The Dark Mare

by MagnetBolt


Cat's Paw: Moderation

Loopy was pretty sure she had the worst luck in the world. Just a few hours ago, she’d been hoping she could get out of the whole Mare Do Well mess and live a quiet life for a while, even if it meant losing what fame and love she’d been getting from her fans. There wasn’t much point in gathering all the love if she was likely to end up dead, after all, and there were so very many things that could kill her.

For example, a really angry griffon, much like the one jumping at her with talons bared. That was something that could kill a changeling pretty easily.

Loopy had one big advantage - she really, really didn’t want to die today. She rolled to the side and threw a smoke bomb into the griffon’s face, the predator snapping at it with her beak instinctively. The pellet exploded, and Ravenheart collapsed, coughing and spitting at the foul taste, unable to catch her breath with the concentrated alchemical gunk in her mouth.

"Thank you, Flim-Flam Industries." Loopy bolted for the other side of the room, her breath becoming visible in front of her as the temperature dropped. There was the other problem. The room was already cold and it was going to get worse. Ice had already formed on the ceiling.

“Okay, Loopy, you’re a smart mare,” Loopy muttered to herself, in the only intelligent conversation she’d had all day. “If you were a crazy minotaur, where would you put something that can block empathic senses?”

Before she could figure out an answer to that, she heard Ravenheart starting to recover. She decided to try reasoning with her.

“We need to figure out how to get out of here!” Loopy yelled, still keeping away. “If we fight each other we’ll just both end up dead and frozen!”

“Not if I kill you first! El Toro will let me live!” The griffon flew up, over the crates, to dive at Loopy with the advantage of height. Loopy ducked down, the griffon narrowly missing.

“He’s not going to spare you,” Loopy said. “You know that as well as I do.”

“It’s my only chance,” Ravenheart countered. “Besides, it’ll be easier to kill you than El Toro. Maybe it was always meant to be like this.” She grabbed a knife from her combat webbing and threw it at Mare do Well. The blackened blade stopped in midair, held in a green aura.

“I’m not as weak as when we fought last,” Loopy said. “I was pretty exhausted, but after that mess in the hospital I’ve felt like a brand new changeling.”

“And you don’t have your friend with you,” Ravenheart pointed out. “You can’t run, I’ve seen your tricks, and you know I’m stronger than some stupid bug.” She spread her wings and charged, rearing up to strike with her talons.

Loopy stood her ground, moving with surprising swiftness to grab her wrists. With the little pickup she’d had from Jetstream’s love, she could match the predator’s strength.

“Stronger than a bug, huh?” Loopy asked, before firing a blast at Ravenheart at point blank range. The bolt of green psychic energy hit her left wing, and she screeched as it seared her nerves, the muscles spasming before her whole wing went limp.

“What in Tartarus was that?” Ravenheart hissed, backing away and trying to regain control of her limb.

“You need to learn more about changelings,” Loopy said. “Last time we fought I couldn’t even go all out. I was still trying to hide what I was.” She started circling the distracted griffon, reversing their roles.

“But last time we fought, you were able to sense my feelings. That’s how you evaded my attacks,” Ravenheart said, her voice slowly lowering to a purr. “This time you don’t have that advantage, and you still move like an amateur. Unlike you, I’m a trained killer.”

The griffon flipped her functioning wing forward, and darts flew out from where they’d been concealed among the feathers, short blades with feathered ends that matched her wings so exactly that they had to be made from her own dropped pinions.

Loopy hissed in pain as two of the darts hit her, one scraping along her cheek and the other finding a weak point in her chitin at the shoulder joint and sinking into her flesh. Loopy tore it free quickly, wincing at the ache as she took a step.

“One limb down for each of us,” Ravenheart said. She reared up and jumped at Mare do Well again. “This time it’ll be your head!”

Loopy was happy to oblige her. She took a half-step forwards, getting inside the griffon’s reach instead of shying away, the overextended attack going wide and leaving Ravenheart totally open. Loopy’s head smashed into her chin, catching her right under the beak. Unfortunately for Ravenheart, carrying her skull on the outside of her head made Loopy’s headbutt hit like a kick from a steel-shod hoof.

The griffon squarked and rolled away, clutching her beak.

