Exhaustion, the bane of the mighty, bringing down alicorns and mortals alike. The foe even the movers of the heavens could not overcome had finally settled into Twilight’s bones and the unicorn felt its burning presence acutely.

“Wait.” Twilight gasped and put up her hoof. “Just wait a second.”

Fluttershy landed on a nearby branch and cocked her avian head to the side, staring intently at the unicorn. “Is something wrong, Twilight? Is your leg hurting again?”

The unicorn shook her head. “No, I just need to catch my breath.” She wheezed, her knees shook and her balance wavered, for a second Fluttershy feared her friend may collapse where she stood.

“Maybe it would be best to lay down before we go into town and find you some food.”

“No, I can make it.” The unicorn smiled weakly and took a step forward, only to trip and end up in an undignified heap. “Ow.”

Fluttershy fluttered down to the forest floor and poked the unicorn’s nose with her beak. “Should I go find Mr Bear and carry you back? My burrow isn't far from here.”

Twilight groaned weakly. “Maybe a nap would be for the best, despite my rumbling stomach. I don't think I can make it all the way back to town.”

Fluttershy smiled faintly, or would have, if she had lips. “Okay Twilight, it's not much but I do have a few blankets and pillows for guests.”

“Thank you, Fluttershy, I’m sure it will be perfect. Would you back up a bit? I don't want to fall on you if my legs go weak again.”

The hawk took a few hopping steps back and eyed her friend cautiously, watching as she rose to her hooves once more. Once again on all fours, Twilight’s knees shook and for a moment she seemed as though she was about to fall again. One deep breath later, her limbs ceased their quaking.

“Okay, I think I’m good,” she said more to herself than anyone else.

Fluttershy nodded and took wing once more, never going more than a few feet away from the still wary and unsteady unicorn. Slowly, the pair made their way through the woods, stopping occasionally to allow Fluttershy to scout ahead. They were close now, closer than they were when they met the timberwolf, but neither individual let their guard down as they did before, the stinging reminder for letting their defences lax still present in their minds.

The hawk settled in on a branch just above Twilight’s head and nodded down to her friend, extending a wing north before taking flight once more.

Twilight didn't waste the energy to even nod an affirmation, merely putting her head down and following at a slow pace. At this point she didn't even care that Fluttershy had said burrow and not home, a hole in the ground would be a fine place to sleep.

Eventually, they made their way to the edge of a small clearing, the first thing Twilight noticed was the potent stench of rot. Her nose crinkled up in disgust and she looked around to the source of the foul smell.

All around the edge of the clearing were bits of bones. Scraps of flesh formed small piles near the base of a tree. Twilight took a step back in disgust and looked to Fluttershy for an answer.

“Oh sorry, I should have mentioned the protections my burrow has,” the hawk said casually, looking down at the unicorn from a low hanging branch.

“Protections? How does dead stuff protect you?”

“It keeps predators away. We are close to town but not close enough to be included in the night guard’s patrols. All this,” Fluttershy sweeped a wing over the piles of dead things, “keeps the worst of them at bay and marks this place as my home. Sorry if it’s a little strange to you.”

Twilight shook her head, her reasoning did sound good and she didn't notice any pony-like skeletons in the mix. Most were either wolves, or other canines and a small mixture of other minor predators.

The unicorn held her nose closed and passed through into the clearing. “Wow,” she muttered, her eyes scanning the strangely well-lit section of the forest.

All around her small prey animals scurried, from squirrels to rabbits to many others Twilight didn't know the name of. Above her numerous small song birds welcomed their host with a chorus while larger birds peered down at them with curiosity. At the far end of the clearing a large bear slept soundly, its snoring audible despite the distance.

In the center sat a thin, but very tall tree with many, many branches that spread to cover almost the entire clearing in their shade. Its bark was the lightest shade of brown Twilight had ever seen and its leaves shone with a soft pink when the light hit them just right.

“What kind of tree is that?” Twilight asked, dumbfounded.

“Oh, um, it’s unique. Sometimes the forest grows trees that aren't like any others and this is one of them. I like her a lot,” Fluttershy said with a smile.

Twilight looked down to the bunny Fluttershy now inhabited and started to ask a question, only to stop and mumble, “Sleep first.”

Fluttershy laughed and hopped toward the tree. “Follow me and I will show you around.”

The unicorn’s hooves followed the bunny but her eyes did not, they stared in wonder at the strange tree. Its trunk seemed to be too small to support the weight above it and its coloration was bizarre. Fluttershy said the forest just decides to grow a unique tree. What could that mean?

She shook her head, this wasn't the time for curiosity, maybe one day soon, but not today.

As she neared the tree, she noticed the ground began to slope and large powerful roots could be seen bulging up through the forest floor. Ahead of her a yawning opening revealed itself at the base of the tree, though small, Twilight only had to duck in order to sneak inside and she had no doubt that a bat pony wouldn't have had to duck at all.

Once inside, her eyes adapted remarkably quickly to the darkness, allowing her to see all the strange nick nacks that lined the walls, held up by roots that served as shelves. The inside smelled of earth and wood and... the soft smell of incense?

Twilight sniffed a few times. Yes, that had to be what she smelt.

