It was afternoon in Sanctuary City, and Fluttershy and Spike were currently walking through the urban streets side-by-side. Well...it was more like side-to-side, as the meek pony girl had been leaning into Spike during their entire trek through the city. More at home surrounded by woodland critters and nature’s glory, the pinkette was nervous moving through the city and passing by so many unknown humans.

“A-A-Are you sure they’ll have clothes for me there, Spikey?” stammered Fluttershy, holding onto Spike’s arm tightly. She was currently wearing a pair of purple jeans and a green T-shirt, both of which she had borrowed from Twilight. The clothes proved to be a bit tight--especially around the chest area--much to the princess’ envy.

“They should. This new store is supposed to be designed for Equestrians,byEquestrians. In fact, I’m pretty sure an Equestrian runs it,” Spike said, looking down at her. “You look a bit scared Flutters, you okay?” he asked. He was currently wearing green and purple sneakers, a pair of blue, baggy jeans, and a button-up, blue shirt with a white T-shirt underneath.

“Oh um, yes…I’m just a bit nervous to be out here, especially without Angel,” she sighed, missing her bunny.

“No need to worry, Flutters. I’ll take good care of you while we’re out,” Spike said, putting an arm around her shoulder.

Fluttershy blushed furiously and looked away from his gaze, but she kept her tight grip on him. It was weird. She only ever really felt safe when she was with her animals. Ponies and people alike never gave her that sense of safety and understanding, but here was someone who could comfort her just as much as her animal friends.

“Well, this is the place,” Spike said, breaking her out of her thoughts. The two had arrived infront of what seemed like a strip mall with no shortage of Equestrians making their way in and out of the place.

“Goodness, Spike. It’s so big,” observed Fluttershy.

“Yeah, the city council was in a real rush to build this place after Equestrians started moving over,” Spike replied taking in the sight. “So, shall we get started?”

“Okay, Spike.”

Meanwhile…

Inside one of the offices of the shopping outlet, an Equestrian woman was having a heated discussion over the phone. And by the sounds of frustrated sighing over the receiver, the person on the other end of the line was growing more and more irritated.

“My apologies for testing your patience like this, darling. But if I’m going to spread my inspirational sense of style and fashion to this world, I simply can’t be housed with just any of this world’s hosts, no matter how qualified they may be. I hope you understand, Agent Sunset,” the Equestrian said.

“*Sigh* It’s alright, Miss. As an agent representing Earth’s support for the Cultural Exchange Program, my duty is to ensure that all those who cross over to this world are given the best possible housing that is to their liking. But what I don’t understand is what the issue was with the last couple of families I showed you,” the red-headed agent replied.

“There’s nothing at all wrong with them, darling. They all seemed like fine families...and that is precisely the problem. You see, afinefamily isn’t good enough. If I am to stay in this world as an avatar of glamour and fabulousness, I want the ones who are closest to me to be my muse. They must be my partners, my companions, my….”

The curvy Equestrian’s voice trailed off as she stared with wide eyes through the open blinds of her office window. The sight of a couple passing by her office had set her artistic spark ablaze. One was a woman with flowing pink hair, and smooth, jade-like skin. Despite clinging to her partner, she moved with a natural sense of grace and poise that many ladies took years to perfect. And within her ill-fitting clothes was a curvy figure that would make most supermodels green with envy. Speaking of “green,” the young man whose arm was in the pinkette’s embrace was a tall, lean hunk of a human with a spiky head of green hair that, in just the right light, looked like an emerald flame. His eyes carried a soft and caring intensity to them as he looked after his more anxious companion.

“…inspiration,” she whispered.

“Hello? Miss Rarity, are you alright?” asked Agent Sunset.

Rarity’s lips curled into a devious smirk as she watched the couple pass by.

“Yes, Agent Sunset, I am quite alright. In fact, I believe I may have just found the solution to our little problem.”

“How about this one, Flutters?” Spike asked, holding up a lime green sundress. He and Fluttershy had made their way to the nearest clothing store the complex had to offer.

“Oh, um…I don’t know…it seems like it would be sort of...tight,” she replied.

“Oh. Well, that’s okay. There are still plenty of clothes for you to try out. I’m sure will find something,” Spike said, exchanging the sundress for another outfit.

For the next two hours, Fluttershy and Spike continued to scower the various stores in the complex, trying to find clothes for Fluttershy. However, even after all that searching, they came up almost totally empty handed. It wasn’t just that some of the clothes offered didn’t suit her likes; she just couldn’t seem to talk to some of the store personnel trying to help her. Every time they tried, Fluttershy would always find herself hiding from them behind Spike’s back.

