> My Little Changeling: Friendship is Weird
>  by Niaeruzu
> --------------------------------------------------------------------------

> Episode 1: How to Make Friends
> --------------------------------------------------------------------------


How to Make Friends


Suncloak’s house was comfy, cozy and silent.

A bit too silent, actually. It wasn’t a surprise; the changeling was the only one currently living in it. Unless he’d start talking to himself, it was bound to stay silent. Considering he was not a pony and thus, not insane, he would probably never talk to himself.

He flopped onto his couch and sighed. Sure, he’d discovered that he could get love by becoming friends with ponies, and even managed to become friends with the Elements of Harmony, but that wasn’t much use to him if said Elements were out of Ponyville at the moment, having some kind of grand adventure. Or a tea party.

Aside from an unusually loud racket from one of his neighbours every morning, he hadn’t heard much from the ponies in Ponyville. A few days had passed since he took up residence, but he didn’t have the courage to go out and try to befriend other ponies yet.

Because, honestly, he had no idea how he succeeded in the first place. He had been forced to act nice to a few ponies, and then, they were suddenly friends. In hindsight, that made no sense to Suncloak. Then again, a lot of things ponies did made no sense to the changeling. Like thinking white is a pretty colour.

A sudden noise outside his house wrenched Suncloak from his musings, making him look outside through the window.

A grey pegasus mare with a scraggly blond mane and tail and a pair of saddlebags was hastily flying off. Oh, and his mailbox wasn’t standing up straight anymore. The lid was morosely hanging from one hinge as well.

“Oh, come on!” Suncloak exclaimed as he went outside to check. Okay, maybe he was going insane. Repeated exposure to ponies could do that.

The damage was... salvageable. Then again, he probably didn’t need to repair it, he noted as he inspected the lid. After all, he never got any ma-

...There was actually an envelope inside the poor mailbox. And there was a pretty big bulge in it, too! Confused, yet curious, Suncloak took his brand new mail out of its box.

After some fiddling, he managed to tear open the envelope with his fangs. There’s a surprising use of teeth, the changeling thought. Inside the envelope were two things. The first was a letter written in a messy hoofwriting:


Welcome to the neighbourhood!

We hope you will enjoy living here and that we can become the bestest of friends!

Have a complimentary muffin.


Your new neighbours,

The Hooves Family


The other item in the envelope was, indeed, a muffin.

As the changeling munched on said muffin, a few things came to mind. One, his neighbours wanted to be friends with him! Great! A source of love and a way to get rid of boredom. Two, why did they wait a few days to get him this letter? They lived next door, it shouldn’t have taken that long. And why did his mailbox have to suffer?

He finished his muffin and went to one of his neighbours. The ones who made a racket every morning, to be specific. Even if they weren’t the ones who sent him the letter, he could still ask what all the noise was about, and maybe get them to stop. A good night’s sleep was valuable, after all.

As Suncloak knocked on their door, he took another look at the letter. The Hooves family... It sounded like a standard pony name. Most likely, they’d be nice individuals, not crazy, like the Elements of Harmony. Maybe a little weird, because hey, they’re ponies, but nothing too bad.

The door opened to reveal a grey pegasus mare with a blonde mane and tail. The same pegasus who crashed into his mailbox?! Oddly enough, her golden eyes were both looking in different directions. It was... strange. “Hello?” she asked.

“Uh, hi,” the changeling said, “I’m Suncloak. Uh, is this your letter?” he asked, presenting the letter, “I’m... your new neighbour?” He held out his hoof.

The grey pegasus gasped loudly and started shaking his hoof with much vigor. “Omigosh, omigosh, omigosh hi! I’m Derpy Hooves! Welcome, it’s so nice to meet you! Did you like the letter? Did you like the muffin?” she gushed, shaking the changeling around. Realizing she might have been a bit too enthusiastic, she let go of Suncloak’s hoof. “Sorry.”

The changeling’s eyes lolled about in their sockets before settling in an odd position, both pointing a different way. Hey, at least he looked sort of similar to the wall-eyed mare before him. He used his hooves to gently adjust his eyes. “Doesn’t matter, this happened to me before. The letter and muffin were a nice surprise, but why did you wait a few days to put it in my mailbox? And why did you have to damage my mailbox in the process?”

“I didn’t wait a few days,” Derpy said, “I posted it as soon as possible, and then the mailmare came to pick it up, and then she delivered it!”

“Okay...” Suncloak said, scratching the back of his head with a hoof, “but that doesn’t explain why you trashed my mailbox.”

Shocked, Derpy looked at his mailbox. “Oh, I’m so sorry! I was just really excited to finish my rounds and deliver the letter an-”

“Wait, what?” the changeling interrupted her, “You’re the mailmare?”

Derpy nodded excitedly. “Yessir! I deliver the mail around Ponyville! But sometimes, I kinda crash into things,” she added with a frown.

“But you... Why wou... That... You know what, never mind,” Suncloak said. He could’ve asked her in great detail as to why she didn’t just put the letter in his mailbox, but then again, she was a pony. They didn’t always do the sensible thing.

“So, what brings a changeling like you to Ponyville?” Derpy asked. “I was at your welcome party, but I didn’t hear your story.”

“Uh, it’s kind of a long story,” the changeling said. And not that amusing, either. It was mostly about him getting hurt in some way or another, and anyling who enjoyed a story like that was kind of a jerk.

Derpy Hooves rubbed her chin pensively with a hoof. “Well, how about this?” she asked after a few seconds, “I broke your mailbox, so I’ll treat you to lunch. You can tell me all about your story on the way there!”

Well, lunch didn’t sound too bad. Sure, Suncloak couldn’t get nutrition from it, but food was still tasty. It provided him with a good opportunity to harvest some love, as well.

That, and he couldn’t afford any food himself, since he didn’t have any bits.

However, just as he was about to take Derpy up on her offer, he noticed a black shape looking at the two ponies from an alley a small distance away from them.

Before he could investigate or say anything, Derpy zipped in front of him. “Well?” the grey pegasus asked eagerly.

Suncloak leaned to the side, but he didn’t see the whatever was looking at them anymore. “Uh, sure,” he said.

“Great!” Derpy said before walking off. “I know a great place, just follow me!”

Suncloak threw another glance toward the alley where he thought he saw something. Again, nothing. Maybe he was just a bit paranoid. He shrugged and went after Derpy, smelling some love in the air around him. It was a little bit, but it smelled delicious, and he wasted no time in taking it in with his changeling magic.



	

“...and that’s pretty much the whole story,” Suncloak said, before taking a bite out of his sandwich. Derpy had taken him to a restaurant a few blocks away. They’d ordered sandwiches, sat outside, and Suncloak had told the grey pegasus his story.

“Well, I guess that proves anything is possible. An actual changeling, living in Ponyville,” Derpy said between bites.

“So, how about you?” Suncloak asked. Just don’t ask about the eyes, he thought, that’s probably inconsiderate. “With your eyes, and stuff.” He mentally slapped himself. Stupid, stupid, stupid! He gave her an awkward, apologetic grin.

“Oh, these?” Derpy asked, pointing a hoof to her eyes, as if she had another set of them somewhere. “I was born with my eyes this way. I can see just fine, but sometimes I get a little disoriented.”

Phew, disaster averted. Honestly, Suncloak was expecting some kind of sob story, but it turned out okay.

“Your letter said ‘The Hooves Family’. You have a husband?” Suncloak asked. A few days ago, such a detail would have been crucial to him, but not anymore. He wouldn’t steal love anymore, but just act nice and then, somehow, receive love.

Derpy nodded enthusiastically. “Yep! Everypony calls him Doctor Hooves. We have a daughter too, her name is Dinky.” Oh, great. A foal. The Cutie Mark Crusaders had barely been bearable, and now Suncloak was living next door to one? “Speaking of Dinky, I have to pick her up from school in a few minutes,” Derpy said as she finished her sandwich.

Suncloak finished his sandwich as well. Sure, he would have liked to savour it a bit longer, but taking your time when someling had to go in a few minutes wasn’t very nice... right? “Well, I shouldn’t keep you from your business,” he told Derpy.

However, just as he was about to get up from the table, something caught his eye. On the other side of the street, again from an alley, he was being watched. He could only see the face, but he could tell it was black, had big, blue eyes and... fangs?

...Wait. It looked suspiciously like another changeling. Didn’t he specifically give all other changelings the message to bugger off and leave Ponyville alone? Then again, he was only one changeling, and Queen Chrysalis would probably have no reason to listen to him. She did throw him out of the hive, after all.

He turned back to Derpy. “Hey, did you see that?” he asked her, pointing to where he saw the other changeling.

Derpy turned around and looked into the alley. After a few seconds, she said, “Uh, I see an alley. Do changelings find that strange?”

“No, I meant...” Suncloak turned to point at what he saw, but the other changeling was gone. That was weird. Did he imagine it? In hindsight, he didn’t smell anything, aside from the little bit of love around him. No changeling scent. Was he forgetting something again? He did that way more often than he’d like to admit. “Uh, never mind. Must’ve been my imagination.”

They both turned back around to find a new mare standing right next to their table. Said mare was a unicorn with a minty green coat, a white and light green mane and tail, and golden eyes. She reminded Suncloak of someling, but he couldn’t remember. From the wedding in Canterlot, maybe? She was very excited and giddy about something, running in place and producing a soft, high-pitched ‘eeeee’. It was probably the most unsettling thing Suncloak had seen in the last few days.

“Hi, Lyra!” Derpy said. “What’cha doing here?”

“Hi, Derpy!” the unicorn said, who was apparently named Lyra. “I was just passing by.” After a very short pause, she inched closer to Suncloak. “Aren’t you going to introduce me to your new friend?” she said with a big grin and an exaggerated wink.

“Oh, right,” Derpy answered. “Lyra, this is Suncloak,” she said as she motioned between the two with a hoof, “Suncloak, this is Lyra.”

“Nice to meet you, Suncloak,” Lyra said. “So, you’re a changeling, riiight?” she said, her grin growing larger.

“Nice to meet you, too? And, uh, yes.” What gave it away? The fact that he was black, had big, blue eyes, fangs, a crooked horn, bug-like wings and chitin? It could’ve been an educated guess, though.

“Can you change into a human?” Lyra stared at him very, very expectantly.

“A what now?” Suncloak asked, perplexed. Now there was an odd request, if he ever heard one.

Lyra raised an eyebrow. “You know, humans? Bipedal, hairless monkeys? Have all sorts of really cool adventures? Like in the books. Changelings read books, right?”

“I... I have no idea what you’re talking about,” Suncloak said. He’d never heard of ‘humans’ before. They sounded very, very strange. Had changelings ever heard of this? Probably not, so it must be something obscure.

“Aww.” Lyra looked at the ground, apparently very sad. Did Suncloak make her sad? Friends probably weren’t supposed to make each other sad. If he wanted to befriend as many ponies as possible, he should try not to let them down like this.

“Uh, I’m sorry,” Suncloak told the disappointed unicorn, “I just haven’t ever seen one.” Changelings could change into pretty much anything, if they knew what it looked like. They could even change into inanimate objects, though they had to take a deep breath before doing so. Rocks don’t usually breathe.

Lyra suddenly lit up again. “Oh! Then I can just show you one!” She abruptly turned to Derpy. “Do you mind if I borrow Suncloak for a while?”

“Not at all,” Derpy said as she put some bits on the table as payment for the sandwiches, “I have to go pick up Dinky from school anyway.” She stood up from the table and extended a hoof toward Suncloak. “It’s been really fun meeting you, Suncloak!”

The changeling shook her hoof. “Uh... Likewise.” This meeting had been pleasant right? If pleasant was the right word. This kooky pegasus broke his mailbox and led him to meet another weird pony. It wasn’t all that different from his earlier experiences with ponies, and he wasn’t really bothered by her, either. Yes, it was nice having met Derpy Hooves.

As Derpy flew off, the three of them exchanged farewells. Surely, they’d meet again. She was Suncloak’s neighbour, after all.

“Well, come on!” Lyra called out to the changeling as she started walking off, almost bouncing around from excitement.

Suncloak cautiously followed the energetic mare. From one weird pony, straight into the next...



	

Lyra swung open the door to the house. “Bon Bon, I’m home! I brought a guest!” she yelled into the house as she stepped inside.

Suncloak followed after her. “Bon Bon? You didn’t mention you were living together with someling.” In fact, she hadn’t mentioned anything besides random information about these ‘humans’ she was so excited about. Somewhat amusing, but the changeling was actually more interested in learning something about the mare herself. That would probably be more useful if he wanted to be friends with her. He wasn’t so sure if he wanted to, though.

“Well, it’s not really living together, it’s more.. Oh, there she is!” Lyra said as Bon Bon descended from a flight of stairs.

Bon Bon was a cream coloured earth pony mare with a curly pink and blue mane and blue eyes. “Sheesh, Lyra, you don’t need to shout,” she said with a reprimanding tone, before she looked over to Suncloak. Her eyes grew large as she approached him. “Well, would you look at that! Lyra, you sure do bring over... unique guests sometimes, you know that?” She eagerly extended a hoof towards Suncloak. “My name is Bon Bon. You must be the changeling that appeared in town a few days ago! Suncloak, right?”

“That’s right,” Suncloak said as he shook her hoof. “It’s nice to meet you.” This time, he was sure it was ‘nice’ to meet a pony. This pony seemed kind and actually rational, something the changeling could appreciate in a pony.

Lyra quickly ran past them and bolted up the stairs. She opened a door, and upon looking inside, grimaced. “Uh, Suncloak, could you wait downstairs a bit? I have to, uh... Totally not clean up! I just have to water my lobster!” She hurried into the room and shut the door before there was any reaction.

“Meaning her room is a total mess and she has to clean up,” Bon Bon deadpanned. “Oh well, come further. It’s not every day that we get a changeling in our house!” she said as she went to what was probably the living room.

There, she offered a seat next to a table for Suncloak, and sat down across from him. “So, what brings you here?” she asked after a moment.

“Oh, I was out having lunch with my neighbour, Derpy Hooves, and we came across Lyra,” Suncloak started, “and then she asked me something about changing into a ‘human’, whatever that is.”

Upon hearing that, Bon Bon smacked herself in the face with a hoof. Hard enough to actually look painful, too. The way she didn’t flinch made Suncloak think that perhaps she was used to slapping herself. “I should’ve known,” she said with a groan, “she went on and on about how ‘cool’ it would be if she could actually ask you to do that.”

Suncloak grinned awkwardly. On the one hoof, it looked like he finally found a normal pony, but on the other hoof, did he really know what he was getting himself into right now? He would just have to have faith. Faith that he could get through this with some understanding of the concept of friendship.

Sadly, he had little idea how friendship actually worked. In other words, he was starting to feel more and more doomed.

“So, you and Lyra live together?” the changeling asked, trying to steer the conversation in a different direction.

“She rents a room,” Bon Bon explained, “because she can’t afford a house of her own. She doesn’t make a lot of money by just playing the lyre.” Lyre. Lyra. What an extremely creative name. “And if she does make money, she spends it all on books and other stuff about humans...” Her face lit up a little. “But I’m making this sound bad. I think life would be boring if Lyra didn’t live here!”

And that’s where she stopped making sense to the changeling. Living together with a crazy pony was fun? Or did ponies find constant headaches funny? If a changeling acted like this around others, they probably wouldn’t make many friends. Then again, changelings didn’t really become friends with each other. The relationships varied from ‘enemies’ to ‘rivals’.

Maybe I should stop comparing everything to changeling standards, Suncloak thought. No, wait, that’s stupid. How else can I make sense of these ponies?

Something occurred to the changeling. “Oh! Lyra looked familiar. Was she at the royal wedding in Canterlot?” Well, it couldn’t hurt to ask. Maybe she was one of the bridesmares, or something? The ones that got brainwashed?

Oh, wait. That probably wouldn’t be good for their alleged ‘friendship’, right?

“Um, no. Neither of us could afford that, really.” Bon Bon replied sheepishly.

“Oh, okay,” Suncloak said, relieved. Yeah, trying to become friends with a mare who was brainwashed by the changeling queen... Maybe not a good idea. Luckily, it hadn’t been Lyra at the wedding. Maybe a pony who just looks a lot like her? Sheesh, all these ponies look so much alike. Why couldn’t they all be more unique, like changelings?

Suddenly, they heard a rummaging and a loud crash coming from above. “I do hope she doesn’t break anything,” Bon Bon said. “Celestia knows how many bits I had to cough up last time she made a hole in the floor.”

Suncloak raised an eyebrow. “She breaks parts of the house? And you have to pay for it?” Any changeling doing damage to the hive would probably be kindly requested to go and partake in some useless mission far away from the hive. Apparently, ponies didn’t do the same, they just kept health hazards close to them. Which explained why crazy things happened pretty often in villages like these, actually.

“Well, I earn enough money,” Bon Bon said as she stood up from the table and headed for some other room. “I make and sell candy. Want to try some?” She went into the kitchen and took a jar out of a cupboard.

“Sure,” Suncloak said. Even though he was starting to get his doubts, Bon Bon seemed like a kind mare. And, well, free candy. That made everyling look good in the changeling’s book.

Bon Bon opened the jar and held it out for Suncloak. Inside were delicately wrapped balls of candy. Well, hopefully it was candy. Suncloak took one out, unwrapped it, and flicked it into his mouth.

Surprisingly, it was delicious! Delicious, sweet and soft candy. Yes, this mare would be excellent to keep as a friend.

After that, the pony and changeling chatted for a bit, before Lyra came galloping down the stairs. “My lobster has been watered and everything’s ready! Suncloak, can you come upstairs please please pleeeeease?” she rambled, almost bumping into the changeling.

“Calm down, Lyra, it’s not the end of Equestria or anything,” Bon Bon said with a sigh. Considering the speed at which Lyra was going, it was quite easy to think it was, though.

“I know, I know, but this could be the best thing in the history of best things!” Lyra answered impatiently. To be honest, she reminded Suncloak of Pinkie Pie, except less impossible. No less energetic, though. “So, Suncloak, you coming?” Lyra asked again, staring at him very expectantly with big eyes.

“Well, it’s why I came here, so... lead the way,” Suncloak answered. Might as well go through with this crazy idea. If it got him new friends, then why not? If he had to get some love from somewhere, it might as well be from a crazy pony.

He followed Lyra as she rushed up the stairs again, and into her room.

Said room was a complete mess. A few pieces of clothing, some books, and a whole lot of paper were strewn out over the floor. There were two bookcases filled to the brim with books, most of them featuring something about humans on the cover. Somehow, Suncloak got the feeling that Lyra actually did water her lobster, even if he couldn’t see any in the room. 

The only things that were kept clean were the unicorn’s bed, the lyre standing on a nightstand and some odd metal bulk, standing opposite to an open window.

Before Suncloak could say anything, Lyra pressed an open book in his face. “Look! This is what a human looks like. Can you change into it, pleeeeease?”

Said book contained a picture of... What, exactly? Lyra said it looked like a ‘bipedal, hairless monkey’. Well, that’d be an insult to monkeys. How would something stand up so straight like that? It was only mostly hairless, either. The actual parts with hair looked pretty good, but the rest was just plain, bald ugliness.

Well, regardless of how ugly it looked, Suncloak couldn’t exactly do anything with just a picture. He had to see a creature for real, not a picture in a book. It was kind of hard to see exactly how a creature behaved or even breathed if you had to judge from a picture. 

He pushed the book out of his face. “Sorry, I can’t do anything with a picture,” he told Lyra, “I need to see a live thingie, because I need to see how it actually stays alive.”

Lyra suddenly deflated. “Aww. They’re all just make believe, so you can’t see a real one.” She suddenly lit up again. “So that’s why I’m gonna find one, if it’s the last thing I do!” Meaning, yes, she was totally bonkers.

“So, you’ve got a lot of stuff around here,” Suncloak said, eager to change the subject.

“Yep!” Lyra said enthusiastically, “I’ve got all my books on humans,” she said, lifting a few books off the ground with her magic, “and some...” she dropped the books and looked at some of the papers, “oh, some sheet music for my lyre,” she continued as she dropped the papers and floated her lyre over, playing a short tune. “Oh, and there’s that machine I bought, but it isn’t working,” she said, pointing to the large metal thing in the room.

Suncloak cautiously stepped over to the thing. “What is it, anyway?” Why a pony would need a giant slab of metal in their room was completely beyond the changeling. Couldn’t they have used the resources to build houses? The thing looked simple enough, actually: a huge metal box with a big button on it.

“Well, it’s supposed to be some kind of power source thingamajig,” Lyra said as she put her lyre down on the nightstand again, “based on a machine from one of my books! But, like I said, it’s not working...”

Suncloak clapped his hoof on the machine’s button. “Oh, so if I press this, nothing will-”

“Wait, no, don’t touch-” Lyra shouted, reaching out to the changeling.

She was too late, however, as a part of the machine suddenly shot out, whacking Suncloak in the face and launching him out through the open window.

“-that,” Lyra finished. “Darn. I promised Bon Bon that wouldn’t happen after the third time...” She looked out the window to see Suncloak collapsed against the front door of the house on the other side of the street. “I’m so sorry! Are you okay?!” she shouted to him.

“Buh,” responded the crumpled heap of changeling.

“Don’t worry, I’m coming!” Lyra shouted to him, as she hurried out of the room and downstairs.

There, Bon Bon was giving her a very annoyed look. “Let me guess,” was all she said.

Lyra chuckled nervously. Very nervously.



	

On the other side of the street, Suncloak was still collapsed on the ground. Well, not entirely on the ground; his hindquarters were propped up against someling’s front door. It wasn’t quite the most comfortable position he’d ever been in, but he felt a bit too dazed to stand up.

He was so dazed, in fact, that he saw a changeling’s head pop out of a nearby bush. “Psst! Hey!” it whispered to him. How funny, a hallucination that actually talked to him! Suncloak shook his head to clear the dizziness away. That’d get rid of that silly changeling.

While shaking his head did clear the dizziness, it didn’t get rid of the other changeling. “Hello? #37? Wakey wakey!” it called out to him, keeping its voice low.

Wait, so if this changeling wasn’t a hallucination, then... “What are you doing here? Didn’t I specifically give the message that all changelings were to bugger off from this village?” he asked, keeping his voice low.

“Look, we just want to talk,” the other changeling said. We? Huh? “Can you meet us at the edge of the forest later today?” After a moment’s hesitation, it added, “Please?” with a look of pure disgust.

“What are you talking ab-” Suncloak started to say, but was cut off by his rump suddenly falling down on the ground. Apparently, someling had opened the door he was partially leaning on. Suncloak checked to see who was so rude to interrupt his... interesting conversation.

Holding the door was a white unicorn mare with a large and messy, blue and light blue mane. Her eyes were obscured by a pair of sunglasses. “Well, there’s the unexpected visitor of the week,” she said with a friendly smirk.

“Uh,” was all Suncloak could say. He glanced back toward the bush, but the other changeling was already gone. He glanced back and forth between the new mare and the bush a few times. “I can explain?”

“No need,” the unicorn said as she extended a hoof to help him up. “This is about the fourth time Lyra has launched somepony into my front door. I thought Bon Bon told her to dismantle that thing, though...” Yes. Lyra launched him. Suncloak didn’t do it himself. No, really!

Suncloak accepted her hoof and hoisted himself up. “You’re used to this kind of shenanigans?” he asked. A changeling being launched into your front door would probably cause most ponies to have a minor to major freakout. The fact that this mare didn’t so much as blink an eye did not comfort Suncloak in the slightest. Then again, she was wearing sunglasses, so he couldn’t actually see if she blinked. But did he want to become friends with more crazy ponies? Couldn’t he meet another sane one, like Bon Bon?

“Oh, don’t worry,” the unicorn answered, “I’ve seen more crazy stuff at parties. I’m Vinyl Scratch, I played the music at your welcome party!” Oh, yes. The music. That had certainly been... special. He hadn’t expected ponies to enjoy music that was similar to what changelings enjoyed, with low, deep sounds. Turns out that this disgustingly white pony did have some taste.

Right then, Lyra and Bon Bon came trotting towards them. “Is everything okay?” Lyra asked.

Vinyl inspected her door and swung it about a little bit. “The door’s just fine. And I think Suncloak here is fine, too.”

Bon Bon sighed in relief. “Thank goodness. We wouldn’t want a repeat performance of last time.”

“What happened last time?” Suncloak asked.

Lyra suddenly looked very, very guilty. “You really don’t wanna know. I mean, uh, nothing, nothing at all!” She chuckled and grinned apologetically at Bon Bon, who was giving her a piercing glare.

Right. Maybe it wouldn’t be such a good idea to ask further about this subject.

“But hey, you two never told me you were friends with Suncloak,” Vinyl said.

“Oh, we only met today,” Suncloak said, “Lyra dragged me over from a restaurant where I was lunching with Derpy Hooves, my neighbour.”

Vinyl pushed her sunglasses down slightly and peered at Lyra over the edge, revealing two bright red eyes. “Seriously? Lyra, you’ve barely known this changeling for an hour and you’ve already catapulted him through your window?”

“Hey, I already said I was sorry! And besides, no damage was done, right?” Lyra responded indignantly.

“Eh, I’ve had worse,” Suncloak said. Being thrown away from the changeling hive for miles and miles had been infinitely worse than merely thrown across the street. No, when it came to being thrown and slamming into objects, the changeling had most definitely had worse.

“See? Everything’s alright!” Lyra said. She made a small leap of joy, but that was cut short by Bon Bon fiercely tugging on her tail, causing the unicorn to faceplant.

“Sorry to interrupt,” Bon Bon said through her teeth, “but Lyra, I think I told you we had to do some grocery shopping today. You didn’t forget, right?”

“Uh... yes,” Lyra admitted as she lifted her head.

Bon Bon shook her head in defeat and sighed. “Whatever am I going to do with you? Well, it’s been nice meeting you, Suncloak. See you later!” she said as she walked off, dragging Lyra behind her.

Lyra waved excitedly as she was dragged off. “Bye Suncloak! Bye Vinyl! Talk to you later!”

Suncloak and Vinyl Scratch stared at the two until they disappeared from sight. Well, that certainly was... Suncloak couldn’t really find a word for it.

“Odd ponies, aren’t they?” Vinyl asked nonchalantly.

“Yes. I mean, no. I mean, kinda?” Suncloak said. He scratched the back of his head. “To be honest, if I hadn’t ever met Pinkie Pie, I’d be weirded out right now.” Now it was just a mild case of confusion.

Which made Suncloak question what was wrong with him. An unusually energetic pony had indirectly catapulted him out of a window and into a house. Sure, it was actually his own fault, but wasn’t that why there were warning stickers on most hazardous material nowadays? Sheesh. If he had experienced any of these things before he had been banished from the hive, he’d have bailed out a long time ago and looked for different ponies to take love from.

There was only one possible thing to say. “I’m really confused,” Suncloak said as he scrunched up his face. What he wasn’t confused about, though, was the amount of love he could smell in the air around him. He took it in, his horn subtly glowing green.

“Eh, that makes sense when you’re catapulted into somepony’s house. Wanna come inside for a bit?” Vinyl asked with a chuckle, gesturing for the changeling to enter.

“Sure,” Suncloak said. Why not? If he could make another friend today, that’d be incredibly useful. More friends meant more love, and more love meant less hunger for him. That, and the friends he had accumulated so far might have been crazy, they were at least interesting to be around.

He entered the house to find a surprisingly much smaller mess than he had anticipated. Vinyl’s mane may have looked unkempt, her house was fairly clean. The most prominent thing was a large turntable, complete with speakers. There were also a couch and a chair standing around a small table.

“Welcome to the Casa de Vinyl Scratch, home of Ponyville’s premier player of passionate pieces! Or just the local DJ, whatever you wanna call it,” Vinyl said with a sweeping motion of her hoof. “Want a drink?”

Suncloak shook his head. “No thanks.” The upside of being a changeling meant he didn’t need to eat or drink, so he could safely decline.

“Okay, make yourself at home then,” Vinyl said as she rushed forward, jumping over the couch and landing on it, bouncing up once.

Suncloak decided to walk around more carefully and sit down in the chair. He wasn’t even sure he’d jump on his couch like that in his actual home. “So you make music, just like Lyra?” he asked. Two ponies with the same profession being friends? If they were changelings, there’d be a very large chance they’d be bitter rivals. ‘Bitter rivals’ meaning ‘hating each other with a fiery passion’.

“Well, yes and no,” Vinyl said, scratching her chin, “she plays music on the lyre, and often some other instruments, and I take samples and make songs out of them. Like what you heard at the party! Did you like it, by the way? I had no idea it’d be a party for a changeling.” Yeah, Suncloak could think of a few other ponies who hadn’t anticipated that. Well, except one.

“The music was very...” Suncloak waved his hooves around, trying to find the right word. “...musical?” If changelings could have cutie marks, Suncloak probably wouldn’t have one that was related to music. “It was more enjoyable than I had expected.”

“Cool!” Vinyl said. After a few seconds, she smirked. “Y’know, I’d never have guessed that I’d be talking about music with a changeling.”

Suncloak snorted. “I’d never have guessed a lot of things that happened the last few days. Being thrown for miles, meeting a lot of ponies and becoming friends with them. I couldn’t have imagined a more ridiculous scenario.”

Vinyl laughed. “I can see where you’re coming from. So, what’s the weirdest thing you’ve seen?” That’d be either Pinkie Pie or Lyra, obviously. “Aside from Pinkie Pie or Lyra, obviously,” she added. Darn.

Suncloak scratched his chin for a moment. The weirdest thing? Not counting Pinkie Pie or Lyra, that’d be really difficult. Everything was really weird, from the way ponies treated each other to how the changeling miraculously managed to blend in. But the weirdest... “What I really don’t get is why everyling in Ponyville was so fast to accept me.”	

“There are some ponies who don’t trust you, though. I just think you haven’t met them yet,” Vinyl added. “They tend to keep out of your way.”

Oddly enough, Suncloak felt both comforted and saddened by that. Comforted because it was as he had initially expected, and saddened because... well, he didn’t really know. “Ugh. Ponies. Confusing.”

“Oh come on, it’s not that weird,” Vinyl said, “you just gotta get used to it. Go with the flow a little! Or at least, that’s what I tell everypony who steps inside a club for the first time. Maybe you’re not even the first changeling who found this way of life.” She chuckled a bit. “Just don’t worry, okay?”

That reminded Suncloak of the changeling he had met outside Vinyl’s house, who told him that they wanted to talk. That changeling had said that ‘we want to talk’. Who was ‘we’, and why were they here? It was way too soon for an actual squad to have come to Ponyville.

There was only one way to find out: actually meet them and hear what they have to say. Who knows, maybe they aren’t egoistic jerks like a lot of other changelings!

Yeah, right. If anything, previous encounters with changelings only cemented the fact that they were incompetent, white grubs.

Speaking of white, Vinyl stood up from the couch and headed toward the turntable. “Bah, it’s too quiet here. Wanna listen to some music?”

Suncloak shrugged. “Sure, why not?” It wasn’t like it could hurt him anymore than he already hurt himself today.



	

I need to stop tempting fate like that, Suncloak thought to himself as he walked through Ponyville, turns out music really can hurt if you play it too loud.

Vinyl Scratch’s music had been loud, yes. So loud, in fact, that it had hurt the changeling’s ears somewhat. Luckily, the white unicorn had been well aware of this possibility and turned the volume down, but the damage had already been done.

Suncloak absent-mindedly rubbed his ear with a hoof. Apparently, ponies have an uncanny ability to hurt others, he noted. If his life didn’t depend on it, he’d probably question what insane direction his life was currently taking. Again.

He sighed as he made his way toward the Everfree Forest. Not the very best of ideas, but the other changeling had asked him to come there. They’d even added a ‘please’, which, admittedly, was very impressive for a changeling to say to another changeling.

A few minutes later, he had reached the edge of the forest. Except... there wasn’t anyling there. “Hello?” Suncloak called out. “I came, just like you asked. Now can I just throw you out and get this whole thing over?”

A changeling’s head popped out of a nearby tree. “Oh, you actually came? You’re more gullible than I thought,” the changeling said as it dropped out of the tree. The slightly more slender figure told Suncloak that this was, in fact, a female.

That made Suncloak raise an eyebrow. “A female, this far from the hive? You don’t see that very often,” he noted. Females were often kept closer to the hive, because... To be honest, Suncloak didn’t even know. Some important aspect decided by the queen.

“You don’t see royal guards this far from the hive that often, either,” the female changeling said. “Oh wait, you aren’t part of the hive anymore.”

Suncloak sighed. “Are you just here to insult me or can I tell you to buzz off and leave?” He shouldn’t really have expected any different, though. This was how a lot of changeling conversations went.

“No, wait!” the other changeling hastily said, “Look, we just came here to ask you something.”

“Ask me something? ‘We’? What are you talking about?” Suncloak asked. This was starting to get confusing. What was this changeling talking about?

“Oh yeah, I forgot. I’m not the only one here,” the female changeling said with a look of realization. “Come out, everyling!”

On cue, five other changelings appeared from the nearby bushes, one even having transformed himself into a bush. They all arranged themselves in a neat line, the female included.

“Right,” she started, “I’m #14 of the grub teachers, and you’ve already met #21 of strike team four,” she pointed to the changeling next to her, “and then there’s #45 of hive planning, #7 of lower troop management, #18 of long-range reconnaissance, #2 of accounting...” she continued, pointing at all the changelings in order. “Wait, where’s #145?”

Oooh no. Numbers that high never meant anything good. Numbers that high were really bad. You never wanted to be close to a changeling with that high a number.

#14 rolled her eyes. “Where are you? I swear...” Yeah, looks like she didn’t like the high numbers either.

A nearby vine shook and rustled.

“Aha!” #14 exclaimed and pulled the vine out of its tree.

Said vine coiled up, and with a burst of green flame around it, changed into a very small changeling. “Aww.”

If there was anything worse than young ponies, it had to be young changeling grubs. At least, in Suncloak’s opinion. They were small, loud, obnoxious and just downright horrible. They often had high numbers because there were a lot of them and none of them had any group to be identified as a part of.

“Well, this is grub #145,” the female changeling said as she picked up the tiny changeling and put him on his hooves.

Suncloak slapped himself in the face with a hoof. “You seriously brought a little grub here? Why, in the name of Queen Chrysalis, would you do that?” Grubs were never found this far away from the hive, unless... “Let me guess, they sent him to you to see some field action following an accident involving him, a significant portion of the hive and some white substance?”

The other changelings looked surprised and dumbfounded. “Uh, yeah,” #14 said, “How’d you know?”

“Intuition,” Suncloak proudly said. Of course, how else would he have become a royal guard?

“Oh, I see. Experience,” #14 deadpanned. Darn, she was clever. She turned to the little grub again. “Now don’t do that again, little cicada. We don’t want to lose anyling.”

Suncloak groaned. “Okay, now what did you want to ask me? If you try to insult me again, I’ll call the Elements of Harmony on you!” Okay, that was a major bluff, the Elements weren’t even in town at the moment. But hey, what these changelings didn’t know could hurt them.

#14 looked expectantly at #21, the changeling Suncloak had met a few days earlier, for a moment. “Well, come on, I know I agreed to do the talking, but that doesn’t mean you guys can stand around and be useless all day long!”

#21 sighed. “Sheesh, fine.” He turned to Suncloak. “Uh, hi. We met before and stuff, you know, when we made a few jokes, and I asked if you wanted to come back to the hive, and you were all like ‘nope’?”

“Don’t remind me,” Suncloak grumbled. Still one of the worst conversations he’d had in his life.

“Right, so, I told you that there were some changelings close by, right?” #21 continued. “Well, tadaah!” He made a sweeping gesture with his hooves. “Here we are. I kinda told them everything you told me, and we wanted to ask you how you did it.”

Suncloak groaned. “Could you stop being so stupidly vague? It’s not like you’re building suspense or anything, just ask the question, you reverse-rolling dungbeetle!”

“Okay, okay. Sheesh, I was right when I said you were never in a good mood back then,” #21 said. “Like I said, I told the others what you told me, and we started thinking. Maybe you weren’t as crazy as we thought, ‘cause you sure seemed to be doing fine. So we thought, maybe we should check this out for ourselves, see if we can become friends with ponies. It seemed like it wasn’t that difficult, and a lot more convenient too.” He turned to #14 again. “There. Happy?”

#14 rolled her eyes. “Yeah, except that you forgot the part where you were being really adamant that #37, I mean ‘Suncloak’, was actually insane. And the reason we’re actually going is that we want to find out how a changeling who ranked lowest in his old group managed to overpower and intimidate someling ranked third. Either the ranking system is messed up, or you’re just a really bad rank three.”

“Hey, I resemble that remark!” #21 replied indignantly. He didn’t notice a few other changelings snickering, having trouble not bursting into laughter. Which was probably for the best.

“Okay, so you want to be friends with ponies,” Suncloak said. No idea why you’d want to do that, though. You don’t know how crazy these ponies can be. Or how white, he added mentally. “Then what do you need me for?”

“Well...” #14 started, scratching the back of her head. The other changelings were doing their absolute best kicking dirt around or looking in a different direction.

“We dunno how,” the little grub said.

That was a baffling answer. How could they not understand that? “It’s easy!” Suncloak exclaimed, “You just act nice to ponies, then... something happens, and then you’re friends! Don't you ever pay attention to the ponies you steal love from? They're always saying 'friendship this, friendship that, blah blah blah' and stuff like that.” Seriously. How moronic were these changelings?

“Oh,” #21 said, “but how do you act ‘nice’, exactly?”

Suncloak groaned very loudly and sat down, burying his face into his front hooves. “By not acting like a jerk. You know, not explicitly telling a pony that you hate them, or think they’re really ugly because they’re white. Basically, follow that whole ‘Elements of Harmony’ shtick they have. Think how ponies think in terms of friendship.”

“But what’s ‘friendship’?” #145 asked.

Suncloak sighed. #145 was a little grub, of course he didn’t understand such strange concepts yet. “Friendship is...” Suncloak started, looking for the right word, “Friendship is weird. I don’t really get how it works myself, and I really don’t know how I managed to become friends with so many ponies already.”

For a moment, all changelings were lost in thought, until #14 broke the silence. “How about this: we disguise ourselves as ponies and try to become friends with real ponies. Every week, we come together here to share what we’ve learned, and try to understand friendship that way! We can tell the hive that it’s for research purposes, or something.”

“That’s a very good idea,” Suncloak said, “but I don’t see how I’m helping you out in this. And besides, I can’t even smell you.”

This time, all the other changelings smacked themselves in the face with a hoof, except #145. “You seriously have an awful memory,” #21 said. “Security protocols dictate a new scent every two months, according to the cycle. The swap was yesterday. And we can’t tell you what it is, because you’re banished from the hive and whatnot.”

“Oh, right. I knew that, I was just... verifying,” Suncloak bluffed.

“Horrible memory and a horrible liar. I get why you were ranked lowest, but I don’t get how you managed to become friends with ponies,” #14 said with a sigh. “We’ll use a code name for our group or something. Like... ‘Friendlings’?”

“That is the single dumbest name I have ever heard,” Suncloak said. With heavy emphasis on ‘dumbest’.

“Says the changeling who came up with the name ‘Suncloak’,” #14 countered.

“Hey, I was caught by surprise! Three fillies asked for my name and I had to come up with something in like 5 seconds! I don’t see you doing better!” Suncloak defended himself. Coming up with a pony name was already difficult, let alone a good one. Couldn’t ponies be numbered as well? That was far easier to remember.

“Look, this arguing is getting us nowhere,” #14 said. Hah, she backed down! Another discussion thoroughly won by Suncloak! “You know the most about friendship, because you already have a bazillion friends. You can be our boss, or our teacher, or something.”

Boss? Teacher? Yech. Suncloak didn’t become friends with ponies just so he could teach other changelings about it. “No, I’m not doing that,” he told the other changelings.

“Can’t believe I’m doing this again,” #14 said with a look of disgust. After a few moments preparing herself, she said “Please? Yuck.”

Saying ‘please’ twice a day? That was very impressive, to say the least. “Fine,” Suncloak said, “but don’t expect me to teach you something every week. If I haven’t learned anything, I can’t tell you anything.”

“That sounds fair. Did you learn anything yet?” #21 said, looking at Suncloak expectantly. The other changelings joined him in this.

“Let’s see...” Suncloak muttered to himself. He pondered about the four ponies he’d somehow become friends with that day.

Derpy Hooves, the wall-eyed mailmare who had damaged his mailbox, but turned out to be a very well-intentioned and kind mare. 

Lyra, the energetic unicorn who had dragged him around and generally weirded him out, but Suncloak couldn’t deny that he found her upbeat personality endearing. 

Bon Bon, who was a good friend of Lyra’s and a more serious mare, but she was a comforting safe haven to balance out Lyra’s chaoticness.

And lastly, Vinyl Scratch, the laid-back DJ who took the craziness around her in stride while still finding words of encouragement.

“If there’s anything I’ve learned today,” Suncloak started, “it’s that anyling can become your friend. No matter how crazy or silly, as long as you just enjoy being around them. It might get really confusing, but that’s just a new way of making everything interesting.”

The other changelings pondered for a moment. “I think we can work with that,” #14 said, shortly afterwards being met by a chorus of agreement. “Then I think that’s all for today, since the sun is going down.” #14 pointed toward the sun, which was indeed setting. Did time really go that fast? It seemed like only minutes ago that Suncloak had gotten out of bed...

“So, we’ll meet back here in a week, right? What do you suggest we do in the meantime, boss?” #21 asked Suncloak.

“I suggest you work on a disguise and a pony name, and try approaching some ponies to see if it’s working and maybe if they want to be friends with you,” Suncloak said. “And don’t call me ‘boss’.” That just sounded stupid. He didn’t go through all that trouble to get a pony name just so others could call him ‘boss’, that would be ridiculous.

“I think we should all get some sleep now,” #14 said, to which #145 replied with a soft yawn. They all agreed, and jumped into the trees to finding a spot to sleep.

As Suncloak turned to leave, #14 called out to him. “See you later, boss.”

Suncloak sighed as he started walking home. Well, this wasn’t at all what he had expected. Sure, the other changelings were jerks, but he hadn’t expected them to think his new way of life had merit. They were even willing to try it out!

With a smirk, Suncloak turned around. “Oh, by the way, the Everfree is filled with creatures like manticores and cockatrices! Sleep tight, and don’t let the bedbugs bite! Or any of the other beasties!” he yelled back.

He could hear some very, very panicked rustling coming from the trees. Sweet, sweet revenge.

Suncloak laughed to himself as he quickly left. Yes, today was interesting, to say the least. Surprisingly, it had been fun, too!


But why did Suncloak have the strange feeling that this was only the beginning of a whole lot of craziness?

> Episode 2: Petty Desires
> --------------------------------------------------------------------------


Petty desires


“Why is Ponyville so boring?” Suncloak muttered to himself as he walked through the streets.

Okay, the ponies in Ponyville weren’t boring, but if there weren’t any of them around to act crazy, it turned out the village itself could be pretty dull.

And that wasn’t even considering Suncloak’s own home. Sure, it was the house of Ponyville’s only changeling, but there wasn’t even anything to do there. It was empty, aside from the furniture that stood in it. And seeing as Suncloak didn’t have a job to earn bits, he couldn’t even buy anything.

Suncloak sighed as he turned a corner, continuing on his bored slog through Ponyville.

“Hi Suncloak!” a voice called out from behind him.

Suncloak jumped up with a startled shout. He looked behind him to see a grey pegasus with a blonde mane and crooked eyes. There was some kind of furry thing around her neck. “Oh, hello Derpy. You kinda startled me there for a moment.”

“Sorry,” Derpy said with a kind smile. “What’re you up to?”

“I was just walking through Ponyville, being bored.” Hopefully, Derpy could bring some change into that. She wasn’t as energetic as Lyra, but she was a kind and hardworking mare nonetheless.

Wait, Suncloak was actually eager to be subjected to some kind of craziness? It sounded like he was becoming crazy himself. It didn’t really surprise him, though. He’d anticipated that prolonged exposure to ponies would have that effect.
“So, uh, what’re you doing today, Derpy?” Suncloak asked. It seemed like the polite thing to ask.

“I was just bringing Will to the vet,” Derpy answered.

“Will?” Suncloak tilted his head in confusion. Who’s Will?

“Oh, that’s right, you haven’t met Will yet!” Derpy said excitedly. She removed the furry thing from her neck and presented it to Suncloak. He could now see the thing had little claws and two beady eyes. “He’s our pet ferret!”

Will squeaked excitedly and waggled a paw in what seemed to Suncloak like a tiny wave.

Right, a pet. Some ponies had pets, Suncloak remembered. But, a ferret? He hadn’t heard of that being a pet very often. He realized something that made him take a step back. “Wait, you’re taking him to the vet? Is he sick or something?” Ferret germs were not exactly on Suncloak’s wishlist.

“Oh, no, just a routine checkup,” Derpy said as she deposited the ferret on her neck again, “You know how it goes. Do you? You never told if changelings keep pets.”

“That’s... complicated,” Suncloak answered. Sure, changelings could keep pets. But since those dumb animals couldn’t tell the difference between changelings, it often happened that another changeling stole your pet. And the next day, it’d be stolen again, until there wasn’t anyling who could remember who the pet originally belonged to. Coupled with some very strange rules on pets in the hive, there were only few changelings with a pet at any one given time.

“But sometimes, I had to take care of a pet when I was out trying to get love,” Suncloak said. “Does that count?”

“Ooh, I bet you’ve seen lots of different pets then,” Derpy said excitedly.

“Let’s see...” Suncloak dug around in his memory. “Dogs, birds, reptiles... cats.” He spoke the last word with particular disdain and venom. “I hate cats. Arrogant, egoistic furballs, thinking they’re better than everyling else!” He gritted his teeth. Even thinking about those meowing demons annoyed him. “I don’t understand why ponies are so fond of pets, to be honest.”

“They’re such great companions!” Derpy pulled Will from her neck and nuzzled him. “Isn’t that right?”

Will squeaked happily.

Derpy put the critter on her neck again. “They make great family members, and Dinky just loves playing with him. She even picked out his name!”

Right, that explained the strange name. Will the ferret, only a little foal could think of that.

Derpy lifted a hoof and looked at her fetlock. “Oh no! It’s almost time, I really have to get going now!”

Suncloak gave her a confused look. “Uh, you’re not even wearing a watch, how can you tell what time it is?” Derpy must’ve had some kind of profound way to tell the time, using shadows or something.

The wall-eyed pegasus showed her fetlock to him. “Don’t be silly, it says so right here!”

On her fetlock was a crude drawing of a watch. There were no arms, it literally said ‘Almost Time’.

Before Suncloak could react, Derpy hurried off. “See ya later, Suncloak!”

Suncloak just stood there, gaping. “But how... I... That doesn’t make any sense!” He shouted, gathering confused looks from ponies in the street. “Whatever. Crazy ponies,” he mumbled to himself. Maybe I’ll just go to Vinyl Scratch, at least she makes sense, he thought to himself. Maybe she had a way to get rid of his boredom, too.

As he walked off, the changeling had a nagging feeling in his chest, as if something was missing. He wasn’t hungry, so what could it be?





As Suncloak knocked on Vinyl’s door, his thoughts shifted to Derpy’s pet again. It wasn’t like Suncloak himself actually wanted a pet. Back in the hive he didn’t need one, either. Enough other changelings around for company. Lousy company, but still company. Then again, he wasn’t living in the hive anymore...

Vinyl opened the door and gave Suncloak a surprised look. “Hey Sunny! What’s up?”

Suncloak sighed. “I’m really bored. Help,” he said in a dull monotone.

Vinyl lifted her sunglasses for a moment. “Hmm.” She gave Suncloak a critical look. “No... no,” she mumbled to herself as she lifted one of Suncloak’s eyelids using her hoof. “Huh.” She let go and pulled Suncloak’s jaws open. “Yeah...” she said to herself.

“Wha’s ‘is ‘or?” Suncloak tried to say, but the fact that his mouth was wide open didn’t exactly help.

Vinyl let go, Suncloak’s mouth snapping shut. “Yep, this is a serious case of boredom,” she said with a mock-authoritative tone. “You’ve come to the right place. Come in!” she said with a broad gesture of her hoof.

Relieved, Suncloak stepped inside. “Thanks. I think that, maybe, I’m starting to get used to living in Ponyville. Well, until something new pops up and I’m back at the start again.” Considering the amount of things he’d seen so far, however, he seriously doubted that.

“No problemo,” Vinyl said, closing the door behind her, “that’s what friends are for, right? Just gimme a minute.” She went over to a flight of stairs, hurriedly jumping up.

Suncloak went over, peering up the staircase. “What’re you doing?” He wasn’t sure if it was polite or not to go after her, so he decided to stay downstairs, as he could vaguely remember a rule like that. Or was that a gryphon rule?

“Oh, I’m just feeding Snowball,” Vinyl called down. “Did I tell you about Snowball yet? Wait, hold on.” Some rummaging around followed before Vinyl descended the stairs again. “This is Snowball!”

Suncloak looked her over. “I don’t see any difference. You’re Snowball?” This was confusing. Did she go upstairs to feed herself? No, that wouldn’t make any sense, the kitchen was downstairs.

“No, silly,” Vinyl said with a chuckle, interrupting Suncloak’s thoughts. “He’s just a little shy,” she said as her horn started glowing. “I just gotta find him.” After a few seconds, she carefully levitated something out of her mane.

It was a white mouse, staring at Suncloak with big eyes. Well, big eyes for a mouse. This critter was pretty small, after all. Its shaking tail and paws gave the changeling the impression that it was scared. As it should, that little, white, ugly monster.

“Isn’t he cute?” Vinyl asked, turning the little mouse to face her and nuzzling it. “Yes he is, yes he is so very cute!” she cooed.

Suncloak could do nothing but stare incredulously at the DJ, who was now talking to the mouse like it was a little foal. This was certainly a side he never would’ve guessed she had.

Suddenly looking like she’d been caught stealing from the cookie jar, Vinyl put the mouse back on her head and faked a cough. “Uh, I mean, he’s pretty cool, and stuff.” To complete her façade, she adjusted her sunglasses and faked a large grin.

“Right.” It all seemed fine to Suncloak! “How does a DJ end up with a mouse as a pet, anyway?” Surely, a pony as hip and cool as Vinyl Scratch would’ve gotten a pet that was a bit more... impressive. Not a tiny, quivering, white mouse.

“Well, I live alone in this house, so it feels pretty empty sometimes. And boring,” Vinyl answered. Yeah, Suncloak could fully understand. His own house also felt empty and boring. “One time, after a gig, one pony suggested I get a pet. So I asked Fluttershy if she could help me find something.”

“And out of everything, all she had for you was a mouse?” Suncloak asked, baffled. Surely, Fluttershy would have something far more fitting for a mare like Vinyl Scratch!

