It's strange to have been lying in bed with my hooves over my chest, alone, but still so happy just to be thinking about her. I know in my heart that Pinkie is just the type of mare for me. It's the way she likes to laugh and play, and how she isn't afraid to just be herself and say anything that's on her mind. At first I couldn't stand the way she seemed so fake and I hated that I couldn't get a read on her, but it turns out that she's just a genuinely happy pony who's satisfied with her life. She has a sense of purity that I'd kill to have myself. She's like a beautiful little filly trapped in a grown mare's body with the way she sees the world, how she only cares about helping others feel happy. Compared to her, what am I?

Yesterday, on the floor behind the adult costumes counter, I almost made love to her. I was so ready, and I know for certain that she wanted it too, but I just couldn't bring myself to do it. I feel like she deserves better than me, like I'm just going to end up being the mare that teaches her how to be a good bedroom partner, then she'll run off with someone else and find true love. I can't even begin to imagine how I'll react once that happens, but I don't want to think about that. I'm all too familiar with the pains of having your heart broken, and I know my relationship with Pinkie isn't going to last forever, so if I have to suffer to let her walk away unscathed, then so be it.

Tonight I'm happier than I've been in so many years, and that's all I can allow myself to think about. The moments I get to spend with Pinkie are worth every tear I'll shed when she leaves, and I'm just grateful to have had privilege to share some love with her. Honestly, what more could I ask for? And how much less do I truly deserve?

A tall blue unicorn placed a hoof to her mouth, a deep yawn slipping from her lungs. She stepped outside and trudged towards her mail box, dragging her fuzzy pink slippers as she went. With a spark of light green magic, she levitated a bundle of letters from the box and turned back to head inside, skimming over her mail along the way. One letter stood out, and she tilted her head with grin.

"Always the impatient one, Exie," she muttered as she closed her front door and glanced to her calendar, noting that the store had opened several days early. With a scoff, she tore the envelope open and pulled out the special order. Her eyes widened and she shuddered as she considered the work to come. Enclosed were extra bits, the order requesting rush delivery. "These kids and their lack o' patience... I oughta... Grr, I got yer rush delivery right here!" she shouted as she smacked her front hooves together.

"Um... You okay?" a small, deep pink pony asked, startling Cashmere.

"Yeah, yeah..." Cashmere rolled her eyes and trotted into her workroom, the little blonde mare following close behind. "I just don't get why your friend thinks I'm the one that's gotta take all the orders or whateva around here. I shoulda retired like three years ago or somethin'. Ya know?"

The young mare scoffed and nodded in agreement. "Tell me about it. Like, where I work, they're always like, 'hey Speckles, clean up around the place! Speckles, wash your sheets! Blah!' I miss Exie."

"Well she ain't here. And kid, you don't know nothin'. Talk to me when you run your own business that you built from the ground up with nothin' but a single bit and a lot o' grit. You make beaucoups of money layin' on your back. Not impressed. Now if you're gonna stay here 'til Ex gets back then at least make yourself useful and fetch me my eyelets and twill tape!" The bitter old mare grumbled as she unwound a sheet of faux leather, glancing back at the young freckly mare with harsh disdain.

Speckles glanced around at several shelves holding a varying array of seamstress' supplies, her mind blank. She shrugged and shook her head. "Nah. I'll just go chill in the other room and wait. How long 'til she gets here?"

Cashmere ground her teeth and pointed towards her front door. "She ain't comin' back anytime soon! If you wanna see 'er then go to Ponyville! And good riddance to ya, ya little twerp! There's the door!"

"But... Exie said I was welcome to stay here anytime, and you did too. No takesy-backsies." Speckles stuck her tongue out and squeezed her eyes shut.

"How 'bout ya takes your backside and scram!" Cashmere stomped up to the little mare and slammed her workroom door shut. "Sheesh... these kids are gonna be the end of me. I'm too old... I miss you too, Exie," the old unicorn sighed and stepped towards her sewing station.

Speckles frowned and plopped down on the livingroom sofa. She reached over and grabbed onto a picture of Exie that was sitting on the side-table. Her eyes widened with her smile as her heart fluttered with joy. "I hope you think about me as much as I think about you..."

"She's all I think about. Ever!" Exie placed her hooves over her chest and leaned backwards onto her cash register. "Rainbow Dash, I swear... I really have strong feelings for Pinkie. I think I... I might be falling for her."

The cerulean pegasus placed her hooves on her hips and glared down at Exie. "You know what I think? I think you're in too deep with this uncool little crush thingy, and Pinkie gets way too into things too. I smell a disaster waiting to happen, and when you break my best friend's heart, our friendship will be over!"

