Shades of Grey

by Inquisitor M

First published 2nd of August, 2012

Luna and Rarity, with the help of a few of Celestia's elite guards, must fight to make peace with themselves before they can make peace with the past, and Rarity must learn to overcome the harshest enemy she has ever faced: Herself.

Princess Celestia was there before the oldest mortal pony was born; she will be there when the youngest foal dies of old age. She is as much a fixture of Equestria as the sun, the land, and the sky. She is also the rock that keeps Twilight Sparkle's hooves on the ground. No matter how bad things get, they will always be there for each other.

Princess Luna is a newcomer to modern Equestria: a stranger in a strange land. She is a pony out of her time and out of her place, struggling to escape the shackles of her mistakes. When a spectre from the past manifests in the present and incapacitates Rarity, the two cross paths for the first time since Luna's return and something unexpected happens: they see something they need in each other.

Struggling with self-doubt and haunted by a magical malady, Rarity reaches out to the princess and learns more about Luna than most ponies ever will. While Twilight throws herself at unravelling a magical mystery, Luna and Rarity, with the help of a few of Celestia's hoof-picked elite guards, must fight to make peace with themselves before they can make peace with the past. Luna seeks to reconcile her relationship with Celestia, and Rarity must learn to overcome the harshest, most bitter, most devious enemy she has ever faced: herself.

Completed in it's entirety for the second time, Shades of Grey version 3 is the culmination out many hundreds of hours or work, both mine and that of the editors, teachers, pre-readers, and readers. It is the first story I conceived, and it's taken over two years to bring it to this final revision that I am happy with. This is a story I am proud to have written. For better or worse, it will always be a piece of me and vice versa.

Special thanks go to Chris, without whom my ability to write at all would never have gotten off the ground.
Huge appreciation goes to ReplayMasterOfTime for the cover art that I have come to love so dearly in those two years.
Additional thanks go to: Pascoite, who has helped me grow through his reviewing; Mystic, the one-time EqD pre-reader who also helped with early editing and learning; and InsertAuthorHere, just for being an established name who gave me a shout out and filled me with the will to keep going.

There are dozens more to whom I owe the existence of this story. They know who they are, and I love them all.

Please enjoy this legacy of mine.

-Scott

1. The Best of Intentions

Blindfolded, Rarity pondered the awkward hoof-falls that echoed through the otherwise-quiet spa. Even if her mane were not crimped tightly, her face not smothered with balm, and her forehooves not wrapped in seaweed, the warmth of the water and the cloying steam left her in a sensuous haze that subdued all further inquiry.

She’s dared to hope it might be Fluttershy, who was inexplicably absent from their regular appointment, but that was impossible. The graceful yellow pegasus was far too light on her feet to make so much noise, as were the beauticians, Aloe and Lotus. She let her weight fall against the side of the bathtub, the scent of jasmine and mint bath oils easily carrying her back into blissful ignorance.

“Hello, Rarity,” Twilight said, stifling a yawn.

Rarity stiffened, causing the water to slosh loudly as she jerked upright. “Well hello there, Twilight. I must say, we don’t see you in here very often—not that I can see you right now, of course. You don’t sound at all yourself, my dear. Whatever is the matter? Did you come here looking for, Rarity?”

“I’m sorry to disturb you, but, ahh…”

Rarity leaned closer. “Twilight?”

Two hooves thudded against the side of the huge bath. “I haven’t had much sleep lately, but last night… Well, I wanted to ask another unicorn something. It’s just—it’s a little embarrassing.”

Rarity yanked off her blindfold and looked down, her every intention to shower her friend with all the fussing would usually be directing at Fluttershy by now. Instead, she shrieked. Two bleary, bloodshot eyes stared at her from under a wildly unkempt mane.

“Haven’t slept much? You look like you haven’t slept in a week!”

Twilight grinned feebly.

“I mean, you look—never mind. Why don’t you hop in and take Fluttershy’s place? It’s so unusual for her to be late, so I just know that something must have come up. I’m sure she’d be happy to let you join us if she were here.”

“Oh, no. I couldn’t. I just wanted to—”

“Not at all, Twilight. You simply must take some time to relax and rejuvenate yourself. I absolutely insist.”

“Well… sure.” Springing up the steps with a sudden surge of energy, Twilight flashed Rarity another weak grin and test-dipped a hoof in the water. “Thank you so much for this. I guess I really could use some relaxation.”

“Of course, darling. Come on in, the water is simply divine.”

Despite her facial, Rarity smiled broadly as her friend sank into the foamy water. “Aloe? Lotus? We appear to have another guest.”

The pastel blue and pink ponies promptly walked out from behind a large, silk screen and began to assemble their supplies. They beamed pleasantly and climbed the steps with practiced precision, setting to work at once.

Rarity's smile widened a little; plying Twilight for gossip didn’t have quite the same allure as it did with Fluttershy, but, since the pegasus wasn’t here, it would just have to do.

“Well go on, you wanted to ask me a question,” she said, watching Twilight sink deeper into the water under the attendant’s ministrations.

Twilight blushed slightly as her eyes followed the beautician tugging and working her mane. “Have you ever used your magic while, umm, asleep?”

“Asleep? No, I can’t say I have.” Rarity raised an eyebrow, then giggled. “I can think of a few times it’s been... out of control, shall we say? That was back when I was a filly mind you, but no, not while I was asleep. Well, not as far as I can remember, of course. Now, you simply must tell me what happened.”

“It’s just—I’ve been having these dreams. Not like nightmares, not really, but... This morning I was woken up by Spike and he looked terrified—”

“Terrified? Whatever was the matter with the poor dear?”

Twilight flashed a glance at Lotus and shrank further into the water. “I was surrounded by books from the library and he, uhh, he said I’d been lifting them all off the shelves in my sleep.”

Twilight stared into the water in silence. She closed her eyes and let out a long sigh, leaning back against the side of the tub.

Chuckling, Rarity did likewise. There was a certain rush—an altogether too infrequent glow inside—that came with being needed by one of her friends, but despite the immediate presence of such a friend, Rarity’s mind drifted off to the more conspicuously absent pegasus.

