“Welcome to Carousel Boutique, where everything is chic, unique and magnifique!”

The prerecorded greeting played from the speaker above the door the moment Pinkie Pie entered, doing the same job as a bell but much friendlier, and Pinkie instantly felt some of her worry melt away. Prerecorded Rarity spoke those words with just that perfect mixture of pride and grace, perfectly pitched to make the customer feel both welcome and confident in the store, but more importantly, Pinkie had been in this place many times before and loved it. It was familiar and homey. From time to time she’d even floated the idea of opening a boutique of her own, although Rarity had always steered her away from the subject with the tact of a politician and the shock of a Stanley-Milgram experiment.

Reddish pink curtains hung down from the ceiling every few feet, providing an air of constant mystery to offset the homishness. Behind the immaculate violets and golds of the rest of the boutique, those curtains seemed to promise anything and everything. Sweep aside this curtain, and find yourself on a pirate ship. That curtain, and enter an underwater kingdom. A circus ground, a floating castle, a balloon factory, a gloomy dungeon, anything was possible. Or leave them all in place, and remain in the Carousel Boutique and meet its owner.

Rarity descended the silver staircase at the back of the room, evidently summoned by the speaker over the door and wearing a one-piece sapphire dress slightly shorter and tighter than was probably legal, and for a moment Pinkie felt her stomach clench. She didn’t really have an appointment, after all… would Rarity be too busy to help her? And even if not, which Rarity was it that she’d found? The one who left the cafeteria in a huff after drinking her milk? The one who was so engrossed in that same milk that Rainbow Dash had to all but drag her away? Or another entirely?

“Dearest,” said Rarity, sounding scandalized and yet not actually clearing up the issue, “you’re completely naked!”

“Uh, yep!” Pinkie scratched her back, unsure if she was supposed to feel self-conscious. “Cheerleading is one heck of a drug.”

“Cheer…?” Rarity stared at her blankly for a moment before her eyes widened dramatically. “You haven’t been naked the whole time since then, have you?!”

“Well, yeah…”

“I’m so sorry!” Rarity sprinted down the stairs and flung herself upon Pinkie, squeezing her close between two slender white arms. Her golden armbands clicked hard against the top of Pinkie’s back, but the hug was otherwise wonderful, and Pinkie surrendered herself to it and leaned forward into Rarity’s sapphire dress and its lavender ruffles. Rarity clutched at her, seeming with each chaste squeeze to pump some more life back into their briefly deflated friendship, and Pinkie let out several breaths she hadn’t known she’d been holding.

The whole time, Rarity continued to whisper-shriek apologies. “I’m sorry, really I am! I just assumed you’d have some other clothes to wear at home, or stashed in the school somewhere, or, or, or something! Oh dear, and I took your enchanted underwear too, didn’t I? You must have been feeling humiliated!”

Humiliated! Just the night before in the tent, Rarity had been expecting her to be as happy with her oft-naked life as Fluttershy was, and Pinkie hadn’t even given her an especially coherent explanation why she wasn’t. Not that she exactly had one, though she did feel like she was getting closer by the day. But now… well, Pinkie supposed that dressmakers had to be flexible, and here was Rarity flexibly adjusting her expectations. Awesome!

She patted Rarity’s back as reassuringly as she could while still being partially crushed by the whiter girl’s embrace. “Aww, it’s okay! I mean, sure, I have had a really crazy day so far… do you know the marching bands? A girl named Team Player?”

“But of course!” Rarity at last let her go and returned to a state of winningly professional composure, complete with winningly professional smile, though Pinkie couldn’t help but notice each time Rarity’s gaze dropped ever so briefly to Pinkie’s chest instead. “The bands are excellent customers of mine.”

Pinkie had rather liked their costumes, now that she thought about it. “Nice! Well, School Spirit all got naked and brought me over here to get some new clothes! No, don’t worry, their outfits are fine,” she added, making an educated guess about the source of Rarity’s sudden look of horror. “One of the girls was watching them.”

Rarity nodded as she took this in, lips pursed and eyes wandering to the side. It took a little while, but eventually she seemed to decide this was an acceptable state of affairs, for she clapped her hands together and her expression changed to one of satisfaction. Pinkie smiled too, and she and Rarity took a few seconds out of their day to smile at each other like idiots.

“So!” said Rarity, and the smiles broke. “As it happens, my schedule is quite open today! What can I do for you, Pinkie Pie?”

As naturally happened with such open-ended questions, a wealth of possible answers bounced their way into Pinkie’s brain—‘fix all my life problems,’ for instance, or ‘take off that dress and do me right here,’ or ‘sing a silly song for me’—but she managed to narrow them down to two. “I was mostly looking for clothes! You know, for my body? And if you’ve got time after that, I’d really like it if we could be friends again!”

“Friends?” Rarity tilted her head to one side, and Pinkie took a moment to admire the way her curls of purple hair bunched around her horn as she moved. “Aren’t we friends? After all that dusting up with Sunset last semester, that is?” Despite Pinkie’s best efforts, Rarity’s face was impossible to read.

“Um, well… I’m not really sure? I mean, you were getting pretty friendly there last night! But, like, in the cafeteria the other day, with Applejack and the others?”

