The Dark Mare

by MagnetBolt

First published 3rd of April, 2014

After the events of The Shadow of the Mare, Loop D'Loop takes up the cape and cowl of Mare Do Well again for her own selfish reasons. But her actions have consequences and soon she's in over her head.

After the events of The Shadow of the Mare, Loop D'Loop takes up the cape and cowl of Mare Do Well in a bid to get more love and affection from the ponies around her. But a few careless mistakes lead to events spiraling out of control, and it's only a matter of time before she's revealed as the changeling she really is.

Shot In The Dark: Fool's Gambit

The Dark Mare
Shot in the Dark: Fool's Gambit
by MagnetBolt

Loop D'Loop groaned. Her maw was sore and all she could taste was ichor. She'd just woken up from something, and it felt like she was pulling herself out of one of the deepest, darkest pits in the hive. It took a little while to remember she wasn't in a hive, and hadn't been in years, ever since she'd been ordered out to scout for prey. She hadn't looked back even once since she'd started making real friends and found ways to support herself. Changelings were naturally greedy and selfish, and she didn't want to share them with anypony, not even her own people.

She gasped as her recent memory suddenly snapped into place, waking her up with a shock that felt like being bucked in the head. Actually, she just felt like she'd been bucked in the head in general. She looked around. She'd been having more flying lessons with Jetstream, and then there had been wind shear... and the broken tree branches above her told the rest of the story by themselves.

“Loopy!” Jetstream yelled, from above. Loopy D'Loop looked down at herself. She was in deep shadows from the tree, thankfully, as the shock had knocked her disguise right off. Loopy had been forced into her natural shape, a changeling, with the same appearance as every other changeling. They didn't use appearance to tell each other apart, which was good since otherwise things would get very confusing. Instead they felt each other's psychic impression.

Not that it would matter if she got caught. One changeling was the same as any other to normal ponies, especially in Liveryburg where they'd just been attacked by changelings looking for a quick meal after the Canterlot disaster. Loopy had disguised herself and fought them off – barely – and gotten a taste of what it meant to be a hero. To her, it meant eating well on the love and adoration of ponies who looked up to her as Mare Do Well. For a changeling, that was more than enough motivation to save lives and put herself in danger.

Loopy shook her head to clear it, then changed shape, her normal disguise as a beige pegasus with a purple mane reappearing around her. She cleared her throat, spitting out a glob of ichor, and yelled up to the silver-coated pegasus flying above her trying to find out if she was alive.

“I'm fine, Jet!” Loopy yelled. “I just hit my head on the way down. A few times.”

“That's not fine!” Jetstream flew down, the sound of Loopy's voice guiding her. “I'm so sorry! I forgot about the windshear at that altitude!” She ran over to Loopy and looked her over. “You're really lucky you weren't hurt worse. A fall like that could have killed you!”

Loopy flinched a little. She was tougher than a real pony, thanks to her chitin, but she should have added a few bruises and cuts to her disguise for cosmetic reasons. It was a stupid mistake, and her own fault for not thinking clearly.

“I'm probably going to be all black and blue on one side in the morning,” Loopy said. “But I think I'm-” she took a step and feigned pain. “-maybe not so fine!”

“Okay, let's get you back to your treehouse,” Jet said, with a sigh, letting Loopy lean on her. “I still think you should move to a cloud house. You're a pegasus! Living on the ground is for squares.”

“What's wrong with living on the ground?” Loopy frowned. “Express Delivery lives in the post office and no one makes fun of her for it.”

“Of course not I- Loopy, I'm just trying to give you some reason to fly more. No offense, but you're still the weakest flier I know that isn't an earth pony. Besides, your treehouse is tiny. You don't even have a kitchen. I know being a mailmare pays better than that.”

Loopy rolled her eyes. Of course she was a weak flier. A changeling wasn't nearly as good in the air as a real pegasus. Even in pegasus form she was pretty pathetic unless she was willing to spend an awful lot of stored love and energy. Part of her also kind of liked the flying lessons. It was nice having somepony's undivided attention, though Jetstream's heart only belonged to Mare Do Well.

“I'm fine where I am, Jet,” Loopy said. She looked down. “You know I don't like to just... hang out with everypony in town. I like being alone.” Which was the truth. Loopy couldn't stay disguised all the time, and if she stayed in town eventually she'd be revealed as Mare Do Well or a changeling or both.

“You could stay with me!” Jet said. “It'd get you out of that little place, and I could show you the ropes with cooking and cleaning-”

“I live by myself already! Are you saying I'm a slob?!” Loopy frowned.

“Well...” Jetstream hesitated. “...Yes. I am. Sorry. Last time I was at your place it looked like somepony had torn it apart.”

“Last time you were at my place it was right after the changelings attacked,” Loopy said, glaring. “It looked like that because somepony HAD torn it apart!”

“Okay, but- whoah!” Jet stopped, surprised and scared. Loopy followed her gaze. A scarred face was watching them from between two trees. A timberwolf, with half of its face burned and blackened. Loopy recognized it instantly.

“Old Hickory,” she whispered. “She must have heard me crash.” Old Hickory was a timberwolf alpha female, the biggest monster in the forest. She'd been scarred by a lightning strike a few months ago that had left her partly blind on one side and in a lot of pain. Loopy had found her chasing Filly Scouts out of the forest and had used changeling mind tricks to calm her down.

Tricks she couldn't use while she was in disguise as Loop D'Loop.

“Okay, Loopy. You run and I'll try and draw her off. It'd be better if you could fly-” Loopy shot up into the air.

“I'm not that badly hurt!” Loopy said. “I can handle a few bruises if it means not getting eaten today!” Jetstream took off after her, Old Hickory pouncing out into the clearing to growl at them. She didn't give chase, either because she was smart enough not to bother, or because she was just reminding them who really ran the forest. Loopy suspected the second. Old Hickory was a lot of things, including mean, but she wasn't the type to go after ponies when there was easier prey.

Thankfully, Loopy's house wasn't far away, on the edge of the forest near the Henge family farm. She still felt like she'd been bucked in the maw after that landing. Maybe she was getting a little too into character. She and Jet stopped at the bottom of the tree, her home above them among the branches.

“Let's get you inside and into bed,” Jet said. “I could get one of the Nurses out here. After all the times you've had a tumble I bet they'd love to have a look at you to make sure you haven't really hurt yourself.”

“Ugh.” Loopy shuddered, not entirely on purpose. “I really don't want that. You know I don't like doctors.” She looked down. Part of that was that a decent doctor would know right away that something was wrong with her. She'd seen how some of the changelings that she'd taken out had been treated after the guards caught them. If she'd known how bad it would be she might have let them go. As much as she was protective of the town, they didn't deserve to be exiled, then locked in a dungeon in the place they were exiled to.

“Yeah, yeah. But head injuries are no joke. You could have a concussion or something.” Loopy could feel how worried Jet was. She gave her friend a smirk.

“I'll go around tomorrow after my rounds,” she lied. “And they'll probably just tell me I need to stop taking flying lessons and take up nice, safe jogging instead.”

“Jogging?!” Jet gasped. “But you're a pegasus!”

“I'd get fewer bruises.”

“No way. It's completely unacceptable. You know I made a promise that I'd get you to be a top-tier flier before the end of the year. If they tell you to stop flying you tell them to eat fluff!” Jet stomped a foot, literally and figuratively putting her hoof down.

“Weren't you the one just telling me I needed to follow medical advice?”

“Well you know your body best! Just- you'd tell me if you were really hurt, right?” She frowned. “Like your hoof.”

Oh right. She'd been pretending that her hoof was sprained. “It's okay. I just need to keep my weight off it for a while. It'll be fine. I bet by morning it'll just be stiff.” She made sure to feign a slight limp as she walked towards her treehouse. “Same time next week?” She asked, looking back at Jet. The silver pegasus sighed.

“Yeah. But I'll make sure there's clear weather this time. You're gonna have to learn how to fly in rough wind if you're ever gonna be on the weather patrol with me.”

“I like being a mailmare,” Loopy countered. “It has perks.”

“If you say so,” Jet sighed. “I just want what's best for you.”

“Thanks,” Loopy said, with a genuine smile. She could tell Jet meant it. It was a good feeling.

***

Loopy waved as Jet left, then, once she was out of sight, zipped up to her treehouse with somewhat more grace than she'd displayed before. Changelings weren't strong in the air, but they were great at pinpoint maneuvers. It came with doing a lot of flying while underground.

She unlocked the door and trotted in, dropping the fake limp. After double-checking that she was alone, she locked the door again and dropped back into her natural changeling form. Her place wasn't that messy, was it? Sure there was stuff lying around. A few pillows. And books. And papers. And some mail. But that was all natural. It was just that she didn't have a lot of places to store stuff. Loopy sighed and threw a spell at one wall. It dissolved, the changeling illusion magic disappearing and revealing the real wall behind it. It didn't take much energy to keep up a simple flat illusion like that, just a stationary image of a wall, a few inches out from where the wall really was.

What it concealed was the result of all the studying she'd been doing, papers and letters pinned to corkboard. Loopy smirked as she looked it over. She'd been tracking things, hearing tidbits from the thugs she'd been beating up. It all pointed to something bigger lurking in the shadows, and tonight she was going to take her first step towards finding out just what that something bigger really was.

She pulled down one of the pinned articles that she'd clipped out of the Daily Fleugelhorn.

[BREAK IN AT THE MUSEUM

The Canterlot Museum of Antiquities was struck by disaster last night as thieves broke into the building and ransacked one of the oldest and most valuable displays. Among other artifacts, the Incanter Disks, donated several years ago by Daring Do, were protected by state-of-the-art security spells, which were all found circumvented or disabled.

Princess Twilight Sparkle has been called to Canterlot to head the magical forensics unit investigating the incident, further emphasizing the skill and danger these criminals present. While she was not available to make an official statement to the press, officials state that she expects to have the crime solved shortly and that the security spells at the museum will be upgraded to ensure this never occurs again.

This is only the third break-in in Canterlot Museum's history, the first occurring since the return of Princess Luna...]

The article ended abruptly where the scrap was torn. It was pinned up alongside notes and shipping manifests and letters that Loopy had, well, stolen. Being a mailmare did have its advantages, and being able to snoop on people's sensitive mail was definitely one of them.

The centerpiece of her corkboard display was a letter she'd intercepted.

[I am glad you are interested in my offer to do business with you. I will have the goods ready for inspection as you have requested. If interested we will require the discussed payment in hard bits. Bank transfers are not in the best interest of my client due to the rarity and quality of the offered goods. We can meet one week from the date this letter was posted, in the Seapony Storage building on the docks.

-C]

Between that letter and the number of new faces in town, she was sure something big was up. A changeling had to develop a good eye for faces. Getting the eyes wrong in a disguise was a surefire way to get caught if you were careless, and all but the most careless ponies would notice even a small change in appearance. It was one reason only the most skilled or desperate changelings would try to duplicate or replace another pony.

She'd seen no less than a dozen faces she didn't recognize in town. Most of them looked tough, with the kind of unconscious stride and gaze that said they knew their way around a fight. If they were somepony's thugs, they were serious thugs with some kind of training. It would be a task trying to take them out, but Loopy had enough stored love to stand toe-to-toe with an earth pony and win a punching contest if that's what it came down to.

Loop D'Loop had kept an eye on them in a few different shapes to get an idea of what they were doing, and it was pretty obvious. They all hung around the docks, and were keeping an eye on everypony that went by. They were either guarding the place or casing it or both, and it was suspicious as Tartarus. They were always in pairs, so Loopy hadn't managed to find a good time to replace one of them to infiltrate the others. But with the letter she'd found, she had a shortcut to the good part.

Put that together with the news in the paper about the break-in, and even a foal could have figured out that there was something going on. It was amazing the guard hadn't found anything out about the deal going down. Mare Do Well was going to catch another evildoer and make a name for herself that might even reach all the way to Canterlot! She wondered if she'd be able to feel love from that kind of distance if it was being directed towards her.

The timeline all worked out. Loopy could feel it in her gut that the stolen pieces from the museum were being fenced in town, tonight. And she was going to stop them. It would be the most high-profile crime she'd ever stopped, and would keep the townsponies talking about Mare Do Well for weeks on end! It was perfect, a way to make herself national news. It was a dangerous thing to do, but exciting as well. High risk and high reward.

She was going to go for it.

Loopy smiled and moved a loose board, revealing her Mare Do Well costume, carefully bundled away and waiting for her. She reached out with a chitinous hoof and touched the hat. There was a notch in the brim. Hardly the only scar on the costume, and she had a few on her chitin to match the worst of those, but the one on her hat was special. Every time she looked at it, it reminded her of the first time she'd taken down a criminal pony. It seemed like a long time ago, but it was only a few months.

***

Liveryburg was quiet. At least for now. Towns tended to attract trouble out of the most unlikely places. Loopy sat on a roof, far back enough in the shadows that ponies on the ground wouldn't be able to see her. The guards had only just left after taking the other changelings into custody. She wasn't even sure why she was doing this. It was dangerous. The guards hadn't asked a lot of questions last time, but if she kept at it, they'd want to know about her.

It was dangerous and stupid, but she couldn't get the rush out of her head, and the love that she'd collected had almost dried up already. She hadn't been careful enough with it, and it had just been so good. So here she was, in that stupid outfit again, hoping to get another fix.

What was she going to do, just hope monsters showed up out of nowhere? It wasn't like Liveryburg was perched on the edge of the Everfree forest. Sure, there were monsters in the woods, but they mostly left people alone. And ocean monsters weren't really likely to show up in town either. She sighed and stood up, ready to go back and give it up as a stupid idea.

Then Loopy felt the terror, like a spike of ice. A scream followed. This was her chance! She started running towards the danger. She didn't know what it was, but the addiction of the love, the withdrawal from running out, it was enough to motivate Loopy to go charging at it at full speed, no matter what was at the end. She jumped from rooftop to rooftop, somewhere between running and flying so she seemed to glide through the air.

A mare was standing in an alleyway, a stallion with a knife standing in front of her. She was pressed against a wall, shivering with terror. Loopy stopped at the edge of the roof, looking down on the scene. The stallion growled at her.

“Drop the saddlebags!” He yelled. She whimpered and slowly started to comply, and he closed on her with the knife. Loopy smiled. It was time to have some fun. She walked up to the very edge of the roof and loomed over them before using just a little changeling magic, sending a chill down the stallion mugger's spine.

He stopped what he was doing and looked around. Loopy used her wings to billow her cape out, and he caught the movement at the edge of his vision, looking up to see her at the top of the roof. After giving him a moment to start to feel fear, she dropped down, slowing her descent just a little, cape flaring out like a shadow encroaching towards him.

Most changelings were focused on positive emotions. Love, happiness, friendship, the things they could feed on. Negative emotions were just something to be avoided, because once people started feeling terror, it probably meant your cover was blown and it was time to leave town. Because of this, changelings largely don't know how a pony in the grips of a powerful negative emotion will act.

For example, ponies feel a surge of adrenaline when they experience something terrifying, like a caped crusader leaping down towards them. This provokes a fight or flight response (literally flight, in the case of pegasai). The vast majority of ponies would choose to flee, and the denizens of Equestria are uniquely skilled at running away from danger, or at least in circles while screaming.

However, some outliers tend more towards the fight end of the response. Some go into the Royal Guard where their skills and temperament can be put to good use. Others go into more dangerous lines of work. The mugger represented a fine example of somepony who, when confronted with something they were afraid of, would lash out with lethal intent before thinking.

As Loopy landed safely, he struck, lashing out with the drawn knife. She jerked back at the last moment, senses sharp from hunger but response time and strength dulled. Unfortunately, the mare she was saving was still too surprised and confused to offer much in the way of a meal. The knife missed her masked face but caught the wide brim of her hat, the sharp blade slicing through the cheap costume fabric easily. She danced back, using her cape and wings to make her movement unpredictable. She was too hungry to be at the top of her form and feel which way he was going to strike, but her rapid serpentine movement was enough to get her some distance before he could cut her again.

“You made a big mistake,” the stallion growled, afraid but holding his ground. Loopy narrowed her eyes. “This here was a private transaction and I don't like you interfering.”

“Drop the knife, punk,” Loopy growled. If nothing else, her natural changeling voice, deeper and with an echo her normal voice didn't possess, was very good for threatening people. “We can do this the easy way or the hard way.”

The stallion charged at her with the knife. Hard way it was. She was focused this time, though, using her long cape to blind him for a moment as she moved in a tight circle around him. She wasn't as strong as an earth pony, so she had to handle this carefully. She grabbed the lid of a trash can and held it under her cape. When he came at her again, she stood her ground and used the lid to deflect the blow with a screech of metal on metal.

Loopy punched him in the snout to establish dominance and he stepped back. It wasn't much of a blow. She'd meant to actually hurt him, and if he had been a prissy unicorn maybe it would have worked. As it was, it just made him angry.

“You little-” He charged again, and Loopy side-stepped it, letting him go past and slamming the trash can lid into the back of his skull as hard as she could, the edge of the lid crumpling with the force. It felt like a pretty solid hit. He took a few steps forward, rubbed the back of his head, and just when Loopy was sure he was going to shake it off, he dropped the knife and hit the ground right after it did.

“Guess he was just too stupid to notice I'd knocked him out,” she muttered.

“You saved me!” Exclaimed the mare. Loopy had almost forgotten about her in the scuffle. She turned to her and nodded.

“Be more careful in these alleys,” Loopy said, not really sure what a hero was supposed to say in this kind of situation. She wasn't even sure what to do with the mugger she'd knocked out. It dawned on her just how little she'd thought ahead. And the gash in her hat reminded her of just how close she'd come to getting badly hurt within seconds of trying this insane idea again.

“I will!” She smiled.

***

Loopy sighed as she looked at the cut in the hat. She'd left it there ever since, just to remind her to be careful and do a little planning once in a while. She'd ended up just leaving after that. Thankfully, the mare had a few friends and they took the stallion to town hall, where somepony was able to actually deal with him. Ever since then, Loopy had started carrying some things that could come in handy. Especially rope. She never knew being a hero meant you'd have to use so much rope! She'd had to start coming up with some awful excuses in town for what she used it for, though at this point she was half-sure everypony just assumed she was some kind of pervert.

Since she liked to dress up in a costume and beat people, that was probably about half right. Loopy looked out the window. The sun was starting to go down. It was time to get to her second job, the one that actually kept her fed. She pulled on the mask, grinning under it.

***

The warehouse was dark, poorly lit, and full of mostly unmarked crates. A single magical lantern sat on a wooden table, illuminating the scene within.

“I'm telling you, this is the real deal. Pure Incanter gold, from the tomb of the king himself!” The speaking pony, a scruffy looking earth pony with an odd accent and dirty brown coat, his mane black with silver streaks through it. He lifted a small crate onto the table and slid the top open. Inside, nestled among straw, were three golden disks, each one studded with a different color of gems. “Would you care to examine it?”

“I brought along an expert,” the other stallion said. He was a unicorn with a coat hovering somewhere between yellow and gray, with a distinct tuft of darker hair on his chin. He nodded to the bored looking pegasus standing next to him, who fluttered her banded wings and suppressed a yawn.

“Please,” the earth pony said, waving dramatically. “I would not expect a man of your stature to have done any less. It was of course wise, though I guarantee that this find is genuine.”

The pegasus shrugged and walked over, picking up one of the disks carefully and examining the markings. She rapidly became more excited, her eyes losing the haze of boredom as they went over the detailed carvings.

“It's genuine,” she confirmed, after running a hoof along a few of the markings.

The unicorn nodded, then looked at the disks' current owner. Or at least the pony who possessed them. “How did you come by such a prize? I heard some nasty rumors that a collection of Incanter artifacts went missing a few weeks ago after a museum in Canterlot was broken into.”

“Such an unfortunate rumor,” the dealer sighed. “I was told that you were looking for something specific from that collection. Something I happen to have.” The stallion raised an eyebrow. “If you are not willing to make an offer, I have many other buyers. I simply came to you first as I had heard of your desire for the Medals of Ohmizet. As you have heard from your own expert, these are genuine. If that alone is not enough to interest you in acquiring them, then I fear you will perhaps never be pleased.”

“No, no. You heard correctly.” The other stallion replied. “Dear, if you could please leave us to discuss the details of this arrangement. I thank you for your time.”

“Of course, sir,” the small mare said, stepping out of the room and shutting the door behind her.

“Now, Mister C, I believe we had an arrangement at ten thousand bits...” The unicorn placed a large bag of bits between them.

“That's Doctor., not Mister And I think you'd agree the price is fair for a unique find.”

Above them, watching through a skylight and unseen in the dark, was a masked figure.

Loopy examined the scene carefully. She needed to make a big, impressive entrance. There didn't seem to be any thugs hanging around, so her best bet was to drop in from above, surprise the two, and take them both out in the confusion. She had grabbed a few things the last time the Flim Flam brothers were in town that would do just the trick.

Reaching into a pocket sewn into her costume, she took out a smoke bomb and crushed the fuse, rolling it through the small gap she had been listening through. It landed with a quiet metallic sound like a bit falling. The unicorn and scruffy-looking earth looked around, their discussion halting.

“What was that?” The earth pony asked, concerned.

“Probably nothing,” the unicorn shrugged. “Maybe they have rats.” Loopy felt an odd mixture of feelings between the two. The earth pony was on edge from the sound, but the unicorn was more worried about the other pony, not about whatever was in the dark.

The smoke bomb hissed into action as the pressure-activated fuse caught, clouds of smoke billowing out. The two ponies started coughing. Loopy stood up. It was time to get to work.

The skylight shattered as she stomped on it, catching herself with her wings to keep her fall nice and slow, her cape making her appear as an almost amorphous shape in the smokey light. She adjusted her fall to land right on the table between them, scattering the bag of bits on the ground.

“What?!” the earth pony yelled, reaching for a weapon.

“Mare Do Well?!”

Loopy smirked, standing up to her full height and rearing back. It was time to get some work done.

Author's Notes:

I'm trying out a new writing style with this one where I plan things out in advance instead of just writing whatever comes to mind at the time. Crazy stuff, I know. Took a while to get this out as I scrapped what I had and wrote it all over again a few times. I feel a little better about it now.

Next Time: Mare Do Well fights for her freedom. Her first mistake is fully realized. We learn what terrors keep the dark mare awake at night.

Shot In The Dark: Mountebank

The Dark Mare
Shot In The Dark: Mountebank
by MagnetBolt

The glass rained down like a shower of glittering razors as Mare Do Well slammed into the table, cape blocking out the light and plunging the room into shadow. The smoke from the pyrotechnics she'd thrown in was starting to fill the room, making even the large warehouse feel claustrophobic. She kicked the bits off of the table, the bag spilling onto the floor.

“Mare Do Well?!” The unicorn exclaimed, surprised, taking a step back. “How did you even- this was supposed to be a secret meeting! No one knows about it!”

“You can't keep secrets from me,” Loopy said, with a smug smirk. This close, she was able to feel the emotions of the two stallions keenly. Behind her, the scruffy earth pony that had brought the stolen museum pieces to the meeting was grabbing them from the ground where they'd fallen. And she felt something else. A surge of anger. She turned just as he pulled out a crossbow, firing it with one hoof. Loopy deflected it as she dodged, not using enough magic to be obvious. To the two stallions it just looked like she'd moved barely enough to avoid being hit.

For Loopy, being Mare Do Well was more about style than substance. She had to keep the legend going or else there wasn't really a point to it. As the stallion struggled to reload while holding onto the medals, she jumped at him, bucking him in the shoulder with a flying kick. He dropped what he was holding and fell back over a crate.

“You're ruining everything!” The unicorn yelled. Loopy turned to look at him.

“You made a mistake when you thought you could run your little criminal organization in my town.” She'd seen the signs. The new thugs, the way that things were becoming more organized, the way criminals were starting to work together. Changelings were masters of conspiracies. They were usually the ones behind them, but they could see them coming from a mile away, too. There was something big brewing in town, and she was still working out just what it was.

“You idiot,” he growled. “I've been planning this for months-” before he could answer, the earth pony stood up, a flask in his hoof.

“I am sorry to cut our meeting short,” he said, shaking the flask. It started bubbling. “If you escape, perhaps we can do business again! But a wise stallion knows when it is time to leave!” He threw the flask at Mare Do Well, and it exploded into a ball of flame and light. Loopy knocked over the table, taking shelter behind it. She wasn't hurt, but a wall of fire was preventing her from getting to the earth pony, who was already escaping through through the back door.

“No!” the Unicorn shouted, running towards him and being forced to stop by the heat. “The son of a donkey slipped through our hooves again!”

“Again?” Loopy asked, frowning. The unicorn turned to look at the masked mare, and the front door of the warehouse burst open, a dozen ponies rushing inside, a mix of earth ponies, unicorns, and pegasai. Leading them was the pegasus the unicorn had come in with, having traded her bookish outfit and glasses for armor.

Royal Guard armor. All of them were wearing it. It changed their coat and mane colors, but she could still recognize most of them, thanks to her skill with memorizing faces. They were the odd new ponies she'd seen hanging around the docks. Suddenly, the military bearing made sense. The way they'd been watching other ponies. The way they'd always moved in groups.

They weren't just thugs, they were professional thugs, working under the orders of the Princesses. And Loopy had a feeling that they were very upset with her. The unicorn took out a small ceremonial shield and pinned it to his shirt. Loopy felt herself start to sweat, as much as a changeling could sweat. He wasn't just a Royal Guard. He was a Captain.

“You two, get after him,” the unicorn yelled, to two of the pegasai. “Maybe if we're lucky we'll still be able to catch him despite this mess! As for you-” he turned to Mare Do Well. Loopy was backing away. She could feel a cold grip of panic coming over her. “You're going to take off that mask and come with us quietly.”

“Sorry, that's not part of the plan,” Loopy said. She reached into a pocket and grabbed a flare, throwing it towards the guards. One of the unicorns caught it with magic, and it exploded into blinding light. In daylight it would have been bright, but inside, in a dark warehouse, with everypony's eyes used to the gloom, it was painful. They screamed and covered their eyes, Loopy the only one ready for the flash and turning to flee, jumping over a line of crates.

When the Guards' eyes cleared, Mare Do Well had vanished into the shadows and the fire was starting to spread. The flare was doused, and the only light in the warehouse was thrown by the flames creeping along the boxes.

“She can't have gone far,” the Captain said. “Keep this exit covered. Clear Waters, help me get this fire out before the entire waterfront burns down.” One of the unicorns stepped forward to help the Captain, each working from one end of the blaze to meet in the middle.

Loopy watched from the shadows, trying to decide how she was going to get out. They had one exit covered too well. Even though they were spreading out, there were still a half-dozen ponies waiting near that door. The skylight was unguarded, but she'd have to fly out into the middle of the warehouse to even get close to it, and one of the pegasai was still in there with her. She'd never get to it before he intercepted her, assuming the unicorns couldn't just pull her right down in a magic net or something.

That only left one way out. The way that the real criminal had escaped. Loopy crept towards the door, sticking to the deepest shadows. This was where her changeling magic came in handy. She couldn't turn invisible or teleport like a unicorn, but she could warp emotions and perceptions, make it so ponies looking at her were distracted or ignored her. She wasn't sure if it would work here with guards looking specifically for her, but she had to try. It could mean the difference between life and life imprisonment.

“Spread out! I want her found!” the Captain yelled. Loopy froze, pressed up against a row of crates. The fire was nearly out, and the warehouse was darker for it, but more lights were starting to take its place, the four unicorns using their horns to cast beams of light and search through the gloom. She wasn't sure she was going to be able to get out of this without a fight, and if it came to a real struggle she was probably going to lose. They were better trained, stronger, and armored.

Then again, she had advantages they didn't. She checked her remaining tricks. She was out of flares, and her smoke bombs were gone, but she had a good length of rope, a bolo, and most importantly, she had her changeling magic. She just had to hope the guards hadn't been trained to resist it. If they were, she'd only make a fool of herself.

Loopy ducked down further as a beam of light played over the crates she was hiding behind. She had to get to the door before they found her. Once she was in the dark again, she stalked forward, almost crawling along the ground to stay as low as possible, hoping that she'd be able to creep along the wall towards the door.

She hissed as a guard walked right up to her escape route and took a post at the door. That made her job even harder. She couldn't just sneak out. She needed a distraction of some kind. She stopped, sitting down, and considered her options, what few she had left.

***

“Do you see anything?” Kicker asked his partner. The unicorn shook his head, obviously annoyed. They were on the far left of the search teams, sweeping the area nearest the wall.

“Keep quiet. She could be anywhere. These crates are turning this place into a maze.” The unicorn swept a beam of light over a stack of crates and stopped. The very edge of a piece of indigo fabric, moving slightly, whatever it was attached to concealed by the wooden boxes. The unicorn bumped his earth pony partner and pointed. Kicker nodded, and the two crept closer, trying to stay quiet. If they nabbed Mare Do Well at least the night wouldn't be a total failure.

They jumped as they got close enough, leaping around the corner without looking. And they found that the fabric was just a patch, torn from Mare Do Well's cape and stuck on a loose nail. Just before they were able to groan in disappointment, there was movement.

The unicorn looked down, the light showing a coil of rope around them. They had just enough warning from that to yell before it tightened, the noose catching them both by the back legs and dragging them into the air, the rope flung around a hanging hook and a heavy crate serving as a counterweight as it fell from the top of a high stack of boxes.

***

Loopy smiled as her trap caught the two guards. The Filly Scout manual she'd been given by the foals she'd rescued from Old Hickory came in handy sometimes. The shouts of alarm and the crash of the falling crate served as a wonderful distraction, getting the attention of the guards. And once she knew where their attention was, she knew where it wasn't.

She edged around the approaching guards, trying to slip through their lines. Unfortunately, with the space in the center of the warehouse cleared out, she had to choose between making a break for it (and exposing herself out in the open) or barely making any progress at all. The Guard captain and two of his men were still there near the table.

Loopy's bolo wasn't going to do her much good. Even if she managed to entangle one she'd still have two more to deal with. She'd have to get clever. And the bits on the floor gave her an idea. She didn't need them, but a changeling was nothing if not familiar with greed.

***

Sergeant Pauldron saw something out of the corner of his eye. He turned to look, and saw the bits lying on the floor, gleaming in the limited light. He sure could use a few more bits, it seemed to whisper to him. Sure, it was Guard money, but he was a Guard, and they sure weren't paying him enough for this, standing around in armor in the middle of the night in some strange town. Didn't he have somepony back home he'd rather be spending the night with?

A few more bits could go a long way towards making up for all those lonely nights. Maybe he could just pocket a few without anypony noticing. It seemed like a good idea. There were bound to be a few missing anyway and it wasn’t coming out of anypony’s pay. It was just lining his pockets a little.

Sergeant Pauldron reached down and scraped up a few of the loose bits.

***

Lieutenant Hardback stood next to the Captain, watching his back. The unicorn had a keen intuition that had saved his life more than once, and he didn’t like what he was feeling now. The orders to bring Mare Do Well in didn’t sit well with him in the first place, and now she was running them around in circles.

“How hard is it to find one mare in a warehouse?” He muttered. There was still smoke in the air that made the entire warehouse hazy and somehow sinister. And with most of the Guards running over to help Kicker and his partner it was a prime opportunity for something to happen.

His intuition told him to look to his left. Sergeant Pauldron was scooping up bits from the ground and secreting them into a pouch in his armor. Hardback’s eyes narrowed, and he turned to face the pony, stepping over and knocking the bits from his hoof.

“What are you doing?!” Hardback demanded. Pauldron frowned and pushed back.

“What’s it to you?” Pauldron shouted. Both of them could feel anger welling up inside them, an odd, uncontrollable, unfocused frustration and rage. Hardback shoved Pauldron hard enough to make the earth pony stumble, and then the gloves came off. Pauldron’s hoof flew into Hardback’s face, knocking his helmet off.

“What in the hay has gotten into you two?!” the Captain yelled, trying to pull them apart. Hardback grabbed the overturned table with his magic and slammed it into Pauldron, sending the pony crashing into crates hard enough to break them, packing straw and jars of zap-apple jam falling out.

***

As the fight escalated, Loopy dashed across the warehouse behind the fighting ponies, making a break across the open area now that everypony was looking somewhere else. She was just lucky the Guards hadn’t been trained to resist changeling mind tricks. All it took was a little push towards greed and desire, then a lot of anger to fuel the fire until somepony started throwing punches. With any luck they’d buck each other so hard they’d both be out of the fight.

She avoided the light spilling in from the skylight and got to the shadows on the far side of the building. Now she just had to make her way to the back door.

There was still one pony left there, an earth pony who was keeping his post despite everything going on. She felt a rush of excitement. She could handle one pony. She just had to get rid of him and keep him busy long enough that she could get past him and out into the night. Once she was out of the warehouse there was no way the Guards would be able to catch her. She knew this town better than they did, and once she was out of sight she’d be able to turn into anypony she needed to so she could escape.

She crept past the burned crates from the criminal’s escape, ashes softly crunching under her chitinous hooves. The Guard at the door looked uncomfortable, part of him wanting to go and help with everything that was going on, but obviously too professional to just leave.

Loopy was starting to hate that professional attitude. It was making things difficult. A lone changeling had a much better chance when her opponents were disorganized. She still had one trick left, though, and it was just the thing for this situation. She took out her bolo and twirled it above her head. The stallion caught the movement and looked, just as Loopy threw it.

The bolo wrapped around his legs, tangling him up and sending him to the ground. He grunted and, before he could yell for help, Loopy jumped past him and out into the dark. She felt a surge of elation as her hooves pounded on the cobblestones. She was out and free and there was no stopping her now.

That happy feeling lasted for only a few seconds before somepony streaked past her to land in her path, forcing the changeling to stumble to a halt. The banded-winged pegasus stood in front of her, the mare smirking as she looked at the masked mare.

“I knew you’d try to get out. I just wasn’t sure if it would be the skylight or the back door. Glad I waited outside.” She spread her wings menacingly, trying to make herself look bigger, and took a step towards Loopy. “Give it up. There’s no way you can outrun me. I’m the fastest flyer in the Guard.”

“I just want to leave,” Loopy said, growling. She could tell this one would be trouble.

“You aren’t going anywhere. With all the noise in there you’re guilty of resisting arrest, assaulting a Guard officer, and whatever crimes you committed with that mask on. If you give up I might not accidentally drop you a few times while I take you into custody.”

“Not an option,” Loopy said, jumping at the Guard. She might not have been able to outrun the pegasus, it was true, but there was more than one way to skin an apple. The usual tactics of fear and surprise weren’t going to work, so she’d have to rely on stupid brute force. Loopy hated doing it, because it meant using up her stored love faster than just about anything else.

The pegasus was surprisingly nimble, avoiding the pounce and ducking to the side. Loopy tried to shoulder check her, but the pegasus flew up to avoid it, coming down with a hard kick, bucking Loopy in the jaw hard enough to break a fang and send her to the ground. The changeling coughed, ichor dripping from her wounded mouth.

“You like it rough, don’t you?” The pegasus asked, laughing. “You’re not as strong as I was expecting. I guess you’re just all legend and nothing to back it up.”

Loopy groaned and stood. “Come over here and say that.” The pegasus obliged her, flying up and coming back down to try and repeat the kick. Loopy panicked and let out a blast of energy, catching her in the face with a burst of green light. She screamed and fell back, smashing through a window. Loopy cringed. Now that was definitely assaulting a Guard. She’d put a lot more power into it than she’d intended, and it sounded like she’d actually gotten hurt instead of just being knocked out.

Still, Loopy wasn’t planning to stick around and find out. She could feel that the Guard wasn’t dead, and that was going to have to be good enough. She ran off into the dark, feeling her heart pumping in her chest.

***

Loopy stopped in an alleyway when she was far away enough, trying to catch her breath. Her mouth hurt, but it was already starting to heal thanks to the love she still had stored up. By morning the only sign that she’d been hurt at all would be one fang slightly shorter than the others. She shivered, her membranous wings fluttering for warmth. She’d almost been caught. She’d had to assault the Royal Guard just to get away. Whatever reputation she’d had as Mare Do Well was well and ruined now.

She took off the hat, looking at the cut in the brim, the places where she’d mended small holes and scrapes. She’d almost been really hurt a few times while putting on this little act, and if she kept going through with it, she’d probably end up like all the other changelings she knew about.

Loopy looked up at the sky. She’d been there when they’d taken them away.

***

A metal cage, really too small for the dozen changelings it was supposed to hold, was brought in by the Royal Guard. The townsfolk had been relatively gentle with the unconscious changelings, tying them up with rope and locking them in a closet in Town Hall.

The Guards were fresh from Canterlot, having made sure the city was secure and eager to get some revenge on the changelings that had made fools of them. Even with so many Guards in the city, they hadn’t been able to do anything to stop the swarm from taking over. All that warning and preparation and it had still been worthless.

Loopy wasn’t really surprised. They hadn’t understood the true nature of the threat. Ponies had almost no defenses against mind magic like what the changelings used. She watched with Jet as they loaded the restrained changelings into the cage. She winced as she saw them throw them in with no regard for how they landed. She saw at least one wing snap.

“You okay?” Jet asked. Loopy nodded.

“Yeah. I’m just… still kind of feeling strange after everything that happened. I got stuck in that gross bug thing for hours!” She feigned disgust. After she’d freed the townsponies as Mare Do Well she’d rushed back home and put herself in a cocoon so she could explain where she’d been all along.

“I get ya,” Jet agreed, nodding. “I heard they’re gonna take those things back to Canterlot so they can do experiments on them and find out where they come from.”

“Experiments?” Loopy asked, feeling sick for real. She imagined unicorns strapping them down, slowly taking them apart to find out how they worked. Growing up in the hive, she’d heard all kinds of stories about what ponies would do if they caught you without a disguise. They’d cut off your wings or seal you in a jar or pin you to a wall like some kind of grotesque display.

She hadn’t believed they were real, but she could feel the way the ponies around her felt satisfied at the display of force, even though almost all of it wasn’t needed. They liked seeing the Guards get rough with the changelings. It was scary, in its own way.

***

Fear of getting caught had kept her from becoming Mare Do Well until the hunger for fresh love was too strong to ignore. She’d had nightmares about being caught by the Guards and thrown in a cage of her own, a new set of fears to go along with the terror of what might happen if Queen Chrysalis ever found her. Just because a lot of changeling scouts went rogue didn’t mean she wouldn’t find ways to torture each and every one of them.

Loopy took off the rest of the costume and, in a flash, put on her real disguise as a normal pegasus pony. With the guards it was just too risky to keep being Mare Do Well. Her plan to win big and become a national hero were in the trash, and it was time she put the costume there too. She couldn’t take it home – it’d be damning evidence of what she was. She opened the lid of a trash can and dumped the costume inside, holding onto the hat for a moment. There were a lot of memories in the costume. It was hard to get rid of.

She sighed at her own sentimentality. It wasn’t like a changeling to get so attached to an identity, especially a faceless one like Mare Do Well. She tossed the hat into the trash can and walked away. Maybe it was for the best. With all the Guards in town it wasn’t like they needed another protector.

***

When she finally got home, having assumed half a dozen disguises on the way there to make it impossible to track her, Loopy looked at the notes she’d made, the mail she’d taken, the little world she’d built out of facts and figures.

It had all been useless. She’d been as much in the dark as everypony else. She’d thought there was some big criminal conspiracy but it had just turned out to be the Royal Guards, and the only one who’d almost fallen into the trap had been her. She tore down the letter she’d put in the center of her web of information, throwing it to the floor. It was all pointless.

She tore down another article. Then a note. Then more. She just threw it all down in a pile, feeling something in her chest. A pony would maybe have called it regret. She was a changeling, though, and Loopy had to remind herself she didn’t have emotions like that. The closest thing a changeling had was the annoyance of having missed an opportunity. She’d been pretending to be a pony for so long she was losing herself in the act.

Loopy sighed, resting her forehead on the wall. It was all such a mess. She’d hurt somepony she shouldn’t have. She’d almost been arrested by the Guard. Her moonlighting as Mare Do Well was truly over. What else could go wrong today?

She resigned herself to getting some sleep and hoping the morning was better. She threw the papers in a box and shoved it under her bed. She’d have to dispose of it properly in the morning. Then she turned out the lights and flopped onto the mattress, trying to get comfortable.

Loopy usually didn’t have problems sleeping, but the panic was still eating at her. And there was a sense that she had forgotten something. Even if most of the guards had been the ones she’d been seeing around, there were here for a reason. And if there was that scruffy stallion with his stolen Medals, there had to be more. Maybe there was a criminal conspiracy brewing after all.

Loopy rolled over, trying to quiet her mind. It wasn’t her problem anymore.

***

“Overall, it could have gone better,” the scruffy stallion said, sighing. “But at least we still have the Medals.” He put them on the table, the lantern overhead making the jeweled disks gleam. There were three other seats at the table. Two were occupied.

“Indeed. Though, at the least, I would say our time was not… entirely wasted,” said a voice from the darkness, a huge shape circling the table just out of the light.

“Only becauth of Doctor Caballeron’s dumb luck,” snorted a bandaged unicorn. She laughed and put a hoof on the table, frost forming around it. She leaned into the light, and stared at the stallion with uneven eyes, one glazed over like a marble of frost and the other blazing red and raw. She smiled with a lipless grin. “If Mare Do Well hadn’t been there you’d be rotting away in a thell!”

“Yes, Mare Do Well… she’s been a bit of a thorn in our side,” agreed the voice from the dark. “As has the dear Captain. I believe this is the third time they have tracked us down. I am surprised at the persistence they show.”

“We should skip town!” Yelled a griffoness as she leaned over the table and grabbed one of the Medals. “We haven’t seen a bit since we stole these! We were supposed to get rich and instead we’re just sitting here! We’re going to have to lie low for so long that the only way we’re gonna get anything from this take is as a retirement fund!”

A massive hand came out of the darkness and grabbed her by the back of the neck, pulling her up to look her in the eye. She cowered as she looked into the masked gaze of the minotaur prowling around them.

“We need patience. Do you not trust me?”

“Y-yes boss,” she said, going limp and looking down at the deck submissively, not able to meet his gaze. The minotaur put her down gently.

“Good.” He stepped away. “You are not entirely wrong, though. I don't want to hold onto these artifacts either. They do us no good on their own. But I suspect if we go to another town we will find that our dear Captain Brass Shield has simply laid another trap for us. He has already laid three in as many months, and I grow tired of the chase.”

“Didn't you say it was-” the stallion said, raising an eyebrow.

“It was amusing, yes. At first. But it has ceased to be so. He has gone from being clever to simply trying to drown us in horsepower. We are going to put an end to this little game of ours.”

“What, we're going to kill him?” the griffon asked, rubbing her neck.

“We're going to use this Mare Do Well situation to our advantage. It will distract him, and I intend to provide him with further distractions. When the time is right, and his army has been whittled down to nothing, then we will strike.”

“And then we'll kill him?”

The minotaur sighed. “If necessary.”

***

Jetstream yawned. She hated being on the morning weather patrol sometimes. Having to make sure things were just so at the break of dawn. Even Celestia probably didn’t have to wake up at this hour. A flash of purple caught her attention below. She flew down, curious.

Sitting in a trash can was a purple costume. Jetstream felt herself shaking with a mix of emotions as she picked up the hat that was lying on top.

Mare Do Well’s hat.

Author's Notes:

She's already given up?! But it's only the second part!

Next Time: The master of disguise. The search for Mare Do Well's identity. Princesses.

Balancing Act: The Princess

The Dark Mare
Balancing Act: The Princess
by MagnetBolt

Princess Twilight,

Attached is the full report on our findings to date about the vigilante known as Mare Do Well. Unfortunately, at the time I write this, we have yet to capture her or the criminals we originally intended to rid this town of. The guards involved in the incident have submitted their own full reports which you can read in detail, but I take it upon myself to summarize things for you.

In short, we screwed up.

Mare Do Well interrupted our operation to get the Medals back and capture the thief, which we can now positively identify as Doctor Cabelleron. She no doubt intended to capture him herself, though I have no idea how she could have found out about the meeting. Unfortunately, the Doctor was not unprepared for an interruption and managed to get away before the other Guards could apprehend him.

Though it was perhaps poor judgment on my part, I used the bulk of my horsepower to try and apprehend Mare Do Well, as I thought she was trapped and would be easy prey. As per your instructions we were going to hold her until you could question her. However, she managed to make us all look like fools.

Three of the ponies under my command are in the hospital. Sergeant Pauldron and Lieutenant Hardback got into a fight for reasons neither can remember, and are both expected to make a full recovery. Flight Lieutenant Songbird's injuries are more severe and we are still waiting on a prognosis, though early indications are that she might be out of action for significantly longer.

I hope to have progress to report before our next meeting.

- Captain Brass Shield

***

Brass Shield looked at the parchment and sighed before rolling it up and putting it in his outbox. He didn't like reporting directly to the princess like this. He was used to working without any oversight at all. But after Shining Armor had left active duty, he – of all ponies – had been chosen to replace him. Brass Shield would rather be getting his hooves dirty finding information and bucking heads than stuck in an office, and he had been doing just that in his search for the mysterious organized crime syndicate known only as Labyrinth.

They'd chased rumors and traced crimes for months, and though they'd gotten a lot of the low-level thugs off the street, the really important members, the core group that made Labyrinth what it was, were all still at large.

The operation last night was supposed to change that and get part of the inner circle in their hooves, but because of Mare Do Well's interference the chance had slipped away. Brass sat back on his haunches. It was a rare moment of quiet in his new life, the responsibilities he had to juggle just a little farther away now. He closed his eyes and thought back to when he'd been stuck with this assignment.

***

Brass Shield paced back in forth in the hallway. He hated being stuck in Canterlot. Here at base, he was stuck waiting, filling out forms, making reports, doing all the things that didn't actually help get anything done. He and his men had been called back temporarily after their last mission, which had had them chasing after a dangerous rogue who had, unfortunately, escaped their grasp. The longer he waited here the colder the trail was going to get.

He had been hoping to get right back to work after explaining why they'd failed to apprehend the sorceress that was being called the White Windigo, but instead he'd had to pass through three exams to make sure he wasn't a changeling or worse, fill out enough paperwork that they must have clear-cut a forest just to get the forms ready. He hoped this wasn't standard procedure now. Otherwise they might as well not have a Guard at all for all the actual work they were getting done.

“Captain Brass Shield,” Somepony said, behind him. He turned and smiled as he saw Shining Armor walking towards him. He saluted, and Shining Armor laughed and waved for him to stop. “Come on, Brass. You don't need to salute me. I'm not the Princess, I'm just married to her.”

“Give me some credit, Armor. I haven't had to salute anypony since that changeling debacle.” Brass laughed. “If you hadn't been the one to ask me to take your place I would have refused even if they busted me down to peeling potatoes.”

“I needed somepony I could trust to take over for me,” Shining Armor said. “Come on. I know you like to walk while you talk.”

“And while I think. You never break all the habits you learn on patrol,” Brass said.

“I know. And you made sure I got used to being on my hooves all day when you took me under your wing.” They started walking down the corridor. “I heard about your assignment. And all the setbacks you've had.”

“Armor, if this is your way of trying to give me tips, I have to tell you dragging me here was a lousy way to do it. And if you're trying to tell me I'm getting old, I'll buck you right back to the Crystal Empire.” Brass smirked.

“No, no. It's nothing like that,” Shining Armor said, laughing. “I know you had plans to go to Liveryburg next.”

“You've been reading my reports,” Brass teased, with an accusing tone. “And here I thought you were really nobility. You should know from experience that reports are supposed to be filed away and forgotten about until it's too late to act on them.”

“Sorry, Brass. I'll try to avoid doing anything useful in the future. But the thing is, my sister heard about where you were going and asked if I could introduce you two.” He smiled nervously. “I think she wants to put more on your plate.”

