Author's Notes:

Anytime I show the full transformation, it's only to introduce that character, so you'll only see the full transformation either as that character's introduction or crowning moment.

Oh, and this story is inspired by Madoka Magica, but it isn't a crossover. Just know that when you hear Credens Justitiam (Mami's theme) play in your head reading this chapter, that's intentional. Other than that, this is a completely different story than Madoka Magica.

Any errors let me know via the comments.

Enjoy!

The Mask She Wears

After leaving Dash and Applejack, Twilight and Spike made their way to the Library, where they would be staying for the next few months, until Spike could learn what was causing the disappearances, and hopefully put a stop to them.

At first Spike thought it was just something akin to a wild beast, but upon landing in the small town, Spike noticed a few things that really stood out. First of all, the entire town was surrounded by intense magic. Not like in Canterlot, where magic ran all through the town. Here the magic was all around the town, sort of like a bubble.

Then there was that earth pony, Applejack. On the outside she looked like a regular earth pony in her early to mid twenties. But there was something about her that was like his mother. It was like she had a fraction of her power.

He also sensed magic similar to illusion magic on her, like he was seeing the real her but not at the same time. If she was using some sort of illusion magic though, then that would mean she wasn't really an earth pony. But that didn't make sense either, because even using his second sight showed that she was an earth pony.

So it was illusion magic that wasn't illusion magic?

“Well, here we are,” Spike said once they were outside their new house, which was a large oak tree turned building. Over the door was a golden sign that read “Golden Oak's Library”.

Twilight was still silent, looking back at where they spoke with Rainbow Dash and Applejack.

“I'm sure we'll see them again,” Spike said.

“Who says I want to?” Twilight asked.

“I could tell you were liking Dash,” Spike said, “She said something about going to see Applejack tomorrow. Why don't you go with her?”

Twilight was about to say something, but she stopped herself and shook her head. Spike understood, since this was how it started with Trixie. They were tied at the hips, like twins almost. Her betrayal ruined Twilight.

Spike sighed and escorted Twilight into the building. The second they got inside, Twilight's expression was completely different. She lit up seeing the assortment of books which filled the large blue wooden shelves on both main floors. There was a desk on the first floor perfect for writing letters, and plenty of seats and tables for those who wanted to just sit and read.

“The living quarters are on the third floor,” Spike explained, “Mom had all of our luggage sent over with a second chariot, so all of our things should be neatly packed up,” he laughed when he saw Twilight pulling out books from the shelf to check the titles, “Are you happy?” he asked sarcastically.

“This is heaven!” Twilight said elated, “This entire library of books is ours!”

Spike loved seeing her like this. This was the real Twilight. Bright, cheerful, and full of wonder. He wished she could be like this more often.

“I'm going to go talk to the mayor and start the investigation,” Spike said, “Will you be okay here by yourself?”

“Oh yeah,” Twilight said confidently, “With all of these books? I should be okay.”

“I'll probably be back before dark,” Spike said, “After talking to the mayor I was going to check out the Everfree Forest.”

“That's where most of the disappearance occur, right?” Twilight asked. Spike nodded, and Twilight looked down a bit concerned, “I wish you wouldn't go there. What if you disappear?”

“I'll be okay,” Spike said, “I'm going in the daytime, and most of the incidents happened at night. If I'm not back by seven o'clock then you can worry, okay?”

Twilight nodded, and Spike hugged her. He was happy to feel her return the embrace, and even tighten it.

“I love you, Twilight,” he said to her, assuring her that he would make it back.

“I... love you too Spike,” Twilight said softly, “Please make it back.”

“I promise, I'll come back,” Spike said. It took a second for Twilight to let go, but once she did, Spike smiled to her and walked out the library. As much as he loved Twilight, she confused him a bit. Sometimes it seemed like his touch was painful, which made sense considering her fears. But sometimes it seemed like she didn't want to ever let go, mainly when she initiated it.

He took it as a show of how desperate she was for contact.

