//------------------------------//
// Changelings Aren't Scary 
// Story: Changelings Aren't Scary 
// by OutOfTheBlue 
//------------------------------//

"Miss Heart, when am I going to get a family?"

Tender Heart, the matron of the Mareappolis Home for Orphans, sighed and plastered a happy smile over her sad face before replying. It wouldn't do for the poor colt to see her down.

"Oh, Grove. I'm sure that the family that is going to love you is out there somewhere. For all we know, they could be on the other side of Equestria. So be patient, they'll come."

Walnut Grove smiled before settling back down into his bed. Tender Heart closed the door and walked down the hall. Once out of earshot, she allowed herself to heave a weary sigh.

"Oh Grove. Poor, sweet Walnut Grove. I hope somepony comes for you soon."

Walnut Grove was one of the few foals in the small orphanage, and had been there for as long as he could remember. It wasn't that he was a bad foal, or an ugly foal. The problem most ponies looking to adopt had was with his... peculiarities. Walnut Grove was a light brown earth pony of six years of age with a dark brown mane and tail and deep, violet eyes. So in that regard, he wasn't very different from the other foals. But his interests, well, that was a different story.

Now, don't get me wrong. Walnut wasn't the type of foal that killed cats for fun of enjoyed hurting others, but he did have different tastes than other foals. If you ask a foal what animals they thought were cute, most would reply with the usual: kittens, puppies, squirrels and the like. Walnut, however, liked animals like spiders, bees, snakes, cockroaches and other creepy-crawlies. He could almost always be found playing with said creatures or inventing games that involved lots of hiding and watching ponies. Especially... disturbing... was his penchant for watching other ponies sleep. Many a night Tender Heart would wake up to find him standing at the foot of her bed, staring at her with a little smile. This always scared the living daylights out of her and when asked he would just scuff his hoof and mumble,

"I just like seeing how calm and peaceful you look. It sooths me."

Yes, Walnut was a strange foal. And sadly, if Tender Heart was being honest, he'd probably never be adopted. As she turned in for the night, Tender Heart did a quick search to ensure Walnut wasn't hiding in her closet again, or in the shower, or the wardrobe, or her sock drawer. With a yawn she turned out the lights and went to sleep, careful to avoid sleeping in such a way she might get spooked if Walnut were to come for a "visit."

Meanwhile, in Walnut's room, Walnut was having trouble sleeping. Now, he always had trouble sleeping given he was prone to having nightmares, but tonight something else was keeping him awake.

Miss Heart said my family was out there somewhere, but what if they don't know I'm here!? What if... I should go to them! Of course!

Walnut slipped out of bed and grabbed his little saddlebags. He packed only the essentials: peanut butter crackers he'd snuck from the kitchen, four juice boxes, his little flashlight, his adventure book (a small, raggedy journal Miss Heart had bought him.) and finally his only possession. He'd been told his parents had gotten it for him and left it with him when he first came to the orphanage and he'd read it every day ever since he could read. His own copy of Willy the Weasel And the Big, Big Forest.

Any adult could tell you that this ragged, old book was a pure bit of nonsense, but to Walnut, this story was his one true dream. In the book, Willy the Weasel goes for a swim after school one day only to find himself swept away by the river he was swimming in. He washes up in the middle of an area of the Big, Big Forest he doesn't know. He tries to find his way home and along the way encounters such characters as Sammy the Spider, Sylverster the Snake, Barry the Bee, and Connie Cockroach who all give him helpful advice on how to get home. Eventually, he makes it back to Sunlight Glade and goes home to his mom and dad who then tuck him in and sing him a lullaby.

So armed with his book and supplies, Walnut snuck out of the orphanage and headed towards the Big, Big Forest. Now, to Walnut, the forest near Mareappolis was the Big, Big Forest from his story book. All of us already know that no such place actually exists given that would be a peculiar name for a forest and terribly unoriginal. No, anypony else could tell you that wasn't Willy the Weasel's Big, Big Forest, but the infamous Everfree Forest. Home not to a lovable weasel and his family, but to a whole slue of dangerous and strange creatures that would love nothing more than to eat a naive little colt for tea. But Walnut didn't know that, which is why he immediately marched straight under the foreboding boughs and "Danger!" signs like they were nothing. He marched and marched for hours (after a quick break of course, walking is hard.) before he reached a small brooke carving through the underbrush. He gasped as false realization hit him like a ton of fake bricks and delusions.

