• Published 11th Jun 2013
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We Remember Everything - Thunderscourge



Loki Odinson of Asgard has fallen from grace, only to find himself in an unknown realm. Reaching out to him is Princess Luna, whom he shares many similarities with. Will Loki take her help and get better, or will he spurn it because of his arrogance?

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You Know You've Got Everybody Fooled

A/N: Special thanks to DestinyQuill, Amethyst blade, Evilhumour, Drgnwolf, Cadmium, Pacman_The_Peach, Killabyte, Signia, Magestikus, David Goliath, The Grim Reaper, Ketvirtas, hs0003, searinox123, Scarheart, and Schroedingers_Katze for your comments last chapter. Wish I could see so many people every time!

Title is from the song "Everybody's Fool" from Evanescence.

Your thoughts mean everything to me and I would love to hear from you in the comments below! Comments are :heart: after all, and I could not get by without them from you all!


“Why do you transform?”

Trixie had managed to pull Luna outside of Loki’s bedroom, figuratively of course, and into a courtyard usually used for training. Asgard’s sun was shining brightly and the grass that sat beneath each of the two as they set up their working materials was lending a warm, comforting feel to all those who lay under its reach.

What Trixie desired was to put some of her recently learned knowledge to the test. She had studied much in the past day of resting, focusing her efforts on reading and testing her abilities while her mentor spent it enjoying the company of her Asgardian lover.

This, Luna thought, was what Trixie was referring to by her inquisition about transformation. Trixie had caught Luna and Loki in quite the situation the day before, and Luna was not quite sure her apprentice had recovered yet.

“Trixie, if this is about last night, we need to have an adult conversation about what Loki and I do basically every moment you can’t see us in public.”

Thinking about some other matters entirely and not even remembering just then her experience the day before, Trixie shook her head to her teacher, “I didn’t mean that,” the student quickly blanched as she realized what Luna just had said and all of its implications made their way into the poor pony’s mind, “And also ughhhhhh…”

Luna rolled her eyes as Trixie proceeded to cringe, “Very well then. I transform for utility’s sake. I feel most comfortable in my Alicorn form, and my magical abilities certainly appear stronger when I am in it. I take the form of an Asgardian to be more dexterous and charismatic and relatable to their kind, which is important because I am to be their queen.”

This explanation did not, however, explain Luna’s current body. Trixie rose a brow and decided to press this matter, quite curious about what explanation could be had for it.

“Okay, and this furred Asgardian?”

“A mixture of the two. I am foreign, yet familiar in many ways. I considered having an extended face, but decided that I am beginning to like this more flat one in some ways. Besides, it may be the tipping point of being uncanny.”

Trixie swallowed her breath before asking what her real question for this learning session would be, “Can you teach me to transform well like you and Loki?”

Luna tried to think back and remember. Had she taught Trixie on the matter yet? It sounded familiar, but perhaps she had only taught her student illusions like Loki, “You can transform to some level now, correct? It has been some time since our lessons…”

Trixie nodded as she levitated a book over in front of Luna’s face. Luna squinted to observe the archaic text, noting that it appeared to be something about species, “Yes, I can, but I want to study the change of magic across species. Right now I can’t even maintain a form for a minute, and even then my range of choice is limited.”

Luna took the book into her own levitation powers and opened it up, observing with amusement about how much work Trixie must have put into this in order to study such a difficult text. However, Luna could also tell that Trixie was likely trying to do everything she could not to think about the reality that existed back home in Equestria: where her biological mother was dying and also hurtfully driven away.

Because of this context, Luna decided to be more playful than usual that day. Being grim and serious could only lead to thoughts of what depressing things lay at home.

“Of course I will help you. I will be using Loki to demonstrate, but I will assist you however you need me to,” Luna replied with a smile, a small part of her mind worried about transforming any more during her pregnancy. Now that she knew she was going to have a foal, she was going to try and dial back on everything that may negatively impact that, “What is your goal? That is important to know if we are to start our efforts.”

“I want to be able to transform into a High Elf,” Trixie replied unabashedly.

Luna, whose first thought was of a certain piece of hastily wrote literature placed under Loki’s door that morning, snickered as she tried to keep a straight face in front of Trixie.

“So Twilight’s musings she sent to me were correct!”

Trixie went from completely poised to extreme embarrassment and rage faster than Luna could think to recant her statement, “No, Twilight is a haywired introvert who probably thinks the deepest level of love comes from seeing a guy once and then bam, soulmates!”

