Disclaimer: I own only the following: Charles.

Chapter 14: Suited For Success

"Oh, Opalescence. Can't you just picture it? Moi, stepping up in a stunning new gown at the Grand Galloping Gala in Canterlot!" at Carousel Boutique Rarity adores a sketch of a dress she is making for herself to appear amazingly at the Grand Galloping Gala which is only a couple weeks away. Her cat Opal lies on a pony mannequin which helps Rarity make the clothes at the right size with a pink fabric under her like a blanket. Rarity then comes over and swipes it out from under Opal and brings her down. As she landed she made a meow and went to find a new place to rest.

"Why, yes! I did make it myself. Thank you so much for asking." Rarity said with the fabric wrapped around her neck like a scarf and puckered her lips in a fashionista expression and fluttered her eyes in the process. Opal then found antother piece of fabric on the ground and lied down making herself comfortable. But it was again pulled from under her as Rarity places it under the sewing machine so she can stitch. Opal gets off of it and made an irritated growl.

"Oh Opal, of course you can help me. Thank you." Rarity thanked and grabbed Opal putting her on the table and placed a needle cushion in her mouth. She made another muffled growl irritably while holding the cushion.

"What's that? You want to help me more! Oh, aren't you the sweetest thing?" Rarity cooed and gave Opal more stitching equipment and struggles to balance with spools, glue, scissors, and measuring tape on her with one paw.

"Careful now. Don't move. This shouldn't take long at all." Rarity promised as she stitches her incomplete dress but knowing her as her pet poor Opal knew that wasn't true and rolled her eyes and made a soft meowing sigh.

Later…

Charles, Twilight Sparkle (with a pair of saddlebags) and Applejack arrive at Carousel Boutique. They entered the boutique, but seeing that she wasn't present in the ground floor, they made their way up to the upper story. Coming to one of the doors and hearing the shimmer of a magical aura, Applejack knocked seven times, then opened the door with a, "Howdy, Rarity!"

As they walked in, Twilight shushed her friends as she pointed to the right. Rarity was working on a dress design, her focus evident on the pair of red-framed, tinted eyeglasses on her muzzle. The dress-in-progress showed darker magenta trim and lighter material for the chest and forelegs. The skirt has been built up in layers.

"Can't you see Rarity's trying to concentrate?", Twilight said as the three of them walked up behind her.

"What do you think she's makin'?", Applejack asked, her voice also hushed.

"What do you think?", snarked Charles as he glanced at a bed on the other side of the room, where he saw a fluffy white cat resting there. She had violet eyeshadow and a darker bow, matching Rarity's mane, in one tuft of hair atop her head. A jeweled purple collar adorned her neck. There you are, Opalescence. Rarity addressed her as Opal for short.

"Looks like a dress.", his charge replied to the farmpony.

"Well, that makes sense since this is a dressmaker's shop and all."

A few seconds later, Rarity turned to face the three with a very polite smile, though Charles could tell it was a bit forced as he turned back. "Is there something I can help you with?"

"Oh…so very sorry to trouble you, Rarity, but I need a quick favor.", Twilight said before digging in the bags for a moment. She then pulled out a dress—red, with yellow sleeves—and laid it on a tabletop. One of its buttons had come loose. "Could you please fix a button for me? It's my dress for the Grand Galloping Gala."

Rarity gave a shocked gasp. "Oh, no, no, no! You can't wear this…uh, old thing. You need a glamorous new outfit for the Gala, and I'll make it for you. No problem at all. It would be my pleasure."

"Oh, that's really sweet of you to offer, Rarity, but I can't let you do that. It would be so much work. This dress is fine."

Rarity replied reprovingly, "Twilight Sparkle, I insist on making you a new dress."

"But—" She was waved a hoof in the face.

"Not another word. I won't take no for an answer."

"Well, in that case…thank you for your generosity, Rarity. Knowing your handiwork, I'm sure it will be absolutely beautiful."

"Be careful.", warned Charles. "There are those who will take advantage of that. Not that we're gonna do such a thing." He turned to his friends with a stern look. "Right, girls?" The two nodded profusely and the stallion sighed.

Rarity then turned a slightly critical eye toward Applejack. "Let me guess, Applejack. You don't want a new gown either."

"Gown? Shoot. I was just gonna wear my old work duds."

Rarity gave a bigger shocked gasp. "You can't possibly be serious, Applejack! You absolutely must wear formal attire!"

Applejack thought hard for a moment before answering, "Nah."

Rarity gave a smile. "What if I just spruce up your, uh…duds…for you a little bit?"

"Uh…okay, sure, why not? Since you're offerin' and all. Just don't make them too, uh…frou-frou-y."

"Deal!"