“Oh Spike, I’m so sorry,” Fluttershy apologized profusely. “I know we’ve been here for hours now, but I just can’t seem to do this. Let’s just go home.”

“Hey now, Flutters, there’s no need to lose hope. I think the only reason you haven’t been able to get any clothes is because most of these stores’ clerks are humans. You’re just not completely comfortable around all of us, yet,” Spike said. It was true, they’d been all over the strip mall and most of the clothing retail stores they’d visited were managed and staffed by humans. “Alright, here’s another one,” Spike said, pointing to yet another clothing store.

“Do you think this one will be able to help?”

“I sure hope so,” Spike replied.

“Help! Stop that man! He just robbed us!” cried one of the clerks inside the store.

Just as Spike and Fluttershy had walked in through the front entrance, they were surprised by the frightened scream of a girl working in the store. They saw her pointing at a man wearing a pair of torn jean shorts and brown trench coat, who was hauling a bag full of money. He was making a mad dash towards the entrance in his efforts to escape.

“Out of my way!” he yelled, shoving people aside as he passed. Looking back over his shoulder, he saw a small group of security guards rushing over to chase him. They’d be on him within seconds if he didn’t do something. Thinking quickly, he looked around him in search of someone to use as a hostage. Just ahead of him were Spike and Fluttershy, standing just past the entrance. The robber noticed the sheer terror in Fluttershy’s eyes and her trembling form and knew he’d found the perfect candidate. He pulled out his knife from inside his trench coat and rushed towards the two, reaching out a hand towards Fluttershy in an attempt to rip her away from Spike’s side.

Big mistake.

Before his hand could reach Fluttershy’s shoulder, Spike thrust his hand out and grabbed him by the wrist. Fluttershy jumped in fright and ran out of the store to hide behind a nearby fountain. She timidly peaked her head out from behind her hiding spot, worried for Spike’s safety. Meanwhile, Spike had flipped his wrist, twisting the thief’s arm into an uncomfortable position.

“Get your hand off me!” yelled the thief, yanking his wrist out of Spike’s hand.

“That’s what you get for trying to steal,” Spike said coldly.

“What!? Why you...!”

The thief raised his knife with his right hand before thrusting towards Spike’s chest only for the young man to dodge to the side. Again, Spike grabbed the thief’s wrist with his right hand, only this time he followed up his grapple by disarming the thief. He caught the dropped knife with his left hand and threw away.

“Andthisis what you get for trying to hurt my friend,” Spike said in the same chilling tone as he grabbed the thief’s collar with his left hand before delivering an almost jaw shattering punch to the face with his right.

The security guards made it just in time to find the thief pass out on the floor with Spike standing over his unconscious form. There was a brief applause from the crowd around Spike while the security thanked him for his assistance. Once everything was over and it was safe again, Fluttershy came out from behind her hiding spot.

“Oh Spike, that was so scary,” she whimpered, reattaching herself tightly to Spike’s arm. “That mean man looked like he was coming for me.”

“Don’t worry, Flutters, it’s all over now,” comforted Spike. “I guess we should go ahead and get your clothes, huh?”

Spike turned towards the clothing store and suddenly stopped in his tracks. The security guards were in the midst of ushering everyone out of the store. The employees were still shaken up from the attempted robbery and in no mood to continue servicing customers, so the store was being closed early.

“Oh no! I’m sorry, Spike,” Fluttershy said, trying to comfort him.

“It’s alright, Flutters. We can try again tomorrow,” sighed Spike, feeling a bit discouraged.

“Excuse me, dears, but I believe I may be able to help you,” said a feminine voice from behind them.

Spike turned around and felt his heart nearly jump into his chest. There, standing before him, was easily one of the most gorgeous pony girls he’d seen to date. She had moderate azure eyes, an indigo mane and tail, and a pair of white, fluffy looking pony ears. Her attire was just as heart-racing as the pony girl who wore them. She wore a short black skirt emblazoned with a trio of diamonds--which Spike assumed was her cutie mark--a frilly, white, button-up blouse, a pair of dark stockings that showed off her long, sexy legs, and a pair of black stiletto heels. Spike would’ve drooled at the sight of her if he didn’t have self-control. It didn’t help that she had this air of class around her that Spike had to admit he found hot.

“Excuse me, darling? Did you hear me?”

