• Published 18th Jul 2012
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Hivemind - Cyberglass



Twilight discovers that the changelings have taken over Canterlot.

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Chapter 8: A Changeling in the Wind

“Are you absolutely certain I didn’t hurt any of you?”

Applejack sighed. “For the last time, Fluttershy, the changelings were controlling you and using you as a living shield. There’s nothing for you to be sorry for.”

“I still would have felt bad if anything had happened to you because I was too weak to try to resist,” Fluttershy said, her eyes to the ground.

“Nonsense, Fluttershy,” said Rarity. “There’s nothing you could have done, and that’s that.”

“But Rainbow Dash broke out of her spell.”

“That’s ‘cause I’m awesome like that,” said Rainbow Dash.

“Weren’t putting up much of a fight before I got through to you, though,” said Applejack sternly. Then she smiled. “Only teasing,” she said. “Ya done good.”

Rainbow quickly tried to hide her relief. “I didn’t rough you up too badly, did I?”

“I’m fine, don’t worry about it,” said Applejack. “‘Sides, we don’t blame you any more than Fluttershy.”

“Or Pinkie Pie!” the pink pony chimed in.

“Or Pinkie Pie,” Applejack added.

“Yes!” said Pinkie Pie, pumping her hoof in the air.

“What’s that going on up ahead?” said Rarity, peering down Main Street.

A crowd of ponies was gathered around Town Hall, the group’s destination, seemingly waiting for something.

“Only one way to find out,” said Applejack.

They made their way to the back of the crowd and pressed themselves in among the townsponies.

“‘Scuse me,” said Applejack, tapping Roseluck, the florist, on the shoulder. “Do you know what this is all about?”

“You haven’t heard?” said Roseluck. “There’s a fake Twilight Sparkle on the loose.”

“You don’t say.”

“Oh, but I do!” said Daisy, who was standing next to her. “The clones have come to replace us all!”

“It’s everypony for herself!” cried Lily, breaking into her usual hysterics. Her panic rippled through the crowd, mingling with the already-present murmuring.

“The worst part is, they’re not that far off,” whispered Rainbow Dash.

At that moment, a loud bang shocked the surrounding ponies into silence, and diverted their attention to the steps of Town Hall. Standing there, next to Mayor Mare, was a Twilight Sparkle, who cleared her throat and began to speak.

“Thank you. Now, as I was saying, there is no need to panic…”

“Do you think that’s the fake Twilight?” whispered Fluttershy.

“It has to be,” said Rarity. “Listen to how she’s twisting the facts. Cloning spell, indeed. The real Twilight would have just told the truth.”

“Notice how she doesn’t want to mention us, neither,” said Applejack. “Probably doesn’t want to get everypony more worried than they are already. I’ve half a mind to go back and bring the other changelings here. I’d love to see how she explains that one.”

“Too bad your double isn’t here, Rarity,” said Rainbow, scanning the crowd. “That would save us the trip. Then again, she’s probably still on her picnic with ‘Spikey-Wikey’.”

Rainbow looked hastily in the other direction as Rarity shot a glare at her.

“I wonder why we haven’t seen Fluttershy’s double either,” said Applejack, changing the subject.

“I hope she’s been taking care of the animals this whole time,” said Fluttershy.

“Good thinking,” said Pinkie. “My double had better be taking care of Gummy right. He can be a hooffull if you don’t know when to give him a bath, or build him a pillow fort, or feed him his favorite dessert—it’s chocolate sprinkles—”

“Shh!” said Applejack. “The Mayor’s speaking.”

But the Mayor’s words about getting back to business as usual merely proved Applejack’s fears. She stomped on the ground in frustration as the ponies around them started to leave the square.

“She’s bought the whole thing, hook line and sinker. I hope we can convince her.”

“So why didn’t you speak up?” asked Rainbow Dash.

“I would have, but we don’t have proof here, and we don’t want to cause another ruckus.”

“Actually,” said Pinkie Pie, “I think it was more of a hubbub.”

“Whatever you want to call it, having half of Ponyville running around senseless doesn’t help us figure out who’s a changeling. Anyhow, here’s our chance to see the Mayor.”

She started walking toward Town Hall, but Pinkie pulled her back.

“Wait! You can’t go up there yet. That look-alike Twilight is still up there!”

Indeed, the fake Twilight Sparkle was still deep in conversation with the Mayor up on the steps of Town Hall.

“Do you think we should chance it?” asked Rainbow Dash.

“What do you think, Rarity?” asked Fluttershy.

There was no answer.

“Rarity?” called Applejack. “Now, where did that mare get to?”

“Maybe she followed the crowd back to the market?” suggested Fluttershy.

Pinkie Pie popped up in between them. “Quick, here comes Twilight!”

She ushered them into an empty tent next to the road. The fake Twilight passed as they watched, apparently lost in thought.

“When was the last time anypony saw Rarity?” whispered Applejack.

“I think it was when we were talking about her changeling clone,” said Rainbow Dash. “She got all quiet an upset after that, and—uh oh.”

“Tell me she didn’t,” said Applejack.

“Didn’t what?” asked Pinkie.

“She went to go rescue Spike from that changeling,” confirmed Rainbow Dash, slapping a hoof to her face.

“Oh, dear,” said Fluttershy. “She can’t go face them alone. It’s too dangerous.”

“She won’t be alone,” said Rainbow Dash. “I’ll go find her.”

Applejack poked her head out of the tent. “Looks like the coast is clear.”

“Alright,” said Rainbow Dash. She sped off along the road, leaving a rainbow contrail in her wake.

“Well,” said Applejack, “let’s go on inside and talk to the Mayor.”

Applejack, Fluttershy, and Pinkie Pie walked through the door to the Mayor’s office, causing the bell above the door to jingle and the secretary to look up.

“Can I help you?”

“We’d like to see the Mayor,” Applejack said.

“I’m afraid Mayor Mare is out at the moment” the secretary responded.

“Wasn’t she just here, though?”

The secretary frowned. “The Mayor’s schedule is rather full today. She is currently visiting the schoolhouse, but I doubt Miss Cheerliee would take kindly to you interrupting her lessons. If you want, you can leave a message, and I will give it to her when she returns.”

“Ah, nevermind,” said Applejack. She turned halfway around, than changed her mind. “On second thought, maybe I will leave her a message. Do you have paper?”

The secretary gestured to a pad on her desk. Applejack picked up a nearby pen, scrawled out a short message, and folded it in half, handing it to the secretary.

“Thank you kindly,” she said. “Well, we’ll not take up more of your time. Come on, girls.”

After they left the office, the secretary curiously picked up the note. It was folded, so it mustn’t be meant for her eyes, but surely it wouldn’t hurt to take a peek…

She gasped. There were only five words written there, but those five were enough to send shivers down her spine. Memories of terrifying bedtime stories burst unbidden to her mind, dormant since foalhood. She shakily raised a hoof to read the message again.

