Again, sorry this took so long. I was a bit discouraged because of the lack of reviews for the last chapter, but I still want to finish the fanfic regardless. Reviews are greatly appreciated though. Thanks.

Chapter 4: The Carousel Boutique

Rarity looked out the window of her famous shop that stood erect in one part of Ponyville. For the past few days she had been busy tending to ponies who had been visiting her shop. Ponies who came from all over Equestria were visiting Ponyville to see Princess Twilight Sparkle come home and decided to visit some of the nearby shops in their spare time. Rarity was glad that she had so much business, but it was tiring. She would have been busy again today, but she closed the shop and reserved the day for Twilight Sparkle.

She looked away from the window and trotted to the large mirrors nearby. "Twilight said she'd be here, but if she has princess duties I wouldn't blame her for being late. Maybe she'll make it up by arriving in a massive carriage in front of my shop, roll a big red carpet to my door, and invite me to go with her to The Crystal Empire." She started day-dreaming about her and Twilight spending the day amongst the Crystal Ponies. "I should look my best when she arrives."

Rarity saw a blast of light and Twilight standing there in the mirror. She turned. "Twilight, it's so good to see you. Where's your carriage?"

"My carriage?"

"And your big red carpet? Do you need mine?"

"No, Rarity. I just decided to teleport here. With all the ponies in town I don't want to cause trouble."

"Hi, Rarity." Spike waved and looked as if he forgot about everything else around him.

"Hello, Spikey." She smiled at Spike, but that smile quickly turned into a twisted frown when she saw Midnight with her hood up. "And what is that?"

Midnight pulled down her hood and scowled at Rarity.

Twilight turned to Midnight. "This is Midnight Shimmer. She's Sunset Shimmer's cousin."

"I'm not talking about her." She approached Midnight with caution. "I mean…what is she wearing?"

"My mentor gave this to me."

"Well, whoever they are, they certainly don't know how to dress you."

"How dare you speak that way about Princess Luna!"

"Princess Luna?" Rarity turned to Twilight, obviously confused. "I thought you said she was Sunset Shimmer's cousin."

"She is, but she's also Princess Luna's student." Twilight leaned closer to Rarity and lowered her voice. "She's from Canterlot."

Rarity's eyes widened at Midnight. "My apologies! I didn't know you were from Canterlot."

"I actually live in the castle."

Rarity's pupils turned small and she started to stutter. "The castle?"

"I train under the Princess of the Night and I even have a room of my own."

"Your room must be gorgeous." Rarity began to daydream again. "I bet you're wearing that old thing on purpose just to blend in so ponies won't notice your Canterlot elegance."

"No, and my room is normal. It's actually a mess."

"But you live in a castle."

"So?"

"You're from Canterlot, you train under a Princess, you have your own room there…"

"And she's my temporary student for the day," Twilight added.

Midnight tensed and Rarity gaped.

"She came to apologize for Sunset Shimmer's actions and study The Elements of Harmony. I thought I could simultaneously see my friends and show her how each element works. Would you like to be generous today, Rarity?"

"Well, I normally charge." Rarity looked at Midnight and yanked off the cloak with her magic. "But since you're from Canterlot Castle, I'm feeling extra generous today." She tossed the cloak aside. "First, let's get rid of that thing."

Midnight had a look of worry as she stared at the cloak.

"Oh, your mane is nappy and your coat is so pale." She took one of Midnight's hooves and observed it.

"It's periwinkle," she corrected.

"It's like you don't get enough sunlight." She put down the hoof. "We'll start with your hair though."

Rarity walked over to a secluded area with Midnight reluctantly following. She looked at the cloak lying in a corner.

"You okay?" Twilight asked.

"Yeah." She turned away from the cloak.

Twilight giggled. "You'll like Rarity."

~XOXOXOXO~

"Don't you look gorgeous?"

Midnight stood in front of three large mirrors and gazed at herself. Rarity hadn't spent too much time on redoing her mane, but it went from her cousin's look to a pattern of black waves with cyan streaks. Her mane reminded her of Princess Celestia's mane and how it was wavy and flowed with the colors of a rainbow, except her mane didn't have the rainbow colors. It was still black like the midnight sky.

