"How is something so small so dang fast!?" Spike shouted, panting hard as he chased down the imp that had stolen Rarity's dessert back in front of Diamond Tiara's home. He didn't have any idea where this thing had come from or how it was in the living world. As far as he was aware imps were held in Tartarus along with the other monsters that had either passed from the living or were exiled to the other realm. Maybe it escaped somehow? Was summoned by a dark magic? Not that it mattered to him in the moment as he was just focused on getting that box back. Even while holding it over the monster's head its little legs were outpacing him. "Are you just messing with me?" Yelling out the last of his breath Spike stopped to let himself rest. Running non-stop like that took a lot out of him and it wasn't easy in these shoes or this outfit.

When he looked up he saw the monster had stopped too, holding the box and watching Spike to see what he'd do next. "What you... huff... gotta rest too?" Spike asked but to answer the little imp bounced from one foot to the other. Despite how dark the monster was in the night Spike could easily make out the mocking dance the creature was doing. "You're really asking for it here, pal." He said and took to his feet again, the monster running off ahead of him. It was odd though, if the creature just wanted the dessert for itself it could have ran off in any direction to escape him. They were getting farther away from town and closer towards the woods. Yet with all the trees and bushed around the monster just stayed on the path, leading Spike after him.

He was still panting hard but the monster must have been tired too as it was slowing down along with him. There was hope of catching it yet, though it finally made a move he didn't expect and ran off the road onto a dirt path. It was darker this way without the lanterns lining the street but Spike could tell where it was still thanks to the coloring of the box it carried. Crossing over a small bridge and winding around the dirt path the monster ducked inside of a familiar house. "What the... huff... this is... Fluttershy's place." Time to take in his surroundings wasn't available to him during the chase but now that he stopped he could see the monster lead him all the way to her home by just about the fastest route to get there. "I dunno what it's doing in there but I'm gonna stop that thing before it can cause any more trouble." Normally Spike wouldn't barge in on someone's home but her door was already open, which allowed the monster to sneak right in before him. Swinging the door wide Spike got ready to confront the creature.

"You're not getting away so... easily... from..." Spike began but was stopped in shock at the sight before him. There was indeed a black monster waiting for him but it was much larger than he anticipated. Standing tall like a human the black figure turned to face him, insect like wings on its back and glowing green eyes that lacked any pupils. It was naked before him, not a scrap of cloth on its body. Not that it needed any as there wasn't any genitals on the monster to determine a sex. Mouth opening in a sneer to reveal sharp teeth, two pronounced fangs in the front as it looked at him. "A changeling?"

It was indeed a changeling. Not like Damselfly who was clearly a female or Queen Chrysalis who not only shared many human traits in appearance but also looked much more like a woman. This thing was one of Chrysalis' army, a creature devoid of unique appearance from its brethren yet able to take the shape of anyone it wanted. There was movement past the first monster and Spike could see another changeling rising from the ground, kneeling over a woman's body that was collapsed on the floor behind them. Long pink hair pooling out around her as she laid still. "Fluttershy!" Spike cried out and moved forward but was toppled by the two swift black figures that charged at him.

Falling to the ground himself Spike groaned as hands held down his arms, shoulders and head. The monsters staring down at him with contempt. "He's seen us." One of them hissed.

"We can't allow it." The other agreed.

"We'll have to kill it now before it can speak." The first changeling spoke, opening its mouth and pinning Spike's head against the floor. He'd been bitten by Damselfly twice now and knew what the venom could do. You lost yourself when it entered your body, forgetting almost everything. It made it easier for the changelings to subdue and confuse their prey which would make it very simple to kill Spike afterwards. He struggled to get up but somehow couldn't find the strength to fight them. Panic setting into his mind as he seemed to be helpless at their advance.

Fortunately for him they weren't alone. Two small black and white figures leaped up from who knew where and latched onto the faces of his attackers. The monsters shouted in frustration and let Spike go, pulling at the small bodies that were clawing their faces. With the monsters off of him Spike rolled onto his hands and knees and crawled over to Fluttershy. "Hey, Fluttershy! Are you okay?" Spike asked but got no reply, she was in such bad shape. Naked on the floor and puncture wounds in her neck from where the changelings had bit her. In the past Spike might have been flustered even now to see her this exposed but he was too afraid to think of anything but their safety. "Fluttershy, oh... oh no! Please, you gotta get up. You have to be okay. We need to leave." Fluttershy's mouth moved ever so slightly, a thankful indicator that she was still alive. However nothing else about her moved, her eyes staring off into space as if she wasn't able to hear or see anything around her. "Listen we can't stay, we have to get up and leave now before they get us."

The pair of changelings had managed to pry their attackers off their faces, Spike able to see now that it was Fluttershy's strong willed pet rabbit Angel and the little imp that had lead him here in the first place fending the monsters off. He didn't know why they were working together or helping him but he was thankful for it, standing up to face the monsters once more. They bared their teeth at him again, the wings on their backs making an unsettling buzz as they squared up against him. He was outnumbered, but Fluttershy needed his help. His two rescuers needed him now as well, clearly unable to fight off the big monsters by themselves. Now was the time for him to be scarier than the monsters despite being more afraid than he could imagine. They moved forward and Spike summoned up every scrap of bravery he had inside himself.

