Want Me, Need Me, Love Me

by criticalmess

Rating: teen
Tags: Changelings, My Little Pony: Friendship is Magic, Queen Chrysalis, Tragedy, Twilight Sparkle, Princess Celestia, Dark, Alternate Universe, Main 6
Length: 22190

Twilight Sparkle becomes a changeling and soon finds her metamorphosis doesn't only affect her.

As Twilight Sparkle awoke one morning from uneasy dreams, she found she had been turned into a changeling.

How has she become a changeling? How will she adapt? How will her friends respond? And what new terrors will her metamorphosis bring?

Cover image by the fantastic Carnifex... or Siansaar... I can't tell which. You can find more wonderful works here: http://siansaar.deviantart.com/

EDIT: Featured... nearing 1000 Favorites... multiple pages of comments (swoons)

Thanks for everything guys. I never expected this thing to get so popular. I need to rework the second chapter, but it looks like there's going to be a blue moon every Friday for a while yet. Thanks again for your support and please keep reading and reviewing!

EDIT2: I've updated the character list again, a little preview of the second story arc...

EDIT 3: Just doing a quick character update to account for changes made to the next Arc...

Published 2012-09-07 12:54:03 UTC
Last updated 2012-10-10 17:23:29 UTC

Prologue?

Want Me, Need Me, Love Me
Prologue

Twilight's eyes snapped open, her heart spasming wildly in her chest. Tiny pupils darted around, taking in every detail of her dark prison. Her vision was obscured by an opaque, green fluid that wrapped around her body, making each movement labored. Her mouth was full of the liquid, but rather than choking her it seemed to numb her insides, freezing her lungs and stomach in place. Beyond that the world was a distorted mess of green-filtered stone. Meanwhile silence rang in her ears, the fluid muffling all sound that may or may not be coming from outside her green prison.

Grunting in fear, Twilight struggled against the fluid, agonizingly pulling her head back and forth against the thick fluid. She reached out with her magic but found only pain as her head exploded in an agonizing headache. All her struggles were earning her was exhaustion and further panic, yet she still tried vainly to free herself.

Let's see how you're doing.

Twilight froze as a sickeningly familiar voice slipped into her mind. Her eyes snapped from side to side, trying to locate its source. Through the haze of green, Twilight thought she could make out a dark shape moving closer.

Oh my, looks like someone's awake.

The dark shape continued to advance, filling up Twilight's field of vision as it grew to titanic proportions. As it did, the shape resolved itself into a vaguely equine shape, though more twisted than any Twilight would care to associate with.

And how are we feeling?

The shape stopped in front of Twilight's prison. The creature's head leaned forward and pressed itself to an invisible barrier on the edge of the green. Facial features swam into focus: a set of bright green eyes, a set of fanged teeth, a twisted black horn.

You.

Oh come now Twilight, there's no point in being hostile now.

What have you done to me?

Patience, patience, Twilight...

The face backed away into oblivion. The blurred figure of the changeling queen turned around and started retreating into the void beyond. Twilight lifted a hoof in a vain attempt to stop her, but stopped as it entered her field of vision. She looked down, horror rising in the depths of her soul as she witnessed her normally clear coat falling apart, clumps of purple hair floating away to be consumed by the fluid. Underneath, her skin was warping, hardening, darkening...

...you're not ready yet.

Twilight opened her mouth wide and...

"AAAGGHH!"

Twilight's head shot upwards, leaving her pillow far behind. Nearby, a figure fell backwards in shock as Twilight emerged suddenly into the waking world. The purple unicorn flailed around in panic, hooves struggling against the clean, white sheets that held her in place. But rather rapidly exhaustion overtook her, and she fell panting back into her bed. Her eyes still raced around the room, identifying her surroundings as a clean, white hospital bedroom. They settled on a figure, hoof raised as it quickly tried to regain footing. As its head cleared the edge of the bed, Twilight calmed down immediately as she recognized the figure's handsome, blue mane.

"Shining." Twilight sighed with relief as her wide-eyed brother finally stood again.

"Twili," Shining Armor replied, chuckling breathlessly, "Oh, Twilight, you have no idea how glad I am to see you awake."

"You have no idea how glad I am to be awake." Twilight said beaming. She leaned her head back and closed her eyes, blissfully reveling in the warmth of the hospital bed and of her brother's affection. "I had... I had a terrible nightmare."

She felt her brother place a hoof behind her ear and begin stroking her mane affectionately. "Well you're awake now, Twilight. It's all over. I'm here."

Twilight smiled and opened her eyes. Curiously, they drifted around her bedroom: from the florescent lights overhead to the white tile that made up the walls. She frowned slightly, "What am I doing here?"

"You gave us a little scare," Shining explained, continuing to stroke his sister's mane, "but don't worry, everything's better now."

"But what-?" Twilight began, but was cut off by the sound of approaching hoofsteps. She turned her head slightly, watching as a familiar orange-maned doctor stepped forward with a clipboard ready. Shining Armor straightened up, his face eager as he turned to the doctor.

Answering the unasked question, the doctor explained, "She's completely fine now, everything's as it should be."

Shining Armor relaxed visibly, his hoof resuming its absent-minded brushing of his sister's mane. Twilight's confused frown didn't disappear, though. "As it should be?" She repeated.

The doctor looked down at the clipboard and flipped through the pages, smiling contentedly. "Yes, Ms. Twilight. You are one perfectly healthy..."

He dropped the clipboard revealing his unnatural, green eyes, "...changeling."

Twilight's heart began to race again. She instinctively turned to face her brother, who merely continued to stroke her mane and look into her eyes with his own bright green pair. He smiled blissfully, completely ignorant of his sister's distress. "I love you, Twilight." he said cheerfully, his smile broadening.

Twilight pulled herself away from her brother's hoof and resumed struggling at her sheets once more. She managed to work her front leg out of the constricting fabric and right in front of her face. Her heart skipped a beat as she noticed the black insect-like shell covering her leg and the unforgettable holes near her hoof.

Twilight opened her mouth wide and...

"AAAGGHH!"

Twilight jerked awake screaming, head immediately twisting around to check on her surroundings.

"Twilight!" A figure near her cried, "Are you all right?"

Twilight panted, her heart racing, as she stared up into the face of her teacher. Princess Celestia's face was leaning in to Twilight's sitting form, a look of pure motherly worry across her face. Twilight didn't respond, instead blinking and taking in her new surroundings, this time her old room at Canterlot. Rather than lying on her bed, Twilight was sitting on a carpet in the center of her room with her teacher and Princess standing over her.

Twilight sighed, and placed a hoof to her head. "I'm sorry, I must have dozed off... It was just... I had a bad dream."

Celestia's shoulders dropped as her whole body relaxed. The white alicorn smiled softly, saying, "Maybe you should get some rest; we can stop our lesson here for the night."

"No!" Twilight said immediately, her eyes flying over to the open window. Outside stars twinkled on the black, velvet sky. "It's all right, I'm completely awake."

Celestia smiled and looked away. "All right, Twilight, if you insist. Now focus."

Twilight looked back towards the Princess, but as her eyes swept the room they met another pair staring back at her. Though momentarily caught off guard, Twilight soon noticed the large mirror standing not too far away on the carpet. Twilight cocked her head and nervously asked, "Um, what were we doing again?"

"Transformation." her teacher answered simply. There was a wave of light in the corner of Twilight's eye, causing her to break contact with the mirror and stare at the Princess sitting next to her. Celestia had vanished, and in her place was Princess Luna, starry mane swaying behind her placidly.

As Twilight gaped, Luna looked over and explained, "It's not enough to simply want to transform, you have to concentrate. You need to feel every aspect of your target: their voice, their mannerisms, the way they hold their bodies. You must literally become that pony, feel yourself slipping into their coat."

Twilight began to tremble as a green wave of energy consumed Princess Luna, replacing her with Princess Cadence. "Your turn, my faithful student. You could be anypony, Rainbow Dash, Applejack, Rarity." The faux-Cadence smirked and tilted her head mischievously, her eyes flashing bright green, "Or maybe your brother?"

Twilight opened her mouth wide and....

"AAAGGHH!"

Twilight leapt upright and was greeted by darkness. Covers tangled around her as she instinctively began to flail. Immediately, she grabbed her head in her hooves and panted, urging her mind to be still. "Enough," she muttered, "no more dreams. Please, no more dreams. Please."

Tentatively she raised her head. As her eyes adjusted to the pitch-blackness, she could make out the comfortingly familiar outline of her own bedroom. The inside of her tree-dwelling stood stalwart, firm against her raging mind. Groaning, Twilight rolled over onto her side and stared into the abyss that covered her room.

"Why?" Twilight muttered again, rubbing her eyes, "Why changelings?"

"Mhnn... Twi?"

Twilight blinked and stared at the foot of her bed. Sighing, she extracted herself from her entangling covers and crawled to the edge. "I'm sorry I woke you Spike," Twilight apologized groggily, "It's just I've been having these nightmares about...."

She froze as her eyes fell upon the bed lying at the end of her own. Wrapped in a clean blue blanket, yawning quietly, was a small black-shelled and teal-eyed changeling. Blinking, the changeling looked up into Twilight's eyes and smiled.

"It's okay Twi," Spike said, smiling through his fangs, "I love you."

Twilight opened her mouth wide and....

Twilight let out a muffled scream as she fell out of one nightmare and into another. All around her a swarm of black chitin completely engulfed her. Panicked, mind running on sheer survival instinct, she struck out against the mass of changelings. Insectoid wings and punctured legs scraped past her as the changelings reacted. Monstrous creatures crawled over each other as they retreated from Twilight's blind attacks until the unicorn was finally free to fall onto a rough stone floor and gasp for breath.

Weakened, but full of the energy only a cornered beast could hold, Twilight stood erect and turned in place, watching as literally thousands of changelings observed her from only a few feet away. Still gasping for breath, Twilight lit her horn, channeling magic for a magical blast.

The changelings around her cocked their heads in unison. A moment later, their horns lit up too, but not in their typical green aura. Twilight lost focus, losing her hold on her magic as a swarm of changelings glowed with familiar purple magic. Grinning happily, the changeling horde advanced. As they approached, their blank teal eyes swirled, filling with amethyst energy.

"No...." Twilight mumbled weakly, falling to her knees.

The changelings advanced, familiar voices rising from their throats.

"We love you Twilight."

The first changeling reached the cowering purple unicorn.

"We love you."

"We're so happy."

"Twilight?"

The changelings surrounded Twilight without challenge and began to climb over her once more, encasing her in a monstrous shell.

"We want you, Twilight."

"We need you, Twilight."

"Twilight!"

The changelings took her in their hooves, holding her.

"We love you, Twilight."

"Twi!"

Shaking her.

"Please!"

"Don't leave us."

"We need you."

Twilight opened...

"Twilight!"

"Our Queen!"

"Our love!"

...her mouth wide...

"Twilight!"

"TWILIGHT!"

...and screamed.

"WAKE UP!"

"AAAGGHH!"

Twilight shot out of bed and immediately pinned down the purple dragon that had been trying to shake her awake. Her horn lit threateningly, Twilight leaned down and screamed, "ARE YOU A CHANGELING?!"

"NO!"

"ARE YOU SURE?!"

"YES!"

"AM I A CHANGELING?!"

"I... I HOPE NOT!"

"WHAT'S GOING ON?!"

"I DON'T KNOW!"

"AAAGGHH!" Twilight screamed again and fell back, clutching her head. She buried her face in her bedsheets, pressing her eyes shut against their cotton folds. Tears flowed from between lavender eyelids, both of relief and of terror. Quietly, she sobbed into her bed, unable to forget her many nightmares.

After nearly a minute, Spike finally rose to his feet again and gingerly approached the broken wreck of a unicorn. Gently, he placed a claw on her shoulder, causing her to flinch slightly but do no more. Eventually Spike cleared his throat and softly asked, "Twi? What is it?"

After a few quiet moments, Twilight replied into the sheets, "Just a dream, Spike."

"Changelings?"

Twilight nodded, her head sunk halfway into the bubbling pool of the Ponyville Spa. Its warming waters allowed Twilight to finally relax after last night's never-ending stream of nightmares. Eyes half open, she gazed around at her friends. Rarity and Fluttershy sat across from her in the pool, Rarity's delicate mane held out of the water by hair ties. Applejack and Rainbow Dash were somewhere behind her, reclining on the lounge chairs that surrounded the pool. Pinkie Pie meanwhile was skipping; not anywhere in particular, really, she was just skipping about the room.

Rarity leaned further back in the pool. "Oh darling, I understand how you feel completely. Those changelings were absolute monsters. Their fangs, their horns, their..." she shuddered visibly, "...that disgusting gunk they encased the Princess in. I have no idea how she got it all out of her coat."

"But it's been over a week since the wedding." Twilight retorted, rising slightly out of the water. "I've hardly even thought about the changelings since then, let alone have nightmares about them."

"Well, it must be like a delayed reaction then." Applejack offered, rolling onto her back. "You've been busy with thinking about your brother on that honeymoon of his."

"It's not just that." Twilight replied, leaning back to look at Applejack. "It's not like the changelings are attacking me; it's like... I'm a changeling, or everyone else is a changeling, or..." Twilight sunk deeper into the pool, "...they weren't even attacking me that last time. It's like... they were embracing me."

Rainbow Dash waved a hoof in the air, "So you have creepy nightmares, so what?"

Applejack nodded. "Dash's right. We all get nightmares sometimes, but when we wake up, it's all over. Are you a changeling, Twilight?"

Twilight shook her head.

Rarity smiled, pointing a hoof at herself, "Well I'm certainly not one, and I'm quite sure Fluttershy isn't one."

"Or me or Rainbow." Applejack finished.

Pinkie Pie suddenly bounced into view, beaming at Twilight. "I'm not a changeling, but I'd like to be one! How awesome would it be to turn into anypony you'd want, any time you want! Dashie!" Pinkie zipped over to a reclining Rainbow Dash, "Imagine the pranks we could pull!"

Rainbow Dash chuckled nervously, "Yeah, but I still don't think I'd want to be a changeling."

"Oh come on," Pinkie bounced rapidly, "I mean, think about it! Anypony you want. And you don't have to eat all the time. I hope you could though; I'd hate to give up cupcakes and brownies and cake and well it doesn't really matter because changelings feed on love! You'd just have to make pony's happy and I know I already love to do that and it gives me that warm, tingly feeling..."

Twilight Sparkle sighed and listened to Pinkie's rambling explanations as to why being a changeling would be the best thing in the whole universe. Just hearing her friend's bubbling voice was enough to bring a little smile to her face. In fact, the water was finally wearing her stress down. A light warmth pervaded her entire body, as a little tingling sensation crossed her coat. Eyes closed and fully relaxed, Twilight leaned back and sighed contentedly.

