My favorite two ponies are Rarity and Applejack, fyi. XD
This started out as a doodle to warm up, but I wound up coloring and not working on what I was supposed to.... ah well. I wanted to do something with the background but ... eh.
pfft if I colored the pillow baige it could have been Madam L'Flour. XD Then it would have been yuri art!
PS: Used a color ref created by *kefkafloyd