• Published 20th May 2015
  • 15,568 Views, 3,255 Comments

Shifting Melodies - Thadius0



He's a unicorn accountant in service to a smuggling ring. She's a high-ranking Thestral in the Day Guard. Together, they fight crime. Too bad one of them's lying.

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Chapter 41 - Bookworms, meet Cuddlebugs

Ledger and the mares had expected that maybe, just maybe, they would be able to get back home with little fuss. They clearly had forgotten to count on the Luna element. She could be just as devious as her sister when it came to manipulating others into doing what she wanted. Sometimes. This time was debatable.

"We're going where?" Ledger asked with a surprisingly level tone.

“To Ponyville,” Luna nodded once again. She had arrived at the Inn at the crack of dawn to request that Ledger and his mares go to Ponyville on their way home. “Princess Twilight is the only one not in the loop about our peace talks. And I would like you four to be the ones to inform her.”

"Uhhuh," the drone said from under his usual disguise. "I'm sure that's the only reason that we are suddenly going to the town that is crazier than our own."

“Ponyville isn’t that bad,” Luna replied with a dismissive wave of her hoof. “They do have the odd occurrence, but I’d hardly call the town weird...” She was met with four equally unamused, deadpan stares.

“Okay, fine! The town has more nuts than a mix bowl on a bar,” Luna sighed. “But I have very good reasons and this is a direct order from me. As Equestrian citizens, you can trust your lovable and super cute Princess right?”

"Maybe if she's willing to do me the favor of checking on my company," Ledger griped. "We left so suddenly I'm not sure what might have happened to it by now. That's kind of the reason I was so eager to get back. Well, besides Midnight." Here the drone pulled the mentioned mare closer and gave her a kiss on the cheek.

“I wouldn’t mind seeing Ponyville,” Midnight replied, returning the kiss. Then a thought occurred and she smiled. “Plus I still have one more to add to my collection~”

"Oh buck, you're still taking that thing seriously aren't you?" The brown unicorn turned back to the princess and had a pleading expression on his face. "Please, anywhere but there!"

“Aw, that’s cute, you think I care,” Luna smiled darkly. “As I said, I have good reasons for sending you there, you just aren’t allowed to know them.” Luna patted him condescendingly on the head as she smiled brightened. “And fret not Level Ledger, your company is doing fine... I think. I’ll look into it and let you know. Until then, you’ll do as I say.” The Alicorn gave them one last smile and teleported from the room.

“I like Luna, she’s cute,” Midnight hummed. She absently held a hoof to her neck, which was still missing most of its fur. She’d need to get a scarf or something to cover it.

" Replace 'cute' with 'domineering' and I'll agree," Ledger said before heaving a sigh. "Guess we're going to Ponyville."

“Yay~” Midnight cheered, as Scope just sighed, This was going to be a massive headache. Cider was at least looking forward to seeing her cousin Applejack again. Speaking of her...

“Well, at least we might have a place to stay while we’re there,” Cider said aloud. “Ah reckon AJ might not mind puttin’ us up fer a while.”

"Huh, I was just going to get us a room at the inn, assuming they have one." Ledger turned to look at the farmmare. "You're sure she'll put up with us?"

“Ah reckon so,” Cider nodded. “And, ah don’t think that Ponyville has an inn. Or a hotel or anything like that. It’s a pretty small town.”

"... Well I guess I can deal with meeting your family," Ledger trotted over and gave the other mare a kiss as well. "Shall we, then?" With that he began to lead his family back to the train station. They stopped on the way out to say goodbye to Hearth Heart. Ledger left behind a few recipes and Hearth said that Silver-Wing was going to teach her to read and write. And that they’d be the first she’d write to.

Once they got aboard the train that Luna had arranged for them, they’d found a few things waiting on board. Midnight was now sporting a dark blue scarf with Luna’s Cutie mark on it. A quick sniff told the mare that it must belong to the princess herself. She also had her hoof guards, which covered the hairless sections around her ankles.

A chef was on board, to supply the foursome with hot meals and drinks for the trip, as well as a sleeper car with a large bed. And judging from the decor, Ledger soon deducted that this was Luna’s private carriage.

"Somepony certainly knows how to travel when she isn't teleporting," the stallion wryly commented.

“No kidding,” Midnight said as she lay on the bed. Hmmm, it was nice and fluffy, a polar opposite to the straw-covered stone that she’d spent the last couple of days on. Just thinking about that...

Wait...why was she crying? And why was Ledger hugging her so tightly so suddenly?

“Huh?” she blinked away the tears and chuckled weakly. “Heh, what’s up? I got dust in my eyes. Yeah, that’s all.”

"I'm sorry it took us so long to get there, I would have been there the instant I knew you were gone if I could have," the stallion whispered to his lover.

“I know...and, you saved me,’ she hiccuped. “I’m sorry I’m being so uncool right now.”

"I'd be more worried if you weren't," Ledger said as he continued to give her a hug. "It just means that you're normal and right now, I think we could all do with a dose of normal." He turned the other mares and raised a hoof as if to invite them into the hug.

It didn’t take long for their cuddlepile to resume, and Midnight was buried under pony forms once again. Though, she wouldn’t have it any other way right now.

Still, she had questions.

“So...how did you find me?” she asked.

"Divination spell and some of your mane that you left at the hospital," Ledger replied honestly. "I think a part of me was afraid that was all that was...left..." Great, now he was the one that was crying. Midnight wasted no time in returning his hug as all four ponies were now feeling sad. This would not do at all. They were all together again and Midnight was not going to spend this trip moping and sobbing. She wasn’t going to give Shadow the satisfaction of letting this get to them.

“So, I hope you three have behaved yourselves while I was gone,” Midnight said seriously. “You better not have done anything without me.”

"You mean like when Cider and Scope distracted me from studying on the way up here? They looked rather alluring in their uniforms," the unicorn said as he just basked in the hug.

“They wore Guard uniforms?” Midnight pouted as she looked at them. “Aww, I wanna see that too!”

“Maybe someday,” Cider giggled along with Scope, causing Midnight to pout harder.

"Which reminds me again, remind me to send a letter to the Crystal Empire when we get back," Ledger said as he pecked Midnight again. "Though I think they might still be around here with us, those uniforms, possibly in the luggage car..."

“The Empire?” Midnight blinked. Why would he send a letter there...? Oh, that’s right. Critical was there right now. She wondered if Tirek attacked the Empire as well?

“Do you think your little sis is okay?” she asked the Changeling.

“She should be fine, the latest report didn't have Tirek going that far north before Princess Lavender beat him," Ledger said with a squeeze. "I more want to call in a favor with old Shiny regarding shiny crystal armor and what it would take to use some for someone's wedding."

“Huh?” Midnight tilted her head. Ledger wanted to wear armour for the wedding? Well, that’d be kinda cool. “Okay then, best of luck Levvy.”

"Yeah, I figured you might want a set to wear on your big day." The drone smirked before bracing himself for the flood of emotions that she would surely feel at this statement. "You seemed to like it quite a bit when we were last there, after all-"

Scope and Cider yelped as the Thestral suddenly surged forward from under the pile to hug Ledger, the two mares landing in a heap on the floor. It had felt like forever since Ledger felt the sheer amount of love that poured from this mare.

"I take it...you like the idea?" He managed to say through the batpony hugging him so fiercely.

“Gee, you think?” Midnight snarked and hugged him tighter. She was never going to let any of them go again. She sighed as she closed her eyes. “M’still sleepy though. Can I rest for a while longer?”

"Fine by me," Ledger said as he ran a hoof through her mane. "I'll be here if you want to nap."

Midnight closed her eyes, drifting off into a restless sleep. Scope and Cider had moved to either side of the pair and they soon joined their little batpony.


The shrill whistle of the train startled Midnight awake. She groaned as she glared towards the engine, wondering if Luna would get mad if she made the driver swallow that damned thing. She also noted that her three lovers had never left her side, and even now she took great care to remove herself from their grasp before she headed off for the bathroom.

Oh Sweet Celestia had she missed modern plumbing. Ledger grumbled a little at a feeling of her leaving, but eventually hugged one of the other mares and sighed. Apparently he had really missed her.

Midnight soon returned, with a smile on her face. Nopony should enjoy using the bathroom that much. And gods above did she want a nice, hot bath. A massive one with all her loves. So she could get wonderfully clean and delightfully dirty all at the same time~

Yeah, seems her lust hadn’t been inhibited in the slightest.

Ledger shifted a little as she attempted to retake her place in the cuddlepile, and cracked one eye open. "Hey there," he greeted the mare.

“Hey yourself,” she whispered back as she ran a hoof through Scope’s mane. “Sleep well?”

"I had images of the four of us getting married running through my head all night, so...kinda?"

“Well, I could always take my proposal back,” Midnight said arily, smirking lightly at him.

"Well I guess that'd save me the trouble of asking Shiny about getting a set of his crystal armor for you," Ledger fired back. He was feeling especially snarky this morning, apparently. Oh wait. Morning. He hadn't had coffee yet. That would explain it.

If you could call it morning anyway. It seems that Celestia still hadn’t gotten up yet so it was still dark outside. Scope and Cider eventually roused, the latter stretching until her bones gave a satisfying crack.

“Mmm, mornin’ y’all,” she murmured. “Where’s th’coffee...?”

"I'dunno," Ledger yawned, "we're on the train, remember?" He finished his question by giving Cider a small kiss on the cheek. "Lemme know when you find it, I'ma hug this silly bat while you look."