“I don’t know about using magic while asleep, but I remember Fluttershy saying something about some odd dreams. You know Fluttershy though; she just couldn’t bring herself to say what the problem actually was. Perhaps you should go ask her—”

“Pssst! Miss Rarity.”

She lifted her blindfold to see Lotus gesturing with a tilt of her head towards Twilight. The weary unicorn had fallen asleep and was already starting to snore. Aloe watched from above with a mouthful of extra towels, and Rarity snared one with her magic as she slowly pulled herself out of the water, making as little noise as she could.

Twilight obviously needed rest, so it was up to her to go and charm, cajole, or otherwise convince Fluttershy to say more about her dreams. After all, Twilight was the one who didn’t like coincidences, and this certainly qualified as such. With a little assistance from Aloe, she made herself presentable and began her journey to Fluttershy’s cottage with a welcome spring in her step.

“Oh, Rarity,” she said to herself. “You are such a good friend.”

How could she be such an awful friend? The more she thought about it, the more heinous the oversight seemed. Of course Fluttershy had mentioned something in passing and then deflected away from it. That was Fluttershy through and through, and a good friend would have pressed her on something that was clearly important to her.

She was an awful, awful fr—

FOOOOOM!

The enormous rush of wind threatened to knock Rarity clean off her hooves, whipping her mane and tail around like a storm-force hurricane. A few seconds later, it was gone, leaving the unicorn’s freshly crafted curls plastered across her face.

She blinked. Somewhere in the midst of the disturbance, she was sure that a familiar voice had said ‘Hi Rarity,’ but it took her a few moments for the information to arrange itself into a coherent thought.

She blinked again.

“Raaainbooow Daaash!”

Dash swooped down with a small cloud in tow. She placed it a pony’s height from the ground and vaulted up to stand on it with a wild grin.

“I know,” she said, striking a victory pose. “I know. It was awesome. But thanks for cheering all the same.”

“You!”

Dash’s eyes sprang wide open.

“You are the most… thoughtless, insensitive, dis-respectful—”

The pegasus shrank back on her cloud, but the tirade ended with Rarity adding a particularly venomous ‘inconsiderate’ before stamping a hoof and turning sharply around, huffing.

“Oh, come on, Rarity.” Dash pushed her cloud alongside. “That’s not fair. I am doing something considerate. Why else would I be taking my best cloud over to Fluttershy’s place?”

Rarity huffed again, lifted her nose into the air, and walked on. “And why would an inconsiderate pony like you be taking your ‘best cloud’ to Fluttershy?”

Dash pushed the cloud ahead so that she could stand on it and address the oncoming unicorn. “Actually, I’m not sure. I went to see her earlier and she wasn’t even awake, which is so not like Fluttershy. She said something about not sleeping well and bad dreams, but she didn’t wanna talk about it, so I split.”

Oh, Rarity, the unicorn thought to herself as her frown deepened further. See? You should have paid more attention when Fluttershy mentioned it to you.

“Then, I thought I would bring her my bestest, favouritest, most comfortable cloud. Nopony could fail to sleep on this baby. Uhh, except ponies that can’t sleep on clouds, heh.” She put on a false grin as Rarity passed her by, but it fell away when she didn’t receive so much as a glance from the unicorn.

Fluttershy is obviously so distraught that even Rainbow Dash is acting oddly.

“Fine.” Rarity came to a halt with a deflating sigh. “I admit that is a noble sentiment Rainbow Dash. Fluttershy is lucky to have a friend as good as you.”

“Nah. If there’s one thing I’m good at besides speed, aerobatics, awesomeness, coolness, and some other stuff, it’s napping. I love my naps and I’d hate to think Fluttershy was missing out on hers. That’s waaaay too harsh.”

Still...

Rarity broke into a brisk trot and tilted her nose up again, beaming a wide smile. “Twilight is lucky to have a friend like me, too.”

Rainbow Dash frowned as she watched the unicorn walk away. She grabbed her cloud and raced ahead again, but this time she stood on solid ground.

“So, uhh, sure. We’re all lucky to have a friend like you, Rarity, but why exactly? I mean, what’s goin’ on with Twilight?”

“Well. A lady wouldn’t tell her friend’s secrets, but it seems our Twilight has been having some trouble sleeping, too. I was on my way to see Fluttershy because she said something about having bad dreams just the other day.”

“Cool!” Dash said. “Wait, not cool, I mean—ahh, never mind, I’ll just tag along with you.” The pegasus recoiled as soon as she’d said the words. “If that’s cool?”

“Of course you may,” Rarity said, letting out a dainty sigh and trotting on with a spring in her step.

The two ponies made their way silently along the dusty road to Fluttershy’s cottage until Dash suddenly leapt aboard her cloud. “Aha!”

Rarity halted, finally dignifying the pegasus with her attention.

“Rarity! You think the same thing might be stopping Fluttershy and Twilight from sleeping?”

Rarity blinked, but said nothing.

“What?”

“Have you been spending time with Pinkie Pie lately?”

“No!” Dash said abruptly. “Well, yes, but—”

Rarity trotted on, leaving a confused Rainbow Dash in her wake.

“What?”

This time the silence lasted as far as Fluttershy’s cottage, and Rainbow Dash rushed ahead as the demure yellow pegasus came into view. She was watering her garden, and Dash positioned her cloud near the garden gate, yelling out her friend’s name.

Rarity couldn’t hear the reply, but Fluttershy’s cowed stature and crestfallen face told the unicorn all she needed to know. Dash’s exuberant voice, however, carried clearly.

“I couldn’t leave my best gal-pal hangin’, so I brought by best cloud for you to snooze on!”

Rarity shot Dash a deep scowl as she approached, but by the time she stepped into both ponies’ view, she beamed a broad, if not entirely honest, smile.

Time to do your thing, Rarity.

“Hellooo-ooh!” she said, putting on her most charming airs. “Fluttershy dear, you missed our appointment at the spa today. Why, I was so worried I came right over.”

That wasn’t strictly honest either, but Fluttershy would try to apologise anyway, and then Rarity could just move on without wasting anymore time on it.

“Oh dear! I overslept and I didn’t realise that was—”

“Not at all. In fact, I would never have known that both you and Twilight were having the same problem if I hadn’t come over right away.”

Fluttershy perked up on cue. “She is? Is Twilight okay?”

