A Pierced Heart

by Westphalian_Musketeer

Rating: mature
Tags: Sweetie Belle, Sad, Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Rarity, Romance, Changelings, Sex
Length: 34824

Rarity finds herself falling for Pokey Pierce. Unforeseen events follow

Rarity is wrapping up the celebration of Sweetie Belle's Cuteciñeara when among the guests she meets Pokey Pierce. Pokey is a lithe unicorn with a charm and appeal Rarity cannot help but be allured and enticed by. But what will she find out about the sharp horned gentlecolt as she endeavours to learn more about him?

Rated mature for scenes of graphic sex, and light gore occurring in scenes separate from the sex scenes.

Published 2012-10-08 12:50:01 UTC
Last updated 2012-12-04 21:19:08 UTC

Chapter 1: Celebration (Rewritten)

Chapter 1: Celebration

Rarity released a sigh of contentment. Her dear sister Sweetie Belle's Cuteciñeara had gone off without a single hitch. Pinkie Pie had catered the occasion with a full range of food and treats to pleasure the senses of taste and smell. The pink mare had also handled decorations and invitations. Fluttershy had orchestrated a song bird choir that filled the air with melodious tones throughout the entire celebration. Then there was the filly of the hour herself. She had been the last of the Cutie Mark Crusaders to receive her Cutie Mark, and no expense had been spared in celebrating the joyous occasion.

The white filly had walked into the party from the upper level of the boutique with a gown of Rarity's own design, and she was proud of both cloth and wearer. The dress had been a soft blue, with purple lilac coloured trim that complimented the filly's mane. Showing through the short cut gown was a cutie mark of musical staffs, with several hearts in place of where musical notes would be placed. Sweetie Belle had received the mark after she had sang at the celebration of Rainbow Dash's third consecutive victory at the Best Young Flyers Competition.

Rarity thought of how supportive her sister's friends had been after they had acquired their cutie marks. Scootaloo's mark was a set of two rings, one engorged in flames, that she had earned after an ill-thought stunt that she had performed flawlessly the first time around. Flying through a series of loops with a fast burning cloth tied to her rear hooves. The ensuing trail of light that had been produced from the conflagrated flight path had ushered the immediate investigation by Applejack. who had been torn over congratulating the achievement and admonishing Scootaloo for such reckless abandonment of self-safety.

Applebloom followed shortly thereafter, acquiring her Cutie mark, a young sapling, after having planted fifty apple seeds, all of which sprouted into young saplings, a month later. Sweetie Belle had worried she and her friends would drift apart, but the three stuck together until Sweetie Belle had acquired her own Cutie Mark.

All of Rarity and Sweetie Belle's friends, and most of the town besides, had attended the event. But the party had winded down, and with Sweetie Belle retired to her room. Rarity was left with her friends and a few guests to clean up the remnants of decorum. Pinkie Pie Parties were a messy occasion, but one that by the end, were universally acclaimed as 'totally worth it'. Rarity's thoughts were interrupted when a loud pop sounded behind her. "AH!" the alabaster unicorn cried and flinched from the auditory intrusion.

"Oh dear! I'm sorry, I didn't mean to surprise you!" the owner of the voice called as he stepped into Rarity's view. Before her was a tall blue unicorn Stallion. Adorning his flank was the image of a safety pin. Around his neck was a neatly tied green bow. His mane was a silvery grey, and his eyes were a striking green that put Applejack's own emerald orbs to shame.

Finding herself staring, Rarity shook her head and began her own apology, "Oh no, good sir, the fault was entirely mine, I was letting my mind wander."

"No, I should have realized that popping the balloons was a bad idea." The azure stallion replied, a concerned smile spreading across his face.

"Balloons?" Rarity asked, before noticing the rubbery remnants of Pinkie's favourite party paraphernalia, tied with streamers, confetti, noise-makers, and all other assortment of items which were even tangentially related to merry-making. "Oh, of course, well, it would be rather hard to put balloons in the garbage when they're still filled with helium," Rarity chuckled. That bowtie the he’s wearing is quite complimentary to his coat. "Ah, but where are my manners? I am Rarity, fashion designer and owner of Carousel Boutique."

"You're Sweetie Belle's sister? It's a pleasure to meet you, I'm Pokey Pierce. Odd name I know but..." Pokey at this point gestured at his horn with a fore hoof. "My horn has always been rather sharp." It was true, most unicorn horns were dull at the end, Pokey's extended to a well honed point.

"Oh no, its quite a lovely name, and I can't help but say that your choice in tie colour is impeccable!" Rarity exclaimed.

"Uhhh..." Pokey said.

Oh no! Rarity thought. I didn't mean to be so forward! But he is rather handsome.

"Thanks! Its good to get some approval from Ponyville's best designer. That is, if you don't mind my saying so." The blue colt stared down at the ground and scuffed it with a hoof.

Oh the poor dear, he's just in the same position as me! The thought went through Rarity's mind, quickly thinking of how to rectify the potentially social shaming the stallion just exposed himself to, she spoke, "Thank you for the compliment, now, maybe you can help me clean up the balloons?"

"Certainly!" Pokey nodded, and the two unicorns set to the task of cleaning some more. Rarity spoke of her shop and her sister and friends. Pokey nodded, offering tidbits of his own life, he built and repaired precision parts for various appliances. he explained that he got his Cutie Mark after managing to fix a spring loaded pea-shooter with a needle to work out a jamb in the small device.

"My dad was so ticked off when I started shooting peas at him. Then he saw my Cutie Mark, and he yelled 'well this is just great, my son's special talent is turning my mane grey!'" At this Rarity gave a full laugh.

The two of them were hitting it off marvellously, and she didn't mind that some of her friends were there to see it. Attentive listener, yet able to always offer some relevant insight. "Ah... hehe, Pokey, that is a wonderful story, tell me, do your parent's live in Ponyville?" Rarity asked.

"Oh, uhm, no. They live way over in Coltarado, they always loved the mountains and the snow," Pokey replied.

“I'm sure they would be happy that you've made such a nice living in Ponyville."

"Yes, I'm sure they are," the blue unicorn said.

Before the unicorn’s conversation could continue however Applejack and Pinkie Pie cried out in unison, "All cleaned up!"

It was true, the two unicorns noted, they had been talking for what seemed, and actually was, hours. Hours over which every conceivable place had been cleared of debris, scrubbed of grime, and all the normal allotments of the boutique had been put back in place.

"Oh, thank you girls, for everything, Sweetie Belle's Cuteciñeara could never have been so grand if not for all of you." Rarity turned to Pokey, the only other guest who had remained for the rest of the clean up. "And thank you Pokey for helping with the clean up."

Applejack whispered to Pinkie Pie in a far corner of the boutique. "That girl has been eyein' the colt like that fer the last few hours, I never seen her like that except when she had a new fashion idea."

Twilight had been standing close to Applejack and Pinkie, and felt the need to add her own point. "True, she's seems quite, er, fetched by him, its like me when I got a copy of Starswirl the Bearded's autobiography. All the same its good to see that she's finding someone that she can relate to besides us."

At this point Twilight called out to the rest of the group, "All right girls." Twilight yawned at this point. "Hehe, as I was saying, it’s getting late. We should all turn in for the night."

"Oh thank you Twilight dear. You all have a safe trip home, and thank you again for all your help!" Rarity declared as her friends marched out the door of the boutique into the soft glow of street lamps outside.

Pokey Pierce was walking to the door when, about to go outside himself, he turned around and spoke, "Rarity?"

"Yes Pokey?"

"I really enjoyed spending time with you tonight, and I was wondering if you might... like to spend some time together later?"

Despite herself, a grin spread on Rarity's muzzle as she answered, "Oh that sounds lovely! What time were you thinking?"

"How does tomorrow at seven sound?" the tall unicorn offered.

"Perfect, I'll be ready for you then!" Rarity exclaimed. Pokey nodded and walked out the door, shutting it behind him in a blue aura. Rarity took a deep breath and sighed. "Such a gentlecolt, I can't help but feel happy around him when I hear his voice." At this Rarity looked up to the sky through a window and thought. Is this what... it, feels like? Mother always said I'd know when but still; I'd always thought I would fall for some prince. No, that's a silly filly-aged dream, but he is wonderful.

Little did Rarity know that Pokey had thought of a similar vein going through his head, though his mother had never been encouraging of the feeling, no one in his life ever had. He knew that the emotions he sensed from Rarity were indeed the very first inklings of love. It had given him a vigour stepping out into the moonlight to his house in the middle of Ponyville. What concerned Pokey though was that he had never had any previous interaction with the ivory mare, the love he had sensed was not stolen, but given, and years of avoiding the dangers of such a thing caused Pokey's gut to contort in fear.

Chapter 2: Beginning at an End

Chapter 2: Beginning at an End

Pokey lay in his bed, tossing and turning about. What’s my nightmare going to be like this time? he thought. His eyes fluttered shut and he winced as disgusting and macabre images floated through. I shouldn’t have talked to her. I had to lie about my parents. What if she finds out it was lie? What was I going to say? ‘Oh, I don’t know who my father was. Oh no, he didn’t run away, my mother just services every single male in the hive!’

Pokey’s eyes snapped open. “No,” he said, “I have to make sure she hasn’t been hurt from my feeding.” He shut his eyes again. “That bitch can give me all the nightmares she wants. I’m not going to hurt Rarity.”

His eyes once more closed as he slipped into a fitful sleep.

*****

Pierce was being guided along by a changeling drone in a high ceilinged room. Hanging from the roof were hundreds of green, stuffed cocoons. He had heard stories of the feeding chamber, but had yet to see it, changeling maggots did not have the need for love, all the energy they needed was passed down from the queen to them before laying.

Pierce had pupated just three day's prior and had become accustomed to his new form. His compound eyes diffracted light to a fluorescent, yet simultaneously sickly green colour. His chitinous hooves struck the hard floor beneath them, small holes permeated each of the appendages, creating a frame like grid that offered strength while also lending to decreased weight. His wings could carry him several feet off the ground. He had an eye for detail, he had observed the other changelings when most other grubs were busy trying to gnaw their way through solid rock. As such Pierce was ready for his metamorphosis rather quickly, but the energy he expended with early flight and basic magic warranted that he be fed much earlier. That was the purpose of his being here, to have his first thrill of actively absorbing the emotional essence of a pony.

The drone who was leading him, Snaggle, stopped before a particularly low hanging cocoon. Inside was a little unicorn colt who couldn't have been more that five years old. Snaggle pressed his jagged horn to the turgid sac and drew it across, opening it up and spilling the colt onto the floor unceremoniously.

The adult drone turned to the younger and opened his mouth. A wheezing constantly played in the back of his voice, "Now you learn how to force love out of prey, you need to keep your magic focused, and pierce their mind, examine its contents, and find where its love is, then, just imagine pulling it out."

Pierce stepped to the figure timidly, the colt was no bigger than he, but his alien features made him frightening to the grub. Lowering his horn to the colt's head, Pierce gathered his thoughts and magic, and delved into the blue unicorn's mind. It was like being submerged in liquid, or taking flight. There were three dimensions at one's disposal, and all was filled with thought. Pierce followed a sweet scent as images of two large ponies snapped in front of him. Not sure how he knew, Pierce figured one of them to be female, and the other male. The yellow mare unicorn had a distended belly that she was eyeing lovingly. The purple male earth pony was whispering to the stomach. Soon thereafter Pierce saw another image, this time the blue unicorn was nuzzled against its mother and the sweet scent of love was ambient and Pierce attempted to draw it into himself.

At this point the blue colt's eyes opened as two thin crimson trails flowed from his nostrils onto the cracked dirt beneath him. "MOMMY!" He screamed. Startling Pierce, and causing the connection to sever. The blue colt lifted himself and ran to a corner, eyes wide in fright.

"What are you doing? Keep feeding!" Snaggle expressed his discontent as he scratched at the ground. At this Pierce lowered his horn and began channelling magic once more.

As the blue unicorn felt the invasive presence once more, he entered into hysterics. "MOMMY! DADDY! I don't want to go away! PLEASE DON'T LEAVE ME! SAVE ME!" At this Pierce stopped channelling again, noting a series of new scratches had formed on the foal's flank, oozing blood.

Pierce glanced at the colt, and before Snaggle could interrupt asked, "Who are you?"

The unicorn foal turned to Pierce and shut his eyes tight. "Pokey," the colt then began whispering. "This isn't real, changelings are just a story, thiscan'tbereal!"

"ENOUGH!" Snaggle yelled. "Pierce, finish feeding now!" At this Pierce took a step back and shook his head.

"No," was all Pierce could say. There was so much more, but there were no words he could summon. He couldn't think how to express that after just a flickering glimpse into the unicorn's mind, that using what made him himself was somehow, and this was the word that he did not know, wrong.
"You will feed, or I will force you."

Snaggle stepped to the young unicorn and lifted his perforated fore hooves. Before either Pierce or Pokey could realize what was happening the hooves crashed down on the foals head, letting out a sickening crack. Pierce could then feel seeping from the body, some last traces of love, and he stepped back, repulsed at feeding on it. Snaggle grasped the emotion in his magic and forced it into a cloud surrounded Pierce. Images of the colt's life flowed through him and permeated his being, the last image he experienced was an outside view of himself, his own eyes a reflection of terror, and then darkness.

*****

Pokey Pierce bolted up from his bed and galloped to the washroom and began retching into the toilet. Nothing came out, how could it? He hadn't eaten at the party a single thing, but all the same he felt gorged on the kindness Rarity had shown him. Pokey Pierce looked at himself in the mirror, he had grown so much since then. He had run from the hive just two days after the events of his nightmare. Over time he discovered all the methods of changeling survival on his own, but he had promised himself that he would never be the death of another pony. Over time he could subtly steal ambient love from those around him by mere presence. In Ponyville there was enough to sustain him, and he was always careful to only draw a small amount from any individual, always stopping if a nosebleed began.

Pokey lowered his head and a green flame enveloped him, donning his disguise, he wanted very much to wish it was his true form, but that couldn't be. He turned his head to look back into his bedroom and noted that it was already morning. He stepped downstairs and set up his shop for the day. His thoughts constantly turned to the young colt whose guise he had taken, and Rarity.

I took more love from her than I had taken from others several times over, but she was still healthy when I left. I didn't even need to go for it. It just, came to me. I’ll check on her with the date, make sure she’s okay, and then? Maybe I can love without destroying.

Chapter 3: Ties that Bind

Chapter 3: Ties that Bind

Pokey Pierce was standing in front of Carousel Boutique, the time according to the town square clock reading a time much too close to Pokey's dread.

6:53.

A million thoughts ran through Pokey's mind. I have to make sure she wasn't hurt from my feeding. But she looked so healthy last night, what if this visit does harm her? Maybe I should just leave. No, she'll just be worried and think I don't like her. Why am I so adamant on seeing her again? Is it some instinct that's driving me? What if I start force feeding on her love? Oh goddess I don't know what to do. The faux unicorn gulped. I’ve got to do this, you’ve been able to control yourself for years. You’re not going to just kill her like that against your will. Just see if she is okay on a date, take her back home, and then... Maybe it was too early to decide on that.

6:57.

Pokey took a tentative step towards the boutique door, and mustering himself he took out a bow tie from his saddle bags. He decided to go with a white tie this time, it went well with his coat colour and the shade had taken on many more pleasing thoughts as he had looked at it earlier that afternoon.

6:58.

Pokey walked up to the door and lifted a hoof and rapped on it three times. "Coming!" sounded a filly's voice from the interior. The door opened revealing Sweetie Belle, who looked up at Pierce as she stepped aside to allow entry. "You must be Pokey Pierce, my sister Rarity is just getting ready," She spoke plainly and concluded, "Please come in." Pokey cast one last look at the town clock before entering.

7:00

Punctual as always. Well, here goes my first... date? I’ve checked up on those I fed on in the past, but always from a distance. Pokey took a seat next to the upward leading stairs as Sweetie Belle sat right beside him. "So... you and Rarity?" the young mare asked.

"It may be a little early... but I hope so," Pokey replied nervously. He shuffled slightly away from Sweetie Belle.

"It's good, for my sister I mean," the pastel-maned filly said. "Rarity is always so focused on her work or me, I'm glad she's taking some time for herself. You'll give as good as you get, right? Promise?"

If Pokey had been on edge at this point, he was now quite solidly dangling from it. "All I can say is that your sister is a wonderful mare, and I would hate to see any harm come to her." Then why am I doing this? If this all goes wrong, she'll be all the worse for it.

Sweetie Belle smiled as hoof steps sounded from the stairs. "Good luck." The white filly left her seat as her sister rounded the corner and said "Pokey's here Sis, I'm going upstairs to study Gryphonic history for school."

"Thank you, Sweetie Belle," Rarity cooed and glanced over to Pokey Pierce. "So glad to see you again, where are we headed?"

"I was thinking a restaurant, then a walk through the park?" The blue unicorn offered.

"It sounds divine," Rarity said as she stepped to the door and waited for Pokey. The two set off into the late evening sun.

Okay, now, she looks healthy, no signs of feeding, no open lesions, sores, she doesn't even look pale. I just have to make sure. "So, Rarity, how have you been feeling today?"

"Oh I feel marvellous. It was really quite surprising. After Sweetie Belle's Cuteciñeara, I thought I would be drained. But I just had the best night's sleep I could imagine," the ivory mare responded.

No nightmares either, wish I could say the same. "That's good to hear Rarity. So about the restaurant, I was thinking that 'The Hayfield' would be nice."

"That's my favourite restaurant in Ponyville! How did you know?" the mare asked.

I didn't, Pierce thought to himself. Is some passive changeling magic making Rarity agree to everything? "Why is that Rarity?"

"Well the rice dishes are simply to die for, and the corn is always so succulent. The house wine is always good too," The fashionista replied rather quickly.

The answer was quick and perceptive, exactly the thing changeling magic did not elicit. All the same, Pokey had to be absolutely certain. He was just not sure how. I could make some outrageous suggestion that any free-willed pony would object to, but then if I was wrong, I’ll have botched botched my chance with her. He decided to put that matter on hold as the two stepped into 'The Hayfield' restaurant.

The interior walls of the establishment were painted to emulate flowing prairies of wild grass, a breeze billowing the gold strands like so many small, delicate hairs. A verdant blue horizon dominated the upper half of the walls as shaded lamps hung from the ceiling, casting a soft glow upon the tables. The tables were of two types, open and booth. The open tables were arranged in the middle of the spacious interior with sturdy, oaken and upholstered chairs surrounding them. The booths had a maroon silk covered backing and were affixed to the walls.

Standing at a podium near the door was a tan pegasus mare with a teal mane who smiled at the couple as they entered. "Welcome to 'The Hayfield', how may I be of service?"

"Booth for two please." Pokey replied. He always preferred the somewhat increased privacy afforded by a booth.

"Right this way then." The mare guided Pokey and Rarity to a booth where they were seated, and each were handed a menu and the two began perusing the culinary offerings.

Alright, gotta make sure that I'm not influencing Rarity. But what would she disagree with? Pokey opened his mouth to speak. "So, for pants do you prefer using denim or cotton?"

"Hm? Oh, I suppose I like cotton. What about you?"

"I always prefered denim if and when I wear pants," the blue stallion probed.

"Well, we'll just have to disagree on the matter, I for one find cotton much more comfortable." Rarity continued to scan the menu as a waiter walked to the booth. The waiter was a grey unicorn with a tuxedo and a moustache.

"Will you be having anything to drink tonight?" The waiter inquired.

"Oh, I'll just have water thank you." Rarity responded.

"Iced tea please," Pokey responded. Okay, so she disagreed with me on something, I'm definitely not harming her in any way. With this thought to azure stallion visibly relaxed, drawing Rarity's eyes.

"Something the matter Pokey?"

"Oh no, not at all its just, I was worried this night was going to go horribly wrong somehow," Pokey answered, setting his menu down as Rarity did.

Rarity giggled, "I don't see how this night could go wrong, you've been doing so well."

Pokey was now taking in the ambient love surrounding Rarity, it was nowhere near as strong as the love between full-fledged couples. But the difference was a matter of quantity, not quality.

"Thanks," Was all Pokey could say as the waiter returned with their drinks.

"Have you decided on what to order?" The waiter asked.

"Yes," Began Rarity. "I'll have the spicy corn and green bean jambalaya with the royal crunch bread for a side please."

"And I'll have the day's pasta special thank you," Pokey continued. The changeling didn't need food of the conventional sort to survive, but it was still pleasurable to indulge from time to time. Pokey went to the market like everypony else to maintain appearances, but he seldom bought much, not having to pay for food as a necessity had made Pokey's payment of his house much easier. Something for which his bankers had been quite thankful.

Minutes later the meal arrived and the two ate in silence until Rarity looked up at Pierce.

"Yes?" the blue unicorn queried.

Rarity giggled. "A white tie with pasta? You are the brave stallion, and from this distance, quite the reserved diner I would add." Pokey glanced downwards. True to her word, Pokey's tie was, in spite of nearby tomato-based cooking, was still a pristine, unadulterated white.

Pokey now chuckled himself, relaxing all the more for it. "It's good food, no sense in wasting it as a dye."
"Indeed," Rarity replied, smiling serenely. It goes so well with his coat colour.

