My Little Pony: Morphing is Magic

by Tricondon


Chapter 14

Author's Note: Written by Samaru163 and Tricondon.

Chapter 14

Rachel


“...and when she opened the door, there was nopony there!” Pinkie said, flicking a flashlight rapidly under her face. I briefly wondered how she was operating the flashlight with hooves, but I decided to take Twilight’s advice and stop trying to understand Pinkie.

Beside me, I could hear the yellow Pegasus - Fluttershy, I think was her name - squeak and hide her head under her pillow. The orange one moved to her side and tried to coax her out of hiding. I saw Rainbow roll her eyes at the two of them, and with good reason.

“You call that a scary story?” I asked “I’ve heard scarier stuff from after school specials.”

“And I suppose you have a better one?” Rainbow asked in an almost challenging persona.

I pondered for a moment, thinking of something that would really scare these ponies speechless.

“It all started on a school field trip to the beach to study tidal life,” I began. “The young girl was bored out of her mind at the idea; an entire day of doing nothing but studying slugs and worms. Was there nothing worse?”

“What? Why would anypony be bored at the chance to learn?” Twilight interrupted. Pinkie gave her a long ssshhh as I continued.

“With nothing to do and several hours of boredom before her, the young girl headed away from the class and off on her own.”

“Not on her own!” Fluttershy squeaked.

“As she maneuvered around the shallow rocks, the bracelet her father had gotten for her fell between them. Refusing to go home without it, she climbed between the stones and went looking for it.”

“Is this supposed to be frightening?” Rainbow asked with a yawn. Ignoring her I finished the tale.

“And just when she had the bracelet in her grasp, the sky went dark and the girl found herself struggling on the rocks. But as she did, a horrible realization came over her. It seemed that she had been sliced in half by the rocks, and both sides of her body had functional minds. Two minds to comprehend the torture, two minds to scream in agony!”

Rarity let out a long drawn-out moan and collapsed on the floor. I stopped speaking while Twilight rushed over to her.

“Wow, she’s out cold,” Twilight reported.

I saw Cassie flash me one of her signature stares. I shrugged back and turned towards Rarity, who was coming around.

“You ok?” I asked. Slowly she gave me a nod.

“Of all the scary stories I’ve heard, that was the. Scariest. One!”

I sighed in disgust.

“That wasn’t even the scary part!” I complained, crossing my arms over my chest.

“Twilight?” a new voice slurred. I looked over to the back of the room and did a double take. A tiny purple-and-green dragon limped into the room. No, limp wasn’t right. More like he was struggling just to stand.

“Spike, what are you doing out of bed?!” Twilight practically shouted as she rushed to the dragon's side. “You need to get your strength back.”

“I heard Rarity yell. Is she alright?” the dragon slurred again. I wondered if it was due to him naturally speaking a different language than the horses.

“Oh my poor little Spikey-wikey” Rarity said as she too hurried to him. I could see the little dragons face light up in an all too familiar way the closer she got.

<Have our lives really become so bizarre that a unicorn hugging a dragon is actually viewed as normal to me?> Tobias whispered to me. I gave a slight nod that I knew he’d catch.

Twilight gently pulled Rarity and the dragon apart, though her face was full of sympathy.

“I’m sorry, Rarity, but Spike seriously needs to get some rest.” Twilight looked up at Jake, who nodded slowly. “He needs to recover.” Rarity gave Twilight an understanding look, and then smiled at Spike before coming back to the rest of us. Twilight levitated the dragon onto her back and walked into the room he had come from.

“Wait, Twilight, one last thing,” he said softly before whispering into Twilight’s ear. Nodding she brought him back over to our group.

“I just wanted to say thanks, Prince Jake. I...I’m so sorry I let this happen. I never meant to hurt anypony. I...” the dragon stopped talking, tears falling onto Twilight’s back as he looked down, facing away from as many as he could.

