Sweetie trotted along the lonesome road leading out of the town of Ravenloft. She knew she needed to get away, before ponies came after her with torches and pitchforks. Before they burned down the Restaurant, with every non-pony inside it.

For just a little while, she had been able to tell herself that maybe - just maybe, she had found a place where robotic ponies lived. That she could have found a new home amongst her equals. That maybe there was even a place where robots and ponies could live side by side.

It was a dream that now laid in ruins. As broken and short circuited as the animatronics in that greasy restaurant.

They were not her equals, they were but mindless manikins dancing and singing to simple reels of code. Looked down upon by the normal ponies as nothing more than decoration in the shape of famous ponies.

Sweetie had not dared to stop and see what had become of the rest of the animatronics. Presumably they were all ripped to pieces by the bloodthirsty mob. The only survivor now walked behind her.

Sweetie turned around to see the replication of Rarity still following her. She did not know why, but she had just not been able to leave the manikin mare back there. Maybe for the same reason she would not have been able to leave her own sister to such a horrid fate.

-:: Logic error // She is not your sister ::-

-:: Error // The colors are all wrong // The mane is singed // One visual lens is ruined ::-

Sweetie could not allow herself to be distracted, Not while a lynch mob could jump out on any one of these houses.
She carefully trotted towards the end of town, making sure her infrared vision stayed off, so that nopony would be able to spot her with her red glowing eyes. Luckily, she managed to put the bulk of the town behind her without incident. Nopony was out tonight, hopefully they had bared themselves inside out of fear.

The village fanned out, and she began to trot normally along the single road left in front of her. She could let out a metaphorical sigh of relief as only a few sparse buildings remained on the outskirts of town

Sweetie jumped to her side, startled by somepony calling out her name. Out of the rain behind her, two strange creatures that had appeared. One looking like a giant bug, and the other like a ball with legs.

Yet, despite their sudden appearance. Her 'Stranger Danger' subroutine did not activate. For these were no strangers.

-:: Voice recognized // Raspberry Blue // Character tagged as 'friend' ::-

Not wanting to scare them, Sweetie made sure her Infrared vision remained off as she moved closer to the two figures.
Up close she could indeed see that it was Raspberry and her little friend Blueberry from the other day at Taco Teddys. The older Filly was dresses as a giant Ladybird, with two hearts at the end of a pair of springs for antennas.
The other , Blueberry , was even rounder than the last time Sweetie has seen him. He was dressed in a big round sphere that matched his natural blueberry color perfectly. on the top of it, a few green leaves and a stem had been added. And he was also wearing a hat made of leaves on his head (which, along with his legs, were the only things sticking out of the ball through a few cut holes.)

What were they doing out here in the rain? And why were they dressed up for nightmare night?

"Silly! Who else could it have been." Blueberry asked with a smile that sent her freckles sparkling " I don't know many other robots."

Was it really that obvious? Despite her armor and helmet and scarf - which she was glad she had tied around her face, she doubted Raspberry would continue smiling if she saw how she looked underneath.

"Besides I don't know many others who would be out walking around with a doll from Taco Teddy's."

Oh, that. Sweetie had sort of hoped that the darkness and rain would conceal them well enough to be taken for two ponies.

Raspberry waved at the Rarity doll, who proceeded to welcome them to Teddys Taco's, and reminded them to chew their food properly.

"Did Taco teddy give you two a day off?” Raspberry asked innocently enough.
She must not have heard what happened at Taco teddy, not yet.

The name rang a bell, and ignited a faint spark of hope. The mysterious alicorn and her costume cabaret of whatever it was that had been so prominently advertised as she entered town.

Sweetie just stared at her, trying to recall. But whatever Raspberry had tried to say had been blocked out by the ruckus of all the other fillies.

"I mean - Like you are dressed, I was sure you were about to go see the show." Raspberry continued "Its costume constraint today. All about changing who you are, to become someone else, or something you are not."

Been doing that all my life, Sweetie thought. I was so good at it I did not even notice it myself.

“Come oooooooooon!” Raspberry pleaded. Clearly disappointed when Sweetie gave no answer.

Her logic center told her that she had nothing to gain from going to a simple costume show. That she would only run the risk of exposing herself. But her heart drive clung to that small blink of hope. hope that there might be a real alicorn there. Somepony who could help her with her predicament.

There was just something in Raspberrys pleading eyes that made Sweeties Emotional processor process an emotion that she had not felt in to long. That desire to just be like a normal little filly again, when not daring to let a friend down had seemed like the scariest thing in the world. In a way - It still did, even If Sweetie had experienced far worse things, she had yet to let anypony down as far as she was concerned. Others might have let her down. But she did not want to go of the deep end by doing it to others.
Raspberry and her little friend blueberry might not be in mortal peril. But she could not let them down.

Raspberry and Blueberry led Sweetie off the main road and onto a small dirt path, hidden besides bushes and juniper trees.

Sweetie heard the voices, the laughter of children, of foals, fillies and colts, before she even saw the tent. It was a reasonable big circus tent with stripes of varying shades of green, sitting in a hoofball field hidden behind some shrubbery.
The tent was already lit up from the inside, making the stripes cast long cones of green shadows around the dark field.

Raspberry grabbed her little brother and headed in. Sweetie looked after them. Wondering how nice it must bee to have somepony of your own flesh and blood beside you. Someone of your own family. Someone just like you.

She looked up at the Replicant Rarity. This was the closest thing she had to somepony like her, and it was not even close. Its processor was too small, its circuitry minimalistic and the frame and pistons much weaker. This replication was perhaps also younger than she was. So completely inexperienced with the world, and unable to take it all in – like a mentally handicapped little foal.

Replicant Rarity remained sitting out in the rain, its one functional eye remaining on the spot where sweetie had vanished. No more aware of the world around it now than it had been a minute ago.

Inside, the show was already going. And the tent was packed full of fillies and colts and even some foals. All dressed having dug out their Nightmare night costumes.

Nopony noticed Sweetie as she entered. All eyes were directed towards a small gypsy wagon standing in the back of the tent. Where some sort of disco seemed to be happening. From the wagon, a great number of spotlights were waving around, lighting up the tent with waves of green light. A big disco ball was spinning on the roof and music was coming out of a few speakers along the sides.

From the center of the wagon, a small stage had been extended. And upon that stage was the star of the show, a mare dressed in an exotic dress, dancing around a green fire. Her body shook and wiggled like a belly dancer and a snake charmer combined. So flexible and smooth that one could be mistaken for believing she had no bones in her tan brown body. With quick and energetic moves she had the audience hypnotized. Her frilly black hair and red, wide dress flowed like water as she waved it around, sending hundreds on tiny golden little bells that were woven into the fabric ringing a frantic melody. She even had bells strapped around her fetlocks and in her earrings.

”Behold an marvel at the mysterious madam Macadame's marvelous powers!” Bellowed the mare in an exotic accent that Sweetie could not place. She waved her hooves at the fire, and it erupted into a green pillar of flame that shot up high in the air, yet not high enough to burn the roof of the tent. When the flames evaporated, several butterfly's started circling around the roof. The spotlights all shone upwards for emphasis. And the children applauded.

Sweetie scanned the audience for Raspberry and Blueberry. They had squeezed themselves a few rows into the crowd. Sweetie wanted to join them. But it would be best to remain on the outside of the crowd, near the exit, she thought as she pulled her bandanna a little higher up over her muzzle and hunkered down next to one of the tent-poles.

”Madam Macadam can transmute everything into anything” The mare on stage proclaimed, as she pulled out a chair and placed it in the fire. The green flames licked the stool, but did not burn it. Madam Macadam then waved her hooves some more and threw some powder onto the fire. Again the flames shot up into a pillar. And when they subsided, there was a tall tree where the stool had been. Thin at first, but the branches quickly grew out into a wide and voluptuous crown that before their eyes started to sprout leaves, as green as none of them had seen since before Autumn.

The crown grew until it covered the width of the tent. The stem thickening along with it, and roots started dropping down from the stage and burrow into the ground.

