Sleepless Nights

by Forlorn Fate

Chapter 6: Duplicity

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Chapter 6: Duplicity

To me, the most prized possession I have is not my intellect. Actually, I believe that to have been a fortunate side effect of a greater quality. The ability to adapt. Life is nothing more than a field, an ever-changing field. In the survival game of life, those who do the best are not those who are the smartest, or those who are the strongest. The successful ones are those who can adapt the best to the dynamic playing field. Personally, I saw this at a very young age and have lived my life to this standard. It just so happens that the more knowledge you acquire, the better able to adapt you are.

I also do not delude myself into thinking I don’t have limitations. I have many, but I am able to identify them and either avoid scenarios where the lack of ability would prove critical or in the very least, limit them. A single sentence is what started all of this. Somepony once asked my why I could not learn to play an instrument. I had never tried, but I just didn’t feel as though I could do it. My answer was "I don't know." I felt certain that I couldn't, yet I had no idea why.

This sparked a major revelation. I accepted that there are things I do not know. That line made my universe expand exponentially. Instead of taking everything at face value, I began to question everything, no matter how trivial. I started asking myself why and why not on a regular basis.

A wise pony once said "If you know the enemy and know yourself, you need not fear the result of a hundred battles. If you know yourself but not the enemy, for every victory gained you will also suffer a defeat. If you know neither the enemy nor yourself, you will succumb in every battle." Truer words have never been spoken.

The more knowledge I accrued, the more I learned about myself. I forced myself into the habit of pausing before every word spoken. I question things and come to the most likely conclusion based on my observations. Don't get me wrong, I don’t wish for supreme knowledge, I only want to make the best informed decisions I can. That is my answer to regret, for I have none. If you make the best possible decision you can given the current circumstances, how can you get angry or disappointed at yourself with regret?

A blade, no matter how masterfully sharpened, will always have its limits. How can anypony expect it to act as a gun? Or more to the point, how can anypony get upset with any decisions they have made, when at the time, they made the best possible decisions they could have in the given scenario?

Being able to adapt is what enables us to make it through our current mistakes. Being able to learn from those mistakes is what allow us make better decisions and prevent repeating them. Being able to question things is what causes us to grow.

I make it a point to know myself. This is a contributing factor to my borderline apathetic appearance, that and my disinterest towards everything. Gathering as much intel as possible before taking action is key to how I choose to live my life. This in turn allows me, to adapt to ever-changing requirements. Finding out the bare minimum of effort to make it through the current chapter of my life, is what I live for. I don’t want to overwork, or underwork. I just want to get by. I know what I want and I don’t lie to myself about it. But, I also have the ability to say, maybe I want something else even more and just don’t know it. Ignorance is not bliss. I would rather know and be upset than cover my eyes and ears and remain in the dark.

I am finding that now the bar of bare minimum is not quite high enough. I have new things in my life I enjoy. I am in the middle of an unknown enemy, being social and having a friend. I have begun to question whether or not I should maintain this current mindset and stagnate further, or should I chose to tackle this new enemy head on? Worst case scenario, I learn more about myself. Best case scenario, my rent gets cheaper and I may just find one of the key ingredients to becoming happy with no downsides. No upkeep, no repercussions, no sacrifice, no effort.

Talk about unrealistic goals. It would be easier to find a philosopher's stone. But if somepony makes me happy to the point where I begin to question my current life, I would be a fool to not at least investigate further.

I think full immersion is a great way to save time. Perhaps I should throw myself in the middle of the fray and let my ability to adapt kick in. That is something I can put my trust in. Whether positive or negative outcomes, I will take away the prize of experience and knowledge.


"I don’t understand. What are you talking about?" Phony Clare questioned in hurt.

"I can't tell what you are after, Fake-Clare. I can only assume that I am your target, but at the same time, I do not know why. I am poor, unpopular, non-threatening and have no 'beef' with anypony in this town." I spoke with great seriousness, almost as if I was not ridiculously drunk.

"Why do you think I am an imposter? You are starting to scare me" Fake Clare was starting to sweat bullets.

"I have 10 reasons to believe that you are not Clare." I said as I took a sip of my drink. Oh, that’s good.

"What are they?" Pseudo-Clare asked.

"1) Your smell, Clare smells of lavender, you do not. I can't smell it very clearly, but you have a sweeter smell about you."

"2) Your hair. Clare's hair was done up special today. It had a strong enchantment on it. This tells me one of two things: either you cannot copy magic, or the magic used was stronger than you are capable of."

"3) You didn’t react when I called you Clarie. I call her Clare. She is fond of it. This tells me that this doppelganger is ignorant of Clare's feelings and opinions."

"4) When I confessed about sleepwalking, that was a lie. Actually it tells me that you are incapable of copying memories. I noticed you didn’t skip a beat in your reaction, which tells me you are good at reacting on the spot, making you that much more of a threat."

"5) You haven't made eye contact with me this entire time. Basic psychology states that ponies look away when they are guilty, nervous or hiding something. Going by your demeanor, I would say that it's all three. Clare always looks me in the eyes when I speak. This tells me that either you are doing something you dislike, you are inexperienced at what you are trying to do, or are young."

"6) You had to look for a clock when I asked you the time. Clare has perfect chronoception, down to the second. This tells me that you more than likely planned to come up with a plan on the spot. But that leads me to believe that I was not a target from the beginning."

"7) When I made that sexual comment, you went for it. Clare would have stammered on and got very uncomfortable. This tells me... Well to be honest, not a whole lot. But it does satiate my curiosity to see what would happen."

"8) Clare had too much alcohol to walk while carrying two full cups without spilling any. These cups were fully filled. This tells me that you were not partying or having a good time. Rather, you had a purpose for being here and couldn’t risk being intoxicated.

"And, " I cannot believe I talked this long without getting sick.

"9) This is the biggest give away, Clare has many cute freckles all over her body, you have none."

I took another sip. Sometimes, I impress myself.

There was a brief pause. I don't know what she is after, but if she went through all this trouble, it must be important in some way. Figuring out why she is not Clare is not as important as figuring out her motives.

"I thought you said you had 10?" Not Clare looked sullied with defeat.

"Oh right... And 10) Clare is passed out behind a bush over there." I pointed across the street at a nearby bush.

Un-Clare facehoofed.

I only had 9 reasons, I was just hoping to figure out another while I was in my clever speech. It wasn’t until I got to number 8 that I spotted the hoodie poking out from the shrubs. Though, I kind of didn’t want to mention that one because it made the rest of my deductions seem less spectacular. The only thing I couldn’t quite figure out was how she knew my name. Most logical answer is she saw our performance earlier. Now that I think about it, that has to be it, because she mimicked her voice. It's just a coincidence that it seems a lot of ponies already know my name before I have met them.

"I guess I failed. I am sorry, I shall take my leave." Faux Clare started to get up.

"What for? We were having a delightful conversation." She paused while attempting to leave. "Everything about you is a lie. Except for your eyes. I know that look all to well and it's not ill will, it's desperation. In my intoxicated state, I appear to not be as disconnected as usual. So tell me, what's your story?"

I leaned back in my chair and tried to wear my most welcoming face. Welcoming face feels a lot like my regular face. Either that or I am doing it wrong. I am going to need to try harder at mustering an expression here if I want to figure this out.

Her voice changed slightly, in place of the cute high pitched voice of Clare, it shifted to a more serious tone. It was a deep yet feminine voice that almost reverberated at times. Though it was bolder, it felt weaker. It sounded... Lonely.

“I don't want to hurt anypony… I Just wanted a meal,” she said after a brief silence. “I saw your friend passed out and thought this was my best chance. I am so sorry. I watched your performance together, you two must be quite fond of one another.”

It's weird, for some reason I believe her.

“You’ve lost me. You went through all this trouble for me to buy you food?” No, that is not it. She is not far from breaking and telling me everything. She seems timid, I must take care not to say anything too aggressive.

“N-no… That’s not it.” Her face was hanging so low, I had trouble seeing her eyes.

Think, Fae! Navigate this damn conversation. Stupid alcohol. It is impairing my ability to figure out the perfect statement to get my desired result. I feel like I should have all the information required to solve this puzzle. Hmm... More alcohol may actually be the answer.

“Well, seeing as though you must have paid for the drinks, why don’t we change the topic for now as we loosen up?” I said as I sucked down a gulp.

Anti-Clare began to drink. Good, her drink isn't poisoned. I am fully prepared to force myself to vomit if I can't get her to drink mine as well.

"Maybe I am just too drunk and I've lost all sense of taste, but does this taste funny to you?" I asked through a disgusted look.

