A Wolf in Sheep's Clothing

by Dee Pad

Bonus Chapter 4 - Education

A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 4: Education


The air over Ponyville felt much more crisp this morning, like something had been taken away from the town's atmosphere. The color of the surrounding flora was changing, and the fauna seemed to be becoming more and more scarce by the day. The winds were stronger and colder as well, and Princess Celestia's sun spent less time in the skies above than it had in recent days. Ponyville was undergoing some kind of metamorphosis.

Shade shivered as he traipsed through town, Chamella close to his side. Looking around he saw more and more signs of change within his new home, yet somehow things were beginning to look and feel more familiar than he was comfortable with. The leaves turning shades of brown and orange; the air filled with a bitter chill; the sudden disappearance of the local wildlife.

"This place is starting to look like the Changeling Kingdom," Chamella pointed out, voicing the same thought going through her friend's head. Shade could hear the slight tinge of worry in her voice.

There was no doubt that Ponyville was starting to remind them all too much of their former home. The summer months had come to an end and autumn was upon them. The warmth of the past months they had spent in Ponyville was gradually, but noticeably, starting to dissipate as if their past were trying to remind them of the struggles they had had to put up with and was attempting to stalk them wherever they go.

But Shade knew better. He had been told about this in advance. Knowing where he came from and what it was like, Winter had kindly informed him of the changes that would be occurring over the next few months. Things may get slightly uncomfortable for the pair of changelings, but she assured them that everything was perfectly fine.

"The seasons are changing, that's all," Shade stated simply to quell his friend's concerns. "It might be autumn all the time back there, but the rest of Equestria cycles through four different seasons."

"Spring, summer, autumn, and winter. Right?" Chamella said, recalling the same information that she had been taught by Twilight Sparkle during her studies.

Shade passed her a comforting smile. "Yeah. Once autumn's over, winter starts. It's supposed to be even colder then."

The purple-maned female shivered at just the thought.

"But after that spring starts again. Autumn isn't something we're gonna have to suffer through anymore. We just have to...put up with it for a few months."

"We've put up with it for years already. I think I've had enough."

Shade gave his friend a reassuring pat on the back. "It's not a big deal though, is it? We have actual houses and food and stuff now. Shelter, food, friends, and we only have to put up with cold weather for half the year. Sounds like a good tradeoff if you ask me."

The pair ceased their walking, finding themselves standing before the large oak tree that was Golden Oaks Library and home to their teacher, Twilight Sparkle.

"All of that and we get to learn everything we need to function in pony society," Shade said with a grin. "Come on, Chamella, let's try not to dwell too much on the past, okay?"

Chamella finally managed a smile. It was hard to be downtrodden when your best friend was doing everything in their power to keep your spirits up. The changeling mare straightened herself up and pushed any lingering worries to the wayside. Right now she needed to focus on today's studies and Twilight's teachings. Reaching forward, Chamella turned the handle on the library's front door, pushed it open, and the two entered.

But they paused. On any normal day of study, Shade and Chamella would arrive at the library to find textbooks and worksheets laid out on the table in the center of the foyer, having been placed there by Twilight in anticipation of the day's lessons. However, today there were no texts, no worksheets, not even a single scrap of paper on the table. Instead they saw a pair of suitcases and a plethora of random knickknacks like toothbrushes, combs, and even several articles of formal wear.

If that sight itself were not odd enough, the very unicorn who was supposed to be teaching them was trotting here and there with an assortment of other odds and ends floating about her in her magical grasp. Trailing behind her every step of the way was her little dragon assistant holding a quill and a piece of parchment, making checks as Twilight rattled off the various items.

"Formal gown?"


"Spare formal gown?"




The unicorn halted and turned back to her assistant. "Breakfast, lunch, and dinner?"

Spike quickly checked the three toothbrushes laid out neatly on the table, checking the labels on each. "Check, check, and check."

"The complete works of A. K. Yearling to read on the way?"

Spike hopped up onto the table and unfastened the clasps on the one closed suitcase, flipping it open to reveal that it was stuffed with nothing but novels. The baby dragon began to count the books inside before turning back to Twilight. "Check."

Twilight tapped her chin as she pondered something. "Hrmm... Maybe I should pack some exercise clothes. We might go for some early morning jogs."

Spike passed her a blank look. "Do you even have exercise clothes?"

The unicorn stopped to think. "Pack some extra bits. I might do some clothes shopping when we get there."

Shade and Chamella looked to one another in confusion. Whatever was happening here probably wasn't on the itinerary for the day. Shade finally decided to speak up. "Uh, Twilight? What's going on?"

The lavender mare's ears perked up suddenly and she whirled around to find her two guests standing in the doorway. She let out a shocked gasp. "Oh, gosh, I didn't know you two were there!"

"Don't be surprised," Spike addressed the changelings. "She was in one of her 'checklist zones.'" He shook the paper he was holding to accentuate the point.

Chamella took a moment to size up the material on the table, tilting her head in puzzlement. "I don't understand, what does all this stuff have to do with our lesson today?"

Twilight's ears flattened against her head and gave them an apologetic look. "I'm so sorry, you guys, but I'm afraid there's not going to be any lessons today."

"What? Why not?" asked Shade.

Twilight sighed remorsefully. "I'm sure you two remember Princess Cadance."

How could they forget? They and the other changelings were responsible for almost ruining her wedding and Chrysalis had almost outright killed her. It had been about half a year since that happened, yet somehow it felt like it was only last week.

Twilight could tell by their expressions that they didn't forget. "Anyway, with everything in the Crystal Empire settling down a bit after the whole King Sombra fiasco, Cadance has invited me to go back for a visit. No interruptions this time." She placed a few objects held by her magic in one of the suitcases and snapped it shut. "I haven't really had much time to do any catching up with her with the way things have been lately. She and my brother have been far too busy settling into their new palace and preparing to govern over the Crystal Empire." She turned to Shade and Chamella with a pleading look in her eyes. "I haven't seen her since I was a filly, and now that they've gotten everything under control up there, there's finally time for us to have some girl time."

Shade looked over the suitcases once more. "So, you're leaving?"

"I'm afraid so. I'm sorry I couldn't tell you sooner, but the invitation was very sudden; I only received it this morning. I plan on getting there as soon as I can to get as much time with Cadance as possible."

"How much time exactly?" asked Chamella trepidantly.

