Change Of Heart

Chapters

Prologue
Over A Cup Of Tea
Sad Day Struggles

Prologue

"Curse them! Damn insufferable ponies think they're better than me!? I'll show them who is superior!"

Changelings scurried out of the way as their ruler stomped through the "streets" of their kingdom. To call it a kingdom was generous, being little more than swamp surrounded by old, decaying trees whose rotted roots formed pathways from one tree to the next. Those that were smart seated themselves upon the branches or even clung to bark that threatened to peel off under the weight of the equine creatures at any moment, anything so long as they could avoid the fury of Queen Chrysalis as she ranted and marched to her "castle". The unlucky or stupid ones waited too long and were kicked out of the way into the murk of the swamp, struggling to get free.

"M-My lady." one bold Changeling said just above a whisper as he flew up to his queen's side, getting caught in Chrysalis' glare. "P-Perhaps it is best you settle down a b-bit. Your wounds have n-not yet healed from the... the last invasion attempt and we c-can't risk you injuring yourself further." the Changeling advised, motioning a hoof to her form. Chrysalis glanced to the waters lining the root she was currently on, hardly getting a reflection due to the canopy above blocking most light and the thick murk of the water, but she saw what he was referring to. Her already bent and misshapen horn had been gnarled so that it was pointing far more to her left, while the holes that littered her wings and limbs had grown so that each step had an uneasy tremble like her legs would go out on her and her wings were tattered to the point of being impossible to fly for the time being.

Snorting in irritation, Chrysalis corrected her walk so that she wasn't endangering herself, an action that brought relief to the brave Changeling that had shown concern for his liege. Unfortunately, if she could not stamp her hooves into the root beneath her, Chrysalis would need a new outlet for her rage. With a green glow of her horn, the Changeling who had spoken up found himself unable to move under his own will, crying in panic before he was flung into a tree with a crunch.

Sighing, Chrysalis put on a slight smile, some of the rage drained from her eyes. "That's better." she muttered to herself as she fast approached her "castle", a tree that was larger than the others by a significant amount and covered in vines that hung from it like tapestry. Like Golden Oak Library, it had been hollowed out so that the queen could have some refuge from the rest of her kingdom.

Inside the hollow tree was... very little. With only a swamp as her kingdom at this time, she had but a couple of knick-knacks, either crafted from the swamp and its creatures or something stolen from the borders of her domain. She was particularly proud of a couple of Wonderbolts' banners that had made their way into possession, hung from the ceiling as though they were marks of royalty, given their time in the swamp had left them covered in grime and darkened, but it gave them a rustic touch she enjoyed.

Shaking her head, Chrysalis ignored her meager decoration, making her way down a flight of stairs to the basement, an area that was basically just under the tree, the dirt moved aside so that she could have more space to store what little she had, roots hanging from the "ceiling" like support beams. The room was dirtier than the roots she walked on outside, unable to provide any form of construction to keep her from walking on the muddy soil that lay beneath, but she put up with it, for this was where she kept her prized trophy.

Situated atop one of the tree's roots that had been cut off from the rest of the vegetation, sticking up from the ground but with no purpose than to serve as a pedestal, was a beautiful, transparent crystal that was perfectly rounded so that it seemed more like a giant pearl. It was a powerful, magic enhancing crystal that she had stolen during her sure tenure as Princess Cadence. She had hoped that her invasion of Canterlot would be a success and that the theft would merely be her being too concerned with the possibility of failure, but in the end it served as the new keystone to any chance she had at getting back at the Princess of Love.

Once more, Chrysalis' distorted horn emitted a green glow that engulfed the crystal orb, filling it with images of far off lands. Such a powerful object it was, but its powers were limited based on the magic of the one using it. With her body so weak and deprived of love at this time, all she could do was seek out another pony to sate her hunger. Something of a vicious cycle, seeing as if she were to retrieve the proper amount of love in the first place, she wouldn't need the orb to amplify her powers. But at this point, it would do its job. She began cycling through various ponies that would be able to potentially pique her appetite.

There was an earth pony colt off in Baltimare with some sort of poetry cutie mark, pining over a young filly if the number of poems dedicated to a Lenore Nevermore were any indicators. Cute, and young love was always a delicacy, but she didn't care to shapeshift into such a small form.

Green clouds formed in the orb, changing the images to reveal a new pony. A strong pegasus, a stallion in his prime. He was a Wonderbolt hopeful with a major crush on Fleetfoot it seemed. Oh how she'd enjoy such a fine young stallion's love, he was quite the looker after all and very devoted, caring more about his crush than the Wonderbolts itself. But to imitate a Wonderbolt would require a degree of aerial expertise that Chrysalis just didn't have, even when her wings were in good condition. Besides, she had a slight fondness for the Wonderbolts, which meant she would prefer not screwing up their routines.

Another change of scenery within the orb brought forth a unicorn mare somewhere in Saddle Arabia who was desperately in love with a prince. This one wouldn't do either. While she could practically taste the sweet flavor of the mare's love, it just wasn't her... thing. She would transform into the mare of the relationship and feed on the stallion's love, being the stallion feeding on the mare's love wasn't her preference, even if she had the ability to replicate them down to the... finer details. Besides, Saddle Arabia was far off, and while she could use a break from Equestria accursed royalty ruining her plans, it was too much effort... and too hot in general.

Shaking her head, Chrysalis continued to shift through different images of ponies whose love would be able to fill her desire, but didn't match her palate. Any pony in love could provide sustenance for sure, but only certain qualities of love would suffice for her taste. It was why she was so desperate to keep her hooves on Shining Armor, whose love for Princess Cadence was so pure and loyal that she could compare it to the richest and sweetest of cakes. Just the thought of that love had made her involuntarily drool a little, only to wipe it away as she put her focus back on the crystal ball.

None of the ponies that came into view were acceptable. Some were too shallow, some were simply unrequited, some were familial love, it was disappointing. Sure, in the past, she would have been a little less picky, but once she had a taste of the good stuff, it was hard to go back to the simpler affections.

She spent well over an hour standing before the orb, viewing the various residents of Equestria that were in love and shooting them all down, it was getting tiring. The anger and rage she had before had turned into sheer annoyance and irritation over being unable to progress any further. Nopony stood out. She was considering throwing in the towel and seeking a better opportunity the next day... then, something showed up that caught her eye.