A long ‘oooh’ escaped Rainbow Dash. “You mean Twilight’s having bad dreams too?”

Rarity sighed.

“I’m sure it’s nothing,” Fluttershy said. “Just a coincidence. I just had a few bad dreams, I’ll be fine.”

“Of course!” Rainbow Dash hopped down from the cloud and behind Fluttershy, shoving her towards it. “If you just take a nap on my cloud, you’ll be back to normal in a jiffy. You just need to stop worrying about everything. Again.”

“No, wait! I have to—I mean my garden—and what about Twilight—”

“Come on, Fluttershy. You need sleep, and I have the best cloud ever, so would you please stop—”

“Rain. Bow. Dash! Must you be so brutish?”

Slouching onto her rump, Dash crossed her forelegs and pouted.

Fluttershy cringed as her friends’ tempers flared. “Oh Rarity, please don’t be mad, she’s only trying to—” Interrupted by a yawn, she tried to hide both it and her reddening cheeks behind her hooves.

“Fluttershy, darling.” Rarity moved alongside and adopted the sweetest voice she could manage. “Perhaps Rainbow Dash does have a point. If you’re even half as tired as Twilight was, you should probably get some sleep.”

“But I don’t think I could possibly sleep now, I’d be far too worried about Twilight. Shouldn’t we go help her right away?”

“I left her fast asleep at the spa, and you’ll be no good to anypony if you’re this tired when she wakes up.” Amid her attempts to encourage the pegasus, Rarity once again felt the familiar rush doing right by her friends. Late was certainly better than never.

“How about we make a deal,” Dash said. “You take a nap on my cloud, and I’ll round up the other girls for a get-together with Twilight.”

“Well, I suppose—I mean it sounds—”

Dash stepped forward and gave Fluttershy a muzzle-to-muzzle stare.

“It sounds... wonderful.”

“Well about time!” Dash hoisted her friend off the ground in one motion and dumped her on the cloud.

Fluttershy hunkered down in the cloud fluff to hide her face again, but she yawned and stretched almost immediately, drifting into blissful slumber even more easily than Twilight had.

“Awww. Guess I’d better go find Applejack, Pinkie Pie and...” Dash twitched and shuddered. “Maybe you’d better go to the spa to pick up Twilight, Rarity?”

“Not so fast, Rainbow Dash. Why don’t you push this lovely cloud of yours to my boutique, and I’ll collect Applejack, Pinkie Pie and Twilight and meet you there.”

“But that’s so boring! How come you get to run all over Ponyville instead of the fastest pegasus there is?”

Rarity flashed a smug grin. “Because the fastest pegasus there is, is the only one of us that can move clouds?”

“Oh. Yeah. That. Urgh. All right then, pal. I’ll have you at Rarity’s place in two strikes of a Wonderbolt’s—”

Rarity appeared before her in a flash. “How about peaceful and slow?” she said, pressing lightly on Dash’s forehead with her horn.

Rainbow Dash slouched and sighed again, creeping around the unicorn. “Only for you, Fluttershy. This is going to be soooo boring.”

Two hours later, the wind whipped fiercely through Ponyville. Having left Twilight until last to allow her what sleep she could, Rarity had visited Sweet Apple Acres and Sugarcube Corner, but neither the Apples nor the Cakes had any clue where her friends were.

The weather had come about while she scoured Ponyville. It should have come and gone during the course of her spa session, but she reminded herself repeatedly that helping her friends was of the utmost importance. Such reminders only went so far, however, and finally she gave up, returning to the spa to pick up Twilight and perhaps a brush or two for her mane.

Apparently, Rainbow Dash had collected Twilight hours ago.

Opening the door to her boutique, she was greeted by a scene that included all five of her best friends. Fluttershy slept on the cloud and Pinkie lay underneath it, running her hooves through the fluff while Applejack gave her a skeptical glare. Rainbow Dash snoozed against a wall, and Twilight, stretched out on her chaise lounge with a book, looked up to greet her, only to recoil as their eyes met.

Fabulous. Now I’m the one who looks like some kind of monster.

“Umm. Welcome home?” Twilight said.

“You’re… you’re all, here?”

Dash opened her eyes. “Sure! I got bored pushing Fluttershy, so I rounded up the others as fast as I could. Two minutes and fif–teen–seconds, yeah!”

Rarity blinked, then scowled.

“Ooh! Are we making our faces go red?” Pinkie said, staring at Rarity’s cheeks. She took a deep breath and puffed out her own cheeks.

Applejack frowned. “Ya do realise you’re already bright pink, right Pinkie?”

Pinkie seemed far too busy to reply.

Leaping up, Twilight pushed the couch towards Rarity with a glow from her horn and rearranged the cushions while assembling a small collection of vanity essentials. “I think a certain pegasus pony might have forgotten to tell us you were still out looking for us. Didn’t you, Rainbow Dash?”

Before Rarity could reward Dash with a baleful glare, Fluttershy twitched fiercely in her sleep. Rarity sighed heavily, and Pinkie expunged the air in her chest with a wheeze.

“I’m the reddest!”

“Pinkest,” Applejack said.

“Thank you so much for this, Rarity,” Twilight said when the white unicorn’s gaze fell on her, accompanied by a smile. “When I heard that you’d gone looking for Fluttershy to try and help, I was so happy that I wanted to thank you, but nopony knew where you were. Or at least, nopony told me where you were.”

Rarity gave Dash one last, dramatic scowl, before sprawling on the chaise lounge and lifting a brush to untangle her mane. “Oh, Twilight, you’re quite welcome. It’s always nice to know that somepony appreciates the effort.”

“It was mighty decent of you to let Twi have your spa time like that,” Applejack said. “We all know how much it means to ya.”

Rarity smiled appreciatively, but it grew forced as she began fidgeting on the pile of cushions. She stood, rearranged the seat, then laid down again with an altogether cheesier grin.

Applejack and Twilight started giggling at the display, and Rarity quickly joined them.

“So Twilight,” Dash said. “You gonna tell us about these dreams or what?”

Twilight looked over to the cloud. “It seems such a shame to wake Fluttershy, but if there’s something weird going on we’d better get to the bottom of it. She may look cute like this, but I don’t think she’s sleeping very well.”