There are changelings in Ponyville.

***

“What do we do now?” asked Fluttershy.

“We go fetch her from the school, of course,” said Applejack.

“But that pony said—”

Applejack huffed. “Don’t you think this is a mite more important than not interrupting Miss Cheerilee’s class? Besides, I think Cheerliee might be interested to learn why Applebloom’s been missing since the wedding. ‘Held captive by changelings’ tends to be a good excuse.”

“I-I guess she has a right to know as well.”

“Then let’s get going!” said Pinkie.

It wasn’t long before they approached the schoolhouse.

“Once we get the Mayor to come with us, this whole situation ought to resolve itself nicely,” Applejack said.

“Yes,” agreed Fluttershy. “Then we can look for the Elements of Harmony in peace.”

A swooshing sound made the three of them look up to see a cyan pegasus fly out of the sky and land in front of them.

“Rainbow Dash!” exclaimed Fluttershy. “Did you find Rarity?”

The pegasus shuffled her hooves. “Ah, no. Not yet.”

“You mean she wasn’t at the—” Pinkie started, but Applejack held up a hoof to cut her off.

“Hold on,” Applejack said. “Answer me this: where did Rarity go that you had to look for her?”

“C’mon, Applejack, I just told you I couldn’t find—”

“Just answer the question. We were just talking about it before, after all.”

“Uh.” Rainbow Dash backed away. “To look for Twilight, right?”

“I thought so,” said Applejack, stepping forward and grabbing her front hoof. “The real Rainbow Dash would have known the answer to that.”

“Aha!” said Pinkie, as if she had arrived at the same conclusion independently. “Don’t even try to run, buster. Or fly.”

“I can explai—where the Hive did that come from?” the fake Rainbow Dash said, pushing the barrel of Pinkie’s party cannon out of her face.

“You a changeling. Admit it,” said Applejack.

“Alright,” said the fake Rainbow Dash. “You got me.”

Applejack shook her head. “Don’t try to deny—wait, what did you say?”

“I said you got me. You figured me out. I’m giving myself up.”

Applejack eyed her suspiciously. “And why would you do a thing like that?”

“Do you honestly think I could stand up to all three of you?” the changeling said. “But more to the point, I was getting tired of this facade anyway. You ponies don’t seem evil enough to justify this invasion.”

“What do you mean?” asked Fluttershy. “You think we’re evil?”

“You’ve got that a tad backwards, haven’t you?” said Applejack. “You come here and steal our identities, and you think we’re the evil ones?”

“I know, I know,” said the changeling. “It wasn’t my idea to do this, believe me. But you also have to look at it from our perspective.”

“Care to explain, then?” said Applejack.

The changeling took a deep breath. “Well, from the time we’re hatched, every changeling knows the story. It’s drilled through our collective heads over and over, shared between all the minds in the Hive. The story goes that long ago the ponies cursed the changelings and stole our ability to love. That is why from then on we have been unable to give each other love and had to persist on the love of others.”

“Oh, how horrible!” said Fluttershy.

“You believe that codswallop?” said Applejack.

“I know it sounds far fetched,” said Fluttershy, “but shouldn’t we at least hear her out before judging her?”

“Actually, Applejack’s right,” said the changeling, catching both ponies by surprise. “I don’t believe it either. And even if it were true, that was all a long time ago. We shouldn’t be taking it out on you ponies. That’s actually sort of why I am here. You see, I’m a changeling spy.”

“Yeah, I think we figured that one out,” said Applejack.

“No, no,” said the changeling. “I’m spying on the other changelings, the ones led by Princess Papilia.”

“Well, they’re a little tied up now,” said Pinkie Pie.

“Um,” said the changeling. “Actually, we broke out. I’m supposed to be looking for you.”

“You’re the same changeling as before?” said Applejack.

The changeling sighed. “I guess it would be difficult for you ponies to tell us apart when we’re changing appearances all the time. Yes, I’m the same changeling. I’m actually not even supposed to be in their group, but I replaced the changeling that was supposed to be Number 5 so that I could keep a closer eye on Princess Papilia’s contingent. I was supposed to make sure she didn’t go too far in carrying out the mission, that the ponies were treated well. But the more I see, the more I think just being here is a mistake. You see, I’m part of a group that rejects the Queen’s invasion plan, and wants to find a diplomatic solution. I had to keep quiet around the other changelings, but I actually want to help you.”

“I actually know a perfect way you can help us,” said Applejack.

“You do?”

“Yep. I still don’t think we can trust you, but if we deliver you to the Mayor, that will be all the proof we need that changelings are here in Ponyville.”

The color drained from Number 5’s face. “Y-you can’t do that!” she cried.

“Sure we can,” said Applejack. “Now, is there anything we can tie her up with?”

Fluttershy began to protest but Pinkie Pie shouted “I’m on it!” and pulled the cord on her party cannon. With a bang, streamers shot out and wrapped themselves around Number 5, the ends somehow tying themselves into a bow over the changeling’s mouth. Number 5 whimpered, unable to speak properly.

“Don’t worry,” said Pinkie Pie, patting Number 5 on the head. “We’ll let you out after we show you to the Mayor.”

“Alright,” said Applejack. “You two stay here and make sure she doesn’t escape again. I’ll go get the Mayor.”

Ignoring Number 5’s muffled cries, she walked down to the schoolhouse and entered. The changeling’s struggles grew more frantic.

“Actually,” said Pinkie, “could you try not to move around so you don’t rip the streamers? I still need them for Gummy’s next birthday. He’s turning two, you know. Just stay re-e-eally still.”

“Um, Pinkie?” said Fluttershy. “I don’t think she can breathe.”

“Oops,” said Pinkie, as what could be seen of the fake Rainbow Dash’s face started growing bluer than normal. “Sorry about that.”

She reached up and tugged down the bow, freeing the changeling’s face. Number 5 took a gulp of air, then blurted out “you’ve got to stop her! She’s in terrible danger!”

“Applejack is?” said Fluttershy. “What do you mean?”

“I mean, she just walked right into her trap.”

“Her trap?” asked Pinkie Pie. “Whose trap? Cheerilee’s?”

“No,” said Number 5. “Number 1’s.”

***

Twilight pulled back, her magic nearly spent. Though her spells had managed to dispatch several dozen timberwolves, the wooden monsters had just kept coming, and the ones that had been broken merely reassembled themselves to rejoin their brethren. Even Philomeena’s fiery aura had not managed to keep them back.

“THE EVERFREE WILL RECLAIM WHAT HAS BEEN TAKEN FROM IT,” the trees rumbled.

