Rarity's Makeover

by Something Something Poni

Rating: teen
Tags: Rarity, Twilight Sparkle, Dark, Human, Original Character, My Little Pony: Friendship is Magic, Spike
Length: 3931

A man stuck in Equestria, needs Rarity's help.

An unlucky man is stuck in Equestria. He needs some new clothes, and what better place to go than Rarity's boutique? She wants a favor in return, though...

Contains: transformation, nudity and genderswap

Published 2015-09-28 14:10:03 UTC
Last updated 2015-09-28 14:10:03 UTC

Rarity's Makeover

It was morning in Ponyville, and all Steve wanted to do was sleep. Before he had been spirited away to Equestria, he'd usually stay up until sunrise playing video games. He was still adjusting to life in Ponyville, and it was rough. He didn't have a house yet, and he lived inside a cramped tent on the outskirts of town.

As Steve tossed and turned in his sleeping bag, his tent flap was slowly unzipped, and a squat purple dragon with green spikes waddled in. He was carrying a sack of apples, which he unceremoniously dropped on Steve's chest

"Hi Steve!" chirped Spike.

Steve bolted up, groaning at the feeling of having twenty apples dumped on his chest.

"Ow," groaned Steve. "Why'd you do that, Spike?

"Well, I thought you were hungry!" said the dragon.

"Did it have to be apples? I've been having these for breakfast for a week,” said Steve.

He picked up a glossy apple and stared at his haggard reflection. "Ever since I was dragged here..." he muttered.

Spike frowned for a moment, before stretching his arms out excitedly. "Ooh, I know! I could take you to see Rarity! That always puts me in a good mood!"

"Who said I was in a bad mood?” asked Steve.

Spike raised an eyebrow and put his hands on his hips. "Really?"

Steve sighed, and took a bite out of the apple he was holding. He chewed for a while, mulling over his alternatives.

He and Applejack were supposed to start building his house today. The idea of back-breaking labor galled him, though. He was no Earth-Pony. He had never done an honest day's work before. And he felt that he could wait to start.

At Twilight Sparkle's insistence, he'd been writing down everything he knew about humanity. The topics were diverse: philosophy, history, politics, technology, art, culture. In short, the entire human experience. It was a laborious project, and he already had dozens of pages written in his crabbed, sloppy handwriting. But he preferred talking to Twilight Sparkle. She seemed genuinely interested in him. Well, more like she used to.

When he started talking to Twilight Sparkle about human warfare and the World Wars, she seemed distraught. He wanted to continue and talk about nuclear weapons to her, but she looked like she was about to cry. Ever since that day, she seemed to be avoiding him. She stopped inviting him over ever since that talk. Maybe he could continue writing some notes today. Surely, she'd forgive him if he wrote an entire book on humanity? No, that was a stupid idea. He sighed, and took another bite out of the apple.

Now, what about Rarity?She seemed decent enough. She had a momentary curiosity with him, but since he spent of his time alone, he hardly knew anyone in Ponyville. It wouldn't hurt for him to make some friends. And he had been wearing the same outfit for a week now. He could really use some new clothes. The more he thought about it, the more he liked the idea of visiting Rarity.

"Fine, lets go see Rarity," said Steve.

Spike clasped his hands together, and Steve could practically see the hearts in his eyes.
"That's great news, Steve! Do you want to get changed before we go?"

"I don't have any other clothes. That's why I want to see Rarity."

Spike nodded in agreement. "Well, we better get there before the dress rush."

"There's a rush for dresses?"

"Yeah, Ponies love that frou-frou stuff. Not me, though!" exclaimed the dragon, eyes darting back and forth nervously.

Steve left his tent and stretched for a bit. Grabbing a wooden cup, he bent forward and and took a long drink from the river near his tent. He had to admit, the water here tasted great. It was crisp and refreshing.

After Steve tied his shoes, he went with Spike to Ponyville. It was a relatively short walk, since the river near his tent led directly to town. Steve found himself taking in his surroundings, and he studied the pony architecture. Most of the buildings in Ponyville were rustic, with creamy-colored walls and thatched roofs.