“Do you like it?” Fluttershy asked nervously, drawing the unicorn’s gaze down and to a corner where a small altar sat, several aged photographs in picture frames leaned against the earth wall, right below a small infinity symbol that seemed to be made of brass. In front of all that was Fluttershy, holding a small gem to the end of a stick of sweet smelling incense.

Twilight nodded her head. “Yeah, it’s sweet, reminds me of cooking with my mom.”

Fluttershy smiled faintly and put down the gem. “It reminds me of my mom too. Sweet Scent in town brings me a bunch every month and these are my favorite.”

Twilight laughed. “She has a very apt name.”

Fluttershy giggled with her. “I suppose she does, these are her specialty after all.” The bunny’s eyes suddenly lit up and she quickly hopped over to a corner and grabbed a small bundle of blankets and pillows. She tried to pull them to a large furry rug in the center of the room but her tiny paws were not enough for the task.

Twilight giggled. “Need a hoof?”

“Mph pwease,” came the muffled reply.

Twilight lit her horn and carried the pile, along with the bunny over to the center and quickly spread them out just so.

Once free from the blankets, Fluttershy blushed and hopped out of the way. “Need anything else?”

Twilight looked down at the small pile of blankets and the rug and shrugged. “Nope, this should be perfect. Thanks, Fluttershy. Are you going to sleep as well?”

Fluttershy shook her head. “I don't need to sleep and I got a snake family I want to check up on before I can relax.”

The unicorn quickly snuggled into the blanket and grinned when she found it to be just as comfortable as it looked, even the pillow seemed brand new. Despite the fact that it was being stored on the earthen floor, it didn't seem to have suffered any damage or have any real trace of dirt.

Even the ground she lay on was oddly smooth. Wrinkling her nose, Twilight tapped her hoof against the rug. The soft thump of wood answered her question, clearly Fluttershy had gone the extra mile in case she was forced to entertain guests.

Twilight cast an eye back to the exit of the burrow and smiled warmly at the waiting bunny. “Thanks again, Fluttershy. I promise I will find a place to stay as soon as possible and pay you back for all this.”

The bunny blushed. “Don't worry about it, what are friends for? You just focus on getting a good sleep and we can start working on that tomorrow. Blessed be your dreams.” With that, the bunny hopped away, pulling a hidden blanket down in front of the exit and disappearing.

“She really did think of everything, didn't she?” Twilight smiled, snuggling into her blanket and closing her eyes.

After a minute the animal sounds outside dulled and silence reigned through the burrow, but still she didn't find sleep. Frowning, Twilight squeezed her eyes closed tighter. She had always fallen asleep quickly and had a reputation for being able to sleep in the weirdest places, but now that seemed to have changed.

Twilight tossed and turned every few minutes, each new position being just as uncomfortable as the last. Finally with a groan, Twilight tossed aside her blankets and sighed audibly.

“What is wrong with me? Is it stress? That seems likely but I am dead tired and can hardly hold open my eyes.” Twilight’s frown deepened. Maybe getting up for a minute would help her think.
Making sure to bend her knees and duck, and pointedly keeping her horn down, lest she carve out a chunk of the ceiling, Twilight got up and looked around the burrow.

Her eye caught the glimpse of something shiny and she found herself drawn towards a small collection of trinkets along one of the walls. A glossy stone with a bit of fool’s gold in the center stuck out and instantly an image of Pinkie Pie jumped to the forefront of her mind. She couldn't help but imagine that the strange troll had given Fluttershy the stone or otherwise had been involved in Fluttershy’s acquisition of the stone therein.

Beside it was a small collection of teeth and at first Twilight was a little shocked the strange being would keep a morbid trophy. Twilight looked closer and giggled. They were carved from some sort of deep white rock, the cord binding them appeared long enough to comfortably drape over the neck of a bat pony, but a full grown unicorn like Twilight would have trouble putting it on.

A letter, still sealed with wax, lay next to the necklace and under a black mug holding a single bright red flower in water. Odd, Twilight thought. Maybe she wanted to keep the letter but didn't like thinking about it? Either way, it wasn't her business to pry.

The rest of the nick nacks varied greatly from postcard to a piece of an eggshell to a single long, vibrant feather from some rare and unknown bird. Twilight turned and glanced over at the altar in the corner. Slowly making her way over, Twilight stopped. Was this snooping? Twilight’s hoof recoiled.

She shook her head, she was just having a brief look, that wasn't rude to her host, right? In any event, her curiosity got the better of her and after promising to only look for a minute, Twilight leaned in, gazing at the strange altar.

The shelf Twilight had thought had been a piece of furniture was actually an enormous root that had emerged from one wall and entered the other, allowing Fluttershy to use it as a table. On it were two pictures, one much older than the other. The older one had the strange aetherial quality Twilight knew indicated that it was created by a spellcaster of some kind. She herself knew the spell and also how much time and effort had to go into its casting. It was no small thing to say the least.

There was a smiling thestral in the center of the picture, her fang-filled grin was undeniably cute, her long pink mane over one of her eyes and nearly obscuring her joy-filled face. Her fur was another oddity, through a dull color, it was still undeniably yellow ,which stuck out against her dark wings and deep teal eyes. She was obviously still very young, but due to the angle of the photo, Twilight couldn't see her cutie mark.

