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Wearing The Inside Out

by Peridork

Chapter 24: Rain In Soho: Soul Man

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Rockville

Pinkie sat on top on the barn's roof, carefullly staring east towards Ponyville. Things were moving fast there, she could tell. Vague senses of dread and pain enveloped her as she felt her Sense ding with broad information on things. Everypony was fine for now, but she knew vaguely what the clouds of death felt like now, and what war should feel like. Granny Pie had told her and that inner turmoil that was like if butterflies died in your stomach and sat there molding away was there.

"Hey idiot. What the everloving fuck are you doing up there? I have been looking for you all the live long day and you're on the barn. Of course, look for the random one at the last place I'd ever look."

Pinkie glanced down to see Limestone waving at her, stamping her hooves and she smiled briefly. Just a bit, because while the farm was different- Limestone was still vaguely the same. Her father said each was special in their own way, Pinkie with joy, Limestone with anger, Marble was calm, and Maud had courage. It was a bit one note, looking back, and she scoffed at the simplicity of it, but she still held it within her somewhat.

Because having the Sense was supposed to be a one time thing. And, for some reason, chaos wise or other, each had the Sense. Different Senses.

"I was just looking at the farm, silly. And it's only like ten am, it's fine. It isn't like rocks have a set time for coming out of the ground."

Limestone rolled her eyes. "Funny, I was thinking we could try and get you to some sort of Seer before some stupid thing happens. Cause I dunno, but Marble says today's going to be bad. Don't know what she means since the last time something was 'bad' I got barely a bloody nose.

Pinkie slid down the barn's roof, gingerly landing in a hay pile and stood up, shaking the strands of hay that clung to her. "Okie dokie."

Limestone sighed. "I forgot how oddly malleable you seem to make every single moment." She stretched out a hoof and handed Pinkie a lump of bread. "Probably not up to snuff for the city slicker shit you got where you came from, but bread is bread and Maud said it wasn't hard as a rock."

Pinkie shrugged. "I've had worse than that. I should tell you about the time one of my friends sister's almost burned water. Don't ask me how that was possible. Probably a magic thing."

Limestone stared at Pinkie for a moment and shook her head, her hair falling in wet plaits as the hot day started to take its early toll. "Whatever." She tapped a hoof on her chin as she looked at Pinkie. "Now, Daddy said I and the rest of us were going to go in the northernmost rock field cause its cleared and have a little contest. Something about tests and everything. Big scary war coming. Blah blah blah."

Pinkie nodded. She didn't mention that she really didn't think that a war was coming, but that it already came quietly. She tried to push Ironhoof's memories away, but she smelled the faintest hint of blood on the wind and the outcrops of stone in the far fields, for a moment, were not dead stone, but stilled flesh.

She imperceptibly shivered. "Right."

"Thank obsidian you didn't come during a big harvest time, else we'd have to really pull your fat ass together. Sorry about that. Just I remember you being skinny and not fat."

Pinkie sighed. "That was a decade ago."

Limestone shrugged. "Hey, I didn't mean it anyway. Plus, if I didn't somewhat like messing slightly with you, I'd have killed you. Or just got a spirit to haunt you. Lots of dead spirits in these rocks." She clapped Pinkie on the back and with a wave towards Marble and Maud who came into view carrying buckets, they headed off to the north field.

***

Ponyville

"Shy, the line's like around the block. Can't we just go eat someplace else?" Rainbow stared at the line that was in front of the bakery and groaned, rubbing her mane as she watched a horde of ponies waiting for Nightmare Night themed treats- cookies in the shape of bats, cakes shaped like wisps of smoke with a tiny Nightmare Moon as a cake topper, and pies with colored pudding filled with gummy worms- among myriad other sweet treats that beckoned the hungry denizens of the town.

"Patience, Dash-"

Before Fluttershy could scold her marefriend more- since they had just recently stood in line to enter, ponies were cautiously moving further away from the front of the store.

"Belay your worries, subjects. While this celebration of candy and decadent pastries is quite a fun affair, I won't lay a tax upon thy waiting horde of sweets. Nightmare Night is for one and all, and I decree that Nightmare Moon is no more. Thanks be to Sir Carrot of the Cakes, for he has sated my hunger for sweets."

Dash scoffed. "Can she just declare that? If so, I have to get on the good side of Luna cause being knighted would be super rad."

"I'd have to ask Twilight, but I would expect that to be hyperbole."

Mr Cake shivered in fear as he carefully pulled out a "Be Right Back" sign and shut the door hastily. Luna walked through the sea of slightly miffed ponies, carefully passing out a bevy of sweets to anypony who asked.

"Oh hello there, Fluttershy and Dash. How are you two today?"

Fluttershy carefully bowed. "Perfectly fine, Luna. Whatsoever has you in such a mood today. Well besides the holiday? I would have thought you would have been asleep this morning."

