• Published 2nd Sep 2015
  • 4,970 Views, 98 Comments

One Changeling, in a World of Foes - Orkus



A changeling named Thoraxis gets stranded in Ponyville, and tries to keep himself from being discovered.

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Blending in With the Herd

Chapter 3: Blending In With The Herd

Thoraxis stood behind the shadow of one of the many buildings in Ponyville, watching as its inhabitants passed by. There was a grin of what appeared to be malevolent intention on his snout, and he stroked his holed hooves together in anticipation of what was about to happen.

With a sudden wisp of green fire, he morphed into the form he had spent the last hour trying to put together. Walking out of the shadow, a new figure appeared.

Thoraxis's new, self-made form looked like a dark-furred, black-maned, unicorn stallion. His false cutie mark appeared as a two, white theater masks, one representing comedy, and the other representing tragedy. His now normal-looking eyes had blue irises.

He formulated a plan to find a quiet, secretive place to bed down, and a place from which to secretly feed from, and he knew that the locals could easily give him the directions to do such. It was foolproof!

The first pony he came up to was a grey-colored pegasus with a blonde mane, and a cutie mark that consisted of several bubbles, who was sitting on a nearby bench. She was nibbling on a large, brown muffin, and wore an easygoing smile on her face. The most distinguishing feature she had, however, were her two, crossed, yellow eyes.

"Excuse me, dear miss, do you know of a local place that has an exceptional amount of love coming from it?" Thoraxis asked, trotting up to her.

"Oh, uh... I guess...?" The pegasus began, a slightly confused expression on her face. As she spoke, she put the muffin down, and Thoraxis noticed right off, with some shock, that that the object in her hoofs smelt like what the strange food he had eaten earlier.

There was love in it.

"Wait... Where did you get that cupcake?" He asked again, looking at the brown-colored food, his eyes briefly flashing green, briefly

"This isn't a cupcake, it's a muffin, and I got it at Sugarcube Corner" the cross-eyed pony replied, her innocent smile reappearing. "You must be new here. It's down the road, and around the corner. It looks like a giant cake" she said again, pointing a hoof to her coordinates.

"Well, thank you" Thoraxis spoke. He turned and began to trot off.

"What's your name?" She suddenly asked. "I know everyone around here, but I haven't seen you yet. It's always nice to meet a new face."

"My name is... Mask" he hastily responded, stopping to look to his false cutie mark for inspiration.

"Mine's Derpy" she said in a friendly voice.

"Neat" Thoraxis replied, in an uncaring one, as he turned his back to her, and began walking off again.

"What a strange pony..." Derpy whispered to herself, as Thoraxis walked away. Soon, she forgot about him, and went back to happily eating her muffin.

After a few minutes of walking, Thoraxis reached the large, colorful building, matching the pegasus's description.

When he walked in, the first thing he saw was a tall, skinny earth pony with an amber coat, and an orange mane, standing in the back of it. Looking closer, he saw that he also had a slightly protruding lower jaw, freckles around his face, and was also wearing what appeared to be an a white apron, and hat.

"Why, hello there, stranger" the lanky stallion greeted in a very warm manor, like the other pony he had just met. "Never seen you around these parts before."

"It's a pleasure to meet you. I'm... Mask" Thoraxis lied in return, still trying to get used to the name.

"I'm Mr. Cake. Carrot Cake" the storeowner responded. "My wife and I run this place, but she's out sick for the day, and our only other co-worker has a day off, though, so it's just me right now."

As he was introducing himself to Thoraxis, the changeling noticed with glee how his suspicions were confirmed, as he sensed the room was filled with the precious emotion of endearment. He wouldn't even need to find a victim to feed from! He could just come here, drain the love from the food, and not risk being discovered.

To his confusion, however, he also noticed a familiar, saccharine smell as well, hit his nose.

"Wait... This place is a candy store, right?" He suddenly asked. "Does it... Have sugar?"

"Well, I'd assume so" Mr. Cake said with a small smirk. "We've got a huge assortment of sugar based products, ranging from cupcakes, to doughnuts, to..."

