My Little Changeling: Friendship is Weird

by Niaeruzu


Episode 7: A Nightmare in Ponyville

A Nightmare in Ponyville

Suncloak wandered aimlessly through the decrepit, foggy street.

This wasn’t Ponyville. That much, Suncloak knew. But he didn’t know exactly where he was, right now. It seemed familiar, though. He was walking through a big city, flanked by opulent golden and white buildings.

The clip-clop of his hooves echoed ominously. It was eerily silent, which unnerved the changeling. This was a pony city. Where were the ponies? Anxiously, he looked around as he made his way. There were no signs of life anywhere, not even a single movement of a small rodent of some kind.

Suncloak paused for a moment, to see if he could find out where he was. The buildings seemed in disrepair. On first glance, they were tall and beautiful, right at home in the richest cities of Equestria. But as he got closer, the buildings no longer obscured by the unusually thick fog that was present, he could see that they were covered in patches of rust and disgusting mold. What’s more, all of the buildings seemed completely deserted.

It unnerved him. This was even more gross than any changeling hive. Pony cities were supposed to be well-kept, clean and pristine! What was going on here? Even the cobblestone under his hooves was filthy and mossy. Something compelled Suncloak to move on, however. Uneasily, and perhaps a little bit scared, he continued walking.

After a while, he didn’t know how long, his hooves started to hurt a little. The changeling sighed and sat down, to give himself some rest. Awkwardly, he sat there, just looking around. Something bothered him about his surroundings. He could recognize them, but he didn’t know where from. The thick fog was making it very hard to see, and Suncloak didn’t even know if he was making any worthwhile progress.

The wind started to pick up. Slowly at first, occasionally catching under the changeling’s wings and making them flutter a little, but after a while, the harrowing gales made his ears ring, and caused him to be chilled to the core. It seemed to come from all directions, whistling as it passed through the holes in his hooves. Suncloak had to close his eyes to stop them from tearing up due to the wind.

For just a few seconds, it felt as if he was in the middle of a hurricane, the wind battering him from all sides and howling into his ears. Suddenly, it stopped, and the city returned to its original silence.

Suncloak didn’t open his eyes yet. He still shivered from the freezing cold, and maybe a little from being scared, too. Wind wasn’t supposed to do that, after all. He noticed that he was breathing heavily, and tried to get himself to calm down. It was just a city. A big, deserted, somewhat frightening city.

It took him a while, but the changeling managed to get himself under control a little. There was nothing wrong, no reason to get stressed out. As his breathing became normal again, he opened his eyes. To his surprise, the fog was completely gone. More confusingly, it was nighttime now. Weird, since Suncloak could swear it was afternoon just before the wind picked up. Or was it?

The city was just as dirty as before, but now, everything was illuminated by the flickering fires of oil lamps and street lights. Even though the fog was gone, it was still difficult to see into the distance due to the darkness, which was only occasionally driven away by a tiny light.

Far in the distance, in the direction Suncloak was heading, he could see a large castle, coloured similarly to the rest of the city. It was covered in little dots of light from various lanterns. Strangely, it was far easier to see the castle than anything else. It was incredibly tall, surrounded by spires. It was in a perfect state, completely devoid of any rust or mold.

Hold on. Gold and white? Castle? No wonder the city looked familiar. It was Canterlot! Suncloak remembered it from the failed invasion. But why was he in Canterlot? He didn’t remember going here. If only there was a pony around who could answer his questions...

Sadly, there was no way to find out, so Suncloak decided that the best course of action was to continue walking. He still felt compelled to head toward the castle, and the longer he looked at it, the stronger the compulsion became.

However, he was quickly stopped by a pony walking onto the street just in front of him, coming out of an alley, or a building. It was difficult to see in the darkness. The pony was also hard to make out. Suncloak could make out their bare outlines, but not their colours, or their Cutie Mark. He couldn’t even see what their gender was. What he did notice were the pony’s bright red eyes. The pony didn’t seem to mind him, which wasn’t strange, considering a black changeling must be really difficult to see in the darkness.

“Hello?” Suncloak carefully stepped closer. “Could you tell me where I am? What’s going on?”

The pony’s head suddenly whipped around, staring straight at him. They looked absolutely furious. “A changeling?!” the pony shouted. “Go away, if you know what’s good for you!”

Suncloak took a step back. “What are you talking about?” Confused, he looked around. More and more ponies were appearing, all of them similar to the one he was talking to. “I just want to know what’s going on!”

“Why should we tell you?” Another pony asked, joining the first one. “We hate you!”

Yet another pony joined them. “Get out! You don’t belong here!” More and more ponies joined the group, yelling similar things at the changeling.

Suncloak started walking backwards. “B-But why? I have friends in Ponyville! You can ask the bearers of the Elements of Harmony!”

The first pony snorted. “Liar. You’re a changeling. All you do is lie and deceive.”

“No!” Suncloak protested. “I’m different! I’m honest!”

“You don’t want to listen,” the first pony said, their glare intensifying. “Get out! Go away!” They started moving toward Suncloak, stomping on the ground. The rest of the mob soon followed.

“I-I can explain!” Suncloak said, backing off even faster. However, for every step he took, the crowd of ponies took one as well, keeping the distance the same, no matter how fast the changeling walked backwards. This wasn’t supposed to happen! Why were these ponies so hostile? It started to freak Suncloak out. Ponies weren’t supposed to hate him! They couldn’t hate him!

One of the ponies jumped at him, and Suncloak narrowly avoided it by diving to the side. The other ponies saw this as their cue, and charged at the changeling.

Suncloak scrambled to his hooves, turning around and running away. No time to think, he had to run! Or, actually, he could just fly. He tried using his wings, but no deal. He couldn’t even feel them. Were they still frozen by the earlier cold? Quickly, the changeling looked backwards. He saw the absolutely enraged horde of ponies running after him, but what really frightened him was the fact that his wings had vanished!

Abruptly looking forward again, Suncloak added another burst of speed. No wings, so he had to run for his life. He was confused about the missing wings, but too focused on running to question it in detail. He just had to take it in stride, and keep running until he could shake off his pursuers.

To his dismay, the entire road was one straight line, without any alleys or forks in the road. The only thing the changeling could see was a tall, thin tower in the distance. It was as brightly lit as the castle behind him was, almost making it look like a lighthouse.

Having nowhere else to go, Suncloak ran straight for the tower. After running for some time, he didn’t know how long, he reached it. He found the door and yanked it open, quickly slipping inside and closing the door behind him. The ponies hit the door several times, but couldn’t get it to open. After a few moments, they let up.

Suncloak let out a breath of relief. That was one problem taken care of. Sadly, this had only raised more questions. Why did these ponies hate him so much? Why was he in Canterlot? Where were his wings? Suncloak hesitantly looked at his back again. Nope, his wings were still gone.

