Disclaimer: I don't own My Little Pony: Friendship is Magic in any way, shape, or form.

Hello, I'm Kai the Brony and thank you for reading this fanfic. If you like what you read, please review. Absolutely hate it? Review! It motivates me to prove you wrong and improve my writing. Constructive criticism? You'll be my best friend.

I'm writing this fanfic for as my brother's birthday present. He gave me the idea and I promised him I'd write it. Because it's for him, I want it to be perfect. Perfection takes time, so expect updates about every other week.

Chapter 1

The Train Ride

Apple Bloom looked down at the mess in front of her, a frown on her face. "Granny Smith's quilts don't look quite like that."

"Well, at least we can say that we've tried Cutie Mark Crusaders: Quilters now." Sweetie Belle looked down at the pile of Rarity's scraps of fabric. They had been crudely stitched together without the benefit of a needle. She still wasn't quite sure how she had actually done that.

"You mean you and Apple Bloom tried it. I don't know how you lasted so long. It was so boring!" Scootaloo lay sprawled out on the floor. "I don't know about you guys, but I'm running out of ideas."

"We could always try Cutie Mark Crusaders: Fashion Models." Sweetie Belle suggested.

"NO!" Apple Bloom and Scootaloo shouted.

"Carpenters?"

"We've already tried that."

"Performers?"

Apple Bloom scoffed. "That went well."

"What about-"

"We've tried everything!" Said Scootaloo. "Face it, girls. We're never going to get our cutie marks."

"I know! Librarians!" Sweetie Belle shouted.

Apple Bloom sighed. "We've done that too, remember?"

"No, that's not what I meant. Librarians have libraries, and libraries have books on magic!"

"Sweetie Belle, you're the only unicorn." Apple Bloom reminded her. "Besides, Twilight tried that. Magic ain't gonna get you a cutie mark."

"Well I know that. But remember the field trip to Canterlot Gardens?"

Scootaloo groaned. "Yeah, and we nearly doomed Equestria. If Rainbow Dash hadn't been there Town Hall would still be upside down."

"Well maybe we can bring Discord back."

"Sweetie Belle! Why would we do a thing like that?" Apple Bloom exclaimed, shocked that her friend would say something so risky. Usually Sweetie Belle was the first to back away from danger.

"We'll only bring him around for a moment." The unicorn amended. "I've been thinking, remember Screw Ball? She was a blank flank until he came around. I think Discord can give us our cutie marks."

Discord was dangerous and manipulative. Sweetie Belle should know that better than most. He made her sister believe that a worthless heap of slag was a pristine, precut diamond. He had granted Screw Ball her cutie mark, but ever since then she had been... strange to say the least. But how else were they supposed to get their cutie marks? It seemed that there was nothing left to do.

"So I was thinking that maybe magic could wake him up." Sweetie Belle mumbled to fill the silence. "I don't know, maybe it's not as smart as I thought."

"Sweetie Belle, that's brilliant!" Said Apple Bloom. "So, how're we gonna get to the gardens? Do you know the spell yet?"

"Well, I did some reading at Twilight's library earlier today and I memorized the spell when I got tired of reading about designing. I guess Rarity's just good at it, because it's really hard. And Rarity's going to Canterlot soon to design a dress for a special client. I'm sure I could talk her into letting us come too. I could tell her we wanted to come back because it would be a good way for me to get inspiration for dresses. I really wanna be like her when I grow up." She smiled broadly, eager to prove to her sister that she was a competent pupil.

Scootaloo looked excited for a moment and then skeptical. "It can't be that easy. You've never used magic before and it can't be simple to make a statue walk and talk."

"Oh, well, the spell uses dark magic. It doesn't work like regular magic."

Another unsettling silence filled the room. "Isn't black magic, like, bad?" Asked Scootaloo.

"Well, I guess it's not as good as regular magic, but it could be worse. Besides, it's an easy way to get our cutie marks."

"I guess if it's for our cutie marks..." Apple Bloom consented.

Sweetie Belle looked up cautiously. "So Cutie Mark Crusaders: Plan D is a go?"