The walk to Town Hall was a positive one. The air was fresh, and there were so many different types of ponies. All of them smiled and waved when they saw him. That was different, as the ponies in Canterlot had their heads so far up their own asses that they never bothered to say hi unless they were already friends.

If it wasn't for how fearful Twilight was, he would consider moving here.

As he arrived at Town Hall, he was greeted by the freshest of scents, one that made his heart race. He followed the scent to the source, and everything stopped. He found himself staring at the most beautiful pony he had ever seen.

A white unicorn with a long purple mane and tail that were both curly. She wore light blue eye shadow, mascara, and good god, she had the most shapely figure he had ever seen. Her Cutie Mark showed three blue diamonds. She was leaning against the banister in a way that accentuated her figure, and she had the most serene smile on her face.

The white unicorn looked his way, and immediately he turned around, pretending that he wasn't looking at her the entire time. He heard her giggle, followed by her walking over to him.

“So, like what you see?” the unicorn said, her voice high and cultured, with a hint of sensuality.

“Um, I wasn't... uh... staring at you if that's what you... um...” Spike said, trying and failing to not out himself.

“Oh, my mistake,” the unicorn said looking aside smiling, “You're not from around here, aren't you?”

Spike shook his head, “I'm the emissary sent from Canterlot, my name is Spike.”

“Spike,” the unicorn said, “Nice to meet you Spike. I'm Rarity.”

Spike shook Rarity's hoof, and was instantly hit with an awareness of powerful magic. She was beautiful, but Spike knew that she was the same as Applejack. He felt the same sort of magic, like she was hiding her true form or something.

“Are you okay?” Rarity asked, her expression one of almost knowing. What was this mare hiding?

“Y-yeah, I'm fine,” Spike said, “I was going to talk to the mayor about the disappearance, but afterward I'd like to ask you a few questions. If you don't mind, that is.”

“Not at all,” Rarity said, “I'll wait for you here, I promise.”

Spike nodded to her smiling, and then walked into the building. Now that he was no longer in Rarity's presence, he could think a little better. Now there were two of these mysterious ponies. Just what was this town hiding?

And was he drawn to Rarity's mysterious aura, or something more personal and carnal?

“Spike...” Rarity said looking up at the sky, “I can't remember the last time anyone got me this excited.”

She knew that she should have been trying to keep an eye on him, but she couldn't help herself. She wanted something, and when there was something she wanted, she made sure she got it. Who said she could have a few nice things herself?

She was fully immersed in her book, so much that she had lost track of the time. The sun was starting to set, and Spike hadn't come back yet. She looked at her clock and saw that it was only six o'clock

“He's not late yet,” Twilight said to herself before going back to her book. Even still though, he was cutting it pretty close.

“So, you've been living here for about four years?” Spike asked Rarity as they walked through town together.

Rarity nodded, “I moved here after graduating high school to start my business.”

“You have your own business?” Spike asked, “You're so young, though.”

Rarity laughed, a soft and pleasant laugh, “It's not uncommon, though my parents were surprised with my decision to get started right after high school. Everything I learned about owning a business is self taught.”

“How successful is it?” Spike asked, now really interested in this mare.

“My place is really close by if you want to see,” she said with a suggestive smile. Spike felt like there was something else he was supposed to do, but instead all he could think about was the stunning mare next to him.

He nodded and let Rarity guide him to her place, which turned out to be a large three story building shaped almost like a merry-go-round. It was absolutely stunning, just like the mare that apparently owned it.

“This place is yours?!” Spike asked, earning another soft laugh from Rarity.

“Would you like proof?” Rarity asked, not waiting for an answer. Instead she put her horn through the lock on the door to unlock it. If Spike didn't know better, she was swishing her tail back and forth while she did so.

Rarity opened the door, and motioned for Spike to come inside. Spike smiled and trotted in, still feeling like there was something he was supposed to do. Oh well, he'd get to it as soon as he remembered.

Twilight looked up from her book again at the clock. It showed six-thirty, still not late but a lot closer.

