“Spring-hoof Jack appeared in the expansive Glass Ribbon parking lot early yesterday morning.” The caption appeared under a large, black and white photo of a bizarre, pale starburst behind a chain-link fence. From its front stretched a contorted imitation of a pony’s head, mouth closed in a tightened grimace, neck twisted and thin, like a warped spring.

It was early evening, and while Twilight was on the phone with Strawberry, the others were in the bedroom with a newspaper. Lacey was out.

Applejack tapped the picture. “He didn’t start out lookin’ like this.”

“He doesn’t even look equine,” Rainbow said.

“The police think he’s degenerating,” Fluttershy said. “But the article didn’t explain what that means. So…”

“He’s running out of power,” Twilight said, stepping into the room. “He’s just a magical construct. He isn’t permanent.”

“Wait. So is he dying?” Rainbow asked.

Twilight scratched her chin. “Not exactly. He was never really alive. At least, I doubt it.”

“It is like when a magical enchantment fades,” Octavia said.

“Exactly.” Twilight gave her a smile. “You’re remembering my lessons.”

“Yes.”

“So is he just gonna go away on his own soon?” Rainbow asked, tapping the paper insistently.

“Probably,” Twilight said.

“Huh. Hope it’s soon.”

“What did Strawberry say, Twilight?” Pinkie asked.

“He’s got the cranes reserved and the cables ready. The earliest he can use them is the day after tomorrow.”

“Not long now,” Applejack said, nodding. A smile grew on her lips. “Not long at all.”

It wasn’t long before they all separated, going out for a walk or retreating to their own rooms. Twilight stayed where she was to do research, and Octavia to tune her cello. She tried to read, but she was nervous: about the coming spell, about the tower, about herself, about her friends.

She sighed and closed the book, and Octavia looked at her. “Is something the matter?”

Twilight shook her head. “It’s fine. Just a lot on my mind.” She thought of the empty lot, and the explosions, and then their spell. Walking back, they saw more of the immediate aftermath than ever before. Ponies running amok, flying frantically, yelling and talking and gaping at the world like newborns. Cars hummed in the streets, abandoned, and doors hung open like their tenants’ shocked mouths. Asphalt furrowed and sidewalks buckled, and the fallen building bridges were smashed aside like pieces of trash. In a way, she thought, it was worse than before; she had to remind herself that the panic would pass.

She thought of Rose Tower, and of Rarity. She looked at her bags, and the lamplight glinted on a rivet.

“I just remembered something,” Twilight said.

Octavia looked up from her cello. “Yes?”

“I got you a present a while ago.”

“You did?”

Twilight got off the bed and rooted through her bag, producing the small pipe and pouch of marijuana, which she floated over to Octavia. She couldn’t believe she had been holding onto it for eight days. It felt like three or four. “I wasn’t exactly sure when to do this. I wanted to wait after some spells.”

“This is marijuana,” Octavia said, her voice as deadpan as ever.

“I thought it would be nice to help you relax.”

Octavia looked at her levelly. “I did not take you for the kind of pony to do something like this.”

“Oh, no, not me,” Twilight said. “I’ve never even had alcohol before. This is all for you.”

Octavia appraised it. “I appreciate the gesture, but I must decline.”

“Oh. Um, okay.” She was crestfallen, and let it show.

“Do not mistake me. I am not averse to smoking; I have done so many times, in my youth. However, I do not feel I should be letting my guard down here.”

“Letting your guard down.” “What do you mean?”

“I mean precisely that. As I have said, I am a very private mare. I do not want to forfeit any of my secrets because I am high.”

Twilight frowned; it was a reaction she had somewhat expected, but she was no less disappointed. There was pain in her voice when she replied. “Are you saying you don’t trust me?”

“It is nothing personal, Twilight. There is no pony in this world that I trust that much.”

Twilight looked at her hooves. As quickly as they had come, the hurt and indignation from Octavia’s rejection had passed, but her voice remained dejected. “I thought you said we were friends.”

“I do think of you as friends,” Octavia said.

“But you won’t trust us. You don’t tell us anything.”

“I—”

“Really, Octavia. You don’t tell us anything.”

“I have my reasons for doing so,” she said slowly.

“But you won’t tell me those either.”

Octavia only stared at her, without comment.

Twilight groaned loudly, looking up in exasperation. “Why won’t you talk to me?”

“My reasons, like my secrets, are my own.”

“But everything is a secret with you.” Twilight closed her book and tossed it to the side of the bed, suddenly disgusted with her research. “Why did you even come with us, anyway? You don’t seem to be much happier.”

Octavia had no response, and so she only blinked.

“You asked to come along with us on this adventure, and you help us at every chance you get, and yet you act like you’re in some kind of prison.”

“I have said this time and time again, Twilight. I have my reasons for acting how I do. I do not know what more I can tell you to make you trust me.” She examined Twilight’s face, her furrowed brow, her narrowed eyes. “If yours is a question of my dedication, let me assure you that I am now, as I have been, devoted to the cause of bringing Equestria back together and stopping Discord.”

Twilight took her time absorbing the words. She wanted to believe Octavia, and part of her did, but it didn’t feel right. “You have a funny way of showing it,” she said at last.

She moved to sit down across from Octavia, who reluctantly stood her cello up and gave her full attention to Twilight. “Look,” Twilight began, voice softened. “I used to be withdrawn like you. I used to be quiet, and reluctant to make friends. I used to prefer studying to socializing. But all of that changed when I moved to Ponyville. I started learning about friendship, and other ponies, and that sometimes your own company isn’t good enough. And one of the most important things I learned about friendship is that it doesn’t work when there isn’t communication.”

Octavia simply looked at her, not certain what she was expected to say.

