Thorax laid easily upon his great, stone bed; the object, though not cushioned as pony furniture was, was comfortable for a changeling like him. The day had come and gone. His guests were well-set and prepared for the festivities that would begin as soon as the first ray of morning light struck the land. Everything seemed fine. Even his mind told him nothing was wrong.

Except, there was still one problem.

Thorax could not fall sleep.

No matter how much he tossed and turned upon his bed of stone, he simply could not fall asleep. His mind was far too busy racing back to earlier in the day. To one event that kept him awake and restless as it did. They were there for only a few dozen minutes, and he had already stumbled into one of his prime guests of honor. Yes, he knew the collision itself with Twilight Sparkle was an extremely minor in its form, minor enough for him to forget as the day went on. But as he was getting ready to fall asleep it came back to him like something utterly vengeful.

Were Chrysalis still queen and he to have still been but a drone, a whole different story would have played out. If he had the rotten luck to do that to one like her, the consequences would have been most dire. And with Twilight... a little piece of him expected a similar reaction to his blunder. And yet, in spite of it, she forgave him with nothing short of ease. Her startlingly calm and simple response was the image he kept going back to, again and again.

And in that one image, she looked so... lovely to Thorax, for lack of a better term. Her bookish, organized, and forgiving personality was one he found himself floating toward like a moth to a flame. That cheerful grin, that naturally observant and astute posture, that soft, velvety flank he had traipsed into...

Thorax closed his eyes and placed his hooves on either side of his head, shaking it to and fro until he rid himself of the sultry image. Sure, Twilight was a pony, but even being a changeling as he was, Thorax could see that she was an attractive mare. If there was anything about her that brought forth this queer sensation it was the ever-inquisitive sparkling he saw in her eye that warmed his heart every time she approached him with a question. And he was always more than happy to answer her.

Biting his lip, Thorax froze upon that idea. He could feel a peculiar warmth building up within his chest just picturing it. A warmth that left his heart beating harder than before, and his very soul drifting free within the brittle frame that was his body. But why?

The first being he had ever befriended was Spike, back when he was but a misfit drone who had left his hive and wandered northward to the Crystal Empire on his own admission. Spike, who saw through the image of him being a love-stealing monster his kind were oft depicted as (and for good reasons at the time), and whom later convinced the crystal ponies to trust in his judgement on Thorax's innocence. Twilight, present for it, was the first pony to accept him as Spike had. Upon hearing her assistant's explanation, Twilight did not even hesitate to step forward and personally extend her own hoof of friendship to him. And with those two's treasured words backing him, he was officially welcomed into the Empire by everyone else.

Had it not been for Spike, he would have never known about friendship. Had it not been for the machinations of both him and Twilight, he might never have become the king he was now. Friendship had aided him in achieving his destiny far more than he ever thought possible. And, perhaps... he wished it to be something more than just friendship with Twilight.

But how could she see him, a changeling - the king of changelings or otherwise - as anything more than just a friend? As someone worthy of her full attention and desire, like how he pictured her? The very idea sounded like a pipe dream. A silly thought. A silly, immature, and highly improper thought - nothing more. Thorax let out a sigh, knowing the futility of such a hope and how it would never come to pass.

Rolling over and attempting to get his focus back on the celebrations of his hive, Thorax could at last feel his weary mind dozing off. With a few deep breaths, he finally fell asleep a few moments later, entering a still, dreamless state.

As the late morning sun glimmered through the holed lining the changeling hive's walls, Trixie had only just begun to eat her breakfast. Sitting upon a smooth, stool-like rock, she poked and prodded at the small stack of what she was told were pancakes sitting on a plate before her with a fork, soon carving off a piece and eating it. She would've known right off what they were, had they not all born such odd and poofy shapes. They tasted good enough to her, though.