Well, these problems weren’t going to solve themselves. The room Suncloak was in right now was completely empty. It followed the same design as everything outside, golden and white, covered in rust and mold. Opposite of the changeling was a door. Since he had nowhere else to go, Suncloak opened it and looked inside.

A narrow, spiral staircase. This was a tower, after all. Suncloak looked behind him again, to the door leading outside, and to an angry mob. Well, going up was better than going out, so Suncloak started to ascend the staircase.

Surprisingly quickly, he found himself at the top. The top of the tower was a platform, without a roof, and without any guard rails. Predictably, there was nothing here, either, aside from some lanterns on the ground to provide some lighting. Carefully, Suncloak walked toward one edge and peeked over. Down there, he could see a gigantic mob of angry ponies, filling the long and wide street for as far as he could see. They were slightly illuminated by the various lights on the street, but they were also carrying their own torches. Something told Suncloak that it would be impossible to fly over them all, even if he did have his wings.

The changeling nervously swallowed a lump in his throat. Maybe he could check on the other side. He was really frightened right now. If he couldn’t think of a way out, what would he do? Stay here forever? Once on the opposite edge, Suncloak looked down. He could just barely make out the ground, far, far below. If he fell from here, it would be a long way down. And considering he didn’t have his wings, it would also be quite painful.

“What do I do, what do I do?” Suncloak frantically asked himself. If the ponies down below got bored waiting, they’d probably smash the door in. He had nowhere to run now, either. If only he had his wings, he could get away! Maybe he could think of something to get them back, just something!

Suncloak whirled around in panic, but froze when he saw a new pony in front of him. This time, it wasn’t one of the completely black ponies he saw earlier. It was a much taller pony, a mare. She had a dark blue coat, a horn, and wings. Looking at her mane and tail was almost at looking at the night sky itself, and the pony was wearing nocturnally-themed regalia to go with it. Her eyes glowed a bright white, but Suncloak had the feeling she was staring straight at him.

A moment later, he realized that this could be none else than Princess Luna. Suncloak opened his mouth to speak, but the only things he could utter were pathetic squeaks and grunts. He tried taking a step back, but because he was standing on the edge of the tall tower, thought better of it.

“You!” Princess Luna shouted in an incredibly loud voice. “You are not supposed to be here!”

“No, I—” Suncloak protested, taking a step back. His hooves went out from under him, and he tumbled backwards, screaming as he fell.

“Nooo!” Suncloak screamed, launching himself upward and throwing his sheets away. In a panic, he scrambled around and fell out of bed, pushing himself against the nearest wall and huddling up.

After a few minutes of incredibly heavy and panicked breathing, he managed to compose himself. He was in Ponyville. He was in his home. It was all just a nightmare. Shaking, Suncloak pushed himself to his hooves. He’d never had a nightmare this bad, though. He opened the curtains and his window to let in some fresh air.

Still somewhat terrified, he dropped to the floor again. He’d never been this scared in his entire life. The wall opposite to his bed had a large patch of green gunk on it. Absentmindedly, Suncloak opened his mouth and prodded a hoof in it. Empty glands. He must’ve accidentally spewed it all out when he woke up. Seeing as his house didn’t need any construction material, he’d have to clean this up.

A small weight slowly added itself to his horn. Looking up slightly, Suncloak saw a pair of green wings. Emerald. Oddly, it comforted him a little. The moth perching on his horn would usually be annoying at best, but now, it made Suncloak feel a little better. “I must’ve startled you,” he told the moth.

Emerald took flight again, this time landing on the floor in front of him. She tilted her head questioningly.

Suncloak sighed. “I’m okay. It was just a nightmare.” He pulled himself together again and stood up. A slight breeze entered the room, causing him to shiver. He went to close the window, but as he looked outside, he caught a glimpse of the moon. In a sudden haste, he slammed the window shut and closed the curtains. “Just a nightmare. Just a nightmare. I’ll get back to sleep, and everything will be fine.”


Something bumped into Suncloak’s head, making him dimly aware that he was standing. Somewhere. He looked down to check what bumped into him. It was a round, yellow thing with two blue stripes. A ball? What was a ball doing here? It was lying in the grass. What was grass doing here?

“Um, Suncloak?” a voice came, causing the changeling to look up. Derpy was approaching him, joined by Vinyl Scratch, Lyra and Bon Bon. “Are you sure you’re feeling okay?” the wall-eyed mare asked.

Suncloak blinked a few times, processing the question. “Yeah,” he said. He let out a huge yawn. “I’m... I’m fine. There’s nothing wrong.”

Bon Bon gave him a suspicious look. “Sweetie, there’s bags under your eyes, you’re reacting incredibly slowly and you keep dozing off. Are you feeling sick?” She put a hoof to his forehead.

Suncloak averted his head, trying to keep Bon Bon’s hoof away. “I’m fine!” he said. “Stop making such a fuss. I’ve just had a little problem sleeping.” He grumbled. It was only a minor issue. No need to get all worked up like this.

“Sleeping problems?” Vinyl asked. “Been partying a bit too much lately?” she asked with a small smirk.

“No!” Suncloak said. Irritated, he poked Lyra in the chest. “I’ve been having nightmares for the past few days, okay? It’s only for a short while. I’ll be fine.”

“Um...” Vinyl said, gently pushing the changeling’s hoof to the ground again. “Sorry for joking about it. But first off, you’re not supposed to have nightmares for several days straight, and second, Lyra didn’t even say anything.”

Suncloak looked at his own hooves for a moment, and then at Lyra, who looked pretty confused. Why did he prod her, exactly? “Uh, sorry, Lyra.” He looked down at his hooves again. Why was he so irritated? These were his friends. They wouldn’t suddenly just... hate him, right?

“Hey, cheer up, Suncloak!” Lyra said, wrapping a hoof around him. “We’re your friends, and we’re here to help.”

“And no refusing our help this time,” Bon Bon said jokingly. “Still, how bad is it? Do you even remember why we’re here?”

Suncloak squinted. Here? Here where? In Ponyville? No, that couldn’t be what she meant. What they were doing here today? Actually, that was a pretty good question. Looking around, it dawned upon him that they were in the park. But why? He didn’t remember coming to the park.

“Suncloak?” Derpy asked, waving her hoof in front of his eyes. The changeling didn’t react. “Suncloak? Are you awake?” Derpy asked again.

Suncloak shook his head, trying to get his thoughts in order again. “I’m here. I was just thinking. Why are we in the park, again?”

Bon Bon sighed. “To have a fun day together. You told us you could handle it, but...” She trailed off for a second. “Well, you’re almost falling over.”

“No, the ground is just on its side. I’m fine,” Suncloak said. It would be so much easier to focus if it didn’t look like he was standing on the side of a hill the whole time.