“Why should you get all the hugs?” Cider replied as she woke up a little more. “I missed her as well.” They looked towards Midnight, only to see her already occupied by Scopey, who poked out her tongue in response.

"... Guess we're both looking," the stallion said as he put his legs under him. "I make no promises to share when I find it though."


Inside the dining car, the chef hired to cater for the group shuddered. Why did he suddenly feel like his life was in danger?


In the end, all four of them went searching. There was nothing in the mini fridge besides wine and soda. So they ventured forth, moving into the next carriage as their hooves shuffled and they moaned in a long, droning tone.

“Coofffeeeeeee~”

That was when the smell of freshly brewed Saddle Arabian beans hit their noses. Ledger turned towards it and pointed a hoof dramatically.

"COFFEE!" he proclaimed.

They surged forth, like the unstoppable tide they were. The chef let out a yelp and ducked behind the counter in a vain attempt to take cover from the horde of undead. Four mugs of steaming coffee sat on the counter, as well as a bowl of sugarcubes.

Funnily enough, the chef was the only survivor.

Four ponies sat at the counter, now resembling sentient life as they nursed their mugs of life-giving elixir mixed with sugar and cream. Midnight reached over and poured a generous amount of sugar into Level and Scope’s mugs.

“I think you two can have a little treat~” she giggled.

"Too tired to argue," Ledger muttered before attempting to sneak a kiss from her. Midnight giggled as she reciprocated, giving her stallion a little kiss on the nose. The chef had survived the tides of war and had vanished into the kitchen, returning with crisp salad, fresh boiled eggs and toast.

And yet, the cooking style was oddly familiar to Ledger. It reminded him of home for some reason. He grabbed some toast and eggs and eyed the chef with a half raised eyebrow. "Got any pancakes back there?" the stallion asked before eating his own breakfast.

“Yup,” the stallion replied as he vanished, soon returning with a generous stack along with some berries and syrup in his magical grip. That smell, that texture... This was Fredrick's cooking. No doubt. Ledger divided the pancakes among his mares and himself before pointing out what he had observed.

"So how is the Playbird of Las Pegasus?"

The stallion blinked at that, he hadn’t expected his charges to recognise his cooking so quickly, or even at all.

“Um, I’m afraid I don’t know,” he replied truthfully. “I haven’t seen him in about a year and a half. I work for the Princesses now as their Head Breakfast Chef.”

"And do they know how Frederick usually served his breakfasts? As part of an after morning ritual with a mare he slept with?" Ledger may have been enjoying this just a little too much. The stallion blushed as he looked away.

“I...may have omitted that from my resume,” he replied as he topped up their coffee. Midnight gave a cute little wiggle of her ears as she sipped at the drink.

"Ah well, I don't think they'll notice anyway," the stallion applied for sipping at his own coffee. It took him a minute, but when he was done drinking the coffee he put the cup down and added onto his sentence. "Though you should really tell them before somepony else does."

“Yeah, that would go down a real treat with my employers,” he muttered as Midnight poked at Ledger.

“Levvy, don’t bite the hoof that feeds you. He gave us coffee and noms. Stop teasing him.”

"Hey, Celestia was fun to hang out with and Luna, as you said, wasn't bad either. They might be completely understanding, and point, the elder is still on the market..."

Oh ye of little knowledge.

“Be that as it may,” the stallion replied. “I think I’ll just keep doing as I’m doing. Plus, my marefriend might not agree with your sentiment.”

The disguised changeling merely raised an eyebrow and looked around at the mares around him as if to say 'single?'

The stallion just sighed and returned to his duties. Midnight was busy burying her face in her pancakes, so she missed Ledger’s cue. Cider and Scope just opted to stay out of it. It was too early for subtle hints and cues.

"Then again, mine is an unusual situation," Ledger observed before eating his own pancakes.

“Princess Luna told me I’d be catering for unusual guests,” the stallion said as he put away the dishes they had already licked clean. “Not really my place to ask. I just cook the food. Who I cook for eats my food and if they wanna talk, I talk. Boss always said to lend an ear if needed.”

"What are you, a chef or a shrink?" Apparently the coffee hadn't yet counteracted the snark inherent to Ledger's very nature.

“After the Boss’ lessons?” he chuckled. “Perhaps a little of both.”

“Trupth meh!” Midnight said with a mouthful of pancake. “You dun wamph our poblemths!”

"I should know," Ledger said around a mouthful of his own pancakes. He swallowed before finishing his sentiment. "I kinda don't want them, but I'm willing to put up with the problems for the mares. I do love them after all."

“Well, at least you’re never bored,” Scope replied as she looked out of the window. “So, how long until we get to Crazyville?”

The chef hummed and looked at a clock. “Well if we’re running on time, about four hours or so. Would you like me to make you all lunch to take with you?”

"Meh," the stallion commented. "Don't get me wrong, knowing who you trained under, that's kind of a tempting offer, but I kind of wanted to sample the local fare for the duration of our visit."

“That’s fair,” the stallion nodded. As he went to turn away, Cider whispered something to him and he nodded, before returning to his kitchen. Then a soft snoring could be heard as the group turned to see Midnight asleep again, using her pancakes as a pillow, golden syrup coating her mane and ears.

Ledger sighed before pushing his half-eaten breakfast to one side. "I'll clean her up before she wakes up. The last thing we need is her complaining about a sticky mane. You just know she'll make it sexual somehow."

Cider smiled, one usually reserved for the batpony. “Ah’ll bet you do. You just want the sugar-frosted thestral all to yerself~”

"It won't be nearly so tasty when I've coated her in soap and water," Ledger replied, not rising to the bait and instead pulling Midnight off of her stool. With a quick shuffle to make sure she was situated comfortably on his back, the Unicorn trotted off, albeit slowly thanks to the added weight. Midnight sleepily nibbling his ear probably didn’t help his trek either, as Scope and Cider just laughed at his plight.

"Yeah yeah, we'll just see how much you're laughing when I have to do the same for you one day," Ledger threatened.

“Hey, Ah’m still a young an’ delicate mare!” Cider retorted. Scope just shrugged and went back to her coffee. She could always throw him out of the train window later.

"So you're saying you don't want to try getting clean and dirty at the same time? I thought that was one of you mare's favorite activities." Ledger punctuated this question with a raised eyebrow before resuming his trek. In truth he had nearly been done, but apparently there was always time to snark.

Cider just blushed and Scope patted her shoulder.

“I wouldn't worry, we can get him back later~” she cackled lightly. One did not simply snark at Scope Lens and get away with it. Revenge would be slow and humiliating~


In a small hamlet not too far away, a bright pink baker awoke with a start, her ocean-blue eyes wide as she gasped. In a blurred motion, the resident Alicorn of Friendship found herself staring into those eyes.

“GAH!” Twilight fell back as Pinkie giggled.

“Silly Twi-Twi, the floor is for rugs and walking, not Princesses!”

“Yeah,” Twilight deadpanned as she got to her hooves. “Is there a reason you’re here so early Pinkie?”

“Umm, well... I got an itchy ear, followed by a twitchy tongue and then I got really warm in my-”

“Okay!” Twilight blushed lightly, not wanting to know where she was going with that particular combo. “What does that mean?”

“Weeeeell, some new ponies are coming!” she replied, putting a hoof to her chin. Or was she putting her chin to her hoof? Hmm, this needed to be investigated later. “And they’re really interesting ones. Also, you should really lighten up Twilight, or you may not survive this time.”

“I...what?” Twilight tilted her head as Pinkie bounced away. She had a party to prepare and her welcome wagon to tune. Now, where did she put her gunpowder and cake mixes?


When Midnight awoke, she took note of several things. One, she was wet...not that kind of wet...well, maybe a little. Two, she felt really warm. And three?

“Levvy, why are you sniffing my mane?”

"You may or may not have gotten syrup in it," the disguised drone said before pulling back slightly. "And you know how I am around sugar. Part of your cleaning may or may not have involved... A little licking. Also, welcome back to the land of the living. Enjoy your nap?" With that he was back to scrubbing her normally. Which of course took about three times as long as it would have if he were just licking the liquid sugar out of her mane.

“Yeah, I think...I’m feeling better?” She wasn’t quite sure really. She knew she wasn’t feeling like herself anyway. “Heh, this is kinda weird,” she smiled. “It’s like our roles have reversed or something. Maybe karma is out to get me for my infidelity?”

"Or maybe you're being rewarded for healing me after what I've been through," Ledger observed before dumping a little water on her. "If you think it would help if I tried to seduce you, do let me know. I'll try to not be awkward about it, but no promises."

“You?” Midnight giggled at the thought of Ledger acting like her. “You couldn’t seduce a Violet. But sure, give me your best shot Levvy~”

Ledger smirked a little, before leaning in and whispering into her ear. "Do you always get this wet this easily, or am I just a special case?"

Midnight found her cheeks heating up a little as she looked at him. “Oohh, not bad Levvy. Not bad at all. You have potential to be a first-class sexual deviant.”

"And may Equus tremble, especially at the thought of two of you running around." The sponge was picked back up and reapplied to her mane. Almost all the syrup been removed, one more pass should do it.

That was when she grabbed him and pulled the stallion into the tub with her. “I may be wet, but I can get you wet pretty easily too. And then...did you think I forgot about my superpowers?” The thoughts that ran through her head...were...actually kind of tame for her. They were still more than enough to elicit a reaction from the stallion in front of her. One that she could plainly see.

