On a bright afternoon Fluttershy waits at a spa reading a magazine for her friend Rarity where they usually spend time together but Rarity seems to be running late. Finally the door opens and Rarity enters swiftly with a stylish green peacock hat.

"So sorry, Fluttershy. I hate being late for our weekly get-together. The usual!" Rarity said to a cyan pink mane and tail cashier mare and she quickly got their routine prepared. They start out in the steam room where the cashier steams up the room for the two customers wearing spa robes.

"But you will not believe what happened to me." Rarity said as she talks about some events that happened to her earlier and why she was late.

"Is everything all right?" Fluttershy asked worriedly.

"Oh, it's much more than all right. I was on my way here, wearing my latest hat creation, when who should stop me on the street? But Photo Finish!"

"Photo Finish?" Fluttershy asked and the two moved on to get their mud masks on.

"She is the most famous fashion photographer in all of Equestria. Anyhow, she saw my hat and said it was absolutely marvelous!" Rarity said as the spa workers put on her face mask and cucumbers on her eyes while Fluttershy only gets two small specks on her cheeks.

"What a lovely compliment." Fluttershy said.

"She was so impressed that she wants to take some pictures of my shop featuring some of my clothes!" Rarity said while the workers give Rarity plush pillows to lay on as her horn and nails were getting filed while poor Fluttershy gets nothing but the hard floor and the worker refuses to file her hoof nails.

"That's wonderful." Fluttershy said.

"Do you know what this could mean for my fashion career?" Rarity asked vibratingly as a massage therapist gives her a karate chop massage on her back while another gives Fluttershy soft pressure on her back.

"Oh, Rarity, I'm so happy for you." Fluttershy said happily.

"But I'm going to need somepony fabulous to model for me. Somepony with beauty. Somepony with grace. Somepony... like you!" Rarity said as she gets tied with seaweed all over her body and hops into a mud bath next to Fluttershy who doesn't get any seaweed on her.

"Oh, goodness. I don't know." Fluttershy said nervously as they head to the hoof baths.

"Oh, this is such a huge opportunity. And it would mean so much to me." Rarity pleaded.

"I'm flattered, really."

"Nopony is going to have your elegance and poise."

"But..."

"Nopony!"

"There has to be somepony more quali..."

"Please!"

"Somepony more into fashion."

"Please!

"Somepony more comfortable in the spotlight."

"Please, please, PLEEEASE!"

"Oh, if it's that important to you, of course I'll do it."

"Oh, thankyouthankyouthankyouthan kyou! You are the best friend a pony could ever have!" Rarity thanked excitedly. Soon the two were finished and were on their way to their respected homes.

"What a wonderful way to spend an afternoon." Fluttershy sighed.

"Isn't it? Though I was so afraid you wouldn't agree to model for me that I felt completely frazzled. I think I feel a pimple coming on. Oh! Only one solution!" Rarity said and just like that she was back in the spa with her robes on ready for another spa treatment.

"The usual!" Rarity said as the spa workers were happy to oblige to her wishes for she can be the next big thing.

-Main theme song-

After Rarity was finally done with the spa her and Fluttershy met up at Carousel Boutique where Fluttershy is dressed in a pink dancer like dress waiting for their special guest to see the design. Their friends Zach Lanson, Twilight Sparkle, Pinkie Pie, and Spike also came over to help out so Rarity didn't have to do every single job.

"Hm... She's going to want to see attitude and pizzazz." Rarity instructed as she paces around her observing the dress.

"A-a-attitude and, um... pizzazz." Fluttershy stammered nervously.

"More light! It has to catch the sequins just so or the whole outfit is just a disaster." Rarity ordered and Twilight adjusts the light until the whole room was illuminated by the bright glow of the light.

"Oh, and the headdress need more feathers. Pinkie Pie! More feathers!" Rarity called and Pinkie trots over gleefully with a basket of feathers in her mouth with all sorts of colors. Rarity levitates the pink ones out and place them on Fluttershy's feathered hat which made her flinch a little.