A white unicorn with a purple mane. By all means, the mare was fetching, but Chrysalis had seen many beautiful ponies before. Oh no, this one stood out because she had seen her before, with her own eyes. It was one of those meddling ponies from Ponyville, the one who had been working on dresses for her wedding... Rarity! The sight of her stirred up her anger again, fury directed at those who had ruined her plans in the first place. She would be sitting pretty on the throne of Canterlot right now, ruling with an iron hoof, if only those ponies hadn't gotten in her way. Oh how she'd love to go ahead and tear that pony's life apart by tricking her, pretending to be her lover, but as already stated Chrysalis was not one to play the stallion.

However, before she could will the crystal orb to change to another pony, the image shifted its focus. Rarity was not the pony whose love had been drawn forth by the crystal orb. Rather, it was... not a pony at all.

Gasping slightly, Chrysalis was taken back a bit as she viewed a baby dragon with purple scales and green spikes running along his spine and head. She had seen this seen this creature before, along with the ponies that had interrupted her ascension in Canterlot, but he did not stand out at that time. But this time... it was a unique sensation she got.

The crystal orb could only allow her the slightest sample of love, a taste for her to know if it was to her liking, and this... this was an astonishing flavor. She could taste young love, ever so sweet that it sent a chill up her spine, but it was also... savory. A sense of maturity that one would not expect in a baby that made even the sample have a lasting effect on the Changeling Queen. And even now, she could tell that despite his maturity, the love itself was not ripe yet.

Could it have something to do with the fact he was a dragon who had yet to truly engage in the emotions he felt for this pony? She couldn't place it, which would very well have to do with the fact that in all of her life, no Changeling had ever feasted upon the love of a dragon before. They were brutish creatures whose only true love seemed to be for their hoard, it was impossible to feed off of. But in this case, she could clearly tell there was a love for more than himself and his possessions.

A sly, sinister smile snaked its way across Chrysalis' face, her tongue flicking over her lips as she stared at the enamored dragon in the orb. He was but a baby, a bit younger than she'd prefer personally, but... that meant he had many years to give. More than a lifetime for the average pony. Hell, he had numerous lifetimes in comparison. And with such a peculiar, yet divine taste that hadn't even reached its peak...

Chrysalis turned her back on the orb, heading back up the flight of stairs, aiming for her room. She had to sleep. She had to replenish what strength she had left. She had to plan her next move. But more importantly, she had to have him.

Author's Note

Just a little prologue to help lead into what I hope will be a good story. I'm hoping this will be a good first for me on here and I hope to get some good critiques. I know I've got room to improve and would love to do so, so long as nothing stings too bad hopefully.

Over A Cup Of Tea

Spike bounced from one foot to the other, the tiny fangs at the top of his mouth digging into his lower lip ever so slightly as he continued forward. The anxiety radiating off of the young dragon was almost enough to give anypony looking at him a heart attack. Fortunately for his companion, she was well versed in the antics and attitude of her young ward and merely sighed, shaking her head.

"Spike, you need to calm down. You're going to tire yourself out if you keep that up." Twilight Sparkle stated, stretching her wings out ever so slightly. Despite having been an alicorn for a good bit of time now, she still wasn't quite used to the wings, which is why she was all the more fine with simply walking with Spike instead of flying.

Not even paying her a glance, Spike replied "I can't help it Twi, it's been forever since Rarity invited us over for something without everypony else." The mere thought of being alone with the radiant unicorn brought a goofy grin to Spike's face, even though he was overlooking the fact Twilight would be right there with them. An idea that was basically like bringing your mother on a date, hence why she left her out of his little fantasy.

Although Spike's behavior was a bit childish, Twilight couldn't help but smile and shake her head. He was just a baby dragon after all, he was free to let his imagination roam free, so long as it didn't run wild. Rather, she wanted to encourage it. After Spike's first birthday in Ponyville and the dragon migration incident, Twilight was in no rush to see the dragon grow up. She knew he was different than other dragons, kind hearted and loving, but those few incidents with older dragons had left her... far less anxious about seeing him mature. Besides, as an alicorn now, she had all the time in the world to watch him grow.

Her thoughts on Spike's growth could wait for another time though, as the Princess of Friendship found herself fast approaching Carousel Boutique. At the sight of Rarity's home and workplace, Spike's anxiety, well, spiked. The energy he had suddenly turned to concern as his little claws ran over his scales, making sure they were all as prim and proper as could be. The mere sight made Twilight giggle as they came up to the door. Seeing as Spike was too busy grooming himself, Twilight took the liberty of knocking on the door with one of her hooves.

In a few seconds, the door opened to reveal the home owner, a smiling Rarity. "Darling you made it! I'm so glad you could join me today." Rarity declared, giving Twilight a kiss on each cheek in greeting, a custom from Prance she had been trying out, as all the big wigs in Canterlot were really into it right now apparently. While Twilight used her wings to wipe her cheeks, Rarity's attention fell upon Spike. The appearance of the dragon made Rarity's smile drop for a moment, although it quickly returned, albeit clearly strained. "And you brought Spike, how... marvelous." she stated, leaning down to give him a light kiss on the forehead, making him blush red through his purple scales.

Twilight tilted her head to the side in confusion, then nodded slightly. "Well, yeah, you said you wanted me to come over to have a tea party with Spike."

Her smile shrinking somewhat, Rarity shook her head and corrected Twilight. "You must have misheard me deary, but that's fine. It's always a pleasure to have my Spikey-Wikey around." Stepping back, Rarity motioned for the purple duo to enter into her hardly humble abode. "I will need to have just a quick word with you privately though. Some mare business I was hoping to discuss, so if Spikey wouldn't mind giving us just a moment, would you mind heading upstairs until we call for you?"

Spike blinked a little bit, a bit surprised that he apparently hadn't been invited for the tea party, but nodded regardless. "Sure, just let me know when you two are done. I'll just... keep myself busy." Spike stated, wandering past Rarity and heading for the stairs leading to the next floor. It was hard for him to refuse Rarity, especially after she had just given him a kiss.

As he ascended the steps, he could catch a little bit of what Rarity was saying to Twilight as they made their way into the kitchen.

"I'm terribly sorry deary, I must have been mumbling when I asked you to come here today. I wanted to have a tea party with you ABOUT Spike, not with him." Rarity apologized before disappearing past the threshold of her kitchen.