"Oh, almost forgot.", Charles said. "I was considering making a request for a suit for the Gala, but maybe I should go for a mail-order one." He ended his sentence in a somewhat teasing manner.

Once again, Rarity gave a bigger shocked gasp. "Mail order?! Those sub-par quality suits?! I simply can't allow you to wear those things! Allow me to make a brand new suit for you."

"Well, as long as it isn't gonna make me look like a Little Lord Fauntleroy."

"Who?"

"That blue ensemble you put on me and Spike when you were making favors so that Twilight would give her extra ticket to you."

"Oh don't worry about that. While that's a nice suit, it's not exactly Gala material. Speaking of which, where is it? It certainly hasn't been returned."

Before he could answer— "Look out below!" A voice came.

A panicked yell followed and Rainbow Dash smashed through the ceiling, hitting the floor much too hard for her liking, then bouncing backward and ending up tangled among equinequins and cloth bolts, with a bucket on her head.

"Sorry. New trick. Didn't quite work." Rainbow raised the bucket so that it wasn't covering her left eye, then gave a nervous chuckle.

Just then, Charles noticed Rarity think hard. "Hmmm…" This was followed by a sharp gasp, a smile, and a singsong, "Idea!" before resuming normal tone. "I'll make you an outfit for the Gala too, Rainbow Dash!"

Still standing among the mannequins, the pegasus looked back and forth with great confusion. "Outfit for the what, now?"

Rarity started indicating everypony in the room. "I'll make one for you, and you, and all of you!" She jumped in place. "Ooh, and of course Pinkie, and Fluttershy too."

"Oh and when I'm done, we can hold our very own fashion show!"

"What a great idea!", Twilight said. "If your're sure you can handle it."

Rarity levitated the cloth bolts from a rack. "Oh, it'll be a little bit of work, but it'll be a wonderful boost for my business—plus, fun!"

"Oh, I love fun things!", Rainbow agreed.

Rarity then proceeded to lay out the cloth at her worktable, her measuring tape around her neck and at the ready. "Then it's settled. We'll have a fashion show, starring us!" There were cheers from the other girls as she began to cut the fabric.

"Leave me out of this one.", Charles requested. "I don't want to participate. Although the suit request still stands."

"So all you have to do is make a different, stunnin', original, amazin' outfit for one, two, three, four, five, six, plus yourself—seven ponies? And lickety-split?", Applejack asked.

Rarity gave a chuckle. "Oh, Applejack, you make it sound as if it's going to be hard."

"Be careful with what you say.", Charles said. "Because you may come to regret it."

Later…

At the library Charles and Twilight where looking stuff up, leaving Rarity to work on the dresses (and suit) when.

All of a sudden, Rainbow Dash plowed through the doorway and right into Charles, making the two roll for a while and onto the table. "Oww!", the mare-faced stallion complained. It didn't really hurt as much, but he made it look like it did if it would at least make Rainbow be a little more careful next time.

Unfortunately for him, she seemed to know that was what he was up to. "Come on, Charles. You're tougher than that, right?"

"Doesn't make it any less painful." The two of them got off one another and brushed themselves of the dust. "Why are you here?"

"Rarity's done with our dresses and wants everypony to her boutique."

"That was fast. And one of them's a suit. I'm a stallion, remember?"

Regardless, Twilight and Charles followed Rainbow to Carousel Boutique.

At the upper story of Carousel Boutique…

Rarity backed across the room as she led all of her friends inside with their eyes closed, Pinkie Pie hopping with excitement. "That's it…keep them closed…", she said. "…don't look…" She proceeded to line the six up, who still had their eyes squeezed shut. "Okay, you can look now!"

Twelve eyes opened wide and six throats gasped in surprise at the six equinequins across them, each decked out in an outfit meant for one wearer.

Applejack's had a new brown cowboy hat, a green collar and apple bolo tie, green boots trimmed with red/white on the forelegs, a red saddle with brown trim and a long, fringed underlying green piece that resembled a saddle blanket. Every piece was decorated with apples.

Twilight's had a high-collared royal blue cape, secured by a star brooch at the neckline and gathered into a light blue saddle that sat slightly forward. Stars were sprinkled around the hem, collar, and saddle, and there were star earrings as well.

Fluttershy's had a light green cape, with butterfly brooch and earrings, a light blue shawl looped around the rump, and flowers at the hemline. Matching green sandals with vine-like ties were on the forelegs.

On Rainbow's was a rainbow-striped train with a loop of material under each wing to hold it in place, cloud-like white edging at the hem—which Opal nuzzled happily against—and a grape-bunch brooch. Gold laurels rested atop the head, and the forelegs displayed gold sandals with long ties.

