• Published 20th May 2015
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Shifting Melodies - Thadius0



He's a unicorn accountant in service to a smuggling ring. She's a high-ranking Thestral in the Day Guard. Together, they fight crime. Too bad one of them's lying.

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Chapter Six - They just drone on and on!

Level Ledger woke up the next morning and yawned, still feeling slightly full, but thankfully not bloated...and he had a raging case of morning wood to go with his night of torment. A quick shower to see to his cleanliness gave him enough time to get his arousal under control again, and the changeling walked out of his bedroom feeling a lot better. “Morning,” he greeted his roommate.

He expected a chipper good morning, perhaps an invitation for coffee that held a poorly disguised innuendo... instead?

He got a shrill scream and a panicked batpony diving behind the couch.

“Oh for fuck’s sake,” he grumbled as he continued to walk into the kitchen unabated. “I know you’re there and that really hurts, all that fear. Emotivore, remember? No, I’m not reading your mind, just your emotions. And no, it wasn’t a dream. Am and always have been a ‘ling.”

Midnight poked her head out with a sheepish smile. “Ah... sorry, still getting used to that,” she replied, rubbing the back of her head. “My bad?”

“Just think, a week ago, you were joking about me being a ‘ling,” he groused. “And now that I am revealed as one, all your bravado...pfft.” A cup of coffee had finally been prepared, and the changeling walked out of the kitchen with it.

“Oh yeah, and you gave me a lot of crap for that when I was right all along!” Song replied now that her half-asleep brain had rebooted. “What do you say about that mister?”

“I say I was still technically right: I don’t like being accused of being a changeling,” he said as he sipped his coffee. “Back then, you had no proof. Nor do you have any now.” Two sugarcubes floated out and plonked into his cup as he realized what he’d forgotten. Another sip caused him to hum appreciatively.

“I believed you so I dropped the issue,” she smirked. “But now I know, I could prove it anytime I want~” She sat down at the table and appeared to be eating charcoal... well, it looked and smelled like charcoal.

“Would this be the reason why my range is totally black?” he deadpanned. “You could just ask me to cook for you.”

“I was going to surprise you with pancakes... at least the kitchen isn’t on fire... anymore...”

“And at what point did you recall I’m a ‘ling?” he smirked as he took another sip of his coffee.

“Around mid-dive I believe, but I always finish what I start!” She munched on her charcoal cakes and sighed at her coffee... which resembled tar. Ledger sighed and rolled his eyes before hoofing her his cup of coffee and floating two more sugarcubes out for him to munch on. They vanished into his mouth with a crunching noise quite quickly. Midnight took a sip of his coffee and blanched slightly.

“While I appreciate the gesture, there is enough sugar in here to give Celestia diabetes. You seriously drink it like this?”

“Every morning,” he said with a smirk as he waited for her to put the pieces together. “Still, I figured you needed something to wash out that taste…”

“My charcoal and tar tastes just fine,” Midnight valiantly defended her atrocity to nature. “I wonder how you feel about this indirect kiss~” Hey, wait a minute... Did-did he make a joke again?

“Meh, I’d prefer a direct one to help top me off again, but seeing as your earlier reaction was to scream and hide from the big scary ‘ling in the room, I think I know the odds of that happening.” Level crunched the last few bits of his sugar cubes and sucked their pulverized remnants down.

Oh, he wanted to board the Pity Parade and send her off on a guilt trip? Fine, two can play at that! “So, you want some sugar huh?” her question sounded innocent, even her emotions said little... until her long, prehensile tongue snared a sugar cube and pulled it into her mouth as she stalked closer to him. The crunch of the sugar matched her footsteps, like a countdown to imminent doom. Once she stood in front of him, her forelegs suddenly lashed out and grabbed his cheeks, and she pulled him into a deep, sugary kiss.

Ledger blinked a few times before deciding that she was being sincere again, for some reason, and decided not to waste the moment. His forelegs snaked around her form and pulled her close, nearly snuggling his chest. And while his tongue wasn’t anywhere near as long as hers, it was interesting, wrestling with another weird tongue in his own mouth. The affection was nearly as sweet as the sugar.

