• Published 7th Sep 2012
  • 23,759 Views, 881 Comments

Want Me, Need Me, Love Me - criticalmess

Twilight Sparkle becomes a changeling and soon finds her metamorphosis doesn't only affect her.

  • ...


Want Me, Need Me, Love Me

Twilight's eyes snapped open, her heart spasming wildly in her chest. Tiny pupils darted around, taking in every detail of her dark prison. Her vision was obscured by an opaque, green fluid that wrapped around her body, making each movement labored. Her mouth was full of the liquid, but rather than choking her it seemed to numb her insides, freezing her lungs and stomach in place. Beyond that the world was a distorted mess of green-filtered stone. Meanwhile silence rang in her ears, the fluid muffling all sound that may or may not be coming from outside her green prison.

Grunting in fear, Twilight struggled against the fluid, agonizingly pulling her head back and forth against the thick fluid. She reached out with her magic but found only pain as her head exploded in an agonizing headache. All her struggles were earning her was exhaustion and further panic, yet she still tried vainly to free herself.

Let's see how you're doing.

Twilight froze as a sickeningly familiar voice slipped into her mind. Her eyes snapped from side to side, trying to locate its source. Through the haze of green, Twilight thought she could make out a dark shape moving closer.

Oh my, looks like someone's awake.

The dark shape continued to advance, filling up Twilight's field of vision as it grew to titanic proportions. As it did, the shape resolved itself into a vaguely equine shape, though more twisted than any Twilight would care to associate with.

And how are we feeling?

The shape stopped in front of Twilight's prison. The creature's head leaned forward and pressed itself to an invisible barrier on the edge of the green. Facial features swam into focus: a set of bright green eyes, a set of fanged teeth, a twisted black horn.


Oh come now Twilight, there's no point in being hostile now.

What have you done to me?

Patience, patience, Twilight...

The face backed away into oblivion. The blurred figure of the changeling queen turned around and started retreating into the void beyond. Twilight lifted a hoof in a vain attempt to stop her, but stopped as it entered her field of vision. She looked down, horror rising in the depths of her soul as she witnessed her normally clear coat falling apart, clumps of purple hair floating away to be consumed by the fluid. Underneath, her skin was warping, hardening, darkening...

...you're not ready yet.

Twilight opened her mouth wide and...

- - - - -


Twilight's head shot upwards, leaving her pillow far behind. Nearby, a figure fell backwards in shock as Twilight emerged suddenly into the waking world. The purple unicorn flailed around in panic, hooves struggling against the clean, white sheets that held her in place. But rather rapidly exhaustion overtook her, and she fell panting back into her bed. Her eyes still raced around the room, identifying her surroundings as a clean, white hospital bedroom. They settled on a figure, hoof raised as it quickly tried to regain footing. As its head cleared the edge of the bed, Twilight calmed down immediately as she recognized the figure's handsome, blue mane.

"Shining." Twilight sighed with relief as her wide-eyed brother finally stood again.

"Twili," Shining Armor replied, chuckling breathlessly, "Oh, Twilight, you have no idea how glad I am to see you awake."

"You have no idea how glad I am to be awake." Twilight said beaming. She leaned her head back and closed her eyes, blissfully reveling in the warmth of the hospital bed and of her brother's affection. "I had... I had a terrible nightmare."

She felt her brother place a hoof behind her ear and begin stroking her mane affectionately. "Well you're awake now, Twilight. It's all over. I'm here."

Twilight smiled and opened her eyes. Curiously, they drifted around her bedroom: from the florescent lights overhead to the white tile that made up the walls. She frowned slightly, "What am I doing here?"

"You gave us a little scare," Shining explained, continuing to stroke his sister's mane, "but don't worry, everything's better now."

"But what-?" Twilight began, but was cut off by the sound of approaching hoofsteps. She turned her head slightly, watching as a familiar orange-maned doctor stepped forward with a clipboard ready. Shining Armor straightened up, his face eager as he turned to the doctor.

Answering the unasked question, the doctor explained, "She's completely fine now, everything's as it should be."

Shining Armor relaxed visibly, his hoof resuming its absent-minded brushing of his sister's mane. Twilight's confused frown didn't disappear, though. "As it should be?" She repeated.

