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Of Sound Mind

Twilight Sparkle stood between Fluttershy and Rarity holding a dusty blue tome, skimming through the pages rapidly. They had interrupted her during lunchtime to ask for assistance concerning a very unorthodox spell request. It had taken her some digging to find the proper spellbook in her big library and Twilight was not happy about having her meal getting cold.

“Run this by me again why I need to do this spell right now?” she asked impatiently flipping through the book.

“Well the thing is darling is that I’ve been working nonstop nearly all week and I need a little bit of a break,” said Rarity flipping her lovely purple hair aside “and when Fluttershy here requested my help I just couldn’t say no. She could at least make use of my skills while I relax.”

Fluttershy nodded meekly, “It’s this birthday party I’m throwing for sweet little Angel bunny tomorrow. I want to stitch together some little gowns and hats for all my animal friends to wear but it’s something I could really use extra help with, especially since I’m working with such small amounts of fabric.”

Twilight stared back at the book, the enchantment she found was complicated enough and although she didn’t believe such a thing as a “talent swap” spell even existed it was sitting right there on the page in front of her, with all the instructions she’d need to pull it off.

“This should work for 24 hours. As long as you’re both ready I’m going to start.” Twilight said a bit more nervously than she’d like “Stand facing each other and close your eyes please.”

She lowered her horn as it began to glow with energy. Magical light began surrounding Fluttershy and Rarity, enclosing them both in yellow and white radiance. Twilight concentrated harder, maintaining the magical bond, and with a final surge of power the enveloped magic disappeared in a flash of light around her two friends.

Twilight opened her eyes warily and looked at them ‘They both look…ok, and no singed manes or coat.’

“Did it work, how do you feel?”

Rarity gasped “Um...Twilight how am I over there? Where is Rarity?”

“Huh?” blinked Twilight.

“What ever happened to my wonderful mane, darling!?” said Fluttershy touching her hair.

Twilights face paled “Uh...what do you mean?” Twilight said flipping open the book back to the page “I did everything here by the numbers, what’s going on?”

“What happened when you did that spell?” said Fluttershy rigidly rocking back and forth on her hooves.

“Ohh I feel…not so good” murmered Rarity putting a hoof to her brow. A second later and she had fainted.

“RARITY!” shouted Twilight running over to the unconscious unicorn.

A yelp came from the yellow Pegasus as she also fell over on her side “Twilight! Help me! I can’t move my legs!”

“I’m coming! I’m coming!” she backpedaled to her fallen friend “You didn’t get hurt did you Fluttershy?”

“Why are you calling me Fluttershy?” she asked as Twilight helped her up.

        “You...are Fluttershy? Aren’t you? Oh no you didn’t lose your memory did you!?” said Twilight looking concerned.

“I didn’t lose my memory. You just cast that spell on us...”

        “So how come you forgot who you were?

“I didn’t forget darling, I’m Rarity.”

        Twilight frowned as the situation dawned on her “I’m talking to you...Rarity, but you’re Fluttershy”

Twilight watched as Fluttershy put a hoof to her hair, moving it down her neck until she reached her wing.

“You’ve turned me into Fluttershy!” she gasped lifting up a wing

        “I couldn’t possibly have, there would be two of you, and Rarity is over there still passed out.”

“...if I’m over here, as Fluttershy, then that means...”

Twilight walked across the room and stood anxiously over Raritys body “So, you’re there Rarity,” she pointed a hoof at her friend “and this is Fluttershy here on the floor.”

“So it would seem dear,” she said briskly “I’m just wondering why she fainted and I didn’t.”

Twilight felt she knew this answer “Apparently, considering what happened, I actually did a mind swap, why it was called “talent” I have no clue. Simply put it must be Fluttershys mind in your body and vice-versa. When you get really shocked or scared what happens to you?”

“I start to feel faint….and usually do.”

“That’s exactly what happened, Fluttershy got shocked and Rarity fainted. You reacted the same way, but in Fluttershys usual response which is having her legs lock up like that.”

She moved a hoof to her cheek “This is an awfully odd turn of events Twilight, I don’t feel comfortable in here.”

“You don’t have to worry Flut- Rarity because the spell was cast incorrectly, it’s only half as effective and you’ll magically swap back to your old self a little bit after midnight. No harm done!”

“Well that’s tremendous news then, when I wanted to take a break I could have never guessed this is where it would take me,” Rarity glanced at her still body on the floor “I suppose no harm would come if I just go on my way then? My shop is her shop as of this moment. Let Fluttershy here know that I’ll be at her place napping for a bit and I’ll take care of her animal friends too, it’s the least I could do.”

Twilight turned to Spike who had been watching the event from above “Fetch me a bucket please,” she said quickly, turning back to Rarity with a smile “Well I suppose she wouldn’t care. Just keep in mind that you’re in Fluttershys body right now, and it’s going to react differently compared to yours when you perform certain actions or thoughts.”

Rarity turned and made for the exit, momentarily forgetting to open the door with her hooves and not her missing horn, and strolled into the mid-day sun.


Spike toddled over with the bucket to the sink and filled it with cool water. “Twilight this is your funniest mess-up yet, I don’t think you’ll ever top it!” he goaded as the water rapidly filled the bucket.

Twilight frowned skimming her book “Very funny Spike, I’m just lucky that I did cast this spell wrong or it would have been permanent. I don’t want to think about how close I was to making that happen. Don’t fill that bucket to the top either; we just need a little bit of water.”

“Twilight, if they’re swapped in each others’ bodies then how come they still sound the same? Shouldn’t their voices have changed too?” he asked curiously while walking over with the bucket.

While Twilight didn’t particularly love stating the obvious she had to come to terms that Spike was still just a baby and that some things needed extra explanation.

 “The way the switch worked was that it swapped their minds, their beings, their selves. Not their vocal cords, not their brains. Whatever comes out of their mouths are still being translated as that bodies own voice. Fluttershy here is going to act through Rarity, but it’s still going to be Fluttershy on the inside. Do you follow Spike?”

“I….think so?” he said scratching his head.

Twilight rolled her eyes and levitated the bucket, carefully dumping some water on her friends face.

“AAAAAH! I’M DROWNIIIIING! OH! Oh wait…Twilight….am I dreaming?”

Twilight looked at Spike who had his hands over his mouth laughing “No, well, maybe you were, but you’re awake now.”

She watched as Fluttershy looked at her hooves, then her hair “I wasn’t dreaming, you really DID switch our bodies over,” she looked around the room quickly “Where did I go? Rarity left already! Oh my gosh I need to find her an-“

“STOP!” Twilight put a hoof over her mouth “If you get all worked up you’re just going to faint again!”

“Um, I don’t faint, I get really shocked sometimes but that never happens to me…”

“It does happen to Rarity, and until midnight tonight it’s going to keep happening unless you calm down.”

Fluttershy stopped fidgeting, letting her body relax “Well...okay, but where did Rarity run off to in my body?”

“She went to your place to loosen up; she promised to feed your animals for you and then take a nap. Also she wanted me to let you know that you have full access to her shop for the rest of the day. I really don’t think there’s anything for you to worry about.”

Twilight could tell she remained unconvinced “I’m sure that being able to use magic now will be a lot of help.”

“But I can’t use magic Twilight, I don’t know the first thing about it…”

        “The beauty of this strange turn of events is that now you can through Rarity, and Rarity’s a very competent user of magic. All you really need is proper instruction on magic manipulation and you’ll be all set!”

        Twilight trotted over and excitedly tugged her old copy of Beginners Magic: Tips and Tricks off her shelf, “I used this volume when I was just a filly and it covers all the fundamentals on how to use magic, but because you technically know how all you need is proper form and you’ll be good to go in no time!”

        Fluttershy tapped the horn on her head hesitantly, “Alright, I suppose I can try, magic would speed my stitching along.”

        “Hooray! Let’s get started!” cried Twilight happily. She always wanted to try her hoof at teaching magic. “Now shut your eyes and find the magic within you, it should be a peculiar feeling of energy deep inside.”

        Fluttershy closed her eyes, ‘Gosh Rarity feels so tired’ she thought idly as she searched for this power. All of a sudden she found the magic welling up inside her. “Twilight, I can feel it” she whispered timidly.

“Good, we all have that magic in us, but in varying strength and quantity. Unicorns are the only ponies that can properly channel that magic into something tangible because of their horn.”

Fluttershy opened one eye “So it’s the same magic that lets us Pegasus move clouds, but just used different?”

“Precisely! Now just will the magic to do what you wish, simple levitation for example, and it will happen.”

