For all the talk she'd heard from Rarity over the years about how a good cry could make a pony feel better, Applejack hadn't ever found that to be the case. Sticky and sweaty and exhausted it'd just left her ev'ry time afore this.

And lying in Fluttershy's embrace after her wracking sobs had run their course, sure, she was all sticky and sweaty and exhausted. But something odd and peaceful floated in her middle, too, like she'd cracked loose a rotten chunk inside there and squeezed it out through her eyes.

"Better?" she heard Fluttershy ask.

Sniffling, she nodded. "Reckon we'll both need a little washroom time." She shifted herself, settling back so she could look at Fluttershy's gentle smile. "Thank you."

Fluttershy's smile wavered. "Please don't. If it weren't for me blurting out that terrible thing,—"

Applejack reached up and touched a hoof to her marefriend's beautiful lips. "It's been kicking around my head all week, honeycomb. Soon as you said we was going to Manehattan, I been doing everything I could to keep myself from thinking about it, but..." She sighed, remembered the way she'd snapped at Mac when he'd asked if they was gonna see any of the sights in the big city. "I never been any good at lying, 'specially to myself. You forced me into seeing it, and I'm gonna thank you for that whether you wants me to or not."

They lay together a while longer, but not even Fluttershy's wonderful warmth could stop Applejack from wanting to get the gooey feeling off her face. The compartment's washroom weren't more'n a broom closet with running water, so they had to get cleaned up one at a time, but even when Fluttershy insisted Applejack go first, she didn't mind. 'Specially since sitting by the window listening to Fluttershy splash in their little shower gave her a chance to think.

Not that she much liked what she was thinking, but she wasn't about to sugarcoat it no more. All week, she'd been feeling so virtuous, so in control and so smart when in actual point of fact, she'd been acting as low and useless as the rotten bottom rung of a water-logged step ladder.

Even worse? She'd been telling herself over and over that she was doing it to help her lover and best friend! Made her wanna kick her own teeth in now that she saw how all she'd really been doing was trying to show off how much better her life was than Fluttershy's.

Well, no more. She had parent problems enough of her own, and tearing them scabs off had to be first order of business. Or second order: getting Twilight's samples from Fluttershy's folks was number one. She gave a sharp nod, picked up her hat, and smooshed it into place, more than a little amazed that she didn't feel embarrassed about admitting how much of a heel she'd been and then crying her eyes out like that.

It was just...being with Fluttershy made it OK. Having that sweet, gorgeous pegasus in her life made ev'rything OK.

Not long after that, Fluttershy was stepping outta the washroom, her pink mane still a mite damp, and Applejack was getting rumbly 'bout the middle for some lunch. So they headed to the dining car with their tickets for a pretty fair dandelion sandwich with hay fries and a slice of rhubarb pie.

Remembering train trips from her younger days, Applejack asked the waiter if'n they had an observation car, and he told 'em it was two carriages up. So she led Fluttershy through the rattling hallways to a little staircase, then got to see the delight blossom across her face as they came up under the big glass dome, comfy couches with little tables lined up along the sides.

Nopony else was in the place, so AJ spent a while just basking in Fluttershy's enjoyment, the way she flew around practically pressing her snout against various parts of the panoramic window, forests on either side of them and Canterlot Mountain getting steadily larger ahead. But Applejack couldn't forget that they weren't no closer to getting a plan together, and figuring she should take the first step, she girded herself for the next time Fluttershy came flitting down to settle on the couch they'd claimed for themselves. "Since we're sharing about our folks, reckon I oughtta tell you about mine."

Fluttershy's eyes went wide, and they pretty near stayed that way the whole time Applejack was talking, a story she'd never told afore from beginning to end, she realized: how Orange Marmalade, a high society filly, caught the wrong train and ended up on the platform at Ponyville Station 'stead of in Canterlot; how the young owner of Sweet Apple Acres, a stallion name of Red Gravenstein, had come to meet the train and pick up his seed order; how the two had locked eyes and decided they were seeing their deepest desires walking around on four hoofs.

The way Applejack pieced it together later from Granny Smith and a few of the older folks in town, things had started getting rocky even afore Big Macintosh'd been born less'n a year after their sudden wedding. Applejack could remember herself how on some mornings, not a single word got spoken between her ma and pa. But there was good times, too, plenty of 'em, 'specially 'round the time before Apple Bloom was born. "It wasn't till afterwards I first heard the word 'divorce.'"

"Oh, dear," Fluttershy muttered. She'd put her hoofs around Applejack's early in the story and had never taken them away, something Applejack found almost unbearably wonderful.

