//------------------------------//
// The Second Part 
// Story: Rarity's Best Makeover 
// by SwiperTheFox 
//------------------------------//

“How the hell do women wear these damn things?” you say, balancing in place as every last inch of your feet seem to fight the heels. You grip your hands against the receptionist’s desk, stopping for a moment to marvel once again at how hairless, light, and smooth they look, before making a low groan. Dammit. They’re not even high heels. It’s just so weird— like there are little gremlins in the bottom of my leggings or something… Your right hand shoots down behind your back, nudging against your frilly black dress, as you try to get back your center of balance.

“Watch your language, my dear date,” Rarity says, popping up behind the desk counter as she cracks a sly grin. “That reminds me of a very important thing. It’s not enough to make you a woman on the outside. What’s on the inside— the proper attitude and appropriate class— matters even more.” Rarity rubs her front hooves upon her chest and lets her long, luscious mane drip over the counter.

“How the gosh-darn heck do women wear these blasted things?” you say, putting on a bit of an air as you lean off of the counter. Rarity nods at your choice of words as you breathe a small side of relief. It’s just a matter of balance. Be aware of where you are at all times. That’s the secret of heels.

“Your voice sounds marvelous as well, sweetheart,” Rarity remarks before hopping off of her chair. “Why, I dare say that you’ve acquired a soft, wandering sort of feminine hilt, noticeable in your every word.”

Your left hand reflexively rubs up your neck as you close your eyes, trying to focus as you rattle off part of the alphabet. You sound different to yourself as well— a moderate sort of feminization feeling about the same as taking three shots of tequila before getting a hard kick to the groin. You take the thought of all the feminine hormones seeping through your veins at every moment and shove it as deep into your subconscious as you can. You can still at least sort of feel your Adam’s apple, at least.

“You like the makeup?” Rarity asks, moving over behind you and sitting behind you right between your legs.

“Yes, yes, I love it,” you say, looking over at your reflection in the large mirror in the corner of the receptionist room of Rarity’s boutique. Eyes moving across your fancy, long dark brown wig to your subdued eyeliner and the delicate layers of makeup along your face, you can barely recognize yourself.

“All of it?” she asks with a wanting, almost hungry sounding voice.

Wow, this really means a lot to her. How many times and how many different ways can I say that ‘I love it’? You admire your wonderful  dark blue cotton tunic dress as your fingers rub up the sides. The lace trim sleeves seem to glow with this sensual allure that you love, and the smooth, calm color tones give the feeling of a midsummer night’s walk in the moonlight. “Rarity, I…” you begin, taking a gulp. “I really am so happy about it.” You make a deep, warm smile at the other, feminine you in the mirror.

“You look ‘happy’ in more ways than one, apparently,” Rarity quietly remarks, stepping a little bit closer behind you.

“Hey!” you exclaim, twisting your body around and turning several shades of red as you shove your shirt downward. Rarity slides a few inches away behind you away from your legs. “Eyes up here, sweetheart!” You scrunch your face as Rarity holds a hoof against her cheeks, trying her best not to burst out laughing.

“Well, darling, you’re taking to being a woman just fine,” Rarity replies. She stops for a moment, forcing down a torrent of snickers, and she locks eyes with you. Her warm expression already puts you at ease.

“Sure,” you meekly reply, running your right hand through your long, shimmering wig.

Rarity turns around, shifting her flanks as she moves in the seductive, teasing way that she has always used on you, and heads into a side room. “And your panties look absolutely lovely, my date,” she calls out as she ducks into a door.

You feel yourself turning as red as Big Mac for a moment. Rarity fumbles about off in the other room, and you sigh. You step over to the windows to her boutique as your hands straighten out your skirt a bit more. I have to admit it, and Rarity’s totally right. Panties feel a thousand times better than anything that they sell to stallions, human guys, and the like. You rub your right hand against the back of your dress and marvel at the intense comfort.

