The following day was like any other. Rarity had managed to send Midnight out to gather some hard to get gem stones for a client's dress that was in the works. Although she felt bad about fibbing to her love, it would be well worth it in the end once the outfits had been finished for those who would be participating in the prank.

Rarity had finished all of the outfit's and had made her way toward Twilight's, Along the way she had come across AJ sitting at her booth in town. Letting her know that everything was set. AJ nodded telling her she would come by the boutique later to try on the outfit as well as tell anypony else that was in on the prank that everything was ready.

As she made it to Twilight's, she noticed that Pinkie was already inside waiting.

"See, I told you." Pinkie said to Twilight who just face hoofed and pushing a couple bits into her hoof.

"When will I learn about your Pinkie sense?" She groaned.

Pinkie smiled, "Hey, as long as I can keep winning these bets, I don't mind if you ever learn." She giggled.

"Well, assuming you two are talking about me having everything ready. You are correct." Rarity smiled as she trotted over to the others.

"Is Spike...." Rarity nodded to the door.

"Yes he's out running some errand's for me. He will be a little while so we're safe." Twilight blushed watching Rarity pull the outfits from her saddle bag.

Pinkie picked up hers looking at it with wide eyes. "OOOOOOOOoooooooooo."

Twilight floated her outfit over checking it out as well. Her blush only increased seeing how lacy it is. She tossed it back to Rarity giving a sigh. "Alright, I'll see you guys at the boutique for the party."

"But Twilight, you have to try it on to make sure it doesn't need any altering, same for you Pinkie." She smirked causing Twilight to blush again.

"Do I have to?" She groaned, looking to Pinkie as she was fussing with her outfit as she was attempting to put it on but had no clue.

"Yes, and Pinkie dear, please be careful. Let me show you the proper way to put it on." Rarity cautioned as she began showing the others how to put it on.

After a minute The ivory pony was decked out in the most seductive looking lingerie she had ever made. Twilight was about to explode from seeing Rarity in her outfit. She gave an audible gulp as she shakily began to put hers on. She manage to look at Pinkie for a second to see if she had hers on, and sure enough she was bouncing around the room wearing lingerie.

A couple minutes passed as Twilight finished putting on hers, moving over to the mirror in her room to see how she looked.

The others came over looking at themselves as well.

Rarity's lingerie was a deep black with some purple lace perfectly matching her mane and tail. A pair of knee high stockings on her rear legs strapped to a waist garment that fit snugly around her midsection. A pair of Black semi-transparent panties covering her rear. Moving further up her frame was a see through nighty and a bridle around her head and muzzle.

Pinkie's was identical except for the colors. Her lingerie was yellow with pink lace. An odd color but she pulled it off perfectly.

Twilight was fidgeting with her outfit, uncomfortable wearing them, even in front of her friends. Her's was white with a light purple lace matching her coat perfectly.

They all stood in front of the mirror looking at themselves for a moment.

"My goodness, we look simply seductive in these." Rarity cooed.

"Yea! We look so sexy it hurts!" Pinkie bounced around smiling.

"No Pinkie, you need to be seductive, When we pull this prank on Midnight we all need to act as if we actually want him." Rarity corrected.

Pinkie's smile turned into a seductive grin, her eyes taking on the bedroom look as she moved over to the now shocked Rarity, Pulling her into an embrace tilting her backwards and holding her taught she looked into her eyes as she spoke softly to Rarity.

"Oh Rarity, I've never been able to tell you until now, but.......... I love you, I want to be with you, forever and always. Take my body, do with it as you please, but......be gentle." She spoke in a sexy voice moving in to give Rarity a kiss but stopped just inches away. Her eyes shooting open as a huge smile spread across her face. "Like that?" She giggled.

Rarity lay in Pinkies arms in total shock, Her face burning a crimson red as she looked at Pinkie.

"P-perfect darling." She squeaked.

"YEAH!" Pinkie shouted, throwing her hooves into the air and letting Rarity drop, hitting the floor with an audible thud.

Rarity rubbed her head as she sat up looking to Twilight. "You will need to practice as well. Just remember to be seductive." She smiled finding her legs as she began to remove her outfit. Pinkie doing the same. Twilight looked unsure of herself as she sat there, but began removing the outfit as well as she thought about how to approach this without messing up the prank.

After disrobing, the three heard the door to the library open downstairs. Spike had returned from his errands a little earlier than expected.

"Hey Twi. It wasn't to busy at Quill's and Sofa's so I got back pretty quick." He shouted as he placed the bag of items onto her desk in the back room.

