My Little Pony: Morphing is Magic

by Tricondon


Chapter 18

Author's Note: Written by Samaru163 and Tricondon.

Chapter 18

Rarity


“...and I could do nothing as that horrible Yeerk forced me to infect my students,” Cheerilee said, her face quivering on the verge of breakdown. I could do nothing but stare speechlessly at her as she recounted her story to us. And from the lack of sound I wasn’t the only one.

“Wait, Cheerilee,” I said suddenly. “Your students? How many of them? What about Sweetie Belle?”

“An’ what about Applebloom?”

Cheerilee shook her head. “No, I never went after either of them.”

I let out a sigh of relief upon hearing that.

“You shouldn’t blame yourself, Cheerilee,” Cassie said, still in Applejack’s form. Cheerilee looked from Cassie to Applejack in confusion.

“Why are there two of you? You said you weren’t Changelings, but it still doesn’t make sense.”

“It’s a long story,” Prince Jake answered. “Just know we’re here to help in any way.”

<I hate to interrupt, Prince Jake, but Tobias and the yellow winged equine are returning,> Ax spoke, or whatever he called this weird telepathy he used.

“Her name is Fluttershy,” I said tersely. I noticed Cheerilee giving me an odd look.

“Who are you talking to Rarity?”

Quickly I looked to Ax, who was trying his best to hold back a smile.

<That was a private thought speak, only those I wished could hear it,> Ax said with a small giggle.

“I heard it plain as day,” I replied.

“So did I,” Twilight added.

“Who is everypony talking to?” Cheerilee asked, the look of confusion growing.

<You could, but she couldn’t,> Ax said gleefully.

“I’m sorry for the confusion,” Prince Jake said. “I was just being informed that Fluttershy and another of my friends shall be joining us.”

“Ooooh, were you head-talking again Aximimimi?” Pinkie asked. “Could you teach me to do that? I mean, you’re me and you can do it, so I should be able to learn, right?”

“It’s not something that can simply be learned Pinkie. Sim-ply. Sim-sim-sim. Imply. Immmmmm.” Ax said with a smile.

“You sure are funny with words Aximimimimimimi,” Pinkie said between giggles.

“What have we created?” Marco whispered into my ear.

Cheerilee’s eyes widened in fear. “Head-talking? You mean just like that awful Yeerk can do?” She looked between Prince Jake and Ax. “Are you Yeerks too?”

“If we were Yeerks, why’d we save you from reinfestation?” Cassie asked.

Cheerilee was silent for a while. “I don’t know,” she finally admitted.

<Hey, guys. We’re back,> Tobias said, rather curtly I thought.

“And? What did the Princess say?” Twilight asked. Fluttershy shook her head.

“The guards wouldn’t let us in. Shining has another protective shield over Canterlot.”

“Hmm, I wonder if that’s bad news,” the other Rainbow mused. “I mean, if we can’t talk to her, then maybe it’s because she’s already infested and doesn’t want us to find out.”

<Well it’s mostly ‘cause they suspected us of being Changelings,> Tobias said while preening his feathers. <But that’s not all. We also flew by the train on the way back and overheard a few Yeerks talking about the cargo ship.>

“And?” Prince Jake asked.

<They definitely suspect the Andalite Bandits.>

“Great, now they’ll be looking for us,” Marco muttered.

“Bandits? You mean you guys are just petty thieves?” Rainbow asked.

“No, see, the Yeerks know only Andalites have the power to morph. So when they first met us they assumed we were Andalites who had survived the battle for Earth,” Cassie said.

“It’s the perfect cover,” the second Rainbow said proudly. “They’d never suspect a bunch of kids could do the damage we’ve done.”

“Wait, are you Andalites?” Cheerilee asked, clearly confused by all this.

<I am,> Ax thought-said, giggling at the end. <But the others are all humans.>

I saw Cheerilee’s eyes widen with shock and amazement.