Luna approached Trixie and placed a furry hand down on her apprentice’s shoulder gently, hoping to calm Trixie down, “I did not mean to offend,” Luna could not help but still giving her apprentice a joking look, fully amused by how this odd little relationship was going between her student/daughter and the foreign prince, “But if not for enticement reasons, what for?”

Trixie cast her gaze down to the ground, as she had so developed a habit of doing when feeling emotionally torn or embarrassed in some regard.

“When he drained my magic I got to feel his…” Luna giggling made Trixie stop and blush, her mouth failing her greatly as she tried to find words to say that were not suggestive, “T-the -mm-magic I felt from him, or rather the empty pool he had at the time, was far greater than even your own, Mother. Even when you had the Nightmare powers. I…” Trixie paused again before sighing and finishing, “I want that.”

That brought some concern to Luna, who just then remembered that Trixie had taken the power of the Aether into her own being. Was this a natural extension of Trixie’s own interest in learning or was it a result of the dark magic now contained in her student’s body?

Reportedly, the Aether was to be extracted from Trixie in the nearby future, but for the time being Trixie was going to have to handle it. It was not seemingly acting up after everything, and not even a tinge of its power seemed to creep from Trixie.

Luna was no expert on the Aether, but she knew dark magic: it could corrupt a being in body, mind, and soul.

With all of these factors swirling in Luna’s mind, she gave her student a comforting smile, “You want to tap into his race’s power? Trixie, whatever for?”

Trixie shrugged, her eyes still glued to the ground, “It could be useful if we need it, right?”

Luna could not deny that adding another tool to their collective arsenal would be welcome, especially after how dangerously close the recent situation had been and the ever looming threat of that dastardly Thanos.

“I see your point. I’ll retrieve Loki.”


Loki had ventured outside of the bedroom too, though it was not for his studies.

“Mother.”

Lady Frigga had become nearly catatonic after the battle with the Dark Elves. She was barely responsive, and even eating was beyond her. Everyone expected her to harbor some grief from Odin’s death, so her disappearance directly afterwards was not seen as abnormal.

When she was still missing a full day later, Loki set out to confront her. She needed to grieve, but she could not be rendered inept by this forever. Frigga was the Queen and would be still until he was crowned King and Luna the new Queen.

She needed to help reconstruct everything and transition it into Loki’s reign, something he could do but would be met with criticism over. He was not some beloved being who was arising to a position all wanted him to reach, nor did he have a significant other who would earn him the love of his people simply by marrying. So as much as he wanted to grieve alongside his mother, there was too much to do before they could both sit down and mend their own hearts. This time, Asgard came first.

Frigga slowly responded to Loki as he continued to increase his tone in saying her name bit by bit, her voice distant as she lay her head on the shoulder of her son, a weak smile on her face as it tried to hold back tears.

“I was worried you would be dead from exhaustion. You and your future Queen were in that bedroom for quite some time…”

Loki could admonish her for bringing up such a lewd topic, but right now all he cared about was snapping her out of this funk, “Mother.”

“You would think that you two would slow down since she is already—”

“Mother!” Loki cut her off more forcefully, not wanting Frigga to sidetrack them into a pointless conversation.

Frigga snapped right back however, “What, Loki?” Loki paused as Frigga began to let loose the tears that had been fighting to stay in her eyes, “What do you want from me?”

Loki cast her glance aside before looking back up to Frigga and bringing her into a soft embrace. “I came to see how you’re doing. Bottling your grief will not help anyone, so please do not put yourself through that. It is okay to be weak, just this once. Just do not let it consume you.”

She did not cease her crying though she did return his embrace more tightly, “I should have been able to save him. If I was not so fragile at this old age I could have joined you all. I could have stopped that…that…”

Frigga’s verbal stumbling made Loki grimace. That alternate version of himself who was now being held in the dungeon awaiting further judgment. He had been seen by many, and suspicions may arise should many learn of how two Lokis were in Asgard should one of them be executed. Ikol would be held in the dungeon until Loki could devise a punishment that would both prove himself to Asgard while also rightfully confronting the matter without just making the man disappear, especially after he had taken the life of the king.

This did not solve the grief of Frigga though, who had bore witness to a maddened version of her son kill Odin in cold blood. With no greater way of remedying this, Loki pulled his mother into his chest and tightened his own hug.

“That man is not me, mother.”

Weakly, the Queen of Asgard whispered to her son and cried into his shoulder, “I know, Loki…”

Silence hung in the room for a minute before either moved or spoke, each just reveling in the presence of the other. It was Frigga who finally broke this pause with a sigh, her eyes beginning to stop their flow of tears as she forced herself to smile.

