He couldn't sleep. Even if his little body was tired, Spike couldn't seem to get himself to sleep. His green eyes stared into the ceiling, one sole thing bouncing around in his mind. The perfect pony, the most beautiful out of all the mares in the world, one who, in his mind, had seemingly been blessed by Celestia herself. His charming, elegant, and generous pony, Rarity. He let out a sigh of content, and turned to his side, curling up and clinging to his blanket. If only he could be a brave little dragon, and tell Rarity his feelings for her-the way her smile made his heart flutter, the way her voice lifted his spirits… how everything about her, from her dainty hooves to the tip of her luxurious tail, made him happy. Maybe, just maybe, if he could impress her enough, she would have feelings for him, too! The thought took hold in his heart, and he wriggled about under his blanket. What could he do? Well.. maybe with a little magic.. he could change himself for the better. A Spell! Excitement took him, and Spike threw his blanket off, jumping up and bouncing onto Twilight's bed.

"Twilight! Twilight!" He crowed, his voice loud as he moved to shake the purple pony awake. Groaning in her sleep, Twilight Sparkle made a gesture as if to punt Spike off the bed, before opening a tired eye. "Spike, do you know what time it is? You're supposed to be asleep-"

"I know, I know, but look, maybe you can help me impress Rarity!" Groaning, louder, Twilight stuffed her head underneath her pillow. Begging and whining by Spike soon followed, and the Pony eventually gave up, snapping rather sharply, "Fine! I'll help you tomorrow, just let me sleep, ok Spike?"

"YEEEES!" Cheering in victory, the baby dragon hopped down onto the floor, doing a little dance, before jumping into his bed. Oh man, he couldn't wait! Now just to fall asleep. Easy enough, just pretend Rarity was petting him. Oh, how wonderful that would be-to feel her gentle touch, to smell her light perfume.. maybe she'd even sing him a lullaby? Spike could only imagine how beautiful that voice sounded when singing. Still imagining her gentle voice, the little dragon eventually fell asleep, his bright eyes shut, but still seeing the beauty of Rarity in his mind.

"Okay, okay, I said I'd help, but relax Spike…" Twilight Sparkle grumbled, watching as her friend bounced around, chattering nonstop about ways to impress Rarity. She almost wished she hadn't agreed to help him, but heck, she could practice her magic and Spike would be happy. And that was worth it, wasn't it? Spike deserved to be happy. With a wisp of magic, Twilight brought a spellbook in front of her, and began flipping through pages. "Make up your mind, Spike. I'm only going to do one spell, okay?"

Stopping in his nonsensical talking, the baby dragon thought for a moment, and then nodded. "Okay! One spell, one spell…" Scratching his head, Spike wracked his brains for something solid. Maybe he could use a spell to become exceptionally charming? No, no, that wouldn't work. Maybe to make him grown up? He was still a baby after all… "Oh! I know!" Grinning, he ran up to Twilight, bouncing. "Turn me into a pony!"

"… Are you sure about that?" Twilight asked, raising an eyebrow. Spike nodded, and went off again, explaining his 'big plan'.

"Well if I'm a pony, Rarity will, you know, actually think about liking me because it'd be kinda weird for a dragon and a pony to-" Twilight flipped through a few more pages, then spike, not even bothering to look up. "I thought this was about impressing her?"

"W-well, yeah!" Spike stammered. "I gotta be a pony if I wanna impress her, right?" Twilight rolled her eyes, finally settling on a spell. "Okay, how to turn you into a pony. Hm. Some if this is.. I can't read it." Tilting her head, Twilight frowned. "I'll look for another spell-"

"NO! Just do it, Twilight! I mean come on, what's the worst that could happen?" Spike spoke, pacing back and forth. Twilight opened her mouth to retort, but sighed and shook her head.

"All right. Don't blame me if anything funny happens…" She mumbled, lowering her head and starting to cast the spell. Spike watched as his friend's horn began to glow blue, with sparks of white coming from it. He braced himself, closing his eyes and tensing-he hoped this wouldn't hurt.