Only Starlight and herself currently sat here. Whole some had stayed to do their normal jobs and get the decorations ready, most of the changelings had all gone off to participate in the activities scheduled for the first day, and along with them went Thorax, Twilight and Spike. Trixie and Starlight planned to go as well, but each of them wanted a decent meal first. Starlight, who had long since finished her own breakfast, patiently waited for her companion to finish.

"So, Starlight," Trixie spoke up after swallowing her latest mouthful, gaining her friend's attention. "What's the whole story on this 'Gourd Fest' thing again? I just want a refresher on what we were told last night. Just to make sure my memory's clear."

Humming at this and tapping on her chin with a hoof, Starlight thought back to Thorax's exact words before coming up with her answer. "On the first day of the Gourd Fest, all available changelings are supposed to go out into the forest neighboring the kingdom and search for a... 'wyvern gourd'," she began to reply. "The second day is when work on the gourd is done in private, and the third day is when the gourd is presented to one or more of their friends or family they hold favor toward."

"Hrm. It'll be a most interesting adventure, I presume," Trixie said, exhaling a loud, yawning sigh as she finished . "You know, to go find a gourd."

"I'll say... Thorax told us how rare they are to find in these parts," Starlight agreed. As she spoke, a changeling drone of an amber coloration, who came by twice now to check on the guests, entered the room once more. As soon as he saw Starlight's empty platter and silverware he trotted over to collect them and bring them away to be washed. Unperturbed by his presence, Starlight continued, "I just hope we don't get caught out there for too long."

"Caught out in the forest for too long? Oh, you should definitely hope that does not happen," the changeling suddenly spoke up, intrigued by what little of the conversation he heard. He stopped and gave both the ponies a wary glare. "You had best keep your eyes peeled for any... dangerous creatures."

Trixie, putting down her fork, gave the drone an odd look. "What kind of creatures?" she asked him.

"Lots," was what he said next. "There's owlbears, there's goblins, there's trolls, and there's skiurids, for a start. And then there's the worms. This forest has many varieties of worms. Paleworms, tatzlwurms, and of course... ugh, velvet worms."

"Velvet worms?" Trixie questioned, her head tilting. "What's a velvet worm? That doesn't seem so bad. Why do you sound so disgusted by it?"

"It shoots gooey snot at you to immobilize you, and then calmly crawls up to you and delivers a venomous bite," was the changeling's answer, sounding much more theatrically grim than before. "And that's before getting into the details on how it slowly, slowly eats you, taking its sweet, sweet time throughout it all. While you're still alive."

"O-oh," was Trixie's response, her eyes widened as she pictured such a gruesome sight. "Ew..."

She was brought out of it a few seconds later when the drone delivered a playful pat onto her shoulder. "Relax, I'm just kidding about the velvet worms."

"Oh, thank Celestia..." sighed Trixie, putting a hoof to her chest while Starlight Glimmer, who knew the truth behind the 'monster' the changeling was describing, held in a genuine snicker. "So, they don't exist?"

"No, of course they exist. And they do all I just told you they did," said he, shifting the dishes around to a more comfortable grip in his hooves. "They're just small - no bigger than most caterpillars. Gotcha, didn't I? Tee-hehehee!"

A pout formed on Trixie's face as the changeling departed, and it only grew more noticeable when she heard Starlight let out a small laugh. It was clearly more good-natured than mocking, but Trixie disliked it all the same. "What're you laughing at?" she asked, grumpily.

"You," Starlight giggled back.

Thorax joined Spike when he set off with most of the drones. Even as the other changelings split up to cover more ground, Thorax accompanied the young dragon. And through it all, his brain could not rid itself of his clumsy memory with Twilight, which had returned no sooner than he had awoken. He was so preoccupied with it that he failed to realize that he and his friend had stumbled across one gourd, and that Spike had already cut it free from its vine.