"Eep!"

Twilight's eyes casually drifted open and stared across the pool at Fluttershy. Her wings had snapped open in shock, and her bright, blue eyes stared directly into Twilight's. Her whole body shook as if suddenly overcome by a sudden chill. There was something else about her too, something that Twilight noticed but couldn't quite understand.

Rarity noticed Fluttershy's sudden outcry as well and glanced over at her. "Fluttershy, whatever's the..." she began, but stopped. Her mouth hung open as her eyes became fixed on Twilight's as well. "...matter?" Rarity finally finished, her voice far higher than Twilight had ever heard it before.

Twilight glanced between her two friends with apprehension. "What?" She asked.

At least, she thought she asked.

But no sooner had the words left her lips did she realize that her voice was not her own. It was too high, too sweet for it to have come from her mouth. Confusion washed over her as she stared down at her snout. A curl of hair fell across her eyes, obscuring part of her vision. But before she could blow it away she froze, recognizing the light, curly, pink mane that now fell across her vision.

Slowly, with mounting shock, she raised a hoof out of the water, and examined the perfectly pink pony leg held before her.

"Wow," Pinkie Pie said appreciatively, "how'd you do that Twilight?"

The eyes of everypony were on the Pinkie-ified Twilight now. As she turned around rapidly to look at each of her friends, she noticed the varying degrees of shock and suspicion that filled their faces. Twilight's eyes shot back to her own hoof, still hanging in the air.

This isn't possible, Twilight panicked, I'm not... I'm Twilight Sparkle. Princess Celestia's personal student. I'm...

Before she could finish that thought a tingling wave of purple energy crossed over the hoof, turning it back to its normal shade of purple. The pink curl vanished from her sight, her mane returning to it perfectly straight form. All around Twilight, her friends gasped, some physically recoiling in shock. A wave of frost inexplicably hit Twilight as her anxiety started soaring.

"Twilight?" Rarity asked, leaning in, "How... how did you do that?"

Twilight stared at Rarity, eyes wide open. She stared into her eyes, at her curling mane, her delicate white coat....

Rarity drew back shocked as another tingling wave passed over Twilight. When it passed, a long curl of purple mane fell in front of one of her eyes, cutting her vision in half. Fluttershy squealed again and leapt from the water. Rainbow Dash, discarding her towel, flew into Twilight's line of sight, fear and wonder playing across her face.

"Sugarcube?" Applejack plied from her position behind Twilight, "How'd you do that?"

Twilight spun around and stared at Applejack, purple curl swaying as she did so. She fixed her gaze on her apple-bucking friend, her mind slowly falling into madness. It took little time before another wave of energy passed over her, the curl of purple replaced by the heavy weight of a had atop her head.

Applejack calmly backed away. "All right Twilight, stop that. Stop it."

The mounting stress and her hammering heart finally had its way. Twilight Sparkle's mouth fell along with her disguise as she glanced around nervously at her cautious friends. Twilight opened her mouth wide...

...and was silent.

Chapter One: Denial

Want Me, Need Me, Love Me
Chapter One: Denial

Spike's entire body shook as a bust of magical energy suddenly appeared nearby. He staggered briefly before grabbing hold of the ladder like a cat to a tree. His head snapped around to find the source of the pulse and found a purple unicorn standing stock still in the middle of the floor.

"Twilight!" Spike said uneasily, "How was the..." But Twilight turned away, hastily trotting towards the opposite bookshelf. "...spa?" he finished inquisitively. Curiosity taking hold, Spike slid down the ladder and hastily stepped towards his friend. "Twilight?" He inquired as Twilight began sorting through the books on the shelf.

Twilight turned around, apparently noticing him for the first time. From up close, Twilight looked even more insane than she acted. Her coat was soaking wet as well as her tail and most of her mane. Warm water droplets hit the wood floor of the library, forming a slick puddle. The front of Twilight's mane stuck up, individual hairs poking out chaotically. Twilight's eyes had retracted to pinpricks and even though she was clearly looking at Spike, her eyes showed that the unicorn was not all there.

"No." Twilight numbly stated before sweeping sideways and trotting over to another shelf of books.

"Not again." Spike muttered fearfully. Hastily, he ran to the broom cupboard and grabbed out a mop and bucket. "Twilight, whatever it is you're worrying about," Spike called out encouragingly as he began to mop out Twilight's trail of water, "it's not as bad as it seems."

"No." Twilight repeated, examining a series of books she had levitated into the air.

"Remember to take deep breaths," Spike continued, squeezing out the mop into the bucket, "relax, and think about the problem or potential problem from a different angle."

"No." Twilight continued to search through the thick tomes along the back wall.

"Above all," Spike said, raising a claw into the air, "remember to rely on your friends."

Twilight paused, holding a massive reference book in the air. Thoughtfully, she stared at the ceiling. "Wait," she said, dropping the book to the ground, causing the whole library to shake, "yes. Yes!"

"Yes?" Spike cocked his head.

"A mirror-morphic illusion!" Twilight cried, smiling broadly. She spun around and stared at Spike, practically glowing with triumph. "Using visual thauma-technical pathways interacting with memory-coded imagers. It makes perfect sense!"

Spike blinked briefly before saying, "Yes. Whatever you just said is a rational answer."

Twilight's smile suddenly snapped back into a worried frown. Anxiously, she peered into Spike's eyes. "Of course," she continued, "that would be reliant upon a proximity-based reaction to the mirrored target. So what if...?" Twilight leaned back and stared at her two front hooves with mad concentration. Moments later, Spike dropped the mop in shock as Twilight was consumed by a wave of amethyst fire. Twilight was completely consumed, replaced by a very focused Fluttershy.

Fluttershy blinked at her legs briefly before wincing in displeasure and turning away. "No." She said as purple flames consumed her too. "Nooooo no no no no no." Twilight whined as she continued from exactly where Fluttershy had vanished. Terrified, she levitated a book off of the highest shelf and began flipping through it rapidly.

Spike stood still, jaw practically reaching the floor. Fear and confusion wracked his face as he stared at his best friend in the world. Meanwhile Twilight completely ignored him, continuing to search through her books. After a minute, Spike stepped forward gingerly. Carefully, he reached out a finger and poked Twilight in the side, feeling the familiar texture of pony hide.

Twilight spun around, causing Spike to leap into the air and retract his claw. Twilight, panicked and fearful, asserted, "I'm not a changeling."

"I... didn't say you were." Spike replied carefully as Twilight resumed searching through the bookshelves.

"Then why did I just transform into Fluttershy?" Twilight countered, pulling down a titanic leather-bound volume. "Why did I turn into Pinkie Pie, Rarity, and Applejack back at the spa? Because I'm certainly not a changeling," Twilight shook her head violently, flipping through ancient pages of lore, "I can't be. I'm Twilight Sparkle, I've never been a changeling, never. I don't care that I can physically feel their friendship feeding me and giving me strength. I don't care that I transform in the same, exact method I learned in my dream. I don't care-" Twilight suddenly turned to Spike and asked, "Do we have any books on changelings?"

Spike froze, still uncertain how to react. "Wh-why are you a changeling?"

Twilight shook her hoof. "No, no, no, weren't you listening? I just said that I'm not a changeling." Twilight gasped suddenly, a lightbulb figuratively lighting above her head. "Of course, I'm still dreaming. HIT ME SPIKE!"

"What?"

"Now!"

Spike, surprised, complied and slapped Twilight across the face. Twilight froze and blinked, a blank expression on her face. The little dragon winced and stepped forward. "Ohmygosh Twilight, I'm sorry. Are you okay?"

"No." Twilight repeated dully before shaking her head and going immediately back to searching through her books. "But I'm still not a changeling."

The door opened before Spike could reply. Quickly, both pony and dragon turned to the open door, where a panting blue pegasus flapped wearily. The rainbow-maned intruder locked eyes with Twilight briefly before looking over her shoulder and raising a hoof to her mouth. "I found her!" Rainbow shouted to a group of ponies no far away. Moments later, a stampede burst through the door, a bouncing pink pony leading the charge.

Twilight inhaled sharply, eyes fixed on the pony leading the charge. As if by instinct, a wave of purple washed over her, replacing the purple unicorn with a perturbed pink pony. Her friends recoiled, Fluttershy sinking lower in her hiding spot behind Rainbow Dash's flank. Twilight glanced down at her hooves, squealed, and immediately reverted back to her own self.

"Sugarcube, it's all right." Applejack said immediately after Twilight changed back.

Twilight looked away and resumed searching the bookshelves. "If fine, really, I am!" she replied unconvincingly. "I think I've got it all figured out now. This is all an elaborate dream, I simply haven't woken up yet!"

"But I thought you said-?" Spike started, raising a claw.

Twilight giggled. "Oh Spike, that just proved it! I'm stuck in a spiral of nightmares that I simply can't wake up from and I'll continue to move from nightmare to nightmare to nightmare for the rest of my life and there's nothing I can do and I'm not convincing myself!" Twilight's mad explanation spiraled out of control before finally crashing in a pile of rubble. The purple unicorn threw herself to the ground, placing her hooves over her head. "WHY?! I'm not a changeling. I can't be a changeling. Why am I acting like a changeling? I'm not-"

Twilight was suddenly lifted off the floor by two plush forelegs. Her eyes shot open as she was suddenly forced into a bear hug, forelegs trapped uselessly to her sides. An explosion of cotton-candy mane fell about her head as the attacking pony leaned her head over her shoulder and squeezed tightly.

"That better?" Pinkie asked from the depths of her bear hug.

Twilight was speechless for a moment. It wasn't the physical hug that shocked her but rather the sudden rush of energy that followed. It wasn't the typical warmth of a pony's body heat, but rather a strange, sparkling energy that flowed into her and calmed her down. Her body relaxed as tense muscles soaked in the warmth; it far more potent than the waters of the spa could ever hope to be. If someone could take a woolen blanket and distill it into a warming sunbeam with a dash of a kitten's fur, creating a raw, joyous force, this would be the creation.

Twilight's shoulders sagged as she finally replied, "Yes, much better."

Pinkie beamed and let go, the intense warmth receding into a faint glow. Twilight fell back onto her haunches, head hanging loosely from the end of her neck. Pinkie stepped back into the group of friends, which Twilight barely acknowledged. Applejack and Rainbow Dash stood just behind the beaming, bouncing, bubbly, pony, while Fluttershy and Rarity appeared to be hiding just behind them.

Pinkie giggled. "It looks like somepony really needed a hug."

"Yeah." Twilight nodded and sat down, still a little stunned by the abrupt embrace.

"Now Twilight," Applejack started, approaching Twilight cautiously, "we just want to talk with you about this without you running away again. We want to know what's happened just as much as you do."

"I'm not a changeling!" The purple unicorn suddenly cried out, leaping to her feet.

Applejack stumbled back and Rainbow Dash's wings shot out reflexively, but her friends stood their ground. "That's right, you're not, you're our friend." Applejack sat down in front of Twilight and smiled softly. "And as our friend, we can't stand to see you out of your mind about this. So, we've all come here so we can work this out together."

Twilight spun around. "Thanks, but I really should take care of this myself. I really don't want to get you involved in this." Twilight's voice started rising in pitch and volume as her rational mind slowly slid off the track again, "Besides, if you're all figments of my imagination, I can't get anything else from talking to you that I don't already know...."

"Somepony needs another hu-ug!" Pinkie sang brightly and bounced over to Twilight. She flung her arms around Twilight's neck once again, causing Twilight to stop in her tracks. The burst of warmth returned in force and brought her mind back into focus.

"All right Pinkie," Applejack said, rolling her eyes, "I think that's enough."

"No," Twilight replied calmly, "It's all right. It..." she sat down in front of Applejack, "...I mean... I don't mind."

Applejack stared at Twilight briefly as Pinkie Pie closed her eyes and sat down next to the unicorn, still holding her neck. For a brief moment, Applejack seemed like she was going to protest, but rather she nodded and motioned for the others to sit down.

"You're right," Twilight said, glancing around at her friends as they cautiously approached, "we need to think about this calmly and rationally, talk it over."

"That's the spirit!" Applejack started as the rest of her friends sat down, Spike taking a seat next to Twilight, "Now, do you have any idea about what's going on other than this being a dream?"

"Because frankly darling," Rarity interjected, tossing her mane back, "I'd rather not be a figment of your imagination." Applejack shot a glare at Rarity who grinned half-heartedly and explained, "Sorry, I didn't mean it like that."

Twilight sighed and started rubbing her forehooves together. "I don't know, I really don't know how this is possible. I'm not a changeling, that doesn't even make sense. It's not like I'm a changeling sent to replace Twilight who suddenly developed amnesia." Twilight stared directly into Applejack's eyes. "It doesn't make sense."

"Now, none of us suspect that." Applejack reassured Twilight, though she cast a quick glance towards Rainbow Dash, who pointedly ignored her.

"I mean," Twilight continued, "there's so many other reasons this is happening... like... like an illusion or a curse or...."

Rarity coughed suddenly, an obvious gesture that caused interrupted Twilight. "Twilight, I think we can both agree that what you did was not magic."

Rainbow Dash stared at the white unicorn, head tilted. "What do you mean that wasn't magic?"

"Well," Rarity explained, shuffling her hooves, "I meant it wasn't unicorn magic."

"And why do you say that?" Applejack prodded.

"Mana Frequencies." Twilight answered glumly. "It's...how do I put it? There's different types of magic. Unicorns can sense and manipulate the different frequencies of magic, some more strongly than others, some less so. The magic unicorn horns can use fall into a certain set of frequencies, the same with dragons, alicorns, and others. While some of these overlap-"

"We get it," Rainbow Dash interrupted, "so your freaky transformations were...?"

Twilight slumped, pulling against Pinkie's encircling legs. Her head attempted to retract into her neck like a tortoise's, while her legs buckled slightly. She glanced away, blushing in a remarkable imitation of Fluttershy. Rainbow Dash's eyes raised in realization. "Oh."

"I'm not a changeling." Twilight muttered, her voice barely audible.

"We ain't saying that, Twilight." Applejack repeated, her voice calming and certain. "We don't know if you're a changeling or not. Heck, we don't know anything about what's going on. For all we know, this is some sort of trick by that changeling queen to try and break us apart, to turn against you." Applejack straightened up and grinned. "And I'll tell you something, Twi, we ain't going to do that."

"Absolutely not."

"No way."

"Of course we won't."

Spike grinned cockily, "You don't even have to ask me."

Twilight smiled softly at her friends' responses, feeling a reinvigorating wave of warmth wash over her. It added to the energy flowing from Pinkie Pie, prompting the purple unicorn to relax.

Applejack smiled. "Now, what do we need to do to make things right?

