Scootaloo, Rainbow Dash and Flake wandered through the changeling hive’s old tunnels for what felt like hours. Flake led the way, while the two pegasi followed behind.

“I never thought I’d find myself following a changeling,” Rainbow Dash muttered under her breath. She leaned forward to complain to their leader, “Hey! How far are we going?” She turned to face Scootaloo and raised a brow. “And furthermore, do we even know where we’re going?”

Flake let out an irate sigh. “You’re just going to have to trust me, Dash.”

The impatient pegasus rolled her eyes and turned to Scootaloo. “So, other than myself, he says there are nine other ponies hidden in these particular tunnels?” she questioned her, “Just why are we trusting a changeling again?”

Scootaloo just shrugged. “Because he knows these tunnels. We don’t.” She turned to Rainbow and sighed. “He’s been helping me up until this point, I’m pretty sure you have nothing to worry about.”

“Uh huh,” Rainbow murmured sarcastically. Frowning, she turned back to Flake in question. “Just why are you helping, huh?” She leaned forward suspiciously. “Or are you leading us into a trap?”

“It’s okay, Scootaloo.” Flake sighed and stopped to turn and face them. “Rainbow, I know it’s hard for a pony to trust a changeling after what happened ten years ago. If you must know, I am an exiled changeling.”

“I find that hard to believe.” Rainbow Dash sat on her flank and folded her forelimbs. “And if that is true, I bet you’re using us to gain your reputation back to rejoin the colony.” She pointed at him. “You’re just going to hand us to the Queen, aren’t you.”

“Come on, guys…” Scootaloo tried to calm them. “Rainbow, I found Flake nearly dead by the river.”

“Yeah, so you helped him out, but that doesn’t mean a thing,” Rainbow scoffed. “Scootaloo, changelings are all the same.” She turned to Flake and frowned. “They don’t care about anypony other than themselves, they don’t feel pity even for their own kind, and they don’t know how to love.”

There was a moment of silence. Flake just glared into Rainbow’s eyes, staring blankly at her. Scootaloo could see that there was a lot of tension between the two. Flake gave Rainbow a cold squint. Then, after a long passing of silence, there was a faint splash that emanated at Scootaloo’s hooves. The three of them were quick to glance down at her legs, witnessing that her legs were concealed in changeling cocoon mesh.

Scootaloo was wide-eyed, and in a panic, she tried to run, but she fell over from the numbing in her legs from the effects of their mesh. Rainbow Dash looked into Scootaloo’s damp eyes one last time, seeing her overwhelming fear. Scootaloo had no time to say anything before another two darts of magic was fired from the darkness that struck Scootaloo in the wings and her head, sealing her into a sticky green webbing, rendering her motionless.

“Scootaloo!” Rainbow Dash yelled, when another bullet of green magic came flying toward her. Rainbow saw the spell in time to dodge out of the way, leaping to her left. The dart of magic zipped past her and struck a wall. From the darkness, a changeling came swooping toward them. He dove down to the cocooned pegasus, and picked her up, dragged her past Rainbow and Flake through the air.

“No!!” Rainbow jumped up and lifted off to fly after her, when another dart of magic came firing at her from behind her. It struck her in the back where her wings met her shoulders, concealing her shoulders in mesh. “AH!!” She flipped forward a couple of times and collapsed into the ground.

“Another pony?” the second changeling hovering toward them murmured, “I thought there was only one.”

“Trek! You and Dozer have no business here!” Flake growled at him. In the meantime, Rainbow Dash pushed herself to her hooves, listening in to Trek and Flake.

“Pff, Chitin told me about you,” Trek exclaimed. “He says you’re a traitor.” He turned to glare at Rainbow Dash, who just looked fearfully back at him. “And I can see he was right. So you’re siding with the ponies, hm?”

