Apple Bloom set a hoof on the pavement tentatively.

“It’s not gonna hurt you,” Babs Seed said, blowing a bit of her mane out of her eye. “Not everything in Manehatten is gonna mug you, you know.”

“Ah know,” Apple Bloom said, giving her cousin a smile. “It’s just that when you’ve been on a train for a while, the pavement feels a bit weirder than usual.”

Babs cocked an eyebrow. “You don’t like the feel of pavement?”

Apple Bloom shook her head. “Nope! Ah love the natural ground much better; most of Ponyville is dirt road, and the ground of our orchards have the best feel when you’re cantering over them. Everything here is...” Apple Bloom looked around, the buildings looming over her, the hustle and bustle of numerous crowds pushing themselves through the train station to reach their destinations. “Big.”

Babs smirked. “Don’t worry cuz, you get used to it. You’ve been to big cities before, haven’t ya? You’ve gotta have been.”

Apple Bloom smiled slightly. “Oh, of course! Ah just don’ leave Ponyville often for these larger cities, is all. It’s all a bit overwhelmin’, honestly.”

“It gets that way,” Babs agreed. “But I think that you’ll get used to it. Come on, I wan show you something now that you’ve finally come and visited me here in Manehatten.”

The two set off down the great steps that descended from the train station to the street below. It had been almost five years since Babs had shown up in her life, and so much had changed since then. Babs’ ears were adorned with multiple piercings, and the filly had a scarf wrapped around her neck almost listlessly, yet it still hugged her neck just fine. Her accent had softened; Apple Bloom’s hadn’t.

“Ooh, who’re we gonna meet?” Apple Bloom asked, grinning in excitement, her heart speeding up at the prospect of meeting one of Babs’ Manehatten friends.

“Nah, not gonna show you anypony,” Babs said, chuckling. “Waste of time, really; the only friends I got besides you three in Ponyville are mutual acquaintances who get me... stuff.”

“What kinda stuff?”

Babs shrugged as the two stood on the sidewalk, right before the road. “Whatever I need.”

Apple Bloom nodded, not quite following. “Alright...”

“Anyway, this place,” Babs said, looking out at the road. "There's this building, see? Half finished and all, and it's where I like to go most afternoons to watch the city."

Apple Bloom nodded her head. “Okay...”

Babs looked out across the road at all the ponies in their carriages rushed past. “Kinda hard here in Manehatten to cross the roads at first. The charioteers don’t care if you’re in the way of the wheels, they’re going too fast most of the time.”

Apple Bloom swallowed hard as she watched the spinning spokes of a passing vehicle. “D-does anypony get hurt often?”

“Sometimes,” Babs said, detached. “You get used to it, really.”

“How do you get used to somethin’ like that?” Apple Bloom said, disgusted. She screwed up her face, imagining not being able to move out of the way of a carriage in time, the driving pony not even caring to give her a glance as the wheels ran her over...

“It’s something you have to get used to,” Babs sighed. “Alright, here’s a clear patch. Let’s run!”

“Wha—” Apple Blooms started, but Babs had already pushed her out into the street, dragging the filly along with her into the street. Apple Bloom’s legs kicked into gear, and the two made tracks as they bolted across the asphalt. An incoming chariot whizzed past, causing Apple Bloom to jump. She could still feel the air rushing past her from the vehicle's velocity, and she shuddered.

“See, that wasn’t too bad, was it cuz?” Babs gasped with a smirk as the two sat down on the sidewalk, successfully on the other side of the road. “Don’t worry about nothin’ else to do with roads, we’re heading up through some alleys and stuff to get to our destination.”

The two walked past a street mime, and two stallions arguing over a dropped newspaper, before coming to the place where a pair of buildings converged.

“In through here,” Babs instructed, pushing herself through the crack between the two towering structures. Apple Bloom watched her cousin’s chopped pink tail wiggled as she shimmied through the slabs of brick. “It gets bigger on the other side! C’mon!”

