Applejack was heading back to the farmhouse with a double saddle-basket of fresh bucked apples when a shadow passed overhead, some sort of pegasus drawn vehicle. The sun in her eyes prevented her from making out what it was, but it was clearly descending to land there at Sweet Apple Acres. She could tell what it wasn't though, not big enough for one of the cargo-haulers that picked up their apples for delivery to other towns, and not small enough for a regular open chariot either. She galloped across the gates of Sweet Apple Acres and arrived just as it landed coming to a neat stop right outside.

The vehicle turned out to be a stretched black coach with tinted windows, which was pulled by twin grey pegasi with black manes and tails. They were also matched in attire, wearing chauffeurs hats and starched collars. One of the pegasi, who's cutie-mark was a wooden glider model, unhitched himself and went to open the door, but an aristocratic voice exclaimed. "Oh for my great aunt's sake, I can get the door myself! For that matter, turning up in a Belepheron 3000 is probably not going to make my job any easier."

The door did open, and down stepped a white unicorn, immaculately groomed, with an amber mane, and shining gold and silver compass rose cutie mark. He stood midway between Applejack and her big brother in size, and his body showed he worked out. He was wearing a tweed jacket and tie, and a pair of designer stallion's saddlebags that probably cost more than Granny's hip replacement surgery would.

"I'm sorry, milord, it was the only one in the stables ready to go." The chauffeur apologised.

The white unicorn shook his head and sighed. "I'm not blaming you or Gulfstream, Beechcraft. It was a smooth ride. It's just..."

He glanced over at Applejack and continued.

"Go find an out of the way place to park, lose the stuffed shirts and get yourselves a coffee and a pastry or something. I'll find you when I've finished my business here. And call me sir if you have to call me anything. I'm not a judge!" The last was said in a light tone, with what looked like a small smirk.

"Yes sir!" The chauffeur pony nodded respectfully, but with an answering grin of his own. He got back in the traces and the two pegasi flew the chariot away.

While this exchange had been going on, Big Mackintosh had appeared from the front door and was heading on over. He then approached the gates, and stopped before them in front of the two farm ponies. Applejack looked at him suspiciously. It looked like Prince Blueblood, but he was acting completely differently from the Gala. For a start, it actually seemed as if he didn't have his horn jammed firmly between his flanks.

"I apologise, private joke." the Prince shrugged, and then sketched a polite bow.

"I don't believe we were formally introduced at the Gala. I am Blueblood, 51st Duke of Maresia, Defender of the Princesses, which has to be the most redundant title ever, Protector of the Weak, and a number of other titles that I usually only use to overawe some of the more obvious examples of the dangers of inbreeding, a.k.a the Canterlot nobility, some of whom are even more venal than I am." His voice went up a posh notch as he waved a hoof in a spooling motion.

"I believe you are Miss Applejack? And your large companion is your brother Big Macintosh."

"You'd be right about that." Applejack replied, still looking suspiciously at him. "But I don't reckon we have much business to discuss. I recall you don't like the 'common carnival fare' I make. Unless you're presenting a bill for grooming that cake off of your hide."

Blueblood winced, and brushed back his mane with a hoof, rolling his eyes. "I was on particularly fine form that night wasn't I? That little display wasn't intended for you. To be honest, I'm surprised you haven't bucked me off your farm already. No, I came to give you this..."

His horn glowed and a big bag ascended from his saddlebag. The top opened slightly to reveal golden bits, as if the distinctive clinking sound hadn't been enough.

"What in tarnation's this for?" Applejack asked, now genuinely puzzled.

"Two apple fritters, and one gigantic decorated apple-cake. Take whatever seems a reasonable sum."

"You're kidding?" Applejack couldn't detect any deceit, but she was still cautious. "You never ate any of it!"

"No, but we did purchase the fritters, and as for the apple cake, it _was_ delivered to me, after a fashion. I did get to taste it and the fritters, and for what it's worth, both were excellent. Maybe it's just as well so little of it ended up in my mouth, I suspect I'd have been a month in the gym if I'd had chance to eat all I wanted."

The white unicorn gave a snort of amusement, and then continued more earnestly. "I tried to find you after the Gala, both to pay you and apologise. Now I can do both."

He pulled himself up in a more formal pose. "I most humbly apologise for any aspersions I may have cast on your wares or baking ability. Both are clearly top notch. As I said, take whatever price you think fitting."

Applejack had a stern look. "It's Rarity you should be apologising to."

"Oh believe me, I intend to." Blueblood sighed. "And give her an explanation of my disgraceful behaviour."

"Whoa there!" Applejack exclaimed. "I don't care if you are a Duke, you aren't going anywhere near her! Not without me, anyhow."

Blueblood mused for a few seconds then nodded in agreement. "Yes, that would work out rather well. I believe you are owed an explanation as well. We can deal with it all at once. Besides, if _you're_ this defensive, I suspect any attempt to see her on my own would result in my muzzle gaining an intimate acquaintance with the wood of her door."

He offered a hoof. "Miss Applejack, I believe Miss Rarity's place of business is the Carousel Boutique? Would you be good enough to escort me there?"

Big Macintosh spoke for the first time. "Lil sister, I don't know if you should be going off with this fancy pants feller..."

"You sayin' I can't handle myself against him if I had to?" Applejack glared at the crimson stallion.

However, Big Macintosh was well inured to his sister's glares. "Eyup."

"I am right here you know!" Blueblood stated, more resigned than angry. He looked over at the pony in the hat. "Miss Applejack, maybe you should store those apples you're carrying, while I convince your over-protective big brother that his fears are unfounded."

Applejack gave one last confused glance, then headed off to the barn. If she hadn't met the jerk at the Gala, she would have pegged him as a straight up stallion, as well as a fine looking one. She blushed, where had that come from?