She was flanked by pair of grinning thestrals from both sides, their joy outshining what looked to be their child’s. The male one to the left held aloft a small trophy of bronze, fashioned in the likeness of a small thestral with outstretched wings. However, his hoof obscured the inscription at the base. He was more along the norm for thestrals; his coat, well-groomed moustache and finely coiffed swirly mane were all a deep shade of green, bordering on blue. His mane was lighter, to the point of being almost white with a few grey streaks. His smile seemed more genuine, more wild, his hoof around the filly clutched a little tighter than the mother’s as if he could hardly contain his excitement.

To the filly’s right was an equally happy female with coat and mane brighter than her husband’s. Her burnt red mane was well-brushed and done up in a single swirl that sat on the center of her brow. Her eyes matched her mane and stuck out against her deep yellow coat. A large, wide-brimmed pair of mauve glasses sat prominently on her nose and a set of pearls curled around her neck.

Twilight couldn't help but smile and imagine the filly being Fluttershy once upon a time.

The other photo was much newer and was clearly a machine-made one. The image within was a stark contrast from the happy-go-lucky other photo. A large hydra lay dead in the center of the photo and whoever took it probably had to have stood a good distance back as they managed to get a good chunk of the creature in the photo. All around the deceased hydra stood or flew numerous night guards in full armor. Their features were all obscured, save for one that stood at the center of the shot, helmet in one foreleg, a blue-eyed wolf in the other.

The night guard was odd, and stuck out from her compatriots, her mane was all the colors of the rainbow and her fur a much brighter blue than her fellows. She also wore a much easier smile on her face, beaming with pride. All these qualities the wolf, that was presumably Fluttershy, lacked. The shy being smiled faintly, but her eyes were drawn to her left, towards the many heads of the fallen hydra, a sense of pity and guilt could be seen in the teal orbs and Twilight couldn't help but feel as though this was not the desired outcome.

Twilight inhaled a lungful of the still burning incense and forced a smile to her lips. She couldn't help but feel as though she had intruded on her host’s life somewhat, but she also couldn't deny that she felt as though she had learned something about the shy being.

The infinity symbol was strange compared to the rest, though, and its placement moreso. It hung from the earthen wall by a string drawn around an errant root that jutted out a little further than the rest. It seemed old, as if someone had kept it in a bag or pocket for many years. It reminded Twilight of the altars some ponies erected in their homes back in Canterlot, though those tended to have several candles instead of pictures and usually had a crude likeness of Celestia’s cutie mark hanging above.

Twilight scowled at the thought. Great, she was pissed off all over again. This was really gonna help her sleep, she thought sarcastically.

Sighing, the unicorn flopped down into her bed and angrily scrunched up into an angry ball of insomnia. Stupid Celestia. Thoughts of her mom suddenly came to the forefront of her mind, swallowing everything else that entered her head. She squeezed her eyes closed and forced the images away, that wouldn't help anyone now, not while she needed to keep her head.

With angry determination she lit her horn and cast a quick knockout spell on herself. Her last thought being, if her body didn't want to go to sleep, she was going to make it. Oblivion took her in seconds and she drifted off to an empty and dreamless sleep.

Twilight shot out of her bed and looked around, hardly remembering where she was. Part of her had half-expected to wake up in her own bed, the mid-afternoon sun poking through the edges of her curtains and teasing her awake with the promise of another amazing late breakfast made by her mother.

The grim reality of a tiny, windowless hole in the ground was a stark difference for her half-conscious mind.

The mare sighed and flopped down on her back. She felt rested, remarkably, but that seemed to be the only blessing she had received. Within a few moments she felt the harsh sting of hunger that pulled her out of her melancholy.

Groaning in annoyance, the mare rose to her hooves once more, nearly bumping her head on the low roof in the process. Standing once more, she grabbed the blankets and pillow and gently folded and placed them back in the corner where they belonged. She stretched her back as much as the small room allowed and silently marveled at the lack of cracks and pops that came from her body that had just spent a night on the hard wooden floor.

“I wonder how long I was out for…”

She made her way out of the burrow, pushing aside the drapes and stepping out into the moonlight. She blinked and looked up, yes, it definitely was moonlight, but it had been night when she had passed out, did she sleep for a long time or not long at all? Either way, she needed to find Fluttershy.

She looked around the curiously empty clearing, not a creature stirred, though she did see a few birds higher up in the trees and a few bunnies. They all hid and watched the strange unicorn as she looked around.

“Oookay then, time to find Fluttershy,” Twilight mumbled.

“Who?” asked a strange voice.

“Fluttershy, the being who lives here?” Twilight answered, looking around for the voice.

“Who?” asked the voice again.

Twilight looked almost straight up, directly into a pair of yellow orbs looking down on her. The unicorn nearly facehoofed at the realization. “Right, of course you are an owl.”

“Who,” the owl said back.

The unicorn sighed. “I don't suppose you know where Fluttershy is, don’t you?” It was a long shot, but…

The owl hooted and took flight, going a few feet away before turning its head, as if beckoning the unicorn to follow it.

“Apparently I can talk to owls now, I guess it could be worse.” She shook her head and followed the strange avian creature.

She had only made a few steps before she heard the soft crunch of something under her hoof. Twilight stopped and looked down, only to see a plethora of fallen leaves, all as brittle as if they had fallen before winter, but it was not even summer yet. Even the grass seemed dead, as if kissed by the first frost of the season.

