• Published 3rd Apr 2014
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The Dark Mare - MagnetBolt



After the events of The Shadow of the Mare, Loop D'Loop takes up the cape and cowl of Mare Do Well again for her own selfish reasons. But her actions have consequences and soon she's in over her head.

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Bull by the Horns: Inner Strength

The Dark Mare
Bull by the Horns: Inner Strength
by MagnetBolt

“Why don't we start by talking about Loop D'Loop,” Brass Shield said, looking across the table to the changeling sitting on the other side. Its hooves were bound, and a magic-disrupting ring had been put on its horn to keep it from disguising itself or using magic on the guards.

“I told you already, I'm Loop D'Loop,” the changeling said, sighing. She'd been dragged to the building the Guard was using as a second temporary headquarters, one of the warehouses on the docks. Apparently they'd set it up as a listening post while doing surveillance for the mission of theirs she'd ruined, and had expanded it to serve the rest of their needs. It didn't do much for Liveryburg's mayor or the records office, since town hall had been burned down, then an ice castle built on it, then had that collapse and melt onto the ruins.

Ironically, the town, with its lack of records and recent troubles, would be ripe for changeling invasion now.

“And how would the original Loop D'Loop feel about that?” Brass asked. He had a folder in front of him stuffed with files. He'd only opened it once so far. Loopy was intensely curious about just what was inside after the glimpse she'd gotten.

“You really don't have any idea how changelings operate, do you?” Loopy asked, already knowing the answer despite her current condition. The ring keeping her from using her magic was doing a wonderful job at suppressing her natural empathy. It made talking to somepony else really awkward, like they weren't real.

“Maybe you can help us with that,” Brass suggested. “According to the files we have, you're some sort of scout.”

“That's right,” Loopy said, cautiously. “How did you know that?”

“We've had a chance to interview a number of changelings. Some of them from this town. Now, I assure you that we're not going to use anything you tell us against you. We aren't trying to hurt your people, we're just trying to learn more about you so... let me get this wording right...” Brass pulled a sheet of paper out of the folder. “'To help establish trust and better understand our neighbors and their plight.'”

“Wow, you really make a mare feel at home with your interrogation chambers, prepared statements, and bondage gear.” Loopy snorted.

“The Princesses were very particular about some things,” Brass said. “There was some mistreatment of prisoners right after Canterlot and they wanted to set down ground rules to make sure it wouldn't keep happening.”

“If you say so,” Loopy said, dismissively. “That might have carried some weight if you hadn't dragged me here in chains.”

***

Loopy ran. Her wing was still aching, and her back hoof, despite being numb, had the sense of wrongness to it that said she'd managed to hurt herself trying to gallop on it without really being able to feel what she was doing.

She was running because she needed to get out of town. Oh sure, she'd promised Songbird that she'd turn herself in, but there were things she needed to do first. Visiting Jet had been one of them. Now that she knew Jet was going to be okay, she felt a little weight lifted from her carapace. It wouldn't be easy setting up shop somewhere else, but infinitely better than being captured by the guard and thrown in a dungeon.

Even a changeling needed a few things, though. She had a saddlebag in her treehouse in case she needed to bug out (Loopy would here point out the pun to anypony listening, not that she'd ever had the opportunity – even she wasn't fool enough to tell somepony her secret escape plans). A bag of bits, a map of the forest, a few little trinkets that would help her sell a new identity. It was useful to have something a bit odd, like a telescope (low-quality, but perfect for pretending to care about astronomy or birdwatching), a necklace with a locket holding a photo of a mare (the mare in question being one of Loopy's old disguises, but wonderful for a sob story about a lover or family member), and the greatest tool in a changeling's arsenal – a full bottle of Applejack Daniels. Everypony loves somepony who shares a drink with them.

She'd just pulled the bag out from where she'd hidden it in the rafters when lights blared on from outside.

“THIS IS THE ROYAL GUARD. STEP OUT OF THE TREEHOUSE WHERE WE CAN SEE YOU.” Loopy felt her ichor freeze. More than it already had from the cold. No wonder she hadn't seen guards in the streets. They were all too busy setting a trap for her.

She jumped out the window, hoping they'd expect her to use the door. As soon as she got out of the windowframe she felt unicorn magic grip her and force her to the ground. Loopy gasped with pain as she was slammed into the dirt. If she'd had enough love she could have blown the spell apart, but after the windigos she barely had anything inside her.

A strong hoof was planted in her back, somepony holding her down. Another spell flashed around her, and her disguise failed spectacularly, Loopy hissing as she felt her whole body fuzz out for a moment as the transformation magic was stripped away with the subtlety of a sledgehammer. It was a surge of magic that could have killed her. It made one thing perfectly clear to her. They were going to take her in dead or alive and didn't care about which.

She didn't have enough magic to break the spell paralyzing her, or enough strength to push the pony standing on her away. But she had something else she could use. Her bag. With a sudden tug of magic, Loopy grabbed her emergency flare and threw it into the air, closing her eyes.

There was a flash of light bright enough to be painful even through her closed eyelids, and Loopy felt the spell break and the stallion standing on her shift his balance. In that moment, as he was trying to steady himself, Loopy shoved him and used her magic to daze him for a heartbeat, the guard overcompensating as his inner ear betrayed him. He fell to the ground, and Loopy shot forwards, running for the woods.

Loopy got all the way to the treeline before a bolt of magical power hit her in the side, tossing her into a tree.

“Damnit, Hardback! I said I didn't want her hurt! Check on Kicker and make sure he's okay,” Loopy groaned and looked back to see Brass Shield shouting orders. It looked like just about the whole Guard squadron was here. Or what was left after Fimbulwinter had put a few in the ground.

