“Rainbow Dash,” Rarity whispered, leaning in close to the cyan mare’s ear. Her soft voice covered by the thudding bass of the song Pinkie was blaring throughout the barn, and everypony was too busy dancing and celebrating to notice the unicorn’s nearness to the pony the party was for. “Sweetie Belle will be sleeping over in the clubhouse tonight.”

Rainbow shuddered as the warm breath carried the words to her, barely audible even from so near that it tickled her hair. Rarity pulled back, out of the close hug she had captured the pegasus within. Her azure eyes sparkled in the low light of sunset filtering in through the barn windows. As she backed away, her head tilted to the side and one eye closed in a coy wink. Her lips tilted up at the corners and her soft white mouth curved into a smile that Rainbow was sure few, if any, of their friends would ever see.

The pegasus dipped her head quickly, cheeks flaming in the low light, grinning back at her. “Yeah.”

Rarity held the blue pony’s gaze for a moment longer, before spinning gracefully in place and walking slowly off, back into the seething mass of ponies dancing to the new, louder song. For a moment, Rainbow’s eyes followed the casual, sensual sway of her white hips, before Rarity squeezed between two stallions drinking ale and singing a very bawdy song and disappeared from view.

After she left, the rest of the party seemed to blur pleasantly into a rush of color and sensation. Vaguely, Rainbow remembered that she had stopped staring after Rarity, and been promptly attacked and dragged out onto the dancefloor by Pinkie. There was another swirling kaleidoscope of color, and she was laughing with Applejack as they watched Spike drink a bottle of hot sauce, then bang on his chest and belch a gout of red-orange flame.

In what seemed like mere moments, the party began to wind down for the evening , as ponies began to troop of to their respective homes. Eventually, only Rainbow Dash, Applejack, Twilight and the others, and their assorted siblings, remained in the barn. The DJ had thrown one last disk on her turntable, winking from behind her purple shades as she told them that it should hold them until the party was officially over. “I’ll pick it all up in the morning.” Then the unicorn had taken a grey mare by the hoof and the two had left together.

At the far side of the barn, Scootaloo, Applebloom and Sweetie Belle were all curled together on a pile of hay, drowsing contentedly. Big Macintosh was moving about quietly, tidying up the detritus left in the wake of what seemed like half of Ponyville showing up to the party with Pinkie’s neon pink invitation letters. He was sweeping away at the small messes left here and there, the inevitable detritus of any party, and corralling them all into one neat pile off to the side.

Helping the stallion work was Braeburn, who had shown up uninvited, but was welcomed immediately once he dropped his saddlepacks in the house nearby. The Appaloosan stallion had arrived by train that morning to visit his cousins, only to find that a party was already happily underway. Now though, he was content to help Big Mac with the simple chore, giving the red stallion several long, meaningful glances.

Of what was left of the group, Pinkie Pie was the only pony still dancing, limbs flailing about her as she jammed out to the song. The others were looking about in chagrin, having already accepted Big Mac’s offer to clean everything up.

Spike was laid out on Twilight’s back, with the occasional loud snore breaking his peaceful repose, and the purple unicorn was blinking her own exhaustion from her eyes. Fluttershy was over in the corner with the three fillies, where the butter yellow mare gently lay beside them. Her warm body caused the small trifecta to shift slightly, and the pegasus snuggled into the ensuing gap between their small bodies. With a small smile, Fluttershy flipped the blanket she held in her mouth expertly, letting it fall softly around all four of them, each filly cuddled up next to her motherly warmth.

Her aquamarine eyes flickered about the room, resting on Applejack’s emerald ones. Fluttershy nodded her head, smiling at the farmer, before spreading her wings beneath the blanket, and draping those too around the three fillies. Her head fell, until it rested on the hay just like the smaller noggins, and Fluttershy set about to sleep peacefully. When the fillies woke up, they’d be encompassed by the pegasus’ warmth, and hopefully wouldn’t panic at waking in an otherwise empty barn.

Applejack’s mouth opened wide in a yawn, her green eyes forced shut as her jaw stretched. Smacking her lips and blinking a few times, AJ looked around her at the proceedings. Satisfied, she smiled at Rainbow Dash, tipping her Stetson with an orange hoof, and ambled out of the barn, with a tired Twilight following her soon after.

From where she stood near the far entrance to the barn, Rainbow couldn’t tell what exactly the brainy librarian was mumbling to herself as she walked, her head drooping on her arched neck. Knowing Twilight though, Dash was sure that she was either reciting her lists to herself one last time before bed, or mumbling out a letter to the Princess about what lessons she’d learned tonight.

