The air of Rarity's workshop was filled with the soft humming of both the sewing machine and the dressmaker herself.

While she loved spending time with her friends and sister, she still longed for these rare quiet afternoons where nothing could come between her and her creations.

Alas, a knock on the door foretold that this peace was not to last. Rarity stopped and glanced at the clock. "How odd," she mused. "Did I remember the time wrong or is she early?" She set her sewing machine to standby mode, in case it was an interruption brief enough that she'd be able to return to her work quickly.

Five quick raps on the door came again as she descended the stairs into the store proper.

"Coming!" she called out, hoping her voice would carry.

The boutique was clearly closed, so it couldn't be a customer. Nevertheless, she took a moment before opening the door to smooth any stray bits of mane back into place and cast a quick spell to banish any loose threads or fabric scraps clinging to her coat. Refreshed and re-fabuloused, Rarity opened the door.

"Welcome to Carousel Boutique, where everything is- Oh! Pinkie Pie. What a pleasant surprise."

The pink earth pony waved. "Hiya Rarity. You got a minute?"

Rarity glanced at the timepiece above her window display. "For you? I have an hour." She stepped aside and allowed her friend entry.

Unlike her usual au natural style, today's Pinkie had apparently decided to accessorize. Her normally wild mane had its bangs held back by a trio of golden barrettes and she sported a fetching emerald-studded bangle on each foreleg. A bit of an unusual look, but Rarity couldn't deny that Pinkie made it work.

"I must say, I love your choice of accessories. A few pieces of jewelry really do change up a pony's look."

Pinkie smiled, but there was a strangeness in her eyes. "Thanks. They're... custom."

A long minute of silence passed between them. "To tell you the truth, I was being a tad literal about that hour," Rarity reminded her, "Starlight Glimmer is dropping by then. Twilight asked me to help teach her the values of friendship."

Pinkie nodded. "I know, She asked me to help teach her tomorrow. Okay, getting right to it then. I have a question and a favor to ask."

Rarity noted the unusually serious tone she had taken and mentally braced herself for some kind of trashy romance novel style confession. She walked over to a nearby pair of lounges and indicated for Pinkie to do the same. As they settled in, Rarity put her prodigious pony-reading skills to work.

Pinkie was nervous. That much much was abundantly clear from every little twitch and jerk of her body language. She had intentionally chosen seating that she knew to be more fashion than function to test Pinkie's reaction. The mare bounced in her seat, a small sproinging action that belied an excited energy. So she was both excited and nervous then. Meaning there was something she was eager to share, but for some reason worried about doing so.

"I- Do-" Pinkie hesitated and seemed to change her mind several times. She shook her head, curls nearly escaping their pins, before settling on a starting point. "Do you think Starlight can be reformed?"

"I-" Where had this come from? Of all the potential lines of inquiry Rarity had anticipated, this was an unexpected direction. "I would like to hope so. She made some bad decisions in life but she seems to be honestly trying to make up for them now."

"What about Discord?" Pinkie pressed, "Do you think he really changed for the better or has he just been fooling us and playing along this whole time?"

That was a slightly harder question and one which made the unicorn even more curious about where Pinkie was going with this. Still, she took her time to choose her words carefully. "I think he has changed. He's certainly not good at friendship --except with Fluttershy, but she's a special case-- but he's definitely a far cry now from how he was when we first met."

"But even though he could be faking it, you think he's genuinely made a change for the better?" Pinkie had begun leaning forward in her seat, so far she was nearly falling out of it.

"I... yes? But-"

"So you'd think that there's a chance that anypony --no matter what bad stuff they did before-- can be reformed? That they can turn over a new leaf and be good?" The mare leaned in so close she was practically fogging up Rarity's sewing glasses.

That was it. Enough games, it was time to cut to the heart of the matter. Rarity narrowed her eyes and shot Pinkie Pie a look. The kind of cutting glare that could make any crusader stop dancing around the subject and confess to whatever they'd broken. "Pinkie Pie, get to the point. What are you trying to ask?"

At the sudden shift, Pinkie seemed to realize just how much in Rarity's face she was getting. She let out a long, tension-filled sigh and sat back. "Okay. So... imagine you have this friend who has a friend. And this friend of a friend did some bad stuff in the past; used to be a real meanie. But then they made friends with your friend and your friend started helping them make a change. And now they're a lot better than they were and hardly lie or trick ponies at all anymore, but your friend is still worried about telling her other friend about their relationship because she's afraid of what they might think."