“Hee, I win!” Midnight giggled. “And I really need to teach Cidey and Scopey this trick.”

"No, no you do not. I'm fine with just one of you knowing. Really I am." Ledger futilely try to cover up his reaction from her sight. "It's hard enough to keep up with just you knowing this trick. I don't need to add them to the list as well. I would never get any sleep!"

“Oh? I think I could make it harder~” Midnight giggled, poking at him. She suddenly put a hoof to her head and shuddered. Ledger put a hoof on her withers and frowned slightly.

"Bad memories?" he inquired softly.

“Guess we really have swapped places huh?” Midnight gave a weak chuckle. “I’m defective, did you keep the receipt?”

"Only if you kept mine when you came walking in my door," he rejoined, drawing her in for a light hug. The Thestral sighed as she was embraced.

“Why can’t we just have a simple life?” she asked. “It’s not fair dammit!”

"Simple is boring, along with overrated." He drew back and gave her a quick lick on the nose, a silly gesture, one designed to get her to laugh. "And look on the bright side! I've met your family, you met mine, and Cider has met both of ours. The only thing left would be for us to meet hers, and I think that's what's happening at the next stop anyway. After that I think we're all clear to proceed with our wedding plans. Surely nothing crazy can happen after that!"

Elsewhere, Fate felt very tempted all of a sudden.

“Since I’m the new Ledger, I should feel like I should scold you on taunting fate like that,” Midnight nodded, putting on her ‘serious’ voice. “Oh! We should totally pretend to be each other to screw with Cider and Scopey!”

"That was one. Time!" The stallion moved to throw his hooves up, before sighing and leaning back into the hug. "Plus I don't think you could pass as a changeling anyway." Were she looking at his face, she would see one half of a mischievous smirk.

“Really?” she deadpanned. “I meant each other's personalities doofus.”

"I'm not sure if I could pull off a decent 'you,' or you a decent 'me.' We could still try of course. But if you break Scope or Cider, you have to fix them." Ledger thoughtful now, as though he were actually considering the idea.

“Meh, it’s not like we can make them any worse than us,” she said, even as she drew closer to him. “Still, this is a pretty comfy tub~”

"So you're making me choose?" One hoof played with her mane while the other drew circles in the water. "Screwing with them, or screwing you? Kind of a close contest, really. But if I have to choose..." With that the stallion drew her in for another kiss that seemed to last for both forever and not long enough. When they finally came up for air again, he opened with a continuation of his last sentiment.

"Mmm, you win."

“I always win,” Midnight giggled as she held him close. A wicked thought entered her mind as she let him go and turned around, looking for something on the floor behind the tub.

This also had the effect of her rear being presented to the Changeling, her tail swishing from side to side, offering sparse glimpses of what lay underneath. It didn't take five seconds for her to feel a familiar weight on her back. Apparently it wasn't just her that was horny.

"So you missed me as well right? That's what I'm getting from your behavior." And apparently, Ledger’s no-so-little friend had missed her too, from the way it was poking her flank.

“Oh, are you going to take advantage of little ol’ me?” she giggled innocently. Then static in the background crackled as the train shifted slightly.

‘Attention passengers. Due to some good fortune, we have made excellent time and will be arriving in Ponyville shortly. Please make sure you have all of your belongings before you depart.’

Midnight blinked, before she scowled and lowered her head in defeat. “You have got to be bucking kidding me!?”

"I wish, half of that was kind of the point," Ledger grunted before getting off her back and falling to all fours in the tub. "To be continued?"

Midnight just flopped over the edge of the tub, her wet mane hanging over her face as she sighed again. “Fiiiine... stupid train and its stupid efficiency. I’m feeling irritated now Levvy...”

In their cabin, Scope suddenly shuddered and looked around. Was there anywhere to hide?

"I'll cast a soundproofing charm on whatever room we end up with... If you behave today that is. Otherwise, I can wait until we next take the train." With that, the brown stallion hopped out of the tub and reach for a towel to help dry himself off. A pair of wet hooves draped around his neck as he felt Midnight’s hot breath against his ear.

“It’s been weeks Ledger,” she said in a tone that could get the old Ledger hard. “Are you sure? Do you really want to wait that long?” That tongue of hers licked the length of his neck before she shook herself dry, (yay for water resistant fur) and trotted from the room, her rump rhythmically sashaying the whole time.

"It hasn't been that long for me, Scope and Cider were very distracting on the way up. I think I could last." With his counter delivered, Ledger walked forward and briefly shook himself as well, displaying for the mare what she had managed to do to him before it retracted completely.

Midnight just stood there as she processed that. The stallion chuckling as he made his way back to the cabin.

Then...a thought occured. Yes, it hadn’t been that long for him...but for the lust-fueled Thestral?

What would she do to get what she wanted? Or to be more precise. How was she going to behave from here on out?

He shuddered before quickening his pace towards his cabin. The sooner they were in public, the sooner he was safe from... Whatever she would do to get even.

...Right?


By the time the train pulled into the sleepy little town, the various expressions worn by the four ponies were...varied.

Midnight looked both annoyed and bored at the same time. She’d been to Ponyville once before. It wasn’t all that exciting. But hey, at least she’d get to meet Twilight again. She missed flustering the little bookworm back when she was living in Canterlot.

Cider was excited at meeting Applejack and her family. But also a little worried. She wondered what she’d think of her...situation. Also, do not tell her that she had two Changelings as partners.

Scope was wondering why Luna sent them here in the first place. She also shot repeated looks at Ledger, wondering what colour his chitin was under that disguise.

As for the stallion himself? He. Was. Excited! He only heard a little bit about Twilight, but the thought of meeting someone who was as much of an academic as himself had him basically chomping at the bit to meet her. It was safe to say that this was the one princess that he thought he could actually stand. Now, he just had to hope his disguise held up for the entire meeting. Heck, the last thing he heard about her was that she lived in the library. A. Library!

He was stallion enough to admit he was jealous.

There was a loud gasp as the group turned to see a wagon nearby, and a very pink Earth Pony a few inches from Ledger’s muzzle, her massive blue eyes staring into his.

“OHMIGOSH! New ponies!”

Ledger had an entirely reasonable response to that amount of pink being shoved in his face. He most certainly did not scream or jump backwards about five feet. Anypony who said otherwise was lying.

... One would think living in a city with Amy would have gotten him used to the idea of Pinks doing unpredictable things. But if it was one thing about being unpredictable, it was that... well, they were unpredictable. To attempt to prepare is to fail.

“Ohh, I can do that too!” Pinkie said as she squealed and jumped back, landing near her welcome wagon. “And, WELCOME TO PONYVILLE!” she hit a button as music played and she begun a song and dance routine that most of the group just tuned out. At least until the cannons of the wagon fired a shower of confetti into the air as a microwave dinged and produced a three layer cake.

Still didn’t stop the glitter from raining down on Midnight...

"You‘re singing and dancing simply because... We arrived here?" Ledger inquired as he sniffed the air, smelling the delicious cake that the pink pony had somehow produced. The now sparkly Thestral wasn’t amused though.

“Well duh!” Pinkie said with a roll of her eyes. “I mean, doesn’t everypony do something nice for their friends?”

"...We just got here. How can we already be friends?" Ledger lit up his horn as he attempted to aid Midnight in the removal of the sparkly confetti from her fur. But since her fur was still damp somewhat, some stubbornly refused to come out. The result? She now sparkled slightly in direct sunlight.

Cider’s blush could be seen from Canterlot.

“Apple Cidey!?” Pinky bounded forward, crashtacklehugging the mare. “Oh my gosh! It’s been foreveeerrrr~”

“It’s been like three months,” Cider replied as the pink party pony provided a paltry pout on her pretty muzzle. “So it hasn’t been that long Pinkie.”

“Nu-uh! That's like, totally forever!” Pinkie replied and looked at Ledger. “And of course we’re friends silly. Everypony is my friend and I love to make my friends smile!”

"...I gave up on understanding ponies who were pink a long time ago," Ledger sighed. "We're looking for Princess Twilight. Do you know where we could find her?" Apparently he decided to cut right to the heart of the matter around their visit here.

“Aw, don’t be like that,” Midnight replied as she stepped forward, her sultry gaze locked onto Pinkie. “Give me ten minutes with our new friend here. I bet I make her do more than just smile~”

"Bad Midnight. Don't make me get a newspaper. I will swat you with it if I have to to make you behave." Ledger's retort was half-joking, half-serious.

Behave...may have been the wrong word to use. Midnight’s eyes widened as she quickly fell back into place next to Ledger.

“I’m sorry,” she murmured. “I’ll be a good mare. I promise...”

"...If you'll pardon us, Miss Pink?" Ledger turned to Midnight and drew her in for a quick, whispered debate. "You have never been this submissive to me. Is this more of what he did to you?"

“I-I’m sorry. Please, I promise I’ll be good, please don’t hit me,” she refused to meet his gaze, and instead just stared submissively at the floor. It was around then that Ledger caught sight of the patches of missing fur and the whip marks on her body. The latter had faded a little, after Luna had administered a healing spell or three. But her sister always was the better healer, so one could still see the welts under Midnight’s fur if you looked carefully or knew where to look.

Level Ledger had never before felt more like murdering somepony else. Under his glamour, his colors went almost straight to black. How dare that bastard scar Midnight so deeply, on both a physical and emotional level?! He half-considered getting back on the train and going right back to Roamania to kill somepony...