“Wonderful. I really needed to worry about more than just Labyrinth,” Brass sighed. “Lead the way, Armor.”

***

Princess Twilight was not the picture of royalty that Brass Shield had expected. When they got to the library she was looking over reports and newspapers so intently that she didn't notice them until Shining Armor tapped her on the shoulder, making her drop the half-dozen bundles of paper that she'd been holding in the air with her magic.

“Don't sneak up on me like that!” She said, trying to sort the piles. “I was trying to figure out the mystery!”

“I brought Captain Brass Shield like you asked,” Shining Armor said. The Captain was frozen in a salute, a little stiffer than the one he'd given her brother. Twilight smiled sheepishly.

“Right. Sorry. Captain, I wanted to know if I could ask you a little favor.” Twilight put the papers down and walked towards him.

“I've sworn to obey all orders from the Princesses, Ma'am,” Brass Shield replied.

“I-it's not an order!” Twilight stammered. “It's just a request. I was having dinner with Cadence and my brother and we were talking about things, and he mentioned your report and I thought I could help because I'm good at solving mysteries, and then I got some of the local papers and older reports and-”

“Twily, slow down, take a deep breath...” Shining Armor patted her on the head like she was a foal. She stopped and took that deep breath before starting again.

“Okay, so, I was reading your report and I ended up doing research on Liveryburg. I was looking at the recent news and I saw this!” She grabbed a newspaper and held it in front of Brass Shield. The headline read 'Mare Do Well Saves Foal From Runaway Orphanage'.

“Yes, Ma'am. I did my research as well.”

“Good. Then you won't mind catching her for me.” Twilight smiled.

“...Ma'am?” Brass Shield dropped the salute and looked at her, raising an eyebrow.

“I know you're doing important work, but if you're going to be in town anyway, I want you to try and convince her to come talk to me.” Twilight hesitated. “If she doesn't cooperate, arrest her. But don't hurt her or anything. I just need to make sure that she isn't... that she's the right pony for the job.” Twilight sighed.

“She seems to be doing a good job,” Brass Shield pointed out.

“Yeah but... she's also got an awful lot of publicity. I need to be sure that she isn't just using the name for some kind of personal gain. And that she isn't some foal who's going to get hurt because of me.” Twilight sighed.

“Because of you?” Brass Shield frowned.

“I and my friends were the original Mare Do Well. We sort of made up a masked identity so we could teach our friend a lesson. Though maybe it would have been better to just talk to her about it- anyway, the point is, it's my responsibility to make sure no one gets hurt. I just want to talk to her. If she's doing it for the wrong reasons I'll ask her to stop. If she isn't, then... well, we'll see what happens if it comes to that.”

“Yes Ma'am. As you command.”

“No, it's not an order! It's just a request. A favor.” Twilight smiled nervously.

“Twily, you're going to have to get used to giving orders. You're a princess.” Shining Armor smiled at her. “Don't worry. I'm sure Captain Brass Shield will do just fine.”

***

And now, despite all the faith the young stallion had put in him, and the trust the Princess had implied by asking him for a favor, Brass Shield had failed to get even one thing done. He put his head down on the desk and sighed. Before he could gather himself, there was a knock on the door. Brass Shield sat up and shuffled some papers before answering.

“Come in,” He said, finally. Private Kicker saluted as he stepped in.

“Sir, you asked to be notified when Flight Lieutenant Songbird woke up.”

“Good. Maybe we'll actually get something useful. Come on, Kicker. I bet she's going to want to tell us all about how Mare Do Well got the drop on her.”

***

“I told you, I don't know anything,” Songbird said, groaning. “The last thing I remember, I bucked her in the face and I was about to take her down and then something hit me like a runaway buffalo.” The pegasus was lying in a hospital bed, her armor replaced with a hospital gown. Bandages covered her right eye.

“Did she say anything to you?” Brass asked. “Anything at all?”

“Nothing that mattered. The same crap that perps always say about not wanting any trouble and how she just wanted to walk away. You know how it is.” Songbird sighed and rubbed her bandaged eye.

Brass Shield nodded. He'd heard it all before. “Sorry for having to come here while you're still recovering. I wanted to talk to you while your mind was still fresh.”

“My brain feels like it's been twisted inside out,” Songbird complained. “The whole time I was knocked out I had awful nightmares. I don't know what that little freak hit me with but it really knocked me for a loop. She didn't even seem that strong.”

“She had a lot of tricks,” Brass said. “Kicker and his partner were strung up like caught rabbits, Pauldron and Hardback are up on report for fighting with each other. Though I think she must have done something to those two. I'm not sure what yet. From what we found it seems like she was using smoke bombs, flares, rope, the kind of things anypony could buy.”

“Great,” Songbird growled. “But in a small town like this there can't be that many buyers...”

“Except it was all Flim Flam junk. You know those two hucksters. They haven't kept an honest book in their lives, if they keep books at all.” Brass snorted. “There's still a warrant out on them for tax evasion.”

“I thought you dropped the charges after they turned stool pigeon on that Labyrinth bookie,” Songbird said, confused.

“Only for the fraud charges. The Royal Revenue Service wouldn't drop the tax evasion charges even if Celestia ordered them to. You know how they are. How does the RRS motto go...” Brass rubbed his chin.

“Nothing is more important than your health, except for your money,” Songbird quoted, snorting. “A bunch of horned weasels. They'd foreclose on a bird's nest if they could get away with claiming it didn't pay property tax.”

“Trust me, I know,” Brass Shield said, smiling. “So, what did the doctor say?” He'd had a small chat with a nurse, but he wanted to know what Songbird had heard from the experts, and how she was doing mentally.

“He said the attack had given me severe neural shock,” Songbird said, frowning. “I don't know what that really means, but I can tell you it feels pretty awful. Apparently none of the painkillers they have can help with it. And...” She touched her bandaged eye. “...I guess you already know.”

“Songbird...” He sighed.

“They say I'll probably never see out of this eye again. And even if I do the neural shock is just going to make it so painful that trying to look at something with it will feel like somepony's clawing my eye out.” She shivered. “I- they want to take me for surgery and have it removed to control the pain.” She sniffled, holding back tears.

“I'm sorry, Songbird. I'll put in the paperwork to get you transferred back to Canterlot. They might be able to get you a better second opinion there. If you do need surgery, I'll make sure the Guard covers it. We take care of our own.”

“Brass, you don't get it! No one wants a pegasus with no depth perception!” Songbird sat up, her eye red. “If they- I'll have to leave the Guard!”

Brass frowned. “I've seen plenty of ponies worse off than that in the Guard. Like Lefty. He's missing two legs, an eye, and an ear, and he still bucks harder than just about anypony I know.”

“Lefty isn't part of the flight division!” Songbird snapped. “It's different for pegasai!” She rolled over, facing away from Brass Shield. He sighed. The pegasai had their own rank structure and chain of command ever since the Griffon Wars had made it a necessity. Brass knew they were strict about their requirements. It was entirely possible an injury like that would be an automatic honorable discharge, regardless of what Songbird wanted.

“Let's handle this one thing at a time. You just need to focus on getting better. Tropical Storm can take over for you here.”

“No, I need to focus on getting Mare Do Well!” Songbird yelled. “She did this to me and she's not going to get away with-” she stopped and grimaced, touching the side of her head. Her pain was obvious, and there was nothing that could be done to help it. “I'm going to catch her with my own two hooves. If I can do that, at least I'll have revenge on her for this.”

“Songbird, don't make me order you to rest,” Brass Shield said, with a frown. Songbird glared at him and got out of bed.

“Do you want to make this official? You want to make sure I can't even get an honorable discharge?!” Songbird yelled, strapping on her armor. She looked at the helmet, holding it in front of her face for a moment, then slamming it on over the bandages, wincing at the pain.

“You're making this more difficult than it has to be. Mare Do Well isn't even a priority. We're here for Labyrinth.”

“Not even a priority?! She assaulted officers of the Guard!” Songbird stepped up to Brass Shield and prodded his chest aggressively with a hoof. “You're just going to let her get away with it!”

“You're putting words in my mouth,” Brass Shield frowned.

“I'm going to bring her in,” Songbird said, walking past him. “If you want to go after Labyrinth that's fine. But Mare Do Well made this personal when she did this to me and I'm not going to let her escape just because you don't have what it takes to catch her.”

“Songbird-” Brass cautioned, just before she took off, flying out into the hallway at high speed, clumsily knocking over an IV stand and scattering papers from the nurse's station as she over-corrected.

Brass Shield sighed. It was going to be a long day.

***

Doctor Caballeron watched his trap intently. Unlike some of his colleagues, he did not care to go hunting for his prey. He allowed it to come to him, and he always researched his target to make sure he had the right prey.

Sometimes, that meant befriending some primitive locals and allowing them to distract what they saw as an interloper in their sacred burial sites while he made off with the prize that interloper had been after all along.

Sometimes it meant placing clues for the Guard so they would be too busy protecting a shipment of bits so his colleagues could break into a museum and take something extremely valuable from a display case while the Guard was on the other side of the city.

In this case, it meant finding out the favorite prey of a timberwolf. He'd used a sophisticated poison derived from a rare tropical flower to paralyze a rabbit, and strung it up over a pit. The rabbit was finally awake and starting to struggle. It was too bad that the poison wouldn't work on the wolf, or else he would have had an easier time capturing the beast for his plan. His current employer was counting on him to do something about the Guard situation, and Caballeron had just the thing.

***

“Loopy you gotta believe me, it's the coolest thing ever!” Jetstream pranced around her, wings stretched wide with excitement. “I was flying around last night coming home from weather patrol, we had that special night session because we're working to get rainclouds together to take care of this drought, remember?”

“...No, not really,” Loop D'Loop said, shrugging. “I don't go to weather patrol meetings, remember?” They had met to shop for food, or at least for Loopy to keep Jet company while the real pegasus shopped for food, but soon after she'd gotten to town the silver pegasus had dragged her away to a corner of the town square that was out of the beaten path. The only company they had was an earth pony playing a harp nearby.

“Oh right. Because of your flying... thing.” Jetstream bit her lip. Loopy rolled her eyes. Jetstream considered it a sensitive topic, even if Loopy didn't care much. To a real pegasus, the total inability to do any weather control, fly against even a moderate headwind, or outspeed the average bird would have made her a cripple. Loopy, being a disguised changeling, didn't care much. She knew she was rubbish at flying, and clouds were as solid to her as they would have been to an earth pony.

“Yeah, something like that.” Loopy sighed. “Anyway, I don't see how cool a weather patrol meeting could be. What, did you get some foreign weather again, like that time somepony brought in a sandstorm all the way from Saddle Arabia?”

“Look, you have to admit that was awesome. A couple of us thought we could really strut our stuff and get this place on the map by bringing in exotic weather once a week or something. We could have even had a festival!”

Loopy snorted. “It didn't occur to you that no one wants to hang out outside and enjoy the sandstorm? Kudzu and her folks were cleaning sand from the fields for weeks!”

“It was a little miscalculation,” Jetstream admitted. “But anyway, this isn't about that. You know the Mayor made us give that up after we cleaned up the sand. I found something really, incredibly, awesome.” She started rummaging around in her saddlebags.

Loopy's eyes went wide as Jetstream pulled out a purple hat, a little worn around the edges, with a cut in the brim. It was a hat Loopy was very familiar with, since she'd thrown it in a trash can herself. She swallowed. How had Jet found it? Did she know her secret? She looked into the pegasus' eyes and saw only what she felt from her emotions, an almost overwhelming excitement.

“It's Mare Do Well's hat! Not just some copy for a costume, the real thing!” She put it on, adjusting it. “Isn't this amazing? And it was just in the trash!”

“I-it's probably just a replica,” Loopy said, waving a hoof dismissively. “Half the ponies in town have Mare Do Well costumes ever since she started showing up.”

“Oh yeah, you've got one too,” Jet considered. “Well, unlike yours, this is the real thing. You see, I'm very observant.”

Loopy held back a rude comment about that.

“You see, the real Mare Do Well has been using the same costume since she first appeared. She made some repairs to it and replaced the cape twice-” Loopy had ordered fabric from Manehattan just to make sure no one in town noticed she bought a bunch of fabric every time her cape tore on something. “-But the hat has always been the same. Like this cut in it, and these holes. They match up perfectly!”

“So... anypony who has studied Mare Do Well as much as you have could have made this,” Loopy pointed out.

“Except there isn't anypony who's done that. I'm her number one fan!” Jet smiled. “I'm still going to figure out who she is some day and marry her.”

“You know, Jet, if she threw that hat away... maybe she decided to quit,” Loopy said, nervously. She wasn't sure why, but she didn't want to hurt Jetstream's feelings. Maybe it was just because she was always good for a quick meal. Loopy couldn't deny that she did consider the pony her friend, though. “I mean, you heard about that whole mess last night.”

“Of course I did. The Royal Guard tried to arrest Mare Do Well. I bet they're just all corrupt and working for the bad guys.” Jet always had a nebulous view of the criminal element of the town, just lumping them all together as 'bad guys'.

“Stop right there!” somepony shouted. Loopy and Jet turned to see somepony walking towards them. Loopy recognized her, that annoying pegasus that she'd had to knock for a loop. The bandage over her eye implied she'd hurt her more than intended, though.

“Y-yes, officer?” Loopy asked, quietly.

“I bet you thought you'd get away with it, didn't you? Like I wouldn't recognize you without your mask on?!” She stalked closer, glaring. “You're not nearly as clever as you think you are, Mare Do Well!”

“W-what?” Loopy asked, backing away. “I'm not-”

“Not you, idiot! Her!” She pointed at Jet. “I know that's Mare Do Well's hat. The real one. There's no way you can talk yourself out of this one!” She grabbed Jetstream's wing with her hoof and dragged her, the hold obviously painful.

“Wait, this is a misunderstanding!” Jet yelled.

“I'd recognize that hat anywhere!” the Guard yelled. “You're going to confess to everything you've done!” Loopy backed away as the guard took Jet away, her expression sinking as she saw Jetstream's expression of panic. On the one hoof she hadn't been caught. On the other hoof, her friend was about to be thrown in prison for crimes she didn't commit. A sane changeling would let her take the fall. A friend would do something to stop it.

Loopy sat down, not sure what to do.

***

Old Hickory, the alpha timberwolf female, sniffed at the ground. One of her pups had gone missing, and she was trying to find it. She prowled silently through the woods, the trees making her almost invisible, until she picked up the scent, a fresh trail from the young wolf.

She followed it to a clearing, where a rabbit was hanging from a rope, still struggling to get free. She growled and looked around. Under the rabbit was a yawning pit. As the timberwolf slowly circled it, she could smell her pup's trail, how he'd waited here before pouncing out after what seemed like easy prey.

Old Hickory slowly approached the pit. She sniffed at the edge and smelled fear and panic. He'd fallen in, and probably hurt himself, the air carrying a trace of sap. And then...

She walked around the pit, and found the trail again. Her keen hunter's instincts, along with the marks in the dirt, told her he didn't just walk out. He'd been dragged out, still afraid. And there was another scent. Pony. She growled and followed the trail as it led towards town.

***

Private Kicker adjusted his armor. His partner was off getting chow, so it was his job to keep an eye on everything that was going on around town hall. After the trap he'd fallen into in the warehouse he knew he couldn't afford to screw up again. He had to take his job seriously or else... or else they'd find a way to bust him down even lower than he already was. He wasn't sure what was lower than a private but Flight Lieutenant Songbird had threatened that she'd make a new rank just for him if she had to. He swallowed and tried to remain still.

“Well hello there,” said a seductive voice. The guard turned to look. A gray mare with red hair was leaning against the wall and looking at him with half-lidded eyes. “It's nice having all you big, strong stallions out here to protect us.”

“Shucks, Ma'am. Just doing my job.” He blushed. The mare took a step closer, tracing the lines of his armor with a hoof. Kicker couldn't remember the last time a mare had spoken to him that didn't involve yelling.

“How long are you going to be out here?” She asked, batting her eyes.

“Donno. Guess until we finish our job. The Captain has had us goin' from town to town.”

“What's your name?” Her eyes seemed to sparkle. The guard hoped she couldn't tell how much he was blushing. He'd gotten into the guard because his friends said mares were impressed by a stallion in armor, and it looked like they were right.

“Ass Kicker,” He said, proudly.

“That's... an unusual name,” the mare said, raising an eyebrow.

“It's 'cause my ma is a donkey. I donno if you know Cloud Kicker, but I'm her cousin, um, twice removed. Or was it three times...” He stopped to try and remember, then stopped and looked at the mare, realizing he was being rude. “Um, what's your name?”

“Matches,” she said. “Matches Merrily. I'm sort of the... town matchmaker. You know how it gets with these small towns. Not a lot of fish in the sea, so my work's a little... boring sometimes. I don't even have time to look for myself when I'm helping my friends. But with you all here, well, it makes things a lot more interesting, wouldn't you say?” She batted her eyes.

“Um, yeah!” Kicker agreed. Matches smiled at him.

“How about you help me with a little something?” Her eye twinkled. Kicker felt like he was ready to do just about anything she asked. She tilted her head towards an alleyway and walked down into the darkness. Ass Kicker looked around, then followed. His partner would be gone for a while, and the Captain did say that they should help everypony out when they needed a hoof.

“Ma'am?” He asked, not seeing her in the darkness. He walked further into the alleyway. Then a hoof swooped down from above and crashed into the head, and Ass Kicker followed suit and crashed into the ground.

“Sorry, I just need to borrow this,” said a rough voice, from what seemed like far away. Private Kicker felt his armor being removed.

The last thing he thought before passing out was that this wasn't what his friends had implied being undressed by a mare would be like at all.

Author's Notes:

Next time: Wolves, more mistaken identities, and Loopy has to decide on what she wants most.

Balancing Act: Mother's Love

The Dark Mare
Balancing Act: Mother's Love
by MagnetBolt

Loopy hadn't been to town hall since the changelings had attacked. It wasn't that she avoided the place, it was just that she never really had a reason to go there. They even picked up their mail instead of having it delivered. Usually it was just a quiet place where paperwork was done and ponies made proposals to the Mayor about building permits and business plans.

Now, though, the Guard had taken over. All it took was one writ from Canterlot and they were in charge. Loopy wasn't even sure the Mayor was here anymore. Loopy couldn't help but shiver at the sight. Her deepest fear was to be caught by the Guard and treated like the rest of the changelings. The smart thing would be to lie low and avoid attention until they were gone.

She was instead doing the most dangerous thing imaginable. She shrugged her shoulders, trying to get used to the guard armor. She just had to hope nothing went wrong.

***

“Private Kicker!” Brass Shield said, as he spotted the mule. “You're supposed to be standing guard outside! What are you doing in here?” He frowned as he walked over to the stallion. Kicker stammered and backed up, lost for words for a moment. It was a strange reaction. Usually Kicker had a quick answer. Often a stupid one, but a quick one.

“I was, um, checking on a mare that was just brought in,” Kicker said, finally.

“I wasn't aware we had anypony in custody,” Brass said, frowning.

“You aren't?” Kicker frowned. He glanced at Brass' armor. “But you're a Captain. Shouldn't you know everything that goes on?”

“You're not wrong about that, at least,” Brass said. “What happened?”

“Lieutenant, um, what's her name. With the bandages?” Kicker gestured around his eye.

“...Private, I swear that if your head wasn't bolted to your neck you'd forget where you left it.” Brass sighed. It wasn't the stupidest question Kicker had ever asked. “I know the pegasai are in a different division but you've been working with Flight Lieutenant Songbird for months now. You need to make more of an effort to learn pony's names.”

“Y-yes sir!” Kicker saluted. It was the sharpest salute Brass had ever seen from him. He nodded in satisfaction.

“Now tell me about this mare that Songbird dragged in.”

***

“I swear to Celestia, I'm not Mare Do Well!” Jetstream said, desperately. Songbird had dragged her to one of the offices in the town hall to interrogate her, and the mare was watching the guard pace around the room and glare at her. The Lieutenant had sat her down at a table and ordered her to stay put.

“Then how do you explain this?!” Songbird threw the hat and mask onto the table. “They're the real Mare Do Well's! What, did she just drop them off at your door because you're her biggest fan?! It's obvious you're just making up stories to try and throw me off the trail!”

“I told you, it's not me!” Jetstream stood up, then shrunk back down under Songbird's intense glare. “I just found them in the garbage.”

“In the garbage?!” Songbird kicked the table hard enough to send a quill flying out of an inkwell, the black ink splattering on the wood. “I want the truth and I want it now! Where is she?! If you're not Mare Do Well then tell me who she is!”

“I don't know! I've been trying to figure it out for practically forever!” Jetstream sat back, sighing. “I've been working at it for months, and I haven't figured anything out. Nobody knows who she is.”

“Months?” Songbird frowned and looked at her. “Then tell me everything you've learned.”

“Well... she's brave, and strong, and tries to save everypony and she's super-cool!” Jetstream smiled. “She's completely fearless, and puts herself in danger to save ponies. She even saved me a few times.”

“I don't care about any of that!” Songbird snapped, growling. “Let's start with the basics. Is she a pegasus, a unicorn, what?”

“Oh. Nobody knows for sure,” Jetstream said. “I mean, you saw the costume, right? It's kind of one-size-fits all. I don't think I've ever seen her fly, or use magic, but it's hard to explain some of the things I've seen her do. Personally, I think she's an earth pony. If she was a unicorn she wouldn't need to use some of the gadgets I've found.”

“Like smoke bombs and flares,” Songbird mumbled. Jetstream nodded.

“Right! And if she was a pegasus, she'd fly everywhere. There's no reason to walk around. Not that I need to tell you that.” Jetstream snorted. “The only pegasus I know who walks more than she flies is Loopy, and that's only because she's too clumsy to stay in the air without hurting herself.”

“An earth pony...” Songbird sat down and tapped a hoof against the table. “She didn't seem nearly strong enough for that.”

“You'd be surprised. She always comes through in a pinch!” Jetstream sighed and smiled, daydreaming. “And one of these days I'm going to figure out who she is and tell her how I feel.”

“How you-” Songbird stopped tapping on the table and looked at the other pegasus. “What are you talking about?!”

“She's awesome, she saved my life, and everypony likes her. I'm gonna ask her on a date, obviously. She'll probably say no because it's hard to eat in a mask, but maybe if she goes in disguise or...” Loopy thought for a moment. “I guess she usually wears a disguise so she'd actually be in disguise when she isn't in disguise. Woah.”

“She's a criminal!” Songbird snapped. “She's going to get arrested and go to prison for what she did to me!”

“Let me guess, she gave you those bruises?” Jetstream smirked and waved a hoof at Songbird's bandages. “I bet you deserved them.”

“DESERVED THEM?!” Songbird screamed and flipped the table over, lunging at Jetstream and grabbing her mane painfully, jerking her head around. “She crippled me! I'm going to find her and throw her in the darkest hole in the dampest dungeon-” She raised a hoof to strike Jetstream, and was suddenly pulled back by golden magic before the blow could land.

“Flight Lieutenant!” Brass Shield snapped, walking into the office. “I don't remember giving you orders to question anypony, especially not on your own! Private Kicker had to tell me what you were up to since you apparently forgot to inform me!”

“I wasn't aware I needed permission to question a suspect,” Songbird growled, brushing herself off as Brass Shield let her go. “She knows more about Mare Do Well than she's letting on. Give me a few more minutes with her and I bet I can find out-”

“This interrogation is over,” Brass Shield said, with a tone that indicated that the argument was finished before it had begun. “I'm sorry miss-”

“Jetstream,” the pegasus said. “Thanks for the save.”

“There shouldn't have had to be a save,” Brass said. “I apologize for my subordinate. You're free to go.”

“Right,” Jetstream said. She hesitated at the door. “Are you really going to arrest her?”

“I'd prefer she comes with us willingly so we can ask her some questions,” Brass said. Songbird fumed, but he held up a hoof to stop her from saying anything. “She assaulted Songbird and several other officers and we have orders from the top to bring her in.”

“She's a hero, though!” Jetstream protested.

“If she's really a hero she should give herself up,” Brass Shield said. “Otherwise more ponies like Lieutenant Songbird could get hurt.”

“...Can I have the costume back?” Jetstream asked.

“No!” Songbird snapped. “It's evidence!”

“Oh.” Jet sighed.

“I apologize for the inconvenience,” Brass said. “Now, if you'll excuse us, Songbird and I have a lot to talk about.” He opened the door. “Private Kicker, can you escort this mare out and put the costume into evidence?”

“Oh, um... of course sir.” The mule had been up against the door, listening in. He almost fell in when the door was opened. Songbird shoved past him, almost knocking the mule over. Brass raised an eyebrow at that.

“And get yourself checked out. You seem like you're still shaken up,” Brass said, leaving.

***

“She's a suspect! We can't just let her go! At least keep her overnight!” Songbird argued.

“I admit the costume is strong evidence, but it's also the only evidence we have. And with your methods, we can't hold her without breaking laws.” Brass sighed and rubbed his snout.

“So what? That's just paperwork, and it's our word against hers.” Songbird folded her hooves, fluttering to hover above Brass to look down at him. It was a pegasus habit. Whenever she got into a real argument she always tried to stay above her opponent.

“That isn't how we do things,” Brass said.

“It used to be,” Songbird countered. “Before they made you Captain we would do whatever it took to bring down criminals! Now you only care about paperwork and making sure you write your reports to the Princess!”

“I have more responsibilities than I used to,” Brass said. “If I don't follow procedure, people notice. It's not like being out on the border with Griffonia where there wasn't anypony to answer to. We did what we had to there because there wasn't anypony who could help us if things went wrong.”

“And how is it different here? You're still the one in charge! You get to make the rules!”

“And because I make the rules I won't let us turn into thugs who beat suspects for information!” Brass stood up. “Songbird you were a damn good officer, but this situation is different. We aren't in the lawless flank end of nowhere. We're only a few days from Canterlot!”

“Were a good officer?! Were?!” Songbird's eye went wide.

“If you want it to be present tense then act like it. You want Mare Do Well more than any of us do. I respect that. But if you're going to catch her I want it done right. By the book. And you know why?”

“Because you think I have to prove myself-”

“No! Because the Princess is looking over our shoulders on this! And trust me when I say there's no one with more attention to detail than her. She's been sending back paperwork with corrections in red ink, like a damn schoolteacher!” Brass tossed a bundle of forms onto the desk. Each had been helpfully corrected by Princess Twilight. “That's why we can't mess around. You don't have to prove anything to me, Songbird. But if this isn't done right...” he sighed.

“Fine. Whatever.” Songbird grumbled.

“Just promise me you won't run off and do something stupid,” Brass said. “At least not without permission.”

“I'll... be more careful,” Songbird said.

“Good. Now go and-” Brass stopped, looking out the window. “Did you hear something?”

***

“Ugh! She was such a jerk!” Jetstream said. She glanced at the Private. “Is she like that all the time?”

“...As long as I've known her,” the disguised Loopy said, honestly. “She didn't hurt you, did she?” She looked over Jetstream. She seemed unhurt, just shaken up.

“I'm okay. Thanks for asking, though. You're sure I can't keep the costume?” She gave Loopy a pouting look. Loopy had it in a saddlebag. She wasn't sure what she was going to do with it, but she wasn't going to leave it here, just in case they had some kind of strange pony magic to track the owner down or she'd left some kind of clue on it.

“Sorry. If I gave it to you, they'd just take it back later.”

“Darn,” Jetstream said, sighing.

“Hey, did you tell them anything about Mare Do Well?” Loopy asked.

“What, are you gonna lock me up now too?”

“No, no!” Loopy waved her hooves. “I wouldn't! I just- I was curious. She seems like a nice pony and I just wanted to-”

“Sweet talking me isn't going to work,” Jet said, turning up her nose. “I didn't tell her anything, and I'm not going to tell you anything just because you're being nicer. I don't know who Mare Do Well is, and you're going to be the last people I tell if I ever do find out.”

Loopy smiled.”If you say so, Ma'am. Now I... did you hear that?” Loopy stopped to look. “Oh no.”

***

Old Hickory, the timberwolf alpha female, sniffed at the ground, growling. There were too many confusing scents here. Dozens of ponies mixed in with the scent of a city, an overwhelming and confusing scent to the forest-dwelling beast. And if that wasn't enough, there was all of the screaming. It was an awful lot of screaming. It was all ponies ever seemed to do, run around and scream. At least when Old Hickory was around.

She howled, trying to get them to be quiet. It was making her scarred face hurt. It only made them run around in circles faster, the scents and sounds sending her into a frenzy. She needed to lash out and make the screaming stop!

She seized a cart full of greens and threw it into the air, smashing it through the front windows of a shop.

“MY CABBAGE CART!” Screamed a pony, even louder than the others.

***

“What's a timberwolf doing in town?!” Songbird asked, shocked. “They never come into towns!” She and Brass were running towards the market. The beast was prowling around, confused. She had the sign from a hayfry shop hanging from her mouth. The timberwolf howled, dropping it to the ground as she opened her wide maw.

“I don't know. This is a damn peculiar situation,” Brass said.

“Think it's Labyrinth?” Songbird asked.

“The timing is too convenient otherwise,” Brass noted. “We need to find a way to bring it down.” He looked back at the half-dozen other guards that had followed. “Everypony spread out to surround that monster. We're going to try and draw it away from the ponies here and back to the forest. First priority is to avoid anypony getting hurt. If it wants to eat somepony's produce, that's better than getting it angry enough to eat a foal.”

“Yes sir!” They said, in practiced unison, spreading out. The timberwolf sniffed intently at the ground, pacing in a widening circle.

***

“She's looking for something,” Loopy said, watching the timberwolf. She could feel the confusion and worry radiating off of her. Only a changeling would notice that, but even a dull pony could tell she was searching the area, with the single-minded determination that only a predator could have.

“Shouldn't you get out there and help?” Jetstream asked. “I mean, you're one of the Guards, right? You need to go and help!”

Loopy frowned. “I'm-” She was disguised as one of them. She couldn't just say no. Loopy watched as the Captain ordered the guards to split up and surround the agitated animal. She felt her mane stand on end. That was only going to escalate the situation. They needed to try and calm the timberwolf down, not get her even more riled up. She hadn't been stable ever since she'd been hit by lightning and she'd tear them apart if they drove her into a frenzy.

“What? Don't tell me you're afraid!” Jet frowned.

“I'm not afraid. But you need to get out of here,” Loopy pushed her. “Sorry again about the way you were treated. You get clear to safety while... we handle this.” She pushed the pegasus again, trying to get her to leave. She didn't want her friend to get caught up in this mess.

Part of her hoped the guards would get themselves torn apart, just to make her life easier.

“Fine, fine, I'm leaving,” Jet said. She didn't mean it. Loopy groaned. She could tell the mare was just going to circle around and watch the whole thing. She'd done it enough times to Mare Do Well, why should it be different when she was dealing with the Guard?

“Just- stay out of trouble,” Loopy said, running off. She had no idea what to do. If she let the Guard keep going with their idiot plan, they'd end up making Old Hickory go completely crazy in the middle of town. If she stopped them, they'd probably catch her.

If she let the monster go crazy it'd solve her problem in one stroke.

No, Loopy corrected herself, as she ducked into an alleyway. It would solve one problem by making a lot more. No matter how much trouble she was in, she couldn't just let other ponies get hurt. She may have been a changeling but she'd lived with ponies long enough to pick up bad habits, and a conscience was one of them.

The real question was just what she could do to keep anypony from getting eaten. If she went out in this disguise she'd just be a dumb mule. She could hardly give orders that anypony would listen to. And Loop D'Loop was just a clumsy pegasus. The Guards would be trying to drag her off, not follow her lead.

She stopped in the shadows, the saddlebags heavy at her side. She still had the costume. She'd been intending to go bury it in the forest, but it seemed she was going to have to get some use out of it.

***

Old Hickory growled and snapped as one of the Guards approached her. Songbird flew up to a rooftop, stumbled as her lack of depth perception almost made her screw up the landing, and took a breath to steady herself.

“At least I can sympathize with it,” Songbird mumbled, looking at the timberwolf's lightning-scarred face. She touched her bandaged face with a hoof. “You two, try and get a rope around its neck! Maybe we can leash it!”

An earth pony and a unicorn worked together to try and lasso it. The rope tightened, pulling taught as the earth pony yanked on it, making the beast stumble towards him. Songbird smiled. It was working! Then the timberwolf reared up, and the ponies holding the rope were flung into the air screaming. Songbird jumped into action. She was the only pegasus here. The others were out searching from the air for any sign of Labyrinth or Mare Do Well.

She flapped harder, trying to get to the two falling ponies before it was too late. She grabbed the earth pony and reached for the unicorn... only to realize she had misjudged where he was. She felt her heart jump. She'd never be able to reach him in time!

A dark blur intercepted him, swinging back up and stopping at a roof.

“What?” She gasped, landing heavily with the pony she'd caught. She looked up, and her eye went wide as Mare Do Well set down on a rooftop and released the unicorn she'd caught, dropping the rope she'd used to swing in for the save.

“Are you alright?” Mare Do Well asked. The unicorn nodded, backing away in fear. She let him go and looked down at Old Hickory. “You ponies are out of your depth. Just keep everypony away and I'll deal with this.”

“What are you doing here?!” Songbird demanded. “Did you do this?”

“Don't be stupid,” Mare Do Well said. She jumped down, cape spreading wide as she glided down. She adjusted her hat and walked slowly towards the timberwolf. It took a few moments for the beast to notice her, and it spun to growl at the small mare.

“What's she doing?” Private Lucky Horseshoe asked. “It's just going to eat her!”

“Shhhh... calm down, girl,” Mare Do Well said, slowly getting closer. She was trying not to look like a threat, but she couldn't look like prey either. That meant moving slowly and calmly but not backing away. She'd dealt with Old Hickory before but she hadn't seen her this upset since the accident. Something had gotten her riled up enough to come into town.

Old Hickory howled and charged. She was too worked up to listen to reason. A magical shield shot up, trying to hold the huge wolf back. Old Hickory's eye glowed with a baleful light and she smashed through it, too strong to be held back with normal magic. The unicorn who'd created the shield gasped and fell to one knee, shocked by the feedback and unable to move as the wolf ran for him.

Mare Do Well ran over, cape billowing out, and stopped over the Guard, grabbing his helmet and throwing it at the wolf. The metal helm crashed into the wolf's wooden nose, making her close her eyes and flinch instinctively. Mare Do Well grabbed the unicorn and pulled him out of the way as the beast closed, blinded just long enough by the throw to make her forget how close she was to the town's general store.

Old Hickory crashed into and halfway through the storefront, the upper floor coming down to trap her. Mare Do Well looked at the unicorn she'd saved and let him go once it was clear the only thing wrong was a splitting headache from the broken spell.

“Everypony close in and restrain it!” Brass Shield yelled. Mare Do Well jumped in front of the stunned wolf protectively.

“Wait! She's not out yet! Just stay back!” The rubble started moving, and Mare Do Well turned to look as the timberwolf simply shrugged off most of a building, only dazed by the massive blow. The guards backed off as Old Hickory stood. Mare Do Well ran in, avoiding broken glass from the shattered windows, and grabbed for the rope that was still wrapped around the timberwolf's neck. Instead of trying to control her with it, the masked mare used it to climb onto her back, getting in place just as the beast completely freed itself from the rubble, howling and angry.

Mare Do Well hung on for her life, hunkering down low to stay on Old Hickory even as the timberwolf thrashed like a rodeo bull.

“What is she doing?!” Songbird asked, exasperated.

***

Loopy was terrified. She'd done a lot of stupid things in her life, but this was one of the few times when she was in danger of being both arrested and eaten by a wild animal. Actually, it was the only time she was at risk of both things occurring at once. They weren't the kind of things that typically went together unless you were in the habit of being a masked vigilante.

She closed her eyes to try and focus. Animals weren't as easy to read as ponies. Their feelings were stronger and more primal. If a pony's feelings were like music, a changeling's power was to hear the tune, and with practice to learn what the notes meant. Old Hickory's feelings were more like a deafening bass beat, all force and power.

Loopy tried to lose herself in it, to feel what she was feeling. She knew the timberwolf was searching for something, and she latched onto that. She wanted something enough that she was willing to come into town, to brave the strange surroundings of civilization. But what?

The scent she was seeking wasn't that of a pony. It was-

Loopy gasped, opening her eyes. She knew exactly what Old Hickory was looking for.

***

“Whatever she's doing, it's working,” Brass Shield muttered. The giant wolf had calmed, still agitated but not going crazy anymore. It was still looking around, and shied away when a guard strayed too close, but the immediate threat seemed to have passed.

One of his soldiers turned to him. “What do we do now?”

Brass hesitated at that. Songbird landed next to him and answered in his stead. “We should arrest Mare Do Well. She's clearly the one controlling the monster! She must have lured it into town to- to-” Songbird stopped there, not able to come up with a suitable motive.

“Well if she did it to get rid of us, she's doing a poor job of it with how she just saved two lives,” Brass Shield countered. “I don't like this much either but I'm not going to arrest her when she's keeping that damn thing calm.”

“How is she even doing it?” Songbird asked.

“Maybe she has a wolf cutie mark. Tartarus if I know.” Brass Shield snorted. Mare Do Well jumped down from the beast, then patted its front leg as if in sympathy. The wolf growled, and Mare Do Well turned away, as if listening to a distant sound. “What's she onto now?”

***

Loopy had to get down to have a chance at feeling it, even with Old Hickory calmed for a moment. The emotions of the ponies ran high and full of fear, excitement, anger in one case, and a lot of background noise, all faint and conflicting, a haze of emotions, a symphony where each musician was playing a different song.

She had to filter it out. There was something she needed to find. Old Hickory's primal emotions were powerful, but if Loopy could just focus, she could sense it. Something similar to her, a snare to her bass drum, not a pony but nearby. And with the timbre of fear to it.

She took a deep breath. Loopy hadn't even been sure it would work. She had to hang onto that feeling, moving her head, her horn acting as a beacon, helping to direct her the right way.

***

“She's moving!” Songbird hissed. “We need to take her down now before she gets away!”

“Hold on, that thing is following her!” Brass said, holding up a hoof. “Maybe she's leading it out of town.”

“No, she's leading it deeper into town, look!” Songbird pointed. Brass frowned. Mare Do Well was walking slowly like she was following an invisible trail.

“You get into the air and keep your distance. Soldiers, you spread out and make sure anypony in the way is evacuated. I'm going to try and figure out what she's doing.” Brass ran ahead, ducking into a side street to run parallel to the wolf and masked mare.

Mare Do Well stopped in front of a burned building. Brass frowned and got closer, creeping up from another angle to watch. She touched something on the steel basement door. Something shining. Brass got closer and saw it. A lock. A brand new lock. On the door to the basement of a ruined, burned building.

“What in Tartarus...” Brass whispered. He got closer as Mare Do Well stepped in front of the lock, her cape obscuring it. After a moment, there was a clattering and the lock fell to the ground, open.

“The locks the Flim Flam brothers sell can all be opened without the key if you know the trick,” Mare Do Well said, her voice rough. “Stay close to me. Old Hickory is only staying quiet because she knows I'm trying to help. You smell too much like a pony for her to be comfortable.”

“What?” Brass asked, confused.

“You just need a thin metal shiv,” Mare Do Well explained, answering the question that Brass cared the least about. She opened the door, which swung open without a sound on well-oiled hinges despite the apparent disrepair of the steel it was made of.

She disappeared into the darkness, running down into the basement. Brass hesitated, then a growl from behind made him turn to look, Old Hickory looming over him, closer than he had thought. He quickly followed down the stairs.

Mare Do Well was standing over a moving burlap sack. She glanced back over her shoulder.

“Help me with this,” She said. Brass trotted over to look, helping her get the complicated knot untied. A small timberwolf, only as large as a pony, looked out. It whimpered in fear. Mare Do Well touched it, and it calmed. “Its leg is hurt. A pony took it from the forest and left a trail for the alpha to follow.”

“How can you-” Brass asked. Mare Do Well helped the pup out of the sack, leading it towards the stairs.

“I know,” Mare Do Well said, her tone not allowing for an argument. The limited light from the open door vanished as Old Hickory looked in, her massive head filling the open space. Brass Shield created a light, and watched as she sniffed at the pup before picking it up carefully with her maw and backing away.

“I think she's actually leaving-” Brass Shield stopped. Mare Do Well was gone. He looked around in surprise. “How did she-” He looked back, spotting a stairway leading up, and ran for it. She'd obviously gone out the other way.

***

Loopy tried to keep perfectly still in the blackened beams above Brass Shield as he left. It was a good thing ponies never looked up.

***

“You let her go!” Songbird screamed. After the timberwolf had left town, Brass had put his soldiers to helping with the damage and looking for clues to who had set the beast on the town. So far they hadn't found much. Meanwhile, Brass Shield, thanks to his position, was left to do the paperwork. He had been in the middle of a report when Songbird had stormed in.

“I didn't just let her go. She vanished. You weren't able to find her either!” Brass retorted.

“How did she even get her costume back?!” Songbird demanded.

“It looks like Private Kicker was carrying it and she knocked him out,” Brass said, sighing. “He doesn't remember a damn thing. He woke up without his armor halfway across town.”

“She assaulted another guard!” Songbird said, knocking a stack of papers away. “We need to focus on finding her. I say we just go door to door and search every home until we find the costume and send whatever pony has it right to the dungeons!”

“No,” Brass said, simply. “She saved lives today. And more than that, we don't have the right to do that to innocent ponies. As far as I'm concerned, the next letter I write is going to be me telling the princess that I'm calling off the search.”

“You're- you're-” Songbird sputtered.

“It's the right thing to do,” Brass Shield said. Songbird stopped pacing, turned away from him. She reached up and took off her helmet.

“Fine. Then I'll find her myself. Without you and without this- this- bunch of useless foals you call a guard unit!” She threw the helmet at him, narrowly missing the unicorn. It was probably supposed to hit, but her lack of depth perception failed her.

“Flight Lieutenant!” Brass Said. She tore off her armor and dumped it on the floor.

“I'm going to find her and make her pay for what she did,” Songbird said. “She won't get away next time.”

She flapped her banded wings and burst through the window. Brass watched her go.

“Don't do anything stupid,” He whispered, knowing she couldn't hear him.

Author's Notes:

Sorry this took longer than usual to get out. Just one of those weeks where I had a lot of projects on my plate.

Next Time: Fire, Drinking, Secret Pasts, and Hurt Feelings

Crabby Disposition: Father's Shadow

The Dark Mare
Crabby Disposition: Father's Shadow
by MagnetBolt

*** Years Ago ***

Songbird shoved the other foal, the yellow pegasus falling back into a locker and dropping to the floor. Songbird loomed over her, leering.

“Why don't you just fly away?” Songbird teased. “Oh wait! You can't!” She started laughing. “You can't even fly! Why are you even in flight school if you're afraid to get off the ground?! Maybe you should go live with the dirty little earth ponies if you like staying on the ground so much!”

“Songbird, what are you doing?!” Yelled a mare. Songbird froze and looked down the hall at the approaching teacher. Miss Measure was walking over, looking very unhappy. “You're bullying the other students again?!” She grabbed Songbird's ear.

“W-what are you doing?!” Songbirds asked, at the painful grip, as the teacher dragged her down the hallway.

“We're going right to the principal. This is the third time I've caught you picking on the other students. I don't know why you think this is acceptable, but maybe a little detention will change your mind!”

***

Songbird threw the saddlebags to the side to land in a heap and slammed the door behind her as she walked into the dark home. She should have been more careful, but she was in a bad mood and wanted to break something.

“There you are.” Her mother was sitting on the couch. She had clearly been there for a while. “What do you have to say for yourself?!”

Songbird rolled her eyes and started towards her room. Her mother got up and stepped in front of her, glaring down at the foal.

“Don't you try and give me the silent treatment, young lady! I want to know right now why I had to get yet another letter from flight school about how you're treating the other students!”

Songbird looked down, not able to meet her mother's gaze. “What does it matter?'

“I didn't raise you to be a little punk! And look at me when I'm talking to you!” She slapped Songbird across the cheek, her hoof leaving a stinging welt. “You obviously don't respect me or your teachers!” She slapped Songbird again, the second hit hurting even more than the first, enough to make Songbird start to tear up. “I said look at me!”

Songbird raised her head to meet her mothers gaze, trying to look defiant but only managing barely hold back tears. Her mother slapped her other cheek.

“You're not getting dinner tonight, and you'll be lucky if you get any for the rest of the week!” She stomped a hoof. “And you're grounded until you learn your lesson about picking on people that are weaker than you.”

***

Songbird cried into her pillow. She was frustrated and upset and didn't even know why. She just wanted to scream and hurt somepony. Her room was bare except for her bed and an old, torn poster on the wall that showed the wonderbolts, and her father. How he'd been before the accident. It was old and faded, almost as old as Songbird.

Something clattered against her window. Songbird frowned and looked up, wiping her eyes. Another hailstone hit the window, and she walked over, ducking as a third hailstone flew past her and into her room. A small pegasus foal was standing below her on the clouds, smirking.

“Split S? What are you doing here?” Songbird asked.

“Come on! Wingover and me are gonna do some flying practice. She says she has a really awesome trick she wants to show us!”

“I can't. I'm grounded.” Songbird grumbled.

“Grounded? You can't ground a pegasus! Come on. Your mom isn't even gonna know you left. You don't wanna be stuck there all day, right?”

“I guess...” Songbird smiled. She looked back at her door and made sure it was locked, then ran back to the window and flew out, her banded wings a little wobbly in the air. “So tell me about this trick she cooked up.”

***Present Time***

Songbird blinked and woke up. Her eye hurt, like a spike was being driven into it. She'd passed out on the bar, spilled cider in a puddle around her head. She groaned and sat up, touching her face. She'd gotten rid of the bandages and immediately replaced it with an eyepatch after an attempt to open her wounded eye had left her in shock from the agony.

“I thought you'd spend all night there,” Said the bartender. The pink earth pony mare smiled at her. “I was thinking about getting you a pillow.”

“Sorry,” Songbird said, unable to keep an edge out of her voice.

“No, no. I'm not saying it's bad. You looked like you needed the rest.” She smiled. “Do you have anywhere to go? If you need to spend the night here, we have a back room you can use.”

“I-” Songbird looked down. “I guess I do need it,” she admitted. She couldn't go back to the makeshift barracks in town hall, not after she'd stormed out of there like she had. After leaving she'd gone almost directly to the bar and drunk herself into a stupor, which she'd apparently only just woken up from.

“Good,” the bartender said, stepping out and hanging a closed sign in the window. “Because I wouldn't want anypony to leave when they were as upset as you are.” She patted Songbird on the shoulder. “Do you want to talk about it? I'm a bartender, so I'm pretty good at lending a sympathetic ear.”

“It's a long story,” Songbird said, quietly.

“We've got all night. How about I make us some tea to help clear your head a bit? It's just the thing after pounding back half a cask of cider.”

“Was it really that much?” Songbird asked.

“Pretty close. Don't worry, I'll keep a tab open for you,” she joked. “My name's Tequila Rose. But you can just call me Rose for short.”

“Songbird,” the pegasus said. The earth pony bartender led her into a back room, where there was a couch and a small kitchen. Stairs led upstairs. Songbird looked around. “You live here?”

“It's easier than having to walk home after a long night,” Rose said. “And it means I get to set my own hours!” She giggled at that. “Now come on. Sit down.” She helped Songbird to the old, soft couch. It felt worn and used, but not in a bad way. It was comfortable, and had been made so by years and years of use. It was the kind of thing that marked a place as a home, not just a house.

Tequila Rose got to work boiling water. Songbird sniffled, rubbing her eye. The tears made her covered eye burn.