Blueblood turned to face Big Macintosh fully. "I believe this is the part where you threaten me with a bloody and visceral fate should I allow one hair of your sister's mane to come to harm? At least if I had a little sister who was about to wander off with a stallion of questionable motives, that's what I'd do."

"Eyup, that about covers it." Big Mac nodded, shifting his hay stalk to the other side of his mouth.

Blueblood face-hoofed, shaking his head. "I really have made the most dreadful buck up of the whole situation, haven't I? Despite any stories your sister may have told you, I consider myself both a gentle-pony, and a stallion of honour, and I swear to you on that honour as a Royal Duke that I mean no ill will to anyone here in Ponyville, let alone your sister.

"Besides, I feel you are 'selling her short', so to speak. I did do some basic research, unfortunately after the fact. She's something of a hero around here, and an extremely capable mare. I may be slightly bigger then her, but she's an earth pony, and a champion apple-bucker. I very much suspect if I did try anything untoward, she would have me whimpering on the ground in less time than it would take to say 'How do you like them apples?'. Besides, I doubt she's likely let down her guard with me any-time soon."

"You've got that right." Applejack was on her way back from the barn. She'd heard his defence, and was rather pleased with it. "But I reckon you should have a chance to explain yourself. So c'mon, I'll take you to Rarity's."

"Hey, what about your money?" Big Mac nudged the bag with his hoof.

Blueblood picked up the bag with his horn, and a pile of bits floated out of it. "Oh yes, since you haven't named your price, will eight hundred bits cover it?"

"Eight hundred?" Both farm-ponies exclaimed. That was more than they made in a full day of selling off the cart, a lot more. If she'd made the cake for selling, would have gone for about four hundred bits.

"Very well, nine hundred." Blueblood stated.

"Nine..." Applejack spluttered.

"A thousand then, and that's my final offer!" More money rose out of the bag, and landed in front of Big Mac. "That's as much as any bakery in Canterlot would charge."

"That ain't what I meant!" Applejack exclaimed, wide eyed. "That's twice what I would have asked, more'n twice."

"Well it's what I'm paying. To be honest, part of my reason _is_ an attempt to make you consider me more kindly. I have a great deal of ground to make up, and while I don't believe for a Manehatten minute that it's the sort of thing that could simply be bought off, or that you are the kind of ponies who would think that way, it is at least proof that my apology is more than just fancy words."

Blueblood shrugged, and lofted the still half full bag back in his saddlebag. "I believe my explanation will show you why I feel I received value for money. If not, we can renegotiate. Shall we go?"

Applejack was about to protest some more, but that thousand bits would go a long way towards Granny Smith's replacement hip, and the fact that he'd frankly admitted his real motive for paying over the odds actually impressed her, in a round-about kind of way. She nodded her head, and started walking towards town.

Blueblood stopped after a few paces, and slapped his forehead with a hoof. "Wait one moment, I forgot to change!"

His horn glowed for a moment, then disappeared. It wasn't the only thing that altered. His coat turned a light brown, and his mane and tail went from an immaculate gold cascade to a shorter, dark brown cut. Even his saddlebags shifted to a simpler design. The tweed jacket stayed the same, and his cutie mark changed to a range of three blue mountains with snowy white peaks.

"What the hay?" Applejack asked, looking wide-eyed at the transformation.

"A glamour, something I'm quite good at, or rather had to become good at." The earth-pony formerly known as Blueblood replied. "It's only a temporary illusion, while I can do minor cosmetic charms, this level of transmutation is beyond me."

"Why the disguise?" Applejack asked suspiciously. "Ashamed to be seen with me?"

"Not ashamed, no, but I'd prefer that Prince Blueblood wasn't seen wandering about Ponyville. It's part and parcel of the reason I act so differently in public… I will explain properly, I promise."

"Hmm…" Applejack let it go, but she kept an eye on him as they came over the bridge into the town proper. They were intercepted half way across the central square by a blue blur with a rainbow contrail. It skidded to a halt in front of them, and resolved into a pegasus.

"Hey! You're that Blueblood jerk! I saw you change; so don't try to deny it! What're you doing here in Ponyville?" Rainbow Dash was not one for subtle, or respecting personal space.

"Whoa! Simmer down Sally!" Applejack moved up to try and break up the impending argument. "He's on his way to see Rarity."

"And you're helping him? After what he did at the Gala? Has your hat gotten too tight?"

Blueblood made a 'lower the volume' gesture. "Could you please not throw my real name around like that? When I look like this, I go by the alias Bluehills. I'm here incognito."

She rounded back to Blueblood. " I don't care what you're in, you aren't going anywhere near Rarity after the way you treated her! What's your game?"

"Polo, when I get a chance to play." Blueblood said with aplomb. " But if you're asking my reason for going to meet Miss Rarity, it's to make a most humble apology for my past actions, and to explain my reasons for them. Miss Applejack felt it would be best if she was along to protect your mutual friend from any further incivility on my part."

"Who the what now?" Rainbow Dash gave him a confused look.

"If I do anything Miss Rarity doesn't like, Applejack will buck me back to Canterlot without the aid of a chariot." Blueblood clarified.

At that moment, two pegasi swooped in to land either side of Blueblood, one dark blue with a lighter blue mane, while the other was ebony and crimson. Despite the different colours, and the lack of uniform, Applejack recognised the wooden glider pattern on the black-coated one. The blue one's cutie mark was an S shaped spiral of clouds, which was almost as fluffy as the latte foam on his lip. He spoke in a calm, measured voice.

"Is this filly bothering you sir?"

Rainbow Dash reared and put up her hooves, wings flaring. "Oh yeah? You think I'm scared of you two? I'll take you both on, all three of you!"

"Gulfstream, Beechcraft, stand down!" Blueblood hadn't raised his voice, but there was a tone of command in it. He continued more normally. "Miss Dash here has only heard of 'Prince' Blueblood. Taking an instant dislike to me therefore shows merely that she has excellent judgement."