"And sequins! More sequins!" Rarity added and Spike comes over dreamfully with a basket of sparkly powder sequin and Rarity spreads it all on Fluttershy to giver her a more sparkly effect.

"And more ribbon! Oh no! Less ribbon. No! More ribbon." Rarity instructed as Spike puts on and takes off the ribbon on Fluttershy's hat multiple times until Rarity made the final decision and Spike puts it back on making Fluttershy squeak in pain. She looks at him with an irritated look which produced a sheepish smile from him.

"Oh, this hem is completely off. PINCUSHION!" Rarity called desperately becoming a little impatient and Spike happily comes over with pin needles on his back and Rarity takes out a number of needles and beckons Spike away with her hoof which in return backed away.

"Thank you all for helping me. I'm sorry to be so short with you, but I'm... I'm just so nervous." Rarity admitted.

"Oh, doesn't that hurt?" Twilight asked Spike worriedly about the needles on his back.

"Thick scales. Can't feel a thing. And even if I could, there is no pain that would keep me from assisting the most beautiful creature in the world." Spike said dreamily as he stares at Rarity which made Zach and Twilight roll their eyes and groan in irritation.

"I'm gonna tell you two a secret. But you have to promise not to tell anyone." Spike said.

"I promise." Twilight said.

"As do I." Zach joined.

"Cross my heart and hope to fly, stick a cupcake in my eye." Pinkie placed her hoof on her left eye after a some other moves.

"...What?" Zach asked confusingly.

"Pinkie promise. It's a very special type of promise. So don't break it!" Pinkie said gleefully. Spike then beckoned them to come closer with his claw which they did. Spike however did it again and got even closer as Spike looks like he was ready to tell them. But he did it for a third time which made Zach growl irritatedly and Spike held their heads close.

"I have a crush on Rarity!" Spike admitted quietly which made Pinkie gasped but got annoyed looks from Zach and Twilight who already knew this.

"We won't say a word!" Pinkie swore.

"Give me a break. Everypony already knows how you-" Twilight was about to say but Pinkie cuts her off.

"Twilight! You promised Spike you wouldn't say anything. He trusts you. And losing a friend's trust is the fastest way to lose a friend forever!" Pinkie warned with Spike putting his claws together with a pleading expression.

"But-"

"FOREVER!"

"My lips are sealed. Though I'm pretty sure Rarity is gonna pick up on your feelings." Twilight pointed out looking at Spike and he looked down to see a heart with Rarity's head on it. The doorbell just rang and in comes three ponies. Two in singer like attires while the third wears a pink, black, and white dress with a white mane and tail large pink sunglasses.

"I, Photo Finish... have awwived." the third pony announced with emphasis who appears to be Rarity's special guest in a odd accent but Zach assumed it to be in a Russian accent from where he's from.

"Let me just say, what an honor!" Rarity approached happily but Photo Finish ignored her and approached Fluttershy.

"We begin... NOW!" Photo Finish said in another dramatic tone and one of the ponies that came with her placed a suitcase in front of her and as Photo Finish tapped it the suitcase popped open as a camera.

"Attitude and pizzazz!" Rarity reminded Fluttershy and went behind the camera to watch as Photo Finish begins shooting photos.

"Yes! Show Photo Finish something." Photo Finish instructed and Fluttershy tries to do a pose like an elegant angel.

"No!" Photo Finish declined the pose and Fluttershy went back to her shying expressions.

"Yeees." Photo Finish said satisfyingly and resumed taking photos. Rarity posed a smile to Fluttershy and she gets the message as she produces a happy smile.

"No!" Photo Finish disagreed with the pose again and Fluttershy went back to her shy depressed look.

"Yeees." Photo Finish said again and photo shoots again. Rarity does another electric pose that she hopes can get Photo Finish's attention which Fluttershy copied and did again.

"No!" Photo Finish once again declined the pose and Fluttershy returned to being shy.

"Yeees." Photo Finish said and still takes a couple more photos.

"ENOUGH!" Photo Finish announced and closed the camera back into a case and left with her assistants without saying another word.

"She hardly took any pictures." Twilight pointed out.