Apple Bloom nodded. They gave each other a look and shared a hoof bump as they shouted: "Cutie Mark Crusaders! Yay!"

Convincing their parents to allow them to go to Canterlot with Rarity was easy enough. They were pleased that their foals were excited to go someplace new and frankly they were worn out from the Crusaders' constant antics and found the break a welcome relief.

Within a week the three friends were in a train car on the Friendship Express with Rarity on their way to Canterlot and their cutie marks.

"Now, girls," Rarity began but was promptly interrupted by the fillies' excited exploration of the cab.

"Wow! This is so cool! I've always wanted to sleep in a bunk bed." Apple Bloom looked up at the top bunk of a bed with eagerness in her eyes.

"Ooh! Check this out!" Sweetie Belle squealed, looking out the window. "It's like the whole world's going so fast!"

"Girls," Rarity tried again but was interrupted once again, this time by Scootaloo.

"Woah! The floor's shaking!" She pressed her ear to the ground and her face lit up with delight. "I can hear the train moving!"

"Girls!" Rarity snapped. The fillies gave her their full attention this time. "I know you're all very excited to go to Canterlot, but I'm not going to be around much, so we need to set a few rules. You're free to explore the sculpture gardens and the city.

"In fact," She beamed at Sweetie Belle, "I think that looking around the city is one of the best things you can do. You won't find the same style or sophistication anywhere else, especially not Ponyville. It's so elegant!" She cooed, ignoring Scootaloo's gagging. "I think you'll love it. Now go ahead and unpack your things. We have a long train ride ahead of us so we'll be sleeping in here tonight."

"I claim the top bunk!" Apple Bloom bounced up and down in excitement.

"No fair!" Scootaloo glared at her friend. "I've got wings!"

"Yeah, you fly like a chicken." The earth pony rolled her eyes.

The orange pegasus flapped her wings but remained on the ground. "Why you little!"

"Easy, Scoots, I was just teasing. If it bothers you that much I won't bring it up." Apple Bloom appeased her friend.

"Pinkie promise?"

"Cross my heart and hope to fly, stick a cupcake in my eye." Apple Bloom recited, using the appropriate gestures.

"Well, okay." Scootaloo conceded. "But I still want a top bunk."

"I want one too!" Sweetie Belle whined.

Rarity sighed inwardly. She too had wanted the coveted bunk. It was much quieter, far more ideal for beauty sleep. "Well, I'll take the bottom bunk, I suppose. But only two of you can have a high bunk so one of you will simply have to either share a bed or sleep on the bottom. Excuse me, I'm going to freshen up. Be good while I'm gone."

Sweetie Belle immediately climbed the ladder to a top bunk, ignoring her friends' immediate complaints. "Ha ha! Looks like I get this..." She looked down to the others and gulped. "One?" Was Apple Bloom really that small? Come to think of it, this bunk was moving an awful lot. What if the train jolted in the middle of the night? She pressed her back against the wall. The train hit a small bump and she squealed in terror. "Eek! I'm gonna fall!"

"What's the matter with you? Are you scared?" Scootaloo laughed a little.

Sweetie Belle shook her head. "No." She had wanted this right? She was going to stick with her decision no matter what. Right? She looked back down and almost immediately felt her head beginning to spin.

"You're absolutely sure?" Apple Bloom raised an eyebrow.

"Uh huh." Sweetie Belle whimpered. She wasn't giving up the top bunk just because she was scared. Didn't just about everybody say that being brave meant doing things when you were scared?

She looked down again and gasped. "Maybe a little..." She admitted.

"It's okay, Sweetie Belle, just climb back down." Said Apple Bloom. It looked like their argument was more easily resolved than they had thought.

"Okay..." She inched toward the ladder and watched the floor spin for a moment. "Um, how do I get down?"

"Just climb down the ladder. It's easy if you don't look down." Apple Bloom suggested.

Her friend whimpered. "What if I fall?"

"Then I'll catch you." Scootaloo stepped forward.

"No you won't!" Sweetie Belle held on to the rails of the bed. "You're just saying that!"

"Sweetie Belle, are you going to trust me or not? Walk down the ladder and you'll be safe."