Pinkie's dress had a striped vest secured in front with a large bow, ribbons at the hem, candy corn and lollipops on the skirt's lacy top layer, ribboned shoes, and a pillbox hat. The skirt and the bows on the hat and collar matched the color of its wearer-to-be's mane, the hem ribbon and shoe bows the eyes, and the vest was done in blue-white stripes.

As for Charles, his suit is banana yellow zoot suit with white buttons with a matching hat. It was partly open to reveal a white dress shirt with a red tie with black spots.(1)

"These are your new outfits!", Rarity said as Opal played with the fringe. "What do you think of your old duds now, Applejack? Pretty swanky, are they not?" She gave a giggle as her pet cat went over to the next dress.

"And Twilight, I made this dress for you, and I designed each outfit theme to perfectly reflect each pony's unique personality." Rarity proceeded to the next.

"Oh! It took me forever to get the colors right on this one, Rainbow Dash, but I did it." It can also be seen that Opal loves it too as she moved toward it again. "Oh, and it turned out beautiful, don't you think?"

Opal rolled happily past Fluttershy's ensemble. Rarity gave a gasp, "And I know you're going to love yours, Fluttershy. It just sings spring!"

Opal walked over to the suit, purring with approval. "I haven't got much practice in making new suits, Charles, but I can assure you'll look very dashing in this one!"

Opal then moved to the rump of the equinequin wearing Pinkie's dress. "And Pinkie Pie, look! Pink! Your favorite!" Rarity now stood in the center of the floor with all six outfits ranged behind her. "Aren't they all amazing?"

The others just stood there, stunned into total silence for several seconds as she aimed a huge, expectant grin across the room. Finally they began to recover their senses, but their body language gave away various degrees of unease.

Twilight began, "Wow…they're…"

Rainbow agreed. "Yeah, they're…"

"They sure are, uh…somethin'.", Applejack said.

"Yes! Something!", Twilight concurred.

"I love something!", Pinkie said. "Something is my favorite!"

"It's…nice.", Fluttershy answered.

"They…look…great!", Charles provided.

Rarity started to catch on, but didn't seem to hear the stallion's comment. "But what's the matter? Don't you like them?"

"They're very nice.", Twilight said.

"And we're plumb grateful 'cause you worked so hard on them.", Applejack supplied.

"They look absolutely great!", Charles told her.

"Mine's just not as cool as I was imagining." Rainbow commented, finding herself on the wrong end of annoyed glares from the former three. "She asked."

"I guess what we're all saying is that they're just not what we had in mind.", Twilight explained.

"But I still like them! I couldn't ask for anything less!", Charles said, guessing where this might be going to. He was also sincere in his opinion as he looked at the gobsmacked designer, then saw his friends voiced general assent, while Fluttershy pawed nervously at the carpet. Rarity groaned and hung her head for a moment, then brought it up with a slightly pained smile.

"That's okay. Not a problem. There's plenty more where that came from. They were only a first pass. You're my friends, and I want you to be one hundred and ten percent satisfied. Not to worry. I'll redo them!"

Fluttershy said, "Oh, Rarity, you don't have to do that. They're fine."

The designer was already levitating Applejack's new hat and Twilight's earrings off. "I want them to be better than just fine. I want you to think they're absolutely perfect."

"Are you sure?", Applejack asked. "I mean, we wouldn't want to impose."

"I do think they're absolutely perfect.", said the sole stallion. "They just don't realize it yet."

Rarity gave a laugh, floating Twilight's dress off and letting it drop "Oh, it's no imposition. Really, I insist!"

As the other mares began to leave, Twilight said, "Well, in that case, thank you again, Rarity."

Seeing that he won't be able to change her mind, Charles followed the rest of his friends out.

The next day, at Carousel Boutique…

Fluttershy have tell Charles that Rarity wants him to come over and give her suggestions on improvements on his suit. He opened the door to see Rarity, hard at work behind a sewing machine (to his slight puzzlement) and with her mane noticeably disheveled. "You wanted to see me, Rarity?", he asked.

"Ah, yes, Charles!", the fashion designer greeted as she stopped the machine and crossed the room. "Your new new suit's ready! I revised it, and I know you're going to love it!"

"We'll see."

In a while, Charles was dressed up, looking spiffy. Although he didn't tell her that the suit is too tight.

"What do you think?", Rarity asked.

"What do I think? I love it." He said in his opinion trying not to whine in pain.

Unfortunately for him, Rarity sensed that pain. "Oh, you're just saying that."

"No, no, I do. It's great."

Rarity was not convinced. "Great."

"Great.", Charles repeated.

"If you don't like it, you should just tell me."

While he wasn't afraid of many things, Rarity was making Charles nervous right now with her impatience. "I do like it."

"Like it or love it?"

"Does it matter which?"