Twilight bumped into Princess Luna, who looked similarly exhausted. The two of them had together backed up to the rubble of the burned-down cottage, and could go no further.

“We have never seen the Forest so enraged,” Luna said. “We must leave this place with much haste. Quickly, climb upon our back.”

She lowered herself close to the ground. Twilight hesitated for a second, but obliged when a timberwolf’s claws missed her by inches. She scrambled on top of Luna. With a mighty flap of the alicorn’s wings, they were airborne, barely escaping the jaws of the timberwolves that snapped at their hooves. They soon overtook the canopy of trees, Philomeena gliding along beside them.

Twilight looked back, catching a brief glimpse of the quickly dwindling clearing, which she could have sworn was filling back up with trees as she watched, but before she could get a better look, she was forced to turn back around to regain her balance.

“What was that about?” she asked Luna.

“The Everfree Forest possesses an ancient magic, as old and powerful as Harmony itself,” Luna responded. “Star Swirl’s spell was preventing the forest from entering the clearing, and it resented the loss of its freedom greatly.”

“Do you think that could happen to Ponyville? The earth ponies who founded it originally got the land by clearing a section of the forest.”

“Hmm,” said Luna. “I do not think so. Though the forest has grown wilder in the past thousand years, it is likely the unnaturalness of Star Swirl’s spell that drew its ire. If Ponyville has not been attacked already, it would seem the Everfree has already accepted its new borders.”

“That’s a relief,” said Twilight.

Princess Luna let out a strained groan. “We must land soon. It is after midday, and our wings are unused to carrying such a burden.”

She descended back through the treetops, practically collapsing onto the ground as she landed. Twilight quickly jumped off her back and caught her drooping head, laying it down gently.

“Thank you, Twilight Sparkle,” Luna said. “We shall rest here until we are recovered.”

The alicorn closed her eyes and began to snore gently. Twilight held back a giggle.

“Sweet dreams, Princess.”

“That is ours to say,” Luna mumbled sleepily. “Wake us up for the moonrise.”

“Will do.”

Twilight looked around to see where they had landed. They were far enough away from the clearing that she hoped they would be safe from the timberwolves, but the forest held other dangers besides its resident xylofauna. She needn’t have worried, though, for through the trees she spotted a familiar light, coming from several firefly lanterns.

“Zecora!” she exclaimed, running toward the hollowed-out tree the zebra used as a home. “The real Zecora, this time!”

She knocked excitedly on the door, and waited. After a minute of waiting, though, she started to get disheartened. She knocked again, louder.

“No, don’t you be gone, too,” she pleaded.

“Not gone, but merely over here,” came a voice.

Zecora hobbled into view from the opposite direction as Princess Luna, limping on her foreleg.

“Zecora!” cried Twilight. Then she noticed her leg. “What happened?”

“Fluttershy has been captured by changelings, I fear,” said Zecora. She looked down at her leg. “One tried to attack when I peeked at their nest, but I made an escape, and now you know the rest.”

“You shouldn’t be walking on that leg,” said Twilight. “Come on, let’s get you inside.”

Twilight leaned herself up against Zecora’s injured side, supporting the zebra’s weight as they walked into the hut. Zecora slumped down onto a chair and grabbed some bandages and herbs that were hanging from the ceiling.

“Thank you for helping with my injury,” Zecora said as she tied the bandage around her leg. “Now what made you come here, seeking me?”

“It’s a long story.”

“If you have time to tell me, I have time to listen.
I’m not going anywhere in my condition.”

“Well,” Twilight began. “Actually, before I begin, do you think you can put up with one more guest? Princess Luna is trying to sleep out in the woods, but I think she’d be much more comfortable in a real bed.”

“The Princess of Night is out in the day? By all means, in my bed she can stay.”

Twilight hurried out, and returned with a half-asleep Luna, who mumbled a royal thanks to Zecora before flopping onto the bed and passing out. Philomeena perched atop the side of the bed and did the same.

Zecora seemed to take the appearance of a Princess of Equestria in her home rather well, staring at Luna with genuine interest rather than the fear and awe most ponies showed around her.

“I am curious more now than ever before
What events could have brought all of you to my door,” she said simply.

Over Princess Luna’s soft snoring, Twilight told Zecora everything. When she was finished, the zebra closed her eyes in thought.

“So not just Ponyville, but Canterlot too.
Even for changelings, this approach is quite new.”

“And the worst of it is,” said Twilight. “I don’t know what to do about it. They’re too strong now, even for me. And since Star Swirl the Bearded apparently lied about the Elements of Harmony being in Ponyville, all I have is this book.”

She pulled out Star Swirl and Clover’s journal, and placed it on Zecora’s table.

“And as much as I’d like to think I can just look up the answer,” she continued, “unless there’s a ‘set everything right’ spell in there, I don’t think it’s going to be much help.”

She set her head down on the table. “Probably wouldn’t have enough magic to cast it anyway.”

Zecora took a sip from the tea she had brewed while Twilight was busy telling her story.

“I could teach you my skills if you seek stronger magic,” she said.

“You could teach me magic?” Twilight said, swinging around to face the zebra. “But you’re…”

Zecora laughed and waved her hoof over her cup, causing the contents to swirl up in a spiral that hung in midair before sloshing back down. “A zebra without magic would certainly be tragic. But if things are as you say, there may yet be an easier way.”

“What do you mean?”

“Changelings eat love to fuel their powers. With no one to love them, they’ll fade within hours.”

“That’s right,” said Twilight. “The changelings in Canterlot were feeding on the ponies trapped in their Hivemind. But they can’t be doing the same thing here, can they? They haven’t replaced everypony yet, or they wouldn’t have been so afraid of being found out. We’ve got to figure out what their plans are and what they’re doing here in order to expose them and cut off their food source.”

Zecora frowned. “I might have a guess as to their true goals. They have stolen all of Ponyville’s—”

***

“Foals! Pay attention!” shouted Miss Cheerilee. “We have a very special guest here today. I would like you all to welcome Mayor Mare, the leader of our town. It is her efforts that keep Ponyville running smoothly.”

“Thank you, Miss Cheerilee,” said Mayor Mare, “for those kind words of introduction.”

She glanced around the room, meeting the gaze of several colts and fillies..

“And welcome, everyone, to what I hope will be a most instructive lesson, one for which Cheerilee will be assisting me. Miss Cheerilee, would you please dance for us?”

Cheerilee’s hooves began to tap against the floor, slowly at first but quickly increasing in tempo until she was doing a lively tap dance at the front of the room.

“This all feels kind of silly,” she commented.

“I know, I know,” said Mayor Mare. “Now, kindly jump out that window.”

Cheerilee stopped immediately. “I don’t understa—gah!” She clapped a hoof across her forehead in an unmistakable headache.