The two finished their meal and Pokey paid the bill and left a generous tip for how quickly the food had arrived after ordering. The two unicorns set out the door and headed towards the Ponyville Park as the sun set. In the early fall the leaves of the trees had started to turn into various harvest colours, vibrant and resplendent yellows, reds, and oranges. Celestia's sun was making way for Luna's moon and the lamps lining the park's paths began to light up as Pokey started talking.

"So,” Pokey began, “what was it like when you got your Cutie Mark?"

"Oh it felt wonderful, like all my worries and concerns were put aside as I knew what I was meant for."

Pokey's thoughts turned to his own experiences. The blue colt whose identity he had assumed had been a blank flank, so Pokey had to decide on a talent, and think of something to match it. He had gone with a pin, thin and barely noticeable, yet of invaluable service when it came to the precision details needed.

"How did it feel when you got your's?" Rarity asked.

"It felt good, like I was becoming somepony I could live with" the stallion replied. In a way I still haven't quite made it.

"Yes, well, I'm glad my sister found her talent. She was always so ashamed at being one of the last blank flanks in the class. She wanted ponies to know who she was, just from a glance, they would know," Rarity said as the two of them walked by a field.

Wish I could just show ponies who I was at a glance, thought Pokey bitterly."So, your other friends, what can you tell me about them?"

"Ah, well Twilight is always ready to offer a well thought out solution to anyponies' problems. Applejack may be a bit rough around the edges but she takes care of her own and will always tell it as she sees it. And then there's Pinkie's spontaneity, I mean the girl is just -"

"Look out!" cried a voice as a ball planted itself on Rarity's muzzle, causing her to cry out in pain.

"Are you alright?" Pokey questioned as a brown pegasus gathered the ball that landed a few feet from them. "Hold it right there mister, you're going to apologize to the lady you just hurt."

The brown pony laughed at this and flew off. "Like I should listen to you! Haha! I warned her, she should've ducked."

"Why you ingrate!" Pokey called out.

"It's alright Pokey dear, I quite alright I just need to..." Pokey turned to look at his mare and saw a red trail making its way down to her mouth.

"Here, take this, y-your bleeding." Pokey fished a towel out of his saddlebag and levitated it to Rarity, who in turn took it in her own magical grip and began wiping.

Rarity glanced worriedly at Pierce as she finished cleaning herself. "Pokey, is something wrong?" The stallion had become ramrod stiff as his pallor fell to a shade whiter than it's usual hue.

~Blood gushing from his nose as hooves splat against his skull, splitting the bone revealing maggots crawling all through the inside of his brain.~

Pokey shook his head to dislodge the image. "It's okay, I'm fine, I'm just, I guess I have a bit of haemophobia." He gave a reassuring smile to the fashionista.

"Oh my," Rarity said as she folded the towel. She was careful to keep the crimson stain facing inwards before levitating the towel back into Pokey Pierce's saddle bag. "That's quite alright, one doesn't tend to see blood that often living here in Ponyville. I remember Twilight once gave herself a paper cut and when Fluttershy saw it she ... Oh I'm sorry, I'll just drop the subject."

"No, that's alright, I can handle talking about it," Pokey offered. The two walked for another hour talking about Rarity's friends and soon the two of them found their way to the edge of the park by Carousel Boutique.

"Well, tonight was wonderful Pokey, I hope to see you again soon." Rarity let herself into her home and Pokey let a relieved smile spread across his face. It had been a good night.

Chapter 4: Mother Disapproves

Chapter 4: Mother Disapproves

Pokey was standing in a dark antechamber. Though he knew perfectly well after years of the same experience that he was in fact asleep. A changeling, when asleep, could be contacted by their queen, and the blue stallion had long grown tired of the subconscious confrontations that would occur whenever he found himself in this 'room'.

"My, my, my, its true what they say about a stallion," sounded a voice from the depths, guttural and quivering. Pokey did not even press for what she meant, in time she would give sound to her thoughts. "Grubs are always in pursuit of two things, danger and play." Inevitably, she had said it. It raked against the unicorns ears to be referred to as a grub, it was not the age implication that bothered him, but the identity. "And you certainly have chosen a dangerous mark, Element of Generosity? I dare say I was wrong when I called you a coward all those years ago." Pokey recalled the events, wincing. In the aftermath of the failed Canterlot invasion the queen had lashed against his mind in every sleeping hour, trying to elicit feelings of guilt for his non-committal to the attack. "I mean, you heard about the things those six could do, if they ever found out about you, they'd tear you apart and slather your innards across the town hall!" The voice emanated with barely contained glee.

"Rarity wouldn't do that, and even if they did, I could die peacefully knowing that I hadn't harmed those I cared for," Pokey answered, his voice flat. If he let his voice inflect in any way the queen would pick up on it, and try to pry at it to try and convince him he was in the wrong.

"My little grub..." the voice pouted. "But you have been harming them, every time you show that despicable mug you insist on wearing you’re deceiving them. But lying to them is okay, it’s what you are. Go on, take it off, blue never really was your colour."

Pokey lowered his head and obliged, the queen had often used his faux nature as an entry point to try and get at him. By facing her in his actual form, he was denying her that hold. Green flames enveloped him, azure fur and soft flesh peeled off like aged paint cracking off an abandoned farmstead. Underneath was his obsidian black shell. His mane, even though in disguise was a silver grey, took on an even more sickly pallor as it became toneless and transparent. Large chunks of meat attached at the ends of the fur fell off before being consumed by the effervescent green blaze.

Pokey gazed up at the encroaching blackness, his armour melding with the dark surroundings. "This isn't who I am," he called out. "Physically yes, but I'm no more like you than you are my master... not at all."
"Oh, honey, don't speak like that, I'm your mother, you don't need to consider me master!" the voice insisted with a hurt expression.

"As I said before, you're not, I would never let you lead me down your path. I've seen mothers, and they're nothing like you," Pokey said.

"Wind and words, that's all those ponies' sentiments are, and as for your accusation, have I not always tried to do what was best for you?” called out the voice.

"By making me look into the minds and lives of others? To see their hopes, dreams, volitions, their shame and anger, joy and fear? To learn from them the sum total of their being..." Pokey Pierce gasped inward at this, he had done this action every time with his forced feeding. "And then use it to harm them? I don't know what Rarity and I share, but for the first time, I feel whole, and the greatest thing of all, its not causing her harm, in fact, she seems... the better for it."

"Pierce, you know it won't last, soon she'll start to weaken, the bleeding, the nightmares, she'll start to hollow out into an empty husk and when you take the last of her she'll shatter under your touch and you'll see you never should have fought your nature." The voice was growing fainter at this point, and Pokey smiled, he'd get the last word on this occasion.

"If I fight my nature, that makes me all the greater than you."

*****

Pokey's eyes opened to his bedroom, still dark as the sun had yet to rise and the overcast skies blocked the moon. The changeling sat in his bed for a moment, examining his holed hooves, the openings were lined with a smooth chitinous layer that acted to bare a changeling's weight. The arthropodic pony stepped into his bathroom and examined himself. His compound eyes were a solid, lupine yellow, above all other parts of his form, it was the eyes that he despised. No whites or distinctive black pupil, absolutely no features with which to convey emotion. He envied ponies their eyes, for they truly were portals to the soul. A twitch to show focus, a widening of the iris to show fear, joy, so many emotions that could be conveyed.

The changeling closed his eyes as a green blaze pulsed outwards. When his eyes opened he saw himself, as he truly wished to be, soft blue fur covering his body, a smooth horn leading to a sharp point. Hooves unfettered by unseemly holes. It was an appearance that was preoccupying two ponies that day, one was Pokey, and the other was in Carousel Boutique.

*****

Rarity's deep blue eyes fluttered open as a beam of sunlight struck her cheek. Staring up at the ceiling, she began to raise herself, taking time to stretch her back and work out any kinks that had settled out in her sleep.

"Aaaahhhhh... that was such a pleasant dream, but I..." With that Rarity's mind registered a blank, all she knew now was that the dream had been immensely pleasurable. "I can't wait to see Pokey again, such a gentlecolt, and so attentive and caring, tending to me even when he was in shock from my nose bleed." Rarity shifted and her fur felt much too cold, she looked downwards. "Oh dear, it’s a little early to be having those kinds of thoughts about him." That morning Rarity opted for a cold shower and a prompt washing of her sheets.

Rarity was busy preparing toast for herself and Sweetie Belle when aforementioned younger sibling stepped down the stairs, mane done up in a bun. The young, musical filly smiled at Rarity and sat at the table as the fashionista finished their breakfast, setting it on the table.

"How did it go Rarity?" Sweetie Belle asked.

"Oh it was wonderful, he took me to my favourite restaurant and then we walked and talked in the park," the purple maned mare replied. "It was a wonderful night, but I feel sorry for the poor dear, some young ruffian was playing ball and it hit me in the nose. Pokey was so quick to demand that the colt apologize to me, and then. Well, he told me he was afraid of blood, yet he still mustered himself to help me clean up my nosebleed."

"Sounds like you found a keeper Rarity," Sweetie Belle chuckled.

"Oh, but here I am fawning over my own prospects and leaving you out in the cold. Don't worry Sweetie Belle, if you ever need your sister to ward off unwelcome advances, you only need to ask."

"Rarity, gross! I'm not ready for that, not yet anyway," Sweetie Belle exclaimed.

"You may not be, but you are turning into a beautiful young mare, and soon, all the colts in your class are going to start taking notice, if none have already." The purple maned pony leaned in to nuzzle her sister as both gave a satisfied sigh.

Chapter 5: Arranging the Second Date

Chapter 5: Arranging the Second Date

The day after Rarity and Pokey's date passed uneventfully and passed on to the next. Pokey was on the bottom floor of his home, busily adjusting connections to one of Rose Luck’s phones. It was a fascinating device, small wire connections that warranted a precise control over one's actions and movements to repair properly. Breathing satisfactorily when the final fried connection had been mended, he set the phone down with his magic and replaced the faceplate of the device. "Done."

Pokey walked over to his own phone and began dialing Rose Luck's number to inform her that her appliance was ready for pick up. He heard the tone and soon an effeminate voice sounded on the other side. "Hello? Rose Luck speaking."

"Good afternoon Miss Rose Luck, this is Pokey Pierce calling, I just wanted to inform you that your sister’s phone has been repaired and is ready for pick up."

"Oh thank you! My sister Tulip Bulb has been climbing up the walls wanting to talk with her coltfriend with her own phone since it fried. I try telling her 'It's a small town, just walk over to his place!' But she never takes the advice. I can pick up the phone at three," Rose Luck spoke over the phone.

Pokey chuckled. "Yes, teenagers can get like that, good luck." Pokey hung up the phone and noted that the time read 2:30 PM. He had no other repair jobs, he had a half hour to himself so long as he stayed in his shop. "I haven't spoken with Rarity since our date, I should probably call her. But what if its too soon for another date? No, I'm just asking, we could set it up a bit later, yes, I'll call her now and ask when she would like to go out again." With this plan determined, Pokey dialled Rarity's number and listened to the phone ring on the other end. It rang for quite some time when a voice sounded from the line.

"Hello, this is Rarity speaking--"

"Hi Rarity it's Pokey Pierce and I was won--"

"I can't reach the phone right now, if you would like me to contact you, please leave a message after the beep."

"Oh uhm," said Pokey as the tone began. "Hi, Rarity? It's me, Pokey Pierce, I was wondering if you would like to arrange another date, not for tonight of course, but sometime on the weekend maybe? Bye." Pierce hung up the phone and let out a breath he hadn't known he'd been holding. "Well, now I just wait for a response." The thought was interrupted when the door to Pokey's shop opened and in the portal stood Rarity.

"Rarity! It's good to see you again! Come in, come in!, here have a seat!” Pokey offered a chair which the ivory mare graciously accepted.

"Thank you dear." Rarity's voice cooed. "I had finished all my orders and wanted to see you so I came down here."

"I wanted to see you too Rarity, I was wondering if you'd like another date?"

"What time?"

"I was thinking Friday night we catch a movie?"

"Which one?" Rarity asked, blinking attentively. Her eyes a set of sapphires to Pokey's emeralds.

"I was thinking you should decide."

"Hmmm..." Rarity began. " Well I was thinking of going to see Mare Shelley's Frankenstallion with my friend Fluttershy, but the poor dear would be too frightened by it I'm sure. How does that sound?"

"As wonderful as your voice did saying it." Wait, was that out loud? Oh no, I hope she's not offended.

"Thank you for the compliment Pokey, I'll stop around your place at seven tomorrow night then? We should eat before then so we aren't too hungry at the show."

Pokey gave a sigh of relief. "I'm sure the night will be lov--"

The door to the shop opened and a tan, red maned earth pony mare stepped inside.

"Ah Rose Luck, here's your telephone all fixed. hopefully your sister doesn't spill soda over it again like last time."

"Thank you Pokey." Rose Luck tilted her head towards Rarity and smiled. "Hi Rarity! Getting a sewing machine repaired?"

"Oh, well, no, you see its just that I wanted to..." the purple mare stammered.

"She came here looking for clock-work pieces for a costume design she was thinking on," Pokey stated. Changeling's were well accustomed to making up stuff on the spot, and Pokey's years of integration had honed the skill to an art. Inwardly however, he kicked himself for letting his instincts exert themselves over him.

"Ah, well good luck with that Rarity!" With that Rose luck stepped out of the shop, phone nestled in her saddlebags as she trotted to her own home.

Rarity stood herself and spoke to Pokey. "I'll see you tomorrow Pokey, tah-tah!" She trotted out the door in an enthusiastic manner, leaving Pokey to admire her silken fur.

*****

Rarity stood in her home and shop and noticed the faint red blinking of her answering machine, stepping over to it she prodded a button with her horn, and was rewarded with the electronic rendition of Pokey's voice. "Hi, Rarity? It's me, Pokey Pierce, I was if you would like to arrange another date, not for tonight of course, but sometime on the weekend maybe? Bye." With this Rarity blushed, the two of them had been thinking the exact same thing that afternoon.

The rest of the evening went on without a problem until at six o'clock, a knocking came at Rarity's door.

The white unicorn magicked the door open and called out, "Come in!" With this Rarity's good friend, the butter yellow pegasus Fluttershy stepped in. "Fluttershy! How good to see you. Was there something you wanted to talk about?"

"Yes Rarity, its about..." The yellow mare paused, gathering her thoughts. "I was talking with Twilight and Rainbow Dash earlier today and we wanted to get together on Saturday with our pets, does that sound alright?"

"It sounds more than alright dear, it sounds fantastic."

"There's one more thing though," Fluttershy said. Her voice turned quiet as she faced away from the Element of Generosity. "Seeing as how we'll be seeing each other on Saturday, I don't suppose we could plan our movie night to some other time?"

Rarity sighed. "Fluttershy, you're my friend, if you didn't want to see Frankenstallion because you're too scared all you had to do was say so, we can watch The Pirates of Penz-prance here at my place next Friday."

"Oh thank you Rarity." Fluttershy flew over to embrace Rarity in a hug. "I'm really sorry, but its just the reviews for the movie were all saying how horrifying it was, and I don't want nightmares."

"That's quite all right dear, I understand, but now, with our pet date with the girls, I was wondering ..."

"Yes Rarity?" Fluttershy asked.

"I'm going to be seeing Frankenstallion with Pokey, and after that, I was hoping to introduce him to you girls," the alabaster mare proposed hesitantly.

"That sound's like a wonderful idea Rarity! I'm sure Pokey and the rest of us would be happy to meet each other," Fluttershy exclaimed, releasing herself from Rarity's embrace.

The pink maned pegasus excused herself and went on her way home. Rarity ate her meal with Sweetie Belle, who was regaling her with a tale of the Third Gryphonic War and how they successfully beat back the Diamond Dog Khanate of the Pearl Fingers, establishing a buffer zone between the Pearl Fingers and the province of Stalliongrad.
Rarity had a shower that night and lay on her bed. Sleep swiftly swept her to the deeper reaches of her mind.

*****

Rarity was standing with Pokey inside of Carousel Boutique. He had just finished making an adjustment to Rarity's sewing machine. "Oh thank you for the help Pokey, but how to repay you?"

"Think nothing of it Rarity, its the least I could do for you." Before the blue stallion could object, Rarity reached over and pecked him on the cheek. "Oh my, don't you think its a little early for that? Not that I'm complaining."

Rarity stared at him half-lidded. "It was the least I could do for you," she said as she leaned in and kissed the base of his horn.

"Hehay!" Pokey was taken by surprise as his horn started glowing.

"It looks like your enjoying it," the fasionista saccharinely stated, tail now twitching behind her. She turned and walked over to the stairs. Pokey felt certain. Very pony components of his anatomy shifted as he noted the mare's own horn was giving off a soft glow of pure white. Rarity turned back as she reached the foot of the stairs. "Care to join me upstairs?" Before Pokey could respond the room faded to blackness and Rarity's fantasy was over.

"Oh fie!" Rarity called out, disappointed in her mind for leading her on in such a manner. She looked to her clock and noted it was midnight, laying her head back she let sleep take hold of her again, maybe she could continue where she left off. Rarity wasn't usually one to indulge in such a manner, but then she had never been so quickly enraptured by a stallion before.

Chapter 6: Indulgences

Chapter 6: Indulgences

Rarity was heading for Pokey's home. She was eager to make her way to the theatre to see Frankenstallion, more importantly to spend time with the charming blue stallion that was Pokey Pierce. She had gone through her day with a vigour that she seldom felt, and could point to no other contributing factor save her new found companionship with Pokey. She stood before the blue unicorn's house and lifted her hoof to knock.

"One moment!" Rarity heard Pokey's voice ring out from the interior. A few seconds later and Rarity beheld Pokey, looking dapper with a red tie adorning his neck.

"Good evening Pokey, shall we be on our way?"

"Certainly." The stallion led the two of them to the Ponyville theatre, it was a few minutes and Rarity took to looking at Pokey's stride. Pokey was at least as tall as Big Macintosh, but far slimmer, but in no way epicene or androgynous. He still had a shapely chest and barrel. Slender was the word best used to described his legs, they were quite long and not a trace of fat hugged to the four limbs.

Rarity ceased her fond glances as the theatre loomed ahead, a neon back lighting illuminating a grand sign declaring "Mare Shelley's Frankenstallion the Motion Picture" was the movie on show for tonight. The movie had been acclaimed both critically and popularly as an Equestrian feat in cinema horror. The two stepped up to the booth and Pokey declared, "Two tickets please." The booth clerk accepted the bits offered and gave them two ticket stubs.

As the unicorns white and blue entered the theatre, the clerk declared, "Enjoy the show!" Pokey went to buy the two of them refreshments while Rarity went to the theatre proper to acquire some seats.

Pokey asked for two medium popcorns and two medium drinks.

"DO THEY WANT THE CHERRY COKE FOR THEIR DRINKS?" called the
stallion in the back and the mare at the counter turned to Pokey.

"Do you want the cherry coke?" With Pokey's nod the mare turned back and yelled, "YEAH THEY WANT THE CHERRY COKE!"

Twitching his ears, Pokey made his way to through the lobby and saw Rarity waving at him to sit with her. She had acquired seats smack dab in the middle of the arranged seats, not too high and not too low. Neither of them had to crane their necks to have a proper view of the screen before them. A half hour later the theatre was full of ponies. Pokey could feel several dozen couples in the theatre, emotions running from the platonic, to the barely contained passions. Pokey didn't need any of it though, the white mare to his right was nestled against him, he ate very little of his popcorn, the flavor teasing his lips and tongue when he did crunch into a mouthful.

Soon the movie began and the audience was entranced. Screams were elicited at the horrid visage of the Frankenstallion monster. Tears were shed as the Doctor's monster killed his nephew. In the movie the Doctor had just tracked the monster into a frozen tundra where he fell into an ice cave, knocked unconscious as his head struck a piece of ice.

*****

Doctor Frankenstallion raised his head to note a fire casting light onto the cerulean ice packed walls around him. There before him, working a flute with his wings, was the monster. The creature's yellowed eyes cast an upward glance at him, causing the Doctor to flinch.

"You're awake," the monster stated simply.

"You speak," the Doctor responded, not as a question but a statement.

"Yes, I speak, and read and write, and know and understand the ways of ponies," the monster replied morosely. "And then there is this." The monster hoofed the instrument. "Not so much things learned as things remembered. Where in me do these memories reside? These lips? These wings? This brain? This heart?" The creature gestured to all the mentioned parts. "Who am I, or mayhap, who are these ponies of which I'm comprised? Good ponies? Bad ponies?"

Frankenstallion was leaning away from the monster as the a sickly stench emanated from the creature. "Nothing but raw materials..." was all the Doctor could offer in reply.

"And so you have created something more, and must now account for your mistakes. I shall leave you be, on one condition. That I might have a partner, a companion, one to love and be loved by," the monster spoke eloquently, a far cry from its babbling the night of its creation.

"You have no idea what you request."

"Don't I?" the monster returned. "I've a love, the likes of which you cannot fathom... and a rage the likes of which you dare not imagine. If I cannot satisfy one, then I shall indulge the other."

*****

The rest of the movie passed as a blur for Pokey, his mind too preoccupied with internal dilemmas. That monster... I could have ended up like him if I wasn't able to... to disguise myself. Pokey looked at an extended hoof as the credits rolled, seeing it as a great and terrible thing.

