The Paradise was… not what Twilight was expecting.

Thatched roof huts falling apart as wood rotted and splintered, dead trees and brown grass growing from dusty roads of sand and dry dirt, and in the distance a massive theater that at one time must have been impressive, but to Twilight’s eyes it fit right into this portrait of misery and squalor.

“You surprised?” Applejack said as she stood next to Twilight, who stood motionless at the entrance to Paradise.

“I can’t say that this is what I was expecting,” Twilight said. “How exactly is this a ‘paradise’?”

“Well, it’s still under construction, you see,” Rarity chimed in, daintily walking past Twilight and Applejack and holding her arms out to direct attention to the Paradise as if it were something to be proud of. “I’ve only been here a scant few months, and honestly you should have seen the place before I arrived.”

“It was better and nicer before you got here!” Applejack snapped, the werewolf gnashing her fangs. “There wasn’t this big dumbass wall keepin’ everyone out! It was meant to be a place for all of us to thrive, not just you!”

“And look how easily it fell,” Rarity sighed and shook her head disapprovingly. “Clearly, there was something terribly wrong with how you were running things, but now that I’m in charge we haven’t had any such problems. Fancy that.”

“Huh, yeah, funny how you haven’t attacked a place that yer runnin’!” Applejack snarled, and Rarity just rolled her eyes.

“Well no one else has attacked it either,” Rarity said with a self-satisfied smile, “so I must be doing something right.”

Applejack slapped a hand over her face and dug her claws into her brow. It didn’t take a genius to tell that these two had an ugly history together, and quite frankly Twilight would prefer to stay out of it.

Though something about Applejack’s words did strike a chord with Twilight; the Paradise was supposed to be for everyone? What was she talking about? Twilight would need to investigate that further, but she could already tell she wouldn’t be getting anywhere with either Applejack or Rarity while the two were together.

“Hey, you nerds wanna have your domestic spat some other time?” Sunset barked, clapping her hands sarcastically. “Cuz we should get a move on.”

“Yeah, that’s true,” Twilight looked up at the sky and shuddered. “I don’t know when the lights are going out, but I’d prefer to be at our destination by that point already.”

“Oh Twilight, you poor sweet thing,” Rarity cooed, hand over her heart before she sidled up next to Twilight and locked arms with her. “I forgot your pony eyes aren’t equipped to handle the darkness. But you don’t have to worry about that, because even through the darkness my light of generosity shines over my subjects.”

“That’s her way of sayin’ the houses light up when the lights turn off,” Applejack grumbled.

“Yes, but my way is much more theatrical,” Rarity said flatly.

“Well now I kinda wanna see it…” Twilight muttered to herself.

“Maybe after we reach our destination, huh?” Sunset griped, and honestly she was right to. Twilight really couldn’t afford to let herself get distracted like that.

“Yes, yes, of course,” Rarity nodded and headed toward the front of the group. “Let’s be on our way, everyone!”

The four women walked fairly distantly from each other, just close enough that they didn’t lose sight of each other as Rarity led them through the roads of the Paradise toward the theater. The Paradise was built on a hill, so every step they took they went further and further up. Twilight hung near the back, but not quite as far as Applejack, while Sunset tried to keep a roughly equal distance between Rarity and Twilight.

The first thing Twilight took note of as she walked through the Paradise was that it was conspicuously free of monsters. Odd, considering how apparently everyone on the outside wanted to get in.

“Why isn’t there anyone here?” Twilight asked aloud, curious to see who would answer her first.

“There simply aren’t enough resources for everyone,” Rarity said solemnly. “It’s my job as the leader of the Circle to decide who gets what, and the sad fact of the matter is that there are few who deserve what the Paradise offers. Few who work hard enough to earn their place here.”

“Is that right?” Sunset rolled her eyes, and Twilight was more or less on the same page, but she was going to take a slightly more polite approach.

“Sunset told me that there’s magic permeating the land itself,” Twilight said. “I can feel it, this place is dense with magic, at least compared to the wasteland outside. It doesn’t seem like the constant battling over resources would be necessary if everyone had access to this place.”

“Try telling that to Applejack,” Rarity stopped and turned around to look at Twilight, her icy glare freezing Twilight in her tracks. “Try asking her what happens when you try to give everyone a piece of the pie, as it were.”

“Applejack?” Twilight looked at the werewolf expectantly, and she just sighed.

“Much as I hate to admit it,” Applejack groaned, “Rarity ain’t wrong this time. For all the guff I give her about ruinin’ this place, it wasn’t a threat from outside that did us in.”

“Hmm, I see…” Twilight became lost in thought for a moment, before being yanked aside by Sunset distracted her. Sunset pulled her into the shadow of one of the shoddy buildings while Rarity and Applejack waited for them a ways off at the top of a nearby incline.

“Twilight,” Sunset said patiently, “I need you to understand something. You cannot trust these women. You can’t trust anyone in the Underworld, quite frankly. Unless you wanna die, that is.”

“Oh?” Twilight crossed her arms and arched a teasing eyebrow. “Does that mean I can’t trust you?”

“Haha,” Sunset said flatly. “Don’t get smart with me.”

“Relax, Sunset,” Twilight put her hand on Sunset’s shoulder and smiled softly. “If anything happens, I’m relying on you to protect me. You said you would, right? And that you’re a mare of your word?”

“I did say those things, yes,” Sunset admitted through gritted teeth.

“Great!” Twilight beamed. “Then I have nothing to worry about.”

Twilight patted Sunset on the shoulder before taking off to catch up to Rarity and Applejack, Sunset dragging herself behind Twilight and grumbling.

“I swear you’re gonna be the death of me,” Sunset sighed, “Twilight Sparkle.”

Next Chapter: 39. Spitting Distance Estimated time remaining: 2 Hours, 54 Minutes