An Honest Life

This story is a sequel to The Mess We're In Flim was never one to argue with Flam. In fact, if the situation had been any different, they might have been able to work it out. But, fate being the fickle thing that it is had other plans. After a heated fight, they split up. There was no going back, the bridge was burned and the damage done. It soon becomes apparent that things are never as easy as they seem. Several failed attempts later, Flim is out of energy and ideas. Just when he's about to give up, a chance encounter with Applejack changes everything. Working beside the Element of Honesty was the opportunity he needed. If he could prove his sincerity to her, then nopony would question his desire for an honest life. But, as the days drag on, he realizes a truth that may just jeopardize everything. How can he prove his sincerity when he must constantly hide the truth?


10. The Setup

Flim liked wood as much as the next pony, but he was fast becoming sick of the stuff. Every day he had worked on the farm, they moved some sort of wood. If he never saw another fence post or crate in all his life, that would be just fine with him. But, as he was now an adopted member of the Apple Family, he supposed he would have to adapt. So he loaded what felt like the hundredth crate that morning onto the already heavily laden wagon. Thankfully, it was the last one. "There! Finally finished."

"You sure you got everythin'?" Applejack strode over, a burlap sack full of tent posts slung over her back. She slammed them onto the pile of equipment with a satisfying thud. "Boy howdy, I thought I'd never find them in there."

Flim raised an eyebrow, "I thought you knew where everything was in the barn."

"Most everythin'." She looked towards the barn with a small frown. "After Big Mac moved out, things got all jumbled." Her eyes drifted to the collar around his neck. "That Big Mac's?"

"Yeah, he loaned me a spare." Flim grimaced, attempting to adjust the thing to little success. The stiff wood lay much too low on his chest, rubbing and bouncing against his shoulder bones. It was the most uncomfortable contraption he had the misfortune of wearing.

Applejack's frown deepened, and she quickly rubbed her hoof against it, allowing it to slide around. Her loud snort of annoyance startled him. "Stupid brother! I'm goin' to slap him when he gets here. How long he been makin' you work in this?"

"Since I started." Flim's eyes focused on Applejack's irritably swishing tail. Did I make her mad? "It's okay, I don't mind."

"Well I do." Applejack quickly pulled off the collar, tossing it to the dirt. "It's way too big for you. If you keep wearin' that one, you'll scar yerself up."

"Uh, okay." Flim frowned, feeling a little stupid. "Sorry, guess I should have mentioned something."

"Ain't nothin' to be sorry about. I should've had the common sense to think about it." Applejack started towards the barn, motioning him to follow. "Come on, I'll get you a better one."

Flim nodded, following suit. Though the day was still young, the barn was already noticeably cooler than the rest of the farmyard. As they entered, the stale smell of aging hay mingled with dust reached his nostrils. Unfortunately, that set his already weakened lungs into another coughing fit. It took a few seconds to gain control of his breathing. When he looked up, Applejack was frowning at him, eyes filled with concern "You okay, Flim? I thought you'd be over that cough of yers by now."

Flim felt his face heat up. I'll never get over it. He shot her a small smile. "I'm fine really. The dust just got to me."

Applejack nodded, "All right. Well, we'll make this quick then." They walked over to the farthest corner of the barn where a large, faded sheet was covering a lumpy form. She whisked it away, sending up another dust cloud right into their faces. Flim's dry cough returned with a vengeance, causing his already sore sides to ache with the added exertion. Applejack's ears went back as she cantered over to him. "I'm so sorry Flim. I don't know what I was thinkin'."

"It's . . . fine." He managed at last, squinting back at her in the haze. "Dust really bothers me."

The mare avoided eye contact with him, flushing a little. "Sorry," she mumbled under her breath. Clearing her throat, she trotted over to the uncovered lump which turned out to be a box of old collars. She dragged one out, with a kind of appraising frown. "This'll do. It's my old one."

Your old one? Do I look like a mare to you? Flim snorted, rolling his eyes as Applejack slid the collar over his head and onto his neck. It was far too small, pinching his windpipe uncomfortably whenever he moved his head; probably not the best idea for somepony with lung problems.

Applejack saw it at once, and quickly removed it. Her eyes darted to her collar, to him, and back again. "Funny, I didn't think her neck would be wider than mine, considerin' how scrawny you are."

"I'm not that scrawny!" You try not eating regularly for two months. It's not fun!

She fumbled with the collar, apparently lost in thought. "Yeah, I know. Just, funny is all." Applejack looked back at him, a wide smile stretching across her face and setting her eyes twinkling. "I guess yer not such a wimp after all."

Flim wanted to give a snarky reply, but could only stare like an idiot at the mare's beautiful smile. When Applejack smiled from the heart, it was well and truly mesmerizing. Realizing that he was still gaping at her, he cleared his throat. "Of course I'm not a wimp. Honestly, Applejack give me some credit."

Applejack only laughed, causing a shiver to run down Flim's spine. Why does she have to laugh like that? Celestia, she's distracting. Trying to focus, Flim walked over to the box, and dug around. Most everything in it was in a state of varying disrepair. He frowned at the mess, trying to avoid his natural urge to invent something better out of the jumbled pile of equipment.

For a while, he shuffled through it, mentally calculating what pieces would fit together and what pieces were better left alone. It was interesting work for him, and he relished the mental stimulation it brought him. Flim was the kind of pony that needed a challenge, something to wrap his mind around other than the mundane. That had led him to a lot of trouble over the years. He was so preoccupied that he did not notice Applejack leave the barn and return several minutes later.

"Flim, you can stop fiddlin' with that junk." Applejack's soft voice in his ear made him whirl around to face her. She was holding up an old looking, but sturdy collar. Its smooth wood had been worn down to a polish from years of use no doubt, and the silver metal of the hames reflected Applejack's eyes brilliantly. Her hoof stroked it like a kitten. "Dug it out of the attic. Seemed a right shame leavin' it sit all alone up there."

Flim raised a skeptical eyebrow, "Isn't that a little fancy for work?"

"Naw, we just try an keep good care of it." Without any ceremony, she slipped it over Flim's head and onto his neck. She began to fidget with the adjusters until the collar fit perfectly. Applejack took a step back, grinning broadly. "There. How's that?"