Spike's ears were ringing at the couple of words he had heard. Rarity wanted to talk to Twilight about him? What did she want to talk about? Could it be that Rarity wanted to take a more active stance in their "relationship"? She had already acknowledged his feelings, but had never truly made any move to progress it from there. Of course, it was Spike who had the crush on Rarity, and while she accepted his feelings, he never did know how she felt about him. How she TRULY felt.

Biting his claws, Spike began fretting over the possibilities. She could be asking Twilight how to let Spike down gently, to let him know it just wasn't going to work. Or... maybe she was asking how she should further it? Twilight was like his mother after all, so maybe she was trying to get permission to court the young dragon?

Shaking his head, Spike found himself quickly going in circles, figuratively and literally as he paced around the top of the stairs. He had no clue what they were talking about other than the fact it was about him. He wanted to know just what it was that was being discussed, but they wouldn't talk about it with him around. There was a point she had asked him for some privacy after all.

"Spike? What are you doing here?" a young voice asked, drawing Spike's attention.

Looking over his shoulder, he found Sweetie Belle had peeked her head out of one of the rooms, apparently visiting her sister... and not alone. Two more heads popped out from behind a door, revealing all three of the Cutie Mark Crusaders were currently at Carousel Boutique, likely in another one of their ever fruitless endeavors to earn their... cutie... marks...

Smiling in a surprisingly sly manner, Spike tapped his claws before his chest as he slowly approached the fillies. "I wanted to know if you three wanted to try something to earn your cutie marks."

Twilight watched curiously as Rarity prepared tea for the two of them. There was nothing strange with it at all, just two cups of tea she had added milk and sugar to and was mixing with a spoon using her magic... except for the fact that for the past five minutes, she had just been mixing the beverage. Twilight would have spoken up about the peculiar behavior, but she could see in Rarity's eyes that there was a great deal of concern and that the act was more of a stress reliever...

However, the tea was getting cold and Twilight was getting thirsty.

Coughing into her hoof to try and gain her unicorn friend's attention, Twilight spoke up. "Rarity? Is everything alright?"

Looking up, Rarity flashed Twilight a smile and nodded. "Oh yes, absolutely wonderful deary, and yourself?"

"I'm... fine... maybe a little parched." Twilight admitted, not wanting to be rude.

The mention of thirst made Rarity's eyes widen, glancing to the cups of tea, then offering an embarrassed smile as Twilight's cup levitated over to her. "My apologies deary, I suppose my mind is miles away right now. Must be enjoying some lovely boutique in Canterlot I should hope." Rarity apologized, giving a nervous laugh at her own joke before looking down into her tea, a slight pout forming at her lips.

Sighing, Twilight took a sip of her tea. Lukewarm. It could be worse.

Ignoring the drink, Twilight brought her focus to her friend, reaching a hoof over the table to slightly cover Rarity's. "What's wrong? You're usually not this absent minded." Twilight asked. Then, a thought crossed the princess' mind as she remembered what Rarity had said earlier, giving her a more concerned look. "Is this about what you wanted to talk to me about? Regarding Spike?"

Rarity's ears twitched at the mention of the baby dragon, then gave a solemn nod as she set down her own cup, not even taking a sip of it. "I'm afraid so deary. I was rather prepared to talk about this, but it's a bit more difficult to discuss knowing he's just upstairs." she acknowledged, looking back to the alicorn before her.

Offering a comforting smile, Twilight stroked Rarity's hoof gently. "Whatever it is, we can talk about it. I know you Rarity, you're a good pony. You're the Element of Generosity after all, I know you've got Spike's best interest in mind." Twilight stated, confident that whatever there was to be said, she'd be able to help. Something about the sincerity with which Twilight spoke had made Rarity cringe a bit, making Twilight's smile lessen a bit.

"It's... it's difficult to say darling." Rarity admitted.

"It's okay, just... start from the beginning."

Taking in a deep breath, Rarity shut her eyes and nodded. "As of late, I've been thinking about Spikey-Wi-... Spike's feelings for me." Rarity stated, the fact that she corrected herself from her usual pet name for the dragon did not slip past Twilight. "It was no secret that he's had a crush on me for the longest time, and the fact that he hasn't let up after all this time has shown true conviction. Why, even in what could have been our last moments during the whole... greed incident, the last thing he wanted to do was confess to me. It was truly the most flattering thing I've ever experienced." Rarity said with a chuckle, the thought of how dedicated Spike was to her had brought her lips to curl up yet again.

"I can't help but sense a "but" coming along." Twilight interjected, one of her hooves starting to nervously tap against the floor.

Rarity shook her head at the comment. "Not necessarily. I do love Spike, he's the bravest, most kind hearted male I've ever met. I'm truly honored that he's attracted to me of all ponies... it's just, I've done a bit of research lately, regarding dragons."

Twilight's brow rose ever so slightly at this revelation, not recalling Rarity coming to the library in the slightest as of late, let alone taking out any literature on dragons. Taking notice of the odd look she was getting, Rarity shook her head once more.

"I've gone to a few different sources, each with different interpretations and facts, like Zecora for example." Rarity admitted, the thought of having to travel through the Everfree Forest to see the zebra an unpleasant task, but one worth doing. "Anyways, while the full expanse of facts regarding dragons seems to be... rather scarce, I was able to gather a few certainties that are... less than ideal."

Concern welling up in Twilight once more, she rose to her hooves and leaned against the table slightly. "What do you mean? Is there something wrong with Spike?"

Instead of shaking or nodding her head, Rarity focused her gaze on Twilight's eyes, trying to show her the full extent of her seriousness. "Twilight, darling... Spike is just a baby dragon."

Furrowing her brow, Twilight leaned back a little as she nodded her head slowly. "Yeah, I hatched him from an egg myself. He's only a couple of years old."

"Indeed, but a couple of years old for a pony would mean he's at least Sweetie Belle's age. Now, she's still just a child herself, but the fact is she's not a foal. But Spike is... still a baby." Rarity stated, pausing to see if Twilight had anything to say. The princess didn't speak, but the look on her face told Rarity she was starting to connected the dots, so she continued. "Darling, I love Spike, truly I do. The problem I've come across is, and as obvious as this may sound, Spike is a dragon. By all means, I'm not against an interspecies relationship, but dragons are much more complex than ponies. Spike is just a baby now, and he'll still be just a baby for a couple more years. Then he'll be an adolescent, and he'll be an adolescent for many more years than he was a baby."