Twilight nodded. "Write Princess Celestia and tell her about the situation; if there's anypony that knows what to do, it's either her or Cadence. Seeing as I can't reach the latter, the Princess is the best choice."

Applejack rapped the floor triumphantly. "There you go, Twi. Sounds like a great plan. We can work out the rest after the Princess knows."

"Pinkie, you've been awfully silent, what do you think?" There was a pause as Rarity waited for an answer. "Pinkie?"

Twilight glanced over at the source of the warm feeling that enveloped her. The pink pony continued to wrap her front legs around Twilight's neck. Twilight pulled away slightly only to have Pinkie Pie readjust, pulling her tighter into her hold. Eyes closed, the pink pony sat still, oblivious to everypony around her.

"Pinks?" Rainbow Dash prodded. Stepping out of the circle, she waved a hoof in front of her closed eyes. "Helllooo-ooo? Anypony in there?"

Pinkie remained unresponsive, a soft smile on her face as she continued to hold Twilight like a big stuffed animal. Twilight frowned and prodded her. "Pinkie?"

"Mmm-hmm?" Pinkie mumbled and opened her eyes.

Twilight gasped with the rest of her friends as she saw Pinkie's eyes. A ring of purple filled her iris like an amethyst pool, strings of purple leaking into the whites of the eyes and even slightly into the pupil, giving Pinkie a strange, corrupted look. Even as they watched, the purple energy continued to expand, filling in every empty spot on her eye. Meanwhile Pinkie was relaxed, her eyelids drooping slightly as she stared at Twilight curiously.

"Pinkie!" Rainbow cried, her wings flaring uncontrollably in shock, "What the...?"

"Pinkie, let go of Twilight," Applejack said steadily, guessing the source of the corruption, "and back away."

Pinkie stared at Applejack, her smile quickly fading away. "No." She replied incredulously, shifting closer to Twilight.

"Pinkie, let go of me." Twilight gasped, pulling away from the pink embrace.

The pink pony turned her stare to Twilight. Hurt and confused, she pleaded, "Why, Twilight? What's wrong?"

Twilight gulped, still trying to pull from Pinkie's grip. "Your eyes, Pinkie. You're...."

Pinkie Pie redoubled her hold on Twilight as a pained expression crossed her face. "Twi," she groaned, "I don't feel so good."

Rainbow Dash swept over and grabbed Pinkie around the waist. "Then let go of her!"

Pinkie's face suddenly morphed into an animalistic snarl, the normally joyful pony kicking back at Rainbow Dash. The sudden buck sent Rainbow Dash crashing to the ground and the other ponies in the room to their hooves. Pinkie's head shot back to Twilight, her eyes twitched as they continued to fill with amethyst energy. "Twilight? H-help me... please."

Twilight shook her head, "Pinkie, I can't do anything if you won't...."

"Make it go away." Pinkie moaned, her front legs squeezing Twilight's throat in a death grip. "It...It's trying to make me let go. Make it stop."

Twilight continued to back away, but Pinkie's grip was too great. Twilight's breathing quickened as the warmth from Pinkie Pie's hug began to intensify. The energy seeping from her friend was building in strength and focus, shining all of its beautiful, delicious light onto her. "Twilight..." Pinkie repeated, leaning in, "...I...I want you...."

Applejack approached, but a quick kick from Pinkie Pie sent her tumbling like Rainbow Dash. Rarity tugged at the pink pony to no avail, her magic unable to pry her off of Twilight. Spike stood indecisively against the wall, unsure of what he could do, let alone should do. Meanwhile Twilight motionlessly stared into the pink pony's eyes as both Pinkie's love and the amethyst in her eyes grew to encompass everything.

"Pinkie..."

"I need you Twilight."

"...I'm sorry."

"I... I love-"

WHAM

The force of the blast from Twilight's horn wrenched Pinkie Pie's hooves from their death grip around Twilight's neck and threw the pink pony in the air where she back flipped twice before crashing into the far wall. Her body slipped to the ground as a torrent of biographies fell from the shelf and nearly buried her. Silence descended over the library as the books finished falling, everypony staring directly at the literary pile.

"I...I didn't mean for it to be that powerful," Twilight squeaked, "it just... I had more energy that I thought and... Pinkie?"

Silence continued to dampen the library for what felt like minutes before a pink head shot out of the pile, a copy of The Life of Hazy Visions perched on her head like a hat. She grinned and giggled brightly, the corrupting energy cleaned from her eyes. "Wow, that was weird!" she eventually managed to say, stepping out of the pile and shaking the book off of her head.

While everyone else relaxed, Twilight shook her head, shoulders trembling. "Pinkie, I'm so sorry."

"It's okay Twilight," Pinkie beamed, trotting towards her friend, "I'm all better now. Wow, what was with that...?"

But Twilight staggered backwards, lifting her head fearfully into the air. "Stay back."

Pinkie tilted her head in confusion. "What? I'm all right now."

Twilight still backed away, feeling the warmth emanating from Pinkie's smile. Even though her body reveled in this joyous energy, Twilight's mind rebelled, knowing what followed. She spun around, glancing at each friend in turn. Streams of friendship were all arrayed at her, though intermingled with colder beams of energy. Twilight spun, eye twitching, as her friends gave her space.

"Please," Twilight muttered, "for you sake, please, just... just go away, all of you."

"Sugarcube...."

"Please!" Twilight cried again, cutting Applejack off as she tried to approach.

Rarity leaned forward, practically begging, "Twilight, we only want to help you."

"No!" Twilight recoiled and charged her horn. "You can't! You'll... I...JUST GO!"

With that she vanished in a burst of amethyst energy, reappearing just upstairs. Quickly, she ran into her bedroom and slammed the door shut. An awkward silence fell over the friends below as they stared up at Twilight's closed door. Finally, Applejack sighed and motioned the others to leave.

Spike, however, ran up the stairs after Twilight and pushed through the door into the bedroom. Twilight, still shell-shocked, was trying to levitate a quill. Unfocused and drained, her magic failed to hold the quill steady and eventually Twilight just dropped it onto the parchment that lay on the desk.

"Twilight." Spike said, trying to catch her attention.

Twilight's head spun to face him, her eyes bulging in fear. She opened her mouth as if to protest, but no words came out. Eventually, she shook her head and trotted over to the far wall. "Spike," Twilight said anxiously, "take a letter."

Spike ran over to the desk and picked up the parchment and quill, promptly standing at attention. Twilight stood still for a moment, chewing on her lip, before pacing while dictating:

Dear Princess Celestia,

I'm writing to you about an urgent matter that has arisen. I cannot find any help from my books or my friends and have turn to your for guidance. This morning, after awaking from terrible dreams, I found that I have...

Twilight paused, her mouth moving silently. Spike waited patiently, quill poised. After a moment she resumed,

...that I have somehow adopted the characteristics of a changeling. I am able to transform into other ponies with a thought and I am able to not only feel their emotions towards me, including fear, friendship, and love, but also derive warmth from these emotions. While I cannot jump to conclusions and assume I am feeding on their love, the conclusion is seeming increasingly likely. I hope that you can come as soon as you can and help-

Twilight stopped in the middle of her sentence, prompting Spike to glance up at her. She had stopped pacing around the room and now stared at the mirror. Twilight stared back at her own reflection, jaw hanging slightly open in shock and realization. "She's right."

"What?"

"This is a disguise." Twilight murmured, "I... whenever I turn back into myself... it's the same way I turn into everypony else." Twilight pressed her forehead against the glass, horn scraping against it. "I don't know if this is really me."

Spike's claws squeezed around the parchment in shock. "Twilight, don't even think that! You're Twilight Sparkle, the best pony I know and my best-"

"NO!"

Twilight continued to glare at the mirror. Madly she stared into her own eyes and demanded, "I don't want to be anything. I don't want any disguises, no lies, no illusions, I just... I just want to be ME!"

There was a pause as everyone stood still. Moments later a wave of purple washed across Twilight.

Spike coughed in shock, a green flame erupting from his mouth and engulfing the letter. The quill dropped the ground, the claw holding it going limp. Meanwhile Twilight stared back at the reflection of her undisguised self. Her body stood lax, sagging slightly as her body seemed to be losing the battle with gravity. Her forehead pressed to the mirror, horn scratching its polished surface, seemed to be the only thing keeping her upright.

"Twilight?'

"Get out."

"But-?"

Silently, Twilight's horn glowed purple, a wave of concussive energy blasting Spike off of his feet and down the stairs.

Chapter Two: Despair

Want Me, Need Me, Love Me
Chapter Two: Despair

"I move on to my third point, your majesty..."

Princess Celestia regally refrained from yawning.

"...would result in a 3.7% increase in potato yields over four years..."

Thousands of years old, infinitely patient, and immensely wise, Princess Celestia of Equestria found herself plotting the many ways she would take vengeance upon Lord Omnibus for forcing her to listen to Second Wind's proposal for optimizing raincloud coverage in Sylvan Province.

"...while the second study shows an increase in cost of approximately 5,000 bits..."

She briefly glanced at Lord Omnibus, standing stoically to the right of her throne. Cold and experienced as he was, Celestia held incredible doubt that her Prime Minister was able to stay awake through the long-winded petition. The way he stood placidly, showing no emotion whatsoever, indicated to her that he had mastered the art of sleeping with his eyes open. Then again, he always looked like that.

"...which your highness will remember was made 37 years ago when..."

Celestia nodded in agreement. She had absolutely no idea what he was taking about; with over a thousand years of ruling Equestria, she had forgotten some less-important things such as an edict passed decades ago or a magical infestation that hadn't been seen in centuries. Of course that was Lord Omnibus' job, to keep track of the incredibly vast history of Equestria and the many often contradictory decrees passed in that time. Despite the incredible scope of the task, Lord Omnibus was only the Eleventh Prime Minister with a photographic memory. As emotionless as he was, he was still the best Prime Minister in the history of Equestria in that regard.

"...and so I move onto the conclusion..."

By all that is holy is he still talking?

"...to reiterate my first point-what the?"

Celestia was shocked too as the magical discharge suddenly popped into existence just in front of her face. She furrowed her brow as an unrolled piece of parchment fell out of the flash of light and started floating to the ground. Quickly she plucked it from the air with her horn and held it in front over her, peering at the hasty scribble written on the document. The writing was consistent with a dragon's scrawl, and a panicked one as well.

In front of the throne, Second Wind drew himself up haughtily and tapped the petition placed on the lectern in front of him. "Your highness, I was just finishing my proposal."

Celestia glanced back at him briefly before scouring the letter, deciphering its message. "Continue, I'm still listening."

Second Wind bowed slightly and returned to his proposal. "As I was saying, to reiterate my first point, the current system of-I SAY!"

The verbose pony fell back as Celestia erupted from her throne. Her face was contorted with shock and disbelief as the letter slipped from her grasp and floated to the floor. Moments later she spread her wings and took flight, her powerful wings sweeping aside the curtains on either side of the throne. She sped straight for one of the windows, pushing it open with her magic and speeding off into the distance. As she shrunk into a tiny speck in the sky, a soft boom could be heard in the distance.

In the room, Second Wind struggled to regain his composure. Meanwhile Lord Omnibus, completely unfazed by the Princess' sudden outburst, picked up the scroll and started examining it. In an officious but rather bored voice he proclaimed, "Court is dismissed."

"This is unbelievable!" Second Wind sputtered, marching towards Lord Omnibus. "Princess or not, I waited weeks to get this audience and she can't simply-"

"Royal Decree 73-2-13," Lord Omnibus answered sharply, "states that in the event of an emergency involving a member of the Royal family, defined in articles 3 through 14 of the aforementioned decree, any current Royal obligations are suspended temporarily for the duration of the emergency." A glow encompassed the folio that composed Second Wind's petition. "I will examine your petition and present it to her at a more prudent time."

The petitioner narrowed his eyes, suddenly anxious, "Are you saying that there is an emergency in the-?"

"Indeed, and Royal Decree 333-6-17c states that what you have witnessed is confidential and you are not allowed to mention it to anyone under threat of punishment, is that understood?"

"Yes, but... confidentially... what is the problem?"

Lord Omnibus neatly rolled up the parchment and placed it atop the folio. Calmly, he turned on the spot and headed for the back door. "Someone very close to her."

Celestia arrived over Ponyville to find it in a state of panic. Crowds of ponies filled the street, loudly discussing the presence of a purple shield around the library. The regal alicorn flew straight at it, her eyes narrowing in concentration. As she flew over, she glanced down. The ponies beneath had begun to point upwards, their panic growing. Celestia allowed herself a moment to wince before composing herself and landing outside of the library.

Leaning against the shield, one claw on his head and the other against the wall of magic was a battered purple dragon. At Celestia's approach, he turned around and frantically began waving her down. "Princess...I...she..." Spike gasped, running towards her, "...the bedroom... she was... I saw...."

The Princess waved a hoof, a calm and reassuring expression on her face. She turned to face the crowds of ponies that had begun to gather around the Princess of the Sun earnestly, begging for an explanation. Celestia straightened up and loudly but calmly proclaimed, "My little ponies, I have been made aware of the situation and I assure you everything is under control. I will handle this matter myself and you can rest assured that everything will return to normal."

The ponies meekly backed away and began muttering amongst themselves, the Princess' platitudes soothing the tension that had built amongst the mob. With that taken care of, she turned to Spike and whispered, "I received your letter, are you all right?"

Spike took a deep breath and replied, "Just a few bumps, I'm fine, thick scales." Spike pointed up at a balcony not far overhead, "She's up in the bedroom, please."

As Celestia nodded and began to take off, Spike stopped her, whispering harshly, "Princess... Twilight... she really is a changeling, and she did this thing with Pinkie where-"

The Princess placed a hoof on Spike's head and assured him, "Spike, everything will be fine, I promise you."

Spike stared at the Princess mutely for a few moments before nodding slowly. Celestia smiled briefly before launching into the air, coming to a hover outside of the balcony. The glowing purple shield pulsed with magic, a formidable defense. To a normal unicorn, it was impervious, but to Celestia was no more than a hastily-erected barricade. With a swipe of her horn the shield cracked and crumbled, leaving a sizeable hole in the defenses. Quickly she swooped in and landed on the balcony, pushing open the door to the bedroom as she did so.

Save for the light that shone from the opened door, Twilight's bedroom was oppressively dark. The Princess gazed around at the familiar furniture that made up Twilight's room and noted every inconsistency: the shattered mirror in the corner, the pile of books tossed in a corner, a bed so wild and disturbed that it looked more like a nest.

Celestia drew a breath and stepped forward, continuing to glance around the room. "Twilight?" The Princess called out hopefully, but to no avail. There was nothing but silence in the library. Sighing, the Princess walked over to the mirror. Gingerly, she scooped up that mirror shards with her magic and placed them in a nearby wastebasket. She stared at the shards hanging in the frame, a broken image of herself.