Rarity's answer was to continue advancing, and Charles backed up before the hat drop off his head before realizing Hey, what the hay am I doing? and stopped, bumping heads with the fashion designer and locking horns.

"Which is it?", she asked.

"Does it really matter?"

Rarity began to push harder. "Well, just tell me what you really think."

Charles did likewise. "I am satisfied with the suit you made for me."

Rarity pushed harder again. "Tell me the truth!"

Charles countered this as well and they both continued at this shove-of-war. "It is the truth!"

"Tell me!"

"I just told you!"

With mounting fervor, Rarity continued, "Tell me, tell me, tell me, tell me, tell me!" She then pushed with such force that Charles was sent flying to the wall behind him, which he was close to and thus not much was exerted.

The force left him a little dazed, and a bit surprised that without magical enhancements, Rarity was stronger than he was physically. "Oww…for the last time, I'm perfectly satisfied with the suit you have made for me. No changes are necessary!" Rarity just gave him an angry stare that was borderline murderous. Seeing that he would not be able to leave without an answer, he sighed in defeat and 'procured' the draft from his saddle bags. "…If you're so desperate for a change, here it is." He 'gave' the draft to Rarity, which she took. "That's all I'm gonna ask. I will not give anymore demands…except if you can add a false rose to the ensemble. Other than that, I want no other changes, capische?"

Later at the library Twilight and Charles where talking but. Just then, Rainbow Dash entered through the doorway, but this time Charles was ready and put up a barrier around himself, which she slammed into. "Rainbow Dash. When will you stop slamming into stuff?"

"Rarity's calling.", the pegasus answered, ignoring the stallion's question. "She wants us all at her boutique. She's done with the new dresses."

"Finally!", Twilight explained with excitement.

"Let's get this over with.", Charles sighed.

Back at Carousel Boutique…

"Okay. I did exactly what each of you asked for.", Rarity said as all of her friends were gathered at the ground-floor showroom. "Now don't hold back." The six 'customers' were lined up staring ahead incredulously at the new outfits—which Opal is now hissing at save for one. "Let me know what you really think." As the fussy cat swiped at the hem of one and then made a vomiting impression at another, the mares began to voice their opinions.

"Oh, my!" Twilight.

"It's perfect!" Fluttershy.

"It's cool!" Rainbow.

"Why, they're the best duds I ever did see." Applejack.

"It's exactly what I asked for!" The five.

As for Charles, while the suit is bigger, he couldn't stand what he saw from the others and ran over to the window to catch some air, recovering from the shock he got. If anything, Rainbow Dash's looks cool in a different way. Other than that, they all look ridiculous for a fashion show.

As he heard Rarity sigh in relief, he turned back—averting his gaze on his friends' dresses—to see his charge walk up to her. "Thank you, Rarity.", she said as Pinkie hopped over with a little gasp.

"Are you as happy with them as we are? Huh, huh, huh?"

As Pinkie backed off, the white unicorn gave her careful answer, "Well, I'm…happy that all of you are happy. I'm just relieved to finally be done." Rarity then turned to the lone stallion in the boutique, grinning. "Charles, what about you?"

The stallion—still keeping his gaze off of his friends' dresses—turned to face her and answered between deep breaths, "It's…perfect."

"You don't look like you think it is."

"Sorry. …It's…just…that…" He never got to finish as the front door opened, revealing Spike, who had just entered and was trying to catch his breath. It took him a moment to get enough air into his lungs to speak.

"You are never gonna believe this! You've heard of Hoity Toity?"

"The bigwig fashion hotshot in Canterlot?", Twilight asked.

"Uh-huh! He heard about your fashion show—well, maybe I happened to mention it to him."

Charles was somewhat amazed. Wow. I had no idea Spike knew how to contact him.

"He's coming here, all the way from Canterlot, to see your work, Rarity!"

Applejack's eyes popped at this. "Whoa, nelly! You could sell a ton of dresses to this guy! Your business will be boomin'!"

As the others began to voice their joy for Rarity, Charles turned to the dresses again, made as if to barf, then turned to the window once again to catch his breath.

"Hoity Toity?", Rarity said with unease. "He's coming here? To see these dresses?"

"Yep.", Spike agreed. "Get ready for all your dreams to come true.

The orange stallion who had to tolerate a lot of burdens over his time in Ponyville, but never something like this, turned to the harried fashion maven, whose eye began to twitch uncontrollably at this news. It's going to be such a disaster. I just know it.

Later that night…

Refusing to take part in the fashion show, Charles stood just outside Carousel Boutique. A runway had been set up, leading from the front door—which now had a set of elaborate curtains set up across it—to a small stage on the lawn. At first, only Bon Bon, Cloud Kicker, Minuette, and another pegasus pony were with him, but within seconds a lot of familiar faces gathered for the fashion show, followed by nearly every Ponyvillian, as well as a few outsiders who happened to be in town.