Before long, Steve and Spike were in Ponyville proper. Ponies would stop what they were doing as Steve passed by, stealing glances and whispering to each other. He was still a novelty here, and they weren't used to seeing humans like him. It honestly irritated him a bit. Did they think he wasn't good enough for them? He frowned, lips tightening slightly as he tensed up a bit. Steve was unaware that his grumpy demeanor was contributing to his alienation, and why nopony wanted to approach him.

After a few more moments of walking, Spike and Steve finally arrived at the Carousel Boutique. True to its name, the building was shaped like a round carousel, painted with pastel colors and decorated with delicate accents. It was one of the larger buildings in Ponyville, with it's elegant spires twisting into the sky. Only Twilight's castle could match it's elegance.

Steve crossed his arms as Spike knocked on the bottom of the door a few times. The pair waited for a little while, before Rarity opened the door. She was a unicorn with creamy white fur, and an indigo mane that was perfectly curled. Everything about her screamed “Elegance” and “Class”.

“Hello, darlings!” said Rarity. “Do come in! I just whipped up some tea, would you like some?”

“Sure, that sounds great,” said Spike.

The dragon looked up at Steve, and tugged on his pants. “Well Steve, what do you say? Rarity's tea is great!”

“I'm not too big on tea,” said Steve in a stiff tone. “Besides, I want to take care of my business here as quickly as possible.”

“I see,” said Rarity. “Well, do come in and make yourselves at home.”

The white unicorn looked up at Steve and smiled. “We have already met before, correct?”

Steve scratched the back of his head and nodded. “Yeah, but I was feeling pretty tired that day, so I may not have left the best impression.”

“Don't worry about it darling, we all have our off days,” giggled the unicorn. “Now, allow me to introduce myself. I am Rarity, proprietor of this boutique, and the most fashionable dressmaker in all of Equestria, if I do say myself.”

“I'm Steve. Steve Cobb,” said the human as he stepped inside with Spike. He took a look around, and was surprised with what he saw.

The Carousel Boutique was so big on the inside. There were bolts of fabric everywhere with dresses on racks, or “Mane-iquins”. The inner wall was lined with dark pink curtains, and vanities with gold-framed mirrors. There were a few sewing machines here and there, with needles, shears, and rulers taking up much of the available counter space.

“This place is incredible,” said a dumb-struck Steve. “I've never seen anything like it.” He walked over to a vanity, and touched the gold-framing of it's mirror.

“Thank you, dear,” beamed Rarity, “but what was that bit about business you mentioned earlier?”

“I've been here for a week now, and I've been wearing the same clothes every day. I was hoping you'd help me, by making me some new clothes,” said Steve as he gestured at his clothes. “It would really mean a lot to me.”

Rarity brought her hooves to her snout, as her eyes widened in horror. “A week, you say? That is absolutely dreadful! I would be more than happy to correct this crime against fabulousity. You shall have new clothes before the day is through, so swears Rarity!”

“Are you sure? I thought you were pretty busy,” said Steve.

“Normally, yes. However, I just completed Twilight Sparkle's dress for the masquerade gala tomorrow.”

Rarity's horn glowed as she lifted a frilly dress into the air, and expertly boxed it. Using some more magic, the unicorn then handed the wrapped box to Spike.

“Spike, darling, could you please deliver this dress to Twilight Sparkle? I would really appreciate it,” she said, batting her eyelashes at the dragon.

Spike blushed, before taking on a more solemn demeanor. You got it, Rarity! Oh, and bye, Steve! I hope you get some new clothes,” said the dragon as he left the boutique, dress in tow.

That left Steve and Rarity completely alone. After an awkward silence, he put his hands in his pockets. They were completely empty.

“Rarity, do I need to pay you for this? I don't have any bits,” said Steve.

“No need to worry about that, darling. You don't have to pay me,” said Rarity. She put a hoof under her snout and smiled. A bit too mischievously for Steve's liking. “However, there is is a favor I would like to ask of you.”

Steve frowned. “What sort of favor?”

“Why, I would just love to give you a makeover,” said Rarity, batting her eyelashes at Steve.

“Are you kidding me? You do know that I'm a man, right?”