That was when a set of pink hooves wrapped around them, hugging them tightly.

“I dunno what happened to you,” Pinkie said softly, a far cry from her earlier enthusiasm. “But it’s okay now. You’re safe from the dark okay?”

Ledger grumbled a little, something about having brought it with him, or in him. It was hard to tell when he was being so thoroughly cuddled by a pink pony. Nonetheless, he enjoyed the hug, for Midnight's sake if nothing else.

“Uhuh,” Midnight said softly. She leaned into the pink mare’s embrace and nodded her head. “I know...that Levvy... would never hurt me. He loves me too much. Real love...”

“Love is pretty awesome huh?” Pinkie smiled, holding the mare’s head in her hooves. “I think you’re pretty lucky to have a lot of ponies around you. And they’re lucky to have you. You all shine really brightly. It makes me really happy.”

Ledger didn't respond, instead turning to look at the train. If he was doing his math right, there may just be a way to go back, sneakily do what he felt he had to, and still be back in time for dinner... Tomorrow. And he would have to burn through a lot of magic, but for this...

Midnight would have to let him go first. And she didn’t seem intent on doing that anytime soon. Pinkie eventually pulled back and giggled. “In times like this, you just gotta smile and laugh the darkness away!”

Midnight sighed, before she took a deep breath. Amy would tell her the same thing, to smile a true smile. Even Ace would say something like ‘If something gets in your way. Punch it in the face!’

So she grabbed her negative feelings and did just that. The train whistled as it pulled out of the station and soon the party of ponies was all that was left on the platform. Ledger sighed, his colors under his disguise flickering back to a sort of slate grey. Without the train, getting back to where they had come from would be nigh impossible... At least, doing it in any sort of reasonable time frame. He then turned back to the pink pony and cracked half a smile.

"So, about that Princess?"

“Oh yeeaahhhh!” Pinkie said with an impossibly wide smile. “She’s probably in her shiny new castle! You can’t miss it really!” She gave them one last hug and smiled again. “Well, I gotta set up a party! Have fun you guys!”

As the Pink Pony bounced off, Ledger watched her go and saw the tip of a huge crystal structure on the horizon. It was hard to see it for the town between them, but it did resemble a place that the four of them had visited once. Only it looked a little less, oh what was the word?

Subtle.

"If she were a Prince instead, I would say that she might be trying to compensate for something," the drone said as he caught his first sight of the castle of crystals and friendship. "And what was wrong with her last place that she had to move into this one? It just doesn't seem like her from everything that I've read."

“Well, maybe she’s letting the power of being a Princess get to her?” Scope suggested. “Let’s just hope this one isn’t run by a sentient artifact.”

Midnight gave her head a shake and smiled again, this time, a more happy one. “Okay, let’s go and see a Princess...for, whatever reason it was again!”

"Luna told us to," Ledger helpfully supplied. Eventually he let go of Midnight and gave her a quick peck on the cheek. Getting back on all fours, he looked at the other mares and quirked and eyebrow. "Shall we?"

They nodded and headed for the crystalline structure, unsure of what might await them there.


During the trip, Apple Cider had parted ways with them, insisting that she go off and see Applejack about staying a night or two. The three continued to head for the palace, and once they stood outside, the two mares glanced at Ledger.

“You wanna ring the doorbell?” Scope joked. They hadn’t seen any Guards, despite the fact that this was the castle of a princess. A giant, shiny as hell crystal tree. It clashed so badly with the rest of the town it was ridiculous.

"Point one out to me, and sure," Ledger joked back. There was no obvious doorbell on the outside of the massive crystal doors, but he sure as hell wanted to ring whatever doorbell would go with this massive castle. Mostly out of morbid curiosity as to what it could possibly be.

He never got the chance as the massive door creaked open and a small purple dragon poked his head out.

“We’re not giving tours, Princess Twilight isn’t signing autographs and no, you cannot sit on the-GAH!” Midnight tackle-hugged the little lizard with a happy squeal.

“Spikey!” she giggled.

"A baby dragon?" Ledger had read about the incident, certainly. But there was something to be said about seeing such a small drake in pony rather than just reading about Twilight hatching him.

“And one that Mistress knows apparently,” Scope nodded as Spike tried to get away from the crazy Thestral.

“What are you...wait?” Spike stopped and looked at the mare. “I know you...”

“Well of course,” Midnight said as she put him on her back, nuzzling him in the process. “One simply does not forget the handsome little drake that gave her a Hearts and Hooves day card. I still have it by the way.”

“Gah! Midnight Song?” Spike blushed profusely as the mare walked deeper into the palace. “What are you doing here?”

“Hmm, came to visit Bookworm under Moonbutt’s orders,” she replied. “Oh!’ she turned and pointed at Ledger and Scope. “These two are my special someponies. Special someponies? This is Spikey~ Bookworm’s wonderfully handsome assistant.”

"A pleasure," Ledger said with a small bow of his head. "My name is Level Ledger, the current head of Pegasus Air, and one of Midnight’s handlers. Keeping her from falling back into her old ways used to be our job." And I would give anything to hear her talk like that again...

“Yeesh, you have your work cut out for you then,” Spike snarked as Midnight turned and trotted into the palace. “Oh, Twilight should be in her study I think...just,” he scratched his head. “I have no idea where that is. You think the Tree of Harmony would have at least made a map or something for this place.”

"I get the feeling if I called my name, I would hear an echo before we got the reply from Princess Twilight," Ledger observed with no small amount of snark himself.

“Oh yeah, I’ve already done that a bunch!” Spike grinned and cupped his claws together. “ECHO!” he called out.

“Shut up!” Twilight’s voice echoed back in the distance.

"... On the bright side, we found her." Ledger's grin could not be any wider. Midnight noticed and decided she was going to have an immense amount of fun with this. Spike called out a few more times and they followed the mare’s voice until they found a room with a sparse amount of books, a few scrolls and a small purple alicorn hunched over a desk.

“If you’re here about my book order, just put them over there,” she gestured with a wing. “I’m a little busy right now, so forgive me if I can't tend to all your needs.”

Midnight smirked widely as Spike clamped a claw over his mouth. The Thestral stalked forward as Scope poked Ledger to stop her.

“Oh?” she purred, draping her hooves around Twilight’s neck. “But I think you could tend to all of my needs~ Little Bookworm~”

“YEEP!” Twilight squealed and teleported from her grasp, now hiding behind Ledger. “Who? What? Midnight Song!?

"Apologies, your highness," Ledger said to the mare taking cover behind him, "but Midnight has apparently made it her mission to kiss all the Princesses. I would have stopped her if I had remembered in time, but I was busy coming up with a witty comeback to your earlier remark. Namely, 'I only have the one book and I'm loathe to loan it to anyone.'"

“Ah!” Twilight took a step back as she assessed the situation. “I didn’t realise I had guests. Spiiiike! Why didn’t you say anything?”

“Cause this is hilarious,” Spike grinned as he fist/hoofbumped Midnight. Twilight sighed and shook her head.

“Forgive him,” she said. “Ah, I am Twilight Sparkle. How can I help you today?”

Midnight grinned sharkishly and opened her mouth-

"I don't rightly know your highness, Princess Luna is the one that suggested we come here for... Various reasons. I would have to ask a few questions in order to determine whether or not we should remain. A few very leading questions." Ledger glanced over to Scope as he said this, trying to make sure she at least was on board with where this discussion was going.

The nymph nodded. “Princess-”

“Please,” Twilight smiled. “Just call me Twilight. The whole ‘Princess’ thing is just... I do prefer we be a little more familiar.”

“Oh, I’d like to get very familiar with you~” Midnight said, moving closer to her as Twilight used Ledger as a meat shield.

"I'd stop her, but I'm actually trying to encourage this behavior." Ledger did however oblige the lavender princess by not moving.

“Why would you encourage that?” Twilight replied with wide eyes. "And um, just who are you anyhow? Why did Princess Luna send you here?”

"Because the alternative is so much worse," the stallion said. " I would prefer you be comfortable, perhaps even sitting down, before we ask the questions leading to why Princess Luna sent us here."

“Is...everything alright?” Twilight asked as she led them to another room she had claimed as her reading room. Again, the number of books present were sparse, as in, none at all. Just a couch, two large chairs and a fireplace.

“Everything is fine Bookworm,” Midnight said. “Well, for the most part. If you don’t count Tirek, Discord, kidnapping, psychological scarring, our issues in general, which could fill this castle ten times over that is.”

Twilight and Spike just blinked slowly as the dragon looked as his sister. “Um..is this one of those ‘I should go and get the girls’ things?”

Twilight just nodded as the dragon jogged from the room. His little waddle really was adorable.

"Well I suppose now that he's out of the way, we can get to the more interesting questions," the brown unicorn mused aloud. He looked at Scope and raised his eyebrows again. If he kept this up they would fly right off of his face. Scope just shrugged and looked at Midnight for answers.

Midnight sighed as she looked at her lovers. “Okay, let’s get some introductions out of the way. Firstly, this is Twilight Sparkle, Equestria’s biggest bookworm. Booky, this is Level Ledger and Scope Lens. They're my special someponies. Yes, ponies, plural. I have multiple partners. A herd would be the technical term.”

Twilight blinked as she tapped her chin with her hoof. “But, there hasn’t been a herd in recorded history since...” She turned to fetch her book on Equestrian history...only to remember she no longer had a book on Equestrian history.