Twilight shook her head, this forest was weird and her head already hurt just trying to figure it out. She dismissed the notion entirely and continued following the owl, who sat perched on a low hanging branch, its head twisted to the side and looking at her inquisitively.

“I'm coming, I’m coming.”

The owl hooted back and took flight once more, slipping past the edge of the clearing and into the forest proper. Thankfully it didn't go far as Twilight’s brace had come loose over the night and her speed was diminished slightly as she tried to keep off her leg and not make the problem worse.

Just a few feet into the forest, nestled in the crook of a large oak, was a fox curled up in a ball, amidst a small pile of green grass and collected leaves. The owl sat atop a branch above the fox and hooted proudly.

“This is Fluttershy?” She eyed the owl. The bird nodded. That was so weird, she thought.

She extended a hoof to prod the fox only to stop, what if it wasn't Fluttershy? Could she get a disease from the wild animal? She doubted an animal would be capable of such duplicity, but then again, she doubted an animal could understand her just a day ago, so all bets were off.

Nothing ventured, nothing gained, she reasoned. Extending a hoof, she prodded the fox. “Fluttershy, is that you?”

The fox stirred and mumbled something in Equine. Twilight rolled her eyes, it was most likely Fluttershy. Wait a second, didn't she say she didn't need sleep? She eyed the fox in a new light, observing it for injuries or something being wrong. There was nothing obviously wrong and judging from the bed it had made itself, it had chosen to rest here.

“Fluttershy?” Twilight asked cautiously.

Slowly the fox rolled over and its eyes opened, revealing the teal irises of her friend. “Oh, hello Twilight, did you have a good sleep?”

The unicorn shrugged. “Could have been worse, what about you though? I thought you said you didn't need sleep.”

The fox got to its paws and stretched like a cat, yawning loudly. After it gave itself a shake, it eyed the unicorn. “I don't, but after you fell asleep I suddenly had the urge to cuddle up with Mrs Fox after getting the strangest headache.” The fox rubbed her head with a confused expression. “It's gone now, though.”

“Odd, aren't you a spirit?”

The fox nodded but seemed unperturbed by the revelation. “Maybe the forest wasn't in a good mood. I hope he's feeling better now.”

“How can a forest feel good?” Twilight asked.

The fox giggled. “No offence, Twilight, but you wouldn't understand. I've met beings from outside the forest before and they all think it's just lots and lots of parts, but when you’re born in it, you can feel it’s alive.”

Twilight opened her mouth to speak, then closed it. There was clearly wild magic at work and the studious mare could never find anything concrete about the subject. What little she knew was that it worked in bizarre ways that bent the natural laws and the laws governing magic. So if that force was involved, well, who knew, maybe it was really alive? Strange though it may seem.

Twilight followed the fox, her head in the clouds as she considered the possibilities. If the forest was alive, was it omniscient within its boundaries? Was it a true intelligence or a series of reactions that were closer to an emergent intelligence? Regardless of the answer, Twilight knew she would have to keep an open mind on the subject.

“What's the name of this little guy?” Twilight asked, tilting her head up towards where the owl sat, watching them curiously.

“Oh, I don't know, I have not seen him around yet.” The fox turned and looked up at the owl. “What's your name, Mr Owl?”

The avian hooted back a few times, the fox frowning, only for the corners of her lips to raise by the end.

“He says he doesn't have a name and that he wants you to give him one.” The owl hooted excitedly a few more times. “Something cool, he says.” The fox giggled.

“Something cool, huh?” The unicorn rubbed her chin as she thought. She had never been good at names, except for when it came to helping her brother name his Ogres and Oubliettes characters.

The sting of the memory was quickly wiped away with a thought, I will grieve when I see your body and not a moment before, Shining Armor.

She was still rather out of practice when it came to ‘cool’ names. What was that one pop song Moon Dancer had sung that one time while she waited for Twilight? Fergalicious? That was cool, right?

She nodded. “Owlicious will be your name.”

The owl cocked his head and seemed to think about it, only for him to suddenly began hopping on the branch, hooting excitedly.

“I think he likes it.”

Twilight giggled. “What do you think, Mr Owl? Like it?”

The bird nodded and hooted an affirmation and the trio quickly fell into a quiet conversation as they made their way to town. It mostly consisted of Twilight asking a litany of questions, Fluttershy answering and Owlicious adding his two cents occasionally while he sat on Twilight’s back.

“Wow, so that's how a chimera is made?” Twilight asked, stunned.

Fluttershy nodded, a blush slowly spreading across her face. “Oh yes, but it’s very rare as most are infertile due to the wild magic and three beings in one body.”

Twilight cocked her head, trying to imagine the physics of what Fluttershy had just described. To think they have three heads and three-

A sudden loud hoot in her ear derailed her train of thought. She blinked twice and looked around. “Oh, we’re here. So, food first, right? Is there a soup kitchen around here?”

The fox stopped and cocked her head. “Soup kitchen? Isn't every kitchen a soup kitchen?”

“You are technically correct, but a soup kitchen is where poor ponies... er, beings, would go to get a free meal if they were down on their luck.”

Owlicious cocked his head as well and hooted at Fluttershy.

“That does sound nice, but I’ve never heard of something like that.”