"Wow, Rarity. I'm impressed." Midnight shifted positions so she can see Rarity's work from different angles. "I actually like this."

"Thank you, darling. You really needed it."

"Yeah, I heard for like the billionth time." She was annoyed at Rarity's remark, but maintained a smile that said she appreciated what Rarity had done. "No one has ever done this for me."

"It's the least I can do for someone who lives in Canterlot Castle. Just don't get it wet. It'll turn back to normal."

Midnight stepped away from the mirrors and looked around the room, worrying about Ebon. "Where's my cloak?"

"Oh, that old thing? You don't need that. I can make you a new one upstairs."

"But…"

Twilight giggled behind her. Spike was on her back with crossed arms, obviously uneasy that Rarity was starting to take a liking to the unknown enemy. While Rarity was doing her mane, Rarity talked with Twilight as if they had been friends for a long time. They talked of books, clothes, painted hooves, and living as a Princess while sharing laughs in between. Even Spike joined in once in a while whenever his eyes weren't on Midnight or Rarity. Their conversations were a bit foreign to her as if they were speaking another language. It was one of the few things Midnight couldn't understand.

The four finally reached the top of the stairs, and Midnight looked around the room. The room was fancy and neatly organized. There were manikins and different kinds of fabrics everywhere. There was a sewing machine, a drawing pad, and an elaborate bed that was fairly large. Midnight wasn't the least bit jealous, but she was amazed at Rarity's organization among all the materials she uses for her designs.

"You've been busy," Twilight said.

"After we got back, this place has been so full. I had to work my precious hooves all day."

"Aren't you tired?"

"Nonsense. I enjoy it."

While the two were talking, Midnight looked around Rarity's room. She didn't seem to notice that she was snooping around and noticed a drawing of an elaborate gown on the drawing pad. It looked more like a blueprint than anything else to Midnight. She looked up and saw an unfinished dress on the manikin in front of her.

"Is this what she does for ponies?" Midnight said to herself.

She looked around at some fabrics and started thinking to herself, creating images in her mind.

"I hate to say this, Twilight, but sometimes I feel like I'm running out of ideas." Rarity and Twilight were still holding their conversation.

"Do you have a fashion catalog or something?"

Rarity gasped.

Midnight turned and saw Twilight and Rarity staring at the air above her head. Midnight looked up and saw images of dresses, blouses, skirts, and suits in various colors, sizes, and textures coated with Midnight's navy blue magic. She hadn't realized until now that when she was thinking of different combinations of outfits, they materialized in the air of Rarity's room. She looked back at the two ponies. "I'm sorry. I'll get rid of them." The glow in her horn started to fade.

"No, no." Rarity galloped over to Midnight even though she wasn't that far from her to begin with. "I can use these. I love them."

Midnight smiled at the slight credit she received and at the fact that Rarity was going around her room, looking at the air above her. She heard Rarity say things such as how she can use one outfit today, another tomorrow, and not worry about all the overwhelming amount of ponies that would possibly come later in the week. She closed her eyes.

"What is that?"

Midnight opened her eyes and noticed that Rarity was looking at a blue blouse with a green skirt. "I don't know. Something I just thought of?"

"Plaid does not go with polka dot."

"How am I supposed to know that?"

Rarity took a quick glance around the room. "I admit that not all the outfits were good, but some of them are splendid. You did well." She walked over to one. "Like this one over here." She reached for a gold outfit.

"Don't –"

When Rarity grabbed the image, the outfit faded away. Soon enough all the outfits faded, and Midnight's horn stopped glowing.

Rarity looked around. "What happened?"

"They're not real," Midnight confessed as if she broke one of Rarity's mirrors. She tried to explain. "They're illusions; manifestations of the images in my mind. I didn't realize you're able to see them too. I need more control of that."

"I get more and more interested in your spells every minute," Twilight said.

"That's quite all right," Rarity told Midnight. "Your ideas gave me brand new ideas. I can make more outfits now. Thank you very much, Midnight."

"You're welcome."

"Now about your….cloak."

Midnight tensed and her pupils turned small. "Ebon!"

"Ebony what?"

Midnight raced down the steps. She picked up the cloak that Rarity threw in the corner and shook it around with her hooves. She gasped when nothing fell out of it. "He's missing!"