Fluttershy closed her eye and focused on the book, the magic warmly flowed through her neck up to her head, and she felt the horn in her skull buzzing a little.

“You did it!”

“Really!” she said opening her eyes wide to see the book falling to the floor “I messed it up…”

Twilight shook her head “No. You did good, it worked, but you broke your concentration. In an hour or so this’ll be second nature. So let’s get practicing!”


Rarity was happily prancing along the path to Fluttershys cottage. Despite being stuck in this odd situation she was determined to make the best of it, and found that she was enjoying herself quite a bit. Of course out of forced habit she had to go and collect her travel bag at her shop first. When she had walked into Twilights library she was dragging her hooves in exhaustion, Fluttershy however was brimming with energy. ‘There’s no way I’ll be able to take a nap now’ thought Rarity ‘I’ve just got to find a way to fill my time, I better go and take care of those critters…’

“AAAAH!” screamed Rarity, something just grabbed her sides causing her legs to lock up, and she fell over on her backside.

A familiar blue face blocked her view “Hiya Fluttershy!” said a complacent Rainbow Dash “Didn’t scare ya did I?”

Rarity blinked, she couldn’t forget who she was right now, and telling of her predicament would be too confusing “No, you just startled me is all,” whispered Rarity shakily getting upright “Playing those silly pranks is dreadfully childish of you.”

“Geez Fluttershy don’t be such a scaredy pony, it’s all in good fun!” scoffed Dash.

“Fun for you, it’s a real nuisance for me.” said Rarity a bit louder.

“Well do you want to do something we can both have fun with? How about a race…” said Dash nonchalantly. Everypony knew that Dash was one of the speediest racers around.

Rarity was about to decline when an idea formed in her head. ‘I have enough vigor in me to have a go at this, and maybe if I play my cards right I’ll be able to win too’ she smiled at Rainbow Dash, “Sure, you’re on!”

“Yeah I thought s-HUH?” said Dash in a surprised voice, the positive response throwing her off-guard.

“But on two conditions, only because you are just such a good racer”

Dash cocked her head back “I’m listening…”

“Firstly, I get to pick the course”

        “Mhm, that’s fine”

“Secondly, when I win you have to put on the prettiest dress you own, and walk around town in it.”

“WHAT?” exclaimed Dash “Fluttershy you can’t be serious?!”

        “Of course I’m serious, I assume you own at least one-“

“Nononono, about you winning, there’s no WAAAAAY you can beat me. That’s the funniest thing I heard all day,” snickered Dash.

Rarity felt a pit of doubt in Fluttershys stomach and ignored it, she’s seen Dash race before and although she was one high-speed pony there were some faults in her form. ‘Sometimes you’re too fast for your own good’ she thought with a grin ‘and this time I can capitalize on it’.

“We’ll see about that,” she said quietly.

She watched the smirk disappear from Dashs face. “You are SO on Fluttershy, and when I win you have to take on my weather duties for a week, got it?”

“Oh I got it, but it’s nothing I’m worried about,” she said with a small smile, her confidence was getting to her “I’ll go set up the course.”

She dug through her travel bag and pulled out some red dye and a brush, and flapped into the woods.


‘This magic stuff sure is neat’ thought Fluttershy as she trotted over to Raritys shop. She had spent the last hour practicing magic with Twilight and was astonished at just how easily she had gotten the hang of it. A piece of string floated in front of her and manipulated itself into various shapes. ‘It’s a good thing I took measurements before coming over but…wow am I tired’. Fluttershy knew that she wasn’t tired, it was just Raritys body that felt sluggish, but she would push through and maybe make some tea in the meantime to wake her up.

She finally got to Raritys shop, magically turning on the lights and starting the sewing machine.

“Hmm, I wonder where Opal is…” she said aloud looking for the fluffy white cat. Fluttershy spotted her on the windowsill. “Come over here you lovable thing, would you like to help me try on clothes?” she requested in the sweetest voice possible.

Her response was an angry hiss and Opal jumped off the windowsill skittering under the table. “Oh my, I forgot how cranky you are, and that Rarity isn’t the best with small animals like I am,” she said recoiling from the cat “Well, that’s ok, my measurements should be more than enough to go on.”

Fluttershy looked around and magically collected some tools. Fabric, lace and various other sewing supplies flew off the shelves and hung in front of her. She glanced out the window and sighed ‘It’s not like I have anything better to do today anyway. At least tomorrow will be fun’.


“I’m baaaack and the course is all set and marked, you should have no trouble spotting the red arrows,” said Rarity as she glided over to Rainbow Dash “Oh you brought spectators!”

Appleblossom, Scootaloo and Sweetiebelle had shown up, and were running around just behind Dash.

“Yeah, they were walking by and I thought how COOL it would be to have these three watching me winning by a landslide…and maybe give Scoots here some inspiration in the process.”

Fluttershys stomach was doing backflips, but Rarity forced a smile “That’s wonderful, I can’t wait to see the looks on their faces.”

Dash ruffled her feathers, “Yeah well, let’s get started then.” She flapped over to the starting line and dug her hooves into the ground.

Rarity stood next to Dash trying to make the impression of not being worried. Reverse-psychology didn’t always tend to work, but it was undeniably having the desired effect on her rival. She faked a little yawn. “Crusaders! Let’s get this show on the road!”

The Crusaders were huddled at the starting line arguing, but at her command they all snapped to attention.

“On yer marks!”

Dash tensed, leaning forward.


Rarity let her wings open.


Rainbow Dash rocketed away, a multi-colored missile, while Rarity was not far behind she was steadily losing distance from her on the opening stretch with the first turn up ahead. Clenching her teeth, she felt just as nervous as Fluttershy did and in a few seconds she’d know for sure whether her plan would work or not.

Dash was gaining speed faster and faster furiously pumping her wings. ‘There’s no way I’m losing this race’ she thought glancing behind her. Dash didn’t know what had gotten into that pony, but she didn’t like it, especially now that there were spectators. ‘No race markers yet, just this one long stretch here...’ Suddenly she spotted a flash of red pass her by and instinctively turned.

‘Gotcha!’ thought Rarity cheerfully. Rainbow Dash had just swerved into a bush up ahead, completely missing the next path. Rarity opened her wings like a parachute; slowing her down slightly and kicking off a tree to maintain momentum. While flying was nothing new to her the difference in strength compared to the delicate butterfly wings she once wore was wild. She turned around in time to see Dash stumbling out of the bushes and gave her a casual little wave.

Dash’s head was spinning from the crash. She was just in the lead and was now losing to Fluttershy. It had happened so fast, she had completely missed the turnoff. She righted herself and with a running start took back to the air.

Bouncing off of tree after tree on the winding course Rarity was making good time, furiously kicking her back legs into each trunk. There were only a few straight-aways on the path and every time Dash had sped up and overtaken her she’d subsequently missed the next sharp turn either too late or too soon. Rarity felt the heart in her chest going a mile a minute and her wings were beginning to tire. Rarity looked ahead knowing the next turn would lead to the ending sprint. Gulping, she rounded the next corner and sprang down the path.

Rainbow Dash was still trailing Fluttershy, hair a mess with twigs and leaves with some small scrapes around her legs.

‘This is insane, what is wrong with me today? I shouldn’t even be breaking a sweat’ she thought frantically. Dash made the last turn and saw the finish line where the crusaders were waiting. Fluttershy was already halfway there. “I’m winning this one!” she said aloud, and pushed herself forwards.

The ending loomed up ahead, Rarity was almost there. “Victory’s in sight! I knew you could do it!” she exclaimed to herself. She looked back to see Rainbow Dash closing in on her. Rarity propelled herself onward working her wings as hard as she could. The finish line was drawing closer and closer. They were nearly neck and neck now. Rarity gave her wings a final powerful thrust and-


“YOU DID IT YOU DID IT!” yelled Sweetiebelle hopping in the air.

“YA WERE GOING SO FAST YA WAS LIKE A BLUR!” Appleblossom shrieked as she clapped her hooves together.

“THAT WAS THE MOST AMAZING RACE EVER!” gushed Scootaloo, as all three ran over to the two racers.

“Thank you thank you, I’m glad you-“all three crusaders galloped right past Dash “-enjoyed the show?”

“I can’t believe it, how did you learn to go so fast Fluttershy?” said Scootaloo in awe “I never would have taken you for a racer.”

Rarity was taken aback, she could have sworn she had lost by a hair “It’s all in the technique girls, in a race you can’t just go all out and expect a clear cut victory.”

Dash was floored, she had lost to Fluttershy, and in front of the three loudmouth Crusaders no less. How was she going to live this down? She was at a complete loss for words, jaw comically hanging open.