Then the three were treated to the sight of a sad Twilight Sparkle, something that moved even the stallion. So much so that he did something that normally he would never consider.

He pulled out his book of his saddle bags and began flipping through it, starting from the back and working until he reached the point at which the relationship between himself and Midnight and Cider had started. "Hmm, haha, something along the lines of 157 years ago was when the last herd was officially dissolved due to one of the last few members passing." The Unicorn casually ignored all the laws of space and time his book seemed to be breaking during the massive flip-fest. There was no way a normal book could fit that much paper inside that small a binding.

Twilight stared at the book, like a Manticore at it's prey. “T-That book... what is that? Its so big...”

Ledger blinked and closed the book before looking at the binding. He turned it one way, then another, before shrugging and putting it back in his saddle bags. " My uncle gave it to me, and showed me how to add more paper to it when I ran out of blank pages. I guess I just... lost track...of how much was in there?" It sounded legit to him.

Twilight’s mind went to work, and for Ledger, this was a buffet of the highest caliber. “Is it some sort of pocket space spell? Or perhaps a spacial distortion? Hmm, I bet if I-no, that won’t work. I could get my...no, don’t have it anymore...” She was lost now, off in her own little world when the simple answer would have been to just ask Ledger.

But where was the fun in that? Ledger flipped back to the back of the book, and begin writing something down even as he spoke up to the occupied princess. "I'll make you a promise," he said, not stopping in his scribbling for a moment even as he waited for a response.

“Huh? What sort of promise?” Twilight asked, snapping out of her thoughts. “Not a Pinkie Promise I hope?”

“Be careful,” Scope warned the young alicorn. “Making a deal with him is like making a pact with a demon. I’d rather take my chances with Discord.”

"I promise that if you're willing to listen and hear us out, I'll give you a copy of the spell I use to add more paper to the book."

“Hmm, that could be useful,” Twilight hummed, rubbing her hooves together. “But, why wouldn’t I hear you out?”

Midnight rolled her eyes. "He’s worried you're gonna panic over the fact he’s a Changeling.”

Twilight sat deathly still as she stared at the stallion. Then her horn flared and Ledger found himself encased in a magenta bubble.

“Hmm, perhaps he did have a good reason,” Midnight added. Ledger responded by panicking as he looked for a way out from his new prison. Midnight looked at Twilight and sighed. “Look, Bookworm. He’s a nice Changeling okay? Even Princess Celestia likes him. And Princess Luna sent us here remember?”

“What if she knew he was mind-controlling you-” Twilight started to say, and even through his panic, Ledger could almost hear the sound of something snapping inside the bat's furry little head. She took a few steps forward until her eyes were just inches from Twilights.

“You are a Princess, thus, I am sworn to protect you.” Her eyes narrowed and it suddenly felt very cold. “Even from your own stupidity it seems.”

“But I-”

“Do not assume such things about my beloved Princess Twilight. Let. Him. Go!”

The small Alicorn gulped and then slowly lowered Ledger to the ground, dissipating the bubble around him. Once she had, Midnight Song was all smiles and sunshine once more. Scope was still hiding behind her chair though. Seriously, forget the Princesses, Discord or Tirek. You pissed off Midnight, your life was forfeit.

Ledger slowly checked himself over, as if to make sure that all of his limbs were still attached after that scare. Once he was satisfied, though, he cast a grateful look over to Midnight. "There’s the Midnight I remember. Where have you been all this time?" The expression he received back just screamed ‘Do you really want me to answer that’?

“S-So,” Twilight said, taking a seat once again, but her horn still hadn’t stopped channeling a quick-fire defense spell. “You’re a Changeling?”

"Is it really so hard to believe that we're still living among you? After all, we're parasites, we literally can't live without you." Ledger made himself comfortable in a chair that he felt was far enough away from the princess that he wasn't in danger of being zapped without a chance to put up defenses.

“In a sense, yes,” Twilight nodded as the door opened and five mares, along with Spike trotted in. It didn’t take long for Ledger and Scope to recognise the Bearers of the Elements of Harmony.

‘I don’t like this. I don’t like this at all!’ Scope said into his head. ‘I want to leave. Now!’

'Benefit of the doubt, she's giving it to us because of Midnight, we can give her the same courtesy... Though let's not be foolish. I would advise you to have a teleport spell handy. I would do the same but they would notice.' Ledger smiled politely and nodded his head at the returning dragon and the other 5 mares to accompany him. Aloud, he said, "Ah, the former Bearers." Then he took notice of Pinkie and shut up. No more need to attract more attention from a Pink pony.

“Yeah, well we have a totally awesome new power now!” the blue Pegasus boasted. Rainbow Dash if he remembered correctly. “Those old things ain’t got nothing on us now!”

“Really? We have guests and that’s the first thing that comes out of your mouth?” Rarity sighed. “And such a handsome guest as well. I am Rarity darling, a pleasure to make your acquaintance!”

"Level Ledger, the new head of Pegasus Air, new being a relative term and all." The Unicorn nodded his head at the mare that had spoken, before quirking a small smile at Twilight. As if to say, 'look, I can be civil.'

“And now he’s going to be insufferably smug,” Midnight sighed aloud. “Look, I am too tired, too stressed and way too horny to deal with all this pretense bullshit. Ladies? This is Level Ledger and Scope Lens. They are my lovers and best friends. They are also Changelings and if you harm them, I will wreck you Understand?”

Everypony just stopped and blinked. The range of facial expressions was quite varied. Except for Fluttershy, she fainted about halfway through Midnight’s little speech.

“Eh, whatever,” Rainbow shrugged.

Rarity was giving Level Ledger a second look, wondering if she should retract her earlier statement. Applejack just shrugged. Cider had met her earlier and already told her everything.

Pinkie was already nuzzling Scopey, having discovered the adorableness of the little nymph.

Twilight looked at her friends and then back to the Changelings. “Oh great, now it looks like I’m the only crazy one.”

“Nah, we’re plenty more crazy than you,” Midnight said with a smile. “Plus, you’re adorable when you go a little nuts.”

“I know right?” Pinkie exclaimed.

"Though now I'm thinking twice about sharing that spell with you, if you're going to react this way to every unfamiliar thing." To say that Ledger was enjoying snarking at a Princess would be mildly understating it. Like saying the ocean was a little damp. Then again, she had earned it with that earlier stunt.

“Oh, I’m sorry! Should I not be concerned about a species that tried to kill my friends and I?” she retorted back with her own brand of snark.

Midnight and Rainbow sat next to each other, having gotten popcorn from somewhere. Probably Pinkie.

“Ten Bits on Twilight,” the cyan Pegasus said.

“You’re on,” Midnight nodded.

"And the fact that Midnight isn't dead isn't a clue that I might not have been hostile?" The snark was building to almost palpable levels. "Hay, I would risk my life for that mare. That's not to mention all the things we have done for each other, either. I think it's safe to say that if there's one Changeling that wouldn't hurt a pony, it would be me.”

“A fair point, but I have never met you, so your past credentials cannot be taken into account.” Twilight leaned forward, her eyes narrowing. “What if I were to, let’s say, walk into a Changeling hive disguised as a Changeling?”

“Depends on the Hive,” Scope spoke up. “Might be taken into custody though.”

“Thank you,” Twilight said smugly.

"The Silvers would probably keep you around, mainly because they wouldn't be able to dislodge you from their own library," Ledger observed aloud. "The other colors would probably ransom you to them for really high concessions. After all, we're not stupid, we do know who you are in the Lands. Once you and the library had your fill of each other, then and probably only then would your dearest mentor be contacted with your location and a small 'list of things we would like in exchange for having put up with the crazed lavender one.'"

Okay, Twilight had no idea how to respond to that. It didn’t stop Rainbow from laughing her flank off though. Until Midnight tapped her shoulder and held out a hoof.

“Damn,” she muttered as she forked over the Bits.

Fluttershy had finally woken up, and was now using Rarity as a shield when somepony mentioned that there were Changelings here.

Twilight sighed as she reclined back into her seat, her spell long forgotten as she verbally bantered with Ledger. “So, you have no idea why Luna sent you here?” she asked, changing the subject away from her.

"I have suspicions but no concrete information," the disguised drone said as he leaned back in his own chair. "She did say something about getting you in the loop regarding the peace talks and our kinds."

“Peace talks?” Wait! When did this happen? Argh, after Tirek’s attack everything was just so... Twilight needed to speak with Celestia.

“So uh, is there a reason y’all called us here?” Applejack spoke up. “While ah do love you girls, ah also have a lotta work t’do.”

Then a thought occurred to Midnight. Was that why Luna...? Hmm.

“Hey,” she said aloud. “What’s that ‘awesome new power’ of yours like in dealing with Dark Magic?”

Ledger jolted a little at the mention of his newfound powers, as he also considered their downsides. If these mares could get rid of that nagging voice in his head that told him to get back on that train and murder somepony...

“Well,” Twilight replied, not expecting that particular line of questioning. “When we used the...well, we don’t really have a name for it yet. But when we used the new magic on Tirek, we freed everypony’s magic from within him, and he was sealed away in Tartarus. I suppose in a way, it’s simply a more powerful version of the Elements of Harmony, which makes sense since we needed them to unlock it in the first place. Why do you ask?”

“Well,” Midnight hummed. “Hypothetically, if somepony had used Dark Magic, would your powers simply remove the Dark, or would they be sealed away like Tirek?”

