Fluttershy trotted through Ponyville. She wasn't going anywhere in particular. How could she have forgotten about Twilight's advanced studies?

Eventually, she found herself at Carousel Boutique. "Perhaps I could tell Rarity." she thought to herself "After all she does design those special clothes for me, even if she doesn't know I'm the one who orders them." Fluttershy went inside

"Oh, hello, Fluttershy. I must say I certainly wasn't expecting to see you." Rarity said when she answered the door. "Tell me, what brings you here?"

"Um, well, it's something personal." Fluttershy said.

"Oh, hold that thought, darling! I just remembered something. I'll be back in a minute." Rarity said as she raced over to her sewing machine. She returned with a dress that was obviously foalish in design. "This is the fifth one I've made this week." she said "Now to deliver it to that foal supply store."

"Actually, that won't be necessary." Fluttershy said.

"What do you mean?" Rarity asked, and then it dawned on her. "You're the mysterious customer!"

"So you figured it out?" Fluttershy asked as she took the recently finished dress.

"Actually, I had a feeling you were the one requesting the outfits, but I couldn't be sure." Rarity said "Your secret is safe with me."

"That's good to hear." Fluttershy said "But actually, my secret is more then just foalish outfits."

"Well, you can tell me." Rarity said "A lady never judges her friends based on what they like to do. Besides, we all have our secrets. Even me."

"Do you really want to know?" Fluttershy asked.

"Yes." Rarity said "Whatever it is, I promise I'll keep it secret."

Fluttershy took a deep breath "O.k. since you really want to know. The thing is I-I"

"Go on." Rarity said.

Fluttershy mumbled to herself.

"What was that? Speak up, darling, I can't hear you." Rarity said.

"Maybe I should just tell her. But would she mind? I don't really know if this is something she'd approve of." Fluttershy thought to herself.

"I don't have all day, Fluttershy." Rarity said.

"I'm an adult foal!" Fluttershy blurted out.

Rarity said nothing. Fluttershy grew worried. "I shouldn't have told her. I should've known she wouldn't like the news." she thought to herself. She turned to leave.

"Where are you going Fluttershy?" Rarity asked.

"Since you seem to mind the fact that I'm an adult foal I'm leaving. I wouldn't want to bother you." Fluttershy said.

"You aren't bothering me, Fluttershy." Rarity said "The news just took me by surprise is all. I take it you want me to look after you?"

"Um, yes. If you don't mind that is." Fluttershy said.

"Well I suppose I do have some free time." Rarity said "I'll just have to leave a note for Sweetie Belle if she stops by, saying she can hang out with Apple Bloom and Scootaloo."


A short time later, Fluttershy had led Rarity back to her cottage. "Before we go any further, I want you to promise me that you won't tell anypony else about this except for Twilight." Fluttershy said.

"My lips are sealed Fluttershy." Rarity said "I learned my lesson about gossip."

"Thank you." Fluttershy said and with that she opened up the door to the nursery.

Rarity was shocke! The last time she'd been over she was certain that this room had been a spare bedroom. Obviously, a lot had changed since then.

"Well, what do you think?" Fluttershy asked.

Rarity took in her surroundings. There was a gaint crib, a changing bench, some toys, and a closet that was fillied with foalish dresses, as well as foal powder and diapers. She wasn't sure what to say.

"I know this is probably a lot to take in right now. If you don't want to take care of me, you don't have to. I'll understand." Fluttershy said.

Rarity was silent for a moment. Fluttershy wasn't asking for much, all she wanted was for somepony to look after her like a mother. Rarity was actually really good at babysitting, even if she never went out of her way to prove it. But all the same she knew there were some things about babysitting that she liked less then others. Diaper changing was one of them.

"I suppose I can take care of you." Rarity said "I can dress you, feed you, play with you, bathe you, and" she gulped "change you too."

"Well, you don't have to change me if you don't want to." Fluttershy said "I mean I know you're probably pretty squemish about it. I can just change myself."