Once she was satisfied that he was satisfied, she pulled back and licked her lips. “Like I said, I finish what I start~” she purred. “Mmm, now that is a breakfast that I like to eat. You should make it again tomorrow~”

“I could stay here and feed off your affection for me all day...wrong phrasing. You give off so much, I don’t feel the need to leave you,” the ‘ling clarified. “You’re just lucky the other ‘lings in the city know not to mess with me, otherwise they might try and impersonate me to get at your boundless well of care. Well...” here Ledger looked aside and chuckled as he considered something. “...one messes with me on a regular basis, but in a friendly manner.”

“I am weirdly okay with having more changeling friends,” Midnight nodded, blushing heavily as she reflected on what she just did. “I am a thestral, living with a changeling, and pretending to be dead... what is my life exactly?”

“For the next few days, boring, but as long as we keep each other fed, I don’t see a problem,” Ledger commented, still not letting go of the mare. “Huh. This...feels good.”

“My huggability has been confirmed to be quite high,” Midnight stated. “And I must admit that your chitin isn’t anywhere near as uncomfortable as I imagined.”

“Yeah...shame I have to go to work and deliver your letter, otherwise I could stay like this for a while,” Ledger commented, letting off a happy hum as he passively absorbed her abundant affection for him.

At least until she coughed awkwardly and pulled away. “Ah, right... guess you better go and lay claim to my murder huh?” Dammit, she was getting close to him again. And in the back of her mind... and the front, and also the sides were fighting a losing battle, she was becoming more and more okay with that idea.

“Right. Got your letter?” he asked of the batpony, unconsciously letting off an unhappy whimper as his friend pulled away.

“Yeah,” she replied as she motioned towards the envelope on the table. “I just hope they get it before Daddy does anything rash.”

“Define rash,” Ledger said as his horn started to glow, then blaze silver. “Do I have to worry about him coming in in the middle of the night to beat me to death with his bare hooves if he doesn’t learn you’re okay?”

“No, nothing quite so subtle. Just an entire legion of Princess Celestia’s Elite marching on the city. Maybe around a thousand or so..?” Midnight couldn’t be too sure.

“So basically, learn a time travel spell and mail this yesterday,” Ledger said as the spell left his horn and seemed to wipe the envelope clean.

“I marked it for extreme importance and they should send a specialist Pegasus to deliver it. If they’re quick and there’s no issues with the weather, he should have it in a few hours.” Midnight had caught the look on his face when she had let him go. It made her feel like she’d punted a puppy.

“Look, when you get home tonight. I think we should talk about a few things... things concerning us and where our friendship goes from here.”

“Tonight?” Ledger laughed slightly. “Because I had to kill those two goons and bury them in the desert when they went and tried to kill me after I followed orders, I’m going to request for the entire day off if possible. You’re gonna see me again real soon, I promise.”

“Oh?” Midnight had hoped she’d have a bit more time to think about things. “Okay... I guess I’ll see you soon then.”

“Hey,” Ledger said, putting a hoof under her chin. “I caught that. C’mon, what’s the problem? If it’s something I did, lemme know.”

“It’s nothing you did, I promise,” Midnight nodded. “It’s... complicated I guess, or I’m making it complicated. It’ll take a while to discuss. Go and be a good little delivery bug and lay claim to taking down a mare as awesome as me. We can talk soon.”

Ledger didn’t seem entirely convinced...but nodded and gave her a quick kiss on the muzzle, before shifting back to his unicorn disguise and giving her another kiss. “You can tell me which one you liked better when I come back,” he told her, walking out the door before she could properly answer.

Once he was gone and she had wrestled her blush back under her control, she stamped a hoof and shouted at the door. “Luna dammit Ledger! That isn’t fair!!”


“It’s done,” Ledger said, entering Toll’s office without knocking.

“Oh, I know,” Toll said, folding the paper over and displaying the headline. Body found in Guard armor. Totally burnt beyond recognition...except the wing bones did classify it as a member of one of the airborne race. “Most ponies, to this day, would see that and assume ‘Pegasus.’ But you and I...we know better.” She leaned back in her chair and made a tutting noise. “Ledger, why didn’t Kill-Switch or Bludgeon come in this morning?”