“That’s alright, dear,” said Mayor Mare. “Why don’t you just sit down.”

Cheerilee complied, wordlessly, and Mayor Mare addressed the class once more.

“The power to control. It is an important skill to learn, my little changelings, but before you use it you must first know its limits. As you saw, I could not make her do something completely reckless or against her nature, and indeed, attempting such an order can be enough to completely break one’s hold over a pony. On the other hand, something which merely requires a certain lack of inhibition, such as dancing in front of class—”

A colt in the front row snickered. Mayor Mare rounded on him immediately.

“Do you think this lesson is funny?” she asked, menacingly.

“N-no, ma’am.”

“Good,” said Mayor Mare, returning to the front of the room. “Because this is a very serious lesson indeed. As I was saying, making a pony act without inhibition is less dangerous, but the safest course of action, and the most important skill one can learn is to make a pony act normally. For example, I have ordered Miss Cheerilee to not listen to me unless I address her directly. This is a changeling’s most powerful arsenal outside of changing form, for even the best changelings make mistakes. Whereas modifying memory directly is of the highest caliber of magic, this type of hypnotic control is quite simple; even you lot should be able to pull it off with practice. And it is quite effective, for what pony would suspect they are being controlled if they are acting how they normally would?”

There was a knock on the door.

“Miss Cheerilee, would you get that for us please?” said the Mayor.

Cheerilee walked over to the door and let in an apologetic-looking Applejack.

“I don’t mean to interrupt,” Applejack said, “but I need to borrow the Mayor for a minute. It’s very important. You might want to hear as well.”

“Oh?” said the Mayor. “And what is so important for me to hear?”

Applejack beckoned them both closer, than whispered, “there are changelings in Ponyville, creatures that can disguise themselves as ponies and take their place. The girls and I thought that you should be the first to know so we can decide what to do.”

Mayor Mare raised an eyebrow.

“I know it’s hard to believe,” said Applejack. “That’s why we have proof. If you’ll just come outside…”

“There is no need for that,” said Mayor Mare. “I believe you. Please, come inside so we can talk about this.”

She walked back to the head of the classroom. Applejack followed hesitantly, glancing at the rows of students who were staring at her with wide eyes. She did a double take when she spotted Applebloom in her seat, staring with the same stunned expression as the rest of her classmates.

“A-Applebloom? What are you—?”

The Mayor cleared her throat.

“Sorry Mayor, I…” said Applejack. She glanced anxiously back at Applebloom. “Uh, do you really think it’s alright to talk about this in front of the children?”

“Oh, it’s fine,” said Mayor Mare. “They already know.”

Applejack swung around to face the class, whose eyes were glowing green in unison. A hissing sound escaped their collective throats.

“Land sakes!” exclaimed Applejack. She turned to the exit just in time to see Cheerilee slam the door in front of her, eyes trance-like and glowing green.

“Class,” Mayor Mare said, raising her voice, “I believe it is time for some hooves-on practice.”

“They’re all changelings?” Applejack said.

“Changeling foals,” corrected the fake Mayor. “But they are quick learners. They ought to have plenty enough magical proficiency for this.”

“So what?” said AJ, backing up from the advancing changelings. “You’re gonna put me back in that Hivemind thingy? We just got done explaining to you changelings how that won’t work anymore.”

“Oh, I know all about your propensity for escaping,” said the fake Mayor. “Which is why we will be using more… conventional means to subdue you. But first, a little sleepiness wouldn’t be amiss. Class?”

A dozen beams of lime energy shot out at Applejack’s head, and she found that she couldn’t move. Even keeping her eyes open was proving a mighty task.

“You won’t get away with this,” Applejack said, stifling a yawn. “Ah’ll…”

“We’ll save you, Applejack!” came a cheery voice from outside.

There was a loud bang as the door burst off its hinges into the room, followed by a cloud of confetti and smoke. Pinkie Pie stepped triumphantly in through the chaos, followed by a somewhat less triumphant Fluttershy. Applejack found herself suddenly wide awake once more, as the startled foals lost concentration on their spell.

“Are you alright?” asked Fluttershy.

“I am now, thanks to you two,” Applejack answered. She delivered a mighty kick to Cheerilee’s desk, knocking it into the changeling Mayor. “That’s what you get for impersonating the Mayor and stealing all of these foals.”

The changeling foals gasped as their mentor was thrown into the wall, but they recovered quickly and made to surround the ponies.

“No you don’t, you little varmints,” Applejack said, forcefully shoving the foals away to clear a path to the door, but her hoof was caught by Fluttershy’s before it could connect.

“Don’t hurt them!” the pegasus pleaded. “They’re just foals!”

“They’re changelings!” said Applejack, shaking herself free from Fluttershy’s grip. “Foals or not, these things are a menace. We need to get out of here right now and warn the town.”

“It still doesn’t feel right,” Fluttershy said, trying to fend off a filly that was ineffectually snapping its jaws at her.

“Then don’t think about it too hard. You can try to help Cheerilee out of here, I think they just have her under some kind of spell. Pinkie can help me clear a path, right Pinkie?”

The pink pony appeared at her side and nodded but a muffled voice behind her caught Applejack’s attention.

“Ffaff nrrrt mrrrrrrrrr!” the voice said loudly.

Applejack and Fluttershy spun around to see a green blob stuck to the side of Cheerilee’s overturned desk, curls of pink hair sticking out at odd angles.

“Hrmph,” said the non-trapped Pinkie. “Rule number one of engagement…”

With a flash of green fire, she returned to her Mayor Mare form, her voice changing to match.

“...Never take your eyes off of the enemy.”

Green flames wreathed a non-existent horn above her graying mane. There was a bright flash, and Applejack was trapped in a blob of green just like Pinkie Pie.

“Two down, one to go,” the changeling taunted, leering at Fluttershy.

Fluttershy bolted.

She made it as far as the row of bushes around the schoolhouse before being brought to earth by a shot of green magic that bound her hooves together with goo.

“Now, now, we can’t have you running off, dear,” said the changeling Mayor as she slowly walked to where Fluttershy had fallen. “You might go and warn some—hello, what do we have here?”

She had stumbled across Number 5, still wrapped up in colorful streamers.

“N-Number 1,” the changeling stammered. “I can explain!”

“You can explain how you were captured, against your will, in a bunch of easily torn crepe paper? Or perhaps you would rather explain how the ponies knew to rescue their friend? How they showed no surprise at the hatchlings being there?”

Number 5’s face blanched as Number 1 smiled above her.

“Oh, yes,” Number 1 said. “I think you can explain quite a lot.”

***

“Here are the daisy sandwiches you picked up,” said Spike, listing the picnic items as he placed them carefully on the blanket. “And the bottle of lemonade can go here, my bag of rose quartz over there…”

“Such a helpful young dragon,” said the white mare with him.

