Chapter 3

The night was filled with stars as Fluttershy trotted through the most beautiful garden she had ever seen. It was so full of wildlife and some of the most stunning flowers she had ever seen, she wondered if this was even real. Butterscotch had been absolutely right about this place: it was a sanctuary that would be perfect for so many animals that didn't have a means of getting to her own. It was the perfect safe haven for many of the adorable little critters of the Everfree that just wanted a peaceful, happy life.

She had to wonder how it was that she had never seen this place before, or how it was that it had evaded so many of the plights that the area had been prone to.

But at the same time, she was so happy it had that she had very little concern over its means of protection, and that was more than enough. These animals had a safe home to rest in, and that was all that really mattered.

She walked through the open clearing, smiling brilliantly at the mass of animals all gently snoring and resting under a peaceful sky. Once she reached the far end of the sanctuary, she shuffled under the branches of a tree until she came to the wooden door, where she let herself in and was greeted by the gentle glow of the warm fire. Just inside the literal tree house, Butterscotch had been preparing a small salad for the two of them, a sort of midnight snack now that every other little critter had been put to sleep.

She was happy that he understood what this kind of life was like.

She accepted the wooden bowl, and began to gently nibble on the really nice food, finding a place to sit next to the bright yellow stallion. He ate his food in silence as well, and even though the two were utterly exhausted from the long day of hard work, she could still feel the fire in his eyes. The way he looked at her made her feel feelings she wasn't entirely sure the name of, but it had a similar result to the feelings she got taking care of animals. She caught him sparing fleeting glances at her from time to time, either when they were working or when they had a moment to sit down and relax. Even now, she could see his bright blue eyes cast longingly on her.

It tied her stomach in knots.

She flashed him a warm smile and leaned against him, her smile growing more and more pleased with how events were unfolding. She was very much looking forward to working with this amazing stallion to make this second sanctuary every bit as amazing as it could be.


Spike was a little concerned when Twilight was a no-show for dinner, though he probably should have suspected as much: if he had gone on a date with Rarity, he'd make sure to have given her the best dinner ever. Then again, as the night wore on, he grew more and more restless, and he worried over how well she was enjoying herself, if at all. He considered heading back to that stunning palace to check in on her, until he stopped himself.

'How would I feel if she interrupted my special moment with Rarity with her fretting?' He had to ask himself, doing his best to be as mature as possible. He knew it was time for him to actually grow up, and as much as he hated it; he had to admit that there weren't a lot of situations that Twilight couldn't pull herself out of.

So he opted for the mature thing to do, and made himself a plate of food, then shared the rest with Starlight, who had invited Trixie over, now that they had the castle to themselves. He went to bed shortly after, as he had had enough excitement for one day.

He crawled out of his room the next morning, bleary eyed but ready for whatever was getting thrown at him. Much to his surprise, very much so considering he had overslept, there wasn't a soul within the crystalline walls, and his claw steps resounded through empty halls. He tapped a claw to his chin, then flew off to the kitchens, thinking maybe Twilight had just been reading while she ate. He pushed the doors aside, and was greeted by a deathly silent room, which did nothing for his search.

He turned and immediately left the kitchen, making a beeline for the Princess' room, knocking on the door and pushing it open without waiting for a response. The room was empty.

He drummed his fists against his thighs as he tried to think of what to do; whether he would even be able to save Twilight from this guy, or if he should even try. By now, he was sure that somepony would have noticed that she was gone, and with how close the girls were, surely they would have already sent out a rescue party. Still, it didn't hurt to see, maybe Twilight was just running really late and had the spend the night over at his place. . .

Yeah, that was probably it. He scoffed at his immediate assumption, took a moment to relax and finally turned around to get on with his chores.

The chores were surprisingly easy, as nothing had been happening in the castle for most of the day yesterday, and with Twilight still gone, he found himself utterly bored and in desperate need of something to do. He sat at the massive map, staring into space as he contemplated the carious things that he could do: but the more he thought about Twilight's date, the more his mind turned towards his own prospect. Perhaps Rarity was in need of some assistance?

He smiled to himself and bolted door the front door, intending to get to her colorful Boutique as soon as he could. It sounded justified to him: if even Twilight had decided to get in on the dating scene, then there was no reason that he had to be subtle with Rarity anymore. . .