"One week."

"One week?!" Shade balked. "But we haven't missed even a day since we moved here."

Twilight simply shook her head. "I'm sorry, Shade, but you're going to have to make due without me for a while." She put on an amused smirk. "You know, most students relish the idea of getting a week away from schoolwork."

"But I like studying with you, Twilight," Chamella said weakly. "What am I going to do if you're not here? Nopony in Ponyville is as smart as you."

"Even if that's true, that doesn't change the fact that stuff like this is gonna come up. I teach you because I enjoy it and because I know you enjoy it, but it's not actually my job. I'm still a student myself."

Twilight could clearly see the dejected looks on the pair's faces. She was certainly proud of them for wanting to pursue their education so fervently, but what could she do? She couldn't just turn down this rare chance to see one of her oldest friends again.

"Hmm..." the unicorn hummed in thought with her eyes closed.

Spike took quick notice of her pondering. He knew better than anypony when Twilight was getting an idea. "What's up, Twilight? What are ya thinking?"

Twilight opened her eyes again, a resolute smile on her face. Shade and Chamella awaited whatever it was she was about to say eagerly. "Like I just said, teaching isn't my job. However, there is somepony in Ponyville who has dedicated their life to teaching young ponies everything they need to know."

Shade looked a tad skeptical. "But it's like Chamella said, nopony's as smart as you."

Twilight shrugged. "Maybe I am one of the smartest people in town, but their are others with more experience in teaching and may have better learning techniques for you than I do."

The changelings looked at each other with curiosity. "And who might that be?" Shade asked.

Twilight turned to her scaly assistant. Spike looked up to the clock on the wall, then back to Twilight. "We've got time before the train leaves."

"Great!" Twilight chirped with a grin. "Then I guess I'll just introduce you to her. Follow me."

***** ***** *****

After leading them through town, Twilight brought Shade and Chamella to a large, grassy field. In its natural state, this field would make for perfect grazing grounds for local fauna, not to mention a great place for ponies to relax, sunbathe, and maybe have a picnic. But the lush, green meadow has long been re-purposed. At the end of the dirt path the trio were on was a bright red, almost pink, building of modest size, barely large enough to have one or maybe two rooms at the most. The grassy field surrounding the building had been fenced off as well. Within the property was various playground equipment such as slides, swings, and a tetherball pole, all of which were currently not in use. As a matter of fact, the place was so quiet one would think that there were nopony here at all, despite Twilight's insistence.

Of course, it had been half a year since Shade and Chamella officially moved to Ponyville. They knew full well the purpose of the establishment, but had never really paid it much mind until today. It was a school, a place for young foals to learn basic knowledge and skills that would help them greatly in their later years. Essentially a place to arm them with the tools they need to tackle adulthood.

As the three approached the front door of the establishment, Twilight paused to address her companions. "This is The Ponyville Schoolhouse. All of the foals here in Ponyville come here to learn in the same way you two come to me."

Chamella glanced around to the empty playground, seemingly searching for something. "But there's nopony here."

"That's because the school year hasn't started yet," Twilight explained. "The students take the summer months to relax and unwind with no worries about schoolwork. They get right back to it in the fall. In fact, school starts up again tomorrow, so this time tomorrow the place will be packed with foals eager to learn."

Shade raised an eyebrow in confusion. "Then what are we doing here today? Nopony's here."

Twilight chuckled at Shade's skepticism. "Because if anypony is going to be here early, it's the very pony I want you meet." Having said that, the unicorn rapped lightly on the door and waited with a friendly smile.

Much to the surprise of the two changelings, a chipper voice called out from within informing them that the owner of said voice will be there momentarily, shortly followed by the sound of hoofsteps coming towards the door. The wooden door swung open and the three visitors were greeted by the smiling face of a magenta, earth pony mare with a mane of pale, pink stripes and a cutie mark depicting three happily grinning flowers. Her face seemed to light up when she saw Twilight.

"Oh, hello, Twilight!" she greeted enthusiastically. "What can I do for you this morning?"

"And hello to you, Miss Cheerilee," Twilight replied before answering her question. "Actually, I have a request."

It was only now that the mare named Cheerilee peeked over Twilight's shoulder to notice the pair of changelings standing behind her. It didn't take a genius to deduce that the unicorn's request had something to do with them. "And what might that be?" she asked with curiosity, passing another glance to the two foreigners.

Twilight simply stepped aside and gestured to Shade and Chamella. "First of all, I'm not sure if you've ever been properly introduced to our town's newest residents. This is Shade and Chamella."

The two offered their greetings in the form of a simple "Hi," and "Hello."

Cheerilee stepped forward and out of the schoolhouse. "Why, you're right, Twilight. I've heard quite a lot about these two over the past few months, but have never actually met them face to face." She addressed the pair proper now. "My name is Cheerilee. It's a pleasure to meet you."

Despite how long they've lived here, the two changelings found themselves meeting new people almost everyday. With so many ponies it was starting to make the town feel significantly larger than it appeared at first glance. It was also encouraging to see that the more people they met, the less trepidant people seemed to be when they met them. Word of their good nature must pass from pony to pony.

"Miss Cheerilee is the teacher here at The Ponyville Schoolhouse," Twilight elaborated. "She's the one in charge of teaching the foals in town everything they need to know about life and...well, just about everything else too."

Cheerilee dismissively waved a hoof. "Oh, I don't know if you can say 'everything.' Just the basics really. Math; history; literature. You know, basic stuff." She leaned in to whisper to her three guests. "I tend to leave the more...grown-up subject matter to their parents. This is an elementary school after all." Her expression shifted suddenly as if she had just remembered something. "Oh, that's right, you wanted to ask me something, Twilight?"

The lavender mare nodded. "Yes. I was wondering if you would be willing to take on a couple of extra students when school starts up again."

The teacher seemed to be at a loss for words, only finding herself glancing back and forth at Twilight and the two changelings. "You mean...them?" she said in an unsure tone as she pointed.

"That's right," the unicorn affirmed as if unaware that there were anything at all strange about the request. "You see, since they moved here I've been teaching the two of them myself, though my teachings have focused primarily on phonetics since they didn't know how to read prior to moving here."

Cheerilee looked sympathetically at the changelings. "Is that right? You poor dears. I can only imagine what it must have been like for you during your first days here."