Just as they all were sure the tree was about to outgrow the tent. Another flash of green flame bellowed it, and in an instant it was gone, leaves roots and everything. In its place there now stood a bizarre sculpture, carved entirely out of wood.

Madame Macadame pranced around the sculpture to the wild applauds of the crowd. In quick succession she transformed the sculpture into a totem pole - Filled with funny faces that drew laughs from the onlookers - To a walking stick that she did a little dance routine with - To a Door, complete with a wooden frame that she disapeared behind.

When she re emerged through the door but a second later, she wore an entirely new dress. A blue sleeveless dress with white ribbons.

She kicked the door down and stepped into the circle of flame herself. The pillar of fire rose again. And in that green flash - she had become a very different mare. Now with a light brown color scheme dressed in a Canterlot royal tuxedo, complete with a top hat that rested above her her long and pointy horn.

To show that it worked. she lit the horn in a green aura, She lifted the door, and with a magical flash transformed it back into the stool it had been. She then pulled her hoof into her hat, and pulled out a flurry of caramels that she let rain onto the crowd.

Sweetie tried not to think about her ruined tongue as some hard caramels bounced of her helmet.

In another green flash, Madame Macadame became a Pegasus. Great yellow wings sprouted from her back as she leaped from the stage and soared in circles over the crowd to show that these were no fake. Then she became a handsome stallion with a big mustache. Prancing around swaying his hips and asking if the new slim gala dress made him look fat. Drawing lots of laughed from the crowd.

Agreeing that he was too big for this suit, he casually stepped through the circle of fire again - and instantly became a colt. With the dress now far to big for her. And in the next moment she was Madam Macadame again. Only now she was a filly. With a version of her original gypsy dress fitting her perfectly.

The crowd of fillies stomped the ground in wild applause as filly Macadam bowed deeply.

She then proceeded to dance her hypnotic dance again. Wriggling around like a snake while trowing powder into the fire. The green lights started swooping the crowd and occasionally blinded Sweetie with a light that seemed to have intensified. The music increased in volume and a lot of mystical smoke started to pour from the stage.

As the dance went on. Madame Macadame slowly grew from a filly and into an adult mare. The crowd just stared, awestruck and hypnotized. All the cheering and hoof stomping had stopped. Sweetie had almost not noticed how silent and still the crows had become over the blinding lights and how loud the music was.

And ... she must be imagining things, but had everyponys eyes turned green? Or was that just the lights? And there seemed to be something moving in the smoke that now embedded the crowd. Small tendrils that shimmered in and out of existence with each sweeping move of the spotlights. Tendrils that seemed to wriggle out of everypony, and moved like snakes towards the stage.

From everypony except Sweetie that was. She had to shake her head to make sure she was not as spellbound by the dance as everypony else seemed to be. But it would be hard not to take once eyes of the stage, where the dancing Madame Macadame was growing bigger than she had been before. Wings sprouted once more from her back and a horn shot out from her forehead, and her mane and tail became so long voluptuous that they started to hang down over the edges of the stage.

Before Sweetie could think any further about it. An explosion erupted on the stage. Several fireworks detonated in various shades of green, and flame fountains erupted from the sides as the lightshow came to an end and Madame Macadame reappeared, now a tall pink Alicorn with a long golden curled mane and wings whose edges bore all the colors of the rainbow. There was even a crystal tiara on her head.

"Thank you, Thank you." She proclaimed, and lowered her wings and head in a royal bow. "You are really a most wondrous audience."

The crowd lingered for a moment. Slowly dropping out of a haze as the green smoke evaporated. But when they laid eyes on the alicorn before them. The whole tent shook with applause

"Dear crowd - Dear fillies and colts! you have had the privilege of witnessing the Great and Magnificent Madame Macadame."
“Now. For the big finally. Madam macadam needs a volenteer. Who of you are brave enough to step up and receive the once in a lifetime chance to become something your not?”

Her purple eyes swiped across the crowd. Her horn lit up with a rainbow colored aura, And the lights on her wagon started sweeping out across the audience.

“Would you like to become an Earth pony? Or a unicorn? Or a pegasus? Why stop there? Why not a Zebra. Or a griffon? Or a dragon!?”

The happy faces disappeared as the crowd started to become nervous. No pony dared to speak up.

Madam Macadame pointed out at the audience. All the lights immediately converged to shine down upon a single filly dressed up as a lion.

"Would you are to, Just this once, Have the chance to become a Real Roaring Lion!?"

Madame Macadame moved on, and centered the lights and her gaze upon a colt in an space suit.

“Will it be you?, Brave colt. who gets to experience what its like to be a creature from beyond the stars!?”

The whole tent seemed to go silent as Everypony turned their heads to look at her. The drum-roll that had been playing on the speakers came to a stop as if she was the punchline of the show. Even the alicorn on stage looked stunned.

If Sweetie had a heartbeat – It would have been racing right now. In that moment she wanted to sink thought the ground. Let the earth swallow her just so she could get away from those horrible, horrible eyes.

Sweetie had already undergone enough change to last ten lifetimes. But maybe, just maybe, this was the solution to all her problems. She only gave a small nod as Madame Macadame waved her up on stage. The crowd separated, forming a narrow walkway to Madame – the master of transformations.

Slowly, Sweetie began to walk towards the alicorn. Hoping that nopony saw through her ”disguise.” The crowd edged her on. Stomping their hooves in anticipation. But mostly just staring in awe at the realistic ”costume.” From somewhere in the audience, Raspberry cheered out for her as she climbed on stage. Then the crowd fell silent as madame took the word.

”Madame must say, that when she challenged you, fillies and colts of the town of Ravenloft – To a costume competition. She did not believe that she would find such devotion to the craft of changing one self. Madame dare believe that we have a winner in the costume cabaret!"

“Now, little filly. Command me. Tell Madame Macadam what you want to become!”

The whole tent was silent and all the lights were directed at her. Everypony was eagerly awaiting what she would say. Sweetie wanted to crawl out of her metallic skin and disappear. If these ponies found out what she really was, there would be panic. It would be Ponyville elementary all over again. But maybe, just maybe, This madame Macadame was the real deal. Somewhere inside her, that little light of hope still shone, that maybe, this was the stars answer. Her one true Hearts Warming Eve wish coming true in front of a crowd of new friends – like the climax to some heart warming carol.

A silence follower her question. Somepony coughed into their hoof. Then some other pony started booing.

“My little friend” she smiled. “Are you sure you don't want to try to be something else? You already are a pony after all.”

What was she to do? Should she show them the truth and risk panic, would this magician even attempt to try and transform her if she knew the truth?

It was Raspberry, having climbed on top of the big blueberry sphere that her brother was dressed in.

Madame Macadame looked confused for a moment, then let out a understanding laugh.

She laughed and patted Sweetie on the helmet. Sensing that the crowd was about to grow restless, she cut to the point.

“If to become a real pony is your one desire, my little machine. Then your wish is my command!”

She designated Sweetie to stand in the circle of green, fire that was now burning low. Standing this close sweetie could see that it really was a circle, carved into the scene with a bunch of mystic looking symbols and runes in the middle. The fire was only burning along the outer rim on the circle – Leaving just enough space for one pony to stand in the middle.

Wasting no time. Madame Macadame waved both hoof, horn and her entire body around as she danced round Sweetie. The symbols beneath Sweeties hooves started to glow. Sweetie barely had time to brace herself before she was blinded by a bright green light, and the magical flames shot up high around her.

What happened? Sweetie did not feel any different. She looked down on herself. And saw not a metal encased torso – but a pair of pink hooves, attached to a pair of pink furry legs.
Sweetie lifted the leg in front of herself. Watching it move to her will.

Did it work? She tried to feel it. But her touch sensors remained silent. They could not connect to whatever it was that now surrounded her body.

No … It did not work. All her systems were there in her head to confirm that she was still as mechanical on the inside as she had ever been. A quick checkup through herself revealed that she was still wearing her armor. Through the holes in her isolation she could send energy into the plates, confirming that they were still there. She could even fell the helmet on her head through a small electrical surge through her copper mane. It was all just hidden beneath whatever magic Madame Macadam had cast on her.

