An Aluring Twilight

by Mystic Sunrise

Rating: everyone
Tags: Crossover, Twilight Sparkle, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Original Character
Length: 9309

A short trip into the Everfree Forest will change Twilight in ways she never imagined.

After the events of the Fall Formal, Twilight needs some alone time. So, after forcing a Pinkie Promise from her friends that they wouldn't follow her, she heads for the Castle of the Two Sisters.

Along the way however, she meets a strange mare named Willow. Not sure why, but feeling that it is right, Twilight follows her into a journey that will change her in ways she could never have imagined.

The Everfree will have its queen, and Equestria will know a terror unlike any before it.

Published 2020-09-02 17:10:01 UTC
Last updated 2022-01-07 23:20:19 UTC

Chapter 1

As she tripped over another log, and another branch nearly slapped her in the face, Twilight Sparkle began to wonder if this had been such a good idea after all. On top of that, she wondered if she was even on the right path.

The Princess Summit in the Crystal Empire had ended several days ago, and while she was always glad to see her brother and sister in law, Twilight's mind kept returning to her time at Canterlot High.

She had confidence in her new friends. For all of the differences between them, they were more like their pony counterparts than she had ever expected. The Elements of Harmony wouldn't have worked otherwise, she felt.

And as much of a pain in the backside as she had been, Twilight knew that Sunset had turned over a new leaf. She had seen it in her eyes, there at the bottom of the crater next to the Wondercolt statue.

She wished she could have helped them, she truly did. But with the World Mirror closed for another 30 moons, she could only hope and pray that everything would be alright.

But coming back to Ponyville with her friends, it had only then hit home to Twilight how close she had come to losing everything. Whether Sunset had meant it or not, she had come close to smashing the only way back to Equestria. And then in her corrupted form, Sunset had fully intended to kill her and the others.

Twilight had finally cried herself to sleep that night, the emotions and everything that had happened to her finally crashing down upon her shoulders. It had been too much.

She had tried to put a brave face on for the rest of the girls, but even Pinkie Pie could tell that her heart just wasn't in it. Spike had tried his best to help, but even he couldn't bring Twilight out of her funk.

Finally giving in, Twilight had decided that she needed some much deserved alone time. With nowhere in Ponyville or even Canterlot fitting the bill, she had decided to visit the Castle of the Two Sisters. Princess Luna had mentioned that there should still be an extensive library somewhere in the ruins.

That was all Twilight had needed to hear, and before anypony could stop her, she had her bags packed for a day-long reading trip to the old castle.

Safe to say, of course, none of her friends were happy about the idea of her going into the Everfree Forest alone, least of all Spike. They had made every attempt to stop her from going into the forest, or at least to let them go with her. "Strength in numbers," as Applejack had correctly pointed out.

But Twilight had been adamant. "I'm sorry girls. But I need to do this by myself. I just. I just need to be alone for a little while. I need time to think, and it's hard to do that with all of us together."

None of the girls had been happy about that, and their glares had spoken volumes about what they thought of the idea. Twilight, though, had only shaken her head. "Pinkie Promise, then. Pinkie Promise you won't follow me?"

That had done little to soften the mood. But the girls had seen that Twilight had meant every word of what she had said. So in the end, Pinkie had led them through the motions, though none of them had liked it.

Spike hadn't let go of his hug for some time after that. "You'll be home by tonight? Promise?"

Twilight had smiled and had returned the hug. "I promise Spike. You won't even know I'm gone."

***

And now, here she was. Twilight had no idea of how long she had been walking at this point. Had it been this long, or far, that first Summer Sun Celebration? She didn't think it had been. But she had been so occupied with trying to stop Nightmare Moon, that maybe she just hadn't noticed? She hoped so.

But her hooves were killing her, and as she came to a clearing with a stream to one side, Twilight decided that this was as good a spot as any to stop and take a break for a little bit.

Plopping down on an odd-shaped rock in the center of the clearing, Twilight unloaded her saddlebags and pulled out an apple fritter, packed by Applejack before she had left Ponyville behind. Munching on it, she looked around at the trees all around her.

The Everfree Forest had always been a place of terror and mystery to Equestria, and very few ponies ever went into it, unless forced too. Only Zecora actively lived in the forest, and even she knew little of all there was to know of it.

But this place. It felt. Wrong. Corrupted. Evil almost. In a way that the rest of the forest had never felt like. Like this area was the heart of darkness, in a land filled with it. It almost felt like King Sombra's magic.

But this feeling. This was far more ancient that the fallen king. It almost reminded her of Princess Celestia in its intensity. But where her mentor radiated benevolence and love, this was the complete opposite.

And what was up with this rock? It didn't feel like any kind of rock Twilight knew of. She was no geologist, but she knew enough. This almost felt. Crafted? But that didn't make any sense.

Curious now, Twilight hoped down off her perch, looking the rock over. Outwardly, it looked just like any other bolder. But there seemed to be something hidden underneath all of the growth covering it.

Igniting her horn, Twilight pulled the weeds and creepers away from the bolder. Underneath, not much stood out from the rest of the stone. But near the top, Twilight could just make out a very faded set of words chiseled into the stone. Not sure why, but not able to stop herself, Twilight read the words aloud.