"This is where Willy washed up! Which means...."

He looked at the brooke before remembering the picture exactly in order to get his bearings.

"I need to go this way to get to Sunlight Glen! Maybe then I'll find my family!"

He eagerly trotted off in search of the imaginary town of talking animals. It wasn't long before he reached a clearing and began to look around.

"In the book Willy meets Sylvester in a place like this...."

He looked around but didn't see the titular serpent anywhere. He screwed his face up in concentration as he tried to find his way based on his extensive knowledge of an imaginary forest. (although, I do find it ironic that this portion of the Everfree resembles a children's book.) After a short look about he picked a direction and walked off, oblivious to the shadowy being tailing him. He repeated this process each time with where he believed the fictional talking animals would have led him. After the last of these breaks in his path, Walnut began to run forward excitedly.

"This is it! I can feel it!"

He saw a light in the trees and burst out into...

An empty clearing.

Walnut paused as he took in the sights. No small houses of stick and pebbles, no tiny creatures having supper, just grass and rocks. His ears drooped as he slowly investigated the clearing.

"D-did... did I go the wrong way? It was supposed to be--"

Suddenly a solid "thump!" thumped behind him. He spun around and saw... something. It looked like a pony, except its body was a shiny, smooth black with holes in its legs, large fangs, insectile wings, a curved horn, blue pupil-less eyes, and a small fin rather than a mane. So... almost nothing like a pony at all actually.

Walnut took a step back in surprise before a flash of green blinded him and the ground rushed up to meet him.

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Walnut awoke to find himself in a pitch black room that felt cold and dank. He shivered and curled up a bit more.

"H-hello? Anypony there?"

Only a faint echo replied. He whimpered as he realized he was alone in a strange place and couldn't see his hoof in front of his face. After a while, a door opened with a long "squueeeeeaaak" and in walked the being from before. Or maybe a different one? Walnut didn't know. It gave him a blank stare before barking,

"Follow me."

Walnut didn't know what else to do, so he obediently moved out of the dark room. After a bit, the being moved to walk directly beside him. He was honestly quite intimidating with his fangs and permanent glare. Walnut drew up his courage and squeaked out a question.

"W-where am I? W-what are--"

"Silence."

Walnut shrank away and followed along in silence the rest of the way. After a while, they approached a large door with four identical creatures standing guard. Without a word the thing ushered Walnut past them and into the room. Inside was a large couch of some porous, dark material with an acid green cushion. And upon the couch lounged a being the likes of which Walnut had never seen. 

This being looked like one of the other mysterious creatures except that she had a long, green mane and tail that were filled with holes. Her eyes were green with slit pupils, her horn was long and jagged rather than smooth, and she was much, much larger than the others. She looked Walnut over with a glazed and bored expression before addressing Walnut's escort.

"So... this is the pony that was caught trespassing?"

The strange pony bowed.

"Yes, my queen."

"And the patrols claim he was searching for something?"

"They mentioned he appeared to be following directions towards our hive."

"Hmm... yet we don't know if he knew the actual location."

She then fixed her gaze on Walnut which immediately cowed him into an even more submissive state.

"Tell me, do any other ponies know where you are."

Walnut tried to speak, but his voice wouldn't come out.

"Well!?"

He shook his head.

"And do any ponies know where to look for you?"

Again, no.

She hummed before addressing the guard.

"Keep him in the holding cells, and assign two guards to watch him at all times."

The guard nodded and immediately understood what the situation was. This pony was not to be fed upon or harmed in any way. Not that he was surprised. Queen Chrysalis couldn't stand seeing children come to harm, no matter the species. Being the mother to all her subjects gave her an extensive compassion for children, whether they were pony, gryphon, or other.

