The Golden Oaks Mall is the most popular hangout for nearly everyone in the city, children and adults of all ages frequently visit. Here there are food courts, a movie theater, and various stores for buying clothes; bottom line if you need a break from school, work and such then this is absolutely the place to go. For one green haired little boy who had just recently found out that he had magical dragon powers, it's the place to go after you fight off a horde of dark energy-like shadow beings with your new friends who also happen to be magical pony girls.

Ember was out running errands for her dad who in turn was also busy with his job, and Featherweight was on an assignment for the School Newspaper along with a few co-workers from class, so he decided to take a breather after that fight. He really needed it, fighting fiendish magical creatures can really take a lot out of you though, which when you think about it, was kinda obvious.

About two days have passed since then and Spike is still thinking about it, it's kinda hard not to since it's something he's still getting used to. He was currently in the food court sitting down at a table, he wondered what exactly were those things; not even the girls knew and they've been at this while fighting monsters thing a lot longer than him. After that fight he and the girls immediately went to the princess sisters to see if they knew anything which was just yesterday. He remembered clearly what they told them.

A day ago....

Spike and the Mane 6 were in their club room at school after hours with Princess Celestia and Princess Luna present with them. They had just informed the Royal sisters of what had transpired the other day with their mysterious enemies.

"I see, so you were attacked by these "dark beings" as you call them." Celestia surmised rubbing her chin on thought.

Twilight nodded. "Yes Princess. We are hoping if either of you would know what they were." she said. "The girls and I have never encountered them before since we started."

Princess Celestia sent a brief glance to Princess Luna, her sister had a troubled and a little haunted look on her face which went unnoticed by the girls except for the only boy present in the room.

After a moment Celestia spoke. "My sister and I have our suspicions at the moment, but at this point we can't be sure of anything at least not yet. Until then it's best if you seven should head home; get some rest and relaxation." She told her students, they obliged but Spike lingered.

"Hey Spike, you coming?" Pinkie asked him.

"You all go ahead, I'll catch up." he answered. Shrugging, she did so.

"Hey Princess Luna, are you alright?" he asked seeing that the princess of the night still looked troubled.

"W-What?" Luna stumbled in surprise before composing herself. "I'm fine young dragon boy, why do you ask?

"You look as if something's wrong." he answered.

"You don't have to worry child." she assured. "I'm perfectly fine."

Spike was unsure but decided to take her word for it. "If you say so."

"Speaking of being alright how are you doing Spike?" Celestia asked. "Twilight informed me of how you disposed of your assailants she described that afterward you were somewhat exhausted. I'm sorry that your training had to escalate into a fight."

"Don't worry about it." he dismissed. "Had to happen eventually. Well I'll see you later." he waved walking out the door.

"Goodbye." Luna waved back.

'I might be going on a limb but Luna might now something about those creeps that attacked us.' he though as he drank his smoothie. 'Still not sure if its right for me to act on it guess I'll just wait and see what happens.' Spike finished his drink and threw it in a nearby trash can with ease.

At the moment Spike was kinda bored, he almost wished another magical threat would present itself so that he and the good could deal with it. Alas, so far the day has been quiet he hoped something would happen soon.

"Spike? Darling is that you?" a familiar voice asked.

The boy in question turned and saw that it was Rarity.

"Oh hey Rarity." he greeted.

"I thought it was you I saw nearby, what brings you here?" she asked.

He simply shrugged. "Just thought I could use some downtime you know after well you know." he replied being sure not to give any specific details in case someone was listening.

Rarity nodded understandingly. "Oh I know exactly what you mean darling, every time the girls and I get into a scuffle I would either go here or to the spa. Since it's closed for the day I figured going here would be best."

"Got ya." Spike said, that makes sense.

"But enough about me dear, tell me do you have any other plans later?" she asked.

"Not really." he answered honestly.

"Well in that case why not come with me, I was about to do a little shopping and I wouldn't mind if you would accompany me." she offered.

"Really?" he asked surprised. "I don't know, I wouldn't want to intrude."

"Oh pish posh dear." Rarity dismissed. "I don't mind any company especially if it's a friend besides... " she sat beside Spike in an extra chair and put her hands around Spike's arm and placed them very close to her bust. "...it would be nice if we spend time together wouldn't it?" she asked in an alluringly tone, batting her eyelashes and gave him the bedroom eyes.