"Check this baby out," he said, no small amount of pride in his tone. The gourd Spike had found was a particularly large specimen. It had a big, round body, which slightly thinned out near where its freshly-severed vine rested at the tip. Its surface, like all wyvern gourds, was dark green and covered in small, wart-like bumps.

Spike's brow lifted when he realized Thorax didn't respond. "Thorax?" he questioned. "Are you okay?"

"Yeah, yeah, that's great..." he sighed, clearly not all that focused on the conversation at hoof. Blinking upon realizing the question Spike was asking, Thorax shook his head and sent his full attention back onto his best friend. "Oh! Sorry about that," he apologized. "I was just thinking about some things."

"That's okay," Spike said. "But anyway, what do you think of this?"

"Ooh... It's bigger than most I've seen," he complimented, gazing upon the gourd. "It'll take time to carve it the way you like. And there's got to be tons of seeds within it."

As Thorax finished his observation, Spike grew curious over his friend's lack of focus for most of the morning. "When you said you were thinking... is it because there's something on your mind?" he inquired next, politely. The changeling king, unable to keep himself from hiding the truth from his best friend, decided to reluctantly answer.

"It's Twilight," he revealed. "I can't... stop thinking about her." To this, Spike's eyes widened in further interest.

"You're thinking of Twilight?" he asked. "Why?"

"I... don't know," he murmured, looking away to the rest of the green woodland surrounding them. "I... bumped into her last night. Of course, I apologized to her for it, and she herself stated that she was perfectly fine. And yet, I can't get the image of it out of my head. I don't even know if I feel embarrassment over it, or something else."

Spike blinked once as Thorax finished, feeling like he was hearing a joke of some kind and expecting him to deliver the punchline to it. However, when no punchline came, the young dragon was quick to come to the realization that Thorax was being serious on this matter. "That's it?" he nearly chuckled stepping closer to him. "That's what's been distracting you all morning?"

"Yeah," the changeling admitted, his head drooping a small ways. "And I have no idea why."

"Ah, don't beat yourself up over it," reassured spike, shifting his gourd into one hand so he could pat Thorax on the shoulder in a comforting gesture. "If you're just worrying about Twilight still holding anything toward you for it, then don't worry. She's one of the most forgiving ponies you'll ever meet. I should know; I've had more than one mess-up as her assistant."

"I'll trust anything you say, Spike," Thorax responded.

"I'm just glad it wasn't anything super horrible. Now, to bring this back to the hive." Spike held up his gourd again, and as he did that, an idea hit Thorax. It was so striking that he could not help but voice it then and there.

"Um... Spike, would it be okay with you if I went to go check on Twilight?" he asked his dear friend. "I think she might have... a few more questions in need of answering."

"If that's what you think she needs, then sure, I guess," he replied. He smiled again as he looked over his prize, turning it about in his purple, clawed hands, already thinking of the designs he would carve into it. "When you see her, can you tell her I found my own gourd? I don't want her to go the extra length and try to find one for me. Celestia knows she would do that."

"Alright," Thorax agreed. He extended his insectile wings and they began to flitter. "See you later, Spike."

"And I'll see you. Good luck talking to her!" wished Spike. He waved to Thorax as he saw him fly off into the sky above the forest, hoping for the best.

Throughout her venture through the great forest, Twilight followed and observed several drones go about and collect their wyvern gourds (with their permission, of course). She jotted her notes down upon the page of a book she brought along and kept safe within a saddlebag, and was feeling immensely pleased with herself over these findings. When it was clear that she had all she required from them, she decided it was appropriate to go find her own gourd, and so traveled out into the depths of the forest by herself.

She was quite aware of what dangerous creatures had the chance to be lurking within it, but with her magic and knowledge on how to potentially deal with them, worry was the last thing to bug her. And while her guard was up, things were fairly tranquil for her in that time. But through her search so far, no wyvern gourds came by her.