“Ah, yes.” Pain entered Rarity’s face, enough that Pinkie felt guilty for causing it, no matter how convoluted the actual chain of responsibility might have been. “I’d been hoping… well… yes, no. Hmmm.” She bit her lip, which fought off some of Pinkie’s guilty feeling at least by looking sexy. “I owe you some apologies, Pinkie. Can we sit down, maybe? I feel awkward enough about this already, and standing doesn’t help…”

Pinkie made some random noises in the affirmative, and the two girls relocated to a diamond-patterned bench underneath two hairstyling machines. The bench was long and delightfully cushiony, but they stuck to its center, where there was no danger of hitting their heads against the hairstylers. Pinkie crossed one leg over the other, to make her utter nakedness at least a little less prominent, and was just considering trying to cover up her boobs when Rarity took one of her hands in her own and made that not even an option.

They sat that way in silence for several minutes with Rarity’s white fingers slowly sliding across Pinkie’s pink ones, moving at random or else tracing some lines whose purpose and identity went unexplained. The hairs on Pinkie’s back rose in alarm; she hadn’t known what to expect from the Carousel Boutique, but if anyone had been going to apologize for something, Pinkie had thought it would have been her. That scene in the cafeteria had been pretty memorable. But then here was Rarity claiming to be in the wrong somehow, and getting extremely absorbed by Pinkie’s hand in the meantime. At least it made for an interesting change from people getting extremely absorbed by her tits.

Rarity opened with a question. “Pinkie Pie… would it be fair to say you’re having some trouble transitioning out of high school?”

Pinkie winced. Blunt, but she didn’t see any point in trying to conceal the truth. “Yeah, that sounds pretty fair.”

“So am I.”

“You?!” Pinkie blinked openmouthed at her. “But you’re Rarity! You’re a small business owner! The Cakes are all but counting down the days till you turn up as the new head of the neighborhood association! Personally, I’ve got my money riding on the day after graduation, so if you feel like some insider trading and hey, you want to help a sister out…”

Rarity smiled, clearly flattered yet still a little absent. “Yes, I am doing quite well, aren’t I?” Pinkie felt her hand get squeezed gently. “And you know, that’s the trouble. By any reasonable metric, the Carousel Boutique is a miraculous success! I’ve had personal commissions from clients by all rights too famous for me even to have dreamt of designing for, from Principal Celestia on up! All this before I graduate high school!” There was a shine in her eyes, a shine that didn’t quite disappear as her voice and eyes both dropped to the bench between them. “But is that really me?

“Our friends don’t have this problem, you know. Putting aside our magical pony friends who just happen to be interdimensional tourists, at least.” She was beginning to speak more quickly, and Pinkie got the distinct impression that a dam was bursting inside of her, letting loose still-unexplained worries that had been building but constrained for quite some time. “Rainbow Dash hasn’t looked behind herself in years. Fluttershy’s on her way to a smooth transition. Applejack’s always been that same lovable farm girl at heart; school for her is more of a curiosity than a lifestyle. But there’s me, and there’s the businesswoman I’ll need to become, and I don’t see how they’re the same person at all!

“How, Pinkie?! How am I going to do this? My screams are infamous around school grounds. I freak out at shiny things, or mud, or small children, or unexpected breast milk. I can’t even tame my little sister, for goodness’ sake! That’s me, Pinkie, and sometimes I’m proud of it and sometimes not, but you can’t tell me that isn’t who I am! So now what? Either it’ll shine through, and my clients will see my professional façade as a façade…

“…or I’ll destroy it.”

Rarity’s voice had risen to a near screech toward the end, but she dropped down to a near whisper for the last few words. Pinkie stared at her in a mixture of awe and self-chastisement. She’d been so thoroughly wrapped up in her own life and her own problems—with a side order of Fluttershy—ever since Twilight had shown up, that she’d managed to completely miss all this going on with Rarity. No, it wasn’t as recent as just that! Rarity had been growing for a long time, longer than just during Twilight’s visit, but growing… what? Older? Distant? Or simply apart?

Pinkie looked at her friend and was surprised to find her miles away, even though they were still holding hands. Rarity lived in a world of commissions and fashions and potentially enormous amounts of money, and Canterlot High had become little more than a formality for her. You probably didn’t even need a high school diploma to sell dresses. But the worst thing was that she wasn’t alone in, uh, being alone. Rainbow Dash lived in sports now. Applejack was returning to the shell that was her family and farm. How many awesomely inane songs had they sung about friendship just a semester ago, only for it all to crash onto the rocks a couple months later?

It wasn’t even Sunset Shimmer’s fault, or if it was, she’d gotten several thousand times more subtle than before. There wasn’t even a villain. Her friends weren’t even unhappy! Fluttershy loved her animals. Rarity loved her dresses. They really were different—maybe not as different as the night was from the day, as Twilight put it, but they were different nonetheless, and in ways that made them happy and gave them reasons to live! What right did Pinkie have to try to hold them back?

It was the feeling of Rarity’s hand in hers that reminded her that she was wrong, and she squeezed it as hard as she knew how in gratitude. If Pinkie Pie’s friends wanted to forge brilliant new lives and leave her behind, then realistically? She had to let them! It would be hard, but she could do it. But she couldn’t know for sure they wanted that unless she asked them first! That was what a friend would do! And Rarity was being perfectly clear that she at least didn’t want to leave Pinkie Pie behind at all, no, she even had some kind of apologies to make…

“Gee,” she said, having no better way to summarize her swirling thoughts. “So, uh… how do I come into this?”

Rarity looked rueful. “Truly, dear? For better or worse, you didn’t… at least, not until the other day in the cafeteria. You brought us your milk to drink, and I, ah, freaked out. I showed the real Rarity in front of everyone. So I overreacted: I distanced myself from my reaction, from your offer, and overall from you. Breast milk wasn’t in style, and I couldn’t let myself be associated with something so unfashionable.”

