Notes: Sonic the Hedgehog is owned by Sega and was created by Yuji Naka, Naoto Ohshima, and Hirokazu Yasuhara. Hasbro's My Little Pony: Friendship is Magic was created by Lauren Faust. Special thanks to JBlaser.

Twilight Sparkle and her best friends were hanging out in Twilight's kingdom, where they discussed the future of Equestria. However, one of the friends was missing and that was Rarity. Twilight and the others had quickly noticed Rarity's absence. Spike had been hoping Rarity would be at the meeting, since he had a crush on her. He was disappointed that she hadn't arrived, so he sulked in the corner. As usual, Twilight tried to keep everybody focused on the tasks at hand, while being overly enthusiastic about Equestria's updated rule book. She gleefully read the book to her friends. Her friends tried to be polite, but it was hard for them to stand the boring torture of the book. Rainbow Dash was so impatient and bored, that she had to resist the urge to punch holes around the kingdom.

A few minutes, Rarity burst into the kingdom, while pacing around and panicking. Her friends looked deeply concerned about her, except for Spike, who was blushing and Rainbow Dash, who look relieved to get a break from Twilight "Egghead" Sparkle. Twilight, Applejack, and Fluttershy tried to ask Rarity what was wrong, but Rarity was in such an emotional mood, that she failed to hear them. Eventually, she wiped a dozen tears out of her eyes and faced her friends, while saying, "I have terrible news. I know I might have already said this, but this time, take me seriously. This is the worst possible thing that could ever happen!"

Fluttershy nervously asked, "What happened?"

Rarity said, "My makeover has been re-scheduled!" Rarity's friends could hardly believe how petty her dilemma was.

Applejack folded her arms and replied, "Big deal, Rarity. You have thirty-nine makeovers, per year. Who cares if one of yours got delayed?"

Rarity screamed, "Because I have a date, tonight!"

Spike got excited, because he thought he was Rarity's date. He put on a disco suit and quickly turned Twilight's meeting room into a dance floor. He danced around the room, while saying, "Rarity and I have a date!"

Rarity said, "I'm sorry, Spike, but my date is with Trenderhoof." Twilight quickly put her hoof on Spike's mouth, because Spike was attempting to call Trenderhoof every bad word he could think of.

Afterwards, Twilight put her hoof on Rarity's shoulder, while saying, "Rarity, I can understand why you'd want to look your best, when going on a date. However, you don't need a makeover, in order to be beautiful. You're already beautiful, inside and out."

Rarity replied, "That is quite true, but I need to do more, than just look good. I need a big, glamorous makeover. I need to look like the best."

Twilight calmly said, "You don't need to worry, Rarity. I'm sure Trenderhoof will be impressed by you, regardless of how you look."

Rarity shook her head and replied, "I'm afraid you're wrong, darling. Trenderhoof is a shallow, superficial twit."

Twilight raised an eyebrow, while asking, "Then why do you want to go out with him?"

Rarity answered, "Because he's famous and dreamy." Twilight and Applejack rolled their eyes.

Rarity grabbed Twilight and said, "Twilight, you're the most famous, richest pony I know, so I'm sure you know how to get me a makeover, right away."

Twilight replied, "I must apologize, in advance. You see, I'm an expert on many topics, due to my constant reading, but I'm afraid I don't have that many books about makeovers."

Rarity responded, "I don't need books or paper. I need fashion. I need new clothes. I need a makeover!"

Despite how shy Fluttershy was, she managed to walk closer to Rarity and say, "You don't need a makeover. Your greatest beauty doesn't come from your looks. It comes from the generosity of your heart."

Rarity pinched Fluttershy's cheek and replied, "That's precious, darling, but that won't help me win Trenderhoof's heart. I need to find a makeover."

Rainbow Dash asked, "You want to find a makeover? How are you supposed to do that?"

Pinkie Pie said, "Maybe a makeover store will fly by."

Rarity said, "Excuse me, girls. I need to get that makeover and I'm going to get it."

Rarity went to all of the nearby fashion stores, that she could find. However, none of them were offering makeovers. She kept searching and searching, but she wasn't having any luck. After feeling desperate, she decided to go to the Flim Flam brothers' pawn shop, in the hopes they'd have something that could help her. She looked around and saw that Rouge the bat was there. Rarity pranced up to Rouge and said, "Wow, you look quite stylish."