The two other ponies stopped beside her. "What's going on? Who's missing?" Twilight asked.

"My pet; I brought him along with me. He was sleeping in here and..." She looked out Rarity's window. "Maybe he got lost in the crowd."

"Too bad," Spike said while crossing his arms.

"We'll help you find him," Twilight said.

Spike looked at her with wide eyes. "But Twilight, we can't."

"Why not, Spike?"

"Because…" His voice trailed off.

"You can't go out like that, Twilight. I'll go get something for you." Rarity went up the stairs.

"You don't need…" Twilight tried to stop her, but Rarity was already gone.

Midnight walked past Twilight and was about to go up the stairs. "I'll tell her. You can stay down here."

This is my opportunity to get Rarity alone.

"Oh, no." Spike hopped off Twilight. "I'm coming with you. I'm not leaving you alone with Rarity."

Midnight sighed, disappointed that her opportunity was gone. "Fine, let's go."

They both went up the steps. Spike kept a careful eye on Midnight, but she just ignored him. He continued to watch her when Midnight stepped into Rarity's room and approached her from behind. She was at the sewing machine with a large silver cloth in front of her.

"This will only take a minute," She said.

"Rarity." Midnight looked down at Rarity's work and remembered how she came up with similar images just a moment ago. She admired Rarity's natural talent to create with her bare hooves while she only made illusions. For a moment, she wasn't sure which was more impressive.

"Rarity," she continued. "That's awfully nice of you, but Twilight doesn't need it." She paused and looked around the room. There were various outfits everywhere and Midnight wondered how long it took to make them all from scratch and if they were for the customers. She looked back at Rarity who was still concentrated on her sewing machine. "Don't you make things for yourself?"

"Of course." She stopped to inspect the cloth and her facial expression said that she wasn't satisfied. "It needs something."

She and Midnight looked around the room until there was a small cape with crimson lining. The lining shone brightly from the sunlight of a nearby window. Rarity walked over to it. "This is where I keep my outfits." She took part of the cape and tore off the lining.

Midnight eyes grew wide. "Wasn't that yours?"

"It's okay." She took the lining and attached it to the ends of the silver cloth. "I can always get more."

I don't understand.

Midnight stepped closer to Rarity, and without thinking, started to help her.

~XOXOXOXO~

When the two were done they admired the cloth which was now a cloak for Twilight. Rarity used her magic to pack the cloak away in a gift bag. "I'll give this to Twilight on the next special occasion."

"It would make a wonderful gift, Rarity." She started to make her way down the stairs where Twilight was waiting.

"Midnight?"

Midnight stopped and turned towards Rarity.

"Thanks for helping me." Her gaze fell to the floor and she lightly swiped one of her front hooves across a rug she was standing on. "You know, ever since Twilight became an alicorn, I've been the only unicorn among my friends. It's nice to be with another unicorn my age again."

Midnight frowned and suddenly felt sorry for Rarity, but it only made her dislike of Twilight a bit stronger. It sounded as if Twilight's change had left Rarity alone. Midnight understood what it felt like to be alone and forgotten, but she didn't want to think of that now, she thought of Rarity and her great generosity towards ponies.

Midnight smiled at her and didn't regret it. "No problem."

~XOXOXOXO~

"Did you finish?"

Twilight, Rarity, and Midnight stood in a small circle with Spike on Twilight's back again. The three ponies were chatting, and Midnight momentarily forgot about everything else. "Midnight convinced me otherwise." Rarity told Twilight.

"I assume you two are starting to bond." Twilight looked back and forth between them until she focused her gaze on Midnight. "Now, about your pet…"

Midnight stood stiff at her pet's name, but the conversation she had with Rarity earlier had made her less worried about him. Something told her that he was not harmed. "Yes. Ebon."

"You will meet your second wielder of one of the Elements of Harmony." She tried to sound like a real princess. She stood up straight and looked at Midnight right in the eye. For a moment, Midnight thought that Twilight actually cared, but the thought was quickly brushed aside. "She is also very good with animals and should know how to find Ebon."

I will say this now. Please keep in mind that this story takes place after Equestria Girls, but before the events of Season 4. I just thought I'd make that clear so that no one would be asking later.