"LEAVE!" Spike bellowed as green fire flowed out of his mouth towards the changelings. It was enough to shock the monsters as they both stepped away from him when the flames licked at their outstretched hands. That gave him confidence as Spike let out another scream of fire and walked towards the changelings.

"Fire Breather! It's a Fire Breather!"

"Flee it! Flee it!" The changelings shrieked as they turned to run out the door, wings carrying them up and off into the night sky. Spike stood wide eyed for a while, surprised they turned to run so quickly. He thought for sure they'd continue their attack with how easily they'd pinned him before. Letting the fire run out of his breath and cease Spike looked off into the night to make sure they weren't coming back before feeling a tug on his pant leg. Looking down the little black imp was trying to get his attention, pointing at Fluttershy who had a very concerned Angel sitting nearby her.

"Fluttershy!" Spike said suddenly remembering what he'd seen of her. Running to her side Spike put a hand against her head and felt the heat coming off of her. "Fluttershy, can you hear me? Can you talk?"

"Ng." Was all the girl was able to manage, her eyes still looking off into the distance unaware of the world around her. Spike looked around the room but could only breath in a panic.

"I... I... I don't know what to do! Help! HELP! Someone please help!" Spike lifted Fluttershy into his arms, getting her to sit up and watching her head roll to one side as all the strength had left her body. "Oh no. Oh please don't... please be okay." He stammered, holding her close to his chest as he panicked. "Help me... please."

"Since you said please, I guess I will." A woman's voice spoke as Spike's head snapped towards the door to see a familiar face.

"Damselfly!" Spike shouted in surprise, though Fluttershy's other two friends were less welcoming of her as Angel and the imp took defensive positions in front of their owner. "Why are you here?"

"I could hear you screaming all the way out the door into the woods. Not to mention smell all the fear you were giving off." Damselfly said and approached but found her path cut off by Fluttershy's defenders. "You two mind?" She asked in annoyance but they didn't move from their position.

"Guys, it's okay. She's a friend." Spike said, the two critters looking between each other and seeming to communicate in some unique way Spike couldn't comprehend. After their debate they decided to relent to Spike's request and let the changeling girl pass.

"About time." Damselfly said and leaned down near Fluttershy on the opposite side of Spike. "So... this is one of the Elements of Harmony, isn't it? I remember her somewhat from your visits." She placed a hand against the girl's chest and closed her eyes. "Oh, this one is Kindness. I recall now, she was the one you got rough with back in the woods when you wanted to blow off some steam on me."

"Can we not talk about that now?" Spike asked desperately. "Please... she's hurt. I don't know what to do. They did something to her."

"Looks like they fed off of her energy. A lot of it at that." Damselfly scowled. "Those idiots, I told them to stay away from the town."

"Wait, you knew them?" Spike asked, feeling anger rise from his chest at the sense of betrayal.

"I knew of them, didn't I tell you to stay out of the woods? It's dangerous in there Spike, I'm not the only one hiding in the dark." Damselfly explained. She pushed Fluttershy's hair back and looked at her neck. Turning her head over she looked at the other side as well. "Two bites..."

"What does that mean?" Spike asked, not liking the look that came over her face when she saw the puncture wounds.

"Spike I'm sorry, your friend is going to die."

"No! NO!" Spike shouted, hugging her tightly and feeling tears come to his eyes. "That can't... it can't happen! We can save her! Fluttershy can't die."

"Everyone can die, Spike. Your friends aren't excluded just because your ruler thinks their magic is special." She put a hand on her forehead and her eyes softened. "This poor girl, they really did their best to ruin you didn't they? Two bites is more venom than a human can normally survive. I don't think her heart will last much longer."

"Damselfly... I don't... I don't know what you are." Spike said, trying to figure out his words. "But you're different, right? You're different from the other changelings." She watched him carefully, analyzing his face as he spoke. He couldn't understand what she was doing. Truth was he almost never understood why she did anything since he met her, other than feed on his energy when the opportunity was given to her. Right now though it was as if he was uncovering something about her she wanted kept quiet and she was afraid to let him continue.

"Yes. I'm... different." She said simply.

"Do you know how to save her? Any way at all?"

"Spike she's-

"Anything at all!? Please I'll... I'll give you whatever you want! I don't care what it is but if you can save her I... I'll do anything. Just please. You're the only one that can help me." Spike pleaded, tears coming freely now and he did nothing to stop them. Everything else was out of his mind. His previous plans he'd had with Rarity, the ruckus at Diamond Tiara's, his ever changing relationship with Twilight. It all faded in this moment where he could feel just how fragile life was as it was slipping out of his fingers. "I'm begging you."

"Sit her up straight." Damselfly instructed, Spike quickly moving his body around to do as she asked. Sitting behind Fluttershy and holding her body up to keep her from slipping down. She was heavy in his hands. He never knew how heavy a body could be when it couldn't move on its own. Was this how it felt like to hold a corpse? The body of a dead friend, so loose and powerless it was just weight bearing down on your hands and your heart. "Good, now move her head to the side so I can see her neck." Spike pulled her long hair aside to expose her neck to Damselfly, the changeling woman leaning over Fluttershy's body and petting her hair. "Brace yourself sweetie, this is going to hurt." With that Damselfly sunk her teeth into Fluttershy's neck.