As he had gone into the back room though with the bag, Rarity and Pinkie slipped out the front.

"Remember, be at the boutique around eight. I will have all of the clothing ready in my back room. Each box will be labeled by color for each of you. I'll fill in the others when they arrive at the boutique." Rarity whispered to them as she and Pinkie left the library.

'Oh Celestia, what have I gotten myself into?' Twilight thought to herself as she went to her desk to start reading again.

Rarity had arrived back at her boutique seeing AJ sitting out front munching on an apple.

"Are we ready Applejack?" Rarity smiled.

AJ gave a sigh blushing lightly. "Ah'm having second thoughts on this whole thang. I know it'll be a hoot, but ah'm still not sure what will happen as the result." She said rubbing the back of her head distraught

"Don't worry, Applejack, I am sure that everything will go smoothly, And should Midnight get himself worked up over the whole thing, I shall have my fun with him in everyponies place." She giggled going through the front door leaving a shocked in awe orange earth pony in her wake.

AJ snapped herself to attention quickly following Rarity.

"Are you serious? I know after seeing five of us all in the same room wearing that girly stuff is guna flip his wig sugarcube. Can ya really handle all that onryness in one go?" AJ inquired.

"Oh darling, If you knew Midnight as well as I do, you would know that simply once is never enough." She grinned evilly causing AJ's mouth to hit the floor.

AJ chuckled at the comment after regaining her wits. "Dang girl, sounds teh me like you're more pent up than that Alicorn of yours."

Rarity turned bright red at the comment looking back to AJ. "Well, one would want to have as much fun with the only male Alicorn in existence would they not?"

AJ chuckled again. "Yea, ah wouldn't mind having a roll in the hay with that feller mahself." She grinned causing Rarity to spin around facing her in shock.

AJ just smiled as she passed Rarity into the back room.

"You're serious aren't you?!" Rarity squeaked.

"Well sure ah am. He saved mah sis's life, gave the Apple family a new house, then saved my life." Rarity flinched at that part of the comment. "That feller is more chivalrous than ya give him credit for. Heck, if ya hadn't fell for him ah sure would have." She smirked causing the ivory pony to sputter.

"Well, at least I know where you stand on your feelings for him. I must say though, If you wanted to have a 'roll in the hay' with him, you're more than welcome to." She smiled causing AJ's mouth to drop again.

"W-whut!? Are ya serious?! You got that kinda relationship with him?" She spat.

"He and I have an open relationship yes, but we do have terms that must be followed. As long as the one he is with is not in heat, or is out to keep him for themselves then he is free to rut whomever he wants. The princess does not count at this point as she is already carrying his foal." Rarity spoke as she pulled AJ's lingerie from a dresser drawer.

"Well, ah can guarantee ah ain't guna get knocked up anytime soon. Mah heat done passed a couple months back. The apples have a tendency to have their young during the summer. Thats when mah brother, sis, and I were born. How about you and Sweetiebelle?"

"Well Sweetie was born in late spring, I was born in early fall. Rather far apart I know but mother was getting rather pushy with father about having a second foal so Sweetie came along a month early. The poor dear had such an awful time at first but she has grown up rather strong." Rarity smiled as she helped AJ into her lingerie.

AJ stepped in front of the mirror looking at herself. She removed the clasp holding her tail and mane in place letting the hair fall normally. She posed a couple times in front of the mirror with and without her hat. Her color scheme was a bright green with red lace. The orange would have clashed badly with her coat and tail. But this scheme fit perfectly with her cutiemark.

AJ smiled, satisfied with the outfit, removing it with a little help from Rarity it was placed into a small orange box and locked into a large empty trunk with the others.

"Poor Night is guna flip after we get through with him." AJ and Rarity giggled excitedly.

"Now all I have to do is find Rainbow Dash to get her to try hers on and we will be set." Rarity groaned thinking of the blue blur, wondering were she might be.

Dash had been making several rounds around Ponyville. It was to cold to fly, the snow was coming down at a brisk pace making visibility difficult. It wasn't a full on blizzard, but very close. The sun was close to the horizon behind vast amounts of clouds. The sky, although grey and speckled with dots of snow, still held the fading light well. It was around six in the afternoon but looked more like nine due to the weather. Dash had been in her cloud home during the day, fixing it up to keep out the cold weather. Being made of enchanted clouds made all the more insulated. The only difference in having no glass in the windows but enchanted to keep the cool air out. There was a lot more to having a cloud home than one might think. It involved a lot of magic and enchantments.