“Do you take honey?” Rose asked. Songbird nodded quietly. After a few minutes, the mare returned with the mugs, putting one in Songbird's hooves. “Here you go. You don't have to tell me anything if you don't want to, but I'm here for you.”

“Why are you being so nice to me?” Songbird asked, looking at the tea, the steam rising from it forming vague shapes, reminding her of clouds.

“That's a silly question. Nopony needs a reason to be nice to somepony else.” Rose sipped her tea. “I became a bartender because I like to be there for ponies when they don't have somepony else. If they want to talk, I can lend them a shoulder to cry on. If not, I can at least help them drown their sorrows.”

“That's...” Songbird shivered. “Probably more than I deserve.”

“Don't say that,” Rose admonished, quietly. “Whenever a pony says that it means they regret something. And if you regret it it means that you learned from it and have become a better pony, even if it was a hard lesson to learn.”

Songbird smiled a little. “If that's true, I've learned a lot...”

*** Years Ago ***

Songbird watched as Wingover flew at high speed, suddenly banking up with a single flap, pulling her wings in tight and slowing as she rose and spinning around, reversing her direction just as her momentum ran out and she began to fall, using her wings to turn the maneuver into a dive.

“Not bad,” Songbird admitted. Her eyes went wide as Wingover went into a roll, changing direction yet again before pulling out of the dive.

“You're just jealous you can't do it,” Split S said, with a grin. Songbird blushed. “You got your cutie mark in singing, after all, not flying.” Songbird looked back at her flank, where her cutie mark, of a flying bird superimposed over music notes, sat mocking her. She was good at singing, sure, but she wanted to be good at flying.

Like her father had been.

“Don't give me that look, I'm just teasing you,” Split S said, nudging her. “You okay?”

“Yeah... I just have a lot on my mind,” Songbird mumbled. There was something besides school and her mother that was bothering her. She just wasn't sure how to bring it up to her friends.

“What is it? Was your mom, you know...?” Split S let the question hang. Wingover landed next to them before Songbird could answer her.

“Aw man did you see that? It was awesome!” Wingover pranced across the clouds. “First time I did that I almost sprained my wing when the wind caught me, but this time it went perfect! I bet I can even use this in cloudball to get around the goalie before he knows what's going on!”

“Cloudball doesn't even have a goalie,” Split S said, raising an eyebrow.

“Well yeah, I guess,” Wingover said, blushing. “You know what I mean. I don't really follow sports. I wanna get into the Wonderbolts, like Songbird's dad was!”

“You and half the fillies in Cloudsdale,” Split S pointed out.

“Hey, I have as much chance as anypony,” Wingover said, with a huff.

“Sure you do. Now come on, Songbird. I wanna know what's bothering you,” Split S said, not willing to let the thread go. Wingover's eyes lit up as she leaned in to listen. She always was a gossip and could never let a little tidbit get away from her.

“...I'll only tell you if you promise... that you won't tell anypony and that... things won't get strange,” Songbird said, looking down. “It's kind of a big thing.”

“Fine, fine,” Split S said. “Wingover promises too.”

“I mean it!” Songbird said, looking up with a scowl.

“Ugh! You're as bad as that idiot filly, what's her name...” Wingover rolled her eyes. “Rainbow Crash.”

“Not as bad,” Split S said. “She ends up in the nurse's office less often.”

“Guys!” Songbird yelled, stomping a hoof. Her friends sighed. “I just... it's something I've been thinking a lot about. I just want to make sure it won't change anything between us, either way.”

“Oh no,” Wingover gasped. “You're going to leave flight school?!”

“What? No!”

“Then it can only be a crush!” Split S said, with a smirk. “I bet it's on that substitute teacher. He's so dreamy! All the girls want to get a piece of that flank.”

“And some of the boys,” Wingover noted. “Probably not Rainbow Crash though.”

“It's not on him,” Songbird admitted. She kicked the cloud under her, knocking off an apple-sized wisp that floated away in the breeze.

“Then who is it?” Wingover asked. “Is it on the Coach? He's not bad.”

“No, I bet it's one of the Wonderbolts!” Split S countered.

“It's you!” Songbird blurted out, her cheeks bright red. “I- I have a crush on you, Wingover.”

She thought she'd prepared herself for the worst, and that if nothing else, she'd just cry for a few days after Wingover rejected her, and then things would go back to normal.

She hadn't expected laughter, rumors spread around school, and her two best friends abandoning her.

*** Present Time ***

“You lost your job?” Rose asked.

“It's more like I quit,” Songbird said. “I couldn't really do it anymore because of this...” She touched her eyepatch. “And after everything that happened, my superior stabbed me in the back and decided not to do anything about the- the-” she shook with rage. “The monster who did this to me.”

“I thought that looked recent,” Rose noted. “You keep fiddling with the eyepatch like you're not used to wearing it.”

“I'm not,” Songbird said, with a shrug. “But I'm going to have to get used to it. It's better than the alternative...”

“If you don't mind me asking, what was your job?”

*** Years Ago ***

“I asked you a question, Private!” Shouted the drill sergeant in Songbird's face. “I want to know why you're here when you can't even give me enough wingpower to knock a Breezie on her plot!”

“I- I want to improve myself, sir!” Songbird replied, standing up straight. She was drenched. It was almost the end of her first week of boot camp and she was starting to break, physically and mentally. She couldn't even remember what a good night's rest felt like. But that was less time for nightmares. And she was constantly busy. Less time to think about what she had run away from.

“Well that's good Private!” The pegasus laughed. “Because Tartarus knows you can't get any worse! I haven't seen such a useless pegasus since an earth pony with cardboard wings glued to her back tried to join the weather patrol!”

Songbird shivered, from both the cold and a barely contained rage. The drill sergeant smirked.

“What's wrong, Private? You thinking you want to take a swing at me? I ain't like the fillies you pushed around in flight school. You come at me it don't end until one of us is in a bad way. You sure you want to try me?”

“Sir, striking a superior officer is-”

“Don't tell me you're too soft to stand up for yourself, Private!” The bulky pegasus smiled. “I want to see why in Tartarus you think you can handle this! Quoting regulations is just gonna get your liver eaten by a griffon while you try an' explain to him that it's against the rules!”

“Sir...” Songbird grit her teeth.

“Buttercup if you don't hit me right now I'm gonna have you drummed out for bein' unfit for the life of a soldier. There ain't many mares in the guard and its because too many of them are timid little wimps like you. If you can't fight then I'm gonna send you cryin' back to daddy-”

Something about that set Songbird off. She jumped at the sergeant and screamed, punching and kicking. The sergeant was bigger and stronger, but Songbird was riled up and went for a weapon first. In the end, they'd had to help each other walk the miles back to camp and the sergeant spent the rest of the month with a cast on a broken leg. The official records listed it as a training accident, and Songbird's scores quickly improved as she learned to focus her anger.

*** Present Time ***

“You joined the guard?” Rose asked, surprised.

“I wasn't sure what to do after I dropped out of flight school. My dad had been in the Wonderbolts, but I wasn't good enough to even think about getting into Wonderbolt Academy. I ended up in the infantry. It wasn't exactly glamorous, but I needed it.” Songbird swallowed, feeling a lump in her throat. “I needed something in my life to give me direction. It wasn't about helping other ponies.”

“So then why did you leave?”

“Pegasai in the guard have to pass a lot of really strict physical fitness requirements. Because of the Wonderbolts, there are always more recruits than they can handle, so they get to be picky.” Songbird gestured to her eye. “This is... more than enough to disqualify me from service.”

“They'd kick you out just because you got hurt?!” Rose seemed horrified at that. “But from what you said they're like a family to you...”

“They call it an honorable discharge. They pin a stupid medal on your chest and send you home to sit on your flank and collect a pension. I've seen what that does to a pony.” She looked down. “...what it did to my father...”

*** Years Ago ***

Staff Seargeant Songbird looked at her new stripes in the mirror. She'd come a long way. She'd officially been promoted a few weeks ago, but mail took a long time to go to and from the border with Griffonia, and bureaucracy was never a fast process to begin with. Her commander, Lieutenant Brass Shield, had been pushing her to become a commissioned officer. It'd mean she'd have to go to Canterlot for part of her cadet training.

She wasn't sure if she wanted to go. Out here she was finally starting to have fun. Being the only authority, so far away from everypony, was an incredible experience. She liked giving orders, making snap decisions, and being able to just do things without having to worry about the consequences. The pay as an officer was better, sure, but it'd drag her away from all of this.

“Ma'am?” A corporal asked, standing at her open door. Songbird looked over.

“Mail duty again, Wicker Weaver?” She asked. The stallion blushed and nodded. “I thought it was Kicker's turn- let me guess, that crash last night was him.”

“He'll be fine,” Weaver said. “Just managed to have a nightmare and break a bunkbed. Wouldn't have been so bad except he was lying on the bottom bunk at the time. Whole thing came right down on him and near flattened him like a sandwich.”

“I'll have to remember to give him a kick in the head for being so clumsy once he's feeling better,” Songbird said. “So what've you got for me? More paperwork to sign?”

“Personal letter, Ma'am.” He passed over the envelope. Songbird took it and frowned, waving a hoof to dismiss him. There were stamps all over it. It had been passed from one post office to another trying to find her. Whomever had sent it hadn't known where she was stationed. Songbird opened the letter and started reading. It was short and to the point.

Songbird,

I know I haven't written much since you left home. I thought you should know from me before you found out some other way. Your father died this morning. He was never the same after the accident that broke his back, and when the nurse went to check on him, he'd decided he didn't want to live the way he had been. He didn't leave a note, so we can only imagine what he was thinking.

I don't know when or if you'll even get this letter. I hope you can remember your father as the brave pony he was. If you can get some leave, please try and come home so we can talk. I know he was proud of you, and so am I.

- Your Mother, Chandelle

Songbird stared at the letter for a few minutes, digesting the contents. She could feel it, a turning point in her life. A chance to go home and see her mother and build a better relationship than they'd had before.

Then she remembered the sting of being slapped. The screaming. Being practically a prisoner in her room. If he mother was alone, it was because she deserved it. One letter saying she was proud wasn't enough to make up for years of neglect and abuse. Nothing ever would be. She crumpled the paper and threw it in the garbage.

She marched out of her room to go talk to Brass Shield. Not about getting leave. She was going to become an officer. This was her real family now, and she wasn't going to let them down.

***Present Time***

“He broke his back in an accident, in front of a crowd.” Songbird swirled the remaining tea in her cup. “The captain of the Wonderbolts at the time was Thunder Hunter. He thought that it was important that they push the limits and really put on a show. There are a couple of maneuvers that were banned because they were too dangerous. One was called the Enchanted Starburst.”

“I've never heard of that,” Rose said.

“Even most pegasai wouldn't know it. It's a stupid and dangerous maneuver.” Songbird put her mug down. “It takes five pegasai. You all start out equidistant from each other in a wide circle, and fly right towards the middle...” She used her hooves to try and show the motion. “Right before you'd hit each other, you bank straight up into a climb, with your wings almost touching. Then you complete the maneuver by finishing the loop and flying inverted away from the others along the same path you used to come in on, but at a higher altitude. If it's done right, your flight trails join up and a shockwave forms that makes it all take the shape of a star.”

“So it's basically five pegasai trying really hard to not quite have an accident. That's really dangerous.”

“There's a reason it was banned in the first place. A hundred years ago, there were two deaths when they collided with each other and then the stadium floor. When my dad did it...” Songbird looked down. “He told me that there were a lot of places where it could have gone wrong. If they weren't at the right angles, if they didn't match speeds correctly... once you start climbing, it's too late to pull out of the maneuver, and you can't see what everypony else is going. There was some kind of turbulence and they lost alignment during the climb. The whole formation broke apart, but my dad hit into wind shear from the updraft because he fell in instead of out. He landed flat on his back on marble stairs.”

“I'm so sorry...” Rose said, tears in her eyes.

“I was too young to even remember it. My mom blamed me for it because it happened on my birthday, like he was just doing it to show off for me and it was my fault he got hurt. Thunder Hunter took full responsibility and left the Wonderbolts. My mom and dad separated and I barely saw him once a year. Being crippled like that, not even being able to walk, much less fly, even I could see how it just wore him down over time. After a few years he stopped even having hope that he might get better. Then he just...” She shrugged. “He decided he couldn't live like that anymore. I can't blame him too much.”

“And you're worried you'll end up like him,” Rose said, quietly.

“I don't know what to do...” Songbird said, rubbing her eye. “I can't go back to the guard. I don't even have real friends. All I've ever been good at is hurting ponies and running away from my problems...”

*** Last Year ***

Canterlot. The royal city. It was all glitz and glitter, nearly all of the cadets more worried about concourse than CQC. They were expected to look good, here, more like extras on a set than soldiers. Songbird felt out of place among them. None of them had ever had to spill blood or spent a night sleeping in the mud and rain in the field. They were almost all prissy unicorns who thought this was a good way to get girls.

She hated them.

She hated the city, too. Everything was so prim and proper, so clean that the cobblestones looked hoof-polished.

She hated the officers training them. She had expected drill sergeants. Instead she got teachers. She was forced to relearn things she hadn't used since she dropped out of Flight School. Once again, she was at the bottom of her class. What good was algebra or history to a soldier?

When the city had gone on lockdown for the royal wedding she had been happy about it. She might have only been a cadet in school, but on duty, with her armor strapped on, she outranked nearly everypony here. Except the real officers, and the Princesses. It felt nice to be the one giving orders, though.

She was patrolling the eastern part of the city, flying over a small neighborhood with two wingmen, when it happened. She shield spell shattered, and monsters flew in. Horrible chitinous things with dead eyes and buzzing wings. Songbird had for the first time in her life been paralyzed with fear.

Songbird woke up in the hospital after it was all over. Her squad had been captured. The others had been drained of their love. They were never the same after that, just automatons, barely alive, being herded gently by nurses who would have to take care of them until, if, they recovered. Songbird had barely escaped the same fate.

*** Present Time ***

“I still have nightmares about it,” Songbird whispered.

“A lot of people in town do,” Rose agreed. “It wasn't as big as the invasion in Canterlot, but when the changelings attacked here, we were totally helpless. Then Mare Do Well appeared and fought them off, all on her own.”

Songbird scowled at that. “She's a menace. She attacked us!”

“I don't presume to know what happened,” Rose said, evenly.

“She's the one who did this to me!” Songbird touched her eye, which was starting to hurt again. “I was trying to bring her in for questioning and she-” Songbird grit her teeth. “I'm going to find some way to get even with her...”

“You know, I met Mare Do Well once,” Rose said. Songbird looked up. “It's true. It was a little while after the guards cleaned up the mess from the changelings. I was walking back to the bar one night from the docks and some stallion jumped me with a knife.”

“What were you doing down there?” Songbird asked, frowning. “That place is-”

“Dangerous, I know.” Rose sighed. “I was out there visiting a friend. He helps me get rare vintages. Mostly for me, but sometimes I get a discerning customer or two. I was really able to surprise this unicorn once when I pulled out a bottle of Royal Moonshine. He didn't think there was any left outside of the palace.”

“Isn't that illegal to possess?” Songbird asked, raising an eyebrow.

“Well it's a good thing you aren't a Guard, then. Otherwise you'd have to fine me.” Rose smiled. “Anyway, I was going home and he jumps me. I've never been so scared in my life. I screamed and she swooped down like some kind of... giant bat or something. She was so graceful, like she was just dancing around his knife, and then she knocks him out with the lid from a trash can!”

“If she was really brave she'd join the Guard instead of just-” Songbird bit her lip.

“You want to find her, right?” Rose asked. Songbird nodded.

“After what she did I'm going to-”

“You should find her and talk to her. I don't know why she did that to you, but you seem like a good pony. And I think she's a good pony too. Instead of being mad at each other you should talk to each other and work things out.” Rose smiled.

“I don't think that's going to work,” Songbird said. There was a distant rumble like thunder. Rose frowned.

“There wasn't supposed to be any rain today...” She pulled back a curtain and gasped. The city was illuminated by a bright orange light, pillars of smoke rising into the air. Rose stumbled back as the building next door suddenly exploded into flames, the window shattering.

“Stay down!” Songbird yelled, jumping on top of Rose protectively.

“What's happening?!” Rose screamed.

“I don't know,” Songbird said. “Get outside. Do you have a fire brigade in town?”

“The pegasai are supposed to go and get a rainstorm going, a-and earth ponies and unicorns are supposed to evacuate a-and help stop any fires from spreading.”

“Okay. You do that. I'm going to figure out what's going on. I'll come back to check on you once things are under control. I still need that couch to sleep on later!” Songbird opened the window and flew out.

Half of the city seemed to be on fire. As Songbird flew up to get a look, she saw another building burst into flames, and a dark shape silhouetted against the glow of the burning structures. A black, winged shape. Songbird's eye widened. She recognized the shape of those wings, and they didn't belong to any pony.

“A griffon?” She whispered. She hadn't seen one since she was deployed to the border. What was one doing here? Then she was distracted as a loud crack split the air, a blossom of flame erupting in town hall. Two more followed, blasting debris out into the night. “No!”

Songbird started flying for town hall. She had to do something. Even if she'd turned her back on them, it was the only family she had left. If she didn't at least try, it would be one more thing to regret.

And she wasn't sure she could handle that.

Author's Notes:

I ended up going further into Songbird's backstory than I had intended, but that's half the fun of writing - surprising yourself with what happens to your characters.

Next Time: A deadly showdown on feathered wings, a secret revealed, a wind of razorblades.

Crabby Disposition: Quintessence

The Dark Mare
Crabby Disposition: Quintessence
by MagnetBolt

Songbird burst into Town Hall. The upper floor of the building was burning, the guards inside trying to put out the flames. She looked around in a panic.

“Where's Brass Shield?!” She yelled. Private Kicker looked upstairs. She followed his gaze to the office he'd been using. The entrance was choked with rubble, a beam having fallen across the doorway and flames licking around it.

Songbird flew up to it, trying to see beyond it. The smoke and flames were almost completely blocking her view.

“Brass!” She screamed. She grabbed the beam and pulled as hard as she could, trying to shift it. After a moment, something gave, and the beam fell down a few inches, the wood splintering. She could see beyond it now, to where Brass Shield was slumped over his desk. Songbird gasped and kicked at the wood. It took two hard kicks before it broke and she was able to get through, the flames singing her mane and wings.

“What's going on?” Brass Shield asked, dazed, as Songbird picked him up. The pegasus looked around. She couldn't get him through the door safely, but there was still the window.

“Hang on as tight as you can!” She ordered, flying for the broken window as embers rained down around her. With one of her eyes covered, she misjudged the distance, her flight feathers clipping the burning frame of the window, sending her into a spin as they got outside. She nearly dropped Brass Shield, managing to brace herself as they crashed into the ground.

She groaned and picked herself off the ground as the other guards ran over to her.

“Now will one of you tell me what in Tartarus is going on?”

***

A few minutes before the fires broke out, Loop D'Loop and Jetstream were eating dinner in the park. They'd planned to go with Kudzu Henge and Tin Roof, but those two had ended up canceling at the last minute. With those two as a couple, Loopy was starting to see them less and less. For most ponies it would just be a little melancholy as they grew apart.

Loopy wasn't like other ponies, being that she wasn't a pony at all. Changelings were more protective of their relationships and hated when they changed, in the same way anypony would hate going to their favorite cafe and finding things missing from the menu.

“So did you hear the rumor?” Jetstream asked. Loopy shook her head. “I heard Tin is gonna finally propose to Kudzu.”

“What? But-” Loopy frowned. “I didn't think that was coming for a while...”

“Come on, Loopy. It's not like you know much about relationships. You aren't even dating anypony.” Jet smirked. “It's no wonder you didn't see it.”

“Like you're one to talk. You don't have a special somepony either.”

“I do! I just haven't told her yet.”

“Jet, your crush on Mare Do Well does not count as having a special somepony. She probably doesn't even know you exist.” Loopy snorted. “I mean she wears a mask for a reason.”

“Yeah, so none of the bad guys she beats up can track her down and find the people she cares about.” Jet bit into a daisy sandwich. “So, I've been thinkin' about how I found her costume. I think I finally know what happened.”

“...Really?” Loopy raised an eyebrow.

“Yeah. See, she must have known that whoever found it would either take it to the guards or get caught with it, so either way it'd end up in town hall. She couldn't just break in with her costume on, so she had it personally delivered! She must have snuck in using her real identity and then put on the costume when it was time to get to work and save everypony from Old Hickory!”

“Unless she's one of the Guards,” Loopy noted, tossing a red herring into the mix. “That'd explain her training and-”

“Nah. Definitely not. She's somepony in town. I know that.” Jet looked up at the clouds. “She was here before the guards, and she knows her way around town, and she's really awesome. All I have to do is find the pony that matches that.”

“Well that's only about half of the ponies in town.”

“Hey, not many ponies can be awesome. Like, no offense Loopy, but if you tried doing Mare Do Well's job you'd end up getting hurt.”

“Don't be so sure about that-” Loopy raised an eyebrow and smirked. There was a flash and a rumble of thunder. “Huh? Thunder? But you said you were still getting rain together to get rid of the drought-”

“That's not thunder!” Jet yelled, tossing her sandwich aside and flying up. “It didn't even sound like thunder! That was some kind of- oh no!” She gasped. Loopy flew up to join her and saw what she was looking at, an entire street bathed in the light of flames. With a wet rumbling burp, another building erupted into flames as they watched.

“We need to get down there!” Jet said, grabbing Loopy's hoof.

“Woah! We should wait for-”

“No time for that!” Jet dragged her towards the flames. Loopy looked around. There was something familiar to the noise and the pattern that the fire was burning in. It looked almost like the trick that the jewel thief had used to make his escape from the warehouse. Her eyes went wide. It had to be the same ponies! But why were they just setting them off in town?

“Over there!” Loopy yelled, turning. Even outside of her changeling form she could feel the strong emotions of fear and pain coming from one of the buildings. “I... think I heard somepony scream!”

“Where?” Jet asked, flying closer. Loopy pointed to a window.

“Down there.” She swooped lower. She couldn't afford to pretend to be an awful flyer right now. She'd have to hope that Jet was too distracted to notice she wasn't being as clumsy as she usually was. Loopy tried to open the window. It was closed tight.

“Outta the way!” Jet yelled. Loopy ducked out of the way just in time as the mare crashed through the window. Loopy shook her head. The pony was completely insane. Loopy followed her in, brushing the broken glass aside. It was a foal's bedroom.

“Is anypony here?!” Jet yelled, looking around.

“Here!” Loopy yelled, moving the bed. There was a colt under it, shivering and afraid in a blanket. Loopy carefully put a hoof on him. “It's okay. We're here to get you out.”

“No offense, Loopy, but I'd better carry him,” Jetstream said, picking him up. “Just in case.” In case she crashed into something. Loopy rolled her eyes, but this wasn't the time to argue. It was her own fault for pretending to be such an oaf.

“Just get out of here! There's no telling how long before this place collapses!” Loopy yelled. Jet flew out the window, the disguised changeling following her. They put down in the street, and Jet handed the colt off to his mother.

Loopy ignored the tearful reunion, something bothering her. She could feel something watching her. Then she spotted it in the dark, a black shape, almost invisible in the smoke and the night. Loopy narrowed her eyes. The shape moved, and there was a flash, a gleam of light from steel. Loopy's instincts took over, and she jumped to the side. Something fast and sharp skipped off the cobblestones next to her hard enough to raise sparks.

“What was that?!” Jetstream asked. Loopy glared up at the shape. It wasn't a pony.

“Get everypony out of here,” Loopy said. If she had been Mare Do Well, Jetstream would have obeyed instantly. Instead, the pegasus followed her gaze up to the lurking black shape.

“Woah. That's a griffon!” Jetsream said. “I haven't seen one since flight school!”

“Well I'm gonna keep her busy while you get them out of here,” Loopy said.

“No way! She'll literally eat you for breakfast!” Jetstream flew in front of Loopy. “I'm not just gonna let you do something stupid!” Loopy felt something, and grabbed Jetstream, pulling her down and standing on her as another blade flew over them.

“Jet, you need to focus on getting those ponies out of here.” Loopy stepped back to let her up as the griffon climbed down the side of the building, moving like a spider.

“But-”

“But nothing. You know where the weather patrol has been stockpiling rain clouds. If you get a downpour going we might be able to do something about these flames.” Jetstream blinked at that. “Besides, even you can't predict which way I'll go when I fly and you've been teaching me for years. I can handle this until the guards show up.”

“You'd better,” Jet said, reluctantly. She flew off and grabbed the two ponies on the street, yelling for others to get moving.

Loopy kept her eyes on the griffon as she finally got to the street. She was easily twice as tall as the changeling, cloaked with black cloth. Her exposed feathers were ebony black. The effect in total was that she was little more than a moving shadow.

“How did you sense me?” The griffon asked. “No one spots me when I'm hiding.” She circled Loopy. “Especially not some weak little pony.”

“Maybe you're not as good as you think,” Loopy noted. There was a flash of anger, and the griffon jumped at her with unearthly speed, more than she'd ever seen anypony use. But the griffon wasn't a pony at all, with the reflexes of a predator. And the claws of one. Loopy managed to avoid being eviscerated, but the talon-swipe tore feathers from her wing.

The griffon started circling again, confidently walking around her. Loopy flexed her wing. The damage was only superficial. She could heal it in an instant by changing shape, but there were still ponies around. She couldn't do that quite yet.

Loopy waited for her chance, then jumped forward, bucking the griffon. The griffon grabbed her hoof and spun her, flipping her into the air. Loopy spread her wings, stopping her tumble, then pulled them tight to avoid a thrown blade, landing and rolling as the aggressive griffon followed up with another pounce.

“You're not as weak as you look,” the griffon noted. “You're no normal pony. You have a hunter's instincts.” Loopy stepped back, stopping when her hoof met something cold and hard. She kept her eyes on her opponent, carefully avoiding looking down.

“You sound surprised. You didn't think we were all easy prey, did you?” Loopy waited until she was in position, then threw the sharp blade she'd found with her hoof. The griffon hunkered down, flattening herself as the dagger went over her back. Loopy followed, bucking her in the beak, this time the griffon too distracted to avoid the blow.

The griffon recovered quickly, flying up into the air and dropping a flask as she rose. The glass shattered, and flame exploded into the air.

***

Songbird spotted the detonation in the darkness. She banked towards it, alone. The guards were all trying to put out the fire across town, scattered and doing their best to assist the townsponies, but there were only so many of them to go around. Over a dozen buildings were on fire, and it was taking everypony working together just to keep the flames from spreading.

As she got closer she spotted the griffon in the streets and dove towards her. Not with as much stealth as she would have liked. The black-clad predator heard her coming and backflipped away, throwing something sharp that hit Songbird's front leg, piercing into it.

“Ah!” She yelled, stumbling. She winced, unable to put weight onto the leg.

“There's something about this town,” the griffon noted. “All of the mares here have real spirit.”

“What, did somepony already come over and kick your tailfeathers?”

“Oh, she tried. She's taking a nap over-” the griffon stopped, looking over at a black mark on the street. “Where did she-”

She was answered with a swift kick between the wings as Mare Do Well landed on her. It was an open question as to whom was more surprised by the sudden appearance, Songbird or the griffon. The predator recovered more quickly, though, rolling to try and grab the masked mare, missing as she twisted unnaturally in the air and hopped away lightly, stopping near Songbird.

“Are you hurt?” Mare Do Well asked. Songbird bit her tongue.

“I- YOU, of all ponies, are asking me that?!” Songbird screamed.

Mare Do Well's veiled eyes narrowed. “You're... that guard that tried to jump me. But I remember you having- oh.” Her eyes went wide with surprise.

“Oh, now you remember me!”

“Well, maybe now I'll get to have a little fun,” the griffon said, her tone elated. “Just one of you was too easy.” She threw something down at her feet, and thick black smoke billowed out, covering the street, hiding her from view.

“If I hurt you, I'm sorry,” Mare Do Well said. “But we have something more important to worry about here.”

“...Her name is Ravenheart,” Songbird said, keeping her eye open, trying to figure out where the griffon would strike from next. “She's an assassin. She's wanted in at least two nations for what she's done. Escaped a dungeon a few years ago, and is suspected of being part of Labyrinth's inner circle.”

“Labyrinth?” Mare Do Well asked.

“You really don't know anything!” Songbird snapped. “You're just a thug!” Mare Do Well suddenly turned and pushed her, just as Ravenheart dove through the smoke, talons striking the cobblestones and raising sparks as she passed at high speed. “...A thug with really good reaction times.”

“Be careful. She's going to make another pass from a different direction.” Mare Do Well turned her head, as if watching something.

“You can see through the smoke?” Songbird asked, confused. Mare Do Well shook her head. “Then how-”

“Here she comes!” Mare Do Well yelled. Songbird jumped back, the warning helping her get to safety as the griffon charged through.

“We need to get out of the smoke so we can-”

“No. She can't see us, either. It means she can't throw any of those blades at us,” Mare Do Well said. “She'll change tactics now that she knows that won't work. She's got almost as many tricks as I do,” Mare Do Well sounded smug about that. “When I tell you, close your eyes. Eye.”

“Why?” Songbird asked. Ravenheart dropped down from directly above, talons and claws extended. Mare Do Well spun, holding something in her hoof.

“Now!” She yelled. Songbird turned away, closing her eye. There was a bright flash as the flare went off with a dazzling burst of light. The griffon screamed, and there was a loud fluttering as she fell to the ground, blinded. Songbird looked back as the light faded, flying over to give her a solid kick, sending her rolling away. The griffon kept going with the motion, springing to her feet and fading away into the smoke.

“It's like you know when she's coming,” Songbird muttered.

“It's a talent,” Mare Do Well said, a little pride in her voice. Songbird tried to place the voice, but failed. None of the mares she'd spoken to in town had a rough voice like that. Something about it, an odd buzzing echo, set her on edge just hearing it.

“I'm going to kill both of you,” Ravenheart said, her voice seeming to come from all around them. “I just don't know where I want to start, with the pirate or the foal in a Nightmare Night costume.”

“Pirate?” Songbird asked, frowning.

“You do have an eyepatch,” Mare Do Well noted. Songbird groaned. “I don't suppose you can do some neat pegasus weather trick and get rid of the smoke?”

“I went into the Guard, not weather patrol. I couldn't squeeze a raindrop out of a thunderhead, much less make enough wind to make a microburst.” Songbird mentally noted that Mare Do Well wasn't a pegasus, then. She continued, her voice barely more than a whisper. “And if I'm honest, I'm not a really strong flier.”

Mare Do Well snorted with laughter.

“What's so funny?!”

“You wouldn't understand. It's just kind of ironic.” Mare Do Well paused. “What's she planning...” The smoke started to clear, and there was no sign of Ravenheart.

“Did she leave?” Songbird asked, turning around.

“No. She's close. I just don't know what she's doing...” Songbird heard the rumbling before Mare Do Well did, both turning as a wagon barreled out of the smokescreen at them. They barely avoided being crushed under the wheels, the impact sending them through a window and into a flower shop, landing in the edible flower section, the wagon following them and getting stuck halfway through the shattered windowframe.

“Why didn't you warn me that was coming?!” Songbird demanded. Mare Do Well groaned and pulled herself free from a tangle of sunflowers.

“She's smarter than I thought,” Mare Do Well said. There was a draft. Songbird glanced back and saw an open window. She started towards it when a dark shape dropped down from above, cutting her off. Ravenheart was already inside. She swiped, her claws opening cuts on Songbird's shoulder, the pegasus flapping back, her leg too injured to walk on and the confines of the shop too limited for flight.

“Now you don't have anywhere to run,” the griffon said. Songbird could hear the smirk.

“Neither do you,” Mare Do Well said, throwing a flowerpot at the griffon. The agile predator spun out of the way, kicking the pot in midair and sending it back towards the masked mare. Mare Do Well ducked as it sailed over her head.

“The difference between us is that you two are merely prey pretending to be hunters. I'm the real thing.” The griffon reared up, talons extended. They were so sharp they gleamed in the light.

“Oh, I'm no prey,” Mare Do Well corrected. She ducked down, vanishing from sight behind a planer as Ravenheart came down at her, slashing the flowers apart. Mare Do Well wasn't on the other side. The griffon hissed in surprise.

Songbird watched as Mare Do Well edge around the angry griffon. How had Ravenheart missed her? She was so obvious. But even as she thought that, her eye slipped away, fixing on a flower, the wall, the ground, anywhere but Mare Do Well herself. It wasn't like she was invisible, just that everything else seemed to draw the eye, like she wasn't important. Songbird shook her head, trying to refocus. It didn't feel like magic, exactly.

Mare Do Well got behind Ravenheart, jumping up an almost impossible distance for anypony except a pegasus, but she didn't have wings. Songbird had to admit that she was amazed, just what was this pony? She landed on Ravenheart's back, planting herself on the back of her neck where she couldn't reach with her claws.

“Get off me you annoying little-!” Ravenheart thrashed around, knocking over a stand and forcing Songbird to flutter back to avoid lashing talons.

“Grab the rope!” Mare Do Well commanded, tossing one end of a slim black rope towards Songbird. The pegasus grabbed it with her good hoof and pulled as Mare Do Well jumped off of the griffon in the other direction. She'd somehow slipped the thin line around her target. Songbird realized it was the same kind of trick she'd used on the guards in the warehouse, and felt a blush come to her cheeks as she realized she was actually starting to admire the masked mare.

Songbird wrapped her end around a post, giving her some leverage as the griffon went berserk, every motion just serving to tie her up further. Ravenheart screeched in frustration and collapsed in a heap as she was finally unable to move anything except her tail, the leonine limb flicking left and right.

Mare Do Well leaned down and whispered into her ear. “If being tied up excites you so much you could have just asked.”

Her glare was sharper than the daggers she'd been throwing.

“That was really something,” Songbird said, tying a knot in her end of the rope to make sure the griffon couldn't get free. “You... kind of saved my life a few times there.”

“I couldn't just let her kill you,” Mare Do Well said, with a shrug. “Do you think you can handle her until the rest of the guards come? I can set off a flare outside to get their attention.”

“She doesn't look like she's going anywhere,” Songbird said, with a smile. “You know, we made a pretty good team. If you go talk to the Captain he'll probably give you a pat on the back and tell you to keep up the good work. Maybe we can stop tripping over each other and work together.”

“I'm... not really good at working with others,” Mare Do Well said. “Sorry. About hurting you, I mean. I was just trying to knock you out, not do real damage.”

“What did you even do? The doctors can't figure it out.” Songbird's heart jumped. “If we know, they might be able to do something to fix it! Was it some kind of Flim Flam gadget? Unicorn magic?”

“It's... probably more like magic than anything else,” Mare Do Well muttered, cryptically. “I don't know how much the doctors can do, but if you trust me I might be able to at least help...”

“At this point I'll take whatever help I can get.” Songbird swallowed. “I just- I got really scared when the doctor told me to- look out!” She screamed.

“He told you to look out?” Mare Do Well asked, confused for a moment. It was a moment too long, Ravenheart's wings snapping the rope with hidden razor-edged blades among her feathers. A talon caught her across the face, sending the masked mare spinning to the ground. Ravenheart shook the ropes off and roared, throwing something to the ground. With a bright flash, smoke filled the flower shop. Songbird backed up, coughing, and heard breaking glass as the griffon escaped through a window.

Songbird looked around as the smoke cleared. Outside, she heard the patter of rain begin, the local weather patrol finally getting the storm going to help put the fires out. Mare Do Well was collapsed on the ground. Songbird's eye went wide and she ran over on three legs, keeping her weight off her injured hoof.

“Are you okay?!” She asked, worried, reaching down to touch the mare. Her hoof met something tough and hard. She blinked. Was she wearing armor under her costume? It would make sense. She had all kinds of other gadgets. But it didn't feel like any kind of armor she'd felt before. It wasn't as rigid as steel, but it felt harder than any normal woven material.

Mare Do Well groaned and tried to stand up. She shied away from Songbird's touch.

“I'm fine,” She said, clutching her face, turning away from Songbird. “I need to leave.”

“She just clawed you across the face. Just let me see. I promise I won't tell anypony what you look like.” She stepped closed. Mare Do Well was shaking. With fear? Was she afraid to let anypony know what she looked like? Why?

“It's complicated,” Mare Do Well said. “I can't let you see. I-” Songbird advanced and grabbed her shoulder, spinning the masked mare around so she could get a look at what was probably a nasty wound.

“Don't be a baby. She could have torn open your...” Songbird's eye went wide, the color draining from her face. Half of Mare Do Well's mask was shredded, but there wasn't really a wound. The griffon's claws hadn't struck deep enough do do more than raise scratches on what was below. It wasn't soft pony flesh. It wasn't even armor.

It was chitin. Black, hard chitin. Songbird found herself face to face with a fanged, dead-eyed thing, a monster she hadn't seen since Canterlot except in her nightmares. She felt herself get dizzy, stepping back, tripping over a fallen planter.

“It's not what it looks like!” Mare Do Well- the changeling said. Songbird screamed she she got closer. It all made sense now. The buzzing sound when she spoke. The way she seemed to flit through the air. The strange little tricks. All of it, deception and malice. Some kind of long con. Of course she'd hurt Songbird. Changelings were all heartless monsters!

“Stay away from me!” Songbird screamed, starting to hyperventilate. Her vision started going, tunnel vision taking over as her panic attack neared its peak. She'd almost started to trust her! Was it changeling magic? It had to be. She'd been using magic on her all along.

“Calm down,” the changeling said. Her hoof touched Songbird.

Songbird screamed again, and finally passed out, everything going black.

***

Songbird woke up to somepony shaking her, the rain outside having grown into a storm.

“Flight Lieutenant!” Brass said, his face coming into focus as she blinked away the dark. He helped Songbird to her feet. She hissed as she accidentally put weight on her injured hoof.

“I'm not a Flight Lieutenant,” Songbird mumbled. “I quit, remember?”

“The paperwork burned up when my office got hit. If you want to quit you're going to have to do it again. And I'm going to pin a medal to your chest for saving my flank, so I'm not planning on making quitting again as easy the second time.”

“Yes, sir!” Songbird smiled and saluted. Her smile vanished as she remembered what happened to her. “Sir, I have something vitally important to report. Two things. First, it looks like the fires were started by Ravenheart.”

“Fits her usual style,” Brass noted, nodding.

“But that's just beside the point. Mare Do Well was here. And... I saw her without her mask.” Songbird shivered. “Sir, it's worse than we thought. It's- she's not a pony at all! She's a changeling!”

“A changeling!?” Brass Shield looked shocked. “Are you sure?”

“Yes, sir. I saw it myself. She's definitely a changeling.”

“Horsefeathers,” Brass stomped. “Maybe you were right after all. If she's a changeling then she's up to something. And you know the standing order from the Princesses. Any changelings found to be imitating ponies are to be brought to Canterlot for questioning and processing.”

“We'll have to start doing random changeling checks, sir,” Songbird noted. “And we can't have anypony go anywhere alone. We'll have to break out the challenge codes, too...”

“One thing at a time, Flight Lieutenant. Get those injuries checked out and then get your armor on. I can't have you out of uniform. Mare Do Well really could be anypony now and we're barely holding things together as it is with Labyrinth setting the town on fire.”

“Sir, any indication of why they did it?” Songbird asked. Brass shook his head. The two started walking outside, Brass helping Songbird with her injured hoof.

“No. But they must have a larger plan in mind. If it was just to tire us out, though, they did a damn good job.” A cold wind hit them, a strong gust from the north. The two ponies stumbled as they got outside. The temperature was already rapidly dropping.

“Somepony on the weather patrol is sloppy!” Songbird yelled, over the wind. “Look, it's turning to snow!” Flakes were drifting down among them. Brass shivered, the unicorn not as used to the cold as Songbird. Pegasai were naturally better with lower temperatures.

“I hope that's all it is,” Brass said, shaking his head. As they walked, Songbird realized something. Her eye didn't hurt. Had Mare Do Well done something to it while she was passed out? Why didn't she replace her when Songbird figured out who she was? Songbird looked down at the street, the snow starting to stick.

She was suddenly unsure if she should have told Brass Shield. Part of her wanted to still believe Mare Do Well was a decent pony. Creature. Even if she was one of the horrible things that had taken her partners away. That had given her nightmares that still plagued her sleep.

Songbird wasn't sure if it was changeling magic or if she was just having doubts after seeing Mare Do Well in action. She was sure of one thing, though.

Not knowing terrified her.

Author's Notes:

Mare Do Well's darkest secret has been revealed. Will the townsponies still trust her after word spreads about what she is?

Next Time: The Mighty Winter, a frozen heart, a landscape of white despair.

CRIMINAL PROFILE: Ravenheart
Species: Griffon
Sex: Female
Coat: Black
Feathers: Black

Notes: Expert hoof-to-hoof combatant. Carries a significant number of concealed weapons. Master of stealth. Member of Labyrinth's Inner Circle.

Psychological Profile: Almost total lack of empathy makes it difficult to predict her actions. Fond of using fire as a weapon and distraction. Enjoys eating her victims.

Ravenheart was a professional assassin working for the previous government of Griffonia before the recent revolution and upheaval. Her official record was sealed and destroyed during the government changeover and the current administration has cut all ties with her. She has since worked primarily in the private sector as a hired killer and enforcer.

Ravenheart was captured and imprisoned in the Minos Empire, and was moved into solitary confinement after killing and partially consuming her cellmate. She escaped during the destruction of the Cretan Fortress, and has since joined Labyrinth's Inner Circle.

The Ice Maiden : Lovers and Haters

The Dark Mare
The Ice Maiden : Lovers and Haters
by MagnetBolt

The weather team hadn't planned the blizzard, and no one had an answer on how the temperature had dropped so much in such a short time. High winds were keeping the pegasai grounded and the snow cover was making it impossible to get in or out on the ground. Liveryburg was cut off from the rest of Equestria.

An attempt at stopping the weather had failed badly, the icy winds chilling poor Sunshower so badly that she nearly ended up with frostbite just from flying into the clouds. With so many homes burned by the fire last night and the cloud homes inaccessible with the inclement weather, the more kind-hearted ponies were allowing others to share their homes until conditions improved.

What ponies were starting to worry about was just how long that was going to be.

***

“I can't believe I'm stuck on the ground!” Jetstream groaned, staring into the fire.

“You might want to start. You've said that almost a dozen times in the last two hours,” Loopy noted, sipping at the warm tea that Kudzu had brought her. There were half a dozen ponies sheltering at the Henge farm. Loopy had been planning on avoiding them after the fiasco in town, especially with the news spreading around that Mare Do Well was a changeling, but Jetstream had practically dragged her out of her treehouse, claiming she'd freeze to death in the shack.

“You spend all your time on the ground. It's not a big deal for you,” Jetstream sighed.

“Jet, don't be mean to Loopy,” Kudzu said, settling down near them. “She keeps putting up with your flying lessons even with how much you make her crash. If that's not brave I don't know what is.”

Jetstream made a noise and slumped, not quite saying anything. Loopy frowned at that. Something was on her mind. Then again, she could guess what it was. Anypony could.

“Let me guess, you're out of sorts about Mare Do Well,” Kudzu guessed. Jet straightened up, frowning.

“I guess it is a pretty big deal,” Loopy mumbled, sipping at her tea.

Kudzu nodded. “It would shake anypony up to learn that their hero was just a monster all along.”

“Mare Do Well is not a monster!” Jet yelled, her wings erupting from the blanket. “S-she might be a changeling, but... she protected us! She saved us from the others!”

“It does beg the question of just why she did it,” Kudzu pointed out.

“She might just be a good pony,” Jetstream said.

“She's not a pony at all,” Kudzu countered. “The changeling could be using us for some kind of nefarious purpose.”

“If that was true I'd know,” Jet said.

“Oh no, not this again,” Loopy mumbled, covering her face.

“Mare Do Well and I have a real connection. Ever since she saved me from those changelings, I've just known she was the mare for me.”

“She's not a mare,” Kudzu teased. “And I don't remember you being into mares before she cast her spell on you. Maybe literally, since she is a changeling.”

“Well, um...” Jetstream blushed.

“On the other hoof, since it's a changeling, I suppose Mare Do Well could have any sort of equipment you want.” Kudzu smirked. Loopy and Jetstream both turned bright red. Kudzu started laughing at their reaction. “What, was I a little too lewd for your sensitive ears?”

“N-no! I just-” Jet tried to hide under her blanket, her wings still erect and getting in the way. It only made Kudzu laugh harder. Before Jetstream could come up with an effective defense, there
was a sharp knock on the door.

“I'd better get that. You two lovebirds try not to do anything to each other while I'm gone.” Kudzu stood up and trotted away.

***

“Loopy, there's something I've been meaning to talk to you about,” Jetstream said, quietly, once Kudzu had left to deal with the door.

Loop D'Loop felt her stomach turn. She didn't like that tone. “What is it?” She tried on a smile, hoping she was wrong and Songbird was about to reveal she was claustrophobic or had accidentally caused the blizzard or something that wasn't-

“I know you've been keeping secrets from me.”

That wasn't that. Loopy went pale. “I-I don't know what you're talking about!”

“I've seen you on your mail route. You never have accidents.” Jetstream frowned. “The only time you're ever clumsy is when we're doing flying lessons.”

Loopy looked down, biting her lip and not saying anything.

“The reason you haven't been improving is because you've just been faking being bad in the first place. I just don't get why.” Jet watched her, and Loopy could feel the disappointment. “From what I've seen you're not bad at all, as long as nopony is looking. I want the truth, Loopy, about why you've been wasting my time and yours on flying lessons you don't need.”

“...The truth is...” Loopy swallowed. She couldn't just tell Jet that she was a changeling, or that she'd been faking things all along. But she did owe her at least part of the truth. “...You remember when we met? I walked into town and said I'd had an accident when I was flying?”

“Yeah,” Jet said, with a shrug. “You said you hit your head and were having problems remembering things.”

“The truth is... I never really had an accident. I just... I don't want to talk about what it was like before I came to town, okay? But I didn't want to be that pony anymore.” That was more or less true. “So I figured I could make a fresh start here. And after the accident story, everypony thought I was a clumsy ditz, and it was easy to just be that, and live up to their expectations...” Loopy looked at the floor and rubbed at her eye. It was tearing up for some reason.

“Wait, you were doing it because... you thought we wanted you to crash into things?”

“It made people sympathetic,” Loopy said, with a small shrug. “It meant they didn't ask questions about my accident. And it kept me off the weather team. I... I can't do weather magic. It's why I don't live in a cloud house. I can't even get a cloud to hold my weight for long.”

“That's nothing to be ashamed of,” Jetstream said, standing up, a little angry. “I used to know a pegasus who never even learned to fly until she was practically grown up. Ponies used to make fun of her for it but...” Jet trailed off. “...Loopy, were you running from bullies?”

“I said I didn't want to talk about it. But let's just say the last time I ran into somepony who used to know me... it didn't go well.” She omitted the fact that it had been a changeling, and that it was what had made her take up the mask of Mare Do Well. Both facts would probably blow Jetstream's mind.

“Aw... horsefeathers.” Jetstream suddenly leaned in and hugged Loopy. “I'm sorry. I didn't mean to get you upset.” Loopy shivered. Was she really upset? She didn't really have emotions like other ponies but just telling Jet this much had left her feeling drained.

“I'm not upset. It's just not very good memories. Part of the reason I like doing flying lessons is because I get to hang out with you.” Loopy smiled a little. “I always get worried that we'll grow apart, like how we never see Kudzu or Tin anymore since they got together.”

“Loopy, you're my best friend!” Jet said, surprised, squeezing her tighter before letting her go. “I wouldn't just ditch you like that. I promise even if I meet somepony else, I won't forget about you.”