“I am most certainly aware, but there is no rule saying that a gentlecol...Er, gentleman cannot get a makeover,” huffed Rarity. “Besides, it would be a lovely opportunity to relax.”

“I'm not the makeover type. That sort of stuff is too girly for my tastes. So I'm going to have to decline your offer.”

Rarity pouted. “Are you sure?”

“I'm sure.”

“Are you quite sure?”

“Yes, I'm quite sure,” growled Steve.

Rarity leaped onto the vanity near Steve and got on her hind legs. She rested her hooves against Steve shoulders as she leaned forward. She started whispering to him, warm breath tickling his ear.

“If you let me give you a makeover, not only will I make you a new set of clothes, but I'll also make you a costume for the masquerade tomorrow. Doesn't that sound nice? I'll make you a very fetching suit, with a handsome mask. Why, you'd be the life of the party! Wouldn't that be grand? And I am sure that Twilight Sparkle would love seeing you at the masquerade,” whispered Rarity.

Steve blushed as Rarity whispered to him. He wasn't used to someone being this close to him, let alone touching him, for that matter. When Rarity talked to him about Twilight Sparkle, his heart soared. He could have another chance! He could go to the masquerade, and salvage his friendship with her. With the costume Rarity would make him, she'd have no choice but to pay attention to him.

“Fine,” said Steve, “lets just get this over with.”

“It shan't take long, I assure you,” giggled Rarity.

She got off of Steve and leaped off the vanity. “Now, follow me, please.”

Rarity began walking further into her boutique, and Steve stayed right on her heels. After a few moments of walking, he found himself in some sort of salon. There were basins, baths, cosmetics, soaps, shampoos, sponges, and everything else you'd need for a makeover. Even a setup for hooficures.

“It is time for us to begin, said Rarity. “Take off your clothes, please.”

“What? You want me to strip naked?” asked Steve.

“Why of course, darling. Did you expect me to clean you with those rags on?”

“I guess not,” said Steve, “but I don't feel comfortable getting naked in front of you.”

The white unicorn huffed indignantly. “I assure you, that this is strictly business. Rarity is above skulduggery.”

Steve put his hands on his waist and frowned. “I have a hard time believing that.”

“Well, I really mean it!” exclaimed Rarity. “Although I must admit, giving a human a makeover is a challenge I look forward to.” She put a hoof under her snout, and exhaled.

Rarity's horn glowed, and a very large tub(by pony standards), began filling up with water. Various shampoos and soaps began floating in the air, along with a sponge. They were organized in a neat pile, ready for use.

Steve quickly stripped out of his clothes, and practically leaped into the tub to protect his dignity and modesty. Rarity chuckled at the sight, before handing him a sponge. He grabbed a few bottles of body-wash, and sniffed them few cautiously.

“Hmm, Equestrian Grace smells nice,” thought Steve. He squeezed some of it onto his sponge, and began scrubbing.

Steve was thorough, and methodically cleaned every single part of his body. As he scrubbed away grime and dirt, his skin started to tingle. He touched his skin and frowned at the sensation. It felt a bit raw. Almost coarser, actually. Was he scrubbing too hard? Steve eased up on the washing, hoping that the tingling sensation running through him slowly fade away. It felt like ants were biting him, and that made it hard to focus.

Steve's hands trembled as he reached for some shampoo, hands almost instinctively balling into fists. With some difficulty, he squirted a large amount of blue shampoo into his shaky hands. He started massaging his scalp, working the shampoo into a thick lather. He worked thoroughly, but quickly. The faster he got done with his bath, the better.

After a good while, Steve dunked his head in the tub, and rinsed out the suds. He ran a hand through his wet hair, admiring how soft,thick, and voluminous it felt. If his hair was longer, or if he was paying closer attention, he would have realized that his hair was now a vibrant dark blue. It felt hard to pay attention, though. In fact, he was feeling strangely tired.

“I'm done,” said Steve in a rather soft tone. “Can you get me a towel?”

“Of course,” said Rarity.

Using her magic, Rarity sent two pink towels to Steve as he got out of the tub. He covered his groin and head as fast as he could, which meant that he didn't see his blue hair. Or mauve body hair, for that matter.