Pinkie squeezed Rarity’s hand again, this time to calm her down. “Aww! Rarity, you don’t need to feel bad about that! I’d probably have done the same thing… well, not really, because I don’t care so much about fashion and stuff. Still, I bet if you gave me long enough, I could come up with a really good comparison. It’s not a big deal!”

Rarity stared at her, not exactly ‘openmouthed’ but certainly with a visible surprised gap between her lips. “Pinkie, I used you.”

“But you just apologized! You can’t be evil if you feel sorry about it.” The words sounded important to Pinkie as she spoke them, and she filed them away for further pondering later on when she wasn’t feeling so excited and certain. After days of nonsense about giant breasts and weird feelings about public nudity and sexuality that she still didn’t fully understand, somebody had finally given her a neatly packaged problem to solve, and one that she could solve just by being herself!

“Rarity,” she continued, feeling the hair on her head bounce around as she talked, “how’d we beat Sunset?”

“With a tacky rainbow?”

“Right! I mean, the answer I was looking for was friendship, but I guess that’s true too. And freshman year, how did we get over all our worries and social ouchies and things and find our places in the school?”

Rarity smiled, looking like she knew where this was going. “Friendship.”

“Right! And after you’ve spent all this time fretting on your own about making nice-nice with your business people and what it’ll do to your true soul or whatever, what’s going to offer you rice on one plate and pudding on the other and let you choose both at once?”

By then Rarity was laughing. “Friendship?”

“Right again!” Pinkie leaned in close, cutting the distance between them to a scant few inches of massive pink and purple hairdos. “My friendship, anyways, and I’ll bet you can get some of the rest of the gang to help you out too!” There were a lot of assumptions bundled into that sentence, more than she let on—assumptions, for example, that there was still a gang to get help from in the first place—but none of that mattered to making Rarity feel better. She focused on telling Rarity the things she wished somebody else would tell her. “Whenever you’re feeling stifled, just knock on my door and we can get our freak on together, all righty?”

“I will, I will!” Rarity laughed again, her eyes shining with hope. “In fact… would Wednesday evening work for you?”

“Ooh, not really.” Pinkie licked her lips for a moment, then brightened. “Actually, yes, totally! I’m supposed to be hosting a party then, see, but if you want, we could decorate it together like in the old days!”

Rarity pressed her head against Pinkie’s, narrowly failing to inflict a stab wound via bright white horn. “Count me in, dearie! What’s it for, or is this one of those parties you haven’t decided on an excuse for yet?”

Pinkie Pie told her. Rarity blanched.

“Yeah,” said Pinkie, “I know. It’s really weird. But it’s just the once, and it’s for a friend—sort of, I guess—and a Good Cause and all that. But I’m definitely going to need some clothes in the meantime!”

“That I can do!” Rarity gave her a somewhat self-conscious-looking wink. “Now that we’re friends again, after all.”

“Exactly!” Pinkie made to rise to her feet, then stopped and frowned. “What was up with last night, by the by? That didn’t exactly stop you then.”

That time Rarity blushed, without the slightest bit of visible pretense. “Oh. Um. Honestly, dear? That was lust. I do genuinely find you sexually attractive, and after I’d already used you in the cafeteria, it felt easy to use you again, ah, a little more literally…”

Pinkie blushed too. “Ooh.”

“Indeed. I, ah, apologize for that too. It won’t happen again, I promise you…”

“Hey—hey, you don’t need to go that far!” Pinkie blinked at herself and the instantaneousness of her reaction, but plowed right on ahead. “I mean, like, uh, a little using’s okay between friends, so long as you ask first, you know?” She felt, rather than saw, Rarity’s eyes return to her and sweep across her exposed body. It was a nervous, intoxicating sensation, born of that now-familiar feeling they were doing something they weren’t supposed to.

“Are you sure? That is… if it’s not too much bother, I wouldn’t mind using one certain part of you a little before we get started…”

Pinkie grinned cautiously. “Sure!” She eyed her breast nearest to Rarity, waiting for that lovely white head to latch onto it again. “Anytime you’re ready, ju—mmmmph!”

Defying expectations, Rarity leant in and captured her in a passionate kiss, one that left no room for further questions or apologies. Her lips felt full and glossy—Pinkie guessed she’d have some lipstick to clean off of herself before the day was over—and spread out over Pinkie’s like a pincer crab. Not until Pinkie squeaked, breathless, did Rarity scale back her assault, leaving them both room to breathe and to relax.

Freed from the threat of suffocation, Pinkie slid her arms around Rarity’s back and cradled the other girl against her tits. Rarity’s breasts, hidden beneath her sapphire-tinted dress and its many sequins, bunched up on top of Pinkie’s much larger ones, but they were both able to lean forwards enough to continue kissing despite the billowy, globular distance between them.

Rarity embraced Pinkie as well, and they sat there with hands rubbing up and down Pinkie’s naked torso and Rarity’s sparkly dress, silence only broken by the occasional giggle or delighted squeal. Rarity wore—and Pinkie Pie was quickly inheriting—a delicious blackberry lipstick, and so it was blackberry that overcame Pinkie’s senses as their lips mingled with each other, pressing and sucking and nuzzling and all the rest of it.

A tongue stole into Pinkie’s awareness, sliding forcefully from between Rarity’s lips, and she met it with her own. They sloshed together in a dripping dance, still tasting strongly of blackberries, and Rarity murmured in delight. Pinkie felt her tits give a quick spasm, and strawberry milk spilled onto Rarity’s dress and stained it a dark purple. A couple of fruits, they were.

