Spike didn't care when the girls of Ponyville winked, bit their lips and occasionally pinched his firm butt cheeks as he walked past them. He had been through enough today and just wanted to go home, watch TV and avoid Twilight some more.

Although, one thing was stopping him from doing so.

Spike looked at the Carousel Boutique and gulped in fear. He found himself doing this every time he was fronted with the fashion shop, even though he and Rarity were best friends, she was different... Compared to the other girls. As dense as her skull may be, Spike knew there was a mastermind hiding behind all that bone.

Spike shook the fear from himself and marched towards the door and proceeded to open it, chiming the bell and letting Rarity know there was a customer. However, he didn't hear Rarity call out for a potential customer, nor did she come rushing into the room. Spike began looking around the Carousel Boutique entrance/stage room and noticed a distinct lack of Rarity. Spike walked to the back room of the Carousel Boutique and saw his prize sitting at the table, humming a pop tune to herself as she worked.

She was wearing her red spectacles that were precariously balanced on her nose as she cautiously threading her needle. Spike couldn't help put look over her new and, in his personal opinion, perfect body. Rarity always had a curvaceous hourglass shape, even before the transformation, having E-cup breasts, 24" waist, 36" hips, a small but pert bottom and a height of 5' 7". Spike often spent multiple nights dreaming of her body, but after the bimbofication, Spike found himself daydreaming of Rarity every other second. Her new and improved body had healthy F-cup breasts, a skinny 22" waist, a lovely pair of 40" hips, a rounded and bouncier bum and she grew to a square 6'. She was wearing her usual attire, a pair of black high heels and a tight black cocktail dress, cut off to show off the maximum amount of cleavage and thigh.

Despite her different body, her personality hadn't changed that much. She was still the same old Rarity, friendly, caring, generous, but completely oblivious to almost everything. The simplest of jokes now flew miles above her head, she was as gullible as a child and sarcasm were ineffective to her. Spike found this very cute on her, but what he didn't find cute was the influx of men in her life. Spike was always skeptical however, he knew deep down Rarity knew just what she was doing. Why she was doing it was a completely different question that Spike couldn't figure out. Before the transformation, she was very selective in her dating life, but after the bimbofication Rarity seemingly had a different man each week. Surprisingly, she wasn't as sexually free as the other girls and many of the men she dated didn't even get to first base before she discarded them like yesterday's newspaper. In a few ways, she was the rarest of bimbos... The classy bimbo. Although Spike had heard rumors of Rarity being rather 'unladylike' in the bathroom stalls of bars and clubs.

Spike had stood behind Rarity for a few minutes, his tongue comically lolling out of his mouth as he secretly worshiped his one, true love. He was so deep in his love-struck trance that he didn't notice Rarity snapping her fingers in front of his face.

"Spikey? Are you okay, dear?" Rarity asked, continuing to snap her fingers and still getting no response from Spike. She smirked and leaned into the side of his head so her plump, red lips were adjacent to Spike's ear. "You look just like a statue little Spikey... Let's just hope you're rock hard as well." She whispered slowly, the words practically dripping fro her lips and rolling into Spike's ears.

"O-ooh-oh. H-hey Rarity? What are you doing around her- Oh right, your store." Spike trailed off, shifting awkwardly before Rarity wrapped her arms around him in a tight hug. Needless to say, Spike's face was pushed into Rarity's deep cleavage as a result of the hug, however, he did not fight it this time and instead took in small wisps of her sweet scent. Spike observed that she was using a new shampoo, something smelling like coconut.

"I'm so glad you're here Spike. I need a man's eye for some clothing designs I've got on the rack. I think a lil' cutie like you will help, like, a super amount." Rarity smiled, placing her hands on Spike's shoulders and pushing him back into the stage room.

Spike waited patiently in the stage room, rapping his fingers against the wood of the chair he was sitting on. Rarity had sat him down right in front of the stage as she strutted her way to her bedroom. After a few minutes, Spike finally heard the sound of clicking heels coming down the stairs.

"Close your eyes, Spikey-Baby!" Rarity called out as she finally reached the bottom step. Spike obeyed, shutting his eyes tightly and sweating in anticipation, if it was anything like what the other girls did today he was in for something lewd and crude. Spike listened intently as he heard the clicking of heels on the ground rising to the stage. "Alright, darling. Open them." Rarity said, causing Spike to pull his eyelids up.

Spike didn't know what he was expecting, but he was not surprised by what Rarity was wearing. Aroused, yes. But not surprised.