Luna nodded at Dash's nonchalant wave. "'Tis true, but Twilight had shown me the wonders of the current era and it's coffee and let me stay at her castle while I kind of figure some personal matters out. And with recent events impacting Twilight herself, I just thought that perhaps drowning one's sorrows in desserts would help her. It seems to do wonders for Celestia."

Dash sniggered.

Fluttershy shot her a knowing look and walked on as she followed the Princess of the Night on her merry way. "How nice. I guess he would like to share some sweets."

Luna turned for a moment. "He? Last time I saw Twilight, she was most definitely a mare. I think. Though maybe I have been slightly focused upon this holiday so that the foals do not have a terrible holiday. And then sending out letters to each of the towns, telling them of our wishes and thanks for their acceptance of my different style of rulership. I do hope I hadn't said anything out of place in regards to Twilight 'Tis nice to see some appreciative ponies of how wonderful the night is."

"That's wonderful, but Twilight most definitely isn't a-"

"Yeah, he's got a dick."

"Dash!"

"What, Shy? I mean come on, I know you were building up to the reveal, but you tend to be too demure about it."

Luna stopped for a moment, pastries floating above her head like a halo and breathed for a moment. "Well. That's quite all right, Rainbow Dash."

Fluttershy looked up, brushing strands of hair out of her eyes. "You okay, Princess."

Luna smiled, a faint heat around her cheeks as she walked on. "Just got a little tired there. Nothing a good pot of coffee can't fix. A real bit of work that Mayor Mare trying to say things about forms and procedures. I said to her what sort of Princess would I be in letting simple procedures stop me from having the best celebration of things. Ever. And then she talked about Twilight, which brought me slightly back to Equestria."

"Are you okay, Luna?"

"Splendid, not thinking about Twilight and his. . .procedural proceedings." Luna blinked as they passed Aroma Palace, carefully avoiding Twilight's eyes as they passed, the alicorn quietly taking in the sculpted jawline and decidedly not bookish physique of the purple alicorn. She felt things deep in her core as she watched Twilight finish his food and walk towards them.

Luna swore heartily in her mind coming up with as many bad words as she could, centuries of filth danced in her mind as she watched Twilight scowl ever so nicely in her direction.

Luna swooned.

---

Twilight stared intently at the two pegasi- and Luna- as he finished his food. He had told the other two to meet up at the castle in an hour or two. Let them see the sights of Ponyville- whatever that truly turned out to be- and quietly leave him alone to think of the conversation that he just had. He had to talk to Celestia very soon, especially with all the things that had happened recently. He wanted to fix Fluttershy and Rainbow's problem, have time for Rarity and Applejack's kid situation.

And yet he had no time to deal with either. Love magic, or the weird decay of the magical signature that Dash and Shy gave off was a very odd predicament- he didn't know exactly how to disentangle their lifelines without causing irreparable harm, so either the spell would wear off or he had to stumble into a solution. Possibly Zecora could help on that front since he had talked briefly about love spells with the zebra, and Zebrican culture used love potions and charms on an equal footing with Middle Equestrian history of the third and fourth centuries. If there was something there, he could find it. The baby situation could be remedied by growth spells, but those were dangerous and- He cut that horror show of gore out of his mind as he walked towards his friends.

Luna looked odd. But Twilight surmised that due to the day and her nocturnal nature- and coffee dependency- that she was fine enough for now. He could always talk to her later. She tended to like late night study sessions and he needed to apologize for how horrible his mood swings had been for the last few days due to the schism between him and Pinkie. And she had been a good shoulder to lean on during all that.

But that was later. He had to talk to Dash and Shy about some things. All of his friends, really.

"Hey, so about the next few days. . .I have some bad news."

***

Skies Above Equestria

The Dasher crested through the cloud cover, its small wooden frame cutting through the clouds, leaving a rime of ice upon the wood. It would be a rather beautiful sight, Sour Sweet thought, if her eyelids weren't almost plastered shut from the quick drop in temperature. She wiped her face with a hoof and walked towards the sunniest spot on the bow, walking around crates and barrels full of flotsam and jetsam.

"Are we about there yet?"

Bow Hothoof popped his head up. "I'm pushing her the best I can. Our Dasher here might be the fastest ship in the Equestrian borders, but she's only a mortal ship." He stretched out his wings as he left the confines of the engine room, sweat sticking his rainbow hair in streaks across his coat. "Any faster and I'd break a new ship speed record. Which I don't want to do cause the last time that happened, I almost died."

"Like you did any of the work. . ." Windy Whistles, the captain of the ship, carefully turned an eye on her husband and winked at Sour Sweet. "I remember that time too, and I think that writer would disagree. Heard she's made a book about our little adventure. Though I don't read that stuff. Something about some amulet or something. Real life is more exciting than books anyway."

"Who was it?" Sour Sweet hated asking, but she felt the camaraderie slightly warm her core as she huddled beneath the blanket that the pair of pegasi had scrounged up from the back of the ship.