"What!?" Spike asked, looking at her in shock but not moving from his position. Angel and the imp were closing in on Damselfly but kept their distance when Spike shot them a look.

"Nng... Nggh!" Fluttershy murmured through her haze. "Ahh... AHH!" Her body didn't move, she didn't have the strength but despite the numbing venom in her system she was able to feel whatever it was Damselfly was doing to her. After what felt like ages of the naked girl groaning in pain Damselfly finally pulled her head away from Fluttershy's neck.

"Did... did that-?" Spike began but didn't get far as Damselfly ripped off part of her dress from the edge of her skirt and put it over Fluttershy's neck, her other hand covering her own mouth. Spike somewhat got the idea and positioned his hand to hold the fabric over the wounds in her place. "You did it?"

"Blargh!" Damselfly retched as her body bent over and she vomited a black bile onto the carpet. The sound was loud and painful as she coughed out the black and red mixture of venom and blood from her stomach, body shaking in pain. Hunched over and gasping, she spit out the last bits that still remained on her tongue.

"Damselfly, are you okay?"

"Shut up!" She shouted back at him. "Move her head... move her head!" Spike was shook by her shouting but did as instructed, tilting Fluttershy's head to the other side as Damselfly weakly knelt over her again and bit into her wounds once more. This time Fluttershy shouted almost immediately, crying out in pain as she felt the venom forcibly pulled out through her veins. He wanted to do more to help them both but realized this was all he could do, just hold onto Fluttershy as Damselfly put them all through pain to save her life. When she was finally through extracting the venom she didn't have a moment to hold it back. Fall onto her hands and knees while vomiting the black and red mixture into another dark puddle on the ground. She coughed and gagged, then finally fell onto her side. "Uh... oh... hurts..." Damselfly mumbled.

"I think it's working." Spike said, noticing that Fluttershy's breathing was increasing from the very faint breaths she'd been taking before. Though now from all the crying in pain she'd done he could see her sweating and panting from the intensity of Damselfly's treatment.

"Hospital..." Damselfly muttered.

"Yeah, I'll go... I'll go and get you both to a hospital."

"No! You... stupid idiot." Damselfly scolded as she propped herself up on her arms, black liquid lining her lips and chin from her body painfully rejecting the venom. "They find me they'll... kill me. Take her. Go."

"But... but I can't just leave you after you saved her." Spike protested, unsure what to do yet again. How was it in a time of crisis like this he could be so useless? Everything was happening faster than his mind could properly process to make the right decisions.

"You can't take me... you know that. Just go, take her now. Just because the venom's out doesn't mean she'll live." Those words were enough to get Spike to finally spring into action. Locating one of Fluttershy's blankets on her couch he covered her body so nothing would be revealed and hoisting her up into his arms. Walking towards the door Spike stopped for a moment and turned back to the changeling laying on the ground. The one that had put herself through so much to save the life of someone she considered an enemy.

"Damselfly, thank you. I owe you for everything you've done for me."

"Shut up." Damselfly spat at him angrily. "Go already!" Spike nodded, not expecting any kind words in return but not wanting to leave her without expressing them himself. With that he was out the door and into the night. After he'd left Damselfly slowly pulled herself to her feet, stumbling as she made her way to the door. "This isn't good... what was I thinking helping that brat?" Leaning on the walls for support she stumbled towards the exit, noting the two small creatures watching her as she left. "Don't you two go thanking me now either. If you're smart you'll forget you ever saw me." Angel and the imp just watched silently as the changeling woman exited the house, her body transforming into that of a green haired human in black clothing. "Just... leave me alone... everyone."

Damselfly took her leave, disappearing into the dark. Leaving the two small creatures alone to await the fate of their owner.

Some nights in town you managed to run into everyone bustling about, all with a place to go or a night to enjoy with friends and family. This wasn't one of those kinds of nights. That or somehow Spike had managed to avoid every living soul on his run to Fluttershy's place and now back from it. Sometimes random luck was truly against you and this was a time he could have used someone more capable than him to appear. Even with running as fast as he could and holding Fluttershy tightly against his chest the hospital was a long ways off. He could have ran the whole distance himself despite his lungs begging for him to stop and catch a breath. However he knew somebody smarter and more capable than him who also had the ability to magically teleport. Thankfully she wasn't as far away as the hospital either.

"Twilight!" Spike shouted as he entered the library, leaving the door open behind him as he charged in. "Twilight, I need you! Twilight!" After looking around the main floor frantically he could hear foot steps approach in a hurry from the bedroom. Twilight Sparkle showing up at the top of the stairs in her pajamas and looking down at Spike.

"Spike!? What's wrong?" Seeing who he was holding in his arms Twilight raced down the stairs to see her friend laying in his embrace. "Fluttershy?"

"Ng." The girl managed with a grimace, her face having changed from the blank expression Spike had seen when he first came across her to a that of someone dealing with a great amount of pain.

"Oh no, Fluttershy... Spike, what happened!?"