Wannabe-Clare took a drink of my ale. "No tastes fine to me, how much have you had to drink?"

Score! One last variable to eliminate before I can be satisfied. I reached for hers and took a sip.

"Still tastes funny. I guess I am drunk." I said with a concluding chuckle.

"Haven't you been drunk before? You should know how it feels" She questioned. Good, she is now willingly speaking unprovoked.

"Nope, while I can say that it is rather enjoyable, I don’t know if I will be doing this on a regular basis." I answered.

"If you enjoy it, then why not?"

"Because it costs a lot. This whole festival really damaged my wallet."

"Then why attend?" Counterfeit-Clare asked.

"She wanted to." I nodded towards Genuine Clare.

The look of guilt grew upon Fools-Clare.

"I just told you something that I will never admit to anypony about. How about something about yourself to repay me?"

“There are… Just some things I can’t discuss.”

“Don't worry, there is so much commotion around us, nopony will hear or pay attention. Let’s start off slow. What’s your name?”

“Beatrice… My name is Beatrice.”

“That’s a very pretty name.”

“Why are you complimenting me?” Beatrice was starting to crack up. “I just stole your friends identity and I was going to… I was going to hurt you! Why aren’t you hitting me? Why aren't you upset?”

“Because no harm was done.

Because I know those eyes.

Because I truly believe that you don’t want to hurt anypony.

Because if you were really going to attack me, you would have fled when you were found out.

Because Beatrice is a truly wonderful name that is quite possibly the best name I have ever heard.

Because I’m too drunk to physically move without getting sick. Take your pick.” All of these things were true.

“I don’t want to hurt ponies, I’m just so hungry. I've seen you two together. I… my kind is not welcome... Anywhere.” The imposter began to tear up.

“Your kind?”

She slammed her hooves on the table and leaned towards me with streams running down her face. “I’m a changeling!”

“I see. That does explain a lot." Damnit! Sober me would have come to this conclusion! A changeling though, this is quite rare.

“My kind is hated, sought out and destroyed. Most of the time, with good reason, but I am not like them. I don’t want to hurt anypony.”

Uh-oh, we were starting to gather some looks at this scene of drama. I didn’t expect her to start making a scene. We should continue this elsewhere. As much as I liked the security of being in public with a potential assailant, I really don't think she is dangerous.

“Haha, Clare, don’t be silly! I’m not falling for your prank this time!” I said with as much volume as I could.

I leaned in close. “There are too many ponies here. Come back to my place and we can talk there. Let me go grab Clare.”

"Now you are inviting me into your home? Are you an idiot or do you not care what happens to you?” Beatrice questioned as her eyes continued to pump out liquid.

Stay calm, Fae. She didn’t mean it like that.

"Neither, you intrigue me. I won't be satisfied if you run away now and I never figure this out. And after seeing your mannerisms, I really don’t think I have cause for alarm."

"OK.” She said after a few pre-meltdown sniffles.

We got up and made our way across the street, behind the bushes. Clare was unconscious on the ground. She didn’t appear to be hurt. My guess is that she must have passed out after finding a place to regurgitate some of the booze. I am at my limits myself and she is much smaller than me. We drank together this whole time. I should have taken it easy.

“Will you help me get her on my back please?” I requested.

“Sure.”

With a little bit of effort, we draped Clare over my back. It was a bit weird to see the pony that was on my back standing in front of me.

“This looks very suspicious. Can you change into something else?”

“Like what?”

“I dunno, anypony other than the one on my back?”

With a flash of yellow, Beatrice morphed into a spitting image of myself.

*Facehoof*

“How is that less suspicious?”

“You said anypony!” Beatrice defended.

“Anypony that isn’t in our immediate vicinity!” I said as my voice became progressively shrill.

With another flash, her appearance changed to that of the pony who had the basic image of Vinyl, but wearing the colors of Octavia. Good enough. At least she didn’t fully transform into a celebrity.

“That’s better. OK, come with me. We will go back to my apartment and continue this conversation.“ I said as I wore a genuine smile. What is wrong with me? I am getting excited to speak with somepony. I take it back, I dislike being drunk.

Beatrice nodded in response as we set out.

We made our way through the streets and headed towards my apartment, which I maintain is nothing less than a miracle because I can hardly see straight. I barely can stand up straight, let alone carry another pony without falling. I did gather more intel on Beatrice though. As I began to sway or lose balance, she would grab hold and correct my balance for me. Without her, Clare may have made it home wearing many bruises.

We entered my home and I flipped on the lights.

“Come on in, make yourself at home” I said as I hobbled over to Clare's bed and placed her on top with the grace of a dump truck. I removed her hoodie for her and placed it hanging on the edge of the foot of the bed. I felt a little wrong while stripping her, but this article of clothing was far too valuable to get wrinkled. Though, it does have a few dirt covered areas and a grass stain. I will have to clean it for her tomorrow.

She slowly walked in and shut the door behind her. She made certain to lock it once inside.

“Now, if it's alright with you, I’d like to chat with Beatrice. The real one.” I said while returning to the kitchen.

“I don’t think that’s a good idea. My real form is hideous.” She sounded upset. “It will make you hate me.”

“Hating somepony takes too much effort. Besides, I’m clearly on a role with this friend making thing, don’t stop me now.”

She started to tear up again. I placed a hoof on her shoulder. “Look, I don’t care what you look like. I just want to know my new friend. After a moment of hesitation, she briefly emitted a bright yellow light. Her appearance had changed, revealing a black equine figure with slim, lengthy extremities, riddled with hexagonal holes. She also had long golden hair that seemed very different in texture to pony hair. Atop her back she possessed wings that resembled that of an insects. I hate insects.

“You hate me now, don’t you.” She was still crying.

“Honestly? I was expecting ugly, but you look really hot! Like on fire hot. Hoof to Celestia, you are drop dead sexy. Wow.” I can’t explain it, but I was really turned on by this.

“E-excuse me?” Her face turned quite red, but she was also smiling.

“I think the alcohol has inhibited my inner monologue.” I really hadn’t meant to say all that.

“Heheh, that’s the first compliment I’ve ever received.” She started laughing harder. Her laughter almost sent a chill down my spine as it sounded a little evil yet playful.

“Look, I know how it is to live with a secret you can’t share. And I’m starting to learn that it's actually more common than you’d think.” Something about her, really tugged at my heartstrings.

“Are you telling me that you think you could live your whole life in fear of somepony finding out who you are?”

“I have.” All too well. After the first time ponies finding out about this, I made certain to never let it happen again.

Maybe it was the whole being drunk thing… But oh well, why not?

My eyes began to glow as a horn began to form. I used my magic to levitate some coffee cups and floated them onto the table in front of us. With a concentrated burst, both cups flashed. After the light subsided, steam started to rise from the cups.

Beatrice’s tears were no longer falling. She leaned over the cups to inspect them.

“It’s hot cocoa. And I think this is the first time that particular spell has ever been useful.” I explained.

She picked up a mug and brought it to her dainty ebony lips.

“Wow, it's good! But, how can you do that?” She asked in between sips, clearly enjoying this magical concoction.

“I don’t know. But let’s just say, ponies didn’t react well when they found out. Even though magic is commonplace, an earth pony using magic was enough to get my entire family chastised. They went through so much because of me. I had to leave my old life behind and move far away. I never even told anypony what I was doing. I just left.”

“Why are you telling me all this? If what you say is true, then would me knowing put your current life at risk?”

“You showing me your true self, didn’t that put your life here at risk?” I countered.

“What life? I’m just drifting through this town. I don’t have a home, and I never will. I can’t stay in places for too long. If I go without feeding for a while, I start to lose my ability to hold a form. So I try and feed a seldom as possible.” Beatrice looked desolate.

“What to you mean feed?” I have a basic concept of this, but a new firsthand explanation would be beneficial.

“Changelings feed on emotion. Love is usually the most filling and delicious, but it drains ponies of that emotion. That’s why I try to take just enough to keep me alive and no more.”

“How often must you feed?”

“I can get by with a few days before symptoms start setting in.”

“You do this instead of food or in addition to?”

“We still need to eat, it's more or less like another necessity like hunger, thirst, and sleep.”

She does appear to be very thin, almost to the point of brittle.

“Will any emotion suffice?”

“Yea, it just doesn’t taste good and would require me to feed more often. But it doesn’t bother me.”

“How long since you last fed?” I asked.

“About a week.”

"How long before it could be life threatening?"

"I think the record is somewhere around 9 days or so."

“I can't have you starving to death while I'm trying to talk to you. I am your host and all. Here, feed on me. ” I pulled my hoodie down past my shoulder.