As he went on, Thoraxis, ignoring him, greedily tried to find the sweet scent. After locating a nearby glass jar resting on a shelf, he opened its lid with his magic, and gazed inside. Spotting the white, sweet substance, he immediately started to eat straight from the mound of it, savoring its wonderful taste with each bite.

"Hey! What in Celestia are you doing? You've gotta pay for that!" Mr. Cake suddenly shouted.

"Mmmf?" Thoraxis mumbled, shooting his head up from the jar, as he tried to swallow the mouthful of the sweet-tasting ingredient. A moment of awkward silence came between the two as they started to stare at each other.

After Mr. Cake tapped one of his hooves on the ground, impatiently, Thoraxis finally choked it down, looking back at the storeowner.

Curses! He thought, angrily. I have forgotten that these hideous, fleshy creatures used currency as means to an end! This complicates matters greatly...

"Well? Are you going to pay?" He asked.

"I... Don't have any money" Thoraxis said, slowly.

"You... Don't have any... Money?" He spoke in reply. He then turned his head away and sighed as Thoraxis looked on.

"Is there... Some form of reparations I can do?" He asked, gritting his teeth slightly.

"Well, if I you're staying in Ponyville for a while, I'd cut the high talk, and go get a job, or something" he replied. "There's a pet store a few blocks from here that's hiring. You didn't really eat that much of the jar, and you seem nice enough, so I guess I can forgive you just once. But if I were you, I wouldn't try doing that again until you have a few bits with you."

"I can do that. Thank you for the tip, my good man" Thoraxis said. More silence burst in between the two after he spoke.

"You certainly seem to make your food with love in it" he said again, trying to break the tension. Mr. Cake only gave a sarcastic, and slightly irritated look at him in return. The disguised changeling knew he was now overstaying his welcome, and, with a final nod, walked out of the store.


"Have you found anything yet, Twilight?" Rainbow Dash asked in a bored tone, as she threw a ball against the treehouse's wall, caught it, and threw it back.

The princess was holding up an unusually large book, The Encyclopedia of Shape-Shifters, with her magic, and had been carefully reading through it for the last twenty minutes, not uttering a single sound.

"I'm reading as fast as I can" she replied. "The pony who wrote this, "Trailmaker the Adventurer," certainly knew a lot about them."

"Like what?" Rarity inquired.

"Like how they can change their gender at a whim..." She started to reply. "How they raise and protect their young out of pure, uncontrollable instinct, instead of parental responsibility, how they hate the smell of ripe and fermenting fruit to the point of avoidance, and how they can prey on any creature that experiences love, not just us ponies, unicorns, and pegasi."

What about weaknesses? Have you found anything on that?" Applejack asked.

"Okay, here's what I've found so far" she began. "Spike, are you writing this down?"

"Oh, uh, yep!" the young dragon replied, pulling out a quill and scroll at the ready. Turning back to the book, Twilight began to scan the page with her eyes.

""...Changelings are a spiteful, enigmatic, insectoid, magic-wielding race of pony-shaped creatures..."" She spoke, reading straight from the book. ""...They mentally feed off of the emotion of love, and love alone, but also have a strange, almost unnaturally strong affinity for the taste of sugar, and sugar-based foods, despite the substance serving no, discernible function for their digestive systems, and themselves.""

"An addiction to sugar?" Fluttershy asked in her quiet voice. "Wow... So, they're kind of like ants and wasps, huh?"

"There's more" the princess spoke again.

""...They can experience any, and all of the emotions anypony else could feel, but are strangely, and ironically enough, unable to feel, or even perceive the emotions of love, compassion, and remorse, especially for heinous deeds, and seem to only work with each other out of instinctual loyalty to their race. Do not underestimate this, though, for every changeling I've ever met could imitate these traits with very little flaw. What they can't seem to imitate as well, however, are the more socially acceptable things in pony culture, that changeling culture does not have, or how exactly the pony they have replaced themselves with acted around their friends and loved ones.""

