"Oh, Twilight, everything is simply a mess!"

Rarity, her mane resembling a violet palm tree, zipped from sewing machine to dress form to shelves, measuring, cutting, stitching, and embroidering, seemingly all at once. Viewing the alacrity of the white and purple blur was enough to make Twilight's head hurt.

"I'm simply a mess!" Rarity continued, giving her mane a disparaging upward glance before neatly attaching the third of three buttons to a sleeve. "I've been working nonstop, day and night, or I would be if I didn't keep falling asleep."

"Can't you take an extra day to rest up?" Twilight said, eyebrows cinched. "You're not doing yourself any favors by keeping up that kind of pace."

"But Twilight, I just can't." She dashed between snipping a ribbon at an angle and switching her sewing machine to a backstitch. "Hoity Toity's client has moved her deadline back by two days. It's bad enough that I have to rely this much on machine stitching, but if I did everything by hoof, I wouldn't have the slightest chance of finishing on time!"

"You can't reduce the number of dresses you're making, I assume?" Twilight tilted her head at a spool of thread that had been set spinning in place by the thrust of an errant needle.

"Perish the thought!" Rarity took a moment to run a damp handkerchief across her brow before returning it to the myriad of bobbins, needles, pincushions and so forth that were continually encircling the room. "I promised Hoity Toity thirty dresses in thirty days, and I shall not renege on that promise. That the time frame has shrunk is immaterial. You understand what a boon this will be to my career, Twilight, don't you?"

Rarity gasped as the formerly twirling thread launched away from her and towards Twilight.

"Have you thought about asking for help?" Twilight asked brightly. "If you showed me what to do, I could–"

"No, no!" Rarity, aghast, slapped Twilight's magic away from the thread with her own before placing it into the carousel of sewing odds and ends. "I apologize, Twilight; what I mean is..."

"Well, what about Fluttershy?" Twilight sucked on her lower lip, apparently unperturbed by the slight. "Or even Pinkie?"

Rarity's face twitched slightly. "Pinkie is far too... Energetic. And while I respect Fluttershy's abilities with a needle and thread, our opinions on fashion differ far too much. This order must reflect my vision, Twilight, do you understand?"

Twilight mulled that over a moment. Rarity cut her off before she could reply.

"I was, however, hoping to ask you for a different sort of help; specifically, the magical kind."

Eyes brightening, Twilight leaned towards Rarity. "Of course, Rarity! Just name what you need and I'll be glad to help!"

Rarity allowed herself a brief smile. "You see, the main problem is not the time, but my energy levels. I've fallen asleep mid-stitch before, and every time I do, I have to pick everything up–" she motioned to indicate the whirling circle of sewing supplies– "and sort it out before I can begin anew. It wastes so much precious time, you see."

"I don't know," Twilight said with a frown. "You have to stop and take a break now and then or you'll burn yourself out! How do you even find time to eat?"

"I'm on a diet," Rarity replied primly. "Which is to say Sweetie Belle is doing the cooking." She groaned. "Oh, I know I've made an awful muddle of things by taking on this much at once, and I dare say I shan't endeavor to do so again if I can ever help it, but I must finish this order in the next five days, or I'll be ruined!"

Twilight sighed and scratched the back of her neck with a hoof. "Well, I can think of a few spells off the top of my head that might help. But there's no magical replacement for sleep. You need to make sure you rest if any help I provide is going to do you any good."

The sewing machine snagged on a tightly curving seam, and Rarity bit down on her lip, face turning red as she fought to keep a lid on her anger. "I understand, dear," she squeaked through clenched teeth.

"All right, then. I'll grab a few books from the library and be right back!"

Rarity didn't even turn her head as Twilight teleported away. It took Twilight but a few minutes to gather the three spellbooks she'd been thinking of and then return to the Boutique. This had been time enough for Rarity to disentangle her tangled thread and begin mending the dress afresh.

"All right, Rarity," Twilight said, announcing her presence once more, "let me run a few of these past you and see what you think." She lifted the books, levitating them in a pale imitation of Rarity's series of utensils that floated in and out of position as she needed them. Clearing her throat, Twilight flipped to a bookmark in the first tome.

"How about Treeleaf's Timeless Trial? I use it for all-nighters. You stay awake for three whole days..."

"Oh, that sounds excellent!"

Twilight frowned. "Er, and then you fall asleep for one. I kind of forgot about that part." She laughed nervously.

"That won't do me any good right now, Twilight, I'm afraid."

"Right." Tossing that book back into her saddlebag, she turned to the table of contents of the next. "Oh, this sounds promising! Sunrise Surprise's Speedy-Speed Spell. The subject becomes able to move at lightning speeds for an extended time. You'd be able to get things done a lot more quickly that way."

Rarity rolled her eyes audibly. "Haste makes waste, Twilight. I require precision, not just speed."

"Good point! How about this one, it's Miracle Mile's Most–"

"Oh for goodness sake, Twilight, just pick one already!"

Twilight dropped the book, blushing furiously at the sudden upbraiding. Rarity turned to her, stopping her work for the first time since Twilight had arrived, and gave her a sheepish smile.

"I'm ever so sorry, dear. Stress."

"It's all right, Rarity. I understand."

Nodding, Rarity turned back to her work. "Just, choose a spell that will give me enough stamina to maintain this pace for the next five days, and let's be done with it, hm? I trust entirely in your judgment of all things magical."

Bolstered by the vote of confidence, Twilight turned to her final book, reading over the spell index carefully. It was an older tome, and moldy around one edge, as it had been handed down to her during her time at the School for Gifted Unicorns by a departing upperclasspony. Due to its dilapidation and general instability, not to mention its malingering odor, she had always treated it gingerly and read it infrequently, a consequence of which being that she was not entirely familiar with its contents. Taking them in now, she became rather excited at the possibilities presented in a number of spell titles. One, at last, stood out to her.

"Bumble Butters's Braying Bastion. This is the one!" Twilight began to vibrate slightly as she read. "The user will gain, for a predetermined length of time, the tireless stamina of a donkey."

"A donkey?" There was a snap as a piece of thread broke.

