> Vampirism
>  by Someguy458
> --------------------------------------------------------------------------

> Chapter 1: Smells Like Changelings
> --------------------------------------------------------------------------

Nightmare Night came once more to Ponyville, bringing with it a sense of festiveness. Luna made another appearance, plenty of costumes were shown off, and Fluttershy actually tried to get in on the action with Angel Bunny's help.

But for one pony, this night would be the start of something life-changing.

This pony was Rarity, who had gone off to a costume party after the events of Scare Master. She'd had fun, although she did have to keep an eye on her costume's tail, and now she was headed back home, costume floating alongside her in her magic.

But as she walked down the street, she had the strangest feeling that she was being watched. And it wasn't the usual feeling she got for twenty-two minutes a week, either; this felt different.

She was about to pick up her pace, when a clatter arose from a nearby alleyway. She lit her horn and peered out into the darkness.

Down the alleyway, staring straight back at her, were two solid-blue eyes.

Rarity gasped. "A Changeling?"

The eyes seemed to realize that they had been seen, and the creature attached to them started to panic. Rarity could hear hooves dancing around frantically as the creature looked around, desperately looking for an escape. The alley it was in was a dead end, and flying away would expose it too much.

The fashionista stepped forward. "What are you –"

But Rarity's question snagged in her throat as the Changeling, out of other options, lunged forward. She tried to dodge, but it was too quick; it grabbed her by the foreleg and dragged her into the alleyway. Rarity yelped as the Changeling's fangs inadvertently pierced her flesh, but her mouth was quickly covered by a holey hoof. The other limbs grabbed Rarity, making sure she couldn't wriggle away.

The Changeling pulled its head away and hushed her, giving her pause. From what she'd seen of the Changelings (which, to be fair, was limited to her experience at the Wedding), she'd been given the impression that they were animalistic in nature. But this one seemed sapient, and even... Desperate?



It peeked out of the alleyway to make sure nopony had noticed, then turned to face Rarity again. "Please don't freak out," it said in a rather timid voice, surprising Rarity. So not only were they sentient, but they could talk Ponish as well?

The Changeling slowly lifted his hoof from her mouth, while still keeping his hold firm. Rarity took this opportunity to ask, "Why did you do that!?"

"Because, you saw me!" The bug defended. "You could've turned me in!"

Rarity rolled her eyes. "Well, that's no excuse for biting me!"

The Changeling, genuinely surprised at this, dropped Rarity. He looked at the fashionista's leg; indeed, it was now bleeding where he'd punctured the skin. "Oh no!" He cried out. "I-I didn't mean to– I just – I panicked, and –"

Rarity stared in disbelief at the apologetic Changeling. So, not only were Changelings self-aware, and not only could they speak, but this one... Seemed genuinely scared and sorry?

"Woah, WOAH! Calm down," Rarity reached out her good hoof to touch the Changeling's shoulder.

"But this is awful!" The bug chided himself, "I thought I was different, but now I've gone and done this! Oh, I should've known this couldn't work!"

Now Rarity was utterly confused. "I-I don't understand..."

The bug, panic finally burning out, collapsed to the ground and covered his eyes with his hooves. "Just take me in already," he whimpered, quaking with fear.

The fashionista gaped at the display before her for a moment, before she shook her head. "I shan't make any decisions until I know what's going on!"

The bug peeked through a hole in his hoof. "W-wha?"

Rarity donned a warm smile. "Come on, dear; tell me what's going on."

The Changeling seemed to ease up slightly, but still remained incredibly nervous. "W-well, I left the Hive about eight months ago, and–"

Rarity gasped. "You left your home?"

He nodded meekly.

She thought, "But eight months ago was Princess Cadence and Shining Armor's Wedding..."

"That's right," he affirmed. "I saw you and your friends fighting the Swarm, working together as a unit. I'd never seen such pure friendship before; I didn't want to steal it, I wanted to share in it! I knew I didn't belong with my kind anymore, so I... I left the Hive and came here to Equestria."

Rarity regarded him curiously. A Changeling who actually wanted to share friendship? It seemed almost impossible, and yet, here he was!

He continued, "But given our reputation ever since the invasion, I couldn't just come out and show myself! And I've been too hungry to form a permanent disguise, so I've been, uh, hiding..."

He sighed, collapsing to the ground. "And now, I've gone and done this. Maybe I'm not so different from my kin after all...."

Rarity gasped, reaching over sympathetically. "No, no, of course you're different, and that's a good thing! From what I'm hearing, it sounds like all you need is a friend."

The bug stared confusedly at her. "Why are you acting so nice to me? I just screwed over your life!"

Rarity pshawed. "Nonsense, it's just a bite; I'll be okay."

The Changeling shook his head, "Y-you don't understand; that bite is just the start!"

Rarity looked scared. "W-what do you mean?"

He responded by pointing a hoof at the injury. She looked and gasped.

Her blood was beginning to turn green.

"You're turning into a Changeling."
> Chapter 2: Don't Jump To Conclusions
> --------------------------------------------------------------------------

Rarity reeled, her head spinning as she processed the news. Of all the worst things that could happen, this was... Pretty darn bad.

But she managed to keep on a calm exterior, the only sign of her imminent meltdown being a twitch in her eye. "Well, no matter; we'll simply find a cure to reverse this."

The Changeling shook his head, a deeply solemn look on his face. "I don't think there is a cure..."

Another twitch broke through Rarity's mask. "I... I see... Still, it wouldn't hurt to see if Twilight can help."

The bug gasped. "N-n-no! Who knows how she'd react!? She might see me, see your injury, and fry me right then and there!"

Rarity pshawed, "Nonsense; I'm sure that she'll hear you out."

He gulped. "Y-you think so?"

"I know so," she affirmed, standing back up. "I'm Rarity, by the way; what's your name?"

He stammered, "Th-Thorax."

She nodded, "It's nice to meet you, Thorax, even if the circumstances are a bit... Unusual..."

With that, she began to walk out of the alleyway, careful to not put too much weight on her injured leg. She went about five steps before realizing that Thorax wasn't following. "Come on, don't be shy; I'll make sure you're safe."

He eyed her warily, a glint of hope showing in his compound eyes. Hesitantly, he began walking forward. She smiled, and together, they stepped out of the alley.

As they walked, they passed several ponies in costumes. Most of them complimented what they thought was Thorax's costume before walking along, to his surprise. A few did actually realize that it wasn't a costume, but the presence of Rarity seemed to quell their fears.

Eventually, they made it to Twilight's Castle. Rarity looked to Thorax, who meekly stared up at the looming structure. She knocked on the door, and after a moment, it began to swing open.

But instead of the familiar dragon or bookworm, they were greeted by none other than Princess Luna. Before Rarity or Thorax could even react, they were both subdued, slipping into unconsciousness.





Luna gasped, realizing what she'd just done. "Twilight! Twilight, come quickly!"

The purple Alicorn in question teleported in, but before she could ask what was wrong, she looked down and shrieked at the unconscious characters before her. "What happened!?"

Luna justified, "I opened the door, saw the Changeling, and... Well, I'll admit I panicked. Don't worry; she's just knocked out."

Twilight leaned over Rarity's body, making sure she was alright. When she saw the bite mark, she gagged, then stared at the Changeling responsible.

"It's okay, Luna. It's not her fault she was in the crossfire."





Rarity awoke with a start, finding herself on a couch in Twilight's Library.

Twilight, who was sitting nearby, jumped up. "Oh, thank goodness you're awake! We–"

"Where's Thorax?"

Twilight blinked, surprised. "The Changeling?"

Rarity nodded. "Twilight, what did you do with Thorax!?"

The Princess faltered, not expecting this at all. "B-but he–"

Rarity lunged forward and grabbed Twilight by her shoulders. "Twilight! WHERE. IS. HE?"

Twilight gulped, "P-Princess Luna took him –"

Rarity gasped. In a flurry of hooves, she sprang up and rushed out the door, not at all concerned about her injury anymore. "Spike! Quickly, come here!"

"Rarity!" Twilight called after her friend, but she wasn't listening.

Spike burst out of his room, halfway out of his costume, and a quill and parchment in hand.

Rarity rushed up to him and demanded, "Quickly, send me to Princess Luna!"

Spike gawked. "What!? B-but, I don't know if–"

"Please!" Rarity pleaded desperately. In a panic, Spike blew fire onto her.

The result was a burnt mane.

Twilight reached her. "Rarity, what is the matter with you!?"

The mare fidgeted on her hooves. "Twilight, teleport us to Canterlot at once!"

"Calm down, Rarity," the Princess began, "and explain–"

Rarity let out an exasperated shriek, "JUST TELEPORT, DAMNIT!!"

Twilight, out of fear, did as she was told; she channeled almost all the energy she had, and the three disappeared in a flash.

When they reappeared, they found themselves just outside of Canterlot's walls. Twilight collapsed out of exhaustion, and Spike reeled at the disorientation.

"Thanks, Twi, I can make it the rest of the way from here," Rarity quickly said, then she disappeared in another flash.

This time, when she reappeared, she found herself in Canterlot's Throne Room. Celestia, who was eating a rather large slice of cake, jumped at the sudden intrusion.