With another bow, the being led Walnut out of the Queen's chambers. As they walked towards the cells, they passed by a ledge overlooking a deep crevice. Walnut was walking on the side near the ledge and immediately began shaking in fear. His escort noticed this and pulled a face before using a hoof to move him in front of him and switching sides. Walnut gave him a puzzled look before following after him, surprised at the unexpected display of kindness.

Soon they arrived in a long hallway with rows of cells made of the strange porous material that made up the rest of this place. The guard stopped in front of a cell and motioned for Walnut to go in. Hesitantly, Walnut slowly entered the cell before the door closed with a "clang!"  After a brief moment of solitude, two more of the mystery creatures walked down the hallway and took up position in front of Walnut's cell. Walnut decided to try asking a question again so he took a deep breath and mumbled,

"W-what are you?"

The guards turned to look at him before looking at eachother and shrugging. One of them spoke in a peculiar, masculine voice,

"Do you mean what are we as in species? Or what our names are?"

"B-both... I guess."

The thing tapped his chin before saying,

"Well, we're changelings, that's our species. She's Silph and I'm Zen."

Walnut nodded before introducing himself.

"I-I'm Walnut Grove. And I'm a pony."

Silph snorted and said,

"No, we thought you were phoenix."

Walnut giggled at the thought of him being mistaken for a large, flaming bird. Both changelings froze as a sweet smell hit their noses. The sweet aroma of happiness. Now that he had his questions answered, Walnut realized just how tired he was. He yawned before getting as comfortable as possible on the small ledge provided and drifting off to sleep.

As he slept, his two guards struck up a conversation.

"Did you smell that, Silph! He actually thought your sarcasm was funny!"

Zen licked his fangs as he remembered the delicious scent.

"And it sure smelled delicious."

Silph slapped the back of his head before grumbling,

"Yeah, but we can't feed off of him. If he's here rather than in a cocoon that means the queen doesn't want him getting hurt. You know how she is about nymphs."

Zen nodded.

"Yeah, I knew all that."

He glanced at the sleeping foal and a small smile stretched across his face.

"You've gotta admit, he is pretty adorable."

Silph snorted before lapsing back into silence. It wasn't long before the acrid stench of fear began to radiate out of the cell. The horrid smell caused both changelings to gag and they looked back to see that Walnut was tossing and turning, a scared look on his face. As he began to mumble and grow more afraid, Zen gagged and said,

"Sheesh! That must be some nightmare!"

Silph swallowed her revulsion and said,

"Nightmare?"

Zen rolled his eyes (as best a changeling can) before he replied.

"Oh yeah, you've never done infiltration before. Well, sometimes the pony's nymphs have these things called nightmares where they get really scared. Then their parents, the weird system ponies do where an older mare and stallion keep a nymph, come in and make them not scared."

"So make him not scared! The smell is awful and it tastes like death!"

"I can't! I observed the female doing it which means you have to!"

Silph groaned before the two entered the cell. As Walnut began to cry and whimper, Silph gave Zen a confused look.

"What do I do!?"

"Pick him up and pet him!"

Silph sat down on the ledge and carefully picked him up and held him away from her.

"Like this?"

"No! Hold him against your torso with both legs! His head should be in the center of you chest while his body is curled up against you!"

Silph repositioned him until he was in a more natural embrace. She glanced up at Zen, confusion evident on her face.

"Now what?"

"Pet him while going, 'shhhhh. There there. It'll be alright, mommy's here.'"

"Seriously?!"

"That's what the ponies did!"

They both flinched as Walnut's fear grew stronger. Silph groaned before gently stroking the colt's side and mumbling.

"Uh... shhh, there... there. It'll be... alright... mommy's here."

Walnut blearily woke up as soon as she began to pet him. He dopily froze when he heard what she said before he immediately grew a sleepy smile and snuggled against her warm carapace. As she continued to pet him, he listened not only to her voice, but to the soothing "lub-dub" of her heartbeat. Soon he was sleeping peacefully again, happiness and love pouring out of him. Silph continued to awkwardly stroke him before she heard Zen.

"Daaaaaaw. It's like you're his mommy!"

"Shut up fungus brains!"

"H-hey... can I hold him now?"

Silph gave him a weird look.

"Can you what?"

