"Beautiful..." Twilight heard Spike moan as the two of them entered Ponyville's town hall.

The interior was ornately decorated, with colorful banners and strips of fabrics hanging down from the ceiling and off many of the overhanging balconies above them. The decorations seemed to glint and shimmer in the golden sunlight streaming brilliantly through large windows that made up most of the surrounding walls. It all looked extraordinarily well done, even reminding Twilight of the decorations sometimes used in the royal palace on special occasions.

"Hm, beautiful indeed." Twilight hummed in agreement. "It looks like the decor is coming along nicely. Hopefully, this should be quick and easy and we'll be back to the library in no time!"

"N-not the decor, h-her!" Spike exclaimed, arm limply rising up and gesturing towards a mare who was standing on the other side of the large room.

She was facing away from the two of them, right beside one of the balcony supports beams that connected down to the floor. Ribbons of varying color and length floated up in front of her as appeared to be comparing them to one another.

'She must be the unicorn in charge of decorations. Rarity, I think it was?' Twilight thought, curious if this unicorn was from Canterlot too.

Based on appearances alone, she would certainly fit in with the other nobles back in Canterlot. Her coat was a pristine pearly white and her curly mane and tail were both a vibrant shade of purple. An elegant looking silk dress, similar in color to her mane was loosely draped over her body. Two long slits ran up each side of the dress, exposing her legs and revealing a trio of blue diamonds that featured on each of her curvy hips.

She had an almost perfect hourglass figure too. Even from behind, Twilight could tell that she had to have at least D-cups, maybe a little bigger even? Moving down, the dress seemed to cling to her tiny yet still nicely curved waist, blooming out around her large round posterior. The fabric of her dress was clearly not very thick as it showed off every bump and curve her body had to offer.

Looking over at Spike, Twilight found him once again entranced by another one of the, admittedly quite attractive, mares in this town. She'd mostly ignored his staring when they met Applejack earlier, but now it starting to irritate her. Yet, she couldn't figure out why. Spike was a fully grown... stallion, now. Why should she care who he decided to ogle at...

'But why the mares here specifically? There were plenty of other attractive ponies back in Canterlot, yet he hardly showed any interest in most of them.' She pondered, only to be confused as to why she was even putting so much thought into this anyway.

Deciding not to dwell on it further, Twilight strode up to the unicorn, with Spike following after her like a brainless zombie.

"Um, excuse me, is your name Rarity?" She asked as they arrived behind her.

"Oh? Just a moment, please! I'm in-the-zone as it were." The unicorn quickly replied in a familiar noble accent. "Oh yes~! A little sparkle always does the trick, does it not?" She sighed, expertly tieing a chosen ribbon around the wooden post with a neat bow. A magical aura appeared to surround it, making tiny sparkles that shimmered in the sunlight.

'Did she enchanted the fabric?' Twilight realized. 'That's pretty impressive if so. Most of the nobles in Canterlot have problems just levitating a simple bag of groceries, much less anything on like this.' They would much sooner just have their severely underpaid servants do everything for them. 'Ugh, why couldn't they just learn to carry things themselves?'

Behind her, Spike resisted a sudden urge to sneeze. Meanwhile, the unicorn made a few last-minute touches to her decoration before turning around to greet the two of them.

"Now, how can I help-Whahahah!" The mare dramatically yelped, looking up in horror at Twilight's head. "Oh, my stars! Darling, why whatever happened has to your coiffure?!"

"Oh, my mane?" Twilight asked having already forgotten that it was still messy looking. "Um, that's kind of a long story, I'm just here to check on the decorations and then I'll get out of your hair, hah." Twilight explained, wanting to move things along as fast as possible before they were delayed yet again.

"My hair?! Darling, what about your hair?!"

Spike felt like he was looking at the very definition of beauty personified.

He'd missed most of it, but somewhere during Twilight and Rarity's conversation, the alabaster beauty had managed to drag the very reluctant purple unicorn all the way from the town hall, back to her boutique near the edge of town. All the while, Spike was pretty sure Twilight had been gesturing to him for help, though admittedly, he'd been a bit too distracted at the time to really pick up on her pleas. While following behind them as Rarity at times literally pushed Twilight through town, Spike had been unable to tear his eyes from the fashionista's amazing body.

It wasn't until Rarity had already gotten Twilight's mane back to normal though that she actually acknowledged his existence, finally waking him from his trance as she turned towards him. She gave the dragon a quick look-over as he tried to think of something to say, her eyes squinting as if she were taking measurements in her head. Either she was somehow oblivious or completely nonchalant regarding his obvious infatuation as he stared back into her gorgeous blue eyes.