"I'm so sorry. I tried my best." Fluttershy apologized shamefully.

"Well, the headdress is too big for you and cape had too much sparkle. I can't believe I ever thought Icould impress her." Rarity said disapointedly.

"It seems that I, Photo Finish, have found a next fashion star here in Ponyville." Photo Finish suddenly zoomed back in.

"Really?" Rarity asked in a new surprised and happy tone.

"Yes. Really. And I, Photo Finish, am going to help her to shine all over Eqvestria." Photo Finish announced which made a wide grin form on Rarity's face.

"Tomorrow a photo shoot in ze park. [pause] I go!" Photo Finish said and swiftly exit the boutique again.

"Did you hear that? I am going to 'shine all over Equestria'". Rarity repeated happily.

"Oh, Rarity. I was so worried I'd ruined everything." Fluttershy admitted.

"Oh, never. I knew you'd be perfect." Rarity said and took a short paused moment until she started squealing in excitement and started hopping up and down in pure joy landing on Spike's tail each hop thus hurting him. But he still kept a dreamy smile at her after each jump and Twilight pulled him away slightly annoyed on how overly attracted he is to her. The next day Rarity brought a clothing cart and blind for Fluttershy to get dressed in the park outside of the Ponyville streets.

"No, no, no, yes! That is definitely the one. Photo Finish is going to love it. Everypony is going to love it!" Rarity picked an attire for Fluttershy very similar to Photo Finish's assistants clothing.

"Oh, I am so excited for you. Just don't forget us little ponies when you become the most famous designer in all of Equestria." Fluttershy reminded.

"Never." Rarity promised.

"Put me down here." a familiar voice ordered. The two looked to see Photo Finish standing on a stand with two colts holding it and gently lowered it so she can get off.

"Oh, nonononononono. The model should be in something simple! Something inspired by... the nature!" Photo Finish notices the dress Fluttershy was wearing and looked at the air and trees.

"That's just what I was thinking." Rarity said nervously and notices there wasn't any clothing with a nature design on it and kicks the cart away.

"Um... give me a moment and I'll, uh, put a little something together." Rarity said.

"Yes... that will not be necessary."

"But... but... how are you going to help me 'shine across Equestria' if I don't design something new for these pictures?"

"I am not going to help you shine across Equestria. I am going to help her shine." Photo Finish pointed at Fluttershy which caught her by surprise.

"She is my star. You! Go!" Photo Finish ordered which made Rarity gasped in total shock seeing one of the best fashion photographers walk away with Fluttershy instead of her watching her dreams disappear from her. Later as Fluttershy gets in a new dress that actually suits her she sees Rarity depressingly pack up her clothes and looked down to the ground sadly.

"I can't, Rarity." Fluttershy confessed.

"Oh, but you must, Fluttershy. Photo Finish wants to make you a star. This is the opportunity of a lifetime. I know we were both hoping it would be my lifetime, but nonetheless you can't throw away this chance. You must do this for me. You must. You must! YOU MUST!" Rarity urged.

"Floottershy! It is time to make... the magics!" Photo Finish called dramatically. Fluttershy looks at Rarity one more time to see her put out an uneasy smile and went to the photo crew.

"Oh, wunderbar! You are like a delicate flower. So much more alluring without all those sparkles und feathers." Photo Finish said as Rarity leaves looking at the ground in depression. Back at the boutique Rarity stitches a black cloak to hide her depression. Her bedroom door then opens with Zach, Twilight, Pinkie, and Spike entering the room.

"How'd it go? How'd it go?" Pinkie asked excitingly.

"It didn't. Photo Finish wanted to work with Fluttershy, not me." Rarity explained depressingly.

"What? But the hat, her request." Zach mentioned in surprise.

"I know, I thought so too. But apparently Fluttershy had the better looks than my designs."

"Oh, Rarity. I'm so sorry. Is there anything we can do?" Twilight asked worriedly and Rarity put her hood on.

"I just vant to be alone right now." Rarity said quietly. The three were approaching to try to comfort her but Spike got in their way with his claws up at them.