“Of course, milady,” said Spike, bowing dramatically in the midst of taking the next item out of the picnic basket. He looked up into Rarity’s smiling face, falling sweetly, irresistibly into those big, sapphire eyes…

He nearly toppled over from holding his bow too long. Rebalancing, he sheepishly drew a tin of cookies out of the basket.

“Are you alright, Spike?” said Rarity. She scooted closer to him.

“Yeah, I’m alright,” said Spike. He looked up to find Rarity much closer than he had expected. “Uh.” The tin of cookies fell to the ground.

Rational thought ceased as he got lost in her once more. She herself gazed unflinchingly at him, her look of worry changing into one of relief and content. She looked even more beautiful up close than he remembered, her white fur and purple mane contrasting perfectly with the green grass and her now green eyes. He barely registered her voice as she spoke.

“So suggestible. Yes, you’ll do nicely.”

“Oh, no you don’t!” another voice cut in.

Spike wrenched himself away from the vision in front of him to inspect the newcomer. The fog in his mind cleared instantly as he saw another Rarity, who charged into the first Rarity before she could react, slamming her to the ground.

“What the—” he stammered, eyes flitting between the identical mares glaring daggers at each other from the ground. “Two Raritys?”

“This one is an imposter,” said the new Rarity. She got up, still keeping an eye on the Rarity on the ground. “I’ll explain everything once we get out of here.”

A black tendril grabbed her around the ankle and flung her to the ground again. The first Rarity stood up. Her nostrils flared in anger, and her shadow writhed on the ground like a tangle of worms.

“You,” she spat, addressing the new Rarity. “What gives you the right? I don’t know how you escaped, but nopony, and I mean nopony, is allowed to come between me and my prey.”

The shadow lashed out once more, tossing Rarity several feet, where she landed in a crumpled heap behind Spike.

“And as for you, Spike” said the figure who was increasingly, obviously, most definitely not Rarity, “you will forget her and remember only our love.”

Her eyes glowed a bright green, and Spike’s eyes reflected the light as the spell drew him in once more.

“Don’t you dare,” said Rarity. She dragged herself in front of Spike, breaking both his line of sight and his trance.

“Oh, you want to be punished first?” Not-Rarity laughed. “I’m all too happy to oblige. After all, I just need to keep you alive.”

A shadowy tendril shot out and wrapped around Rarity into a tight cocoon, then lifted her into the air. She struggled, but the shadow held her tight.

“Rarity!” screamed Spike, as he watched his crush vanish into shadow. “You let her go, right now!”

He leapt at the imposter, doing his best to scratch and bite her, but she held him at arms length with a simple outstretched hoof.

“You really love her, don’t you?” not-Rarity said, playfully constricting the shadows around Rarity’s struggling form. “I’m going to savor every moment of this.”

“Yeah, I’ll bet you are,” said a voice from behind.

A rainbow blur barreled into not-Rarity, sending her flying with a loud “Oof!” The shadows faltered and dissolved into purplish mist.

Rainbow Dash caught the suddenly free Rarity as she fell and placed her gently on the ground. As soon as she touched down, however, the real Rarity sprang to her hooves and spun around, surveying the situation.

“Quickly, before she gets up,” Rarity said. “We must get out of here.”

She scooped Spike up onto her back and the three of them raced back toward Ponyville proper.

“What was that all about?” asked Spike.

“That thing back there was a changeling imposter,” Rarity replied. “A shapeshifter, who feeds off of love. When we were in Canterlot for the wedding, they took the opportunity to replace the six of us Elements of Harmony, and probably a lot more ponies besides.”

“Even Twilight?” Spike asked, incredulous.

“Especially Twilight,” said Rainbow Dash. “She’s their changeling princess leader.”

“Twilight, a princess?” Spike snorted. “That’ll be the day.”

“This is no laughing matter,” said Rarity, which shut Spike up quickly. “We have to warn the Mayor right away.”

“We might have already been there if somepony hadn’t run off on her own,” reminded Rainbow Dash.

“I couldn’t very well leave Spike with that monster,” said Rarity. “Although I do admit I expected it to be much easier. But still, who knows what she would have done to him?”

“I have a few guesses,” said Rainbow. “And I guess you’re right, even if you ended up being the one that needed saving.”

Spike puffed out his chest. “You know,” he said, “I could have taken her on my own. But, uh, thanks, both of you, for coming to rescue me. That shadow thing was mega creepy. Can all the changelings do that?”

“I certainly hope not,” said Rarity.

***

Shining Armor followed the changeling out of the palace and around Canterlot. It seemed that the prisoners he had overheard the changeling mentioning were being stored in an apartment nearby. Shining needed only one look at the green pods to determine that Cadance wasn't among them. But there were more changelings to follow.

Most of the swarm had set about building crude web-like shelters in the now-abandoned streets, so that most of downtown Canterlot resembled some sort of Nightmare Night campground. Some, however, were still marching back and forth between the city proper and the palace, and it was these that Shining Armor followed next. From snatched bits of conversations, he determined that any important prisoners were being kept somewhere close to the palace itself. As the Changeling Queen's chosen disguise, Cadance was sure to be among them.

He was also heartened to learn that his sister and her friends had caused an uproar by escaping before him. Shining was half tempted to look for them as well, but he reasoned that if they had evaded the changelings for this long, they were as determined to not be found as he was. Indeed, if they had any sense, they were probably far away, raising the army that would be necessary to liberate Canterlot. It was what he would be doing, but Cadance came first.

After two more hours with no leads, however, he decided to change his tactics. Finding a hiding spot on the mountainside, where he would have a good view of both the palace and any approaching changelings, he sat, and he waited. And his patience was soon rewarded when a pink alicorn emerged from the palace and stormed toward the statue gardens––the Changeling Queen, still in disguise. Shining marked where she disappeared from sight, and carefully followed.

The path down the cliff face was treacherous for a pony without wings, but Shining was glad to have many nooks and crannies in which to hide as he approached the cave the Queen had disappeared into, its entrance hidden from above behind a hanging bush. He waited for his eyes to adjust to the darkness within before following; he couldn't chance lighting his horn.

At last, he reached an enormous cavern, its walls as shiny as gemstones. He found it incredible that such caves could exist under Canterlot, and even more that the Changeling Queen knew about them while he, the Captain of the Guard, did not. He would have to make sure his guards were aware of this possible weak point once they regained control of the city above.

Unlike the passage before, this room was patrolled by a mixture of armored changelings and what looked to be hypnotized ponies. He waited by the threshold, unable to go on, but watched as the Changeling Queen approached the far wall of the cavern. She said something to her guards, and they stood aside to let her pass, though there was no entrance that Shining could see. Then she threw up a ring of flames around herself, and appeared to melt into the floor and wall, passing through them as if they were water.

