Green isn't Your Color.

Pony's Log Number 120: Keeping secrets can be such a pain in the flank. It's worse when you're the middle pony between two friends who won't be honest with each other...

One afternoon, Fluttershy was sitting quietly reading a magazine in the waiting area of the Ponyville Spa building. She was waiting for Rarity to arrive. In recent times, the two ponies had been making weekly visits to the spa to spend time with each other, get caught up in each other's lives, improve their friendship, etc. Mario was once invited to join them...until Fluttershy mentioned that Mario could get a waxing, which he declined and offered to watch the Boutique while the two ponies had their fun.

(In the pony world, a waxing treatment is the same except it serves to thin out a pony's coat without removing it completely, but it is still a painful procedure!)

Fluttershy had been reading for a while when Rarity finally arrived.

"So, sorry Fluttershy," said Rarity, wearing a peacock style hat and removes it, "I hate being late for our weekly get-together..." She turned to one of the spa ponies, "...the usual." The spa pony smiled and zipped away. Soon the two girls were wearing some spa robes (Rarity's had a Fancy R on hers.) in the steam room as a spa pony dumped some hot water over some rocks to create steam.

"But you will not believe what happened to me," said Rarity.

"Is everything all right?" Fluttershy asked concerned.

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

"Photo Finish?" said Fluttershy surprised. The spa pony poured more hot water to make more steam. But it wasn't much longer before they had moved on to the next room for facials, hoof-i-cures, and messages. They also had their hair wrapped up in towels.

"She is the most famous fashion photographer in all of Equestria," Rarity explained as the spa pony applied some facial cream on her face and cucumber slices over her eyes, "Anywho, she saw my hat and said it was absolutely marvelous!"

"What a lovely compliment," said Fluttershy. She also some facial cream on her cheeks as they moved onto the hoof-i-cures.

"She was so impressed that she want to take some pictures of my shop featuring some of my clothes," said Rarity excitedly as the spa ponies gave them both a horn filing, until one realized that Fluttershy didn't have a horn being a Pegasus. Then Rarity realized something and added, "and some of Mario's as well. He's been working so hard since becoming my intern. I know he's only been working for me for a short while, but I am considering promoting him to my top assistant."

"That's wonderful, "said Fluttershy, giving a cute squee to show her excitement.

"D-d-d-d-do y-y-y-you-u-u kn-kn-know w-w-what t-t-t-his c-c-c-could m-m-mean f-f-for m-m-my f-f-fashion c-c-career?" said Rarity, her voice vibrating as she now lay on her stomach and another spa pony gave her a firm back massage while Fluttershy received a much gentler one.

"Oh Rarity, I'm so happy for you," said Fluttershy. They then shifted to some mud baths.

"But I'm going to need somepony fabulous to model for me," said Rarity as she was now covered in sea kelp, "Somepony with beauty. Somepony with grace. Somepony...like you?"

"Oh goodness," said Fluttershy, already enjoying the mud, "I don't know."

"Oh, this is such a huge opportunity," said Rarity, both girls have now moved on to some hoof baths, "And it would mean so much to me."

"I'm flattered, really," said Fluttershy.

"Nopony is going to have your elegance and poise," said Rarity as they were not reclining on some lounge chairs. Rarity had her mane tied up while Fluttershy left hers down.

"But..." Fluttershy tried to protest.

"Nopony!" said Rarity firmly.

"There has to be somepony more quali..." Fluttershy suggested but was cut off again.

"Please!" Rarity asked.

"Somepony more into fashion..." Fluttershy tried to continue.

"Please!" Rarity repeated, now pleading.

"Somepony more comfortable in the spotlight," Fluttershy added, really making it clear she was not up for the role.

"Please, please, pleeease!" Rarity begged, not willing to take no or any excuses for an answer, and gave Fluttershy a pouting sad lips.

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

"Oh, thankyouthankyouthankyouthankyou!" said Rarity excitedly, "You are the best friend a pony could ever have!" It wasn't much longer before their treatment was done and Fluttershy was feeling very satisfied.

"What a wonderful way to spend an afternoon," said Fluttershy with a content sigh.

"Isn't it?" Rarity replied.

"Maybe we should invite Mario next time," said Fluttershy, "I was only kidding about the waxing. They don't even do them anyway."

"We can ask him later," said Rarity, "Thought 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 then headed back inside, changed into her spa robe once more and moved the changing screen out of the way.

"The usual!" she announced as the two spa patrons smiled excitedly.

Why wouldn't they? Rarity was giving them twice the business in a single day!

(Theme song)

Fluttershy was now standing on a platform as Rarity had her put on a sparkly purple dress with a matching feathery headset. Rarity was just pacing about examining the dress as Mario just hummed to himself as he examined the outfit.

"I don't know Rarity," said Mario, adjusting his work glasses, "This outfit just doesn't really complement Fluttershy."

"What's that supposed to mean?" Fluttershy asked him annoyed.

"It's not you and quit being so sassy," Mario remarked, "A good model complements the outfit she is wearing after all and this dress just doesn't bring out your natural beauty and poise."

"Maybe so, but Photo Finish has certain standards that must be met," said Rarity, "Hm...She's going to want to see attitude and pizzazz."

"A-a-attitude and, um...pizzazz," Fluttershy stuttered.