She was walking through a rather thick patch of the woods, her observant eyes cast everywhere, when a peculiar noise was picked up by her ears. The sound was like that of a distinct rustling of leaves, but what set Twilight on guard was the fact that there was no wind going about at the moment. For a good minute she looked over her surroundings, attempting to find anything worth investigating. Lo and behold, she found something indeed.

What she saw, sticking up from the bush, were a pair of antlers. Yes, definitely antlers. Or should she say... antler-like mandibles. Realizing who it was in that one instant, Twilight moved toward the bush at a slow pace, eventually stopping in front of it.

"Thorax? Is that you?" she queried to it, and whoever it truly was hiding within it. The mandibles seemed to shudder for a second before the light lime-green, horned head which they were attached to emerged, revealing, quite correctly, who it was.

His cranium emerging further from the bush, the expression Thorax gave Twilight was nothing short of nervous. "How did... how did you know I was here?" he asked sheepishly.

"Your mandibles were sticking out," Twilight bluntly replied, pointing to them. "They didn't really resemble branches, so..."

Feeling thoroughly embarrassed, Thorax let out a defeated puff of air. With it, he left the large shrub, brushing off whatever sort of twigs and leaves stuck to his chitinous hide. "Sorry for... spying on you like that. I didn't... know how to come up to you. The forest is dangerous, so I didn't want you to think you were being ambushed by something."

Twilight smirked at this, appearing more amused than anything. "I'd rather have an explanation for why you're doing it than an apology."

His ears flatting against his skull, the changeling king lowered his head. He let out a stale, saddened breath before looking back up the princess. "Twilight, this might sound a little odd, but I... I still feel bad about last night. I just wanted to come over here and see if you were stewing over it."

"Over what?" she asked, unknowing as to what he was talking about.

"Me bumping into you."

Twilight's brow furrowed, as though confused. The memory did come to her, but when it did, she could hardly keep herself from feeling nothing short of disbelief. "You still feel bad? About that?" her words left her mouth in a most surprised way. "Thorax, you do know just how little of an inconvenience that was, right?"

"Well, I think it deserves to be mentioned," he went on. "You're a princess. A princess who happens to be one of my guests of honor here! You deserve more than to have my clumsiness be included in your stay."

Twilight, keeping her easy visage, chuckled lightly after he finished. "Thorax, my friends and I go on adventures of varying degrees of danger all the time. To equate you bumping into me with the countless, perilous encounters I've had would rank pretty low on the meter. I had pretty much forgotten it until you brought it up."

As she spoke, Thorax only felt more abashed. While his attention was on her, he turned his gaze to the treeline, trying as best he could to keep his cheeks from flushing in humiliation for holding onto such a small moment in such a negative way. "I must sound pretty dumb right now, huh?"

"Politeness isn't dumb," Twilight retorted. "If anything, I think it's kind of... sweet. To know just how much you care about me. Er... us."

A small blush forming on his cheeks in spite of his efforts to keep it from happening, Thorax seemed to feel a tremendous weight lift from his chest. He inhaled and exhaled a deep breath of the fresh air. "Thanks, Twilight."

She grinned back at him and nodded. "Now, I've just got to find myself a wyvern gourd." A more serious visage came over her face no sooner had she said that. "And you were not kidding. Those other changelings I was with found theirs pretty fast, but it's taking me ages."

"Hey!" His face lighting up like a candle, Thorax crafted together an idea from Twilight's words. "While we're together, want to find them as a team? I was looking for some with Spike for most of the morning, but he already found his. I'm still trying to look for as many as I can take back to the hive for myself and the changelings who couldn't forage for themselves."

"Hmm..." Twilight hummed and placed a hoof to her mouth before deciding to agree. "That sounds like a most excellent plan, Thorax," she complimented. "Shall we?"

Thorax failed to hide a smile. "Let's."