“Spike... where are you?” Twilight said, her heart racing. This was getting a little too close for her comfort now. She was very punctual, so if Spike didn't come through the door at that moment-

She heard the door open downstairs. Her heart leaped out of her chest, she was so happy.

“SPIKE!” she cried out, galloping downstairs about to jump into his arms. She stopped immediately though, when she saw Rainbow Dash standing at the door of the library in shock.

“Sorry,” Dash said with an awkward smile. Twilight's expression changed to one of deep sadness and she looked away.

“You're not Spike...” Twilight said trotting back upstairs. Dash galloped next to Twilight.

“Obviously,” Dash said, “Is he out late or something?”

“He's investigating...” Twilight said distantly, “He said he'd be back by seven, but...”

Dash looked at the clock, “Hey, he's got a few minutes till he's late. Tell you what, I'll wait with you.”

“Please... no...” Twilight said shaking her head, “I'll be fine by myself...”

“You're freaking out right now with me here. I'd feel better being here to keep an eye on you.”

Twilight wasn't used to this at all. Dash was adamant about being here, but she didn't seem pushy. Just determined...

“Why are you doing this?” Twilight asked backing away, “You don't know me at all. We only just met. Why do you care so much?”

“Because it's the right thing to do,” Dash said with a shrug, “I've never left someone in need if I was right there, and I'm not starting now.”

She was serious, wasn't she? She actually wanted to be here...

“Okay... you can stay...” Twilight said, “But if he's not here by seven, I'm searching for him.”

“If it comes to that,” Dash said stretching her wings, “I'll just go with you.”

Dash walked over to a bookshelf and picked out a book, an adventure book, and sat down at a desk. Twilight couldn't take her eyes off of the cyan pegasus. Why wouldn't she leave her alone? Why did she care so much?

Well, if she wanted to sit here then fine. It didn't change the fact that she had to wait for Spike. He couldn't disappear. She wouldn't let him.

She couldn't stop laughing. Spike was by far the sweetest, and funniest guy she had ever spent time with. It was rare for her to be with a guy and he not be trying to rush her to bed. She could tell that Spike was interested in her, but he wasn't trying to bed her. He just seemed to enjoy spending time with her.

And that made her enjoy spending time with him. This was the most fun she had in ages, not since gaining the magic of harmony. Spike suspected her of something, but he had no idea what she really was.

To Spike, she was just “Rarity”.

“I had no idea that the Princess was such a troll!” Rarity said through her laughter.

“Oh, Mom's crazy. Once, there was a feast, and she decided to fling peas at this one noble. It landed right in her mane, and she questioned everyone, except for Mom.”

“She didn't think the Princess did it?” Rarity asked.

“She asked Mom if she knew who did it!” both she and Spike broke into hearty laughter. Rarity had tears in her eyes from laughing so much. He was so easy to relate to, something odd in a dragon. The Princess raised him well.

Spike looked up at the clock, and after a second his face went pale.

“Shoot! That's what I needed to do!” Spike said suddenly.

“Huh? What's wrong, Spike?” Rarity asked.

“I told Twilight that I would investigate the Everfree Forest and be back by seven o'clock! Argh, I totally lost track of time!”

Was this “Twilight” his girlfriend? She must have been the pony that he came here with. But with how interested he seemed to be in her “assets”, he was clearly single. Perhaps Twilight was like a sister to him.

Rarity looked at the clock and saw the time as well, “Six forty, that's not too bad. If you want, I can show you the Everfree Forest now.”

“Can I still make it in time?” Spike asked, his entire mood changed to one of duty, something that Rarity respected.

“I know a shortcut. It'll get you there in only a few minutes,” Rarity said with a smile.

“I'd really appreciate that, Rarity. Thanks,” Spike said. Rarity nodded smiling and walked to the door. To gauge his reaction, she brushed her tail under his snout. She saw him blush, confirming her belief. He was single.

That meant he was fair game.

Twilight paced back and forth in the main auditorium, her heart beating faster and faster. She looked up at the clock, and saw the time.

Seven o'one...