Even in her panicked and exhausted state, Rarity bowed. "Princess Celestia, where is Princess Luna?"

Celestia teleported the cake away, replying "She's, uh, in the dungeons."

Rarity bowed again, then ran off.

Celestia sat there in a confused stupor, unsure of what had just happened.







"I'm going to give you one last chance," Luna was growing furious. "Why did you attack the Element of Generosity? What is your master plan?"

Thorax pleaded desperately, "I'm not planning anything, honest!"

Luna scowled. "So be it."

She fired off a light-blue beam of magic straight into Thorax's forehead, causing him to fall unconscious once again. She focused her magic into giving him nightmarish visions in an attempt to force an answer out of him. He shuddered and squealed in his forced sleep, but the answers she wanted didn't come.

Luna readied another spell, but before she could unleash it, Rarity burst in through the dungeon door, followed closely by two pegasus guards that were trying to apprehend her. "Princess Luna, STOP!" She cried out as the pegasi tackled her.

Luna did a double-take, letting the spell fizz out. "Rarity?!" She signaled for the guards to back off, and they complied. "What are you –"

But to her surprise, Rarity rushed past the Princess and peered into the cell holding the convulsing Thorax. "What'd you do to him?!"

Luna, unsure of what was happening, stammered, "Well, I-I was trying to get him to confess, but he–"

Rarity groaned. "Thorax isn't evil! I thought that you, of all ponies, would be able to realize that!"

Luna stared confusedly at the Element of Generosity. "B-but, your leg–"

"That was an accident!" Rarity cried out exasperatedly, trying desperately to unlock the cell door.

Finally, the pieces clicked together in Luna's head. She gasped, appalled at herself, and quickly uncast the spell she'd placed on Thorax. He weakly opened his eyes as the two ponies unlocked the cell and came inside.

Rarity grabbed Thorax in her hooves and held him close. "Oh Thorax, thank goodness you're alright! I didn't mean for any of this to happen, I swear!"

Thorax rubbed his head. "R-Rarity? How did you get here? And what's going on?"

"Yes, Rarity," another voice stated coolly, "please do explain."

Rarity, Luna, and Thorax turned to find none other than Princess Celestia standing at the door, Twilight and Spike right behind her.

Thorax promptly fainted.
> Chapter 3: Accept-Ants and Punishm-Ants
> --------------------------------------------------------------------------

"...and that's when Luna came out and knocked us unconscious," Rarity finished recapping the events of that night. The others in the sitting room they'd moved to were smitten by the story.

"Woah," Spike commented, "dude's got some serious guts, running away like that. I know what it's like to feel different from your own species, but this..."

They all regarded the sleeping Changeling, who had been relocated to a nearby chaise lounge. "I'm so sorry, Rarity," Twilight apologized. "If only I'd been the one to greet you at the door, I might've been able to deduce what was going on, and I could've prevented this whole thing!"

Rarity waved her good hoof. "It's in the past now, darling. What's important now is that we're all on the same page."

Celestia reflected over what she'd just heard. "I'd say there's still the important issue of your infection, too," she pointed out.

With that comment, Rarity was suddenly reminded of the dull, throbbing pain in her injured hoof. She looked down at it, seeing that the skin around the bite was beginning to harden and turn black. "Ah yes, that... See, I was hoping that Twilight might be able to figure out a cure by taking a blood sample or something, then –"

Twilight cut her off, "I tried while you were knocked out." She levitated a vial of green blood into view, shaking her head. "It's completely resistant to my magic. And if Thorax says there isn't a cure..."

Rarity's heart sank. "Then that means..."

Twilight nodded. "I'm sorry, Rarity; we can't fix this."

That was the straw that broke the pony's back. Rarity began to tear up, whimpering. "I'm... I'm gonna... G-gonna turn..."

Celestia and Luna nodded solemnly, taking Twilight's word.

Rarity fearfully stared at her slowly transforming hoof, dreading to think of what would happen next. Would she lose who she was? Would she become shunned by society? What would her parents think of her? What about Sweetie Belle?

Finally, she couldn't hold it any longer; the tears started streaming down her face as she began to mourn the inevitable loss of the pony she'd worked so hard to become.

Twilight and Spike rushed over immediately, wrapping Rarity in a tight hug. "Rarity, it'll be okay," Twilight reassured her.

Rarity sobbed, "Th-that's what I told Th-Th-Thorax before he was at-t-t-tacked..."

Twilight and Spike gave each other a nervous glance, then leaned further into the hug. "If it makes you feel any better," Spike began, "This won't change my feelings towards you."

Rarity sniffled. "Thank you, Spikey-Wikey..."

Celestia allowed them a good while to get all their feelings out, before she spoke again. "Now, there's still the matter of Thorax himself. Intentional or not, he's permanently affected an Element of Harmony, and there needs to be repercussions. Seeing as you're the one who got hurt, Rarity, it only seems reasonable that you should decide his fate."

Rarity looked up from the group hug, thinking it thoroughly. "I'll wait until he wakes up, and then I'll decide."

Celestia nodded.





When Thorax awoke, he was surprised to find that he was atop a fancy chaise lounge, in an eloquent sitting room.

He was even more surprised to find Rarity silently sitting in a fancy chair and staring at the fireplace.

"Rarity?" He asked, rubbing his eyes. "Where am I? Where'd the Princesses go?"

"They're waiting outside," Rarity replied, barely any emotion in her voice.

Thorax reeled at this. "Are you okay?"

She vacantly shook her head. "There's no cure."

Even though Thorax had known this already, his heart still burst at her tone. "I'm so, so sorry, Rarity. Believe me, if I could go back in time, I'd make sure this didn't happen."

She looked at him for the first time since he'd woken up, and he flinched at the tear stains he could see under her bloodshot eyes. "It's okay, I don't blame you; you were only acting in self defense."

Thorax got up from his seat, and approached Rarity. "But still! I attacked you, and now you're turning into a Changeling, a-and..." He began to tear up, too, but he kept going, "And I'll do anything I can to make it right. Whether you lock me in a dungeon or banish me to the furthest reaches of Equestria, or lock me in a dungeon in the furthest reaches of Equestria, I won't argue."

Rarity looked up at him, an idea jumping into her head. "Will you help me through this?"

He did a double-take, then smiled. "Of course."

She reached her hooves out, silently asking for a hug. Thorax gladly accepted.
> Chapter 4: What Makes A Pony
> --------------------------------------------------------------------------

The next morning...

Applejack, Rainbow Dash, and Pinkie Pie stared in horror at the slowly spreading infection on Rarity's leg. Fluttershy looked anywhere else.

"So, lemme get this straight," Applejack finally spoke up, "Ya found a Changelin' in an alleyway, an' the only thing ya thought ta do is stand there an' gawk at it?"

Rarity blinked. "W-wait, that's the part you're concerned about?"

"Of course Ah am!" AJ snapped, "This wouldn'ta happened if ya hadn't frozen like a deer in front'va train!"

Rarity cringed at her friend's outburst. "He just looked so scared; I didn't know what to do!"

Rainbow butted in, "Call for backup? Use your magic? Do literally ANYTHING else?"

Rarity was about to respond, but Pinkie Pie moved in close, staring the dressmaker straight in the eye. "Are you telling me that there's been somepony new in town for a while now, and I haven't greeted them yet!?"

Rarity stammered out a half-coherent response. That seemed to be enough for Pinkie, though, as she immediately dashed off to retrieve her Welcoming Wagon.

The fashionista finally reassembled her brain into a working order and shouted out, "Is nopony concerned about the fact that I'm turning into a Changeling, and there's nothing we can do to stop it!?"

Everypony flinched at her words, before Applejack stepped up. "O' course we're concerned, Rarity. Yer goin' through some strange process that ya don't really understand, an' Ah understand that it scares ya."

Rainbow chimed in, "But just because you're physically changing doesn't mean you won't still be you! You're generous, overdramatic, hyper-romantic, and above all else, you love turning ugly situations into beautiful ones!"

Fluttershy nodded. "We love you for who you are, not what you are."

Rarity put her good hoof to her heart, touched by the sentiment. "Oh, girls, you have no idea how much that means to me!" She grabbed all three of them and gave them a big group hug.

It was at that moment that Pinkie Pie returned, Welcoming Wagon in tow. She looked at the group and whined, "Aw ponyfeathers, did I just miss a group hug!?"

They all chuckled, then parted to let Pinkie join in.





Rarity led Thorax to the front door of the Carousel Boutique, where the rest of the Elements of Harmony were waiting (and Spike, too). "Are you really sure this is a good idea?" Thorax asked warily. "Considering last time, I'm not so sure anymore."

Rarity chuckled. "Don't worry; this time, I've already told them about you."

Despite it having meant to calm Thorax's nerves, it only heightened them. "Did you tell them everything? Even the part where I, y'know, bit you?"

She patted his shoulder with her hoof, which was becoming darker by the hour. "They know it was an accident."

He calmed down for a moment.

That moment ended when they entered the building, and Rainbow Dash and Applejack approached. He withered under their scrutinizing glares as they scanned him.