“Oh Daaaaaash, I believe we had an accord?” Rarity said breathlessly.

“Mmmm, naaah, I’ve got some stuff to do. Besides we didn’t even shake on it. Later!” Dash sped straight upwards into the sky, leaving a rainbow wake behind her.

“Why you lazy little…” Rarity seethed “You are NOT weaseling out of this bet, not on MY watch!” She took to the sky again, slowly following the path Dash took.


Up in the sky on a small fluffy piece of nimbus Rainbow Dash was fuming to herself and angrily kicking the cloud to pieces.

“HOW could I lose to Fluttershy of ALL ponies? This is unbelievable. Completely insane. Impossible. I don’t believe it. Did she cheat? She must have cheated or something. I didn’t cheat. I should’ve won that fair and square. She’s got a lotta nerve…”

“You should be one to talk!”

Rainbow turned her head so fast she almost hurt her neck. “What are you doing up here?!”

“I want you to make good on your bet. I didn’t win that race for nothing.” Glared Rarity hovering above Dash.

“I already told ya we didn’t shake on it. Doesn’t count and you-”

“-you gave me your WORD and that’s just as cementing as a shake of the hoof.” She said narrowing her eyes at her blue friend.

“Y-yeah well, I didn’t-“

“-didn’t care for ONE second how I felt when you just flew away from your promise, knowing full well I would’ve kept mine” she said though gritted teeth “what do you have to say for yourself?”

“B-b-but Fluttershy I-I”

Dash was shrinking, she remembered telling Fluttershy to be more assertive but this was extreme. Nopony had ever talked to her like this and got away without a black eye, but under Fluttershys intense stare and her own growing guilt she finally broke.

“I-I’m sorry Fluttershy” she whimpered “I’ll g-go and get dressed...”

“Goody! See you in an hour Dash!” said Rarity as the intense look on her face vanished. She jumped from the cloud, leaving Rainbow Dash a quivering mess.


Rarity glided breathlessly towards Fluttershys cottage; she had beaten Dash in the race and gotten her to own up to her bet when she had tried to slip out of it.

“I must have used the stare on her…and it worked too,” she mused skimming the treetops. “What an invigorating feeling...”

She landed at the front of Fluttershys little cottage and opened the door. Rarity looked around the house; it had tons of nooks and crannies for her little animal friends to run about and carried a decidedly earthy scent. Books littered the shelves and upon closer inspection Rarity realized they were all romance novels. “Fluttershy I didn’t know you also had a pension for the romantic.” she said looking at some of the titles, a few she had remembered reading herself on lazy summer evenings.

        Exploring more of the house she found her way upstairs to the bedroom. It was very neat and orderly with plain sheets decorating a mid-sized bed. An industrial full length mirror stood unobtrusively against the wall next to a rather bare closet holding a few modest dresses. The small chest at the foot of the bed contained some spare bedsheets and pillowcases.

        “Oh my aren’t we the humble decorator,” sulked Rarity. Fluttershys home was really quite droll, after her exhausting race with Rainbow Dash she only wanted to rest up a bit. She was just about to collapse on the bed when she noticed something sticking out from underneath it. Without a moments thought she gingerly tugged a cardboard box out from under the bed. “Well well weeeell what do we have here?”

        In the box was a bunch of balled up sheets of paper and a few novels, penned under Miss Rose Papillone. Scanning a few of the pages in each, she discovered that these were all works in progress. More shockingly they seemed to be written in a very familiar writing style.

        “Dear me Fluttershy I didn’t know you were an author of romance too,” she pondered dreamily “I wonder how many exciting escapades you must have had to take this hobby up.”

        She looked through the books a bit more, the intros were all very lovely but the stories ended halfway each time. Rarity felt quite giddy at this discovery, this was fascinating stuff nonetheless! Fluttershys body however was feeling distressed at these thoughts and she felt her heart sinking into her chest.

        She dropped to her haunches and sat in front of the mirror, where an upset Fluttershy stared back. Rarity was having trouble understanding this change in emotion, ‘Why would Fluttershy feel so awful about having a talent like this…’

Rarity glanced at the floor next to the mirror, empty tissue boxes sat tucked behind a small wastebasket. She raised a hoof to her face, fresh tears welling in her eyes and suddenly the shocking realization hit her all at once. The constant obsessive attention to animals, the romance books, the unfinished novels, the tissue boxes.

“Oh Fluttershy, you poor girl, you’ve never had anyone in your life have you?” she said tenderly placing a tear soaked hoof to the mirror.

Rarity sat in that pose for a long while as sorrow gripped her, wondering how she of all ponies could miss something that should have been clear as day. Fluttershy was such a quiet little thing too, she would never divulge to anypony her empty love life and how much it wracked her thoughts.

        Glowering at the gloomy face in the mirror, she forced it into a determined smile. “Not if Rarity can help it, as long as I’m in here darling I’ll conquer these worries and free you of your fears and uncertainties. This will be the makeover of a lifetime!”

She stood up with her heart beating fast in her chest. Rarity blew away some of Fluttershys hair that had fallen in her eyes and opened her satchel. She pulled out a pair of scissors, hair clips, brushes, and hair dye. Without her magic this would be a little more time consuming, but she had an hour and would definitely make the most of it. She looked at the mirror and beamed.

        “LETS! GET! FABULOUS!”

to be continued....

Of Sound Mind Pt. II

It had been nearly an hour since Rarity started her extreme make-over. She had to constantly remind herself what she was doing was breaking all her rules.

“The whole point of a makeover is to look unlike yourself and right now Fluttershy you need to be somepony else,” she said aloud justifying her actions. Rarity grabbed the blue eye shadow she usually wore and applied the tiniest amount over each eye.

“Slightly off color but I’m sure it’s something nopony will notice. I’ve got to accentuate your beautiful eyes somehow,” she said suggestively giving them a flurry. Rarity had absolutely no idea why Fluttershy hid them behind her pink hair, but that question (amongst others) had been answered sometime earlier when Rarity had discovered the secret box under Fluttershys bed.

She stood back and admired her work, decidedly finished. Fluttershy had so much excessive hair she had no choice but to cut some away and it now draped over just one side of her head. Her tail too was such a tragedy being so long dragging on the ground all the time and Rarity ended up trimming that as well…making it a lot more manageable. Using the brush she had dyed a strip of Fluttershys pink tail turquoise, which she had matched on her hair leading attention back to those gorgeous eyes of hers.

“Oh Fluttershy you will be turning heads today,” she gushed putting a small light blue pendant around her neck “You’re simply dazzling! Absolutely marvelous!”

Rarity glanced at the cuckoo clock on the wall, “Quarter to four? I best be on my way to pick up Rainbow.”


Back in her cloud castle Rainbow Dash was fidgeting in one of her dresses. She only had three and one was for the Gala that was coming up in a few months. Dash had eventually settled for an older dress of hers that still looked brand new due to lack of use. She was struggling with one of the straps when she heard Fluttershys voice calling her name.

“Rainbow DaaaAAAaaash,” called Fluttershy “Are you ready for our trek into town?”

Dash let out a groan, knowing she couldn’t back out because it didn’t work the first time. “Yeah yeah hold your horses I’m coming,” she said briefly, jumping to the ground.

“Whoa…is that you?” asked Dash, her eyes going wide.

“Why yes Rainbow Dash, I felt so bad making you get all dolled up for losing your bet I felt I should as well…to share the shame as it were.”

“You gave yourself a haircut? Eyeshadow? A blue stripe in your mane wow you really went all out.”

“Thank you dearie,” Fluttershy casually flipped her mane “Verdict?”

“You look…amazing!”

        “It took a little bit of effort but I agree it turned out magnificent. Let’s get going shall we?”

        Dash slowly trotted behind Fluttershy who was leading the way. A million different questions were swimming through her head right now. ‘Why is she all dressed up like this when she didn’t have to? What was with that bet earlier? Did she plan all this from the start? How did she know she was going to win that race? What are the other ponies in town going to say when they see us? What are they going to think? Is this a joke?’

‘Is this a…date?’

        Rainbow Dash squirmed as awkward feelings flew through her body. ‘No way. Fluttershys not like that she’s…’ Dash held that thought for second, more confusing things creeping through her head ‘she’s Fluttershy, and I’m not like that I think. I know. I KNOW I’m not like that.’

        Fluttershy winked at a passing colt who dropped the basket he held in his mouth. ‘Definitely not acting like herself today. I wonder what’s gotten into her…’ Dash thought mystified to herself.