Twilight groaned and facehoofed. Of course they didn't have a soup kitchen, they had paid hospitals! Grumbling to herself, Twilight punted a tiny rock in anger, sending it flying into the woods.

“Well, I know where some good berries are, oh! And there should be some shiitake fruiting soon.”

Twilight’s nose wrinkled in disgust. “Language, Fluttershy.”

“What, but it’s a- oh, you were joking.” She giggled and playfully swatted Twilight’s leg. “Good to hear you making jokes that aren't puns.”

“Seriously, no offence, Fluttershy, but I have not eaten in a day, I think I need something a little more substantial than that.”

Fluttershy’s muzzle scrunched up in thought, only for her eyes to suddenly go wide in realization. “Oh, there is this really nice being that always gives food to my animal friends, maybe she can help you? She's very generous.”

“Well… I don't like to beg, it's one thing to get a meal from a soup kitchen, another to actually ask someone. Buuuut... if she's that generous, she's probably quite successful and should be able to afford it.”

“Oh yes, she's one of the few tailors around and makes very beautiful dresses.” Fluttershy blushed slightly and looked away. “Or so I’ve heard.”

“Well, where does she live, then?”

“We are already here.” Fluttershy pointed up to the strange, round structure before them.

“She lives inside a carousel? What a strange being.” Twilight’s stomach chose to rumble at that moment, making the owl and the fox giggle at the sound. “Well, I better hurry before I get in the mood for fox!”

“Oh my, not Mr Fox, he's all skin and bones!” Fluttershy replied in mock horror.

The two beings giggled while the owl hooted inquisitively, confused as to the use of sarcasm, but shrugged it off. Ponies were weird.

Twilight lifted her hoof to the door and knocked twice. “What did you say her name was, Fluttershy?”

“Oh um…” The fox blushed. “I don't know.”

Twilight blanched. “What do you mean you don't know? What am I supposed to say?”

The fox shrugged. “I just look cute and she gives me food. Err, so I’ve heard anyway.” The fox looked away, awkwardly rubbing her neck and avoiding eye contact.

“I’m afraid we closed an hour ago, but if you wait right there, I’ll be with you in a moment!” called a feminine voice from within the building.

That certainly wasn't what Twilight was expecting when Fluttershy mentioned this generous being. Sure, there was a slight warble to her speech establishing that it wasn't an equine voice, but removing that, Twilight would have assumed the being within was some sort of singer or Canterlot noble.

The scurrying sound of many legs on wood was all the warning she received before the door opened to reveal the smiling face of the strangest pony Twilight had ever seen. Her main body was supported by eight long, spindly spider legs, but rising from the foresection of the body was the torso of a mare. Her fur was the same white as the rest of her body and a vibrant magenta mane fell from her head in a perfectly coiffed wave. It cascaded so low that it nearly brushed against the mandibles extending from her lower jaw. Her deep sea blue eyes widened in surprise and her strange hoof-ended forelimbs extended from her torso, gripping Twilight’s shoulders.

“Stars above, I thought I’d never see another one of you enchanting creatures again!” She quickly covered her mouth with a hoof and took a skittering step back. “My word, I’m so sorry. You are not a creature and that was a terribly rude thing to say. My name is Rarity.” She extended a hoof in greeting.

Twilight’s brain slowly caught up to reality and she shook the extended hoof in dumbfounded silence. After shaking her hoof for what was probably much longer than what was comfortable, she took her hoof back. “Twilight, Twilight Sparkle.” She winced, suddenly realizing how long she had been gripping the arachni’s hoof. “Sorry about that, I was just startled. I’ve never met an arachni before.”

Rarity winced, but quickly covered that with a smile, shaking her hoof in order to return the feeling to it. “That's quite alright, though I must say I’m impressed by your grip.”

This time it was Twilight’s turn to wince. “Sorry about that.”

“Don't you worry a single hair on your head. Now, what can I do for you? I don't suppose you came here to have something made by chance?” Her eyes lit up and her mandibles shivered.

“Err no, sorry I, um, well I was hoping that you would...”

“Yes?” The arachni leaned in, closer, her smile growing.

“I don't have any money and I’m really hungry.” Twilight hung her head in shame, unable to meet the other being’s gaze.

“Stars above, look at you. You are practically a skeleton, don't you fret, darling, Rarity never turns away somebeing in need. Give me a moment to get my purse and I will be right back.” The arachni quickly skittered off deeper into the building, leaving the door open and allowing the pair to look inside.

Twilight looked down at Fluttershy. “What just happened?”

“Her name is Rarity and she offered to take you out for something to eat,” Fluttershy stated, quite matter-of-factly.

“Oh.” Twilight blinked. “That was easier than I thought.”

Twilight leaned forward and looked around the interior, staring wide eyed at all the strange and wonderful creations within. All around her various mannequins wore clothes of all kinds, from simple to extravagant, though there seemed to me more of the former. Most intriguing to Twilight, though, was the variety of the inanimate beings. There were small ones, designed to look like bat ponies. Larger ones that resembled Pinkie Pie and larger ones still that seemed to be designed after some massive fanged creature that appeared to be more wolf than pony.

The mare was about to step inside in order to satiate her curiosity, but the sudden presence of Owlicious landing on her head made her stop. The owl hooted excitedly, an undercurrent of worry evident in his voice.