“Heheh, I’m not a vampire,” she chuckled, “I don’t bite.”

“Oh well, a mare can dream,” I said, surprised by my words. Stupid alcohol.

“Are you sure about this? It will make you very tired. It's a very draining procedure. I feel bad“ She sounded rather concerned.

Releasing my hoodie, I nodded. “But if you can feed with permission, doesn’t that negate the iniquity?”

“Maybe a little. But it was almost easier to feed on those I don’t know. I don’t want to hurt somepony who may become the only friend I’ve ever had.”

That touched me…

“Well don’t see it as you doing something bad to me, see it as I’m doing something good for you.” I said with a smile.

She thought on this for a moment. “Ok then, I’m going to start.”

She approached me with divine grace. I shut my eyes and tensed up, waiting for the pain. Suddenly I feel a pair of lips on my own. The were so soft and warm, with a slight taste of honey. So that was the scent I couldn’t place...

I opened my eyes to see her pressed against my face, eyes shut as she continue to passionately kiss me. Up close, she had such a look of cuteness and innocence. The kiss continued for the next minute or so. As every second passed I felt more and entranced by her smell and taste, coupled with how sexy she looked. I am feeling a new feeling I have never had. She was stirring a burning from within.

Her lips began to retreat as she simultaneously opened her eyes, she has large, stunning emerald eyes. She stopped just a few inches from my face.

“Wow, uh… That is a very … Interesting method of feeding you have.” I nervously laughed.

“Oh, I haven’t fed yet.” She said.

Oh, wow. I’ve got nothing. I literally couldn’t think of a single thing to say. So I took the classy route with very intelligent “Ugaho?” which was comparable to mixing several words into one, with the coherence of an idiot.

She opened her mouth and started to inhale. a sanguine vapor-like aura began to exude from my body. Slowly, it made its way to converge in front of me and streamline into her maw. I felt the effects right away as my soul started to deflate. It became increasingly difficult to stand as my already skewed vision grew blurrier. I could see why she said she didn’t want to do this, it was a very enervating sensation.

She quickly closed her mouth biting off the stream of energy. The residual energy made its way back to my body in retreat. It wasn’t much, but the little bit that returned, eased my discomfort.

“That should be enough to last for a little while.” She said as she closed in again, this time to throw her arms around me, delivering a very heartfelt hug.

As she stood there hugging me, I could smell the honey yet again. This scent was intoxicating and made me yearn for more.

“So if that was the feeding, then what was that kiss?” I am a little confused.

“That was my way of thanking you.” As she spoke these words, her eyes were locked with my own, while smirking. "I hope my first kiss will suffice."

Again, I was speechless.

Everything began to get fuzzy. I fell down to the floor. The feeling of impotence was intense, though at least I was expecting it. I guess this must be the effects combined with the effects of alcohol. My brain is displeased with everything that has transpired tonight.

“If you don’t mind me asking, what emotion... Did you eat?” I cannot even get a full sentence out without taking a break in the middle to recuperate.

“Lust. I’ve never had a finer meal. Haven't tried that one before, it taste close to love. But this one was much better.” Beatrice stated while placing her hoof on her stomach.

“I'm glad.” She was definitely someone I can trust. Just doing this for her wasn’t enough to slake my desire to help her. Give a pony a carrot and she will eat for a day. Teach a pony to farm and she will eat for a lifetime.

“Hey Beatrice, what if I said that you don’t have to be a drifter?” I asked.

“What do you mean, Fae?”

“You could stay and live here with me and Clare. If you do that, you can feed on me as much as necessary. And I know Clare would love to be your friend as well.”

“Seriously? You would offer a stranger your roof?”

“No, I’d offer my friend one.” I know that was a bit cheesy, but cheese makes everything better.

The tears started back up as she began to cry once more.

“I want to refuse, but I can't bring myself do it. I've never had an opportunity like this before. It may be my one last shot to have a life. You are the nicest pony I’ve ever met. I don’t know what to say. Thank you.”

“It's no problem, besides maybe I’m just looking out for myself. I've never wanted friends before, but since I made my first one, I realized that it's not as bad as what I thought. There aren’t many ponies in this world that I can tolerate, they are just incredibly rare. I only found the first one a few weeks ago.” I gestured to Clare. She was still out cold, sleeping peacefully curled into a ball.

“Heheh, good rationalization. If you are sure that it's alright. I don’t want to burden you two. Where would you like me to sleep?” She asked, looking around at how bare the apartment was.

“Anywhere is fine.” I said, struggling to move my hooves to take me to my bed.

“Can I sleep under your bed?” She asked in a curious tone.

I paused and turned around.

“That is an odd choice.” I stated while reading too much into it.

“Actually, I love tight spaces. They make me feel comfortable and safe.”

“Well if that is where you would like to sleep, please feel free.” I grabbed one of my thin blankets off of my bed and handed it to Beatrice, along with one of my pillows. I have too many of them anyway.

My eyes were getting very heavy.

Beatrice slowly approached my bed, knelt down on her hind legs, then her front ones. She began to shuffle her shoulders back and forth as she began to disappear under my bed.

“Good night, and welcome home, Bea.” I plopped on my bed, face first.

Despite being dangerously intoxicated and drained of an emotion I didn’t know that I had, sleep remained as elusive as always. I don’t know how to get to my cache without Bea seeing me. But, everytime I close my eyes, the room spins in every direction at once. It was beginning to make me nauseous.

Screw it, I'll deal with the repercussions later, I need sleep. I got up and lowered my face under my bed to try and look for that box. I was trying my best to avoid making any noise. Hopefully Bea was asleep.

"Fae?" I heard a faint whisper come from the back. The voice almost carried the feeling of hope. She stuck her head out to the edge, so that only her face was visible. In this dim lighting, she was hard to see, but what I could make out was very cute. "What are you doing?"

Damnit, I was hoping to not trigger this event. My brain is too disabled to think of a lie at the moment.

"Oh, Bea. I'm sorry I didn’t mean to wake you," I whispered.

"It's fine, I was still awake. I can't sleep. What are you doing?" She asked through a yawn.

"Hey, is there like a big block of wood down here?"

"That is pretty random. Yea I think I saw one. Gimme a sec." Bea retreated only to reappear moments later. She slid the box out and whispered in a high tone "Here you go."

She didn’t immediately return to the hiding place, instead she just laid there looking at me.

"Thanks. Sorry again for waking you." I started to turn around and leave, but stopped and resumed the conversation. "You aren't going to just pretend this didn’t happen, are you?"

She shook her head from side to side. "I'm too curious."

"You can't sleep?" I asked.

"No, I have trouble sleeping in new places. After I become familiar with it, I have no problem sleeping." Well that’s nice, she knows exactly what keeps her awake. I must admit, I am envious.

"I'll make you a deal. I'll help you fall asleep, but in return, you cannot mention this to anypony at all. Deal?" I stretched my hoof out towards her. She grabbed it and pulled herself out from the underside of my bed.

"I promise."

We made our way to the bathroom while I carried my sleep crate. Shutting the door behind us, Bea was the first to speak.

"Fae, I've never done this before..." She said while blushing.

"What?" I asked.

"Please be gentle." She said, pressing herself up against the wall.

"What?! No we aren't doing that!" I was trying to watch the volume of my voice. It would be bad if Clare hears us. "I was going to give you something to sleep."

"Oh..." Bea responded in disappointment.

I pulled out the box and unlocked it with my magic. I missed the sight of all of these bottles. Just resting there waiting to be drank. Don't worry, my lovelies. Mama's here.

Bea peaked over my shoulder and began to giggle. "Sleeping potions? Why is your covert operation sleeping potions? I mean, why the secrecy?"

"Drugs aren't typically socially acceptable," I answered. "I'm just doing what is needed and having to explain to ponies is a hassle. That and everypony would feel like they are better than me if they knew."

"Why are you showing me?"

"Well four reasons; you already caught me retrieving the box, you already know a much bigger secret, I do not believe you will think less of me and you were having trouble sleeping. I can help." Granted, if I could have, I would have much preferred she didn’t find out.

"Good points. I'll take one then, how much do I owe you. I know they are expensive." She said peeking her nose in the box.

"It's all good. I am not a dealer. Besides, I made them. The ingredients are not that expensive. Just water, Mandragora and flavoring. Mandragora can actually store mana, so I just fill it with my magic. It's much cheaper than buying the ingredients for an actual sleeping potion. You may want to just take like one fourth of a bottle, they are extremely potent. Besides, I like the loophole. You can't cast a sleep spell on yourself. It defies a law of mind altering magic. It's your brain's safeguard. I can however scribe a scroll or imbue something with my magic that can affect me. It’s a neat trick around your brains limitations I discovered"

"So I am drinking Fae's essence?" Bea whispered. She quickly covered it with "That’s pretty smart. I'm not good at magic, but I am familiar with it. My magic revolves around trickery. If it's all the same, I want to take the same as you." She looked embarrassed to have said that.