Windy laughed, her brash peals of laughter echoed briefly on the wind. "She said she was Daring Do. Though a lot of ponies say they are Daring Do. Bit of a big trade of ponies wanting to follow in the literary accomplishments of their fictional idol and die out in the back end of nowhere. As I said, real life is far better than books. And it is safer if you know what you are doing."

Bow rolled his eyes. "Says you. All our routes have been even more dangerous as of late due to the Storm stuff. All these new ships and things, like that's any 'safer'.

Windy narrowed her eyes at her husband. "A ship bedecked in seven layers of offense versus the Dasher here, especially when I'm steering it? No contest. I will live another day. The other ship will too, but that's not important. And anyway, I don't often hear you complaining when we are in private. . ."

Sour coughed. "While I would just love to see where that train of thought is going, I want to say that as a representative of the Equestrian military, I, and the Princesses, do salute your wherewithal to let us get to Ponyville."

Windy rolled her eyes. "The Princesses can eat me for all I care. I just saw a little mare holding a bit of a charity case."

Bow dug out a flask and sipped it carefully. "What my wife is saying is that she tends to have a bit of a streak, say we say, of helping ponies without benefit."

"But this time I was right."

"So is a broken clock, but I wouldn't be still married to you for the last twenty years if I didn't see something there."

Windy sighed as she looked out at the landscape, small towns and hamlets passing by lazily as their speed matched the air currents, the ship buffeted by stray cross currents and weather anomalies. Up above the clouds, weather was slightly unnatural since most pegasi were unable to fly up this high without the aid of magical help or natural aptitude. "Yeah and we have done some stupid things together. And I wouldn't regret most of it. Some stuff, sure. Not you." She stretched and Sour could see the barest hint of sadness in her eyes as she looked back at Bow. "We're going to be there in, let's see, five, six hours. After moonrise at least. So go down and warm yourself up, unicorn, cause you look like Tartarus warmed over. I'll get the lunkhead over here to get you when we get close. Go see how the eyeless wonder feels."

Sour Sweet nodded.

***

The Narrows

Manehattan was chaos. Gallus felt the heat of the burning buildings as he led the gryphons into the city. The plan was perfect in execution- chaos, disorder, and pure cut off from the mainland were the three main focuses of the attack. Sure, some ponies would get out- swimming through the Hooflyn River or a pegasi mass exodus. Word would get out. But from how mother explained it, the Changelings wanted a stronghold in Equestria, a Hive to outstrip all others, a massive place for the queen to constantly, well, experiment on herself of the others.

He felt a blast of magic whiz past his face. Heat blossomed in the air for a moment and the world became a flash of colors as he felt his feathers almost catch fire. He shook his head and banked into the wind, letting his magic envelop him in a ball of high pressure. He felt that heat surround him, this time not hot and burning like that nameless pony's attack, for any of the hundreds of thousands of ponies could have done it, and aimed at the target he needed to focus on. They couldn't cut all of Manehattan off- the Narrows was the weak point, being connected to the Equestrian mainland by actual land. But that was what the gryphons were for.

His mother had allowed a complete and total wipe of this district.

Absolutely no survivors.

He felt bile rise in his throat at the thought, but let it down and breathed, opening his eyes for a brief moment, seeing the magic he had within him dance and sway with the wind, each blue feather of his sparkling in the noonday sun. He smiled for a brief moment, and the sound came back in his mind.

Screams and whinnies of ponies being burnt alive. He dodged a collapsing building, the large statue of a huge golden pony cutting through the ground and, for a moment, the world went white as ash and dust enveloped the world.

He pulled up and twisted his body towards the final guard post, his aerial maneuvers keeping his trail indistinct and hard to follow. Gilda had taught him how to hunt, how to kill, and he had tried to follow his sister's rules. Make it easy for you to get the first strike and don't get hit.

As he came closer to the guard post, he could see Predators fall by the wayside, the hulking gryphons taking tens of ponies with them, some with spears stuck in their chests and squawking their war cries as they beat ponies heads in with their talons. He could see his legions arrayed out in front of him, almost cheering him on as he dodged blasts from unicorns, rock barrages from earth legions, and pony on gryphon warfare in the skies.

He had to look for what his sister called the gem arrays. The things that kept guard towers stocked with magic. And also the most explosive bit of it's defenses- often covered in anti magic fields and armor that would make it difficult to enter.

A suicide mission usually.

He found it after a quick scan and dropped out of the sky, rolling unto the hard stones of the tower's top. He limped for a moment as the world reformed around him. His ears hurt and his eyes were filled with smoke as fires were breaking out below, the mind controlled dragons and changelings burning all in their wake.

He walked carefully, unable to fully hear. "Talon protect me." He whispered the prayer as he walked over bodies of gryphons, the odd changeling half transformed, the bodies of ponies of all races. He felt unnerved at the sight. Some looked almost peaceful in death, while some looked like they came to meet death and ran headlong screaming into death. He walked up the stairs as quietly as he could, following his senses as he felt the mana density of the surrounding area change vaguely, into blues and greens into deep dark reds and purples as he walked up further.

He entered the top of the guards tower and stopped as he felt something amiss.

