Alison Lewis and Rachel Antonoff started a lifelong partnership by sharing a closet when they lived together in the West Village, a bond that follows them to their third collection to date: Fall 2008.

As roommates both designers, (who now have their own apartments), immediately bonded over everything they liked as little girls-everything pretty, everything whimsical. The two scoured vintage shops incessantly until they decided to make their own clothes, chock full of empire-waists and ruffles and, well, anything pretty. "We had a big closet in the room and combined our clothing and shared dresses all the time," said Antonoff. "We bonded over time. We always had these ideas like wouldn't it be great to have a dress like this or imagine sleeves like that."

In the beginning, the designers contacted everyone they knew to get the word out, but word quickly got around with coverage in The New York Times, Nylon, Time Out New York, Elle, Daily Candy and more. "We first had to prove that what we were doing was real," said Lewis. "We lucked out in the press early on. That area was one of the easiest for us."

This season, Antonoff, a New Jersey native and Lewis, originally from Kansas City, Mo., return with their Fall 2008 collection, an evolution of their former selves-still pretty but not as "child like." Antonoff said, "It's an evolution, something new for us. It's definitely really different, less simple and less childlike. That's something that you'll hear when we talk about our earlier line, being child like. We were into the empire waist look, which is great, but we've moved on."

The collection premiered at grown-up venue The Hanger Bar (an East Village bar /boutique that stocks a full rack of clothes and shoes for sale alongside the stiff drinks), while A Midsummer's Night Dream (1935 version) flickered on a screen as a backdrop and a jukebox played on the opposite end of the bar.

Their inspiration for fall: factory skirts and uniforms, 60s, beehives, groovy prints, flappers-somehow it all sublimely meshed. "We're also always inspired by music," said Antonoff. "We don't pay much attention to what's going on in fashion. We want to make things that we want to wear. We look at some things like Japanese street fashion. It's stuff we wished we owned or stuff we're dying to wear and hope other girls will be dying to wear too."

Lewis added, "We're inspired by old factory uniforms," she said. "We always use, sleek, pretty things like bows, head pieces-pretty things. The line is also inspired by the 60s. Everyone likes the 60s. Fashion repeats itself. It's kind of interesting to have that 60s vibe. I just read a book on Flappers, the history of flappers and the women's movement, which was also inspiring."

The following make up the new collection: -Nurse: a black tie-front dress with pink and green stripes and bloomers -Salvation: mint and white three-quartered sleeve tent dress with black grosgrain - Cherry: black dress with straps and pleats - Trapeze: black, cream and mint panel dress with bow - Stephanie Ann: purple and cream print mini dress with ruffles - Bow: black, patterned empire mini dress with bow - Ricky: knit dress with cream collar and purple skirt - Tony top with Cherry skirt: floral knit top with blue trim and black pleated miniskirt

Models were propped like mannequins out of a peep show in the 20s meet the 60s cinema. Sublimely, the 60s-coiffed beauties weren't professional models but actors, writers, and filmmakers: all New York City women who inspire the designers. "Our friends inspire us" said Antonoff. "We wanted a happy event and wanted them to have fun and just be around our friends. I know it's a cliche, but its fun to use real people especially people who do different things."

"Instead of using models, we are using New York girls who inspire us," said Lewis. "We have a wide range from Alia Shawkat (Arrested Development), Lauren Pritchard (Spring Awakening), also some girls from bands, a magazine editor, a photographer, another designer."

Models included: Alia Shawkat (actress Arrested Development) as a Trapeze Lauren Pritchard (actress, Spring Awakening) in Cherry April Long (editor, Nylon magazine) as the Nurse Eviana Hartman (writer) donned in Salvation Carissa Ackerman (designer, Mandate of Heaven) wore Stephanie Ann Alexandra Gershman (photographer) in Bow Jess Gonyea (musician, Office) dressed in the Tony top with Cherry skirt

Mooka Kinney will be available are a number of boutiques on the East and West coast as well as Barneys, including one in Japan.

Check out the Mooka Kinney website, for updates and images of the latest line.