Just then, the door to Twilight's library opened. "Twilight, Dear, I'm-" A white pony had stepped in, and had begun talking, but then let out a shrill squeal as a blue Pegasus pony shoved her forward, charging inside with a triumphant sound. But that was all drowned out by the sound of wind coming from Twilight's horn-which, incidentally, also drowned out the yelp of Spike as the white pony skidded into him, sending him sprawling. Groaning, the baby dragon looked up, his eyes going wide as he realized what was about to happen.

"TWILIGHT! STOP!" Spike shrieked, but it was too late-the spell had already materialized, a wave of blue light striking the white pony-his beautiful, and now helpless, Rarity.

He could see the fear and confusion in her eyes, and his gaze was locked onto hers. He could see her mouth open; screaming-but the sound of wind, like that of a powerful storm, silenced her. There was nothing he could do. The Spell wrapped around rarity like a blanket, before solidifying around her, like a butterfly's cocoon. Soft blue light pulsed from within, and then-it began to crack. White light broke through, bright and powerful, forcing Spike to close his eyes and look away. Then, it was all over. The light faded, and looking back, the baby dragon saw what appeared to be his Rarity-completely unharmed. Relief swelled in his heart, and Spike rushed over to her, putting a claw gently on her leg. She was curled up, and he could barely see her. But something… something was different. She seemed.. she looked off. Tilting his head, Spike spoke, softly. "Rarity?"

"Y-yes, dear?" She responded, lifting her head. But it brought a simultaneous gasp from Spike, Twilight, and Rainbow Dash. Mouth agape, the purple dragon stared at the love of his life, who now, had a sharper jaw, a deeper voice, and a stronger body. The body of a colt.

Spike gulped. Everyone was silent. "What?" Rarity asked, and then blinked at her own voice. The white pony looked down, and then to Spike, staring at his shocked face. Panic suddenly stepped in, and the white pony jumped up, scrambling to find the nearest mirror. Seeing none, she dashed upstairs-with Spike following her, already telling her to calm down, and not to worry, that 'it' was probably only temporary. Stumbling, she moved in front of a Mirror in Twilight's room, her blue eyes wide as she stared at her reflection. And her new body.

"Please, Rarity, it's gonna be okay, I'll get Twilight to fix this, promise! Please don't get upset, please-" Rambling, the baby dragon moved over to comfort Rarity, who flinched, and then let out a loud, dramatic sob, crying out, "I'M RUINED!"

Opening his mouth to speak, Spike instead let out a sharp squeak as Rarity shoved past him, her.. well, his, hooves loudly stamping on the floor as he rushed out of Twilight's room, galloping down the stairs. Rushing out, Spike could only see the end of Rarity's curly, purple tail as he went out the front door, sobbing. The baby dragon felt his heart sink into his stomach, and Rarity's pain became his. Slowly, he went down the stairs, oblivious to Twilight and Rainbow Dash's whispers. Upon reaching the bottom of the stairs, the little dragon looked up at the two ponies, then to the door. He couldn't just leave Rarity alone like this… Rarity needed someone to comfort him, someone that he could talk to. And Spike was more than willing to lend an ear, heck, his whole body, to make Rarity feel better.

Ignoring Twilight's call, he darted out the open door, and after his love, his gallops far faster than Spike's little legs. Where would Rarity be? Perhaps he would be at his Boutique. After all, that was where the beautiful pony lived. Going as fast as his small legs could carry him, he went through the walkways of Ponyville, before coming across Rarity's shop. The shades were drawn, and a small sign reading, 'Closed' was in one of the windows. But nonetheless, he stepped towards the front door, opening it and peering in.

"Rarity?" He called, wincing as the bell rang. He didn't hear anything at first, and closed the door behind him as he went in. But then-sobs; the deeper than normal, hysterical cries of his precious Rarity.