“This. Friendship. Is. Broken,” Twilight said, inching her face closer to Octavia’s. “Pinkie told me when we first found you that having you along with us was going to be just about the nicest, best thing we could do for you, and I believed her. I know we’re not alike, but Pinkie and I are best friends, and I’ve learned to trust her on things like this. But… I’m not sure anymore.”

“Why does my secrecy bother you? Do you think that I have an ulterior motive?”

“No, not that, not really. I—I just…” She raised her eyes, searching for the right way to convey her feelings. “What’s your problem? What is going on inside you that’s so bad, so scary, so… whatever, that it’s turned you into this? Sometimes I feel like we’re dragging a statue around with us.”

“Please lower your voice,” Octavia said calmly.

Twilight continued in an intense whisper. “Neither one of us is leaving this room until I get some answers.”

“If it comes down to which one of us is more patient, Twilight Sparkle, then that is a standoff that you will lose. I can wait here until, and past, tomorrow morning. I do not require entertainment, or food, or sleep.”

Twilight was prepared to respond, but the absolute conviction in Octavia’s voice sucked the aggressive resolve out of her. “Can you really do that?”

“I have done so before.”

“When?”

“I apologize, but I cannot say.”

Twilight moaned. She knew Octavia was right; she was already getting tired of the conversation. “Why are you so afraid to talk about this?”

“Fear is not my motivation.”

“Then what is?”

Octavia thought, and Twilight leaned back a little, to give her space. “I do not wish to complicate my relationships with other ponies. My past was difficult, it is true, but it is a difficulty that I can manage on my own. To tell others of it will only serve to worry them.”

“I’m already worried, Octavia. We all are.”

“You need not be.”

Twilight sighed. “Another thing I learned through my experiences in Ponyville is that when true friends are worried about you, they won’t rest until they have answers.”

“That sounds like a valuable lesson,” Octavia said.

“Dang it, Octavia, can’t you see what I’m saying? I am trying to be your friend here, trying to get inside your head, trying to get to know you better, but you won’t cooperate.”

“Why do you feel that you must know my secrets for this to be a proper friendship?”

“Because there isn’t anything else to you!” Twilight cried, her composure suddenly cracked. “Your past is a secret, your present is a secret, what you do at night is a secret. I mean, the only thing I know about you for sure is that you’re gray, you have a cello, and you might be good at explosion magic. That’s not a lot to base a friendship on.”

“I concede your point,” Octavia said quietly. She looked tired, but her eyes were as steely as ever.

Twilight bowed her head momentarily. “Thank you. Now we’re getting somewhere.” She took a breath and let Octavia rest a moment, before probing further. “So, why are you like this? What’s going on with you?”

Octavia sighed. “If I tell you what has been going on recently, will you stop asking me about my past?”

“I… if it’s my only choice, then I guess I’ll have to take it.”

“It is.”

“Then yes. Tell me what’s going on with you now, and I’ll stop bothering you.”

Octavia considered for a very long time, and Twilight waited patiently. “Very well. Understand, Twilight, that this is between us only. No other pony is to know about this exchange.”

“I don’t want to keep secrets from my friends.”

“If you are uncomfortable, you may back out now and leave me alone.”

Twilight paused, then stood and went to the door, and Octavia thought for one happy, dreadful moment that she was going to leave. She opened it and looked outside, then closed it again and sat back down. “Just making sure we’re alone. Now, talk to me. Why are you like this?”

“First, know that I was not always like this, neither in my youth nor in my very early adulthood.” She sighed; Twilight could see the exertion in her expression. The difficulty of divulging herself. “For reasons that I will not explain, I have had… dreams. Nightmares, actually. Very lifelike and very powerful nightmares.”

“We’ve all been having nightmares, though,” Twilight said.

Octavia considered her response carefully. “Mine began years ago. Shortly after I left home.”

“Oh.”

“They started slowly. One or two a week—and that was enough to disturb me greatly. As… the years went by, they grew more frequent.”

Twilight waited a minute, but Octavia seemed lost in her memories. “How frequent?”

“Every time I fell asleep.”

“And that’s why your sleep is all… messed up,” Twilight said, and Octavia nodded.

“I have given it much consideration, and believe that I have stress-related insomnia.” There was a catch in her voice, and Twilight cocked her ears. It was the first sign of strong emotion she had seen. “At first, I stayed up purely by force of will, but as it grew easier, I found that I could not fall asleep, even when I wanted to.”

“Is that why you’re so… unemotional?”

“I am unemotional because I have learned to control myself.”

“Why?”

“I will not tell you that.”

“But—fine. So, do you still have these nightmares?”

“Yes. Constantly.” She looked away briefly. “Forgive me. Talking about it is difficult.”

“It’s fine.” They were both silent for a long time, and Twilight studied Octavia’s expression. She looked sick, like she was ready to curl up and die, or else simply walk away. Her eyes reflected cold, self-aware sorrow, private and constant. Her face looked like a mask of itself.

Twilight lowered her voice. “Why were you so opposed to telling anyone about this?”

“I do not want ponies to suffer on my behalf. It is a problem that I can handle on my own. All I need is time.”

“You don’t seem to be handling it very well.”

“I only need more time,” she said weakly.

“Have you considered getting help? Professional help, I mean.”

“It would be a waste of resources,” she said quickly. “Besides, we do not have the time for me to visit a psychiatrist with any regularity.”

“If you stayed here while we went on, you could get help, and then we could come back when you’re done,” Twilight suggested.

“That is out of the question.”

“Why?”

“I…” She blushed and frowned. Twilight could see her angry self-abasement at the display.

“You don’t want to be alone,” Twilight said quietly.

Octavia only nodded, closing her eyes. “I am ashamed.”