"You've already shown me you've got attitude," said Mario, "You're just missing the pizzazz." Fluttershy just stuck her tongue out at him and Mario just rolled his eyes at her. Twilight and Pinkie, who were there to help Rarity out, began to snicker on the other side of the room.

"More light!" said Rarity. Twilight used her magic to adjust the position and intensity of the lights so they were focused on Fluttershy to bring out the outfit, "It has to catch the sequins just so or the whole outfit is just a disaster. Oh, and the headdress needs more feathers. Pinkie Pie! More feathers!" Pinkie Pie bounced up to Fluttershy carrying a basket of feathers in her mouth. She then tucked a few into the headset to increase the volume before bouncing away. Fluttershy gave a discreet eye roll as the feather adjusted into place on their own.

"And sequins!" said Rarity, "More sequins!" Spike then came with a basket of sequins and ribbons and Rarity began to place them around the headset, causing it to sparkle. Fluttershy just whimpered.

"And more ribbons! On no! Less ribbon," said Rarity, "No! More ribbon." Spike continued to add and remove items at a frantic pace. Fluttershy squealed at all the fussing and had an irritated glare on her face.

"Oh, this hem is completely off," said Rarity, "Pincushion!" Spike then came towards Rarity on all fours with several needles sticking into his back. Rarity took a few pins out of his back before shooing him away indignantly.

"Thank you," said Rarity as she fixed the hem and turned to everyone else, "thank you all for helping me. I'm sorry to be so short with you, but I'm...I'm just so nervous."

"No worries Rarity," said Mario as he held the hem in place, "I'm used to it. Twilight yells at me all the time when we have short notice projects."

"Do not!" Twilight protested as Mario chuckled.

"Lighten up, Twi, I was only teasing," said Mario, "My point is that we know that if Rarity is snappy, it's nothing personal, it's just business." Rarity just smiled as Twilight noticed all the needles sticking out of Spike's back.

"Oh, doesn't that hurt?" Twilight asked, making a painful expression on her face.

"Thick scales," said Spike, "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." Twilight just made an annoyed face.

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

"I promise," said Twilight.

"Cross my heart and hope to fly, stick a cupcake in my eye," said Pinkie, even making gestures as she covered an eye with a fore-hoof. Spike looked about cautiously before waving at them to come closer, then again to get closer, then again to get even closer. When they were just a foot apart, he leaned in and said:

"I have a crush on Rarity!" Pinkie gasped while Twilight looked apathetic.

"Give me a break," Twilight remarked with an eye roll, "Everypony already knows how you..."

"Twilight!" Pinkie cut her off, "You promised Spike you wouldn't say anything. He trusts you. And losing your friends trust is the fastest way to lose a friend forever!" As Pinkie said this, Spike gave Twilight puppy dog eyes, begging her not to say anything as he folded his claws together in a pleading gesture.

"But..." Twilight tried to protest.

"Forever!" Pinkie said as if she was telling a scary story.

"My lips are sealed," said Twilight, "Thought I'm pretty sure Rarity is gonna pick up on your feelings." Spike then looked down at himself. From out of nowhere, he was now wearing a t-shirt with Rarity's head in the middle of a red heart. Before Spike could reply, the doorbell rang and a sky blue pony with white hair appeared. She was wearing a vertical black and white stripped blouse with black skirt, magenta neck scarf, and some black sunglasses with magenta lenses. She was...Photo Finish! She also had two pony assistants behind her wearing white jumpsuits that had different flashy designs.

"I, Photo Finish...have arrived," she announced boldly with a thick Austrian accent and making a few poses as she spoke. Rarity and Mario smiled excitedly.

"Welcome to the Carousel Boutique, Miss Photo Finish," said Mario.

"Let me just say, what an honor!" said Rarity excitedly. Photo said nothing in return, walked past Rarity, and just noticed Fluttershy on the stage.

"We begin...now!" said Photo Finish, with one assistant dropping a suitcase on the floor that instantly transformed into a camera sitting on a tri-pod. She took a couple of pictures while Fluttershy was looking rather nervous.

"Attitude and pizzazz!" said Rarity to Fluttershy.

"Yes! Show Photo Finish something," Photo Finish added as Fluttershy made a confident pose on her hind legs.

"No!" Photo Finish replied, making Fluttershy cower back, "Yeees!" Rarity then gestured for Fluttershy to give a confident smile. Fluttershy gave an awkward smile.

"No!" Photo Finish shouted, making Fluttershy retract again into a frown, "Yeees!" Fluttershy then tried again to show some confidence for another picture with a dynamic pose.

"No!" Photo Finish repeated, making Fluttershy squat low to the ground, "Yeees!" Mario began to notice that Photo Finish was only taking her pictures when Fluttershy was being shy, rather showing any attitude or pizzazz. He hoped Rarity was making a note of that.

"Enough!" said Photo Finish before packing up her camera, the assistant grabbed the suitcase and she walked away without another word. Everyone was stunned for a few seconds.

"She hardly took any pictures," said Twilight as Photo Finish walked by.

"I'm so sorry," said Fluttershy as Rarity removed the headdress, "I tried my best."

"Well, the headdress is too big for you and cape had too much sparkle," said Rarity, the disappointment clearly in her tone, "I can't believe I ever thought I could impress her."