Shade scratched the back of his head and turned his eyes upward. "Yeah, it wasn't fun."

"To clarify," Twilight continued, "they've come a long way since then. They're actually very quick learners and quite innovative as well." She gave her students a proud smile to which they both blushed modestly.

"So, what's changed?" Cheerilee asked. "Why do you want them to enroll in my school?"

"Well, simply put, I'm leaving town for a week. Apparently these two are so excited to learn that one week is too long to go without studying," Twilight said with a roll of her eyes.

"Really?" Cheerilee giggled. "My, my. I suppose my usual students could learn a thing or two from you then. They get all antsy when the weekend approaches. If they learn that they're getting a week off, they're bouncing off the walls."

"We're just trying to fit in the best we can," explained Shade.

Cheerilee offered a kind smile. "If that's the case, then I see no problem with allowing them to sit in my classroom and attend my classes. School starts nine o'clock tomorrow morning. I look forward to seeing you there."

"And who knows," Twilight added, "maybe you'll like it so much that I won't need to teach you anymore."

Shade and Chamella cast unsure glances to one another. "I...don't know about that," Shade said. "Let's just start at a week and see where it goes."

"Fine, fine," Twilight said as she brushed past the pair and began to make her way home. "Wishful thinking on my part I guess," she quietly joked. "It was nice talking to you, Miss Cheerilee, but I have a train to catch. Goodbye!"

Cheerilee waved goodbye to the other academic mare. "Goodbye, Twilight. Always nice to talk to you." She turned to the two changelings who were still there and grinned. "And I'll see you two tomorrow."

***** ***** *****

Despite the changing of seasons, the new morning's air was still and surprising warm, even if the sky was a tad overcast. Even though autumn was gradually approaching, the summer's warmth hadn't disappeared just yet, much to Shade's relief. Though he hadn't seen clear skies in a little over a week now, he was willing to welcome any semblance of the summer heat he could get.

Shade traipsed down the path towards the schoolhouse, carrying with him a brown, paper bag that Winter had packed for him that morning. When he told his lover what he and Chamella were going to be doing, the changeling didn't exactly get the reaction he expected. Instead of taking the role of the supportive-no-matter-what girlfriend, she treated the whole thing like it was some kind of joke. She made it clear, however, that she was going to be supportive all the way through, but not without having a good laugh first. Shade was almost expecting his "lovingly" packed lunch to only contain a piece of paper describing the definition of the word "patronizing."

As the schoolhouse came into view, Shade could clearly see several foals already heading inside. The morning silence was broken by the chatting and laughing of conversing fillies and colts as they waited for class to begin. One voice called out from behind Shade which he immediately recognized. He turned around to find his childhood friend trotting up to him with a eager, albeit somnolent, smile. Accompanying his changeling friend was a small, unicorn filly with a curly, pink and purple mane.

Working and living with Rarity at Carousel Boutique, Chamella has spent a fair amount of time with the fashionista's little sister, Sweetie Belle, and the two seemed to have become fast friends. It was relieving to Shade to see Chamella making new friends on her own, though he himself had not spent much time around the little filly as she had.

Chamella stopped when she caught up to Shade and gave a friendly smile to greet him on this morning. She turned to Sweetie Belle. "Uh, you go on ahead, Sweetie. I'll be there in a minute."

The little unicorn nodded with a cute grin. "Okay. Don't worry, Chamella. I bet you're gonna have a lot of fun today!" the filly chirped before skipping off to the schoolhouse to join her classmates, leaving Shade and Chamella alone outside.

"Are you nervous?" Shade asked his friend with concern.

Chamella's smile persisted as she shook her head. "Not really. Sweetie Belle said it's fine as long you have friends with you."

Shade couldn't stop himself from smiling proudly. Normally the idea of being around a group of people was cause for concern for Chamella. Shade was happy to see her self-confidence growing by the day. Admittedly though, Shade was a little pensive about the idea. He knew this wasn't going to be like Twilight's lessons and, in some way, that worried him. They were going to be discussing subjects that both he and Chamella had no experience with. Grasping these new concepts was going to prove to be a challenge.

"Good morning, you two!" came the chipper voice of their new teacher. Cheerilee stood in the doorway of the schoolhouse as Shade and Chamella approached the building. They both offered their greetings to her as well. "I'm afraid we don't have time to chat; class is about to start. Just follow me and we'll introduce you to your new classmates, alright?"

The three entered the schoolhouse and Shade and Chamella were finally able to get a good look at the inside. It was just a single room, but they had easily deduced that based on its size. The walls were lined with many posters preaching the importance of education as well as crude drawings that the foals had made with colored pencils and pinned to the wall to display them. Aside from all that, the most defining characteristic of the establishment were the rambunctious children. Though they were all seated at their desks, they continued to laugh and shout and even tossed balls of crumpled paper at one another. Was this a typical morning at The Ponyville Schoolhouse?

Cheerilee addressed the class calmly, her smile a clear indication that she was used to dealing with roughhousing colts and fillies. "Alright, settle down, my little ponies. It's time for class to begin." The noise in the classroom faded immediately and every foal sat up straight in their desks as if her voice had some sort of commanding power over the children. It was quite evident that she was well respected around here.

But their attention remained on their teacher for only a moment before they all caught sight of the two changelings standing at the front with her. The students shared confused glances with one another with the exception of Sweetie Belle who waved silently to Chamella.

"Now then," Cheerilee started, "before we actually begin, I'm sure you would all like to know who our two guests here are."

A groan came from a pink filly, seated in front, wearing a tiara. "They're not gonna lecture us about the changeling homeland or some junk, are they? Learning pony history is boring enough."

"Not quite," Cheerilee corrected, her smile persisting. "I'm sure you're all aware that these two have been living with us here in Ponyville for quite some time now, but for those of you who haven't actually met them yet, allow me to introduce them. Class, say hello to Shade and Chamella.

"Hello, Shade and Chamella," the class obeyed in rehearsed monotone.

Shade noticed out of the corner of his eye that Chamella had inched back ever so slightly and was likely fighting the urge to shield herself behind him as she had often done in the past. It seemed her earlier confidence was being called into question now that she was standing before a room of strange ponies, even if they were only children.

Cheerilee cleared her throat to continue speaking. "I know that typically when we have guests they are usually here to help teach special lessons to you all. However, that's not why Shade and Chamella are here today."