Rarity seems to be taking her time. You hardly care; you just gaze at the various ponies walking about one of Ponyville's big long streets. A tall brown unicorn ushers his two foals into a restaurant. Two short, stubby green and white mares take their time examining a set of dandelions while sitting in an old-looking wooden bench. The sun sets ever so slowly in the distance, providing such a wonderful scene like something out of a Renaissance painting.

“If only I could stay here forever,” you mutter. Twilight and several other official-ish ponies have insisted that you can’t for some horribly odd set of bio-chemical reasons, something about magical radiation eventually cooking your body like a hot pocket in a microwave, but you’ve never paid much attention to that. The various shops and homes along the street with their clean, neat roofs and picturesque chimneys standing atop the bright colored walls and fluffy shrubberies all look better than a dream. “But that wouldn’t be the main thing I’d stay here for…”

“The main thing of what, darling?” asks that familiar, soft voice from behind you. You turn around, and you smile from cheek to cheek. Rarity seems to absolutely shine like a celestial body. Golden stripes, thatches, and other shimmering pieces decorate all along her airy, flowing black dress -tinted dress. From her fancy necklace to her sparkling earrings and everything in between, she looks just like a figure from some glamorous Hollywood movie.

It finally hits you. She’s made herself up like a star and you like a moon. Her bright, glamorous gold and black colors complement your soothing dark blue auras in such a brilliant way. She wants to keep you around her, locked in her orbit with her adorable eyes always focused on you.

“What I’d stay here for,” you whisper, speaking so quietly that you can’t even hear yourself, and you hold out your right hand. She smiles for the umpteenth time as your fingers nudge over her hoof.

“We should go ahead and head out the door, Autumn,” Rarity says, “mustn’t be late.”

“Autumn?” you ask back as you lead her over to the door and push it completely open.

“Well, of course, I can’t use your real name at the lesbian ball,” Rarity replies, making a short, airy laugh. She slips her hoof out of your grasp as she steps out into the Ponyville streets. “In fact, they don’t even let males in there in the first place, regardless of race… or planet.” She makes a pretend punch at your direction as you follow her.

“No males,” you repeat. She simply nods her head for a second before leading you down towards the fancier part of Ponyville. You glance about at the various ponies on the other side of the cobblestones. A few of them give friendly waves while most simply treat you as part of the scenery. Well, at least I can take comfort in the fact that my cross-dressing cover seems pretty solid. And there’s nothing wrong with ‘Autumn’. It sounds like a folk rock singer-songwriter’s name or something, maybe.

“As I said before, Autumn,” Rarity says, taking in the amazing sunset as she walks, “they’ll be a short dance to some brilliant music. Refreshments will be served and some short, simple contests will be held. All you need to do is accompany me. You’ll hardly need to say much more than ‘hello’ and your name, I believe.”

“No males,” you repeat once again. A thick, sludge-like sensation starts to ripple up through your stomach. You anxiously feel your legs rubbing up closer together, your skirt hugging your body tightly.

“Yes?” Rarity seems oblivious to your inner tension. The small, cozy looking nightclub, surrounded with Romanesque columns and intricate geometric patterns on the walls, rises up ahead as you both walk.

“So, if I get found out,” you say, seeing Rarity point out the nightclub off in the distance, “I’ll have an army of bloodthirsty lesbians coming after me?” You think about your most sensitive parts of your male anatomy, tucked safely inside your pink and white striped panties but still highly vulnerable if somepony managed to sneak a peek.

“Oh, darling, please!” Rarity exclaims, turning around and facing you. “They’ll be extremely angry, no doubt, but one would hardly label them ‘bloodthirsty’ in said situation.” She slides her body over to the side and waves her mane around, a bemused expression going over her charming face. "We'll cross that bridge should we get there, alright?"

"Alight," you let out in a girly squeak. Rarity poises besides the large sign labeled 'The Mattachine Club' and gestures you inside. You close your eyes and feel your heart race, moving forwards like a toy solider at her command. You take a nervous gulp and straighten up your skirt.

"Welcome to the world of the feminine..."

To Be Continued…