Disclaimer: I do not own MLP:FiM all characters, names, ponies, and so forth belong to Hasbro.

As I laid in bed awake, I came to the same revelation that I had the night before, and the night before that: Equestria after dark sucked.

While I’m pretty sure Manehattan or Vanhoover, or even Canterlot was still a pretty cool place when the sun went down, small towns with only the bare minimum of electricity like Ponyville basically shut down upon nightfall. On top of which, without electricity, the internet, or any modern convenience that I had given up on ever seeing again while hooves were my main mode of transportation, there wasn’t much to do after dark except stargaze.

However, that particular activity was one of those 100% nonsensical things about Equestria I had sworn never to touch beyond simply looking up at the night sky. Twilight might not have liked it that I didn't want to use her telescope and share in another one of her interests, but keeping my sanity in check by not asking how physics and certain universal constants could just be thrown out the window kept me from turning into...well, Lesson Zero Twilight.

All I could really do upon nightfall was be alone with my thoughts, and even those were things I didn’t like to talk to these days. Thanks to everything that had happened recently, my denial was having a hard time convincing the rest of me that everything was okay. The truth was, I was an emotional wreck and not getting any better.

I tried to clear my mind of the past two weeks as I felt Twilight climb into bed and snuggled close to me from behind. The contact of the princess against my pony coat made me tense, as I could feel from the way was she was nuzzling my neck what was about to happen thanks to both the emotional and physical smell of arousal coming from the Goddess of Magic. She wanted sex.

While a week ago I would have literally jumped on the chance to make love to the woman curling up next to me, those times had come and gone since the death of the last changeling queen and my ascension to the empty insect throne. Things had changed, and not for the better in some areas.

I didn’t know what was wrong with me. Although changelings didn’t really sleep, whenever I went into the hive mind before, I left it feeling at least somewhat more sure of myself and confident in my abilities. It might of well have been sleep with the way I usually woke up refreshed and confident in my decisions. Hell, most of the time it was better! However, all I had been getting from sleep since Chrissie died was the physical part of the rest, and a complete lack of reassurance.

Now, the idea of being with Twilight just made me depressed.

So for the third night in a row and eight time in the past few days, I turned her down.

“Not tonight Twi.”

There was a pause in her movements, which was awkward. Every time before when she had put the moves on me and been shot down, the alicorn had gracefully backed off with an okay and a shrug. However, this time, Twilight shifted around, and the next thing I knew, the library’s little bedroom was lit up by a purple glow. I rolled over to look up at the Goddess of Magic to see a confused, and slightly pained look on her face that made me feel as if someone had stabbed me in the gut.

“Fae, what’s wrong? Ever since we got back from the Crystal Empire, you’ve been…different.”

Crap, I thought before letting out a sigh and slowly pushing myself up in bed to face her.

What was wrong? Well, that was going to take a bit of an explanation. Long story short, over the past few days that I rode home from the Crystal Empire, talked to the others and got a new disguise that allowed me to use my magic while retaining my wings, my body had come to the inescapable conclusion that I was safe in Ponyville. It was a somewhat new experience for me to be honest. When I had lived in the town before, a little voice had always whispered in my ear that I was constantly surrounded by enemies. I needed to keep my guard up, watch everything I said, and made sure that nothing I told the ponies was too suspicious. Considering all the stuff I had messed with early on, I was a little surprised I hadn’t been caught in a lie much sooner.

Since I didn’t have the threat of being found out by the ponies anymore, that had allowed me to relax, and my mind to concentrate on other problems, things I really just didn’t have time to think about before.

The biggest thing being that I was now a sexy pony princess…or regent for a princess that had taken up stewardship of her kingdom to keep her from being overburdened by all that bureaucracy crap that most rulers had to deal with. I did it mostly to try and keep Twilight happy, although if anyone ever asked, I would have said the Element of Magic had more important things to do than play politics and babysit a bunch of country bumpkins. It kind of kept me busy, but not enough so that I couldn’t find time to think about how much of a girl I had been turned into.

Not in the ‘you’re such a girl, man’ kind of sense, but in the female reproductive parts where something is inserted kind of girl. I had quite literally been turned into the female variety of my current species. Even the fact I could use magic while flying again didn't negate the fact that I was doing so as a girl.

“Twilight, look at me!” I told her with a frown before throwing off the blankets covering my body.

It wasn’t my real body of course, the one I had gotten since coming to Equestria anyway. My real body was covered in a black shell that made cuddling with a pony, not to mention the more enjoyable stuff, impossible. No, what I looked like at the moment was probably what I would have looked like if I had been born the same species as what Twilight currently was: an alicorn.

Like Twilight, I had wings, a horn, and my fur was the color of dark chocolate, with green eyes and hair that was the same shade as my mother’s had been. It was almost as if I had been turned into a alicorn version of Chrysalis, and I stress the almost part.