"Well, normally I take one, but being drunk is hurting my ability to fall asleep. I will probably take two. I don't think I can let you take more than one for your first time and even that is pushing it."

"Oh... Ok. Are you sure that’s not too much for you?" She asked in worry.

"It's not uncommon. Actually, the reason these are so strong is because they were basic ordinary strength, but after I had to take so many to fall asleep, I kept doubling their potency to decrease the amount of bottles I needed. One of these bottles is the equivalent of 16 basic sleeping potions. I have a massive tolerance built up, I will be fine."

"Wait, you have insomnia, or are you just looking for a high? If you don’t mind me asking. Actually I'm ok with either answer." She added a wink to that last bit.

"Insomnia. But, just because I am one doesn’t mean I can't enjoy the other. At the very least, it makes lying there awake more tolerable."

"Well, here's to hoping I can sleep tonight." Bea said as she raised her vial momentarily before putting it to her mouth. I followed suit and downed both of mine.

"That actually tasted really good. I-" Bea cut off mid sentence as she became disoriented and wobbly. "Y-you... Were right. They are.... Strong"

"Let's get you to bed, Bea." I said while ushering her to her underbed.

She was rapidly losing coherency.

"Fae... You pretty... And... You taste yummy." She mumbled as she staggered on.

I know it's just drugged up nonsense talk, but that comment made me happy. She was out before we even left the bathroom. As she laid there on the bathroom floor, many things were going through my mind. Things like, her sleeping face is gorgeous, I hope Clare didn’t hear that thud and I really hope that I didn’t just kill her. I wonder if I should have given her a weaker dose?

The following morning, as my consciousness began to stir, I awoke with a throbbing headache. I felt sick, very sick. I opened my eyes as my headache got worse. Light hurt. Sounds hurt. Thoughts hurt. My everything hurt.

"I'm never drinking again..." I mumbled.

"Good morning Fae! Hungover?" Ack! The frequency of her voice was murder to my ears.

"Yea... I think so." This was horrible! Who in their right mind would drink after having experienced this? "Make it go away."

"Quickest way to get rid of it is to get up and move around. Spend all day in bed and you will feel horrible all day." Clare offered her sage advice.

"Never. I'm never moving again." I rebelliously stated.

"Then you better get used to being hungover. You will be forever." Clare screeched. At least, I think it was a screech.

I slowly started to make my way to the edge of the bed and crawled off of the side.

As my face made contact with the floor, I felt something under me quickly retract under the bed as the whole structure bounced off of the floor with a "Ow!"

I was too hungover to process anything. This was easily the most painful faceplant I have ever had and I have left craters before.

"Fae, I think you landed on Beatrice." Clare stated with concern.

I turned my face slightly to look under the bed, As Clare said, I had indeed landed on my new roommate. "I'm sorry, Bea..." I could barely manage that, this hangover was just too devastating.

From underneath, Beatrice's face emerged and came closer to my own. She appeared to have a much deeper color to her coat and mane than she did last night.

"How did you know I was here?" Beatrice asked, turning her head to Clare.

"I was awake last night. I overheard you two talking in the kitchen." Clare admitted.

Beatrice began to wear a look of panic, but it was short lived when Clare spoke up "I made breakfast for the two of you." She said with a wide smile. "My name is Clarion Days. You can call me Clarie, but you already knew that. I am looking forward to becoming good friends with you." Her voice was nothing but genuine.

Beatrice left her hiding place, and squeezed past me on the way out. "You don’t hate me already?"

Clare walked up to her and delivered her a hug. "No way. You seem like such a nice… pony? I actually don’t know how to choose my words with that one. Teehee"

"Heheh, pony is fine. I'm technically all creature types at all times. Thank you, I'm sure we will become best of friends."

I started to rise. I sat up, feeling a trickle running down from my forehead, but that was nothing compared to the migraine I possessed.

"Fae!" The changeling ran over to inspect my head. "You are hurt!" She wore the look of concern.

"Oh it's fine, it happens." Luna damnnit! That hurt like hell.

I may not be showing any signs of it, but trust me, I was screaming on the inside. It's like my brain is trying to eject itself from my body. Given my current levels of nausea, I would say it's trying to exit through my stomach.

She got up and flew over to the table retrieve a paper towel, her flickering wings making a very low hum. Actually, that hum meagerly helped suppress my headache. I just need an army of changelings to storm my house now.

She came back and dabbed my forehead tenderly.

"T-thanks Bea."

She appeared to blush as I said that.

"I am fine really. This literally happens daily. There is no stopping it, so you probably should make sure all of your hooves are not near the danger zone."

"That’s ridiculous, why don’t you just like put a hundred pillows there? Or sleep on the floor? There is a hundred things you can do to prevent it." Bea was having trouble believing me.

"I wondered that too. Why don’t you be more proactive in preventing it?" Clare stepped in.

"I have. If I take countermeasures, it ends much much worse. I think that it is my body's way of waking me up. I tried the pillow before, I moved it right before I landed, every single time. I tried sleeping on the floor. I will never try that again. I ended up zombie-ing my way to the window and tumbled out. That was a three-story fall. It was not pretty. I have tried many ways, eventually I just gave up. My effort was wasted everytime."

"What about when I put a pillow there? That worked," Clare asked.

"I am pretty certain it is because I didn’t know it was there beforehand. So Zombie Fae didn’t know to stop it."

"I bet me and Clare can stop it. There are two of us. So long as we don’t tell you our plans, you won't know of them." Bea was overjoyed to be of assistance. I could tell from her demeanor. Also, the fact that she said "I'd be happy to help."

"I don’t know, bad things happen to good ponies when dealing with Zombie Fae, she is a bitch. I sometimes am somewhat conscious when I go zombie, but I can't really do anything of my own volition."

"We got this! We will protect you from her." Clare stated with a determined look.

"You are free to try, but don't say I didn’t warn you." I believe trying to stop them will be a losing fight. I'll let them find out for themselves and if they get hurt, I'll just take their injuries and tell them to stop. That should be the easiest course of action.

"What could possibly go wrong?" Bea questioned.

"Oh, no! Beatrice don’t say that! You will make things worse!" Clare ran to Bea and began shaking her by the shoulders.

"Fae is already getting hurt, how can it get any worse?" Bea said with pauses in between shakes.

"Don't you watch TV? You just said two of the most taboo lines in existence." Is Clare superstitious? I think will tuck this discovery in my back pocket for now. It could prove entertaining in the future.

"Why? What happens?" Bea dizzily asked.

"This mission just got harder."

"What like superstition?"

"Exactly."

"It won't happen again, just stop shaking me please."

"Oh! Right, sorry." Clare backed off of the new tenant with remorse. "Yes, like superstition."

Oh this should be quite entertaining.

I shakily rose to my hooves trying not to agitate my migraine any further and headed to the table where there were 3 bowls of oatmeal sitting there for us.

We seized the bowls and head back to sit on the floor against our beds. Clare against hers and me and Bea against ours. This Oatmeal was pretty out of this world. It was littered with various fruits and was quite sweet. I think that pony puts sugar in everything. No problem here, I love sugar.

Clare had a donned a nervous look about her. But after a few moments, she spoke up. "So you two met last night?"

Head throbbing, I answered "Yea, She tried to kill me."

"No I didn't!" Beatrice objected. "I wasn’t going to hurt you!"

"Relax, I was joking" I smirked.

"You two get along rather well." Clare looked more nervous. She was clenching her bowl with both hooves.

Oh man, she was awake last night. She saw the kiss! What do I do??? I'll just be straight with her.

"Clare, it's not what you think! There is nothing going on between us," I said without thinking.

CRAP! Now I am going to hurt Bea's feelings.

Clare looked up and her face lifted.

"Yet." Bea added.

This comment caused Clare to tense up with a psychotic smile, cracking the bowl she was holding.

"I … Uh.... Heh...heheh... Bea that’s not helping." Oh man, oh man. How do I get out of this one?

"I HAVE TO RUN TO GET HEADACHE MEDICINE! So if you will excuse me, I will be right back." I quickly fled the scene. I didn’t think that one through, I panicked.

On my way to the store, I couldn’t help but think "I'm pathetic..."

*****BEATRICE*****

After Fae escaped out the door, Clarie and I looked at each other. I hope we can get past this. She is my second friend ever. I feel I can trust her. I don’t really know her, but if she can be a good friend of Fae's, I'm sure she will be a good friend of mine in time.