"Don't you mean we?" Mario asked, but didn't wait for an answer, "besides, I don't think it was the outfit..."

"It seems that I, Photo Finish..." the fashion photographer had returned and cut Mario off, "...have found the next fashion star here in Ponyville."

"Really?" said Rarity. Mario didn't reply.

"Yes. Really. And I, Photo Finish, am going to help her shine all over Equestria," Photo Finish announced, making Rarity give a light squeal, "Tomorrow, a photo shoot in ze park." She paused impressively, making a pose.

"I go!" With that said, and giving a very dynamic pose, Photo Finish was gone like the wind. Rarity was very excited as she watched Photo Finish make her exit.

"Did you hear that?" Rarity said to everyone else, "I am going to "shine all over Equestria"." Mario blinked for a moment.

"Umm...I don't think..."

"Oh Rarity. I was so worried I'd ruin everything," said Fluttershy with relief. cutting Mario off.

"Umm...girls..." Mario tried again.

"Oh, never, I knew you'd be perfect," said Rarity as she excitedly giggled. Rarity began jumping up and down excitedly. She was so excited that she didn't even notice that she was stomping on Spike tail continuously. Poor Spike was so lovesick at having Rarity next to him that he didn't even bother to move his tail out of the way until Twilight dragged him away herself. Mario just sighed quietly.

How am I gonna break it to Rarity that it's not HER that Photo Finish wants to shine all over Equestria? He asked himself.

He spent all morning trying to tell Rarity the truth, feeling that she needed to know the truth before she learned it the hard way. But as much as he tried, Rarity was too busy to listen, even going so far as to scold him for bugging her so much. After that Mario just continued his work without another word.

Guess Rarity will just have to learn this the hard way, Mario told himself, But...I better get some extra tissues and ice cream on standby.

Mario did just that when he got the chance to exit the shop, but nearly risked being late as Rarity was ready to go to the park for the photo shoot. Once at the park, Rarity had a screen set up so Fluttershy could change while the other outfits he and Rarity had assembled together were hanging on a wheeled clothes rack. Mario waited impatiently outside the dressing screen as Rarity and Fluttershy went behind it with the outfits between them.

"No, no, no, yes!" said Rarity from behind it, as she tossed one outfit after another from behind the screen until she found the right one, "That is definitely the one. Photo Finish is going to love it. Everypony is going to love it."

"I hope you're right," Mario muttered to himself as Fluttershy came out wearing a white suit that was covered in light blue gems.

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

"Never," Rarity answered.

"What about me?" Mario asked. He had been getting a good name for his fashion designs as well. He might not be seeking to be the best fashion designer, but he still wanted to feel acknowledged.

"Mario, there's a star in every show. You're just the background pony," said Fluttershy smugly.

"Well, thanks alot!" Mario snapped indignantly as the two girls giggled to each other. It was then Photo Finish arrived on her own personal palanquin that was carried by four stallions with her two assistants behind it.

"Put me down here," said Photo Finish as the stallions lowered the palanquin so she could hop off. She looked at Fluttershy before shaking her head.

"Oh, nonononononono," said Photo Finish, "The model should be in something simple. Something inspired by..." she looked at a nearby tree, "...the nature!" Rarity and Fluttershy were taken aback a bit before Rarity quickly tried to recompose herself.

"That's just what I was thinking," said Rarity, "Um..." Rarity then shoved the rack of outfits away with a hind leg...and taking Mario with them.

"Wah!" Mario cried out as he and the clothes rack rolled out of sight and crashed into the distance.

"...give me a moment and I'll, uh, put a little something together," Rarity finished as she tried to come up with an idea on the moment.

"Yes...that will not be necessary," said Photo Finish.

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

"I'm not going to help you shine across Equestria," said Photo Finish, "I am going to help her shine. She is my star. You! Go!" Rarity gasped, her eyes glossy as Photo Finish's two assistants dragged Fluttershy away. It was a couple of minutes later that Mario had returned with the discarded outfits. Rarity looked at him sadly.

"You...you knew she was talking about Fluttershy didn't you?" she asked Mario. Mario nodded. Rarity became angry.

"Then why didn't you..." Rarity demanded.

"Think back to last night and this morning..." Mario reminded her sternly. Rarity looked indignant before she remember all the times she had brushed him off..and scolded him. Her angry demeanor soon melted in shame, tears trying to escape her eyes but she held them back. Mario pulled her into a hug.

"I hope you know...I never meant to tune you out," said Rarity quietly, "I was just so excited and I...I'm sorry."

"I forgive you," said Mario, "I was hoping I'd be wrong. I know how much this meant to you." Rarity pulled away and the two began to pack up and head back Boutique when Fluttershy returned, now wearing a simple green dress with a flowery headband. Mario could tell by the sadness in Fluttershy's face that she didn't want to take away Rarity's dream, or had meant to.

"I can't, Rarity," Fluttershy told her sadly.

"Oh, but you must, Fluttershy," said Rarity, "Photo Finish wants to make you a star. This is the opportunity of a lifetime. I know we were both hopping 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!" Fluttershy clearly didn't want to, but Rarity was right in her face as she begged Fluttershy to do it. Fluttershy glanced over to Mario, who just gave her a concerned look.

