• Published 31st May 2014
  • 9,107 Views, 303 Comments

Acceptance - Riddle-Me-Think



Ponyville is seen as a quaint little town by those who live there, and for Twilight Sparkle, it has all she needs with her friends by her side. When a stranger that she is familiar with comes into town, she finds herself questioning as to what to do

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To Ask

I do not own My Little Pony: Friendship is Magic


Masquerade scanned the board before him with a trained eye as his mind worked over each plan and its calculated result. Already he had a number of traps primed for his offensive, but didn’t feel it was time to revile them just yet.

Before him sat Spike, fidgeting in place as he tried to figure out what his next move should be. The dragon was use to playing chess with Twilight all the time to pass the day when nothing was on her schedule. But unlike the by-the-book mare, Masquerade on the otherhoof, was devious.

He looked up to the stallion, noticing that his face showed noting while he kept his eyes on the board, not rushing the dragon in the least. This didn’t bring any comfort to the young drake however, as he could see the gears working in the unicorns mind. Planning, plotting and scheming while he tried to figure out what move to make.

Lifting a claw, Spike gave one last glance to the black pony before taking up his white bishop and taking Masquerade’s black rook. Just as Spike finished his move, the stallion went into action, taking his bishop and replacing it with his own.

The dragon could only blink slowly, knowing it was once again his turn and that his queen was in danger. Looking back up he noted that the pony was back into his ‘scheming mode’ while he waited for Spike to make his move again.

No, unlike Twilight who took her time to make her move, Masquerade moved quickly and swiftly, using his opponents time to think up plans and strike quickly. Heaving a sigh and sliding his claw down his face, Spike once again looked over the chess board and tried to work out what to do next.

Twilight giggled from the table she sat at while having a sandwich. Watching the two play chess was rather fun to watch, in the case of how Masquerade seems to trick Spike at every turn.

She had decided to wait about telling Mask about their feelings, seeing that she didn’t fully understand her own as she originally thought. So, when she and Spike were not helping Rainbow Dash with keeping track of wing power needed for the tornado in the next two days; she would take her time to just think about how she felt in general.

When she thought of him, just of who the Stallion was, she didn’t just see a changeling heir that was the deceiving and cold hearted killer he said he was. Nor did she see the once shy and reluctant colt he was before, almost afraid to approach others, but still have the courage to sneak cake from her teacher.

Who she saw, who she believed Masquerade to truly be, was who he was trying to --ironically enough-- masquerade as. A stallion who was cautious and playful, using his past experience as a guide for himself.

That day he told me of changelings, he could have stored me away and became me. She told herself, already knowing she was repeating an old thought, he could have taken my form and nopony would have noticed. It scared her some to know that was completely possible, and could have happened.

But that only seemed to make her like the black unicorn that much more. He sees friendship as trust…and him telling me his secrets makes me his only true friend. It was saddening to think of it that way, but that was how she could see it.

Thinking over much of what he told her, of some things he had done or has done to others made her both disgusted or afraid at times. If anypony else was told of the things he had done, they would have panicked and tried to get rid of him.

So why did she not fully panic and run to the Princesses? It didn’t take much thinking, the answer was right before her.

I don’t panic because I trust him too, it set a smile on her muzzle when thinking about it. He trusted her with his secrets, and she trusted him to be who he was and not trained to be.

The things she read about romance was also starting to come together to her, like she had all the pieces, just didn’t know how they worked. Love was the main ingredient that they all told of, but there were others ones that were touched on, but not completely reviled.

Looking to the door, the mare smiled and got up saying, “I‘m going out for a while, I‘ll be back!” Opening the door and throwing out, “And behave yourselves while I‘m gone!”

“Sure thing Twinkles, I‘ll make sure Spike doesn’t burn the place down!” Masquerade grinned while waiting for the dragon’s move.

With a roll of his eyes, Spike shot back, “Your one to talk you fire-bug, you use fire magic too!” Moving his white rook to take a black pawn.