He counted his blessings as a blade almost nicked him in the wing.

A big, hulking pegasus lumbered in, his coat spattered with blood and gore, some his, as Gallus observed a large gash in the stallion's barrel. "Fucking gryphons. Fucking changelings, fucking dragons." The stallion huffed and puffed as he worked his wing blades out of the stones, the golden tipped blades glinting in the firelight up here. "They didn't say you fuckers had magic. I saw my entire regiment wiped out because of you pastel fucking cunts."

Gallus smiled as he noticed the color of the stallion's coat as he moved. Bright orange. He almost wanted to laugh at how ridiculous it was having a pony complain about the colors of his eggmates- ponies were far more colorful than gryphons.

The orange stallion charged at Gallus, letting his weight barrel into the smaller gryphon. Gallus was pushed into the back wall and he could feel the hot breath of his enemy on the nape of his neck. He could feel his claws bury into the belly of his attacker, his heavy musk and anger making the small room feel claustrophobic.

He panicked as he felt the crushing weight of the burly stallion start making his wing feel uncomfortable. Gryphons weren't usually built for one on one fights with larger opponents. Predator gryphons were the aberration- the large things used to this. He wasn't. He felt his wing shift. He feared that his first real fight would end in his death and for a brief moment, he feared that his wings would break- the hollow bones easy to shatter into unusable pieces.

Gallus screamed at his orange behemoth of a pony, and dug into the stallion's stomach, not caring what he was aiming for. He felt the pony's skin tear, a claw slipped on the pony's thing and he felt a chunk of it get stuck in his talons. He kept screaming as he felt the blood and intestines wrap around his talons.

He breathed out.

He didn't know how long he had been standing there, ripping and tearing out the pony's entrails, but he came back to himself covered in the blood of the pony, the ribcage of his opponent fully open and the stallion's face showed how painful it was being disemboweled from throat to privates.

Gallus limped as he walked. His wing hurt, a sprain? A break? He didn't know. He just stared at the glowing mass of gems in the room and set the explosives. He breathed out and thought of where he wanted to be, letting the mana collect around him as the sounds of battle went on outside. He didn't have time to think of the dead stallion and as he breathed out, his view of the world shifted and blinking his eyes open, he fell into the sky, letting his wings catch on the wind now enveloping him like a comforting hug.

He would have to tell Gilda or Gala how teleporting felt. Like flying, but freer somehow.

---

Posey stared out at the burning skyline of Manehattan and sighed. The idea that she would see a day where Manehattan was on fire shocked her for a moment. She carefully stretched her wings. Sometimes age got to her and they didn't work as well as they used to. Age did that.

"What do you want to do?"

Posey turned her head and smiled briefly as her right hand clown stepped into the room. "If I was twenty years younger and in the prime of life? Go out there and take as many creatures with me as I could." Posey smiled at the thought, turning her green eyes on the burning city. "But now? Just move on. I mean I wholeheartedly believe in our little circus, but I'd rather not lose my performers in rampant acts of buffoonery, chicanery, and japery." Posey hummed to herself as she thought. "There's always a better way to serve. And this Captain Mjolna keeps sending me of all ponies letters." She sighed as she pointed towards a haphazard pile of half read letters, some partially crumpled.

Ponyacci picked up one and carefully skimmed it. He noticed the clipped writing style of the response, a rather impressive cursive for what he assumed to be an earth pony- he noticed the blocky mouthwriting- the letters big and loopy, partially illegible where the author had to apply ink on their quill as they lost concentration. He placed it back carefully and sat down next to Posey, carefully studying her own face. "So somepony looked up your old records. Not very odd. It's odd to be recalled so late in one's career, but it isn't-"

Posey looked out the window. "I thought I told Lavender Meadow to burn everything related to me. . ."

"What was that?"

Posey shook her head and rubbed her desk carefully. "Nothing much. Just surprised somepony found my records is all. So on a different matter," Posey waved away the burning city. "Last Laugh said you had something to tell me about Rainbow."

Ponyacci smiled carefully and pulled out a large file nearby Posey's desk. "I had sent it in a few days ago. Looks like somepony didn't read it."

Posey rolled her emerald eyes. "As Grandmaster of the Sky Circus, I respectfully defer any such matters of importance to my second in command. Or third or fourth. Depends on my mood. And honestly, after the last week in Manehattan dealing with the crowds that didn't want to see our greatest tricks and clown skills all because some Coloratura was in town? Yeah, didn't want to spoil my mood."

Ponyacci laughed. "We had fantastic shows."

"Says you. Last year was twice as lucrative."

"Well we live in interesting times, to be sure."

Posey smiled. "My mother said that to me a lot. Said she got it from a Kirin traveler. You do know that's less a compliment and more of a curse, right? Peace is far better to live in than wartime." Posey shook her head. "Just ask Manehattan right now. But tell me how is our little Rainbow doing?"

Ponyacci cleared his throat and began to read Rainbow's accomplishments. Posey listened attentively and smiled as he finished.

