Twilight woke up from her nap and yawned loudly. That had been a good nap. Her eyes still closed, she felt Smarty Pants' soft touch on the side of her face. She hugged her tight and rolled onto her back, opening her eyes. The only thing she saw was a white face with dark-blue eyes, staring right at her. She yelped and sat up, seeing one of her best friends, Rarity, sitting in front of the rug, herself in a baby-blue onesie, similar to Twilight's, but in blue, and covered in gems.

"Rarity!", Twilight said, "Wh-why are you here?!"

"Rare-Rare!", Rarity said, her voice still sounding upper-classed, but babyish.

"What?!", Twilight said.

"My name Rare-Rare!", Rarity said again. At that point, Celestia had walked into the chamber, smiling as she saw her student awake.

"Good", she said, "You're awake".

"Princess C... Mommy!", Twilight yelled in fear, remembering what she had to call her, "Why is Rarity here?!"

"I invited her", Celestia said, "I figured you were getting lonely, so I invited one of your best friends".

"I was fine!", Twilight said, "And now she knows my secret! She knows about my foal fetish!"

"Well, maybe not", Celestia said.

"What d-", Twilight said, getting annoyed at Celestia, "She's looking right at me while I'm dressed as a foal!"

"Well, why don't you look at her?", Celestia said. Twilight rolled her eyes and looked at Rarity, who was suckling her hoof in boredom. Twilight then raised her eyebrow.

"Wh-why is she...?", Twilight asked, "What's going on?" Celestia smiled.

"I figured you would want a playmate to make your foal fetish better", Celestia said, "So, I decided to get your friends to play with you. I started with Rarity and made a deal with her to regress her and allow her to play with you". Twilight looked back at Celestia.

"So... she thinks she's a baby?", she asked.

"Yes", Celestia said, "I regressed her mind to the mind of a foal. She completely thinks she's a baby, and won't remember any of this, I promise". Twilight smiled a little.

"Oh, OK", she said.

"Now, why don't you go say hi to your friend?", Celestia said. Twilight looked at the mentally-regressed mare, feeling a little awkward Rarity pulled her saliva-soaked hoof out of her mouth and put it on the floor.

"Uh... hi Rarity", Twilight said. Rarity's bottom lip started to quiver, and Twilight could hear a small whimper come from her. "What's wrong with her?"

"You have to call her 'Rare-Rare'", Celestia said, "It hurts her feelings if you don't".

"Oh...", Twilight said, "Uh... hi... Rare-Rare". Rarity smiled and hugged Twilight very tight.

"Me love Twily!", she squealed in excitement, kissing her cheek. Twilight almost had to push Rarity off of her. The regressed mare giggled at Twilight and went back to suckling her hoof.

"Alright", Celestia said, "Would my little fillies like to play with their toys?"

"Me wanna play!", Rarity yelled, her hoof still in her mouth. Twilight just shrugged as Celestia put the toys in front of the mares.

"Play nice, you two", she said, "I have some paperwork to complete". Twilight nodded and played with the toys, as did Rarity. After a while, Rarity spotted Smarty Pants laying next to Twilight. She smiled and picked her up, cuddling her tight.

"Me like Smarty Pants", she said, petting Smarty Pants' mane. Twilight saw Smarty Pants being strangled in Rarity's hooves and gasped. Ever since Smarty Pants was stolen from her, Twilight didn't let anyone else touch her.

"Gimme her!", Twilight yelled, trying to pull Smarty Pants out of Rarity's hooves. Rarity may have been a lady, but she was strong, and it was a game of tug-of-war between the two.

"Twily!", Rarity whined, "Me wanna play with Smarty Pants!"

"No!", Twilight yelled, "She's mine!" Twilight finally pulled the doll out of Rarity's hooves and held her tight away from Rarity. Tears came to Rarity's eyes and she started crying loudly, alerting Celestia.

"What's going on?", she asked, walking over to the mares.

"Twily won't let me play with Smarty Pants!", Rarity whined, reaching for Smarty Pants.

"Rare-Rare", Celestia said, "Smarty Pants belongs to Twilight. Only she can decide who gets to play with her". Rarity began to cry again. Celestia only smiled and pulled out her secret plush she hid behind her pillow. "But, you can play with my friend, Sunny Dreams". Rarity looked at Sunny Dreams. The shininess of the plush was beautiful to Rarity's eyes.