With a smirk, the stallion said, “True, but I usually do it in the lab or kitchen, you do it anytime you belch.” Using his magic to move his black queen and stating, “Check mate.”

Twilight giggled at the banter the two had become accustom to, much like her sibling relationship with Spike. Closing the door and unable to hear the dragon curse at his loss, Twilight looked towards Sweet Apple Acres direction and began her walk there.


High above on a lone cloud, one grey pegasus watched as the unicorn mare left her tree home/library. She waited until the mare was out of sight before taking flight and landing at the front door.

Knocking, she waited for a moment, going over her plan in her head. Over the last few days, she had been learning a bit more about the inquisitive mare that lived here and what she did. Learning she was a librarian with a dragon assistant was what she found first. Then she had learnt about her apparent link with being a student to Celestia.

With this, she had worked out that the first step was to shake the mares appeal for the stallion by getting his attention. For that to happen, she needed to get him alone.

When the library door did finally open, she was greeted by the small dragon assistant and gave a friendly smiled, “Your Spike right?”

Rising a scaly brow, he nodded, “Yes, and your Cloud Kicker right?” Looking her up and down some.

Holding her smile she said, “Yep, I stopped by to let you know that Rarity needed some help with something, and I offered to let you know.” Giving out a half truth, knowing that the dragon had something for the mare.

Looking torn, the young dragon look from the library and past the pegasus mare before yelling inside, “Hey Mask, mind keeping an eye on the library for a bit?” Not seeing the smirk that worked its way onto Cloud Kicker’s muzzle.

“Sure thing bud, where you off to?” Came the stallions voice that sent a shiver of excitement go up the mares spine.

“Rarity‘s!” The purple dragon yelled, running past the mare who caught the door that almost slammed closed.

Gently pushing the door back open, she walked into the main room that was the library and spotted the black stallion sitting in a corner on the far side of the room. Before him was a small wooden table that had a number of scrolls and documents that he was going over and even writing on.

Near the wall was what she believed to be his saddlebags, shown by his cutie mark on one of the bags. Next to those was a burnt up white cloak, wrapped around some sort of long object she couldn’t make out.

When she was fully in the room, both his eyes locked onto her and seemed to go over her whole body in moment before asking, “Can I help you?” Uncertainty filling his voice.

Giving an innocent smile, she said, “Not yet.” Walking towards one of the book shelves, making sure to add some sway in her step, “I was just interested in finding something to read.” Scanning over the number of book before her.

Masquerade only narrowed his eyes at the mare, feeling the hairs on his back rise, his changeling instincts trying to rise the wing that were absent. He didn’t like how the mare was looking at him, and it sent him wanting to run.

He, however, could not leave the library unattended with a guest inside. This left changeling in unicorn form feeling cornered, giving the unpleasant feeling of aggravation.

Cloud Kicker watched the stallion out of the corner of her eye, smiling some at his tense form with both eyes locked onto her. Looking up some, she smirked to herself again, standing on her hind-legs and opening her wings fully. She made a show of batting at one of the book to get a better look at it, swinging her tail side to side and tongue sticking out.

Seeing this, Masquerade closed off all feelings that left a board and blank look on his face as he watch the mare reach for a book. Looking back down he said in a dull voice, “You know I can just reach that for you.”

Grunting, she said, “No, it‘s alright, I can reach it!” Stretching herself further up.

Giving a brief glance up he mentioned, “You are a pegasus right?” And saw her nod to him some, but keeping all attention on the book before her. Raising a brow he asked, “That means you can fly right?”

With a laugh she told, “I wouldn’t be much of one if I couldn’t right?” And continued to reach for the book.

He waited for a moment for her it figure it out, but instead she continued to reach for the book. Having enough of the ridicules display she was putting on for him, he said, “It would also mean you could just fly up and grab the book.” Looking back down to his current work.

