Changeling Places

by Foals Errand


A beautiful day in Ponyville

Dear Princess Celestia,

This isn't a friendship report. I was just thinking about you, and I was hoping we could get together and talk sometime. Nothing official or anything, just a chat over tea like we used to do. You remember those days, don't you?

Not immediately, of course. I understand you have a lot of duties as Princess of Equestria, and I have some matters of my own to attend to. Going through my schedule, I noticed that we'll be attending the Crystal Empire to help prepare it for the Equestria Games in a few days. Perhaps you could meet me there? I would love to talk with Cadence as well.

Please give me you answer as soon as possible.

Sincerely, your faithful student Twilight Sparkle.

Twilight put down the quill and sighed contentedly. She couldn't wait to send this letter to her beloved teacher. Though, come to think of it, where was her delivery service? Spike's bed was neatly folded (a rarity to be sure) but he was nowhere to be seen.

Ah, well. He'll turn up eventually. Twilight thought to herself as she opened the window. Celestia's sun was just over the horizon, illuminating the humble town of Ponyville. Birds flitted by the window, singing a merry tune. The streets were gradually coming alive, ponies rising out of bed to greet the dawn of a new day. Twilight saw Lyra and Bon-Bon snuggling together on a bench. She saw a gaggle of young fillies running to Cheerilee's classroom. Many familiar faces, some of whom Twilight hadn't seen in a long time, wandered through the streets and buildings.

After some thought and a little fixing up, Twilight decided to join them. A good walk around town would do her wonders. Opening the door, Twilight glanced around before stepping outside the library. Several ponies saw her step out. They smiled and waved at the town librarian, wishing her a good morning.

Twilight responded in kind, and she strode out of Golden Oaks Library with a big smile on her face. Closing her eyes in contented bliss, Twilight began humming a happy tune to herself...


Before she was bowled over by a big pink blur.

Twilight shrieked in surprise and rage, forcefully pushing the pink thing off her. Once she got back on her hooves, she glared at the pink earth pony that had rammed into her.

"Pinkie Pie!" Twilight snapped before taking a deep breath. "Don't DO that! You scared me half to death!"

Pinkie was bouncing around as usual, but her face seemed oddly serious, and Twilight noticed that she was wearing her Element of Laughter around her neck. "I'm so sorry Twilight, but last night I had a super duper doozy!"

"A...super...duper...doozy?" Twilight repeated slowly.

"Uhuh! Like the doozy I had that day with the hydra, but like, THREE times that much! I would've checked it out right away, but it was such a big doozy I hit my head on the ceiling and fell back asleep! I couldn't even remember WHERE the doozy was supposed to be!" Pinkie kept darting to and fro, looking at everything around her in a frenzied blur. "Now I gotta use my Pinkie Sense to figure out where it is! I know I'm getting closer!"

And with that, Pinkie Pie vanished over the horizon.

Twilight blinked and shook her head clear. She'd forgotten how frustratingly random Pinkie really was. But her Pinkie sense was nothing to sneeze at...

It can wait. Twilight decided, bring the smile back onto her face. The spring in her step back, she trotted off on to her walk.


Her first stop was Sweet Apple Acres. Walking through the forest of apple trees, Twilight succumbed to temptation and plucked a juicy red apple off it's branch for a snack. Taking a bite of the juicy fruit, Twilight started wondering how long it had been since she had a good apple pie.

Then she noticed something odd. Looking up at the field of apple trees, she saw that a lot of them were either larger than normal, coloured in bizarre patterns, or...crabapples? Candy Apples? Pineapples? Twilight stared for a moment before deciding that Pinkie and Rainbow Dash had done one of their pranks again.

She eventually found Applejack standing outside the Cutie Mark Crusader's treehouse in a slightly annoyed temper. "Y'all wake up and git down 'ere, little fillies!" She was shouting. "Yer already late fer school!"

"So?" A sleepy voice answered.

"Five more minutes." Another voice groaned. Twilight recognized it as Spike.

"Hey Applejack." Twilight greeted casually, trotting up to the cowpony. "What's happening?"

"Oh, howdy Twi." Applejack nodded hello. "Nuthin' much, jus' tryin' to get these here fillies up in time fer school. But they won't even come down!"

Twilight chuckled. Fillies. "Here. Let me help."

Concentrating for a second, Twilight cast a spell that created a brilliant flash of white light. When Applejack finished blinking her vision back, the CMC and a baby dragon were lying on the grass.

"Huh." Applejack remarked as the four children begrudgingly stood up. "Ah didn't know ya could do that. Ah thought ya had to see was you was teleportin'?"