He could see Opal peek out from the curtain, followed by Rarity puts her head out as well. She had put away her glasses and measuring tape, but her mane was still very much out of order.

"Oh…" Rarity gave a sharp gasp. "There he is!"

Charles turned to where she was looking and saw a dark blue-gray earth pony stallion making his way through the crowd. He wore white jacket lapels edged in black and secured with gold studs, a dark magenta ascot, and mirrored sunglasses. His long mane and tail were striped white/light gray and carefully styled, the former tied in a loose ponytail that hung forward over one shoulder, and he had a folded paper fan as a cutie mark.

Hoity Toity's passage prompted hushed murmurings from the onlookers as he came to the edge of the stage. Clapping his front hooves, which were clad in white shirt cuffs secured with gold studs, brought another stallion up—to nose a cushion into place. Hoity sat down a bit too quickly, though, and the servant got most of his face squashed into the ground.

Charles turned to see a DJ's turntable, behind which an off-white unicorn mare could be seen, who bore a long unruly mane striped in light and electric blue and whose eyes were hidden behind violet shades. He recognized her and knew that her cutie mark was two beamed notes in black.

If it isn't Vinyl Scratch., He thought as he watched her levitate the needle (in a blue aura) to rest on one of the records and nod her head in time with the music's soft groove. From what he remembered, she is a famous disc jockey in Canterlot, popular among those who were not high-class snobs and even to a few who are. In fact, from what he heard —a real gossip girl—the DJ has an affair with a classical musician in spite of their clashing genres. And nopony has seen her eye color either.

His thoughts were interrupted by a spotlight in a cluster fixture above the runway snapping on, followed by the rest of them; the glare completely whiting out his vision for a moment.

"Since the beginning of time, the elite of Equestria have longed for pony fashions that truly express the essence of their very souls.", he heard Spike say in a dramatic way as his vision cleared.

Charles gave a mental groan as he glimpsed the spotlights rove here and there. Oh, being such a large ham. Spike sure knows his stuff.

"Patiently waiting decades—no, centuries—for the perfect pony gown. Today at long last, Equestria, your wait is over. Let's hear it…" The curtain went up to expose the silhouettes of five ponies, standing before a backdrop that depicted Rarity's eyes framed by a curly lock of her mane. The latter was shaped to resemble a capital letter R without the vertical stroke at the left. "…for the breathtaking designs of Ponyville's own…Rarity!" The lights then came up on Spike's last word to fully illuminate his five friends—the pegasi hovering above the other three.

It was everything Charles could do not to retch at the sight, although he seemed to be adapting to it. Now, it was just a mere eyesore.

For Twilight, she had a purple gown, decorated with the sun, moon, and constellations (technically accurate), covering everything except the head and tail. She had star earrings, a brooch, and tail clip, with a blue-green collar and bow on the tail, and a headdress consisting of stars on antennas.

For Pinkie, she had a green blouse, with a huge, pale yellow bow at her neckline and a ruffled, light blue skirt that resembled a ballerina's tutu. There were yellow bows on all four hooves, a cupcake-shaped hat, and a bunch of balloons tied to her tail.

For Applejack, she had a getup that resembled a pair of denim overalls in front and a garishly checkered horse blanket in the back, with patches and small saddlebags. She wore four yellow galoshes, a green bandana, and a bright red ten-gallon hat whose band displayed a green apple.

For Fluttershy, she had a voluminous, light green, flower-patterned cape with a darker green hem, a huge flower collar, green shoes, and a hat styled as a bird's nest complete with eggs and stand-up flowers.

Finally, for Rainbow, she had a gold-trimmed, lightning-bolt-topped helmet whose rainbow-striped crest was swept straight back from her head, and four winged gold sandals with rainbow leggings. She wore a red collar secured with gold clips to a small triangular saddle/blanket piece on her back that displayed a cloud and lightning bolt.

Their advance onto the runway was marked by a collective gasp and shocked murmurs from the audience. As the five models reached the center of the stage, which slowly began to rotate, Charles could see the onlookers reacting with varying degrees of revulsion.

Applejack was first to catch on to something being amiss. "Why's everypony lookin' at us like that?", she asked softly, though Charles was close enough to hear, actually just below them.

Twilight began to eye her own clothing with sudden concern. "Oh, dear."

Rainbow turned to the orange earth pony. "You think we overdid it?"

"Nah."

"Ya think?!", snarked Charles. Applejack immediately had second thoughts upon eying those four thick-soled galoshes—and the other four soon began to share her sentiments. "Okay. Maybe a little."