Rouge proudly replied, "Thank you. I'm quite the lovely lady." She started looking angry, while saying, "However, I wanted to go clubbing, tonight, but I haven't been able to get a makeover."

Rarity responded, "I've been dealing with the same problem."

Flim and Flam walked by, while having sneaky smiles on their faces. Flim stared at them, while asking, "Did somebody say they have a problem?"

Rarity and Rouge answered, "Yes we did."

Flim said, "It appears you two are two of a kind. We know what's that like, right, brother?"

Flam answered, "We sure do. We both share a love of money."

Flim straightened his tie and pretended to seem genuine, while saying, "We truly care about getting our customers the things, that they need and want. Of course, in order to make that a reality, they have to offer up the right amount of cash."

Flam stared at Rarity and Rouge, while asking, "What's your financial situation?"

Rouge said, "I can pay with diamonds."

Rarity replied, "I have a few diamonds, as well."

Flim and Flam started getting more excited. Flim jumped around the ladies, while saying, "You two are in luck. We can get you the makeovers you need."

Rouge asked, "How?"

Flim explained, "We have a machine, that can give people makeovers." He paused and said, "If you want to get technical, neither of you are people. However, I'm sure it'll work on ponies and bats."

Rouge folded her arms and asked, "How do you know if it'll work on bats? Humans and bats have much different beauty standards."

Flam replied, "That's true, but this machine came from Gotham City."

Flim said, "The machine used to be owned by Bruce Wayne. He's no bat, but he sure has a lot of cash. He has so much money, that he often wastes large chunks of it, when he goes to auctions. He spent thousands of dollars, to get this machine. He quickly realized he had no need for it, so he donated it to our pawn shop."

Rarity asked, "How much does it cost?"

Flim said, "You're in luck, my little pony. You see, my brother and I are very particular, when it comes to pricing things."

Flam said, "We never want our customers to get more than they deserve."

Flim explained, "That way, we avoid making our customers become selfish and greedy. Other pawn shops sell things, for very low prices, which is really unfair. Thankfully, my brother and I have standards, which is why we made the makeover machine cost twenty-thousand dollars."

Rarity could hardly believe what she just heard. She had an overdramatic look on her face, while saying, "Out of all the things, that could ever happen, this is the worst possible thing!"

Rouge started threatening to attack the Flim Flam brothers. Flim tried to maintain some confidence, while saying, "You ladies don't need to worry. If you were to share the device, you'd each only have to half of the fee."

Flam said, "Plus, you don't have to pay with cash."

Flim said, "We wouldn't mind if you gave us diamonds, instead."

Rarity and Rouge wanted to get a look at the makeover machine, before they spent so much on it. They both examined the machine. It was purple and looked like it had several fancy features. Rarity wasn't usually fond of wasting so many diamonds, but she was desperate and so was Rouge. Neither of them had a lot of time, before their evening plans, so they gave the Flim Flam brothers a bunch of diamonds. The brothers were overjoyed. Flam counted the diamonds, while Flim jumped around.

Rarity and Rouge wanted somebody else to try the machine, before they did. They decided they'd both invite the least fancy friend they had, to Rarity's house, to test out the makeover machine. Rarity invited Rainbow Dash and Rouge invited Sticks. Rainbow Dash was happy she was invited, because she wanted another break from Twilight "Egghead" Sparkle's overly-long reading sessions. However, Sticks was planning on helping Sonic prepare for his next race and she wasn't too happy that Rouge pressured her into changing her plans.

After Rainbow Dash and Sticks came into the house, Rarity smiled at them and said, "Thank you, ladies, for coming."

Sticks replied, "I don't want to be rude, but I also don't feel like being a sweetie, either, so I'm just going to be honest: I wanna get out of here."

Rouge nudged Sticks and responded, "Come on, dear friend. It's about time you worked on your fashion."

Sticks explained, "I used to live in the jungle. I wore the same outfit, for months. I didn't care about how I looked. Even after I got out of the jungle, I'm still not interested in fashion."

Rouge replied, "Well, I think it's time you made some changes. Being the same thing, over and over, can get rather dreadful and uneventful. For example, I used to just go after diamonds, but I found a more important and beautiful thing to focus on and that's myself."

Sticks folded her arms and responded, "Sounds pretty self-obsessed."