"You decide what you feel is right," Mario mouthed to her in a voice only she could hear, "Don't let Rarity force you." He knew Rarity was just being considerate and that she was more disappointed than she was willing to show.

"Flootershy! It is time to make..." Photo Finish paused again, "...the magics!" Fluttershy just sighed as she went over to her without another word.

"Oh, wunderbar," Photo Finish told her, "You are like a delicate flower. So much more alluring without all those sparkles and feathers." While it can be said Photo Finish was only trying to encourage Fluttershy, Rarity felt rather hurt learning that Photo Finish hasn't liked the dress they had designed at all.

"Guess you were right about those dresses, Mario," said Rarity quietly, "I should have listened to you." Rarity walked sadly away as Mario followed quietly from behind. While he did wish the girls would listen to him more, he didn't want them to have to learn that lesson like this.

It wasn't long before Mario and Rarity it had returned back to the Boutique. Mario offered her some comfort in case she needed a good cry, but Rarity calmly declined and just asked if she could sew alone for a while. Mario conceded but promised to be back later to make sure she was okay. He hadn't been gone for a few minutes when Pinkie and Twilight arrived to see her.

"How'd it go? How'd it go?" Pinkie asked excitedly as she bounced on all four of her hooves.

"It didn't," said Rarity in a depressed tone, "Photo Finish wanted to work with Fluttershy, not me." Rarity then tucked on the black cloak she had made from her sewing.

"Oh Rarity, I'm so sorry," said Twilight, "Is there anything we can do?"

"I just vant to be alone right now," said Rarity as she pulled the hoodie over head and turned away.

"You heard her," said Spike, "She vants to be...alone." Spike shoved Twilight and Pinkie out before walking over to her with in a lovesick daze until Twilight roughly pulled him out.

"What? I didn't think she meant alone alone," Spike replied, getting glares from both Twilight and Pinkie.

Meanwhile, Photo Finish and her associates were busy getting Fluttershy ready for her big runway debut. Fluttershy was clearly feeling overwhelmed as the two assistants were fussing over her soft pink mane. She was currently wearing a teal-green dress with a multi-layered skirt, some ballet style green shoes on her fore-hooves, and her mane was tied upward with a silver tiara hairclip. One assistant was busy putting make up powder on her face while the other was putting on some blush to make her cheeks extra rosy. Fluttershy squeaked at all the make up being put on her face.

"Too much blush," said Photo Finish and the assistant wiped some off.

"Not enough," Photo Finish retorted and the assistant applied more.

"Too much."

"Not enough."

"Perfect," said Photo Finish at last.

"Ah...aaah...choo!" said Fluttershy, giving a very tiny sneeze.

"Oh yes! Even her schneezes are graceful," said Photo Finish, "Now go!" Her assistants quickly took their leave as Photo Finish and Fluttershy made their way towards the stage.

"How do you feel?" Photo Finish asked Fluttershy, "Excited? Overjoyed? Thrilled beyond your wildest dreams?"

"N...nervous," said Fluttershy timidly.

"Nervous?" Photo Finish exclaimed, "Dun be ridiculous. You're only facing a large crowd of ponies who will be watching your every move and silently judging you." Fluttershy cowered fearfully as the music began to play.

"Your cue! Now go!" said Photo Finish, giving Fluttershy a hard shove forward towards the start of the runway. Fluttershy nervously stepped forward a bit.

"No seriously..." said several upscale and fashion experienced ponies as they began to examine and chatter about her. Others were also taking pictures of her with their cameras. Despite everything in her body telling her to run, Fluttershy remembered why she was there.

"You can't let Rarity down," Fluttershy told herself, "You must do this. You must. You must. You must." Soon Fluttershy found a small comfort zone on stage. While she tried to smile and pose, she still was rather timid, shy, and reserved. However, the fashion ponies loved it.

"So graceful," said a pony named Lyrice Lilac.

"So lovely," added a pony named Royal Ribbon.

"So perfect for my new advertisement," said Hoity Toity.

It wasn't much longer before Fluttershy was a major fashion superstar. She began to make the front cover of several fashion magazines. She was even given the red carpet treatment for a premiere. A long white carriage appeared as Fluttershy and Photo Finish made their way inside the building with fans cheering. Rarity, wearing her peacock style hat, and Mario were right behind them. Only to be cut off by security and denied access. Rarity was taken aback. Mario approached, speaking in what sounded like Italian gibberish to explain they were on the list, but were still denied. Mario just groaned and Rarity felt indignant.

Soon others were sponsoring Fluttershy on their goods and products, including Sweet Apple Acres apples now had the yellow Pegasus's face on the crates as Applejack sold her apples proudly. Rarity and Mario gasped in surprise since they had come to visit the orange pony. They then looked up into the sky and some of the Pegasus ponies were advertising Fluttershy on a large banner as they flew by. Mario just looked while Rarity growled angrily. Mario figured that this would happen at some point. He had felt the same way when someone else became famous after he had been "retired" from the track team.

Rarity was getting jealous.

However, Fluttershy's new life in the spotlight wasn't all daisies and roses either. One day, the yellow Pegasus was just trying to fly and do something less exciting with her life when...