"Clarie, I know you two have a very special bond. I don’t want to disrupt that. But at the same time..."

"You scare me Beatrice.... Not because of what you are. But you scare me because.... I.... I am...."

"I thought long and hard about this. I want Fae. She is the nicest and most sincere pony I have ever known. I really like her. But, I am probably just deluding myself. I doubt I could ever get anypony to think of me like that. Say the word, and I'll leave. I have no right to try and steal from you." I don’t want to leave, but I also don’t want to hurt anypony.

"Oh Beatrice... I didn’t mean for any of that. No, this is your home, and I do not control Fae's life. I meant it when I said I want us to become good friends. How about this, you stay here, live with us, you and I become best friends, and we do not let results affect the relationship between us?" Clarie was too kind. I don’t deserve to have a good life. I am an abomination.

"Why are you being so nice to me?" I asked.

"Because you are my friend, dummy. Besides, I'm sure that if we play this out, we can find a way for both of us to be happy."

"What exactly do you mean?" I asked.

Clarie stood up and reached out to get me standing as well. She was much shorter than me. She extended her hoof towards me.

She is willing to let competition infect her peaceful, carefree life? Clarie, you are either very confident or a fool. I can live with these terms and conditions. After all, I've nothing to lose. If I fail, I still will have two friends.

"Let the best girl win"

*Hoof bump*

**************

I returned to the house carrying a bottle of headache meds, though my hangover had already subsided. With my roommate count increased, I should probably carry these with me at all times. I walked inside, Clare and Bea were having a conversation about her picking a disguise to maintain while she is in public.

"I am not very good at cloning ponies. Fae knew instantly that I was a phony." Bea said with touch of shame.

"But you were only found out because you tried to copy somepony. What if you picked a look that’s all your own? Don’t mimic another, just create a identity." Clare had a really good idea. She doesn’t give herself enough credit, she can be pretty smart.

I didn’t like Bea having to hide who she is, but at the same time, it would be naive to believe that she could live a normal life without doing so.

"I … Can try." Bea looked at me and closed her eyes while she concentrated.

In a golden flash that filled the room, Bea's appearance changed. She became a navy blue mare, with light blue hair and dark streaks in her braided mane and hair left out on the sides to frame her face.

"Oh wow, Beatrice you are beautiful!" Clare marveled at the new look.

*Facehoof*

"Bea, You turned into a clone of me with just a color swapped palette." I said with my face buried in my hoof.

"But, I'm not you. I want to look like this. We look different enough so that ponies won't think I'm you." Bea was dead set on this.

"Fae, Beatrice is trying to discover her identity. If she feels comfortable in this form, then we should let her look how she wants."

"You two seem to have gotten chummy rather quickly."

Bea-Fae and Clare exchanged smiles.

"You are right Clare. But ponies will notice that we look so similar.” I pointed out.

“What if we say that we are sisters? It would help me even more if I had some kind of tie with somepony.” Bea asked.

“Even better! Fae, what do you think?” Clare inquired enthusiastically.

Yea that’s great until somepony notices me checking out my sister…

“I guess that could work, but I hope you will revert back to yourself when we are not in public. Not that I'm not flattered about your new appearance, but... I kinda prefer the real you."

Bea-Fae reverted back to her insect-esque state and trotted up to me. She put her muzzle in my ear and whispered "Thank you" as I felt a long, thin, slimy tongue slide across the outline of my ear.

In a perfectly natural response, I melted, lost my balance and promptly fell to the floor.

"Beatrice, that's cheating!" Clare protested.

I was too busy being a puddle to notice.

"Hey, I'm not stopping you from doing it. She has TWO ears you know" she said sticking out her freakishly long snake-like tongue.

"What? That's... That's not what I meant and you know it." Clare got defensive.

Still a puddle over here...

"OH, so you are jealous?" Bea said in an overly seductive tone, right before repeating the very act that incapacitated me on Clare.

"EEEK!" Clare shrieked and rocketed on to the nearby table, shaking.

"My, those were very different reactions." Bea stated while starting to laugh "MUHUHAHA"

Clare's eyes widened as she heard this. "Holy crap! That is the second most diabolical laugh I have ever heard."

This caused Bea to cease her laughter. "Second most?"

Clare grew quite the evil grin herself and raised a bent hoof to her face "My Beatrice, your hair looks so tattered and dirty."

*******Beatrice********

"I am a changeling, our hair is full of holes." I pointed out in a bland timbre.

Clarie made a beeline for her bed, wrapping herself in her blankets.

"Clarie, what's wrong?" I could see my breath accompanying my words. It didn’t feel any different, temperature-wise.

As I stood there bewildered at what was going on, the walls and floor became blurry, while all objects remained clear. Lights began to die.

"What the hell is going on?" I asked, but it didn’t sound right. It was almost as if I were trying to speak from underwater. Calm yourself, Beatrice. Stop and think. This isn't normal. Could it be poison? Or magic? I can stop this.

Fortunately, changelings are quite gifted in dealing with toxins. It's almost second nature to purge them. I began flexing my limbs as if I were bunkering down. Starting and stopping this act will expel any and all poisons.

Might as well deal with the other possibility while I can. Utilizing what little magic I possessed, I attempted to dispel any magical effects from my mind. With a flash it was over. I stopped flexing my limbs to see if I had succeeded.

I looked up to see that the environment around me seemed to have changed. Straining my eyes to see, I could vaguely make out that the walls have been replaced with what appeared to be metal. I was in some kind of tunnel that extended beyond my sight. The floor became wet as I felt a warm rush of liquid passing through.

"Why didn't that work?" I was starting to panic, and that is something I don't do. Clarie! The bed is gone! In fact nothing had remained the same as it were mere moments ago.

If it's not poison or toxin, then what is it? Was I teleported to a new location? That would require some very powerful mag.... "Fae!"

Did Fae do this? I spun around in desperation. Maybe Fae is here too!

There she was just standing there. Hoodie pulled over her face. "Fae! Thank Chrysalis, what is going on? Hey, are you ok?" I approached her and put my hoof on her shoulder. As I touched her, her body exploded in a vast expulsion of ashes.

"Heheh, Jokes over, Fae. You got me... I am scared...... Clarie? I have to get out of here!" I took flight. I don’t know where it goes, but I have to get out of here.

As I flew for my life, sounds began to echo from behind me. It was a heinous laughter the continued to grow in volume and pitch. Wait, is this what Clarie was talking about?

Speeding down this pipe, tiny shimmers of blue light started to form all over the lining of this cylindrical prison. They quickly took form and shot out becoming chains, reaching for me.

I managed to maneuver around seven or eight of them, but I was eventually impeded. Despite my vicious struggling, multiple glowing blue chains constricted each of my appendages, stilling me in midair.

The water erupted in green flames, embers floating to the ceiling. I began hearing the sounds of ponies burning and screaming. Out from the flames rose a ghostly apparition. All I could make out was a set of glowing eyes encompassed by Fae's silhouette.

"SOMEPONY HELP ME!" I screamed to no avail.

The water started to rise rapidly. Flames still shooting out, the underneath was pure black and looked like tar. I tried to shapeshift into something smaller, to loosen the bonds constricting me. No good, they just grew tighter and adjusted. The fire passing over my body was excrutiating. The water was already halfway up my body. Whatever this was, was highly acidic, my entire lower body felt like it was melting.

Well, I guess this is it. They say your whole life flashes before your eyes just before death. Mine didn’t. All I could see was Fae. The only flashes were of a future that could have been. Wait... Maybe what I feel for her isn't as simple as I thought. Could I have been running away this whole time under the wrong assumptions? I ran because I always told myself that ponies only want to hurt me. But was that an excuse to stop myself from attempting to pursue a foundation?

I have never tried digging myself in the ground and struggling through the hardship of trying to make a life. Did I try to make a friend and fail and use my race as a rationalization to stop me from putting myself out there and getting hurt again?

I don’t know why this is happening or what I did to deserve such a fate, but Fae... She showed me happiness, the likes of which I have never felt before, even if for just half a day. I just want to repay her before I go.

The water had reached my neck. To bad I've decided to put my all on the line for Fae only just before I die...I wish I could say it's been a good life. No, it's been abundantly stupid. But...

I don’t want to go.

"FAE!-Blurblgurgle" Fully submerged, I gave up and relinquished my detained breath.

I blacked out...

*********************

When Bea came too, Clare had draped a blanket over her shoulders and was holding her with compassion.