"Rarity, this sounds great! Think about it: donkeys are known for being cheerful, tireless workers. They can toil from sunup to sundown and they never complain! One dose of this spell and you'll have that same staying power, plus I can adjust it so that it lasts exactly the length of time you'll need!"

"Oh, that sounds wonderful, dear!" Rarity seemed to relax slightly. "But do set it for six days, won't you? Hoity Toity and his client will be coming by on Friday to view my work and I would hate to collapse from exhaustion in front of them."

"That sounds like a plan!" Twilight grinned, then flipped to the page where the spell's text began.

Part of it fell to the floor.

Twilight did her best to keep from moaning in despair, scooping up the tattered parchment and trying in vain to press it back into position.

"Just, uhh... Give me a few minutes to read over the spell and make sure I'm familiar with it!" she said with a nervous chuckle.

"Oh, certainly dear," Rarity said affably, not noticing Twilight teleporting out and then back again. "Take all the time you need. Why, it feels like I've come upon a newfound source of vigor already, and you haven't even cast the spell!"

"Yes, of course!" Twilight said, forcing more laughter. "Haven't even cast it yet!"

Gritting her teeth, she stared at the spell, willing it to pull itself together. Not only was the text three pages long, but various rather important words were smudged or missing entirely. From the context, she was able to deduce many of the omissions, but a few of the smudgier smudges remained painfully obtuse.

Is that 'although' or 'all through'?

"Having any trouble, dear?" Rarity asked, causing Twilight to shift the book behind herself. The loose page floated free once more.

"Oh no, no trouble at all, ha ha! Just give me another second here..."

Scanning the pages frantically, Twilight built the spell's frame in her mind. It was now or never.

"Six days, you said?"

"Yes, dear, six, if you please."

"All right!" Twilight's eye twitched. "Here goes nothing," she mumbled.

There was a prolonged burst of light from her horn. Upon its fading, a number of things happened.

Five bobbins, ten spools of regular thread, one spool of gold embroidery thread, two pairs of scissors, fifteen ribbons of various colors, two bolts of cloth, two pincushions, one extremely damp handkerchief, and one moldy, dilapidated tome of magic spells clattered to the floor of Carousel Boutique.

A scream was heard across Ponyville, though few paid it much heed as ponies screamed in abject terror at the silliest of things sometimes.

Twilight and Rarity turned into donkeys. That one may have happened first.

"Twilight, what have you done?" cried the donkey with the frumpy and disheveled purple mane.

"I don't know, I don't know, I don't know!" shrieked the donkey with the slightly less disheveled purple and pink mane. "I thought I had all the words right!"

"Twilight Sparkle, you change me back this instant!" Rarity stamped her hoof. "This instant, do you hear me?"

"How?" Twilight's sank to the floor and let out a low, sad bray. "I don't have a horn!"

"You don't?" Rarity's hooves patted her forehead. "Neither do I! I feel faint, I need air!"

"What are we gonna do?" Twilight pawed at her newly elongated ears, pulling them down below the level of her chin.

"We are going to do nothing," Rarity huffed. "You are going to find a method of fixing this, immediately, and I am going to..."

Her eyes traced over the clutter of pins and thread laying on the floor around the room's perimeter. She lifted a hoof, gazing at the loose brown skin of her leg. Moisture formed in her eyes.

"I am going to sit here and cry for a moment, I think."

Twilight watched Rarity hang her head, watched her shoulders begin to shake as the weight of what had just happened overwhelmed her. Twilight hesitated, wondering whether there was anything she could say or do that would comfort her friend. There was, of course: she could find a counterspell.

Then she hesitated again, this time realizing that she was trying unsuccessfully to retrieve the book with her nonexistent magic, before reaching out and flipping it open manually. Gingerly, she moved the pages, wincing every time one snagged under her clumsy hoof, until she had returned to the spell that had gotten them into this mess. Her gaze moved rapidly across the pages until she found the start of the counterspell.

And little besides.

The fourth page of Bumble Butters's Braying Bastion had been ripped nearly entirely out of the book, leaving behind only enough of a sentence at the top of the page that she knew it was where the counterspell was meant to be. Twilight bit back a groan of frustration, looking to Rarity.

"Don't worry, Rarity," she said. "I'll find a way to end this spell early, and then I'll find a unicorn who can cast it. You can count on me!"

Rarity wiped at her eyes, sniffling and turning to Twilight. "I leave it in your capable hooves, Twilight. And I'll ask Fluttershy to help me after all."

Twilight seemed struck by a lightning bolt. "Rarity, our friends! We need to tell them what happened immediately!"

"Oh goodness, Twilight, and what about other ponies?"

"One problem at a time, Rarity," Twilight said, mustering her courage. "First, we come up with a plan to get your dresses finished on time, regardless of what happens. And..." She swallowed, averting her eyes from her friend. "I should tell you that the counterspell is..."

She held up the book and Rarity gasped.

"I don't want you to get your hopes up," Twilight said quickly, "but I don't want you to despair, either. In the worst case, we're both donkeys for six days and then we're back to being ourselves."

"But Hoity Toity will be–"

Twilight forced herself to smile, which seemed to reassure Rarity. "One problem at a time."

---

Thankfully, convincing their friends of what had happened had not been overly difficult. Convincing Pinkie Pie that now was not the time for a "Yay, You're Donkeys Now!" party had proven slightly more of a challenge.

After laying out the issue for them, an issue that was really more Rarity's than Twilight's, their friends were more than willing to pitch in.

"I'd be more than happy to help with your sewing, Rarity," Fluttershy said. "And I promise to follow your patterns to the letter. I know how important this is to you."

"I'd even be willing to help with that," Rainbow Dash said. "I don't know anything about sewing, of course, but I could move stuff around real fast for you, if you tell me what's what."

"Not sure what I can do to help," Applejack said. "But if'n y'all need me, let me know."

"Ooh! Ooh!" Pinkie jumped up and down, waving a hoof in the air. "I'll ask Cranky Doodle Donkey and Matilda for help! I bet they can tell you all kinds of things about how to be donkeys!"