Freeing Cadance was going to be more difficult than he had expected.

***

Cadance stared listlessly at the rock wall in front of her. Rocks, crystals, and more rocks: that was all she had gotten to look at for what felt like weeks. She had long ago given up movement; what use was walking around when ten paces in any direction brought you back to another rock wall? Besides, she needed to conserve energy. For what, she did not know––she didn't even have enough magic left to blast herself out, like Twilight had done on the day of the wedding––but she held on to that last spark. Just in case. After all, she had escaped once, for a few glorious moments of freedom before it was all snatched away once more. The hope that it would happen again kept her going.

Her ears perked up at a distant crackling sound. She immediately thought of the rock walls of her prison crumbling away, but quickly dismissed this as a product of wishful thinking. Whatever the sound was, however, it grew closer as Cadance held her breath. A green sphere of fire phased through the wall, revealing the source of the sound as the crackling of the flames. The ball landed in front of her, extinguishing itself to reveal the form of her lookalike.

"Changeling Queen," Cadance growled, her voice having trouble escaping from lack of use. "What more do you want from me?"

"Nice to see you too," said Chrysalis, though her voice betrayed otherwise. "I so rarely get the pleasure of seeing that pretty face of yours. Except every morning in the mirror, of course."

"You horrible monster."

"You ponies love using that word, don't you? I'm tempted to show you exactly how much of a monster I can be, but this visit is for business, not pleasure. It has to do with our mutual fiancé."

Cadance's face went pale. "What have you done to my Shining Armor?"

"Don't worry, I haven't touched him," said Chrysalis, her face contorting into a grimace. "In fact, he's been decidedly distant all week. Loss of memory, strange behavior, almost as if he's under a spell. You wouldn't happen to know anything about that, would you?"

Cadance narrowed her eyes. "You're the only one keeping Shining under a spell. I would never stoop to that level. Besides," she said, smirking at the changeling, "I don't need to use magic for Shining to love me. Maybe he's just seeing right through your pathetic disguise. After all, you could never love him like I do."

"We'll see about that!" Chrysalis fumed, turning around and phasing back out of the room.

Cadance smiled. If Shining Armor could stand up to that witch's powers, then there was one more ray of hope.

***

“What do you mean she’s not here?”

Rainbow Dash gaped incredulously at the Mayor’s aide as the latter stared up at her over her horn-rimmed spectacles.

“I meant what I said. The Mayor is a very busy mare. You can’t just expect her to drop everything and meet with any pony who walks through the door. You’re the second group today that’s tried.”

“The first group wouldn’t happen to have been Fluttershy, Pinkie Pie, and Applejack, would it?” asked Rarity.

“As a matter of fact…” the secretary began, but she broke off and stared suspiciously at Rarity. “Hold on, are you here about the same thing? Because they already left a message for the Mayor. One which I certainly have not read and which I will give to the Mayor as soon as she returns.”

“...Alright,” said Rarity. “Well, I suppose things here are taken care of. Come on.”

Rainbow Dash and Spike followed her out the door, the secretary giving a halfhearted “have a nice day” as they left.

“We really should regroup, anyway,” said Rainbow. “Who knows when any of our clones will find us.”

“It feels strange, though,” said Rarity. “This is our home. Why should we be the ones forced into hiding?”

“She’s got a point,” said Spike. “Why does it have to just be the Mayor you tell? Not everypony in this town can be a changeling, can they?”

“You’re right!” said Rainbow Dash. “Who cares what Twilight or Applejack think? If we want results, we’ll have to get as many ponies on our side as possible, not just the—the Mayor!”

All three of them gasped as they saw Mayor Mare walking up the road toward them, with a few fillies on either side helping her pull a wagon covered in tarps. They ran up to meet her halfway.

“Mayor Mare,” said Rarity, panting slightly, “you have no idea how relieved we are to find you. We have an urgent matter to bring to your attention.”

“Ponyville’s got a problem,” said Rainbow Dash. “A changeling problem.”

“Oh, dear,” said Mayor Mare. “That is indeed serious. How many other ponies have you told about this?”

“We wanted you to be the first to know,” said Rarity, “but—”

“Good,” said Mayor Mare. “This situation calls for delicate action. You can wait for me in my office, I shouldn’t be long. Just have to get a few things packed away.”

“What’s in the wagon, anyway?” asked Rainbow Dash. She tried to lift one corner of the tarp, but the nearest schoolfilly slapped her hoof away.

“It’s a surprise art project the children at the school have been working on,” Mayor Mare answered. “We’re storing it in Town Hall until it’s ready to exhibit. But don’t worry, you’ll get to see it soon enough.”

As the trio returned to Town Hall to wait, they were too far away to hear the Mayor chuckle under her breath. “Yes, soon enough.”

***

Changeling Number 3 stomped down the Main Street of Ponyville. Her head swung back and forth in time with her strides, delivering sharp glares at anypony unfortunate enough to get too close. Not that they weren't trying to keep their distance; to the other ponies of Ponyville, it looked like Rarity was on a warpath, so they knew to stay out of her way.

"Where. Did. They. Go?" she fumed under her breath. How could her doppelganger and companions have disappeared so quickly?

She paused and took another look up and down the street, noticing that she was near the Library.

"I suppose I ought to inform 'Twilight' of this."

She raised a hoof to knock, but before she made contact the door swung open, revealing a startled Papilia. The changeling princess put on a nervous grin, noting Number 3's furious expression.

"Why, 'Rarity', whatever brings you—?"

Number 3 cut her off by grabbing her around the hoof and dragging her back inside, closing the door behind them.

"We have a problem," she hissed after making sure they were alone. "The ponies are here. They must have followed us from Canterlot somehow."

Instead of expressing shock and horror like Number 3 expected, Papilia gave her her most deadpan stare.

"Missed that little memo, did you?"

“Y-you knew?” sputtered Number 3. “You knew, and you’ve been letting them run around ruining things and stealing my snacks?”

“There is more prey around than just that dragon, Number 3. And you should watch your tone around your princess.”

Number 3 went down on her front knee. “I apologize, your highness,” she said more calmly. “I was merely wondering what your plans were for the Element Bearers, knowing that they are here.”

“Don’t worry, I’ve already taken steps to keep them from exposing us. The townsponies are currently on the lookout for magical clones made by one of Twilight’s experiments. And I already have the rest of the team looking as well. Although seeing as you failed to catch them, I don’t know how much help you all will be.”

“They took me by surprise this time. Next time will be different.”

“I hope so. Where did you see them?”

“On the outskirts of town. They were heading toward the main street when I lost them.”

“Can’t have gone far, then…” mused Papilia. “Let’s see if anyone else has seen them.”

