• 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?

  • ...

Bonus Chapter 5 - Imitation

A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 5: Imitation


As Equestria inched into the very end of October, the final changes to the landscape scenery had been applied. Not one green leaf remained on the trees surrounding Ponyville and by seven o' clock the sky was already dark, illuminated only by the otherworldly glow of the pale, white moon. Autumn was is full swing and winter was just around the corner. That didn't stop the small, rural town from bustling with activity though. On this late-October evening, Ponyville was particularly boisterous, which was unusual for this hour.

A long yawn swept throughout the living room of the home of Ponyville's premiere inter-species couple. Shade stretched as he lay on the couch, rolling over onto his side and becoming motionless once more. It wasn't often Shade would lounge around the house doing nothing, but he had the day off from work and it just felt like one of those lazy days. There were never lazy days back home for the changelings, what with every waking hour being occupied with scavenging for food or making slapdash repairs to the ramshackle structures they called shelters. Shade had had reservations about wasting the day away at home, but once he got a taste of the fabled "afternoon nap," the hours just seemed to while themselves away. He didn't even lift an eyelid when Winter had come home from work. But after everything he'd been through in his life, did he not earn the chance for a little rest and relaxation? That's what he had told himself.

However, Shade's nap was rudely interrupted by a rapid knocking on the front door. At first, he elected to simply ignore it and let Winter answer it; he had a good thing going right now, why compromise it? But that notion was shot down when his beloved called down from the second floor informing him that she was busy, thus leaving the task to fall on him. With a lazy groan, Shade begrudgingly rolled off the couch, barely managing to land on his hooves properly and stand up for the first time in a few hours. The slumberous changeling shuffled slowly to the door. A second bout of impatient knocking didn't seem to make him move any faster. Shade gripped the doorknob to see the face that would be receiving an icy glare for forcing him to get up.

"Nightmare Night! What a fright! Give us something sweet tonight!"

Upon opening the door, Shade was witness to three little fillies singing this bizarre chant. Looking down at the fillies, he had to wonder if perhaps he actually was still asleep and this was just a very lucid dream. They did not appear to be any normal fillies for they were garbed in rather...unusual clothes—if one could even consider it clothing. The earth pony standing in the middle was the only one Shade actually recognized after a moment, wearing a conical, black hat and matching cloak. She was the only one of the three whose face was not obscured or altered in anyway, allowing him to clearly make out the yellow coat and red mane, not to mention her signature pink bow. There was no doubt it was Applejack's sister Apple Bloom.

Apple Bloom's presence made deducing the identity of the two other fillies rather effortless by association. To the earth pony's right stood a unicorn filly whose only discernible features were her pale green eyes, short, white horn, and a few strands of light pink and purple hair. The rest of her body was, oddly enough, wrapped almost completely with toilet paper. Had he not been able to recognize Apple Bloom, he probably wouldn't have recognized Sweetie Belle at all. Finally, standing to Apple Bloom's left, was the third filly, who one could swear was a shrunken Rainbow Dash. Her coat was dyed entirely cyan and her mane and tail were sloppily streaked with the seven colors of the rainbow. She even had a piece of paper with a drawing of Rainbow Dash's cutie mark taped to her flank. Though the disguise wasn't without flaws and somepony could easily see that she had some issues as there were a few patches of orange fur and purple hair visible. Regardless, Scootaloo was the spitting image of a young Rainbow Dash. But what the three of them had in common—aside from all looking a tad ridiculous—was the orange buckets they all carried in their mouths that looked like pumpkins with faces.

Taking into consideration the unusual chant and those bizarre costumes, Shade could only think of one word to vocalize his confusion.


"It's Nightmare Night," Apple Bloom kindly explained, yet at the same time explained nothing.

"Yeah, where's our candy?" an excited Scootaloo asked, holding out her pumpkin-shaped pail.

Shade blinked uncomprehendingly. "I...have no idea what you're going on about. The hay is 'Nightmare Night'?"

The three fillies looked worriedly at one another. "You never heard of Nightmare Night before?" said Sweetie Belle with a note of surprise.

"I'm not from around here, remember? There's still a lot about pony life that I don't know or..." Shade paused and eyed the foals' costumes once more. "...understand."

"Well, ya see," Apple Bloom started, "Nightmare Night is a night that comes once a year when everypony gets all dressed up in costumes and go door to door gettin' candy from people."

