Rarity makes dresses for her friends for the upcoming Grand Galloping Gala, but they don't turn out to but what her friends expected. She strains herself catering to their demands, then learns her new dresses will be put on a fashion show.

When Rarity meets a famous fashion photographer, she realizes that this is her chance to promote her newest dresses, but her idea backfires when the pony is more interested in Fluttershy, whom Rarity chose to model her dresses. Both tell Twilight they aren't happy about this but don't want the other to know, and she is faced with a dilemma of keeping their secrets.

When Rarity asks Applejack to be a judge in a fashion show, Applejack learns that an opinion, however honest, can still be hurtful.