Sweetie Belle gulped. "Okay. I can do this." Slowly she inched one hoof onto a rung. Her forehead broke out into a cold sweat.

"You're doing great! Whatever you do, don't look down." Scootaloo called.

Of course Sweetie Belle did just that. And while she was overcome with the sense of vertigo yet again she let go of the ladder. "Eeeee!" She squealed. In her blind panic she let go of the ladder and fell a terrifying four and a half feet onto Scootaloo.

"Oof!" Scootaloo groaned. "What did you eat for breakfast? Cement?"

Sweetie Belle smiled apologetically. "Sorry."

But Scootaloo had forgotten about Sweetie Belle landing on her already. "Did you see that? I said I'd catch you and I did! I was like, awesome!"

"Now girls, it's unladylike to use 'like' in such a manner." Rarity stepped in, her mane wrapped up in a towel. "Terribly unrefined." She had heard all of their conversation through the door and couldn't resist correcting Scootaloo's grammar. The fillies stared at her, slightly surprised by her sudden interruption. Rarity grinned and blushed. The awkward silence stretched a bit too long. "Well, ah, I think I hear my water running, I guess I'll just be going now."

The Crusaders watched as their friend (or sister in one Crusader's case) left. "Do you think she?" Apple Bloom gave Sweetie Belle a significant look.

"Was snooping again?" Sweetie Belle shot an annoyed glance at the door. "Yes, yes she was."

After the four were settled in they went to the diner car for a light snack before dinner. The Crusaders were sorely disappointed that instead of jumping from car to car via the roof Rarity had insisted that they walk to the cab like the rest of the customers. Nonetheless they bounced inside the diner, chattering excitedly about what they would order. They drew one or two strange looks in their direction, but they were not much more than quick glances.

Rarity found a table with four chairs next to a window at Sweetie Belle's request. The menu boasted of the same treat that could be found at Sugar Cube Corner, but at a somewhat higher price. "I think that the éclairs sound wonderful." Rarity told the waiter.

The waiter scribbled in his notebook and looked at the fillies. "And what can I get for you, hmm?"

"Hay fries!" Scootaloo declared.

"Can I have a milkshake?" Sweetie Belle asked.

Apple Bloom looked at the menu for another moment before settling on apple fritters. The waiter wrote their orders down and walked into the kitchen to fetch their pastries and print a receipt. After a moment he returned and placed the tray of sweets on the table. "That will be twelve bits." He gave Rarity the slip of paper with their orders and the appropriate price tags.

"Twelve!" Rarity exclaimed. "Doesn't that seem a bit much for a snack?" She struck a dramatic pose and felt in her pockets, making a great show of having difficulty finding the money. "I suppose I could just give you eight. That does seem like a fair price, doesn't it?"

The waiter was unswayed by her affected pathos. "Twelve bits, lady."

Rarity rolled her eyes. "Oh all right, have it your way." She shoved her money into the table. "See if you get our business again."

The waiter took the money and left. Rarity pouted. "That usually works." She poked dismally at the soggy Danish in front of her. "He didn't even get my order right." The Crusaders, on the other hand, had never eaten train food before, and were thrilled with the experience, though the hay fries were floppy, the milkshake had been stirred instead of shaken, and the filling in the apple fritters had soaked through the would-have-been flaky crust.

Rarity decided to look out the window instead of staring at the squishy lump. She reached inside her saddlebag and put on her new designer sunglasses. Yes, showing off her new sunglasses was part of her reasons to watch the trees fly by. And she could pretend to be asleep so she could listen in to the fillies' conversation. They always talked about the most darling things. Well, not always, just usually.

The Crusaders were eager to earn their cutie marks as always. "I can't wait! We're sure to earn our cutie marks this time!" Sweetie Belle said excitedly.

"Mine's gonna be so cool! Rainbow Dash is sure to notice me when I get mine." Scootaloo had high hopes as always. Her confidence couldn't be denied, that was certain.

"I'll bet mine has something to do with apples." Apple Bloom was eager to continue her family's traditions. Her family bonds were stronger than most would expect with the absence of a mother and father. Sometimes it was their absence that drew the family together.