"Seems like our little prodigal has done some rather good things for the country. I guess I owe you twenty bits."

---

"Rara, get back here!" Dust coughed as the smoke began to get to her. The bar had become an untenable position as the entire street was covered in a squirming tatzlewurm, the pink body crushing a wall of where she worked and she and Rara had ran once the strange beady eyes turned on them and smiled.

She didn't think those could smile.

The middle of Manehattan was a burning mass of houses- the Clydesdale Building had partially collapsed, letting burning slag pelt the corner of Manehattan in hot ash and death. Dust coughed for air, feeling her throat grow raspy as the particles of whatever building gathered around her. She tried to move the air around, tried to keep air currents open, fearing for the moment on how to escape with the air a mess of changelings, gryphons, and dragons. She felt the air currents above her and cringed at their complete disarray- the pegasi weather teams had expected snow or rain or something and planned accordingly. With the heat from the burning buildings and dust, she could feel the shifting walls of air.

Rara's blue head popped out nearby. "I knew it!"

"What?"

Rara smiled. "Well, you know how there's the subway system of Manehattan? Great place to hold a few impromptu gigs and parties. Well, with how you've been freaking out and how up there looks. . ." Rara pointed up as a huge dragon bit a pegasi in half, the legs tumbling down and crashing nearby, still twitching. Rara blanched and coughed. "Well that. I thought going down might be better. Not perfect and I would dodge the entire middle of the city, we could take the system out, maybe. Walking, but its a way."

"If this kills us, I am haunting your corpse."

Rara laughed and smiled the macabre half joke lightening her spirits for a brief moment. "If it does, it's better than staying here."

***

Rockville

Limestone stretched her limbs and stared at Pinkie, Maud, and Marble. "Ready?"

"Not really. . ." Pinkie tried to raise her hand as Limestone was speaking. She really didn't want to fight her sisters. Especially since Limestone had kept ribbing her, testing her limits, and generally not being super nice. Pinkie had guess her reappearance in the lives of ponies she had run away from in haste and fear might have caused some reluctance in their sheer emotional levels. . .but Limestone had taken something personally.

Maud sighed. "You know Father doesn't want us to fight. This is all some hardheaded thing you got to one up Pinkie."

Maud nodded.

Limestone closed her eyes and stared at her sisters. "Don't you want some kind of. . .revenge or something on her? I mean we kept the world turning as best we could while our sister was an unknown factor in a world that doesn't want us. So what if we didn't have a Sense of our own until she left. Daddy made us who we are and we have to just keep doing our jobs. Haven't you felt the sheer decay of the world? Every time Pinkie moves, her motions cause ripple effects."

Maud rolled her eyes. "You talk too much. Why is Pinkie important? If she causes things to happen, why not every single pony?"

"Because I know it to be true!"

Marble sighed and pushed aside Maud, carefully pacing back and forth between her three sisters as she tried to get enough courage to speak or act. After a few minutes, she stared at Limestone and Pinkie felt the temperature shift down multiple degrees as she stared at the gray earth pony.

No, you don't, Lime. I keep telling you to stop talking to the ghosts.

Limestone stared at Marble. "You absolute cold hearted bitch. . .the one fucking moment Pinkie comes back, the one damn moment, you use your Sense on me and it's fucking hilarious that it's mind talking cause you've been mute since Daddy tried to give you Pinkie's sense and I thought you were. . .stupid. But I guess no-" Limestone stopped and turned to the east. "What in the-"

Lime, your nose.

Limestone wiped at her nose and came back with a red blotch. She stared at it, laughed once, and fell over, screaming in a bevy of languages as her eyes glowed green, her mouth spewing black ichor and bile as she convulsed on the ground. Marble started to run over to check on her sister, but the psychic shockwave of Manehattan hit and she fell over wordlessly screaming, her mind sending out keening high pitched notes that made Maud and Pinkie flinch as they were assaulted by the sounds of Marble's brain in anguish as the sense of death washed over the farm.

Maud turned to Pinkie and smiled. "Don't worry about Lime. Her sense is all about dead things." Maud grit her teeth as she stared at Pinkie. "Lot of death there." Maud lay down and stared impassively at the east, her eyes showing emotion as her senses were assailed by tens of thousands of screaming, dying things.

Pinkie stood there, completely unfazed as her sisters writhed around in agony. She closed her eyes, waiting for the sense of death wash over her. And she felt it. But unlike her sisters, she just felt it. She felt tears wash down her face as she felt the miasma of death hit her, the smell of burning, the crunch of bones, the wetness of blood. And yet, she just stood there, not in pain, not seizing on the ground puking up black goo and ectoplasm, not staring out impassively. Just there in the moment, breathing in and out in regular motions.

She was fine. Oddly, she felt okay. Maybe a bit numb to it, but who wouldn't be numb?

***

Ponyville

"Darling, stop fidgeting." Rarity stretched out her neck to pull a few more pins out of the costume and groaned as Rainbow Dash fumed, wiping her long pink hair out of her eyes and raving about how positively dreadful Twilight had been.

