• Published 23rd Mar 2013
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A Journey Unthought Of: Revival of Chaos - Hustlin Tom



After the events of the Season 2 finale, Equestria begins to spiral into chaos in the face of a new Changeling threat, a brewing civil conflict, and the second release of Discord.

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Chapter 40 - The Elements, Cheerilee

Word spread quickly about what had occurred at the school with Bunsen Burner and Cheerilee. One major detail that was kept as far under wraps as possible was the Element’s discovery of the school teacher’s true nature. The unconscious scientist was taken by Mr. Black back to his inn room, with Umbra and Nox holding careful watch on the two of them. The Elements and the other ponies returned to the library to try and privately discuss their new information, but they would find that impossible once they were safely inside: Big Macintosh and the Cutie Mark Crusaders were already waiting for them.

“Why did you do that?!” Scootaloo angrily asked Cheerilee, who was once again in her earth pony form, “Did you think giving yourself up was going to make things better somehow?”

“Scootaloo,” Cheerilee sighed, “I did what I thought was right. I had to confront him, or else we would have both been endangered.”

“Whatever,” Scootaloo growled passive aggressively as she turned away from her ‘Aunt’.

Big Mac looked at Cheerilee with a mix of relief at her safety and anger at how she had so recklessly endangered herself, but he too turned away from his marefriend. Cheerilee felt like she had just been stabbed in the stomach at this show of silent emotion, and she fell back onto her haunches softly.

Twilight Sparkle cleared her throat to attract Cheerilee’s attention. The librarian was sporting a full frown across her face, as were Applejack, Rainbow Dash, and even Fluttershy. Rarity and Pinkie Pie simply couldn’t stop from looking at her, with the former in a simple state of confusion, and the latter’s jaw still hanging wide open in surprise from the school teacher’s earlier revelation.

Sweetie Belle looked around the quiet and tense environment with innocuous confusion, “Why’re we all staring at Miss Cheerilee?”

“Yeah, what gives?” Apple Bloom chimed in.

“Cheerilee, start talking,” Twilight commanded without breaking eye contact on the mare, “and make sure to leave nothing out.”

Cheerilee sighed once again as she looked to the floor in shame, “I do owe you all that much I suppose.”

Once again her form was consumed by green fire, revealing her true insectoid form underneath.

“It’s a Changeling!” Sweetie Belle screamed.

“What’ve ya done with the real Miss Cheerilee,” Apple Bloom yelled in anger, “Give’r back!”

The proverbial knife blade in Cheerilee’s gut gave itself a twist upon hearing those words, and her head bowed even lower.

“She is the real Cheerilee,” Scootaloo declared with a still notable tone of frustration, “She always has been since we’ve known her.”

“Wait, you knew?!” Sweetie Belle whirled around to her pegasus friend in shock.

“ 'Course I knew,” she replied as she rolled her eyes, “She’s my guardian! We live together; it’s not like I wouldn’t have noticed at some point!”

“You’re not one too, are you?”

“No!”

Applejack looked to Big Mac, who had become suddenly fascinated with the many volumes of literature lining the walls, “Did you know?”

“Eeyup,” Big Mac commented.

The Element of Honesty scoffed and waved her forehooves in the air, “How long?”

“Few weeks now.”

“Why didn’t yah tell me, yer own sister and the Element of Honesty for Pete’s sake?!”

Big Mac looked into Cheerilee’s undisguised green eyes, and said with a tone of disappointment, “It was mah secret to keep. Ah’d hoped she’d be mare enough to tell alla you on her own, instead of pullin’ a foalish stunt like this.”

“Stop!” tears began to well up in the Changeling’s eyes, “Please! I know I shouldn’t have kept this from you, but before this all started with the invasion of Canterlot it didn’t really seem relevant, and then after it I was too afraid of something like this happening!” She broke down completely and began to cry, “I’ve already had to pay for my secrecy once today. Please don’t add to my guilt! Please.”