“He's still not here...” Twilight said, her voice shaking a bit. Dash flew over to her immediately.

“So we're going, right?” Dash asked, shocking Twilight. She even meant it when she said she was going to join her?

“Y-yes... We are...” Twilight said softly.

“Come on then!” Dash said galloping to the door, “I know the way!”

Twilight nodded and galloped after Dash, who flew just in front of her, but was careful to not go to far. Twilight prayed for Spike's safety the entire time.

“That's...” Applejack said, seeing Rainbow Dash and Twilight run past her. They were going to the Everfree Forest, and apparently it was urgent, based off the expressions on their faces.

“Better follow,” she said to herself, staying a good distance so they wouldn't see her, but she could see them. If a nightmare showed up, they'd need the magic of harmony.

“So this is where the disappearances happened?” Spike asked looking around.

“One of the places,” Rarity said looking away slightly, “Most of the incidents happened further in.”

Spike noticed that Rarity seemed on edge since they came into the Everfree Forest. Like she was afraid of something. Did she lose someone in here?

“Rarity, are you okay?” Spike asked.

“We have to get out of here,” Rarity said urgently.

“Huh?” that came out of nowhere, Spike thought.

“It's coming! We have to leave now!” Rarity shouted. Before Spike could ask anything, he felt a magic unlike anything he had ever seen. It was the blackest of black magic, and it felt like it was alive, and rushing up to them. A second later, Spike noticed their surrounding's shift as if they were a mirage.

“What in the world...” Spike asked looking around.

“Look out!” Rarity screamed jumping onto Spike and pushing him to the ground. If he hadn't seen something sharp shoot at him last minute, he would have been in heaven lying under this extremely beautiful mare.

“Are you okay, Spike?” Rarity asked sweetly, blushing as the realization of their position hit her.

“Yeah... I'm alright...” Spike said, blushing as well. Something about this mare was mesmerizing, and the more he looked at her, the more he felt something about her that was... otherworldly.

A buzzing sound caught their attention. Spike looked up and saw the oddest sight. As the surroundings began to fully change, he saw a swarm of... bugs?

The second Twilight and Dash made it into forest, things got weird. The forest began to shift, almost like a mirage. Both mares stopped and looked around as the change occurred.

“What the hell...” Dash said.

“Spike... he's trapped here...” Twilight said, horror hitting her. The area changed, turning into a completely new environment. This place looked more like an ancient temple, and the sky turned an apocalyptic red.

They also saw a swarm of hornets flying toward them. These bugs, however, were about half the size of a pony, and were black and red. These bugs looked vicious, more vicious than normal hornets. Anyone else would scream and run away seeing these. However, Twilight had only one thing on her mind.

“S-Spike... he's...” Twilight stuttered.

“Twilight? W-we need to get o-out of here...” Dash said, backing away as the hornets pointed their stingers at them.

“Spike...” Twilight said, her eyes widening, thinking of the possibility of Spike being trapped here.

“Hey, Twilight?” Dash asked, “Run, like, now!”

“I... can't...” Twilight said, shocking the mare next to her.

“Why not?!” Dash asked.

“I have to find him...” Twilight said, “Spike... SPIKE!!!” Twilight shouted, running deeper into the strange environment.

“Damn it girl! Wait up!” Dash shouted, flying after the unicorn, dodging the hornets as they fired their stingers at them.

“Damn it!” Spike shouted, swinging his tail at one of the hornets. He knocked it aside, but it didn't die. Two hornets flew in front of him and fired their stingers, but Spike picked up Rarity and flew off with his powerful wings.

“Spike!”

“Don't worry Rarity! I'll protect you!” Spike proclaimed.

“W-what?!”

“I'm an emissary from Canterlot sent to investigate these incidents,” Spike stated, “As such, it's my duty to make sure you're safe! Everything's going to be fine!”

Rarity's heart was leaping out of her chest. He wanted to protect her so much, but he stood no chance. Even if they weren't nightmares, avatars were just as dangerous.