Rarity saw how uncomfortable he was, and knocked the two lightly over the heads. "Girls, please be considerate! I assure you that Thorax here is quite nice, but you're making him feel like... Well, like a criminal!"

Applejack rubbed the back of her head. "Sorry, jus' makin' sure."

Rainbow Dash concurred, "Yeah, we're just looking out for the others. Wouldn't want him to turn out to be a spy or something... No offense."

Thorax, now somewhat more relaxed (but still downtrodden), put a hoof to his chin in thought. "Y'know, you kinda remind me of my brother."

Rainbow Dash raised an eyebrow. "How so?"

The Changeling elaborated, "He's kinda harsh and blunt, but I know he ultimately cares about me."

Rainbow looked surprised, but ultimately nodded.

Fluttershy, in a surprising show of bravery, approached them. "Uhm, m-m-mister Thorax?"

"Yes?" Thorax replied hopefully.

The timid mare took a deep breath. "I just need to know: will Rarity's transformation be painful?"

He flinched, obviously not prepared for that question. "W-well, I, uh – y-you see, it – Erm..."

Everypony stared at him worriedly.

Finally, he sighed. "I'm told that the wings growing in is the most painful part."

Rarity tensed up. "H-how painful, exactly?"

He cringed. "About as painful as box cutters piercing out from inside your back..."

Rarity looked at her back, where those wings would soon be developing, and shuddered at the thought. Fluttershy looked absolutely mortified.

"Th-thankfully, the rest of the process is more 'freaky' than 'painful'," Thorax clarified.

AJ watched him as he spoke, and once he finished, she nodded. "Thank ya fer bein' honest, Thorax."

Thorax blinked. "Why wouldn't I be honest?"

AJ opened her mouth to respond, but every argument she thought of sounded problematic now that she was actually thinking about it. So instead, she opted to simply say, "Yeah, yer right."

A momentary lull in the conversation followed. Taking this opportunity, Pinkie Pie rushed forward and cheered, "Welcome to Ponyville, Thorax!"

The bug in question jumped momentarily, but calmed down when Pinkie Pie presented him with a slice of cake. "Oh, thank you so much!"

"No problem-o!" Pinkie smiled broadly. "Anything for a new friend!"

Thorax took a small bite of the cake. Then he proceeded to devour the whole slice with his second bite. He moaned with pleasure as he used his long, forked tongue to lick stray frosting off his face. "This is the best cake I've ever tasted!" He cried out, starting to tear up from the pure ecstasy.

Pinkie blushed. "Aw, thanks, Thorax! I put extra love into it!"

Thorax responded by grabbing Pinkie Pie in a huge, friendly hug. Rainbow Dash gagged slightly at the display; AJ was too shocked to react; and everypony else was moved to laugh at the absurdity of the situation.

However, a shrill scream rang out through the air, cutting their moment short. Everypony turned to see Sweetie Belle, who'd just come home from school, staring wide-eyed at the scene before her. In the next moment, the little filly had disappeared back from whence she came.

Rarity jumped up and called out "Sweetie Belle, wait!" as she ran after her sister.

Thorax blinked. "Who was that?"

Twilight explained, "That was Sweetie Belle, Rarity's sister."

Thorax gasped. "She has a sister?! Now I just feel worse...!" He let himself fall onto his rump, staring dejectedly at his hooves.

Fluttershy saw how down he was becoming, and rushed forward to hug him, only to stop before she actually made contact. "It's okay, Thorax; Rarity will explain everything. Sweetie's a good kid; I know she'll act maturely once she knows what's up."

Thorax wasn't convinced.





Rarity quickly found her sister cowering behind the trash can outside. "Sweetie Belle, darling, it's okay! Thorax is a friend."

Sweetie said nothing; instead, she stared at Rarity's blackening hoof.

Rarity caught her gaze and reassured, "Don't worry about me; it's just a..." She hesitated, torn on whether or not she should lie.

Finally, she stated, "Look, Sweetie, I'll be straight with you: I'm turning into a Changeling."

Sweetie Belle gasped, but Rarity continued, "But let me make one thing perfectly clear: it wasn't Thorax's fault. He's been shunned and outcast, he was fearful for his safety, he... He acted out of self-defense, he–"

Rarity was interrupted when Sweetie Belle lunged forward and grabbed her big sister in a hug. "Wh-what's gonna happen?" she asked, her squeaky voice trembling.

"I..." Rarity hesitated. "I don't exactly know. From what Thorax has said, I'll still be me, except... Except as a Changeling now."

Sweetie looked up, tears forming in her eyes. "Are you scared?"

Rarity was taken aback by the question. It took her a moment, but she stammered out, "Y-yes, Sweetie, I'm scared... I'm scared of how I'll cope, scared of how I'll be seen by society... But mostly, I'm scared for you."

Sweetie Belle gasped, then smiled warmly. "Rarity, don't worry about me; I'll be fine. No matter what, you'll always be my big sis."

Now Rarity was tearing up, too. "That's a relief to know. But just promise me one thing."

"Yeah?"

Rarity looked her sister straight in the eye. "No matter what happens to me because of this, please don't hold it against Thorax."

Sweetie was dumbfounded. Usually, Rarity would be upset with anypony who so much as stretched out one of her dresses. But now, she was asking Sweetie not to be upset with the Changeling who'd corrupted her biology and her life forever?

Then movement caught Sweetie's attention. She looked over and was surprised to find Thorax meekly peeking around the corner. In the moment their eyes met, Sweetie Belle saw Thorax's insecurities, fears, and sorrow reflected in his eyes, and she instantly understood. "O-okay, sis," she finally replied, nuzzling deeper into the hug.





After that all wound down, Rarity proceeded to give Thorax a tour of Carousel Boutique. She brought him through the show floor, the kitchen area, the laundry area (that one he seemed to take a particular inclination towards), and the upstairs bathroom.

Rarity finished the house tour by showing Thorax where he'd be sleeping: in a sleeping bag (borrowed from Applejack) in Rarity's workroom/bedroom. He took to it like a cat to a warm lap, thanking Rarity vehemently.

Once Thorax had gotten settled in, Rarity made her way to the bathroom. As she began taking off her make-up in preparation for bed, she noticed that her horn had elongated and curved slightly.

To be perfectly honest, the idea of becoming a shape-shifter was starting to grow on Rarity. It'd certainly help her with making sure her outfits looked good on their clients. It still had the societal drawbacks, but if worse came to worse, she could just transform into her pony form while in public.

Rarity studied her now-curved horn, allowing herself a hesitant smile, before heading off to bed.
> Chapter 5: Strange Things
> --------------------------------------------------------------------------

Rarity's day began normally enough; she got out of bed, and made her way to the washroom.

But when she gazed into the mirror, she wasn't prepared for what she saw gazing back at her.

A quarter of her body had already hardened; her mane had begun falling out, likely to make way for the fin that most Changelings sported; one of her eyes was clouding over; holes were starting to form in her hooves; and just above her shoulder blades, two near-invisible bumps had begun to form.

She nearly screamed at the sight, momentarily overwhelmed by the fear. But the memories of yesterday quickly returned to the forefront, calming her significantly —although she'd be lying if a small part of her wasn't upset that yesterday hadn't just been a dream.

Sighing, she attempted to get back to her routine. No matter how hard she tried, though, her focus kept returning to the mirror. A morbid curiosity tempted her to simply stand there and watch herself slowly transform, but she had more important things to do; idle hooves are Tirek's playthings, after all.

So she lit her horn to grab her toothbrush, then groaned when she realized that her blue magic was now sporting neon-green streaks. "Ugh, really? Why'd it have to be green, of all colors?"

To her surprise, hoofsteps approached from outside the bathroom, and Thorax's voice replied, "It's the Hive's signature color."

Rarity opened the door to find Thorax rubbing the sleep out of his eyes. When he did, he cringed at the sight. "Ooh, that far already, huh?"

"It would appear that way, yes," Rarity nodded simply.

Thorax took a moment to look over her. "It looks like your wings'll be the next thing to come in, so just prepare yourself — y'know, mentally."

She nodded again, still cringing at the idea. She could barely feel two tiny pressures on the small of her back, but she knew that, soon enough, it'd be the worst pain this experience had to offer. "Right. Thank you, Thorax."

He nodded. "Yes, your Majesty."

Rarity began to turn back to the mirror, but paused as Thorax's words registered. "What'd you just say?"

Thorax then slapped himself, "I meant Rarity. Sorry, I lived in the Hive for so long that it just kinda came instinctively."

Rarity shook her head, "It's alright, Thorax. Truth be told, I've always had fantasies of being royalty."

Thorax blinked. "Really?"

She winked, "I used to want to marry a Prince, until I learned he was a stuck-up tightwad."

Thorax thought for a moment. "If I'm the son of Queen Chrysalis, then does that technically make me a prince?"

Rarity blinked, then smirked. "If so, then you'd better watch out; I might try and court you, too."

"Like that'd ever happen," Thorax chortled for the first time he could remember. It was a sound so adorably dorky that it made Rarity giggle, too.