Twilight frowned. "Pinkie, we're only going to be donkeys for six days at the longest, and less if I can figure out a counterspell." She gave a small groan. "If I can even work on magic without a horn, that is."

"That's okay, Twilight," Pinkie said chipperly. "I'm sure they'll have loads of tips for you while you are donkeys!" She hopped out of the library before anypony else could say anything.

Twilight and Rarity looked at each other.

"Well," Rarity said slowly, "I suppose it couldn't hurt."

"As a backup plan," Twilight said.

"Yes." Rarity nodded, her ears flapping back and forth. "In case our original plan does not work out. Though I've no doubts that it will."

---

Four and a half days to finish ten dresses, seven of which existed only as sketches and ideas. Rarity grit her teeth, swallowing a lump of fear in her throat. This was only a minor setback, she kept telling herself.

"The main problem," she announced, "is that I am far too used to using magic for delicate work. Being relegated to using my hooves will slow me down, and this is why I need your help."

Fluttershy and Rainbow Dash nodded.

"So Fluttershy, you will be on sewing machine duty. I know that you're quite skilled and I have nothing to worry about."

Fluttershy mustered her courage, saluting. "You can count on me, Rarity!"

"I will be primarily concerned with cutting, layouts, and final embroidery. Rainbow Dash, that leaves you for gophering and pinning. If I show you how, do you think you can handle it?"

"Sure thing!" Rainbow Dash straightened her posture. "I don't know much about dresses, but some silly little pins aren't gonna keep Rainbow Dash from helping her friend!"

Rarity smiled. "You have no idea how relieved I am to hear that. Well, I've lost plenty of time as it is. Let's get a move on girls, one dress at a time!"

They moved to their designated positions, and soon the boutique was filled with the sounds of machine sewing and calls of, "Another spool of blue thread, Rainbow Dash," or "Rainbow, could you bring me the gold ribbon, please?"

Rarity quickly accustomed herself to not only doing three things at once, but doing them with her hooves. The setback of having no magic seemed not as great an obstacle as she had expected, now that she was actually working without it. Certainly, having her friends here helped, not only for getting things done faster, but also for bolstering her spirits. She may have changed on the outside, but she could still count on them when she needed them. Still, she couldn't help feeling like her hooves were just a tad clumsier in this form, and numerous pin-sticks and slipped lines were causing her to build a light head of steam.

"So," Rainbow Dash said during an interval of having not as much to do, "what's it like? Being a donkey, I mean."

"It's..." Rarity paused in laying out dress number three, looking up at her friend. "You know, I hadn't really thought about it much." She looked down at her hooves. "To be honest, I don't feel much different, aside from the obvious. A little frumpier than usual, perhaps, but even as a pony, I have certainly not been looking my best this week."

Rainbow crossed her arms, chewing on her lower lip. "You sure you don't feel any different? Like... I dunno, stronger? Or dumber?"

"Rainbow Dash!" Fluttershy's admonishment caused the other pegasus to backpedal in midair, though Fluttershy never once looked up from her sewing. "You should be ashamed! After all, you know Cranky and Matilda, and they aren't dumb, now are they?"

Rainbow rolled her eyes. "Yeah, but they're old. I dunno... I was just always told that donkeys and mules and buffalo and everypony else just aren't as... Y'know, not as..." She scratched the back of her neck. "As good as regular ponies?"

Rarity felt her overly long ears begin to burn. Shame held her gaze studiously away from Rainbow Dash. Fluttershy made a noise of disgust.

"I don't mean anything by it," Rainbow insisted, "I'm just curious!"

"Rainbow Destiny Dash," Fluttershy said, looking up from her sewing for the first time, "I cannot believe you would accept such a ridiculous belief. Donkeys and mules and everypony else are just like us where it counts: inside. And other than losing her magic, Rarity hasn't changed at all. She's still the same kind, generous, smart pony you and I know and love."

Rainbow grunted. "I guess you're right about that. Sorry, Rare."

Rarity swallowed the building shame and returned to her work, though she found that she was less than eager to look at either of her friends for a while.

Towards evening, Sweetie Belle arrived, carrying a bowl of unidentifiable mush. Its brownish grey color suggested that her cooking skills had improved remarkably.

"Wow," she gasped, forgetting she was holding anything. Rainbow Dash scooped the bowl up, saving the floor from a summary coating of whatever it was she'd cooked, and deposited it next to Rarity.

"I didn't know you two were helping my sister!" Sweetie scanned the room, then frowned. "Hey, where is Rarity, anyway?"

"That's Rarity there, Sweetie," Fluttershy said, motioning with her wing.

Sweetie's look declared loudly that she was unconvinced, and she trotted over, giving Rarity a suspicious stare.

"It is me, Sweetie Belle," Rarity said, withering under her little sister's gaze as she was looked over from poll to pastern. "There was a bit of a magical accident earlier today, and I'm afraid I'll look this way until the end of the week."

Sweetie Belle, at hearing her sister's voice, smiled. "It is you!"

Her smile quickly became a frown as Rarity reached out to hug her. Sweetie backed up a few paces, grimaced, and then turned to leave.

"I... Think I'll go make some more noodle casserole," she said. "For Rainbow Dash and Fluttershy. To eat."

Rarity brayed softly as her sister departed the room, and soon tears were staining the swatch of organdie on the table in front of her. Rainbow Dash and Fluttershy exchanged helpless looks. Floating over, Rainbow put an arm around Rarity's neck, almost recoiling at touching the coarse skin and thick, bristly hide. As Rarity cradled her head in her hooves, Rainbow thought she could make out words between the sobbing.

"Six more days... Six more days..."

---

Despite Spike's help, though possibly because of his nagging questions about how she felt now that she was a donkey, Twilight spent the night fruitlessly scouring her shelves for counterspells. In the end, collapsing into bed, she'd had Spike send a letter to the Princess, with a request to forward it to the Royal Library. She hadn't mentioned the specifics of her situation, but she had no doubt that Celestia would be able to read between the lines and determine just why she needed to break a transformation enchantment.

In the morning, she was met with an exuberant Pinkie.