With careful steps Spike wandered deeper into Rarity's shop, before going towards the back, seeing a door opened just a crack, and with soft light spilling out. The sobs grew louder, and-taking a deep breath-Spike moved closer, rapping on the door with his claw. "Rarity? Rarity, can I come in? I just wanna make sure you're okay…"

The crying paused, then, with a shaky voice, the white pony answered, "O-oh. Spike, darling, that… that's so sweet of you, but, o-oh, what am I going to do? I can't be like this, I just can't-" The words turned into thick mumbles that Spike could not understand, and then sniffles, followed by small whimpers. Pushing the door open, the little dragon hesitantly stood as he took in the sight of Rarity-masculine, yet still elegant, but laying on his bed, his legs covering his face. The purple-haired pony lifted his head, exposing tear-streaked cheeks and reddened eyes. "Oh, Spike," He started, wiping at his face, "I'm s-so sorry you have to s-see me like t-this.."

Walking to the bed, and moving to climb up, the baby dragon responded in kind, "It's okay, Rarity. I just wanna make sure you'll be all right." Getting to the top of the bed, Spike moved over to his love, slowly, before reaching a claw out to brush Rarity's beautiful mane. "Come on now, it isn't that bad-Twilight will fix it, and you'll be the prettiest mare in ponyville again…" Sniffling, the pony looked at Spike, and the dragon added, hastily, "N-not that you still aren't, you know, the prettiest pony in ponyville. You're just… the most handsome colt now." A thankful smile appeared on the pony's lips, and he nuzzled into his arms again, letting Spike pet his mane. Encouraged by this, the purple dragon moved a bit closer, one claw touching Rarity's coat, and the other his mane.

'Wow.' Spike thought, 'I've never been this close to Rarity before…' A soft, warm feeling then appeared in his chest, and the baby Dragon sighed contently, before speaking again, "Hey, everything's gonna be okay. I promise."

"You promise?" Rarity asked, sniffling again, his blue eyes watering as he glanced at Spike again.

"Yeah. I'll make sure of it. Listen, how about I stay here and keep you company?"

"Oh, Spike, that's so sweet of you, you don't have to…" Smiling weakly at the offer, Rarity flicked his tail, tilting his head a bit so as to move closer to the dragon's petting.

"Are you sure?" Spike replied, tilting his own head. Rarity thought for a moment, and then shook his head. "No. I'd greatly appreciate it if you stayed with me. It's easier to deal with this when I have a friend with me-you understand, right?"

"I understand completely." Nodding, the baby dragon continued to pet Rarity's mane, before moving his claw to carefully stroke his shoulder and back. It seemed to soothe the crying pony, who had stopped sobbing, and instead only let out occasional sniffles and hiccups. All of these sounds tugged at Spike's heart strings, making him want to comfort, protect, and care for his lovely Rarity.

After a few minutes, said pony shifted, and let out a tired sigh. "I think… I'll just rest for a bit." He murmured, moving to lay his head on his forelegs. Spike watched as Rarity shut his eyes, and then relaxed, his tail occasionally twitching as he fell asleep.

Spike smiled to himself as he petted Rarity's side with his small claw. He was surprised that Rarity had trusted the little dragon so much as to fall asleep by him, but the thought only made Spike's heart flutter. He could protect his precious pony in her-his-current state of distress. Careful, he stepped back, taking a better look at his love. Everything seemed okay-it was just… Rarity had been changed. The muscles on his body were now stronger, and more prominent-and yet they still retained the sleekness and grace that was characteristic of Rarity. Even the features of his face were different, now, but Spike found that despite this change, he still had great affection for his beautiful pony. Rarity was just a guy now, everything else that made the pony what he was had been left unchanged. Content, Spike admired Rarity for a minutes, watching him sleep.

"I'll stand guard, Rarity. Don't you worry, I'll make sure everything's better." Spike spoke softly, moving to sit down by his precious pony, his arms crossed as he stared at the doorway. Sure-there wasn't any real big need to stand guard-it wasn't like they were in Phillydelphia. But, well, Spike was sure Rarity would appreciate it. That and the chance to pretend to be a knight and guard his princess-Erm, Prince now-was something he wouldn't pass up. He'd just wait until his lovely Rarity woke up from his nap.