"Castle Dracula? What the hay does that even mean? You mean there used to be a castle here? Why would it be out here? And what kind of name is Dracula anyway? That's not a pony name," she asked to no one in particular.

The sun dimmed, turning almost black as night, as Twilight said the name aloud. She shivered, a cold wind rustling her mane. Just the name alone scared her, though she couldn't say why. Something about it screamed wrong. In all the worst ways.

The darkness lifted though, and the sun shone down on her once more. Twilight shook her head, trying to clear her thoughts. This was one mystery she was more than happy to leave alone.

Twilight sighed, picking up her saddlebags once more. "This is getting me nowhere. Whatever this used to be, it can wait for somepony else to solve the mystery. I have other things to worry about."

A voice giggled. "Then you're smarter than I was."

Twilight nearly jumped out of her feathers at the sound of the voice. Turning around to face the forest, she saw a young mar's face smiling at her from behind a tree. If Twilight had to guess, she looked to be about the same age as her, maybe a little older. Her red eyes, black mane, and a tan coat made her stand out next to the wall of green.

And it might have been just needing more sleep, but Twilight found her rather cute. Slowly getting her heart rate back under control, Twilight smiled. "Um. Hello. I didn't know there was anypony else out here."

The mare giggled. "It's just me. Very few actually ever find this place. Not even that zebra has been here, and she's been just about everywhere in the forest. The name's Willow."

Twilight's smile grew, as she began to relax. "Twilight Sparkle. Where are we? What is this place?"

Willow shook her head sadly. "A place you're better off never knowing more of, Twilight. No good has ever come from it. I should know. I came here by myself once, and I was never the same after."

Something below Willow growled. Frowning, she turned around and said something Twilight couldn't hear. But the more she looked, Twilight could just make something else out hidden in the darkness. Something massive, and Willow seemed to be connected to it. But that couldn't be right.

Shaking her head, Twilight took a step closer to the other mare. "Well. Can you at least come out so we can talk normally? It's not nice to hide in the shadows like this. Or can I at least come over to you?"

Willow looked horrified at the very thought, as she retreated. "No. I'm fine where I am, thank you. And please, don't come any closer. I don't want to hurt you, Twilight."

Twilight rolled her eyes. "Come on, Willow. This isn't fair to either of us, and you know that. What's the worst you could do?"

Willow's ears dropped, as her whole body slumped. "You don't know what I am, Twilight. What I can do. There's a reason why I don't leave the forest. Equestria would hunt me down as a monster if I ever did."

Twilight shook her head, her smile softening. "I'll be the judge of that, Willow. So, please. Let me see all of you. It can't be as bad as you say it is."

For a moment, it looked like Willow wouldn't do it, and Twilight began to feel that she was pushing her luck with the other mare. But finally, she sighed and stood up straight. "Fine, Twilight. But don't say I didn't warn you."

Twilight grinned, as Willow began to come out of hiding. That grin soon turned to shock, and then surprise (and a very small part of her found Willow even cuter than before if it was possible.)

Where Willow's hind legs should have been, her body tapered into a long snake-like tail. That alone would have been weird enough for Twilight, but that was only the beginning.

Willow's tail connected to a creature that, in all her years of study, Twilight had never seen before. Four legs, scales, and fur covered a body rippling with muscle. A large, fang lined, mouth, sat at the front, seemingly glaring at Twilight, as if daring her to say something rude.

Twilight said the only thing that made any sense at the moment. "... Derp???"

Willow giggled, as she patted her companion with a hoof. "Well, that's a better reaction than I thought you'd say, Twilight. You're not scared? Horrified? Any number of things?"

That finally broke Twilight out of her shock, as she shook her head. "Confused, for sure. Very confused. But, how are you like this? Why are you like this?"

Willow shook her head sadly, and even her monstrous companion looked up at her sadly. "I don't know. I came to this same spot, just like you have, a long time ago. Then I became this."

Twilight's ears dropped. That wasn't very fair at all. She tried to get closer to Willow, but the creature hissed at her, taking a step closer as well, forcing her to stop.

Willow rolled her eyes. "He won't hurt you. Not unless you're crazy enough to try and attack me. Or we're both really hungry."

Twilight took the hint and stayed right where was. "I have so many questions. Like, what are you? How could this have happened? Will it happen to me?" She shook her head, as she pulled out quill and parchment, ready to take as many notes as she could on all of this. "But I guess my first one is, which one of you is the brain?"

Willow chuckled as she stroked her companion, who almost purred at the feeling. "We're both the brains, I guess. I can take over if I really want to, and he can control me if he really wants to. But it's more of a team effort most of the time."

Twilight wrote that down, though she still had questions about how that could even work. But those could wait for the moment. "If you don't mind me asking, Willow. How did this happen to you? I've never heard of anything like this before."

Willow gained a distant look in her eyes, seemingly a million miles away. She was becoming more and more relaxed, the more time she spent with Twilight. "How I became like this? It's quite the story. So take a seat, Twilight. This could take a while."

Author's Note

So, here we are with the official prequel. That was a piece of Castle Dracula Twilight was sitting on. How does the Everfree Forest have it? Magic. As Ponyninja88 figured out. Willow is an Amphisbaena. How she got like this is the next chapter. Her powers and abilities come from Symphony of the Night for PlayStation and Sega Saturn. Cover art done by Badumsquish.