"You heard her. She vants to be... alone." Spike repeated pushing the three out of the door but was dreamily approaching Rarity until Twilight notices and pulls him in.

"What? I didn't think she meant alone alone." Spike excused as the three ponies glared at him dissapointedly.

"I think I'm going to have a word with Miss Photo Finish." Zach stated and was on his way to find Fluttershy and Photo Finish. Meanwhile at a makeup parlor Photo Finish was getting Fluttershy ready for a fashion show. The designers and assistants made sure that her dress was on right and her hair was sprayed to keep it straight. Then they added blush on Fluttershy for affect.

"Too much blush." Photo Finish said and they wiped the blush off of Fluttershy's face.

"Not enuf." Photo Finish corrected and they added the blush again.

"Too much." she said again and they repeated the process.

"Not enuf." Once again she said again and Fluttershy was getting slightly irritated on how unsure Photo Finish is.

"Perfiect." Photo Finish finally agreed with the look and Fluttershy was ready. Suddenly she began inhaling a couple times sounding like she was ready to sneeze until she sneezed in the softest and gentlest sneeze ever produced.

"Oh, yes! Even her schneezes are gressful. NOW GO!" Photo Finish ordered the assistants and designers to leave and they did so and left leaving Fluttershy and Photo Finish alone.

"How do you feel? Excited? Overjoyed? Frilled beyond your wildest dreams?" Photo Finish asked.

"N... nervous." Fluttershy admitted.

"Nervous? Dun be ridiculous. You're only facing a large crowd of ponies, who will be watching your every move and silently judging you." Photo Finish pointed out only making Fluttershy even more nervous. Just then there was knocking on the door.

"Who is it? Don't you know that there is a show for one of my bwilliant cweations?" Photo Finish said slightly irritated.

"Apologies Miss Photo Finish, but there is a special guest here who wants to have a word with you by the name of... Zachary Lanson." the pony on the other side said.

"Oh. It's okay, he's one of my friends." Fluttershy said happy to hear the name.

"Hmmm... Alvight. But we only got two minutes. NOW OPEN!" Photo Finish called and the door opens with Zach entering.

"Hi, Zach." Fluttershy greeted happily.

"Hey, Fluttershy! Hey, Photo Finish? Mind if we can have a quick talk?" Zach asked politely.

"That was my intentions yes, but make it quick." Photo Finish ordered.

"Right, so, um... do you remember Rarity?"

"...Oh! The vhite unicorn. Yes, what about her?"

"Well, was looking at her clothing designs the real reason you did the photo shoot in the first place?"

"Yes, but after seeing the vrork, I couldn't see much inspiration. But after seeing Flootershy and her glamorous beauty, I knew she was who I was looking for and I knew she is going to be my next... big... THING!"

"Oooookay, but word of advise, Fluttershy isn't cut out for this sort of thing. She can't-" Suddenly music starts playing from behind the curtains.

"Your cue! Now go!" Photo Finish announced and pushed Fluttershy out.

"Thank you for your time, but Photo Finish is vewy busy!" Photo Finish then began pushing Zach out the room.

"But-" Zach tried to say but the door shuts. Flutteshy was then on a fashion podium surrounded by tons of high classed ponies waiting for her to walk up.

"You can't let Rarity down. You must do this. You must. You must. You must." Fluttershy repeated Rarity's words and walked towards the podium. For a few moments the crowd just stares at Fluttershy until they broke into applause impressed on how lovely she looks.

"So graceful." one of the mares commented.

"So lovely." another mare joined.

"So perfect for my new advertisement." even Rarity's trading partner Hoity Toity was there to see Fluttershy. Soon Fluttershy was growing into a popular fashion star getting her photos on note books and post cards. She would travel in a long carriage like a limo and come to fashion parties with Photo Finish. Rarity tried to join them with the hat Photo Finish liked but the guard won't allow it making her pretty angry. Even Applejack was selling her apples with Fluttershy on each of the barrels which is making Rarity even more jealous. She then gasped to see Rainbow Dash flying with a banner of Fluttershy with carrot juice tied behind her. Rarity was then steaming in anger letting the jealousy get the best of her. There were even news stands with Fluttershy printed on them. Fluttershy was passing by until one of the readers saw her.