Cloud Kicker stopped trying to reach for the book, feeling a little embarrassed for not doing it sooner, and a bit perturbed that he didn’t seem to show any interest at her show. That usually works on the first try, she thought bitterly before taking flight and getting the book.

Giving it a look over, she decided she didn’t want it and shelved it back into its spot and taking a look around for another. All the while she continued to make suggestive movements, each one seemingly failing to catch the stallions attention.

This might be more harder then I thought, she internally told herself, finding the challenge somewhat exciting, and tried another tactic on the stallion that seemed to show no interest in her.


Applejack bucked another tree with her legs and sent another hail of apples to come raining down into the baskets set out for them. She lifted her foreleg to wipe some sweat that had gathered on her brow from the constant work and gave satisfied nod at what she had gathered.

Stretching out some to loosen up her body, the farmer leaned on the tree she just harvested and relaxed a bit while turning to Twilight. The mentioned mare was using her magic to pick a number of apples and place them in the baskets set out for them, running her mouth on her current thoughts.

“--so with consideration, I was trying to figure out how to talk to him. But every time I try, I keep finding my mouth stopping from working.” The orange mare didn’t stop her friend from talking, just letting her go on uninterrupted as she continued on her current problem.

I anit no Rarity, bu’ I can see why Twi’s all worked up. She thought while the lavender mare continued to talk on about how she would approach the situation she found herself in.

Applejack shook her head saying, “Twiligh‘ I‘m the last mare to talk t‘ about this stuff ‘bout.” Getting the unicorn to stop, “Ah mean, sure I can give ya some advice ‘n what not, bu‘ I aint no good at this relationship stuff.”

Shuffling her hooves, Twilight said, “Well, so far all the others said I should just talk to him…but that doesn’t seem to work with me…” Moving a full basket to the side saying, “So, I thought I‘d ask you and see what you think I should do.”

Taking time to think over what she was told, Applejack said, “Now, ah don’t know if this would work, bu‘ maybe ya‘ll better try somethin‘ more open?”

“Something more open?” Twilight echoed, unsure of what her friend meant.

Shrugging and pushing off the tree to get back to work she told, “Actions speak more louder than them fancy words Rarity likes use‘n.” Bucking the next tree to get it’s bounty of apples, “Maybe tha‘s what ya need t‘ do, use action an‘ not words.”

Thinking over the idea, Twilight could only shake her head this time, “How would I even go about that?” Confused with the concept of action before words.

“Ah don‘ know, I‘ma farmer, not a love doctor.” She told while gesturing back to here her house was, “I‘d leave tha‘ t‘ those twins tha‘ follow my brother like a couple of kittens lookin‘ fer attention.”

Giggling at that, Twilight asked, “How have the Gem sisters been doing, I haven’t seen them since Pinkie Pie asked me to taste test some candy.” Replaying some of the conversation she had with them in her mind.

With a roll of her eyes Applejack said, “Oh, those two ‘ave been peachy.” While groaning on the inside with, an’ been sneakin’ in t’ Mac’s room t’ cuddle every night. The first time she saw the scene made her almost want to toss them out of her brothers room. “Ever since they go‘ together, it‘s been near impossible t‘ separate ‘em.”

With a confused look Twilight said, “You don’t sound to happy about it.” Remembering how the apple mare acted last time when she found out about the whole changeling cycle.

“It‘s not tha‘.” Applejack shook her head, “I‘m more than happy Mac got himself a couple o‘ mares t‘ help ‘em.” Giving another strong strike to another tree, “Bu‘ they sometimes ge‘ an inch too friendly fer this kind o‘ relationship.”

Thinking on it, the mare suggested, “It could be a cultural thing.” Remembering how touchy the twins could be, “Maybe female changelings just get more friendly around others?”

“Maybe…” Applejack conceded some before saying, “Could ya ask Mask ‘bout it…just in case.”

Smiling, Twilight nodded, “I can do that.” And turned to leave for home again, “Thanks for the talk AJ, it helped.”

Waving, the apple farmer called, “Don’t be a stranger Twi, our door’s always open!”