“Because they tried to kill me and take all the credit,” Ledger replied. “So it was me or them. If you really want them, they’re somewhere in the desert. Hope you have a sturdy shovel.”

Toll blinked a few times before leaning forward and cocking an eyebrow. “They got greedy for your credit?”

Ledger nodded. “You know how Kill-Switch was. And Bludgeon...wasn’t too bright either. Kill led, Bludge followed. I finished ‘em both with a blast through their throats.”

Toll Taker actually nodded at that, slowly, but let off a sigh as she did. “Damn. They were my best...well, at least you’ve proven you can be lethal if your life is on the line.”

“Yeah, well, I’d like the day to go over my things, make sure there’s nothing linking me back to any of them hanging around,” Ledger pressed. “I mean, I was shaking pretty bad back there. They were my first kills...I think I just need time to process it all as well, boss.”

“Yeah, I know what you mean. I felt the same after my first few,” Toll replied, nodding towards the door. “Take it. But at least check in tomorrow, okay? Got something I’ll want you to look at. If you’re feeling up to it, of course.”

Level Ledger nodded and left. “Oh, and boss?”

“Yeah Ledge?”

“Take care, okay? We don’t know which way the Guard’s gonna react to our little message.”

The head of the company chuckled. “True...true. But let’s hope they take it the way I intended, eh?”

With that, the accountant left the building and did not relax until he was at least two blocks from the office. Heaving an explosive sigh, the stallion made quick time for Fredrick’s. He couldn’t be seen going anywhere near the Guard, so the gryphon was his best bet.

It only took him five minutes to reach the restaurant, and the stallion knocked on the door, loudly, before he entered. Before the bell even finished chiming, the gryphon was there, greeting him.

“Oh Level, such a delight to see you again!” the half-bird claimed.

“Fredrick, can I ask you for a favor?” the unicorn inquired, getting right to business. The avian of the pair tilted his head, but shrugged.

“I suppose so. What is it you need?”

The stallion floated out the blank envelope from his saddlebags and placed it on the podium. “I need you to deliver that letter to the post office sometime in the next now,” he said. “It’s under an illusion spell that’ll come off when you say the words…” Here he looked from side to side before leaning in and whispering to the bird. The gryphon nodded and picked the envelope up, giving the unicorn an odd look.

“When all is said and done, my friend, you will tell me the full story,” the gryphon vowed.

“Fine...but you’re buying the first round,” Level returned, causing the both of them to laugh.

With his chores completed, the stallion began the trek home next…


Midnight had paced around the room so much, she’d worn a track into the carpet. All day, she’d been thinking, deliberating and considering. Why. Was this. So bucking HARD!?

“It should be easy. It should be no problem at all... but nooooo!” she muttered irritably. “I had to go and fall in love with a bucking changeling!” It wasn’t that he was a changeling, it was the fact that despite all she’d promised herself, she still went and placed that kind of trust in a stallion she’d known for a week.

“Gah! What is this? Some cheap romance novel crap!? Love at first sight doesn’t exist, it’s propaganda crap invented by the card and chocolate companies and novel publishers!”

Fortuitously, Ledger only showed up after she’d had her little outburst. The front door opened and closed, and the unicorn walked into the living room and sighed. “I just bluffed so hard, I felt like I belonged at a high-stakes poker table,” the stallion said before collapsing. “I’m burnt out for the moment.”

Not so fortuitously, Midnight was so embroiled in her inner and verbally outer thoughts, she hadn’t noticed his entrance at first... until she saw a near unconscious unicorn on their table.

“Um... aren’t I the one that’s supposed to be dead?” she questioned. “Do you need a pick-me-up?”

He opened one eye in her direction and clarified his earlier statement. “I just told Toll Taker I took three lives without batting an eye and made her believe me. Even for me, that was not easy. Plus I got your letter smuggled to the post office. Some happy thoughts would be appreciated, yes.”

Happy thoughts. Yeah, she could do that. Her mind wasn’t a tornado of confusion, self-doubt and irritation. Nope.

“Um... fluffy bunnies and rainbows?”