The alicorn just ran her eyes over me in confusion. “I don’t understand. You’re beautiful. Is this about your cutie mark?” she asked before her eyes wandered down to my naked posterior. “I’m sorry, but the spell Celestia tweaked just makes you look like a you version of a pony. Since you’re not really an Equestrian, you can’t get one. I don’t see why that’s so upsetting to you though.”

“Twilight, I’m a girl!”

And thus, we came to the bit of the problem I was having. Back when I had just been your run of the mill changeling queen-to-be, I had been able to put off my whole existential crises thanks to a hefty amount of denial and need for survival. With everything else that was going on, I had managed to convince myself that while I may have been turned into a shape shifting emotional vampire, I was at least, still a guy. Hell, I even kinda looked like one according to the ponies. So despite the fact I was stuck in pretty ponyland, I was at least male.

Then Twilight Sparkle and Princess Trollestia came along with a spell to help me fit into pony society and I went from a slightly masculine, yet biologically asexual creature that laid hatchable eggs without a male to fertilize them to…a little girly pony. On top of which, I was apparently pretty hot. Whenever I went out into the village that had become my home, every guy around along with a couple of the girls would take notice of the new mare on the block and offer a compliment, or try and strike up a conversation. The lack of a cutie mark or actual princess title had been the obvious choice for the first two days, but now the guys knew enough about me to talk about other things. The changeling mind control that told them not to notice my blank flank also helped.

And to top THAT off, they were genuinely friendly and caring. Even Cloud Kicker, who made it NO secret whatsoever that she wanted to get under my tail, showed genuine concern when I was upset and backed off when I wanted her to. I couldn't even be mad at them because...all the ponies around town were just too fucking nice, even with half of them secretly wanting to sex me up.

Twilight looked down between my legs where I was gesturing to with my hooves. “Oh-kay,” the alicorn drawled while she looked down at my girly parts for a few seconds before meeting my eyes again, still confused. “You’re female. I kind of figured that out a few days ago when we were in the Crystal Empire. It was pretty obvious with all the changelings calling you Queen Omnifarious.”

The mention of her brother’s kingdom gave me flashbacks of a pink pony that were better left forgotten in my subconscious. I didn’t think Cadence could have ever been that scary. She was a pretty pink pony princess for crying out loud!

As for Twilight, I stared at her. It was all I could do for a few seconds. I mean, seriously…do I have to spell it out for her?

“Fae, please tell me what’s wrong,” she asked. With her voice so soft and kind, I couldn’t bear to meet her in the eyes anymore and just hung my head. That was the problem with having the perfect girlfriend and knowing you're not good enough for her: she'll never call you on it.

“Why am I still here?” I asked before realizing that was way too vague a question, especially considering we were currently in Twilight’s house. “With you, I mean. Why are you still with me even though I’m…like this.”

“…I don’t understand,” she mumbled. Her eyes did that thing that let me practically feel the guilt in her body well up, as if there was something she had done to make me upset. All it did was remind me why I had avoided talking about this whole thing up until now.

Although she was all around best pony, Twilight had a developed a bad habit of taking responsibility for things that were in no way her fault and trying to shoulder a lot of burdens on her own. It was something new she had acquired since picking up her wings, and I just knew Equestria was going to do its best to show her just how much of a bad idea it was to shoulder everything yourself. Hell, it nearly killed me when I tried it just a week ago!

I let out a groan and leaned my head back against the headboard. “Why are you still with me, even though I’m a girl?”

“Because I love you,” Twilight explained to me as if she was telling me the sky was blue. “Wait…this is one of those, I used to be a human things, isn’t it?” She let out a sigh and reached over to put a hoof on my thigh…or fetlock, I suppose. “Okay, let’s start at the beginning. You’re upset, because you’re a mare when you used to be…male? I’m trying to come up with an expansion of the spell we used to change your species, it’s just…without something to test it out on, I can only go so far so fast.”

Twilight’s question had me frozen in indecision on my emotional state. On one hand, I wanted to tell her yes. I was having a problem with the 100% confirmation that the universe as a whole decided to put girl on my ID card. But when it came down to it, when I really deep down thought about it, I could have dealt with that problem by just slapping a new face on and going about my business…if not for Twilight.

Being a shape shifter, I could have just taken the form of some random pony in the street, but…that had problems of its own. For one, I was actually starting to feel guilty about running around for a week as Flash Sentry; no matter how much he deserved being stuck in a cocoon and being fed on by psychic vampires that messed with his mind so much he couldn’t remember anything that had happened while in my captivity. But, the thing about taking on a false body that wasn’t just a variation on my changeling self like I had on at that moment, then sleeping with Twilight when I was like that…like I had done before…it just felt…wrong.

