The sun shone through the windows of Carousel Boutique as it reached the half way point on its trip across the sky. The main foyer, usually alive with activity by this time of day, had fallen oddly silent as the owner regarded the drawing board in front of her with a mixture of confusion and skepticism. The only other soul in the room stood behind her, pencil in hand, hoping that her crude scrawling would be enough to get the point across without having to resort to visual aid.

"So, one more time, darling, what is the purpose of this garment?" Rarity asked.

"Again, to lift and restrain," Rebecca replied, motioning upward with her hands.

"And you say you need this because?"

"Because, my job is hard enough without having to worry about popping out of my top every time I raise a hammer," Rebecca said, exasperated.

"You know, you could always just do without the shirt, dear."

"Like I told the last ten ponies, not going to happen," replied Rebecca, as her cheeks reddened.

"But, Rebecca..."

"Look, Rarity, its been a long week and I don't feel like having this conversation again. Now, can you make one, or not?" Rebecca asked, folding her arms.

"Of coarse I can make one, there's no need to get snippy," Rarity replied. "Just let me get a few measurements."

Rebecca's cheeks flushed brighter, "Measurements? I thought you already had those?" she asked, nervously.

"Well, I have your basic measurements, but if this thing is supposed to be as form-fitting as you say, then I'm going to need some that are a bit more precise," Rarity explained, levitating a measuring tape over from her main fitting pedestal. "Now, if you would kindly remove your shirt, we'll get started."

"You want to do it right here? Do boutiques in this world not have dressing rooms?" Rebecca asked, looking around the room.

"Of course they do, dear, but my shop is closed today, and this will only take a moment," said Rarity, encouragingly.

"Yeah, a moment in which someone could walk in and see my knockers hanging out," Rebecca retorted.

"Rebecca, dear, I assure you, nopony is going to care if they see your... knockers," said Rarity, forcing out the last word with a grimace. "Honestly, I don't see why this is so embarrassing for you, Lero poses shirtless all the time."

"Yeah, well, Lero doesn’t have these hanging off the front of him." Rebecca jabbed a thumb at her chest.

"Fine, fine, if it means that much to you, we'll go into one of the dressing booths," Rarity finally relented.

"Thank you," Rebecca replied, as calmly as she could.

Once in the dressing room, Rebecca turned to Rarity, "So, what exactly do you need to measure here?" she asked.

"I just need to get the circumference of your lower chest, across your teats, and over your shoulders; it shouldn't take but a moment." Rarity pulled the measuring tape tight as she looked up at Rebecca.

Sighing, Rebecca began slowly pulling her shirt up and over her head, and tossing it to the side as she waited for Rarity to begin. Rarity, however, seemed to just be standing there eyes, wide. "Ahem!"

"Huh? Oh, sorry, darling, my mind was elsewhere," said Rarity, doing her best to regain her composure. Okay, perhaps they could use a little restraining. "Now, if you'll just hold your arms out, this will only take a moment." Rarity smiled as she levitated a pencil and notepad up from seemingly nowhere.

Letting out one last sigh of embarrassment, Rebecca did as she was instructed. "Just make this quick, I still haven't gotten over Gah!" As the measuring tape made its way around her, Rebecca could feel her skin crawl along with it. It was as if a snake was slithering around her, and as her eyes and fists clenched shut it was all she could do not to bat the thing away. Fortunately, Rarity was true to her word and done almost as fast as she had started; leaving Rebecca panting in a cold sweat.

"Are you alright, darling?" Rarity asked, concern in her eyes.

"Fine," Rebecca replied, curtly as she retrieved her shirt, before turning around to put it back on.

"I'm sorry, dear, I forgot you're not quite over the whole touching thing."

"It's not your problem," Rebecca replied, still not turning around. "So, did you get what you needed?"

Realizing that she had been cut off, Rarity held her note pad up to check the information she had gotten. "Yes, I believe I have everything I need... Oh, just one more thing; what exactly are these typically made out of?"

"Cotton, mostly," Rebecca replied, turning back around.

"And, how many did you want made?"

Thinking it over for a moment, Rebecca responded, "How much would ten cost?"

"Well, that depends on how hard they turn out to be to make, but off the top of my head, I'd say somewhere around sixty bits."

"Alright, let's go with that," Rebecca replied, as she reached for the small pouch secured to her belt.