"Rarity, are you even listening to me? I keep saying 'we all are in the military now' and you aren't pissed off about that?"

Rarity stared at Fluttershy who quietly stood there with a deep frown on her face. "Oh of course I'm surprised by the turn of events, anypony would be, but we are vital to the health of the nation. . .even if I would much rather create every dress within my head and do that for the rest of my life in a simple yearly routine. But after Ironhoof, I assumed something like this would happen." Rarity shrugged and carefully stepped back. "Seriously though, I can't figure out why I have this imperfect view of you right at this moment. Like I made the costume for you- or at least an idea of a Fluttershy ensemble, and yet you are right here- yet nothing. No c'est magnifique, not a lick of perfection, just you in a Wonderbolt outfit. How odd."

Rainbow rolled her blue eyes. "It's a costume, I doubt ponies would even care. I've seen foals in capes and kitchenware, I doubt having an accurate Wonderbolt dress uniform at this moment would be rather appropriate. Not with how I feel at the moment."

Rarity huffed. "Spoilsport." The white unicorn straightened her work glasses and rubbed her temple with a hoof. "And this is why I don't often ask you to be a model for me. I have all these ideas to bring out your natural beauty and figure and here you come barging in saying that the most unbecoming dress or completely gauche design will suit you. You try accentuating rainbow hair with current fashion and see how difficult it is. Thank Celestia, Dash, that you are in Fluttershy's body because I know what works with her complexion and how she carries herself. You just seem more like a stallion than a mare sometimes."

Rainbow almost was ready to respond until the words hit her mind. She slowly got a really neat idea. A decidedly fun and far more exciting idea. An idea that didn't even deal with the Wonderbolts or the frilly pink thing that Rarity wanted Shy to wear- the ugliest thing ever cause it totally would kill her cool points with the rest of the town, but this idea made her smile whenever she had a devious prank. "What was that?"

"Hmm? Oh yes, you seem so very much like one of the stallions, all bravado, no tact."

"That's a perfect Nightmare Night costume!"

Rarity stopped and stared at Fluttershy and Dash. "Oh no, nope. Not doing it."

"Come on, Rarity, I bet you'd love to see what Shy and I look like as stallions. Think of the possibilities." Dash slid up to the unicorn and put a hoof around her shoulders.

"I am, and it's not particularly a good idea. Twilight said not to make you two stallions. What with all the magic-"

Dash waved a hoof at the unicorn. "Twilight breaks all her own rules anyway. Plus Shy totally wants to be a stallion, right?"

Fluttershy blinked. "I never said that. I mean sure, it might be fun, but if I had to choose what I truly wanted to be, I'd be a tree. I mean the sheer peace of sitting in a forest surrounded by all my animal friends and having them be happy while I give them shade and oxygen. . ." Shy smiled at the thought.

Dash shook her head. "Well whatever, that's almost a stallion. I mean wood and morning wood is similar enough, I guess. So why do you say? Yes, or yes?"

Rarity sighed. "No. Plus Shy doesn't even want to be a stallion, no matter how odd your dream is to be a tree, sorry Fluttershy, but that isn't the sheer ideal of a stallion- the broad chest, the hooves that are the size of dinner plates, and muscles all well defined. No." Rarity shook her head.

"Come on."

"Nope."

"I'll totally be a model for the. . .next seven odd ideas you have. Cart before the horse, no worries."

Rarity wavered. "That would be carte blanche."

Dash rolled her eyes. "That's totally what I said. But okay, ten."

Rarity tried to look at Shy who just shrugged when she locked eyes with the polychromatic mare. "Seriously?"

Fluttershy put down the issue of Mare's World and stretched her wings as she got up. "Dash has been persistent all day to try out Twilight's spell. It really isn't my idea, especially with us being in different bodies, but without me she would have busted in here at five am just to see what it would be like."

Rarity looked up at the sky and silently prayed for some higher power to wake her up from this nightmare. She breathed out and set her jaw in a fake smile as she tried to think of how she got into this predicament. "Fine. Fine. But if something goes horribly wrong and I, um, fuse you into some horrible beast or something, don't come crying to me."

"Gosh, Rarity, it's only a spell."

Rarity rubbed her forehead, feeling a massive headache coming on as she tried not to slam her head into her workstation. "It's a Twilight made spell. While I may have become. . .used to using the spell, per se, it's still a weird feeling having a penis blossom between your legs and have thoughts and feelings intrude upon your dainty thoughts."

"Says the pony who knocked up Applejack." Rainbow giggled. "Also blossom isn't the first word I'd use for a dick."

Rarity shot the yellow pegasus a look, and sighed as she saw Fluttershy's features have Rainbow's jovial jesting and overall painful teasing, and groaned. "Yes, well, I have accepted my part in that. Also the uncouth teasing is just adding on further modeling options for you. Do you like neon pink or chartreuse?" Rarity shot a brief look to the stairs as she thought of Applejack sleeping easily in her upstairs bed and the unicorn briefly wanted to be there instead of having Rainbow push her into whatever prank or mischief she wanted.