"Fluttershy, I am the Element of Generosity for crying out loud. I wouldn't really be living up to my element if I wasn't willing to make sacrifices." Rarity said "This is no different. I may not be looking forward to it, but if wearing and using diapers is something you like to do, then I'm willing to hold up my end of the bargain. Besides, if I'm going to have foals of my own someday I'm going to have to be able to change diapers, and this gives me the perfect opportunity to practice."

"Well if you're sure." Fluttershy said.

"I am sure." Rarity said "So shall we get started with our 'play time'?"

"I'm ready when you are." Fluttershy said "Oh, but before we begin I suppose I should tell you that I'll mostly stay silent. I'm not one to make baby noises, but I'll break from character if you need help. Don't worry, I'm sure you'll do fine, just do what you think is right."

"Thank you for the moral support, Fluttershy." Rarity said "Now how about we start by picking out a dress?"

Fluttershy led Rarity over to the closet which was already open. Rarity scanned back and forth. "I forgot I'd made so many of these." she said to herself "It's going to be hard to choose." Eventually she found one that she liked. It was a rather elegant dress compared to most of the others. It was as white as snow, with flowers of various colors stiched onto both sides, it was also very soft, as Rarity had used only the softest of fabrics to make it. In fact Rarity herself had stated to nopony in particular upon completing it that it was "Almost as soft as a cloud." "What do you think Fluttershy?" Rarity asked.

Fluttershy merely nodded and flew up to collect one of the diapers, some foal powder, and the large pacifier. She took the supplies over to the nearby changing bench and got everything set up. Rarity then approached the changing bench. "Should I use my magic here?" she asked.

"You can if you want to." Fluttershy said "Like I said before, just do what you think is right."

"Wel,l let's get that fastened shall we?" Rarity said taking a deep breath. Using her magic she slowly but surely taped up the diaper. "Comfy?" she asked. Fluttershy wiggled around a little bit and then nodded back at Rarity. "Alright, now stretch out those hooves." Rarity said as she levitated the dress over Fluttershy's head. In one swift motion the dress was put on.

Fluttershy sat up and smiled.

"One more thing." Rarity said. Using her magic she levitated the large pacifier over to Fluttershy and inserted it into her mouth. Fluttershy began to suck on it, and as she slid down off the changing bench Rarity couldn't resist letting out an 'aw', as she observed just how cute Fluttershy looked.

"What do you want to do now?" Rarity asked.

Fluttershy crawled over to the 'Lord High Rise's Dream Suite'. Rarity gasped "I always wanted to get one when I was a little filly." she said "And I seem to remember Sweetie Belle asking for one on her birthday last year, it's just too bad that I didn't have enough bits to get it for her."

Fluttershy took some of the dolls and started playing with them. Rarity happily joined in. "Seriously, Fluttershy, I can't thank you enough for this opportunity." Rarity said as she was playing "Of course, I'm happy just to spend time with the cutest pony I've ever met."

After spending about two hours playing with the 'Lord High Rise's Dream Suite' Fluttershy and Rarity moved on. Rarity had just finished drawing a picture of Fluttershy in her outfit when she heard Fluttershy's stomach rumble. "Aw, are you hungry, my dear?" Rarity asked.

Fluttershy nodded.

"Well then, let's see what sort of yummy food is on the menu for today, shall we?" Rarity said.


Fluttershy and Rarity went into the kitchen. Using her magic, Rarity removed the bar around Fluttershy's high chair, which allowed her to climb up. Rarity was amazed at the fact that Fluttershy had somehow managed to build a highchair for an adult pony. "And here I thought I knew Fluttershy better than anyone." Rarity thought to herself as she put the bar back in place, fastened Fluttershy's bib around her neck, and removed the large pacifier which was covered in drool.

