I do not own My Little Pony: Friendship is Magic

Twilight was utterly shocked, confused and possibly even more scared than before. It was something she wasn't sure how to react to, or know how to handle it. It happened so quickly too, so fast and without warning.

Masquerade stood before her calmly and patiently, resigning himself for her judgment as to what he had reviled to her. By all rights, he has broken nearly all the big rules by doing this calculated risk, and knew the reproductions of this would have horrendous results. That was why he was not going to say a thing to anypony else, unless the situation calls for it.

"Y-you…" Twilight tried to choke out from her shock before shouting, "W-what are you!" Her mind was in a sudden disarray, even more so then the time she was surrounded by Discords chaos and friends turned enemy. What is going on! She panicked in thought, trying to figure out what to do as she sat their shaking.

He knew this would happen, but also knew she was in shock. He remember seeing her do this as a Filly more then once. First comes confusion, fallowed up by denial, then some hysterics and hyperventilating. Right now, he needed to give her something to grab onto and stabilize her mind.

With a stomp of his black hoof and drawing her attention to his now seemingly imposing from as he stood, he stated, "I am Masquerade." Training his cat like green eyes to her, he said "And I am the second heir to the Changeling Clan Malek, Master of the Cloak arts." Then kneeled before her, "And submit to your judgment."

Slowly, Twilights rapid breaths slowed down at the sight of the once imposing being before her, now kneeling in submission. She took in the new insect like form that had black chitin that took in all light and help hide him in the shadows in her room. His hooves that were once whole, were now riddled with holes and jagged edges. His horn was still in place, but like his hooves, it had holes and was even more jagged and sharp like a misshaped dagger. On his back was a green shell with a blue tint and two gossamer wings also riddled with holes. The mane and tail remained the same color shape, but now had holes all over, and the eyes shined the same neon green color, if not glowed it now. She could even see two fangs peek out from his mouth, giving an even menacing look.

Just moments ago, Twilight was waiting for Masquerade to give his answer on what the big secret was, and apparently decided to cast his lot on her. She was expecting him to tell her about a possible crime cercal, an assassination attempt or even a clan war breaking out. Instead, she watched him stand up and look at her with resolve and saw his eyes suddenly flash a glowing green before being enveloped in green fire she saw when she was a Filly. That was when she saw the new body of a creature unlike any she had ever seen. Something that was saying was Masquerade, and had his voice even, if not slightly distorted by a reverberating buzz. But was it really?

She looked down at the…Changeling, and spoke in a slightly quivering voice, "Is that really you Mask?" Unsure if she could believe his words. Looking up with his cat eyes, she could see him. Looking through those eyes, no matter the shape, she could see Masquerade their.

"Please trust me Twilight 'Twinkle' Sparkle." His voice hummed in its unique insect like way, "It is still me, no matter the mask I use."

Letting herself calm down some and take in what he said, she asked, "Mask, just what are you?" And circled him cautiously as he got up to his hooves and out of his kneeling.

"I'm Changeling, a creature that is capable of a number of things." He told her, tasting her mixture of emotions that had began to slowly calm down. "But it's our natural need and power that makes us afraid to show ourselves."

Coming in front of him she asked, "What would that be?" And jumped back as the same green fire rushed from hoof to horn in nearly a blink of the eye. The Unicorn was then left speechless again, and even confused as she looked…well, at herself.

"We need emotions to leach from." Her doppelganger said in her lecture voice, using green magic to get a quill and a scroll, "But are drawn greatly to love, as it is filling, strengthening and overall greatest of all the other emotions." And mimic her by talking and pace her room while writing down what he/she said.

"Changelings also have the power of shape sifting, and can take on the physical aspect of seen individuals. But the skill's to use, magic strength and spell only target knows, are not gained." Looking at Twilight she asked, "Keeping up so far?"

The original only gapped at the sight before her while the double smirked and changed back into his Pony form, "Sorry Twinkles, I could not pass that opportunity up." And passed the scroll to her, "Now comes the question as to what you'll do?"

She shook her head to get out of her surprise and asked, "What I will do?" And looked down at the neatly made letter before her that was made surprisingly well forged. Even made those small curls and the end of each word.

