Love Shadowed by Adoration

by soothsayer

Rating: teen
Tags: Main 6, My Little Pony: Friendship is Magic, Spike, Rainbow Dash, Comedy, Rarity, Romance, Sex, Discord
Length: 10905

Spike finds himself miserable while working in Canterlot. While trying to forget his broken heart he mutters wish upon a falling star. Discord overhears the wish and decides to have a little fun.

Spike has always wanted to be a pony. It's a secret he as kept since his early childhood. After a fight with Rarity the little dragon says his wish aloud. And a certain chaotic being overhears and decides that Spike is need of a change. The best thing about it is there is no way Discord cannot enjoy the transformation.

Undergoing an edit. Sorry for the inconvenience.

Published 2013-11-05 18:50:04 UTC
Last updated 2013-11-06 19:25:15 UTC

One

A twitching eye added to his building frustration. Between the endless sound of hollow clacking that cycled on a loop in his head and the emptiness he felt from being away from home, Spike was miserable. This trip wasn't supposed to be relaxing but it wasn't supposed to be so irritating either. Laying there in his bed Spike was starting to consider just suffocating himself with his pillow.

Moonbeams casted shadows across the room. When he was little he remembered thinking that shadows were monsters but now he wished they were as all of them seemed to take the shape of the subject of his pain, Rarity. He wondered why the world seemed to mock him as he turned over and peeped out his window.

The night sky was marvelously decorated with millions of stars that seared little holes in the velvet blackness of the night. Each star seemed to be a diamond interwoven into the nights dress and the moon sat has the headpiece of the nights crown.

"Diamonds," he muttered as flopped back down onto his bed. Reaching for his pillow he covered his grimacing face and let out a sigh, "Why does it always have to diamonds." Throwing his pillow to the floor he let out a groan.

"I can't keep doing this to myself," raising up he looked out the window again. Trying to get Rarity off of his mind his eyes wondered again to the stars. He started to name off the constellations he recognized,

"Ursa Major, Ursa Minor, Capricorn, Canis Major, Canis minor, Libra, Scorpio..." Many of the constellations had stories behind them like Pegasus whose name was adopted by a winged pony tribe as their name. Of all the constellations there wasn't one that told the story of what he truly wanted. With a hollow thump his head struck the glass window. This was his life, he was forever separated from everything and everypony else. It seemed that all he would ever be was an observer.

"Why couldn't I have been born a pony," laying back in his bed he closed his eyes.

"What and be another boring face in the herd," said a voice off to his left. A jolt of electricity shot down Spikes spine as he recognized the voice. Jumping to his feet Spike balled his fist prepared for anything the trickster could have planned.

A disembodied set of eyes floated just out of striking distance shinning in glee,

"Ha! Your courage is admirable but I'm not here to fight, little dragon," a light fixture materialized above the floating eyes. A clawed hand joined the eyes in their ghostly state and reached up to flick on the light, "I'm here to shed some light on the situation."

Spike threw up a hand to block the sudden intrusion of light into the dark room. Pupils shrank and howled out in pain at the brightness.

"Argh! What do you want Discord?", hissed Spike as he raised his free hand with it still clenched into a little green fist.

The rest of Discords body oozed out from his eyes and hand until Discord was standing in his entirety in the middle of the room. A wide smile crossed his lips as he saw how unnerved the little Drake was had become at his intrusion.

"I want what everypony wants," throwing his hands wide he shouted, "EVERYTHING!"

Dropping his clawed hand from shielding his eyes Spike gave the Draconequus a flat look, "Well go and get it someplace else."

Pouting Discords shoulders drooped, "And here I thought we were friends, Spikey Wikey."

Smoke billowed out from Spike nose as he raised his a claw and pointed at Discord and he roared, "DON'T CALL ME THAT!"

His pout was replaced with a cocky grin as he brought his finger tips together,

"Struck a nerve have I."

"Get out Discord." said Spike as he started to shake in anger.

Frowning he slithered to the door. Just before he crossed the threshold he looked over his shoulder at the fuming drake,

"And I was just about to offer you a deal of a life time. Such a pity."

As much as he tried to deny it the dragon had like all dragons had a deep-seated greed that burned like a roaring fire. On top of that it was no secret that the dragon loved to haggle and deal. Discords words at the very least piped his interest,

"Wait!"

With a snap of his fingers Discord returned to the center of the room, with an ear shattering pop. After removing his hands from his ears Spike noticed the devilish glint in his advisories eyes. It was the same look that Applejack would wear like a mask when she was at her apple stall. Discord had a product or service and Spike was looking to buy.

"So you will hear me out?"

Nodding yes the trickster gave the dragon a half smile.

"Do you really want to be...," Shaking his head Discord finished, "I can't believe I'm saying this, a pony?"

Lowering his head and his gaze Spike started to twiddle his thumbs nervously, he hadn't even admitted that fantasy to even Twilight and he was about to say it loud to Discord of all creatures.

"Uh, yes."

Shooting toward Spike Discord coiled around the dragon and looked him over. He turned the drakes head side to side while griping the little dragons chin. Spike set his jaw firmly and gave the freak show who was acting like someponies aunt as he pinched his cheek a cold look.

"I think I can work with what you have to strut," was all he offered the dragon as he slunk back to his place.

Rubbing his now sore cheek Spike raised an eyebrow.

"So Spike do you want to be an earth pony, a pegasus, or a unicorn?"

He couldn't believe it Discord was actually offering him a chance to live out one of his fantasies but he thought, there has to be a catch.

"I don't want to look a gift horse in the mouth, but I have to know why?"

"I knew you would get around to wandering why a ex-ruler of Equestria famed as being contrary and manipulative would be so generous. To be honest its because I'm bored. But that isn't my only reason." He answered as he summoned an chair to sit on.

"What are your other reasons?" asked Spike wanting to know all the details.

Smiling Discord looked over the dragon,

"I'll show you mine if you show me yours."

A blush flooded Spikes cheeks,

"I want to do this for a mare, ok."

"Bwha ha ha ha!" let out Discord as he threw his head back in a haughty laugh. After wiping a tear that fell from his eye he gave the dragon his best d'aww face. Spike stiffened up and curled his fingers into fist at his side.

"Ok, I told you mine now you tell me yours!" Spat Spike.