“Oh, no, don’t be ashamed! It’s natural for you to not want to be away from your friends for so long.” She stopped and smiled faintly. She was sad for Octavia, but the modicum of progress—the admittance of affection—tore at her somber mood. “I still think it would be best for you to see someone about this.”

“I appreciate your counsel, but I will not waste your time and my own money on this.”

Twilight looked chagrined. “What if I made an appointment for you?”

“Then you would be breaking your promise to secrecy. You cannot possibly have me seeing someone without alerting your friends.”

“I suppose so.” They were both silent for a long time. “So… what are your nightmares about?”

“I will not say.”

“Have they been having a stallion in them?”

The question caught Octavia off guard, and she only regarded Twilight neutrally. “I need you to be more specific.”

“Everyone has been having nightmares recently. Every one of us. Every night.”

“Rarity has told me of this.”

“And for some of us, there’s a pony that keeps appearing.” She paused. “He’s pretty clear for me, but not so much for the others. He’s a bright white unicorn with blue eyes.”

Octavia thought and recalled her most recent dream. It had been the night before they left the Oranges’ apartment. “I remember blue eyes.”

“Have you ever met somepony that fits his description?”

“Not that I remember.”

Twilight sighed. “That’s what everypony else said too.”

“What does it mean?”

“I don’t know. And I’m not sure if I can find out more than the basics. I don’t have any advanced oneiromantic texts.”

Octavia raised an inquisitive eyebrow.

“Books about dreams, and dream magic.”

“I see.”

“If we’re all dreaming the same thing, it could be an enchantment or something. But where we were enchanted, I have no idea.”

Octavia nodded.

“But we can talk about that later. I… this was really enlightening, Octavia. Thank you for finally opening up to me.”

Octavia’s expression, blank, darkened slightly. “You are welcome.”

“How do you feel?”

“I am conflicted. I am partially upset for having shared this with you, and partially relieved for finally unburdening myself. It is a selfish feeling… I hate it.”

“It’s not selfish to feel relief, Octavia. It’s a natural thing.”

“I feel relief because you are now included in my problems. That is a very selfish thing.”

“But I asked for it,” Twilight said.

“But I should not be happy for it. I should be contrite for your misfortune.”

Twilight sat back and shook her head, a bemused smile teasing her mouth.

“What?”

“How can someone who grew up with Pinkie Pie be so unhappy?”

“It is not my place to comment on your question.”

“I don’t understand you, Octavia.”

“I already feel very uncomfortable right now; please do not make me answer more personal questions.”

Twilight held up her hooves. “Okay, I won’t. But… you should consider talking to someone else about this.”

“I have no reason to do so.”

“You’ll feel much better if you get this off your chest to everyone.”

“I will be spreading negativity.”

“Well, just think about it. Does Pinkie know, at least?”

“You are the only one who knows this particular secret.”

Twilight nodded solemnly. She knew Octavia would appreciate it. “I understand. And I promise to keep it.”

“Thank you.”

“If you ever want to talk, I’ll be available.”

“I will keep that in mind. Do not expect me to open up to you frequently, if at all.”

“I won’t.” She stood up. “I imagine you’d like to be alone?”

“Very much so.”

Twilight silently replaced her pipe and marijuana, looking at them with disappointment before stuffing them under a winter coat, and left.

Octavia went to the bedside and sat, face to the door. Only when the room was silent, completely silent, did the weight of her emotions fall in on her. Relief, shame, and, most alarming of all, loneliness, caught in one unmanageable tangle. She stared at the off-white wall and allowed her emotions to penetrate her thoughts, coloring her memories, her dreams, her fears, her secrets. She looked at her cello. It had been more than a month since she played it seriously.

Music wound through her head. Music she had learned, played, or merely heard from elsewhere. A dim room, and a single mare within. Her eyes beaded with tears, her teeth clenched, her throat tightened. An orchestra swelled dramatically in her mind. “Am I only dreaming?” Her face was wet, and she shuddered, angry even in her private suffering.

Lacey entered the flat at one in the morning. The lights were out, and she did her best to stay quiet as she set down her keys and made herself a strong drink.

She was just returning from a meeting with Wings and Jet. It hadn’t gone well. She sat down in the anteroom with her drink, the lights off, and stared into the darkness, contemplating.

Even from the beginning, they were cold to her. She had hoped news of the photographs would please them—that proof that she could save their jobs would turn them in her favor. Instead, it only soured them further.

And when she told them her plan to get Rarity in a video the next day, before she could think better of it and back out, she could almost feel the ice between them grow. Jet’s voice resounded through her head, cutting her. “I’m really starting to question this friendship, Lacey.”

It was with that sentence that she knew she had gone too far. As Jet spoke, Wings nodded along, and she could only watch from the corner of her skull as she, caught up in defensive hurt, spoke without thinking. She didn’t want to lose them, but fear, as it did when she was younger, made her mean. She insulted them; she called them fools, idiots, and saboteurs. She threatened them.

And then it was over. They looked back at her, clearly just as injured as she, and she left them where they sat. Only when she was almost home did her façade break, and she realized fully what she had done.

But by then, it was far too late.

The Elements woke to a peal of thunder, and for a moment, they thought it was still night. A quick look out the window showed the darkness only to be due to a thick blanket of black clouds. It was nine o’ clock.

Lacey was already in the kitchen, staring at a newspaper with defeated eyes while a bowl of cereal slowly disintegrated before her. They sat around her and made morning small talk: the weather, their airship plans, the tower.

When they were done with breakfast, Twilight invited Lacey along to the airship dealership, and she declined. She and Rarity had something they needed to do, she said; Rarity agreed a little clumsily, but no one seemed to notice. After they helped her clean up, they left, leaving Rarity again alone with Lacey.