“Your father would be proud of you. You are the hero of the people right now. You and your companions saved Asgard this time,” she looked up into Loki’s eyes with sorrow stemming from old memories returned, “Their ill will seems to have lessened during your absence.”

Loki expressed regret over those same memories as he looked into his mother’s sad eyes, though his voice remained firm despite his personal feelings, “I promise you that I will do my best for Asgard.”

Having tended to his mother’s emotions, Loki stood up and let out a sigh. He had yet to sort out his own feelings on the matter of his father’s death, and while he did not want to hold his own emotions back he was not sure just yet what he felt. Given the complexity of his relationship with his father, Loki was quite sure he did not know what even to feel. Anger? Sorrow? Hatred?

Whatever he would feel, Loki would have to handle that as it came to him. He rose to his feet and looked down at Frigga with a sad frown, “I will make arrangements for the ceremony. It should be quiet if we do not want to rouse any misplaced anger or stir up controversy.”

He did not wait for a response given Frigga’s listless state, though the moment after he departed her room and closed the door Frigga smiled to herself.

“Ever the schemer,” she shook her head with both happiness and sorrow in her heart, “You will be a great king, Loki.”


When Luna said she would fetch Loki, what she had actually meant was that she would force a guard to go search for the prince and also bring back some food in either order, so when Loki found himself approaching the training ground used by Luna and Trixie he could see that Luna was busy chomping on grapes while Trixie was flipping through texts located on the grass.

“I understand that you needed me?” Loki spoke up, feeling that perhaps this was a well deserved rest from everything he had been through while also regretting the actual work he was shirking in favor of this.

Luna beckoned Loki closer while finishing her last grape, “Yes, Trixie here is learning more about transforming. Could you lend us your aid?”

As Loki approached, he found his trip shortened by Luna tugging him with telekinesis right into a kiss. He returned it and wrapped a hand around her back, bringing his other to her stomach which he caressed gently.

Loki glanced over to Trixie, who was forcing herself to look at her books instead of the quote on quote gross activities going on nearby her. His eyes rose with interest as he saw that she had a text on the Bifrost, on the extraction and manipulation of magic, healing magics and those that cured diseases, among others all in addition to her books on actual transformation.

She was quite the interested student, Loki had to give her that much. He ought to get Twilight out of the Asgardian library to help Trixie go through some of them, since Loki doubted either one of them could decipher everything on their own or digest the information brought forth.

Studying those texts and using the techniques posed within, ones Loki once upon a time used to aid in his own transformative learning, would be quite difficult for those less versed in Asgardian works. As such, Loki released Luna so he could join Trixie and help foster her talent, “I will need to help you sculpt the specifics, but I think there is quite some potential here.”

Luna gave Trixie a cheeky smile, “The Elf is currently dozing off in the medical ward, so his dreams were easy to infiltrate,” Luna’s hand glowed with magic as she began to project an illusory image in front of them all, “I can project an example of his race’s female component.”

To both Loki’s and Trixie’s surprise, a female High Elf looks quite similar to a male one, though with the same overall shape differences afforded to males and females of other humanoid species. Trixie observed the glowing eyes, pale skin, long ears, and extremely thin frames with interest that Luna and Loki both exchanged a glance over.

With a frame of reference, Loki brought Trixie’s attention to the basics in one tome about how to transform. They had been over the actual transformation before, though Trixie had done quite the poor job in her previous attempt.

“Okay…” Trixie said to herself as magic swirled around her body. Loki guided her briefly before stepping by, finding himself surprised by the speed at which she transformed into this new form for the first time.

In a swirl of dark blue, purple, green, and blue Trixie grew into a form that stood at a little above average height for an Asgardian woman and about the same height of the image being presented. Instead of the blonde hair of the image though, Trixie kept her blue and silver strands. Her eyes shifted between purple and green as she tried to think of which she preferred, finally ending on purple.

Finished transforming flawlessly, Luna and Loki found themselves caught off guard by how Trixie managed this on the first try. The fitting purple dress with golden accents contrasted with the image, which had a red and golden regalia, but it carried a flavor more similar to Trixie’s own usual wardrobe.

“How do I look?”

Loki shrugged, his eyes moving between the transformed Trixie and Luna, “What are we even doing this for?”

Luna found herself observing the frame Trixie made for herself, noting that Trixie had not bothered to change at all beyond the hair. Maybe future transformations could be more creative, but on the whole level of mimicry it was superb.