“Humans? The Yeerks mentioned them a lot. I thought their world was far away from us.”

“It’s a long story,” Prince Jake said.

“Wait a minute Cheerilee,” the other Rainbow said. “Where did you take your students?”

Cheerilee blinked in uncertainty. “What do you mean?” she asked.

“The Yeerk Pool. Where is it?” Rainbow-two asked. “It has to be near town, right? Or maybe even in town.” Seeing the bewildered look on Cheerilee’s face, Prince Jake spoke up.

“She means where did you go to infest your students? The big pool where the Yeerks live, soaking up Kandrona Rays while their hosts are confined.”

“Oh, that,” she said somberly. “It’s in the Everfree Forest, near a patch of Poison Joke so nopony would go near it.” She then looked at us fearfully. “You’re not thinking of going down there are you?!”

“Of course we are, I’m not just going to sit around as these Yeerks take over my friends!” Rainbow said, propelling herself in the air in a fit of adrenaline.

“NO!” Cheerilee screamed. She tried to stand properly but her legs prevented her. ‘If you go down there you’ll all be infested as well!”

“Cheerilee is right,” Prince Jake said. I smiled, knowing he wasn’t about to risk anypony’s life, but he continued, “we’ll go down and see what’s happening. The rest of you should stay here, out of sight and out of trouble.” I frowned.

“What makes you think you won’t get caught as well?” I asked, rather loudly.

“We don’t, but we’re more experienced in entering the Yeerk Pool and surviving than you are,” Marco said calmly.

“How hard could it be?” Rainbow asked. “We go in, look around, and get out before they can even think about catching us. Easy.”

“Are you insane?” Rainbow’s double shouted. “They won’t need to catch you! They’ll just shoot you with hand-held Dracon Beams, or unleash Hunter-Killer Robots at you. And that’s if the Biofilters don’t already get you.”

“Rachel, enough!” Prince Jake snapped. He then turned to Twilight. “We’re going. I want the rest of you to stay here.” He looked up at Rainbow again. “All of you.”

“Please, your majesty, we want to help,” Twilight spoke.

Prince Jake shook his head.

“No. This is dangerous, and I can’t ask you to fight.” I recognized his tone of voice; Princess Celestia had sounded the same when she asked us to fight Discord.

“The Princess put us in charge of you, so we go where you go," Twilight countered, glaring at Prince Jake. I was shocked that she would stand up to royalty like that.

“The Princess’ orders were for you to accompany us to the castle,” Marco said. “We’re not going to the castle just yet. We’re going to find the Yeerk Pool and find a way to shut it down.” I still wasn’t accustomed to hearing my own voice speak in such a vulgar way.

“I agree,” I said, shocking both myself and everypony else. Seeing the look of confusion on Twilight’s face I continued, “we were only ordered to see them to Canterlot. Nothing more.”

Twilight looked to me in shock before bowing her head in defeat. “Just be careful, please.”

“They haven’t beaten us yet.” Not-Rainbow said smugly.

One by one they said quick goodbyes to us and Cheerilee before heading off towards Everfree. Rainbow fluttered down beside me, crossing her forelegs over her chest and glaring.

“Rarity, how could you let them go like that?!” she asked, not even trying to hide the anger in her voice.

I smiled, like you do when you have a big secret to tell. “It was the fastest way to get them to go. And we’ll be following behind, naturally.” Rainbow stopped glaring almost immediately, sharing my smirk and rubbing her hooves together in glee.

“Let’s do it.”


I always hated traveling through the Everfree Forest. It is such a dark and foreboding place, and you never know what kind of horrid monster will leap out at you next. Why anypony would find this place enjoyable is beyond me. But then again, these Yeerks weren’t ponies. And besides, what better place to hide out than somewhere nopony would be likely to stumble upon?

“How close do you think we are?” Fluttershy asked.