A glimmer of understanding twinkled in Rarity's eye. So, it was that sort of situation. No wonder Pinkie had come to her rather than Twilight. Still, she reasoned it would be best to push for a little more information before jumping to conclusions.

"And would this 'friend of my friend' be someone who had done something to me in the past?"

Pinkie considered that for a moment. "Kinda? The thing that they did wasn't directed at you personally, but you were involved later on."

It was an annoyingly vague answer, but not one that contradicted Rarity's theory. The details were still unclear, but she felt she understood enough to know where she stood on the issue.

"Darling, I understand completely and I want to help."

"Wait, really? But I haven't even-"

"Ah ah ah! You came to me for a reason, didn't you? You'll find I'm quite good at sniffing out the truth. So tell me," she leaned forward, chin resting on her arched hooves and eyes sparkling. Armed with a mare's intuition and snippets of context, she took a confident stab in the dark. "Which of those conpony brothers are you in a secret relationship with?"

Pinkie's voice caught in her throat and came out as a squawk of confusion. "Fwa-what?"

Rarity grinned slyly. That sounded like a hit to her. She pressed on. "Looks like my bits were right on the money! So,
Flim or Phlegm? Or was it Flam? Sorry if he's the one, it has been a while you see."

Pinkie made another strangled noise.

"Oh, no need to be coy, you've basically spelled it out for me. Come on now; tell me, tell me. Is it the one with the mustache? I always thought he seemed a bit more your type. Quite the fast talker too. I bet you two could have a conversation in half as much time as anypony else."

In a remarkable slap to the face of biology and science, Pinkie Pie managed to become even more pink than usual as a hot flush swept across her face.

"I- Wha- No I..."

"Come on!" Rarity cried, practically shoving herself down the poor pink mare's throat, "You can't just not follow up with all the juicy, juicy details after that!"

Pinkie shrunk back in her chair, her eyes darting like a cornered animal under Rarity's ever more predatory inquisitions. "I- I... Feldspar!" She cried in panic.

The bracelet on Pinkie's foreleg twinkled then disappeared in a flash of green fire. Rarity found herself pushed back as a figure rose between her and her quarry.

It was tall. Broad of shoulder and long of leg, with angular features that gave it an almost aristocratic look but were not lacking in menace. The scowl it sent in her direction as it took a defensive posture did not help alleviate this.

"Do not make such false claims if you value your life," he growled at her through bared teeth.

Rarity scrambled back, toppling over her chair. "C-Changeling! Pinkie! Run and warn the others. I'll hold it off." She grabbed a curtain rod in her magic and bared it like a quarterstaff.

"Sheer ignorance," the changeling frowned as he adopted a defensive stance, "I shall make you regret your slander."

"Whoa, whoa, whoa! Calm down everypony!" Pinkie jumped between the pair, forehooves spread to separate them. "Sparry, you need to take that and turn it waaay down from an eleven to like a two, three tops. Rarity's not a threat, I was just startled." She twisted her head. "And Rarity, Feldspar's not a bad guy. He's one of the ones I was just telling you about. You know, trying to turn over a new leaf?"

Unicorn and changeling eyes remained locked for a tense few seconds before the connection broke and their postures slackened. Rarity gave a brief rueful chuckle as she righted her chair.

"You know, somehow I feel as though I should have known that you, Pinkie Pie, would be the first to make friends with a changeling."

"Weeeell, not just one changeling." She tapped her hoof twice. "It's alright guys, you can come out now."

With much less showy transformations, Pinkie's other accessories return to their natural quadrupedal forms and arrayed themselves behind her.

Rarity took this with remarkable aplomb.

"See?" a shorter-than-average changeling with a crooked smile said to its neighbor. "She didn't freak. Told you she was the cool one."

"She could be in shock," the other replied.

Pinkie turned around and gave the pair of them a stern look. "Flossy, Andesite. You're being rude."

They hushed quickly with a small mumbled apology in Rarity's direction.

Though she'd been taking things in stride as best she could, Rarity couldn't help but be slightly surprised to see them cow so quickly to such a small scolding. She shook her head to force herself back to the present moment. "No, no, it's... fine. I'm fine. The surprise just... lost some of its shock value after the first reveal."

The first changeling --Feldspar, Pinkie had called him-- stepped forward and gave an apologetic bow. "I offer my sincere apologies for my overreaction. My awareness in that form was... limited. I reacted to her distress, and see now that I have caused Pinkie trouble. For that, I am sorry."