Twisting her upper body around toward Rarity while her legs still hung off the bench was getting to be murder on her back, so Pinkie scooted around to face her. It was a little awkward to shift her whole body across the bench while still kissing Rarity, but the rewards made up for the inconvenience. Soon she was sitting with her legs spread each one to one side of the bench, leaving her coital carwash open to the world, save for the concealing pubic knots above it. Although by “the world” Pinkie supposed she really just meant Rarity, and anyway Rarity seemed to be too focused on kissing to notice a little thing like a gaping pussy in front of her. Just as well, probably.

Rarity giggled girlishly and squirmed further into Pinkie’s embrace, her face now permanently flushed and her eyes invisible behind long lashes. Pinkie took the hint and closed her eyes too, letting the world slip into darkness and hot makeouts. She made love to Rarity’s mouth with her own, exploring every crevice with her lips and tongue, and Rarity gave back at every turn, making Pinkie feel completely wanted and loved.

One of Rarity’s hands slipped over to Pinkie’s front and rented a room at Breast Western. Pinkie moaned into Rarity’s glossy kisses, and Rarity capped her exploration at Pinkie’s nipple, squeezing it until milk jetted forth all over her hand and upper arm. She drew back from the kiss, and Pinkie felt momentarily hurt until Rarity, eyes and mouth set in the most seductive smirk Pinkie had ever seen, held up her hand between them, thoroughly soaked as it was with strawberry milk.

The two girls leant down toward Rarity’s hand, kissing and licking it from fingernails to wrist. Pinkie was no stranger to her own taste by then, but coupling it with the perfect curves of Rarity’s long fingers—to say nothing of the sensation of another girl right next to her licking from the same fingers—made the experience infinitely more erotic than any milk drinking had a right to be. Her inverse oubliette was on fire—strawberry fire?—and actively ruining Rarity’s couch the same way her breasts were actively ruining Rarity’s dress.

Rarity’s hand dried up, or at least the wetness of the milk was replaced by the wetness of saliva, and the unicorn girl returned her attentions to Pinkie’s mouth for one last, long, lingering kiss that shot sparks into Pinkie’s brain and rendered her incapable of speech for several seconds after they were done. Instead they stared at one another stupidly, each panting a little, hands resting on each other’s breasts possessively but without any active fondling. Rarity’s composure was again developing cracks, though Pinkie would have felt a little prouder about that if she hadn’t herself cracked completely a long time ago.

Finally Pinkie Pie rediscovered speech. “What was all that for?”

Rarity’s face was a pink carnation. “For friendship. For being the friend I needed so badly that I convinced myself I didn’t need you at all.”

At that point it got very hard for Pinkie not to kiss Rarity again, and again, and then maybe again for good measure, but she had a sense where they’d end up if she tried, and Rarity hadn’t quite requested that and besides maybe it wasn’t the right time for it…

“By the way,” she asked instead, “is your store still open?”

Rarity screeched and sprang from the couch like a purple-haired geyser. Her horn grew several times brighter, and Pinkie watched in amazement the boutique coming alive around her. Light blue glows, peppered with white sparkles that came and went in a million little variations, surrounded one curtain after another as the scene inside the boutique was closed to outside view. The OPEN sign in the frontmost window was switched to CLOSED just before it too was covered up by curtains, and Pinkie could hear the sound of a door locking. For one glorious moment the room was illuminated only by Rarity’s magic, which cast everything in a stark blue with surprisingly sharp shadows, but then she gave a quick tilt of her head and the artificial lights on the ceiling clicked on. Only then, her magic done, did Rarity start to relax.

Pinkie rose tentatively to her feet, resting one hand against her still-warm mound and yet managing not to finger herself on instinct. “Wow!” she said after a moment of uncertain standing. “That was awesome! You’ve gotten really good with your magic horn.”

For a moment Rarity smirked—“You have no idea.”—but then she shuddered and clenched her hands into nervous fists. “Darling, I’m so sorry! I am a horrible fool. I should have closed up the moment you got here dressed like that, and especially before we spent all that time kissing!”

“No, no, no, don’t worry!” Pinkie waved her hands beseechingly in front of her, or at least tried to, though she suspected the result looked more than a little like jazz hands. “It was an accident!”

“An accident that could have besmirched your honor!”

“My honor? Rarity, I just fucked Fluttershy on the soccer field. If there’s anyone’s honor you should be worried about…”

“Oh heavens, I didn’t even think about my honor! What if Photo Finish was walking by and happened to look in the window, or—”

“I’m sure she didn’t! Rarity, please, calm down for a mome—“

“How can I calm down when I may have endangered both our very lives? Pinkie Pie, I—“

“Rarity, no, it was an accident! An honest, everyday accident! There’s no need to get weepy!”

“Get weepy?! I…” Rarity stopped, breathed heavily, and finally laughed at herself. “Well, yes, perhaps I would have. You are remarkably adept at triggering my freak outs, Pinkie Pie, even without trying.”

Pinkie shrugged and took it as a compliment, certainly glad that they weren’t shouting anymore. They were standing awkwardly far apart after Rarity’s mad magics, and she wasn’t sure if she should be the one to move to bridge the gap, at least physically. Instead she lowered her eyelashes and smiled wickedly at Rarity. “Am I really so awful to make out with?”

“Awful?” Rarity looked at her in the most flattering expression of disbelief Pinkie had ever seen. A warm feeling tugged at her heart and loins. “Heavens, no! Pinkie, if I haven’t made my attraction to you clear by now, I don’t know how I can.”