"You know who I am?" Rainbow Dash dropped back down on all four hooves, though her wings were still spread.

"A rescuer of pies, and of statues from unicorns having an epic situational awareness failure moments. The winner of the last Cloudsdale Young Fliers competition, Miss Rainbow Dash."

"The one and only!" The blue pegasus stood proudly, ignoring his aside. "The question is, who are you? You're not anything like Rarity said you were."

"With good reason. A moment if you will?" He looked from side to side at Gulfstream and Beechcraft. "I believe you can both go back to your break. But thank you, both of you, for the prompt response."

"If you're sure sir?" Gulfstream asked. With Blueblood's nod, the two flew away, back towards the restaurant.

The Duke turned his attention back to Rainbow Dash. "I do believe that the best way to answer your questions and allay your fears would be to listen to my story, since you insist coming with us anyway."

Rainbow Dash gave a querying look over at Applejack, who returned a 'I don't know what's going on either' look, an excellent return on Dash's investment, but not helpful in the larger scheme of things.

"Okay, but you'd better not try any funny stuff!" Rainbow exclaimed.

"I wouldn't dream of it. Comedy isn't my forte. Acting on the other hand... No, that will have to wait."

Applejack was looking sidelong at the disguised prince. "How the hay did you know all that about Dash? Me and Rarity I can understand, even my brother, but I can't believe you just happened to know all about her too."

"You'd be right." Blueblood smiled. "However, I said I did the research, and it wasn't hard to find out that you and Rarity had a group of close friends, especially after some of the things you've done for Equestria. If seemed reasonable that if I came to speak to the two of you, I'd run into them."

They were almost at the front door of the Boutique when they encountered another obstacle. It was small, purple and green and dragon shaped. Spike stood in front of the door of the Carousel Boutique and breathed out a small plume of green flame.

"Grrr! I heard how you treated Rarity; you puffed up ponce of a pony! And I know just what you're like to all the other fillies in Canterlot. I don't care how big a wheel you are; you can roll on back to Canterlot! You won't get another chance to hurt her!"

Blueblood actually chuckled. "My goodness, this is turning into a quest! A dragon guards the final gateway. How... appropriate. Even if it is the fierce dragon protecting the fair princess from the handsome prince."

"Don't laugh at me!" Spike fumed.

Blueblood shook his head. "I'm sorry, it's not you, it is the situation. You have to admit it's something of a role reversal. You would be Master Spike, assistant to Twilight Sparkle."

At that point Twilight herself came galloping up. "Prince Blueblood, I'm sorry! Rainbow Dash came and told us you were heading this way in disguise, and suddenly Spike ran off…"

She turned to Spike. "Now say you're sorry! Prince Blueblood is related to the Princesses and as such he deserves our respect, even..."

"Even if he's an arrogant prat?" Blueblood finished for her. "Thank you, I've worked hard to become so, at least where anyone could see me. Besides, I'm sure you know my real title."

Twilight just looked at him as if he'd grown a second head. "51st Duke of Maresia? But everyone knows you prefer to be called Prince, to highlight the fact you are a member of the Royal family."

"Yes I do, or rather 'Prince Blueblood' does. I'm rather proud of how I managed that."

"Him? But you are him, I mean..." Twilight looked puzzled. On her it looked good.

"Yes, and then again, no." Blueblood considered the matter. "My public persona is the tip of the horn. Maybe you should join our little group, Miss Twilight. And you, Master Spike, can join the ever growing legion of the Protectors of Miss Rarity."

He waved a hoof around at the group. "I am here to apologise to Miss Rarity for my actions at the Gala, and explain my reasons. If you wish to confirm with Princess Celestia that I'm not here for any nefarious purpose, by all means write her a note. She knows that I am here, and why."

"Spike!" At Twilight's urging, the little dragon stepped aside, though he still gave the unicorn stallion a glare of doom in passing.

The unicorn noble went up to the door and knocked.

"Oh dear, just a moment, I have to go answer the door! I hope it isn't too tight. Just hold that position!" Rarity's voice was clearly audible through the door. She opened up the door, and her eyes widened in surprise at the group standing there. "Goodness, what's the occasion? I don't believe I've met you sir, are you a friend of Applejack's? Oh, forgive me, my name is Rarity."

"Charmed." Blueblood gave a polite bow. Both bow and comment could have been perfunctory, but he sounded as if he meant it. "Might I come inside? I would prefer to make my introductions in private."

"Of course!" Rarity smiled graciously. It wasn't every day that a handsome and mysterious stallion wandered into the boutique. The fact that her friends accompanied him only added to the air of mystery. He and the others trooped inside, and when the door was closed, Blueblood dropped the illusion.

"You!" Her eyes widened, and she glared.

"I'm afraid so." Blueblood nodded.

"You...!" She was clearly struggling to come up with words.

"All that and more." He agreed.

"YOU!" She had clearly given up verbal confrontation for simply turning him to a cinder by turning up the glare to a level that was almost in Fluttershy's class.

"I agree completely, and apologise unreservedly." Blueblood replied, bowing his head.

Rarity was clearly having trouble keeping up her anger at someone who just stood there and took it.

"I was a complete and utter unmitigated ass at the Gala. I treated you like a servant, rather than the lady you so clearly are, and I thoroughly deserved the lambasting you gave me, and the caking."

Rarity huffed. "You should be apologising to Applejack..."

She suddenly realised that the cow-pony was there. "He already has sugar-cube, and I think he's sincere. He also said he was going to explain himself, and after all this I'd like to hear what he has to say."

"Ohh ohh!" A bouncy pink voice exclaimed from behind Rarity. "Is someone going to be telling stories? Because we can turn it into a story-telling party! I have some cup-cakes!"