"Oh, Rebecca, you don't have to pay for them now; I don't even know if that's going to be the final price yet. Once I get the first one made, I'll call you over and we'll make sure it works properly before we settle on a price tag," said Rarity, as she and Rebecca walked out of the dressing room. No sooner had they exited then they were greeted by the sound of the doorbell jingling; both turned to see a familiar yellow pegasus standing in the doorway.

"Ha! See, she just walked in like she owned the place." Rebecca pointed a finger triumphantly at a very surprised looking Fluttershy.

"Oh, I'm sorry, am I intruding?" Fluttershy asked, shrinking back from the outstretched appendage.

"Not at all, Fluttershy, in fact you're just in time to prove my point," said Rebecca, leveling a knowing look at Rarity.

"Oh, honestly, Rebecca, it's not as if she just barged in. Didn't you hear her knock?" Rarity retorted.

"I didn't hear anything," said Rebecca, confused.

"I'm sorry, did I not do it loud enough again?" Fluttershy asked.

"Of course you did, darling, she just hasn't known you long enough to be able to notice it yet," Rarity assured, as she motioned to a still befuddled Rebecca. "Now then, Fluttershy, was there something I could help you with?"

"Oh, I was just stopping by to see if you were ready to head over to the spa." As she spoke, Fluttershy visibly perked up.

"My goodness, is it that time already?" Rarity asked, looking at the nearby clock. "Oh, so it is. Rebecca, dear, I'm afraid it's time for me to step out, Fluttershy and I have a spa appointment to get to." As she spoke, Rarity's eyes lit up the way they always did when inspiration struck, "Wait a moment, would you like to join us?"

"Uh, me?" Rebecca asked, raising an eyebrow.

"Of course you," Rarity replied. "You said its been a long week, so why not come along and relax a bit?"

"Well, thanks, but I wouldn't want to be a third wheel."

"Oh, it wouldn't be any bother, right, Fluttershy?" Rarity asked.

"Why, not at all." Fluttershy turned to smile at Rebecca. "It's not like we never run into friends there, and there's nothing more relaxing than a nice soak in the hot tub," she said, dreamily remembering her favorite part of the spa.

Rebecca thought for a moment. The offer did sound tempting after the week she had been through, however reality quickly creped back into her mind. "Thanks, girls, but I actually have some other things I have to get done today. I mean, I still have to hit the market after I'm done here."

"Well, that's all the more reason for you to come with us, dear," Rarity practically squealed.

Taken back for a moment, Rebecca let out a sigh, "Okay, Rarity, explain that one to me."

"Tell me something," Rarity began, in a much more serious tone, "Have you actually been to the Ponyville market yet?"

"This was actually going to be my first time," Rebecca answered.

"And, I don't suppose Twilight has taught you the finer points of small town trade?" Rarity asked, taking a small step toward Rebecca.

To her surprise, Rebecca found herself stepping back from the little pony, as thoughts of her days in the hospital came rushing back to her, as well as memories of Twilight's lectures; or at least parts of them. In all honesty, thanks to the bed she had been laying in, as well as Twilight's soothing voice, Rebecca had ended up nodding off on more than one occasion. "I think I got the gist of it," Rebecca offered weakly, as she reached up to scratch the back of her head; a gesture which Rarity knew, thanks to Lero, indicated nervousness.

Rolling her eyes before taking another step forward, Rarity turned a suddenly stern gaze on Rebecca. "Well, trust me, darling, the gist of it is not going to help you when you run into an experienced haggler; poor Lero found that out the hard way. You should have seen the looks on Twilight and Rainbow Dash's faces when they found out that he had spent almost a hundred bits on two small bags of groceries; apparently somepony had told him that honeydews were endangered in Equestria."

As Rarity finished her small rant, the faint sound of a throat being cleared caught both her and Rebecca's attention. Stepping forward, Fluttershy spoke up, "Um, Rebecca, if you don't mind, it probably is best if you have somepony go with you. I remember the first time my mother took me to market..." Fluttershy trailed off as images of flared wings and flattened ears filled her mind, as well as offers and counter-offers being slung back and forth with the kind of animosity that could only be matched by that of a mother grizzly defending her cubs. In the end, after a two hour confrontation, her mother had triumphed over her arch-rival, Mr. Zucchini, and walked away with a bundle of his namesake veggies for four bits instead of five. "It was horrible," Fluttershy said, with a shiver.