“You cracked my bucking beak!” She hissed in pain, blood running down her chin.

“Don’t worry, I’m sure the guard can patch that up once you’re in prison,” Mare do Well said. “It’s not going to be the last thing I crack if you don’t wise up. We need to focus on escape, not trying to murder each other!”

“That’s all ponies ever do,” Ravenheart growled, as she rolled back to her feet. “They want to escape and run and avoid danger. We can’t avoid it now! We have to fight and I have to win!”

Loopy ducked behind a crate, turning and bucking it. The crate shot into Ravenheart, the griffon smashing it aside just in time for a burst of light from a flashbomb to go off in front of her.

Ravenheart tried to fly up, but her still-spasming wing didn’t respond, and she was left helpless for a moment before four hooves crashed into her back, the weight of the changeling driving her into the floor.

“Give it up,” Loopy said. “If you aren’t going to help, just stay down like a good bird.” She tugged a length of silk rope from her pack, thankful that Jetstream had gone to the expense of getting the good stuff. Twice as strong and half the weight of the hemp rope she’d used before.

“I’m not a good bird,” Ravenheart growled, rolling over. Loopy jumped from her back, but couldn’t stick the landing, the floor growing slick as ice started forming on the concrete. She fell on her face, and a talon slammed down right next to her, missing her head by less than a hoof-width.

Loopy focused for another blast of magic, but the griffon smacked her with the back of her talon hard enough to disrupt her concentration and send her hat flying.

“You aren’t nearly as chatty when you’re not in control,” Ravenheart spat. She pinned Loopy with one talon, the tips digging into her carapace. She raised the other talon, the edges of her honed claws gleaming in the light.

“That’s because you only listen to reason when you’re backed into a corner!” Loopy struggled to get the words out, trying to free herself before the deadly claw could strike down. She could feel her cape starting to stick to the floor as rime and frost tried to freeze it in place. Loopy couldn’t reach most of her tricks in the awkward position, but with the griffon right on top of her, she could reach something else.

The talon struck down, and Ravenheart screamed in pain as she drove it right onto the point of a blade, the Mare do Well holding one of the small knives the griffon had carried, grabbed from where it had hung on her gear. Ravenheart hopped backwards, claws scraping against the ice to give her traction. The blade had gone right through her talon and out the other side, blood already pouring from the wound.

Loopy tossed the knife aside, getting up carefully. She couldn’t keep a steady grip on the ice that was forming on the floor if she moved too quickly, especially with her shoulder already messed up.

“Pretty soon you won’t even be in good enough shape to escape, and you’ll have wasted all the time we have to find the exit,” Loopy said, still trying to reason with her. “If you want to fight to the death, you can do it on your own time.”

“We can’t escape!” Ravenheart hissed, holding her wound. “He’s too careful to leave an exit!”

“He’s too careful, but he keeps making mistakes,” Loopy said. “You told me yourself - El Toro has been acting strange ever since he got this job. If he’s not thinking right, there’s a way out of this. We just need to stop being distracted and use our heads.”

“There’s nothing to think about,” Ravenheart muttered. “Fimbulwinter is more than strong enough to kill both of us, if she can focus long enough to actually do it and not just torture somepony else to death.”

“And she’s not in the room with us,” Loopy pointed out. “El Toro implied this was a trap he set up, right? So she must have set up some kind of magical thing. Enhancement? Enchantment. That's the word.” She was starting to really regret not having ever learned more than the very basics of changeling magic. Not that anyone was available who could teach her now.

“So what? We’ll still be dead unless I kill you first!” Ravenheart said. She dropped into a three-legged fighting stance, holding her injured talon at her side. “I can’t die here. Not in some backwater town fighting some worthless wanna-be who’s been around ponies so long she got infected with their stupid hero complex!”

She roared and charged, her bad leg making her hop. Loopy used her telekinesis and grabbed the rope she’d already taken out, raising it up from where it had fallen between them. Ravenheart’s awkward stride and the ice under her feet didn’t give her a chance to stop herself before she hit the tripline, the rope catching her ankles and sending her tumbling forwards in a roll, the silk line wrapping itself around her limbs.

Loopy tugged it tight around the griffon, managing to entangle all but one back leg.