Apple Bloom soon followed, but the growing mare had inherited something from her mother that had been passed down into her sister as well. Her growing hips got stuck between the tight squeeze. Babs rolled her eyes.

“You got applethighs, cuz,” she remarked with a laugh that sounded like a dog’s bark.

“What’ya mean?” Apple Bloom said, taking the defensive and giving Babs Seed a scowl.

“That’s what my parents call it,” Babs said with a smirk. “The direct apple relations’ve got some of the bigger thighs, from working out apple buckin’ all day.” Some of the g’s from her speech were still dropped, her accent not fully faded.

“Well, that ain’t a bad thing!” Apple Bloom retorted. “Ah’ve got a better chance to score with a stallion, you know they love some good thighs!”

“Heh, being a mare ain’t all about getting a stallion,” Babs said, locking hoovers with her cousin and leaning back on her hind legs, pulling Apple Bloom with all her might. “So, you definitely into them?”

“Who?” Apple Bloom said, squirming her rear in hopes of getting it dislodged. “Stallions?”

“Yeah,” grunted Babs as she yanked hard. Apple Bloom came loose, and with a yelp from both fillies, she tumbled out, crashing onto Babs. The two rolled back, and they soon lay in the dingy alley, besides a discarded bowler hat, clutching each other.

“Well,” Apple Bloom said, blowing a bit of her mane from her eye. “Ah’m open minded.”

Babs groaned, and smiled painfully at Apple Bloom. “Heh... you alright?”

Apple Bloom wiggled her plot again, her flanks burning from the friction and uneven brick. “Yeah, Ah think Ah’ll be fine. Might be sore for a bit though...”

“Alright, as long as it doesn’t get in the way of you climbing over and under a few things,” Babs said, winking as she trotted down the alleyway towards a fire escape with its ladder halfway down.

“Don’t suppose it will,” Apple Bloom muttered, straightening her bow, which had gotten crumpled in the tumble. She had worn it ever since she was a very little filly, and she had no intention of taking it off any time soon, so matter how old she got. Applejack had her stetson, that once belonged to her father, Big Mac had his plowing brace that had been passed down father to son as long as the Apples could remember, and Granny kept all sorts of trinkets and clothing around from various occasions. Apple Bloom, however, was the only pony in the immediate Apple family who had anything of her mother’s. Her mother, Granny Smith’s daughter, had worn it herself as a little filly, and had bestowed it upon her youngest daughter’s sleeping head only a month after she was born. It held great value to her, and was the only connection she had to her mother.

She wished she had gotten to know her.

“What was Ma like, Granny?

“Oh, she? Well, Ah’ll tell you, youngster, she had pizzaz! She had pep, you know it! Batterier than a fruit bat in a... bat tree, but lemme tell you, she was amazin’!”

“How batty was she?”

“Batty enough to marry your father! Heh! No, but the two were destined for each other... star crossed lovers, they say they was! Ah seen it in ‘em, Ah really did! that’s why old Gramps when he was still around gave him his blessin’!”

“Aw... that’s cute!”

“Hehe, not many fillies think’ve their parents as cute, but you’ve always been different...”

“Hey!”

“Heh! But your mother was plum crazy, hoo-wee! She accompanied that father of yours all the way out into the crazy city of Manehatten to compete with your Aunt and Uncle Orange, and then they got themselves lost in the lonesome crowded west! Traveled almost all over Equestria, those ones, trying to find themselves home...”

“Wait, if they were in Manehatten, how’d they end up in the Mild West?”

“Ah, that’s a story for another time, young’n... but Ah’ll tell you what... your father loved your mother enough so that’d he’d marry into the Apple family name instead of takin’ her off to his family! So don’t let ol’ Granny speak too much ill of him, you hear now?”

“Yes Granny.”

“Hehe... good little filly, you are...

“Hey, you comin’?”

Apple Bloom shook herself out of the daydream, and looked up. Babs was staring down at her from the fire escape, motioning for her to follow up. Apple Bloom looked over at the ladder, which was still stuck halfway down, and put her hooves on it, climbing up.