Celestia sighed and pressed her head against the wood back of the mirror. "Twilight...." The Princess gasped, her mind slowed down enough to fully worry for her student.

She straightened up as an unfamiliar consciousness pressed against hers. It was a probe, an unfamiliar thread of magic poking at the back of her head, but finding no hold to attach to. More frightening was its magical frequency; it was low and dark, far below the normal range of a unicorn. If Celestia didn't know better, she might have said it was an alicorn's magic if that weren't possible. Quickly Celestia spun around, raising her wings defensively. The probe vanished as the blankets on the bed behind her shuffled uncomfortably.

Celestia relaxed and stepped forward. "Twilight?" The bed-nest didn't respond. "Twilight, I know you're in there." she repeated, smiling sadly, "Please come out."

"No."

Twilight's voice was just as it always was, though it was stressed by fear muted by the blankets. Celestia stepped even closer and repeated, "Twilight, come out."

"Princess," Twilight insisted, "You don't understand...."

"Twilight Sparkle."

The figure under the covers gasped and shifted towards Celestia's voice. The Princess stared firmly at the lump that rose from the blankets, the same disapproving look she gave Twilight not too long ago. The figure seemed to wither under her gaze, burrowing into the covers. "Twilight Sparkle, I will not repeat myself." Celestia stated firmly.

Twilight quickly, but unwillingly, crawled out from under the covers and stared directly into the Princess' eyes. Celestia's jaw dropped as she witnessed the results of her student's metamorphosis.

Twilight was as dark and monstrous as any changeling, the sharp black chitin that covered her body only broken by characteristic punctures near the hooves. A pair of thin wings like a dragonfly's or a wasp's, sprouted from her back and hugged her sides tightly. A pale purple thorax wrapped around her like an organic saddle, covering her torso. The structure of her face was relatively unchanged, but her changeling features continued even here. Through Twilight's quivering mouth, Celestia could see a pair of small, pointed fangs protruding from her otherwise flat teeth. Her ears were thin, barely a membrane between two jutting pillars of cartilage. Her mane that flowed back from her head was loose and stringy. Its colors were muted and greyer than usual, but still retaining its usual pattern. Clumps of mane and tail had fallen out, giving the impression that there were holes in her hair. Jutting out of this was Twilight's horn, a crooked and jagged protrusion, curving slightly in the middle and ending in a sharp point. And then there were her eyes...

Celestia stared into Twilight's sad, pleading eyes but could not help but feel revolted at the sight of her changeling features. It was impossible to hide the shock and terror that rose to her face as her mouth hung open silently. Twilight closed her eyes and covered her head with her holey forehooves. A wave of purple magic erupted from her horn and consumed the changeling, replacing her with a perfectly normal though terrified Twilight.

Celestia hastily closed her mouth and pushed the sudden surge of emotions from her face. "Twilight," the Princess began, "I want you to tell me what happened."

Twilight sat on the bed, hooves crossed, eyes staring at the ground. "I just... I don't know what happened. I woke up and now....."

Twilight trailed off and buried her head in her hooves. Celestia sighed pityingly. "So you don't have any clue why you're like this? Have you had any contact with changelings recently or-?"

"Don't you know?" Twilight's head shot up, her purple eyes pleadingly staring into Celestia's. The white alicorn stopped, her mouth hanging open. "Don't you have any idea?" Twilight continued unabated. "Why am I a changeling, Princess? Please, tell me you have some wisdom or piece of ancient knowledge that can help me or, or... you have to know something."

Celestia's mouth continued to hang open for a long time as Twilight stared at her mentor. Eventually the white alicorn managed to admit, "I don't."

Twilight stared back into her teacher's eyes, her face expressionless. "You don't?"

Celestia's wings shuffled nervously under Twilight's gaze. "No, changelings haven't been seen in Equestria for centuries, and even then hardly anything was known about them. We know they can take on the form of ponies in order to feed off of their love, they are led by a more powerful Queen changeling, and that they are masters of deception. Everything else is entirely theoretical."

"Oh." Twilight said, still staring at her teacher. "So, you don't know why I'm suddenly a changeling?"

"Twilight, for as long as I have known you, you have been a unicorn. I don't know why you suddenly can transform like a changeling."

"And feed on love?"

"...no, I don't have an explanation for that either."

"And Pinkie." Twilight looked out the open window. "When she got close to me she... I don't know, got brainwashed." She glanced back at her teacher, eyes revealing shock and revulsion. "It was like my big brother at the wedding... but even worse. It's like... I was draining her," Twilight's eye twitched. "I could see it."

"That's...unique." Celestia finally managed to say. "We don't even know of changelings that could do what you said."

"Oh." Twilight blinked. "I see. You can't help me."

"Twilight," Celestia stepped forward, extending a wing, "whatever happened, I swear I will find out and-"

"But you don't know anything about changelings. Nopony does." Twilight laid her head on the bed and groaned. "I'm sorry I bothered you Princess; there's nothing left to do."

"Twilight...." Celestia gasped.

"I don't even know who I am anymore." Twilight averted her eyes, staring firmly at the bed underneath her. "I'm just..." Twilight sighed, her body relaxing. A wave of purple energy swept across her again, turning her back into her changeling form. "...I'm just a changeling."

"Twilight Sparkle."

Twilight stared up at Princess Celestia. Her eyes burned imperiously, blazing with the same light the unicorn saw in her eyes during the Want it, Need it incident. The Princess strode forward confidently. "Don't you ever say that."

"Princess!" Twilight gasped as the white alicorn stepped onto her bed. "Wait, don't-"

"You are Twilight Sparkle, my faithful student." Celestia sat down next to her student and wrapped a wing around her, despite the young changeling's protests. "You are the most studious young unicorn I've ever met, and the most determined little filly."

"Princess, what are you-?"

"When I first saw you years ago, that night in Canterlot," Celestia recounted, staring at her charge, "I knew at once what you were, and that was the most promising little pony in the whole world. Don't you ever say you are 'just' anything, let alone a changeling."

Twilight stared in shock and awe at her teacher's face. Her eyes glowed brilliantly; warm affection seeped off her teacher like the sun's glow. Her eyes showed not a trace of corruption, still burning with the same pure radiance Twilight had ever known. The little changeling stared into her teacher's eyes quietly for several long moments before unconsciously changeling back into her familiar purple unicorn appearance.

Celestia relaxed visibly, her eyes and mouth softening. "You can be anything you want to be, Twilight. I don't know how many times I told you that while you were studying under me. If you put your mind to it, you can accomplish great things."

"I-"

"I have as much faith in you as you have in me. If you want to be yourself, then you will be yourself. If you want to control the magic that you used on Pinkie Pie so that it may never be used again, you will tame it. If you want to live your life the way you have before, making friends and studying, putting behind whatever happened to you, you will do so." Celestia smiled reassuringly. "Trust me, Twilight."

Twilight stared back up at her teacher, mouth hanging open. Celestia held her gaze, ignoring the probe that continued to strike against her mental barrier. Seconds passed slowly with Twilight under the wing of the regal alicorn. Eventually Twilight closed her eyes and leaned against the Princess' side.

Celestia smiled warmly as the probe fell away from her mind. "Twilight you know I will always be there for you, but remember you also have friends. I don't want you to push them away because of what happened to Pinkie Pie. You can control yourself, I know you can."

Tears started falling from Twilight's eyes as she rubbed her head against Princess Celestia. She nodded whole-heartedly and replied gratefully, "I don't know what I'd do without you."

Celestia coughed and looked away, still smiling softly. Twilight curled up next to the larger form of her teacher and cried freely. Meanwhile the wise alicorn felt her heart melt for the little unicorn lying next to her. After a minute of silence she whispered, "What am I going to do with you?"

"Please Princess," Twilight begged, "I just want everything to go back to normal."

Sadly, Celestia stared at her student. The little purple unicorn curled up next to her like a foal or a puppy, tears still falling from her eyes. Quietly, Twilight rubbed her head against Celestia's side. Underneath the lavender coat, the Princess knew that the black shell of a changeling waited. After a moment of silence, she sighed.

"Thou can't be serious!"

"She is my personal student and my ward, I trust her completely."

Luna reared back and stared at her sister in shock. "Celestia, I know how you feel about Twilight, but she is a changeling. Not only that, she's showing powers that-"

"She can control herself." Celestia retorted, pacing along the far wall of the throne room. It was completely empty save for the two alicorn sisters; the guards, courtiers, and petitioners were dismissed for the rest of the day.

The Princess of the Night tiredly rubbed her eyes, sighing in frustration. Luna had been awoken by an extremely worried guard when her sister had departed suddenly. Her sister returned shortly after she left the bedroom, bringing back the tale of Twilight's metamorphosis. Immediately, she opposed Celestia's decision.

"Sister," Luna finally objected, "even so, thou cannot leave Twilight alone in Ponyville."

"She has her friends."

"We meant with guards!"

"Luna, you’re using it again."

"We know!" Luna objected, her voice rising dangerously close to Royal Canterlot Voice-levels, "We think that it is necessary in this situation. You are behaving irrationally."

"It is not irrational." Celestia shot back. "Twilight has been able to control her immense magical reserves since a very young age."

"This is different than simple magic!"

"The mechanics are the same!" Celestia practically shouted, slamming her hoof on the ground. Outside the wide doors to the throne room, a group of maids that were listening in on the two sisters' conversation ran off. Never before had they seen their Princesses so completely enraged.

Luna scowled. "Even then, she should be here in Canterlot, under constant supervision...."

"I will not treat my student as a criminal when she has done nothing wrong!"

"If she is a changeling...."

"Royal Decree 694-7-1."

Both sisters turned and faced the intruder. Lord Omnibus stood stoically just outside the threshold to the throne room, a pile of papers floating in the air next to him. He continued, "Arising from the case of Equestrian Royal Treasury v The Great and Powerful Mundane, Royal Decree 694-7-1 states that even if a pony has magically transfigured into another creature, in the case presented, a dragon, that pony is still a pony under the law and, stated directly in the case, still required to pay taxes. Princess Celestia is merely using that Decree as a precedent in this case in confirming that Twilight Sparkle is still a pony, at least under the law." Omnibus inclined his head slightly, turning to face the Princess. "Your highness, I have read through Second Wind's proposal and would recommend that you accept it."

"Thank you." Celestia replied after a moment of stunned silence.

Luna, after recovering from shock, shot back. "Even so, she is a potential danger to Equestria and needs to be brought to Canterlot, where we can keep an eye on her. Now is not the time to have her wandering around as a changeling!"

"1293-10-31a." Omnibus replied promptly.

Luna's brows furrowed with annoyance. "And what decree is that?"

"The cancellation of Nightmare Night as a holiday and ban on any celebration pertaining to Nightmare Night or any celebration that encourages fear of Princess Luna." Luna recoiled in shock as the Prime Minister continued, "Though it's not the decree that's important, but rather the events leading up to and following it, where the former Equestrian enemy number one was allowed to travel freely to Ponyville where she encountered resistance from the local population save for one pony who attempted to befriend her. Do I need to remind you who trusted her that night, even after she announced a decree banning one of the most popular holidays in Equestria?"

"I...she..." Luna sputtered, "...that is...it's... she's a... I...." The relatively young alicorn blushed furiously, rubbing her forehooves together and averting her eyes from the Prime Minister's cold stare. After nearly a minute of stammering, stuttering, and attempting to find the right words, Luna finally gave up and glanced at her sister. "Just watch her, please."

"I will." Celestia replied seriously, causing Luna to nod and walk off. The Princess muttered her good days to her sister and Prime Minister and walked out the door, closing it behind her with her magic. Her sister gone, Celestia turned to face the Prime Minister, who continued to stare at her. "Thank you, Omnibus. Is there anything else?"

"Your highness," Omnibus lowered his head respectfully. "May I speak freely?"

"You are always free to."

"Thank you." Omnibus raised his head and stared into his Princess' eyes, his own practically glowing with anger. "You are making an incredibly stupid mistake."

Celestia’s eyes widened in shock as the Prime Minister continued. "I understand your fondness for Twilight Sparkle, but if what I have heard is correct she is a changeling. She feeds on love, can disguise herself as anypony, and is an expert at manipulating others. Need I remind you of how you were deceived and defeated not too long ago? No, I don't think so. Despite your belief that Twilight can control whatever powers she has, you should err on the side of caution and have her brought to Canterlot where she can be kept under constant supervision and care. Your love for her alone should be enough to sustain her while we throw the entirety of our research force into finding a way to reverse or at the very least suppress her powers."

The throne room was silent for what felt like ages. Celestia gaped, half furious and half shamed; never before in her entire reign had a Prime Minster ever scolded the Princess so vehemently. There have been times when ponies more knowledgeable than her had corrected her, such was the job of the Prime Minister, but no pony had dared treat Celestia how Lord Omnibus treated her.

Celestia finally managed to recover and replied, "Then why did you support me?"

Omnibus' eyes softened, resuming their cold, dispassionate stare. "Because I am your Prime Minister; it is my duty to support your decisions and to justify them to the populace. Though I am sure this is one decree you do not want published publically."

"I see." Celestia stared at her Prime Minister for a long time. The wise unicorn stared austerely back into the ageless alicorn's eyes. "I trust Twilight Sparkle." The Princess finally said.

Lord Omnibus bowed and answered, "Then I will support your decision. I am glad your faith overcame your feelings, your highness."

Celestia's eyes narrowed. "What do you mean?"

"Your fear."

Celestia's eyes snapped wide open, the Princess recoiling. "I am not afraid of Twilight Sparkle." Celestia shot back loudly.

Lord Omnibus remained unfazed, replying, "With all due respect your highness, I can see it in your eyes every time I mention her name, a spark of fear. Your highness, whether or not you admit it to me, something you saw in Ponyville made you scared of Twilight Sparkle."

The Princess glanced away, scowling. After a few moments, she closed her eyes and sighed. "I'm not scared of her." Celestia replied firmly, "I'm worried."

Omnibus blinked, his eyebrows rising in a facsimile of shock. "I can understand that you're worried about her, but there's something else, isn't there?"

Celestia stared back at him for several long, tense moments before turning to face the window. Outside, the noonday sun blazed fiercely, spreading its heat across Equestria. Eventually she replied, "It's her eyes."

Omnibus frowned, this time genuinely shocked. "Her eyes?"

Celestia continued to stare out the window, her eyes sorrowful. "It's her eyes..."

And then there were her eyes... they were bright purple, but not flat and emotionless like a typical changeling's. Long pupils, like a dragon's or a cat's, were drawn through the center of her eyes from top to bottom. They focused intently on the Princess, shining faintly with a sheen of purple magic.