Charles turned to Hoity, who spoke in an accent the former identified as the "Long Island Lockjaw" as the music stopped. "Oh, those amateurish designs look like a piled-on mishmash of everything but the kitchen sink!" There was laughter from the crowd. there indeed was a kitchen sink with Rarity, who moved it away with a cringing expression as Opal sat near her. "It's a travesty, it's what it is. Those outfits are the ugliest things I've ever seen, oh, for shame! Who is responsible for subjecting our eyes to these horrors—not to mention wasting my valuable time?"

Spike jumped out onto the runway and beckoned toward the backstage area. "Come on out and take a bow, Rarity! You worked really hard for this." She emerges, head hung low, as he applauded. "Yes! All right! Woo-hoo! Go, Rarity!"

Immediately, Charles teleported close to him and whispered, "Spike! Do you even realize what Hoity just said?! You just subjected her to a huge amount of humiliation."

Spike turned to see his "beloved" as the spotlight followed her long, lonely procession down the runway and past the murmuring spectators. On the still-rotating stage, one face after another began to fall at the realization that this show had become a public train wreck.

Days later...

In the hallway outside the closed door of Rarity's upper-story room in the Carousel Boutique Rarity's six friends stood, the five models out of their dresses, much to the stallion's relief.

Pinkie Pie knocked on the door. "Rarity? You okay in there?" She then put her ear to it. "You haven't come out for days."

"I'm never coming out!", Rarity cried out from inside and Pinkie backed off. "I can't show my face in Ponyville ever again!" Twilight Sparkle and Rainbow Dash then approached the door as the designer continued to lament. "I used to be somepony. I used to be respected. I made dresses—beautiful, beautiful dresses. But now everypony is laughing at me. I'm nothing but a laughingstock!" This was followed by sobbing.

"You're not a laughingstock, Rarity.", Twilight assured.

"She kind of is!", Rainbow said to her.

"And whose fault was that?!", Charles scolded.

His charge shushed them both, then turned back to the door. "Come on out and talk to us."

Rarity was still sobbing as she replied, "Leave me alone! I vant to be alone! I want to wallow in…whatever it is that ponies are supposed to wallow in!" Charles smacked himself in the face at this. "Do ponies wallow in pity? Oh, listen to me! I don't even know what I'm supposed to wallow in!" She sobbed harder. "I'm so pathetic!"

Back outside, everypony else was at a loss. "If Rarity weren't our friend, I would've been having fun listening at this brand of melodrama.", Charles sighed as he stepped back.

"Now what do we do?", Twilight asked the others.

"Uh, panic?", Fluttershy suggested.

"That's your answer for everything!", Rainbow groaned.

"Well, we can't just leave Rarity like this.", Applejack said as she gestured to the door.

"She'll become a crazy cat lady!", Pinkie added.

"She only has one cat.", Twilight told her.

"Give her time…"

Twilight then decided to step forward and put an eye to the keyhole. She gave a "Hmmm…" of thought, then withdrew her face, only for Charles to follow her example. From what he could see, there were stripped equinequins, a rack of materials, Rarity crying on her bed while wearing a pink robe and bedroom slippers (with her mane a tangle of random curls), and what seemed to be a half-finished gown meant for her on its dummy, apparent from a sketch tacked to the bulletin board.

I think I know what Twilight's up to…

An undetermined amount of time later…

Rarity was standing resignedly before her mirror. "Exile. I guess technically I'd have to move away to live in exile. Where would I go? And what would I pack? Oh, it's going to take me forever to do all of that packing. What are you supposed to pack when you go into exile? Are you supposed to pack warm?" Her wallow in the pity pool was interrupted by a loud, frightened meow. "Huh? Opal?"

The meow repeated itself as she walked to the window and opened it for a better view. After a panicked look left and right, she turned to a nearby tree branch—and saw Opal there, shaking like a leaf and keeping a death grip on the wood. "Opal, how did you get up there? Hang on, you poor dear. Mama's coming!"

In an instant, she burst through the door, only to skid to a stop with a huge gasp. Rainbow Dash was up on the tree as well, sitting on a branch not far from the cat, who tossed a slightly vexed glance her way.

"Rainbow Dash? How dare you strand my poor Opal in a tree!"

"Well, how else were we gonna get you out here to show you this?" The pegasus pointed one way and the unicorn glanced there to see all her other friends back away to reveal the equinequin they were hiding.

The ensemble consisted of a full two-layer magenta skirt trimmed with jewels and light yellow sashes, a blouse of a lighter shade, a deep magenta collar with additional yellow trim, a cape trim, foreleg sleeve cuffs, and a gold tiara with jeweled earrings.