“We’ll take it from here, you’ve done enough!” Trek lifted back off the ground and flew toward Rainbow Dash with a glowing horn. Rainbow went wide-eyed as she watched him fire a spell that darted straight for her. She had nowhere to dodge from where she was sitting, and with her agile wings concealed in mesh, she didn’t have enough time to react either. Time felt as though it had slowed down as the bullet came soaring toward her, and she shielded her eyes with her hooves from her impending fate.

Then a loud pop emanated from the air, making Rainbow’s ears twitch. She uncovered her eyes and looked ahead of her, seeing that Flake stood in front of her—he had blocked the shot with a shield spell that was glowing from his horn.

Rainbow Dash was lost for words. Her jaw hung open, and she felt overwhelmingly dumbfounded that a changeling stood up for her. She tried to speak to Flake, but she couldn’t find any appropriate words to say to him.

Flake turned briefly to her and yelled, “Go and save Scootaloo, damn it!” With that, he cast a quick spell that struck the mesh on Rainbow’s wings. She could feel the cocoon webbing slowly dissolving as a result. “I’ll cover you!” he exclaimed loudly.

“Uh,” Rainbow Dash stuttered her words and just nodded. “Y-yeah.” With that, she turned and galloped off into the darkness to chase the changeling carrying Scootaloo’s cocoon. Flake frowned and turned back to face Trek, and cringed angrily to him, gritting his teeth. Trek was building up another cocooning spell, and he focused his aim on the pony running off.

“Fly, Rainbow Dash!” Flake called out to her, and he rose up into the air, flying straight into Trek. Their collision into each other caused Trek to misfire, and his dart of magic zipped past the galloping pegasus, missing by mere inches and striking the floor.

As Rainbow Dash ran further away into the darkness, the mesh on her wings gradually fell apart from Flake’s spell, and then her wings spread free. Then with a few determined flaps and an adrenaline pumped thrust, she lifted off into the air and flew after Scootaloo.

Trek floated there, wide-eyed, with disbelief written in his facial expression. He slowly cringed, glaring into the eyes of Flake with his teeth gritting. “So, this is the path you’ve chosen, is it?” he growled.

“At least there is somepony who accepts me for a path I’ve chosen,” Flake replied wholeheartedly.

Trek just furrowed his eyes at that. “Stand down and let me pass,” he demanded. “Or would you rather I cocooned you so you can join the ponies…?”

Flake cringed and sighed in response. “Call it what you like, whether it be betrayal, naive, or two-faced… But I will not let you pass, and I will not let you put those ponies back in their cocoons.” Trek slowly grew wide-eyed as Flake boldly put his hooves down. “So, if you really want to get to them, you’re going to have to go through me first.”

There was a long standoff. They could feel the tension in the silent air as their turquoise eyes glared into one another’s. Trek slowly shook his head in disgust.

Flake sighed through his nose. “If you gave my path a chance, you might just see.”

“Hmh. If you choose to be one of them, then I shall treat you like one of them,” Trek coldly exclaimed. A green glow emanated from his horn.

Before Trek had a chance to fully charge his spell, Flake made a dash straight into Trek as forcefully as his wings would allow him to. “What the—!” Colliding into Trek out of the air with an emanant thud, the two changeling bodies fell helplessly down to the ground. Crashing to the floor, they rolled across the cavern mesh in each other’s strangling grips.

After a few tumbling moments, Flake spread his wings to balance himself when he was above Trek, and forcefully stomped down at the changeling beneath him, pinning him successfully by the shoulders. Trek was lying there, glaring up into his eyes, dumbfounded.

“So, you really can fight,” Trek breathed, then after a short struggle, he pulled his hind legs up underneath Flake, and with a forceful buck, he kicked him off of him. Flake fell over and collapsed onto his back, but was quick to get back onto his hooves. Trek pushed himself up as well, and they stood glaring into each other’s eyes, silently in a faceoff. They began sidestepping, circling each other. “You’ll never be one of us.”

“Heh…” Flake cringed and tensed himself for an attack. “I have no reason to be.” Taking a chance, Flake galloped straight toward him. Trek frowned, bracing himself as he awaited Flake’s assault.