Exie smiled warmly and rolled off of the cash register, resting her elbows on the counter and her cheeks on her front hooves. "It's really sweet that you care about her that much. Don't worry, Rainbow Dash, because I'll beat myself up a million times worse than you ever could if I hurt that amazing little party pony. I miss her like crazy right now, and she's only been at the bakery for an hour. This feel incredible.

The pegasus skeptically fluttered back to the front register and took a deep breath. "Well this is boring. We've been here forever and we haven't gotten a single customer yet."

"Give 'em time. They'll show up later. You can go if you want." Exie casually huffed on her front hoof and polished it against her chest. "I'm not paying you just sit around anyway. If you're going to hang out, at least tell me things about Pinkie."

Rainbow Dash cautiously ducked and eyed the store walls, her ears lowered. "Okay... What kind of things?"

Exie looked up and away with a goofy grin while twirling the tip of hoof around in her mane. "Hehe, I dunno. You've known Pinkie Pie for a long time, right?"

"Yeah, a pretty long time. We've been friends for at least four years now. I've known her longer than that though." Rainbow Dash shrugged. "What do you wanna know?"

"You know, just tell me what you think I should know. Pinkie isn't exactly straight forward about what she dislikes, so maybe you could tell me." Exie raised her eyebrows and nodded.

Rainbow Dash fluttered over the front register and landed on the opposite side of Exie's counter. "Okay, for starters Pinkie Pie hates it when ponies break Pinkie Promises."

"Okay? What's a Pinkie promise?" Exie asked.

"It's like a super serious promise. No pony breaks a Pinkie Promise," Rainbow Dash explained.

"What's the difference between that and a regular promise? I wouldn't break any promises." Exie shook her head and raised an eyebrow. "What else does she dislike?"

"Frowns, sadness, meanness... anything negative, really. I think she dislikes cumquats... or maybe she likes them? Hmm..." Rainbow placed a hoof to her chin and squinted.

"Well this sucks. Tell me better things about her. I mean, come on. There has to be something funny or cute that you can tell me about her. She's too funny and cute for there not to be." The mare smiled dreamily as she thought about her marefriend.

"Cute?" Rainbow scratched her mane and shrugged. "I don't know... This one time she put on a fake mustache, that was cute."

Exie sighed and rolled her eyes. "Applejack tells way better stories than you."

"Rarity, I ever tell ya 'bout the time I got in a fight with Mrs. Bumblefly?" Applejack placed a hoof on her friend's shoulder as she glanced down at the two fillies behind her.

Rarity rolled her eyes and frowned. "You're talking about the time she told you not to wear your hat anymore, right?"

Applejack nodded and patted her sister's head. "Darn tootin'. You shoulda seen her face when I told her heck no. Heh, she looked more surprised than a porcupine in a balloon factory. I got not wearin' it in class, but it ain't no pony's business but my own what I wear at home. I may not be too fond of my sister's new accessory, and I'm havin' a hard time gettin' past it, but the fact of the matter remains that what our sisters are wearin' ain't hurtin' nopony, and if it makes 'em happy, so be it."

Sweetie Belle hopped up and smiled as widely as possible. "It makes me super duper happy!"

"Me too!" Apple Bloom joined in.

Rarity winced as she looked over her younger sister's thick black spike studded choker. "But... but it's so tacky! Oh Sweetie Belle, why?" She bit her lip and took a deep woeful breath. "Does it really make you happy?"

The little white unicorn rapidly nodded. "Mhm!"

Applejack smiled reassuringly and tipped her hat. "It's probably just a phase anyhow."

Rarity leaned down and hugged her sister. "Very well then... But my offer is still on the table. I still think a nice pastel green bow would look much nicer with your pretty eyes."

"Thanks!" Sweetie Belle turned and hopped out the front door with Apple Bloom following close behind.

Applejack shook her head with a grin, quietly chuckling. "Oh the joys of sisterhood."

"Tell me about it..." Rarity sighed. "I've been so busy lately preparing for this year's Nightmare Night, I suppose the stress just got the better of me for a moment. I didn't mean to snap at poor Sweetie Belle, but I couldn't help it. Thank you for helping... I just hope she doesn't want to wear that awful thing permanently."

"My pleasure, and uh, I know how ya feel." Applejack rolled her eyes and shrugged. "I think after a bit of bein' little rebels they'll forget all about those silly outfits."

Rarity glared into the distance and snapped her teeth. "If that horrid little shopkeeper wasn't here then this never would have happened..."