“I’ll have you know that it was an excellent choice!” Vinyl countered. “Snowball can look after himself just fine and he’s very clean. He’s a low cost, low maintenance pet, so he’s perfect for me!” Under her breath, she added, “He’s also really cute.”

Suncloak groaned and rolled his eyes. “First I meet Derpy with her pet, and now you. What is it with you ponies and pets?” He started pacing around the room, thinking. Maybe there was some sort of universal law stating that every single pony had to own a pet.

Vinyl Scratch walked over to her couch and laid down on it, gently setting down Snowball next to her. The little mouse proceeded to scurry around the couch, looking for a comfortable spot. “They’re always there when you get back home, and always happy to see you. And you can always talk to them, even though they can’t talk back,” Vinyl said with a smile. “Seriously, I know you’re a changeling and all, but could it really hurt to try and think like a pony?”

Suncloak snorted. “The day I start thinking like a pony is the day I start my own hive.”

Vinyl gave him a confused look. “And that is...?”

“Absolutely never,” Suncloak stated flatly. “If I start thinking like a pony, there’s no chance I’ll ever understand anything around here. If I want to live a normal life here sometime in the near future, I need to understand everything there is about it.” He turned his head up. “So no thanks, I’ll stick to my changeling ways. They haven’t proven me wrong so far!”

Well, except for that one time where he had completely underestimated the intelligence and forgiveness of the ponies he’d met. But hey, that was only one time, and mistakes were inevitable!

Vinyl snickered, although Suncloak had no idea why. “If it’s any consolation, Lyra and Bon Bon don’t have a pet, so you’re not the only one without a furry little buddy.”

Suncloak rolled his eyes. “Pfft, as if that would be such a big deal, like I’d be jealous. I can live without a pet!”

“Right,” Vinyl said, unimpressed. “Speaking of Lyra and Bon Bon, let’s go over there and see if they wanna join us in doing something fun! Lemme just put Snowball in his cage.” She carefully levitated the mouse on top of her head again and bounded up the stairs.

Suncloak stared in front of him. Well, at least this is the last of that pet business for today, he thought to himself.





“Oh come on!” Suncloak shouted as he pointed at the thing in front of him. “You’ve got to be kidding me!”

A fairly large, mostly red bird with a white face and brilliantly coloured wings sat on a perch in Lyra and Bon Bon’s living room. “Awk,” was all it said in response.

“Isn’t she amazing?” Lyra gushed, “I got her just a few days ago!” She went over to the bird and gave it an affectionate scratching on the head. “Her name is Feathers.”

Right, because when Suncloak thought of birds, the first thing he thought of was scales, so of course it made sense to call a bird ‘Feathers’!

Vinyl stared incredulously. “What in Equestria made you two get a parrot? It’s not exactly the first thing that jumps to mind when I’m thinking of pets.”

“Well, I was reading this book a few weeks ago, you see,” Lyra started rambling, “and it had pirates and stuff, and the pirate captain had a parrot and it was a really cool bird who was really helpful and he could talk and everything! I thought to myself ‘how awesome would it be if I had a parrot?’ so I asked Bon Bon and she didn’t really know but I kept asking and then she was okay with it so now we have a parrot.”

It took Suncloak and Vinyl a while to process all that. “Right,” they both said.

As Bon Bon came out of the kitchen with a tray of tea and biscuits, Suncloak decided to turn to her. Lyra was obviously less-than-reasonable right now. “You really went along with this?”

Bon Bon sighed. “Lyra kept badgering me about wanting a parrot, assuring me she’d take good care of it. I had to give in sooner or later.” She gave a short shrug. “I do have to admit, Feathers is a really sweet bird.”

“Awk! Feathers want a cracker!” the bird suddenly piped up.

“Tut tut,” Bon Bon chided the bird, “what do we say?”

Feathers blinked a few times, apparently thinking. “Please.”

“Good girl!” Bon Bon praised the bird, presenting a biscuit to the bird, which it swiftly devoured.

“Thank you!” Feathers piped up in response.

“See?” Bon Bon said, turning to Suncloak and Vinyl Scratch again. “She’s been properly raised. I think I can get used to this, to be honest.”

“Wow,” Vinyl said with a surprised look, “you taught her that in two days?” Suncloak was evenly surprised, although he didn’t doubt Bon Bon would be capable of this, seeing as she lived together with Lyra.

“Oh no,” Lyra said, “there’s no way I could do that. I think Fluttershy taught her all that. I got Feathers from her, after all.”

“Well, that makes sense. I don’t think you could find a parrot anywhere else in Ponyville.” Vinyl scratched the back of her head. “But did she really just give you a bird on a whim? Parrots aren’t exactly the easiest pets to take care of, or so I’ve heard.”

“I spent a lot of time thinking about it in advance, honestly,” Lyra said. Considering Lyra’s energetic behaviour, Suncloak was surprised she had a long enough attention span for such a matter. “And Fluttershy told me a whole bunch of things about how to take care of Feathers.”

Suncloak stared fiercely at Feathers. Stupid bird. Now, he was the only one without a pet! Not that it really mattered, but still... If he could set the parrot on fire by merely staring at it, that would be incredibly satisfying right now. Too bad that was just one of the things changelings weren’t able to do.

“So Suncloak, whaddaya think?” Lyra asked eagerly. “I dunno what changelings think of pets, but you have to admit that Feathers is pretty cool!”

“I think it’s great and I’m glad you’re so happy with her,” Suncloak said monotonously, still glaring at the parrot. There, no need to make his friends worry about anything, just tell them that everything’s okay. Don’t tell them that all this talk about pets is seriously starting to get annoying. “Now if you’ll excuse me, I have some business to take care of,” he said as he abruptly turned around and headed outside.

Lyra gave the changeling a look of glee, happy that her friend was so positive about her pet. Vinyl Scratch and Bon Bon, on the other hoof, were decidedly more confused and far less impressed.

Bon Bon rolled her eyes. “He’s such a bad liar,” she told Vinyl as she went after Suncloak.

Said changeling had paused outside for a bit, silently fuming. This whole pet thing turned out to be incredibly aggravating, although he had no clue why. He shouldn’t care! They’re just animals, they’re not even good conversational partners!

Well, except maybe the parrot since it could actually talk.

“I thought you were going to your business.” Bon Bon had suddenly appeared behind him, taking Suncloak out of his thinking.

“I was on my way,” Suncloak said swiftly, waving a hoof in the general direction of his house. “I was just a bit tired and decided to take a little break.”

Bon Bon sighed. “Suncloak, you didn’t even walk ten meters from my house,” she said, pointing to her house, which they were practically standing in front of. “Something’s clearly got you upset. Maybe you should talk about it?”

Stupid, clever ponies! “I don’t need to talk about anything, and I certainly don’t feel a bit mad about all these pets everyling has although I don’t know why!” Suncloak huffed, taking off at a hurried pace.

Bon Bon debated going after him. “I guess it’s best to let sleeping dogs lie. He’ll probably have to figure it out on his own,” she said with a sigh. “I just wish he wasn’t so bullheaded about everything...”





That night, Suncloak had surprisingly much difficulty sleeping. He tossed and turned in his bed in a futile effort to get comfortable.

With a frustrated groan, he hopped out of bed and started pacing around the house. Something was bothering him, but he still didn’t know exactly what. It had to do with these pets his friends had, although Suncloak didn’t see why that would be an issue.

They were just pets! Animals! They were meant for crazy ponies, not for changelings, and especially not changelings living on their own.

Well, Suncloak hadn’t actually heard of a changeling living on their own before, so he had no way of knowing if it would really be such a bad choice. But it had to be, right?

Suncloak sighed as he stopped pacing about. His friends had pets, he didn’t. He walked over to the window, opening the curtains. Absolutely nothing was outside, aside from the usual houses and the night sky.

It struck him how incredibly silent it was. Not just his house, but outside as well. Figures, there aren’t any playing, noisy foals around when you need them, he thought to himself. He stared at the moon, absent-mindedly tapping his chin with a hoof.

He didn’t have a pet, nor had he ever had one for a long stretch of time. He just didn’t understand the appeal. His friends, on the other hoof, did. They had pets, so they probably knew a whole lot about those critters.

That aggravated Suncloak. If his friends ever got into a conversation about pets, he couldn’t even join in! They all had some kind of surrogate family member, and he didn’t! How was that fair?

He froze as he realized something. His friends had pets, he didn’t. That was a pretty big difference! Would he fit as well as he could if he didn’t have a pet? Maybe his friends would start alienating him. How could he understand how they lived, after all? He’d be without friends! He’d starve!

Suncloak bit on his hoof, distressed. He’d have to leave town, build up a new life for himself... again! But wait, that wouldn’t work. He still wouldn’t have a pet, he’d get in the same situation!

In a bout of clarity, he realized something. Of course! The only, obvious answer! There was only one way to avoid losing his friends. He enthusiastically threw the window open.

“I, Suncloak, will get myself a pet!” he proudly announced to the entirety of Ponyville.

“Be quiet! Some ponies are trying to sleep!” a voice shouted angrily somewhere in the street.

Suncloak groaned as he closed the window. “Ugh, some ponies. Can’t a changeling make a little noise once in a while?”





The next morning, Suncloak ran through the streets of Ponyville. No time to waste, he had to get a pet as soon as possible. His life depended on it! Luckily, there weren’t that many ponies in the streets right now, since it was still very early.

Suddenly, still some distance away, Derpy Hooves landed in the street, wearing a pair of brown saddlebags. Her face lit up as she looked in the changeling’s direction. “Hi Suncloak!”

Suncloak instantly planted his hooves on the ground, skidding to a halt right in front of the grey pegasus. “Hey Derpy,” he said. He didn’t have time for this! However, he couldn’t just leave. That’d be somewhat rude. “What’re you doing up so early?”

Derpy threw an uncertain look toward Suncloak. “Uh, my job? Delivering the mail?” She took a small stack of letters out of one of the bags with her mouth and deposited it into a nearby mailbox. “Why’re you up so early?”

“I’m headed for Fluttershy’s house so I can ask her if she can get me a pet,” Suncloak said, starting to run in place. He had to get going as fast as possible.

“Really? That’s amazing!” Derpy said, excitedly flapping her wings. “So what kind of pet are you getting?”

Suncloak paused for a bit. “I don’t know. Anything will do, I just want a pet!”

This seemed to surprise Derpy, for some reason. “Anything? Suncloak, how much thought did you put into this, exactly?”

Suncloak paused for a moment, confused. “Uh, I spent an entire... half an hour, or something, last night, thinking. Why?” He didn’t know what to make of Derpy’s reaction. Possibly a side effect of her having a pet and Suncloak not having one. All the more evidence that he had to get a pet as soon as possible!

“I mean, are you really sure about this? A pet is a big responsibility.” Derpy answered. She didn’t seem convinced that Suncloak put enough thought into this. It was already happening! A rift between them! Some reassurance was needed...

“Look, I’m as sure about this as about the fact that I have holes in my hooves,” Suncloak said. He held up a hoof and peered through one of its holes at Derpy. “See? Absolutely sure.” He put his hoof down again and walked past Derpy. “Don’t worry, I know what I’m doing.”

Derpy hopped up, calmly flapping her wings to keep up with the changeling. “I don’t know...” She put a hoof to her chin, thinking. “Don’t you think you’re being a little bit too hasty about this?”

Suncloak halted. “Hasty?! My life depends on this! I have to act fast!” Swiftly, he added, “Besides, it’s not like some pet can bite my face off or anything. Right?”

Derpy muttered something about ‘slightly over dramatic’ under her breath. “Well, I don’t know how most animals react to changelings, but I don’t think they’ll do anything like that.” She thought for a few moments, and ultimately let out a sigh. “I don’t even know if Fluttershy is awake yet, to be honest.”

Oh, right. It was pretty early, after all. Suncloak slumped down. “So what do I do if she’s not awake? I have to get a pet, as soon as—”

“Yes, yes, I know, it’s really important,” Derpy interrupted him. “You remind me a bit of Dinky, to be honest.”

That thought made Suncloak cringe. Him, similar to a foal? Eeeuuugh. Surely, Derpy must be even crazier than he already thought.

“Why don’t we ask Vinyl, Lyra and Bon Bon if they can help us find a pet for you this afternoon?” Derpy suggested.

Hmmm. Suncloak had to get a pet as soon as possible... but if his friends were to help, he might find a better pet, plus it was an excellent thing to do together. He weighed both options against each other in his mind for a few moments. “Well, okay,” he said. While it was important that he get a pet fast, nurturing his friendship with others was important too.

“Great!” Derpy said, excitedly clapping her hooves. “I’ll go get the others, and we’ll meet you at Fluttershy’s cottage in a few hours, okay?” She hopped up and started hovering. “But first, I have to finish my rounds. See you later!” she said as she took off.

As Suncloak said his farewells, he noted that he now had a few spare hours. And where else to spend them but the boring streets of Ponyville? Great, just what the changeling was looking forward to, another boring slog through town.





“Hellooo? Chickens?” Lyra almost shouted into the chicken coop, only the front half of her body sticking in. “Are you there? Bawk b—”

The energetic unicorn was suddenly interrupted by something fiercely tugging on her tail, pulling her out of the chicken coop and eliciting a surprised yelp.

Bon Bon spat out her housemate’s tail. “Lyra, please don’t scare the animals. Fluttershy very kindly gave us access to her garden, because she trusts us not to scare the living daylights out of everything.” She walked over to the chicken coop and pointed inside with her hoof, showing some rather distressed chickens. “And what’re you doing?”

“Saying hello?” Lyra said with an apologetic grin. Upon receiving a disapproving look from Bon Bon, she hastily said, “I’m sorry! We were here a few days ago but it’s still all so exciting! Look at all the animals! There’s bunnies and cats and insects and birds and all the stuff in between!” she said, rapidly pointing at a variety of critters. “But, uh, I’ll be a bit more calm from now on.”

Satisfied, Bon Bon went over to Derpy and Suncloak. “She’s like a foal in a candystore. Which, funnily enough, is how she always acts back home, seeing as I make candy every day.”

Suncloak scratched the back of his head. Was this still such a good idea? He still needed a pet, but he was starting to doubt if the help of his friends would be very useful. “So, uh, how’re we going to do this, exactly?”

“Well,” Derpy piped up, “how every pony finds a pet, of course!”

Suncloak gave her a confused look. “And you do that how, exactly...?”

“How else? By singing a song, of course!” Derpy took a deep breath, and...

Suncloak quickly plugged up her mouth with one of his hooves. “No! No singing! I can’t— I mean, we shouldn’t sing!”

Overhearing their conversation whilst looking at some animals, Vinyl decided to join them. “Why shouldn’t we? You have two musicians here,” she said, pointing at herself and Lyra, “and a pony who can do some pretty amazing things with her voice.” She pointed at Bon Bon, who blushed and muttered a very flattered denial under her breath. “Derpy is a really good singer as well, and I would really like to hear a changeling sing, to be honest. Please?”

Derpy tried to say something like ‘Yeah, why?’ but Suncloak’s hoof in her mouth was preventing her from doing so. It came out as a garbled “Mwuh whuh?”

Suncloak removed his hoof with a quick apology. Gross, it was covered in drool! Then again, that was expected to happen when you jam your hoof into someling’s mouth. He quickly shook it off, searching for a reasonable excuse. “Well... I... my singing is... really, really, really... special?” he said with a large, fake grin, hoping the others would buy it. “It’s so special, in fact, that... it would detract from the overall experience?”

Bon Bon gave him a surprised look. “Special? Are you saying it’s really good? The best in your hive, or something?”

Suncloak tapped his chin with a hoof. Not the one that was previously covered in drool, that would be disgusting. “No. According to the rules, Queen Chrysalis is the best singer in the hive, no exceptions. I’d say my singing was... notorious. Yes, that’s the word. Notorious. So notorious, in fact, that after singing only once, I was banned from singing. Forever.” No, that hadn’t exactly been his finest moment. Seeing as his life had been filled with not-so-fine moments, that was saying something.

“Well, maybe some other time then,” Bon Bon said. “Let’s look at some pets, shall we?”

Phew, another potential crisis averted.

“So, where do we start?” Suncloak asked. Somewhere in the back, he could see large animals, like a bear or a large cat, and if he looked closely at the ground, he could see a colonne of ants and other such insects walking around. “There sure are a lot of animals here...”

Derpy flew up to a tree, checking its branches. “I already had the perfect idea! I thought I saw it sitting in this tree, but I can’t find it anymore.” She flew around the tree, checking branch after branch. After checking the whole tree two times, she found what she was looking for. She carefully picked it up and flew back to present it to Suncloak. “Tadaah!”

In her hooves was some kind of grey reptile, with two eyes that almost constantly pointed in two different directions. Seeing the grey, wall-eyed pegasus holding this creature was actually pretty amusing, as they had an uncanny resemblance toward each other.

However... “It’s kind of boring,” Suncloak said. “I mean, I haven’t seen a grey reptile before, but is this all it does?”

“Just wait, I think you’ll like this,” Derpy said, flying back over to tree, prompting Suncloak to follow her. Once there, she placed the reptile on the side of tree.

Slowly, the creature turned the exact same shade of brown as the tree itself.

Suncloak could only look at it, stupefied. What kind of magic was this? Was this some kind of changeling version of animals?

“Isn’t that amazing? It’s called a chameleon,” Derpy told the surprised changeling. “I thought, you can change your appearance, chameleons can change their appearance, it’s a perfect fit!”

Suncloak attempted to pick the chameleon up, missing two times before he could actually touch the well-camouflaged reptile. Once in his hooves, the creature slowly turned black. How uncanny! Suncloak then put it down on the ground, where it slowly turned green to match the grass around it.

“Hey, what’re you two looking at?” Vinyl suddenly asked from behind the changeling.

Suncloak turned around to face her. “Oh, we were just checking out this chameleon. It can change its colours and everything!” He whirled back around, pointing at the critter. “Look! It’s...” Not there anymore. “It’s gone!”

Where moments ago, there had been a green chameleon in a patch of grass, there was now just a patch of grass. “It was here just a moment ago,” Suncloak said, panicking, “it can’t have gone far!” And hopefully, it hadn’t. Who knows what Fluttershy would do if he lost one of her pets!

Well, be very sad and very disappointed, most likely. But that might lead to... to her not wanting to be friends with Suncloak anymore! It’d be terrible, horrible, catastroph—

“Suncloak, it’s sitting right in front of you,” Derpy said, picking up the chameleon, who hadn’t moved from his spot at all. Once in her hooves, the reptile slowly turned grey again.

“Oh,” was all Suncloak could say to that. “Camouflage. Of course.” Okay, now he just felt silly.

“Maybe this isn’t such a good idea,” Derpy said, “I don’t think you’d want a pet you’d lose all the time.” Suncloak begrudgingly agreed as Derpy placed the chameleon back in the spot she found it.

“It’d cramp my style anyway. There’s already a shapeshifter in my house, and that chameleon isn’t even that good at it,” Suncloak said in an attempt to come up with slightly better reasons not to take the reptile. Plainly saying ‘I’d keep losing it’ just sounded slightly embarrassing.

“Well, maybe you’ll like what I found better,” Vinyl said, shortly thereafter adding, “but you might wanna remove that thing that just landed on your horn.”

“Do what now?” Suncloak asked, baffled. He didn’t feel anything on his horn! Looking upwards cross-eyed, however, revealed that something green was sitting there. “What is that?”

Derpy held out a hoof to the changeling’s horn, urging the little creature on it. She held it a bit closer to take a look. “Looks like a big moth,” she said, but before she could show it to Suncloak, it hopped off of her hoof and onto the changeling’s horn again. “I think it likes you.”

“To be honest, the feeling is not mutual,” Suncloak said, poking the moth with a hoof. To his surprise, it hopped on.

As Suncloak took a closer look, it surprised him how large the moth actually was. Its wingspan must’ve been bigger than his own face!

“Wow, that’s pretty big,” Vinyl said, “I’m surprised you didn’t feel it sitting on your horn. I’ve never seen such a pretty moth before, though!”

Well, Suncloak wouldn’t have used the word ‘pretty’ to describe it. The moth had large, green wings with brown, eye-like spots. Its body was covered in white fur and its legs were all brown. It had two leaf-like antennae and two beady black eyes. Not exactly the best-looking insect the changeling had ever seen. At least not as good-looking as changelings themselves, since it was white. Yuck.

“Well, shoo, go away,” Suncloak told the moth, waving his hoof about. “Moth, I’m looking for a pet here. You’re not making this any easier on me.”

Very hesitantly, and with a surprisingly dejected look, the moth retreated to a different part of the garden.

Suncloak sighed. First crazy ponies, now crazy insects. All he needed was a crazy pony-insect hybrid and his life would be complete!

Vinyl watched the moth leave. “Funny little thing. But I got something cooler!” She pointed at a completely black bird, perched on a nearby fence. “It’s a raven!”

Suncloak approached the bird. “And what’s so special about it?”

The raven was cleaning its feathers, clearly uninterested in the changeling. It gave him a short glance before returning to the far more important task of personal grooming.

“Well, it’s black, just like you,” Vinyl said, “and it can fly, just like you. Oh, and ravens are really smart!” She turned to the bird, which was still deeming its feathers far more interesting than the ponies. “Right? C’mon, you can show Suncloak how clever you are, right?”

The bird stopped grooming itself to look at the white unicorn. It waited for a while, apparently in deep thought, before disdainfully rolling its eyes and turning to Suncloak. It unfurled one wing, pointing to somewhere behind the changeling.

Suncloak rolled his eyes at the bird. “Wow. You can point. Congratulations.”

The raven pointed again, this time more insistently.

“What, you want me to look over there?” Suncloak asked, turning his head. “I don’t see an—” he started to say, but was interrupted by something hitting him in the back of the head. He looked back at the bird, who was staring innocently at him, wing still extended. “Ow. What was that?”

The raven pointed in a different direction, still somewhere behind the changeling.

Suncloak growled and turned his head. “I swear, if I find the thing tha—” Another whack to the head interrupted him. Indignantly, the changeling turned his head back to the bird. “Agh! If whatever it is that’s hitting me in the head would stop, then I can look at what you’re pointing to!”

The raven, on the other hoof, was now burying its face into one of its wings, wheezing some kind of hiccuping caw. Almost like it was laughing, although Suncloak had no idea why it’d do that. Physical harm is no laughing matter!

Vinyl Scratch politely coughed. “Uh, Sunny, he’s the one slapping you.” She gave the bird a piercing stare. “And that isn’t very nice, is it?”

The bird shrugged and smugly turned its head up, almost like it was trying to say something like, ‘What? You wanted me to show him how clever I was and I did.’

The white unicorn and the black bird then stared at each other for a few moments, until Vinyl suddenly started flailing her hooves about, scaring the raven out of its wits and causing it to fly off. “Jerk.”

Suncloak turned away in disgust. “Bah. I never liked birds anyway.” Well, except parrots. Lyra and Bon Bon’s pet was actually a pretty cool bird. This raven, on the other hoof, was an obnoxious jerk. Not only did it remind him too much of other changelings, it would also probably be a pretty lousy housemate.

The back of his head was feeling pretty sore. Who knew a bird could have such a mean slap? As he reached behind his head with a hoof to rub the sore spot, he felt something hairy. “What in the hive...?” He tried flicking it off, but instead, it placed itself on his hoof.

After pulling his hoof back to check, Suncloak could see that it was the same white-and-green moth that had been bothering him earlier. The changeling sighed. “We’ve been over this. I’m looking for a pet, and you’re bothering me.” He waved his hoof about, but the moth wouldn’t budge. This critter was uncannily clingy, which reminded Suncloak of most grubs back in the hive. And particularly unattractive female changelings, for some reason.

Rolling his eyes, Suncloak hopped up and hovered over to Fluttershy’s house. He could have walked, but his hoof was pretty occupied with holding a moth right now. And he wasn’t going to let said moth get close to his head. Who knew what it could do to the sore spot on the back of his head? If it were anything like changeling grubs, it’d probably give Suncloak a headache or two.

As he politely knocked on Fluttershy’s back door, he looked at the moth again, who was giving him a confused look. “I’m just going to ask Fluttershy about you, and how I can get you to leave me alone. You can bother me after I’m done here, okay? I’m on a vitally important mission here.”

The top half of the door opened to reveal the pink-maned, yellow owner of the house. “Oh, hello, Suncloak. Is everything okay?” Fluttershy, as always, spoke softly, and partly concealed herself behind her long mane.

“Well, I haven’t found a pet yet, but this moth has been following me around,” Suncloak said, pointing at the mentioned insect. “It’s being kind of annoying, so how can I get it to stop bothering me?”

Fluttershy looked at the moth, confused. “A luna moth... But that’s Emerald. She doesn’t even like being around ponies that much.” She absentmindedly rubbed the side of her head in thought. “She usually avoids anypony except me.”

Suncloak looked back and forth between Fluttershy and the moth, apparently named Emerald. “Luna moth? As in the princess? And can’t you politely ask her?”

Fluttershy scratched the side of her head, giving Emerald a critical look. “Well, she is nocturnal, so... I guess?” She cleared her throat demonstratively, causing the moth to turn around to face the timid pegasus. “Emerald, would you please leave Suncloak alone for a bit? You see, he’s very busy...”

Emerald sat still, looking like she was mulling this over for a bit. A few times, she made a motion as if to leave, but decided to sit still.

“Huh? I know she can be a bit stubborn, but...” Fluttershy started, surprised. “Maybe you could—”

“Suncloak!” Lyra came galloping toward the two, clearly very excited about something. “You gotta come take a look at this!” She came to a perfect halt just beside Suncloak, but not before scaring Emerald half to death, causing her to fly away.

Suncloak paused for a moment. “Well, that was convenient.” Lyra, local scourge of insects. Very, very useful indeed! “What’ve you got for me, Lyra?” If ponies like Derpy and Vinyl couldn’t find a suitable pet for him, maybe a more crazy pony like Lyra could. Of course, she had Bon Bon to even it out a little, but it’d probably work.

“You’ll love this,” Lyra said, leading the changeling away. “Come on, come on!”

“—have Emerald as your pet,” Fluttershy finished, sighing. “Oh, I just hope Suncloak can find a nice pet,” she said to herself.

Meanwhile, Lyra was already dragging Suncloak toward the next candidate for a pet. Figuratively dragging, of course. Although Suncloak didn’t doubt she would actually drag him somewhere, if needed.

Bon Bon joined them, carefully approaching her energetic unicorn housemate. “Lyra, are you really sure this’d be a good pet for Suncloak?”

“Pfft, of course, just look at how amazing this pet is,” Lyra answered, pointing to the animal in question.

It was a pinkish thing, covered in black hair over its whole body, except for the wrinkly feet, hands and face. It was currently munching on a banana.

“A... monkey?” Suncloak asked. An... odd choice, to say the least. He was actually pretty interested to hear Lyra’s reasoning behind her pick.

“A chimpanzee, actually,” Lyra answered, positioning herself next to the ape. “And just look what it can do!” She sat down and struck an elaborate pose, nodding towards the chimp.

The ape, somewhat disinterested, finished its banana, dropping the peel on the ground. With a bored look on its face, it copied Lyra’s pose exactly, creating a pair of fists to mimic her hooves.

Lyra struck another pose, and the chimpanzee soon followed. “Isn’t it funny?” She changed her pose again, and the ape followed suit.

“So... you chose it because... it’s good at monkeying around?” Bon Bon asked. “Though, I guess it’s not really ‘monkeying’ around, because it’s an ape.”

There was a difference between monkeys and apes? Huh. “It’s not really impressive,” Suncloak said. That chimpanzee was worse at blending in than that chameleon, so Suncloak probably wouldn’t lose it. But really, an ape?

“Well...” Lyra started, breaking her pose to tap her chin. The chimpanzee didn’t mimic her, instead scratching itself on the head. “I couldn’t find anything better,” Lyra continued, “and I sorta got distracted by his fingers.” She started scratching herself on the head, accidentally copying the ape.

“Well, looks like we’ve got two copycats now,” Bon Bon said with a smirk. “Or should I say, copy-apes?”

Lyra indignantly pointed a hoof at her housemate. “Hey, I’m not a monkey! Or an ape, or whatever!” She peered toward the chimpanzee next to her, who had already struck the same pose in advance. The minty green unicorn growled, drawing a short laugh from Suncloak. It was actually pretty funny if he wasn’t the one being embarrassed by these animals.

Bon Bon started giggling. “No, I’m pretty sure we lost Lyra somewhere. Hey Suncloak, maybe we can ask one of these chimpanzees where she went.” Suncloak could only laugh in response. Laughing at his friend at her expense did feel a little bad though, even if it was a common changeling hobby.

“Bon Bon!” Lyra whined, pouting. “Look, I’m a pony, I’ve got hooves and everything, and I can do magic! Chimpanzees can’t do magic.” She demonstrated this by picking up the banana peel which the chimpanzee dropped with her magic, waving it about demonstratively.

In response, the chimpanzee made a clearly unimpressed “Pfft,” almost as if it was implying it was capable of magic. It presented the back of one outstretched hand to the ponies and changeling. With an exaggerated motion, it wrapped a finger of the opposite hand around the thumb. And then...

It just pulled the thumb straight off.

Lyra, Bon Bon and Suncloak stared wide-eyed at the ape in surprise for a few moments. “Whoa! It just pulled its own thumb off! How the hay did it do that?!” Lyra shouted excitedly.

“Wow,” Bon Bon said. “I guess chimpanzees can do magic.” After a few moments, she added, “Though I don’t know if that’s magic or just really, really gross.”

Suncloak, on the other hoof, felt like hurling. That was not normal! Limbs are not for pulling off like that! It was... it was... even thinking about it made him feel sick.

“Hey, wait a second,” Lyra said, taking a closer look at the chimpanzee, who was now re-attaching and removing its thumb repeatedly with an incredibly smug look on its face. “He’s just bending his fingers and stuff to make it look like he’s pulling it off! Cheater!”

Probably feeling insulted, the chimpanzee took off. The magician’s integrity applied to apes as well, it seemed.

“Well, I don’t think I’d want a pet that could make me feel sick by doing something like that,” Suncloak admitted, still feeling a little green around the cheeks. Luckily, that moth, Emerald, wasn’t here to annoy him again. He really didn’t need that right now.

“Next pet, then?” Bon Bon asked. “I think I have just the thing for you, Suncloak...”





“I really don’t think we can find the right thing for you, Suncloak,” Bon Bon said. Her eyes drooped a bit, which wasn’t surprising, seeing as the ponies and changeling had been in the animal-filled garden for quite a few hours now.

“Yeah, we’ve been over a bazillion pets,” Vinyl said, about as tired as the others. Which, on the other hoof, was actually surprising. The DJ often spent long nights at clubs, so seeing her exhausted was a very rare thing.

“And there was that moth that kept popping up,” Lyra added. She was the only one who wasn’t tired, something Suncloak attributed to her boundless energy.

“Either they don’t like you, or they’re unsuitable,” Derpy added with a sigh. “Maybe a pet isn’t something for you, Suncloak.”

“No way! Impossible!” Suncloak blurted. If he couldn’t get a pet, his life would be over! Ruined! If he couldn’t get a pet, his friends would surely abandon him, and he could never let that happen! “I have to get a pet, I just have to!”

“You know,” Lyra said, pensively tapping her chin, “you never told us why exactly it was so important you had to get a pet, other than that your life depended on it. Or something.”

That was... surprising. Did they really not know why Suncloak wanted a pet so badly? Wasn’t that obvious? “You all have pets, I don’t. How can we be friends if I’m the only one who doesn’t have a pet? If I don’t get one, I’m doomed!”

The others stared at him in utter surprise. Apparently, they really didn’t consider this line of thought before. In that case, it was good that they were now alerted to it, and aware of Suncloak’s problem. They could help him even better, now!

“Suncloak, sweetie, that’s ridiculous,” Bon Bon said with a caring smile.

Wait, what?

“Yeah, you don’t need to have a pet for us to know that you’re a pretty cool guy,” Vinyl added.

Uh... oh. “So... it’s not important at all?” Suncloak asked, seriously confused.

“Of course not!” Derpy answered. “It doesn’t matter if you have a pet or not. We already became friends with you because of who you are, right?”

“Yeah!” Lyra added. “You’re the coolest changeling in Ponyville I know! Well, you’re the only changeling in Ponyville that I know of. But still, just because you don’t have a pet doesn’t mean I don’t wanna be friends with you anymore.”

“Oh.” Suncloak felt his cheeks become a bit hotter. “Well, uh... I suppose this was all a bit useless, then.” And also, pretty embarrassing. He’d been wrong all this time, and now he’d dragged his friends to some futile endeavor.

“That doesn’t matter,” Bon Bon comforted him. “We had fun! Right, girls?” After the others nodded in agreement, she headed towards the garden’s exit. “Let’s go and thank Fluttershy, and then we can go home, okay?” The others joined her, quickly walking around the house.

At the front of the house, they already ran into Fluttershy, who was just finishing tidying up some feeding supplies. When she noticed the group of ponies and changeling, she timidly went over to them. “Did you find what you were, um, looking for, Suncloak?” she asked softly.

“No,” Suncloak answered flatly.

“Oh, I’m sorry,” Fluttershy said, sounding a bit distressed, “weren’t they nice to you? You can come back later, and I’ll make sure you can find something,” she continued, becoming continuously more panicked.

“No, no,” Suncloak said, careful to not upset the fragile pegasus any further. Not only would that be exceptionally rude, he probably couldn’t take upsetting the poor mare. “It turns out a pet isn’t something for me. I thought it’d be really important to have one, so my friends would like me more, but that turned out to be about as nonsensical as telling a grub that holes in your hooves are useless.”

Lyra held up one hoof to her face, silently comparing it to Suncloak’s hoof with an arched eyebrow. With a shrug, she put it back on the ground.

Fluttershy perked up after hearing what the changeling had said. “That’s wonderful, Suncloak. I’m glad you learned something so important.”

“Huh, you’re right,” Suncloak said, pensively looking toward the Everfree Forest. He had indeed learned something important, and about friendship, no less. “That reminds me, I have to go somewhere,” he said, turning to leave toward his house. He had an appointment to go to!

The others said their goodbyes as well, joining Suncloak to head toward Ponyville.

Little did they know, however, they were being followed...





“...and that has been your lesson for this week,” Suncloak finished.

Seven changelings were sitting in front of him, in varying degrees of deep thought. “That’s ridiculous.” #14, the only female changeling there, spoke up first. As always.

“Hey, who’s the resident pro at friendship here?” Suncloak asked. Not even giving the others time to react, he added, “Me, that’s who, and that’s how it happened. I already told you, friendship is weird like that.” The insanity of ponies knew no bounds. It was something Suncloak couldn’t tell his ‘students’ often enough.

“Uh, boss?” #21 asked, thoroughly annoying Suncloak. ‘Boss’ was not something he liked being called. “Why do you still have an animal with you, then?”

Oh, of course. Suncloak reached a hoof to his horn, allowing the moth sitting on the horn to hop over to the hoof. “Right, this.” Emerald, the thoroughly annoying moth that had been pestering him in Fluttershy’s garden, had followed him all the way home and had refused to go back. “She keeps following me around. Pretty annoying, actually. Her name is Emerald.”

#145, the changeling grub, hopped up and down to look at Emerald. “But she’s so pretty!” The moth, in response, flew over to the little changeling’s nose, perching right on top of it. “That tickles!” #145 said with a short giggle.

Huh. Emerald almost never let Suncloak alone, but she apparently had no problem with other changelings. In fact, when the other changelings came to take a closer look, she took her time getting acquainted with all of them.

“So, you took all of your friends to another friend’s house to find a pet, found out you didn’t need a pet to be able to keep your friends, but you have a pet anyway?” #14 summed up. “That sounds pretty hypocritical. And also, silly.”

“Pfft,” Suncloak scoffed, “a changeling who says my name is bad and then takes ‘Shining Nova’ as her pony name can’t tell me anything about hypocrisy. Or silliness. You sound like you’re Princess Celestia’s long lost sister! How many ponies were instantly suspicious of you, again?”

#14’s cheeks turned red. “Shut up,” she muttered.

Critiquing him for his name, and then taking something way worse herself. Other changelings could be the worst, sometimes.

“Besides,” Suncloak continued, “I didn’t take her as a pet. She just sorta forced herself onto me as my pet.” He never even asked for this. It’s like the moth suddenly decided she was his pet, for no reason whatsoever.

Well, he did tell Emerald that she could bother him after he was done at Fluttershy’s house, so the moth had, in fact, listened to him.

“So, are you gonna take it as a pet?” #21 asked.

“I suppose I’ll have to.” Suncloak grumbled. “I’ve tried everything to get rid of her. Forcefully returning her to Fluttershy, bribing her with food, disguising myself to hide from her...” He sighed. “I even asked nicely.”

The other changelings were pretty impressed by this. A changeling asking something nicely was a pretty rare thing, after all.

“Well, enough about Emerald,” Suncloak said, as the moth fluttered to his horn again. “I think that’s it for this week. You’re all dismissed, so go be friendly somewhere.”

After all the other changelings had left, Suncloak crossed his eyes upward to look at Emerald. “You really aren’t going to leave me alone, are you?”

Emerald shook her body ‘no’.

“And you’re just going to follow me around almost all the time?”

Emerald shook her body ‘yes’.

“Well, look, I haven’t told anyling in Ponyville about these other changelings yet, okay? So don’t spill the beans until I have. I just have to figure out how to tell them without them freaking out.”

Emerald did absolutely nothing.

“Oh, of course, you can’t talk. My bad.” Suncloak sighed. “Let’s just go home, okay? I’ll ask Fluttershy if I can keep you tomorrow.”

Emerald shook her body ‘yes’ again.

As Suncloak walked home, he thought back to how empty his house always felt. Looking up at Emerald again, he noted that maybe, just maybe, having her as a pet wouldn't be so bad.

> Episode 3: Little White Lies
> --------------------------------------------------------------------------


Little White Lies


“Hunter’s log, date... Thursday, I think. Me and my companions have delved deep into the Everfree Forest. It’s dangerous, but if we go through with this and find what we’re looking for, it’ll all be worth it.”

Lyra stuck her head out of a bush, wearing an explorer’s pith helmet. “In fact, I can smell our prey. It’s close.”

Vinyl Scratch’s head popped up out the bush right next to that one, wearing similar headgear. “Lyra, who the hay are you talking to?”

“Never mind that, I forgot why I’m here, myself,” Suncloak said, also sticking his head up out of a bush, this one on the other side of Lyra. He, too, was wearing a pith helmet, although not exactly voluntarily. “Also, it’s friday. And that’s the day, not the date.”

Lyra rolled her eyes. “I’m telling my documentation team what we’re doing, so they can write down our amazing adventures in a journal. If we fail, then someday, somepony will find it, and they can embark on a cool adventure! Duh.”

Vinyl and Suncloak looked at each other, confused. “So, are we this ‘documentation team’?” Vinyl asked. “I didn’t think I’d have to write stuff when Bon Bon told me she needed somepony to keep an eye on you in the Everfree Forest.”

“No, silly, there’s somepony else who writes everything down,” Lyra continued, causing Vinyl and Suncloak to give each other even more confused looks. They didn’t even bring another pony with them, who would she be talking about? “You’re here because Bon Bon wanted somepony to lend me a hoof, and Suncloak’s here because he promised!”

“I did?” Suncloak asked. He didn’t remember promising to risk his life by going into the Everfree Forest. Not only was it scary, and filled with dangerous creatures, it also reminded him of how he arrived in Ponyville in the first place. Not the most pleasant flight he’d had.

“Yeah, I asked you if you could change into a human for me, but you said you needed to see a live one, so we’re looking for one right now!” Lyra excitedly said. “It’s going to be so cool! Too bad we only had two helmets, though.”

Suncloak briefly touched the pith helmet on his head. Right, not a real one. He’d changed his appearance to make it seem like he wore one, so technically, it was physically a part of him. Lyra had insisted that it was vitally important they wore helmets like this, but Suncloak had no idea why.

But, indeed, he had told Lyra something along the lines of helping her out. If he’d known he had to go into the Everfree Forest to help, he probably would have said no. However, right now it seemed sort of rude to go back on his word, plus it was a good opportunity to spend time with his friends and get some of the friendship he needed so dearly to live.

“Right,” Suncloak said as he stepped out of the bushes, “we won’t find anything if we’re going to sit around here like this. Let’s go.” He picked a random direction and walked, stopping for a bit to part some bushes, Vinyl joining him to look at what was on the other side.

They could see some kind of fairly large wood-like creature, curled up and softly sleeping. In fact, when looking more closely, they could see there were actually a lot more, disguised as random bits of wood. “Oh, look, sleeping timber wolves,” Vinyl said softly. “I hear those are really dangerous. Vicious, sharp fangs and claws, all that. Pretty cool, if you ask me.”

Upon hearing that, Suncloak instantly took about twenty paces back. Nope, nope, nope, he wasn’t getting anywhere near close to beasts like that. “Pretty cool?!” he hissed. “Those things will tear us apart if we wake them up!”

“Nah,” Vinyl said coolly, “their bark is worse than their bite.” She paused for a moment. “Though I guess that means they have a pretty tough skin.”

Lyra walked past the two of them, creating a suitable forest path with her telekinesis. “We’re looking for bigger game here, you two.”

Suncloak and Vinyl complied, following the mint green unicorn through the woods. They’d already found their first dangerous species, so it was only a matter of time until they found something bigger and meaner. All in all, an exciting prospect for any changeling or pony. At least they’d be okay so long as they didn’t disturb anything.

These ponies were absolutely insane, and Suncloak was insane for being friends with them. What else could he be, after going into what was probably one of the most dangerous places in Equestria, with only two friends and no means of protection? He really hadn’t thought this through very well. Why, any moment now, they could encounter something like a swarm of parasprites, or a cockatrice, or something more dangerous! And I just agreed to go, Suncloak thought to himself, I must have some kind of death wish.

Suncloak, not paying attention to the ground at all, suddenly found his front hoof falling away. With a sudden rush of air, he found himself tumbling head over hooves with a surprised scream, flailing his limbs about every direction he could. Before he could think of using his wings to stop his fall, he hit a body of cold water, sinking down.

Luckily, changelings were taught at the hive how to swim, even though the holes in their hooves weren’t actually useful under water. As his head breached the surface of the water, he spewed out some water in an arc and took a gasping breath.

“Suncloak!” he heard Lyra yell from above, “Are you okay?”

“I’m o-okay,” Suncloak answered with chattering teeth. This water was really, really cold! Luckily, the pool wasn’t too big, so he quickly found himself at the nearest edge, where he pulled himself out onto some rocks. He looked up to see both Lyra and Vinyl staring down at him through a roughly pony-sized hole.

Vinyl let out a sigh of relief. “Can you fly up?”

Suncloak, shivering all over because of the cold water, tried buzzing his wings. No dice; they were too heavy to use. “My w-wings are too w-wet,” he said. After shaking his whole body to get rid of most of the water, he tried again, but still couldn’t take off. “C-can’t you p-pull me up?”

Lyra and Vinyl looked at each other for a moment, thinking. “Maybe,” Lyra said. “Lemme try.” She scrunched her face up in concentration as her horn started glowing. After a few moments, she let out an exhausted gasp, halting her efforts. “I can’t reach you with my magic, sorry!”

Vinyl tried the same, but found that her reach was too short as well. “Sorry, Suncloak!” she shouted down. “Can you see a way out?”

Suncloak cautiously looked around. He was in some sort of large rocky cave, with the pool of cold water roughly in the middle. There were odd mushrooms here and there, but more importantly, there was a source of light on the other side of the cave. “I think I see an exit,” he told Lyra and Vinyl. “It’s over there,” he said, pointing in the direction of the light.

Vinyl tapped her chin with a hoof for a bit. “Okay, how about me and Lyra go that way, and we’ll meet you there. That sound good?”

Suncloak nodded, as he didn’t see any other option besides waiting for his wings to dry. However, staying put in a cave in the Everfree Forest didn’t really seem like a good idea. If anything lived here, it might come back soon. Not something the changeling was willing to find out, to be honest. “I’ll s-see you there,” he told the two ponies above him.

“Alrighty!” Lyra said, putting a hoof to her head in salute. “Meet you there, Suncloak!” With that, both her and Vinyl headed off in the direction Suncloak had indicated.

Suncloak didn’t immediately leave, but lingered for a bit. This cave gave him the chills. Not because of the water, since he’d already left the pool, but because it reminded him of the changeling hive. Except the hive didn’t have a swimming pool, and it had a lot more green gunk lying around.

Oh, and there was a total lack of other changelings in this cave. That’s a pretty big difference, too. In fact, that made this cave all the much better in Suncloak’s book. Other changelings could be the worst. Well, except the few who had come to Ponyville a few weeks ago. They were sort of endearing in how they slightly looked up to him in that mocking, jerkish changeling fashion. Or that could've just been Suncloak's imagination.

As Suncloak started moving towards the exit of the cave, an idea popped into his head. Maybe, if no dangerous beasts had taken up residence in this cave, he and the other changelings could use this as a gathering place! At least it’d be better than meeting up at the edge of the Everfree Forest, right?

However, when he got to what he thought was the cave’s exit, Suncloak had to pause for a moment again.

He was, in fact, not outside, but in a different, smaller chamber. This one had a large crack spanning the length of the ceiling, probably too thin to fly through. It spread a dim light throughout the whole cave, revealing an abundance of flowers on the cavern floor. Luckily, there was still an exit on the other side, showing a bit of light.

Suncloak walked through the large patch of flowers, amazed at just how many different ones there were. Almost shiny, ugly white ones, blue ones with dark blue streaks which tickled when the changeling’s hooves brushed past them, strongly-smelling yellow ones, thorned red flowers... Any pony would have called it beautiful. Changelings not so much, but Suncloak couldn’t deny that it was at least pretty.

Wasting no more time, Suncloak left the chamber, which led him to a narrow path leading up. Though it felt a bit claustrophobic, it didn’t last very long. Once at the end, the changeling found himself having to crawl through some bushes until he could finally stand up and take a look.

However, Lyra and Vinyl weren’t there yet. Looking around, perhaps a bit more frightened than he’d like to admit, Suncloak couldn’t see them anywhere. “Lyra? Vinyl? Where are you?” he called out into the woods.

“Suncloak?” he heard Lyra calling out from somewhere in front of him. Moments later, both her and Vinyl appeared. When she saw the changeling, her face lit up. “Ohmigosh you’re all right!” she leapt towards Suncloak, wrapping him in a tight hug. “We were so worried! Are you okay?”

“I’m okay,” Suncloak said with a smile, incredibly glad he found his friends again. “Wet and a bit cold, but okay.” Gently, he tried to pry Lyra off, but failed. Not that he wasn’t happy they found each other, but he just wasn’t a very huggy changeling.

Vinyl let out a sigh of relief. “We totally walked past this place, we didn’t even see a cave. Thank Celestia we didn’t go much further yet.” She went up to Suncloak and gave him a hug, although far calmer than Lyra did. “Don’t you go falling into any more holes, Sunny. That was pretty scary!”

“Eugh,” Suncloak said, not used to this much hugging all at once. “I’m happy to see the two of you too. That cave wasn’t too scary, though.” Well, unless you were really afraid of rocks and flowers. Let’s just get...” He trailed off, interrupted by something tickling in his nose. “ACHOO!” the changeling sneezed, causing the other two ponies to back away slightly.

“Uh oh,” Lyra said, “let’s go home before you catch a cold. My friend’s health is more important than my silly quest, anyway.”

Suncloak agreed, sniffling. He didn’t want to get sick, of course.

“Yeah, I’m getting pretty tired,” Vinyl said, “plus the Everfree Forest still kinda creeps me out. Let’s get back to Ponyville, then we can take off these hats.” She tapped the pith helmet on her head a few times. “No offense, Lyra, but this thing is messing up my mane.”

Suncloak realized he had his helmet still on as well. Not really on, per se, as it was part of him, but he hadn’t changed himself to get rid of it. With a whirl of green flame around the changeling’s head, it disappeared.

Relieved, the three of them went home. Luckily, nothing bad happened on their little excursion into the Everfree Forest. Suncloak had at least expected something to go wrong very badly, considering the two ponies he had joined, but he was pleasantly surprised. He only fell into a hole and got wet, that wasn’t so bad.





“I’m home!” Derpy called out as she closed the door of her house behind her. She took her mailbags off her flanks with her mouth, expertly throwing the bags at a hook on the other side of the small hallway with a flick of her head.

With an anticlimactic ‘thwap’, the bags hit the wall, well out of reach of the hook Derpy was aiming for. Well, at least this throw was done more expertly than earlier ones. She only missed the hook by about two meters this time! Diligently, the mailmare went over to the bags to neatly hang them up on the wall anyway.

“Yay, mommy’s home!” a voice called out from the living room, adjacent to the hallway Derpy was now standing in. It was a voice that was very familiar to the grey pegasus.

It belonged to a pale violet unicorn filly with a golden mane, tail and eyes, who burst into the hallway, flinging herself around the mailmare’s neck with a gleeful shout.

“Dinky!” the mare called out, recoiling slightly from the impact. “How is my little muffin? How was your day?” she asked, pulling her daughter closer for a hug.

“Kinda boring,” Dinky said as she released her mother from her grasp. “Dad had to leave early because of some timey-wimey emergency again.”

Derpy chuckled. “And everypony says being a timekeeper is incredibly boring.” Oh, they had no idea how exciting the life of her husband was. Clocks were serious business, and the adventures one could have repairing them were utterly ridiculous, suited for only the most adventurous of ponies. That’s what Derpy found so cute about him, after all.

“So I was home alone for a little while, until you came back, but nothing happened,” Dinky continued. However, her eyes widened as she remembered something. “Oh, but Mr. Suncloak from next door was making a lot of noise this morning!”

That surprised Derpy. Sure, Suncloak did some weird things once in a while, but hey, he was a changeling. Ponies barely even knew about them before the Canterlot invasion, and now one of them was living in Ponyville. There were bound to be some cultural misunderstandings. “A lot of noise how?” Derpy asked. “Angry noise, panicky noise, or just regular noisy noise?” She walked past her daughter to the living room. The hallway could feel so small with two ponies in it, especially to a pegasus like her.

Dinky thought for a moment as she followed behind her mother. “Panicky noise, it was definitely panicky,” she said.

“Huh,” Derpy said as she sat down on the living room couch. “I don’t think he ever makes panic noises. Do you know why he would suddenly panic?” she asked Dinky.

“I, um...” Dinky started, as she looked down and kicked at the ground with one hoof. “I... didn’t ask.”

Derpy sighed. “Dinky, I know you think he’s a little bit scary,” she said as sweetly as she could, “but he’s very nice! Your mommy has weird eyes, and he just has a weird body, and weird magic, and a weird culture...” She stared blankly ahead for a moment. “Okay, everything about him is a bit weird. But he’s the only changeling in Ponyville, don’t you think he’s just as scared of us?”