Cassie got up and walked over to him, gently patting his back. The dragon flinched at the contact and looked up into Cassie’s smiling face. She bore the look of kindness and compassion, as if trying to reassure the tiny lizard. He stopped crying, even managing a small smile of his own. Neither spoke out loud, but their expressions said more than words ever could.

With a wide smile Twilight returned the dragon to his room and rejoined us soon afterwards.

Jake yawned loudly.

“It’s late,” he said simply. “We should consider going to sleep.”

“I agree,” Twilight said. “We’ll have to get up early to catch the first train out of Ponyville.”

The others all nodded in agreement and we headed off to our sleeping areas. Cassie and I bid the guys farewell before going down into the basement.

“It’s strange, isn’t it?” Cassie asked once we laid out our blankets. The floor was cold and hard, but it was still better than the bare ground, and it was nice to have something to cover under. Those sleeps in the forest hadn’t given us the most restful of nights.

“What’s strange?” I asked. “The fact that we’re on an alien world, the fact that we’re sleeping in the basement of a house carved into a tree owned by a talking horse - sorry, talking unicorn - or the fact that tomorrow we’ll be heading off to explain the Yeerk invasion to their leader whose castle we sort of trashed?”

Cassie was silent for a long time. I hadn’t realized how hysteric I must have sounded.

“All of them I guess,” she said finally breaking the silence. ‘I mean, we’ve done plenty of strange stuff in the past, but this has got to be the weirdest.”

Oddly enough I found myself giving off a small laugh.

“Yeah, I know. Who would've thought that out of all the planets we could have landed on, we are stuck on the one inhabited by intelligent ponies who can use magic.”

“It makes sense, though. Humans have never had to deal with magic. It could make Earth’s assimilation all the faster, fighting a foe we don’t truly understand.”

I was silent after that. Cassie must have decided I wasn’t going to say anything more, since she fell asleep not long after. I lay down, staring at the dark ceiling, lost in my thoughts for some time.


“Rise and shine!”

The shrill voice brought me to a state of wakefulness almost immediately and I bolted up, looking around in a blind terror. It took me some time to remember where I was and what had happened the night before. I calmed down and found myself looking into the giggling face of Pinkie.

‘What are you doing?” I asked in an annoyed tone.

“Waking you up, silly. The others didn’t want to so I volunteered, because what’s better to begin your day than a smile?”

“Thanks Pinkie, now can you please get off me?” Giggling the pink pony hopped off me and bounced upstairs.

“Well she certainly seems chipper,” Cassie said with a yawn.

“I hate morning people,” I muttered as I followed Pinkie upstairs.

To my surprise, everyone else was already awake, but my surprise was quickly overshadowed by the alluring smell of pancakes and fresh-cut strawberries and apples. I mumbled a ‘hello’ to the others and headed for the kitchen, following the overpowering scent.

Inside I found the young dragon working the stove and dealing the pancake onto ten plates.

“Hey there!” he said upon noticing me. “Everything’s almost ready.”

“Shouldn’t you still be resting?” I asked the busy dragon.

He waved a hand - a claw? - dismissively.

“Naw, I feel just fine. A night’s sleep was all I needed,” he explained, though I thought he sounded just a tad too happy. But then again I’d be pretty happy too if I had just been freed from Yeerk control. I gave him a wave and headed back over to the others.

“Mmm, what smells so heavenly?” Rarity asked, pulling her facemask off. I considered asking her why she wore one, or where it came from, but was interrupted by the dragon walking into the room, pushing a wheeled cart stacked high with pancakes.

“Breakfast is served!” he said while backing away.

Eagerly we all approached the cart and took a plate. I was really surprised at how the ponies carried theirs. While Twilight and Rarity used their magic, Applejack balanced the plate on her nose as she carried it, but Pinkie bounced around the room, balancing her plate on her head. I watched for a few minutes, flabbergasted as to how she could do that without spilling anything. Finally there were the two Pegasi, who held the plates in their hooves as they flew after the others.

