The train pulled into Ponyville Station, and Coco Pommel disembarked. She closed her eyes, and took a deep breath.

It was true. The air was cleaner.

No mystery smells. No city funk. Unlike Manehattan, there was only sweetness. She couldn't tell if it was just the "country air" she'd heard so much about, or the apple orchards in the distance. Or maybe it was the large building that looked like a gingerbread cupcake house?

She exited the station, looking out at the active rural town. It wasn’t just the smell that set this place apart from Manehattan. There were so many small shops and homes. The tallest building she could see was a clock tower.

The oddest thing Coco noticed, however, was the lack of ponies. Oh sure, they were around—carting wagons, buying things from tent shops, and generally going about their lives—but it was far less crowded than where she'd just come from.

Not that Coco minded. As much as she loved her hometown, it was nice to get away from its bustle every once in a blue moon.

So this is where Rarity and Suri come from, Coco thought. It's so peaceful. I can actually hear myself think. No wonder they had such great ideas.

Coco wished she were here under better circumstances. Unfortunately, this was not the case. She reached inside her saddlebag and pulled out a worn scroll, reading it again.

She still didn't recognize the hoofwriting, but the message was the same as the last dozen times she read it: Rarity was in trouble. Meanwhile, the letter's author suspected Coco was the only pony who could possibly help.

Coco had no clue about either assertion, but Rarity had saved her life in more ways than one. There was no way she was going to turn down the opportunity to repay such kindness.

Drawing herself up, Coco embarked on a brisk trot to Carousel Boutique.

---

"Okay," she said. "Turn down Mulberry Lane and…" Coco lowered the map printed on the back of the letter, and smiled as she realized she probably could have found her destination without guidance.

She'd heard about it from coworkers, and read about it in magazines—but to see it in person, Carousel Boutique was nothing short of grand.

The overall structure lived up to its name, looking like a park merry-go-round, yet avoiding the indignity of looking like some sort of foal's amusement. Instead, with its rounded edges and flourishing lines, it was more like a fairytale castle. Coco was happy to see that Rarity's ability to blend styles extended past her outfit designs.

In addition to its striking appearance, Carousel Boutique also had ponies at its entrance. Naturally, Coco thought to herself. Of course someone as well-known, popular, and creative as Rarity would have ponies beating down the door to her—

Wait a second.

It looked like one of them wanted to literally beat down her door! An orange pony stood with her back to the entrance, one leg raised and primed to buck.

Coco rushed over. "Stop!" she cried out. "What do you think you're doing?"

"What I'm doing is gettin' us inside so we can finally—" The orange pony stopped, looking at Coco closely. "Hold on, now. I recognize y'all from somewhere. You one of my rich kin from Manehattan?"

"No, Applejack!" A violet mare ran over. "That's Coco Pommel! You know, from Fashion Week, and the theatre?"

Coco let out a huff of relief. Some ponies here still remembered her. Thank goodness.

The orange mare peered closer. "Well, I'll be," she said. "So it is. You're a long way from home, missy. We ain't get to talk much back in the city, but I'm Applejack, Rarity's friend." Applejack extended a hoof, which Coco shook. "And that there's Twilight, 'nother one of the same," Applejack added, pointing to her companion.

"Pleased to meet you both," Coco said. "Well, again, I guess."

"It's nice to see you again, too," Twilight said. "What brings you here all the way from Manehattan?"

"This." Coco presented her scroll to Twilight. "I was asked to come see Rarity, by, um... actually, I still don't know. All the letter says is that it's from 'a worried friend.’"

"May I?" Twilight asked.

Coco nodded, and Twilight took the scroll in her magic.

"I figured it was you or one of the other girls," Coco said, while Twilight read. "Either way, it says Rarity's in trouble, and I'm the only one who can help. Not that I know how."

Twilight tilted her head, reading the scroll again. Her eyes went wide, and her eyebrows shot up as she did a double take. Then, with a knowing nod and chuckle, she returned the letter to Coco.

"Well, your timing couldn't be better," Twilight said. "Or worse, depending on how you look at it."