"It's Fluttershy!" the mare called and Fluttershy was then being chased by a mob of fans. She turned to a corner only to find more fans taking pictures of her and asking for her attention. She then took for the sky but crashed to another photographer with others taking pictures of her and wanting to ask for some questions and she flew off as fast as she could. At Rarity's boutique she quietly and depressingly stitches up her work until the door opens to reveal Fluttershy hiding from the mob of fans trying to take photos and catch a glimpse of her.

"Wow. Look how popular you are. I'm so excited for you. You must be having the best time ever." Rarity assumed trying to hide her furious twitching eyes.

"Oh, yes. Best time ever..." Fluttershy said with no excitement.

"Floottershy! I have been looking for you everywhere. We have the thing at the place." Photo Finish comes in and urges Fluttershy to follow.

"I'll see you at the spa. Our usual time?" Fluttershy asks while following Photo Finish.

"Of course! I can't wait to hear all about the... 'thing' at the place." Rarity said and Fluttershy left with Photo Finish pulling her out.

"[groan] I'm the one who should be mobbed by strangers wherever I go." Rarity complained just as the door opens again with two customers.

"Welcome to Carousel Boutique!" Rarity greeted happily.

"Is she still here? We heard Fluttershy was here." one of the mares asked excitingly.

"Sorry. You just missed her. But you're still in luck. I'm having a huge sale of some of my best designs." Rarity said as the two looked at each other in confusion.

"And you are...?"

"Rarity, of course."

"Never heard of you." the mare stated which made Rarity growl and steam in absolute rage. Meanwhile at an art show there were paintings with Fluttershy in her old shy and timid self trying her best to hide from the painters.

"Obviously I, Photo Finish, am fwilled to have found her." Photo Finish announces in front of a crowd of photographers taking photos of both Fluttershy and her.

"Photo Finish?" Fluttershy asks for her attention.

"She's a natural in front of the camera."

"Um... Photo Finish?"

"I only need to point and shoot and I capture... the magics!" Photo Finish said and the cameras began taking more photos of them.

"Photo Finish, I'm so sorry to interrupt. It's just that I'm running late." Fluttershy reminded.

"How could I have forgotten?! Your appearance at the ballet opening! Everypony who is anypony will be there."

"Oh, actually I'm supposed to be meeting my friend-"

"WE GO!" Photo Finish said and drags Fluttershy to their next destination. Rarity was at the spa with Twilight arriving.

"My hooves are getting positively pruney, I've been waiting here so long." Rarity moaned showing her hooves to demonstrate her point.

"Obviously Fluttershy's just too busy with her new career to spend time with her best friend." Rarity mocked.

"I'm sure she just got tied up." Twilight suggested.

"Of course she did. She's a big bright shining star! I wish that star would burn out."

"Rarity! Fluttershy is your friend."

"I know, I know. And I should be happy for her, but instead I'm just... jealous! Oh, please promise you won't tell her I feel this way. Please, please, pleasepleasePLEASE!"

"You have my word. Losing a friend's trust is the fastest way to lose a friend."

"FOREVER!" Pinkie unexpectedly popped out of a bowl of sponges thus startling Twilight and creeped back in the bowl. Rarity got out of the hot tub and got herself dressed in a red and white striped gown.

"Wow! You look great!" Twilight complimented.

"Fluttershy may be the one who's famous, but that doesn't mean I have to stop looking fabulous." Rarity assured and left leaving Twilight to enjoy herself in the hot tub.

"Rarity! I'm so sorry I'm... Oh no. She's already gone, isn't she?" Fluttershy comes rushing in seeing that Rarity is gone.

"Sorry." Twilight apologized as her answer.

"Oh, I can't believe this. I am so frustrated I could just scream." Fluttershy stated and took a deep breath. As she lets go she only makes a soft squeaky shout barely heard.

"Feel better?" Twilight asked.

"No. Can I tell you something?"

"Of course."