Why do ponies keep fainting when I do their hair? Actually, Rarity was fine. I am quite curious to find out what is going on. Maybe I should go see her or Twi about this. Get an outside opinion or something.

I walked over and held out a mirror. Bea's jaw dropped as she became speechless.

"My... hair.... it.... l.... Look..... Wow..."

"I must say, Bea, your hair has some pretty unique qualities to it. It took me a little while to adjust to the difference in volume and texture. I'm not trying to compliment my work, but you are breathtaking. Absolutely stunning" I didn’t lie, I felt like I was unworthy to be in her presence.

"You really are beautiful," Clare contributed.

"Fae...." Bea's eyes began to leak as she ran up to me and threw her arms around me and continued to sob.

I looked over at Clare, who returned my gaze with a nod and a smile.

I embraced Bea as she continued to weep.

After a few minutes, I was starting to lose myself in her scent. The aroma of honey was rather stimulating. I have no idea how I managed to keep myself from losing all control, it took great mental fortitude that I did not know I possessed.

She released me and looked me in the eyes. "I've always been hideous. I've never thought that I could naturally look anywhere close to good to pony standards." She gazed into my eyes with much fervor. Her eyes were intense. Her golden irises resembled those of a dragon's.

She soon snapped out of it and stepped back with a look of shock as she must have remembered that Clare was here too.

She looked at Clare and blushed. "I'm sorry, I guess that was a low blow." Clare retaliated with a hug.

I wonder how those two became so close. I was only gone for like an hour.

Clare spoke "Teehee. We can call it even for me having set you up like that."

Bea deadpanned as she began to shake uncontrollably. She turned her head to look at me. "She was right. Not even my mother comes close to how terrifying you can be."

"What are you talking about?" I don’t recall being evil lately.

"That thing you did after Clarie jumped into her bed. It was … horrible is an understatement." Bea looked as if her world could crumble at any moment.

"You fainted right after she did that." I explained.

"Actually Beatrice, it's true. Same thing happened to..." Clare froze in fright.

"Clare, are you alright?" She stood there motionless with a blank expression for about a minute.

"Silly me, I poked at the vault. La la la lala la la lala~," she sang with a blank stare as she strolled off gleefully.

"No, you did something. Something that.... I can hardly remember, I feel like I never want to relive that experience, but at the same time, I feel as though that was exciting. And that I had an epiphany or something." Bea got lost in thought. Seeing her scrunch up her face was very cute.

"I think I love..." she muttered.

"I'm sorry, what did you say?" I asked.

Clare quickly chimed in "Say, let's head into town to grab something to eat. We can try out Beatrice's new look!"

"Yea, I am getting kind of hungry." I added. "Hey Clare, mind giving me a moment to speak with Bea in private, I need to discuss something with her."

"S-sure, I'll be right outside." She seemed uneasy, but ok with it.

As Clare left, I turned to Bea. "I don’t imagine she would like this. When you fed last night, you made the comment, that should be enough. I don’t want you starving yourself. Eat up and then we will head out."

I could have predicted her response.

"Are you sure? I'll be fine with that I gathered already."

"It's fine, you know how well I can tolerate sedation, enervation is a similar process." I don’t want her to skimp on something she needs to live just because I will get a little weak.

She approached me and began. I will admit, though it wasn’t an expectation or prerequisite, I was disappointed that there was no kiss this time. Wait, since when do I have thoughts like that?

After she sucked the life out of me, she galloped over and threw her arms around me. This is a weird feeling, in my weakened state, having her hold me, made it more bearable to deal with the loss of vitality.

"Why don’t you go catch up with Clare? I just need to do my hair and I'll be right out." I said after the embrace.

"Are you ok?" She asked.

"Yea I'm fine, I'll be right out." I said with a forced smile.

"Ok I'll be right outside. And Fae, Thank you for everything. You have done so much, especially considering our first encounter. You are the best pony in the world." Bea left the apartment, leaving me alone with my thoughts.

Within seconds I fell to my knees.

Damn, that’s intense. I don’t even think I have the energy to do my hair. I will not have the energy to do the Mane-Shield and clean Clare's hoodie. I can go a day without my hair being perfect.

Following my all too brief respite, we went down to sugar cube corner to get our grub on. As soon as I entered the building I could hear a moaning coming from behind the cash register. I approached the counter and peaked my head over.

"Pinkie, are you ok?" I asked with shock as I managed to remember her name. I guess my go-to names are usually physical characteristics and hers is pink all over. I was however, drawing a blank on her last name. I know she has one. Pinkie Park? Pinkie Party? Pinkie Pastry? Whatever, she is just Pinkie now.

She was hunched over covering her head with her hooves.

"No, I've got head things." She said in a tone that was much more bland and bearable than it was at the festival.

"Did you eat too many cupcakes last night?" Clare asked.

"I don’t think I should eat more than twenty from now on." Pinkie replied with her face still hidden.

I reached in my pocket, pulled out a bottle of aspirin and sat them on the counter, nudging them towards Pinkie.

"Think this will perk you up long enough to take our order?"

"You are a lifesaver." Pinkie wasted no time in seizing the bottle and taking a hoofful of pills. Immediately, she straightened up. "Thank you, Fae. I owe you big time!"

"They could not have kicked in that fast." I said.

"Eh, it's mind over matter. What can I get for you three*Gasp* A NEW FACE!" Pinkie hopped over to Bea-Fae and started violently shaking her hoof. "I've never seen you before. You look just like Fae! Are you Fae's sister? Or are you a doppelganger of Fae's here to destroy her? Ooh, maybe you two used to be one in the past and you split into two and one day in the future you will fuse and obtain untold powers! I'm Pinkie Pie! Have a cupcake on me!" Pinkie extended her head towards Bea-Fae carrying a cupcake that was perched on top.

"Oh, I get it. The cupcake is literally on you. Thanks Pinkie Pie. My name is Beatrice, I'm Fae's sister, it's a pleasure to make your acquaintance."

After Bea-Fae had taken the gift, Pinkie slumped back down and retreated to the counter.

"I don’t think I'm ready to be me just yet. But at least I'm not alone. Most of the town is hungover today. It turns out they had Derpy in charge of one of the drink vendors. She ended up giving everyone cups full of nothing but liquor instead of beer."

Well, that certainly makes me feel better, I didn’t mess up. I guess that pegasus I got the drinks from had mixed them up. I didn't know her name, though. I just remembered her by the perfect nickname of Bubble Butt.

"What can I get for you three?" Pinkie asked.

"Let me guess at this, I will take two strawberry cupcakes for me and Bea and an extra sweet blueberry one with extra frosting for Clare." I asked looking at looking back at my roommates for confirmation.

I was answered with two nods. I was pretty sure Bea-Fae would want whatever I was having.

Damn, I’ve already blown through most of the bits I got pawning stuff. I need to find a better way to make money.

As we were leaving, a lone cupcake came from the back, smacking Clare in the face. After pulling the assailing cupcake from her face, there was a note attached that said "It's time." Clare elaborated and told us that it meant she had to go to work. I am happy I don’t have that job.

We trotted around the main street of the town in awkward silence until, Bea-Fae jumped in front of me and asked “So Fae, what do you like to do for fun?”

“I don’t know.” I was at a loss. I never really thought about it before. “I haven’t really done fun.”

Bea-Fae looked puzzled. “What? Heheh, what do you mean you don’t know?”

“You met me when I was drunk, a first for me. I don’t have any notable hobbies except sleeping and being borderline apathetic. Well, I do like puzzles, but I don’t think they qualify as fun.” Wow, I’ve never felt bad for explaining myself to anypony before. I kind of felt ashamed.

“No, that’s not true.” She eyed me curiously. “You just need someone to show you how to have fun. Let’s go!”

Grabbing me by the arm, she took off down the street.

“Hey!” I don’t like the sound of this.

As I crouched behind a log, deafened by the sound of gunfire and screams, I couldn’t help but hate the situation I found myself in. Bea-Fae crawled up to me while carrying a revolver in her mouth.

“Are you hurt?” she heavily panted.

“No, but I am down to my last clip.” I too was out of breath.

“You are still better off than me. I’ve only got 5 shots left.” She said while placing her back against our barricade.

“This is nuts. We are up against a flock of pegasi, and a platoon of unicorns. And I could be wrong, but I think I saw a minotaur earlier... Talk about a losing battle. Earth ponies can’t keep up with flight and magic.” I screamed as we leapt over the barricade, sprinting to make it to the next barrier from a hail of bullets.

We managed to make it to a rundown building, where a majority of enemies were camped out. We planted ourselves just outside the wide entrance on both sides of the door.