"Well if it wasn't for you spitting up all those letters Twilight wouldn't have broken free of my spell and I would be ruling Equestria to this day. The only way that could have happed was through you. On the other hand if you hadn't done what you did I wouldn't have been encased in stone and later freed to come to understand how joyous having a friend can be. So if you go through with this transformation and the mare still rejects you then you will be crushed. I would very much like to see you suffer for your hoof in defeating me. On the other hoof if she accepts you and you get to have the romance you dream of; it would be like me thanking you for helping me to discover the magic of friendship. Either way I win!" Said Discord as illusionary coins fell behind him making him look like he was a jackpot winner in Las Pegasus.

Placing a claw to his chin Spike thought it over.

"Well what will it be, little Spike? Earth pony, pegasi, or unicorn?" said Discord with an eager grin.

After trying out each form Spike had settled on being a pegasus mostly because with his wings he could still write somewhat with the wing tips like he had with his claws. Looking in the mirror he admired his new form. He was a purple coated stallion with a longish curly mane that made his head look like it was on fire, that is if fire was an acidic green. Discord was even nice enough to make him into an adult stallion. Spike figured he was about Rainbow Dash's age.

"Do you like your new form Spike?" asked Discord as he floated lazily about the room.

"Do I ever!" said Spike as he reached up and rubbed a hoof across his soft warm coat. He then preceded to run around the room savoring every clop of his hooves. What he didn't expect was that walking on four hooves instead of two was awkward at best as he tripped over his own feet and plowed head first into the floor.

"Bwah ha ha ha!" snorted Discord again.

Pulling himself up from the floor he shot Discord a hard look.

"You have got wings too you know," Discord said as he teleported to the other side of the pegasus. Taking hold of a wing he pulled it out to its full length and admired his handy work. Snapping his wing back to his side Spike again gave him a hard look. Rolling his eyes Discord stepped back to give Spike some room.

Spike unfurled his wings and flexed the little muscles underneath thier feathery mantle. He watched as he pulled the feathers downward and then upward. He drew his primaries in curling the wings at their tips. After he got confidents with the feeling of his wings he began to flap. Wind gushed out from where he was standing making Discord goatee billow out away from the demigod. Lifting off the ground Spike let out a Squee. After hovering there for a few moments he started to experience lactic acid build up in his wings and shoulders as the muscles began to burn. Touching down he panted at the effort he had just put his body through in just trying to fly.

"I didn't... huff... think flying was going to... huff... that hard." heaved Spike as he tried to catch his breath.

"I'm afraid that magic is no substitute for exercise. If it was there would be many more unicorn body builders," said Discord in a matter of a fact tone, "Are you done playing around?"

"Yes."

"Good. Now lets go over the ground rules of this game." added Discord as he matched Spikes smile.

Shaking his head in disbelieve he shot Discord a confused look,

"Rules? Game?"

Discords Smile stretched wider,

"Yes rules and game."

Gulping Spike accepted his fate.

"The rules are simple." answered Discord as he took on the appearance of a referee. "There is only one rule, Spike. You cannot under any circumstance tell nopony who you really are. If you break that rule you will turn return to your normal dragon form."

"ugh!" groaned Spike as he dropped his head.

Landing Discord trotted up to Spike and lifted his chin with a claw,

"What's wrong Spike is the rule to difficult for you to comprehend."

Spike pulled away and walked back over to the mirror. Looking at himself he tried to smile but the thought of lying to his friend coupled with the fact that he would be going into a possible relationship with Rarity cold made his inside start to knot up.

"So I can't be me I have to be somepony else and I have to walk into Ponyville like I don't know anypony." he said more to himself than to Discord.

"Precisely," Discord walked over to Spike and places his mismatched hands on the pegasi's shoulders, "Don't worry about explaining your absence to the Princesses or to you friends in Ponyville I'll handle that but I want you on the next train to Ponyville."

Spike looked up and gave Discord a horrified expression,

"Tonight!"

Discord laughed and then said,

"Tonight."

Running over to his dresser he started to lay all the stuff he wanted to take out on his bed. Discord facepalmed,

"The last train for Ponyville leaves in four minuets Spike so tell me what you need so you can be one your way."

Turning toward Discord his face looked void as if he didn't understand the question,

"Uh... what was that?"

"WHAT DO YOU NEED!" yelled Discord in frustration.

"Oh, I need my bit bag. Some writing material. A bedroll because I doubt I'll get a hotel room tonight. A book to read on the train. An awesome fedora because I want to look cool. Saddle bags to put all this junk in and since I can't fly to well I thought I would wrap my wing and pretend like I'm injured so that way no pegasus will call me on my lack of flying ability." trailed on Spike.

Raising his hand Discord Snapped his fingers,

"Done. Now hold on to your hat because its going to be a bumpy ride." he said just before he snapped his fingers again.

Bones and skin twisted into a vortex of flesh and Spike whirled through the little wormhole that Discord had created. He had teleported with Twilight many time before but this was different. This made him feel like he was made of jelly and the constant spinning made him feel queasy. At the end of the tunnel he could see a spinning table and just before h could make out what it was he was standing in front of the ticket booth looking green around the gills.

The Ticket salespony fell out of her seat in shock as the pegasus materialized in front of her. She crashed to the floor and didn't immediately get up. Spike thanked Celestia for the spook he gave the mare because in scaring her she didn't have to see him hurl. After emptying his stomach he looked up to see the mare had scrambled back into her chair with her mane looking like a rats nest.

"Uh excuse me sir! Are you here to buy a ticket." She grumbled.

Wiping the vomit off his face Spike nodded yes.

"ALL ABOARD!" yelled a Conductor.

Spike didn't pay the conductor no never mind,

"One ticket to Ponyville please."

She accepted his payment and then pointed at the now moving train.

"If you want to get to Ponyville you better catch that train."

His eyes went wide and he froze for a moment as he watch the train start to pull away from the platform.

"GET GOING!" yelled the ticket mare.

He didn't need to be told twice and he was off to catch his train. Racing alongside the train he honed in on the entry way. The wooded platform gave way to gravel as he pumped his legs underneath him. Watching in horror as the train started to pull away he started to pick up his pace.

Inside the train the pegasi's antics had caught the attention of one of the passengers. The white and purple unicorn stared out the window at the frantic face of the pony trying to catch the train. She felt for the young stallion so she decided to help him out. A blue glow enveloped her horn and the pegasus winked out. He fell into a heap on the sleeper cars floor. Clapping rang in his ears as the mare clapped her hooves in excitement because her quick spell work had worked with out any ill effects. The other occupant of the room didn't even look up from his paper.