"But... you're... not going to stay young as long as he is." Twilight remarked, her face twisting in a mixture of understanding and frustration.

Rarity gave another nervous laugh as she finally took a sip of her tea. Cold. "If you were to have said that to me any other day, I'd have freaked out and cried myself to sleep over the idea of being an old mare." Rarity admitted, a sad smile unable to leave her face. "In this case though, I've realized that it's not just my problem. I'm already a young adult. Mind you I have many years ahead of me, I'm an adult, plain and simple. Spike however... Spike has so many more years before he even reaches what would qualify as his teenage years. I don't know the exact number, but... it could very well take a century for him to reach puberty."

Twilight's jaw was clenched tight as Rarity spoke. She knew where this was going and she knew that this was really an issue between Rarity and Spike, but... but Spike meant so much to her. She couldn't stand the thought of something like this happening. Something breaking his young, fragile heart.

Leaning forward again, Twilight spoke a little louder than she had intended. "But Spike's far more mature than his body would give him credit for! He's basically as developed as you or I in terms of-"

"Darling, that's not the problem here." Rarity interrupted, waving a hoof in front of her face to dismiss the thought. "By all means, if it was just that, I wouldn't care. Sure, some might call me a cradle robber, but I could deal with it. Why, I'd even rather enjoy the idea of having such a young suitor when I get old and wri-wr-wr-wri-... Well, old." Rarity acknowledged, unable to even bring up the idea of her getting wrinkly. "The problem is the fact that... I'll die long before Spike ever does. Given many ponies will outlive their spouses, not many die side-by-side with their loved one. But Spike... will have so much longer to live than I will that he'll end up alone."

Twilight merely stared at Rarity in silence. She had heard of this before. Not exactly a pony and a dragon, but other long lived or flat out immortal beings. It was a known fact that, while many still romanced Princess Celestia and Princess Luna, many were turned down because both princesses had undergone love before. They had stallions who stood by their side long ago... and over the years those stallions withered away and died, while the princesses stayed forever young. Celestia herself had admitted to her young apprentice that, while she had gotten over those old flames, the scars of losing them still remained with her.

"I'm not trying to say I don't want to consider Spike as my one true suitor, but I don't want him to think back to me when I'm gone and miss me. Maybe he'll move on, maybe he'll find another pony or even another dragon, although part of me thinks that it would break my heart if I were to spend my life with him and be replaced by another pony." Rarity explained, knowing that Twilight was following every word she said, even if her expression was constantly changing, practically unreadable. A shallow chuckle escaped her mouth, a few tears welling up as she added "Some Element of Generosity I am. I should be fine with anything that will make others pleased, but here I am thinking how much I don't want him to love somepony else if I devote myself to him... and I'll admit, there's the concern that I'd like to have foals someday, and even if it were possible for ponies and dragons to, well, "intermingle", he wouldn't reach the suitable age to do so until I've already become but a memory."

As frustrated as she was with all of the thoughts Rarity was dumping onto her, Twilight just had to reach across the table yet again, placing her front hooves over Rarity's. "It's not selfish to want things for yourself. I understand how important it is to want these things. Besides, you've got Spike's best interest at heart as well."

It hurt her to say those words, like some sort of icicle stabbed at her heart. She meant what she said, she was trying to be supportive of Rarity's concerns and decisions, but at the same time there was this feeling of defeat. Like they had already conceded to the idea of Spike ever being in a relationship with the pony he loved... or perhaps ever. Spike was so much different from other dragons, he had a loving heart. He didn't just want some mate to create children and move back to guarding some hoard. He wanted somepony to spend his life with. That was something he'd likely never find with another dragon.

Then, Twilight felt Rarity's hooves on top of hers, breaking her from her thought. Rarity's tears had welled up enough that they looked like they would spill over any minute... but it would appear it was that bad because Twilight had already begun crying. Frustrated, angry, sad. It was too much for her to hold back. Twilight did her best to offer a weak smile, then took her hooves back, wiping her foreleg over her eyes, while Rarity used a handkerchief to dab at her own.

"S-so, I, uh... I'm not sure what to say about this now." Twilight confessed, the new knowledge about Rarity's view on their favorite dragon still far too new for her to formulate some sort of solution, if one even existed.

"Neither do I, darling." Rarity echoed, putting away the handkerchief before taking in a deep breath. "I'm not admitting defeat just yet. I came to you about this because, besides being the most influential pony in Spikey-Wikey's life, you're also the most intelligent pony I know. If there's some way to fix this, I'm sure you'll be able to find it." the white coated unicorn announced, smiling sincerely once more, referring to the baby dragon by his pet name making her somewhat happier.

"Right... as an alicorn, as a princess, I'll do whatever it is I can to see if there is a solution somewhere that can make everyone happy." Twilight declared proudly, only to get an unusual chuckle and shake of the head from Rarity. Seeing her friend's confused look, Rarity cleared her throat.

"I apologize for laughing darling, but those things... they have zero meaning here. As an alicorn, as a princess, those aren't the things that I know will drive you to help Spikey-Wikey and I. Rather, it is because you are an adoptive mother and a friend that I can put so much faith in you to do your best." Rarity said with such confidence in her friend, part of her wanted to already said they would find some way to make everypony happy, even though some part of her kept nagging that it was an impossible hurdle to overcome.

Giggling a little bit at the correction, Twilight smiled back. "You're right. I am the Princess of Friendship after all, if I can't do something based on that alone then I've already failed." Feeling a bit better after the rather stress inducing talk, Twilight took another sip of her tea, only to cringe a bit as she realized how cold it had gotten.

Noticing the expression, Rarity magically took both of their cups and dumped the contents out into her sink. "I apologize darling, I invited you over for a spot of tea, not to simply throw a burden on your shoulders. I'll get to work on making us something fresh, why don't you go ahead and let Spike know he can come down now?"

As Twilight moved to fetch the dragon in question, neither her nor Rarity took notice to a lone box that had been situated near the kitchen's entrance since right around the beginning of their conversation. Given with all the materials Rarity needed for her dresses, it wasn't unusual for there to be a box of this or that lying about. However, as soon as their discussion seemed to be noticeably over, the box started moving on its own away from the kitchen.

