• Published 21st Oct 2012
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A Wolf in Sheep's Clothing - Dee Pad

Can a changeling truly renounce his identity and find happiness amongst those he was taught to hate?

  • ...

Chapter 10: Interchange

A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 10: Interchange


The air in the Changeling Kingdom felt even more bitter than usual lately. Perhaps it was because he had become accustomed to sleeping in a real bed with warm sheets or maybe he was just so used to having a coat of insulating fur. Or maybe it was because he lay alone with nopony to hold anymore.

Shade opened his eyes from his restless slumber. The depressed changeling turned his head, only to confirm what he already knew: he was alone. Even if it had only been a few days, he had grown to enjoy waking up with another pony’s hooves wrapped around him. But on only one of those days was it actually who he thought it was.

How could this have happened? Things were going so well and one slip of the tongue brought everything to ruin. If he hadn’t lashed out at Chamella like that, then things wouldn’t have had to change, everything could go back to normal. But he did, and they didn’t. It wasn’t even the things that he had worked so hard to achieve that he lamented. It was one thing and one thing only that made him the wreck he was right now:


How cruel fate could be, to strip a reformed changeling of the one thing he truly loved. He missed her sweet, angelic voice, her beautiful, amber eyes, the warmth and softness of her ivory coat. And now, the last memory he had of her was her yelling at him, calling him a liar, disgusting...

...a monster.

For the first time in his life, Shade had wept. He had never known the feeling of wet tears streaming down his face, but now his mind was intent on burning that feeling into him. His tears flowed near endlessly ever since Winter disappeared from the cave, only stopping when his sorrow forced him to sleep and replay the scene again and again in his dreams. His subconscious was starting to sound like Guise...

----- ----- -----

“Hate to say I told you so.”

The smug, crimson-maned changeling looked down on his weeping friend, having no intention of trying to cheer him up.

“Go to Tartarus, Guise,” Shade croaked weakly.

“Look, I’m just saying that, if you had listened to me in the first place, none of this would have happened,” Guise pointed out. “You’d still be here, oblivious to the comforts of a pony’s life.”

“You say that like it’s a good thing.” The venom in Shade’s voice didn’t seem to phase the gloating changeling.

“Of course it’s a good thing. From the very beginning, you were setting yourself up higher and higher only to be knocked straight back down. You went too high, Shade, and as a result, your plummet was a rather long and painful one. You brought this on yourself you know.”

Shade bore his fangs to Guise. “This is all your fault!”

Guise didn’t even flinch. “And how do you figure that?”

“If you hadn’t told Chamella where I was, she wouldn’t have come looking for me! I’d still be in Ponyville, where I found friends, a home...love...” Shade dropped his head back onto his cold mattress of dead leaves. He didn’t have the energy or will to be angry right now.

Guise rolled his ruby eyes. “You know, if you were looking for love, you didn’t have to go live with the ponies. You could have just stayed here.”

That is not love,” Shade grunted. “I’m talking about having somepony next to you when you wake up in the morning, somepony who’ll hold you and that you can hold when you need to lift your spirits.”

“Yeah, what did you think I was talking about?”

Shade narrowed his eyes. “What?”

Guise noticed the look of confusion on Shade’s face. “So...you actually don’t know? Wow, how thick are you?”

“What are you talking about?”

“Tell me, Shade, did Chamella inform you as to why she went to find you?”

The navy-maned changeling raised an eyebrow. “She said she wanted to see me again.”

“Right. So, if she only wanted see you again, why’d she go through the trouble of kidnapping Winter and taking her place, hmm?”

Guise’s question floated around in Shade’s head. His eyes widened when he finally connected the dots that Guise had laid out for him.

“Wait a minute. So, you’re saying...”

“I can’t believe it took you this long to figure it out,” Guise said, shaking his head. “Yes, Chamella’s in love with you, though I’ll never understand why.”

Shade had to wrap his brain around this newly revealed information. The thought had never occurred to him before. He had always seen Chamella as a little sister, he never thought about her in that way before. But now that he thought about it, it really did make sense. How long has she felt this way towards him?

“So, you see? Just forget about that pegasus and go find Chamella. She’ll give you all the love you could ever want.”

Shade glared at Guise. “But I don’t love Chamella, not that way. I love Winter.”

“You’re never going to get it through that thick skull of yours, are you? Well, let me enlighten you.” Guise’s smug grin faded instantly and he bellowed at Shade. “You. Are. A. Changeling! How many times do I have to repeat that for you!? We were never meant to live with them! Let go of your stupid fantasies about ‘love’ and ‘friendship!’ We are the predators and they are our prey, that’s the way it’s always going to be!”