A simple explanation, but it begged the question:

"Why?" Shade asked, perplexed.

"'Cuz it's fun!" answered Scootaloo with a big smile.

The conversation was interrupted by Winter's voice calling down from the second floor. "Shade? Who's at the door?"

"It's Sweetie Belle and her friends," he called back.

"Huh. Wasn't expecting anypony so soon," she said more to herself than anypony, though loudly enough for Shade to hear. "Okay, there's candy in the bowl by the door."

Sure enough, Shade spotted the bowl Winter was talking about sitting on a small side table. Apparently she had prepared for this earlier, probably while he was napping. It got him thinking that, were he not being so lazy today, maybe Winter could have explained all of this hullabaloo to him in advance.

Shade hoisted the bowl of candy in front of himself with his magic. "So, I just give you this stuff?"

The three fillies nodded exuberantly and held out their buckets in anticipation. Shade sized up the bowl for a moment, then dumped the whole thing into their bags, dividing it as evenly as he could between them.

Apple Bloom stared at her now almost filled bucket with puzzlement. "Uh, yer only supposed to give us one each."

Scootaloo slapped a hoof over Apple Bloom's mouth to silence her. "Hey! Quiet! It's free candy!" she whispered.

The earth pony pushed the painted hoof away and shook her head. "Nuh uh. We can't take all this, Scootaloo. There won't be any left fer the other kids. 'Taint fair."

The little pegasus groaned in defeat. "Ugh, fine."

The three fillies respectfully emptied their pails back into the bowl. Shade then gave them just one piece of candy each before replacing the bowl back on the table.

"Thank you, Shade," Sweetie Belle said with a cute, grateful smile.

"Yeah, thanks. Come on, girls, we gotta get moving before the other kids get all the good candy and we're stuck with..." Scootaloo shuddered. "...granola bars."

"Alright. Thanks, Mr. Shade! Happy Nightmare Night!" Apple Bloom bid before she and her friends continued on their way to the next house over.

Shade stuck his head out the door and watched the trio as they performed the same ritualistic chant at the next house and received more candy there. The only difference between their visit there and at his own house was not having to explain what this "Nightmare Night" actually was. Even after they told him, he still didn't quite understand. Why would the ponies just have a random holiday where they dressed up and got free candy?

"Oh, are they gone already?" Shade heard Winter ask from behind him. "I was hoping to at least say hello. Oh well."

Shade shut the door and turned to ask Winter for elaboration. "Winter, what exactly—" The changeling suddenly froze in place when he set his eyes upon his girlfriend—or at least, who he thought was his girlfriend.

Much like the three fillies who were just there, Winter too had dressed in costume. However, hers elicited other feelings in Shade than simply confusion. Winter was dressed head to tail in a form-fitting, jet black body suit. The only parts of her body that were still exposed were her mane and tail, her bewitching, amber eyes, her smiling mouth, and several spots of white fur on her legs which were exposed through carefully cut, circular holes in the legs of her suit. Even her wings were buried underneath the black latex, though their outlines were still slightly visible at her sides. In place of them were a pair of sky blue, nylon wings on her back that very closely resembled those of an insect. She even wore a black headband with a curved and pointed, plastic horn affixed to it and a set of fake fangs in her mouth.

Seeing the way Shade was eyeing her outfit, she had to ask his opinion. "What do you think?" she asked bashfully, the slight tinge of pink in her cheeks obscured by the suit.

Shade's mouth was agape and only allowed for incoherent syllables to fall out in a mess. The blush on his face would have burned through any fabric. He finally managed to clumsily piece a proper sentence together. "W-What are you wearing?!"

"Do you like it?" she asked once again, her slight insecurity making her look herself over in doubt. "Rarity made for me to wear for Nightmare Night. I thought it would be cute for us to go out as a changeling couple tonight."

Considering she had asked his opinion twice now, Shade thought it best to set his utter shock aside and answer her. "It's...uh...interesting."

"I know it's not perfect. My coat is visible on my legs and my wings still show through the material, but this is really the best we could do with a pony body, you know?"

Shade was silent for a moment as his eyes involuntarily traced over every visible inch of her body. Noticing that she was staring at him, he shook himself out of his stupor and rediscovered his ability to speak. "W-Why are you dressed like a changeling?"