The doctor looked down at the clipboard and flipped through the pages, smiling contentedly. "Yes, Ms. Twilight. You are one perfectly healthy..."

He dropped the clipboard revealing his unnatural, green eyes, "...changeling."

Twilight's heart began to race again. She instinctively turned to face her brother, who merely continued to stroke her mane and look into her eyes with his own bright green pair. He smiled blissfully, completely ignorant of his sister's distress. "I love you, Twilight." he said cheerfully, his smile broadening.

Twilight pulled herself away from her brother's hoof and resumed struggling at her sheets once more. She managed to work her front leg out of the constricting fabric and right in front of her face. Her heart skipped a beat as she noticed the black insect-like shell covering her leg and the unforgettable holes near her hoof.

Twilight opened her mouth wide and...

- - - - -


Twilight jerked awake screaming, head immediately twisting around to check on her surroundings.

"Twilight!" A figure near her cried, "Are you all right?"

Twilight panted, her heart racing, as she stared up into the face of her teacher. Princess Celestia's face was leaning in to Twilight's sitting form, a look of pure motherly worry across her face. Twilight didn't respond, instead blinking and taking in her new surroundings, this time her old room at Canterlot. Rather than lying on her bed, Twilight was sitting on a carpet in the center of her room with her teacher and Princess standing over her.

Twilight sighed, and placed a hoof to her head. "I'm sorry, I must have dozed off... It was just... I had a bad dream."

Celestia's shoulders dropped as her whole body relaxed. The white alicorn smiled softly, saying, "Maybe you should get some rest; we can stop our lesson here for the night."

"No!" Twilight said immediately, her eyes flying over to the open window. Outside stars twinkled on the black, velvet sky. "It's all right, I'm completely awake."

Celestia smiled and looked away. "All right, Twilight, if you insist. Now focus."

Twilight looked back towards the Princess, but as her eyes swept the room they met another pair staring back at her. Though momentarily caught off guard, Twilight soon noticed the large mirror standing not too far away on the carpet. Twilight cocked her head and nervously asked, "Um, what were we doing again?"

"Transformation." her teacher answered simply. There was a wave of light in the corner of Twilight's eye, causing her to break contact with the mirror and stare at the Princess sitting next to her. Celestia had vanished, and in her place was Princess Luna, starry mane swaying behind her placidly.

As Twilight gaped, Luna looked over and explained, "It's not enough to simply want to transform, you have to concentrate. You need to feel every aspect of your target: their voice, their mannerisms, the way they hold their bodies. You must literally become that pony, feel yourself slipping into their coat."

Twilight began to tremble as a green wave of energy consumed Princess Luna, replacing her with Princess Cadence. "Your turn, my faithful student. You could be anypony, Rainbow Dash, Applejack, Rarity." The faux-Cadence smirked and tilted her head mischievously, her eyes flashing bright green, "Or maybe your brother?"

Twilight opened her mouth wide and....

- - - - -


Twilight leapt upright and was greeted by darkness. Covers tangled around her as she instinctively began to flail. Immediately, she grabbed her head in her hooves and panted, urging her mind to be still. "Enough," she muttered, "no more dreams. Please, no more dreams. Please."

Tentatively she raised her head. As her eyes adjusted to the pitch-blackness, she could make out the comfortingly familiar outline of her own bedroom. The inside of her tree-dwelling stood stalwart, firm against her raging mind. Groaning, Twilight rolled over onto her side and stared into the abyss that covered her room.

"Why?" Twilight muttered again, rubbing her eyes, "Why changelings?"

"Mhnn... Twi?"

Twilight blinked and stared at the foot of her bed. Sighing, she extracted herself from her entangling covers and crawled to the edge. "I'm sorry I woke you Spike," Twilight apologized groggily, "It's just I've been having these nightmares about...."

She froze as her eyes fell upon the bed lying at the end of her own. Wrapped in a clean blue blanket, yawning quietly, was a small black-shelled and teal-eyed changeling. Blinking, the changeling looked up into Twilight's eyes and smiled.

"It's okay Twi," Spike said, smiling through his fangs, "I love you."