"Can I hold him? Please!"

"Why?"

"He's so soft and cuddly looking! And his love smells so tasty."

"Sure. Just no feeding. I don't want to tick off the Queen."

She awkwardly passed Walnut over and Zen immediately squealed in delight before holding him and nuzzling his cheek.

"He's so fluffy and soft! And so warm and snuggly! Aww... can I keep him?"

Silph snorted.

"That's up to the Queen."

She glanced back over at Zen as he snuggled the little colt closer. She felt something stirring inside her chest. Something like... jealousy. Why should Zen get to hold the fluffy pony?!

"Okay, you've had your turn! Now give him back!"

Zen turned away and blew a raspberry. Silph growled before shoving her forehead against his and glaring menacingly at him.

"I. Want. To. Hold. The. Pony."

Zen gulped before handing him over. Silph nodded before pulling the colt against her again. As she cuddled up to the bundle of fuzz and warmth, Zen huffed.

"Whatever. At least he's a heavy sleeper. Imagine how embarrassing it would be if his 'stern guards' were acting like this."

Silph nodded before tentatively nuzzling Walnut's mane. Unbeknownst to them, Walnut had been awake for a while, and he was absolutely loving the affection. Eventually the ticklish sensation proved too much and Walnut burst out laughing. Both changelings froze as his laughter subsided before Zen gulped.

"How much of that--"

"I've been awake since Silph started growling at you."

Silph facehoofed.

"Why am I not surprised."

She repositioned the foal so that she was looking him in the eyes before saying,

"Look kid, I really need you to NOT... TELL... ANYBODY about this. I have a reputation to keep."

Walnut made a zipping motion across his mouth before hugging her chest. She then turned her attention to Zen.

"And as for you. If you so much as think of telling anyone about this I'll snap your horn off and shove it so far up your--"

Zen dashed forward and covered her mouth.

"SILPH! There are young ears present!"

Silph gasped and covered her mouth before growing confused.

"Wait, why do I care? I'm vulgar all the time!? And around kids!"

Zen looked aghast.

"You do WHAT!? Do you kiss her majesty's hoof with that mouth!?"

Silph punched Zen in the face before going back to petting the small colt in her lap. As Zen slowly picked himself off the floor, Walnut was lulled to sleep by the soothing, repetitive caresses.

------------------------------

Walnut sat in a small hallway as his guide from yesterday left to take care of something. He had been on the way to somewhere when the stoic changeling had suddenly told him to wait and then gone off without him. As he idly looked about the cavern, a group of changelings entered the thoroughfare. They all froze when they saw him before one licked its fangs and cackled,

"Well well well, what do we have here? Looks like a little lost pony."

Its companions all followed as it slunk towards him. Walnut grew nervous as they began to slather and form a circle around him. The leader noticed and grew a devilish sneer.

"What's the matter little pony? Scared? Well be a good little meal and let me drink you dry without a struggle and you won't get hurt."

Walnut began to tremble which only seemed to make his tormentors hungrier. One of them sniffed.

"Feeeeaaaar. I like a meal of nice, rich fear every once in a while. After so long on short rations anything's better than moss and tubers."

Suddenly there was a chilling growl from the side and Walnut's guide stalked into the room. The hungry changelings hissed and their leader spat,

"Epsila! What do you want!"

Epsila hissed and said,

"That foal is under my protection. Touch him and you will die."

The leader glared at him and said,

"Of course he is. Her majesty's personal lacky. You've never been hungry in your life! At least let me get a bite. You don't need all of its emotions. I'm starving!"

Epsila slowly advanced.

"No. And if you were starving, you'd lack the strength to move. Now get out of my sight before I remove you by force."

The group growled and spat before slinking back the way they came. As they left, Epsila walked over.

"Are you unharmed?"

Walnut looked himself over.

"I-I think so. Maybe?"

Epsila hummed before sitting before him and gently moving his head from side to side and then looking over various other parts of Walnut's body. He nodded before moving to sit beside Walnut.

"Good. Although I can tell you are frightened. Do not fear. I will protect you with my life, as the Queen commands."