        Fluttershy turned and smiled at her, those big teal eyes lighting up at Rainbow Dashs unexpected blushing “We’re here.”


        Rarity quite enjoyed her walk to town, it was very breezy out and the sun though bright was not particularly hot today. She headed the way and out of habit of being prettied up had been making eyes to a few of the colts along the path into town, with amusing results. Rarity knew that Fluttershy hated attention, but she was getting so many compliments that she felt her spirits rising.

        She turned to check on Dash who was blushing in embarrassment ‘Poor dear must be dying in that dress, she probably hasn’t worn it in ages,’ she mused to herself. “Ponyville is bustling today wouldn’t you agree Dash? Dash? DASH!”

        “What! Huh? Yeah of course, where we goin’ again?”

                 “We’re going for a stroll around town remember?”

        Dash nodded, they were starting to get looks from some of the other ponies, and giggling from a few weather team Pegasus.

        “Can I at least let them know why I’m in a dress?” scowled Dash.

“Yes you can. I won’t stop you. A word of the wise, if you tell them you lost a bet you’d better make up a better reason than losing a race to me.” said Rarity softly.

Rarity watched as Dash trotted over to the giggling Pegasus and she quietly slipped away. She was already regretting her bargain with Dash since it was going to interfere with the plans she had made during her makeover. Along the trail she figured Dash would quickly retreat home once she managed to separate from her.

Unfortunately for her ingenious plan there weren’t exactly a ton of colts living in Ponyville, save for some married couples. She spotted a few she knew around town, there was Big Macintosh stoically minding the apple stand and that silly blue unicorn exiting Sugarcube Corner. Neither elicited any sort of gut reaction which irked her. While Rarity was absently looking into the window of Seasonal Delights she bumped right into somepony in front of her.

“Oh I am oh-so sorry I was not paying any atte-” Rarity stopped, a lump caught in her throat.

“I apologize it was my fault miss…Fluttershy? Is that you Fluttershy?” said the chestnut colored colt she had bumped into. He had a short cropped black mane and light blue eyes. An hourglass adorned his flank. “I haven’t seen you in ages.”

Rarity felt Fluttershys heart beating faster than it was during her race. Her breathing was suddenly quicker and she felt her legs lock up. ‘So this is your crush then Fluttershy? He certainly is good-looking,’ she thought swiftly, it was hard to think with her body freaking out so much.

“Well, you know how it is, just, the animals sure do keep me busy sometimes,” she replied in a choked whisper. ‘Don’t lose your nerve here, not now’

“Oh yes I’m sure, I’ve been busy myself lately, tons of work piling up here and there. You uh…out and about like this for any reason?” he said shifting on his legs.

Rarity perked up detecting some faint hope in there, maybe this colt held similar feelings? “None in particular. I was just looking at the dinner special for Seasonal Delights here. I absolutely adore the sautéed French onion shrimp salad platter.”

The colts eyes lit up “I like that dish too, I come here once in a while to eat precisely that, I uh, eheh...” his eyes cast downward as he fretfully pawed at the dirt.        

Oh goodness gracious he’s a nervous thing too; no wonder Fluttershy has a crush on him. I’ll have to coax him a bit’

“I haven’t eaten a thing all day! I just might have to stop here later for dinner…” she said brightly, giving him a warm smile.

“I was planning the same thing too, um, Fluttershy?”


“Since you and I seem to, er, seem to be having similar plans…”


“Would you…care to join me for dinner tonight?”

        Fluttershy’s heart nearly exploded in her chest, but Rarity stilled herself “I would absolutely love to! Is seven o’clock an okay time?”

“Yes? Yes! Yes absolutely! I’ll meet you here in a few hours okay?”

        “That would be swell!”

“Hold on a minute!” He suddenly bolted into the restaurant and after a few silent seconds ran back out. “Sorry! Reservations, uh, I’ll see you soon Fluttershy!”

        “See you soon….um….oh drat I have no idea who you are…”

Rarity trotted into the restaurant and asking politely got the maître’d to show her the list of reservations. She scanned the list and found the bottom.

14.Mr. Dr. Whoof x Fluttershy

        “A handsome young doctor! Fluttershy dear you sure know how to pick ‘em,” she rejoiced turning the corner and smacking right into Rainbow Dash.

        “Dash! Um…hello, I thought you went home…” chuckled Rarity tensely.

“No. I didn’t go home. I was busy going along with my accord. What was that all about anyway with you and the vet?”

        ‘Vet’ thought Rarity briefly ‘perhaps that’s how he knew Fluttershy’

“Well Rainbow Dash it’s really none of your business, but if you must know he just asked me to join him for dinner tonight at Seasonal Delights and I must return home to spruce up.”

        “What?! Really? But why did-? What was the point of-? Why are-? Then what were we-?”

“Rainbow spit it out I haven’t all day…”

        Rarity felt a gust of wind blow past her cheek as Dash disappeared into the clouds above her.

        “Maybe I shouldn’t have gotten her to wear that dress into town after all…” said Rarity bringing a hoof to her mouth “Well time to freshen up I suppose, after all Fluttershy you’ve got a date with destiny!”


Twilight Sparkle was sitting on her balcony enjoying the cool evening air and flipping through the nameless spell book she had found the mind swap spell in. Most of these spells were difficult to read and some actually seemed dangerous.

“Who would ever want to create a spell that would make somepony explode over and over again?” she said sipping some iced tea in puzzled amusement “Probably a joke, but testing spells on Spike is always kind of funny….” It was dinnertime and she was just heading in when Rainbow Dash landed on her balcony.

“Rainbow Dash! How nice of you to drop in! Can I help you with something?” Twilight was eyeing her friends formal wear “Nice dress.”

“Thanks Twi, I want to talk to ya about something,” said Dash raspily “Something private I guess…”

Twilight was gradually noticing the miserable look on Dash’s face “What’s on your mind Dash? Something happen?” she asked taking another sip of her drink.

“Well, it’s about a lot of things that happened. I woke up late and missed out on my early morning warm-up and then I went and lost a race AND a bet in front of Scootaloo and her two friends to Fluttershy of all ponies who made me-“

Twilight spit her drink out “Wait, you just said you were racing Fluttershy?”

“Yeah, and I lost in front of the Crusaders, but that’s not all that happened eith-.”

“PLEASE! Come inside and tell me all about it,” interrupted Twilight glancing over to Raritys shop “I want to hear everything about what’s happened from the start, every last detail.”


Rarity was busily brushing her teeth, well Fluttershys teeth at her cottage. She had spent nearly ten minutes deciding whether to use the toothbrush in her travel bag or the one already sitting by the sink. After much deliberation she had figured that since it was Fluttershys teeth she would be brushing it would make sense to use her toothbrush.

“It shtill doesn’t feel right though,” said Rarity aloud between brushes. She gargled and spit into the sink.

Rarity hadn’t forgotten about Fluttershys animal friends either, which all regarded her with an air of caution as she fed them. ‘They could probably tell I’m not really Fluttershy,’ she thought suspiciously as Angel bunny snatched a carrot from her hoof and hopped away.

Looking into the mirror Rarity began putting some light blue earrings on, it wasn’t really necessary to add anything else to the way she looked considering this could be a first date for both parties. Being too formal on one could make her partner needlessly uncomfortable.

“Clip-ons are so juvenile but I suppose it’s expected that you wouldn’t care to get your ears pierced,” said Rarity clipping the second one in. She gave them a flick and both earrings held firm “It’ll have to do.”


The sewing machines gave off a monotonous thumping drone in the otherwise hushed fashion shop. Despite drinking multiple cups of tea Fluttershy had found herself occasionally nodding off during her work, ruining a garment or two in the process.


Fluttershy jerked her head up as Sweetiebelle ran upstairs past her.

“Hello Sweetie! Um, how have you been? I haven’t seen you all day you know,” Fluttershy asked tenderly as she ran back down the steps with her crusader cape.

“I’ve been crusading with my friends! We’ve had a really neat day so far and we want to wrap it up with a super cool crusader race! You should come watch!”

“Oh I couldn’t possibly leave right now Sweetiebelle. I have a very big order to fill for my friend for tomorrow and I wouldn’t want to disappoint her because the last thing I would want is to let her down and this one little stitch right here is driving me absolutely crazy!” she growled, furiously tugging at a small sleeve with her teeth. Little things like that stitch wouldn’t normally bother Fluttershy but being trapped in Raritys attentive body all day was pushing her own desire to make everything pointlessly faultless.

“It’s supposed to be your day off, why are you doing another big order today when you just did one yesterday?” asked Sweetiebelle innocently.

        “I already told you sis-“

“But WHY?”