"Up and at 'em!" she cried, bounding up and down beside Twilight's bed. "We're gonna go see Cranky and Matilda this morning!"

"Pinkie," Twilight groaned, slapping her pillow over her face, "how did you even get in here?"

"Science fiction!" was Pinkie's only reply.

Twilight did her best to ignore Pinkie's rambling about cakes, pies, and cake-pies as she slowly and inexorably tried to carry out her morning routine sans magic. It was, she decided, far worse than being under the influence of Poison Joke, because that at least had not come with a dreadful change in appearance.

"Huh."

Pinkie stopped mid-bounce, hovering at the apex of her jump. "What is it, Twilight?"

"Pinkie, look in the mirror and tell me what you see."

Twilight scooted over so that her friend could share the reflection. Pinkie immediately began to stretch and squash her own features, sticking her hooves in her muzzle and letting her tongue loll out. As Pinkie collapsed, giggling, onto the floor, Twilight rolled her eyes and sighed.

"Just a bunch of silly faces, Twilight!" Pinkie answered at last.

Twilight frowned. "I only asked because I caught myself thinking that I was... ugly."

Pinkie's laughter halted, and she mirrored Twilight's frown. "You're not ugly, Twilight. I think you look great as a donkey! Well, maybe your mane color doesn't go with your coat, but I wouldn't really say it's 'ugly'..."

"That's just it, Pinkie," Twilight said. "I've been a donkey for less than a day and already it's affecting my self-image. Ugh, transformation magic is so troublesome! I've got to come up with a counterspell today!"

With no reply forthcoming from the Princess or the Royal Librarian by the time she was finished, Twilight decided to take Pinkie up on her suggestion that they visit the Donkeys, out on the edge of town.

As she followed her irascible friend through the streets of Ponyville, Twilight couldn't help but feel different. It wasn't simply for having been changed, or for not having her magic. She couldn't put a hoof on how, or why, but different-ness seemed to radiate from and through her, and it was making her feel not just uncomfortable, but wholly alien.

"Why doesn't donkey rhyme with monkey?" Pinkie jabbered. "It would make writing songs so much easier! I mean, what rhymes with donkey at all, really? Ponky, bonky, lonky: those don't mean anything! Not that I have something against nonsense words, but you can't make a whole song out of them if you're trying to make a statement!"

That gloomy sensation of alienness lasted through a diatribe on the many ways one could describe the sound of hoofsteps and a tangent about just how many bags of flour could fit in a hot air balloon's basket before it was too heavy to fly. In tuning out Pinkie's never-ending stream of consciousness babbling, Twilight found that she was sinking ever more deeply into her own thoughts.

"And that's how I lost my second tail!" Pinkie exclaimed, stopping in front of a small stone cottage. "Here we are!"

"Finally." Twilight shivered, then knocked at the door.

"Coming!"

After a few moments, a deadbolt slid open, and Matilda appeared in the doorway.

"Oh, good morning, Pinkie Pie!" Matilda's smile was warmer than the sun. "To what do I owe the honor of this visit? Who's your new friend?"

Pinkie giggled. "She's not a new friend, silly Matilda, she's an old friend who looks new!"

"Hello," Twilight said slowly. "I don't think we've really talked much, before, but Pinkie's told me all about you."

Matilda gasped, blinking and peering closely at Twilight. "Oh my goodness. You're... But how did you..."

Twilight gave her a lopsided smile. "It's kind of a long story."

"Can we come in?" Pinkie asked, excitement sending her airborne once again.

"Oh yes, please, make yourselves at home. Cranky!" she shouted into the dim interior of the cottage. "We have visitors!"

"Coming, Matilda!"

"Have a seat on the couch," Matilda insisted, "and I'll put water on for tea."

As she bustled off to the kitchen, Twilight and Pinkie took her up on her offer.

"I think she recognized me immediately," Twilight said, keeping her voice down. "How is that possible? I always kinda thought donkeys looked the same."

"Not if you're a donkey, they don't!" Pinkie said, good-naturedly.

Twilight wasn't sure how to take that. "And did you notice they keep their doors locked at night?"

Before Pinkie had a chance to respond, Cranky stepped out from the hallway. His coiffed golden toupee sat proudly on his head, and he smiled upon seeing them.

"Well hey there, kiddo, how've you been? Who's your friend?"

"I've been great!" Pinkie exclaimed. "And this is Twilight! Don't you recognize her?"

Cranky gave Twilight a squinting glance, then his ears shot up.

"What in the world?"

"I sort of turned myself and my friend Rarity into donkeys yesterday," Twilight admitted, tapping her hooves together.

"Well, that certainly would explain things," Matilda said, returning from the kitchen. She and Cranky sat in chairs across the coffee table from the sofa where Twilight and Pinkie were. "And I'd thought you said it was a long story. So what brings you both here today?"

"I thought you could give Twilight and Rarity some pointers about being donkeys," Pinkie said, smiling. "Oh, and Rarity's not here right now because she has a biiiig dress order to finish up by the end of the week, and being turned into a donkey has kind of set her back a teensy-weensy bit. So if there's anything you can suggest that would help her out, we'll be sure to let her know!"

Matilda and Cranky exchanged glances, while Twilight gave Pinkie a look of consternation.

"Well," Cranky began, "I can't say I've ever not been a donkey, so it's hard to know what might've changed for you."

Matilda cleared her throat. "Tell me, Twilight: do you feel any different?"

Twilight nodded. "At first, I thought the only change was not having a horn. But on the way here today, I felt..." She chewed on her lip. "I can't really describe it. It was like everypony's eyes were on me, maybe. And it made me feel..."

"Singled out?" Cranky offered after she had hesitated a few seconds. Twilight nodded, and he continued. "I know that feeling all too well, Twilight."

"Oh Cranky, don't start with the poor girl," Matilda said, resting her hoof on his.

"Now, now, Matilda," Cranky said evenly, "I think young Twilight has a unique opportunity here that she shouldn't pass up."

Twilight's eyes lit up and she leaned slightly toward Cranky. A smile began to form on the old donkey's face.

"Tell me, Twilight: where are we now?"