“Yeah,” Ledger said, holding a hoof to his head. “On second thought, I’ll take my chances with the Strip. It might be uncomfortable, but I can always get food there just by walking past.”

“I’m sorry, I’m just really confused and I don’t know what I should do and now you’re upset and I can’t help and I’m a teerrrible maaareeeee!” Okay... now she was crying. And she’d been so distracted that she hadn’t noticed the silver flash or what it meant until she was being hugged against a familiar black shell.

“...Y’know the recommended job for most changelings that come to pony lands is a therapist?” Ledger tried to joke. “Wonder why.”

“Cause all ponies be crazy?” she chuckled weakly. “And this isn’t helping my dilemma you know?”

“Well, a wonderful little story I read once had a delightful piece of advice for these sorts of situations. Wanna hear it?” Midnight was curious and nodded. It couldn’t hurt right?

“‘Start at the beginning, and when you reach the ending, stop.’”

“That’s it?” Midnight deadpanned. She sighed and figured that there was no way out of this. She sighed again and looked down.

“Okay, look I may have a slight problem involving our current relationship.”

“Yeah, I figured that much,” Ledger replied, pulling that damn pamphlet out and twitching slightly as it brought back...memories. “Every night you teased me has been something that brought back things best left forgotten, in case you forgot about where this came from.”

“I found it earlier, and it made me re-think a lot of things,” Midnight sighed again, her tone sounding even more sad. “I’ve been a terrible friend and an even more terrible pony... I have no excuses for that.”

“I wouldn’t say that,” Ledger retorted, hugging her a bit more. “You gave the changeling a chance to explain himself, rather than just fly off to find your superior officer and report a bug in the city. That makes you a pretty decent pony in my books.”

Midnight nodded and tilted her head back, looking up at him. “Look, you’ve been brutally honest with me about most things since I arrived. Do you mind if I return the favour?”

“Not at all,” he said. “Though I do hope you don’t mind if I ask a question first. Namely, when did you want me to let you go?”

“I’m good, it’s preventing me from bolting and putting this off even more,” she replied. She took a deep breath and exhaled. “Look, when I moved in, I thought you were introverted, kinda annoying and just a pony that shared regular space with me.” She paused for a moment and continued. “You were the last pony I thought I would be friends with, and yet... here we are.” She brushed a lock of her mane from her eyes and continued. “Over the last week, I’ve noticed that, while you’re still an introvert, you care a lot for anyone close to you... and even for those you barely know. You never questioned my appearance, but the reasons for that are plainly obvious now.”

“Yeah, kinda hard to judge based on appearances when you could literally be any pony you wanted to be,” Level observed with a small laugh. “I judge more based on who you are as a pony and what you’ve done to me and for me. Most ‘ling’s do...well, unless you have pupils. Then they judge you super hard.”

“And that’s the thing,” Midnight replied. “I didn’t. I judged you based on looks and what you said at first. You’re a better pony than me and you’re not even a pony.” She sighed again, hoping that didn’t sound too harsh. “And yet... and yet...” She rubbed her hooves together as she tried to work up the nerve. “Do you know what I’m like? That I like to have a good time? Sex is just... a means to achieve that. Nothing more. Love... I don’t want it. I don’t care for it...”

“Do you know why Chrysalis attacked?” Level asked quietly. Midnight shook her head.

“To gather energy for the changeling swarm right? That’s what she said as she gloated. That Equestria was an endless buffet for them.”

“She was going to rip the love and kindness out of every pony she could, using her army to do the actual dirty work,” Level explained. “And when she got back? Since love and its derivatives are so rare back home...she’d not only be named Queen of her own Hive...properly, that is. But she likely could have made a play for Queen of all Hives. We...don’t really experience love ourselves in our relationships these days. Normally, anyways.”

“I see,” she said. So that pretty much told her how he felt then. “I’m... a little more selfish in my reasons. My whole life, love was synonymous with obedience and servitude. A life where I simply followed orders that would dictate everything I did. I didn’t want that, I never want that,” she said. “And yet... here I am, talking and talking and avoiding the simple, plain fact that I find myself falling in love with you...”