Chapter 2

With a tired sigh, Willow all but collapsed on the rock she had found. Her hooves were killing her. Why had she thought going into the Everfree Forest had been a good idea? Did she even know where she was?

Able to rest for a moment, Willow looked around at the clearing she had found herself in. On three sides, the forest faded into the distance, while behind her, a stream flowed calmly by.

She admitted that it was beautiful out here. For all of its danger and mystery, there was a beauty to the Everfree Forest. It was sad, in a way, that more ponies didn't see that. Nopony in Ponyville that she knew of had ever come out here.

Oh sure, the Apple Family practically lived on its borders and even somewhat inside the forest. But it felt like no one had come to this spot in a very long time.

But then, who made the trail that Willow had followed? Looking back the way she had come, she could see a very real trail through the trees. Somepony had made it. Several in fact if she had to guess. But who, and why?

And what was up with this rock? It didn't feel right at all. Earth pony she may have been, and knowing a thing or two about geology, Willow could feel that, on some level, this rock was wrong. In a way that made her shiver to even think about.

For the moment though, she pushed the thought from her mind and just enjoyed the peace and quiet of the forest around her. It was a sharp cry from the noise and hubbub of Ponyville. A nice respite, if she was being honest.

"I just hope I can find my way back home," Willow grumbled. "I really don't want to be out here after dark. I'm not that crazy."

It was true. While her friends would say that Willow was a bit on the odd side, nopony would ever call her crazy or somepony to run off on her own for no real reason.

So why was she out here, again? That was a question that wouldn't leave her alone, and it was one she didn't have much of an answer for either. It just felt, right, that she had come out here.

And it wasn't like she had left without telling anypony where she was going. Her friends knew where she had planned to go. There was supposed to be an old abandoned castle out here. Supposedly, it was from a time before Canterlot existed, and was tied to Princess Celestia in some way.

Willow really didn't believe some of that. But the idea that there might be an old castle somewhere in the Everfree Forest was more than enough to get her excited, and off she had gone.

Her friends had tried to stop her, but when Willow had her mind set on something, there was little that could make her change it. In the end, they had made her promise to be back in Ponyville before the sunset. Willow was more than happy to do that.

But it was still early afternoon, and she had only been gone a few hours at most. That was plenty of time to try and find this place if it existed at all. If not? No fur off her back for this little adventure.

Assuming she even knew where she was going of course. But if she hadn't found the castle in the next few hours, Willow was ready to admit that she would probably never find it, if it even existed.

With a sigh, she hopped down from her perch and stretched. Willow was happy to be off that thing. Just, something about it felt wrong, and if she never had to sit on it again, she would be more than happy.

Before she could get back on the trail, however, an almighty crash sounded through the trees, stopping her dead in her tracks. More crashing soon followed, and Willow could just make out the sounds of something coming through the trees in her direction.

Frozen in shock and surprise, Willow watched as something finally came through the trees right in front of her. What it was, she didn't know. It looked like nothing she had ever seen or heard about. Green scales with patches of fur-covered a muscular body with a long serpentine tail. The creature's mouth opened wide in a hiss, as it looked at her hungrily.

Willow tried to smile. "Um. I don't look very tasty and you'll let me go, and we never have to see each other again?" She chuckled, trying to sound brave. The creature only hissed once more as it took another step toward her. She gulped. "Guess not."

She didn't know what to do. She had no idea of how fast this thing was, or how strong it was, so Willow didn't fancy her chances if she fought this thing. Its mouth was large enough to easily swallow her whole. Was this how she died? Eaten by some Everfree beast? Not the way she thought she'd go.

Before she could do more, however, several trees, apparently old and weakened by all the shaking, were struck by the creature's tail, sending them both crashing down on top of it, pinning it to the ground with its back being crushed under the weight of the trees.

The creature roared in shock and pain, thrashing madly to try and free itself, to no avail as the trees did not move an inch. It was all Willow needed as she made a run for it back to the path. Screw whatever else might be in this Celestia damned forest. This was more than enough for her for one day.

At the edge of the clearing though, she stopped, as the creature roared again. But now it was a cry of desperation and sadness. She could hear it. It was afraid. It almost sounded like it was pleading with her to save it.

Willow bit her lip as she looked back. The creature was still trying to free itself, to no avail. It had managed to roll one tree off of it, but the weight of the remaining one was still crushing it. It looked at her. Willow had never seen anything so sad or desperate before in her life.

But what could she do? She could run back to Ponyville and try and get some help. But there was no guaranty that even if she did manage to find ponies willing to help her, that they would get back here in time, or at all.

But let it never be said that Willow was willing to abandon anything or anypony that needed help.

The creature eyed her wearily as she ran over to its side. She smiled. "Don't worry. I'm going to try and get you out. No one deserves to die like this. Even if you did try and eat me."

It seemed to understand her in some way, for it seemed to relax. Willow's smile grew as she ran over and under the tree. Luckily, it had landed on a small bolder that would give her some leverage in trying to remove it.

Willow gritted her teeth. There was one way to do this, but it was dangerous and she risked a lot in doing so. But then again, she was risking a lot being this close to that thing, so she pushed her worries aside.

Looking inwards, she found her Mana pathways, namely those that gave her her earth pony strength. With a nudge, she opened the floodgates and poured more magic into her body, a red glow encompassing her whole form.