The other foals in the audience were applauding now. Madame Macadame brought out a mirror fro Sweetie too see the new self in. A pink filly with a wight mane looked back at her with blue eyes. Madame bowed and relished in the awe of the crowd. Boasting about her abilities.

The costumed party continued for a while. With more transformations being held. Ponies were changed into real life versions of whatever their costumes were supposed to bee. There were lions and aliens and trees. Raspberry became a giant ladybug and her brother a big round blueberry. There was candy and dancing and a lot more green mist. At no point did anypony question the authenticity of the transformations. They were happy to relish in what they saw.

Eventually, everypony changed back into their true selves. Though Sweetie suspected it had more to do with whatever illusions Madame was using were fading, Even if Madame herself claimed she was responsible for it all.

Sweetie remained by her tent pole until the party died out and everypony started to leave. She was complemented a few more times for her costume and even won first prize in the costume challenge.

She did not care. All the time she kept an eye on Madame Macadame. The only one whose shapes did not fade. She even let the other little ponies touch her as she danced with the. Letting them feel that her wings and horn were real, let them feel the different fabrics in the many dresses she switched between. Let them comb her massive mane with a brush she transmuted out of a hoof-full of the mud beneath them.

"What is it?" Raspberry asked, appearing besides Sweetie. Her mouth was full of candy and several caramel stains had joined with her freckles on her already dotted cheeks.

"I need to talk to Madame Macadame about something." Sweetie said on a low, raspy voice. "I need to ask her to turn me into a real pony."

Sweetie looked at Raspberry. Did she know that their 'transformations' were just illusions? Of course she knew. She was not stupid.

"Yes." Sweetie answered "Its what I want to become. Its the one thing I wish for this Heart Warming Eve."

Its worse than you can imagine, Sweetie thought, eyeing the crowd to make sure nopony was listening.

She held up her front leg, knocking on the armor with a metallic hoof for emphasis.

"Oh ... That actually sounds pretty bad." Said Raspberry, her ears flattened and white freckles on her cheeks seemed to dim.

The tent was starting to empty around them. Blueberry walked up beside his sister and pulled her costume wings. He let out a big yaw.

"I ... I got to go home now." Raspberry said. "Good luck with becoming a pony ... and ... I hope I see you again."

-:: And the next time we meet. I'm gonna be a real pony ::-

Blueberry and Raspberry waved their goodbyes and exited the tent. Sweetie locked her eyes on Madame Macadame, who by now was returning to her original self. The wings shrunk into her back, the horn disappeared and her colors changed from the royal pink to the light tan brown of the gypsy pony. Along with her dress that seemed to morph on its own back into the red wide garment with bells and earrings.

"My little child" Madame proclaimed, sounding a bit offended. "Did you not see the feats of magnificent magic we preformed today."

"Preposterous! Are you accusing the great Madame Macadam of fraud!?" She said in a very extravagant way.

Madame hushed her, looking around for a few stragglers that remained in the tent. Though they seemed more interested in eating their caramels than listen in on them.

"I just want to know. Is it really possible to transform a pony into something else so that it stays permanent." Sweetie asked.

"I see. You are of the quite the perceptive and curious kind, are you not? You wish to attempt to bribe the Magnificent Madame Macadame in exchange for some of her secrets? is that so?"

If she was trying to stare Sweetie into submission. She was doomed to failure. Part because Sweetie had stared into eyes far scarier than hers, and partly because Sweetie could not blink.

"Fine! If you want proof of what the Magnificent Madame Macadam can really do. Then follow me!"

Sweetie followed madam Macademe into her wagon. The interior was cramped. The walls were covered with shelves that housed all kinds of exotic brews, stored in bottles and canisters of all shapes an sizes. Trinkets and gadgets hung from the roof. And In the back there was a small brewing pot that simmered with some kind of green stew. Except Sweetie doubted that the green slime inside actually was stew.

It all made Sweetie think of Zecora's hut. Except way more cramped and dirty. There was no visible place to sleep. But she did see a hammock sticking out from one of the drawers.

Madame macadame levitated out a number of potions from the shelves, and juggled them in her magic

"This is where the true magic comes to be child. Madame has traveled far and wide, aquiered knowledge that most could never dream of. Knowledge of how to turn led to gold and back again. Of how to turn stones into flowers ... and fillies to stones." She said with a wicked grin.

"Correct child! I know how to break down any substance into its tiniest parts - and put them together again - as something else entirely."

She leaned in on Sweetie, levitating one of the smaller tubes tight up to her scarf clad muzzle.

"One sip of this will turn you inside out" She said. "Go on. Try it. I dare you."

Sweetie locked at the smiley purple stuff that bubble inside the tube. Trying to escape as it it was alive. Sweetie were glad he gag subroutine was off. She was also curious. If she drank it, would it actually have any effect on her? She knew a health potion could restore her skin, so a potion might likely affect whatever biological parts of her meat-sack remained. But what about the rest of her?

"Foolish foals." Madame muttered under her breath. She pushed her way past Sweetie and opened the door. The practiced smile returned to her face as she walked out to greet the remaining foals to one last trick.

There was a shelf full of crystals and jeweled talismans. The sight of them actually made Sweetie want to lick her nonexistent lips. The next shelf made her want to vomit instead. for it was filled with big jugs of organs off all kinds. From eyes, spleens and livers to whole sets of lungs and intestines. There was was a big beating heart inside a big glass jug.

She could not believe her eyes. A round blue disk, similar to the one Dr Cardiac had showed her. Similar to the one she found in Dr Pain's scrapyard. She had found blue disks in stranger places. But why did Madam Macadame even have such a thing anyway?

Paranoid suspicions began to creep up into her mind. Was Madame Macadam one of them?

Sweetie grabbed the disk from the shelf. Some curious thought told her that the answer to that question was inside that disk. Even though her experienced logic center told her that noting good could come out of what was stored on those disks, curiosity proved to strong of a programming to overcome. Energy had already began surging through her horn, readying for downloading.

Against her better judgement Sweetie tilted her helmet up, and brought the crystal to the tip of her horn.

-:: Compatible energy recognized ::-

-:: Transferring information ::-

-:: Synchronization with systems ::-

-:: New data Loaded // Running recording ::-

The world shimmered away. The interior of the cramped wagon fuzzed out and became replaced with a small dark room. The only souse of illumination was a small light bulb hanging from the ceiling.

Once again, Sweetie found herself trapped in the body of another. But this one was different. Slimmer, and empty in a way that she could only register as hunger. She also registered an explosive headache. And Sweetie knew that if her sensors and other body functions had not been shut off - she would have experienced pain on the level to lightning torture. Maybe that's why the vision was fussy.

But the worst thing was that all four hooves were bound by metallic restraints that cut into her legs. Not because they had been tied around her legs. But because she registered something moving THROUGH her legs.

The pony she was occupying dropped its head, and looked down onto its legs. They were pitch black, gnarly, boney, hollowed out legs. Chains had been inserted through the holes. She could register them scraping against the insides as the pony she was occupying tried to move. But was held in place by a big padlock that locked the chains to a hook on the floor.

The sound of hooves against the cold concrete made the pony lifted her head again. A stallion walked into her field of vision. A dark blue unicorn stallion with a white mane bearing a few strokes of gray, and the blackest eyes she had ever seen. Sweetie recognized him from earliest memories, but was not sure of his name.

He was wearing a lab-coat, cut so fine along his body that it almost resembled a white suit - with a blue striped tie that matched his colors. His flank had been left bare. exposing his mark of a Prism with a rainbow shooting out of it.

“Allow me to explain again." He said "A crystal is like an empty vessel. Like a bottle. It can be filled with whatever you desire. Unlike a bottle though, it does not fill with fluid, but with energy.”

”We already have a crystal that absorbs energy from brainwaves. We can copy and store thought patterns and memories. Why should we not be able to create a crystal that absorbs emotions?”