Rainbow huffed. "Whatever just give me and the Shy the goods so we can finally get it over with. You know a one time thing."

Rarity briefly smiled. "Knowing you, you'll be taking that promise back once you become a stallion. But okay. Whatever to get you out of my shop any quicker- though I will have to change your costumes to highlight or hinder your maleness. I may sometimes play with the idea of sex- I don't run a brothel." Rarity rolled her eyes and quickly ran through the preparations in her head, pulling mana towards herself and out towards the pair of pegasi. It now was far easier to pull off due to constant gender switching, but she still ran the slower version of the spell just in case something would go wrong. She kept her eyes shut as she cast the spell in case Dash was going to turn into a goo monster or have two heads or something.

Two male voices screamed as Rarity opened her eyes. A deep bass voice from her left, almost definitely Rainbow due to Rarity remembering the Flutterguy incident, the rich voice almost melodic in its yell. And a middle tenor voice, almost fully masculine, yelled back.

Rarity stared up at Dash. She blanched in fear as she realized that the large pegasus was far more intimidating than she would have realized. An eight and a half foot horse stared down at her, muscles fully defined like the most wonderful bodybuilding model, and a, well, a pillar of masculine virility that equaled Twilight's own in some aspects, the length at 3 and a half feet, and surpassed in others- balls the size of grapefruits, made the now tiny unicorn tremble in places she really didn't want to think about at the moment. She ran her head up and felt her neck oddly bend to even get a glimpse of Rainbow's face, the idea of a pony being near or equal or possibly even taller than Celestia was odd and painful to look at. Rarity's cheeks bloomed red at the possibilities for modeling, the face staring back in abject horror being Fluttershy, but male- and with how Fluttershy was the epitome of a model, demure, svelte, and ever so helpful with her suggestions, thoughts ran roughshod over her.

She looked away and gulped as she saw what Dash would be. Well what Dash was with Fluttershy currently hyperventilating over the situation, her muscles trembling as the perfect athlete stared in horror, trim muscles flexing, the legs on her dancing in a quick step of nerves, and the two foot dick swinging ever so gently near a respectable apple sized sack.

"Can somepony pinch me?" Rarity giggled and goggled as she was surrounded by male perfection.

"Rarity, what the fuck is this?" Dash bellowed at the small mare, carefully trying to keep his voice down as the shock was hitting him. "Why am I a literal horse? Shy's a pegasus for fucks sake, not Celestia damned huge, like I like dicks but this is ridiculous. What am I supposed to do with this? Commit murder?"

"Rarity" Fluttershy's voice cracked, going up and down octaves as she tried to find a comfortable range for her voice. "Uh, something went wrong. Totally wrong."

"I mean I had warned you, but did you listen?" Rarity stopped. "Well okay, did Rainbow listen? No. And honestly I might just have to sit down. Is it just me or is it getting a tad hot in here."

"Not the time, Rare, it's like totally, uh, impetuous, imperial, whatever, that you turn us back now. I can't just walk around like this. It feels too open and drafty and I feel like I'd poke someone's eye out with this thing." Rainbow carefully tried to walk around in the room, casually bumping into walls and furniture as the new vantage point and increased size and weight threw him off. "Like something has to be wrong cause while Shy's a mare mountain, no offense Shy since I do kind of. . .like that from you. . .but like Twilight's spell went wrong. She's a pony, not a horse. And like I'm now a tall horse. Something's off."

Rarity put her face in her hooves and sat down on the floor, awkwardly trying to get away from any situations that might get her in a compromising situation. "So ask Twilight. I mean I didn't make the spell. She did."

"Oh yeah, walk up to the one pony I'm kind of pissed at for the moment and say 'sorry, I guess I was wrong about wanting a dick, please change us back.' She'll be so happy changing us back."

"Dash." Fluttershy put his blue hoof on Dash's barrel, since the height difference was a matter of feet instead of a head or two. "It's far easier to have her, er, him, do it. Plus Rarity looks exhausted."

Rarity smiled. "Oh you have no idea."

Fluttershy nodded. "Well while, uh, this has been a. . .very odd experience, I guess we can get this figured out. Plus I doubt Dash could fit into any new costumes you could make. You know, due to the two feet of height."

Rarity just nodded.

"We aren't done here." Dash sputtered out his response carefully eying the smaller stallion. Odd, he looked familiar somehow. Then it hit him. "Celestia fucking damn it."

"Dash you okay? Sure you didn't. . .break anything or hit your head or something." Fluttershy carefully flitted around Dash carefully staring at a body he was vaguely familiar with, pulling up the hooves with some difficulty, averting his eyes with a faint blush as he looked underneath.

Dash shook his head, long pink mane swishing around his face as he grumbled. "No, I just haven't thought of. . .my dad in years. And the stupid spell makes me look enough like him,"

Rarity sighed. "Great now Twilight has to teach you how genetics works. That would be a right mess and I would pay two legs to see that."