"...they're the same as the Queen's."

"We love you."

Twilight silently woke up, calmly transitioning from the nightmare and into reality. She groaned and rolled over, glaring sullenly at the window. Outside a torrent of rain slammed against the glass. The tree-library creaked around her, branches swaying in the wind and twigs bouncing harmlessly off of the trunk. None of this perturbed her however, as she calmly rolled out of bed and onto her hooves, yawning as she did.

The voices of her friends clamored around her, all confessing their devotion, as purple energy filled her eyes....

Twilight groaned again and rubbed her forehead. While the dreams were not as recursive as her never-ending nightmare two days ago, they were no less vivid and realistic. She very quickly stopped waking up screaming, instead calmly moving between sleep and wakefulness. Not that the dreams stopped disturbing her, she merely got used to them.

Her brother, surrounded by purple-eyed changelings, cowered in fear. Twilight watched helplessly as purple fire consumed him, tearing away his white coat and replacing it with hard back....

Twilight walked sluggishly downstairs, mutely pushing her recent dreams from her mind. It wasn't just acclimation that brought her to this state; as the hours passed Twilight felt herself losing more and more energy, her life slowly leaking out of her. As she descended the stairs, she dimly noted the time. What had begun as a quick nap had taken up all afternoon, her endurance completely sapped. Though Twilight knew full well the reason for her weakness, she did not dare say it out loud.

The library was as dark and empty as she had left it that morning when she woke up. The door remained firmly locked and each and every window was bolted shut, warding away any unwanted visitors. Twilight briefly checked these security devices and trotted into the kitchen to pour herself some tea.

As she placed a kettle of water onto the stove and waited for it to boil, her eyes fell upon a small, reflective surface. It was a tiny mirror, something she brought down a week ago when she attempted to fix her mane and eat breakfast simultaneously. She simply forgot to bring it back up to the bathroom, leaving it sitting in plain view on the table.

Twilight's eyes glanced over it briefly before picking it up and holding it in front of her face. She looked the same as always, albeit with a few more dark circles under her eyes and a slightly unkempt mane. Her eyes focused on the locks of hair the stuck out from her mane, a plan coming to mind. She concentrated on the loose hairs, her eyes narrowing in focus as an image of herself sprung into mind. Seconds later a small burst of purple energy swept across her head, wiping away the dark circles, straightening her mane, and giving it a much-needed trim. She smiled appreciatively as she examined her refreshed self.

It didn't take long for curiosity to overcome her. Her eyes locked with her reflection's, as she focused intently on her image. A wave of purple swept over her and in an instant she was replaced with a perfect copy of Rainbow Dash. One cocky grin later and she was a spitting image of the speedster pegasus. When her horn vanished, the mirror fell to the ground but didn't break, though Twilight was more interested in an addition rather than a disappearance. She glanced back at her blue wings and flapped them, testing them. Her eyes narrowed, Twilight leapt into the air and spread her wings wide, letting herself hover in place.

She nodded and stepped back to the ground, her wings folding back to her side. She glanced back at the mirror on the ground and frowned in concentration. Minutes passed as she stared at the mirror, her eyebrows furrowed, sweat starting to glisten around her forehead. Finally a wave of purple energy engulfed Twilight. When she stared at herself in the mirror, she couldn't help but start to laugh.

She had become a miniature version of Celestia, a gleaming crown sitting just above a short, stubby horn. Her simple wings fluttered at her side as she examined the multi-hued but distinctly mundane mane that issued from her head. It was though she had painted herself to look like Celestia rather than turning into Celestia herself. It was hardly a disguise, but it would make an amazing costume for Nightmare Night.

After her laughter finally stopped, Twilight stared into the mirror. As she looked back into her facsimile of her teacher, the frown wiped from her face. She sat on the ground, wings drooping to the side. A flash of energy later and they were replaced with a changeling's wasp-like wings. She lifted the mirror in a web of purple magic and stared once more at her changeling form.

" I don't know what I'd do without you."

Twilight stared directly into her own purple eyes neutrally, thinking back to Princess Celestia's intervention. The memory continuously ran through her mind, the statement repeating itself incessantly. Even days later she couldn't stop thinking about what she had said and done.

"I lied to her."

She wanted to tell Celestia that she couldn't trust herself, that she should be taken off to some dungeon and locked up. She wanted to say that she didn't believe her when she said that Twilight could control her power. She wanted to say that she really was a changeling, no matter what the Princess said. And then she lied.

She had thought it often, but never before did she actually verbalize her shame. It wasn't even a typical lie, like telling Pinkie she wasn't able to go to a party, or that she would ever part with Mr. Smartypants. Those required thought and effort. That time her mind and body was completely overtaken by some strange instinct, as effortless as walking or breathing. She completely masked her true emotions, put on the world's perfect poker face, and said precisely what Celestia wanted to hear.

And the result was beautiful. Celestia's warmth exploded after Twilight's statement, even more so after she began to cry. It was like a formula: the perfect combination of physical and linguistic cues to prompt optimal love acquisition. The glow of Celestia's love for her student lasted long after the Princess left.

It was so sickening and delicious.

Twilight tossed the mirror to the table, where it wobbled slightly before falling still. Since Celestia's visit, Twilight had locked herself in the library all alone. Instead of reaching out to her friends, she shut herself away. Even Spike....

-tap tap tap-

Twilight's ears perked up. Unconsciously she shifted back into her normal equine form. She carefully left the kitchen and crept back into the main room of her home. Her eyes scanned the dark library for any sign of the tapping's source, but it had vanished as quickly as it had arrived. All she could hear was the creaking of her old tree and the storm outside.

Then there was a flash of lightning, illuminating a tiny shape flitting by her window. Twilight inhaled sharply as for the briefest of minutes she thought she could see a pair of insect wings attached to a vaguely equine body. Nervously, she backed up, grabbing a nearby encyclopedia for self defense. The hefty tome hovered by her head, ready to be thrown at any intruder.

-tap tap tap-

Again, the tapping reappeared. Twilight spun towards a window set high in the wall through which she could see a shadowy shape pressed against the glass. Quietly she stared back at the creature that had flown up to her window. At first images of changelings with glowing purple eyes awoke in the back of her mind, but on further examination the shadowy shape looked far too small to be a changeling.

-tap tap tap-

The figure tapped again, urgently and desperately rapping against the window. Twilight struggled to repress the curiosity that was welling up in her, bolstered by some other darker instinct. But eventually her mind lost the battle with itself and, encyclopedia raised defensively, she unlatched the high window.

Twilight froze as the little equine form flopped into the library bringing a trail of water in behind her. She gasped as it fell to the floor with an audible thump, sopping wet tail laid out behind her. The unicorn continued to stare, eyes wide open, as she realized who just walked into the monster's den. Slowly, the little pony stood up and stretched out her two tiny wings.

"Sorry for barging in," Scootaloo chuckled, shaking her mane dry, "but can I stay here until the storm stops?"

Twilight's shocked expression vanished as the strange instinct took over. She smiled brightly, thought with a calculated hint of exasperation, as she replied, "Sure Scootaloo, let's get you dried off."

The little orange filly grinned, 'Thanks Twilight, I'm glad I wound up here!"

Chapter Three: Control

Want Me, Need Me, Love Me
Chapter Three: Control

SweetCelestiawhatamIgoingtodo?She'sinmyhouse,helpme,she'sinmyhouse.

Scootaloo rapidly rubbed the towel through her mane, drying off her soaked head. Twilight stood nearby, calmly mixing together a batch of hot chocolate on the kitchen stove. She smiled softly as she stirred the dark brown mixture.

Shecan'tbehere;ifshe'sherethenImightdothatthingtoherthatIdidtoPinkieohmyCelestia!

"Here you go Scootaloo," Twilight said happily, levitating the steaming cup over to the table.

The little orange filly's smile widened to comic proportions. She slapped the wet towel around her neck and fluttered onto a nearby chair. "Thanks Twi!" she cried and started to drink.

Twilight chuckled as the hot liquid scorched her little tongue, causing her to cry in shock. "Not so fast Scootaloo." she cautioned.

Okay, calm down, deep breaths. Okay, I can't do it physically because Scootaloo will wonder what's wrong so-FOCUS! I can't send Scootaloo back out into the storm, but I can't let her stay here and risk exposing her to whatever it was I did to Pinkie. Not to mention the longer she's here the more likely she'll find out I'm a changeling, can't let her find out. The answer is simple, I have to stay as far away from her as possible.

"Twi?"

Twilight stopped by the door to the main room, hoof hanging in the air. She turned back calmly to see Scootaloo sitting in her chair, hooves wrapped around a mug of hot chocolate. "What'cha doing?" Scootaloo prodded.

"Oh, I just need to get some reading done, " Twilight explained casually, "you finish up your hot chocolate."

Scootaloo nodded and blew on the steamy beverage as Twilight left the kitchen to do just what she said.

That was a terrible excuse, Twilight silently chastised herself as she pulled a book at random from the shelves, 'I just need to get some reading done?' Still, it brought me enough time to try and think of something else. Something that will keep Scootaloo far enough away from me so she doesn't trigger that... thing... until the end of the storm. A storm that will probably last all night. So I can't leave this tree. And I'm stuck in here. With Scootaloo.

After a minute of brainstorming, Twilight began to suspect that her deceptive instinct was either refusing to help her avoid corrupting Scootaloo or simply unable to perform miracles.

"What're you reading?"

Twilight jumped slightly as Scootaloo suddenly appeared behind her. She turned around, quickly composing herself as she replied, "Just..." Twilight glanced at the book title, "...A Guide to Ponyville Lichens." She inwardly sighed in relief that she had grabbed a mundane book rather than one of the stranger titles she sometimes found while searching through her library. Even more fortunate was that she actually was planning to read this guide to the fascinating world of local photosynthetic symbiotes anyway.

"Uh-huh?" Scootaloo nodded, one eye raised. Twilight noted that the hot chocolate was left untended in the kitchen while the filly casually looked around the library. "So... is it any good?"

"Oh, it's really a fascinating book." Twilight smiled, turning through the pages, "Look, it even has color illustrations of each and every species of lichen, from Everfree Moss to Whitetail-"

"Yeah, that's nice." Scootaloo pushed away the book Twilight had offered her. "Um, do you have anything else? You know, something... awesome?"

Twilight continued smiling and trotted away from the little filly. "Well, I've got every single Daring Do -"

"Read them."

Twilight blinked in shock. "All of them?"

"Yeah. Ever since I heard Rainbow Dash started reading them, I've been reading them as well." Scootaloo beamed. "I mean, if Rainbow Dash says they're awesome, then they have to be. And they are!"

"So... are you sure you've read all of them?" Twilight replied, pulling a novel off of the shelf. "I mean, just last week Daring Do and the Ch-"

"-Chalice of Char le' Mane came out, I know." Scootaloo interrupted. She fluttered across the room to Twilight, hanging in the air several seconds before falling to the ground again. "I've read that already. Do you have anything else?"

Twilight inched away from the eager filly and searched through the fiction section. "I think Ms. Braveheart was writing another book, the Tall Tale of-"

"Read it, not that great."

"Um... how about the Vampony of-"

"No thanks."

"The Call of-"

"Nope."

"A-"

"I'll pass."

Twilight glared back at the little orange filly. "You don't even know the title!"

Scootaloo backed away briefly before raising a hoof and pointing out, "A Tale of Two Ponies, I can see it from over here. I already had to read that for school, totally boring." Scootaloo rolled her eyes. "I mean, it's so old too. Who even reads it anymore?"

Twilight blinked, reigning in her ire at Scootaloo's condemnation of her personal favorite novel by Plot Thickens, possibly the greatest writer of all ponykind. "Well," Twilight shrugged and replied, placing the book carefully back in its vaunted place on the shelf, "if you're going to reject every single book I offer you off-hoof then I don't know what to do."

Scootaloo sighed and sat on the ground, her head leaning on her forelegs. "I'm sorry Twi, it's just... I'm so BOOOOORED!"

"Well I'm sorry but this is a library," Twilight stated, "there's not much else here but books."

Scootaloo groaned and rolled over on her back, staring at the library's ceiling. "There's got to be something else," she cocked her head thoughtfully, "maybe there's some way I can earn my cutie mark...?"

Twilight twitched, remembering the disastrous day the cutie mark crusaders decided that they would attempt to be Cutie Mark Crusader Librarians. She twitched again once she remembered the afternoon they tried out being Cutie Mark Crusader Lumberjacks. And again when she remembered the day they set out to become Cutie Mark Crusader Glue-makers. That last memory earned a very timid squeak to accompany it.

"Is there a mouse here?" Scootaloo asked, looking around, "Hmm... we haven't tried Cutie Mark Crusader Mouseca-"

"No that was me." Twilight replied quickly, trotting back to where she was sitting. "No mice here. There's, uh, no need to go off looking for any."

"Oh?" Scootaloo rolled over again and sulked. "Shoot."

"I'm sorry," Twilight sighed, "but they're just too scared of Owloysius."

"Where is he anyway?"

Twilight turned back to her book and started reading over the entry on Morphic Fungus as she replied, "Owloysius doesn't stay in the library, well, not during the day at least. I think he has a nest on the edge of the Everfree Forest. Besides, it's too early for him to be up." Twilight frowned. "And with this storm, I don't think he's going to be here today."

"Oh." Scootaloo nodded and scanned the room. "So then where's Spike?"

Twilight froze for the span of a few milliseconds before the deceptive instinct regained control. "Spike's been staying over at Rarity's place helping her out." She chuckled casually, "There's simply no getting him away from her when she asks for help."

Well, it wasn't a lie, Twilight thought, it just wasn't the whole truth..

"And he's not going to be back either?"

Twilight shook her head. "No, I don't think so. It looks like this storm is going to last all ni-"

"I know!" Scootaloo suddenly leapt into the air, hovering briefly before falling lightly onto her hooves. She rushed over to Twilight and beamed, shouting excitedly, "CUTIE MARK CRUSADER NUMBER ONE ASSISTANT!"

"W-what?" Twilight stammered.

"Well Spike isn't here and neither is Owlo...olo... you know," Scootaloo explained rapidly, "so maybe I could be your Number One Assistant while they're gone!"

"Scootaloo," Twilight smiled nervously, "really, thank you for the offer, but there's no need to-"

"Oh come on Twilight, you always say how Spike and... the other one are... indie... induh...."

"Indispensable."

"Right! That you wouldn't know what you'd do without them! And if neither of them are here, then you've gotta be up to your neck in work. I could do that work for you!"

