Yesterday had been a relatively quiet day at the library, filled mostly with reminiscing about Applejack and their adventures. While this alleviated some of the depression Twilight and Spike were both feeling over the loss of another friend, it didn't get rid of it by any means.

Twilight stubbornly laid in bed and ignored the sun when it came up that morning. She simply wasn't in the mood to leave the only thing that gave her any kind of real comfort in days. When she finally couldn't keep her eyes closed any longer, she rolled over and looked at the clock before dragging herself out of bed. 11:46. She had never slept in so late in her life. Still groggy, she walked over to Spike's basket and tapped its side until he stirred.

The dragon yawned and rubbed his eyes. He saw how late it was and jumped out of his basket. "Twilight! I-I'm sorry it's so late! I'll get- "

Twilight cut him off. "It's OK, Spike. I just got up myself," she sighed. She knew she still had errands to run and a library to run. She wanted to kick herself for not following her schedule more strictly, even with the extenuating circumstances. "I'm going to go shower. We can start on lunch after you've had one too."

After going through their morning wake-up routines, despite it being early afternoon, both of them still looked miserable. Their mane and spines were a mess, their eyes were heavy and bloodshot, and it didn't help Twilight that she slept on her neck wrong.

Spike and Twilight had just finished up lunch. The dragon gathered up the plates and cooking utensils to bring to the sink while Twilight looked through the fridge and cabinets, mentally putting a shopping list together that she would inevitably write down on a piece of paper anyway.

"I know I usually ask you to do the shopping while I stay here and do research, Spike, but I'd like to go today. I just.. I really don't want to be inside today. I love the library and all," Twilight explained, "but I wouldn't mind getting out and just.. talking with some ponies. With everything that's been happening recently, I don't think my books are going to be good company."

"Uh, sure, Twilight. That's cool." Spike had never known his parental figure to ever to spurn the idea of popping open a book before. He knew that she was hurting, but it had to be more serious than she was letting on. It made sense to him though. Princess Celestia had wanted Twilight to come to Ponyville to make friends. Now, another one was gone.

The unicorn had been trying and failing to think of a way to logically deal with such loss ever since Pinkie died. She had always wanted order and control over any situation if she could get it. Now, it felt like any control she may have had was being pulled out from under her without her being able to do anything about it. Even though she had always known that life can be random or unforgiving sometimes, for the first time, the idea was starting to scare her.

"I'd still like to go with you. I was kinda hoping to go see if Rarity was doing OK."

"Spike, I really hope you're not intent on going over to sweet talk her. Not after everything she's been through lately," Twilight said with disappointment.

The dragon looked insulted, "Come on, Twilight, I can be dense sometimes, but cut me a little slack. I know she can't be feeling good and maybe she could use a shoulder to cry on or somepony to talk to, y'know?"

She regretted her presumptions and smiled warmly. "Well, that's a very mature thing for you to do, Spike. I'm proud of you."

He blushed slightly at the compliment, but his smile quickly faded. The idea of Rarity upset for any reason, even if everything had been normal recently, broke his heart, and he wasn't about to let the object of his affection be alone in her misery. Even if he couldn't fix everything all at once, he hoped that just reminding her that she's loved and cared for would ease the pain, if only a little.

Twilight jotted down her shopping list while Spike grabbed her saddlebags. She fastened them onto her waist and they headed to the market.

They didn't say that much to the ponyfolk they ran into while they did their shopping. The tower was approaching 2 o'clock, and while the presence of some foals running around and playing in Town Square would have probably brought a chuckle, Spike and Twilight didn't feel much like laughing. Spike put his claw on the unicorn's shoulder.

"Hey Twilight, would it be OK if I went over to see Rarity now? She does live right over there, after all," he thumbed in the direction of her shop.

"Sure. I'll meet up with you over there after I'm done."

He gave her a hug and walked off. Twilight smiled as he left, wondering if Rarity knew how lucky she was for somepony, dragon, whatever, to be so devoted to her. Twilight herself never had any special relationship with anypony. She had always been more interested in academics than finding a date. After seeing how happy Spike could make her friend, she sometimes wondered what it'd be like to be admired like that.

She turned back to her grocery list after Spike had disappeared from sight and continued her errands. Only a hoofful of things to go and she'd be all set.

Spike arrived at the door of Carousel Boutique and took a deep breath. The thought of seeing her beautiful face and delicate features started to make him grin like a schoolboy before he remembered that he wasn't here to act like a lovestruck puppy. Not today. It was possible she was still upset over Pinkie, but now that Applejack was gone too, she needed a friend. Remembering how Rarity was during and after Pinkie's funeral sunk his spirits a bit, but he told himself he needed to be strong for her.

He knocked quietly at the door and waited. She didn't come. He didn't even hear anything going on inside. He knocked again, and still there was nothing. He knew that most homes in Ponyville weren't locked, even at night, and tested the door knob. It turned without issue and he peeked inside, the bell over his head ringing as it made contact with the door.