“It doesn’t have to be that way!” Shade shot back, his voice hoarse. “I’ve proven that changelings can better themselves, that they can be normal enough to coexist with them.”

“Do you even remember what you’ve been doing for the past month?” Guise stood in the path of Shade’s silent glare as he awaited an answer. “I’ll tell you: you’ve been perpetrating a ruse. Sure, maybe you’ve changed, but do they know that? No, they thought you were a normal pony because you disguised yourself as one. By the way, I thought the original plan was to act as an ambassador for the changelings and convince them that we weren’t all bad. What happened to that, huh? Oh, I know, you realized that all they would see is a horrible, blood-sucking monster, just like I said they would! Was I right, Shade?”

Shade’s mind once again played back Winter’s reaction in his memories like a broken record. He lost the will to argue with him.

“See? You should have listened to me, it would have saved you the heartbreak. No matter what you do, no matter what you say, we’re always just going to be parasites to them.”

----- ----- -----

Guise was right. Winter, the mare he loved with all his heart, thought of him as nothing more than a freakish monster when she found out. Even when he recounted their most precious memories, she still refused to accept him. He had foolishly thought that his bond with her was strong enough that she could look past that, not realizing that his lie would leave the foundation of his new life a splintered mess.

So what now? He could never go back. The past month of his life was completely and utterly pointless. The only difference in his life now to how it used to be is the knowledge of what he could have had. The only thing he could do was wait until Chrysalis came up with her new plan. But when the time came, would he be able to go through with it?

Shade heard a tiny squeak from nearby. Turning his head, he caught sight of a small mouse wandering curiously into his shelter, sniffing around looking for food scraps. Shade watched the miniscule creature as it poked around. It wasn’t afraid of him. It was either because it could sense his lack of will and didn’t deem him dangerous or it was just stupid.

The mouse made the unwise decision to get a little too close to the depressed changeling. Shade slapped a hoof onto the rodent’s long, pink tail. The critter struggled to escape, but to no avail. Surrounding the mouse’s tail with his green aura, he lifted it from the ground and dangled it in front of his face. The poor animal flailed about in a desperate attempt to free itself.

The scene seemed vaguely familiar to him. Yes, the moth. He had done the same thing when he had felt his cravings rising within him. Even his stomach hadn’t forgotten to remind him of what he was, no matter how much he wanted to forget. Back then, he had suppressed his urges successfully. He showed mercy to what could have been an easy meal. That right there was proof that he could be better than other changelings. No changeling would willingly give up food like that.

Shade glared daggers at the rodent as if it were the cause of all this turmoil. He was a changeling. He felt anger boiling inside him. Hatred. Loathing. The same feelings that changelings normally felt for ponies.

Then, his cravings.

Shade lunged forward, mouth agape, and chomped down onto the mouse’s spine with a sickening snap. His long fangs pierced the soft hide of the critter and the taste of blood coated his tongue for the first time in over a month. Bloodlust. It was a sensation he had forgotten. The feeling of warm blood and flesh from freshly killed prey sliding down his throat and filling his stomach was something he had longed to experience once more.

After one mouthful, he let the carcass fall from his teeth. It tasted...good. So then why did he feel sick all of a sudden? His stomach was trying to reject the meal as if it were inedible or as if his body didn’t want to process it. Shade stood up and stepped outside, dashing towards a nearby bush. He felt the slab of flesh he had swallowed make it’s way back up and expelled it onto the ground in a putrid, bloody puddle. He couldn’t stomach it anymore. His body could no longer tolerate meat. Or perhaps the sheer thought of eating it was what made him sick. He still had the mindset of a pony. It wasn’t that he didn’t want to eat meat, it’s that he couldn’t. He had spent so long trying to convince himself that he wasn’t a changeling anymore that his body was starting to believe it.

But what did this mean for his future? How could he live like this? He couldn’t survive here if he couldn’t eat meat. The only other option was rotten fruit and that would only result in sickness too.

Shade collapsed back onto his pile of dried leaves, kicking the mouse’s corpse out the door for some other changeling to devour. He really had lost everything, even food. The past month had been nothing but one long fuse leading to his inevitable self-destruction. The way things were going, his heartbreak might actually kill him.