There was the fact that doing so would have made what was going on a lie. It would have been Twilight being with some other stallion, and I wanted Twilight to be with me, not…some mask I was wearing.

I wasn’t as inconsiderate as to think I needed to go around full changeling queen. My little Ponyville rampage to get Celestia's attention still had some of the ponies nervous there were shape shifters behind every door and we were just waiting to come and eat them. But the disguise I had was at least me as a pony…if a female me. That made it doable.

So I wasn’t as upset with the fact that I was kind of a female, I was upset because I was a girl, and Twilight didn’t seem to care about it. It didn't make sense! If she had been into girls, then the nerd would have been going out with one of her friends a long time ago.

“Why are you still with me, even though I’m a girl?” I asked while trying harder to organize my thoughts. “I know you’re not gay or anything, but…so…why are you still keeping me around?”

Twilight’s eyes widened for a moment. “What do you mean? I am happy, you make me happy and I’ve never been happier,” she told me in confusion with pain and desperation showing in her voice. “That’s why I wanted us to stay together.” That, and I know for a fact I was Twilight’s first serious relationship. I had no illusions this whole thing would have ended days ago if I had been boyfriend #2 or #3.

As for what she said, it actually took me a minute to process that one. Although humans and ponies had what was basically the same written language, our verbal languages and how those letters were arranged made things completely different. Some human words had pony equivalents, and could be swapped out easily enough like hay and hell. However, I had found during my stay in Equestria that there were some words, and even some human concepts that ponies just didn’t have.

Mostly, it was the darker stuff that they were better off without.

I thought it was a little odd, but…it was also probably the reason Celestia didn’t leave me to die in the arctic waste. Despite everything that had gone on before, when I had decided to rescue Twilight, I had crossed into her inner circle. Ergo, I couldn’t simply be left to die. Ideas like betrayal and cutting her losses didn’t pass through the goddess’s mind at all.

Apparently, the homosexual connotation for gay was another one of those things that was lacking in pony-land. Considering I couldn’t think of the correct pony word for lesbian, I tried to think of a better way to explain things to her.

“Is is because I can’t figure out the spell?” the Goddess of Magic continued. “Just give me time. Until then, you can change your shape to anypony you want. We…we can even go to Canterlot tomorrow, or Cloudsdale if you want to find a pegasus body to imitate. It'll be somepony you'll never run into on the street, I promise!"

The sigh I gave managed to hold her off for the moment, and I looked up at her. “That’s just it Twilight, it wouldn’t be me. This,” I said, gesturing to my pseudo-alicorn form, “this is me, or the closest thing to me that you can be with without everything just turning into a total lie, and…I know you’re not attracted to mares.”

And with that, everything just seemed to click in Twilight’s head. Hell, I even saw a small tick in her head when the information just kind of hit her.

However, instead a look of recognition or her usual exclamation when she figured something out, Twilight’s face twisted into an angry frown. “What? Who told you that?” the irate alicorn demanded. “Just because I’m from Canterlot doesn’t make me a snob!”

“Wha-”

“How in the hay could you even think that?” she grumbled before looking away. “I’m not even a noble, and even if I was, it would have been Shiny who would have been set to inherit the title! My parents wouldn’t have cared how many fillies I fooled around with.”

Completely lost, I just gave the usual, ‘I don’t know what the hell you’re talking about’ response. “Huh?”

“I can’t believe you of all ponies, Ms ‘I’ve seen every adventure you’ve been on’ actually thought I would-wait, is this about that gossip column the Cutie Mark Crusaders ran last year?” she asked. “Because that’s all it was, gossip! I am not a snob!”

Before she could do something like kick me out of bed, or banish me to the moon, I used my magic to close her mouth with a snap and held up my hooves in surrender. Considering I hadn’t eaten in days, it was about all I could manage. “Uh, Twilight…maybe we should start from the beginning…actually, screw it. Just…what’s a snob?” I asked before her magic dispelled mine and her glare of irritation turned to one confusion.

“A mare that only wants to be with stallions,” Twilight said explained. “Why? What did you think it meant?”

I frowned in thought. “Umm, I thought it meant a pony who thought that they were better than anypony else.” Hell, that was even the description my changeling-implanted dictionary gave me. “And what do you mean only stallions? That’s the norm!” Despite several of the differences between our societies, that little fact of life remained the same. Most of the couples I had seen going around were your classic guy/girl kind.

Hell, aside from Vinyl and Tavi, Lyra and Bon-Bon, Cloud and Blossom, all of the other pairings out there were heterosexual couples like…well, there were the Cakes of course, and The Doctor had Derpy…except that didn’t count because he was Time Turner and not really with the pegasus, so there was always…Cheerilee and Mac! They were a couple…sort of. So that made it…3 to 2 in favor of the girl on girl?

That didn’t seem right. I really needed to look into the whole Ponyville dating scene more closely.