        The front door of the shop slammed open as the other two crusaders burst in “LET’S GO ALREADY SWEETIEBELLE! It’s gonna be dark out soon and we wanna make the most of our day!”

Sweetiebelle waved her sister goodbye and rushed out the door with her friends.

“……Why?” Fluttershy slumped forward on the table and let her heavy eyelids fall shut “Why would be a pretty good question to answer Sweetiebelle…if I ever had the courage to do so…”

Fluttershy didn’t have an answer for the question that crossed her mind every night before going to sleep in her bare little room. Answering her question would just make her feel worse than she already did, so she chose not to. She knew the first big step to facing that question was always supposed to be the hardest and Fluttershy was fearfully dodging it. She still had her books, her friends, and her animals. Taking a big breath she pulled her head off the bench with enormous effort and steadfastly resumed her work.

“At least I have something to do.”


Rarity was slowly flexing her wings again returning to town. They were still sore from her race earlier with Rainbow Dash and she hoped they weren’t sprained or anything. That would only make her feel worse when Fluttershy returned to her body later that night and discovered what Rarity had been doing with it.

“You’re in too deep Rarity, it’s all or nothing now.” she mumbled pushing open the door to Seasonal Delights. She stood waiting in the lobby for about five minutes when Dr. Whoof entered the restaurant.

“Oh! Fluttershy! You’re here early.” His hair was spiked back and he now wore a small green tie around his neck.

“Fashionably,” she replied tilting her head “I like what you’ve done with your hair.”

“Oh you like it? I thought I might have been messing with it too much…let’s take our seats shall we?” he replied nervously, trotting over to the candlelit booth in the corner.

The waiter sat them down and handed them some menus “Would you care for drinks?”

“Just water please,” squeaked Rarity.

Dr. Whoof returned the menus “Same here thank you. For dinner we would like two shrimp salad platters.”

The waiter took off with the menus as another filled their glasses “Dinner will be ready in twenty minutes.”

Rarity sat across from Dr. Whoof with a strained smile frozen on her face, underneath she felt Fluttershys body undergoing emotional turmoil. Her heart was pounding in her chest again and sweat was forming behind her wing-feathers. To top it all off her jaw was clenching itself shut. ‘You just can’t relax can you?’ she thought shakily nosing her napkin open ‘Not with your crush sitting right in front of you on your first date’. Her heart skipped a beat on that last thought.

“So…um…did you just become a doctor as you said?” she whispered.

“Er correct, I’ve told you before about my shop, well my fathers shop, I’m running at the moment. Watch making and photography was his profession, so it was a bit startling when I discovered how much I actually cared for animals rather than miniature machinery after you let me take in that little bunny.”

“Oh…I remember that… t’was a lovely day.”

A pet Fluttershy let him keep? So she has met him once before.

        “Yes, it was a real shame when Roger died…we didn’t have a town vet you know? So I took it upon myself to go and learn the trade. It’s not entirely dissimilar to my current job; fixing small pieces and putting things back together,” he frowned “maybe that’s a bit callous of an analogy?”

“No…makes sense,” peeped Rarity, voice cracking “Pardon me, I’m going to wash up before the meal arrives.”

She slid away from the booth and hurriedly walked over to the ladies room. Rarity soaped her shaking hooves, running them under cool water while gazing into the mirror “This is a lot more difficult than I could have imagined. Everything is fine. I’m not messing anything up. Just calm yourself Fluttershy. Even I wasn’t this panicky for my first date.”

She wiped away some sweat on her brow and returned to her seat. The shrimp platters were already steaming on the table.

“Hey there you are! Looks delicious doesn’t it?” Dr. Whoof said shifting in his seat.

“Quite delicious, can’t wait to dig in, you were just saying about medical school…isn’t that quite difficult for an Earth pony?”

“Staggeringly, but I’ve been diligent in my studies and practice,” he said taking a small bite of his dish “It’s not terribly difficult for me and although I’m now completely qualified I haven’t opened a clinic here yet, given that I still need to run the shop.”

Rarity eyed the shrimp platter warily; she wasn’t really fond of seafood but hadn’t eaten all day, with her stomach rumbling she took a hesitant nibble.

“This is absolutely scrumptious!” she exclaimed taking a bigger bite ‘I didn’t know you liked seafood Fluttershy,’ Rarity thought wiping her mouth.

“So you come here often then Dr. Whoof?”

“Only on special occasions really, my certificate arriving in the mail was cause for a stopover.”

“I’m glad I was there to bump into you today or I would have never known where to go for help with my sick animals.”

        “Well I suppose I caught a lucky break then, I certainly wouldn’t have spotted you from afar with your striking new look.”

Rarity felt a heated blush run across her cheeks “Stop! You’re embarrassing me…”

        “No I mean it! You look like a completely new pony! I-I mean you still look like yourself, but you’re just stunning now.”

“Oh aren’t you the sweetest thing,” she gushed taking another bite of the platter. The succulent food had calmed her down vastly, and her date’s pleasant compliments were having an upbeat effect on Fluttershys mood. ‘This shouldn’t be such a bad evening at this rate now that I’ve got a conversation going’ she thought with renewed morale.


        It was nearing ten o’ clock when Rainbow Dash finally finished her protracted story. Twilight had been listening intently without any interruption, which Dash had taken for typical Twilight behavior.

        “So…what do you think?” Dash asked tentatively.

‘I think next time I see Rarity I’m going to strangle that pony’ thought Twilight hiding her anger from Rainbow Dash ‘Why would she do all these things to poor Fluttershy? It’s her life she’s meddling in’.

        “That’s very interesting…” she said absentmindedly, thoughts still on Rarity.

“WHAT?!” yelled Dash

        Twilight recoiled “What did I say, I’m s-“

“I practically spill my GUTS to you and all you have to comment about is how it’s interesting?”

        “That’s not what I meant! I mean it is, but you didn’t let me finish!”

“Well can you PLEASE talk to me then? You’ve been listening to me ramble about my day for an hour now and…it took a lot of nerve just to come here ya know…” moped Dash slinking back to the floor.

        Twilight sat herself down a bit closer to her; she hadn’t meant to brush Dash off like that, “Okay, so just, when did you first start feeling all…weird?”

        “After I flew up to the cloud and Fluttershy was putting me on the spot for trying to wimp out on the bet. Ugh why did I do that? She was right too, if I had won I would have totally made her take over my weather duties,” she said flicking her tail, “the way she scolded me like that was just, I didn’t know what to say to that, noponys ever been like that to me.”

        “Okay and when else?”

        Dash turned her head, obviously embarrassed “After I put my dress on and saw Fluttershy outside, she was all prettied up like I told you. Pretty necklace, eyeshadow, haircut and she put this wicked blue stripe in her hair too. I thought she was doing it to make me feel better about waltzing around town in my dress.”

                “Then what happened in town that you sped away from her?”

“Well that’s the thing, since we were hanging out together it was less embarrassing for me, and when I went to go and explain that I lost a bet to my friends in the weather team I turned around to find out Fluttershy ditched me!”

        Twilight felt really bad for her now; apparently Rarity had been humiliating her all day…and toying with Dashs feelings in the process.

        “So then what?”

“I poked around for her and when I found her in front of Seasonal Delights she was all like ‘Oh I have a date Rainbow Dash hurry up’ and I just…left.”

        Twilight sat there in awkward silence for a bit, ‘This is definitely a question I can’t answer for her. I’ve got to get her to say something herself,’ she thought biting her lip “Dash, I’m going to ask you some questions. You don’t have tell me anything but you need to think about your answers, or whatever springs to mind first.”

Dash gulped before nodding her head “Alright….shoot”.

Twilight took a deep breath “Are you jealous of Fluttershy? Do you want to go on a date with somepony too? Are you mad at yourself for being rude to Fluttershy earlier? Did you want to apologize to her? Do you want to get all pretty yourself?”

        Dash said nothing, her rosey eyes darting rapidly back and forth.

Twilight lowered her voice, “Dash, do you…want Fluttershy?”

        Still silence filled the room, only broken with the sounds of their breathing. A minute passed.  Then two.  At three Twilight delicately placed a hoof over her friends.


She suddenly leapt at Twilight, wrapping her hooves around her neck.

        “OH TWILIGHT! I think I just-“ she hiccupped “-just want somepony to love meee!” she buried her face in Twilights mane, softly sobbing into it.

‘Oh Celestia just what have I gotten myself into’ thought Twilight fretfully as she stroked Rainbow Dashs mane ‘What do I say to her now? I don’t know enough about these things to even begin to give her a proper answer.’