Slowly creeping around the corner, it suddenly took off once out of anypony's potential line of sight, practically scurrying up the flight of stairs leading to the second floor. Once at the top, it made a beeline for the room the Cutie Mark Crusaders had been hanging out in when Spike first found them. It nudged open the slightly ajar door, arriving right before Sweetie Belle and Scootaloo, the former holding a two-way radio.

"It's clear Apple Bloom, you're good to come out now." Scootaloo announced, knocking a hoof against the box. There was some shuffling from the box before it flipped up, revealing the bottom side had been removed and within had been Apple Bloom, dressed in an unusual spandex get up and a headband. With her was the other radio of the set.

"That was, uh, fun." Apple Bloom stated, unsure of how to feel. There was a part of her that was a bit invigorated, playing spy to hide nearby while Twilight and Rarity conversed, relaying everything back to the others through the radio. However, what she had just heard, what everypony had just heard, left her feeling less than excited.

"Seemed pretty rough to me." Scootaloo stated flatly, earning her a hoof to the ribs from Sweetie Belle. Yelping, Scootaloo shot her a look, but stopped when she noticed that Sweetie Belle was nodding her head past either of them, reminding Scootaloo just who had suggested they try to earn their cutie marks in espionage.

At the back of the room, Spike sat facing the wall, his forehead pressed against it with his eyes shut tight. He had clearly heard every last word that had been exchanged and was taking the contents of the private conversation pretty hard.

Apple Bloom took a step forward, opening her mouth to address the dragon, wanting to comfort him in some way, but Sweetie Belle stepped between them, shaking her head. She and Scootaloo had already seen every contortion on Spike's face as he overheard the serious matter that had been discussed. She knew just how hard he had taken it and how close to breaking out into tears he had come. He didn't need anything else to push him over the edge. As far as any of the young fillies present, Spike was ready to give up on his long standing crush on Rarity just to avoid any further heartbreak.

Far away, in the Changeling Kingdom, Queen Chrysalis stood once more before her crystal orb. It had been a long time since she had first spied the dragon through the magical object, biding her time and regaining her power before she made her move. And at this time, she had been spying on the dragon further to make sure the subject of her latest scheme was still well.

The queen wore a grimace across her face as the scene within Carousel Boutique slowly disappeared in a green cloud, dispersing until nothing remained in the crystal orb. Clicking her tongue, Chrysalis turned her back on the orb, making her way back upstairs, her wings spread out and flapping a few times to test them.

"It would appear I've recovered just in the nick of time." Chrysalis muttered as her hooves clopped against the decayed wood of her "castle". She would have liked more time though. Time to prepare. Time to learn. Time to ensure that her next plan would end in her absolute victory. But it seemed that once more, those insufferable ponies were going to ruin it before she even got it off the ground. If she didn't act quickly, she'd lose a window of opportunity and be forced to wait until the young dragon found another to love. But with him having just overheard that conversation about the unlikelihood of him ever finding someone he could ever truly bond with, there was very well a possibility that all of her plans could be for not.

Narrowing her eyes, Chrysalis unintentionally let out a hiss that sent Changelings scattering as she reached the first floor of her home. No. She wouldn't let it go to waste. All the effort she had expended would not be worthless. Not only because it was her best chance at conquering Canterlot, but because it was those ponies that would ruin it. The same ponies that made her first plan fail. It was the very principle of the matter and she would not stand for it.

Spying one of the few Changelings that stood out, with a helmet adorned on his head, Chrysalis' horn emitted its usual green glow, dragging the Changeling before her. "Prepare the elite division for travel. We're heading for Ponyville."

Sad Day Struggles

Twilight frowned, peaking over the top of her book to eye her number one assistant for what must have been the twentieth time in the past hour. Lying there, Spike was curled up into a tight ball, napping yet again. The concept of the dragon taking a nap wasn't an unusual one, especially if he tuckered himself out from some sort of strenuous activity. However, since Twilight's little conversation with Rarity, she had lightened the work load on her favorite dragon to give him more time to enjoy himself... and every day, after he finished his chores, he went straight to napping.

She had tried to speak with Spike the other day about it, to get him to open up on it, but he gave some sort of excuse about just feeling naturally tired, attributing it to himself being just a baby dragon after all, followed up with a smile. How desperately she wanted to try and call him on the lie, but some part of her just said she shouldn't. That whatever he was going through, it wasn't going to help by hounding him with questions and forcing the answer out of him. Even though she knew it wasn't healthy for him to bottle up whatever it was he was feeling, it would be better if he willingly came to her with his problem, much as Rarity had. Still, it wasn't healthy for the Spike to be lying around inside all day, and if he wasn't going to take an active stance, then Twilight was.

"Spike." Twilight called out, lowering the book to give him her full attention.

There was a slight stirring from the almost cute ball of dragon before he lifted his head, looking over his shoulder at her. "Yes Twi?"

"I'm sorry to bother you while you're napping, but I'm in the middle of some really important research and suddenly felt famished. Would you mind heading out and picking me up some food?" Twilight asked, partially telling the truth as she hadn't had much to eat that day at the very least.

Stretching his arms and legs out, Spike gave off a little grunt before rising to his feet. "Are you sure you don't just want me to make something for you here? I can make you a sandwich or a salad or a-"

"N-no, that's fine. I just wanted, um... something really sweet. I was hoping you could go to Sugarcube Corner and get me a... really nice cupcake." Twilight urged, needing any reason to get him to go, even if it meant having a dessert she didn't really need, or want for that matter.

"Oh... well, I guess I can go then." Spike replied in a somewhat lackluster way, rubbing one of his still sleepy eyes with a hand.

Smiling, Twilight levitated a small bag of bits over to Spike and added "Make sure you get yourself a treat as well, you've earned it."

Spike merely nodded and turned away from the princess, mumbling something about why they had to pay for anything if Twilight was a princess. As he passed through the precipice of her doorway, Twilight returned to her work, feeling confident she'd be able to do anything if Spike was at least willing to get out of the house. But slowly, the book she lifted up went back down again as a thought dawned on the Princess of Friendship.

"Why do I have to pay out of my own pocket for food?"

Spike slowly trudged through the streets of Ponyville, making his way to Sugarcube Corner to pick up a cupcake for Twilight. It had crossed his mind that she hadn't specified what sort of cupcake she wanted, and with Pinkie Pie being the likely sales associate, there were going to be many options. However, he knew that she had only assigned him the task to get him up and about. The fact his depression over Rarity's revelation of their relationship was starting to affect his friends' views of him only made him feel worse. The last thing he needed was to drag everypony else down with him.