“So it’s other people maybe knowing about it that squicks you out?”

“Maybe? I’m… not exactly sure yet.”

Pinkie’s appraisal of her friend turned sympathetic. Come to think of it, she probably had a lot more experience than Rarity did with sexuality and the public eye and how they played nicely together—or didn’t. And if Pinkie was still working out a lot of the details, then she supposed Rarity must have been feeling at least twice as lost as she was. “Public sex isn’t really part of your new image, is it?” she guessed after another moment.

“I… perhaps not?” Rarity’s frown intensified, but she continued before Pinkie could prompt her with another question. “One thing’s for sure, dear. Whether or not I’d have liked others seeing us, I shouldn’t have put you in that position without asking. Yes, yes, I know it was an accident, but…”

Rarity’s hesitating explanation trailed off at that point, but Pinkie was able to pick it up from there. The scene outside the boutique, when she’d tried to take advantage of TP’s nudity and arousal without her consent, would probably feature prominently in her guilty moments for a long time to come. And honestly, she could easily imagine Rarity doing the same thing.

Had Rarity forced herself on Pinkie for the kiss? Not exactly, but she could have been a bunch clearer with her request. And sure, she’d asked Pinkie’s permission the night before to drink from her convex, but that same asking permission had been noticeably absent when Rarity had decided to finger her concave. And there was something a little dubiously consensual about that whole pompom setup, if she was listing such things. None of those points were really awful on their own, but they did add up to a girl who maybe had some problems substituting out consent in favor of… control?

Oh, that made sense! Rarity’s updated personality was all about control, after all: control over her freak outs and anything else she didn’t think was appropriate for a proper businesslady. And Pinkie wouldn’t have been remotely surprised if running a dress shop involved taking a lot of control over your customers, like telling them what they wanted before they’d figured it out for themselves. So maybe Rarity was just now discovering the dark side to her new skills? Or more likely she’d discovered it before, and this was just another time it showed up and made her feel sad about herself. Either way, Pinkie knew what she should do.

She crossed the distance between them at a sprint and flung her arms around Rarity, who squeaked in surprise but gradually returned the hug. This time they stayed perfectly chaste, with no wandering hands at all to speak of, and Pinkie could hear a sniffle that Rarity didn’t quite manage to hide.

“Consent’s harder than it sounds,” said Pinkie into Rarity’s hair. “But I trust you! You’re my friend and I love you and I’ll always be here for you, whether you forget to ask or you’re too afraid or anywhere in-between!” She grinned invisibly. “Pinkie Promise.”

“How did you…?”

“Just a hunch!”

Pinkie felt the pressure of the hug increase a little, plus a release of hot breath against her neck. “Pinkie Pie,” said Rarity in a fond voice, “I don’t believe I’ll ever properly understand you.”

“Me either!” said Pinkie, enjoying the ambiguity. Still, she gave Rarity an answering squeeze around the waist. “So, uh, can I still ask you for some clothes, or should I go away and come back later for that?”

“Clothes!” The word seemed to act as a sort of psychic trigger for Rarity, whose hold on Pinkie transformed from a hug to a hand hold within the span of an instant. Pinkie felt her hand jerked forwards, and then she was being dragged through the Carousel Boutique, straight for a pair of the reddish pink curtains that had so enticed her imagination. Another instant, and the curtains parted before them and they were through.

The new chamber of the boutique shared its basic coloration and design with the rest of the building, but it was clearly dedicated to one specific purpose. Measuring tapes of various lengths, widths, and materials hung from each non-curtained wall, only partially obscuring the height charts etched onto every available surface. The floor was almost littered with scales—Pinkie’s old enemies—although even the quickest of glances revealed them to be arranged with great care and precision. It was so ludicrously, unnecessarily over the top in every way that Pinkie couldn’t help but love it.

She had only a second or two to appreciate her new surroundings, however, before Rarity had forced her into the center of the room and begun taking her measurements. Pinkie’s eyes widened at the sight of half a dozen measuring tapes lifting away from the walls, carried by the unnatural blue glow of Rarity’s unicorn magic and heading directly for her.

“I’ve made a few changes to my process,” said Rarity, with a little more smugness than Pinkie was sure she was ready for. “If the magic portal works anything like last time and my horn disappears, I’ll be very sorry when Twilight leaves us again for Equestria.”

“Ah huh.” Pinkie eyed a measuring tape spool hovering a few inches away from her face. “And you’ll be sad to see a super-awesome friend go away too, right?”

“Hmm? Oh, of course, of course.” Rarity said the words dismissively, but favored Pinkie with a wink to show she was joking. Then the glow around her horn intensified, the ribbons of tape began their magical work, and Pinkie squealed.

A clipboard hovered in front of Rarity, and a magically suspended pen darted across its surface, presumably recording Pinkie’s measurements as they were obtained. Ribbons stretched fast across Pinkie’s every surface, recording her hips, her waist, her breasts, and so much more. No ribbon stayed at its task longer than a few seconds before being spirited away in a blue glow to check out another part of her body. It was the most invasive process Pinkie had ever imagined, though she had to admit some of the ribbons—particularly the ones that hugged her tits rather more tightly than she suspected was necessary—were kind of arousing.

One thick length of tape encircled her backside and seemed almost to squeeze her butt cheeks in the process. She squeaked, then squeaked a second time as the loose end of the ribbon poked inquisitively into her taco hut. “Oops! Sorry, love,” said Rarity, in a voice that suggested no accident at all. Pinkie stuck her tongue out at her.