Loopy felt a hoof grab her shoulder. She started to panic. More than before, even.

“No!” She screamed, pulling away, succeeding only to fall on her face. A ring was forced into place around her horn and she felt her senses go numb. She flailed around half-blind before magic grabbed her again, and as iron restraints were secured around her hooves, she passed out. Not from pain or exhaustion, but pure, simple terror.

***

“It would have been easier if you had turned yourself in,” Brass said, quietly. They were silent for a moment, the only sound the ticking of a clock set high up on one wall, which would have been unreadable in the gloom for a pony, though Loopy could see it just fine.

“T-there was no way I was going to do that. Not after I saw how you ponies treated the other changelings after I captured them for you.” Loopy shivered, her uninjured wing buzzing. “They were helpless and your men just threw them into cages. You didn't care how badly hurt they were, or if you broke a few limbs in the process.”

“And I'm telling you that isn't going to happen here. I apologize for the rough treatment you've had so far, but you weren't cooperating.”

“I don't have much choice now,” Loopy said, defeated.

“Mare Do Well... Miss D'Loop... what do you prefer to be called?” Brass asked, his tone indicating he was trying to change the direction of the conversation.

“Loopy.”

“Loopy, then. I don't want to make this unpleasant for you. Well, more unpleasant than it already is. But you have to admit that relations between ponies and changelings are not exactly at a strong point right now. I can promise that if you cooperate, this doesn't have to be any worse than any debriefing I'd give one of my own soldiers.”

“Not that it matters,” Loopy said. “Let me guess – as soon as the storm broke you sent somepony to Canterlot and they're coming back with a nice little tiny cage to haul me off to the dungeons in.”

“I don't think you'd deny you're a flight risk,” Brass pointed out. “I have reinforcements coming in the morning. Not because of you. Labyrinth came too close to turning this place into a bloodbath and I lost three of my best soldiers in that mess with the White Windigo.”

“...I'm sorry,” Loopy said, after a quiet moment.

“The fact you say that and mean it... well, that means there's hope for our peoples to get along yet,” Brass said, with a small but genuine smile.

Loopy sighed and put her snout down on the table. “Most changelings probably wouldn't agree with me. I left the hive during a mission because I preferred being here to going back.”

“Why don't you tell me about it? I can't exactly promise a royal pardon, but I know I'd like to hear about it, and I know Princess Twilight Sparkle wanted to know about you specifically.”

Despite herself, Loopy looked up. She'd never told anypony about her past before. He already knew what she was. Keeping secrets for so long was a burden, even for a changeling, and it might feel nice to get it off her shoulders. And it might be that last sympathetic ear she had for a long time.

“I guess I'd better start near the beginning...” Loopy said, thinking back.

***

A young changeling watched a trickle of water drip down the black surface of the wall before catching the edge of a circular depression and falling to the floor. The underground hive was damp and dark, as the changelings preferred. Once, it had been a mine for gold, but after it had been abandoned, it had become one of the largest hives in the badlands, the old stone walls shored up with black hive material and new tunnels dug to accommodate them as they grew. A few small veins of gold that the pony miners had missed served as a source of bits for scouts going on missions. The changeling sighed and pictured herself going out and conquering a town, enslaving all the ponies there.

“Larvae! Are you paying attention?!” The young changeling jumped as she felt a surge of negative emotion strong enough to almost be a slap across the snout. She looked up at her instructor in fear. She had only recently molted, and her carapace was still soft. She was the youngest changeling in the class, and was smaller than even most pony foals.

She didn't answer. Despite the fact that a question had been posed to her, the instructor didn't really want an answer from her. The young changeling sighed and buzzed her wings.

“Since you don't think this lesson is important, perhaps you'd like to explain to the rest of this cell how you expect to pass as a pony without knowing their history?” The young changeling sighed. She hated having to learn Equestrian history. Objectively she knew it was important, since every pony would know it as well as she knew the history of the hive, and not knowing an important historical figure or event would mark her as being different and suspicious.

“It's just stupid,” the young changeling eventually said. “Nothing they do makes any sense. Like in the war against the griffons they could have invaded and gotten rid of them, right? Then they'd have fewer predators, more land, and safer borders.”

“That's not totally wrong,” the instructor agreed. “The ponies don't think like we do. They make strange decisions that are obviously inefficient. But they are also the dominant power in the civilized world and our best source of love for the hive. Learning their history is important BECAUSE it doesn't make sense. It means you can't just assume you can figure it out as you go along.”

“What should we do if we get something wrong?”

“Your best bet is to act like an idiot. I'm sure you'll manage it quite well.” The young changeling shrunk down from the withering gaze and made sure to pay attention as the instructor continued the lecture.

***

“Life in the Hive was... well, looking back at it, it was dull. I know how most ponies would feel about the idea that we're all born to do different jobs – soldier, worker, scout, all determined at birth. It's not that unusual, though. Pegasai are born to control the weather. Earth ponies are born to farm and work the land. Unicorns are born to wield magic. It's not that different for changelings. We don't resent what we're born to do any more than a pegasus resents not being able to throw magic missiles around.

“I was born as a scout. Not strong enough to be a worker or deadly enough to be a soldier but fast and clever and able to get by without a lot of love. Being a scout is all about endurance and quick thinking, and I like to pretend I'm good at both.

“My foalhood, though that's not really the correct word for it, was not pleasant. There was training on how to fit in with ponies and how to avoid being caught – and stories on what would happen if we did get caught. The other changelings hated us. We weren't doing anything useful around the hive, and since we hadn't gone on any missions yet, we hadn't even brought back any love to feed the others. We were just useless leeches as far as they were concerned.