Once she'd finished taking a shower (she skipped makeup because she couldn't think of anything that would look good even as her transformation progressed), she headed into the kitchen to make breakfast. The smell of haycakes and eggs eventually lured a drowsy Sweetie Belle out. "Morning, Rare," she mumbled.

"Good morning, Sweetie Belle," Rarity greeted as chipperly as she could. She turned around, but sighed when she saw Sweetie cringe at Rarity's new look. "Yes, I know; it's gotten worse."

Sweetie cautiously nodded. "Yeah, it's still really freaky."

"You're telling me," the fashionista quipped back.

"Are you still sure you're okay? No urges to drain ponies dry, or take over Canterlot, or s-stuff me into a cocoon?"

The fashionista raised an eyebrow. "Of course not! Whatever gave you such an idea?"

She hesitated before replying in a small voice, "I had a nightmare about it."

Rarity gasped, momentarily forgetting about breakfast so as to wrap Sweetie in a hug. "Oh, darling, I had no idea! What happened in it?"

Sweetie sniffled before recounting, "I was in the boutique, and you and Th-Thorax were there, but then you turned into that Queen, a-and you trapped me in a c-cocoon. Thorax t-tried to stop you, b-but..."

She wiped away a tear. "Thankfully, Princess Luna came and stopped it. But even then, I could tell that she was just as frightened as me; she wasn't able to give me any advice."

Rarity sat there for a moment, absorbing she'd just heard.

Then she smiled, "I think I have some advice."

Sweetie blinked. "Y-you do?"

The fashionista nodded. "Don't worry about it, because I won't allow that to happen."

Sweetie looked unsure af first, but eventually, she gave a smile. "Thanks, sis."

Rarity responded by lightly booping her sister on the nose, producing a giggle.

Then something occured to her: she hadn't yet taken their breakfast off the stove. She quickly turned towards it, only to find that Thorax had come in at some point and began tending the food. "Why thank you, Thorax," she gave him a relieved grin.

Thorax responded with a simple nod, then focused his attention back to the pan.

Sweetie Belle then looked up to Rarity. "So, do you have any plans for telling Mom and Dad?"

Rarity blanched. This whole time, the thought of her parents had completely slipped her mind! "Actually, no. But we've still got time to come up with one, so—"

"Uh, Rarity?" Sweetie now had a nervous look on her face. "You do remember that they're supposed to be picking me up today, right?"

Rarity's eyes widened. She quickly stood up, accidentally dropping Sweetie to the floor in her panic. "Oh no, I completely forgot!" She began shuffling on her hooves as she stammered, "Uh, erm, I don't— Maybe we could—"

The doorbell rang. "Sweetie Belle, you ready?" came a familiar voice from the other side.

Crap.
> Chapter 6: The Story
> --------------------------------------------------------------------------

Rarity was frozen in place. Between the frenzy that was Nightmare Night and the worries of her transformation, she'd completely forgotten that her parents were scheduled to come over and pick Sweetie Belle up. Now, they were standing outside waiting for Rarity to answer the door, and she didn't know what to do.

"Hello? Anypony home?" Her father's voice continued after a moment of silence.

"What do we do?" Sweetie whispered nervously to her big sister.

"I-I-I don't know..." Rarity stammered under her breath.

"Should we just open the door?" their mother's voice asked their father. "It's technically a shop, after all..."

That spurred Rarity to action. "S-sorry, just a moment!" she called out as she got up and hid in the hall. Waving a hoof, she whispered to Sweetie, "Say I got, uh, ill or something, I dunno; just go!"

Sweetie frowned. "Isn't that lying?"

The fashionista faltered. "I-I-I mean, kind of? It's more like, uhm... o-omitting some of the truth, that's it!"

The little filly's frown grew deeper. "Rarity, you know what Applejack would say..."

Rarity stammered incoherently for a while, trying to think of something — anything — that could delay what was now an inevitability. Seeing no way out of it, however, she finally relented. "Oh, alright, fine. But if anything goes wrong, it's on you for not reminding me sooner."

"What!?" Sweetie squeaked. "That's not—!"

"Sweetie, are you okay?!" their father's voice piped up at her exclamation. "That's it, we're coming in!"

Before either of them could react, Cookie Crumbles used her magic to unlock and open the door. Even so, Hondo Flanks still charged through it as though he were busting it down, followed closely by Cookie.

"Sweetie, what's wrong?" Hondo asked.

"Where's Rarity?" Cookie added.

"Are you hurt?"

"Is she hurt?"

"What—"

"STOP!!"

The whole room went silent at Sweetie's bold demand. She had to catch her breath before continuing: "Mom, Dad, Rarity needs to show you something really important, but only if you let her explain first, okay?"

It took them a moment to process that. Then Hondo asked, "Sweetie, what's going on?"

"Just promise to hear her out, okay?"

The two parents gave each other a confused look, before nodding slowly. "Alright, we promise."

Sweetie sighed in relief. "Thank you. Now, Rarity, if you would?"

This was it; the moment of no turning back. Rarity took a deep breath to steady her nerves, then, still hidden in the hall, began:

"It all starts eight months ago, at the wedding of Princess Cadance and Shining Armor. The Changeling Queen Chrysalis had successfully infiltrated into Canterlot, and her drones were running amok.

"But one of those drones was not like the others. He witnessed the camaraderie of my friends and me as we fought to defend ourselves, and realized that he wanted to share in that bond instead of stealing from it.

"And so, armed with nothing but his instincts, he left the Hive to try and make a life here in Equestria."

Hondo raised an eyebrow. "That's a very nice story and all, but what does this have to do with right now?"

Rarity sighed. "Because, on this past Nightmare Night, I met him. He had spent the last eight months just barely getting enough to scrape by, and he had become desperate. So when I found him in an alleyway and tried to approach, he mistook me for a threat and defended himself. In his blind panic, he...

"He bit me."

Cookie and Hondo both gasped. "Are you alright?" he asked, taking a step forward.

But Rarity stuck her good hoof around the corner and said, "I'm not finished." When they didn't move for a moment, she continued: "After he realized that I was not a threat, he became very repentant for what he'd done, and he is doing everything in his power to make amends. I-I can assure you that I've already f-f-forgiven him, e-even if... i-if..."

She couldn't go on any further; her voice devolved into hiccups and light sobs. Unable to wait any longer, Hondo and Cookie (along with Sweetie) dashed towards the hallway entrance, and gasped at the sight.

Rarity, already a quarter-way Changeling, was weeping softly, barely able to look them in the eye.

What felt like forever passed with neither side daring to make a move.

Finally, Hondo broke the silence. "R-Rarity?"

"Yes, father?" She visibly braced herself as if to say 'go ahead; just say what we all know you're thinking.'

They both stood there for a moment, taking it all in.

Then they rushed forward and grabbed her in a huge hug.

Rarity, for one, was shocked. Unable to form her thoughts into words, she simply sat there as they continued to try and comfort her.





Unbeknownst to her, Thorax had overheard Rarity tell the story.

And the fact that Rarity was genuine the whole way through touched his heart.
> Chapter 7: Rarity In The Sky With Diamonds
> --------------------------------------------------------------------------

Eventually, they broke up the hug and began to talk. While Hondo and Cookie were understandably frightened by this change, they made Rarity aware in no uncertain terms that they'd do whatever they could to support her.

Surprisingly, they insisted on staying for breakfast. Rarity asked for their reasons, and they listed the main two: it'd help them get accustomed to her changes, and it was a good excuse to spend time together as a family.

So naturally, Rarity accepted.





Twenty-seven minutes later, Rarity managed to convince Thorax to stop hiding in the bathtub and actually join them at the table. The Changeling quavered as he entered the dining room, the two parents carefully analyzing him as though he could explode at any moment. Tasting the air around them, he found not anger, but rather dread, as the main fuel behind their stares.

Not that it mattered; their stares probably could've melted lead.

"Mother, Father," Rarity began as formally as she could, "I'd like you to meet Thorax. Thorax, meet Cookie Crumbles and Hondo Flanks."

"H-h-hi..." Thorax stuttered. "I've, uh— i-it's nice to meet you."

"Likewise," Cookie stated simply. "We've heard a lot about you recently."

"Rarity here simply can't stop singing your praises," Hondo noted.

At that, Thorax blushed slightly. The parents took notice, and Sweetie gave him a sympathetic look, but nopony said anything.

Then Rarity cleared her throat. "Well, then, how about you four take a seat while I make some more haycakes?"

Sweetie Belle was the only one to take Rarity's offer; the other three eyed each other, not daring to move first. Huffing, Rarity used her magic to scoot all three of them closer to the table, with a reprimanding "Let's all be civil here". That broke them out of their standoff, and they took their spots at the table.

Nodding in satisfaction, Rarity headed back into the kitchen. Thankfully, Thorax had turned off the stove while they were busy panicking. She turned the knobs on the stove, and poured some more batter into the pan.

But as the batter began cooking, Rarity felt a peculiar sensation in the small of her back.

And then her back exploded with pain. She blurted out a very un-ladylike word as two razor-thin somethings began to rip out from beneath her skin, making her reel from the pain.

The rest of her family rushed in, alarmed by her language. "Rarity, what's wrong?!" Cookie gasped as she saw her daughter fall to her stomach.