“So, Rarity. I imagine you know why I’m keeping you here.”

“Yes.”

Lacey paced the room, and Rarity watched. She could see that something was bothering Lacey very deeply, but didn’t ask about it. Her own worries were enough for her.

She looked back, and Rarity met her eyes curiously, her expression soft. “I’m taking your pictures with me to the studio, today. They still need approved, but I can tell you right now, they will be. There’s enough material there, and you’re an attractive mare.”

“Oh. Um… that’s good?”

“Yes.”

Rarity looked away, out a rain-streaked window. A splinter of lightning kissed the top of Rose Tower, briefly illuminating its imposing, black crown. A crackle of thunder came quickly after. “So what more do you need me for?”

“Those pictures will get you, I would guess, three hundred bits.”

Disappointment sunk into her mind. “That’s… a start.”

Lacey looked at her face, and Rarity looked back uncomfortably. She felt exposed under Lacey’s eyes. “If you want more money, you’ll need more than some photos.”

Rarity tensed. She knew what Lacey was going to suggest, and she could feel her blood tingling with fear. “Um… do you…”

“Film, Rarity. I’m talking about film.”

The abruptness was like a physical blow, and Rarity looked down. “I understand.” Her voice was soft, almost a whisper.

Lacey did not approach her. “I can get you into a video today.”

“Today?”

“Today. As in, a couple hours from now, today.” She put on a smile. “It’ll be the easiest seven hundred bits you’ve ever made.”

Rarity opened her mouth to object, but stopped. The number cut through her mind, leaving a trail of doubt, and though she was ready to reject the offer, she had to pause. “Seven hundred bits is a lot of money. But… a video.” She dropped her gaze and shook her head; she knew it was wrong, but standing in front of Lacey, so clearly upset, she felt ashamed. “I appreciate the offer, but I don’t think I want to do it.”

“Not for seven hundred bits?”

“I’m sorry.” She was afraid to look at Lacey. “Playing with myself is one thing, but sex with a total stranger… no, Lacey.”

“Be reasonable, Rarity.”

“Be reasonable?” She looked up, indignant. “No. I don’t want to do it. You said you’d back off if I ever got uncomfortable, and now I’m uncomfortable. I… thank you for the offer, but I don’t want to do a video. I’ll just get the money some other way.”

“You and your friends?”

Rarity looked at her, frozen. Lacey’s tone was aggressive, intelligent. “What do you mean?”

“How much does an airship cost, Rarity?” Her voice was slowing down, deepening, and Rarity could hear anger—not insulted, hurt anger, but a calculating, merciless will to inflict pain.

It made her nervous. “I’m sorry?”

“An airship will cost you somewhere around thirty thousand bits. Forty or fifty even, if you go a little more expensive. Plus furnishings for seven ponies. Plus food, supplies, and medical equipment for your adventure. Plus maintenance, for when you inevitably crash, or are attacked by Discord, or something.” She smiled emptily, humorlessly. “Plus any incidental expenses that come along from distractions. Distractions like me. Or like Spring-hoof Jack.”

Rarity’s mouth was slowly opening in shock, and she could feel the blood draining from her face. She had only known Lacey a couple days, and she considered herself a good judge of character, but the mare who stood before her was not the mare she met in Rose Tower.

“Sure, you have that little note from the treasury. That’s good, in some places. But what if you need liquid money? What if you need cold, physical coins?”

Rarity took an involuntary step back. She wanted to argue, but Lacey’s eyes glowed fiercely as she seemed to tower over her. When she tried to speak, her voice was small and scared. “Why are you doing this?”

“What about your boutique? What about anything your friends lost? What about all that, Rarity?”

“I don’t want to do this. Please, just… stop.”

Lacey paused, and for a moment, Rarity thought she was free. “I’ll make you an offer. Do this for me. Today, do this video for me. For your friends. And I’ll split the cost of the airship with you.”

Rarity gasped in spite of herself. “You… are you serious?”

“Do you need to see the money?”

Rarity could only stare. She felt cold, judged, and Lacey watched her face. Watching for flashes of emotion. Finally, she managed to speak under the pressure. “I… am still very uncomfortable.”

“Fine,” Lacey said loftily. “If that’s what you want. Like I said, I don’t want to push you. But that’s an awfully selfish thing for you to do.”

“I…”

“Of course, I would never tell your friends that you refused to help them. That’s not my place.” She turned around. “They’ll never know. But you will. Can you live with that?”

Rarity stuttered. Lacey’s words had dissolved her self-assurance.

“I sure couldn’t.”

“I… need to think about this.”

“Do so. I need to be at the studio by eleven.”

Rarity rode in Lacey’s car, a small, streamlined, lipstick red lozenge that stood out among the rain-assaulted traffic, stuck at a standstill beside the decaying corpse of a bridge, pushed up into a parking lot. Lacey didn’t speak; she had only told Rarity what to expect from her video. It was to be a standard, vanilla sex video, with standard, vanilla foreplay. “You should be able to handle it,” she said without looking.

They parked outside an unassuming, brick studio and entered through a side door. Immediately inside, the sound of the rain reverted to a low hiss, and Rarity felt trapped. All during the trip over, she could only think one thing: “here I go.” It felt unreal.

She followed Lacey down a tile corridor, afraid to look ahead at the approaching, unmarked door. She counted the lights, each live one separated by three dead ones, and listened for any sounds from within.

She moved close up to Lacey, hating the proximity to her, but hating the unfamiliarity of the studio even more. They walked into a large, open, flatly-lit room, forested with free-standing lights and surrounding a central, elevated simulacrum of a bedroom. Ponies milled around the set, checking cameras, fiddling with lights, inspecting microphones.

“This is it?” Rarity asked quietly.