Flake leapt up into Trek with a thrust from his wings. Trek crouched down and reached up, gripping onto Flake’s left forelimb, and using his galloping momentum, he threw him over his shoulder and slammed him into the ground.

Pinning Flake in a headlock, Trek gnashed his teeth, growling. “Why do you betray your own kind??”

Struggling to free himself from Trek’s grip, Flake winced and panted, kicking his back hooves. “Maybe we’re the traitors,” he exclaimed. “If it weren’t for the ponies, we wouldn’t be alive.”

Flake kicked the air a couple more times. “The ponies provide us with what we need to survive, and we treat them lower than even prisoners or slaves.”

Trek winced at that. “What would you know?” he grumbled, “You’re being brainwashed by those two pegasi!” Flake attempted to struggle harder, so Trek just gripped him by the neck tighter to keep him in the headlock. “Are you implying that you really want to go back to the way things were? When ponies ruled Equestria, leaving us in the dust without a care?” He held onto him tighter. “Ponies only care about the harmony amongst themselves!”

An aggressive growl emanated from Flake’s throat. “You hypocrite!” Clenching his teeth, he kicked himself up, and managed to wrap his right forelimb around Trek’s neck above him. Clinging onto the changeling pinning him, he used as much strength as he could to hurl Trek over his shoulder, flipping him onto his back with a thud, and held him there. “The only reason we have what we do now, is because we took it.”

Cringing and growling angrily, Trek hurled his head back, bashing the back of his skull into Flake’s snout. “GAH!” Flake was quick to release him, and he stumbled back, holding onto his muzzle with his left forehoof. Trek stood up and turned to face him, and with a quick leap toward him, he threw a hoof into his left jaw. There was a crackling impact, and Flake tumbled over from the punch and collapsed onto his side.

“Perhaps it’s time you learn your place in this world,” Trek muttered, slowly pacing toward the downed changeling. “If you have no place out there in the wasteland, and you have no place here with us… Then perhaps you don’t have a place. Perhaps, you have nothing.” Flake limply pushed himself back up, and turned to look back at Trek, frowning furiously at him while holding onto his sore jaw.

A growl emanated from Flake’s throat. “I do have something…” he declared. “Something which I fear none of you may ever find.”

“Oh, pray tell?” Trek scoffed. “What could a ratty-winged two-faced no-life parasprite have that we don’t?”

Flake squinted in response to Trek’s insulting comments. “Friends,” he boasted, and with that, his body suddenly engulfed in green flames. Trek stepped back, and watched him make his transformation. And his jaw dropped at the sight of him when the green fire had faded from his shapeshifted body.

“A… a timberwolf??” Trek took a few steps back. “But… but that’s impossible!”

Growling like the true ferocious monster that he had transformed himself into, Flake slowly crept toward him as if he was stalking prey. Trek’s eyes were wide open. “Flake! Wha… what the heck! How!?” He noticeably trembled and panicked. With a kickstart, Flake charged in full sprint toward him. Trek was quick to leap into the air to evade him, flying out of reach.

Flake circled Trek in an impatient hunter’s motion, waiting for him to come back down. Trek was hovering as closely to the ceiling as he was able. “Get away from me!” he shrieked. Then, in a burst of green flames, Flake began to change again…

Two wings of brown feathers emerged from his shoulders, his snout formed into the beak of an eagle, and the claws of a lion. Trek’s eyes widened at the sight of Flake’s griffin transformation. Flake raised his wings, and with a firm thrust, he lifted off into the air toward Trek. The frightened changeling hurried and flew away through the cave, with Flake trailing behind in pursuit. “No, no no! Stop it!”