“My first mission was to infiltrate a small farming town in the mountains. It didn't really have a proper name, but it had grown up around a thriving truffle industry, with a particular varietal that apparently sold for a very high price only growing there. I could go into detail – it's all the ponies there ever talked about.

“I made a few mistakes with that mission. It was really just a little bit of a test mission to see how I'd do. The town was remote and didn't get many visitors, so if something went wrong the damage control wouldn't be hard to manage.

“My first mistake was that the identity I chose was a unicorn. Of the three types of ponies, unicorns are the most difficult for a changeling to mimic. Every time we use magic, we have to spend love to do it. It doesn't take much, but with how often the average unicorn uses magic, it adds up. Not that it can't come in handy to have your magic on-hoof in a disguise, but it usually wasn't the best choice unless you had a specific reason for it.

“My second mistake was pretending to be from Canterlot. If I'd done my research I would have known that the ponies in town had trade contracts with ponies in Canterlot and both knew a lot more about the city than I did and couldn't stand how stuck up they were.

“So I walk into town as a gray unicorn with a neon green mane and try to fit in with a bunch of earth ponies. I can see you've already pictured just how well that went. This was before Canterlot, so they didn't know anything about changelings or else I would have gotten caught really quickly.”

***

It was, of course, a brilliant disguise. The changeling had come up with it even before leaving for her mission, and memorized an extensive backstory to make sure she stayed in character. Right now she was Orange Pekoe, a unicorn stallion with an extensive knowledge of teas that would surely impress the simple farmers in the mountain town. She (or, well, he, at the moment) had enough love to make some friends and start harvesting their love.

He giggled to himself. It was practice. Orange Pekoe laughed a lot. It was part of the act he'd come up with. It was good to have a little tic as something to do to identify yourself. It gave some personality to the mask.

Pekoe walked boldly into the town's combination trading post, bar, and inn. They had few enough ponies passing through that one building could manage all three services. He'd done his research on the town, learning from what other scouts had found out and observing it for a day from a hidden location.

“A glass of your finest wine, please,” Pekoe said, as the disguised changeling walked into the inn. He'd done a little research on the habits of the Canterlot elite, and wine was apparently always appropriate. “After such a long walk I need something to clear my throat.”

“We don't got wine,” the pony behind the bar said, not looking up. She was an earth pony mare with a yellow mane so light it was almost white and a dappled coat in shades of gray that gave her a subtly dirty appearance. She was quite good looking, by pony standards.

“Water, then?” Pekoe asked. The mare turned to scowl at him. She took out a glass – one that Pekoe noted didn't seem very clean – and filled it from the tap, putting it on the bar.

“Ah hope y'all are actually plannin' to order somethin'.”

Pekoe realized he'd made a social gaffe. He wasn't sure what it was, exactly, but he decided he probably couldn't go wrong by doing as she suggested and ordering. “What kind of things do you have?” He asked. The changeling was hoping for some normal food, like honeycomb or spider legs.

“Well yer in luck, seein' as how we just got some asparagus rolls out of the oven. They're pretty fine and most times a' day we'd be out of them. But you managed to get in early for the lunch crowd so they ain't have gone over 'em yet.”

“That sounds lovely,” He said, remembering to keep forcing the Canterlot accent he'd learned. The mare left the counter and came back after a moment with a plate with a hoof-sized loaf on it. The mare cut the roll in half, and Pekoe blinked as the scent wafted up. It was unlike anything he'd ever experienced before.

Food at the hive was largely uncooked and eaten just as an afterthought. In their natural forms, changelings didn't have much of a sense of taste. The pony form gave Pekoe much more refined senses of smell and taste, though, and his eyes went wide. He didn't even have words for what it smelled like, but he wanted it, badly.

He tore into the food and scarfed it down in seconds, forgetting his pony table manners. It was his first experience with spices and cooking. It left him feeling... good. Not full – only love would do that – but it had been pleasant in a way he hadn't experienced before.

The mare was staring at him.

“Ah. Excuse me?” he tried, lamely.

***

“I barely managed a week before I had to leave. I played my part as an upper-crust Canterlot brat fresh out of finishing school, and instead of changing who I was, I focused so much on keeping my disguise and planned backstory intact that I drove ponies away instead of making friends. It was a valuable lesson. No matter what my role was, it was worthless if I let it get in the way of my mission.

“I was a laughingstock when I got back. I hadn't gotten any real love out of those ponies at all and I'd squandered what I'd taken from the hive. The truth is that most changelings did little better on their first mission, but at the time I felt like I was a failure.

“It drove me to succeed on my next mission. Instead of a tiny town, I went for a big city. It's kind of a paradox with cities – you'd think with so many ponies around that there would be a huge risk of exposure. But the truth is, because there are so many, a new face is completely unremarkable. You just blend into the crowd.

“I was a little more clever this time with my disguise. I decided to pose as an earth pony from the same small town I'd infiltrated with my first mission. I knew the place well enough to answer any questions ponies had about my past. I made up a story about just wanting to get away because I thought truffle hunting was boring, which was pretty simple since it's how I really felt.

“The problem I ran into was that, in Fillydelphia, it's not easy to make friends. There's just no easy way to meet ponies like there is in a small town. I tried the usual methods – I got a job, I went to bars, I tried just talking to random ponies. I at least got to know a few ponies, but none of them were anything I'd call 'friends'. We just knew each other well enough to say hello when we passed on the street. Maybe given a few years I could have made some friends.

“Now we'd been taught that in this kind of situation we should switch from passive feeding to active feeding. Instead of just trying to make ponies like us, we were to imprison them and psychically drain their emotional energy. It'd leave the ponies as husks but give us enough to go on for a long time. I could get by on one or two ponies a year.

