• Published 12th Dec 2013
  • 12,482 Views, 1,524 Comments

A New Way - Phoenix_Dragon



A small but growing number of changelings now live openly among ponies. Many ponies are welcoming. Others are concerned. And nobody, from the new Equestrian changelings to the Princesses themselves, knows how Queen Chrysalis is going to respond...

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Chapter 1: Changelings of Equestria

Chapter 1: Changelings of Equestria

Mirror Match was not a happy changeling.

Yes, he had managed to form several useful personas over his short stay among ponies. Sure, the still-healing injury that prevented him from transforming hadn’t been the disaster he had expected, as the crude physical disguises he had crafted were proving surprisingly capable of deceiving these ponies he had been stranded among. And yes, he had made several friends in those disguises, one of which was quickly falling in love with him, and whom he had growing feelings for as well. But now his success was threatening to be his undoing. Who could have known that Sunsinger had been a gossip-buddy of Lavender, Lord Autumn Star’s sister? Who would have guessed that the crude vagrant Guttersnipe was an old childhood friend of Lord Autumn Star? Who could have anticipated that Lord Autumn Star himself, who had fallen madly in love with Mirror’s “Summer Rose” persona, would have met Mirror in every single one of his disguises, much less that he would form a steadfast friendship with each in turn?

For that matter, who would have expected him to show up to Summer Rose’s supposed home that afternoon, unannounced, while Mirror was still disguised as that traveling merchant, Two Bits? Fortunately, Mirror had come up with the quick excuse of being Summer’s cousin and hurried out the door, scrambling to try to keep up with an increasingly bad day.

Skitter, on the other hoof, was a very happy changeling.

Despite all the worrying he had done, his evening was turning out better than he could have hoped. He’d certainly never been so well-fed, even after the surprising first few days of his stay in Ponyville. He had to fight to keep a grin from his face as he hopped across the back of the stage on two hooves, behind a broad and panoramic window. While he enacted a panicked struggle to free himself of his jacket, Silver Script, the pony playing Lord Autumn Star, acted completely oblivious to the bumbling changeling only a couple yards behind him. A moment after Skitter had passed off the side of the stage the sound of a window sliding open and slamming shut could be heard, just before Skitter threw open the door and staggered onto stage, wearing a hastily donned summer dress and sporting a blond wig impaled upon his horn.

“Oh, my!” he gasped in a vaguely feminine-sounding tone between exaggerated panting. “What a--” gasp “--relaxing--” wheeze “--nap!”

The audience chuckled as the comedic antics continued. Any worry of them finding the play outrageous and offensive had, perhaps, been a bit over-blown. The residents of Ponyville were accustomed to seeing changelings fairly frequently by now, and the audience was filled with ponies who had come to see not only the first play starring a changeling, but the first play written by one, as well. They might not be roaring with laughter or anything, but they were still enjoying the show, and Skitter was soaking up the attention.

Not all of the crowd were ponies, either. A couple clumps of black chitin broke the multi-colored hue of the gathered ponies. Most were gathered front and center, clustered around the two most well-known changelings: Sky and Nictis.

Sky was a very happy changeling as well, laughing along with the silliness and absurdity on-stage.

Nictis was... not so much.

Not that he was unhappy, not exactly. Every now and then, Sky would notice him being quiet, a little bit of sympathy growing. Each time he got a soft feeling of faint amusement from Nictis, a silent “I’m okay, thanks.” Outwardly, he kept his expression soft, while Sky continued to watch, eager to see how the show turned out. Nictis already knew. He’d spent enough time helping Skitter out to know the story by heart.

By the time the play had ended, Mirror Match’s spiderweb of personalities and deceptions had snowballed into its inevitable collapse, with him sorrowfully apologizing to a stunned-silent Lord Autumn Star, explaining how he had only kept up the deception because he couldn’t bear the idea of Autumn thinking him a liar, only to be surprised in turn when Autumn Star professed his profound joy to know that all of the friends he had made over the previous week had been the same pony--or, changeling, he had quickly amended.

Nictis managed to smile a little when Skitter had called him and Sky up on stage to thank them for their help. It wasn’t even entirely fake. He was, at least, content with how well Skitter’s project had turned out, to see the ponies applauding him. Skitter was practically bouncing by the time they all got back-stage, radiating happiness and thanks to Sky and Nictis. He’d even given them a big hug--he had picked up pony ways quite quickly, Nictis noted--before bounding off with the rest of the cast and crew to celebrate. Tonight had been the high point of his life: surrounded by friends, bringing happiness to those around him, and for the first time in his life, he was completely full.

“Come on,” Sky said, nudging his shoulder against Nictis’s. “Cheer up. They like Skit’s play. You did good.”

“I know,” Nictis said, watching the overjoyed changeling actor depart. “And I’m happy for him. I’m glad this all worked out. I just...” He hesitated, struggling for the right words. Finally, he sighed. “It’s just a little close to home, I guess.”

“It’ll be fine,” Sky said, confidence clear in his voice and emotions. “I know you’re worried about how things are going to go, but you’ll see. I’ll bet Skit’s play isn’t far from the mark.”

Nictis scowled a little as they walked to the exit along with the other guests. “I wish I felt so confident about it,” he said, shaking his head a little. “I can hope, sure, but I’ve--”

“--Done some very bad things,” Sky interrupted with a sigh. “I know, you’ve said it enough. We all have.” He nudged Nictis with his shoulder again. “And I know it’s not going to be clear skies and easy flying, but it’ll all turn out for the best in the end. You’ll see.”

Nictis grumbled a little as they stepped out into the street, the evening air cool after their time in the theater. Still, he couldn’t help a small smile, and Sky could feel the appreciation the other changeling felt for the reassurance.