“Well, yeah,” Dinky admitted, “but he really made some loud noises this morning! Something must’ve really spooked him.”

“How loud and panicky are we talking?” Derpy asked. “Regular ‘I-can’t-find-what-I’m-looking-for’ panic or ‘the-world-is-ending-aaah’ panic?”

“Worse,” Dinky answered, “he sounded kinda like you when we’re out of muffins and Sugarcube Corner is closed.”

Derpy gasped loudly. That bad?! “Oh no, whatever happened to him must be absolutely terrible! Just horrible, unimaginable...” The poor mare shuddered in horror. “I don’t even want to think about it!”

Dinky gave her mother a deadpan look. “Mom, I think you’re overreacting a little.”

“Nonsense,” Derpy said, being oddly serious, “you’re just a little filly, you don’t understand yet. You will when you’re older, okay?” She went back to the hallway, followed by her daughter, who was visibly annoyed with the age-old ‘you’ll-understand-when-you’re-older’ excuse. As Derpy opened the door, she said, “Let’s just go check up on him, make sure everything’s okay.”

With that, she took off, made a U-turn, and promptly slammed into Suncloak’s front door. “Ow,” the now even more wall-eyed pegasus mumbled to herself. Stupid depth perception.

Dinky, on the other hoof, took the long way around, walking out of the garden in front of the Hooves family’s house and properly walking up to Suncloak’s house and her mother, who was currently collapsed on the ground. “Um, are you okay, mom?”

“I’m okay,” Derpy said as she picked herself up, “I was just knocking on the door.” Demonstratively, she raised a hoof to knock, but a shuffling sound behind the door interrupted her.

“Yes?” came Suncloak’s voice from behind the door, sounding muffled, yet strangely calm. Derpy had at least thought he’d be shaken, considering how panicked he must’ve been.

Even stranger was that he hadn’t opened the door. “Hi, Suncloak. Could you, um, open the door, maybe?”

For a while, Suncloak was silent. “Can’t do that,” he swiftly said.

That was weird. Suncloak was always glad to see anypony come visit him, and he’d always let his friends in. And even if he was busy with something, he’d at least open the door. Not that he was busy very often.

“Okay... Why not?” Derpy asked.

Suncloak was silent for a long while. “Can’t say.”

Derpy sighed. “Look, Dinky heard you make quite a lot of noise this morning, and we’re worried about you,” she said. Behind her, Dinky nodded her head. As Derpy put a hoof to the door, she continued, “I’ll just open the door and—”

“NODON’TOPENTHEDOOR!” Suncloak suddenly shouted, startling Derpy and causing Dinky to hide behind her mother. “Sorry, but I can’t come outside right now. And you can’t come inside,” Suncloak said, before Derpy or Dinky could respond.

“O-Okay,” Derpy said after a few moments, somewhat shaken by Suncloak’s outburst. “I’ll, um...” She took a look around, and saw that Suncloak had closed all of the curtains around his house. Right now, there was no way to see inside, so there was no way she could find out what was wrong with Suncloak, unless she could somehow get him to talk, or get inside. “I’ll come back a bit later, okay? I’ll get the others, and we’ll figure this out together. Uh, after we find out what’s wrong.”

She could hear Suncloak sigh softly behind the door. After a few moments, he added a defeated “Okay.”

Derpy looked back at Dinky, who shared her look of confusion. “Uh, like I said, you’ll understand when you’re older. I think.” She added a fake grin, to completely convince her daughter that obviously, being an adult, Derpy knew exactly what was going on.

Dinky’s look of confusion was now replaced by one of annoyance. “I don’t think anypony understands what’s going on,” she said with a groan.





Not much later, five ponies had gathered in front of Suncloak’s house. Derpy had told Vinyl Scratch, Lyra and Bon Bon about what was going on, as far as she could. Dinky was still there as well, trying to help her mother and her friends to find out what was wrong with her neighbour.

Vinyl went up to the door and knocked on it. “Sunny? You there? Derpy told us about what was going on. Or what she didn’t know was going on, I guess.”

“Yeah, I’m here,” Suncloak answered from beyond the door. He still wasn’t opening the door, though.

Bon Bon went up to the door as well, standing next to Vinyl. “Can you tell us what’s going on, sweetie?”

“I already told Derpy, I can’t say that,” Suncloak replied. It didn’t sound nearly as annoyed as Bon Bon had anticipated, though.

“Please? We just want to help you,” Bon Bon said in return.

“You can’t help me,” Suncloak said, still not even bothering to give an explanation.

Lyra forced herself in between Vinyl and Bon Bon, shoving the two aside slightly. “Sure we can help! We just need to find out what.” She sat down and rubbed her chin for a moment. “Hmmm... Suncloak, did you get a zit you’re really embarrassed of?”

“What? No!” came Suncloak’s bewildered response.

As Lyra continued guessing, and Suncloak continued answering ‘no’ to all her questions, Bon Bon took a few steps back. “I’ve got an idea,” she whispered to Derpy, who had a very concerned look on her face, “cover for me while I get something.”

“Uh, okay,” Derpy whispered back as Bon Bon left. She briefly traded confused looks with her daughter, Dinky, but had to give an unsure shrug. She didn’t have the faintest idea what Bon Bon was planning.

“Doooeees it have to do with yesterday?” Lyra continued guessing.

“Maybe? I don’t know,” Suncloak answered.

“Well, at least it isn’t a no,” Vinyl murmured to Lyra.

Intrigued, Derpy went up to them. “Yesterday? What happened yesterday?”

“We went into the Everfree Forest yesterday,” Vinyl explained, “and Suncloak kinda fell into a hole. It led to a cave and he fell in a pool there, so maybe he got sick from that, I guess?”

“What do you mean, you don’t know?” Lyra asked Suncloak. “I mean, it’s not really hard to find out if you have a cold or not. Sniffly nose, sneezing, headaches, that kind of stuff. Oh, and maybe you get a bit pale, but that’s—”

“Noi’mnotpale!” Suncloak exclaimed, interrupting the minty green unicorn. “Uh, I mean, I don’t have any of that, so I’m not sick.”

“Oookay,” Vinyl said, not completely buying Suncloak’s answer. Sadly, she was unable to figure out what was actually wrong with him, nor could she think of any good question to ask.

“Then...” Lyra said, but trailed off, unable to come up with a good guess as well. “I got nothin’.” She sighed, and added a shrug for good measure.

“Now what do we do?” Derpy asked. Nopony reacted, seeing as none of them really knew what to do. Derpy cast her head down, feeling defeated. How could she help her friend?

“Wait, where’d Bon Bon go anyway?” Lyra asked, looking around if she could spot her housemate.

“She told me she was going to get something,” Derpy answered, “and she asked me to cover for her. I... don’t know what she’s doing.”

“Oh,” Lyra said, swiftly returning to thinking about what to do with Suncloak. “Maybe we should just get a ladder, a hammer, an orchestra and an orange, then we might be able to get something done.”

Derpy and Vinyl stared incredulously at her. After a moment, Vinyl asked, “Why, in Celestia’s name, would we need that?”

“I just really feel like eating an orange right now,” Lyra said nonchalantly.

“Right,” Derpy said, “I think I can take care of the ladder, hammer and orange, but I don’t think I have an orchestra lying around somewhere in the house.”

Vinyl smacked herself in the face with a hoof. Why she would do that, neither Lyra nor Derpy knew. As she removed her hoof, she could see Bon Bon approaching, wearing... what, exactly? Some kind of weird headdress. It looked like a guard’s helmet, but made out of papier-mâché, often used in plays. “Hey Bon B—” Vinyl started to say, but was cut off by one of Lyra’s hooves covering her mouth.

“Shh!” Lyra shushed her, “she’s doing her thing.” Vinyl, with a look of annoyance, pushed Lyra’s hoof away from her mouth.

Bon Bon, wearing the odd helmet, went up to Suncloak’s door and knocked. She stood perfectly still, like a Canterlot guard on alert.

“Look,” Suncloak’s voice came again, with an almost-audible eyeroll, “I can figure this out, ok—”

“Suncloak?” Bon Bon interrupted him with a surprisingly deep, stallion-like voice, “I am with the royal guard. Open this door.”

Derpy’s mouth fell open as she heard her friend talk with such a strange voice. “How... how is she doing that?” she whispered to Lyra, barely managing to not shout it out.

Lyra gave her a sly grin. “She can do some really crazy stuff with her voice, eh? Though she has to wear the hat to get into her role,” she said, pointing at the crude papier-mâché helmet Bon Bon was wearing. “Actually, she has a whole chest full of costume parts. Just in case.”

Suncloak, in the meantime, had not opened the door yet. “Uh... That’s... A royal guard, you say?” he asked with a nervous chuckle. “I can’t... But... Just, uh...” He sighed. “Just give me a moment.”

The faces of everypony outside lit up, except for Bon Bon, who was still in her role of a stoic royal guard. They were all eager to say something, but since none of them wanted to ruin Bon Bon’s effort, they kept quiet.

“Wait a minute,” Suncloak suddenly said, sounding awfully suspicious.

Now, everypony outside had a more frightened look. “Uh oh,” Vinyl whispered.

They could hear Suncloak loudly smelling the air for a few moments. “Hmmm... Bon Bon? Is that you?”

Even Bon Bon’s mouth fell open at that. “What?! How did you know it was me?” she asked as she took off the helmet and set it down on the ground, her voice returning back to normal as soon as she took the helmet off.

“I smelled it,” Suncloak answered matter-of-factly.

Bon Bon raised a hoof to her nose and sniffed. Smelling nothing noteworthy, she even smelled her whole leg. She turned around and gave Lyra a questioning look, who only shrugged in return. “I don’t smell that badly, do I?” Bon Bon said as she turned back to Suncloak’s door.

“No,” the changeling replied, “but I can smell your love. Or friendship, whatever you want to call it. You smell just a tiny bit different than other ponies.” After a moment, he added, “You did a really good impression of a royal guard, though.”

“So will you open the door?” Bon Bon asked with an awkward grin.

“No.”

“Suncloak, I swear, if you don’t open that door right this instant, I’ll break it down myself!” Bon Bon suddenly shouted furiously, turning around and rearing up to deliver a strong buck to the door.

“Uh, let’s not do anything rash here,” Derpy said, though she was too scared to intervene. Who knew how powerful the angry earth pony’s bucks were? It wasn’t exactly something Lyra or Vinyl were keen on finding out either.

“Whoa, just give me a moment, okay?” came Suncloak’s reply, sounding somewhat frightened.

Bon Bon snorted, turning back to the door again and adopting a slightly less aggressive posture. Though she still looked thoroughly annoyed.

A long moment later, they could all hear... something scraping against the floor on the other side of the door. Something heavy. Bon Bon put her ear against the door. “Suncloak? What’re you doing?” she asked.

“Using the couch,” Suncloak answered, panting a little bit, “to barricade the door. I just can’t let you in.”

“What?! But... You... Argh!” Bon Bon exclaimed, angrily turning around and giving a swift buck to the door. It rattled a bit from the force, but held its ground. “You can’t stay in there forever, you know!”

“Yes I can, as long as you come visit,” Suncloak said. “I don’t need to eat or drink, remember? I just need friendship.”

Bon Bon gave a frustrated groan. “Fine. Sorry, I’m just... I’m worried, okay?” she said, seeming somewhat more calm.

Vinyl now had the courage to go back up to the door, seeing that Bon Bon had calmed down a little. “Look, why don’t we all get some rest, and then we’ll think of a solution tomorrow, okay?”

Bon Bon sighed as she picked her fake guard helmet up again. “That sounds like a good idea.” She turned around and headed home, Lyra following her soon after. “See you tomorrow!” they both called back.

After they were both out of sight, Vinyl went up to Derpy. “So, I have an idea,” she started, “and I need your help. Tonight.”

“Okay, but I thought you said we needed to get rest?” Derpy asked, confused as to what her DJ friend was planning. A quick glance towards Dinky showed that her daughter was equally, if not more confused.

“Yeah, I know,” Vinyl said with a troubled look, “but, uh... You’ll see, okay? Thanks!” she said as she, too, trotted off to home.

“Well then, Dinky,” Derpy said, “let’s go home then.” She would’ve explained what just happened to her daughter, but to be honest, she had absolutely no idea how to do that. Therefore, sidestepping the issue was required.

Dinky groaned. “Grown-ups are weird.”





Night. A time when little fillies like Dinky are in their bed, sleeping, and adult mares like Derpy are waiting for their friends to drop by, with whatever plan they had come up with. Her husband, who had had a long day, was already sleeping in bed. Derpy, however, was watching the seconds tick by on the old clock, hanging from the wall.

She was worried about Suncloak. What was wrong with him, and why was he being so secretive about it? They were friends, they could tell each other anything, right? It must’ve been so serious, that the changeling couldn’t even tell his friends about it. What could it be? Surely, it must be absolutely terrifying, no doubt about it.

A knocking on the front door interrupted her thoughts. She swiftly went over and opened it, to reveal Vinyl Scratch. She was wearing her usual sunglasses, which was odd, considering it was night, and a pair of saddlebags. They seemed quite full and heavy.

“Hey. I’ve got the goods,” Vinyl said with a hushed tone. gesturing towards the saddlebags with one hoof.

“Uh, what ‘goods’, exactly?” Derpy asked, seeing as Vinyl hadn’t even told her what she was planning.

“Oh, you know, the usual,” Vinyl said as she took off the saddlebags and levitated the contents out, one by one, and laid them on the ground. Two black bundles of cloth and two complex sets of goggles. “Catsuits and night vision goggles.”

“Okay...” Derpy answered, staring at one of the sets of goggles, “I don’t know why we’d need night vision goggles, and I don’t even have a cat, let alone two.” However, she noted, maybe they could fit one of the suits on her pet ferret.

“No, they’re for us, so we can be sneaky when we check out Suncloak’s house,” Vinyl explained.

“Oh, but we don’t have to be sneaky to look at Suncloak’s house, silly!” Derpy said with a smile. Crazy Vinyl, the stress must be getting to her! “I can just poke my head out the door a bit and it’s there,” she said, looking at her neighbour’s house. “See?”

Vinyl looked at the house for a second, then gave Derpy an unamused stare. “I’m not talking about that, I mean checking out the inside. Without him knowing. Catch my drift?”

Checking out the inside of his house... Without him knowing. That sounded an awful lot like... “You want to break into his house?!” Derpy exclaimed. “Are you crazy?!”

“No!” Vinyl angrily replied. “I’m just... really worried, is all.” She backed off a little, looking at Suncloak’s house. “I mean, me and Lyra were there with him in the Everfree. I don’t know what happened yet, but... I feel horrible when I think something happened to him there and I didn’t even notice.” She sighed, and looked at Derpy again. “So that’s why I brought the sneaking gear!” she said, perking up.

Derpy stared at her unicorn friend with unease. On the one hoof, she wanted to help her friend, Suncloak, but on the other hoof, she wanted to help her friend, Vinyl. And she was really curious as to what happened to Suncloak... But then again, they would be breaking into his house. But only a little bit. No harm in just looking, right? After a moment’s hesitation, she said, “Okay, I’ll help out.”

“Awesome!” Vinyl said, with a large grin. “Put on your gear so we can get started!” She proceeded to take one of the catsuits and put it on. She easily slipped into it, and put a set of night vision goggles on her head, while Derpy did the same. Their manes were tucked in as well as possible, but Vinyl’s messy blue mane still stuck out from multiple openings.

“I’ve never used night vision goggles before,” Derpy said while she was fiddling with the set on her head. “How do they work?”

“Easy,” Vinyl said. “You put ‘em on your face like this,” she said, using her magic to pull Derpy’s set of goggles onto her eyes, “then you flick this thingy here.” She used her hoof to flick a small switch on the goggles. With a soft ‘bweep’ the magical apparatus activated.

Even though everything was green now, Derpy could now see so much clearer into the night! “Oooh! This is cool!” She looked around, noting just how clear everything was. “I can see everything!”

“Yeah, just take them off if you’ve got to look into the light, or you’ll be blinded,” Vinyl said, slipping her set of goggles on as well. “Let’s go.”

And so, once more, they stood in front of Suncloak’s house. The first thing to check was, of course, the door. Vinyl tried pushing it open with a hoof, but it was locked. Or it was still blocked by the couch that Suncloak had shoved in front of it. They checked the windows on the ground floor, but those couldn’t be opened.

“There’s no way in,” Derpy whispered, “what do we do now?”

Vinyl hummed to herself as she tapped a hoof on her chin. Indeed, there was no way in... on the ground floor. She looked up and saw the second floor window, illuminated by the light of the moon. “We go in from above,” Vinyl said with a grin, pointing to the window.

“Well, I can get there by flying, but how’re you going to get up there?” Derpy asked, because, indeed, unicorns aren’t the best of flyers, courtesy of not having wings.

“Duh,” Vinyl replied, “you lift me up there. Easy peasy lemon squeezy.”

“I could do that. I’ve lifted some heavy packages and other stuff before, so I guess a pony wouldn’t be too difficult,” Derpy said, choosing to omit those few times where she accidentally dropped something. She still felt really bad about injuring Twilight Sparkle that way. “Well, let’s see... I think I’ll just grab you like this,” she said, flying over Vinyl and wrapping her front hooves around her waist. With strong beats of her wings, she slowly managed to get the two of them up to the window.

“Now we just need to open this,” Vinyl said, looking at the window.

“Oh, that’s easy!” Derpy said, using her front hooves to try and push or pull the windows open. “I’ll just p—” she tried to say, but she was interrupted by a scream and a loud smack coming from below.

Looking down, she saw Vinyl lying on the ground below. Derpy looked at her hooves... the ones she was supposed to be holding the poor unicorn with. “Oops.” Quickly flying down, she checked on her fallen friend. “You okay?”

Vinyl merely groaned, not moving a single muscle otherwise.

Derpy picked her friend up again and set her on her hooves. “Sorry about that.”

Vinyl shook her head to try and stop everything from spinning. “Okay, next time, I’ll handle the window, okay?”

Derpy nodded as she picked her friend up again, lifting her up to the window once more. “How’re you going to open it, though?” she whispered.

“Easy,” Vinyl whispered back as her horn started to glow. “I’ll just open it with a little bit of magic.” Inside, the handle on the window glowed a soft blue as it started to move. One moment later, the window swung open. “Okay, now get us inside. Soft—” she started, but was interrupted by Derpy flinging her forwards, causing her to land inside the house with a loud whump. “-ly.”

Derpy carefully flew in, standing next to her once again downed friend. “Oops,” she whispered.

Vinyl groaned again as she stood up. “It’s fine, just be more careful next time, okay?” She took a look around the room, seeing little aside from Suncloak’s presumably empty closet and his bed. He probably didn’t have any money to fill his closet with, and the only things visible in his bed were the white sheets and pillow. “Huh, I thought he’d be asleep.” If he had been, all this noise would’ve probably woken him up anyway.

“Maybe he’s downstairs,” Derpy whispered. Suncloak could have camped out in front of his door all day, to prevent others from getting in, and maybe he fell asleep there.
“Good thinking,” Vinyl whispered back as she tip-hoofed her way to the staircase, making very little sound aside from a quiet clip-clopping.

Derpy hopped up into the air, following her friend, with a loud flapping of her wings.

Putting a hoof to her lips, Vinyl shushed her accomplice. “Your wings make too much noise. Don’t use them and just walk like I do.” Can’t have loud noise waking Suncloak, after all.

Derpy blushed a little and nodded, dropping to the ground. Stealthily, she and Vinyl made her way down the stairs.

On the ground floor was... nothing exceptional, really. The couch was moved from its usual spot, and a quick peek into the hallway confirmed that it was still in front of the door. However, no Suncloak. The other furniture, the table and chairs, were still in their old places.

Emerald, Suncloak’s pet moth, was fluttering around the place, minding her own business. She mainly left the two ponies alone, until she decided to perch on Derpy’s goggles.

“Hi Emerald,” Derpy said, currently unable to see anything due to the moth on her face. “Do you know where Suncloak is?”

In response, Emerald flew away from her, going up the stairs.

Derpy and Vinyl looked at each other for a moment. “Uh, didn’t we already check upstairs?” Vinyl asked. Derpy merely shrugged. Quietly, they followed the moth up the stairs.

Once up the stairs again, they found Emerald, circling Suncloak’s bed. Derpy and Vinyl stared at each other in confusion. “But, we already checked his bed, he isn’t there!” Derpy told the moth.

Emerald responded by making her circles faster, seeming a bit annoyed.

The two ponies shared another glance, and shrugged. They walked around the bed, taking a better look, until they were both with their backs to the window. If they looked closely, they could see the blankets rise and fall just a little bit, in a steady rhythm.

“Huh. Guess he’s all the way under the covers, and also a really heavy and silent sleeper,” Vinyl mused, still keeping her voice to a whisper.

“What do we do?” Derpy asked.

“Lift the covers, obviously,” Vinyl answered, grabbing hold of the covers with her magic and lifting it.

Suddenly, both ponies were blinded by a flash of light, amplified by the goggles they were wearing. Surprised, they let out a yelp and both stumbled back, tripping over each other and falling out the window. With yet another loud smack, they both fell on the ground.

“Owww...” Vinyl said with a groan. “What happened?”

“There was light, we fell, and now we’re lying on the ground,” Derpy answered. “And it hurts.”

Above them, they heard a window being closed. “This’ll hurt for days,” Vinyl said as she raised her head. “It’s too bad you couldn’t catch us.”

“Oh, I could,” Derpy replied. “But you told me not to use my wings.”

With a final groan, Vinyl dropped her head to the ground again.





The next day, five ponies had again gathered in front of Suncloak’s house. Lyra, Bon Bon, Vinyl Scratch, Derpy Hooves, and her daughter, Dinky Hooves.

Cautiously, Lyra went forward and knocked on the front door. “Suncloak? You there?”

A moment later, the reply came. “Yeah, I’m still home.” Before anyone outside could reply, he added, “Still not going to open the door, though.”

The ponies outside sighed. They’d hoped the changeling would come outside now, but that didn’t seem to be the case. “Okay then, but are you okay?” Lyra asked.

“I’m fine,” Suncloak answered. “Though my memory might be a bit wonky. I woke up in the middle of the night to find that my window was open, even though I don’t even remember opening it.”

Vinyl and Derpy nonchalantly whistled a tune, pretending like they didn’t know what the changeling was talking about at all.

Bon Bon gave them a suspicious glare.

“So we really can’t convince you to open the door, huh?” Lyra asked.

“No.” Suncloak sighed. “It’s just... I don’t know how to explain it, okay?”

With a defeated sigh, Lyra turned around and joined her other friends again. “I really don’t know how to get him out of there. I thought about it all night, but I just couldn’t come up with anything!”

“I don’t have any idea either,” Bon Bon added. “What should we do?”

While the adult ponies discussed their future tactics, Dinky was staring at the front door. Deep in thought, she tapped a hoof on her chin. Suddenly, she had an idea. “Hey mom?” she asked. “Can I try something?”

Derpy looked at her daughter. “Uh, sure, but...” She wasn’t really sure how much help her daughter would be. After all, the only thing Dinky knew about her neighbour was that he was a changeling.

Dinky took a deep breath, and went up to the door. “Um, mister Suncloak?” she asked hesitantly.

There was no reply for a moment. “Who are you?” Suncloak asked.

“I’m Dinky, my mom’s your friend,” Dinky explained.

“Oh, right, the filly. What’re you doing here?” There was a hint of disgust in Suncloak’s voice, but Dinky didn’t pick up on this.

“Well, I heard you make a lot noise yesterday morning, and I was wondering why. But, uh, I was a bit too scared to come ask about it,” Dinky said. “Just a little bit, though! I was here yesterday too.”

“Right,” Suncloak replied. “And now you’re here... why?”

“Um, the reason you don’t want to open the door...” Dinky hesitantly started, “is it because of a changeling thing?”

“Uh, yes.” The changeling replied, as if it was incredibly obvious. “Why?”

“If it’s a changeling thing, why don’t you want to let us in?” Dinky explained. “We’re all ponies, so we won’t understand it right away, and we probably won’t even think it’s weird at all.”

“Dinky!” Derpy started to chide her daughter. Dinky was starting to sound awfully inconsiderate.

“No, wait,” Bon Bon interrupted her. “I think Dinky has a point.”

Vinyl quickly zipped up to the door. “Yeah, Sunny! You don’t explain changeling stuff all that often to us. If it’s something really serious that other changelings would laugh at or something, it wouldn’t be so bad, ‘cause we aren’t changelings!”

“Huh,” Suncloak said. “That... makes sense. Okay, give me a second.” A scraping sound followed, the sound of the couch being moved back into its normal position in the living room. Presumably.

“Wow,” Bon Bon said in surprise, “how did we not think of that?”

Derpy went up to her daughter and gave her a tight hug. “That’s my Dinky! Smart as always!”

“Oh, come on, mom!” Dinky embarrassedly pushed herself out of the hug. “I’m not that smart,” she said, though she had a noticeable blush on her face.

“Okay,” came Suncloak’s voice again, “I’ll open the door now. Just... You won’t laugh, right?”

“Sunny, I wouldn’t laugh at you, ever,” Vinyl said. The others quickly agreed with this.

“Right,” the changeling replied. Slowly, the door unlocked, and slowly, it opened. Something shone incredibly brightly, causing the ponies outside to look away and shield their eyes with a hoof. After a moment, they could all take a look.

In front of them was a white changeling. From his horn to the tip of his short tail, Suncloak was all white, except for his eyes and wings, which still had their natural colour. He wasn’t just white; it was possibly the purest white any of the ponies outside had ever seen, and his newfound shininess sure helped in that regard as well. The changeling shied away a little, obviously incredibly embarrassed of his new colouration.

The ponies, however, all shot him, and each other, surprised and confused looks. “Wait, what?” Vinyl asked. “You locked yourself in all that time because you turned white?”

“I don’t get it,” Lyra added. “Can’t you just change back to black?”

“No!” Suncloak replied. “Look!” A whirl of green flame surrounded the changeling, but after it disappeared, he hadn’t changed at all. He tried to work his changeling magic a few more times, but to no avail. “I’m stuck like this!” he wailed.

“Why is this so terrible, actually?” Derpy asked.

“Changelings hate the colour white,” Suncloak explained. “No offense, Vinyl. It’s a really long and complicated story.”

“None taken,” the white unicorn replied. “But how did you get like this?”

“I don’t know!” Suncloak became a bit more frantic. “I just woke up like this yesterday! I don’t know what happened at all!” He dropped to the ground and covered his head with his hooves. “What if I stay like this forever?” he said in a tiny voice.

“Something must have happened in the Everfree Forest. It’s the only place where you can get strange illnesses like this,” Bon Bon mused aloud. “But what?”

“But we didn’t run into anything weird!” Lyra protested. “Well, Suncloak fell into a hole, but that’s pretty much it. We met up later and then we went home.”

Bon Bon rubbed her chin with a hoof. “Hmmm. Suncloak, what happened after you fell into that hole?”

“Uh, I fell into a pool of water, climbed out, couldn’t get back up to Lyra and Vinyl, then I walked to the exit of the cave,” Suncloak recounted as he stood up again. “There was a big patch of flowers inside that cave, but that’s pretty much it.”

“Huh? You didn’t tell us about those flowers,” Vinyl said.

“Is that so important, then?” Suncloak scratched himself on the head in confusion.

“Well, were any of those flowers blue?” Bon Bon asked.

“Uh, yes,” Suncloak answered.

Suddenly, Bon Bon realized something. “Poison Joke!” she exclaimed.

“Poison Joke?” Suncloak asked. “What’s that?”

A look of realization crossed the faces of the present ponies. “Poison Joke is a flower that pulls a nasty joke on you if you touch it,” Derpy explained. “You must’ve touched some of it in that cave!”

“But this isn’t even remotely funny!” Suncloak protested. “This is horrible!”

“It’d probably be funny for other changelings,” Vinyl said. “That’s good enough for the Poison Joke.”

“That’s great and all,” Suncloak complained, “but how do I get back to normal? I don’t want to be stuck like this forever!”

“Oh, that’s easy, you just go to the spa for a special herbal bath and you’ll be cured,” Bon Bon explained. “But next time, please tell us if something like this happens, okay?”

“Yeah!” Lyra added. “We’re your friends, and we’re here to help!”

“And we can’t help if we don’t understand you,” Bon Bon finished. “So you’ll have to explain some changeling things to us, else we can’t help. But, how about we go to the spa first?”

“So... you really don’t think it’s funny, or strange?” Suncloak asked timidly.

Vinyl made a dismissive gesture with a hoof. “Nah, I’ve seen way crazier stuff at parties. This is nothing! Though I would like to hear the explanation.”

Suncloak sighed. “Sure. I’ll explain why changelings hate the colour white on the way to the spa, but I’ll try to keep it as short as possible. It’s a bit complicated.” As the whole group started walking, he started explaining. “I guess the best place to start is when a changeling is born...”





“...and that’s why we can’t stand the colour white,” Suncloak finished as he walked into the spa, followed by his friends. And Dinky.

“That’s... quite the story,” Derpy said. She had a horrified look on her face and her cheeks were quite green. 

“We never should’ve asked you to explain that,” Bon Bon added, looking almost the same as Derpy.

“Oh, but that’s only the short version,” Suncloak said. “I left out most of the details. I’ll explain about those some other time.”

“No!” Lyra shouted. “Don’t!” Even though she was already a green pony, her cheeks had obtained a darker hue. “Just get the treatment, and we’ll never talk about this ever again! Please?”

“Oookay,” Suncloak said, “but I thought you wanted to know—”

“There’s a limit!” Lyra interrupted. Apparently, hairless apes were okay, but a simple explanation was not. Crazy ponies.

“Just get the bath, Suncloak,” Bon Bon said, “and then leave this behind us.” She looked over her shoulder, where a shuddering, horrified Vinyl was mumbling something to herself about having to take a long shower. “I don’t think some of us can take any more.”

“Next time, I think ‘it’s a changeling thing’ is enough explanation,” Derpy said. “But don’t be afraid to tell us if something weird has happened, okay?”

Suncloak nodded. “Okay, I’ll get that treatment. What’re you going to do?”

“Go home, and take a bath or something,” Lyra said, a horrified look still on her face. “See you later, Suncloak.” She turned around and left, taking Bon Bon in tow. Vinyl followed as well, still too horrified to actually say anything.

Derpy followed as well, but Dinky lingered for a moment. Strangely, she was the only pony who wasn’t absolutely disgusted with Suncloak’s story. “It wasn’t that gross,” she quickly remarked, before following her mother home.





“It should be right around here somewhere...” Suncloak muttered as he looked through the bushes, pushing them away left and right with his hooves. The changeling had been restored to his original black colour, courtesy of the spa treatment he got. Behind him was the group of six changelings who he had been meeting with and telling about friendship for the past few weeks.

“You’re the absolute worst at finding your way anywhere,” #14, the only present female, remarked.

“Shush,” Suncloak chided her whilst he weeded through the bushes. “This cave was hard to find in the first place.” Looking closely, he saw a small part of the cave’s entrance. “Ah, here! Follow me,” he told the others.

The group made its way through the narrow first part of the cave. “This cave is terrible, it’s way too narrow,” #14 complained.

“It gets better,” Suncloak said, without bothering to pause or look back. Stupid, selfish, complaining other changelings. “Though you might want to fly over this next part,” he said as they reached the large patch of flowers.

“Pfft, it’s just a bunch of flowers,” #21 scoffed, bumping aside the others and heading for the other side of the room. Well, it was his funeral, he wasn’t the smartest to begin with.

Suncloak smirked. “Some of those flowers are Poison Joke. They pull a nasty prank on you if you touch ‘em.”

“And how bad can that be? It’s just a flower,” #21 said. “What’s the worst it can do, make me trip?”

“It turned me white when I touched it,” Suncloak said.

Almost instantly, #21 was back at his place in the line again. “That’s only funny if it happens to someling who’s not me. I’m never touching those plants ever. Never ever forever.”

“Relax, you can just fly over,” Suncloak said, hopping up and flying to the other side. The other changelings followed soon thereafter, even the little #145, the youngest of the group, who bobbed up and down in the air, having less experience and strength in his wings.

#14 quickly went forward to take a look in the room with the pool of water in the middle. “Huh, this is a pretty nice cave, actually.” She dipped one hoof into the pool, pulling back quickly due to how cold the water was. “And it even has a swimming pool. Neat.” She turned back to Suncloak. “But, uh... what was that you were saying about being turned white?” she asked, having a lot of trouble to contain her laughter. As soon as she mentioned it, the others had to cover their mouths with their hooves, though the odd chuckle sometimes escaped their lips.

Suncloak groaned. “I touched one of the blue flowers there when I found this cave. Turns out it’s Poison Joke, a plant that plays a joke on you after you touch it. It turned me white, because apparently, that’s hilarious.” Plants simply have a great sense of humour, after all.

“It’s pretty funny if you ask me,” #14 remarked, “it’s too bad I didn’t see you like that.” Quite the contrary on Suncloak’s part, being seen by another changeling would’ve been the worst thing that could’ve happened.

“Anyway, this cave is a better meeting place than just outside in the Everfree Forest. Less chance of being found by ponies or predators,” Suncloak said. The only downside was the flowers, but that shouldn’t be too difficult to solve.

One of the other changelings, #45 of hive planning, who usually kept quiet, took a better look at the large patch of flowers. “I think I can solve this Poison Joke problem.” See? Easy, just let someling else handle your problem, and it’s solved.

“Wow, we’ll have our own hive and everything!” #145 said, running towards the pool and jumping in. As he emerged above water, he added, “This is great!”

“This is not ‘our hive’, this is just a meeting place,” Suncloak corrected. “We’re here to find out more about friendship, nothing more, nothing less. Speaking of friendship, I learned something new this week.”

The other changelings stopped looking around the cave, and gathered in front of Suncloak. “What is it, boss?” #21 asked. Wow. Either they were really eager to learn about friendship, or they had already accepted him as their leader and were no longer calling him ‘boss’ to mock him.

Obviously, it was the latter.

Suncloak cleared his throat. “It is important to know that, no matter how terrible or embarrassing the situation you’re in, your friends will understand, and they won’t make fun of you. In fact, even if you’re overreacting to the situation from their point of view, they’ll still try to understand.”

“So let me guess,” #14 said, “they found out that you were coloured white somehow, and didn’t understand at all that it was supposed to be funny?”

“Close, but you’re forgetting one thing,” Suncloak said. “It wasn’t funny.”

“Sounds funny to me,” #21 remarked.

Suncloak groaned. Why was he putting up with this, again? “Whatever, I’m going back home now. See you all next week,” he said as he flew up, toward the hole in the ceiling. Once outside, he peeked into the hole. “Just don’t touch those flowers!” he shouted down.

After a few dismissive confirmations from the other changelings, he turned to leave. 

“Wait!” a voice called out from behind him. Suncloak turned around again to find that #14 had followed him outside. “I, uh...” She seemed a bit embarrassed about something. “Thanks for warning us about those flowers. You could’ve just said nothing and laughed at us while we were all coloured white.”

Suncloak shrugged and turned to leave again. “No problem. I’m just keeping all of you out of trouble so the entire village won’t come knocking on my door, asking if I know anything about this whole group of changelings in town.”

#14 slyly went up to him. “Or maybe you’re just starting to care about us.”

“What? No, of course not!” Even the very notion was wrong! Other changelings were jerks, nothing more. No reason to care about them.

#14 stuck out her tongue and giggled. “Gotcha!” As she went back to the cave, she said, “I’m going to stick around the others for a while. See ya.” With that, she hopped back into the cave, with a presumably much smoother descent than when Suncloak first found the cave.

Suncloak snorted and headed in the direction of Ponyville. Thinking back, however, he did note that he found the other changelings at least a bit endearing, and fun to hang around with.

Okay, maybe he did care about them. But just a little.

> Episode 4: Lending A Hoof
> --------------------------------------------------------------------------


Lending A Hoof


On the outskirts of Ponyville, there are many different locations: lush, grassy fields, perfect for picnics in the weekends; the spooky Everfree Forest, only for the bravest of the brave; and Whitetail Woods, suitable for a calming walk through nature.

And then there’s the almost completely empty patch of land just a bit farther away, filled with trees, dirt, rocks, dirt, the occasional bush and, of course, more dirt. An all-round incredibly boring place, if it weren’t for the multitudes of gems hidden beneath the surface.

There, two ponies were walking around. Namely, the cream coloured earth pony mare, Bon Bon, and the minty green unicorn mare, Lyra. Both were wearing a set of saddlebags, and, most notably, Lyra was wearing a large golden necklace, inlaid with many different kinds and colours of gems.

“Are you really sure you should be wearing that here?” Bon Bon asked, eyeing the necklace with concern. “What if you lose it somewhere?”

“Oh, that doesn’t matter,” Lyra said with a dismissive gesture of her hoof. “This is my lucky necklace, after all, and we could use some luck today!”

“But Lyra, I don’t recall you ever being extra lucky when wearing that,” Bon Bon noted.

“True,” Lyra said, “but if I keep wearing it, I’m bound to be really lucky sometime while wearing it, and then it’ll really be a lucky necklace!”

Bon Bon giggled at her friend’s silly logic. “Thanks, Lyra.” She lifted a nearby rock with a hoof to take a peek under it. Sadly, there were only bugs and dirt. “Finding gems isn’t exactly easy if you don’t have a gem-finding spell.”

“Hence my lucky necklace,” Lyra said, proudly thrusting her chest forward to show off her necklace. “Still, gems for candy... How does that work?”

Bon Bon sighed. “Some fancy clients want the extra fancy candy for their super fancy parties, where they have special guests like dragons. And dragons, of course, eat gems, so they want special gem candies to impress their guests.” She lifted another set of rocks, finding a total of zero gems again. “And, naturally, only the freshest gems will do, so here we are, looking for gems.”

“Let’s find us some gems, then!” Lyra excitedly said as she went forward, haphazardly looking under rocks, between bushes and in trees. After a moment, she paused. “Wait, what kind of gems are we looking for, anyway?”

“Anything will do, sweetie,” Bon Bon said with a smile. Contrary to Lyra, she took her time looking everywhere, making sure not to miss any potential hiding places.

“Okay!” Lyra shouted back, going all over the place to search for gems. She even used her telekinesis to pull clods of earth from the ground, making small holes everywhere. She tossed the clumps of dirt around haphazardly, making a mess of the surroundings and herself. However, she made absolutely sure that her precious necklace stayed completely clean.

After a long while, the now dirty unicorn looked back at the devastation she wrought on the field. Small pits covered the landscape, making it look more like a fierce battle had just taken place. “I can’t find any!” she shouted at Bon Bon, who she had left far behind by now.

“Just keep looking!” Bon Bon shouted back. “We’ve only been here for a few minutes!”

“Feels more like an hour,” Lyra said to herself, sticking out her tongue. “Oh well, this dirt isn’t going to pick up itself.” Using her magic, she dug another small hole. Looking in it, she saw a small piece of a brilliantly glittering, yellow gem. “Jackpot!” she shouted with glee.

Carefully grabbing it with her magic, she tried to tug it out of the ground. However, the gem didn’t even seem to budge. Pouring more effort into it, Lyra tried pulling the gem out with all her might, but it seemed as though something was holding the gem in place. Lyra clenched her teeth, giving it her all for one final tug. Suddenly, the gem shot upward... with something attached to it, causing Lyra to let go with a yelp.

A small, brown dog-like creature was holding the gem. The creature was shorter than a pony, had two ears with floppy ends and yellow, beady eyes. It was wearing a gray vest of some kind, and a collar, decorated with diamonds. Its pockets were filled with various small gems. “Who are you?” the thing asked with a screechy voice.

“Uh...” Lyra took a few steps back. “I’m Lyra. What are you?”

“I’m a Diamond Dog, you mule!” the creature replied indignantly.

Diamond Dogs, creatures with a strange obsession with gems, and not known to be all that kind towards ponies. But luckily, it was only one of them.

A large hole suddenly appeared in the ground next to them, and two more diamond dogs jumped out of it. One of them was a very large, bluish-gray dog with floppy ears and the same attire as the first one. The other was sized in between the other two, had a gray coat, pointy ears and green eyes, and a red vest, instead of a gray one. Its collar also had a diamond-shaped pendant hanging from it. “You find another pony digging around in our territory?” the third dog asked the first. His voice wasn’t as screechy as the small one’s, but still quite gravelly.

The large, bluish-gray dog grabbed Lyra by the tail and lifted her up, holding her upside-down. “We don’t like ponies digging around in our place,” he snarled, in a deep, baritone voice.

“I wasn’t digging!” Lyra said. “I don’t know what you’re talking about!” Sweatdrops were starting to gather on her head. If she played this smartly, they might just let her go.

The third dog gave her a slight tap, causing her to spin around a little. “Then why are all these holes here, hmm?” he asked. “They weren’t here yesterday, and you and your little friend over there are our first guests today,” he said, pointing at Bon Bon, who was just now running in their direction.

“Uh... I dunno,” Lyra answered. “No idea, really.” She added a big, fake grin for added effect. She hoped they’d let her go fast, because her tail was really starting to hurt right now.

The three Diamond Dogs looked at each other for a moment, then looked back at Lyra again. All three of them wore unamused looks. “We don’t believe you!” they said in unison. They had very, very unamused looks.

“Hey!” Bon Bon shouted, before Lyra could react. “Let my friend go!” she shouted, skidding to a halt in front of the Diamond Dogs.

“Your friend,” the gray, red-vested dog started, “is stealing gems from our territory.” The small, brown Diamond Dog waved the yellow gem he was holding in the air.

“These aren’t your gems,” Bon Bon protested. “They’re for everypony!”

“Our territory, our gems,” the gray dog said. “So we’ll just take what’s ours, and a little more, so you won’t do it again.”

Lyra gasped. “Y-You’re not going to p-ponynap me, right?!” She fidgeted around, trying to get loose, but only managed to make herself swing from side to side a little.

“No,” the small, brown dog said. “That didn’t go very well last time.”

“We’ll just take something else,” the large dog, who was holding Lyra, said. “Like that necklace!” With his free arm, he grabbed Lyra’s necklace and tore it from her neck.

“No!” Lyra shouted. “Nononono!” She frantically reached out to grab it with her hooves, but the Diamond Dog kept it far out of her reach.

“Don’t let us see you ponies here again,” the gray dog snarled, jumping back into the hole he came out of. The other two followed after him, dropping Lyra on her head unceremoniously.

Quickly, the distraught unicorn recovered, leaping after them. However, the Diamond Dogs quickly filled the hole back up again, causing Lyra to land face-first into a pile of dirt. “Oh, no, no, no...” she muttered to herself, trying to dig out the large pile with her hooves, but she just couldn’t get through.

Carefully, Bon Bon went up to her. “Lyra? Are you okay?”

With big, teary eyes, Lyra turned to Bon Bon. “Noooo!” she wailed, throwing her front hooves around her friend, crying.

Bon Bon hugged the crying unicorn, trying to comfort her as best she could. “Don’t worry, we’ll find a way to get your necklace back.”





“...and that’s why bubbles are my cutie mark,” Derpy finished. She, Suncloak and Vinyl were sitting in the park of Ponyville, having a good time doing various things: playing games, chatting, having lunch, and just generally enjoying themselves.

“Oooh, that makes a lot more sense,” Suncloak said. “I thought it had something to do with blowing bubbles, or whatever.” The explanation was a bit complicated, but once the changeling figured it out, it actually made a surprising amount of sense for the mailmare to have a set of bubbles as her cutie mark.

“Told you so,” Vinyl said, giving Suncloak a friendly bump to the shoulder. “Cutie marks always make sense, some just need a bit more explaining than others.”

Suncloak made a dismissive gesture. “Pfft, I don’t even need a cutie mark to know what I’m good at.” And it was true! Changelings didn’t have cutie marks, but if they wanted, they could have any one of them. Such were the virtues of shapeshifting, making you able to pretend you’re good at everything.

Though actual attempts at those things more often than not ended up in complete failure. But that’s only a minor detail. Besides, being good at everything would probably be really boring. The only changeling who was actually good at everything was Queen Chrysalis, but Suncloak wasn’t sure if that was some weird hive rule again or not.

Vinyl flopped onto her back, stretching her limbs. “Great day. Too bad Lyra and Bon Bon weren’t able to come, they’d have loved just hanging around in the park.”

“I wonder how they’re doing right now,” Derpy thought aloud. “Finding gems without a gem-finding spell isn’t the easiest task in Equestria.”

“I’m sure they’re fine,” Suncloak said. “They’re Lyra and Bon Bon. What could go wrong?” Seeing as Lyra was there, a whole lot of things, but the probability of things actually going wrong was pretty small. Hopefully.

“Vinyl! Derpy! Suncloak!” a voice suddenly shouted from the distance.

“That sounds like Bon Bon,” Vinyl said, propping herself up with one hoof and raising her sunglasses with the other, taking a good look around.

The pony in question came running up to them, her curly pink-and-blue mane slightly dishevelled from the long run. Panting and exhausted, she stopped in front of the trio. “You... have... to help,” she said in between gasps.

“What’s wrong?” Derpy asked. “Where’s Lyra?”

Bon Bon took a few gasping breaths before starting. “We were out gathering gems, when suddenly, three Diamond Dogs appeared and stole Lyra’s necklace.”

Vinyl gasped. “What?! How could they?”

“I went to get help from you guys,” Bon Bon continued, “but Lyra’s still there. I think she’s still trying to dig a hole deep enough to get to those thieves.” She sighed deeply. “That’s why I came to get you guys. Together, we can find a solution.”

Derpy jumped up and made a small loop. “Well, what’re we waiting for? Let’s go!”

Bon Bon nodded, turning around and running back in the direction she came again, followed by Derpy and Vinyl.

Suncloak lingered for a little while, one eyebrow raised. A necklace? Wasn’t this a slight overreaction? Couldn’t they just leave those dog creatures alone, and make sure it wouldn’t happen again? These Diamond Dogs were apparently strong enough to overpower a pony, so why risk going up against them?

This required investigation. Either these ponies were more crazy than he thought, or there was some kind of pony thing he wasn’t understanding. Again. Besides, more time spent with my friends means more love for me, he thought as he ran off after the others.





Not much later, the four of them had arrived at the field, to find a miserable and dirty Lyra sitting in front of a pile of dirt.

Bon Bon went forward and put a comforting hoof on her friend’s shoulder. “Lyra, are you feeling a bit better yet?”

Lyra shook her head without a word, giving Suncloak the feeling that this was serious. Lyra not saying anything when spoken to was something he’d never seen before.

“We’ll find those dogs and get your necklace back, promise,” Vinyl said, already starting to look around for any holes they could use to find the Diamond Dogs.

“I can’t believe they’d just steal it from you,” Derpy said, with as much compassion as if she were talking to her daughter.

“Well, we did kind of waltz in on their territory,” Lyra said, quietly sniffling.

“Nonsense!” Bon Bon said. “This place isn’t theirs, plus, if they really wanted us to go, they could’ve just asked.”

“Let’s get back at those jerks, then.” Vinyl jumped up on top of the pile of dirt and started digging. She was making steady progress, until something bumped her off.

One of the Diamond Dogs stuck his head out of the partially digged-out pile. It was the gray one, with the red vest. “More ponies digging around? Bah! Stop it!”

“Give back Lyra’s necklace!” Bon Bon shouted at the creature.

“No. It’s ours now,” the dog stated matter-of-factly.

“That’s a lie!” Bon Bon said. “It’s hers, so give it back!”

“Make us,” the dog said, with a big, toothy grin, before descending back into the depths.

“I can’t believe that mutt,” Vinyl fumed. “Anypony got any ideas?” To that, Derpy and Bon Bon both shook their heads. Vinyl turned to Suncloak. “Sunny, do you have an idea?”

Suncloak, who had stayed silent up until now, stared at the pile of dirt. “Why help?” he asked.

“What?!” Derpy and Vinyl both shouted in disbelief.

“Hold on,” Bon Bon said, ending any argument before it could start. “Is this another changeling thing, Suncloak?”

Oh, right. Maybe the idea of ‘helping’ was different for changelings than it was for ponies. “Changelings don’t ask for help, especially not when something is really important to them,” Suncloak explained. “Asking for help is weak in the first place. Small tasks, sure, but if it’s really worth doing, you have to do it yourself. To prove that you can.”

“But Lyra isn’t exactly a changeling, now is she?” Bon Bon asked, motioning towards her crying friend. “You help your friends because it’s the right thing to do. Because it’s the nice thing to do. And they’d do the same for you.” She was silent for a while. “And to be honest, because looking at her like that... Just doesn’t feel good.”

Suncloak took a good look at Lyra. She was dirty, and probably had been for quite a while. She hadn’t even taken the time to clean herself up. There were tear stains on her cheeks, her eyes were red and puffy... All in all, she looked pretty terrible. The changeling felt a pang of guilt go through his heart, and had to look away. “You’re right,” he said with a sigh. “It feels terrible, and I’m sorry.”

Bon Bon smiled. “I don’t think you should be apologizing to me.”

Suncloak nodded, but a stray thought entered his head. “Why is that necklace so important to her, anyway?”

Bon Bon sighed, and led Suncloak away from the others a little bit. “Lyra... isn’t the most responsible of ponies,” she said reluctantly, though that fact didn’t surprise Suncloak at all. “In fact, before she started renting my extra room, both her and her parents were quite afraid she just wouldn’t ever be able to live anywhere on her own.”

That... sort of reminded Suncloak of the changeling hive. Everyling always lived together, and no changeling ever left the hive to go live on his own. Well, until Suncloak started living in Ponyville, but that wasn’t exactly voluntarily.

“So, when she finally got her own place, both she and her parents were really happy. Her parents gave her that necklace as a present, because they were so proud that their daughter was taking her first steps towards living on her own.”

Suncloak sighed. “And now that she lost it, she probably feels very irresponsible, right?”

Bon Bon nodded. “I think so. Now let’s go and show those Diamond Dogs what we’re made of!”

The two of them went back to Derpy, Vinyl and Lyra, the latter of which was still pretty miserable. “Sorry, I, uh... I used the wrong logic again,” Suncloak said, awkwardly rubbing a hoof over his one of his front legs. “I’ll help, of course.”

Vinyl sighed. “You need to start thinking like a pony if you really want to live in Ponyville,” she chided the changeling.

Suncloak grinned as he stepped towards the pile of dirt. “Not in this case,” he said. Lifting one holed hoof, he took a good look at the pile. To remove this, some tools would’ve been useful, like a big shovel or something.

Or, of course, a changeling who could just change his body. With a whirl of green flame around his hoof, it transformed into a large shovel. Immediately, Suncloak started digging.

Again, the Diamond Dog’s head popped up again. “Gah! Can’t you ponies listen? Stop digging, this is our place!” he shrieked.

“They can listen, but I’m not a pony,” Suncloak said with a smirk. Hah, there went that ugly mutt’s logic. After all, no dog would ever be a match for a changeling! Except maybe Applejack’s dog, Winona, but Suncloak was out of energy that time, so it didn’t count.