“It's a desperate tactic. It permanently injures a pony and makes them unsuitable for feeding on later. It's almost as risky as trying to get a quick snack by posing as a loved one. It attracts attention at a time when you're probably underfed and not thinking properly to begin with.”

***

The changeling leaned against the wall in the bathroom and changed back to her natural form. She was in bad condition. Her chitin had lost its luster, her wings were getting ragged around the edges, and she felt so empty inside that she was close to losing it and going feral. Also she was wearing a stupid apron. That was just the cherry on the sundae, as the ponies put it.

There was a knock at the door.

“You okay in there?” a voice asked. The changeling got a grip on herself and put her disguise back on, checking it in the mirror. She had to admit she'd taken a lot of hints from the bartender she'd met during her first mission. Her disguise was almost a perfect copy of her, though she'd made her coat a slight lavender shade just in case, and given herself a cutie mark of some random flowers she'd seen growing in a tree.

They'd ended up being orange blossoms, somewhat ironically. So she'd taken the name Citrus Song. Just an average earth pony mare, coming to the big city to get away from farm life. No one bothered asking questions about her past. She just lurked in the background and tried to get somepony – anypony – to notice her. She was surrounded by ponies and she'd never felt so alone.

“I'm okay,” Citrus said, opening the door and rubbing her eye. Another mare, a pegasus, was standing outside. She looked worried. Balancing Act was the other night waitress at the restaurant, and since she had seniority she had to wear an even stupider apron with more buttons and lace.

“Are you sure?” The pegasus checked her over. “I thought after the way Maitre Dee was yelling at you that you were going to have a breakdown.”

“I'm a tough pony, Balance.” Balancing Act was the closest thing to a friend that Citrus had managed to get in the city. If she could afford to spend a month or two more here, she might have figured out a way to turn it around and get a steady stream of affection. The changeling wasn't likely to last that long.

“No kidding. I guess all you need is a splash of water on your face and you're good to go,” Balancing Act offered her a smile. Citrus realized she should have made her eyes red and added some tears. Maybe it was better this way. She didn't mind the pegasus thinking she was tough. It was certainly true – her chitin was far stronger than pony skin.

“I'm just not feeling very well today,” Citrus said, quietly. “I got dizzy and dropped a plate in the kitchen.” The malnutrition and slow drain of her reserves was really catching up with her.

“Have you thought about going to see a doctor?”

Citrus shook her head, laughing a little. A doctor wouldn't be much use. It'd be amusing to see him try to figure out her anatomy, though. Even disguised as she was, her insides were far different from a normal pony's.

“Are you going to be able to finish your shift?” Balancing Act asked. “I mean, I can cover for you if you need it, but I was hoping to take off to go meet up with my friends.” Oh, how Citrus longed for when she'd be included in that, and able to finally get something to eat.

“I'll be okay to finish closing up with Maitre Dee,” Citrus said. “You go.”

“Thanks, Song.” Balance smiled. “Hey, maybe next week we can get a drink on your day off. My treat, for covering for me.”

“I'd like that,” Citrus said, trying to keep desperation out of her voice. Balancing Act waved a wing and walked off. The changeling braced herself and walked back out onto the floor to finish wiping down tables and chairs.

An hour later, with constant comments from Maitre Dee, she was finally able to leave. Not that she had anywhere to go. As she stepped out into the dark, dank alleyway, she looked around. She was totally alone. She sometimes changed back in places like this, just to feel her normal form. Being an earth pony was efficient but not being able to fly felt awful. She never realized just how much was out of reach until she couldn't use magic to grab it or wings to fly to it.

She changed to her natural form after she was sure she was alone. She felt her stomach grumble. She needed to feed. It was becoming life-threatening. And without a friend, the only thing she'd be able to do was drain a pony directly.

The changeling pictured it happening to Maitre Dee. She was an unpleasant, awful pony. A unicorn who was running the restaurant not on talent or skill but because her father was rich and able to pay her bills regardless of the mismanagement. It grated on the changeling that she was working for somepony so inefficient and worthless. Equestria would be a better place without her.

The changeling crawled up onto the side of the building over the door and waited., mouth practically drooling. She could just drain her, then throw her into the river, and it would look like some big accident. There'd be no way to tie it back to her.

The door opened, and Maitre Dee walked out. The changeling prepared herself to leap down from the shadows, when somepony called out. A blue stallion waved to her. He'd arrived while she had been waiting, and in her state she was so focused on her thoughts of getting Maitre Dee that she had completely missed him approaching. Thankfully he hadn't spotted her in the shadows.

“Dee!” He yelled, running over. The unicorn manager perked up and ran to meet him. “How are you feeling?”

“Hormonal,” Maitre Dee said, sighing. “I actually yelled at one of the waitresses again.” The changeling crept closer, leaping to the next building to work her way around to a better angle. As she got closer, she could sense the love they had for each other. The emotion made her stomach growl, thankfully not loudly enough for either pony to hear it.

“Is everything okay?” He asked.

“I'm going to have to apologize to her tomorrow. I just snapped at her and went off when she didn't deserve it.” Maitre Dee leaned into the stallion. “I think you were right. I need to take a little time off. I didn't think having a foal would do this to me.”

“That's not the only thing it's done,” the stallion said, smirking and bumping into her flank. Maitre Dee blushed.

The changeling slowly backed away from the edge, her appetite ruined.