"She was attacked. By two changelings." Spike watched as Twilight's body physically trembled at the news. He didn't know if it was fear or anger but that didn't matter right now. What they needed was the scholar Twilight Sparkle and all her magic, knowledge and focus. "Twilight, she lost blood and I don't know what else they did to her. We need your help."

"Right... right! Okay, take her upstairs and lay her on my bed."

"Will do!" Spike did as he instructed, Twilight's hands raising into the air as books floated off the shelves and hovered before her, flipping open for her to read. He didn't have time to see which ones as he laid Fluttershy down gently on the bed, being sure to keep the blanket covering her modesty. Spike took her hand in his but he didn't feel any grip back. The only sign she was still alive and aware being the painful look on her face followed by the occasional weak groan. "Fluttershy... please be strong. We need you to make it. All your friends love you so much."

"I've got it." Twilight said as she entered the room. "They would have injected her with their venom to subdue her before attacking. I can use a spell to remove it but it may take a while as it's a delicate process. After that we can-"

"The venom's already out." Spike said. "We can do whatever you have to next."

"It's... Spike that's not possible. Move aside and I'll begin the spell."

"No really, it's all out of her. I made sure of it before I brought her over." Twilight was looking at him curiously, trying to process what it was he was telling her. Using her magic she levitated the book aside and set it on the table, walking over to Fluttershy and looking at her neck.

"She was bit twice... by Celestia, they bit her twice. Why would they even do that?"

"Maybe it was... revenge? For what happened back at the capital?" Spike suggested, thinking that must have been their motivation. When he met Damselfly that was one of the first things she had brought up to him. How thanks to the Elements of Harmony their plan to take over the kingdom had been ruined.

"Maybe." Twilight said, putting a hand against Fluttershy's forehead and looking her face over. "We'll need to take her to a hospital then."

"Right, okay, I can carry her if you want or we can use magic if you think it's faster to-"

"But I have to know something. How did you get the venom out?" Twilight asked, her voice even and calm. Not a bit of the panic she'd shown earlier. Standing up and turning to look at Spike.

"I... uh... I had some help."

"Some help?" Twilight asked, her eyes narrowing. "You found someone that could use magic on the way here that was able to extract changeling venom from someone without harming them?" Her question was piercing and while it might have been easy to just have lied and say he sucked it out himself somehow Spike couldn't do it. Trying to navigate a lie with Twilight while their friend's life was on the line was more than he could manage after everything that happened tonight.

"No, I... it wasn't a magic user. Well it was but... it wasn't on the way. They just sucked the poison out of her." Spike fumbled, not making eye contact with her. Twilight approached him, standing over him now and looking down ever so seriously. "We were really lucky. She said that Fluttershy would have died if she hadn't been there."

"Oh, 'she' said that did she?" Twilight replied. "Spike, do you know what it takes to suck out a changeling's venom?"

"Um... a lot of painful effort from what I saw."

"It takes another changeling's fangs. If we'd had that day together to study them like you wanted I could have taught you that." Twilight answered, her arms crossed. Spike could feel a chill run down his spine, he'd never seen her like this before. Sure Twilight had been angry over things in the past, so upset it had him scared for her. But this was something different as she was staring right through him like he was made of glass. "What was this person's name that helped you?"

"..."

"Spike! What. Was. Her. Name?"

"Damselfly..." Spike whispered. "She... she helped us when no one else was there to. She saved Fluttershy's life." Twilight didn't reply, instead she held up her hand and produced a bright light of magic in her palm. Putting her other hand on Spikes cheek she pushed his head to the side and looked at his neck.

"No." Twilight whispered, seeing the healed marks from where Damselfly had bit him so long ago. Turning his head the opposite way Spike could feel tears forming in his eyes again as she saw the other healed wounds from the second time he'd visited her in the woods. "No... no no no... no!" She backed up from him suddenly as if he were dangerous to the touch. "Spike... you! You let one of them get to you!?"

"Twilight, it's not what it seems..."

"The marks! The marks on your neck. Spike, those marks on your neck. Did she bite you? Did that Damselfly changeling bite you!?"

"...yes." Spike revealed, feeling shame well up inside of him. Twilight took a step back to sit on the bed but missed it completely, falling to the floor as she looked at her beloved assistant in horror.

"You let them get to you. Let them get in your mind. You lied... you lied to me!"

"I never lied!" Spike protested. "I never lied I just... I didn't mention it because it wasn't important."

"Wasn't important? Wasn't important!?" Twilight shrieked, finding her strength again as she pulled herself to her feet. "You let one of those things feed on you and you didn't think it was important to keep that from me!?"

"She wasn't evil!" Spike shouted back. "She wasn't evil, she didn't hurt me. She saved Fluttershy!"

"Spike are you insane? That's what they do! They get into your mind, play tricks on you. Fool you into trusting them."

"She's not... she didn't. She saved Fluttershy..."

"What if she sent the others to attack Fluttershy in the first place!?" Twilight shouted and Spike trembled at the idea, never considering the entire thing might have been a ploy to fool him.

"No... no it couldn't... she wouldn't do that!"

"How long?" Twilight asked, putting her hands on his shoulders, holding him with a grip that felt stronger than he could ever break free from. His shame making him weak. "How long did you know about her?"

"I... I don't know? A month maybe? Maybe longer?"