Rarity could only stammer at the sight. "What is it…it's not…you…" She then gave a lung-inflating gasp.

"We all finished your dress for you!", Pinkie explained.

"Thanks to Fluttershy's freaky knowledge of sewin'.", Applejack said.

"Though her know-how on design leaves much to be desired.", Charles added. "I mean, 'blanket stitch on a gala dress'? Half of the critique she gave out on you, which she had allowed me to look through, was complete nonsense." The others stared at him in puzzlement, which he noted. "I'm a guy for design, I have unnecessarily memorized a lot of terms concerning design, but didn't reveal it because and I don't really care too much about fashion and if I did my suit would've ended up just like those…disasters."

There was a moment of silence before they put this bit of trivia aside.

Fluttershy then spoke up with a blush. "Do you like it?"

Rarity was listless. "Like it…" She walked cautiously around to see the outfit from the back side. "Like it…", she repeated, with some life in her voice.

"Uh-oh. She doesn't like it."

"No, I don't like it." There were "Awww…"s from the girls and a groan from the only stallion in the group. "I love it!"

The girls cheered at this while Charles thought, Didn't see that coming.

"You ponies did an amazing job! It's exactly the way I imagined it!"

"We just followed your brilliant design.", Fluttershy said.

"Like we should've let you do for our outfits. Those first dresses you designed were perfect., confessed Twilight.

"We're so super-sorry.", said Pinkie as Rainbow flew down with Opal on her back.

"You worked really hard to make our dresses exactly the way we wanted them—and we all saw how well that turned out."

"And it was stupid of me to not point it out and solve the problem before it got to this level.", finished Charles.

Rarity moved close so Opal can jump to her, then addressed everypony. "Oh, I forgive you."

"Well, that's mighty big of you.", said Applejack.

Suddenly, Rarity went distraught, putting a hoof to her forehead. "But my whole career is still ruined!"

"Oh. Right. That."

Twilight turned her attention away from the tableau and to the corner of the building, where Hoity Toity was standing. "Maybe not."

"All right, I haven't got all day.", said the style expert.

Later, at the ground floor showroom…

As Opal batted the curled end of Hoity's ponytail like a ball of yarn, Rarity—now properly groomed and out of her robe—faced the style expert uncertainly, then gazed at some hastily-made bleachers.

There, a small audience was gathered, consisted of a select few Ponyvillians. They all observed the closed curtain in the middle of the room, a few expectantly, many uncertain given the last show.

"Take two!", Hoity said as he tossed his head back, startling Opal into leaving his mane alone. Rarity looked across the room, the signal for Spike to close the window drapes, shrouding the room in shadow.

[screen mode]

{Fade in to a close-up of Rarity, eyes closed and horn blazing, and zoom out. She takes a few steps forward, away from the curtain, and the screen fills with purple light around her. Hoity and the audience gasp softly at the sight; when the view clears, it has shifted to a night sky filled with flying stars. Several of these settle onto the hem of Twilight's first dress in close-up, with four light-blue shoes visible beneath it. Zoom out to frame all of her, turned mostly away from the camera; she rears up briefly, pivoting to face front and put herself in profile as fireworks burst behind her.}

{The background dissolves to the showroom and the opened curtain that surrounds Twilight.}

Hoity: (from off-screen) Hello… (Cut to him, lowering his sunglasses, exposing a pair of blue eyes behind the mirrored lenses) …oh, this can't be the same designer.

Charles: Oh, but it is.

{Hoity turns around to find the speaker, but is unable to pinpoint his location. The dress hem waves across the view, one of its stars flying loose and growing to flood the screen with white. Fade in to the brilliant sun in a clear blue sky and zoom out to frame it shining over Sweet Apple Acres. A pan across the laden trees brings one sparkling red apple into full focus; it is quickly lassoed, pulled loose, and whipped away. The other end of the rope is in Applejack's teeth, and she lets it go as the background becomes a light green checked pattern accented with red apples. After a quick rear-up, she crosses one foreleg over the other and smiles with narrowed eyes, showing off her original outfit. Her mane and tail have been braided.}

Hoity: (from off-screen, as curtain dissolves into view around her) Simply magnificent! (Cut to him.) And I suddenly have a fierce craving for some Dutch apple pie, candied apples on a stick, apple turnovers, apple cobbler…

Audience: Mmmm…

{A mass of clouds moves into view, blocking him out. Candies of all sorts begin to rain down, and candy corn kernels and lollipops settle onto the lace trim around the blue/white-striped vest of Pinkie's original dress. The pink bow drops neatly into place on her pillbox hat; in extreme close-up, she sticks out her tongue to catch a gumdrop and eats it blissfully. Zoom out to frame her, standing in a meadow amid confections that seem to have sprouted up from the grass. She wears pink, blue-bowed shoes on all four hooves. As she beams for the camera, the scenery dissolves to the open curtain. Back to Hoity.}

Hoity: Brilliant!