However, Dash had made her way into town to grab a few magical items to help keep her home insulated and even went as far as to gather an enchanted fireplace made specifically for cloud homes. Upon leaving the store 'Colt Lumber' she had gather the items from, she proceeded to trot back toward her home then lift the items up to her cloud home a few at a time. Altogether they were to heavy to fly the entire distance.

As she made her way toward her home, she ran into Pinkie who was happily trotting back toward Sugar Cube Corner.

"Hey Pinkie." She smiled trotting up beside her as she kept her pace toward Sugar Cube Corner.

"OH! Hey Dashie. Rarity was looking for you. She said to come by the boutique for a surprise." Pinkie giggled causing Dash to raise a brow.

"What kind of surprise?" She asked questionably.

"She has your outfit ready for the prank." she smiled widely.

"Alright! I can't wait to see Midnight's face when he shows up at the party. Are all of the supplies ready to go for the party?" Dash asked giving a determined smile.

"Yep, they are ready to go. All we have to do is occupy Midnight while we set it all up at Rarity's."

"I'm sure we can get him to do an errand or something before the party. You know how whipped he is with Rarity." Dash laughed.

"I didn't know he was whipped cream?" Pinkie stopped for a moment, having a thoughtful expression on her face.

"No Pinkie, It means he will do anything she wants him to do." Dash facehoofed.

"Oh, ok then. It would be really strange if he was made of whipped cream though, OH! But he would be so yummy!?" Pinkie bounce happily thinking of a whipped cream Alicorn.

"Heh, well he is definatly filled with cream." Dash giggled.

"OH! REALLY!?" Pinkie's eyes bugged out, a huge smile spread across her face.

"Uh, Pinkie, you do know what I'm talking about right?"

Dash felt her face flush slightly as they continued walking.

"Pinkie, I have to ask. Have you ever been with a stallion before?" Dash asked feeling her face flush a little more.

"Sure Dashie, I hang out with stallions all the time." She smiled, still oblivious to what Dash was referring to.

"Ugh, No Pinkie, I mean have you been with a stallion intimately before?"

Pinkie stopped for a moment thinking about the question.

"No Dashie, I've always been to busy planning parties and hanging out wit you guys to do anything like that before."

Dash was taken aback for a moment. "So you've never rutted before?"

"Nope, why do you ask?" she smiled

"Well you do know that we are playing that prank on Midnight to get him all riled up right? And the prank consists of making him want to rut us all right?"

Pinkie smiled widely. "Of course you silly filly. But its all just a joke right? We weren't actually planning to rut him." Pinkie looked at her in question.

"Well I don't know about the rest of the girls, but I've been wanting to have a little fun with him again." Dash giggled.

Pinkie let out a loud gasp. "OHMYGOSH! So you've rutted with him before?!" she asked, her eyes wide waiting for the answer.

"Eh, yeah, we've rutted once before. But its all cool cause Rarity has an open relationship with him. She doesn't mind him having a little fun every now and then. So if you wanted to, you could have some fun with him as well. But being a virgin and all, I think you might want to wait for the right stallion to experience that with." She said rubbing the back of her head nervously.

"It's ok Dash. Rutting really isn't something I'm interested in. But if I feel the need I can always ask Midnight." She giggled causing Dash's jaw to drop.

"Wow Pinkie. I never expected you to say something like that." Dash stated as she caught back up to Pinkie as they neared Sugar Cube corner.

"Why not? He is a friend afterall. Being able to have fun together is what friends do." She smiled bouncing up the door.

"Well. rutting isn't something you do with just anypony Pinkie. You can if you want, but its better to have feelings for them as well. I mean, I like Midnight a lot. And having a rutting session with him is like a never ending fireworks show in your mind. But I couldn't see myself rutting with him, just to rut when I get a little antsy." Dash smirked.

"Well Dashie. I'm sure it'll be alright either way. Let's just concentrate on the prank, then maybe after we can have some other fun with him." Pinkie giggled.

"Alright Pinkie, I'll head over to Rarity's. I can't wait to see what she came up with for my outfit." Dash grinned as she took off toward Rarity's.

Dash arrived at Rarity's in less than a minute, landing outside the boutique and making her way in. Opening the door she quickly trotted in. Rarity was at her workstation working on a dress for a client, turning her attention to the ringing door she smiled seeing Rainbow Dash coming in.

"Oh thank heavens you made it Rainbow, The others have already tried theirs on and I am absolutely dieing to see you in yours." Rarity swooned happily.

"Alright, lets do this." Dash smiled as they headed into the back room. Rarity quickly pulled out the lingerie made for dash and helping her into it.