“There we go,” the Mare do Well muttered. “Now maybe you can sit still until I figure a way out of here.”

“When I get free from these ropes-” Ravenheart groaned, dizzy and hurting.

“Even with that paw free you won’t get untangled before we freeze to death or I figure a way out for both of us,” Loopy finished, cutting her off. “You can thank me once we’ve escaped. I know you like being tied up.”

The griffon blushed. “Shut up!”

“Try not to let it distract you too much,” Loopy said, pulling a cord tighter as she looked around. She only knew a few basic unicorn spells, enough to keep up an act while she was in disguise. Not enough to know how to stop a powerful ice spell that was freezing an entire room. It was almost more like weather magic, but she didn’t know weather magic well enough to even get a spot on pushing clouds for a weather team in a backwater city like Liveryburg.

But she did know something about living underground.

Loopy flew up, her wings feeling fragile in the winter chill, looking at the roof. “There have to be ventilation shafts! You can’t have a big underground room like this without them, everyone would suffocate!”

She spotted a vent, still clear of ice. She flew towards it and felt frost form on her chitin as she hit a downdraft of gelid air pouring out of the grating like an invisible waterfall. She pulled back as she felt her chitin start to turn brittle.

“Idiot! Can’t you tell that’s where the cold is coming from?” Ravenheart yelled, struggling to sit up and get her injured beak away from the floor. “Cold air falls and the ceiling froze first, so it’s all coming from above us!”

“I didn’t go to weather school!” Loopy protested, defensively, as she set down on a crate. The concrete floor was starting to turn white with frost, and mist was clinging to it.

“I have decided to extend my offer to you, Mare do Well,” El Toro said, the minotaur’s voice echoing across the room from an unseen source. “If you kill my treacherous associate, I will allow you to leave as a... professional courtesy.”

Loopy almost considered taking him up on that.

“You’d never let me go either way,” Mare do Well said. “I’m not going to kill her just so you can get some entertainment.”

“That is unfortunate. My offer will still be open for another… two minutes? After that I do not believe Miss Fumbulwinter will be able to stop her enchantment from killing you.”

“Then I’ll have to escape in one,” Loopy said, trying to sound confident.

“Please do,” El Toro replied. “I would enjoy seeing how you do that.”

Loopy would have spat at him, if he had been present. And she hadn’t been wearing a mask. Both of those made spitting a bad idea. She grabbed Ravenheart with her magic and hefted her onto a box, getting her away from the worst of the hazard.

“I don’t suppose you have any other ideas,” Loopy said, looking at Ravenheart.

“You could let me kill you so at least one of us gets out of here,” Ravenheart muttered.

“No ideas, then,” Loopy said. Two minutes to escape. No pressure.


Jetstream burst into the harbor office. She had carefully rehearsed her part in Loopy’s plan the whole way there, ever since she’d been freed. A guard looked up at her as she galloped in (she thought she was showing excellent restraint using the door instead of smashing through a window).

“Can I help-” The guard started, as Jetstream ran past him. “-you?”

“No time!” Jetstream yelled, running into the office in back and surprising Songbird and Brass Shield. “Loopy’s in trouble!” She fluttered her wings, panting and looking like she’d just finished a marathon, exhausted and excited that she'd passed the finish line.

There was a silent moment while the two officers waited for an explanation. Songbird glanced at Brass Shield.

“You’re going to need to be more specific,” Brass Shield said. “She gets into a lot of trouble. Is this the kind of trouble where we need to evacuate everypony, trouble where we need a doctor-”

“She got blackmailed into going to fight El Toro with a crazy griffon!” Jetstream yelled, exasperated. It clearly should have been an obvious answer. When Songbird and Brass Shield looked surprised instead of enlightened, she continued. “I got kidnapped by her, right? And then Mare do Well came to save me! But it was a trap because the griffon wanted to talk! So then the griffon talked Loopy into going after El Toro but I’m pretty sure she just did it because she knew I wouldn’t be safe otherwise!”

“And she told you to come get us so we could coordinate with her, right?” Songbird asked. “She must be planning a pincer maneuver so we can catch El Toro and the griffon at the same time!”