Fluttershy blanched and covered her mouth with her paws. “Oh my! Are they alright?” The owl hooted a few more times and gestured south with a wing. “We better hurry!”

“What's going on, Fluttershy?” Twilight asked, noting the panic in her friend’s eyes.

“A poor, hungry manticore wandered too close to town, I have to hurry before somebeing gets hurt.”

“Stay safe, Fluttershy.” Twilight scratched her head. “Err, keep everyone else safe, I guess.”

Fluttershy snickered. “Thank you, Twilight. I will catch back up with you later, best of luck on your lunch date!”

“Thanks!” Twilight waved, watching the fox and owl run and fly towards the source of a growing commotion at the edge of town. “Wait… what?”

The mare’s blush doubled when the arachni skittered up to the door, now wearing a wide brimmed sun hat, curled lashes and delicately painted hooves. “Where did your little friends go? I didn't scare them off, did I?” Her smile faltered somewhat and the spider pony looked around for the wayward critters.

Twilight gulped down the sudden lump that had formed in her throat. “No, Fluttershy and Owlicious had to leave in order to help a manticore.”

“So that was Fluttershy! I should have known she would bring by another hungry stray.” Her soft smile and soft tone stopped Twilight’s panicked apology in her throat.

“I’m not a… actually I guess I am a stray.” Twilight reluctantly admitted.

The arachni eyed her inquisitively as she moved to lock the door behind her, placing the key back into a small purse she tossed over her shoulder. “What do you mean by that, are you in trouble?”

“No, well, sort of. Celestia tried to kill me, my mom died and I’m probably wanted by the royal guard.”

The arachni stopped and blinked. “What? That's terrible, darling!” Rarity turned suddenly and gripped her shoulders with her hooves. “If there is anything you ever need, don't hesitate to come talk to me, understood?”

Twilight blushed and looked away. “I don't want to be a bother.”

Rarity tightened her grip on the mare’s shoulders. “I will not take no for an answer, understood?”

The unicorn nodded weakly. “Yes, ma’am.”

The lighthearted smile slowly returned to the spider pony’s face and she released the unicorn’s shoulders. “Good, now, first you need something to eat. Unicorns are omnivores, correct?”

Twilight blanched. “Technically yes, but I would prefer a vegetarian meal.”

Rarity subtly shifted their path more to the right, forcing them down a different street. “Then I know just the place. I come here with my vegetarian friends all the time.”

“Are you an omnivore as well? I’m sorry if this sounds rude, but up until yesterday, I’d never met a being that wasn't a pony.”

“Don't worry, darling, a little curiosity never hurt and to answer your question, I’m a carnivore myself, we arachni can't digest most plant matter.” Noticing the already limited amount of color draining from the mare’s face, Rarity recoiled slightly. “If it makes you feel any better, I can stick to the few vegetables I can eat.”

Twilight shook her head. “No, that wouldn't be fair to you. Especially since you are the one with the gems.”

“Are you sure, darling? Really, it's no trouble.”

“It wouldn't be right to ask you to take my dietary needs into account and not your own. Really, I’m fine, plus I should probably get used to it. Something tells me I might be stuck here for awhile.”

“Well, as long as you are sure… ah, here we are!” Rarity extended a hoof upwards toward a large sign displaying the words ‘The Lilypad’ in bright green letters. “A most charming cafe that serves all dietary needs equally and makes a wonderful orange jasmine blend that is to die for.”

“The Lilypad? Interesting name.”

“Oh yes.” Rarity giggled. “Chef Pond was inspired to use a lilypad in her tea and after the success of her teahouse, she chose to expand and name the new cafe after the source of her success.”

“Well, her tea does sound interesting, jasmine is my favorite, but I am not so sure about the addition of orange.”

“Trust me, darling, I thought the same thing and all it took was a single cup to make me a believer.”

“I suppose a single cup couldn't hurt.” Twilight looked around at the outdoor eatery, noticing several empty picnic tables adorned with lace table cloths and sets of silverware. Guess crime must be pretty low around here, that silverware looks expensive.

“Hi there, where would you like to sit?”

“Bah!” Twilight stumbled back from the sudden appearance of a small orange and violet bat pony, who stared up at her with huge, expectant eyes.

“The usual spot, if you don't mind, Chef Pond, and a pot of your specialty, I brought you a new customer that’s never partaken before.”

The thestral’s wings shot open in excitement and her already impossibly cute eyes became even cuter. “Really? Oh, that's splendiferous, Rarity! Go right ahead, I will have your booth clear in a moment.” Just like that she was gone in a flash, disappearing into the cafe in an orange and violet blur.

Twilight blinked and looked over to Rarity, who only giggled at her dumbfounded look. “Just how many Pinkies does this town have?”

“Pinkie? So you have met Zecora’s student. That would explain the invitation I received not long ago.” Twilight groaned, something told her there were going to be more beings at the party than she'd like. Rarity extended her hoof towards the door. “Shall we?”

“Err, of course, lead the way.”

The pair walked inside the cafe, one with mild indifference, the other with a slowly growing fascination. A plethora of smells assaulted the mare’s nostrils, tantalizing her with smells she had never experienced before her in her life. Some were strange, others were too strong for her taste, but others still drew her like a siren song towards the counter.