Walnut sighed but still remained nervous. Epsila hummed before saying,

"We will wait here for a bit. Then we must go."

Walnut nodded before scooting back to lean on the cave wall. As his back touched the damp stone, he shivered and realized just how cold it was in here. Epsila noticed his shivering and drew him to his side. He positioned the smaller colt so that he was sitting in front of him with his back against his chest.

"It would not do for you to become ill due to low temperature."

Walnut gratefully nodded and leaned against the changeling's broad chest. Soon his shivering subsided and he began to relax. Once Epsila was sure he was calm, he stood and gestured for Walnut to follow him.

They walked through dimly light passageways and past underground lakes before they reached a large chasm spanned by a narrow, stone bridge. Walnut froze up when he saw the gaping void below and backed away in terror. Epsila noticed and looked back and forth between the colt and the bridge before slowly walking over to Walnut. Walnut's eyes never left the chasm as he whimpered,

"I-I'm s-scared of heights! I-I can't go over that!"

Epsila nodded before picking the colt up and depositing him on his back. As the foal cowered into his neck, Epsila smoothly walked over the bridge and carried Walnut to the other side. Once across he then picked Walnut back up and set him on the ground. Walnut opened his eyes and then gave Epsila a smile.

"T-thanks."

He nodded in response before they continued on their way. 

-------------------------

Walnut tentatively sniffed at the meal set out before him. In regards of appearance, it looked like a pale purple mush with a small bowl of fuzzy green stuff. Walnut gave Epsila an unsure look.

"Is this, you know, food?"

"Yes. It is mashed tubers with moss. Completely safe for consumption and containing all your necessary nutrients."

Walnut gulped before tentatively eating a mouthful of purple tubers. To his surprise, it tasted like mashed potatoes except sweeter. Overall not bad. He then tried some moss and found that it tasted faintly of mint.

"It's not bad!"

"Indeed. Although it somewhat lacks in flavor and grows bland after a while."

Noticing the slight amount of griping that had suddenly appeared in his escort, Walnut asked,

"Well, what do changelings like to eat?"

"Emotions. Or to be more specific the magical energy released by living creatures when they experience strong emotions."

Walnut stared off into space as he worked out what he meant. He shrugged and just decided to not question it too hard.

"So what are your favorite emotions? You know, the tastiest ones?"

Epsila hummed before replying.

"Strong positive emotions, such as love, happiness, sympathy, and other such feelings have a sweet, rich taste and are highly nourishing. Although, despite having a biting and bitter taste, some changelings have a pension for fear, despair, hatred, and sorrow."

Walnut understood what it was like to have a favorite food but never being able to eat it. He particularly liked donuts but Tender Heart almost never got them. But... Epsila could feed off him as thanks for being so nice!

"Okay. You can have my emotions, Epsila."

Epsila froze before shaking his head.

"Unacceptable. I will not risk harming you."

"Why would that--"

"Feeding heavily on a pony causes said pony to become weak and sickly. I will not--"

"But what if you just have a little bit?"

Epsila paused.

"No. I will not risk losing control and overfeeding."

"You won't, though. You saved me from those mean changelings before. I trust you."

That truly surprised Epsila. A pony telling a changeling he trusted him? That would be like a sheep asking a lion to watch its lamb for the afternoon. But as Epsila looked into Walnut's big, puppy-dog eyes, his resolve melted like snowflakes in summer.

"Are you... certain?"

"Yeah! It'll be my way of saying thanks!"

Epsila licked his lips and steadied himself. Despite being given more food than other changelings and a slightly larger allotment of nectar (the honey-like substance that changeling infiltrators made with their gathered emotions) in order to remain strong enough to meet the Queen's needs, Epsila was almost shivering in anticipation of getting to consume raw, pure emotion straight from the source.

He mentally prepared himself before lighting up his horn and carefully sluicing away some of the love Walnut was actively trying to radiate by thinking happy thoughts. That first, mouthwateringly delicious sip of pure happiness and love almost broke Epsila's discipline then and there, but he refrained from draining the foal and only consumed three sips more. He shivered as the delicious taste almost brought tears to his eyes. He looked at Walnut and croaked out,

"T-thank you."