"It's Fluttershy!" a pony names Shoeshine shouted and soon other ponies were shouting excitedly as they chased after her. Fluttershy tried to run away, but was soon ambushed by paparazzi ponies wanting to take her picture. Seeing that running wasn't an option, she tried to fly away, but was soon bombarded by cameras and paparazzi in the air as well. Fluttershy then took off for the first place that came to her mind, Carousel Boutique.

Rarity was currently working on another dress and Mario was helping her again. Work had been pretty quiet until they heard the bell ring and saw Fluttershy ducked behind the door as ponies tried to peer inside, shouting and trying to get her picture once more. Mario narrowed his eyes and stomped towards the front door and stepped out.

"Get away from my sister you wanna-be parasprites!" Mario yelled before slamming the door and shutting the curtains so they would go away. Mario knelt beside Fluttershy and helped the Pegasus to her hooves.

"Are you alright, Fluttershy?" Mario asked concerned. Fluttershy just smiled and gave a nod. Rarity, however, was less sympathetic.

"Wow. Look how popular you are," said Rarity, her voice brimming on the edge between jealousy and sarcasm, "I'm so excited for you. You must be having the best time ever."

"Oh, yes," said Fluttershy in a tone that was far from casual, "Best time ever..." One could feel the awkwardness on the room and Mario was about to open his mouth to retort when a certain photography pony arrived.

"Flootershy! I have been looking for you everywhere," said Photo Finish.

"Just follow the paparazzi," Mario remarked annoyingly, but Photo Finish got in front of him.

"We have the thing at the place," Photo Finish told her.

"I'll see you at the spa? Our usual time?" Fluttershy asked as she flew out of the boutique.

"Of course!" said Rarity, "I can't wait to hear all about the... "thing at the place." That last part was said with bitterness but Fluttershy had already left.

"I'm the one who should be mobbed by strangers wherever I go," Rarity muttered jealously.

"Rarity, take it from someone who used to get mobbed by strangers and fans," said Mario, "it's not as great as you think...in fact, it can get downright..." Mario was then cut off when the bell to the boutique rang again and two mares walked inside.

"Welcome to the Carousel Boutique!" said Rarity, trying to be professional and cheerful towards the two mares that had entered the shop. One of them Mario recognized as Bon Bon.

"Is she still here?" Bon Bon asked, "We heard Fluttershy was here."

"Sorry. You just missed her," said Rarity, "But you're still in luck. I'm having a huge sale on some of our best designs."

"and you are...?" Bon Bon asked indignantly.

"Rarity, of course," said the marshmallow pony, "and you know my assistant Mario. He visits your shop regularly for your chocolate truffles."

"Never heard of you," Bon Bon replied. Rarity and Mario gave her death glares, knowing full well Bon Bon knew who they both were and was too focused on being star struck to see that. Nevertheless, Mario wouldn't be buying anymore of Bon Bon's candy after that remark.

At least for a while, he loved her chocolate mint and chocolate peanut butter truffles.

The "thing at the place" was actually an exhibit where Photo Finish was answering some questions regarding her latest photos of Fluttershy to some news reporter ponies.

"Obviously I, Photo Finish, am thrilled to have found her," the photography pony exclaimed as she gestured towards Fluttershy and the reporters continued to take pictures.

"Photo Finish?" Fluttershy tried to ask, but Photo Finish was too full of herself to hear the yellow Pegasus.

"She's a natural in front of the camera," Photo Finish continued.

"Um...Photo Finish?" said Fluttershy.

"I only need to point and shoot, and I capture...the magics!" Photo Finish said as she made a pose and the reports began to take more pictures of Fluttershy.

"Over here!" "Fluttershy, over here!" the reporters shouted.

"Photo Finish, I'm so sorry to interrupt," said Fluttershy, finally getting her attention, "It's just that I'm running late..." Photo Finish gasped.

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

"Oh, actually I'm supposed to be meeting my friend..." Fluttershy tried to explain.

"We Go!" said Photo Finish, pushing Fluttershy away from the reporters and before Fluttershy could finish her explanation.

Meanwhile, Rarity was just sulking inside a large jacuzzi style bath. Despite being in the water, she was wearing a towel over her mane as she waited for Fluttershy to show up. Mario had actually joined her this time, but was in another room getting a relaxing back message for the moment. Twilight had also stopped by for a day at the spa herself. She was still in her spa robe when she made her way towards the jacuzzi bath.

"My hooves are getting positively pruney," Rarity complained, showing her wrinkled fore-hoof to the purple pony, "I've been waiting here so long. Obviously Fluttershy's just too busy with her new career to spend time with her best friend."

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

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

"Rarity!" Twilight exclaimed, taken aback by her jealousy, "Fluttershy is your friend." Rarity knew Twilight was right. Mario had pointed out her jealousy earlier today too and now the reality of it began to make her feel very guilty.

"I know, I know," said Rarity sadly, "And I should be happy for her, but instead I'm just...grrr...jealous! Oh, please promise you won't tell her I feel this way. Please, please, pleasepleaseplease!" Rarity couldn't help but beg, even pleading to Twilight by leaning back so she was looking at the purple pony upside down.