“Ah don’t get why’d they put the ladder in the alleyway if you wanted to escape from fires,” Apple Bloom muttered, cringing as the cold and filthy metal caressed her hooves.

“It’so to confuse the fire,” Babs Seed said very seriously. “If you’re out in the alleyway, it won’t know where to chase ya!”

Apple Bloom smiled at her cousin, and rolled her eyes. Babs snorted in laughter, and soon, Apple Bloom’s could be heard with hers.

“Hey,” Apple Bloom said, choking her laughter down. “Did your parents ever talk about mine?”

Babs looked at her cousin. “Yeah... there was this one thing, right after I was born; they come all up here and tried to get into banking, for whatever reason. Maybe your farm was going under? I dunno; it’s pretty much the only time they talked about them. Don’t speak that much to my parents anyway, and they don’t speak too much about your parents when we do. Why?”

Apple Bloom shrugged. “Ah was just... just wondering.” Babs nodded.

“Alright, in through here,” Babs said, pushing her hoof against a window pane. Apple Bloom trotted over, and saw the glass was shattered, big enough for fillies of their size to squeeze through if they sucked in their gut...

“The glass’ll cut us, though,” Apple Bloom mused, thinking out loud. Babs gave her cousin a look, and slide the window up. Apple Bloom grinned sheepishly, and followed Babs Seed as she walked into the room on the other side of the ersatz entrance.

The room was dingy, and had been stripped of all furnishing long ago. The wallpaper, in the places it still existed, was faded and peeling, and the paint underneath was chipped and yellowing. The floors were dust covered and grime encrusted; in addition, there were several large places where the floorboards seemed they had been ripped up and placed back carelessly, so it was very obvious as to where this vandalism occurred.

“Half of this building’s condemned, and the other half doesn’t care about it,” Babs explained. “Watch out for the floorboards, ‘s where the Sterile Sunshine junkies keep their junk.”

“Sterile Sunshine?” Apple Bloom asked, eyeing the loose floorboards.

“Yeah, type of pill you eat, and it makes you all warm and lazy and stuff,” Babs answered. “We’ve got a bit of a problem here. One of the colts I hang out with says that the army made them to affect enemy populaces, because it messes with you and makes it impossible for you to have foals.”

Apple Bloom made a face, her stomach twisting into a queasy knot. “That’s awful!” She stopped in her tracks, and imagined groups of ponies her age, lolling around on the ground in this decrepit building, their futures as sterile as they were.

“Yeah, don’t think we’d ever do somethin’ so awful. Probably just a rumor; still, makes ya wonder where it came from.” Babs motioned Apple Bloom towards the other side of the room, where another window lay open. This one, however, had a plank that extended from its sill out beyond where Apple Bloom could see. Upon further inspection, it turned out that the plank was tied to another plank, and it extended over a large alleyway, into the window of another building.

“Do you always take this way to get to your favorite hidin’ place?” Apple Bloom asked, eyeing her cousin suspiciously.

“‘Course not, this is just from the train station,” Babs laughed. “I got easier ways to get here from other places, obviously.”

Apple Bloom nodded, and Babs tipped her head towards the boards. “You go first, cuz.”

“What, you scared of your own pathway?” Apple Bloom teased. Babs glanced shiftily to the side, and Apple Bloom giggled. Her giggling soon stopped when she placed a hoof tentatively on the boards. They bounced slightly even from the light momentum, and she could swear the wind had been waiting for her to come, as it started to pick up the instant she placed her second hoof on the board.

Carefully, she balanced all four hooves on the board, and inched her way out the window. Making the mistake of looking down, she saw that two stories off the ground was some hight indeed. The trash riddled alley below looked a lot more menacing from above then she assumed it did from a safe look around down on the ground.

She continued to inch along, eventually reaching the place where the boards were fastened together. Carefully, she hopped over the rope and protruding nails. The whole thing wobbled, and bobbed the poor filly up and down under her weight. Closing her eyes, she took two deep breaths, then forced herself to put on hoof in front of the other, hoping that she could stay on the board.