Shaking his head, Spike lifted his gaze so he was actually focused on where he was going and not just the ground before him. As much as he just wanted to slink into the dirt and let anypony walk over him, he had to try and put up a brave front. Even if he was hurting inside, he needed to make others feel good. It was one of the important things to him, seeing his friends smile, even if he couldn't. With a reluctant sigh, Spike took in a deep breath, puffed out his chest, and continued on with his head held high.

... or at least, that's what he wanted to do. As soon as he corrected his posture so he wasn't slouched over, Spike found himself suddenly struck in the face with a water balloon. Except instead of being filled with water, the purple dragon discovered a lot of his scales and spikes were now pink. Thankfully his eyes had been at least shut as he gathered his focus, but now his shoulders drooped in near defeat as he wondered what the hay was going on.

"Oh shoot! Sorry Spike, Ah didn' mean ta hit ya!" a familiar country accent drawled out. Looking for its origin, Spike saw the trio of young fillies that had been there when he was listening in on Twilight and Rarity's conversation, the Cutie Mark Crusaders. Although this time, they now had such an unusual mixture of color on their coats and manes that someone could mistake them for Rainbow Dash's mane.

"Wh-why... did you throw that at me? Why do you have water balloons filled with paint!?" Spike unintentionally shouted, his anger at being made pink of all colors tapping into the wellspring of emotions he had been dealing with already.

The Crusaders flinched a bit at the shouting, but gave apologetic smiles and approached the dragon. "W-we didn't mean to. We were trying to earn our cutie marks in painting today." Scootaloo spoke up, looking like she was trying to intentionally smear some of the paint on her coat into her mane so she'd look like Rainbow Dash.

"Yeah, but then we discovered it was really, really booooring. That's when Apple Bloom had an idea." Sweetie Belle chipped in while flashing a weak smile, showing that some of the paint had gotten in her mouth, each of her teeth a different color.

"Fill up water balloons with paint an' we got ourselves some fun while paintin' houses!" Apple Bloom declared proudly. Then, she looked down a bit, chuckling a bit nervously as she added "'cept, we ended up wantin' ta throw the balloons at each other, cause they're water balloons an' all, ya know?"

"I was aiming for Sweetie Belle when she ducked and, well... you sorta know the results." Scootaloo admitted, grinding a hoof into the ground.

Spike's claws dug into his palm, fighting off the desire to yell at them. They were innocent little fillies who meant no harm and, while not exactly the greatest thing to attribute to somepony, had been there with him when he learned Rarity's concern over any possibility of them being together. So instead, he just took another deep breath, then snorted out some smoke.

"It's... okay." he muttered, making the fillies brighten up. Each of them threw their hooves around Spike, mixing some of the paint together.

"Thanks for not gettin' mad Spike!" Apple Bloom exclaimed. The three stepped back, then realized the mistake of making more of a mess and smiled sheepishly.

"Why don't we all head back to my house and get cleaned up?" Sweetie Belle offered. As much as Spike wanted to get cleaned up immediately, the thought of following Sweetie Belle anywhere that Rarity might be left him... less than enthusiastic about the idea all of a sudden.

Waving a hand dismissively at the offer, Spike replied "Thanks, but I need to go get Twi a cupcake, so I'll just clean off at home." Before the trio of fillies had any chance to argue otherwise, Spike slipped past them, now making his way toward Sugarcube Corner in a brisk walk. Given his energetic strut and colorful appearance earned him a few looks, he just took in deep breaths through his nose and continued forward, even as he felt some warmth at the corners of his eyes. He didn't cry when he overheard Rarity's concerns about the two of them, he wasn't going to get upset over something as simple as this. Just get in, get the cupcake, get out.

Perhaps further in Spike's unfortunate luck, he had forgotten that Sugarcube Corner was both the home and place of employment for Ponyville's most excitable pony. As he stepped inside, Spike was immediately wrapped up in streamers, then jerked forward so he was being dragged across the floor. Squirming about in an attempt to break free, Spike prepared to yell, only to get a face full of Pinkie Pie's face.

"Hiiii Spike! Sorry about that! I was just trying out my new invention." Pinkie apologized in her usual cheery manner. It didn't take long for the party pony to take a single streamer between her teeth, giving it a slight tug and causing the entire thing to unravel.

Rubbing the back of his head to make sure no lumps were forming, Spike looked at Pinkie through a winced eye and said "Invention? I didn't really take you as the inventing type."

"I'm not!" Pinkie chirped, not taking any sort of offense at the potential implications of the statement. "But I've been making a few party favors and stuff lately, and that leads to me making a mess, and that leads to the Cakes helping me clean up the mess cause it's their house and business, and that led to them telling me to find an easier way to clean up!" the Element of Laughter explained, already getting to work sweeping the streamers, along with confetti, banners, and other assorted party supplies, into one neat pile. "So I made a Super Duper Party Scooper! Pulls all the party supplies back together, but I've still got some work to do on it." She then turned her attention back to Spike with a smile, although it got disrupted by a look of confusion, then an even larger smile.

Realizing just what it was that had suddenly garnered such a reaction from the pony, Spike held a hand out to keep her from speaking. "I know, I know. I'm covered in paint and look like Rainbow Dash's mane. It was the Cutie Mark Cru-"

"Actually, you're mostly pink, so I was going to say you looked like my coat and that we're like twins! But now that you mention the other colors, it's like if Rainbow Dash and I had a baby somehow, but that baby somehow ended up being a dragon. Would that mean you still came from an egg? I wonder if it's painful for a pony to lay an egg. I hope Rainbow Dash would be the mommy then. I mean, she's blue and I'm pink, so those are usually colt and filly colors respectively, but I think I look way better with a mustache!" Pinkie started rambling, somehow producing a fake, yet very realistic, mustache that now lay across her upper lip.

As Pinkie rambled on, Spike's patience slowly started dwindling away. It was already irritating for anyone, pony or otherwise, to deal with the energetic and often scatter brained pony, especially when she started going on rants, but she was unintentionally bringing up some hard points. He was trying to tune it out, but words like 'child' and 'baby' seemed to ring out, making him flinch. He didn't need any reminders that he was only a baby dragon, and even if Pinkie didn't know it, she was also reminding him that as long as his friends knew him, that's all he would end up being... plus, in that childish sense that he wasn't particularly fond of right now, he was really jealous of that mustache.