"Scootaloo, I really don't have anything I need you to-"

"Oh come on Twilight," Scootaloo pleaded, placing her forelegs on Twilight's shoulders. Twilight twitched at the contact but otherwise remained calm, "give me a chance. I'll be the best number one assistant you've ever had, and then I can finally earn my CUTIE MARK! Then I can show Applebloom and Swe-"

Scootaloo grunted suddenly and raised a hoof to her eye. She rubbed it, grimacing in annoyance. Concerned, Twilight asked, "Scootaloo, what's wrong?"

"I dunno," Scootaloo replied, "it's like there's something in my eye." The little orange filly dropped her hoof, smiled, and continued, "But don't worry, It's all right."

"You know," Twilight quickly said, knowing full well that it was not all right, and pushed Scootaloo off of her. "I think I may have something..."

"YAY!" Scootaloo cheered, "What can I do Twilight?"

"You can... um..." she trotted towards the kitchen, putting as much distance between Scootaloo and herself as possible. "Um..." she glanced down at her hooves and spied the tiny mirror still laying where she had dropped it earlier. "You can... put this back in the upstairs bathroom, the drawer by the sink."

Scootaloo blinked briefly as the mirror was levitated in front of her. After a moment's indecision, she grinned widely, saluted, and proclaimed, "Yes ma'am!" Eagerly, she snatched the mirror out of the air with her mouth and leapt into the air. She soared towards the stairs for roughly two seconds before her wings gave and she crashed at the bottom steps. Undeterred, she dashed upstairs, leaving a faint orange blur behind her.

Well, that was easy. Twilight gave a tiny smile of appreciation and walked back to her open book. All I need to do is come up with more little tasks that keep her away from me until she gets tired and falls asleep. Then I can just put her on the cot, go up to my room, lock the door in case she sleepwalks, and wait for the storm to end. It's simple, it's perfect. She'll be out of here before I have a chance to do... whatever it is I did to Pinkie. And... she is still upstairs.

Twilight glanced at the stairs Scootaloo had ascended nearly a minute ago. It should have taken her seconds to put the mirror away, but Scootaloo had yet to come back downstairs. Curiously, Twilight stared up the stairs, swiveling her ear around to face the silence. For a minute she stood there, waiting, but Scootaloo didn't come back down.

It's fine, she told herself, Scootaloo's just putting a mirror away. She can't possibly get into any trouble doing something as simple as that. Then again, she does have a habit of finding trouble, but it's just a bathroom... the statistically most dangerous room in a house.

Scootaloo didn't come back downstairs.

No Twilight, she asserted, you can't go up to check on her. You need to minimize your exposure to her for her own good. But if she's getting hurt because I'm not up there... is that any better?

Scootaloo didn't come back downstairs.

I'll give her another minute, then I'll go upstairs.

Twenty-two seconds later Twilight dashed up the stairs at a speed that would have made Rainbow Dash proud. She ran towards the bathroom , skidding to a stop just outside the closed door. "Scootaloo," Twilight panted as she threw open the door, "are you-?"

At first glance the bathroom had been transformed into a miniature ice rink with dozens of glass orbs hanging majestically in the air. Upon further inspection, however, the icy floor of the bathroom became slick soap suds, while the majestic orbs became simple soap bubbles. Before Twilight could have an uncomfortable flashback to Discord's invasion, Scootaloo sailed into her line of sight, squealing with joy as she slid along the floor, a towel beneath her hooves.

Scootaloo bumped into the far wall, but a quick burst from her wings kept her from slipping back too far. "Oh, hi Twilight!" Scootaloo cried and waved upon seeing the shocked unicorn. "I put away your mirror for you, but then I thought: what's a number one assistant that doesn't go above and beyond what she's asked?"

"Uh...." Twilight stammered, staring at the shiny, soapy, slippery, tile floor of the bathroom.

"So when I saw that bottle of soap in the drawer," Scootaloo continued unabated, "and I saw that the floor needed cleaning, I knew just what to do!"

"Scootaloo," Twilight said cautiously, "thank you for taking the initiative, but you really don't need-"

"YAY!" Scootaloo cheered and jumped for joy, "CUTIE MARK CRUSADER NUMBER ONE ASSISTANT!" Scootaloo spun across the room joyfully. "I'm going to get my cutie mark before I know it! Maybe I have one right now!" Scootaloo looked back, staring intently at her flank. "Do I have one? Maybe a-"

But Scootaloo chose the wrong time to take her eyes off of her work, as the little filly soon found herself slammed into the far wall of the bathroom. Dazed and confused, she spun backwards, slipping across the floor at cartoonish velocity. Twilight shrieked and dived out of the way as the sliding filly spun out the door and sailed across the floor and to the stairs.

"Twilight!" Scootaloo screeched, "Help meeeeee!" The little filly's plea for help trailed out as she flew down the stairs and smacked into a bookcase. She ricocheted around the room like an orange and purple bouncy ball covered in soap suds. She crashed into a statue, into the chandelier, into a wall, before finally sailing in a long arc down the stairs leading to the basement, shortly followed by the sound of smashing glassware.

"SCOOTALOO!" Twilight screamed and rushed to the basement stairs.

Looking through, she could see that the one-filly engine of destruction had tumbled down the stairs and into Twilight's basement laboratory. There she had spun across a nearby table, shattering every test-tube (fortunately empty) she came across, and demolishing a stack of binders that composed Twilight's notes on her latest research project: a study of saps from various breeds of Ponyville trees. Now the tiny terror lay headfirst in a bucket of Sample B (Maple), struggling against the sticky tree sap that surrounded her.

"Are you okay?" Twilight asked, pulling Scootaloo out of the organic bath with a tug from her magic.

Scootaloo raised a forehoof wearily, pulling against the sap that bound it to her side. "Not again...." she muttered.

Twilight sighed, sliding down the wall next to the bathroom door and coming to a rest on her haunches. She placed a hoof to her head and closed her eyes, willing her body to relax. Inside the bathroom, Scootaloo was splashing in the tub, washing off the sticky resin that plagued her coat.

"Be sure to get behind your ears." Twilight said after a minute of silence between the two.

"I know." Scootaloo called back. An awkward moment of quiet later, she continued, "I'm sorry."

"It's fine," Twilight sighed, "I needed to clean up the bathroom anyway. And I needed to reorganize the library. And I needed to replace that old chandelier. And the basement-"

"I get it." Scootaloo interjected, "I'll... help you clean up...."

"There's no need Scootaloo," Twilight quickly stated. "I can handle it on my own."

"Oh." The little filly's reply left Twilight feeling uneasy. The little figure inside was a whirlpool of emotions, flecks of warm and cold emotional energy splashing off of her and onto Twilight. Her response only served to agitate the emotion storm with sharper slices of energy. Twilight sighed, the study of emotions and emotional magic was a field full of empty theories and lucky guesses, such as the "Want It, Need It" spell. To Twilight, the waves of energy coming off Scootaloo were completely incomprehensible.

"I'll get started on cleaning up the library," Twilight sighed, stepping away from the bathroom. "Once you're done cleaning yourself off, dry off and I'll get you some more hot cho-"

"I can take care of myself."

Twilight froze as a sudden emotional spike accompanied Scootaloo's retort. After a moment of confusion, Twilight turned back to the door and pressed her head against it. "What was that Scootaloo?"

"Uh," the filly stammered, "nothing. Sorry. I'll do just that."

Twilight shrugged and started to move away from the door before a sudden flare of curiosity shot up in the back of her mind. It was like when the deceptive instinct took control with Celestia and Scootaloo, but it felt harsher, almost desperate. Her brows furrowing, Twilight pressed her head against the door again and asked, "Are you all right, Scootaloo?"

"Yes," Scootaloo replied anxiously, "I'm fine."

"So, what did you mean by that earlier? 'You can take care of yourself?'"

"Oh, well," Scootaloo stammered again, "I'm sorry it's just, well, I can take care of myself. But thank you Twilight for helping me."

The instinct prodded Twilight, churning through piles of questions before settling on one and placing it on the tip of Twilight's tongue. The unicorn opened her mouth and, without knowing why she said it, asked, "Is everything all right at home?"

Scootaloo was deathly silent, the emotional storm freezing over in an instant. Waves of cold energy surrounded the little filly inside the bathroom. "Everything's fine." Scootaloo replied carefully, "Why do you ask?"

"Instinct," Twilight answered softly, "and it's telling me that you're not telling me the whole truth."

"It's fine," Scootaloo answered, her voice briefly rising in pitch, "really, it is. I can take care of myself." From outside the bathroom, Twilight could hear Scootaloo practically swallow her words and clamming up.

"I see." Twilight said, the pressing instinct stringing together facts and assumptions. "Scootaloo, where're your parents?"

"They're fine." Scootaloo answered quickly.

"I meant where are your parents," Twilight repeated, "because they're probably worried sick about you. They must think you're lost out in this storm. I really need to get in contact with them to let them know you're safe."

"You don't... need to." Scootaloo answered, regretting it instantly.

The tension that descended upon the two ponies was so thick it could be worn as a blanket. Twilight leaned against the wall while inside the bathroom water rippled as Scootaloo sunk into the water. Eventually Twilight repeated, "Where are your parents?"

"Cloudsdale." Scootaloo mumbled, blowing bubbles in the bathwater.

"Who's taking care of you?"

"I can take care of myself."

Twilight turned to the door in surprise. "You're all by yourself?"

"Yeah, so?" Scootaloo shot back. "Yeah, my parents are in Cloudsdale doing... whatever it is, but I can take care of myself. They left me money so I'm not starving."

"Why would they need to...?" Twilight began, but once again the instinct prodded her in the right direction. "How long have they been gone?" Scootaloo didn't reply, the cold energy radiating off of her closing in around the little filly's form. "Who else knows?'

"Nopony," Scootaloo shot back, "and nopony needs to know."

"But you're just a little filly."

"I can take care of myself." Scootaloo repeated.

For a while, silence descended on the pair. Twilight opened her mouth to retort, but the same force that led her to this point caused her to choke on her words. She turned away from the door and stared at the opposite wall. After what felt like decades, the silence was broken by the sound of splashing as Scootaloo left the tub to dry off.

Twilight leaned against the wall and said, "You're right."

Inside the bathroom, Scootaloo stopped drying herself off. "What?"

"You can take care of yourself. I mean, at your age you're able to watch after a house on your own while managing to balance school and your friends. You look healthy so it looks like you've been eating right. You've even managed to keep the fact that you're living alone from everyone who talks to you. You've clearly shown you're a responsible young filly."

A still silence hung between the two. "Thanks." Scootaloo finally replied, her voice muffled by the door.

"But look," Twilight continued, "if you ever do need any help, anything at all, let me know, okay?" Though her mind protested, the rising warmth emanating from behind the bathroom door, dispelling the awkward cold energy, egged her on, "If there's anything I can do, even something little, you just need to ask and I'll help you Scootaloo. I promise, I'll be there for you."

"...all right." Scootaloo replied, her voice barely audible.

Twilight glanced over as the bathroom door opened slowly. "All done, Scoo-?"

Twilight gasped as a wet-maned filly slapped into her, wrapping her forehooves around Twilight. Twilight's ears leapt upwards as the unicorn was briefly overwhelmed by the sudden rush of energy. Out of the corner of her eye, Twilight could see the little orange filly smiling slightly. Her mane hung over her forehead, dripping slightly as she pressed it into Twilight's neck.

"Thanks again Twilight." Scootaloo said quietly.

"It's..." Twilight murmured hesitantly, "...it's nothing... really."

Scootaloo silently hugged Twilight, the purple unicorn standing still in the hallway. Twilight sighed in satisfaction and let a hoof rest of Scootaloo's head softly. She closed her eyes and allowed herself a brief moment of contact. Warmth flowed over her, relaxing her muscles and rolling away her worries. Soon she too was smiling as her mind drifted off peacefully.

What am I doing?

Reason and panic forced its way back into focus. Twilight's eyes snapped open at the realization of what she had allowed herself to do. She dropped her hoof and backed away, laughing nervously, "Okay Scootaloo, I think you should get dried off."

"Just a little longer, Twilight?"

Twilight grit her teeth as the little pegasus continued to hold on to her neck. "Scootaloo," she pressed, "let go of me."

Scootaloo pulled her head out of Twilight's neck and brushed the mane from her eyes. "What's wrong?" she asked innocently.

"Because..." Twilight stammered at the sight of Scootaloo's inquiring eyes. Her light purple eyes had already begun to darken, pupils swirling with lavender magic. "...It's just... let go Scootaloo."

Scootaloo let go, backing away from Twilight. She stared at Twilight hurt and confused, her eyes continuing to fill with energy. If anything, Twilight could have sworn they were filling even faster. "Twilight, what's wrong?" the little filly asked with concern, "Is it something I did?"

"No!" Twilight reassured her, but under the weight of her terror the deceptive instinct was crumbling. Her calm was slowly giving away to panic as the succulent energy flowing from Scootaloo continued to intensify. "It's not your fault, really. I... that is...." Twilight backed away, not knowing what to do.

Scootaloo stepped forward, "I don't understand, is there something I can do?" One hoof reached up and absentmindedly rubbed her eye.

"I..." Twilight tried to stammer out before finally losing her last shreds of self-control. "...just... just stay away!" Twilight cried and ran for the stairs.

"What?!" Scootaloo cried back and started running after her. "No! Just tell me what's wrong!"

Twilight didn't answer and ran down the stairs, taking them two at a time. Behind her, Scootaloo reached the top of the staircase and leapt off, wings fluttering wildly. The little filly soared over her head before crashing gracelessly before Twilight just as the latter reached the bottom. Twilight froze in shock as the little filly lifted her head and groaned. She rubbed her eyes with both forehooves, begging, "Please, there has to be something I can do!"

"Yes, you have to stay away from me!" Twilight replied, backing up the stairs. Her back legs caught on one of the steps as she backed up, causing her to fall on her flank.

"I can't do that!" Scootaloo objected, dashing over to the fallen Twilight. Placing her hooves on Twilight's shoulder, Scootaloo leaned inn and stared into Twilight's eyes. The unicorn watched in horror as the energy flowed freely out of the pupils and started filling up the rest of her eye in a manner so horribly familiar. "Why can't you just tell me what's wrong?" Scootaloo begged, love flowing off of her like a waterfall, "Please, I'd do anything for you. You just have to ask me. Twilight, I want-"

Scootaloo grunted and reached a hoof to her eye. "There's..." she groaned, "...there's something in my eye."

"Scootaloo," Twilight gasped, "I can explain everything but before I do, I need you to stay as far away from me as you can." Twilight pressed Scootaloo away from her, despite the smaller filly's struggles. "Don't follow me, don't come near me, don't even think about me."