"I've been practising." Twilight answered before turning to Spike. "How was the sleepover, Spike?"

"Great!" Spike answered, a lot more alert now. "We played horseshoes and dodgeball, ate an entire apple pie, tried to hop on a pogo stick, juggled, repainted the clubhouse, fixed a hole in the ceiling, roasted marshmallows, sang campfire songs, played harmonica, told scary stories, and named constellations!"

Twilight blinked. "All in one night?"

"We gotta work fast to get out Cutie Marks!" Scootaloo explained as she started setting up her scooter. The other two fillies got their helmets and schoolbags on before hopping into the trailer.

Twilight shook her head with a smile. "Of course you do. Hey Spike, when you get back to the library, there's a letter on my desk. Send it to Celestia right away, okay?"

"You got it, Twilight!" Spike answered before running off. The Cutie Mark Crusaders followed suit, zooming off to school on their ride.

Twilight glanced back at Applejack. "So, what's been happening lately?"

"Not a whole lot, Twi. Look, I got a lotta..." Applejack stared up at the pineapples dangling from her trees. "...applebuckin' to do today. Why don't ya just run along? Rarity's more the gossipin' type anyhow."

Twilight shrugged. "Alright. Just don't overwork yourself again." she warned before trotting off to Carousel Boutique.


Rarity was all too happy to give Twilight the latest updates. By the time Twilight was able to politely excuse herself from the Boutique, she had learned more than she'd ever want to about Sapphire Shore's new songs, Pinkie's experimental cake recipes, Jet Set's affair, Lyra and Bon-Bon's plans to start a family, and Berry Punch's new job. The only bit of news she's paid attention to was Rainbow Dash's update.

Rarity was rambling about Canterlot's fashion choices. "...really, the only ponies who can pull off blue and yellow properly are the Wonderbolts! Speaking of which, Rainbow sent another letter from Wonderbolts Academy today. Apparently they're considering changing it's uniforms!"

Twilight blinked. "The academy?"

Rarity dramatically rolled her eyes. "I know! It's simply ridiculous! I know fashion is constantly changing, but why would the Wonderbolts fix what isn't broken? It's utterly pointless. It seems Rainbow and I finally agree on something." Rarity blinked at Twilight's expression. "Darling, why are you scowling like that? I didn't think the Wonderbolt's fashion sense meant that much to you."

Twilight's expression snapped back to normal. "Oh! Was I scowling? Oh no no no, it's nothing. I was just...thinking about a spell I had trouble with last night. Don't worry about it. So, how is Rainbow Dash doing?"

"From what I can gather, she's doing quite well. Her scores are higher than ever, and she's met a nice...well, I suppose it'd be best if she tells us all personally. Oh, that reminds me..."

And she'd gone off on another tangent, something about Soarin's latest something. Twilight had stopped listening at that point, and she'd excused herself soon after.

The sun was starting to lower in the sky, and Twilight decided to make one last stop before she turned in.


Birds were chirping an unusual song as Twilight approached Fluttershy's cottage. For a minute, Twilight just stopped and stared at the homey cottage. Her eye twitched involuntarily before she shook her head clear, smiled and trotted up to the front door. Hesitating for a second, she knocked on the wooden door.

When the door opened, Twilight smiled even wider. "Hey, Flutter..."

Twilight blinked to make sure she wasn't seeing things. Fluttershy was there, mumbling a 'hello' like she always did. Only instead of standing on the floor like any normal pony, she was standing on the ceiling and giving no indication that this was at all unusual. Her hair even fell to the roof as if it was the most natural thing in the world.

"...s-shy?" Twilight stammered, staring up at the timid pegasus. "Wh-what are you...?"

"Oh, this?" Fluttershy casually answered. "I'm sorry if it bothers you. Discord decided that it was upside-down day today."

"Okay, that makes sense..." Twilight's eyes widened in shock. "DISCORD?!?"

"Speak of the Spirit of Chaos, my little ponies?" Discord abruptly appeared, standing right beside Fluttershy on the roof. The draconequus was wearing a striped prison outfit and carrying a balloon that just touched the floor. "Aaand here I am!"

Twilight leapt back, shrieking in shock. "WHAT ARE YOU DOING HERE?!?!" she roared.

Discord blinked. "Um...I've been here under house arrest for the last week?"

"He's doing much better, if that's what you were asking." Fluttershy added. "He's become much nicer since we released him."

Twilight started stammering. "B-b-but he's-"

"Handsome?" Discord had created a finger puppet of Twilight on his hand that had a perfect imitation of her voice. "Clever! Brilliant! The perfect embodiment of Chaos! Oh Twilight, you are SUCH a flatterer! Why..."