Thorax saw the lumps on her back and gasped, "She's growing her wings!"

He dashed over to her side, moving quicker than any of them had ever seen him move. He immediately gave her his hoof, which she started squeezing, and started nuzzling the crook of her neck.

Hondo, Cookie, and Sweetie then arrived at her side, doing what they could to comfort her as well. The lumps on her back grew and shuddered, causing her to yelp out in pain and tighten her grip on Thorax.

SSSSLICE!

Finally, in one visceral moment, two semi-translucent wings burst out of her back, partially soaked in her now-green blood. Rarity's family gasped in disgust at the sight of it. Thorax flinched, but didn't say anything else; instead, he hocked a glob of Changeling Resin into his hoof, and began lightly applying it around the wounds to stop them from bleeding.

The worst of the pain finally over, Rarity took a moment to catch her breath. Once Thorax was done dressing the wounds, he stepped back to let her take inventory of herself.

Unfortunately, he was suddenly accosted by Hondo Flanks, who backed him up against a wall. "Alright, listen here, buddy," he began in a tone that left no room for argument, "Rarity may be vouching for you, but it's gonna take a lot more than that to win me over. Now, look me in the eye and promise that Rarity will not be caused any more harm by this, so far as you can help it."

Thorax looked the stallion in the eye, terrified out of his wits. Hondo may not have been the strongest creature the Changeling had ever seen, but he could certainly be intimidating when he wanted. "Y-yes, sir, I promise."

Thankfully, Cookie was there to pull her husband back. "That's enough, Hondie; he's just as worried as us, and making him wet himself won't solve anything."

He eyed the Changeling for another moment, before nodding and turning back to Rarity. "How're you doing, Rare?"

The fashionista, finally catching her breath, stood on shaky legs. Her brand new appendages twitched idly on her back as she took stock of herself. "Well, that was... Oww..."

Thorax rushed back to her side, helping her steady herself. "I'm sorry, I'm so so so sorry, I never meant for any of this to happen, I—"

"Thorax," Rarity cut him off, "calm down! I'm fine now."

"B-but you're not!"

"But I am," the fashionista stated firmly, looking Thorax straight in the eye. "I may seem weak, but I can handle a bit of pain — no matter what my father says," she added, pointedly glaring at the stallion in question.

Thorax sniffled a little. "You promise?"

Rarity smiled back, "I promise."

The two sat there for a moment, finding some comfort in each other's presence. The other three, meanwhile, were standing off to the side awkwardly, until Sweetie Belle spoke. "So, uhh, you've got wings now?"

Rarity blinked, then turned her attention to her new appendages. "Yes, I suppose I do."

With minimal effort, she began to buzz her wings. She lifted off the ground for a moment, but her wings were still too weak to keep her airborne for very long. Even so, everyone stared, slack-jawed — including Thorax. "Woah, you're already flying!? It took me months to learn that!"

"Believe it or not," Rarity admitted with a smirk, "but this isn't the first time I've had wings."

Now everyone was intrigued. "Really?"

The fashionista nodded as she landed. "Twilight once made me fake wings so I could visit Cloudsdale and watch Rainbow Dash compete in an event. Although I may have gotten carried away and entered the contest myself."

Hondo Flanks gasped, "Wait a second, I think I remember seeing something about that in a newspaper! 'Flashy Pony Flies Too Close To Sun During Best Young Flier's Competition', if I remember correctly."

To that, Rarity blushed. "Not one of my proudest moments. I'm just glad Rainbow Dash was there."

Sweetie Belle was practically bursting with anticipation. "I gotta hear this story now!" This was met with unanimous agreement.

"Alright, if you insist. It all started when we were reorganizing Twilight's Library..."
> Chapter 8: The Friends of Generosity
> --------------------------------------------------------------------------

Books flew from the shelves, glowing from Twilight's magenta magic. Spike thoroughly dusted the shelf space once occupied by the tomes, before Twilight placed them back in their spots.

The two repeated this process, just as they had every other Wednesday since they'd moved into the Castle.

Only this time, both of them had something else occupying their mind. And neither of them dared to talk about it.

Luckily, they needn't broach the subject; a pegasus pony, Cloud Chaser, suddenly burst in through the doors, out of breath from how fast she'd flown there. "Twilight, you've gotta come quick! There's a Changeling—"

"—near Carousel Boutique?" Twilight ventured flatly. When the pegasus nodded, the alicorn explained, "That's Thorax; Rarity's watching over him for the time being."

Cloud Chaser blinked. "Oh... Well, that certainly puts me at ease! Sorry for the intrusion, Twilight; I was visiting my folks in Cloudsdale for the holiday, so I guess I missed hearing about it."

Twilight nodded. "That's alright, Cloud Chaser. It happens to the best of us."

"Though you probably should be aware that Rarity, uh, looks different now, too," Spike added.

To that, Cloud Chaser pshawed. "Well, of course she'll look different; she's the best darn fashion designer in town!"

Twilight went to explain further, but the pegasus was already on her way out. "Well, thanks for clearing that up. See you around, Twilight!"

"Cloud, I don't think—"

With a heavy *slam!*, the doors closed, cutting the Princess of Friendship off. She grumbled, then decided it wasn't worth it.

Spike caught Twilight's gaze. "So, uh... what're your thoughts about it?"

"About what, Spike?" Twilight raised an eyebrow.

"About this whole situation, with Rarity and Thorax. How do you feel about all that?"

The purple alicorn sighed. "I don't know what I think yet; It's only been two days."

"I know, I know," Spike held up his hands in a placating manner. "Just gimme your gut feelings."

Twilight had to think about that for a moment. "Well, I'm definitely concerned for Rarity; that's a given. I suppose I'm also a bit miffed at Thorax for causing this whole thing, but given his past, I can't exactly hold it against him."

Spike nodded. "I agree, though I'm also excited for her shape-shifting powers."

Twilight paused. "Her what?"

"Y'know, shape-shifting powers? If she's becoming a Changeling, then that means she'll be able to transform, too. It'll certainly help with her dressmaking, and maybe — just maybe — she could transform into a dragon once in a while? Not for any particular reason; I'm just saying, it could be—"

Spike never got to finish that sentence; Twilight suddenly scooped him up in her magic and started rushing out the door. "I didn't even think of that! She's about to have access to so much new magic; I need to observe it!"

"This! Isn't! What! I! Had! In! Mind!" Spike managed to shout out as Twilight's running jostled him.

The Princess of Friendship was no longer paying attention, however; she had a study to write.





To any outside observer, Applejack was simply harvesting apples. However, Big Mac could tell that she was upset about something; she was kicking harder than usual. "AJ, is somethin' wrong?"

Applejack huffed, "Naw, everythin's fine. What makes ya think somethin's wrong?"

"B'cause ya nearly uprooted that last tree."

AJ looked back; indeed, the tree was left askew from how hard she'd bucked it. "Whoops..."

"What's gotten y'all madder than a timberwolf trapped in a net?" Big Mac asked again, concerned for his younger sister.

She finally relented with a sigh. "D'ya ever just feel like yer whole worldview is changin'? Like the world weren't so black an' white, an' it don't care iff'n ya understand that 'fore it goes 'n does somethin' drastic?"

"What happened?"

"Ever since the weddin', Ah thought that Changelings were nothin' but trouble, but now, Ah'm s'posed ta accept that Thorax ain't, even when he's hurt Rarity?? It just don't make sense!"

Big Mac pondered this for a moment.

Then he asked, "Did ya ever hear about what happened at Cranky an' Matilda's Weddin'?"

AJ raised an eyebrow. "What, the fireworks?"

Mac shook his head. "No, the Changelin' in the audience."

AJ's eyes widened. "The what!?"

But before she could say anything more, her brother held up a hoof. "He didn't do nothin' bad, AJ."

The farm pony blinked. "He... He didn't?"

Big Mac shook his head. "Nope, he just sat an' watched in silence. In fact, all anypony could get out of him was 'I came for some food'. Didn't help his appearance, though; most ponies who noticed were too frightened to stop 'n think."

AJ stood there, letting this revelation settle in her brain.

Then she slapped herself. "Aw, shoot," she cursed herself as she began to leave at an increasing pace, "Ah gotta find Thorax. Thanks fer the talk, Big Mac!"

"Eeyup," he stated simply as she disappeared from sight.





Fluttershy was feeding a family of crows when Angel Bunny approached, looking uncomfortable. He chattered something to Fluttershy, who paused in her chores. "What is it, Angel?" she asked.

He chittered something else, to which Fluttershy blushed. "Oh... Has my stress really been that obvious?"

Angel nodded, then said something in a genuinely concerned tone, a rare moment of outward caring towards Fluttershy.

Fluttershy sighed. "It's just that Rarity's turning into a Changeling. Not that I won't still be her friend, but I just wonder... How's she going to cope?"

The father of the crow family tweeted something, and Fluttershy responded, "That's not what I meant, Manfred. I meant, how'll everypony in town react? How'll that affect her business? How'll that affect Sweetie Belle?"