Dash smiled as she trotted in front of the mirror to gaze at herself in the seductive clothing. The main part of it was a gold color, the frill a cascade of rainbow colors to match her mane and tail. A see through nighty with strategically place holes for her wings. It fit snugly but not tight. Rarity looked her over to make sure everything was right. After a few minutes and some posing later, they were both satisfied with the end result. Dash quickly removing the outfit and returning it to Rarity.

"Wow Rar. You really outdid yourself on this one. If I was into all that frilly stuff I'd love to wear that to tease Midnight later." She giggled.

"We will all get our chance at the party darling. Remember to be here early so we can set it all up. I'll let Midnight know that we are having a party, but leave out the prank details of course." She smiled.

"Alright then. I'll see you at the party." Dash smiled trotting outside and taking off into the air.

*AAAAACHOO!* *sniffle* "Dang, I've been sneezing like this for the past two days. I hope I'm not coming down with a cold." Midnight spoke as he made his way back toward the boutique.

As he arrived making his way in he could hear Rarity at her workstation sewing away at yet another dress.

*Sigh* "That poor girl never takes a break when she needs one." He sighed to himself.

"Hey doll, you sound busy. Anything I can help with?" He spoke as he came up to her giving her a nuzzle.

"Oh darling, you don't need to help. But I do have something to tell you." She beamed.

"Oh?" He smiled back.

"Well as you know, new years will be in a couple days. The girls and I have planed a small party just for a few of us here at the boutique. Pinkie will be here to set everything up tomorrow. We will need some food and drinks as well, So I need you to go the out and gather some of them just before the party starts. Do you mind doing that for us?"

"Sounds good to me. Who all is coming?" He asked cocking a brow.

"Well, I am of course, Pinkie, Twilight, Rainbow, and AJ as well. Fluttershy will be busy, She and Big Macintosh have plans for New years." She smiled.

"I'm so glad that they got together, even if I had to kick them both into play to get it started. Shy is such a sweetheart, and I know Big Mac will treat her right." Midnight smiled as hs sat down on his haunches.

"They do make a cute couple. You are quite the matchmaker my dear." Rarity smiled leaning over and giving him a sweet kiss on the cheek.

"Nah, I just helped to set things in motion is all. I have done that several times before with some friends from back home."

"Really? That reminds me, I have never really asked about your previous life before your coming to Equestria, Please do tell me all about it." She smiled, pulling the dress from the sewing machine and clipping the thread.

"What would you like to know?"

"Everything darling. Do tell me everything." she beamed happily as she put up the dress and trotted into the kitchen to make some tea, Midnight close behind her.

After several hours of talking and filling Rarity in on his previous like. She seemed shocked at a lot of it. while many other parts made her cry from being happy or sad. Midnight inquired about her past as well finding out a lot of information about her, her family, and of course how she got her cutiemark. She proceeded to tell him about how she met her friends and how they defeated Nightmare Moon, Discord, and Queen Chrysalis. She filled him in about how Twilight's brother, Shining Armor married Princess Cadence as well, inadvertently making Twilight Royalty as well.

"Heh, I'll have to pick on Twilight the next time I see her. I didn't know she had a brother. Seems kinda strange though. She doesn't seem the type to really care about much other than studying. I wonder if she has ever even had a boyfriend before." He smirked pulling a hoof up to his chin, rubbing it in thought.

"My dear, As far as I know, Twilight has never even been on a date before. The poor thing stays cooped up in that library with Spike twenty four seven, just studying. OH! Why don't you take her out, I'm sure she would absolutely love it." Rarity smiled widely.

"OK? And you won't get jealous like you did before will you?" He cringed a little remembering back to when Rarity began to throw stuff at him in a jealous fit of rage.

"No darling, Twilight is a dear friend. She also does not fall under our rules so if she wants to have a little fun with you, she can." Rarity smiled flicking her tail at the Alicorn playfully.

Midnight let out a hardy laugh. "Sweetheart, I honestly don't know whether to be worried or to be turned on by your decision to keep our relationship open. It is by far the strangest thing I have ever come across."

"Oh but you knooooooow you just love it." Rarity grinned trotting up to him and giving him a loving kiss.

"I was skeptical at first, even more so when you got mad at me. But now that we've set up some rules, I couldn't be any happier." He smiled giving her ear a playful nibble.

"Well I'm happy that you're happy darling. Just remember our rules and everything will be fine." She smirked.

"Heh, no need to worry about that." He smiled as they set down to drink some hot tea. Watching the snow fall outside the window.