“There! Doesn't that feel better? Now, take a seat in the salon chair, please,”said Rarity as she pointed to a salon chair.

Steve mumbled in response, and slowly walked to the chair Rarity was pointing at. A weariness was spreading through him, and he felt tired. So very tired. As soon as he sat down, the urge to sleep became overpowering.

Rarity gathered a brush and some shears, and approached Steve. She was completely oblivious to how tired he looked. She was just so excited to have a human to work on!

“Are you ready for me start on your hair?” asked Rarity.“Or perhaps we could try and give you a hooficure?”

“Hair...sounds...fine,” mumbled Steve. He nodded off a few more times, before passing out with a smile on his face.

“Hair it is then,” said Rarity. She focused her magic, and lifted off his towel.

Rarity paused, narrowing her eyes. Steve didn't have blue hair, it was brown. Or was it actually blue?She put a hoof under her snout and thought for a moment. Maybe the human was just filthy, and the dirt had obfuscated his actual hair color.

“Yes, that must be it”, thought Rarity.

Focusing her magic, Rarity took a brush, and ran it through Steve's blue hair. It was healthy and thick, but only about two inches long. Or was it?

As Rarity gently brushed his hair, it seemed longer. She was confused by this, but that must have been her imagining things, right? She buried her doubts and continued brushing his hair, but it definitely seemed to be getting longer.

When Steve's hair was around a foot long, Rarity realized that he really was changing. She prodded him with her milky white hoof, trying to wake up him. “Darling? There seems to be a problem,” said Rarity.

Steve grunted, but otherwise showed no sign of stirring. Rarity stepped back, and looked at the human again.

There was a streak of light blue in his hair now, in contrast to the darker blue around the streak. His hair was even longer now, and the tips of his hair was curling, almost like Sweetie Belle's.

“Oh dear,” thought Rarity. “What am I going to do? Steve trusted me with a makeover, and now his hair is completely different!” The unicorn was lost in nervous thought, but Steve's next development snapped her out of it.

On the sleeping man's face, she could see a fine coating of mauve hairs. They resembled peach-fuzz, but the hairs were growing thicker and thicker with each passing moment, almost looking like...fur. She also noticed that the growth of hair was moving downwards. Steve's chest, arms, and legs were covered with soft, mauve, hairs. They were growing thicker just like the hairs on his head, leaving him with an impressive pelt.

Rarity reeled at the sight she just witnessed. Of all the worst things that could happen, this is

THE

WORST

POSSIBLE

THING

Something seriously wrong was going on. Rarity wished that she could help Steve, but she wasn't a magical prodigy like Twilight Sparkle. She needed her help for this problem.

Rarity galloped out of the store, giving the sleeping Steve a regretful glance. She's be back as soon as she could, and with help.

Steve felt so good napping in his chair as Rarity brushed his hair. He felt so heavy and warm. He couldn't move, even if he had wanted to. A darkness had overtaken him, but he was dimly aware of his surroundings.

He felt a growing heaviness on his head, and something curly was tickling his cheeks. He felt a tickling on his face and body for a while, then warm, velvety softness.

Steve heard a door slamming, but he didn't stir from his chair. He just felt so nice and relaxed, napping there. He could feel his face pushing forward, popping and snapping into a foreign shape.

He wasn't worried, though. He felt fine. Just fine.

Even when he felt a sucking sensation between his legs. Or when there was an intense pressure above his rear, followed by a curly swishiness.

No, he felt fine. More than fine, actually. He was in the most wonderful nap he had ever been in his entire life.

Not even the sensation of falling, or the stretching and shifting feeling in his arms and legs could rouse him from his slumber. Let alone his changing ears, or the the tickling sensations in his neck. He wasn't even bothered by the intense pushing sensation coming from his forehead, and the bizarre weight accompanying it.

Nothing could ruin his good mood right now. Well, unless someone woke him up. Which is exactly what happened moments later.

Steve could hear distant shouting, and a tingling bolt of energy washed over him. He shook his head and opened his eyes, frowning. He could see Twilight Sparkle and Rarity, and they looked concerned.