“I can wake her up!” Pinkie said, suddenly holding a kazoo. She took a deep breath and clamped her lips down, but, instead of buzzing, there was only the sound of her lips flapping. “Huh?”

Pulling her head back, she looked at her hooves to find them empty, then looked up to see the kazoo floating towards Rarity, wrapped in an aura of magic.

Rarity imposed herself between Pinkie and the sleeping pegasus. “Is it really so much to ask for just a little decorum? You can’t surprise Fluttershy with your silly instruments like that; she’ll be terrified.”

“Instruments aren’t silly, you silly. I’m silly.” Rarity didn’t flinch, and a moment later, Pinkie shrank down. “Ooopsie. I might be just a teensy bit light headed from the going-red game.”

Applejack sighed.

Turning back to Fluttershy, Rarity found Rainbow Dash hovering in the air above the cloud. She growled faintly, but it died as she watched the pegasus nudge her friend as gently as could be.

“Hey, come on sleepyhead. You don’t want to keep everypony waiting, right?” Dash said with uncharacteristic softness.

Applejack and Twilight moved in to flank Rarity, and the three ponies smiled as they exchanged glances. In front of them, Fluttershy stirred and stretched, but when her eyes opened, she suddenly dove behind the cloud.

“Urgh, Fluttershy!” Dash hoisted the cowering pegasus back up. “It’s your friends!”

Settling back onto the cloud, Fluttershy’s head dipped and her ears folded down. “I’m sorry.”

Rainbow Dash gave her a little push and hunkered down next to her, spreading a wing across her back while conspicuously looking elsewhere.

“You feelin’ okay there, sugarcube?” Applejack said, getting a nervous nod in reply as Fluttershy rested her head on her hooves. “Well all right. Twi, how about you spill the seeds then? What’s goin’ on?”

“I think it’s a bit of an anti-climax after all this, but here goes. I didn’t really give it much thought at first. I mean, I’ve had bad dreams before. The day before yesterday I just had this recollection of something, but you know how dreams are; I just shook it off. It was only yesterday that I woke up feeling really tired, so I tried to remember the dreams I’d had. I’m not sure ‘dream’ is the right word for it though. It was just this huge feeling of emptiness. I’m not sure how else to describe it.

“Last night was more vivid. It was as if this nothingness was trying to suck me in, and the only thing I could see was this brightly glowing pair of eyes. Then Spike woke me up and... well, I suppose that’s it.”

“Fluttershy?” Pinkie’s voice had lost all of its exuberance and she padded up to be face to face with the pegasus. “Fluttershy?” she asked again. “Are you okay?”

Fluttershy had retreated behind her thick, pink mane, but where one eye was still visible, tears rolled down her cheek.

“It’s… just…”

“Oh, come on, Fluttershy!” Dash said. “We’re your friends, you can tell us!”

Watching in silence, Rarity frowned. As much as she wanted to berate Dash for pressing Fluttershy so harshly, she in turn wanted to press Twilight to mention the sleep-magic incident she had so obviously skipped.

Fluttershy’s ears folded down again as she spoke. “It... it wasn’t like how Twilight said. It was like feeling lost, and so very lonely. Like a terrified little baby calling for its parents. And it was so clear...” She sniffed as more tears began to flow and her voice broke as she tried to continue. “I saw this m-mountain, and-and, and those glowing white eyes. They were s-so—”

Dash sprang into the air as Pinkie exploded into blubbing and wailing and lunged in to wrap Fluttershy in a bear-hug. “Fluttershy!” Dash yelled. “Why didn’t you tell us about this before! Twilight, how can you be having the same dream?”

Twilight frowned. “Clearly it’s not the same dream, Rainbow, but I’ve never heard of anything remotely like this before. I have no idea what to say!”

“Sugarcube, this is what ya do best. Why don’t you go on home and read those books of yours? Y’know, take it one step at a time like y’always do.”

For a moment, Twilight just stared back at Applejack. Then, with a sudden stamp of a hoof, she said, “Yes. Yes I will. Fluttershy would you... err, Pinkie? I’d like to take Fluttershy with me now, if that’s okay?”

The mare released Fluttershy and bounded across to Twilight in a single motion. “Do you promise to look after her? She’s very emotional right now!” she said, very emotionally.

“Of course I will Pinkie. She’s my friend, too.”

“Okie–doki–loki!” Pinkie bounced across the room and out of the door, nonchalantly. Outside, the wind was still howling, blowing the door shut with enough force to shake the walls.

In less than two minutes, Rainbow Dash left with Twilight and Fluttershy to escort them to the library, and Applejack said she needed to get back to Sweet Apple Acres. The wind blew the ranch mare’s hat off as she walked out, causing her to chase after it and leaving the door banged loudly against the latch.

Rarity surveyed the empty room. Pride, resentment, relief, fear, anger, frustration, compassion, envy: so many emotions in such a short time. A cacophony one moment and then... For some reason, the words ‘emptiness’ and ‘lonely’ ran through her mind over and over. To top it off, she had committed herself to helping first Twilight, then Fluttershy, but now they were off helping each other and she was left here, like the last offcut of finest silk: beautiful, but useless.

Applejack is right. This sort of thing is Twilight’s speciality.

She sighed and grasped the door with her magic, but the wind sucked it open before slamming it shut again, and in between… No. Couldn’t have been. Just her imagination. Just the memory of Fluttershy’s dream conjuring up spooky images. There definitely wasn’t a pair of ghostly white eyes staring at her from beyond the doorway.

She remained rooted to the spot until eventually she lit her horn and opened the door again, just to be sure.

Nothing but the wind.

Releasing a sigh, she turned and started to walk back to the middle of the room. Still, it seemed to loom over her.

Nothing but the wind. Nothing but the wind.

“Twilight! Rainbow Dash! Wait for me!” she yelled, rushing back out the door.

When the door slammed shut for the last time, the Carousel Boutique finally fell into a deathly silence.

2. Troubled Minds

Spike yelped, sending several books into the air as the door burst open. He perched precariously at the top of a wobbling ladder, thrashing his arms about wildly until, finally overbalancing, he kicked the ladder from under him and began his all-too-familiar plummet.