Pokey and Rarity were walking to Carousel Boutique when Rarity turned to Pokey and spoke. "That certainly was a horrifying movie, but it played on other emotions too. Oh, that poor Doctor, how his nephew was murdered? Pokey dear? You're staring off into space. What are your thoughts on the movie?"

Pokey looked over to Rarity's ocean deep eyes, taking them in before answering earnestly. "I pity that monster, he was brought into a world that wasn't ready for him, and when he wanted to live, truly, he was declared despicable. What he did to try and get what he wanted was disgusting and unnatural, but nopony around him was willing to give so much as a thought as to why he did the things he did. He even told the Doctor and was still thought of as an abomination."

Rarity tilted her head. I didn’t think about it that way. Then she nodded. "You make a good point, if somepony had been given the opportunity to speak with him early, all that pain could have been avoided, but instead... Everything everypony had came crumbling down on them."

The two reached Carousel Boutique and Pokey smiled. "That's a very educated assessment Rarity, thanks." I'm glad I haven't destroyed anything for love.

The two sat down at a table for the evening, Rarity glanced at the clock and noted the time was getting late. "Pokey, I have to ask you something, my friends and I are going to be going to the park tomorrow with our pets and I wanted to invite you. I would love it if I got to introduce you to my friends."

Pokey took a sharp intake of breath. Taking me to see her friends? I'd be surrounded by ponies who have every right to despise me! But still, Rarity wants me to go, I can't deny her that, besides, it would be good to have some friends. "I ... That sounds like a great idea Rarity, so, I'll meet you at the park tomorrow at ten?" Pokey offered.

"That's a little early." Rarity began and Pokey winced. "But some time together before we meet with the others would be good."

Relieved, Pokey smiled. "Thanks for inviting me, I look forward to it. Well, I better get going, it's a little late." The blue stallion stood and stretched. "Good night!"

"Good night!" Rarity called out to him as he strode off into the night on those long legs. Oh, they go on for days. Rarity shook herself, and tended to a few remaining details in the shop before retiring for the night.

*****

Pokey opened his eyes as a slight pressure was applied to his side, with a start he looked to his right. There beside him was Rarity nestled beside him, head pressed firmly to his side. Peculiar, why is she here? Not that I'm complaining. Pokey thought, the nuzzling was not unwelcome. "Hey Rarity, I'm up here?" With this the purple mane frayed as the alabaster mare pressed harder into the stallion's side. "Ok then, that's enough, if you want a kiss my mouth is up for the - OW!"

A sharp pinch cut off Pokey's attempt at humour. "What are you doing there Rarity?" The white unicorn did not respond, she only began moving her muzzle about on Pokey's side with enhanced fervour. "Alright Rarity, I'm not one for the silent treatment, look at meEE!"

Pokey screamed at the end as he felt a pulling from his side that stretched into his innards. He looked down angrily. "Rarity whatever you're doing sto-!" The white mare pulled her head from Pokey's side extracting a long strand of flesh from his side that glistened in his blood. He looked in horror at Rarity's eyes, filled in with black.

Pokey was paralysed as the mare sucked on the muscular tendril and spoke from her gored mouth. "You taste marvellous darling, just wait till my friends find out! They'll all want a piece!" The scene shattered as five sets of teeth enclosed themselves around his body.

Pokey was once again standing in the black chamber, breathing at an ever so slightly elevated rate as a voice laughed in the distance. "I told you she was dangerous, you should just drain her and move on, but no, like all grubs you shoot for more than you can stomach."

"I just want to be with Rarity, if her friends want to be my friends as well, I won't object," Pierce replied, just wanting to be rid of the vision.

"They never will, they'll find out what you are, that Twilight? She's found ways of detecting changelings in the past. Applejack? She's the Element of Honesty, do you really think you could pull a fast one on her? Still, I suppose that's better than trying to outrun that garish, multi-hued upstart Rainbow Dash." Pierce's mother tried assuring him of this fact. "You're in too deep, and you never take my help, so I'll just leave you to be torn apart by your vaunted friends." The blackness became omnipresent before Pokey opened his eyes.

*****

Pokey looked at his clock to see that it was 9:45 in the morning. Crud, no time for a shower, at least I don't need food. the azure stallion quickly examined himself, his disguise had lasted through the night. He took a brush and organized his mane, tail and coat, before heading out the door to the park as he floated his saddle bags into position along his back.

Pokey looked around for Rarity in the park and, spotting her at the base of a hill in the shade of a birch tree, Pokey ran up to her, grinning widely at the beautiful mare.
Rarity stood up and gestured her head to the crest of the hill. "Walk and talk?"

"Love to." Pokey panted as he fell in step behind Rarity.

"How has work been going?" Pokey began.

"The boutique is doing fine, I was commissioned by Photo Finish to design some dresses for her entourage on her next tour, nothing for the actual models, but still well paying, and room for word of me to spread."

"That's great, I've been getting a lot of repair requests from Sugarcube Corner. Apparently between Pound Cake and your friend Pinkie the Cakes have trouble keeping up with damaged toasters and the like." Pokey chuckled.
"So you've met Pinkie Pie before?" Rarity looked back at Pokey as she reached the top of the hill.

"Tangentially yes, though I try to keep my distance from her." Especially after I heard what that cannon of hers did in Canterlot.

"Yes, she can be rather exuberant, but she is prone to bouts of seriousness when its needed. It’s just that with Twilight around, there isn't often a need for another voice of reason," Rarity replied as Pokey seated himself beside her. The view gave them a glance of all the Whitetail Woods, and to the East the barn of Sweet Apple Acres was visible. "Isn't the view lovely?" Rarity sighed, leaning into Pokey.

Should I risk the compliment? I don't want her to think I'm some drooling lecher. Aw, what the hell, nothing ventured, nothing gained. "Well in my opinion," Pokey began, "the view is all the better with you in it." He finished as he turned to look at Rarity, her cheeks flushed a soft pink as she smiled at the blue stallion.

"You’re very sweet, so few stallions can get out a compliment without ending up with a hoof in their mouth."

"That is the usual trend with us males," Pokey returned laughing good naturedly.

"Yes, but sometimes the praise they can think of when they take risks makes it worthwhile. Don't you think?"

"I suppose I am in complete agreement with you Rarity," Pokey returned, liking where the conversation was headed.

Now it was Rarity's turn to grin unabashedly. "So, what is it about me that you like?"

Clever boot, well, I better start with the mental and work back from that. "I'd have to say your most endearing feature is how you talk. Its just always so nice to listen to you, and I'm always interested in what you have to say. Then there's your attention for fashion, I always admire a mare who can keep track of the small details as well as the whole," Pokey finished.

I feel terrible for testing him like this, Rarity thought, but that was the first time a stallion didn't immediately just go for my eyes or mane, or my flank, those ones never got very far. I guess I better let him vent. "And what about physically? I mean, there must be something you like besides listening to me talk?" Rarity probed.

"I'd be lying if I said that your voice isn't the only thing I like." Rarity laid her head down on the grass as Pokey continued. "But it certainly would still be enough to get me interested. That said, I love how you're able to keep your coat so clean. I remember this one girl from school, brightest white highlights in her mane you ever saw, but the poor girl's parents insisted she wash it so often she decided to dye it brown instead." Pokey chuckled at the thought of Colgate's school picture that year. "Then there's your mane, you curl it very well, not a single strand out of place. Then there are your eyes."

Here comes the cliché, but then most colts would just say 'I really like her mane!' Rarity thought, thoroughly impressed by Pokey's adept skill in flattery.

"The whites are just so well defined and big." Pokey continued.

Well that is a different approach to the eye compliment. Rarity turned to Pokey and pressed. "And why is that attractive?"

"I ... erm, it makes it easy to read you, know what you’re feeling. When I was young I had trouble reading others, and I like to be able to know what a pony is like, eyes like yours make that possible." Pokey's own eyes were at this point scanning Rarity's. He was hoofing a dangerous line that might lead to rather uncomfortable questions that he would have to flat out lie about.

Rarity smiled and got up, approaching him until her face filled his view. "And what are my eyes saying now?" She asked coyly.

"Er, that you really like my - !"

With that Rarity brought her mouth to Pokey's and began sucking. Pokey accepted the gesture and closed his eyes. Rarity's lips were soft. Pokey then felt a moist sensation stroke his lips. Tongue? On a first kiss? Well, who am I to keep a lady waiting? Pokey parted his lips and Rarity's tongue entered slowly, playing along the inner edges of his lips as she pressed further. Pokey was salivating rather heavily and he worked some of the fluid back before swallowing. The ensuing tug on Rarity prompted her to make contact with Pokey's own tongue, trying to elicit the moist muscle to fence with her own on a much more literal scale. With a pleased squeak Rarity's tongue was wrapped by Pokey's.

The two held this position until a sound emanated from the tree above them. "MEUAW!" Was all they heard before a white ball of fluff planted itself firmly on Pokey's flank enticing him to break the intimate moment.

Chapter 8: Fantasy

Chapter 8: Fantasy

Four weeks had passed since the afternoon in the park and Rarity and Pokey had been on several dates since. Pokey had turned out to have had quite the respectable sum of money. To Rarity it was a mystery that she did not question. To Pokey it was a simple following through from the fact that as a changeling he did not need conventional food. Over that time Rarity and Pokey had become physically intimate. Rarity was feeling generous after having received from Pokey a framed photo of their fifth date, which had involved a picnic on a cliff overlook of the Running of the Leaves.

She was now looking to return the favour. The favour would however, not be returned in kind. She had a much better, and intimate, idea. It was with this thought that Rarity was walking towards the Ponyville library, hoping to peruse particular parchments of a... clandestine reputation.

Rarity loved Pokey, and she wanted their first time together as a full couple in the throes of passion to be an enjoyable affair. However, leading the life of a proper lady had led to deficiencies in the white unicorn's knowledge of how to please a stallion. Rarity was glad that she was going to be receiving her guide from Twilight. Any shame she might have felt getting the particular book she had in mind was mitigated that it would be between her and a friend who was always immensely understanding. Of course in the future Rarity would allow Pokey an opportunity to try things that piqued his interest, but for now it was her gift to arrange.

"Hiya Rares," called out a voice from above Rarity, snapping the white mare from her thoughts as she looked up to see her friend Rainbow Dash.

Horseapples, the fashionista thought. Of all her friends, the teal-winged speedster above possessed all the tact and guile regarding sexual encounters as a flaming timber wolf in a fireworks factory.

"Hello Rainbow Dash, can I help you?"

"Nah, I was just heading for the library to pick up Daring Doo Versus the Invisible Mare. You headed for the library too?" the cyan pegasus asked.

"Yes, I just wanted to browse what Twilight has," Rarity replied flatly. Oh goddess, please let her just pick up her book and leave me to my own devices.

"Cool, well here we are!" Rainbow called out as she glided the last few feet to reach and open the door, letting both herself and Rarity into the library. Before them Twilight was tending a large pile of books that, from the bottom, had a pair of purple and green legs poking out.

"Spike what were you thinking? Trying to move that many books at once?" the purple unicorn addressed the pile as the adolescent Spike, with juvenile wings adorning his back, burrowed himself out of the cellulose prison.

Shaking out his disorientation Spike replied, "Believe me Twi, I figured out the odds of me succeeding, and then I thought about how likely it would end up going horribly wrong, and then, well, I went ahead anyway. Oh hi Rarity!"

The purple mare sighed before turning to her friends with a smile. "Hi girls, are you each here for your books?"

Immediately Rainbow darted to the librarian. "Am I ever, I heard this new book is even better than Daring Doo at 40 Fathoms Deep! If that's even possible." All Rarity offered on the matter was a nod, slight as it was, the cyan mare caught it out of the corner of her eye and asked. "Hang on a sec, Rarity said she was just here to browse."

Twilight levitated Rainbow's book over. "Well, there are a few items she was interested in, but that's not really important."

"Come on Twi, now I'm curious, what's Rarity reading? Is it some book on fashion?" Rainbow pressed. Twilight glanced at Rarity, who waved her hoof to give consent, there was no keeping Rainbow out of the loop now.

Twilight turned to Spike. "Spike, can you go upstairs and gather up my notes on Diamond Dog and Dragon hoarding habits?"

"Sure thing Twi!" Spike saluted and set off to his non sequitur task, eliciting Rarity and Rainbow Dash to ask as Spike left from view, "Why did you need those notes Twilight?"

"To get rid of Spike," Twilight deadpanned. "It’s not like he needs to know."

The purple unicorn then gestured for the pegasus and fellow unicorn to follow her downstairs. The three mares reached in the lower level of the library a locked cabinet that Twilight unlocked with a key hidden in a nearby bureau, revealing the contents within. "You insisted on seeing Dash," Twilight stated as all beheld Ponyville Library's unofficially dubbed 'Red Shelf'.

The collection was extensive, covering a wide field of possible interests that the inhabitants of Ponyville might have had, with staples such as The Pony Sutra, The Pony Sutra Revisited: Kamare Sutra, Mile High Club, and, in light of Ponyville's Earth Pony founders, The Secrets of Earthly Love, widely loved for its discovery of erogenous zones far less obvious than the horns or wings of other pony races.

Rainbow Dash was the first to speak. "Woah..." Glancing quickly at her Daring Doo book, the cyan mare turned to Twilight and asked. "Can I check out a second book Twi?"

"Err, that's not usual library policy, but I suppose I can allow it." The purple unicorn responded, a fore hoof hovering uncomfortably over the floor.

"YES!" Rainbow yelled as she grabbed the copy of Mile High Club. "See ya Twi, thanks for the books!" the rainbow streak called as she made her way back to the library lobby.

Shaking her head, Twilight turned to her ivory coloured friend. "You can't fault her for knowing what she wants. Now, anything... catch your eye?"

Rarity turned to the shelf with a scrutinizing eye. "Aha!" she called out, levitating a blue novel entitled Duo-corn: A Unicorn's Guide to Sex. "This is relevant to my interests. I'll take it Twilight, and thank you for the help."

"No problem Rarity." the Element of Magic replied to her friend as they stepped back out into the foyer.

*****

Rarity was in her room, Sweetie Belle had gone to bed after studying musical theory, and the night belonged exclusively to the anticipating white mare. Rarity levitated the book out from under her bed and flipped through the pages. Introduction, no, anatomy, no, illustrated and photographic guide, yes. The unicorn smiled as she looked over the first depiction, it was the universal pony style. A brown stallion was leaned over a blue, white maned mare, fore legs straddling her shoulders, and both standing.

Shifting herself in her sheets, Rarity leaned on her back and reached with left fore hoof and started applying pressure to her flank. Moving her hoof in circles, she turned the page to a close-up photo of a pearl coloured stallion with a salmon mane face to face with a with pink mare with yellow mane. Their horns were touching and their lips were locked with one another. Rarity moved her hoof to touch her belly and began drawing small circles in a series of ever so slowly descending motions until she met her outermost folds. She could already feel the heat rising off of her from the arousal as she began to work at the sensitive flesh. She pressed harder as the page turned again, the pair from the previous page were now licking at the base of one another's horns. Rarity reached down with her other fore hoof and located her clitoris, taking in a sharp breath as a pleasured flinch worked up her spine. The page turned again to something Rarity really wanted to try when the time came. The mare in the picture was near the bottom of the bed, with the red stallion mounting her with his hind hooves on the floor, allowing the pair to grind each other while face to face.

Setting the book down Rarity painted a mental image of herself with Pokey, sliding her hoof gently into her moistened slit as she worked her nub vigorously. Rarity imagined herself licking Pokey's horn, eliciting a soft moan from the mare's mouth as she felt a fire working through her as the action of her hooves became disjointed and all the more powerful. Giving out a final cry Rarity slid her hoof into herself as she climaxed with a final firm push against her clitoris. Her fluid flowed around her hoof as the alabaster unicorn sighed in relief, ideas forming in her mind of exactly what she would do to, and for, Pokey.

Rarity brought her hooves back up and glanced downwards, the smell of passion was in the air. The thick scent settling the mare. She could wash properly in the morning.

Chapter 9: An Autumnal Arrival

Chapter 9: An Autumnal Arrival

Pokey awoke from his slumber well rested, the changeling queen of his hive hadn't bothered contacted him in weeks. Maybe that biddy has finally given up on bringing me back. The disguised changeling stepped down the stairs and began opening shop, eager to get his work done so he could meet with Rarity that evening. Pokey hadn't needed to feed on any other source of love for two weeks now and it felt good, not just the feeding but the fact that he was doing no harm. He had not forced the emotions out of Rarity, or tricked them out of her by donning the form of a friend or family member, she had fallen in love with him, while not in his natural form, in a form she had no previous experience with. The changeling felt as whole and complete as his real legs were not.

Pokey set to taking apart a microwave the Cakes needed fixed after Pound Cake had seen fit to put a fork in it. Pokey located the melted connector and pried it loose. As Pokey shifted his neck as he guided the scrap to the garbage, there was a sickening, audible snap that emanated from his neck. Pokey's magic around connector faded as the blue stallion flinched. Pokey lifted up a hoof. He had an inkling as to what the noise had been. Pokey pressed his horn to his hoof and soon pierced the illusory hide and the chitin beneath. As a chip of blue fur and pink flesh fell to the ground, a small green flame consumed the chunk leaving just the blackened piece of exoskeleton. Great, Pokey thought, I’m moulting. A rare affair for the changeling now that he had long been in adulthood. Pokey would have to wait for at least a day while a new exoskeleton grew in to replace the one he lost. Well not lost, he knew exactly where it would all go.

Pokey flipped the sign to his shop and lifted the piece of chitin off the floor, carrying it with him as he entered his basement. All around were various tools, scrap materials, and spare parts. He walked into a small room to the side and shut the door behind him. In one corner was a small, disused cot.

Pokey lifted a floorboard to reveal a hole in the ground. Pokey dropped the offending chunk into it. The method of disposal was slow, but the horrendous stench that his shell made when burnt warranted the rudimentary composter. Pokey let a green flame work over his body to show his natural form. Pokey lowered his head to his hoof and began scraping at the edge of his wound. Slowly another chip fell off revealing a transparent covering underneath, and below that his changeling muscles and sinew, anchoring themselves to the newly forming exoskeleton.

Pokey laid on his bed and using his teeth tore of a line of shell from his leg. Pokey took his intact fore hoof and pulled at the edge of the line. A thin trail of slime adhered to the underside of his onyx armour as the changeling began force the opening wider, another loud snap sounded as all the chitin covering Pokey's fore hoof snapped away from his next layer of carapace. The experience was not painful; the nerves in his hardened 'skin' had likely died off completely a few days ago. There was only the uncomfortable, brief stretching sensation when he began tearing off his carapace, there was no point in putting it off.

*****

Rarity awoke to the sound of a loud knocking on the door of the boutique. Whatever had made contact had been going at a very high speed to produce the audible noise from below. The white unicorn lifted herself from bed and, remembering what she had done the night before, levitated a robe over her and shut the door to the room behind her. Down at the first floor, Rarity opened the door to the boutique to see a scowling green stallion with a bag lashed to his back.

"Ah, Pressing Order, how nice to see you,” Rarity stated flatly, not bothering to smile.

"Special delivery, one night post, take it and leave me be," the stallion recited as he glared in response.

"One night post? What could be so important as to warrant that?" Rarity asked as Pressing Order fished out an envelope. Rarity levitated the letter and opened it, reading the contents in muttering breaths.

Dear Rarity
This your father writing to let you know that we will be arriving in Ponyville by train this afternoon, and wanted to give you some advanced warning before we dropped in. We are eager to see both you and Sweetie Belle and wish you the best of health.
Love, Daddy and Mummy

Rarity's conclusion regarding the letter was, "Fie." So much for my plans with Pokey tonight, though this does give me the chance to introduce them all to each other. Rarity’s parents had been travelling abroad for the last few years, leaving Sweetie Belle to Rarity's care. Rarity had been quite glad of the fact, she had the opportunity to raise Sweetie Belle as a proper lady. Something which, loath as Rarity was to admit, her parents were unlikely to have accomplished. "Well, I'll just have a shower then I can go see Pokey with Sweetie Belle after breakfast."

When Rarity had told Sweetie Belle of their parents imminent arrival and her plans to introduce Pokey the unicorn filly was ecstatic. Rarity smiled at the jubilance of her charge. Maybe my parents will take to him as readily as Sweetie Belle has. The two sisters had breakfast, which Rarity had made in the interest of solid and liquid foods remaining the same in the process of cooking. Afterwards the two white unicorn mares set off for Pokey's shop.

When the two mares reached the repair shop they both noticed that strangely it was closed. Rarity knocked on the door and when no answer came, she let herself and Sweetie Belle in with a key to the front door she had been given by Pokey. "Pokey darling! Where are you?" Rarity and Sweetie Belle looked around confusedly. Various tools and a disassembled microwave lay on the central work bench, and no notes were visible anywhere. He usually leaves a note if he isn’t here.

"Maybe he's down in the cellar looking for parts?" Sweetie Belle suggested. Nodding, the two sisters made their way into the basement, when Sweetie Belle called out, "Pokey! Are you here?" Rarity had taken notice of a door to her left and tried turning the handle with magic, but found the door locked.

"Sweetie Belle!?" What are you doing down here?" Pokey's voice emanated from behind the door.