I grabbed a plate and proceeded to drown them in syrup.

“Would you like any pancakes with your syrup?” Marco asked. I sneered at him as I began eating.

“Hey, where’s Tobias?” Pinkie asked, looking around the room.

“He’s probably off getting his own food,” I replied as I took the first bite of my pancakes.

“Oh geez, someone stop Ax!” Jake cried. I turned in time to see Ax in human morph grab a pancake in each hand and stuff them into his mouth.

“Mmmmhh, fluffy and flavourful!” He somehow managed to say between mouthfuls. While most of the ponies were taken back by this, Pinkie just sat there and giggled.

“If you like these Aximimimimimimi, then you’re going to love the goodies I bake at Sugarcube Corner.”

Marco turned towards Pinke and gave her a grave, serious look.

“Pinkie, for the sake of you and your people, never let Ax near sugar!”

“Sugar. Shu-gar.” Ax echoed.

“Alright, everyone listen up,” Jake announced once it seemed that everyone had finished our meal. “I’ve been talking to Twilight, and we think it’s best if we ride them to the train station as flies.”

“And you couldn’t have waited until I’ve had time to digest?” Marco complained.

<Even me?> Tobias asked, flying in through the open window and perching himself beside an owl. I blinked a few times, wondering how I missed the owl earlier.

“Yes, Tobias. Princess Luna instructed me to keep an eye on all of you, and I intend to,” Twilight said authoritatively.

“Uh, hold on a minute,” I said. “We have to take the train? How long is the ride?”

Twilight thought for a moment. “It usually takes about four to five hours, though I could speak to the engineer, see if we can shorten that to three.”

<Prince Jake, we cannot stay in morph for the entire trip.>

“And we can’t demorph on the train. Who knows how many other ponies are Controllers,” Cassie pointed out.

“Woah, hold on there, pardner,” Applejack cut in. “You mean to tell me that these Yeerk things can take over ponies, too?”

“Sure, on Earth they infested normal horses to sneak into an air base,” Cassie said.

<So long as the species’s brain is not dispersed over their body the Yeerks can infest them,> Ax explained.

“So yer sayin’ that anypony in town could have a Yeerk in their head makin’ ‘em all evil?” Applejack asked, a hint of fear snaking its way across her face.

“Now you see why they’re so efficient,” Marco said calmly.

The room grew silent as the ponies took in what we said. I admit, it’s never easy to hear that your best friend, your schoolmates, even your own family members might be plotting against you totally against their will.

“I think we’ve wasted enough time, everyone. Let’s get moving,” Jake said, breaking the horrid silence.

Quickly the ponies excused themselves from the room so we could morph, all except Twilight again.

“Twilight, you might want to leave for this one,” Jake said softly. “It’s hardly pretty.”

“I think I’ll survive,” she said. “Plus it’s such a fascinating process to watch.”

Jake gave her a reluctant nod and I began focusing on the fly’s DNA. The first thing I felt was a popping sound in my midsection as two long, jointed spiny legs burst from my sides. As I looked down at them my skin became hard and black like asphalt. Next my bones liquefied as organs shifted, disappeared and new ones formed. Suddenly the ground came rushing up to meet me like a freight train as my vision exploded into millions of glass like pictures. Finally I felt my glossy wings burst out of my back. I tested them out eagerly as my mouth melted together and became a feeding proboscis.

Once I was fully fly I took off from the ground and tested out my wings; flying forwards, backwards, up, down and even hovering. And of course once in the air the fly’s powerful sense of smell took over. It was all the same smells as before, but magnified to an indescribable level. Luckily I clamped down on the flies instincts before I could go nose diving into the syrup however.

“Well, that was certainly an interesting experience,” I heard Twilight say with a touch of fear in her voice.