“Not... exactly,” Jetstream said. “She sort of told me specifically not to tell you anything. But I thought that was stupid because El Toro totally messed her up last time, so I came here anyway.”

“Wonderful,” Brass Shield groaned, standing up. “Do you know where she went?”

“Not exactly…”


While Jetstream had been speaking with the Guard, Loopy had completely failed at coming up with a clever plan to escape, and the air was getting so cold that it was almost painful to breathe.

“Can’t break the ice on the door,” Loopy said, gasping for breath. She’d worn herself down trying to shatter the coating on the door, but the ice was a hoof-width thick and seemed as strong as steel. She dropped the crate she’d been using as a hammer, though she hadn’t even managed to crack the seal.

She collapsed, groaning. She needed a new plan, and a bad one started forming in her mind. It had never worked before, but what was the worst that could happen?


“...you could end up phased into the rock,” the older changeling said. “Or as you’ve found, only partly in the rock.” Loopy - though she hadn’t assumed that identity yet - winced as the larger changeling rubbed a salve into the broken tip of her wing where it had been sheared off as if by a blade. The salve stunk like salt and ashes, but so did everything in the Badlands. The older changeling was one of her teachers, and Loopy had tried to impress her with a new spell, only to find out the hard way what could go wrong.

“But learning to teleport would help with infiltration missions,” Loopy protested.

“The passwall spell is not teleportation,” the older changeling corrected. “It creates a temporary tunnel. Very temporary. That’s why half of your wing is still inside the rock.”

“I just thought-” Loopy started, her wings buzzing with irritation. She was cut off as the pain made her wince.

“You ran out of love and the spell collapsed. It’s a complicated and inefficient form of magic, especially when you don’t have practice.” She hit Loopy casually. Loopy could taste her annoyance. “Now you won’t be able to even assume a disguise or defend yourself until you find a way to feed.”

“But if I was in danger of being captured-”

“Then it would be a wonderful way of killing yourself,” the elder noted. “No body for curious ponies to find. I doubt that’s what you want it for, though.”

“The Queen travels like that all the time!” Loopy protested, kicking a rock.

“She has enough power to do so safely,” the elder said. She picked Loopy up in her magic, the nymph too weak to break free. “You don’t. More importantly, you want to conserve your energy. You never know how long it’ll be until you can feed, and your duty is to bring the love you gather back to the hive. If you spend all of it being careless, you’ll be an even bigger drain on our resources than you are now.”


Ironically that was probably more true now than it ever had been. Chrysalis had already compromised one of her highest-placed infiltrators, spent more money than Loopy even wanted to think about, and all just to try and make an example of one low-class infiltrator who never even managed to make a profit for the hive.

“If this works you’d better thank me,” Loopy hissed, her breath freezing her mask to her face. That was an odd feeling. She jumped on top of Ravenheart and focused, a ring of green fire glowing on the concrete below the crate they’d perched on. The center fell away, and the crate sank into it like it was a pool of black water.

As she entered the darkness, the cold fell away, leaving her feeling painfully warm with the sudden transition. Loopy could feel her stored love quickly draining away as it forced a tunnel open around her, not moving earth and rock but creating new space for a few short moments and letting her slip between.

She just had to find her way to the surface. What was it - ten hooves? Twenty? Could she reach that far? The longer it took and the further she went, the more quickly her strength flagged. It was like lifting buckets while they were still being filled.

With no empathic sense she couldn’t even tell how far she’d really moved. It felt like she was barely crawling, a sensation like swimming in syrup.

Her head found the surface, and she gasped for air. She instinctively struggled, trying to pull herself up. It was useless, but the magic was forcing her out as the magic tunnel collapsed behind her, depositing her on the grassy, overgrown lawn in front of the mansion.

Ravenheart screeched in pain as her wings touched the edge of the tunnel for a brief moment. Loopy blinked and pulled on her with her magic, dragging her out and into the open, the griffon’s feathers starting to blacken and burn around the edges. The crate wasn’t as lucky, wedging in the opening as the tunnel became too narrow to let it pass.

“Come on you stupid thing-” Loopy growled, as she got her hooves on Ravenheart. Her magic flickered and died just as she gave a hard tug, managing to get her away from the closing ring of fire, the tunnel snapping shut like a camera shutter.