"Ooh, someling's been practicing their manners," Pinkie said teasingly. Feldspar merely gave her a wan smile.

"I thought it would please you."

Another changeling --Flossy?-- snickered, but was quickly silenced by a stern look from Feldspar. Rarity took this exchange in stride.

"Well. I suppose with this many guests I ought to get some tea."

---

After tea had been poured and more chairs acquired, Pinkie related the strange turn of events which had led her to become first a caretaker, then a landlady, and now something of a mayor. When it was done, Rarity took a sip of her now-lukewarm tea and sighed.

"That is quite the story. No wonder that you've seemed so busy lately, trying to keep a whole community running. But I am left with one question." She leaned forward, allowing her glasses to slip down her muzzle a little. "What do you need my help for?"

Unexpectedly, it was Feldspar who answered. "While Pinkie has helped us to grow and adapt socially and culturally, we seek your aid, Miss Rarity, in helping us adapt physically. Though we are attempting to grow and change from our former lifestyle, t'would be a waste of our inborn talents to abandon our changeling skills entirely. Thus, we intend to continue to use pony forms when interacting with ponies."

"Ugh, Feld, just spit it out already. We're trying to get her help, not bore her into podsleep." Feldspar glared at him but
Flossy ignored it as he turned to address Rarity directly. "Look, Rares --Can I call you Rares?-- We're all really good am mimicking ponies."

In a flash of fire he became her doppelganger and continued on in her voice. "Any half-trained nymph can do that. What we're not good at is coming up with original ideas." Another flash of fire and Rarity's reflection was replaced by a unique but vaguely uncanny pony. The mane she recognized as her own purple locks but cut in a short fringed bob. The coat was Pinkie Pie's shade, but stretched over a thin and wiry frame that looked more suitable for a pegasus than an earth pony. But the face was the worst. There was enough of her own to be familiar, but the strong jaw and smaller eyes threw everything off completely. She shuddered involuntarily at it.

With a final flare, he returned to black chitin. "Yeah, I know. And I'm considered good at that. Best we can do is mix and match parts and, as you experienced, ponies react pretty badly when they recognize only a part of someone they know."

"Indeed," she replied, still trying to get the haunting image of her own distorted face out of her mind.

"So we need you," he gestured to one of her many dress-bearing poniquins. "To help us on the physical side of things with your mastery of fashion, anatomy, and visual appeal."

Rarity blushed at the 'mastery' comment but managed to keep her composure.

"So what do you say?" Pinkie asked eagerly. "You wanna try designing ponies for a change?"

Rarity hesitated. The offer was... tempting. Certainly an interesting challenge. And she did often imagine, as she designed every outfit, the ideal pony to wear it, so it wasn't a stretch of her abilities. Still, she couldn't shake the worry that this was all some sort of changeling plot. A ruse, for whatever purposes, to enlist her in some treacherous scheme.

The concern must have shown on her face as one changeling, smaller than the rest, piped up. "We can pay, too!" He hefted a small jingling bag of bits. "We've got a real booming economy now!"

"It's not that. I mean, if I do agree then money certainly wouldn't be a concern, but... it's just..."

Rarity looked down as she felt something soft and far from chitinous on her hoof. It was Pinkie's. Her gaze rose to meet a pair of soft blue eyes, brimming with understanding. "I get it. You're worried if they can be trusted." She gave a soft smile. "That's totally fair. But you trust me, right? I'll vouch for their good intentions. I've known these five the longest and trust them as much as I trust you and the girls."

Rarity sat back as she let that sink in. While it did allay some of her fears, there was still a squirming tendril of worry. While Pinkie's words had been reassuring, there was some detail about that that set off alarm bells in her mind.

"Wait, what do you mean these five? Just how many changelings do you know?"

The five changelings tensed before glancing to Pinkie. She nodded.

Feldspar told her.

Rarity blanched at the number and wished her good fainting chaise wasn't at the cleaners. That many changelings, and right under everypony's nose no less. Which would mean a lot of work. Although... even if she accepted only a bit or two per design as a tip, that added up to quite the sum very quickly. With that kind of coin she could build an annex on the boutique. Celestia's bridle, she could probably build a second boutique from scratch!

Generosity though she was, that did not mean she wasn't also a businessmare.

Silently praying that she was taking the right path, she made her decision. "Well then, if it's like that then the sooner we get started the better, wouldn't you say? Who's first? How about you, Andesite, was it? I think I can picture you in a very nice muted turquoise."

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