***

“I couldn't go through with it, in the end. I'd like to say it's because I have a strong moral conviction, but the truth is I was just a coward and I was afraid of getting caught. I managed to gather a little love through other means, and though nopony got hurt I'd rather not discuss what I did in polite company. I returned it to the hive, though it was barely anything, and I was told in no uncertain terms that I was a failure and wasn't even returning what I'd taken to start with.

“I'm sure you know the rest. Came to Liveryberg because it was right in the middle. Not as big as Fillydelphia but a lot bigger than that mountain town. I missed flying so I made my next disguise a pegasus, and when I got here I made a lot of noise and crashed into the forest and told the pony who found me that I'd had an accident when I was flying and had amnesia. Kind of a stupid story, but I wasn't feeling inspired and it was the kind of thing a pony might say if they were a bad liar and running from their past.

“That's when I became Loop D'Loop.”

***

“The crash is what saved me, in the end. I got enough sympathy from that to keep me going for a while, and it helped me make friends. An obvious lie made ponies curious enough to try to get to know me, and since they were coming to me, it was a lot easier than hunting them down and trying to make friends.”

“And what made you decide to leave your hive permanently?” Brass asked. Loopy scratched nervously at the table with a hoof.

“It wasn't one thing. It takes time to build up affection, and from just friendship, it's a slow process. And the longer I was friends with the ponies, the more they liked me, and the more I got. It was... to put it in terms you'd understand, it was bland. Friendship is good enough to keep a changeling alive, but doesn't have the kick of true love.”

“You were holding out for somepony to fall in love with you?” Brass Shield asked, amused.

“That's one of the excuses I used,” Loopy said, bluntly honest. “I wanted to get real love. Or I wanted to get more affection. Or, Tartarus, somepony's birthday party was in a week and it seemed like it might be fun. I made excuses every day for why it wasn't the right time to go back. I guess part of me had figured it out already, though.”

“That you didn't ever want to go back,” Brass surmised.

“That I wasn't appreciated there. With my friends, I got fed, they liked being around me, and I wasn't a loser scout who'd squandered two missions. At the hive I'd just dump my energy off and they'd find some excuse to tell me it wasn't enough.”

“Did you have family or friends in the hive that you missed?”

“Changelings don't work like that. With family, I mean. We're all raised communally in cells. In theory each cell is supposed to help each other, but in reality we competed. And I was always at the bottom. With changelings, you have to understand that everything literally is a popularity contest, and you know how everypony really feels about you. They hated me for bringing down their average. So no, I didn't have friends or family.”

“I'm sorry,” Brass said, quietly. Even without empathy, Loopy knew what he meant. It wasn't just that she'd been raised that way, it was that because she'd been revealed as a changeling, she'd probably lose all her friends here, too. Even if ponies like Jetstream wouldn't abandon her, it wouldn't do much good once she was thrown in a dungeon.

“I'd say it isn't your fault, but it really is your fault,” Loopy muttered.

“Assuming what you've said is true, you might be surprised by what the Princesses do. There's a good chance-”

“Don't,” Loopy said, cutting him off. “I don't want to get my hopes up.”

“Well, since we're having a chat, and you've told me so much about yourself, I might as well do the same,” Brass pushed the folder to the side. “I know an old soldier like me isn't very interesting, but maybe I can at least give you some conversation so you aren't alone.”

“Careful, if you're too nice ponies will assume I'm using love magic on you.” Loopy gave a weak smile.

“Could you even do that? I'm curious why you didn't just use some love spell to make somepony fall for you.”

“Well, see, that's the thing.” Loopy sat up. “Our magic doesn't work that way. Sure, I can make a pony fall for me. But it takes love to power the magic, and you get less love back from the pony that you cast the spell on than you put into the spell itself. It's because it's not really love and... I don't know the thaumaturgy of it. I'm pretty out of practice with spells.”

“That explains one thing that's been bothering me,” Brass said. “But I still don't know how the Queen got so much stronger when she was pretending to be Princess Cadence. If what you said is true, she shouldn't have been able to get anything out of it, right?”

“She was pretending to be the Princess,” Loopy pointed out. “It's kind of like love magic judo. I think instead of making what's-his-name fall in love with her-”

“Shining Armor,” Brass Shield provided.

“Instead of making Shining Armor fall for her, she just used magic to keep him from noticing that she wasn't acting like his marefriend. It still takes a lot, though. The Queen probably has a lot of magical talent to make the spell efficient enough to get energy out of the arrangement in the end. Still a stupid thing to do. One pony who knows the Princess and notices she's acting strangely and bam, the whole thing crumbles.”

“Probably?”

“I never met the Queen in person,” Loopy shrugged. “I wasn't important enough. Maybe if I'd been successful... or if I'd failed one more time. So maybe I'd get to see her now if the other changelings found me. You know, right before they executed me as a traitor.”

“I didn't realize that was a possibility,” Brass said.

“Let's just say if I can choose between exile and life imprisonment, I'll take the second.”

***

Sergeant Pauldron checked the alleyway again, making sure he hadn't been followed. With how short-hooved the guards were, and the way the townsponies were avoiding the docks, it was unlikely to begin with, and he had been careful to throw off anypony curious enough to wonder where he was going.

After assuring himself no pegasai were lurking above and the shadows only held rats and rubbish, he knocked on an unmarked, unremarkable door. After a few moments, a panel slid aside and suspicious eyes looked out.

“I'm here to see El Toro,” Pauldron said, quietly.

“Oho,” a voice laughed from the other side. “Didn't know if you'd be coming around fer yer weekly meeting.” The port closed, and the Sergeant heard several locks open up as the door cracked open. The thug inside ushered him in quickly, locking the door behind the guardspony.

“I almost died,” Pauldron grumbled. “I thought El Toro could keep his people under control.”