With a lurch, the tree began to move as she pushed upon it. Slowly at first, but soon moving faster and faster. The creature seemed to smile as it felt the pressure lift from its back. When it was able to, it too added its own lift to try and get the try off of it.

Willow smiled, fighting back how much this was draining her. After a few moments, she could see that they had lifted the tree enough that the creature had enough room to move again. "Go on! I can't hold this much longer."

That seemed to do the trick, as the creature moved as fast as it could to get out from underneath the tree. Willow made sure that all of it was out from underneath it before she felt her power cut off, and she dropped the tree with a resounding boom, collapsing in an exhausted heap herself next to it.

She lay there for several minutes, panting and trying not to think of how literally every part of her hurt like nopony's business. No wonder this was so uncommon in usage.

She felt the creature nudge her, a worried whine coming from it. Willow smiled as she turned to look at. "I'm fine. But that's the last time I ever use that. Go on. You don't need me now. You're free."

It shook its head, apparently not convinced. Willow giggled as it nudged her again. "You don't want to leave, do you? I'm too sore to move right now. Heck, by the time I'm fine again, I'll go home. This is enough adventure for one day."

The creature seemed to smile, as it pointed its head off in another direction, seeming to know where she had been going this whole time. It lowered itself so that it's back was within reach.

Willow blinked. "You mean you'll take me there? Do you know where it is?"

It nodded, its tail lowering so that Willow could grab onto it and use it as a lift.

Willow giggled. This was not what she had been expecting to have to happen to her today. But as she grabbed onto the stinger like the tip of the tail and was deposited gently onto the creature's back, she didn't really mind.

***

Willow wasn't sure how long she had been like this, but she didn't really mind. In fact, she was rather liking it.

Her companion tried its best not to make too much movement as it wound its way through the Everfree Forest. It didn't even seem to mind that it was carrying a pony on its back.

The sun couldn't be seen through the thick tree cover, so Willow couldn't know what time it was. But as the minutes wore on, she found herself caring less and less. It felt right as well.

The creature's tail stayed by her side the whole time, almost as if it was keeping her company. Odd. But what did Willow know of whatever this creature was? She was no animal expert.

Willow sighed, as they finally came to another large break in the trees, Across a wide gorge, there indeed was a large castle ruin. Unfortunately, the only way across was a bridge that had rotted away long ago. So that was out of the question. Off to the side on a nearby hill was another ruin, one that looked like an observatory.

Willow rubbed her forehead in annoyance. Go figure. The one time she goes looking for something, she can't even get across to it. At least the sun was still out, so she didn't have to worry about that.

Her companion looked up at her, worried. She giggled, patting its head. "I'm fine. I just can't get over there to see what might be inside. Go figure and just my luck." She looked back the way they had come. "I don't suppose you could take me home, could you?"

It nodded, though it whined in sadness. Willow's smile softened. "You don't want me to leave, do you?" It shook its head. She chuckled as she tried to hug it. "You know what? I really don't want to go home either. It's too nice out here, and you've been so nice to me. But I can't exactly take you back to Ponyville now can I?"

Its tail slid over her shoulder, seemingly trying to tell her something. Willow looked at it, finally noticing that it wasn't a stinger at all, but something else. It slid back to her hind legs. To her shock and surprise, the entire tip of the tail opened up, revealing a cavity that was just wide enough for a pony's body to fit in.

Willow looked down at her companion. It looked at her hopefully, almost pleading and begging with her. "You want me to get in?" She asked. It nodded, the tail aligning with her body perfectly.

For a moment, she hesitated. What would this even do to her? And why her? Had anypony else been in this same spot as her? But something was telling her that it would okay, that it wouldn't hurt her. Not after all they'd been through.

Willow smiled. The creature's own smile grew as she wiggled her way into the tail's opening, her hind legs coming to a rest at the very back of the top. "Okay. Now, what do we do?" She asked.

With a soft plop, the opening closed around Willow's rear end, only her waste and above still sticking out now. Even as she registered that, she felt all feeling in her hind legs vanish as if they had never been there, to begin with. The skin around her waste transformed into scales, the scales blending into her fur where the two met. Willow also felt the feeling in rear return. Now though, she could feel and control her serpentine tail as if she had been born with it. Below that, she could also feel the rest of their body.

And it was truly their body now. She could feel her companion's mind brush her own. It was overjoyed that she had decided to stay with him, and Willow found herself sharing the feeling.

She tried moving her new legs. With some effort, she was soon able to walk around the edge of the gorge as if nothing had happened to her, her companion smiling the whole time, not minding being a passenger in his own body.

No. It was their body now. Everything they did was a team effort.

After a while, Willow stopped, and let herself be the passenger in her new body, resting her hooves on her new companion's back. She felt the touch as well. Odd. What else could she do now?

Before she could think of something though, she felt something building in her throat, an itch she just couldn't scratch at the moment. But it something she needed to get rid of and fast. With a lurch, she turned her head and belched out a fireball, one that hit the other side of the gorge with a puff of smoke.

Willow threw a hoof over her mouth. "Excuse me," she said sheepishly.

Her companion made a noise that could have been a laugh. One that Willow joined in a moment later. "I guess neither of us has to worry about being alone anymore, do we?"