And so, with those words, the alicorn princess and the changeling king marched together into the bowels of the wilderness. They trekked through it at a swift pace, looking everywhere they went for wyvern gourds to procure. Thorax, thinking Twilight would appreciate some knowledge of the changeling lands, couldn't help but point out several key parts of the forest they went through. Hearing him as clear as the day, Twilight would ask questions of her own on the subject matter, occasionally jotting down notes into her book if she deemed them important enough.

Their small chats were eventually halted, for soon they came across a clearing. Peaking through the trees, the most noticeable part of the glade they could see was a large, steep-sided hill at its center, which seemed to emerge from the ground like a protruding, grass-covered hump of sorts.

And there, perched atop its pointed summit like something positively grand, was the unmistakable shape of a large wyvern gourd. It had a thin appearance to go along with its wart-covered, greenish form, but its length and girth were both great. As was the stem it was attached to.

The second he witnessed it, Thorax nearly jumped with joy. "I see one!" he spoke aloud, pointing to it. His wings beating fast enough to leave a loud buzzing in his wake, he flew from the ground to the hill's apex and began looking over the prize. With her own feathered wings going to work, Twilight wasn't far behind him. But by the time she got to his position, she sensed something quite awry.

"Wait a second..." she hesitated, stopping where she was in the air. "A lone, rare plant situated by itself atop a large hill... This seems a little familiar."

"Familiar?" Thorax questioned, his hooves wrapping around the stem and horn slowly glowing in preparation to cut it and free the fruit. "In what way?"

"I'm... not sure," she replied. As she puckered her lips and tried to think back to what tickled her brain as it did, Thorax sent his horn downward in a slicing motion, but reeled it back when it impacted against what he felt as something too hard to cut. To her surprise, and his, the stem looked perfectly fine.

"Huh," he grunted, stopping for a moment to survey the situation. "This stem's a little tougher than most. I might have to pull it out."

"Need help?" Twilight offered, dismissing her prior thought as being nothing more than a bout of random paranoia. After observing Thorax nod, she landed upon the grassy top of the hill, lit her horn up and telekinetically grabbed ahold of the vine alongside him. Together, with their combined magic strong and fortitude, they pulled at the vine as hard as they could in the hopes of wrenching it free of the soil. Still it failed to budge. For a second, the effort seemed futile. Until...

Plonk!

With that one noise, the vine, and a large circle of the earth it was connected to, was pulled out. Nearly falling back in recoil, Twilight and Thorax caught themselves in time and regained their full footing. First looking to the gourd with a shared triumphant expression, both of their views eventually went to the hole had been created in the hill's surface.

It looked deep dark, as though the inside of the hill was entirely hollow. Letting Thorax take full hold of the gourd, Twilight moved toward the opening and peered inside it. Her eyes widened to the size of dinner plates when she caught a faint trace of movement in the near-lightless abyss. Then the ground she stood on tremble from something like an earthquake, and even while in flight, Thorax could, too.

And in that one, breathless moment, Twilight remembered why it was that this all seemed oh-so familiar.

Twilight pushed off from the ground she stood upon and leapt back, just as the hole, but a small thing originally, broke further apart as a beast of a magnificent size sent itself through. The great creature which had done the deed, a giant, purple-and-pink worm in appearance, opened its three-jawed mouth wide like a blooming flower and unleashed a screaming roar that tore through the warm air with all the subtlety of a knife drawing itself over the chalkboard of a once-silent classroom. The sheer shock of it made Thorax drop the gourd, which fell from his hooves to the ground far below, forgotten.

"Tatzlwurm!" Thorax and Twilight both shouted at once. Turning about in the air, the worm spotted Twilight first, and hunger for a delicious meal took over its mind. Without a simple moment of hesitation, a trio of tentacle-like extemities flew from its mouth and grabbed her in their coils, wrapping around her limbs and body as she could only yell out her fear.