“Maybe he just don't value your life as much as you think, mate,” the thug said, smiling. Pauldron glared at the scarred pony and walked inside.

***

“This is less than we agreed on,” Pauldron frowned, looking through the bag of bits. He was in what passed for a meeting room for the members of Labyrinth's Inner Circle, a room plunged into shadow save for a bright light shining down on a circular table. Once, the table had been a treasure, made of fine wood and inlaid with exquisite carvings. It was almost trash now. Scratches from talons and hooves, stains from cider and wine and blood.

It was defiled by the people who had sat there, and the scars on it bore testament to that fact. The only member of the Inner Circle present, though, did not sit at the table. He loomed outside the light, barely visible in the gloom.

El Toro. The center of the Labyrinth. He was head and shoulders larger than even an average minotaur, with a leather mask hiding his face. Some said he was hiding his identity, that he was related somehow to the brutal leaders of the minotaur people. Others suggested that he hid scars, like Fimbulwinter. No one was brave enough to ask him to remove the mask to find out.

“Yes, it is,” El Toro agreed. His voice was resonant and deep, more refined than could be expected from such a barbaric appearance.

Pauldron looked up at the massive, masked figure. “I almost died when that witch-”

“It is less,” El Toro explained, as if to a child, “Because you have been less useful than you previously were.”

“I've been keeping the patrols away from your territory,” Pauldron protested. “And I've told you everything about what's been going on! If it wasn't for me you wouldn't even know about them catching Mare Do Well!”

El Toro sighed, folding his massive arms. “It would be impossible for us to miss the scuffle. A little bird told me all about the interesting night you had apprehending her. I was hoping that you could provide more interesting information. Telling me that she and your Captain are simply sequestered is hardly useful at all.”

“But... I told you about the reinforcements coming in the morning!” Pauldron protested.

“That's true,” El Toro nodded. “Though I am afraid that I was already aware of that.”

“That's impossible!” Pauldron yelled.

“You cannot tell me what is and is not possible,” El Toro said, stepping into the light. His gray coat was patchy, revealing dark, rough skin with a texture between coal and bark. “You are not my only resource in the Guard.”

“I-I'm sorry, El Toro,” Pauldron said, backing away.

“I would suggest you find somewhere else to be tonight,” El Toro suggested. “I would not want to be in that warehouse. Do you understand?”

Pauldron paled and broke, turning and running from the room. El Toro watched him go, not moving. As the silence grew in the room, a patch of blackness dropped down behind him, slowly and silently moving towards his blind spot. Talons, polished to a razor edge, gleamed in the darkness.

“Ravenheart,” El Toro said, at ease. The griffon stopped moving. “I want you to follow him once he is gone. Make sure he does not attempt to tell anyone about this little arrangement of ours. I believe he has outlived his usefulness.”

The griffon circled around her master. “How long have you known I was here?”

“Quite some time,” El Toro said. His tone was jovial. “As I said, you are welcome to attempt to strike me down at your leisure. It is the part of our arrangement that I most enjoy.”

“I... have other things I need to do,” Ravenheart muttered, losing her nerve. “Where are the others?”

“Our good Doctor is tending to my pet. It is good for him that he is so skilled with the beast, or else I would have allowed you to play with him already.”

“He is pathetic,” Ravenheart agreed.

“Perhaps. But he has business connections and skills that we can use. For that, I value him. He is also wise enough to ensure that he cannot be replaced. I find I rather like his foresight.”

“And the witch?”

“She is... sulking,” El Toro said, with a sigh.

“She's too dangerous. The Windigo is completely insane! You should never have brought her into the circle. When there were just the three of us, things were-”

“She is indeed dangerous. If she was not, she would not be a worthwhile weapon. And most ponies would consider you insane as well. Cannibalism is quite an unusual habit.”

“It isn't cannibalism! They're not griffons! They're prey animals! They deserve to be eaten if they can't fight back!”

“You do amuse me so,” El Toro said, turning away from the griffon. “It is good, since you have been disappointing otherwise as of late. You may not like Miss Fimbulwinter but she has reduced our enemy's horsepower. An advantage which I intend to capitalize on.”

Ravenheart perked up. “You?”

“Yes. I think it is time I put an end to this.”

***

“In the morning I'll be handing you over to Subcaptain Typhon. He'll handle your transfer to Canterlot.” Brass Shield looked through another file. “I haven't worked with him myself but I've heard good things.”

“Wonderful,” Loopy muttered.

Brass sighed. “He's an expert in changelings. He can help treat your injuries and he's in charge of getting you to Canterlot safely. I give you my word that nothing is going to happen to you.”

“Can we talk about something else?” Loopy asked.

“...Of course,” Brass said. He could tell just how afraid the changeling was. “Did you have something in mind?”

“Tell me about Labyrinth. Songbird mentioned them like I should have known who they are. I've been too busy since then to even start to look for answers.”

Brass shifted in his seat. “They're a criminal organization. Maybe the most dangerous one in the world. They don't have some long history or family connections. They're simply an alliance of incredibly dangerous criminals who have decided to work together. I'm not sure how much you know about politics and international law, but it started years ago, when the Minos Empire started to collapse.”

“I heard a little about it,” Loopy said. “Griffonia had just had a military coup and they were expanding their borders quickly. When they hit the Empire nopony expected them to just walk in. The whole world found out that the Minos Empire had rotted from within. Aren't we providing a bunch of foreign aid?”

“We're close to having to provide a peacekeeping force to keep them from starving. What the griffons haven't swallowed up has been taken over by warlords and what's left of the nobility. Labyrinth was born in that chaos. They're mercenaries and criminals and worse.”