“At the very least, stop worrying so much about it,” Sky continued, smiling. “You’re going to see Spark tomorrow, and even if it doesn’t go as smoothly as it should, it’s still going to go a lot better than you’re thinking.”

That drew a groan from Nictis. “I wish it were so easy.”

They continued on in silence, the flow of sensed emotions filling in for any more vocal communication. Sky’s silent confidence and sympathy spoke as clearly as any words, as did Nictis’s appreciation.

Ponyville had changed in some ways. Quite a few ponies wandered the streets as the evening sky steadily turned crimson and gold, but they paid the two changelings no mind. What had once been a strange curiosity was now a common sight. Normal, even. It was no longer so uncommon to see glossy black mixed in among the colorful ponies, and for the most part nopony there thought too much of it.

If anything, the changelings seemed slower to adapt, which struck Nictis as both appropriate and exceptionally ironic.

The silent pair made their way to the otherwise ordinary little two-story house that had become one of the little town’s more famous buildings: Sky’s home, although the name was possibly underselling it. While some changelings had sought housing of their own, less than half of the changelings in Ponyville had done so. More than a dozen other changelings called the little house their home.

Some ponies might have described the results as cramped. To changelings who had just arrived in pony society, it was a bit of comfort in the midsts of such drastic changes; a hive in miniature, where they could relax among their fellow changelings.

Sky finally spoke up again once they had stepped inside. “Maybe I should go with you tomorrow? I’ll be there to visit Chirrup in a few days anyway, so it wouldn’t be any trouble to go a little early. I might be able to help out, speak up for you, or... just be there.”

“No,” Nictis sighed. “Spark’s had enough troubles thanks to changelings, and he’s probably anxious enough about this already. I think having one changeling there will be bad enough.” Despite that, he couldn’t help a small smile. “...But thanks.”

“If you say so,” Sky said with a shake of his head. “I just kind of wish I could help out.”

“Don’t worry about it,” Nictis replied, a little hint of a smirk starting to form. “That’s supposed to be my job.”

Laughing, Sky playfully pushed Nictis. “Fine! But seriously, don’t. It’ll turn out fine, you’ll see.”

The little smirk faded away. “I hope so.”

The silence returned for a few seconds before Nictis spoke again. “Anyway, the train leaves pretty early. I should go check on Cara and get some sleep.”

He was stopped by Sky pushing lightly at his shoulder. “I’ll check on Cara,” he said. “You get some sleep.”

They parted ways, the feelings of thanks speaking more clearly than words could. Sky went up the stairs while Nictis headed to the living room. While there were other sleeping options, Nictis still considered the couch “his.”

Unfortunately, so did Skiris and Trip, who at that moment were sprawled out on the couch and emitting the faint, chirping buzz of changeling snores. Nictis watched them sleep as he undid the clasp of the fine gold-chain necklace that held his personal symbol, the small and simple compass that had he had carried with him for so many years. He floated it over to set it on the end table beside the couch, resting alongside Skiris and Trip’s symbols: a miniature pick and wagon wheel, respectively. Then, with a sigh, he squirmed his way onto the couch. Skiris woke enough to crack an eye open, then shift himself around enough to make room for Nictis to fit. He was fast asleep before Nictis had even settled in.

Nictis closed his eyes, head resting on Trip’s side, and for what was far from the first time, noted how much better chitin was than fur. Such a sleeping arrangement would likely be intolerable if he were in the squishy form of a pony. Instead, there was just the steady but comfortable weight, the faint sounds and slight movements of the other sleeping changelings. It might not be quite as comfy and luxurious as having the space to himself might have been, at least physically, but the comfort of having someone else sleeping alongside him was something so much better.


Cara fidgeted, unable to sleep despite his best efforts. His mind refused to rest, racing through all the strangeness of the past two days. He had expected things to be different--that was why he was here, after all--but it was still so overwhelmingly strange. Even with the other sleeping changelings sharing the dim space of the communal bedroom, he still fidgeted anxiously. The soft sound of their sleeping was relaxing, reassuring, but each time he started to relax, the soft cushions that lined the floor drew him back. They were so much softer than the floor of the hive, so much more comfortable. Yet another reminder of how different things were now.

Still, it was better in there than it was out in the rest of the house or the town itself. As such, he had hurried off to bed early, hoping to avoid the strange world he found himself in through sleep, but it refused to come.

He was still wide awake when Sky peeked in. A silent exchange passed between them, sympathy and concern from Sky meeting the nervous thanks of Cara. After a moment of this, Sky padded in across the mattress-floor, laying himself down beside Cara.

“How are you doing?” he asked, voice quiet.

Cara hesitated, even as Sky put a hoof lightly on his shoulder. His first reaction was to insist that he was fine, to just keep carrying on, but he eventually spoke. “...Not so good.”

“What’s wrong?”

“I... I don’t know. I knew everything would be different here, but it’s still just so...” He shuddered and turned away from Sky, curling in on himself. “...I think I made a mistake.”

He felt Sky’s concern grow. “What do you mean?”

Cara found his throat growing tight as he spoke. “You and Nictis have done a lot for me, and even the ponies have been nice. Everything is so good here. I’ve never dreamed of being so well-fed. But... I left the hive!” His voice cracked on the last word, and Sky gave a comforting squeeze. “I-I heard about how much better things were here, and I abandoned them! And now I’m out here, and it’s all just so strange and scary, and nothing makes sense, and I can’t even go home! I could feed so many with the love I’ve gotten in just a couple days, but instead I’m just going to waste it all on myself.” His voice dropped. “I’m just a traitor.”