“Yep. Here’s where you do your work.” Lacey looked up quickly at the flapping of wings, and her wary expression turned bitter as two pegasi, one light cream and the other deep, dark green, landed from the rafters.

“Lacey,” the dark one said, nodding curtly.

“This is the fish?” the cream one asked, nodding at Rarity.

Lacey sighed through her nose. “Yes, this is Rarity. Rarity, this is—”

“Wings and Jet, Rarity,” the dark pony said, grabbing Rarity’s hoof and pumping it energetically. “I’m Jet.”

“Like jet-black, if you have a tough time remembering,” the other, Wings, said.

“Um, it’s nice to meet you,” Rarity said nervously, looking around.

“Don’t crowd her,” Lacey snipped. “She has important work to do today.”

Wings snorted, and Lacey glared at her.

“So you must be pretty interested in getting into this kind of thing to come down here, Rarity. Is that right?” Jet said.

“Be very careful, Jet,” Lacey said. “Remember what we discussed.”

“What did you discuss?” Rarity asked.

Lacey sidled up to her, pushing her slightly away from the pegasi. “How they need to be polite with you. On account of your newness.” She looked significantly at Wings, who looked at Jet briefly.

“Wouldn’t want to scare you away from all this,” Jet said slowly.

“Or put you in a position where you’re uncomfortable,” Wings added.

“Exactly,” Lacey said liquidly. “We all want this to go as smoothly as possible for Rarity.” She glanced upwards. “Are the lights ready?”

“Nearly.”

“Well, you’d better get to work, hm?”

Wings and Jet mumbled to each other, then took off.

“Sorry about them,” Lacey said. “They can be a little too familiar with ponies.”

Rarity only nodded. She didn’t want to talk or look around more than she had to.

She stood where she was for what felt like twenty minutes, just watching. Watching ponies move around, watching Wings and Jet above, watching Lacey watch her. When a large, blue-gray pegasus entered the set, she didn’t immediately register that he was to be her partner. He introduced himself as Bigwig, shook her hoof, and smiled kindly when she failed to hide her fear.

“Yo! We’re good to go!” Jet barked from above.

“You heard her,” Lacey said, rubbing Rarity’s back affectionately. “Time to go, my little pony.”

Rarity nodded distantly and looked back. Already, she felt cold, separated from her body. Her heartbeat was slow, her brow was dry, and her fur lay flat, a reflection of the calm on her face. “I’ve been feeling not myself lately.” Lacey was already walking off the set with the others, leaving the two of them alone with a big, empty bed. In the car, she had told Rarity that the video was specifically meant to be amateur; her counterpart would do most of the work, and all Rarity had to do was react, follow stage directions, and avoid looking at the cameras. The most difficult thing she would have to do was in the beginning, where she would climb into bed, grab a book, and make like she was settling in to sleep. Easy.

As the cameras slowly swung onto them, Rarity closed her eyes. “The instant you start to feel uncomfortable is the instant I back off.” “I do need the money.” “We all need the money.” “The city changes a pony.” “We love you, Rarity.” The final thought was in her friends’ voices. All of them smiled at her in her mind, supporting her. “For my friends.”

She stepped closer to Bigwig, who nodded encouragingly.

“And we’re rolling.”

“Hey, babe.” Bigwig leaned over and put a hoof on Rarity’s book, gently pushing it away.

“Make it real, Rarity.” She half lidded her eyes and looked back at the actor. “Hey.”

“Tired?”

She smiled and leaned back into the too-soft pillow, and caught a light in her eyes. Her vision was blurred with soft color as she spoke. “Not at all, my darling.”

She didn’t resist as their lips met, nor did she squirm when his hooves slithered under the sheets to caress her. The first few seconds were pleasant. He wore a honey-flavored lip balm, and his kiss felt genuinely passionate, but gentle—both things she liked.

Then his tongue entered her mouth, and she was dragged back into the studio. “It’s not real, Rarity.” Her eyes fluttered open for an instant, and she saw his face, too close to her own. She could see his fur, smell it—processed and glamorized.

She closed her eyes tighter and tried to force her mind into a better place. She remembered Ponyville.

The sheets were down by their back legs as they tangled together, his hooves on her withers or in her mane, her hooves lower down his back. They broke a kiss for just a moment, and he ground himself closer to her.

Ponyville was sunny and beautiful, a little too warm for her liking. She and Fluttershy were meeting for lunch and afternoon tea, followed by a couple hours at the spa.

The tip of his penis slid against her lower belly. She was wet.

“Um, the citrus tea, please,” Fluttershy said to a waiter, who nodded.

“Cut! Rarity, try not to look so blank when you take him into your mouth.”

She recoiled quickly, eyes glazed, as Bigwig repositioned himself on the bed.

“And we’re rolling.”

She took the toothpick gingerly out of her sandwich while Fluttershy turned away to commune with a sparrow that had landed nearby. She took a bite.

She gagged as Bigwig pushed himself too deep into her throat, and the scene ended. He apologized as she coughed, and someone gave her a glass of water. When she was better, they started again. “For your friends.”

“For your friends, Rarity. They would do it for you. Do it for them. Do it for the mission. We need money. I need money. Just do it for your friends.”

Sun dappled through an umbrella. Spotted tabletop. Empty glasses. Rumpled napkins. Rumpled sheets. Heavy breathing. Butterflies in a tiny garden by the restaurant’s side.

A rough set of hooves on her body. Hot breath in her face and in her mouth. Eyes closed. Lights, camera, action.

“For my friends.”

Walking slowly down the dirt road. A delicate hooftip tickling the sensitive fur on her underside. Squirming with pleasure. Blushing with shame. Wiping the sweat from her forehead and shading her eyes from the springtime sun. The spa is near.