Pinkie Pie peeked from behind the white unicorn, the female one that is. She was wearing most of her Gala dress. "Hey, aren't you that Prince Blueberry?"

"Blueblood. At your service, Miss Pie." the Duke bowed again.

"Oh, in that case, you can help me serve the cupcakes!" Suddenly she stopped bouncing, and looked at him with flat-lidded eyes. "Say, you aren't going to be a big mean meany-pants to Rarity are you? Because I might have to make even more cup-cakes to comfort her."

The unicorn shook his head, causing his mane to swirl photogenic ally. "No, quite the opposite."

"Okie dokie lokie!" The frown was gone, and the pink pony was back to her regular sugar high.

"Miss Rarity, may I be allowed to stay long enough to explain a few things? I would prefer not to talk about them out on the street."

Rarity gave him a duck-faced questioning look. "And if I refuse?"

"Then I apologise for taking up your valuable time, put my disguise back on and return to Canterlot."

That wasn't what she was expecting. "Hmm... Very well then."

Rarity was clearly in the middle of working. Bolts of cloth and sewing supplies covered the tables, and various tools were hovering around a yellow pegasus, also costumed in her half repaired Gala dress. Fluttershy looked startled at the sudden appearance of so many ponies, but she stood her ground. "Oh my, I didn't realise you had anyone else coming for a fitting today, Rarity."

Rarity's horn glowed, and the various tools flew away, dropping into various drawers and cubbyholes around the shop. "I didn't. I'm afraid we'll have to take a break."

"That's alright. It was very kind of you to repair our dresses after the Gala. I'm sorry I didn't take better care of it."

"Oh nonsense, Fluttershy darling. I'm glad to do this for my friends."

Fluttershy suddenly noticed the stallion escorted by the cluster of mares, and squeaked, dashing over to hide behind a ponyquin.

Blueblood gave her a little bow. "Miss Fluttershy, if you can stare down a rampaging dragon, I'm sure you can cope with me. Philomena sends her best wishes; at least that's what my great aunt told me. She's the only one who understands phoenix. I've tried, but it seems to be a fire thing."

Fluttershy peeked from behind the ponyquin, slightly calmer. "Philomena's well?"

"Indeed. Glowing with health, literally." Blueblood replied. "She incinerated Auntie Celestia's bed twice in the last week. Sometimes I have to wonder about my great aunt. Letting your pet sleep at the foot of your bed is alright when it's a puppy, but a phoenix?"

"Was the Princess alright?" Twilight gasped.

Blueblood nodded. "She's linked to the sun, so lesser fires can't touch her. She could take a bath in a live volcano, and in fact has done so on occasion. She says it opens her pores. Personally, I think she's just showing off."

Twilight bridled at this, forgetting his station. "That's no way to speak about Princess Celestia!"

"I'm not demeaning her." Blueblood sighed. "In fact I admire my great aunt immensely. She has as near ultimate power as it's possible to have, but law and custom restrain it. She shoulders a heavier load than any-pony else in Equestria, and she's done so for millennia. If she finds harmless ways to blow off steam, then more power to her."

"You were going to do some explainin'?" Applejack had trotted in along with the rest of the group.

"Well, I didn't expect it to be to so many ponies, but yes. First, could I ask you all not to divulge what I'm about to talk about. If what I'm about to tell you got back to Canterlot, it would make my life quite unbearable."

At their expressions he added, "It's nothing dishonourable, just something that could cause me problems with parts of the court if I was found out. It's only known to a few of my retainers and great aunt... or rather I think aunts by now, because my great aunt shares everything with her sister. Auntie Celestia believes you all can be trusted, and I trust her judgement. So here goes..."

This had all of them interested. He took a deep breath and continued.

"It's actually quite simple. Prince Blueblood is a fake, a persona I've been cultivating for years, the most snobbish, obnoxious, self absorbed, egotistical prat I could invent. I show my true face, which I hope is slightly less objectionable, to very few people."

He smiled, and there was nothing of Prince Blueblood's smugness in it, only open humour. "I'm actually amazed it's worked so well for so long. Do they really think that Princess Celestia would have let me grow up as such a brat?"

Twilight Sparkle asked the question all of them were thinking. "But why would you pretend to be that way? Surely that would push people away, keep you from making friends."

She looked around at the others and blushed lightly. "I've learned just how important friends are."

Blueblood smiled again. "I have a few, people I can trust with my secrets, but I think you can answer for yourself. You know my full title?"

"You're officially Blueblood, 51st Duke of Maresia, Defender of the Princesses, Protector of the weak, Most Noble and Ancient." she obediently replied. Then looked around at the others again. "I found a book on the peerage. After the Gala, I wanted to know what I should have done."

"I thought you might, or at least Auntie did. Birds fly, fish swim, and Twilight Sparkle does her research." His approving tone took any sting out of his comment. "I just wish I'd done mine earlier."

Encouraged, Twilight continued. "Of course, Duke of Maresia is a purely honorary title. There hasn't been a Duchy of Maresia in over 1200 years. I've never even seen a mention of where it was in the histories."

"Indeed, but the title still exists. My ultimate ancestor was made Duke when the two Princesses ascended the throne of the Principality of Canter, which incorporated the old Duchy. Maresia was theirs before that, so they enlarged my ancestor to the Dukedom and made him part of their direct line to care for it in their stead."

"The Everfree!" Twilight made the connection. "The Palace of the Royal Pony Sisters!"

"And Ponyville, Trottingham and Shirefield, if you want to be picky." Blueblood acknowledged. "As you said, it means nothing since she reformed the government into a constitutional monarchy a few hundred years later. The old Fifes aren't even administrative boundaries any more. The first Blueblood was also their champion, and the honour and title has passed down through my male line."

He frowned, not angrily, but thoughtfully. "I still think it's a redundant title, I'm not sure anything could harm them or that I could do to defend either of them against something that could, but that doesn't mean I wouldn't do my very best to protect them."