“Drones back home are treated similarly to how you were,” Level explained. “At least, common ones. Nobles were treated only slightly better...to the point where it took me fifteen years to be drugged by pheromones and raped, then threatened to be killed once her parents came home. Most don’t last ten years with their virginity intact.”

Midnight had no response for that. Was that how the changelings were truly treated? No wonder he had nightmares most nights.

Yeah, she had sensitive hearing.

“So you can imagine I stopped looking for love or sex. I think I developed an immunity to our pheromones based on sheer terror. And when I came to this city, I only intended to stick around for as long as it took for me to read the library and move on. That...was months ago. I couldn’t get free of Toll Taker, because she knew. The day after the news hit us here, she pulled us all into her office, one-by-one, and tried the spell to remove a changeling’s disguise on us all. I’m the only one that showed up. And she’s kept me here because if I go anywhere, knowing what I know, she’ll make sure my second stop is back home, in Changeling Lands…” Here he shuddered again.

She held his hoof and nodded. She’d said what she needed to, so she patiently continued to listen to his story.

“So I waited here. I gathered intel. I kept hoping, praying, that one day I might break free of her web. When I first needed a roommate, I didn’t know what to think. And I will admit, when you said you were a Guardsmare...that I thought first of my freedom from my situation. But over the past week, you’ve stopped being just a Guard to me. You’ve become a very good friend of mine, someone I would trust with my heart...if I could only give it to you. Fear blocks all the paths. I would trust you with doing anything, but I can’t make the first move as long as I am haunted by that -” here he said a word in Changeish, and she could only assume it was a non-flattering description for his rapist.

“I-I don’t know if I can cure that,” she replied honestly. “I don’t know if anything I can do or say, can take those memories away.” She just continued to hold his chitinous hoof. “But... I’ll try. I can’t promise I’ll succeed, but I can at least try.”

“I’m already in a position I never thought I would seek a year ago,” Level said with a smile. “I’m holding a member of the female species and not screaming. Maybe we can work up to what she never did slowly?”

“Slowly... yeah, but,” she paused and looked back up at him. “What didn’t she do to you?”

“Care,” he said simply. “She never cared in her act of lust.”

“Oh, well... I can definitely do that,” Midnight nodded slowly, traces of emotion leaking from her. Relief, happiness, and of course... love.

“I know,” he said, before thinking the next bit to himself. I just hope you keep caring…


“Okay, myth or truth? Batponies suck the blood of anyone that crosses them under a full moon.”

They’d retired to the living room, and he was happily serving as something for her to lean against while he read a book. They were playing a new game, Myth or Truth, now, to get better acquainted with what the other one was. He’d lost count ages ago, and he knew most of these myths had been debunked thanks to his well-read habits...but he wasn’t backing out of the game now.

“Myth,” Midnight responded as she ate a grape. “We do have a special thing we can do on nights of a full moon that involves a bite, but no blood-sucking... ergh, gross!” She passed a grape up to his mouth with a wingtip as she smiled.

“Myth or Truth? Changeling’s can’t feed off the emotions of other Changelings or themselves.”

“Myth, but it should be truth,” Level said as he bent down to nom the grape. “Feeding off another changeling doesn’t give any extra ‘nutritional value’ as compared to feeding off a pony. And feeding off another Changeling without permission is highly taboo. Drain your fellow ‘ling too much and, well…” he drew a hoof across his neck to pantomime what he meant.

“Plus, if we could sustain ourselves, wouldn’t that be like masturbation?” he mused aloud. “We’d never show our real faces out of embarrassment.”

Midnight laughed heartily at that comment. “Wow, okay, you get points for that one.” She wiped a tear from her eyes and smiled. “Got any more?”

“Hmm, I did the whole sparkling one and turning to ash one,” he mused. “So how about...Myth or truth? Every batpony stallion in the Night Guard has thoroughly inspected the ‘dark side of the moon.’”

Midnight blinked. “Um, what do you-oh? Ooohhh~” She cackled again and shook her head. “I honestly don’t know. Maybe, maybe not? I certainly tried~”

“Good to know your Princesses are mortal enough to respond to your advances,” he snickered before picking up an apple in his magic and precisely cutting it in two. He passed one half to her and took the other for himself. “Your turn, I believe.”