“Huh?…Oh! Yeah, sorry,” Spike said, coming out of his daze. “What is it that you can help us with, miss….?”

“Rarity. My name is Rarity Belle, and I was hoping to help you with your clothing troubles. I overheard you say you were unsuccessful in getting your friend here some clothing,” she said, gesturing to the pegasus girl hiding behind him.

“Oh yeah, that’s right. Out of all the places we visited today, none of them seemed to be able to help us.”

“Tsk, tsk, tsk...yes, that is the first thing I noticed about this place when I first opened my boutique here. Despite all the potential this place has, it simply doesn’t know how to put it to good use. That is why I will be taking over soon. With an Equestrian in charge, I’m certain we will see an overwhelming increase in satisfied customers,” she said confidently, placing her hands on her hips.

“Yes, that definitely sounds good for the Equestrians, but what does that have to do with us?” Spike asked.

“Oh! Yes, of course. My apologies, darling, I seemed to have gotten a little worked up there, as it were. Please, I insist that you come over to my boutique setup in the mall, I should be able to fix you and your beautiful friend here with the proper service,” Rarity claimed, gesturing in the direction of her store.

“That would be great! We can finally get you some clothes, Flutters!” Spike cheered, holding Fluttershy close. Fluttershy could only let out a small squeak before hiding behind her mane again.

“Excellent. Now, if you’ll just follow me...”

Rarity pulled ahead of the duo, leading them through the mall towards her boutique. As they walked, Spike found himself getting flustered at the sight of Rarity’s peach bottom bouncing under that tight skirt with each step. At one point, Spike thought that Rarity had caught him staring, but he wasn’t sure. However, he was fairly sure that after that, Rarity’s hips seemed to have a little more sway in them when she walked.

The trio eventually made it to a small store with a sign that read “Carousal Boutique ~ Earth,” and inside, Spike and Fluttershy found an absolutely massive selection of clothing to choose from.

“Wow, this place is amazing,” marveled Fluttershy.

“No kidding. This place must be doing well,” Spike added.

“Oh of course, darling. In fact, it’s the most popular store in this facility. It’s one of the reasons why the owners are going to let me manage this place. To spread the success not only to the other clothing retailers, but the whole mall in general. But enough about me, let’s get you some clothing shall we?”

“Oh, um, sure,” said Fluttershy reluctantly, releasing the young man.

“You stay here, Mr.…Spikey, was it?” asked Rarity with an arched brow and coy smile.

“Spike. Spike Draco,” Spike replied.

“Well Mr. Draco, don’t worry about your friend. I’ll take good care of her.”

Rarity escorted Fluttershy towards the dressing rooms while Spike took a seat near the entrance. After they reached the dressing room, Rarity sat Fluttershy down on a bench before joining her. The fashionista had a number of questions she wished to ask the shy pegasus girl.

“So, Miss Fluttershy, was it? Could you tell me what it is you’re looking for?”

Truthfully, Rarity didn’t need to ask what Fluttershy wanted. Years of practicing her craft, her attention to detail, and the added magic from her special talent, allowed her discern the meek girl’s character and needs with a glance. And what her skills and talent were telling her now was that Fluttershy was the type of girl who didn’t want to show off, but also didn’t want to look like a grandma. She wanted to be modest up to a point, yet still look like any other young woman.

In truth, Rarity thought it was a bit of a waste of good material. With Fluttershy’s natural beauty, grace, and enviable curves, she had a great deal of potential to model a number of fashionable styles, even a few pieces that were a bit...risqué. Oh well, to each their own.

“Oh...well…um, I’m really not sure what I’m looking for. I don’t really want any flashy clothes, or…anything too revealing,” Fluttershy said, falling into her shy tendencies.

“Hmmm...well darling, you seem to have trouble telling me what you like when it comes to clothing. So how about you just tell me what else you like, anything at all. Well, besides the fine, green-haired gentleman over there,” Rarity said, pointing towards Spike.

“What!?? I….I don’t…I mean I do, I just…”

“Oh hush now, darling, I’m only teasing; now, out with it. Tell me what you like.”

“Well…I like….nature,” Fluttershy answered, looking Rarity in the eyes with a straight face.

Rarity shivered. Whenever she thought of “nature,” she could only really envision the parts that grossed her out about it: dirt, snakes, rain, dirt, feces, dirt, bugs, and worse of all,dirt!But she knew it was just her personal view of nature that was trying to cloud her mind. She wouldn’t let it, not when dealing with a customer...and potentially something else.