"That's as may be, but I really don't see why you'd have to pretend to be such an unpleasant person." Rarity was looking at him curiously.

Blueblood sighed. "Sorry, I got sidetracked. So few ponies are interested in the history… I am one of the highest ranked nobles in Equestria, and the nearest thing the princesses have to a living male relative. While Princess Cadence is of higher status, that is because she ascended to being an alicorn, rather than from her lineage. There's also the fact that any-pony can see she is most definitely not a stallion."

"You know Cadence?" Twilight exclaimed excitedly.

"Not as well as I'd like to. She does the same job for much of the rest of Equestria that I do for Canterlot, acting as something of a roving fire brigade. With Princess Luna taking the night shift, and Princess Celestia tied to the palace by her duties for so much of the time, they need a visible face for the public… I'm getting side-tracked again."

"My position makes me one of the most eligible stallions in Equestria, and my duties bring me into contact with the nobility far more than Cadence. So from the first time I was presented at court, I was besieged by fillies of the various noble houses, or simply rich families, each with their eyes firmly on the title of Duchess."

Rarity looked unconvinced. "How dreadful, surrounded by beautiful fillies all wanting to be with you."

"I suppose it does sound like most stallions' fantasies, and it was fun at first. But it got old very quickly. A different girl at every ball, or several, each taking their turns, or each other's. I started to feel like a party favour. It's not like I got to know any of them. Whenever I wanted to spend more time with some-pony, three others would be waiting in line, or cutting off the one I was with and cutting up each other up verbally, with myself stuck in the middle."

He sighed, looking unhappy. "The few I did manage to strike up an acquaintance with quickly proved to be either empty headed idiots or gold digging mercenaries. None of them were interested in me, only my title, and if not they themselves, then their mothers, aunts or other relatives would be buzzing over me like buzzards. I suppose its survival of the fittest. None of the nice fillies, and I'm sure there must be a few, have any chance of getting to me as they can't compete with the more, shall we say, goal oriented ones?"

"So you came up with 'Prince' Blueblood as a defence?" asked Twilight.

"In part, it also didn't help that when I was first introduced at court, Cadence was already there, and I quickly developed a massive crush on her, even though I was a couple of years younger. Myself and every other stallion or colt in Canterlot, that is. Unfortunately, that's all it was, a crush, and about as one sided as it's possible to be." He sighed, looking wistfully into the distance.

"When I asked to be her special some-pony, she let me down nicely… if you know her, you know how good she is with people, and I like to think we've become friends instead. But before then, I wasn't going to settle for second best, so I wanted a way to avoid my own coterie of cloud-brained debutantes and mercenaries. To start with I did try to evade politely, but it just made the competition fiercer.

"I didn't have Cadence's natural talent, and unfortunately, whereas being forward with her would be gauche, stallions are expected to cope with a lot of attention. Auntie Celestia suggested my current strategy originally. She's something of a prankster when she wants to be. I couldn't avoid every social occasion, and I refused to dress down. I happen to like looking good." He looked slightly defensive. "I exaggerate it for Prince Blueblood, but I've always been a bit of a clothes horse."

He looked right at Rarity. "And if I'd been listening when you introduced yourself at the Gala and I'd connected the name to the new designer who's been stocking Hoity Toity's salon, I would have been hard pressed to keep up the act. It's a pity you don't do more stallion-wear, what little I've seen looked remarkable."

Rarity blushed. "There's a lot less call for male clothing, and it is usually less elaborate. Dresses let me use my full talents."

"From what I've seen, you could make a hay sack look fabulous." He shook out his mane. "Which brings us to the Gala itself. It's the most mind numbing session of dullness and tedium in the entire calendar, and the one social event I can't ever miss. And from the way Auntie Luna came down with a sick headache, I don't think that it's changed much in the last thousand years. How Auntie Celestia has put up with it for all that time I don't know.

"So there I was, in a foul mood, when I noticed you. One of my earlier strategies was always to be with one of the more beautiful fillies at an event, so that I warded off at least some of the ones who'd take one look and decide they weren't going to be able to compete. Unfortunately, I've also often found that the prettiest packages are the ones with the least inside. Present company most definitely excepted."

"However, that was why you looked perfect for the part. I didn't recognise you, and I'd have remembered if I'd met you at a previous ball, so I believed you were someone new. I decided to give a command performance for your benefit."

He made a face. "If I'd been thinking clearer, the very fact that I didn't recognise you would have set off warning flags. I know the peerage inside and out. Simple self defence."

"I didn't honestly expect you to last five minutes. The general rule is, a filly who doesn't know me, or doesn't believe the rumours, comes up hoping to charm me, and defers to me even though I'm being a self absorbed ass, because doesn't really care about me as anything other than a stepping stone. When it becomes clear that I'm a total loss, she makes polite excuses and leaves."

He started pacing, agitated for the first time. "But you, you stuck with me. You weren't one of those simpering idiots I usually get lumbered with, you expected to be treated like a lady, and got annoyed when you didn't. Part of me was impressed at how you kept beating away at a brick wall, but that wasn't the part I was listening to.

"I tend to be a bit... single minded, alright let's be honest, stubborn as a rock, and I was thoroughly into my role, 'in the zone' as it were. As well, you may not have noticed it, but there were plenty of eyes on us, mostly young and female. I was too worried about maintaining my act, and not enough about whether the act was needed.

"All this adds up to why, when that cake flew at us, I reacted as 'Prince' Blueblood would. A noble stallion would have stood and taken the caking for his date. A _sensible_ stallion would have shoved his date out of the way, then apologised. But I was still in character, so I did what any self-respecting narcissist would do and used you as a pony shield."