She munched the apple half and hummed. It was tasty, but it was no mango. “Hmm, Changelings can’t transform into something that differs too greatly from their original size. Like a Breezie or a full-grown dragon.”

“It’s all a matter of magic,” Level said. “If you got a Royal hopped up on pure love, they could become either of those things and back again...but they’d need a few days to recover. Me? I could maybe imitate the Princesses. Stallion version, though, and I’d need at least half a stomach of food. Plus I make no promises on the wavy manes.”

Midnight Song made a mental note to see that. Sorry, Changeling coltfriend or not, the Princesses were hot. End of story.

“Now that is interesting,” she replied with a hint of mirth. “You have anymore? Wanna keep going?”

“As long as you’ve got questions regarding my race, I can pull out all sorts of myths regarding yours,” Level riposted. “So really, I should be asking you that.”

“I suppose,” Midnight replied, fishing for another grape only to realise she’d eaten them all. “Oh, I have one. Myth or Truth? Changeling poate înțelege orice limbă?”

“Not innately,” he said with a smirk. “Though because we can become anything, learning all sorts of languages are required if we’re going to blend in. Plus, we learn new languages really quick. Something about our brains helps with the process. At last count, I knew Pony, Griffon, and of course Changeish. I have a smattering of Zebra and Thestrali understanding, but I haven’t used them in ever, so they’re a bit rusty.”

“Hmm, maybe I could teach you some in exchange for learning Gryphon?” she suggested. Maybe playing with Fredrick in his own tongue would ruffle his feathers?

“Maybe,” Level said with a nod. “Though keep in mind, producing some of the sounds they use as vowels are pretty hard if you don’t have a beak. My turn, I think.” The changeling hummed while floating out a small bag of peaches from the kitchen. “Huh. You really went all-out at the market the other day.”

“You only just noticed?” she blinked, then remembered what they’d just been through. “Well, I guess things have been a little rough. Yeah, I kinda filled the fridge and also bought some dinnerware and a music player.”

“Depending on how things turn out, we may be able to continue living like this, or not. Really comes down to how careful or open we’re going to be with this,” he gestured towards himself. “Okay, Myth or Truth. If you stare too deeply into a batpony’s eyes, they can hypnotise you.”

“Okay, that’s a little of both. Hypnotising is a skill we can learn, but it takes a lot of practise and discipline, plus it doesn’t work on other Thestrals, so most never bother to learn it.”

“Interesting,” Level said aloud as he passed the peaches over to the mare. “Something I didn’t actually know. Most of the books just debunked the myths...guess not everything they wrote about Thestrals was correct.”

“A lot of ponies assume we’re vampires or something,” Midnight said as she bit into a peach. “And I can tell you that we may have spread a few rumors to scare ponies back in the day, so that’s where a lot it came from. But most of what you read in novels and stuff is crap.”

“Mm, fair enough...which only makes me wonder about the other things I’ve read,” Level said with a smirk. “Your turn, I think.”

“Okay, Truth or Myth? Changelings can learn any profession given enough training and practice.”

“Truth, but we’ll never be as good at it as somepony with a mark unless we put a lot of effort into it, or just have a knack for it ourselves.” The changeling grabbed a peach and bit into it carefully, making sure no juices dripped from his maw. After swallowing, he finished his explanation. “We think something about the marks themselves lends a bit of magic to the ponies, and we’ve tried for ages to replicate their effects...without success. Ergo, it is highly recommended to become a psychiatrist, so that we can use our natural abilities of emotion-sensing without drawing suspicion, or something you’re good at.”

“Huh? I wonder if all lawyers are changelings as well?” she wondered aloud. “Remind me to question our psyche back at the castle...”

“I can neither confirm nor deny that changelings have set up or infiltrated several law firms to help with the painless and speedy entrance and exit to and from pony lands,” Level said with a wink. “Nor can I tell you which ones they might be.”

“Hmm, I wonder if I should tell the Princess this valuable information?” she smiled, and giggled when she saw his raised eyebrow. “Not that I would of course... as treasonous as it may be.”