Applejack tried her best to shrug, but she knew she weren't fooling anypony. "Mama and Poppa sat us down and 'splained how Mama loved us all very much but that she had to go back and live with her folks in Manehattan again. They had a whole schedule worked out for us to shuttle back and forth, but then..."

The memory still dug at her like splinters. "A few weeks after Mama moved out, Poppa got a letter. He came late to supper that night, and Granny didn't even make her grouchy face at him. And when supper was done, he said...said that Mama'd taken sick and that we weren't gonna be spending time with her in Manehattan like they'd planned. He...he got real quiet then, and that was when he said him and Mama hadn't never really loved each other and how the only good thing to come outta their time together was us three kids. We was the real Apples, he said, not her and not him, and he said...he said we oughtta just forget about the both of 'em. Granny tried to hush him up, but next morning...next morning, he was gone."

She tried to skim over the details after that, but Fluttershy's quiet questions made her go over the whole thing: the letter Granny'd found that signed Sweet Apple Acres over to the three children; the quarrels and the fights and the screaming AJ got into at school that'd left Rarity pretty much her only friend; the detective Filthy Rich'd hired who tracked Poppa to the harbor town of San Pinto just south of Los Pegasus and the cargo ship Heron's Laugh.

By the time she got to that part of the story, the train had entered the tunnels below Canterlot, was rumbling through the darkness toward the switchplates that would send them out the other side of the mountain instead of up the winding tracks to the city itself. The conductor came by and used his horn to start a couple little lamps glowing, their light reflecting off the observation dome and making Fluttershy's pale yellow hide look even paler. "And your father just...just sailed away?"

Applejack forced a nod. "Mac's had a subscription to the Los Pegasus Herald all these years just so we can keep track of the Heron's Laugh in the shipping news. She's due into Vanhoover this week, matter of fact, and far as we know, Poppa's still aboard." Her throat tightened, and she couldn't help thinking she was lucky she'd gotten all her crying done earlier. "Mac went to San Pinto once to meet the ship and see him, and Poppa told him he weren't ever gonna spend another night on land long as he lived."

The light of evening swooshed over them, the train rumbling from the tunnel out into the flatlands past Canterlot, the sun going down behind long streamers of clouds, pink and fiery against the deep blue sky. "That's..." Fluttershy's voice was so quiet, Applejack had to look to see if she was actually speaking. "My dad left and never came back, too. Then Mom stopped talking to me, and Burr got so sour, I couldn't...he wouldn't..." Her eyes shimmered in the lamp light. "I love you, Applejack. More than I'll ever be able to say."

"'Cause we found each other." Applejack moved her hoofs to surround Fluttershy's, raised them to her lips, and kissed them. "When no other pony even knew we was lost."

A moment, and the deep, musky scent of Fluttershy's arousal drifted over her. Standing, they hurried back to the compartment, Applejack running the spell in her head to keep her lacinia closed, and when she opened the door, she almost cheered to see that the porter had been by to let the beds down from the walls. She turned at the sound of the latch clicking closed, wrapped her forelegs around Fluttershy, and kissed her long and deep. "Inside me," she whispered. "Soft and slow and gentle, but please, honeycomb."

The sound of her lacinia crinkling open was the only answer Fluttershy gave. She flew to the bed, the two cushioned wall panels meeting in one lovely little surface, and Applejack bounded up after her, her own lacinia slipping open and making her groan. Standing above Fluttershy, she shook off her hat and let the desire build before sliding into her lover's embrace.

They kissed and stroked each other for long, luscious minutes, and Applejack shuddered with joy at Fluttershy swelling against her. A wiggle of her hips, and AJ clenched her teeth as Fluttershy slid straight in, the combination of sensations absolutely perfect: Fluttershy filling her heart, her mind, her body, and her soul. "Just...like...that," Applejack panted out.

Again, Fluttershy's body replied, her gasps warm against Applejack's neck, her tiny movements deep inside Applejack driving her straight to the edge of bliss and—sweet Mother of Mercy!—somehow letting her hover there. Peppering Fluttershy's ears, mane, forehead and face with kisses, she hung on as long as she could, vibrations building and building and building till AJ was sure her eyes were gonna pop right outta her head.

Then Fluttershy squealed breathlessly, "I've got to move!" She gave one big pull and thrust, and Applejack just plain exploded, her nerves crackling and spilling over like they'd each and ev'ry one been struck with fifteen or twenty lightning bolts of pure pleasure. Fluttershy squealed again—"Oh! Oh! Oh, my!"—and Applejack felt her explode as well, the frantic clasping of her hoofs against Applejack's back sending another wave of orgasms cascading through her.