Vinyl pushed against his side with a hoof, and miraculously, the world turned right-side-up again. “No, you’re definitely not okay. And we can’t have a fun day if our friend isn’t healthy.”

Suncloak’s head drooped. He didn’t want to get his friends down like this. “I’ll... I’ll try to get some sleep then,” he said, turning around to go back home. He wasn’t looking forward to it, but it was better than upsetting his friends.

“Whoa, wait!” Lyra said, running up to him and forcefully turning him back around. “Like I said, we’re here to help. So we’re gonna get rid of those nightmares!”

Derpy tapped a hoof on her chin. “But how can we help? What are your nightmares about, anyway?”

Suncloak froze for a moment. He’d had various nightmares, but none were as terrifying as the first, where he was chased by angry ponies and Princess Luna. The following ones were all different, but Suncloak had a lot of trouble remembering those. Sure, he remembered that the nightmares scared him out of his wits, and that angry ponies were involved, but aside from that, it was pretty hazy.

“If you don’t want to tell us, that’s okay too,” Bon Bon said, pulling the changeling out of his thoughts.

Suncloak opened his mouth to speak, to try and tell his friends what his nightmares were about, but he couldn’t find the words. Even thinking about the nightmares, and especially about Princess Luna, made him frightened. “I want to tell you,” he said, “but I just can’t.”

“No biggie!” Lyra said. “We don’t need to know that stuff, ‘cause I got the perfect solution!”

Well, it was that Suncloak was already pretty scared, or else Lyra’s last few words certainly would have made him.


“This... wasn’t exactly what I expected,” Suncloak said, sitting on a purple pillow.

Lyra had dragged them to a strange, purple tent in the middle of town. Inside, the tent had a table covered with a purple cloth, and it was surrounded by pillows for seating. Various mystic items decorated the walls, and the centerpiece was a crystal ball on the table. Suncloak was sitting at the table, and his friends were gathered behind him.

That wasn’t what Suncloak thought was odd, really. The oddest thing was that a certain pink earth pony mare with a pink mane and tail was sitting on the other side of the table. Pinkie Pie, wearing a purple turban and a purple scarf. Or ‘Madam Pinkie’, as Lyra called her.

“Well, what did you expect?” Vinyl asked.

“I expected... Uh...” Suncloak shrugged. “At least not this, whatever this is.”

“This is Madam Pinkie’s tent!” Pinkie said in the most ominous, but still squeaky voice she could manage. “And with my crystal ball,” she said, making an exaggerated gesture towards the object, “I can predict all kinds of neat stuff! Like if you’re going to get a really cool birthday present this year. Or when somepony’s going to throw you another party!”

Suncloak turned to Lyra. “What does this have to do with nightmares, exactly?”

“Madam Pinkie knows all kinds of neat tricks,” Lyra explained, “and I once heard that you can get rid of nightmares with hypnosis. I thought that maybe she could help.”

“Sure I can!” Madam Pinkie said, reaching under the table with a hoof. She pulled out a few objects in her search: some kind of box, a rubber chicken, a weird board with letters on it, a dreamcatcher, several crude dolls of ponies, and finally, a golden pocket watch.

Hypnosis. That was their first idea? Suncloak grumbled. Wasn’t there some sort of proven, scientific approach to this? One that didn’t hinge on the ideas of the two weirdest ponies he knew, Pinkie Pie and Lyra? It was sort of surprising that the others didn’t question this. Then again, maybe he still wasn’t completely used to pony life.

Although, if there was a chance it’d get rid of the nightmares, then why not? Suncloak stared at the pocket watch for a while. “Are you sure about this?”

“Of course!” Lyra said. “Besides, we’re here, right with you.” Oddly enough, that did a lot to encourage Suncloak. With his friends by his side, he felt a lot more sure about himself.

The changeling took a deep breath. “Okay, let’s do this.”

Pinkie dropped the pocket watch, revealing that it was attached to an iron chain, which she had partially wrapped around her hoof. The watch bounced a few times, and with a flick of her hoof, Pinkie caused it to swing from side to side. “Just look at the watch, and you’re supposed to feel sleepy. Really, really sleepy.”

Suncloak stared at the golden pocket watch, swiveling his head from left to right. “So, how fast is this supposed to go? Like, a few seconds, or maybe a few min—” Right then, he fell asleep, teetering forward and landing his head on the table. The impact instantly jolted him awake again, causing the changeling to quickly sit straight again.

“Well, that didn’t work,” Suncloak said. “I just woke up immediately.” He rubbed a hoof on his forehead. Ouch. Maybe they should’ve put down a pillow or something.

Speaking of ‘they’, all of his friends were gone! Derpy, Bon Bon, Vinyl, Lyra, and even Pinkie had all vanished. Maybe he had been asleep for longer than just an instant, and they left him alone to give him some space.

Suncloak looked around uneasily. “You can come back now, I’m awake!” he loudly announced. Strangely though, nothing happened. It was eerily silent, too. Strange. Lyra told him just a few moments ago that they’d all be right there with him, but now they were gone!

“Where is everyling?” Suncloak asked himself, lifting the tablecloth with a hoof and peeking under. He thought his friends might be hiding under there for some weird reason, but the only thing he saw was a pile of junk.

Frustrated, the changeling stood up and turned around, angrily stepping outside the tent. To his surprise, it was night, clouds covering the sky, and the streets of Ponyville were completely empty. The only things there were a strange, green haze, the standard, lit street lights and the various colourful Ponyville houses. ‘Colourful’ was a bit of an overstatement, though. The colours had dulled, and the paint on every house was flaky. All of the doors and windows were boarded up, too.

How long had Suncloak slept, exactly? It really couldn’t have been longer than five minutes. He stood still in front of the tent for a few moments. Maybe something would happen while he inspected his surroundings. Well, everything that wasn’t the decrepit houses. The road was strangely wet and slippery, too.

The atmosphere was incredibly unsettling. There were absolutely no living beings in sight anywhere. No ponies, no birds, nothing. Before entering the tent, the streets had been filled with ponies going about their daily business. Then again, it was night now, so they probably all went home. And boarded up their houses, for some reason.

Suncloak decided that standing around wasn’t going to get him anywhere. He had to find his friends. Maybe they were at Bon Bon and Lyra’s house. Vinyl lived across the street from them anyway, so if they had all gone to their homes, he’d find most of his friends there. Without hesitation, he set off.

Luckily, the way there was pretty straightforward. Follow the road until he reached their house. Easy! Though, it seemed there wasn’t any other way to go, anyway. From the tent, the road went in two directions, without any alleyways in sight. Strange, but Suncloak could’ve sworn that there were more intersections around here.