"Are you going to send that letter and expose me to Celestia," He said, "Or, are you willing to trust a shape shifting actor that your still unsure to trust?"

She looked at him once more surprised and watched as he walked passed her, "It's your choice." And opened the door to his cousins, that were more then likely, Changelings to if she had to guess, "My life, and my relatives lives in turn, are in your hooves Twilight. No matter the choice, change will occur because I decided not to fallow the code set on me." Shutting the door and walking down the stairs.

Twilight sat there in thought as to what had just occurred. She had asked him to trust her, to be willing to let her as a friends to help. Now, she was stuck with going through helping Masquerade as a friend like she said she would… Or turn him in with the letter she had.

Looking down at it she read.

Dear Princess Celestia

I have come to the knowledge of a race I had not read about before that are capable of changing form and infiltrating our society. They have infiltrated a number of our lives, as construction workers and even inventers of new spells.

According to who I got the information from, they are called Changelings, and I had watch as one turned into me and mimicked my actions and voice!

I'm hoping you take action as soon as possible, as the only group I know of that can possibly be tracked is known as the Gem Clan. Two of it's members are in my Library now, if you hurry, I might be able to detain them for a while longer, with the one that has acted in my place for a time.

Your faithful student: Twilight Sparkle

She continued to stare down at the scroll and its contents thinking, He had just signed his death warrant and gave it to his executer…metaphorically speaking.

She also felt trapped, as Masquerade had just dumped a lot on her today, and has no time to recover from it. Her first instinct was to send the letter away as soon as Spike got home. The letter was right, and who knows how many Changelings have infiltrated her own country without their notice!

But, at the same time she could not just revel him on the spot and jump to conclusions. What if he was telling the truth, and he was Masquerade, just hiding as a Pony for…some reason she didn't know. Was it faked, or did he see her as a friend?

Oh, this is so confusing! she growled and covered her head with both hooves.

Send the letter and possibly lose somepony she really did care about and risked telling her secrets he wasn't really suppose to tell. Or don't send it, and chance a possible backstab form who she thought was her old foalhood friend and maybe watch as Eqestira get overrun with Changelings! She didn't know if there was an invasion, but it still comes to mind no matter what she tried to think.

"Of all the things." She groaned with indecision.

Down the stairs during all of this, both Gem sisters laid next to the other, still scanning over the book Twilight suggested to them earlier. Do you think everything will be well? Ebony's thoughts echoed out to her sister, I'm certain things will work out. This is Cousin Masquerade, Ivory thought with certainty.

Ebony wasn't as sure as her sister though, But this is a Pony we speak on. Surely she will not understand. Ivory pondered on that and knew it was true, Ponies did have a tendency to panic at new things, but argued; And of those that have accepted us?

The Ponies that have accepted us do not know the full truth, Ebony shoot back, they do not know what is hidden under sheep's clothing. Ivory had to give her sister that one, no Changeling in their right mind would reveal themselves from risk alone.

Any further conversation they had with their thoughts were stopped as hoof clops signaled the arrival of another. Taking into account that it was harder to feel any emotions, it had to be Masquerade. Looking up the steps and finding their cousin making his way to them, they both sat up and waited to hear the results.

Covering the book in green magic, the faux Unicorn lifted the book and put it on a nearby table before sitting before the twins and saying, "She knows."

For a moment, both Ivory and Ebony felt their hearts stop from that declaration. Looking at the other and quick-firing a few thoughts they said at once, "You told her what exactly?"

Looking at their eyes, all he gave was a flash of his normally glowing cat eyes to tell them what they needed. It is normally harder for Changelings to feel other Changelings emotions due to their need to feed on it, but in this case, Masquerade could feel their alarmed fears.

"How can you do something so reckless!" Ivory shouted at her Malek cousin, "Do you have any idea what you put at stake here?" And shortly found herself nose to nose with the black Unicorn who looked back calmly.

Joining her sisters side Ebony nodded, "I have to agree with sister on this, your putting yourself at great risk by doing this." And gently pulled her sister back, "How much does Twilight Sparkle know?"