It wasn’t so much that he was afraid of the monsters specifically that Flake was transforming into, but the fact he was shapeshifting into any creature he seemed to choose. Trek was going in mere circles; he was too scared to fly straight or know where to run. Inevitably, Flake caught up to him, and with his hind claws, he struck the airborne changeling, sending him flipping through the air and crashing into the ground in a comical stumble. Scrambling quickly to his hooves, Trek turned to Flake with widened eyes in a battle stance, trembling.

Flake hovered in the air for a few moments, and then slowly, he descent to the ground. Upon landing on the ground, flames engulfed his body once again. Trek stepped back, anticipating his next chosen form.

The green flames engulfing his body lit the cavern. Two red bat-like wings replaced his brown feathered ones, and the rest of his body shifted from feathers to crimson scales. When the fire covering his body had vanished, Trek froze with his jaw hanging open at the sight of Flake’s fierce transformation of the rare, winged reptilian creature know all across Equestria.

Flake huffed a cloud of green smoke from his nostrils, and crept toward the cowering changeling. Wings fiercely spread apart and serrated teeth gnashing together, he stopped a mere two meters away from the trembling changeling who couldn’t seem to move. Flake stared him down with his yellow slit eyes.

There was a long moment in silence between the two. Flake just stood there in the form of a dragon, and Trek remained unable to move or speak. He was shivering from ears to hooves. After a long and quiet standoff, Flake sat up straight, and green fire consumed his body.

The flames vanished in a faded puff of green smoke, revealing himself as his normal changeling form once again. Trek’s ears twitched in response, and he stopped trembling, though he was confused. “I… I don’t understand,” he murmured. “How? We can only transform ourselves into the shape of another pony.”

“That’s what you all seem to believe.” Flake sighed. “But none of you ever went out into the wilderness to find out for yourselves. You just stayed cooped up in the hive all these years until finally a pony escaped for you to have a reason to do so.”

Flake shook his head and rolled his eyes. After a short pause, he exhaled through his nose and furrowed his brows. “I have always been rejected by everyone, no matter how hard I tried. The Queen would never look at me twice, and nobody would even care to even know my name.” He cringed. “Why? Because of these.” He spread his corrupt, ratty wings for emphasis. “I was always told I would never fly well. I was told I would never be good enough for the hive... That I was nothing. To anyone.”

Trek squinted at Flake’s wings, and looked back into his eyes. “But… how is it that you fight so well if your wings are like that, or without training? How is it… that you can change into anything?”

“I wouldn’t say I can shapeshift into anything,” Flake corrected him. “We can transform into creatures which feel love and compassion. Transforming into other creatures is another thing I’ve been practicing on my own.” He winced, and his ears fell back. “Do you really want to know how I am able to do what I do? Or exactly how my wings have become so brittle?”

There was a pause. Trek acted as though he tried not to care, but he still found himself sincerely asking, “How?”

Flake turned to his side and winced at his frail wingspan. “Nine years ago, back when my wings were healthy like your own, I looked up to Chitin and his search crew. And I tried very hard to make it into his team.” He lowered his head. “They, nor the Queen, would ever accept me, because I didn’t have the proper training necessary.” Raising his head again, he looked to the ceiling with a saddened frown. “Nobody seemed to care, and sometimes, I wondered if I was the only changeling in the hive who felt emotions. And all I ever wanted, was acceptance.” He looked back to Trek. “Which, I am certain, is something we all want.”

“In the attempt to be enrolled in a group among the hive, I went looking for training. None of the other battle trainers in the hive would let me in, because I was too small for my age. I was a runt. A weakling. They said I would never pass,” Flake muttered. “And the flight trainers gave me the very same lecture. They said I needed to grow into my wings before I would ever be a good flyer.” He paused briefly, his eyes wandering. “So, I went looking for my own training.”

Trek’s ears twitched, and he looked to him with a raised brow. “How do you do combat training alone?”

Flake cleared his throat. “Once the ponies were all cocooned, there was never any point for changelings to leave the hive any more. Everyone had everything they needed stored in one place inside this mountain. Everyone, except for me…” He sat on his flank and sighed, and after a brief pause, he murmured silently. “So I left.”