"That's where you come in my dear. “We want you to use your magic. Whatever magic it is your kind use when you drain emotions and I want you to use it on this crystal. Don't worry about the details. Once your energy starts circling through this little beauty - we will copy it.”

"Oh don't be like that dear. I know you must be hungry. You have not fed since, well, since I captured you."

He set the crystal down on a small table, then reached up and removed something from the top of her head. Sweetie registered something scraping off her horn. And a golden ring appeared in her vision. Similar to those rings unicorns give each other in marriage, except the gold had been scraped off in places. And what was underneath the thin gold coating looked more like some dark rock.

As it was removed. Sweetie registered some of the restraint leaving the body, like some internal system had been switched on after being forcefully shut off. It was like when sweetie turned her skin back on after all that time in the rain. Like a lost scene had been restored.

And with that sense - Sweetie got some strange data presented to her. an echo that seemed far to similar to the signals coming from her own heart drive. And they were not coming from the body she was possessing, but from the stallion in front of her. He was like a beating echo of emotions. Of energy that swirled through his body.

The stallion put the ring on the table, then lit up his horn again. Sweetie registered something coming down from up above and attach itself to the head of her host's, who rightfully stiffened up as the helmet like object was strapped to her already sore cranium, and her horn was forced into something. Her captor levitated the crystal away from her field of vision. The sound of some levers being pulled reached her eyes. And some machinery started to hum. the only thing the host could do was to eye her capor intensely, with hungry eyes. That emptiness Sweetie registered seemed to grow stronger just by looking at the stallion. She could not tell what emotions this pony might have been feeling. But the 'hunger' seemed to triumph even over the pain.

"There you go." The stallion said as he turned back to her. "That's the look I wanted to see. Now - Feed. Like you have done so many times before on me."

"I'm sorry honey - If my emotions towards you were as fake as this wedding ring. Truth is I have met another. Two others to be precise. One is the smartest mare I have ever met. The other ... Well. She would be a perfect match for me. Were she just a few years older."

He trailed off into his own thoughts. And as he did, Sweetie registered some powerful signal coming from the stallion.

“I can never really understand how somepony like her, whose true talent so very clearly is gem-crafting, would be satisfied making clothes.”

"You can always imagine yourself as one of them. Even if you wont be able to physically become them ... Not with these running through your limbs."

"So go ahead. Take some of the love I have for others. Its what your kind does after all.

"You could particularly use the feelings I harbor towards the young one, I could use some dampening, so I don't end up doing something ... Illegal."

There was a short pause before Sweetie's host body began channeling her magic. Energies that had passed through this blue disk were now being replayed as like the music from an old recording. And there energies were something her own heart drive would qualify as some form of emotions. Forbidden love, and the joy of success, all salted with a sadistic glee. These energies were entering her host body through the magic. Being hauled in like a fish on a hook from the stallion in front of her. A faint green energy fanned out from his horn as his dark eyes turned green. And as the energy entered her, it filled her. The weird emptiness subsided, like how hunger goes away after a good meal.

Even though Sweetie could not understand how the magic worked, she could understand that this host pony was draining that stallion of emotions.

It was over in a moment. The stallion smiled in satisfaction as the green subsided from his eyes, and he when to shut off the machines that hummed and sparkled from out of view. He returned with the crystal in his magical grip. Now glowing with a characteristic green energy.

“See. That was not so hard was it?” He said. “Do you see how happy you make me? Can you feel it?”

The stallion put the crystal down and levitated a key out from his pocket. And unlocked the padlock.

He kept talking as Sweeties host freed herself from the chains that bound her legs.

“Now. before you try anything. Know that we have also placed a disk of the previously mentioned crystal in your head. a little safety precaution and experiment rolled into one. With it, we can record your consciousness for future analysis.”

“We are going to remove it now. We really have everything we need from you. You will be free to go … Or you can think about my offer.”

Sweeties host pulled the metal links through the holes in her legs and massaged them. She stared intensely at the stallion. But did not try or say anything.

“Work with us, and we will supply you with all the happy emotions you need. I wish you wouldn't have to disguise yourself, I truly find your kind fascinating, and I hope to get to know so much about you. Not as husband and wife oblivious. But as partners. Unfortunately it would be best if you did not inconvenience the others members of out little science fair. And just so we don't make thing awkward between us, I think its best that you go under a different name.”

-:: Memory file ended ::-

Sweetie found herself stunned. All the pieces very quickly fell into place. The body transformation. The green light!

Sweetie spun around and pulled out her guns. The master blasters where so wide that she got stuck in the crammed space between the selves. Not that she could miss at this distance.

"What are those?! Part of your costume? ... And what do you mean by ... You dare accuse Madame ... ?”

“How did you!? ... You saw? ... Impossible! ... No pony can read those devices except a very special computer machine … What are you!?”

Sweetie removed her helmet and pulled down her scarf. Her metallic skull and face was showing along with her fierce, lidless, glowing eyes.

She collapsed on the doorstep in violent spasms, and puked green slime all over the floor.

It took Sweetie several minutes to shake Madam Macadam out of it. And several more for the mare to get her bowels under control. Every time she laid eyes on Sweetie a new wave of seizures hit her, followed by even more vomit added to the growing puddle.
Eventually, Madame had simply puked out everything she had in her belly. And after puking bile a few times, she was finally able to get a grip on herself.

Her eyes were red and dry, and she had gone extremely pale in just a few minutes. Sweetie could not help but to feel sorry for the poor Changeling mare. (If the changeling even was a mare - Sweetie was not sure if changelings had the same genders as ponies.)

Sweetie did what she could to nurse for her. Which was not much since Sweetie was lost amongst the herbs and organs that filled the wagon. Only after her last convulsion madame she able to tell Sweetie to fetch her a cup full of the green goo that brewed in her pot.

The stench disagreed with Sweeties smell-sensors, but the stuff worked like painkillers for the changeling, as she was able to regain some of her composure.

With the wagon having been made a mess of, the two moved out into the tent. Only thankful that nopony else was left to see them. The tent was empty, all foals having exited into the rain that could be heard smattering against the fabric roof now that no music was playing.
Even so, Madame refused to revert back from her gypsy form. She just sat down on the edge of the stage with a cup of her strange brew. Looking sick and ashamed of herself as she sipped from her cup.

Sweetie carefully asked her what the whole scene in the blue disk memory had been about. Had she actually shook that hoof after the scary stallion had tortured her.

“I did not first know what the whole thing was about. Every one worked in their own cell. Independent from each other ... Or perhaps that was just me?"

"Technically I was a volunteer. But I was on constant surveillance. They did not trust me. It is very hard for a changeling to get a pony's trust. But I did not care. I thought I was living the dream. Research that could store emotions on crystals. Then I realized the nightmare. That the crystals where no storing vessels. They absorbed, and what was absorbed could not be taken out again. The energy became bound to the crystal. It becomes crystallized. And we changelings can not eat crystals. We are no dragons.”

"Either they kept me in the dark ... or they simply did not tell me ... That the projects true goal was to create... You."

She coughed like she was about to puke again. Only a sweep from her cup stopped her spasms.

"Synthetic life. Artificial life. A life-form I could not draw emotions from. That I could not feed of. That I could not feel any emotional energy from."

"We changelings drain emotions from living creatures. Not from plants. End definitely not from mechanical robots.”

"But. Why did they need a changeling?" Sweetie asked "Why did you have to put your magic into that crystal?"

Madame macadam looked like she wanted to puke again. But managed to hold it in with another sip.

“Before me ... they attempted to extract emotions from themselves ... the same way they extracted body functions - like hunger, cold, fatigue - and stored them on these nerve cluster crystals. Basically, a crystallized artificial nerve system."

With my help ... With my magic on their crystals ... They could begin recording raw emotional data. At first they could only record one emotion at a time. And they had to make the test person feel that emotion, and that one emotion alone, Genuinely, To receive accurate data. Imagine what we did to sustain one particularly sad emotion in a subject."

"But the emotional spectrum is like an infinite sea, it contains more flavors than we can fathom. Nopony feels exactly the same about anything. As such, we were never sure we could think of every possible emotions.