Glancing between the ponies in front of her, Rebecca put her hands up defensively, "Alright, alright, you win. I'll go to the spa with you two, but only for a little while," said Rebecca, determined not to completely loose the argument.

"Wonderful, darling. Now lets not keep Aloe and Lotus waiting," cheered Rarity, as she turned and exited the boutique.

"Oh, that would be a tragedy," Rebecca sighed to herself.

"I'm sorry, did you say something?" asked Fluttershy, as she to turned to leave.

"Nothing, just thinking out loud," replied Rebecca, following the two ponies out.

****

As Rarity and Fluttershy entered the spa the scent of beauty products greeted them almost as fast as the pony behind the counter. Looking up from her magazine, Lotus' eyes lit up as she greeted, "Ah, Ms. Rarity, Ms. Fluttershy, will the two of you be having the usual today?"

"Why yes, thank you," replied Rarity. "Although, this time it's actually going to be three."

"Three?" Lotus asked, just as a third figure entered.

"Well, that depends on what 'the usual' is," said Rebecca, with a distinct lack of enthusiasm.

"Sister, she's back!" Lotus suddenly shouted.

"Here we go," groaned Rebecca.

The sound of stampeding hooves filled the room as Aloe and several other spa workers appeared at the nearby door. "Oh, Ms. Rebecca, have you reconsidered our offer," Aloe asked, breathlessly.

"Sorry, Aloe," Rebecca replied.

"Aw," came the unanimous reply of the spa staff.

"Sorry, everypony, false alarm," Aloe apologized. With heads hung low the rest of the workers returned to their stations I the spa. "Now then, if you're not here for our offer, then what pray tell brings you by, Ms. Rebecca?" she asked.

"Why, Fluttershy and I invited her along for a chance to unwind," Rarity answered.

"Really?," asked Lotus.

"Why, this is perfect," squealed Aloe.

"What better way to show you the many things our spa offers," Lotus began.

"Then to give you a sample of each one!" Aloe finished.

"Well, we were just about to get our usual order," Rarity chimed in.

"Why, that's just what we were about to suggest," said Aloe.

"Yeah, about that, what exactly dose the usual involve?" asked Rebecca, trying to get back to her original question.

"Oh, of course, how silly of us." Lotus pulled out a small pamphlet from behind the desk and handed it to Rebecca, before joining her sister on the other side. "Our spa offers a wide selection of activities, all designed to relieve stress and pent up tension; leaving you relaxed, refreshed, and raring to go. For example we offer some of the best rubdowns in Equestria."

"Well, I'm afraid I'll have to pass on that," said Rebecca. "Still haven't gotten over the whole touching thing."

"Of course, sorry about that. Well, we also offer wonderful hooficures," Lotus offered, hopefully.

"Again, pass," Rebecca replied.

"We also offer facials."

"Pass."

"Seaweed wraps?"

"Pass"

"Mane dyes?"

"Pass."

"Well, will you at least try the hot tub?," Lotus asked, her previously glowing smile replaced by pleading eyes and quivering lip.

"Okay, that doesn’t sound half bad," Rebecca replied, turning to Rarity and Fluttershy. "Why don't you two do your thing, and I'll meet you in the tub?"

"Oh, are you sure?" Fluttershy asked.

"Yeah, Just because I can't enjoy it, doesn’t mean you two shouldn't have your fun," answered Rebecca.

"Well, if you're sure," said Rarity, before throwing her head back, "The usual, please." Aloe and Lotus's mood quickly brightened at the familiar words of their best customer, and the three guests were quickly led into the spa proper.

****

A contented sigh escaped Rebecca as the warm water enveloped her. Sitting down on the small ledge that protruded from the side of the tub, about half way down, she let her head rest on the padded edge. "Would you like any oils or minerals added to the water?" Lotus asked, from the stairs that half-circled the giant tub.

"Oils or minerals?" Rebecca asked, as she moved an arm to cover her chest.

"Oh, yes, we offer a wide variety of combinations to sooth and revitalize a tired body. Here, have a look" Lotus quickly pulled a small card from her mane and held it down for Rebecca to see.

Taking a moment to look over the various combos, and what they did, Rebecca finally pointed at one. "Alright let me try that one."