The simple question seemed to confuse her for a second. "Uh... In your house? In Ponyville?"

"Ponyville, right. And who lives in Ponyville?"

"Uh, well, there's me, you, Rarity, Pinkie and the Cakes..." Twilight looked at Pinkie. "Do you mean ponies?"

"I do." Cranky's smile grew wider. Matilda rolled her eyes and stood, heeding the kettle's whistle.

"You see, Twilight," he said, "Ponyville is a wonderful place, which is why I came here after traveling the world. But Ponyville is a town for ponies. It's even named after them. Do you see what I'm getting at?"

Twilight frowned. "You mean that sometimes you feel like you don't belong or aren't welcome here?"

Cranky nodded. "Exactly. So tell me, Twilight: do you have any friends who aren't ponies? Or you, Pinkie?"

"Well, there's Spike, of course," Twilight said immediately. "And Zecora too."

"But Spike's kind of more pony than dragon," Pinkie said, and Twilight nodded. "I'm friends with you and Matilda, and Mike the Mule!"

"But besides them..." Twilight tapped her hoof against her chin. "You know, I don't really think I do."

"Rainbow Dash was friends with Gilda," Pinkie said, sounding slightly less than enthusiastic, "but she's nopony I'd like to be friends with."

"And now I'm thinking about how we treated Zecora before we got to know her." Twilight's ears drooped.

Cranky gave a sage nod. Matilda rejoined them, with a steaming tea set laden with muffins and cookies. Pinkie immediately had two of them stuffed in her mouth upon it being set on the table. She swallowed, then gave them all a sheepish look.

"I hope nopony else wanted those. I haven't had breakfast yet."

A twinkle danced across Cranky's eyes. "Now answer this one, Twilight: why did Pinkie just say 'nopony' when she's the only pony here?"

Twilight's mouth dropped open.

"Twilight, I'll get to the point," Cranky said, taking a cup and leaning back in his chair. "Equestria is a land for ponies, in the same way that Ponyville is a town for ponies. For the rest of us who live here, life is good, but...

"Sometimes, it's hard being a donkey, or a zebra, or a griffon, in a place where you won't see a familiar face, one that looks like yours, for days or weeks, or even years at a time."

Twilight nodded slowly. "I think I understand. If I was living in Zecora's homeland, I'd probably feel like I was sticking out horribly from the rest of the po... zebras there."

"So it's like I said, Twilight." Cranky smiled and sipped at his tea. "You've got a unique opportunity here to study Equestrian life from the perspective a non-Equestrian. I think if you try, you'll find the results surprise you."

Twilight found herself mimicking his smile. "Thank you, Cranky. That... actually makes me feel a lot better. Although in some ways, it makes me feel worse... I hope I never made either of you feel that way." She took a deep breath. "But that still doesn't solve our main problem, which is Rarity's problem."

Matilda nodded. "In that case, tell us everything."

---

"Well, Twilight, with Rainbow Dash and Fluttershy helping me, we've been able to make good headway. " Rarity tossed her mane, which currently looked only half a fright. They had arrived at the Boutique and been surprised to find her taking a break, of all things. Fluttershy was having a stretch outside while Rainbow Dash powernapped in the sewing room. "I dare say our progress has been superior to what I'd been able to do by myself over the last week. As you can see, we've even worked in a break or two. I have every confidence we will have all the dresses finished Thursday night, with plenty of time before Hoity Toity comes with his client."

"That's wonderful!" Twilight said, her smile quickly fading.

After a long pause, Rarity asked, "Twilight, is anything the matter?"

Twilight nodded. "I received a letter back from Princess Celestia today. The Royal Librarian is searching for a counterspell, but she says that because the particular spell I used is a timed enchantment, it's very unlikely that there's any way to end it early without knowing Bumble Butters's precise counter."

Rarity's face fell. "You mean I'm going to be stuck this way all week? When Hoity Toity gets here?"

"I'm sorry, Rarity," Twilight said, "I really am. This is all my fault and I feel like I'm letting you down horribly. There's a chance the Royal Librarian could be wrong, but I don't want to hold out for that."

Pinkie hopped next to Rarity, grinning. "So you're gonna have to count on your friends to help you out of a jam!"

"But I don't see how!" Rarity protested. "There's simply no way I can finish the dresses, and present them as a donkey without ruining my career chances!"

"That's where Cranky Doodle Donkey and Matilda are willing to help out," Twilight said. "We had a long talk this morning, and I think they might know best how you can present yourself to Hoity Toity." She placed her hoof on Rarity's shoulder; Rarity did not seem entirely convinced.

"The only thing to do now," Twilight continued, "is to move forward and plan for the worst. One problem at a time, remember?"

Rarity's eyes squeezed shut. "This has just been so dreadfully difficult for me, Twilight. My own sister is treating me like a stranger. I'm just lucky I closed the Boutique this week. I don't know what I'd do if actual strangers came in and saw me working."

"I know what you mean," Twilight said softly, hugging her. "But we'll get through this together."

"Trust us, Rarity," Pinkie said earnestly, eyes wide and round. "Can you trust us?"

"Yes." Head lifting, Rarity gave Pinkie a determined gaze. "Yes I can. Why, together we've gotten out of far worse before." She pulled away from Twilight, moving to her drawing board and sweeping designs to the side. "It will take a bit of frantic last-minute planning on my part, but... I already see how this can work. Twilight, you can count me in!"

"Hooray!" Pinkie cried, and spewed confetti from who knew where.

"I'm glad to hear it, Rarity," Twilight said with a confident smile. "I'll go get Applejack while you plan. We'll meet back here in ten."

---

Twilight felt the eyes upon her again as she trotted through Ponyville toward Sweet Apple Acres. She wondered how she should react, or if she should react at all. Her initial thought was to react with defiance, but really, how would that look? If donkeys had a slightly more difficult time living in Ponyville, then being insulting would only make things worse for the actual donkeys once she was no longer among them. So might acting smug. Ignoring the problem wouldn't make it go away.