"A month... maybe longer..." Twilight repeated, her hands leaving his shoulders as she walked away from him and back to look at Fluttershy. "All this time. For so long."

"Twilight she never did anything wrong. It was just me that she bit."

"I trusted you." Twilight said, tears running down her cheeks. "I loved you, I trusted you. More than anyone in my life. But you lied and... Spike you may have brought them all into our homes without us realizing."

"No that... that can't be."

"We could have stopped this before it happened. Fluttershy is like this because you didn't say anything!" Twilight shouted, her arms shaking as they were balled up into fists. "What do you have to say for yourself?"

"She helped me!" Spike spat back at her. "She helped me when none of you did, when none of you could or would help me!"

"What are you saying?" Twilight asked in desperation, trying to understand everything that had come of tonight.

"You were all using me! You and Rarity... I was like... your toy to play with. Because you knew no matter what I'd never talk. No matter what we did together I'd never say anything to Celestia or Luna or anyone else because I love you so much that I'd rather suffer than see anything bad happen to any of you!" Spike shouted, finally getting it off his chest. That despite the sex and the intimacy he always knew there was a reason they were with him and not someone else they could have a relationship with publicly. He was someone they could all use as much as it satisfied them and even if he was also using them in return for that physical enjoyment it never made any of it right. Because... "Anything for you, Twilight. Always for you. No matter what."

"Anything for me... except when it was convenient for you." Twilight replied. "You're right Spike, we've treated you wrong. I loved you with all my heart and I used you when I knew you wouldn't say no. But you lied to us all and now Fluttershy is paying the price for that sin." Twilight raised a hand and the door to her bedroom closed tight, the lock turning. "You can't be trusted." Her other hand raised and closed the window to her bedroom, locking it as well with her magic. "I can't let you roam free."

"Twilight I... I'd never do anything to hurt any one of my friends."

"Until I know which friends you're talking about, I can't take chances anymore with you Spike." Twilight placed a hand on Fluttershy and the two women disappeared in a flash of light as they were teleported away. Leaving Spike alone in the locked room. He walked towards the door and tried to turn the latch but found it was stuck in place. She truly meant to keep him locked up until she got back. Like some kind of dangerous animal. Or a monster.

Leaning with his back against the door Spike slid down to sit and looked at the floor. Realizing nothing was going to go back to being what it was before after this. "I guess... it's over now."

Rarity considered herself a patient woman. She often took time to make sure one of her works was crafted in a way that was just right. Would approach every task she intended with calm and clear intention so as not to rush through things. However when it wasn't her own actions she was waiting on but those of another her patience could run thin rather quickly. Sitting in her reading chair and wearing one of her more decorative and revealing dresses she had both her legs and her arms crossed as she was watching the clock and awaiting her date to arrive.

"Spike there's fashionably late and then there's keeping a girl waiting." Rarity grumbled. She still wanted this evening with him. To enjoy an actual date together where they could practice being a couple and getting to know each other on an intimate level that wasn't just physical. Not that she didn't intend for things to also get physical later but the build up was often even more sweet than the execution. Still having to wait this far past their intended time for their get together was starting to get insulting. "It's not like him to be late. I hope everything is alright."

Rarity doubted Twilight would have done anything to halt this evening. She was already aware of their date and according to Spike didn't mind that he intended to spend the night over with her. Whether that was completely honest of Twilight or not Rarity couldn't say but it was a step towards progress if she was letting him go like this so she could pursue her own romantic feelings elsewhere. If Spike kept her waiting much longer though she was about to warn him he'd have to look elsewhere too as Rarity wasn't going to accept being stood up. Even if it was by someone she loved. So the relief was overwhelming when there was a knock on her door. "Finally, that boy sure kept me in suspense." Getting up and walking to the door Rarity made sure her hair was in place and her dress wasn't wrinkled from her sitting. Despite being upset she still wanted to look her best when he saw her. However after opening the door there was a guest she didn't plan on. "Applejack?"

"Rarity!" The farmer said though heavy panting. "Ah... ah came... fast as ah could."

"Darling, what's the matter? Do you need to come in?"

"No time! Gotta git. Gotta git to the hospital." Applejack panted. "It's Fluttershy."

"Fluttershy!?" Rarity's previous annoyance was replaced by a panic.

"Twilight... sent word tah me. Ah already told Pinkie, she's gonna look fer Rainbow. We gotta git."

"Right, right! I just... there's no time!" Rarity decided, closing the door behind her. She figured if Spike wasn't here then he was probably with Twilight and Fluttershy. Taking her high heeled shoes off Rarity carried them as she jogged her best to keep up with Applejack. "What happened to her? Is she okay?"

"Twilight said she was attacked. Dunno what happened but she ain't awake." Applejack explained and the panic became an icy fear that gripped at Rarity's heart. "Didn't sound good, we're all waiting tah find out what the doctors say. Lookin' tah get back fast as ah can."

"Of course, let's go then!" Rarity agreed as the two women rushed through the streets to the hospital. Rarity earned a few glances with the outfit she was wearing as she passed by but didn't have time to think about it. More pressing matters at hand as she followed Applejack into the hospital and the two were directed to the waiting area. When they got there Twilight was sitting on some chairs with Pinkie who was leaning against her and fighting back tears that were threatening to spill out.