Pinkie felt her arm give a jerk without her meaning it to, and looked down to discover a length of tape had wrapped around her wrist and was pulling at her. In short order, three more ribbons had ensnared her other limbs and were steering her back against the wall, where she stood for a moment against one of the many height charts. The tape let her go, and Pinkie breathed a sigh of relief that she wouldn’t be getting weighed. What kind of crazy outfitry even had to know your poundage, anyhow?

Rarity grabbed Pinkie’s hand again and led her through another set of the magic-feeling curtains into a room that was purest rainbow from top to bottom. Every few inches, the wall switched to a different paint color, and shelves upon shelves of colored bolts of fabric filled nearly every inch of spare space. The only clear area was in the center, where Pinkie was directed to stand while the many fabric colors—like the tape ribbons before them—flew into the air and spun around her in dizzying blue circles. Rarity watched her the whole time, eyes narrowed in concentration, her pen frantically scribbling away as color after color was presented next to Pinkie’s hair and skin tones for comparison. How Rarity managed to extract any usable data from the exercise, Pinkie had no idea, for each fabric color flew away almost before Pinkie could register its appearance, but then maybe that was why she wasn’t the fashion designer and Rarity was.

The final room on their journey was not nearly so colorful as the last, but what it lacked in hues, it more than made up for in textures. Blankets of a dozen or more different materials filled the floor or hung from the walls around them. An attractive silver-toned furry blanket—fake fur, of course, Rarity assured her—was draped over a chair, but otherwise there was nothing to get in the way of movement.

“This is the texture room,” said Rarity.

“Yeah, I guessed that one!”

“Quite.” Rarity disappeared behind her clipboard for a moment, then bobbed back up, looking anxious. “So, ah… how do you like my new process so far? With the magic and everything?”

Pinkie hesitated, getting used to having time to think and proper control over her body again. “It was awfully fast, don’t you think?”

“It’s not usually quite so abrupt, truly.” Rarity flashed her a smile. “I was trying to impress you.”

“Well, measure and color me impressed!” Pinkie grinned back and then looked around. “So now what? Am I gonna get these fabricky things flying around and poking me where they shouldn’t be too?”

Rarity wasn’t embarrassed by that last comment, or if she was, she managed not to show it. “No, this room is a little more self-guided. For most clients, I tend to give this place some semblance of order—more shelves, naturally, or else racks or hangers—but with you I thought it best to take the direct route. We’re here to figure out what sorts of textures you’d like to be wearing from here on out, so… garb yourself as you see fit, and let me know what you think!”

Pinkie checked out the room again. “But most of your fabrics are on the floor! What, am I gonna just roll around in this stuff?”

“I expect nothing less,” said Rarity, her face a peculiar mixture of generosity and pride. Pinkie squealed with delight and flung herself into her newest task.

The next ten minutes were spent in purest bliss. Gone from her mind went sex and Fluttershy, Team Player and public nudity, Applejack and Rainbow Dash, Flower Child and Sunset Shimmer, parties and graduation, and all the other frowny depressing stuff that had been bugging her for way too long. Anything and everything was flung aside in favor of rolling around like a naked three-year-old maniac. She didn’t know what was velvet and what was silk, but she knew how good everything felt against her skin and how much fun she could have along the way.

When she finally emerged from the mess, one long scarlet stretch of fabric hanging from her in a convincing interpretation of a toga and her head wrapped up in an aquamarine turban, it was to the sight of Rarity tapping one perfectly pedicured foot against a wall and sighing dramatically. Pinkie wilted a little. “Too long?”

“A little too long.”

“Sorry.”

“No, no, it was probably my fault for not specifying. So what did you like? What shall I dress you in?”

“Everything!”

Rarity’s shoulders rose up in alarm. “…everything?”

“Eeeeeeeeeverything!” Pinkie spread her arms out as far as they would go, slipped, and fell laughing backwards into the masses of blankets and related materials. She poked her head back out like a periscope. “Well, except for the itchy stuff, I’m not into that. And that one thing that felt too much like a bunch of sheets of cardboard. Oh, and the one that I’m pretty sure was otterskin, that was a big nope.”

“Dearest, we’re landlocked, how could you possibly… oh, never mind.” Rarity shook the questions away. “You prefer soft materials. That I can do! Come along!”

Pinkie came along. A fourth and final sidechamber of the boutique held what appeared to be finished items of clothing, or at least what would have appeared to be finished if there hadn’t been needles and sewing machines energetically running across them for purposes Pinkie did not remotely understand. A now-familiar magic blue glow filled almost the entire room, and Rarity—after much prodding, and self-consciously as though she was embarrassed to admit how amazing she was—explained that pretty near the entire boutique was part of one big interconnected and self-perpetuating enchantment. The whole time Pinkie had spent rolling around in the texture room, the boutique had been hard at work adjusting premade outfits to match Pinkie’s dimensions and coloring. At the realization that Rarity’s horn wasn’t even glowing anymore while all this was going on, Pinkie gaped.

“Now, now, it’s not so terribly impressive!” said Rarity, though all the blushes and waving hands in the world couldn’t hide her satisfied smile. “Twilight’s return gave me incredibly detailed object control, and what was I supposed to do, not use it?” She batted her eyes becomingly. “Perhaps I went just a trifle overboard, but Fluttershy and Rainbow Dash, after all, do now fly to school instead of worrying about traffic…”

“Yeah, and I’ve had sex like a billion times!”

Rarity choked. “…exactly! Yes, Pinkie Pie, I do so love the way you exaggerate things. That… that was exaggeration, right?”

“Of course!”