Papilia’s Hive-Orb flew down the stairs, wrapped in her green magic aura. A light inside the ball blinked steadily, increasing in tempo and intensity as the changeling brought it to her face.

“It seems like someone has some news after all.”

Papilia sent a spark from her horn to the ball, and the glowing light faded away to be replaced by the image of a face, looking out at her as if from inside the ball.

“Number 1?” Papilia said when she recognized the face as that of Ponyville’s Mayor.

“Indeed it is, Princess,” said Number 1, “and what excellent timing you have. Oh, don’t be so surprised. I know you said you and your team could handle the ponies yourself, but it seems we have underestimated the extent of the problem.”

“You mean the other Element Bearers escaping while we were occupied calming down that crowd?” Papilia snapped.

“Oh, good, you know,” said Number 1 cheerfully. “I would hate to have been the bearer of bad news. Allow me to give you some good news instead: the situation has been taken care of. Right now, I have locked in the Town Hall cellars—”

“Ask her if she has the dragon,” said Number 3, but Papilia waved her off.

“Now is not the time to be thinking with your stomach, 3. Number 1, do you mean to tell me you’ve recaptured all of them so soon?”

“Oh, not all of them,” said Number 1 with a chuckle. “Not yet, at least.”

“That doesn’t sound very ‘taken care of’ to me.”

“Don’t worry, the others will be walking right back into custody at any moment. But I had to save some of the fun for you, after all.”

“What kind of ‘fun’?”

“Let me put it to you straight,” said Number 1, suddenly serious. “If you want to clean up your own mess, be in the Mayor’s office in five minutes. Rarity and Rainbow Dash will be expecting the Mayor herself, so dress accordingly. Oh, and tell Number 3 that Spike the dragon will be there as well.”

“Good,” said Number 3.

“And those two are the only ones left?” asked Papilia.

“Other than Twilight Sparkle, yes. But you and the rest of the team have that little mishap under control, don’t you?”

“Don’t patronize me, Na—Number 1,” said Papilia. “I outrank you, and don’t you forget it.”

“I wouldn’t dream of it,” said Number 1. “That does remind me, though, after you’re done here I have another prisoner for you to meet. I think you’ll find her quite interesting.”

“And who would that be?”

“I’m sorry, I’ll have to let you go now. Classes to teach, you know. Ta ta!”

“Who is it, Number 1?” Papilia shouted into the orb, but Number 1’s face had already disappeared. Papilia angrily let the orb drop, and it rolled away to the edge of the room. She didn’t bother retrieving it.

“I really hate that mare some days,” she said.

“So, Princess,” said Number 3 after an uncomfortable silence, “are we going?”

Papilia closed her eyes and took a deep breath. When she opened them again, they sparkled with renewed certainty.

“Of course we’re going. You have to earn you lunch back, don’t you?”

“Excellent,” Number 3 said, a grin spreading from ear to ear.

***

Spike sat in a chair in the lobby of the Mayor’s office, tapping his claws nervously against the seat. Beside him Rarity and Rainbow Dash sat, similarly anxious for the Mayor to return, and equally silent. This silence was unwilling on Rainbow’s part; every time the pegasus spoke or fidgeted too loudly, the secretary would snap at her to be quiet before returning to her work. In the quiet room, the sound of her hooves on her typewriter was deafening, the hypocrisy surely adding to Rainbow’s discomfort.

After the fifth time of being yelled at for rocking her chair back and forth, the pegasus had had enough. “What’s taking her so long?” she shouted, this time knocking her chair over for real as she sprang into the air. The secretary opened her mouth to give her yet another lecture on how busy the Mayor was, and how lucky they were to have gotten a meeting at all, when the Mayor herself entered the office. Everyone’s eyes, however, were on the pony trailing behind her.

“Twilight!” shouted Rarity and Spike in unison, as Rainbow gasped.

“Is it really you, darling?” Rarity continued.

“Yeah, how do we know it’s her?” Rainbow asked, circling Twilight from above. “You were pretty friendly with the fake Twilight this morning, Mayor.”

“Funny, I thought the fake was the one on the loose,” said the secretary warily. “What’s going on here?”

“Could you leave us for a second, dear?” the Mayor asked her. “There is a rather delicate situation we must discuss.”

The secretary stood up in a huff, but nodded respectfully toward the Mayor as she walked stiffly to the exit, closing the door behind her. The Mayor sighed.

“I admit, I was taken in this morning, but Twilight approached me soon after you three did. Apparently she has been lying low while the town looked for some kind of magical clone. She told me the truth about the changelings, though. I doubt a real changeling would do the same.”

Spike thought he heard a gasp, though neither of his friend had reacted. Passing it off as his imagination, he focused on Twilight. She certainly looked the same, but if what Rarity said was true, the changeling had already been fooling him for days.

“If you want, I could leave,” Twilight said, glancing toward the door.

“Nonsense, darling,” said Rarity.

“Besides,” said Rainbow Dash. “If you really are a changeling, we want you here where we can keep an eye on you.”

“Your vote of confidence is overwhelming,” Twilight said quietly.

The Mayor cleared her throat. “Anyway, let us get down to the point of this meeting. First, tell me everything you know so far about these changelings so we can mount a proper response.

Spike zoned out as Rarity and Rainbow Dash took turns telling the Mayor the same story he had heard on the way there, with Twilight nodding at intervals. He was startled out of his stupor, however, by a soft tapping directly behind him. Looking at the window behind his chair, he made out an orange bird balanced on the sill, tapping at the glass with its oversized beak.

“Peewee?” he said. He opened the window and let the baby phoenix hop into his outstretched hands. “What are you doing here, little guy?”

In answer, Peewee began squawking loudly and tried to flap his way out of Spike’s claws in the direction of Twlight. Spike held onto him tightly.

Everypony turned at the sound, staring at the new arrival.

“A phoenix,” breathed the Mayor.

“Whoah, what’s going on with Peewee?” asked Rainbow Dash, as the bird started flapping even more frantically.

“I don’t know!” said Spike, now having to dig in his feet to avoid being dragged across the floor. “He’s only done this once before, when…”

He trailed off, eyes widening in realization. Peewee had gone this crazy only one other time—yesterday when he had returned from Canterlot with Twilight. Except that Twilight had been a changeling in disguise. Which could only mean—

“You!” Spike shouted at the Twilight in front of him. “You’re still a changeling. Peewee recognized you yesterday, and he came to warn us again!”

“Twilight’s” eyes never met those of her accuser, instead glaring at the bird with pure fury.

“I thought I warned you not to blow my cover, bird!” she growled. Her horn lit up with a green flame that most certainly did not match Twilight’s normal magic.

Before the revealed Papilia could cast her spell, Rainbow Dash tackled her to the ground.