Ravenheart made a strangled sound as the tip of her tail was caught in the ring, coming free with a wet pop.

“Oops,” Loopy said, blinking.

“My tail!” Ravenheart screeched, trying to curl up on the pain. The ropes snapped as she finally cut through the line in her frantic haste. Loopy stepped back, trying not to get caught up in her writhing.

“I just saved your life,” Loopy said. “You should be thankful! It’ll grow back.”

Ravenheart looked up at her, glaring.

“...Tails do grow back, right?” The glare continued. “Or maybe… that’s just changelings?”

Ravenheart growled at her.

“So... your plan was a total failure,” Loopy said, coughing and changing the subject. “And now El Toro knows you betrayed him.”

“It wouldn’t have failed if-”

“It never had a chance,” Loopy said, cutting her off. “He knew you were going to betray him, where, and when. He had time to prepare for it.” She kicked what little of the crate had escaped the spell’s event horizon, the wood scorched and burned around the edges. “It means he’s watching you or me or both of us.”

“If he was watching you that closely you’d be dead,” Ravenheart muttered.

“And that means he’s been keeping an eye on you,” Loopy agreed. She could feel Ravenheart’s growing paranoia. “I think you should leave town. Even if he doesn’t like you, he can’t chase you if he’s busy with me.”

“What, you’re not going to suggest that I go and turn myself in to the guards?” Ravenheart asked.

“You wouldn’t be any safer and it would just make them an even bigger target. I don’t like you, I don’t like them, but I don’t want any of you dead because of me.” Loopy turned her head as she felt something. Jetstream was getting closer. And she wasn’t alone.

“I think your friends are on the way,” Ravenheart said.

“Just get out of here. As long as you don’t come back to town I won’t-” Loopy was cut off as the griffon grabbed her, a talon pulling her mask up and away from her face. For a brief moment she froze, until she felt the emotions coming out of her. She was grateful and- and that was a tongue slipping into her mouth. She had no idea how to respond to this. It was definitely something covered in the advanced infiltration techniques classes that she’d skipped.

“That’s for the save,” Ravenheart said, tossing Loopy back down. “If we ever meet up again, I’ll give you some warning before I kill you.”

“No chance of just sparing me?” Loopy asked, pulling her mask back down over her muzzle.

“You did get the tip of my tail cut off,” Ravenheart retorted. She turned to look at the streets. “Until next time.”

She turned and lunged into the brush, vanishing into the darkness despite her injuries. Loopy waited, tracking her emotions as the
griffon crept away silently, until she finally vanished at the edge of her perception.

“Loopy!” Jetstream yelled, crashing into the changeling from above and sending them rolling across the lawn. “Are you okay?! That griffon didn’t hurt you, did she?”

“Jet, you’re standing on my mivonks.”

Jetstream stopped and looked down at her hooves. “What are mivonks?”

Loopy told her.

“Oh.” Jestream blushed and stepped away, rubbing her hoof on the grass. “S-sorry. Anyway, did you find El Toro?”

“No. It was a trap. El Toro wasn’t here and the griffon got away after I saved her fluffy butt.” Loopy huffed. “Come on. Once the guards get here they can help us search the mansion.”


Loopy looked at the tangle of wires, crystal, and hardened slime. In the center was a tiny cocoon, impaled with blades of rune-covered copper. It was exactly what she didn’t want to find. She’d taken off her now-tattered costume and was back in her normal pegasus disguise.

“What is it?” Songbird asked. She narrowed her eyes. “I can’t… see anything. Anything strange, I mean. I can see normally.”

“It blocks empathic senses,” Loopy said, swallowing and trying not to throw up. “Guess that includes your half-empathy. Thing.” She had to step away.

“I’ve never seen anything like it,” Brass muttered.

“It’s changeling technology. Though… technology isn’t the right word,” Loopy said, unable to look at what they’d found hidden in the manor’s kitchen, stuffed into the refrigerator, presumably to keep the central component from decaying.

“T-that part in the middle,” Jetstream said. “It looks alive…”

“Barely,” Loopy nodded. “It’s… it’s a changeling nymph. The device is called… I don’t think there’s a word for it. It’s unspeakable. But… literally unspeakable. Empathy carries most of the message when changelings talk to each other. These things were supposedly installed in prisons to help keep prisoners from escaping, or talking to each other, or knowing what the guards were feeling.”