And he would die alone, without even the one true friend he used to have. Chamella tried to talk to him, but he just ignored her. He didn’t even consider how horrible she must be feeling about all of this. If he could go back, what would he do differently? Would he not yell at Chamella so he could at least have someone he could confide in and maybe even love? Would he send Chamella home and save Winter by himself so he wouldn’t have to reveal his secret? Would he have not chosen to disguise himself in the first place like he had originally planned? All of these scenarios had unavoidable consequences, but in the end it didn’t matter anyway. He chose the worst path, the path that left him friendless, loveless and alone.

It was time to give up.

“Hey, check it out. Some idiot left a half-eaten mouse out here!”

With nothing else to do but await his inevitable starvation, Shade watched a changeling swoop down and scoop up the dead rodent in his mouth. It was rare to see a changeling happy, but this individual was certainly pleased to taste the flesh that made Shade sick to his stomach.

“Come on, you got the last one! It’s my turn!” Another changeling--a female--landed next to the first.

“Tough luck,” said the first with a mouthful of mouse. “Finders keepers.”

“Ugh, you’re such a jerk. I haven’t had any meat in ages.”

“Sorry, I’d share, but this thing’s pretty small. Neither of us would get much out of it.”

The female sat down and sighed in defeat. “You know what I could really go for right now? A nice, fat, juicy pony. You know? One of those ones that stuff themselves with all those sugary things we saw in Canterlot.” She licked her lips as she fantasized.

The male swallowed his last bite of mouse, dropping what remained to the ground. “You know those ones are just pure fat, right? No nutrients whatsoever.”

“What do I care? It’d be reeeeal tasty though,” she giggled.

“Can’t argue with that,” the male agreed. “It’s too bad we couldn’t have been around the eastern woods the other day.”

The female tilted her head. “The eastern woods? Why’s that?”

“You didn’t hear? Apparently, someone found a pony wandering around.”

Shade’s head shot up, now listening intently to their conversation.

“Really? Aw, man. I would totally have been in on that.”

“Eh, it wouldn’t matter anyway. Queen Chrysalis’s guards took it away to feed the latest batch of hatchlings. Lucky larvae.”

The female had a hopeful look in her eye. “Please tell me it wasn’t a plump one. At least that way I won’t feel quite as let down.”

“Well, you’re in luck there. From what I heard, it was a rather lithe mare. A pegasus actually. Kinda sucks though. Pegasus wings are delicious.”

A pegasus mare? It couldn’t be...

Shade didn’t waste another second. He darted from his shelter and took to the air, making a beeline straight for the changeling nurseries.

***** ***** *****

The catacombs of the changeling hive were known to disorient even it’s own inhabitants. Hundreds upon hundreds of chambers hollowed out from the inside of the mountains were the locations of many changeling rituals: breeding grounds, the ruler’s throne room, nurseries, and many other special sites. It was the latter that Shade was searching for. The problem was finding which nursery they had brought the pony to. There were literally hundreds of nurseries to search, he could be here for days, weeks even, scouring this place and by that time it may be too late.

It might already be too late.

Shade shook the thought from his head as he made his way through the hive's pitch black corridors. He wasn’t about to lose hope. He had to hold onto that little piece of his mind that told him she was okay. But how could he when he might never find the right chamber? He could easily get lost and find himself just wandering in circles.

A tiny figure flew past him at a brisk pace. Following it’s trajectory, his eyes caught sight of a changeling larva flying erratically throughout the cavern hall. Another set of buzzing wings approached from nearby. Followed by another. And then several more. They were all emerging from a nearby, adjoining hallway. These larvae must have recently hatched.

A feeling of overwhelming dread fell over him. Shade didn’t take a moment to think about it and took off in the direction the spawn were coming from, having to dodge and weave past several more as he made his way down the gradually narrowing corridor.

He slowed to a stop as he reached the point where the tunnel opened out into a much larger chamber. This was the most likely location that Chrysalis’s guards would have brought the pony; a nursery where a new cluster of changelings were just about to hatch and were going to be very hungry.

Shade stood at the precipice of the expansive chamber, overlooking the cavern from a few feet off the ground. His eyes scanned the room fervently. At least three dozen changeling spawn still remained flying about aimlessly or fighting one another for reasons that Shade didn’t really care about at the moment. The floor was covered in splotches of goop that had fallen from the egg sacs affixed to the ceiling, though they had had some time to dry up. Also littering the floor were many bones stripped of flesh. The sight made Shade swallow nervously. He deeply hoped these bones weren't fresh. Amongst all of the things he could see, he couldn’t spot the one thing he was looking for.