All the ponies in the room remained quiet as Cheerilee shed her tears, unsure of what to do next with the crying mare. Big Mac approached his mare slowly, and wrapped his forelegs around her and began to rock her back and forth slowly. She slowly opened her teary eyes to look up into his face. He was looking up to a nearby window, and to the blue sky beyond, “Ah can’t fault you for tryin’ to find some way ta tell the truth. Ah just wish you hadn’t risked yer life like that.” He then looked down into her eyes, and smiled the tiniest bit, “You know Ah forgive you.”

Trixie cleared her throat lightly, and everypony looked to her for her say. “We all deserve a second chance,” she finally said quietly, “She may not be Equine, but she is certainly Equestrian.”

“I agree,” Fluttershy nodded softly. “We’ve each hidden things from each other in the past between just the six of us,” she looked to each of her friends in turn, “We all have to give her a full chance to explain herself, without any reservations.”

The other ponies all slowly nodded their agreement.

Feeling more at peace now than she had been, Cheerilee gently nudged Big Mac to let her go, so that she could stand on her own. “Cheerilee was my adopted name,” she began shakily; “My first name was Falena. I was a Royal Candidate of the Changeling Hive.”

“Your voice hasn’t changed,” Rarity commented.

“That’s because this is my voice,” the school teacher replied, “I’ve always been Cheerilee. Her voice, her likes and dislikes, her pace when walking, they’re all really mine. They’ve always been mine.”

“Why did you leave your Hive?” Twilight asked, her angry demeanor beginning to melt away, “Didn’t they need you?”

Cheerilee took a breath, “Before Equestria was formed, even before the world as we know it was made, the human race created the Changelings as one of the many species to populate the planet.”

“No way,” Rainbow Dash shook her head in half disbelief, “They made you guys too?”

“Anything in the world living today was,” Cheerilee said matter-of-factly. Her membranous wings jittered a little as she continued, “We were put into a deep sleep after our Queen, Chrysalis, attempted to overthrow them. Each of our bodies eventually adapted to the cold in our own time, and over the years others would escape from our prison to reach the surface. Eventually, I unfroze and escaped, to arrive here in Ponyville. That was twenty-five years ago. When I first looked on the world around me outside of the hole we had been buried in, with the blue sky, the green plants, and fertile ground, I was amazed by humanity’s success at restoring the Earth from the uninhabitable pit they had originally made it. When I found Ponyville, my initial plan was to follow the basic protocol of my Queen: infiltrate, allocate, and subjugate.”

“What exactly do yah mean by ‘allocate’?” Applejack asked suspiciously.

“Find available food sources,” Cheerilee explained calmly, “We don’t actually eat food like you ponies do: we are pathovores, feeding on the emotions of others. Our largest weakness is that we lost the capacity to feed on each other’s emotions, and so we are forced to depend on other species for nourishment.”

“So you’re kinda like emotion vamponies or something?” Pinkie Pie interjected.

Cheerilee shrugged, “I guess that would be an apt description.”

“Could we continue with your story?” Twilight asked as she gestured for the others to not interrupt as much.

“When I came to town all those years ago, I immediately made my way for the schoolhouse. It would be an easy in for learning information for the first stage of Changeling doctrine. That’s when I chose this appearance,” she quickly flashed back to the form that each of them recognized her as, and then switched back to her natural form. “I didn’t really understand the importance of Cutie Marks back then, so I just chose an image at random.”

“So you don’t actually have a special talent?” Sweetie Belle asked warily.

Cheerilee looked to her pupil and smiled, and was about to explain when Sweetie Belle drew back a little. The school teacher realized that her fangs were rather intimidating, so she remolded her mouth to what was normal for an equine, “I do have a special talent, Sweetie Belle; I just don't have a physical marker for it. I can understand other pony’s minds and take on their way of thinking.”

“Let me get this straight,” Rarity waved her hoof, “You have the power to read other ponies’ thoughts and steal them if you wish?”

Cheerilee shook her head, “I can’t read minds. I’m more like a strategic psychologist who can passively share thoughts and assimilate them for myself. It’s a kind of telepathy, just not fully actualized. It allows me to more easily infiltrate other societies, adopt their ways, and quickly find the weaknesses therein.”