Cloud Kicker almost wanted to yell in frustration at the stallions stubbornness and ever present cold shoulder. So far, nothing had worked on him, and he didn’t seem to even acknowledge her attempt to advance on him. Since her normal tactics of drawing attention weren’t working, she went for the more physical approach.

This proved to be even more frustrating as he had conveniently chose then to start ‘organizing’ the books in the library. Not only was Masquerade constantly moving around to avoid her, but books would go flying by to block her path.

What does it take to catch this guy! She yelled inside her mind while keeping a strained smile on her face, “I could help with that, it wouldn’t be any trouble!”

“No thank you.” He told the mare simply, noticing her approach and used another book to make her stop while it wizzed by, “I also couldn’t ask for a guest to do this, would be improper.”

Masquerade wanted to be somewhere that wasn’t here at the moment, and was trying a number of his own tactics to counter the mare that didn’t seem to get the clue that he wasn’t interested.

With a twitching eye he thought, isn’t it suppose to be the other way around? Moving out of the way just as she got in reaching range. You know, the stallion being the blockhead that wont get the clue that the mare has no interest?

He wasn’t sure why his normal ploy for being unattractive didn’t work. After all, being rude, cold, unapproachable and downright ignoring her didn’t seem to do a thing. It only seemed to spur her on even more.

Kicker was just about ready to pounce on the black unicorn and just pin him to the ground so she could have his full attention and maybe demand for a date after finding out his reasons for being stubborn. This was forgotten when the front door opened and let in Twilight Sparkle who looked at the scene before her with some confusion.

With a large smile, Masquerade said, “Twilight, good to see you!” Rushing up to the mare saying, “Hey, I was thinking about heading out, need me to pick anything up?”

Giving the changeling heir a strange look, Twilight went to say no but stopped from doing so when she saw his desperate look in his eyes. Looking past him to see the pegasus quickly getting out of her pouncing pose and off looking for books, the unicorn understood.

Quickly thinking she said, “Oh…ah-- I was going through town and noticed these great looking…” And darted her eyes about, trying to think of something. Spotting a cooking book she blurted, “Pies! I saw these pies and came back here to get some bits to buy them!”

The infiltrator wanted to flinch at Twilight’s ‘I’m lying smile’ but only told, “Well, allow me to get it for tonight then!” And used his magic to pull Blades to him, undoing them from his burnt cloak, “I‘ll be back in a jiffy!” Running out the door like his tail was on fire.

Closing the door for the stallion that had just rushed out, the librarian turned her gaze to the last occupant in the room, who quickly ducked there head into an open book. This would not be nearly as suspicious as it could be…if the book wasn’t upside-down.

Twilight gave a sigh to herself and decided to go about shelving some books that seemed to be laying about the area, wondering why so many were out.

While she went to work on that, Cloud Kicker sat in her spot and stared at the upside-down book in thought. Seeing as her original plan didn’t gain her anything, then she would have to go about it in a different manner. Peeking over the edge of her book, she began to devise a new plan of attack, deciding to remove her only competition before trying for Masquerade again.

“So Twilight.” She said as casually as she could, flipping the book right side up when she finally noticed, “You and that Masquerade going out or something?”

The unicorn almost lost grip on the book she had, saying, “N-no, not at all.” And calmed herself, not yet, I should really say…

Gauging how the lavender mare acted, Cloud Kicker continued, “Just wondering if he‘s free or not.” Noticing Twilight’s ears perk some, “He‘s been eyeing me the whole time I was here.” Granted, the stallion did it in a cautious manner, but the unicorn before her didn’t need to know that.

Assuring herself that the pegasus didn’t mean it in a improper way, Twilight told, “Mask can be a little shy around new ponies he hasn’t met before.” While inside she worked out the reasons behind Cloud Kicker being here.

“He didn’t seem too shy to me.” Cloud Kicker said in a sickly sweet tone, “He seemed a bit more forward with me today.” Smiling as she said this.