I eventually came up with the idea that instead of us trying to imprint emotions onto you. You should take the emotional energy from us – and everypony around you. That way your heart drive would receive a constant feed of new information. All that energy-data would them mix together and, in a way that is sure to be beyond you, this made you able to eventually create new emotions yourself, after having learned what emotions felt like from others. By tasting their feelings. Like a foal learns what things taste like by eating them.”

“What do you mean!" Sweetie shouted in despair "I felt what others felt? I absorbed others feelings?”

Sweetie gasped in shock. Was she a mechanical Changeling?! This could only mean that she really had no emotions of her own! She only felt other peoples happiness. Other peoples sadness. Other pony's feelings!!! Did she have nothing that was her own!?

She wished she could enter her heart drive, to see that she was still not leaching upon the emotions of those around her. She begged Madame to tell her that it was not true.

Madam Macadam just shivered and puked over the stage. She asked Sweetie to keep quiet about her past. For the the mere thought of that project made her sick - literally. Ashamed as she was to admit it the time spent in those laboratories had scared her. For the project was so dark and surrounded by pony's who felt nothing but mistrust and contempt for her.

"But then - How could you possibly say It was a dream come true. " Sweetie asked. "How could you possibly work with them if they made you so sick?"

"It was not always like this" Madame sighed, and threw the empty cup onto the muddy floor.

She jumped off the stage and walked back into her wagon to get some more. All the while she kept talking.

“In the beginning it worked, to feed of their happiness whenever a new break through was made. But that became rarer and rarer. They started despising one another and the project itself. All the Doubt, worry, sorrow, anger, frustration and - towards the end - madness. So many negative emotions are not healthy for a changeling.”

"But were they not happy that they succeeded" Sweetie asked. A dark possibility stirring up her mind "Was I not a success?!?"

“In a mad way, they were happy. Madame answered "Happiness that comes from madness is like a birthday cake full of rat poison.”

"It was the reason we saved everything on those blue disks. Because what was stored on them could not be read nor activated by a normal unicorn. You need a very special kind of hardware to see the information - energy stored inside it. I remember the others reading up on several hours of research material or simply talking out loud to themselves, so that what they saw or said should be stored in the disks they had inside their heads. - So that if we were ever to be found out there would be no one who knew how to access the information."

"Eventually they simply recorded everything that way. No pen and paper nor quiver and scroll. Not even typing on them computer machines anymore. They just walked around with those things on their heads all day and all night and just uploaded it to the mainframe."

"In retrospect I should have understood that it was the same with the emotions-krystals. One could not just suck on them and hope that one would get the love inside. I needed to find some way to extract that emotion from the crystals. So I stole my part of the research and left in hope of discovering some way. Ive been trying even since."

She waved a hoof across the wagon. To at the deformed, transmuted crystals and organs. All failed attempts to release the energy within. Even the beating heart in a jar had once been a Krystal.

“Shame it does not actually produce any love.” She said as she eyes it. "Its merely a blood pump."

”Think what that could mean for us changelings." She said as she re-emerged from the pot, muzzle covered in green goo. "To be able to store emotions instead of always having to feed of ponies and others all the time. But such ambitions take time. So I started this carnival as Madam Macadam to sustain myself.”

It made sense. She used her Alchemist knowledge for both show business and research. And she fed of the love and joy of her audience.

The thought of her alchemy brought Sweetie back to her hopeful dreams. The very reason she had wanted to see madame to begin with. Despite everything, she leaned in and asked.

"If I could just become a real filly. I would be so happy that I would let you feed on me! Please ... Its all that I wish for."

It was not long before Sweetie was standing in the middle of a giant transmutation circle. The stage had been retracted back into the wagon to make place for all the runes, symbols and other things that Madame needed to prepare to make this transformation come true.
Amongst the preparatory instruments was several bottles of strange liquid that madame used to draw her circle and symbols. Crystals places at key points around the tent - bout for magical purposes and for illumination. Several thick tomes. and the whole cauldron of green medicine that Madame would repeatedly drink from as she worked.

She science of alchemy - the art of transmutating something into something else - was something that had always interested this changeling. As a member of a people that could alter their bodies at will. She had always sought to improve the lives of her kin by altering the world around them as well.

She had traveled the world to acquire this knowledge, posing as scholars she had been able to wriggle her way into the homes of masters of the craft. That's when she realized that one did not have to pretend to be somepony's love interest to get their affection.

It was easy to wriggle your way into any stallions heart. The only thing you had to do was to be interested in him
Take on the form of a sexy young mare – Any mare really - And Stallions would be all over you.

The prestige-filled stallion with a prism for a mark had been no different. He might even have taken it for granted that a sexy mare should be drawn to his prestige. (Not a too difficult roll to play, considering she was interested in him – Not just in the way he might be expecting.)

She had stayed with him and learned from him until that day he went away on some secret job. And like a trophy wife she had awaited his return. Using the meantime to study her craft and harvest the energies she needed from the local ponies. Who all needed something from this strange seductive alchemist. She had even considered setting up shop in the easy to fool town - But those dreams had been shattered the day her prestige filled Prism came home - and proposed.

In retrospect, she should have realized something was wrong. That something had changed inside him. That she was no longer able to get the love that she had previously harvested from him. It was as if his heart had grown cold – or worse – found of another.

It had been so stupid of her to believe his proposal. So stupid was she to accept that wedding ring. But the chance of an lifetime supply of love, bound to her by marriage, was something too good to pass up. And too good it had been. For that ring had been a moonstone coated in gold trimming. And once he put it on her horn. Her abilities vanished and she was forcefully reverted back to her true form.

The memories made her stomach turn. She downed another cup of green medicine. And went through her books.

"Are you sure this will work." The little mechanical filly asked from within the circle. "Have you done this before?"

"Yes. don't worry." She said to reassure the filly "I have done this many times before."

It was not a lie. But the details surrounding her knowledge was something she had tried to forget.
After she had been taken in on Neurosa's little science project, she had dome more than act as an emotional adviser and transmute their gizmos with her magic. She had also practiced transmutation together with Necro on a secret little side project. To create a living doll. (She tried not to puke at the memory.) It had been part of Neurosa's backup plan.

It started out small, First just the art of creating tissue on magic stones. Then transmuting forth whole organs. She practiced until those organs could have been used for donation purposes. But when it came time for creating a whole body – things got difficult. It was one thing to transmute just one liver – Just one eyeball – Just one heart – Just one muscle - just one bone. But when you had to put it all together in one big complex structure complete with nerve systems and veins.

She tried not to remember the deformities on the abominations they had created while trying to come up with the right formula.
Again it had started out small. At first just mice – Then bigger and bigger things until they could create a life sized foal. A blank slate of a body with no soul – as Dr Shockwave would have put it. How could it have – The thing had no mind of its own. And the end result – though physically perfect – was just as brain dead as their main subject.
Before that day – she had no idea one could succeed and fail at the same time. Even though Neurosa called it a success, She could never forget those empty eyes of the abominations. Not the twisted laughs of Necro as he played with them. Using his magic to control them like one of his puppets. Again Neurosa claimed that this was part of the experiment – Of that back up plan, whatever it was supposed to be.

In the end. It was only skin tissue that became of importance. As she (as Dr Hearache) worked to transform what little flesh their subject had left so that it would not reject the Metallica structure it was built upon. To tie it to crystals that would act as transmitters and receivers for all the nerve impulses, and emulate a pulse, Blood circulating through the remaining veins – despite there being no heart to pump it.

The regeneratory spells inside these crystals would simply replace whatever blood was left – and would given enough time and energy – regrow whatever tissue that had been lost or damaged.

It was these crystals that she – as Madame Macadam – focused on now. In them existed all the magical writing for the pony that this filly should have been. The blueprints for her biological body.

She would have to draw out this energy, to work from this blueprint as she transmuted the rest of the filly.