<Testing, testing, one-two-three. Can anyone hear me?> Marco chanted.

<I hear you just fine, Marco,> Cassie replied.

<Oh, yes! I can thought-speak again!> Jake shouted.

<Ok, we get it,> I said in an annoyed tone.

<Alright, Twilight? If you could say something so we could easily find you, that’d be super,> Marco politely asked.

“Sure thing,” dhe responded, and we used these noises to navigate to her position. It wasn’t easy, but we eventually did it. Once we were all on her fur I felt her skin and muscles move. Soon we were hit by a sudden blast of light and I knew we were outside.

<I hate these eyes,> Tobias whined. <You can’t see anything past the hairs on your legs with any degree of accuracy.>

“Where’s Aximimimimi and the others?” I heard Pinkie ask.

“Pinkie, shush. They’re trying to hide,” Twilight chided.

<Oh, goody. We’re trusting our lives to a blabbermouth,> Marco muttered. I hoped he remembered to only speak to us and leave the horses out of the loop.

Fortunately, it was still early enough that very few horses were getting ready for the day and we made it to the train station fairly quickly.

“Ok, we’ll be boarding the train as soon as it arrives,” Twilight said, probably as much for our benefit as for her friends.

We waited for the train with Ax counting out how long we’d been in morph every ten minutes. We were nearing the one hour mark by the time the train finally arrived.

<Great, one hour gone and we’ve still got a four hour trip to look forward to,> Marco complained.

I held back on yelling at him as Twilight walked onto the train.

“Hey, where is everypony?” she asked.

“Oh, Twilight, I had a lovely chat with the conductor and he’s agreed to give us the entire car until we reach Canterlot.” I heard Rarity say as she walked in with us.

“Ok guys, it’s safe to come out,” Twilight said.

One by one we flew onto the floor of the car and demorphed as quickly as possible. The first things my human eyes beheld were the shocked faces of the ponies.

“So that’s how ya change?” Applejack asked.

“Oh my, that was absolutely dreadful!”

“I-Is it over yet?”

“That was so totally awesome! Do it again! Do it again!”

“You looked so silly with giant fly wings, Aximimimimi!”

“Now you see why we didn’t want you watching,” Jake said once he was fully human.

“If you thought that was bad, you should see us go cockroach,” Marco said. I hoped he was joking.

The car jostled a bit as the engine came to life and began moving. I walked over to the window and peered outside, watching the scenery pass by. At first it was mostly settlements and farmlands, but later came thick and dense forests. Looking ahead all I could see was mountains. And nestled on the side of one of the larger ones was a walled city of golden pillars and white towers.

“I take it that’s Canterlot?” I asked Twilight.

“Sure is, and that tall building there is the royal palace,” she said excitedly

“The thing we crashed into on our way down,” Cassie murmured.

“From what Princess Luna said, yes.”

“Oh, joy. We get to talk to the guys in charge about how we destroyed their castle,” Marco muttered.

“I’m sure she’ll understand if we explain how we lost control. It really wasn’t our fault,” Jake said. I only hoped whoever was in charge was in a listening mood.


“How long has it been now, blue-boy?” Rainbow asked impatiently. She hovered around the top of the train car, crossing and uncrossing her front legs. She flew to the window and stared out longingly before landing beside Twilight. I could understand her anxiousness, though we were probably anticipating different things.

<It has been approximately two and a half of the current hours since our departure.>

“Look look look look look!” Pinkie exclaimed, holding her head out the window and pointing forward. Somewhat curious, I opened the nearest window and looked out as well.

“Pinkie, that’s a tunnel,” I said.

“I know! It’s going to get so dark!” Pinkie said. “We can tell more ghost stories!” I groaned inwardly.

The tunnel was long and deep. It probably went straight through the mountain itself. As Pinkie had said the inside was as black as the starless sky. Fortunately, the train itself had plenty of lights, so we weren’t left completely in the dark.