Winter shrugged. "You know, it's Nightmare Night. And to be perfectly honest, you're kind of rubbing off on me. Besides, you spent a whole month here as a pony, I think I could stand to go one night as a changeling and walk a mile in your horseshoes."

Shade was not entirely sure how he felt right now. On the one hoof, seeing Winter dressed like that kind of...tickled something in his brain. Plus, she seemed to be enjoying it. Far be it from him to ruin her good time. But on the other hoof it seemed a little hypocritical. It was her that had told him multiple times in the past that he should be himself, so why was she so eager to be something else all of a sudden?

"So, do you want to go out and celebrate with everypony else tonight?" she asked as if nothing were weird about this whole thing. "They've got games and stuff set up in the town square. We could go have some fun and see everypony's costumes."

"Uh... Yeah, sure." Shade was having trouble putting his confusion to one side, but perhaps he'll have a better understanding of what Nightmare Night actually is if he were to go out and experience it first hoof.

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

Shade was finally beginning to understand why the town sounded so vibrant today. The abnormal amount of noise that had persisted throughout the day and had barely managed to keep him from a sound sleep was a result of the town's preparations for this strange holiday. Every house was decorated with ornaments depicting various creatures of the night, such as spiders and bats, and more of those pumpkins with faces like the pails the Cutie Mark Crusaders kept their candy in. The whole town seemed to be outfitted to give it an almost eerie and spooky atmosphere in complete contrast to the enthusiasm and high spirits exhibited by its residents.

Speaking of the townsfolk, much like Winter and the Cutie Mark Crusaders, each one of the ponies in town were also dressed in costume tonight. Shade probably would have recognized most of them on any regular day, but tonight it was like the town had become a melting pot of monsters and oddities. Some were dressed in simple animal costumes, disguising themselves as wolves or lions, while others chose sillier or weirder get-ups, like clowns or scarecrows.

As the pair neared the town square, Shade began to take notice of the games that Winter had mentioned. Many ponies were gathered around various attractions set up around town hall. Some were plunging their faces into tubs of water, grabbing apples with their teeth, others tossing rubber spiders at giant webs. A stage had even been set up where he could see Zecora telling spooky stories to a gaggle of children gathered around. The one consistency that lingered no matter where he looked was the sheer enjoyment that everypony was getting from the night's activities. Whether it be going door to door for candy or having a laugh with all the games, everypony certainly seemed to be having fun.

Which meant that Shade was more desperate than ever to find an answer to the question plaguing his mind.

As if on cue, the first pony that came to mind when you had a question in need of answering trotted up to the "changeling couple." Like everypony else, Twilight Sparkle was dressed for the occasion, though her costume seemed much more elaborate than all the others Shade had seen. On her head she wore a wide brimmed, black stetson that could give Applejack a run for her money and a deep-blue trench coat tied up with no less than three black belts. She even wore a long sword against her side, nestled in an ornate, crimson-red sheathe. Topping everything off was a small owl sitting on her back wearing a simple bandit's mask. Shade could usually take a stab at what everypony else was supposed to be, but Twilight's costume wasn't even worth guessing at. He could come up with thousands of possible answers and probably wouldn't even come close.

"Good evening, you two," the unicorn greeted with a friendly grin. She had to stifle an amused giggle when she looked at the pair. "And here I thought you two were a cute couple before. So how are you enjoying Nightmare Night?"

"Considering I only just found out about it ten minutes ago, I might have to hold off on giving you an answer," Shade responded.

"I'm showing him the ropes of tonight's festivities," Winter explained. "It's his first Nightmare Night and I can tell he's pretty confused about it."

Twilight was about to speak, but was cut off by a voice from above. "Of course he's gonna be confused when people like Twilight dress up as something weird and obscure."

Shade managed to recognize the voice of Rainbow Dash, but as she touched down next to Twilight, once more Shade found himself wondering if he'd have known who he was looking at had he not heard her speak. In a similar vein to Scootaloo, Rainbow Dash had completely dyed her coat, covering her normally cyan fur and feathers with a layer of arylide yellow, and the seven, vibrant colors of her mane and tail replaced by various shades of gray. In addition, she wore a dark olivine vest and tan pith helmet, and her signature cutie mark was overlapped by a compass rose. It was evident that a lot more care went into her costume than Scootaloo's.