“I hope we get there soon. I’ll be cleaning mud out of my fur for days,” I complained.

“Girls, quiet,” Twilight whispered from the front of our group. “We don’t want to bring any unwanted attention to ourselves.”

We continued on in silence for a time. I was always looking to the shadows and waiting for something to reach out for me. Of course nothing did, but it’s better to be safe than sorry. Twilight was scanning the ground constantly, looking for hoofprints or anything else that would help us.

“I wish I knew how to track animals,” she muttered.

“Um, I think they went that way,” Fluttershy said, pointing off to the right. Twilight facehooved and muttered something else, but I was too far away to hear her.

“Alright, Fluttershy. Lead the way,” Twilight said after a moment, stepping back to let Fluttershy take command.

We walked in silence again, switching directions here and there. Fluttershy seemed to know what she was doing, and it wasn’t long before we found ourselves standing before a huge patch of Poison Joke. There was a break in the trees, allowing the plant to thrive. It completely covered the ground, stretching from the treeline to the cliffside. I stayed well back from the edge, not wanting to touch the foul plant again.

“Hmm, that’s weird. The tracks just vanish,” Fluttershy mumbled.

“Ah hope they didn’t walk through the Poison Joke,” Applejack said. We all nodded in agreement.

“I hear somepony coming!” Pinkie said.

“Hide!” Twilight said, and the six of us headed into the bushes and trees. Me and Pinkie had both jumped into the same one, even though it couldn’t comfortably hold us both. Before I could say anything I heard the sound of a number of hooves walking along the path. This was soon followed by voices.

I tried moving around so I could peek out between the branches and saw three ponies walking towards us, two earth ponies and a pegasus. The pegasus and one of the earth ponies were unfamiliar to me, but I recognized the third pony as Ponyville’s Mayor.

“I’m glad we were assigned these hosts,” the earth pony said to his companions. “Being in a Taxxon host would be horrible.”

“Just be glad they ate what they were supposed to this time,” the pegasus replied in a deep voice. “Last time Dessil 238 lost an arm to them.”

“Yeah, I was there. He was lucky not to have been ripped apart.”

“Both of you be quiet!” the mayor said authoritatively.

Both of them nodded and the pegasus took to the air. He flew over the Poison Joke and landed next to a large stone. Carefully he inspected the stone and set his hoof against it. There was a small click and the rock depressed around his hoof. The ground shook slightly as a large portion of the cliffside fell backwards, then quickly slid to the side, revealing a dark cavern beyond. Then a strange metal ramp began sliding out of the cave entrance, ending right where the mayor and her companion were standing. Without another word they walked across the bridge and into the cave. Once they were all across the earth pony pushed a small button and the ramp retracted. One it did the cave closed again.

Slowly the six of us came out of our hiding spots, congregating around where the ramp stopped.

“Hmm, that would explain why the tracks ended suddenly,” Fluttershy said, carefully examining the dirt near her hooves.

“Well what are we waiting for? Let’s go inside,” Rainbow said spreading her wings and flying over to the rock.

“Ah don’t think this is such a good idea,” Applejack said, though her objections were drowned out by the sound of the cliffside cave opening again.

Once the ramp was near us Twilight boldly walked over it and down the cave. I hesitated before following her. Soon all of us were inside of the cliffside and I hit the button to close it.

We were plunged into darkness for a moment. I was about to ask Twilight for some light when the cave lit up quite suddenly, though I couldn’t see from where. Cautiously we made our way down the cave tunnel, which eventually became a descending staircase, carved into the rock itself.

Every sound was echoed slightly, including our breathing. The further down we got, though, the less sound we made. Twilight stopped abruptly and I bumped into her. Curious, I squeezed next to her, wondering what she had seen, and felt my jaw drop. There was a huge bowl shaped cavern, higher than anything I’d seen before, even higher than Canterlot Castle’s main ballroom. All of this had been perfectly carved out of solid rock. And in the center of this bowl was a lake of sluggish grey water.