Walnut giggled before diving forward and hugging Epsila.

"No problem! You're like what I imagine a big brother would be like!"

Epsila gave him a confused look before shrugging.

"Whatever. Anyway, let's head back."

-------------------------

Walnut excitedly waved as Zen and Silph came to stand guard over his cell. Zen waved back as Silph simply rolled her eyes.

"Hi Zen! Hi Silph!"

Zen, after checking that the coast was clear, turned to face him.

"Hi Walnut! How was your day?"

"Awesome! Epsila led me all over and then chased off some bad changelings."

Zen grimaced at the mention of the intimidating changeling.

"Oh? T-that's great."

"Yeah!"

Walnut was shaken by a sudden chill. Zen noticed and quickly whispered to Silph. Silph sighed but nodded and Zen ran off. Walnut gulped as he continued to shiver, the temperature dropping lower.

"W-where'd he go? And why is it so c-c-cold!?"

"He's getting something. And the temperature fluctuates due to drafts of cold air that worm their way down through the tunnels. This cave system is old and full of openings to various parts of the forest. Just a bit away is an opening into a large valley that often has strong winds."

Walnut nodded before huddling to stay warm. Soon, Zen came running back with Walnut's saddlebags in his mouth and a blanket over his back. He entered the cell and set down the bags before Walnut.

"Tada! It's your stuff! Her Majesty decided we could give them back to you. And...." he dramatically whipped out the faded blue blanket, "I got you a blanket!"

Walnut gasped before diving in for a hug. Zen hugged him in return before draping the blanket across his shoulders. Walnut dug through his bags before pulling out his book.

"Guys! Have you ever read this?"

Both changelings looked at the brightly colored book in confusion before shaking their heads. Zen said,

"I've never read that before."

Silph snorted,

"I can't read."

Walnut patted the floor beside him, gesturing for the changelings to sit down. He wrapped the blanket around them and settled between them.

"It's okay, I'll read it."

So Walnut read the story out loud, snuggled between the two changelings. Once he was finished, he looked expectantly at his audience.

"So what did you think."

Silph shrugged.

"It was okay."

"I LOVED IT!"

Walnut giggled as Zen clapped his hooves excitedly.

"It was so good! Can we read it again?"

Walnut and Zen looked to Silph with a pleading expression. Silph raised an eyebrow before replying.

"Why are you looking at me? I don't give a crap."

They both cheered and Walnut turned back to the beginning. Later that night, if you were to look into that cell, you'd see two changelings protectively curled around a small pony, wrapped in a blanket.

------------------------

The following morning saw Walnut standing before the Queen again with Epsila, Zen, and Silph behind him. Queen Chrysalis looked him over before nodding to herself.

"Good. You're doing alright. None of those ponies will be the wiser about where you've been."

She fixed Walnut with a stare and said in a regal voice,

"Pony, consider yourself fortunate that I am feeling merciful. I will erase your memory of this place and have my children leave you at the edge of your town. Do you have all of your belongings with you?"

Walnut nodded before gulping. Behind him, Zen was holding back tears, Silph was looking away, and Epsila was trying to maintain a stoic disposition. Walnut took a deep breath and said,

"Y-your Majesty?"

"Hm?"

"I-I... I don't wanna go."

The three changelings behind him all snapped to attention in surprise and Chrysalis gave him a bored look. 

"You don't want to go. And why is that?"

Walnut gulped.

"B-because... I don't have a family. But... Zen, Silph, and Epsila... they're... like what I imagine a family would be like."

Chrysalis hummed before dismissively waving her hoof.

"Fine. You can stay. Just don't cause trouble."

She directed her attention to the three changelings behind Walnut.

"I'll leave it up to you three to figure out who he stays with."

Zen cheered and scooped Walnut up into a hug as Silph smirked and rolled her eyes at their antics. Epsila bowed to the Queen as the three exited the throne room. As Walnut walked between Zen and Silph, he asked,

"Can I call you Mom and Dad? And Epsila Big Brother?"

Zen excitedly nodded as Epsila remained silent. Silph scoffed without stopping.

"Whatever floats your boat, kid. Whatever floats your boats."