The thought brought a smile to Rainbow’s lips, and with one final glance at Pinkie, she brought her eyes to the last member of the party. Rarity stood waiting a few paces behind her, so that the opened door of the barn framed her white body against the backdrop of the starry night. Small motes of light blazed in the sky far beyond the amethyst mane, and the unicorn seemed to glow as she beamed at her nearby friend.

“Would you care to escort a young lady home?” She grinned, letting her eyes hood as she smiled.

Rainbow Dash felt her cheeks warm, but gallantly bowed, and the pair set off towards the Boutique.

They walked in silence, slowly passing from the warm interior of the barn to the cool night air, walking along the lane running through the tree covered hills that composed Sweet Apple Acres. each hooffall sent a small plume of dust into the air, where it was quickly swept away by the light breeze.

That breeze gave the autumn night, already laced with the sweet scent of apples, a bitter chill as it played along the flanks of the last two ponies to walk the path. Feeling Rarity shudder, Rainbow turned magenta eyes to her for a moment, before looking ahead of them once more. Now though, the pegasus walked a little closer to Rarity, and as the fashionista shuddered at the breeze, a warm, sky-blue wing draped itself gently across her back.

Rarity’s pace slowed for a moment as her head tilted to look over her shoulder at the warm cloak draped across her body. Seeing the blue feathers, her eyes sparkled as she turned them back to look at Rainbow Dash, who was staunchly staring ahead. Another shudder ran through Rarity this time, but the breath that followed it was the distinct susurrus of the unicorn’s chuckle. Then Rarity changed heading slightly, until her soft side brushed against the blue flank of her companion. She let her head dip slightly, bringing her warm neck close to Rainbow Dash’s and snuggling into the athlete’s throat.

After that, they continued on their way, winding through the trees until they finally reached the cobblestone road leading back to Ponyville. They didn’t speak to each other, but they didn’t need to. They were both content, for once, to simply enjoy the night, and each other. The only marker for their progress was the steady clopping of their hooves on the paved road, and the occasional silences, as the birds and insects singing in the night air stilled with their passage.

Eventually, the pair found themselves walking down the side street that lead to the Carousel Boutique. Finally, Rarity shrugged her way out from under Rainbow’s wing, taking a few steps ahead of the pegasus. Turning her head to look at Rainbow over her shoulder, she smiled warmly.

“Well?” She asked, the light blue gleam of her magic opening the door behind her. Inside the Boutique was dark, but with years of long practice, and an obsessive mannerism which ensured the matches and candles remained where they belonged, Rarity’s magic kindled several small fires to illuminate the little shop.

At Rainbow’s blank looked, Rarity smiled again. She couldn’t resist, it was simply adorable to see the normally brash, overconfident Rainbow Dash at a loss for what to do. Still, after a moment, she decided to take pity on the poor mare. “Would you care to join me for a glass of wine?”

Rainbow’s face lit up at the suggestion, and her mane swished as she nodded her agreement. Rarity chuckled, before leading Rainbow inside.

The Boutique was lit by several small candles, placed neatly and discreetly about the room. During the day, nopony would even notice the small wax stubs. At night though, giving off the soft, romantic light that they had been designed for, they stood out not in sharp relief as the source of light, but seemingly melding with the scenery itself. All that they showed was the soft glow their tiny, flickering flame, a light that made the shadows throughout the shop dance and waver in time to some unknown, inaudible tune.

Rarity continued on past the back wall which normally barred all entrance into her most sacred domain. Pulling aside a tasteful arrangement of plants, and moving a unobtrusive curtain from her path, she opened the small door set into the wall. Rainbow’s eyes widened as she took a hesitant step closer, unsure whether Rarity was really offering to let her into the room.

It was, almost inevitably, Rarity’s inspiration room. After Sweetie Belle had disastrously, and helpfully, Rarity couldn’t help but grudgingly admit, cleaned the very private room, Rarity had endeavored to make it difficult for anypony to disturb her chaotic peace. That she was willingly offering to let Rainbow Dash into the room...

At the unicorn’s brilliant, warm smile, Rainbow Dash stepped through the doorway, ducking to avoid striking her head on the low entrance.

The room was almost half the size of the Boutique’s main room, though the explosions of color made it seem much smaller. Warm bolts of red velvet were draped across the backs of several maneikins residing in the corner. Green and blue silks were thrown haphazardly into piles throughout the room, while one of the strange, tropical plants Rarity was partial too had apparently bedecked itself in some golden cloth that glittered. Rarity’s gem chest, filled to well beyond closing by her last expedition with Spike, rested in one far corner, beside an enourmous chart with half a dozen hastily scribbled over drawings. At a guess, the blue mare would say that they were design ideas that the unicorn had tired of, and elected to begin anew.