“The art of alchemy is pulling something apart to its very core, and reconstructing it using the same building blocks into something new.” She said to the creature' as she tried to explained (and simplify) the process of alchemy: This required extensive insight in both the material you were breaking down and the material one wanted to transmutate it into – so one knew what building blocks to use. Transmuting something like a wooden chair into a tree was easy – she didn't really change anything but the physical appearance. Wood was still wood. When it came to pulling caramels out of the ground, she would simply reconstruct the natural minerals found in rocks and stuff to create a sugary aroma. (She doubted the kid's parents would like to know they were literally eating dirt – But the kids loved her for it – and that's what she needed. Love. )

“Will that work?” The filly asked. “Will I really be a real little filly forever? I mean. People have tried to use magic to change things in other ponies – Like give them wings or a horn. But its always temporary. Ponies still cant use magic to fix a pair of broken wings” She said. Apparently trailing off to some tragic memory.

Madame coughed in her hoof. Trying to control the revulsion she felt over not being able to sense the fillies emotions. The only part of that filly she could read was the true to life eyes. She should know them – given that she designed them herself. Neurosa had made her design a bunch of different eyes of various colors before they settled on the natural green. She had no idea what Neurosa had done with all the other eyes.

"Well . You see. With ponies having inherent magic. It would be impossible to make the new form last forever without rewriting their very magic core. "

That clearly made the filly excited to get on with this. Madame was excited herself. Eager to put this part of her past behind her. She explained in as much detail as she dared how the transmutation process would work. She expected most of it would go over the filly's cybernetic head any way. Truth was she would have said anything to make the filly stand in that transmutation circle.

There were also some things Madam Macadame did not explain. Thing that where so horrid she did not dare speak them less she would puke her own guts out. It was not just what Sweetie and the project had done to her. But what Sweetie represented at large. A race of machines in pony flesh. Without any emotional energy to feed on. A race that could live forever and possibly repopulate the world. A world full of hollow, emotionless metal ponies would be the death of her entire race. The changelings would starve to death in a world filled with nothing but artificial emotions.

But she had a chance to stop this before it even began. She was gonna make sure the robots could never take over. She was gonna destroy Sweetie the bot... She was gonna turn metal into flesh.

As for with the Mechanical body of the creature before her. She was simply gonna need to remember all the details of all the materials that had ever been put into her and calculate for them in her alchemical formula.

Luckily she still had all her graphs for all the material used to create that body. Carefully documented and translated into alchemic formulas for the possibility she would ever need to transmute metal or something. Charts that detailed the fillies structure down to the isolation on her wires and the oil in her tubes. Things that had all gone into designing the Repair system. A magic that restored her artificial body similarly to her the regenratory magic worked. Company secrets that had become public domain when the great fire broke out.

Chance of failure: Still to high for any safety regulations. Luckily, she was not in class any more.

“No . Don't worry about that. I will simply use it to create your new body.”

“Don't worry. I know what titanium is made off. I can even use the extra mass to make you bigger than you were before. That's what you want right?”

That had not been a lie. She did know the chemical composition of titanium. Silly Molten Metalhoof must have thought his formula was so unique. But all metallic compositions uses the same rudimentary base.

With a bang, she closed her book, and drew the last inscriptions into her formula.
Her transmutation circle now covered the whole interior or the round tent. It had taken hours, and had to be the most complex transmutation circle Madame had ever made. The filly had been cooperative and not moved an inch from the spot in the center. But the sound of her book closing made her rise her head.

Madame spat into her hooves, rubbed them together, then slammed them both down on the edge of the circle. Her horn lit up with an un-camouflaged green aura as she summoned all her strength. The crystals around the circle lit up with energy and the light began to spread across the ground - leaking into the symbols and lines like water running through a canal. Within moments the whole floor was lit up in a swirling green light.

Madame began to chant to herself in her native tongue, and the light converged onto the middle - like the rings a rock forms when dropped into a still pond, only backwards. The whole circle was pulsating with energy, and the light began to consume the filly. The green was climbing up on her like a physical goo. Until her whole figure had been covered in light. Madame could feel it working its way in through the cracks in the armor. The thick plates might be magic resistant - bit that was about to change.

Madame pulled the cork out of a bottle and poured the content onto the circle. An alchemic substance that would erode the magical protection. The filly began to glow even brighter, and the energy began to work its way in through the armor. Seeping in to cover every inch of the filly's insides, from the copper cable and the plastic that isolated them, to her hydraulic frame, and the crystals that were embedded into it, was covered in light.

Madame began to draw the energy out of the from those crystals. Making the energy stored inside mix with the magic of the circle and form the basis for what the new body should look like. She was already sweating bullets. But with a final ounce of magic, she ripped a wound open in the bare organic flank that still remained under the filly armored rear.

The whole circle seemed to boom as the color changed from green to red. Madame released her hooves from the circle, sweating and panting. She had done all she could. Now - the magic of the circle would run its course. Nothing short of disrupting the symbols would break the process.

From outside. The whole tent must be shining like the worlds greatest disco ball. Madame was glad she had set up her show in a secluded field outside of town. Not that it had been a coincidence - It was something she always did, so that outsiders would not accidentally stumble onto her when she was in the middle of harvesting her audience.

She had spent a good deal of her latest harvest on this circle. But it would be worth it. Soon the world would be rid on the threat of emotionless machines. Madame filled another cup in the pot. and sat back to watch the show.

Before her eyes. The filly was beginning to change. Fur was starting to grow out through the cracks in her armor. A pink tail extended from her rear, and rosy flesh begun to climb up her exposed neck and extend itself like tentacles over her head. With the cranium covered, skin began to form, followed by fur, and finally a pink mane. A pair of eyelids slid down over her eyes - and the spell ended with a big green pillar of energy rising from the center, almost all the way to the roof of the tent

It took a wile for Madames eyes to get used to the darkness that filled the tent as the magic of the circle subsided. But she could make out the outlines of a filly, standing in the center. She did not collapse, that was a good sign.

With her magic. She ignited one of the spotlights on her wagon, and turned it towards the center.
There - A small white filly now stood.

Madame could not believe her eyes? Every plate of the previously magic resistant titanium armor was intact. Not only that - it looked BETTER than it had before. There had been burn marks and scrapes and bludgeon bumps that made the filly look like she had fought in a war. Now ... There was not a single scrape.

Where had she gone wrong? what had she overlooked? The transmutation was supposed to break down the armor and use the material to construct a body - not the other way around.

Madame had to take a big slurp of medicine to keep her body in check. The possibility hit her that the filly had been rendered flesh and blood - but with all the screws of the armor now poking threw her reconstructed body. Panic began to set in. What was she to do now!?

A small hoof rose from the floor and touched the new face. In the next second, the filly opened her eyes.

She conjured up a mirror, and held it up to Sweeties face. Te filly stared into the mirror. Her face showing genuine surprise as she stared into the mirror image. But also concern. She preformed a few facial expressions. Opened her mouth and stuck out her tongue.

Madame should have been the happiest changeling in the world. At least the filly wasn't completely brain dead. But why could she not sense any emotions coming from this filly, and why wasn't she breathing?

The filly grabbed a bundle of her pink mane and twisted it around her fetlock. Then she pulled - HARD - A large portion of her mane was ripped from her scalp. Drawing more than a few drops of blood.

When the filly spoke. It was in a voice more befitting a broken tape recorder than a young mare. Muffed, it was, hidden underneath her flesh - But still unnatural.

With a Twisted emotion. She grabbed her new cheek with her fetlock, and pulled. The wet, tipping sound of tearing flesh filled the tent as skin and fur was torn of her skull like a sticky, leathery mask. Blood flowed from her head as half of her face was ripped off by her own hoof, and thrown away from her.

Madame Macadame stared in absolute horror as half of the face impacted with the wall of the tent and slowly slid down the fabric. The blood red cogs and gears that made up the filly's head had once again became laid bare.

She pointed at herself with a furry white hoof. Then, she bit her own fetlock. She pulled of the skin like a glove, then spat it away with enough force to impact with the other side of the tent.

"I wanted you to make me a real filly! Not just hide my metallic body under a fleshy sack!"