Once again, puzzled looks were shared amongst the class. Sweetie Belle wore a giddy smile on her face, perhaps excited to be the only one in the know.

"They are your new classmates," the teacher finally revealed.

The relative silence of the classroom was broken by uncomprehending murmurs, shocked gasps and one squealing filly. Several raised their hooves in the air to beckon to their teacher, but Cheerilee gestured for them to lower them and continued.

"Now, I know you probably have a lot of questions, so I'll explain the best I can. You see, the place where Shade and Chamella come from is what is known as a third-world land; a place where they have no money and little food and shelter. As a result, they have no schools either, so they have never been afforded the opportunity to get a proper education." She gave the pair a reassuring smile. "But now that they live in Ponyville, they finally have that chance. And I'm sure you'll all treat them with the same respect you would show any of your other classmates, right?"

"Yes, Miss Cheerilee," the foals agreed in unison.

"Good. Shade, Chamella, why don't you two find some empty seats and we'll get started with today's lesson, hm?"

Cheerilee turned to the chalkboard at the front of the room to begin the morning's teachings, leaving the two changelings to scan the classroom for vacant desks that they could occupy. Sweetie Belle jutted her hoof up into the air to grab their attention.

"Chamella, over here!" she whispered, pointing frantically to an empty seat directly beside her in the second row. A smile managed to find its way back to Chamella's face and she briskly trotted over to her little friend. She would obviously be most comfortable sitting next to somepony she actually knew.

As luck would have it, the desk ahead of Chamella was also available, giving Shade not only a place to sit, but somewhere where he could look out for his friend if she needed him. It was only now that they realized just how big the size difference was between kids and adults; the desks felt more than a little cramped and were clearly not designed to be used by full-grown ponies or, in this case, changelings.

As Cheerilee's teachings began, any nervousness the two shapeshifters felt began to gradually drain away. The other students had stopped periodically glancing their way and were instead focusing on their teacher. Up until now, Shade had been worried that the addition of other subjects to his studies would make learning new things harder and was afraid he would find it increasingly difficult to keep track of so much different information. However, he found himself engrossed by Cheerilee's lessons. To start the day she regaled to the class the history of the three pony races, touching on the wars between them and the peace that followed when they had settled their differences after years of fighting. The topic managed to hit home a little.

Though Shade found the subject of Equestrian history fascinating, mathematics turned out to be a beast of a different color. Cheerilee scribbled various sequences of numbers and symbols across the chalkboard. Simple addition and subtraction were one thing, his job as a waiter meant tallying up prices all day, but when she started talking about multiplication and division, Shade felt like he was learning to read all over again and the writings before him were of a foreign language. He chanced a quick glance around the room to find many a colt and filly struggling just as much with the material as he was. He breathed a relieved sigh knowing that he wasn't alone.

What he also noticed when he looked around was that the other students were busily writing things down in notebooks. Shade and Chamella weren't unfamiliar with the idea of having notes to browse through when Twilight had taught them something, but for some reason they never thought to bring the materials with them. Not that it mattered, after all they were only going to be here for a week. They could just attempt to keep track of things mentally.

Shade and Chamella jumped with a start when a loud, continuous ringing noise echoed through the building's single room. The instant the noise began, every filly and colt in the classroom closed their notebooks, hopped from their seats and made their way to the door. Shade looked back to Chamella as if he figured she would have some sort of explanation. He received only a confused shrug.

Cheerilee abandoned the chalkboard with a sigh and a roll of her eyes. "Those foals, I swear. Attention spans like flies." She smiled cheerfully at the only two students who remained seated. "Well? Aren't you two going to join the others?"

"Wait, that's it? School's over?" Shade asked, puzzled.

Cheerilee giggled with amusement. "Oh heavens, no. It's only been two hours. It's time for recess, that's all. You two can head outside and take a break from your schoolwork for a while. We'll get back to it in twenty minutes."

It sounded like a familiar concept. Twilight would often schedule breaks when studying so as not to burn them out and give their minds a chance to absorb everything they've learned so far. But it was hard to believe that two hours had already passed. They felt like they had just got here.

Following their teacher's order, Shade picked up his bagged lunch and he and Chamella opted to join their new classmates outside where they observed the foals acting similarly to how they had been when they first arrived: rambunctious, playful and loud. Many of them had already occupied the swing sets and slides while others sat at picnic tables to enjoy a light snack. Sweetie Belle was one of the latter.

The energetic filly signaled to the pair of changelings as soon as they came into view, prompting them to come over. Chamella happily obliged and Shade followed closely behind. Accompanying Sweetie Belle were two other fillies that Shade had only met in passing and was more unfamiliar with them than he was with Sweetie Belle. The first he knew better than the second; a yellow earth pony with a cherry red mane tied with a large, pink bow. He knew who she was because she was Applejack's little sister, Apple Bloom. The other was a pegasus sporting a fiery orange coat and deep purple mane. All he knew about her was that her name was Scootaloo. What Shade knew about the three of them as a collective was that they called themselves the "Cutie Mark Crusaders" and spent a lot of their time attempting to find something they're good at and earn their cutie marks. Judging by the empty spaces on their flanks, he inferred that they have been unsuccessful thus far. Shade and Chamella sat with the three fillies.

"Here, Chamella," Sweetie Belle said as she reached her hoof into a brown paper bag. She pulled out two small packs of cracker sticks and cheese and two juice boxes of apple juice, offering one of each to Chamella. "I packed an extra snack for you."

"Oh, thank you," Chamella responded with surprise, having not expected the kind gesture. She gratefully accepted the snack and opened the cracker pack, dipping one of the sticks in cheese and taking a bite.

Shade opened his own lunch that Winter had packed him and removed a bright, shiny apple. Though he perhaps would have preferred something a little more...meaty, like a nice ham sandwich, it probably wouldn't have been a good idea with all of these foals around. Much to his dismay, a small shred of paper was affixed to the apple with the words "Have a nice day" written on it, followed by a rather mocking smiley face. Shade stuffed the note back into the bag quickly before anypony else had a chance to notice it.

"So, how are y'all enjoying school so far?" asked Apple Bloom, starting up a conversation.

Shade swallowed a bite of his apple and answered. "I have to admit, I wasn't really expecting much from it. But after just two hours I have to say that it's turning out to be more interesting than I thought."