"It fits great." Flim was genuinely shocked that any of the Apple Family's collars would have fit him. It was immensely more comfortable than Big Mac's. Still, he could not help but wonder why they had put this one in the attic instead of the barn. "Is it okay to use this?"

"Sure. I wouldn't have got it out if it wasn't." Applejack's hooves messed with the collar, then stopped. "It's the only adjustable collar we have. It don't slide anywhere does it?"

"No, but—"

"Then it's fine." She shot him another one of her captivating smiles. "I'm just happy you can get some use out Dad's old collar."

"Dad's?" Flim's felt his stomach drop at the word. So this was her father's collar. Funny, I thought he'd have had Big Mac's frame. He watched Applejack walk over to the entrance, and followed suit. "Your dad must not have been very broad chested, huh?"

"Not really." Applejack turned to him, eyes sparkling with filly like excitement. "He was real tall like Big Mac, but a lot narrower. Mom used to complain because he'd pick up an drop weight at a drop of a hat." She tapped the collar around Flim's neck. "She made him that so he could adjust for that."

"I see." Flim chuckled, trying to imagine what a pony like that would look like. He wanted to ask more about him, but Applejack seemed to have been sidetracked by a box in the corner.

Applejack whirled around, "I almost forgot." Before Flim knew what was going on, she dropped a rather large cowboy hat onto his head. "You'll need to wear this."

Flim looked skeptically up at the faded brown Stetson. "I need to wear this?" What? I don't get a say in my own fashion anymore?

"Well yeah." Applejack took a step back, eying Flim all over and nodding her approval. "Yup. Looks good. Now you won't get heat exhaustion.''

"Heat exhaustion?" Flim was surprised, but a little touched that Applejack was worried about him getting sick. It felt good to have somepony actually worrying about him again. "Thanks. But, don't tell me this is another family heirloom I'd better not lose."

Applejack winked, stepping out of the door. "Nope, just my spare."

When Flim stepped outside, he was assailed by a blinding dose of Celestia's sun. Applejack had not been exaggerating with the threat of heat exhaustion. The sticky heat was oppressive, and it was not even eight o'clock yet. Once his eyes adjusted, he walked over to the wagon where the rest of the family had arrived.

Big Mac smiled like usual, though his eyes darted to the collar. He turned to Applejack with a questioning frown, "Dad's collar?"

Applejack shrugged, "It was the only one that fit." Something about her terse reply emphasized that the point was not up for discussion. Instead, she turned to Granny Smith and Apple Bloom who were already seated on the wagon bench. "How's our picnic supplies?"

"Ready to go!" Apple Bloom hopped up and down with her typical, childlike enthusiasm.

Granny nodded sagely, patting a basket underneath the seat. "All set to go, youngin'." She turned to Flim, making him feel incredibly self-conscious, "You ready to work?"

Flim nodded confidently, though a part of him was worried about the strain it would have on his lungs. Despite that nagging fear, he would do his best as he had always done for the Apple Family. If anypony deserved his best efforts, it was them. At least they noticed when he gave his all. Flam never so much as acknowledged his effort unless it was to complain about how inadequate it was. As he hitched himself across the shaft from Big Mac, he felt right at home for the first time in years.



Being grounded was one thing, but being grounded and sick was another matter entirely. Apple Bloom had started to think that it was some kind of divine punishment for hurting Flim with her stupid stunt. Though she had tried to force the memory of Flim's coughing fit from her mind, it kept replaying over and over again. He could have died, and would have been entirely her fault. That fact coupled with her nasty fever had punished her more than any month of grounding could.

Now, whenever she so much as looked at Flim, she felt an uncontrollable surge of guilt. He had not acted angry, in fact, he just laughed it off, as though nothing had really happened at all. Was it really something to laugh off? After all, Flim got really sick because he was trying to save her. Why had nopony brought it up again after that night? It was infuriating to say the least.

"Apple Bloom!" Applejack nudged her in the ribs, "Pay attention when Granny's askin' you a question."

Granny winked from across the wagon bench. "That's right."

Apple Bloom flushed a little, "What was the question?"

Flim's voice came from in front of them, somehow coming loud and clear without sounding like he was yelling. "Granny wanted to know if you'd be working alongside your little companions today, or assisting Applejack with the preparations."

Her heart skipped a beat at the thought of seeing the girls again. She looked over at Granny, "You mean I can spend the day with them?"

Granny smiled toothily back, "Darn tootin', just so long as yer workin'. It's tradition for the youngin's to work together after all."

"Yes! I'm definitely goin' to work with them." She settled back down beside her sister, watching as Big Mac and Flim brought them closer to town. It was a little funny to see how mismatched the two were. Flim was only a little shorter than Big Mac, but a lot scrawnier. It was amazing to see how easily he was keeping step with Big Mac. "Say, Flim, did you ever pull taxis or something?"

"What?" Flim snorted a laugh, "No, but there were plenty of times I pulled a cart with Flam. Why the curiosity?"

She shrugged, leaning back against the seat. "Nothin', just, you keep step real nice."

Big Mac's eyes drifted to Flim's legs, and nodded approval. "Eeeyup."

Flim kept walking on in the same steady rhythm as before. "If a place is worth going to, it's worth going in style. Flam always insists we keep step when we pull together."

Apple Bloom could not help but snigger at that. "Yer a really weird big brother, Flim. Right, Applejack?" Applejack's did not so much as look her way, too focused on staring at Flim. Pot callin' the kettle black sis? "Why are you starin' at Flim?"

Flim's step faltered for a bit, and he whipped his head around, "What? Did I do something wrong, Applejack?"

"No, no! Nothin' like that." Applejack's words came out in a jumbled mess.

Apple Bloom rolled her eyes. Adults. And they call us weird.



Flim had not seen such a storm of excited activity since growing up in the circus. Mares, stallions, fillies, and colts were darting this way and that, laughing and smiling as though they were about to watch the show of a lifetime instead of work in the hot sun all day. As he and Big Mac pulled the cart into the park, they were greeted by a swarm of citizens, who were all too eager to unload the wagon.