"Did they say anything?" Applejack asked when they arrived, Twilight looking up and Pinkie keeping her head down.

"Not yet." Twilight explained. "They've got her in intensive care right now and are doing what they can to treat her. The doctor said not to worry but... I don't know..." Twilight confessed, looking down now as well and hugging Pinkie a little harder. Applejack looked around the room for more people but aside from two other individuals that were in the hospital for their own reasons there was no one else.

"Where's Rainbow Dash?" Applejack asked.

"I couldn't find her." Pinkie explained. "I went to her house and looked everywhere else I could think she'd be but she wasn't anywhere to be found."

"I'm sure she'll turn up." Rarity stated confidently. "Once word gets to her that something happened she'll be here before any of us realize it.

"You're probably right." Pinkie said and wiped some tears from her eyes. "Sorry I just... I'm scared."

"We all are darling." Rarity assured her and placed a hand on her shoulder, Pinkie's hand raising up to give it a grip for the additional comfort it provided. Her eyes moved from Pinkie to Twilight who wasn't looking up at all. Just staring straight down at the floor without making eye contact with anyone around her. "Twilight? You were the one that brought Fluttershy in, correct?"

"Yes." She responded weakly.

"I... I need to talk to you. If it's okay?" Twilight didn't respond for a while but nodded her head eventually, giving Pinkie another big hug as she broke off from her and stood up. Applejack taking her seat to provide their pink haired friend with someone else to lean on for comfort. The two magic users walked away to speak in private while Applejack and Pinkie sat in wait for the doctor to return.

"Rarity sure is dressed pretty." Pinkie said as she leaned her head on Applejack's shoulder.

"Yeah, she was like that when I went to her place, dunno why though."

"Maybe she was going to go on a date tonight?" Pinkie asked, trying to think about anything other than the concern she had from somewhere else in the hospital.

"Maybe... can't say I've heard her talk about dating anyone lately. Bit out of character for her to keep a secret like that." Applejack pondered but didn't think on it too much. There were other pressing matters that demanded her attention.

Once Twilight and Rarity were out of eyesight and earshot of their friends they stopped to have a conversation where they were sure no one was around to overhear them as they spoke. "Spike never made it tonight." Rarity explained to Twilight.

"I know. He's at the library right now." Rarity looked at her in confusion. "I wasn't the one that found Fluttershy, it was Spike. He didn't say why he was over at her house but he brought her to me."

"Spike found her." Rarity pondered that, trying to understand why he'd have found her instead of Twilight. "Well I'm happy to know he's safe, but why isn't he here with you right now?"

"Rarity... Spike is... he..." Twilight struggled, put a hand to her head and sniffling as tears were threatening to come again.

"Darling, what is it!? Is he hurt?" Twilight shook her head. "Then... why?"

"He lied." Twilight managed to get out through the sobs she was fighting back. "He lied to us. To all of us."

"Lied? But Spike wouldn't lie to us."

"Fluttershy was attacked by changelings." Twilight explained and saw the shock in her friends face. "Two of them. They tried to kill her. She was in such bad shape when Spike brought her to me I wasn't sure if she-"

"Shh. None of that." Rarity said, somehow managing to keep her composure despite all of this. "We won't think that. Our friend is going to pull through because... she will." There wasn't any logic or reasoning behind it. Just hope in their love and Fluttershy's own strength. "I don't understand, what did Spike lie about?"

"He's been seeing a changeling." Twilight explained. "I don't know how long... he said a month. Maybe it was longer. Said she was his friend and that he trusted her." As Twilight explained it Rarity was trying to wrap her head around what Twilight was saying. Not able to put the words together in any way that made sense for her based on what she believed she knew of Spike.

"That can't... be the truth."

"He had bite marks on his neck." Twilight said gravely. "They were healed, on both sides. She bit him and must have done so a while ago."

"I don't understand this." Rarity said, hugging herself and trying to come to grips with what Twilight was telling her. "I don't understand."

"I don't know how or why, but he told me it was because of us. Because we used him. Because... because I used him." Twilight said unable to keep eye contact with Rarity anymore. "It was me, I drove him into the arms of a monster. I made this happen. If it wasn't for me being a... a freak that wanted someone who was like my own brother this wouldn't have happened. We wouldn't have lost him."

"Twilight, don't say things like-" Rarity began, reaching out to her but Twilight backed up away from her touch, her arms shrinking into her and holding her own shoulders tightly.

"I locked him in my room. We don't know what that thing did to him, it might be controlling his mind. This all could have been some plan for them to sneak into the town and take it over. I'm sorry Rarity. I'm so sorry." Twilight said and ran back to where her other friends were, unable to continue this conversation. After she had left Rarity stood silently trying to process everything she'd been told. That the man she'd been falling in love with not only was seeing someone else besides her but was going to a monster for comfort because of her and Twilight. Rarity touched her cheek and felt tears falling down her face.

"Oh Spike, please, for our sake let this all be some misunderstanding. Don't shatter my heart after I gave it to you. All our hearts." Despite her tears Rarity returned to her friends. Even if everything was very confusing right now they needed her most of all tonight. Fluttershy more than anyone.