In the end, he'd only managed a dull "Buh", though she didn't seem to hear him as she turned back to Twilight a moment later. With Twilight's mane and tail restored, Rarity offered to make her a brand new outfit as a token of their meeting. Twilight again tried to decline the mare's offer, say she was perfectly fine with what she had on, but Rarity insisted.

"If I'm being perfectly honestly darling, while certainly a classic, the whole 'schoolgirl slut' style was so last spring. Now I, of all ponies, can certainly relate with a mare who wishes to flaunt her natural feminine charms, but really if you want your body to 'pop', you absolutely must try out some of the new outfits from my latest summer line."

To say Twilight blushed upon hearing Rarity describing her uniform as 'slutty' would be an understatement. Spike was pretty sure he'd seen fresh ripe tomatoes that were less red. Now a disheveled and stuttering mess, Twilight was unable to resist as Rarity shoved her back behind a changing screen, along with a rack of various outfits for her to try on.

Most of them Rarity immediately rejected the moment Twilight stepped out from behind the screen, though Spike didn't really think they were all that bad. Especially some of the more risque looking ones. He'd seen a few back similar outfits in Canterlot before, but something about seeing Twilight wearing them made them look so much better.

'That 'The Mare Statue' getup looked pretty cute on her...' Spike thought, thinking back to the scantily clad statue standing proud in the Manehattan harbor.

It wasn't until Rarity finally picked one she liked that Twilight was able to get a word in edgewise.

"Look, uh, Rarity, as much as I really appreciate your generous offer, we both need to get going." Twilight tried to explain, holding down the tiny skirt of the cheerleader outfit she'd just been told to put on. "We're on very important business from Canterlot and-"

"Canterlot?!" Rarity gasped dramatically. "Oh, I am so envious! The glamour, oh the sophistication! I have always dreamed of living there myself! You simply must tell me all about it!" Rarity raved, pausing for a moment as she re-analyzed Twilight's figure a second time.

"Ugh, what was I thinking? Let me get you some proper dresses, worthy of somepony all the way from Canterlot!" She said excitedly, darting off into one the boutique's back rooms.

The coast clear, Twilight quickly bolted back behind the changing screen again, snatching up the strewn about pieces of her old uniform from a nearby table. After changing back as quickly as she could, she bolted for the door, dragging a surprised Spike by his tail with her magic.

"Come on Spike! We need to get out of here before she tries dyeing my mane a different color!"

As Rarity finally emerged from her storeroom, she huffed while pushing out a rack full of fancy outfits.

"Now, these should fit you much bett-."

But Rarity was puzzled to find Twilight nowhere to be found, the front door of her boutique left ajar.

'Hmm, well, I supposed she did mention that she had somewhere urgent to be.' Rarity thought, feeling a little disappointed.

Checking behind the changing screen, she noticed something lying on the ground. Reaching down, she picked it up, sighing as she stuffed a pair of slightly stained panties down between her breasts.

'Oh well, I suppose I must be getting ready anyway. I don't want to be late for the party tonight. I'll just have to return these panties of hers when I see her there...'

"H-hey Spike?" Twilight suddenly asked, sounding nervous as she called up to the dragon walking a little bit ahead of her.

The two were trekking through the forested outskirts of Ponyville, with Spike taking the lead as they searched around for the final pony on their list.

"Uh, yea?" He answered back.

"D-do you think this uniform makes me look... s-slutty?" She stuttered, staring down at the ground with an odd expression on her face. Spike was unsure of how to even answer such a question coming from her.

"Uhh well... I suppose it is a tiny bit too small for you now, though I'm sure Rarity was just exaggerating." Spike reassured her, though he himself held a slightly different opinion as he stared at Twilight's bulging cleavage and tiny skirt.

"..."

"..."

"A-anyway, who was the next pony on our list again?" Twilight asked, chuckling awkwardly as she brushed back her bangs.

"Well, according to the list, the last pony we need to see is another mare who's arranging and conducting the music for the event," He explained, thankful for the change in subject. "She's a pegasus named: 'Fluttershy'."

"Well, hopefully this one won't mess up my mane or cover me in mud again. I don't need that crazy unicorn trying to stylize me again." Twilight said with a huff.

The pair continued down the dirt path for a bit longer before they both started to pick up the faint sounds of singing coming from further up ahead. They shared a curious look as they neared the source of the singing. It didn't sound like a pony at all. If anything, it seemed like an entire flock of birds were chirping together in almost perfect harmony.

"Are you hearing this right now?" Spike asked in a whisper.

"Yes, it sounds like it's coming through those bushes over there. But I've never read about any species of birds that can sing like this before." Twilight whispered back, a tinge of scientific curiosity sneaking into her voice.