The Diamond Dog hopped out of the ground, towering over the changeling, standing about twice his height. “Looks more like an ugly bug pony to me,” he said, bending over and narrowing his eyes.

Suncloak changed his shovel-hoof back into a normal hoof again, and prodded the dog in his chest as menacingly as he could. “Hey! I’m a changeling, not a bug pony!” He prodded the Diamond Dog a bit harder, but the tall canine didn’t seem to care at all. “And I’ll have you know that I’m an ex-royal guard.”

The dog stood upright again and rolled his eyes. “And what were you going to do?” he asked condescendingly, taking a few steps back.

“You don’t wanna kn—” Suncloak started, but he suddenly felt something tug on his short tail. Looking over his shoulder, a bluish-gray arm was sticking out of the ground, with a firm grip on his tail. Suncloak tried to pull loose, but couldn’t even move. “When I get loose, you’re gonna get it,” he told the dog in front of him, straining to get free.

With a fierce yank, Suncloak was lifted up into the air, and slammed onto his back, causing the Diamond Dog to laugh outrageously. “Very scary, bug pony,” he said, before digging back into the ground again. The arm holding Suncloak let go and disappeared back below as well.

Concerned, Derpy went over to the injured changeling. “Suncloak? Are you okay?”

“Yes ma’am, we still have plenty of fudge left,” Suncloak answered, his eyes rolling about in their sockets. “Ow.”

Vinyl lifted his head a little with her magic and shook him around. “Come on, Sunny, get your act together!”

Suncloak didn’t react for a moment, but then shook his head again to get rid of the last bits of dizziness. “Ow,” he said again, standing up. He wasn’t entirely sure what had happened, but it really, really hurt.

“Now what do we do?” Derpy asked. “If we dig, they’ll come and stop us, but if we don’t dig, we can’t get down!”

“I’ve had it with these dogs,” Suncloak said. He never thought it was possible, but he’d found a species he hated even more than he hated ponies, before he got to know them better. These Diamond Dogs were the most annoying, jerkish, horrible, terrible creatures he’d ever met, and he wouldn’t stand for it! “I’ll show those furballs what I can do.” With that, he jumped into the air, flying high above the area. Very high.

“Suncloak, what’re you doing?” Vinyl shouted up.

“Digging a hole!” Suncloak answered. “Just stand back!”

Derpy, Vinyl and Bon Bon gave each other uncertain looks, but decided to take a few steps back anyway, dragging Lyra with them.

Right. Now that his friends were out of the way, Suncloak could bring down changeling fury upon those mutts. He peered down, barely making out the pile of dirt the Diamond Dogs had made. This would require precision, speed, and, of course, a little bit of changeling magic.

He reared up, and then shot forward, diving towards the pile of dirt, the small spot he was aiming for. After gaining enough speed, the changeling wreathed himself in green flames; not to transform, but to make sure the impact wouldn’t hurt. Hopefully, he’d hit the mark, so his effort wouldn’t be wasted. This trick requires quite a bit of energy, after all.

“What’s he doing?” Bon Bon asked. Before anypony could answer, however, Suncloak hit his mark, causing a veritable explosion of dirt. The ponies had to look away to prevent any from finding its way into their eyes, but when they looked back, the changeling was nowhere to be found. What they did find, was a large shaft, leading into the ground.

“Making a really, really big hole, I guess,” Derpy said, peering down. The bottom wasn’t visible, and neither was Suncloak.

“Well, I’m going in!” Vinyl said, jumping into the hole before anypony could object.

“Vinyl, wait!” Bon Bon shouted after her. Hesitantly, she looked from the hole, to Lyra and Derpy, and back again. “Derpy, you stay here and make sure Lyra’s all right. I’m jumping in as well.”
“Okay,” Derpy said. “Just be careful!”

“Will do!” With that, Bon Bon jumped into the hole as well, plummeting down, soon disappearing from sight as well.

Derpy sighed. Even though she was really dirty now, courtesy of Suncloak’s dirtsplosion, she gave Lyra a hug. “Don’t worry, they’ll be back soon with your necklace, okay?”





Okay, so apparently, the magical shield only protects you from one impact. One. If the ground you’re landing on is a slope, and you roll further, only to fall off a ledge, then bounce further down, it still hurts. A lot. Luckily, Suncloak was able to stabilize himself in midair, managing to make the last second of his descent painless. The rest, not so much, but at least he was getting better at this ‘not injuring himself’ thing.

The cave he was in was... well, very high. He could see the ledge he fell off of above, and the ceiling. There was a ledge at about the same height on the other side of the cave as well, though Suncloak didn’t know if it led anywhere. Aside from that, the place was pretty bland, filled entirely with boring, gray rock and a lot of tunnels. That just left figuring out where to go.

“Hey, Suncloak!” he heard Vinyl shout from above. “You okay?”

Suncloak looked up, noticing that his neck really hurt from the fall. “Honestly, I’ve felt better,” he told her.

Vinyl’s head appeared, peeking out from over the ledge, joined by Bon Bon. “Oh wow, you fell really far.” Yeah, no kidding. “We’ll try to make our way down there to help you. There’s a tunnel on the other side, we’ll start there.”

Psh. Help? “I can do this on my own, I don’t need help!” Suncloak shouted back. Lyra might’ve needed it, but he, as a changeling, was perfectly capable of showing those dogs who’s the boss around here. The plan was simple: get the necklace, then get out. Sure, there were supposed to be a few extra steps in the middle of that plan, but those were up for improvisation.

He just had to figure out which of the myriad of tunnels to take first. This called for the most complicated of changeling magics, namely an intricate pathfinding... ‘spell’. Luckily, Suncloak still remembered the all-important incantation.

“Eeny, meeny, miny, moe,” he said, pointing at a different tunnel with each word, “catch a dragon by the toe, if he roars, let him go, eeny, meeny, miny, moe.” The last tunnel he pointed at, was the tunnel he would take. Easy!

As he walked through the tunnel, Suncloak thought of how he would encounter the Diamond Dogs. Perhaps they were deep in the caves, in the darkest part. Sitting atop piles and piles of gems, planning their next insidious plot.

Nah, they were probably just sitting around, being dumb dogs.

Surprisingly, in his trek through the long, winding tunnel, Suncloak didn’t encounter any Diamond Dogs. In fact, after a few minutes, he came across an abandoned room, with a very high ceiling, two ledges somewhere high up, and a whole lot of entrances to other tunnels.

Wait a second... this was the exact same room he left just minutes ago! Suncloak groaned and grumbled. Stupid dogs and their stupid tunnels. Who even digs a tunnel just to make it lead to the exact same room it started at?!

With a sigh, Suncloak headed into a different tunnel. Two down, a whole bunch of ‘em left to go. Couldn’t they have put up a map around here somewhere? That’d be really handy. There were little to no indications as to what direction the tunnels were headed, and the layout of the place made no sense whatsoever.

In fact, even after quite a long time of walking around, Suncloak had found absolutely nothing. No Diamond Dogs, no Vinyl and Bon Bon, no necklace, no gems, just rocks. A whole lot of rocks. That is, until the changeling finally ran into something different.

A brown Diamond Dog in an iron armor set was walking through one of the tunnels, presumably on patrol. The thing seemed incredibly dim witted, but very bulky and strong. Even though it’d obviously be an easy match for a changeling, Suncloak decided to back off anyway, to find a spot where he could let the dog pass, and then continue on his way himself.

Or, that would’ve been his plan, had another, identical Diamond Dog not appeared, coming from the other side of the tunnel. Suncloak found himself in the middle, with nowhere to go. He started to panic; he didn’t want to get caught, but he couldn’t get away. This called for a genius disguise, but what? With a burst of green flames, he quickly transformed, before either of the dogs could see him.

The two dogs passed each other, not noticing anything out of the ordinary.

After a few steps, however, they both suddenly realized something. They walked back to the point where they passed each other, where they found something... peculiar.

A upside-down cardboard box, with ‘ORANGES’ written on it. Highly out of place in these mines.

The two guards looked at each other, and shrugged. One of them picked up the box, to find... Nothing? Weird. He crumpled the box into a ball and chucked it over his shoulder, not paying it any more attention. Both guards went on their way again, back on their patrols.

A few moments after they left, the crumpled-up box wreathed itself in green flames, turning into a crumpled-up Suncloak. His legs were tangled, and his neck was bent in a really uncomfortable angle. “Ow,” he managed to groan. Note to self, transform into something that fits in the environment next time, he thought.





Lots of untangling and walking later, Suncloak could finally hear something that wasn’t random barking or general dog noises. He could hear talking, and if he was correct, it was the Diamond Dog he spoke to back on the surface. As sneaky as possible, Suncloak headed towards it, until he found a room with three Diamond Dogs in it: the small brown one and the large bluish-brown one, wearing grey vests, and the gray one, wearing a red vest. Behind them was a large pile of gems.

And on top of said pile of gems was a golden necklace, adorned with sparkling gems. Lyra’s necklace!

While those dogs were murmuring about gems and digging to each other, Suncloak hid behind a rock and planned. One changeling, three Diamond Dogs. This might get a bit tricky, and he didn’t know where Vinyl and Bon Bon were, but that didn’t matter. Suncloak didn’t need any help, nor would he ever ask for any. He was a changeling, and a changeling was capable of everything!

First, he had to get those ugly mutts out of the way. A little bit of old-fashioned royal guard skill would come in handy in that regard. With a fierce battle cry, Suncloak jumped out from behind his rock, delivering a devastating flying kick to the largest Diamond Dog’s chest.

The Diamond Dog, however, didn’t even flinch, and Suncloak merely bounced off and ungracefully fell on the ground. Okay, so maybe that didn’t turn out as well as he had hoped. He could still save this!

“If it isn’t the bug pony again!” the gray dog said, looking equal parts surprised and annoyed.

“For the last time, I’m a changeling!” Suncloak corrected him. If these creatures hadn’t gotten on his nerves yet, they certainly did right now. He could almost hear his teeth grinding.

The small Diamond Dog came forward and prodded Suncloak’s nose. “This is our cave! Get out!” Its screechy voice annoyed Suncloak even further. These creatures were absolutely awful.

“I’m just here to get that necklace and get out. So get out of my way,” Suncloak answered, pushing the brown dog aside.

“Or what? You’ll force us?” the big dog asked, who was now standing in front of the changeling.

“You bet I will!” Suncloak shouted, turning around and delivering a solid buck to the Diamond Dog’s chest. Again, he didn’t even flinch, instead grabbing the changeling’s hind legs.

Suncloak struggled to get free, but that furball’s grip was too strong. “Hey, let go!” he complained.

The red-vested Diamond Dog shrugged. “Might as well listen to what he says. He’s so very dangerous, after all.” Both him and the small dog took a few steps back.

On cue, the bulky dog holding Suncloak started spinning, dragging the changeling off his hooves. As he gained speed, Suncloak couldn’t help but panic a little. “Please don’t let go please don’t let go please don’t let go!”

Instead, the dog let go, launching Suncloak back into the tunnels again, and causing him to painfully crash into a wall.

“Now get out, before we throw you out!” the gray Diamond Dog shouted after him. “Oh, wait. We already did!” He laughed loudly, the other dogs joining him a second later.

Suncloak growled. This called for Plan B. Not a plan he would enjoy doing, but it was necessary. Wrapping himself in green flames once again, he transformed into something quite different this time: a Diamond Dog. To be specific, one of the dark brown, armored ones, who he’d encountered in the tunnels earlier.

Wow. This felt weird. Suncloak had to stand up on his hind legs, which was easier said than done. With wobbling steps, he managed to walk around a little bit, but tripped every now and then. If he wasn’t wearing such a stupid helmet that obstructed most of his sight, this wouldn’t be so ridiculously difficult. And then there were these arms and paws, waving around uselessly with every step. This body was really inefficient.

And the smells! This place smelled absolutely disgusting, courtesy of the changeling’s new dog nose. How could these creatures live here? Actually, Suncloak realized, they were probably the scents of the other Diamond Dogs. And boy howdy, did they reek. Changeling hives don’t smell all that well, but this was a whole new level of horrible.

All the more reason to wrap this up quickly. As swiftly as possible, Suncloak made his way back to the three Diamond Dogs who had Lyra’s necklace. ‘Swiftly’ meaning ‘slowly, swaying back and forth’. He had to give these dogs credit for at least one thing: walking like this sure wasn’t easy.

Stealthily, Suncloak made his way past the three dogs. Which meant trying to walk in a straight line and not bump into anything, which was way harder than it sounded. The Diamond Dogs were bickering about something, though Suncloak didn’t know what. He didn’t care enough to listen to what these morons had to say. When they spotted the transformed changeling, they didn’t say anything, and returned to their discussion.

That just left the hardest part: using his hoof... paw, to grab the necklace. Suncloak looked at his transformed front limbs. What was the appeal in this? These fingers were so weird. They could be used to grab things, yes, but why not use your mouth? Then again, this pile of gems was pretty big, and the necklace was all the way on top. It would be impossible to reach using his mouth, so Suncloak would have to use his new paw. He reached up, but came just a little bit short. Standing on his tippy-hooves... toes, whatever, he managed to grab it.

However, his balance was completely shot, and Suncloak fell forward, crashing into the pile of gems. But hey, he had the necklace, now he just had to—

“What are you doing there?” the red-vested Diamond Dog shouted. “Hey, get your filthy paws off our gems!”

Suncloak stood up as quickly as he could, still grasping the necklace. It seems like couldn’t leave without a fight!

The large Diamond Dog cracked his knuckles. “Seems like you need to be taught a lesson.”

Suncloak gulped. “Ruh-roh...”





Vinyl and Bon Bon were semi-casually walking through the underground tunnels. They had to keep their eyes out for any dogs, but they hadn’t encountered any yet. They had been wandering around aimlessly until a while back, when they started hearing sounds of fighting.

“I hope Suncloak’s okay,” Bon Bon said. “Sounds like somepony, or at least something, is taking quite the beating.”

“Nah, he’ll be fine,” Vinyl said, with a dismissive gesture of her hoof. “This is Suncloak we’re talking about! He’ll show them a thing or two.”

Just then, a brown, armored Diamond Dog came flying in their direction, crashing into a nearby wall and dropping to the ground. “See?” Vinyl said.

The Diamond Dog was then wreathed in green flames, turning into Suncloak. “Ow.” The battered changeling decided to just lay on the ground for a few moments.

“Oh,” Vinyl said, with an embarrassed grin. “Guess he was losing.” She went over to her floored friend, helping him up.

“Are you okay, Suncloak?” Bon Bon asked.

“Yeah,” Suncloak said, shaking his head to get rid of some dizziness. “I just need to come up with... plan D, I think?” He’d lost count. Not that it mattered, he’d go through as much plans as it’d take.

“Do you... need any help?” Bon Bon had a concerned look on her face.

“No,” Suncloak said, heading towards the Diamond Dogs again. “I can do this on my own, thank you very much.” He didn’t need help. Help was for the weak.

“Whoa, whoa, whoa,” Bon Bon said, hastily catching up to the changeling and blocking his path. “Did you take a good look at yourself? You look terrible!”

Suncloak paused, if only because his friend was in the way. His head hurt. And so did his neck, his hooves, his back, his wings, his tail... His whole body hurt. A lot. He had already lost count of how many times he’d been thrown around today. “Your point?”

“My point is that maybe, just maybe, these Diamond Dogs are a bit out of your league,” Bon Bon said, very carefully.

“What?!” Suncloak said in disbelief. Utter, ridiculous nonsense! He didn’t need help! He tried to get past Bon Bon, but she kept blocking him.

Vinyl joined her pony friend. “We’re just saying, Sunny. Maybe you’re pushing your limits just a little bit too far.” She paused for a moment. “And it’s kinda worrying me.”

Suncloak sighed. “Fine. We’ll work together.” Truth be told, he still wasn’t keen on receiving help, but he didn’t want to upset his friends either.

“Great!” Bon Bon said, rearing up and clapping her front hooves. “And I think I already have an idea.”

Suncloak slunk forward past his friends, grumbling. “Well, they’re keeping the necklace right up ahead.” Vinyl and Bon Bon followed him, until they reached the Diamond Dogs’ room.

Hiding behind the same rock again, Suncloak pointed at the collapsed pile of gems. Lyra’s necklace was still on top, though the height was a bit more realistic to reach for ponies or changelings now. “There it is. They keep throwing me out before I can reach it, though.”

Bon Bon joined him behind the rock, soon followed by Vinyl. This hiding place was so much less cramped without two ponies sitting there as well. “Vinyl, do you have some kind of spell that makes a lot of light?” Bon Bon asked.

Vinyl tapped her chin with a hoof, deep in thought. “Yeah, I think I got something. It’s actually a spell used for lighting effects for gigs, but it makes a lot of flashy lights.”

“Great,” Bon Bon said with a small smirk. “You cast that spell on the Diamond Dogs, then I’ll run in and grab the necklace.”

“And then?” Suncloak asked. “What do I do?”

“You just sit tight,” Bon Bon said, “when I have the necklace, we run, and we get back to Lyra and Derpy.”

Suncloak grumbled. They were going to help him, and he couldn’t even do anything? That sounded like worthless help.

“Okay, ready?” Vinyl asked. After Bon Bon nodded, the unicorn’s horn started glow. After a few seconds, a great burst of light appeared in the middle of the three Diamond Dogs, flashing in a variety of colours, blinding them.

Dazed and confused, the three dogs wandered around, bumping into each other and the walls, and yelling at each other the whole time, though what they said came out quite unintelligible.

Bon Bon quickly ran in, grabbed the necklace and put it around her neck, and immediately headed back. “Go, go, go! Run for it!” she shouted at Suncloak and Vinyl. That actually sounded like a very good idea, seeing as the Diamond Dogs were quickly regaining their senses.

The two ponies and changeling quickly took off into the tunnels. “Do you even know which way we have to go?” Suncloak asked.

“We left markers on the ground,” Vinyl said. “Just follow us!”

As they ran through the tunnels, Suncloak threw a look over his back. No Diamond Dogs in sight yet, luckily. “Get back here!” he suddenly heard one of them shout. Okay, out of sight, but they were definitely chasing them.

Suncloak accelerated, making sure he could keep up with his friends. He really didn’t look forward to being beaten up yet again. After a few minutes of running, they passed through the room Suncloak had fallen into when he first got underground. All the while, the Diamond Dogs were slowly gaining on them.

“This way,” Bon Bon said, panting. “We can go up here, so we can reach the ledges above and get out.”

Suncloak complied. Receiving help or not, listening to his friends seemed like a really good idea right now. He looked back again, seeing that those three dogs had nearly caught up with them. “They’re close!” he shouted. “What do we do?”

“I don’t know!” Vinyl said. “I’m not really a mare of many ideas!”

The end of the tunnel they were running through was in sight; it ended on one of the ledges, and on the other side, the tunnel going back to the surface was visible. They’d need to get across, but they’d also need to get rid of the Diamond Dogs...

Suddenly, Suncloak had an idea. “Bon Bon, give me the necklace.”

With a flick of her head, Bon Bon threw the necklace to Suncloak, who caught it with his horn. “What’re you planning?”

“When we get onto that ledge, you two jump out of the way, and I’ll take care of our...” Suncloak looked over his back again. “...unwanted baggage.”

“You sure?” Vinyl asked. After all, Suncloak’s earlier plans weren’t really successful.

“I’m not going to do anything stupid,” the changeling told her, slightly annoyed. “Trust me.”

As they reached the ledge, both Vinyl and Bon Bon jumped to the right, out of harm’s way. Suncloak, on the other hoof, ran straight forward, skidding to a halt at the very edge of the ledge. He turned around to see the three furious Diamond Dogs rushing at him, hell-bent on getting the necklace back.

“Get that bug pony!” the red-vested one yelled, jumping at Suncloak. The other two soon followed.

Suncloak rolled his eyes. Whatever, he wasn’t going to correct them again. He took a deep breath, and with a whirl of green flame, he transformed into what was the most dangerous thing imaginable right now: a small rock. Though it still wore the necklace.

The three Diamond Dogs’ eyes widened in surprise while they were still in midair. As they realized that they would not only miss their target, but also take a deep plummet, they screamed, and plunged down. After a series of painful-sounding bounces, the three of them lay in a heap at the bottom.

Vinyl and Bon Bon let out relieved sighs. “Phew. That was close!” Vinyl said. “Suncloak, you okay?”

The rock didn’t react.

“Uh, Suncloak?” Bon Bon asked. Again, no reaction.

Vinyl cautiously prodded the changeling-turned-rock. “I don’t think he can hear us.”

Suddenly, the rock was surrounded with green flames, turning back into Suncloak again, who desperately gasped for air. “Do you have any idea how hard it is to breathe when you’re a rock?” he asked after a few moments of catching his breath.

Bon Bon arched an eyebrow. “Can’t say I do, considering I’ve never been a rock before,” she said with a smile.

“I’ve rocked out before,” Vinyl said, grinning. “Does that count?”

Suncloak inspected one of his front hooves: the necklace had somehow gone through one of his holes during his transformation. After some fidgeting, he managed to get it loose, and hung it around his neck. “So, what do we do now?”

“There’s a really narrow ledge over leading to the other side,” Bon Bon said, pointing at a ledge, just wide enough to stand on if you were standing on your hind legs, which followed along the walls of the room, leading to the other side. “We used that to get over here in the first place.”

Vinyl peered over the ledge to check on the Diamond Dogs. “Uh, I don’t think we have the time for that,” she said, starting to panic. “Our doggy pals are climbing up again and they’re looking pretty angry!”

Suncloak joined her for a moment, to see that the nuisances-of-the-day were indeed furious. Then again, falling off a ledge like that was likely to make anyling angry. Suncloak could know, it happened to him a earlier.

“Um, okay,” Bon Bon said, frantically thinking up a solution. “Flying! Suncloak, you can get us across faster!”

“Will do!” Suncloak said. He picked up Vinyl, his wings buzzing harder than ever before, and managed to lift the two of them off the ground. As quickly as he could, he brought his unicorn friend to the other side, and then went back as fast as possible to do the same to Bon Bon. 

“Hah! They can’t get to us now!” Suncloak said, panting heavily.

The Diamond Dogs, who were now climbing up the wrong ledge, jumped down, and started climbing up the other ledge.

“Oh,” Suncloak said, deflating a little.

Bon Bon peered up, able to see a small point of light, coming from the surface. “We just have to get to the surface now.”

“But Suncloak can’t get the two of us up there fast enough!” Vinyl said. “What do we do?”

Quickly, Suncloak rushed into the tunnel as far as he could. “Derpy! Help!” he shouted.

Not even a second later, Derpy came flying down, quickly halting in front of them. “I’m here! What’s going on?”

“No time to explain!” Suncloak said, shoving Bon Bon against Derpy. “Fly her up to the surface, I’ll take Vinyl!”

“Uh, okay,” Derpy said, carefully picking up Bon Bon. As she started to flap her wings, she could see the Diamond Dogs closing in on them. “Okay, going up!” she said, taking off faster than ever before.

Suncloak did the same to Vinyl, who could luckily assist a little by using her telekinesis, but their ascent was slower than that of their friends.

As soon as the four of them were above ground again, Suncloak threw the necklace at Lyra with a flick of his neck, before the three Diamond Dogs jumped out of the hole, managing to pin the four ponies down. The gray one had jumped on Bon Bon, the large one on Vinyl and Derpy, and the small one on Suncloak.

“Time to teach you ponies a lesson,” the red-vested Diamond Dog said. “Stay out of our—” he started, but was interrupted by an incredibly loud gasp.

Lyra had picked up her necklace, and was looking absolutely overjoyed. Her face beamed as she put the necklace back on again. “Oh wow, you guys actually brought it back for me!” she said, still looking at the necklace. When she looked at her friends, however, she saw that they were all pinned down by the three dogs. “Hey!” she shouted. “Get off my friends!”

“Or else what?” the red-vested dog said, struggling to keep Bon Bon down. “You’re going to cry at us?”

Lyra snorted. “Worse. Now get off my friends.”

The same Diamond Dog glared at her. “Make us,” he challenged the angry unicorn.

This turned out to be just the wrong thing to say. “Fine,” Lyra said. With all the fury of a very angry pony, she jumped at the dogs, throwing all three of them off her friends.

Bon Bon, Derpy, Suncloak and Vinyl quickly scrambled away from the scene, where what was probably the most painful beatdown Suncloak had ever witnessed was taking place. Bon Bon averted her eyes, Derpy covered hers, and Vinyl raised her sunglasses to make sure her eyes weren’t lying to her. Suncloak’s eyes widened considerably. Limbs were not supposed to bend that way.

A very short, very one-sided fight later, Lyra emerged from the mess, leaving three messes of Diamond Dogs on the ground. “There. I made you.” She gave them the most menacing stare possible. “Don’t hurt my friends. Ever. Again.”

“Wow,” Vinyl uttered after a few silent moments.

Immediately, Lyra turned around again, an incredibly happy expression on her face. She went over to her friends and wrapped them all in an incredibly tight hug. “Oh, thank you thank you thank you! I was so sad and then you came to help and I was still sad and then you came back up again and I got my necklace back and then those dogs were hurting you and I was so worried!”

“No problem,” Bon Bon wheezed, the air being crushed out of her lungs by the ecstatic unicorn.

“Can’t... breathe...” Vinyl managed to say, her face turning blue.

“Oh, whoops!” Lyra said, letting go. “I’m just so happy that I have the best friends in all of Equestria!”

“I’m glad everything turned out okay,” Derpy said. “Let’s go home, okay?”

Suncloak could get behind that idea. He was hurt, tired, and just wanted to get to bed already. Exhausted, yet happy, the five of them went back to Ponyville.

As they left, the beat-up Diamond Dogs twitched a little. “Let’s... let’s never mess with ponies again,” the gray one said.





Hurriedly, Suncloak made his way into the cave. He was late for his usual, weekly appointment with the other changelings, and he wasn’t really setting a good example like this. He ran through the narrow shaft, barely managing to come to a halt in front of the field of flowers that occupied the first room of the cave. He didn’t want to step into Poison Joke again, after all.

Only, to his surprise, there was now a neat path carved throughout the small patch. None of the Poison Joke was even near the path; all of the blue flowers had been moved and put as close to the walls as possible.

Amazed, Suncloak casually walked to the other room, where he found the other changelings. “Who made the path?”

Somewhat embarrassed, #45 stepped forward. “I did that. Told you I could solve our flower problem.” Ah, right. He’d said he could do something about the Poison Joke last time. Although, Suncloak hadn’t expected such a radically... pretty solution. “I borrowed some gardening tools from my friends, and they gave me some tips,” #45 proudly explained. “So yeah, we have a path now.”

“Huh. Neat,” Suncloak said. “Anyway, sorry I’m late. I got really beat up learning this week’s lesson.” He’d been taking some long naps to recuperate, but that made him forget about the time.

“Yeah, yeah, great,” #14 said, anxiously running in place. “Hurry up and tell the lesson, will you?”

Suncloak arched an eyebrow. “Why, what’s the rush?”

“I made an appointment with a friend for tonight, and I’m starting to run late. That, and tomorrow’s a school day for Lofty Wings— I mean, #145,” she said, pointing at the young changeling, who was swimming in the pool in the middle of the cave. “He needs to go to bed soon, so he won’t be too exhausted. Again.”

“...Okay,” Suncloak said, even more surprised. Apparently, #14 had a very busy schedule now that she was spending time in Ponyville. “But only if you say the magic word,” Suncloak told her with a smirk. Might as well get some enjoyment out of this, of course!

“Gah!” #14 exclaimed. “I won’t... Bah.” She took a moment to get ready. “Please,” she said, with a considerable amount of disgust. “Just hurry up, okay?”

“Good,” Suncloak said, with a cocky smile. It was nice to pester her once in a while. “Now I can tell the all-important lesson about friendship.”

As if on cue, the other changelings gathered around as well, just like last time.

“So...” Suncloak paused a bit, searching for the right way to explain this. “After a pretty painful expedition in some caves, I realized that asking anyling for help isn’t as weak as I was taught it was. In fact, it’s better to ask for help than to try and go further than your limits, because it can really upset your friends to see you harmed by that.”

“Okay, help’s great, see you later, bye!” #14 said, quickly putting #145 on her back and leaving through the hole in the roof. The little #145 managed to shout a small “Bye!” before they both disappeared.

“She sure was in a hurry,” #21 said, giving the hole a quick glance. “So, you’re saying it’s normal for ponies to just ask help?” he said as he turned back to Suncloak again. “Sounds kinda backwards.”

“For us, maybe,” Suncloak said. “We might think asking for help is weak, but, uh...” he paused for a moment, trying to find the right words. “Isn’t it also strong to admit that you know where your limits are?”

#21 rubbed his chin. “I do guess that’s also a good thing, but... not really changeling-like, if you know what I mean.”

Suncloak sighed. “Friendship is not a changeling-like thing. We have to let that go a little bit, if we want to live here. Or at least, I do.”

“You really don’t want to go back to the hive, do you?” #21 asked.

“No. I’m enjoying myself much more in Ponyville, plus I’ve got all the love I’d ever wanted,” Suncloak said. It was way easier to stay well fed among ponies, and because he didn’t need a disguise, it saved him a lot of energy.

Besides, the hive was stupid, smelly and filled with jerks.

“Why’re you asking, anyway?” It struck Suncloak as an awfully thoughtful question for #21 to ask.

“It just... popped into my head,” #21 answered. “Never mind.”

Suncloak wasn’t entirely sure if he believed that. #21 was usually a bit aloof and not the smartest changeling around, so seeing him take this so seriously was... strange, to say the least. Suncloak had honestly expected him to make fun of this week’s lesson, but that proved not to be the case.

It was almost as if... Nah. Suncloak decided not to pursue that train of thought anymore.

For now, they would just relax, and talk about their experiences in Ponyville.

> Episode 5: The Hearth's Warming Spirit
> --------------------------------------------------------------------------


The Hearth’s Warming Spirit


The first thing Suncloak noticed as he woke up, was that it was really cold.

Sure, the temperature had been dropping the last few weeks, but this was causing his wings to freeze! Grumbling, the changeling rolled out of bed and opened the curtains on his window.

To his great surprise, Ponyville was entirely covered by a blanket of white... stuff! Curious, Suncloak went downstairs and outside, only to instantly trip and plant his face right into the cold, white... whatever it was. Because it was white, ‘extremely ugly’ came to the changeling’s mind, but he guessed that wasn’t what ponies would call it.

With chattering teeth, he stood up again. It was even colder outside than it was inside the house! And then there was this white junk, too. And there was a lot of it: as far as Suncloak could see, everything, from the streets to the rooftops, was covered in it. And it was pretty deep, too. The holes in the changeling’s hooves kept scooping it up as he made his way forward. Where did this stuff come from?

“Wheeee!” he suddenly heard someling shout. It was Derpy, who was making a lot exuberant loops and corkscrews. “Look, Suncloak! The weather team gave us a surprise last night! Snow!” she said, still flying around. She went all over the place, scooping up the white stuff and throwing it on a heap, only to fly straight through it afterward. Suncloak could also see she was wearing a green scarf and yellow boots, to stay warm.

Suncloak stared at the happy pegasus, confused. “What’s s-snow?” His shivering made it difficult to talk. Who thought these temperatures were a good idea?

Derpy gasped, dropping straight out of the air, plopping down right in front of Suncloak. “You’ve never seen snow before?”

Suncloak arched an eyebrow. “No. Should I?”

Derpy grabbed his head with two hooves, hovering in the air. “Yeah! Snow’s great!” She swiveled the changeling’s head around, forcing him to look around. “You can make snowponies with it,” she said, as Suncloak could see two fillies making a pony out of the stuff, “and you can get into snowball fights!” Elsewhere in the street, a few ponies were making small balls out of the snow, throwing it at each other and having a good time.

The gray pegasus let go, flying up and twirling around. “And there’s so much more you can do! You can build a snow fort, you can go sleighing, make snow angels, and then I’m not even talking about the ice yet!” She landed in front of Suncloak again. “You really haven’t seen it before?”

Suncloak shook his head. “Changelings don’t even l-leave the hive when it gets too c-cold.”

“Oh wow,” Derpy said. “You’ve been missing out. Big time.” She started making her way through the snow, beckoning the confused changeling over. “Come on, let’s go find the others!”

Suncloak followed her, carefully treading through the snow. It crunched and crackled under his hooves. He wasn’t entirely sure what to make of this. Sure, the things Derpy described sounded fun, but it was far too cold to think. If only he had something warm to wear, like a scarf or something. That’d at least make the weather more tolerable.

“So, changelings stay inside the hive during the winter?” Derpy asked.

“Yeah, we just hole up,” Suncloak answered. Understandable, because this cold was unbearable.

“But... don’t you need to get love to survive? You have to leave the hive every once in a while, right?” Derpy asked, confused.

Suncloak shook his head. “Nah, w-we stockpile the stuff somewhere.”

Derpy paused, standing still for a moment. “How does that work?”

Suncloak shrugged. “I don’t know. I was a royal g-guard, I wasn’t involved in any of that.” Though, in hindsight, it might have been useful to know. Just in case.

Derpy waved her hoof dismissively as she continued walking. “Well, it’s not like it matters. We’ll be friends forever, so you won’t ever have to worry about that!”

“Right,” Suncloak said with a smile. As long as he had friends, he had a practically infinite supply of love, anyway. He just had to keep it like that, and he wouldn’t starve, ever! He didn’t need a stockpile; his friends were his stockpile!

Just a little while later, the two of them reached the street where Lyra, Bon Bon and Vinyl lived. Sadly, but not surprisingly, the three of them were nowhere to be found.

“I guess they’re inside, where it’s warm,” Derpy said, walking up to the door of Lyra and Bon Bon’s house to knock.

Suncloak shivered. He’d like to keep warm right now. So far, this whole winter thing wasn’t exciting at all.

A moment later, Bon Bon opened the door. Upon seeing her friends, her face lit up. “Hi Derpy! Hi Suncloak! The weather team sure got us a lot of snow this year, huh?”

“They sure did!” Derpy said. She glanced past Bon Bon, and then looked around. “Where’s Lyra? Or Vinyl, for that matter?”

Bon Bon stuck her head outside the door, looking around. “I thought they were playing outside. I was going to join them in a minute, but I think they’ve run off.” She looked at Suncloak, who was shivering so hard, he was almost vibrating. “Are you okay, sweetie?”

“C-c-c-cold,” Suncloak managed to say, by clamping his jaws down as hard as possible, to avoid most of his teeth chattering

Bon Bon sighed. “Well, you aren’t wearing anything, after all. Hold on, I might have something you can borrow,” she said, going back into the house for a bit. Rather quickly, she returned, wearing a set of pink earmuffs, a pink winter saddle and dark blue boots. In her mouth, she held a thick, light blue scarf.

She went over to Suncloak, quickly throwing the scarf around his neck. “And...” she said, heading back into the house again, this time returning with an old, dark green set of boots, which she put on the ground in front of the changeling. “Here, try these on. They’re a bit old, and might not fit, but it’s better than nothing, right?”

As fast as he could, but shaking all the while, Suncloak stepped into the boots, and wrapped the scarf around his neck. It felt much, much better! It wasn’t nearly as cold anymore, and though the boots were a little bit too large, it was still a lot more comfortable than just walking through the snow barehoofed.

“Better?” Bon Bon asked with a warm smile.

Suncloak nodded vigorously. “Thanks!”

“No problem,” Bon Bon said, inspecting the area again. “Now, if we could just find Vinyl and Lyra...” The only things in the street were the three of them, and lots of piles of snow.

“You don’t think they’re planning to ambush us, do you?” Derpy asked, prodding one of the larger piles of snow.

“Ambush?” Suncloak asked, arching an eyebrow. “What do you mean, ‘ambush’?”

“Well, whenever there’s snow,” Derpy started explaining, “Vinyl and Lyra always like to—”

Suddenly, the pile of snow the pegasus was prodding burst apart, revealing Vinyl Scratch, who instantly peppered Derpy with a load of snow. Another pile of snow in the street burst open as well, from which Lyra started throwing snow at the others.

Instantly, Suncloak jumped for cover behind the nearest pile of snow. He even managed to avoid getting hit! He sat there for a moment, panting slightly.

He felt something land in the snow next to him. “Hi Sunny!” Ah, it was Vinyl. A quick glance told the changeling that she had snow all over her body: clumps of it were stuck in her mane, and her coat was wet in various places. The thick, black vest and blue boots she was wearing were also covered in snow. “Want to help me defeat the enemy?” She created a ball of snow using her magic, and blindly chucked it over their cover.

“Enemy?” Suncloak asked. “That’s our friends over there,” he said as he stood up. “Not our enemy.” However, a sudden, very cold impact on the back of his head made him duck for cover again. “Never mind, they’re our enemy.” Annoyed, he shook his head to get rid of the few bits of snow that still stuck to him.

“Great!” Vinyl said, throwing yet another snowball at the enemy. “You make a stockpile while I hold ‘em off!” With that, she stood up to get a better view, but was instantly rewarded with a snowball to the face.

With that, Suncloak started scooping up snow from the relative safety of his cover. Teamwork was important, after all. After a few seconds of trying to shape it into a ball, however, the changeling was only rewarded with a crude snowcube. Annoyed, he blindly threw it at the others, over his shoulder.

A startled “Gah!” told him he somehow managed to hit Derpy, though.

This required some more craftiness. With a whirl of green flames, one of Suncloak’s hooves transformed into something more useful: an ice cream scoop. Much faster, he started scooping up snowballs, even stacking them in several neat pyramids.

Vinyl turned back from her heavy fight and looked at the pile. “Wow, that was fast.” Upon seeing the changeling’s transformed hoof, she grinned. “Good going, Sunny!” She levitated a few of the snowballs up, starting to rapidly throw them at the opposition. “They won’t know what hit ‘em!”

Suncloak changed his hoof back to normal and picked up one of the snowballs. To be honest, he didn’t really get the appeal of this game yet. So far, all he did was get hit and make ammunition. Seeing as Vinyl was having a great time, and he could hear laughter coming from the other side as well, maybe he was doing something wrong. Hesitantly, he stood up.

On the other side, he could see Lyra, Derpy and Bon Bon ducking to take cover from Vinyl’s onslaught of snowballs. As Vinyl temporarily stopped to reload, however, Lyra peeked up, wearing a bobble hat, matching the colours of her mane. Upon seeing Suncloak, she immediately chucked a snowball at him, only to have it go miles wide and miss.

Suncloak, on the other hoof, made a perfectly straight shot, hitting Lyra in the face. With a startled shout, she dropped back behind cover again.

“Hah, woo!” Suncloak exclaimed with a laugh, dropping back as well. “Did you see that? Direct hit!” Completely giddy, he started making more snowballs. Snow was fun! He couldn’t believe changelings never went outside the hive during winter to make use of this. It’d be a fun way to practice tactics, plus it felt really relieving!

“Wow,” Vinyl said in between shots, “it’s like you haven’t ever played in the snow before.”

“That’s because I haven’t,” Suncloak said. He quickly went in and out of cover to throw another snowball. He missed, but the next one would surely be a hit! “Changelings don’t leave the hive when it gets this cold.”

Vinyl arched an eyebrow. “You’re kidding. So you don’t have snowball fights, or build snowponies?”

“Nope,” Suncloak said, quickly delivering another payload of snowballs. This time, he managed to hit Bon Bon. With what must’ve certainly been a really goofy smile, he dropped behind cover. “And wow, I missed out on a lot!”

“No kidding,” Vinyl said with a smirk as she stood up again, snowballs levitating beside her. “I can’t wait to celebrate Hearth’s Warming Eve with everypony.”

“Hearth’s Warming Eve? What’s that?” Suncloak asked. He seemed to vaguely recall hearing about it, but it didn’t sound like something changelings had.

“Whoa, whoa, whoa!” Vinyl shouted, dropping her ammunition. “You don’t know what Hearth’s Warming Eve is? You’ve never celebrated it?!”

“Uh, no,” Suncloak said, surprised. This sounded like a really big deal, though he had no idea why.

Vinyl quickly ducked to dodge a snowball, then went up again, making a ‘T’ sign with her hooves. “Time out, everypony! Time out!”

Almost instantly, the other side stopped throwing snowballs at them. Huh. This was an unusual, yet useful way to end a conflict. Maybe it would’ve worked on the Canterlot invasion as well, though Suncloak wasn’t really looking forward to going through that whole shtick again. The changeling stood up, to see that the others had left their cover as well.

“What’s up?” Lyra asked. In addition to her mint green beanie hat, she was wearing a dark green sweater and brown boots.

“Suncloak just told me that he doesn’t know what Hearth’s Warming Eve is!” Vinyl said. Suncloak wasn’t sure whether he was supposed to be confused or embarrassed right now.

Lyra, Derpy and Bon Bon gasped, though Lyra was by far the loudest of the three. She rushed up to Suncloak, pressing her face against his. “Is this true?!” She backed off a little, eyeing the changeling’s new attire. “Nice scarf, by the way.”

Suncloak backpedalled a bit. “Yes, it’s true.” Uncertainly, he looked at the rest of his friends, who were giving him mixed, unreadable looks. “That isn’t such a big deal, is it?” He sure hoped it wasn’t, because he felt really awkward right now.

“Not a big deal?” Lyra asked, astounded. “Not a big deal?! You tell me you’ve missed out on the presents, and the decorations, and the yummy food, and the snow, and not to mention all the presents, for years, and it’s ‘not a big deal’?!”

...That much? Wow. It sounded like a big deal indeed. In that case, there was actually only one more thing Suncloak wanted to know. “What’s Hearth’s Warming Eve about, anyway?”

“It’s about being friends!” Lyra said. “Duh.”

“To be more specific,” Bon bon chimed in, “we celebrate the three pony races living together as friends.”

Well, that explains why changelings have never heard of it. “Then how can I celebrate it? You know, since I’m not exactly one of the three pony races,” Suncloak said.

Derpy made a dismissive gesture with a hoof. “Oh, the whole holiday is about friendship. I’m sure nopony would mind if a changeling joined us for the celebrations.”

“Besides,” Vinyl added, “you’re already kind of thinking like a pony anyway. No sweat!”

Now that was so not true. Suncloak didn’t think like a pony! Well, maybe a little bit, but he was still a changeling, at his core. No matter how much he learned about ponies and friendship, that would always be true.

After all, friendship was kind of a big necessity for him, seeing as he would starve without it. Or he’d have to go back to temporarily taking the places of other ponies to steal love, but he wasn’t sure if his conscience allowed that. Besides, feeding off the love of friendship was a lot easier, anyway.

“Oh, oh, oh!” Lyra exclaimed, turning to Vinyl. “Is Octavia coming again this year?”

“She sure is!” Vinyl said. “In fact, her train should arrive this afternoon. It’s going to be great!”

“Who’s Octavia?” Suncloak asked. It sounded like another pony. Which also meant another potential friend.

“She’s an old friend of mine, from Canterlot,” Vinyl explained. “She comes over every year, for Hearth’s Warming. I think you’ll like her!”

Suncloak’s face lit up. Indeed, another friend! And seeing as she came from Canterlot, that would be doubly useful: if he became friends with her, he’d have a place to get some love if he ever found himself there. That was kind of a long stretch, but it was better to be prepared. “So, when do I get to meet this Octavia?”

“Like I said, this afternoon,” Vinyl said. “In the meantime, let’s have some more fun in the snow.” 

Almost immediately, snowballs started flying in every direction again, the ponies and changeling erupting into a free-for-all brawl this time.





After a few hours of various activities, lots of laughing, and a load of fun, the group had made its way to the train station. The ponies were somewhat tired from their long time playing, but Suncloak wasn’t. He actually felt more energetic than usual, courtesy of spending so much time with his friends. Even now, the sweet scent of love still hung in the air.

There were a lot of ponies on the train station. A lot of them were probably either waiting for the train to arrive, so they could get to Canterlot, or they were also waiting for friends or relatives to arrive. Suncloak had been at a train station before, but never in the winter. What amazed him, was that even though the snow had only fallen today, the tracks were completely clean. Probably because the pegasi didn’t let any fall on them, considering it’d be a bit difficult for the train to ride through the snow.

Suncloak felt pretty impatient. He couldn’t wait to meet this new pony and make another friend! Strangely, yet funny in some way, he probably would have retched at the mere thought a few months ago. Well, times change, after all.

After a few minutes, the train arrived. Not that many ponies stepped out of the train, making it easy to find their guest. “Tavi!” Vinyl called out, rushing forward to hug one of the arrivals. It was a gray earth pony mare with purple eyes and an immaculately kept black mane and tail, wearing a pink and white scarf and matching boots. She was also wearing a simple, white set of saddlebags, and carried a small, brown suitcase with her, which had fallen on the ground.

Octavia was startled for a split second, but quickly returned the hug. “Vinyl Scratch!” She had a bit of a posh, distinguished accent. “How have you been?” she asked, after the hug.

“Great!” Vinyl said. “How about you?”

“Very well, of course,” Octavia said, taking a deep breath through her nose. “It is always wonderful to be in Ponyville.”

“Sure is! ‘Cause we’ll celebrate Hearth’s Warming Eve with all our friends!” Vinyl exclaimed, grabbing Octavia and swiveling her around to face the others. “Oh, and I can’t forget our new friend,” she said, motioning towards Suncloak. “Octavia, this is—”

With a frightened yelp, Octavia broke free and shot backwards a few steps. “A changeling!” She pointed an accusatory hoof at Suncloak.

“Um, yes,” Vinyl said. “But everypony calls him Suncloak.”

Suncloak merely waved, not entirely sure what to do right now. The mare’s reaction was really weird, but he didn’t want to botch his chances to befriend her.

Octavia looked between her friend and the changeling, confused at first, but realization soon appeared on her face. Not quite in ladylike fashion, she spluttered out a few syllables. After a while, she managed to say, “Are you saying you’re friends with a changeling?” She pronounced the last word pretty venomously, and glared at Suncloak for just a short moment.

“Sure am!” Vinyl exclaimed. “Cool, huh?”

Octavia said nothing for a while, composing herself again. “I... suppose,” she said with a sigh. She quickly cleared her throat. “How about we leave the station? It is absolutely freezing.”

“Sure,” Vinyl said, quickly levitating Octavia’s suitcase over their heads. “I’ll take your suitcase.” Quickly, the group took off, eager to get inside to warm up. Suncloak, however, lingered for a moment.

Octavia seemed... confused. And a bit cold-hearted. He couldn’t really hold it against her, though. She was from Canterlot, and probably didn’t know about him, so it was only natural for her to be surprised. He’d get her to warm up to him, eventually.

Quickly, the changeling followed after his friends. They were all busy talking to Octavia, but he decided to linger at the back of the group, formulating a plan. The new mare seemed quite different from the rest, since she was very... noble-ish. Very Canterlot-y. The way she talked, and the way she walked, a constant and steady gait, with her head held just a little bit high, reminded Suncloak of Queen Chrysalis. He’d need a different strategy to become friends with Octavia, most likely.

However, it could be that he was wrong. After all, here was this perfect example of a Canterlot mare, happily talking with Vinyl Scratch, the rough and cool DJ, who was almost her polar opposite. Maybe he just had to be himself, considering that’s how he made friends in Ponyville, too. A pony from Canterlot wouldn’t be that different, would it?

He was pulled out of his thoughts by Octavia starting to walk next to him. “So, Vinyl told me how you, a changeling, survives out in the open like this.” She looked straight ahead, not even sparing Suncloak a glance.

“Weird, isn’t it?” Suncloak asked. “I don’t really get it yet, but hey, it works, right? And it’s fun, too!”

Octavia said nothing for a short while. “It sure is difficult to imagine. A changeling, living among ponies? It sounds quite absurd.”

Suncloak made a dismissive gesture. “Oh, you’ll get used to it. We can be friends, too!”

“That would certainly be very... audacious, now wouldn’t it?” Octavia asked, narrowing her eyes. Without waiting for an answer, she headed towards Vinyl again.

“Okay... talk to you later?” Suncloak said, slightly confused. That was a weird conversation. Then again, she probably thought the same, talking to a changeling. Her first encounter like this wasn’t exactly the same as how the entirety of Ponyville learned of him.

Well, he’d become friends with her, eventually. The air still smelled sweet with love, so Suncloak was pretty sure everything would be okay. Though there was this strange, sour smell in the air as well, but he didn’t know what it was. But that would have to wait until later. For now, he caught up with Derpy. “So, how do you celebrate this Hearth’s Warming Eve thing, anyway?”

“Everypony does a few different things, really,” Derpy told him. “Some celebrate it together with their family, or with a group of friends, like us. But everypony puts up decorations,” she said, pointing at several ponies who were decorating houses, using lights, wreaths, bells and other things, “and there are always a lot of plays. There isn’t one in Ponyville this year, sadly.”

She kicked at the snow, and continued. “I was at the play in Canterlot last year, and it was really special. But I’m sure we’ll have one in Ponyville next year! As for the rest, well, the whole holiday is about spending time with friends, so that’s exactly what we’re going to do!”

Now that was a plan Suncloak could agree with. After all, what else did he want? This provided him with excellent opportunities to become friends with Octavia.





Not much later, they had arrived at Derpy’s house. It was there that they would celebrate, together with Derpy’s family. Once there, they all removed their winter gear, seeing as it was much warmer inside. In the living room, they found Dinky, digging through one of the many cardboard boxes standing there. And, most notably, a small pine tree. Well, it still reached the ceiling, but for a tree, it was pretty tiny.

Dinky surfaced from the box, an ornamental ball hanging from her little horn. “Hey mom! Hey everypony!”

Derpy giggled. “Already looking at the decorations?” She went over and peered into the box.

“Sure am,” Dinky said, trying to carefully remove the ball hanging from her horn. “Dad got them from the attic, but he had to go out to the store for a while, so he said I had to wait until you came home to do some decorating.”

“Well, now that I’m here,” Derpy said, sticking her head into the box and taking a wreath out of it, “we can do just that!”

Before she could do anything else, Lyra rushed forward, levitating multiple small boxes out of one of the bigger boxes. “Oh, I love decorating! Can I do the tree?”

“Sure,” Derpy said. She took another look at just how many boxes there were. “Actually, everypony can help decorating! We have a lot more stuff than I remember...”

“Yay! Hey Suncloak,” Lyra said, beckoning the changeling over, “come help me out!”

Though he had no idea what to do, Suncloak went forward. He looked at the tree, then at the boxes Lyra was holding. They were filled with various doodads, mostly balls and stars, with little hooks on them. “So, what do we do with these?”

Lyra put the boxes down and levitated one of the little ornaments out, hanging it in the tree. “We decorate the tree with them, of course!”

Well, that sounded easy enough. And just a bit silly. Why did they need to decorate a tree, anyway? This Hearth’s Warming Eve thing was really weird, so far. However, the promise of a lot of friendship was enough for Suncloak, and it was fun, in an odd way, to boot. Soon, the six of them were all busy decorating the house in some way or another.