Mentally shaking herself out of her analytical state, Luna turned to answer Loki’s question, “Trixie says that these Elves possess greater magic potential than other races, and granted that the one we found reportedly took you down without a fight I am willing to believe her hypothesis.”

Trixie began to observe her own body, her hands running over her pale skin and the soft cloth that had been conjured over her body. This moment of exploration came crashing down when Loki spoke up in a deadpan voice.

“So you are feeling uncomfortable with the fact that you have a crush on a foreign being and want to appeal to him.”

Trixie tripped backwards and fell on her rear at the accusation, her face visibly flushing red beneath her glowing eyes on her previously pale cheeks. Luna tried not to laugh at her daughter’s reaction, barely able to contain herself by how Trixie seemingly had no idea how to use two legs that had a different set up than her own limbs. She had not seemingly thought this all the way through, and her embarrassment was the cost.

Loki tried to clarify further, “There is nothing wrong with that, though. Having a crush at your age is hardly a rare or abnormal thing, so—”

“That’s completely preposterous!” Trixie cried out, her cheeks rosy from her complete humiliation brought out by a simple statement.

Luna tried to comfort her student while approaching her and helping Trixie back up to her feet, “Trixie, maybe Kael’Thas taking your power changed some of your personality just as it warped his?” Luna helped her up and looked her down in the eye, “We won’t judge you if you have this little crush and are just trying to look nice.”

This time Trixie’s reaction was less exaggerated, her eyes closing as her head hung down softly, “You both already know I don’t like sex. Why would I try to impress a nobody I don’t even know?”

Luna moved so that she could pull Trixie into a side hug and cradle her head, reassuring her despite how uncomfortable she must have felt, “Sex is not the same thing as love, dear. I was attracted to Loki before I ever learned to admire his body, no matter the form he chose.”

Trixie looked away from Luna, her face still glowing red, “I am just curious with learning magic, but I’ll do it alone if you don’t stop bringing up such nonsense.”

“Fine, fine,” Luna responded softly while stroking Trixie’s hair. Loki just let them do their thing, not feeling comfortable being a part of the two’s bonding just yet in much the same way his own parents must have taken some time to adjust to him.

Luna let Trixie go, her apprentice leaving her side to continue her observation of her Elf body. When Trixie’s hand ran over the rise on her chest Trixie’s brow rose slightly, causing her to look down at the pair of bumps. Trixie looked up at Luna and realized that Luna had them, and then checked again that the Elf woman had one, but Loki did not.

Confused by what these even were, Trixie decided to ask Luna about them, “Now, what is this chest curve for? It feels too soft to be holding organs, and it will get in my way whenever I try to look down,” to demonstrate her point, Trixie looked down only to be blocked by her breasts before looking back up at Luna’s chest, “Yours is even larger.”

Both Luna and Loki were left stunned by the completely awkward question they were just posed. Loki gave a cough to suggest Luna answer, but even then Luna had trouble finding a response to give.

“It is a part of the female form for humanoids? They are shaped like…hourglasses,” Luna responded finally without telling Trixie that the poor girl was asking about something that would likely make her wretch.

Poor Trixie thought for a moment that she had this figured out now that Luna phrased it simply as a body shape matter, “Oh, okay. So the larger the better to emulate an hourglass, correct? These features appear so subtle on this basic body.”

Luna tried and failed to keep herself from snickering while giving the completely joking response of, “Correct. Take my…own for example.”

Loki, now laying back and reading a text in peace, gleefully tuned out of the conversation that he knew was sure to go sour.

Trixie took Luna’s advice and, with a little magic, expanded her chest to mimic Luna’s own in size. This proved to be a poor choice when Trixie’s pencil thin Elf body proved ill-suited for the new weight on its front side and Trixie struggled to keep herself upright while Luna fought to not laugh at how ironic it was.

“This is hurting my back. Is that normal?” Trixie looked over Luna’s body and noticed that her mother’s hips and rear were nothing like the slim Elf’s body, “So to make this an hourglass shape perfect does this mean I have to make my rear a matching size?”

Luna lowered her head into her own palms, Trixie not noticing this due to her own fascination with her new body, “It would be more true to form, yes.”

Trixie once again transplanted Luna’s features onto the much slimmer frame of the Elf body, now appearing like a parody one might draw and causing Luna to finally lose her cool and start laughing ever so slightly through the small space between her fingers.

“How do I look?” Trixie nervously asked, curious if she had succeeded in creating a perfect High Elf that was supposedly ascetically pleasing.