A small glint caught his eye. A shimmering object in the middle of the room was being lit up slightly by the glowing, blue eyes of a curious hatchling, who was poking at it with a hoof. Shade hopped down and approached the little larva. Upon seeing the larger changeling it immediately flew away, leaving the object in question where it lay.

Shade felt his chest tighten and eyes become moist.


He reached down and lifted the item by its silver chain. He watched silently as the dirtied gem slowly twisted as it dangled.

Her necklace. She was here.

All hope he had had that he would see her again was crushed. She had come to the Changeling Kingdom, for what reason, he had no idea. He could only assume that he had something to do with it. Did she want to talk to him? It didn’t seem likely that she would come this far just to yell at him some more, so maybe she just wanted to get the whole story, give him a second chance.

Shade let a tear drop onto the cold, stone floor. It didn’t matter why she came. It was too late now anyway. She was gone, left to be lunch for these mindless, bloodthirsty hatchlings. He fell back onto his haunches, gripping the necklace tightly to his chest, and wept silently.

Several newborns, hearing his quiet sobbing, gathered around him and observed the odd display. One hatchling stepped towards him and sniffed the chain dangling from Shade’s hoof before batting at it with its own. He watched quizzically as the little changeling tried to get a bead on the trinket’s scent.


Shade sniffed the air. Winter had been here two days ago. He expected to still be able to pick up the familiar, repulsive odor of blood and decay, but there was none. His nose picked up no evidence of blood at all. All the bones lying around were dry and had been there for ages, probably the leftovers from the last batch that hatched in this chamber. A small flicker of hope burned in his mind.

She’s alive.

Shade stood up abruptly, startling the surrounding newborns into flying away. He followed suit, flitting his wings and rushing out of the caves.

He couldn’t be one hundred percent sure, but he felt Winter was alive. Somehow she managed to escape, although the possibility that she had gotten lost in the catacombs was also very high. But, on the off chance that she did get out, he needed to find any clues he could as to her whereabouts.

Shade buzzed from village to village in the forests of the Changeling Kingdom, asking every changeling that he came across if they’d seen her. Disappointingly, most reported that they hadn’t. With each new changeling he asked, his hope and his will to continue diminished. Certainly, if a pony had been trying to escape from the Changeling Kingdom, someone would have seen them. But, as that didn’t seem to be the case, he was starting to realize that he was on a wild goose chase. Finally, after asking what must have been more than two hundred changelings, he gave up.

Shade collapsed onto his bed of leaves. He held the necklace in front of his green eyes one last time. If anything good had come of this, it was that he had something to remember her by, an item that represented what she once felt for him and what he continued to feel for her. A symbol of their love. He closed his eyes, resigning himself to his lonesome fate once more.


The meek voice of his traitorous friend caused the bile to rise in his gut. Just hearing her voice was enough to anger him. But, in contrast to how he had been treating her since returning, he decided to acknowledge her presence.

“What do want, Chamella?” he asked in a low, icy tone.

Chamella turned away, afraid to look him in the eye after what she did. “I was just wondering what you were doing here. I thought you left.”

Shade raised an eyebrow. “Why would you think that? Where would I go now?”

“Well, uh...back to Ponyville?” she replied, unsure of herself.

He glared at her through narrowed eyes. “I can never go back, Chamella, you know that.”

The purple-maned changeling flinched at his accusatory tone. “But I thought I saw you leave the other day.”

“Well, you obviously didn’t. It must have been some other changeling.”

“But it wasn’t a changeling I saw.”

Shade gave her a puzzled look. “What’s that supposed to mean?”

“It was you. Er, the pony you. With the white coat and blue mane.”

“What?” Shade stood up, now completely confused. “But that can’t be possible. I haven’t changed back since I got here.”

“That’s what I saw. You were running away with that pegasus, Winter.”

Shade’s eyes shot wide open. “Winter?! She’s alive?!”

Shade’s outburst and sudden shift in attitude forced Chamella to step back. “Y-Yeah. She escaped with you--er, the other you--um...the other day.” She was clearly more confused about this than even he was.

“But this doesn’t make any sense,” Shade said shaking his head. “How could you have seen me escaping with Winter when I’m right here?”

Chamella simply shrugged her shoulders. “I don’t know. All I know is that I saw it.”

Shade mulled over the predicament. “This shouldn’t be possible, but it is. Why? The only ones who even know what I looked liked are you and me and...”

His eyes widened in realization before narrowing in a hard glare at nothing in particular. He grit his teeth and growled in rage.


“What?! You don’t really think he...”