Rainbow Dash had spent the better part of her night in the skies trying to make her head as clear as the air was around her. Gathering up her courage to face something she hadn't expected to tackle head on. It was tonight that Fluttershy had asked her to come by and visit and she'd been putting it off as much as possible to avoid having any sort of conversation about possible relationships with her friends. But didn't that make her a coward? Last thing Rainbow Dash ever wanted to feel like was someone too afraid to confront a situation but this wasn't like fighting a monster or performing daring maneuvers. Admitting she was terrible when it came to emotions and relationships was something she'd never say outright but even she wasn't so dense that she couldn't see it. Especially when it was right in front of her face.

Deciding that it couldn't be avoided forever Rainbow Dash made her way towards Fluttershy's home. She was expecting either her or both Fluttershy and Rarity to be present when she arrived and was strengthening her nerve to deal with whatever would come next. It was stupid that this was making her nervous at all and she didn't understand why her heart and mind were so conflicted on the subject of her two friends being in a romantic relationship. Rainbow Dash loved them both as some of the closest people in her life but that image of seeing them in bed together was burned into her brain. Each time she recalled it the nervousness returned and she didn't know how to deal with it or where the source of that uncertainty was coming from. So she had to confront it once and for all.

Flying downward and landing on the ground in front of Fluttershy's home her magical blue wings disappeared behind her back. Rainbow took in a deep breath and walked across the bridge to Fluttershy's place but stopped before she even got to the building. "That's weird... why is the door open?" Sometimes Fluttershy left her house open for the animals to come and go as they pleased but never at night as far as she knew. There was no sound coming from inside either, voices or movement. Approaching carefully Rainbow Dash opened the door further to look inside and take in what was before her.

The house looked like it had been exited quickly. She saw two plates set up at Fluttershy's dinner table with food in bowls on the counter tops in her kitchen. As if she'd been getting ready to make dinner for visitors. While that was odd enough the more shocking sight was the sign of shredded clothing laying on the ground next to two black puddles in the carpet. "What... what is this?" Rainbow moved to the shredded cloth and pulled it up, recognizing it as one of Fluttershy's dresses. There were tear marks all over it as if it had been ripped right off her body, her undergarments discarded on the floor along with them. Dropping the torn dress to the floor she knelt down to inspect the black stains on the ground.

"Is this blood?" She asked, making out traces of dark red among the black. Her fingers touched against it and felt it was still wet. Hands shaking as he stood back up and looked around for any sign of life, not able to comprehend what could have gone on in her friend's home. Though one sight stood out as there was a decorated box on the floor as well, the design she recognized from Sugar Cube Corner. Rainbow Dash picked it up and pulled at the ribbon around the box, opening it up to see the dessert inside. "Tiramisu Cheesecake..." Rarity's favorite. Something really weird was going on and she was having trouble putting it together. That's when she felt a tugging on her pant leg and looked down to see a black and white pair staring up at her. "You guys!"

Angel and the black imp creature were standing nearby, watching her as she put the cheesecake box on Fluttershy's table and knelt down again to talk to them. "Hey, what happened here? Did you guys see anything?" The imp and bunny nodded their heads. "Great! Listen I need to know if Fluttershy is in trouble." The two creatures exchanged a glance with each other and nodded again to Rainbow Dash. "Okay... Okay! Listen, do you know where she went? I need to find her right away. Rarity might be in trouble too." They looked at each other again and communicated in small squeaking noises. Rainbow Dash looking between them but not understanding a single chirp of what they were saying. "Guys I... I don't understand you when you talk! I'm sorry but if you can't tell me then I'll just have to go out on my own." She stood up again to leave but before she could the imp tugged at her leg again. "What is it? I can't just stay here."

The imp creature crawled up the table leg where Rainbow had set the dessert box and crawled to it. Using one of its sharp claws the imp cut out a plus symbol into the side of the package and pointed to it. "A... plus? Like math?" Rainbow Dash asked confused but the imp shook its head and pointed again. "A... cross... like a hospital! She's at the hospital!?" The imp nodded it's head and Rainbow Dash smiled brightly. "Gotcha, I'll head right over. Thank you guys so much!" Running out the door Rainbow's wings sprouted from her back and she took to the sky. On foot it would have taken a while to run the distance necessary to get to the hospital in time but with her wings Rainbow Dash was able to cut through the sky faster than anyone else could ever hope to keep pace with. When she spotted the building she needed her body flew straight down and angled forward to let her break off from her flight into a sprint right through the front doors.

"Nurse!" Rainbow Dash called out as she ran to the receptionist desk. "Nurse please, did a girl named Fluttershy come into here tonight?"

"Your friends are all waiting for you over that way, sweetie." The nurse explained kindly and Rainbow thanked her for the help, running to the waiting area where she came across her four friends all sitting together. When she came in they all got to their feet and embraced Rainbow Dash into a hug.

"Is she okay!?" Rainbow shouted. "Is she going to be okay!?"

"She's in there right now with the docs." Applejack explained as they broke off from their hug. "They ain't came back out yet since they took her in. We're all just waitin'.

"I'm not too late..." Rainbow Dash said through heavy breaths. Pinkie suddenly hugged her tightly nearly knocking the girl off her balance.