By the time Flim had unhitched himself, every item on the wagon had been removed, and he had lost sight of the Apple Family. One white maned mare with an ascot strode over to him, a suspicious look on her face. Flim vaguely recognized her as the mayor of Ponyville, though he could not place her name. "Morning, mayor." He hoped that was formal enough.

The mare pursed her lips, looking at him as though he was a wagon for sale. Then, slowly she raised her head to meet his gaze with an unreadable expression. "I see you're still working for the Apple family, Mr. Flim."

Flim nodded, adjusting his hat nervously. "That's right."

"Applejack tells me you're fitting in well there." Mayor Mare cleared her throat, nodding politely to Flim. "I do trust there won't be any more incidents, Mr. Flim?"

"No, Ma'am. It's the straight and narrow from here on out." Flim watched her melt into the crowd with relief. "Celestia, that was more like an interrogation." He slapped the hat back on his head, looking at the milling throng around him. Thankfully, he saw Applejack push her way towards him. "What's going on, Applejack?"

Applejack frowned, "Didn't we explain this whole mess to you?"

"Vaguely." Flim grimaced, "I don't really understand much of what you were saying other than it's tradition for the mares to organize the activities and the stallions to do the manual labor."

She clapped him encouragingly on the back. "Just work along with Big Mac an you'll do fine. We'll meet up for lunch. It's always family lunch and town carry in for dinner."

Flim shrugged, looking around for Big Mac. As if on cue, he strode forward, a big smile on his face. "Time to work. We're on the gold team today."

"Excellent. The gold team?" Flim waved goodbye to Applejack as he followed Big Mac over to where a group of six stallions were standing under a tree. They called out them, waving a greeting. Caramel cantered over, "Glad you came. I was worried you'd be too busy on the farm."

"Nope. Wouldn't miss the summer setup for all the world." Big Mac's eyes drifted to the gold sash around Caramel's chest. "Yer the team leader this year?"

"That's right." He puffed out his chest as though sporting a medal. "I won the contest last year, if you remember."

Big Mac snorted a laugh. "Eeyup. But, I let you win."

Caramel's eyes grew wide in consternation, "What? Really?"

"Eeyup." He gave a playful wink before walking over to join the others.

Flim followed him cautiously. Though he had grown used to the Apple family, he had little interaction with the rest of Ponyville. The mayor had a point in her accusations. The only time ponies saw him was when he was trying to sell something; not exactly the image he wanted to go for. He cringed as every one of their stranger's eyes bored into his. Lowering his head, he nodded a greeting. "Hello."

One of the stallions, a big bay with muscles to rival Big Mac's and sporting a yellow hard hat frowned at him. "Ain't you that sales pony what tricked us out of our money a few months back?"

An angry buzzing ran through the group. Caramel pointed accusingly at him. "Yeah, I've been meaning to ask you about that little elbow leech of yours, Big Mac."

Elbow leech? I could come up with better insults in my sleep. Flim cringed as Caramel continued.

"What are you doing with the likes of him for anyway?" He spat on the ground in front of Flim, eliciting a unified murmur of approval from the others.

Big Mac stepped between Flim and Caramel, frowning. "Flim's here to work, an he's done a good, honest job for us."

Caramel barked a laugh. "An honest job, him? That pony's never done an honest deed in his life."

Big Mac's ears pinned down, and he snorted challengingly. "I don't appreciate you callin' my brother names, Caramel. He's more honest than you."

Brother? Flim's heart leapt at the word. It was the first time Big Mac ever called him that in front of anypony but the girls. He looked up, eyes darting between his friend and Caramel. The tension could have been cut with a knife.

Though momentarily at a loss for words, Caramel seemed to regain his confidence. He glowered at Flim, "Brother? What? He engaged to Applejack or something?" That sent another angry ripple through the group. "I know his type, Big Mac. He'll act all friendly, get cozy with the family, romance your sister. Then one day, he'll just up and leave, taking everything he can and leaving nothing behin—"

"Enough!" Big Mac stamped his hoof so hard against the grass that a chunk of it flew skyward. Flim found himself cringing along with the others. "Flim's been nothin' but kind an humble since he came here. He takes good care of the farm, works harder than anypony I ever met, an saved my little sister." He huffed for a moment, then continued, "An so what if he's a former conman? He ain't now! Now, he's as good as family, an I won't stand by an let you insult one of my kin. Got it?"

Dead silence followed his words. Flim cautiously lifted his head to eye the irate stallion. Even after working with him for days, he never imagined Big Mac capable of such a rant. It was impressive to say the least. But, he had been a sheep long enough. He stepped forward, removing the hat. "I suppose nothing I can say can ever make up for what I did. Celestia knows, I've made a mess of my life up until now. But, I'm trying to turn myself around, and prove my sincerity If you'd give me a chance, I'd be grateful."

The stallions looked at each other for a moment, then the burly hart hat donned pony stepped forward. "All right. Guess we'll see what you're made of." He held out a hoof. "Welcome to the team."

Flim slapped the hat on his head once more, taking the hoof. It was like a switch had been turned on in the group. They all began to chat, to him, to Big Mac, and to each other as though the incident never occurred. The burly stallion, whose name turned out to be Rivet, was actually a rather interesting pony to talk to. He, like Flim was an inventor, and often came up with new and improved ways to solve construction problems. Flim could admire that kind of creativity.

After a few minutes, Caramel cleared his throat, and began. "All right, boys. We're in charge of setting up the tents. Let make sure it's done right this year. Don't want any more 'accidents.'"

Everpony began to laugh at that. Flim turned to Rivet. "Accidents?"

Rivet snickered, "Yeah, last year the red team did such a crappy job the tents fell down."

"Really?" Flim laughed a little himself. It was more of his showman laugh than a natural one, but it was a start. "I could put tents together in my sleep."

"Really?" Rivet looked a bit confused. "It ain't exactly a skill you practice much."

Flim snorted, "Please, I grew up in a circus. We were always setting up and moving tents."

"You grew up in a circus?" Rivet gave such a roar of laughter that everypony turned to stare at him. "Would you believe it, boys? This kid's a carney ex-conman!"