Rarity skidded to a halt, wincing as the dragon fell, but when there was no thud, she pried open an eye to see him sprawled across Fluttershy’s back.

The door glowed with pale blue magic and slammed shut while Spike got to his feet. He looked first at Rarity, who was still panting from her rush, then turned back to the beaming yellow face of the pegasus who had just rescued him.

“Hi, Rarity!”

“Are you okay, Spike?” Fluttershy said before Rarity could reply. She nuzzled him gently and the dragon accepted it with a widening grin. After just a few seconds, his eyes sprung wide open and he stood rigidly upright.

Leaping down from Fluttershy’s back, he cleared his throat behind a clenched paw. “What can I do for ya, Rarity? Are you looking for Twilight?”

Rarity took a moment to let her breathing slow, before blowing a few rogue strands of hair out of her face. “Why yes, I am. Let me guess, she’s upstairs finding just the right book?”

“Huh. Making a mess, more likely,” he said, crossing his arms. “Hey, Twilight! Rarity’s here!”

A purple head poked through the door at the top of the open staircase. “Rarity! Did you forget to mention something?”

“Well, no. I mean, it’s probably nothing, but... after you left, I...”

“Rarity?” Twilight met Fluttershy’s gaze for a brief moment before turning back. “Are you all right?”

Rarity shrank back until her chin was almost pressed against her throat, and still no answer was forthcoming.

“Rarity? What’s the matter?”

Without warning, she burst into a teary dirge. “It was horrible! It was just as you made it sound. Glowing eyes! Like... like, a ghost!”

“Oh, how awful!” Fluttershy rushed in, standing shoulder to shoulder with her friend.

Rarity’s intensity waned, cringing, yet smiling, under Fluttershy’s affectionate attention as Twilight hurried down the stairs with numerous books levitating behind her. “It was right outside my door. I thought I was imagining it at first, and when I checked again there was nothing there, but…”

Spike disappeared into the kitchen and quickly returned, clutching a box of tissues between his claws and presenting them before Rarity.

“Oh, thank you, Spike. Sorry, girls. I think I might be getting a bit too emotional.”

“It’s okay, really!” Twilight said. “You’ve been so wonderful since I came to the spa earlier that I feel like I’m the one who should be apologising.” Moving across to her lectern, she opened one of the books and began to flip through the pages. “But you know I don’t believe in ghosts. I’m sure there’s a perfectly good explanation for it, right Fluttershy?”

“I… suppose so?”

Twilight continued flicking through her book without looking up. “I even disturbed your day at the spa, and then you spent two hours getting your mane in a mess again looking for Applejack and Pinkie Pie! For you, of all ponies, to do that for us? I’m serious, Rarity, thank you so much.”

Blowing her nose loudly, Rarity offered up a weak smile as she briefly pressed against Fluttershy. If only they knew how much she’d needed that little show of concern.

“Hey Fluttershy,” Spike said. “Would ya mind giving me lift up to a book?”

“Sure, Spike,” she replied, trotting over to him. She dipped her head and Spike climbed on top.

“Up there,” he said.

Rarity watched with one eyebrow raised as Fluttershy gracefully swept her passenger up to the top of the bookcase.

“Clairvoyants, Psychics, and Astral Projection,” Spike said, holding up an archaic leather-bound tome that was promptly enveloped by magic.

He clutched the book tightly as it sped towards Rarity, pulling him from his pegasus perch and delivering him nose-to-nose with his favourite unicorn.

“Spiiiiike.” Rarity frowned as the dragon grinned stupidly instead of letting go.

“Down boy!” Twilight shouted.

The dragon dutifully obeyed, and the released book floated over to the lectern, falling open and beginning to flutter its pages rapidly under Twilight’s magical touch.

“Hmmm. Aha! The book says that at one time, some unicorns discovered the ability to see far away places as if they were there,” Twilight said. She recoiled, wrinkling her nose, as she continued reading, flipping backwards and forward several pages before she continued.

“It says the practice was outlawed long ago, and all references to the spell destroyed. Unicorns were warned to look out for ghostly images, with the eyes being the most visible. But even if this is what Rarity saw, why didn’t I see it when I left the boutique?”

“Twilight,” Spike said. “Sometimes you wouldn’t notice the time of day if it wasn’t on a checklist. Besides, Rarity has an eye for detail unmatched by anypony in Ponyville, perhaps even Equestria! If she says she saw it, then I believe her.”

Twilight narrowed her eyes at her assistant and magically plucked him from standing next to Rarity, smirking as she dumped him on her back.

Fluttershy chuckled, too, but her ears soon folded down and she dropped her head slightly. “It wouldn’t explain seeing them in my dreams, either.”

The room fell silent. Rarity moved over to the pegasus, returning some of her earlier affection and provoking the smallest of smiles.

“So,” Twilight said, snapping the book. “We really have no idea if this anything to do with... anything! We need a new way to come at this, and we can assume that we’re not having similar dreams by chance. But, we’re not having the same dream, so maybe that might tell us something. Fluttershy is certainly... I mean she’s a lot more…”

“Empathetic?” Rarity said, putting a leg around Fluttershy’s withers. Twilight nodded and Fluttershy shrank even further at the gesture, hiding behind her mane even as her smile widened.

“Also, the book doesn’t say anything about glowing eyes. That seems like kind of an important detail to leave out, considering how complete this information is. I mean, I’ve never read anything about that before, and I’ve read quite a bit, but that... uhh, Rarity? Why are you staring at me like that?”

“My stars, Twilight. You don’t know?”

“Know what?”

“The, uh, glowing eyes,” Fluttershy said. “They’re like yours, Twilight. You know, when you’re using the Elements of Harmony.”

Spike reached out a claw when Twilight went silent, but hesitated before touching her. Rarity moved up to flank her friend, but she had nothing to say, either.

Twilight suddenly stiffened, continuing to speak as if she’d never paused. “I’ll have to think about that later. Now, what I didn’t have before was any reference to a mountain. Fluttershy, could you describe it for me?”

“I can try. It wasn’t very tall. For a mountain, I mean.”

“Not tall. Check.” Twilight sighed when nothing followed. “Anything else?”

“Umm, well, there were clouds. A lot of clouds.”

Another pause.

