Eponine heard a woman's laugh in the hall. She opened her apartment door, curious, and to her dismay, saw Marius hand in hand with a slender blonde woman wearing a bonnet and a lovely dress. Marius caught sight of Eponine and waved.

"'Ponine!" he cried happily, "Come meet my dear friend Emmanuelle!"

Eponine slipped out of her door and approached, suddenly very conciuous of what she was wearing. "Bonjour, mademoiselle," she said kindly with an attempt at a curtsie.

Emmanuelle looked her up and down. "Bonjour," she said. Eponine noticed that she raised her nose just a little higher in the air.

Marius put an arm around Eponine. "Emmanuelle, I've told you about 'Ponine. She's my very dearest friend!" Marius looked so pleased, standing between the two women, the first in a gown fit for a queen and the second, in rags.

Emmanuelle did not say anything.

"Well, Emmanuelle and I were just about to go to the Opera," Marius told Eponine.

"That sounds exciting," Eponine said, trying to fake a smile, however she was stung.

"Yes, very exciting," Emmanuelle drawled, "But Marius, we must be going, don't you think?"

Marius smiled. "Yes, my dear." Eponine felt a stab at her heart from the affection in his voice. She'd never even heard of Emmanuelle before, and all of a sudden, she was "my dear"?

Marius added as an afterthought, "I was just thinking, maybe 'Ponine, would you like to come with us?"

Eponine stared at him, incredulous. Emmanuelle's jaw visably dropped. "I have nothing that I could wear, Monsieur, but thank you." Eponine told him sweetly. Emmanuelle looked relieved.

"Oh, I'm sure Emmanuelle has something she could loan you, don't you my dear?" Marius looked at her pleadingly.

Emmanuelle didn't bother to hide her dissatisfaction. "I suppose I can find something old in my closet. I mean, mademoiselle, you are of a larger size than me, but I must have something." Marius looked at both the women's wastelines, and appeared confused, but he said nothing.

Eponine sighed. "I would love to go," she said after a second, and was pleased to see Emmanuelle's face fall, "just let me get my jacket."

Eponine slipped back inside her apartment, and took her jacket off of her bed. Nobody else was home, as was usual. She didn't know what to feel at that moment. Marius in the company of that awful woman pained her, especially seeing how pleased he was to have her around, yet he still demonstrated that he enjoyed Eponine's company. She felt tears welling in her eyes, but she forced them back and shrugged her jacket on. She was just about to leave again when she heard the raised voices in the hall.

"What are you thinking, Marius?" Emmanuelle snapped, "She won't know how to behave. She'll embarrass us in front of our friends!"

Marius' voice sounded annoyed. "If there is anyone in the world who knows how to act, it's Eponine. She can handle any situation with grace." Eponine was flattered at the little compliment.

"What will everyone think?" Emmanuelle demanded.

"Joly, Grantaire and Enjolras all know her, and none of them has a bad word to say about her." Marius retorted, and Eponine felt her stomach sink. Enjolras was going? She tried to think of an excuse to give Marius so she didn't have to go, but she could think of nothing that he couldn't counter.

"They'll all have dates, Marius! She will have no escort!" Emmanuelle shouted. "It's improper!"

"We'll figure something out, I'm sure. Eponine is coming, and that's final." Marius told her firmly. Emmanuelle did not reply. For a moment, Eponine felt herself more stung than before. Enjolras would have a date. She didn't know why she cared – the man disgusted her, didn't he? But somehow, it bothered her deep in her heart. She shoved the thought away and stepped out the door.

The trio made their way to Emmanuelle's home, only a few blocks down. She was slightly older than Marius, and she lived with her brother, who mostly let her do as she would. Inside, it was warm and frilly. Eponine found herself feeling enormously uncomfortable. The only other upperclass apartment she'd been in was Enjolras', and his seemed so much more welcoming.

"Come with me," Emmanuelle growled, grabbing Eponine's hand and dragging her into the bedroom. Emmanuelle began to dig through her wardrobe, scooting gown after gown aside. Eventually, she pulled out a powder blue dress decorated with silver beads and ribbon. Eponine looked at it a moment, finding it much too gaudy, but Emmanuelle said, "this one will do," and thrust it at Eponine. "Get dressed." She snarled.

Eponine didn't even know where to begin. There were ribbons and ties and buttons and sashes all over the dress, and she had no idea which went where.

"Pardon me, mademoiselle, but I have never worn anything so complex as this." Eponine said, trying not to sound too stupid.

Emmanuelle sighed and wretched the dress back from her. She undid some of the buttons and laces. She ordered Eponine to undress, and then helped her into the gown. There was much tugging and pulling, but eventually, Eponine felt Emmanuelle pull the dress into its final resting place.

"It'll take more than that to make something special out of you," Emmanuelle growled, grabbing a comb off of her vanity. She yanked it through Eponine's hair violently, pulling out the knots, but then she knotted it again strategically around Eponine's head in an elegant braid. Eponine glanced at her reflection in the mirror and began to feel like a real lady for the first time in her life. Her memory flashed back to the time that Marius had caught her pretending, standing in front of the mirror wearing her ragged green dress. Her father had long since sold it.

A moment later, Emmanuelle was dabbing powders and creams onto Eponine's face, the smells of which were repulsive, but Eponine did not react.

Shoes, gloves, a hat and a woolen overcoat followed. Emmanuelle handed Eponine a little beaded bag in which she stuffed her old, ragged, threadbare clothes. She stepped out of Emmanuelle's bedroom, and Marius stared.

"'Ponine, you look absolutely stunning!" He cried. She smiled brightly, almost daring to believe him.