Angel then began a short speech. Fluttershy listened for a moment before replying, "Yeah, I suppose she's always been good at turning a bad situation beautiful..."

Angel then continued his speech for a while, Manfred and Fluttershy both nodding along with the points he made. All in all, it was rather intelligent for the little guy, and it's a tragedy that it doesn't have a direct translation into English.

Fluttershy gasped. "You're right, Angel! She won't let this get in the way of her dreams!"

Angel nodded proudly, glad he was able to calm Fluttershy down.

But then she shuffled a bit on her hooves. "But, something could still go wrong..."

And before Angel could say anything else, she was off.

Angel sighed. Sometimes, that pony just couldn't be helped.





Somewhere in the skies above Ponyville, Rainbow Dash was chillaxin' on a cloud.

At least, she was trying to. But no matter how much she tossed and turned, she was too restless to relax.

There was just something off about the whole situation; Rarity seemed to be acting a bit too nice to Thorax. She'd suspect mind control if Twilight hadn't already scanned for that, but something had to have happened. Rarity was just as disgusted by the Changelings as they'd been during the Wedding, but now, she seemed to be buddy-buddy with one? That didn't sit quite well with Rainbow Dash.

And it definitely wasn't jealousy; Rarity wasn't her type, and was totally out of Rainbow's league, even before this.

Finally, Rainbow Dash groaned, sitting back up. She wasn't going to get any answers just lying around here; she broke up the cloud she was on, and began to fly towards the Carousel Boutique.





Twilight arrived at Carousel Boutique to find Applejack, Fluttershy, Rainbow Dash, and Pinkie Pie all standing outside the front door. "What's everypony doing here?"

"Ah need to talk ta Thorax," AJ stated with a repentant look on her face.

Fluttershy added, "I want to make sure Rarity's alright."

"Same here," Rainbow dodged, with a noticeable dart of her eyes.

"Twilight wants to study Rarity's transformation," Spike offered.

"And we don't know what Pinkie's doing here, since she arrived first and hasn't spoken since." Rainbow Dash gave a glance towards the pink mare, who was currently staring at the door as if she could open it telepathically.

Twilight decided to avoid questioning it.

It was then that Sweetie Belle passed the window from the inside, saw the group, and opened the door. "What're you all doing outside? The door was unlocked..."

Everypony except Pinkie pratfalled at that. "Pinkie, why didn't you say so?!" AJ accused.

Finally, Pinkie Pie spoke: "I was waiting for everypony to get here."

Sighs were exchanged all around, before everypony rushed inside. 

When they finally found Rarity and Thorax, the scene they walked in on wasn't what they'd expected. Rarity, now sprouting wings, was telling stories to Thorax, as well as her parents, who were there for whatever reason.

Twilight stepped forward. "Uh, Rarity?"

The fashionista finally noticed them, greeting them with a wave of her hoof and a fanged smile. "Oh, hello, girls! I was just telling Thorax and my folks about our visit to the Rainbow Falls Trader's Exchange."

Rainbow Dash stepped forward. "Rarity, you've got wings again!"

"Ah, you noticed?" She set her wings buzzing, and lifted off from the ground, to the group's amazement.

Rainbow gave a smirk, her plans momentarily forgotten. "You know I'm gonna want to see how fast those babies can go, right?"

"We can race later, Dashie," Rarity promised teasingly. "But right now, I suspect that you girls have a reason for coming?"

AJ nodded. "Ah'd like ta see Thorax fer a moment in private, please."

Thorax blinked, staring at the farm pony for a moment. "S-sure...?" He stood up and followed her to a back room, leaving everypony else with Rarity and her parents.

"So..." Twilight began, pulling out a notebook and quill.

Spike sighed. This was going to be a long day.





Thorax stared nervously at AJ as they made their way to the back room. He couldn't detect any malice on her, but he was still prepared in case things went south.

That soon proved to be unnecessary, however, as she turned around and stated simply, "Thorax, Ah'm sorry."

He blinked. "Sorry for what?"

"Fer bein' so harsh to ya. Ah was so convinced that you were up ta no good, Ah ignored all the signs that'cha weren't. It took a talkin'-to from mah brother to make me see, and fer that, Ah'm sorry."

Thorax took a moment to process this. "Th-thank you, AJ..." They hugged for a moment, before the Changeling asked, "What exactly did your brother say that made you change your mind?"

"He told me about your visit to Cranky and Matilda's Weddin'."

Thorax raised an eyebrow. "I didn't go to a wedding other than the one in Canterlot..."

That caused AJ to falter. "But then, who did?"

They both stared off into the distance, unable to come up with an explanation.
> Chapter 9: Sharing Is Caring
> --------------------------------------------------------------------------

The next day, Rarity woke up to the sound of birds chirping. Rising, Rarity stretched out her new wings, along with the rest of her body.

Then she remembered she had wings, and frowned. What changed while she was sleeping this time, she wondered? Did she even want to know? Steeling herself mentally, she rose out of bed and headed into the bathroom.

Her transformation was complete; she was now full Changeling. The fin-like crest on the back of her head was slightly purple, her eyes seemed a few shades darker than Thorax's, and her wings were cloudy, but other than that, her body was Changeling in every way. Even her Cutie Mark was mostly gone, although, if one were to look closely enough, they could still see the faint outlines of the three gems on her flank.

She sighed, before getting into the shower. If she was going to be a Changeling, she was going to make it work.





Almost an hour later, Rarity stepped out of the bathroom. She now sported eyeshadow that helped smooth the transition between her dark chitin and bright eyes; glossy orange lipstick to contrast all the greenish-blue; and false eyelashes to help her retain her feminine look.

When Thorax saw her, he sighed — though whether it was out of relief or resignation, she could hardly tell. "I think it's over, Rarity."

"Unless this body has any extra surprises under the surface, then I'd agree."

«You mean, like this?»

Rarity leapt back with a yelp, but Thorax was able to catch her. "S-sorry, Rarity! I was just trying to see if you could hear the Hive Mind."

The fashionista blinked. "Hive mind?"

Thorax nodded. "It's an extra way we can communicate with each other. Well, unless the distance is too great; in that case, there's also a relic we can use."

Now that Rarity actually focused on it, she could hear a faint collage of voices in the back of her mind. Some of the voices were rather hazy, while others were a bit sharper and louder, but none of them were as clear as Thorax's just was — must be that proximity limit.

"Anything else I should know?" Rarity asked.

"You should probably know how to change," Thorax pointed out.

Rarity grinned slightly. This was the part she was most excited about. "Alright, what do I need to do?"

"Just picture how you want to look, then summon your magic. Let it wash over yourself — don't force it." To demonstrate, Thorax transformed into a blue colt with darker blue hair.

She paused at that. With such a limitless prospect, she'd thought that it'd take more effort than that.

Not that she was particularly complaining.

With a flash of fire, Rarity transformed herself so that she had her original hair. She would've transformed the whole way, but she didn't want to ruin her make-up.

Thorax blinked. "Wow, you cottoned on pretty quickly."

Rarity raised an eyebrow. "Well, it was rather simple."

He blushed, "It took me about a week to pull off my first successful transformation."

"Oh... Well, I suppose everypony has their own pace, and there's nothing wrong with that."

With another flash, they both dropped their disguises. "Alright, anything we missed?"

Before Thorax could reply, his stomach growled. He blushed sheepishly, "How about some food?"

"Ah, yes, how selfish of me," Rarity apologized. "Will this work?" She stepped forward and grabbed Thorax into a hug.

Thorax rolled his eyes, "Rarity, that's not—"

Then he froze as he tasted the air. "Uhhh... how are you doing that?"

She paused for a moment. "Doing what?"

"You're giving off love!" He declared as he backed off from the hug.

The fashionista looked at him for a moment, raising an eyebrow. "Yes, and?"

"Changelings have never been able to do that; that's why we've always had to steal it from others!"

Rarity paused. "Perhaps it has to do with my pony origins?"

Thorax shook his head, "It's never happened before."

She fell into silent thought at that. Then, remembering how Thorax had described life in the Hive, she asked, "Have any of you ever tried?"

Thorax went to give a rebuttal, but came up short. "Not that I can recall..."

Rarity then had an idea. "Thorax, how about you give it a try?"

He blinked, then nodded unsurely. Moving closer to Rarity, he gave her an awkward hug back.

Rarity smirked as she tasted a small amount of love coming from him. It wasn't much, but it was something.

After a moment, he backed off again. "Did I, uh... Did I do it?"

She grinned, "Yep."

His eyes widened, "Really? You're not just saying that to make me feel better?"

Rarity nodded, "That's right."

Thorax sat there for a moment, unsure of how to react.

Then he blushed. "That actually felt kind of... nice. Could we...?"

Her smile turned into a smug little smirk as she held out her forelegs in invitation. He grinned, accepting the hug in a heartbeat.

Eventually, Rarity had to break off the hug; she had orders to fill, after all. As she left, two things were left on Thorax's mind.

One: Were all Changelings capable of sharing their love?

And two: Why was Rarity's first instinct to hug him?
> Chapter 10: Public Eye
> --------------------------------------------------------------------------

"I hate to sound like a broken record, but are you really sure this is such a good idea?" Thorax asked as Rarity fussed over his 'mane'.