“Actually, if you factor in the gender discrepancy, a stallion and mare relationship is the exception to the rule,” she explained. “Although the nobles of Canterlot usually rely potions to help make sure their first foal is male, most of the other ponies are left to the law of averages that give us a five to one shot in favor of having a filly. So, with five mares to every one stallion, the vast majority of relationships in Equestria are mares being with other mares.”

Then how the hell do they have enough kids to keep the population going? I wondered. I knew there wasn’t something like ‘love babies’ or huge multiple partner groups with something approaching two guys and seven girls. I’m pretty damn sure I would have noticed if there were!

Stopping that line of thought before it gave me a headache, I looked over to Twilight. “So…what you’re saying is…you like being with mares?”

“And stallions of course,” she added. “Wait…is that why we haven’t had sex since Celestia found that old spell? You thought I was just…humoring you?”

I looked away from the alicorn and nodded. “I thought…well…I mean, you never showed any interest in mares before so…yeah.”

Apparently, that was beyond the wrong thing to say, as Twilight quickly lowered herself to something approaching my level of hesitance. “Well…that’s because nopony’s ever shown any interest in me…until you.”

All of a sudden, a huge weight felt as if it had been lifted off my chest, and I nearly collapsed with relief. The fact the one pony I could really depend on at the moment, the one pony I needed more than the others wasn't just going through the motions with me...it made me... “You have no idea how happy I am to hear you say that,” I mumbled before leaning over to lay against her for support of an emotional nature more so than the physical kind. Although just who was supporting whom was kind of up for debate.

Unfortunately, the moment was ruined when I was reminded of the limits to how human a pony could be, and I found myself continuing to lean over, even when pressed up against Twilight. She let out a squawk of some kind, and we both ended up tumbling out of her bed. As Twilight rolled off of our small love next, I tried flapping my wings to get away, only to feel a hard yank on my tail that brought me tumbling down after the alicorn.

As the vertigo cleared and I found myself able to see straight again, I noticed that I had landed on top of Twilight, and judging by the feeling of movement beneath me-

“Fae,” the muffled voice of the alicorn called out.

-her face was directly under my ass.

The next thing I knew, I felt myself wrapped in the tingling glow of Twilight’s magic, and the world turned upside down as she picked me off the ground and hung me upside down in the air. “Okay, one…you are going to spend the next month getting lessons in pony society from me!”

Oh joy, I told myself in a sarcastic manner. Although history was a good subject for me, Twilight’s teaching methods were a little…dull and tended to involve more Starswirl than I thought possible. I mean, she had long since surpassed the old fart what with gaining wings where he failed to do so, but I didn’t want to know what to try pointing that out when the last guy who ended up messing with one of her idols was probably living in a hamster cage these days.

“And two,” she continued after drawing in a deep breath, “if there’s something bothering you, bucking tell me about it! I’ve been watching you mope around for days, DAYS! All this time thinking it was my fault for not figuring out how to alter genders with that transformation spell! DO YOU HAVE ANY IDEA HOW THAT’S MADE ME FEEL?”

Although it was pretty hard to cower while floating upside down in the grip of your demi-goddess of a girlfriend’s telekinesis, I managed to do it. “Sorry,” I squeaked out.

With the glow of her horn the only light in the room, Twilight got back up on the bed, and sprawled out until she was in position for sex. “Now come on and let’s go, you haven’t had anything to eat in three days, and if I have to go one more night without any attention from my fillyfriend, then I think I’ll go insane!”

As she lowered me back down onto the bed, I looked across Twilight’s body from where my head rested between her legs and sighed. “Twilight?”

The alicorn’s expression softened a bit at the tone of my voice. “Fae? Is there something else that’s bothering you need help with?”

“Yeah but…we can deal with it tomorrow morning, I just want to say…thanks…for everything. After everything that’s happened, I really don’t deserve you.”

Twilight smiled, then rolled her eyes and shook her head. “And stop putting yourself down so much,” she told me. “There’s a big difference between modesty and what your doing. So stop it, understand?”

“I’ll do my best,” I assured her with the best smile I could manage under the circumstances.

“Good, because Spike is due back the day after tomorrow, and you already wasted three days with your moping, so we've got to make up for lost time.”

I snickered. “…we’re not leaving the tree house at all tomorrow, are we?”

“The tree house? Fae we’re not leaving the bed.”

Author's Notes:

So begins the sequel to MSLaaEIO, will not be updated as fast as I did the first one.

In case it wasn't obvious, the prologue for this takes place before the epilogue for MSLaaEIO.

Also, a special message for those of you using DISH Network to record your MLP! When I looked at my scheduling the other day, I saw for some reason they are not putting the series finale into the usual record command slots/timers and I had to make a new record command/timer to get it. So check you scheduled programming, would hate to see someone miss out because the provider's programming is stupid.