“Of course. So how many times ha—no, tell me later. No, don’t tell me! No, I must know immediately! No, I certainly…” Rarity’s breath had increased its pace and she closed her eyes for several seconds. “Oh my. Let’s move on, shall we? Please? Soft fabrics, good. Numbers I shan’t bother you with, good. Various blues, whites, perhaps some pinks and yellows for accents… good. So that just leaves us with the question of what style you’re looking for.”

“Style?”

“Oh, you know… do I dress you in black and white and hot pink and give your hair black highlights? Do you want shirts with more cleavage than the grand canyon? Pantsuits? Cummerbunds? Huge dresses covered in balloons and smiling faces? Barely there tube tops and skirts that would get you arrested on nude beaches? Epaulets? Bellbottoms?” She paused to take a much-needed breath. “What do you want people to see when they see Pinkie Pie?”

It was the sort of question that was best answered by the first things that came to mind. “I wouldn’t mind looking sexy!” she blurted. “But, like, in a private sort of way, you know? Like for happy bedtime fun? But in a way that doesn’t make me look quite so, uh… rotund.” She gulped at Rarity’s scandalized expression and rushed madly onwards. “And maybe something really pretty for polite occasions. But mostly, um, if it’s not too much trouble… I’d just like to try looking normal.”

Rarity’s look had switched from shock to sympathy, or maybe even worry. Her voice was soft when she spoke again, and she reached out a hand that Pinkie accepted in her own. “Normal?”

“Please?”

“Pinkie Pie, the party planner of Canterlot High, wants to look normal?”

Nod.

“Pinkie Pie, the lactating, enormous-breasted sex goddess, wants to look normal?”

Nod again. Then, because nodding didn’t seem to be convincing her, words. “I was naked all the way here from the diner. And everyone stared at me, everyone, like I should feel ashamed of my, and they, and I felt…”

“Shhhhhh.” Their entwined hands, now under Rarity’s control, moved up to rest against Pinkie’s lips. Rarity leaned in and gazed at her solemnly. “Pinkie, I will give you the sexiest underthings you could dream of. I will give you a dress—or a suit, if you’d rather—that would win you any election. I will give shirts and skirts that will let you blend into the background of the school. But—“ she took another breath “—I will also give you clothes to make you as stunning on the outside as you are within, to make you the loveliest—and hottest—thing in this school of ours. Because I believe you deserve that, and even though you should be able to feel normal if you want to, that should be a choice that you make, rather than the only option you have.”

“But I…”

“And there will be no butts besides your own spectacular one.” Rarity’s words were sultry but her voice deadly serious. “You are not ‘rotund,’ dear, and your breasts are nothing to be ‘ashamed of.’ You are a big, beautiful woman, and you are my friend, and we are going to work together and make sure neither of us is ever miserable ever again, no matter how many stupid people leer at you on the street, or what Mr. Hoity Toity has to sneeringly suggest about my so-called gemstone obsession, or how many amazing orgasms you do or do not have, do you understand me?!”

The air around them was electric, probably literally so what with all the perpetual dressmaking magics Rarity had installed. Music was beginning to play in the background of Pinkie’s senses, though this time it sounded less like the marching band and more like the magical ambience that had followed Twilight Sparkle around on her last visit. Pinkie found her mouth dry with excitement and swallowed before squeezing Rarity’s hand and answering her. “I understand you!” she said, and the music soared to greet her. “That sounds awesome!”

“Excellent!” Rarity thrust her other hand into the air and stood dramatically, her sapphire dress billowing about her in an originless breeze. “I will make you the most fabulous outfits you have ever owned, Pinkie Pie, and as the Carousel Boutique is my witness, I shall sing while I do so! Because I am Rarity! And that! Is who! I am!”

And so she set about her work, the ambient background music supporting her on every note of her song, which sounded eerily similar to something once sung in another world, a generation ago:

“You've got a little extra here and there

Especially in your bust and derriere

No need to hide

You look good wide

Looking good, looking good!

“Dearest, your ensemble will break the scale

Prove that you're a treasure like the holy grail

So chic, so cool

I know that you'll

Be looking good, ruling the school!

“You've got too much booty to hide, dear

Your breasts are like that tenfold

Soon your appearance will make clear

You've got a bod of solid gold!

“This lovely jacket's smooth as smoothest silk

The pads in this brassiere absorb your milk

A range of skirts

For prudes or flirts

You'll be looking good, looking good!

“So why’d you feel troubled, mocked or panned?

Take pride in your redoubled tracts of land.

Dispel those blues

Try on these shoes!

Looking good, cute and enthused!

“You've got too much booty to hide, dear

Your breasts are like that tenfold

Soon your appearance will make clear

You've got a bod of solid gold!

“Finish with this truly darling bag

It's sewn so very—well, I shouldn't brag

You'll skip and jump

Forget your slump

Go show those chumps

That you're no frump

You're thrilled and pumped

Such lady lumps

Looking good, looking good, looking good, pleasantly plump!”

Rarity was done in what felt like no time at all, and Pinkie Pie soon found herself surrounded by racks of fresh outfits, most but not all in various shades of blue and white and pink. Rarity had managed to reproduce Twilight’s spell, and several additional pairs of panties waited for Pinkie’s inspection with their own anti-staining enchantments, although privately she rather preferred the pair with Twilight’s—what had she called it?—cutie mark. More importantly, though, there were bras with the same enchantment on them to keep her strawberry milk from ruining all her awesome new shirts.