Flim rolled his eyes. He never liked the word carney. It reminded him of a bunch of crazy hobos wandering the rails together. His family were reputable entertainers, not some freaks that scared fillies and colts. "I grew up in a circus! That doesn't make me a carney."

"Sure it doesn't." He gave a sly smile, then jerked his head to Caramel. "Why don't we let Big Top here manage the tie team, since he's got the know-how?"

Flim felt his face heat up, and he stamped a hoof against the dirt. "Argh! I told you I'm not a carney! And my name's Flim not Big Top." That elicited another surge of raucous laughter from the group, even Big Mac. Flim moaned, accepting that for today at least, he would be known as that carney ex-conman. At least it was a start in the right direction.



Applejack knew she was being overcautious, but she could not help it. After Apple Bloom's little stunt, she was not convinced the filly was broke of her more destructive habits. She walked across the park, sister in tow, with all the air of a prison guard. "Now, Apple Bloom. You'd best be on yer best behavior."

"I will, sis!" Apple Bloom stamped a hoof impatiently. "An I can walk over to the dancin' lesson myself."

Ignoring her sister's complaints, Applejack continued. "You'd best pay attention to Cheerilee, an listen or you won't know the dances for tomorrow."

"Urgh! I will already." The filly trotted forward, twirling around in a creditable imitation of a line dance. "See? I can dance."

"Uh-huh. You can dance on yer own, but can you dance with the others?" Applejack rubbed a hoof to her temple. It was tradition for the fillies and colts to learn the dances in the morning, and do the decorating in the afternoon. That allowed the adults to work in relative peace and quiet. Applejack just hoped that peace would not be broken by her sister's crazy antics.

They arrived at the grassy space designated for line dance practice. To her surprise, it was in a state of abject chaos. All the fillies and colts were running around, screaming, playing games, and causing an uproar in general. Where in Equestria is Cheerilee? Before she could stop her, Apple Bloom quickly darted off to join her friends and fellow Crusaders. A loud, decidedly male voice behind her made her jump. She whirled around to stare face to face at Entropy. Well, relatively face to face; the stallion was a good deal taller than she was.

"Hello, Applejack." Entropy's lined face stretched into a broad grin, "Isn't it a perfect day for a line dance lesson?"

"Uh, Entropy . . ." Applejack paused, trying to find the right words to say. Though the stallion was Twilight's friend, and crush, she really had not spoken much more than a few words strung together to him. If Twilight's accounts were to be believed, the unicorn was a hopeless prankster. "So, this one of yer pranks?"

He barked a booming laugh that set her jumping back in shock. "Hardly." He straightened up, puffing out his chest, "I'm in charge of our little lesson today. Cheerilee asked me herself."

Applejack wanted to slap Cheerilee for being so naïve. If there was one thing she had learned about Twilight's student, it was that he was an accident waiting to happen. "Entropy, are you sure yer qualified to teach Ponyville line dancin'?"

Entropy gave a mock offended expression, "My dear Applejack, I'm mortified that you'd suggest such a thing." He gave a wicked grin as he stared out at the now arguing children. "I'm perfectly qualified to look after our young charges."

Applejack raised an eyebrow, "Uh-huh. You might want to look after yer 'charges' a little more, I think they're fixin' to fight."  

Entropy's eyes danced with amusement from behind his spectacles. "I know. Isn't it simply delightful?" He sounded almost giddy at the prospect.

"Sure, real charmin'." Applejack took a few steps back, deciding not to get involved. Maybe it would be best to approach Twilight on the subject. "I'll see you later, Entropy." She took off at a canter before the stallion asked her to help.

It took a while, but she managed to find her friends gathered near a large group of other mares. Judging from the number of ponies, they had not split up into teams yet. Rainbow Dash zoomed over to meet her, looking decidedly sour. "You're late."

"Sorry. I got distracted droppin' off Apple Bloom." Her eyes darted to the rest of the gang, all gathered around a set of blueprints. "What's that?"

Rainbow Dash rolled her eyes, motioning her towards the others. After she settled down, it became apparent that the blueprints were a diagram of the park marking where each activity would take place. From the overly detailed and neat mouthwriting, it was obviously Cheese's design. She smiled at Pinkie from across the paper, "Wow, yer stallion sure can plan, can't he?"

Pinkie nodded, biting down on the pencil in her mouth. She and Cheese had been working with the mayor for weeks to make sure this year's summer festival went smoother than ever before. With two expert part planners and their combined experience, they were bound to succeed. Pinkie dropped the pencil, pushing back her elegant net braid with a frown. "I just don't get it. How could I forget where the water balloon toss is going to be?"

"What? That's not on here?" Applejack tapped the blueprint with a hoof.

"No! It's just awful. I've never ever, EVER forgotten something like this. We can't have a water balloon toss by the fountain, or by the pies. Think of the damage!" She made to stand, but Rarity pushed her down.

Applejack looked to Twilight for backup, but paused, realizing for the first time that Twilight was not there. "Where's Twilight?"

Fluttershy rubbed her hooves together, and murmured, "We don't know. We haven't seen her all morning." She took a sip of lemonade from a cup, gesturing to the direction of the library. "Spike came by earlier to say that she was finishing up some important research."

Rainbow Dash snorted, "Yeah, whatever that means. She's just ditching us for egghead stuff again."

Though she wanted to believe that was the case, she was starting to worry about Twilight. From their conversation earlier, it was clear that she was more than a little unsure of her position as an alicorn. The bit about her magic nearly corrupting the other day was deeply unsettling as well. "Maybe we should check on her. You know, just in case."

"Check on who?" They all jumped at the sound of Cheese Sandwich's distinct voice behind them. He was holding a hooful of what looked like more blueprints and sporting his trusty hardhat.

Pinkie lept up, tackling her husband to the ground and scattering the papers. "It's just awful, Cheesie. I can't remember where the water balloon toss is going to be!"

Cheese chuckled, patting her back gently. "It's going to happen in the same place as the potato sack race, remember?"

Pinkie's face turned a darker shade of pink. "Oh, yeah."

Cheese gently pushed her back, and sat up straight himself. "So, who are we checking up on, Applejack?"

"Twilight." Applejack sighed, looking around at the mass of mares, chatting away instead of doing anything remotely productive. "Isn't she supposed to be gettin' everypony organized?"