"NO!" Scootaloo roared and wrapped her forelegs around her neck, pressing her face into Twilight. The unicorn, already pulling away, snapped back and tumbled off the stairs. "No!" Scootaloo repeated, pleading loudly. "Twilight, please, I don't know what's going on."

"Scootaloo!"

"There's this... it's in my head...trying to make me..." Scootaloo grimaced. "...Twilight, please, can't you help me?"

"I'm... trying!" Twilight said, fumbling to pry Scootaloo off. Her horn glowed with purple energy as she readied a magical blast to pry the little filly off of her once and for all. She stared at her, magic building to a crescendo, as Scootaloo looked up. Her wide eyes were filled with tears and corrupting amethyst light. Her eyes were nearly consumed, only small traces of white holding out against the flood.

The little filly met Twilight's stare and begged, "Please, you promised. I need you."

Twilight hesitated, staring into the little filly's corrupted eyes. Despite the horror she faced, she simply couldn't bring herself to blast her like she did Pinkie Pie. The glowing energy from Scootaloo didn't help, as Twilight's starved body revolted at the idea of shutting off this new source of food. She stared hopelessly back at Scootaloo, mouth hanging open.

Scootaloo buried her head into Twilight's neck. "Twilight, please, I want you."

"Scootaloo..."

"I need you."

"...I'm sorry."

"Twilight, I-"

Scootaloo's suddenly cut out and for a brief moment, her entire body was completely and utterly still. The filly's entire body went lax shortly after, legs giving out from under her and placing her entire body weight against the shocked unicorn in front of her. Her forelegs limply hung around Twilight's neck as her head lay limply from her own.

"Scootaloo?" Twilight asked feebly.

The filly didn't respond.

"Scootaloo?"

Chapter Four: Assimilation

Want Me, Need Me, Love Me
Chapter Four: Assimilation

"Scootaloo?"

After what felt like an eternity, the little orange filly moved. It was only a slight brushing, her head moving from side to side against Twilight's neck, but it was a movement nonetheless. Twilight fell back on her haunches, happy that Scootaloo was at least moving. But there was still the matter of the energy flowing from Scootaloo. No, beaming from Scootaloo was a more appropriate phrase, as the energy had focused into a tight ray centered directly on Twilight. Beautiful and energizing, the sheer volume and focus of her devotion wiped away the last vestiges of Twilight's fatigue

"Scootaloo." Twilight whispered, raising a hoof to her head.

Scootaloo looked up, blinking against the light of the library. She smiled brightly, as though nothing had happened, and replied, "Thanks Twilight!"

Twilight mutely stared back at Scootaloo. Sadly, she brushed a strand of hair from the filly's brow and stared into her eyes. They had been completely consumed, her eyes morphed into flat pools of purple. Though she smiled, her face pulled into an expression of joy, her eyes remained flat and expressionless as she stared back at Twilight.

The little orange filly frowned, eyebrows furrowing in confusion. "What's wrong, Twilight?" she asked, concern dripping from her voice.

"I'm so sorry." Twilight muttered, staring into Scootaloo's warped eyes.

"Sorry?" Scootaloo cocked her head, "I don't know what you're talking about, Twilight." Scootaloo backed away, letting Twilight go, smiling widely with genuine joy. "I don't know what you did, but thank you, thank you so much."

”Eh?" Twilight's mouth hung open in confusion.

"I feel so so so much better now!" Scootaloo leapt into the air, fluttering for a moment before falling back onto her legs. "It's like... I don't know what it's like. First there was this thing, and it was trying to pull me away from you, and it felt so terrible. And all of a sudden, WHAM!" Scootaloo jumped forward and planted her hooves on Twilight's neck and grinned with gratitude. "It's like all my worries melted away and it feels so... great, awesome, radical!" Scootaloo laughed and hugged Twilight. "I haven't felt better in my entire life! I love you Twilight!"

Twilight remained stock still as Scootaloo embraced Twilight, staring up at her with flat, blank, yet brilliant eyes. Waves of pure joy radiated off of her, making it incredibly difficult for Twilight to think.

Okay, Scootaloo has been brainwashed, Twilight thought, and she's become my drone. No! She's more of my... thrall. No, she's not MY anything! Naming and possession aside, whatever I did is apparently some sort of way to soften up a changeling's target, like what the Queen did to my brother... only much stronger. But if the same principle applies then theoretically....

"Wait." Twilight whispered, pushing Scootaloo away.

The little filly smiled calmly and stepped back, waiting patiently.

"I can fix this." Twilight said, her eyes widening.

"Do I have to be tied down like this?"

Twilight glanced back from her machine, still levitating a bundle of wires in the air. "The braces make sure I take an accurate scan." Twilight explained, "There are galvanic sensors embedded in them that measure the conductivity of transdermal arcane phenom- you don't understand this, do you?"

Scootaloo shook her head, blank eyes giving her a blank stare.

"I thought so." Twilight mumbled and turned back to her modifications.

Scootaloo yawned and leaned back her head. The pegasus filly was standing against a metal pedestal erected in the center of the room. Braces tied her forehooves tightly to its metallic surface. A large helmet that resembled an overturned stirring bowl with flashing lights and electronic components attached to it was tied securely to her head. Bunches of multicolored wires of all colors ran out from the braces and the helmet, all haphazardly attached to the massive computer that Twilight was now modifying.

"Okay," Twilight mumbled, closing the side of the confusing machine, "this all might be purely theoretical, but if Dr Findhorn has even an ounce of truth in his book then I've just modified my arcane field sensor to detect the flow of empathetic energy." She walked to the front of the machine and ran a hoof over the complex instruments that stuck out from it. "I have a theory, a very desperate theory mind you, but if I'm correct, I might be able to fix everything. Are you ready Scooatloo?"

"Yes, ma'am!" Scootaloo cried happily, amending, "But I really feel all right."

"Sensors on!" Twilight shouted, slamming down a lever on the side of the machine. It whirred to life, magnetic tapes spinning wildly as lights flashed across its surface. An output slot on the front sputtered and began coughing out a long sheet of wavy lines of varying wavelengths and frequencies. Twilight bent over, studying each one intently.

Scootaloo craned her head to try and see the printout. "So what's that tell you?" she asked.

"I..." Twilight replied, scrutinizing a segment of the readout, "...have no clue whatsoever. Emotional Science is purely theoretical, nopony has done anything like this before. But maybe...." She spun around and stared at the tied-up filly. "Scooatloo, tell me about your friends, Applebloom and Sweetie Belle."

"Okay!" Scootaloo agreed brightly. "They're great friends, really. Sweetie Belle's a really awesome singer, you've got to hear her some time. Applebloom's amazing though: she has some of the best ideas for crusading for cutie marks, and she knows how to fix up all the stuff we break. We still haven't figured out our special talents yet-"

"This is interesting." Twilight muttered, staring at the printout.

"What's happening Twilight?"

"Nothing." Twilight turned around, staring at Scootaloo with concern. "Absolutely nothing, that's the thing." She turned back to the readings and peered at the lines that poured out of the machine. "Tell me about Rainbow Dash."

"What's there to say?" Scootaloo replied incredulously. "She's the greatest flier in all of Equestria. She's so awesome, radical, cool... there simply aren't enough words to describe her!"

Twilight levitated the fresh readings which looked an awful lot like the same readings she's been getting since the beginning. "Okay," she said, nodding, "now talk about... me."

"Twilight, you're amazing!" Scootaloo cried. "You're the most powerful unicorn I've ever seen. You took out an Ursa Major! Nopony has ever done that before. I mean, Rainbow Dash may be the most radical pony, but you're definitely the greatest pony in the history of Equestria!"

"I knew it!" Twilight shouted, dropping the printouts.

"I know, you're so amazing!"

"What? No, I mean this!" Twilight levitated a stack of paper over to Scooatloo. She pointed with her hoof at a point when one of the lines suddenly began to fluctuate wildly. "Look here; this is where you started thinking about me."

"I'm always thinking about you Twilight!" Scootaloo beamed.

"Listen to me." Twilight explained, "There are different frequencies of magic and unicorns can only actively use a certain set of those frequencies. Dr Findhorn believes that there is a series of frequencies that only a few creatures like alicorns and... changelings can sense that deals with raw pony emotions, specifically emotions felt towards other ponies. In other words, love!"

Twilight shut down the machine with a flick of her horn and pulled off Scootaloo's helmet. "There are other fields too: hatred, envy, friendship, and so on. He believes that these physical rays of energy pass through abstract "empathy gates," which regulate how you feel towards others. Purely theoretical of course, but if he's right I think I've figured out what's wrong with you!"

"But Twilight...."

"Your readings only responded when focused on me." Twilight ignored Scootaloo and began pacing. "I think what happened is that a highly advanced spell actually locked your empathy gates open and focused them on me and only me. Even though you may feel a certain way about some pony, you're not actually spreading your feelings for them. The pain you were experiencing was your mind trying to fight against the intruding spell. "

"So?" Scootaloo cocked her head.

"So, this is simply a matter of fixing your empathy gates!" Twilight grinned and began bouncing around the room cheerfully, like a little filly on Hearth's Warming Day. "All I have to do is figure out what frequency of magic is affecting your emotional states, use the machine to release a concentrated magical blast into your fundamental essence, and set your mind back to how it's supposed to be!"

"So...?" Scootaloo asked

Twilight bounced over to the little filly and grinned joyfully. "I'm saying, Scootaloo," Twilight explained, barely preventing herself from exploding with joy, "that I can fix this!"

"Great!" Scootaloo beamed, "Will that help my legs?"

Twilight stood their blinking, her triumphant smile still molded to her face. "Your legs?" she asked, still keeping her light tone.

"Well, I didn't want to bring it up," Scootaloo explained, shrugging bashfully, "but my forelegs have been feeling itchy for a while now."

"Itchy?" Twilight's smile faded slightly, nervous confusion descending on her brows even as her smile struggled to stay.

"Yeah, itchy." Scootaloo nodded. "Is that bad?"

Twilight looked down at the bindings holding Scootaloo's leg. "Well," Twilight answered, biting her lip anxiously, "I can't see how an emotional modification could cause your legs to be itchy. Unless..." Twilight continue hopefully, "...yeah, it's probably just the galvanic sensors. Here, let me take... them...."

Twilight trailed off as she removed the metal bindings from around Scootaloo's legs. For a moment, her mouth hung open disbelievingly. She fell back heavily and continued to stare at Scootaloo's haunches as she moaned, "Oh Celestia...."

Scootaloo glanced down at her forelegs with interest. Her eyes widened as she muttered in mild shock, "Woah."

Where her legs had been formerly obscured by the oversized metal braces, Scootaloo's coat was literally falling apart. Her flesh had been mostly stripped bare of hair save for a few raggedy patches. Flecks of orange fur still clung to the inside of the sensors, though looking closely the two ponies could see that individual strands were disintegrating piece by piece. Even more disturbing was that flesh underneath. Normally pale pink, it looked like it had festered and rot, turning deep black. Scootaloo gingerly raised a hoof and touched the black flesh on the other leg. It didn't hurt at all, only strange as she felt that her normally soft pony flesh was replaced by a layer of some hardened substance.

"Cool." Scootaloo mumbled, nodding slowly.

"I can fix this!" Twilight blurted out, spinning around. She began to pace, head low to the ground and eyes clenched shut. "Okay, it's definitely not what it is, I mean what I think it is. More likely it's just... an allergy to the sensors?" Twilight smiled hopefully and nodded. "Yes, that's definitely what it is. I mean..."

Twilight dashed behind Scootaloo and examined her hind legs, causing Scootaloo to jump in shock, "...it hasn't spread back here." Chuckling madly, she ran a hoof down the back of Scootaloo's leg. "Yes! That's it, it's still the same-old pony-"

Twilight squealed in terror as she lifted her hoof and watched tiny hairs she brushed off of her leg fly off. What was left behind was a balding patch of coat with a slightly darkened tint to the flesh beneath.

"Ohmygosh," Twilight gasped, "I'm so sorry!"

"It's okay Twilight," Scootaloo replied, glancing back at her leg curiously, "it doesn't hurt, it just feels... weird. Um, what's happening to me?"

She wasn't panicked, or shocked, or even disgusted when she said it, only curious. Still, Twilight didn't stop freaking out herself as she placed a hoof on Scootaloo's side and assured her, "It's all right Scootaloo, I can still fix this."

CRACK

Twilight withdrew her leg as the wing she was touching suddenly went limp, as though the bone connecting it to the filly's side had completely broken. Scootaloo winced but there was more confusion on her face than pain or horror. Twilight stepped back, staring at her hooves. "I can still fix this." she mumbled numbly.

"You haven't answered my question." Scootaloo asked cocking her head.

"It's not just an empathy gate problem," Twilight muttered, ignoring Scootaloo's request for information, "that should only affect relationships, funneling emotions, this is..." Twilight rubbed her chin thoughtfully before turning to Scotoaloo and asking, "...It doesn't hurt?"

Scootaloo shook her head. "No, it just feels... different." Scootaloo stepped forward, blank eyes radiating concern. "Twilight, are you all right? You feel... "

"What?" Twilight prompted.

"...I don't know, it's like you're... cold."

"Cold?" Twilight stared at Scootaloo fearfully as the little pegasus nodded. She continued to stare as the horrible realization dawned on her. "No... no no no!" she moaned, grabbing her head, "This isn't possible, there's no way..."

"Twilight? What's happening to me?" Scootaloo repeated.

"It has a second stage!" Twilight lamented, "It's the only logical answer. After the charm forced your full emotional attention onto me it sent out something else, something that's..." Twilight swallowed heavily. "...It's changing you on a fundamental level. You're..."

Twilight sighed and fell against the back wall of the basement. Scootaloo immediately leapt forward, raising a hoof to try and help her out. The unicorn stared at the pegasus' purple eyes, so terribly familiar that she had denied their true meaning. Twilight closed her eyes and placed a hoof on Scootaloo's neck, feeling as the hairs there came loose.

"...You're turning into a changeling." Twilight finished sadly.

"What?" Scootaloo asked after a brief, disbelieving, pause.

"And it's not even a traditional magical transformation," Twilight explained, still staring into Scootaloo's blank eyes, "that can be undone. A magical transformation is much quicker, usually accompanied by a magical discharge. This is far more... brutal." Twilight rubbed her eyes. "How can I explain this? What's happening to you is that... the spell has gotten into your essence through the empathy gates it infected. There it's changing you on a level far beyond what any traditional magic can reach. It's a fundamental reconstruction of who you are..." Twilight groaned in despair, "...and at this point there's nothing I can do to stop it."

Scootaloo stared at Twilight, her mouth hanging open. Slowly, she backed away from Twilight, even as the flow of devotion continued unabated. After a few moments, she asked, "So why am I turning into a changeling?"