Spike grunted in pain as a stinger hit his wing. Both of them fell to the ground, Rarity rolling a bit away from Spike. She stood up and saw Spike slowly getting up as the hornets began swarming around him.

“Spike...” Rarity said, realizing what she had to do. She hated it, because after this they're relationship wouldn't ever be the same, but she couldn't let him die.

“STAY AWAY FROM HIM!!!” Rarity screamed, firing a small blast of magic at the hornets, making them disperse a bit. She took that opportunity to run over to Spike, standing in front of him.

“Rarity!” Spike called out, “You need to get to someplace safe! These creatures-”

“I appreciate everything,” Rarity said, “This has been the best day of my life, but I can't lie to you anymore.”

“Huh?” Spike said softly. Rarity closed her eyes, fighting back tears as she prepared herself to reveal what she really was.

Twilight and Dash were backed up against a stone wall as the hornets flew closer to them. She hadn't found Spike yet, and now there was nowhere for them to run. Did they already get Spike? Were they about to get her and Dash now too?

“I told you we should have run away!” Dash said, “And I never run from a fight!”

“It can't end like this!” Twilight shouted, “I haven't found Spike yet!”

“That's the least of our worries now!” Dash cried. The hornets prepared another attack, but a large boulder flew into the hornets, knocking a few back. Twilight and Dash looked up and saw somepony standing in front of them.

Applejack...

“Applejack?” Dash asked, “What are you-”

“Looks like y'all wandered into a labyrinth,” Applejack said, “Thankfully these ain't nightmares, so there ain't nothin much ta worry about.”

Twilight didn't know what shocked her more. The fast that Applejack was here, or that she seemed so calm looking at these monsters.

“Nothing to worry about?!” Dash asked, “What are you even-”

“Just leave this ta me, alright?” Applejack stated, a golden aura surrounding her, “Ah'll explain everything after Ah clean up here, alright.”

Twilight couldn't take her eyes off of Applejack, who in a white flash started to change shape.

Rarity suddenly started glowing, shocking Spike a bit, but he remembered the spell that was concealing her and that Applejack's form before. He had a feeling that he was about to find out exactly what she was hiding.

Rarity's Transformation

A light purple gemstone latched onto Rarity's chest, immediately creating her blue crystal chest plate. She flinched slightly from the influx of power as her entire body began to glow white.

Her body grew slightly, and her horn grew to be two times its previous length. She elegantly spun around as the rest of her regalia latched onto her body as her mane and tail grew in volume and length.

Large white wings appeared on her back, and the last thing that appeared on her was her crystal tiara. She flew around a bit, and then elegantly landed with one foot raised, ending her transformation.

Applejack's Transformation

An orange gemstone latched onto Applejack's chest, creating her golden chest plate. She flinched from the influx of power as her entire body began glowing golden. Her stetson flew up into the air.

Her body grew as her ponytail came undone. A long horn sprouted from her forehead, and large wings appeared on her back.

The rest of her regalia literally flew onto her with enough force to look painful, and her stetson landed on one hoof, now with a golden trim and red gemstone, looking royal. She placed the stetson on her head and waved her mane, standing proud as her transformation was completed.

“R-Rarity...” Spike said looking at the now larger mare before him, “You're... an alicorn?”

Rarity turned to Spike with a saddened smile, tears in her eyes, “I suppose I can't pretend to be a normal pony anymore, huh?” she said, voice cracking slightly as she cried.

Something about the way she looked hit Spike hard. She was so beautiful, yet at the same time, so tragic. Why was she crying, and why did he want to cry too?

“Shut... up...” Dash said softly.

“What are you...?” Twilight asked, unable to take her eyes off the magnificent pony standing before them.

Applejack turned to them with a comforting smile, “Ah'm... an Element of Harmony.”

“Element of... Harmony?” Twilight asked, remembering reading about that term before. Weren't they... a myth though?

From where the two Elements of Harmony were, both mares turned to face their foes. They only had one thing on their minds now. Protecting the lives behind them. Such was the job of an Element of Harmony.