Bea-Fae leaned past the safe wall of concrete and fired off two shots. Almost instantly, I heard the screams of another enemy getting wounded.

She looked me on the eyes with determination. “We will if we want to live. We have to make it out of here. We have a life to go back to. Damnit Fae! There are still too many things we have yet to do.”

“BEA LOOKOUT!” I screamed while firing a barrage of bullets at an Apache pegasus wearing an leather jacket swooped down hell-bent on taking out my partner.

The pegasus began spiraling to the ground, silent. A puff of smoke erupted from the point of impact.

“Thanks, but we aren’t going to escape by being defensive, let’s go!” Bea-Fae commanded.

We turned the corner and stormed the warehouse, I heard Bea-Fae take two more shots and down two enemies. Her aim was remarkable.

“Take cover in the room to the right” I yelled while laying down a spray of bullets.

Bea-Fae dove inside while I heard the damning click of an empty gun. Tossing the uses less scrap aside, I shut the door. I fell back against it, relieved that we had a moment to breathe.

“Fae…” she was slumped against a wall with a hoof covering her red stained chest, dripping with crimson.

“No… Please no..Bea!” I quickly ran to her side. This was bad. This was very bad. I ripped off her jacket and put my arm behind her head, while applying pressure with my other.

Bea-Fae began to cough uncontrollably. After a few moments she regained her breath.

“Fae… You know I’m a goner…*cough* There’s so much I wanted to do with you. *cough* I… love... “

“NO! Stop it, you aren’t going anywhere. We are going home and we are going to spend the rest of our lives together!”

“That …Sounds…like… heaven…” Bea-Fae's eyes closed as she trailed off, going limp in my hooves.

“NOO! BEATRICE!! I CAN'T ACCEPT THIS!” I began to sob as I held her lifeless body close.

I laid her down and placed my jacket over her. I reached over as I grabbed her revolver with 1 remaining shot.

In a dull tone I softly spoke “I’m coming for you,” as I placed the barrel against my temple.

*BANG*

My body collapsed against hers.

Bea…

“Game-over, the winners of this years tournament is team Rainbow” a voice rang out.

“Heheh, wow you laid it on a little thick didn’t you?” Bea-Fae asked while sitting up.

“Was the suicide too much?” I questioned while holding my hoof to my head in pain.

“Hahah, it was pretty sappy, but sweet.” She said, now standing up.

“Luna damnit! Paintballs hurt like hell!” I cursed.

“Well you aren’t supposed to shoot yourself point blank in the face with them.” She held out her hoof to lift me up.

“I got caught up in the moment” I averted my gaze with embarrassment while accepting her hoof.

“Bea, I’m coming for you” she mocked.

My face grew more red.

“Let’s go see the post game stats.” I suggested, deflecting.

We left the building in defeat, but I didn’t feel defeated. To my surprise, this was actually pretty fun.

We joined a crowd gathering in front of the stage. There was a pony standing on stage with his blond hair done up in a puffy fashion, wearing sunglasses. “This games winner is team Rainbow Dash!” the announcer cheered as he held up the hooves of Rainbow and a little orange pegasus filly.

“We got beat by a child” I said with a distraught face and outstretched hooves.

The announcer continued “Most kills and highest accuracy goes to … Beatrice! She had a whopping 157 kills and a hit percentage of 92.8%. A new Warzone record, earning her the title of Master of War! These sister are a monster of a team and we look forward to seeing them next year!”

I looked at her as she blushed. I knew she was good, but damn…

"It was only thanks to your tactical expertise. You make some pretty scary plans of attack, y'know?"

"Don’t be humble, you are a beast! Next time I should plan on you running out of bullets," I replied.

"Wait, how are you so good at war tacticizing?" Bea-Fae inquired.

"How are you so good at deadening ponies?" I reciprocated, cleverly verbing along with her. Though, I'm not sure if she did that on purpose or not. Either way, I like that word and I think I will steal it from her.

"Touché, let's move on." I wonder if I should investigate further? Eh, too much effort. Another time perhaps.

“First kill goes to… Fluttershy! Who got scared by a branch and accidentally shot her partner, Angel Bunny.”

Well at least someone was worse than me…

"Thanks to our sponsors over at 'The Vinyl Scratch' radio, here is the kill of the game!" On the monitor behind the announcer, a floating recording of Bea-Fae was showing. She was incredible. She had leapt into a platoon of mid-flight pegasi from a ledge and shot down 8 of them before using the final one to descend to the ground, followed by eliminating the useful pony-chute. Serves them right, damn teamers.

“We here at warzone would like to thank every pony for joining us. This year had a record smashing 524 participants! Be sure to check out our shop to see grab some photographic memories of the biggest paintball tournament in Equestrian history!”

“Ooh, Fae! Maybe there is one of us!” Bea-Fae's hope rose sharply.

“Yea let’s check it out.” I agreed as we made our way past the herd.

In no time at all, we made our way to the shop and what I saw made me deadpan.

On a monitor above the counter was a high detail picture of Bea-Fae lying on the ground dead, with me right behind here with tears running down my face and holding a pistol to my head.

“Oh crap!” I said, burying my face in my hooves too embarrassed to let the world see me.

“Hahaha! That is priceless!” Bea-Fae mocked. “We have to get that one. Please, Fae?”

She looked at me with puppy eyes. I have no choice. Handing the clerk the last of my bits, I purchased the picture, frame and all, and handed it to Bea-Fae.

*Squee*

“I’ll cherish this forever. Thank you!”

I smiled in response. That smile felt different than usual.

On the way home, Bea-Fae couldn’t stop giggling at the photo.

“You know Bea, I actually had a lot of fun. Even if I did end up with a bruise on my face” I said, rubbing my head.

"Me too, I owe you so much, Fae." Bea-Fae said.

"You don’t owe me anything."

As we walked up to the door to the apartment, she quickly glanced around and dispelled her disguise. She leaned in and whispered in my ear “I know of a way I can make the pain go away and repay you” with a lick, causing me to forget about the function and purpose of a doorknob as I slammed face first into the door.

Clare opened the door to see me on the ground holding my face.

“What happened?” She asked.

“I tripped,” I lied.

Bea shot to Clare's side “Clarie, you have to see this!” she said as she held out the photograph.

Clare broke out in laughter as she doubled over.

Walking over her, I entered the apartment, trying to ignore that.

“You have to tell me all about this!” Clare begged.

Embarrassment is a drag…

“I'm just going to go grab a shower.” I said as the two dished at light speeds.

As I laid back in the tub, I couldn’t stop thinking about how much fun I had. I didn’t know I could actually enjoy myself with others around. Even though it was very fun, I still don’t see me doing that very often, it was an immense amount of effort.

Bea… she is a blast. And so sexy… I don’t know why, but even with her physique, littered with hexagonal holes, she was quite possibly the hottest creature with 4 hooves that I’ve ever seen. And that smell. Clare's smell is so peaceful and relaxing, but Bea… hers is… the only word I can describe it with is “Enticing.”

And the way she does that ear whisper/lick… It shakes me to my soul.

Damnit, I was doing it again, pulling my hoof out of the water, I paused… but, It feels so good…No, Fae! You stop that! Filthy girl! Filthy girl!

I got out and drained the tub.

When I walked out, Clare was describing her photograph of the face licks with Vinyl and Octavia to Bea. What is this? Is there always going to be a camera around every time I do something embarrassing?

“Who is next?” I asked.

Clare replied “Bea you go ahead, you are still covered in blood” she said with a giggle.

“Thanks, I’ll do that,” Bea replied.

As I sat on my bed, Clare sat beside me.

“I-I’m glad you had a good time,” she said after a moment of silence.

“I’m kinda surprised I did, I’ve never done the things I’ve done with you two before. I never thought I’d enjoy it.”

“Hey, Fae?”

“Yes, Clare?”

She looked me in the eyes.

“I don’t want to be out of line, I want to help Beatrice, too. I like her, she is a good pony. But, I’m still a little upset. I know she has been feeding on you. I don’t like secrets. Secrets only hurt ponies.” She was starting to tear up.

“Clare, I’m sorry… I wasn’t trying to hide it when I asked to speak to her privately, it's just very draining, I didn’t want you to worry. But we are the only thing Bea has here. We have to help her in any way we can. I am sorry that I didn’t tell you, but from my point of view, it would only make you worry about me.”

"Fae, I want to worry about you. I want to be somepony who you can confide in. For better or for worse, I want to know more about you. I don’t keep anything from you, all I ask is that you don’t keep anything from me." Clare certainly was letting loose.