"You promise not to tell Rarity?"

"I swear."

"Pinkie Pie-swear?"

"Cross my heart and hope to fly, stick a cupcake in my-" Twilight accidentally poked her eye and yelped in pain. Fluttershy took a moment and confessed her thoughts.

"I don't like being a model. No, I hate being a model. All this attention is awful, just awful. And I'm only doing it because Rarity told me I must. I must! I MUST! [sigh] I must..." Fluttershy sighed.

"Oh, really? Well..." Twilight looks around to make sure no one is looking and beckons Fluttershy to come closer which she did.

"If you wanna know the truth, Rarity-" Twilight forgot about Pinkie being in the sponge bowl and pops out shaking her head at her and zipped her face messaging to stay quiet and slips back in the bowl somehow still able to fit in the small object.

"Oh, what were you about to say?" Fluttershy asked.

"FOREVER!" Pinkie pops out again and whispers quietly and hides back in the bowl once again.

"Nothing!" Twilight quickly said. Later in order to get past the crazed fans Zach brought over a sun hat and sun glasses over to hide Fluttershy's identity from the crazed fans as they walk down the streets as the disguise takes affect.

"I was just thinking. If you really don't like being a model, you could always quit." Twilight suggested.

"Oh, no. I could never do such a thing. Rarity would be devastated." Fluttershy said.

"But Rarity told me-" Twilight tried to confess but Pinkie pops out inside of an apple stand holding an apple and looked at Twilight threateningly and ate the apple slowly in a menacing way but changed her expression into delight.

"Mmm... Juicy!" Pinkie said satisfyingly.

"You're going to pay for that, right?" Zach asked.

"Of course I will! ...Um, actually, can you help me out here?" Pinkie pleaded and Zach and Twilight groaned as Zach puts his share of money in a barrel next to the stand and the three resumed their walk.

"Oh, if only all these ponies didn't like me so much. Photo Finish wouldn't want me to model anymore. She'd find somepony else with... the magic!" Fluttershy said imitating Photo Finish.

"I guess you're right. You're right. You're right, you're right, you're right!" Twilight had a great idea and started hopping around Fluttershy but accidentally knocked the disguise off revealing Fluttershy's true identity.

"It's Fluttershy!" a yellow mare pointed and soon a crowd began gathering around Fluttershy knocking Zach and Twilight over.

"[groan] Hold on!" Zach called and with his unicorn magic he transported him and the two girls out of the crowd thus startling them and put them in a state of confusion on where the disappeared to. They were hiding at an alley near the audience as they search for their missing idol.

"Go, go!" Zach silently urged and the three barely escaped the chaos. Zach and Twilight managed to get Fluttershy into a safe place to hide from the crowd of fans and went to Sugarcube Corner to discuss to Pinkie on how to get rid of the secret situation.

"Don't you see? On her own, Fluttershy could never do something unattractive. But if I used my magic to help her do something unattractive on her next fashion show, no one would ever want her to model again. And if Fluttershy no longer has to be a model, Rarity will no longer have to be jealous of her. And I'll no longer have to keep their secrets! It's the perfect plan! You can't tell anyone about it. Promise me you won't tell anyone?" Twilight asked. Pinkie then zipped her mouth and made other gestures such as digging a hole, putting something in it, made some weird movements with her hooves, and stretched her hoof out like she's pointing leaving Zach and Twilight confused at her random gestures.

"So you do promise or you don't?" Twilight asked bewilderedly.

"Uh, yes! Obviously, that's why I zipped my mouth closed, then locked it with a key, then dug a hole, then buried the key, then built a house up top the hole where I buried the key, then moved into the house atop the hole." Pinkie explains as she repeats the gestures and gives Twilight a wide gleeful grin.

"Obviously." Twilight muttered. Later at another fashion show scheduled for Fluttershy and an audience gathers around the fashion podium with Photo Finish awaiting her biggest star. At backstage Zach, Twilight, and Fluttershy get ready for the plan as Fluttershy wears one of her nature fashion dresses.

"You really think it'll work?" Fluttershy asked.