"I could ask you the same thing. Rarity and I came here to tell you that our parents are coming to town and we wanted you to meet them!" Sweetie Belle replied as Rarity levitated out her key.

"What? Rarity? You there?" Pokey questioned.

"Yes darling, may I come in?" She tried turning the key, but found the lock incompatible.

"NO! I woke up this morning and was very sick, terrible headache, sore eyes, fever, and nausea." Behind the door Pokey winced, the act of lying to his love eliciting the last symptom he had listed.

"Oh well all the more reason for me to come in and help you! Now could you please unlock this door? I could make you some soup, or move you back to your bedroom," Rarity answered.

"Rarity please I really don't want you or Sweetie Belle or your parents catching whatever I got. It hurts my headache just to talk," Pokey replied. His changeling instinct guided him to head off the offers at the source. "I came down here so the light didn't aggravate my eyes. Please Rarity, Sweetie Belle, I need you to both just let me get some bed rest.”

Nodding to eachother, the sisters said, "Ok," as they each leaned a fore hoof against the door in sympathy. On the other side, the utterly exposed changeling breathed out a sigh of relief as he felt the love of Rarity flow through, followed by... the familial love of Sweetie Belle. This meant all the world to Pokey, to have been accepted as family by the young, singing mare.

The two sisters left the shop to return home, where they found their parents already setting themselves up in the kitchen. Cream coated father and pink colored mother greeted their daughters in a warm embrace. By silent consent Rarity and Sweetie Belle had remained silent on the matter of Pokey Pierce. there was little point in bringing him up if their parents could not meet him. There would be another day for truths told.

As Pokey's new shell formed around his body, the faux unicorn had reached a similar conclusion.

Chapter 10: What is Known

Chapter 10: What is Known

Pokey awoke in his moulting room to a newly hardened exoskeleton. Smiling, the changeling focused his magic, and in a flash of eldritch fire he donned his unicorn form. Gathering the dessicated chitin fragments, Pokey stowed them in his hidden composter. I need to go apologize to Rarity, but, I'm not ready to tell her. Sighing, Pokey left the cellar to his shop and left for Carousel Boutique. Pokey approached the door and knocked. Moments later the door was enveloped by a white aura to reveal Rarity.

"Pokey darling! Are you feeling alright? Sweetie Belle and I were worried about you yesterday." The white mare nuzzled her stallion as he replied.

"I feel much better today Rarity. Thanks for your concern. I wanted to apologize for not being able to meet your parents, is there any way I can make it up to you?"

"That's quite alright darling but if you really want to make it up to me. I was thinking you could join me for dinner here at the boutique tonight. It would be simply divine."

"That sounds lovely Rarity, but uh... Isn't the point for me to treat you?" the blue unicorn asked.

"Oh, but you will be treating me, by letting me treat you." Rarity gazed half-lidded at Pokey.

To a pony, the look would have been mildly reminiscent of a predatory glare, to a changeling, the look left only confusion. Is she... no... I mean she's the mare, I'm the stallion. Still I owe it to her. I owe everything to her now, the stallion thought as he gave his answer. "Okay Rarity, I'll come by tonight, have a good day." With that Pokey left Rarity to make her preparations. Soon the white unicorn sent her younger sister to spend time with Applebloom, Scootaloo, and, provided he was not overly busy, Spike.

*****

Pokey arrived at Carousel Boutique that evening with a bottle of Apple Family Cider he had bought in preparation for the meal Rarity had planned. Even though the white unicorn had insisted he let her do everything, Pokey still felt some obligation to contribute.

After rapping his hoof against the door, Rarity's sing-song voice called out, "Coooome iiin!" Pokey opened the door and was met by an impressive sight.

The boutique showroom had been cleared of marequins, leaving only a solitary table in the middle of the room. On the table a white tablecloth, red placemats, and the usual fanfare of a formal eatery were arranged, with wine glasses, knives, forks, and spoons of all manners and methods of eating set to the side of a plate filled with a verdant green salad adorned with cherry tomatoes, cucumber, and red onion. This was all secondary for Pokey; the true marvel of the site was the ivory toned mare sitting at the table in one of only two seats. Rarity had set her mane in a well kept bun, and was wearing a purple dress with gold trim and white highlights. In the soft glow of nearby candles the mares ocean-deep eyes reflected the light as she said, "Come in, and take a seat dear."

Pokey nodded, adjusting his white tie as he stepped to the table. Pokey cast a worried glance to his tie. Well now I feel underdressed. Sitting across from Rarity, Pokey looked at the alabaster unicorn, and levitated his bottle of cider over. "I wanted to bring something over for this. It all looks so amazing Rarity. I don't know what to say."

"You don't need to say anything sweetheart, we have the night to enjoy ourselves," Rarity replied. She lifted up a salad fork with her magic and began eating. Doing the same, pokey gathered a tomato and a few leaves of lettuce and spinach on his fork. As he bit down the mild juices of the tomato leaked out to cover the leaves, mixing the flavours to a satisfying bite. When the two had finished their salad, Rarity served them both some cider before leaving to the kitchen. Pokey glanced over at Rarity as she stopped in the doorway to get the next dish. Rarity turned her head and, seeing that Pokey was giving her an ordinately fond stare, twitched her tail, fluttering the hem of her dress as she stepped out of sight.

Rarity returned with two loaves of bread on a plate. A plain affair, Pokey thought, until she placed the dish in front of him. The loaf had been hollowed out and inside a stuffing of cheese, tomato, onions, spices, creams, and greenery filled it. Rarity sat down and looked at Pokey expectantly, casting quick glances to the food before him. Lifting a fork , Pokey gathered a proportioned bite with a piece of the bread bowl sitting on top and took a bite. It was magnificent, and the smile that spread on the blue stallion's muzzle informed Rarity of such as the two began digging into their meals.

I may not be well versed in this field of relationships, but I have a feeling as to where this is going. Should I just let her go all the way or should I... offer? But how? Draining the dregs of his glass Pokey cleared his throat before speaking. "This has been amazing Rarity, but what inspired you to this wonderful night?"

"It's my way of saying thank you for being with me. Ever since we've started dating I've always awoken feeling so... content, so... invigorated from being with you." Rarity replied, at this moment Pokey knew without a doubt that both he and the Element of Generosity completed one another, he made her whole, as she did him.

Okay, so, I should allude to... it, see if she's interested, but leave her an out if she changes her mind, Pokey thought before continuing. "I was wondering, if just being with me like this makes you so happy, then maybe you had some ideas for us to get closer."

A dreamy smile spread across Rarity's lips as she answered. "I do have some ideas, but I'm open to your suggestions as well."

"Let's hear what you have to suggest first," Pokey responded. His ears flipped back and he cast a nervous stare around the room.

Oh the dear, always so unassuming in matters of intimacy, Rarity thought. She gathered the plates of floated them over to the kitchen; she could wash them later. "I was thinking that you would like to spend the night with me... in bed." Rarity added to make her intentions clear.

Oh, sweet Celestia, I don't want to mess this up! What if she expects something extravagant? It's just that..."I've never done this before!" Pokey blurted out the last of his thought. The faux unicorn blushed deeply as his horn, well aware of the implications of the conversation, began to glow of its own accord.

Rarity glanced over at Pokey and trotted to his side, nuzzling him under the chin. So that's why he was feeling trepidation, I just have to assure him. Rarity opened her mouth to speak. "I love you Pokey, and I know that we will have a magical time together because of that." To add emphasis, Rarity flicked her tail to brush against the stallion's hind legs.

"I love you too Rarity, let's go to your room." Pokey replied. Rarity nodded and walked up the stairs, adding a bit more sway to her hips as she climbed.

The bedroom was dark until Rarity flipped a switch on a nearby lamp, casting a gentle flickering glow across the room. Rarity then seated herself on the bed, still clothed. Pokey joined her on the bed and began planting a series of kisses on her cheeks, working his way down her neck to her chest. Grasping a button, he used his teeth to unfasten the front as Rarity hummed. When the dress was held on only by gravity, Pokey grasped it with magic and slowly lifted it off his mare as he continued kissing downwards. Pokey stood up and lifted a hoof to Rarity's Cutie Mark. Pressing down he traced the shape of the three diamonds in a gentle stroke. Pokey kissed further down until he could feel Rarity's marehood gracing his lips, kissing once he elicited a soft gurgle from Rarity.

He then began dragging his tongue away from the slit to the small of Rarity's back. First time? Well he certainly knows how to take his time, still, this is his treat. Rarity lifted her backside and motioned her tail to brush against Pokey's neck. The amount of raw emotions and affection that was washing over Pokey bid him move to the next step. He stood behind Rarity and lifted his fore hooves, straddling them to her sides he felt his aroused member poking at her belly. Pokey began to slide his cock over Rarity's glistening entrance. The mare was thoroughly turned on and was steeping the stallion's spire in her fluids. Pokey's tip graced the edge and he pushed forward, parting the folds with ease as Rarity shifted side to side, summoning a gasp from Pokey. Pokey drew himself out slightly before coming back in slowly. Rarity moaned at the feeling of filling within her as more blood rushed to her sensitive folds. Pokey began to increase his pace, rocking back and forth as he traced random curves with his fore hooves across Rarity's chest.

He seems to be in control, still? I would have expected him to arrive before me. OOoooh! I can feel it coming! His motions were remaining controlled and steady as Rarity felt a bubble within her begin to expand, even as Rarity added her own gyrations to the mix all it did was push the mare closer to the edge. The poor dear must be nervous, oh but this is supposed to be special for him. Now, now Rarity, you’re a big girl, you can hang in there until - The white mare's thoughts were interrupted as Pokey grasped a piece of her mane in his teeth and tugged, eliciting an excited yelp from the mare. "Pokey dear, I'm getting close."

"So?" Pokey asked. "I'm the one who can't go multiple rounds right?"

Rarity hadn't thought of it that way, her previous times (which could be counted on one of Spike's claws) had been one orgasm apiece fairs, or just one for the stallion in the case of her second time. Thinking on it, Rarity realized that if she could just keep moving, Pokey could arrive in his own time even if she peaked.

"You're right... proceed." Rarity chuckled as Pokey began a new rhythm of penetration, in, pause, out, in out, pause. The warmth within Rarity formed a deep throated moan and a clenching of her legs as her entire being seemed to burst at the synapses with unadulterated pleasure. Pokey could sense the emotional love as Rarity's own motions slowed slightly, then began to pick up again as the mare was determined to bring her colt friend the ecstasy he had delivered.

After a few frenetic motions Rarity spoke again. "Pokey, pull out for a second, I have an idea." Obliging wordlessly, the blue stallion lifted himself from Rarity. Free from his grasp, Rarity rolled onto her back and shuffled to the edge of the bed. "Try it with your back hooves on the floor and we can do this face to face." Pokey nodded as he adjusted himself accordingly.

The new position offered a better grip and Pokey pressed his throbbing spire against Rarity's outer lips before pushing forward, piercing her again and summoning a united grunt of pleasure as the stallion began working. Pokey glanced down at Rarity and saw her face. She was feeling yet another orgasm building up within her. Pokey could sense the cloud of love around him and he took it in, the half-lidded stare of Rarity in conjunction with aroma of her affections caused a bubbling sensation to well within Pokey. His eyes widened as he realized what was happening and slowed down. Causing Rarity to tilt her head. "What's the matter darling? Go ahead."

"But what if I get you pregnant?"

Rarity smiled at this. "I'm out of season dear, there's no risk of that, didn't you know?"

Pokey ears twitched as he looked at the headboard. Changelings were always... capable. It made rebuilding hives easier, he hadn't paid much attention to anatomy in school, thinking none of it would ever apply to him. Going over it in his head, Pokey realized that as a different species impregnation must have been impossible. Nodding, he began to vigorously pound into Rarity. Within each a heated passion rose, and as Pokey slammed himself into Rarity a final time, and the two let sound two immensely gratified moans, Rarity continued to gyrate as Pokey's member emptied into her, bathing her insides with his hot fluid and mixing with her own lubricant. Pokey laid his head across Rarity's chest.

Panting, Rarity looked down at her partner. "Pokey, my love, are you sure you never did this before? That was the first time I ever came twice." Rarity asked, stroking her stallions grey mane as he adjusted and pulled out.

"I was a little nervous at first, I guess that just made it a little hard to get into it. It was easier seeing your eyes, knowing you wanted me." Pokey said as he climbed into bed beside Rarity. Goddess, I wish could just tell her the truth, but I don't want to ruin this moment. Rarity snuggled against Pokey as the two drifted off to sleep, both knowing that they loved each other.

Chapter 11: The Kingdom Within

Chapter 11: The Kingdom Within

Pierce found himself in the middle of the dark chamber within his mind. Damn, he thought.

"Very good Pierce, I underestimated your... capacity."

What's she getting at? Ah well, she'll reveal her angle eventually, Pierce thought.

"I mean, getting the mare to give her whole heart out to you? Strengthening you? Taking it all in and becoming so powerful? I should have realized you were in this for the long haul."

"I intend to stay with her, yes." Pierce interrupted.

"I wasn't finished!" the queen hissed. "Now that you've shown yourself to be such an adept hunter, I can offer you something I am not wont to give out lightly... a second chance." The voice waited for some prodding by Pokey, but none came as the blue stallion remained silent. When the final traces of her proclamation faded out she continued. "But still, you have to do something for me... kill her."

"HA!" Pierce barked. "And why would I do that?"

"Do this and all is forgiven. You can return to the hive, and I'll make you my highest general, my king!" the voice responded, trying to don a saccharine tone. "With your strength, and the Elements of Harmony broken from the death of that hussy, we can go out, and topple that bitch Celestia once and for all! You and I will be king and queen of Equestria, you won't have to hide what you are."

Pierce shook his head in contempt. "So many years, and you still think I would care for the kingdoms out there in the world?" Pierce gestured with a hoof to his chest. "When I have love in my heart?"

"HYEAGH!" The voice screamed, but no assault of horrid images came. Instead, a series of hoof steps sounded in the distance. Pierce looked in the direction it emanated and saw... his forebear, his progenitor, not of flesh, but of soul. The young, sharp horned blue colt that he had been forced to feed upon all those years ago, whose mind showed him to love and be loved.

"Is this some trick of hers to make me feel guilty for lying to Rarity about what I am?" Pierce asked.

The blue colt shook his head. "No, she's gone, at least for now, I wanted to talk. To tell you that I'm glad you've been able to forgive yourself for what thought you did to me."

Pierce sat down, tears welling in his eyes. "But I killed you! I didn't forgive myself, how could you forgive me for what I did?"

"It was Snaggle who killed me, but you preserved me, my thoughts, my memories, few as they were, you took them in and kept them close. You and I became close, you my body, and I your conscious. Together we've been able to live a life neither of us could have lived," the blue colt responded. Pokey, that young foal whose life had been cut short, to Pierce, the now grown changeling he had become.

"But I still took you in, fed on you," Pierce began.

"And didn't throw out the remnants when you finished like other changelings. You kept me in there, let me be your guiding light, your reminder to never again allow the contrivances of nature to harm those you cared for. Keeping me was your decision alone, that is the truth, that is why I know you are not like... her." The colt's spine chilled at the thought of even mentioning the queen.

Pierce got up and walked to the colt and nuzzled him, offering what comfort he could. "Thank you, I'll live, for you."

"For us, and Her." Pierce nodded in agreement. The blackness beyond shifted and swirled as Pokey Pierce entered a deep slumber, far from the queen in space and in mind.

*****

The queen turned to a green cocoon nestled in the corner of her chamber. Inside which lay a catatonic pony. "I grow... hungry." The queen dipped her horn into the cocoon, piercing the slimed coating, and then the ponies neck as a line of crimson blood gushed out of the wound she produced with her horn. She began feeding on the pony's memories of past loved ones, forcing it into her. The pony's hooves cracked as its vital essence was drawn out and trails of blood rolled forth. The pony's eyes shot open and a gurgling was produced as it tried to scream in agony through the hole in its throat. Soon the form grew still and silent.

"SNAGGLE!" the queen screamed, lifting herself from her meal and pacing furiously from one side of her rounded chambers to another. “I haven’t been this infuriated since that fop Blueblood stopped my plans in Stalliongrad!”

The clatter of insect legs against stone sounded at her door. "Yes, O' Queen?" Snaggle responded. The changeling was covered not only in natural chitin armour, but in blackened, charred sheets of metal that were harnessed to his frame. An enforcer of the hive, Snaggle was at the beck and call of the queen to do her bidding.

"Pierce has squandered his gifts, he wants to spend his life with that... THING!" the queen replied. "He who was my brightest son, our greatest hope! I remember when I heard how quickly he learned to fly and cast magic." The queen turned. "To think that now he is so ugly where once he was so fair." The queen breathed. "But this can still be done, he spends so much time alone with her, that much he has done for us. Which is why." The queen turned and stepped towards Snaggle. "I need you to take the final action, go to Ponyville..." At this the queen spat out a green wad of bile. "and do what Pierce cannot, and then you will kill him, for none shall disobey my law!"

Snaggle inclined his head. "It shall be done, O' Queen." He turned and made his way out of the hive, the journey was long, but if any could make it through the constant patrols of the frontier of Equestria to strike at the heart of Celestia's vaunted elements, it was Snaggle.

The queen looked to a wall on her left, where several more cocoons were perched. The royal changeling spoke out gutturally, "I still... hunger."

Chapter 12: Tea Party

Chapter 12: Tea Party

It had been four days since Rarity's night with Pokey, and it was an afternoon for the girls. Their regular get-togethers had always were, something Rarity looked forward to with as much enthusiasm as spa trips with Fluttershy, and closely rivalled her time spent with Pokey. The white mare walked into the library, where the girl's tea party was usually held. Inside, Fluttershy, Pinkie Pie, Twilight Sparkle, and Rainbow Dash were already seated and chatting.

"And then Spike toppled on the ground from his botched glide, and I trotted up to him while Fluttershy was all like 'Um are you okay?'. Then Spike jumps to his feat and yells 'That was AWSOME!' Fluttershy fell over from the shock!" Rainbow Dash concluded, eliciting laughs from all around, including an unoffended giggle from a blushing Fluttershy.

Twilight was the last to finish her guffaws. "Hahahaha! That does sound like something he would do these days. You've had a lot of influence on him and Scootaloo Rainbow Dash.” The Element of Magic turned to the door and spotted her white friend. “Oh, Hi Rarity we were just swapping some stories waiting for Applejack to get here."

"Good afternoon girls. I say Pinkie, the punch bowl and tea for today smells divine," the white unicorn responded as she served herself a cup of green tea.

"Thanks! The Cakes wanted me to share it to see what you all thought of it, they're thinking of introducing some new beverages at Sugarcube Corner, and they wanted to know if they got the recipe right!" Pinkie Pie exclaimed.

Rarity tentatively blew on the steaming brew before sipping delicately. "Mmm Pinkie, this is good; you can tell Mr. and Mrs. Cake that I for one approve of this beverage," Rarity stated as the warming liquid soothed her throat.

As Pinkie's eyes bulged, more so than usually, the library door opened again to the entrance of the Stetson-wearing farm pony, Applejack. "Howdy y'all, nothin' important come up while ah got here? Me n' Big Mac had some stumps to remove this mornin' sorry ah'm late."

"Nothing much, take a seat AJ, and we can talk important stuff," Rainbow Dash replied. As Applejack took a seat with a glass of punch Rainbow turned to Rarity. "So... you never did tell us how your latest date with Pokey went."

"You're right, I didn't," Rarity replied. Shifting her legs uncomfortably.

"That good?" Rainbow asked, the implication dawning on all the others when Fluttershy squeaked.

"EEP! Oh, you don't have to tell us if you don't want to Rarity."

"It's quite alright Fluttershy." Rarity assured the butter pegasus beside her with a comforting hoof. "I'm not ashamed to admit, Pokey and I are together, in the fullest sense of the word." A tingling sensation ran through her at thinking over spending time with him.

"Aw shucks Rarity, ah always thought you'd be the last of us to find a nice stallion." Applejack nudged the fashionista's side good naturedly. Rarity cast a slightly hurt frown at the orange mare before Applejack continued. "Ain't nothin' on you personally, y'all just always seemed to have the firmest idea of what ya wanted outta yer special somepony. Ah mean, remember how you were, tryin' to get that Prince Blueblood to give ya the time of day?"

The memory drew out fond chuckles from the friends when Twilight spoke. "Yes, it’s still strange getting letters from Ditzy and Dinky talking about how happy they are with him.” The purple mare turned to Rarity with a gleam in her eye. “I'm really happy for you Rarity, seeing you and Pokey together had given me a few ideas on friendship lesson's I could write to Princess Celestia."

"Thank you all for your support, but enough about me, how are you all doing?" Rarity asked. Rarity shifted in her seat trying to scratch an itch.

"Been doing good, I've been practising a whole bunch for the Wonderbolts recruitment show. I'm sure to get in this time!" Rainbow answered.

"I've been doing very well. None of my little animal friends have been hurt, and I'm all caught up on preparing their hibernation dens," Fluttershy responded.

"Well enough I suppose, Spike's been out and about a lot more lately. I guess everypony around town has a use for an adolescent dragon," Twilight commented.

"Useful? Shucks Twi, havin' Spike around to help with cookin' apple treats is the best thing to happen to the farm since Applebloom found her special talent!" Applejack chuckled. "Speakin' o' which, how's your sis doin' Rarity?"