Twilight’s eyes widened as she grasped the full meaning of Cheerilee’s words, “You could have effectively toppled the Equestrian government by yourself if you had really wanted to, couldn’t you?” Cheerilee was silent as she looked Twilight dead in the eyes, and the unicorn shivered, “What stopped you?”

Cheerilee blinked, and a smile began to spread across her face, “My Aunt Jubilee. After just a day of being in her classroom, she already knew what I was. When she confronted me, I was going to take her place to avoid discovery. Instead, she offered me a deal: stay in her home and under her care for one month, and then I could do as I pleased. She taught me the five Elements of Harmony, Equine money, politics. All of these topics paled in comparison to the greatest thing she taught me; something I’d never known before, and that was true empathy. I understood emotion; I quantified it and knew its value as my nourishment, but I didn’t understand how to be happy or sad with somepony. Because of her, and my own unique abilities, I learned how to both be conscientious of others and to feed off of my own emotion. After my time with her was up, I stayed with her posing as her niece until I became Ponyville’s teacher.”

Cheerilee’s ears drooped once again, “When she died, I realized just how much she had taught me. I’d lost the closest thing I’d had to a true parent, and it felt like my heart had been taken from me. I needed to find someone to love like that; giving and sharing it with them, instead of just stealing it for myself.” She then looked past the other ponies to the one small filly in the room that was looking at her with an expression of smoldering anger, “That’s when I adopted Scootaloo, and raised her like she was my own daughter.”

“So you were going to throw all that away today just to prove you were right?” Scootaloo blurted.

Cheerilee stared at her 'niece', before she guiltily glanced to the side, “I thought I could reason my way out of it.”

“You should have come to us first,” Fluttershy said with the signature blend of friendly caring and maternal admonition she was known for, “You should have trusted us enough to be exactly who you are with us. You should have given us the chance to trust you back.”

Cheerilee looked to each of them, and she somberly relented. “I’m sorry I had so little faith in all of you,” she said to the Elements, who replied in mixed fashion with some saying ‘I forgive you’ fully, and others with silence.

She turned to Trixie, “I’m sorry for having put you in such a horrible position: nopony should ever do that to their friend.”

“Don’t ever do that again,” Trixie replied hollowly.

She next turned to Apple Bloom and Sweetie Belle, but before she could offer any kind of apology, she was hugged by the two little fillies.

“We can’t stay mad at you ferever,” Apple Bloom said as she looked up at her teacher, “You’ve been too nice to us fer that!”

“Besides, you do look kinda pretty like this,” Sweetie Belle said with a little smile.

Cheerilee was touched by their ease of forgiveness, and she embraced them back.

Scootaloo had hung back, her scrunched up face making it apparent to everypony how much of an emotional dilemma she was having. Finally, she looked up, walked over to her Aunt, and punched her on the shoulder, “Don’t you ever almost leave me alone again.”

“I won’t,” Cheerilee promised.

Scootaloo jumped and gave her aunt as big of a hug as she could, and she began to silently cry.

“At this point,” Pinkie Pie said with tears of joy and sadness intermixed together, before blowing her noise loudly into a handkerchief, “I think we could all use a group hug right now.”

There was a knock at the door, which gave everyone a tiny scare.

Cheerilee reactively changed back into her velvet furred earth pony form, which gave the Cutie Mark Crusaders a little gasp of their own.

“Did you gals get a weird, fuzzy feelin’?” Apple Bloom asked.

“It felt like somepony put a warm blanket right next to me,” Sweetie Belle replied in a tone of curiosity.

Twilight strode to the door and opened it a crack, before she flung the door completely open and deeply hugged one of the cloaked ponies standing on the door step. “Cadence!” she exclaimed in joy, but she was quickly shushed by the two. She hurriedly let them in and closed the library door behind them, allowing Princess Cadence and Fancy Pants to reveal themselves to the others.

Fancy Pants looked around the room already full of eight mares, three young fillies, and one large red stallion, and wryly asked, “Is there any room for two more in this hotel?”

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