“So what are they doing here? What's the point of burning down the town and then freezing everypony with a blizzard?”

“I wish I knew. They're up to something.”

“If I hadn't been busy running from you or being locked up, maybe I could have found out by now.” Loopy glared.

“And if you hadn't made a spectacle of yourself in the first place I wouldn't have had to split my attention.” Brass Shield returned the look. “If we'd captured Caballeron we could have pressed him for information on Labyrinth, gotten a better idea of what we were dealing with, and maybe even driven them out of town before anypony got hurt. Unless I miss my guess entirely and you really are a monster, you've got friends in the hospital because of them.”

Loopy looked away, feeling guilty.

“And I've had to draft letters to the families of my soldiers who aren't coming home. Some of them, there's not even enough left to bury.”

“I'm sorry,” Loopy said, quietly.

“I'm not the one you should apologize to.” Silence dominated the small room.

Loopy glanced at the door to the small office, a troubling thought occurring to her.

“So right now, we're in a location we're not entirely familiar with, with your horsepower at a minimum, with everypony exhausted and in one place.” Loopy looked around. “Did anypony mention that this would be a great time to finish us off?”

“You say that like I hadn't thought of it too,” Brass said, darkly. “It's why almost everypony I have is here. I can't do more than that.”

***

There was a gentle knock on the door. Private Lucky nodded for Kicker to take a look. The mule looked through the barred window, and his eyes went wide just before the door burst inwards, the hinges shattering under the force of a single, massive blow.

Private Kicker was trapped under the door as it fell, a massive shape having to crouch to fit in the doorway. A heavy hoof stepped on the trapped pony deliberately, Kicker wheezing as the breath was forced from his lungs. Lucky turned to run, his nerve broken, before he was grabbed by the mane, pulled into the air to look into a masked face.

“What is your name, my little pony?” El Toro asked, his voice light and casual, almost cheerful.

“L-Lucky,” the Private said.

“Not today, I'm afraid.”

***

“What was that?” Loopy asked, ears perking up as she tried to stand, her injured back leg and restraints making it difficult. Before Brass could answer, it became all too clear as a loud scream tore through the air.

Brass Shield swore under his breath as he cracked the door open.

“What's going on?!” Loopy demanded. Brass glanced back.

“Trouble. Stay here and stay quiet. Hide under the table.” he said, running out. Loopy waited for him to go and slumped to the side.

“Hide under the table my flank,” she mumbled. She grabbed a protruding nail with her fangs and pulled, ripping it out of the floorboards and getting to work on picking the locks on her restraints with her teeth.

***

El Toro stumbled back half a step as a wave of magical energy surged around him. Lieutenant Hardback and Kicker's partner, Tin Saucier, were trying to force him back toward the door. The minotaur braced himself against the magic and started walking forwards as if it was no more difficult than walking against the wind.

“It's not working!” Hardback yelled.

“Watch out!” a pegasus yelled, flying past them with a lance in his hooves. The unicorns cut off the magic just as he got into the line of fire, the tip of the lance slamming into El Toro's shoulder and shattering, the wood erupting into splinters. The minotaur grabbed his wing as he tried to swerve aside, violently spinning him around and smashing him into a steel column with a sickening crunch. El Toro watched him fall, then turned to the two unicorns who were still facing him, dropping a clump of feathers and fur that had torn free from the guard's wing.

“So, who would like to be next?” he asked.

“Hold it right there!” Brass shouted. A sphere of energy surrounded El Toro, imprisoning him and lifting the minotaur off of the ground slightly. “Lieutenant, you and the Sergeant get the injured out of here.”

“Sir we can't-”

“That's an order! You know where Songbird is. Get to her and let her know what's going on. I'll take care of this scum myself.”

“Yes sir!” Hardback saluted, circling around the minotaur to grab the unconscious ponies sprawled in El Toro's wake. Brass focused on El Toro, not taking his eyes off of him.

“You made a mistake coming here,” Brass Shield said.

El Toro touched the sphere of golden energy surrounding him. He examined it carefully for a few moments, then looked at Brass Shield.

“Not as bad as yours, by staying,” the minotaur said. El Toro tapped the shield with one finger, then punched it, Brass Shield gasping with strain. A trickle of blood ran from his nose as he tried to keep the shield up, but a second punch shattered the bubble into sparks and sent the guard Captain reeling. Before he could fall, El Toro picked him up by the neck to look into his eyes.

“You're not going to get away with this,” Brass Shield gasped.

“I would be curious to see how you plan to stop me,” El Toro said, amused.

“Like this!” Loopy yelled, appearing out of the shadows on a stack of crates next to the minotaur.

Loopy bucked him as hard as she could, both legs slamming into his masked face from her perch on the boxes. It was like hitting stone, the chitin on her hooves almost cracking. The recoil sent her tumbling down from the stack of crates, straining her wings to come to a safe landing.

“I thought you would be stronger,” El Toro said. He tossed Brass Shield aside, the unicorn slamming into one of the temporary walls hard enough to punch through it, landing heavily with blood streaming from his nose and ears. Loopy turned as El Toro burst through the crates, grabbing one with magic and flinging it at his head when he was distracted.

At least she thought he was distracted. He grabbed it out of the air, palming the crate with his huge hand and tossing it aside as if it was filled with nothing more than air.

“I understand now,” El Toro said, as Loopy backed away. “I have seen this many times. Comfort and ease has made you weak. You've been defeated already by your simple life.” He kicked Loopy, the blow sending her crashing through a bunk bed that had been set up as part of the temporary barracks.

Loopy groaned. She was already injured and exhausted, almost out of love and magic, and this wasn't a fair fight even if she had been at her prime. She was still a changeling, though, and she had never been taught to fight fair.