More likely, the cynical, but accurate, part of her mind chimed in, they simply were not up to Rarity’s insane level of perfectionism. And why not? Rainbow thought. It’s not like she doesn’t deserve the best, right?

“Do you like it?” Rarity whispered, and Rainbow jumped when she felt the mares lips brushing against her sensitive ear as she whispered. “I know it is rather a mess, but I find it helps to relax.”

Rarity let out a small, warm breath, blowing it out through her nose in a snort that was almost too low to hear. The warm, wet air gusted into Rainbow’s ear once more, and she shivered at the touch, just as she had at the party.

“It lets the juices flow. Come on, I’ll go get that wine.”

Rainbow nodded jerkily, her ear still tingling from the mare’s nearness, and the intense sensation of Rarity laughing so close to her. When she had, Rainbow could feel the soft white flank pressing into hers as the unicorn’s lungs inflated in preparation of the chuckle. As much as the attention her ears were receiving though, it was no more pleasant than that soft touch that pressed into her side.

Rarity had disappeared though, ducking once more out through the small doorway, vanishing in a tantalizing rock of her alabaster hips and magnificent, amethyst tail.

It took her guest a moment to stop staring after her hostess but in time, the competitive mare shook her head, and looked once more around the room.

The candlelight from the previous room barely entered here, with only the flickering, weak light by the doorway showing that they were still burning. This room was lit, not with candles, but with a small, cheery little fire. Like the candles, Rainbow assumed that Rarity must have stoked the flames up when they entered the shop, since the healthy flame showed no signs of extended existence.

The fire was set in a cute little alcove along the back wall of the room, with a white mantle extending above it. To each side it was flanked by large casement windows, tightly closed against the cooling weather. Past the windows, the world was dominated by large bushes that hide the interior from prying eyes, and hid the world from Rarity, save the sky and the plants. A small couch rested in the copse, where Dash had caught a glimpse of Rarity simply resting in the warm light from time to time as she flew overhead.

A sudden gleam in the firelight wavered for a moment caught her attention, and Rainbow Dash strode closer to the mantlepiece. Like most of the rooms furnishings, the mantle was painted white, though a royal purple cloth trimmed with gold was laid upon it, this one obviously intentionally placed.

On the cloth rested numerous picture frames. None were very large, though each frame held a picture carefully in its silver embrace. Many were pictures that Rainbow recognized. Herself and their friends, all huddled into a group. Rainbow had a copy of that one herself, residing on a small table at her bedside. More were of Rarity herself, looking positively gorgeous in some of her own designs, ranging from one that were so cheeky and daring that Rainbow could feel her heart begin to pound, to demure and shy, which gave the pegasus the almost overwhelming urge to hold Rarity, and protect her from the world.

Pictures of Sweetie Belle from throughout her young life were scattered amoung the forest of frames, and in many of the more recent ones, the other Crusaders appeared, one having been apparently taken during one of Bab’s visits.

But there was one picture that grabbed Rainbow’s attention. It was placed far in the back, hidden by the forest of photographs. Flapping her wings gently, Rainbow hovered in the air, peeking over the other pictures to see what this one held.

A young Rarity, with her amethyst mane pulled back in an adorable ponytail, was glaring at the camera through red-rimmed glasses. Her face was set in a scowl as she concentrated, and a pink tongue could just be seen poking out from the side of her mouth. What made Rainbow pause though, wasn’t the adorable picture of Rarity as a filly. It was the sight of the two absolutely gorgeous ponies behind her, nuzzling each other with an air of long familiarity.

“My mothers.”

Rainbow started, and her wings folded back as she landed with a soft thus on the floor. “I’m sorry Rarity, I didn’t mean to... Your mothers?”

“Yes.” Rarity spoke quietly, her horn lit as she held two glasses of wine in the air with her magic. “They were the mare’s who raised me.”

“What about your-”

“Father?” Rarity’s voice hardened, and her gaze narrowed.

“Umm, I’m sorry Rarity. I shouldn’t have been prying.” Dash hung her head slightly, and her cheeks flushed lightly as she scuffed a hoof on the ground.

“No,” Rarity sighed, shaking her head slowly. “Its alright. Maybe... Maybe I’ll tell you about them sometime.”