Scootaloo scoffed at his response. "Pfft. Give it time. It gets old pretty quick."

"But it's a lot more fun when you're with your friends," added Sweetie Belle. "Right, Chamella?"

With a cracker in her mouth, Chamella smiled as best she could and nodded. "I was really nervous until you said you were going to be there."

"Hey, what about me?" Shade inquired. "You knew I'd be there. I figured you'd be comfortable as long as we stick together."

"Well, normally, yeah, but you were just as nervous as me, weren't you?"

Shade wanted to retort, but she wasn't exactly wrong. It would be difficult for someone like Chamella to remain courageous when the one person she relied on most was just as worried as she was. In that way he was grateful to Sweetie Belle for being her friend. Without the little filly, Chamella might not have even come today.

"Is it true that you don't have no schools where yer from?" Apple Bloom asked, recalling Cheerilee's introduction.

"Yeah. Nothing of the sort even," the male changeling answered. "Our whole lives have always been about just finding enough food to last us the day and doing our best to keep ourselves warm. We were never smart enough to do anything more than that except prepare for the invasion."

"That just makes you guys sound like wild animals or something," Scootaloo pointed out.

"I guess that's one way to describe us."

"Uh oh."

Everyone looked at Sweetie Belle who was gazing past Apple Bloom and Scootaloo with a scowl. Following her line of sight, they all spotted a pair of earth pony fillies trotting their way, one pink and wearing a sparkling tiara, the other gray with a pair of elegant glasses.

Scootaloo groaned and turned away, trying her best to avoid eye contact, but knowing full well exactly where they were headed. "Great. Can't go one day without the buzzkill brigade."

"Who are they?" Chamella whispered to Sweetie Belle.

"Diamond Tiara and Silver Spoon," the unicorn replied with a roll of her eyes. "They're a couple of spoiled brats who think they're better than everypony else, especially us."

Shade had been about to ask for elaboration, but the pair of fillies were now within earshot. The pink one, Diamond Tiara, had an unusually devious grin on her face for a foal and Silver Spoon wore much the same. The two stopped at their table, Diamond Tiara seeming to give a purposeful flick of her mane as they did. They certainly exuded an air of haughty superiority and arrogance. Shade waited for them to speak. They had obviously come this way for a reason and, given that Sweetie Belle and her friends didn't seem too keen about them, it probably wasn't to offer a friendly hello.

"Well, looks like the little crusader club already managed to recruit the two outsiders," Diamond Tiara said to Silver Spoon. Shade felt a twinge at that last word.

Scootaloo grimaced as she rested her chin on her hoof, continuing to avoid looking at the pair directly. "Can't you guys just go away?"

"Yeah, we're jus' mindin' our own business and tryin' ta have a nice conversation," added Apple Bloom. "We never did nothing to you."

Their annoyance didn't seem to have an effect on the two earth ponies who continued to smirk. "We just thought it was fitting that you three would be the first ponies to befriend them, that's all."

"After all, you're all misfits around here," Silver Spoon added.

Shade quirked an eyebrow. By that they were obviously referring to the fact that they were changelings, but why would they call the other three fillies misfits?

Diamond Tiara nodded her head in agreement with her friend. "Mm-hm. Two changelings and three blank flanks. A real group of misfit equines."

Shade looked across to Apple Bloom. "Blank flanks?"

Apple Bloom rolled her eyes. "That's what they call ponies who haven't got their cutie marks yet."

Silver Spoon let out a quiet gasp as she eyed Shade, then whispered something to Diamond Tiara. The pink filly looked Shade up and down as well and even gave Chamella a once over. She smirked when she came to her conclusion. "Why, you're absolutely right, Silver Spoon."

Scootaloo narrowed her eyes. "Right about what?" she asked, wary of what the answer might be.

Diamond Tiara giggled. "I thought it was embarrassing enough that they were adults in a class of foals, but on top of that, they don't have their cutie marks either!"

"Can you imagine? Being a grown-up and still not having your cutie mark? Totally. Humiliating," Silver Spoon teased.

The pair laughed mockingly at the changelings. Sweetie Belle, Apple Bloom and Scootaloo looked at their two shapeshifting friends to see how they'd respond. Shade and Chamella, however, seemed unfazed by the insults. "I think you've got your facts mixed up. Changelings don't get cutie marks," corrected Shade.

The laughter halted immediately and the two fillies shared surprised looks. Apparently this new information put a damper on their little game. "You don't?" Diamond Tiara asked, tilting her head in vexation.

"Like, at all?" added the bespectacled filly.

Shade shook his head. He had to force himself not to smile. It always felt good to put bullies in their place. Take away their ammunition and they're completely defenseless. That satisfaction was stunted, however, when the two fillies laughter kicked up again.

"You're serious?" Diamond Tiara said with an amused grin. "So it's not bad enough to be adults without cutie marks, but you can't get cutie marks at all? Wow, that must sting."

"You guys are real B.F.F.s!" Silver Spoon chirped

"Blank flanks forever!" the pair sang in unison.

"Hey, lay off, you two!" Sweetie Belle spoke up. "They didn't do anything to deserve being talked to like that!"

Shade saw from the corner of his eye that Chamella was slinking back slightly; their harsh words were starting to deteriorate the confidence she had been trying to build up today. "Are you seriously making fun of us for something that we're not even physically capable of? What sense does that make? What if I made fun of you two for not being able to fly or use magic?

Silver Spoon wiped a tear from her eye as the laughter died down slightly. "But how can you know what your special talent is if you don't have cutie marks?"

"I don't need something as superficial as a mark on my flank to tell me what I'm good at," Shade growled.

Diamond Tiara chuckled. "I guess that's one way to look at it. Another would be that you're just not good at anything! That's probably why the changelings live in a third-world land. They don't have the skills or the smarts to be as good as us!"

Shade felt something snap in the back of his mind. Though he couldn't entirely disagree with her, the fact that she would verbally attack his entire race with next to no actual knowledge of them ignited a fire inside him. He wasn't going to tolerate such ignorance. And the fact that Chamella seemed to be taking all of this to heart wasn't helping.

Shade hissed through grit teeth. "We just came here to live our lives in peace. We didn't do anything to deserve this kind of disrespect."

Diamond Tiara stared him down fearlessly and scoffed. "Pfft, whatever. Ponies will always be better anyway."