Her mate shook his head, and Willow sighed, as she again rested on his back. This was not how she ever thought that this day would go. But she didn't mind, in the end.

Chapter 3

"... And I've been living here in the Everfree Forest ever since," Willow finished, as her eyes came back to reality from her memories with a sad sigh.

Twilight blinked. That was not what she had been expecting to hear. She couldn't even make sense of it all. What kind of creature could do something like that? And were there more of them out there? Was this something she needed to worry about as well? This was the same spot after all.

One question though lept to the front of her mind. "When did all of this happen? I don't ever remember seeing you in Ponyville? Or anypony talking about you either. Not even my friend Pinkie Pie, and she knows everypony.

Willow tapped her chin as she finally thought about it.. "You know? I have no idea how long it's been. My friends and family must have thought something ate me, or something had happened to me. I did hear some ponies looking for me, once or twice. But I couldn't go to them. Not like this."

Twilight couldn't really argue with that. While the creature hadn't made any move towards her, it still seemed to eye her as something worth chewing on if it had the chance. A chance Twilight wasn't going to give it.

Willow rolled her eyes as she saw Twilight's look. "I have met Zecora a few times. I'll never understand why she speaks as she does."

Twilight giggled. "You and me both. She told me once that it's a Zebra Shaman tradition. But she could have made that up. Zecora's the only zebra I've ever met."

They both giggled at that. For a time after that, neither said anything. Twilight was still trying to wrap her head around everything that Willow seemed to be. It went against everything she knew. But who really knew what lurked in the Everfree Forest.

Willow, meanwhile, was trying to think about how to give voice to all of the questions she had. It had been too long since she had met a pony that she could talk to. Zecora could only do so much.

And Twilight herself. Only one other pony that Willow knew of looked like Twilight did. What did it mean, then, that Twilight seemed to be the same type of pony that Princess Celestia was?

Twilight finally seemed to catch what Willow was thinking, for she smiled. "You're not going to ask what you might have missed in the wider Equestria, or why I,m all the way out here?"

Willow blushed. "Is it that obvious?"

Twilight nodded. "I may not know everything there is to know. But I know enough. You deserve to know what you've missed. For however long you've been in here."

Willow settled herself down onto her companion's back. "Well. I'd be lying if I said I wasn't curious. So, enlighten me, Twilight."

Twilight rolled her eyes. "It all started..."

***

"... And that's when I met you," Twilight finished, finally allowing herself to breathe again. She'd kinda sorta forgotten how much she and her friends had done since she and Spike had first moved to Ponyville.

Willow blinked, finally able to think about something other than the stories Twilight was telling her. She really had missed a lot since she had come to live in the forest it seemed. Who knew. But one thing stood out for her. "Princess Celestia has a sister?"

Twilight nodded, her ears folding. "Yeah. All of Equestria had the same reaction when news got out after that Summer Sun Celebration. Princess Luna was not happy to have been purposefully erased from the history books. I only learned after that first Nightmare Night that Princess Celestia had in fact erased her sister from most of history, only in a story few actually believed in."

Willow and her companion shared a look. That wasn't fair to Princess Luna at all, and they didn't even know her. "But why would Princess Celestia do that? To her own sister? That wasn't very nice."

Twilight rubbed her snout in irritation. "I don't know. I asked Princess Celestia the very same thing once. She refused to answer the question, and when I asked Luna, she said she didn't know either. Apparently, nopony knows why history was changed like it was, to where Nightmare Moon has her own holiday, while Luna was forgotten."

And why was she so angry about this all of a sudden? It was something that had never made her happy ever since she had first learned about it, true. But it had never made her this mad before. But why?

Willow looked up at the sky, seemingly lost in thought. "That explains why the moon changed as it did at least. And why the Everfree was so tense that night, now that I think about it."

Twilight nodded, but that brought another question to her mind. "But if you've been in the forest for so long, why didn't we see that first night? Did you know what was going on?"

Willow and her companion shook their heads. "No. We didn't know what was going. And the Everfree Forest is a big place, Twilight. It's no wonder why we didn't meet that night. We were on another side of the forest from you. I'm surprised we met as we have. Though I'm not complaining. It's too lonely in here."

Twilight smiled slightly at that. She couldn't blame Willow for feeling like that. With what had happened to her, there was no way that she could go back to Equestria and not be seen as a monster. "Is there any way for you to be normal again?"

Willow shrugged. "I don't know. Even if there was, what do I have to go back to? My friends and family are long dead by now. You're the only one, aside from Zecora, who knows about me. I'd like to keep it that way if it's all the same to you."

Twilight sighed. That was the answer she had been expecting if she was being honest, but she'd had to know for sure. She looked around the clearing, remembering where she had been going before all of this had happened. "Not that I haven't enjoyed all of this, but do you know where the old Castle of the Two Sisters is? Am I on the right path?"

Willow nodded, smiling as she pointed towards the furthest wall of trees. "You're on the right path. Just keep going the way you were, and you'll be there in no time. I can take you there if you want? It's been too long since I could talk to somepony like this."

Twilight chuckled, as she stood and stretched. "Sure. The more the merrier. And I still have a lot of questions."

Willow giggled as she turned herself in the direction of the old castle, her companion grumbling at having to put up with Twilight some more. But Willow paid him no mind. She would pay him back later. She owed him that much after all of this.