"I'm so glad you're asking her about this before you ask them to blast me," Ledger snarked. He appeared to be in a mood. One involving copious amounts of sarcasm.

“Aw, that’s cause I love you silly,” Midnight cooed, kissing his cheek and earning a coo from several of the mares present.

“What? Why would we ‘blast him’ as you so eloquently put it?” Rarity asked.

"It would be easier to show you if it were just a little bit darker in here," the stallion replied as he looked around the incredibly bright castle. "It's not just called dark magic to be funny. At least, not in my case."

“You used Dark Magic!?” Twilight yelled at him, scaring the crap out of most of the ponies present. None of them had seen the little Alicorn blow her top so easily. “Did you even think before you did something like that!? Dark Magic consumes your soul! It eats away at you until nothing is left! Have you heard of King Sombra? What he did? That was after he used just a little!

"It was a combat situation with Midnight's life on the line! Given the opportunity I would gladly take the risk of temptation again just to save her! Perhaps I would resist a little harder from causing unnecessary harm, but if I didn't I would be a monster! And somepony is quite fond of thumping me when I call myself a monster." Even now the unicorn edged himself a little further away from the thestral next to him, in an attempt to avoid said thumping. He was still in range of her wings, as said appendages slapped him across the back of the head.

“Be that as it may, using Dark Magic is forbidden! For a reason!” Twilight sat back and rubbed her temples in frustration. Even Rarity looked a little exasperated, but their non-magic using friends looked a little confused.

“And besides, we don’t really know how this rainbow magic of ours works!” Rainbow said. “At least with the Elements, we just sorta gathered and blasted away.”

“Your explanations never cease to amaze,” Rarity sighed, mimicking Twilight’s facehooving.

“Ah have a question!” Applejack said, looking at Ledger and Scope.

"I make no promises about an answer, but I'll try," the brown unicorn replied as he looked at Cider's kin.

“Are y’all really Changelings?” she asked. “Ah mean, the last time we saw them, they just kinda hissed and tried to beat us up.”

“And on the other hoof, Chrysalis wouldn’t shut up,” Rainbow nodded.

"We appear to be being judged by the behavior of our less intelligent kin," the disguised drone commented aloud.

“Says the stallion that can barely function in the morning without coffee,” Midnight grinned at him. Spike shot a knowing grin at Twilight. He knew that feeling all too well.

"Mango," he fired back.

“Where!?” Midnight looked around, her ears standing straight up as her eyes widened with glee.

"It's good that we love each other, otherwise there'd be no living with each other." His wry observation delivered, Ledger gave her a quick peck on the cheek. Midnight frowned as she looked at him.

“You never joke about mangoes, Ledger. Ever.”

“I shouldn’t be so jaded about this,” Twilight replied. “But then, we have Pinkie Pie.”

“What about me?” Pinkie said, bouncing up and down.

“Back on topic,” Twilight sighed. She was going to need aspirin later. “If you really have used Dark Magic, then there is just no way to tell what effect our magic will have on you. And the fact that you’re a Changeling throws a much larger wrench into my calculations.” Twilight was up and pacing now, already deep in thought. Ledger frowned as he considered problem as well.

"There are more ways this could go wrong than there are ways this can go right," he eventually concluded.

“Yes, well...” Twilight paused in her wanderings. “Worst case scenario, you could be turned to stone or banished to Tartarus. Maybe something else entirely! This new magic has so many variables...”

"And I get to be the test subject for the experiment in using it," Ledger deadpanned so hard a pan actually fell down in the kitchen...that was located on the other side of the castle. "Joy."

“What? NO!” Twilight said, aghast at that thought. “I-We would never take such a risk, regardless if you’re a Changeling or not!”

“Yeah, I mean, Tirek was a monster. But you seem cool,” Rainbow nodded. “Not as cool as me, but still. You have potential.”

“Pfft, Levvy is waaay too much of a nerd to be cool,” Midnight giggled.

"Whose side are you on?" the unicorn asked the thestral. With a sigh, he turned back to Twilight. "So, if that's plan N, for never, do we have a plan A?"

“This will take research, a lot of research that will require books I no longer possess,” Twilight sighed.

“Tirek kinda blew up her library,” Rainbow said, before the other mares glared at her. “What?”

“It’s fine,” Twilight said calmly, though her emotions screamed otherwise. “Why would I be upset about Tirek vapourising my home and all the memories in it?”

The room fell into an awkward silence...before Ledger seemed to twitch and darken, somehow.

"Motherbucker did what?" he asked far too calmly. Twilight sighed as she led him to a window and pointed. Straight at the smoldering remains of her treehouse.

“Nopony was hurt,” she said. ‘Mental note, never tell Fluttershy about that beehive that was under her window.’ “But...all my books, my belongings? They’re gone.”

Ledger twitched again. He should really see somepony about that. "He did what to all those books?"

“I think the blackened ashes should explain well enough,” Twilight sighed. “I have replacements coming from Canterlot. The library I had there, as well as a few from the Archives and Princess Celestia even promised a few from her personal collection.” But other, more special ones, like her diary, her photo album, and her first edition Daring Do collection?

"...Tartarus, you said? Pardon me ladies, I have a centaur to go to destroy." The funny part was, Midnight couldn't tell if he was being serious or not. He certainly seemed to act that way, the way he turned away from the window with an angry expression on his face.

“Ledger, you are not going to Tartarus to destroy a being that even I couldn’t,” she said, pulling the disguised bug into a hug. “Though you are adorable when you’re trying to be a badass.”

"M’not adorable, I'm filled with the righteous anger of all the slain knowledge that I didn't get to read," the changeling protested as he half-tried to get out of the hug.

“Don’t worry, you’ll get to storm the Gates of Hell once we fix your darkened soul,” Midnight said, rubbing the Changeling's head. “So Princess Bookworm, can we fix my broken bug?”

Twilight frowned, but she was already versed in not taking anything Midnight said seriously. Well, aside from when she mentioned that...stuff. “Like I said, I have to research. And having his help would be nice. I know next to nothing about Changelings. I also need to know the type of Dark Magic he used, the quantity and qualities of the spell or spells.”

"Looks like a royal sleepover for me," the stallion said as he looked at Applejack. "Would you tell Cider?"

“Ah reckon so,” Applejack nodded. “Hmm, reckon we could all use a good night after whut’s happened. Whataya say Twi?”

Twilight looked at her friends, Pinkie was practically...no wait, she actually was vibrating she was so excited. Everypony else seemed to be in agreement and as she looked around the massive, empty halls, she nodded all too quickly.

“Sounds good,” she agreed. “Spike, take a note please?”

The drake nodded and produced a quill and some paper. “Okay, fire away!”

“Dear Princess Celestia.

“I understand that you must be extraordinarily busy, but I really need any books you have on dark magic. There is some...pony that I need to help.

Your faithful stu- Er, scratch that.

Your friend. Twilight Sparkle.”

Spike finished and inhaled, before igniting the message and the smoke wisped away, dancing on the wind towards Princess Celestia.

"Well, I have my book so I'm all set. The others probably have a little more than me, so maybe I should help them get settled in before we start anything, your highness." Ledger tried to make good his escape from Twilight and her OCD... At least before it was too late.

“Well I have to wait and see if the Princess replies,” Twilight said before Spike gagged and then let out a massive belch that rattled the walls. A gout of green fire deposited a suddenly appearing bound scroll and several books in front of Twilight.

“Urgh....that one was a bit...bleh...” Spike rubbed his stomach. “She could have at least sent them in lots.”

“Thanks, Spike,” Twilight nuzzled him before reading the letter and looking at the books. “Well I’ll be...you really are a Changeling.”

"I was fairly certain I was," he riposted. "You don't mistake a face like mine in the mirror for anything but."

“You haven’t shown them yet,” Midnight poked at him. “Ah well, maybe later.”

“Well, guess ah’ll head home and get Cider and mah things,” Applejack nodded. “See y’all later?”

“Yeah, I still have some weather stuff to do,” Rainbow nodded. And the others also voiced their need to complete a few errands before tonight.

“Wanna look around the town?” Midnight asked. “See the sights, take in the culture? Find a nice secluded spot so you and I can-”

Ledger responded by walking over to Twilight and throwing a foreleg around her withers. "Science?" he simply asked. The mare looked only moderately uncomfortable at the strange stallion touching her.

Midnight on the other hoof, just stared at him and then shot an icy glare at Twilight. “Fine, have your fun then!” she grabbed Scopey and headed for the door. “After all,” she called out. “Why would I want to spend the day with the stallion I care about!?” she yelled as she slammed the castle door shut.

“Whooey! She looked madder than a timberwolf in a forest fire!” Applejack whistled.

“Darling, I believe that was an unwise move,” Rarity nodded. Ledger sighed before nodding as well.

"Most likely, yes, yes it was. However, me going after her would be even worse, and actually, her being mad at me is a good thing. For reasons." The stallion looked at the door before shaking his head. "Best to let her be and cool off without me."

“Well, if you think that’s for the best,” Twilight said. She wasn’t so convinced...but then again, love made no sense to her. It was so unpredictable and way too full of variables and unknowns.

“I’m not so convinced,” Rarity replied as the rest of the mares headed out. “But if you need help patching things up tonight. We’ll help you out okay?”

"The only thing I can think of that I might need is a pint of mango ice-cream. Either to distract her or get her off of me. Can you tell Pinkie about that?"