As he walked through the streets, his hooves clicking on the cobblestone, and occasionally splashing in a puddle of water, Suncloak felt as if he was in an entirely alien place. Like he wasn’t in Ponyville at all. The persistent green haze didn’t do anything to alleviate the feeling. In fact, it reminded him of the changeling hive a little. Although, any hive was more lively than this.

Suncloak sighed. His friends hadn’t just left him behind, had they? No, that’d be impossible. They would never do that. But then, why were they gone?

Just for a moment, he paused. Still no signs of life, no sounds anywhere. Not even the soft whistle of a breeze. The complete silence made the changeling feel incredibly lonely. The longer he listened for a sound that would never come, the more lonely he would feel. He quickly pushed onwards, but the feeling remained.

While walking, Suncloak frantically looked around. Ponyville wasn’t supposed to be like this. It was supposed to be lively, with many ponies, and with his friends. Not completely devoid of life. He hastened his pace, desperate to find a pony, or even a single living thing.

After a while, he reached the two buildings he was looking for. First, he went to the house of Lyra and Bon Bon. It, too, was completely boarded up. Suncloak tried knocking, but there wasn’t any answer.

Strange. He took a few steps back, looking at the house. It wasn’t any different from the other houses. “Hello?!” Suncloak asked. “Bon Bon? Lyra? Are you home?”

Again, no answer. Suncloak went up to the window, trying to peek in between the planks of wood that were covering it, but no dice. He managed to find a crack he could look through, but the inside was completely dark.

Quickly, the changeling turned around, running across the street to Vinyl Scratch’s house. Surely, she’d be home! Half in panic, Suncloak knocked on the door. “Vinyl? Answer me!”

After getting no response yet again, Suncloak went to the middle of the street and started pacing in circles. This wasn’t right. He wasn’t supposed to be all alone like this. It was making him feel incredibly anxious, possibly even scared.

Suddenly, the changeling could see something move in his peripheral vision. He wasn’t sure what it was. It looked like a shadow, but it was gone in a second. It made Suncloak’s heart speed up. Maybe there was something out here, after all!

With renewed strength, he ran after... whatever it was. It wasn’t there anymore, but Suncloak could’ve sworn that it went in the exact same direction he was already headed. He had to find it. He just had to! Anything was better than this loneliness, even the angry ponies from his nightmares.

Rather quickly, Suncloak found himself in front of what looked like the exit of the village. It was a tall arch, with a small sign standing next to it. Beyond it was nothing but complete darkness, as if the entire world stopped existing just outside the village.

The odd thing was that neither the arch, nor the sign, had ever been there before. And if they were, Suncloak surely didn’t remember either of them. Carefully, he stepped to the other side, making absolutely sure to stay out of the darkness. Craning his neck up, he could make out some text on the large arch. Raindrops started falling from above, making it somewhat difficult to see.

Painted in large, crude, bright green letters, it said ‘Welcome to Changelingville’. Changelingville? Wasn’t this Ponyville? Strange. Hesitantly, Suncloak went over to the other sign.

Population: 1’. No, that couldn’t be right! This was Ponyville, a town filled to the brim with ponies! With all of Suncloak’s friends in it! He couldn’t be the only one living there! That was downright impossible!

Panicked, Suncloak ran back into the town as fast as he can. He almost slipped on the wet ground, slicked by the newly falling rain, which was starting to become a downpour. The changeling didn’t really care about getting wet. He just had to find a friend, a pony, anything. He had to find something. He couldn’t be all alone!

As he ran, he could see more and more movement of shadows... no, silhouettes, in his peripheral vision. They looked like ponies, standing on the side of the street. Or were they changelings? One moment, they’d be transparent, black images of ponies, the other, they looked more like other changelings. As soon as Suncloak looked in their direction, however, they vanished. Could it just be the rain getting in his eyes?

He didn’t question it any further. He ran as fast as he could, suddenly throwing in the brakes and falling on his face when he realized he had passed his own house. But more importantly, he had ran straight past Derpy’s house.

In a panic, he ran up to his neighbour’s home, repeatedly knocking on the door as hard as he could. “Derpy! Open up! Where is everyling?!” He pounded on the door until his hooves hurt. “Why... why am I all alone?” Suncloak asked, slumping down.

He spent some amount of time just lying on the ground, soaking in the rain. It didn’t really matter. If his friends were all gone, why would he care? No friends meant no love to feed on. But more importantly, no friends just meant... no friends. Being all alone.

Suncloak slowly stood up and turned around. Shakily, he walked onto the street. “Isn’t there someling out there? Anyling?”

No answer.

“Anypony?” the changeling added in a small voice.

The only sound that greeted him was the pattering of rain on the ground. The tiny glimpse of hope that maybe, somewhere, a pony was listening, vanished from Suncloak’s mind. He felt crushed and broken. He sat down, staring at the ground.

After some time, the rain stopped. The clouds above parted, bathing the changeling in the dim light of the moon. It was accompanied by the sound of hooves clip-clopping on the cobblestone behind him. Ecstatic, Suncloak whirled around to see who was approaching him, but as soon as he saw what pony it was, he stood up and tried to scramble away, tripping over his own hooves and falling down again.

In front of him was once again the dark blue alicorn from his first nightmare, Princess Luna. She towered over him, looking at the changeling with her glowing eyes.

“No!” Suncloak shouted, closing his eyes, looking away and shielding his face with his hooves. “No! You... I...” a lump in his throat prevented him from uttering any more words.

“You are the only one here,” Princess Luna stated.

“No!” Suncloak shouted again, feebly punching one hoof in the princess’ general direction. “I can’t be all alone! I just can’t!”

His hoof flailed around for a second, until Suncloak could hear something. “Whoa, hey!” a familiar voice spoke. Was that... one of Suncloak’s friends?

Slowly, Suncloak opened his eyes again. He was lying on his back, looking at the ceiling of a tent. Derpy, Lyra, Bon Bon and Vinyl were standing over him, giving him concerned looks. “You okay, Sunny?” Vinyl asked.

Suncloak didn’t say anything for a moment. “Uh... What happened?” He was in the tent again, and his friends were still here? Huh?

“Pinkie hypnotized you and you fell asleep,” Bon Bon said. “After a few minutes, you fell over and started flailing around. You almost hit Derpy.”

“Oh,” Suncloak said. Oops. “Sorry, Derpy. I meant to hit, um...” One of their rulers, Princess Luna. Maybe it’d be a good idea to not mention that. Suncloak almost froze up the moment he thought about the alicorn.

“Doesn’t matter,” Derpy said, holding out a hoof to help her friend up. “It was a nightmare. You must’ve been pretty scared!”

Suncloak accepted the mare’s hoof, pulling himself back up. “That was a really weird nightmare. Nothing really scary, just... weird and... I don’t know, unsettling. Until the last bit, that is.”