Spike's face was as red as an apple or tomato. "Um I-If you insist." he said nervously.

"Splendid!" she cheered. Rarity pulled him out his seat and dragged him away by his arm. "Come now Spike, no time to dilly dally." The two of them went off for the oncoming shopping spree.

Rarity and Spike went from store to store buying an assortment of clothing mostly for Rarity, Spike was doing most of the heavy lifting though not to seem inconsiderate she decided to lift half of the bags. Right now they were in what they counted as the fifth store they've been. The fashionable girl was surveying through the clothes to see what would match her the best.

"Hmm. A sapphire dress...oh definitely not, that is so last November. Ooh, this scarf looks nice but I saw a few girls from school with the same one, oh my but this white blouse looks cute." she observed. "Tell me Spike what do you think would look absolutely great on me?"

"I really wouldn't know." he replied. "Was never really one for fashion. Besides I'm sure you'll look good with anything you wear, everyone else in school thinks so."

"Oh you're such a charmer Spike." she gushed hugging him close to her chest. "If I didn't know any better if say that you were hitting on me. You little naughty boy." she chuckled pinching his cheek.

"N-No I wasnt!" he exclaimed in a panicked tone, blushing red at the close feeling of her breasts.

"Aw, you mean you don't think I'm pretty?" she asked in mock hurt she even put in some fake tears to make it more convincing. "Oh you're so mean!"

"Of course I do!" he said quickly. "Imean who wouldn't? You're one of the prettiest girls in school."

"I see, so you were hitting on me?" she smirked.

"No-Um Yes, but I wasn't trying to hit on you but let's say if I could I definitely would've but only if that's what you want." he stammered. "Is it?"

Rarity giggled. "Oh it's alright Spike, I'm only teasing and just so you know I wouldn't really kid at all mind if you did." she winked.

Spike looked surprised. "Uh that was you teasing again, right?" he asked warily.

"Maybe." she said coyly. She then thought of something. "You know precious, it's kind of unfair that I'm the only one buying new clothing. I know, you can pick out new clothes of your own and I'll pay for it all."

"You will?" he asked genuinely surprised.

"Of course." she told him.

"You don't have to, I'm sure I have enough to pay for myself." he said.

"Tut tut tut." she stopped him. "I won't hear another word about it."

Seeing that she was adamant, he conceded. "Alright if that's what you want."

"Don't worry darling, there's nothing I wouldn't do for my dear friends." she said.

Spike was pretty surprised how generous the fashionable girl was, normally girls like her would be spoiled, conceited, and pompous brats but she's actually pretty alright, emphasis on pretty. That was something he really admired about her, among other obvious things. He searched through the various different clothing in the men's aisle to see what would work for him, it took about five minutes but he was able to find the right stuff to wear.

"All right got my clothes, you wanna go and change first Rarity?" he asked her.

"You go ahead dear, I'm dying to see how you will look." she replied.

"Okay then." Spike entered into the men's changing room. After a few minutes Spike exited and Rarity marveled at his new appearance. He was wearing a dark green leather jacket over a buttoned white shirt, dark blue cargo pants and crimson red sneakers.

"Well how do I look?" he asked a little nervous.

"You look fabulous!" she exclaimed. She proceeded to hug him very tightly and putting his face very very close to her bust. "Those clothes look amazing in you. Oh my little Spikey-Wikey!" she gushed.

'Spikey-Wikey?' he though a little embarrassed at the her new pet name for him.

"Um you should probably go next like right now, people are starting to stare." he told her.

"Very well." she said though a little disappointed. Unlike Spike, she took a little bit longer time to get dressed. "Hm no that's not right, oh how about this?" he could her her say.

"Rarity, are you done yet?" he asked kinda bored. "Changing into new clothes never lasts this long you know."

"Patience Spike." she replied from behind the door. "A lady needs time to find the suitable clothes that fit with her identity."

After one more minute, Spike asked again. "Now?"

"Indeed." she answered. The unicorn girl exited from the room. "Well darling, tell me what do you think?"

What Spike saw made his eyes go wide like saucers. Before him was Rarity dressed in a black tube top, exposing a lot of cleavage and her midriff and had and hip hugging shorts, she was posing like a super model.