“There’s no other explanation. I don’t know what that idiot thinks he’s doing, but whatever it is, I’m not going to stand for it. Winter might be in danger.”

Shade stepped outside, a newfound sense of determination coursing through him. He looked at Winter’s necklace once more before draping it around his own neck.

“You’re going after him?” Chamella asked concernedly.

“I have to. She came out here to find me. I saw how she reacted when she first found out I was a changeling, but I can’t imagine how she’ll react when she finds out that she’s not with the real me anymore. She might never trust her own judgment again.”

“I want to help.” She stepped forward confidently, showing a determinism that not even she knew existed. “This is all my fault and I want to make it up to you.”

Shade turned to her. His eyes retained a hint of anger as he looked at her. “No. You’re staying here.”

Chamella felt his words jab at her. He still hadn’t forgiven her, but she didn’t blame him and she wasn’t going to further jeopardize their already frail relationship by arguing with him.

“Okay,” she submitted. “Good luck, Shade.”

Setting his fierce, determined gaze forward again, Shade took off. He wasn’t going to take the roundabout path to Ponyville this time. Time was of the essence. Winter’s life may very well have been on the line. And he needed to have a few words with Guise as well.

Chamella continued to watch until Shade's form had been completely obscured by the forest's canopy. She felt a twinge of guilt as she stepped in the direction he had took off in.

"I'm sorry, Shade, but I don't want to lose you again. You've done nothing but protect me my entire life. I just want to return the favor."

Her wings buzzed and lifted her into the air, making a path through the trees and out of the forest.

***** ***** *****

Shade had only been away from Ponyville for a few days, but it felt like ages. He could see all the ponies he once knew and had befriended going about their daily lives. Derpy was delivering mail, Carrot Top was selling her vegetables, the Cutie Mark Crusaders were up to their usual antics. It was amazing to him that they could be so complacent when there was a changeling in their midst. A changeling with no doubt malicious intent.

And no matter how much he wanted to, he couldn’t just waltz into town. As far as everypony knew, he was already present. To disguise himself and enter anyway might raise suspicion from somepony who had seen him--or rather, Guise--recently. He had no choice but to wait in the shadows. The sun was going down anyway, it would be easier to traverse the town under the cover of darkness.

Shade sat in a secluded alleyway, hiding behind a veil of shadow, but keeping an eye on the nearby street for Winter or his doppelganger. Even if he did see one of them, there wasn’t much he could do right now, it would only confirm that they were here. He couldn’t approach Winter or Guise yet; if somepony ended up spotting him, it would no doubt cause a panic. Shade lay down as he waited for the curtain of velvet twilight to cover the sky, keeping one eye on the entrance of the alley. He felt like a stray cat waiting for somepony to come by showing pity and share some food scraps with him.

His eyes were about to drift shut, but a voice caught his ear. The melodic voice of an angel. He snapped to attention and peered out of the alley. Sure enough, there she was. Winter was walking alongside Rainbow Dash, chatting casually. It was odd to see them talking outside of work, but they were too far away for him to eavesdrop on their conversation. Whatever they were talking about, it must be something of concern; Winter looked a little worried about something. Did she suspect Guise maybe? Was his imitation flawed somehow?

He had to know what they were saying. Careful to make sure they were out of earshot, Shade buzzed up to the roof of one of the buildings he sat between. He stealthily crawled to the edge, hoping nopony would spot him. A random pegasus flying overhead could easily point him out, but it was a risk he was willing to take. Winter and Rainbow Dash came closer, their voices becoming clearer.

“Maybe he wants to make sure he doesn’t lose you again,” the rainbow-maned mare said. It was obvious from that one sentence that they were talking about Guise--or him as far as they knew.

“I don’t see why he’d be worried about that, not after the things we said to each other.”

What things? What did Guise say?

“What happened between you two anyway? You were really vague on the details,” Rainbow Dash said, pursuing the topic of their near breakup.

“I-It’s...private. I’m sorry, I really can’t tell you.”

So she hasn’t said anything about me being a changeling. Shade couldn’t help but smile. Knowing that meant she was willing to overlook it. She really did love him back.

Something must have happened to make him act like this,” the cyan pegasus inferred. “He never used to be so...uh, I‘m gonna go with ‘aggressive.'”

Aggressive? What have you been doing, Guise? Shade grit his teeth. That better not mean what I think it means.

“I know. He’s never been bossy with his customers before and he’s been shirking Twilight’s lessons. He’s not acting like himself.” Winter hung her head. “Maybe I should talk to him. He might still be troubled by this whole thing.”