Even if she did find Twilight rather cute. Not that she would ever tell the alicorn that of course. Oh no. Willow was lonely, but she wasn't that lonely. Was she?

***

"So, you do have to eat meat?" Twilight asked, trying to keep pace with Willow. Who knew something so big could move so fast? "Ponies shouldn't be able to eat meat. Not like that anyway."

Willow nodded, bobbing and weaving around the branches in her way. "I don't get it either. But there's not much about me that doesn't make a lot of sense, and I can't exactly ask somepony like me about it."

Twilight nodded, not really able to argue with that. "And all the jewelry you were?"

Willow played with the rings around her hooves and the one threaded through her mane. "I found them in a cave some time back. I have no idea where they came from. They just looked like they had been left there by somepony for no reason. I kinda like them honestly, so I wear them."

Twilight giggled. "You and Rarity would get along great. She has the same reaction sometimes."

They both giggled at that, even as they finally came to a break in the trees. Across a familiar ravine, Twilight saw that they had come to the Castle of the Two Sisters. Looking over to the old bridge, Twilight saw that it was intact since she had last seen it.

Willow, though, seemed surprised as she looked at the bridge. "It's fixed?"

Twilight nodded. "It was the only way we could get across the ravine. I didn't know how to properly teleport at the time. I've gotten better at that spell since then." Her expression turned worried after a moment though. "Do you still want to explore the castle?"

Willow nodded. "It was the whole reason I came into the Everfree Forest in the first place." She and her companion shared a worried look though. "But that bridge won't hold our weight. I know it won't. And I'd rather not go splat if it's all the same to you, Twilight."

Twilight nodded, a knowing smile coming to her face. Trotting over, she placed a hoof on the creature's side. It gave her a confused look as she ignited her horn. "Hold on. It can be weird the first time."

Before Willow could ask what she meant, the three of them vanished in a burst of light.

Only to reappear on the other side of the ravine, at the foot of the steps leading into the castle in fact.

Willow tried to keep her lunch where it belonged, as her eyes spun wildly, even as her companion shook its head in irritation, trying to shake off the feeling of wooziness. "Warn me next you do that," Willow said after a moment.

Twilight chuckled. "Sorry. But we're across, aren't we? I'll give you a better warning next time though."

Willow nodded, still not trusting herself not to puke all over the place. She finally looked up at the castle. "So, where do we even start? Do you have a map of this place?"

Twilight shook her head, pushing open the rotting wood door with a burst of her magic. "No. But it's more fun that way I feel. My friends and I only saw a little bit of the castle during the Summer Sun Celebration. I'm curious to see what else is here. I know there's a library around here somewhere."

Willow looked around. There was no library in sight. Just ruined grandeur of a different time and era. The roof had long fallen away, exposing the hall to the sky, all the windows were busted, and various plants snuck through the holes left behind. Various doors lead off into other parts of the castle, but who knew where they lead? "So do we just pick a door?"

Twilight shrugged hopelessly, looking around. "I guess so. I don't know where to start."

With no place else in mind, Twilight and Willow chose a left-hand door, the sound of their hoofsteps quickly fading away into the distance, leaving the Great Hall silent and empty, as it had been for over a thousand years.

Off to the side, one of the plants began to flower and bloom, its rose-red petals opening, even as every other plant in the hall did the same.

Deep below the castle, the Tree of Harmony awoke from its long slumber. But it was no longer the tree Celestia and Luna had first come to, and found the Elements of Harmony, for it had found new life and purpose.

All around it, the Plundervines awoke from their long slumber, a long-dormant plan beginning to be set in motion. But now it was no longer the plan Discord has once given them. Oh no. This was something far smarter than the so-called Lord of Chaos could ever think up.

Chapter 4

Willow slammed the book shut with an annoyed groan as she looked up to Twilight. "Anything on your end, Twilight?"

Twilight shook her head, as she turned a page. "Nothing. Not a thing about whatever you fused with, or whatever you are now. If Princess Celestia and Princess Luna don't have anything, I think we're out of luck."

She thought for a moment. "And not a thing about Castle Dracula. What it was, or why it's in the Everfree Forest. That isn't even a pony name. Nor is it griffon, minotaur, or hippogriff. It almost sounds..."

Willow gave a look. "It sounds like what?"

Twilight sighed, as she slumped. "It's a human name. But that's impossible. Humans have never existed in Equestria or this world. Not even in myth or legend. I should know. I looked. Why is it here?"

Willow scratched her chin. "What's a human?"

Twilight rolled her eyes, giggling. "It's a very long story. But I think it's better that we don't know where it came from, or why it's here."

Willow and her friend shared a look. "Why not?" She asked.

Twilight shivered, as she again thought of that name. "Dracula. The name alone scares me more than any villain that I and friends have ever faced, has. It's, wrong. Evil. In a way that I can't explain. Maybe it's for the better that we never know for sure."

Willow rolled her eyes, as she closed her book, and her friend went back to munching on a rather large rat that he had caught. "Fine by me. I'd rather read something more fun than old magic books. I'm not a unicorn. They're kinda wasted on me."

Twilight giggled, as she replaced the book she had been reading with another one. "Most of these spells are centuries out of date anyway. They were fine when this castle was still in use. But not anymore."