Rather quickly, the lower half of the tree was adequately filled with ornaments, which presented Suncloak with a problem. Namely, that he couldn’t reach the top half of the tree. Lyra could, with her magic, but changelings didn’t have telekinesis, which would really come in handy right now.

Oh, wait, of course. Wings! He fluttered his wings with a buzz, and lifted off just a bit, able to reach the top of the tree. You know, having both magic and wings was pretty great, even if both of them were more limited than unicorn magic and pegasus wings.

However, after a few minutes, Octavia interrupted him. “Changeling? That buzzing sound is quite unnerving,” she said, drawing his attention. “Would you be so kind as to stop it?”

“Oh. Okay,” Suncloak said, clamping his wings shut and falling to the ground, landing neatly on his hooves. Before he could correct the mare on his having a name, however, she went about her business again. The changeling decided not to pursue the issue, though Octavia was kind of rude...

Well, whatever. It wasn’t as if he didn’t have other tricks up his sleeve. He just transformed his leg to make it much longer, able to reach the top of the tree. A bit weird, and he couldn’t walk normally unless he turned it back to normal, but it’d have to do. He would have to put some effort into becoming friends with Octavia, after all. Though, that weird, sour scent still lingered in the air. Strange.

Out of earshot, however, said pony approached Vinyl Scratch. “I still don’t get it.”

“Get what?” Vinyl asked. “Our being friends with Suncloak?”

“Yes.” Octavia glared at the changeling. “I don’t understand how one such as him ends up living among ponies.”

Vinyl sighed. “It’s a long story, and kind of difficult to explain. I’ll tell you when we have the time, okay? He’s a cool guy, honest. A bit weird and hard to understand, but he tries. Just give him a chance, okay?”

Octavia sighed as well. “I will try, though I cannot make any promises.”

Before Vinyl could express her gratitude, they were startled by something or somepony falling over. They investigated, to find that Suncloak had somehow managed to hogtie himself with a garland, the decoration snaking its way through some of the many holes in his hooves. “Uh... help?” the immobile changeling asked.

Octavia rolled her eyes. ‘Weird’ indeed.





Suncloak stared at his reflection in the ice. Sure, he’d seen ice cubes before, but he’d never seen this much ice in one place before. The whole lake was frozen! And really fast too, considering the snow had only fallen yesterday. He lowered himself to the ground and carefully tapped the ice with a hoof. “This can’t possibly be safe.”

“Sure it can!” Lyra said, jumping onto the ice. She had swapped out her brown boots for a set with weird blades under them. Using the blades, she glided across the ice, only to slip and fall after about five seconds. With a groan, she added, “If you can keep your balance.”

The changeling wasn’t convinced. At all. Who knew how cold the water underneath was? He wasn’t going to risk accidentally breaking the ice. That would be downright suicidal, and these ponies were suicidal for even thinking of playing on it! Just when he thought he understood this ‘winter’ thing, they threw this curveball at him.

Lyra, in the meantime, had gotten up again, and was skating in circles. Though she was a bit more careful now. “Come on, Suncloak. It’s fun!”

Suncloak looked at his reflection again. He could see bubbles in or under the ice. How thick was it? He wasn’t looking forward to trying it out. Sure, one pony wasn’t enough to break it, but how many would? He’d need a pretty good reason to step on this deathtrap. Something more important than the queen throwing a hissy fit, or something similar.

The others went onto the ice as well, without even protesting. The ice didn’t protest, either. Suncloak had expected it to start cracking instantly, but apparently, it was pretty strong. Still, the changeling wasn’t entirely sure. Not because he was scared, but because he was being realistic! He didn’t want to fall into the water and get frozen today, after all. Nor would he want that any day.

He chose to stay off the ice for a little while and assess the situation. His friends were having the time of their lives, all skating on the ice. It was the best ice skating Suncloak had ever seen, but that was probably because he’d never seen it before. Octavia, on the other hoof, was almost flying across the ice, making intricate figures and skillful jumps.

That settled it. If Suncloak wanted to be friends with her, he had to try doing something. Maybe they could become friends through this? However, he’d have to get on the ice to do that...

He fidgeted for a moment, but eventually decided. He flew up just the tiniest bit, and positioned himself over the ice. Very, very slowly, he lowered himself. It’s just water, he told himself. Just frozen water. When he got to the last inch, he closed his eyes and stretched his legs as far down as he could. Telling himself it was ‘just’ frozen water didn’t really help, to be honest. Very, very carefully, he dropped himself on the ice, the cold seeping in through his boots just a little bit.

After a second, he opened his eyes and looked down. Huh, he was standing on water. Kind of an anticlimax, really. The ice didn’t even groan. On to the next step: taking an actual step. Which wasn’t that hard, Suncloak noted as he started walking over the ice, albeit slowly. It was slippery, but not all that bad.

Bon Bon went up to him, slightly clumsily braking to a halt. “Well, it took you long enough to get on the ice,” she said with a smile.

“I took my time,” Suncloak said. “I savored the moment. This is my first time on the ice, after all.” And he still wasn’t the slightest bit scared by it, either.

Bon Bon smirked. “So, how is your first winter ever so far?”

“Pretty great, actually,” Suncloak admitted. “Cold, and I wish I had prepared a bit better, but it’s a lot better than I had imagined. Too bad I don’t have those ice-blade-things, but I get to spend a lot of time with you all, which is always great.”

Octavia joined the two of them, stopping herself with a fancy flourish. “Spending time with friends is the greatest Hearth’s Warming Eve gift, indeed.”

Suncloak had to agree with that. “Sure is! I haven’t felt this full in a really long time!”

Octavia gave an awkward, somewhat forced smile. “That’s... great, I think?”

“Yeah!” Suncloak said. “And once the two of us are friends too, it’ll be even better!”

“Uh...” Octavia said, awkwardly avoiding eye contact with the changeling. “I’ll... think about it.” She skated away, leaving Suncloak and Bon Bon alone again. Quickly, she skated towards Vinyl.

“I can’t do it,” the gray mare hissed through her teeth, skating alongside her friend.

“Can’t do what?” Vinyl asked, casually making circles and little hops.

“I can’t be friends with a... a changeling,” Octavia said, keeping a straight face.

Vinyl suddenly halted. “Huh? Why not?”

Octavia made a quick turn, stopping as well. “Well... How do I put this? It’s—”

“Hey!” Bon Bon shouted, interrupting her. She and Suncloak were standing at the side of the lake, waving the others over. “Let’s go get some hot chocolate!”

Vinyl sighed. “You can tell me later, okay?” she asked with a smile, then turned toward Bon Bon. “Coming!” she shouted, quickly heading to her friends, and soon followed by Octavia.





Ah, the evening. A perfectly logical time for something called Hearth’s Warming Eve, really. 

Suncloak didn’t see what made it so special, though. Aside from the snow, the ice, and the decorations, tonight didn’t really feel special. Just a regular evening, though it was spent with friends. And Octavia, but they’d become friends soon enough.

They were at Derpy’s house again, and going to have an elaborate dinner together. At first, Suncloak had been recruited to help in the kitchen, the others wanting to know about changeling delights, but that turned out to be a very bad idea. Now, Suncloak was just standing around, mostly waiting, very occasionally chatting.

He hadn’t talked to Octavia yet, though. She seemed cold and distant. Was it because of the weather, or because she was a Canterlot pony? Or maybe something else? Suncloak had no idea. After all, he didn’t really understand friendship all that well yet.

As the others were setting down dishes on the table, consisting mostly of various salads, Suncloak decided. No time like the present to talk to her, right?

Carefully, he approached the mare. “Uh, Octavia?” It wasn’t the best way to open a conversation, but he had to make do.

Rather slowly, Octavia turned to him. “Yes?” she asked, one eyebrow raised very slightly.

“Ever since you’ve arrived, we haven’t talked all that much,” Suncloak said. Okay, still not the best conversation, but it was getting somewhere.

Octavia paused a moment, narrowing her eyes. “With good reason.” Well, she was right. After all, they had done a bunch of different activities, plus between winter being a new thing for Suncloak and Octavia surely wanting to talk with Vinyl a bunch, they hadn’t really talked all that much. The gray mare turned around again, to continue what she was originally doing.

“Wait!” Suncloak said, putting a hoof on her shoulder. “I just want to be friends.”

Agitated, Octavia slapped his hoof away, turning to face him. “And why exactly would I want to be friends with you?”

Suncloak opened his mouth to answer, but couldn’t find the words. First off, it was a really weird question, and second... it was a really good question. After a moment, he said, “Uh... why not?”

“Why not?” Octavia repeated, narrowing her eyes. “Maybe because I was in Canterlot during your invasion? Because I wished I would never meet a changeling ever again?”

Uh... That hadn’t crossed Suncloak’s mind. “But that doesn’t matter! I’m not like that anymore!”

“That’s rich,” Octavia scoffed. “Why would I believe anypony from a race of liars like your own?”

Suncloak could only stumble over his words, confused.

“Why would I be friends with you?” Octavia continued, becoming more and more agitated. “I don’t know how you managed to get Vinyl this far, but I will never become friends with a parasite like you!”

Suncloak took a few steps back. “I-I’m not a parasite!”

Just then, the others came out of the kitchen. “What’re you two talking about?” Vinyl asked.

Octavia, however, ignored her. “Not a parasite? Ridiculous!” she scoffed. “If you’re not that, then what are you? A monster? That is, after all, what I would call somepony who is only friends with another because of food!”

“Tavi!” Vinyl shouted, aghast. “That’s not true! Right, Sunny?”

The changeling, however, merely flapped his jaws uselessly. He looked absolutely mortified as he continued taking steps back, towards the hallway. “That... It’s...” he managed to say.

Derpy tilted her head. “Suncloak? Are you okay?”

Suncloak shook his head a little bit. “I-I have to go,” he said, turning around and leaving as fast as possible.

“Wait! Suncloak!” Lyra followed him outdoors, but couldn’t stop him before he took off and vanished into the night. The only thing she managed to catch a glimpse of was his blue scarf. “Wait!” she yelled again, but to no avail. Defeated, she headed back inside. “He’s gone,” she said.

Bon Bon looked at Octavia, who had already composed herself after her tirade. She sighed, heading toward the door. “I’ll go look for him,” she said, putting on her winter gear and heading outside.

Both Derpy and Lyra joined her, leaving Vinyl and Octavia to themselves.

They were silent for a while, awkwardly standing around. Until Vinyl spoke, sounding unusually calm and morose. “Why’d you say that to him?”

“Why? I cannot believe I have to explain this to you!” Octavia said, agitated again. “He’s a changeling! He is using you for food!”

“I know that,” Vinyl said, which provoked a confused look from Octavia. “We all know that. I think he’s the only one who didn’t, really.”

“That doesn’t make any sense,” Octavia said, growing more and more confused.

Vinyl sighed. “He hasn’t been here for very long, and he doesn’t really understand how friendship works yet. He’s kind of like a little foal.” After a moment, she added, “Just don’t tell him that, he’d get really angry.”

“But that does not explain why you’re friends with him,” Octavia said.

Vinyl fidgeted nervously. “I guess... everypony just sort of feels sorry him.”

“You feel sorry for him?” Octavia asked, surprised. “Why would you pity a changeling?”

“It’s kind of a long story,” Vinyl said, going to the couch and sitting down. “It started with the Canterlot invasion. As you know, the changelings... failed. Their queen blamed him, for no apparent reason, and banished him.”

Octavia sat down next to her. “And how do you know that’s true?”

“I was getting to that part,” Vinyl said. “He ended up in Ponyville, but couldn’t transform himself, because he didn’t have enough energy. Instead, he just made a disguise, and came up with his name, and started searching for love to steal.”

Octavia opened her mouth to speak, but Vinyl ignored her and continued. “A few ponies already suspected him, but he was a lot nicer than they expected, so they thought he was just a weird pony. He could have lived here like that forever, but he got caught in front of half of Ponyville.”

“How did that happen?” Octavia asked.

“Surprise party,” Vinyl said. This confused Octavia even more, but she decided not to pursue the issue. “But that doesn’t really matter,” Vinyl continued. “He ran, but they found him a minute later, because he just didn’t have the energy to flee anymore. That’s when he confessed everything.”

Octavia just looked at the wall with a thousand yard stare. “I see.”

“He admitted that he could’ve stolen love a couple of times,” Vinyl continued. “But he didn’t, because in the time he had spent in Ponyville, he started to care about us. Even if he didn’t understand why.”

Octavia cast her head down, but she didn’t say anything.

“And now he lives here. Right next door, in fact,” Vinyl said, “as the only of his kind like this. The other changelings threw him out, so he has nowhere to go. That’s why everypony just sort of pities him. Even the ponies in Ponyville who don’t like him just stay out of his way because they feel at least a little bit bad for him.”

“He does and says weird things pretty often,” Vinyl continued. “But he really is nice, and he tries his best. That’s why I don’t mind being friends with him. We all have a good friend, and he has a bunch of friends and food.”

Octavia stood up and slowly headed for the door, otherwise remaining silent.

“Hey, where are you going?” Vinyl asked.

Octavia sighed as she put on her winter clothes. “To talk to him.”





Without thinking, Suncloak had flown and walked through Ponyville. He didn’t know how long, really. He’d only stopped when he had arrived at the park, and settled on a bench. It was illuminated by a flickering streetlight, but aside from a bush standing next to the bench, Suncloak didn’t see anything.

Well, there was still a lot of snow, and it was very cold. But there were no ponies around. All of them were probably spending time with their families and their friends.

Suncloak sighed. Octavia was right; all this time, he’d only stuck by his friends because they supplied him with love. Sure, he had fun, but his foremost reason had always been food. Even during Hearth’s Warming Eve, a time where friendship was the most important thing, he only cared about that one thing. The sweet scent of love had surrounded him all the time, after all.

There was also that vile, sour scent, which Suncloak now realized was something entirely different: hate. Octavia hated him.

Suncloak had never actually smelled hate before. Young changelings were told about it, because it wasn’t healthy, or something, but he didn’t think ponies were capable of hating. Octavia sure was, and he couldn’t blame her for it. After all, the Canterlot invasion must’ve been one of the worst days of her life!

The changeling sighed, laying down on the bench. It was cold to the touch, but he didn’t really care about that. He could feel guilt gnawing at his mind, and he had absolutely no idea what to do. Right now, he felt like he was the worst friend possible.

At some point, he didn’t know how long it took, something settled on the park bench, behind him. He couldn’t see who or what it was, though. He just wanted to lay down and forget what happened.

After a while, whoever it was behind him started talking. “You know, when somepony does something really bad, it’s easy to say they’re just a bad pony and not think about it any more.” Great. It was Octavia, probably here to yell at him some more.

“But that’s wrong,” she said, surprising Suncloak. “Everypony has their reasons for doing what they do. I yelled at you because I wanted to protect my friends.”

She paused for a while again. “Vinyl told me about how you came to live in Ponyville.” And here it came, the gloating. She’d make him feel even worse, and then leave again, Suncloak expected.

“I didn’t realize what you went through,” Octavia said. “I didn’t take your feelings into account, either, and I should apologize.”

Confused, Suncloak sat up and turned to her. The incredibly guilty look on her face surprised him. “No, you shouldn’t. Everything you said was true,” he told the mare. He was a parasite, only being friends with others because of selfish reasons. Absentmindedly, he touched his scarf. Bon Bon had generously given it to him, and he had never given any of his friends anything. The whole time he’d been in Ponyville, he’d only been taking from them.

“Then why did you run?” Octavia asked. “If I spoke the truth, then that would mean you don’t care about others at all.”

“That’s not true!” Suncloak said indignantly.

“And that means?” Octavia asked, with a sly smirk.

It took Suncloak a few moments to realize. “It’s... not true. I do care about my friends!” he said with a smile. That smile quickly faded, however. “But I’m still just friends with them because it gets me food.”

Octavia shook her head. “That may be so, but it’s okay to be friends for multiple reasons, right?”

Suncloak had to agree with that. After all, he still had a lot of fun with his friends, and he really wouldn’t ever want to leave them, even if that would mean getting love even easier.

Octavia nodded. “I truly am sorry I said those things to you. I thought of you as just a changeling, but I should have trusted my friends more. They have befriended you, after all, and they would not do so without good reason.”

“That’s okay,” Suncloak said. “I must’ve sounded really creepy and pushy all the time, asking to be your friend.”

“Vinyl told me that friendship is still a new thing to you, so I cannot blame you for that,” Octavia said. “But nopony ever really understands friendship completely, I think.”

That disheartened Suncloak a little. How was he ever supposed to fit in if even ponies didn’t understand friendship?

“But that would be what makes it so interesting,” Octavia said, catching Suncloak off-guard. “What fun would it be if we instantly knew how to be friends with others?”

Suncloak didn’t reply. Mostly because he had no idea. Instantly becoming friends with a pony would really come in handy, at least it would be for him. But he had to admit, getting to know his friends better was exciting in and of itself.

The changeling fidgeted nervously. “So, um... what does this make us now?”

Octavia tapped her chin in deep thought. “I do not think I would call us friends just yet.”

Suncloak sighed. That was expected, but still a letdown.

“How about acquaintances?” Octavia smiled, extending her hoof towards him.

Even though he had no idea what ‘acquaintance’ meant, Suncloak shook her hoof and shrugged. “Why not?” he said with a chuckle.

Though it was a bit hard to notice, Octavia had to stifle a laugh of her own. “Then it’s settled. Now, shall we go back? I think our friends might be getting a little worried.”

Startled, Suncloak almost launched himself off the bench. “You’re right! They must be worried sick after I just flew off!”

Octavia giggled. Maybe not so ‘weird’ after all, and more just plain weird.





Suncloak paced back and forth next to the entrance to the cave where he met the other changelings every week. He was at the top entrance, seeing as it was a bit easier to find, especially in the snow.

He was already a bit late, but he just couldn’t find a concise way to formulate what he’d learned this week. At least, not concise enough that he’d be sure the other changelings would understand.

Strangely, though, a plume of smoke rose up from the hole he was pacing around. “What in the hive?” Suncloak said to himself, looking into the cave.

Down there, he could see the others, sitting around a fire they had apparently just started, with wood from the Everfree Forest. “What are you prissy ladybugs doing down there?” he shouted.

The other changelings looked up, one or two waving at him. “Hey boss!” #21 shouted. “We made a fire!”

Suncloak flew down, carefully avoiding the frozen pool in the middle of the cave. Didn’t want to slip, after all. “I can see that, genius. Why did you guys make a fire?” They weren’t supposed to be cold. Like him, all the changelings were wearing various pieces of warm clothing, probably borrowed from their friends in Ponyville.

“Because it’s really, really cold!” #145 said. The tiny changeling was wearing an almost comically oversized beanie. Almost comically, because according to Suncloak, changeling grubs are never funny.

He wanted to just tell them to put on some more clothes, but the warmth from the fire was pretty comfortable. “Well, never mind.”

“You never told us it got this cold, though!” #14 said, sitting close to the fire and warming her hooves. “I know we usually stay inside the hive during the cold season, but this is ridiculous!”

Suncloak rolled his eyes. “First, I didn’t know it got this cold either. Second, you can just go back to the hive anytime you want, you know. You’re not banished, like me.”

#14 pouted. “Well, yeah, but... How are we supposed to learn anything about friendship when we’re at the hive, right?”

“Right,” Suncloak repeated, sitting down. Wow, the ground was freezing cold. Good thing that fire was here. “Speaking of friendship, I have an important lesson this week, but it’s hard to explain.”

“Take your time,” #21 said with a deadpan tone, “it’s not like we’re freezing here.”

Well, at least Suncloak could always count on the other changelings to be sarcastic, regardless of the season. “Anyway, it’s...” he made some meaningless gestures with his hooves. “You all know the first reason why you want to be friends with ponies, right?”

“Love!” the others said in unison.

“And that’s wrong,” Suncloak said, drawing confused looks. “Well, not completely. We have to get our fill somehow. But being friends just for the sake of being friends isn’t right.”

#21 tilted his head in confusion. “I have no idea what you’re talking about.” Which wasn’t all that surprising, really.

Suncloak sighed. He knew this was going to be difficult. “Imagine you’re friends with someling, but they actually hate you, and just want something from you.”

“That sounds kind of like everyling in a changeling hive.” #14 was lost in deep thought for a few seconds. “Which isn’t very nice, I guess.”

“I don’t get it,” #145 said. “That’s normal!”

“That’s the point!” Suncloak countered. “We’re changelings! We’re always just taking what isn’t ours. From ponies, and from each other. A lot of ponies, especially friendly ponies, are generous. Do you see what I mean?”

“So what you’re saying is,” #21 said, “we have to make use of that generosity?”

“No!” Suncloak shouted as he stood up, startling the others. “What I’m saying is that maybe us changelings can afford to be a bit generous ourselves? And that maybe we should be friends with ponies because we like being friends with them, not just because they give us love?”

The others were silent, while Suncloak panted to recover from his yelling. How difficult was this to understand? Was he telling them wrong?

“You lost me,” #21 said, to which the others agreed, except #14. She remained silent.

Suncloak sat down again and threw his hooves up into the air. “Forget it. I give up.” He wasn’t getting through their dense, stupid skulls. It wasn’t surprising, but not exactly the way he wanted it to go.

#14 tapped her chin for a moment, thinking. “How did you learn it, boss?” she eventually asked.

What kind of question was that? “A friend of mine had another friend come over from Canterlot for Hearth’s Warming Eve.” The others nodded to that, apparently having been informed about the holiday by their own friends.

“This new pony, she...” Suncloak trailed off. He suddenly felt reluctant to tell. After a few attempts at starting, but ultimately failing to finish even one sentence, he settled on a different explanation. “It wasn’t very nice, okay? I don’t want to talk about it.”

“Maybe that’s why,” #14 said. “We don’t understand because we haven’t experienced the same as you.”

That made a surprising amount of sense. After all, he had to go through a pretty harsh speech to find this out. Maybe the others needed something similar to come to the same conclusion. That didn’t stop Suncloak from being annoyed, though. This was an important lesson, and not being able to teach it to the others didn’t sit right with him.

While the others talked about their own experiences, Suncloak merely stared into the fire. He still didn’t feel right about the whole ordeal.

After a long while, #14 sat down next to him. “You’re being awfully quiet, and not being a know-it-all about friendship. You okay?” It sounded oddly sincere for a changeling.

Suncloak just stared straight ahead. “I’m fine. Just a bit cold, and annoyed.”

#14 sighed. “Hey, just because this lesson is difficult, doesn’t mean you’re a bad teacher. I can know. I’m a teacher in the hive, after all. And even if that doesn’t work out, I’m sure you can find some other way to be useful.”

Suncloak agreed with a slow nod.

...Wait a second.





“Oh yeah, you’re right,” Suncloak said. “For a minute there, I was afraid you were becoming a softie.”

“As if,” #14 said, but she couldn’t contain her laughter. Figuring he had nothing to lose, Suncloak joined in.

In the end, he figured, it doesn’t really matter if they learned anything. At least they could have a little bit of fun every week.

> Episode 6: Suncloak the Valiant
> --------------------------------------------------------------------------


Suncloak the Valiant


With a yawn, Suncloak rolled onto his back.

He was just lazily laying on the couch, having done nothing of any importance all day. He had taken a walk around Ponyville, but that wasn’t very interesting. After all, almost all his friends were out of town; Vinyl Scratch was off to some party in Stalliongrad, Lyra was helping out with a concert in Canterlot, and Bon Bon had joined her to take a small vacation. Derpy was still in town, but she was very busy with her job as mailmare.

The changeling stretched his legs out, yawning yet again. His pet moth, Emerald, perched herself on one of his front hooves. “I wish there was something to do,” Suncloak said.

Predictably, Emerald didn’t respond. She couldn’t speak, after all. She shook her body, which probably had to be a shrug. Sort of.

“Well, I wasn’t expecting you to give a clear answer anyway,” Suncloak told the moth. “You’re a moth. What do you know about jobs, or hobbies?” He hadn’t ever seen a moth working at a store. Or anywhere, for that matter.

Emerald turned around indignantly, as if she was telling him to find it out himself. She didn’t fly away, though.

Suncloak sighed. He’d probably never understand this moth. Not that he really tried. She only followed him around because she preferred changelings over ponies, for some reason.

Using his free hoof, the changeling tapped himself on the chin, thinking. He used to be a royal guard in the hive, but that was a really boring job. Mostly because he was terrible at it, and it was just a role he had to fill for a while. It consisted of doing nothing other than patrols and the like, which was useless anyway, because changelings always did what the queen asked of them. There also wasn’t the chance of a pony infiltrating them, considering ponies couldn’t magically make holes in their hooves to go with a disguise.

It struck him that, now that he wasn’t bound by the rules of the hive anymore, that he was completely free in choosing what job he wanted, if any. That presented a few other problems; what did he want to do? What kind of job would be fun? He thought of multiple occupations changelings could have within the hive: teacher, construction worker, any military position, and many more. None of those sounded even remotely interesting, though.

On the subject of hobbies, he also drew a blank. The only thing he found fun was spending time with his friends, after all. Considering most of them weren’t around right now, he’d have to find something else to do.

So, in the end, it came down to just hanging around the house and talking to his pet moth, who couldn’t even talk back. Ultimately, it just brought him full circle. The circle of boring.

That was, until someling knocked on his door. And pretty frantically, too.

Suncloak jumped up, both from being startled and because he was just slightly excited, throwing Emerald into the air. Luckily, the moth could regain her balance into the air, but she flew upstairs, seemingly annoyed. Whatever, she’d calm down.

Whoever was on the other side of the door, however, wasn’t calming down. Their frantic knocking continued, even speeding up a little. Who could be this panicked and come to Suncloak for help?

The changeling opened the door, but before he could say anything, found himself being violently shaken around. As his head went back and forth, he could see a grey and yellow blur, which was apparently what was shaking him around.

“Suncloak! You have to help me!” Derpy shouted, only shaking the changeling back and forth when she spoke. “I need to deliver a really super-important package tonight, the Doctor is away on a special clock emergency and Dinky will be alone all night and I can’t find anypony to foalsit her!” She stopped talking, letting up on her abuse of Suncloak as well. “Please!” she added, shaking one last time.

Still in the distressed pegasus’ grasp, Suncloak had to take a moment to recover. His eyes lolled about in their sockets. She said something about help, but he didn’t really catch what she said after that. Something about Dinky. But hey, she was his friend, and she needed help. “Sure,” Suncloak said as soon as he could focus his eyes.

“Oh, thank you thank you thank you!” Derpy shouted, picking Suncloak up, quickly flying to her own house, opening the door, and depositing the changeling in the living room. “Dinky has to be in bed by dark, I’ve already fed Will, don’t do anything dangerous, and there’s food in the fridge. Thanks, bye!”

Suncloak quickly recovered from the lightning-fast ride. “But I don’t even need to—”

Derpy loudly slammed the door shut as she left, cutting the changeling’s sentence off.

“—eat.” Suncloak hesitantly finished.

He looked around the room. What did Derpy need help with, again? The room was the same as usual. Table, couch, stuff like that. And Dinky, looking at him expectantly. “Hi!”

Suncloak scratched himself on the head, trying to remember what Derpy had said. “What did I agree to?”

“Mom needed somepony to foalsit me,” Dinky explained, “even though I can take care of myself.” Yeah, right. Suncloak seriously doubted the little filly’s words. If she was anything like changeling grubs, she’d need almost constant supervision.

Wait a second, did he just get suckered into foalsitting? As in, keeping watch on a filly? One of those things that he really didn’t like? Bah. It was that a friend desperately needed him to, else he’d bail out instantly. And then there was an issue... “So, how does this ‘foalsitting’ work, anyway?”

Dinky arched an eyebrow. “We do fun stuff, I go to bed before dark, and that’s it. Don’t changelings have that, too?”

Well, in some way. But not any way Suncloak was ever affiliated with. “Pfft. I was a royal guard,” he scoffed. “I had to watch the queen, not baby changelings.”

Though, in hindsight, both were about equally needy. And annoying. The only difference was that Queen Chrysalis was much stronger. He could handle one little filly, so this would be easier than his old job. Plus, ‘fun stuff’ sounded like fun. “So, what kind of stuff did you have in mind?” he asked Dinky.

The little filly tapped her chin with a hoof for a while, thinking. After a few seconds, her face lit up. “Wait just a second!” she said, going in the hallway. A few moments later, she reappeared, holding a box in her mouth. She deposited it on the table. “Shall we do this?”

Suncloak looked at the box. A puzzle, featuring a picture of some happy pony princesses. Not too hard, right? It just depended on the amount of pieces... “Two hundred and fifty?!” Suncloak said as he saw the number on the box. Wasn’t that way too difficult? “You sure?”

Dinky gave him a pair of big, sad, puppy dog eyes. “Please?”

Suncloak groaned. “Fine.” A puzzle wouldn’t be too bad. Far from the best thing ever, but it was better than sitting at home and doing nothing. He opened the box and started picking out random pieces, trying to fit them together. It was sort of tricky to handle the little pieces with his hooves.

Dinky, on the other hoof, started picking several pieces out of the box and putting them in a separate pile. “I’ll make the edge. That’s a good place to start!”

Right. Suncloak rolled his eyes. Like a little filly would have a superior tactic to him. The very thought! Just watch; he’d cobble some pieces together, and at that point, Dinky wouldn’t even have connected two. In fact, after a few minutes, the changeling already had a nice cluster of six pieces.

When he looked at Dinky’s progress, however, she had already finished the entire edge of the puzzle, and was already making progress on the rest! She eyed the part Suncloak was working on. “Can I have that part?” she asked. “I think I know where it has to go.”

Suncloak half-heartedly gave all of his progress to her. Whatever, beginner’s luck.





A few hours later, it was almost dark. Suncloak and Dinky were in the little filly’s bedroom, which had a little bed, a whole lot of toys, and even a plank hanging on the wall, with a few children’s books on it. The room was lit by a small oil lamp hanging from the ceiling, casting flickering shadows. Dinky climbed into bed and settled under the sheets.

Suncloak turned for the door. “Good night,” he curtly stated, seeing as Dinky was ready to go to sleep.

“Wait!” Dinky called out after him, causing the changeling to turn around. “Can you tell me a bedtime story?” she asked.

Suncloak sighed. He turned around to tell her ‘no’, and all the reasons accompanying it: she was a filly, he didn’t like fillies, and changelings never needed bedtime stories to get to sleep, so she didn’t either.

However, Dinky deployed her big, watery eyes again, and added a little pout for good measure.

The changeling bit his lip. Okay, this might be slightly difficult. He might not like fillies, but he didn’t want to upset her. He just had to word it somewhat differently.

“Please?” Dinky said with a tiny voice.

Suncloak sighed, his defenses broken. “Fine.” He looked around the room, finding something suitable to sit on. He settled on a small chair, setting it down next to the bed and sitting on it, somewhat awkwardly. “What kind of story?”

Dinky pointed at her bookshelf. “Can you tell me one of those?”

Suncloak randomly picked one of the books. With a quick motion, he flipped it off the shelf, catching it in his hooves. It featured a picture of a pony in shining armour on the cover. A classic story about knights and princesses, huh? He opened the book. Might as well get this over with quickly.

“Once upon a time, before the pony princesses were around, Equestria had a king. His name was... was...” Suncloak paused for a moment. “Ar... Urt... I can’t pronounce this.”

“Aww,” Dinky said, suddenly having a sad look on her face.

Eugh. Suncloak might not like fillies all that much, he did like Dinky a bit. He didn’t like seeing a pony sad, either, even though that felt a bit weird. He could think of something. He was a changeling, and changelings could come up with stories like no other! In fact, that gave him an idea. He cleared his throat demonstratively. “Once upon a time...”





Once upon a time, before the pony princesses were around, Equestria had a king. His name was Hengstry the Fifth, and he was a pretty good king. Everyling... uh, everypony in the land was happy, although danger was always looming on the horizon.

One fateful day, the king had called upon his most trusty knights, the Knights of the Square Table with Rounded Corners. His daughter had been abducted by a foul witch, and one of the knights needed to save her. Out of all of them, the king chose the one who was obviously the most brave and cunning of the land.

That knight was none other than Suncloak the Valiant, the only changeling knight in the whole kingdom! He was in front of the gates of the king’s castle, wearing a suit of armour, which glittered brilliantly in the sun. It covered almost his whole body, only leaving a bit of space for his muzzle and eyes. On his side, there was a large lance, currently pointing upward. It was secured to his armour with an adjustable clasp.

He was all set to go on his heroic journey, except for the fact that he was still waiting. Waiting for his knave, in fact! After all, he already wore the heavy armor, so he’d need somepony else to carry around the supplies, and other important things. Impatiently, Suncloak tapped his hoof on the ground.

A few minutes later, A grey pegasus mare arrived, wearing simple rags, much like a peasant. Her blonde mane poked out from under the hood she had pulled over her head. More importantly, though, she also wore two bulging saddlebags. The weight stopped her from flying, but that didn’t seem to bother her as she ran up towards the knight.

“Derpy Hooves reporting for duty, sir!” she said, giving a salute. “Or is it my lord? And am I even supposed to salute?”

Suncloak sighed as his trusty knave went on a tangent. She was prone to doing stuff like this. A few moments later, though, Suncloak could spot a little filly hiding slightly behind the mare. She was a light purple unicorn, with a blonde mane. She stuck close to Derpy, for some reason. “Who is this?” Suncloak asked.

“Oh!” Derpy said, pulling the filly close. “This is Dinky, my daughter. I brought her along, because it’s Take Your Daughter To Work Day. I’m going to show her how to have adventures and be a knave!”

The armored changeling groaned, slapping himself in the face with a hoof. “Fine.” He didn’t want to argue about this, and besides, it’d be an easy quest anyway. Beat the sorceress, save the princess, done. One thing bothered him, though. Weren’t they supposed to invent special days like this in about a thousand years, or something?

“So, where are we going today?” Derpy asked. She dug around in one of her saddlebags, pulling out a map of the land.

“Not very far,” Suncloak said, taking a look at the map. It was relatively featureless. It had a picture of a castle, where they were now, and several pictures of towers, villages and mountains. The changeling pointed at one of the towers. “That’s the tower we’re heading for. This won’t take long, and it won’t be hard.”

Dinky hopped up and down in excitement. “What lives there? Bandits? A minotaur?” She paused for a moment to gasp. “A dragon?!”

Suncloak shook his head. “No. A witch has abducted the princess, and is holding her there.”

Disappointed, Dinky deflated. “Only a witch?”

Psh. Suncloak rolled his eyes. When he was little, there weren’t even witches or wizards around. They had to make do with parasprites or similar small stuff. And they’d like it! “Let’s just go,” he said, starting on his journey.

Derpy turned to Dinky. “I’m sure we’ll see a lot of really exciting things. Promise!” Her words had the intended effect, because Dinky immediately perked up. “Now, let me show you what being a knave is all about,” Derpy continued, as she followed after Suncloak. Dinky happily followed after her mom.

Fat chance, Suncloak thought, this is just going to be a routine job.





Not much later, the trio of a brave adventurer and two peasants had reached their destination. Before them stood a tall tower made of grey stone, with no features aside from a simple wooden door at the bottom, and a single opening near the top, functioning as a window. Quite a quaint little place, if it wasn’t for the fact that an evil witch lived there.

Suncloak went forward, inspecting the door. “This’ll be easy,” he said, taking his distance. Using the clasp on his armor, he pointed his lance at the door. Since it was made of wood, it would stand no chance against the cold steel of the knight’s weapon. With great speed, the changeling charged forward, determined to get rid of his obstacle. The lance hit the door with a hard impact.

Though, the door didn’t give. In fact, the lance bent significantly, forming an upward arc. It was stopped by the telltale crackle of a magical shield around the door. Like that, it halted for a moment, the lance being held tight by the arcane magic.

“Uh oh,” Suncloak said, realizing what this meant. Stupid sorceresses with their magic. The shield around the door pulsed, catapulting the changeling away. He shot away like a comet, landing a fair distance away from the tower.

Concerned, Derpy and Dinky ran after him, eventually seeing the changeling impact the land quite hard, and quite a ways away from the tower. Once they reached him, Suncloak was already trying to stand up. “Are you okay?” Derpy asked, trying to help the knight.

Shakily, the changeling stood up, rattling in his armour. “Bluh,” he said, though he wanted to point out that aside from a dent in his ego, he was fine. As soon as the rest of the world stopped moving around, he inspected himself. His armour only had a few stains on it, but half of his lance was completely mangled. He flipped the weapon back again, so that it was pointing up. Sort of.

“What do we do now?” Dinky asked. Obviously, she didn’t know. Suncloak was the knight, after all, and not her. What would a filly know about intricate planning?

“We try again,” Suncloak said, heading toward the tower again, his knave and her daughter in tow. This time, he required another approach. The door didn’t work, so this time, he’d have to try the other obvious option. The window.

When he reached the tower again, Suncloak picked up a small pebble from the ground, and threw it at the window. As expected, it was caught by the same magic shield, and dropped back to the ground. So, a shield around both the door and the window... This would prove problematic.

Just then, though, something appeared in the window. It was a minty green unicorn mare, wearing a set of a pink and purple dress and one of those strange spirally hats. She stuck her head out, trying to see who just threw something at the tower. Upon seeing the changeling and two ponies below, her face lit up, and she gasped. “Sir Suncloak!”

“Lady Lyra!” Suncloak shouted upward. “I have come here with my knave to rescue you!” he said, gesturing at Derpy. “Oh, and my knave’s daughter is here too.” He dismissively gestured towards Dinky.

“Great!” the princess shouted back. “So, uh, what’re you waiting for?”

Suncloak raised a hoof, about to tell Lyra that he was just about to set his cunning plan into motion... until he realized that he didn’t have a plan. “Actually, I can’t get in,” Suncloak said. “Would you look around and see if there’s an entrance I could use?”

“Can’t we just knock and ask nicely?” Dinky interjected.

Suncloak sighed and rolled his eyes. “This tower belongs to a witch. The kind that abducts princesses. She isn’t going to just hand Her Highness back to us.”

Dinky cast her head down, slightly ashamed at her silly proposal. However, she was quickly comforted by a hug from her mother. “Don’t worry, because sometimes, you need a lot of silly ideas to reach a good one,” Derpy said. “Or at least, that’s usually how these trips go.”

“Oh! Oh!” Lyra shouted. “I have an idea! Give me a moment!” She turned around and hung her tail out the window.

The trio down below stared at it for a moment. “Uh...” Derpy said in a hushed tone. “Suncloak? Do you know...?”

Suncloak merely shrugged. “I have no idea.” What was the princess trying to accomplish with this?

“Well, what’re you waiting for?” Lyra shouted, her tail still hanging out of the window. “Climb!”

Suncloak, Derpy and Dinky shared some very confused looks. “Excuse me, princess,” Suncloak said, “but what do you want us to climb?”

“My tail! Duh.” Lyra said. She turned around, gripping her tail in one hoof and swinging it around a bit. It looked quite awkward. “You can climb in the tower using the long hair of my tail.”

What followed was a lengthy, awkward silence, accompanied with Suncloak silently mouthing ‘What in the hive?’. The silence was only interrupted by the occasional chirping bird.

“Wait a second,” Lyra said, taking another good look at her tail. “Whoops! My tail isn’t that long. Sorry, wrong fairy tale!”

The three supposed rescuers down below all slapped themselves in the face with a hoof. “This... I... What are you even talking about?” Suncloak asked, not even removing his hoof from his face.

“I don’t see you having any better ideas!” Lyra said indignantly, letting go of her tail. “I mean, maybe with the help of a wizard or something you might be able to break the shield, but—” Suddenly, she was gripped by a dark aura of magic and yanked back with a surprised squeak.

From the window appeared a new mare; a white unicorn with red eyes and a messy blue mane and tail. She was wearing a shabby black dress to go with it, making her look all the more pale, and especially evil. “Hey! What’re you kids doing on my lawn?” Upon seeing Suncloak, though, she waved. “Oh, hi Sunny!”

Suncloak raised an eyebrow. “You know me. Who are you?” Even though he himself was the most famous knight of the whole kingdom, obviously, he didn’t know of any particularly well-known witches around these parts.

“Who am I?” the witch said. “Who am I?! I am the Scourge of the East, the Weaver of the Dark, the Pale Magician! I am Vinyl Scratch!”





“Vinyl Scratch?” Dinky asked from the comfort of her bedsheets. “That’s kind of a silly name for a witch.”

Suncloak slightly lowered the book, giving the filly a deadpan look. “Who’s telling the story here?” Though to be honest, ‘story’ was being generous.

“I’m just saying!” Dinky countered. “She has all these cool titles, and then she has a name like that? Lame.”

Suncloak rolled his eyes. “Fine. Moving on...”

“By the way,” Dinky said, before the changeling could continue reading, “this story is really wei—”

“Moving on!” Suncloak interrupted her.





“I mean, my name is, uh... Black Scratchica! Tremble in fear and other scary stuff!” Without waiting for an answer, her horn started glowing with a dark aura. “Or, you know, just run in fear of my lightning bolts.” With that, she started sending vicious bolts of lightning to the three below.

“You know what? Let’s retreat!” Suncloak said, already turning around to advance in a different direction. He wasn’t fleeing, because that would be cowardly. He was quickly followed by his two helpers, who were in fact fleeing. It was very obvious, looking at the way they ran, with their limbs flailing in a very cowardly manner.

Once they were out of the witch’s range, the trio halted, catching their breath. “Well,” Suncloak said after a moment, “that didn’t go as planned.”

“We had a plan?” Dinky asked. Of course they did. It was made up on the go, but it was a plan nonetheless.

“So, what do we do now?” Derpy asked.

“Maybe there’s somepony close by who can help us,” Dinky said. “Maybe even right around the tower!” This, obviously, was an absolutely terrible suggestion, so Suncloak decided to ignore it.

The changeling tapped his chin. “Well, the princess suggested we look for a wizard to help us get into the tower. Is there a wizard in the neighbourhood?”

Derpy took the map out of her saddlebag again, checking it thoroughly. “There’s a wizard at an old castle, not too far from here. Maybe we can ask for help there.

“Well then!” Suncloak said. “let’s go meet the wizard!”

Dinky sighed. “Fine. Wizard.”





Another small trip later, the daring trio had reached the dilapidated ruins of an old castle. However, that wasn’t the interesting part, as just outside of it stood a small wooden house. Smoke rose out of its chimney, telling Suncloak that the house was currently occupied. Eagerly, he went over and knocked on the door.

A small moment later, the door opened. On the other side was a cream-coloured earth pony mare, with a pink and dark blue mane and tail. She wore a blue wizard’s hat and cape, both decorated with stars and bells. The bells jingled soothingly with every movement she made. “Hello?” she asked.

“Greetings, wizard!” Suncloak said. “We’re having trouble with the witch, Black Scratchica, who doesn’t live too far from here. She has abducted the princess, and we need to get her back. Can you help us?”

The wizard thought for a moment, then motioned for the three to step inside. “Come in.”

Suncloak, Derpy and Dinky entered the little home, to discover that it seemed a whole lot roomier on the inside than it did on the outside. The whole place was made up of one room, which was neatly kept. There was a bed, multiple chairs around a cluttered table, filled with scrolls and writing material, and several desks topped with magical doodads and various alchemical ingredients.

The wizard took a seat at the table, wiping a whole load of what was apparently junk off. “Sit down,” she said, sounding strangely pleasant for a wizard. “You were talking about a witch?”

Suncloak nodded and sat down at the table, joined by his trusty followers. The chair was a bit rickety, but that might’ve been because of the changeling’s heavy armour. “Like I said, the witch Black Scratchica has abducted Princess Lyra. We tried saving her, but there was a magical shield surrounding all of the openings of the witch’s tower.”

“Ah, ah, speak no further,” the wizard said. “For I am the wizard Bon Bonicus, and I know exactly what you need. You need one with magical prowess to lower this shield for you, so you can save your princess. Am I correct?”

Suncloak gave her an unamused look. “Gee, how could you tell?” This prompted Derpy to covertly kick his leg under the table in an attempt to get him to be more polite, but because the changeling was wearing armour and she wasn’t, it hurt the pegasus a whole lot more.

Derpy bit her lip in pain for a moment. “Can you help us, please?” she asked between clenched teeth.

“Sure!” Bon Bonicus said. “You will need to speak with a dragon that lives nearby. He’s friends with the witch, and might be able to help you get in.”

“Why a dragon? Can’t you help us?” Dinky asked, fidgeting nervously in her seat. Probably afraid of those oversized lizards.

Bon Bonicus sighed. “No, sweetie. I might be a wizard, but I’m an earth pony. I’m incapable of doing magic.”

...Huh. She was right. “How does an earth pony become a wizard, anyway?” Suncloak asked.

“One should not question the ways of wizards.” Bon Bonicus glared at the changeling, who quickly decided not to pursue this train of thought anymore. After all, if an earth pony somehow became a wizard, who knew what they were capable of?

“So, where does this dragon live?” Derpy asked, trying to steer the conversation in the right direction again.

“Ah,” the wizard said, “this particular dragon lives all on its own, in an old castle surrounded by tales of yore and ancient legends. Nowadays, this castle is no more than an ancient ruin, forgotten by most. It is fallen and decrepit, guaranteeing that the dragon will not be bothered by outsiders.”

“And where might this castle be?” Suncloak asked. “In the frozen north? The searing desert to the south? Or maybe beyond the impassable hills in the east?”

“Nah, it’s right outside,” Bon Bonicus said. “I like being left alone, too. So I built my house right next to it!”

Suncloak, once again, slapped himself in the face with a hoof. “Well, I suppose it saves us another trip.”

“Thank you for your help, miss wizard,” Dinky said.

“The pleasure is all mine,” Bon Bonicus blushed slightly, however. “Now, as I said, I like to be left alone. Leave,” she said with a sudden, stern expression. Right after that, though, her face lit up. “Or would you like to join me for some tea?”

“Nope,” Suncloak said, beckoning towards Derpy. “Me and my knave have a dragon to talk to and a princess to save.” He made an offhoof gesture towards Dinky, saying, “Oh, and you’ll have to come too, I guess.”

“Fare thee well in thy travels, then.” Bon Bonicus stood up, showing the trio the door again. When they were outside, she gave them a slight bow. “If you ever require my services again, you know where to find me. But only in case of emergency.” With that, she closed the door.

This left Suncloak and his companions in front of the dragon’s castle. There didn’t seem to be a way in, as the castle was surrounded by a large moat, and the drawbridge was raised. A pegasus or a changeling might’ve been able to fly in, but their current equipment was far too heavy for proper liftoff. “Hey!” Suncloak yelled. “Anyling in there who can lower the bridge?”

No answer. “What do we do now?” Derpy asked.

Dinky opened her mouth to make a suggestion, but Suncloak interrupted her. “We force the bridge down, obviously!” He tapped his chin as Dinky slinked off to sulk. “But how?” the changeling asked himself.

Derpy pointed at the chains keeping the drawbridge up. “Maybe we can do something about those.”

“Great idea!” Suncloak said. He proceeded to remove the lance from his armour, weighing it in his hooves. “I bet I can throw my lance at it. The chains will break, the bridge will drop, and we can get in.”

Sure, the lance was still mangled, but Suncloak was pretty sure he could throw it hard and precise enough to make it work. He took the lance in one hoof, somehow being able to hold it using the holes in his hoof, and stood up on his hind legs. He teetered about for a short moment, his armour making it hard to balance, and ultimately threw his body forward, launching the lance with all his might.

The lance plopped onto the ground not even two meters away from him. Suncloak stared at the lance for a few moments in absolute silence, expecting something to suddenly happen to it. For the lance to fly away and hit its target, or something. The lance, however, didn’t move. “Well, that was anticlimactic,” Suncloak said.

Derpy approached the lance and picked it up, wiping away a little bit of dirt. “Can I try?”

Suncloak sat on his hindquarters, crossing his front legs. “Sure,” he grumbled. She could try, but she probably wouldn’t succeed. She wasn’t a valiant knight, like him, after all!

Derpy took the lance and stood on her hind legs, somehow managing to hold the large, metal object. She took a few wobbly steps back, then ran forward and threw the lance.

The lance soared through the air with amazing velocity, going high into the sky. Too high, in fact. It rocketed clean over the castle, disappearing into the distance. None of the three could hear any sound from the lance, aside from the initial roaring of the wind as it took off. They just had to assume it landed somewhere far, far away.

Suncloak’s jaw dropped.





“Wait, how do you miss a castle?!” Suncloak exclaimed, looking at the part he just read again. That didn’t make any sense! It’s a castle! It’s huge! How do you miss that?! He turned the book sideways and upside-down, to see if he had missed anything, but to no avail.

“Yeah, that’s a kind of weird part of the book,” Dinky said, already looking a bit drowsy.

“But!” Suncloak protested. “It’s an immobile pile of rocks! I don’t even think it’s physically possible to—”

Dinky interrupted him with a big yawn. “Can you please tell the rest of the story?” she asked, blinking a few times to keep herself awake.

“Of course,” Suncloak said. Still, missing a castle. Unbelievable.





Suncloak stood up, his armour rattling slightly. “You’re a nightmare to the ponies in the armoury, you know that?” This wasn’t the first time they had lost a weapon on their journeys. Sometimes, that was Suncloak’s fault, but far more often than was necessary, Derpy managed to viciously break even the most well-crafted pieces of weaponry.

“No, silly,” Derpy said, “I’m only your knave, I’m not a knight.”

Suncloak decided not to slap himself in the face this time, if only because he was afraid he might suffer permanent damage if this kept up. “Whatever. What do we do now?” He honestly didn’t know. Now that his lance was... somewhere else in Equestria, they didn’t have any way to get into that castle.

“You know,” Dinky spoke up, “mom can leave her saddlebags here and fly in to check.”

Suncloak’s eyes widened in surprise. That was actually... “Very smart!” Derpy said, finishing the changeling’s thoughts for him. Beginner’s luck, that’s what it was. But sort of clever nonetheless.

“Go ahead and do that,” the knight said, “it’ll be a bit difficult for me to get out of my armour without help, so you’ll have to go alone.” Truth be told, Suncloak wasn’t even sure why he wore it. It was heavy and hard to move around in, and he almost never needed protection anyway. And if he did, it was more often against magic. But no, knights had to wear armour, because apparently, that’s what knights do.

“Aye aye, sir!” Derpy said, taking off her heavy saddlebags, which hit the ground with a dull thud. “I’ll be back in a few minutes,” the pegasus said, spreading her wings and taking off. She quickly disappeared into the ancient ruin, and for a few minutes, everything was eerily quiet. Suncloak expected the dragon to make some sort of ruckus upon Derpy’s entry into its domain, but the telltale roars were suspiciously absent.

And indeed, a few minutes later, Derpy returned. She held a small, folded piece of paper in her mouth and looked somewhat disappointed.