“Well darling, let me see what I can get you,” she said, getting to work

About two whole hours had passed and Spike was getting bored. He’d played all the games on his phone, and even watched an episode of his favorite anime, ‘Bull Frog Cube Super’. It was a wonder that he hadn’t dozed off at this point. He wondered what was taking so long.

“Spike, darling, do you think you could help out over here for a moment?” Rarity called.

“Huh? Coming!” Spike answered, as he got up and walked toward the dressing rooms.‘What could they need my help with?’Spike wondered. Once Spike entered the dressing room, his eyes flew wide open in shock. Fluttershy and Rarity both stood there with wide smiles on their faces and bags full of clothing by their sides.

“Spikey, look at all the clothes I got!” Fluttershy chirped happily, holding up her bags.

“Yeah, this sure is a...lot?” Spike paused when he realized Fluttershy was no longer in Twilight’s clothes. She now wore a lime green sweater, and a pair of sky blue skinny jeans, both of which were a far better fit on Fluttershy’s figure than the previous set of clothes. “You changed your clothes?”

“Oh yes, I just felt so good in them that I figured I’d wear them out. I hope that’s okay?”

“Of course it is, I’m just surprised at how much you got. Thank you so much, Rarity,” Spike thanked. “Where are Twilight’s clothes, by the way?”

“Oh, I put them in one of the bags, though the shirt is a bit stretched out,” Rarity replied, a hint of envy in her tone aimed towards Fluttershy’s well-endowed chest. Of course, she was rather busty herself, just not as much.

“So, how much will it be?” Spike asked.

“No charge, darling,” Rarity replied.

“What? You’re giving us all this for free?” Spike gasped.

“Oh no! You have to let us pay you. You saved us a lot of trouble,” Fluttershy added in.

“I didn’t say I wouldn’t get paid, I just don’t want money,” Rarity cryptically replied with a smirk.

“Oh. Well then, whatdoyou want? A favor?” Spike asked.

“Yes, something like that. But let’s discuss that later. It will be closing time soon, and I have a bit of work to do,” She replied, pointing towards the clock.

“Well okay, thank you again, Rarity,” Fluttershy said, hugging her.

After saying their goodbyes, Fluttershy and Spike walked back home with Spike carrying most of the bags, of course. They walked next to each other as the sun slowly set over the horizon.

“I’m really glad we got you these clothes, Flutters,” Spike said.

“So am I, Spikey, and we even made a new friend. I hope we can pay her back for all this clothing.”

Spike was about to agree when he felt his phone buzz in his pocket. He put the bags down, pulled out his phone, and noticed that he had gotten a new text message. Once he unlocked his phone, he discovered that the message was from Agent Sunset. It read,“Stopped by your house to get it ready for your new house guest. Hope she enjoys her stay! ;)”

“Who is it?” Fluttershy asked.

“It’s Agent Sunset. She says she stopped by the house to get it ready for my new house guest.”

“But I already moved in, and my room was already renovated.”

“I know. Who could she be talking about?”

The two approached their house just as a crowd of construction workers were leaving it behind in their trucks. Then, a sleek black car pulled up the driveway. Stepping out from driver’s door was non-other than the fashionista herself. She turned around and caught the bewildered duo approaching her.

“Hello darlings, good to see you again,” she greeted warmly.

“Rarity?!” Spike exclaimed as he walked up to her. “What are you doing here?!”

“Oh, this is my new home. I’m sure you were informed of me coming.”

“I…Agent Sunset. Of course,” Spike said holding his head.

“Yes. She told me that if anyone could take good care of me, it would be you, and you seemed like such a gentleman when we spoke earlier. You don’t mind do you?”

“Of course not, Rarity,” Fluttershy said as she walked up to her. “Please come in. I would love for you to meet the other girls.”

“’Other girls,’ you say?” She looked back at Spike with a smirk. “So, a bit of a womanizer, is he?” she winked.

“Well...I-I-I…I would love to have you here Rarity, please make yourself at home,” Spike said smiling awkwardly.

“I will, darling, thank you; I hope that taking care of us all doesn’t tire you out,” she said as she walked in with Fluttershy to meet her new roommates.

“Don’t worry Rarity,” Spike muttered, “If taking care of all these girls has given me one thing…it’s endurance.”

Author's Note

Thanks to everyone who sent in ideas, i really cant just give credit to one of you as I...shamelessly used aspects of all your ideas. I'm so sorry. hope you enjoyed the read.