Rainbow Dash agreed. “You’d better. If this keeps up, who knows how long it’ll be until he turns on you?”

Winter shuddered at the thought. “I really hope it doesn’t come to that. I’m sure he’ll be honest about what’s going on. I trust him.”

She trusts him. Shade had never felt more in love with her, yet more worried about her, in all the time he’s known her. How ironic that she would trust him now when now is the worst time to trust him.

He had to do something. He couldn’t just approach Winter, he might freak her out. His only option was to track down Guise and get some answers. Shade crawled away from the building’s edge and quietly flitted to the ground behind the house. Flying to Winter’s place wasn’t a smart idea, he’d have to hoof it.

He had to hurry. Winter was on her way home and he had to catch Guise before she got there. Traversing Ponyville without being seen, even at this hour, would prove a difficult task. He would have to remain outside the town proper and make a wide beat around to get there safely. Once he was as close to Winter’s house as he could get, he snuck his way through, occasionally shifting to a pony form to quickly cross a street or two. Luckily, he seemed to receive no suspicious looks.

Shade carefully crept up to the back door. He attempted to turn the knob.

Great. The one time Winter remembers to lock the doors.

He didn’t want to do it, but at this juncture he had no choice. Past experience reminded him that lockpicking was actually rather effortless with the use of magic. Shade focused his aura on the lock. He could feel the outline of the mechanism in his mind’s eye. A turn here, a twist there and...

Done. When all this is over, Winter’s getting those magic-proof locks.

Shade stepped inside cautiously. He heard no voices, so he assumed that he made it there before Winter had. It was nice to be home again, but his comfort was outweighed by his anxiety and anger. He needed to find Guise.

Hoofsteps echoed from upstairs and casually made their way down. Shade eyed the staircase, standing at the ready to bolt out the door should it happen to be Winter. A pair of white hooves came into view, followed by another pair. And a blue mane. Shade stood his ground. He wasn’t running away.

The impersonator leisurely trotted into the kitchen before spotting the intruder standing there glaring daggers at him. The unicorn seemed flustered.

“W-Who are you? Are you a ch-changeling? W-What do you want from me?”

“Drop the act,” Shade growled. “I know it’s you, Guise.”

The fearful look on the unicorn’s face was quickly replaced by an amused smirk. “Can’t pull the wool over your eyes, eh buddy?”

Shade narrowed his eyes. “Don’t ‘buddy’ me. What in Celestia’s name do you think you’re doing?”

Guise was about to open his mouth when they both heard a click from the adjacent room. “Shade? I’m home.”

Guise turned back to Shade with a satisfied grin. “Sorry, I’d like to entertain company, but my ‘girlfriend’ and I have plans. So, if you’d kindly show yourself out, I’d much appreciate it.”

“I want answers, Guise,” Shade threatened as quietly as possible.

“Yeah, I guess you deserve an explanation,” the imposter admitted. “But not now, not here. The Everfree Forest. Meet me there in an hour and I’ll give you all the answers you want.”

Shade was hesitant to trust him. He had backstabbed him and stolen his girlfriend. How did he know that Guise wouldn’t just up and leave or draw attention to the fact that there was a changeling around? But he didn’t have a choice. Winter was here and he wasn’t ready to confront her. Not yet.

Reluctantly, Shade turned and left, closing the door behind him. He would wait for Guise. He needed an explanation for all of this.

“Who was that?” Winter asked the pony she thought was Shade, having heard the back door shut.

“Just Derpy. She wanted to make sure she didn’t skip our house this morning on her mail run. Now, I know it’s only the early hours of the night, but why don’t we get some sleep?”

“Yeah? I don’t know, I could go for a few more hours. How about you?” She seductively snuggled up to him.

From outside, Shade could hear every word.

If you try anything with her, Guise, I’ll show you aggressive.

***** ***** *****

The hour had passed and Guise still hadn’t shown up. Shade had been waiting for him in a clearing near the entrance to the Everfree Forest, impatiently tapping a hoof on the ground the whole time.

That jerk. I knew this was a trick. I shouldn’t have listened to him. I should have just torn into him right then and there and showed Winter the truth.

Shade spread his translucent wings and prepared to leap into the air.

“Leaving already? I just got here. Some host you are.”

Upon hearing Guise’s voice, Shade flattened his wings against his back. Guise was casually cantering into the clearing with a cocky grin on his fabricated face. And trailing behind him was a red-maned pegasus.

Shade prepared to run and hide. He didn’t want Winter to see him yet, why would he bring her here?