Twilight opened her mouth wide and....

- - - - -

Twilight let out a muffled scream as she fell out of one nightmare and into another. All around her a swarm of black chitin completely engulfed her. Panicked, mind running on sheer survival instinct, she struck out against the mass of changelings. Insectoid wings and punctured legs scraped past her as the changelings reacted. Monstrous creatures crawled over each other as they retreated from Twilight's blind attacks until the unicorn was finally free to fall onto a rough stone floor and gasp for breath.

Weakened, but full of the energy only a cornered beast could hold, Twilight stood erect and turned in place, watching as literally thousands of changelings observed her from only a few feet away. Still gasping for breath, Twilight lit her horn, channeling magic for a magical blast.

The changelings around her cocked their heads in unison. A moment later, their horns lit up too, but not in their typical green aura. Twilight lost focus, losing her hold on her magic as a swarm of changelings glowed with familiar purple magic. Grinning happily, the changeling horde advanced. As they approached, their blank teal eyes swirled, filling with amethyst energy.

"No...." Twilight mumbled weakly, falling to her knees.

The changelings advanced, familiar voices rising from their throats.

"We love you Twilight."

The first changeling reached the cowering purple unicorn.

"We love you."

"We're so happy."


The changelings surrounded Twilight without challenge and began to climb over her once more, encasing her in a monstrous shell.

"We want you, Twilight."

"We need you, Twilight."


The changelings took her in their hooves, holding her.

"We love you, Twilight."


Shaking her.


"Don't leave us."

"We need you."

Twilight opened...


"Our Queen!"

"Our love!"

...her mouth wide...



...and screamed.


- - - - -


Twilight shot out of bed and immediately pinned down the purple dragon that had been trying to shake her awake. Her horn lit threateningly, Twilight leaned down and screamed, "ARE YOU A CHANGELING?!"





"I... I HOPE NOT!"



"AAAGGHH!" Twilight screamed again and fell back, clutching her head. She buried her face in her bedsheets, pressing her eyes shut against their cotton folds. Tears flowed from between lavender eyelids, both of relief and of terror. Quietly, she sobbed into her bed, unable to forget her many nightmares.

After nearly a minute, Spike finally rose to his feet again and gingerly approached the broken wreck of a unicorn. Gently, he placed a claw on her shoulder, causing her to flinch slightly but do no more. Eventually Spike cleared his throat and softly asked, "Twi? What is it?"

After a few quiet moments, Twilight replied into the sheets, "Just a dream, Spike."

- - - - -


Twilight nodded, her head sunk halfway into the bubbling pool of the Ponyville Spa. Its warming waters allowed Twilight to finally relax after last night's never-ending stream of nightmares. Eyes half open, she gazed around at her friends. Rarity and Fluttershy sat across from her in the pool, Rarity's delicate mane held out of the water by hair ties. Applejack and Rainbow Dash were somewhere behind her, reclining on the lounge chairs that surrounded the pool. Pinkie Pie meanwhile was skipping; not anywhere in particular, really, she was just skipping about the room.

Rarity leaned further back in the pool. "Oh darling, I understand how you feel completely. Those changelings were absolute monsters. Their fangs, their horns, their..." she shuddered visibly, "...that disgusting gunk they encased the Princess in. I have no idea how she got it all out of her coat."

"But it's been over a week since the wedding." Twilight retorted, rising slightly out of the water. "I've hardly even thought about the changelings since then, let alone have nightmares about them."

"Well, it must be like a delayed reaction then." Applejack offered, rolling onto her back. "You've been busy with thinking about your brother on that honeymoon of his."

"It's not just that." Twilight replied, leaning back to look at Applejack. "It's not like the changelings are attacking me; it's like... I'm a changeling, or everyone else is a changeling, or..." Twilight sunk deeper into the pool, "...they weren't even attacking me that last time. It's like... they were embracing me."

Rainbow Dash waved a hoof in the air, "So you have creepy nightmares, so what?"

Applejack nodded. "Dash's right. We all get nightmares sometimes, but when we wake up, it's all over. Are you a changeling, Twilight?"

Twilight shook her head.

Rarity smiled, pointing a hoof at herself, "Well I'm certainly not one, and I'm quite sure Fluttershy isn't one."