Around the sides of the cave were rows and rows of cages, all with whimpering ponies inside. Some were crying openly, others were attempting to break the bars, while most of the rest were simply sitting down, either unable or unwilling to escape.

Patrolling between the cages were humans and tall, bipedal lizards with blades projecting from their legs, arms, head and tail. Huge, bloated centipedes with four jelly like red eyes and a gaping mouth full of teeth scurried around them as well. Many of these creatures were also in cages alongside the ponies.

I heard Fluttershy whimper behind me and glanced back. She was stuffing a hoof into her mouth, trying hard not to cry.

“If we act like them they may not suspect us,” Twilight whispered.

“Wait, it might not be that easy,” Rainbow whispered, pointing a hoof down at the sickly brown pool. I followed her gaze and saw the mayor step out onto a metal dock not far from us. She walked to the edge and two of the large reptiles held her steady as they lowered her head beneath the pool. After a second they brought her up again, but this time her face was different. It showed fear, hopelessness, and other emotions. Quickly the reptiles shoved her into one of the cages and went to assist the next pony.

“That must be where the Yeerks go to feed,” I whispered.

“We can’t fake that,” Applejack muttered.

Just then I heard a shriek and scanned the area quickly, fearing that we’d been discovered. The screams continued and I eventually spied one of the reptiles dragging a tiny filly out of her cage, the terrified thing crying the entire time. It then dragged her to another dock, and brought her to the edge. My jaw dropped again as I caught sight of her mane, saw her pristine white fur, and recognized her immediately.

“Sweetie Belle!”

I clasped a hoof over my mouth, but the damage was done. A number of humans, lizards and ponies all looked up towards us. Immediately they began shouting and a number of humans and ponies ran towards us. All of the humans had a small, metallic object in their hands shaped almost like a small cannon. They aimed these strange devices at us.

TSEEEEW! TSEEEEW! TSEEEEW!

I heard the others cry out as bright flashes exploded around us.

“Quick, back to the exit!” Twilight cried.

We turned and ran back up the stairs, but found our path blocked by more ponies coming in. They were then reinforced by pegasi flying from the pool.

I felt something trying to grab me from behind and instinctively kicked. I felt my hooves connect with something and turned around to see a human fall over. He was immediately replaced, however, by one of the lizards with a second behind it. Looking around I saw that the others were equally as surrounded. So with no other option I shut my eyes.

A strange, gurgling noise filled my ears, and when I opened my eyes the lizard slumped to the ground. When it opened its mouth only blood bubbled out. The one behind it then stepped forward, its arm blades stained red. The ponies and humans all turned to it in confusion.

<Someone call for help?> Rachel asked.

I was about to cry out in joy when a loud roar swept it away. An orange blur then leapt over the crowd and swatted at the ponies blocking the entrance. One by one they all fell like stacks of cards.

<Bail. Now!> Prince Jake yelled.

I didn’t need any more encouragement. I turned tail and bolted for the exit, as did the others. We shot out of the cave and ran into the woods, not daring to slow down. The sounds of fighting quieted down, eventually disappearing altogether, but none of us stopped running until we emerged from the other side of the Everfree forest and saw Ponyville in the distance.

I stood there, panting and heaving, and looked around. Twilight was still terrified, judging by how she was looking around wildly. Fluttershy was curled up into a ball by Applejack’s hooves, hiding her face behind her mane and sobbing softly; Applejack herself was panting for breath, but not as hard as I was. I guess working on a farm all day keeps her in better shape. Pinkie worried me most of all; it was so unusual to not see a smile on her face. She just stared straight ahead, not focusing on anything. And Rainbow...

“Girls? Where’s Rainbow?” I asked. Slowly, everypony besides Fluttershy looked around, searching for her, but she wasn’t with us. Neither, I noticed, were Prince Jake and his friends.