The world was spinning again. Looking through tired eyes he watched the white and purple mare approach him and just before he passed out he said one word,

"Rarity?"

Two

"Ugh..." moaned Spike as he shifted in what he assumed to be a bed.

"Don't move too much sir" said the white and purple unicorn who was hovering over him with a worried look in her eyes. She wasn't Rarity. The white coated Unicorn had a mane cut very similar to Twilights and her mane was striped white and purple. Her blue eyes were soft and warm. He knew this mare and he was silently happy that she was the one caring for him.

"Mrs. Velvet," he muttered his voice still peppery and hoarse from vomiting earlier. His breath crashed into her face and it twisted into one of disgust but that was over shadowed by the look of surprise that took the stage.

"Who are you and how do you know me?"

The gears in Spikes head went into overdrive as he tried to come up with a logical reason for how he knew her. The muscles in his face and neck became taut as he started to go into full out panic mode. It came to him in flash of insight.

"You don't know me but I know your Mrs. Velvet," Spike raised up in the bed holding a hoof to his head, "You are one of my favorite authors."

Blushing she backed away, "I'm not all that great."

"Not all that great!" he said as he dropped to his hooves, "For the age demographic you write for you are one of the best." Spotting his saddle bags he walked over to it and started to pull out a book. Just before it came free of the bag he noticed the cover, "Penthorse Magazine". Pushing it back down in his bags he curse Discord for giving him something like that as reading material. Hoping his blush would be taken as a blush of embarrassment he turned back to Twilight Velvet.

"Well it seems I am away from home with out one of my favorite books. Oh well." Velvet blinked at him in confusion. "Look ma'am, I love your books especially the second one about the love triangle between the main character Belle Swanlake, the werepony Corncob Black , and the love of her life the vanpony, Ward Sullen."

Velvet glowed at the compliment on her works. She wasn't the type the liked to do public appearances but when a lone fan spotted her and told her how much they enjoyed her books she always felt like that alone was more than worth it.

"I don't know what to say."

"Don't say anything, please," said Spike with a smile, "Oh, and thanks for helping me get on the train."

"I only did what anypony would do," Said Velvet with a smile.

The sound of paper crumbling caught Spikes attention so he turned to the only other pony in the room. The dark blue stallion was folding his newspaper and had cast a wary eye on him,

"I'm glad you are a fan of my wife's works but you still haven't answered her other question," Leaning forward the stallion raised an eye brow, "Who are you?"

Sweat poured off of Spike brow as he wracked his brain for a good alias. I'm an author too. I may not be as highly esteemed as Twilight Velvet but I am an author. I can use my pen name. Yeah, and acting as my alter ego I can generate some publicity for my works.

"My name is Valiant Ballad!" he said with a bow. "And it is an honor to meet the esteemed writer Twilight Velvet and her husband Dr. Night Light Sparkle."

Velvet looked at Valiant with a hint of recognition in her eyes. She had heard that name before but she couldn't place it. Night's face took on a rosy glow. He knew Valiant works intimately but he couldn't just blab about his secret indulgence. Valiant was a writer. Valiant had written two of the best love stories ever written and the real kicker was that they were stories that a stallion could relate too. But romance novels were romance novels and a stallion would have to be a fool to admit publicly that he liked them.

"Oh!" shouted Velvet as she recognized the name, "You're a romance author. Yes that's it. You write those books that my husband doesn't like me knowing that he reads."

Night sunk in his seat and turned to look out the window. If the lights were out at that very moment Night Light would have done a very good impression of his name sake.

Valiant-Spike turned to look at the blushing beast. After pawing the floor he had to ask, "What do you think of my novels, Dr. Night?"

He didn't want to be there. This was far to embarrassing than anything he had ever been subject to before. This was even worse than the time a lady bug landed on the observatories telescopic lenses and he thought it was a asteroid. That was bad. He freaked out and started yelling the end was near. But this was infinitely worse.

"I... um... I thought they were," he muttered. Screw it. "The way you portray your male characters is nothing short of fantastic. So many authors portray stallions as sex objects with emotionally shallow personalities but you make them so deep and complex. They aren't looking for some mare to please they are looking for a mare to compliment their personalities. They are looking for a soul mate. And in todays fast pace world it so refreshing to see a romance bloom over time," he stammered on.

Valiant beamed proudly.

"So, Mr. Ballad where are you headed?" asked Velvet as she took a seat.

"Ponyville actually." he answered as he tried to stifle a yawn.

"Us too," replied Velvet excitedly as her eyes fell on her husband, "Were going to visit our daughter, Twilight Sparkle."

"Twilight Sparkle as in Princess Twilight Sparkle!" Spike feigned excitement.

"Yes!" squealed Velvet, "You know you seem to be my daughters type maybe I could introduce you."

"Type?" repeated Valiant.

"Yes, as in you're what she tells me she is looking for in a stallion."

His eyes drew back to the size of pin pricks. This was something he hadn't thought about. As a stallion he might have to face the advances of mares other that Rarity. He gagged at the thought of Twilight flirting with him. That would just be weird. He had to change the subject,

"I'll think about it but for now I'm tried so I'll bid you goodnight." he said as he walked towards the door.

"Goodnight and nice to meet you," the couple said in unison. He quickly found his seat and no sooner than his plot hit it he was out like a light.

After saying goodbye to the Sparkles he headed out to Ponyville's only hotel, The Hayloft. The name didn't do the grand sized hotel any justice. The only thing about the hotel that even hinted at a rustic origin was that it was stylized after a barn. A five story barn complete with red paint and white trim. After passing through the buildings double stable doors he walked up to the reception counter. The blue eyed hotel clerk gave him a big smile as he approached,

"Welcome Ponyville, Stranger!"

"Thank you, Mat...ma'am." Valiant stammered.

The donkey blinked at him and then gave him a half smile,

"I'm sorry sir but with the Running of the Leaves tomorrow we are already booked,"

"Already booked!" shrilled Valiant.

"Again I'm sorry about not having a room for you," she apologized.

"Its alright," I've got a bed roll I'll just find a nice quiet spot to bed down for tonight. I'm sure after the running of the leaves something will open up." he grumbled.

"No Sir!" she almost shouted.

Shocked by her sudden outburst he gave her a wide eyed look.