“Not even if it's Mare Do Well?” Loopy asked, with a smirk.

“She is pretty awesome... but I guess I'll have to tell her that I need time to spend with you. Hey, maybe you two will get along! Then we could all hang out!”

“You don't think we'd be too different?” Loopy asked, trying to keep sarcasm out of her voice.

“Nah. I mean, if those guards are right, she's a changeling. I bet she could even pretend to be you!”

Loopy groaned. The irony was going to kill her.

***

Kudzu opened the door, cold wind blowing in as she did. She was glad her parents were away in Canterlot for a wine-tasting competition. They'd have been freaking out and trying to keep the snow away from the vineyard, though there wasn't much point until the storm stopped.

“Can we come in, Ma'am?” Two of the Guards were outside, one of them a unicorn using his magic to keep the worst of the snow off of them. Kudzu stepped aside and gestured for them to come in, shutting the door behind them, having to put her shoulder to it with the icy wind blowing in.

“It's pretty awful out there,” Kudzu said, smiling. “Can I get you some hot tea?”

“Thank you, but we won't be here long. We're just checking on everypony to make sure they're holding out against the blizzard,” the unicorn said, looking around. “We have a few questions we'd like to ask, if you have a moment.”

“Of course,” Kudzu nodded. She led them into the kitchen so they didn't have to talk right by the door.

“First, do you need blankets, food, or any other supplies?” The unicorn guard followed her, the other one, an earth pony, looking into the other rooms. Kudzu frowned at that.

“No. We always have things saved up. If the blizzard lasts too long the ponies here might start to get tired of grape preserves, though.”

The unicorn smiled, but looked tired. “How many ponies are staying here?”

“Myself and six others.”

“Have any of them been acting strangely? Maybe saying or doing things they normally wouldn't?” The unicorn glanced around. “Is anypony not acting like themselves?”

“This is about the changeling,” Kudzu stated.

“Changelings are very dangerous. We need to find it as soon as possible.”

“No one here is a changeling,” Kudzu sighed. The earth pony guard walked in, looking sheepish.

“Um, excuse me, Miss? Have you seen a pony named Matches Merrily?” He blushed when he said her name. Kudzu raised an eyebrow.

“...No. I don't know anypony named that.”

“Aw...” He sighed. “She seemed real nice and I was gonna see if she wanted to get something to eat.”

“Kicker, this isn't the time to be asking mares out on dates. We're on duty,” the unicorn admonished. The earth pony nodded. “Anyway, Ma'am, if you have any information, just find a guard and tell one of us. There's a reward for anything that leads to her capture.”

“You know, changeling or not, I don't think anypony in town is going to sell her out,” Kudzu said, as she walked the two back to the door, wanting them out as quickly as possible.

“I hope not,” the unicorn said, with a sad smile. “She saved my life when the timberwolf attacked, even if she did make us look like idiots in the warehouse when she strung us up. But these are orders from the top. We swore an oath to follow them.”

“I don't envy you your job.” Kudzu opened the door to let them out, the storm even stronger than before.

***

Songbird drained the small glass, feeling the harsh liquid within burn its way down her throat. Tequila Rose laughed as the pegasus grimaced.

“Was it too strong?” she asked.

Songbird shook her head. “It was-” her voice was strained. She coughed. “It was just not what I expected. Is it supposed to have that much cinnamon in it?”

“It's extra warming for the cold weather!” Rose said, happily.

“It's spicy,” Songbird coughed again. “But definitely warming.” With the near-destruction of Town Hall, the guards were having to find shelter elsewhere. Songbird had ended up taking Rose up on her offer to stay with her at the tavern, though it hadn't taken much convincing. The pegasus was, despite everything else going on, enjoying having made a friend for once.

“How's your eye doing? You haven't been playing with your eyepatch, so it must be feeling better.”

“Oh. It... isn't bothering me as much as before.” And that was more or less true. It didn't hurt now. But there was something worse. After the pain had faded, she'd removed the bandages and found that Mare Do Well had left her a reminder. Songbird wasn't sure if it was some kind of punishment. But it was bad enough that she'd rather keep it covered and stay half-blind.

“That's good,” Rose said. She poured herself a small glass of the hard cinnamon cider. She sipped it and gasped. “You weren't kidding about spicy!”

“Wait, you hadn't tried it yet?” Songbird frowned.

“I wanted you to have the first taste,” Rose said, blushing. Probably from the alcohol.

“Probably just so you knew if it was poison or not,” Songbird joked. Rose laughed. Songbird reached for the bottle and stopped as a sudden wave of disorienting nausea swept over her, making her spill the cider. She clutched at her covered eye, her hoof pressing against it, trying to make the feeling go away. It was like ice was pushing into her head, like the worst brain freeze she'd ever felt.

“Why did you spill that?” Rose asked, an edge to her voice. Songbird looked at her. The bartender moved to clean up the spilled cider, then stopped, shivering. The temperature in the room seemed to drop.

“Sorry. I just-” Songbird watched as Rose grimaced, rubbing her temples with her hooves, then turned on her.

“You're so clumsy!” Rose snapped. The earth pony stumbled towards her shaking her by the shoulders, a look of hurt and anger on her face. Songbird flinched back. “I don't know why I even let you stay here!”

“R-Rose, what's wrong?” Songbird winced as another pulse of cold washed through the right side of her face. She saw the bartender's eyes light up with an unearthly blue-white light for a moment before it faded to pinpoints, like stars glowing faintly in the depths of her pupils.

“Stop talking!” Rose snapped. She grabbed for Songbird's eyepatch. “And why are you wearing this stupid thing anyway?!” Songbird couldn't react quickly enough, and the loose knot slipped as Rose pulled it away with her hoof, exposing the damage that had been done.

“Don't look!” Songbird said, backing away. Rose looked at her with a combination of shock and fear. She turned away, and found herself looking at her own reflection in the bar mirror. Her left eye was its normal color, but the right one had been changed. It was a flat teal, like the eyes that haunted her dreams. Her eye had been replaced with a changeling's.

***

Loopy shivered. Everything had gone cold all of a sudden. She could hear something like high-pitched wailing, just on the edge of her ability to sense it. She shifted closer to Jet.

“Is it cold in here?” She asked, looking around. The fire was still roaring, and she could hear ponies talking in the other room.

“No. It's fine.” Jet said, curtly. “And why are you getting so close to me?” Loopy's ears folded back and she shrunk away. There was something about the way she spoke. There was a real edge to it. Loopy could feel it in the air along with the cold. Despair, anger, rage. They were all hanging like a fog around them. She could feel them seeping into the pegasus next to her.

“I just... I was cold,” Loopy said, lamely. She glanced around the room. What was going on? This wasn't normal. It was some kind of magic. Worse, it felt almost like changeling magic, but on a far larger scale than Loopy had ever thought possible. Even a Queen couldn't manage something like this. It was huge and omnipresent, like the storm outside.

“Cold,” Jet said, snorting. “Please. You're so pathetic. You were lying to me about not being able to fly, and now you're lying about that. I'd say you were a terrible liar, but I don't know if you've ever told me the truth about anything, so I can't compare!” Loopy blushed at that. It was more true than not. Her entire life was a lie. It was part of being a changeling.

“Jet, I'm sorry,” Loopy said, trying to calm her down. She could feel the rage building inside Jetstream like snow piling up in drifts. “I didn't mean to hurt you.”

“You're always wasting my time and being so useless!” Jet snapped. “You're just a cripple who's been holding me back! I bet that's why you're here! You got kicked out of Cloudsdale for being a screw-up!” It hurt, even if it wasn't true. Mostly not true. Loopy was a screw-up in more ways than one.

“Just calm down,” Loopy said. It was the wrong thing to say. But there wasn't a right thing to say with what was happening to Jet. The pegasus stood up and glared down at Loopy.

“Don't tell me what to do!” Jet shouted. “I'm the responsible one! Every time something happens, you go off and vanish!” Mostly so she could get her costume on, but still, it wasn't untrue.

Loopy looked back towards the other room. She heard yelling and fighting. Glass shattered. Loopy winced. This was getting ugly. The magic pervading the room was getting stronger, too.

“Jet, do you trust me?” Loopy asked, quietly.

“How am I supposed to trust you when you're always lying?!”

“I've just been afraid. I didn't mean to hurt you. Jet, please. Something's wrong. If you close your eyes, I promise I'll tell you the truth about anything you want. I promise.” She couldn't use her magic in this form. It was one of the biggest weaknesses a changeling had. Unless they were brazen enough to pretend to be an Alicorn, they had to choose between flying and magic while they were pretending to be a pony.

“Why should I? You're just lying again.” Jet shoved Loopy. She fell back into a couch, not offering any real resistance. “Give me one good reason why I should give you a chance!”

“Because- because-” Loopy swallowed. There was only one way she could shock Jet enough to get her to listen. With a wash of green fire, she dropped her disguise. “Because of this.”

***

Out of her left eye, everything seemed normal. Well, not normal. Rose was acting strange, and that gleam in her eyes was unnatural and frightening. But it was nothing compared to what she saw out of her right eye. An aura wavered around her, all yellow and green, but something was building up inside her, red and black and blue, ugly colors, like a bruise on her spirit. More than that, it was falling from the sky like snowflakes. Songbird could see it, like rain indoors.

“Oh no...” Songbird gasped. “What is this?”

“What's what?!” Rose demanded. “Oh let me guess, you're not just half-monster, you're crazy, too! Of course, I must be crazy too! I was going to let you spend the night! I was-” She stopped. Songbird could actually see it, her feelings at war with each other. Tequila Rose whimpered and touched her head, covering her ears.

“Rose, please...”

“I know you're not a monster,” Rose said, struggling to get the words out. “Everything is wrong... it hurts!” She started crying, tears leaking out. Songbird saw some of the bruising wash away. “I- Songbird, I can't control myself,” she whispered.

“What should I do?” Songbird asked. Rose looked up at her.

“Y-you have to go! I don't want to hurt you but-” Rose shivered, and Songbird saw more bruises appear. “Get out! Get out you stupid pegasus!” Rose stumbled towards her. Songbird backed up and fled out the door, the wind from the storm outside hitting her with an almost physical force. She looked up at the sky, and felt her heart stop for a moment.

In the cloud layer, where nopony else could see them, she could just make out glowing shapes, like emaciated ponies, their bodies half mist and fog. She'd heard about them in stories.

Windigos.

***

“You're a changeling?!” Jet asked, stepping back. Loopy stood her ground. She could feel an especially confusing mix of emotions coming from the pegasus, practically the whole emotional spectrum. It was disorienting. She couldn't tell what Jet was going to do, or how she'd react.

“Yes,” Loopy said. It was hard to deny it. “I know this looks bad, but I can explain. Just first I have to-” She focused, and pressed out a bubble of emotional energy, pushing away the outside influence. Jet's emotions came into sudden focus, the shield she'd created blocking those from outside, almost like the two of them were sharing a spotlight on a dark stage.

“You're a changeling!” Jet repeated, shocked.

“Okay, yes. We discussed this already.”

“But the only changeling in town is Mare Do Well!” Jet said. “And that means...” Loopy waited while Jet put two and two together. “...it means you're Mare Do Well, and you were disguising yourself as Loopy! Brilliant! No one would find you while you were pretending to be her! But, um, you didn't put the real Loopy in a pod or something, did you?”

She'd put two and two together and come up with three and a half. Close but not quite the answer. “No, Jet. I'm Loopy.”

“No, you're a changeling. Loopy isn't a changeling. Now I'm not really all that upset about you replacing her, as long as she's safe. I can see how you'd need a new identity with the guards after you.”

“...Really?” Loopy groaned. “Jet, I've always been a changeling!”

“Well obviously. You just haven't always been Loopy.”

“You're even denser than I pretend to be! Jet, I am Loopy! I always have been! That's why I can't do pegasus stuff right and why I don't talk about my past!”

“Then what did you do with the real Loopy?”

“I made her up!” Loopy snapped. “I am the only Loopy!”

“You... made her up?” Jet was clearly confused. Loopy sighed and sat down.

“Look, I told you I'd tell you the truth. I came here because I was scouting around Equestria for my hive. I came here and kind of... settled in. I liked it here.” Loopy sighed, her wings buzzing. “I made friends with you and Kudzu Henge and Tin Roof... I decided to stay here and stop reporting in.”

“And what about the other changelings?”

“They didn't like me much,” Loopy smirked a little. “I was a deserter, after all.”

“But wait, changelings feed on love! You've been eating our love!” Jet gasped.

“Well, yes. But it's not like how the changelings who invaded were doing it! You all liked me for who I was. I didn't have to feed on you. It's... you know how apples work, right?”

“...They're a fruit?” Jet said, confused.

“Yeah. They grow on trees, and you can pick them. What I've been doing is like letting the apples fall themselves and eating those. It doesn't hurt the trees and they give you the apples themselves. Those changelings... what they were doing was like tearing up the whole tree and stripping it.”

“That doesn't sound good for the tree.”

“It's not. It's why I stopped them.”

“Oh.” Jet blushed.

“Now listen, because this is important. Something's wrong. There's... some kind of a spell. A big one. It's why you felt so angry a minute ago. I'm keeping the spell off you but I had to drop my disguise to do it. Are you following me?”

“Um, I guess.” Jet said, nodding.

“Good. Because the ponies in the other room are just about to start trying to kill each other and we have to stop them before they do.”

“They- Kudzu!” Jet gasped and ran. Loopy hesitated and followed. If she didn't, Jet would run right outside of the bubble she'd created and the spell would take her over again.

In the other room, Kudzu and Tin were yelling at each other, one pony was crying in the corner, and a fourth was holding a long, jagged shard of glass picked from the broken plate on the floor and looking at it with disturbing intensity.

Loopy mentally prioritized things, and immediately grabbed the glass, pulling it away from the pony with a burst of magic and tossing it aside.

“Loopy, what should I do?!” Jet tried to pull Kudzu and Tin away from each other, and they immediately turned on her, biting and kicking.

“Just- hold on!” Loopy closed her eyes and pushed against the spell surrounding them, summoning up as much magic as she could from the love she had stored inside her. The room cleared of the oppressive hate that had surrounded it, and the ponies inside were left blinking and gasping, confused at what they had been doing.

“What was I doing?” Kudzu asked. She grabbed for the edge of a table to steady herself, obviously dizzy. “I was- a changeling!” She screamed.

“No, no, it's okay!” Jet said. “It's Mare Do Well!”

“It is? But then why-” Kudzu groaned, almost falling over.

“There's an evil spell that's affecting everypony. It's why you're acting so strangely. I'm sorry about this, but I can't keep it at bay for long. Jetstream, can you tie them up so they can't hurt each other?” Jet nodded.

“There's some twine in the drawer,” Kudzu said, helpfully.

“That'll do,” Loopy said. Within a minute, all four ponies were bound. Even that felt like a long time. Loopy felt her eyes drooping as she tried to keep the shield up. Magic really wasn't her forte. She'd been pretending to be a pegasus for so long that she was out of practice.

“Okay, what now?” Jet asked. Loopy looked up at her.

“Now we have to get you tied up.”

“No way,” Jet said, smiling. “I'm going with you! I can totally help!”

“It's too dangerous,” Loopy countered. “I have to drop this shield. I can't hold it up any more.” She shrunk it until it was only around her and Jet. “That's a little better...” The other ponies started struggling as the spell washed over them again.

“Look, you're in no shape to go alone,” Jet said. “And I've always wanted to go on an adventure with Mare Do Well! It's perfect!”

“I said no,” Loopy groaned.

“You said that the magic took a lot out of you, right? Well I'm your number one fan! So if I go with you, I'm like... a love battery! Or something. And if you don't take me with you, I'll start spilling your secrets to everypony!”

“Fine, whatever,” Loopy said, too tired to argue. “But I need to get my costume. The last thing ponies need here is to see me running through the town without a disguise on.” She grabbed Jet's hoof with her own. “Let's go.”

“W-we're going to hold hooves?” Jet asked, blushing again. Loopy gave her a look.

“Physical contact makes it easier to keep the spell off you,” Loopy explained.

“I'm holding hooves with Mare Do Well!” Jet whispered to herself. Loopy sighed again. This was going to be a long, long night.

***

“Hm? What's wrong?” The bandaged unicorn reached out to touch the windigo that had come crawling up to her like a scared child. She stroked its ethereal mane with her frost-covered hoof, the rime covering her natural coat color, comforting it. “Did somepony try to keep you out of their heart?” She laughed. “Just be patient, my little ones.”

She looked up at the clouds overhead, her horn lighting up with blue-white light as she sent more energy into it, feeding the cold and the storm. The unicorn started cackling madly, smiling with her lipless grin.

“Within an hour everypony in town is going to be tearing each others eyes out! There will be plenty of prey for you, my beautiful little children. They're all going to have such an ice time!”

Author's Notes:

Man, this was sure delayed. I've been kept busy by a lot of real-life stuff, unfortunately, working on some writing stuff that might actually pay money for once. Anyway, now Loopy's secret is really out! How are they going to stop the White Windigo and her minions?

Next Time: Ice Puns, Love Magic, Songbird Gets Some Answers, Frozen Hearts

The Ice Maiden: Riders on the Storm

The Dark Mare
The Ice Maiden: Riders on the Storm
by MagnetBolt

Loopy shivered. Changelings were good at a lot of things, but being cold-blooded with no insulating fur or feathers meant they were distinctly bad at surviving in cold weather for long periods of time. Her treehouse wasn't far from the farm, but even so, less than halfway there, Loopy found herself struggling, buzzing her wings to try and get warm.

“Are you okay?” Jetstream asked, concerned. She was handling the blizzard just fine. Pegasai spent so much time at high altitudes and working with the weather that a little snow wasn't going to bother her much.

“It's just cold,” Loopy admitted.

“Oh! What if you change into a polar bear! Then you'll be warm!” Jet smiled.

“I can't change into a bear. They're too big.”

“I could help a little...” Jet stepped closer, putting her wing over Loopy's back like a blanket. It did help a lot with the cold, but...

“Jet.”

“Yeah?”

“You don't have to touch my flank when you do that.”

“I-it's just the most convenient way to- it's not like it means anything.” Jet's cheeks turned red. Loopy gave her a look.

“Jetstream, I was almost exclusively a pegasus for years. You and I both know what it means when you put your flight feathers there.”

Jet moved her wing a little, making things less awkward. They walked the rest of the way to the treehouse in silence. It was covered in snow, the tree creaking ominously as they flew up to the door.

“This sudden cold isn't good for the tree,” Jet said. “Remember when we accidentally grabbed an ice storm instead of a rain shower, and it made the one oak explode? Kudzu told me the sap inside actually froze and broke it apart.”

“It'll be fine,” Loopy said, kicking open the door. Trying to get through while hanging onto Jetstream was awkward, but it was better than having her go crazy from the spell coming down with the snow. She led Jet over to where she had her costume hidden and pulled out the box with her hoof, digging through it and laying it out.

“So I was thinking, now that I know you're a changeling,” Jet said, hesitantly. Loopy had a sense that she knew where this conversation was about to go. “Instead of flying lessons, I could start teaching you about Equestrian culture and values and what it means to love!”

“Are you serious?” Loopy looked up. “Jet, I've been living here forever and this was hardly my first mission! I know more about love than you do!”

“...You do?” Jet blinked, then started to turn red.

“Stop that! I don't mean- not that kind of love! But I probably DO have more experience than you do. I mean... I already have friends, and you all mean a lot to me. I like pretending to be a pony. It's comfortable.” Loopy sighed. “It's not something you have to sell me on. I'm already one of you. It's why I kicked the other changelings out of town when they wanted to hurt you.”

“Oh.” Jet looked down, embarrassed. “Wait, this wasn't your first mission?”

“No. But it was the most important one,” Loopy said, her voice muffled as she pulled on the mask. “Now let's find whatever is behind this storm.” She shivered. The treehouse wasn't really properly insulated.

“Hold on.” Loopy reached over and grabbed a scarf, wrapping it around Loopy's neck. “There. That should help keep you from freezing.”

“You don't think a scarf and a cape might be a bit much?”

“No. I think it's perfect.” Jet smiled.

***

Songbird winced as another gust of wind cut between the buildings, picking up snow and slamming it into her like a wall. If it wasn't for the glow she could from the windigos and the strange magic in the snow, she'd be completely blind from the blizzard. Even like this, her second sight was worthless for seeing buildings or trees.

Then she spotted something closer. Two shapes moving slowly through the snow. They didn't have the hateful glimmer of the windigos, but there was something strange, aside from them being out in the snow. One of them had a strange glow, washing over the other.

Songbird stalked closer, trying to stay hidden until she knew what was going on, and the snow parted like a veil, revealing Mare Do Well and the silver pegasus Songbird had brought in for questioning before. Two things immediately became obvious to Songbird.

First, that she should never have let Jetstream go, because here she was holding hooves with a monster, though obviously she was telling the truth about not being Mare Do well.

Second, that Mare Do Well was casting some kind of spell on her. No doubt evil changeling magic! Songbird pushed through the wind and jumped at her, dragging the masked changeling away from her victim.

“I knew I'd catch you in the act!” Songbird screamed over the wind and the distant shrieking of the windigos. “You monsters always make mistakes!”

“What are you talking about?!” Mare Do Well demanded, kicking her away and rolling to her feet.

Songbird pointed to Jetstream. “I saw you casting a spell on her! It's no wonder she admires you so much when you have your evil changeling love magic on her!”

“I'm just trying to keep her from going crazy like everypony else in town!” Mare Do Well countered, trying to get back to Jet. As she turned her back, Songbird pounced again, landing on her back and driving her into the snow, holding her down.

“You're probably just waiting for the right moment before you drain her dry,” Songbird countered, easily holding the changeling in place. “You're going to break the spell you have on her and then you're going to tell me just what you did to my-”

Songbird was cut off as a furious bundle of silver fur and feathers slammed into her, bowling her into a snowbank.

“You're using love magic on me?!” Jetstream demanded, huffing and puffing with anger. Mare Do Well pulled herself out of the snow.

“It's not... well technically it is... but it's to keep them away!” Mare Do Well said, backing off in the face of Jetstream's anger. Songbird shook her head to clear the snow from her ears and nose, recovering her senses just in time to see a shape banking towards them from above.

“Watch out! A windigo!” She yelled, running towards Jetstream. Mare Do Well was much closer, jumping between her and the oncoming spirit. With a flash of green light, it was sent howling back towards the sky. Songbird could see the energy ripple away from Mare Do Well, blasting away the disquieting magic in the snow for a moment in the shockwave it left behind before the precipitation fell again.

“Loopy? What happened...?” Jetstream asked, touching her head. Mare Do Well grabbed her hoof, and Songbird saw the aura envelop her again. The dark magic in the snow hissed and fell away from the light like a drop of water on a hot pan.

“Windigos,” Mare Do Well said, looking at Songbird. “That's what all of this is, you know. It's windigo magic. I'm just trying to keep it off of her.”

“So you are using love magic on me?” Jet asked, sounding pensive.

“...Yeah. But I'm doing it to counter the hate they're trying to put inside you.”

“Don't trust her,” Songbird said, flicking snow from her wings.

“Oh come on! You know I didn't do this!” Mare Do Well gestured to the storm above them.

“...” Songbird looked away. “I know. But that doesn't change the fact I'm going to bring you in.”

“Do it after we make sure everypony isn't going to go crazy and kill each other,” Mare Do Well said. “The magic isn't affecting you because...” she trailed off. “Look, if you help us, I'll give myself up when we're done.”

“But-!” Jet said, looking at Mare Do Well.

“This is more important,” Mare Do Well said, sounding defeated. “I can't let everypony die, and I probably can't run forever.”

“Fine,” Songbird agreed. “It's a truce until we stop her.”

“Her?”

***

The center of the storm hung over the middle of town, right above the burned wreck of Town Hall. Growing from it, like a flower blooming in a field of cinders, was a tower of solid ice, glimmering with light from within. It was twice as tall as any other building in town, a spire that reached almost to the clouds above. Shadows suggested floors and walls within, but the frosted surface made it impossible to see any details.

“What do we do?” Jetstream asked. Songbird glared at her, annoyed.

“We go in, of course. The wind here is weak enough that we can fly to the door.” Songbird pointed with a hoof to an ornate hexagonal door. “That looks like the main entrance. There are stairs leading to it, at least.”

“Why is the wind weaker in the middle?” Mare Do Well asked. Songbird and Jetstream both gave her a look. After a moment, Songbird huffed and answered.

“I shouldn't have expected a changeling to know anything about the weather. This is a rotating storm, like a hurricane. There's a dead spot in the center that the winds swirl around.”

“No wonder you got kicked off of weather patrol,” Jetstream muttered, though she was less annoyed and more amused.

There was a snapping and creaking sound that got all of their attention as the doors opened, throwing off a cloud of snow as they parted.

“I think she knows we're here,” Mare Do Well said, quietly. She started walking towards the door. “Jet, I don't sense any windigo magic here. It's too tied into the storm. But stay close to me. If you start feeling angry or confused and you don't know why, tell me.”

“R-right,” Jetstream said. The three ponies (well, two ponies and a changeling) flew up to the door, skipping the staircase entirely. The angled steps and ice construction made it treacherous at best. Songbird kicked the door in, and they walked into an expansive room, the crystal-clear floor looking down at the ruins of town hall.

“Oh no!” Songbird gasped, running to one side of the room. Like statues, there were ponies frozen in place, twisted into painful contortions and left coated with ice, put on display as grotesque trophies. It would have been bad enough if they were dead, but then one of them, slowly, blinked, unable to do more than that in his icy prison.

“Welcome to my palice.” The three looked up to see somepony standing on a landing above them. She looked like a unicorn, her mane and coat the glittering pure white of fresh snow. Bandages covered her face, revealing only a lipless grin and mismatched eyes, one apparently blind and featureless like a white marble, the other raw and red, like the eye of somepony who had been crying for so long they'd run out of tears. As she moved to step onto the stairs leading to them the coating of frost on her coat flaked off, revealing a pale blue beyond it for a moment before frosting over again.

“Oh no,” Songbird shivered.

“Who is she?” Jetstream whispered.

“My name is Fimbulwinter,” the unicorn said. “Learn it well, for it is the chilling sound of your doom. Though I think the Royal Guards have a different name for me, hm? The White Windigo. It's accurate, if a bit overblown. I'm barely even half windigo!” She chittered with laughter.

“She was-” Songbird started, and was cut off as a short blast of magic froze her mouth shut.

“I will do the introductions here,” Fimbulwinter said, angry. “I'm the only one who deserves to tell my story.” She started pacing up and down the stairs as Jet and Mare Do Well tried to carefully break the ice muzzle from around Songbird's mouth.

“You see, I used to be a researcher from Canterlot University,” Fimbulwinter said. “And I managed to get that rarest of all treasures. A research grant! Enough to fund a journey to the far north to study ice magic and windigos. They have a rather significant part to play in the founding of Equestria, you know.” She sighed. “I thought I was well prepared for the trip. I even found some spells to keep the cold away. Though as you can see, they haven't helped much with my chilly disposition!” She laughed again.

She frowned when no one else laughed with her. “Everypony's a critic. Don't worry, the next one's a real killer!”

“She's completely insane,” Mare Do Well whispered. “She's just... empty inside. I can't feel anything.”

“I found the windigos,” Fimbulwinter continued. “And they found me. They're such fascinating creatures! They live entirely on emotions of hate and intolerance!” She giggled. “Of course, I'm sure you know that already. If I had been smart I would have brought a friend along. Not that I had any. The windigos were as empty as I was, all ice and loneliness. I found that we weren't so different, so I tried to make contact.”

As if on cue, one of the ice spirits flew through a window and circled around her. Fimbulwinter reached out to touch it, stroking its mane before it flew off again.

“I've mastered their form of magic. Ice and snow and storm and rage!” She shot a blast of force across the room, shattering the frozen form of one of the guards. Songbird paled as the trapped form was reduced to red slurry. “Oh sure, I got a little frostbite in the process, but I think the stallions can't resist a cute face like mine, even with a few missing parts!”

“You're pure evil,” Jetstream said, terrified, as she looked up at Fimbulwinter's lipless grin.

“Do you hate me? I hope so. It only makes me stronger, you know.”

The muzzle broke free from Songbird's face, and the guard launched into motion.

Songbird screamed and charged at her. The unicorn casually blasted her out of the sky with a short burst of ice magic, Songbird's wings freezing up as they were coated in ice. The pegasus dropped out of the air and landed heavily, the floor cracking slightly from the impact.

“And you're all rather dull,” Fimbulwinter said. “Come now. I want a good fight out of you!” She laughed as energy cascaded up her horn, building to a point. Mare Do Well grabbed Jetstream and ran for cover as icicles blasted outwards in a tight spread like daggers, dozens cutting through the air and slamming point-down into the floor.

Songbird shook the ice from her wings and ran for the bottom of the stairs, trying to keep low. When she turned the corner, she saw the rime-frosted unicorn smiling at her. A wall of ice rose up and slid towards her, faster and faster. She threw herself to the side and it slammed into the frozen ponies, carrying one into the wall and shattering her.

“I hope that wasn't anypony you knew!” Fimbulwinter laughed. “I didn't think you'd be so cold that you'd sacrifice somepony to save yourself!”

“She's not!” Mare Do Well yelled, as she dropped down on the unicorn. She slammed her down into the stairs hard enough to break through the plane of ice, sending them both to the floor below. Mare Do Well reared up to buck her in the face and was suddenly grabbed, the unicorn biting her hoof. Burning cold surged up her limb and she pulled back, barely getting away, limping.

“Talk about the cold shoulder,” Fimbulwinter said, standing up. “You didn't even want to give me a little kiss?” She looked up and fired a ball of white energy into the air. Shards of ice shot out randomly in every direction as it exploded with frozen power.

“We need another plan!” Jetstream shouted, as she dodged a blade of glassy ice the size of her head.

“We can't get close to her,” Mare Do Well said, shaking her leg. “My leg went numb almost instantly. Her whole body is just filled with ice magic.”

“I got an idea! Cover me!” Jetstream flew straight up, towards the icicles hanging from the roof. Mare Do Well caught on at once and threw a fallen chunk of ice at Fimbulwinter to get her attention. The unicorn obliged her by firing a beam of pure cold at her, snow condensing out of the air in its wake. Mare Do Well ran away from her and up the stairs, using them as cover. The beam hit the ice blocks and shattered them, sending half of the wall down along with Mare Do Well in a heap of frozen debris.

Songbird roared and kicked Fimbulwinter in the back of the head, knocking her aim away down to the floor. A long line of jagged ice appeared, and the glass-like ice started to break from the force of the wintery blast. Fimbulwinter twisted her neck and sent Songbird crashing into the wall, ice covering her hooves and pinning her like shackles.

“Watch out!” Jetstream shouted, as she bucked a hanging icicle the size of a wagon. It cracked at the base and broke free of the ceiling, crashing down and narrowly missing Fimbulwinter and smashing the floor. The entire structure groaned as the floor collapsed under them, sending them down in a cloud of snow and ice to the ruins of town hall.

***

Loopy groaned and stood up, slipping in the ash and snow under her. The collapse had filled the air with a haze of ice and soot. She could sense Songbird and Jetstream, but not Fimbulwinter. Or whatever she called herself. Loopy shivered. Windigos and changelings had a long history. They competed for prey, changelings infiltrating the social order and draining love, windigos driving ponies apart and feeding on the collapse of society.

In the end, ponies had driven both of them to the far, dark corners of the world. The kind of place that Liveryburg was being turned into, cut off from the rest of the world, full of dark magic, the insane, and monsters.

“Oh little ponies...” Sung Fimbulwinter, from somewhere in the gloom. “Are you hiding? We're just starting to have fun. How about I show you a cool little trick I picked up?” The snow in the air froze in place and then rushed sideways.

With a sound like tinkling bells, Fimbulwinter was revealed, floating in midair, supported by wings of cold blue ice growing from her back, crystallizing into shape as the snow collected and froze in a solid mass. Loopy could see windigos lingering on them, showing themselves in impossible reflections, leering out from the faucets and angles of the magical wings.

“What do you think? I think I'm all set to be a princess now. I mean I know I'd just be perfect for it. Celestia can raise the sun, and Luna can raise the moon, and I can kill everypony!” She started laughing. Loopy felt around her costume. She had brought a few tricks with her, and was hoping they'd do better than changeling magic. With the windigos powering Fimbulwinter's magic, she was all but immune to any mind tricks or prediction.

“Let's see how you like this,” Loopy whispered, throwing a flare towards her. It burst into flame and blinding light and she saw Fimbulwinter recoil away from it, flying back. When she moved, her wings didn't flap, a torrent of cold winds keeping her upright instead. A vortex flung the flare away, ice forming around it and extinguishing it.

“I'm going to kick your ice for that!” Fimbulwinter said, rubbing her eyes. Her wings rose up, and Loopy's eyes went wide as windigos rushed out and down along the ground, ice spreading in a thick sheet around her. Loopy jumped, buzzing her wings to try and avoid it, but with one leg still numb from cold, she was a half-second too late, and the edge of her cape was caught in the ice, the whiplash jerking her down when she tried to fly away.

Loopy grabbed at her cape, trying to free it, but it was frozen fast. She turned as a wave of cold rushed over her, a windigo passing through her, leaving her gasping for breath, the passage of the spirit almost killing her, draining her love reserves. Her wings were suddenly burning with the same numbing cold as her leg, almost completely frozen through.

The effect on the spirit was much worse, the windigo bursting into ethereal flame and howling as it evaporated.

“What?! How did you do that?!” Fimbulwinter demanded. “No one can just kill a windigo!” She started laughing. “At least they can't do it and get away with it!” Her horn started glowing with magic.

“Get away from her!” Jetsteam shouted, jumping onto Fimbulwinter's back. The incredible cold the unicorn was generating burned like fire against her as she held on, flapping as hard as she could.

“What are you doing?!” Fimbulwinter demanded. “Let go of me!” Jet could swear she felt her blood freezing in her veins, but she refused to stop. She looked back, and spotted a window, the ice thinner and almost perfectly clear.

“I'm saving her life!” Jetstream yelled, bucking one of Fimbulwinter's ice wings to throw her off balance. The winds around her suddenly shifted as the ice cracked, sending them into a spiral. Jetstream braced herself and tried to direct them towards the way out.

Her aim wasn't perfect. She hit the ice before Fimbulwinter, the force of it breaking something inside one of her wings, but the pain was distant compared to the numb burning taking over her body. As they careened into open space, everything seemed to slow down. Jet closed her eyes as she saw the ground rushing towards them, letting herself drift away in the chill.

***

Fimbulwinter's wings shattered as they hit the ground, and the windigos inside rushed out and away. The unicorn screamed as they left, throwing Jetstream to the side and rolling to her feet.

“No! What have you done?! I need them!” The unicorn panted, looking around and starting to panic. The storm overhead was starting to break up, sunlight showing through. Fimbulwinter looked down at her hooves in horror as the frost coating them started to melt in the growing heat, revealing her patchy, blue coat.

“No, no... I can't live without them!” Fimbulwinter gasped. “It's too hot here! I'll thaw out and-” She coughed, almost throwing up. She looked up at the ice castle she'd built, the edges becoming soft in the growing heat, melting with unnatural swiftness.

“Stupid selfless sacrifice...” Fimbulwinter stepped over to Jetstream. The mare was lying still and cold where she'd fallen. “This isn't some stupid Hearth's Warming Eve story where you can just use love and friendship to win!”

Fimbulwinter raised a hoof to strike her. Before she could bring it down, a shaft of sunlight broke through the clouds and shone into her eyes, making her shriek and stumble back into the shadows, water dripping from her body.

“I'll just have to kill you next time,” she said, panting. Focusing all of the energy she had left, she vanished with the distinctive pop of a teleportation spell, leaving behind a thin globe of ice where she had been, which quickly shattered into a tinkling shower of snow.

***

Mare Do Well struggled to get closer to the window, her back legs barely under her control. The castle of ice rumbled under her, the floor shifting as the foundations started to give under the strain. She felt hooves grab her around the middle as she was lifted into the air.

“Jetstream?” She looked up. Songbird glared down at her. The ice shackles were still around one hoof, and the other was scraped and bleeding from when she'd managed to slip free.

“You're not getting off that easily. You're still coming with me.” She struggled to stay in the air, her wings still injured from when Fimbulwinter had frozen them over. They got through the broken window just as blocks of solid ice smashed down where they had been, the collapse sealing the window behind them.

Songbird looked around, trying to spot the two ponies that had gone out the window.

Fimbulwinter was gone, the only sign that she had been there was the shattered remnants of her wings.

Jetstream was covered in frost. And she wasn't breathing.

“Oh no...” Mare Do Well ran over to her, searching for some sign of life. She could only sense a fading wisp of emotional energy from her, and it might have just been wishful thinking. The changeling knelt down over her, doing the only thing she could think might help – forcing energy into her body.

Jetstream coughed and sputtered, her heart starting again. She took a shaking breath, but her body was still as cold as ice.

“She needs a doctor. I don't know enough about ponies to-” Mare Do Well met Songbird's mismatched eyes. “You saw what happened last time I tried to help.”

“Fine. Help me carry her to the hospital and I'll take you into custody once she's safe.”

“I can't fly until my wings heal. She doesn't have that long.” Mare Do Well looked at Songbird. “You're the only one who can get her help in time.”

“But I have to-” Songbird bit her lip, hard enough to draw blood.

“You're going to have to choose. Help her, or take me in. You want to be a hero? Well here's your chance.”

***

Songbird passed the frost-covered Jetstream over to the doctors and nurses as she got to the hospital, just before they took her aside to treat her own wounds. There were dozens of ponies being treated, some of them very badly hurt. After what had happened it would take weeks for the town to recover, not just physically but spiritually. The windigo magic had hurt everypony in some way.

“Minor ice burns... some broken feathers... you're stable. But that eye is...” The examining nurse shivered, looking at Songbird's right eye. The pegasus self-consciously wished she had her eyepatch.

“Don't worry about it,” Songbird said, quietly.

“R-right. Um, we need to treat the other patients first. We only have so many doctors and-”

“No, no, it's okay.” Songbird waved the nurse away. She was obviously uneasy with Songbird's condition and just wanted to get away from her. Songbird couldn't blame the mare. “I'm fine. I just need to get some sleep and let somepony know if it gets worse, right?”

“That's right.” The nurse smiled apologetically, before running to help a doctor with somepony still struggling and kicking. Songbird could see the spell still on him, only slowly breaking away from his aura. It was horrible. It was all horrible. But they were getting better.

Songbird wouldn't, though. She touched her eye, remembering what Mare Do Well had said just before she left.

“I tried to use a regeneration spell to fix your eye. There was a lot of energy tied up there. I thought it would just use up the energy or heal anything wrong with your eye but... I think the spell was only intended to heal a changeling, and it changed you trying to fix you. I'm sorry.”

“Sorry my flank,” Songbird grumbled, turning over on the bed and closing her eyes to block out the sight of the lingering windigo magic. She resolved to check on Jetstream before she left, but first, she needed to get some sleep. She was exhausted.

***

When Songbird got to the hospital room, a nurse was looking over Jetstream's charts. The silver pegasus was asleep, but seemed to be breathing easily.

“How is she?” Songbird asked the nurse. The earth pony looked at Jetstream and sighed, then gave Songbird a somewhat forced smile.

“She'll need some time, but she should make a full recovery as long as she stays nice and warm and gets bed rest. I heard you were the one that brought her in?” Songbird nodded. “You got her here just in time. Too much later and she would have had permanent injuries.”

“...Then I made the right choice,” Songbird said, quietly. “Thank you. Has anypony else been here to see her?”

“No,” the nurse said, shaking her head. Songbird looked at the sleeping pegasus. She was going to have a lot to apologize for, soon.

“Would it be alright if I stayed here for a little while?”

“Of course. I'll let you have your privacy,” the nurse stepped out, closing the door behind her after giving the hospital bed a last long look. As the pony trotted quietly down the hallway, a doctor stepped out and spotted her.

“Ah! Nurse Heart Murmur! I was looking for you!” He took a step towards her before a voice came from behind him.

“Can I help you with something, doctor?” The stallion turned to look, and saw the nurse behind him. Frowning, he turned back to the hallway where he'd seen her walking away. It was empty.

“I must be getting old...”

Author's Notes:

This chapter proved harder to write than expected. Hopefully the next one will come a little faster.

Next Time: The Center of the Labyrinth, a Broken Mare, Justice

CRIMINAL PROFILE: Fimbulwinter AKA White Windigo
Species: Unicorn
Sex: Female
Coat: Blue
Mane: White
Cutie Mark: Snowglobe
Notes: Powerful ice magic, with almost unlimited magical stamina fueled by hate and disharmony.
Psychological Profile: Psychopathic, with a compulsive need to make other ponies hate her. Believes that she has to feed the windigos haunting her in order to stay alive.
Fimbulwinter was one of the top researchers at Canterlot University until she disappeared several years ago in an accident in the far north during a research trip. Initial recovery teams found every other member of the research group dead, and Fimbulwinter missing.

Since that time, town after town has been wiped off the map, the inhabitants killed, missing, or insane. The few survivors sane enough to speak told of a white witch who controlled the windigos like pets. So far, even the most advanced scrying spells have failed to locate Fimbulwinter, and she has been wandering Equestria and preying on ponies despite efforts to stop her.

Recent reports have placed Fimbulwinter's activities near known foci of Labyrinth's activities, though why she might be working with them and what they could be offering her in return is currently unknown.

Bull by the Horns: Inner Strength

The Dark Mare
Bull by the Horns: Inner Strength
by MagnetBolt

“Why don't we start by talking about Loop D'Loop,” Brass Shield said, looking across the table to the changeling sitting on the other side. Its hooves were bound, and a magic-disrupting ring had been put on its horn to keep it from disguising itself or using magic on the guards.

“I told you already, I'm Loop D'Loop,” the changeling said, sighing. She'd been dragged to the building the Guard was using as a second temporary headquarters, one of the warehouses on the docks. Apparently they'd set it up as a listening post while doing surveillance for the mission of theirs she'd ruined, and had expanded it to serve the rest of their needs. It didn't do much for Liveryburg's mayor or the records office, since town hall had been burned down, then an ice castle built on it, then had that collapse and melt onto the ruins.

Ironically, the town, with its lack of records and recent troubles, would be ripe for changeling invasion now.

“And how would the original Loop D'Loop feel about that?” Brass asked. He had a folder in front of him stuffed with files. He'd only opened it once so far. Loopy was intensely curious about just what was inside after the glimpse she'd gotten.

“You really don't have any idea how changelings operate, do you?” Loopy asked, already knowing the answer despite her current condition. The ring keeping her from using her magic was doing a wonderful job at suppressing her natural empathy. It made talking to somepony else really awkward, like they weren't real.

“Maybe you can help us with that,” Brass suggested. “According to the files we have, you're some sort of scout.”

“That's right,” Loopy said, cautiously. “How did you know that?”

“We've had a chance to interview a number of changelings. Some of them from this town. Now, I assure you that we're not going to use anything you tell us against you. We aren't trying to hurt your people, we're just trying to learn more about you so... let me get this wording right...” Brass pulled a sheet of paper out of the folder. “'To help establish trust and better understand our neighbors and their plight.'”

“Wow, you really make a mare feel at home with your interrogation chambers, prepared statements, and bondage gear.” Loopy snorted.

“The Princesses were very particular about some things,” Brass said. “There was some mistreatment of prisoners right after Canterlot and they wanted to set down ground rules to make sure it wouldn't keep happening.”

“If you say so,” Loopy said, dismissively. “That might have carried some weight if you hadn't dragged me here in chains.”

***

Loopy ran. Her wing was still aching, and her back hoof, despite being numb, had the sense of wrongness to it that said she'd managed to hurt herself trying to gallop on it without really being able to feel what she was doing.

She was running because she needed to get out of town. Oh sure, she'd promised Songbird that she'd turn herself in, but there were things she needed to do first. Visiting Jet had been one of them. Now that she knew Jet was going to be okay, she felt a little weight lifted from her carapace. It wouldn't be easy setting up shop somewhere else, but infinitely better than being captured by the guard and thrown in a dungeon.

Even a changeling needed a few things, though. She had a saddlebag in her treehouse in case she needed to bug out (Loopy would here point out the pun to anypony listening, not that she'd ever had the opportunity – even she wasn't fool enough to tell somepony her secret escape plans). A bag of bits, a map of the forest, a few little trinkets that would help her sell a new identity. It was useful to have something a bit odd, like a telescope (low-quality, but perfect for pretending to care about astronomy or birdwatching), a necklace with a locket holding a photo of a mare (the mare in question being one of Loopy's old disguises, but wonderful for a sob story about a lover or family member), and the greatest tool in a changeling's arsenal – a full bottle of Applejack Daniels. Everypony loves somepony who shares a drink with them.

She'd just pulled the bag out from where she'd hidden it in the rafters when lights blared on from outside.

“THIS IS THE ROYAL GUARD. STEP OUT OF THE TREEHOUSE WHERE WE CAN SEE YOU.” Loopy felt her ichor freeze. More than it already had from the cold. No wonder she hadn't seen guards in the streets. They were all too busy setting a trap for her.

She jumped out the window, hoping they'd expect her to use the door. As soon as she got out of the windowframe she felt unicorn magic grip her and force her to the ground. Loopy gasped with pain as she was slammed into the dirt. If she'd had enough love she could have blown the spell apart, but after the windigos she barely had anything inside her.

A strong hoof was planted in her back, somepony holding her down. Another spell flashed around her, and her disguise failed spectacularly, Loopy hissing as she felt her whole body fuzz out for a moment as the transformation magic was stripped away with the subtlety of a sledgehammer. It was a surge of magic that could have killed her. It made one thing perfectly clear to her. They were going to take her in dead or alive and didn't care about which.

She didn't have enough magic to break the spell paralyzing her, or enough strength to push the pony standing on her away. But she had something else she could use. Her bag. With a sudden tug of magic, Loopy grabbed her emergency flare and threw it into the air, closing her eyes.

There was a flash of light bright enough to be painful even through her closed eyelids, and Loopy felt the spell break and the stallion standing on her shift his balance. In that moment, as he was trying to steady himself, Loopy shoved him and used her magic to daze him for a heartbeat, the guard overcompensating as his inner ear betrayed him. He fell to the ground, and Loopy shot forwards, running for the woods.

Loopy got all the way to the treeline before a bolt of magical power hit her in the side, tossing her into a tree.

“Damnit, Hardback! I said I didn't want her hurt! Check on Kicker and make sure he's okay,” Loopy groaned and looked back to see Brass Shield shouting orders. It looked like just about the whole Guard squadron was here. Or what was left after Fimbulwinter had put a few in the ground.

Loopy felt a hoof grab her shoulder. She started to panic. More than before, even.

“No!” She screamed, pulling away, succeeding only to fall on her face. A ring was forced into place around her horn and she felt her senses go numb. She flailed around half-blind before magic grabbed her again, and as iron restraints were secured around her hooves, she passed out. Not from pain or exhaustion, but pure, simple terror.

***

“It would have been easier if you had turned yourself in,” Brass said, quietly. They were silent for a moment, the only sound the ticking of a clock set high up on one wall, which would have been unreadable in the gloom for a pony, though Loopy could see it just fine.

“T-there was no way I was going to do that. Not after I saw how you ponies treated the other changelings after I captured them for you.” Loopy shivered, her uninjured wing buzzing. “They were helpless and your men just threw them into cages. You didn't care how badly hurt they were, or if you broke a few limbs in the process.”

“And I'm telling you that isn't going to happen here. I apologize for the rough treatment you've had so far, but you weren't cooperating.”

“I don't have much choice now,” Loopy said, defeated.