“Hey, relax. She’s not gonna bite.” Guise glanced back at Winter. Her eyes were half-lidded and her face expressionless as if all emotion had be removed from her being. Her normally amber eyes were replaced by a dull, glowing green.

“You...You brainwashed her?!” Shade spat.

The imposter chuckled. “Of course I did, it’s what we do.”

Shade growled behind clenched teeth. He was so sick of Guise telling him what a changeling was ‘supposed’ to do. “Let. Her. Go.”

“Come on, even you should know I’m not gonna do that,” Guise stated.

“Why did you bring her here? This is between you and me.”

“What, and give up my trump card? I’m not an idiot, Shade. Bringing her with me is my insurance in case you try something stupid.”

Shade had hoped to deal with this without getting Winter involved. As long as she was under Guise’s control though, Shade could do nothing without putting her at risk. But it was time to get the answers he came here for.

“Why are you doing this, Guise? Why impersonate me? Why do something like this to her?” Shade tried to keep a cool head, but the more thought about it, the more his anger seethed. And Guise’s smug grin was only adding fuel to the fire.

“Why? Why else? For power,” Guise answered.

The disguised changeling lit his horn with a green aura causing a swath of flames to envelope his body. He intended to talk to Shade changeling to changeling.

“That’s it?” Shade responded with confusion and frustration. “Power? You did this just to draw from somepony’s love? You could have done that to anypony, why Winter?! I thought you were supposed to be my friend!”

“Heh heh. I’m gonna let you in a little secret, Shade. Changelings don’t have friends, they have opportunities, means to an end.”

“What’s that supposed to mean?”

“Let me start at the beginning,” Guise sighed. He took a deep breath before continuing. “I’ve told you on many occasions that changelings are greedy and deceptive creatures by nature. As such, it is in their nature to betray even those close to them if it means gaining something they desire. When I came to see you a while ago, I saw how good you had it.” The smile on Guise’s face faded into complete seriousness and loathing. “Did you think you were better than us? Why should you be happy when the rest of us are left to suffer?! You, as a changeling, should be forced to endure the same hardships that we have to!”

Shade narrowed his eyes. Everything finally made sense. “You did it on purpose?!

“Now you’re catching on,” Guise laughed. “Yeah, that’s right, I told Chamella where you were because I knew she would go looking for you. I honestly didn’t think she would go so far as to kidnap your girlfriend, but it’s funny how things work out. You two have a falling out and you return home, just like I planned. But wait, it gets better. While I had originally planned to simply make sure you were miserable like the rest of us, your emotional breakup made Winter decide to come looking for you in order to apologize. She was willing to brave the dangers of the Changeling Kingdom just to see you. Now that’s true love. And such devotion would make for a great source of power, wouldn’t you agree?”

“You...You monster!” Shade snapped.

Guise rolled his eyes. “There you go, being a hypocrite again. But I‘m not going to try and convince you that we’re the same; you’re too stubborn to accept that, I’d just be wasting my breath.”

“I’m going to tell you one more time, Guise,” Shade hissed. “Let. Winter. Go!”

The spiky-maned changeling let out an exasperated sigh. “See, you’re in no position to be telling me what to do. It’s only been a few days, but I’ve absorbed enough of her love now to turn you to dust.”

“You’re bluffing.”

“Am I?”

Guise ignited his horn with a vivid flash of green. A nearby tree was soon enveloped in the same aura and its bark and roots began to crack and groan. With little effort, Guise tore the tree from the ground, leaving a gaping hole in the soil where it had been anchored and brandishing the plant like a blade and pointing it at Shade.

“See? It may not be as much as Chrysalis had obtained from that guard captain, but even he bestowed her with enough love to overpower Princess Celestia in just a couple of days.” Guise tossed the tree towards Shade. He managed to duck in time to avoid it cracking his skull open, allowing it to crash and roll harmlessly behind him. ”Give me a few days or, even better, weeks and I’ll be the most powerful creature in Equestria!”

“What do you even want with that kind of power anyway?”

“Do you remember what you said the day you left, Shade? About how Chrysalis was an incompetent leader?”

Shade’s eyes widened. “You can’t be serious...”

Guise cast out a menacing cackle. “Ha ha ha ha! That’s right! Once I have enough power, I plan to usurp Chrysalis and take her place as King of the Changelings! Under my leadership, the hive will overthrow Celestia, I’ll take her throne and the changelings will rule Equestria! And my first order of business will be to make those ponies suffer in poverty as they forced us to for centuries.”

“You’re insane.”