“I don’t understand. Why?” Trek tilted his head and cringed. “What was there out in the wasteland for you that wasn’t in the hive?”

Flake frowned in response. “Training.” He looked up. “Out there in the wastelands of Equestria, I did what the rest of you were afraid to do, because I had no other purpose. I hunted down monsters, and I fought them. On my own, I battled timberwolves, griffins, manticores, cockatrice... and even a dragon.”

“It wasn’t a full grown dragon, but yes,” Flake replied. “I’ve fled from many fights at first, seeing it how I was incapable of standing a chance. But as time went on, I grew better with my fighting, and worked my way up to battle stronger beasts, and found I was able to defeat some.”

“Define defeat,” Trek requested. “Did you have them cocooned? Did you kill any?”

“No,” Flake replied. “I don’t think I should have to cocoon or execute my opponent to prove I can beat them. A proven defeat is when your opponent has cowered or run; given up. I don’t strike my enemy when they’re down.”

Trek squinted and turned away, realizing that’s what had just happened. Flake could have taken him out when he was cowering right there if he wanted to. But he didn’t.

“After defeating that dragon—mostly by luck—I decided it was time to face the one creature we’re all afraid of. The feared monster of Canterlot.”

Flake nodded. “I nearly died, but I successfully defeated her, and she combust into ashes. I’ll be honest, I had no intentions to take her down that hard. By luck it seemed, this was the first monster I have actually killed, and it was for my life’s sake. The phoenix was powerful, and I wouldn’t have gotten away without it coming back after me.” There was a pause, and he frowned. “Full of pride, I was going to bring the ashes to the Queen to show her what I’m made of, that I was able to defeat the hive’s most feared monster on my own. But on my way back to the hive, the phoenix reformed itself from the ashes. I had no idea they could do that…” He looked back over at his wings and exhaled. “Reborn from the ashes, she burst out of my saddlebag, and corrupted my wings with her newborn fire. And the only reason I survived after that, is because I fell with my wings ablaze, and I landed in a lake, which put out the fire.”

“I had an epiphany that day,” Flake continued. “When I resurfaced from the water, I looked up to the phoenix, and she looked back down to me. I was scared. But then, the phoenix just turned around… She didn’t come after me any more. She went home, back to Canterlot.” He exhaled through his nostrils. “It was then when I realized, it wasn’t just ponies who felt compassion, or love. Every creature does. If that phoenix didn’t feel those emotions, she would have come after me without a care for remorse. And it occurred to me, that the only reason she tried killing me in the first place, was all a case of self defense. Not because she wanted to do it. I never really understood compassion or love, all I knew was that creatures like that had it too, not just ponies.” He tucked his wings in. “It’s because of that night that my wings have become corrupt and frail. And ever since, I knew that nobody would ever accept me. And I didn’t need another changeling to tell me that I would never become a great flyer, because with scorched wings like these, I already knew that.” He looked up. “But that didn’t stop me from practicing. In the wastelands I remained, practicing, flying and fighting. For years I stayed away from the hive, because I was afraid of going back...”

There was a quiet moment. Trek’s eyes wandered, thinking about everything Flake had said.

“Out on my own with brittle wings, I found a way to keep myself alive… By feeding off of love from creatures other than ponies,” Flake exclaimed. “I was right. Every creature felt it. And that being said… I learned that I was able to transform into those creatures, too. So, that became a new practice for the next several years.” He shrugged. “I’ll admit it isn’t easy learning how to change into something you’re not used to. But if that creature feels any compassion at all, it is possible.” Looking up, a faint smile emerged on his face. “I used to believe that the love we feed from could only come from a pony alone. But as time went on, I learned that every living creature feels that emotion. And then, that pony showed me… that I have it too. That I don’t need to feed off of love to survive. That love is something that lives within all of us.”