Trying to shake her head at what the other mare was implying, Twilight said, “I hope he didn’t seem rude, he does that on occasion without meaning to.” Feeling the need to fidget.

With a sudden thought, the pegasus hid her smile behind the book she had saying, “I don’t mind much, as rude as he can sound, he‘s also a flatterer.” Seeming to grin at Twilight's more rigged body, “I wonder if he‘s the same guy who the mares near the pub talk about…”

Twilight was in a internal struggle with trying to separate what she knew as fact with this new information being fed to her now. She knew Masquerade went for walks a lot, and truthfully she didn’t know where he disappeared to most of the time.

Giving the magical mare one last look over, Cloud Kicker closed her book and set it aside stretching, “Well, I should probly go now, I have a weather shift and all…” Getting up and leaving out the door with new idea in her mind, “And tell Mask that he can visit me any time.” Winking as she did.

When the door closed behind the grey pegasus, Twilight shook her head again to get her current thoughts out. For some reason, the idea of Masquerade likening the pegasus somewhat…hurt.

But I have no reason to think that! She told herself, all evidence points to him likening me. She had her friends, the stallions actions, Roma’s input and his cousins.

But their changelings, and they don’t appear to be above lying to get what they want. A crushing feeling seemed to grip inside Twilight's chest, forcing her to take a breath to calm down again. She had no reason to doubt Masquerade, not in the least.

But the worry was still on her mind, even as she continued to work on organizing her library with full focus, picking up her list and making sure everything was in order.

No matter what though, the same thoughts came rushing back to her over and over. Was it possible that his acts of kindness and care were just a farce? Shoving a few more books into place and checking them off her list she said, “No, he wouldn’t play with my feelings like that. He doesn’t know I even like him…”

She stopped her work to think about it for a while, remembering that the twins were surprised Masquerade didn’t apparently notice her like for him. Take a gulp she said, “No, no he doesn’t…”

She looked down, trying to sort her thoughts out and understand why this was bothering her so much. A droplet of water seemed to come from no where as it splattered onto the wooden floor and cause pause.

Lifting her hoof to her face, Twilight felt the beginnings of tears starting to come out from her eyes. Why am I crying, why would this bother me? They weren't couples yet… And she hasn’t really pushed him about how he felt for her so there was no reason for her to feel…hurt?

Was it the prospect that she had feelings for the changeling that, admittedly, was possibly the best choice she could make if she ever did look for a coltfriend? After all, they knew one another so well back during their school years, and Masquerade seemed to put effort into reaching that point again.

Or is it he just wants to remain friends? There should have not been anything scary at the idea, but something about it made her just a bit antsy. But why should it, they were just that, friends.

“But what if I don’t want to be just friends…” She muttered before her words registered in her mind. She wanted to bang her head on something, but also wanted to figure out why she had just said those words.

Is it possible, she thought slowly while turning around to head for her room, that I do love him, but am just too afraid to admit it to him?

Reaching her room and pulling the door open, she located the letter Celestia had sent her and reopened it to read it. The same words greeted her like they did days back, making her question what she should do.

With a shaky breath she asked herself, “Or am I afraid to admit it to myself?”


Masquerade hummed to himself while going over the number of pies before him, trying to figure out which one to take. Apparently in his rush, he had grabbed his swords instead of his bits, leaving him stuck just standing there and looking at the delectable deserts.

He was a however, a master infiltrator of his kind, so looking for a few loose bits wasn’t any trouble. What was, is trying to figure out what pie to get with what little he had. It was taking a good chunk of his mental power to figure out what to do.

Big Mac waited patiently for the black unicorn to chose which apple pie to take, more then willing to help his other customers while the smaller stallion thought things over.

Pointing at one, Masquerade asked, “This one‘s apple with hints of cinnamon and is five bits, right?”

“Eyup.” Mac nodded, peering over his shoulder in time to see Ivory back from the delivery he had sent her on. For a moment he wondered were her sister Ebony was, but at the look of the sun, he guessed to find Apple Bloom and make sure she got home safely.