"I will not have a gentlecolt like yourself roughing it when I have a perfectly good sofa for you to sleep on," she said as she approached him.

Raising a hoof Valiant shook a hoof at her, "I can't do that. My honor will not allow me to take advantage of your hospitality."

"Nonsense, sugar-hoof. Come on and you follow your aunty Matilda. I was just about to leave anyway." she said as she made for the door.

"Wait! What about the hotel?"

"Don't you wore about a thing, sugar plum. I got me a fine young mare sitting in the back room named Amethysts Star who can wait on any of our patrons if they come a calling." As if on cue a light purple coated unicorn walked out of the room behind the counter with sleepy eyes.

"Aren't you gone yet, Mrs. Matilda?" she yawned. Her eyes fell on the purple pegasus and her entire demeanor changed. After playing with her hair she batted her eyelashes at Valiant,

"Who are you and why haven't we met," she said in a husky voice.

Blushing Valiant raised a hoof and started to scratch the back of his head.

"Yes dear," Matilda said as she turned to the pegasus, "I don't believe I caught your name."

"Uh... my name is s... Sir Valiant Ballad." I muttered.

"Oh my gosh!" squealed Amethysts, "He's a knight!" Jumping over the table she ran toward Spike and held out a hoof, "My name is Miss Amethysts Star. And I am delighted to meet you." He looked down and then back up. Irritation crept into the unicorns face,

"Ahem."

Oh right! I'm supposed to kiss her hoof. Duh that is totally what a knight would do. Taking her hoof in his he planted a gentle kiss it and gave her a confident smile,

"Charmed, I'm sure!" he said as he released her hoof. Blushing profusely she ran back to the counter and back into the room with a squee.

Sighing he turned to Matilda who also had her hoof held up. This is going to be much tougher than I thought. And I haven't even gotten to meeting the girls yet. ugh.. .

After going through the ritual with Matilda she showed him to her place. And after a once over with her husband, a middle aged donkey named Cranky Doodle, a much needed shower and teeth scrubbing he was finally on the aforementioned couch trying to get to sleep.

His host got him up fairly early for some breakfast. How and why anypony could get up and function before eight was beyond him. This fact made worse by him not getting to sleep until after two. They fixed a delightful breakfast and allowed him to leave.

Ponyville was busy. The fall air was cool and all of the ponies were out too enjoy the beautiful weather. Most of the towns residence were gear up for the midday run that was the annual Running of the Leaves. Spike didn't want to have anything to do with the even. After talking to Matilda he quickly deduced that staying in the hotel for any amount of time was going to be more than he could afford so he was doing the only logical thing, job and house hunting.

He was talking with Mr. Davenport about a job opening when a bouncy pink mare was walking down the street towards them. The sight of her caused him to loose track of the conversation with the brown coated stallion. Ok, Spike play it cool. All she will do is walk up too you and introduce herself and act generally Pinkie'ish. You can do this! Pinkie Pie walked passed the purple pegasus without even looking at him. Spike's mouth dropped open. Since when did Pinkie not get exited at the prospect of meeting a new pony.

"Excuse me Mr. Ballad were you even listening to me?" said Mr. Davenport sternly as he poked Spike in the chest.

The sudden touch broke Valient from his inner dialogue and he looked back to the proprietor of Quills and Sofas.

"Uh... he... he.. what did you say?"

The earth pony closed his eyes and shook his head,

"I don't need somepony like you, sir. I'm sure you're a fine stallion but I can't have a stallion who gets googly eyed every time he sees a mare with a nice plot. So I wish you the best of luck on your job hunt. Good day!" he said as he walked back into his shop.

"Wait I can expl-" Valliant's plea was cut short as the door was slammed behind the earth pony. This is just great. The only job opening on the bulletin board and I fail the interview because I got distracted by Pinkie not acting like Pinkie. With the job hunting a bust he decided to move on to his next order of business.

The mayors office was more or less empty. Most of the ponies who worked in the town hall were off to run or administer the race. Thankfully the mare who ran the housing authority wasn't one of them. The mare was had an orangish coat and tall red mane.

"Can I help you?" she asked flatly.

She didn't look like she enjoyed being there so Valiant decided to be quick about it,

"I'm looking for someplace to stay for a while. I'll take anything as long as its cheep."

Leaving the table she walled over to the large filing cabinet behind her and started too look through the files.

"We have many residences who are looking for a roommate. Would you be ok with sharing a home with somepony else?"

Sitting down Spike thought about it for a moment,

"That would be fine," he answered a short time later.

The mare pulled out a hoof-full of files and returned to her desk. Her stiff motions almost looked mechanical as she sifted through the files.

"Usually we like to pair roommates up that are the same gender. It's less awkward than having a mix gendered house and it doesn't cause as many problems. But if you haven't noticed the stallion to mare ration is very disproportionate here in Ponyville so exceptions have to be made. Are you ok with having a mare as a roommate?" she droned on.

"Ma'am I was raised in a house hold with only mares. So, having mare as a roommate is not only fine its great." answered Valiant with a smile.

"Ok, well look through these files and see if any place or pony jumps out at you," added the bureaucrat.

After scooping up the files he started to look them over. About three files in he came across a file that was more shocking than anything. No way! This is perfect. If I can befriend her in this form. I can do anything. .

"I think I found a prospect!" he said as he handed the file over to the mare. She looked it over and then looked back at him.

"We have sent three different ponies to her and she sent them all back. She is a very hard case are you sure you wouldn't like to try somepony else?"

"Nope, I've made up my mind," he said with surety.

"Ok, then! Take these documents with you and get her to sign off on them and then return them here with in the week," she said holding out the documents.

Valiant scooped up the documents and made a bee line for the door.

"Oh and sir!" the mare said catching the pegasus before he left.

"Good luck!"

Valiant made haste and soon found himself outside of the mares house. It was a beautiful little cottage just off the beaten path. The mare inside had meticulously tended to the little flower and produce garden that bordered the house on three sides. Walking up the door he knocked three times. Several bumps and thumps came from somewhere inside and the door slowly opened.

A cute little face peaked from around the door. The pink manned mare looked to be trying her best at giving him a polite smile but it seemed manufactured. Above her hung the head of Discord. Recognizing the purple pegasus his lips curled into a outrageous grin.

"Fluttershy we seem to have a guest!"

Three

The mare hid behind her long mane trying to not make eye contact with the purple Pegasus, but she couldn't just leave him there with out saying something.