"Thank you, Mommy", she said, taking the plush into her hooves. Celestia smiled and went back to her paperwork. Even though she did like playing with Sunny Dreams, she still wanted to play with Smarty Pants.

"Twily?", Rarity asked.

"What, Rarit- Rare-Rare?", Twilight said.

"Me play with Smarty Pants? Please?", Rarity asked, giving puppy-dog eyes. Twilight wanted to say no, but she didn't want to make her best friend cry again. Plus, Rarity was sitting next to her, so it wasn't like she was trying to steal her.

"OK", she said, holding Smarty Pants out to Rarity, "But please be careful with her". Rarity smiled.

"I be careful", Rarity said, "Smarty Pants Twily's friend. Me no hurt Twily's friend". Rarity took the doll and started playing with it as Twilight played with Sunny Dreams. But then, Twilight got an idea and smiled.

"Hey, Smarty Pants", Twilight said, moving the doll up and down to make it look like it was talking. "My name's Sunny Dreams". Rarity giggled and decided to do it too.

"My name Smarty Pants!", she said, "I like Twily and study and candy!"

"Me too", Sunny Dreams said, "Candy is the best food ever! What's your favorite?"

"Me like lollipop!", Smarty Pants said.

"Me like chocolate", Sunny Dreams said, "Even the ones with peanuts". Both mares giggled. After a while of playing, both Rarity's and Twilight's stomachs rumbled.

"Hungry!", Rarity yelled, rubbing her stomach.

"I could eat", Twilight calmly said. Celestia smiled, having just finished the last of her paperwork.

"Well, lunch is to be served in ten minutes", Celestia said, "Follow me, little babies". Twilight smiled and walked over to Celestia, as Rarity just stared. "Are you coming, Rare-Rare?"

"Pee-pee!", Rarity said, a small hissing noise easily heard. Celestia giggled.

"Seems she's wetting her diaper", she said, "Twily, I'm going to change her wet diaper. You and Smarty Pants go wash up and sit down". Twilight nodded and walked into the bathroom with Smarty Pants.

After Twilight and Smarty Pants finished washing up and Rarity got changed into a dry diaper, the three mares all went down to the dining room. Twilight sat down, Rarity sat down next to her, and Smarty Pants sat on the table. Celestia sat down across from the two mares and placed her napkin in her lap. Once everyone was settled, the chefs brought out the food, filled their drinks, and left. Everyone had gotten a 6" daffodil and daisy sandwich, along with a side of hay-fries, and Twilight was glad she could feed herself for this one.

"Alright", Celestia said, "Everyone be at their best behavior at the table, or there will be consequences, understand?"

"Yes, Ma'am", Twilight said. Rarity didn't care as she began eating her sandwich very fast. Both Celestia and Twilight giggled as they ate their own sandwiches.

"Uh, Twily?", Smarty Pants said. Twilight smiled and grabbed the doll.

"Yes, Smarty Pants?", Twilight whispered to the doll.

"I don't like this", Smarty Pants said, "I liked when it was just you and me playing together, and when only you were the baby".

"Smarty Pants...", Twilight said, "I did too, but if we want Princess Celestia to stay as the mommy, we have to play with our friends too".

"I know, but it's not the same", Smarty Pants said, "And Rarity was hugging me too hard. She could have split me in half if she wanted to".

"But I made sure she didn't", Twilight said, "Now, if you let me do this, I'll make it up to you, I promise". Smarty Pants smiled and grabbed a hay fry from Twilight's plate, chewing it with a loud noise. "Hey, that was mine!"

"Do you want it back?", Smarty Pants said, opening her mouth and sticking out her tongue, showing Twilight the chewed hay fry. Twilight giggled.

"No thank you", Twilight said, "You can have it". Smarty Pants smiled and swallowed the hay fry, wiping the grease from her mouth. Soon, everyone finished their lunch and Celestia had the maids collect the plates and silverware.

"It seems everypony was good at the table", she said, "In that case, who wants dessert?"

"Me me me!", Rarity chanted, raising her hoof high. Celestia giggled again and had the chefs bring out some chocolate cake for herself and some banana pudding for the "foals". Rarity ate her's like a dog, her face buried in it. Twilight giggled. Seeing Rarity act like that was so funny to her, considering she would never see her do that with her adult mind.

After finishing their dessert, the three mares went back upstairs, Smarty Pants riding on Twilight's back. Once they got into Celestia's bedchamber, Twilight and Rarity went back to playing with their toys. With her paperwork finished and no court to attend, Celestia played too. Twilight smiled, liking the presence of her mentally-regressed friend. Acting like a foal was fun, but sharing her fetish with her friend was better. She enjoyed playing, until a nasty smell assaulted her muzzle.