Looking through her sisters minds eye, she could see a look in Masquerades eyes, one she nor her sister seen before. Turning back to him, both Ebony and Ivory watched their Malek cousin shrug and say, "I told her what I was, some basic history of how the Clans came to be, the bad blood of Veron and Malek and how we Changelings need love and emotion to live." For a good while the room remained silent before he added as an after thought, "Oh, and she knows we can shape shift into any living thing we see."

Both faux Pegasi had their mouths gapping open at what he told them before Ebony asked, "Did you fallow through with…you know?" And rolled a hoof forwards as if to ask the question.

"No." He shook his head, "I didn't contain her." And calmly lit his horn, catching both sisters that had gone to tackle him. They hung there before him and shouting randomly, "You did WHAT!" "This can not be done!" "It goes against all rule and conduct!" "This endangers us all!"

"It needs to be done!" Masquerade rose his more deeper voice over the other two and silencing them both, "How else will we be recognized as another race, seen as friend, by deceiving and brainwashing them?"

Both remained silent from his commanding voice, briefly reminding them of his heritage and what it brought. The other clans sometimes found themselves hard pressed to not listen to a Malek because of there strong voice that seemed to demand their ear. And both white and black Pegasi knew this Malek rarely used such a voice on others, unless the time called for it.

"What will you do?" Ebony asked quietly, feeling somewhat shaken from the sound of his voice. Ivory nodded with her sister, "If you don't plan to cocoon her, then what will stop her from telling others?"

Placing them down and making his way to the window, Masquerade peered out at the now setting sun and thought of his next move. Turning back to them he said, "It's what I'm hoping for." To the twins confusion he told, "Twilight has sway of those that live here, I know quite well."

Looking back out the window he further explained, "If we can show her that we as a whole, can be trusted and seen for what we truly are, then it will spread." Masquerade tracked a number of Ponies walk about and head inside for the night that was slowly approaching, and close shops to go home. "At the very least, we will need both the Gem and Lue Clans help in creating both peace and understanding between both Changeling and Pony."

"But what of Twilight?" Ivory pressed on, "And what of this we, your talking about Cousin Masquerade?" Ebony questioned too, not understanding why he was including them into this plan he pull form no where.

Pointing to Ebony first he said, "Second question: I'm saying we, because I'm going to need your help." Putting a hoof to his chest he told, "I'm a second heir to the Malek Clan, so I somewhat represent them." Seeing their eyes widen at seeing where he was going he continued, "Being second heirs to the Gem Clan, you would in turn…" And dragged on.

"Represent them and their ways." They finished with understanding. If they stayed they can help Masquerade give an olive branch to the Ponies that knew them, and no longer have to stay in hiding so much. But Ivory's thought made them consider, We would have to stay someplace if we did this. But made Ebony grin and pass a thought to her sister, Like the home to Big Macintosh of the Apple Clan? Blinking and looking to her sisters wolfish grin, they said, "We can work with that."

With a nod he turned to leave for his work space, but quickly found both sisters get in his way. With a grunt he conceded, "As for Twinkles, I can assure you she wont reveal us right away." This didn't seem to get any reaction form them however, "Right now she's in conflict with her rule fallowing logic and her friendship moral ways. This is where the showing how we really act sways her from alerting others with us in a bad light."

Squinting their eyes at him for a moment Ebony asked, "Is it truly that Masquerade?" Circling his left, "Or is it something else your not telling us?" Ivory circled right, while Masquerade actually raised his defenses on his emotions, leaving him unreadable by them.

He quickly realized this was possibly a bad move, as they now showed greater suspicion, as by the taste of their emotions they couldn't mask fully. "We like Twilight Sparkled, a good Mare that has many books." Ivory told, "But we must question your history with her, as you never told us of her, why is that?"

Masquerade made no attempt to move an inch. The two sisters weren't doing anything threatening by Changeling standards. Only trying to find a flow of emotion to better read him and get a bead on what he could be thinking. But he wasn't made a Master of the Cloak for nothing, and showed this by not giving even the smallest flow to taste. But knew doing this was a double edge sword, as guarding his emotions meant he was hiding something.

"No matter the statements or theories you come up with, I shall not confirm, nor deny them." He stated with his monotone voice that gave away nothing for them to possibly use. True they were Masters, or in this case Mistresses of the Sword and not taught how to read another's emotion like him, but they were still Changelings, no matter the form.