        “Noponys e-ever even, even GIVEN me a s-second glance before a-and to just s-see her going and d-doing what I’ve never g-gotten to do just-” she hiccupped “-it hurts Twi…”

        She held that embrace with Dash as her sobs slowly disappeared and the hiccupping eventually faded. Twilight always regarded her friend as a rough tough no-nonsense kind of pony, never really giving a thought about her soft side. Deep down, Rainbow was a lovesick pony who just unexpectedly discovered that she had one.

        “Rainbow Dash, listen, just because you’ve never had romance in your life before doesn’t mean that it won’t happen,” spoke Twilight softly, picking her words with care “but maybe your um, awesome attitude just doesn’t click with other ponies.”

        “So,” Dash sniffled “So what should I do then?”

‘What should you do indeed?’ thought Twilight as she paced back and forth. Pacing always seemed to get her brain working. “Well…completely changing your mindset would be kind of drastic…but changing it a little, or pretending to, shouldn’t be too hard for you. It’s not like you’d need to go through a huge makeov-“

        Twilight shoved a hoof in her mouth. Makeover was the last thing she wanted to be talking about. Makeover was precisely what kicked off this whole situation. She just hoped that Dash wouldn’t jump to that dec-

        “I should get a makeover too! If I change my style even a little bit I’ll surely get noticed by somepony!”

        “Uhh, hehe, yeah, a makeover. Maybe instea-”

“I know! I’ll go ask Rarity about it! She knows all about fashion and girly stuff like that! Thanks so much for hearing me out Twi!” Dash pecked her on the cheek and ran over to the balcony. Twilight paused, putting a hoof to her face ‘Did you just give me a kiss?’ Dash loudly shoved the balcony doors open, snapping Twilight out of her momentary daze.

“Wait! You can’t! Dash! DAAAASH!” called Twilight frantically as Rainbow Dash sped into the inky night. Twilight fruitlessly slammed her hooves against the railing and hung her head over the side.

“This is not going to end well…”


To be concluded…

Of Sound Mind Pt. III

Dash did a few backflips in the air; it felt great getting all that off her chest, even though it took every ounce of willpower to swallow her pride and land on that balcony. After she’d been left hanging in front of the restaurant she wasn’t entirely sure if she was jealous of Fluttershy or of her getting a date. Whatever the case it was leagues better than moping on a cloud while those new feelings of hers tore her insides apart. With Twilights upfront questions she was able to sort out those feelings and finally decide what she really wanted.

“I wonder what her problem was though,” she said aloud, miffed at Twilight for banging her hooves and yelling at her, “It’s not like I smooched her on the lips.”

Dash didn’t mean anything by the little thank you kiss she’d left on her cheek and didn’t take Twilight to be phobic like Applejack usually was. She couldn’t even pat that pony on the back sometimes without getting nasty looks and a mean comment.

“What it would be like to date a colt like Thunderclap,” pondered Dash spiraling in the air, wind catching her dress and flapping noisily. Thunderclap had been on Dashs mind since meeting him at the Best Young Fliers competition. Head Captain of the Wonderbolts, all around awesome athlete, and the coolest colt cruising the skies.  

Still single too thought Dash dreamily, her pulse quickening a little. All she had wanted before today was to become a Wonderbolt, now she was determined to date one. With this lofty new goal in mind her self-confidence soared to new heights, but first things first.

Rainbow brazenly forced open the front door of Carousel Boutique to see the machines in the store still running, and a haggard looking Rarity dutifully at work behind the bench. She was so absorbed in her work she didn’t notice that someone had entered the room.

“Hey Rarity! How’s it goin’?” she asked cheerfully.

Rarity looked up and gave her a limp half smile “Hello Rainbow Dash. That’s a very, um, nice dress you’re wearing.”

Dash groaned “I KNOW it’s a nice dress. Everyponys told me that at least once today!”

“I’m sorry…”

“Don’t be, I’m just sick of hearing it. Anyways, if you’re not too busy in the morning I wanted to ask ya little bit of a favor,” she said hurriedly

Rarity squirmed behind the table, apparently unsure of what to say “Well, maybe, what did you, um, have in mind?”

“I can’t hear ya if your whispering Rarity. Speak up a little please?”

“Sorry, what kind of favor Rainbow Dash?”

“I kinda wanted a makeover job. Nothing too outrageous because I’m already SO good-looking, but it needs to be different, sorta like what Fluttershy did. I wanna look cute, but still awesome so starting with my hai-“

The teacup floating next to Rarity fell to the floor with a crash “Dash,” peeped Rarity shakily “Um, could you repeat what you just said? I don’t think I heard you right.”

“Cute but awesome?”

“No, not that, about Fluttershy,” pressed Rarity.

“Oh yeah, Fluttershy had some sorta intervention earlier today. New haircut and highlights and stuff so I thought I could get something done like it too.”

Rarity delicately got up from her seat behind the bench and walked over to Dash “Could you, um, tell me where you last saw her? I think I need to go see her now.”

“I don’t think ya should bother her, she’s just too busy at the moment,” said Dash in a mocking tone of voice.

“Busy? Busy with what?” requested Rarity fearfully.

“On her date.”

Rarity hit the floor in a loud thump, fainting right in front of Dash.

“Sheesh Rarity sure it’s surprising but you’re over-reacting now,” said Dash bending over her friend. She roughly slapped Raritys face with her hoof a few times attempting to rouse her.

“Wake up!”


“Yeah ya fainted remember?”

Rarity gradually got to her feet, wobbling a little as she stood back up. “Listen, um, I need to go right now. I’ll help you with your makeover tomorrow but I really really really need to speak with Fluttershy about...something. Goodnight!”

“Why do ya need to talk to her tonight? What about…whatever it was you were doing right now?!”

Rarity had already staggered out the door, leaving her behind. Dash trotted over to the small pile of clothes and curiously picked through her work.

“Designer clothes for foals? Just what is going on with everypony today?”


The moonlit walk back to Fluttershys cottage was in Raritys belief a truly magical one. Dr. Whoof had quite an interesting backstory for such an unassuming figure, which was unfortunate for Rarity since she wasn’t exactly in-depth on Fluttershys past before she moved to Ponyville. She had carefully steered the discussion away from that topic though.

“So why not just work with Ponyville urgent care? I’m sure they could help you with their medical talents.”

“Something I considered, but decided against in the end. They’re not really cut out for actual medical practice. Their healing skills peak at bruises and bandages,” snorted Dr. Whoof.

“So they aren’t good at their job?”

“Perfectly competent is a nice way of putting it. Animals tend to get into stickier situations than us ponies. Makes me wonder if those nurses have ever even seen blood yet.”

        “Those sorts of things can be healed with magic quite easily enough. Magical practices in healing are becoming popular aren’t they?”

“They’re practically interesting. It’s all well and good for small stuff but the more involving the injuries the longer a pony has to focus that magic. Unless the unicorn has very high stamina and concentration the Earth pony will always do better in the long run.”

“Can’t argue with that, feel that wind though, great night for a stroll isn’t it?” said Rarity as a cool breeze blew through her hair.

“A fantastic night,” agreed Dr. Whoof “the Pegasus ponies even kept it clear for the walk back. If it were any darker I wouldn’t have spotted that pretty flower on the trail.”

“You didn’t have to pick that silly little thing for me,” she said adjusting the blue flower he’d tucked behind her ear.

“It had your name on it! The flower was practically calling you from the grass. It even goes well with your hair!”

Rarity smiled sincerely “What of the one I picked hmmm? Not as fine a choice as I would have liked.”

“It matches my tie, so that’s a good look and enough reason to keep it,” he said eyeing the gangly stem draped over his ear. Rarity hadn’t been looking when she pulled it out the ground in exchange for the blue one in her ear, but he proudly wore it anyway.

“The waiter dumping that split-pea soup on your coat looked good too,” goaded Rarity “You were greener than your tie for a good ten minutes!”

“I swear I don’t even remember dropping that napkin on the floor. I bet he put it there afterwards so he wouldn’t look bad in front of the maître’d.” he replied flushing red with embarrassment.

Rarity giggled at his blush “Don’t be bothered I’m only teasing. Green just isn’t your color anyway, it looks much better on me.”

“So you’re saying you would rather have the pea soup on your face?”

Dr. Whoof began laughing as Rarity gave him a playful shove. He sidled over and budged her sideways off the path in response.

“Hey no fair! You’re bigger than I am!” she pouted lightheartedly returning to his side.

The journey back to was full of playful banter and cheerful tomfoolery. Despite a rough start the entire evening was going along without a hitch as she felt herself getting more comfortable around her date.