Wandering off the path as they followed the sound, they pushed through a few bushes, eventually revealing a small forest clearing. At its center, a small leafless tree was packed with a variety of different birds, all singing in harmony with one another as they sat on different branches. Hovering silently in front of them, a yellow pegasus with a long pink mane appeared to be conducting the avian chorus, moving her hands slowly as she directed them.

'This must be Fluttershy...' Spike thought.

From this angle, most of her face was concealed by her mane, and due to what she was wearing, it was hard to make out much else about her. She wore a big green zip-up hoodie that seemed to be many sizes larger than what she probably needed, at least based on how much the sleeves were hanging from her arms. The hoodie stretched all the way down to her lower thigh, leaving the rest of her smooth slender legs bare.

Both Spike and Twilight continued to watch the spectacle from the bushes until the song finally concluded a minute later. It really was astonishing how good it sounded. The pegasus appeared to start talking to one of the birds, prompting Twilight to stand up and emerged from the bush, walking out into the clearing.

Spike had been about to follow her when he suddenly froze in place, his eye's locked onto Twilight's behind. From his crouched position, he found himself staring up at a view he'd only seen in his fantasies. Twilight's panties were gone and her little pink slit was out in the open, easily visible as it failed to hide between her legs while she walked.

'What in Equestria happened to her panties?!' He inwardly shouted to himself. Twilight didn't appear to have realized her current predicament.

"Um, hello?" Twilight called up to the pegasus, unaware that she was missing something rather important.

"Eep!" The yellow pegasus yelped, her birds scattering to the wind.

"Oh, I'm so sorry! I didn't mean to scare your birds away." Twilight quickly apologized as the pegasus turned around and slowly hovered down to Twilight level, avoiding direct eye contact. "I'm just here to check up on the music for the celebration. It sounded wonderful..."

The mare remained completely silent as she touched down, appearing to sink into the depths of her hoodie.

"So, uh... what's your name?" Twilight asked, trying to avoid an awkward silence.

After a moment, the mare finally looked up and mumbled something in response, but it was far too quiet for Twilight to hear.

"I'm sorry, what was that?" She asked again, leaning forward a bit while tilting one of her ears.

Back in the bushes, smoke was fuming from Spike's nostrils. With Twilight bent over, he was being treated to an even better view than before. Aside from her now fully visible pussy, he could also make out a few scattered brown smears stuck between her ass cheeks. The pegasus she was trying to talk to mumbled again, but her voice was even harder to hear this time as the pegasus hid back behind her mane.

"Um, didn't quite catch that," Twilight repeated, leaning down even closer while putting on her best reassuring smile.

Yet, the mare only let out a shy squeak in response this time.

"..."

The sound of little wing beats signified that her birds had returned, each landing back onto their original positions on the tree branches above as they eyed Twilight curiously.

"Well, um, it looks like your birds are back. I'm just going to assume everything is going well. So, uh... keep up the good work?"

"..."

"Okaayyy then." Twilight said, turning around and marching back towards the bushes. "Alright, come on Spike, let's hurry and get back to the-."

"*Gasp!*"

A green blur suddenly shot past her as the yellow pegasus suddenly materialized directly in front of Spike in the bushes.

"Gah!" He exclaimed, hands shooting down to conceal the long bulge that had been growing in the front of his shorts.

"Oh my goodness! A-are you a dragon?!" She asked, excitement sparkling in her eyes with a kind of childlike wonder.

"...Uhhh, yes?" He answered warily, really hoping she didn't look down.

"Oh my gosh! I've never met a dragon before! I didn't know you had so many pretty looking scales and spines!" She gushed, wings fluttering as she covered an adorable smile with her hands.

"Uh, yea thanks, I guess they are pretty cool. What was your name again?" Spike asked with a blush. It wasn't every day a stranger, much less a very cute one, complimented him on his appearance. Usually, he got the exact opposite.

"Oh! How rude of me! My name is Fluttershy, Mr. Dragon."

"Well, it's nice to meet you Fluttershy, ah, my name's Spike."

The mare seemed like she was about to barrage him with a million questions when Twilight suddenly interrupted their conversation.

"Well, Fluttershy, Spike and I must be going now. We've got some very important business to take care of back at the library." Twilight hastily explained, grabbing Spike firmly by his shoulders as she started pushing him back up towards the forest path.

"Oh, I almost forgot! I need to head into town today too! I'll come with you!" Fluttershy gasped, racing after them. "Also, I really wanted to ask Mr. Spike some more questions, a-as long as he's okay with that?"

Twilight turned to reply in the negative but was cut off as Spike answered first.