Rarity felt herself nodding off. The last thing she heard was Sweetie Belle saying that when she got a mark in design Rarity might let her help more. Rarity smiled a little. Her sister was so eager to please. It was precious, really. Perhaps she would give her a little input on her next dress.

A/N: Well, it took a long time to update and I've had this chapter ready for a week, but the past week has been insane and I've had no time to update. Frankly, I'm too tired to respond to reviewers this time. Don't worry, the next chapter will have a response.

Chapter 2

Sweetie Belle prodded her sister with her horn. "Rarity! Wake up. It's been hours since you fell asleep. We're so bored!" She complained.

"And hungry." Apple Bloom threw in.

Rarity blinked sleepily and glanced out the window. A glorious sunset was drawing to a close and some farmer ponies were coming inside to eat. The mountains were coming closer with every clattering noise the train made. Around her ponies were eating various soups and sandwiches, chattering with their friends. She had slept for perhaps two hours. Her stomach growled. The danish she had left alone was gone and she could guess who had eaten it.

Scootaloo looked guiltily at the rug on the floor. "What?"

Rarity smiled a little. "Never mind, darling, I didn't want it anyway. Come on, I brought some food with for dinner. I'm sure there's something you'll like." She stood up and walked towards the door. Sweetie Belle followed suit, followed by Apple Bloom and Scootaloo.

The train rattled down the tracks growing ever closer to the capital city of Equestria. The crusaders felt it shaking under their hooves, thrilled by the sensation. They raced down the corridors, nearly knocking over several other passengers and leaving Rarity to apologize for their carelessness. "Terribly sorry," She muttered. "It's their first train ride." The passengers usually pardoned the mild offense, though a few simply stuck their muzzles in the air and moved on. Rarity decided that they were on their way home. Only a Canterlot elite would be quite so haughty.

One pair of the elite seemed very familiar. "Do I know you?" Rarity asked after a moment.

The stallion looked down at her over his nose as if she wasn't worth the effort of lowering his head. "You should. I'm Jet Set, owner of the leading pegasus transportation company. I have Very Important Pony status at all the clubs and especially on this train."

The mare butted in. "And I'm Upper Crust. Jet Set, darling, how can you forget Fancy Pants' favorite?" Her voice had a snooty overtone that grated on Rarity's nerves.

Jet Set narrowed his eyes. "Ah yes, Miss Rarity. How silly of me. I tried to forget you ever since you stole our chance of winning over Fancy Pants. If we had his endorsement my company would be an economic explosion!" He gestured wildly with his hooves to demonstrate the explosion. "Yes, silly me. Hmph!" He sniffed.

"Well I wouldn't say I was trying to steal your chance for success." Rarity laughed nervously. "I just acted like my usual sweet little self. It's not like I can help who I am. Besides, your company hardly needs any more attention. As you said, it's the leading transportation industry."

"Yes, quite." Upper Crust flipped her mane. "It's not like you did anything on purpose. All you had to do was give him that look and he was wrapped around your dainty little hoof."

Rarity gasped at the implication. "I beg your pardon! I did not manipulate Fancy Pants to earn high status."

"Just like you didn't set those little brutes on us to make us look like fools." Upper Crust tilted her hat so she could see Rarity better. "Those children are nothing but trouble, mark my words." She and her husband stormed off to the diner car.

The Crusaders bounded into the room they were staying in a few minutes before their guardian. "Honestly, girls, I had expected you would be a little bit more considerate." Rarity glared at them. "I know you're excited, but that's no excuse to knock over complete strangers without apologizing. Do you realize who you ran into?"

Apple Bloom blushed pink. "Was it somepony important?" She asked.

"Yes, it was somepony important! I just got away from an argument with Jet Set and Upper Crust." Rarity snapped. "They didn't seem very happy with you and it doesn't help that they have a bone to pick with me."

"I hate Jet Set and Upper Crust." Sweetie Belle grumbled from her bed.

Rarity gasped, astonished that such a phrase would come from the mouth of her little sister. "Sweetie Belle! Hate is a very strong word. A lady should never use it."

"But it's true! After the way they treated you I don't see why you don't hate them too." Sweetie Belle retorted.