Both mares turned and looked at the building. For the first time, Coco saw its windows, and noticed that all of them were shut tight, the blinds closed. On a hunch, she ran around the circumference of the shop. Indeed, the innards of the entire boutique were completely concealed from inside view.

Perhaps Rarity had simply overslept? Or maybe she was away on assignment and forgot to tell her clientele? Had Coco come too early or too late? An uneasy feeling formed in the pit of her stomach. "Twilight," she asked, "What's going on?"

Twilight looked at Applejack, then back to Coco, and sighed.

"Rarity's locked herself inside Carousel Boutique," she said. "She's blinded the place up, and hasn't come out for days. She refuses to answer anything or anyone. We’ve tried knocking, signaling magic, even telepathy."

Coco gasped, her heart twisting. It was far worse than she imagined. "Oh, no! How awful."

Applejack nodded. "Yeah, she's had spells like this before, but what tipped us off here is that, if nothin' else, she's always kept open for business hours. And she always lets us know when she'll be takin' off."

Applejack looked up at the boutique. "Girl's almost as stick-to-it about her livelihood as I am. Worst case, she usually puts out that danged 'Closed For Inspiration' sign. But she hasn't even done that. And it's been a whole week!"

Twilight nodded. "Rarity gets busy sometimes, but she's always been the quickest one to let other ponies inside her shop, and into her heart. For her to be this guarded..."

"...even Twi an' I are worried," Applejack finished, then pointed to the scroll, still held aloft by Twilight's magic. "Looks like we ain't the only one, neither. So Twi, y'all ready to get in there and remind Rarity what sunlight is?" she said, thrusting out a hind leg and bucking air.

Twilight held up a hoof. "Hang on. While I still haven't ruled that out that option, Coco did make the trip here. I think we should at least let her give things a shot."

Applejack rolled her eyes and huffed. "Always treatin' that gal soft, I swear. But I trust you on this." She turned to Coco. "You’re up, sugarcube."

With a determined nod, Coco turned, then took the lead as the three ponies stepped up to Carousel Boutique's locked entrance. Coco knocked. "Rarity?" she called out, praying her voice could be heard through the door. "Are... are you inside?"

For several moments, there was silence. Then Coco heard a voice.

"C-Coco? Darling, is that you?" The voice was faint, shaking and desperate. "I... why are you here in Ponyville?"

Coco yelped, jumping back. That was Rarity's voice! She'd remember it anywhere! But where was she?

Twilight quickly put a hoof on Coco's shoulder. "Don't be scared," she said. "It's just telepathy, a kind of mind-to-mind magic. This is a good thing. It's the first we've heard out of her in days!"

"O-oh," Coco said, recomposing herself. To Rarity, she replied, "I’m here to see you."

Rarity responded with a mental sniffle. "Oh, Coco. As much as I regret to admit it, I am in no condition to entertain. I'm so sorry you made such a long trip for nothing."

"Actually, it works out," Coco said. "My next assignment isn't for a month, so I've got time to stick around." Putting every ounce of sincerity she could into her voice, she added, "I don't need to be 'entertained' to enjoy your company, Rarity. Just seeing you is enough."

More silence. She looked towards Twilight, who gave an encouraging nod. Coco turned back to the door one last time.

"So while I'm here, I'm here to help," she said. "I... I'm not sure what I can do to help, but I can try—"

The door to Carousel Boutique audibly unlatched, and opened a single inch. Coco stepped back in surprise. She then took two steps forward, and tapped the door with her hoof. It gave further.

"Looks like bringing you in was the right call," Twilight said, beaming.

"No kiddin'. We'll... we'll hang back," Applejack said, looking to the side. "Y'all just did something none of us could do, and we're her closest pals. Remind her of that, could you? We're out here if she needs us."

"I understand," Coco said. "I'll do what I can."

Taking a deep breath, Coco stepped inside Carousel Boutique, and closed the door behind her.

With all of the blinds closed, only the tiniest slivers of light allowed her to see where she was going. The low light alone was enough to give the silent fashion establishment a haunting feel.