Noticing Pinkie was inhaling to continue her ranting, Spike suddenly thrust a finger up to her mouth, the motion accidentally knocking off the fake mustache. "That's nice and all Pinkie, but I sorta need to get back home as soon as possible." Spike replied, gesturing to himself to draw attention back to his paint issue.

"Oh, right! Well what can I help you with? Bath? Shower? Pool pa-"

"I don't need help with that." Spike interrupted, wanting to prevent another string of sentences from the pony before it got too bad. "I just came by to buy a cupcake for Twi. She's got a bit of a sweet tooth right now."

Pinkie Pie nodded and hopped behind the counter of the bakery, pulling up a display case of different cupcakes. "Okie dokie lokie! Just take your pick! We've got Blueberry Bonanza, Sweet Strawberry Shindig, Raspberry Rave, Huckleberry Hoedown, Grape Gala, Pumpkin Pie Party, and Jam Jamboree!"

Scratching a claw to the base of one of his spikes, Spike said "I guess I'll get her the strawberry o-"

"Wait!" Pinkie suddenly exclaimed, cutting Spike off before he could finish. "Why would Twilight want something sweet? She's not usually a sweets person. The only explanation could be... is she pregnant!?" Pinkie shouted, making Spike choke on the mere thought of the alicorn being pregnant. "Ohmygosh! I can't believe it! I need to start planning a foal shower! Aaaagh! Oh! But who's the daddy? I didn't even know Twilight had a coltfriend! The only stallion she really seems to talk to often is Big Mac, but I can't see them going out... oh wait! There's Flash Sentry! But he's in Canterlot, unless he's been sneaking in to see her. Or maybe Princess Celestia sent some Royal Guards over now that Twilight's a princess with her own castle? Oh it's so exciting!"

Spike sighed, his shoulders drooping as he lost Pinkie once more. Not only was she too lost in the idea of Twilight being pregnant, which she most definitely was not, but now trying to figure out what to do for a foal shower and who the dad was. On the bright side, she had already taken the cupcake display case out, so all he had to do was take one of the cupcakes and leave the bits. Unfortunately, in her frenzy of moving about, Pinkie Pie had placed the display case on one of the higher shelves, outside of the dragon's short reach.

Standing under the shelf, Spike reached up as best he could, stretching his limbs to their limit while standing on his tiptoes, but found the shelf was still a full body length's reach away. It was a futile effort from the beginning, but in all of Spike's mental maturity, he still had those occasional child-like thought processes, like trying to reach an object that was clearly unobtainable.

Looking around, Spike found a stool behind the counter, usually used for whoever was manning the register to sit on. Dragging it over to the shelves, Spike crawled on top of it, then tried once more to reach the display case. He was so much closer this time, just a couple of inches from his claw being able to grab onto a part of the case. He was already straining every joint to try and reach it, but he let out a little grunt as he pressed on. Giving a slight frown, Spike decided to give a slight jump, giving him just enough air to grab the case, and for an instant he smiled in success... until he discovered his jump had pushed the stool back, leaving him with nothing between him and the floor.

Pulling the display case into his chest, Spike shut his eyes as he prepared to hit the ground. The entire day had already proven to be a major mess and thorn in his side, so now it seemed that fate had decided physical injury on top of emotional turmoil was the only proper way to top it all off. So he just focused on avoiding damaging anypony's property and didn't move to brace himself, ready to take it full on...

... and yet, the impact with the ground never came.

Cracking an eye open, Spike found himself levitating just over the floor. Blinking in surprise at the sudden turn of events, the young dragon quickly realized that he was enveloped in a rather familiar blue aura.

"Are you alright darling? You almost took a nasty spill." an even more familiar voice called out, the slight accent making the pony speaking all the more apparent to Spike. Turning his head, he found himself staring directly at Rarity. The sight of her sent a mixture of feelings through his heart. Relief and happiness that she was not only there, but the one responsible for keeping him from hitting the floor. But then there was the sorrow and frustration as fresh memories from his spying on her reminded him just how hopeless a situation he was in.

"Th-thanks, Rarity." Spike finally brought himself to say, earning a sincere smile from the white unicorn as she slowly adjusted the dragon's position, then let him descend onto his own two feet.

"No thanks necessary dear, I just wouldn't be able to forgive myself if I were to let my little Spikey-Wikey get hurt in front of my own two eyes." Rarity declared, walking over to the dragon, her smile growing a bit with a hint of amusement as she looked him over. "At least, I assume this is my Spikey-Wikey. I hate to be rude darling, but I don't think pink is quite your color."

Spike hadn't even realized he was still covered in paint, considering all he had to deal with in the short couple of minutes since talking to Pinkie, so the fact she had so clearly brought it up made him blush hard enough that his face was now a fine red. A fact that Rarity noticed as well and couldn't help but giggle slightly at.

"Oh darling, don't worry about it. I already know it's not your fault you look like that. I saw Sweetie Belle and her friends running home on my way over here." Rarity said in that ever so sweet manner that made Spike's knees a little weak. Softening her smile back to its more sincere standard, Rarity leaned in and added "Besides, my Spikey-Wikey is rather dashing, no matter what color he is."

Spike had to gulp hard at this, then shake his head to try and regain his thoughts. As he found himself finally able to think in Rarity's presence, the thought that emerged was one of curiosity. Why was she so calm? Why was she so casual? Last time he saw her, he could tell something was going on even before he filled himself in on her concerns, but here she seemed to be totally fine. Better than fine even.

Pushing those thoughts away, Spike knew he would only cause more trouble for himself if he focused on that, and instead asked "So, um, wh-why are you here today?"

Standing straight once more, Rarity looked over to Pinkie Pie, who still seemed to dart in and out of the room as she dealt with her foal shower concerns, and replied "Well, I was hoping to treat myself to a nice scone after having finished a rather tall order for one of my clients, but it would seem that Pinkie is a bit... preoccupied at the moment."

Glancing at the pink pony, Spike had to nod in agreement. "Yeah, I just came by to pick up a cupcake for Twi, but as you can see, that... didn't work out all too well."