"Hello... what can I do for you?" she asked, barely above a whisper.

"I was sent here by the housing authority to ask if you were still looking for a roommate," said Valiant, lowly trying his best not to sound intimidating.

The air held a tenseness that was as unyielding as stone as the three creatures all held their tongues. The smell of all the animas that Fluttershy kept wafted out from the cottage and invaded Valliant's nose. It was a musky odor that took some getting used to, but it wasn't too strong because the mare spent so much time caring for her home and all its occupants. It was a constant reminder of her career choice.

"Yes, I'm still looking for a roommate, but I don't have the time right now. Could you maybe come back later?" she said as she turned to head back inside.

Discord smile grew exponentially as the hope died in the purple Pegasus's eyes. Valiant sighed and then started to walk away but something stopped him. There was something more he had to say. Turning back to the door he gave Discord a hard look and then he plastered on his face a warm smile.

"Ma'am, I don't want to bother you or anything I just wanted to know if you would give me a chance to be your roommate. You don't have to say yes; but I would very much like it if you did." He finished as a rabbit hopped into the door way. The rabbit looked the pegasus over and raised his eyebrow.

"Hey there little guy," said Valiant in sweet tone. Angle gave him a look, that said go to hell, before he headed back inside. Discord meanwhile was doing his very best not to laugh as he covered his mouth with his lion like paw.

Fluttershy returned and actually looked at the pegasus who was asking to be her roommate. His eyes glittered like twin emeralds and he didn't look the least bit intimating. His soft features and his entire demeanor didn't really strike her as a pony who would initially try to hurt someponies feelings. She also noticed that he had a wing wrapped up like it was hurt,

"I would like to ask, I mean, if it would be ok, if I asked what happened to your wing."

Discord pursed his lips as he watched his partner in crime start to sweat bullets. Spike wasn't one who was good at lying and the draconequus wanted to see him fail even this simple task.

Looking back at the bandaged wing he tried his best to act like even asking about it hurt. He then sat down and gazed at Fluttershy out of one eye.

"I'm not that good of a flyer. And I'm sort of a bad excuse for a pegasus, I guess. I was flying home after work one day when some kids ran into me. Long story short I fell and broke my wing. It so embarrassing being a pegasus that can't really fly well," he was doing his best trying to on play her sympathies.

"Oh you poor dear," gasped Fluttershy. Discords eyes looked like they were about to pop out of his skull as he watched Fluttershy step forward and wrap the false pegasus in a hug.

"You don't have to be sad. Just because you can't fly very well doesn't make you any less of a pegasi or a pony," she said before she let him go and sat beside him.

Valiant sniffed and looked her way,

"Thank you ma'am I really needed that. And by the way my name is Valiant Ballad."

A flat look crossed Fluttershy's face and Discord raised an eyebrow.

"You said your name was Valiant Ballad?" asked Discord.

Valiant looked up at him and gave him a wink. Discord felt something welling up inside him as he realized that Spike was a shrewd player who had just as many wild cards hidden up his sleeves as the demigod himself had.

"Valiant Ballad as in the writer Valiant Ballad?" Fluttershy and Discord said in unison.

Puffing his chest out Valiant gave them both a confident smile,

"The one and only!"

Fluttershy came completely out of her shell,

"My name is Fluttershy and I love your books!"

He was ushered into her cottage and introduced to all of her animal friends. Discord tried to play nice but things were not boding well with him. So far Spike was playing the game better than he had anticipated. So he decided to let the little scale brain enjoy his win.

"I hate to leave so early but I was just telling Fluttershy that I was leaving for the griffon kingdom with a friend of mine and won't be back for awhile. So it was very nice meeting you." Discord said with practiced grace to Valiant. Turning to Fluttershy he ran his clawed hand through her mane and smiled.

"I'll miss you my dear, Fluttershy. Arrivederci!" he said before he snapped his fingers and disappeared.

Valiant and Fluttershy enjoyed a cup of tea and then headed out together to watch the Running of the Leaves. As they strolled toward their destination Fluttershy looked over at the purple pegasus who was now wearing the fedora and said,

"I still haven't decided, if that's ok with you, about weather or not I would like you to be my roommate."

Valiant tipped his hat with his unbound wing,

"Don't worry Fluttershy. I'm not in any rush so take as much time as you need."

"Well I wanted to get my friends opinion of you before I decided," hiding again behind her mane she looked like she was worried he was going to say something mean, "If that's ok."

Wow Fluttershy is acting so much more out going. Is it because I'm an attractive stallion or does she feel sorry for me. Or is it that she actually likes my writing. The two kept their pace and soon they could make out the crowds gathering for the race. They made small talk as the approached the starting line. Spike spotted Pinkie floating high above the ground in a hot air balloon.

"WELCOME EVERYPONY TO THE ANNUAL RUNNING OF THE LEAVES! PINKIE PIE HERE TO... OH LOOK I CAN SEE MY HOUSE FROM HERE!" shouted Pinkie from her loudspeaker.

Spike-Valiant looked around trying to spot Rarity but he couldn't see her any where, he did however spot Sweetie Belle and her friends Scootaloo and Apple Bloom. He started to walk over to her to ask where Rarity was but he stopped when he remembered he wasn't the dragon Spike. He was the pegasus Valiant. And a stranger walking up to a little filly could be seen as well, creepy.

"Hey!" Yelled out a voice off to his right. He turned to see a cyan mare with a rainbow mane walking straight towards him. Raising a hoof to his chest he tried to confirm that Rainbow Dash was indeed talking to him

"Yeah you in the hat," Added Dash as she waved for him to come over. Dash was standing beside Fluttershy who was wearing a deep blush.

"Flutters tells me that you new around town and that you want to be her roommate. Is that true?" she asked with bravado.

She watched him nod yes after which she gave Valiant a hard look,

"You're just looking for a roommate right. Your not looking to take of advantage of Fluttershy are you. Because if you are I want you to know that I will buck your teeth out. Oh, and if you don't already know I am Rainbow Dash. The fastest flyer in Equestria and future Wonderbolt. I'll chase you to the ends of the world if you hurt her."

"Look I'm not here to hurt her feelings. She wanted to ask her friends what they thought about me before she decided on letting me be her roommate or not. Oh and I believe that you are the fastest flyer in Equestria." Said Valiant before letting a sly smile cross his lips, "Fastest flyer not fastest runner."