“It stands alone, not too close to other mountains. There were low, grassy foothills and a path that ran between them, and whole fields of long grass, maybe grain.”

The books on the lectern glowed and floated away to stack themselves on the table as Twilight glanced around the loaded shelves.

“It was quite steep, much steeper at the top where it vanished into the clouds. I think there was white at the top, like snow. It was near a large river, and a forest, but there wasn’t anypony nearby. That just made it feel even more lonely. Oh, and I think it had two peaks sticking out above the clouds, a big one, and a smaller one.”

Fluttershy cringed. “Wait, no. Maybe it didn’t have two peaks. I can’t remember. I’m sorry.”

“Who would put clouds around a short mountain?” Spike jumped down from Twilight’s back and walked across the library, scratching his chin with a claw. “I know! Fluttershy, would ya mind—”

“Spike! Fluttershy is not a tool for getting books; use the ladder!”

“Oh, I don’t mind,” Fluttershy said, but no-one seemed to listen.

Spike grabbed the ladder that Twilight ‘helpfully’ floated over to him. “No, I guess I’m the tool for getting books,” he said under his breath, setting the ladder against a bookcase. He hopped halfway up and produced a much newer book than the last one.

“Landmarks of Equestria? Good job, Spike.” The book was once again snared by magic and floated over to the lectern.

Fluttershy moved in to see as the pictures flickered rapidly past. “Stop,” she said with unusual urgency. “That’s it. That’s the mountain I see in my dreams. Cloudy Top Mountain.”

“That’s a dumb name,” Spike said.

Rarity angled her head to get a better look. “How peculiar. There really isn’t much to go on here. It’s as if the information hasn’t been updated in a long time. How old is this book, Twilight?”

“Decades old, I think, but this is just a copy. The original could be much older, maybe centuries. It was in the library when I first moved into the tower as the princess’s student, so I have no idea where it came from before I got it.”

Slamming the book shut, Twilight placed it back on the pedestal. “I don’t know what’s going on, and I don’t know what secrets there are to be found there, but the only thing I like about mysteries is solving them. I’m going to Cloudy Top Mountain. Who’s with me?”

She’d been near-useless in unearthing the possible cause of whatever was going on, and completely superfluous to the fabrication of Twilight’s plan, but Rainbow Dash’s outright demand that Fluttershy stay with her for the night cut the deepest.

She immediately requested the pleasure of Twilight’s company at the boutique, in case any dreams came back, and Twilight was nothing short of ecstatic about accepting. Keeping her friend occupied with tales of her own sleepovers, and a spontaneous pyjama fashion-show, was easy enough. Still, when morning came, she couldn’t help but wonder who had been comforting who. With only a single thread to pull on, Twilight had leapt at her mystery while Rarity’s heart still raced at the thought of being home alone. There hadn’t even been any more bad dreams to let her make herself useful.

“What’s that, dear?” Rarity barely even heard Twilight’s question; she’d been lost in thought time and time again against since their early start. After the cool shade of the forest where they’d stopped for snacks, the evening sun warmed her coat pleasantly enough to relax and distract her from the stark image of the mountain ahead.

She’d gotten a good look before they’d even entered the forest, but now it dominated the scenery in front of them. The peaks were sharp, the sides were steep, and the thick wreath of cloud was far moodier than the picture they’d seen could have portrayed—disturbingly at odds with the warm summer day around her.

“I don’t understand why I couldn’t find any reference to this place in any other books. I found an icon on an old map, but that’s all. How does something so obvious get ignored for this long? It doesn’t make any sense.”

Rarity didn’t answer. Rainbow Dash had already flown ahead to investigate, and Pinkie Pie was somewhere in the long grass to the side of the road, where every landing meant the rustle of flattened grass and the rattle of whatever it was that filled her saddlebags. The grating rhythm made dripping taps sound positively adorable.

“I think,” Pinkie said, appearing briefly at the top of a jump. “I want… another…”

Rarity caught Twilight’s quiet groan. At least she wasn’t the only one getting rapidly bored of it.

“…of those… delicious… candy… apples.”

“Darn it! We just ate!”

“What’s that… Applejack?”

“Ah said—never mind.” Applejack dove into the grass. When Pinkie popped back up, she barely registered the missing pony before disappearing with a squeal. Moments later, Applejack strode out of the grass dragging a trussed up and giggling Pinkie.

“Ah said, we just ate. An’ when Ah say we, Ah mean you, already ate all the candy apples.”

“We did? I did? Huh… I don’t remember that. Are you suuuure?”

Fluttershy and Applejack both giggled, but Rarity’s frown deepened as she used her magic to untie Pinkie. “Can we please keep things moving along?” She coiled the rope and hung it off Applejack’s nose. “I really don’t know what’s up with these ponies lately. It’s as if they can’t concentrate on anything. I mean it’s not like we have anything important to be doing. Oh, wait, we do.”

“It’s all right,” Twilight said. “It’s been a while since we’ve all been together like this. I mean, it’s kinda fun. I guess I’d rather they got it all out now, before anything serious happens.”

Rarity pictured yesterday’s brutal flypast, hours of pointlessly trudging around in the wind, and Pinkie’s kazoo incident. “I suppose so,” she replied in a weary, insincere tone.

The ponies pressed on, but just as Rarity was starting to appreciate what was left of the evening’s sun, she heard Twilight gasp. She looked over just in time to have her head wrapped in a purple-glowing blanket that muffled a rush of wind and the roar of grass whipping around.

One side of the blanket lifted up, Twilight’s cautious smile edging into view.

Rainbow Dash.

“Why, thank you, Twilight,” Rarity said, prompting Twilight to relax. “I’m so very glad that somepony is keeping their wits about them.” She looked over her shoulder as the blanket pulled away to see Rainbow Dash rising into the air, performing one of her ‘tail-stalls’. “While some other ponies only seem interested in horsing around.”

The pegasus made her way back at a more reasonable speed and landed in the middle of the group.

“So, Rainbow Dash,” Rarity said. “Do you have anything useful to report?”

“Report? Uh, well, I almost have that trick perfected. Did you like it?”

“Report,” Twilight said. “You know, on the mountain?”