"Whoa there l'il missy. I know you don't think too highly of her, but she's awfully friendly if you give 'er a chance," Applejack explained.

"She's awful alright..." Rarity scoffed.

"That ain't very neighborly of ya. What's got you so worked up anyhow?" Applejack asked.

Rarity took a deep breath and slowly paced to her plush red sofa. She quickly glanced back and made sharp eye contact with her friend, placing a hoof to her forehead and dramatically striking a pose, one hind leg stretched out with her nose tilted up. "Applejack! You of all ponies should understand. How did you feel when those horrible, yet mildly attractive entrepreneurs began offering a cheaper, lower quality machine made cider in an attempt to steal your business?"

The apple farmer looked down and gulped. "Pretty angry, I guess."

"Didn't you love the thought of beating them at their own game and proving that you're the best apple cider maker in town?" Rarity asked, her eyes intensely burning as she gazed over her empathetic friend.

"I know exactly what you mean... Rarity, you're the greatest seamstress I've ever had the pleasure of meetin', but honestly I don't think Sew Fine is gonna be much competition. Everypony around here already knows you're the best there is." Applejack stood upright and reached out to touch her friend's hoof. "Not to mention that Exie isn't tryin'a run you outta business neither. She's a nice mare and you should go talk to her about this. Maybe you two could work together somehow."

Rarity widened her eyes and covered her mouth as she gasped. "I most certainly think not! Please, my dear friend, Applejack, try to understand."

"Yeah yeah. I just feel a bit bad about the situation is all. I'll bet you two could really hit it off if there wasn't something like this business wedged between you. It's a shame, really." Applejack turned towards the door and took a deep breath.

"A shame or not, I will do what must be done... I do suppose it's rather unfair of me to judge Exie so harshly. She just rubbed me the wrong way when we met, then I found out about her store, and..." Rarity shook her head and looked up as Applejack glanced back to make eye contact.

"Come over to the store and meet Exie. For real this time. Take a break from all of this and see the store for yourself. It's mostly just cheesy decorations and little accessories anyway. Don't feel so threatened, Sugarcube." Applejack winked and nodded towards the door.

Rarity hesitantly stood up from behind her desk and took heavy steps to her front door. She let her ears droop as a pit of anxiety flooded her stomach. "Must I really?"

"You ain't gotta, but I'd appreciate it if ya did." Applejack led the way with a confident grin.

Rarity huffed and closely followed. "Fine..."

Exie rested her cheek on her forelegs, half asleep as Rainbow Dash carried on.

"And then I swooped down at lightning speed! Before I knew it, boom! A sonic rainboom exploded across the sky! Then my cutie mark appeared." Rainbow Dash proudly wiggled her flank.

"Cool..." Exie rolled her eyes. "I get it, you like telling stories about yourself."

The front doorbell chimed as two mares entered, and Exie sat straight up, excited for a customer. Her ears drooped and her heart sank into her stomach as her eyes met with the beautiful white unicorn across the room.

"Oh hey guys!" Rainbow Dash called out with a cheerful grin.

Applejack trotted up to her marefriend and planted a kiss on her cheek, who glanced to Exie with a raised eyebrow. "Hey boss lady, I'm gonna skedaddle for a while since this place is dead anyway."

Exie cringed and rapidly shook her head. "Rainbow..." she whispered. "Can't you help her first?"

"What, Rarity? That's just one customer. Sheesh, I can't do everything around here. I'll be back in like an hour." Rainbow glared and grabbed her lover by the elbow, who blushed as her marefriend dragged her out of the shop.

Exie smacked herself in the face as she slowly slumped down behind the counter. Rarity quietly browsed the store, rolling her eyes and scoffing at the cheap accessories. Exie took a deep breath and closed her eyes. "Come on Exie," she quietly whispered. "You're not allowed to act like this anymore. What would Pinkie think?"

"Excuse me." Rarity peeked over the counter down at the little redhead.

Exie swallowed her tongue and slowly stood up. "Hhh... h."

"... Well then. I was hoping to look at one of your costumes. The corset with the pink stockings please." Rarity pointed to the image on the wall behind Exie.

"Oh... O-okay. Of course you can have it. See it. You know." She blushed profusely before rapidly ducking beneath the counter and hyperventilating. Stop it Exie! STOP IT! "Here you are." She placed the packaged costume on the counter and slowly backed away.

"Am I able to open it up?" Rarity asked, eyeing the small white button holding the package closed.

Exie nodded. "Yeah sure. Also, you can try it on too even."

Rarity looked over at the dressing room and took a step towards it. "I presume I can just go in?"