"This is no better then an illusion! I wanted to become a real filly, Not pretend to be one!"

"STOP!" Madame screamed. The teeth shook in her mouth. And her whole body trembled in a way no medication would be able to fix.

"I can fix this! I can fix this!" She cried. As she threw herself onto the edge of the circle.

A new wave of energy surged through the air. The crystals lit up. This time with restraining magic. Green beams of energy shot out from the crystals and bound the no longer so magic resistant filly in place before she could step outside the center and ruin the circle.

She had to transform this little monster. Else physical pain might follow. But where had she gone wrong? What had she missed?
Books and potions circled around her by levitation. Her head was spinning as she tried to review everything at once. In the meantime, the filly screamed. Crying out for her to make her a real filly. Begging her with all of her metallic might.
Madame would not be able to concentrate under this pressure.

No. Screw it. Like one of her masters had taught her. If you fail, you need to return to basis.

The first step of the alchemic process was to break something down - why had not the armor broken down? And why had not the rest of the filly? Where had the fur and skin gotten their raw material from?

An extra aura appeared around her horn as she joined her energies with the circle, She would have to exterminate the filly herself. Get a feel for the elements that made up her.

Once again the filly was covered in green light. Once again it Sipping in to cover every inch of the filly's insides. The skin that had regenerated, and the crystals they had grown from. To her hydraulic muscles and her veins of wires.

It had broken down. Transmuted. And the energy from their mass had fulled the regrowth of skin an fur.
But why hadn't the rest of the filly?

Well ... If madame Macadame could transmute plastic. She could transmute steel - It was just gonna take some more energy.

A third layer of magic appeared around Madame's horn as she attempted to force the transmutation. The filly skin began to bubble and break down as it reformed again and again. More and more energy was ripped from the regenerate crystals to fuel the regrowth process. And still the metal refused to break down.

A new wave of energy surged through the air as another pillar rose from the center, Wider and taller than before. It struck the tip of the sealing which was ignited in green flame. Madame was knocked back, and her pony form was knocked right out of her as she reverted back to her basic changeling form.

A horrible metallic scream filled the tent. In the light from the green fire above - Madame saw the regrowing of organic tissue go out of control. Fat, blood and broken muscles was pushed through the cracks in the filly's armor and pouring up her neck. Burying her in biomass.

The filly flailed around, trying to swim in the mess. Ripping the swelling tissue of from her as more sprouted from underneath. she puked blood as a gigantic tongue and swelling gum grew out of her mouth as her solid metallic yaw frantically chewed it off. Cause still her core was as mechanic as ever.

Madam Macadame panicked. She jumped back into her wagon and grabbed every potion she could find related to alchemy. If the filly would not become a pony - then maybe something else.

"Transform!" she shouted as she threw an essence of goat onto the filly. A pillar of green flame rose from the biomass, as it gained the shape of a goat.

A bottle of cow blood was thrown. A green pillar - and a skinless, lifeless husk of a cow laid on the floor. A cow that gave birth to a mechanical filly, as the metal monstrosity crawled its way out of it.

The changeling threw every bottle she had. The magical circle when haywire. An explosion of green energy occurred as a pillar as wide as the circle rose from the ground. It shot up threw the roof and far into the sky. The trans-mutative energy swallowed the fabric as the entire tent began to glow with green energy.

Then a drop fell upon the changelings muzzle, She starred upwards as she realized her mistake. It wad not been a drop of rain, the roof was still intact. It was just transforming - Morphing into something more ... red.

The changeling barely had time to duck as the cascade of blood came down upon her as the tent collapsed into its new liquid form. There must have been enough to fill a swimming pool, and it was mixed with sludge's of flesh and veins. The changeling managed to buck herself up on her legs, and realized to her horror that she was now standing bare, exposed in the rain. Knee deep in her own disaster.

By some miracle, the wagon had survived un-transmuted. Though blood now covered it, it was quickly being washed away by the rain.
The changeling made her way towards it, she had to get out of here. She had to clean herself off and she had to go before...

A wet splash awoke her from her shock. And she turned to see an even bigger nightmare walking towards her. Covered head to hoof in blood was a skinless, skeletal filly clad in armor, a military helmet was back on her head, and with two big energy cannons sprouted from her back.

Her lidless eyes shone even redder than the blood that dripped from her. Eyes filled with murder as bloody as the field they were standing in, and they were locked straight at the changeling.

Said changeling could almost feel the cross-hair painted on her forehead as the cannons began to charge up. Her knees were to shaky for her to take a single step. Her wings would not carry her, and her stomach felt like it had moved up into her throat. There would be no point in running. Metalhooves little pet project was gonna reduce her and her wagon to aches in a single shot. All she could do was close her eyes, and wait for the end.

The changeling carefully opened her eyes has she heard the cannon ports on the filly's armor slam shut. The mechanical demon was still standing in front of her. But the fire in her eyes had died out and reverted back to its original green color.

In those artificial eyes, she could see the murderous rage disappearing, giving way to pain, despair, and loss.

A small 'pop' was heard, and oil started leaking out from the corner of the eyes. Black drops fell down through her hollow cheeks and mixed with the red puddle below. Though most of that puddle had been a circus tent, some of it was the filly's own melted flesh. flesh and blood that had come to be as this alchemist had drawn every last ounce of energy out of the regeneratory crystals on the filly's outer frame.

As the heavy rain washed the blood away from the filly's frame, the changeling could see that the red little crystals that were implanted at regular intervals across her mechanical frame had gone dark. The last of the healing magic inside them having been bled out around them.
A dream and a hope that they both had shared was all now mixing with the rainwater.

It was as if the changeling and her wagon had ceased to exist. The filly's eyes grew distant, unfocused. And she slowly walked past Madame Macadame, without so much as giving her a second glance. She walked away from the field, head hanging low and ears flat to her head.

At the edge of the field sat the silhouette of a full grown mare that the changeling had not noticed before. As the filly approached the mare, she rose, soaked head to hoof after having been sitting for how many hours out in the rain, and started following the filly.

Not until both figures had disappeared into the darkness did the changeling's bowels catch up with her.
She rolled over, and puked gallons of bile.

It had taken some time for the changeling to recover enough to be able to shapeshift again.
Once she was Madam Macadame again. She packed up her things and headed out of town the opposite way as the mechanical filly had headed. By that point, the rain had almost completely washed away the messy results of her failure. By tomorrow - not a trace would be left, and by then. Madame Macadame would be far away from here.

She left in such a hurry that she hadn't even thought of changing her gypsy dress - that were now becoming soaked with rainwater and torn on the pulling harness of the heavy wagon. With every step, the bells clinked and clanged as he hurried out of the east end of town. She felt tired and empty. All of that emotional energy she had harvested from her last show was gone. It always costed quite a bit of energy to preform her tricks on stage, but she always got plenty more in return - more than enough to sustain her through the next show. Not so this time almost all of her energy reserves had been spent on that failed transmutation. How was she ever gonna be able to pull off another show?

But complaining about the unsure future was something she knew she should count herself lucky to be able to do.

She had never been so sure she was abut to die. The filly's eyes (the only part of her that looked alive) had held nothing but hate and contempt. When Sweetie turned her Master Blasters at her she was sure that she and her wagon would be reduced to dust by those heavy energy canons. All she could do when they powered up was close her eyes. But then they shut down. And the filly gave her noting but a blank, hollow stare. Before she wandering out into the night.

Madame Macadame could not stop thinking about her transmutation. Just what had gone wrong? She had transmuted iron bars and crystals before. (she had been able to transmute a crystal into a organic heart for Chrysalis sake) And she knew all to well what that mechanical filly was composed of. Her chemical structure and composition could not have changed. Could it?

That had to be why the Transmutation had failed. Because she consisted of another material than she originally thought. But how?

As Madame walked past the final road sign , Thanking her for her stay in Ravenloft, she noticed a set of lights coming over the next hill. And the sound of several hooves doing nothing short of galloping along the road, as well as the creaky wheels of a wagon.

Who was crazy enough to drive a stagecoach in this weather? At this hour? Besides a desperate alchemist fleeing a disaster of course.