Twilight rolled her eyes when she saw Rainbow Dash's costume. "Wow, Daring Do. Totally didn't see that coming."

The pegasus brushed off Twilight's sarcasm with a scoff. "At least I picked somepony people will recognize, not some...weirdo from whatever you got that from."

"For your information, I'm Kohl the Sentinel. He's a character from a popular manga in Nippony who prowls the streets at night doing battle with evil spirits and demons with the aid of his trusty companion, Sentry the Night Owl, played by my good friend Owlowiscious here."


Rainbow Dash waved off the unicorn's explanation dismissively. "Yeah, yeah. You probably just went with that because you can't pull off Daring Do yourself."

"There are many reasons why I didn't go out as Daring Do. The biggest being that I knew you were going to, and I wouldn't want us both wearing the same costume."

Dash just crossed her forelegs. "You're just sore that I got Daring Do first."

"Getting recognized is just one reason to wear a costume, darlings."

The group turned toward the new voice to find both Rarity and Fluttershy trotting casually in their direction. The sight of the former, however, caused their collective jaws to drop. Rarity wore a satisfied grin at the reaction.

"Those faces are another and my personal favorite."

The fashionista's costume—if one could call it that—was perhaps the most elegant out of any of the townspeople that Shade had seen thus far. It wasn't really so much a costume as it was a fashion choice. A jet-black dress with dark green highlights around the chest and hem hugged her torso snugly while curved, plastic rods stitched between the fabric shaped and rounded the rear of the dress and kept it from dragging along the ground. The same rods even protruded from the hem and tapered into a point, giving them a look similar to sharp tendrils. On her legs Rarity wore silky, black sleeves with perfectly cut, round holes. Atop her head she wore a stunning, onyx tiara with gold trim, however it was not positioned behind her horn as most unicorns would wear them, but over it where her horn rested in a curved and pointed sleeve, completely shielding her horn from view. The ensemble was topped off with an emerald brooch inset in gold on her chest and lovingly cut in the shape of a heart.

Rarity was thoroughly enjoying her friends' flabbergasted expressions at her outfit. It was probably exactly the reaction she was hoping for. "I take it you like my costume," she said, batting her eyelashes innocently.

"Wow, Rarity," Twilight gaped, " that dress is beautiful."

Rainbow Dash flew a circle around the ivory unicorn. "Yeah, it's pretty cool I guess, but what's it supposed to be anyway?"

"Actually, it's not supposed to 'be' anything," she answered, sounding like she had expected the question. "In fact, it's not even a costume per se. It's actually the first in my line of changeling-inspired attire. Not only that, but it's also Chamella's first big project."

Shade's eyes shot wide. "Chamella made that?"

"With some help, of course," Rarity admitted. "I'm hoping that it will spark a new trend in goth chic. I always felt that gothic attire was horribly drab and depressing. I figured if they're going to be dark and brooding all the time, they might as well look good doing it."

"Well, I think it looks great," Winter said with a perky smile. "I kinda wish I had that for my costume. N-Not that I don't appreciate the one you made for me."

Rarity waved a hoof. "Think nothing of it, dear. This dress wasn't intended to be worn as a costume anyway. I'm just wearing it as a sort of...trial. And judging by the reactions you all have given me, I'd say it was a resounding success," she finished with a gleeful clap of her hooves.

Twilight looked around and behind Rarity, seemingly puzzled about something. "If Chamella helped you with that dress, then where is she? You'd think she'd be here for the grand unveiling of her first finished project."

"For that matter, what're you doing out here, Fluttershy?" Rainbow Dash asked the silent pegasus. "Normally Nightmare Night gives you the heebie jeebies and you just lock yourself up at home. What gives?"

Fluttershy shrugged bashfully. "Oh, well, Rarity...convinced me that Nightmare Night's not so scary really."

Dash raised a skeptical eyebrow. "Uh... 'Kay. Whatever. The more the merrier I suppose."

Fluttershy responded with an amused giggle. For the briefest of moments, Shade noticed her cast a glance in his direction. As Rarity, Twilight and Rainbow Dash continued their conversation, Fluttershy's eyes would frequently find themselves falling on Shade and certainly not without his knowing. The changeling narrowed his eyes at the pegasus.