Rouge replied, "Afraid so, but considering how beautiful I am, it hardly matters."

Rarity patted Rouge on the back and said, "You're a hit, when it comes to looking dazzling. You'll probably look even more spectacular, after you experience the makeover machine. However, nobody has tested it, so I can't guarantee the quality of the results. Thankfully, we have Rainbow Dash and Sticks, to be our test subjects."

Rainbow Dash said, "I'm not shy to admit, that I think fashion is a pretty fluffy and unimportant thing. However, I suppose it has a sense of style and fun, in comparison to the dreariness of Twilight "Egghead" Sparkle's speeches about friendship and magic."

Rarity said, "Rainbow Dash, you're going to be the very first pony, to try out the machine."

Rainbow Dash replied, "If you say so. What am I supposed to do?"

Rouge said, "Go under the machine. I'll press the buttons."

Rainbow Dash flew closer to the makeover machine. Rouge started fiddling with the buttons, before finding the button she was looking for. She quickly pressed the button. The button gave Rainbow Dash a quick facial, as well as makeup, a few pieces of jewelry, a blue dress, and a purple wig. After the machine was done giving Rainbow Dash a makeover, Rarity stared at her and said, "Oh, my. It appears this machine has quite a lot of style. Rainbow Dash looks more beautiful, than I could of ever expected."

Rainbow Dash replied, "I don't know about beautiful, but I look ten percent less awesome and that's a big problem." Rainbow Dash threw off the jewelry and the dress and she put flushed the wig down the toilet.

Rouge said, "It seems like the makeover machine can work on ponies, but I need to make sure it can work on other types of animals. That's why I'm going to have Sticks try it out."

Sticks had a confused look on her face, while asking, "Why me? Shouldn't a bat try it out, since that's what you are and unlike me, you care about this crummy machine."

Rouge replied, "There aren't any other prominent bat characters in the Sonic franchise, so I had to go with another type of animal."

Sticks responded, "I'm a badger or something. To be honest, I don't have the best memory, but I bats and I don't have much in common."

Rouge replied, "That's true, but you're the least stylish person I know, so if the machine will work on you, I know it'll make me look extremely glamorous."

Sticks reluctantly got closer to the machine. Rouge pressed some buttons. The machine cleaned Stick's hair, before putting a black dress on her. The dress looked very fancy and had the appearance of something somebody would wear, when attending a nightclub. Rouge stared at Stick's new look, while saying, "Despite how unstylish you usually look, the machine managed to give you quite the makeover. You look totally different."

Sticks looked at herself, in a nearby mirror, and said, "I look totally bad. This is ruining my carefree look. This machine is messed up. It takes somebody's looks and makes them look completely different. I won't let it ruin the appearances of anybody else." Sticks started charging towards the machine. Rarity and Rouge wanted to stop her, but Sticks moved away from them and started using her physical strength, to attack the machine. After a moment of smashing, the machine was a broken wreck.

Rarity stared at the broken remains of the machine. She had a sad look on her face, while saying, "Of all the things that could possibly happen, this is the worst possible thing!"

Rouge sighed and said, "It appears I won't be able to go clubbing, this time. I better go back to the Sonic and the gang and see if they have any jewelry they'd be willing to give up, for a cheap price." Rouge grabbed Sticks and flew away.

Rarity looked at Rainbow Dash, while saying, "Without a makeover, Trenderhoof won't think I look beautiful enough. He'd dump me. Depending on his mood, he might even make fun of my appearance."

Rainbow Dash replied, "Listen, Rarity. When it comes to fashion and dating, I'm no expert. However, I do know that ponies, like people, deserve to be judged by who they are, not what they look like. If Trenderhoof is such a shallow jerk, he's not worth your time, no matter how famous he is."

Rarity thought about it and said, "You know what? You're probably right, Rainbow Dash. I've been acting pretty petty, haven't I?"

Rainbow Dash replied, "I'd be guilty if I claimed that I haven't had my petty moments. How about we go back to Twilight's castle and read the latest Daring Do book?"

Rarity said, "I thought you hated books."

Rainbow Dash replied, "Some books are painfully boring, but I do have to admit that some books can be awesome." Rarity cancelled her date with Trenderhoof and started heading back to the kingdom to spend the evening with her friends, which was a more beautiful event than anything she could have ever anticipated.