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

"...Forever!" said Pinkie, appearing out of the basket of bath sponges and slowly sunk back into them. Twilight was stunned as to how Pinkie could fit in a basket that was clearly smaller than her. Rarity hadn't really noticed as she went behind a screen, changed out of her bathrobe and towel and came out wearing a stunning red and white stripped dress.

"Wow! You look great!" said Twilight impressed.

"Fluttershy may be the one who's famous," said Rarity, "but that doesn't mean I have to stop looking fabulous." Rarity made her exit as Twilight sighed and relaxed in the jacuzzi. A few seconds later, Fluttershy arrived.

"Rarity, I'm so sorry I'm..." said Fluttershy, "Oh no, She's already gone, isn't she? I saw Mario and thought she was still here. He even said she was."

"Sorry," said Twilight, "but I'm surprised Mario didn't know Rarity left though..." Fluttershy was too upset the be worried about that. She was more upset that Rarity was gone.

"Oh, I can't believe this," said Fluttershy, "I'm so frustrated, I could just scream." Fluttershy inhales loudly and let out a...

"aaaaaaaaaaaaaaaaaaaaaaaaah..."

...very soft, but adorable little scream that left Twilight rather underwhelmed.

"Feel better?" Twilight asked.

"No," said Fluttershy, "Can I tell you something?"

"Of course," Twilight answered as Fluttershy got comfortable in the jacuzzi.

"You promise not to tell Rarity?" said Fluttershy.

"I swear," said Twilight.

"Pinkie Pie swear?" Fluttershy asked her in a serious tone.

"Cross my heart and hope to fly, stick a cupcake in my..." POKE "...OW!" Twilight had tried to gesture the Pinkie promise but forgot to close her eye when she put her fore-hoof against it.

"I don't like being a model," said Fluttershy, "No, I hate being a model. All the attention is awful, just awful. I'm only doing it because Rarity told me that I must. I must. I must!" Fluttershy imitated Rarity before she sighed to herself. "...I must..."

"Oh really?" said Twilight with a smirk on her face, she then looked around and then motioned for Fluttershy to scoot closer, "Well...if you wanna know the truth, Rarity..." Twilight was then cut off when Pinkie rose out of the sponges again, giving her a death glare, gesturing for Twilight to zip it, and then descended back into the basket.

"Oh, what where you about to say?" Fluttershy asked, puzzled by Pinkie's behavior. Pinkie popped out again.

"Forever!" Pinkie warned quietly before sinking back down into the basket again.

"Nothing!" said Twilight with a toothy grin. Fluttershy gave her a funny look before the two girls finished their spa treatment and found Mario still sitting on the longue in a spa robe. He was looking glum.

"Mario, what are you doing here?" Fluttershy asked.

"Rarity invited me," said Mario quietly, "but I just found out she left...without me..."

"Oh I'm sorry, Mario," said Twilight. She wanted to say more, but with Fluttershy nearby, she didn't want to break her pinkie promise, or see the pink pony appear again to warn her.

"It's okay," said Mario, "Rarity has alot on her mind. At least she didn't leave me with the bill."

"Did you get that waxing, big brother?" Fluttershy teased.

"They don't do those here," Mario retorted, "I just got a steam and a back message. Since Rarity left me here, mind if I hang out with you two?" Fluttershy and Twilight just smiled. Once Fluttershy had put on a large floppy hat with a white band and rose clip as well as some white and blue sunglasses. They made their way out of the Spa. Fluttershy had willingly filled Mario in about her feelings and he was now up to speed on the situation, and that included Twilight's pinkie promise dilemma.

"I was just thinking," said Twilight as she, Fluttershy, and Mario walked through town, "If you really don't like being a model, you could always quit."

"Yeah, little sister," said Mario, "I even said don't let Rarity force you into doing something that you're not happy with."

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

"Not really," Mario muttered under his breath so Fluttershy couldn't hear him.

"But Rarity told me..." Twilight tried to explain, but then Pinkie rose out of a nearby cart of apples. Eerie music could be heard as she gave Twilight a shaking head and a threatening glare, slowly taking a bite out of an apple.

"Mmm...Juicy!" said Pinkie as she continued to enjoy the apple.

"Uhhhhhh!" Twilight groaned, feeling torn about what to do now. Fluttershy had already dismissed

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

"I guess you're right," said Twilight and then paused when she realized something, "You're right. You're right, you're right, you're right!" Twilight began to hop about excitedly, bouncing before Fluttershy and Mario...until her excitement cause her to knock Fluttershy's hat and sunglasses clear off her face.

"It's Fluttershy!" said a pony named Gala Appleby and the poor Pegasus was soon swamped by a good dozen fan ponies as Twilight and Mario were buried alive. Mario pulled Twilight out of the crowd before going back for Fluttershy.

"Don't worry little sister I'll save you!" Mario called out as he pulled out a star cookie, "Twilight you go on and work on that idea of yours. I'll get Fluttershy out of here!" Twilight nodded as Mario gobbled up the cookie.

(cue invincibility music)

STRIKE!

With a simple spin dash, Mario ten pined the fan ponies away from Fluttershy.

"Come on!" said Mario as Fluttershy followed close behind, but the fan ponies and paperazzi were gaining on them because Fluttershy wasn't a very fast pony. Mario then got an idea.

"Here!" said Mario as tossed a star cookie to Fluttershy. She almost dropped it but managed to catch it with her mouth.