Fluttershy's eyes widened and she turned to Shade, but turned back quickly as if she realized she had made a mistake. Shade took notice of an embarrassed blush on her cheeks and she cautiously turned back to face him and giggled. The other mares turned their attention to Fluttershy, and Rarity rolled her eyes and chuckled. "Guess I've been found out. I suppose if anypony were to see through me, it would be you, Shade."

With a flash of green flames, Fluttershy's pale, yellow coat was replaced by dark skin, her pink mane by straight, purple hair, and her teal eyes by vivid pink irises and blue, glowing sclera.

Rainbow Dash, seeing the form of Chamella where Fluttershy used to be, exhibited mild confusion before letting out an amused chuckle. "Hey, that's pretty good. You picked the perfect pony to disguise yourself as, I'll give you that. If it wasn't Nightmare Night, I woulda been completely fooled."

Chamella giggled modestly. "It was Rarity's idea."

"What are doing, Chamella?"

Any amusement the female changeling had been getting from her little joke was drained away by Shade's stern tone. Had she done something wrong? "What? What do you mean?"

Shade furrowed his brow at his surprised friend. "I thought we agreed that we weren't going to shapeshift anymore."

Twilight and her friends exchanged uncomfortable glances, but didn't interrupt. Chamella suddenly felt like a child being scolded and responded as such. "B-But Rarity said it would be funny."

"What exactly is so funny about lying to your friends and deceiving them?" Shade snapped.

Rainbow Dash stepped forward. "Whoa, dude, chill out. She was just having some fun. She's not hurting anypony."

The irate male shot the pegasus a harsh glare. "This doesn't concern you."

Rainbow Dash paused and scowled. The thought of forcing herself into the argument crossed her mind for a brief moment, but a quiet gesture from Twilight coaxed her to back off, though begrudgingly.

Shade's attention turned back to Chamella. "Don't do that anymore, Chamella. It's stuff like that that makes people think we're the bad guys."

Chamella lowered her head, shielding herself behind her long, purple mane. "I-I'm sorry..."

"Shade, please, don't you think you're overreacting a tad?" Rarity interjected. "I only suggested she do it because it's Nightmare Night. Everypony's in costume tonight. It's tradition."

"It's your tradition," Shade shot back. "To be honest, I don't understand how you can have a holiday where you pretend to be something you're not, but condemn the changelings for doing the exact same thing."

"I think you're looking at this from the wrong angle, Shade," Twilight said. "This has nothing to do with—"

The lavender unicorn was cut off by a loud crack of thunder and a bright flash of lightning, causing everypony gathered in the town square to drop what they were doing and look around in surprise and confusion. From above, a loud, maniacal cackle echoed over the town and everypony turned their heads up. A dark silhouette loomed before the form of the iridescent, full moon hanging in the sky. A long horn jutted skyward, its wings flared out like a manticore preparing to pounce, and its mane and tail billowed like smoke. The alicorn turned its eyes on the townsfolk below, many frantically trying to hide or simply too scared to moved, and bellowed at them in a loud, reverberating voice.

"Tremble, little ponies, for your queen has returned this night! And she has come to feast! Mwahahaha! All will bow before me! Nightmare Moon!"

The townsfolk went into a panic and a sudden surge of dread washed over the pair of changelings present, their previous argument being shoved to the wayside to focus on the terror of what was transpiring right now. Chamella instinctively ducked behind Shade for protection and Winter huddled close as well, but he was in no better state of mind himself.

"Nightmare Moon?! W-What the hay is happening?! Where'd she come from?!" Shade stammered in fear. Looking to Twilight in hopes of getting some sort of explanation for this, he noticed that the unicorn—as well as her friends—seemed to be unusually calm. In fact, Twilight was actually smiling.

Rarity looked up at Nightmare Moon with a raised eyebrow. "A touch over-dramatic, don't you think?"

Rainbow Dash rolled her eyes. "You're one to talk."

The fashionista shot an icy glare at her feathered friend. "Beg your pardon?"

With graceful flaps of her large wings, Nightmare Moon descended towards Twilight Sparkle and touched down lightly, standing tall and proud. Without the glare of the moon to obscure her form, her visage was now clear and visible. A midnight blue alicorn, taller than most ponies, but not by much. She wore a set of sky-blue armor, donning a helmet through which her long horn protruded, a chest plate depicting an image of a white, crescent moon, and a set of matching shoes on each hoof.