“Already on it!” Pinkie said, from right behind him. Fortunately his earlier exposure to her had awoken his latent 'Pink-reflex' so this time he didn't jump nearly as far or scream nearly as high.

Once he had a moment to cool down, the Unicorn fixed her with half a glare. "Pink ponies are going to cause a heart attack in me one day," he grumbled.

He also heard Rainbow cackling in the background. Something about ‘screaming like a little filly’.

“I know the feeling,” Twilight said with an exasperated sigh. She and her friends had maxed out their ‘Pink-Reflex’ stats a long time ago. Pinkie still managed to surprise them on a daily basis.

Soon, the pair were left alone and Twilight wore a light blush on her face a she sorted through the books she had been sent. Ledger raised an eyebrow as he took in the scene. "Is there something wrong?" he asked after a moment more had passed and she didn't seem to be getting any less red.

Twilight flinched and looked at him sheepishly from over the edge of the book she was reading. “Oh! Um...I guess...I just realised, that this is the first time...I’ve been alone with a stallion...”

"Well, if it helps, I promise to only do things you're comfortable with," Ledger said, quite aware that this situation was a weird sort of mirror of how he and Midnight had first spent any time together. He was unused to the idea of being the one in charge of the situation in any fashion, so he simply sat back and let her have control.

Plus, there was no way he was going to remind her that he was actually a changeling drone. She was plenty flustered as it was. No need to go ahead and give her more reasons. As well, she was in fact a Princess! She had an immense amount of power, magical and otherwise. He did not need to be looking to add an alicorn to his herd! Though, he knew Midnight might not mind...

A small part of him, a small, rational part of him, realized that was the worst making-up gift ever. 'Hey Midnight, I know you're angry at me, but here, I got you an alicorn to molest. I only lightly touched her, you can have all the fun firsts.'

Thus, he shut down that line of thinking as quickly as it had appeared. He blamed Midnight for it being there in the first place. Perverted bat. She really had rubbed off on him.

“Um,” Twilight peered at him. “Is there...a reason you’re staring at me?”

"Lost in thought, dangerous territory. Especially with a certain thestral having influenced my mind for the past few months." The Unicorn stallion rubbed at the back of his head with one forehoof a little awkwardly, only adding to the tension in the room.

“You aren’t....going to steal my love are you?” Twilight said, backing up slightly and using an open book as a shield. Between the way she said that, and the fact she was being as adorable as all get out...

Was. Not. Helping.

"That's mostly what a Black does, and we're kind of trying to avoid that fate for me, in case you've forgotten." Ledger pulled out his book from his saddlebags and flipped open to the black bookmarked section. "Anytime you're ready... Any day now..."

“Um, right, science.” She moved closer as she looked in the book. She scanned the page a few times and fowned. “I...can’t read it. What language is that?”

"Changeish, with a major enchantment written into the very text to make sure that only a Black would ever be able to read it. I can translate for you, but I'm not sure what good it would do if I have to keep reading the same words over and over." It was only then that he realized the error he had made in stating those facts so soon after some others.

“Uhh...” Twilight started to back away again. She was like a cute little purple yoyo. “Should you really be reading that then?”

“It's an account by the first Black, about the process of becoming a Black and all the things that they can do. It's also the only thing to a survive the utter destruction of their Hive, so like it or not, it's my information source about this affliction I appear to have." Ledger reached a familiar page about Umbramancy and smirked slightly at the memories it conjured. Shadow-form had been so fun... Up until it wasn't...

Twilight’s eyes suddenly shone as she summoned a long scroll and a quill. “We need to make a checklist!” she said with a surprising amount of excitement. “Ooh, this will be so much fun!”

"I'm mostly hoping we can use whatever is in this book to figure out what's going on with me and possibly stop it," Ledger grumbled good-naturedly. "I'd like to be able to think hostile thoughts without having to wonder if I'm going to give into the temptation to kill somepony.”

“Uh, yeah, we’d better curb those thoughts pretty quick.” She stood up and moved to get a fresh inkpot, only to trip over the stack of books at her hooves. Her eyes widened as time seemed to slow, her muzzle racing to greet the hard crystal floor-

That was when Ledger exploded.

Okay, maybe exploded was a little harsh. He did, however, certainly dissolve into a mass of writhing shadows that moved to catch the lavender alicorn before she could painfully impact the floor. Either he had been practicing, or shadow manipulation came really easy to him now that he knew about it.

The mass of darkness coalesced back into his unicorn form about 5 feet away. "You ok?" he asked Twilight.

Twilight blinked as she processed what had just happened. She tripped, then he turned into shadows and...

“Was that Umbramancy?”

"Ten points to the studious alicorn," Ledger said with a nod. "Umbramancy, by itself, is naturally grey... It's just also a really good medium for moving some of the blacker, darker arts."

“I know a little about Umbramancy,” Twilight said as she closed her eyes, and her horn began to pulse with a dark light. And when she opened her eyes, her irises had turned red, while the whites of her eyes had turned a sickly green colour. Wisps of purple energy flowed from the edges of her eyes and after a few seconds, the power faded and she shook her head.

“Geh, gives me a headache though.”

"Perhaps the fact that I'm not a pony is helping me avoid a headache?”

“Maybe,” Twilight went to tap her chin before she blushed again. The stallion had just saved her from an unfortunate fate. “Oh, um...thanks, for helping me.”

"Don't mention it... Seriously, don't mention it, Midnight tends to whap me everytime I go Shadow Form around her. But it just feels so right, stretching my new magic. As long as I don't go to Black stuff, I'm fine."

“Midnight is right, you shouldn’t use it at all until we know what it’s doing to you. Physically and mentally...” Speaking of that. “Um, if you like, you don’t need to remain disguised in here. Nopony in my home will hurt you.”

Ledger responded by shooting her look that was so deadpan that she was glad she wasn't a baking implement. He went to open his mouth to add to the sentiment-

“You do remember that I know you’re a changeling right?” Twilight replied with her own deadpan stare, her tone full of snark for good measure.

"Remind me, who put who inside of a holding bubble, again?" And now the sarcasm was starting to become a physical thing congealing on the walls.

“Oh for the love of- One. Time!” Twilight said with a roll of her eyes. “I could have teleported you into lower orbit. Now. Are you going to strip off that disguise or do I have to make you!”

"And comments like that are supposed to inspire trust?" Ledger rolled his own eyes before staring back at her. "I want the strongest promise you know how to make you will not freak out at my real form before I decide to do anything."

Twilight sighed and made a crossing motion across her chest with a hoof. “Cross my heart, hope to fly. Stick a cupcake in my eye-OW!” she winched as she actually poked herself in the eye. “Every. Bucking. Time...”

If the stallion thought the motions were weird, he didn't show it beyond a quirked eyebrow. He raised one hoof and closed his eyes as his horn glowed slate grey. As though it were slowly dissolving off of him, his disguise melted away to reveal the grey-ish Changeling underneath.

The fear Twilight felt was real.

The thought of breaking a Pinkie Promise? That was way more real. So, she decided that an academic approach was necessary. When she thought about it, nopony really knew much about Changelings. She hadn’t even noticed that her horn was glowing, already making basic sketches and writing down her thoughts as they came to her.

“You look...different from the Changelings I’ve seen in the past,” she said as she walked around him. This felt...different to when Midnight was studying him. “You’re larger for one, and you have an iris...hmm, your shell seems a little thicker and you have less holes in your legs.”

"I'm no ordinary changeling, I'm more like a Noble, I suppose would be correct term, but I'm nothing like the ones I've heard about from Canterlot. Changeling Nobles actually are better because of their blood rather than just thinking they are." The drone wasn't unfamiliar with the sensation of being studied, so it was only mildly uncomfortable. As opposed to being completely invasive.

“So, a species variant, like Pegasi, Unicorns and so on,” Twilight’s quill continued to dance on the pages. It seemed to be a more focused version of the spell that Ledger used. But rather than multiple pages at once, it focused on one, but wrote down thoughts as she thought them.

"Something like that," he agreed as he watched the quill dance on the page. "We have those that are better than others, those that are handicapped, and those that fall in between. My older step-sister, for example, is one of those that simply can't transform. That's why she puts so much work into her art and her illusions; they're her only line of defense, and the one is easily exchanged for another in her eyes."

“Interesting,” Twilight murmured. She couldn’t believe that she was talking to a Changeling like this. And so much knowledge! She was beyond curious as to what lay inside that thick tome of his as well. And Changelings had siblings? So that hinted at family structures, hierarchy and the like. The social studies alone could fill a library! But they also had to solve this Dark Magic dilemma and that meant all of this had to be put on hold. She wasn’t going to risk somepony's life just to sate her knowledge.

It was also around then that Rarity re-appeared, looking at the two with a wide smirk.

“Well, well...what ever could be happening here?” she smiled as Twilight flinched. “Aren’t you a little old to be playing doctor?”

“I-I-I-It’s not like that!” Twilight turned a deep crimson. Sweet Hives was she cute when she blushed.

"I thought you wanted to examine me in excruciating detail for some reason," Ledger said with a small tilt of his head. "Is the visual inspection over then?"

“Ohh~ So were you planning on a physical one then?” Rarity giggled as she walked in. “Well don’t mind me Twilight darling. In fact, I could offer you a few pointers~”

Twilight had now buried herself under her books like a lavender hermit crab. One could still probably see the blush if they looked hard enough.