"Excellent choice," Lotus said with a smile, as she trotted down the stairs, only to return a moment later with several jars of what looked like colored sand. As she emptied the jars into the water, the effect was almost immediate. A slight tingling began to wash over Rebecca, almost as if the water was fizzing around her. The odd feeling crept down her entire body, from chin to toe, lingering particularly strongly upon her legs. "There you are," said Lotus, placing the last jar into a nearby cupboard. "Now you just sit back and relax while I help my sister attend to your friends."

Rebecca watched as Lotus trotted off and ducked behind a curtained off area of the spa, where the pleased groans of two ponies being pampered could be heard. Those curtains had proven a life saver when she had found out that the spa proper was contained in a single large room, and that she had completely forgotten that she didn't have a bathing suit. Fortunately, she had managed to find a towel big enough to wrap around herself in one of the small changing rooms that were tucked away behind the hot tub, and was now crumpled into a makeshift pillow under her head.

As she lay there, Rebecca couldn't help but dwell on Lotus' last word; friends. As much as she might wish otherwise, she still wasn't sure she could call any of the ponies her friend. Sure they were nice enough, and they were obviously trying very hard to make her feel welcome, but between her stay in the hospital and her new job she hadn't really learned anything about them beyond what Lero and Twilight had told her.

"Um, do you mind-"

"Aagh!" Rebecca bolted upright so fast that she lost her seat in the tub and wound up under water. As she stood up, sputtering water, she turned to see were the voice had come from. Cringing at the top of the stairs was a very startled Fluttershy. "Geez, don't sneak up on me like that," Rebecca griped as she continued to cough up water.

"I'm sorry, I didn't think I was sneaking," Fluttershy stammered.

"Oh please, Fluttershy, ninjas make more noise than you..." Before she could finish, Rebecca suddenly noticed the crumpled up towel where her head had lay. Her cheeks flushed red as she realized that, when standing up, the water in the tub was about hip deep to her. "Gaah!" Rebecca dropped back into the water so fast that the splash was big enough to catch Fluttershy. Covering herself with her arms, she quickly made her way to the side of the tub and retrieved her towel. Once she had it securely wrapped around herself, she once again turned to regard her visitor. "Was their something you needed, Fluttershy?"

"Um, I was just wondering if you would mind if I joined you?" Fluttershy asked. "But, I come back later if you want."

"No, Fluttershy, it's fine if you get in. Besides, it's a public bath, you don't need my permission," Rebecca explained.

"Well, yes, but I would hate to interrupt anything private," said Fulttershy, taking a tentative step forward.

"It wasn't anything private, I was just thinking," explained Rebecca, as she sat back down on the opposite side of the tub, her towel still wrapped around her.

"Oh, what about? Um, if you don't mind me asking," said Fluttershy, as she took a cautious step into the tub.

"Don't worry about it, it's not your problem," replied Rebecca.

"Oh, okay," Fluttershy responded, as she did her best to hide behind her mane.

As the minutes passed in silence, Fluttershy found herself wondering if she should say something. Usually, when it got quiet, one of her friends was there to fill the silence, however Rebecca seemed content to simply lay there with her eyes closed. While Fluttershy hated to pry, Twilight had asked all of them to try and be friends with her, and she certainly wasn't making much progress just sitting there. Come on, Fluttershy, you can do this. You just need to find something to talk to her about. Maybe the weather... No, that's boring. Maybe she's found a special somepony... No, that's too personal. Maybe we could discuss the similarities and differences between mares of different genotypes... No, that's even more personal!

"Fluttershy, are you alright? You look like you're starting to sweat."

"What was the offer!?" Fluttershy blurted out, in surprise.

"Excuse me?" asked Rebecca, eyes wide at the sudden outburst.

Fluttershy gulped audibly as she realized what she had just said. "Oh, um, it's just that, earlier, Aloe mentioned an offer. I-I was just wondering what she meant."

"Oh, that. She was talking about the job they offered me," answered Rebecca, as she relaxed back into her seat.

Fluttershy's eyes lit up. "Oh, they offered you a job at the spa?"

"Yes they did; three times, actually, seems they could really use a full time masseur around here," replied Rebecca.

"Why didn't you take it? I bet you would be really good at... Oh, I'm sorry, I guess it would be a difficult job for somepony with haphephobia." Fluttershy did her best to look at the water as she realized the obvious.