The cocky grin that had formed on her face after being called the fastest flyer was quickly knocked aside as the purple pegasus said she wasn't also the fast runner.

"Oh, so you think you can out run me!" she spat. Her reputation was only the line. Fluttershy flashed Valiant a frightened and confused look. He didn't seem like the type of pony that would more or less challenge her oldest friend to a race.

"Then prove it!" said Dash as she pointed to the races sign up booth. "Better do it fast before the race starts. You've only got three minuets."

Valiant looked back at Fluttershy who was shaking her head no. But he knew that he all had to do for Fluttershy was be nice but Rainbow Dash was a totally different animal. He ran over to the booth and furiously scribbled down his name. He gave the mare, a gray mare with the most beautiful golden eyes, who was running the booth a wide smile and rushed to the starting line.

Squeezing his way between Rainbow Dash and another pony who he knew was named Lyra he flashed a cocky smile at Dash. The orange earth pony on the other side of Dash looked his way.

"Hey Rainbow!" she asked.

"What is it AJ?"

"Who is that stallion beside you?"

"Some blabber mouth who thinks he can beat me in a race." she said as if it was a joke.

There conversation was cut short as Pinkie's voice blasted from above them.

"ON YOUR MARKS! GET SET! NO!" she yelled. More than half the contestants bolted from the line thinking that she said go, including Dash and Applejack.

"BWHA HA HA!" roared Pinkie from above, "I DIDN"T SAY GO I SAID NO YOU SILLY FILLIES!"

She got a mixed reaction from the crowd a little less than half were grumbling at pranking party pony the other half were roaring with laughter. The contestants that left the line returned and Valiant could see that Dash and AJ were among the contestants that were laughing at Pinkie's prank. The set up again and this time Pinkie did it straight,

"GO!"

The sound of hooves striking the ground filled the air with a thunderous sound. Out of force of habit Valiant rose to his hind legs and started to run as fast as he could. Lyra who was now behind him looked on in amazement. Dash looked up at the stallion who was matching her pace while running on his hind legs and just about lost it. His tongue hung out of his mouth and his belly stuck out. He looked like a bear on a treadmill, she thought as she tried not to laugh. AJ on the other hoof just found it plan weird. After another couple of yards the pain in his back forced him to drop down onto all fours. The change in posture cost him his position as Dash raced past him.

The bulk of the racers rounded the first major turn of the race and started to slow down. Three however kept pumping their little legs trying their hardest to win.

"WELL FOLKS LOOKS LIKE WE HAVE ANOTHER APPLEDASH, OOOH THAT WOULD SO MAKE A GREAT NAME FOR A CAKE. THEY'RE NECK AND NECK, AND WHAT THE HECK TO WE HAVE HERE! THEY ARE BEING CLOSELY FOLLOWED BY ANOTHER COMPETITOR! WHY IS IT CALLED A COMPETITION WHEN THERE ARE NO PETS INVOLVED!" rambled pinkie.

"It's a good thing you like to look at my plot because that's all your gonna see from here on out, featherbrain!" shouted AJ as she pulled ahead.

"No way farm pony! I think you should just quit while your ahead." retorted Dash as she tried to catch up.

Valiant pushed himself harder than he had ever done in his life and he was gaining. Above him Discord flew completely invisible waiting for just the right moment. Dash looked over her shoulder to see that the big mouth had almost caught up to her. She shot forward trying to outpace him. Valiant reached out and pulled the earth towards him as he passed Dash and set his eyes on AJ. He raced up along side her giving her a smile as he matched her step for step.

Discord reached out his invisible feathered wing and ran it across AJ's cutie mark. He watched her squirm in embarrassment and then he flew up out of harms way. This was going to be interesting. A blush flooded the farm ponies cheeks as she realized what the purple pegasus had done. And even though horse play wasn't considered sportspony like, she threw caution to the wind and rammed the pegasus in the side.

Valiant struggled to keep his footing, losing precious ground in the process. He watched Dash pass him and then he noticed that two other racers had caught up. Cheerilee and Lyra also passed him by. Just as he found his cadence he looked over to see Caramel, who had come out of nowhere. Caramel flashed him a smile and then said,

"Come on, bud! We can't let these mares win."

Returning the smile he and Caramel raced forward.

"Hey if we work together we have a good chance to win this race!" yelled Caramel.

Looking over at him Valiant heart felt like it was about to explode,

"How?"

"Have you heard of Drafting?" Caramel asked between breaths.

Valiant nodded yes and the two racers became one eight legged racing machine. The passed Lyra by employing the draft sling shot where Caramel would run directly behind Valiant regaining strength in not having to fight against the drag and then when he felt like he could he would race around him with renew energy. They continued until they had also passed Cheerilee. The two of them spotted AJ and Dash not thirty feet ahead. The finish line loomed ahead like a beacon of hope and upon spotting it Caramel yelled,

"EVERY COLT FOR HIMSELF!" Finishing his exclamation with a hardy laugh.

They didn't catch the two mares but they had fun and that was worth it. AJ crossed the finish line first with Dash just behind by a nose. Caramel was at Dash's shoulders and Valiant was at her flank. The ran out their momentum and then returned to the finish line. Soon the other racers crossed the finish line.

Dash and AJ walked over to Valiant who was chatting with Caramel.

"Hey Ah don't know what your playing at but why did you feathermark me?" asked AJ in a raised voice with a blush still desperately hang on to her muzzle.

A blank look crossed Valiant's face,

"I don't know what that is but I didn't do it, Applejack!"

"You sure as Ha..." Cutting herself off AJ gave the pegasus a hard look, "How did you know my name was Applejack?"

Dash moved closer and looked him up and down,

"I thought I knew who you were," said Dash with snarl.

Valiant shifted uncomfortable on his hooves waiting for Dash to out him.

"You're like one of those super secret Trottingham spies that likes to bed mares and just be an all around bad flank. That's why you feathermarked AJ and that's how you know her name." she said in a matter of fact tone.

"Ok first of all I think you read way to many spy novels Rainbow Dash and second I didn't feather tag AJ. I don't even know what the hay feather tagging means. And the only reason I know her name is because her picture is on all of the bottles of Apple Family Cider." said Valiant as he fought the little twitch that his eyes sometimes would make when he was lying.

They're argument was interrupted by Mayormare as she ushered them to the stage to receive their ribbons.