Dash stared vacantly, and Twilight trotted up, roughly grabbed Rainbow Dash’s head between two hooves, and twisted it round to point at the prominent landmark.

“Ooooh, that mountain. I, umm...” Rarity walked up behind her, and Dash bolted at full speed. “Bye!”

“I take it back,” Twilight said. “Somepony has definitely been drinking the special water today.”

“Ah know long flights ’n great heights ain’t yer thing, sugarcube,” Applejack said, approaching Fluttershy, “but would ya mind? Don’t think RD’s head’s quite right.”

“Sure,” Fluttershy said with an enthusiastic nod and a wide smile. “I can do that.” She hopped into the air without hesitation and headed off after Rainbow Dash.

Applejack frowned and looked towards the two unicorns. “Is it just me, or is that downright unsettlin’?”

As Applejack, Twilight and Rarity pushed on, Pinkie Pie dove back into the grass and began bouncing along, gleefully giggling.

Fluttershy was waiting for them on a raised outcropping that marked the start of a path leading up the mountain. She leapt down as they drew close.

“I’m not sure what happened to Rainbow Dash. She said something about the clouds and then didn’t come back.”

“Well, I suppose I’d better let her know we’re here.” Twilight’s horn glowed, and a bolt of frothing light whizzed up from her like a firework, exploding into a large illusion of an arrow that pointed to where they were waiting.

Rarity gasped. “Oh Twilight, it's beautiful! You really must let me borrow you for a show sometime. Can you do it in blue?”

Twilight smiled and fired off another spell. This time it detonated in a shower of blue and purple sparks that vaguely approximated Rarity’s cutie mark; this time, they all saw Rainbow Dash incoming at speed, and landing with a weighty thump.

“Clouds! These clouds aren’t normal! They’re more like the ones that appear over the Everfree Forest. They’re freaky. I’m telling you, we should not be here!”

“Simmer down there, Rainbow. It ain’t like we never been through the Everfree Forest before.” Applejack raised eyebrow at Twilight. “Sure does raise a barnful o’ questions, though.”

“We’ll be fine as long as we stay together. Did you see any cave entrances while you were up there, Rainbow Dash?”

“Cave entrances? What cave entrances?”

“Umm…” Fluttershy said.

“That’s quite enough of your fooling around, Rainbow Dash,” Rarity said. “You should be ashamed of yourself! You know very well we are looking for the tunnels Fluttershy said she saw in her dream, and you are supposed the be the pegasus trying to find them. Remember?”

Pinkie clopped her hooves together. “We’re going inside the mountain? That sounds like fun!”

“I think…” Fluttershy said.

Twilight groaned as her half-lidded gaze met Rarity’s. “Make that two ponies who have been at the special water.”

Rainbow Dash leapt into the air again, but Applejack grabbed onto her tail and pulled her down. “Hold on there, RD. Ah think you should stay right here with us, before you get yerself all confused again. Now, Fluttershy, did you see anything on yer way here?”

“I was trying to tell you. I think it’s up there.” Fluttershy pointed at a plateau just under the cloud layer. “Come on girls, I’ll show you how to get up there.”

Applejack frowned again as she watched the pegasus fly up the trail without a hint of hesitation. “Un. Settlin’.”

Rarity peered into the tunnel entrance from the plateau. Though the light from the setting sun was fading, there was still enough to give the murky blackness the appearance of actually swallowing it.

Fluttershy peeked in from an edge, keeping herself low to the ground. “It’s very… dark.”

“Of course it’s dark, darling. It is a cave, after all.”

“I know, but it’s dark.”

Be strong for her, Rarity. It’s your time to shine.

Rarity stepped in front and lit the tip of her horn. “Allow me.”

Twilight frowned as the extra light failed to penetrate far into the gloom. “I guess we should go in then.”

Her ears folded down, Fluttershy took the first step inside. Applejack followed her closely, attention fixed on the strangely-acting pegasus. Behind them, the two unicorns filed in side-by-side, leaving Pinkie and Dash standing on the plateau.

“Why are we going into this cave?” Pinkie asked.

“Beats me, but we’d better go make sure they don’t scare themselves too much.”

Rarity studied the cave walls closely as the group made their way in. The whole passageway seemed far too flat and clean to be natural. It showed no sign of being carved by anything other than magic, but in that case, it would likely be smoother. She wondered if it had just been carved badly by magic, or in some great hurry, or just a distressingly long time ago.

Idle speculation soon made way for more pressing concerns. A strange feeling that defied her attempts to describe it distracted and saturated her; she found her light spell dimming and spluttering against her will. She’d never had trouble maintaining focus on a spell before, but even that concern fled as nausea rose in her stomach.

She was never anything less than thrilled that Twilight was vastly more skilled, and powerful, in that department, but this was her chance to provide for her friends, and defeat was unacceptable.

Such refusal, however valiant, was not enough.

“Are you okay?”

Rarity focused. Twilight was looking at her, neck stretched forward, eyes flicking across her face, drinking in the details. Her other friends were staring too, sharing the concern in the unicorn’s voice. Rarity wasn’t even sure how long she’d been standing there.

“Oh, yes. I’ll be fine,” she said. “A lady doesn’t like to complain.”

“Sure, but Ah would like to think my friends could just tell me what’s what. Complanin’ or no.”

“You do look kinda tired,” Dash said. “Why don’t you let Twilight take over? She’s much better at magic than you are.”

Pinkie gave Dash a withering stare.

“What? It’s true!”

Rarity remained silent.

But... I just want to help.

She felt the touch of a hoof on her shoulder, and suddenly refocused to see Twilight standing closer.

“I just want to help. Would let me take over?” Twilight implored. “Just for a little bit? Please?”

The words stung. For all her attempts to support her friends, Rarity had ended up with them rallying around her, instead. They were watching, silently pressing her to take the help Twilight desperately wanted to give. The worst of it was that Twilight unknowingly used exactly the kind of friendly trickery that Rarity used on Fluttershy. They were pandering to her because she was being stubborn, and she knew it.

“Yes. Of course, Twilight. I just... I don’t seem to be feeling very well right now.”

Instead of just lighting up her horn, Twilight summoned up a ball of light that floated above her. There was a moment of total darkness between one spell and the next, but the new light was more potent, creating deeper contrasts and more vivid shadows.