"Wow, you're the first one, besides Twilight, who didn't just call it the touching thing," Rebecca pointed out, bringing a small blush and smile to Fluttershy's face. "You know, as quiet as you are, I never would have pegged you as the wordy type." As Rebecca watched, Fluttershy's smile quickly began to fade, "Uh, not that there's anything wrong with that," she began, as she realized her mistake, "It just caught me off guard."

To Rebecca's surprise, the attempt seemed to work, and Fluttershy's mood quickly brightened. "Well, I do remember some of the things I learned during my studies," Fluttershy offered.

"Studies? Wait you mean like college? Wait, do they even have college here? Because, the only thing I've seen in town is that little school house up on the hill and, well no offense, but it doesn’t really look like the kind of place you would go to for higher learning."

Fluttershy couldn't help but giggle at Rebecca's observation. "Well, no it's not the place you go to for higher learning. You see, here in Equestria the public school system only goes up to a certain point; I think Lero said 'it caps out at about the sixth grade' the last time we talked about it. At any rate, by that point most ponies have earned their cutie marks and begin looking to apprentice themselves to an older pony with a similar talent so that they can start learning the ins and outs of how to make a living doing what they do best."

"Cutie mark? Wait, you mean those marks on your hips?" Rebecca asked.

"That's them," Fluttershy answered with a smile.

"Well, what if a pony doesn’t get one by the time they finish school, or they get one about something complex, like medicine?"

"Well, if a pony wants to continue their education, after their basic schooling is done, they usually have to look into applying for enrollment in a university, or hire a private tutor."

"Which did you go with?" Rebecca asked.

"Oh, well, once I learned that my special talent was being good with animals, I decided to study at a zoological academy."

"That must have been interesting," said Rebecca, as she began moving around the tub to a proper conversation distance.

"Oh, not really," Fluttershy replied, seeming to withdraw a bit as Rebecca drew closer.

"Come on, Fluttershy, you can't tell me that you went to a place called an academy and didn't pick up anything noteworthy." As she spoke, Rebecca closed the distance between them until they were seated next to each other.

Once again trying to hide behind her mane, Fluttershy said, "Really, it was just a few courses in advanced evolutionary theorem, behaviorism, and a touch of exobiology," she offered, before noticing Rebecca's blank stare, and coming out from behind her mane. "Um, you don't know what any of those are, do you?"

"Not a clue," Rebecca admitted. "But it's still interesting that you know about all that stuff. Just how far did you get in your studies anyway?" she asked with a smile.

"Um, a doctorate... or two," Fluttershy offered, looking at the water again.

Rebecca was silent for a moment before speaking. "Two doctorates? You have two doctorates?" she asked, in utter disbelief.

"I'm sorry, did I say you were interesting? Because that is freaking amazing," Rebecca said with a smile, still not quite able to believe it. "I mean just how old are you, anyway?"

Before Fluttershy could answer, a second voice cut in, "Tut, tut, darling, a lady never tells."

Turning to regard the newcomer, Rebecca and Fluttershy found Rarity making her way toward the hot tub. "Oh, Rarity, did you finish your horn filing?" Fluttershy asked.

"I certainly did, and now I'm ready for a nice relaxing soak," Rarity replied, as she made her way up the stairs and into the water on the other side of Rebecca. "And you'll never guess who showed up to join us, darling."

As Rarity spoke, a group of familiar figures came around one of the many blinds that served to separate the various sections of the spa. Rebecca noticed all of them; Twilight Sparkle, Rainbow Dash, Applejack, and Pinkie Pie all came into view. However, it was the last member of the group that really caught her attention. From around the blind came a rather nervous looking, towel-clad Lero; who quickly made eye contact with her.

As Rarity watched, Lero jumped back behind the blind so fast that she almost didn't see it. Before she, or anypony else, could inquire about it though, a sudden splash of water hit her in the side of the face. Turning to her right, she found that Rebecca had apparently submerged completely in the tub with her arms folded, and seemed to be showing no signs of coming back up. Rarity sighed, "Well, this ought to be entertaining."

Author's Note

Well, here we are, one last chapter for 2014. Thanks again to Lanners for prereading. By the way, if this chapter seems to end a little abruptly that's because I really wanted to get it out by the end of the year, and it was shaping up to be a lot longer than I thought it would be, so it kind of got cut in half. Whether that was a good idea or not, I guess i'll find out when people start reading it. Hopefully the next chapter won't take as long to hammer out.