He stopped pacing and turned to face her, suddenly intense, and her eyes widened in response, almost ready to take a step back. "And then... and then... you laid into me. I haven't been told off like that since I was a foal. I suspect every female in the room who's ever gone out with me was mentally cheering you on. You have a most impressive command of the Equestrian language. In fact very impressive would be a good general term for you.

"You proceeded to give me the caking I so thoroughly deserved, and I reacted in character. Leading to the destruction of that end of the ballroom despite Miss Dash's best efforts. Then we had the animals invade; spider monkeys personally swarmed me after my share of the cake. By the time the dust cleared and the stampede was over I was back to my senses, but you were gone."

He sighed, looking down at the floor. "In hindsight, I realised that I'd taken it too far, treated you worse than any of my other dates, and also that I had clearly been judging far too harshly. All I can say in my... no, not defence, but as an explanation is that having tried a hundred apples and found them sour, I didn't expect the hundred and first to be any different."

He turned to Applejack. "Now you see why I felt I had my money's worth out of that cake, even if I didn't get to eat it. It was a wake-up call that I'd messed things up royally, no that should be 'ungracefully', shouldn't it?"

Twilight was the only one to get the joke. She giggled. "Yes, your Grace."

His attention returned to Rarity." I determined to find you and apologise, but you were no-where in the castle. I found the broken glass slipper and realised it wasn't by chance... Oh, yes..." his horn glowed and a glass slipper floated up out of his saddlebag. "The glass maker I took this to would love to know how you made it tough enough to wear as a shoe."

It floated across to sit on the worktable. "Rather melodramatic, but I know the old filly tale too. What you failed to realise was that the palace servants know just about everything. While Prince Blueblood would never demean himself by talking to mere menials, except to give orders or reprimands, my trusted few have a lot of good friends among them. I knew who you were, and why you were there within an hour of your somewhat precipitous exit."

"Of course, knowing was one thing, doing something about it was another. For one thing my Great Aunt was... displeased with how I treated you, and while you have raw talent, she has had centuries to perfect her technique. She insisted I wait and think about what I'd done, rather than rushing off, and I did. Until now when I finally have leave to come and apologise. And here I am."

He went down on all four knees, head bowed. "Once again, I apologise for ruining what was supposed to be your best night ever. Can you forgive me? Will you forgive me for acting utterly idiotically?"

Rarity looked down at him for a long moment, considering what he'd said. He certainly seemed sincere, as Applejack had said, talking with remarkable frankness. He certainly did seem to want to make amends, while he might not be the stuck up prat she'd thought, it couldn't be easy for him to humble himself like this.

While she was still annoyed at him for treating her the way he did, she had managed to balance the scales somewhat, and her generous heart did feel sorry for him, a bit anyway. Not that it was the only thing she was feeling, he was acting far more like the noble prince she'd originally imagined him to be than she ever thought possible. There was also the fact that he was an absolute hunk, which shouldn't affect things, but... oh who was she kidding?

She finally gave a snort of decision. "Very well, I forgive you. I still think it was a cruel thing to do, but I suppose you had what you thought were good reasons."

"As for being an idiot, I suspect that comes with being a pony. And do get up. You'll wear a hole in the carpet!" This part was delivered in a lighter, warmer tone of voice that made it clear it wasn't supposed to be taken seriously.

Blueblood rose up. "Thank you my lady, you are as generous as you are beautiful and talented. If there is any thing I can do to make amends, ask and I shall see it done."

Now that nearly floored her. She hadn't expected such a blank check; she suppressed a whinny of delight. A diamond as big as her head? A stretched coach? A title? Her own shop in Canterlot... she stopped herself, he'd already made it clear that he didn't like fillies that only had their eyes on his money and influence. And she suddenly realised she _wanted_ him to have a good opinion of her. If this was the real Blueblood, and not another act...

She looked around at her friends, and her gaze ended up on Applejack. There was really only one thing she could do. "I don't want anything for myself, but you really should pay Applejack what you owe her."

"I can't do that..." Blueblood shook his head, and she frowned. "... because I already took care of it. It's a generous offer though. Once again you show your quality. I believe Miss Applejack is satisfied?"

"I reckon so." The apple farmer nodded. "Matter of fact, he were right generous, Rarity."

Blueblood nodded. "Then this is between us. Miss Rarity, what can I do for you personally."

Rarity thought furiously, and blushed as some naughty scenarios flashed through her imagination. Suddenly an idea sprang into her head. A perfect chance to see what he was made of, and get to know him better if it was the right stuff.

"I am running low on gems for my dresses. Are you willing to come out with me to find some? It will be a long trek through the badlands, with a lot of digging and hauling carts about. Not to mention there may be Diamond dogs, though after our last run in, I believe they will avoid me."

"You've faced down Diamond Dogs!" His eyes widened. "I've had run-ins with those fellows myself. How did you escape?"

"Hah! She didn't _escape_!" Rainbow Dash exclaimed brashly. "She annoyed them so much, by whining and complaining that they let her go, even gave her carts full of gems to leave them alone! Hey!"

She suddenly got bumped in the side by Applejack, and realised she was on the receiving end of a death glare from Rarity.

Blueblood just chuckled. "Now that I would have liked to have seen! I am well aware of how... expressive Miss Rarity's voice can be."

"It wasn't like that!" Rarity exclaimed.

"It sort of was." Pinkie Pie commented.

"They wanted me for my gem finding abilities, and I couldn't overpower them physically, and so I had to use my wits instead." Rarity tried to explain. "Annoying them was an act, to get them to leave me alone as quickly as possible..."

As an expression of realisation crossed her face Blueblood smirked. "It seems we have something in common then. Trust me, I'd rather face Diamond Dogs than some of those carnivorous court fillies any day. You can tell me the full story while we are out on your gem finding mission."

He continued. "So yes, it would be a pleasure to escort you. Contrary to what you may have seen at the Gala, I'm not afraid of getting dirty in a good cause, or long expeditions. It's in my cutie-mark."