"Rarity? You home?" No response. Maybe she was out, he thought.

He let himself in and checked around. Nothing seemed out of order. The lobby was as immaculate as it typically was, none of the dresses were anywhere but their hangers, the kitchen looked unused. He arrived at the stairs and figured he'd check her room. Maybe there would be an indicator of where she may be.

"Rarity? You up here?"

He froze in horror when he reached her room. His stomach turned itself inside out and it felt as if someone had reached directly into his chest and physically crushed his heart. She was sprawled out on the floor, a ponyquinn stand sticking out her back, the dummy itself laying on the floor beside her. Pieces of her back and legs were hanging off her body, and she was laying in a pool of dried blood.

He wanted to scream but nothing came. He walked to her body and fell to his knees, tears flowing down his cheeks and neck. He caressed her face, hoping to convince them both that everything was going to be OK, that this couldn't be real. He never even told her how he felt, not directly at least. He suspected she was aware when she saved him the embarrassment of admitting to having a crush on her when they were falling to their deaths so long ago, thanks to him and his greed. Even if she did know, he wanted to just say it to her so many times, without fear or interruptions getting in the way. Now he never could.

He leaned forward and kissed her on the forehead.

Spike sat hunched over in front of his lost love, holding Rarity's head and lovingly stroking her cheek. He didn't even know how much time had passed when he heard the bell downstairs go off, and he didn't care.

"Spike? You in here?" Twilight called out. He didn't acknowledge her.

The lavender unicorn searched the downstairs area for her assistant. She decided to check upstairs when she didn't find him anywhere. His small purple form came into view as she reached the top.

"Hey Spike, what's.. ?" Twilight stopped herself short when she saw her friend. She covered her mouth and sobbed heavily, her eyes raining at the sight. "Celestia, no..."

She saw how devastated Spike was. Although she wasn't aware, he hadn't moved since he sat down in front of her. She walked up to him and put a hoof on his shoulders. He looked up with quivering lips and leapt into her chest, letting all his sorrow out. She fell hard on her rump and hugged him tightly. "Oh Spike, I'm so sorry," she sobbed into his ear.

The door to the Boutique opened and rang the bell a short while later. "Rarity!"

Twilight and Spike hadn't left each others embrace until the familiar, squeaky voice grabbed their attention.

"Sweetie Belle.. " Spike said.

"We can't let her see Rarity like this!" Twilight wiped her eyes and ran downstairs, running into the little white filly in the lobby.

"Oh, hey Twilight, what's up? Is Rarity here?"

The mare froze. She wasn't sure how to answer Sweetie Belle's question. She darted her bloodshot eyes around, trying desperately to think of something to say. She opened her mouth but no words escaped. Succumbing to guilt for attempting to lie to the filly, Twilight looked away miserably and nodded.

The little one saw the gloom on Twilight's face and started to worry. "What is it?" Sweetie Belle asked. She looked at the staircase Twilight had just come barreling down a moment ago. "Why do you look so upset? What's going on?"

"Sweetie Belle, I.. " Twilight tried to say something, anything, that could prepare the frightened child for what she wanted to tell her. The mare could only hang her head.

She didn't wait for an answer and ran past Twilight and up the stairs. "No, wait!" The filly screamed. The lavender unicorn dashed upstairs and found Spike struggling to hold Sweetie Belle back as she reached for her sister, sobbing and shrieking. Twilight grabbed onto Sweetie Belle magically and pulled her closely to her chest. Spike stepped up and laid his hand around her shoulders.

"How many outfits were you interested in, my dear?" Fancypants asked his wife.

"Oh, a full ensemble would be to die for, but I don't want to overwork her. Three or four gowns will be alright for now, sweetie," Fleur de Lis said.

The charming Canterlot couple approached Carousel Boutique. They had remembered meeting Rarity and her friends when they celebrated her friend Twilight's birthday at the Canterlot Garden Party, as well as at the rather eventful Royal Wedding. They learned where Rarity did her work after some asking around and took a holiday to speak to her about putting together some things for their wardrobe.

They stepped inside and took a look around. "How quaint. Very nice little place she has here," Fancypants commented.

Fleur perked her ears up, "Darling, do you hear something?" They went silent and noted a faint sound that seemed to be coming from upstairs. They approached the staircase, remaining quiet.

"It sounds like somepony crying. Somepony rather young," Fancypants observed. He took the lead and escorted his wife to the upper level where he found Twilight, Spike and Sweetie Belle huddled together. The two youths were pouring their hearts out onto the mare's chest. Twilight noticed the pair briefly and hung her head back down. Fancypants and Fleur spotted the fashionista's body behind them and gasped.

"Rarity?" He turned to his wife, "Stay here, I'll go for help."