She tsked. "Thorax, you simply must have more confidence. The citizens of Ponyville are nice ponies; it absolutely won't happen immediately, but they'll warm up to you eventually."

"I'm not so much worried about me as I am about you," Thorax admitted, surprising Rarity. "The moment you step out that door, your social life is going to change forever, whether you want it to or not."

She paused, then put on a smile. "While I'm flattered that you care, I've lived in Ponyville for my entire life; they won't discard all of that just because I've changed. Besides, Twilight will be there to back us both up."

Thorax gulped, nodding cautiously. "Alright, I'll trust you."

Rarity smiled, using her magic to grip Thorax's horn — something she'd learned was a comforting gesture amongst Changelings, similar to two pegasi holding wings. In turn, Thorax gripped hers as well, and took a deep breath.

"Right," he breathed, "let's just get this over with before I psych myself out again."

They unlit their horns, and together, they stepped outside into the cool November air.

Several ponies were walking this way or that, with their own places to be and lives to live. There was a surprising number of them nearby, considering that Rarity lived closer to the outskirts of town than most. Twilight was also there, standing next to the entrance.

It took a moment for somepony to notice them, but once they did, the resulting scream and fainting got everypony else's attention.

"Changelings!" cried a stallion in a very manly scream.

"Somepony get the guards!" called another.

"Mares and foals first!" screamed a third as they jumped behind a barrel.

"Everypony, calm down!" Twilight shouted. "Thorax isn't a threat, and the other one's Rarity."

That did very little to calm them down.

"Rarity's a Changeling?!"

"Has she always been one?"

"I don't know what's real anymore!" A teal unicorn shouted. "What if I'm a Changeling?!"

Her cream-colored companion face-hooved. "Lyra, I think you'd know if you were one..."

"Not if I'm a sleeper agent or something!"

Slowly, paranoia began to overtake the crowd. They started to back away slowly, murmuring increasingly outlandish things. Twilight tried to calm them down, but they were getting too lost in their own heads.

Thorax couldn't take it anymore; he collapsed to the floor, covered his eyes with his hooves, and screamed, "I did this! I turned her! If there's anyone to be afraid of, it's me!"

That got everypony to hush up.

"If it wasn't for that stupid invasion, I wouldn't have found myself here in the first place! I wanted to leave as soon as I landed, but I was too afraid that I'd lose what little I still had, and when Rarity found me, I panicked and lashed out! Just get it over with already; I'll accept whatever you want to do with me!"

Rarity moved to comfort him, but Twilight held her back. "Wait a second, I think I know what's about to happen."

Unfortunately for her intuition, the crowd burst out with angry chatter as they began to approach Thorax, who still didn't move.

"…or not." Twilight blinked, then let Rarity go.

The unicorn-turned-changeling bolted to stand between Thorax and the angry crowd. "Stop!"

"Out of the way, Rarity," one of the stallions said, "if it really is you in there."

"No!" Rarity held firm. "I shan't let you harm a hair on his head!"

Twilight watched from the sidelines —  though this time, she had her horn lit, just in case things went south again.

"Look at yourselves! Is this really how Ponyville treats somepony different than them?"

"B-but it's a changeling!" an orange-maned Earth Pony shot back. "It attacked Canterlot, it hurt you!"

"Hasn't everypony made mistakes in their life?" She pointed towards a turquoise mare. "Lyra, you once broke a flower pot because you were mad that your favorite magazine was cancelled!"

"I-I didn't mean to, the cart just happened to be there! A-And I paid the girls back right away!" Lyra defended.

"And Thorax has been paying me back — he helped me through my changes, he's been nothing but apologetic for what he did, and —"

She paused when she felt a hoof on her shoulder. "Rarity, stop," Thorax pleaded. "You don't need to do this for me. Just walk away with some of your credibility left, please?"

"No! This has all been so unfair for you — you've given me so much, so let me give something back!"

"If you really want to give me something, then give me the knowledge that I'm not dragging you down with me."

Rarity was now starting to tremble. "Thorax…"

They stared into each other's eyes, before Thorax moved out in front of her. "Alright, I'm ready," he spoke to the crowd.

Said crowd, however, had just watched that exchange in a stunned silence.

Then they all started muttering amongst themselves.

"Y'know, now that I'm thinking about it…"

"Now I feel bad for wanting to…"

"Wait, didn't I see him on Nightmare Night? He seemed fine then…"

Slowly, the crowd of unsure ponies dispersed. A few stragglers wanted to stay behind, still unconvinced, but one look at Twilight's lit horn was all the dissuasion they needed, and they left as well.

Rarity sighed in relief. "Oh, thank Celestia that actually worked…"

Thorax was visibly dumbfounded. "Is everypony in Equestria really this forgiving?"

"More or less," commented Twilight. "Now come on, I heard there's a new malt shop downtown."

Thorax perked up. "Ooh, I've never had those before!"

Then he flinched. "But what if ponies attack us again?"

Rarity put a foreleg around his shoulder. "Then we shall face them head on, together!"

For once, Thorax actually smiled. "Yeah, you're right." With that, they headed into town.
> Chapter 11: Why I Forgave You
> --------------------------------------------------------------------------

Two nights later, Thorax reflected on everything that'd happened to him during his stay in Equestria.

Over the past week, he'd attacked Rarity, nearly gotten tortured by Luna, been offered a chance at atonement with Rarity, barely survived a visit from her parents, shared love with her, and now, the public knew about him. And while they weren't exactly enthused, they were at least indifferent towards him now (for the most part; there were still a dozen or so ponies that wanted him gone).

He supposed he should count himself lucky; if he'd landed anywhere else, his reception definitely wouldn't have been as warm. And he'd met so many nice ponies since coming here. Twilight was really smart, but not always a fast thinker, and that kept it interesting; Spike was really witty, and Thorax enjoyed what little time they'd spent together so far; Applejack was always straightforward with how she felt, but not as harsh as Pharynx; Fluttershy was just so darn cute that it hurt; Pinkie Pie was a constant sugar buzz, even if he could glean hints of an underlying depression at times; Rainbow Dash was... well, she was fast; and they were all so forgiving!

And Rarity....

Just the thought of her made him smile. He couldn't quite describe how he felt about her; it was like he knew that, as long as she was around, he'd be safe and happy. They'd given each other so much that he wished they could've met sooner.

But one question still lingered on his mind.





"Why did you forgive me?"

Rarity paused her work, turning back towards Thorax. "Whatever do you mean, Thorax?"

Thorax looked down at the ground. "I know why you don't hate me right now — I've been working hard to atone, and you're really appreciative — and I'm thankful for that. But what I don't understand is why you were willing to give me this shot in the first place. You could've sent me to the dungeons, or to the Moon, or sent me back to my old Hive and let Queen Chrysalis decide what to do with me. But you didn't. Why?"

Rarity paused to think of an explanation. As she did, she glanced idly around her workroom.

Then she looked down at all the gems she was using, and the perfect explanation came into her head. "Did I ever tell you about the time I was kidnapped by Diamond Dogs?"

Thorax gasped. "You were? Why?"

She nodded. "They wanted to use my talent for finding gems, and tried to force me to work for them. It was one of the most frightening experiences of my life at the time."

"Well, how'd you escape?"

She smirked. "With a little bit of quick thinking, I was able to make myself more hassle than I was worth, and they let me go with all the gems I'd collected under their supervision."

Thorax nodded unsurely. "Okay… but what does this have to do with me?"

"The point is that I could've held a grudge against all Diamond Dogs from then on."

Thorax blinked. "And you… didn't?"

She nodded. "As I later learned, the Diamond Dogs who'd kidnapped me were only a small offshoot that hadn't let go of their mining origins. Most Diamond Dogs live in the mountains further east, where they've actually become rather civilized thanks to their close proximity to Baltimare. In fact, I've got an order in the back room for a particularly generous dam's maternity gown; it's going to be quite stunning, with the white trim perfectly outlining her—"

"Rarity?"

The pony in question stopped her ramble, blushing slightly. She cleared her throat, "Yes, well, the point is, I could've closed myself from them because I had a bad experience with some. But if I had, I would've missed out on connections I never would've had otherwise. Hay, I've even started trying to get back in contact with those that kidnapped me, but on more proper terms this time. It's slow, but progress is certainly being made."

"But what about me? I hurt you far more permanently than those Diamond Dogs clearly did!" Thorax now had tears in his eyes.

Rarity stood up from her work. "You made a mistake, that is true, but I can hardly blame you, given your circumstances at the time. I simply couldn't live with myself if I didn't give you a chance."

Thorax blushed, and yet the frown remained. "I'm nothing special…"

Rarity stepped closer, a look of absolute seriousness on her face. "You, Thorax, are one of the kindest ponies I've ever met."

The tears were now beginning to double. "Even including Fluttershy?"

"Even including her."

He looked down at the ground, blushing and crying more fiercely than ever. Rarity responded by embracing him in her forelegs, an exact mirror of their positions that fateful night when they first met.