“What did you find?” Suncloak asked, approaching the mare.

Derpy spat out the piece of paper in her hoof, giving it to Suncloak. “Seems like he isn’t home.”

Suncloak looked at the paper. Well, he’d have to unfold it first. He started flipping it open, but it took way longer than expected. As he flipped and flipped, it almost seemed as if the small piece of paper was growing in size. After a while, the changeling was holding a gargantuan page, which simply read ‘Gone fishing at Scratchica’s tower’ in gigantic clawwriting.

Suncloak groaned, dropped the paper on the ground, and simply proceeded to walk off in the direction of the nearest tree.

“Wait, where are you going?” Derpy asked, taking a look at the paper once again. “Scratchica’s tower? ...Oh.” She looked over to Suncloak, who was now preoccupied with repeatedly slamming his head into a tree. Luckily, he was wearing a helmet to protect him.

Dinky joined her mother and peeked at the paper. “Huh. Guess I was right about somepony being able to help us near the tower. Although, I guess it should be some dragon,” she said, adding a small giggle.

Suncloak joined the two again, his eyes lolling about and his head shaking. “We should go back to the witch’s tower. Let’s get this over with before I give myself a migraine.”

As the knight turned around to leave once more, Derpy bit her lip. They might be a little bit too late for that.





Not much later, the trio found themselves at Black Scratchica’s tower. Again. The dragon they were looking for was fishing somewhere around it, which meant they’d have to find a pond, or a river. As such, they decided to avoid the tower for now. Wouldn’t want to get more lightning bolts sent after them, after all.

After a few minutes of searching, they could see the hulking mass of a green dragon with yellow spines, hunched over next to a river. The knight and his companions were looking at its back, so they couldn’t see what exactly the dragon was doing. Presumably, it was fishing, but you never know what kind of diabolical things dragons could be planning.

Luckily, the dragon hadn’t noticed them yet. “What do we do?” Derpy asked, keeping her voice low.

Suncloak rolled his eyes. “What we usually do when it comes to dragons, of course.”

“Nicely ask them?” Dinky ventured. Cute, but wrong. There was only one way to deal with dragons. Especially dragons who were in cahoots with evil witches.

“Well, I don’t have my lance anymore,” Suncloak said, giving Derpy a quick glare, “but the usual tactic should work.” Without further comment, he rushed toward the dragon, yelling “Chaaarge!” He wasn’t named ‘the Valiant’ without a good reason, after all.

The dragon, however, took note of this fierce battle cry. Slowly, it turned around, arching an eyebrow at the changeling. It held a tiny, pony-sized fishing rod in one claw, which it gently set aside. Calmly, the dragon set his claw down right in front of Suncloak, causing him to bump into it.

The knight staggered back a few steps. “Hey! What’s your problem, dragon? Do you know who I am? I’m Suncloak the Valiant! You should—”

The dragon let out a deep, rumbling sigh, and curled up his thumb and index finger. With a half-hearted flick, he shot the changeling away, sending him right back the way he came. The dragon let out a small yawn, and went back to his fishing again.

Derpy and Dinky watched Suncloak soar over both their heads, landing somewhere out of sight. Derpy ran after him to help, but Dinky, on the other hoof, went up to the dragon.

Slowly, and perhaps a little bit scared, she walked over to its massive hind leg. Very carefully, she poked it. “Um, mister dragon?”

Slowly, the dragon turned around again, this time keeping hold of the fishing rod. It looked around, seemingly unsure as to where Dinky’s voice was coming from, until it saw her. The dragon’s long neck snaked down, confronting Dinky with its massive head. Its large, golden eye peered directly at the filly. “Aren’t you a tiny pony?” the dragon asked, with a deep, baritone voice. Even though its tone was quite gentle, it intimidated the little filly.

“Why did you shoot my friend away?” Dinky asked, pointing at Suncloak, who was still a ways off in the distance, hobbling towards them, joined by Derpy.

“Your friend attacked me. I defended myself,” the dragon rumbled. “‘Tis only just. Though I have to wonder why a little filly such as you is friends with such a...” The dragon paused for a moment. It arched its head up again, taking a short moment to scratch its chin with its free claw. “Brash, uncouth individual,” the dragon spoke, lowering its head again.

Dinky rolled her eyes. “It’s Take Your Daughter To Work Day, and my mom is his knave.”

“Ah,” the dragon said. “I assume he is a knight, on a quest of great heroism?”

“Yeah. Heroism,” Dinky said, giving the dragon a deadpan look. The sarcasm wasn’t lost on her.

“Well then,” the dragon continued, “I do hope you aren’t here to defeat me. I’m all out of princesses at the moment, and it’s my day off.” He raised his head slightly to take a good look at Suncloak again. “Besides, I don’t think your valiant hero is in any condition to face me.” He lowered his head again. “Nor do I think he ever will.”

Dinky opened her mouth to disagree, but ultimately decided against it. Mostly because she didn’t disagree. “We aren’t here to fight you, we wanted to ask you something.”

The dragon mulled this over for a moment. “That sounds alright. Go ahead, ask.”

“Well,” Dinky started, just as Suncloak and Derpy joined them, “Princess Lyra has been foalnapped by the witch, Black Scratchica, but her tower is protected by a magical... thingie. We thought a nearby wizard could help us, but she’s an earth pony, so she told us you would be able to help, but you weren’t home, so we came back here. Can you help us, please?”

The dragon thought for a moment. “Black Scratchica? Abducting a princess?” It shook its head. “No, that’s quite unlike her. Are you sure there isn’t some sort of misunderstanding? She is a little bit... impulsive, after all. She has quite the electric personality.”

“We noticed,” Suncloak snarked. The lightning bolts she shot at them looked really painful, and he was glad none of them hit.

“But it’s true!” Dinky protested. “We saw the princess, and that witch even attacked us!”

The dragon glared at her. “I do not normally take kindly to such accusations toward a friend of mine.”

The two ponies and changeling took a few steps back. “I-I’m sorry, b-but...” Dinky stammered, but she couldn’t find the right words.

“Regardless,” the dragon continued, “you seem like a nice filly, unlike your barbaric friend.” Very swiftly, the dragon glanced at Suncloak, though the changeling had no idea why. He wasn’t ‘barbaric’. He was a knight! He was supposed to fight with every dragon he came across! That’s what knights do! “Therefore, I will help you,” the dragon said.

The faces of the three lit up, but especially Dinky’s face. “Really? Thank you!” the little filly exclaimed.

The dragon nodded. “I need to see this for myself. Shall we go, then?” He casually tucked his small fishing rod under one of his wings and started walking towards the tower. For him, it was a slow, casual gait, but Suncloak, Derpy and Dinky almost had to run to keep up with the giant dragon.

Quickly, they reached the tower. The dragon sat in front of tower and arched himself up, sitting on his hind legs. Its vast size made the tower look tiny in comparison. The dragon took a moment to clear his throat.

“So how’re you going to do this?” Suncloak asked. “Fire breath? Tear the roof off? Use some kind of ancient dragon magic?”

The dragon rolled his eyes. “Of course not.” He bent down, and very, very gently, tapped on the door with one finger.

Very briefly, the door crackled, the magic force field being lowered from the other side. Afterward, the door opened, revealing Black Scratchica. She instantly noticed the dragon. “Hey! ‘Sup?”

The dragon bent down once more. “These nice ponies, and one rude changeling,” he said, slightly nodding towards the three, “came to me and told me something about you foalnapping a princess. Might you be so kind as to explain what is going on?”

The witch seemed to process this for a moment as she slowly glanced over to Suncloak and his two helpers. Suddenly, her face lit up. “Oh, you’re the knight I was playing with earlier!”

“Playing?! You almost fried us!” Last Suncloak checked, having lightning bolts thrown at you wasn’t exactly ‘playing’!

“Nah,” Black Scratchica said, waving dismissively. “I was missing you on purpose. We were having fun!”

The dragon loudly cleared his throat. “And what about the princess?”

“Oh, she’s still upstairs, I think. We did a lot of stuff today!” Scratchica stepped aside. “Wanna join us? We were just playing some board games.”

“Wait, wait, wait,” Derpy said, her face twisted in confusion. “You’re playing games? Then why did the king ask us to retrieve her?”

“I don’t know,” Scratchica shrugged. “I asked for permission from the princess, and she said that it was okay.”

Suncloak raised one hoof, and looked at it for a moment. Maybe, just maybe, if he hit himself hard enough... Before he could do anything, though, Derpy gently, but insistently forced his hoof on the ground and shook her head. “I can do that for you. At least you won’t be hurt as badly.”

Suncloak groaned. “Fine, but only because I trust you.”

Given the green light, Derpy slapped Suncloak in the face. Not too hard, not too soft. Just the right amount of force to justify his immense frustration with this... situation.

“So... there’s nothing wrong?” Dinky asked, tilting her head.

“Aside from the fact that this witch is crazy? Yes, everything’s fine. Somepony just forgot to inform the king about this,” Suncloak said.

“I’ve seen crazier stuff at parties,” Scratchica said. “Don’t worry, I’ll just get the princess for a moment.” Quickly, she rushed back inside the tower again, and up the stairs.

Derpy still looked very confused. “Are we kind of like a... royal retrieval service right now?”

Suncloak groaned. “I have no idea. What I do know is that this was a royal pain in the—”

“Sir Suncloak!” Princess Lyra exclaimed, quickly walking down the stairs. “Dad sent you to pick me up? How nice!”

“Yeah, I...” Suncloak paused for a moment as he realized something. “Yeah, he did. Let’s, uh, go back to the castle?” Quickly, he leaned over to Derpy and whispered into her ear. “I swear, I’m not getting paid enough for this. If the king doesn’t let me retire after this, I can’t be held responsible for whatever happens next.”

Derpy’s eyes widened. “You get paid?” she whispered back.

“I’ll just grab my stuff,” Lyra said, rushing back up the tower again.

Suncloak groaned, awkwardly hoofing at the ground. “So, I guess this whole thing was just a misunderstanding.”

“Sorry,” Scratchica said, scratching herself behind the head with a hoof. “Maybe we should’ve told the king what we were doing.”

“It’s okay,” Derpy said. “Just remember it for next time, please? I wouldn’t want to go on another wild goose chase like this.”

“Can do,” the witch said, just as Lyra came running back down the stairs again. She jumped at Scratchica, giving her a big, friendly hug, and then stepped outside.

“Well, I guess that means the princess is saved,” Suncloak said. For certain definitions of ‘saved’, that is. It didn’t really feel like saving, though.

“Bye Scratchy!” Lyra said, enthusiastically waving at the witch. Yeah, ‘saved’.

Before they left, Dinky briefly turned to the dragon. “Thanks for helping us, mister dragon!”

The dragon sat upright again, and gave a slight bow. “It was my pleasure. Now, if you’ll excuse me, I was doing some fishing.” With that, he dropped on all fours, walking off toward the river again.

As the three ponies and changeling took their leave, heading back to the king’s castle, Dinky had the biggest possible smile on her face. Derpy quickly nuzzled her. “You seem happy. Did you have fun today?”

Dinky nodded vigorously. “Yeah! I got to see all these amazing things, and I even talked to a dragon!” Her smile turned into a large grin. “And in the end, I was right all along!”





“The knight, his companions, and the princess all safely reached the king’s castle. After that, the knight and his companions would have many more adventures, and the princess and the witch often played together. And they all lived happily ever after.” Suncloak closed the book. “The end.”

“Sheesh. That was the worst thing I ever...” Suncloak started, but trailed off as he saw Dinky. The little filly was fast asleep, snoring softly, so the changeling slowly and quietly set the book back on the shelf. Silently, he set the chair he had been sitting on back where he found it, blew out the light, and left the room.

Slowly, taking care not to make a sound, Suncloak closed the door. He didn’t want to wake Dinky up, after all; if he did, he’d probably have to read another of those weird stories to her. One was enough, thank you very much. He went back to the living room of the Hooves residence, though he wasn’t really sure what to do. This meant he was done foalsitting, right?

Wow, foalsitting. That wasn’t something he ever saw himself do when he still lived in the hive. Or after that, for that matter. Then again, a lot had changed in the meantime.

Lost in thought, he wandered over to the table. The puzzle he and Dinky had started earlier that day still lay there. It wasn’t completely finished, a relatively small number of pieces was still scattered around. Dinky had done most of the puzzle, much to the changeling’s chagrin.

Suncloak sighed. He’d gone from being a royal guard, to foalsitting a little filly. That already sounded strange, but even stranger was that he didn’t really care. He liked living in Ponyville too much to really be bothered about the change.

The only thing he was worried about, was that he didn’t really know what would be coming next. After all, now that he’d changed this much, what would be next? He was already sort of helping a group of changelings fit in. That felt weird, too. Changelings weren’t supposed to help each other, unless the queen commanded them to. Yet here he was, doing just that.

His thoughts were suddenly interrupted by the sound of the front door opening and closing. He went into the hallway to see Derpy putting her mailbag down on the ground. “Hey Suncloak,” she said. “Everything okay?”

“Of course,” Suncloak answered. “Why wouldn’t it?” To be honest, he could think of various reasons, but most of those were really implausible. Plus, it was beside the point. Everything was fine.

Derpy breathed a sigh of relief. “Great. Sorry for... you know, getting all hysterical and stuff.”

Suncloak waved it off. “Eh, that’s what friends do, right?” He was pretty sure they did, at least.

“Well, thanks anyway,” Derpy said. “This probably isn’t really your thing, but I was really desperate to find somepony.”

“It wasn’t that bad,” Suncloak admitted. And it was true! Not nearly as bad as he had imagined. He might even say that he had a little bit of fun.

Derpy let out a big yawn. “Wow, I’m really tired. Spent all day flying, after all.” She tried blinking the sleepiness out of her eyes for a few moments, but to no avail.

“You get to bed, then,” Suncloak said, slipping past her, opening the door and stepping outside. “Good night!” he said as he closed the door. Just before it closed, Derpy returned a “Good night!” of her own.

As the changeling walked home, he noted one thing: he felt oddly good about himself. That, and he thought he’d learned something new.





“This week’s lesson is that everyling, no matter their age, is worth listening to,” Suncloak said. The other changelings were currently in front of him, and the eight of them were standing in the cave they gathered in every week.

“Even me?” #145, the little grub, asked. His eyes were as big as saucers, the tiny changeling being ecstatic due to receiving a compliment from an adult.

Suncloak rolled his eyes. “Yeah, you too, I guess.” Though the little guy hadn’t really proven if it was true, yet.

#145 lit up at that, sporting a huge grin and shaking with excitement. That was only briefly, however; #14 quickly stopped him by planting a hoof on his head. “Calm down, little nymph. After all, he hasn’t even told us how he found out about this,” she said, looking at Suncloak and arching an eyebrow.

“Well, you know,” Suncloak said, waving a hoof about in a bad attempt to mime his answer, “I got it from, uh... a filly I was foalsitting.” Almost mumbling, he added, “And a book.”

The whole group was silent for a while. The other changelings just stared at him, very awkwardly. Slowly, #14 opened her mouth. “...Okay. That actually makes sense.” She spoke in an oddly sincere tone. The other changelings quickly spoke their agreements.

“Wait, what?!” Suncloak almost shouted. “You’re changelings! You can’t just be okay with this!” This was the dumbest way to learn something ever, and they thought it made sense? What was wrong with them?!

“Sure we can,” #21 said. “I’ve learned stuff because of sillier things, to be honest.” He shrugged. “A book kind of makes sense, really. Could you explain it?”

Suncloak groaned. Fine. Now they had the gall to do something he hadn’t expected, either. “Long story short, the filly in the book had way better ideas than the main character, and was often right. The filly I was foalsitting was pretty smart, too. Happy?”

“Yep!” #145 said. “But I learned something really important, too! ‘Cause yesterday, I...”

As he listened to to the grub’s story, Suncloak couldn’t help but be both annoyed and surprised. Surprised that the others didn’t even chuckle at him for such a weird lesson, and annoyed because it turned out he was wrong about them again.

Strangely enough, he felt happy, too. Happy that his efforts were really teaching the other changelings something.

And, considering that the others’ behaviour had changed a bit as well, he felt glad that they too were happy. Weird. #145 told his story with great enthusiasm, proudly presenting what he had learned and even praising his pony friends. Seeing the young changeling talk like that filled Suncloak with a little bit of pride.

It did a whole lot to convince him that he himself wasn’t crazy, either. After all, if other changelings were having a good time living among ponies, then it couldn’t be that weird, right?

Suncloak smirked a little bit. Or ‘crazy’ was just contagious.
> Episode 7: A Nightmare in Ponyville
> --------------------------------------------------------------------------


A Nightmare in Ponyville


Suncloak wandered aimlessly through the decrepit, foggy street.

This wasn’t Ponyville. That much, Suncloak knew. But he didn’t know exactly where he was, right now. It seemed familiar, though.  He was walking through a big city, flanked by opulent golden and white buildings.

The clip-clop of his hooves echoed ominously. It was eerily silent, which unnerved the changeling. This was a pony city. Where were the ponies? Anxiously, he looked around as he made his way. There were no signs of life anywhere, not even a single movement of a small rodent of some kind.

Suncloak paused for a moment, to see if he could find out where he was. The buildings seemed in disrepair. On first glance, they were tall and beautiful, right at home in the richest cities of Equestria. But as he got closer, the buildings no longer obscured by the unusually thick fog that was present, he could see that they were covered in patches of rust and disgusting mold. What’s more, all of the buildings seemed completely deserted.

It unnerved him. This was even more gross than any changeling hive. Pony cities were supposed to be well-kept, clean and pristine! What was going on here? Even the cobblestone under his hooves was filthy and mossy. Something compelled Suncloak to move on, however. Uneasily, and perhaps a little bit scared, he continued walking.

After a while, he didn’t know how long, his hooves started to hurt a little. The changeling sighed and sat down, to give himself some rest. Awkwardly, he sat there, just looking around. Something bothered him about his surroundings. He could recognize them, but he didn’t know where from. The thick fog was making it very hard to see, and Suncloak didn’t even know if he was making any worthwhile progress.

The wind started to pick up. Slowly at first, occasionally catching under the changeling’s wings and making them flutter a little, but after a while, the harrowing gales made his ears ring, and caused him to be chilled to the core. It seemed to come from all directions, whistling as it passed through the holes in his hooves. Suncloak had to close his eyes to stop them from tearing up due to the wind.

For just a few seconds, it felt as if he was in the middle of a hurricane, the wind battering him from all sides and howling into his ears. Suddenly, it stopped, and the city returned to its original silence.

Suncloak didn’t open his eyes yet. He still shivered from the freezing cold, and maybe a little from being scared, too. Wind wasn’t supposed to do that, after all. He noticed that he was breathing heavily, and tried to get himself to calm down. It was just a city. A big, deserted, somewhat frightening city.

It took him a while, but the changeling managed to get himself under control a little. There was nothing wrong, no reason to get stressed out. As his breathing became normal again, he opened his eyes. To his surprise, the fog was completely gone. More confusingly, it was nighttime now. Weird, since Suncloak could swear it was afternoon just before the wind picked up. Or was it?

The city was just as dirty as before, but now, everything was illuminated by the flickering fires of oil lamps and street lights. Even though the fog was gone, it was still difficult to see into the distance due to the darkness, which was only occasionally driven away by a tiny light.

Far in the distance, in the direction Suncloak was heading, he could see a large castle, coloured similarly to the rest of the city. It was covered in little dots of light from various lanterns. Strangely, it was far easier to see the castle than anything else. It was incredibly tall, surrounded by spires. It was in a perfect state, completely devoid of any rust or mold.

Hold on. Gold and white? Castle? No wonder the city looked familiar. It was Canterlot! Suncloak remembered it from the failed invasion. But why was he in Canterlot? He didn’t remember going here. If only there was a pony around who could answer his questions...

Sadly, there was no way to find out, so Suncloak decided that the best course of action was to continue walking. He still felt compelled to head toward the castle, and the longer he looked at it, the stronger the compulsion became.

However, he was quickly stopped by a pony walking onto the street just in front of him, coming out of an alley, or a building. It was difficult to see in the darkness. The pony was also hard to make out. Suncloak could make out their bare outlines, but not their colours, or their Cutie Mark. He couldn’t even see what their gender was. What he did notice were the pony’s bright red eyes. The pony didn’t seem to mind him, which wasn’t strange, considering a black changeling must be really difficult to see in the darkness.

“Hello?” Suncloak carefully stepped closer. “Could you tell me where I am? What’s going on?”

The pony’s head suddenly whipped around, staring straight at him. They looked absolutely furious. “A changeling?!” the pony shouted. “Go away, if you know what’s good for you!”

Suncloak took a step back. “What are you talking about?” Confused, he looked around. More and more ponies were appearing, all of them similar to the one he was talking to. “I just want to know what’s going on!”

“Why should we tell you?” Another pony asked, joining the first one. “We hate you!”

Yet another pony joined them. “Get out! You don’t belong here!” More and more ponies joined the group, yelling similar things at the changeling.

Suncloak started walking backwards. “B-But why? I have friends in Ponyville! You can ask the bearers of the Elements of Harmony!”

The first pony snorted. “Liar. You’re a changeling. All you do is lie and deceive.”

“No!” Suncloak protested. “I’m different! I’m honest!”

“You don’t want to listen,” the first pony said, their glare intensifying. “Get out! Go away!” They started moving toward Suncloak, stomping on the ground. The rest of the mob soon followed.

“I-I can explain!” Suncloak said, backing off even faster. However, for every step he took, the crowd of ponies took one as well, keeping the distance the same, no matter how fast the changeling walked backwards. This wasn’t supposed to happen! Why were these ponies so hostile? It started to freak Suncloak out. Ponies weren’t supposed to hate him! They couldn’t hate him!

One of the ponies jumped at him, and Suncloak narrowly avoided it by diving to the side. The other ponies saw this as their cue, and charged at the changeling.

Suncloak scrambled to his hooves, turning around and running away. No time to think, he had to run! Or, actually, he could just fly. He tried using his wings, but no deal. He couldn’t even feel them. Were they still frozen by the earlier cold? Quickly, the changeling looked backwards. He saw the absolutely enraged horde of ponies running after him, but what really frightened him was the fact that his wings had vanished!

Abruptly looking forward again, Suncloak added another burst of speed. No wings, so he had to run for his life. He was confused about the missing wings, but too focused on running to question it in detail. He just had to take it in stride, and keep running until he could shake off his pursuers.

To his dismay, the entire road was one straight line, without any alleys or forks in the road. The only thing the changeling could see was a tall, thin tower in the distance. It was as brightly lit as the castle behind him was, almost making it look like a lighthouse.

Having nowhere else to go, Suncloak ran straight for the tower. After running for some time, he didn’t know how long, he reached it. He found the door and yanked it open, quickly slipping inside and closing the door behind him. The ponies hit the door several times, but couldn’t get it to open. After a few moments, they let up.

Suncloak let out a breath of relief. That was one problem taken care of. Sadly, this had only raised more questions. Why did these ponies hate him so much? Why was he in Canterlot? Where were his wings? Suncloak hesitantly looked at his back again. Nope, his wings were still gone.

Well, these problems weren’t going to solve themselves. The room Suncloak was in right now was completely empty. It followed the same design as everything outside, golden and white, covered in rust and mold. Opposite of the changeling was a door. Since he had nowhere else to go, Suncloak opened it and looked inside.

A narrow, spiral staircase. This was a tower, after all. Suncloak looked behind him again, to the door leading outside, and to an angry mob. Well, going up was better than going out, so Suncloak started to ascend the staircase.

Surprisingly quickly, he found himself at the top. The top of the tower was a platform, without a roof, and without any guard rails. Predictably, there was nothing here, either, aside from some lanterns on the ground to provide some lighting. Carefully, Suncloak walked toward one edge and peeked over. Down there, he could see a gigantic mob of angry ponies, filling the long and wide street for as far as he could see. They were slightly illuminated by the various lights on the street, but they were also carrying their own torches. Something told Suncloak that it would be impossible to fly over them all, even if he did have his wings.

The changeling nervously swallowed a lump in his throat. Maybe he could check on the other side. He was really frightened right now. If he couldn’t think of a way out, what would he do? Stay here forever? Once on the opposite edge, Suncloak looked down. He could just barely make out the ground, far, far below. If he fell from here, it would be a long way down. And considering he didn’t have his wings, it would also be quite painful.

“What do I do, what do I do?” Suncloak frantically asked himself. If the ponies down below got bored waiting, they’d probably smash the door in. He had nowhere to run now, either. If only he had his wings, he could get away! Maybe he could think of something to get them back, just something!

Suncloak whirled around in panic, but froze when he saw a new pony in front of him. This time, it wasn’t one of the completely black ponies he saw earlier. It was a much taller pony, a mare. She had a dark blue coat, a horn, and wings. Looking at her mane and tail was almost at looking at the night sky itself, and the pony was wearing nocturnally-themed regalia to go with it. Her eyes glowed a bright white, but Suncloak had the feeling she was staring straight at him.

A moment later, he realized that this could be none else than Princess Luna. Suncloak opened his mouth to speak, but the only things he could utter were pathetic squeaks and grunts. He tried taking a step back, but because he was standing on the edge of the tall tower, thought better of it.

“You!” Princess Luna shouted in an incredibly loud voice. “You are not supposed to be here!”

“No, I—” Suncloak protested, taking a step back. His hooves went out from under him, and he tumbled backwards, screaming as he fell.

“Nooo!” Suncloak screamed, launching himself upward and throwing his sheets away. In a panic, he scrambled around and fell out of bed, pushing himself against the nearest wall and huddling up.

After a few minutes of incredibly heavy and panicked breathing, he managed to compose himself. He was in Ponyville. He was in his home. It was all just a nightmare. Shaking, Suncloak pushed himself to his hooves. He’d never had a nightmare this bad, though. He opened the curtains and his window to let in some fresh air.

Still somewhat terrified, he dropped to the floor again. He’d never been this scared in his entire life. The wall opposite to his bed had a large patch of green gunk on it. Absentmindedly, Suncloak opened his mouth and prodded a hoof in it. Empty glands. He must’ve accidentally spewed it all out when he woke up. Seeing as his house didn’t need any construction material, he’d have to clean this up.

A small weight slowly added itself to his horn. Looking up slightly, Suncloak saw a pair of green wings. Emerald. Oddly, it comforted him a little.  The moth perching on his horn would usually be annoying at best, but now, it made Suncloak feel a little better. “I must’ve startled you,” he told the moth.

Emerald took flight again, this time landing on the floor in front of him. She tilted her head questioningly.

Suncloak sighed. “I’m okay. It was just a nightmare.” He pulled himself together again and stood up. A slight breeze entered the room, causing him to shiver. He went to close the window, but as he looked outside, he caught a glimpse of the moon. In a sudden haste, he slammed the window shut and closed the curtains. “Just a nightmare. Just a nightmare. I’ll get back to sleep, and everything will be fine.”





Something bumped into Suncloak’s head, making him dimly aware that he was standing. Somewhere. He looked down to check what bumped into him. It was a round, yellow thing with two blue stripes. A ball? What was a ball doing here? It was lying in the grass. What was grass doing here?

“Um, Suncloak?” a voice came, causing the changeling to look up. Derpy was approaching him, joined by Vinyl Scratch, Lyra and Bon Bon. “Are you sure you’re feeling okay?” the wall-eyed mare asked.

Suncloak blinked a few times, processing the question. “Yeah,” he said. He let out a huge yawn. “I’m... I’m fine. There’s nothing wrong.”

Bon Bon gave him a suspicious look. “Sweetie, there’s bags under your eyes, you’re reacting incredibly slowly and you keep dozing off. Are you feeling sick?” She put a hoof to his forehead.

Suncloak averted his head, trying to keep Bon Bon’s hoof away. “I’m fine!” he said. “Stop making such a fuss. I’ve just had a little problem sleeping.” He grumbled. It was only a minor issue. No need to get all worked up like this.

“Sleeping problems?” Vinyl asked. “Been partying a bit too much lately?” she asked with a small smirk.

“No!” Suncloak said. Irritated, he poked Lyra in the chest. “I’ve been having nightmares for the past few days, okay? It’s only for a short while. I’ll be fine.”

“Um...” Vinyl said, gently pushing the changeling’s hoof to the ground again. “Sorry for joking about it. But first off, you’re not supposed to have nightmares for several days straight, and second, Lyra didn’t even say anything.”

Suncloak looked at his own hooves for a moment, and then at Lyra, who looked pretty confused. Why did he prod her, exactly? “Uh, sorry, Lyra.” He looked down at his hooves again. Why was he so irritated? These were his friends. They wouldn’t suddenly just... hate him, right?

“Hey, cheer up, Suncloak!” Lyra said, wrapping a hoof around him. “We’re your friends, and we’re here to help.”

“And no refusing our help this time,” Bon Bon said jokingly. “Still, how bad is it? Do you even remember why we’re here?”

Suncloak squinted. Here? Here where? In Ponyville? No, that couldn’t be what she meant. What they were doing here today? Actually, that was a pretty good question. Looking around, it dawned upon him that they were in the park. But why? He didn’t remember coming to the park.

“Suncloak?” Derpy asked, waving her hoof in front of his eyes. The changeling didn’t react. “Suncloak? Are you awake?” Derpy asked again.

Suncloak shook his head, trying to get his thoughts in order again. “I’m here. I was just thinking. Why are we in the park, again?”

Bon Bon sighed. “To have a fun day together. You told us you could handle it, but...” She trailed off for a second. “Well, you’re almost falling over.”

“No, the ground is just on its side. I’m fine,” Suncloak said. It would be so much easier to focus if it didn’t look like he was standing on the side of a hill the whole time.

Vinyl pushed against his side with a hoof, and miraculously, the world turned right-side-up again. “No, you’re definitely not okay. And we can’t have a fun day if our friend isn’t healthy.”

Suncloak’s head drooped. He didn’t want to get his friends down like this. “I’ll... I’ll try to get some sleep then,” he said, turning around to go back home. He wasn’t looking forward to it, but it was better than upsetting his friends.

“Whoa, wait!” Lyra said, running up to him and forcefully turning him back around. “Like I said, we’re here to help. So we’re gonna get rid of those nightmares!”

Derpy tapped a hoof on her chin. “But how can we help? What are your nightmares about, anyway?”

Suncloak froze for a moment. He’d had various nightmares, but none were as terrifying as the first, where he was chased by angry ponies and Princess Luna.  The following ones were all different, but Suncloak had a lot of trouble remembering those. Sure, he remembered that the nightmares scared him out of his wits, and that angry ponies were involved, but aside from that, it was pretty hazy.

“If you don’t want to tell us, that’s okay too,” Bon Bon said, pulling the changeling out of his thoughts.

Suncloak opened his mouth to speak, to try and tell his friends what his nightmares were about, but he couldn’t find the words. Even thinking about the nightmares, and especially about Princess Luna, made him frightened. “I want to tell you,” he said, “but I just can’t.”

“No biggie!” Lyra said. “We don’t need to know that stuff, ‘cause I got the perfect solution!”

Well, it was that Suncloak was already pretty scared, or else Lyra’s last few words certainly would have made him.





“This... wasn’t exactly what I expected,” Suncloak said, sitting on a purple pillow.

Lyra had dragged them to a strange, purple tent in the middle of town. Inside, the tent had a table covered with a purple cloth, and it was surrounded by pillows for seating. Various mystic items decorated the walls, and the centerpiece was a crystal ball on the table. Suncloak was sitting at the table, and his friends were gathered behind him.

That wasn’t what Suncloak thought was odd, really. The oddest thing was that a certain pink earth pony mare with a pink mane and tail was sitting on the other side of the table. Pinkie Pie, wearing a purple turban and a purple scarf. Or ‘Madam Pinkie’, as Lyra called her.

“Well, what did you expect?” Vinyl asked.

“I expected... Uh...” Suncloak shrugged. “At least not this, whatever this is.”

“This is Madam Pinkie’s tent!” Pinkie said in the most ominous, but still squeaky voice she could manage. “And with my crystal ball,” she said, making an exaggerated gesture towards the object, “I can predict all kinds of neat stuff! Like if you’re going to get a really cool birthday present this year. Or when somepony’s going to throw you another party!”

Suncloak turned to Lyra. “What does this have to do with nightmares, exactly?”

“Madam Pinkie knows all kinds of neat tricks,” Lyra explained, “and I once heard that you can get rid of nightmares with hypnosis. I thought that maybe she could help.”

“Sure I can!” Madam Pinkie said, reaching under the table with a hoof. She pulled out a few objects in her search: some kind of box, a rubber chicken, a weird board with letters on it, a dreamcatcher, several crude dolls of ponies, and finally, a golden pocket watch.

Hypnosis. That was their first idea? Suncloak grumbled. Wasn’t there some sort of proven, scientific approach to this? One that didn’t hinge on the ideas of the two weirdest ponies he knew, Pinkie Pie and Lyra? It was sort of surprising that the others didn’t question this. Then again, maybe he still wasn’t completely used to pony life.

Although, if there was a chance it’d get rid of the nightmares, then why not? Suncloak stared at the pocket watch for a while. “Are you sure about this?”

“Of course!” Lyra said. “Besides, we’re here, right with you.” Oddly enough, that did a lot to encourage Suncloak. With his friends by his side, he felt a lot more sure about himself.

The changeling took a deep breath. “Okay, let’s do this.”

Pinkie dropped the pocket watch, revealing that it was attached to an iron chain, which she had partially wrapped around her hoof. The watch bounced a few times, and with a flick of her hoof, Pinkie caused it to swing from side to side. “Just look at the watch, and you’re supposed to feel sleepy. Really, really sleepy.”

Suncloak stared at the golden pocket watch, swiveling his head from left to right. “So, how fast is this supposed to go? Like, a few seconds, or maybe a few min—” Right then, he fell asleep, teetering forward and landing his head on the table. The impact instantly jolted him awake again, causing the changeling to quickly sit straight again.

“Well, that didn’t work,” Suncloak said. “I just woke up immediately.” He rubbed a hoof on his forehead. Ouch. Maybe they should’ve put down a pillow or something.

Speaking of ‘they’, all of his friends were gone! Derpy, Bon Bon, Vinyl, Lyra, and even Pinkie had all vanished. Maybe he had been asleep for longer than just an instant, and they left him alone to give him some space.

Suncloak looked around uneasily. “You can come back now, I’m awake!” he loudly announced. Strangely though, nothing happened. It was eerily silent, too. Strange. Lyra told him just a few moments ago that they’d all be right there with him, but now they were gone!

“Where is everyling?” Suncloak asked himself, lifting the tablecloth with a hoof and peeking under. He thought his friends might be hiding under there for some weird reason, but the only thing he saw was a pile of junk.

Frustrated, the changeling stood up and turned around, angrily stepping outside the tent. To his surprise, it was night, clouds covering the sky, and the streets of Ponyville were completely empty. The only things there were a strange, green haze, the standard, lit street lights and the various colourful Ponyville houses. ‘Colourful’ was a bit of an overstatement, though. The colours had dulled, and the paint on every house was flaky. All of the doors and windows were boarded up, too.

How long had Suncloak slept, exactly? It really couldn’t have been longer than five minutes. He stood still in front of the tent for a few moments. Maybe something would happen while he inspected his surroundings. Well, everything that wasn’t the decrepit houses. The road was strangely wet and slippery, too.

The atmosphere was incredibly unsettling. There were absolutely no living beings in sight anywhere. No ponies, no birds, nothing. Before entering the tent, the streets had been filled with ponies going about their daily business. Then again, it was night now, so they probably all went home. And boarded up their houses, for some reason.

Suncloak decided that standing around wasn’t going to get him anywhere. He had to find his friends. Maybe they were at Bon Bon and Lyra’s house. Vinyl lived across the street from them anyway, so if they had all gone to their homes, he’d find most of his friends there. Without hesitation, he set off.

Luckily, the way there was pretty straightforward. Follow the road until he reached their house. Easy! Though, it seemed there wasn’t any other way to go, anyway. From the tent, the road went in two directions, without any alleyways in sight. Strange, but Suncloak could’ve sworn that there were more intersections around here.

As he walked through the streets, his hooves clicking on the cobblestone, and occasionally splashing in a puddle of water, Suncloak felt as if he was in an entirely alien place. Like he wasn’t in Ponyville at all. The persistent green haze didn’t do anything to alleviate the feeling. In fact, it reminded him of the changeling hive a little. Although, any hive was more lively than this.

Suncloak sighed. His friends hadn’t just left him behind, had they? No, that’d be impossible. They would never do that. But then, why were they gone?

Just for a moment, he paused. Still no signs of life, no sounds anywhere. Not even the soft whistle of a breeze. The complete silence made the changeling feel incredibly lonely. The longer he listened for a sound that would never come, the more lonely he would feel. He quickly pushed onwards, but the feeling remained.

While walking, Suncloak frantically looked around. Ponyville wasn’t supposed to be like this. It was supposed to be lively, with many ponies, and with his friends. Not completely devoid of life. He hastened his pace, desperate to find a pony, or even a single living thing.

After a while, he reached the two buildings he was looking for. First, he went to the house of Lyra and Bon Bon. It, too, was completely boarded up. Suncloak tried knocking, but there wasn’t any answer.

Strange. He took a few steps back, looking at the house. It wasn’t any different from the other houses. “Hello?!” Suncloak asked. “Bon Bon? Lyra? Are you home?”

Again, no answer. Suncloak went up to the window, trying to peek in between the planks of wood that were covering it, but no dice. He managed to find a crack he could look through, but the inside was completely dark.

Quickly, the changeling turned around, running across the street to Vinyl Scratch’s house. Surely, she’d be home! Half in panic, Suncloak knocked on the door. “Vinyl? Answer me!”

After getting no response yet again, Suncloak went to the middle of the street and started pacing in circles. This wasn’t right. He wasn’t supposed to be all alone like this. It was making him feel incredibly anxious, possibly even scared.

Suddenly, the changeling could see something move in his peripheral vision. He wasn’t sure what it was. It looked like a shadow, but it was gone in a second. It made Suncloak’s heart speed up. Maybe there was something out here, after all!

With renewed strength, he ran after... whatever it was. It wasn’t there anymore, but Suncloak could’ve sworn that it went in the exact same direction he was already headed. He had to find it. He just had to! Anything was better than this loneliness, even the angry ponies from his nightmares.

Rather quickly, Suncloak found himself in front of what looked like the exit of the village. It was a tall arch, with a small sign standing next to it. Beyond it was nothing but complete darkness, as if the entire world stopped existing just outside the village.

The odd thing was that neither the arch, nor the sign, had ever been there before. And if they were, Suncloak surely didn’t remember either of them. Carefully, he stepped to the other side, making absolutely sure to stay out of the darkness. Craning his neck up, he could make out some text on the large arch. Raindrops started falling from above, making it somewhat difficult to see.

Painted in large, crude, bright green letters, it said ‘Welcome to Changelingville’. Changelingville? Wasn’t this Ponyville? Strange. Hesitantly, Suncloak went over to the other sign.

‘Population: 1’. No, that couldn’t be right! This was Ponyville, a town filled to the brim with ponies! With all of Suncloak’s friends in it! He couldn’t be the only one living there! That was downright impossible!

Panicked, Suncloak ran back into the town as fast as he can. He almost slipped on the wet ground, slicked by the newly falling rain, which was starting to become a downpour. The changeling didn’t really care about getting wet. He just had to find a friend, a pony, anything. He had to find something. He couldn’t be all alone!

As he ran, he could see more and more movement of shadows... no, silhouettes, in his peripheral vision. They looked like ponies, standing on the side of the street. Or were they changelings? One moment, they’d be transparent, black images of ponies, the other, they looked more like other changelings. As soon as Suncloak looked in their direction, however, they vanished. Could it just be the rain getting in his eyes?

He didn’t question it any further. He ran as fast as he could, suddenly throwing in the brakes and falling on his face when he realized he had passed his own house. But more importantly, he had ran straight past Derpy’s house.

In a panic, he ran up to his neighbour’s home, repeatedly knocking on the door as hard as he could. “Derpy! Open up! Where is everyling?!” He pounded on the door until his hooves hurt. “Why... why am I all alone?” Suncloak asked, slumping down.

He spent some amount of time just lying on the ground, soaking in the rain. It didn’t really matter. If his friends were all gone, why would he care? No friends meant no love to feed on. But more importantly, no friends just meant... no friends. Being all alone.

Suncloak slowly stood up and turned around. Shakily, he walked onto the street. “Isn’t there someling out there? Anyling?”

No answer.

“Anypony?” the changeling added in a small voice.

The only sound that greeted him was the pattering of rain on the ground. The tiny glimpse of hope that maybe, somewhere, a pony was listening, vanished from Suncloak’s mind. He felt crushed and broken. He sat down, staring at the ground.

After some time, the rain stopped. The clouds above parted, bathing the changeling in the dim light of the moon. It was accompanied by the sound of hooves clip-clopping on the cobblestone behind him. Ecstatic, Suncloak whirled around to see who was approaching him, but as soon as he saw what pony it was, he stood up and tried to scramble away, tripping over his own hooves and falling down again.

In front of him was once again the dark blue alicorn from his first nightmare, Princess Luna. She towered over him, looking at the changeling with her glowing eyes.

“No!” Suncloak shouted, closing his eyes, looking away and shielding his face with his hooves. “No! You... I...” a lump in his throat prevented him from uttering any more words.

“You are the only one here,” Princess Luna stated.

“No!” Suncloak shouted again, feebly punching one hoof in the princess’ general direction. “I can’t be all alone! I just can’t!”

His hoof flailed around for a second, until Suncloak could hear something. “Whoa, hey!” a familiar voice spoke. Was that... one of Suncloak’s friends?

Slowly, Suncloak opened his eyes again. He was lying on his back, looking at the ceiling of a tent. Derpy, Lyra, Bon Bon and Vinyl were standing over him, giving him concerned looks. “You okay, Sunny?” Vinyl asked.

Suncloak didn’t say anything for a moment. “Uh... What happened?” He was in the tent again, and his friends were still here? Huh?

“Pinkie hypnotized you and you fell asleep,” Bon Bon said. “After a few minutes, you fell over and started flailing around. You almost hit Derpy.”

“Oh,” Suncloak said. Oops. “Sorry, Derpy. I meant to hit, um...” One of their rulers, Princess Luna. Maybe it’d be a good idea to not mention that. Suncloak almost froze up the moment he thought about the alicorn.

“Doesn’t matter,” Derpy said, holding out a hoof to help her friend up. “It was a nightmare. You must’ve been pretty scared!”

Suncloak accepted the mare’s hoof, pulling himself back up. “That was a really weird nightmare. Nothing really scary, just... weird and... I don’t know, unsettling. Until the last bit, that is.”

“I guess the hypnosis didn’t work, huh?” Lyra asked. She looked the most concerned of them all, most likely because it was her idea in the first place. Suncloak couldn’t blame her, though. Both because she couldn’t have known how bad it would be, and because the changeling was just too happy that he was back with his friends again.

Suncloak wanted to tell her that it didn’t matter, but before he even opened his mouth, something very heavy suddenly landed on him, wrapping him in a very tight embrace.

“Oh Sunny, I was so worried! You were sleeping, and then you jumped up and you did weird things and it was pretty scary and then you woke up!” Apparently, Pinkie Pie had jumped on his back to hug him, but the changeling couldn’t bear the weight and collapsed. Undeterred by this, Pinkie lifted him up and hugged him even harder.

Suncloak let out a weak cough. “I get it, Pinkie. Now could you put me back down, please?”

“Okidokiloki!” Pinkie said, letting go of the changeling, unceremoniously letting him crash on the ground.

Suncloak groaned and stood up again. “I don’t think the hypnosis worked, though. No, I’m pretty sure. That nightmare was even worse!”

“I’m sorry, Sunny.” Pinkie kicked at the ground and looked down. Suncloak could imagine that she was genuinely regretting the hypnosis. “Oh!” the pink pony said, lighting up again. “Maybe you can ask Twilight! She’s super smart and she has a lot of books!”

...Huh. That was actually a very good idea. If anyling could understand how nightmares work, it’d be Twilight Sparkle. And if she didn’t, chances were she had a book that could explain most things about nightmares.

“Let’s go to the library, then!” Vinyl said, quickly leaving the tent.

The others soon followed, but just before Suncloak could go outside, he took a few steps backwards. Still looking in the direction of the exit, he said, “Uh, thanks, Pinkie.” He awkwardly scratched his head, unwilling to look the mare in the eye. Or perhaps just a bit embarrassed. “It didn’t work out, but it’s not your fault.”

“Oh, that doesn’t matter,” Pinkie said, dismissively waving her hoof at him. “You should go to Twilight, get rid of those spooky nightmares!”

Suncloak nodded. “Right,” he said, quickly joining his friends.





A few moments later, the five of them were in Ponyville’s library, watching Twilight Sparkle pull book after book off the shelves with her magic. “Nightmares, huh?” she asked. “Let’s see... you’ll need this one, and this one...” she mumbled, creating a few neat stacks of books in front of the others.

“‘Night Terrors 101: Everything you were afraid to ask’, ‘How to deal with Nightmares’, ‘Why don’t we call them ‘nightstallions’?’” Suncloak said, looking at the titles of several books. He wasn’t exactly sure if these could help him. Especially that last one. “I’m starting to doubt this.”

Bon Bon grabbed a random book and opened it. “Come on, Suncloak. You won’t know if you don’t try.” She leafed through the book, trying to find something relevant. “Well, if I could understand what this said.”

“It can’t be that hard,” Vinyl said, taking a book of her own and opening it. “I mean, it’s about sleeping and dreams, how hard can that...” She lifted her sunglasses to take a better look at the book. “Yeah, wow, you’re right. ‘Imagery rehearsal’? I don’t even know what that is!”

“Imagery rehearsal is a technique where you come up with an alternate, better outcome for your nightmare,” Twilight explained, levitating a few books toward her and quickly flipping through them. “You repeat that outcome to yourself a lot before you go to sleep, and that often helps against the nightmares.”

Suncloak tapped a hoof to his chin. “I don’t think I can do that,” he said. “I don’t always have the same nightmare.” Plus, he couldn’t imagine a way to give his nightmares an outcome that didn’t freak him out, unless he could somehow get rid of Princess Luna. And even then, she didn’t appear every time.

“Maybe we can come up with something,” Derpy said. “But you’ll have to tell us what your nightmares are all about.”

Suncloak bit his lower lip. “I don’t know...” He didn’t even feel comfortable thinking about his nightmares, let alone talk about them.

“Please, Suncloak?” Lyra asked. “We just want to help. I bet I can come up with a really good idea!”

If anything, that made Suncloak even more afraid. It’d probably be better if he explained, to get the minds of his friends’ off this silly idea. “I don’t think it’ll work,” the changeling said with a sigh. “Most of my dreams were about... they were about ponies, uh...” He trailed off, choking up.

“‘About ponies’ what, sweetie?” Bon Bon said as sweetly as she could. “You can tell us, okay?”

“They’re about ponies hating me!” Suncloak burst out. “They chase me, and they want to hurt me, and I don’t even know why!” He could feel his eyes starting to sting, but he quickly blinked the sensation away.

The others recoiled slightly at this, dropping their books on the ground. They were silent for a  little while. “But Suncloak,” Lyra said, “nopony would ever want to hurt you.”

“I don’t know,” Suncloak said. “Not all ponies like me. What if I accidentally do something bad, to make ponies hate me? That they would want to...” he paused for a moment, swallowing a lump. “Want to banish me?”

“Nopony can do that,” Twilight assured him. “Aside from the princesses, nopony has the power to do that.”

Suncloak inhaled very sharply upon mention of the princesses. “ButIyouroyaltytheychangelings!” he rattled in a panic.

Vinyl raised an eyebrow. “Are you... afraid of the princesses?”

Suncloak nodded vigorously. “I-I mean, they’re really powerful, and they’re the rulers of Equestria and everything. Plus, I don’t think either of them appreciated it when Queen Chrysalis defeated Princess Celestia.” He chuckled nervously. “If I do anything wrong, I’m a goner! Princess Luna even told me in my nightmare that I ‘wasn’t supposed to be here’!”

“But that’s only a figment of your imagination, Suncloak,” Twilight said. “I know she would never say something like that. The Princess Luna you’re seeing isn’t real. You have to face her, and tell her that she’s wrong!”

“I can’t do that!” Suncloak exclaimed. “If I stand up to a princess, she’ll throw me out, and then I’ll be all alone, and... and...”

Derpy put a hoof on the changeling’s shoulder. “Calm down. Like Twilight said, it’s not the real princess. You’ll be fine!”

Suncloak sighed. “Even thinking about Princess Luna freaks me out. She’s just so...” he shuddered, unable to finish his sentence. He couldn’t think of the right words to explain just how much the princess scared him. “If I see her in a dream, I just can’t do anything. I need another solution.”

“Hmmm. I have another option,” Twilight said. “A spell that’ll make you more powerful in your dreams. That way, you can stand up to a fake princess!”

Suncloak’s eyes widened. That’d be perfect! “Can you do that?” he asked hopefully. “Please?”

“Of course!” Twilight said. “But you need somepony to cast it on you just before you go to sleep, to be sure it works long enough. It’s really easy, too! I can even show your friends how to do it,” she said, gesturing towards Lyra and Vinyl.

The two unicorns looked at each other uncertainly. “You sure?” Vinyl asked. “We’re not exactly magical geniuses.”

“I bet anypony could cast this spell,” Twilight boasted. “It’ll be no problem.”

“Then let’s do it!” Lyra said, excitedly hopping up and down.

“Okay then!” Twilight said. “Why don’t you two stay here, and I’ll show you the spell. The others can go to Suncloak’s home, make sure he can get a good night’s sleep in his own bed. How’s that sound?”

Bon Bon nodded. “That sounds like a very good idea. Wouldn’t want to be uncomfortable when facing your fears, right?” Very slyly, she winked knowingly at Twilight, eliciting a similar wink in response from the purple unicorn. “Let’s get going then, shall we?” Bon Bon said, ushering both Suncloak and Derpy outside.

As soon as they were gone, Twilight turned to Lyra and Vinyl. “It’s a very easy trick...”





That same night, Suncloak and his friends were gathered in the changeling’s bedroom. Staring at his bed, he took a deep breath. “Are you really sure you know the spell?” he asked.

“Of course we do,” Vinyl said. “The spell was even easier than I had imagined. Plus, we’re in our sleeping bags downstairs if there’s anything wrong, okay?”

“But, uh...” Derpy said, “if anything goes wrong, try not to get that green goop over the walls again. That was kinda hard to clean up.”

“Not my fault,” Suncloak grumbled. “It’s a changeling emergency defense measure, okay? It happens when we feel threatened by omnipotent pony princesses.”

“Calm down, Sunny,” Vinyl said. “I’ve seen grosser stuff at parties. Go get in bed, so we can get rid of those nightmares!”