But the real Twilight had already teleported away, leaving Fluttershy and Discord standing on the ceiling.


Twilight reappeared in the Golden Oaks Library, her eyes wild with confusion. "Discord? Free?! The day planner didn't say anything about Discord! How did he get out? Why is he out? What the buck is going on?!" She began ranting, tearing through the desk like a madpony. Papers and documents were all thrown about as the unicorn frantically searched through every word for an explanation. "Rainbow Dash is gone, Pinkie is running around, and Discord is loose! This is bad! This is really really-"

"Twilight?" A small voice interrupted her search. Twilight glanced up to see Spike staring at her nervously. "You...alright?" he gulped.

Twilight tried to smile reassuringly, but it only frightened Spike even more. "I'm fine, Spike! Just fine! So, did you send that letter?"

"Y-yeah, but -"

"Great!" Twilight was suddenly right in front of Spike's face, her wild eyes and her not-even-remotely-calm smile filling his vision. "Then let's talk!"

"T-talk?" Spike was very scared now. "Talk about wh-what?"

"About Discord!" Twilight answered immediately. "When did he get out? How did he get out? Why is he with Fluttershy?"

Spike blinked, backing away from Twilight. "Um...Celestia had you use the elements of Harmony to...de-stone him a while ago...but...you were there..."

"What? NO! I wasn't! Why would I let that maniac loose? There's no way I was there!"

"You-you had to be there! The elements were the only thing that could let him out, and you're the only one who can use the element of magic..." Spike's eyes narrowed. "Twilight Sparkle is the only one who can use it..." he muttered under his breath.

"But...why...she wouldn't..." Twilight blinked furiously, trying to make sense of it all. "What else don't I know? What am I missing here?"

While she was thinking, she almost missed Spike slowly backing away towards the door. She glanced up kist before the baby dragon could cross the threshold. "Spike? Where are you going?"

The dragon froze, shaking with nervousness. "Oh...uh...I was just...I was just gonna...go see Rarity! Yeah, I think she has some...digging for me to do! I'll just uh, see you later, Twi!"

He turned around and tried to run out, but the door slammed shut in his face. When he tried to grab the doorknob, he felt himself being yanked back and forced into a corner.

"Oh, no." Twilight shook her head, slowly walking towards Spike. Her eyes weren't crazy anymore, and here smile was small and unforced. It was the scariest face Spike had even seen. "You're going to tell me everything I need to know."

Spike struggled to get loose, but the telekinesis held him fast. "Lemme go! You can't do this, you crazy-!"

"DON'T CALL ME CRAZY!" Twilight roared in Spike's face. Any pretense of a smile was gone. "And don't talk to me like that! I'm your boss, remember?"

"You're not my boss!" Spike squeaked in defiance. "You're not Twilight!"

As Spike glared up at the purple unicorn, something about her changed. She suddenly got taller, her features more angular. Her eyes...it was like they were suddenly alight with a furious intensity. She looked like Twilight, but a few a few years older and...harder, for lack of a better word.

"I AM Twilight!" She hissed. "Now start talking!"

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

Somewhere else...

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

Twilight Sparkle slowly opened her eyes, blinking the darkness away. Her head was still ringing like an alarm bell, but she was gradually regaining her senses. What had just happened?

She had been filing one of her reports when...somepony appeared. Herself, but older. She thought it was her future self, but she was wrong about...Twilight's memories were coming back in pieces. She was only starting to fit it all together when she finally took stock of where she had woken up.

It was a dark, dusty, empty room that felt...strangely familiar. Cracks of light were streaming in through a boarded-up window, and the empty shelves they illuminated looked an awful lot like the bookshelves of the Golden Oaks Library...but where were all the books? There was nothing but cobwebs and dustmites.

Twilight got back onto her hooves. Everything was still spinning, but she could see the window where the light was coming from. She was so confused...maybe if she got a good look outside, she could figure things out.

The sunlight coming through the window was blinding at first, but her eyes slowly adjusted. As she peered through the wooden boards, sh could gradually make out dirt roads and familiar buildings. It looked like her usual view of Ponyville, but interspersed with the stone and brick buildings were large black masses of a web-like substance. They pulsed with an eerie green light, but none of the ponies walking around seemed to notice or care. And there were an awful lot of black unicorns flying around.

Twilight's blood froze. Those weren't unicorns or pegasi. The streets of Ponyville were filled with Changelings!

A Changeling on the streets glanced up at the window, and Twilight jumped back from the window with a sharp gasp. This wasn't home. This wasn't HER Ponyville! What happened? Where was she? Was this the future that other Twilight had come from?! What was going on?

What was she going to do now?