As much as he wanted to be brave, he couldn't shake the queasiness in his stomach at the thought of actually asking the most gorgeous mare in Equestria out on a date. Perhaps he was taking the right approach all along, and things might end up better if he took it slowly and warmed her up to the idea. He nodded in conclusion, opting to take the careful route, as he knew that the fashionista would likely hesitate. Shutting the large castle door behind him, he flared his wings and crouched down to take off, thinking of what he was going to try to achieve today.

Thanks to Ponyville's awesome weather team, the skies were clear, with only a light sprinkling of clouds hiding off in the distance. He had very much grown to relish the open skies, now that he was no longer landlocked, and he felt his heart race at the opportunity to share this euphoric feeling with Rarity someday. The creeping thought of using his wings to impress her slowly took over, and grew into an enticing idea: if she showed some hesitation, perhaps he could show her something else he could offer her. He could give her another opportunity to fly through Ponyville.

He liked that.

The Boutique came into sight rapidly, so he slowed down his headlong flight and gently touched down before the door. He wanted to say that it was because of his race here that his heart was nearly in his throat, he really did, but that gripping fear in his head was probably to blame.

A shaky claw reached to the door, closing into a fist as he lightly tapped on it, though he had intended to actually knock. He gulped down his anxiety and hit the door a little harder, then forced himself to open it up and go inside.

He passed through the portal, nearly tripping on his tail as he lost nearly all the courage to go through with his plan. He knew that he decided not to go straight to the question, but the fact he'd considered it was finally catching up with him, and he feared he might grow cold claws over this. Still, he managed to barely power through the trepidation and he slowly shuffled his way into the large room lined by Rarity's life.

"This looks lovely, Rarity." A voice boomed from just upstairs, getting Spike to finally realize he wasn't alone, and that things were about to get a lot more complicated. "But I must insist that you come with me to my estate: I could show you what the other talent in the fashion industry has. And in return, perhaps we could share some gossip about the current state of affairs in Canterlot?"

"Well. . ." Spike heard Rarity chuckle, which was then filled by a pause in which the silence stopped his heart. She actually sighed, and then agreed to follow this random nopony back to their house, giving the purple dragon enough courage to head his up the stairs before anything happened to ruin his only opportunity with the mare of his dreams.

Sprinting up the stairs, he paused just before the door to her room, hiding in the shadows of the spiraling stairs so he could gain his composure and not look like a total fool. Just as the hoofsteps started to leave the room, he straightened his spines and stepped through the doorway, his eyes easily falling onto the visibly flustered mare, who glanced down to him in surprise. "Spike! I didn't hear you come in, darling."

"Oh, well I thought that since Twilight's out doing her own thing, and with nothing really to do at the castle, I could stop by and see if you might want some assistance with work." He then turned to face the newcomer, a deep charcoal gray unicorn that he'd never seen before. In the half second he cared to actually study the guy, Spike thought he looked like bad news: his coat was too dark, his midnight blue mane screamed trouble with its roguish charm, his devious smile as he looked down on the smaller dragon, his contrasting sky blue eyes that sparkled with secrets that Spike couldn't care less about. This guy was bad news, no doubt about that, what would he want with Rarity anyways?

At the admittance to his situation, Rarity shuffled in place for a second, his gaze cast downwards as she contemplated her choices. Eventually, she seemed to settle on her decision, and she looked up to him with a sad face that immediately shattered the young dragon's heart. "I'm sorry, darling; but Unholy Gem here has offered to whisk me off to a lavish estate of his in an opportunity to expand my knowledge of the finer arts even more."

". . .oh, okay." Spike deflated as he stepped out of the way, letting the two trot down the stairs to begin their travels.

Unsure about what to do, he sort of wobbled his way behind them, unintentionally giving them space to leave him with the Boutique. It wasn't until the pair had stepped outside that he finally got his brain working again, which left him with a wave of distrust over just who this guy was supposed to be, stealing away his Rarity like that. He needed to know just what kind of competition he had, so he set his shoulders and dove out the nearest window, hiding in the bushes as he kept his eye on the contrast unicorns.