"Where were you!?" Pinkie asked. "I went to your house but you weren't there. I got scared when I couldn't find you." Rainbow gave her a hug in return and separated herself from the baker.

"I was out flying, I didn't have any idea what was going on until I stopped by Fluttershy's house. Angel and that little black monster thing were the ones that told me to come here." Rainbow Dash explained, looking around everyone. "Can someone explain what happened?" All eyes turned to Twilight who after the group hug had broke off was folding her arms tightly over her chest.

"I brought Fluttershy into the hospital. She was attacked by two changelings." Twilight explained and Rainbow's eyes widened with horror. "The changelings got away but the doctors said it was good I brought her in when I did. We're all just... just hoping for the best." Twilight choked up a little and turned away. "Sorry... I need to sit down." As the scholar left the huddle to return to her seat as the other girls stood in silence, no one able to say anything that could make them feel better about what was happening. Rainbow Dash noted that Applejack and Pinkie Pie were both in their normal clothing but Twilight was in her pajamas. Which seemed odd that she was dressed like that but found Fluttershy before any of the others. Also odd was Rarity who was dressed up in a gown that was much more flashy than anything she'd normally see her wear.

"I need to talk to you." Rainbow Dash declared and took Rarity by the wrist, pulling her away from the rest of the group. She looked back to the others who were all just as confused as herself. Once they were far enough away Rainbow Dash spun on her heels to face Rarity. "Where were you tonight?"

"Me?" Rarity asked in shock. "I... I was at home. Applejack came to my door to let me know about Fluttershy then I immediately came to the hospital."

"That a fact? Cause something doesn't add up." Rainbow began. "Everyone looks normal here except you and Twilight. Why is that?"

"Well, Twilight was resting for the night before she had to bring Fluttershy into the hospital. And I was... trying out a new dress." Rarity said, her eyes casting downward.

"Really? So you were just trying on some dress in your house by yourself and Twilight happened to be at Fluttershy's place in her PJ's to save the day?" Rainbow asked as her tone began to grow angrier.

"What are you insinuating?" Rarity asked in return, her eyes rising up and meeting her with equal amounts of aggression.

"I was there, Rarity. I saw her house. She had a set up for two people to have dinner tonight."

"I'm... not surprised. She was expecting company. Your company." Rarity replied.

"Yeah, but Fluttershy never mentioned anything about a dinner to me. Which means she was having it with someone else. Along with a Tiramisu Cheesecake from Sugar Cube Corner that was in a gift box. Your favorite dessert, Rarity."

"I... don't follow." Rarity said, trying to piece together what it was that Rainbow Dash was trying to say.

"There's no way Twilight just showed up at Fluttershy's place by herself. Someone had to go and get her. A person that was already there and left Fluttershy behind after she got attacked." Rainbow said through gritted teeth. "Rarity... did you leave her for those monsters to save yourself?"

"What!?" Rarity asked, raising a hand to slap Rainbow across the face before stopping herself. "How... how dare you!? Suggesting I'd let her be hurt to save myself. I'd sooner die than let anything harm Fluttershy!"

"Then how did Twilight get to Fluttershy tonight! Explain that to me!"

"Because Spike brought Fluttershy to her!" Rarity snapped back, both girls breathing hard from the emotions that were running through their bodies.

"I... that... doesn't make any sense. Why would he..."

"I don't know how he got to her house, but Spike was the one that carried Fluttershy to Twilight. Twilight used her magic to teleport Fluttershy the rest of the way."

"But... but then, why was there a dinner for two? Weren't you two together tonight?" Rainbow Dash asked, feeling her entire understanding of this night begin to crumble.

"I told you, I was at my home."

"Then that dessert... wasn't for you?"

"It might have been." Rarity said with a sigh and rubbed her eyes with her hands. She looked like she'd been crying a lot tonight and was trying to keep from doing it again. "It might have been for me, but Fluttershy wasn't the one that bought it."

"I can't follow this." Rainbow Dash said unable to keep her own tears from coming now. "I don't get what's going on."

"I wasn't never meant to be in Fluttershy's house tonight. You were." Rarity explained.

"But, the dinner settings and the dessert and that dress you're wearing it's... isn't it because you two are together?"

"For goodness sake I can't keep this secret any longer, especially now. Rainbow Dash, Fluttershy is in love with you." Rarity said which stopped Rainbow in her tracks, her mouth opening but unable to speak. "The dinner she set up, inviting you over. It didn't have anything to do with me. Fluttershy is simply my beloved friend, just like you. You were the one she wanted to spend her evening with."

"Me?" Rainbow Dash asked again, completely shocked by this revelation.

"Yes, you. I promised to keep it a secret but I couldn't let it go on like this any longer. You were the one she was waiting for tonight." Rarity said as she turned to leave, though Rainbow Dash had one more question.

"Then why are you dressed like that?"

"I... will explain it tomorrow." Rarity said and left Rainbow alone to return to the others. Rainbow Dash leaning against the wall of the hospital and slumping down to the floor as she put her head in her hands.

"It was me... she was waiting for me." She repeated to herself. "She was waiting for me and I didn't show up because I was scared and now... and now... she's like this because I didn't show up in time. It's all my fault."