“I guess the hypnosis didn’t work, huh?” Lyra asked. She looked the most concerned of them all, most likely because it was her idea in the first place. Suncloak couldn’t blame her, though. Both because she couldn’t have known how bad it would be, and because the changeling was just too happy that he was back with his friends again.

Suncloak wanted to tell her that it didn’t matter, but before he even opened his mouth, something very heavy suddenly landed on him, wrapping him in a very tight embrace.

“Oh Sunny, I was so worried! You were sleeping, and then you jumped up and you did weird things and it was pretty scary and then you woke up!” Apparently, Pinkie Pie had jumped on his back to hug him, but the changeling couldn’t bear the weight and collapsed. Undeterred by this, Pinkie lifted him up and hugged him even harder.

Suncloak let out a weak cough. “I get it, Pinkie. Now could you put me back down, please?”

“Okidokiloki!” Pinkie said, letting go of the changeling, unceremoniously letting him crash on the ground.

Suncloak groaned and stood up again. “I don’t think the hypnosis worked, though. No, I’m pretty sure. That nightmare was even worse!”

“I’m sorry, Sunny.” Pinkie kicked at the ground and looked down. Suncloak could imagine that she was genuinely regretting the hypnosis. “Oh!” the pink pony said, lighting up again. “Maybe you can ask Twilight! She’s super smart and she has a lot of books!”

...Huh. That was actually a very good idea. If anyling could understand how nightmares work, it’d be Twilight Sparkle. And if she didn’t, chances were she had a book that could explain most things about nightmares.

“Let’s go to the library, then!” Vinyl said, quickly leaving the tent.

The others soon followed, but just before Suncloak could go outside, he took a few steps backwards. Still looking in the direction of the exit, he said, “Uh, thanks, Pinkie.” He awkwardly scratched his head, unwilling to look the mare in the eye. Or perhaps just a bit embarrassed. “It didn’t work out, but it’s not your fault.”

“Oh, that doesn’t matter,” Pinkie said, dismissively waving her hoof at him. “You should go to Twilight, get rid of those spooky nightmares!”

Suncloak nodded. “Right,” he said, quickly joining his friends.


A few moments later, the five of them were in Ponyville’s library, watching Twilight Sparkle pull book after book off the shelves with her magic. “Nightmares, huh?” she asked. “Let’s see... you’ll need this one, and this one...” she mumbled, creating a few neat stacks of books in front of the others.

“‘Night Terrors 101: Everything you were afraid to ask’, ‘How to deal with Nightmares’, ‘Why don’t we call them ‘nightstallions’?’” Suncloak said, looking at the titles of several books. He wasn’t exactly sure if these could help him. Especially that last one. “I’m starting to doubt this.”

Bon Bon grabbed a random book and opened it. “Come on, Suncloak. You won’t know if you don’t try.” She leafed through the book, trying to find something relevant. “Well, if I could understand what this said.”

“It can’t be that hard,” Vinyl said, taking a book of her own and opening it. “I mean, it’s about sleeping and dreams, how hard can that...” She lifted her sunglasses to take a better look at the book. “Yeah, wow, you’re right. ‘Imagery rehearsal’? I don’t even know what that is!”

“Imagery rehearsal is a technique where you come up with an alternate, better outcome for your nightmare,” Twilight explained, levitating a few books toward her and quickly flipping through them. “You repeat that outcome to yourself a lot before you go to sleep, and that often helps against the nightmares.”

Suncloak tapped a hoof to his chin. “I don’t think I can do that,” he said. “I don’t always have the same nightmare.” Plus, he couldn’t imagine a way to give his nightmares an outcome that didn’t freak him out, unless he could somehow get rid of Princess Luna. And even then, she didn’t appear every time.

“Maybe we can come up with something,” Derpy said. “But you’ll have to tell us what your nightmares are all about.”

Suncloak bit his lower lip. “I don’t know...” He didn’t even feel comfortable thinking about his nightmares, let alone talk about them.

“Please, Suncloak?” Lyra asked. “We just want to help. I bet I can come up with a really good idea!”

If anything, that made Suncloak even more afraid. It’d probably be better if he explained, to get the minds of his friends’ off this silly idea. “I don’t think it’ll work,” the changeling said with a sigh. “Most of my dreams were about... they were about ponies, uh...” He trailed off, choking up.

“‘About ponies’ what, sweetie?” Bon Bon said as sweetly as she could. “You can tell us, okay?”

“They’re about ponies hating me!” Suncloak burst out. “They chase me, and they want to hurt me, and I don’t even know why!” He could feel his eyes starting to sting, but he quickly blinked the sensation away.

The others recoiled slightly at this, dropping their books on the ground. They were silent for a little while. “But Suncloak,” Lyra said, “nopony would ever want to hurt you.”

“I don’t know,” Suncloak said. “Not all ponies like me. What if I accidentally do something bad, to make ponies hate me? That they would want to...” he paused for a moment, swallowing a lump. “Want to banish me?”

“Nopony can do that,” Twilight assured him. “Aside from the princesses, nopony has the power to do that.”

Suncloak inhaled very sharply upon mention of the princesses. “ButIyouroyaltytheychangelings!” he rattled in a panic.

Vinyl raised an eyebrow. “Are you... afraid of the princesses?”

Suncloak nodded vigorously. “I-I mean, they’re really powerful, and they’re the rulers of Equestria and everything. Plus, I don’t think either of them appreciated it when Queen Chrysalis defeated Princess Celestia.” He chuckled nervously. “If I do anything wrong, I’m a goner! Princess Luna even told me in my nightmare that I ‘wasn’t supposed to be here’!”

“But that’s only a figment of your imagination, Suncloak,” Twilight said. “I know she would never say something like that. The Princess Luna you’re seeing isn’t real. You have to face her, and tell her that she’s wrong!”

“I can’t do that!” Suncloak exclaimed. “If I stand up to a princess, she’ll throw me out, and then I’ll be all alone, and... and...”

Derpy put a hoof on the changeling’s shoulder. “Calm down. Like Twilight said, it’s not the real princess. You’ll be fine!”

Suncloak sighed. “Even thinking about Princess Luna freaks me out. She’s just so...” he shuddered, unable to finish his sentence. He couldn’t think of the right words to explain just how much the princess scared him. “If I see her in a dream, I just can’t do anything. I need another solution.”

“Hmmm. I have another option,” Twilight said. “A spell that’ll make you more powerful in your dreams. That way, you can stand up to a fake princess!”

Suncloak’s eyes widened. That’d be perfect! “Can you do that?” he asked hopefully. “Please?”

“Of course!” Twilight said. “But you need somepony to cast it on you just before you go to sleep, to be sure it works long enough. It’s really easy, too! I can even show your friends how to do it,” she said, gesturing towards Lyra and Vinyl.

The two unicorns looked at each other uncertainly. “You sure?” Vinyl asked. “We’re not exactly magical geniuses.”