The answer, once she came upon it, seemed simple. The next pony that give her a strange look, in actuality snickering when they thought she couldn't hear her, she smiled at. The purple earth mare was caught completely off guard, and she actually returned the smile.

Heart lightened by the random act of kindness, Twilight picked up a trot in her step and made her way swiftly to the farm.

Applejack was mending the fence when Twilight arrived, and greeted her with a wave of the hammer.

"Well, hey there, Twilight," she cried. "I almost didn't recognize ya!"

Twilight gave her a deadpan look. "Oh, ha ha. Very funny, Applejack."

"I'm just funnin' with ya, Twi'." Applejack slammed the hammer twice more against the fence, then plopped it into the open toolbox at her hooves. "Now what brings ya out here? Any luck findin' that counter-thingy?"

"No, sadly," Twilight said. "And it doesn't seem like one is going to be forthcoming any time soon. So, I've gathered all the girls together, and we're all going to pitch in to help Rarity during these next few days."

"Sounds like a plan!" Applejack wiped her brow, smiling. "I'm bettin' y'all are gonna need my help too?"

"You got it, AJ!"

"Not sure how much good I'm gonna be at makin' dresses," Applejack said, lifting the toolbox and tossing it to Twilight. It landed square on her withers, and she brayed in surprise. "Carry that on up to the barn for me and we'll talk some more."

"Applejack, what are you doing?"

Applejack had turned away from her and begun to trot back to the barn. She froze mid-step.

"I... Uh..."

Twilight's lower lip began to wobble. "Did you... just treat me like a farmhand?"

"I was... I was askin' you to help..."

"You're a terrible liar, Applejack." Twilight tried to smile through the tears. Applejack trotted over, grabbing and pressing her forehead against Twilight's.

"Oh my gosh, Twilight, I'm so sorry," she said, eyes clenched. "I guess I ain't seein' you for you. I can't believe I did that."

"It's okay, AJ." Twilight put her hoof on her friend's shoulder. "I'm slightly more upset that my friends aren't quite as tolerant as I'd have expected." Rarity had confided in Twilight earlier about Rainbow Dash's questioning. "Cranky Doodle was right."

Despite having made no attempt to secure it, the toolbox still sat balanced on her back. Applejack picked it up. "I'll take this back up to the barn," she said slowly. "And you tell me what you got planned to help Rarity, okay?"

"Okay."

---

"All right," Rarity said, using a pointer to indicate the diagram on the poster board beside her, "we have slightly more than two dresses to finish per day. That is an entirely achievable goal, but it will take all our efforts combined to overcome any hitches, should they occur. Here is my plan.

"Twilight, you will be in charge of cutting and layout. I can trust your eye for detail will shine through."

"Got it."

"Fluttershy, you'll be doing hoof stitching now. Pinkie will take over the sewing machine."

"Okay."

"All right!"

"Rainbow Dash, you'll be gophering for everypony."

"No problem, Rarity!"

"I will be pinning, blocking, and generally making sure everything is going smoothly. I've already set us back an entire dress thanks to final touches after seeing it assembled."

Rainbow Dash rolled her eyes.

Rarity ignored her, setting the pointer down. "Now, Twilight, if you will kindly fill me in on what, exactly, you have planned for Applejack and the Donkeys..."

Twilight grinned. "They're going to make you into a jenny of refinement, Rarity."

Rarity gave them a quizzical look. "What?"

"A jenny is what you call a lady donkey," Fluttershy started.

"I know that, Fluttershy," Rarity said. "I am simply failing to see Twilight's point."

"It's simple," Twilight said, quite nearly bursting with the genius of her own plan. "Applejack has experience with both country slang and sophisticated, upper-class speech, and she's agreed to help with your diction."

"I'll have ya gabbin' like a real classy belle in no time," Applejack said.

Rainbow Dash burst out laughing.

"Oh man! The day finally came when Applejack has to teach Rarity how to talk!"

She got half a dress in the face for her troubles.

"Matilda and I are going to help you look like the best donkey you can possibly be," Cranky said.

"I think you would be able to fit one of my finer gowns," Matilda said with a smile. "When this Hoity Toity comes, he'll see nothing but grace and elegance of a sort that only donkeys possess."

Cranky cleared his throat. "Also, we'll be posing as your parents," he mumbled.

Rarity's eyes began to water. "Thank you. All of you. I don't know what I've done to deserve this much help, but..." She took a moment to compose herself. "I have every faith that with you helping me, this will go off without a hitch. Err... assuming there is a reason why Hoity Toity is being met by a donkey and not Rarity, that is."

"Trust me," Twilight said, grinning, "there will be."

---

The next few days were a blur of activity. Seams were sewn, blocks were cut, ideas were made real. Applejack found that she was a natural at speechifying, as she put it, yammering at Rarity constantly while she wove in and out of her friends' work spaces.

"Try it again."

"How do, sir?"

"Ya gotta drag it out a little, Rarity. How dooo."

Rarity scowled. "I declare, Applejack, your method of speech remains entirely opposed to what my mouth wants to say."

Applejack grinned. "But I got ya sayin' 'I declare' already, now didn't I?"

There were some hitches. Snags happened. Stitching unraveled. A sleeve tore off somewhere down the line, and Pinkie Pie got her tail stuck in the sewing machine. By Thursday night, however, they were down to one final dress, and Cranky called for a time-out.

"If there's one thing you need, Rarity, it's a minute to breathe. They can finish that dress; you come with us."

Now it was Rarity's turn to feel slightly unnerved. Since the magical accident, she hadn't set hoof outside her home save for the initial trip to Twilight's. The eyes of the townsponies filled her with a sense of wrongness, though she had only to look at the smiling Cranky and Matilda for reassurance.

She was quite surprised when they arrived at their destination.

"The spa?"

"Consider it a test run."

"Remember your diction," Matilda said as Cranky opened the door.

"What a surprise, Meester Cranky," said Aloe as they stepped in. "I deed not expect you coming for another week!"

"Well, girls," Cranky said, smoothing back his toupee, "it just so happens that our daughter Delilah is in town, and I wanted to show her just how skilled you two are at making donkeys feel like a million bits." He nudged 'Delilah' forward with his nose. "The usual, if you wouldn't mind."