"I am sorry, that is just how I am. I don’t like ponies worrying about me, but I promise I will try to do better. I will try my best. I just don’t want you to take it personal if I don’t tell you everything. Given time, I would imagine you will know everything about me, I would just like for it …to happen naturally. I can give you my word, that I will never keep a secret that would be detrimental to you in any way." Damnit, here comes the social upkeep of having friends. I don’t know how to deal with stuff like this, I only hope my logic can save me here.

"I understand, and it's not unreasonable. It just makes me feel a little bad. But that’s my issue, not yours. You are right."

“Clare…” My mind was about to explode. Thoughts are pouring in by the hundreds. I don’t want anyone to be sad. This feeling was the worst emotion I have ever felt. It was tearing me apart.

“Damnit, I’m new to this. All of this. But I don’t want you to be sad. *Sigh* Remember that pendant I used to wear?”

“Yea?”

“I sold it. I sold it because I wanted you to be happy and have fun at the festival. So I used the money for the festival,” I admitted.

“Fae! Was it special?“ she had a tint of disapproval.

"It... a little. It was a gift from the only pony who has stood by my side. And a painful reminder of the past. She went through hell because of me."

Clare had a slight look of dismay at my words.

"She?" Clare asked, attempting to mask her discomfort.

"My little sister." I could see her relief set in.

"I didn’t know you had a sister. Were you two close?"

"Excluding the last few weeks, she is the only pony I have ever cared for. Yes, I like to think we were very close."

"Why would you sell the pendant?" Clare was starting to sob.

“Because making you happy is worth more than a stupid pendant to me. Besides, sentimentality is illogical. I don’t need a pendant to remember her.”

"Then why have you kept it for so long?" Her words did their job.

"I don’t know." I said with a melancholy expression.

Tears emerged from the corners of Clare’s eyes.

“Please stop me at any time, but is... is she...Y'know?”

"No, she is alive. I just... can't see her again, no matter how much it hurts, for reasons that I don’t particularly wish to discuss."

"I understand. You dummy, I would have been happy just having went to the festival with you."

“That wasn’t good enough for me. I wanted you to have the most memorable night of your life…”

"Not at your expense!" She cried.

"This is why I didn't want to tell you. It only makes you feel bad." I said.

"No I'm glad you told me. But I see that your name is pretty spot on. Your face is... So Forlorn. " She forced a smile. "I don’t want to see you like that."

Clare began to lean in, this time for real.

Clare… I leaned in as well, slowly as my eyes closed .

Our upper lips made the faintest contact.

At that moment the bathroom door swung open as Bea emerged. “That was so great! I can’t remember the last time I could take a warm bath!" She was overjoyed.

Clare and I quickly jumped away from each other in embarrassment.

I don’t know if Bea had seen that or not, but if she was trying to get my attention, she was certainly doing a good job.

Bea stood in the doorway while stretching on her hind legs, arms behind her head. She was wearing a pink towel and the contrast of her black coat made it quite the eye popper.

She is so sexy, it's doing things to me. I don’t know exactly when I started having these types of thoughts, but I need to stop it.

“My turn!” Clare said cheerfully. It looks like I was able to cheer her up.

My roommates swapped places as I remained stationary. We sat there on my bed for a few minutes without talking. I was too busy trying to stop my mind from wandering into the gutter.

Bea broke the silence.

“Thank you Fae, for everything. I don’t deserve it, but I am eternally grateful.“

“You do deserve it. You made me do the unthinkable today and actually have fun.” My mind was still racing at breakneck speeds. “You and Clare. You both are changing me. I don’t dislike it. So I really should be thanking you.”

Bea's turn to tear up.

“Clare is a very good pony, she is smart, cute, kind and innocent. I am jealous. You two know each other so well, you could tell I was a fake before I ever sat down. I want to know you like that, and you me. What I’m saying is, I… may not know you as well, but I won’t give up. Even if I can’t succeed, I need to know I tried my hardest, because I doubt I’ll ever feel this way about anypony else.” She confessed.

“Bea… I was able to figure it out purely because I’ve know Clare a little longer than you. Not by much.” I closed my eyes and turned around.

"1)You like closed spaces."

"2)You smell like sweet honey."

"3)You use sexual tension to deflect personal or uncomfortable topics."

"4)Your golden hair goes down about 18 inches below your shoulder and has 3 holes on your right side, and 4 on the left and each strand is about .005 inches in diameter."

"5) Your eyes are a royal yellow. When you think I am not looking, they drift to my flank."

"6) When your wings flap, they emit a high frequency purring sound with a slightly louder flap every 8-10 flaps."

"7) When you shapeshift, your nose scrunches up just before and your wings get stiff."

"8) Your tail sways slightly when you feel uncomfortable and bobs when you are annoyed."

"And."

"9) Everytime you hear me call you Bea, your ears twitch."

She pressed up against my back.

“What about 10?”

“Oh, you a princess.”

“What!? How did you know that?!” She was in awe.
.

“Well, firstly, you walk with goddess-like grace. Fitting of someone who grew up in royalty. Your method of speaking naturally is done with great finesse. And I read about changelings back in middle school. Most often than not, they are male. Approximately 1 in 50,000 are born female. They go on to be the new queen. You spoke of your mother at one point, I can only assume it's Queen Chrysalis.”

“You are as impressive as ever.” She said while I turned back to face her.

“See, I already have picked up on things. Even if you are imitated by another changeling, I would know. Just because I don’t say everything doesn’t mean I haven't learned much of you. Test me one day. Disguise yourself as anypony in the world, I promise I will be able to tell it's you, even if you mask the traits I just revealed.”

“I see. You know so much more about me than I thought. Thank you, for making me feel better. You really are amazing.”

Clare walked out wearing her black T-shirt and straightened wet mane. I still can’t believe how attractive she is like this.

"Clarie, you are hot!" Bea exclaimed with her wings perked.

"Wow, just came right out with it, huh." I responded in a laugh.

With a yawn, she said “Is it bedtime?”

“Yea let’s get some sleep, I have to go look for work in the morning.” Bea confirmed.

One after another we said “Good night.”

And took our places on and under our beds.

Roughly an hour in, I got up and looked into Bea's bed. My sleep crate came sliding out.

"Want one?" I asked?

"Not a full one, I think I'll take half of one. Heheh," Bea responded.
.

We headed to the bathroom and locked the door. While unlocking my chest, Bea reached up and swatted playfully at my horn, hoof passing right through. She was giggling as if this was incredibly fun for her. After a minute of an annoyed bland stare, I relinquished my horn and we began our new ritual. one and a half potions for me, half of one for Bea.

"Oh, this is much weaker, I think I can make it to my bed this time." She said with a permasmile.

"Glad I can help." If this is going to be a constant thing, I will have to make a new batch soon.

After several hours of not sleeping, I heard movement from Clare's bed. Oh man, again?

I pretended to be asleep as she crept to my bed. As she began to crawl under my blanket, I heard more movement from below. Hooves were already snaking around my neck and legs.

“Clare! What are you doing” Bea silently screamed. “You cut that out! That’s cheating! Clare!”

I could feel a pulling on my body as Bea was tugging on Clare. She must have been worked up, as I could hear the hum of her wings.

“I said stop that!”

Now, she was attempting to pry her off. How does she think I can sleep through this? She planted her front hooves on Clare's belly while planting her back on the wall, pushing as hard as she could.

After several minutes of failed attempts to dislodge the bed intruder, the tugging stopped. A few moments later and I could feel movement on my bed again. This time coming from the end of the bed, sliding up through the blanket. I felt another set of hooves, thinner and daintier than the others. One crept up the side of my face, while the other latched around my chest. Legs locking around my right one. I could even feel the gaps in Bea's limbs, where chunks of her body were absent. (Secretly, I've been extremely curious as to how they felt.) Bea's face found its destination pressed against my own, so close that I could feel her breath on my lips.

As I lay there trapped in multiple submission holds, I couldn’t help but think that I would never get to sleep now. I don’t think I’ve ever been this nervous before. I may have a heart attack at any moment. Their smells are both intoxicating, blending together to form something unlike any other. They are so soft and warm. And they are cuddling up to me. I can feel both of their heartbeats. Beating at different intervals. It wasn’t much later that our hearts started to sync up to one another’s.

I couldn’t help feeling like things were going to get complicated from here on out.


Author's Note

This one took a little longer than expected and for that I am sorry. Hopefully soon i will have some art of Beatrice up for everyone to see ^w^
I hope everyone enjoyed it as much as I did writing it. Leave your comments down below and let me know. (Otherwise I can't tell, lol)
I'm sure that there are a few formatting mistakes somewhere because I grabbed this from Microsoft Word. But please feel free to point them out so I can fix them. You guys are great!

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