Biting her tongue, Exie nodded. As soon as Rarity was out of sight, she smacked her face against the counter and dry sobbed. "What's wrong with me?" she quietly squeaked. "I'm broken..."

The unicorn pulled the garment from the package and cringed at the plastic, factory scent that stained it. She fanned her muzzle before unfolding the corset and examining its finer details. She stifled a condescending chuckle at the sight of three clasp rows for adjusting the size, then took a deep breath and shook her head as she lifted it in her magical aura. With great ease and fluidity, she began clasping the corset shut behind her back as it hugged her body. Then, with a devious smirk, she called out, "Exie, darling, would you be a dear and help me out in here? I'm having trouble reaching the lower clasps."

Exie's heart stopped beating as she stumbled backwards. Sweat formed over her brow and she bit down on the tip of her hoof. "I... Are you sure?" she asked with a broken, cracking voice.

Rarity giggled as she pulled the stockings up over her thighs. "Quite sure, love. Maybe I should just keep trying on my own."

Exie nodded and took a deep relieved breath. "Yes! Definitely."

"It's just so snug and taking me forever to do this one little clasp at a time. I'd love a bit of assistance," Rarity called out in a sultry tone.

Exie once again felt herself succumbing to her overwhelming anxiety. "Doesn't she know about Pinke?" she muttered to herself. Suddenly her eyes popped open and she smiled widely. "Okay, but I'll need you to come out here because I don't want to leave the store unattended."

Rarity shrugged and pulled the curtain open, trotting out into the light with hot pink stockings and a tight black corset. She stepped in front of Exie and turned around, touching her nose to her front hooves, the last few claps on the corset still undone. The Manehattan mare reached forward, her limbs heavy and shaky as she attempted to latch the hooks.

"What is this costume supposed to be anyway?" Rarity asked.

Exie carefully latched the final clasp and scurried away. "It's a... a bunny. There should be bunny ears in the package too..."

Rarity strutted around, admiring her own perfect body through the open dressing room mirror. "This isn't too awful. The material is cheap and the stitching is sloppy, but it's a decent design overall, and I can appreciate that."

Exie nodded and smiled, her eyes shut and her breaths fast and shallow. "You look good in it too."

Rarity warmly smiled and leaned over the counter. "Darling, if I didn't know better, I'd say you were quite taken by me."

Exie rapidly shook her head. "Not at all! I mean, you're really pretty, or beautiful... you're gorgeous, absolutely gorgeous. I think you're... Wait. I can't say these things! Rarity, you're seriously messing with my head right now. I can't focus when you're around and I'm in love with Pinkie Pie! I don't want to do anything to hurt her..."

"What?" Rarity stepped backwards and tilted her head. "What did you just say?"

"I'm with Pinkie Pie and I don't want to hurt her. I'm afraid that you're going to... I mean, I'm afraid I couldn't say no if you..." Exie pressed her hooves into her eyes and began to take deep, deep breaths.

Rarity rapidly unlatched the corset and plopped it down onto the counter, then she slid the stockings off and dropped them next to it. "You're dating Pinkie Pie? And I'm rather certain you just said that you were in love with her."

Exie shrugged and stepped backwards. "I am dating her... Last week I would have been all over you. I mean, you have got to be the most insanely sexually attractive mare I've ever seen. I can't think that way."

Rarity frowned and shook her head. "My apologies. I've noticed the way you act around me and thought I'd have myself a bit of fun by teasing you. I hadn't realized you were taken. That just goes to show that I don't talk with Pinkie Pie nearly enough these days."

"Why did you come here?" Exie asked.

"My dear friend Applejack insisted I give you a chance. Do you know what I do, Exie?" Rarity frowned and placed her front hooves on the counter as she refolded the costume and put it away.

The young earth pony shook her head and shrugged.

"I'm a dressmaker. More than that, I'm a designer. Nightmare Night means a lot to my business, and I can't help but feel a little defensive towards something that threatens it. I can't say that I dislike you personally, Exie. You're very cute, in the way that a filly with a crush on an older mare she can never have is cute. I think I'd enjoy having you as part of my group of friends, but the fact remains that we're competitors during a crucial time." Rarity flattened her ears and leaned forward with a scowl. "I believe I'm the superior seamstress here, and I'm going to do my best to outclass and outmatch this store as long as you're selling costumes."

Exie flinched and hid behind her bangs. "... Okay. I'm sorry. It really wasn't even my choice to open this shop here. I'm just doing what I'm told. Also, costumes are our biggest income around here. I couldn't remove them."