"Poopy!", Rarity said, "I make poopy!" Twilight looked at the back of Rarity's onesie, seeing it puffy and bulged. Twilight giggled again, knowing this definitely wasn't something she would see Rarity do.

"Oh my", Celestia said, "I think somepony needs a change". Celestia picked up the regressed mare and laid her on the bed to change her diaper.

"Mommy?", Twilight said, having just finished messing her own diaper, "I make poopy too". Celestia smiled and laid Twilight on the bed also. After changing the two, she looked at them again.

"OK, my little fillies", she said, "Bath time".

"Bath time?", Twilight asked.

"Yes", Celestia said, "Let's get you two cleaned up". Celestia carried Twilight and Rarity into the bathroom and ran the water in the tub, pouring in some bubble bath to make the water bubbly. While the tub ran, she undressed the mares and set them in the tub.

"Me like bath!", Rarity said, splashing the water right in Twilight's face out of happiness, "Oops, sorry Twily".

"It's OK, Rare-Rare", Twilight said, returning the favor of splashing the water in Rarity's face, making the regressed mare giggle.

"Fun!", she said.

"Alright, no splashing, please", Celestia said, "I don't want to have to clean up too much".

Both mares nodded as Celestia grabbed her golden pouf and soaped it up. Starting with Twilight, she lightly scrubbed her mane, Twilight keeping her eyes closed to avoid getting soap in them. Then, Celestia moved on to her neck and belly. Twilight turned her back toward Celestia and allowed her to clean her wings and her tail. After cleaning her private area, Celestia then moved on to Rarity, cleaning her the same way. Rarity began to giggle and squirm as it tickled her a bit.

"Hold still, Rare-Rare", Celestia said, "I'm almost finished". After cleaning Rarity, she drained the tub and dried the mares off, putting them back in their diapers and onesies. Then, she carried them back into her bedchamber and sat them on the rug.

"Mommy", Rarity said, "Me sleepy".

"Me too", Twilight said. Celestia smiled.

"Well let's get you two in bed, shall we?", she said. She went into her closet and pulled out a small crib she built for Twilight's fetish and laid the two mare down, tucking them in with the blanket. After that, she reached behind her pillow and grabbed two foal bottles, full of warm milk for the mares to help them sleep.

"Good night, my little angels", she said.

"Ny-ny, Mommy", Rarity said, suckling her bottle.

"Night, Mommy", Twilight said, hugging Smarty Pants tight. Celestia turned her light off and laid down on her rug, catching her own Z's.

~~~~~~~~~~

Rarity yawned lightly and sat up, taking the sleepy-time blinder off of her eyes and rubbing them. She looked around and saw that she was in her own room, in her own bed, wrapped in her own robe. She then saw something on her dresser next to her, along with a note from Celestia. Rarity grabbed the note and read it softly to herself.

"Dear, Rarity", she said, "Thank you for allowing me to regress you and play with Twilight Sparkle. Honoring my part of the deal, I have given you a year's supply of Canterlot's most expensive fabrics which I have placed in your closet". Rarity stood up and walked over to her closet, seeing several colored, and shiny fabrics that all cost a fortune. She squealed with joy, thinking about all the money she could make and how pleased Sapphire Shores would be after buying one her her new dresses.

"Remember", Rarity continued to read, "You know about Twilight's foal fetish now, but you must keep it to yourself. Do not tell anypony else, period. If you should ignore my orders and speak to another soul, the fabrics I have given you will vanish and you will have no reward. Your Princess, Celestia".

"You have my promise, Princess", Rarity said to herself, "I will keep it to myself". She grabbed a roll of fabrics and placed it on her ironing board, as she heard her front door open.

"Ms. Rarity?", Sapphire Shores' voice called out, "I'm here, just like you requested". Rarity squealed again and quickly ran downstairs.

Author's Note

Rarity's chapter has been completed. (I know it's a bit shorter than the previous one, but that's because it didn't contain Twilight's foal fetish explanation. Trust me, they will get better).

Anyway, there are four characters left before background ponies can be selected. And after the last member of the Mane Six has been selected, Spike will go after it, since he technically is a main character in the show.

Remaining: Applejack, Rainbow Dash, Fluttershy, and Pinkie Pie. Start voting now!