Somewhat hesitantly, Suncloak climbed into his bed. “Just... You’re sure that the spell will work, right?”

“Twilight assured us this would perfectly,” Lyra said. “And besides, we’ll both cast it on you, to be extra sure!”

“Okay then,” Suncloak said, settling in under the blankets. “Do your worst.”

“Alright, here we go,” Vinyl said. Her horn started glowing with the usual blue aura of magic. It surrounded Suncloak, but after a brief tug, the spell was already over. Lyra did the exact same with her yellow magic, which made Suncloak experience the same feeling.

“That’s it?” Suncloak asked. “I... don’t feel anything special.” He had expected to feel stronger, or more energetic, or something. He didn’t feel anything besides sleepy.

“Duh,” Lyra said. “It isn’t supposed to work until you’re actually having a nightmare, silly.” Oh, of course. That made sense.

“Good night, Suncloak,” Bon Bon said. “We’re here if you need us, alright?” With that, the others said their good nights as well, before leaving the room.

“Good night,” Suncloak said meekly, right before they closed the door. “I hope.”

What followed was an eerie silence. Even though Suncloak knew his friends were just downstairs, he felt a bit lonely in his bedroom. He didn’t feel scared, though. This time, he was aided by magic, not some kind of weird hypnosis mumbo-jumbo.

Still feeling worried, however, he closed his eyes. Better get to sleep fast and get into this nightmare, whatever it would be. The changeling sure did feel tired enough to almost instantly fall asleep.

A while later, Suncloak didn’t know how long, he felt the need to open his eyes again. He found himself in a barren wasteland, the ground dry, cracked and yellow. In the distance, in every direction, there were tall, red mountains. It was twilight, the sun having just dipped behind the mountains. It bathed the whole area in a moody, red light.

More importantly, however, in front of the changeling was a large group of ponies! They were a small distance away from Suncloak, and didn’t seem to notice him. All of his friends were there: Derpy, Lyra, Bon Bon, Vinyl, the bearers of the Elements of Harmony and the Cutie Mark Crusaders, though he could also see a few ponies he didn’t recognize. They seemed familiar, though. They had various, strange colour combinations, like a red unicorn with a dark blue mane. The whole group was busy chatting, but Suncloak couldn’t hear what they were saying.

“Hey!” Suncloak called out. “Hey, everyling! I’m over here!”

No reaction. The ponies in the distance didn’t notice him at all, even though Suncloak could clearly see that at least Bon Bon and Rarity were looking in his direction. Odd.

Suncloak started running in their direction. Maybe there was something else going on, a reason why they didn’t notice him.

As soon as the changeling was halfway, though, he tripped and fell. He forced himself up and continued walking to his friends, but the ground had suddenly gotten very slippery. It slowed Suncloak down considerably. Add the wind picking up to that, blowing in Suncloak’s eyes, and it was starting to get tricky to walk forward.

“Come on...” Suncloak muttered to himself as he got closer and closer to the group of ponies. His hooves were slipping, and he had to squint to protect his eyes from the now hurricane-force wind, but at least he was closing the distance.

Very, very slowly, Suncloak forced himself forward. He was perhaps within a few steps distance of his friends. It was getting hard to see, and the wind started to feel incredibly cold. It was sapping the changeling’s strength away, but he had to push forward, he had to reach his friends.

When he was nearly at the group of ponies, perhaps one step away, Suncloak had to put all of his effort just into standing still. Slowly and shakily, he raised one of his front hooves, reaching out to his friends. It was incredibly hard, as if something was forcing his hoof down. The others still didn’t notice him, but if he could just touch them, they’d notice him.

Just when Suncloak was about to touch the pony in front of him, he couldn’t see who, his hooves were swept out from under him, the wind throwing him back. He bounced painfully a few times, and the wind dragged him along the ground for a few seconds as well.

“Ow. Stupid wind,” Suncloak said as he stood up, rubbing a sore spot on one of his legs. Well, his friends seemed unreachable. Maybe there was something else in this wasteland that was of interest.

He looked around, and to his surprise, there was a large group of changelings behind him! They were about as far away as his friends had been, and the changelings didn’t seem to notice him either. The only one who Suncloak recognized was Queen Chrysalis, though.

Maybe he could go over there? He sure wasn’t keen on it, though. The queen wasn’t high on his list of ponies and changelings he liked. If anything, she wasn’t even on that list, and all the way on top of the list of ponies and changelings he absolutely hated. Probably the only one there, too.

Suncloak’s choices were standing in the middle on his own, or try and reach the other changelings. Though he didn’t like to admit it, being among changelings would be better than being all alone, so Suncloak set off to reach the group of changelings.

The exact same thing happened this time. As soon as Suncloak got about halfway, the ground became slippery, and the wind started picking up. The closer he got, the stronger the wind became, and the harder walking became. Just when he was about to touch the group of changelings, Suncloak slipped, fell and was thrown back to where he started.

Back in the middle again, Suncloak sat up and sighed. He looked one way, where he could see the group of ponies. His friends, where he never would’ve guessed he could feel like he belonged. Now, it was normal, but back when he was living in the changeling hive, he would’ve scoffed at the mere idea of living among ponies. As the only one of his race, however, living like that felt weird, to Suncloak. It made him feel alone, but at the same time, it didn’t.

He turned his head, to look at the group of changelings. Now that he lived among ponies, he didn’t feel like going back. Most other changelings were absolute jerks. Most, because not all of them were like that. The group he was teaching friendship lessons to had turned out to be... sort of nice, after a while. But they still had ties to the hive, they could go back anytime they wanted. No matter how much they had surprised Suncloak with how well they adapted, the other changelings just didn’t feel like brethren.

Suncloak groaned. By now, it was night, and the sky was filled with stars. The moon cast an eerie glow over the wasteland. It made Suncloak feel helpless, and alone. Maybe he wasn’t meant to belong to one of those groups, maybe he was supposed to solve this in a different way. But how? It wasn’t exactly something he could ask his pony friends, or even the other changelings. How would they understand?

Suddenly, the clip-clop of hooves on the dry, hard ground sounded behind the changeling. Startled, he whirled around, finding himself confronted by Princess Luna yet again. The imposing alicorn stared at him with her creepy, glowing eyes. Suncloak yelped, quickly taking a few steps backwards.

Hey, wait a second! He wasn’t supposed to be afraid this time! His friends had cast a spell on him, one that would make him stronger. One that would help him defeat this phony princess pony! “I-I’m not scared of you!” Suncloak shouted, taking a step forward. “You’re just a fake!”

Princess Luna’s eyes stopped glowing, revealing her blue eyes. She raised an eyebrow. “But—”

Suncloak jumped up on his hind hooves, punching the air in an attempt to intimidate his nightmare. “I can defeat you! My friends even cast a spell on me and everything!”

The princess looked incredibly confused. “What are you talking about? What spell?”

“A spell that’ll make me stronger in my nightmares,” Suncloak said. He jumped up and uppercutted the air, twirling around. When he landed, however, he couldn’t keep his balance, and fell on all fours again, stumbling slightly. “So I can beat you and finally stop getting these nightmares.”

Princess Luna laughed. Not a malicious, bellowing laugh, but more of a friendly, soft chuckle. “I don’t think such a spell exists. Are you sure?”

Suncloak frowned. “Duh. Twilight Sparkle taught the spell to my friends, and they cast it on me. Besides,” he said, raising an eyebrow, “aren’t you supposed to be more nightmarish? You know, be menacing and stuff, and not... this?” He wobbled a hoof at the princess in a vague gesture.

“Twilight Sparkle?” Princess Luna asked. A moment later, a look of realization washed over her face. “Ah, you must be the changeling living in Ponyville, correct?”

“Um... yes?” Suncloak said, confused. What an odd question for a nightmare to ask. “My name is Suncloak. Aren’t you supposed to know, being my nightmare and everything?”

“Your nightmare?” the princess asked. “I am not a representation of your fears, little changeling. I am Princess Luna, ruler of the night. I have the power to walk through the dreams of ponies, but lately, I found myself wandering through yours.”

“Yeah, right,” Suncloak scoffed. “Exactly the kind of flimsy excuse a fake nightmare princess would use.” Seriously, how dumb did this figment of his imagination think he was?

Princess Luna rolled her eyes. Her horn briefly lit up, and their surrounding were suddenly white as far as the eye could see. No more sky, no more wasteland, no more mountains. Just an endless expanse of white, although the two groups, one pony, one changeling, were still present.

Uh... Wasn’t Suncloak supposed to be the only one with this kind of power over his own dreams? He clamped his eyes shut, willing the environment to turn back to normal for a few seconds. When he opened them, however, nothing had changed. So, this would mean... “Y-Y-You’re actually the p-p-princess?!” Suncloak exclaimed, quickly taking a few steps backward, distancing himself from the alicorn.

“Please, calm down.” Princess Luna remained eerily calm. Then again, she might get this more often. “I do not wish to harm you in any way.” She took a step toward the changeling, but he responded by taking a step backward.

“Yeah, right,” Suncloak said. “Then why do you keep appearing in my nightmares to scare me?”

“That was never our— my intention,” the princess said. “I was merely intrigued as to why I would encounter a changeling when walking through the dreams of ponies.”

“Wait, what?” Suncloak said. “You’ve never been in a changeling’s dream before?”

Princess Luna shook her head, her star-filled mane waving left and right. “Never before. I assumed it wasn’t possible.”

Very, very carefully, Suncloak took a tiny step away from the tall alicorn. “Why were you telling me that I ‘wasn’t supposed to be here’, and that I was ‘the only one here’?”

“I was referring to the fact that I had never encountered a changeling in their dreams before,” the princess explained. “Both times I found you, however, I couldn’t find out why it was possible.”

“I wonder why!” Suncloak yelled angrily. “You just come into my nightmares and scare the living daylights out of me! Of course I’d wake up! You’re terrifying!”

Princess Luna looked away, seemingly hurt. “I apologize.”

Suncloak clamped a hoof over his mouth. Did he just yell at and insult one of the princesses?! “I-I didn’t mean it like that!” the changeling said. “I’m just, you know... I’m, I, uh... Please don’t banish me!”

“Banish you? Princess Luna asked. “Why would I do that?”

“B-Because, because you’re really powerful, you’re one of the rulers of Equestria, and I’m a changeling,” Suncloak rambled, his whole body shaking uncontrollably. “I only take love and we invaded Canterlot and did a whole bunch of bad things and there’s ponies who hate me, and you probably hate me too, and, and...” he paused for a moment, dropping to the ground, shutting his eyes and clamping his hooves over them. “I don’t want to lose my friends! I don’t want these nightmares! I don’t want to be scared! I just... I just...” he choked back a sob, but he couldn’t stop tears from running over his cheeks. “I don’t want to be alone.”

Suncloak remained like that, softly sobbing and crying, a safe distance away from the princess. Well, as safe as possible. They were in a dream, and there was no way the changeling could ever get help from anyling whatsoever. She could punish him in any possible way, which was exactly what Suncloak was feebly preparing himself for.

However, after a few seconds, all he could feel was a soft embrace, like a blanket being draped over him. Slowly, he put his hooves on the ground and opened his eyes. He looked to his right, to see that a large, dark blue wing was draped over him. Quickly looking over to his left, he saw Princess Luna laying beside him, having spread her wing to cover the changeling. He yelped and tried to wiggle himself out, but Suncloak felt himself being gently held in place.

“There is no need to cry, my little changeling,” the princess spoke. “You are an Equestrian citizen. You have many friends who care about you, and you yourself have done nothing wrong. Why would I have to banish you?”

Suncloak sobbed. “I don’t know,” he mumbled. He tried wiping away his tears, but it wasn’t really working. He hadn’t stopped crying yet, and his face was too wet to clean it all manually.

With a bright flash, Princess Luna conjured a handkerchief with her magic and levitated it towards the changeling. “I will not say that I understand you, but... I see why you must be so scared,” the princess said. “You obviously care a great deal about your friends. It must be terrifying to meet one of the ponies who could easily tear you away from them, correct?”

Suncloak accepted the handkerchief and nodded. He wiped away his tears and blew his nose, though his face was still a bit messy afterward. “I’ve never been this scared in my entire life,” he admitted. “Not even when I was thrown out of Canterlot, or when I was afraid I was caught and was going to get locked up forever.” He looked at the handkerchief for a second before giving it back to the princess.

Princess Luna took the tear-stained and dirty handkerchief from the changeling with her magic, gave it a disgusted look, and made it disappear with a poof. “I have seen your nightmares. You must be very afraid of being hated, and of being alone.” She looked around, shortly glancing at the two groups standing in the distance, on opposite sides. “I also assume you must be afraid of not belonging to either group?”

“I can never be a pony,” Suncloak said, gesturing towards the group of his friends, and the few unknown ponies, “but I’ve changed so much that I don’t want to go back to the other changelings.” He gestured towards the group of changelings. “And even if I did go back, I won’t even be able to fit in.”

Princess Luna stood up and folded her wing, urging Suncloak to stand up as well. “Your heart is in the right place. As long as that is the case, your first two fears, those of hatred and loneliness, will never come to pass.” She looked left and right, deep in thought. “As for this dream... You tried going towards the two groups yourself. Am I right?”

Suncloak stood up and nodded. “No matter how hard I tried, I couldn’t reach them. What do I do?”

“I do not know the answer to that.” Princess Luna sighed. “However, if I could give you a piece of advice? A suggestion, if you will.”

“Uh, sure.” Suncloak raised an eyebrow. That wasn’t exactly what he had expected. Advice, from a princess?

“If you cannot reach either group, why not make them come to you?” Princess Luna said. “Try approaching the problem from the other side.”

“Huh?” Did she mean for Suncloak to bring his friends to a changeling hive? Or did the princess suggest he introduce Queen Chrysalis to Ponyville? “What do you mean?”

Princess Luna opened her mouth to speak just as the wind picked up. “Ah. It seems this dream is coming to an end.”

Suncloak looked around, seeing the groups of ponies and changelings in the distance slide away. Princess Luna, too, moved away from him, though obviously not of her own volition. “Explain to me! Please!” the changeling cried out, but the wind made it hard to hear even his own voice.

“Have faith in your friends, Suncloak,” the princess shouted at him. “Your fears are not easy ones to overcome, but as long as you believe in your friends, and they in you, you can overcome your fears!”

“No, wait!” Suncloak shouted, sitting up in bed. He blinked a few times, confused. Back in his bedroom. The changeling hopped out of bed, opening the curtains. It was morning, the sun still hanging low in the sky.

Suncloak sighed in relief, taking a look around the room. No green goop on the wall. Good. He thought about Princess Luna. Her suggestion had been very... vague. Suncloak didn’t really know what to do with it. “Worst princess ever,” he muttered.

His eyes widened. “Princess...” the changeling mumbled to himself, a big smile appearing on his face. “Princess. Princess!” he said, opening the door and charging downstairs. There were four sleeping bags there, with Bon Bon, Lyra, Derpy and Vinyl in them. “Princess!” Suncloak shouted, pulling the nearest pony out of their sleeping bag, evidently Lyra, and hugging them. “Princess!”

“Morning Suncloak!” Lyra said excitedly. If she was surprised, she didn’t show it. “How was your night?”

“It was terrible!” Suncloak said, letting go of the unicorn. “But it was also pretty good. And I’m not scared of Princess Luna anymore! Or at least, not as much. I don’t know. But I can think about her without freaking out!”

Vinyl, with an even messier mane than usual, rose up from her sleeping bag, wearing a sleep mask. She quickly swapped it out for her usual sunglasses. “That’s great, Sunny! What happened?”

“Princess Luna appeared in my dream again,” Suncloak said. “She was still pretty scary, and she didn’t even know the spell you cast on me existed. We talked, and she was actually pretty nice, and then she had to go.”

“Well, about that spell,” Bon Bon said hesitantly, climbing out of her sleeping bag. “Uh... should we tell?” She asked, looking at Lyra and Vinyl.

Both Lyra and Vinyl nodded. “There was no spell,” Lyra explained. “We just gave you some courage.”

Suncloak froze. “S-So... You mean...”

“You did everything yourself!” Derpy said, poking her head out of her sleeping bag. Her mane was in disarray and her eyes were oddly normal, but a quick shake of her head fixed both of those things. “Isn’t that great?”

“So I...” Suncloak’s eyes widened. “But Twilight... I mean, you—” he stammered, before passing out from the shock.





The other changelings stared at Suncloak incredulously. “That sounds like a massive load of mucus,” #14 said. “You had nightmares, and meeting a princess solved that?”

“Couldn’t have made it up if I wanted to,” Suncloak said proudly. After they had all gathered in their little hidey-hole, the cave in the Everfree Forest, Suncloak had told them the whole story. He left out the parts where Luna gave him advice and where he passed out, though. The first one because Suncloak didn’t understand it, and the second because it was plain embarrassing.

“What do you want us to learn from that, anyway?” #21 asked. “You had nightmares, and your friends tricked you into confronting your fear, which turned out to be real, and then you weren’t afraid of it anymore?”

“I guess I could say that really intimidating ponies deserve a chance too?” Suncloak said. “I mean, Princess Luna was pretty scary at first, but she was actually pretty nice. It wasn’t really necessary for me to be so afraid of her.”

#14 impatiently tapped a hoof on the stone floor. “You had that whole story, and that’s all you have to say? Even we have come up with better lessons than that!”

Suncloak pouted. “It’s not like I could learn anything else in a week filled with nightmares. Stop complaining.”

“I already kind of knew that,” #2 said. Odd, because he usually kept silent, which was to be expected of a changeling in accounting. “I mean, one of my friends is a really big, burly pegasus who shouts all the time. He was pretty scary at first.”

Suncloak sighed. “But that isn’t really the same as a princess, right?” At least, he hoped that pegasus wasn’t a princess, because that’d be frightening in an entirely different way. “I was terrified of Princess Luna, but it turns out she isn’t that scary. The other way around, ponies must think this way about changelings, too.”

Though he had to admit, thinking about princesses still made Suncloak a little anxious. But not way as scared as before. “Does that clear things up?”

#14 groaned. “I suppose it’ll have to do. I bet someling else has learned something way better this week, though.”

As the other changelings started telling their stories, Suncloak’s thoughts wandered off for a short moment. He still hadn’t figured out what Princess Luna meant with her advice. Make ponies and changelings come to him? Like, a pony and a changeling in one room? He had been in that situation a few times already, and it didn’t solve anything.

He’d have to figure it out later. For now, there were more things to learn about friendship.
> Episode 8: Spare Some Change
> --------------------------------------------------------------------------


Spare Some Change


There are times when your entire day is filled with chaos.

Suncloak is very familiar with that kind of day.

Luckily, today was not one of those days. In fact, it was so non-chaotic that Suncloak was getting worried; either something absolutely crazy was about to happen, or the changeling had gotten used to living like a pony.

He wasn’t really sure which one was worse.

For now, however, he was just spending the day with his friends. Don’t need some kind of nonsensical adventure to have a good time, after all. Currently, the five of them were sitting at a table at a restaurant, drinking shakes. Suncloak sipped his shake, flavoured with about seven different fruits, as he idly listened to his friends talk about everyday life.

“So, Bon Bon,” Lyra said, prodding the aforementioned mare in the side, “are you excited for next week yet? Huh?”

“Next week?” Suncloak raised an eyebrow. Was something going to happen next week? He hoped not. Having nothing exciting or painful happen for a while was a good thing.

“Oh, that’s right! Almost forgot,” Bon Bon said, taking her tail and reaching into it. Odd place to store things. She produced four pink envelopes and put them on the table, one for each of her friends.

Suncloak grabbed his envelope and opened it. Inside was a card. A very colourful card, filled with pictures of balloons and cake and whatnot. It said ‘You’re invited!’ in big letters. Invited? To what? Hesitantly, Suncloak opened the card.

He hadn’t expected what he found inside, though. “A birthday invitation?” he asked. Whoa. Suncloak didn’t even remember when he had last been forced to attend one of those.

“Yep!” Bon Bon happily confirmed. “This friday. It’s going to be great!”

Suncloak looked at the card again, and then back to Bon Bon. “How do birthdays work, again? I mean, I know what it is, but what do you do to celebrate it?”

The others responded by looking at the changeling as if he just told them water could catch on fire. “Okay, I can understand changelings not celebrating Hearth’s Warming Eve,” Vinyl said, “but birthdays? Changelings have birthdays, right?”

“You guys miss out on lots of presents,” Lyra added. “No Hearth’s Warming, no birthdays...”

“We have birthdays,” Suncloak explained, “we just don’t celebrate them. I mean, what’s there to celebrate? ‘Hooray, you and about fifty other annoying dwarves have been pestering us for another year! Now please leave us alone and let us do our jobs.’ Or at least, that’s what I was told.” The changeling sighed. The adults never let him have any fun.

“Birthdays are when you get together with your friends and family and just have a good time,” Derpy said. “Pretty much like every other party. Oh, and everypony gives you neat presents, and... that’s it, really.”

“Huh. That’s simple,” Suncloak said. “What kind of presents?”

“Anything, really,” Vinyl responded. “Just something you can buy from the store, or something you made yourself.”

“Oh, it doesn’t really matter,” Bon Bon said, blushing slightly. “The presents aren’t really important.”

“‘Doesn’t matter’?!” Lyra propped herself up on the table, nearly knocking over her shake and drawing some curious glances from the other guests at the restaurant. “How can you say that?! The presents are the most important thing ever!”

Derpy snickered. “You sound a little bit like Dinky, Lyra.” Gently, she pulled her unicorn friend back on her seat again. “Calm down. It’s just a birthday.”

“But...” Lyra spluttered. “Birthday! presents! It’s the best kind of party, and it happens every year!” Which, Suncloak noted, was similar to Hearth’s Warming Eve. How were they different, again?

Vinyl took a sip from her shake. “The presents are a cool bonus. It’s all about the party!” She turned to Bon Bon. “Want me to take care of the music again?”

“Well, if it isn’t too much trouble,” Bon Bon said. “You and Lyra always make the best music, after all.”

“Alright!” Vinyl said, pumping a hoof. “I’ll make you the best song ever this year! I know I say that every year for everypony’s birthday, but this time it’s true.” She seemed lost in thought for a second. “And I know I say that every time as well, but... Uh, never mind. It’s gonna be great, okay?”

Derpy tapped a hoof on her chin. “Hmm. I’ll have to come up with a good present too. I could make some muffins again, but I’m starting to run out of unique recipes...” She thought for a few more moments, before turning to Suncloak. “Hey, do you have any ideas yet?”

Suncloak didn’t even have the vaguest idea yet. What he did know, was that he should probably give Bon Bon something really neat. She occasionally gave him stuff, even if it wasn’t his birthday, so Suncloak had to give her an awesome present in return. “I don’t know yet,” he said, sighing. “But I can come up with something.”





“I can’t come up with anything!”

Nervously, Suncloak paced around the house, closely followed by his pet moth, Emerald. “I can’t make anything, and I don’t have any money to buy something! What do I do?!” the changeling exclaimed.

Emerald didn’t react. Or rather, couldn't react, because she couldn’t speak.

Suncloak groaned in frustration. “You give the worst advice!” He stopped walking for a moment, waving his front hooves in the general direction of the moth. “Come on, go do something useful. Help me be artsy or something, or get some money!”

Again, Emerald said nothing. Nor did she even do anything, aside from continuing to fly around Suncloak.

Suncloak continued pacing. He wasn’t really the artistic type, so it wasn’t like he could make a painting or something similar to give to Bon Bon. Well, he could try, but it’d probably come out awful. Same with everything else, like writing, or music. Changeling art was right out the window too, considering most changelings didn’t even like art. And whatever changeling did like art, what they made was almost always terrible.

That left one other option: buying something from a store. That brought another list of problems along with it, first and foremost being: Suncloak didn’t have any money. He didn’t really need any, after all. Changelings don’t need to buy food, and he wasn’t really planning on redecorating his house in any way.

He could ask one of his friends for money. Except Bon Bon, obviously. But he couldn’t really do that, because his friends were all taking care of their presents on their own. Borrowing money from them seemed more like they were buying an additional present for Bon Bon.

No, Suncloak had to get money in another way. The standard way.

He had to get a job. And considering that it was monday, and Bon Bon’s party was at friday, Suncloak would have to get that job fast.

He paused for a moment. There was still one big problem in that. “How do I even get a job?” he wondered aloud. Changelings were assigned a job, and that was that. When they were needed for something else, they would get a different job.

Ponies, on the other hoof, picked a job that fit their cutie mark. Considering changelings didn’t have cutie marks, it’d be a bit tricky for Suncloak to find out what job he’d be good at. Back at the hive, he wasn’t exactly the best royal guard, so he already knew that wasn’t an option. It was pretty unlikely ponies needed a guard anyway.

First things first, though. Suncloak had to find out how to get a job, first. Seeing as he wouldn’t get anywhere staying indoors, he decided to head outside. Before closing the door, he made sure Emerald was still inside. Suncloak didn’t need her pestering him right now.

“Right. Where to start?” Suncloak looked around. He didn’t see any vacant jobs in the street. Maybe he had to ask somewhere. Where, though?

Suncloak grumbled. Why did ponies have to make everything so complicated? Birthdays, money, jobs... Was there anything that wasn’t needlessly difficult to understand?

The first place where he could ask something was close by. Suncloak went over to the house next to his. To be exact, Derpy’s house. Awkwardly, the changeling knocked on the door. He wasn’t too keen on asking this straightforward. It felt a bit embarrassing. No, he had to be subtle about it, but not too subtle, to avoid a misunderstanding.

The door swung inward. “Hello Suncloak!” Derpy cheerfully said, still holding the door. “How can I help you?”

Suncloak paused for a moment, mulling over his words. “How do I get a job?” he eventually asked. Yeah. Subtle.

Derpy let go of the door, putting her hoof on the ground. “Uh... Why’re you asking?” The more she thought about it, the more confused her look became.

“I need to get a job, so I can get money, so I can buy a present for Bon Bon,” Suncloak said. Simple, duh.

“Oh.” Derpy thought about it for a few moments. “Maybe you can try being a mailpony? Or... mailchangeling, I guess?”

Suncloak raised an eyebrow. “You mean delivering the mail? I could try, I think.” It didn’t sound very hard. Get letters, dump letters at houses, receive cold, hard cash. Done!

“Well, let’s see if you’re up for it,” Derpy said. She took a step back to reach behind the door, quickly returning with a set of full saddlebags in her mouth. Letters and packages poked out from every single hole. “Try lifting this bag. It’s tomorrow’s mail,” the pegasus said, dumping the bags on the ground with a dull thud.

Suncloak quickly put on the saddlebags. Well, for as far as he could. The belt was pretty long, so the bags were still standing on the ground when the changeling was all strapped in. This was really easy!

However, Derpy went up to him. “Hold on, they’re supposed to be at your sides, like this.” She pulled on another strap, pulling the two bags up to Suncloak’s flanks.

Suddenly, a huge weight added itself to the changeling’s back, and he very nearly found himself falling over on his left side. Only a very frantic sidestepping was able to get him upright again, but then the weight was switched over to his right side. “This is kind of heavy!” Suncloak said, while frantically running left and right in front of Derpy.

The mailmare quickly flew after him, managing to stop Suncloak before he crashed into a fence. Carefully, Derpy made sure the changeling could manage to stand still. “Well, it doesn’t really matter once you get in the air. Try flying!”

Suncloak was getting more and more convinced that this was a really bad idea. Now that he was wearing the mailbags, and managing to not fall over, he decided to go through with it anyway. The changeling beat his wings, though it was really hard to get any lift. He closed his eyes, buzzing with all his strength. To his surprise, he even left the ground! With a smile, Suncloak opened his eyes. “Hey, look! It’s working!”

Derpy, who was still standing on the ground, looked very concerned. “Uh, Suncloak...” she said, pointing at the ground under the changeling.

Suncloak looked down to see the bags still standing on the ground. Huh. A quick glance at his back confirmed that he was still wearing the straps, though. And that the straps were stretched to their limit. The changeling swallowed. Yeah, this wouldn’t be fun.

Instantly, Suncloak was slingshotted toward the ground. With a loud impact and a whole lot of dust, he hit the ground.

As the dust settled, the only thing visible were the saddlebags... And a changeling-shaped hole in the ground. Which meant that it was pretty much a pony-shaped hole, just leaving a few pillars where the holes were in the changeling’s hooves. Concerned, Derpy peeked into the hole. “Suncloak? Are you alright?”

A garbled, incoherent mumbling rose from the hole.

Derpy reached into the hole, pulling Suncloak out. She tried setting him on his hooves as best she could, but the changeling’s dazed wobbling wasn’t making it easy. “I don’t think being a mailchangeling is the right job for you,” Derpy said.

Suncloak shook his head for a few seconds, to get rid of the dizzyness. “Yeah, I think it’s a bit... heavy.” He briefly glanced at the two mailbags, still on the ground. It’d be funny if the hole they were standing next to didn’t remind the changeling of his painful experience from a few seconds ago. Suncloak gave a defeated sigh.

“Oh, chin up!” Derpy said, smiling. “That’s just one job. There’s a whole lot of other jobs to try! Why don’t you take a walk around town, see if there are ponies looking for some help?”

“That’s how you get a job?” Suncloak raised an eyebrow. “You just look for ponies who need help, you help them, and they give you money?” That sounded surprisingly easy.

“No, not like that!” Derpy hastily said. “It has to be a business. And they have to be looking for help. You have to make an agreement and everything.”

“Oh.” Suncloak felt somewhat disappointed now. Seems like ponies really did have to make everything needlessly complicated. Having a job assigned to you made getting a job so much easier. Choices were so overwhelming!

“You know what?” Derpy asked. “I’ll help you get started. Do you have a resumé?”

Suncloak stared at her blankly for a few seconds. “A what now?” A rehzoomay? What? It sounded like some kind of fancy dish from Prance.

Derpy sighed. “I think this’ll take a while...”





Tuesday! Lyra’s favourite day for fun!

Any day was good for some enjoyment, but tuesday always seemed to stand out, for some reason. It was the perfect day for... Well, for having fun on a day off.

Happily, the green unicorn skipped through the streets of Ponyville, humming a tune and waving to the occasional passerby. What would she do today? She played on the lyre every day, she could give that a rest for now. Maybe she could go to the spa. Nah, she’d have to sit still there, and that was hard.

Suddenly, something caught Lyra’s eye. She planted her hooves into the ground, screeching to a halt. She was standing in front of what was possibly one of the greatest, bestest buildings in the whole town: the Ponyville Arcade.

Of course! The perfect way to spend the day: play some games. Sure, some older ponies said the arcade was only for kids, but Lyra was often kidding around anyway. That had to count for something.

She opened the doors, stepping inside. The arcade was pretty much one big hall, filled with big box-thingies in all shapes and sizes. Lyra didn’t really know what they were or how they worked. You threw a coin in, and then you could play a game. That’s all she needed to know.

But which one to play? The bright, colourful lights on the machines beckoned to Lyra. “Play with us!” the boxes shouted. Or at least, that’s how Lyra imagined it. Game machines couldn’t talk, she knew that for sure.

There was one particular game Lyra really liked, so she quickly went to one of the corners of the arcade. There were four, identical blue boxes. One was always broken, and the other three were occupied almost all the time. 

While the first three machines were indeed occupied, it seemed that the fourth one had been fixed! It did have a weird vent on the top, but hey, it was working. Eager to play, Lyra went up to the box.

It was a pretty simple thing: blue box, a little bit of text, a whole lot of fancy lights, but most importantly, it had a control stick, a few buttons, and a big screen. The screen read ‘Mega Mare’ in big letters. Underneath it was a smaller line: ‘Please insert coin’. Because Lyra hadn’t really prepared on going to the arcade, she had only one bit on her. She’d have to make this count.

Using her magic, Lyra levitated her emergency bit out of her mane and inserted it into a little slot on the side of the machine. In response, the machine started the game.

It featured a pink mare in a blue outfit, controlled by Lyra, running around and defeating enemies for some reason. Lyra didn’t really pay attention to the story, she just wanted to have a little fun playing. She had played it before, so she didn’t have much trouble with the first few stages.

Everything was going pretty fine, but suddenly, and completely out of nowhere, a pixelated changeling appeared on the screen. It flew over to the bar that indicated Lyra’s health, and looked at it for a few moments, stumping Lyra. If the screen moved, the changeling slid along with it, oddly enough. Like it wasn’t even part of the game at all.

The little changeling’s mouth flapped up and down without producing a sound, but a text box, accompanied with a picture of a pensive changeling, appeared in the lower part of the screen. “You know, your health bar thingie is a bit low. You should be a bit more careful, or something.”

Lyra leaned in closer to take a better look. “What the hay?” she mumbled. This wasn’t in the game before. She briefly leaned back to check the screens on the other machines, but there was no changeling there. The other ponies playing the game were just doing their thing. Lyra tried having her character jump up to attack the changeling, but it didn’t really seem to mind.

The changeling seemed to look straight at Lyra for a moment. The portrait in the text box of the bottom of the screen changed to show the changeling looking more surprised, and new text appeared. “Lyra! Hi!” The on-screen changeling waved at her. “It’s me! Suncloak!”

Lyra’s eyes widened. “What?!” she exclaimed, drawing looks from the other ponies in the arcade. It made the green unicorn blush. Maybe she had to lower her voice a little. “Suncloak, what’re you doing in a game?”

Suncloak’s picture changed to a mid-eyeroll one. “I’m not in the game, I am the game.” The on-screen changeling stopped flying, dropping to the ground. “Or actually, I’m disguised as the machine thingie.”

“That sounds fun!” Lyra said. Sure, it explained nothing, but that didn’t really matter. “But why? And can you even breathe?”

“Oh, that’s what the vent is for.” Suncloak’s portrait briefly changed to a smug look. “Don’t open me up, though. I think I look pretty gross on the inside.” He started walking to the right, prompting Lyra to follow him and continue playing the game. Meanwhile, Suncloak’s text box on the screen persisted.

“I need some money to buy a present for Bon Bon,” the changeling explained. “So I asked Derpy for help, and after some looking around, we found this arcade place. They didn’t really need anyling, but they did have one broken machine. So I’m replacing it until they’ve repaired it!”

“Sounds like fun!” Lyra said. She sure was having fun like this. Playing a game, together with a friend. She could see this becoming a thing in the near future. “I didn’t know changelings could change into a game machine.”

“Well, I didn’t know ponies had these things.” Suncloak smiled, both in the picture and in the game world. “It was pretty difficult, though. They needed to show me the inside of the machine, and I had to modify it a little bit to make sure I could actually stay alive the whole day.”

“Huh. So how do you get love, as a big blue box?” Lyra asked, idly playing with the joystick and tapping buttons. Maybe she was tickling Suncloak by doing this. Though, seeing as he wasn’t giggling, probably not.

“Shoot that guy.” Suncloak pointed at a creature on the screen. Lyra pushed a button, her on-screen character shot and defeated the enemy, and it promptly dropped an item. One that fully replenished Lyra’s health when she picked it up. “Strangely enough,” Suncloak’s on-screen text said, “ponies sometimes give me love when I do that.”

Lyra giggled. “I think I know why. Ponies love this game, so I guess they give you that love when they’re playing! Especially because you’re helping out and being nice.” She continued playing, and knowing that Suncloak was helping her a little was sort of relieving. She could take a whole lot more risks!

Suncloak’s portrait started blushing. “I don’t know. I just do what I think is right.” The changeling flew up and made a little loop. “Now, are you going to finish the game, or what?” he said, grinning.

“You bet!” Lyra said, continuing to play the game. It was a whole lot easier when being assisted by Suncloak. Any time Lyra was low on health, the next enemy would conveniently drop a life-replenishing item.

For about an hour, she played the game and chatted with Suncloak about random things. With the changeling’s help, Lyra managed to play through the entire game on only one bit, something she had never accomplished before.

The game screen showed a list of high scores, but Suncloak was still on there as well. “Wanna play again?” he asked.

“Sorry Suncloak,” Lyra said, letting go of the controls. “I don’t have any more bits on me. Maybe next time?”

“Sure,” Suncloak answered. “Besides, I think the arcade is almost closing for today.”

Lyra looked around, seeing most other ponies starting to leave the arcade. “Yeah, I think so. I’m gonna go home. Bye, Suncloak!” She waved at the changeling-turned-machine, the on-screen changeling waving back at the green unicorn as she left.

A few minutes later, it was closing time. With the characteristic whirl of green flames, Suncloak turned back into a changeling, albeit with a metal box on his left flank. The one where he collected the coins ponies put in the machine. Or in himself, disguised as a machine. That was actually kind of weird.

Feeling pretty proud of himself for having completed his first day of work, Suncloak went to the back of the arcade. Once there, he entered a small office. One with a simple, wooden desk and a few file cabinets. More importantly, behind the desk was a yellow earth pony stallion with green eyes and a short, black mane and tail.

Suncloak went forward, took the metal box on his flank off, and put it on the desk. “There we go, one day of work being a... weird machine thing.” With a smug smile, he added, “I thought it went pretty well.”

The pony turned the box toward himself, smiling. “Well, let’s see!” He opened the box and peered in, but his smile disappeared. “This is... uh... a bit disappointing.”

Suncloak’s smile vanished. “What?! What do you mean?” Impossible! His day went so well!

The yellow earth pony sighed. “You barely got a sixth of what the machines normally get. Best I can pay you is...” He paused for a moment, doing the math in his head. Eventually, he reached into the box. “This,” he said, producing a single coin and putting it in front of Suncloak.

The changeling stared at the coin for a few seconds. “That’s it? Only one bit?” That was way less than he thought he would earn. One bit wasn’t enough to buy anything worthwhile. Well, except a single game at the arcade.

“I guess our little experiment failed,” the pony said with a sigh. Right, Suncloak’s first day had only been an experiment, to see how it would work out. After all, no pony had knowingly employed a changeling before, for their shapeshifting or otherwise. “I don’t think this would be very lucrative,” the pony added.

“But...” Suncloak started to say, but he couldn’t find a way to argue against it. On the one hoof, it didn’t feel very fair, because the changeling had worked for it all day. On the other, he understood that the arcade had to earn a certain amount, and Suncloak’s paltry contribution probably didn’t measure up to how much it would cost to fully employ the changeling. Or at least, that’s what he had understood from Derpy’s explanation. “Yeah, you’re right.”

“I’m really sorry, but I have a business to run, after all,” the pony said, adding an apologetic smile. “Besides, I’m sure you could earn more than...” he pointed at the single bit on the desk. “That. But I don’t think you’d be able to do that here.”

Suncloak sighed. “In other words, no deal?”

The pony shook his head. “No deal. Best of luck finding something that suits you better, though.”

Disappointed, Suncloak grabbed his single bit and left, mumbling a goodbye. Only one bit. At this rate, he wouldn’t be able to buy a present for Bon Bon, so the changeling immediately went out to look for another job. One day wasted, two left to go.





The next day, Suncloak found himself at a wholly different location. Namely, a construction site.

Through a way that really wasn’t a whole lot of begging and pleading, honest, he had managed to land himself a job building... things. Houses, most likely. The current construction site only had a really tall, metal skeleton of some kind of building. Suncloak was wearing the required yellow hardhat and orange, luminescent vest. ‘Wearing’ wasn’t the right word, though, as he had once more just changed himself to appear like that. The hardness of his fake helm would be enough, anyway.

“Hey! New guy!” a pony yelled at him. A tall and burly, light brown pegasus with blue eyes, a dark brown mane and tail and a small stubble stepped in front of the changeling. This pony was also wearing a hardhat and safety vest, although his were probably real. “Changeling. Boss must’ve been pretty desperate to hire you, huh?” he said, guffawing.

Suncloak’s teeth gnashed. This must be the foreman, the pony he was supposed to listen to. Already, Suncloak didn’t like him. However, now was not the time to complain. “Yeah, yeah,” he said, almost growling. “What do I need to do?” It was time to work and earn some money.

“Eager to get to work, huh?” The foreman asked, raising an eyebrow. “Well, how could a changeling possibly help us out?” He gave a cocky smile.

Suncloak smirked in response. “Lots of ways.” He raised one hoof. “For instance...” With continuous whirls of green flame, his hoof changed into a myriad of construction tools. A hammer, a screwdriver, a saw, and more, anything Suncloak could think of. “I don’t need a toolbox. I am all the tools, so I can do anything.” As long as it wasn’t too heavy, of course.

The foreman rolled his eyes. “Right. I’ve got the perfect thing to keep you busy,” he said, beckoning Suncloak to follow him. After a short walk, they reached a relatively empty part of the construction site. “You can build a brick wall right here. There’s bricks over there,” he said, pointing at a large pile of various bricks not far from where the two were, “and you can make your own mortar, right?”

Mortar? “What’s mortar?” It sounded like some kind of weapon, though Suncloak highly doubted that it actually was something pertaining to violence.

“You changelings aren’t very clever, huh?” the foreman said with a groan. He grabbed a large bucket, two bags of... something, and a smaller bucket of water. He dumped some amount of both bags, one containing some kind of grey stuff, the other sand, into the larger bucket, and added the water. “This is mortar,” the foreman said, pointing at the contents of the bucket. Suncloak peered in to see some kind of gross, grey goop. The foreman continued, “You use this as paste to keep the bricks together, okay? Just make sure it doesn’t harden before you have to use it. Keep stirring.”

Suncloak nodded. “Yeah, I can do that.” Truth be told, he only had a vague idea of what he had to do, but he could probably make a brick wall just fine by winging it. Everything had worked out okay so far by just improvising, after all.

“Good,” the foreman said. “I want to see a wall here by the end of the day.” Without waiting for an answer, he flew off. Moments later, out of earshot of the changeling, he joined the other construction workers. “Bet he can’t even stack three bricks,” the foreman said, drawing laughter from the workers.

Meanwhile, Suncloak was ferrying bricks from the large pile to the spot where the foreman told him to build a wall. He had to carry two at a time while hovering. More bricks would be too heavy for the changeling. Every time he reached the bucket of mortar, he made sure to stir it for a few moments, to make sure it didn’t harden.

Now that he had a few bricks, it was time to actually build this wall. Looking at the bricks, though, Suncloak didn’t really know how. Maybe it was similar to how repairs were done in the hive. Take two rocks, put some sticky stuff in between to glue them together, and let it harden. Suncloak turned one of his hooves into a spatula, and scooped up some of the mortar. It felt goopy and somewhat sticky, quite similar to the green gunk changelings stored in their mouth.

Suncloak set one brick down and experimentally slapped the mortar on the side. He set a brick beside it, squeezing the two together. Not wanting to waste any mortar, Suncloak scooped any excess of the grey substance up, depositing it back into the bucket.

“Well, that’s two bricks,” Suncloak said, looking at his progress. Many more bricks to go. Now, how did ponies build their walls, again? They didn’t stack the bricks directly on top of each other, that’s the only thing Suncloak really knew. Oh well, he’d figure it out. As long as the wall didn’t topple.

After a while, Suncloak had managed to make a decent-looking, yet small wall. Well, it looked more like a semi-organized stack of bricks with mortar in between, but it would probably count as a wall somewhere in Equestria.

As he reached into the bucket to get more mortar, Suncloak noticed a problem. Namely, that he was out of mortar. The bucket was completely empty. Suncloak looked around, to see if the foreman was close by. No foreman in sight, sadly.

While Suncloak knew what he had to use to make mortar, he didn’t know exactly how much. Grey stuff, sand and water, in some quantities. All he really knew was that mortar kind of resembled changeling goop.

In fact, that gave Suncloak an idea. Instead of using more mortar, he spat the green, glue-like substance on the bricks, using that to continue building this wall. The ponies probably wouldn’t notice, as long as Suncloak built that wall. The most important thing was that the ponies didn’t actually touch the changeling goop, as it was incredibly sticky to everything that wasn’t changeling hooves.

Oh, and they had to ignore the fact that, while part of the wall had the standard grey mortar, most of it was covered in green slime.

A few hours later, Suncloak was done. Well, he didn’t really know for sure, but he was out of bricks. Couldn’t continue building without bricks, after all. Suncloak left the wall alone, heading off to find the foreman. He had to be somewhere on the construction site. In fact, after a minute, Suncloak found the pegasus in question, talking about something with his pony colleagues and laughing about something. Suncloak tapped him on the flank. “Hey, I was building the wall, and I’m out of bricks.”

The foreman turned around. “Out of bricks?” he asked, raising an eyebrow. “I didn’t think... Let me see that wall!”

Suncloak shrugged. “Sure.” He led the foreman to the wall, followed by a few other construction workers. They were probably just as interested as the foreman himself, ready to marvel in Suncloak’s craftsmanship.

“Well, I’ll be,” the foreman said, looking at the wall Suncloak built. He gave a weak kick against the lower bricks with his hoof. “Not exactly a good wall, but you built this way faster than I thought.” He scowled for a moment. “Guess I underestimated you,” he grumbled.

One of the other construction workers inspected the wall a little more closely. “Hey, what’s this green stuff you used instead of mortar?” he asked, raising a hoof to poke at it.

“Wait!” Suncloak shouted. “Don’t touch that, only changelings can—”

The construction worker touched the green goop with his hoof right as Suncloak shouted, causing the pony to try and jerk his hoof away. To his surprise, his hoof was stuck, glued to the gunk. Panicking, he started pulling on it with all his might. After a few mighty pulls, he suddenly came loose, losing his balance and rolling backwards.

The wall, unstable as it was, couldn’t deal with this kind of force. It wobbled precariously for a few moments, before falling over. Suncloak and the other workers could only barely jump away to avoid getting squished, but they were all engulfed by the ensuing cloud of dust that spread from the impact zone.

“—touch it safely,” Suncloak finished, coughing slightly as the dust settled. “Well, at least there aren’t any injuries, right?” he asked, giving an awkward grin.

The ponies all gave him angry looks.

Suncloak gave a nervous chuckle. “Hey, only the wall I built was broken, I can rebuild that! As I showed you, it isn’t very hard. I didn’t cost you guys any work!”

As if fate took it upon itself to ruin Suncloak’s day, a stray brick rolled off the pile of debris that used to be the changeling’s wall, knocking into a barrel. Said barrel was knocked over, tumbling off the edge of the hill it was unluckily placed upon, rolling straight for the somewhat unstable metal skeleton of the building that was being built on the construction site.

The construction workers all turned and stared at the barrel as it gained speed. “Uh... At least it isn’t causing any major damage?” Suncloak offered. Almost immediately, he wished he hadn’t said that.

With a loud crash, the barrel hit one of the legs of the building’s skeleton, leaving a massive dent. Groaning loudly, the workers’ progress started tilting, before just giving up completely and collapsing in what was probably the biggest mess Suncloak had ever seen.

They were all silent for a while. “Um...” Suncloak started. “It’s... salvageable?” He turned to the other construction workers, who were giving the changeling absolutely furious looks. “No hard feelings?” Suncloak asked, giving another very awkward grin.

The foreman snorted. “No hard feelings.”





“And that’s why I have a black eye,” Suncloak concluded.

He was sitting on a park bench, together with Vinyl. It was thursday, late in the afternoon, and Suncloak still had only that single bit he earned in the arcade. He didn’t get paid for his construction work, which was pretty understandable. At least he wasn’t forced to cover the damage.

“You’ve got a black eye?” Vinyl asked, surprised. “I didn’t notice. You know, ‘cause you’re black all over and stuff.” She briefly raised her sunglasses to take a better look at the changeling.

Suncloak gave her a deadpan look. “Yeah, I landed pretty badly when they threw me out.”

“Harsh,” Vinyl said. “So, what’d you do today?”

Suncloak groaned. “Too much to mention. What I didn’t do, was earn money. And I even tried like five jobs today!”

Vinyl raised an eyebrow. “Five jobs in one day? You’re going through jobs pretty fast, Sunny. But I’m sure there’s something you can do!” She gave the changeling an encouraging pat on the shoulder.

“Doubt it,” Suncloak said with a sigh. “I even got fired from Quills and Sofas because I botched an order.”

“Mr. Davenport fired you over one order?” Vinyl asked. “I thought he was really nice.”

“Well...” Suncloak started. He fidgeted awkwardly for a second. “I did sell a sofa to a pony who needed a quill, and the other way around.” He paused for another second. “Multiple times.”

Vinyl blankly stared ahead. “Wow. Just...” Her mouth flapped up and down uselessly as she tried and failed to find the right words. “Well, what’re you going to do next?”

“I don’t know!” Suncloak said, throwing his hooves up. “I failed at every single job I took! And I got only one bit for it, too.” He sighed. “What kind of present can you buy with one bit?”

“I guess you could buy a piece of candy, or...” Vinyl tapped a hoof on her chin, thinking. “Nah, I think that’s pretty much everything you can buy with a single bit. Though, since Bon Bon is the best candymaker in Ponyville, it’d be weird to buy her sweets.”

Suncloak frowned and pouted. His friends were always really accepting and nice to him, so it felt incredibly annoying to fail at even attempting to repay them. For just this once, it’d be nice to have a cutie mark, to easily know what the changeling was really good at. Then, he could use that skill to earn some money to buy a gift, or make something neat as a present.

“Hey, chin up!” Vinyl said. “Not like it’s some kind of enormous disaster. It’s just a birthday present, you can make up for it some other time. Birthdays happen every year, after all.”

Suncloak continued pouting, not really affected by Vinyl’s attempt at cheering the changeling up. “Showing up at a birthday without a present sound kind of silly, though. Especially if everyling else has one.”

Vinyl shrugged. “If you can’t buy a present, you just can’t buy a present. I’m sure Bon Bon understands that, too.”

“I guess.” Suncloak sighed. “I should at least apologize to her, though. I mean, I can’t make her anything either, I’m not good at that sort of thing.” Speaking of making things, though... “How’s your song coming along?” he asked.

“I’m not telling,” Vinyl said, playfully sticking out her tongue. “You’ll hear it tomorrow. But I can tell you this: it sounds great!”

Suncloak smiled. He didn’t even doubt that for a second. “You always make the best music. I’m looking forward to it!”

Vinyl hopped off the bench. “Well, I gotta get back home. Time for dinner, and I have to finish up that song. See you at the party, Sunny!”

“So soon already?” Suncloak asked. Though, looking up at the sun, he could see that it was getting kind of late. It wasn’t quite at the horizon yet, but it was well on its way down. Silly ponies and their need to eat. The changeling simply shrugged. “See you tomorrow,” he said, waving goodbye to Vinyl.

Suncloak remained sitting on the bench. He wanted to repay his friends, sometime. These last few days showed that actually getting some money was way harder than the changeling had expected. The difficulty of living like a pony kept surprising him, even though he really enjoyed it.

Oh well. As long as he was with his friends, he had more than enough time to figure everything out. Satisfied with that thought, Suncloak stood up and started heading home. He had to be well-rested for tomorrow’s party, after all.





Judgement day had come.

Or, to be more specific, friday. The day of Bon Bon’s birthday party. Timidly, Suncloak went up to the door of her house and knocked. Even though the changeling had reminded himself that he’d get her a present sometime later, it still didn’t feel right to arrive at the party with empty hooves.