"How does this guy know so much?" Pinkie Pie asked, before suddenly gasping. "Was he a changeling? Oh, oh! He was, wasn't he! He just put all this down to trick anypony who read it into believing it! It's brilliant and evil at the same time!"

"Actually, Pinkie, he wrote down that he... Learned all this from an actual changeling" she said, the smile on her face slowly disappearing.

"Wait, what?" Rainbow Dash said in a surprised manor, forgetting about the ball, and shooting her head to Twilight.

""...Despite what they lack in morals, that isn't to say they also completely lack empathy"" she read again. ""In my travels to catalog all of Equestria's polymorphs, I met, saved, and befriended a changeling of a much kinder nature. Her name I shall not disclose, due to various reasons, but what I can say, is that she is one of the few creatures I've ever fully trusted outside of my home town, and when I left her, saw her enjoying life as a stage actor in a small village.""

"Well, that's... Certainly interesting" Rarity said. "...But we should come back to the subject matter at hand. We're not sure what this changeling's motives are, so how could we catch this it before it does something absolutely dreadful?"

"I have an idea! I have an idea!" Pinkie suddenly blurted out. "You said they like sugar, right, Twilight? I've got a lot of sugar at my place we could use. We should pour a pile of it on the ground, set it up as bait, and have a stake out."

"That... Actually might be a good idea" Rainbow Dash uneasily agreed.

"Yeah, but we'd need more than just sugar to catch something like that" Spike said, putting the pen and parchment down.

"Then let's build up on it!" Twilight spoke in a confident tone, closing the book with her magic. "Pinkie, get that sugar ready, and Applejack, get your lasso. Everypony else, let's get planning..."


"Alright, hehe! Alright!" The elderly, grey-furred, white-maned shopkeeper said, as he got the food for the four puppies ready. The little, multi-colored, furred creatures barked happily as he finally brought the bowl of brown kibble to them, but their caretaker suddenly dropped the dish to the ground, and let out a pained cough.

"Oh... I'm sorry little ones" the old stallion apologized in a sigh, as he picked up the bits of food. "my lungs aren't what they used to be, heh..."

After he finally brought the bowl to the small critters, the sound of the bell on the side of the door rang, and a cockatoo squawked, indicating a new customer. Turning, he saw a dark-furred unicorn enter.

"Hello" Thoraxis began. "I'm Mask, and I'm here about the job I was told of."

"Well, it's about time someone decided to apply for it" the he replied. "I'm Chiphoof. I need some help with these little tykes, and maybe some help cleaning the place. I'm afraid I'm not able to do it on my own anymore, in my old age."

As he said that, he watched as the puppies in the pen next to him began to whimper and back away as the disguised changeling walked over to them, obviously sensing something that their caretaker could not.

"The animals sure seem to have... Quite an opinion on you" Chiphoof said, in a quieter tone.

"I sometimes have that effect" Thoraxis replied. "But I'm good with them once they get to know me, I swear."

"Hmm..." Chiphoof mumbled, unsure of what to decide. He looked at all the animals in his care, and came to a conclusion.

"You're hired" he finally spoke. A smirk came onto the changeling's face as soon as he said that.

"Very good" Thoraxis said, slightly surprised by the unexpectedly short time it took to get the position. "When do I start?"

"Why, now of course" the elderly pony said, grabbing a mop, and bringing it to him. "The floor next to the register needs to be cleaned. A filly spilt her apple juice on it earlier this morning, and I haven't gotten around to it yet."

Almost reluctantly, Thoraxis took the wooden handle of the mop in his hoof, and walked over to where he was told, until he spotted the small puddle of spilt juice on the marble-colored floor.

"...And when you're done with that, make sure to come back and see me" Chiphoof said again. "I can show you how to take care of the animals."

As Chiphoof walked off to another part of the store, Thoraxis quitely chuckled to himself. He may be stuck in this strange town, but he sure had a good plan already working itself into fruition.

"Now..." He whispered, as he began to clean the ground. "...All I have left is to find a place to stay."

Author's Note:

Just in case any of you are confused about Twilight still having her tree house, it's because this story takes place a few months after the events of the season 3 finale, and a few months before the season 4 finale.