"Yes, Meester Cranky!" the twins chorused, giggling.

As they led Rarity off to the spa proper, she turned and mouthed a 'thank you' to him. The look Matilda was giving him, meanwhile, could have burned through stone.

---

"He's going to be here any second! Twilight, how do I look?"

Rarity paced at top speed back and forth along the windows of her shop. She was clad in a black dress that had indeed fit her perfectly, not to mention went well with her newly-dyed and restyled mane. Matilda had seen to the final touches of makeup, and was waiting with Cranky for their cue.

"You look fine," Fluttershy said.

Twilight held out a hoof to stop Rarity. "But remember your diction."

Rarity nodded, taking a deep breath. "You're right, of course," she said, adopting her 'belle' speech patterns. "Ah just feel like I'm fit to pop, is all!"

"You'll do fine," Twilight once again reassured her. "Just sit down and act casual. Rarity has a lot riding on this, but Delilah Donkey is a jenny of refinement who's ready and willing to face down any high-class client on her behalf."

A carriage pulled up outside.

"He's here!" Twilight shouted, dashing for the back. "Just keep your story straight and you'll do fine." Her other friends pulled the curtain closed behind her, leaving Rarity and Fluttershy alone in the silent Boutique for a moment.

Then the bell chimed.

"Welcome to the Carousel Boutique," Rarity said in her sweetest, most refined-country voice, "where everythin' is chic, unique and magnifique!"

Hoity Toity stopped in the doorway. His valet ran into his backside, and was summarily squashed into it by the rather corpulent, high-class looking unicorn mare behind them. The fashion critic lowered his sunglasses, glancing around the room in confusion.

"I'm sorry," he said, "I must have the wrong boutique. I was supposed to be meeting a Miss Rarity here at nine."

"You must be Hoity Toity." Rarity smiled. "Miss Rarity has told me all about you! Please, do come in and have a seat. I assure you, you're in the right boutique."

Readjusting his glasses, Hoity Toity stepped through the door, disgust etched on his face.

"Something awfully funny is going on here," he said.

Rarity grinned, trying not to sweat too hard.

"Do my eyes deceive me," exclaimed the fat unicorn in a voice that both sounded and smelled of butter, "or is that long-lost supermodel Fluttershy?"

"Um," said Fluttershy, color suffusing her cheeks.

"Why, you are correct, Ms. Meal Ticket," Hoity Toity said, sitting down. His valet was there in a flash, placing a cushion beneath his rump before it could hit the floor. "Goodness, Fluttershy, it's a treat to see you again. The fashion world has missed you so!"

"That's, um, nice," Fluttershy said. "I can't say the feeling is mutual."

Hoity Toity shared a laugh with his client. "She's just a darling, I tell you! All right now, enough with these shenanigans. Miss Fluttershy, kindly bring Miss Rarity out from hiding, would you? She knows I don't bite."

Rarity stepped forward to say something, but Fluttershy stopped her with a glance and a slight shake of her head.

"I'm sorry to say," Fluttershy said, "that Rarity won't be joining us today. She's been dreadfully ill over the past week and is currently in bed, resting."

"Ill, you say?" Hoity Toity frowned. "Well, I suppose we could always return when she's feeling better..."

"Mister Toity," Meal Ticket said, her tone clipped, "I simply will not stand for any more delays in viewing this new line! I have a lot of money riding on this, you know!"

Hoity grimaced, leaning away from his client's breath. "Yes, I understand. Miss Fluttershy, surely it can't be that serious. Why don't you just go wake her up and have her come down here for a bit to show us the dresses, hmm?"

"Ohh, well..." Fluttershy hesitated, and Rarity made a face of desperation at her. "I'd love to, but... It's ever so contagious."

Hoity Toity blanched. "C... Contagious, you say?"

"Yes, but, um... Only to unicorns and earth ponies. Which is why I've been the only one able to see her all this week." Fluttershy bit her lip. "Um, to deliver her patterns down here for sewing, that is."

"Oh goodness, she has the creeping croup," Meal Ticket murmured, aghast.

"Well, we'll just let her rest, in that case," Hoity Toity replied in a high-pitched tone, adjusting his cravat. "Goodness, is it hot in here or is it just me?"

Fluttershy flapped her wings softly, positioning herself in front of them. "That is why Miss Delilah Donkey will be presenting the finished pieces to you both."

Hoity and Meal Ticket exchanged looks. "Miss... Er, Delilah Donkey, you say?"

"That would be myself," Rarity said, stepping forward at last.

"We're very lucky Miss Donkey arrived in Ponyville when she did," Fluttershy said. "She was visiting her parents, heard about Rarity's sickness, and came to help. Why, if it hadn't been for her, not even half of these dresses would have been finished on time!"

Meal Ticket made a face of disgust, which looked even more disgusting for having come from her face. "You say she did them herself? A donkey?"

"She did," Fluttershy said, nodding.

"And, you're sure the quality is up to Rarity's standards?" Hoity Toity prompted.

Rarity barely held back a scowl.

"It is!" Fluttershy smiled. "I oversaw the finishing work myself. These dresses possess quality fitting the name of Carousel Boutique!"

Hoity Toity made a noise of resignation in his throat. "Very well. Miss Delilah, if you would be so kind as to show us your..." He waved his hoof in a circle. "Work."

"It would be my pleasure, sir," Rarity said, and launched into her show.

Fluttershy sat in the back, quietly cheering her on, while Twilight and the others peeked through the curtain from the back room, breaths bated. Meal Ticket hung on every word that was said, though Hoity Toity seemed less enthused. The valet spent the entire time picking his nose. When she finished, however, all four of her audience members applauded.

"I must say," Hoity Toity admitted slowly, "that I would never have expected such results from a donkey. I couldn't even tell which dresses Rarity herself completed and which weren't."

"And the work isn't simply just good for a donkey," Meal Ticket exclaimed, rather out of breath, "it's entirely fantastic! I will happily take the lot!"

"You will?" Rarity momentarily lost control, reasserting her diction before anypony noticed. "I mean, Miss Rarity will surely be delighted to hear that, once she's recovered from her illness."