Guise simply chuckled. “Absolute power corrupts absolutely, as they say. And I say let it corrupt.”

Shade stared at his former friend defiantly. “It doesn’t have to be this way, Guise. There are other ways to find happiness other than to push around those who’ve oppressed you.”

“Are you still going on about all that ‘peace and harmony’ crap? ‘Forgive and forget,’ is that what you’re preaching? I already told you, changelings don’t have friends, they have opportunities or, if you really do think you have friends, then you have liabilities, which is exactly what Chamella was to you, right?”

Shade didn’t respond. He couldn’t disagree entirely. This whole mess wouldn’t have happened if it weren’t for Chamella.

“You had a friend and she ended up ruining your happiness. You even considered me a friend and look where that got you.” Guise was grinning triumphantly. Shade wanted to smack the cocky smile right off his face. “Aren’t you starting to think, even a little bit, that you’d just have been better off without friends?”

“I’m not going to let you get away with this, Guise,” Shade threatened, ignoring his question.

“And you’re going to stop me? Go ahead, try it, see what happens.” He glanced at the entranced pegasus behind him.

Shade remained steadfast. “You’re threatening Winter? Well, what are you waiting for? Do whatever it is you want to do,” he goaded.

Guise raised an eyebrow. “You don’t think I will?”

It was Shade’s turn to smirk. “And risk killing your battery? Not likely. After all the trouble you went through to get her, I highly doubt you’d want to hurt her.”

The red-eyed changeling let out a deep laugh. “Oh, there are so many other things I could do to her that don’t involve putting her life at risk.”

Shade glared at him icily. “You wouldn’t dare.”

Guise smirked victoriously. “Try me.”

Shade had no choice but to back down. The mere thought of Guise’s threat turned his stomach and made his anger boil.

“It doesn’t matter anyway, you wouldn’t stand a chance against me as I am now. You’ve been stewing in your own self-pity for the past couple of days letting the power you had gained from her go to waste. By now, you’ve probably got close to nothing left. Or had you not even realized that you had that power?”

Guise had a point. He had to admit that he did feel stronger and more energetic when he was with Winter. He had attributed it to her charisma rubbing off on him, it didn’t even occur to him that it was because he was a changeling drawing off of her love. He never wanted that power, but maybe he could use it. He steeled himself and faced down Guise.

“How can you know I don’t have enough left to challenge you? I did have almost a month’s worth built up, you’ve only had two days.”

Guise chuckled. “Fine. If you think you have what it takes, go right ahead.”

Now was his chance. Guise was leaving himself open to take whatever Shade could throw at him. He focused energy into his horn. Twilight demonstrated this to me. Just concentrate my magic into a ball and release it. A burst of energy shot forth from his curved horn and careened straight for Guise, exploding into a cloud of smoke. As the dust settled, a green glow emanated from the impact site. Guise stood behind a barrier, completely unfazed and unamused. He retaliated with his own magical projectile with twice the size and three times the speed. Shade barely managed to get a barrier up himself, but it wasn’t enough to stop the blast. The burst shattered his shield and didn’t even slow down. The resulting blast sent Shade flying backwards, slamming hard into a tree and collapsing to the ground.

Guise walked over to his defeated opponent. He spoke without any semblance of amusement. “Like I said, friends are a liability, so, by all rights, I should just kill you right now.”

Shade attempted to stand. Pain shot through his body, causing him to slump back down to the ground.

“But I won’t. Partly because I feel sorry for you and partly because we go back a long way. Maybe at some point I really did consider you my friend, but that was always meant to change. It’s in a changeling’s nature to betray after all. Now, go home, Shade. Maybe when I take over as king, we can put all this ugliness behind us.” Guise leaned downed to stare Shade straight in the eyes. “But if see your face around here before then, I will kill you, understand?”

Shade made no reply. He grit his teeth and glared furiously at Guise. The red-eyed changeling turned his back to Shade and headed back toward Ponyville. Winter stood there for a moment, staring at the fallen changeling emotionlessly. He couldn’t see her. He couldn’t see the mare he loved anywhere within those soulless, green eyes. She was just like all the other changelings now: a puppet with no purpose other than to serve a master. He couldn’t let her live like that. He had to do something. Winter turned to follow Guise out of the forest, leaving Shade all alone.

He finally managed to right himself up by his sheer determination and devotion to the pony he loved. He wasn’t about to let Guise use her like this, but what could he do? Guise was too powerful now, he didn’t stand a chance against him head on. He needed a plan and there was only one pony he could think of who could or would help him.

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