Rarity went over to the kitchen counter, where she found an already open jar. She poured the contents into a bowl, and went to retrieve a spoon. When she came back she got a good look at the label. "Pureed Banana 'DO NOT EAT'." she read out loud. "Fluttershy, I hate to ask, but why does this say do not eat?" she asked.

Fluttershy grew worried. How would Rarity react to the truth? Fluttershy said nothing for a moment.

"You can tell me, Fluttershy." Rarity said "I promise, whatever it is I won't mind it."

"Are you sure?" Fluttershy asked.

"I can't answer that unless you tell me." Rarity said.

Fluttershy gulped and said "Well that food has something in it."

Rarity said nothing at first, then she realized where Fluttershy was likely going with this. "By that you mean that it'll make you-"

"Mess myself." Fluttershy finished. "And yes, that means I'm going to need a change in the future."

"I see." Rarity said. The look on her face showed that she wasn't very happy with the news.

"You don't have to feed me that if you don't want to." Fluttershy said "I'm pretty sure I have some normal food that you could feed me instead."

"Thanks but no thanks, Fluttershy." Rarity said.

"So you mean, you don't mind then?" Fluttershy asked.

"I already said I'd be willing to change you if using diapers was something you liked to do." Rarity said "Granted I'm not exactly going to be looking forward to it, but I couldn't call myself the Element of Generosity, or a good friend, if I wasn't willing to do what makes you happy."

"Thank you, Rarity." Fluttershy said "I'll try to warn you when I feel the need coming on, if you catch my drift."

"You're more than welcome, Fluttershy." Rarity said "Now then it's dinner time and I believe a certain filly is hungry." She brought the bowl over to Fluttershy's high chair, and using her magic she dipped the spoon into the bowl.

Fluttershy pretended to not like the food. Rarity quickly caught onto Fluttershy's "acting".

"This is all you're getting, darling." Rarity said "You don't want to starve now do you?" Rarity levitated the spoon towards Fluttershy. Fluttershy let some of the food enter her mouth. "Mmm." she said.

"See, darling, what did I tell you? Doesn't that taste yummy?" Rarity said. By this point she had gotten used to her role as the mother. She continued to feed Fluttershy using the various statments she remembered seeing her mother use on Sweetie Belle when she was a foal.

The process repeated itself until the bowl was completely empty. "Oh my goodness, you certainly are a messy eater!" Rarity said laughing, as she retrieved a towel, and cleaned Fluttershy's face. "There, that's better." Rarity said. She helped Fluttershy down. "So, what should we do next?" Rarity asked.


The sun was begining to set, and as a result it cast a glow on the windows of Fluttershy's "nursery". She and Rarity were busy drawing. Rarity had already completed one drawing and was just finishing up work on another, this one of Fluttershy simply wearing a diaper, when Fluttershy came up to her.

"Look at what I drew, Mommy." Fluttershy said.

Rarity was impressed. "Wow, Fluttershy you're even better than I am!" she said as she examined the level of detail on Fluttershy's drawing. It was a picture of Futtershy in her dress, with Rarity looking at her with a loving smile. "This is amazing!" Rarity said.

"Thank you, Mommy." Flutershy said.

"You're welcome, darling." Rarity said "Now I think we've spent enough time drawing. Why don't we play with some of your other toys?"

Fluttershy mearly nodded and slowly crawled over to a set of blocks. Rarity went over to join her but on the way she saw something out of the corner of her eye, and got an idea. "You keep playing sweetie. I'll be back in a minute."

Fluttershy continued to play with the blocks until Rarity returned with a bottle filled with milk. "I thought you might like to have something to drink." she said. Fluttershy eagerly inserted the nipple of the bottle into her mouth, and began to suck on it. Rarity smiled as she looked at what, she thought was the cutest thing in the entire world.

Suddenly, Fluttershy stopped drinking. She slowly crawled up to Rarity. "Um, Rarity?" she said.

"What is it, darling?" Rarity asked.

Before Fluttershy could answer Rarity sniffed the air. She cringed as the smell passed by her noise. "I think I know what you were going to say." Rarity said "You clearly need a change and fast. This smells horrible."