“Mare Do Well... Miss D'Loop... what do you prefer to be called?” Brass asked, his tone indicating he was trying to change the direction of the conversation.

“Loopy.”

“Loopy, then. I don't want to make this unpleasant for you. Well, more unpleasant than it already is. But you have to admit that relations between ponies and changelings are not exactly at a strong point right now. I can promise that if you cooperate, this doesn't have to be any worse than any debriefing I'd give one of my own soldiers.”

“Not that it matters,” Loopy said. “Let me guess – as soon as the storm broke you sent somepony to Canterlot and they're coming back with a nice little tiny cage to haul me off to the dungeons in.”

“I don't think you'd deny you're a flight risk,” Brass pointed out. “I have reinforcements coming in the morning. Not because of you. Labyrinth came too close to turning this place into a bloodbath and I lost three of my best soldiers in that mess with the White Windigo.”

“...I'm sorry,” Loopy said, after a quiet moment.

“The fact you say that and mean it... well, that means there's hope for our peoples to get along yet,” Brass said, with a small but genuine smile.

Loopy sighed and put her snout down on the table. “Most changelings probably wouldn't agree with me. I left the hive during a mission because I preferred being here to going back.”

“Why don't you tell me about it? I can't exactly promise a royal pardon, but I know I'd like to hear about it, and I know Princess Twilight Sparkle wanted to know about you specifically.”

Despite herself, Loopy looked up. She'd never told anypony about her past before. He already knew what she was. Keeping secrets for so long was a burden, even for a changeling, and it might feel nice to get it off her shoulders. And it might be that last sympathetic ear she had for a long time.

“I guess I'd better start near the beginning...” Loopy said, thinking back.

***

A young changeling watched a trickle of water drip down the black surface of the wall before catching the edge of a circular depression and falling to the floor. The underground hive was damp and dark, as the changelings preferred. Once, it had been a mine for gold, but after it had been abandoned, it had become one of the largest hives in the badlands, the old stone walls shored up with black hive material and new tunnels dug to accommodate them as they grew. A few small veins of gold that the pony miners had missed served as a source of bits for scouts going on missions. The changeling sighed and pictured herself going out and conquering a town, enslaving all the ponies there.

“Larvae! Are you paying attention?!” The young changeling jumped as she felt a surge of negative emotion strong enough to almost be a slap across the snout. She looked up at her instructor in fear. She had only recently molted, and her carapace was still soft. She was the youngest changeling in the class, and was smaller than even most pony foals.

She didn't answer. Despite the fact that a question had been posed to her, the instructor didn't really want an answer from her. The young changeling sighed and buzzed her wings.

“Since you don't think this lesson is important, perhaps you'd like to explain to the rest of this cell how you expect to pass as a pony without knowing their history?” The young changeling sighed. She hated having to learn Equestrian history. Objectively she knew it was important, since every pony would know it as well as she knew the history of the hive, and not knowing an important historical figure or event would mark her as being different and suspicious.

“It's just stupid,” the young changeling eventually said. “Nothing they do makes any sense. Like in the war against the griffons they could have invaded and gotten rid of them, right? Then they'd have fewer predators, more land, and safer borders.”

“That's not totally wrong,” the instructor agreed. “The ponies don't think like we do. They make strange decisions that are obviously inefficient. But they are also the dominant power in the civilized world and our best source of love for the hive. Learning their history is important BECAUSE it doesn't make sense. It means you can't just assume you can figure it out as you go along.”

“What should we do if we get something wrong?”

“Your best bet is to act like an idiot. I'm sure you'll manage it quite well.” The young changeling shrunk down from the withering gaze and made sure to pay attention as the instructor continued the lecture.

***

“Life in the Hive was... well, looking back at it, it was dull. I know how most ponies would feel about the idea that we're all born to do different jobs – soldier, worker, scout, all determined at birth. It's not that unusual, though. Pegasai are born to control the weather. Earth ponies are born to farm and work the land. Unicorns are born to wield magic. It's not that different for changelings. We don't resent what we're born to do any more than a pegasus resents not being able to throw magic missiles around.

“I was born as a scout. Not strong enough to be a worker or deadly enough to be a soldier but fast and clever and able to get by without a lot of love. Being a scout is all about endurance and quick thinking, and I like to pretend I'm good at both.

“My foalhood, though that's not really the correct word for it, was not pleasant. There was training on how to fit in with ponies and how to avoid being caught – and stories on what would happen if we did get caught. The other changelings hated us. We weren't doing anything useful around the hive, and since we hadn't gone on any missions yet, we hadn't even brought back any love to feed the others. We were just useless leeches as far as they were concerned.

“My first mission was to infiltrate a small farming town in the mountains. It didn't really have a proper name, but it had grown up around a thriving truffle industry, with a particular varietal that apparently sold for a very high price only growing there. I could go into detail – it's all the ponies there ever talked about.

“I made a few mistakes with that mission. It was really just a little bit of a test mission to see how I'd do. The town was remote and didn't get many visitors, so if something went wrong the damage control wouldn't be hard to manage.

“My first mistake was that the identity I chose was a unicorn. Of the three types of ponies, unicorns are the most difficult for a changeling to mimic. Every time we use magic, we have to spend love to do it. It doesn't take much, but with how often the average unicorn uses magic, it adds up. Not that it can't come in handy to have your magic on-hoof in a disguise, but it usually wasn't the best choice unless you had a specific reason for it.

“My second mistake was pretending to be from Canterlot. If I'd done my research I would have known that the ponies in town had trade contracts with ponies in Canterlot and both knew a lot more about the city than I did and couldn't stand how stuck up they were.

“So I walk into town as a gray unicorn with a neon green mane and try to fit in with a bunch of earth ponies. I can see you've already pictured just how well that went. This was before Canterlot, so they didn't know anything about changelings or else I would have gotten caught really quickly.”

***

It was, of course, a brilliant disguise. The changeling had come up with it even before leaving for her mission, and memorized an extensive backstory to make sure she stayed in character. Right now she was Orange Pekoe, a unicorn stallion with an extensive knowledge of teas that would surely impress the simple farmers in the mountain town. She (or, well, he, at the moment) had enough love to make some friends and start harvesting their love.

He giggled to himself. It was practice. Orange Pekoe laughed a lot. It was part of the act he'd come up with. It was good to have a little tic as something to do to identify yourself. It gave some personality to the mask.

Pekoe walked boldly into the town's combination trading post, bar, and inn. They had few enough ponies passing through that one building could manage all three services. He'd done his research on the town, learning from what other scouts had found out and observing it for a day from a hidden location.

“A glass of your finest wine, please,” Pekoe said, as the disguised changeling walked into the inn. He'd done a little research on the habits of the Canterlot elite, and wine was apparently always appropriate. “After such a long walk I need something to clear my throat.”

“We don't got wine,” the pony behind the bar said, not looking up. She was an earth pony mare with a yellow mane so light it was almost white and a dappled coat in shades of gray that gave her a subtly dirty appearance. She was quite good looking, by pony standards.

“Water, then?” Pekoe asked. The mare turned to scowl at him. She took out a glass – one that Pekoe noted didn't seem very clean – and filled it from the tap, putting it on the bar.

“Ah hope y'all are actually plannin' to order somethin'.”

Pekoe realized he'd made a social gaffe. He wasn't sure what it was, exactly, but he decided he probably couldn't go wrong by doing as she suggested and ordering. “What kind of things do you have?” He asked. The changeling was hoping for some normal food, like honeycomb or spider legs.

“Well yer in luck, seein' as how we just got some asparagus rolls out of the oven. They're pretty fine and most times a' day we'd be out of them. But you managed to get in early for the lunch crowd so they ain't have gone over 'em yet.”

“That sounds lovely,” He said, remembering to keep forcing the Canterlot accent he'd learned. The mare left the counter and came back after a moment with a plate with a hoof-sized loaf on it. The mare cut the roll in half, and Pekoe blinked as the scent wafted up. It was unlike anything he'd ever experienced before.

Food at the hive was largely uncooked and eaten just as an afterthought. In their natural forms, changelings didn't have much of a sense of taste. The pony form gave Pekoe much more refined senses of smell and taste, though, and his eyes went wide. He didn't even have words for what it smelled like, but he wanted it, badly.

He tore into the food and scarfed it down in seconds, forgetting his pony table manners. It was his first experience with spices and cooking. It left him feeling... good. Not full – only love would do that – but it had been pleasant in a way he hadn't experienced before.

The mare was staring at him.

“Ah. Excuse me?” he tried, lamely.

***

“I barely managed a week before I had to leave. I played my part as an upper-crust Canterlot brat fresh out of finishing school, and instead of changing who I was, I focused so much on keeping my disguise and planned backstory intact that I drove ponies away instead of making friends. It was a valuable lesson. No matter what my role was, it was worthless if I let it get in the way of my mission.

“I was a laughingstock when I got back. I hadn't gotten any real love out of those ponies at all and I'd squandered what I'd taken from the hive. The truth is that most changelings did little better on their first mission, but at the time I felt like I was a failure.

“It drove me to succeed on my next mission. Instead of a tiny town, I went for a big city. It's kind of a paradox with cities – you'd think with so many ponies around that there would be a huge risk of exposure. But the truth is, because there are so many, a new face is completely unremarkable. You just blend into the crowd.

“I was a little more clever this time with my disguise. I decided to pose as an earth pony from the same small town I'd infiltrated with my first mission. I knew the place well enough to answer any questions ponies had about my past. I made up a story about just wanting to get away because I thought truffle hunting was boring, which was pretty simple since it's how I really felt.

“The problem I ran into was that, in Fillydelphia, it's not easy to make friends. There's just no easy way to meet ponies like there is in a small town. I tried the usual methods – I got a job, I went to bars, I tried just talking to random ponies. I at least got to know a few ponies, but none of them were anything I'd call 'friends'. We just knew each other well enough to say hello when we passed on the street. Maybe given a few years I could have made some friends.

“Now we'd been taught that in this kind of situation we should switch from passive feeding to active feeding. Instead of just trying to make ponies like us, we were to imprison them and psychically drain their emotional energy. It'd leave the ponies as husks but give us enough to go on for a long time. I could get by on one or two ponies a year.

“It's a desperate tactic. It permanently injures a pony and makes them unsuitable for feeding on later. It's almost as risky as trying to get a quick snack by posing as a loved one. It attracts attention at a time when you're probably underfed and not thinking properly to begin with.”

***

The changeling leaned against the wall in the bathroom and changed back to her natural form. She was in bad condition. Her chitin had lost its luster, her wings were getting ragged around the edges, and she felt so empty inside that she was close to losing it and going feral. Also she was wearing a stupid apron. That was just the cherry on the sundae, as the ponies put it.

There was a knock at the door.

“You okay in there?” a voice asked. The changeling got a grip on herself and put her disguise back on, checking it in the mirror. She had to admit she'd taken a lot of hints from the bartender she'd met during her first mission. Her disguise was almost a perfect copy of her, though she'd made her coat a slight lavender shade just in case, and given herself a cutie mark of some random flowers she'd seen growing in a tree.

They'd ended up being orange blossoms, somewhat ironically. So she'd taken the name Citrus Song. Just an average earth pony mare, coming to the big city to get away from farm life. No one bothered asking questions about her past. She just lurked in the background and tried to get somepony – anypony – to notice her. She was surrounded by ponies and she'd never felt so alone.

“I'm okay,” Citrus said, opening the door and rubbing her eye. Another mare, a pegasus, was standing outside. She looked worried. Balancing Act was the other night waitress at the restaurant, and since she had seniority she had to wear an even stupider apron with more buttons and lace.

“Are you sure?” The pegasus checked her over. “I thought after the way Maitre Dee was yelling at you that you were going to have a breakdown.”

“I'm a tough pony, Balance.” Balancing Act was the closest thing to a friend that Citrus had managed to get in the city. If she could afford to spend a month or two more here, she might have figured out a way to turn it around and get a steady stream of affection. The changeling wasn't likely to last that long.

“No kidding. I guess all you need is a splash of water on your face and you're good to go,” Balancing Act offered her a smile. Citrus realized she should have made her eyes red and added some tears. Maybe it was better this way. She didn't mind the pegasus thinking she was tough. It was certainly true – her chitin was far stronger than pony skin.

“I'm just not feeling very well today,” Citrus said, quietly. “I got dizzy and dropped a plate in the kitchen.” The malnutrition and slow drain of her reserves was really catching up with her.

“Have you thought about going to see a doctor?”

Citrus shook her head, laughing a little. A doctor wouldn't be much use. It'd be amusing to see him try to figure out her anatomy, though. Even disguised as she was, her insides were far different from a normal pony's.

“Are you going to be able to finish your shift?” Balancing Act asked. “I mean, I can cover for you if you need it, but I was hoping to take off to go meet up with my friends.” Oh, how Citrus longed for when she'd be included in that, and able to finally get something to eat.

“I'll be okay to finish closing up with Maitre Dee,” Citrus said. “You go.”

“Thanks, Song.” Balance smiled. “Hey, maybe next week we can get a drink on your day off. My treat, for covering for me.”

“I'd like that,” Citrus said, trying to keep desperation out of her voice. Balancing Act waved a wing and walked off. The changeling braced herself and walked back out onto the floor to finish wiping down tables and chairs.

An hour later, with constant comments from Maitre Dee, she was finally able to leave. Not that she had anywhere to go. As she stepped out into the dark, dank alleyway, she looked around. She was totally alone. She sometimes changed back in places like this, just to feel her normal form. Being an earth pony was efficient but not being able to fly felt awful. She never realized just how much was out of reach until she couldn't use magic to grab it or wings to fly to it.

She changed to her natural form after she was sure she was alone. She felt her stomach grumble. She needed to feed. It was becoming life-threatening. And without a friend, the only thing she'd be able to do was drain a pony directly.

The changeling pictured it happening to Maitre Dee. She was an unpleasant, awful pony. A unicorn who was running the restaurant not on talent or skill but because her father was rich and able to pay her bills regardless of the mismanagement. It grated on the changeling that she was working for somepony so inefficient and worthless. Equestria would be a better place without her.

The changeling crawled up onto the side of the building over the door and waited., mouth practically drooling. She could just drain her, then throw her into the river, and it would look like some big accident. There'd be no way to tie it back to her.

The door opened, and Maitre Dee walked out. The changeling prepared herself to leap down from the shadows, when somepony called out. A blue stallion waved to her. He'd arrived while she had been waiting, and in her state she was so focused on her thoughts of getting Maitre Dee that she had completely missed him approaching. Thankfully he hadn't spotted her in the shadows.

“Dee!” He yelled, running over. The unicorn manager perked up and ran to meet him. “How are you feeling?”

“Hormonal,” Maitre Dee said, sighing. “I actually yelled at one of the waitresses again.” The changeling crept closer, leaping to the next building to work her way around to a better angle. As she got closer, she could sense the love they had for each other. The emotion made her stomach growl, thankfully not loudly enough for either pony to hear it.

“Is everything okay?” He asked.

“I'm going to have to apologize to her tomorrow. I just snapped at her and went off when she didn't deserve it.” Maitre Dee leaned into the stallion. “I think you were right. I need to take a little time off. I didn't think having a foal would do this to me.”

“That's not the only thing it's done,” the stallion said, smirking and bumping into her flank. Maitre Dee blushed.

The changeling slowly backed away from the edge, her appetite ruined.

***

“I couldn't go through with it, in the end. I'd like to say it's because I have a strong moral conviction, but the truth is I was just a coward and I was afraid of getting caught. I managed to gather a little love through other means, and though nopony got hurt I'd rather not discuss what I did in polite company. I returned it to the hive, though it was barely anything, and I was told in no uncertain terms that I was a failure and wasn't even returning what I'd taken to start with.

“I'm sure you know the rest. Came to Liveryberg because it was right in the middle. Not as big as Fillydelphia but a lot bigger than that mountain town. I missed flying so I made my next disguise a pegasus, and when I got here I made a lot of noise and crashed into the forest and told the pony who found me that I'd had an accident when I was flying and had amnesia. Kind of a stupid story, but I wasn't feeling inspired and it was the kind of thing a pony might say if they were a bad liar and running from their past.

“That's when I became Loop D'Loop.”

***

“The crash is what saved me, in the end. I got enough sympathy from that to keep me going for a while, and it helped me make friends. An obvious lie made ponies curious enough to try to get to know me, and since they were coming to me, it was a lot easier than hunting them down and trying to make friends.”

“And what made you decide to leave your hive permanently?” Brass asked. Loopy scratched nervously at the table with a hoof.

“It wasn't one thing. It takes time to build up affection, and from just friendship, it's a slow process. And the longer I was friends with the ponies, the more they liked me, and the more I got. It was... to put it in terms you'd understand, it was bland. Friendship is good enough to keep a changeling alive, but doesn't have the kick of true love.”

“You were holding out for somepony to fall in love with you?” Brass Shield asked, amused.

“That's one of the excuses I used,” Loopy said, bluntly honest. “I wanted to get real love. Or I wanted to get more affection. Or, Tartarus, somepony's birthday party was in a week and it seemed like it might be fun. I made excuses every day for why it wasn't the right time to go back. I guess part of me had figured it out already, though.”

“That you didn't ever want to go back,” Brass surmised.

“That I wasn't appreciated there. With my friends, I got fed, they liked being around me, and I wasn't a loser scout who'd squandered two missions. At the hive I'd just dump my energy off and they'd find some excuse to tell me it wasn't enough.”

“Did you have family or friends in the hive that you missed?”

“Changelings don't work like that. With family, I mean. We're all raised communally in cells. In theory each cell is supposed to help each other, but in reality we competed. And I was always at the bottom. With changelings, you have to understand that everything literally is a popularity contest, and you know how everypony really feels about you. They hated me for bringing down their average. So no, I didn't have friends or family.”

“I'm sorry,” Brass said, quietly. Even without empathy, Loopy knew what he meant. It wasn't just that she'd been raised that way, it was that because she'd been revealed as a changeling, she'd probably lose all her friends here, too. Even if ponies like Jetstream wouldn't abandon her, it wouldn't do much good once she was thrown in a dungeon.

“I'd say it isn't your fault, but it really is your fault,” Loopy muttered.

“Assuming what you've said is true, you might be surprised by what the Princesses do. There's a good chance-”

“Don't,” Loopy said, cutting him off. “I don't want to get my hopes up.”

“Well, since we're having a chat, and you've told me so much about yourself, I might as well do the same,” Brass pushed the folder to the side. “I know an old soldier like me isn't very interesting, but maybe I can at least give you some conversation so you aren't alone.”

“Careful, if you're too nice ponies will assume I'm using love magic on you.” Loopy gave a weak smile.

“Could you even do that? I'm curious why you didn't just use some love spell to make somepony fall for you.”

“Well, see, that's the thing.” Loopy sat up. “Our magic doesn't work that way. Sure, I can make a pony fall for me. But it takes love to power the magic, and you get less love back from the pony that you cast the spell on than you put into the spell itself. It's because it's not really love and... I don't know the thaumaturgy of it. I'm pretty out of practice with spells.”

“That explains one thing that's been bothering me,” Brass said. “But I still don't know how the Queen got so much stronger when she was pretending to be Princess Cadence. If what you said is true, she shouldn't have been able to get anything out of it, right?”

“She was pretending to be the Princess,” Loopy pointed out. “It's kind of like love magic judo. I think instead of making what's-his-name fall in love with her-”

“Shining Armor,” Brass Shield provided.

“Instead of making Shining Armor fall for her, she just used magic to keep him from noticing that she wasn't acting like his marefriend. It still takes a lot, though. The Queen probably has a lot of magical talent to make the spell efficient enough to get energy out of the arrangement in the end. Still a stupid thing to do. One pony who knows the Princess and notices she's acting strangely and bam, the whole thing crumbles.”

“Probably?”

“I never met the Queen in person,” Loopy shrugged. “I wasn't important enough. Maybe if I'd been successful... or if I'd failed one more time. So maybe I'd get to see her now if the other changelings found me. You know, right before they executed me as a traitor.”

“I didn't realize that was a possibility,” Brass said.

“Let's just say if I can choose between exile and life imprisonment, I'll take the second.”

***

Sergeant Pauldron checked the alleyway again, making sure he hadn't been followed. With how short-hooved the guards were, and the way the townsponies were avoiding the docks, it was unlikely to begin with, and he had been careful to throw off anypony curious enough to wonder where he was going.

After assuring himself no pegasai were lurking above and the shadows only held rats and rubbish, he knocked on an unmarked, unremarkable door. After a few moments, a panel slid aside and suspicious eyes looked out.

“I'm here to see El Toro,” Pauldron said, quietly.

“Oho,” a voice laughed from the other side. “Didn't know if you'd be coming around fer yer weekly meeting.” The port closed, and the Sergeant heard several locks open up as the door cracked open. The thug inside ushered him in quickly, locking the door behind the guardspony.

“I almost died,” Pauldron grumbled. “I thought El Toro could keep his people under control.”

“Maybe he just don't value your life as much as you think, mate,” the thug said, smiling. Pauldron glared at the scarred pony and walked inside.

***

“This is less than we agreed on,” Pauldron frowned, looking through the bag of bits. He was in what passed for a meeting room for the members of Labyrinth's Inner Circle, a room plunged into shadow save for a bright light shining down on a circular table. Once, the table had been a treasure, made of fine wood and inlaid with exquisite carvings. It was almost trash now. Scratches from talons and hooves, stains from cider and wine and blood.

It was defiled by the people who had sat there, and the scars on it bore testament to that fact. The only member of the Inner Circle present, though, did not sit at the table. He loomed outside the light, barely visible in the gloom.

El Toro. The center of the Labyrinth. He was head and shoulders larger than even an average minotaur, with a leather mask hiding his face. Some said he was hiding his identity, that he was related somehow to the brutal leaders of the minotaur people. Others suggested that he hid scars, like Fimbulwinter. No one was brave enough to ask him to remove the mask to find out.

“Yes, it is,” El Toro agreed. His voice was resonant and deep, more refined than could be expected from such a barbaric appearance.

Pauldron looked up at the massive, masked figure. “I almost died when that witch-”

“It is less,” El Toro explained, as if to a child, “Because you have been less useful than you previously were.”

“I've been keeping the patrols away from your territory,” Pauldron protested. “And I've told you everything about what's been going on! If it wasn't for me you wouldn't even know about them catching Mare Do Well!”

El Toro sighed, folding his massive arms. “It would be impossible for us to miss the scuffle. A little bird told me all about the interesting night you had apprehending her. I was hoping that you could provide more interesting information. Telling me that she and your Captain are simply sequestered is hardly useful at all.”

“But... I told you about the reinforcements coming in the morning!” Pauldron protested.

“That's true,” El Toro nodded. “Though I am afraid that I was already aware of that.”

“That's impossible!” Pauldron yelled.

“You cannot tell me what is and is not possible,” El Toro said, stepping into the light. His gray coat was patchy, revealing dark, rough skin with a texture between coal and bark. “You are not my only resource in the Guard.”

“I-I'm sorry, El Toro,” Pauldron said, backing away.

“I would suggest you find somewhere else to be tonight,” El Toro suggested. “I would not want to be in that warehouse. Do you understand?”

Pauldron paled and broke, turning and running from the room. El Toro watched him go, not moving. As the silence grew in the room, a patch of blackness dropped down behind him, slowly and silently moving towards his blind spot. Talons, polished to a razor edge, gleamed in the darkness.

“Ravenheart,” El Toro said, at ease. The griffon stopped moving. “I want you to follow him once he is gone. Make sure he does not attempt to tell anyone about this little arrangement of ours. I believe he has outlived his usefulness.”

The griffon circled around her master. “How long have you known I was here?”

“Quite some time,” El Toro said. His tone was jovial. “As I said, you are welcome to attempt to strike me down at your leisure. It is the part of our arrangement that I most enjoy.”

“I... have other things I need to do,” Ravenheart muttered, losing her nerve. “Where are the others?”

“Our good Doctor is tending to my pet. It is good for him that he is so skilled with the beast, or else I would have allowed you to play with him already.”

“He is pathetic,” Ravenheart agreed.

“Perhaps. But he has business connections and skills that we can use. For that, I value him. He is also wise enough to ensure that he cannot be replaced. I find I rather like his foresight.”

“And the witch?”

“She is... sulking,” El Toro said, with a sigh.

“She's too dangerous. The Windigo is completely insane! You should never have brought her into the circle. When there were just the three of us, things were-”

“She is indeed dangerous. If she was not, she would not be a worthwhile weapon. And most ponies would consider you insane as well. Cannibalism is quite an unusual habit.”

“It isn't cannibalism! They're not griffons! They're prey animals! They deserve to be eaten if they can't fight back!”

“You do amuse me so,” El Toro said, turning away from the griffon. “It is good, since you have been disappointing otherwise as of late. You may not like Miss Fimbulwinter but she has reduced our enemy's horsepower. An advantage which I intend to capitalize on.”

Ravenheart perked up. “You?”

“Yes. I think it is time I put an end to this.”

***

“In the morning I'll be handing you over to Subcaptain Typhon. He'll handle your transfer to Canterlot.” Brass Shield looked through another file. “I haven't worked with him myself but I've heard good things.”

“Wonderful,” Loopy muttered.

Brass sighed. “He's an expert in changelings. He can help treat your injuries and he's in charge of getting you to Canterlot safely. I give you my word that nothing is going to happen to you.”

“Can we talk about something else?” Loopy asked.

“...Of course,” Brass said. He could tell just how afraid the changeling was. “Did you have something in mind?”

“Tell me about Labyrinth. Songbird mentioned them like I should have known who they are. I've been too busy since then to even start to look for answers.”

Brass shifted in his seat. “They're a criminal organization. Maybe the most dangerous one in the world. They don't have some long history or family connections. They're simply an alliance of incredibly dangerous criminals who have decided to work together. I'm not sure how much you know about politics and international law, but it started years ago, when the Minos Empire started to collapse.”

“I heard a little about it,” Loopy said. “Griffonia had just had a military coup and they were expanding their borders quickly. When they hit the Empire nopony expected them to just walk in. The whole world found out that the Minos Empire had rotted from within. Aren't we providing a bunch of foreign aid?”

“We're close to having to provide a peacekeeping force to keep them from starving. What the griffons haven't swallowed up has been taken over by warlords and what's left of the nobility. Labyrinth was born in that chaos. They're mercenaries and criminals and worse.”

“So what are they doing here? What's the point of burning down the town and then freezing everypony with a blizzard?”

“I wish I knew. They're up to something.”

“If I hadn't been busy running from you or being locked up, maybe I could have found out by now.” Loopy glared.

“And if you hadn't made a spectacle of yourself in the first place I wouldn't have had to split my attention.” Brass Shield returned the look. “If we'd captured Caballeron we could have pressed him for information on Labyrinth, gotten a better idea of what we were dealing with, and maybe even driven them out of town before anypony got hurt. Unless I miss my guess entirely and you really are a monster, you've got friends in the hospital because of them.”

Loopy looked away, feeling guilty.

“And I've had to draft letters to the families of my soldiers who aren't coming home. Some of them, there's not even enough left to bury.”

“I'm sorry,” Loopy said, quietly.

“I'm not the one you should apologize to.” Silence dominated the small room.

Loopy glanced at the door to the small office, a troubling thought occurring to her.

“So right now, we're in a location we're not entirely familiar with, with your horsepower at a minimum, with everypony exhausted and in one place.” Loopy looked around. “Did anypony mention that this would be a great time to finish us off?”

“You say that like I hadn't thought of it too,” Brass said, darkly. “It's why almost everypony I have is here. I can't do more than that.”

***

There was a gentle knock on the door. Private Lucky nodded for Kicker to take a look. The mule looked through the barred window, and his eyes went wide just before the door burst inwards, the hinges shattering under the force of a single, massive blow.

Private Kicker was trapped under the door as it fell, a massive shape having to crouch to fit in the doorway. A heavy hoof stepped on the trapped pony deliberately, Kicker wheezing as the breath was forced from his lungs. Lucky turned to run, his nerve broken, before he was grabbed by the mane, pulled into the air to look into a masked face.

“What is your name, my little pony?” El Toro asked, his voice light and casual, almost cheerful.

“L-Lucky,” the Private said.

“Not today, I'm afraid.”

***

“What was that?” Loopy asked, ears perking up as she tried to stand, her injured back leg and restraints making it difficult. Before Brass could answer, it became all too clear as a loud scream tore through the air.

Brass Shield swore under his breath as he cracked the door open.

“What's going on?!” Loopy demanded. Brass glanced back.

“Trouble. Stay here and stay quiet. Hide under the table.” he said, running out. Loopy waited for him to go and slumped to the side.

“Hide under the table my flank,” she mumbled. She grabbed a protruding nail with her fangs and pulled, ripping it out of the floorboards and getting to work on picking the locks on her restraints with her teeth.

***

El Toro stumbled back half a step as a wave of magical energy surged around him. Lieutenant Hardback and Kicker's partner, Tin Saucier, were trying to force him back toward the door. The minotaur braced himself against the magic and started walking forwards as if it was no more difficult than walking against the wind.

“It's not working!” Hardback yelled.

“Watch out!” a pegasus yelled, flying past them with a lance in his hooves. The unicorns cut off the magic just as he got into the line of fire, the tip of the lance slamming into El Toro's shoulder and shattering, the wood erupting into splinters. The minotaur grabbed his wing as he tried to swerve aside, violently spinning him around and smashing him into a steel column with a sickening crunch. El Toro watched him fall, then turned to the two unicorns who were still facing him, dropping a clump of feathers and fur that had torn free from the guard's wing.

“So, who would like to be next?” he asked.

“Hold it right there!” Brass shouted. A sphere of energy surrounded El Toro, imprisoning him and lifting the minotaur off of the ground slightly. “Lieutenant, you and the Sergeant get the injured out of here.”

“Sir we can't-”

“That's an order! You know where Songbird is. Get to her and let her know what's going on. I'll take care of this scum myself.”

“Yes sir!” Hardback saluted, circling around the minotaur to grab the unconscious ponies sprawled in El Toro's wake. Brass focused on El Toro, not taking his eyes off of him.

“You made a mistake coming here,” Brass Shield said.

El Toro touched the sphere of golden energy surrounding him. He examined it carefully for a few moments, then looked at Brass Shield.

“Not as bad as yours, by staying,” the minotaur said. El Toro tapped the shield with one finger, then punched it, Brass Shield gasping with strain. A trickle of blood ran from his nose as he tried to keep the shield up, but a second punch shattered the bubble into sparks and sent the guard Captain reeling. Before he could fall, El Toro picked him up by the neck to look into his eyes.

“You're not going to get away with this,” Brass Shield gasped.

“I would be curious to see how you plan to stop me,” El Toro said, amused.

“Like this!” Loopy yelled, appearing out of the shadows on a stack of crates next to the minotaur.

Loopy bucked him as hard as she could, both legs slamming into his masked face from her perch on the boxes. It was like hitting stone, the chitin on her hooves almost cracking. The recoil sent her tumbling down from the stack of crates, straining her wings to come to a safe landing.

“I thought you would be stronger,” El Toro said. He tossed Brass Shield aside, the unicorn slamming into one of the temporary walls hard enough to punch through it, landing heavily with blood streaming from his nose and ears. Loopy turned as El Toro burst through the crates, grabbing one with magic and flinging it at his head when he was distracted.

At least she thought he was distracted. He grabbed it out of the air, palming the crate with his huge hand and tossing it aside as if it was filled with nothing more than air.

“I understand now,” El Toro said, as Loopy backed away. “I have seen this many times. Comfort and ease has made you weak. You've been defeated already by your simple life.” He kicked Loopy, the blow sending her crashing through a bunk bed that had been set up as part of the temporary barracks.

Loopy groaned. She was already injured and exhausted, almost out of love and magic, and this wasn't a fair fight even if she had been at her prime. She was still a changeling, though, and she had never been taught to fight fair.

The changeling popped open a hooflocker and rummaged around inside as El Toro approached. Her hoof hit glass and she knew she'd found what she'd known would be there. She flung the bottle towards him, the liquor flask shattering as it hit his skin, spilling out over him. El Toro looked down at his soaked torso just as Loopy used her magic to send a lick of green flame across his chest, igniting the whisky.

“Hah! How's that for weak?” Loopy grinned. El Toro took a step forward, his chest and arms a roaring mass of flame.

“Ah yes. Such cute little tricks. But not like the tricks a pony would use. The tools and thinking of someone who isn't afraid to kill.” El Toro ignored the flames, the alcohol quickly burning away, barely even leaving a mark on him.

Loopy threw a blanket over his head. El Toro tore it aside. When he was able to see, she was nowhere to be found.

“Deception and an intent to kill. You have the instincts of a predator.” El Toro looked around, grabbing one of the beds and tossing it aside, revealing nothing. “A powerful advantage against prey. But I am not prey.”

“Neither am I,” Loopy said, her voice coming from everywhere at once.

“No? You have been hunted for some time now.” El Toro spun around, catching a spear from the air. Loopy had gotten to the weapon rack behind him. She reacted instantly, grabbing two more with her magic and flinging them. Her magic was weak, though, and they wobbled through the air instead of striking like thunderbolts as she had intended.

“You're quite persistent, for a scout,” El Toro noted. “Most of your kind would have run already. Perhaps you would have better served as a soldier.”

“W-what?!” Loopy backed away. “How do you even know that?”

“Did you wonder why we had come to this town?” El Toro asked. “Hardly a thriving underground. It would have been easier to turn a profit in Manehattan or Fillydelphia. And a member of my Inner Circle nearly getting caught?” El Toro laughed.

“So why did you come here, then?” Loopy looked around for something that might turn the fight around. Or at least a way to run. Then she spotted Brass Shield. If she left, he'd be killed for sure. She had to keep the minotaur talking and stall for time.

“For you, my dear.” El Toro took a step towards her. “There are dark places in the world where you can buy anything and all are welcome, and even monsters and mercenaries can share a bargaining table. And you are a subject of some discussion. A changeling, betraying her own kin.”

“They were insane! They were going to destroy the entire town!” Loopy shivered, looking into El Toro's cold gaze.

“Yes. And all of your friends. They are also part of our little arrangement. Even if you decide to run we will destroy you and everything you care about. This town has only barely survived a trial by fire and ice and that is only the beginning.”

“W-what?!” Loopy's eyes went wide.

“We will hunt you, because we have been paid very well to see that you are brought low, Loop D'Loop.” Loopy froze at the mention of her name. “Your people are skilled at betrayal yet very sensitive when it comes from within.

El Toro leaned closer, as if whispering a secret. “Queen Chrysalis sends her regards.”

Loopy threw herself at the minotaur, burning what love she had stored to enhance her strength. The minotaur fell over, the changeling perched on his chest. She slammed her hooves into his face over and over again, El Toro simply not reacting. Loopy paused, her strength fading. El Toro moved, slapping her away with an arm thicker than her entire body. The changeling crashed through the door of the small office, coming to a stop against the table she'd so recently been chained at.

“You fight like a child. Nothing held back in reserves.” El Toro smashed through the doorway, his huge frame cracking the wood. “It is admirable, but mistaken.”

Loopy tried to stand, but El Toro simply grabbed her head and smashed it through the table, the chitin cracking. Loopy spat up ichor, the room spinning as El Toro stepped back.

“I had to lie to some of my people about why we came here, you know. The more squeamish would have balked at it.” El Toro laughed. “Even Doctor Caballeron thinks we are here merely to turn a profit. While he is not entirely wrong he does not know how I intended to go about doing it. His trinkets were nothing more than a way to lure you out of hiding to where I could find you.”

Loopy closed her eyes and focused. There had to be something she could do. Just some way out. Her head was swimming with pain. Everything seemed to be spinning and floating, her head injury making it impossible to focus. She opened her eyes and found herself looking into a lamp. It was a gas lamp, all of them connected.

It was probably her best chance. She sent a ripple of magic through the lamp, and the light went out. The magic cascaded to the others along the gas line, and the rest of the warehouse was plunged into darkness. She felt her stomach empty, like she'd had to tear at something inside just to get that much energy.

“You think you can slip away in the night?” El Toro asked, as Loopy struggled to slink away quietly. “When I was in prison the guards would lock us up in holes where we saw no light for weeks at a time. The only way we knew time passed in that little version of Tartarus was when they dragged us out into the light to fight each other for their amusement.”

Loopy circled him in the darkness, trying to keep her distance.

“I learned a lot about the nature of darkness then. Far more than you.” He suddenly lashed out, grabbing Loopy by the wing. The changeling screamed as he dragged her closer, twisting the wing.

“Let me go!” Loopy screamed, as El Toro picked her up.

“We are being paid quite well to make an example out of you, so pay attention. You might learn something. If wisdom comes from suffering you will soon be quite wise indeed.” El Toro lifted Loopy above his head, bringing her struggling form down on his knee with a sickening crack.

Loopy was sent to the ground, the pain so overwhelming she couldn't feel anything except the agony, ichor spreading out around her in a puddle. Her eyes fluttered, and she slumped into a darkness more profound than the mere gloom in the warehouse.

Author's Notes:

And with this chapter I revise the rating upwards a bit.

Next Time: Loopy fights for her Life. A Doctor's Touch. The Mask of Death.

As a side note, if anyone would like to be an editor, I could use one for my stories. Just let me know in PMs or comments.

Twin Shadows: Solitary Confinement

The Dark Mare
Twin Shadows: Solitary Confinement
by MagnetBolt

“I found the Captain!” Hardback shouted.

“Is he-” Songbird ran over as the unicorn pulled Brass Shield out of the ruin of the warehouse.

“He's alive. But I can't get him to wake up.” Hardback looked back at Songbird.

“We need to get him to the hospital. I can't believe with all of this that...” Songbird looked down. “How could we be so unprepared? I wasn't even here! I was too busy being an idiot and-” She kicked a rock, frustrated.

“Ma'am!” Kicker shouted. He should have been going to the hospital himself, but the mule had somehow shrugged off being stepped on by El Toro and almost crushed under a door. He was almost certainly more injured than he was letting on, but he had refused to leave.

“What is it?” Songbird asked. She sounded exhausted.

“You better come take a look,” Kicker said. He sounded afraid. Songbird looked over as Hardback tried to make Brass Shield comfortable, then ran over to see what Kicker had found. Her eyes went wide as he shifted a broken door to the side.

“Get a light over here!” Songbird yelled. A beam of light struck past her into the room, revealing what was inside.

Loopy had been left in the conference room like a trophy, dark ichor splattered across the floor and walls. Her chitin was broken, her wings were tattered. Worse than any of that was the way she was laying, her back twisted and her legs sprawled out like a doll's. If she'd been a normal pony it would mean her spine was snapped. Was it the same for changelings? Did they even have spines? Songbird shuddered.

“Is she-” Kicker looked at Songbird.

“I don't know.” Songbird swallowed, feeling sick. “We need to get her to the hospital. Maybe... maybe somepony there can do something for her.”

***

Kudzu Henge watched with the rest of the crowd as the guards were brought to the hospital. It was a sobering sight. Of the dozen that had come to the town, almost half were dead, and most of the rest were injured. The commotion had roused ponies from their beds, and they all stood, mumbling and tired, watching in the predawn gloom.

“Weren't they supposed to protect us?” whispered a mare behind her.

“They haven't even managed to catch one criminal!” said another. Kudzu heard the rest of the crowd murmur in agreement.

“Tin,” Kudzu whispered, looking at her coltfriend. Tin Roof looked down at her, the strong stallion as worried as she was. “Let's go back to the farm.”

“What's wrong?” he asked.

“I just... I don't feel safe. I'm worried something terrible is going to happen.”

“Is this another unicorn thing?” He asked, trying to lighten the mood. Kudzu shook her head. Before she could explain, the mayor started yelling, his voice carrying over the muttering of the assembled crowd.

“Ever since you came here, we've had to deal with disaster after disaster!” The mayor stomped on the ground, glaring at one of the guards. The mare, a pegasus with an eyepatch covering her right eye, glared as he yelled in her face. “First there was the fire, then everypony went crazy, and now this! Everything was fine until you all came here!”

“We're trying to protect you,” the guard said, gritting her teeth. “If you'll excuse me, we have to get these ponies into the hospital so they can be treated.”

“You're obviously failing completely at protecting us! Where were you when we needed you?! Half the town is gone and all you've done is scare everypony about changelings!” The mayor got in front of the guard when she tried to leave, poking her chest with his hoof.

“Sir, if you don't get out of the way I'm going to-” the crowd collectively gasped before the guard could finish her threat. One of the nurses had moved a blanket aside, revealing a badly injured changeling.

“Is that a changeling?!” somepony demanded.

“The guards were right!”

“Mare Do Well...” Kudzu gasped, as she was taken inside. She felt a chill go down her spine. That meant there really wasn't anypony left to protect them.

***

A dark gray pony set down in the ruins of town hall, bat wings folding against his sides as he landed silently. He looked around, not turning as a second, almost identical stallion landed next to him. His yellow eyes seemed to glow in the darkness as the two started walking slowly through the burned, still-damp wreckage.

“Were we seen?” The first asked.

“No. Flying in from the other direction as the convoy from Cantelot was a good call, even if we barely got here before dawn.”

The first batpony grunted, quietly moving the remains of a burned desk.

“Be careful, Cloak. The floor is close to giving out,” the second one said, as he felt the boards bend underhoof.

“It's surprising they haven't already, Drake,” the first, apparently named Cloak, noted. “Look at the burn patterns. Definitely an accelerant.” He scraped at the ashes, sniffing. “You smell that?”

“Sharp and sweet. Mineral oils mixed with a sugar paste.”

“Mm. Sticks to everything and burns hot for hours.”

“That fits with what we know. We need eyes on the ground to see what's been going on around here.” Drake looked around the black ruin. “Even the royal guard didn't have anypony stationed here permanently.”

“Of course not. They're too worried about external threats. As soon as something slips through they fall apart from within. Remember the mess in Canterlot?” Cloak opened a scorched cabinet and found a rack of files in folders. He flipped through the damaged papers as he spoke, skimming them and replacing the contents.

“How could I forget? Though it did make things easier for us.” Drake wiped soot from a wall display showing Mare Do Well and a number of suspects for her identity.

“A blessing in disguise,” Cloak agreed. He glanced around. “The fire and melting ice destroyed too much here. We should leave.”

“It was best to come here first, though,” Drake noted. “I don't like working in the middle of town during the day. Too many eyes.”

The two unfurled their leathery wings and took off into the sky, dawn just barely starting to peek over the horizon.

***

A chariot approached the town. It wasn't an ornate chariot like one of the princesses would use, and it held a unicorn in very plain looking armor. He looked down at the town as he flew, obviously displeased by what he saw. The two pegasai bearing him didn't speak or look back, moving with disciplined coordination and silence.

Two more followed in formation, bearing more unicorns, all of them wearing full helmets that obscured their faces, making them even more uniform and anonymous than the average royal guard.

As they flew, Songbird joined them, flying up and coming alongside the lead chariot.

“Sir!” She yelled, over the wind. “I'm here to escort you to the hospital.”

“Flight Lieutenant Songbird!” He said, smiling. His bright green eyes glanced over her. “I never forget a face! We briefly met in Canterlot! My name is Subcaptain Typhon! I'm not sure if you remember me!”

“It was in the recovery ward,” Songbird said. “You came to interview me after...” She trailed off. The unicorn winced.

“I'm sorry for bringing up bad memories. Let's talk on the ground where there isn't so much, ah,” he motioned around them with one hoof. “Wind! Where's your base of operations? The town hall seems a bit more open-air than I remember from when I was here before!”

“We don't have one,” Songbird admitted. “We're using the hospital for now as we have to guard the injured!”

“The hospital?!” Typhon looked surprised. “We'll have to talk about that when we get down!” He frowned, obviously displeased. Songbird nodded glumly and led the way.

***

“There he is,” Said one of the batponies. They were in the shadows of an alleyway, watching the sky. “Looks like he brought his whole retinue. The rest are marching in from the same direction. They'll be here in a day or two.”

“Of course he did, Drake” The other batpony followed his gaze, neither willing to leave the gloom in full daylight. “It would have been hard to say no. Between Labyrinth destroying the team that was already in place and the changeling being discovered, making this fall under his purview, I doubt anypony even considered asking him to bring less than two dozen soldiers.”

“He'll have this town locked down once the bulk of his force arrives.”

“We need to make sure we get our job finished before then.”

***

Typon jumped out of the chariot before it even completely stopped on the grass, striding over to Songbird and giving her a big smile despite the frown he'd had on before. The dull armor he and his men wore was a stark contrast to the usual golden armor of the royal guard, though each of them had a sash that gave them at least a splash of color.

Songbird couldn't help but feel uneasy that she couldn't see their faces. The helmets were intimidating, something for a battlefield, not a town.

“So, I heard about your capture of Mare Do Well, though perhaps things have gone worse than I had thought if you're all in the hospital.”

“We've been under almost constant attack from Labyrinth,” Songbird said. She forced herself to look away from the anonymous guards. “Last night things took a turn for the worse. We lost some good ponies when our temporary headquarters was attacked.”

“I take it that's why Captain Brass Shield isn't here to greet me,” Typhon said.

Songbird nodded. “He has a fracture along his horn and a mild concussion, not to mention severe magical strain. The doctors are keeping him sedated to help him recover.”

“I'm sorry to hear that,” Typhon said, quetly.

“They say he'll make a full recovery,” She added. Typhon smiled a little at that.

“Some good news in all the bad, then. What about the changeling?”

Songbird looked away, gathering her thoughts. “She's... not doing well. It looks like she got caught in the fighting. She might have been the target all along. The doctors don't know what they're doing, frankly. Nopony knows how to treat a changeling's injuries.”

“Well, at least I can help with that,” Typhon said. “I have a lot of experience. Well, more than anypony else in the Guard, at least. Which likely makes me the foremost expert in Equestria, for better or worse.” He looked around. “So. Since there's no headquarters, we'll need to find somewhere to house my soldiers.”

“We can-”

“Have one wing of the hospital cleared out for our use,” Typhon said. Songbird blinked. He took her hesitation as confusion and explained. “It's not ideal, but we do need to guard the injured in case Labyrinth attacks again. The hospital is more than large enough for all of us and I find it's better to have horsepower concentrated in one place when on the defensive. Which we unfortunately are, until the rest of my team arrive.”

“The rest of your team?” Songbird frowned. “We requested reinforcements from the general guard. We need to stop Labyrinth, not hunt down changelings. As far as we know, Mare Do Well was the only changeling in the town.”

“Ah, I think we'll find that's not quite true,” Typhon said, fixing her with a suspicious gaze. Songbird's hoof almost went to her eyepatch, sure for a moment that he could see right through it to the unnatural eye below.

“W-what do you mean?” Songbird asked eventually.

“Well, let's just call it a feeling,” Typhon said. He broke the gaze and smiled. “And I find my feelings are usually correct. I have a very strong intuition, you see. It's something you have to rely on when dealing with changelings.”

“I see,” Songbird said, unsure.

“Don't worry, Flight Lieutenant. You'll see I'm not such a bad commanding officer. You know, I almost asked to have you transferred to my unit, but I hadn't seen you in action. Maybe after this, if you do well, I'll reconsider stealing you away from Brass Shield.”

“Commanding officer? With all due respect, Captain Brass Shield is in charge here.” She put a lot of emphasis on his title. “And while he's incapacitated, that falls to me.”

“I was hoping I wouldn't have to quote regulations at you, Flight Lieutenant,” Typhon sighed, also emphasizing HER rank. “In that case, I am officially notifying you that I am exercising my privilege as the Subcaptain of the Changeling Detection Division of the Equestrian Royal Guard to assume command over this post and all personnel involved until such time as we have resolved the current crisis.”