A snarl escaped from between Shade's teeth. "Look, we may not be the smartest, but I knew people where I come from that ate little brats like you for breakfast!"


The changeling's head shot up at the sound of Cheerilee's voice. The teacher was stomping towards their table with a rather stern and unamused look on her face. "Did I just hear you threaten Diamond Tiara?"

Shade fumbled to respond to her question. "What? N-No, I was just—"

"Well, that's what it sounded like to me. I don't know how things work in your homeland, but around here we treat our peers with respect."

Shade ears flattened against his head. He felt like a child being scolded. "I-I didn't mean to. It just slipped out."

"He was jus' stickin' up fer us, Miss Cheerilee," Apple Bloom defended.

Cheerilee breathed a disappointed sigh. "Regardless, we have a zero tolerance policy around here and just because you're new doesn't mean you'll be treated any differently from the rest of my students. I'm afraid I'm going to have to give you detention."

Shade didn't know what that meant, but it didn't sound good. "Detention?"

"You will be staying behind with me after classes have concluded for the day. Maybe that will give you time to reflect upon your mistake."

Chamella looked worriedly at Shade. "Do I have to stay behind too?"

Sweetie Belle shot up in her seat. "Don't give Chamella detention, Miss Cheerilee! She didn't do anything!"

Cheerilee shook her head. "You seem to be under the impression that I'm punishing Shade because he's a changeling, but that's not true. All of my students are equal in my eyes and I reward my students when they behave and punish them when they don't. Chamella, you didn't do anything wrong that I could see or hear. You can return home when classes are over."

Chamella still gave Shade a worried look. She could see the regret for his rash actions in his eyes. To think that he was being punished because he was trying to defend not only himself but her as well. It seemed a little unfair.

"As for you two," Cheerilee continued, turning her attention to the two earth ponies who were attempting to sneak away. They cringed when they realized they had been caught. "Don't think that I'm not aware of your part in this. How many times must you be reminded that you should not speak to your classmates that way? Do I need to arrange another meeting with your parents?"

"No, Miss Cheerilee," the pair responded in defeated unison.

"Let's hope not. I'll be seeing you both after class as well. Until then, I expect you all to act civilized to one another. Understood?"

After receiving a weak nod from the two fillies, she turned back to Shade and got much the same response from him. With that settled, Cheerilee returned to the schoolhouse to prepare for class to reconvene. The two bullies gave Shade and the Cutie Mark Crusaders harsh glares before going about their business. Shade let his head hit the table. This was most definitely not how he wanted his first day of school to go.

***** ***** *****

With the afternoon sun gradually making it's decent toward the horizon, the activity in Ponyville was slowly dying down. Many ponies were preparing to clock out from their day jobs and head home for some much deserved relaxation. But an odd sight was turning a few heads. The townsfolk watched with raised eyebrows and somewhat uneasy expressions as they observed a certain changeling trudging slowly down the street with his head hanging low.

Shade wasn't paying any mind to the gawkers though. Maybe seeing one of the two changeling residents in a despondent state was a little unsettling and got their minds wondering what it might lead to, not that Shade had any sort of intentions. His mind had been ill at ease itself for most of the day. Having spent the past hour sitting quietly in a classroom with the two fillies that were partly responsible for him being there was more than uncomfortable. Cheerilee had told him that the purpose of giving him detention was to give him time to think about what he had done. However, he had spent the rest of the day beforehoof dwelling on his mistake; detention just seemed excessive afterward. To make matters worse, he found it difficult to concentrate on his studies with that guilt rattling around in his head.

Shade finally lifted his head to find himself standing at his own front door. Despite his morose attitude, he managed to make his way home through pure muscle memory. He turned the knob and pushed the door open. At least now he could try and get the day's ugliness off his mind.

"Gooood afternoon, scholar."

A sigh escaped the changeling's lungs, now remembering that he wasn't out of the woods yet.

Winter sauntered up to him with a playful smile, her long, red mane swaying back and forth almost purposely. "Did you enjoy your first day of school, sweetie?"

Shade just glared blankly at his girlfriend. He usually enjoyed teasing her whenever the opportunity presented itself, but was beginning to realize that it wasn't so fun when the horseshoe was on the other hoof. "Could you not do that please? It's been a long day."

Winter giggled at his displeasure. In contrast to Shade's perspective, she was thoroughly enjoying being on the giving end for once. She was starting to understand why Shade enjoyed teasing her so much. "Aw, what's the matter? All that knowledge making your head too heavy?"

He only continued to glare at her. Winter took a breath and looked at him with the tender smile he had become so accustomed to. "Okay, I get it. I'm sorry."

"It's fine." Shade brushed past her and made for the kitchen, perusing the fridge for something to snack on.

"Anyway, you're home kinda late. Did you spend some extra time hanging out with your new classmates after school?"

Shade closed the fridge door and groaned. "I got detention."

There was an odd moment of silence that caused Shade to look at Winter. Her expression was totally unreadable, like the word was completely foreign to her. Her stoicism faltered though when he noticed her lip quiver.

"Pfffffhahahaha!" Winter couldn't control her laughter, breaking out into a fit of guffaws and snorts and ultimately was no longer able to stand under her own power, rolling onto her back and holding her splitting sides.

"It's not funny," Shade deadpanned.

Winter attempted to speak through her laughter, wiping a tear from her eye. "A grown stallion getting detention on his first day of school? Oh no, I think you'll find it's pretty hilarious." She finally managed to shakily return to her hooves, still stifling chortles as she stood. "So what did you get busted for? Passing notes in class? Shooting spitballs at the kid in front of you?"

"Threatening another student."

His answer did a fairly efficient job of trampling the amusement the white pegasus was getting from this. The laughter died instantaneously.

"You what?!" Winter balked with her mouth agape. "Why would you do something like that?!"

"It was an accident! I didn't intend for it sound like a threat, it just came out that way! I was just trying to put a couple of brats in their place for making fun of other people."

A worrisome thought passed through Winter's mind. "Cheerilee's not going to kick you out of school is she?"

Shade shook his head, though he looked unsure. "I don't think so. I made it pretty clear that it wasn't intentional."

"So what did those foals say to you then?"

"They were making fun of us for not having cutie marks. Calling us 'blank flanks.'"

Winter tilted her head. "Who's 'we' exactly?"