She rode that wave around and down and down and around, relaxation smoothing over her like a soft blanket on a chilly evening. The sky outside their window showed the last pink afterglow of sunset, and when Fluttershy made a gentle little noise into the crook of her neck, Applejack bent her head down and touched a kiss between her ears.

"How?" Fluttershy asked drowsily. "How can it possibly get better every time?"

Applejack couldn't help chuckling. "Reckon we must be doing something right."

Supper in the dining car seemed perfect, too, though AJ thought it had more to do with the smiling, blushing pegasus across the table than it did with the food. But the menu did offer a nice little cider from her cousin Betty's spread outside Fillydelphia—Applejack made a mental note to ask Bets how she'd managed to pull off a deal with the railroad.

Waking late and lazily the next morning was so delicious, they made love again, and Applejack tried her dangedest to keep her eyes open this time, wanting to see Fluttershy's face when she climaxed. But in the aura of a gathering orgasm, those eyes of Fluttershy's were near to lethally gorgeous: AJ spasmed so hard, she almost passed out from sheer ecstasy. So they dozed a bit more, then finally got up to have lunch and let the porter fix the room. They spent the last hour or so of the trip up in the observation car, AJ finally learning that Fluttershy's mother Carnation had worked in Cloudsdale as a specialist in alterations.

"A what now?" Applejack asked.

Fluttershy explained that rich ponies sometimes needed changes in the fancy clothes they bought. Her mom had worked for several different tailors making hems longer or shorter, loosening or tightening collars, adding or removing buttons and buttonholes, that sorta thing. "Mom isn't like Rarity; she doesn't do her own designs. But working with other ponies' designs, she does the most amazing things."

She also learned that Fluttershy's father was named Bolide, and that he'd worked in most of Cloudsdale's finest restaurants at one time or another as a saucier.

"A what now?" Applejack asked.

Fluttershy explained that fancy restaurants usually had a buncha different cooks in 'em, each specializing in one sorta dish or another. "Dad makes sauces, gravies and soups, and in a really well-run kitchen, that's usually the third or sometimes even the second most important chef. Dad's good at it, too—his name always shows up whenever anypony's listing the top five or ten sauciers in Equestria—but, well, he gets fired a lot."

By then, the conductor was announcing Manehattan Central Station, and they headed down to their compartment to gather up their luggage. "All right," Applejack said, glad she finally had enough info to put a plan together. "We'll set up at Aunt and Uncle Orange's place, then head over to the weather bureau. If'n you're right, your brother'll know where your ma is, and, well, Aunt and Uncle are about as fancy as ponies get: they'll likely know what restaurant your Dad's working in if he's working in one."

When the train pulled into the station, they thanked the conductor and were the first ponies off. Applejack led the way, but with Fluttershy pressed in so close beside her, her eyes wide and staring around the veil of her mane at everything, AJ almost offered to carry her the whole way.

She had to admit, though, that there was a lot to stare at. Ev'ry time Applejack visited, it seemed like Manehattan had grown, buildings of brick and glass towering up around them, carriages rattling ev'rywhere through the streets outside the station, the smell of so many ponies not really bad—dry hay and damp sweat mostly—but pretty close to overwhelming. Still, AJ knew the way from the station to the Oranges' townhouse, and keeping her eyes on the signs, she got 'em there right enough.

"Jackie!" her aunt and uncle exclaimed in unison, jumping up from a red silk sofa after Cloves the butler led AJ and Fluttershy onto the plush white carpet of the sitting room to the left off the foyer.

And just that one word triggered Applejack's memories of the time she'd spent here trying too hard to be the sort of pony her Mama had been. "Aunt! Uncle!" She could already hear the Manehattan accent creeping into her voice. "Thank you both so much for letting us stay."

Aunt Orange whisked a hoof through the air. "It's just so wonderful to see you again, Jackie! And so grand to meet you, Fluttershy! You're lovelier in person than the magazines ever even hinted!"

Fluttershy blushed, of course, and it took Applejack another couple seconds to realize her aunt was talking about Fluttershy's modeling career. "Now I know," Aunt Orange was going on, "that you said we shouldn't make a fuss, Jackie, but we couldn't keep the news of your stay a secret. It'll be a small affair this evening—family only, of course—but your cousins are ever so eager to say hello! And, well, with two of the Elements of Harmony under our roof, we certainly had to—"

She went on and on, Applejack agreeing to ev'rything and never getting too far from Fluttershy. "We've an appointment this afternoon," she told her aunt when she could squeeze the words in. "But once we return, we shall be at your disposal."