"Oh, Sweetie Belle is doing fabulously in her musical studies, but now that you bring it up, she has wanted a larger audience than myself for her practice sessions," Rarity replied. The fashionista stood up and walked about, her tail fanning around the room.

Pinkie Pie bounced at the implications of this. "Oo! Oo! I know! We can all listen to Sweetie Belle practice her songs, and we can all help her totally become the bestest, greatest, singiest singer in the whole of Equestria!"

Twilight nodded. "That sounds like an excellent idea Pinkie. What do you think Rarity? Would you ask Sweetie Belle if she'd like us to listen to her practice?" The purple mare asked.

"Of course I'll ask her, she's been so anxious about getting her list of songs for the Hearth's Warming Eve celebration here in Ponyville prepared," Rarity replied gratefully.

Fluttershy gasped. "Oh my, the Hearth's Warming Eve celebration? Sweetie Belle is going to perform in that? I remember how nervous I was all those years ago when we performed in Canterlot."

Rarity nodded with her face flush, inciting Rainbow Dash to offer her own thoughts on the matter. "Wow, performing for something like that? Colour me impressed. You know, for a singing performance and all that."

"But you're already so many colours Dashie!" Pinkie bubbled. The mares all laughed, and continued socializing and catching up on the week's events, and setting up a time for Sweetie Belle to perform for the rest of the girls. The next Friday was decided upon, though Rarity would not be attending that herself, she had already given all her advice and support she could to Sweetie Belle. The white mare also hoped that Friday she could gather some gems and spend time with Pokey.

*****

Pokey was adjusting a spring on a fascinating piece of gadgetry. The device was a helicopter that Rainbow Dash had made, or bought, she never specified, for Tank, her pet tortoise. Pokey hooked the last piece of coiled metal into place and closed the maintenance panel, grinning as he did so. "Thus another stubborn doo-hickey is fixed by me, Pokey Pierce, friendly neighbourhood..." Changeling, Pokey finished in his mind. He sighed dejectedly as he thought about Rarity. I’m going to have to tell her the truth eventually. Pokey’s heart began pounding as images of him being locked in some Canterlot dungeon flashed through his mind.

Pokey stepped down into his basement to his moulting room, eyeing the mirror Pokey began.

"Rarity, I have to tell you something... You know how everypony has? No. Rarity, I love you, Do you... No that won't work. Ugh!" Pokey huffed in frustration, hoofing the ground and glaring at it, willing it to yield some answer for this. An idea sparked in Pokey's head as a new approach to his conundrum offered itself to inspection. His eyes widened and he nodded. Soon green flames enveloped Pokey and in the mirror could now be seen a perfect rendition of Rarity.

Ok, just pretend you're talking to her. "Rarity, darling..." The faux fashionista paused. Pokey had imitated Rarity perfectly, in voice and in speech. Clearing his throat, Pokey gathered his magic to change his voice box. With that done he began speaking. once more.

"Rarity, you know that I love you right?... And you love me?... Well the reason I ask is because I have to tell you something I've been terrified to tell you before. ... Well its just that what I have to tell you may change our relationship and I want you to know that I'm sorry for waiting so long to tell you... Please, bare with me, I love you, and know that that is true. Rarity, I'm not what I seem to be on the outside, inside, what I've felt for you, what I've done and said, that was all real, but this, my outside, isn't... I'm a changeling." Pokey cringed at uttering the words, but he had said them, he had rendered them into reality. Now I just need to tell Rarity, he thought. I need some place isolated and outside of Ponyville in case she doesn’t take it well.

While thinking on the matter a knocking sounded from above. Pokey stepped up the stairs, green flames enveloping him and replacing white fur with blue. Pokey answered the door to see Rarity.

"Oh hi Rarity! I was just thinking about you, come in." The blue stallion stood to the side, letting Rarity inside. Rarity took a seat by Pokey's workbench and Pokey sat on the opposite side. The azure unicorn spoke first. "Rarity, what brings you--" Rarity locked lips with Pokey, cutting him short. She pushed forward and backed him into a counter.

The alabaster mare broke her lips from Pokey long enough to leer at him. Her tail twitched and flicked about. She plunged her lips back to Pokey’s and was pressed her tongue against his lips.

The blue unicorn glanced around the room nervously and saw the sign to his store was still advertising it as open. Pokey’s horn glowed as the sign spun around. Rarity bit at his lip and he quickly opened his mouth to let her in.

Rarity’s tongue pounced upon Pokey’s and began wrestling with it. Moist muscles coiled around one another as the ivory mare lifted herself onto her hind hooves and hung onto him. Both unicorn’s horns were glowing brightly of their own accord when the mare pulled back once more. She wrapped her mouth around Pokey’s horn and she sucked it gently. The stallion shuddered violently at the action and gasped jaggedly, “D-do you w-want to take this to my room?”

Rarity pulled away and dropped back onto the floor she nodded quickly and walked by Pokey, her tail smacking the side of his face as it passed by.

Pokey followed the sweet emotions that were gushing from Rarity with his eyes half shut. A yellow light exuded from his lover before his changeling senses. When a tendril wrapped around Pokey sheer ecstasy coursed through him. Every fiber of his being was telling him that every fiber of her being wanted him.

The two reached Pokey’s bedroom and Rarity magicked the curtains shut. Pokey waited as the mare walked back to him and kissed him on the lips. She then began pecking him on the cheeks, then his forehead, then she licked up to the end of his horn, playing with the sharp tip before enveloping it in her mouth and suckling once again. Her tongue pressed and massaged Pokey’s horn as the stallion’s eye’s rolled back.

“Uuuunh! Rarity, how did you know this would feel so...” Pokey drifted off as Rarity began tugging on his horn. As her tugs became more forceful she took a step backward, making the blue stallion follow suit. Step by step the alabaster unicorn led the blue to the bed.

Her tongue play was causing a faint pressure to build inside Pokey’s head and a warmth to spread throughout his body. He felt a tingling his his hooves and it moved its way to his head. A field of magic burst and blue unicorn let off a directionless spell. He could see a light show play within Rarity’s mouth as he began to climax with his sensitive horn. The mare’s eyes widened and she clenched her teeth around Pokey’s horn. A jolt of pleasure shot down his spine and as he let out a yelp and the lightshow brightened for a few more seconds.

Rarity pulled away and glanced between Pokey’s legs, his penis was fully erect and she smiled. “Let’s get on your bed dear,” Rarity said.

“Rarity, this is a little sudden, are you alright?” Pokey asked as the mare hopped onto her bed and exposed her marehood to him.

Rarity turned back to Pokey and twitched her tail in agitation. “I just felt like seeing you again, and when I got here, you looked so handsome I just, well, I’ve thought of a few things we could try out.”

Pokey sniffed as a waft of air reached his nose. It was conflated with odours both emotional and physical. The azure stallion breathed deeply and then went to join Rarity in bed. He settled himself on top of her and reached over and gripped her mane in his mouth.

Rarity gave a small squeal of delight as he pulled gently. She could feel the warmth of his member along her back. Pokey lifted up and reached back with a hoof to adjust himself. When his member stroked the Rarity’s petals she bit her lip and waited for him to enter. When he pushed forward her vulva parted easily as she lubricated Pokey in her juices. He reached in all the way and his hips hit her flank with a slight jerk. Pokey pulled out slightly and then pressed back in again. Rarity could feel the head of his rod stroke every single fold inside of her.

Oooooohhh, this just feels sooooooo good! she thought to herself. Pokey began picking up pace and a slapping sound emanated each time he brought himself all the way. The feeling of filling was spreading throughout Rarity as her eyes rolled back and she growled hungrily.

The moment arrived and Rarity was pushed over the edge she felt her hooves go numb briefly as every synapse in her body screamed in unadulterated ecstasy from Pokey’s generous loving.

Pokey could sense a cloud of love that permeated the whole room filling him with energy and building tickling sensation in his balls. He could feel the tip of his penis twitch inside Rarity when he climaxed, sending his seed into her and mixing with her natural lubrication.

Pokey gripped Rarity’s sides and pushed himself deeper into her with greater force and alacrity. When he began softening he pulled out and lay beside his mate. They panted for a few minutes. The cloud of loving energy was still flowing into Pokey, filling him with renewed vigor. He looked down at his spire once more when it was at full attention.

“Do you feel like going another--”

"Hush, I just had a wonderful idea for a date,” Rarity interrupted. “This Friday Sweetie Belle is going to be practising her songs for Hearth's Warming Eve for my friends. I was thinking that I could use that time to gather some gems at the quarry, and I'd simply love if you could keep me company. We could make a picnic of it?" The alabaster mare added, eyes full of longing.

The quarry? That's opposite of Canterlot's direction, its pretty isolated, but Rarity would still be in a good mood, Pokey thought, speaking the conclusion with a smile. "That would be perfect." With that Rarity extended her neck, embracing Pokey's mouth with her own, and moaned softly as they shared a deep kiss.

Rarity felt Pokey’s stallionhood brush against her belly she looked at him and smiled. “Want more?” she asked.

“Yes please!” Pokey said with a smile and a nod.

She lowered her head to Pokey’s member and licked the glistening penis. Rarity was rewarded with a flavored cocktail of his semen and her vaginal fluids. It was warm and sweet and she squinted her eyes in delight as she began stroking the member with her tongue. She moved in small circles around his member, creating an upward spiral until she reached the tip. She took the whole thing in her mouth and began bobbing up and down. The ivory mare let Pokey’s member slide in and out from her lips, casting loving glances up at him from her position.

The blue unicorn had his head back and was enjoying the ride, the love energy still flowing into him, revitalizing him at a time when most stallions would have fallen asleep. Rarity began to use her teeth and Pokey’s eyes fluttered.

“Mind if I get on my back?” Pokey asked.

In response Rarity stood up, keeping her mouth over his cock and tending to it. Pokey rolled onto his back and looked down on Rarity.

Her tail was swinging to and froe. Rarity could feel a tightness in her folds and natural fluids began flowing again. An itching sensation built up in her nethers as she continued. A warmth blossomed in her pussy when Pokey gave out a soft cry. She was dripping onto the sheets.

Rarity pulled her head away from Pokey’s crotch and lowered herself over the stallion’s virile organ. She let his penis tease the outer folds of her slit before a heat radiated out from her pussy. She impaled herself upon his member. “Heeeaaayyah!” she yelled at the tightness she felt as she forced herself onto him. He felt even bigger this time and she began lifting and lowering herself frantically. She could feel his heart beat through his chest into her own; she could also feel a faint pulse from his spire her vagina was so tight this time.

Pokey could feel himself cumming when Rarity gave a delighted giggle. “I feel it! I’m getting close!”

“Me too!” the blue stallion responded, moving his hips in tandem with Rarity’s.

A tingle worked its way from Pokey’s horn down to his dick as a similar sensation worked through Rarity’s tail to her clitoris, rubbing against the stallions stomach.

Pokey gave another shot of his hot liquid into Rarity as the walls of her ditch clenched and spasmed. Every muscle of each unicorn quivered as the delight washed over them. Rarity fell onto Pokey’s chest and looked at him half-liddedly.

“I know this is obvious, but I love you,” Rarity stated.

“I love you too,” Pokey gasped. “I can’t wait for the picnic this Friday!”

*****

On the outskirts of Ponyville, a lone figure stood, a soft green glow enveloping its horn. Cutting off the flow of magic for his detection spell, Snaggle grinned. "Likewise."

Chapter 13: What is Unknown

Chapter 13: What is Unknown

It was Friday, and all was well, right, and proper in Equestria. Sweetie Belle and Rarity's friends were at Twilight's Library, and Rarity was eagerly awaiting Pokey's arrival for their planned picnic and jewel gathering. Rarity looked back on the time she had known Pokey. So wonderful, both in bed and out, she thought.

A knock sounded at the door and Rarity levitated a picnic basket into the air. Trotting to the entryway Rarity called out "It's open!" With that Pokey Pierce opened the door with his magic.

"Hello Rarity sweetheart, are you ready to go?" the blue stallion asked.

"Of course," She replied, and the two set off towards the quarry.

The trees were all out in the full regalia of autumnal hues. Vibrant reds mixed to oranges and yellows, not a trace of green could be seen among the leaves, and brown was tinting the leaves of some trees. On the ground the detritus made a soft rustling as the couple's hooves shuffled through the path to the quarry. As they made their way to their destination the trees became less frequent. Soon, all that adorned the ground was a number of leaves that had been blown to the split rock of the quarry.

Rarity's horn began to glow as she set to casting her gem detection spell. "Hmmm, ahh, yes, definitely here." Pulling a shovel out of her bag, Rarity began extracting the precious gems from beneath. "Pokey, would you be a dear and carry the gems for me?"

"Of course," Pokey replied.

The two continued deeper into the quarry along a cliff, one side reached up like a great fist to the heavens above, and the other plunged to the depths beneath. While Rarity was extracting a rough hewn, fist sized sapphire from the cliff wall. Pokey walked towards the other edge and gazed below. The drop went for at least 50 feet. On the opposite side of the canyon, various holes dotted the cliff face. Pokey levitated a stone over, and, giving it a once over to ensure it was not a gem, cast it below. Halfway down the drop the stone was close to one of the holes, when a massive red tendril shot out. A gaping maw filled with razor teeth, gleaming white with the promise of a thousand deaths, enclosed the stone and as quickly as it had extended, retracted into the pit from whence it came.

"Quaray Eels." Pokey lifted his head to look over to Rarity as the white mare continued speaking. "They feed on birds that fly past their nests, Rainbow thinks they make good sport, Fluttershy insists they would never hurt a pony, I don't see either being true."

"Guess now I know why you usually make this trip alone. Could be dangerous if somepony wandered too close," the blue unicorn replied.

Rarity lifted a hoof up to her horn and winced as she touched it. "We have found quite a few gems..." She turned her head to Celestia's sun as it reached its zenith. "I suppose now would be as good a time as any to have our meal."

Pokey nodded in affirmation, and in resolve to his own course of action. This is it; I'm going to tell her the truth. If she hates me for it, it will hurt, but this is for the best. I don't want to go through this life with any lies or deceit, the changeling thought to himself. Rarity set a picnic blanket and various food items on it. Best do this before she eats, in case..., no I can't dwell on what might be, I just have to see how it goes. "Rarity, there's something I need to discuss with you."

The white mare stopped with a wine bottle set on the blanket and tilted her head. "What is it dear? Is something wrong?"

"Do you love me?" Pokey asked.

The seeming non sequitur put Rarity in a state of befuddled amusement. "Of course I do, isn't that much obvious?"

"This will all make sense when I'm finished, you know that I love you too right?" Pokey continued.

"Well I figured as much, you couldn't fake what we share," the white unicorn replied.

"It's just that what I have to tell, you, I've been terrified to say, it will likely change our relationship and I'll understand if you can't forgive me--"

At that moment a green bolt of energized flame struck the side of Pokey's head, rendering him silent and unconscious.

"POKEY!" Rarity screamed before she felt herself plunged into a magical grip. Twisted to face her assailant, Rarity was met with the twisted visage of a changeling. Its blackened chitin armour was flanged, twisting to form spikes in random spots. Hanging loosely over it all was an unkempt set of steel plates. Then there were the eyes, by Celestia they were the image of horror. A prismatic collection of compound lenses that diffracted light to a sickly moss green. By themselves they conveyed no intention, no emotion. With those crystalline eyes set above the scowling maw however, every instinct in Rarity was rendered an incoherent blubbering.

Slowly the magical field surrounding Rarity pressed her into the ground, and then kept pushing. Air was forced from Rarity's lungs as her body was locked in a struggle with physics keeping two pieces of matter from occupying the same space. Rarity felt a crack in her side and she screamed in agony. A smirk spread across the changeling's face as it stepped towards Rarity, the squeezing had stopped, and the white mare was left on the threshold of oblivion as the onyx monstrosity spoke.

"So much food, and Pierce never saw fit to bring it back to the hive? I'll just have to correct this." A rasp filled the background of its voice.

With a scream Rarity felt an alien source of magic probe at her mind. Her thoughts turned to Pokey, in equal portion of fear for her stallion, and of the magic's turning about. Then Rarity felt a seeping, a draining, as if the whole of her being was being siphoned off. In a few seconds Rarity felt a new feeling, a warm trail flowing from her nostrils, and then from her horn. Rarity looked up with her eyes to see a small rivulet of blood twisting its way down her horn from the tip. Then, across her Cutie Mark a gash in her flesh formed, as though a paper thin blade had been inserted, severing all, and pulled out, leaving the open wound to leak out more crimson fluid.

"Hyeagh!" a yell bellowed as Pokey charged the changeling. His horn pierced an unarmoured joint, embedding itself and causing a clear, green flecked slime to seep around the edges. The magic holding Rarity in place was lifted and Pokey hollered "Rarity, RUN!"

Adrenaline served its purpose, and Rarity got to her hooves, and began galloping, ignoring the lesions and sores that had formed on her pure white body.

Snaggle roared and twisted his body, trying to snap Pokey's neck from torsion. Pokey pulled back and was left to face Snaggle, an inch wide chunk of flesh gouged out from his shoulder. "My my my, Pierce, how you've grown, I dare say that your time here has served your natural appetites quite well."

"I haven't lowered myself to doing what you did to me all those years ago!" the blue stallion yelled.

"To you? Whatever do you mean? I killed that... oh, OH! Hahahaha!" Snaggle laughed, ending in a snort of derision. "So that's what led you to run away dear Pierce, never threw away your scraps like a good changeling, held onto it, like some antiquarian attaching meaning to anything he so happens to grasp?" Snaggle took a step forward. This prompted Pokey to charge again, Snaggle sidestepped and continued. "Now, now, Pierce, is that any way for hive-mates to behave with one another?"

Turning around Pokey charged again. With a sigh Snaggle sidestepped just before connection, but Pokey pivoted on his fore hooves and swung a full one eighty, back hooves clipping Snaggle in the jaw and staggering him back a few feet. Shaking his head, Snaggle turned just in time to see a green blaze make contact. Snaggle felt Pokey's jagged horn slice through another chink in his protection as they were tossed over the side of the cliff. Snaggle snapped out his wings and orientated himself to be above Pokey, and his hooves wrapped around his adversary.

The pair was hovering in mid-air, Pokey, kept from moving by the vice of Snaggle's four hooves. "Ah, did you volunteer to be my landing device?" Snaggle called, starting to let them fall with Pokey facing the ground. "So kind." Pokey couldn't pull his horn straight out, but the strength in Snaggle's limbs were devoted to preventing that one motion. Pokey Swung his horn upwards; his own horn snapped off against Snaggle's steel armour. In pain, Snaggle released Pokey and the two settled on the canyon floor. Green slime was pouring from both changelings mouths when Snaggle spoke again.

"No horn? Now you're just a cripple, Might as well finish you before I go thrash that hussy.” Snaggle launched another bolt at the disorientated Pokey, sending him careening towards the center of the canyon floor. Pokey dragged himself along his back. Wasting no time, Snaggle flitted over and planted his hooves on Pokey's own. "How does some eye surgery sound?" Snaggle asked. Lowering his head. In that moment Pokey spat out, a gob of changeling spit landing in Snaggle's eye.

The momentary lapse in concentration was enough; Pokey worked out his back hooves and bucked Snaggle in the chest, sending the changeling into the air. Opening his wings Snaggle hovered in mid-air, smiling. "You've spent too much time as a pony. You forget that I can fly. But now, it's time to--"

What Snaggle had not noticed was his precarious proximity to the pit laden cliff face, and with that mistake he was snatched from mid-air by a Quaray Eel. Pokey didn't even get to hear Snaggle's screams of agony. He had lost a lot of blood from his severed horn. With a smile the Pokey Pierce passed out.

*****

Rarity burst through the door of the library, and skidded to a halt, knocking aside a tray of cupcakes. "Pokey! At the quarry! We were attacked! Help!" she screamed.

Twilight rose to her hooves and trotted to her friend's side. "Rarity? What happened? Who attacked you?"

"A changeling! We have to go!" Rarity turned and tried to run back out the door but was stopped by Twilight.

"Hang on, I can get us there faster." Twilight's horn began to glow. "Ready girls?" Nodding, Applejack, Pinkie Pie, Rainbow Dash, Fluttershy, and Sweetie Bell gathered around the two adult unicorns, with a flash, the group found themselves at the entrance to the quarry.

The group made their way into its depths as Twilight questioned Rarity. "Take us to where the changeling attacked, what can you tell us?"

"It had spikes on its shell, and it had metal armour too! A-and the eyes! Green! Here! It attacked us here!" Rarity gasped, pointing out a depression in the earth. Small flecks of blood had congealed on the ground, prompting Fluttershy to turn her gaze away.

Twilight called out, "Rainbow Dash, fly up and see if you can see any sign of Pokey or the changeling. Fluttershy, Applejack, Sweetie Belle, tend to Rarity, whatever that changeling did to her, those injuries look serious." Twilight turned to Pinkie Pie. "Pinkie, we'll search the rest of the quarry." Snapping off a salute, Pinkie obliged and began following the lavender mare, customary bounce absent in worry for her friend Rarity.

"I see something!" Rainbow Dash called out, darting down the canyon out of sight, her voice sounded in the distance. "Watch out for Quaray Eels!"