"Or me or Rainbow." Applejack finished.

Pinkie Pie suddenly bounced into view, beaming at Twilight. "I'm not a changeling, but I'd like to be one! How awesome would it be to turn into anypony you'd want, any time you want! Dashie!" Pinkie zipped over to a reclining Rainbow Dash, "Imagine the pranks we could pull!"

Rainbow Dash chuckled nervously, "Yeah, but I still don't think I'd want to be a changeling."

"Oh come on," Pinkie bounced rapidly, "I mean, think about it! Anypony you want. And you don't have to eat all the time. I hope you could though; I'd hate to give up cupcakes and brownies and cake and well it doesn't really matter because changelings feed on love! You'd just have to make pony's happy and I know I already love to do that and it gives me that warm, tingly feeling..."

Twilight Sparkle sighed and listened to Pinkie's rambling explanations as to why being a changeling would be the best thing in the whole universe. Just hearing her friend's bubbling voice was enough to bring a little smile to her face. In fact, the water was finally wearing her stress down. A light warmth pervaded her entire body, as a little tingling sensation crossed her coat. Eyes closed and fully relaxed, Twilight leaned back and sighed contentedly.


Twilight's eyes casually drifted open and stared across the pool at Fluttershy. Her wings had snapped open in shock, and her bright, blue eyes stared directly into Twilight's. Her whole body shook as if suddenly overcome by a sudden chill. There was something else about her too, something that Twilight noticed but couldn't quite understand.

Rarity noticed Fluttershy's sudden outcry as well and glanced over at her. "Fluttershy, whatever's the..." she began, but stopped. Her mouth hung open as her eyes became fixed on Twilight's as well. "...matter?" Rarity finally finished, her voice far higher than Twilight had ever heard it before.

Twilight glanced between her two friends with apprehension. "What?" She asked.

At least, she thought she asked.

But no sooner had the words left her lips did she realize that her voice was not her own. It was too high, too sweet for it to have come from her mouth. Confusion washed over her as she stared down at her snout. A curl of hair fell across her eyes, obscuring part of her vision. But before she could blow it away she froze, recognizing the light, curly, pink mane that now fell across her vision.

Slowly, with mounting shock, she raised a hoof out of the water, and examined the perfectly pink pony leg held before her.

"Wow," Pinkie Pie said appreciatively, "how'd you do that Twilight?"

The eyes of everypony were on the Pinkie-ified Twilight now. As she turned around rapidly to look at each of her friends, she noticed the varying degrees of shock and suspicion that filled their faces. Twilight's eyes shot back to her own hoof, still hanging in the air.

This isn't possible, Twilight panicked, I'm not... I'm Twilight Sparkle. Princess Celestia's personal student. I'm...

Before she could finish that thought a tingling wave of purple energy crossed over the hoof, turning it back to its normal shade of purple. The pink curl vanished from her sight, her mane returning to it perfectly straight form. All around Twilight, her friends gasped, some physically recoiling in shock. A wave of frost inexplicably hit Twilight as her anxiety started soaring.

"Twilight?" Rarity asked, leaning in, "How... how did you do that?"

Twilight stared at Rarity, eyes wide open. She stared into her eyes, at her curling mane, her delicate white coat....

Rarity drew back shocked as another tingling wave passed over Twilight. When it passed, a long curl of purple mane fell in front of one of her eyes, cutting her vision in half. Fluttershy squealed again and leapt from the water. Rainbow Dash, discarding her towel, flew into Twilight's line of sight, fear and wonder playing across her face.

"Sugarcube?" Applejack plied from her position behind Twilight, "How'd you do that?"

Twilight spun around and stared at Applejack, purple curl swaying as she did so. She fixed her gaze on her apple-bucking friend, her mind slowly falling into madness. It took little time before another wave of energy passed over her, the curl of purple replaced by the heavy weight of a had atop her head.

Applejack calmly backed away. "All right Twilight, stop that. Stop it."

The mounting stress and her hammering heart finally had its way. Twilight Sparkle's mouth fell along with her disguise as she glanced around nervously at her cautious friends. Twilight opened her mouth wide...

...and was silent.