He may not have been the best at stealth, that was Rainbow Dash's job when they played Ogres and Oubliettes. That said, he still thought he was decent enough at staying hidden for this to work: which was all that mattered. He needed to follow those two to this random pony's 'estate' so he could get a feel for how he was going to have to up his game.

He crept along, dashing around in bushes or around corners as Rarity and her escort made their way across town, until it became clear that wherever they were heading, it wasn't in town. He stayed hidden even though his unease was growing and it became harder to find reliable hiding spots as they left the limits of Ponyville. He recognized the path they were taking as an older trail that led towards the boundary of the Everfree, one that he doubted was used very often.

With the memory that Twilight had also followed a guy towards the edge of that forest, he kept every sense on alert for anything that seemed off.

He followed as the two crested another hill, until he had to stop with the pair still sitting above him. He shifted in the bush he was hiding in, wondering just what it was that was stopping them, until he finally got to a better place to sneak a glance. His confusion vanished as soon as he saw the gaping surprise plastered on Rarity's face, telling him all he needed to know: she was staring at this guy's place. Just like Twilight had been.

He got a lucky break when this guy led her down the other end of the hill, letting him crawl out of the bush and stretch his aching legs. He didn't really envy anyone that had to sneak around anymore: it was hard work. Still, his mission wasn't over, so he slipped onto his belly and inched forward until he could peek over the hilltop, where he finally got to see his competition.

Resting atop the next hill over, which both Rarity and this Unholy Gem character were climbing, was what Spike would only be able to describe as the pinnacle of regal luxury. This place wasn't nearly as big as the palace that Twilight got to chill in, but he was certain it was as respectable inside as that one. The walls were built from a patterned stone foundation, which cut to sections of smooth stone split by large wooden beams jutting from the foundation like trees rising from the earth. Centered in each regional square, he could make out items from various rooms peaking through clear windows. A chair here, potted plants there, what might have been a kitchen counter through that open window.

The slanted roof was made from dark brown shingles, crowned at the top by a great stone-brick chimney that was spewing out firewood smoke in a constant stream. Whoever this guy was, he had left a fire going while he left to fetch Rarity, and the carelessness of it only heightened Spike's distaste for him.

His attention snapped to the pair of unicorns who were entering through the open gateway, which had previously been blocked by a silvery iron fence. He frowned when the door shut right behind the two, leaving him stranded outside with no way of knowing what was going on inside.

Then his eyes drifted back to the open window, and he thought of a way to keep Rarity safe, and a means of judging how much of a threat this dude actually is. He scrambled across the open clearing between the hills and threw himself against the wall, suddenly very grateful that he had a scaly hide, and snuck his way over to the open window. Nopony was in the room, as far as he could hear, so he pulled himself through it and fell into what was a rather depressing kitchen. This guy obviously had no clue how to cook, which was good for Spike: Rarity was sure to appreciate somepony who could make the most delicious and romantic of dinners. He reached back and put the window back where it belonged, then carefully stepped up to what looked to be the door out of the kitchen.

Pressing an ear against it, he listened for the booming voice of Unholy Gem, figuring that it would work in his favor when he needed to avoid being discovered. Nothing.

He pulled the latch, and slipped into a hallway. His clawed feet sunk into the most amazing carpet he had ever stepped on: which was going to be pretty tough for him to compete with. Twilight's castle wasn't exactly the most homey place to live. He turned and scanned the hallway, frowning at the luxurious paintings donning the walls, until he noticed a tray of items on a table just across from him.

Pulling the bottled liquid from the tray, he popped the cork and took a sniff, but quickly gagging at the awful scent. The bottle was immediately returned.

The hallway was simple: with just the kitchen along one wall, and a set of stairs going up to the second story on the far end. Just a few steps to his left, it opened into what appeared to be a formal dining area, with a heavy-looking wooden table surrounded by plush dining chairs.

He scuttled into the dining area, feeling the warmth of a fire bleeding into the room from the next opening. He spared the room a quick glance, though he knew this shouldn't be too hard to beat, and found the relaxing atmosphere to be pretty effective, and it became increasingly harder to leave the more he stayed in the room. Still, he knew he had to push on, so he rushed out of the room, even though his legs were begging to just sit in one of those nice chairs and relax a bit.