“A changeling nymph?” Songbird’s eyes went wide, and she backed away.

“It’s… sacrificed, to make the device. I’ve never seen one, but we all knew the rumors,” Loopy shook her head. “Chrysalis wanted us to know so we’d be afraid. Changeling nymphs have really strong empathy, and the device keeps it just barely alive and sending a kind of… distress call that blocks out all empathic senses.”

“Like a baby crying…” Brass Shield whispered.

“Just burn it,” Loopy said, turning around to face the abomination. “There’s no other way to give whatever’s left in there peace. It could have been stuck there for years and… it can’t be saved.”

“I’ll take care of it,” Songbird said.

“He had to get that from Chrysalis,” Loopy whispered. “She really wants me dead. There can’t have been more than two or three of those.”

“It doesn’t make sense!” Jetstream huffed. “You’re just one changeling!”

“We have to end this now,” Brass Shield said, ushering the two outside while Songbird was left behind to deal with the… artifact. “I don’t suppose the griffon gave you any other ideas on where he might be hiding?”

“No-” Loopy started, then she stopped. “Actually, yes. El Toro was with Fumbulwinter. The White Witch. He was using her magic to communicate with us and set up that trap, so they still have to be close-by.”

“How does that help?” Brass Shield frowned.

“She’s hard to control, and she can’t survive in normal temperatures,” Loopy said. “She needs the cold. So if she’s with El Toro, they’ve got to be somewhere close by, and very cold.”

“There are a few temperature-sensing spells we could try,” Brass Shield muttered. “The range isn’t that high, so it’s going to take a while to scan the entire town.”

“It’d be too slow,” Loopy said. “They could move again. Fimbulwinter probably has some way to get around quickly. It’s the only explanation for how El Toro keeps showing up without warning. He’s not exactly subtle.”

“We’re talking, like below freezing, right?” Jetstream said. She slowly started to smile. “I’ve got an idea. Let me just get an emergency weather team meeting together. We were due for some rain anyway.”


Within an hour, a light drizzle started over Liveryburg as the weather team criss-crossed the sky, giving as much coverage as they could with the rainclouds they had left. It wasn’t a lot of water, not even enough to lower visibility by much. But it was cold, the clouds put at high altitudes where the precipitation was on the very edge of freezing into snow.

And over the forest, that almost-frozen rain fell and found a layer of low-lying, frigid air and froze into snow, covering the trees in a thin layer of white.

“Jetstream, you’re smarter than I am, sometimes,” Loopy said, shaking her head. She and Jet were watching from the top of the ruined town hall, the highest point in town.

“Just like I said, found her just like that.” Jetstream grinned. “I figured she’d be causing a weather disruption, since she made a blizzard last time. Not very subtle, right?”

“Um… right,” Loopy agreed.

“You should take some weather classes,” Jetstream said. “At least learn enough that you can pass as a pegasus for more than five minutes.”

“I faked it for years and you never caught on!” Loopy pointed out, pushing a hoof into Jetstream’s chest.

“It was a good cover,” Jetstream admitted. “Being so incompetent that you couldn’t use any weather magic, crashing all the time... “

“I didn’t crash all the time. I was just faking it!”

“You say that, but you keep getting hurt,” Jetstream said, frowning. Her worry would have been palpable even for a normal pony. “You could have gotten killed today, and you’re already planning on going out again.”

“I don’t have a choice,” Loopy said. “We won’t be safe - you won’t be safe until El Toro is finished. That might mean behind bars, or something more permanent. I don’t care which.”

“I’m going with you,” Jet said, firmly, spreading her wings.

“No, you’re not.” Loopy pushed her back, the pegasus’ wings lowering. “I can’t protect you and me, and he’ll go after you first.”

“Well… isn’t there something I can do to help?”

“I am feeling a little drained,” Loopy admitted, smiling. “I could use a pick-me-up.”

“Oh really?” Jet asked. “I think I know just the thing…” She leaned in and kissed Loopy.

And it was much better than the peck she’d gotten from the griffon.