"This isn't over Valiant," spat AJ.

Dash started laughing and pointed to Valiant's head,

"Where is your hat?"

Four

"Ah just can't believe it," said AJ as she held a bottle of Apple Family cider in her hooves. On the front of the bottle right above the apple family seal was a little cartoonish version of herself. She sniggered at the cartoon fillies goofy smile.

"How do you not know that you're on the front of a bottle of hard cider, AJ?" asked Dash as she looked at her own bottle, "The flavor is even named after you."

Setting her bottle down AJ turned to Dash with a nervous grin plastered to her face, "Well, the only hard stuff that is made on the farm here is just what Big Mac ferments. The bulk of our hard cider is made up in Manehattan. That's uncle Oranges's baby."

"Look this one has Big Mac on the front," cooed Fluttershy as she held up an ice cold bottle for all to see, "I bet he tastes good."

Valiant sprayed the contents of his mouth out into the open air and turned to give Fluttershy a questioning look. AJ and Dash did likewise. The yellow pegasus looked up from the object of her musings to see three sets of eyes all looking at her. Her coat took on a reddish tinged and she slunk down in her seat.

"I didn't mean. Well I did mean. Um... but not Big Mac the stallion. Big Mac the drink." stammered Fluttershy as she tried to make herself invisible.

"Jeeze! Flutters you don't have to act so meek about having a crush," Dash walked over and placed a hoof on her shoulder, "Besides I bet he would taste good."

"OW!" exclaimed Dash as she rubbed her now sore shoulder, "What was that for, AJ?"

Where a thin smile AJ held her hoof up preparing to strike again, "Look Ah don't mind Shy having a crush on my brother. No offense Shy but Ah don't see you askin' him out and even if you did I don't see you hurtin' him." She eyed Dash dangerously, "You on the other hoof are as much a party pony as Pinkie. And just as sure as sugar you would, just bein' you end up hurtin' his feelings. Ah can't have that."

This was a side of the girls that Spike hadn't never seen before, sure he knew they were adult ponies with adult wants and desires but they carefully hid this side of themselves from him. He was just a baby dragon after all. Rarity was the only one that ever really showed any desire to actual be with somepony else and he was ok with that. Seeing them act somewhat like he would expect Rarity to act he was filled with a sudden need to hoard their love.

Tilting his now ruined fedora down over one eye he set down his drink and walked over the three mares.

"You three talk like Big Mac is the only stallion around and yet your looking over the fact that you got a stallion standing right here." he said in a boastful tone.

"Don't push your luck, featherbrain!" spat AJ before taking another sip from her bottle, "Ah hadn't forgot about you feathermarking me yet!"

"Yeah, we still haven't got the story on that yet!" added Dash with a flourish of her wings.

Throwing his hooves up in exasperation he gave the two an annoyed look,

"How can I have done something that... oh" he trailed off as a wingtip ran over his cutie mark. The sudden touch briefly cause a sudden burning sensation in his loins that almost immediately after it started to get uncomfortable shot up his spine spreading out into electrical tingles causing his teeth to chatter.

AJ and Dash let out a laugh as his expense as he was glowing redder than the noon day sun. His mind wouldn't work and he tried to see which of the mares had affected him in such away. The only one that wasn't looking at him was Fluttershy and she looked just a warm as he felt.

"I can't believe you did that Flutters! That was awesome!" said Dash as she lifted her friends chin.

"It was pretty funny," laughed AJ.

Dash's eyes fell to Valiant's cutie mark and she let out a gasp as she drew uncomfortably close to his flank. He could feel her hot breath tickling his coat as she eyed the mark.

"I have to say that that is a cool cutie mark, awesome even." she remarked.

That was one part of his pony anatomy he hadn't really thought about. It was an important part of who a pony was but being a non-pony he never gave it much thought. Looking down to take a gander at his own mark his eyes popped out of his head when he saw what it was, and what it was wasn't even close to anything he found interesting.

A checkered flag bellowing in the wind adorned his flank like it was some conqueror claiming a new land. Valiant was a writer. He was gentlecolt. He was an erudite and classy individual. He was not however a racer. Contrary to everything the flag stood for, he was not an athlete.

"How the hay is that my cutie mark!" he said in crass tone.

A taut look crossed Dash's face as she rose to meet Valiant's eyes,

"You have an awesome cutie mark that marks you as a cool dude and you get mad about it?"

He started speak up when Fluttershy of all ponies cut him off,

"Now that I think about it. Not that I thought about it before. But, when I met you I noticed you didn't have a cutie mark. I didn't want to say anything because you seemed so sad. But now you don't have to be sad because you aren't a blankflank anymore. You must have earned it in the race."

"Well Ah'm glad he got his cutie mark and all but that still don't explain why he feathermarked me." said AJ in an increasingly tense tone.

"AJ you never complain this much. What's gotten into you." Spat Dash as she started to put the pieces together, "Oh, he he."

The farm pony's expression didn't change as Dash pushed Valiant towards her.

"Hey!" Yelled out Valiant as he tried to fight against Dash's momentum. She had gathered up too much for him to stop her as he bumped into AJ. She let up and stepped back to watch.

Reaching up for her hat she covered her crimson face. Valiant was just annoyed and was about to turn around to give Dash a piece of his mind when AJ set her hat down on the counter with a loud,

"Twauk!"

Seeing a blushing AJ wasn't something he had expected to see. Holding her hooves up in front of her she looked almost cute and her eyes held a weird shine to them that he had never seen.

"Ah was... The only way...." she stammered before swallowing the lump in her throat, "You feathermarked me. And maybe you don't know what that means. Maybe you meant it as a joke." she reached for her hat and started to nearvously fidget with it. "Ah've been around Pegasi enough to know what it usually means. And it usually means they have a romantic feelin' towards the ponies they mark. And I was wonderin' if maybe if you do sorta think I'm cute or somethin' and if you do would you like maybe want to go out with me or somethin'" she finished sounding way too much like Fluttershy.

A small nuclear explosion completely shattered any rational thought in his head as he looked at AJ. Every thing in his crumbling mind said no. But thousands of years of pony evolution stirred him to say, yes. The blushing filly just inches away from him was strong, healthy, and vibrant. She wasn't a bright and dazzling diamond like Rarity she was a diamond in the rough, with a heart he knew more beautiful than any star in the sky.