He felt the oppressive serenity begin to release him the moment he stepped out of the room, though his mind still felt a little sluggish until a cleansing voice finally cut through the grogginess and brought him to his senses.

"I do just so love the aura around this place, Mister Gem: it feels so relaxed and peaceful, like I could just slip into a comfy robe and let my mane loose while I read a good book." Rarity said with a heavy sigh of relief. Spike stared straight forward, where the voice was coming from: where both Rarity and Unholy Gem were standing, both perched just in front of a crackling fireplace. His eyes snapped open as wide as they could possibly get, and he instantly froze in fear of being caught inside the same room as the two he was supposed to be hiding from. At least they were looking into the fireplace, which got them facing away from him, and with the carpeted floors, he managed to silently creep his way back into the dining room.

Unfortunately for him, that meant that he found himself being held down by some strange affliction making him unbelievably relaxed. He had to fight to keep his senses alert now that he knew just how close the two ponies were, and with the adrenaline of nearly being caught pumping through his veins, he was able to hold off the strange effect and did what he could to find a way to avoid the two from finding him. The ceiling was too low to hide up there, and he doubted his ability to maintain enough focus to stay up there with whatever effect the dining room had on him.

That left him with only one real option: back out the dining room and into the hall.

So he slowly began to backtrack through the modest room, until he found himself in the rather dreary kitchen, while the booming voice of Unholy Gem inching its way into the dining room. Spike kind of hoped that whatever was effecting him in there would also take hold of that guy, stopping him from trying to steal Rarity from him. But at the same time, he was also a little worried that it might effect Rarity, who would then be trapped in their as well, making him unable to show her the light. . . though it would give him the opportunity to sweep in and save her. . .

He shook his head, which was already functional again as he shuffled back into the hall, removing that unnecessarily rude thought from his head. Who would willingly do that to somepony that they care about? He wasn't going to be that kind of guy.

The voices were now in the dining room, which forced him to back away even faster now, until he got back to the kitchen door. He considered continuing on until he got to the other door at the far end, but he had no clue what was on the other side, and he wasn't entirely sure he wanted to risk it just yet. At least with the kitchen he knew that he could just hop on out the window if things got dicey, so he jumped over and launched himself into the kitchen, hoping that his intrusion stayed relatively easy.

With the two in the dining room, he knew he had some time, so he pressed his ear against the wall and listened to what was happening, suddenly finding himself very glad that Unholy Gem was such a loud pony.

"I try to stay out of this room." The voice resounded surprisingly well, despite the distance and obstruction. "As you can already see, it tends to make any occupants rather cozy, and leaving is always a chore. I'm not entirely sure why my family made this room this way, or even if they did in the first place, but it's been more than enough of a reason for me to eat all on my lonesome."

There was a pause, in which Spike was sure that Rarity offered some insightful commentary on the room. The charcoal unicorn followed up: "Yes, I usually just eat somewhere else. Now, the entire reason I asked you to come here is so that we could share some knowledge, and I have had some of the finest linens of our homeland brought here for your inspection. I've heard that you are quite the expert in Equestria, and perhaps these could prove to be beneficial for your inspiration, as well as approval of our methods."

Spike listened with growing worry as the voice worked its way down the hall, though his fears were unfounded as it continued down the hall and towards the door on the far end. He followed across the room as best he could, but the hall was longer than the kitchen, so he was stuck listening in a corner. The two ponies must have passed beyond the door, if the silence was anything to go off of, so he felt comfortable enough sneaking his way to the door and keeping his ears strained for any noise.

When silence was all he got from the hall after a few seconds of waiting, he silently slid the door open a hair and peeked through, greeted by an empty hall.

His heart flooded with relief, and he could feel it slowly dropping from his throat as he pushed the door fully open and made his way towards the far door. He could here things moving about beyond it, but he still wasn't quite certain what was happening, so he stopped at the door and listened intensely. The sounds floating around in there were from magic, he knew that from his life with Twilight, but he was still worried about what was going on.