At least Fluttershy was smiling. In fact, she looked almost relaxed sitting beside Applejack on one of the silk sofas, and the tension in AJ's shoulders loosened when Fluttershy actually said, "Thank you for your kindness, Mr. and Mrs. Orange."

After double-checking with Uncle that the weather bureau was just about ten blocks further toward the center of the city, Applejack stopped quickly in their room upstairs to grab a bag. She stuffed the kit Twilight had given them into it, then put a hoof to the side of Fluttershy's face. "You ready, honeycomb?"

Nodding, Fluttershy smiled, and she was still smiling when they got out onto the street and started toward downtown. "Well, now!" Applejack said, bumping her shoulder. "Quite a pretty afternoon, isn't it?"

"Your aunt and uncle are very nice." Fluttershy's smile took on a sly, almost unbearably sexy edge. "And I really like what they do to your voice."

Applejack laughed, but with each block they traveled, she noticed, Fluttershy's smile got thinner. At least the weather bureau stood out against the Manehattan skyline, piles of clouds floating around it and open archways on ev'ry story all the way to the big flat roof. AJ held the lobby door open for Fluttershy, and her ears fell at the grimace on her marefriend's face. "All right, now," she said softly. "How mucha this d'you wanna do yourself and how much d'you want me to do?"

"All of it." Fluttershy quivered, her eyes bunching shut. "You, I mean, if you wouldn't mind." Her eyes opened again, Applejack's heart near to breaking to look at them. "Please?"

"All right, honeycomb. Stick close to me, though."

That didn't turn out ot be a problem, actually: Fluttershy hugged AJ's flanks all the way across the lobby to a guard pony at a desk. "Silver Burr?" The guard looked through some pages on his clipboard. "Air quality department. That's on the fifth floor right across from the elevators." He gestured with his snout toward the grand marble staircase at the far wall. "Elevators are around behind the stairs."

"Thank you, sir," Applejack said in her best Manehattan tones, and with Fluttershy right beside her, she found the contraption and told the operator, "Fifth floor, please."

Fluttershy seemed to curl further in on herself with each ping of the elevator's bell, and when the operator announced, "Fifth floor," her horn flaring to open the door, Applejack had to give Fluttershy a little push before she took a shaky step into the tiled hallway, a chilly breeze blowing through the open archways at either end, nothing but blue sky and a few of the city's taller buildings visible through them. AJ didn't much like thinking about the five-story drop that lay out there as well, but with Fluttershy staring at the door across the hall and shivering, Applejack had plenty to focus on other than her own worries.

Air Quality was stenciled on the frosted glass doors, and Fluttershy swallowed so hard, Applejack could hear it. "Maybe he won't be in."

Applejack sighed and gave Fluttershy a nudge toward the doors. "Only one way to find out."

Inside, a small horseshoe-shaped counter marked off a smaller reception area, the rest of the giant open room filled with clouds shaped like chairs and desks and cabinets. Pegasi among the clouds flitted back and forth, up and down, and side to side, all of them talking or writing or sticking pins into a bunch of different maps. One grayish-brown pegasus stallion was drifting past the counter's upper curve; he looked over as Applejack herded Fluttershy in, and AJ couldn't miss the way his eyes lit up, tracing over Fluttershy from the top of her mane to the tip of her tail. Settling to the floors, he just about licked his chops and said, "Well, now! What can I do for you lovely fillies?"

And as much as AJ wanted to paste him a good solid kick across the jaw, she smiled instead and exaggerated her Manehattan accent again. "We're hoping you can direct us to Silver Burr."

The stallion blinked. "Ragweed? Why would you want—?"

The stomp beside her startled Applejack, Fluttershy's expression fierce; she sprang across the reception area to glare the wide-eyed stallion straight in the face. "His name is not Ragweed! It never has been Ragweed! You're being purposefully hurtful when you call him that, and I will not stand by quietly and let you!" Her voice, while not really getting any louder, had been getting more and more intense with each word till she was practically growling. "Do I make myself clear?"

The big stallion nodded so hard, Applejack was surprised his head didn't pop right off, then a nasally sorta whine came from just overhead: "That smell... It can't be!"

Fluttershy's ferocity vanished like it had never been there, and the big stallion scrambled into the air to vanish among the cloud desks. A smaller stallion descended, paperwork filling his saddlebags, his hide a pale beige color, a little pair of glasses perched on the end of his nose, and his cutie mark a trio of pussy willow branches. "Ummm," Fluttershy said, her ears falling. "Hi, Burr."