“Cut. Bigwig, this isn’t a race. Slow down and let her play with you some more.”

Admiring the leaves on a tree. Warm, wet loins. White hooves gliding down his shaft, pulsing savagely. “I need the money.” Gasp.

Kicking legs. A significant look in the eyes. Three, two, one.

Something foreign and hot and huge enters her. Rock back into the pillow. An involuntary moan. Shift weight, and the heavy feeling of his strange cock. Thrust—careful at first. Another moan.

“For my friends.” Strained, unhappy.

Birds chirp. A breeze blows. Fluttershy ruffles her wings. Pump, pump, pump. Balls slap wet skin. “Formyfriends.”

“Mm, you’re so tight.”

Sweat glistens on his chest. Her nipples burn. She smells his body, his breath, her own hormones.

Gasp.

Moan.

Gasp.

Lights in her eyes. Aloe and Lotus greet them with enthusiastic smiles.

“Oh, Celestia, yes. Give it to me.”

A sharp pain. Too deep. Gasp.

Tile floor. Stairs. The sheets are rough. “Friends.”

Change position. Crouch. Relief as it leaves her. Eyes turned down to the bed.

The book is still there.

“The usual?”

“Yes, please.”

“Unh, Rarity. Rarity, Rarity, Rarity.”

Three, two—

Pump. Easier this time.

In and out. Slap slap slap.

“This hot tub is soooo luxurious.”

Warmth.

Pain.

The fantasy unravels.

Fabric. Lights. Cameras. Ponies on the sidelines. A stranger behind. Lacey nearby. Wings and Jet watching.

Pleasure. Terror. Precum. Exposure, and vulnerability. One camera sits before them both. Her own face caught in the lens. The smell of two bodies. The sound.

Hooves and fur.

“Cut.”

“And we’re rolling.”

“Cut.”

“And we’re rolling.”

“For my friends.”

“The instant you start to feel uncomfortable is the instant I back off.”

“I need the money.”

“Uh, uh, uh, uh.”

Switch. Caught on her back. Eyes forced into a rippling chest. Muscles play along tensed wing joints.

“Here I go.”

Trapped.

Crushed.

It feels good, but she hates it.

Her body is full. Blood wiggling with pleasure.

Heat in her abdomen.

She said he’d just pretend to finish, right?

A cloudy mind, a sharp sensation.

“For my friends, for my friends, for my friends.”

She hates it, but it feels good.

“Please, stop.”

“I need the money.”

“Oh, yeah, baby. You like it like this?”

“Cut.”

“More emotion, Rarity.”

“And we’re rolling.”

“Oh, yeah, baby. You like it like this?”

Long, throaty moan.

Panting. Sweat and fluid.

Lust is in the air.

She hates it, but it feels good.

“For them.”

“Stop this.”

“Finish in my mouth.”

“Please, let me out.”

“Oh, Rarity.”

“Oh, Bigwig.”

Lights, cameras, microphones, ponies, eyes, and that book brushes her mane as she lies back. Hooves play with her chest and belly and nipples as her insides are squished and pulverized, and it feels so good.

Shiver, shudder. Masculine moan vibrating her skin.

Shiver, shudder. Feminine gasp and shriek. Sweat in her eyes. Her makeup runs.

“For my friends.”

He collapses on top of her. He sighs in her face. She wrinkles her nose as he kisses her and snuggles closer. She follows suit.

“Please, let me out.”

“Cut. Try to make it a little sweeter.”

“And we’re rolling.”

Shiver, shudder. The same moan, the same shriek. She feels false and stricken, but the director approves.

Kiss, cuddle, a hoof traces tiny, desperate circles on her stomach.

“Cut.”

“That’s a wrap.”

“Good job everypony.”

“Let’s get this cleaned up.”

Rarity didn’t speak as she signed the papers to allow her image to be used, nor on the drive home, and Lacey didn’t press her. When they arrived, Rarity went to her room.

The ascent of Glass Ribbon was not the affair that it was in Rose Tower. Gone was the wonder, the novelty, the unfamiliarity of the new, glittering, cosmopolitan world, replaced with an accustomed readiness. They followed Octavia to a small station, where they rode a tiny, rocking train to the very top, passing shining shops, glowing mall corridors, and gilded fountains and rails. Just more city.

They disembarked in a narrow hallway of rain-streaked glass and entered a massive, circular space. There was no roof, and the freezing rain bombarded them like stones. The individual booths—dealerships, all—were covered, but they were soaked when they reached the nearest counter.

For half an hour they stood, shivering in the weather, while the salespony showed them photograph after photograph of ships that might interest them. They eventually settled on a forty-four thousand bit cruiser, built specifically for exploration. Seven turbines; thirty-six miles to the gallon and a forty-five mile per hour maximum speed; and a torch with a pocket dimension enchantment, to hold extra fuel—all attached to a swollen, black balloon, vented for easy descent and capable of functioning in ten degree-weather, or at fourteen thousand feet. It was mounted with a pair of heavy-duty turrets, and a flame-thrower under the bowsprit—usually used to clear oppressive snowstorms, the salespony explained. They paid on the spot, but the airship would not be ready until the day after.

When they got back, Lacey was preparing lunch, and Rarity was in her room, looking through one of Twilight’s books. Twilight wrote a letter to Princess Celestia while the others helped Lacey in the kitchen.

After lunch, Lacey wrote a check for twenty-two thousand bits, made out, with some hesitation, to the Royal Canterlot Treasury. Twilight enclosed it in her letter and sent it, thanking Lacey profusely.