Peering at the door intently, he appreciated that this door had a random keyhole, though he was certain that it was never used. Still, a keyhole was something that he could use to peek through a closed door, and that was exactly what he did: but his vision was obstructed by the rear end of a stallion. It was truly a sight burned into his nightmares for the rest of time.

He flinched from the door and had to viciously wipe at his eyes, doing whatever he could to erase the burning sensation, though he knew this was a torturous event that would cause him misery for the rest of eternity.

He hesitated for a second, then gathered the will to rise from the ground, even if he was unable to find the strength to try his luck at the keyhole again. He settled into a cautious sitting position by the door, ready to move at a moment's notice: though he wasn't sure whether he would need to move away from the door or near it.

That uncertainty was answered just a few seconds later, when a resounding crashing noise came from behind the door, along with a terrified squeal and a shriek of alarm. Something was going on in that room, and he couldn't remember the last time he had heard Rarity scream like that. She had to be in danger, and that was something that he could never just allow to happen: so he charged forward, giving the most courageous roar he could, and rammed himself against the door, bruising his shoulder and cracking the wood.

Splinters flew into his face, but he wasn't letting anything stop him from breaking down this door, so he backed up and rammed it again, feeling his shoulder protest the abuse, while there was a rummaging sound from beyond the door. The door gave away on his third attempt of battering it down, sending splinters and scraps of wood flying inwards as he broke his way through, resulting in a shower of wood pieces falling on his as he rolled and did his best to recover.

He looked up from his kneeling position just in time to see Unholy Gem helping Rarity up from a mountain of fabric, both ponies staring at him in terror that some intruder had broken down the down. Seeing Rarity in one piece did wonders for the dragon, though her surprised and slightly terrified look very quickly shifted into one of frustration and disappointment.

"Spike, just what were you thinking battering against that door like that?!" She exclaimed, stepping out from the fabrics and approaching the shrinking dragon. Her tone bit into him in a way he didn't think was possible, and the way she was glaring at him was only serving to destroy how he was hoping things were going to go. "You nearly gave us a heart attack thinking that some brute had broken in and was trying to get to us! Not to mention why you are even here in the first place, when you weren't invited!"

He tried to back away, but her accusing glare kept him rooted to the spot. Things certainly weren't going to go well for him.


An intense humming filled the happy little bakery as Pinkie went about baking some of the most delicious treats for the surprise party she had planned for Happy Days. That guy was truly something special, and after giving her complete access to this super awesome bakery he had hidden away: there was just no way she could let this opportunity go to waste!

Especially not since he had to go run some errands, and had left her in charge of keeping an eye on the cakes.

Speaking of cakes, she rolled her way across the linoleum and threw herself against the glass oven door: sticking one bright pink eye against it to watch the rising cake. Things were going along just fine, so she didn't need to worry just yet, but oh boy was her stomach really craving some of those delicious goodies they had spent the entire morning preparing. Who would have thought that she would have been able to meet yet another food and party enthusiast? First she thought she was the only pony who knew how to make the best of parties, then she met Cheese Sandwich, and now she found another pony! This was truly turning out to be the best week she'd had in quite a long time.

She hummed and bounced back to the counter, where a baker's dozen cupcakes were cooling and half being already frosted. Well. . . those turned into a dozen as one of the finished ones was instantly slurped up and gobbled down whole: she really did love her treats.

The cupcakes were easy enough to frost, as if she hadn't done that a million times before, if only she knew what it was that Happy had wanted done with the cakes, which were just about ready to be pulled from the oven. She tapped her hoof to her chin, then decided that she might as well make things easier for her: she started to put things away, wondering just what life would be like if she accepted his fun little proposal.

It had its ups and downs: she would finally have her own bakery, complete with a whole lot of supplies, and she wouldn't have to rent a room from the Cakes anymore. But she also wouldn't be able to help Mrs. Cake raise her two adorable little fillies, which was a pretty big downside. And being so far from town meant that she would probably have a more difficult time making preparations for everypony's parties.

But still . . Happy was pretty fun to hang out with, and she knew that having a special somepony might be pretty enjoyable. She could think of a few more benefits of having that hunk of a stallion in her life as well. . . but she knew that this was the kind of thing that she would definitely need to bake a few more cakes over before she could even hope to come up with some kind of decision.