“Most ‘lings want to just live and let live,” Level said with a sigh. “You would not believe the amount of drones that apply to leave. Some days I think it’s only because I’m a noble that I got out…”

“Well that or it’s because of your charming personality and stunning good looks hmm?” Song winke and poked him in the side. Level snickered at the touch, cheering up a bit.

“Alright, alright, lemme think…” Grabbing the next-to-last peach, the drone hummed as he thought of a suitable question. “Hmm...Myth or Truth? Some Thestrals, while not literally combusting in the sunlight, simply can’t stand the daylight.”

“Truth,” Midnight nodded, snaring the last peach with her long tongue. “I know a guy who has an allergy to sunlight, so he can’t go out at all. He says he hasn’t seen the sun in years, I mentioned that Princess Celestia’s flanks are kinda hard to miss~”

“Oh goodness,” Level started to laugh. “Let’s just hope she didn’t hear that herself.”

“She was standing right there... not to worry, she has a wicked sense of humor though,” Midnight smiled. Level lit his horn up once they’d devoured their latest snacks and floated in a bag that set Midnight’s mouth watering the second she smelled what it was. Or rather, what was in it.

Midnight suddenly lunged, using the unsuspecting changeling as a springboard she leapt at the bag and grabbed it out of the air, hitting the ground and tumbling across the floor.

“My precioussss~” she hissed. “MY MANGOES!!!”

“Well now I know what to get you for a birthday present,” Level commented wryly as he floated a sugar cube in for himself.

Midnight looked at the bag, then at the changeling sitting on the couch. She bit her lip and then made a decision, one that would shake the foundations of Equestria to it’s very core. It was an event that would be sung by bards for generations, told for all eternity in the annals of history.

She sat in front of him and with wide eyes, she held up a single fruit.

“Mango?” she asked him.

In response, the changeling made a gurgling noise, held one hoof over his chest, and fell over. “Too...cute…” he choked out before making a ‘bleh’ noise and falling limp. Midnight blinked and then smiled wickedly.

“And now I have all the mangoes to myself. Works every time~” Just then, Midnight noticed a fruit floating past her, coated in a silvery aura. “Well, almost every time...” She swung for the fruit, but it danced around her hooves and out of her reach.

“You’re not getting all of them,” Level said as he righted himself and brought the fruit in for a landing in his hooves. “But seeing as how you like them so much, I will leave the rest alone.”

“That would be most wise and I appreciate that. I also approve of your self-preservation skills.” Midnight smiled sweetly, but that smile promised painful death if anypony messed with her mangoes.

“I believe it’s your turn,” Level said as he made sure the first mango she went for wasn’t the one in his grip. Midnight pondered on this for a while, nomming on her mango.

“Well, before you said your Princess transformation would be male. So, Myth or Truth? Changeling transformations are genderlocked.”

Level paused for a moment before waving one hoof in a ‘so-so’ manner. “Some of both, but mostly Truth. Skilled enough shifters can be whichever gender they want to be, though, in the same sense that some just can’t shift at all and need to use illusions. Typically you have to be at least Noble to have a chance at gender-shifting, along with the proper training. Common drones and nymphs have almost no shot. I simply...prefer not to be female.”

Oh, right. She’d forgotten about that gynophobia of his. “Hmm, I wonder what a stallion version of me would look like?” she wondered aloud. Level smirked and lit up his horn in response. Midnight’s eyes widened and she grinned.

“Do it! I dare you!”

With a silver flash, the changeling on the couch was replaced with a male Thestral. One that if you didn’t know any better, could be Midnight’s fraternal twin. It looked almost exactly like her, from tail to muzzle...which was one of the few indicators that Midnight wasn’t looking at an exact copy of herself, the fact that his muzzle was blockier than hers. The only other immediately obvious sign was that the mane was cropped far shorter. Level opened his barely altered eyes and tested his new bat wings by flapping them once before pulling a face.

“Meh. I prefer my changeling wings,” he said. “More maneuverability. Took me ages to learn how to imitate a Pegasus, much less a Thestral.”