Twilight and Pinkie began their way down the cliff, the path spiralling to the left. At the bottom, Rainbow was beside a black mass surrounded by a pool of translucent, green tinted ooze. "I think this is the changeling," Rainbow called out to her purple and pink friends. "No armour though, what should we do?" Twilight walked up to the limp form, its sides were rising unsteadily, and a large scab was formed over its shorn-off horn.

Twilight spoke, "Let's bring it back to the others, we need to question it... provided it wakes up."

Obliging, Rainbow Dash and Pinkie began lifting the changeling up and the three mares began their ascent. In the distance the others could be seen. Rarity was on her side and Fluttershy had returned with leaves for a poultice. Applejack, by mere presence, was allowing her earth pony magic to aid in healing. Sweetie Belle was holding Rarity's head in her hooves, trying to provide some comfort. The changeling was set on the ground, the light thump of its body hitting the ground prompted the blood-spattered, white unicorn to look up, when her eyes met the onyx figure, her eyes narrowed in a rage and she tried to stand up.

"Woah girl, is alright, just sit down and let Fluttershy tend to yer--!" Applejack was cut off as Rarity pushed her aside. The white mare walked to Twilight and opened her mouth.

"Twilight, wake it up."

"I don't think that's the best idea. Whatever happened to Pokey it most likely knows where he is. If I force it awake it might not last long enough for us to get the information we need," The purple mare responded.

"Twilight, I am the Element of Generosity, please, give this to me once." Twilight gulped and tried to speak. "Now," Rarity concluded.

Sighing, Twilight lowered her horn to the changeling, releasing a spark of magic to resuscitate it. The changeling gasped out, and Pokey cried out "Ahhh! My horn! Wait, where am I?" The voice sent shivers down the mares' spines, the voice was Pokey's but without the disguise, there was a rasp.

Resolving herself to action Rarity spoke. "Where is Pokey, monster? What did you do to him?"

Pokey saw Rarity and sighed. "Rarity, thank Celestia you're sa--... Wait... monster?" Pokey cast a look at himself, his vision met with his body as it actually was, a charred obsidian husk. "No..." Pokey tried to gather his magic but all that came was a shock through his shattered horn. "GAH!" the changeling screamed. Pokey lowered his head. "Rarity, this is what I wanted to tell you, I'm a changeling, it's me--"

"Don't lie to me!" Rarity screamed. Casting off from her alabaster form was the black and red hues of anger and rage. The emotions entered into Pokey, draining his strength.

"Rarity... I'm sorry I didn't tell you earlier." Pokey said, desperately wishing that he could convince her.

"Stop it! I know you're not Pokey! Where is he? TELL ME!" the white mare screamed hysterically. A lash fury whipped at Pokey, his strength fading, the changeling slumped to the ground.

"NO! Get up!... Twilight... We have to search, look for..." Rarity began feeling faint herself, adrenaline finally leaving her body to recoup on its own, Pinkie caught Rarity and lowered her to the ground.

The others gathered around the two limp forms, what were the five Elements of Harmony, and the sister of the sixth, to do?

Chapter 14: Find Him

Chapter 14: Find Him

Rarity was lying in a hospital bed in Ponyville. Her wounds were covered in gauze and various machines ensured she was hydrated and breathing. The metronomic beeping of a heart rate monitor made Applejack’s ears twitch with every sound. The farmer pony was tapping her hoof on the ground anxiously.

“Why isn’t Twilight here yet? Ah know it’s real important to report this to the Princess, but it’s been over three hours!” Applejack complained. The orange mare moved a lock of Rarity’s mane from the fashionista’s face. “Goddess, what did that thing do to yah?”

Fluttershy’s face was buried in her pink mane looking out at her grievously injured friend. Her eyes watered with barely contained sorrow as she extended a wing over Rarity.

“I don’t know!” Rainbow Dash exclaimed. The cyan mare stood by the door and gently kicked the wall, causing a loud thump to emanate through the private room. “Twilight was obsessing over that changeling we found. I guess she’s waiting for the Royal Guard to come and take it away.

A voice sounded out in the hallway. “What do the tests say? What happened to my sister? Is she going to be alright?” The door opened revealing Nurse Redheart and Sweetie Belle. “Tell me!” the pastel-maned filly demanded.

“I’ll tell you everything once Ms. Rarity wakes up. She was taken off the anaesthetic an hour ago and she should be waking up shortly. Rest assured she is in stable condition.” The nurse fished out a chart from her saddlebag and lay it on a table. The white earth pony looked over at Applejack and nodded. “Thank you for staying here Ms. Applejack, all of you.”

The orange, yellow, and azure mares nodded in turn. When they looked back at Rarity she was wincing. Her ears twitched and her breathing rate accelerated. “Pokey,” she muttered as her legs started to move frantically. the white mare’s eyes snapped open and she sat up. “WHERE IS HE!?” she screamed.

Applejack reached over with a hoof and touched Rarity on the shoulder. “Calm down Rarity, yer safe.”

“Not important! Have to find him! The changeling! Did he tell you anything else?” Rarity looked about frantically from wall to wall before locking her eyes on the door. She tried standing up but was pushed back down by Nurse Redheart.

“Ms. Rarity, calm down, you’ve been a victim of changeling force-feeding.”

“It doesn’t matter what it did to me! I have to-- OW!” Rarity clutched her side in pain. Nurse Redheart placed a hoof on Rarity’s shoulder and sternly stared into her eyes.

“Mam’ I’m going to have to ask you to calm down. Rest assured I’m certain that your other friends are doing all they can to find your coltfriend.” Rarity lay back into her bed and nodded. The nurse cleared her throat and began. “Okay, you have suffered multiple injuries as a result of a changeling forcefully extracting love energy from you. They usually only do that if they’re desperate or intent on killing a victim in order to replace them. You have multiple lacerations and a broken rib.” Nurse Redheart reached into her satchel and pulled out a pill bottle. “Take one of these with every meal, they’re painkillers.”

Rarity looked over to her friends and sister and asked, “Where are Twilight and Pinkie?”

*****

“Not now Pinkie! I need to look up some facts about changelings for the Princess!” Twilight announced. The pink party mare was standing by the entrance shifting nervously. “Spike,” the purple mare called, “did you find the Equestria Bestiary?”

“Right here,” the dragon answered gliding down from near the top of a shelf where he was hovering. He handed Twilight the book and she immediately began flipping to the part on changelings.

“Changelings,” Twilight began, “are one of several predatory sapient beings that roam Equestria. However, they have the unique dependency of having to feed on the emotional states of other intelligent creatures. Their adaptation to morph into several different species, including diamond dogs, ponies, and to a lesser extend gryphons and dragons, allow them to take the place of a loved one and naturally absorb love.” Twilight skimmed a bit and continued reading out loud. “If a changeling is unable to find a host to feed on, it may forcefully extract love energy, however, the process is highly inefficient, and often results in death of the host/prey. This action is only committed when a changeling is enormously undernourished, or wants to specifically kill a pony to replace them.” Twilight set the book down and walked towards the basement.

“Twilight?” the pink mare asked, worry in her eyes. “Are you sure it’s safe to keep that thing in there?”

“As safe as anywhere else,” Twilight answered. “I have it strapped down, locked up, and I even fitted a magic suppressor on what’s left of its horn.”

When the two mares and the dragon reached the bottom of the stairs, Twilight walked over to a handleless door. A purple glow surrounded it and it opened inwards. Inside there was a wounded changeling strapped to a metal table. Its hooves were locked in place by four steel rings and its translucent wings were bound to its sides with a thick leather strap. A second strap kept its head pinned to the table. A small, gem encrusted ring was around the base of its severed horn.

“Alright, Pinkie, Spike?” The dragon and party mare saluted at Twilight to confirm their attention. “I’m going to be casting a mind reading spell, see if I can figure out what this changeling did with Pokey. If something seems to be going wrong, pull me away, got it?”

When her friends nodded the lavender mare walked to the bound changeling and pressed her horn to its stump. She closed her eyes and concentrated. She winced as her horn glowed brighter.

“What’s wrong? Can you figure out where Pokey is?” Spike asked.

“No, this changeling has a complete set of false memories set up where he is Pokey.” The lavender unicorn gritted her teeth. A few moments later she pulled her head back and her eyes snapped back open. “That doesn’t make sense!” Before the others could ask her to elaborate she pressed her horn to Pokey. “Why would he include that memory in a construct? By Celestia... It goes back years!” Twilight staggered backwards and gasped. Her breathing was hard as she glanced over at Pinkie Pie and Spike. Both were looking at her with worry clearly showing on their faces.

Twilight marched out the door and shut the door once Spike and Pinkie exited the room. They went up the stairs and Twilight levitated over a quill, ink pot, and scroll.

“Twilight, do you want me to write down the message?” Spike asked. One of his juvenile wings extended to reveal a set of grasping claws at the end.

“No Spike, I’m not entirely sure what to write.” The Element of Magic turned to the letter and she lifted up the quill.

Dear Princess Celestia,
I am writing to you with grave news, my friend Rarity has been attacked by a changeling, and her coltfriend, Pokey Pierce is...

Twilight scrunched up the paper and lifted up another one.

Dear Princess Celestia
I am writing to inform you that my friend Rarity was attacked by a changeling. She is in stable condition and--

Twilight glanced up through her window and gulped. Through it she could see the outline of Canterlot. The purple mare shifted her eyes about nervously and lowered her head. “I’m sorry,” she mouthed silently before resuming her letter.

is expected to make a full recovery. The changeling fled into the Everfree Forest. Pokey Pierce is on a business trip and I shall be sending news of what has happened to him shortly. I will be researching to determine where the changeling came from.

Your--

Twilight winced. I don’t have the right to call myself faithful if I’m wrong. I need time to investigate, she thought. The quill touched the paper again.

student, Twilight Sparkle

She sealed the letter and handed it to Spike. With a jet of flame the message was off.

Twilight looked at her assistant and the party pony. “Spike, Pinkie, I have to ask you something, and you have to trust me on this.”

“Of course Twi!” Spike announced with his wings flaring briefly.

“Whatever happens for now, don’t tell the others that the changeling is still in the basement.”

“What!?” Spike yelled, “It hurt Rarity! It should be taken to Canterlot, it’s dangerous. We have to tell the guard to come here and--”

Twilight moved a hoof towards Spike and pressed it to his lips. “I don’t think that changeling is the one that hurt Rarity. Pinkie? You heard what it said to Rarity when I woke it up in the quarry, right?”

The pink mare nodded, her mane refusing to bounce. “It said that it was Pokey.”

“That was just a changeling trying to manipulate you all!” Spike yelled.

“And then there is the fact that it didn’t have armor like Rarity said, its eyes are yellow, not green, it's not malnourished, and lastly.” Twilight took a breath. “Its memories are filled with references to being Pokey well before Rarity met him.”

“But that means!” Spike exclaimed.

“Yes,” Twilight confirmed.

“Then we need to tell the others right now!” Spike moved to the door but Twilight sidestepped and blocked him.

“No Spike, Rarity is traumatized. When she saw Pokey without his disguise, she went into hysterics; she threatened me.” Twilight looked at Pinkie, she was staring at the purple pair with a deflated mane. “And even then, if I’m wrong, telling Rarity would just cause her even more stress. So until I can be absolutely certain about this, both of you have to promise not to tell the others about this.”

Spike glanced around and groaned. “Fine, cross my heart and hope to fly, stick a cupcake in my eye.” As the purple and green dragon went through the motions, Pinke Pie mimicked him.

“Thank you,” said Twilight. “Now if the others ask, for now we’ll say that a contingent of guards arrived and took the changeling away

“That just leaves us with what we’ll actually do with Pokey,” Spike turned to the basement and shook his head. “No offense but he is messed up.”

At that Twilight bit her lip before speaking. “Pinkie, you’re an earth pony, so your healing magic would help Pokey. I understand if you don’t want to spend any time around him, but--”

Twilight was cut short when the pink mare simultaneously stuck a hoof in Twilight’s mouth and saluted with the other. “Of course Twilight! I’ll help Pokey get better as soon as he can!”

Twilight pulled her mouth from Pinkie’s hoof just in time for a knock to sound at the door. A moment later Rainbow Dash burst through the door.

“Where have you been Twilight?” the cyan mare asked angrily. “You said you would be to the hospital in time for Rarity to wake up! Its been four hours! You better have found some way of figuring out where Pokey is!” Rainbow started hovering over Twilight and glaring at her. “Well, what do you have to say for yourself? Fluttershy, Applejack, Sweetie Belle and I all carried Rarity to the hospital while you stayed fussing over that changeling!”

“Rainbow I’m sorry but I was--”

“Do you know the first thing she did after the nurse told her about her injuries?” Rainbow pressed. “She asked where you were. I had to tell her you were still searching for Pokey at the canyon! I go over there and what do I find? Nothing! Where is that changeling? When I get my hooves on him...”

“Rainbow, I wrote to Celestia what happened. She sent over a contingent of guards to bring the changeling to Canterlot. They left about two hours ago. After that I wanted to do some research on changelings, again. I’m sorry that I wasn’t there for Rarity.” Twillight bowed her head.

“Well you should be!” Rainbow exclaimed, landing on the wood floor loudly. “Come on, she’s still at the hospital, about to be discharged.”

Chapter 15: Search Party

Chapter 15: Search Party

Blackness, complete and total blackness, this was what Pierce awakened to in his mind.

“I told you that they would destroy you,” the queen stated simply.

“I don’t care, you forced the issue,” Pierce responded.

“And now you will die, as a failed changeling who could have had it all.”

“Yes, I could have had Rarity.” Pierce smiled as he heard the queen snort and then walk off. He was left in the darkness waiting. Time stretched for what seemed like hours, then to days. It may very well have been weeks for all Pokey cared. “I wonder how long it will be before my body wastes away?” he asked.

After a long time Pokey felt a presence outside of his mind. It was a tentative prod at first. Pokey registered it as some kind of spell and offered little resistance to it. When it swarmed his mind he began thinking of his past, Rarity, the time they had spent together, his moultings, all his time alone in the world.

The presence snapped back and turned an orange of fear and confusion. It came back with determined energy that wracked his brain for answers. Pokey did not offer the least bit of resistance. He sat there in his little black box and waited as the contents of his being was violated. The presence pulled back again and then Pokey could sense another emotion rising out of the confusion... Gratitude?

Soon thereafter Pokey was left alone for another eternity. A new presence approached, this one not searching, but it still had the sense of gratitude, but with a sense of demand as well.

*****

“You better recover for Rarity,” Spike announced, waiting in the basement until Twilight and Pinkie returned. The young dragon sighed dejectedly in front of the door. Pressing his head against the door, Spike shook his head. “I’m getting too old for this.”

*****

Twilight, Pinkie and Rainbow Dash walked into the hospital check-in to see Rarity being supported by Applejack, Fluttershy and her sister. Lashed across Sweetie Belle’s back was a pouch from which she lifted a pill bottle.

“Come on Rarity, its time to take your first anti-biotic, you don’t want those cuts to get infected.

Rarity wordlessly opened her mouth and let Sweetie insert the medicine. When she finished swallowing the fashionista looked up; her eyes widened when she saw her three other friends.

“There you are! Pokey! Did you find him? Rainbow told me you stayed back at the quarry to look some more!” The bandaged mare tried to pick up the pace but was held back by Fluttershy’s extended wing.

Rainbow Dash walked forward and spoke. “Twilight and Pink said they saw no sign of him. But Celestia’s guard picked up the changeling.”

“Good!” Rarity spat. “I don’t care what they have to do to get the information they need, as long as they can find my Pokey in time!”

“It’s alright Rares, we’ll help ya find Pokey,” Applejack said before she turned to the others. “Ain’t that right Twi?”

“Uuuh... of course!” Twilight nodded vigorously.

Rainbow coughed, when she had the attention of all the others she spoke. “Alright, so I was thinking. Fluttershy and I can keep checking the canyon for any signs of Pokey tomorrow, it’s getting late, and we’ll need all the light we can get. Twilight can research to figure out where Pokey might be, right Twi?” The cyan pegasus turned to her purple friend who smiled sheepishly.

“Right,” Twilight replied. “Good plan!”

Rainbow nodded and continued. “Applejack and Pinkie Pie can keep an eye on you Rarity, help you recover.”

“No,” Rarity stated.

“What?” Rainbow responded, turning her head with her mouth agape.

“No, I’m going to look for every bit of evidence I can. I’ll start at the quarry tomorrow, and then...” Rarity trailed off and tears began to seep through. “I can’t fail him!” she sobbed.

Twilight looked at Pinkie; the party pony had a pained look on her face that drilled to Twilight’s core.

“Shhhh, there there Rares,” Applejack cooed, rubbing her cheek against Rarity’s. “It’s alright, we’ll all help out searching for Pokey together tomorrow. Let’s get you home for now.”

*****

Twilight had returned to the library with Pinkie. She had told the others that they were going to look up some leads in the books Twilight had found. When the two mares walked in, Twilight shut the door behind them.

Pinkie gasped. “Golly Twilight! I’ve never had to lie to one of our friends before! Are you sure we shouldn’t just tell them the truth?”

The lavender mare shook her head in response. “You saw how angry and torn up Rainbow and Rarity are. If we told them now they’d think we’re under some sort of changeling magic. For now the best we can do is make absolute certain that what we have downstairs is really Pokey.”

“Twilight?” The two mares looked over and saw Spike standing on near the staircase to the basement. “Thank goodness you’re back. what’s going on?” The purple dragon walked over and looked questioningly at the ponies lavender and pink.

“Pinkie and I are stuck here researching changelings tomorrow while the others search for Pokey in the canyon,” Twilight responded. “Maybe they’ll find something to convince them.” The Element of Magic turned to the Element of Laughter and spoke. “Come on Pinkie, I can set you up with a cot by Pokey’s. Just remember, if you have to leave, shut the door.”

Chapter 16: Tiding Over

Chapter 16: Tiding Over

Rarity, Sweetie Belle, Applejack, Fluttershy, and Rainbow Dash had been wandering the quarry for hours.

Rarity kicked at a rock with her hoof. “EERGH!” she screamed. “Nothing but a few displaced pieces of rock where we were attacked and where you found that changeling Rainbow!” Rarity sat on the ground and looked up towards her cyan friend hovering a few dozen feet above. “That and blood,” the white mare added.

“We’ve done an’ searched e’ery nook and cranny we could,” Applejack stated. The farmer pony looked over at a Quaray Eel nest and gulped. “Except those ones.”

“NO!” the white mare yelled. “He has to be alive! That changeling hid him somewhere. Maybe one of these nests is empty.” Rarity stepped towards a hole before Sweetie Belle stopped her with a magical tug on her sister’s tail.

“Sis! What are you thinking? Don’t just step up to any single one! They could decapitate you in an instant!” Sweetie Belle exclaimed.

“Yeah!” Rainbow Dash added. “Seriously, there’s a reason I fly on the opposite side of this canyon when doing stunts.”

“Hold on, I could go and check,” Fluttershy offered, before she could be stopped she flew over to the hole and positioned herself above the entrance. “Hello? Anyone home?” With no answer the butter pegasus tentatively lowered a hoof. All the others gasped. When nothing happened they gave a sigh of relief. “Just a moment,” Fluttershy requested before going into the hole. A minute later she came back out.

“Anything?” Rainbow asked.

Fluttershy shook her head in response. For several more hours they searched each hole. Some were occupied and skipped over, but a few were empty. Each showed no sign of pony occupancy. The group returned to the library with heads hung low at their failure.

When Twilight saw they returned she stepped over to the group and put on a smile. Her eyes lacked the twinkle of genuine happiness. “Any luck?” she asked.

“What do you think?” Rainbow asked flatly.

Twilight’s ears folded against her head. “Sorry,” she said. “But I’ve found out a lot about changelings that you might find interesting and useful. I’ve gone over all the books I read when I wrote my report on the changelings after the Canterlot invasion for the pamphlet, so this should all sound familiar.”

“Go ahead Twi, we’re listening, e’ery ‘lil bit helps.” With that Applejack gestured with a hoof for the purple mare to speak.

“Well, first things first, changelings cannot turn ponies into other changelings. They have two methods of feeding. The first is that they imitate an intelligent creature, such as a pony, a diamond dog, or even a gryphon or dragon, then they use that creature to naturally absorb the love somepony might hold for whoever they mimic. The second method is used if they are unable to get the love the easy way. It involves forcefully pulling out the love from somepony, that procedure however can result in the death of the pony.” At this Fluttershy, Sweetie Belle, and Rarity tensed. “This is likely what Queen Chrysalis was intending to do if she had won in Canterlot,” Twilight concluded, eliciting a collective shudder.

“Changelings hives have one queen each, and they can live for long periods of time. However their population often explodes and they end up using the second feeding method as a stopgap. Eventually, they either hit a point where they can’t find a food source, or an expedition is called to eradicate the hive.” Twilight took a deep breath.

“Are you getting all this?” When the group nodded, she continued.

“As you all know, the Gryphon Kingdom and Diamond Dog Khanate are attempting to determine where the hive that tried to start the a war between them is located. Before that the last hive to be eradicated was over seven hundred years ago.

“Now to something that might be useful, changeling drones, like the one that attacked Rarity, sometimes go rogue from their hive. Why this happens is unknown.