"She is. Just arrived a few minutes ago." He jerked a nod over to where the mayor was standing. "From what I saw, she was working on the teams."

Rarity sighed in relief. "Seems we had nothing to fret about. Are you going back to the stallions now, Cheese?"

"Yeah. I've already got all the teams working on their own projects but I wanted to check up on you girls." He leaned over and kissed his wife on the forehead. "See you later." With that, he jumped to his hooves, scooped up the papers, and trotted away.

They sat around in silence for a few moments, not sure what to do. Then they saw a very familiar figure trotting over to them. Twilight grinned sheepishly, levitating a list on top of their blueprint. "Sorry, girls." She settled down beside them, laying down the list. "I've volunteered us to work the bake off tomorrow. Hope you don't mind."

"Not at all." Fluttershy grinned, playing with her forelock. "That sounds fun."

Applejack raised an eyebrow at her. There was nothing put together about their overly organized friend. Her mane was frayed, and sticking up in more than a few places, and she wore an almost manic grin. Great, she really is worryin' about it. "Uh, Sugarcube, are you okay?"

"Just peachy keen, Applejack." Twilight's words would have been more convincing if they had not been said with a decided twitch of her eye. "Just been oh so busy with research. I've got a new theory."

"Cool!" Rainbow Dash looked expectantly back at Twilight. "What is it?"

Twilight giggled in an offsetting, high pitched manner, stroking her tail nervously. "I can't say. It's not ready. It could shake the very foundations of Equestria!"

"That sounds delightful dear." Rarity took a sip of her lemonade. "But let us focus on the present, shall we?"

Yesterday, Twilight seemed all too eager to get a move on with a normal life. Now, it seemed as though she were backpedaling in a high hurry. "I got to agree with Rarity, Twilight." As she looked around for a change of subject, she spotted Cheerilee chatting animatedly with her group of friends. "Hey, Twilight, did you know Entropy's teachin' the line dances?"

"Yes, Cheerilee said she wanted a break." Twilight filled a cup of lemonade and took a long sip. "I thought it was a great idea."

"Uh, but doesn't he destroy yer library on a regular basis?" She had the mental picture of Entropy laughing manically as hordes of children ran amuck through Ponyville's streets.

Twilight waved a hoof in denial. "Not for a while! Besides, he's a professor. He's teaches ponies all the time."

Applejack rolled her eyes, "Yeah, adults. Not frisky youngin's with a penchant for mayhem."

"It'll be fine, Applejack." Despite her overly confidence façade, Twilight glanced over to where the children were practicing. "I'm sure the same rules apply for children as they do for adults." She lept to her hooves, pumping a hoof into the air. "Come on, girls! This festival isn't going to set itself up."

"Uh-huh." Applejack gulped, eying Twilight out of the corner of her eye. The alicorn seemed bent on getting the job done, but Applejack was not so convinced. If what Twilight told her yesterday was true, then this festival was the farthest thing from her mind. Why do I have a feelin' this is all about to go pear shaped?



"You take that back!" Apple Bloom snarled, looking at Diamond Tiara with what she hoped was an intimidating glare. Their little standoff had started to gather a crowd of fillies and colts around them, and Apple Bloom was not about to back down in front of anypony.

Diamond Tiara huffed, sticking her muzzle in the air, "Why should I?"

Scootaloo pushed her back with a hoof, "It's not worth it, Apple Bloom."

"But she called Flim a good for nothin' hobo." Flim was the one who saved her, who worked alongside them in the fields, and was just about the nicest brother a filly could ever ask for. There was no way she would stand by while he was being insulted. "My brother's not a hobo!"

"Uh, Apple Bloom." Sweetie Belle hissed in her ear, eyes focused on Diamond. "You do realize Flim's not your real brother, right?"

Apple Bloom rolled her eyes, "I know that. But, Applejack's says he's as good as our brother now."

Diamond's harsh laugh cut off their little discussion. "Your brother? So your pathetic little family's grown one more member. So what? That doesn't mean he's not a looser!"

"That's it, I'm goin' to get you." Apple Bloom lunged forward just in time to hear a loud male voice behind them.

"Oh, my? Trouble in paradise?"

Every one of their heads whipped around to stare at the tall, brown unicorn stallion leaning against a tree. He smirked, adjusting his spectacles on his muzzle. Upon noticing their stares, he waved a hoof, looking away. "Don't mind me, continue beating each other senseless."

Diamond Tiara snorted disapprovingly. "And just who are you?"

The stallion strode over to them. "Professor Entropic State. But you may address me as Professor State, or your majesty." He bowed theatrically, then gave a booming laugh that set all of them back a step.

Apple Bloom gasped upon realizing who he was. They had met him on a crusade days ago. Though they had not stopped to chat long, since he had been a little busy with Twilight at the time. "You're that stallion that was makin' out with Twilight!"

Their "professor" looked taken aback, and a bright flush stretched across his face. "We weren't making out, alright? She stole my glasses. Regardless," He cleared his throat, "today you are fortunate enough to have me as your dance instructor."

"You?" Twist looked horror struck, "Wherth Cheerilee?"

Entropic State rolled his eyes, doing a creditable impersonation of her lisp,"Thee's taking a break."

Diamond Tiara looked repulsed by the very idea of having a middle aged stallion as dance instructor. "Why should we listen to the likes of you?"

"Me?" Entropic State laughed and laughed, as though it had been a particularly amusing joke. Instead of a response, he lit his horn. Sparks of golden magic arched into the air, dancing off of the ground and every direction. Their little group scattered like sheep to flee from the wayward magic. Slowly, the sparks subsided, and the stallion continued, "I'm afraid I don't have the best control of my magic. If you don't want to dance, we could always practice levitation. I've never tried levitating a child before. I wonder if you're fire proof. . ."

"No!" They shouted in almost complete unison.

Entropic State grinned wickedly. "Then we're in agreement." He stepped forward, with all the air of a general organizing his troops. "All right. Today I will teach you the most complicated and time honored dance known to pony kind; the Summerset Tolt." He shook his head, "Sadly some of you may not finish."

"The what now?" Apple Bloom had never heard of that dance in her life. From the worried murmurs around her, nopony else had either. "What kind of dance is that?"