"Well I'm not the Element of Kindness, so I can't really say that I like them. But you know about Equestria's history and hatred."

"I guess. Sorry, sis." Sweetie Belle sighed.

"Yeah, we're sorry." Said Scootaloo.

Rarity sighed. "It's all right. No real harm done, just a few insults swapped. So," She smiled teasingly. "You'll never guess what I brought for dinner."

"Apple dumplings?" Apple Bloom's eyes sparkled.

"No, even better." Rarity glanced at her pile of luggage.

Apple Bloom sat down, baffled. "What could be better than apple dumplings?"

Rarity levitated a box to her side. "That's for me to know and for you to find out."

"Ooh! Ooh! I know!" Sweetie Belle bounced up and down in excitement. "Chocolate cake!"

Rarity gave her sister a sidelong look. "Were you spying on me while I packed?"

"Maybe..." Sweetie Belle flashed an innocent smile.

Rarity opened the box to reveal the treat. "Now don't think this will be a regular thing." She warned the trio. "It's just for this once. Hopefully it will be better than the horrendous food they had in the dining car. Oh, what am I saying? I got it from Sugar Cube Corner, it's sure to be fabulous."

By the time dinner was over the conductor was announcing the nine o'clock curfew. He systematically knocked on all the cabin doors and made sure the passengers turned out their lights and understood that conversation was to be held quietly, if at all.

"Evening ma'am." The conductor poked his head into Rarity's room. "Lights out until 7:30 tomorrow." His gaze wandered to the crusaders. "Ah, are these the young rascals causing all the fuss?"

"We're sorry," Said Apple Bloom. "We didn't mean to cause trouble, honest."

The conductor laughed. "I believe you. Jet Set has had it in for me ever since the waiter got his order wrong." He turned around to leave. "I'll give you your privacy. Remember, lights out!" He closed the door behind him.

"At least somepony around here has manners." Said Rarity. "Come along girls, brush your teeth and go to bed." She took out some curlers from one of her suitcases. "I'll be a while, don't bother staying up for me."

The Crusaders obeyed Rarity without question for once, tired out by the day's misadventures. But they did ignore one instruction and stayed up waiting for Rarity to go to bed. When she left the bathroom they feigned sleep rather convincingly. Quietly, they waited for the rhythmic breathing indicating that Rarity was sound asleep. When the desired sound was forthcoming the Crusaders gathered on a rug in the middle of the floor.

"So, what's the plan?" Apple Bloom whispered. "We've already decided to use dark magic to wake up Discord, but how does that even work?"

Sweetie Belle was happy to explain. "You see, magic is connected with a unicorn's mind and emotions. Regular magic is more powerful when you're in a good mood, so if a unicorn did something they were proud of they might be able to levitate a really big object. If they're sad for some reason then they'd have trouble lifting a piece of paper.

"Dark magic's different. It runs on negative emotion, especially anger, so you have to be extra careful. If you're really angry then it could go out of control and lead to things you never wanted to happen. Make sense?"

Scootaloo stared for a moment and shook her head. "Kinda. If you get it that's what's important."

"Great, but how are we going to get Discord to give us our cutie marks?" Apple Bloom asked Sweetie Belle.

"I don't know, why do I have to do all the planning?" Sweetie Belle glared at her friends, embarrassed that she didn't have an answer.

"One does not simply walk up to Discord and say, 'Hey, what's up? You're a nice guy, we were wondering if you had any extra cutie marks in the back of that ice cream truck.'" Scootaloo quipped.

Sweetie Belle giggled. "When you put it that way, it's kinda funny." She gave a lopsided smile. "Okay, so I haven't planned that far. Maybe the spell will use mind control or we can convince him somehow. Don't know how yet, but we'll figure that out later. I already know what mine's going to be."

Apple Bloom and Scootaloo inspected their own flanks. Maybe there would be a symbol on it right now for brilliant planning! No such luck. Apple Bloom yawned. "I don't know about you two, but I'm a mite tired. I'm going to go to bed, see y'all in the morning."

The other Crusaders followed suit, wondering what they next day held in store.