“How does any of this help us find Pokey?” Rainbow asked.

“Well, if we could figure out if the changeling was rogue or still associated with a hive, that would give us some clues of where to look,” Twilight answered. “If its rogue, it would have either killed him, in which case we would have found a body.”

Rarity’s eyes widened. “But if it wasn’t... then maybe Pokey has been taken to a hive, maybe there were others that did it and left that wounded one! Twilight, is there any way of figuring out where their hive with be?”

Goddess I’m getting tired of leading my friends on a wild goose chase. There must be some way of getting them to focus on Pokey, Twilight thought. The purple mare cleared her throat and spoke. “Not exactly, but going from the fact that the changeling attacked the two of you; it would be safe to assume that it had some way of knowing where you two might have been. You should check to see if there are any signs at Pokey’s house to see if maybe a changeling broke in at some point.” The lavender unicorn stood up and headed to a pile of books.

“Alright,” Applejack said, “check out Pokey’s home tomorrow and move from there.”

Fluttershy nodded. “I’ll check in with the eels and animals tomorrow as well, maybe one of them knows something.”

“I’ll help!” Sweetie Belle announced.

“No, you won’t Sweetie Belle,” Rarity stated.

“What? Why?” the filly questioned.

“You have your studies. I can’t put your needs above my own now that we have a plan,” the fashionista answered.

“But I--”

“No buts, you’re my sister and I refuse to let you squander your talents, practice your singing for when we find Pokey.”

Sweetie Belle hung her head dejectedly. “Okay,” she sighed.

The tension in the room was palpable. Twilight looked at Applejack and Fluttershy who were holding Rarity; Sweetie Belle stared at the floor as Rainbow dash hovered over the whole affair.

“Um,” began Fluttershy, “Where are Pinkie and Spike?”

“Oh! Um, they’re downstairs looking through the older books to see if there is anything else that might be useful. I’ll go get them.” Twilight excused herself and headed to the basement.

She opened magically sealed door and saw Spike and Pinkie looking at Pokey with morbid fascination.

The dragon looked up and hopped down from the table. “Twilight! Things aren’t looking good, he’s barely breathing.”

Twilight glanced worriedly at the prostrate form. She shook her head and then said, “There’s nothing we can do, the others wanted to see you both.”

With that the two mares and one dragon returned upstairs. Another conversation ensued and final arrangements were made. The next day Rainbow Dash and Fluttershy would check the quarry and surrounding area one more time. Applejack and Rarity would check Pokey’s home, and Sweetie Belle would stay with Twilight to continue her studies.

The mares soon departed, leaving Twilight and Spike in the library. However, as Twilight turned from closing the door, she noticed Sweetie Belle standing there.

“Sweetie Belle is there something else you wanted to talk about?” Twilight asked.

“What do you think?” the filly snapped back. “The first stallion my sister finally establishes a beautiful relationship with is now most likely dead! And there’s nothing I can do about it!” The pastel-maned singer stomped on the ground. “I just wish I could help Pokey!”

Twilight gave a sidelong glance to Spike. Her eyes strained to convey silent meaning. The adolescent dragon shifted his wings and nodded.

“Sweetie Belle, there might be a way for you to help, but you have to promise not to tell the others.” Twilight looked as Sweetie Belle as her eyes brightened. “I’ll do anything if it means helping Pokey! What is it, is there a book you want me to help looking for?”

“No, but first I need you to promise,” Twilight responded.

Without hesitation Sweetie Belle stroked a hoof over her chest twice and prodded a closed eye with her hoof. Twilight guided the unicorn into the basement and turned to face Sweetie Belle.

“Sweetie, you love Pokey right? Like a member of the family? For making your sister happy?” Twilight asked.

“Yes,” the little singer responded, tilting her head confusedly. “What’s this all about, how can I help?”

Twilight’s horn glowed and the door near her swung open. “Sweetie Belle, you have to understand. I think Pokey may have been keeping a secret from you and Rarity, from all of us.”

Sweetie Belle looked inside and saw a black lump strapped to the chair and gasped. “It’s that changeling!” she screamed before Twilight lowered herself towards her.

“I think the changeling is Pokey, he claimed that he was before he passed out, he wasn’t wearing armor like Rarity said he was, and his eyes are yellow, not green.”

“But why would a...” Sweetie’s eyes widened. “He’s a... rogue changeling?”

“I think that may be. He’s very weak. I think he may have fought the other changeling to protect Rarity,” Twilight answered. “If you could, goddess, this doesn’t sound right... If you could let him uh, feed on you, it might let him live long enough for Rarity to come to terms with this.” Twilight’s amethyst eyes stared imploringly into the the white filly’s.

Sweetie Belle shut her eyes. “Okay.”

*****

One presence, two presences, three presences, no presence. Pokey’s condition had been reduced to the time he spent completely alone and the brief, infinitesimally small feedings of love he received. He looked about and sighed dejectedly. He had killed Snaggle, and had saved Rarity. He snorted as he pined over his condition.

That was when a new presence came. It was different from the three previous ones. It had a greater tinge of fear. A translucent green that soaked along the ground. When it stopped it stayed the same for quite some time. Then a small fleck of yellow flowed out, then another. Soon an entire tendril of affection lapped at the changeling. When is grazed a hoof he gasped.

“Sweetie Belle?” He questioned, standing up. Yes, familial love, like for a brother, or a father. Pokey walked to the source in his mind and drank up the love as more yellow bled into the green. Pokey felt invigorated, but as he looked around again he sighed. “Still have to wait until I heal,” If I heal.

Chapter 17: He can't be, She can't be, It can't be

Chapter 17: He can't be, She can't be, It can't be

In the restless blackness, in darkness visible, Rarity's mind wandered. For so long there was nothing she could grasp. When a scene of sense made its way to her mind she did not question it.

Rarity was lying on her bed in Carousel Boutique. Beside her lay Pokey Pierce, her love and her stallion. His silver mane intertwined with her own as he nuzzled her gently.

"How are you feeling my love?" Pokey asked.

"Wonderful darling, I can't think of how this moment could possibly be better." Rarity replied.

The blue stallion grinned. "I can think of a way to make it better." Pokey stood up and moved towards Rarity's backside. Before she could say anything a sharp pain shot up her body.

Rarity turned her head to protest. "Pokey, that hurts--!"

Rarity was struck dumb, where once her lover had been, a changeling was burrowing into her abdomen. Jets of blood shot out, crimson mixing with the royal purples of the sheets. All Rarity could do was scream out in agony as the changeling became embedded in her, leaving nothing but a bloated mass squirming inside of her. The pressure in her stomach built up, and a single, gargantuan maggot began chomping through Rarity's stomach wall, up her chest, crushing bone and shredding muscle, before it reached Rarity's neck, a scraping of metal on metal sounded out.

"Food."

*****

Rarity woke up screaming in her bed. She dragged hooves over her stomach as she gasped for air. She ran to her bathroom and vomited. She heaved and retched until bitter bile began passing through her lips. She lifted her face from the toilet and looked at herself in the mirror. Bags had formed under her eyes and she had taken on a gaunt appearance.

A knocking at the door sounded and Applejack called out. “Rarity! Is e’erything alright? Ah thought Ah heard screaming.”

“I’m fine!” the purple-maned mare yelled in response. “I just had a nightmare.” The fashionista rinsed her face and and flushed the toilet before stepping out of her room to greet her friend. Applejack had offered to stay with Rarity over the night in the guest room.

“Gosh Rarity, you look famished! Let’s get y’all something to eat.” Applejack helped Rarity down the stairs and set her on a chair in the dining room before heading to the kitchen.

“Let’s see, first off, some juice tah go with yer pills.” Applejack brought the mentioned items to the table and set them out in front of Rarity. Rarity quickly poured herself out a glass of juice and downed it with her pills. Then another glass, and another, until the carton was drained. “Woah Rarity, slow down! you must be really hungry, still, good fer yer immune system Ah guess,” Applejack chuckled as Rarity hopped down from her seat.

Rarity opened up a cabinet and then looked at the contents, her brow furrowed as she searched for something that piqued her interests. She brought out a jar of pickled beets and some graham crackers. She floated the contents to the table before opening the fridge and fishing out some tofu. The white mare mixed in the beets and graham crackers before lifting up a spoon and digging in.

Applejack simply stared slack-jawed as Rarity ate. When the fashionista finished she looked up and saw the farmer-pony in her dumbfounded state.

“Uh, Rares, are ya’ll feelin’ alright?” Applejack asked.

“Now that I’ve had a good solid meal, yes.” Rarity stood up and walked to the door. “Let’s get to Pokey’s place and investigate, shall we darling?”

The orange mare shook her head and soon followed suit, worry showing clearly on her face.

*****

“Ugh! We’ve searched for hours and not a single one of your animals has been able to help us!” Rainbow exclaimed. “I mean, how could they not notice a group of changelings carrying a bloody, blue unicorn!”

“I don’t know Rainbow, but we can’t just give up because we haven’t had any luck, its only been a few--”

A pained moaning echoed through the cliffs, cutting off Fluttershy. “Oh dear!” the yellow mare gasped. “That sounded like a very wounded animal! Come on Rainbow!” With that Fluttershy trotted down the path and around a corner with the cyan pegasus in tow.

The rounded a corner and saw a Quaray Eel hanging out of a nesting hole, tongue lolled out and moving along the dusty ground. Fluttershy walked tentatively to the creature while Rainbow hovered a few feet away, ready to dart in and save her friend if the animal became aggressive. The great red worm’s side heaved up and down as its yellowed eye inspected Fluttershy.

“Shhh, it’s okay, where are you hurting?” Fluttershy cooed.

In response the eel moaned again and tried lifting its head. It thumped back to the ground and then began hacking.

“Oh my! Was it something you ate?” asked Fluttershy as she stepped closer.

“Careful...” Rainbow said nervously.

Fluttershy lifted a hoof and put it onto the eel’s side. “There there, Momma Fluttershy is going to help make you feel all better. Now I’m going to have to trigger a gag reflex. Open wide.”

Rainbow Dash’s legs and wings quivered anxiously as the creature’s maw opened, hundreds of needle like teeth glinting in the late morning sun. The pink-maned pegasus stepped over to the mouth and reached in with a hoof. The creature retched when Fluttershy touched its massive uvula. It began heaving more and more and the animal caretaker stepped back as a ‘walumph’ sounded at the back of its throat.

Out came several chunks of acid-burned metal, jagged edged armor and they settled on the canyon floor. The creature withdrew back into its nest as the two pegasi examined the shaped metal.

“Uuuummm, Rarity said that the changeling that attacked her and Pokey had armor, right?” When Fluttershy nodded Rainbow continued. “And if we just found this armor, that means your eel ate the changeling.” Again Fluttershy nodded to her azure friend. “So why did we find that other changeling?”

“I don’t know Rainbow, but I think we should go see Twilight.”

*****

Applejack and Rarity were scrounging around in Pokey’s basement, having turned up no signs that he was being watched by changelings prior to the attack.

“Nothin’!” Applejack exclaimed with irritation. “Ah can’t find one scrap, why did Twi even think we would find something here?” questioned the stetson-bearing pony as she threw a cog over her shoulder. Rarity ducked her head and the cog passed over her horn, colliding with a door.

“Hang on,” the fashionista declared, “I don’t think we went in here yet.” She walked to the door and tried opening it. Locked. Applejack went over and tried twisting the handle with her teeth.

When the handle failed to yield the orange mare turned to the white and requested, “Stand back, a buck’s as good as a key when yer desperate.” Rarity back pedaled and Applejack delivered a mighty double-hooved strike to the door, causing it to buckle inwards.

The two mares walked in to see a cot nestled in a corner. A few brown stains and black flecks graced the ratty sheets.

“What is with this room? Smells like somepony went and soiled themselves in here!” Applejack declared as she held a hoof to her nose.

“I remember Pokey was down here when he was sick,” Rarity replied as she stepped over to the wall. “I don’t know why he would choose to recover in such dreadful-- WO-AAAAH!” Rarity’s hoof punched through a weakened floor board and an earthy smell puffed into her nostrils. The white mare pulled herself back to her friend as she looked at the hole.

“Burrowed in, makes sense now that’n ya think of it.” The orange mare adjusted her hat and walked over to peer into the hole. She looked in confusedly and tilted her head to examine what was within confusedly.

“What is it? Does it lead anywhere?” Rarity asked.

“I don’t think this is a burrow Rarity, come look.” Applejack beckoned Rarity beside her and the two looked in together.

Rarity lifted out one of the strange objects with her magic. It was black and smooth, with a slight curve to it and a jagged edge. The object was rotated in the unicorns magical grip. One side had a few splotches of dirt caked on with dried mucus underneath. Rarity’s eyes widened and the piece of chitin was dropped to the ground.

“Rarity? Are y’all right?” Applejack asked, casting a worried glance at Rarity.

The white mare shot a look at her stomach as her tail fell between her legs her lower lip quivered as she reached over her abdomen with a hoof. She bolted out of the door before Applejack could stop her.

“Dammit!” Applejack hissed. She looked to the piece of carapace laying on the floor. “Goddess what is that? Ah better go ask Twi.” She quickly grabbed the piece of carapace and shoved it into her saddle bag. She gagged at the texture and taste before galloping out of the door.

*****

Twilight lifted a stethoscope from Pokey’s chest. “He has a stable heart-rate, which is more than can be said from last night. I think it’s working you two.” The Element of Magic looked happily at Sweetie Belle and Pinkie.

When the sound of the library door slamming open reached the basement, Twilight’s ears twitched. “Hang on, I’ll go check it out.” She stepped out of the room and up into the library foyer. There she saw Applejack panting.

“Applejack! Where’s Rarity?”

“Twi, Ah don’t know, she bolted when we found this in one of Pokey’s rooms.” The orange mare reached back into her saddlebag and pulled out a black piece of exoskeleton. “Twi, now you tell me right now, is that what Ah think?”

Twilight looked at the fragments closely. Her eyes darted nervously to Applejack who huffed. Gulping, the unicorn answered, “Yes.”

“Buck!” screamed Applejack. “And Pokey is in Canterlot, we have to--”

“No he’s not Applejack, I lied about that.”

“WHAT? Twi, how could you?” Applejack was staring at Twilight in shock.

The door to the library slammed open again and a rainbow blur came in.

“Twilight! We’ve found something really important. Me and Fluttershy were searching the quarry when we found this eel that was sick and it vomited this armor and then I remembered that Rarity said that the changeling that attacked her and Pokey wore armor but the changeling we found didn’t have any armor so I think Pokey might have been...” Rainbow Dash gasped. “A changeling.”

“You’re right Rainbow,” Twilight replied.

“What!?” exclaimed Applejack and Rainbow Dash as Fluttershy galloped into the library.

“It would be easier if I showed you, follow me.” Twilight turned and headed for the basement.

In the basement below Twilight opened the door revealing Sweetie Belle and Pinkie Pie tending to Pokey.

“At first I wanted to hold the changeling so I could have Celestia’s guards take it away, interrogate it, see if they could find out where Pokey was,” Twilight explained. “But then the story didn’t mesh. Rarity said that the changeling wore armor and had green eyes. I put it up to hysterics, but when I cast a memory reading spell, well, it all matched up with what we all knew about Pokey.”

“He’s been a changeling all this time an’ nearly got himself killed tryin’ to save Rares? Huh.” Applejack turned her head and thought.

“AJ, where’s Rarity?” Rainbow Dash asked.

“She ran off when she and Applejack found Pokey’s moulting room,” Twilight explained, levitated the chunk of black carapace.

“Ooooooh Celestia!” Applejack was moving her hooves about like she was standing on coals. “Rarity slept with him after she had talked to him when he claimed he was sick.”

“So?” Rainbow interjected. “Even if she did do that and Pokey had been replaced, nopony in their right mind would blame her for that.”

“That ain’t the point RD,” the orange mare responded.

“Then what is is?” the cyan mare asked.

“She woke up this morning, drank a whole carton of juice, then ate tofu, graham crackers, and pickled beets in a bowl.”

Rainbow’s jaw would have hit the ground had she been capable of unhinging it. “No. Bucking. Way.”

Chapter 18: Get It Out

Chapter 18: Get It Out

Rarity’s stomach growled loudly as she stepped through the door. She dropped a small bag from the pharmacy as she stumbled into her kitchen. She struggled to open the fridge door as another wave of pain ached through her abdomen. She looked about the fridge and grabbed a half-dozen apples before digging into them ravenously. When she swallowed the last bite she turned back to the bag lying by the door. She cast a quick look to her stomach and sighed in relief when it no longer rumbled.

The white mare walked over to the bag and magicked out the one item she had bought at the store. She opened two boxes and levitated out a small white rod from each. Pregnancy tests grasped, Rarity walked up the stairs to her bathroom. The unicorn levitated the first kit down and waited. When she finally started she adjusted the test and the pulled it back up. Her ears pinned back as she stared at the small white panel. A ball formed in her throat when a small plus sign formed.

Rarity grabbed the other test and quickly used it in the same manner, squinting. Her mouth dropped open when another plus sign formed. Rarity ran out of the as the test skittered across the floor. She stumbled on the stairs and nearly tripped as she made her way back into the kitchen.

There she opened up a drawer and pulled out a vegetable chopping knife. She walked back to her bathroom and sat in the tub, levitating the knife over her stomach. Rarity gulped, tears forming in her eyes. He used me, he stole my Pokey and used me to make this... thing growing inside of me. She brought the knife down and stopped it an inch above her abdomen. He’s gone, I have nothing left to live for, not when I don’t know what this thing will do to me.

Rarity turned over a hoof and lay the blade across the crook of her foreleg. She pressed the blade in, and when she felt the metal begin to slice, slid the knife across. A thick trail of blood began flowing out and Rarity sat back in her tub. A smile formed on her lips. I’ll be with you soon my love, she thought.

As grey filled her vision a loud bang sounded downstairs.

“Rarity!” a filly’s voice sounded.

I’m sorry Sweetie Belle. But I can’t let this thing hurt those I care for.

Blackness once more.

*****

Rainbow Dash charged inside the bathroom, breaking the lock. She looked around and when she saw Rarity she yelled, “In here!” before going to her friend. When she saw the growing pool of blood she bit her lip. “EEEA!” she whined, grabbing a towel and pressing it to the unconscious unicorn’s leg as the others filed in.

“Help her!” the cerulean pegasus demanded. Twilight gripped the towel with magic and pressed it to the wound, staunching the flow of blood. “Is she going to be okay? Did she lose too much blood?” Rainbow Dash asked.

Twilight cast a quick glance to the tub and gave a nervous gulp. “I think we may have gotten here just in time.” The lavender mare enveloped her friend in a purple field of magic and lifted her from the tub. She maintained the pressure on the wound as she stepped back and brought Rarity out of the bathroom and down the stairs.

Rainbow floated close behind constantly, a gnawing sensation in the pit of her stomach.

*****

Twelve days had passed, and Rainbow Dash was in the Cloudsdale Colosseum. On her flank was the number seventy-six painted on a piece of paper.

“How could you have let her run away! Didn’t you realize how terrified she would be?”

A jubilant cheering echoed as an announcer sounded over the stadium speakers. “And now mares and gentlecolts... I present to you the winner of not one, not two, but three of the Best Young Flyers competition. She’s tried out before, but she’s only shown herself to take her failures and use them to push her to ever greater heights! MY FELLOW AUDIENCE MAY I PRESENT YOU OUR CONTESTANT RAINBOW DASH!” The crowd screamed as the cyan mare stepped out into the open. They might as well had been underwater, such was the muteness of the sound.

“Well how in the whole o’ Equestria was I supposed ta know she was pregnant! She wasn’t even in heat! Maybe you should go an’ ask Twi!”

Rainbow looked over the course with a dead expression. Several black cloud hoops that arched with electricity. Hovering over it all was a massive screen that showed to view of her face.

“What do you mean you don’t know what to make of this? She obviously must have been in heat, it must have just started when she and Pokey were together!”

“That’s not what’s worrying me, the foetus is developing at an accelerated rate. It’s only been two weeks at most since conception and it already looks to be a month and a half in!” Twilight had replied.

“I’m sure everything will turn out fine, we just have to make sure she doesn’t become undernourished,” Fluttershy had offered.

A flare shot up from the central monitor and Dash kicked off the ground. She flew through the first ring just three seconds later and the crowd roared again.

“And let that thing grow inside of her? We have to get it out of her!”

“NO!” Twilight had yelled. “I refuse to believe that Rarity would want to do that once she wakes up. Pierce almost died trying to save her. The least we can do now is make sure their child makes it. Even if Pierce is still comatose”

“If Chrysalis had taken Shining Armor’s place instead, and did this to Cadence, would you still be trying to save that thing?”

“This is completely different!” Twilight had screamed.

Rainbow Dash passed through the second ring, an arc of lighting graced the tip of her wing as she barrel rolled to get through the third. Her face was the epitome of singular determination.

“Fine, I’m leaving, let me know when you realize you can’t risk your friend’s life for some science project!”

Dash blitzed through the last ring and pulled up. A cone of pressure built around her as she went higher and higher. In her mind images flashed before the mare’s eyes. Rarity flying up to the sun, her wings burning up. Falling, chasing. The strain in Rainbow’s wings built up as she pushed herself through the final inch. A cascade of brilliant hues washed her mind and the sky as she let her wings fold, performing a backflip and then spinning in a freefall.