“They are very beautiful.” Rainbow said, trying to smile. The look that flew across Rarity’s face killed the smile in a moment, and Dash bit her lip in self reproach.

A small, sad smile pulled Rarity’s lips up at the corners, and her eyes softened. “Yes. Yes they were.”

For a while, the two stood in silence, Rarity looking at the fire crackling merrily in the fireplace, Rainbow Dash looking at Rarity. Concern for her friends feelings warred with Rainbow’s natural instinct to avoid anything faintly emotional. Concern won out though, and the two continued to wait.

After only a few short minutes though, Rarity seemed to pull herself back from whatever memory held her, turning and flashing a smile at Rainbow Dash. “Now, I think that is enough talk about the past, don’t you? Come, there’s room on the couch for two.”

Her tail flicked through the air as Rarity turned, and the unicorn strode over to the couch a short ways away, facing the fire. The red velvet cushions supported the white ponies weight as she hopped onto it, folding her legs beneath her to rest peacefully on one side of the couch.

“Would you like to join me?”

Rarity extended a hoof, the other still carefully holding her wineglass aloft, and patted the remaining space on the couch. She had positioned herself facing towards the center of the red expanse, lying languidly against the back. While the couch was large enough for two ponies to sit on it comfortably, they would have to do so practically on top of each other.

The thought of being that close to Rarity, alone, made the blue mare’s mouth dry. She took a hasty sip of the wine, before walking hesitantly forward, until one hoof rested on the couch. There Rainbow paused, looking at Rarity full of doubt.

The unicorn just smiled softly, and patted the space once more.

Gulping, Rainbow Dash slowly stepped up onto the couch, letting her own legs fold beneath her. She came down only a few inched from Rarity, and her magenta eyes locked on the azure so close to them. For several long moments, neither pony moved. Then, slowly, deliberately, Rarity tilted her head, and pressed a soft kiss to Rainbow’s brow.

“There now. That wasn’t so bad, was it?”

“No.” Rainbow smiled at the mare beside her, before turning her head and looking into the fire. A log within the flames suddenly gave a loud pop, making both ponies jump, glancing at each other. They broke into mutual smiles, which only grew as they looked at one another.

In a moment, both ponies were laughing quietly, shaking the couch with their mirth. Rarity’s head dipped slightly, and before Rainbow could react, she brought her neck gently up, rubbing her mane along the underside of the blue mare’s throat. As the purple mane caressed the blue fur, Dash felt her mouth dry, and suddenly it felt as though the fire was far too close.

Rarity shuffled awkwardly closer to her friend, never breaking the contact. Her folded legs wiggled her slowly closer, until she could turn her head and place her cheek beside Rainbow’s, nuzzling the other mare softly.

“You need to relax darling. There’s nothing to be afraid of.” Rarity crooned, rubbing the other mare’s cheek once more.

“I’m not afraid!” Rainbow squeaked, her voice cracking halfway through the sentence.

“Of course you aren’t dear.”

They remained intertwined for some time, watching the fire burn in silence as they took an occasional sip from their glasses. Once, Rarity disentangled herself and stood, stretching luxuriously before the fire, and asked Rainbow if she would like another glass. The riot of color that was the pegasus’ namesake shook as Rainbow declined the offer, and Rarity had collected the glasses and left the room for a moment.

When she entered the room again, Rarity found that her guest had fallen asleep where she sat. Rarity smiled to herself, and walked quietly over to the couch.

She slipped onto the couch without waking her feathered friend. As she did, Rainbow stirred slightly, mumbling something in her dream as she moved. Her body shifted slightly, and her head began to slide down the red velvet lining the back of the couch.

Seizing the moment, Rarity ducked her own head, cradling Rainbow’s sleeping face against her neck as she laid her head on the couch between them. Her horn rested lightly against Rainbow’s cheek, and suddenly lit with Rarity’s magic. A blanket lifted from where it had been neatly folded over the back of a maneikin, and draped itself across them, much like her wings had sheltered Rarity earlier that evening. With a contented sigh, Rarity let her azure eyes fall closed, with one last glance at the fire.

With a lazy glow, her horn illuminated the room one final time, and the fire was smoored neatly. As the light faded completely from the room, it showed one final image.

Rainbow Dash, the headstrong, confident mare, snuggling down into the warmth of the blanket like a filly, smiling sweetly at her dream. And beneath her, holding her soft weight, a serene white face, and the quiet, contented smile that stretched her lips as the glow from her horn faded. And in the darkness, two mares dreamed, soothed by the sweet, gentle lullaby of the other’s breathing.