Their instructor puffed out his chest. "The kind that separated the stallions from the colts, the wheat from the chaff." He laughed so loudly the ponies closest to him had to cover their ears. "Colts to the left, fillies to the right! Make a line!"

They shuffled quickly to obey. This stallion, whoever he was did not seem the kind of pony to anger. Apple Bloom glanced at Sweetie Belle and Scootaloo. "I've got a bad feelin' about this."

"Yeah." Sweetie Belle gulped, "What if we fail?"

"What if we succeed?' A manic glint started in Scootaloo's eyes. "If we can dance this super complicated dance, then maybe we'll get our cutie marks in line dancing."

Apple Bloom wanted to say that a cutie mark in line dancing was lame, but thought better of it. They needed to try just about every activity they could think of, even if it did sound stupid. So she listened to the first instructions, and the second, and the third. It had to be the most round about dance she had ever heard of. She flinched when Entropic State motioned her forward.

Slowly, she stepped out, staring at her partner. Urgh! Snails? Really? Groaning, she took his hoof and attempted the pattern. When she started to spin, she heard their teacher's snarl of disapproval. Thankfully, it was directed at Snails.

"No, no, no! I said a forty five degree angle. That's more like sixty degrees." He rubbed his temple, adjusting Snail's position with a stick he had picked up. "Again." Snails had not so much as held her hoof when Entropic State pushed it away. "No! Your left hoof, boy, your left hoof."

Apple Bloom bit her lip, nervously picking up Snail's right hoof this time, only to be scolded herself.

"Where is your curtsey, young lady?" He moaned dramatically, waving the stick like a baton. "Do you want to bring disgrace upon your family?"

"Uh, no." How is bad dancin' a disgrace on my family? Taking a deep breath, she attempted the move over and over again while their instructor went down the line. Finally, they were allowed to form back up again. She shot a weak smile to Sweetie Belle and Scootaloo. "How'd it go?"

Sweetie Belle moaned, "Awful. I stepped on Rumble's hooves five times."

"I almost knocked Featherweight unconscious." Scootaloo said it as though it were an accomplishment.

"This is the worse dance lesson ever. Why don't we—" Apple Bloom was cut off by Entropic State's booming voice.

"All right, my charges. It seems we are failing to grasp the steps." He pointed to a nearby tree where Spike was standing with a phonograph. "Spike has so graciously retrieved some music to assist in your pathetic attempts at rhythm."

"Cool. This will be a lot more fun with . . . music . . ." Scootaloo's eager expression faded as the most boring, slow classical song Apple Bloom had ever hear blared from the speaker.

Apple Bloom moaned, "That's it, girls. This is officially the worst dance lesson ever." She was seriously regretting not joining Applejack at that moment. If her family would not punish her for their dangerous stunt, today most certainly would. Guess this is what they call karma, huh?



Applejack had rarely felt so strung out. Ever since they split up to work, Twilight had been like an overbearing dictator. The instant anypony finished a task, they were whisked away to start another. They had been so efficiently managed, that every activity was set up even before the stallions had put up the tents.  

Her hooves felt uncomfortably heavy as she made her way over to their favorite picnic spot. At least now she would get some peace and quiet with her much less overbearing family. She noted Big Mac, Flim, and Granny, but no sign of her sister. Her stomach dropped a bit.Please don't be in trouble. "Howdy." She glanced around the picnic spot, expecting to see Apple Bloom pop out from behind the shade tree. "Where's Apple Bloom?"

Flim chuckled in that soft way of his, taking a sip of his cider, "I haven't the faintest inclination." He patted the blanket beside him. "Do relax, sister of mine. Have some cider."

Reluctantly, she sat down beside him, and took the cup of cider he levitated to her. After a quick sip, she nearly gagged. The drink was so spicy, she thought it might burn a hole in her tongue. "Granny! You've gone an gotten carried away with the spices again."

Granny shook her head, "That there cider's Big Mac's an Flim's. They were testin' out a new recipe for sellin'."

"How do you like it?" Flim leaned in closer, looking expectantly at her in that annoyingly innocent way of his.

"Urgh. Tastes like a bad shot of whiskey." She dumped the remainder of cider unceremoniously on the grass.

Flim looked like a colt in a candy shop. "I know, right? All the fun without all the alcohol. Hmmmm." He tapped a hoof to his chin, "Maybe that could be our slogan, eh, Big Mac?"

Big Mac nodded sagely, taking a sip out of his own mug. "Eeeyup."

"Don't encourage him!" I can't deal with this right now. Just as she was about to nix their little business proposition, a small figure came slinking up to them. "Apple Bloom? What in tarnation's the matter?"

Apple Bloom collapsed beside Granny, moaning into her hooves. "Everythin's the matter! Everythin!"

Here it comes. Applejack braced herself for what promised to be another of her sister's whiney sob stories. How she ever became so melodramatic was beyond her. "What's everythin'?"

Her little hooves beat furiously against the checkered picnic blanket. "I didn't get a line dancin' cutie mark; not even close." The filly looked pleadingly at her grandmother, "Why can't I ever get my mark?"

Granny sighed, patting her gently on the back. "Youngin', sometimes you've just got to be patient. It'll come in time."

"I've been patient for years, Granny!" Her eyes started to mist over, "What if I never get my cutie mark? I'll just be a big failure for the rest of my life."

Flim's loud snort made diverted her attention from the drama. He was staring at Apple Bloom with an almost irritated expression. "So what?"

Applejack shot him a particularly dirty look. "Flim you ain't helpin'."

He shrugged, "What? It's an honest question." Then, getting to his hooves, he walked over to Apple Bloom. "So what if you've messed up? Flam and I messed up a heck of a lot worse than you did looking for our cutie marks."

"You did?" Apple Bloom looked wide eyed up at him. "How?"

Flim looked away, a small smirk parting the corners of his mouth. "Well, let's just say letting the tiger out of the cage wasn't our finest moment." His words made Applejack's heart skip a beat, though he continued as though letting tigers out of cages was nothing to worry about. "Taking little setbacks is part of life, Apple Bloom."