"I thought it only worked..."

"Just eat it and go!" Mario called. Fluttershy gobbled the cookie quickly.

"Mmmm...buttery..." said Fluttershy when...

Invincible Fluttershy!

Fluttershy suddenly felt stronger, faster, and even...braver. She took off so fast that none of the fan ponies on the ground or in the sky could catch her. Those in her way were knocked back as soon as she was close enough to make contact. Mario smiled as his own invincibility wore off as he saw Fluttershy disappear to safety. Once she had disappeared, he went to go find Twilight. By the time he had found her, she was discussing her idea with Pinkie as the pink pony was icing and decorating some apple cupcakes.

"Don't you see? On her own, Fluttershy could never do something unattractive," said Twilight to Pinkie, "But if I used my magic to help her do something unattractive at her next fashion show, no one will ever have her 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!" Pinkie just smiled until Twilight got into her face.

"You can't tell anyone about it," Twilight warned her, "You promise not to tell anyone?" Pinkie just smiled as she moved a hoof across her mouth, then looked like she dropped something, buried it, raised her fore-hooves and then moved them in front of her. Her mime act left Twilight and Mario puzzled.

"I was following until the very end," Mario pointed out.

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

"Uh, Yes!" Pinkie answered, "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 on top of the hole where I buried the key, then moved into the house on top of the hole." Pinkie gestured as she explained and then gave Twilight and Mario a squee and a smile.

"Obviously," said Twilight.

"Oh this girl drive me nuts," Mario remarked.

Later on, Fluttershy was back into her modeling dress as everyone else was gathering to watch her make her appearance on the runway. Photo Finish smiled as she waited anxiously for the show to begin. Fluttershy was nervous...as usual.

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

"They love you for being you," said Twilight, "So all I have to do is make you not be you. Just leave it to me." Fluttershy felt a bit suspicious when Mario nodded and smiled.

"Are you sure Mario isn't going to help?" Fluttershy asked skeptically.

"No," Mario replied, "I could never make you look bad, even if it is for the greater good." Fluttershy just smiled and gave him a hug. Twilight giggled.

"Do you two have feelings for one another?" she teased.

"NO!" they both snapped angrily.

"Mario is cute, but he's not my type," said Fluttershy, "my type of pony is someone who is shy and quiet, just like me. Yet he is also very strong and handsome and slays monsters with dual swords!" Twilight and Mario looked dumbfounded as Fluttershy made a dynamic pose. Fluttershy soon realized what she said and looked away with her cheeks blushing a deep shade of pink.

"Umm...well...yeah..." she stuttered until she heard the music and realized that it was her time to walk onto the runway. She had just barely made her exit when Rarity arrived, wearing a glittery pink, purple, and blue sparkly dress and matching feathery headdress with her mane in an updo. She didn't want to be there, but her curiosity had gotten the better of her.

"Guess it's time to see what the fuss is about," said Rarity bitterly. Fluttershy only took a few steps before Twilight put a magic aura around Fluttershy, causing her to trip and land on her face. This caused the music to come to a stop. Fluttershy starts to twitch uncontrollably and then plops face first into the run way again. Everyone gasped and Photo Finish dramatically faints. Fluttershy then start flying with only her back end airborne and dragging her front half against the runway. Fluttershy then gasped as she suddenly sits down.

"Ooh...Aah!" Fluttershy grunted as she begins to publicly pick her nose in front of the crowds, making them gasp again. Rarity smirks, seemingly enjoying what was happening to Fluttershy. Then Fluttershy started barking and panting like dog, even scratching herself with a hind leg. Rarity wasn't smiling anymore.

"Oh no," Rarity said worried. To her, Fluttershy was really cracking under the pressure and having a meltdown as Fluttershy began to bray like a sheep.

"Get her off the stage!" Golden Harvest yelled.

"She's an embarrassment to all things fashion!" Lemon Hearts added.

"I, Photo Finish, have made a terrible mistake!" the photographer pony lamented as she face-hoofed herself as various ponies began to boo loudly at Fluttershy. Mario and Twilight smiled as they exchanged a high-hoof for a well executed plan.

"Bravo! I say bravo!" shouted a familiar voice, making both Twilight and Mario gasp.

"Bravo?" Lyrica Lilac asked indignantly, "Who could possibly say bravo to that horrid display?" That pony was Rarity.

"Such attitude! Such pizzazz!" said Rarity, stomping her hooves to show applause, "She's invented an entirely new kind of modeling! Bravo!"

"Who is saying these things?" Lyrica Lilac demanded.

"It's her," said Royal Ribbon, point to Rarity, "The unicorn in the gorgeous cape and headdress."

"Now that is a pony who clearly knows a thing or two about fashion," said Lyrica Lilac, "Well, if that pony likes it, then I do too! Bravo!" Soon everyone else was cheering for Fluttershy once more. Fluttershy just moaned in defeat. The entire plan had backfired in seconds thanks to...

surprisingly not exactly Rarity, but something much worse...

trendsetting

Back in Fluttershy's dressing room, she, Twilight, and Mario were still surprised at how Rarity had foiled their plan. Fluttershy was more frustrated than ever.