Dozens of strange food items sat behind a display, upon which three kettles sat on, ready and waiting for some lucky customer to order a cup. Above the counter hung a large sign that went from wall to wall and displayed what must have been hundreds of different food and drink items. Plenty of plants and some animals Twilight had only ever heard of in rare books were listed as ingredients. Though a part of her was repulsed by how common meat was as an ingredient, she couldn't help but try and imagine what it must taste like.

“Quite impressive, isn't it? And to think she does it all herself most days.”

At the sound of Rarity’s voice, Twilight pulled herself from her thoughts and shook her head. “Uh, yeah, that is pretty crazy. Hey, uh, I know this will probably sound odd but… how old is she?”

The spider pony giggled. “Don't worry about it, darling, I asked her the same thing the first time we met. She’s…” the spider pony tapped her mandibles with a hoof, her face scrunching up in thought, “twenty-three, I think. It has been a number of years that she has been running the cafe.”

“Twenty-four actually.”

“Bwah!” Twilight spun around and glared at the small mare, who grinned sheepishly.

“Sorry, your table is ready and your tea will be there in a moment,” Pond announced before zipping back into the kitchen.

“Come along, darling, don't want to lose our spot now, do we?” Rarity made her way over to the corner of the shop where a one sided booth lay, far away from the other tables. One side was a traditional booth, while the other had a single large pillow laid out, which the spider pony delicately snuggled into.

Twilight slipped into the booth and was surprised at just how comfortable the seat was and she hoped the tea will get here soon, lest she doze off. As if on cue, the purple and orange blur returned with two tea cups and a steaming tea pot all balanced on one hoof. In a flash the tea cups were set, filled and menus dispensed.

“There you are, is there anything I can get you two, or do you need some time?” the bat pony asked, her short stature demanding she put her hooves on the edge of the table and pull herself up to their head level.

“The usual, Miss Pond, but if you wouldn't mind waiting for my friend here, that would be perfect,” Rarity answered.

“Oh no, go ahead. It’s going to take me forever to go through this menu and find something I want, you go ahead and order.”

“Well if you are sure, darling. I am rather hungry.”

The bat pony grinned and stuck Rarity’s menu into a side pocket in her cute little server’s outfit. “Alright, one usual for the arachni and more time for the unicorn, be back in a few!”

Twilight nodded, her attention instantly grabbed by the enormous menu. All in itself it wasn't enormous, but the sheer amount of things was intimidating to the unicorn, but even then it was almost familiar. The tiny text, the tightly packed grouping of words reminded her of her many long study sessions and she couldn't help but smile a little at that.

A nervous clacking sound made the mare’s ears go up and she glanced at the arachni across the table. Rarity seemed on the verge of bursting with things she wanted to say. Twilight cocked her head. “Are you alright?” she asked.

“Never better! I just can't contain how excited I am to meet another of you.” The arachni’s eyes went wide. “I’m terribly sorry, that was rude of me. I must admit I am rather flustered around unicorns.” She slapped her forehead with a hoof and whispered, “That was even worse, keep it together, Rarity.”

Twilight couldn't help but smile, she had always known herself to be socially awkward, but to see the eloquent arachni stumble was kind of cute. “Well, what did you want to know? I am afraid I’m not very interesting.”

Rarity’s eyes and mandibles went wide and she placed a hoof over her heart as if she had just been gravely insulted. “Nonsense, darling, you can perform magic; a rare feat in Ponyville. I don't suppose you have very much practical knowledge of the art by chance? I’ve never been able to do more than lift my needle and thread and I would love to see somebeing do real magic.”

“Well, I was working on my master’s in theoretical magical properties before I was, erm, displaced.”

Rarity didn't seem to notice the hint of sadness that slipped into the mare’s features. “Oh, you must show me something before you return home. What's wrong, darling? I’m terribly sorry if my enthusiasm is bothering you, I just-”

Twilight held up a hoof and swallowed hard. “I can't return home, not yet anyway.” She gave the arachni a weak smile. “I could show you a few things I learned, I know quite a few spells.”

“Do you want to talk about it?” The mare shook her head. “I understand, that's perfectly fine.” The arachni reached across the table and gently squeezed the unicorn’s hoof. “Now enough of this melancholy, please try the tea before I manage to fit my hoof any further in my mouth.”

The mare wiped a solitary tear away and gripped the teacup in her magic, drawing an eager ‘ooh’ from the spider pony. Twilight brought the cup to her lips and gave it a sniff, the strange mixture of smells once more put the unicorn off, but she pushed past and gave it a sip. “Mmm, that is good!”

“What did I tell you? Trust me, darling, her combinations may be out of the ordinary, but they are fantastic. Speaking of which…” the arachni glanced towards the kitchen just in time to see the diminutive bat pony walk through the double doors with a large steaming bowl of soup in one hoof.

The smaller pony grinned and quickly made her way over, depositing the soup onto the table. “One chicken noodle soup with extra noodles and a BLT.” The bat pony grabbed the sandwich balanced on her back and placed it next to the bowl. “Now, what can I get you, miss?”

Twilight blinked, looking across the table at the lily pad floating in the middle of the soup. Rarity gently plucked it out of her soup and placed it on a napkin. When she had been looking over the menu, Twilight hadn't found anything appetizing, but something about the lily pad, that seemed to have been used as a garnish, caught her attention.