"They love you for being you. So all I have to do is make you not be you. Just leave it to me." Twilight said confidently.

"But just to make sure, are you absolutely sure you want to do this? It might be one of the most embarrassing moments of your life." Zach warned.

"If it's to get me out of this without disappointing Rarity, then it's a risk I'll have to take." Fluttershy said with determination.

"Very well, get ready then, it's about to start." Zach said as the music starts and Fluttershy backs up to the walk. A light then illuminates on her and the crowd starts muttering and look up to her in delight. Rarity just enters the show in a different ensemble from earlier as the crowd goes on enjoying Fluttershy's performance.

"Guess it's time to see what all the fuss is about." Rarity said to herself and joins the crowd and watches Fluttershy but not in a satisfying mood. As Fluttershy walks down Zach and Twilight poked their heads out of the curtains to get a better view and was ready to do their work.

"Okay, do it now." Zach whispered and Twilight cast a spell on Fluttershy which surrounds Fluttershy in a purple glow and trips her sending her falling to the ground. The shear surprise caught everyone off guard and the music immediately stops as the crowd gasps in horror even Photo Finish was surprised to see this. Fluttershy then began making strange moves that the audience couldn't understand and Photo Finish faints unable to take what she is seeing. She began sliding on the ground and flew upside down uncontrollably which made Rarity produce a satisfied smile looking like she was going to laugh enjoying every moment seeing Fluttershy's career fade away before her very eyes. Fluttershy then picked her nose which made the audience look on with disgusted expressions. She then started scratching herself and barked like a dog. Rarity's expression then turned into horror changing from her jealousy to worry after seeing the crowd keep giving out insulted and disgusted looks.

"Oh no." Rarity said in fear. Fluttershy made a donkey cry which was the last straw for the audience to take.

"Get her off the stage!" one of the ponies in the crowd demanded.

"She's an embarrassment to all things fashion!" another pony stated.

"I, Photo Finish, have made a terrible mistake!" Photo Finish said in anger which made Rarity feel awful while Zach and Twilight smiled and nodded at each other thinking that the plan was a success. But it was short lived until they heard clapping and cheering from Rarity.

"Bravo! I say bravo!" Rarity cheered.

"Bravo? Who could possibly say bravo to that horrid display?" one of the audience members asked.

"Such attitude! Such pizzazz! She's invented an entirely new kind of modeling! Bravo!" Rarity continued to cheer.

"Who is saying these things?" the pony asked.

"It's her. The unicorn in the gorgeous cape and headdress." another audience member pointed at Rarity who is still cheering on for Fluttershy as her new dress sparkles from the spot light.

"Now that is a pony, who clearly knows a thing or two about fashion. Well, if that fabulous pony likes it, then I do too! Bravo!" the first audience member began cheering and soon the whole crowd began applauding along. Zach and Twilight were befuddled on how this had happened and Fluttershy sighs in disbelief. Soon the three regrouped back in the changing rooms.

"This is awful. Just awful! Somehow I've become more popular than ever. Oh, I'm so frustrated I could just kick something!" Fluttershy admitted and went to a stance looking like she was ready to buck something and she did but only softly on a vase behind her which wobbled for a few moments before stopping.

"If only Rarity didn't want me to be a model so badly." Fluttershy moaned.

"[groan] But Rarity-!" Twilight tried to confess but quickly covered her mouth to stop herself from admitting the truth.

"Fluttershy! Are you all right?" Rarity barges in with complete worry.

"I'm great! I'm a super famous fashion model. Why wouldn't I be great?" Fluttershy asked trying to fake her excitement.

"Because you ha-!" Twilight tried again but struggles to keep her mouth shut which made Zach worried for her behavior but understands why.

"Out there on the runway, everyone was turning on you and... Oh... oh, Fluttershy. It's so awful. I wanted them to." Rarity finally admitted.

"You did?!" Fluttershy asks in total disbelief.

"Of course she did! Because-!" Twilight continues to try to explain for them but yet again covers her mouth stuffing it with fruit and vegetable from a gift basket Fluttershy received.