Rarity was wearing what could only be described as a scarce collection of fabric. A sling of purple fabric hung from her neck, loosely covering her breasts as it continued down towards Rarity's abdomen to a similar piece of purple fabric that wrapped around her small waist. Spike thought the thin piece of material would go round her hips, but it was instead sat higher up and allowed it to show off the teeny-tiny golden G-string that probably wouldn't be considered legal in public. The outfit was completed by a pair of sky blue heels, various necklaces, earrings, bracelets and horn rings adorning Rarity's limbs and appendages.

"Well... Opinions?" Rarity asked, running her hands down her curves to accentuate the outfit and 'involuntarily' pulling on the sling that held her breasts, letting them cascade out for the world (but mainly Spike) to see. Spike had 'accidentally' seen her breasts before so it wasn't that biggest of deals... But still, he couldn't help but ogle the dreamy titties. Needless to say, Spike felt a throb of blood pass to his cock.

"I-i-it is uhhh... Oh Celestia... Wh-who... F-for who is this p-particular piece f-for?" Spike questioned, crossing his leg to hide his fast growing erection from the vicious vixen in front of him.

"Oh, you want the con- Concept, content, consent?" Rarity asked, snapping her fingers as she thought of the right word.

"Context?"

"Sorry, darling, I don't speak french."

"That's not... Whatever." Spike sighed.

"Well, I actually made this piece just for lil' ol' moi. I have noticed that men prefer it when a woman's body is on show. So, I created this in hopes it will woo my next handsome hunk." Rarity answered, jiggling her breasts in a suggestive manner. "It's been too long since I've met a nice man with a nice cock." She sighed.

"What about your last guy?" Spike asked, cringing slightly at her last comment.

"A fine man, a fine cock. But a hair trigger! I could have looked at him and he would have shot off like a kid with a water gun. You can understand the needs of a lady, can't you Spikey? I need a man who can satisfy my every burning sexual need. A man who can lift me up in passion and rut me like a toy. A man who can treat me like a whore and a princess." Rarity began slowly strutting toward him, placing one high-heeled foot in front of the other as she gave Spike a look that could both arouse and kill. "A man who, instead of sitting on his ass while the girl of his dreams shows him her beautiful tits, can actually pick her up, take her to her bedroom, throw her on the bed and fuck her until she can't remember her own name." Rarity whispered. She had slowly made her way towards Spike and now had her hands placed on his shoulders, leaning down and letting her large breasts sway.

"A-are you... Are you talking about m-"

"Look at me, blabbering about my love-life when there are more pressing matters at hand." Rarity said, lifting herself up and fixing her breast situation before walking near the stage. "As you may have heard, there was a mishap with standard 'free uniform' at the Schoolhouse." Spike vaguely remembered hearing a story of Diamond Tiara coming into school in a sling bikini and causing a ruckus. "Anyway, Miss Cheerilee has commissioned me to design the official school uniform. Sweetie Belle, come out here!" Rarity called, clapping her hands.

"H-hi Spike." Sweetie Belle greeted, waving her hand as she slowly and awkwardly trotted out from behind a nearby panel screen.

"I don't know what I expected." Spike said in a monotone voice as he looked at what Sweetie Belle was wearing. A starch white dress shirt hugged her 18-year-old chest, a few buttons were undone to show off Sweetie's buxom cleavage and the ends tied in a knot to show off her toned midriff. A tight, red plaid miniskirt wrapped itself around her hips and only just stretched past her crotch. The look was completed by Sweetie's purple and white curls wrapped in two scrunchies, giving her short pigtails.

Sweetie's body had changed the most drastically out of the Cutie Mark Crusaders, moving from D-cup breasts, a 21" waist, 34" hips and a height of 5' 5" to E-cup breasts, keeping her 21" waistline, growing to 37" in the hip department and springing to a height of 5' 8" after the transformation. Once again, her libido and personality weren' affected as drastically as others but she did become a lot more playful and immature.

"Rarity, doesn't this kind of defeat the purpose of 'inappropriate clothing'?" Spike asked.

"Spike, I already told you. I. DON'T. SPEAK. FRENCH." Rarity drolled.

"Ugh! Never mind. Can I have Twilight's new bra?" Spike asked, getting up from his seat.

"Oh, of course! How silly of me." Rarity said, strutting over to a purple box wrapped with a soft red ribbon. Spike grabbed the box and walked outside to shut the door.

"Thanks, Rarity. I'll see you toni- Wait... Why will I see you tonight?" Spike asked, turning back to the girls with a questioning look on his face before Rarity took the door from his grasp.

"You have to got to the bathroom." Rarity ordered before closing the door.

"I guess I'm going to the bathroom?" Spike asked, walking towards his home.

Author's Notes:

Hey guys.

As you can guess, the next chapter will be a big clop one so will take a lot of time to write. I hope you can wait patiently.

Also, I fixed all the measurements (turning ' to " and vice versa) in all the previous chapters.

-Lucien Bubbelgum