Midnight was lost for words at first. She looked him over, humming and ‘ahh’ing. Every inch of him was under severe scrutiny, until she stepped back and nodded. “Okay, it's decided. Mare or Stallion... I am sooo bucking hot!” She tapped her chin and smiled. “If I kiss you, is it classed as masturbation?”

“Depends on if you go blind or not,” Level riposted, before sticking his tongue out in front of his face and crossing his eyes to look at it. Said eyes widened slightly as he sucked his new appendage back in. “How do you live with that thing?!”

“It takes a lot of practise to move it around like I can,” Song informed him. “I’m surprised it isn’t just hanging out with you. You seem to have some skill~”

“It’s been a while since my Thestral lessons,” Level admitted. “But once I shifted into one, some things just came back to me. I remembered to be careful with my tongue for some reason, and only recently recalled why.”

“Oh?” her ears perked up. She’d seen some great stuff in her day, like a Thestral tripping over their own tongue. That never got old. “Do tell~”

“Meh, mostly none of us can figure out why you need such a long tongue, but we can’t not have one, otherwise the entire disguise is a bust. Also, the difference between your wings and a Pegasi’s makes it really hard to just learn one style of flying that works for both of them.” The male thestral shrugged then. “Even if it did take me a few times to work out tongue mechanics, once I got them down, I didn’t have any problems using it for normal stuff.”

“Ah, to be honest, I don’t really know either. Our tongues are used for plucking fruit off of trees and whatnot. I guess evolution let us keep them for reasons.” She let her tongue out and displayed how much control she had over it’s dexterity before pulling it back in. “Just... just imagine what I can do with that~”

Ledger blinked a few times before shrugging. “No clue. Should I know?”

“Surely you’ve at least read books on the subject?” Midnight replied with a small whine. That said, if she ever... Oooh, he would be in for one hay of a treat~

“I picked up a copy of the Pony Sutra once. Once. I put it right back down once I opened it,” Ledger deadpanned. “Too many memories.”

“Saying that while cosplaying as me is a terrible thing indeed,” Midnight sighed. “A great misdeed has been shown to the world. Equestria may never recover...”

“Meh, they’ll get over it,” Ledger shrugged. “Mmm...unless you want me to stay like this for any reason, I might just revert. Feels...right, being my normal self around you.”

“Go right ahead, you fail at being me as you are now anyway,” Midnight said with a dismissive wave of her hoof. “But fear not, as your good friend, I shall endeavour to show you that mares can be cute and cuddly.”

With a silver flash, the slightly-larger-than-her noble drone was back in place on the couch, nibbling at the mango he’d liberated from her. “Mmm...that promises to take a while. Like I said, I’m...not willing to make any moves on my own. But I do trust you.”

“And I’ll not betray that trust,” she said. “Also, you should try that as a thestral sometime. Just sayin’.”

“Eh, I’ll take love and sweets any day,” the changeling retorted. “Failing that, I have a batpony to munch on.” With a mischievous grin, he lit his horn up and used his magic to pull Midnight close. Midnight squealed from the sudden grab and pouted at him.

“Again, that can be taken a multitude of ways Mr. Level!” She sighed as she allowed him to hug her again. “I sometimes wonder if you actually know more than you let on.” She got her answer when he made little ‘nom’ sounds and ran his fangs through her fur in a mockery of him actually ‘eating’ her.

She giggled and decided that he was also extremely cute like this. She purred lightly as he scritched her with his fangs. It seems she had found something new that she liked. Eventually, he stopped and just held her close, sighing as he felt very full from both the fruit and her emotions. “You realize, of course, I can read your emotions at any given state and know how you feel about me?” he questioned.

“I know, so how do I feel now?” she sighed, leaning against him.

“Like, trust, care, affection...and of course an undercurrent of lust that just seems to be a part of you,” he replied. “All these things have come together, and the spark is there...but you yourself aren’t sure. So I’m leaving it alone and waiting to see how and if it develops. If it does without any more influence on my part...then you can see about getting me to return it to such depths.”

“I have time,” she said. “As long as it takes... I’ll be right here.” A small frown creased her brow as she pondered on what would happen after Toll was arrested. “I’ll... be right here...”

Author's Note:

All hail the fluffy chapters!
They will serve as nice padding between times of 'action'.

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