"This is awful," she told them both, "Just awful! Somehow I've become more popular than ever. Oh, I'm so frustrated that I could kick something!" Fluttershy tried to buck a nearby large vase, but she hit it so lightly that all it did was wobble a bit for a couple of seconds.

"If only Rarity didn't want me to become a model so badly," said Fluttershy.

"Ugh!" Twilight groaned, "But Rarity...!" Twilight then stopped herself by showing a fore-hoof into her mouth. Mario gave Twilight a funny look until Rarity opened the door.

"Fluttershy!" said Rarity worried, "Are you all right?"

"I'm great!" said Fluttershy, trying to sound casual, but failing miserably, "I'm a super famous fashion model. Why wouldn't I be great?"

"Because you ha...!" Twilight then caught herself again and covered her mouth as she squatted to the floor in a panic. Mario rubbed Twilight's back to help her settle down.

"Will one of you please just tell the other the truth before Twily here explodes?" Mario asked annoyed. Rarity and Fluttershy just looked at the purple pony for a moment.

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

"You did?!" said Fluttershy in shock.

"Of course she did!" Twilight snapped, "Because...!" Twilight then shoved a bunch of plastic fruit into her mouth. Fluttershy and Rarity look at her puzzled. Mario flinched before gesturing with a fore-hoof for Rarity to keep going.

"I'm jealous," Rarity confessed, "I wanted all the attention. And instead it was going to you. I even started hoping 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?"

"But...Fluttershy doesn't..." Twilight stuttered, making long faces before running towards a nearby flowerpot.

"Ugh!" Twilight cried out and then ducked her head inside of it. Mario just gave Fluttershy a sad look and the yellow Pegasus knew what she had to do.

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

"You do?" said Rarity surprised.

"More than anything," Fluttershy confirmed.

"Then why did you keep doing it?" Rarity asked.

"I was afraid if I quit," Fluttershy explained, "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," Rarity added, "you'd think I was a terrible friend."

"Never!" said Fluttershy.

"All this time!" said Rarity in realization.

"If we'd just told each other the truth," Fluttershy finished in the same tone.

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

"Me too," said Fluttershy in agreement.

"Cross my heart and hope to fly, stick a cupcake in my eye," Fluttershy and Rarity said together, even doing the gesture before they shared a hearty laugh together. Just then, Photo Finish arrived.

"You were brilliant. Brilliant!" Photo Finish exclaimed joyfully to Fluttershy, "I've already got six photo shoots lined up for tomorrow alone!" Rarity and Fluttershy looked worried for a second before they smiled.

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

"Whaaat?" Photo Finish said in shock.

"We go!" Rarity and Fluttershy said together, giving each other a hoof bump, before laughing as they made their way out of the dressing room. Photo Finish was still stunned.

"Vat has just happened?" she asked. Mario was about to answer when Twilight, who still had her head in the flower pot, pulled her head out and shouted:

"Spike has a crush on Rarity!" Twilight then covered her mouth. It was then Pinkie appeared from behind the vanity mirror.

"And you were doing so well," said Pinkie with a sigh.

"Back off Pinkie," said Mario, "if I recall, you broke your pinkie promise to me not too long ago, remember?" Pinkie's eyes widened.

"Um...heh...you k-know what," said Pinkie nervously, "E-e-everyone makes mistakes and breaking a secret doesn't always mean losing trust and f-f-friendship. Umm...w-we'll just call this practice and next time I'm sure you'll keep your pinkie promise. Okay? Okay! Bye!" Pinkie then disappeared as Photo Finish just dismissed herself without another word. Mario and Twilight just chuckled with each other and gave each other a high hoof.

The next afternoon, Twilight, Fluttershy, Rarity, and Mario were at the spa. Fluttershy sighed as she enjoyed the jacuzzi bath.

"Now this is a wonderful way to spend an afternoon," she said happily though.

"Isn't it though?" said Rarity from the steam room in her seaweed wrap and mane tied in an upward hairdo.

"Y-y-y-y-you s-s-s-said i-i-i-it!" Mario replied from a next door room where he was getting another back message. Twilight was just enjoying a bubble bath.

"Dear Princess Celestia," Twilight recited,

"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?"

"No, I did not," said Spike angrily, "I still can't believe you told someone about my secret feelings for Rarity."

"You're right," said Twilight, giving him a sincere smile, "that was wrong of me, and I'm very sorry."

"Apology accepted," said Spike after a brief pause.

"Now will you take down my letter to Princess Celestia?" Twilight asked.

"I would love to, but..." Spike was standing before Rarity as he fanned her with a red paper fan that had the unicorn's face on it, "I'm a little busy at the moment." Twilight just sighed to herself, but a smiled was on her face. Back in the message room, Mario had heard what Twilight had said in her planned letter to Princess Celestia.

You should never be afraid to share your true feelings with a good friend.

"But...those feelings she was talking are things like jealousy, being sad, or angry, or upset," Mario said quietly to himself, "That doesn't apply to...romantic feelings...does it? Should I not be afraid to tell Twilight how I really feel about her?"

Mario wasn't sure what he should do...

I pretty much hinted at another potential OC with Fluttershy's little love interest. If you want to see him have a cameo, let me know in your reviews. Other than that...

I've captured...the magics!

...

I GO!

Peace Pony Fans!