Fluttershy began to grow worried. She could tell Rarity was not looking forward to what would come next. But she had said she wouldn't mind it if it was something Fluttershy liked to do. "Well I guess I'll find out soon enough." Fluttershy thought to herself as she trotted over to the changing bench. Rarity slowly followed her with a new diaper, wipes, and the bottle of foal powder.

"I had a feeling we'd come to this eventually." Rarity said as she approached the changing bench, trying not to gag. "Okay, focus, Rarity. You don't want to mess this up." she told herself mentally.

"Are you ready?" Fluttershy asked.

"As ready as I'll ever be." Rarity said as she took a deep breath and held it. She slowly proceeded to undo the tapes around the diaper. She willed herself to stay strong as she folded the diaper, and then placed it into a bag. She then cleaned Fluttershy's rear end with the wipes. By this point she was eager to get it over with, so she quickly sprinkled some foal powder, before fastening the new diaper. Then she picked up the bag with her magic and carried out to the back garden, where she dropped it into the bin.

Rarity sighed with relief at the fact that the whole thing was over and done. She returned to the nursery to find Fluttershy wimpering a little bit.

"I'm so sorry about that, Rarity." Fluttershy said. "I know you probably didn't like doing it."

"Fluttershy, you have nothing to be sorry about." Rarity said "As I've already told you, if it's something you really like doing then I don't mind. Besides, it wasn't so bad, right?"

"I guess." Fluttershy said as she slid off the changing bench. She noticed how dark it was getting. "Do you think you still have a little more time before you need to get back to the Boutique?" she asked.

"I suppose so." Rarity said "Sweetie Belle shouldn't be back for another hour or so. Besides, she's a big girl. I'm sure she can take of herself, at least somewhat. For now, I think we should get you ready for bed. But first, I think you could use a bath."

"Okay, Mommy." Fluttershy said.


Rarity followed Fluttershy into the bathroom and turned on the water ,which began to fill the bathtub. Rarity undressed Fluttershy and then helped her into the tub.

"Time to make you the cleanest filly around." Rarity said as she squirted some of the mane shampoo into her hooves with her magic, and then worked it into Fluttershy's mane. She did the same thing with the tail shampoo, and the soap. Once all of that was done she told Fluttershy she could play with some of the bath toys for a little bit.

As Fluttershy played with the toys she thought back on how well the past few hours had gone. Rarity had been surprisingly very understanding about everything, and had been willing to do all the aspects that came with the role of the mother. "I guess I had nothing to fear." Fluttershy thought to herself.

"Okay, it's time to get out, darling." Rarity said as she pulled the plug. She had to use her hooves to help lift Fluttershy out since her magic was not strong enough to lift a fully grown pony. Once that was done, and Fluttershy had been thoroughly dried, she powdered Fluttershy's rump, and put a new diaper on her.

"Now, you stay here while I go get your crib ready. If you need anything just call." Rarity returned a few minutes later with a pair of pajamas that looked like a bunny. "Everything's ready." Rarity said "Now, let's get you dressed one last time." She quickly dressed Fluttershy and the two ponies made their way back to the nursery.

After helping Fluttershy climb into the gaint crib and cover her up with the sheets, Rarity used her magic to raise the bars.

"Can you sing me a lullaby, please?" Fluttershy asked.

"Let's see here." Rarity said. She slowly began to hum a tune that she oftened hummed while she was hard at work. Once it was finished she looked back at the crib and saw that Fluttershy was fast asleep. She couldn't resist planting Fluttershy a quick kiss on the forehead. "Good night Fluttershy." Rarity said as she tiphoofed to the door and turned off the lights.

"Good night, Mommy." Fluttershy replied softly as Rarity closed the nursery door.


The next day, Sweetie Belle couldn't figure out why Rarity was so cheerful. Every time she asked, her older sister would simpy reply "A lady never reveals her secrets."