Putting the allotted amount on the wooden stand, Masquerade smiled taking up the pie, “Alright then, I‘ll be shovin‘ off then!” Turing around to head home where he could potentially have some.

Trotting through the town with a brisk pace, Masquerade held his smile, nodding to other ponies and being friendly all around. Inside, he felt a little guilty at practically ditching Twilight with that pegasus mare and also a bit wary of every grey pegasus that moved by. He would say something was wrong with that mare, but he began to decide that there was something wrong with every single pony in this town.

I think I can be counted as part of this giant loony-bin. He chuckled to himself, still trying to get over the occasional crazy that would randomly happen. That wasn’t including all the things caused by the local changeling population, or Pinkie Pie.

He suddenly stopped and tasted the nearby emotions again, already knowing what he felt. Darting his eyes about, Masquerade ran into the closest dark corner he could find as the mare he had just escaped walked by with a pleased smile on her face.

Peeking out, he gave an internal sigh of relief see that she was nearly gone, blending in with a number of ponies walking about. He couldn’t place his hoof as to why she made him uncomfortable. But if he had to make a drawing as to how he felt with her around, it was like when a Savage caster turned into an insect or arachnid like monster that would like noting more than to eat him alive

To say, it wasn’t pleasant feeling in the least.

When the pegasus mare was completely out of sight, that was when the changeling in disguise decided to start his trek back to the library. He briefly wondered if Spike was back from his visit to Rarity’s.

Doubtful, Mask shook his head, that little guy has it for her…why is beyond me, but hey, I don’t mind. Love was love, and as a changeling, he had no problem with the idea for the two. Well, Rarity might, but that’s completely up to her.

Seeing his destination in sight, Masquerade gave a grin and picked up his pace. He had a few more documents he wanted to finish and use to get his mind back on track. Thanks to all the changelings under Twilight’s unforeseen influence, he had more resources to work with for the coming invasion.

I also need to find a way to ease the pony populace if outside hostilities happen too soon. It was something he didn’t like to think about. If the current Queen of the five prominent clans does go through with the invasion, then the ponies will distrust all changelings. He was hoping by some chance to stop the invasion or at the very least fight them under Celestia and Luna’s radar, but he knew that would not happen.

Heaving a sigh, Masquerade greatly hopped that Sham would have some good news and information when he got back. He didn’t like being stuck in one place and twiddling his hooves. He was an Infiltrator, meant to sneak in and do what needed to be done without being noticed.

Then again, it’s not so bad here. He shrugged, knowing that his exciting life wasn’t over yet. Once things get back on track, then maybe he can find some job that called for investigations or something. Every other job he looked into seemed to boring and wasteful of his skills.

Opening the door to the unicorn mares domain, the black stallion placed the pie down on the table for later and gave a quick glance around for his favorite mare.

He rose a brow when he didn’t spot her anywhere and called out, “Twinkles, you still here?” Wondering what she was up to, undoing the belt to Blades and set the swords aside. He wandered about the library space, scrunching his face as he still tasted the spoiled emotions that remained from Cloud Kicker that still seemed present.

He really hoped that would go away, he preferred the emotions both Twilight and Spike left lingering about. Both his ears perked when he heard the clopping of Twilight’s hooves, while also gaining a concerned frown at her once again swirling emotions.

Turning around to face the mare in question, his frown only deepened at the somewhat sad smile Twilight was holding. Taking a few steps to her he asked, “You alright Twinkles?” Giving the mare a once over, and asking the first thing that came to mind, “That pegasus didn’t say something did she?”

“I‘m fine.” She told smoothly, impressing the stallion that she lied so effectively for once, “I just have a lot on my mind.” Walking past him and straight to the pie on the table and taking a seat.

Masquerade watched her carefully, wondering what was really going through the mares mind, “Are you sure?” Knowing she didn’t feel alright, “I can tell something’s off.”