He watched with seemingly lacking interest as the two Gem members circle him again and again for any chink in his armor. No doubt in Masquerades mind they were talking to the other with their minds, as was common for most twin Changelings, even more so for the heirs. It wasn't much, but he felt a spike in Ebony's emotions she did guard herself and could tell it was something along the lines for surprise as she seemed to realize something. Ivory seemed to gain it at the same time because of their link and almost glare at Masquerade, as if unsure to be happy or angry. Seeing as she was glaring but tasting slightly more of joy told him she was more happy than angry.

"You love her, don't you?" Ivory made it sound like an accusation, but like her sister, he could tell she was slightly happy at the thought, even if she used her voice to show disapproval. "And not the sibling love you will no doubt preach to use, but actual companionship type love." Ebony fallowed her sisters example and sounded more hostile, if only to give the message that he was letting his feelings get the better of him.

As expected, Masquerade didn't say anything, but was stuck no matter what he did. And he could tell they knew it, "Twilight has told us a bit of your past with her." Ebony said, "No doubt you got attached because of it." Though he didn't show it, he winched on the inside. "And maybe it was why we never knew of her, you didn't want the possibility of others like Libel knowing and harming her." Came Ivory stated, once more making him cringe on the inside.

Coming to a halt in front of him, they both demanded as one voice, "Masquerade, second heir to the Malek Clan, we demand to know the truth behind your motives!" Though on the outside they glared harshly and spoke with anger, Masquerade could still feel their excitement. The perceptive twins were probably having a conversation about having Nieces and/or Nephews to play with.

Some times I hate the perceptions Changeling twins have, He grumbled in thought before dropping his guard completely and letting them feely taste what he felt. Longing and embarrassment, "Fine, fine, you two win…" Still ranting in his head about nosy twins, "Yes I have a romantic interest in my nymph-hood crush that has more or less turned into a stunning Mare."

Though he hid his outward embarrassment, he could see the two now smirking and no doubt tasting his fluster feelings, "And yes, it was partially why I chose not to contain her in a cocoon, because it would hurt me more to know I forced her into a even worse situation." Somewhat glaring at the two he growled, "Happy?"

With pleased nods they said, "Yes, very happy." And giggled at his somewhat grouchy slumping form as he moved passed them and to his work space calling, "I'll be ironing out the details to my plan, while you get permission from that lazy lump of a first heir you two call an older brother."

With playful salutes they said, "Of course cousin Masquerade of Malek Clan!" And trotted to the front door before calling back, "Oh, and be sure to tell her soon!" Before flying off in another fit of giggles.

The Changeling in Unicorn form only rolled his eyes thinking, Mares, and turned back to his work. It was going to get complicated over the next five months before the three clans made their move on Eqestria.

Pushing aside a bag of gems the twins no doubt left for Spike, did he look over his map and plane.

What felt like hours of dissension as to what to do about the reviled Changeling in her home, Twilight decided to wait for the time being. As long as she had Spike on hoof, she could send the letter on a moments notice when Masquerade does something that would warrant it.

But right now she needed to know more about the Stallion that she thought she knew. There was so much he had not told her in the past that she now needed to know. He was concerned about what three of the five clans had decided, and apparently left because of it. Maybe the three were in the wrong and he's in the right

That could quickly be countered that they are in the right and he is in the wrong, She snorted in thought while still puzzling him out. Even after all this time, Masquerade seemed to know how to get her riled up over something. Twirling the letter that she still held in her magic, Twilight planed to find and interrogate the black Pony as soon as she saw him.

Coming to a stop at the bottom of the stairs and looking around, she could not locate the Changeling acting as Pony in the room. What she did find was the table set for three and the clanking of cutlery in the kitchen that was filled with laughter, "No way, your telling me this Pinkie Pie has a sixth sense to know about things before they happen?"

What sounded to be a strong fire roared for a moment, letting Twilight know Spike was in there cooking with his dragon fire, "Yep, she gets these body twitches and stuff that seem to tell her if something's happening." And seemed to pause for a moment, "But makes me wonder, how have you been avoiding her? She seems to know when a new Pony comes to town and throws them a party!"