Okay, it’s up to you now Dr. Whoof she thought apprehensively as they trotted up to the door I hope you’ve got it in you to make the move, all you need is to finish with the kiss.

“I’m really glad you did end bumping into me earlier, it was a bit short notice but dinner was quite fun, you had fun too right?”

Rarity had opened her mouth to respond, but at that last thought her tongue had retreated to the back of her throat. Not now, anytime but now thought Rarity in panic.

“We had an excellent night Fluttershy, wouldn’t you agree?” he offered searching for a response.

Her legs had frozen to the ground and her wings had locked into place against her sides. Rarity couldn’t move. She shut her mouth again trying to think of a way to halt the growing tension in the air.

“We should, uh, do this again sometime?”

Nothing she thought of could break the paralyzing grip that froze her in place. The final moment of this magnificent night was going to shatter as Fluttershys body betrayed her. Rarity could do nothing but helplessly watch as Dr. Whoofs confidence began to fade away.

“Well, I uh, hope to see you around then Fluttershy,” Dr. Whoof began to leave, a defeated look resting in his eyes.

‘No! I can’t let it end like this!’

 In a last desperate move Rarity arched her neck forward, snatching the green stem from behind his ear.

“Fluttershy! I was going to keep that! Can I have it back please?”

Rarity shook her head. It was all she could do.

“Why’s that? Can I, uh, have yours then?”

She shook her head no again.

“Are you going to make me beg for it?”

Another stiff shake.

“Am I going to…have to take it from you?”

With great pain Rarity forced a playful smile onto her face, tilting her head and rolling the stem to the back of her mouth.

He trotted close to her and attempted to grab the stalk with his mouth. Rarity craned her neck and moved out of his way. Another attempt to grab it and she ducked once more. He moved forward to retrieve it once again and this time Rarity didn’t dodge him. Her soft lips met his as they shared their unexpected first kiss at the door.

As her eyelids fluttered close Rarity felt a wave of warm relief sweep throughout her nerve wracked body. Her wings hung listlessly from her sides as the fear that had frozen her seconds ago melted away in that blissful embrace, fireworks going off in her mind as they eagerly shared that heated kiss. The final barrier of pointless doubt washing away as it replaced itself with the passionate fulfillment her body had so long craved.

They finally pulled away panting softly, lips making a quiet smack as they parted. Neither spoke as they stood facing each other breathlessly in the moonlight, waiting for the other to break the spell that first kiss had woven unto them.

“Wow,” breathed Rarity finally finding her voice “That was wonderful…”

“Something I’ve only ever dreamt of happening,” Dr. Whoof leaned forward and kissed her delicately “You are a dream come true Fluttershy. Why didn’t I wake up sooner and do this years ago?”

She returned his kiss, looking deep into his blue eyes as she did, “Questions that maybe we’ll never know the answer to. The ones you asked before, when I was lost in my head, were all yes. I did have a great time and I do want this to happen again. Sometime sooner rather than later.”

She brought herself closer, resting her head on his strong neck as they quietly reflected on their newfound admittance of love for each other. Time slowed to a halt as they stood gazing at the stars together, her heart beating in tune with his own.

“I would stand here all night with you if I could get away with it, but I have to run the shop in the morning,” he grumbled quietly.

“That’s fine, I’ll be a little busy myself tomorrow. Maybe if you get the chance, we can meet sometime during the day again?”

“I’m done with maybes,” Dr. Whoof nuzzled her affectionately “I will see you tomorrow. If there’s anything else you can count on right now Fluttershy, it’s that.”

Dr. Whoof kissed her goodnight and with a short wave began traveling down the path back to town.

Rarity threw open the door to the house and shut it behind her, sliding every single lock into place before turning around.

“I did it.”

She jumped into the air and flew around the room, wildly cartwheeling in the air and laughing.

“I did it! I did it! I did it! I did it! I DIIIIIID IIIIIIIT!” she yelled happily.

Rarity bolted upstairs and skimmed through the novels and written manuscripts on the floor. She filled her mind with as many romantic fanciful ideas as possible. The pain that filled her up hours ago was no more to be found. She squealed at herself and did a few more triumphant backflips.

“Rarity you’ve outdone yourself this time! You handled that date like noponys business! What a rush of emotion! He loves you too Fluttershy I just knew it! Oh just you wait when you get back in here and-”

Her eyes went wide as an unsettling idea entered Raritys mind. This whole evening had gone through her head, not Fluttershys. While the inner emotional changes in her body would surely remain would they count for nothing if Fluttershy didn’t know that happened? Were these past hours going to be committed solely to Raritys memory or Fluttershys? How would Fluttershy react if she didn’t know what took place this evening, furthermore how was Rarity going to explain herself when she did?

“Ooooooooooh what am I to do now?” griped Rarity helplessly looking to the cuckoo clock. There was little over fifty minutes remaining before the spell ended and they would forcefully return to their rightful bodies.

“Why’s everything got to complicate itself right at the end?” Rarity moaned dejectedly, stamping her hooves in frustration. The box with her friends’ unfinished writings had tipped onto its side spilling its contents onto the floor. While staring half-heartedly at the scattered blank pages an idea formed in her head, and Rarity jumped up elatedly.

“That’s it! That’s the solution!”

Grabbing a few clean sheets of looseleaf and a pencil she sat herself down by the dresser and hastily began writing.


Fluttershy sneezed. Slowly opening her eyes she found herself staring into a clump of soft green clover. What am I doing on the ground? Where am I? she thought listlessly to herself. She remembered that she was running. Was it from something? Fluttershy looked around cautiously. Nothing was behind her. She was going somewhere important in a hurry because of something Dash said to her.

“Rarity!” she pulling herself up. She wobbled shakily on her legs; one of them had fallen asleep. “Please let it not be true. Please let Dash be joking me. This just has to be one of those practical jokes she likes to play.”

Fluttershy wasn’t too far from her house, at a full gallop it was only 15 minutes from town. Along the way home she had ran past the stallion of her dreams, Mr. Whoof who had left town a while ago for his studies in Trottingham. Since she had first met he was the one colt in town that she couldn’t keep out of her head, the subject of many of her wistful daydreams that gave her peace of mind when she felt down. Fluttershy hadn’t said more than ten words to him since she let him adopt one of her rabbits.

He had been walking into town, the very opposite direction she was headed. At the sight of him and the worrisome things Dash had told her she had fainted not even thirty feet from where she passed him. How long was I out…how many minutes to midnight… Fluttershy thought uneasily, walking up to her front door. The final piece of this puzzle all depended on Rarity. She knocked and held her breath as the door locks clacked and unfastened, and the door swung open.


They screamed at the sight of each other.

“Fluttershy what in Equestria have you been doing with my hair!? It looks absolutely dreadful!”

“Your hair!? Look at what you’ve done to mine! Oh my gosh it’s all true then. Rainbow Dash wasn’t fibbing!”

“Dash? What, pray tell, did she reveal to you?”

“She told me that well enough Rarity. How could you do this to me? You of all ponies I call my best friend.”

“Fluttershy you don’t understand yet. What I did was for you.”

“My personal life and what I do with it is very much my own business. You didn’t just root around in it; you’ve turned it upside down! I cannot believe, would not believe it was true.”

“I feel your pain though, I felt it, don’t tell me that your ok with th-“

“Just please leave Rarity, I don’t think I want to talk to you right now”

“-but Fluttershy let me expl-“

“Please, just go. Just leave me alone.”

“You don’t know what happ-“


        “There’s no need to shout Fluttershy…“


Rarity stepped outside as a dull whistling began to sound. Fluttershy shut the door roughly and locked it behind her. The whistling that should have died in her ears grew stronger, but she felt no breeze or wind. Her hooves were glowing, then the rest of her followed suit in a dazzling white light. She watched in bewilderment as the back of Raritys head disappeared before her as she was yanked from her body. A whirlwind of color and bright light clouded her vision as she floated through the air and with a bang there was darkness again.

Fluttershy opened her eyes and gasped. She was outside, the spell had magically run its course and her mind was reconnected with her body once more. She automatically tested her wings, and despite the relief of being reunited with them she turned back towards the more urgent matter at hand.

“Rarity! Open this door please and leave my house again!” protested Fluttershy banging on the door.

“Oh lord did you give me a break at all today Fluttershy? I feel achey everywhere,” she said woozily swinging the door open.

“I forgot, I was too busy, now I’m going inside. Good night Rarity!” huffed Fluttershy shutting the door.