“You can't do that! The only changeling-”

“The only changeling is lying nearly dead because you failed to protect her,” Typhon said, quietly. He didn't sound accusing, but like he was just stating sad facts. “Her well-being is very important to me. If you'd like to make a formal complaint about the transfer of command, I'll have it noted. It would be better, though, if things went more smoothly between us, no?”

“...Yes, sir,” Songbird said, looking down.

***

Kudzu groaned as she got to her front door. It seemed like ponies were always knocking at the farmhouse door these days. She hoped it was good news this time. When she opened the door, though, she found herself looking at two very strange-looking ponies in black.

“Miss Kudzu Henge?” Asked one, his yellow eyes piercing out of the gloom of his hood.

“Y-yes?” She asked, taking a step back.

“My name is Drake. This is Cloak. We'd like to talk to you about the changeling.”

“I-I certainly don't know anything about that. M-maybe you should talk to the royal guard?” Kudzu really wished she wasn't alone in the house. Tin Roof had stayed in town to help with repairing some of the damaged buildings, and her parents wouldn't be back for a few days.

“We've read their reports already,” Cloak said. “Your name was mentioned. We wanted to interview you in person.”

“I told them everything I knew already!” Kudzu pleaded. “If you read them, you know what I have to say! N-now if you'll excuse me, I need to get back to what I was doing-”

“You held back a lot of information on those reports,” Drake said. “If I was the type to read between the lines, I'd say you were trying to protect the changeling.”

“I only told the guard officers the truth. Now, unless you-” Kudzu trailed off as Cloak handed her a sheet of parchment. She skimmed over it, growing pale.

“Let's talk inside,” Cloak suggested.

***

Jetstream couldn't look away.

“Pulse is getting weaker,” Reported a nurse, looking back at a doctor whose gloved hooves were covered in ichor up to his fetlocks.

“We're losing her,” the doctor noted, no emotion in his voice. He reached into the wide gap in the chitin on the changeling's belly. “Everything inside is just ruptured. She's been squashed like a bug.” The nurse smirked a little at the small joke.

“Do we want to try a transfusion?” Asked the other doctor. The surgeon shook his head.

“No. I'm not even sure a monster like this can use pony blood.”

“I heard they drink it,” the nurse said.

“Well it's no big loss either way,” the surgeon said, rummaging around inside her body cavity. The changeling on the table moved slightly. She looked at Jet, and the pegasus realized that they hadn't even sedated her.

“She's just a monster,” the second doctor agreed. “Really, they should have gotten a vet. We have more important things to do.”

“How about we go get some lunch?” the nurse asked. The two doctors nodded in agreement, leaving the changeling on the table, ichor pooling around her. Loopy looked pleadingly at Jet with her blue eyes.

“I-I need you...” She gasped, as alarms started to blare and her eyes went black.

***

Jetstream woke up in a cold sweat, springing up in her hospital bed in alarm.

“Woah there!” Somepony said, pushing her back down. She looked at her and saw Songbird there, the guard wearing an eyepatch over her unusual eye.

“I'm... in the hospital?” She started to calm down. “Then that was just a dream...” She sighed, smiling.

“After all those windigos and mind magic it's no surprise you're having some bad dreams,” Songbird said. “You're fine, by the way. The doctors say you'll be out of here in a few days. I came to check on you and get away from... some professional problems.”

“I don't feel fine. I feel like somepony ran me over with an orphanage.”

“...You can't run somepony over with a-”

“There was an incident a while back with a come-to-life spell. But it worked out okay! Mare Do Well was there to save the day!” Songbird looked away when she sat down.

“Yeah,” the guard said, quietly.

Something about the way she said it made Jetstream nervous. “S-so did she turn herself in like she said she would?”

“No,” Songbird said. That made Jetstream even more nervous. Songbird sighed and continued. “They had to arrest her. Brass kept me away from the operation. She wasn't hurt. Much, anyway.”

“Oh.” Jetstream took a deep breath. “A-and then what?”

“It... you need to rest. I should go.” Songbird stood up, losing her nerve.

“Tell me what happened!” Jetstream yelled, trying to get out of bed. She struggled with her blankets, wincing as her IV tore free, blood flowing from her leg. Songbird rushed over.

“Stop it! You're hurting yourself!” Songbird said, looking at her leg. “Celestia's beard you just don't listen to good advice, do you?”

“Tell me,” Jetstream said, quietly. “She means... a lot to me. She's my best friend e-even if she is a changeling.”

Songbird gathered her thoughts. “...Last night, while we had Mare Do Well in custody... there was an attack. She got hurt. So did a lot of us. Three guards died.”

Jetstream gasped. “W-where is she?! I need to see her!”

“You can't. Reinforcements from Canterlot got here and they've taken command over from me. I can't do anything until Brass wakes up. They're keeping everypony out of the hospital's south wing. Just... try not to worry. Subcaptain Typhon is going to be treating her for the injuries.”

“How bad are they?” Jetstream asked, quietly.

“Bad,” Songbird replied, unable to meet her eyes.

“Is she going to-” Jetstream stopped. She couldn't finish the sentence.

“I don't know,” Songbird said, honestly.

***

“How long have you known that Mare Do Well was a changeling?” The batpony asked. They were sitting at Kudzu's kitchen table. Most of the damage from the blizzard and everypony going crazy had been cleaned up, so things looked nearly normal.

“I found out at the same time everypony else did,” Kudzu said. “The guards found out and made sure word got around.”

“Stupid thing to do,” Drake said.

“They only caused a panic and made her want to leave the public eye,” Cloak agreed.

“It'd be the fastest way to get her out of the way,” Drake added.

“Wait, you're saying they did it on purpose?” Kudzu narrowed her eyes.

“We're not suggesting anything, Ma'am,” Cloak said. “Did you have much contact with the guards? From what we understand they used your farm as a staging area when they were trying to capture the changeling.”

“I... talked to them a little,” Kudzu said, shrugging. “Some of them came here during the blizzard to make sure we had supplies, too.”

“Did any of them seem strange?” Drake asked.

“What do you mean?”

“You might have overheard them discussing things. Or seen them do things that didn't seem to make sense.”

“...You aren't here about Mare Do Well at all,” Kudzu blinked with surprise. “You're here about the guards.”

***

Songbird walked towards the hospital's south wing, not really watching where she was going. Consequently she almost ran right into an armored pony as he stepped in front of her, blocking her path. She stumbled back, almost falling.

“What are you doing?! I almost ran into you!” Songbird glared at the guard. “Get out of the way, I'm going to check on the changeling.”

“This area of the hospital is off limits,” he said, his voice distant from within the thick helmet.

“I outrank you...” She glanced at his sash, seeing the rank pins there. “Corporal. Get out of the way before I have you busted down to cleaning latrines and using that helmet as a bucket!”

“You don't have the authority to do so, Ma'am,” he said. “My orders come from Subcaptain Typhon. Nopony is allowed in this part of the hospital. No exceptions.”

“Well go and get Typhon and we'll get this little... 'misunderstanding' cleared up!” Songbird yelled.

“No, Ma'am. He specifically mentioned that you and the other guards are not allowed past this point.” The guard's horn started to glow, and four short blades rose into the air around him, pointing straight up but a clear threat. “Please leave before I have to make you leave.”

“This is a clear violation of his authority!” Songbird took a step towards the armored pony, not afraid. At least not until the blades hovered around her neck, only a hoof-width from her skin. They moved, and she was forced back by the collar of blades.

“You can make a formal complaint when the operation is over,” he said, the blades retreating when Songbird was further down the hallway.

“We'll see about that,” Songbird grumbled, turning and snarling. She at least had the restraint to wait until she was around the corner before she kicked the wall in frustration. “How dare he just show up and take over like this!”

She bit her lip, having a stray thought. Typhon was only a Subcaptain. Even if he outranked her, he didn't outrank Brass.

“I just have to find a way to get that warhorse up on his hooves and a doctor smart enough to certify him as fit to return to duty...” She smiled, running down the hallway.

***

Loopy opened her eyes, groaning. She felt cold. She was lying on some kind of table. She groaned and tried to move, and the cold was replaced with pain. Even the smallest motion sent agony through her like electric shocks.

Somepony was singing. It was the song of somepony happy with themselves, unconcerned if anypony was there to listen.

“Alone, we're both alone, apart
In the dark place in my heart
I think I might
Find what I was looking for
Burn the lies away with light
But the truth will be alright
Because I know
The answer will be won

So, I'll bring it into view
The answers from me and you
I'll find it all
And leave the darkness
I'll be sad when I end this act
What was a lie is now a fact
You'll tell me everything
You can't leave until I'm done”

It wasn't the voice of a trained singer, but the voice was resonant and deep, a beautiful voice. It was unnerving and for some reason Loopy couldn't feel anything from the singer. Was she so badly hurt her magic had stopped working entirely?

“Ah, I see you're awake,” said the voice. Loopy turned her head slowly, fighting against the pain, to see a white unicorn with green eyes and a dark mane, wearing dull-colored armor and a bright sash trimmed with gold.

“Where am I?” Loopy asked, her voice breaking.

“You're in the hospital. You were taken here after you were found in the warehouse. I have to admit that I'm rather impressed. You could have run, but you decided to try and fight. Though it doesn't seem you had much luck.”

“H-how bad is it?” Loopy asked, afraid to look down.

“Let's just say that it's a good thing I'm here,” the stallion smiled. “I happen to be an expert with changeling anatomy. One of the many reasons I've been placed in charge of the Princesses' special task force. You might have heard of me. Subcaptain Typhon at your service.” He took a short bow.

“S-so you're here to take me to Canterlot?” Loopy asked. The unicorn shook his head.

“Not in your condition. We have some work to do before you can go anywhere.” The unicorn looked down over her. “I had to send the other doctors away. I work best alone, and they would have only gotten in the way.”

“I-I can't move,” Loopy said.

“Mm. That's partly the restraints and partly nerve damage. It seems El Toro did a real number on you. Not to mention lingering frost burns on your back leg and wings. You really do need to take better care of yourself, little Scout.”

“I'll k-keep that in mind next time s-someone tries to kill me a-almost every day for a week.”

“I wouldn't worry about that. The guards are here. You should be worried about your health.” The unicorn held up some gauze and started unwrapping the bandages from her thorax. “I'm going to change your bandages while we talk. I need to make sure the bleeding has stopped.”

“I guess you don't want me bleeding everywhere when you present me to the Princess as your latest trophy,” Loopy mumbled. She closed her eyes as he got to work, wincing as he pulled away bandages sticky with clotted ichor and replaced them. The dull pain of her injuries was replaced with sharp stabbing pains that, mercifully, faded quickly back to the throbbing background agony.

“Royalty does tend to be picky,” the unicorn said. “You're very important, you know. That may seem hard to believe right now, but a lot of people are paying close attention to you.”

“Songbird told me one of the Princesses had taken a personal interest,” Loopy said, her eyes still squeezed shut.

“That's quite true,” the unicorn agreed. “She had no idea you were a changeling, though. I have to admit it's rather clever of you, too. No one would expect a changeling to use a mask, of all things. A changeling should never need one.”

“Not clever enough,” Loopy mumbled. “Otherwise I never would have been caught.”

“Oh it worked well enough. There were just a few holes in your plan. The changelings that we – well, that you captured for us – were more than willing to talk about what had happened. Of course, prisoners tend to say all kinds of things, especially under duress.”

“Duress?” Loopy asked, a chill running down her spine as she looked at the unicorn.

“Mm. As you can imagine, at the time the nobility was calling for blood. A lot of hooves were being pointed, especially at the guard. There were official reprimands and a few demotions in the wake of the event. It rather cleared the path well for Brass Shield to assume his position, and for me to climb to my own.” The unicorn smiled.

“What did you do to them?” Loopy asked, afraid.

“Oh don't look so scared,” he said, waving a hoof. “That comes later. Right now we're just having a chat. As I'm sure Brass Shield has told you during his little interrogation, we have a sort of script we need to follow. The Royalty was very particular about it, especially in your case. Now what was I supposed to say? Ah yes...”

Loopy watched in horror as he blinked and his eyes turned a flat, glowing blue. He smiled, showing fangs that hadn't been there before.

“Queen Chrysalis sends her regards.”

Author's Notes:

And that's my first attempt at writing song lyrics. It's harder than I thought it would be! Sometimes you have to challenge yourself, though.

Next Time: The Knives Come Out, The Queen's Gambit, Danger arrives on Leathery Wings

Twin Shadows: Fortune's Folly

The Dark Mare
Twin Shadows: Fortune's Folly
by MagnetBolt

“You know, I've been studying you ever since you sent those unfortunate stragglers to the guard.” Typhon levitated a few papers to one side of his head as he opened up a small bag, taking out tools one at a time and putting them on a small steel table next to where Loopy was restrained. He had repaired his disguise, and appeared simply as a normal unicorn now. “I thought to myself, well, it's one thing to leave the hive. That's unfortunate, but frankly you're a pretty rubbish changeling.”

“I took out almost a dozen-” Loopy was cut off by a glare from the larger changeling as he stopped his careful examination of a scalpel's blade to look at her. He put the blade down carefully and loomed over her, his fangs inches from her ear.

“Starving, injured changelings trying to get a meal together so they could return to their hive. Yes. I am aware of what you managed to do. I'm not terribly impressed. And from what my associates have told me, you haven't been very impressive in the other little trials we've sent your way.” He pulled away and took a bundle of long needles out of his bag, unrolling them to make sure none had bent or broken.

“What are you talking about?” Loopy croaked.

“You are weak,” Typhon replied. He picked up the scalpel and examined it again, before beginning to slowly sharpen it, his magic gleaming along the edge of the blade. “You're not fit to be a scout, not that you ever were. Two failed missions and you desert on the third.”

“I wasn't wanted back at the hive,” Loopy mumbled.

“A failure is never wanted! But you could have been successful!” Typhon slapped her with a hoof, Loopy's head twisting to the side with the force of the blow. Restrained as she was, she couldn't get away from him or even try to avoid the attack. “You could have drained the ponies here and returned to the hive with the others.”

“Funny thing, the ponies here appreciate me more than anyone at the hive ever did,” Loopy said. One of the fangs in her mouth felt loose from the slap. Typhon lowered the scalpel to her leg, idly scraping the blade on the thick chitin, not quite cutting into it.

“Yes. That's the most common reason for scouts like you to go rogue,” Typhon agreed. He sighed. “You don't understand the hive, not really. You're not attached to it like the rest of us. You need to leave for weeks or months at a time, just returning for a little while before you leave again.”

“Stop that.” Loopy shivered at the touch of the blade.

“I think we should get to know each other. I know a lot about you already, of course. I've been doing this for years now. It isn't easy keeping changelings secret with pathetic specimens like you running around. Before Canterlot that was my main job, making sure the right reports were lost or altered and witnesses forgot what they saw.” He cut slightly into her chitin, scribing a thin line on her leg that slowly started bleeding.

“Don't!” Loopy screamed, trying to pull away, the restraints holding her firmly.

“Of course after it all happened I was the first to put together a few reports and present them to the Princesses. They thought I'd dug it all up with hard work and put me in charge of finding the rest of the changelings. Whenever locals find a changeling, I swoop in and save them, and make sure they haven't revealed anything. And if they're rogues, well, sometimes we get a body to show the Princesses instead of a prisoner.”

“J-just get it over with, whatever you're doing,” Loopy said, as the blade slipped into one of the holes in her hoof, the edge of the scalpel running along the inner side of the cavity with a feeling somewhere between pain and an unbearable itch.

“I will, once you understand,” Typhon said, moving the blade away. “I want you to know what's happening. This isn't about just you or me. I take no pleasure in doing this.”

“Then don't! Let me go and- and we can just walk away from this!”

Typhon chuckled at that. “You aren't walking anywhere. Not for the rest of your life, though that isn't a long time now.” He paced around her, Loopy not able to follow his movements in the shadows with her empathy crippled and her body restrained. “Now be quiet while I try and explain. As I was saying, I take no pleasure in this. I suffer just as much as my subjects, but it is necessary. Without this pain, they, you, wouldn't learn anything before the end.

“Do you know what the hive has been through in the last few years? Don't answer, it's a rhetorical question.” Typhon smiled. “I know you don't particularly care and you're about to say as much. Please, humor me. I want you to understand why this has to happen.”

“You're really hung up on me understanding,” Loopy said, quietly.

“I'm something of a teacher,” Typhon explained. “Today I'm teaching you why you have to die.” He stopped where Loopy could see him. “You probably aren't even aware of why we attacked Canterlot. Did you think to ask any of the changelings that ended up here?”

Loopy shook her head.

“Our stores of emotional energy have been pushed to the limit for a long, long time. Longer than you have been alive. But one thing led to another and things finally started to collapse. No larvae have hatched since Canterlot. There's just not enough love to even hatch their eggs, not that the Queen would want to bring them into the world just to starve slowly.”

“I didn't know it was that bad,” Loopy whispered.

“No. We might be the last generation of changelings, little scout. Think about that. And the blame falls squarely on you.” Loopy gasped at a sudden burst of pain as a needle pierced her chitin, Typhon slowly driving it into her hoof. “You and the changelings like you, who abandoned the hive. And more than that, you even hurt your own kind when they were most in need.” Typhon shook his head.

“They were going to hurt my friends!” Loopy said, shaking with pain. The needle rotated, making her tense up, and then retracted.

“They were only ponies. Do you know what you could have done? Helped your own kind and traded this town for the lives of your brothers and sisters. It's more than a fair trade. You would have been a hero.”

“I am a hero,” Loopy groaned.

“You're a traitor who has decided comfort and a warm meal is more important than her family!” Typhon shouted, slapping Loopy again. “Do you know what Queen Chrysalis did when she found out about everything you did?”

“She probably swore eternal revenge.” Loopy spat out a clot of ichor, trying not to let on just how much she was hurting.

“She wept! She openly wept in front of all of us!” A needle pierced Loopy's thorax, slipping between the broken plates from where El Toro had shattered her body. She screamed before magic forced her jaw shut. “She was reduced to tears because she'd failed us so badly. And then, yes, she swore eternal revenge on you. She wants this entire town leveled so other rogues will know the price they pay if they betray the hive.”

***

“I need him awake,” Songbird said, slowly, like she was speaking to an especially dull child.

“And he needs to rest!” The doctor replied, the mare putting a hoof on her shoulder and trying to push her out of the room. Songbird knocked the hoof away.

“You don't seem to understand. I'm ordering you to wake Captain Shield up! He can rest when this is over!” She shoved the doctor back, the mare falling back and landing on her flank. The pegasus loomed over her.

“I'm not one of your soldiers that you can just order around!” The doctor picked herself up, red with anger. “This stallion is my patient and I am not going to let you or anypony else put him at risk! He's suffered severe magical strain! If he doesn't get rest, he could suffer from chronic pain for the rest of his life!”

“This is a matter of life and death,” Songbird said, glaring at the doctor. “If you don't wake him up, I'll have you arrested for obstruction of justice and I'll do the same thing to every doctor here until one of you cooperates.”

“None of us are going to just let you push us-”

“And if none of you are willing to cooperate, Private Kicker says he took some classes on veterinary medicine. I'll give him a needle and the first stimulant I can find and we'll just have to hope for the best.”

“You wouldn't!”

“Try me,” Songbird replied. The doctor met her gaze and for a long moment the two just stared at each other.

Then the doctor blinked, and turned away. “I'm making an official protest to your superiors,” she mumbled.

“You can do that as soon as he's awake,” Songbird replied, sarcastically. The doctor walked out to the nursing station and opened up a small icebox, taking out a bottle and a syringe. Songbird walked with her, making sure she didn't try anything. The doctor hesitated as she returned to Brass Shield's bedside.

“Even if I wake him up, he isn't going to be fit for anything, you understand? We sedated him so he could rest. If he's really important to you, you'll let him do that.”

“If I don't have him make this right...” Songbird swallowed. “He'd rather die than just stand by and let somepony come in and strongarm things.”

“Oh yes, because you're not doing that,” the doctor glared at her.

“This is different!” Songbird snapped.

“Holding my patients hostage is hardly different,” she said, gesturing with the needle. “Whatever you're worried about, it can wait a few days.”

“You don't get it! He relieved me of command and the only pony that can make this right is-”

“Is injured and shouldn't be bothered with your- with your petty little power struggles!” The doctor shook with rage. “You should be ashamed of yourself! You want to force him out of bed just for that?! If you act like this all the time it's no wonder you were-”

“Doctor, the shouting isn't helping much either,” Brass grumbled, from his bed. The doctor jumped in shock, dropping the syringe.

“Brass!” Songbird yelled, running over. The unicorn opened his eyes and gave her a tired look.

“No yelling, Flight Lieutenant. I feel like somepony used my skull as a battering ram.” He touched his horn and winced.

“That's pretty accurate. El Toro put you right through a wall,” Songbird said. “We really need you, sir. Subcaptain Typhon is taking everything over with his own men. He has the changeling locked away and won't even let us see her.”

“I thought you'd be happy about that,” Brass said, his voice barely a whisper.

“Sir, please. You always tell me to trust my gut, and I can just... I can tell there's something wrong.” Songbird took a deep breath. “I need you to tell him that I'm in command. You're the only one who can pull rank on him.”

“Hmph.” Brass grumbled, sitting up. He looked down at the doctor. “Get me something for this headache. Songbird, you get my uniform. I'll need to at least look like I'm on duty.”

“You-” Songbird smiled. “Yes, sir.”

“I'm just going to have a little chat with him. If you're wrong, I'm busting you down so hard you'll have to take orders from Private Kicker. You understand me? Because I don't want to have to repeat myself with this blasted headache.”

“Yes, sir!”

“Then get that bloody uniform and tell Typhon I want his flank reporting to me at once.”

***

Loopy squeaked, unable to scream, as Typhon lowered a scalpel towards her eye. Just as it got too close for her to focus on, Typhon stopped and frowned, straightening up. Nothing had changed in the room, but Typhon looked towards the door like he'd heard something.

“How annoying. It looks like I have to take care of things with my other job. I'm going to have to ask you to wait and think about things while I'm gone.”

***

Jetstream tossed and turned in her bed. She wasn't used to sleeping on a mattress to begin with, and every time she closed her eyes all she could see was Loopy lying in bed, hurt. The image was different every time as her imagination tried to fill in the injuries she hadn't seen.

She sat up in a cold sweat, feathers in disarray. She had to find Loopy. Something inside her couldn't rest, like a sixth sense warning her that she was in trouble. The pegasus groaned as she felt a headache coming on, rubbing her eyes. If somepony had been watching, they would have seen a green glow pulse behind her eyelids for a moment.

Tossing her blanket away, Jet got out of bed and quietly trotted to the door. She poked her head out as she silently cracked it open. The hallway outside was empty.

She walked out, looking behind her to make sure she was alone, then set off towards one end of the hospital, something telling her the right way to go.

***

Typhon stepped into the room, frowning at the sight of Brass Shield waiting for him and sipping a cup of tea. The Captain motioned for him to sit. Typhon did so, watching him closely. The Captain was wearing his uniform armor, but had bandages under it around his neck and horn.

“I wasn't aware you'd recovered so quickly,” Typhon said. “I was busing seeing to the changeling's treatment.” He glanced at the room. It was one of the break rooms, though the nurses had been kicked out and Brass was looking over some paperwork. To Typon's eye it looked like a number of random reports and unfilled forms.

“I've been told as much,” Brass said. “I need to be brought up to speed. I heard my Flight Lieutenant's report, now I want yours.”

Typhon's expression darkened for a moment at the mention of Songbird, then snapped back into a smile. “Of course, sir. I've made sure she's stable, but she hasn't woken up yet. Things are delicate right now, so I can't recommend you see her.”

“It's part of my job to check on her,” Brass said. “I also need to get an estimate of when she can be transported to Canterlot.”

“Oh, everything will be ready soon,” Typhon said, with a smile. “I just need some more time. I was in the middle of a medical procedure when you called me up here. I was rather distressed. I need to get back to her soon.”

“I thought she was stable,” Brass noted.

“Stable isn't the same as well. A pony with four broken legs can be stable, but they aren't walking anywhere.” Typhon glared. “Now, can we please end this little farce?”

“What are you talking about?” Brass asked.

“You clearly aren't well enough to assume command again,” Typhon said. “Someone just dressed you in armor and threw you whatever papers they had on hoof and you're trying to act like you're fine when you should be in bed with nurses feeding you by hoof.”

“I'm well enough,” Brass said. “And seeing as how I outrank you, I get to decide if I'm fit for command.”

“Only until I find a doctor to declare you medically unfit. Which should take about ten seconds, seeing as we're in a hospital and you're obviously still injured.” Typhon stood up.

“Seeing as how we both agree I'm in charge, at least for right now, we need to have a talk.” Brass smiled. Typhon growled at the small trap he'd talked himself into.

***

“Stop right there!” Shouted somepony. Jet found herself picked up by the scruff of the neck with magic, raised into the air and turned to look at the helmeted, armored guard. She felt a sense of dread looking at the masked face.

“I-I was just looking for somepony,” Jetstream said. The guard turned his head like he was listening to something.

“Confirmed as one of the secondary targets. Preparing to eliminate.” Two knives floated out of his harness, suspended in his unicorn magic. Jet's eyes went wide.

“W-what?! You can't! I didn't do anything!” She struggled, trying to get away as the knives spun, readying themselves. She whimpered as they surged towards her and her vision was fulled with a blue and gray blur. The knives flew into the wall, sinking in to the hilt.

Jet looked at them for a moment, shivering as she realized that it had almost been her. She looked up at the pony standing over her who had knocked her out of the way, and found herself looking into golden eyes. She couldn't help but look past them to where leathery wings were extended from his sides. The batpony stepped away.

“Are you alright?” He asked. Jet nodded slowly. The faceless guard pulled four more knives from his gear, the blades orbiting around him, facing outwards. The blades snapped into formation, and before the unicorn could launch them, a second gray shape bucked him in the head, the knives falling to the hospital floor shortly before the unicorn collapsed.

“These special operations types are a bit brutal, aren't they?” Said the second batpony. He looked over at his partner. “Nice save.”

“I do my best,” the other one said, with a small smile.

“Who are you?” Jetstream asked, standing and backing away. The batpony who had saved her reached into his cloak and produced a silver badge.

“My name is Gray Cloak, this is Drakewing. We're with Internal Affairs.” He put the badge away. “We were investigating Subcaptain Typhon and this little crisis turned a simple job into a field mission.”

“My partner isn't a fan of working outside of Canterlot,” Drakewing explained.

“Gray, we got run out of town the last time we were in the field,” he countered. As he spoke, he stepped over to the prone guard and lifted the helmet up. Without the masked helm he seemed a lot less intimidating, but his coat was ragged and his eyes were sunken.

“Looks like our suspicions were correct,” Drakewing noted, as Gray used a hoof to open one of the guard's eyes and saw green and red veins coloring the whites of his eyes. “Clear signs of long-term effects, just like Shining Armor.”

***

Typhon sat up, turning his head as if listening to a distant sound. He frowned, ignoring whatever Brass Shield was babbling on about.

“So that's what this is about,” he said, standing. “You're just trying to distract me while your minions do your dirty work. Clever, but it won't work this time.”

“Minions?” Brass asked, standing slowly. “I have no idea what you mean.”

Typhon glared at him before throwing the table aside with magic to crash into the wall. “You're either too smart and suspicious for your own good or you're stupid and your own underlings are acting on their own. Either way, you've outlived your limited usefulness.”

“You know I was actually calling you in here to discuss how you and Songbird could get along better, but I'm starting to think that she might have actually been right about you.” He paused. “For once.”

“I hope she hasn't said too many awful things about me. I'd be so embarrassed.” Typhon's horn started throbbing with arcane power, and he smiled at Brass Shield.

***

“I have to get to Loopy,” Jet said, her eyes flashing green. Gray Cloak and Drakewing looked at each other, then back to her.

“And why is that?” Drake asked, keeping his voice level.

“She needs me,” Jet said, simply. She started walking as if she knew the way to go. She got about three steps before the window next to her shattered, one of Typhon's armored pegasai flying right through the plate glass to tackle her into the wall, Jetstream crashing into the wall hard enough to put a hole in the drywall.

The pegasus flicked his wings, and blades appeared along his flight feathers. He loomed over Jetstream for a moment before Drake knocked him out of the way.

“Wingblades. Haven't seen those in years,” Gray noted. Drake blocked a swipe with an iron-clad hoof, the weapons raising sparks from the contact.

“Not since that assassin a few years back,” Drake agreed. He punched the pegasus, forcing the lighter pony back a few steps. Before he could follow up on it, he turned and ducked as two more armored pegasai burst through the window.

“I think this counts as being surrounded,” Gray said, pulling Jet to her hooves. “Ma'am, normally we'd have all sorts of questions for you and I'd be very concerned about what could be going on with your mind, but there's a significant number of ponies trying to kill you.”

“And us!” Drake said, parrying another buffet of wing attacks. The other two pegasai flicked their wings, extending the hidden weapons.

“And us. We can take care of this mess but it'll be easier if we don't have to protect you. I want you to go find somewhere safe and stay there until this is over.”

“Somewhere safe...” Jet shook her head and started running. Drake watched her go before being distracted by a blade being shoved towards his neck.

“She's going the same way she was before,” Gray noted.

“Determined filly, isn't she?”

***

Songbird paced up and down the corridor outside the waiting room, throwing glares at the two masked guards who were stationed at either end. She was working herself up to a really great rant for when Brass finished with his little talk when her train of thought was derailed by the sound of a table being thrown from inside the room.

The guards at either end of the hallway started moving, no doubt having heard the crash themselves. Songbird reached for the doorknob, and a knife slammed into the wood next to her hoof. She flinched back, which saved her life as a second blade sliced across the right side of her face, close enough that even though she moved it opened a long cut on her forehead and sliced the strap of her eyepatch, sending it fluttering to the floor.

“What are you doing?!” Songbird yelled, looking between the two unicorns. With her right eye uncovered, the plain-looking hospital hallway was overlaid with a kaleidoscope of colors. Bright green tendrils writhed through the aura of the two unicorn guards like octopi swimming through an ocean, threads linking them and stretching outwards into some kind of ethereal web.

“That's not normal,” Songbird said to herself. As more knives flew towards her, she braced herself and crashed through the door, rolling to a stop right between Typhon and Brass Shield where the table had been. She looked between them. “Um, hello.”

***

“Where is she...” Jetstream whispered. She spotted somepony moving and ducked back into the shadows. There were no doctors or patients but there were guards patrolling the corridors silently. Jet shivered with fear. If it wasn't for the feeling inside her driving her on, she would have just found somewhere to hide and hoped she could stay there until it was all over.

She slipped into a room and out a door on the opposite side, avoiding the guard. Jet fluttered her wings, silently and carefully flying down the hallway. Poking her head out at the next junction, she found herself looking at an operating room, with a pegasus standing guard outside.

Jet ducked back around the corner. She needed to get into the operating room. She looked around and grabbed the first thing at hoof, a bedpan. She tossed it down the corridor and ducked into cover. Predictably, the pegasus guard ran to investigate the noise, leaving his post.

Jetstream smirked and quickly flew past where he had been, opening the door and closing it silently behind her.

“There,” she whispered. “Now I can-” Jet turned around and her eyes went wide. Loopy was lying on the table, blood leaking from wounds in her chitin. The changeling opened her eyes and looked back to her, breathing raggedly.

“Took you long enough,” she whispered.

***

“Am I interrupting something?” Songbird asked, looking between Typhon and Brass Shield.

“Songbird, I owe you an apology,” Brass said, carefully. “It looks like you were right about Subcaptain Typhon. Next time you tell me you have a gut feeling about something, remind me about this if I try to ignore it.”

“You're both about to become quite familiar with the feeling of your guts,” Typhon said. “That was a threat, in case it wasn't clear.”

“Yeah, I got it,” Songbird said, standing. She looked at Typhon and blinked at what her eye revealed. “Woah. You're-”

“Conversation over, killing time now.” Typhon's eyes flashed with green light and the wall exploded as the unicorns blasted through it with magic bolts, filling the room with dust and splinters. Typhon stepped back. “I'm going to go finish up, but I think these two will be able to give you more than enough entertainment.”

“When he says entertainment he actually means they're going to murder us,” Brass mumbled. Songbird glared at him and was about to say something, but was cut off by a blade coming right for her, only stopping an inch from her forehead, held in place by a flickering field of magic, flashing between green and gold.

Brass grunted, straining himself fighting back the force of the other unicorn's magic.

“Songbird, please get out of the damn way so I can let this thing go!” The Flight Lieutenant's ears folded back and she ducked, the knife snapping forward and slamming into the wall.

“Thanks, Captain,” Songbird said. She smiled at him, but her face fell as she saw a trickle of blood work its way down his face from the base of his horn. “You're-”

“Alive, for the moment. And I'd like to keep it that way.”

“Right,” the pegaus said. “Just hang on, sir.”

“What do you mean hang-” Songbird grabbed a fire extinguisher with one hoof, spinning in midair using her wings to throw it at the masked unicorns. One of them reflexively threw a knife at it, the red cylinder exploding as it was breached. The wave caught her wings as her shoulder hit Brass, carrying them both out the window.

“Songbiiird!” Brass yelled, holding onto her for dear life as they fell in a shower of broken glass.

***

“Loopy how did this-” Jet's eyes teared up as she looked over her friend. She still wasn't used to seeing her as a changeling, but that was a distant second to seeing her so badly hurt.

“Typhon's kind of an asshole,” Loopy said, wincing as she spoke. Her voice was rough and strained. She tried to make another quip and groaned, slumping.

“I've got to get you out of here before he gets back,” Jet said, her voice filled with determination that was just barely strong enough to push the trembling tones of terror aside. She started at one of the restraints, trying to figure out how it worked.

“Don't bother. I can't walk and you can't get out of here carrying me.” Loopy looked away. “How did you even find me?”

“I just had a... feeling,” Jetstream said, her voice going dull for a moment. She shook her head, clearing the fog from her mind. “I'm not just gonna leave you here. We can figure something out. I just have to come up with a way to get you out of the room, then we can work on getting you out of the hospital after we do that.” She sounded desperate.

“A feeling.” Loopy repeated, deadpan.

Jet smiled. “I don't know. Maybe it was the power of love!”

“I know a thing or two about the power of love,” Loopy joked, coughing and immediately regretting it. “And it usually doesn't provide directions.”

“It doesn't matter,” Jet said, tears in her eyes. “I love you and I'm going to get you out of here!”

“What are you-” Before Loopy could finish, Jet hugged her broken body, and the changeling felt energy flowing into her.

***

“Well, that was an annoying distraction. But my drones should be able to clean up this mess, and in the meantime we have a little something to finish,” Typhon said, stepping into the operating room. None of the soldiers outside had seen anything, so he was confident in his privacy.

Loopy didn't reply. Typhon frowned and assumed his true form, black chitin appearing in a wash of green fire. He couldn't sense anything from her.

“Oh my.” He looked into her blank, lifeless eyes. “Were you worse off than I thought? I consider myself something of an expert and you should have been able to hang on for at least a few more days...”

Typhon touched her, and felt something off. Her body was stiff and... with a sudden realization, he took the restraints from one hoof and pushed her up. There, between her wings, was a long opening along her spine. The corpse was nothing but an empty shell.

“Clever girl.” Typhon said, just before a hoof impacted with the side of his head hard enough to send him crashing to the ground. Before he could retaliate, a horn touched his, and he felt something grab ahold of his stored energy and pull at it.

He tried to recover, but it was stronger than him, tearing at his energy and grabbing most of it before it was forced to let go. Typhon scrabbled away, panting and looking at the one who had attacked him. Loopy grinned at him, whole again. Her chitin was soft and pale, but her injuries were gone.

“Fear and loathing. Disgusting. But it suits someone like you,” she said.

“You molted to provide a distraction and regenerate your body,” Typhon said, impressed. “You're quite resourceful for a failure. But where did you get the energy to do that?”

“Unlike you, I have ponies that care about me. I-”

“Not more of this power of love nonsense. I heard enough of that after Canterlot.” He sneered.

“Too bad. You get to hear it again.” Loopy grabbed the bundle of needles Typhon had been using to torture her and flung them at the other changeling rapid-fire. Typhon danced back, deflecting them. Just as he got to the door, Jetstream dropped down, hitting the base of his horn with her hoof. Typhon gasped as his horn cracked.

“How was that?” Jet asked, flying away from him as Typhon touched his horn and winced.

“Perfect,” Loopy said.

***

Gray and Drake backed into each other as the armored pegasai closed on them. The two batponies were covered in small cuts and exhausted, already at their limits. The next attack would finish them. The pegasai tensed, and Gray and Drake braced themselves.

And then the helmeted guards collapsed. The two batponies looked at each other, confused.

***

Songbird looked up. The unicorns were looking out the windows at them, and as they watched, a huge rock was torn out of the ground, looming over them and held by their magic. Songbird closed her eyes and tried to shield Brass.

There was a crash as the rock fell. Songbird opened her eyes. It hadn't landed on her. Otherwise it would have been much harder to open her eyes, being dead and flat. The rock had fallen straight down, the unicorns who had been holding it collapsed and halfway out the windows.

***

“My hivemind!” Typhon gasped. “You-”

“You're all alone,” Loopy said. “Unlike me.” Jet stood next to her, smiling. And shaking a little with a mix of excitement and fear. Loopy's empathy had come back once his horn was broken, and she could almost weep for the return of her senses. But only almost. She still had a job to do.

“Unfortunately that does seem to be so,” Typhon agreed, standing up straight. His feelings vanished as he shielded them again from Loopy's senses. “I am impressed. It's no wonder the others were having a bit of trouble with you.”

“So I think it's time I got a little payback,” Loopy said, narrowing her eyes. “Maybe we'll see how you like being broken and cut up.”

“No, I rather prefer being the torturer than the torturee.” Typhon smiled. “You've ruined years of planning. I compliment you on your resourcefulness and luck. As I do not enjoy fighting a losing battle, I am forced to retreat.”

“You say that like we're going to let you go,” Jetstream said. “You're going to pay for what you did!”

“My dear, you do not have a choice. But don't worry. You haven't seen the last of me. Remember this moment the next time you try to get to sleep.” Typhon took a step back, and green flame appeared in a circle around him. He laughed as he sank into the ground, vanishing.

Loopy watched him go. The moment he was gone, she slumped down. “Ugh...”

“Are you okay?” Jet asked, kneeling down to look at her.

“I just had to force a molt in like ten seconds and throw a regeneration spell on top of it to keep my body together. I feel like I ran a marathon. But I feel better than I did on that table.” She smiled, showing fangs. To her credit, Jet didn't even flinch.

“I told you we'd think of something.” She smiled and nuzzled the changeling.

“Yeah.” Loopy sighed, looking into Jetstream's eyes. They flashed green, and Loopy's smile faded. “Oh no...”

“What is it?” Jet asked, confused.

“It's um... nothing,” Loopy lied, resting against Jet, her mind racing through all the things that could be wrong. Had she screwed something up when she'd pushed energy into her after the ice witch had almost killed her? She'd already messed up once with Songbird. If something happened to Jet...

“I love you,” Jet said, closing her eyes and resting against Loopy, the sensation making the changeling shiver, her soft, unhardened chitin making her sense of touch more intense.

“I know,” Loopy replied, feeling the strings of sweet love pouring from her, the same energy that had let her regenerate and molt in the first place. “That's what I'm worried about...”

Author's Notes:

It's been a while! This chapter took longer to write than I expected.

Next time: Everypony actually sits down and talks to one another. Dragons everywhere! Everypony becomes a statue! One of those things is not true.

Deadly Sting: Just Desserts

The Dark Mare
Deadly Sting: Just Desserts
by MagnetBolt

A glaring light flickered above the table, the cheap enchantment on the bulb ready to fail at a moment's notice. A tarp had been hung to cover the hole in the wall, and chairs put into place for this impromptu meeting.

"This is a lot more pleasant when I'm not arrested," Loop D'Loop said, looking at the others. She was more comfortable with her disguise on, and it was less likely to cause screaming if somepony walked in on them while they were talking. A saddlebag behind her held what was left of the Mare Do Well costume, though after all the damage it had suffered it wasn't much more than heroic rags and tatters.

"Well duh, you're a hero!" Jet said happily. The pegasus had her chair pulled just a little too close, her wing touching Loopy's flank in what definitely were not a series of small accidents.

"This whole thing is a mess," Songbird said. "I don't know if we should leave the hospital so they don't get caught in the crossfire or stay here so we can protect them so they don't get used as hostages!" Her eyepatch was lying on the table. She was getting more comfortable with her mismatched view of the world.

"Neither," Brass Shield said. "Being on the defensive and reacting has only gotten ponies killed. We're not going to stay here and defend the hospital, and we're not going to find somewhere safer to fortify."

"You want to go on the attack," Loopy said. She frowned. "How? You don't even know where they are."

"We know a few things," Songbird countered. "They're probably operating out of the docks. That entire part of the city is almost a dead zone."

"When I was a foal we used to watch the boats come and go out of there all day," Jetstream sighed. "Now they barely come in at all."

"It's made it a haven for ponies who don't want to go through a more regulated port," Songbird said. "Smugglers, drug runners, and worse. I bet we could arrest almost everypony down there with a boat and find something worth putting them away for."

"Not that it's worth our time to do so," Brass said. He poured himself another cup of coffee from the hospital's aging coffee pot. "Normally I'd love to drop in unannounced and surprise some ponies who think they're going to make it big with a cargo of beetle snuff, but we don't have the luxury."

"What about all those guard that the creepy guy had? Can't you just have them sweep over the docks in a wave of armor and tight stallion flank?" Jet asked.

"You mean the ponies who were half-starved, dying of dehydration, and barely kept moving with changeling magic?" Songbird asked sarcastically. "Great plan. Next you'll want to enlist some of the frostbite patents."

"Well... what else can we do?"

"Unfortunately, reinforcements are out of the question," Brass said. "I got a letter this morning that all guard operations are frozen until a full investigation can be done. Typhon was in a position to do a lot of harm, and we might never know how much he did to sabotage Equestria."

"He was a creep," Loopy muttered. "And I say that as a professional masked monster."

“I didn't think changelings normally hurt each other like that,” Jet said, looking at Loopy. Not that she had eyes for anyone else.

“They don't. I mean, I'm sort of an exception myself. That's why they're all so angry at me. Changelings are supposed to work together.” Loopy looked out the window sadly. “From his perspective, I'm the monster.”

“You're not a monster,” Jet said, soothingly. She ran a hoof down Loopy's back.

“Technically speaking, yes she is,” Songbird said.

Loopy snorted with laughter. “Yeah. But... imagine if a bunch of ponies get eaten by timber wolves, so you go out into the forest to try and scare them off or, well, do whatever you need to do. And you find out there's a pony that's joined their pack and helps them catch other ponies. You'd think the pony was insane or a monster or worse.”

“And that's how they see you,” Brass said.

“Not that ponies see me much differently.” Loopy looked accusingly at Songbird.

***

“You failed,” Chrysalis hissed, her face distorted through the crystal communicator. “All you had to do was kill one rogue changeling and all of her friends. It's hardly a difficult request, and you bungled it so badly that you've ruined our guard infiltration operations!”

“The blame is yours,” El Toro said, maintaining his composure. With his mask, it was impossible to tell if he was angry, afraid, or as calm as his measured voice and stance made him seem. Only a changeling would have a chance at determining what he was really thinking.

Unfortunately, the only changeling in the room was busy cowering. El Toro was well known for killing messengers who brought unpleasant news. This was very unpleasant news. Typhon held the crystal orb up above his head, where his Queen's visage was able to glare from what would be an impressive height for a pony, though she still had to look up to see El Toro in the darkened hold of the ship.

“Hardly. I hired you to take care of this. All you've done is fail me!” Chrysalis hissed, her eye looming large as she leaned in.

“It was your agent who failed.” El Toro turned his back on the crystal. “It was by your instruction that the rogue was left alive. I could have done more than just break her body if I had desired to do so. You, however, asked that she be left alive.”

“That's not important! You-”

“Followed your instructions to the letter,” El Toro countered, turning around. “It annoys me that this failure may reflect on my own organization. Because of that, and that alone, we will correct this mistake of yours.”

“Fine,” Chrysalis agreed. “As long as it gets done.” The crystal went dark, leaving only the overhead light as a source of illumination in the room.

“Difficult clients will do anything to avoid payment,” El Toro noted. Typhon lowered the crystal. The minotaur seemed calm, though the changeling found his emotions difficult to read. “Of course if she had decided to change our agreement I would have simply left. With the guard in disarray, there are many areas of opportunity, but they will quickly close as order is established again.”

Typhon felt brave enough to put in his thought on the matter. “It's all her fault. If Mare Do Well hadn't-” Typhon was cut off by a rock-hard hand around his throat.

“While Chrysalis blames me for this failure, I think we can both agree that this is your fault. If you were a member of Labyrinth, you would be punished harshly.”

Typhon tried to say something, but it came out as a squeak as El Toro squeezed the air from his lungs.

“I'm glad you concur.” El Toro squeezed harder. Something cracked in his grip, ichor leaking from between his fingers. “You wanted to teach about penance and suffering, you must first become an expert yourself.” Typhon screamed. Or at least, he tried to scream, as his exoskeleton shattered.

***

“We know they're somewhere in the docks. We had them tracked to that general area even before this mess, and they've had no reason to move their operations,” Brass said. “We set up our own base in the area because we thought we could head them off.”

“But now if we make a move they're going to see it coming a mile away!” Songbird said, flapping her wings angrily. “They know what all the guards look like. Even if they didn't know themselves, Typhon has our files.”

“If only you had an expert in infiltration and deception who was also a master of disguise and kicking flank,” Jetstream said, smiling at Loopy.

The disguised changeling blushed. “Woah, woah. Look, I appreciate you not throwing me in chains again-”

“Not that we could keep you there,” Songbird muttered, though it was more amused than bitter now. Loopy could tell that some of the hard edges and harder feelings had been worn away.

“I'm not part of the Guard!” Loopy said, shrugging. “In fact, I'm not even a citizen of Equestria, really. And I'm pretty sure you have orders to arrest me, like, twice over.”

“The good news is that service is the fastest path to citizenship,” Brass grinned. “Miss D'Loop, you and I both know you aren't going to just let this town burn. It's going to be a lot easier if we're working together.” He held up a hoof. “I'm not asking you to join the Guard. You said it yourself, though. It's a lot nicer when you aren't being arrested.”

“Loopy, please?” Jetstream's wing brushed the changeling's side again. She fought back a blush, something surprisingly easy to do when you could control your appearance.

“It's my mess anyway.” Loopy sighed. “They're after me. This is probably my only chance to do something with backup.” She looked around the table and shifted uneasily in her seat. “If I'm gonna have any chance, though, I'm gonna need a few things. I think I'm almost completely out of the supplies I was using before.”

“I can help with that,” Jet said, confidently. “Follow me.”

***

A light flickered on, revealing the iron belly of the ship's hold. Boxes were stacked here and there, though a large amount of space had been cleared around a tarp-covered cage, chained to the deck with thick iron bonds. The visible bars were pitted and corroded, as if worn away by acid.

“How is her health?” El Toro asked, as he walked with Doctor Caballeron.

“Excellent, of course. I'm a Doctor, you know.” He smirked and walked towards the cage, but kept his distance. El Toro stepped past him to lift the tarp and look at the beast within.

“Of what?” El Toro asked, not looking at the pony.

“Hm?” Caballeron glanced up at him.

“A doctor of what?” El Toro turned and met his gaze. “You always make a point of saying you're a doctor, but you never did tell me what you're a doctor of, or where you got your doctorate.”

“I have doctorates in both Archeology and Paleontology.”

“So nothing actually relating to animal care,” El Toro noted.