"Ah well, I'll just read my book until you decide to come out again," the drone said as he pulled said tome out and began flipping through it. "Madame Rarity, a question. Does this town have anything relating to beauty or image upkeep? You seem like the pony to ask."

“Your taste is impeccable darling,” Rarity chuckled. “Yes in fact. Ponyville is home to one of the most wonderful spas in all of Equestria. Hmm, and speaking of image upkeep. I think that lovely batpony friend of yours could use it. I mean, a blue scarf and gold metal boots with that fur colour?” The prim Unicorn suppressed a shudder.

Ledger actually snapped his book shut as he glared at the white unicorn. "Okay, point A. Those were gifts from Princess Luna herself. Point B. They're covering up some rather nasty souvenirs she picked up from our latest misadventure. Point C. The reason I ask is because after everything she's been through she bucking deserves it, especially if they have a way to help her regrow her coat in those areas." Throughout his rant, Ledger's color scheme seemed to darken, bit by bit.

Rarity’s eyes widened, not because of the changeling stalking towards her looked rather angry. Okay, maybe a little. But it was also because she realised that she had royally bucked up.

“Darling, I am sorry. I had no idea she was covering up something like that.” Even Twilight had come out from her hiding place now. “Please, let me make it up to you.”

"... You apologized," he eventually said. "That's the important part. It's not me you have to make it up to. Even if she wasn't here to hear it, I think Midnight deserves the apology a little more than myself." His color scheme eventually returned to being slate grey.

“Of course...oh, IDEEEAAA~!” she sang out and placed her saddlebags on the floor. “I’ll be back in a little while darlings. I have a lovely young mare to pamper!” And with that, she dashed from the room. Well, elegantly strode anyway. She didn’t want to mess up her mane.

Twilight just looked at the Changeling, after he had done quite the impression of a mood ring. “Hmm, maybe we should also focus on keeping your mood light as well.”

"Good luck with that, the mares I love aren't here, and I don't see you volunteering to keep me in line with hugs and kisses." Or the possibility of more, but let's not mention that. Poor dear seems flustered enough as it is.

“Oh, um...well you are a Changeling I guess,” Twilight flushed again. She took a tentative step forward and bit her bottom lip, before she gave the surprised drone a brief hug.

"...You...do realize I was joking, right?" Joking or not, the hesitant affection had done its work; Ledger was closer to being silver than at any other point in the day so far. Twilight blushed again as she looked at the results.

“W-Well, it seemed to work...you are supposed to be silver right?”

"That is my normal color, yes, but I would really rather not push you into doing anything that you're not comfortable with. I mean despite the fact that you are a princess, it would just be rude and disrespectful." Ledger had well thought-out, logical reasons as to why the mare hugging him should not be hugging him.

“Right, of course,” Twilight coughed as she broke the hug. “But, perhaps curing you might be that simple. Hmm, I wonder if the new magic I acquired had anything to do with it? Maybe a prolonged dose? Or something... ” While she had her serious thinking face on, she still had a blush and it didn’t take a genius to figure out what tracks her train of thought was speeding along.

"I am NOT taking your first kiss. I am NOT so important as to warrant the loss of that sort of moment between yourself and...whoever you decide is worthy of it."

“I...what!?” that train of thought derailed and exploded into a ball of flame. Then Celestia came down and dropped the sun on it for good measure. “I wasn’t planning on- Wait? First kiss?”

"The fact that you're blushing so much around me indicates that you are inexperienced, perhaps virginally so. Add in the fact that you resemble a tomato from merely hugging me, and..." The drone trailed off, letting Twilight fill in the blanks herself.

“Well maybe I haven’t done...that...yet,” she couldn’t even mention the word. “But I have totally kissed somepony before!”

"Somepony that you weren't related to? Oh, and let's exclude Celestia from this as well, due to the whole mentor-student relationship you two have." The challenge in his eyes was clear to anypony.

And Twilight rose to the challenge like a champ. “If you must know it was....” she murmured so quietly that even his hearing couldn’t make it out.

"I'm sorry, did you say something?" he said teasingly.

Twilight scrunched up her muzzle and frowned. “I said it was Midnight Song alright!”

"... Sweet Celestia, she already got you?" Ledger was more than a little stunned by this revelation.

“It was a few years ago, when I was still living in Canterlot as Celestia’s student,” Twilight explained. "I was studying with a...well at the time she was just another student. But I guess she was the closest thing I had to a friend. Anyway, Moondancer and I were going over Starswirl's Fifth Element Theory when her marefriend stopped by. They took a break to...well, study each other's mouths. I happened to say what was so good about it, that you’d rather do that than learn about Elemental Theory... I’m sure you can guess how Miss Midnight responded.”

"The way she always does, taking it like a challenge." Ledger rolled his eyes as he considered the antics of his love. "So besides Midnight, which I'm not sure should really count considering how she seems to get at everypony, have you kissed anypony else?"

“Well...no,” Twilight said, rubbing her leg. “But you said name one and you never ruled Midnight out as part of your terms. So I win.”

"Actually, I merely asked you to name somepony so I could gauge how experienced you are. I was expecting some sort of list of names. The fact that you only have the one name to fall back on, and the fact that it belongs to Midnight, does not speak highly of your kissing prowess." If the drone looked any more smug, some sort of smug singularity would open up around him.

“I’ve read every book I had on the subject!” Twilight countered. “Hay, I bet I’m a better kisser than even Midnight now!”

"She has experience, the sort of thing book learning one day hopes to be. Rather fitting comparison now that I think about it..." Ledger trailed off as he considered the idea. Twilight frowned at the fact that this bug was questioning her knowledge.

“Well, whatever! So there’s something I don’t have experience in. Big deal!” Twilight huffed.

"And I earnestly hope that your own journey into this sort of thing is gentler and more pleasing for both yourself and whoever you choose to journey with than mine was for me," the drone replied just a touch too quickly to not be suspicious.

Twilight paused as her mood came down to a more respectable level. “You...had troubles with Midnight?”

"Not her. Crazy nymph from the homeland. Pop quiz, how do female insects attract a mate?" He looked far too calm for the topic he was now discussing.

“Well, generally they use pheromones, bright colours, that sort of thing,” Twilight replied. Ledger merely nodded once, waiting for her to get it. Namely, did the males have any control during this?...

“Wait, female changelings use pheromones?” Twilight had started writing this down again. “But why didn’t Chrysalis use...well, I guess Shiny isn’t a Changeling so.” She frowned as she realised she was getting off topic again. “So, were you...against your will?”

"If she at had least been kind, cared about my well-being afterwards, maybe I wouldn't have minded... But she was more like a praying mantis that a pony." Let's let the implications of that sentence sink in...

“A praying mantis kills it’s mate after...” Twilight suddenly turned a rather interesting mix of green and white. “She tried to kill you!?”

"Funny part? I still don't blame her. She was fed bad intel all her life about what would happen if she got caught with me and certain things were failed to be done to me. I probably only escaped because she didn't want to chase me." That, and most of those punishments are really hard to do to both parties if you don't have both parties.

“Midnight must seem so...different in comparison,” Twilight chuckled as she looked over the mountain of notes she’d taken so far. So little time, already learned soooo much. Awkward conversation was totally worth it to learn all this.

"She's a breath of fresh air, one I wasn't even aware I needed. It's why... Seeing her so... Broken, hurts so much. She and I, it almost felt like it was meant to be, the way we played off of each other. The way we fought, made up. Lived together, loved each other. And then-" the drones started talking and cursing in a language composed of clicks and chirps as his colors steadily drifted down from silver towards black again.

And once again, he found a pair of lavender hooves hugging him, slightly less awkwardly this time.

“Hey, I get that something bad happened,” Twilight said softly. “But, you can’t let that stop you from loving Midnight so much. I’m sure, that she hurts now. And that’s why she needs you to be you for her. Think you can do that?”

The drone sighed, but his colors did start to brighten a little bit at the hug the alicorn was giving him. " I suppose, since you asked so nicely I can try," he said with a lightly jesting tone. Twilight nodded and paused for just a second before giving him a kiss on the cheek.

“Good stallion. Now, let’s get back to our research!” She trotted back to her books, but her hips had a slight sway to them. One that Ledger, thanks to his time spent around three attractive mares (despite what one of them might say otherwise), couldn't help but notice.

And then immediately mentally berated himself for noticing it in the first place.

Rule number one of interacting with the princesses was: If you are not Midnight Song, you do not hit on the princess!

The drone coughed awkwardly before opening his book to the black bookmarked section and quirking an eyebrow at Twilight. The young princess was currently engrossed in a book about dark magic cleansing, her eyes sparkled as she seemed to absorb the knowledge.

Maybe if he spoke up? "Perhaps it would help to hear about the type of dark magic corruption I am going through before we administer healing techniques?"

“It would be good,” Twilight said as she floated a quill and paper over to him. “Get writing while I read these,” she now had three books circling her, reading from all of them. “The girls should be back soonish, and once they are, studying will be all but impossible.”

Ledger nodded as he flipped to the appropriate page and began writing the translation. "Okay, step one, check. Step two, in progress. Step three is what you really want to know about, so I'll just write that down." His quill flicked at a slower pace, but that was because he had less to write, and he wanted to make sure he got it right.

Soon, the only sounds heard in the room were scratching quills and thoughtful hums. And the Changeling drone that wrote away from his secret book?

Never even noticed the occasional glance a small purple alicorn would sneak at him.

Author's Note:

And so we require another character tag. One moment while I edit that in...

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