Sky scooted in closer, wrapping his forelegs around Cara in a hug. He couldn’t help but think that maybe Nictis would have been better at this, as he had once professed similar feelings, feelings he had eventually come to peace with. He thought back to that, considering what Nictis had said of himself shortly after his first meeting with Princess Celestia. “You’re not a traitor,” he said softly. “And you’re not abandoning them. What we’re doing here will help every changeling. The hive, it can’t keep going on treating changelings and ponies as enemies. That’s a fight that we can’t win. We have to find a new way. A better way.” He gave another soft squeeze. “That’s what we’re doing here. We’re... leading the hive to a better future. One that will benefit all changelings.”

With a faint shudder and sniffle, Cara wiped a hoof across his eyes. “I’m not leading anyling anywhere,” he whimpered. “I’m just a tunneler and that’s all I should ever be. I shouldn’t have left, I can’t... I can’t...”

“You’re not just a tunneler,” Sky said, leaning his head down alongside Cara’s. “You’re a changeling who can make a difference. I know it’s kind of scary and strange, but you were brave enough to leave the hive, to try to find something better. We need more changelings like you, ones who can show the rest what we can do.”

Cara shook his head, shuddering. A glimmer of blue drew his attention away, until he noticed the thin blue slits of eyes. A few of the changelings sleeping in there had woken to the sound of conversation, and rather than simply drifting back off to sleep were now watching. He recoiled, suddenly recognizing that he had just called every one of them a traitor, but there was no anger or hatred there. Instead he felt only a comforting sympathy.

“I... I don’t know if I can,” he whispered. A shudder passed through him, and he took a deep breath, trying to steady his nerves. “But... I’ll try.”

That drew another comforting squeeze from Sky, and Cara found himself surprisingly thankful for the other changeling’s presence. The thin slits of blue winked out around him, little wisps of happiness touching at his senses as the other changelings returned to sleep. The pony world was still strange and frightening in a way, but at least there were other changelings right there alongside him, working together... and somehow, something more than that.

Sky held Cara the whole time as the other changeling slowly relaxed, a faint glimmer of happiness drifting across his senses as Cara finally fell asleep. A smile crossed Sky’s muzzle as he tucked his head in alongside Cara, eyes closing. It was far from the first time that his own bed was forgotten as he comforted another changeling in need.


The sensation of warmth and energy flowed through Nictis’s body, easing him out of his sleep. He responded by groaning and swatting at the air above his head. “Gah! Stop it!”

The gesture produced a snicker as the flow of energy stopped, and Nictis looked up to see Sky grinning back at him, his horn still lit.

Nictis grumbled, rubbing at his horn. “Erg. That is the weirdest way to wake up.”

“It worked, though,” Sky smugly replied.

“It’s still weird,” Nictis muttered, laying his head back down on the couch cushion. His living pillow, Trip, had evidently gotten up before him. His body was wide awake, ready to go after how all the energy Sky had poured into him, and that rather spoiled any plans of lazing around in bed. His eyes opened again as it suddenly registered how much energy the other changeling had given him. “...And it’s absolutely disgusting that you would give that much love to one single changeling,” he said with a frown. “You could feed the whole house for days on what you gave me.”

Sky just waved it off. “As if we have any lack of love. Besides, you barely go out. Somepony has to make sure you’re fed.”

Nictis grumbled. “Yeah, sure.” Though he didn’t say it, he was at least thankful for the gesture, not that Sky needed words to know that. “Oh, that reminds me. How’s Cara doing?”

“Pretty poorly. He’s still freaking out a bit, but he’s calming down. We talked last night and it went well. A couple more days and he should be fine.”

With a sigh, Nictis nodded. “I hope so. I feel kind of bad for leaving everyling when he needs the help.”

“Don’t even start that,” Sky said with a roll of his eyes, a gesture that still worked quite well despite the lack of distinct pupils. “We can handle things without you for a few days, and after how much you’ve been working for everypony else, you deserve a couple days for yourself.”

“Yes, I know,” Nictis replied. “But the timing is... less than ideal.”

“It’ll be fine. Now get up. We can at least get you something to eat before you head out. Trip’s making waffles. I think.”

The statement brought a muttered series of grumbles from beside Nictis as Skiris groggily extracted himself from the mild tangle of limbs. The grumbles eventually made way for a barely coherent “I’ll get the fire extinguisher,” before Skiris got to his hooves and wandered off in the direction of the kitchen.

Sky smirked in silence as he watched Skiris go, before turning back to Nictis. “I didn’t think his cooking was that bad.”

“I appreciate his enthusiasm,” Nictis said, taking the moment to stretch out now that he had the couch to himself. “But his idea of cooking seems to be just grabbing whatever random ingredients are within reach and throwing them all together. I’m not sure if he even understands the concept of a recipe.”

Interrupting his own snickers, Sky said, “He has a cookbook out and everything.”

“More flammable material,” Nictis said, and finally heaved himself up to a sitting position. “I suppose we should go check on things, then.”

No disaster came, and in fact, the waffles Trip made were spectacularly average. Nictis was given first helpings, and after a hurried meal, he left for the train station. Sky and Skiris were content to eat at a more relaxed pace. Trip, however, had to grab a few rushed bites between mixing and cooking yet more waffles, though he was hardly complaining. It wasn’t long before the small dining room and kitchen were filled with changelings, all happily eating and chatting away, with Trip moving around with a bounce to his step and a grin on his face. He’d even gotten an apron from somewhere, wearing it with pride.

Even Cara joined in the meal, though he sat in a corner as out of the way as possible, and kept casting strange, almost shocked looks at his food between bites. He was still getting used to the whole concept of things tasting good.

“So, Skiris,” Sky said as he poured some syrup on a fresh waffle. “Any big activities for today?”

Skiris quickly swallowed a bite. “Well, it’ll be a little quieter now that Skitter isn’t freaking out about his project. There’s Nictis’s trip, but that’s already taken care of.” He paused as he brought out a notepad, flipping it open and scanning over a few lines. “Hmm, already did that, don’t need that... looks like the only thing that really needs doing today is getting some more food and supplies, but I’ll take care of all that. They’ve got a nice clear day planned, and I bet it’d be perfect flying weather...”