"Wow, you look...just wow, you just might look good in anything." he said like a drone.

Rarity giggled. "Thank you darling. I must say this does look absolutely beautiful on me." she said crossing her arms under her breasts making them bounce a bit causing him to blush. "Anyway, I say it's time to pay for these."

"What?" he asked. "I mean yeah sure." replied rather quickly.

After paying for their clothes Spike and Rarity left the store and found an ice cream stand.

Spike could always go for some ice cream. "What do you say Rarity, up for some ice cream?" he asked.

"Of course darling." she answered.

"But this time I'm the one who'lll be paying paying." he stated. "I think I'll have some mint chip, what about you?"

"The same as well." she replied. After paying for the ice cream the two of them sat at a fountain licking their delicious treats.

"Mmm." Spike moaned. "Man, tell ya there is something about mint chip that makes it so tasty." he smiled.

"I completely agree." Rarity said.

"Since we're here, I've been meaning to ask how exactly did you get involved in all this magical thing?" he asked. "I mean before now you were always the popular yet generous clothes living girl, what happened?"

Rarity had a look of nostalgia. "It was some time ago Spike..."

Months Earlier...

'Before I met Twilight I was as normal as any other young woman, I would normally design dresses for events like school dances or fashion shows and such. I didn't do it for the money or so that I can show off my creative dresses but I saw how much those who asked wanted them and who was I to say "no"? Yes it was all for the sake of being generous. Little did I know that's is what drew Twilight to seek me out'"

"I'll be honest when she explained her origin and that I was supposed to represent a magical element, I was completely skeptical. But who wouldn't be? I would've called her out on it being a sick joke until... '

"Ahh!" Rarity screamed. Before her and Twiligjt was a bugbear, a four armed creature with the physique of a bear and the wings and thorax of a bee. It growled dangerously.

"Rarity get back!" Twilight ordered. She powered up in her pony form ready to fight.

At this point Rarity was hyperventilating. "This can't be happening. This can't be happening." she panted.

"Look I already told you about this." Twilight told her. "Stay out of sight and you'll be okay I promise. Rarity was reluctant but did so. With her hiding, Twilight could now focus on the monster. She sent a magical blast that knocked him away but wasn't able to take him down for the count. The bugbear vomited honey from its mouth hoping to trap the alicorn girl which it did.

Rarity was hiding behind a tree and had fearful look on her face, this girl was trying to save her but she could do nothing, if she's supposed to represent generosity then now is the time to prove it. She closed her eyes hoping to find a way to save Twilight to pay her back.

She was then enveloped in a purple flash, which got Twilight's attention.

Once the light died down, Rarity now had a unicorn horn and was glowing with a purple aura around her neck was a medallion with a purple diamond. The bugbear was confused but then angered and charged at her. Rarity eyes glowed blue and focused her magic, the rock ground around her rose up and she turned it into hard diamonds which she threw them at it. The multiple diamonds were enough to bring it down.

Back with Twilight, she was able to break free and created a portal which sucked the bugbear in, she turned her focus back to Rarity.

"Are you alright?" she asked.

"Fine darling, just a little winded." Rarity replied.

"So, do you believe me now?"

"After what just occurred, I would have to say yes."

"I know this is a lot to take in, but I really do need your help." Twilight pleaded. "The fate of two worlds is at stake. This is your chance to be part of something big."

Rarity contemplated for a moment, this was a huge turning point in her life, but despite that she knew the risks and gave Twilight a smile. "I would be delighted."

"And so the rest is history." Rarity finished. At this point, both she and Rarity have left the mall and were walking through the parking lot.

"Wow, never knew you packed a punch." Spike admitted.

"What can I say darling? I'm more than just a pretty face." she remarked. "Well here's my car, do you need a ride?"

"Nah its cool, I always walk home." Spike replied. "Thanks for paying for my clothes." he said holding the bag.

"Think nothing of it dear." she dismissed. "Oh but one more thing." she bent down a little and gave him a longing kiss on the cheek. Once she pulled back, she left a purple lipstick mark.

"Uh..." Spike was speechless.

"Till we see each other again my little Spikey-Wikey." she cooed, she went in her car and drove off.

Spike watched her go and rubbed the cheek the kissed, he smiled bashfully.