Squinting, she stepped carefully, and promptly stumbled into a ponniquin. Yelping, Coco shook herself off and huffed. It wasn't too often that she had unicorn envy, but right now she would have given anything to be able to light the way with a spell.

Treading even more carefully, she continued to the center of the boutique. As her eyes adjusted to the low light, she saw disarray everywhere she went.

She made out more ponniquins, most of them toppled. Pieces of outfits and scraps of fabric lay strewn about. Scattered jewels, given less than the bare minimum of light to work with, failed to sparkle. Tailor's tools and makeup sprawled out of their drawers and containers.

Amidst the chaos, she spied what she guessed was Rarity's main work desk. Fortunately, it was where the most slits of light converged, allowing Coco, just barely, to see what was atop it.

It was a scrapbook, opened to magazine clippings of Rarity's most recent accomplishments. Being subscribed to most popular fashion publications, and having studied up on Rarity after first meeting her in Manehattan, Coco recognized all of them.

There was the Canterlot Wedding between Princess Cadance and Shining Armor, which Rarity had devised the dresses for. There was the triumph of hotel-based garments at Manehattan's last Fashion Week. There was even Sapphire Shores at her latest concert, wearing the most outlandish of outfits by design.

Next to the clippings, Coco discovered a piece of white paper. It contained a sloppily scrawled note one sentence long:

"You Can Do It Again."

A whimper sounded behind her. Startled, Coco dropped the note. Turning to the source of the sound, she saw... a large marshmallow?

Wait, no.

It was a pony.

A pony who looked a far cry from how she did when Coco first met her.

In Manehattan, Rarity had been absolutely radiant. Confident. Benevolent. Here, her mane and coat were frumpled, frizzled, and clearly neglected. She was also lying on her stomach, face down and barely moving.

Alarms rang in Coco's mind. "Rarity!" she cried, running over. "Rarity!" She lifted up Rarity's face, looked into red eyes, noticing the bags a second later. "Are you all right?"

A low groan escaped Rarity's lips. "No, no I am not. Coco, I... I can't do this anymore."

"Do what?"

"This." Rarity gestured around the boutique with a shaking hoof. "All of this. Oh, but I tried. Celestia knows I tried."

"I still don't understand." Coco pulled Rarity up to a sitting position. "Maybe you should start from the beginning."

A long, sad sigh. "Must I?"

"I'm sure you didn't let me in just so we could sit here," Coco said, smiling indulgently. "Like I said outside, I'm here to help. But you have to let me know how."

Coco sat across from Rarity, and took hold of her hooves.

"Even if 'help' means just listening."

Rarity was quiet for a long time, simply staring at Coco. Just as Coco was about to speak again, Rarity finally opened her mouth.

"If I had to guess," she said, slowly, deliberately, "it would have started not long after Sapphire Shores's concert. She gave me a plug after her set, and in all of the entertainment papers."

"I saw them," Coco said, nodding. "You had to have been proud. I know I was."

Rarity chuckled sardonically. "I was actually the last to find out, but when I did, you'd best believe I was on cloud nine. But yes, I remember. That was exactly when and where my problems began."

"What do you mean?" Coco asked.

"Well, once I saw those articles, I put two and two together," Rarity explained. "You see, the weeks prior I'd noticed an uptick in orders which I couldn't explain. At first, I thought perhaps the busy season had somehow shifted without anyone telling me... but no. Suddenly, I knew."

Slowly, Rarity stood.

"I've always had a clientele, Coco," she said. "A number of trusted customers who I knew, and who knew me, and who loved what I could do from the beginning. I always had a niche. But it was at that moment, when I read those magazines, and saw the orders, saw the praise, saw my business not simply 'doing well' but flourishing, that I realized had something on my hooves that I could never have anticipated."

She turned and looked at Coco straight on, staring intensely through her.

"I had an audience, Coco," Rarity proclaimed. "And in turn, I had a duty to serve that audience. And, if I was to have any hope of fulfilling that duty—"

Coco suddenly felt herself getting sick as she heard Rarity's words. They were a preamble. The preamble to a rant she had heard once before. Over coffee.