Sky smirked at him, considering several replies before shaking his head and going back to eating. The other changelings carried on, various conversations going back and forth. A knock on the door eventually drew him away from the little gathering, and he answered it to find not a pony or a changeling, but a rather tired-looking dragon.

“Hey Sky!”

“Hello, Spike,” Sky said, to which the dragon held up a claw, taking a few quick, deep breaths before continuing.

“Sorry. Been running all over Ponyville,” he said, breath slowly coming back to him. “Twilight sent me. Said Celestia wants to see you in Canterlot. Well, you, and Nictis, and any other changelings you wanted to bring along to serve as your staff. And Twilight and her friends, too.”

“Wait, staff?” Sky asked, head cocking to one side. “Since when do I have or need a staff?”

“Don’t ask me,” Spike grumbled as he sat down. “Nopony’s told me anything. Twilight just told me to tell you, Pinkie Pie, and Rarity to meet up at train station, while she went to tell the others. Oh, and she told me to hurry.”

“Twilight, her friends, and a bunch of changelings, all summoned urgently to Canterlot.” Sky raised an eyebrow. “Should I be worried?”

Spike shrugged. “Probably.”

“Wonderful.”

“We’re going!”

Sky turned around to see Skiris and Trip both standing in the doorway to the kitchen and grinning, the latter still clad in his apron. Sky blinked, and was about to object before Skiris spoke again. “Celestia wants you to have a staff, and we’re your unofficial assistants, so that means we have to go!”

“What? No it doesn’t. And you can’t both go, anyway. Who’ll take care of things here?”

Trip chuckled, waving a hoof dismissively. “I’m sure Slate or Nygma could handle things just fine. Besides, you have to take one of us, and we’re not splitting up, so that means we’re both going.”

Sky hesitated, eying the two of them as they smiled eagerly at him. Eventually he let out a sigh. “Well... what about Cara? He’s going to need some help handling everything, and I’m not sure if any of the others are really ready to do that.”

“I’ll go ask him if he wants to go with us!” Trip said, and ducked back into the kitchen before Sky could object.

Sky just sighed. “This is going to go well.”

Skiris snickered. A few moments later Trip returned from the kitchen, Cara following behind him. “He said he’ll go!”

“Wait, what? Really?” Sky stared for a moment before approaching Cara. “Are you sure?”

Cara nodded, though nervously.

“Canterlot is a lot bigger than Ponyville,” Sky pointed out. “It’s not as... relaxed as it is here. There’ll be a lot more ponies, and not many changelings.”

“I-I know,” Cara replied. “But... you were telling me about how we’re going to help other changelings, right? And I’m not helping if I just keep hiding here, and I... I want to help.” Despite the faint tremble that passed through him, he raised his head, standing a little taller. “I want to go with you.”

Sky smiled, and with the feelings of reassuring approval from his fellow changelings, Cara managed to return the gesture. “Well, okay then,” Sky said, giving a nod. “We’d be glad to have you along.”

“Th-thanks,” Cara replied, not quite restraining an anxious fidget.

“Well then.” Sky glanced back at Skiris. “I guess we should let everyone know that we’re all going to be gone.” As Skiris nodded, Sky noticed that Spike was sitting back against the doorjam. “You okay?”

“Oh, sure, I’m good,” Spike said, still panting a bit. “It’s not like I got woken up extra early by belching out Twilight’s mail, only to have her start stressing out and sending me running all around Ponyville when I should still be tucked in my nice warm bed. I’m fine.” He leaned his head back against the doorjam, eyes half closed. “But hey, since you’re going to the train station anyway, think I could catch a ride?”

Sky chuckled. “Sure thing,” he said as his magic reached out, lifting the young dragon onto his back, and followed after Skiris.


The bag of bits jingled as Nictis prodded at it. He immediately pulled his hoof away, placing it back on the cushion of his seat as he tried to still himself. He did his best to avoid glancing around the train car. The ponies boarding from Ponyville didn’t have a second thought about a changeling riding the train with them, but he’d caught a few curious or anxious glances from passengers who were traveling through, and that was a subject he really did not want to get involved with at the moment. Instead, he leaned his head against the window, watching the ponies out on the platform while continuing to wait for the train to leave. It felt like it was taking forever.

A few moments later he found himself fidgeting with his bag of bits, and again forced his hoof back to the cushion. It only lasted for a minute or so before he unconsciously started it up again, and he finally gave in, rolling the bag between his hooves. At least it gave him something to do. Belated, he realized he should have brought a book or something, anything to keep his mind occupied. He didn’t even have anything with him, other than that bag of bits and his compass necklace.

Speaking of books, he could see Ponyville’s librarian-slash-princess out on the platform, conversing eagerly with the train’s conductor and engineer. He sighed slightly, sinking into his seat.

Soon enough several of Twilight’s friends started arriving, and to Nictis’s surprise, so did several changelings, with Sky at the lead. Nictis suppressed a soft groan, slumping a little further. He didn’t know what was going on, but he was certain that he wasn’t going to like it.

So when Sky trotted through the car to find him, he found Nictis slumped against the window, lightly thumping his head against the hard surface while the ponies in the car pretended not to notice.

Sky hesitated, unsure how to deal approach what he found. “Um...”

“Just one day,” Nictis grumbled quietly. “That’s all I want. Is it really too much to ask for things to not go wrong for just. One. Day?” He punctuated each of the final words with another thump of his head, then slumped further.

Sky rubbed a hoof anxiously over his foreleg. “Um... well, we don’t actually know that anything’s gone wrong...”

Nictis just glared back in response.