“I bet anypony could cast this spell,” Twilight boasted. “It’ll be no problem.”

“Then let’s do it!” Lyra said, excitedly hopping up and down.

“Okay then!” Twilight said. “Why don’t you two stay here, and I’ll show you the spell. The others can go to Suncloak’s home, make sure he can get a good night’s sleep in his own bed. How’s that sound?”

Bon Bon nodded. “That sounds like a very good idea. Wouldn’t want to be uncomfortable when facing your fears, right?” Very slyly, she winked knowingly at Twilight, eliciting a similar wink in response from the purple unicorn. “Let’s get going then, shall we?” Bon Bon said, ushering both Suncloak and Derpy outside.

As soon as they were gone, Twilight turned to Lyra and Vinyl. “It’s a very easy trick...”


That same night, Suncloak and his friends were gathered in the changeling’s bedroom. Staring at his bed, he took a deep breath. “Are you really sure you know the spell?” he asked.

“Of course we do,” Vinyl said. “The spell was even easier than I had imagined. Plus, we’re in our sleeping bags downstairs if there’s anything wrong, okay?”

“But, uh...” Derpy said, “if anything goes wrong, try not to get that green goop over the walls again. That was kinda hard to clean up.”

“Not my fault,” Suncloak grumbled. “It’s a changeling emergency defense measure, okay? It happens when we feel threatened by omnipotent pony princesses.”

“Calm down, Sunny,” Vinyl said. “I’ve seen grosser stuff at parties. Go get in bed, so we can get rid of those nightmares!”

Somewhat hesitantly, Suncloak climbed into his bed. “Just... You’re sure that the spell will work, right?”

“Twilight assured us this would perfectly,” Lyra said. “And besides, we’ll both cast it on you, to be extra sure!”

“Okay then,” Suncloak said, settling in under the blankets. “Do your worst.”

“Alright, here we go,” Vinyl said. Her horn started glowing with the usual blue aura of magic. It surrounded Suncloak, but after a brief tug, the spell was already over. Lyra did the exact same with her yellow magic, which made Suncloak experience the same feeling.

“That’s it?” Suncloak asked. “I... don’t feel anything special.” He had expected to feel stronger, or more energetic, or something. He didn’t feel anything besides sleepy.

“Duh,” Lyra said. “It isn’t supposed to work until you’re actually having a nightmare, silly.” Oh, of course. That made sense.

“Good night, Suncloak,” Bon Bon said. “We’re here if you need us, alright?” With that, the others said their good nights as well, before leaving the room.

“Good night,” Suncloak said meekly, right before they closed the door. “I hope.”

What followed was an eerie silence. Even though Suncloak knew his friends were just downstairs, he felt a bit lonely in his bedroom. He didn’t feel scared, though. This time, he was aided by magic, not some kind of weird hypnosis mumbo-jumbo.

Still feeling worried, however, he closed his eyes. Better get to sleep fast and get into this nightmare, whatever it would be. The changeling sure did feel tired enough to almost instantly fall asleep.

A while later, Suncloak didn’t know how long, he felt the need to open his eyes again. He found himself in a barren wasteland, the ground dry, cracked and yellow. In the distance, in every direction, there were tall, red mountains. It was twilight, the sun having just dipped behind the mountains. It bathed the whole area in a moody, red light.

More importantly, however, in front of the changeling was a large group of ponies! They were a small distance away from Suncloak, and didn’t seem to notice him. All of his friends were there: Derpy, Lyra, Bon Bon, Vinyl, the bearers of the Elements of Harmony and the Cutie Mark Crusaders, though he could also see a few ponies he didn’t recognize. They seemed familiar, though. They had various, strange colour combinations, like a red unicorn with a dark blue mane. The whole group was busy chatting, but Suncloak couldn’t hear what they were saying.

“Hey!” Suncloak called out. “Hey, everyling! I’m over here!”

No reaction. The ponies in the distance didn’t notice him at all, even though Suncloak could clearly see that at least Bon Bon and Rarity were looking in his direction. Odd.

Suncloak started running in their direction. Maybe there was something else going on, a reason why they didn’t notice him.

As soon as the changeling was halfway, though, he tripped and fell. He forced himself up and continued walking to his friends, but the ground had suddenly gotten very slippery. It slowed Suncloak down considerably. Add the wind picking up to that, blowing in Suncloak’s eyes, and it was starting to get tricky to walk forward.

“Come on...” Suncloak muttered to himself as he got closer and closer to the group of ponies. His hooves were slipping, and he had to squint to protect his eyes from the now hurricane-force wind, but at least he was closing the distance.

Very, very slowly, Suncloak forced himself forward. He was perhaps within a few steps distance of his friends. It was getting hard to see, and the wind started to feel incredibly cold. It was sapping the changeling’s strength away, but he had to push forward, he had to reach his friends.

When he was nearly at the group of ponies, perhaps one step away, Suncloak had to put all of his effort just into standing still. Slowly and shakily, he raised one of his front hooves, reaching out to his friends. It was incredibly hard, as if something was forcing his hoof down. The others still didn’t notice him, but if he could just touch them, they’d notice him.

Just when Suncloak was about to touch the pony in front of him, he couldn’t see who, his hooves were swept out from under him, the wind throwing him back. He bounced painfully a few times, and the wind dragged him along the ground for a few seconds as well.

“Ow. Stupid wind,” Suncloak said as he stood up, rubbing a sore spot on one of his legs. Well, his friends seemed unreachable. Maybe there was something else in this wasteland that was of interest.

He looked around, and to his surprise, there was a large group of changelings behind him! They were about as far away as his friends had been, and the changelings didn’t seem to notice him either. The only one who Suncloak recognized was Queen Chrysalis, though.

Maybe he could go over there? He sure wasn’t keen on it, though. The queen wasn’t high on his list of ponies and changelings he liked. If anything, she wasn’t even on that list, and all the way on top of the list of ponies and changelings he absolutely hated. Probably the only one there, too.

Suncloak’s choices were standing in the middle on his own, or try and reach the other changelings. Though he didn’t like to admit it, being among changelings would be better than being all alone, so Suncloak set off to reach the group of changelings.

The exact same thing happened this time. As soon as Suncloak got about halfway, the ground became slippery, and the wind started picking up. The closer he got, the stronger the wind became, and the harder walking became. Just when he was about to touch the group of changelings, Suncloak slipped, fell and was thrown back to where he started.

Back in the middle again, Suncloak sat up and sighed. He looked one way, where he could see the group of ponies. His friends, where he never would’ve guessed he could feel like he belonged. Now, it was normal, but back when he was living in the changeling hive, he would’ve scoffed at the mere idea of living among ponies. As the only one of his race, however, living like that felt weird, to Suncloak. It made him feel alone, but at the same time, it didn’t.