Spike had started fuming at the idea that someone else would go with Rarity on her gem hunting expedition. "Half the unicorns in Canterlot have some kind of star on their flank! How does that make you a great explorer? Every-pony knows you never leave the palace, unless it's for one of the Royal estates."

"Spike!" Twilight gasped, but Blueblood didn't seem offended.

"Yes, _every-pony_ knows that. But my cutie-mark isn't a star, it's a compass rose. Let's just say that I spend less time at the Royal estates then might be apparent. Like Polo, I don't get to do it as often as I'd like, but I manage two of three expeditions a year. The lands beyond Equestria are filled with the remains of pre-Equestrian civilisations, new peoples, places no-pony has laid eyes on."

His eyes took on a distant look and his voice grew animated. "Griffindor, Zebrica, Neighpon, the Shetlands... It's amazing just how much ground you can cover in a few weeks with a good crew and some all-terrain flying chariots. Cartography is my main interest, but I'm a fair linguist and I dabble in archaeology and geology. Of course it's all really an excuse to see what's over the horizon."

Twilight put her hoof to her chin. "But how do you… oh, I guess you use that disguise spell."

"Indeed." Blueblood smirked. "No-one would ever connect 'Maresia' Bluehills with Prince Blueblood."

"Maresia Bluehills!" That was a chorus from Twilight and Rarity.

Rainbow Dash looked confused, and she wasn't the only one. "Who's this Bluehills character?"

Twilight shook her head. "How can you not know… He's one of most well regarded explorers in Equestria. There are rumours that his expeditions may have inspired A K Yearlling to write the Daring Doo books!"

"Books? Reading's for eggheads…" Rainbow Dash waved a wing dismissively then realised who she was talking to. "Heh, no offence Twi!"

"Actually, that's not true." Blueblood looked embarrassed. "It's true I have met A K Yearling, in my Bluehills persona, of course, but I can assure you Daring Doo's exploits are all her own work. I occasionally help her out with some research, that's all. I am quite good at deciphering ancient Hoofite and Cutieform B inscriptions. It's nowhere near as exciting as the sort of exploits Daring Doo gets up to, more a matter of careful research and cartography, followed by a lot of digging and deciphering faded inscriptions on walls."

Rarity was impressed, she had heard of Maresia Bluehoills herself due to his finding a massive treasure in jewellery and artwork from an ancient buried ruin in the Northlands that dated back tothe era of the three tribes, an abandoned unicorn citadel. If half of what she'd heard was right, he was massively underplaying just how risky it was. "It still sounds fascinating, flying all over the world, seeking out lost treasures and new lands."

Blueblood grinned, "Well I enjoy it. Of course, when I fly, it's by chariot, that's why I have Gulfstream and Beechcraft to help out."

"Gulfstream and Beechcraft?" Twilight asked.

"Oh, that's right, you haven't met them. They're pegasi, my chauffeurs, and two of my closest friends."

"If you're trying to hide who you are, those two ain't the best ponies to hang with. They do kinda stand out." Rainbow Dash opined.

"They were paired greys when I first saw them, sugar-cube." Applejack replied. "I'm guessing more hocus pocus?"

The white unicorn snickered. "Correct! You don't really think that Celestia only hires white male pegasi as Royal Guards? I hope not, because Gulfstream was a Windrider before he left the Royal Guards for my protection detail. Of course, he also gets a salary from Bluehills as a scout. One of the best ponies at judging high level airstreams I ever met, he cuts days off our travel times. Beechcraft was one too, and is one of the best mechanics I've ever met when it comes to flying hardware."

Rainbow Dash's eyes widened. The Windriders were the elite of the pegasi in the Royal Guards, second only to the Wonderbolts in flying ability, and more heavily combat trained. She was suddenly glad she hadn't picked a fight with the guy.

Blueblood smiled and his horn glowed, turning his gleaming white coat to his Bluehills persona, and back.

"As I told Miss Applejack earlier, some of the spells I've learned are cosmetic ones, including one to change my coat and mane colour. Royal Guard uniforms have similar spells on them, and so do my friends' harnesses. So no-one is going to connect Blueblood with Bluehills that way."

The farm-pony spoke up. "What about your Canterlot accent? I seem to recollect that this Bluehills character is supposed to be from over Appaloosa way. Twilight was certainly looking for anyone who knew him when we went there. And you don't sound one bit Appleoosan."

Blueblood smirked. "Like I said before missy, I'm fair to middlin' with languages. Appleoosan ain't hardly no problem at all compared to Zebrican or Griffon. I reckon no-pony can speak that last one right and proper 'cause you'd need a beak for it. Y'all ever needed to speak like some-pony else?"

Applejack decided to get some of her own back. Remembering her foal-hood she replied in her best Manehatten accent. "I most certainly did. I spent a summer in Manehatten with my Aunt and Uncle. They taught me to speak like this, but I was never comfortable with it. It feels... dishonest."

She switched back. "That's why I don't haul that high-falutin' accent out for almost any-pony. It just ain't who I am."

Blueblood looked surprised, and a little impressed. "I wish it was as easy for me, but I have to play many roles to many different ponies. With all the different individuals I have to fit in, it's a wonder I don't need a bigger jacket. As well as fending off the ladies, my 'snootier than thou' show-horse persona is ideal for dealing with a certain segment of Canterlot nobility, who only respect someone who's an even bigger snob than they are."

He looked distant. "My own natural spells tend more towards survival and exploring, but I've worked hard to add some additional ones that fit more with the Blueblood persona. That's why I keep Bluehills separate, he's free of some of my constraints. Disguising my horn takes a bit more effort than a simple colour change, but it's well worth it, and most of the time I keep it under a fedora hat anyway. Of course, this is another thing I'd like you to keep under _your_ hats, whether you believe it or not."

"Sugar-cube, I don't think anyone would believe us if we tried." Applejack shook her head.