“...Yeah, okay, something’s probably gone wrong,” Sky said, ears pinning back. “Sorry.”

The glare relented as Nictis leaned his head against the window again. “Not your fault,” he said with a sigh. “So what’s going on this time?”

“I’m not sure. You’d have to ask Twilight.” Sky shrugged, doing his best to feel apologetic. “She’s got a private car for everypony if you want to ask her. I could use some answers too. All I know is that Celestia summoned her, you, and me, and it sounded like it was urgent. And apparently I need a staff, now.”

“I’m summoned?” Nictis stared for a moment before thumping his head against the window again, a fair bit harder than the times before. “Of course I am. Why now? It could have been any other time, but no, it has to be on one of the most important days of my life!” Another thump, then his expression softened. “I’m finally going to meet up with Spark, and now I’m just going to disappear on him again. Great.”

Sky sat next to Nictis, offering his sympathy. “Maybe you don’t have to go? I could tell Celestia that you had prior plans, and could join us later? We might even get Twilight to vouch for us. She’s got to be able to use that princess authority for something, right?”

Despite the feeling of appreciation, Nictis eventually shook his head, his voice quiet and hollow. “No. Duty comes before personal desires. If Celestia summoned me by name then I have to assume it was for an important reason.”

Sky placed a hoof gently on Nictis’s side. “Sorry.”

“Still not your fault,” Nictis mumbled.

Sky almost apologized again before stopping himself. “Well, I could get a message to Spark, let him know what’s going on. Maybe even get Twilight to ask some royal guard or courier or something to deliver it so he knows how important it is?”

“No need,” Nictis said. “Cotton was going to meet me at the station. She can pass on the news.”

“Cotton?”

“Yeah. Cotton Candy.” When Sky still looked uncertain, Nictis added, “She was a friend from the orphanage.”

“Oh!” Sky nodded, leaning back in the seat. “Right, I remember you mentioning her. But how come you’re meeting her?”

“She’s... kind of why we were going to meet in Canterlot. Kind of a third-party, safe-haven sort of thing. She thought it’d be more comfortable for Spark.” Nictis’s ears drooped. “...I think he’s scared of me.”

“Oh.” Sky frowned a little. “I... I’m sure it’s not that bad. If he’s even half as smart as you say he is, he’ll see you’re a nice guy. You just worry too much.”

Nictis frowned. “No offense, Sky, but I don’t think you’re the most reliable source for relationship advice.”

“Hey!” Sky said, drawing his head back. “What’s that supposed to mean?”

The question drew a surge of irritation from Nictis, which flared and died as quick as it came. He sighed. “What that means is that, for a former Infiltrator, you’re kinda dense when it comes to love.”

“For the last time, I’m not an Infiltrator!” Sky blurted, and his ears immediately pinned back in embarrassment as he realized most of the train car probably heard him.

“Right,” Nictis said, dryly. “You crash in the woods, and your first response is to take the form of a pony, then act the role so convincingly that you fool even yourself. You just happen to have all the right behaviors and responses so intuitively ingrained that you can pull off a convincing act without even consciously trying. Oh, yeah, just another drone, no Infiltrator training at all.”

“Yeah, yeah, I’ve heard that all before. Or maybe I’m not a moron, and I just mimicked everypony around me.” He jabbed Nictis lightly in the side as he spoke. “You know, like what actually happened? And for the record, they knew I was a changeling right away. That doesn’t exactly sound like an Infiltrator to me.”

Despite the frown, Sky could feel a hint of amusement from Nictis. “Well, I never said you were a good Infiltrator.”

Sky snorted, even though he couldn’t help feeling a little amused. “Ugh, fine.” Then he poked Nictis again, a little more firmly. “Well, now that I’ve gotten you out of ‘mopey’ and back to ‘snarky,’ let’s get back to Twilight and see if she has any idea what’s going on.”


She didn’t.

In fact, Twilight was rather worried about that lack of knowledge, fidgeting most of the way to Canterlot. She would look over the small collection of books and scrolls she brought, sigh in frustration as she shook out and refolded her wings, then she’d turn to watch the terrain rolling by outside the window for a minute before repeating the whole process again. The other occupants of the car seemed more relaxed, for the most part, though their reactions were all rather different. Spike was sleeping soundly beside her, a scroll still clutched in his claws. Rarity, who had complained a few times of being woken too early and not getting enough beauty sleep, was “resting her eyes for a moment,” complete with the occasional and rather unladylike snore. Most of the rest of the car seemed centered around Pinkie Pie and Rainbow Dash, who were joking and laughing. Sky had quickly joined them, but Nictis hung back, not feeling very sociable at the moment--though he made a point of not letting it show, lest Pinkie should try dragging him into the center of things again.

Cara lay hunkered down in his seat, almost entirely still apart from the occasional nervous flick of his wings, and the occasional sidelong glance toward Twilight, who was thankfully too caught up in her own worrying to notice. Nictis sat silently beside him, offering a little bit of comfort to the scared changeling, though it did little good. Unlike the other changelings who had lived in Ponyville for weeks or months longer than him, Cara did not know Twilight at all, and while she was certainly the least regal and imposing of the alicorn princesses, there remained the fact that she was an alicorn, and a princess, and a very powerful and capable magic user. That put her in a very exclusive group, one of the four most powerful--both personally and politically--and influential ponies in Equestria, while he was just a very small and very lost changeling.

They continued on in silence, each holding their own concerns as Canterlot steadily drew closer. Only when they had finally passed the outer walls did Twilight sigh, shake herself from her routine of fretting, and start gathering up her books and supplies. As the train pulled into the station, she was already getting to her hooves. “Okay everypony.” She glanced over to Sky. “Everyone. Time to find out what’s going on.”