"Twilight!" cried Thorax, extending a hoof futily in her direction. Too late he was, for the horrid serpent had by that point lifted its prey high into the air, trying with all its might to pull the struggling princess into its vile gullet. This image racing through his mind as he saw it unfold before him, Thorax could feel his terror turn to rage. White-hot rage.

"Get your slimy tentacles off of her!" he roared, his teeth bared and horn set aglow. Flying right up to its hideous head as it thrashed about without even a shred of care for his own safety, Thorax struck out at its maw. With ease comparable to a hot knife slicing through butter, his magic and horn cleaved clean through the base of the three tentacles holding onto Twilight.

The creature cried out with a horrendous noise, causing Thorax's ears to ring from the high pitch. Limply, the remains of the slick, dark appendages once gripped so tightly around her fell from Twilight's body, headed for the floor of the glade. Free, Twilight flew off and away as the worm recovered from the attack. Shifting its view angrily to the one who had done the deed, the tatzlwurm shot its open jaws at him like a flash of lighting, snapping him up in it before he could even think to escape after getting so close to it.

Twilight saw the whole thing occur with horror. "Thorax!" she shouted his way. With fear shining in her eyes and her wings propelling her through the air in a single, powerful stroke, she sped back in the monster's direction. But the tatzlwurm, its mouth clamped shut, was already beginning to pull itself back into its hole. Her brow arching in fury, Twilight knew she could not let it escape.

"Oh no you don't!" she boomed defiantly, racing to the tatzlwurm's giant, bulbous, retreating head. Her horn pointed forward, she blasted forth a purple beam of honed magic before it could escape back into its burrow with the changeling it had nabbed. With flawless accuracy the beam struck the great worm directly in its beady, black right eye, searing it badly enough to cause it to open its mouth once more and emit an agonized shriek. As soon as its powerful jaws split open, Twilight could see, with no short amount of relief, the shape of Thorax resting within, struggling against the beast's might.

Now free, if only just enough to move his limbs, the first thing Thorax did was send his forehooves to the saliva-strewn roof of the tatzlwurm's mouth. Using all of his strength, he held both the roof and the two other jaws back from shutting once more, grunting and puffing with his effort. It seemed like he was about to give out when a purple streak brushed by directly in front of him, grabbed ahold of one of his legs, and tore him out of the monster's maw. It took him not one second to realize that it was Twilight, even as he sailed on her hoof through the air behind her.

"Holy-! Thanks for that!" he said after becoming airborne himself, letting go of the princess' hoof and flying beside her. Twilight gave off a glad expression of her own, only to swiftly lose it after taking a chance look downward.

"Don't thank me yet..." she uneasily spoke. Looking down with her, Thorax saw, with horror, the tatzlwurm flinging itself from its hole altogether. It soared through the air like a terrible missile far too fast to avoid, determined to make one last dogged attempt at getting itself a fresh meal.

Before he could think of what to do next, Thorax felt Twilight suddenly 'tackle' him, wrapping her hooves around his body in a hug of sorts the moment she impacted against his chitinous body. Her horn let out a fizzing noise, and she cast the only spell she could think of in this most dire situation. As Thorax could only watch with widened eyes, a giant, pink bubble of magic enveloped them both, shielding them from whatever form of danger that was heading their way.

That danger was soon upon them. Seeing the bubble clearly and realizing that it was too big to wrap its horrid mouth around, the tatzlwurm decided to arch its head forward and sent its tail at them instead. With zero resistance to impede its attack, the great worm slammed its rearmost appendage into the bubble that covered its prey. The sheer force of it knocked the pair within loose and about, and the bubble itself went spinning off into the horizon.

With its prey nothing more than a speck in the sky now, the worm landed neatly back in its hole. It sluggishly looked back out and saw what had become of them, anger and disappointment ringing supremely within its head at the split-second decision it made during the climax of the ascent.

Knowing it had completely lost its chance to find something far better to eat than the stuff below the surface where it made its home, the tatzlwurm retreated back underground, emitting a sore growl the whole while.