Applejack tracked Flim as he walked over onto the grass, motioning Apple Bloom over. Apple Bloom stood slowly, moving to join him. "Why the grass?"

"Well, you can't dance on a picnic blanket." Flim winked, and Applejack shot her a skeptical glance. Though he was a showpony, she did not think dancing was the cure for Apple Bloom's drama. Before she could protest his method, he began in his most carrying show voice. "You think that you've got problems my friend; that nothing seems to go your way. Well let me tell you something, Apple Bloom. It's in times like these you've got to reevaluate your situation."

What in Equestria is he up to now? She had seen all kinds of methods for cheering ponies up, but this had to be by far the most embarrassing.

The stallion began to sing in a toned down version of her own accent,

"Heeey Loraline

You think your problems are greater than mine

Heeey why so blue?

Your life ain't bad and I'll prove it to you"

For some reason, Flim's singing sent a kind of warmth through her body. It was not that the song itself was anything profound, but something about it was refreshing. She looked to Apple Bloom whose face now closely resembled a tomato. Applejack chuckled, calling out to Flim, "Well? You goin' to continue?"

Flim gave a wicked smile, "Only if you come and join me."

Urgh, fine. A little reluctantly, Applejack got to her hooves and joined Flim. "How am I supposed to know the words?"

"You're not going to sing, you're going to dance." He gave her a reassuring pat on the back, "Just follow my lead. You too Apple Bloom!"

Apple Bloom grumbled something about not dancing, but Flim was having none of it. He strode over to her, nudging her in the ribs. Applejack could hear him whisper to her, "Come on, it'll be fun."

The filly stamped a hoof, turning to her this time. "I can't dance!"

Flim chuckled in that soft way of his, "Oh yes you can." He stood beside her and began a few dance steps, allowing Apple Bloom to watch. "See? It's not hard." With a quick wink to Applejack, Flim cleared his throat and began to sing again. As he did, he kept repeating the steps in time with his song.

"Heeey Laraline

Your problems aint' much greater than mine

Heeey it's true

You're life ain't bad and I'll prove it to you"

Apple Bloom was eyeing him cautiously now. Then, slowly, she shuffled her hooves in a quiet imitation of his steps. Applejack could not help but chuckle at her sister. Seeing that Apple Bloom was getting into the spirit, she fell into step right alongside Flim as he kept on singing,

"'Cause your roof ain't leakin'

And your wagon ain't broke

The barrel ain't empty  

And there's wood for the stove"

A wide smile began to stretch across Apple Bloom's face, lighting up her eyes. Guess Flim knew what he was doin'. Though Apple Bloom was not not quite in time, she was every bit as exuberant as Flim now. That was all the encouragement Applejack needed. She joined Flim in singing the chorus, bringing a smile to the stallion's face.

"Heeey Laraline

Your problems ain't much greater than mine

Heeey it's true

Your life ain't bad and I'll prove it to you."

Applejack found herself absorbed into the steady rhythm of their dance. Grinning, she picked up the tempo. Much to her delight, Flim picked his up to match. My turn. Applejack began her own verse,

"'Cause yer dog ain't lost

And yer leg ain't broke

The apples ain't rotten

And there's a family at home"

Flim chuckled, pausing his dance to stare at her. "Really? That's a weird verse!"

"An yer one to talk!" Applejack nudged him playfully in the ribs. "Let's hear you make up one, then."

Instead of laughing it off, Flim looked almost flustered, pawing at the ground. "I'm not that good with making up songs. That's Flam's department." He lowered his voice to a near whisper, "This is one he made up."

"Oh." Applejack wanted to slap herself for bringing up Flam. There I go hurtin' him again. "Sorry. I—"

"Hey, Flim! Are you goin' to dance some more?" Apple Bloom tugged on Flim's leg, eyes pleading.

Flim jerked a nod, looking back at Applejack. "You in?"

Applejack nodded, and they sang the chorus together. Then they kept going, allowing Apple Bloom, Big Mac, and even Granny to think up new verses. All the while, they kept dancing. By the end of Granny's verse, Apple Bloom had given up. Applejack considered it, but was having too much fun to stop.

Flim slowly crept up the pace of the steps, glancing at her from the corner of his eye as though to check if she could keep up. That was stupid of him; she could keep up with a scrawny unicorn any day. So they danced and danced, forgetting the song entirely and relying on their internal rhythm to guide them.

Applejack was having so much fun she scarcely noticed Flim slowing down until he stopped all together, panting hard. "You . . . win . . . Applejack."

"Conceding defeat already, Flim? Guess yer just a—" She paused, noting the stallion's heaving sides. A distinct, soft wheezing sound came with each of his breaths. Her heart sank. She walked over to him, resting her ear against his chest. Sure enough, his lungs sounded awful, crackling loudly with each breath.

"What are you doing?" Applejack felt Flim jump sideways. When she looked up, she noted his red face.

"Sorry." What's he so embarrassed about? She looked purposefully into his eyes, causing him to flush even more violently. "Yer lungs don't sound right, Flim. You need to see a doctor about that."

Flim shook his head, backing away from her. "I'm fine, Applejack."

Applejack snorted, stamping a hoof against the ground. "Quit lyin' to me, Flim! Ain't you supposed to be honest, or did you forget that?"

That seemed to do the trick, because Flim stopped dead in his tracks. "Yes, but this is personal. I don't feel comfortable talking about it to you." He pointed at her chest, "You don't hear me ask about your Granny's illness or your love life, do you?"

"Well . . . no." Though she hated to admit it, Flim had a point; it really was none of her business. That did not stop her from worrying, however. She bit her lip, pawing at the grass. "Just promise me you'll let me know if you need any help, or if the work gets too much, okay?"

Flim looked taken aback, but nodded slowly. "Sure." He started back towards the others, head hung low.

Applejack honestly could not say she was pleased with the way Flim was acting. Now she knew that he was purposely hiding something from him, it was driving her mad. Was it something serious? A nasty image of two freshly dug graves on the hill flashed across her thoughts. Certainly, it could not be that bad, could it? Flim would tell her if it was, at least she hoped he would. And then there was Granny and her stubborn denial. Starting at her laughing family on the blanket, she began to wonder if they were going to be a member short before too much longer.