Willow rolled her eyes, as Twilight passed her another one in her magic. She wouldn't say it out loud of course, but Willow found the feeling of Twilight's magic rather pleasant to the touch. She didn't know why. But the feeling was still there.

Twilight, too, felt something when Willow took something out of her magic. What it was, she didn't know. But it was a nice feeling all the same. She didn't think it meant too much. They still barely knew one another. That was hardly enough time to be more than friends.

As she opened her newest read, Twilight caught sight of something in the corner of her eyes. Roses. Several of them seemed to have grown out of nowhere. Strange. Flowers didn't grow that fast. Not even with the help of an earth pony.

Earth pony magic now flowed in her veins, but Twilight still barely knew anything about it. Her Pegasus magic was more developed than her earth pony magic. A thought that made her wince. She'd been neglecting a part of herself for too long.

no more. When she got back to Ponyville, she would make an effort to learn more about her earth pony self. Pinkie Promise.

Willow looked up, as Twilight giggled. She saw the flowers at the other mare's hooves and an even bigger one by her tail. "Where did those roses come from? Were they there when we came in?"

Twilight came back to the present, as she looked again at the flowers that seemed to be drawn to her. "No. And I haven't done anything to make them appear. Flowers shouldn't be able to grow this fast. I'm not an expert on the subject. But even I know that."

Willow looked at them closer. She knew a little bit on the subject, having started a small flower garden herself, and she knew that a rose did not just grow out of nowhere. Let alone as fast as these had. Something strange was going on.

But what concerned her was that each rose was being drawn inexorably toward Twilight. Even from a distance, she could see how they seemed to be getting closer to the alicorn. But that was silly. Flowers didn't do that with ponies. It was just a trick of the light. "Well. Whatever is going on, they are beautiful."

Twilight smiled, as she looked closer at them. They were beautiful. They almost seemed to be begging to be taken by her. Like they wanted to be with her. It was a strange thought to be sure. But it wouldn't leave her alone once she started thinking about it.

Her smile grew. It wouldn't hurt to take a few of them with her. Igniting her horn, Twilight wrapped her magic around the two at her hooves. To her surprise, they offered absolutely no resistance to her slowly pulling them out of the cracks they grew from. In fact, they almost seemed to come willingly, all but jumping into her magic.

Giggling at the crazy thought, Twilight slid one rose behind each of her ears so that she could admire their beauty no matter where she turned her head. Both of them slid comfortably into place.

Looking around to make sure she had lined them up correctly, Twilight felt her tail brush up something behind her. Looking back, she found another rose, this one much bigger than the two she now wore, sitting by her tail. Smiling, Twilight gently lifted the flower from where it stood, again surprised at how easily it came out of the ground and almost happily into her magic. Careful not to harm it, she gently weaved the rose into her tail, moving her seating position so that she wouldn't accidentally crush the beautiful flower.

Willow tried not to blush at how beautiful Twilight now looked, but that was easier said than done. "You look beautiful, Twilight. Roses look good on you."

Twilight blushed. "You're just saying that, Willow."

Willow shook her head. "I mean it. I don't think I've seen anypony look this beautiful before. Not even Princess Celestia during the Summer Sun Celebration."

Twilight's blush grew hotter, as she hid behind her wings bashfully. Willow only giggled at how her friend was acting. Her companion just snorted dismissively.

Twilight opened her wings and glared down at him. "Oh. Who asked you?"

Willow giggled again, as the two of them glared at each other before Twilight turned away with a huff and went back to reading. Willow patted her friend's head, which seemed to calm him down for now, before turning back to her own book.

Neither of them noticed the flowers Twilight now wore slide themselves into more comfortable positions. Not for themselves. But for Twilight. As they did so, all of them began to work their way into her body, doing so in a way that was a pleasure for the alicorn, who hummed in content.

Now, it was only a matter of time. For them and Twilight to be one. Time they all had.

Author's Note

Time for the fun to start. The Venus Weed's effects on Twilight will take time to come to fruition. But the process has already started. It started the moment she picked them up in her magic.

It might just be me. But the Library in the Castle of the Two Sisters reminds me of the Long Library in Symphony of the Night. Just without the Master Librarian, Skeleton, Thornweed, Flea Man, Spellbook, Ectoplasm, Dhuron, Magic Tome, Corpseweed, Mudman, Flea Armor, and Lesser Demon.

Chapter 5

"So how weird was this Human World again?" Willow asked, giving Twilight an odd look as she followed the alicorn down a dark passage, their only light coming from Twilight's horn.

Twilight shook her head in exasperation. "As weird as it sounds. You have to see it to believe it. I'm still trying to wrap my head around all of it. At least my friends were there. In a way at least."

"And everypony had a double there?" Willow replied. "Even me?"

Twilight's ears fell. "I don't remember ever seeing anyone who looked like you. Human or otherwise." She tapped her chin. "There was something else though. I swear I've seen what you are before. in a video game, Rainbow Dash had. Castlevania, I think it was called? I wasn't paying that much attention."

Willow's monstrous companion growled in defiance, and Twilight frowned. She was getting a lot of that from that thing lately. "Listen, ugly. I've had to put up with you for hours now, and I am sick of your attitude. Either shut up, or we'll find out how tough you really are."