{An o.s. lightning strike nearly sends his shades flying off his head; cut to it—cycling quickly through the colors of the rainbow. When it lets up, a wisp of smoke floats into view and crosses the cloudless sky toward the sun; once it gets there, it and the heavenly body both vanish to leave the sky gray. Shafts of light in different hues pierce the gloom one by one and blend to form a rainbow, which resolves into the billowing, cloud-trimmed train of Rainbow's first-run outfit. She flies confidently along, her mane tied back in a loose bunch and longer than usual, and glides to a stop as the curtain dissolves into view around her. Cut to Hoity.}

Hoity: Oh, spectacular!

{He is caught off guard by the green tendrils that snake up from the bottom of the screen. The rest of the view fades away as these begin to sprout leaves and burst into bloom; the flower petals then fall away at once and become a shower through which butterflies flit here and there. One comes to rest by Fluttershy's ear and the flowers woven into her mane, becoming an earring, and the camera backs up to frame her standing demurely amid the flowers in her "Mark I" dress. She now wears green sandals on all four hooves, but only the front ones have vine-like straps. The curtain dissolves into view around her. Cut to Hoity.}

Hoity: (clapping, accompanied by the audience) Now this is a fashion show! Oh, these dresses are absolutely amazing! (looking around) Who is responsible? Step forward, show yourself!

{A blaze of light from o.s. forces him to shield his eyes. It is coming from Rarity's horn, and a zoom out reveals that she has donned her own dress, tied her mane as in her sketch, and taken a position alone before the closed curtain. Her horn throws spots of light on the walls and floor that dance like the reflections from a disco ball. These die down as the curtain opens to reveal the other five ponies—with the addition of Charles donning his suit—who hold their places as she steps proudly to the edge of the floor.}

Hoity: (from o.s.) Brava! Brava! (Cut to frame him, her, and Opal; he claps wildly.) Magnifico! Encore!

{At the bleachers, the audience follow suit, each of their faces displaying express delight and joy.}

Rarity: Oh, thank you! Thank you! Oh, thank you so much!

[end screen mode]

"But might I ask…", Hoity appended. "Why did this dashing mare not have an entrance like the rest?" His face seemed to contort a bit in wonder, perhaps on why a mare would wear something meant for a stallion's.

"I specifically asked Miss Rarity not to include me in the lineup.", Charles answered. "Plus, in spite of how I look and sound, I'm a stallion." He proceeded to 'take off' his hat and give a look.

This revelation caught the style expert a little off guard as his eye twitched for a bit behind the shades. There were a few knowing giggles from the audience.

After the show…

As usual, while the audience started to leave, Twilight started to dictate a letter to Spike, who wrote diligently as always.

"Dear Princess Celestia… This week, my very talented friend Rarity learned that if you try to please everypony, you oftentimes end up pleasing nopony, especially yourself. And I learned this. When somepony offers to do you a favor like making you a beautiful dress, you shouldn't be overly critical of something generously given to you. In other words, you shouldn't look a gift horse in the mouth."

This last sentence got Charles' thoughts in high gear as he thought of the implications. Wait! Slavery was legal here?! Oh wait. Was. Right. And it would be rude to stare down the throat of someone who's giving you a present anyway. He shook his head as his charge laughed to herself, then said to Spike, "Don't send that scroll just yet. Add a P.S.." He then dictated, "Don't interfere in an artist's creative process."

"May I send it now?", asked Spike.

"Yes you may." With that, Spike rolled up the scroll and hit it with his fire breath to send it on. The smoke drifted out the window and past Hoity, who crossed to Rarity, whose cat was nuzzling at her feet. "Rarity, my congratulations to you on a most impressive fashion debut.", he said. "Would you do me the great honor of allowing me to feature your couture in my Best of the Best Boutique in Canterlot?" Her eyes steadily widened as these words made their way from ear to brain, and she gasped ecstatically after the last of them. "Now, I'll need you to make a dozen of each dress for me by next Tuesday."

Rarity's joyful reverie went straight out the window when these words make the trip from ear to brain—seventy-two dresses that quickly? The only response she could muster up was a combination of a gasp, a twitchy eye, and the sort of unstrung giggle that might turn into a crying jag at any moment.

"I might have to advise against that large a demand, sir.", Charles put in as he approached Hoity.

"And whenever would that be the case?"

"Let me tell you how all this began…"

(1) I decided to have Charles don a ponified version of what 'The Mask' wears.

Next Chapter: Chapter 15: Feeling Pinkie Keen Estimated time remaining: 7 Hours, 57 Minutes