Setup seemed to be a fairly straightforward word. It conjured up images of exactly what they had been doing all morning. But, in the hour after they regrouped, the entire festival was already "setup." Instead of going home, or finding more to do, everypony began to socialize. It started to feel like one big family reunion instead of a setup. The only ponies left working were the fillies and colts with the decorations. That left the adults free to chat away.

Flim was not too eager to talk to the townsponies. Not that he hated them, but he was more than aware of their general lack of enthusiasm for him and what he represented. Thankfully, he did not have to debate formalities much longer, as Caramel and the other stallions from the gold team joined him and Big Mac. "Hey Big Top, Big Mac."

"The name's Flim." He said it almost halfheartedly. Ever since this morning, every stallion on their team had started to call him Big Top with no sign of stopping. "So, what's up?" He pointed to Rivet and the large hoofball tucked under his leg.

Rivet rolled his teal eyes. "Hoofball. What else? We're playing the red team."

Big Mac grinned, clapping a hoof against Caramel's back. "Sounds fun."

Caramel pounded a hoof into the air. "You bet! Those pegasi won't know what hit 'em."

"You playing?" Rivet drew Flim into a bone crushing grip before he could protest. "It'll be fun, Big Top."

A few years ago, Flim would have jumped at the chance. Now he was not so sure. "I'll try, but no running, okay?"

"WHAT?" Rivet snorted a laugh, as did most of the group, even Big Mac. "You can't play hoofball without running. You afraid of hurting those spindly legs of yours?"

Big Mac shot him a questioning stare, "But, Applejack said you run faster than anypony she's ever seen. Why don't you want to?"

Flim had just about enough, stamping a hoof hard into the ground. "I just don't, okay?" Seeing their shocked expressions, he mediated his reaction. "I strained myself a few days ago, probably would be better to take a break."

"That's fine." Caramel, being their ever present leader, waved them over to a grassy spot where the red team was already waiting. "Let's make this one count, eh?"

The game really turned out to be more fun than Flim could have imagined. Even though he did not run, he took a great deal of energy to play defense. The game was incredibly fascinating to watch, especially seeing Big Mac and Caramel running the offense like a well-oiled machine. The pegasi were more than willing to put up a fight, however, and soon it became extremely taxing on him.

At first, it was just a light cough occasionally, but now each breath came out in an awful wheeze. He decided it was better to quit while he was ahead. Excusing himself from the game, he walked over to a distant shade tree to watch the rest of their game. The stallions had turned out to be fun to hang around, even if they were constantly teasing him. Better to be teased than to be cursed, eh Flam?

Flim winced as his breaths started to come harder and harder. Before he could attempt to stop it, he broke out into another of his fits. It took several minutes and a few breath spells before he could stop. Healing magic was far from his specialty, and his spells did little more than slowing his wheezing. He lay on the grass, gritting his teeth and trying not to cry out from the stabbing pain that came with each rise of his chest.

Why? Why does it keep doing this? I should be getting better, not worse. Flim wanted to scream in frustration. For the first time in years, he was finally doing honest work for ponies who he truly cared for and who genuinely cared for him in return. And, for the first time since he broke his wind, his condition was worsening. Truth be told, it had been on a steady decline since their stunt with the Cider Squeezy 6000 backfired. This latest incident with Apple Bloom merely pushed his condition over the edge. Now it was nose-diving to the point he would no longer be able to work for the Apple family.

Flim shuddered at the thought of leaving the farm. If he physically could not work on the farm, it stood to reason he would not find gainful employment anywhere else. His inventing was hardly a marketable skill; there were few ponies that would pay a drifting unicorn to design a potentially expensive machine for them, especially with his track record.

I could go home. Flim quickly stamped out that thought. If he did come back to the circus, his parents would make him explain everything; the steeplechase, Flam's gambling, their conning would all come to light. There was no way his parents were going to let something like that go unpunished, and he would probably be sent out to look for Flam regardless. I don't want anything to do with him.

"Flim?" Applejack's voice broke him out of his trance. He looked up in time to see her settle down beside him. "Big Mac said you were up here. Thought I'd see how yer doin'."

Lousy. Flim eyed Applejack, surprised to see her brushing aside the grass blades irritably. "What's wrong?"

"Twilight. She's been actin' jumpier than a jackrabbit all day." She sighed, glancing over to the tent where Twilight was coordinating the carry in. "She's goin' a mile a minute, an won't tell me what's botherin' her."

I know the feeling. "Maybe she's just not ready to tell you yet. She'll let you know when she's ready to talk." He lowered his voice staring hard at the grass, "Same goes for me."

"Oh, right." Applejack still seemed bothered by something. For a moment, it looked as though she were going to add a comment, but she grew silent for a long while.

The air felt heavy with an uncomfortable tension. Flim knew he ought to say something, but there was little to be said. Little but the truth. Perhaps that was what Applejack needed to hear. "Applejack, I can't . . . I can't stay here for long."

She whipped her head around, staring hard into his eyes. "What? Why not?"

"I'm . . . I'm sick. I'm afraid won't be able to work enough to justify having me around the farm." Flam felt his throat grow tight. The words were almost painful to say, but he had to tell the truth. "I thought I'd get better, but I'm not; I'm just getting worse."

"Worse?" A kind of fear seemed to replace the surprise in her eyes. "Like, that kind of worse?"

That kind? What's she going on about? "I uh—"

Applejack stood up, raising a shaking hoof. "Yer tellin' me yer leavin' too!"

Flim raised an eyebrow, "Yeah, I just did, didn't I?" Before he understood why, Applejack took off at a dead gallop away from town. There was no way of catching her now. Geeze, I didn't think she'd be that upset about me leaving the farm. He sighed, getting to his hooves. Applejack would calm down, she always did. In the meantime, he might as well make himself useful.


Author's Note:

"Flim you numskull!" I imagine that's what Flam would say given the situation. To be continued next chapter.

So sorry for the wait everyone! I didn't just hit a mental roadblock on this one. I hit a mental roadblock, did a 360 on the plot ice, and flipped over into the cornfield of procrastination. So, after some much needed focusing, I've finally managed to finish the chapter. I really hope the next one won't take as long as this did!

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