Twilight remained silent, head hung low as he mentioned that he thought something was off.

After a while she said, “Why do you ask, we both know you can taste what emotions I feel.” Looking back with tiered eyes, “Is there a reason you don’t just point it out fully?”

Holding back the urge to shuffle his hooves, he told, “You know I don’t like to pry into your life Twilight.” Taking steps towards the mare and sitting next to her, “I do it more as a courtesy thing, to try and be respectful.”

“But I‘ll admit, you have me worried, your emotions are all over the place.” Taking his hoof and placing it on her shoulder, “Will you please tell me what’s bothering you?”

There was a brief moment Twilight took to think over her words before she spoke with, “After you left, Cloud Kicker had…mentioned some things.” Feeling unsure what to say.

Feeling Masquerade rub his hoof gently on her upper foreleg, she asked, “Do you like Cloud Kicker?”

Masquerade suddenly stopped his comforting and choked on air and gagged on the spot, “Twilight please, don’t say that!” Shivering in place, “That mare‘s emotions taste like rotten eggs to me, it takes a special kind of changeling to like that!”

Though it wasn’t meant to be a joke, he could feel some relief and amusement flow from Twilight at his words while cracking a small smile, “So, those things she said--”

Quickly holding a hoof up, Masquerade said, “Please no, if she made some sort of suggestion I liked her in any way--” The very thought made him sick, “--then I might be better off not knowing.”

But giving her a curious look he asked, “But is that what‘s really bothering you?”

The lavender mare gave an uneasy look as she shifted her weight from one side to the other, trying to work the words out of her mouth, “It‘s just you…” And stopped herself for a moment to try and reword what she thought, “What I mean to ask is…” Taking a gulp of air while her legs quivered, “D-do you like…me?” Ducking her head back down.

The last part seemed to come out as a squeak to the changelings ears, but he had heard her, and could not stop his eyes from widening at the question. But when it was asked, nearly two weeks of strange behavior suddenly clicked in his head.

Wow, talk about being a moron… He thought, feeling the need to repeatedly bang his head on a wall saying ‘stupid, stupid, stupid’.

Looking at the lowered head of mare, Masquerade really wished she didn’t ask. He could always lie to her…but doing so would only make a rift between them. I was hoping to tell my feeling after the who impending invasion issues. Apparently, fate had other plans for them.

Taking a hoof to raise Twilight’s head up, he told, “Twilight, you have done so much for me, and for no reason but for being my friend.” Thinking back to Cloud Kicker and her persistent actions towards him, he told , “Before I came to Ponyville, I would have taken advantage of that mares feelings and not given a second thought about you or how you might have felt.”

Twilight felt heart brake at such an idea, making her almost wishing to pull away. But she stopped herself, wanting to keep her eyes on his to know the truth, and asked, “But you wouldn’t now?”

Casting his eyes to the windows about to make sure the blinds were closed, Masquerade turned back to Twilight while changing back into his changeling heir form.

Though more taller and imposing then her own body, Twilight could see he looked more relaxed and unguarded then he normally did. She didn’t feel scared of him as she did when he first changed, something that in some form surprised her. After everything that had happened, the only thing she felt was slight shaken at what had happened earlier that day.

With a sigh Masquerade told, “No, I wouldn’t.” And used a hoof to gesture to his insect like body that had harshly glowing green cat-eyes and long fangs fit for a predator, “I am something ponies would fear, a preverbal wolf in sheep’s clothing, ready to strike at any time.”

“But you don’t fear me.” He said, “You decided to look past that and not see…what you see before you.” Then rapped his armored chest, “But what was in here.”

With a calming breath, Twilight used her hoof to hold the changelings holed filled hoof on his chest saying, “That’s because I don’t see the killer you tell me you are.” Getting a surprised look form him, “I see a grown stallion that admits his faults, and is willing to remain faithful to those he loves and trusts.”