She went back to her room, uncertain of what to do for the rest of the day; Octavia, Rarity, and Fluttershy were already there, no conversation among them, and Pinkie, Rainbow and Applejack had gone out for a walk. Twilight sat down with a small sigh, and Fluttershy looked at her inquisitively. Before either could begin speaking, she felt her horn glow and burn, and a letter squeezed out. Her gratefulness for the diversion was clear on her face as she read it to them.

“Dear Elements of Harmony, I hope things are going well for you. I regret to inform you that Discord has taken control of Draught Castle.” She paused, frowning slightly.

“Um, I’m sorry, but what’s Draught Castle?” Fluttershy asked.

“I read about it a long time ago in A Concise History of the Sun and Moon Goddesses. Which is, ironically, quite long. Er, anyway.” She put the letter aside for a second. “First, as you know, there was the Castle of the Two Sisters, in the Everfree Forest—though it wasn’t a forest when the castle was first built. Princess Celestia and Luna ruled from there for a long time, but when Princess Luna turned into Nightmare Moon, Princess Celestia had to move to a different part of the country. That ties into international politics; I won’t go into it right now. But anyway, that castle was Draught Castle.”

“Um, did she have to pick such a, well, not-nice name for it?”

“She didn’t want it to sound inviting. This was a castle, not a palace, Fluttershy.”

“There was the threat of war at that time, was there not?” Octavia asked.

“Exactly. And with one princess, um, indisposed, Princess Celestia had to appear extra threatening. But once everything settled down, she was able to move up to present-day Canterlot. And that’s the palace.” She grabbed the letter. “If Discord has Princess Celestia’s old castle, that’s really bad news.”

“So the villain has an impenetrable fortress, is what you’re saying,” Rarity said.

“Preeeeetty much,” Twilight said. She read on. “Unfortunately, it was very easy for him to do this, as the castle has been unguarded for some time, save for a few decaying enchantments and defunct defense mechanisms. I have no doubt in my mind that he is restoring it, even as I write to you.”

“The others aren’t going to like this,” Fluttershy said quietly.

“However, not all is ill news. Huh, that’s a weird sentence. In her last letter, my sister mentioned an increase in unexplained, dangerous phenomena across Equestria, of which Manehattan’s Spring-hoof Jack is one. I am happy to report that while Discord has been shutting himself up in Celestia’s old castle, I have had the opportunity to begin working against his other designs.”

“About time something starts happening,” Rarity mumbled to herself.

Twilight flicked a glance her way before continuing. “Thank you truly for the compensation, but you need not worry so much about finances. Princess Celestia and I both expect, and are prepared, to have a severely depleted treasury when all this is over. Be smart, and be safe. In love and friendship, Princess Luna.”

“Wait, why is Princess Luna writing to you?” Fluttershy asked.

“Princess Celestia’s away,” Twilight said. “She said she had to go to the griffons, for diplomatic duty.”

“Oh, right.”

“I hope she’s not gone long,” Rarity said dully. “I don’t like the idea of having only one princess at a time like this.”

Fluttershy looked at her, concern evident in her eyes. “Rarity, are you okay?”

“I’m just tired.”

“Oh, okay. Um, is that all?”

“Yes,” Rarity said shortly, and Fluttershy flinched. “Oh, sorry, Fluttershy. I… yes, I’m just tired.”

Rainbow, Pinkie and Applejack had been out walking for half an hour, following Rainbow’s lead. It was still raining, and the streets were shining, black strands of water under rolling cars.

“This isn’t natural,” Rainbow said, raising her eyes briefly.

“Yeah, I thought this city was supposed to be having a drought!” Pinkie said.

“No, not that. Well, yeah, that too, but that’s not what I meant.” Rainbow shook her mane, throwing water all over. “A storm like this doesn’t form in a single night. It takes at least a couple days for the pegasi to get all the clouds organized, and I didn’t see anything like that yesterday.”

“What do ya think it is, then?” Applejack asked.

“I dunno.”

“Discord again?” Pinkie offered.

“Sure, why not?”

They crossed the street and walked to a music shop, resting for a moment under a waterfall awning.

“I gotta say, girls, I’m starting to get worried,” Rainbow said suddenly.

“What about?” Pinkie asked.

“Everypony’s turning sad. First it was Octavia, then Twilight, now Rarity. Who’s next? What if it’s me? I don’t want to be sad like them.”

“Hold on a sec,” Applejack said. “Twilight ain’t sad. What makes you say that?”

“Are you kidding? She—” She stopped, and a blush formed on her cheeks. “Uh, wait. No, you’re right. She isn’t sad.” She averted her eyes and scratched the back of her neck. “I was thinking of someone else.”

“Rainbow, what are you hidin’?”

“Never mind, AJ. If you really want to know, ask Twilight. I shouldn’t be talking anymore.”

“Ah think Ah’ll do just that. ‘Cause yer right; Octavia, an’ now Rarity. An’ maybe Twilight. Ah think there’s somethin’ wrong with this whole setup.”

“You just don’t trust Lacey,” Pinkie said.

“Ah don’t. Ah don’t think she’s tellin’ us the whole story. She’s got Rarity stayin’ behind two days in a row, an’ now she’s startin’ to withdraw. It’s too suspicious, if y’ask me.”

“Yeah,” Rainbow said, suddenly absentminded.

“What is it, Dashie?” Pinkie asked.

“I thought I saw something,” she said, looking around, squinting at the tops of the surrounding buildings.

“Yer paranoid,” Applejack said.

“You should talk,” Rainbow shot back, and Applejack shrugged.

“Guess Ah can’t argue with that.”

“Wait,” Rainbow said sharply. Her ears went up as she strained to pick up any sounds. There was a light scraping from above and behind; she whirled, only to face the empty sidewalk.

“We done, Rainbow?”

She turned to shush her when something, blurred by the speed of its movement, torpedoed from above, slicing down through the rain like a bolt of lightning. It crashed into a parked car on the other side of the street, rocking it on its wheels.