“No,” Caballeron admitted. “But as you can see, I have done an excellent job caring for her.”

“Surprisingly, you have not failed in that regard,” El Toro admitted. “It is time to make use of her. Have her milked and bring the venom to me. I believe it is time that we treat this situation with the seriousness that it is due.”

***

Loopy looked around the small, almost empty room. Jetstream had taken her to a run-down apartment building in one of the oldest parts of the city. It had been an affluent neighborhood before the shipping trade moved to Manehattan after the canals opened up. Now it was just old, buildings preserved in the same state they'd been in for decades by ponies too proud to let them go to ruin but too poor to modernize.

In this building, the wallpaper was faded, showing the strong floral prints that had been popular before either of the two ponies standing in the room had been born. The ceiling sagged in places, and everything smelled strongly of mothballs and dust. Jetstream grunted as she pushed a bookcase out of the way, revealing a doorway behind it.

“A hidden room?” Loopy asked. Jet nodded.

“I was gonna put it in my house, but I didn't know if Mare do Well was a pegasus or a unicorn or what. If you couldn't walk on clouds, it would be a terrible hideout, you know? You'd fall right through the floor!” Jet walked in and grabbed a pullchain with her teeth, turning the overhead light on, the ancient lamp flickering to light with an audible hum.

“What is all this?” Loopy stepped inside, looking around. There were shelves around the walls, stocked with almost every trick and gadget she'd ever tried using, and a few she hadn't. A Mare do Well outfit, brand new and made of even better material than the old costume she'd been wearing. She took the mask down to look at it. No poorly sewn repairs or tattered edges. She looked back at Jetstream.

“I wanted to be useful,” Jet admitted, blushing. “I thought if I could prove that, then Mare do Well... then you'd fall in love with me. But now I know you love me! Forever!” Her eyes flashed green for a moment, making Loopy feel a surge of guilt that most changelings wouldn't even be able to understand.

Loopy looked for a way to change the subject, spying something hanging by itself on the wall.

“So what's that? It looks like combat webbing.” Loopy walked over to pick it up, feeling a wave of embarrassment rising from Jetstream. “Oh, there's a label. Madame Rarity's Special Intimate Collection-” Loopy dropped it, feeling a blush strong enough to almost make her lose her disguise. Almost. Then she saw the riding crop and the long stockings, and in a wash of green flame, she totally lost her composure.

“I thought you might be really, really appreciative,” Jetstream admitted. “That was just in case you wanted to show it.” She got closer, running a hoof along Loopy's sensitive wings. “I mean, you've got this brand new body and...”

“J-Jet, before you do anything too hasty, we need to talk about our relationship.”

Jetstream froze. Loopy could feel the shock and despair radiating from her. “Does that mean you... you don't like me?”

“No!” Loopy immediately sensed this wasn't the right answer. “I mean, yes. I mean- I like you. It's just that I'm a changeling, and you're a pony, and there are some things you need to know.” Jetstream released the breath she'd been holding and ran over to throw her forelegs around Loopy, the changeling swallowing, her mouth dry.

“How much do you know about changelings?” Loopy asked, worried.

“Not a lot. Do you want me to learn?” Jet looked up, and Loopy could feel her desperation increasing.

“No, no, it's fine.” Loopy quickly returned the hug. “It's just, um. Look, this is going to be an awkward conversation regardless of when we have it. I mean, it's not like any changeling ever discussed Thralls at all, especially not with a pony.” Loopy coughed and stepped back, out of Jetstream's grasp.

“Thralls?” Jet tilted her head.

“...Maybe we'll just talk later,” Loopy said, losing her nerve.

“But I want to know,” Jet said. There was a touch of her old firmness in her voice, something Loopy hadn't heard in a while. The changeling smiled a little at that.

“Just don't blame me, okay? I was trying to save your life after you practically froze to death. I sort of accidentally thralled you.” Loopy's voice trailed off to a whisper as she spoke.

“What's that even mean?” Jet asked, tilting her head. She didn't seem upset yet.

“Okay, look.” Loopy started pacing, trying to figure out a way to explain it that wouldn't sound too bad. “It's like, when we need to take control-” she stopped. That wasn't a good way to explain it. “When we need to bring someone into the hive that isn't a changeling, we make them into Thralls. It sort of connects them to us.”

“So... we're connected on a special level, like no other ponies in the world will ever be?” Jet's eyes were wide and starting to sparkle.

“You're taking this entirely too well. Probably because you're a Thrall. Maybe I should ask somepony else about it-”

“No! They'll want to take you away from me!” Jet ran over again, tackling Loopy and forcing her to the ground, standing over her with the strength that panic could give a pony. “I wanted to be with you, and now I can, and they can't take it away from me! They can't!” Her eyes were glowing a faint but steady green.

“I...” Loopy swallowed, feeling a little guilty. Part of her wanted to rationalize it. It wasn't really going to hurt Jet. Even without a little extra persuasion, the mare had a crush on Mare do Well big enough to keep an entire hive fed by itself. And as a Thrall, Loopy could feed on her much more easily. “We'll keep it between us for now.”

“Does this mean I'm going to turn into a changeling? Because that would be really cool, and I'd be okay with it.” Jet looked hopeful. Loopy rolled her eyes.

“No. That's not how it works. Ponies and changelings are completely different. It'd be like trying to turn you into a unicorn.” Loopy snorted. “All it means is that we can sense each other from a great distance.” And that Loopy could probably order her to do just about anything and leave Jetstream powerless to resist.

“Let's get you suited up,” Jetstream said, though she wasn't moving.

“You have to get off me first.”

“I have to get you off?” Jet asked, eyebrows raising.

“Just help me get the costume on.”

***

Pig Iron yawned. He wasn't used to standing around and keeping an eye out. The gray, dappled earth pony was more the type to look for an easy mark in a bar and mug them once he got them somewhere private. Now he was out in the cold with no cider, nothing to do, and bits burning a hole in his saddlebags. If it wasn't for his new boss implying he'd never walk again if he slacked off, he'd have ditched the street corner and gone to Rust Bucket's to quench his thirst.

That said, he did like his knees bending the right way, so maybe the corner wasn't so bad after all.

That was when she walked by. A beautiful mare, with a red coat and a dark mane that covered one eye, the other slyly looking at Pig Iron as she passed. As she walked across the broken cobblestones of the street, she stumbled and fell. Pig Iron found himself helping her stand.

"Woah there, hot stuff." He smirked, as she got back to her hooves. "What's a piece like you doing in a place like this?"

"I think I'm lost," she said, smiling. "There's supposed to be a bar around here and I was going to meet my friend there."

"The only place down here is Rust Bucket's. That ain't a place for a nice mare like you." He grinned.

"I'm not nice," she said, winking. "My name's Matches. Matches Merrily. Sounds like you know your way around down here. Can you show me how to get to that bar?"

"Oh yeah," Pig Iron said, his mind going blank for a moment as her flank bumped into his cutie mark. "It's right this way."

He gestured towards a dark alleyway. The exact sort of alley where a young mare shouldn't go with a stranger, especially one with a record as long as Pig Iron's. Matches Merrily didn't seem to notice, wiggling her flank as she walked into the shadows, her tail twitching.

Pig Iron licked his lips and followed. He could afford a few minutes away. It might even be worth having his legs in casts for a while.

"Careful, it's dark in here," Matches said, from ahead of him. He couldn't see her in the gloom. Dumpsters and slowly rotting trash turned the passage into a twisty maze.

"Maybe we should hold hooves." Pig Iron looked around, trying to spot her. She sounded like she was still close by.

"You want to know something funny?" Matches asked, her voice echoing off of the walls between the two warehouses. "I've actually done this before."

"Gotten lost looking for the bar?" Pig Iron asked, stopping and frowning. He felt like he'd gotten turned around. Something made his mane start to stand on end, a sense that there was something wrong.

"No. Lured an idiot into a trap with a pretty flank," said the voice. It didn't sound much like Matches anymore. There was a buzzing growl to it. Pig Iron swore and turned to run, before finding the alleyway blocked off by what looked like a giant, dripping web of goo.

"Oh no," Pig Iron whispered.

"Oh yes," Mare do Well countered, dropping down behind him. He backed up as she advanced, until his tail hit the webbing and stuck. Pig Iron yelped and jumped away, a few of his tail hairs tearing out painfully.

"You're supposed to be dead!" Pig Iron yelled, trying to circle around her.

"I'm a lot of things, dead isn't one of them," Mare do Well replied. Pig Iron could hear the smirk. "Now, you're going to tell me where El Toro is."

"No way. He'll kill me." Pig Iron ran, trying to get around the masked mare. She moved in a blur, tripping him and sending him face-first into a garbage can, the contents spilling over his head in a torrent of compost and stagnant water.

He was roughly pulled up with a sharp-edged hoof that was far stronger than a mare of Mare do Well's size had any right to be.

"One way or the other, you're going to be useful. How painful do you want it to be?"

***

"Tirek's perky crotchtits. What in Tartarus happened to you, Pig?" A violet stallion with what looked like metal teeth stood over the thug, looking somewhere between worried and amused. Pig Iron blinked at the sight.

“I can barely see straight. Tell me you ain't El Toro here to break my flank in half.” Pig Iron groaned. He was lying on the street corner, bruised and bleeding. The stallion looked like he'd been worked over with a crowbar.

“Idiot. It's me, Purple Haze.”

"Can't talk about it here," Pig Iron said, spitting out a clot of blood. "Help me up. We gotta get to El Toro. He's gonna want to know what happened."

"Why?" the violet pony asked, pulling him up. The bleeding didn't look too bad. It just seemed like he'd split his lip.

"I got worked over by Mare do Well. She said something. I gotta tell him in person. It ain't safe to stand out here and talk about it." Pig Iron took a step and winced, leaning dangerously. "I think she broke somethin' in my fetlock. You're gonna have to help me walk."

"As long as you promise not to throw up on me like last time I helped you get anywhere," Purple Haze muttered.

"Oh yeah. Last time," Pig Iron mumbled.

"Let me guess, you don't remember. You were so drunk you thought I was a mare! It wasn't cool, especially after you got frisky." Purple Haze shuddered at the thought.

"Just shut up about that and help me,” Pig Iron growled. “My head feels like it's coming apart. I can't even see straight. You just lead the way and hold me up.”

As the other pony grumbled and started down the block, Pig Iron smirked, his eye flashing green for a moment. Everything was going as planned.

***

"Hey, we got trouble!" Purple Haze yelled, half-dragging another pony up the ramp. Doctor Caballeron looked over from where he was sitting in front of a rough table covered in dirty glassware.

"What happened?" The stallion asked, putting down a flask. "Is he hurt?"

"You tell me. You're the doctor," Purple Haze said. Caballeron smirked at that. "I found Pig Iron here with the horseapples beaten out of him down at the corner he was watching."

"Hm. Who did this to you?" Caballeron asked, lifting the stallion's chin to look him in the eyes.

"Where's El Toro?" Pig Iron asked. "I need to tell him what happened."

"I am one of the Inner Circle! You can tell me as if I was El Toro himself!" Caballeron smirked and put a hoof to his chest, posing dramatically.

Purple Haze and Pig Iron looked at each other, with the same tired expression. It wasn't often that they had to deal with somepony playing middle management. The ones who were really bad at it usually ended up at the bottom of a hole after springing a leak thanks to crossbow bolts.

"Just sit down here while I go get some ice or somethin'. Luna knows we got enough of that with the freak in cold storage." Purple Haze helped Pig Iron sit and ran off. He'd gotten Pig Iron to the boat, and he didn't want to be in the way when the bad news got around.

"Do that," Caballeron said, waving a hoof. He stepped over to examine Pig Iron's injuries. "Hm. These don't seem too bad. A lot of bruising, but it looks like the blood is just from where you bit your lip."

"You wouldn't say that if you were sitting where I am," Pig Iron grumbled.

Doctor Caballeron rolled his eyes and turned back to his table of glassware. "If you couldn't handle a little beating I'm surprised you managed to get a reputation as a thug at all. Why, the thugs I used to hire were far more reliable. Of course, they were usually cultists for some forgotten deity."

"Hey Doc, can I ask you somethin'?"

"Of course. I am always happy to educate, though I rarely get the chance after the college kicked me out. 'It belongs in a museum' my hoof! If you don't want me selling artifacts then approve my grants!" Caballeron was working into a good rant when there was a burst of green light from behind him. He felt a chill go down his spine.

"I wanted to ask you..." The voice had changed. It was raspy, with a buzz to it. Caballeron spun around and found his snout less than an inch away from a masked face, staring into glowing, featureless eyes. "Where is he?! Where is El Toro?!"

"No! Get away!" Caballeron screamed, like a little girl. Or at least like a pastel horse in a show made for little girls.

"We could go on a trip together," Mare do Well suggested darkly. "You still stink like a timberwolf. Maybe we should go into the woods and we can see if Old Hickory still remembers you."

Caballeron paled at that. Instead of denying the accusation, he turned to grab a beaker from the table to throw it. When he spun around, Mare do Well was nowhere to be seen.

"Over here," she said, from his side. Before he could react, she'd grabbed the fire extinguisher he kept at the table and slammed it into his hoof, shattering the glass. Shards dug into his fetlock, and the steaming liquid splashed across his face and foreleg.

"No!" Caballeron screamed, falling to the floor in agony. Mare do Well watched him for a moment, then grabbed another beaker from the table and poured it over the wounds, the mixture hissing as the liquids reacted.

The pain faded.

"You're lucky you had the ammonia on hoof. Acid burns can be very painful. Of course, you were about to throw that in my face, weren't you?" Before Caballeron could answer, Mare do Well lifed him up by the collar.

"I don't know anything! Just let me go!" Caballeron didn't try to struggle. He had a keen sense that he'd get hurt if he tried.

"You don't know anything," Mare do Well repeated. She threw him down. "That's a big lie. You're one of Labyrinth's Inner Circle. You said so yourself."

"I was exaggerating!" Caballeron stood, backing away slowly. "I'm just a... a lackey. No, they're holding me hostage! I didn't mean to do anything."

"Like you didn't mean to sell stolen goods," Mare do Well growled. "Which started this whole mess to begin with!"

"You started this mess," Caballeron countered, quietly. "If you hadn't made an enemy of the other changelings, we'd be doing something where we'd turn a profit instead of this senseless mess that El Toro thinks we're honor-bound to follow to the end.”

"I think you love hearing the sound of your own voice," Mare do Well growled. She stepped closer, making the stallion back away.

“You don't want me! You want El Toro, right? Then you should know that there's something very important to him here. If you promise to let me go, I'll show you.”

“This had better be good, or...” Loopy trailed off. She had a feeling that after working with El Toro, what he'd imagine as a threat was worse than anything she'd come up with on the spot. Judging from how he reacted, she was right. The fear dripped from him like a cold sweat.

“Yes, yes,” he said, trying to appease her. “Right this way.” He walked, limping slightly on his burned hoof, towards a door in the bulkhead. He struggled with the wheel for a moment, releasing the airtight seal, and a smell like ozone and vinegar. Loopy couldn't help but shudder at the smell. There was an undertone to it, the metallic stench of old blood.

“What's in there?” Loopy asked, staying away from the door.

“The only thing El Toro really cares about,” Caballeron said. He gestured to the open portal.

“Mares first,” Loopy said, grabbing him by the fetlock and throwing him through the doorway, his hooves hitting the edge and making him stumble and fall. When he didn't immediately die, she followed carefully.

The smell was stronger inside. There were a number of odd shapes in the gloom, covered in dirty sheets and rags. Loopy lifted a sheet to look at what it covered, and found herself face to face with a statue. It was realistic, but badly damaged, like it had fallen and cracked, though the marks along the broken edges almost looked like they'd been made by teeth.

Doctor Caballeron groaned from where he'd fallen. Loopy ignored him and hit a hanging switch, turning on the overhead magical lights. There were more statues in the large hold, along with boxes and a lot of loose hay and packing material covering the steel floor. It looked like boxes had been dragged around, leaving long skid marks in random patterns that didn't make any obvious sense.

The centerpiece of the hold was a cage that loomed as large as a house. Loopy looked up. It had to have been lowered in with a crane – none of the doors were large enough to fit it except the huge hatch above.

Loopy slowly approached the corroded steel cage. It didn't fit with the rest of the ship. It was lashed down tightly, a tarp thrown over it to leave the interior in shadow. She grabbed the edge and pulled, the waterproof cloth coming free as the twine holding it down snapped. Her eyes widened as she saw what was within, backing up a step in alarm.

Inside the cage, a serpentine creature slowly uncoiled, eight small legs tipped with talons scrabbling at the steel floor as it moved. It was covered in black scales edged in an unhealthy color somewhere between lavender and green, and hissed as it lunged towards the changeling, the cage rattling despite the pitted chains holding it to the deck.

“Beautiful in its own way,” Caballeron said, proudly, though Loopy noted he was keeping his distance. “She is probably the largest basilisk in the world. El Toro calls her Bruja. Apparently she was the pet of a prison warden and used to keep prisoners in line. Or at least in a statue garden.”

The creature's eyes opened, glowing a baleful color with cold fire. Loopy suddenly understood what the statues were. What they had been. She hoped they couldn't feel anything, frozen in stone as they were.

“Thankfully, the rumors that a basilisk's gaze can turn one to stone are somewhat exaggerated,” Caballeron said. “The legends were confused with the cockatrice. For a basilisk, the true danger is the venom. One bite and it means almost instant death and petrification, and only in that order if you are quite lucky.”

He'd gotten behind Loopy while she was distracted. She realized it with a growing sense of alarm a moment too late, spinning just as he swung with the crowbar he'd grabbed. The edge caught her side, bending her wing spine painfully. She lunged forward and headbutted him, her horn catching his forehead and tearing open a deep gash. He staggered back as blood poured into his eyes.

“I was thinking of letting you off easy,” Loopy said, wincing as she flexed her bent wing. It would heal, but she wasn't going to fly for a little while. “I'm not in such a good mood anymore. You've been feeding it ponies,” Loopy said, disgusted. “At least changelings don't kill their prey.”

“You're underestimating me, just like El Toro.” Caballeron narrowed his eyes. “I'm not just some thug.”

“No, you're a thug who thinks he's smart.” Loopy circled around him as he growled.

“I'm smarter than you,” Caballeron muttered. “You see, unlike the others, I am quite experienced with having to make plans to defeat a flying annoyance with a big mouth and a bag of tricks.” He walked in a wide circle, keeping his eyes on Mare do Well.

“What are you going to do, bleed on me?” Loopy snorted.

“Oh, I don't have to do anything.” Caballeron stopped walking. Next to his back hoof was one of the chains securing the basilisk's cage to the deck. He kicked it, knocking out the securing pin, and the chain clattered free. The basilisk turned, sensing the change, and roared, the cage starting to come free from the deck when it lunged. With one chain down, the others weren't strong enough to hold, the corroded metal snapping.

“You idiot!” Loopy yelled, running to get away as the door to the cage swung open as the lock shattered. “That thing's a killing machine!”

“Hah! Unlike you, I'm perfectly safe.” Caballeron smirked as the basilisk stretched out to its full length. “I've been caring for Bruja for months and treating it like my own child.” He walked up to it and patted its side. It looked back at him.

“Funny you should say that,” Loopy said, watching it warily. “There are some basilisks in the badlands, and the thing is... they eat their parents.”

Caballeron blinked at that, looking up at the basilisk. Its baleful eyes narrowed, and it lunged at him, fangs sinking into his shoulder. A scream was cut short as his neck stiffened into stone, venom pouring through his veins. He fell to the floor a moment later, the stone crashing like thunder as it hit the steel. Miraculously he didn't shatter instantly.

Loopy ran for the still-open door. Just as she reached it, she heard the wind whistling behind her. The changeling ducked and rolled, the basilisk's long tail cracking like a whip over her head and slamming the door shut.

Loopy slowly turned around to face Bruja. “You're smarter than he was.” She met the things baleful gaze and could just feel the dark intelligence behind those eyes. It was laughing at her as it reared up on its four hind legs, its foremost talons clutching at the air greedily. It bared long fangs that could pierce dragonhide.

“I really hope I don't end up as modern art,” Loopy whispered.

Author's Notes:

It's been a while, hasn't it?
This chapter took a bit to write, especially since I wrote almost all of another story between chapters.
There is, however, a reason for this. You can consider this to be essentially the start of Season 2. The stakes are going to be higher, the villains are going to be deadlier, and Loopy is going to have to deal with the mistakes she's made so far in dealing with them.

Thanks to Artimae for looking things over, and you should read his Mare do Well story too: Cape and Cowl

Next Chapter: Loopy Fights Bruja, no holds barred. Of course, one wrong move and she's a lawn gnome (lawn changeling?).

Deadly Sting: Hanging by a Thread

The Badlands were a dangerous place. They were called such because nothing natural could grow there, leaving it a blasted desert contaminated with magic and dotted with glass spires and craters big enough to cradle cities. Some ponies quietly suggested that it had been created during the Lunar Rebellion, that Celestia and Nightmare Moon had fought some massive battle there and destroyed the land in the process. Scholars knew that it predated even the rise of Nightmare Moon, long enough in the past that it had fauna that existed nowhere else in Equestria, an ecology of predators from top to bottom, each with their own survival strategy in that land where nothing would grow.

Changelings, as an example, survived on love. With just a few captives, hundreds could be fed for months. They didn't really need other food, their digestive systems merely vestigial remnants of what they had been before, and when they did eat, they didn't get any real sustenance from it.

Basilisks were among the top predators in the badlands. They had a somewhat different strategy for survival, in that they could kill with a single efficient bite, and at the same time preserve the prey indefinitely as stone. Their instincts drove them to kill anything they saw, because it wouldn't go to waste, and only a basilisk could eat the petrified meat, keeping scavengers away.

Changelings and basilisks had often met, both seeking caves and other shelter from the harsh sun of the wastes. It never ended well for changelings, dozens dying just to lead them away from their hives. Even an experienced changeling warrior would have problems with an adult basilisk.

Loop D'Loop wasn't an experienced changeling warrior. She was a rogue with a bag of tricks and a giant hat. Bruja wasn't merely an adult basilisk. She was probably the largest in the world, well-fed and strong, and already angry from being stuck in a cage for so long.

In simple terms, Loopy had ten pounds of trouble in a five pound bag.

Bruja loomed over her, seeming to almost fill the hoofball-field sized room. Loopy had no idea how the monster had fit in that steel cage, despite it being as big as a house. The basilisk hissed and slowly started forward. Loopy could see it coiling, readying to strike. She didn't intend to give it a chance. Her cape flared up as she tossed smoke pellets down, the capsules breaking open as clouds of smoke billowed out around her.

Loopy ran to the door. The lock had closed automatically when the basilisk had hit the door with her tail. She scrambled to turn the locking wheel, trying to get it open. If she could get out, she could just leave the monster there and deal with it later. Or let it starve. She couldn't care less, as long as she wasn't being eaten.

The only warning was a hiss and a sudden sense of danger. Loopy threw herself to the side as Bruja lunged through the smoke, smashing into the door with the force of a freight train. The steel bent and twisted, the door wedging into the frame. Loopy cursed, hissing and clicking. She'd never get the hatch open now.

She scrambled to get away, vanishing into the smoke as Bruja shook her head and recovered from slamming face-first into thick steel. The smoke was a two-edged sword. She was well-hidden, but she couldn't see the enemy herself, and she was having problems sensing the basilisk. The beast was all instinct and reptilian cunning, making it almost impossible to sense.

“Maybe the smoke wasn't a great idea after all,” Loopy muttered. She jumped over a crate as it appeared out of the gloom. Seconds later she heard it shatter as the basilisk tracked her. Loopy felt terror give her strength as she started running faster. She couldn't hear it moving at all. Her hooves rapped with every step she took. The huge creature behind her was almost silent. Loopy was at a distinct disadvantage.

Loopy swallowed her fear. She had to get away. There was another way out of the room. There had to be. She glanced up, the smoke hanging near the ground still letting her see the ceiling of the hold, dominated by hanging lights and a huge hatch for cargo. Loopy's eyes widened. That was going to have to be her ticket out of here!

With a roar, the crates behind Loopy exploded into shrapnel, a chunk of stone in the shape of a pony's screaming face clipping her shoulder with enough force to make her stagger. She fell to the ground, instinctively rolling out of the way as the rest of that petrified pony slammed down where she had been with enough force to crush her like the big bug that she was. She glanced at it and got a bad idea, but even a bad idea was the best one she'd had so far.

***

Bruja hissed, the sound not quite loud enough for her prey to hear. She could taste her prey in the air, a delicacy she hadn't had in a long time. If she was a cat, she would have purred at the memory of crisp shells cracking under her fangs, releasing the juice within for a moment before hardening in place. And today, her favorite meal had come to her.

Bruja's tongue flicked out, following the trail, faint as it was through the thick smoke her prey had filled the air with. It was a trick she hadn't seen before, but it wasn't enough. She crept forwards, half-slithering and half walking on her eight stubby legs. Her eye caught movement in the haze, a dim image of a changeling crawling on top of a crate and preparing for an ambush. She felt her hunger growing. Prey that was willing to fight back had its own seasoning.

The basilisk waited a few moments to let her prey relax. Then Bruja struck with lightning speed towards the movement she'd sensed, her fangs closing on the moving form. Her eyes widened as she felt stone in her jaws.

“Gotcha!” Mare Do Well yelled. Bruja looked up, to where the masked mare was clinging to the ceiling like the insect she was. A trio of spheres dropped down, landing on Bruja's snout before exploding into light and sound, blindingly bright. Bruja roared, dropping the statue she'd been holding, the petrified pony breaking into pebbles on the steel deck.

***

All it took was a little illusion and a lot of luck. Loopy flew down to a tower of crates on the other side of the hold as the basilisk thrashed in rage, crushing a dozen more of its victims to powder. Loopy winced. There was a chance to bring them back from being turned to stone, but not if they were reduced to gravel in the process. While she hardly cared much about strangers who were probably frozen too long to even have a chance at rescue, Loopy had lived long enough as a pony that she knew she should feel guilt over it.

“It's probably mercy anyway,” Loopy muttered. She'd heard what it was like from changeling survivors. Frozen in place, trapped in darkness. The worst part was being unable to breathe, like drowning forever without being allowed to die. Too long, and even if the venom hadn't killed them, they'd be completely mad from the sensory deprivation and torture.

Loopy glanced down to where Caballeron was lying. He was an idiot, but she couldn't imagine that he'd be careless enough not to have the antivenin on hoof. It would be nearby, and clearly labeled so that even an idiot could locate it. Maybe if there was enough, she'd be able to save some of his victims.

She hopped down and carefully skirted around the basilisk, searching the walls. As she turned the corner, Bruja crashed out of the smoke and crates like a force of nature. Loopy hissed in surprise, having thought the basilisk was still farther away. The dazzled monster roared and grabbed for her, catching her cape as she tried to dodge and tossing her with a twist of its head. Loopy slammed into a pipe, her exoskeleton cracking.

The changeling coughed up a clot of ichor, stunned for a moment. It was too long. The basilisk grabbed her back leg, one of its fangs punching through her armored skin and into her tender flesh below.

“No!” Loopy screamed, kicking it in the snout with her other hoof to try and establish dominance. The basilisk let go. Loopy could feel her leg starting to change. It meant she had a chance. It had almost been a dry bite. It must have used almost all of its venom petrifying Caballeron. She focused, changing her leg back to normal, green fire rippling across her limb. She could feel the venom fighting back, constantly trying to spread from where she'd been bitten. She couldn't keep up constant shapeshifting for long, even to save her life.

Loopy flew up as the basilisk struck again, this time driving its snout deep into the wall, the metal bending and tearing, blooding the monster's nose.

“I need that antivenin before I turn into a permanent fixture around here!” Loopy cursed. More motivated now, she spotted something, an open crate stuffed with straw and corked bottles. She'd either found Caballeron's stash of booze or more of the alchemical supplies that had been in the other room. She flitted towards it, her stiff leg making her landing awkward, the changeling struggling to skid to a halt before she hit the crate with a shoulder.

“Ow,” Loopy groaned. She shook her leg instinctively, the limb somewhere between numb and burning with pain, only shock and the constant application of magic keeping it from overwhelming her. She grabbed the first bottle she saw.

“Dragon guano. Useless.” Next one. “Sulfur. Saltpetre... where is- aha!” She found it, in a bottle with a bright green label. It was very clearly labeled as Basilisk Antivenin, presumably so the idiot thugs running around could identify it in an emergency.

There was just one problem: there was only one dose. The only one who might know where there might be more was doing an audition for the Canterlot Statue Garden in the middle of the hold. If she took it, any hope of saving the other ponies was down the tubes, and so was whatever information Caballeron might have on El Toro.

Of course if she didn't take the cure, she'd have to pick a nice comfortable pose now, because she'd be stuck like that for a long time.

“Tsk. Guess I'll just have to do something stupid,” Loopy muttered. She popped the cork and poured half of the antidote onto her leg. She felt the squeeze of pain and pressure start to let up, and she cautiously held back some of the magic she was using to keep it from freezing into stone. Loopy was lucky. If the fight had happened a few days ago while she was drained of her stores of energy, she'd have been taken out in seconds.

Loopy stayed low and ran for Caballeron, pouring the rest over his body.

“Hope you're tougher than you look,” she muttered. The stone started to soften, slowly returning to flesh. It was risky. A normal pony like Caballeron might go into shock with such a small dose of antivenin. Or it might fail, leaving him part flesh, part stone, and very dead. Not that he didn't deserve it, Loopy just wanted to make sure she could get information out of him.

Brujah reared up, black blood dripping from her nostrils, looking over the boxes. Loopy looked up at her and ran, the basilisk ignoring the slowly-moving Caballeron in favor of chasing after her. That meant it was good and angry at her. It wasn't quite her plan, but it would do. Loopy had the beginnings of a plan forming in her mind. She'd considered throwing more statues at it, but she had something better to use.

Loopy spotted the crate of alchemical supplies, running into it in her haste, the sturdy wood cracking as she hit it. With a burst of green magic, she flung the lot of it into Bruja's maw, packing hay and all. The vials cracked as she bit down on reflex.

Now, what Loopy didn't know was that dragon guano, sulfur, saltpetre, basilisk venom, and hay all combined to make a potent explosive that left a volatile residue that would burn through flesh and bone. Bruja found it out the hard way, as her mouth erupted in pain, half of her fangs shattering as fire and acid blasted from her maw.

“That looked painful!” Loopy yelled, smirking under her mask. Bruja lashed her tail in pain, her face sizzling as scales crumpled like paper exposed to flame. Loopy grabbed a loop of strong rope she'd been carrying, flying up to the locks on the hatch overhead. There was no time to be fancy. She lifted her mask and spat, thick sticky goop securing one end of the line to the hatch. It'd harden in seconds on exposure to air. She took the other end of the line towards the blinded basilisk. Now for the dangerous part of her plan.

She flew in a loop around the creature's neck, turning her rope into a noose around the thrashing beast. As Bruja tossed her head, it pulled the knot tight, the line going taut. Loopy looked up, hoping the borrowed rope from Jetstream was going to be strong enough. She said it was giant spider silk, but Loopy wasn't sure how that compared to the strength of a raging basilisk.

Bruja roared, trying to get free of the noose but unable to reach it with her stubby legs. She strained at the end of the line, the lock above squealing as the metal tried to hold. There was a sharp crack as a bolt tore free, then a series of pops like a zipper unzipping, amplified a thousand times over as the rest of the rivets holding the lock in place gave way, sending shrapnel ricocheting around the hold. Loopy spun in midair as one tore through her wing, leaving a ragged hole in the membrane.

“Give me a break!” Loopy yelled. Then she saw the stone-filled crates she was falling towards. “Not literally! I take it back!” She flapped harder, wings buzzing. Ichor dripped from her injured wing as she slowed herself enough to hit the crate with all four hooves, latching into it instead of hurting herself.

Bruja snarled, dragging the rope, the remaining bits of the lock trailing her and obliterating any stealth she might have had. Loopy looked up. While unlocked, the doors were still stubbornly closed, and she wasn't strong enough to open them on her own.

Loopy waited for Bruja to get close before flitting away, the basilisk slamming its snout where she'd been perched on the crate a moment ago. Instead of trying to escape, she stood proudly on the wall, letting Bruja see her. The basilisk charged, slamming into the bulkhead as Loopy ducked away at the last moment, coming to a stop on the ceiling, hanging right where the two doors of the hatch met.

Bruja gathered herself and launched upwards at her, putting all of her force and speed into catching the changeling. The image of the changeling flickered as she grew near, revealing itself as just another illusion. She hit the roof, and instead of the solid wall the beast expected, the doors parted, her great strength letting her wedge it open.

The basilisk roared in confusion as she started to fall back down, getting caught between the doors and being trapped between them, her head stuck in the gap. She struggled to get free, but all of her weight was pulling her down and the doors closed around her neck.

“I can't believed that worked,” Loopy said, breathing heavily. The drain on her reserves of love was considerable. She'd never have managed it if it wasn't for her connection to her thrall. To Jetstream. It was going to be hard to let her go, once she figured out how exactly to do that. It wasn't like she could ask another changeling for tips.

Bruja lashed out, and the doors squealed. She had almost no leverage, but she was starting to get free. She was just too strong to be held like that forever, and just wriggling back and forth she'd eventually squirm out of the hold, and into the open. Loopy didn't want to think about how much damage she could do in the city. The ponies would never stop her from eating her fill, and she'd hunt the rest down for sport even once she was sated.

Loopy few for the gap in the doors, zipping out into the air and ignoring the pain in her wing. At least changeling wings healed quickly. The air outside was cool and fresh compared to the lizard stink in the hold, and she felt almost refreshed, though not being trapped in a room with a monster might have had something to do with it.

Loopy looked over the ship. It was a standard cargo carrier, one of the older ones that would still dock here in Liveryburg instead of going up the coast to Manehattan's newer docks. There were a few shipping containers on the deck, and a crane holding three long steel boxes that had been lashed together, swaying in the wind overhead.

Maybe her luck was turning around after all.

She ran for the crane's controls, breaking the lock on the cabin door. Thankfully, it had been designed such that even an idiot could work out how to get it moving. Loopy carefully guided the steel cases over Bruja, lifting them as high as they would go.

“I'd yell a really snappy one-liner right now about dropping in with a surprise if I thought you could understand me,” Loopy muttered. She slammed on the emergency release, and the cable let go, the boxes tipping and falling. Bruja's roar became a keening of pain as they slammed into the doors hard enough that the edge drew blood from her scales, the last crate to fall hitting her squarely on the head and ending her screaming. She collapsed in a twitching heap, eyes rolling.

“Hah!” Loopy yelled, stepping out of the control cab. “That's what happens when you mess around in my town!” She smiled under her mask, her fear fading away to be replaced with the rush of victory. She walked out onto the boom of the crane and looked down. Now that she had a few moments to think, the sea air blowing past her and cooling her down, she realized that the monster wasn't going to be out of it for long.

She reached into her saddlebags and took out a tube with a pull-cord dangling from one end. Holding it carefully, she lifted her mask and yanked the cord with her fangs, wincing as a flare shot up into the sky. Now she'd done her part and let the guards know where she was.

The changeling looked down as she waited for them to arrive. It would be easy to finish the basilisk. Easy was somewhat relative, of course. The point is, it would be easier than trying to kill it while it was conscious. She'd be doing everypony a favor.

Loopy flew down to it, landing off-balance and almost planting her face in the deck. She grabbed a crowbar from where it was lying on the deck and limped over. Even a basilisk would have a hard time surviving cold iron through the temple.

“Loop- I mean, Mare Do Well!” Jetstream yelled, crashing into her. The two rolled along the deck until they hit one of the fallen crates, Loopy's head spinning. Jet ended up on top, straddling the masked changeling.

“You're still supposed to be at the hospital!” Loopy hissed. Jet frowned.

“I couldn't just let you go out alone!” Jet shifted her weight from side to side. “And I could tell you got hurt.” She kept rocking on Loopy. It was getting uncomfortable, not least because changelings valued discretion over almost everything else, and what Jet was doing was definitely starting to verge on things that a pony should not do in public, especially not in enemy territory. Especially not with a basilisk nearby.

“Jetstream,” Loopy said, her tone commanding. “Up.” She stood like a puppet being pulled up by strings. It wasn't far from the truth. Loopy rolled over and stood.

“Sorry,” Jetstream muttered. Loopy sighed.

“It's fine. Just keep your distance. I don't know how long this monster is actually going to stay down and out.” Loopy tapped her hoof against the steel boxes. “I got her pretty good with these, but she's tougher than... than a really tough thing.”

“What's in these boxes, anyway?” Jet prodded one of them, the damaged lock reluctantly opening. Inside were a half-dozen spear-like objects, all of them secured with thick padding. They didn't look like weapons, too fragile and ornate for combat.

“I don't know what these are.” Loopy narrowed her eyes, running a hoof along its surface. The whole thing was metal, and looked like a helix of gold and silver, though the sheen wasn't quite correct. A glass sphere capped one end, filled with a flickering aurora of multicolored light. The other end was a two-pronged fork.

“Think it's magic?” Jet asked, poking one.

“It's glowing, made of strange materials, and covered in tiny carvings. Yes, Jetstream, I'd say there's a pretty good chance it's magic.”

Loopy heard screaming. She ran over to the side of the ship, leaving the mystery for later. What she saw brought a smile to her face, the guard surrounding the thugs trying to flee the ship and taking them out with the same kind of professionalism and skill that Loopy had managed to make a mockery of when she'd been fleeing their grasp.

Loopy flew down to greet them. Brass Shield nodded to her.

“I assume El Toro isn't here, since he hasn't tried to kill us yet for being here,” Brass said.

“No. But there's a basilisk that I could use a hoof wrestling back into her cage before she wakes up.” Loopy glanced up at the deck above. “And maybe an informant, if he isn't dead.”

***

“I wish I was dead,” Caballeron groaned. A lump was already forming on his head. “Did you have to hit me?! I can barely even move!”

“Mister Caballeron, if you want to be dead, that can easily be arranged,” Songbird said, checking his restraints again. “You're lucky I didn't break a few of your limbs after you tried to grope me.”

“It always works when Daring Do needs to escape,” Caballeron mumbled. “And I'm a Doctor!”

“Not since your degree was revoked. Please don't make this more difficult than it has to be, MISTER Caballeron.” Songbird slapped him again for good measure. She loved adding insult to injury, or injury to insult, in this case.

“Keep it down until I'm done,” Brass yelled back. A thin beam of magical heat streamed from his horn to the cage as he fused the door shut, Bruja tied down within.

“I wouldn't bother trying to get much out of him,” Loopy said. “He's clearly not important or else he wouldn't have been left here.”

“You have no idea how Labyrinth works,” Caballeron panted, wincing with pain. The half dose of antivenin had saved his life, but only barely. Parts of his body were still paralyzed, and it'd probably be days or weeks before he recovered.

“Sir!” Lieutenant Hardback yelled, running into the hold. “There's no sign of El Toro. But we found something you should see. Tin is looking at it now, but he could use another set of eyes. It could be bad.”

***

Songbird dragged Caballeron with her as they descended to the bottom deck of the ship. Along the way they passed one room almost entire filled with broken ice, ice picks and hammers lying around as if something had been dug up and then the remainder left in place and the tools abandoned. Another room was filled with silk sheets and a grid of iron bars, like some kind of obstacle course. Jetstream and Mare do Well wandered off to search more of the ship.

“Here it is,” Hardback said, opening the door. Tin Saucier looked back. He was sitting in front of a complex device the size of a wagon, mostly made of thick crystal reservoirs filled with bubbling reagents. A collection of brass and crystal joined them in the center. The rest of the room was packed with steel drums.

“The brass parts are minotaur-made,” Tin said. “These-” he tapped the reservoirs. “These could only have been made in the Crystal Empire. The arcane wiring and glyphs are a custom job. And these...” Tin tapped the side of one of the steel drums. From the sound, it was full of some kind of liquid. “I popped one open to take a look. These are all full of some kind of thickened rock oil.”

“It's a bomb,” Caballeron gasped, looking around. “Why is there a bomb here?!”

“A bomb?!” Songbird took a step back. Tin rubbed his chin and nodded.

“That would explain it,” Tin didn't seem worried. “It's a big one, too.”

“Can you disarm it?” Brass Shield asked.

“Well, it's a strange design,” Tin replied. “It's a lot different from the kind of thing you had me deal with back on the border with the goats. This isn't just a mine made with old mining gear and a pressure plate.”

“Tin, you and I both know you're the only one I've got on hand that knows anything about arcane mechanisms. If you don't feel confident, we can just evacuate the ship and keep away from it.”

“I didn't say that I couldn't do it,” Tin said, defensively. “I just said it's different. I'll need at least an hour or two to work on it.”

“Hey, I found something!” Jetstream yelled, from back in the hallway.

“You keep working on this,” Brass said. Tin nodded.

“Take a look,” Loopy said, as Brass walked into the next room. There was a note pinned to a dirty, circular table by a nasty-looking wave-bladed dagger. Brass trotted up to read it without touching either it or the knife.

To my worthy enemies,

Congratulations on finding this ship. While hardly the jewel of my empire, it was a useful, if obvious, base of operations. I expect that by now you've subdued my more useless employees, as you have time to read this.

No pony may enter or leave this city. If you give up the Mare do Well now, we will be willing to compromise and leave the rest of you alive. Please keep in mind that this offer will continue to be extended for as long as we are here. The sooner we have completed our task, the sooner we leave, and then things may prove to become more pleasant for everyone involved.

- El Toro

The note was signed with a complex glyph. As Brass read it, the glyph pulsed with red light. He heard Tin yell something, and felt his heart jump. There were certain things that could scare a guard, and hearing an explosives expert start to panic? That'd do it every single time.

“The bomb just activated!” Tin yelled. “There's no time. We need to get out of here, and now!”

“It's active?!” Brass yelled. Loopy's eyes went wide.

“Try to keep up, sir!” Tin Saucier yelled, galloping towards the ramp up to the deck. Brass looked back to Loopy and Jetstream.

“You heard him! You may not have to follow my orders but-” The two ran past him.

“The pony working on the bomb said to run! I get it!” Loopy yelled.

“I'm going to go up the ramp on the other side to make sure the rest of the guard gets out. Songbird, tell everyone up top to clear the deck!” Brass ran through a hatch towards the starboard side. Songbird flew past Loopy and Jet.

“Wait! I can't run!” Caballeron panted, trying to speed up, limping and dragging one of his hooves.

“Jet, you get out of here,” Loopy said. “I'll take care of him.” Loopy could feel Jet want to deny the request. She sent a pulse of will through the link they shared, and the pegasus jerked to attention and shot up at high speed, following Songbird. Loopy felt guilty about that. She knew it was wrong to abuse Jet like that. And it really was abuse. Making her a thrall was bad enough, even if it was an accident, but if she fell into the habit of giving her orders, she'd turn into a monster.

Well, more of a monster than she already was.

“Are you going to help or not?” Caballeron demanded. Loopy looked down the corridor. She could see the bomb, the reservoirs of alchemical reagents mixing and bubbling, the colors changing as they combined. It wouldn't be long now.

“I don't know,” Loopy said, honestly. “Just because I saved you once doesn't mean I'm going to bother doing it again. I could just leave you here right now and say I couldn't get you out in time. It's not like El Toro cares, either.”

“He-”

“He left you on a boat with a monster and a bomb. And you didn't even know about the bomb. He intended for me to find you, and to find the bomb, and probably expected me to kill you. And it'd make things easy, wouldn't it? Make sure you never troubled us again.”

“You wouldn't!” Loopy could sense that he believed her, and that he was very, very afraid.

“I have a condition, if you want to live through this. When we leave, you're working for me. Not El Toro, not yourself, and not the guards.”

“Yes! Fine!” Caballeron screamed. “Just get me out of here and I'll do anything you want! I'll polish your cape! Adjust your hat! Comb your damn mane every night! Anything!”

“Glad we could come to an agreement,” Loopy grinned, grabbing him in her hooves and bolting. He was heavy, but she was still drunk on love from Jet being so close. She was finding it difficult to hold back when she had that potent reserve of love to draw from through their link. She put down next to Brass as she spotted him galloping to safety.

“Is everypony out?” She asked. Brass nodded. They joined a group of guards taking shelter behind a shipping crate.

“What are you doing?” Tin yelled. “Keep going!” He was still moving. “It's gonna be big!”

“How big?” Loopy asked.

“Big!” Tin yelled. He stopped talking and kept running. Loopy looked at Brass.

“Move move move!” Brass screamed. The guards bolted after Tin. Loopy followed, dragging Caballeron. They moved another block down the road, taking cover behind a warehouse. Tin was there already, covering his ears with his hooves. Before Loopy could ask why, there was a flash and a wave of heat. A moment later, a wave of pressure shattered the windows of the warehouse, glass raining down around them.

Loopy felt something pressing her down into the dirt, and looked up to see Songbird standing over her, shielding her from the falling glass. She'd expected Jetstream, not the rude guardpony.

The pressure died down, and Loopy's ears were ringing, though they were recovering quickly. A changeling was more delicate than a pony in a lot of ways, but they healed a lot more quickly and easily. Songbird moved and helped her up.

“You okay?” Songbird yelled, obviously still having problems hearing. Loopy nodded. “Good! You don't get to die until you fix whatever it is you did to your friend!”

Loopy swallowed and nodded again. She had to admit she felt the same way. Songbird seemed satisfied. Then again, she could probably see how guilty the changeling felt about that, with her mutated eye.

Loopy walked to the edge of the warehouse and looked back towards the ship. A plume of black, greasy smoke rose up into the sky, the surface of the water burning thanks to the oil floating on it. She could just hear something at this distance, a wailing as the ship sank down into the cold waters, broken almost in half from the force of the blast, like a giant had stepped on it.

It was the basilisk, still alive, trapped in the hold as it filled with water. Loopy shivered. El Toro really didn't care about his people at all, or his pets. Whatever he was planning for Liveryburg next, it was going to be bad.

Very bad.

Author's Notes:

Yes, yes. Before you comment, antivenin is the correct medical term. I know antivenom is used more commonly in English. I just prefer to use antivenin here. More of a stylistic choice than anything else.

Next Chapter: Bad things happen to good ponies. Bad things happen to bad ponies. Generally speaking, bad things happen.

Cat’s Paw: Grave Situation

Liveryburg had seen better days. The docks were quarantined, the guards pouring over the sunken ship while Brass Shield tried to find a clue to point him towards El Toro. Even the search was fraught with danger. Basilisk venom had seeped out of the ship and started contaminating the water. The bottom of the river was studded with fish that had been turned to stone.

Loopy was watching the efforts from shore. She had absolutely no desire to jump in and help after her close call with the monster that had been on that ship. She fluttered her wings nervously. She wan’t entirely convinced that the thing was dead, and she couldn’t hide her concern even through her pegasus disguise.

“I’m amazed you aren’t a corpse yet,” Songbird said, exactly the kind of greeting that Loopy expected from the mare. She rolled her eyes and turned to face her.

“So am I. This isn’t exactly what I intended when I got involved with this mess.” Loopy stepped away from the edge of the pier. “So what, did you come here to tell me I should have handled it better?”

“Actually, you did a decent enough job,” Songbird admitted.

“I think that’s the nicest thing you’ve ever said to me,” Loopy muttered.

“So what did you expect?” Songbird asked. Loopy looked up at her, confused. “You said it wasn’t what you intended. What were you expecting?”

“I just wanted to soak up some love, you know?” Loopy shrugged. “Beat up a few muggers, make ponies like me, use the mask to stay anonymous. It should have been easy. I didn’t think half the town would get destroyed because of me.”

“You almost sound like you care,” Songbird said.