Luna was unable to keep Trixie out of her own joke any longer and waved a hand at Trixie’s distorted body, “Tone down on the breast and rear size, dear. This does not match the overall slim frame that these Elves possess.”

It took a moment for Trixie to process what Luna just said, but when she did her glowing purple eyes became still and her mouth dropped.

“Wait…breast size?” Trixie looked down at herself and then back up at Luna, “You mean these are—”

Loki held up a hand with all of his fingers, counting down with each of them.

5: Trixie’s face paled as she began to grow sick at the thought.

4: Trixie wobbled to one side.

3: Trixie brought her arms around her stomach and prepared to hurl.

2: Trixie’s eyes began to flutter as her balance fell backwards.

1: Trixie fell onto the ground, completely unconscious because of her own revulsion to Luna’s revelation.

Loki smirked as his timing was proven correct, not rushing to help Trixie since he knew she would be fine in a few moments. It reminded him of that time Thor had to dress up as a bride and the reaction his stalwart brother had to that event. Trivial things one could get over with time, but funny in the moment for those around them nonetheless.

“Passed out in a foreign race’s form because of a complete fear and disgust for anything sexual,” Luna sighed as she looked over to her lounging lover, “We have a long way to go if we’re going to teach her everything there is about transformation. Especially the details most transformers don’t want to talk about.”

A loud scream echoed out amongst the castle, one belonging to someone both Loki and Luna recognized by sound now: Loki because their scream had been one of the last things before he was screwed out of an opportunity to leave Hela’s domain, and Luna because of her recent interaction with the being who yelled.

Loki sighed as he formed a bookmark in his hand out of grass and placed it in the tome he was reading through, “Well, while we are on the subject of Elves, I think yours may have broken.”

The screaming continued, which was beginning to worry Luna since the Elf appeared fine the night before. Seeing as how Trixie was the closest one to the Elf in their own unique way, Luna attempted to rouse the unconscious pseudo-Elf, “Trixie, come on now. You ought to go see him.”

Just hearing her own name brought Trixie from her brief state of unconsciousness, though she reverted back to her normal body instantly and became very confused as purple smoke flashed around her.

“See who?” Trixie inquired as she tried to regain her bearings, not even remembering what she had been doing.

“Your crush,” Luna joked playfully, hoping to jog Trixie’s memory a little on the situation.

“Wait you mean—” Trixie caught herself and narrowed her eyes at Luna, “That’s a trap and I’m not falling for it.”

Luna rolled her eyes again at Trixie, “Just go and see if Kael’Thas is fine or not.”

“Okay then…” Trixie got up and started on her way to leave when she suddenly called back, “And he’s not my crush…or boyfriend…or whatever else Twilight told you in that stupid piece of fiction she wrote! I do not have a choke fetish just because I choose to spend time with someone who once touched my throat firmly!”

This completely drew Loki’s attention, his brow raising in wonder as Trixie ran off through the hallways on her four hooves and leaving him with just Luna to provide an explanation.

Luna could see Loki’s newfound interest in this topic and laughed, “Twilight did have quite the extensive piece of literature on the matter. Care to take a look?”

She summoned the text forth and hovered it over to Loki, who took it with some interest. Just what could Twilight have done that embarrassed Trixie so much?

“I may as well see what the delusional Unicorn is up to nowadays,” he turned open the small book and began to read the story within about how once upon a time a pony princess fell in love with an Elf from a faraway world, “How much truth to it do you think there is?”

“Oh, I think it is all just some good fun we are having at her expense. Her blatant denial and frustration is simply fueling the rumor.”

Loki found himself quite confused by how quickly everything turned into something he might find in one of his daily routines with Luna, “Funny how simply being around someone these days is enough to warrant stories and rumors about a love affair between the two parties.”

“Hey, weirder things have happened. Imagine if you had landed on some other world where we would be right now.”

“Of course, of course…” Loki paused as he contemplated the subject of the fiction piece he was reading, “You do know that you just told your apprentice to go tend to a known lunatic, right?”

“He’s seemingly getting better. His crazy is focused now in intense devotion to her.”

“That at least warrants a discussion about the details of their relationship.”

“She could certainly do worse.”

“At least it is not some random guardsman with no personality or charisma behind him. A prince, no matter their sanity level, is certainly more useful and interesting.”

Author's Note:

Your thoughts and comments are appreciated and are helpful to me, so please leave your comments below! They really keep me motivated, and without your guys support this all wouldn't be possible! Remember, comments are :heart:

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