Twilight met the queen of the night with a friendly smile and a curt bow. "Good evening, Princess. Happy Nightmare Night."

The alicorn acknowledged her greeting with a nod. "And to you as well, Twilight Sparkle."

Shade's jaw dropped in shock and terror at Twilight's nonchalant attitude to the return of one of Equestria's most heinous enemies. Had she planned to betray them all and side with Nightmare Moon? "Twilight, what are doing?! What is Nightmare Moon doing here?!" he shouted in a panic.

Twilight simply giggled with amusement. "Relax, Shade. It's just Princess Luna."

Though she didn't speak above her normal volume, it seemed as if everypony in the town square had heard her and breathed a collective sigh of relief before going about the night's activities already in progress.

Shade stared at the alicorn with some skepticism. Now that he had a better look at her, she didn't quite match the descriptions of Nightmare Moon he had heard. He had been told that Nightmare Moon's coat was black like the night sky and had eyes like a vicious dragon. Shade and Chamella recognized the pony standing before them; they had stared into those eyes once before. She definitely was not Nightmare Moon. Shade's heart managed to stop pounding a hole through his chest and took a deep, calming breath. Chamella cautiously stepped out of her hiding place behind him, but still preferred to stay close; her memories of the princess were not exactly pleasant.

"She's just here to enjoy Nightmare Night like the rest of us, so there's nothing to worry about, okay?" Twilight assured.

Luna passed a puzzled look to Twilight. "You did receive the notification of my arrival that stated I would be wearing this, did you not?"

Twilight nodded. "I did. Though it seems somepony didn't tell the rest of the townspeople like she was supposed to," she said, shooting an accusatory glance to Rainbow Dash.

The pegasus tugged at the collar of her vest and chuckled nervously. "Heh heh, yeah, guess it must've...slipped my mind."

"Speaking of which," Rarity interjected, "I'm quite surprised that you chose to pose as Nightmare Moon. Isn't that a rather sensitive subject for you?"

"It used to be," Princess Luna responded solemnly. "However, it has been approximately three years since you and your friends returned me to my old self. In that time I've come to accept the mistakes I have made in my past. My sister did what she had to do and I deserved what I got. I am thankful every day for what she did. Had she not made the decision to imprison me in the moon, the outcome may have been much different. Chances are one of us would have died that day. This way, even if she would not see me for one thousand years, there still existed the chance that I could be saved. A gamble that certainly paid off in the end." Luna's smile returned as she continued. "Besides, this night not would exist were it not for Nightmare Moon, so I suppose some good did come of it. And an appearance from the queen herself simply makes things more frightening, does it not?" she claimed with a coy grin.

"I guess you have a point there," Twilight said.

"Wait, you're the reason Nightmare Night exists?"

Luna looked to Shade who had asked the question. A small gasp of realization escaped her lips. "Ah! You must be the two changelings my sister has told me about. Well met!" She tapped her chin with a hoof in thought. "Um...I seem to be having difficulty recalling your names..."

"Shade and Chamella," Twilight whispered to the princess.

"Ah, yes, Shade and Chamella. I remember now. My, it's strange to think that there are friendly changelings living amongst our subjects. The changeling colony has been an enemy of Equestria even before my banishment." Luna narrowed her eyes and looked them over with a scrutinous gaze. "Now that I look closer, your faces appear oddly familiar. We didn't perhaps...exchange blows during the invasion of Canterlot, did we? And if so, I deeply apologize."

"Well, no, not quite," Shade answered. "But you...probably did see us there." It made the pair of changelings more than a little uncomfortable knowing that the last time they saw Princess Luna, she had been ready and willing to kill them.

"That's good to know. I'm afraid I would feel terribly guilty if that were not the case." Luna paused, noticing the costumed mare standing closely beside Shade with a nervous smile. "Oh. I was only informed that there were two changelings. Who is this third one?"

Winter flinched, surprised to be directly addressed by the princess. She tried to speak, but only a nervous stammer came out.

"That's Shade's girlfriend, Winter Maple," Twilight responded in her place. "And she's not a changeling, that's her costume for Nightmare Night."

Luna looked back at the pegasus with a surprised expression. "Is that so? Celestia did mention that one of the changelings was romantically involved with a pony. My compliments on your costume. You had me completely fooled!"