"But Applejack is the only one who wears a hat!" Pinkie Pie interjected, "Where do the rest of us keep it?"

"Anywhere you like, as long as you don't tell anyone else." Blueblood responded.

Pinkie Pie mimed zipping her mouth, burying the key and building a house over it. "Don't worry, we'll keep your secrets. Losing a friend's trust is the fastest way to loose a friend..."

"Forever!" The others called out and broke into laughter, while Blueblood smiled in the way you do when someone makes a joke you don't quite understand.

"Don't worry, sugar-cube, that's our private joke. Maybe Rarity will fill you in on it while you're on your date."

"Date?" The two of them exclaimed in perfect synchronicity.

"It's not a date!" Rarity exclaimed, while inspecting the ceiling and floor. "I understand how Pr... Duke Blueblood feels about dates. It's just a gem finding expedition."

"With just the two of you." Twilight giggled.

"Repaying a debt to Miss Rarity. Perfectly innocent." Blueblood added, looking shaken for the first time.

"All alone, out in the badlands." Rainbow Dash smirked.

"Purely a matter of business." Rarity said, tapping her hoof nervously.

"Hmmph!" Spike was fuming again.

"Every-pony! Stop teasing them!" Fluttershy was having one of her rare loud moments.

"But I didn't get a go!" Pinkie Pie pouted adorably. "It's all in good fun! Friends can tease one another without hurting any-pony."

"Friends?" Blueblood asked, hopefully. "I'd like that. But you've only known me a few hours."

Twilight looked around at her fellow mares happily. "It didn't take that much longer for me to make my first friends, even if I didn't realise it at the time."

"And going on a quest to stop Nightmare Moon, rescue Princess Celestia and stop the land from being plunged into eternal night." Rainbow Dash added. "Well we did!"

Blueblood sighed, looking downcast.

"The one time my life when I could have lived up to my title, and I was ordered by Auntie Celestia to stay out of it. I know only the Elements of Harmony could have done it, but I would have been happy to carry the saddlebags to have been there with you. She may be your Princess..." he looked around at the massed fillies, "... and your mentor..." he looked to Twilight. "... but she's my Auntie, and I love her dearly."

"I'm sure you would have acquitted yourself admirably." Rarity reassured him. "Though hopefully, we can get through our dat... day without any world shattering disasters."

Applejack face-hooved. "Sugar-cube, tell me you didn't just say that!"

"I'll flame-mail Princess Celestia, make sure she has the Elements of Harmony on stand-by." Twilight replied.

"Ladies, stop it!" Rarity reared and slammed her hooves down. "You'll make Duke Blueblood reconsider."

"Hardly. And feel free to just call me Blueblood. When I make a promise, I stick to it. Please let me know when you wish to go, and I will arrange to get away from the Palace. I'm sure it will be nothing but a simple walk and some digging. Of course, if something interesting does happen, maybe Daring Doo will get a story out of it. With your permission, Miss Rarity."

"Rarity to my friends... Blueblood." The unicorn designer had calmed down.

"Ohh ohh! Maybe it'll even make a two part cartoon episode!" Pinkie Pie exclaimed.

There was a general case of 'huh?' going around, but Rainbow Dash expressed it. "Pinkie Pie, sometimes you are so random!"

"Well whatever one of those it, we shall see if we can avoid it." Blueblood chuckled. "I would love to stay and chat, and try those cup-cakes Miss Pinkie Pie made, but Prince Blueblood can't be absent for too much longer without some-pony noticing."

"You're going already?" Pinkie Pie asked as she popped up in front of him with a wrapped bundle balanced on her muzzle. "But we barely had time to get to know you! Here's a cup cake for the road. Actually it's for you, because I don't think a road would appreciate it, and anyway you'll be flying so there won't be any road."

"Pinkie!" Twilight called out. "I think he gets the idea."

Blueblood levitated the bundle into his saddlebags. "Indeed I do. Thank you, all of you. It was a pleasure to meet all of you, especially you, Rarity. I await our next meeting with great anticipation. Until we meet again, farewell."

After he left, Rarity let out a whinny of glee. Then realised everyone was staring at her and turned it into a cough. "Well, that was unexpected."

"I don't trust him!" glowered Spike. "Maresia Bluehills!"

"Y'know, Spike could have a point, he might just be actin'." Applejack suggested. "You saw how good he was at changing his voice and all. He even said as much, that he played many roles."

The white unicorn looked right at her friend. "Do you honestly think that's what he was doing?"

Applejack held Rarity's gaze for a long moment, and then shook her head. "Nope. I reckon what you had there was the honest truth, no matter how strange it sounded."

"I liked him." Pinkie Pie stated. "He knew how to laugh. I don't think that stuck-up meanie-pants he was pretending to be at the Gala would ever laugh at anything."

Fluttershy spoke without prompting, something unusual enough to make everyone listen. "I think he was a good person too. Of course that's just my opinion, you don't need to take it."

"I can get the Maresia Bluehills reports from the Exploration Society, correlate the dates with Prince Blueblood's appearances at court." Twilight had a note-pad out, pencil scribbling furiously. "Princess Celestia may be willing to tell me something, he did say we could ask."

"No!" Rarity exclaimed. "I appreciate the thought, Twilight, but I want to do this for myself."

"It seems kinda crazy." Rainbow Dash exclaimed. "Like something out of a filly-tale."

Rarity turned her gaze to the glass slipper left on her workbench. "More crazy than stopping eternal night, or the avatar of chaos, or doing a Sonic Rainboom, or vanquishing an Ursa, or staring down a cockatrice? Maybe filly-tales _can_ come true, if someone's willing to work at _making_ them come true."

"You think that's you?" Rainbow Dash asked.

"I don't know..." Her voice was soft, but then it grew firmer, and an expression of determination showed on her face. "But I intend to find out!"