Starlight Glimmer looked at the note in her hoof.

It was less of a note, actually, and more of an invitation. Golden lining, sparkling trim, bold ink, and cordial language requesting Starlight's presence at the... "Carousel Boutique".

Complete with directions, too. Thank goodness. They weren't complex, because Ponyville wasn't complex, but she was grateful for them just the same. Starlight finished following the map's instructions, and looked up.

The fanciest building she'd ever laid eyes on in her life stood in front of her. It was so incredibly... pink. And ornate. And indeed, it also looked like a certain amusement park attraction. She chuckled, shook her head, then strode forward and knocked on the door.

After not getting an answer, she noticed a sign to the side of the door which read, "Walk In To Be Served." Gingerly, she turned the knob and let herself in.

The boutique was empty. Well, not empty empty—it certainly looked like a functioning place where ponies conducted fashionable business. There were chairs, stands, mirrors, changing screens—everything Starlight imagined a true boutique would have. Starlight sighed. They'd had a "boutique" in her old town, of course. They'd sold the same burlap bags to everypony.

As Starlight walked further, she spied a desk to the side, containing various books, scraps of fabric, and a photo album. A spool of rainbow-colored thread caught her eyes as well, along with a framed picture of Rarity with her pony friends and Spike, and yet another framed picture of Rarity with a cream-colored mare Starlight didn't recognize.

The boutique, however, was completely devoid of ponies. Briefly she wondered just how said boutique managed to stay in business if said boutique owner, or at least said boutique's sales associates, weren't around—

"You're here! Oh, how absolutely splendid!"

Starlight barely had time to blink before she saw Rarity rush out from the back room, run up to Starlight, and take hold of her hooves.

"Darling, it's so absolutely good to see you! How are you? Did you sleep well last night?"

"Um..." Starlight managed, her brain trying to keep up.

"Pssh," Rarity said, waving a hoof. "Of course you did, look at you—you look absolutely fabulous! And please note, that is one of my catchphrases, which I don't usually say until I'm done with a pony." A mischievous glint appeared in Rarity's eyes for exactly one moment. "Truly, I commend you for coming prepared."

Rarity stepped back and curtsied. "Welcome to Carousel Boutique. Where everything is chic, unique, and magnifique!" Rarity coughed. "That's the other catchphrase. I usually wait for ponies to request my services, but I watched weeks go by with you staying in the castle and I simply couldn't wait anymore!" Rarity trilled with excited squeals.

Starlight did her best to catch her breath. "I will say your rather elegant invitation was... unexpected."

"For you, perhaps, but for me, I don't think I went far enough!" Rarity sank into a nearby chair, putting her hoof over her head. "Back when we visited your old town, it was easy for me to pick the lone mare with the eye for fashion out of that utterly drab crowd. No offense meant, of course, because that crowd was actually full of very nice ponies, but only one of you had an eye for style. And 'my goodness', I said, 'it's such an utter a shame we have to fight her! Cruel fate, how you taunt me so!'"

Rarity leapt out of the chair, and grabbed Starlight's hooves again.

"But now I don't! I can do what I've always wanted—to help you smile and shine for yourself. But that's the end goal past all end goals. Right now, Starlight Glimmer, I have but one simple question, and I want you to answer it absolutely truthfully."

Rarity placed her hooves on Starlight's shoulders and looked into her eyes.

"Starlight Glimmer: how many heads do you want to turn? How many ponies do you wish to worship the ground you walk on, without having to lift a hoof or say a single word?"

Starlight forced herself to think back to the past. Back to preaching on podiums. Back to begging ponies to listen to her. Back to yelling at a misguided town populace. Back to constantly looking for ponies who might have been conspiring against her.

The sleepless nights. The exhausting nights. The nights where she cried herself to sleep as she tried to keep up the worst of facades.

She forced herself to stop thinking about the past. Breaking down in front of Rarity certainly wouldn't solve any problems. Especially given her appealing proposal. If only Starlight had had such effortless powers of persuasion at her disposal back then...

"All of them." Starlight's words came out on their own, amidst desperate breaths. "Every single one."

Rarity smiled, and her eyes lidded. Her smile and voice shifted to soft, silken demureness.

"Then step into my parlor, Miss Glimmer... and 'all of them' you shall have."

Starlight felt her cheeks flush—completely without her permission.

Rarity clapped her hooves. "Spike, put out the Closed sign. We have a VIP in our midst."

---

Nearly two hours later, a stack of discarded fabrics lay on the floor, and several piles of dresses lay on several chairs. Rarity held one dress aloft before Starlight with her magic.

Starlight looked at it in awe. She had no idea there would be so many questions involved in a fashion consultation, to say nothing of Rarity possessing so many dresses, or the fact that Starlight had actually managed to pick one out of the seeming never-ending bunch.

"Starlight, dear?" Rarity said, as enthusiastically as the moment they'd first met. "Are you ready?"

Starlight took a deep breath. "Yes."

She closed her eyes, and felt the dress fall atop her. She heard and felt Rarity's magic working, clasping it around her frame, her torso, her legs. It was soft. Snug.

Secure.

"All right, Starlight," Rarity said softly. "You may open your eyes... and marvel at the new you."

Starlight did so, seeing herself clad in a solid black blanket of perfectly pleated fabric. She moved her body, walking around in front of the mirror before her. With each movement, several dark flaps swayed in the air, almost like a cape. It flowed, it complemented her coat, it was flexible, it was so pretty.

It scared her.

Starlight pushed the fear in her chest down, as far down as she could, making sure to concentrate on the clear objective prettiness of the outfit itself. She'd had her heart set on it, after all. She tried to express her reaction in words, but the growing pangs in her heart made it impossible to concentrate.

Fortunately, Rarity spoke for her.

"Hmmm. It's... elegant. As expected. Your coat and mane colors complement it quite nicely." Rarity paced around Starlight's pedestal. "But it's missing something. Something striking. Right now you're practically blending in. Fading away."

"I'd say this looks like a job for some jewels," Spike spoke up. "How about diamonds?"

Rarity gasped, her hoof flying to her smiling face. "Accentuating accessories! Spike, what a marvelous idea!"

Starlight looked at Spike, trying not to show her surprise. She failed.

"Spike's been helping me for a couple of years now," Rarity said. "Really, if some fashion sense didn't rub off on him, I'd be worried." She levitated several gems from a box to the side, placing them on the dress, and further tending to the fabric with her hooves. "All right, just a few tucks here, a few frills there, proper positioning... yes! Yes, yes, yes! Heavens, the diamonds make it! They really do!" Rarity adjusted her thick red glasses, stepped back, and marveled at Starlight on display.

"I call it... A Light In The Darkness'. Truly my latest masterpiece." Rarity's voice softened. "And I don't simply mean the garment, but the pony inside of it as well."

"I..." Starlight looked at the mirror, smiling, her chest warming.

It really did work. The outfit, the look, everything.

It had been so long since she'd felt such joy looking at herself in a mirror.

"I love it, Rarity, I..." She squealed, then preened, then twirled, her heart leaping at the sight. She raised her forehooves in triumph. "I love it so much!" Starlight shouted, cackling freely. "I—"

As she laughed, she caught her expression in the mirror—eyebrows slanted, mouth wide in a toothy grin.

The past came back.

The fear struck again, as loud in her mind as a thunderclap.

She froze.

"I..."

A shivering Starlight Glimmer stepped off of the pedestal, whispering two words.

"I can't."