"Indeed... well, seeing as I won't be able to get Pinkie's attention, I think I should just go enjoy a nice lunch at the cafe. They serve scones there was well." Rarity thought aloud, turning her focus back to Spike, her gaze making him a bit uncomfortable.

"R-right, well I should... probably just leave the bits and take Twi her cupcake." Spike said, fishing a few bits out of the bag and dropping them off on the counter. As Spike opened the display case to select Twi's cupcake, Rarity walked up beside him, humming ever so slightly to draw his attention.

"Well, seeing as you have Twilight's cupcake, would you care to join me for lunch?" Rarity offered, the mere question making Spike tense up a bit.

"I-I'd love to, b-but I really should take Twi her cupcake." the young assistant to the princess, or rather a princess, stated. He meant it when he said he'd love to, it was still something that made his heart flutter, but considering what he knew about Rarity's view on their relationship, it'd hurt more to be around her than it'd be enjoyable.

"If that's what you want darling, I just felt bad about making you feel left out during our little tea party a few days ago." Rarity admitted, missing the cringe from Spike as she of all ponies had to bring up that terrible day. "As well as... well, I know that you overheard my conversation with Twilight."

Spike's eyes widened as he looked at her in amazement and a slight bit of fear. She knew? How did she know!? He hadn't said anything and... could one of the Crusaders have said something? They seemed to be so reliable during that time though, respecting his feelings. But they were just fillies, they were bound to gossip sometimes.

Of course, Spike's bewildered look did not go unnoticed by Rarity, who crouched down a bit so they were a little closer. "I can tell darling, you haven't been yourself. Twilight's mentioned that you've just been moping around the past few days since the tea party, so it didn't take much for me to figure out why that is. I think that you and I should have a talk, over lunch preferably... if you'd be willing to join me that is."

The usually purple dragon fidgeted for a moment. It was awkward. About as awkward as when he first admitted to Rarity that he had feelings for her. He wanted to say no and run off. To hide for another couple of days and pretend that he hadn't heard her. But... but there was part of him that felt some level of relief. He didn't know what she wanted to say to him, but the fact he wouldn't have to hide how he felt about the whole situation was... refreshing. So Spike gave his answer with just a small smile and slight nod of his head.

Rising back up, Rarity's grin grew once more. "Excellent darling, I'm pleased I'll be able to have this lunch date with you... but first, let's go get you washed up. I'm sure the Cakes won't mind if we use their bathroom for just a moment." the generous pony offered, getting a nervous chuckle from Spike as she led him into the back.

While Spike was busy getting cleaned up at Sugarcube Corner, the distinct sight of Canterlot's most desirable stallion, Fancy Pants, standing outside of Carousel Boutique had gone... mostly unnoticed it would seem. Of course, Fancy Pants wasn't much for drawing more attention to himself than necessary, plus not all that many citizens of Ponyville were familiar with the high society members of Canterlot unless they wore a crown.

Despite the apparent lack of recognition, Fancy Pants merely smiled and knocked one of his hooves against the door to Carousel Boutique, staring at the door expectantly. And from there, he received no answer. A couple of seconds passed and the smile on his face slowly started to disappear, realizing that the pony he had come to meet with would not be answering her door. Clicking his tongue as nearly a minute passed, he turned his back on the door and started to walk away, considering how else he would get into contact with the designer.

"Hold on a second, I'm almost there!" Pausing, Fancy Pants looked back to find the door opening, revealing none other than... Rarity. She had her work glasses on and a few pins hanging from between her teeth, although as soon as she saw who it was, they immediately dropped to the ground. "F-Fancy Pants! What are y-you doing here, I didn't even kn-know-" Rarity started to stammer, her magic instantly activating to try and make herself more presentable.

Chuckling in his usual charming manner, Fancy Pants slowly approached Rarity. "No rush Miss Rarity, I can hardly blame you for not being prepared. If anything, I must apologize to you for being a bother" he assured her.

"O-Oh no, by all means I'm pleased to see you again. It feels like it's been ages since I last saw you." Rarity chuckled nervously. A look of realization washed over her face as she stepped back. "Oh but where are my manners? Please, come in, I'll go fetch some tea."

Fancy Pants accepted her offer, passing through the front door and began looking around her abode, a bit messy with orders. "There's really no need for that Miss Rarity, but I am afraid I must bother you for something much more... satisfying, if you will." the gentlecolt stated, bringing his focus on Rarity, now looking back at him with a confused, if eager look.

"You see, I was just in Fillydelphia, attending a rather hush fashion show. Next year's lines and all that. Well, I saw what they had to offer and in all honestly was underwhelmed. It was really rather droll and cliche. The others in attendance agreed with me, but were unsure of who to turn to? The designers there were already at wits end and nopony seemed ready to step up to the challenge. Then I remembered your designs and figured if anypony was capable of providing us with a fresh, new, inspired design for the year, it would be you." the stallion explained in a rather calm manner. However, with each word he spoke, the look on Rarity's face became ever more astounded. Smiling at the look he was getting, he added "So what do you say, would you be willing to lend me a hoof?"

Regaining her train of thought, Rarity eagerly nodded her head. "Y-Yes! By all means, I'd absolutely love to help you out! Oh! I must get to work immediately, I've got nothing to present!" Rarity announced, turning to head to her workshop, but was stopped by Fancy Pants' hoof on her shoulder.

"By all means, we have no expectations of you to be ready this very instant, but we were willing to accommodate you with all the material and equipment you'd need out there. So while I wouldn't want to rush you, if you could just grab the essentials, we can be in a private pegasus chariot heading to Fillydelphia in the hour." the well groomed unicorn explained.

Receiving another fervent nod of the head, Rarity rushed off to her room. "I'll be certain to grab just what I need and nothing more! I would hate to leave anypony waiting! Oh, this is so exciting!"

As he watched the mare running off to fetch her things, Fancy Pants' simple, charming smile slowly grew into a sinister sneer. "By all means, we don't want anypony to miss you." the male unicorn muttered, his blue eyes flashing green.

Author's Note

Hey everyone. I don't see myself doing too many of these author's notes (I say that, but watch me go ahead and start doing them for every chapter). Just wanted to say thanks to those of you who are reading so far and showing your support. I know I'm only three chapters in (two if you want to exclude the prologue for being more of a sneak peek), but it's good to know people are enjoying the story. So thanks again and I hope to give you all more to enjoy.