All of a sudden, Apple Bloom felt her hooves hit thin air, and she tumbled head over hooves off of the board. Letting out a shriek of terror, she lifted her forelegs to shield herself, as if that would protect her from a 25 foot fall onto hard concrete; as it turned out, she had reached the end of the board inside the other building, and she only fell a small three feet onto the floor, which was also made of concrete.

Straightening up, and fixing her bow, she looked behind her to see Babs effortlessly bridging the gap. She narrowed her eyes as the filly hopped down next to her. “You weren’t scared the entire time, you big faker.”

Babs smiled guiltily. “Sorry, cuz. I just wanted to see how’d you handle it. You did well!”

Apple Bloom smiled, and the two shared a laugh. Before long Babs, cut it off with a cough, and gestured once more. “Come on, we’re in the building. We’re almost there!”

Apple Bloom followed her to a flight of concrete stairs, looking around her as she did so. These rooms were covered in tarps and tools of various sizes and types. It was obvious construction was going on here, or had gone on here during recent times.

“Aren’t the construction workers gonna get mad that you’re foolin’ around in their work area?” Apple Bloom asked as they ascended the flight of steps.

Babs shook her head. “Nah, they don’t really come around here anymore. It’s alright.” The steps called for them to twist to the side, so both fillies did so quickly. They passed various landing as they climbed the stairs, always heading up.

After another two-and-a-half minutes of climbing in silence, they emptied out into a room that, despite being a dingy concrete room that was half finished, took Apple Bloom’s breath away.

From the way they had entered the room, they were facing where a wall should have been. Instead, the two got a view that overlooked the building they had first come to across the road from the train station, and indeed, to the train station itself. This was not the only thing Apple Bloom saw, however. The view extended over the entire city, looming skyscrapers, beautiful in the late afternoon sun as Celestia lowered it through the sky. She could hear the noise from the streets down below, the carriages rumbling across the roads, the shouts of street vendors, the howls of foals and the laughter of everypony else.

Looking past the city, Apple Bloom could see the rolling green hills, woods, and sharp mountains of the Equestrian wilds. Here and there, she could see a train going from a scattered town. The ocean was just beyond it, off to the side slightly, but as blue as anything.

Sending her gaze up from the tops of the roofs of the skyscrapers and apartment buildings, Apple Bloom locked eyes with the sky. The late afternoon was a deep blue, and the sun shone with a dying passion. The clouds drifted listlessly across the sky, few and far between, and the filly could see pegasi shooting in and out between them, dashing to and fro.

“It’s... beautiful,” she spoke in a hushed whisper, and Babs Seed grinned at her.

“Knew you’d like it,” she said, pawing the ground with a hoof. “I come up here when things get a bit too... heavy, y’know? It’s good to look out at the city and everything.”

Apple Bloom turned around, looking at Babs. “Heavy? Like how?”

Babs shrugged. “Parents, I guess; y’know how they are...”

Apple Bloom shook her head.

Babs’s eyes widened in shock, her mouth falling open. “Oh, right! I’m so sorry, I didn’t... and I forgot earlier too! I’m so—”

Apple Bloom smiled softly. “It’s alright, Babs. Ah don’t blame you.”

Babs looked down at the floor. “It’s just that... they’re so busy with their dinner parties and their little social gatherings and work and everything that I’ve always been a second thing to them. I mean, I know they love, it’s...” She took a deep breath. “It gets hard knowing you’re second best to a fancy gatherin’ of ponies.”

Apple Bloom put her hoof around her cousin’s neck, right over the green scarf. “Hey, it’s alright...”

“They didn’t even give a damn about me when I had all those bullying problems, a while back,” Babs said, scowling. “It’s like... I’d come home all roughed up and all they just ignored it all until I finally fought back, and they sent me off to Ponyville.”

“At least you got to meet me and girls,” Apple Bloom reminded her. Babs chuckled weakly.