"...you had to adapt?" Coco asked, suddenly tasting the bitterness of that coffee from long ago.

Rarity stopped. "Why... yes, exactly that! I had to adapt."

She paced around the boutique. "So I did all I could to double my production. To mine the deepest recesses of my mind for designs. To tend to as many walk-in customers as possible. Fulfill every order, polish every single idea I had, throw out ones that clearly weren't up to snuff, make sure every product was of the utmost quality!"

Coco winced at the word 'product', but allowed Rarity to continue. And continue Rarity did, pointing to, then walking through, scattered piles of books and magazines.

"I conducted painstaking research on tastes and trends," Rarity said, her voice rising in pitch. "What do they like in Manehattan? What's hot, what's not? Follow the herd, but keep it original just the same! Oh, but anything that might offend someone, take it out. Anything for the business. My ship had finally come in, and if I dropped the ball now, I might never have the chance again, to live like a queen simply by following my passion-!"

All the steam left her at once. The climax of her speech aborted, Rarity flopped limply back onto the floor, on her stomach.

"'Passion' can jump off the highest tower of Canterlot Castle," she growled. "And so can my damned audience."

She gestured to the books and magazines again, tossing some towards the earth pony mare. "You read these more than I do, Coco. Have you seen what ponies do to each other? What they say? The consumers, the creators, the critics, the competition, the chaos! The loud, brash arguments on everything, from important things like label favoritism to things as trivial as what makes a 'good' fall dress!"

Coco nodded. She had seen. Every spring, every autumn, the same thing. It was the same rush, then squabbles during the slow seasons as those who followed the fashion scene got restless. Opinion columns tended to be especially cringe-worthy. Many a month had passed when Coco was glad it was Suri Polomare, her old mentor, who had to deal with the whims of the market, and not herself.

But while they had worked together, Coco and Suri hadn't lived together. As Coco looked at the scene before her, she now wondered just what she missed when Suri closed her doors every night.

"If... if this is what it takes, I..." Rarity's breaths went staccato. "I don't have it. I just don't. Everypony else in this racket might, but I don't. And yet, in the end, still I must, so that I may live. The ultimate punchline."

Rarity buried her head in her forelegs.

"I must," she sobbed. "But I can't. But I must."

The boutique was quiet. Rarity didn't move.

Coco took a step forward. The alarms in her head were sounding again. "R-... Rarity?"

"Coco," Rarity said, her voice muffled, "I was wrong. Fashion is naught but sorrow. Tomorrow, I promise, I will resume doing what I have always done... but the love shall be gone. I have no more left to spare."

She raised her head, her expression desperate.

"But you shouldn't follow in my footsteps, Coco. I implore you: find any other line of work. This is the lot I've made for myself, and you hardly deserve the same." Rarity paused, thoughtful. "I suppose it could have been worse." She shuddered. "We could have gone into modeling."

"Rarity..." Coco began, but Rarity cut her off.

"And yes, I know you're here because my 'friends are worried about me,'" Rarity said, sighing. "They always worry. I'm used to it. And just like all the other times, they'll see that it's worth it. I just need to get everything done. I'll move fashion forward as a medium. Once I've done that, then perhaps, just perhaps, things will be better."

"Rarity!" Coco said, more sharply this time.

Rarity jumped to her hooves, looking at Coco as if she'd just noticed her for the first time that day. She gasped. "Coco, that's it! You can help me!"

"Rarity, listen to me!" Coco tried, once more without success.

Rarity darted around, lighting the boutique's lamps with her magic. More unfinished scraps and disorganization than Coco would have guessed at appeared.

"Moving fashion forward begins now!" Rarity exclaimed through ragged breaths. "I'll make my mark yet! Even if it takes my last ounce of strength!" She gestured around the dilapidated shop. "Be a dear, help me pick a place to start. Something wild? Conservative? Oooh, perhaps a journey into the risqué—"

Coco's patience finally ran out. Before she knew what she was doing, she ran over to Rarity. Shutting her eyes tight, she reared her hoof back...

...and slammed it forward.

The sound that followed echoed through Carousel Boutique.