She stormed upstairs to her bedroom a lot angrier than she looked. The last time she felt this peeved was facing down the dragon in the mountain after it hurt her friends, that cruel action had sparked her into honest anger. She felt so bad for yelling too, yelling wasn’t something she did, she hadn’t yelled at a pony before in her entire life. It was making her feel so much worse even though she felt justified while doing it.

“Shouldn’t I be this mad though!? It’s not fair, it’s not right, it’s my life! I can’t show my face around here anymore. What am I going to do now?” she lightly kicked the door to her room, making it creak noisily. “How can I face him? How could you even know about him?”

“I’ll just leave that’s it, I’ll go back to Nimbustown, restart my old life. Nopony will ever see me here again,” she said irritably, walking over to the wastebasket. Fluttershy pulled out a long strip of her pink hair. “This is going to take forever to grow back in.”

Dropping the lock of her hair back into the basket she went to her bed, something catching her eye. There was a small stack of loose paper sitting on her pillow. It had her name written on it in a very messy script.

“Fluttershy please read?” she mumbled “Well, fine, I will. I hope it’s an apology letter.”


Rarity wasn’t tired. Tired was an average day of work at Carousal Boutique. If she didn’t keep putting one hoof forward walking back to the store she would surely drop from exhaustion right on the spot.

“I haven’t felt this beat since I made all those dresses for Hoighty-Toighty,” she muttered sleepily. Moving in a straight line was even proving difficult, as she kept swaying to one side. “I wish Fluttershy wasn’t so upset, I should have expected her to be acting out of character after working all day long, and goodness can I be snappy.” Rarity thought back to one evening where she had yelled at her sister for some childish reason. Sweetiebelle had been in tears from her little outburst. “Perhaps I do need to get yelled at sometimes, odd that it would be me shouting at myself though.”

Rarity was just opening her door when she heard somepony behind her clearing her throat.

        “Carousal Boutique how may I help you?” Rarity recited automatically

“I think you’ve helped enough ponies for one day.”

Rarity turned around to see a livid Twilight Sparkle a few feet behind her “Twilight….how nice to see you at this hour.”

“Rarity, do you have even the slightest idea about the repercussions of what you’ve been doing today?”

Rarity gulped, “Of course I do, but what are you talking about? I’ve done nothing wrong.”

“Nothing!? You’ve been messing with your friends’ lives and feelings all day long according to Rainbow Dash.”

“Dash? What did Dash tell you?” asked Rarity curiously.

        “She told me about how you were embarrassing her today in front of her weather team squad. More about how bad she felt after you left her to go on a date. She was just about crying you should know.”

Rarity gasped, “Rainbow Dash, I feel so bad now…”

“As you should, I think you-“

“She must want a makeover too!”

“should apol-” Twilight stopped “Wait, how could you have know that?”

        “Poor dear, I mistook her actions for anger at me for trying to leave her behind. I need to correct that mistake tomorrow as soon as possible! She’s probably going to want to keep her color scheme too and what am I going to do with her hair….”

“How could you miss that? Dash isn’t the most subtle pony.”

        “Well pardon me Twilight, I haven’t exactly been myself today,” noted Rarity sarcastically.

“Rainbow Dash aside, you should say you’re sorry to Fluttershy for meddling in her personal life as well.”

“I’ve done nothing worthy of an apology.”

        “I’m pretty sure everything that you’ve done today would validate an apology. You met with Fluttershy already since you’ve switched back right? How did that go?”

“She, uh, kicked me out of her house…twice,” admitted Rarity guiltily.

“That seems to be all the proof you need,”

        “Shes just over-tired at the moment, I’m sure she’ll be fine soon enough. I’d wager I’ll be getting a thank you in the morning,” said Rarity with a yawn “Technically this is your fault to begin with.”


“None of this would have taken place today if you hadn’t messed up your spell in the library. You should apologize for all the trouble you’ve caused.”

        “Technicalities aside Rarity don’t you feel you owe th-“

“I have a feeling you’re jealous too,” jabbed Rarity.

“Jealous?!” recoiled Twilight “What have I got to be jealous about?”

“Perhaps it’s because Fluttershy and Rainbow Dash are setting themselves on the realms of romance and you feel left out stuck in your silly books all day.”

Twilight turned away from Rarity and stared into the night sky. Her sharp words bristled her conscience. Was Rarity right? Did she feel envious that she was becoming the only pony amongst her friends without a companion to call her own? Twilight sighed as her own words she parted to Dash earlier returned to her head.

“Rarity…maybe you’re right and I’m wrong. I don’t know enough about this subject to be handing out advice and opinions. Jealous…maybe I am jealous of them…if everything does turn out fine…could you forgive me if I did apologize?”

“Rarity? Rarity are you listening?”

She turned around to see Rarity snoozing quietly, slumped in a pile on the ground in front of her.


It was about forty minutes later when Fluttershy finished reading the written papers that Rarity had left behind. The sloppy writing had made it a difficult read and there were many minor spelling and grammar mistakes littering the paper that bothered Fluttershy for some reason. She picked her head up from the notes and stared into empty space, trying to digest what she just read.

“Me beating Rainbow Dash in a race? She’s the fastest pony I’ve ever seen. How could I have done that?”

Fluttershy unfurled her wings; flapping them a few times she felt that they were sore and stiff. Rarity had really been working them today; probably more than she herself had ever bothered to. The biggest reveal was near the end of the little tale Rarity had written. The one concerning her and the object of her affection.

Fluttershy noticed a small round smudge on her mirror and sat in front of it, absently rubbing it away as her mind filled with the romantic scenes that were playing her head.

“He…loves me too…and we kissed?”

Looking in the mirror she saw there was another part of the paper she had missed on the back, she turned it over and began reading.

Dear Fluttershy,

                If you’re reading this then I haven’t had the chance to properly talk to you about this evening. Something personal like your love life was maybe a bit too bold of me to intervene in but I felt I had too. Being in your horseshoes today had let me feel the hurt in your heart and the idea that you felt that everyday drove me to vanquish it. The last thing I want to do is hurt you Fluttershy. We’re friends, and friends look out for one another. You’re private with your life and I respect that, but I could not sit idly by when even the slightest thoughts of romance drove you to tears. Everything you have read on those pages happened to you today Fluttershy, I just hope you can feel it deep down inside. Life is like a romance novel you know, full of twists, turns and unpredictable surprises. I’ve written the first few pages of a new chapter in your life, it’s up to you now to pick up the pen and keep going.        With love,


Small drops of water peppered the note she was reading. Fluttershy let it float to the floor as she averted her attention to the mirror. The yellow Pegasus staring back at her didn’t look sad today, her eyes didn’t hide behind her hair nor was her face contorted in grief. The tears swiftly streaming down her face weren’t borne of pain but of joy, the kind of unrivaled happiness that she had never once thought she would live to feel. Fluttershy didn’t wipe them away. Not yet. A peaceful smile crossed her face, and the pony in the mirror smiled back. With infinite conviction in her voice, Fluttershy broke her silence.

“I can do this”


The following few months were a turbulent time for everypony involved in that fateful day. Rainbow Dash had at last gotten her make-over despite being so fussy and un-specific about what to change. Rarity had dyed the blue stripe in Dashs hair and mane a dazzling glossy silver on the grounds that she was already blue enough, thoughtfully matching that color change on the tips of her wing feathers too. With the simple instruction of combing her hair in the morning and some extra anecdotes on the rules of attraction Dash eventually did snag an evening with her idol Thunderclap from a chance encounter in Cloudsdale.

Having changed not one, but two of her friends lives for the better spurred Rarity to start offering romance counseling for the single ponies in Ponyville. To her eternal amusement Raritys first customer was Twilight Sparkle of all ponies, who sheepishly admitted that her studies weren’t everything in life. Rarity decided that Twilight looked fine the way she was, but had more difficulty changing the overly-analytical pony’s mindset than anything. Despite her constant begging Twilight refused to divulge the botched instructions of the talent swap spell to Rarity, who pointedly complained it would only improve her service.

Fluttershy’s out of body experience was a secret kept between only the three originally involved, and thanks to Rarity she had changed the most from the incident. At her other friends’ questioning she attributed her new attitude to a self-help book borrowed from the library. In a startling act of generosity she moved out of her little cottage and bequeathed it to Pinkie Pie, who had been living with the Cakes in a room above Sugarcube Corner. There were no secrets surrounding her affection for Dr. Whoof either;the two were rarely seen apart. With the veterinary clinic open Fluttershy moved in with him to assist with the jumpy animals often admitted, amongst more passionate reasons.        

Fluttershy continues to wear the wild blue highlight in her hair, a daily reminder of the life she almost missed, and the friend who made it happen.