He turned his head, to look at the group of changelings. Now that he lived among ponies, he didn’t feel like going back. Most other changelings were absolute jerks. Most, because not all of them were like that. The group he was teaching friendship lessons to had turned out to be... sort of nice, after a while. But they still had ties to the hive, they could go back anytime they wanted. No matter how much they had surprised Suncloak with how well they adapted, the other changelings just didn’t feel like brethren.

Suncloak groaned. By now, it was night, and the sky was filled with stars. The moon cast an eerie glow over the wasteland. It made Suncloak feel helpless, and alone. Maybe he wasn’t meant to belong to one of those groups, maybe he was supposed to solve this in a different way. But how? It wasn’t exactly something he could ask his pony friends, or even the other changelings. How would they understand?

Suddenly, the clip-clop of hooves on the dry, hard ground sounded behind the changeling. Startled, he whirled around, finding himself confronted by Princess Luna yet again. The imposing alicorn stared at him with her creepy, glowing eyes. Suncloak yelped, quickly taking a few steps backwards.

Hey, wait a second! He wasn’t supposed to be afraid this time! His friends had cast a spell on him, one that would make him stronger. One that would help him defeat this phony princess pony! “I-I’m not scared of you!” Suncloak shouted, taking a step forward. “You’re just a fake!”

Princess Luna’s eyes stopped glowing, revealing her blue eyes. She raised an eyebrow. “But—”

Suncloak jumped up on his hind hooves, punching the air in an attempt to intimidate his nightmare. “I can defeat you! My friends even cast a spell on me and everything!”

The princess looked incredibly confused. “What are you talking about? What spell?”

“A spell that’ll make me stronger in my nightmares,” Suncloak said. He jumped up and uppercutted the air, twirling around. When he landed, however, he couldn’t keep his balance, and fell on all fours again, stumbling slightly. “So I can beat you and finally stop getting these nightmares.”

Princess Luna laughed. Not a malicious, bellowing laugh, but more of a friendly, soft chuckle. “I don’t think such a spell exists. Are you sure?”

Suncloak frowned. “Duh. Twilight Sparkle taught the spell to my friends, and they cast it on me. Besides,” he said, raising an eyebrow, “aren’t you supposed to be more nightmarish? You know, be menacing and stuff, and not... this?” He wobbled a hoof at the princess in a vague gesture.

“Twilight Sparkle?” Princess Luna asked. A moment later, a look of realization washed over her face. “Ah, you must be the changeling living in Ponyville, correct?”

“Um... yes?” Suncloak said, confused. What an odd question for a nightmare to ask. “My name is Suncloak. Aren’t you supposed to know, being my nightmare and everything?”

“Your nightmare?” the princess asked. “I am not a representation of your fears, little changeling. I am Princess Luna, ruler of the night. I have the power to walk through the dreams of ponies, but lately, I found myself wandering through yours.”

“Yeah, right,” Suncloak scoffed. “Exactly the kind of flimsy excuse a fake nightmare princess would use.” Seriously, how dumb did this figment of his imagination think he was?

Princess Luna rolled her eyes. Her horn briefly lit up, and their surrounding were suddenly white as far as the eye could see. No more sky, no more wasteland, no more mountains. Just an endless expanse of white, although the two groups, one pony, one changeling, were still present.

Uh... Wasn’t Suncloak supposed to be the only one with this kind of power over his own dreams? He clamped his eyes shut, willing the environment to turn back to normal for a few seconds. When he opened them, however, nothing had changed. So, this would mean... “Y-Y-You’re actually the p-p-princess?!” Suncloak exclaimed, quickly taking a few steps backward, distancing himself from the alicorn.

“Please, calm down.” Princess Luna remained eerily calm. Then again, she might get this more often. “I do not wish to harm you in any way.” She took a step toward the changeling, but he responded by taking a step backward.

“Yeah, right,” Suncloak said. “Then why do you keep appearing in my nightmares to scare me?”

“That was never our— my intention,” the princess said. “I was merely intrigued as to why I would encounter a changeling when walking through the dreams of ponies.”

“Wait, what?” Suncloak said. “You’ve never been in a changeling’s dream before?”

Princess Luna shook her head, her star-filled mane waving left and right. “Never before. I assumed it wasn’t possible.”

Very, very carefully, Suncloak took a tiny step away from the tall alicorn. “Why were you telling me that I ‘wasn’t supposed to be here’, and that I was ‘the only one here’?”

“I was referring to the fact that I had never encountered a changeling in their dreams before,” the princess explained. “Both times I found you, however, I couldn’t find out why it was possible.”

“I wonder why!” Suncloak yelled angrily. “You just come into my nightmares and scare the living daylights out of me! Of course I’d wake up! You’re terrifying!”

Princess Luna looked away, seemingly hurt. “I apologize.”

Suncloak clamped a hoof over his mouth. Did he just yell at and insult one of the princesses?! “I-I didn’t mean it like that!” the changeling said. “I’m just, you know... I’m, I, uh... Please don’t banish me!”

“Banish you? Princess Luna asked. “Why would I do that?”

“B-Because, because you’re really powerful, you’re one of the rulers of Equestria, and I’m a changeling,” Suncloak rambled, his whole body shaking uncontrollably. “I only take love and we invaded Canterlot and did a whole bunch of bad things and there’s ponies who hate me, and you probably hate me too, and, and...” he paused for a moment, dropping to the ground, shutting his eyes and clamping his hooves over them. “I don’t want to lose my friends! I don’t want these nightmares! I don’t want to be scared! I just... I just...” he choked back a sob, but he couldn’t stop tears from running over his cheeks. “I don’t want to be alone.”

Suncloak remained like that, softly sobbing and crying, a safe distance away from the princess. Well, as safe as possible. They were in a dream, and there was no way the changeling could ever get help from anyling whatsoever. She could punish him in any possible way, which was exactly what Suncloak was feebly preparing himself for.

However, after a few seconds, all he could feel was a soft embrace, like a blanket being draped over him. Slowly, he put his hooves on the ground and opened his eyes. He looked to his right, to see that a large, dark blue wing was draped over him. Quickly looking over to his left, he saw Princess Luna laying beside him, having spread her wing to cover the changeling. He yelped and tried to wiggle himself out, but Suncloak felt himself being gently held in place.

“There is no need to cry, my little changeling,” the princess spoke. “You are an Equestrian citizen. You have many friends who care about you, and you yourself have done nothing wrong. Why would I have to banish you?”

Suncloak sobbed. “I don’t know,” he mumbled. He tried wiping away his tears, but it wasn’t really working. He hadn’t stopped crying yet, and his face was too wet to clean it all manually.

With a bright flash, Princess Luna conjured a handkerchief with her magic and levitated it towards the changeling. “I will not say that I understand you, but... I see why you must be so scared,” the princess said. “You obviously care a great deal about your friends. It must be terrifying to meet one of the ponies who could easily tear you away from them, correct?”