Winter nervously shuffled her hooves on the ground, too starstruck to look into the princess' eyes for more than brief moments at a time. "T-Thank you, Your Highness." Shade couldn't help but notice the proud grin that had suddenly appeared on Rarity's face.

Shade looked Luna in the eyes, intent on finally having that nagging question answered. "Princess, you said that Nightmare Night wouldn't exist without Nightmare Moon, right?"

Luna nodded. "That is correct."

"Well, then maybe you can explain what exactly this holiday is supposed to be."

Luna seemed puzzled by the question. "What it's supposed to be? Too be honest, though I am the reason for this holiday to exist, this is only my second time experiencing it first hoof. It was not until my banishment that this holiday was created."

Twilight stepped forward. "I suppose I could field this one for you, Princess, if that's all right."

Luna motioned for her to proceed.

"You see, Shade, Nightmare Night is a long-standing tradition in Equestria. One thousand years ago, after Nightmare Moon was banished by Princess Celestia, the citizens of the kingdom feared that she would return. See, times were different back then and people believed that if they made offerings to her in the form of food, they could sate her anger and keep her where she was. As time went on, however, the story of Nightmare Moon slowly began to fade into history until it was nothing more than a mere myth, just an old mare's tale to spook children. We continue the tradition today, even though Nightmare Moon has been vanquished for good, simply because it's good fun. That's pretty much it."

Shade raised an eyebrow. "And what does any of that have to do with wearing costumes?"

Twilight opened her mouth to say something, but paused, looking up and humming in thought. "You know, I'm not sure. Perhaps it's meant to symbolize Princess Luna's transformation into Nightmare Moon. Honestly, I've never really thought about it."

Shade didn't feel like he had gotten the answer he was looking for, letting out an unsure and dissatisfied hum. The one aspect of this holiday he was truly concerned with wasn't anymore clear to him than it had been before. And if Twilight or Princess Luna couldn't give him a proper answer then who could?

"I fear we are wasting precious minutes of moonlight," Luna interrupted. "Our time may be better spent participating in fun and games or partaking in the consumption of sugary sweets. I suggest we commence with the merriment, posthaste!"

"Sounds good to me," Rainbow Dash agreed before flying off. Twilight, Rarity and Princess Luna followed suit, leaving the pair of changelings and one pegasus to their own devices.

"Come on, Shade," Winter said, tugging at Shade's leg. "Why don't we have some fun too?"

Shade hesitated. He watched as Chamella made to follow Rarity and the others, uncertainty still lingering in his mind. "Yeah, sure."

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

As the hours inched further into the night, the town's activities didn't seem to be letting up at all. On this one night of the year, the town reverted to a nocturnal entity, thriving in the dim glow of the moon and stars. Parents allowed their foals to stay up past their bedtimes and continue the pursuit of candy collecting, playing games and listening to ghost stories. They were all enjoying themselves immensely, but for some reason one individual still couldn't find it in himself to join them.

Shade sat alone on a bench away from the excitement, but still close enough to carefully observe them. He saw Chamella watching as Rainbow Dash dunked her head into a tub of water, reemerging with a bright, shiny apple in her mouth. The pegasus gestured for Chamella to try next. She hesitated at first, the idea of soaking one's head in cold water not exactly appealing, but gathered up the willpower to plunge in, popping up with with a dripping wet mane and an apple skewered on her short fangs. Rainbow Dash gave her a proud pat on the back and the changeling smiled, taking a small bite of her fruity prize. She was certainly enjoying herself, so why couldn't he?

Out of the corner of his eye, Shade saw somepony sit next to him on the bench. Even if she hadn't been dressed as a changeling, he would have known it was Winter. She sat silently for a moment, contemplating what she would say. Clearly something was bothering Shade, she could see that much, and it probably had something to do with the questions he was asking earlier.

"You know, you don't have sit over here by yourself. You can go over there and join in on the fun," she said quietly.

Shade didn't meet her gaze. He continued to stare off at the crowd of rambunctious ponies. "How can I? This holiday centers around doing something I've sworn off. I've said countless times that I'm done lying and deceiving."

Winter breathed an exasperated sigh. "Shade, you're too self-conscious about this. I don't think people are going to judge you any differently for having a bit of fun."

"You don't get it. These people are celebrating by disguising themselves, the very thing that makes changelings the enemy. How can I possibly think of this as anything but hypocritical?"