“Yeah, yeah...” The filly cast a glance over towards the missing wall, staring off into the vastness of Equestria. “I got a black eye every other week though, and... I lost my first tooth in a fight. I mean, how can a parent just ignore that? And I feel bad for FEELIN’ bad, because you don’t have any parents at all, and I’m complaining about the ones I got...”

Babs bit her lower lip, and her eyes gleamed with tears. Suddenly, she was in a tight embrace given to her by Apple Bloom, her cousin wrapping her forelegs around her trembling body. Apple Bloom closed her eyes and let her head nuzzle Babs’s neck and the underside of her chin.

“It’s alright...” she said, her voice barely above a whisper. “We’ve all got our own troubles in our own ways...”

Babs smiled, glancing out at the urban landscape set before the natural one one last time, then brushed her head down slightly, her muzzle bumping against Apple Bloom’s. Apple Bloom still had her eyes closed when she felt Babs’ lips press lightly against her own.

The kiss lasted for just a brief moment, and when they pulled away, Apple Bloom was blushing furiously. Babs gave her an expectant glance, and Apple Bloom bit her cheek.

“You said you were opened minded,” Babs said, smiling softly. “And honestly, you’re one of the only mares who I could say makes me feel good ‘bout myself one hundred percent of the time.”

Apple Bloom rolled her eyes. “Babs, we fought over a carrot the last time we were in Ponyville together and didn’t speak for five hours.”

Babs bopped Apple Bloom on the muzzle playfully with one of her hooves. “Oh, you know what I mean.”

Apple Bloom smiled. “Ain’t it not right for cousins to be doin’ this with each other? I don’t see a lot of ponies taking kindly to this.”

Babs lit up. “So, you’ll do it then?”

“Do what?”

Babs groaned. “Jeez, cuz, sometimes you’re a bit slow. I want you to be my special somepony! Thought it was sorta obvious.”

Apple Bloom smiled at Babs Seed devilishly. “You do know its not best to insult somepony you want something from, right?”

Babs snorted.

Apple Bloom looked over at her cousin, and then down at the dirty concrete. The sun was still ever sinking, beginning to dip behind the tops of the buildings as the day faded from afternoon to evening.

“Ah’m...” Apple Bloom paused, watching a pigeon fly through the missing wall and land a few feet away from them. “Ah’m gonna need some time to think about that.”

Babs nodded. “I understand. I did dump it on ya a bit suddenly...”

Walking away from her cousin, she went off to a corner and pulled up some blankets. “We can sleep here, you don’t wanna deal with parents; plus, our mattresses are like rocks. Urban roughing it, you know?” She smiled in a halfhearted way towards the end of her sentence.

Apple Bloom grinned back at her. “Hehe, can’t say no to a bit of adventure.” Eyeing the thin blankets, she shivered as a draft of air blew past them. “Still, a nice warm bed...”

“Oh, come on,” Babs said, nudging her cousin. “We’ve got each other; our body heat will keep us warm.”

“Bit forward, don’tcha think?”

Babs giggled. “Oh, you know you’re gonna do it anyway.”

Apple Bloom gave her cousin a knowing smile.

The night wasn’t as cold as Apple Bloom had envisioned; Babs was very warm indeed, snuggling against her chest comfortably, and she had wrapped her scarf around the two of them as they drifted off to sleep.

As the sun filtered in through the empty windows on the other side of the room, Apple Bloom opened her eyes slowly. Babs had her forelegs wrapped around Apple Boom’s chest, and she could feel her breathing slowly in her sleep.

Apple Bloom wormed her way out from around her cousin, and walked slowly to the missing wall. The city of Manehatten was slowly awakening, and she could hear the familiar noises starting up.

“G-good morning, cuz,” Babs yawned, and Apple Bloom looked over. Her mane, as short and chopped as it was, still managed to be messy from a night of slumber. She smiled up at Apple Bloom. “You give my question a bit of thought? Got any answers for me?”

Apple Bloom turned away for a moment, then walked back towards Babs Seed. Carefully, she leaned over, and back her a kiss on the lips.

Babs blushed, but that made her smile all the brighter.