As we approached the dark tunnel Pinkie began acting strangely. She simply stood in the middle of the train car, stock still, muttering to herself. I walked a bit closer, curious as to what she was saying.

“Itchy right eye but not left, twitchy tail, wobbly right hind leg. Itchy right eye but not left, twitchy tail, wobbly right hind leg,” she said to herself, deep in thought.

Twilight came over not long after and listened as well. “What’s wrong, Pinkie? What’s going to happen?”

Pinkie merely shook her head sadly. “I don’t know. My Pinkie Sense is acting up, but I’ve never had this combo before.”

I was just about to question Pinkie and Twilight on what they were talking about when the entire train shook madly. I was thrown to the floor and smashed my arm against one of the chairs. Around me I could hear the surprised shouts from everyone else as they were also tossed around. The lights went out about the same time the train stopped and we were plunged into darkness.

“Hey, gang? Ah think we’ve stopped.”

“Thank you Captain Obvious,” Marco muttered.

I was about to retort when the sound of something hitting the roof of the train echoed across the car. Soon it was followed by dozens of similar sounds.

“What was that?” Twilight wondered, climbing to her feet. Or should that be ‘hooves?’ I thought to myself. “It sounds kind of familiar...”

<It sounds as if something has landed onto the locomotive’s roof,> Ax said. Suddenly there was a banging sound, almost as if the objects on the roof were moving.

“Battle morphs. Now!" Jake ordered. I could already see his teeth beginning to sharpen and orange fur spread across his face.

I heard the horses shocked gasps, but pushed them out of my mind as I focused on my grizzly bear form. My skin began to itch as coarse brown fur grew from it like weeds. My whole body grew until I was eight feet tall as my hands became massive paws strong enough to rip a door clean off a car. Each was armed with long and deadly black claws. Next I felt my face push out into a muzzle and my soft human teeth were replaced with the lethal ones of the grizzly bear. Finally my ears moved to the top of my head and i was finished.

<Well, perfect. Gorilla eyes see even worse in the dark than human eyes,> Marco complained. Normally I would have retorted, but I was forced to admit he was right. We were in pitch blackness and couldn’t see a thing.

The sound of glass shattering caught my attention and I swiveled around to face where the noise had come from, though the lack of light hindered my efforts to see anything.

I heard a soft fizzling noise to my left and I turned my head in time to see a ball of light come out of Twilight’s horn and bathe the area in an eerie purple glow. It wasn’t pretty, but at least we could see now. Twilight gasped as she looked past me at the broken glass. I scolded myself for losing focus and turned back to see what had startled her.

The things at the end of the car looked like ponies caught midway into an insect morph. Their bodies were jet black with a hard carapace and horn jetting from their skulls. Each of their four legs was filled with holes, leading me to wonder how they stood at all. On their backs were several sets of glossy wings and their eyes were a dull blue.

<What the heck are those?> I asked Twilight, never taking my eyes off the creatures.

“Those are Changelings!” the fear in Twilight’s voice was very evident. One of the creatures smiled at the word, revealing long, dagger-like fangs.

“What’re they doing here?” Rainbow yelled.

“We were sent by Her Majesty, Queen Chrysalis,” one of the Changelings spoke. He wore a suit of black armour, so I took it he was in charge. “She seeks an audience with you all, and it’s best not to keep her waiting.”

“Sorry, Ah’m not interested in meetin’ her!”

<Now we have a Queen to contend with?> Cassie asked, very clearly frustrated.

Four more Changelings buzzed in through the broken window, landing in front of the armoured one. The one nearest me narrowed its eyes at Ax. It made some chittering noises and the leader looked at Ax closely.

“You are not a pony. What are you?”

<Don’t answer that, Ax,> Jake ordered.

Twilight rushed in front of me, placing herself between us and the Changelings. She assumed a defensive stance, her horn glowing a bright purple.

“We’re not going anywhere!” she snarled.