That made Twilight wonder that too somewhat. Despite being here for an entire week, Pinkie Pie, here friend and premier party Pony, had yet to spot him and throw a surprise party. Masquerades chuckling could be heard and she could hear his grin, "Lets just say I can be good with masking myself." And remind her of how he changed forms so casually as if second nature. It probably was for his kind, and to just turn into her at the drop of the hat at any time? Looking at the letter still in her grasp, she steeled her resolve as not just a citizen of Equestria, but as one of the Elements to do what was right and send it via dragon fire.

Hearing the hoof steps, Spike turned around and gave a cheery wave to his adoptive sister, "Hey Twilight, did you see the cake Masquerade got?" Pointing to the cake that was still it's royal purple with indigo trimming and carefully set daffodils, and her name sitting proudly in its center surface. Looking at it she felt that same resolve disappear when she spotted it and remembered his words from before all this began to spiral out of control. Masquerade got that cake for her, as a thank you for all the help she gave without wanting anything in return. Beside the cake was a teapot filled with jasmine tea that seemed to sooth her body from its scent alone. There was even a card to her on the silver plate the tea set was on.

Glancing at the letter for a moment and somewhat pulling it behind her, she smiled a bit guiltily to Spike and nodded.

Seeing the off set smile, Spike was about to question how she was until Masquerade cut him off, "So how did your research go?" Getting both their attention, "You were up their for nearly an hour. As you might have saw, both Ebony and Ivory left to deal with some clan matters and couldn't stick around."

Truthfully, she had forgotten about them, but felt happy they were gone for now. Maybe she can use this time away from them to figure out what to do with her current problem. "Oh, it's fine, I'm sure that whatever they had to do was important!" Her slightly nervous patter didn't help to convince Spike that she was ok, but Masquerade seemed to had thought of that, "Twinkles, I know you enjoy researching about possible problems, but you really need to relax."

"What research?" Spike asked, feeling left out of the loop. Looking at the small drake the Unicorn Stallion told, "Ah, Twilight was searching for information on some clans that may not be so extinct any more and is concerned what it would mean for Equstria today."

Spike seemed to snort in dry amusement, "Yep, she would get worked up with something like that. Like that one time about the Gnome villagers or other."

"It could have happened!" Twilight defended, happy for the change, but at the same time not wanting to be reminded of that little incident. "But that was years ago, and I'm not that bad of a wreck when I do my studies on those things."

The black Unicorn smiled at the two as they began to banter with each other like real siblings. Though he could literally feel clouds of love coming off them, he made no attempt to take any. It wouldn't be right to steal that from them, He concluded, taking up a number of things for their dinner and take it into the living area. Seeing this, both Twilight and Spike grabbed something themselves and fallowed with, still continuing there playful banter.

He watch with hawk like eyes as Twilight floated the letter that she had (no doubt held onto since he gave it to her), over to a chest full of her notes and put it inside. She apparently chose to play ball with him and try to learn more about his kind, and see if he was still her friend. But to do that, He began in thought, I may need to show myself a little more openly.

Dinner went smoothly despite the slight tension between Twilight and Masquerade as they ate. Spike didn't really pick up on it, as he was currently chewing on a few gems Ivory and Ebony decided to leave in a bag by their cousins work space.

The lavender Mare played with her food a little and stole glances up at Mask who just ate on as if he didn't notice. She wanted to know more of him and his kind, but wasn't sure what to bring up. Darting her eyes to Spike for a moment, she thought, as much as I'd like, I cant let him know yet. He'd panic and make things worse!

Though he didn't show any outward show of noticing, Masquerade was very much aware of Twinkles current plight at the lack of conversation. He needed to do something that would help undo tension and maybe earn some trust back, "This is something my older brother made before." And lifted one of the mushrooms covered in oil.

"He's good with growing things and has a small garden when we want a treaty to eat." Eating the mushroom he had, a thought occurred to him and said, "He was the only one besides myself or Mother that we trusted to cook something without burning it." Recalling a moment with his eldest sister thinking, Changeling fire dose NOT go out easy.

"What's he like?" Spike asked as he popped another bit of food in his mouth.

Thinking for a moment Masquerade told, "Well, Grove was what you call a mellow guy. Never rushes, never yells and is always taking it easy." These qualities made his brother a good gardener and maybe farmer, as he didn't rush his work.