That did little to settle his mood, and Willow rolled her eyes. "I don't know why he's acting like this. He's usually not so bad. Once you get to know him anyway."

Twilight somehow doubted that but kept the thought to herself for now. Right now though, she had other things to worry about as the tunnel began to widen.

Willow saw it as well. "Twilight. Where are we going exactly? You didn't say."

Twilight shook her head. "I'm not sure. All of the plans of the castle were lost a long time ago. So I have no idea of where we are, or where we're going. But I know one thing. It feels right. Like I am supposed to go this way. Like I'm supposed to be here." She gave her friend a smile. "You don't have to come with me, Willow. I can find my way back."

Willow shook her head with a smile, even as her friend snorted in annoyance. "No way, Twilight. We've come this far. No point in turning back now. Besides," she blushed. "I don't feel like leaving you alone down here. It doesn't feel right. I know you don't need it. But I can't help. I want to be with you to the end."

Twilight blushed as well, as red as the roses she wore. Even as she did, the rose in her tail began to sink deeper and deeper into it, as did the two behind her ears. Each sent out small roots as they came into contact with her skin, and began to work their magic. Soon.

Neither mare noticed, however, as they finally left the passage behind and came into a wide-open area. What they saw surprised them. The entire area was covered in sand, and in the middle stood a small pyramid. It reminded Twilight of the ones she had seen in Somnambula. But what was one doing here?

"Why the hay is there a pyramid down here?" Willow asked, as her companion growled at something neither mare could see.

Twilight shook her head as they approached the structure. "I don't know. Why would Princess Celestia and Princess Luna even have an area like this in the castle? I know they were friends with Somnambula herself. But this is a bit extreme."

Willow rolled her eyes as she uncurled herself and looked inside, and blinked in surprise at what she saw. "You might wanna see this, Twilight."

Twilight gave her a confused look as she too looked inside, and felt her mouth drop in shock. All she could see was green. It was like a garden, with flowers and plants of all kinds all around them as they stepped inside. The aroma was rather pleasant as well.

As Willow watched Twilight, though, she noticed something odd. The plants seemed drawn to her, following her as she passed them. And Twilight herself seemed to be glowing as they passed deeper into the garden.

Twilight, herself, felt more amazing by the second. Her hooves sunk into the moist earth easily, and it felt amazing. She giggled at the thought as the pair came to what seemed to be the center of the garden, where another surprise awaited them.

A massive bed of roses carpeted the ground and even crawled up the walls. All seemed to sway in a breeze that didn't seem to exist. As Twilight passed between them, they parted before her, rubbing up against her as she did. Twilight blushed at the feeling. She had never felt so good as she did at this moment.

Willow saw this as well, and she and her friend shared a confused look. What was going on? Flowers didn't do that. Did they? But at the same time, they too felt amazing, and Willow felt her feelings for the alicorn rise by the second.

Twilight finally came to the center of the rose bed and stopped. Something was telling her that she was meant to be here. She sat down with a contented sigh, not even noticing as the rose in her tail sent down roots down into the ground, rooting Twilight to the ground, even as the rose merged itself with her.

Twilight finally noticed what was happening to her, but she no longer cared. She smiled as the roses around her ears fused together behind her head before floating down to her neck like a necklace. Giggling, she picked a nearby rose, which instantly wrapped itself around her waist tightly but comfortably.

Willow watched all of this in shock and surprise. "Twilight. What's going on? And why am I so aroused?"

Twilight smiled up at her friend, and even her companion blushed at the look they got. "You know what Willow? I have no idea. Why am I doing any of this? And why does it feel so amazing?" Her smile grew. "But you know what? I don't really care anymore. I don't even care how long I stay here," she sighed.

Willow blinked as she suddenly thought of what time it must be back in Equestria. But a growing part of her also didn't really care. "So what now? I won't leave you down here."

Twilight smiled as she took the mare's hooves in her own, even as she began to feel sleepy. "Stay with me? I'm feeling sleepy at the moment, and I don't want to be alone."

Willow smiled, and before she knew what she was doing, she leaned in and kissed the alicorn on the lips. Twilight's eyes widened in surprise, but she quickly leaned into the kiss. They stayed that way a moment, even as Twilight's body began to be engulfed by a large rose. "I'm not going anywhere, Twilight," she purred, and even her companion nodded happily as he sat down.

Twilight smiled goofily before her weariness overcame her, and she allowed herself to fall into a deep slumber. Even as her eyes closed, the rose engulfed her entire body, before seemingly becoming dormant once more.

Willow sighed as she curled up herself and lay down on top of her friend. "Sleep well, Twilight. I'll be here when you wake up."

Author's Note

So, I based the area where Twilight begins transforming on Sandy Grave from Portrait of Ruin for Nintendo DS. No Astarte, Persephone, Brauner, or Stella. Mummy, Devil Wheel, Sand Worm, Red Skeleton, Flying Skull, Ghost, Elgiza, Dragon Zombie, White Dragon, Bone Pillar, Ectoplasm, Spittle Bone, Armor Knight, Skull Archer, Skeleton, Crossbow Armor, Great Ghost, Mimic.

And this marks the end of the story. I've run out of ideas to show anything else. So, I'm stopping here before I ruin the story by continuing. We all know how this ends for Twilight and Willow in the sequel.