Flake took a moment to think about an answer. “I came back because I wanted to show all of you what I have learned. That our race can live on forever without the ponies.” He hesitated and squinted, turning away. “But… to prove this, I needed… a pony…”

“Wait a second,” Trek caught on quickly. “In the dome, the pony that had escaped… The changeling that took her down, claiming she was completely drained of love...” He twitched. “That was you?!”

Flake didn’t say anything. He just looked blankly into Trek’s eyes, his expression answering his question for him.

“You knew all along that she was still alive in her cocoon when you took her down? Your intentions were to set her free?!”

“My intentions were to show the Queen that the ponies don’t need to be cocooned for us to survive,” Flake explained. “I didn’t expect her to get away. And when she did, I snuck into your search crew to get her back and show you I was capable of more than I look like I am.” He winced. “I have my doubts that Chitin had mentioned anything about this to you, but I had actually captured the pony when she was out in the wilderness. I had cocooned her and was on my way back to the hive with her...” He frowned and turned away. “Things took a turn for the worst from there.”

“Chitin tried taking the pony from me after learning that I wasn’t actually recruited by Chrysalis. And I had ensured that he didn’t take her from me—I punt her in the river, which the water had dissolved her cocoon,” Flake exclaimed. “As a result, since Chitin couldn’t have her, he cast Red Death on me.”

Silence overtook the conversation. Trek shook his head. “No. Chitin wouldn’t cast a spell on another changeling that the Queen had forbid us to use without her consent.” He pointed a hoof at him and frowned. “And if he did, you’d be dead.”

“Well, the whole reason I’m alive is because of the pony,” Flake revealed. “Despite catching her, she still came back, and she saved my life with a burn healing potion.” He shrugged and sighed. “I couldn’t understand why the pony would do such a thing for her enemy. And as a result, I grew curious, and I followed along her side to learn more. And from then on, her continuous acts of friendship taught me so much more about compassion and love than I had ever known in my lifetime. She showed me emotions I had never experienced from my own kind. Good feelings…” He squinted while trying to pinpoint exactly how to describe it. “She makes me feel… happy... accepted… wanted…” His eyes widened. “Do you have any idea what that feels like, Trek? To feel loved?”

Trek paused, and his eyes wandered. “I can’t say I know what you’re talking about. I don’t know the feeling, I only know what it’s like to consume it,” he said quietly, thinking hard about it and how else he could response. “But if it’s true about what you say, that the pony saved your life… An explanation as to why would suffice.”

“Why don’t you ask her yourself, then maybe she will help you understand,” Flake suggested and shrugged. “You’ve never actually spoken to a pony, you don’t know what they might say or think, because they’ve been in cocoons for as long as you can remember. Aren’t you at least a little bit curious what a pony might have to say to you if you gave them the chance to talk? Because here is your chance.”

Trek turned away at first, wincing in self-disgust for allowing himself to be subjected into this.

“There is love within all of us. And I know it exists in you, too, Trek.” Flake tilted his head. “Somewhere...”

Flake just grinned. “Because if you didn’t feel any compassion at all, you wouldn’t have stopped to listen to me speak.”

Trek just looked back into Flake’s eyes, and felt dumbfounded by the truth in his statement. As much as he would want to deny it, he had to be right about that.

“So, why don’t we go get her, so she can help you find out for yourself what love is, and where it comes from? I know you’re curious like I was and still am about it, so what do you think?” Flake murmured calmly, and leaned forward with a risen hoof. “Help me…?”

Looking away, Trek kept silent. It took a few moments, and he hesitated, but eventually he looked back to him with a sincere expression. And after a pause, he nodded. “Just this once,” he said solemnly. “I can’t say I have gained your trust, but I won’t lie that I am curious about what the pony may have to tell me.”

~ ~ ~ ~ ~

Many thanks to these gentlecolts:
Proofreading and Editing done by The Princess Luna and David Hasselhoof.
Prereading and other Assistance by Morfonious.

Requiem of Equestria

by TheBlox

Within Us All