Twilight sighed and looked at the ground. "I'm sorry Scootaloo, it's all my fault." Twilight let herself relax, letting magical purple flames consume her coat and mane. When it was done, she stared down at her black legs, at the holes worked into them, at the chitin that covered her. A strand of her damaged mane hung down in her vision. Through her fanged mouth she muttered again, "It's all my fault."

Scootaloo was completely silent for several tense moments. Finally the future changeling replied as Twilight continued to stare at her hooves.

"I really like your mane."

"What?" Twilight's head shot up, the changeling utterly shocked by Scootaloo's non-sequitor. What she saw was a grinning orange filly with a purple mane, black marks growing on her legs and one wing barely holding on to her side as the other was molting profusely. And through it all Scootaloo was beaming a wide toothy smile with two tiny fangs that were starting to emerge. She wasn't scared or sad or angry at all; she was jubilant.

"I mean," Scootaloo said, stepping forward, "you look amazing!" She ran around Twilight, examining each of her horrifying features and pelting her with a blizzard of questions. "Are those fangs real? Wow, look at those wings? How can you stand with those holes in your legs? Do you really feed on love?"

"Scootaloo!" Twilight cried out. "Don't you get it? I'm the one responsible for turning you into a changeling!"

"I know!" Scootaloo cried. "Don't you remember what I said earlier? I haven't felt better in my entire life! I meant it, you know? And it's not like you're that evil queen that attacked Canterlot, you're Twilight Sparkle! And it's not like I'm some mindless drone, I'm still me."

"But... but...?" Twilight stammered.

"I mean sure," Scootaloo looked down at her legs, "I feel kinda weird now, but that'll pass, right?" She rose on her back legs and clapped her hooves together, oblivious as flecks of black fell off of her legs as parts of them began to disintegrate. "Being a changeling is going to be so awesome! I'm going to be able to fly whenever I want. I can be whoever I want to be. Ooh, maybe I can be Rainbow Dash!"

Scootaloo scrunched up her eyes and focused. After a few seconds of concentration, she sighed, rubbing her forehead. "I guess I can't do that yet." When she withdrew her hoof, strands of purple hair peeled away, causing her hairline to recede imperceptibly.

"But I... and you..." Twilight continued to stammer, falling back on her flanks, "...that's... that's just because of the spell. That's the only reason you're excited about being a changeling."

"So?" Scootaloo shrugged. "If it's because of the spell I'm so happy then thank you Twilight!" Scootaloo stepped forward again, rubbing her head against Twilight's neck. "I don't want you to be unhappy because of what you did to me because I'm sure not. Besides," she looked up into Twilight's eyes, "you're able to go on with your life without anypony knowing, so can't I as well? I don't have to tell Applebloom and Sweetie Belle that I'm a changeling now, do I?"

"...No." Twilight replied nervously.

"Yeah! So all I'm giving up is being a pony for real," she rubbed her head against Twilight's neck again, "but now I'm going to be a changeling for real! I can be whoever I want to be, and it's all thanks to you. I love you so much Twilight."

Twilight stared down at the filly's purple mane before leaning back and sighing. "Scootaloo... you don't understand. You're going to have to lie to your friends and family about not being a changeling. If anypony found out... well, my friends already know I'm a changeling and they're going to find out I'm responsible if you reveal yourself."

"Then I won't," Scootaloo answered calmly, "I don't want anything to happen to you."

"But can you live with yourself knowing that you're lying to everypony around you? That you'll never be the filly you were before? That you have to feed on the love of your friends in order to survive?"

"Yes." Scootaloo answered quickly and without regret.

Twilight sighed and looked away. "That's because... I..." Twilight trailed off and stared at the ceiling. Outside the library rain and wind continued to slam into the tree, though its fury was muffled by the rooms above. All she could hear was the soft roar of the storm. All she could see was the darkness of the basement ceiling. All she could feel was the divinely delicious warmth coming off of her new changeling.

"...I don't know what to do." Twilight whispered.

Scootaloo snored.

Twilight glanced down; the little filly had fallen asleep while leaning against her and was now snoring softly into her hard neck. Twilight couldn't help but smile as a very familiar instinct began to rise in her. Softly, she levitated Scootaloo into the air and placed her on her back. Gently she ascended the stairs, taking the tiny form all the way to the bedroom.

Once there, she softly laid the tiny orange form onto her bed. Instinctively, Scootaloo rolled over and grabbed the pillow next to her, snoring peacefully. Twilight's smile faded as she surveyed the changes that had further afflicted Scootaloo.

Her legs were now completely bare of hair and the flesh underneath continued to harden into black chitin. Flakes of it had fallen off, leaving several prominent indents in her legs above her hooves. Her wings, already undersized, had shrunken as feathers had fallen off and begun to disintegrate. The wing that had broken was on the verge of completely falling off and underneath Twilight could barely make out the tip of a growing flat, transparent membrane. Quietly, she brushed a bit of mane from Scootaloo's eyes and inadvertently peeled it off, a clump of mane falling away and revealing a hardened black shell underneath. A little nub was also pushing out of her forehead, a proto-horn that was yet to push through the skin. While her body changed rapidly and drastically, Scootaloo continued to sleep peacefully on Twilight's bed.

The new changeling queen smiled morosely and quietly tucked Scootaloo into the covers in a very motherly way. Inside her, the deceptive instinct was completely silent, smothered by the warmth that sill trickled from Scootaloo's sleeping body. Outside, the world continued to be drowned in the storm.

And Scootaloo slept like a baby.

Twilight awoke after her first completely dreamless sleep since she became a changeling.

Her head rose, surveying her surroundings as she blinked traces of sleep from her eyes. She was lying in her own familiar bed in her own familiar bedroom. Through a window she could see water trickling down, the final traces of last night's storm. Morning light arced through as well, casting patterns on the wooden floor. Not to mention it was pleasantly... warm.

A weight stirred against her side, causing Twilight to glance down at the source. Her breath caught in her mouth as she saw a familiar shape huddled against her undisguised black-shelled form. The shape opened its eyes and smiled up at her.

"I love you, Twilight." Scootaloo said dreamily.

Any trace of what Scootaloo was before had been completely eradicated and replaced with a changeling drone almost identical to the ones Twilight fought not long ago. Though she had a purple color scheme that matched her eyes and she was significantly smaller than the drones she had seen before, she was as black, fanged, and monstrous as any changeling. Her mane had fallen out, her wings had been replaced by miniature versions of the ones that adorned Twilight's sides, and a smooth curved horn poked through the top of her head. And so much warmth was pouring off of her Twilight had to remind herself of these horrors as to not think how delicious she was.

Still, some changeling instinct tugged at her mind, though not any deceptive urges. It was strange, but Twilight felt that the little creature cuddled next to her with thin wings and tiny fangs was oddly adorable, like what she would think of a foal. She couldn't help herself as her mouth stretched into a wide, genuinely warm smile.

"I love you too, Scootaloo." Twilight replied.

Scootaloo closed her eyes and rubbed her bald head against Twilight's neck lovingly. Twilight sighed as Scootaloo's love surrounded her. "Twilight," Scootaloo mumbled, "can't I just stay with you here, forever?"

Twilight's eyes snapped open. Quickly she shuffled off of the bed, allowing Scootaloo to fall flat on the bed. "I'm sorry Scootaloo," Twilight replied quickly, "but there's no way you can. I mean, I have Spike and my friends over every single day; they're going to start wondering why you're over here so much. Than they'd start asking questions-"

"Okay Twilight," Scootaloo said calmly, "I understand. So you just want me go around as I normally have?"

"Yes, that would be for the best." Twilight nodded at the changeling lying on her bed.

"Okay!" Scootaloo chirped and sat up. As she did she glanced down, noticing her newly marked legs. She examined them briefly before lookup up at Twilight and asking, "So... how do I disguise myself?"

"Right," Twilight explained, advancing on Scootaloo, "so, basically it's mostly an instinctive process but it does require concentration. It's not enough to want to transform into someone else. You have to... I guess the right word is feel every aspect of the pony you're transforming into. All of their little mannerisms: their voice, their mannerisms, the way they hold themselves. You have to feel yourself slipping into..."

"Twilight?" Scootaloo respectfully prodded as Twilight drifted off, staring into empty space.

"...into their skin." Twilight finished, slightly quieter. She shook her head and continued, "Basically, try concentrating on every aspect of the targ-pony," she quickly corrected, "and not just appearance. Go ahead."

Scootaloo nodded and closed her eyes. They crunched up in concentration as she grit her teeth and grunted. Her entire face balled up in an expression of pure concentration. A few long, awkward seconds later, a wave of purple emerged from Scootaloo's tiny horn and swept over her body.

"Ah...." Twilight stared at Scootaloo's transformation.

Scootaloo had become a very sloppy copy of Rainbow Dash. She was no larger than she had ever been, a little filly pretending to be her idol. Her wings were disproportionately large and ungainly. Her mane and tail were also disproportionately large, though their colors were just as vivid as the original's. Her eyes were incredibly wide and innocent, as she looked down at herself excitedly.

"How'd I do, Twilight?" Scootaloo asked.

"Well... you should only be imitating yourself." Twilight sighed, marching over to Scootaloo. "Please, try transforming into how you were earlier, before you became a changeling."

Scootaloo nodded and resumed concentrating. Moments later she had transformed into a perfect copy of herself without incident. She smiled up at Twilight, expectant and proud.

"That's excellent, Scootaloo!" Twilight praised the little changeling, eliciting a little yelp of happiness. She circled Scootaloo, examining every square inch of her disguise. "You have imitated yourself flawlessly."

"Thanks Twilight!" she exclaimed, chest swelling with pride.

"Now, we just need to get you home before..." Twilight glanced out the window. Her smile faded rapidly as she witnessed three shapes rapidly approaching the library. "...too late."

"What is it?"

"Your friends must have discovered that you came here for safety last night," Twilight mumbled, "and they've brought Rainbow Dash. Well, I didn't want to test your ability to deceive other ponies so soon but-"

Twilight glanced down to see Scootaloo rubbing her head affectionately against her foreleg. "Don't worry Twilight," the changeling said, "everything will be all right."

Twilight smiled nervously. "Shouldn't I be the one saying that to you?"

A wild hammering at the library door caused Twilight's head to snap back and face it. Instinctively she transformed back into her unicorn form as she walked briskly towards the door, Scootaloo following behind. "Now we see." Twilight mumbled.

The door opened in an aura of purple magic. Standing just outside the doorway were three ponies, two familiar little fillies and a larger rainbow-maned pegasus. The pegasus remained behind the two curious fillies, barely containing the anxiety that filled her. As the door opened she dashed into the room, almost crashing into Twilight.

"Twilight, Applebloom and Sweetie Belle told me they heard from Snips and Snails who heard from Star Hunter that Scootaloo stayed the night here!" Rainbow Dash gasped, taking hold of Twilight's shoulders, "Did you...?"

Scootaloo rushed out from behind Twilight, causing Rainbow Dash to blink in confusion. "Hi Applebloom!" Scootaloo greeted her friends cheerfully, "Hi Sweetie Belle!"

"Hi Scootaloo!" The two fillies replied, beaming in return.

Rainbow Dash and Twilight stared at the Cutie Mark Crusaders, blinking silently.

"So how was staying over at Twilight's?" Applebloom asked.

"It was fine," Scootaloo shrugged, "but do you know what I really want to do?"

"Crusading for cutie marks?" Sweetie Belle asked.

"Crusading for-" Scootaloo said, only to stop and glare, "Hey!"

"What else do we do?" Sweeite Belle shrugged.

"Good point." Sccotaloo replied. "So what's the plan for today?"

"I don't know," Applebloom shrugged, "all I can think of is getting something to eat."

"Me too," Scootaloo sighed, rubbing her stomach, "I haven't gotten breakfast yet."

"Me three...." Sweetie Belle chimed in.

A moment later, all three ponies gasped and turned to look at each other. "Are y'all thinking what I'm thinking?"

"You bet!" Scootaloo and Sweetie Belle replied.

"CUTIE MARK CRUSADER BREAKFAST CHEFS, YAY!"

The three fillies bellowed their war cry and dashed away, sending a cloud of smoke into the air. Twilight and Rainbow Dash stared at the empty doorway, blinking in mutual shock, though one pony's shock was more genuine than the other's.

"She..." Rainbow Dash stuttered, "...she looks... um... all right."

"I was able to control myself." Twilight said breathlessly, lying effortlessly, "I mean, it wasn't easy, but... everything worked out in the end."

"Oh." Rainbow nodded, her wings slowly fluttering down to a rest after jumping to attention earlier. She glanced away as a nervous blush crossed her face. "Good. It's just... when I heard Scootaloo was here all night, I... I shouldn't have assumed...."

"It's all right, Rainbow," Twilight chuckled, "but... could you please let me go?"

"What? Oh!" Rainbow backed away, letting go of Twilight's shoulders. "Right. Um..." she awkwardly placed a hoof behind her neck. "...so... you're feeling better?"

"Honestly," Twilight smiled, "I haven't felt better in my entire life."

"AAAGGHH!"

She bolted upright, clutching her covers in fear as she stared at the ceiling. Eventually the world fell in around her as her head snapped around, confirming her location. In the dark, she could see the familiar outline of her room, feel the familiar outline of her bed beneath her, and hear the familiar outline of the creature snoring away in its bed next to hers.

When her heart finally stopped racing, she gave one final gasp and buried her forehooves in her head. She slowly breathed in and out, rubbing her hooves through the straight hair that hung down from her head. Eventually she groaned and rolled out of bed, falling heavily on her hooves. She wobbled on three legs momentarily as she raised a hoof up to rub the annoying particles of sleep from her eyes. In her sleep-deprived state, she staggered towards the nearby mirror.

She stared at herself, mouth hanging open tiredly. She blinked and examined her drawn face, her long, straight hair, her dark complexion, her purple eyes. She gulped as a thousand thoughts ran through her head. Memories of her nightmare resurfaced, pushing against her mind and clouding her vision. She frowned as her mouth opened even wider and...

"I... love...."

In a flash she shook her head and cleared out the tinge of purple energy from her blue eyes. Her hair popped back into its typical pink, curly state. Her complexion brightened as a giddy, yet somewhat confused, smile was plastered across her face. She glanced around the dark room and pondered why she had gotten up so early, memories of her nightmare fleeing quickly from her short attention span.

Eventually the pony shrugged and bounced over to the door of her bedroom. "Oh well, while I'm up, I'd better do some baking. Ooh! Cupcakes sound delicious right now!"

For the briefest of moments, a tingle of energy tugged at her eyes as she trotted happily down the stairs. A tiny voice clung to the edge of her mind, beyond the reach of her consciousness, and whispered inaudibly, I need you, Twilight.

TO BE CONTINUED