“I knew we couldn’t trust her,” the pegasus said. “Help me tie her up or something, maybe we can get some info out of her.”

“So much for the subtle approach,” said the Mayor, transforming back into her more familiar Rarity form. “That’s better,” said Number 3, and she blasted Rainbow off her hooves with a burst of magic like a small meteor.

“No,” said Spike, backing away. “Not you again.”

“Me,” said Number 3. “And after your friends are put away, we can start again where we left off.”

“Oh, no you don’t,” said Rarity, jumping in front of the advancing Number 3. “Spike, get out of here, now.”

“But—”

“You have to warn the townsponies!” said Rarity. “Now go!”

“No!” shouted Papilia, aiming a burst of flames at the dragon, but it was too late: Spike was already out the window, holding Peewee close as he ran down the boardwalk that ran around Town Hall.

A scream behind him stopped him in his tracks. “Rarity!” he shouted, almost turning around, but the echoes of her entreaties for him to leave her and go warn the town gave him the strength he needed to keep moving. He ran to the steps that led down to the street, almost colliding with the secretary as she burst through the doors of Town Hall at top speed.

“Dragon!” she said, pulling up beside him. “Is it true? Are there really changelings here?”

“Yes!” Spike shouted over the sound of his own heartbeat. “And the Mayor was one of them!”

“I thought so,” said the secretary. “I was listening at the door––terribly unprofessional, I know––but there was another Mayor in the hallway! I didn’t check to see if it was really her or not, I just hightailed it out of there. And then I heard that scream…”

“We have to warn as many ponies as possible,” said Spike.

“R-right,” said the secretary. “I’ll take the left side of the street, you take the right?”

They worked their way down the street, a crowd of ponies growing around them as they told their frantic story.

Number 1 peeked out of the doors of Town Hall, watching the crowd grow both closer and angrier. She quickly decided that no changeling swearword could adequately convey just how much things had gotten out of hoof.

“Horse apples.”

***

Twilight Sparkle was having difficulty accepting what Zecora had just told her.

"I knew changelings were bad news, but taking foals away from their parents? That's horrible!"

"It seems horrible to me and you," agreed Zecora, "but that is what all changelings do. In order for the foals to grow, a mother pony's love they must know."

"Ugh. I guess that makes sense in a twisted sort of way. If all changelings feed off of love, then it's not like you can just give them a bottle of milk, but... stealing other ponies' foals!? I just don't understand it. It goes against all common decency between sentient beings! It’s… it’s…”

Evil? Twilight could still see Papilia’s sneering face in her mind’s eye, like looking into a cursed mirror. You don’t even know what we’re doing here.

Well, I do now, thought Twilight. And I can’t let things stand like this.

“I can’t wait until Luna wakes up,” she told Zecora. “I don’t care how dangerous that changeling guard is. I’m going to go rescue those children.”

“It seems nothing I could say would sway you from your way,” said Zecora solemnly. “Just take care that you not suffer as I did earlier today.” She held up her bandaged leg in demonstration.

Twilight nodded. “Thank you, Zecora. I promise I’ll come back in one piece.”

There was a flutter of feathers, and Twilight felt something land on her back.

“Philomeena? Do you want to come with me?”

The phoenix slowly dipped her head, then squawked once softly in affirmation.

“Alright, then,” said Twilight. “Let’s go rescue those foals.”

They raced out of the hut and down the ribbon of less-overgrown ground that marked the path from Zecora’s to Fluttershy’s house. Philomeena used her phoenix fire to light the way forward, for although Luna had not yet had a chance to set the sun, the thick canopy of the forest bathed the path in perpetual twilight.

After a few minutes, Twilight started to feel her earlier exertions against the changelings and the timberwolves getting to her. She slowed down to a walk, wishing that she had taken a longer rest. But she couldn’t go back now: they were almost there. In front of them lay the entrance of the Everfree Forest, an inviting pinprick of light that quickly grew larger as they approached. The late afternoon sunlight filtering through the thinning tree cover was soon bright enough that Twilight no longer needed Philomeena’s light to see the path in front of her.

Steps from the entrance, however, something large and black reared up in front of them, two or three times as tall as a pony, blocking out the light and their exit. The creature growled, sleepily at first, then menacingly as it noticed Twilight’s presence.

Twilight groaned internally. Of course the forest had waited until they were literally in sight of freedom before confronting them. Even counting all the times she had taken the brief trip to Zecora’s, there were only a few instances in Twilight’s memory when she had entered the Everfree Forest without running into some kind of danger. She had even been turned into stone by a cockatrice no more than half a mile from Fluttershy’s front door. Why should this time be any different?

She shuffled left and right, trying to get a clear look behind the creature’s hairy body at the sunlit meadows beyond. If she could get past whatever this was, she could make a break for safety. She poured magic into her horn, preparing a teleportation spell, only for the spark to fizzle out pitifully. Her magic still hadn’t recovered from earlier! She tried again, with the same result.

“Oh dear,” she said meekly. Her eyes traveled up… and up… and up the towering creature that loomed over her. It roared.

Author's Note:

I made some cover art for Act 2; I wish there was a way on Fimfiction to have different art for each act or chapter without splitting them into different stories.

Comments ( 12 )

An update! I was going to study, but suddenly my priorities have shifted!

inb4 Harry the bear

Good to see this update again!

One nitpick: In the last couple chapters, you should change "Philomeena" to "Philomena". It's pronounced the same and is the proper spelling of her name.

These ponies really need to come up with some way of checking whether ponies are changelings or not... assuming they manage to get out of this, at least... Hopefully Twilight or Spike will be able to help them get out of this, because things aren't looking that good at the moment...

Looking forward to more!

5239103 I had to look that up to make sure. I would have been using the proper spelling before this, but when I started writing this fic all the official sources were using the spelling "Philomeena". It looks like they've corrected that now, as of the trading card game, so you are right, I should fix that.

Black and hairy, eh? Hopefully it's just Harry the Bear, grumpy because Fluttershy's missing.

A very well-written story, I really enjoyed reading it so far.

gotta add cover image source.....

*Finally decides to brave dA's infinitely refreshing ads that eat up memory and crashes Windows to get caught up on Hivemind*

*Reads chapter 6, sees that it is now on FimFiction*

Ffffff... :twilightangry2: Why didn't Equestria Daily TELL ME it was here?!?!?!?

*Closes dA, Favs and Bookmarks here, and dives right into chapter 7*

Oh, and Cadence is 1/16 Changeling or something. Calling it now. :trollestia::derpytongue2:

About 140 percent of them may be changelings.

Me thinks the Bohrok Swarms and Axonn may be useful, bohrok because of the numbers and Axonn because of the Kanohi Rhode aka Mask of Truth.

5239910
*in caveman voice* You write. update story. *proceeds to make ape noises*

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