With a flutter of wings, Rainbow Dash landed atop the back of Twilight’s seat, peering down at her. “Still no clue what we’re all here for, huh?”

“Oh, I’ve got clues,” Twilight said, with just a hint of grumbling. “Unfortunately, that’s all I’ve got: vague clues. It’s obviously something important enough to call the six of us to Canterlot. It’s probably something involving changelings, and something big enough that the ‘Counselor on Changeling Affairs’ needs a whole staff for it. And...” She shuffled her wings again in agitation. “...And that’s all we know. And I really should stop trying to figure out what’s going on from such vague clues, because every time I do, I keep coming up with worse and worse doomsday scenarios, and it’s not helping.

Despite having to restrain her own chuckling, Applejack placed a hoof comfortingly on Twilight’s shoulder. “Well, we’re all here now, so let’s go find out what’s really going on, alright?”

Twilight drew in a deep breath, slowly let it out, and nodded. “Right. Let’s get going. Worrying about invasions and traps isn’t going to solve anything.”

“Wait,” Rainbow said as she swooped over to land in front of Twilight. “What was that about traps?”

“Doomsday scenario number twenty three is that Chrysalis has replaced Celestia and Luna, and has brought us and the most important changelings in order to take out the most effective threats against her takeover of Equestria,” Twilight explained calmly. The train was silent for a moment, and Cara hunkered anxiously at the mention of the queen’s name. “But that’s almost certainly wrong. It’s most likely that Chrysalis couldn’t copy Celestia’s scroll-sending spell, which led to the formulation of doomsday scenario number twenty four, where she replaced only Luna at first, and then used her influence with Celestia to convinced her to send that letter worded the way it was. Twenty six through thirty are all further variants on that theme. And then the next four get even worse.”

Rainbow Dash raised an eyebrow. “Uh... why’d you skip twenty five?”

“Doomsday scenario number twenty five was formed on the realization that it would be far easier to confront us individually rather than gathering us all together like this, in which case we would have been attacked the night before and be in changeling cocoons right now, and this is all just a dream. I’m mostly dismissing that one because there wouldn’t be anything I could do about it if it were true, and I always wake up when I start to think I’m dreaming, anyway.” She hesitated a moment before admitting, “Well, usually.”

The train car was silent again.

Twilight bowed her head with an embarrassed smile. “I had a lot of time to think on it and nothing more productive to do.”

Pinkie bounced up to Twilight and gave her a hug. “Well I think those were neat stories, and you should totally tell us some more! But maybe you should wait until after we meet up with Princess Celestia. We probably shouldn’t keep her waiting.”

“Sounds good,” Twilight said with a chuckle.

They filed out of the train, with Twilight at the lead. While the group made its way toward the station exit, Nictis looked over the crowd to find the familiar sight of his old friend, a search that was abruptly ended by Pinkie shouting out right behind him.

“Incoming!”

He jerked away and spun to look at her, while she just grinned at him. That expression derailed his thoughts just long enough that he only belatedly noticed that everyone else in their group had thrown themselves to the ground. Even Cara had done so, dropping for cover at the loud shout rather than the sight of Pinkie’s tail spasming about as if possessed. He didn’t know what it meant, after all. Nictis did, but that realization had only just registered in Nictis’s mind when a pink blur flew out of nowhere and slammed into him.

“Niccy!”

Nictis yelped and staggered a few steps, only barely managing to stay standing under the force of the hug-turned-tackle, and leaving him staring wide-eyed at the mare who had her forelegs wrapped around him. “C-Cotton?”

She suddenly released him, drawing back to look him in the face with a deep frown, despite the happiness and excitement he felt from her. Raising a hoof, she knocked it sharply on the top of his head, producing a sharp “clop” as the hoof struck chitin. “That’s for not telling any of us.”

“...Ow?” he said, rather surprised at both the suddenness of her appearance and the strange dissonance between her expression and feelings.

Then she hugged him again, only furthering his confusion. “Oh, it’s so good to see you again!” Then she stopped again, backing away a bit, though her hooves remained on his shoulder. “Or, you know, for the first time, really.” She giggled a little as she quickly looked him over.

“Er, um...” He glanced around anxiously, seeing that most of his party was looking on with quite a bit of amusement, including a few smug-looking changelings. “I’m... a little surprised you could tell who I was. Most ponies can’t.”

“Pairs of opposed notches just above the front left hoof and just below the front right knee, and the front right hoof split near the back,” she rattled off, still looking him over. “I saw your picture in the paper.” Then she reached up and lifted up his compass, giving a smirk. “Not to mention this thing.”

He quickly snagged it in his hoof, ears pinning back. “Oh. Okay.”

And then she was hugging him again, happily murmuring. “Seriously, though. It’s good to see you again.”

Slowly, cautiously, he raised a hoof to hug her back.

When the hug finally ended she stepped back, grinning as she gestured to his companions. “So, you going to introduce me to your friends?”

His expression, which had just started to lighten up, fell again. “I’m not sure if we have the time,” he said, looking down to the ground. “I’m sorry. Celestia summoned all of us, myself included. I have to go.” Cotton’s smile vanished, replaced by a worried look. “Maybe after...?”

Twilight’s voice cut in as she stepped up next to him. “Nictis, I’m sure Celestia will be fine with you keeping a prior commitment. I’ll just tell her you had something important to do.”

He hesitated, but slowly shook his head. “Thank you... but if she’s asked for me by name, I need to go.” He turned his eyes up to Twilight. “But... if maybe you could convince her that I don’t really need to be there and can leave...?”

“I will,” Twilight replied with a nod.

“Thanks,” Nictis said, sighing softly.

Cotton reached a leg over his shoulder to give a little squeeze, while smiling at Twilight. “Thanks, Princess.”

Twilight opened her mouth as if she were about to object, but after a moment’s hesitation she smiled instead. “It’s the least I could do.”