Suncloak accepted the handkerchief and nodded. He wiped away his tears and blew his nose, though his face was still a bit messy afterward. “I’ve never been this scared in my entire life,” he admitted. “Not even when I was thrown out of Canterlot, or when I was afraid I was caught and was going to get locked up forever.” He looked at the handkerchief for a second before giving it back to the princess.

Princess Luna took the tear-stained and dirty handkerchief from the changeling with her magic, gave it a disgusted look, and made it disappear with a poof. “I have seen your nightmares. You must be very afraid of being hated, and of being alone.” She looked around, shortly glancing at the two groups standing in the distance, on opposite sides. “I also assume you must be afraid of not belonging to either group?”

“I can never be a pony,” Suncloak said, gesturing towards the group of his friends, and the few unknown ponies, “but I’ve changed so much that I don’t want to go back to the other changelings.” He gestured towards the group of changelings. “And even if I did go back, I won’t even be able to fit in.”

Princess Luna stood up and folded her wing, urging Suncloak to stand up as well. “Your heart is in the right place. As long as that is the case, your first two fears, those of hatred and loneliness, will never come to pass.” She looked left and right, deep in thought. “As for this dream... You tried going towards the two groups yourself. Am I right?”

Suncloak stood up and nodded. “No matter how hard I tried, I couldn’t reach them. What do I do?”

“I do not know the answer to that.” Princess Luna sighed. “However, if I could give you a piece of advice? A suggestion, if you will.”

“Uh, sure.” Suncloak raised an eyebrow. That wasn’t exactly what he had expected. Advice, from a princess?

“If you cannot reach either group, why not make them come to you?” Princess Luna said. “Try approaching the problem from the other side.”

“Huh?” Did she mean for Suncloak to bring his friends to a changeling hive? Or did the princess suggest he introduce Queen Chrysalis to Ponyville? “What do you mean?”

Princess Luna opened her mouth to speak just as the wind picked up. “Ah. It seems this dream is coming to an end.”

Suncloak looked around, seeing the groups of ponies and changelings in the distance slide away. Princess Luna, too, moved away from him, though obviously not of her own volition. “Explain to me! Please!” the changeling cried out, but the wind made it hard to hear even his own voice.

“Have faith in your friends, Suncloak,” the princess shouted at him. “Your fears are not easy ones to overcome, but as long as you believe in your friends, and they in you, you can overcome your fears!”

“No, wait!” Suncloak shouted, sitting up in bed. He blinked a few times, confused. Back in his bedroom. The changeling hopped out of bed, opening the curtains. It was morning, the sun still hanging low in the sky.

Suncloak sighed in relief, taking a look around the room. No green goop on the wall. Good. He thought about Princess Luna. Her suggestion had been very... vague. Suncloak didn’t really know what to do with it. “Worst princess ever,” he muttered.

His eyes widened. “Princess...” the changeling mumbled to himself, a big smile appearing on his face. “Princess. Princess!” he said, opening the door and charging downstairs. There were four sleeping bags there, with Bon Bon, Lyra, Derpy and Vinyl in them. “Princess!” Suncloak shouted, pulling the nearest pony out of their sleeping bag, evidently Lyra, and hugging them. “Princess!”

“Morning Suncloak!” Lyra said excitedly. If she was surprised, she didn’t show it. “How was your night?”

“It was terrible!” Suncloak said, letting go of the unicorn. “But it was also pretty good. And I’m not scared of Princess Luna anymore! Or at least, not as much. I don’t know. But I can think about her without freaking out!”

Vinyl, with an even messier mane than usual, rose up from her sleeping bag, wearing a sleep mask. She quickly swapped it out for her usual sunglasses. “That’s great, Sunny! What happened?”

“Princess Luna appeared in my dream again,” Suncloak said. “She was still pretty scary, and she didn’t even know the spell you cast on me existed. We talked, and she was actually pretty nice, and then she had to go.”

“Well, about that spell,” Bon Bon said hesitantly, climbing out of her sleeping bag. “Uh... should we tell?” She asked, looking at Lyra and Vinyl.

Both Lyra and Vinyl nodded. “There was no spell,” Lyra explained. “We just gave you some courage.”

Suncloak froze. “S-So... You mean...”

“You did everything yourself!” Derpy said, poking her head out of her sleeping bag. Her mane was in disarray and her eyes were oddly normal, but a quick shake of her head fixed both of those things. “Isn’t that great?”

“So I...” Suncloak’s eyes widened. “But Twilight... I mean, you—” he stammered, before passing out from the shock.


The other changelings stared at Suncloak incredulously. “That sounds like a massive load of mucus,” #14 said. “You had nightmares, and meeting a princess solved that?”

“Couldn’t have made it up if I wanted to,” Suncloak said proudly. After they had all gathered in their little hidey-hole, the cave in the Everfree Forest, Suncloak had told them the whole story. He left out the parts where Luna gave him advice and where he passed out, though. The first one because Suncloak didn’t understand it, and the second because it was plain embarrassing.

“What do you want us to learn from that, anyway?” #21 asked. “You had nightmares, and your friends tricked you into confronting your fear, which turned out to be real, and then you weren’t afraid of it anymore?”

“I guess I could say that really intimidating ponies deserve a chance too?” Suncloak said. “I mean, Princess Luna was pretty scary at first, but she was actually pretty nice. It wasn’t really necessary for me to be so afraid of her.”

#14 impatiently tapped a hoof on the stone floor. “You had that whole story, and that’s all you have to say? Even we have come up with better lessons than that!”

Suncloak pouted. “It’s not like I could learn anything else in a week filled with nightmares. Stop complaining.”

“I already kind of knew that,” #2 said. Odd, because he usually kept silent, which was to be expected of a changeling in accounting. “I mean, one of my friends is a really big, burly pegasus who shouts all the time. He was pretty scary at first.”

Suncloak sighed. “But that isn’t really the same as a princess, right?” At least, he hoped that pegasus wasn’t a princess, because that’d be frightening in an entirely different way. “I was terrified of Princess Luna, but it turns out she isn’t that scary. The other way around, ponies must think this way about changelings, too.”

Though he had to admit, thinking about princesses still made Suncloak a little anxious. But not way as scared as before. “Does that clear things up?”

#14 groaned. “I suppose it’ll have to do. I bet someling else has learned something way better this week, though.”

As the other changelings started telling their stories, Suncloak’s thoughts wandered off for a short moment. He still hadn’t figured out what Princess Luna meant with her advice. Make ponies and changelings come to him? Like, a pony and a changeling in one room? He had been in that situation a few times already, and it didn’t solve anything.

He’d have to figure it out later. For now, there were more things to learn about friendship.