“Almost,” Loopy agreed. “I do like this town. I keep all my stuff here.”

“Brass wanted me to tell you he’s back in touch with Canterlot. They’ve cleared enough ponies that they can send us some support soon.”

“Great,” Loopy sighed. “That’s… that’s actually really good news. I was worried that they weren’t going to take this seriously.”

“We have one of the most wanted criminals in the world lurking around, and ponies are getting killed in the crossfire,” Songbird said. “Canterlot can’t ignore this like they do in Manehattan.”

“Manehattan?” Loopy raised an eyebrow.

“El Toro isn’t the only criminal mastermind in Equestria,” Songbird shrugged. “Most of the others tend to work through corruption and blackmail, though. This kind of brutality is insane. He couldn’t possibly expect to keep going like this and avoid attention.”

“Yeah, well, we’re no closer to finding him,” Loopy said. “I’m just a bug in a costume, not the world’s greatest detective.”

“Well we shouldn’t need you at all once our backup arrives,” Songbird smirked. “You can just sit back and watch professionals at work.”

---

Loopy limped as she walked through the hallway towards Jetstream’s apartment. She felt drained. Staving off the basilisk venom had taken a lot of her stored love, and changelings really weren’t supposed to completely expend themselves again and again like she’d been doing.

“I could really use a few days off to just cuddle and… figure out how to fix this thrall thing,” Loopy muttered, stopping to lean against the wall.

It probably wasn’t that bad. Jet seemed happy about it. Sure, maybe by some standards her judgement was compromised. A lot of standards, actually. The kinds that most ponies would have.

“I really am the worst changeling,” Loopy groaned. She pushed herself off of the wall. “As soon as this thing is over I’m going on vacation somewhere quiet. Somewhere with no monsters, no criminals, and no princesses.”

She got to the door and immediately quieted. Something was wrong. The door wasn’t quite closed, just barely cracked open. Loopy glanced back down the hallway. There were three other apartments on this floor. Plenty of room for a bunch of ponies to hide and wait for an ambush.

Loopy dropped her disguise, letting her senses expand over the whole floor. She could feel bored ponies. Sleeping ponies. But no ponies with the anxious energy of somepony lying in wait to strike.

More importantly, she didn’t feel Jet either. The pegasus should have been easy to pick out, even if she wasn’t a thrall.

Loopy quietly opened the door, slipping inside and leaving it open behind her as a way out. Sensing emotions was good, but it wouldn’t let her find a bomb. That thought made her start to sweat. She definitely couldn’t disarm a bomb. That took training and skill, two things she was sorely lacking.

The kitchen table was overturned. Plates were broken. Loopy slipped through the shadows, trying to remain silent. The important thing was, there was no blood, no stench of death. If something had happened to Jet, it hadn’t been fatal.

Not here, at least.

If Jet wasn’t dead, it wouldn’t be too hard to find her. It was difficult to carry a struggling pony anywhere and remain undetected - Loopy knew that from hard experience as an infiltrator. Still, that amount of effort also meant that Jet was probably still alive. Loopy hadn’t been gone that long, so she just had to find her. She turned to the door, intending to search the hallway.

A throwing knife pinned a sheet of paper to the wood. Loopy grabbed it with her magic, sniffing the paper before reading it. It didn’t smell like poison, not that many pony poisons would even work on a changeling. It didn’t feel enchanted, either, though she had to admit that her skill at detecting such things wasn’t nearly equal to a unicorn’s.

‘I’ve kidnapped your food source lover pony.
If you want to get her back, meet me, alone.
Do not inform the guards. Do not bring anyone with you.
-R’

Loopy crumpled the paper. So much for getting any real rest.

---

Changelings were natural predators. From the moment they were born, even the most common drone had to learn how to hunt, fight, and survive. There were too many dangers around the hive for anything else, and for those who weren’t in favor, there were just as many dangers inside the hive.

Loopy had never had to learn how to find a thrall. It wasn’t exactly something they covered in her training. Not that there had really been a lot of training, now that she looked back at it. It made sense. She had been unproven and disposable, and after those first few botched missions, they hadn’t even cared to look for her when she went rogue.

She was a quick study, though. Jet’s love was sweet, like a trail hanging in the air, and with her link as a thrall, Loopy could sense it from almost any distance.

The changeling had avoided the guards entirely. Even casually crossing their path might be dangerous, forcing her to use the rooftops, hiding when pegasai crossed overhead. Her mask hid the frown on her face. If they couldn’t even find her, they’d never find El Toro. She wasn’t even using magic to hide - she was just staying in cover.

“I really hope I don’t have to find that guy myself,” Loopy muttered. She buzzed across an alleyway, and the feeling suddenly doubled in intensity. The changeling stopped, freezing in place. It was like walking through a curtain.

Loopy looked around. There was no obvious spellwork. So that meant…

“We must be close enough for the thrall bond to be working!” Loopy grinned. This close, the vague emotional trail was more like a beacon burning in her mind’s eye, with almost the same strength and texture of another changeling’s active empathic sense. She followed it for a few blocks until she got to the burned out-remnants of a store.

“I’ve been here before…” Loopy muttered, circling the building. “Where have I seen it…” She froze. The throwing knife. It was the same kind the griffon had used. And this was where she’d fought her before, when she’d firebombed the city.

“So you came,” said a voice behind her. Loopy rolled to the side, throwing herself out of the way of… nothing. No thrown knives, no deadly attack. The griffon she’d fought before was barely visible in the darkness of a covered roost, everything around her blackened with soot.

She slinked out of the shadows, circling to keep a safe distance from the changeling.

“So what’s it going to be?” Loopy asked. “A stupid fight to the death? Some kind of deathtrap?”

“I wanted to talk,” the griffon said. Loopy could taste nervousness from her. It wasn’t an emotion she expected to feel from the predator. “This seemed like a good way to get your attention.”

“Well, you’ve got it,” Loopy said. “Where’s Jet?”

“Your pet is in the shop.” The griffon pointed towards the burned-out storefront with a talon. “She isn’t hurt. And she won’t be, as long as you didn’t bring any of those annoying ponies with you.”

“I came alone.” Loopy was tempted to go right for Jet, but the griffon was faster in the air than she was. Over a short race like that, it’d be even odds at best.

“I can tell. You’re not stupid.” The griffon scratched at the roof. “You know what happened with Caballeron?”

“Yeah, I had a front-row seat,” Loopy said. “He got bitten by a basilisk. If he hadn’t been practically on top of the antidote, he’d be dead already.”

“That was just him being stupid,” the griffon snorted. “I meant what happened after that.”

“The bomb.”

The griffon nodded. “The bomb. El Toro was willing to get rid of him and sink the whole ship just to get rid of you. Caballeron is as good as dead, that changeling agent is dead, Fimbulwinter is missing, and El Toro hasn’t said a damn thing about any of it!” The griffon stomped on the roof in frustration.

“Well that’s what happens when you lose,” Loopy said. “There are consequences.”

“That’s not the point!” The griffon snapped. “We’re supposed to be a team! El Toro saved us from that awful prison and I’ve been his right-hand bird ever since then! Do you know how much we’ve spent on this? And I don’t mean bits! I mean capital! Practically our whole operation here is bucked!”

“My heart bleeds for you,” Loopy muttered.

“Look, what I’m trying to say is, I don’t want to fight you.” The griffon paced around. “I know when to cut my losses and run.”

“For someone who doesn’t want a fight, you’ve done a really good job at pissing me off,” Loopy noted.

“I don’t want to talk to prey!” The griffon snapped. “They don’t get things done! They’d arrest me and throw me in a cell and then El Toro would just kill all of us! I needed to talk to you alone so we could figure out a way to stop him from doing that.”

“There’s no we.” Loopy held her ground, not backing off at the griffon’s ranting.

“But there could be!” The griffon smiled. “We could take out El Toro, you can be a big hero, and I’ll skip town and never show up here again. Tartarus, I’ll leave Equestria entirely. I hate this country.”

“You could leave town whenever you wanted,” Loopy pointed out.

“No, I can’t,” the griffon’s expression fell. “If I leave and he’s still around, he’ll track me down and crush me. I can’t win in a fight against him, not alone.”

Loopy watched the griffon closely. She was telling the truth, and more than that, she was scared.

“How many ponies did you kill?” Loopy asked.

“Does it matter?” The griffon glared. “That was then, this is now! I’m offering you better help than you’ll get from those useless royal guards, and we won’t have to worry about their stupid laws and rules. We can take El Toro out permanently, and neither of us will have a death sentence hanging over us!”

Did it matter? Loopy hesitated. Part of her wanted to say that it absolutely didn’t matter. The only thing that counted was the result. If El Toro was gone, then she could go back to her quiet life and maybe even take a break from being the Mare Do Well. No more worrying about assassins in the dark, and even the guards would leave her alone.

On the other hoof, was she really going to work with a killer and go behind everypony’s back just to save her own flank? She started pacing as she thought, her path taking her to the edge of the roof. Beyond it, she could see where the town had seen the worst damage. Entire blocks burned to rubble, then flash-frozen.

Ponies had lost everything because of her, because El Toro was after her. The longer their little war kept going, the more ponies would get hurt because of it. Maybe the griffon had caused some of that, but she could help bring it to an end, quickly. And wasn’t that something ponies liked, turning an enemy into a friend?

“Fine,” Loopy said, eventually. “We’ll do it. Let’s kill El Toro.”

---

Songbird knocked again. Brass Shield hadn’t answered in over a minute. She was starting to get worried. She pushed the door open and looked inside. Brass was sitting behind the desk they’d appropriated from the harbormaster and was rearranging paperwork on his desk, as if putting the reports in a different order would make them reveal some hidden truth.

“Sir?” Songbird tried. He didn’t look up. “Captain Shield!” She said, a little louder. Brass finally looked up, his concentration broken.

“Lieutenant, I’m sorry. I didn’t hear you come in.” He cleared a little room on his desk, symbolically making a place for whatever business she’d brought with her.

“You wanted progress reports, sir,” Songbird said. “The diving team went over the wreck. There were at least three dozen petrified ponies in the hold. They’re all too far gone to revive safely.”

Brass sighed, rubbing his snout. “That’s awful.”

“Yes, sir,” Songbird agreed. “The good news is that we’ll be able to close some missing ponies cases. The bad news is that we’re not going to be making any families very happy with the result.”

“Closure is better than nothing,” Brass sighed. “It’s just… good to know.”

“Yes, sir. Should we leave the remains in place?”

“For now,” Brass nodded. “The Engineering Corps is going to be sending ponies to help with the damage to the town. They’ll have the equipment to retrieve the remains safely. We’ll have them transported to Canterlot for identification, and there’s a chance one of the princesses will be able to do something for them.”

“That’s a bit of a long shot, sir,” Songbird said.

“If we’re able to revive even one of those ponies, it’s worth the effort,” Brass said. “Is there anything else to report?”

“There’s no sign of the basilisk. Since it would be pretty hard to miss, we’re assuming it escaped, probably downriver.”

“If SECT was still active, they’d be the ones to hunt it,” Brass sighed. “Makes me wish Celestia never disbanded her secret little team of monster hunters.”

“SECT?” Songbird asked, confused.

“Above your clearance level, and in the past. Forget I mentioned it.” Brass waved a hoof. Now Songbird was really worried. He only let secret information drop when he was distracted and thinking about something else.

“What are you working on?” Songbird tilted her head to the side to make it easier to read some of the reports littering his desk.

“I’m trying to anticipate Labyrinth’s next move,” Brass explained. “They’ve been escalating their attacks, but at the same time, they’ve been using up what resources they have. Even if he’s doing this out of spite or some kind of sense of duty, El Toro’s options are being limited more and more.”

“Are you sure about that?” Songbird asked. “I mean, he had a basilisk in his back pocket.”

“I’m sure he still has some surprises,” Brass agreed. “But think about it - most of his operatives are in prison. His base of operations is at the bottom of the river. He’s already had to show up himself just to take care of a problem.”

“He’s done that before, though,” Songbird said. “I read his file. He goes after symbolic and high-value targets himself.”

“To remind ponies that he can do what he wants and we can’t stop him,” Brass said, nodding.

“And more than that, he has outside help. Like that changeling.” She shivered.

“A single, highly-placed changeling who had to blow his cover. I’ve gotten some reports on the side. All unofficial, of course. More than a few other officers have vanished from their posts, right at the same time the princess ordered all Guard members scanned for changeling magic.”

“So it also ruined whatever they were planning,” Songbird surmised.

“Or their plans aren’t relevant,” Brass offered. “But for what goal? Killing the Mare do Well and maybe a few guards? Why go to all this trouble?”

“I don’t know,” Songbird said. “But there’s nothing more dangerous than someone who’s not only willing to burn the bridges behind them, but the ones they’re standing on, too.”

---

“This is the place?” Loopy asked. It didn’t look like much. A mansion on the edge of town, far from her usual patrol routes. This one had been abandoned for some time, judging by the state of the overgrown garden they were hiding in.

“Yeah,” Ravenheart said. “It used to belong to the Fragaria family. They ran drugs through Manehattan and San Palomino before El Toro took over. They were smart and decided it was time to get out of the business.”

“So what, he took their house?” Loopy frowned, though it wasn’t visible through her mask.

“They didn’t want to be in the same town as El Toro. Not after the example he made of the patriarch's eldest son.” She smiled. “Those were the days. Taking over weak little pony families, conquering the underworld. Equestria is so soft it was easy pickings, you know?”

“...I know,” Loopy said.

“Of course you do. It’s why you changelings came here in the first place, right? The ponies are so open and trusting and stupid that you can do almost anything and get away with it. Just look at you - a whole life spent preying on them and all it took was playing the hero for a little while and even the Royal Guard sees you as one of the herd.”

Loopy didn’t let her expression show how much that summary bothered her.

“Now here’s the plan,” Ravenheart said, getting down to business. “El Toro doesn’t have a lot of guys left. We lost most of them when he decided to sink our boat, and they’re pretty irrelevant as long as there aren’t an entire army of them.”

Loopy nodded.

“El Toro is probably going to be in the basement. He knows you can fly, so it’s safer than the upper levels, and he can control all of the entrances and exits. He always liked having control like that.”

“We could just burn down the mansion around him,” Loopy offered.

“I’d love to, if I thought it’d actually stop him.” Ravenheart tapped a talon against the ground. “He’s survived worse than that before, and if we try to kill him and fail, it’s gonna be bad. Real bad.”

“So what? We have to go in after him?”

“That’s how being an assassin works,” Ravenheart said. “And don’t mistake this for something else. We’re going to go in there and murder El Toro, ideally without a fight. We’re not here to capture him or chat with him or anything else. We’re going to slit his throat and watch him bleed out.”

Loopy was silent.

“Don’t tell me you’re getting cold hooves? Or… bug hooves? Claws? What do changelings have?”

“Hooves is fine,” Loopy said absently. “I just... “

“Never went in with the intent to kill someone?” Ravenheart asked. “Well, that might work against burglars, but if you want this town to be safe, El Toro has to die. He’ll just come right back and strangle every pony here with his bare hands if you leave him alive.”

“I know!” Loopy snapped. “I don’t have to like it!”

“Just don’t bug out on me,” Ravenheart said. Loopy frowned at the vaguely racist comment. “We’re gonna go in through the top floor.”

“But you said he’d be in the basement,” Loopy pointed out.

“And if we go straight there, we’ll be trapped with El Toro in front of us and whatever thugs he has on hand behind us. Even if they’re not a threat, they’ll block off our retreat.” She pointed at the roof. “We’re going to sweep from the top down, kill everypony we find as quietly as possible.”

“And then deal with El Toro,” Loopy said. The griffon nodded.

---

The top floors of the mansion were empty.

Well, that’s not entirely accurate. Loopy found that they were far from empty, just void of any recent activity from ponies. There were rooms of mouldering furniture, paintings of the former occupants staring over the dusty rooms like ghosts. Some of them probably were ghosts, given what Ravenheart had implied about El Toro’s takeover.

Loopy clung to the walls and high ceiling as she moved. Ponies didn’t usually look up, and she was far enough from the floor to put her out of casual view except in the longest hallways of the manor. She had hoped it would give her better than even odds at catching any ponies in the place unaware, but she couldn’t even sense them.

No, more than that, she couldn’t sense anything. She felt half-blind, every shadow a potential threat. It hadn’t been a sudden halt, it had been more like reading a book in a room with only the sun for a light, everything going dark bit by bit until the words on the page in front of you were impossible to make out.

It wasn’t the kind of thing ponies knew how to do.

Loopy dropped to the ground at the head of a staircase down to the first floor. Ravenheart appeared out of the shadows, silent enough to surprise her.

“Anything?” Loopy whispered.

Ravenheart shook her head. She looked concerned.

“Trap?” Loopy asked.

“Can’t be,” Ravenheart muttered. She gestured for Loopy to follow her. “I didn’t tell anyone, and we came straight here after we let your stupid little pet go.”

“She’s not stupid,” Loopy protested.

“She’s a pony who thinks she’s in love with a changeling,” Ravenheart retorted. Loopy didn’t have an answer to that. All she’d done was get Jetstream hurt, after all. She was a terrible marefriend.

Ravenheart stalked down the stairs, her head turning, appropriately, like a bird’s, quickly snapping from one side to another to keep the doors on both sides of the main foyer in view. Loopy was more cautious. With her senses dulled, a dull chill of fear rolled over her. Her own sight and hearing weren’t as sharp as a pony’s, and she knew it.

“What is it?” Ravenheart whispered.

“Something’s blocking my empathy,” Loopy hissed. “I can’t tell if there’s anyone here.”

“El Toro got a bunch of changeling junk from the client,” Ravenheart mumbled. “Maybe something they gave him to keep you away.”

“There are supposedly a few things,” Loopy said, nodding slowly. “But none of them are very pleasant or common.”

“I don’t think anyone is here,” Ravenheart said, finally, after a few moments of quiet contemplation.

“Not even El Toro?” Loopy asked.

“He couldn’t have gone anywhere. I’d have seen him. He’s not exactly subtle.” Ravenheart tapped a talon against the floor. “He must have sent the rest of the local thugs to set something up. He’s always got a plan.”

“You go first,” Loopy said. “I don’t trust you.”

---

The basement was larger than the house would suggest, which was surprising since the house itself was the kind that implied a large, old basement with a wine cellar and storage rooms and maybe even a small dungeon and some servant’s quarters - which depending on the family were occasionally the same thing.

Of course, the Fragaria family wasn’t the usual type of old money that would have a basement like that. They were crime lords, and crime lords had a very different idea of what a basement needed to be really fully furnished. There were secret rooms to hold crates full of drugs, a hidden vault that could have resisted the attempts of Celestia herself to break in, and a little room in the back with a very clean tile floor with a drain in the middle and a single, well-used chair with quite secure restraints.

With all of the enhancements they made, the basement was considerably larger than the floor of the manor above it, though much of the extra room could be hidden as needed just in case some over-zealous guard decided to search the premises (which would have meant the end of his career and often his life).

Ravenheart spotted the light under the door at the far end of the hallway. Behind the door was one of the larger rooms in the basement, which had been used for packaging and shipping before the family had moved their operation to the docks. It was almost big enough to be a warehouse of its own.

She turned to alert the Mare do Well, and found herself facing an empty hallway. No, that wasn’t quite it. Not empty. There was a cardboard box, a few loose pieces of timber, a moving shape in the darkness. Nothing important.

It wasn’t until the shape moved past her that she realized what she was thinking, shivering. She didn’t like ponies, she didn’t like magic, and changelings were annoyingly magic ponies with the worst type of skills of all - getting into your head and making you think and feel things.

The spell broke, and the Mare do Well stopped at the door, looking back at Ravenheart for confirmation. She nodded, and the masked mare motioned for her to go first, climbing silently up the wall to stand on the ceiling above the doorway, somehow holding her cape tight against her body to keep it from dangling below her.

Ravenheart opened the door, the flood of light making her blink in annoyance.

“Good of you to come.” The voice boomed from around her, the size of the room making it echo. It would have been hard to place, except that the speaker was obvious. El Toro stood in the center of the room, hands clasped behind his back. He was far taller than the crates scattered around the room, and was looking up to where Ravenheart stood on the landing above him, the main floor of the large room being ten paces below her at the end of a set of metal stairs.

“I was starting to think you ditched town,” Ravenheart said, trying to stay casual. “I was thinking I’d have to find the Mare do Well myself.”

“No, no,” El Toro said. “You know I can’t leave while there’s unfinished business.” He seemed off, somehow. A slight hesitation in his words that didn’t fit with how he usually spoke.

“So what’s the plan?” Ravenheart asked. She padded down the stairs slowly. “I get nervous when you don’t tell me you’ve got something going on.”

“Ah yes, my plan.” El Toro’s expression was impossible to read through his mask. Was he angry? Bored? Suspicious?

“Come on, boss. Tell me.” She circled around one of the crates, trying to distract his attention away from the door. Mare do Well’s tricks might work a little bit on her, but she wasn’t so sure they’d even begin to work on the minotaur’s iron will.

The door closed up on the landing. El Toro didn’t visibly react to the noise. Ravenheart was just barely aware of a shadow moving along the wall. She forced herself not to glance towards it.

“Well, I do have one thing planned,” El Toro admitted, sounding amused. Ravenheart shuddered as something passed through her like an invisible wave. She’d only felt it once before. “Do you know what two qualities I care most about in my subordinates?”

“Loyalty and strength,” Ravenheart said, starting to get very worried indeed.

“Indeed. Since you lack the former, you will have to prove you have the latter.” El Toro gestured towards the wall. “Kill the Mare Do Well, and I’ll be willing to forgive your little… slip.”

“Or maybe instead, I’ll just kill you!” Ravenheart roared, jumping at El Toro. It was a textbook surprise attack. Ravenheart was certainly strong enough to hurt a minotaur, and her talons were razor-edged. El Toro was totally open, not even trying to defend himself as the griffon jumped him.

It would have been a perfect, textbook attack, if El Toro had been there.

When Ravenheart hit El Toro, the minotaur shattered like glass. Or, really, like a simulacrum made of ice and snow. It fell to the ground, quickly melting into a puddle of filthy water.

“W-what?!” Ravenheart gasped.

“Our White Witch has a surprising number of talents,” El Toro said, the sound coming from all around them now. “And she hasn’t attempted to betray me. Two things to her benefit. You are, at least, clever enough to have brought help.”

The Mare Do Well dropped down next to Ravenheart, looking up. The griffon followed her gaze. Ice had coated the upper half of the room with a slippery glaze.

“The door is quite securely sealed,” El Toro continued, as the Mare do Well ran to it, trying to pull it open. The knob broke off in her hooves, and as she stepped away, the frame filled with ice. “Miss Fimbulwinter has arranged for the room to become significantly less comfortable. She says it will kill you within fifteen minutes, though as she does tend to overdo things, I would say you only have perhaps half that time.”

“Let me out!” Ravenheart yelled. “Face me like a real warrior!”

“My dear, one thing you have never quite understood about our business is that we are not warriors. Assassins may have honor but an efficient thief does not. If you kill your new friend, the room will stop being colder and you will be free to go.”

Ravenheart looked at Mare do Well. The masked changeling took a step back.

“Don’t listen to him,” Mare do Well warned. “We need to work together-”

Ravenheart roared and lunged.

Author's Notes:

It has certainly been a while since I updated this.

I'm working to get all of my older stories updated, though with my bad habits I'll probably have another five stories half-written by then.

Will Loopy fight to the death against her foe? Will she freeze to death in the underground icebox? Just why is El Toro so willing to throw away all of his profits? Find out next time on Dragon Ba- on The Dark Mare!

Cat's Paw: Moderation

Loopy was pretty sure she had the worst luck in the world. Just a few hours ago, she’d been hoping she could get out of the whole Mare Do Well mess and live a quiet life for a while, even if it meant losing what fame and love she’d been getting from her fans. There wasn’t much point in gathering all the love if she was likely to end up dead, after all, and there were so very many things that could kill her.

For example, a really angry griffon, much like the one jumping at her with talons bared. That was something that could kill a changeling pretty easily.

Loopy had one big advantage - she really, really didn’t want to die today. She rolled to the side and threw a smoke bomb into the griffon’s face, the predator snapping at it with her beak instinctively. The pellet exploded, and Ravenheart collapsed, coughing and spitting at the foul taste, unable to catch her breath with the concentrated alchemical gunk in her mouth.

"Thank you, Flim-Flam Industries." Loopy bolted for the other side of the room, her breath becoming visible in front of her as the temperature dropped. There was the other problem. The room was already cold and it was going to get worse. Ice had already formed on the ceiling.

“Okay, Loopy, you’re a smart mare,” Loopy muttered to herself, in the only intelligent conversation she’d had all day. “If you were a crazy minotaur, where would you put something that can block empathic senses?”

Before she could figure out an answer to that, she heard Ravenheart starting to recover. She decided to try reasoning with her.

“We need to figure out how to get out of here!” Loopy yelled, still keeping away. “If we fight each other we’ll just both end up dead and frozen!”

“Not if I kill you first! El Toro will let me live!” The griffon flew up, over the crates, to dive at Loopy with the advantage of height. Loopy ducked down, the griffon narrowly missing.

“He’s not going to spare you,” Loopy said. “You know that as well as I do.”

“It’s my only chance,” Ravenheart countered. “Besides, it’ll be easier to kill you than El Toro. Maybe it was always meant to be like this.” She grabbed a knife from her combat webbing and threw it at Mare do Well. The blackened blade stopped in midair, held in a green aura.

“I’m not as weak as when we fought last,” Loopy said. “I was pretty exhausted, but after that mess in the hospital I’ve felt like a brand new changeling.”

“And you don’t have your friend with you,” Ravenheart pointed out. “You can’t run, I’ve seen your tricks, and you know I’m stronger than some stupid bug.” She spread her wings and charged, rearing up to strike with her talons.

Loopy stood her ground, moving with surprising swiftness to grab her wrists. With the little pickup she’d had from Jetstream’s love, she could match the predator’s strength.

“Stronger than a bug, huh?” Loopy asked, before firing a blast at Ravenheart at point blank range. The bolt of green psychic energy hit her left wing, and she screeched as it seared her nerves, the muscles spasming before her whole wing went limp.

“What in Tartarus was that?” Ravenheart hissed, backing away and trying to regain control of her limb.

“You need to learn more about changelings,” Loopy said. “Last time we fought I couldn’t even go all out. I was still trying to hide what I was.” She started circling the distracted griffon, reversing their roles.

“But last time we fought, you were able to sense my feelings. That’s how you evaded my attacks,” Ravenheart said, her voice slowly lowering to a purr. “This time you don’t have that advantage, and you still move like an amateur. Unlike you, I’m a trained killer.”

The griffon flipped her functioning wing forward, and darts flew out from where they’d been concealed among the feathers, short blades with feathered ends that matched her wings so exactly that they had to be made from her own dropped pinions.

Loopy hissed in pain as two of the darts hit her, one scraping along her cheek and the other finding a weak point in her chitin at the shoulder joint and sinking into her flesh. Loopy tore it free quickly, wincing at the ache as she took a step.

“One limb down for each of us,” Ravenheart said. She reared up and jumped at Mare do Well again. “This time it’ll be your head!”

Loopy was happy to oblige her. She took a half-step forwards, getting inside the griffon’s reach instead of shying away, the overextended attack going wide and leaving Ravenheart totally open. Loopy’s head smashed into her chin, catching her right under the beak. Unfortunately for Ravenheart, carrying her skull on the outside of her head made Loopy’s headbutt hit like a kick from a steel-shod hoof.

The griffon squarked and rolled away, clutching her beak.

“You cracked my bucking beak!” She hissed in pain, blood running down her chin.

“Don’t worry, I’m sure the guard can patch that up once you’re in prison,” Mare do Well said. “It’s not going to be the last thing I crack if you don’t wise up. We need to focus on escape, not trying to murder each other!”

“That’s all ponies ever do,” Ravenheart growled, as she rolled back to her feet. “They want to escape and run and avoid danger. We can’t avoid it now! We have to fight and I have to win!”

Loopy ducked behind a crate, turning and bucking it. The crate shot into Ravenheart, the griffon smashing it aside just in time for a burst of light from a flashbomb to go off in front of her.

Ravenheart tried to fly up, but her still-spasming wing didn’t respond, and she was left helpless for a moment before four hooves crashed into her back, the weight of the changeling driving her into the floor.

“Give it up,” Loopy said. “If you aren’t going to help, just stay down like a good bird.” She tugged a length of silk rope from her pack, thankful that Jetstream had gone to the expense of getting the good stuff. Twice as strong and half the weight of the hemp rope she’d used before.

“I’m not a good bird,” Ravenheart growled, rolling over. Loopy jumped from her back, but couldn’t stick the landing, the floor growing slick as ice started forming on the concrete. She fell on her face, and a talon slammed down right next to her, missing her head by less than a hoof-width.

Loopy focused for another blast of magic, but the griffon smacked her with the back of her talon hard enough to disrupt her concentration and send her hat flying.

“You aren’t nearly as chatty when you’re not in control,” Ravenheart spat. She pinned Loopy with one talon, the tips digging into her carapace. She raised the other talon, the edges of her honed claws gleaming in the light.

“That’s because you only listen to reason when you’re backed into a corner!” Loopy struggled to get the words out, trying to free herself before the deadly claw could strike down. She could feel her cape starting to stick to the floor as rime and frost tried to freeze it in place. Loopy couldn’t reach most of her tricks in the awkward position, but with the griffon right on top of her, she could reach something else.

The talon struck down, and Ravenheart screamed in pain as she drove it right onto the point of a blade, the Mare do Well holding one of the small knives the griffon had carried, grabbed from where it had hung on her gear. Ravenheart hopped backwards, claws scraping against the ice to give her traction. The blade had gone right through her talon and out the other side, blood already pouring from the wound.

Loopy tossed the knife aside, getting up carefully. She couldn’t keep a steady grip on the ice that was forming on the floor if she moved too quickly, especially with her shoulder already messed up.

“Pretty soon you won’t even be in good enough shape to escape, and you’ll have wasted all the time we have to find the exit,” Loopy said, still trying to reason with her. “If you want to fight to the death, you can do it on your own time.”

“We can’t escape!” Ravenheart hissed, holding her wound. “He’s too careful to leave an exit!”

“He’s too careful, but he keeps making mistakes,” Loopy said. “You told me yourself - El Toro has been acting strange ever since he got this job. If he’s not thinking right, there’s a way out of this. We just need to stop being distracted and use our heads.”

“There’s nothing to think about,” Ravenheart muttered. “Fimbulwinter is more than strong enough to kill both of us, if she can focus long enough to actually do it and not just torture somepony else to death.”

“And she’s not in the room with us,” Loopy pointed out. “El Toro implied this was a trap he set up, right? So she must have set up some kind of magical thing. Enhancement? Enchantment. That's the word.” She was starting to really regret not having ever learned more than the very basics of changeling magic. Not that anyone was available who could teach her now.

“So what? We’ll still be dead unless I kill you first!” Ravenheart said. She dropped into a three-legged fighting stance, holding her injured talon at her side. “I can’t die here. Not in some backwater town fighting some worthless wanna-be who’s been around ponies so long she got infected with their stupid hero complex!”

She roared and charged, her bad leg making her hop. Loopy used her telekinesis and grabbed the rope she’d already taken out, raising it up from where it had fallen between them. Ravenheart’s awkward stride and the ice under her feet didn’t give her a chance to stop herself before she hit the tripline, the rope catching her ankles and sending her tumbling forwards in a roll, the silk line wrapping itself around her limbs.

Loopy tugged it tight around the griffon, managing to entangle all but one back leg.

“There we go,” the Mare do Well muttered. “Now maybe you can sit still until I figure a way out of here.”

“When I get free from these ropes-” Ravenheart groaned, dizzy and hurting.

“Even with that paw free you won’t get untangled before we freeze to death or I figure a way out for both of us,” Loopy finished, cutting her off. “You can thank me once we’ve escaped. I know you like being tied up.”

The griffon blushed. “Shut up!”

“Try not to let it distract you too much,” Loopy said, pulling a cord tighter as she looked around. She only knew a few basic unicorn spells, enough to keep up an act while she was in disguise. Not enough to know how to stop a powerful ice spell that was freezing an entire room. It was almost more like weather magic, but she didn’t know weather magic well enough to even get a spot on pushing clouds for a weather team in a backwater city like Liveryburg.

But she did know something about living underground.

Loopy flew up, her wings feeling fragile in the winter chill, looking at the roof. “There have to be ventilation shafts! You can’t have a big underground room like this without them, everyone would suffocate!”

She spotted a vent, still clear of ice. She flew towards it and felt frost form on her chitin as she hit a downdraft of gelid air pouring out of the grating like an invisible waterfall. She pulled back as she felt her chitin start to turn brittle.

“Idiot! Can’t you tell that’s where the cold is coming from?” Ravenheart yelled, struggling to sit up and get her injured beak away from the floor. “Cold air falls and the ceiling froze first, so it’s all coming from above us!”

“I didn’t go to weather school!” Loopy protested, defensively, as she set down on a crate. The concrete floor was starting to turn white with frost, and mist was clinging to it.

“I have decided to extend my offer to you, Mare do Well,” El Toro said, the minotaur’s voice echoing across the room from an unseen source. “If you kill my treacherous associate, I will allow you to leave as a... professional courtesy.”

Loopy almost considered taking him up on that.

“You’d never let me go either way,” Mare do Well said. “I’m not going to kill her just so you can get some entertainment.”

“That is unfortunate. My offer will still be open for another… two minutes? After that I do not believe Miss Fumbulwinter will be able to stop her enchantment from killing you.”

“Then I’ll have to escape in one,” Loopy said, trying to sound confident.

“Please do,” El Toro replied. “I would enjoy seeing how you do that.”

Loopy would have spat at him, if he had been present. And she hadn’t been wearing a mask. Both of those made spitting a bad idea. She grabbed Ravenheart with her magic and hefted her onto a box, getting her away from the worst of the hazard.

“I don’t suppose you have any other ideas,” Loopy said, looking at Ravenheart.

“You could let me kill you so at least one of us gets out of here,” Ravenheart muttered.

“No ideas, then,” Loopy said. Two minutes to escape. No pressure.

---

Jetstream burst into the harbor office. She had carefully rehearsed her part in Loopy’s plan the whole way there, ever since she’d been freed. A guard looked up at her as she galloped in (she thought she was showing excellent restraint using the door instead of smashing through a window).

“Can I help-” The guard started, as Jetstream ran past him. “-you?”

“No time!” Jetstream yelled, running into the office in back and surprising Songbird and Brass Shield. “Loopy’s in trouble!” She fluttered her wings, panting and looking like she’d just finished a marathon, exhausted and excited that she'd passed the finish line.

There was a silent moment while the two officers waited for an explanation. Songbird glanced at Brass Shield.

“You’re going to need to be more specific,” Brass Shield said. “She gets into a lot of trouble. Is this the kind of trouble where we need to evacuate everypony, trouble where we need a doctor-”

“She got blackmailed into going to fight El Toro with a crazy griffon!” Jetstream yelled, exasperated. It clearly should have been an obvious answer. When Songbird and Brass Shield looked surprised instead of enlightened, she continued. “I got kidnapped by her, right? And then Mare do Well came to save me! But it was a trap because the griffon wanted to talk! So then the griffon talked Loopy into going after El Toro but I’m pretty sure she just did it because she knew I wouldn’t be safe otherwise!”

“And she told you to come get us so we could coordinate with her, right?” Songbird asked. “She must be planning a pincer maneuver so we can catch El Toro and the griffon at the same time!”

“Not... exactly,” Jetstream said. “She sort of told me specifically not to tell you anything. But I thought that was stupid because El Toro totally messed her up last time, so I came here anyway.”

“Wonderful,” Brass Shield groaned, standing up. “Do you know where she went?”

“Not exactly…”

---

While Jetstream had been speaking with the Guard, Loopy had completely failed at coming up with a clever plan to escape, and the air was getting so cold that it was almost painful to breathe.

“Can’t break the ice on the door,” Loopy said, gasping for breath. She’d worn herself down trying to shatter the coating on the door, but the ice was a hoof-width thick and seemed as strong as steel. She dropped the crate she’d been using as a hammer, though she hadn’t even managed to crack the seal.

She collapsed, groaning. She needed a new plan, and a bad one started forming in her mind. It had never worked before, but what was the worst that could happen?

---

“...you could end up phased into the rock,” the older changeling said. “Or as you’ve found, only partly in the rock.” Loopy - though she hadn’t assumed that identity yet - winced as the larger changeling rubbed a salve into the broken tip of her wing where it had been sheared off as if by a blade. The salve stunk like salt and ashes, but so did everything in the Badlands. The older changeling was one of her teachers, and Loopy had tried to impress her with a new spell, only to find out the hard way what could go wrong.

“But learning to teleport would help with infiltration missions,” Loopy protested.

“The passwall spell is not teleportation,” the older changeling corrected. “It creates a temporary tunnel. Very temporary. That’s why half of your wing is still inside the rock.”

“I just thought-” Loopy started, her wings buzzing with irritation. She was cut off as the pain made her wince.

“You ran out of love and the spell collapsed. It’s a complicated and inefficient form of magic, especially when you don’t have practice.” She hit Loopy casually. Loopy could taste her annoyance. “Now you won’t be able to even assume a disguise or defend yourself until you find a way to feed.”

“But if I was in danger of being captured-”

“Then it would be a wonderful way of killing yourself,” the elder noted. “No body for curious ponies to find. I doubt that’s what you want it for, though.”

“The Queen travels like that all the time!” Loopy protested, kicking a rock.

“She has enough power to do so safely,” the elder said. She picked Loopy up in her magic, the nymph too weak to break free. “You don’t. More importantly, you want to conserve your energy. You never know how long it’ll be until you can feed, and your duty is to bring the love you gather back to the hive. If you spend all of it being careless, you’ll be an even bigger drain on our resources than you are now.”

---

Ironically that was probably more true now than it ever had been. Chrysalis had already compromised one of her highest-placed infiltrators, spent more money than Loopy even wanted to think about, and all just to try and make an example of one low-class infiltrator who never even managed to make a profit for the hive.

“If this works you’d better thank me,” Loopy hissed, her breath freezing her mask to her face. That was an odd feeling. She jumped on top of Ravenheart and focused, a ring of green fire glowing on the concrete below the crate they’d perched on. The center fell away, and the crate sank into it like it was a pool of black water.

As she entered the darkness, the cold fell away, leaving her feeling painfully warm with the sudden transition. Loopy could feel her stored love quickly draining away as it forced a tunnel open around her, not moving earth and rock but creating new space for a few short moments and letting her slip between.

She just had to find her way to the surface. What was it - ten hooves? Twenty? Could she reach that far? The longer it took and the further she went, the more quickly her strength flagged. It was like lifting buckets while they were still being filled.

With no empathic sense she couldn’t even tell how far she’d really moved. It felt like she was barely crawling, a sensation like swimming in syrup.

Her head found the surface, and she gasped for air. She instinctively struggled, trying to pull herself up. It was useless, but the magic was forcing her out as the magic tunnel collapsed behind her, depositing her on the grassy, overgrown lawn in front of the mansion.

Ravenheart screeched in pain as her wings touched the edge of the tunnel for a brief moment. Loopy blinked and pulled on her with her magic, dragging her out and into the open, the griffon’s feathers starting to blacken and burn around the edges. The crate wasn’t as lucky, wedging in the opening as the tunnel became too narrow to let it pass.

“Come on you stupid thing-” Loopy growled, as she got her hooves on Ravenheart. Her magic flickered and died just as she gave a hard tug, managing to get her away from the closing ring of fire, the tunnel snapping shut like a camera shutter.

Ravenheart made a strangled sound as the tip of her tail was caught in the ring, coming free with a wet pop.

“Oops,” Loopy said, blinking.

“My tail!” Ravenheart screeched, trying to curl up on the pain. The ropes snapped as she finally cut through the line in her frantic haste. Loopy stepped back, trying not to get caught up in her writhing.

“I just saved your life,” Loopy said. “You should be thankful! It’ll grow back.”

Ravenheart looked up at her, glaring.

“...Tails do grow back, right?” The glare continued. “Or maybe… that’s just changelings?”

Ravenheart growled at her.

“So... your plan was a total failure,” Loopy said, coughing and changing the subject. “And now El Toro knows you betrayed him.”

“It wouldn’t have failed if-”

“It never had a chance,” Loopy said, cutting her off. “He knew you were going to betray him, where, and when. He had time to prepare for it.” She kicked what little of the crate had escaped the spell’s event horizon, the wood scorched and burned around the edges. “It means he’s watching you or me or both of us.”

“If he was watching you that closely you’d be dead,” Ravenheart muttered.

“And that means he’s been keeping an eye on you,” Loopy agreed. She could feel Ravenheart’s growing paranoia. “I think you should leave town. Even if he doesn’t like you, he can’t chase you if he’s busy with me.”

“What, you’re not going to suggest that I go and turn myself in to the guards?” Ravenheart asked.

“You wouldn’t be any safer and it would just make them an even bigger target. I don’t like you, I don’t like them, but I don’t want any of you dead because of me.” Loopy turned her head as she felt something. Jetstream was getting closer. And she wasn’t alone.

“I think your friends are on the way,” Ravenheart said.

“Just get out of here. As long as you don’t come back to town I won’t-” Loopy was cut off as the griffon grabbed her, a talon pulling her mask up and away from her face. For a brief moment she froze, until she felt the emotions coming out of her. She was grateful and- and that was a tongue slipping into her mouth. She had no idea how to respond to this. It was definitely something covered in the advanced infiltration techniques classes that she’d skipped.

“That’s for the save,” Ravenheart said, tossing Loopy back down. “If we ever meet up again, I’ll give you some warning before I kill you.”

“No chance of just sparing me?” Loopy asked, pulling her mask back down over her muzzle.

“You did get the tip of my tail cut off,” Ravenheart retorted. She turned to look at the streets. “Until next time.”

She turned and lunged into the brush, vanishing into the darkness despite her injuries. Loopy waited, tracking her emotions as the
griffon crept away silently, until she finally vanished at the edge of her perception.

“Loopy!” Jetstream yelled, crashing into the changeling from above and sending them rolling across the lawn. “Are you okay?! That griffon didn’t hurt you, did she?”

“Jet, you’re standing on my mivonks.”

Jetstream stopped and looked down at her hooves. “What are mivonks?”

Loopy told her.

“Oh.” Jestream blushed and stepped away, rubbing her hoof on the grass. “S-sorry. Anyway, did you find El Toro?”

“No. It was a trap. El Toro wasn’t here and the griffon got away after I saved her fluffy butt.” Loopy huffed. “Come on. Once the guards get here they can help us search the mansion.”

---

Loopy looked at the tangle of wires, crystal, and hardened slime. In the center was a tiny cocoon, impaled with blades of rune-covered copper. It was exactly what she didn’t want to find. She’d taken off her now-tattered costume and was back in her normal pegasus disguise.

“What is it?” Songbird asked. She narrowed her eyes. “I can’t… see anything. Anything strange, I mean. I can see normally.”

“It blocks empathic senses,” Loopy said, swallowing and trying not to throw up. “Guess that includes your half-empathy. Thing.” She had to step away.

“I’ve never seen anything like it,” Brass muttered.

“It’s changeling technology. Though… technology isn’t the right word,” Loopy said, unable to look at what they’d found hidden in the manor’s kitchen, stuffed into the refrigerator, presumably to keep the central component from decaying.

“T-that part in the middle,” Jetstream said. “It looks alive…”

“Barely,” Loopy nodded. “It’s… it’s a changeling nymph. The device is called… I don’t think there’s a word for it. It’s unspeakable. But… literally unspeakable. Empathy carries most of the message when changelings talk to each other. These things were supposedly installed in prisons to help keep prisoners from escaping, or talking to each other, or knowing what the guards were feeling.”

“A changeling nymph?” Songbird’s eyes went wide, and she backed away.

“It’s… sacrificed, to make the device. I’ve never seen one, but we all knew the rumors,” Loopy shook her head. “Chrysalis wanted us to know so we’d be afraid. Changeling nymphs have really strong empathy, and the device keeps it just barely alive and sending a kind of… distress call that blocks out all empathic senses.”

“Like a baby crying…” Brass Shield whispered.

“Just burn it,” Loopy said, turning around to face the abomination. “There’s no other way to give whatever’s left in there peace. It could have been stuck there for years and… it can’t be saved.”

“I’ll take care of it,” Songbird said.

“He had to get that from Chrysalis,” Loopy whispered. “She really wants me dead. There can’t have been more than two or three of those.”

“It doesn’t make sense!” Jetstream huffed. “You’re just one changeling!”

“We have to end this now,” Brass Shield said, ushering the two outside while Songbird was left behind to deal with the… artifact. “I don’t suppose the griffon gave you any other ideas on where he might be hiding?”

“No-” Loopy started, then she stopped. “Actually, yes. El Toro was with Fumbulwinter. The White Witch. He was using her magic to communicate with us and set up that trap, so they still have to be close-by.”

“How does that help?” Brass Shield frowned.

“She’s hard to control, and she can’t survive in normal temperatures,” Loopy said. “She needs the cold. So if she’s with El Toro, they’ve got to be somewhere close by, and very cold.”

“There are a few temperature-sensing spells we could try,” Brass Shield muttered. “The range isn’t that high, so it’s going to take a while to scan the entire town.”

“It’d be too slow,” Loopy said. “They could move again. Fimbulwinter probably has some way to get around quickly. It’s the only explanation for how El Toro keeps showing up without warning. He’s not exactly subtle.”

“We’re talking, like below freezing, right?” Jetstream said. She slowly started to smile. “I’ve got an idea. Let me just get an emergency weather team meeting together. We were due for some rain anyway.”

---

Within an hour, a light drizzle started over Liveryburg as the weather team criss-crossed the sky, giving as much coverage as they could with the rainclouds they had left. It wasn’t a lot of water, not even enough to lower visibility by much. But it was cold, the clouds put at high altitudes where the precipitation was on the very edge of freezing into snow.

And over the forest, that almost-frozen rain fell and found a layer of low-lying, frigid air and froze into snow, covering the trees in a thin layer of white.

“Jetstream, you’re smarter than I am, sometimes,” Loopy said, shaking her head. She and Jet were watching from the top of the ruined town hall, the highest point in town.

“Just like I said, found her just like that.” Jetstream grinned. “I figured she’d be causing a weather disruption, since she made a blizzard last time. Not very subtle, right?”

“Um… right,” Loopy agreed.

“You should take some weather classes,” Jetstream said. “At least learn enough that you can pass as a pegasus for more than five minutes.”

“I faked it for years and you never caught on!” Loopy pointed out, pushing a hoof into Jetstream’s chest.

“It was a good cover,” Jetstream admitted. “Being so incompetent that you couldn’t use any weather magic, crashing all the time... “

“I didn’t crash all the time. I was just faking it!”

“You say that, but you keep getting hurt,” Jetstream said, frowning. Her worry would have been palpable even for a normal pony. “You could have gotten killed today, and you’re already planning on going out again.”

“I don’t have a choice,” Loopy said. “We won’t be safe - you won’t be safe until El Toro is finished. That might mean behind bars, or something more permanent. I don’t care which.”

“I’m going with you,” Jet said, firmly, spreading her wings.

“No, you’re not.” Loopy pushed her back, the pegasus’ wings lowering. “I can’t protect you and me, and he’ll go after you first.”

“Well… isn’t there something I can do to help?”

“I am feeling a little drained,” Loopy admitted, smiling. “I could use a pick-me-up.”

“Oh really?” Jet asked. “I think I know just the thing…” She leaned in and kissed Loopy.

And it was much better than the peck she’d gotten from the griffon.