Turning back to Nictis, Cotton asked, “You still remember where I live, right?”

Nictis nodded slightly. “Yeah.”

“Okay, good.” She gave him another hug. “I’m looking forward to seeing you.” She hesitated for a moment, and when she spoke again her voice was softer and quieter. “So is Spark.”

Nictis had to practically force the words out, his throat suddenly tight. “...Me too.”

They parted ways, Cotton returning home to pass on the bad news, while Nictis rejoined the other changelings. Sky smiled at him as they began to walk again. “Niccy?”

“Don’t,” Nictis grumbled, and Sky’s smile vanished. Nictis halfway regretted the curt reply, knowing Sky had merely been trying to cheer him up, but he didn’t need to say anything for Sky to know he wasn’t really upset with him, just as Sky didn’t need to say anything for Nictis to know he felt apologetic. He did appreciate the simple ease of interacting with other changelings, as they continued on in silence.


The unicorn Royal Guards at the gate of the castle scanned each of them with their magic, a security measure that was rarely enacted even at the castle itself. When asked by Twilight, they said they did not know the reason for it, only that Princess Luna had passed on instructions that morning to cast a disenchantment spell on all ponies entering the castle, regardless of who they were. Several concerned looks were shared, particularly among the changelings. Such a precaution could have only one likely purpose.

Once they had passed the gate a pair of Guards escorted them into the throne room. Celestia and Luna were holding court today, the chamber filled with ponies seeking to petition the princesses, as well as those who simply wanted to watch. Luna politely excused herself to approach them, a smile on her face.

“Welcome, Princess Twilight. We are glad you could make it so quickly.”

“Oh, of course,” Twilight replied, her own smile a little more nervous. “After all, I’m kind of... extremely curious what would need all of us coming on such short notice. I don’t think I’ve ever gotten a letter like that which didn’t have something bad following it.”

“Hmm, indeed,” Luna replied with a thoughtful frown. “I wish I could alleviate those fears, but I suspect they may be proven true soon enough. I can at least offer the knowledge that we are not certain that anything bad will happen, or anything at all. Summoning you all here was a precaution, one that will hopefully prove unnecessary.”

Hesitantly, Twilight nodded. “Well... I guess that’s good. But why were we summoned here? What might happen?”

Luna glanced aside at the crowd gathered in the throne room. “I am afraid that will have to wait until after court. We must fulfill our public obligations first, and this is not the best place to discuss such matters. In fact, had we expected you to show up so swiftly, we may have postponed court for a few days, but it would be improper to simply interrupt it now. As soon as court is concluded, Celestia and I shall tell you everything that I have... seen.”

Twilight cocked her head to the side, looking curious at Luna, but this produced no more information. “You may all stay as guests, if you wish,” Luna said, gesturing to the area beside the throne. “Otherwise the Guards can show you to the quarters we have arranged for you.”

“I’d love to stay,” Twilight said with a smile.

“I should probably stay, too,” Sky said, while the other changelings nodded along--all but Cara, who stayed as close as possible to the other changelings, practically hiding from Luna behind Nictis’s body.

Pinkie hopped up. “Well I’m going to go looking for the dining room. I’m starving!”

“Yeah, I’m with Pinkie,” Rainbow Dash said, a flutter of her wings lifting her off the ground. “Not that sitting around watching politics doesn’t sound completely thrilling, but I kinda skimped on breakfast.”

Once they had worked out who was going and who was staying--which ended up being just Twilight, Fluttershy, Spike, and the small pack of changelings--Luna turned to walk back to Celestia’s side, only to be stopped when Twilight remembered something.

“Princess Luna?” She asked, casting a quick glance back to Nictis. “Does Nictis need to be here? He had something very important and personal planned for today, and this pulled him away from it.”

Luna looked to Nictis as well, a faint sadness in her expression. From her emotions, Nictis could tell that she must have had some idea what this was interrupting. “I am sorry,” she said, head dipping a little. “But if what we suspect is going on truly comes to be, we will be in need of his skills and knowledge more, perhaps, than anypony else’s.”

Nictis stood completely still, trying to show as little emotion as possible, while everyone else shared worried glances. He wasn’t sure whether to be worried that the princesses needed him in particular, or annoyed that the world would, naturally, conspire to make him useful on the least convenient day for him to be so.

“The court should be ending in little over an hour,” Luna said to him. “What we need to discuss with all of you should not take too long, at least not tonight. Much will need to be done in the near future, I suspect. But, once we have gotten your input, I think we can do well enough in your absence if you should have other matters in Canterlot drawing your attention.”

He did at least manage to smile, though it was a little forced. “Thank you.”

She nodded, and again turned to walk away. The rest of them split up, some heading out to relax for a bit, while the rest watched and waited. Twilight seemed the only one particularly interested in the court, listening intently to every word of the petitioners and the princesses, and before long had begun taking notes. Most of the changelings whispered quietly amongst themselves, with Spike joining in. Nictis just sat there silently, internally insisting that he wasn’t sulking, he just had nothing to say. Cara lay behind the other changelings, being as unnoticeable as he could manage.

Fluttershy seemed just a little out of place, much to Sky’s curiosity, but he didn’t pry. It took a few minutes to realize that she wasn’t paying any attention to the princesses, and instead seemed much more interested in Cara. Sky smiled a little as he saw her fidgeting in place, shifting her weight back and forth, wings shuffling. Finally she paused, biting her lip, and forced herself to move toward the nervous changeling.

“Excuse me,” she said, her voice as soft and gentle as could be, but Cara still cringed back when he heard the voice from right next to him, turning to look wide-eyed at the quiet pony who had unintentionally snuck up on him. “Oh, I’m sorry,” she quickly said, drawing back a little. “I didn’t mean to startle you. It’s just that you looked so nervous, and... I...”