"That's... Well..." Winter paused. She wanted nothing more than to ease his concerns, but no matter what rebuttal she could make, she couldn't change Shade's view on this. Every angle she could approach the issue from wouldn't exactly disprove his thinking.

"That's not exactly true." The pair looked over to find Princess Luna trotting over to them, a solemn expression on her face. "It is not the changelings' ability to change shape that makes them our enemies, it is because they use that ability for malicious intent."

An unsure look covered Shade's face. "What other purpose can a skill like that have?"

Luna shut her eyes in calm thought. "Perhaps not much. But it is my understanding that you feel strongly about this due to unpleasant experiences in your past, correct?"

Shade turned to Winter. The memory of the night his secret had been exposed came flooding back and the pain that came with it, like a wound reopened.

"Most people would like to forget all about the mistakes they have made and wish they had never happened," Luna continued. "But, in my opinion, it is very important to never forget the errors of your past. How else would you learn from them?"

"But my mistakes almost cost me my happiness, not to mention Winter's life," Shade explained as he recalled the heart-wrenching memories.

"'Almost,'" the princess repeated.


"They almost cost you. Yet here you sit with the mare you love. Though with your mistakes come great pain, it also grants you strength. The strength to ensure that something like that never happens again. I believe it is of the utmost importance that you not only remember your mistakes, but embrace them. Be able to look back on them and laugh knowing now that that error will not reoccur."

Shade took a moment to absorb that. All these months trying to forget all the bad that had happened to him and his loved one, and now he was being told that forgetting is the last thing he should do. He felt Winter's hoof lay gently against his own and looked up to her. She wore a gentle smile, the love she felt for him flowing through his body and letting him know that what the princess was saying was true.

"Now then," Luna started, her calm tone replaced by one of purpose, "the night is still young and there is still much fun to be had. I insist that you both have your fill while the opportunity is yet present, as I intend to do." The princess offered a curt bow before returning to join the other ponies in their fun, leaving the couple alone at the bench.

As Luna departed, Chamella passed by the alicorn on her way over to them. A twinge a guilt nagged at Shade's mind when he saw her.

"See, Shade?" Winter said with a grin. "There's nothing to be upset about. It's okay for you to cut loose and have a little fun every once in a while. You gotta stop being so concerned about what everypony else thinks of you. You've built up a lot of trust around here. I mean, come on, if Princess Luna can show up dressed as Nightmare Moon of all things, then I'm sure you can enjoy yourself a little with your shapeshifting power, right? Pull off a prank or two. As long as nopony gets hurt, then what's the harm?"

Shade stared into Winter's sincere, amber eyes. She had told him long ago to not forget who or what he was and until now he thought he had been holding true to that. He turned his sight to his friend standing ahead of him, an unsure look still present on her face. Shade hopped off the bench and approached Chamella. "I'm sorry I got upset with you earlier, Chamella. I know you were just having some fun. I guess I was just worried that by shapeshifting we'd lose the trust of the people here."

A small smile spread across Chamella's face. "I understand how you feel, Shade. I was worried about it too, but when Rarity told me that it's all in good fun, I thought that there wouldn't be any harm in it."

Shade let out a light chuckle. "Guess that makes you a little smarter than me, huh?" Chamella giggled with him. "Look, if you wanna pretend to be Fluttershy or anypony else then that's up to you. I shouldn't ruin your fun."

Chamella gave Shade a grateful hug, a flash of green light accompanying the embrace. When she let go the form of the yellow pegasus had taken her place. "Thanks," she said simply before returning to catch up with Rarity.

"And who are you going to be tonight?" Winter asked jokingly.

Shade just smiled. "I think I'm fine with just being me. Maybe next year I can get a little more creative."

"Sounds good to me," Winter said as she gave him a loving nuzzle. "Would you prefer if I was me too?"

Shade opened his mouth to speak, but stopped and gave Winter's costume another once over. He wanted to pick his words carefully. "Actually, I think that looks good on you. You make a pretty good changeling."

The pegasus noticed the very light shade of pink on his cheeks and wore a sly grin as she brushed past him on her way to join the others. "Is that so? Well, we don't have to wait until next Nightmare Night for me to wear it again." She punctuated her statement by brushing her fiery red tail against Shade's face and passing a seductive smile over her shoulder.

Shade's cheeks went from pink to burning red. "That's... Uh... What?"

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