"Sure! I don't mind at all!" He blurted.

Though he didn't notice, Twilight's eye twitched...

"Oh wow, really?" Fluttershy gasped, holding her hands over her mouth in amazement at what she'd just been told.

"Yup, and because I'm a dragon, I get pretty strong too!" Spike continued explaining as the two of them walked side by side, unaware that Twilight was glaring into the back of their skulls.

Due to Fluttershy's constant barrage of questions keeping them walking at a slow pace, it was taking far longer than it should have to get back to the library. It had been getting steadily darker as the sun was starting to dip down below the horizon, the full moon starting its nightly ascent on the other side of the sky.

Temperatures had dropped surprisingly fast as Twilight was feeling strangely chilly. But she wasn't paying much attention to that right now though. In fact, she didn't even really even care about how long they were taking to get back either. What bothered her right now, was this mare.

Not long after they'd left the clearing, Spike ended up asking what her special talent was out of curiosity. She then proceeded to casually take off her hoodie and partially pull down the side of the shorts was wearing underneath, just to show him the trio of pink butterflies adorning her hips. Without the concealment of her hoodie, Fluttershy's voluptuous figure was now on full display.

Twilight glanced down at her own chest and the comparatively modest line of cleavage that her uniform showed off. Looking back up, she glared enviously at the other mare's busty bosom. The white tank top Fluttershy had been wearing under that hoodie seemed like it was being stretched to its absolute limit. Her huge DD-cup breasts stood prominently on her chest, which along her wide curvaceous hips and model-like waist, made her comparable to the Princess's generous proportions. Though she lacked without the alicorn's tall proportions to help compensate.

Feelings of inadequacy and butterflies in her stomach had been brewing constantly in Twilight's mind ever since this morning, only growing stronger with each mare they met, and Spike was somehow rooted at the center of it all...

"And that's why we're here in Ponyville!" Spike finished, having pretty much told Fluttershy his life story as they were slowly walking through town.

He was really enjoying hanging out with her, and not just because she was hot as hell, but she just seemed so interested in pretty much everything that he had to say. It was definitely a nice change from Canterlot.

"Aaannd we're here, finally!" Twilight loudly groaned behind them.

Spike and Fluttershy looked up, only now noticing that they were both standing at the foot of the Ponyville library.

'Woah, that was fast, I guess I must've gotten really invested in our conversation...' Spike thought.

"H-hey, um Mr. Spike?" Fluttershy asked, sounding nervous all of the sudden.

"Huh? Yea, what is it?"

She was looking down at her feet, a lock of her curly mane hanging down over one eye.

"I know you said that you probably won't be in town for very long but... d-do you think you could find time to come by my cottage tomorrow? There are still a few things I'd like to a-ask you."

"Uhh, yea sure, that sounds like fun."

Face brightening at his reply, Fluttershy leaped at him, wrapped him up in a tight bear hug. He was unprepared for the sudden embrace but did his best to return it in full.

'Wow, her coat is really soft...' He thought, feeling the warmth of the two squishy melons pressing into his chest.

"Come on Spike!" Twilight suddenly shouted, yanking him away from Fluttershy with her magic before tossing him through the front door of the library with a violent flick of her horn. "We have important things to do!" She growled.

"Oh, and u-um Miss Twilight?" Fluttershy quietly asked, touching her pointer fingers together nervously.

"Yea, a-huh?" Twilight answered, not really paying attention to the pegasus as she checked over their to-do list one last time before she headed inside herself.

"Y-you really shouldn't be going out so e-exposed like that. You could really catch a cold or something!"

"Yea, that's great, bye now," Twilight replied monotonously, dashing inside the library and slamming the door closed behind her.

"Ugh, now where is that light?" Twilight pouted grumpily, finding herself now standing in complete darkness.

"Huh, rude much?" She heard Spike grumble somewhere on the floor next to her. Twilight rolled her eyes as she started feeling around for a light switch.

'Wait a minute...' Twilight thought, pausing as she only now processed what Fluttershy had just said to her. 'What did she mean by expos-'.

"SUPRISE!" The thunderous voices of almost an entire town's worth of ponies suddenly boomed all around them as the lights were flicked on, blinding both her and Spike.

At the exact same time, the blast of a cannon could be heard, followed immediately by a powerful rush of wind and confetti that blew straight into Twilight, inverting her skirt in front of the large crowd of ponies packed into the library.

Author's Notes:

Fun Fact Of The Chapter: In the show the statue of liberty representation in Manehattan is litteraly just called The Mare Statue.

I'm not all that good at describing dresses, much less the amazing things Rarity is capable of putting together. Heres what the dress she was wearing looked like.