She trailed off, awkwardly rubbing at one foreleg, while Cara looked about anxiously. After several seconds of silence Fluttershy found her voice again. “I just wanted to tell you that you don’t have to be afraid.” She blinked, then quickly held up a hoof. “Not that there’s anything wrong with that! I mean, I’m afraid all the time.” She lowered her hoof again, the beginnings of a smile starting to form. “But I have such good friends, and when I’m around them, I don’t feel so afraid. I was just kind of hoping that maybe I could be there for you, if you’d like, so that you don’t have to be afraid all on your own?”

Cara sat almost entirely still, except for a tiny fidget of his forelegs. There was a long moment of silence as he tried to make sense of what was going on, and even more, to make sense of the mare sitting beside him. Sure, some of the other changelings had talked about Fluttershy in such a glowing way, but such words could hardly compare to the staggering amount of care and compassion he could feel from her.

Finally, he forced himself to speak, though it came out barely above a whisper. “Thank you.”

She was smiling at him. She started to extend a hoof, then hesitated, and thinking better of it set it back down. “My name is Fluttershy. What’s yours?”

With the initial hesitation and worry largely passed, he was a little quicker to reply. “Cara.”

Fluttershy looked curious and possibly a little confused, but she quickly replaced that look with a smile. “That’s a nice name. Does it mean something?”

Silence met the question for several long seconds as Cara shifted anxiously, trying to build up the courage to say more than one or two words at a time. “I... I heard that the princess that named me was going to call me Carapace. But... the other princesses complained that the name was already used... um, several times, I think. So she just cut the name in half...”

“Oh,” Fluttershy said, though she smiled quite happily. “Well I think it’s a very nice name.”

Again there was silence, but it was short lived, and Cara spoke again. “I also heard that the next nymph got named Pace.”

Fluttershy quickly raised a hoof to her mouth to stifle a giggle, though she beamed happily at the sight of a tiny smile starting to creep its way past Cara’s nervousness.

Sky caught her eye, giving a quick smile and nod that she returned. He sighed happily and turned his attention back to the rest of the gathering, content that Cara was in good hooves. He and Nictis could do quite a bit to help their fellow changelings, but when it came down to showing someone some kindness, there really was no comparing to Fluttershy.

While those two continued a very slow and halting conversation, Sky settled in to wait. There wasn’t very much for him to do, and though he joined the conversation the other, more talkative changelings were sharing, he mostly just watched the court itself. Unfortunately, it was not the most engaging entertainment. There were a few requests for aid and assistance, followed by a noble whose request--something about family lines and dynasties and such--was so arcane and obscure in its arguments that Sky had no idea what he had actually been asking. Occasionally an aide or guard would come up and whisper something to one of the princesses, usually Luna, generally receiving a simple nod or short whisper in return. A later petitioner was a farmer who managed to make a somewhat rousing--by comparison--appeal for grain subsidies for much of southwest Equestria. He was just reaching the peak of his argument when a loud cry interrupted him.

“Oh, enough of this pathetic banality!”

Gasps and murmurs passed through the crowd as every eye snapped over to the one who had dared to speak out in such a rude fashion. She was a tall white unicorn, with the kind of lean beauty one might expect from a fashion model, and with a long and flowing silvery mane and tail. She cast a green-eyed glare to Celestia and Luna as she strode forward from the crowd, flanked by a dozen stallions. Half were unicorns, the other half earth ponies, and most of them carried standards bearing gray and green patterns. Every one of their members shared colors identical to the mare that lead them, as well as one further detail: not a single one of them bore cutie marks.

Their group strode into the middle of the hall, in front of the princesses, while their current petitioner scrambled back a few steps. The crowd watched and murmured, with a few quicker-thinking ponies hurriedly slipping out the door. The Royal Guard watched on, and Sky only now noticed how many of them there were. At some point a few dozen of them had entered the chamber, and many of them even carried spears.

The princesses themselves all had different reactions. Both Celestia and Luna stood still, wings held upright in their usual regal pose, but their expressions differed. Luna fixed the mare with a condescending and disapproving glare, while Celestia retained a calm and serene expression, yet one that held a warning fire behind it.

Twilight, on the other hoof, simply gaped at what she was watching.

“I have been waiting here for an hour,” the blank-flanked mare growled, “listening to all this useless drivel while there are far more important matters at hoof. I have come to speak with you, and I will not be ignored so easily.”

The murmuring in the crowd grew, ponies expressing their shock at anyone expressing such rude behavior toward Celestia--“Oh, and the other princesses, too,” some amended. Celestia did not react nearly so much, even as Luna’s glare turned to a deeper scowl and Twilight quickly shifted to an expression of anger. Instead, Celestia spoke calmly and clearly.

“You entered these chambers not five minutes ago. You were not being ignored. In fact, you were to be called forward next, as I expect we have much to discuss.” Then she turned her head back to the stunned-silent petitioner. “In any case--”

The strange mare lifted her hoof and struck it sharply against the ground, and every one of the near-identical stallions around her burst into green flames to reveal armored changelings. The standards they carried were brought down, illusionary magic dropping to reveal the shining spearheads as they gathered around in a defensive circle.

The crowd gasped out in shock, skittering back. The dozens of Royal Guards leveled their spears, but made no move to advance. The princesses didn’t move at all--except Twilight, who leaped up to her hooves, her stance wide, ready for a fight. The changelings by Sky and Nictis all cringed back with various looks of surprise and fear. Cara and Fluttershy both tried to hide behind the other and instead ended up clutched together for safety.

And in the center of the defensive ring of changeling circles, the mare’s glaring eyes flickered with a brighter green as she grinned, a hint of dark amusement entering her voice. “Do I have your attention now?”