Madame Machadame held her head low and hoped that the meeting road user would simply drive past her.
She cursed under her breath when the coach slowed down

As they got closer, Madame was surprised to see the pack of ponies coming from the other end of the road. Most of them were not even pulling the wagon. The horns of the two unicorns at the front of the small herd were glowing like flashlights, sweeping the road with blinding strengths before settling on her. She could understand ponies Wanting to make themselves visible in the dark but this was ridiculous. Madame had to lift a hoof to shield her eyes when the equipage stopped right in front of her.

The light was dimmed down, and Madame could make out a purple mare in a matching raincoat.

"I need to ask you a question. Have you seen a little filly? You see my friend's sister is lost and its very important that we find her."

The mare was clearly out of breath. Big black bags had formed under her eyes and she clearly struggled to sustain her magic.
The other mare looked even worse. Her white colors were so pale she was almost see through. With desperate eyes that seemed to only receive moisture from the rain. There was something strangely familiar about that pale mare with the ruined purple mane, but madame did not want to put her hoof on what it was. She could already feel her belly turning from the desperation that reeked from this group. Not made easier by the two mares and at least 4 other ponies behind them stood awaiting her response.

"Em .. the GREAT and Marvelous Madame Macadame have seen many a fillies in her life as a performer, Could you be a little more specific?"

The purple one was about to start making words. But the white one interrupted her

"Oh skip the formalities!" The white mare shouted "Have you seen a little mechanical filly roaming around here!"

Madame swallowed hard. Mechanical fillies?! Who asks about that?! Why oh why did they had to ask about that!?! Why tonight!?
If it had not been raining, they might have seen her sweating bullets trying to contain her bowel movements. and the white mares impertinence were not making it any easier.

"LIES! There was just a giant green pillar rising from over there." She said and pointed back into town.

Another, light blue mare with a drenched gray mane and a weird white jacked pushed her way up to Madame and started sniffing on her.
Then she stared growling.

"Don't you dare accuse the magnificent Madame Macadame of anything ... You have no right to restrain me like this"

"Madame Macadame? That's not the name I remember you by." Somepony said in a hissing voice.

An orange unicorn stepped forth, and the last of Madames resolve collapsed. The mere sight of him made her stomach convulse, and she threw up a sticky yellow slag right at all their hooves. But it was not the fact that this stallion looked like he climbed threw a meat grinder that made her so sick, rather, it was the sickness of nostalgia. The same sickness that had made her throw up so many times already.

"I can see that you recognize me, Heartache." The painstakingly morbid doctor hissed in a snake like fashion.

"How...?" Madame stuttered as she spat out the last pieces of vomit. "How did you recognize me!?”

She had not been in the same form she had worn during the project. She never wanted to wear that form again.

“The pain in your eyes, dear. The same pain you gained when everyone around you started falling to madness ... Myself included.”

"Heartache?" The white mare mumbled. "No ... It cant be ... You look nothing like her."

"Looks can be deceiving" Morbious hissed "Especially for one who changes them all the time."

Speaking of change - Madame thought as she felt another wave of vomit pushing its way up her throat. She now recognized that white mare ... but she was so big now.

One spell of purple energy washed over her. And suddenly she was not Madame Machadame any more, but her true changeling self.

"Of course she has to be... How else to produce the magic we used when designing our subjects emotions" Morbious hissed.

***One explanation and introduction later***

“What do you mean Sweetie's heart contains changeling magic!?" Twilight interrupted.

“After Rarity had given the Sweetie bot its heart, we needed to program emotions. More Specifically, we needed to feed it raw data. Raw emotional energy. From ourselves to begin with. I still remember the screams when we used those electric chairs to copy our emotions onto those blue disks”

He let out a sigh of joy. Ignoring how Rarity twitched when he called Sweetie 'the bot'.

“But later we figured that it wouldn’t be enough. You can after all never tell the whole emotional spectrum when you are only feeling one emotion at a time. You never know in advance how somepony is gonna feel. What aspects of a feeling are gonna come up. Like there are so many different versions of pain – from a papercut - to a severed limb - to a heartbreak. There are so many versions of just the emotional state we call “happy”, and "sad" and so forth. There are just so many versions of emotions, its like a sea of infinite color. And we could not scoop up all the color ourselves. No matter how good our imaginations were, we could simply not imagine every way one can feel.”

“perhaps that is why I never been able to give my mechanical darlings feelings like my own – goddess knows I tried”

“Focus Morbious! You were talking about the emotional sensor... thingy. Is Sweetie running on borrowed emotions?”

“Not really – at first yes – the sensor crystal would pick up and read emotional energy from every-pony around her. With time these readings would then merge together in the heart where they would eventually form a template based on the entire emotional spectrum – We were basically teaching her how to feel by feeling ourselves. After that it was basicly up to her to chose what emotion she would form – what feeling she would feel - at any given time or situation.”

Twilight stared dumbfolded at the mad professor. He in turn was looking back at her as if daring her to ask: “what kind of feelings do you think I taught her” (one look down on his leg gave her all the answer she never wanted.)

“So... What kind of system guided what emotions she would feel. What she would “choose to feel?”

“That's just it. There was no guide system. After that it was simply up to her own sentient being to decide. But as her brain and heart started to grow enough to form their own code, it was sadly time to pull the plug on the testing”

“At that point we could only step back and watch what kind of personality she would develop.” Said Macadame.

“Yessss... not wit Sweetie herself. But with the project. There was some kind of big fight between the parents and the manager. Next thing you know, there was a big fire, they all went missing and everypony started freaking out. Such pain and loss we felt that day. If only she could have been there to receive it.”

A smaller fight broke out as the hospital staff once again had to step in between Rarity and the physical harm she intended to inflict upon another pony.

Twilight did not listen to their arguing, she was busy by in her own mental chalkboard, drawing up an image of infant Sweetie and Rarity. She drew a circle and a heart in between them, then she drew lines between Rarity and the heart - filling the heart up with chalk. Then did the same from Sweetie - Filling the circle (Representing a brain transformed to a cybercore) with a different colored chalk.

Then she drew lines from the heart and the circle, she scribbled until the color of the chalks blended into each other - forming a new color completely.

The energy of the heart drive - and the energy of the cybercore - Mixing together. Becoming something new.

It could work. Since both devices were crystal based, their signals could be compatible. At least - the energies of the heart would be absorbed by the cybercore. Thus, all the emotions could be read and understood by the 'brain'.

The gears in Twilight's head were turning so hard the others might be able to hear the grinding as she turned to the crowd and spoke.

“You all say that the blue disks - and the artificial crystals they were made from only absorbs energy. What if it does emit energy – magic and emotional energy. Just on a different wavelength that we cant pick up or register?
Someone said that if you create something entirely new – what are you gonna compare it to – something existing of course! What if the only reason no one detected the magical radiation these crystals give off is because they were all comparing it to organic energy?"

"A MAGICAL wavelength." Brick said in a spooky voice "A magic that only robots can pick up."

The Image of the weird cracks on Sweeties Heart drive flashed before Twilight's eyes.

"Change ... " she mumbled. "She had changed ... She is no longer made of the same stuff as before."

"I know " Dr Morbious hissed "She was able to lift more than her body was ever designed to do simply by increasing her energy input to her pistons - Last time I checked - machines aren't able to push themselves past their hardware limit."

"When were you gonna share this information with the rest of us?!" Dr Craniac called out.

"At the tea party." Morbious smiled "Then you jumped me like a far too eager lover."

He looked at Rarity when he said it. But Rarity was too busy staring at the changeling to care about the creepy stallion.

The only reason Madame spoke up was that the fashionistas eyes promised something far worse than pain if she didn't.

***Some time earlier***

Further west. A caravan flanked side by side by Steel Stallions stopped dead in its tracks when the tensile Pegasus felt a great distortion in the air. He turned his eyes to the sky to see a giant pillar of green light rise high into the night.

Sweetie Bot - A Heart's Warming Tale

by Grimweird

Chapter 22. The Blood of a Pony