"So he's a farmer?" Twilight asked with a touch of hesitation in her voice. She was curious, but still tense from earlier. Waving his hoof side to side, Masquerade said, "Eh, some what. He doesn't own a big fancy farm like the Apple Clan here does, just something in the back yard more of the like." She nodded to that, then asked, "You said something about a sister earlier today?"

With a smile he said, "Yes, my oldest sister Eml. Responsible, spirited and rather stiff to the point you wonder if work is all she does." Trailing off into a more questioning tone as if in thought. "But I'm sure you want to know more about my siblings, right?"

"Sounds good with me." Spike agreed, "All you and Twilight talk about is when you were in that School for Gifted Unicorns." Crossing his arms and leaning side to side as if it was all they talked about.

"Well, I'm sorry our early years board you so much." Masquerade said with fake hurt, "Anyways, the next up is my brother Copper, who is trying to aim to be a guard at some point. After him is Grove, who I just told you of." Taking a quick sip of his tea he continued, "Then comes me, and after me the Twins." The last bit he said with some irritation.

Both Dragon and Unicorn of the similar color pallet looked at the other as their darker counterpart went on, "Granted, I love those two Fillies to bits, but the amount of trouble they get into…" Looking to see their confused stares he explained, "Trick 'n Treat are the Terrible Two back home and are complete trouble makers." Despite his grumblings on the two little devils that were his little sisters, he still cared for them, but still couldn't help think, part of me cant wait until their out of the house and causing trouble for those who wish us harm.

"And finally the youngest of the family and my baby sister, Lily." Looking at Twilight he commented, "She reminds me of you when your were little Twinkles, but has a much bigger sweet tooth." When their little flower of a baby sister discovered sugar, they had found out quickly not to leave any out. Any and all surgery sweets would be sought and consumed in moments of their discovery. So it was a good think no pony but him, his brother and mother knew how to bake cookies, else she'd hoard them all away. "Little cookie monster that one be." Masquerade said dryly to himself, taking another sip of his tea.

With a small glance to her own ice cream monster, Twilight said, "I know the feeling." And went back to eating, feeling a bit more relaxed now. What tension was in the air seemed to have slacked with him telling a bit of himself. Maybe he's trying to make amends for things left unsaid?

Taking a sip of the calming tea she asked, "So what if your family like Mask, you never really talk bout them." In truth, she never knew anything about them as he always found a way of diverting the subject. Twilight actually wondered if Changelings were maturely good at hiding things from others.

Humming in thought he said, "I suppose chaotic in a sense." And played a bit with the last asparagus on his plate, "It was just my Mother raising us all since Lily was born" There was also the older siblings, but they didn't really count for parental figures, "I remember that when she wasn't busy, we would go out into the wood during the twilight hours to play tag or hid and seek."

"I would think she would want you in by then." The Mare voiced questioningly, "Why would she stay out any latter when you could be inside getting ready for bed?"

Popping the last of his food in his mouth, he turned to Spike saying, "Do you mind going to the kitchen for a knife, I think I forgot to grab one for the cake." Gesturing over to the desert.

"Sure thing!" Spike gave a thumbs up while rushing of to the kitchen while Masquerade turned back to Twilight and told, "To your question, it's a clan tradition and responsibility. The parents is to teach their children to run and hid if ever in danger." Gesturing out the wind to the darkly shadowed town he said, "We were never readily accepted, so we had to learn how to quickly run, hid and adapt."

As soon as the dragon came back out of the kitchen, Masquerades face turn rather happy as he said in a excited voice, "And that's how Copper learned the hard way, not to hid in poison oak." And added a slight sinker at the end.

Playing along with him despite being confused, she gave a few unsure laughs while he went on, "Took Grove two days to make the right ointment since Mother was away at the time. Copper kept saying it was the Twins doing, but we never did find any proof."

Looking to Spike and giving him a nod of thank, he took up the knife in his magic and held the handle out to Twilight. Looking at the knife then him, he explained, "It's your cake, you get the first slice of your likening."

Nodding to him wordlessly and taking it up in her own magic, she poised it at the cake and cut in for her slice thinking, life just got a whole lot stranger.