There was a yelp, and Fluttershy dropped to the ground. As one, Twilight, Rarity, and Applejack turned to see the pegasus hiding her face with her hooves. Then, they all looked back towards Rainbow Dash and Pinkie Pie.

Dash met their gazes with wide-eyed surprise, but Pinkie Pie stood on her hind legs, doing something odd with her mane. Her shadow looked like the gaping maw of a monster that was trying to eat the shadow of Rainbow Dash’s head.

Pinkie played to the attention of the group, mashing the separated parts of her mane together to animate the shadow-puppet monster. She even added in her own sound effects: “Rawrr!”

“Nice one, Pinkie Pie,” Dash said, her fearless tone even managing to coax Fluttershy’s head back up again.

“Nice one,” Rarity said quietly.

“Nice one?” she said again, louder. She surged towards Pinkie, knocking her down and standing over her. Raising four hooves in the air defensively, Pinkie’s eyes were wide and her head pressed against the stone floor, unable to pull back any further as Rarity began to shout. “Is it fun to scare your friends? Is it a nice one when you can’t be bothered to take your friends’ troubles seriously?”

Rainbow Dash backed away, mirroring Pinkie confusion.

The volume of Rarity’s outburst dropped, but its intensity did not. “Do you have any idea how annoying it is to have some inconsiderate pony like you messing around when my friends need my help?”

Fluttershy covered her ears with her hooves while Twilight just gawped, dumbfounded.

“Rarity,” Applejack said firmly, without raising her voice too much.

“How dare you scare Fluttershy like that! Deep in the middle of this very dark tunnel, in this positively disturbing mountain, how you could be so... so heartless!”

Rainbow Dash finally put her raised hoof down and stepped towards Rarity. “Hey! That’s not—”

“You!” Rarity roared with a new rush of white-hot fury. She moved away from the floored Pinkie and towards Dash, butting heads and pressing down with her horn. “You have no right to complain! You can’t even remember you’re supposed to be helping your friends at all!”

“Rarity!” Applejack yelled.

Whatever retort Rainbow Dash was forming never emerged.

“Ah know you’re angry, an’ Ah understand. Ah jus’ don’t know why yer this angry. Please, Rarity, tell me. I want to understand. RD, would ya back away first?”

Dash’s lip still curled, but she acquiesced after a few moments, hopping back with the aid of her wings and breaking the deadlock of their stares.

Rarity turned her gaze to Applejack, her flush of emotion draining away as she started to tremble.

“Rarity?” Applejack said softly.

“I… I don’t…”

What have I done? Why do I feel this way?

No more words came from her mouth.

Rainbow Dash stepped in to help Pinkie up, who had yet to move from the floor. Applejack, meanwhile, edged towards the faltering Rarity.

“Come on, sugarcube.”

Rarity’s eyes glazed over and her front legs gave out, pitching her towards the floor.

“Woah! Li’l help, Twi!”

Dragged out of her over-analysis, Twilight responded slowly, helping to lower Rarity safely to the floor. “There’s something weird in this place.”

“Ya think?”

“I can feel something in my magic, like it doesn’t want to be here. It’s my specialty, and if I can feel it draining me, I can’t imagine what it must have been like for—” Looking down she said softly, “Are you okay?”

Rarity spoke in a slow, quiet voice. “Yes. I just... I feel tired.”

“Ah know,” Applejack said. “Twi, is this magic thing gonna be a problem?”

“No. Not for me anyway. I can do this all day, but I do feel like we’ve bitten off more hay than we can chew. I have no idea what could be causing this, or what it could be doing to Rarity.”

Dash extended a wing over Pinkie Pie as they stood together, earning a half-hearted smile in return.

“I’ll be all right,” Rarity said. “I need to get up off this floor anyway. It’s so… icky.”

“Now that’s ma miss fussy-boots.”

“We can’t give up now. We’re so close, I can feel it,” Fluttershy said.

All eyes turned on her.

“Ah told y’all that were unsettlin’! Fluttershy’s playin’ hero, magic’s all messed up, an’ Rainbow Dash’s brain’s been turned to mush. Keeps forgettin’ stuff.” Dash opened her mouth, but Applejack pre-empted her. “Where are we goin’?”

Dash’s jaw hung open.

“So where are we going?” Pinkie asked.

Applejack sighed. “Well, Ah didn’t know if Pinkie was jus’ bein’ Pinkie, but Ah guess now we know. We’re…” Her eyes glazed over and she put a hoof to her head as if trying to rattle her own brain. “Ahhh! Ah can’t remember! Ah know Ah know, Ah jus’—Ah can’t remember!”

“Applejack. Calm down. I’m going to try something.” Twilight stepped forwards and touched Applejack’s head with her horn.

“Yeah! Ah remember now! We’re… oh. We’re goin’ to the middle o’ this darn creepy mountain to find some secret that’s been givin’ Twilight an’ Fluttershy nightmares. Well, shoot. Now I know why I might not wanna remember that. You all right castin’ that spell Twi?”

Twilight smiled, puffing her chest out slightly. “Not a problem.”

“So, can we go now?” Fluttershy asked. She paced back and forth across the tunnel.

“Take a minute to rest, Rarity,” Twilight said. “I’m going to see if I can restore Pinkie and Dash’s memories too, then we’ll decide what to do.”

“No! We have to keep going!” For once, Fluttershy was ignored despite everypony hearing her clearly.

Rarity pondered while Twilight cast her spells.

Well, there certainly is something strange going on. I can feel it, but it simply can’t excuse what I’ve done. I have to press on. For Twilight. For Fluttershy. They need me, I... I just need to keep my strength up and avoid using magic.

Dash and Pinkie both gasped as their memories returned. Both found reassuring smiles for Rarity, but they didn’t reassure her at all.

“I’m all for following Fluttershy,” Dash said. “Rainbow Dash never leaves her friends hangin’.”

Rarity stepped forwards. “If there is something here causing those dreams, it would seem rather foolish to turn back now.”

“Thank you, girls,” Fluttershy said. “Shall we go then?”

Twilight and Applejack looked at each other for a second and nodded.

“Okay, we’re going,” Twilight said.

Pinkie’s ears pricked up at the question. “Going where?”