The tops, apart from a few jackets designed to hang loose and not be zipped up except in cases of dire fashion emergency, were fitted with plenty of elastic so that Pinkie could continue wearing them if her breasts grew or shrunk anywhere within several inches, without worrying about the shirts tearing or looking unstylishly baggy. “If you really do grow too large,” Rarity said, “I can of course make adjustments, but these should at least work with your current range…”

The shoes were a more normal affair, tall as any at Canterlot High and decorated with all of Pinkie’s signature colors and symbols, and the skirts—similarly decorated—ranged in length all the way from the obscene to the sophisticated and back again. There were even a couple of hats—“in case they come back into style! You never know!”—that Pinkie regarded with curious delight. Balloons, gems, and balloon-shaped gems hung from all but the most conservative costumes, but Pinkie managed not to say anything about this mysterious Hoity Toity fellow that had somehow been so offensive.

Rarity ran alongside Pinkie throughout the tour, visibly brimming with excitement, beginning to explain the fashion and function of each new item of clothing almost before Pinkie had finished looking at the previous one. Only when they had reached the very last pair of socks did she stop, breathe, blink several times, and all but swoon into Pinkie’s arms from exhaustion. Only the surplus mattress warehouses that were Pinkie’s bosom saved her in her fall.

Pinkie cradled Rarity to her, supporting her friend until she felt able to stand again, though her face remained pressed against Pinkie’s cleavage a little longer than seemed strictly necessary for health purposes. “They’re amazing,” said Pinkie, her voice cracking a little as she looked around at the wonderful fruits of Rarity’s labor. “You’re amazing. Thank you!”

“They are?” Rarity blinked bewilderedly for a moment, then straightened up. “I mean, of course they are! Of course I am! Thank you, my dear.”

“Heheh! You’re silly. So now what?”

“Now? We should probably talk about your problems at some point, but first I was thinking we could have sex?”

Pinkie couldn’t help herself, and laughed out loud. Rarity had sounded so plaintive there at the end! Oh, and what was it she’d said to Team Player? “Lately it feels like every interaction I have with everyone ends up turning into sex.” And so it continued. If life was science class, she was getting plenty of data to support her research hypothesis!

Anyway, she had to admit that sex with Rarity had gotten to feel pretty inevitable, despite Fluttershy’s attempt to use her as an example the night before. And the boutique was already closed and she was already naked, so their timing was good! Also they were hugging and she was feeling super-grateful to her for all those dresses and stuff, and generally it was a situation that could very plausibly transition into sex if they were so inclined, which apparently they were. Maybe life was less a science class and more a creative writing exercise that wrote itself. Or maybe both!

She lowered her eyelids at Rarity, gradually fitting herself back into sensual temptress mode after a morning of consciously avoiding it. “That sounds fun!” She lowered one hand a quarter of an inch until it rested just above Rarity’s rear end, not touching anywhere inappropriate but making it very clear that she could if she wanted to. “And what’s got you so eager to groom the double-headed pussy cat with little old Pinkie Pie, hmmm?”

“The… what?” Rarity stared at her, then shook her head primly. “Oh, never mind! Frankly, Pinkie, while your breast milk wasn’t in style the other day in the cafeteria, the matter has quite changed. Now that you’ve had sex, and I quote, ‘like a billion times,’ you are very much in fashion all of a sudden, and by adding myself to your list of exploits, I can ensure even greater popularity for myself and my business!”

Pinkie returned her stare from a moment ago. “Wait, seriously? You want to fuck me so you can get more customers?”

Rarity sighed deeply and all but circumcised the floor with her glare. “Well, no. If you really must know, that is the excuse I tell myself to justify my baser desires for your body, because I am terrified slash repelled by such carnal feelings. Is that better?”

“So you want to fuck me because you want to fuck me?”

“…yes.”

“Hey, that sounds good to me!” In a non-breast-size-increasing sort of way, she had to admit, but oh well. “Though little old Pinkie Pie isn’t quite as smart as Rarity is, so she might need it put to her in that kind of simple terms first…”

“Simple terms? Absolutely not! I refuse to stoop to such vile language, even if it does mean, ah…”

“Well, oh well then!” Pinkie dropped her hands from Rarity and backed up a few paces, shrugging and grinning cheekily. “I thought you wanted sex, but if that’s the way it is…”

Rarity screamed. “Hell on earth, Pinkie Pie, are you going to let me fuck you or not?”

“Putting it that way—“ Pinkie returned to Rarity and leaned in close against her lips “—you betcha.”

Author's Notes:

It's depressingly easy to write a Rarity who can't stand Pinkie Pie, but there are a couple problems with that. One is that Pinkie is part of the gang, and in theory that means that the other ponies genuinely like having her around. The other is that it's also depressingly easy to write a Rarity who can't stand Rainbow Dash or (moreso in earlier seasons) Applejack, and wouldn't it be more interesting if she and Pinkie had a different relationship? Friendship is Magic's pilot episode actually hinted at that, putting Rarity in the position of a party designer. That thread got dropped for a long time as Rarity made nothing but dresses, dresses, and gem-studded dresses, but it did show up again in Simple Ways and of course Equestria Girls itself. Heck, Rarity and Pinkie was one of the friendships that Sunset Shimmer specifically needed to target! Point is, this rift was never going to last very long.

Also a song! Presumably random singing is another magic effect of having Twilight Sparkle around and there've been other songs too that simply weren't, as it were, on-camera. For example, the eco kids probably had a really inspirational song about how Pinkie Pie would solve all their problems, only they finished it just before Pinkie showed up. And Luna probably sung something slow and worried-sounding after experimenting with Pinkie and Fluttershy. That sort of thing.