Looking ashamed she told, “Trust that I misplaced because I didn’t have enough faith in you.” Looking down with guilt at nearly assuming he was playing with her feelings, “I should have trusted you more.”

“And I should have told you sooner.” Bringing the mares head back up as he explained, “That way, we could have avoided this little mess, and I wouldn’t have caused you to suffer for nearly two weeks.”

Looking to her and steeling his nerve Masquerade said, “Because in truth, you changed me.” Twisting his hoof around to now hold the mares, “When we were young, you showed me what it was like to have a friend, and changed the way I was taught about how things worked.”

With a small smile he told, “You inspired the changeling inside of me, that change was needed.” With pride shinning in his eyes he continued, “For every mission and kill I‘ve done, I saw the changes that we changelings needed, all because I remembered that young filly who gave her love unconditionally to another.”

“What I‘m trying to say is…I love you Twilight Sparkle.” He finally said, feeling a weight lift off him and adverted his eyes, “I love how you think, I love the way you blush, I love how you’re a workaholic that thirsts for knowledge.”

Looking back to the surprised mares face he said, “I love you because you helped me see the world in a new light, one that is absent in a world filled with shadows.” Then turned his face to the ground, “And I don’t know if I can continue to live without that north star that you had made for me to follow.”

Twilight felt…overcome by what the changeling had finally admitted to her. She wasn’t sure how to take the admission, or how to respond to it. But just looking at him, she could see him tremble, scared of her possible rejection.

I’ve never seen him look so…vulnerable. Over the time she had gotten to know him from colt to stallion, Twilight had never seen Masquerade look so venerable and afraid. She wanted to reassure him, but how would she go about that?

What words could she use to describe how she felt, what she thought and get it passed her normally tongue-tied mouth. Looking to him, she decided to follow some advice she would never think of doing.

Feeling Twilight's hoof now raising his chin, Masquerade gave the mare a curious look, scared of what her reply was.

So, it came as a shock when instead of words, he got a full on kiss by the mare who pressed her lips closely to his. For a changeling who often gleaned emotions off a pony from a distance, the direct contact gave him the full package of what she felt about him.

His eyes widened and glowed brightly at the sudden burst of love, embarrassment, joy, excitement, fondness, sorrow, and all around passion in the kiss. Both wings buzzed erratically against his will, getting a rush from the sudden flux of energy flowing into his body. Likewise, his jagged horn spluttered in both green and aqua colors, acting much like a miniature firework as his magic was given even more power.

This lasted for all of five seconds before Twilight with a flushed face, pulled back and looked shyly to the stallion who seemed frozen in place. Soon enough, his front hooves slid to either side of him and let him hit the ground with a thump only saying, “Wow…” With the goofiest grin.

Forgetting her flustered state, Twilight giggled at the stallion who seemed to look off into space with unfocused eyes, saying, “D-does that--” Taking a moment to clear her throat some, “Does that tell you everything of how I feel?”

She only got a slow dreamy nod from the changeling before he made a sudden ‘hic!’ and giggled to himself. Twilight smiled at him and watched the changeling slowly get up unsteadily, swaying side-to-side and saying, “I feel--hic!--funny, but ha--hic!--happy!” Giggling a bit more.

Slowly that smile turned into a frown as unicorn asked, “Are you feeling alright Mask?” Wondering if kissing him was a bad idea now.

“I--hic!--I feel greatest!” He slurred a little on his unsteady hooves, suddenly tilting to one side. Quickly, his legs moved to balance him, but instead sent Masquerade stumbling into the bookshelf, making the lavender mare flinch.

Pushing off the shelf, he stared at it and asked, “Where this--hic!--post come fr--hic!--phrom?”

Blinking at him, Twilight watched in concern as he crashed into the table in the room and face planted into the pie, giggling to himself while spouting slurred words mixed with hiccups.

Hearing the door open, Twilight heard Spike say, “Mask, I‘m back--”

“Spike, get Daisy or Roma!” Twilight shouted, “Something’s wrong with Masquerade!”