"I understand, and I respect you for holding your ground." Rarity turned away and trotted towards the door. "Take good care of Pinkie Pie, and be a dear and tell her I said hi."

"'Kay." Exie lowered her eyes as Rarity strutted out of the store like the beautiful mare she was. "Good luck..."

Late in the following afternoon, Cashmere wiped her brow and carefully focused as her needle ran silver thread through a finely embroider trim. "Ah, all done. Looks damn good too if I don't say so myself. Hey! Squirt, get in here!"

Speckles stomped off the couch and wiped her groggy eyes, her long blonde mane falling over her face. She pushed the workroom door open and glared at the older mare. "What now?"

"Heya kiddo. How would you like to get outta my mane already and go see your good pal Exie? Huh?" Cashmere asked, raising her eyebrows.

"I'd love to! Yes! Yes let's do it!" Speckles hopped up and down with joy.

Cashmere grinned deviously and pocketed the extra bits for rush delivery. She took a few from the pouch and sat them on the table. "Here's the deal: you take this package to Exie, then you see Exie. And don't come back."

"Deal!" The young mare snatched up the package and turned towards the door.

"Hey!" Cashmere smacked herself in the face. "You dense or somethin'? Sheesh, listen up. Take these bits and hop on the express train to Ponyville. Exie is on Mane and Third, right by Town-square. Got it?"

"Okay!" Speckles returned for the bits then rushed out the door.

"You mess this up and Exie will never forgive you! You'll be dead to her!" Cashmere shouted.

Speckles gulped and looked down, eyeing the package. She took a deep breath and carried on down the street, her heart fluttering as she pictured herself lunging into Exie's arms and spinning around before falling into a field of endless honeysuckles. "Mmm, honeysuckles," she muttered.

"You'll never guess who stopped by yesterday." Exie stuffed her face with a overly sweet neon blue cupcake and glared. "I can't believe I forgot to tell you," she said with a full mouth.

"Ooh! Lemme guess! Umm... Was it Applejack?!" Pinkie asked with wide, hopeful eyes.

Exie swallowed the sugary mess and wiped her face. "Yeah, actually she did stop by too. But she does everyday because Rainbow Dash is always there. It was Rarity."

"Oh shoot!" Pinkie huffed. "Do I still kinda win for being kinda right?"

"Sure, claim your prize." Exie puckered her lips and leaned across the table as Pinkie quickly met her half way for a loving peck. "No, but I was going to tell you about how weird she was being. She was trying to mess with my head and give me a hard time about selling costumes. I almost feel like a drug dealer trying to sell on her turf or something, and she wants to like, break my legs."

Pinkie Pie thought for a moment and brushed it off. "Rarity's the only clothing peddler in this town, back off sister."

Each mare shared a giggle and gazed into each other's eyes, reaching out and touching hooves. "Pinke... I... I didn't like your cupcake very much, but I ate it anyway because I like you a whole lot."

"That's okay. I'm glad you tried it for me." Pinkie sighed lovingly and tilted her head with a warm smile.

Exie stood up and stepped around the table, giggling as she rubbed her muzzle against Pinkie's. "You're my super cute 'n cuddly extra special somepony."

"You're my sweet and tasty warm and snugly cuddle buddy," Pinkie said as she closed her eyes and wiggled her nose against Exie's.

"Ew gag!" Apple Bloom pretended to dry heave as she trotted by with her closest friends.

"Oh hello girls," Exie greeted them as Pinkie hopped up and behind the counter. "Enjoying your outfits?"

"Sure are!" the three shouted in unison, Apple Bloom casually showing off her black leg warmers with gleaming chrome studs, Sweetie Belle tilting her nose up to better reveal her sensual leather choker with a shiny golden buckle, and Scootaloo fluttering her wings as she stretched out a black socked hind leg, her stockings laced up the back with hot pink ribbon.

"Lookin' good!" Pinkie shouted with a complementary smile. "So what can I get you three?"

Exie smiled proudly as she watched her favorite little filly dump her last three bits on the counter to treat her friends. She then looked up at Pinkie Pie who gave them a discount on their favorite snacks, the town's kindness always finding a way to fill her heart with warmth.

Tears welling up in her eyes, she whispered, "I never want to leave..."

Author's Notes:

Not much happened in this chapter aside from a lot of setting up and hopefully a few feels near the end, maybe a chuckle or two. Things are looking up for Exie right now, but man... her old life is about to come knocking at her front door.

Even I'm dreading tearing all of this happiness up. Hell... I might just kill off my plans and start over! Make a new happier story!

Expect an update much sooner this time. I'm very sorry for the delay. Please be sure to share your thoughts on the chapter!