Dash just closed his eyes and breathed out for a moment. "Yeah. Shy, let's go get this over with. Cause I'm not staying like this all day. I'm already getting a bit of vertigo from this. And I don't know how that's possible since I thought pegasi couldn't get that." Dash stomped out, not looking back, his shoulders straight.

"Uhm, well thanks again, Rarity. I do always love spending time with you. Say hi to Sweetie for me, if I don't see her due to, you know, this."

Rarity waved a hoof. "Nothing too major, darling, but I'd rather not do this again. I have things I can't get out of my brain and things I never would have expected to see." Rarity shivered for a moment, thinking back on what her friends looked as stallions. "But honestly, are you sure you aren't somehow related to Saddle Arabian horses, because our rather angry friend looks exactly like one. Though I've never seen one with wings before."

Fluttershy shrugged. "How should I know."

***

Diamond Tiara shivered as she walked into this unused section of the Acres. She almost wanted to laugh- the idea that mere days ago she would ever wish to hide out here was absurd. But so was her mother. She shivered at the thought of her mother finding her right now. She lay against a dusty couch and winced as she touched the black mass of her leg.

"Roxy thought she smelled a pony."

Diamond recoiled back as a huge dog ambled out of the floor, her brown spotted coat dusty with dirt and grime.

The dog sniffed the air again. "You smell of death. Odd smell." The dog leaned down and gingerly put Diamond's leg in her paws. "Roxy has seen things like this before. This extent? Rarely. But the black rot? That's death for most." The dog looked sad for a moment.

Diamond Tiara tried to wriggle out of the claws of the Diamond Dog. She had heard enough from her mother on the barbarous nature of the things and didn't want to test exactly what was true or false firsthoof. "I am sorry for coming here. I was trying to find help for this."

The dog sat down next to Diamond, the couch creaking as the weight of the dog met the cushions. "Help would be lose the leg or else die. Though the winged one might help. Winged ones seem to know lot of magic. But dog way of doing things pray to the pack and cut off limb."

Diamond gulped in air at that thought. "I definitely don't want that to happen."

Roxie stretched back and picked up a bit of wood, carefully scraping bits and pieces off. "Roxie says that a lot. Things happen as they must. Though you may stay here and talk about things while I work. If you start fever, Roxie send you to winged ones."

Diamond nodded. She hadn't slept at all for what felt like days and even a moment of rest would feel nice.

---

Spoiled Rich sighed as she stared out at the rows and rows of houses that might hold her daughter. And while she had time to kill, she would rather want to do anything else than walking up and down Ponyville needing, yes, needing to ask where her daughter was. She sighed thinking of all the nice things she could do once she would deal with this issue. Laying around, being sad for reasons, things normal ponies did. But what she wanted was just to get a modicum of peace- not having to make sure her daughter did her best at school, not celebrate her parties with ungrateful little brats, not have to split Filthy's attention between the both of them. The sheer idea of possibly becoming close again to him made her quicken her step.

She didn't see where she was going and knocked into one of the dumb classmates of Diamond's.

"Sorry mith. . .Thpoiled. . .uh, Diamond'th mom."

Oh yes, the absolutely worst one. The one who's stupid parents didn't get her lisp fixed. Either a cute fascination with muddled vowels and consonants or their poor selves couldn't dare try to find a way to fix this cross eyed mess of a foal. Whatever it was, Spoiled breathed in, thought of her impending future, and tried to act sweet to a pony who didn't deserve it. Most didn't. Cause they weren't good earth ponies. Maybe this one had a bad family tree. Why else would she not enunciate her words correctly? Though possibly she was related to those inbred Apples. They couldn't string a sentence together if their lives depended on it.

"Oh if it isn't. . ." Spoiled tried to come up with a name. As the best and leading member of the Ponyville Parents Association, she tried to think of some name. "Uhm, Twit?"

The little pony shook her head. "Twist."

Spoiled waved a hoof. "Oh you know me, forgetting names. Twist. I guess I was distracted."

Twist nodded. "From trying to find Diamond?"

Spoiled Rich quietly cheered and put this pony slightly higher on her intelligence list. From a negative one to a zero. "Why yes, I mean we have been trying to play a. . .game. A game for bonding. Don't ask me why, but Diamond just wanted to try some fun things this Nightmare Night."

"I do hath to say that cothume of herth is pretty cool."

"She did take a lot of time putting it together. Now, I am most sorry, but where exactly did you see her go off to?"

Twist carefully pointed at the stupid farm on the hill. The farm that Filthy should have bought. The farm the worst family in the entire town lived. Sweet Apple Acres. Spoiled screamed on the inside. Of course, she would have never looked there, what with her daughter being smart and teaching those three little bitches what was what.

"Thank you, I know Diamond will just be so pleased to see me."

Next Chapter: Rain In Soho: Wild Horses Estimated time remaining: 4 Hours, 8 Minutes
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Wearing The Inside Out

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