"Just me, Sweetie Belle and her friends and—" A sudden, startling realization came over him and his eyes went wide. "Oh no. Chamella!"

Shade bolted past Winter in a panic and ran straight for the door, not even bothering to take the time to shut it behind him. Winter was left standing in the middle of the kitchen with a bewildered look on her face.

***** ***** *****

An air of quiet melancholy was adrift within Carousel Boutique, the minds of its current residents occupied with concern. Rarity attempted to continue her work stitching together a new dress, but found it difficult to concentrate with today's recent development. The fashonista sighed in defeat and replaced the needle held in her powder blue aura back into its pincushion. She wasn't going to get any work done if she couldn't find some way to resolve the issue at hoof. She reluctantly stepped away from her project, removing her bright orange glasses and taking a seat on a plush couch next to her little sister.

"Can't focus?" asked Sweetie Belle, knowing full well what the issue was.

Rarity rubbed her forehead lightly. "Not at all. It's hard to remain focused when I know a friend is in need. There's just nothing we can do right now and that's why this is so bothersome."

Sweetie Belle peered up at the clock in the boutique's lobby reading a quarter past four. "He should probably be home by now. Do you want me to go ask him to come over and talk to her?"

"I might as well go over there myself. Celestia knows I won't get anything done sitting here anyway." Rarity rose from her seat and trotted slowly to the boutique's entrance. With a swirl of her dextrous magic, she grabbed a blue and white stripped scarf from the coat rack and wrapped it around her neck to fight off the mild nip in the early autumn air.

Just as she was about to reach it, the front door burst open violently, the bell hanging above almost getting torn loose from the wall. Rarity reeled backwards in surprise, but a wave of relief came over her when she saw who it was. Shade was standing in the entrance, out of breath and panicked looking.

"Rarity, where's—"

"Upstairs," she answered quickly. She knew exactly what he was going to ask and why he was here. "I was actually about to go and fetch you." Rarity, no longer having need of her scarf, slipped it off and replaced it on the coat rack.

Shade's worry worsened suddenly. "Is she okay?"

Rarity gestured for Shade to calm himself. "Chamella's fine... Mostly. She's just a little upset, that's all."

Sweetie Belle hopped from the couch and walked over to her sister's side. "She stayed strong. She didn't cry or anything."

Shade sighed with relief. It hadn't occurred to him until he got home, but Chamella seemed to take Diamond Tiara and Silver Spoon's insults to heart even though she knew what they said wasn't remotely true. He had been worried that her feelings and, most of all, her self-confidence were seriously hurt. And without him there to give her words of encouragement, he was afraid she might have a breakdown. But knowing now that she had at least remained strong enough to hold back her tears was relieving.

"She says she'll be fine and she just needs some alone time, but personally I think you should talk to her," Rarity suggested. "It pains me to see her like this."

"Especially cuz she didn't deserve it," Sweetie Belle added with a stomp of her hoof. "I told you Diamond Tiara and Silver Spoon were jerks."

"So she's in her room?" Shade asked.

Rarity nodded. "Mm-hmm. Go on up. We'll wait down here."

Her suggestion to talk to Chamella was redundant considering that's why he went to find her in the first place. Regardless of whether she had said so or not, he would have spoken to her anyway. Shade gingerly ascended the stairs to the boutique's second floor, where Chamella's room was located. Since the female changeling moved to Ponyville and was offered a job at Carousel Boutique, Rarity was hospitable enough to also allow Chamella to live with her. The room that was appointed to be her bedroom was originally a spare bedroom for visitors that would be staying the night, most often friends or family, such as Sweetie Belle.

Shade made sure to step quietly as he walked down the hall; Chamella may be in a sensitive state right now, the last thing he wanted to do was startle her. Standing outside her bedroom door, Shade rapped lightly on the blue, oak entrance. A few seconds passed with no response. Shade frowned. She won't even acknowledge that someone had come to console her. His concern for her was growing by the second.

"Chamella, it's me," Shade said quietly from outside the door. "Can we talk?"

He heard the sound of hooves on the wooden floor and the door creaked open, revealing only the crestfallen face of his pink-eyed friend. He gave his best to give her a comforting smile. Without saying a word, she opened the door and let him inside.

In contrast to the rest of Rarity's home, which was elegantly designed and seemed horribly out of place in a simple town like Ponyville, the guest room—now Chamella's room—was rather bland and decoration was sparse. Perhaps the most grandiose thing in the room was the bed in the far corner, dressed up with posh, purple sheets and excessively fluffy pillows. To one side of the room was a desk with a sewing machine and some sewing supplies such as spools of thread and scraps of fabric. Presumably there for Chamella to practice with if she so desired.

Chamella stood quietly, waiting for Shade to initiate the conversation. He didn't feel any better about this considering his presence alone seemed to be doing nothing to affect her mood.

"You okay?"

She hesitated before answering. "I'm fine."

Shade grimaced at her response. "If you were fine then Rarity and Sweetie Belle wouldn't be so worried about you." He stepped closer and placed a hoof on her shoulder. "Come on, Chamella, talk to me."

She looked Shade straight in the eyes. If there was anyone she could open up to, it was him. "I guess I'm just feeling a little uneasy today."

"Because of what those two fillies said?"

Chamella's eyes opened wide. She hadn't expected him to hit the nail on the head. "How'd you know?"

"I saw the way you were reacting to them. You really seemed to be taking them seriously. Chamella, you don't have to feel bad because you can't get a cutie mark. There are lots of things that—"

"That's not it."

Shade paused, perplexed all of a sudden. "It's not?"

"Shade, when those two foals were teasing us, it...brought back some unpleasant memories."

He was capable of fitting the pieces together now. Shade understood what it was she was talking about, but decided to let her continue speaking.

"You know better than anypony that I got teased and picked on a lot when we were kids, being called weak and useless. I guess I just didn't think I'd have to deal with that anymore. I don't know if I'm comfortable knowing that there are people here that act just like the changelings back home." Chamella stared at Shade, waiting for him to say something to alleviate her concerns like he always does.

"So what do you want to do then?" he asked simply.

Chamella turned away, silently browsing her thoughts. What did she want to do? Certainly two mean fillies didn't warrant anything drastic like leaving Ponyville, but she wanted to do something to avoid being put in undesirable circumstances like she was today. "I... I guess I just want things to go back to normal."