"I'm jealous! I wanted all the attention. And instead it was going to you. I even started hoping that you would do something silly so your modeling career would be over. But then, when it started happening, all I could think was how could I want you to fail at something you love so much?" Rarity asked.

"But... Fluttershy doesn't- Ugh!" Twilight stopped herself again by burying her head in a plant pot.

"C'mon, Twilight. They're already admitting it anyway. You should-" Zach was caught off as Twilight uses her magic on his mouth keeping it shut as he muffles to get free but gave in with an annoyed moan.

"Love? Oh, Rarity. I hate being a model." Fluttershy also admitted.

"You do?" Rarity asked confusingly.

"More than anything."

"Then why did you keep doing it?"

"I was afraid if I quit, you'd be mad at me for not wanting to... 'shine all over Equestria'".

"And I thought if I told you how jealous I was of your success, you'd think I was a terrible friend."

"Never!"

"All this time!"

"If we just told each other the truth."

"I promise never to keep my feelings in secret again."

"Me too."

"Cross my heart and hope to fly, stick a cupcake in my eye." the two did the 'Pinkie promise' as they did the moves and the two giggled happily.

"You were brilliant. Brilliant! I've already got six photo shoots lined up for tomorrow aloon." Photo Finish comes in with a very excited attitude.

"I'm sorry, Photo Finish, but I don't think I'll be able to make any of them." Fluttershy said.

"Wat?" Photo Finish asked in confusion.

"We go!" Fluttershy and Rarity clapped their hooves and walk out the door laughing together.

"Vat has just happened?" Photo Finish asked herself bewilderdly.

"Your 'star' just quit." Zach answered.

"Spike has a crush on-!" Twilight pops out ready to confess Spike's secret but Zach quickly puts a hoof on her mouth stopping her in her tracks.

"Good thing he's around to save the day!" Pinkie somehow appears in the reflection of the mirror.

"Yeah. And one teeny tiny favor... Quit stalking us!" Zach shouted which made a crack in the mirror.

"Sheesh, rude much?" Pinkie asked and disappears from the mirror and Zach removes his hoof from Twilight's mouth.

"Thanks." Twilight said gratefully and Zach gave out a smile. The next day the four come to the spa to enjoy a nice relaxation together.

"Now this is a wonderful way to spend an afternoon." Fluttershy sighed as she relaxes in the hot tub.

"Isn't it, though?" Rarity asked as she is wrapped in seaweed with zucchini on her eyes in the steam room as Twilight prepares a letter to Princess Celestia while relaxing in a tub as well.

"Dear Princess Celestia, Being a good friend means being able to keep a secret. But you should never be afraid to share your true feelings with a good friend. Did you get all that, Spike?" Twilight asked.

"No, I'm a little busy right now." Spike said as he fans Rarity with a giant leaf which made Twilight rolled her eyes with a smile.

"Hey, thanks for... you know. I'm glad I trust you." Spike thanked.

"Well, admittedly I almost gave it away, but your welcome. Now will you take down my letter to Princess Celestia?" Twilight asked.

"I would love to. But I'm still a little busy at the moment." Spike said as he continues to fan Rarity.

"Don't worry. I got that covered. Besides, I learned a lesson as well." Zach said dreamily as he places two scrolls on a table as a massage therapist messages his back.

"Oh? And what's that?" Twilight asked curiously.

"Sometimes it is good to hold on to any secret to gain a friends trust, but you shouldn't always bottle them up, because if you hold on to too many, you're going to find yourself holding on to a burden."

"That's a great way to say it. I'm just glad that I can finally relax from holding on to too many secrets."

"You can say that again." Zach said in another dreamy tone as he enjoys every second of the massaging he is receiving and the two laughed happy to see everything is back to normal like it should be.

(Well, tomorrow is my birthday and I'm turning 17 HOORAY! I'm also excited that I only have 6 episodes left, 6 EPISODES LEFT! (excited squee) I'm just as excited as you all are so I'm updating today and tomorrow as a birthday special and a present to all of you awesome fans. So here you are and happy birthday to ME!)