“Yeah, we beat you before and we’ll do it again!” Rainbow said, placing herself in a battle stance.

The sound of more breaking glass echoed from behind us, and I half-turned around to see seven more Changelings fly in, hovering in the air.

“You don’t have much choice in the matter,” the leader said, snarling back at Twilight.

One of the Changelings leapt at Twilight.

“Rrrrrrroooowwwwwrrrr!”

I shouted as I blasted past Twilight and swung my paw at the Changeling. He clearly wasn’t expecting me, and I connected. It was similar to crushing a cockroach, the way it sounded as I broke the Changeling’s exoskeleton like a walnut. He let out a screech of pain and fell to the ground thrashing in a pool of green blood.

Around me I heard the roars and cries of the others as they joined the battle. The Changelings were afraid of us now, and I was finding it difficult to land another hit. Their ability to fly made it hard to anticipate their movements and they easily evaded my sluggish swings, biting and stamping their strange hooves on me.

<Ax, behind you!>

“Hey! Get off of Fluttershy!”

“You cannot possibly defeat us all!”

<There’s too many of them!>

It was pandemonium. I couldn’t tell who was yelling what. Maybe I was shouting too, but I was more concerned with swatting the pony-bugs and keeping them off me. I saw Jake claw at three of them who were unsuccessfully trying to pin his tiger body down. Marco was nearby, holding a Changeling in each of his gorilla hands and bashing them together. They both collapsed to the ground and didn’t get up.

FWIP! FWIP!

Ax’s tail blade swiped through the air and two of the Changelings fell to the ground, each cut through the middle. Cassie in wolf morph was next to him, snapping at any Changeling she could.

I spotted Rainbow Dash on the ground and hurried over to her.

<Are you alright?> I asked the blue Pegasi. She looked up to me and smiled before drawing back her hoof and connecting it with my muzzle. I stumbled backwards, staring at Rainbow in confusion. I glanced up in time to see two more Rainbows flying straight at me. I ducked and swung both paws, knocking them into the ceiling.

<What’s going on here?> Marco yelled.

I looked over. Three Changelings were briefly surrounded by a green aura and when it fell, Twilight, Fluttershy and Pinkie were standing in their place, all with snide smiles.

<Oh geez, they can morph too?!> I cried in exasperation.

Soon I found myself surrounded by five Applejacks, each one with a cold look on their face. I readied my right paw as they slowly continued their advance. Suddenly the middle one flipped to its side and kicked away all the others with relative ease.

<Nice one Applejack.>

“Duck!” she yelled. I dropped to the floor as Rainbow and Fluttershy buzzed over my head, but Applejack kicked both of them at the same time. They both collapsed in a heap of hooves and feathers.

I quickly got to my feet, but the battle was already over. No more Changelings were coming through the windows, and all those inside the train were either dead or unconscious; save for the leader, whose neck was currently between Jake’s jaws.

<Why’d you attack us?> Jake demanded.

“Queen Chrysalis demanded it,” came the leader’s reply. He didn’t seem inclined to say anything more.

“Stop!” Fluttershy cried. I turned to look at her as she crawled out from under one of the seats, tears in her eyes. She looked around at the beaten Changelings, the blood seeping into the carpets, and quickly shut her eyes again. “No more...please, no more fighting...” her voice was barely audible. Applejack and Rainbow both rushed over to comfort her, though what surprised me was Cassie running over as well.

<And who exactly is this Queen Chrysalis?> Jake persisted, ignoring Fluttershy’s outburst. When the Changeling leader didn’t respond fast enough, Jake clamped down his jaws a bit more, drawing that sickly-green blood again.

“She is the future ruler of Equestria.”

“As if!” Twilight said, “Princess Celestia and Princess Luna rule Equestria. They’ll never allow the Changelings to take over.” The commander turned to her and slowly smiled.

“Who said that only the Changelings were taking over?”