Applejack stepped forward, offered him a smile and a pure Manehattan accent. "Good afternoon, Mr. Burr. My name is Applejack. Might there be somewhere we can talk?"

Silver Burr didn't look at her, his expression hard and fixed on Fluttershy. "What do you want?" he asked so quiet and nasty, AJ couldn't keep her hackles from rising.

With an effort, she swallowed her anger, tried to keep her voice level and calm. "We're sorry to interrupt your work, Mr. Burr, but your sister's here to—"

"Sister?" He stepped right up to the counter, and even though Applejack could still barely hear him, the sneer on his lips was loud and clear. "'Half-sister' might be more accurate. With your other half being more a brother and all, I mean." His right eye twitched. "Except a real brother or sister would never have abandoned Mother and I!"

It took even more effort for Applejack not to start shouting, but Fluttershy's words, just as quiet as Silver Burr's, somehow cut even sharper than any shout. "You didn't want me there."

Shaking his head, Silver Burr gave the softest snort. "Just like Dad, aren't you? He runs off to another five-star restaurant, and you run off to become a national hero and a famous model palling around with royalty. And what about us? What about your family?"

Indignation almost choked Applejack, and she pushed between Fluttershy and her brother. "You listen to me, you—"

"Do you know?" His deep green gaze flicked over as fast as a rattlesnake, and the dark, poisonous energy in those eyes froze Applejack's tongue: just her luck that the Stare seemed to run in the family. "Whoever you are that she's whined and wheedled into doing her dirty work for her, do you know what she is? Deep down inside, I mean?"

Sucking in a breath, Applejack forced the words out in a low, tight voice that she barely recognized as her own: "I'm her friend and her lover, and I reckon I know more about this beautiful, wonderful mare than you ever have or ever will!"

"Lover? You mean you two—?" His eyes widened, then his sneer came back. "That's disgusting!" he hissed. "Get your deviant selves out of here before I call security!"

Applejack opened her mouth in what she knew would likely be a doomed effort to beg him for fifteen seconds of his time, but somepony shouting "Ragweed!" from higher up in the giant room interrupted her.

Both Fluttershy and Silver Burr winced, and the voice went on: "We need those pollen counts now!"

Fear washed over Silver Burr's thin little face, and all at once, Applejack knew exactly how to handle him. "Yes," she said, speaking a mite louder than they had been so far. "Go ahead and call security. Or better yet, lemme yell for your boss. I'm sure your colleagues'd love to meet a famous supermodel like your sister Fluttershy as well as her marefriend and fellow Element of Harmony. They'd prob'bly have all kindsa questions they'd wanna ask us—and all kindsa questions they'd wanna ask you." She half-closed her eyes. "I'm betting you'd just plain love being the center of attention that way, wouldn't you?"

He was shivering now. "Ragweed!" that voice thundered again, and when Silver Burr's green eyes met hers this time, Applejack thought they looked more seasick than anything else.

"Please," he whimpered. "What'll it take for you to leave?"

Applejack swung Twilight's pack onto the counter and unrolled it. "First, where's your mom at?"

"Mom?" Nastiness crept back into his expression when he turned it Fluttershy. "Whatever you're after, you must really be desperate."

Fluttershy had pulled back behind her mane again, and for all that Applejack thought she could hear her mumbling, AJ figured she needed to deal with Silver Burr right then. "Where?" she asked again, pulling one of the sticks out of the tube.

"She's working mostly for Lace Brocade over on Fifth Avenue these days." He was getting jittery again, glancing back toward the part of the room the shout had come from. "Now, if we're done, I—"

Raising the stick, Applejack got out, "Open your mouth."

"What?" He gaped at her, and Applejack jabbed the stick in, swirled it around inside like Twilight had told her, then pulled it out before he had a chance to react. Biting down, she did her best not to startle when a little purple ball of fire flared up and enclosed the thing's tip.

"By the bright blue above!" that same voice shouted. "Will somepony wake up that good-for-nothing pollen head? Or have the bees carried him off again??"

"Just go!" Silver Burr more coughed than said, and spreading his wings, he leaped into the clouds and disappeared from sight.

Shaking her head, Applejack stuck the activated stick back into the tube, and tucked it into her pack. "C'mon, honeycomb," she said, stepping over to Fluttershy.

Fluttershy didn't move. "I'm sorry," she was muttering. "I'm sorry. I'm sorry. I'm sorry...."