Shade nodded; that's what he was expecting her to say. In actuality, he wasn't opposed to the idea himself. "Then we'll go back to normal. No big deal."

Chamella seemed unsure of that answer. "Really? Do you think we should just...quit?"

"This whole thing was just a trial anyway. Twilight did say that we can go back to our regular lessons when she gets back, right?"

"You don't think she'll be disappointed with us?" Chamella asked worriedly. "You don't think she'll be mad that we quit after just one day?"

Shade scratched his head and sighed. "I dunno, maybe. But I'm trying to help you decide what it is you want to do. If you want to quit, then that's your decision."

"And you?"

He passed her a friendly smile. "I'll stand by you no matter which choice you make. As far as I'm concerned, we're in this together."

Chamella smiled back and leaned in to hug her friend. "Thanks, Shade. You always seem to know how to make me feel better."

"That's what a big brother's for."

***** ***** *****

For the past week, Golden Oaks Library had been absolutely silent and unlit, its only two residents having left town recently. Many of the townsfolk felt it was bizarre considering that the place was usually lit up at practically all times as the owner was frequently studying or receiving visits from her friends. The large oak seemed almost lonely, longing for its residents to soon return. Fortunately, it would not have to wait any longer as for the first time in seven days, its door swung open.

Spike tossed one of Twilight's suitcases onto the table with a loud thud and wiped the sweat from his brow. It irked him a little knowing that she was possibly one of the most powerful unicorns in the world and could easily hoist both suitcases with her incredible magic, yet for some reason he had to lug one of them all the way from the train station; the thing was twice his size.

Twilight closed the door behind her and gently placed the second suitcase beside the first, then promptly removed a scroll and quill from her saddlebags and levitated them over to Spike. "Now then, before we get too comfortable, let's go over the checklist."

Spike raised a vexed eyebrow. "Why? We checked everything before we left the Crystal Empire. All present and accounted for, remember?"

"Spike, neither one of us rode home in the baggage car. Somepony might have been snooping around in our stuff. You don't know."

"I think you're just being paranoid," the baby dragon grumbled.

Twilight knit her brow. "I've got a first edition copy of Daring Do and the Griffon's Goblet in there. I am not losing that."

"Then maybe you shouldn't have taken it," Spike mumbled under his breath.

"What was that?"

Before Spike could defend himself, Twilight was distracted by a sudden knock on the front door. Whoever it was must have been waiting for them to come home; they had just gotten inside the house themselves. Letting Spike off the hook for the moment, Twilight opened the door and was greeted by the fanged faces of her two pupils.

Twilight greeted the changelings with a friendly smile. "Oh, hello, you two. Long time no see," she laughed.

Shade offered a halfhearted greeting in return. "We saw you coming back from the train station, so we thought we'd stop by."

Twilight could immediately tell by not only his tone, but his expression—as well as that of his companion—that something was on their minds. She hoped that nothing serious had happened in her absence, but could only venture a guess as to what the cause might be and decided to discreetly pursue it. "Well, I'm glad you did. I've wondered about the two of you a few times while I was gone, and now that I'm back I can finally ask: how did things go with Miss Cheerilee?"

Shade and Chamella looked to each other with looks of uncertainty. The male spoke for the pair. "Actually, before we answer that, we need to ask you something."

Twilight could clearly see the concern etched on their faces. Whatever they want to ask must be pretty serious. "What is it?"

Shade hesitated before asking, a little pensive about what her answer might be. "Are we a burden on you?"

"Huh?" Even though she had been expecting a question, the exact nature of it caught Twilight off guard. "A burden? What do you mean?"

"You take time out of every day to tutor us and help us adapt," Chamella said quietly. "Lately we've been starting to feel like we've been keeping you from doing more important things with your time. Wouldn't that time be better spent elsewhere?"

Twilight observed the guilty faces of the two changelings. "Of course not," she answered without much thought. "I love teaching you guys. I look forward to it everyday."

Shade found that hard to believe. "Really? You don't think there are better things you could be doing?"

"What's better than passing down my knowledge to others?" the unicorn replied with a grin. "It's not like I have to cancel any other appointments to make room for you guys. Our lessons are one of the highlights of my days." Twilight figured it was now time to find out where this was coming from all of a sudden. "Why do you ask anyway?"

Chamella looked at Shade who nodded assuredly to her. "We wanted to know if you were willing to keep teaching us."

"Of course I am. I never said I wasn't." A small sigh escaped Twilight's mouth. "I take it things didn't go well at school."

Chamella's eyes shied away. Shade shook his head. "It was fine at first, but...I just don't think we're really cut out for a classroom environment."

"We felt really out of place there. Even more than normal," Chamella added.

"Not that Miss Cheerilee is a bad teacher, I think we just prefer the extra attention we get from these private lessons when it's just the three of us," continued Shade.

Twilight nodded somberly. "I see."

Chamella hung her head in shame. "I guess you're pretty disappointed with us, huh?"

The lavender mare raised an eyebrow. "Why would I be disappointed?"

The pair seemed confused at her reaction. "Because we gave up," Shade replied. "You're not disappointed that we just quit?"

Twilight chuckled at their puzzlement. "Of course not. Quite the contrary actually; I'm proud of you. It doesn't matter to me that you gave up, what matters is that you tried. Nopony ever got anywhere without trying. And I would never force you to keep doing something if you were uncomfortable with it."

Chamella looked to Twilight expectantly. "So, does that mean we can continue our studies together?"

Twilight laughed. "Sure. As a matter of fact, why don't we start now? We've got a week of lost time to make up for after all."

Smiles finally managed their way onto the two changelings' faces. The worries that had been festering over the past week had finally been alleviated. Now, they could breathe easy again knowing that things could go back to normal, but with one extra experience and one new lesson under their belts.

"Whoa whoa whoa, hold up!" Spike interrupted abruptly. "What about all this?" he said gesturing to the two stuffed suitcases on the table. "If you're just gonna start studying, then who's gonna put all this stuff away?" Awaiting his answer, the dragon took notice of the sly grin on Twilight's face. His aggravation turned to annoyance and he groaned. "Ugh, walked right into that one."

Begrudgingly, he hefted the first suitcase onto his poor back and began the arduous trek up the staircase to the bedroom. Twilight called out behind him. "And don't forget to go over the checklist."