What they saw, they didn’t immediately understand. Spring-hoof Jack was a pale splash of flesh and fur, vibrating over the ground as he tried to gain his hooves. His head was a flattened, swiveling plate on a knotted rope neck, his mane a foaming, fluffing stew. His body seemed folded in on itself, a crumpled piece of paper turning endlessly inside a destroyed suit jacket, with splayed hooves like spindles on a crushed comb.

As he scraped and slid over the ground, he gradually reformed into a vaguely equine shape. They could see his red eyes, like match heads wobbling in dark wells of putrid shadow, and his mouth, itself a forest of motion. As he jumped again, backwards and into the building behind him, a cloud of pale flakes lingered to gently filter to the wet ground.

They watched in shock as he crashed into the wall and, instead of falling over, bounced immediately back up to land in the middle of the street. Ponies’ eyes appeared in the windows, and beside them, a door jingled open quickly as a pony stepped noisily onto the sidewalk.

“Get in,” the stranger said firmly. She held the door open as they shuffled inside, then motioned for them to duck behind the counter. She stood by the window as they hid, peeking over the counter to watch the display.

Lightning crashed in the sky as Spring-hoof Jack danced, throwing up sprays of droplets, white and crystalline both, and each reflected against the nearby car’s bumper. He moved with no clear intent; his impulsive movement, once directed and fierce, seemed sick and broken as his stricken legs flashed across the ground, bending, twisting. A crackle of thunder masked the pop and jangle of stretching ligaments.

“What’s he doing?” Pinkie asked finally. The pony hushed her.

At last, with a disorienting turn of his pallet head, he made another jump, sideways like a shock of flung snow. He skidded into the curb, and more fragments exploded off him, glittering shards of white in the falling water. Blue flashed in his gnashing mouth, and his eyes blinked out. They leaned forward, and the stranger with them, as he lazily tilted to the side, one leg waving like a dying reed, extending out and then in, flopping stupidly all the way over the street, then curling back into his body. His neck bulged, his head squished, his mouth was a long, open envelope of tiny, nimble teeth.

“Look there,” Applejack said, pointing to the street’s end. A unicorn stood, horn glowing brightly in the storm.

More fragments, more shards, more rain, and then Spring-hoof Jack made a final lunge, his body stretching like putty over slick asphalt, before slowly dissolving into a shower of white dust. A last thumb of blue flame puttered up and hissed away.

He was no more.

A group of ponies appeared shortly to inspect the remains, and scattered before the police could arrive. The stranger who let them in walked them back to Lacey’s flat, and when they were a sufficient distance away from the scene of Spring-hoof Jack’s destruction, began speaking.

“He’s not a pony, but an enchantment given form. What you witnessed was that enchantment running out of power.”

“That’s what Twilight said,” Pinkie said.

“Yes. The Manehattan police have been chasing him, to no effect. His death is due to the efforts of a small group of spell-breakers. Outside the city’s law enforcement.”

“Outside?” Applejack said, wary.

“More like apart from,” the stranger said. “We still work in service of the princesses. It’s complicated.”

“Secret agents,” Rainbow whispered to Pinkie, who giggled.

“If that’s what you like, sure.” The stranger chuckled. “It doesn’t matter. Not to you. What does matter is Spring-hoof Jack is gone. The ponies that came before the cops were forensic magicians, to verify if he was actually finished. He is.”

“So that’s it?” Pinkie asked. “The end? No more jumpy pony? No more scary, creepy Spring-hoof Jack?”

“Yeah, that’s it.”

“Feels kinda weird that it wasn’t us who stopped him,” Applejack said.

They turned down the street to Lacey’s home. “Hey, less work, less stress. I ain’t complaining,” Rainbow said.

With both Octavia and Rarity sitting silently at the dinner table, the conversation moved slowly, even with news of Spring-hoof Jack, and the mysterious unicorns that appeared just after his destruction. The usual banter was gone; Applejack told them the news, answered what questions she could, and left the rest to mild speculation. Rainbow and Pinkie insisted that the strange ponies were secret agents, but Lacey said they were likely just part of a vigilante group. In the big city, she said, they were surprisingly common.

Afterwards, Twilight called Strawberry to finalize their plans for the spell, while the others went to a bedroom. It was still too early to sleep, but there was nothing for them elsewhere, and with two of their number depressed and quiet, it felt impertinent to try to search.

When Twilight found them, they were scattered on the bed and on the floor, but no one was saying anything. The only indication that they were still awake was the three pairs of eyes that swiveled over to her. The cranes, cables, and operators were all ready, she said, but Strawberry still had to work, so they would be casting late; around eight o’ clock, he thought.

“Where are you casting the spell?” Octavia asked, her eyes not moving from the window.

“I’ve been thinking about it, and I think our best bet would be the tower itself. It’ll give Pinkie the best vantage point,” Twilight said.

“Are you sure that’s safe?” Rainbow asked.

“I don’t see why not. It’ll be secured.”

“Yeah, but…”

“Where in the tower?” Applejack asked.

“Remember that orchestra pit Lacey took us to? The Blueblood one?” Twilight said.

“Oh, the Prancing Prince,” Fluttershy said.

“Yeah, that. It had that huge window we could see everything out of. I think that’ll be best.”

“And then it’s just one more section of town to go!” Pinkie cheered.

“Finally,” Applejack said.

“It has been a while,” Twilight said.

“But where are we gonna go next?” Pinkie asked.

“Ah say we go to Appleloosa, like we were plannin’ before,” Applejack said, stifling a yawn. “It’ll be nice to get outta the city fer a while.”

“Yes,” Rarity said. They looked at her, and she blushed self-consciously.