The changeling popped open a hooflocker and rummaged around inside as El Toro approached. Her hoof hit glass and she knew she'd found what she'd known would be there. She flung the bottle towards him, the liquor flask shattering as it hit his skin, spilling out over him. El Toro looked down at his soaked torso just as Loopy used her magic to send a lick of green flame across his chest, igniting the whisky.

“Hah! How's that for weak?” Loopy grinned. El Toro took a step forward, his chest and arms a roaring mass of flame.

“Ah yes. Such cute little tricks. But not like the tricks a pony would use. The tools and thinking of someone who isn't afraid to kill.” El Toro ignored the flames, the alcohol quickly burning away, barely even leaving a mark on him.

Loopy threw a blanket over his head. El Toro tore it aside. When he was able to see, she was nowhere to be found.

“Deception and an intent to kill. You have the instincts of a predator.” El Toro looked around, grabbing one of the beds and tossing it aside, revealing nothing. “A powerful advantage against prey. But I am not prey.”

“Neither am I,” Loopy said, her voice coming from everywhere at once.

“No? You have been hunted for some time now.” El Toro spun around, catching a spear from the air. Loopy had gotten to the weapon rack behind him. She reacted instantly, grabbing two more with her magic and flinging them. Her magic was weak, though, and they wobbled through the air instead of striking like thunderbolts as she had intended.

“You're quite persistent, for a scout,” El Toro noted. “Most of your kind would have run already. Perhaps you would have better served as a soldier.”

“W-what?!” Loopy backed away. “How do you even know that?”

“Did you wonder why we had come to this town?” El Toro asked. “Hardly a thriving underground. It would have been easier to turn a profit in Manehattan or Fillydelphia. And a member of my Inner Circle nearly getting caught?” El Toro laughed.

“So why did you come here, then?” Loopy looked around for something that might turn the fight around. Or at least a way to run. Then she spotted Brass Shield. If she left, he'd be killed for sure. She had to keep the minotaur talking and stall for time.

“For you, my dear.” El Toro took a step towards her. “There are dark places in the world where you can buy anything and all are welcome, and even monsters and mercenaries can share a bargaining table. And you are a subject of some discussion. A changeling, betraying her own kin.”

“They were insane! They were going to destroy the entire town!” Loopy shivered, looking into El Toro's cold gaze.

“Yes. And all of your friends. They are also part of our little arrangement. Even if you decide to run we will destroy you and everything you care about. This town has only barely survived a trial by fire and ice and that is only the beginning.”

“W-what?!” Loopy's eyes went wide.

“We will hunt you, because we have been paid very well to see that you are brought low, Loop D'Loop.” Loopy froze at the mention of her name. “Your people are skilled at betrayal yet very sensitive when it comes from within.

El Toro leaned closer, as if whispering a secret. “Queen Chrysalis sends her regards.”

Loopy threw herself at the minotaur, burning what love she had stored to enhance her strength. The minotaur fell over, the changeling perched on his chest. She slammed her hooves into his face over and over again, El Toro simply not reacting. Loopy paused, her strength fading. El Toro moved, slapping her away with an arm thicker than her entire body. The changeling crashed through the door of the small office, coming to a stop against the table she'd so recently been chained at.

“You fight like a child. Nothing held back in reserves.” El Toro smashed through the doorway, his huge frame cracking the wood. “It is admirable, but mistaken.”

Loopy tried to stand, but El Toro simply grabbed her head and smashed it through the table, the chitin cracking. Loopy spat up ichor, the room spinning as El Toro stepped back.

“I had to lie to some of my people about why we came here, you know. The more squeamish would have balked at it.” El Toro laughed. “Even Doctor Caballeron thinks we are here merely to turn a profit. While he is not entirely wrong he does not know how I intended to go about doing it. His trinkets were nothing more than a way to lure you out of hiding to where I could find you.”

Loopy closed her eyes and focused. There had to be something she could do. Just some way out. Her head was swimming with pain. Everything seemed to be spinning and floating, her head injury making it impossible to focus. She opened her eyes and found herself looking into a lamp. It was a gas lamp, all of them connected.

It was probably her best chance. She sent a ripple of magic through the lamp, and the light went out. The magic cascaded to the others along the gas line, and the rest of the warehouse was plunged into darkness. She felt her stomach empty, like she'd had to tear at something inside just to get that much energy.

“You think you can slip away in the night?” El Toro asked, as Loopy struggled to slink away quietly. “When I was in prison the guards would lock us up in holes where we saw no light for weeks at a time. The only way we knew time passed in that little version of Tartarus was when they dragged us out into the light to fight each other for their amusement.”

Loopy circled him in the darkness, trying to keep her distance.

“I learned a lot about the nature of darkness then. Far more than you.” He suddenly lashed out, grabbing Loopy by the wing. The changeling screamed as he dragged her closer, twisting the wing.

“Let me go!” Loopy screamed, as El Toro picked her up.

“We are being paid quite well to make an example out of you, so pay attention. You might learn something. If wisdom comes from suffering you will soon be quite wise indeed.” El Toro lifted Loopy above his head, bringing her struggling form down on his knee with a sickening crack.

Loopy was sent to the ground, the pain so overwhelming she couldn't feel anything except the agony, ichor spreading out around her in a puddle. Her eyes fluttered, and she slumped into a darkness more profound than the mere gloom in the warehouse.

Author's Note:

And with this chapter I revise the rating upwards a bit.

Next Time: Loopy fights for her Life. A Doctor's Touch. The Mask of Death.

As a side note, if anyone would like to be an editor, I could use one for my stories. Just let me know in PMs or comments.