"I've never once regretted the decision I made. Even if I could go back in time and talk to my past self, I wouldn't do it, because no matter what I'd say, I know the answer would still be —"

But Rarity's admission snagged in her throat as Thorax, unable to hold back anymore, lunged forwards…

And planted a kiss on her lips.

She was stunned at first, but he quickly realized what he was doing and drew back, stammering with worry and embarrassment. "I-I'm sorry, you're just so nice to me... I-I think I love y—"

Suddenly, Rarity silenced him with a hoof tip. She gave him a very knowing look, before she kissed him much deeper, wrapping her forearms around him to draw him closer. He was also shocked, but lost himself in the passion of the kiss.

When they finally parted, they panted for breath, lost in each other's eyes. Then Rarity smirked, pulling him back in for Round 3.

Then Sweetie Belle walked in, followed by the other Crusaders. "Hey sis, I'm —"

Everypony froze at the sight of the two Changelings making out.

Finally, Apple Bloom spoke:

"WHAT THE—?!"
> Chapter 12: An Epilogue Is An Epilogue, No Matter Where You Come From
> --------------------------------------------------------------------------

"...and once again, the day is saved, thanks to Garbunkle, Sir McBiggun, and Beedle the Bard!" Spike declared, ending out another session of Ogres and Oubliettes. He and Big Mac were in costumes that Thorax had gotten Rarity to make for them ("For a super-secret reason that doesn't have anything to do with a certain game," he'd said), while Thorax himself had used his changeling magic to turn into his character directly.

Thorax and Big Mac cheered out, hoof-bumping each other. "Another great game!" Thorax grinned, letting his disguise dissipate and revealing his now cloudy wings.

"You said it," Big Mac took off his costume and stashed it in a nearby closet. "Same time next week?"

"Don't you know it!" Spike smirked as he started to clear the table of paper.

Thorax and Big Mac said their goodbyes, then started out the front door.

On the way out, they ran into a certain pale purple unicorn. "So, how'd the game go?"

Thorax took a breath to calm himself. "I have no idea what you're talking about, Starlight."

Starlight rolled her eyes. "Right, no idea."

"But if I did," Thorax continued, "I'd say that it was more fun than the last seven times. Hypothetically."

"Yes, very hypothetically." The unicorn wryly replied. She then glanced towards the door. "Do you know when they said they'd be coming back?"

"Hold on, let me check." Thorax paused in his tracks. «Hey Rares, when did you girls say you were coming back?»

It took a moment for her to respond. «The Royal Luncheon should be over in a few hours, why?»

«Starlight wanted to know.»

«Are you sure it's not because you want to hang out with your guy friends a little more?»

«Not at all,» Thorax lied.

A chuckle came through the Hive Mind. «Well, tell her I said hi, okay?»

«Will do, thanks!» "Rarity says hi, and the Luncheon will still be another few hours."

Starlight nodded. "Alright, I'm gonna write to Sunburst until then."

They exchanged pleasantries as well, before they departed out the front door. As they walked through town, Thorax returned any waves that were sent his way, and ignored others' stares of disapproval.

Finally, they reached an intersection, where Big Mac turned to head towards the farm. "See ya 'round, Thorax," he smiled.

"Bye, Big Mac!" Thorax waved fervently as the stallion headed back home. He was in such a good mood that he practically pronked his way home.





When he got to the boutique, he found the Crusaders, along with Twist, Diamond Tiara, and Silver Spoon eating cereal around the dining room table.

As soon as she saw him, Twist hastily pushed away her cereal, nearly spilling it in the process. "Well, thith wath fun, but I gotta go do... Thomething elthe, bye!"

"No need to leave, I'll only be down here for a minute," Thorax assured her, and Twist somewhat calmed down. "How're you fillies doing?"

"Great, big bro-in-law!" Sweetie chirped, getting up and giving him a hug (to Diamond Tiara's silent disgust, and Twist's visual discomfort).

"Ah'm fine," Apple Bloom nodded simply.

Scootaloo concurred, "We're good."

"I got a new frame for my glasses!" Silver Spoon chipped in. Everyone looked closer; indeed, her frames were more angular than before.

"Good for you, Silver Spoon!" Thorax smiled. "I'd love to catch up, but I'd better get upstairs."

He waved to them, before leaving the room.

As soon as he was gone, Twist sighed in relief, causing Sweetie to eye her. "What's gotten into you, Twist?"

Twist looked down at the floor. "I'm thorry! I know he'th good, but I can't help it; he'th just tho... creepy!"

"No offense to him," Diamond Tiara said, "but he kinda looks like he came from one of those corny alien invasion movies."

"That's my brother-in-law you're talking about!" Sweetie defended.

"I kinda have to agree, Sweetie," Scootaloo said carefully. "Of course, I know he's not going to suck us dry of love or anything, and it's cool that he can transform into just about anything, but... I dunno, it's just weird that he's dating your sister."

Sweetie turned to Apple Bloom. "What about you, Apple Bloom? Surely you can't agree with them?"

She sat silently for a moment, before sighing. "Eeyup."

Meanwhile, Thorax, who was listening through the door, sighed in defeat. Some things never changed, did they?

But just as he was about to leave, Silver Spoon piped up: "Well, I like him."

Sweetie perked up. "You do?"

She nodded. "He's just a little different, like how my dad likes both mares and stallions."

Apple Bloom thought for a moment, then nodded. "Ah s'pose yer right..."

Scootaloo relented as well. "Yeah, when you put it like that..."

Even Diamond Tiara shrugged. "He's still creepy, but I can see where you're coming from."

Everyone then looked to Twist. She thought for a moment, then shuddered. "Thorry, guyth, I don't think I can get over it; maybe thomeday, but not right now."

"Well, that's okay," Silver Spoon said, "As long as you're willing to try."

Thorax smiled. It may not have been much, but it still touched him to hear he was making progress. He got up and headed upstairs, getting to work.





"I'm ho~ome!" Rarity called out as she walked through the door. She was wearing a purple coat with her Cutie Mark on the collar, and the only thing she'd used her Changeling magic to do was to give her back her normal mane.

Thorax ran down to greet her with a big hug. "I missed you so much, Rarity!"

Rarity bopped him teasingly on the nose. "I could tell from you humming through the Hive Mind."

He blushed, "Did that really come through?"

She winked. "I'm just teasing you, Thorax, darling." He sighed in relief. "Were you really humming?"

Thorax giggled a little. "I was just so excited to finally finish this!" With that, he used his magic to retrieve a necklace he'd been making. The base was made from special hardened changeling resin, dyed pinkish-purple; and embedded in the front were three gems that perfectly matched Rarity's Cutie Mark.

Rarity, for one, was stunned. "Oh my goodness... You made this?"

"Yep," Thorax replied. "Took the better part of a month to get all the details just right, but it was worth it. And you haven't even seen the best part yet!"

Using his magic, he fastened the necklace around Rarity's neck. Immediately, she felt a bit of magic flow from the necklace into her, and her flank started to glow. In a matter of moments, Rarity's Cutie Mark had been temporarily restored.

Rarity gasped. "Wha— how did you...?"

"I may have gotten some help from Starlight with that," he admitted. "It'll bring out your Cutie Mark as long as you're wearing it. Do you like it?"

Rarity took a moment to process everything.

Then she lunged towards him, wrapping him in a hug. "I love it, Thorax! I don't know what to say, or how I could ever repay you!"

"Aw, there's no need for that," Thorax blushed. "Think of it as a way for me to say thanks for all you've done for me these last five months."

"Thorax, I insist on thanking you in some way." It was at that moment that an idea crossed her mind. She smirked seductively at him, "And I think I know just how..."





Both Changelings lay in bed with each other, panting. At some point, Rarity's necklace had been shed, and now lay next to Thorax on the bed. Her coat was also hanging on a nearby chair, and Rarity's hair illusion had been dropped to conserve her magic.

"That," Thorax panted, "was awesome. So that's what Twister is?"

Indeed, a dotted game mat still lay on the ground beside the bed.

"Yep," Rarity, too, was out of breath. "And if you want, I can show you what Twister is like without the mat."

"Nah, I'm good." Thorax waved a hoof, not getting the implication. "Maybe later, though."

Rarity smirked mischievously. "What, you too tired for a round two?" She rolled over onto her belly, slowly crawling across the bed towards Thorax, who was beginning to blush. She used her magic to pick up the necklace and wrap it around the back of Thorax's neck seductively. "Surely a big, strong stallion such as yourself can—"

Then Thorax's flank lit up. Both of them looked down at it, and their jaws dropped.

Thorax had earned a Cutie Mark, a single green hexagonal gem with a cartoonish gleam on the top left corner. Faintly visible in the center facet of the gem was Rarity's Cutie Mark encased in a pink heart.

Thorax and Rarity both gasped, Rarity's magic slipping and making her drop the necklace. As soon as it slid off his neck, the Cutie Mark faded to where it almost completely disappeared, just like Rarity's. "Did I just...?"

"I think you did..." Rarity concurred, just as shocked as him.

They looked at each other for a moment, uncertain as to what they should do.

Then Thorax grinned at her.

And she smiled at him.

And they both hugged each other, certain that, no matter what life threw at them, they'd be facing it together.

THE END