He was a pony on a mission. And that mission was to win Rarity's heart. But looking at AJ he couldn't say no. He would show her a good time and then get her to understand that all he wanted to be was friends. Right?

"Ok." he said meekly.

AJ's smile lit up the barn as she turned to her friends,

"Yaw hear that! I gotta date."

Dash patted her on the shoulder,

"You go filly!'

Fluttershy clapped her hooves together with a polite little smile on her face,

"Yay."

"You didn't get to meet all of my friends but I think that I've thought about it enough," said Fluttershy as the two of them walked back towards her cottage.

"Yeah?" he asked hopefully

"I'm willing to give you a chance as my roommate."

Valiant leapt in the air in excitement with a huge grin plastered on his face. Everything was going according to plan. Well almost everything. He hadn't expected to be going on a date with Applejack and he still hadn't seen hide or hair of Rarity. And that concerned him.

"I've read that you are one of the elements of harmony."

"Oh yes, I'm the element of Kindness," she said as with a happy tone.

"And Dash and AJ are the elements of Loyalty and Honesty respectfully," Fluttershy nodded yes, "And the pink pony in the balloon is the element of Laughter. My question is there are two other elements. Where were they today?"

She stopped in her tracks. Valiant took a few more steps before he stopped and turned around to see what was holding Fluttershy up. She was biting her lip.

"Did I say something wrong?" he asked as face betrayed a hint of concern.

"No, you didn't say anything wrong," she said as she hid behind her mane.

"Come on Fluttershy I must have said something wrong because now you're acting like you were when I first came to you door." He said as he walked over to her.

"Twilight the element of magic and princess of Equestria had planed on coming but she didn't and I don't know why. And Rarity..." she trailed off as tears started to fill her eyes.

At the mention of Rarity he felt like a rock had sunk into the pit of his stomach. She was the reason he had come here. She was the reason he had transformed. Even if he did want to be a pony it was still done for her sake.

"What about Rarity Belle?" he asked as he placed a hoof on her shoulder to comfort her.

"Rarity hasn't been the same since... her... our friend Spike left for Canterlot." she said almost sobbing.

"What about her and Spike?"

"Spike had a big crush on her and he got mad because she told him that was all they would ever have between them. They were friends but she couldn't be with him that way. After he left she had a nervous break down because she felt so guilty for hurting his feelings. And that she couldn't see him any other way until that possibility was gone." she said as she raised a hoof up to dry her eyes.

Running a hoof up and down her back he fought back his own tears and hurting Rarity the way he did. He was so focused on his own pain he never once considered that it hurt her as much as it had him.

"She left for Canterlot to find him last night," she added.

He sat there for a few minuets thinking over what he wanted to do next when Fluttershy spoke up again,

"You know. You remind me of him."

"Who?"

"Spike," she said with a weak smile.

Returning the smile he sat his hoof down,

"I don't know if being compared to him is an insult or a complement."

Reaching up she placed a hoof on his cheek and gave him a big grin,

"It's about as good a compliment I can give. Spike is a wonderful stallion although he isn't a pony he's a dragon."

She called me a wonderful stallion. Not a baby dragon. A stallion.

"He's brave and smart and sweet. If he was a pony I believe that he would be the type that any mare could fall for. The sad thing about him is that he is a dragon raised by ponies. He will never really be accepted by either. But I hope that one day he will find a mare that can love him for him. One that will be able to look past what he is and be there for him through thick and thin. Until that day me and the girls will be there for him. And maybe just maybe one of use might be lucky enough to win his heart. For now I think that pony is Rarity and I hope she found him well."

His heart felt like it was going to melt and it would have had he not set its foundations in steel. Fluttershy had given him the greatest complement that she could and now he wanted to get her home as quickly as possible. He had something he had to do.

"Come on Fluttershy lets get you home," he said as he pulled her up.

"What's the rush, Valiant?" she asked meekly.

"I've got someplace I have to be?"

"Oh!" she said with a surprised look, "Well if you need to go then don't let me hold you up."

He smiled and then in the heat of the moment leaned over and kissed her on the cheek,

"I'll be back ," he said as he cantered away.

"It may take a few days but I'll be back," yelled over his shoulder as he faded out of view.

Raising a hoof to where he had kissed her she blushed a deep crimson. Who is he? And why do I feel like I know him?

Sitting there on the bench he waited for the next train to Canterlot. He hadn't been away from the grand city a good day yet and now he was going back. Thinking back to Fluttershy he felt bad because he more or less just left her. He felt equally as bad about running off without giving AJ the date he had promised. But, Rarity had went to Canterlot to look for him. In his absence she sounded like she wanted to apologize. Maybe she wanted to give him a chance he hoped.

He hadn't noticed the mint coated unicorn sitting across from him on another bench. She eyed him curiously. He's the stallion I saw running on his hind legs during the first part of the race today. I wonder. she thought as she looked him over. The stallion wasn't sitting like most ponies would. He wasn't sitting with his legs folded under him nor was he sitting back on his hunches. He plot was planted firmly on the bench with his legs dangling below him and his hooves hung at his sides. He was sitting the same way she was sitting and she had to know why.

Walking over she sat beside him. The stallion didn't seem to be particularly responsive. But she had to try anyways.

"What is the sum of your fingers and toes?" she asked barely above a whisper.

Valiant didn't even have to think,

"Twenty."

"How big is your nose?'

"Uh, smallish."

"And your ears do they move?'

"No!' he said as the questions started to irritate him.

"OHMYGOSH!" she yelled, "I knew it!"

Turning to her he felt his eye twitch in irritation. He immediately recognized her as Lyra.

"Knew what?'

Pulling him into a hug she whispered into his ear,

"you're a member of the O.A.T.S."

He pushed her away and gave her a confused look,

"Oats?"

"Order of Anthropological Teachings and Studies! O.A.T.S" she squeed, "And here I thought I was the only member in Ponyville. Wait you are at the train station. Please tell me you are not leaving?" she wined.

"Yes," he said in a solemn tone.

"Aw! That's no fair." she huffed.

"I'll be back," he said as he noticed how pouty she had become.

The train pulled into the station and he watched as the passengers disembarked. He was just about to get up when he spotted her. She looked horrible. Her hair was messier that head ever saw it before. It was disheveled and frayed at the tips. Her coat didn't hold its usual shine and her eyes. Her once beautiful dark blue eyes that normally held more luster than any jewel looked dead and flat. This pony was Rarity and yet she wasn't.