Flying over Ponyville, shattering the door to Carousel Boutique like a dragon’s fist. Getting into the bathroom too late. Blood spreading. Should have been faster, needed to be faster.

Rainbow opened her wings and used them to push herself towards the stadium at a breakneck speed. The cone formed again and she pushed against the air resistance.

Should have saved her.

Another blast of color washed over the crowd and the all stood on their hooves, stomping merrily.

*****

“Alright folks, the expert’s opinions are in, and they’ve decided on who this year’s new Wonderbolt member will be... RAINBOW DASH!”

The arena shook with the sound that emanated out from the lungs of thousands of eager fans. The cyan mare walked up to the podium with a flat expression. She lowered her head to let the medal be hanged upon her neck. When she lifted her face the spectrum-maned mare smiled sheepishly. Waved a hoof once and walked off without a word.

“... There you have it folks! Rainbow Dash! Modest even in victory of the highest honor!”

*****

In the Ponyville hospital, Twilight, Fluttershy and Pinkie Pie were waiting around Rarity’s bed. The violet mare looked at the various machines Rarity was connected to. Fluttershy had extended a wing over Rarity in the lone comforting gesture she could offer. Pinkie Pie held a hoof of confetti as she looked at the pale unicorn.

“Blood pressure, heart rate, everything has stabilized. She’s off the breathing tube and chews reflexively.” Twilight turned to her friends. “She’s probably going to wake up soon, I just wish I had been there for her before.”

“It’s alright Twilight, you tried the best you could,” Fluttershy cooed.

“And it wasn’t enough!” Twilight exclaimed. “In trying to save Pokey for her I neglected her own condition! I lied to the princess; she may have forgiven me, but that doesn’t change the fact that I deliberately misled her!” The lavender mare turned to her bed-ridden friend. “Rarity, I’m so sorry, but I didn’t want to force the issue with Pokey! I wanted you to come to terms with it! I should have just told you right away.” Twilight shook her head at the last sentence.

“Tell me what right away?”

A gasp from Pinkie Pie was all the fore-warning before a cloud of confetti showered the room.

“OHMYGOSH RARITY! You’re awake! This is fantastic news because now we can tell you that Pokey was really a changeling all along but he really does love you, which is why he attack that other changeling that attacked you!”

The white mare’s eyes fluttered open and she yawned. “Whatever are you--” Rarity cut herself short and looked down at her belly. She shook her head and dragged herself so she was leaning against the headrest. “Oh no,” she expressed, “bedpan, BEDPAN!”

Twilight levitated over a bedpan which Rarity grabbed in her hooves before proceeding to empty her stomach into it.

When the unicorn lifted her head she shivered. “Twilight? Am I really?”

“Yes, the foal is visible on ultrasound now.” In response Rarity’s lip quivered nervously before Twilight continued. “It seems to be developing quickly, but apart from that you should be fine. Princess Celestia brought over one of the best doctors from the Canterlot Hospital’s Maternity Ward. If something happens, then you’ll be in the best hooves possible.”

Rarity looked down at her stomach and began to sob. “I’m such an idiot!” she moaned. “Pokey loved me! And right when he needed me most I--”

Fluttershy embraced Rarity in a hug, interrupting her descent into despair.

“That’s the next important detail Rarity. Pokey’s still alive,” Twilight answered. “If you can walk, we can go see him now. He’s still comatose in a low energy state. Do you want to see him?”

Rarity gave a determined nod.

*****

Darkness visible, that was Pokey's world as he ambled alone in his own mind. Rarity had rejected him, and now the changeling was left in some quasi-animate state from which there was no guidance. Even tracking the passage of time was impossible for the changeling. He always seemed hungered but not drained, in a perpetual state of unease. The only sense that Pokey had of what was happening were the occasional ambient energies he could sense from the outside. Low levels of love, one was familial. Maybe Sweetie Belle understands? Pokey thought to himself. But there was not enough energy for him to find his way out. So the changeling marched onwards, thinking that by chance he would stumble back amongst the living.

I can't believe I waited so long to tell her. At least I saved her from Snaggle. But now she hates me for something I... am? am not? Pokey finally ceased moving and sat on the ground and looked around. The changeling closed his yellow, compound eyes slowly, laying his head down. Before the last sliver of his vision was shut out, a flash caught the corner of his eye. The changeling glanced over to see a pulsing light in the distance. He then felt a familiar presence. Could it be? Pokey ran towards the pulsing glow as he felt Rarity's love for him once more.

*****

Pokey lifted up his head and gasped. Looking upon him was Rarity, tears streaming down her velvet cheeks as she pressed up to him.

"Pokey... I'm sorry!" Rarity cried into Pokey's shell. the changeling lifted a hoof to his love as he took in the sights around him. He was in a bright white room surrounded by the Elements of Harmony and Sweetie Belle. In all other circumstances Pokey would have been terrified, but the relieved and caring expressions on each face set his mind at ease as he lowered his muzzle to Rarity's ear.

"I already forgave you."

Rarity sobbed on Pokey, love and pathos flowing freely. "But... how?" she asked.

"Rarity, in the short amount of time I've known you, I've come to understand who you are, what drives you. When you saw me at first for what I really was... am... you thought you had lost me, you thought that I had used you and betrayed you. In a way, I had, and for that I'm truly sorry, but I know that what I feel for you, and what you feel for me is real. I could never condemn you for doing what you did when things happened the way they did." Pokey finished speaking, and looked over to Twilight who had coughed. Rarity lay against him and was silent, tears still flowing but the sobs having ceased.

Twilight spoke, "Pokey, I hate to bring this up now but, there are a lot of things we all need to go over."

The changeling smiled and lifted a hoof to his horn, the sharp edges had smoothed as the black protrusion had begun the slow process of regenerating. "Very well, I can't very well go out in my present condition."

“First, you should know that Rarity is with foal,” Twilight said. Pokey’s jaw slackened as he looked at Rarity. The white mare lifted her head and nodded in confirmation of the fact.

“Well, anypony else feel like this elephant in the room needs to be addressed?” Rainbow Dash asked irritably.

“Ahem,” Twilight coughed. “That is an issue, Pokey, we know very little about how reproduction like this would work. Rarity’s foal is developing at about three times the normal rate. So I have to ask, do you know how changeling’s normally... er, operate?”

“So it’s a foal, not a larva?” Pokey asked earnestly. When the group nodded, he continued. “Let me think, normally a queen selects a drone to be her king, sort of a male concubine, they stay together for a night, and about a month later a clutch is laid.”

“A month? A clutch?” Rainbow Dash questioned, taking a step towards the changeling.

Twilight lay a hoof on the cyan pegasus. “We know from the ultrasound that there is only one foal, and the development isn’t going that fast.”

“But what if it speeds up! What if it starts draining Rarity?” Rainbow asked anxiously.

“Then we’ll decide what to do if that happens, but for now there’s no indication of danger,” Twilight answered.

Rainbow took a sharp intake for breath and a hard expression planted itself on her face. A few seconds later she looked to Rarity and Pokey. When the blue mare’s face softened she let out one word: “Okay.”

Pokey looked around the room and noticed various monitors and high-tech equipment.”Where am I?” he asked.

“Ponyville hospital,” Twilight answered. “Princess Celestia is going to want to see you now that you’re awake now.”

Pokey sighed. “Me, a changeling, going to see the di-monarch of Equestria, she has every reason in the world to be angry at me for what I am and have done.”

Rarity nuzzled into Pokey’s chin. “We’ll get through this,” the white mare declared, “together.”

Chapter 7: Odd One Out

Chapter 7: The Odd One Out

"Opalescence!" Rarity cried as the white fluffed terror clawed at Pokey's rump. "Stop that right now or its dry food for a week!"

With that, Opalescence immediately desisted in her pawed assault and jumped off of Pokey Pierce, hissing as she made her way back to the birch tree. "I'm terribly sorry about Opal, she's never been one for new ponies."

Pokey sagged a little, his first intimate moment with Rarity, with anypony, had been dashed to shreds by a creature whose members were focused first and foremost of accumulating great sticky masses of fur lodged in their stomachs. "It's alright, she was probably trying to protect you."

Before Rarity could respond, a voice called out from the base of the hill, in a valley obfuscated by trees. "Rarity! Where are you?"

"Ah, those must be the girls, come Pokey, there are introductions to be made."

Pokey obliged following the white beauty as she made her way into the grove below. Within, Pokey saw the five other Elements of Harmony each with their own pet accompanying them. Upon seeing Rarity, the group trotted towards her, before any could speak Rarity lifted a hoof.

"Girls before we do anything I'd like to introduce you to my... coltfriend, Pokey Pierce." With those words Pokey felt completed, like the hidden holes in his hooves were filled in with the sense of belonging he felt at that instant. Rarity continued, "Pokey, these are my dear friends, Twilight, Pinkie Pie, Rainbow Dash, Fluttershy, and Applejack." The white mare gestured to all her friends in turn.

Unsurprisingly, the pink party pony was the first to speak. "HUH! Rarity has a special somepony! This calls for ..."

"We know sugarcube, a party," Applejack interjected. However, before any protests could be further enumerated. The party cannon was deployed and a picnic and complement of streamers soon adorned the forest floor. As the mares and the colt sat to the picnic and prepared to eat, each of the pets went to their own affairs.

Applejack spoke up. "So Pokey, you been in Ponyville long?" A pit to formed in Pokey's stomach, if he had to start lying to the Element of Honesty, he didn't think he'd make it. But he was with Rarity, his strength.
"Yes, I've been here since I was about five, I grew up at the orphanage," the exclusive male of the group answered as he noted emotions of pity emanating from the group. When he had run from the hive he had wandered for several weeks, happening upon Ponyville after he had fully grasped transformation and feeding. Tending to the feelings of concern that were causing his heart to race, he continued. "The caretakers were always really nice though. I was always well fed, and there were others to play with at times."

"Did you ever find out what happened to your parents?" Twilight asked. Pierce was thoroughly concerned, he wanted to say no, as the case was of Pokey's Equestrian parents, but that would lead to possible inquiries behind his back, so he opted for a more close ended answer.

"My father left my mother before I was born, and my mother couldn't provide what I needed." Like morals, norms, decency and a respect for sapient life. Pokey turned his head to look at Rarity, who had a hoof to her mouth.

"But you still know where your mom is right?" Asked Rainbow Dash.

"Yes, but we're not on speaking terms." Unless you count her near nightly invasions of my subconscious as speaking.

"Oh dear, that's too bad; it must have been hard, not having anypony growing up with I mean..." Fluttershy trailed off.

"It was, but its easier now with Rarity." Pokey reached a fore hoof around Rarity and brought her close.

"D'aaaawww!" was the response Pinkie opined.

Twilight looked at her friends and the couple with an approving smile. She then inclined to Pokey. "Weren't there ever couples interested in adoption? I mean, Pipsqueak and Scootaloo were both adopted fairly quickly once they entered into the system, and there are a lot of couples like Derpy and Thunderlane who would love to have a child without going through all the trials of a pregnancy, or there are those who can't."

"There were just never any couples that made me feel safe like the orphanage staff did," Pokey replied. Had he been adopted he may have hurt his parents, or been discovered by them. The numbers of staff at the orphanage meant that he could feed a small amount from each without ill, and the expanded number of caretakers afforded him some anonymity amongst the other inhabitants who were much more in flux.

"Well, this topic is getting me down in the dumps, can we move along to less cloudy skies?" Rainbow Dash proposed.

"I agree, so what's it like being captain of the weather patrol?" Pokey jumped on the opportunity to take the spotlight off himself.

The group ate and talked. Pokey learned a great deal about his marefriend's own friends, and was glad to have admitted that as the morning drew on to afternoon he would gladly call them friends of his own. At high noon the pets returned and the group split and played of its own accord, switching members on various whims. The random pairings were offset by the one constant, Rarity and Pokey, laughing at Gummy and Angel's antics, praising Winona's tricks, or discussing life with each other and whatever other conversationally oriented pony decided to join in on occasion.

On this matter, Twilight was the most frequent questioner of Pokey. It made him nervous, though he clamped down on the emotions, at least it wasn't the Element of Honesty grilling him. "So after you and Rarity talked for hours cleaning after Sweetie Belle's party, you still wanted to know more about Rarity?" The lavender mare asked.

"Yes, I didn't expect to learn everything about her in one conversation," Pokey answered.

"Nor did I," Rarity added as she stared up into her stallion's yellow eyes.

"But I knew I wanted to know more about her so I just... Um Twilight? What are you doing?" Pokey gave a confused glance. Rarity, who had been nodding in agreement, looked to see Twilight had begun jotting down notes.

The purple unicorn looked up and answered. "Oh! I'm just taking some notes so I can give Princess Celestia a report on this, I mean, love is just a shade of friendship right?"

"Right," Pokey answered, though he thought friendship more a different flavour than shade from love. Wait, did she just say she was going to report to Celestia? Oh no... "You really think the Princess would need to listen about us, I mean, tending to the world of Equestria and all that?"

"Celestia considers fostering friendship among her subjects as an inseparable component of tending to the Equestrian nation," Twilight answered as though reciting from an encyclopaedia, though with a fervour that denoted her unflappable faith on the subject.

"Good point, but I hope you only have good things to say about Rarity." Pokey nuzzled Rarity as the alabaster mare gave a contented giggle followed by an even more jubilant sigh.

"Of course, I have to admit, Rarity sure knows how to -"

"EEEEP!" Fluttershy yelped, holding her left fore hoof as Opalescence hissed at the yellow mare.

"What happened Fluttershy?" Rarity pressed.

"Oh, Opalescence was circling around Angel Bunny so I tried petting her, but then she scratched me." Fluttershy responded, showing a hoof with a three thin trails of blood flowing freely.

"That cat! I don't know what's gotten into her lately, she attacked Pokey earlier today as well," Rarity exclaimed, moving to mete out discipline, however light, to the feline.

"Hang on Fluttershy, let me have a look at that there scratch." Applejack lifted the hoof to her face, tending to it gingerly. "It's a mighty bit on the small side, give it a good scrubbing when y'all get home and it'll be fine."

Rainbow Dash had taken to waving her hoof in front of a now stiff Pokey Pierce. "Helloooooo? Anypony home?

~A thousand munching grubs latch on to her, drawing out screams and gushing fonts of crimson life in equal measure. The hollering fading to a pained gurgle in seconds, when they leave, nothing but bleached bones cracked open to expose the marrow, now gone.~

"Oh dear, Pokey, can you hear me? It's alright." Rarity embraced Pokey, shielding his eyes from Fluttershy, and with it the macabre images passing through his mind.

"What's his problem?" Rainbow Dash asked, still thoroughly dumbfounded as the rest of the girls turned to Rarity and Pokey.

"Well you see girls, I had hoped it wouldn't come up, but Pokey is a haemophobe." Rarity offered.

"A heman-what-now?" Rainbow still pressed, prompting Twilight to answer.

"It mean's he's afraid of blood, or at least seeing it up close."

Rainbow turned to the group as a whole. "What kinda stallion can't handle seeing a few drops of the red stuff?"

"I'm sure Pokey has his reasons, whether or not he tells us, however, is completely up to him," Twilight answered.

"Ah second that Twi. Pokey's a good sort and ah'm sure that he'd appreciate us not pluckin' his brain," Applejack offered as Pokey regained his faculties.

"Thank you, I'm fine now," the unicorn stallion said. "It's getting fairly close to supper, we should all be heading back home." With this the group began taking their separate paths when Pokey noticed that Winona was following him. The blue stallion cast a sidelong glance at Winona. "Hey there pup, something you want?"

"Not so much so as ah wanted ta talk," Answered Applejack as she entered into Pokey's view.

"Oh! Hi Applejack! Was there something else you wanted to say to me? Oh and thanks for the vote of confidence back there."

"Thank ya kindly, I just wanted to say again that I think yer good fer Rarity, and she's good for you. I just wanted to make sure you were aware of that," the orange mare responded.

"Of course, no disagreement here!" Pokey replied.

"And takin' that fer granted I have ta warn ya though. If you break Rarity's heart, me an' RD'll have ta break somethin' in return." The colour from Pokey's face drained at the candid threat before Applejack chuckled. "Though I'm sure it won't come ta that, g'bye!" With that the farmer pony set off to home and Pokey was left to wonder if Applejack really did trust him.

Chapter 19: She Saved a Wretch Like Me

Chapter 19: She Saved a Wretch Like Me

“Okay, been a while since I’ve done any magic,” Pokey announced, both to the group around him and the small mirror he had been given. “Are you sure this won’t make things worse? Meeting the Princess in disguise?” the changeling asked, turning his head to look at each of the Elements of Harmony in turn.

“If you’re not comfortable with it, we could always ask Celestia to come here,” Twilight offered with a smile.

“No, no, I think it would be best to do this in Canterlot. Okay.” Pokey looked at the mirror again and focused his magic, concentrating on the form he was so familiar with. A green flame lapped around his legs and slowly cascaded upwards. As it proceeded, bits of fire stuck to his carapace and turned into bits of blue fur. When the flame reached over his face and stopped at his horn he gave a small gasp before cutting off the magic.

His horn was slightly short than it usually was, but was still quite sharp. Pokey smiled at the whites of his eyes. “Perfect,” he announced.

“Just one more thing,” Rarity added.

“What’s that?” the blue unicorn asked.

Rarity lifted up a small white bowtie with her magic and floated it over to Pokey’s neck. Twisting the laces together, the white mare tied off the accessory.

“Ah, that,” Pokey chuckled.

“Alright,” Rainbow Dash announced, “he’s got his face on, and it only took him five seconds; that’s a record by your standards Rarity!”

The fashionista huffed and stood up, wobbling on her hooves before walking to the door. She breathed heavily and braced herself against the wall. A fore hoof reached over her stomach as she continued to breath. Fluttershy walked over and supported her with an extended wing before Rarity took a deep breath.

“I do hope that there is a food trolley on the train to canterlot,” the white mare chuckled.

*****

Pokey looked around nervously over the grand hall. On his right was Rarity, both of them were leaning into each other for support. On his left was Sweetie Belle. Leading the group were Twilight Sparkle and Rainbow Dash. The purple unicorn occasionally looked back and smiled at the two lovers. The cyan pegasus looked back a few times, always making eye contact with Pokey. Rainbow Dash’s eyes would narrow before her lips curved slightly upward and her head inclined in a sign of mutual understanding.

Behind Pokey were the rest of the Elements of Harmony. On the outside of the group, a dozen feet away at any point, were several Royal Guards, each with a neutral expression.

When the group stepped into the throne room Pokey set his eyes on Celestia. She was sitting regally upon her throne casually sipping at a cup of what he imagines would be tea. Off to the side were Princess Cadence and Shining Armor. The Pink Alicorns stomach was distended from being in her ninth month of pregnancy, another eight weeks at most and she would give birth.

Shining Armor gave a once over of Pokey and Rarity before glancing at Twilight. He gave a nod similar to the one Dash had repeatedly given to Pokey.

On the opposite side of the throne room Prince Blueblood was wrapped up in a jacket and standing stiffly. He kept a neutral expression on his face even as Ditzy Doo was nuzzling under his chin. Out from behind the couple Dinky stepped out and scanned the area. When the grey unicorn filly saw Twilight she ran out onto the carpet.

“Twilight!” Dinky called as the purple mare lowered herself to the ground.

“Hi Dinky! How are you?” the Element of Magic rubbed her nose on the filly’s.

“Good,” the blonde-maned filly replied, rocking on her hooves slightly. “The library here is really big, and the librarian lets me help with sorting through the books sometimes!”

“That’s good to hear Dinky.” Twilight looked up at the filly’s mother who was giving an approving smile. “Now, go sit with Ditzy, I have to talk with the Princess.”

With a quick nod the foal ran back to Ditzy and Blueblood. The Prince whispered into Ditzy’s ear and the three walked out of the room by way of a side hall.

When the group reached the base of Celestia’s throne each pony, and the single changeling, bowed. Celestia stood up and walked down to Pokey.

“Am I correct in assuming that you are Pokey Pierce?” Celestia inquired.

“Yes your Highness,” Pokey responded.

“And I am to understand that you are in fact a changeling?”

“Yes.”

“And that you have lived in Ponyville for most of your life?”

“Yes.”

“And all this time you did all you could to keep your true identity a secret?”

“Yes.” Pokey audibly gulped.

“And deceived all my subjects therein, including my personal student, and her close friend Rarity?” Celestia questioned

“Yes,” Pokey whimpered.

“And despite all this, you and Rarity still love each other?” Princess Celestia turned her head to Rarity who looked up at the princess.

“Yes,” Pokey and Rarity answered simultaneously.

“Then I ask just one thing of both of you: take care of eachother, and cherish one another dearly.” The monarch smiled and stepped back up to her throne. “Oh, and there’s no need to bow, we’re all friends here,” Celestia chuckled.

The group stood and Pinkie looked between Twilight and Princess Celestia, a pleading glisten in her eyes. Twilight looked at the solar princess who simply nodded. Twilight turned to the pink party pony and nodded.

“YAY!” Pinkie shouted, throwing two balls up into the air. They exploded into two clouds of confetti. one cloud was all white and purple, the other blue and grey. As they floated downwards on the couple the colors mixed and intertwined.