The doorbell chimed again, and Cranky and Matilda peered in.

"Are we late?" Cranky asked.

"I'm sorry, who are these?" Hoity Toity asked, his previous discomfort returning.

"These are my parents, of course," Rarity said. "Mother, Father, this is Mr. Hoity Toity and Ms. Meal Ticket. They're the clients I've been helping Miss Rarity with."

"Oh, how wonderful to meet you, Mister Toity," Matilda gushed. "Delilah has been so very excited to work with Rarity."

"Yeah," Cranky said, "this has really meant a lot to her. We said we'd stop by after she showed off her work, and I'm glad we were able to meet you both."

"Oh, how wonderful!" Meal Ticket exclaimed, cutting Hoity Toity off. "What a stunning coincidence, the loving parents of the superstar designer!"

"Err, superstar?" Hoity Toity lifted his sunglasses, peering at his companion.

"Why, Mister Toity, your boutique would simply soar if you had somepony as talented as Miss Delilah working for you! You were just telling me how you could use more help, after all. This seems like a perfect opportunity!"

Hoity Toity, suddenly on the spot, looked from Meal Ticket to Delilah, to her parents. Sweat beaded on his brow; he cleared his throat.

"Well, I, umm... That is..."

"Oh, don't say no, Hoity," Meal Ticket wheedled. Hoity Toity backed away frantically, dropping his sunglasses as she tried to invade his personal space. "Think of what a difference you could make in this poor young girl's life!"

"I, uh..."

His eyes scanned the dresses once more. He tugged at his tie. His valet returned his glasses to his nose, and he suddenly seemed to relax.

"Ms. Ticket, you make an excellent argument. After intense deliberation, I think I shall do just that."

Cranky and Matilda cheered, and Meal Ticket beamed, fluttering her eyelashes at Hoity Toity.

"Miss Donkey, would you like to come work for me? Your skill and attention to detail speak for themselves, and I would be thrilled to have someone with your talents at my boutique."

Rarity looked at Cranky and Matilda, who seemed to have become caught up in their roles. She looked to Fluttershy, who seemed entirely unsure. She looked to Meal Ticket and Hoity Toity, who were awaiting an answer. Then she lifted her head.

"No."

Hoity Toity's mouth dropped to the floor. Meal Ticket fainted.

"What?" the valet said. "How could you possibly turn down an offer like that, from one of the top fashion moguls in Canterlot?"

"Because," Rarity said, "I did not design these dresses. Miss Rarity did. If anypony deserves such an honor, it would be her." She walked a circle around Hoity Toity, exuding grace and refinement. "Furthermore, I did not finish these dresses, nor did I put on this show, for your benefit, beggin' your pardon, Mister Toity. Again, I did it as a favor to her.

"As much as an, ahem, aspiring young designer like myself would jump at the chance to work for you, Mister Toity, I simply cannot accept an offer not based on my own merits and my own designs."

Then, taking another deep breath, she added, "Plus, your opinion of donkeys leaves something to be desired."

Hoity Toity snorted. "Well, I never."

Fluttershy began biting her hooves.

"I mean..." Hoity Toity gazed up at the ceiling. "I never have seen anypony but, well, a pony create anything with this much refinement. I've never really considered it possible, to be honest. And even though the designs are Rarity's, your hoof guided them to completion." He stood, offering Rarity his hoof for the first time. "Do forgive me, Miss Donkey, for having treated you rather poorly today. You put on an excellent show, impressed my client, and I dare say you may have changed some of those opinions of mine."

Rarity smiled, shaking his hoof. "Then, Mister Toity, when next we meet, I dare say it shall be due to wowin' you with designs produced under my own name."

"I look forward to that day," Hoity Toity said, then clopped his hooves together. "Jeffrey, gather Ms. Ticket and the dresses. I believe our business here has concluded. Do give Miss Rarity my best, ladies." He trotted out the door, his overburdened valet groaning and shuffling his way behind.

The door closed, the carriage departed, and all was still inside Carousel Boutique. Then somepony began laughing; it was Rarity. She collapsed onto the floor, guffawing and slamming her hoof onto the tile.

"I don't understand," Matilda said. "I mean... I think I understand, yet I don't."

Rarity wiped her eyes, calming down. "I can't believe I did that! I told Hoity Toity 'no' and then accused him of being a bigot, to his face!"

"It was kind of scary," Fluttershy said.

Twilight emerged from hiding, trailing the others behind her. "I'm proud of you, Rarity."

"We all are," Rainbow Dash said.

"That took a lot of guts, Rarity," Applejack added.

"I'm proud of you too," Cranky said. Rarity picked herself up off the floor and gave him a hug.

"If I have ever treated either of you the way he was treating me, please accept my humblest and sincerest apologies." She wiped at the corner of her eye, smiling.

"The best way to make amends," Matilda said gently, "is to change how one acts."

Twilight nodded. "I think there's a letter to Celestia in all of this."

"One I would be happy to write," Rarity said.

---

Later that day, the spell's timer wore off. With a flash of light, both Rarity and Twilight were restored to their former selves. Whooping with joy, they hugged one another, then raced through town, using their magic to move as many things as possible, to the consternation and alarm of numerous townsfolk.

Laughing, they collapsed under a tree, panting from exertion, but with huge smiles on their faces.

"I never thought that being able to use magic again would feel so good!" Twilight exclaimed.

"You needn't tell me twice," Rarity said. Taking a few long moments to calm down, she rolled over and gave Twilight a look.

"You know, Twilight, it's funny... Now that I'm no longer 'Delilah Donkey', I sort of miss her." She pushed herself up on her elbows, gazing up at the sky. "After that head of steam I built up telling Hoity Toity off, it seems a shame that he'll never get to see what she can do. I really think Equestria could use a talented donkey fashion designer."

Twilight smirked. "Well, Rarity, if you ever want to start a new fashion label, I could always–"

"No!"

They shared a laugh.

"I think I'm happy just to be myself again, thank you." She sighed. "One pony, or donkey, at a time and all that."