“What's the big idea, Rarity? And why is...,”

Steve's rant was stopped in it's tracks as he heard his voice. It sounded soft and feminine, absolutely adorable. When he looked down and saw a mauve snout, his delicate blue eyes widened in horror. He brought his hands to his face, but instead he saw hooves. Pony hooves.

Steve fell out of the salon chair, gasping and panicking. “Oh, oh my God! W-what happened to me!” cried Steve. “Help me! Do something!”

Steve tried to get up, but he immediately fell down, hooves flailing wildly. He tried to get up again, but he lost his balance and fell again. He curled up into a mauve ball, and he started to cry.

Twilight Sparkle slowly approached Steve, and put a hoof on her. “Steve, I'm sorry. This is all my fault,” she said.

She looked down and sighed. “I'm the reason why you're a unicorn mare.”

Steve sniffed, and stared at her with bloodshot eyes. “I'm a mare? And a unicorn?” she asked.

She spread her legs open and gulped. Yes, she was a a mare now.

“A mirror. Give me a mirror,” said Steve.

Rarity scrunched her face and hesitated.

“Give me a mirror, now!” shrieked Steve.

“Alright. Just try and stay calm, dear,” said Rarity. The white unicorn focused her magic and sent a large modeling mirror to Steve.

Steve slowly crawled forward, and she took a good, hard look at herself. She was a unicorn mare, with a lovely horn. She seemed to be in good shape, and was covered in a soft coat of mauve fur. Her mane and tail were long, and the tips were curled. They were a dark blue color, with light blue streaks. She didn't have a cutie mark, but that wasn't surprising; she had only been a unicorn for a few minutes.

The more Steve stared at her reflection, the angrier she felt. She hated this body. She hated how alien it felt. She hated how she could see her snout, and she hated her swishy ears on top of her head. Everything felt wrong, and she just wanted to scream.

As Steve fumed, she felt a pressure growing in her horn. It continued to build up, until she cried out, discharging a blast of magical energy at the mirror.

The mirror shattered into dozens of jagged pieces, and Steve slowly got up on wobbly legs, glaring at Twilight Sparkle.

“You said you were responsible for this,” hissed Steve. “How?”

The purple Alicorn sighed, and hung her head. “There's an artifact in my world, called the Crystal Mirror. I was casting some scrying spells on it, and there was magical backlash. I thought nothing happened, but the next day we saw you in Equestria.”

Steve slowly shambled towards Twilight Sparkle, struggling to contain the anger on her face. “Well, that explains one thing,” she said sarcastically. “But can you tell me why I'm a unicorn mare all of a sudden?”

Twilight Sparkle looked sad, but she didn't flinch from the advancing Steve. “Your soul's been changing. Probably the moment you set foot in Equestria. You're not from our world, and your soul adapted. Look, I'm sorry Steve. I promise that I'll do everything in my power to...”

“Sorry!? Is that all you can say!? Sorry!? You've ruined my life!” cried Steve. “And you think I'm just going to forgive you? I hate you, Twilight Sparkle! I bet you're happier now that I'm a unicorn, am I right? I saw how you reacted when I was talking to you about mankind. You probably think you just did me a favor right now, huh?”

All this time, Steve had been moving towards Twilight Sparkle until she was inches away from her face. The alicorn princess looked genuinely sad, and extended a hoof to comfort Steve.

The transformed human batted it away, and fell on her face again, bursting into tears. Twilight Sparkle approached Steve, but she crawled away and got back up.

“Don't get near me,” hissed Steve. “I want nothing to do with you, do you understand? I hate you with every fiber of my being. If you try and help me, you'll regret it,” said Steve with a manic glare. “I-I'll take care of myself, just you see.”

And with that, Steve slowly shambled out of Rarity's boutique.

“Should we stop her?” asked Rarity. “She won't survive a day on her own, not like that. We have to help her!”

Twilight Sparkle sighed. “I do want to help. But we can't help her unless she wants to be helped. Lets wait for a bit before we go see her.”

She looked at the open door for a moment, thinking. “I just hope she doesn't do anything she'll regret later.”