“May I?” Twilight pointed to the lily pad, drawing a confused glance from Rarity.

“Go ahead, darling.”

Twilight licked her lips and picked up the lily pad in her magic before tossing it into her mouth. Instantly her senses lit up, the tea had tasted pretty good, but this, this was amazing. She didn't know what had been used on it or why a lily pad would ever taste this good, but she didn't care, she quickly swallowed it and turned to the confused waitress.

“Can I get a plate of those?”

The bat pony looked to the spider pony, both of them shrugging. “Uh, sure, one plate of pads coming right up, miss!”

The thestral hopped down and quickly disappeared into the kitchens. Rarity sipped her tea quietly, pondering as to how anybeing would actually enjoy the taste of lily pads. But then again, who was she to judge? She shrugged and began to dig into her sandwich, blowing on her soup between bites.

All the while Twilight ran her tongue all along her mouth, trying to find any last scrap of that delicious plant. She frowned after finding nothing, almost upset at realizing that there wasn't even the tiniest shred of the tasty morsel left behind.

Within a few minutes, the cafe owner returned with a plate heaping with lily pads. “Here you are, miss, seven lily pads, fresh from my personal pond.” Just as she was about to put the plate down, she found it yanked from her hoof and brought before the unicorn, who began to devour them. The bat pony blinked. “I didn't think anybeing liked to eat lily pads, I usually just use them to add a little flavor, plus they look nice.” She shrugged and wandered off to serve the few other patrons still around at this time.

The rest of the meal was eaten in relative silence, the unicorn oblivious to anything other than her meal, and the spider pony tried not to stare too much. As the last of the lily pads slid past the unicorn’s lips and descended into her gullet, Rarity swallowed the last spoonful of soup and stared in wonder.

Twilight leaned back and let out a low, contented sigh. “That was amazing.”

“I would hope so, did you even chew?”

“They didn't taste quite right if I chewed them too much. Sorry if I was a little uncouth, but I have not eaten in just over twenty four hours.” The mare scratched her head. “I think.”

Rarity waved a dismissive hoof. “Pish posh, darling, I’m just glad you are not going to keel over on me. You weren't looking well when I first saw you, but now you seem to have regained some color.”

Twilight blushed. “Thank you again for this meal, I really should find a way to make some gems in order to pay you back.”

“Think nothing of it, in fact, I would like you to accept this small bag of gems.” The arachni reached back and pulled forth a small brown bag and placed it on the table before the unicorn.

“I can't accept this, I-” Twilight was hushed by a hoof placed against her lips.

“You don't have anywhere to stay, or any money for food and I feel as though you have suffered greatly. It is the least I can do.” She pushed the bag a little closer, smiling widely at the nervous unicorn.

Twilight reached for the bag only to hesitate, after a moment of indecision she grabbed it and placed it beside herself on the bench. If she was going to survive, she would need money and despite the fact that it wounded her pride, she couldn't turn down Rarity’s generous offer.

“I will pay you back for this.”

Rarity just smiled. “I won't accept it. Now, I am sure you are going to be in need of little more than a hoofful of gems, so please do come around my shop in a few days and I will hopefully have something for you by then.”

“What do you mean?”

“I will talk to my contacts and see if anybeing needs your help. Talented magic users are rare in Ponyville and I’m sure there are many that would pay quite handsomely for your help.” Rarity sipped her tea and watched the myriad of different expressions cross the unicorn’s face.

First was disbelief, followed by curiosity, then realization and finally… sadness? “Are you alright, dear?” Rarity asked quizzically.

Twilight shook her head. “That was the most generous thing that’s ever happened to me in my entire life.” Tears welled at the edges of the unicorn’s eyes and she suddenly lurched across the table and squeezed the spider pony hard enough to make her squeal.

Rarity gently patted Twilight’s back. “Not a problem, dear, but... would you kindly let go? I need to breathe.”

Twilight instantly let go, an embarrassed blush spreading across her face. “Sorry.” She smiled weakly, sinking back into her seat.

“Yes, well, don't thank me yet, I can't promise anything will come of asking around, but it certainly couldn't hurt. Oh, and if I were you, I would stop by the Apple family grove at the east side of town, they are always looking for an extra pair of hooves and I’m sure bucking a few apple trees won't be too hard for you.” Rarity winced and realized the sorry state of the mare’s hind legs. “At least you can use your magic until your leg heals.”

“I better head over there before it gets too late.” The unicorn moved to stand, only to stop. “If that's alright with you, I don't want to seem rude.”

Rarity smiled gently. “That's perfectly alright, tell Applejack I said hello.”

Twilight quickly got out of her seat and trotted to the door, only to stop and turn. “Which way is east?” Rarity giggled and pointed the way. “Thanks!”

With the strange unicorn gone, Rarity chuckled quietly to herself and drank the last of her tea, waiting patiently. She didn't have to wait long and the same purple and orange blur flew up to the table with wide and curious eyes, a million questions threatening to burst from her lips.

“Grab another pot darling, we have much to discuss.” The bat pony grinned and ran off.

Rarity’s hooves tapped together while she stared at the last place she had seen the strange unicorn. “Much to discuss, indeed.”

Editing done by the wonderful everfree pony!
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