The door opened, revealing Lyra. “Hi Suncloak!” she said. “Come in!” She stepped aside and beckoned for the changeling to come in. “I’d offer to take your hat, but I see you’re not wearing one,” the unicorn giggled.

Suncloak smirked as he walked inside. A whirl of green flame surrounded his head, and when it disappeared, the changeling appeared to be wearing a black top hat. “Better?” he asked.

Lyra laughed. “No, I’m good,” she said as Suncloak changed back to normal again. Lyra looked at him again, noting that something was off. “Hey, you don’t have a present for Bon Bon?”

Awkwardly, Suncloak looked down, inspecting the holes in his hooves. “I, uh... I couldn’t get one. Earning money was a bit more difficult than I thought.” At least Lyra couldn’t see his black eye. Suncloak didn’t really want to explain that again.

“Oh, that’s too bad,” Lyra said as she closed the door. “I thought it went so well at the arcade?”

“Not really,” Suncloak said. “Turned out it wouldn’t be worth it for the owner. I tried some other stuff after that, but... that failed too.” And that was putting it lightly. “Bon Bon won’t mind, right?”

“Nah,” Lyra said. “After all, you can make it up later.” She started heading out of the hallway. “But hey, the party’s in the living room. C’mon!”

Suncloak followed after her, entering the living room. The whole place was decorated with balloons, streamers, confetti and other colour things. There was even a table dedicated to tons of different types of candy, and most importantly, a large birthday cake. Derpy was currently at said table, munching on a muffin. In one of the corners of the room was a large sound installation, made up of several speakers and a turntable. Behind the turntable, Suncloak could see Vinyl’s hindquarters sticking up. The DJ was probably still busy hooking the whole thing up.

“Hi Suncloak!” Bon Bon’s voice sounded from the kitchen. Quickly, she went up to him. “I’m so glad you could make it!”

Suncloak gave her a confused look. “Of course I made it.” It wasn’t like he had to do something else, like work. “Though, I, uh...” the changeling murmured, trailing off. It was a bit embarrassing to say he didn’t have a present.

“Want something to drink, or some candy?” Bon Bon asked, not having heard Suncloak’s last few words. It surprised him that Bon Bon didn’t notice him not having a present.

“No thanks,” Suncloak said. “I wanted to say sorry.”

Bon Bon raised an eyebrow. “Why would you need to say that?”

“Because I came here with empty hooves,” Suncloak said. “I took about a bazillion jobs, but I just couldn’t get the money to buy you a present. I’ll make it up to you another time, I swear!”

Bon Bon dismissively waved a hoof. “Oh, that doesn’t matter, Suncloak. I heard about it from Vinyl. It’s the thought that counts, right?”

Suncloak gave Bon Bon a blank stare. It’s the thought that counts? That’s not something the changeling had ever heard of. “Huh? What’re you talking about?”

“It’s the thought that counts,” Bon Bon repeated. “You did all you could to get me a present, but it just didn’t work out. I won’t think any less of you for that.”

Suncloak just continued staring at her, unable to process this train of thought. “I don’t get it.” He was trying to be generous, but he failed, but it still counted as being generous, and... This was making his brain hurt.

Bon Bon sighed. “Even though you couldn’t get me anything, you really wanted to, right?”

Suncloak gave a quick nod. “Yes,” he slowly said.

“Then it doesn’t matter that you don’t have a present,” Bon Bon said. “Knowing that you did your best to get me a present is enough for me. Do you get it now?”

“I think so,” Suncloak said. “So when I—”

Just then, an incredibly loud bass tone sounded from Vinyl’s speakers, interrupting the conversation and causing Suncloak to jump up in fright. With an awkward grin, Vinyl stood up and twisted a dial on her turntable, turning the speakers off. “Whoops, my bad. What were you talking about?”

“Oh, I was just talking to Suncloak about...” Bon Bon said, trailing off when she didn’t see the changeling drop down again. Bon Bon looked up, seeing Suncloak upside-down, clamping to the ceiling, having changed his hooves into something resembling claws out of reflex. His face was locked in an incredibly startled look. Bon Bon sighed. “Uh, nothing. It doesn’t matter. Suncloak, can you come down, sweetie?”

Suncloak merely gave something between a squeak and a hiccup in response, before letting go. He hit the ground face-first, remaining completely stiff. His hooves changed back to normal, surrounded by green flames. A second later, the changeling collapsed to the ground. “My ears,” he whimpered.

Bon Bon extended her hoof to the changeling, helping him up. “You okay?” she asked.

Suncloak groaned. “Yeah, I’m fine.” He briefly shook his head to get his thoughts in order. Said order was somewhere along the lines of ‘ow’, ‘ow’ and ‘ow’.

“Sorry, Sunny,” Vinyl said. “Didn’t realize I forgot to tune down the volume.” She tried scratching the record plate that was currently on the turntable, which generated a sound with a more decent volume. “There! All set for the party.”

“You know what?” Suncloak said, smiling. “I’ll figure the whole ‘thought that counts’ thing out later. Right now, it’s time for a birthday party, not lessons about friendship.”

After all, he already had a group he told friendship lessons to weekly.





“So what you’re saying is, if you just say that you wanted to be generous, you don’t actually have to be generous?” #14 asked.

Suncloak slapped himself in the face with a hoof. “No, what I’m trying to tell you is...” he paused, trying to find the right words.

Like every week, he and the other changeling were in their little cave again, gathered around for yet another session of sharing lessons about friendship. Suncloak had tried to tell them about what he had learned, but it turned out to be more difficult than he thought. “Look, you have to really want to be generous. You can’t just say you want to give someling something without actually wanting to. That’s lying, and that doesn’t really fit well with honesty.”

#145’s face contorted from the sheer mental strain. “I don’t get it.” Understandable for such a little changeling, really.

“I think he’s trying to say that you have to be both generous and honest at the same time,” #21 said. “I’m not sure, though. This is weird.”

Suncloak groaned. “I’m telling you this in the easiest way possible! How can you not understand this?” It only cost him a day or two to figure it all out, after all.

“Being honest isn’t exactly a changeling thing, though,” #14 said. “I mean, it’s kinda difficult.”

Suncloak opened his mouth to protest, but decided against it. He didn’t have much trouble with honesty, but that was after he had been caught and pretty much forced to be honest. After that, he just warmed up to it. Being honest made friendship feel more genuine, and that just felt better, somehow.

“I know honesty is pretty hard for you guys,” Suncloak said. “I mean, you’re still walking around with fake looks and names, too. But if you want to live together with ponies, I think you have to be as honest as you can.”

“I don’t know if it’ll be worth learning,” #21 said. “We’re not going to live in Ponyville forever, after all.”

Suncloak raised an eyebrow. “What, you’re thinking of moving?”

“Uh, no,” #14 said. “We have to go back to the hive someday. We’re on a mission, and we have to report back sometime.”

Suncloak froze for a while. Oh. Right. He had forgotten that the other changelings were all still part of a hive. Sooner or later, they’d have to return to their real homes. For some reason, it made him feel... disappointed.

“But I...” #145 started, but trailed off as the others looked at him. “Uh, never mind.”

#14 sighed. She seemed almost sad about the subject. “Look, it doesn’t matter. I’d just like to learn as much as possible about the way ponies live. So before we go, I want to understand honesty a bit better.”

“I don’t think it’s worth all the effort,” #21 said. “What can we possibly learn from it? It’s not like being honest will be of use in the hive.” 

“What do you think, Suncloak?” #14 asked.

Suncloak didn’t answer. He seemed to be looking at nothing in particular.

#145 climbed onto #14’s back and waved a hoof in Suncloak’s direction. “Hello? Boss?” he asked.

The somewhat high-pitched, buzzing voice, coupled with his view being obstructed, pulled Suncloak out of his thoughts. “Huh, what?” He blinked a few times. Right, he was still talking to the group. “Just, uh... Do what you want. Be your own boss. I can’t make choices like that for you.”

The other changelings gave him confused looks. “That’s... Okay,” #14 said. “Well, anyling else got a story to share?”

As the others started talking about their new experiences, Suncloak sighed. He had completely forgotten about the fact that the other changelings had to return to their hives someday. For some weird reason, it made Suncloak sad to think about the others leaving. He continued mulling it over, but he could only come to one conclusion.

Inevitably, he would once again become the only changeling living among ponies.
> Episode 9: Different Lives
> --------------------------------------------------------------------------


Different Lives


Suncloak idly kicked at a pebble as he walked through Ponyville.

Something was bothering him, and it had been for quite some time now. He knew what it was: the fact that the other changelings had to leave soon. What he didn’t know is why it was bothering him.

Suncloak didn’t like the other changelings, and they didn’t like him. Or at least, that’s how it was a few months back. He wasn’t so sure anymore. They had grown on him, every single one of them. Well, maybe not #145, but he was young, and young changelings could get really annoying. Though, now that Suncloak thought about it, #145 wasn’t as annoying as kids in the hive.

The other changelings were always making fun of Suncloak and each other, but after a while, as they learned about friendship, they started to open up a little bit. Maybe banishment and forced interaction with ponies wasn’t required for changelings to live together with their prey? Though at that point, ponies probably wouldn’t be prey anymore.

Maybe changelings and ponies really were able to live together? The more Suncloak thought about it, the trickier he realized it was. Sure, he himself proved that it was possible, but how would it work on a larger scale?

Suncloak sighed and shook his head. An Equestria with ponies and changelings living together would still be very far away. He doubted that he’d even live long enough to see it.

On the other hoof, it felt as if he made the first step towards that Equestria, which made Suncloak smirk. It was a more prestigious accomplishment than being royal guard, ranked lowest of his group. And besides, this life was way better. Chaotic and unpredictable, but more fulfilling. It felt good to be treated nicely, and the only thing needed to be treated that way was to treat others nicely.

In fact, Suncloak felt more ready than ever to help any pony he came across! Not for love, but just because it was the right thing to do. Well, he was feeling a little hungry, but that wasn’t important.

Abruptly, Suncloak felt something grab him and turn him around so quickly that he had a minor case of whiplash. Staring at him were two blue, bloodshot eyes. The pupils were about the size of peanuts. Very tiny peanuts. “You have to help me,” the owner of the eyes said.

Suncloak took a step backwards. “Uh...” The eyes belonged to a purple unicorn mare with a short, red mane and tail. Her hair looked like it was supposed to be straight, but it was evident that she had messed it up somehow, possibly through sheer stress. “Who are you?” Suncloak asked. Just to be sure, he checked the mare’s cutie mark: a colourful... explosion, of sorts? It was really vague. Not a cutie mark, nor even a pony who the changeling recognized.

The mare stomped a hoof on the ground. “It’s me, Shining Nova!”

Suncloak gave her a blank stare. Shining Nova? It sounded familiar, but it didn’t ring any bells. Maybe she was related to Twilight Sparkle? Suncloak scratched the top of his head. “I don’t think I know—”

The mare groaned loudly and leaned forward. “I’m #14, you dolt!”

Suncloak let out a choked gasp and clasped one hoof over #14’s mouth. Using his other hoof, Suncloak pulled the disguised changeling into a back alley. “What’re you doing?! Not so loud!”

#14, or Shining Nova, gave Suncloak an angry look, and managed to maneuver her mouth through one of the holes in the changeling’s hooves. “I thought you remembered what names we took!”

“Well, yeah,” Suncloak said, giving an awkward grin. “For a day or two, I think? That doesn’t explain why you almost blew your cover, though.”

#14 pushed away Suncloak’s hoof and wriggled out of his grip. “I was looking for you. I need your help, okay? I lost Lofty, and I can’t find him anywhere!”

“Lofty?” Suncloak asked. “Wait, don’t tell me! That’s... #21, right?”

“No, it’s #145! He’s gone!” #14 shouted at him. “He’s somewhere and I don’t know where but he’s not—”

“Whoa, whoa, whoa,” Suncloak interrupted her. “Start from the top. You lost #145, but why are you so worried about him?” After a moment, he added, “And why come to me, exactly?”

“Okay,” #14 said, though she took a moment to actually get started on her story. “You do remember that #145 is living with me, and I pretend I’m his mom, to avoid questions from ponies, right?”

Suncloak nodded sheepishly. He really needed to start trying to memorize the lives of the other changelings, he realized.

“I sent him to school to get him off my back, plus his friends go there too,” #14 continued. “I pick him up from school after every school day, but today, I couldn’t find him anywhere!”

“That’s it?” Suncloak asked, raising an eyebrow. “I mean, us changelings randomly vanish all the time.” Not to mention, a changeling actually caring about a kid? That wasn’t a common thing. Suncloak decided not to say that last part out loud, to avoid upsetting #14 even further.

“I know, but still,” #14 said, sitting down with a sigh. “When you’re a teacher in the hive and you’re dragging a ton of those tykes around, they can get pretty annoying. But with just him?” She gave a weak chuckle. “I can deal with only one of the little guys just fine. I guess I got sort of attached to him, if you can believe that.”

Suncloak sat down beside her. “Not really, to be honest.” Upon receiving an annoyed glare from #14, he added, “But I can give it a chance!”

“Think about it like this: if you have a lot of kids around, they all want your attention for this or that, but you can’t give them all your attention at the same time, right?” #14 said, looking down at the ground. “But now that it’s only #145, and I don’t really have anything to do besides trying to be friends with ponies, I can just give him the attention he wants, and then he’ll go play with his own friends.”

She gave a brief smile. “And I started noticing things. I felt proud of myself whenever he accomplished something, seeing him happy made me happy, stuff like that.” She paused for a moment. Her lower lip started quivering, and tears started welling up in her eyes. “And now he’s gone for a few hours, and I start panicking!”

Slowly and awkwardly, Suncloak patted her on the shoulder. It was weird. He recognized the feelings she had, albeit a bit different. Suncloak felt almost the same whenever he listened to the other changelings talk about their lives. It didn’t matter if it was the things they learned, or something silly like one of them learning about tending gardens. It wasn’t that strange for #14 to feel the same way about #145. “Look, don’t worry,” Suncloak said. “I’ll help you find him, okay?”

#14 let out a short gasp, turning back to Suncloak. “R-Really?! I thought you wouldn’t— I mean, you’re not even...” she said, stumbling over her words.

“Sure, it’s not like I have anything better to do,” Suncloak said as he stood up. Well, he could think of a few things that were more productive, like spending time with his friends. Though for some strange reason, he felt compelled to help #14. Maybe the selflessness of ponies was starting to rub off on him. “Just keep the panic and the tears to a minimum, okay?” he said, smirking.

#14 blinked the tears out of her eyes. “Jerk,” she mumbled. She briefly cleared her throat before continuing. “Where should we start looking?”

Suncloak tapped a hoof to his chin. “Well, what was the last place you saw him?”

“The elementary school. Duh,” #14 said. “But I already looked there. #145 isn’t at the school.”

“Uh... Hm,” Suncloak said, taking another moment to think. “Maybe someling there saw him. What does his disguise look like again?”

#14 slapped herself in the face with a hoof. “I should’ve known you’d ask. He’s a pegasus. You know, because he took the name Lofty Wings. His coat is red, his eyes are orange, and his mane and tail are white with a yellow streak in them. Oh, and he doesn’t have a cutie mark.”

“At least they won’t question you being his mom in that case,” Suncloak said, giving #14 a deadpan look. “He’s as bad as you when it comes to making a disguise. A white mane and tail? Really?”

#14 shrugged. “Hey, it wasn’t my idea. He said he picked white so not a single pony would think he’s actually a changeling. Or something like that, at least.” She gave a brief, very annoyed groan. “Look, that doesn’t matter right now. I just want to find him, okay?”

Suncloak nodded quickly. It was important to the other changeling, so maybe he shouldn’t waste time by insulting her. “Yeah, of course,” he said. “Let’s go and check out the school.” He stepped out of the alley and looked left and right. After a few moments, he turned back to #14. “Uh, which way is the school?”

#14 groaned again and stood up. “Follow me,” she said, leaving the alley and heading for the school.





A few minutes later, the two changelings had reached the Ponyville schoolhouse. It was a far smaller building than Suncloak had anticipated. It was a mostly red building, decorated with hearts and swirly motifs. It also had a bell tower for some weird reason, and a flagpole, though there wasn’t a flag raised at the moment.

Luckily, there were only a few foals there right now, or else Suncloak would’ve most likely hated the place. Most kids had already gone home, after all. The few that were there were using the school’s playground, a safe distance away from Suncloak. There were only a few foals he sort of liked, and these were none of them.

More importantly, though, Suncloak couldn’t see #145 anywhere. “Are there even any adults here?” Suncloak asked, taking another good look around. There were no mares or stallions anywhere near the school, sadly.

“There should be one,” #14 said. She sounded hesitant. “But I don’t know if, uh...” she mumbled, trailing off.

The schoolhouse’s front door opened, and a purple earth pony mare with green eyes and a two-toned pink mane and tail stepped outside, closing the door behind her. Upon seeing #14, the mare’s face lit up. “Good afternoon, Nova!” she said, walking to the disguised changeling. “Can I help you with anything?”

#14 looked around anxiously, pawing at the ground with both her front hooves. “I, uh, I’m here because...” She paused for a moment. “We were just looking around, no big deal.”

The mare gave her a concerned look, before glancing in Suncloak’s direction. After a second, her face lit up. “Oh! You must be Suncloak.” She extended her hoof towards the changeling. “My name is Cheerilee. Are you friends with Nova?”

Suncloak briefly shook Cheerilee’s hoof. “Uh, sort of,” he said, briefly glancing at #14, who still seemed distressed. “We’re looking for Lofty Wings,” Suncloak said. “Have you seen him?”

“Not since school was out a few hours ago,” Cheerilee said. “Why? Is something the matter with him?” She looked at #14 again. “Didn’t your husband come to pick him up?”

“Husband?” Suncloak asked, giving #14 a confused look. “But you don’t have a husb—”

#14 quickly kicked Suncloak in the flank, shutting him up. “I don’t have a husband who would lose track of our kid!” she finished, awkwardly grinning at Cheerilee. “Lofty wasn’t here when I came to pick him up, and I can’t find him anywhere.”
Cheerilee gasped. “Oh my. I have no idea where he could be! Do you need any help?” She looked at Suncloak, whose face was contorted in what looked like pain. “Uh... do you?”

Suncloak, who was very busy biting his lower lip to prevent himself from shouting in pain, took a few moments to respond. “No thanks,” he managed to squeak. Did #14 really have to kick him in the flank that hard?

“I think we can find Lofty on our own,” #14 said. “Maybe somepony else knows where he is. Maybe one of his friends saw where he went?”

“That could work,” Suncloak said. “Where are his friends, though? Do you even know who they are?” He looked at the colts and fillies playing at the playground again. A pink filly with a pink and white mane and tail who wore a tiara, a blue colt with a black mane and tail with a red stripe in them, a grey filly with a grey mane and tail, wearing blue glasses... No ponies that he recognized. Besides, #145 wasn’t among them, so these probably weren’t his friends.

“Yes, I know who they are,” Cheerilee said. “I don’t know where they are, though. They’re always doing something unpredictable. I think you’re familiar with them.”

Suncloak wasn’t too sure of that. He barely knew what #145 did in Ponyville, and he hadn’t remembered the names of the little changeling’s friends. There weren’t a lot of foals he was familiar with, so who could Cheerilee be talking about? “I have no idea,” Suncloak said. “Who do you mean?”

Before Cheerilee could answer, there was a series of loud crashing noises, followed by a shout of “Watch out!” The voice was familiar to Suncloak, so he turned around to check who it was. Before he could get a good view, however, something barrelled into him, throwing both the changeling and his assailant back, slamming into the schoolhouse.
After a few moments, Suncloak got back to his senses. With all the physical abuse he underwent in Ponyville, it seemed he had developed some kind of immunity to being knocked out. The thing that had collided with him was... a small red cart, attached to a scooter? It gave Suncloak a sense of déjà vu. The cart was overturned, so he couldn’t see what was in it. The scooter’s driver was strangely absent.

Two fillies rose from the cart. A yellow earth pony with orange eyes and a red mane and tail, wearing a blue helmet. Apple Bloom, if Suncloak remembered correctly. “Ah already said going that fast is dangerous, Scoots,” she said with her usual drawl. “Scootaloo?” she said, looking around for her vanished friend.

The other filly, a white unicorn with green eyes, a curly, pink and purple mane and tail, wearing a green helmet, took a moment to get her eyes to stop rolling in their sockets. Right, this was Sweetie Belle. “Ow...” she said. “What’d we even run in to?”

“Me, again,” Suncloak said, trying to get up. Somehow, the scooter had got caught in one of the holes in his hooves, so he shrugged it off. “Haven’t seen you three in a while.” Without the scooter impeding him, it was much easier to sit up. “Wait, where’s the third, Scootaloo?”

“Up here,” came a tiny voice from somewhere above. Suncloak, Apple Bloom and Sweetie Belle looked up to see the third filly, an orange pegasus with purple eyes and a purple mane and tail, wearing a purple helmet with white stripes. She had somehow gotten stuck on the top of the flagpole. She tried to get loose by wiggling around, but she only succeeded in getting herself to swing around a little. “Uh, can anypony help me down?”

Suncloak groaned. Seeing as he was the only one there with usable wings, it meant he’d have to help the filly. He quickly flew up and untangled Scootaloo from the flagpole, setting her down next to her friends afterward. “Seriously, I haven’t seen you three in a while, and the first thing you do is crash into me again?”

The three fillies looked down at the ground and sighed. “Sorry,” they said in unison.

A very shocked Cheerilee, accompanied by #14, who was having a lot of trouble not bursting into laughter, approached the four of them. “Oh goodness, are you okay?” she asked Suncloak. Without waiting for an answer, she turned to the three fillies. “That was very dangerous! I thought you’d learned after the first couple of times?”

Suncloak cricked his neck a few times. “I’ve had worse.” A lot worse. Being harmed was almost like second nature to him now. “What were you three doing, anyway?”

“We were on our way to our next Cutie Mark Crusade!” Scootaloo said. “I wanted to get there fast, but...” she looked at the overturned cart and scooter. “Uh, yeah. That.”

Suncloak rolled his eyes. “Well, never mind. Do you three know a cha— I mean, a colt named Lofty Wings?”

“‘Course we do!” Apple Bloom said. “He’s our friend! We asked him if he wanted ta join us on today’s crusade, but he said he had to go do some other stuff at the marketplace.”

Suncloak raised an eyebrow. “The market?” he turned to #14, giving her a questioning look.

#14 shrugged in response. “What kind of stuff would he be doing there?”

The Cutie Mark Crusaders shared brief looks. “I don’t know,” Sweetie Belle said. Her sentiment was quickly parroted by Apple Bloom and Scootaloo.

Suncloak sighed. “Well, it’s better than nothing. Fo— I mean, Nova,” he said, turning to #14, “why don’t you go to the market and look for Lofty? I’m going to stay here for a few minutes, I want to check something out.”

“I’ll come along and help you,” Cheerilee said. “Two ponies are better than one, after all!”

“Oh, you don’t have to do that,” #14 hastily protested.

“Nonsense,” Cheerilee said, turning around and heading for the market. “That’s what friends are for.”

#14 shot a brief, pleading look towards Suncloak, before following after Cheerilee.

After the two were out of sight, Suncloak turned back towards the three fillies. “You said you were friends with Lofty Wings. What’s he like?”

“He’s nice,” Apple Bloom said. “He used to say that a lot of things we did were stupid, but he always asks if he can play with us. He’s kinda weird, too. He skips lunch a lot!”

“He asks really weird questions in class, too. Really easy stuff, like why we say ‘somepony’ and ‘anypony’,” Sweetie Belle said. “But sometimes, he asks a really hard question. He asked how friendship worked this one time, and I couldn’t think of a good answer.”

“Oh yeah, and he acts really weird around Sweetie Belle!” Scootaloo said. “He starts talking all weird and looking away. We think he likes her.”

Sweetie Belle promptly turned red. “N-No he doesn’t! He’s just weird, kinda like Suncloak when we first met him. Except Lofty isn’t a changeling, of course.”

Suncloak snorted, trying to keep down a chuckle. “I doubt that he likes you in that way.” It was more likely that it had something to do with the filly’s coat colour. “But you’re getting along nicely despite all that, am I right?”

The three fillies nodded in unison. “Why’d ya wanna know?” Apple Bloom asked.

Suncloak shrugged. “Just curious.” He weakly waved one hoof in the direction of the cart and scooter. “Now, don’t you three have some crusading to do, or whatever?”

“Oh, right!” Scootaloo said, quickly picking up her scooter, while Apple Bloom and Sweetie Belle turned the cart upright again and hopped in. “Uh, sorry for running you over. Again,” Scootaloo said. The three crusaders gave their most apologetic grins possible.

“Just...” Suncloak groaned. “Just make sure it doesn’t happen yet again, okay?” Though considering his luck, it was only a matter of time before something else crashed into him. Maybe he just attracted painful situations wherever he went.

“Okay!” Scootaloo said before buzzing her tiny wings, taking off at high speed and giving Apple Bloom and Sweetie Belle a hard case of whiplash. As soon as the two recovered, they waved goodbye to Suncloak.

Suncloak waved back before heading for the market himself. He thought he was onto something important, but he had to help #14 out first.





Unsurprisingly, there weren’t many foals at the market. Most ponies there were adults, vending their wares. Stuff like kitchen appliances, food, decorations... they were selling everything. Except the thing Suncloak needed, a young changeling, which was slightly disappointing.

On the other hoof, it was probably for the better. Not only would you not earn any money that way, since noling would want to buy a baby changeling, Suncloak didn’t even have the money to buy one.

This wasn’t a part of Ponyville Suncloak often came to, nor did he particularly care for it. After all, since he didn’t have any bits, he didn’t have anything to do at the market. It was only because he’d agreed to help #14 that he found himself here right now.

Why had he done that, anyway? Sure, he’d grown somewhat fond of the six other changelings, but the fact remained that they were still affiliated with the hive. Suncloak didn’t see any reason to like them, but here he was, helping one of them.

It made Suncloak’s head hurt. He was just making good progress in understanding ponies, and now he had to get confused about changelings, of all things! It was downright frustrating how little sense things could make.

Getting further lost in thought, Suncloak walked through the market. Maybe #145 had lied to the Cutie Mark Crusaders, and he had actually gone somewhere else? He was a changeling, deception was in his blood. Though that didn’t make any sense, as the young changeling didn’t seem to have any reason to lie to his friends.

Suncloak grumbled. This would all be much easier if he wasn’t so caught up in thinking in friendship terms. He’d just have to find #14 again, she probably knew #145 better.

In fact, it didn’t take him very long to find #14. She was walking around in a frantic pace, checking every single nook and cranny. She didn’t even seem to notice Suncloak, so he went up to her, cleared his throat and tapped her on the flank.

Before Suncloak could speak, #14 whirled around. “Yes?! Is he...” she paused for a moment as she stared at Suncloak. “Oh, right. Did you do whatever it was you had to do at the schoolhouse?”

“I did,” Suncloak said. “How’s the search going?”

#14 sighed. “Cheerilee and I split up as soon as we got here, but neither of us has found Lofty yet.” She turned back around, continuing on her way. “Are you going to help me or not?”

“Sure, sure.” Suncloak followed after her, but a smug smile soon crossed over his face. “Though isn’t your ‘husband’ helping, too?”

#14 stopped, grumbling. “I knew you were going to mention that.” Frowning, she continued walking, not even sparing Suncloak a glance. “It’s part of my whole secret identity thing, okay?”

Suncloak ducked to check under a cart. No #145 there. “I know that,” Suncloak said while standing up again. “Doesn’t seem like an easy lie to keep up, though.”

“It is,” #14 said with a sigh. After a short moment, she gave a half-hearted shrug. “It’s really annoying to keep up, but hey, it’s necessary.”

Suncloak raised an eyebrow. “Necessary?” he parroted, catching up with #14. “How is a lie that big necessary?”

“As if any pony would be friends with a single mother,” #14 said. “How bad would they think I am? I wouldn’t have any of my friends if I told them the truth about that. I just came up with a husband, and the ponies accepted it, even if they haven’t ever seen him.”

Suncloak stood still for a moment. “And they bought that?” Quickly, he caught up with #14 again. “How’d you manage to do that? You have to be staying somewhere, so they should notice that there is no husband.”

“Oh please.” #14 rolled her eyes. “Me and Lofty are staying at a friend’s house. Caramel’s house, to be exact. I’ll tell you about him some other time. I just told him that my so-called husband is staying somewhere else for the time being.”

“No way that they bought that,” Suncloak said. It’d be impossible. This lie was even flimsier than the ruse he himself used when he was first trying to get around in Ponyville, and the ponies saw through that. Surely, they would catch on to a fake husband.

“They did, but it’s getting harder to keep up the lie,” #14 said. “I wish I could just say there is no husband. It’d make talking to my friends a whole lot easier.”

“Then just tell them the truth,” Suncloak said. “They’re your friends, I’m sure they’ll understand.”

#14 sighed. “I don’t know. What if they don’t understand, and they don’t want to be my friends anymore? Honesty is an important thing for ponies, after all, and I don’t think they’ll like it if I was being really... dishonest.” She briefly checked behind a stall, finding nothing but things that weren’t #145.

Suncloak shrugged and made a dismissive gesture. “Pffft, they accepted the fact that I’m a changeling. I’m sure your friends will accept that you don’t actually have a husband.”

#14 stopped, her eyes widening. “You’re right!” Almost immediately, her expression became sullen, and she stared at the ground. “But... I-I’m not sure. Are you sure they’ll still accept me?”

“Of course!” Suncloak said, stopping alongside her. “Trust me. What do you think I am, a liar?”

#14 gave him a deadpan look. “You’re a changeling. So yes. There is a pretty decent chance of you being a liar.”

“Oh, come on,” Suncloak said, becoming somewhat irritated. “I already told you, I’m learning about that Elements of Harmony stuff, honesty being a part of that. I swear I’m not trying to trick you, and may the queen strike me down if I am!” He paused for a moment, tapping his chin with a hoof. “Though I’m not sure if I should call on the queen for that, since I’m not part of the hive. Am I supposed to refer to a princess or something now?”

#14 rolled her eyes. “I’ll tell them the truth, okay? Now stop talking and continue looking. We’re not finding Lofty by stan—”

A sudden shout of “Watch out!” interrupted her, prompting both Suncloak and #14 to turn around and check who it was this time. From the skies, a yellow-bluish blur was heading straight for Suncloak. He ducked just in time, managing to dodge it. Whatever object it was, it had now crashed into a cart behind the two changelings.

“Aha!” Suncloak shouted as he stood up. “I’m not falling for that nonsense again!” He turned around to check whatever it was that had almost given him a concussion.

He didn’t see the unidentified object, but what he did see, was a cart, loaded with a grand assortment of metal equipment and other heavy things, barreling towards him. “Or not,” Suncloak morosely said right before the cart crashed into him, effortlessly running him over.

Staring at the flattened changeling, #14 opened her mouth to speak. Before she could say anything, a yellow pegasus with cyan eyes and a similarly coloured mane and tail landed in front of her, excitedly skipping up and down. “Nova! Nova Nova Nova!”

#14 blinked a few times. “Raindrops? What’re you doing here?”

“I was flying around the marketplace and I saw Cheerilee and I asked her what was up and she said you lost Lofty Wings so I said I wanted to help and—” Raindrops took a deep breath, “—then she told me you were in the marketplace too so I came looking for you but I was flying a bit fast so I crashed.” She ran in place for a second. “I wanna help. How can I help?”

“Uh...” #14 said, twisting her face in an attempt to process the information that was just dumped upon her. “I think you could step aside first.”

“Huh? Why?” Raindrops said, turning around a few times. Eventually, she looked down to see that she was standing on some kind of crumpled, black heap. Upon closer inspection, it looked more like a really mangled changeling. “Oh, oops!” Raindrops said, stepping aside.

Suncloak let out a pitiful cough as his flattened and trampled limbs slowly unfolded.

Raindrops picked him up and set him on his hooves. “Sorry! I didn’t mean to run you over. Or step on you.” She gave an embarrassed grin. “Multiple times. Are you okay?”

“I... I’ve had...” Suncloak groaned. “Oh, who am I kidding?” He simply gave up on keeping his balance, teetering forward and planting his face firmly on the ground.

“He’ll be fine,” #14 said. “You said something about wanting to help? Somewhere at the end, I think.”

Raindrops nodded vigorously. “Yuh-huh! It sounded like you could use some help, and that’s what friends are for!”

#14’s face slowly lit up. “Oh, thank you! This’ll make the search so much easier!”

“Don’t mention it,” Raindrops said with an embarrassed giggle. “Friends will do anything for friends, am I right?”

“Anything?” #14 parroted, looking from Raindrops to the half-collapsed Suncloak and back again. “Hmm. Well, we know that Lofty told his friends he was at the market, so could you look around?”

Raindrops gave a quick salute. “Aye-aye, ma’am!” She launched herself up in the sky with a beat of her powerful wings. A second later, however, she returned, hovering in front of Suncloak and #14. “Are you sure Lofty’s still here, though?”

#14 shrugged. “I don’t know where else he could’ve gone, and it’s not like we have a kid detector, either.”

Suncloak raised his head. “A kid detector?” No way that’d exist. Besides, something like a changeling detector would be way more useful.

“I have an idea!” Suncloak exclaimed, standing tall. “It’s not a kid detector, it’s even better!”

#14 took a few steps back. “Uh, Suncloak? Are you feeling alright?”

“Sure am,” Suncloak said. Although maybe that was just because he couldn’t feel several parts of his body anymore. “Nova, you come with me.”

Raindrops arched an eyebrow. “What do you want me to do?”

“Keep checking around here,” Suncloak said. “See if you can find Lofty, or someling who saw him. The two of us will use a different method.” He immediately ran off, eager to put his idea to good use.

#14 watched him leave for a second before turning to Raindrops. “I don’t think he’s usually like this. Will you be okay?”

“Of course, silly!” Raindrops wrapped a hoof around her friend, giving her a quick hug. “We’ll find Lofty. Now you go after what’s-his-face. It seemed like he had a pretty good idea!” She flew up, but not before saying a quick “See you later!”

#14 smiled. She turned around and ran after Suncloak, catching up with him after a few seconds. “Hey, where are you going?”

Suncloak smirked. “To my house, that’s where!”





Not much later, the two changelings were once again walking through Ponyville, coloured a soft orange by the setting sun. This time, however, they were following Suncloak’s pet moth, Emerald.

“I still think this is stupid,” #14 said. “How can you be so sure that moth can find Lofty?”

Suncloak rolled his eyes. “Remember how she prefers changelings over ponies? We can find the kid regardless of his disguise, I think.”

“‘You think’?” #14 replied indignantly. “So you’re just guessing she can smell Lofty out?”

“Okay, so it’s a bad idea.” Suncloak grumbled. “At least it’s a better idea than randomly looking around for him.”

#14 sighed. “You know what? I don’t care how we find him. I just want to make sure Lofty’s alright.”

“Then we just follow Emerald,” Suncloak said. “So step on it!” he shouted at the moth flying just ahead of him.

Emerald promptly dropped to the ground, probably annoyed that she could not, in fact, ‘step on it’, thus causing both Suncloak and #14 to stop as well.

Suncloak groaned. “Okay, okay, sorry for yelling at you.” He leaned in closer to the moth and whispered, “Don’t tell this to #14, but I might be getting a little bit worried myself, too. Can you please try to find #145?”

Emerald contemplated this for a second before once again taking to the air, continuing on her way.

“I see your relationship with your pet has improved,” #14 said with no small hint of sarcasm.

Suncloak continued following after Emerald. “Less snarking, more following the moth.”

#14 quickly followed the two of them, grumbling something about things being ridiculous and “look who’s talking”.

After a short walk, they surprisingly found themselves at the Ponyville schoolhouse once again. It was silent; there were no classes and no foals playing around anymore. The only thing there was a little colt, sitting morosely on the steps in front of the building. It was the same blue pegasus with the black and red mane that was there before, but the friends that he had been playing with were nowhere to be found.

Emerald made a beeline for the little colt, perching on his forehead. The colt stared at her cross-eyed for a second before swatting a hoof in her direction. This only succeeded in getting Emerald to leave his face for about a second before perching on it yet again.

Suncloak and #14 went up to the colt, sharing a few very confused looks. “Lofty?” #14 asked hesitantly.

The colt looked up, his face lighting up the instant he saw #14. “Nova!” As he looked at Suncloak, however, his look shifted to one of confusion. “Suncloak? What are you doing here?”

“Helping #14 look for you, kid,” Suncloak said. “We, I mean, she was really worried about you.” He briefly held out his hoof towards Emerald, urging her to climb on it. After she did, Suncloak held his hoof close to his horn. Emerald gladly decided to perch on the changeling’s crooked horn.

“‘Worried’ is an understatement!” #14 shouted. “Why did you change your disguise? Where were you the whole afternoon?!”

#145 cowered. “I was here, playing with friends! I changed my disguise because I wanted to try getting some more friends.”

“To get more friends, huh?” #14 raised an eyebrow. “That sounds like a good idea, actually.”

“It wasn’t!” #145 said, crossing his forehooves and pouting. “I tried being friends with two bullies by acting differently, but it wasn’t fun at all. They weren’t even real friends!”

Suncloak couldn’t help but smile. “Sounds like you’ve learned something pretty important.”

#145 nodded. “Yeah. I don’t have to pretend to be someling else to get friends, because if I do, they’re not really friends.” With a quick whirl of green flames, he changed back into his normal disguise, a red colt with a white mane and tail, both having a yellow streak.

“But why didn’t you tell me?” #14 asked. “I was worried sick! I was so panicked, I even asked Suncloak for help!”

“Yeah, no need to thank me at all for the help,” Suncloak mumbled, looking cross-eyed at Emerald. It was his idea to use the moth as an impromptu changeling detector, after all. If it wasn’t for him, #14 would still be running all over Ponyville!

“I’m sorry,” #145 said. “I didn’t think you’d understand and let me take a different disguise. I didn’t think you’d be so worried, too.”

“Of course I’d understand, you silly little caterpillar!” #14 said, smiling. “We’re here to try out this whole friendship thing, so if you wanted to try a different look and personality, I wouldn’t have stopped you.”

“Really?” #145 giggled. “I guess I didn’t need to lie. Maybe I should be honest more often!” After a second, he shivered. “Guh, that felt weird to say.”

Suncloak snickered. “You’ll get used to that after a while.” He looked at the sun, which was creeping closer and closer to the horizon. “It’s almost dark. We should go home.”

“But I’m not...” #145 said, trailing off before letting out a big yawn. “I’m not tired.”

Suncloak rolled his eyes. Typical kid response, that. “We’ve been running around Ponyville all day looking for you. I don’t care if you’re tired, but I sure am.”

“Oh, okay,” #145 said as he hopped off the schoolhouse’s front steps. He let out a small yawn again, turning to #14. “Maybe I’m a little bit tired. Can I ride on your back?”

#14 smirked. “There’s a magic pony word for that, remember?”

#145 groaned. “Please?” he said, with no small degree of annoyance.

“That’s better,” #14 said, bending down a little to allow #145 to hop on her back. With the young changeling in tow, Suncloak and #14 headed back to their homes.

Predictably, it didn’t take very long for #145 to fall asleep, sprawled out over #14’s back and softly snoring. Seeing as a sleeping kid was one of the best kinds of kids, just under kids that weren’t near Suncloak, this was a good thing.

#14 let out a sigh of relief. “So he was at school the whole time. I’m so glad we found him.”

“It would’ve been a whole lot easier if he told you something.” Suncloak grumbled. This whole chase seemed like a complete waste of time. A little bit of communication would’ve fixed it all, and more importantly, wouldn’t have annoyed Suncloak to this degree.

“I guess he doesn’t trust me all that much yet,” #14 said. She quickly looked at the sleeping colt on her back. “Though it isn’t very changeling-like to trust each other, of course.”

“But you trust me,” Suncloak said. “Or else you wouldn’t have come to me instead of going to your friends for help.”

#14 shrugged, though she kept her motions small to avoid letting #145 fall on the ground. “I don’t know. I panicked, that’s all I can say.” She smiled. “Though I guess asking you for help worked out just fine, huh?”

“Yeah, it did,” Suncloak said. “Though it’s not like I had anything better to do today.”

“Oh, as if!” #14 laughed. “I know you do almost nothing all day. I bet you were aching for something to do.”

“What? No! I had tons of things to do today, like...” Suncloak thought of what he would do on a normal day. He could’ve spent time with his friends, or... Well, that was pretty much it. He really needed to find a different hobby than friendship sometime soon. That is, if you could even classify friendship as a hobby. “I could’ve done a lot of things!” he concluded.

#14 giggled. “And yet you helped me find Lofty.”

Suncloak shrugged. “What else was I supposed to do, say no?”

“Well, yes,” #14 said. “That’s what every normal changeling would do.”

“I guess I’m not a normal changeling, then!” Suncloak stuck out his tongue at #14.

#14 giggled. “Yeah, you are pretty weird. And crazy. And cheesy.”

Suncloak snickered. “Hey, I’m not cheesy.” His snickering quickly developed into laughing, joined by #14.





“After that, I told my friends we had found Lofty, and then we went home. The next day, I gathered all my friends and told them the truth,” #14 said. “Well, about the husband thing, not about me being a changeling.”

The seven changelings were once again gathered in their hideout in the Everfree Forest. They had all dropped their disguises, and were sitting in a rough circle on the cold floor of the cave. Everyling, except Suncloak and #14, had already shared what they had learned this week.

“My friends were really accepting,” #14 continued. “They told me everything was fine, and that it wouldn’t make their opinion of me worse. They even said they were really proud that I was brave enough to admit having lied to them!”

“See? Told you so,” Suncloak said. Of course he was right. He was the resident expert on friendship, after all.

“I doubt every pony is like that,” #21 said. “They can’t possibly all be that trusting.”

“I don’t know,” #14 said. “Sure, if you tell some random pony a lie and then tell him the truth, they might not like it. But it’s different when you’re friends with them, I think.”

#21 shook his head. “I don’t think my friends would accept it if I told them I’ve been lying to them for a few months.” He shrugged. “Not that I’ve told them any big lies, aside from me being a changeling, of course. Only tiny ones.”

“To each his own,” Suncloak said. There were many different ponies, so there were bound to be some that were a bit less accepting than others. Though Suncloak was pretty sure that the better friends you are with them, the more open they are.

#14 nodded. “What I learned from it is that being honest is not a bad idea. Actually, it felt pretty rewarding, too! I was really happy that my friends weren’t bothered about being lied to.” A smirk crept across her face. “That, and I got to waste Suncloak’s afternoon, that was pretty funny too.”

“Actually, no,” Suncloak said, drawing confused looks from the others. “I learned something from that afternoon. Not about friendship, but about you guys.”

“About us?” #14 said. “That doesn’t make any sense.”

“It does!” Suncloak said. “You didn’t let me finish.” He cleared his throat and continued. “What I learned is perhaps a bit silly, and probably insensitive. When the six of you first came to me, I didn’t know what to think. I thought you were only barely worth my time, because you were still members of the hive.

“But I was wrong. During our search through Ponyville, I realized that #14 had her own friends and her own problems, just like me. And #145 was the same.” He briefly gestured towards the mentioned child. “I thought being banished from the hive and leading a different way of life made me different from you all. But actually, we’re a lot alike in that you are all as unique as me.”

Suncloak paused for a few seconds as the others gave him even more confused stares. “Uh, if that makes any sense. My point is, I may have been a bit unfair. I hadn’t been paying much attention to your stories, because I thought I was too different.”

“Wow,” #21 said. “Jerk.”

“Okay, I deserved that,” Suncloak admitted. “I’m sorry, okay? I’ll pay more attention in the future.”

#21 rolled his eyes. “Not much more of a future, considering we have to go back to the hive next week.”

Oh, right. That. The mere reminder made Suncloak’s face droop. “You sure you can’t stay longer?”

“Orders are orders,” #21 said. “Can’t ignore what Queen Chrysalis tells us to do. Besides, I kinda miss the hive.”

#14 sighed. “I like it here. I wish we could stay a little longer.” The others quickly agreed to this. “I mean, I’m just now starting to really get the hang of this whole friendship thing. It’d be a waste to stop now.”

“Yeah. I’ve learned a lot already, but I’ve got the feeling that I’ve only just started,” #45 said. The feeling was understandable. Suncloak hadn’t pegged him for a botanist, initially. And here he was, being friends with a few flower ponies in Ponyville, and taking care of the flowers in the cave. Though that last bit was more or less required, considering the abundance of Poison Joke in the hideout.

#2, #7 and #18 nodded in agreement. “I’m surprised noling thought of this way of life before, though,” #2 said. It wasn’t that weird for an accountant from the hive to think of that. After all, Suncloak hadn’t even thought of it, and he didn’t spend his time accounting... What, rocks? He couldn’t think of other things in the hive that could possibly need accounting for. Changeling accountants must be really bored all the time.

Suncloak shrugged. “Probably because everyling at the hive thinks ponies are nothing more than dumb prey.”

“But they’re not dumb!” #145 said. “They’re just, uh...” He took a few moments to think. “Weird! Ponies are pretty weird.”

“They probably think us changelings are just as weird,” #7 said. Suncloak couldn’t even remember what the guy’s job was. Cleaning, or something? Suncloak hadn’t paid attention to any of his past stories, either. A bit too late to change that, sadly.

#18 groaned. “Maybe we could go back to the hive, deliver our report, and ask if we can continue learning about friendship?” That actually sounded like a good suggestion, coming from a changeling who... Well, Suncloak didn’t remember that one as well. Sheesh, now he was starting to feel really bad about this.

#21 snorted. “I doubt it. You go back to the hive and deliver that report, you’ll instantly be assigned to something else. The queen doesn’t do requests.”
“I think we have too much left to learn,” #14 said. “I just wish we had a bit more time.” She let out a deep sigh, mirrored by all the others except #21.

“How about this?” Suncloak said in an attempt to brighten the mood. “Next week, we recap everything we’ve learned, so we can be sure you have a complete report, okay?”

#145 laid down on the ground. “I dunno. I don’t wanna leave my friends.”

Suncloak shrugged. “Can’t do anything about that, kid.” It’s not like he could take his friends with him, or anything. That’d probably be really inconvenient in the hive.

“Maybe...” #14 started to say, but she trailed off quickly. “Nah, forget it. Silly idea.”

Suncloak stood up. “Well, we’ve all shared what we learned this week. I think I’ll go home, I’m feeling a bit tired.” Without waiting for an answer he headed for the cave’s exit.

#21 shrugged. “Suit yourself, boss.”

“Stop calling me that!” Suncloak shouted at him from halfway through the cave. Seriously, what was wrong with using his name?

Suncloak hurried to the cave’s exit and squeezed through the bushes just outside. He paused, standing in the darkness of the Everfree Forest at night. It didn’t feel good to be with the other changelings when he hadn’t even bothered to learn all that much about them. In fact, it felt pretty bad. Luckily, it was pretty easy to just say he was tired. A little white lie, but it was necessary, as Suncloak just didn’t want to spend more time with the others.

“Wait, Suncloak!” a voice shouted from behind him. As Suncloak turned around, he could see #14 crawling out of the bushes. “Oh, good, you’re not gone yet,” she said as she stood up.

Suncloak raised an eyebrow. “What is it?”

“I wanted to thank you,” #14 said. “For helping me out this week.” With an odd spring in her step, she went up to Suncloak. “You didn’t have to do that.”

“No problem,” Suncloak said. “The more time I spend around ponies, the more I think helping others is a good idea.” He stuck out his tongue in mock disgust. “Gross, isn’t it?”

“Worse than white,” #14 said, giggling. She gave Suncloak a playful prod to the side. “Hey, you’re leaving awfully soon.”

Suncloak shrugged. “I told you, I’m feeling pretty tired.”

#14 snorted. “Oh, come on. We both know you’re a terrible liar.”

“Your point?” Suncloak snorted. Why did they always have to see through his lies? It’s as if he wasn’t even a changeling. Then again, he had always been pretty bad at lying.

“Why not come back to the cave?” #14 asked. “Just to talk with all of us. Get to know each other a bit better, since you’ve been slacking when it comes to that.”

“Nah,” Suncloak said. “Next week is the last time I’ll see you guys. It’d be a waste.”

#14 sighed and walked around Suncloak. “Who cares? It’s not too late to just have a good time!” Without warning, she started pushing Suncloak toward the cave with her head. “C’mon, because it’s our second-to-last week.”

“Okay, fine!” Suncloak stepped forward, causing #14 to almost lose her balance. He crawled underneath the bushes, entering the cave again.

With a big smile, #14 followed after him.

> Episode 10: Change of Pace
> --------------------------------------------------------------------------


Change of Pace


Early at night, Suncloak found himself standing in front of the cave’s hidden entrance in the Everfree Forest. Tonight was the last time he could join the other changelings in their hideout to share friendship lessons, but he felt a bit too anxious to enter. Possibly a bit scared, too.

However, he owed it to them. The others need to get their report ready, and Suncloak had promised to help them. He needed to get his act together, get in that cave, talk to them for a bit, see them off, and then go back to his normal life.

The thought made him grimace. ‘Normal’ life. Hadn’t this weekly appointment become normal as well? It was strange; when the other changelings had just come to Ponyville, Suncloak hated them. But now, when they were about to leave, he didn’t want to see them go. It was almost frustrating.

It took him a few moments of nervously pacing around, but Suncloak finally managed to work up the courage to enter the cave. He crawled underneath the bushes and entered, walking down the narrow path and into the first room of the cave, the one filled with flowers. “Hey everyling!” he shouted ahead as he walked across the path through the flowers. He could already see the other changelings sitting next to the small lake in the next room of the cave.

“Sorry I’m late,” he said as he joined the others. “Emerald was pestering me about something, and I didn’t know what. Turns out she just wanted to pester me.” That, and he spent a few minutes outside the cave, but they didn’t need to know that.

“Hey Suncloak,” #14 said in a rather pensive tone of voice. “We were just discussing something.”

“Your report to the hive, right? I came prepared!” Suncloak said, extending one hoof forward. With a whirl of green flames, a hole appeared, or rather reappeared in his leg, revealing that he had stored a scroll in it. The paper unfurled, dropping to the ground and covering a considerable distance. “I took the time to write everything we’ve learned on this scroll. Making that report will be easy!”

#14 sighed. “Yes, well, about that...” She paused for a moment. “Uh, I don’t really know how to say this.”

“That doesn’t matter,” Suncloak said. “I know you’re not exactly looking forward to leaving. We’ll just go over all these lessons real fast, so you can get going as soon as possible.”

“Would you stop talking for just a second?!” #14 groaned. “You don’t need to help us all with that report.”

Suncloak raised an eyebrow. “Huh? You need to have a complete report ready, that’s standard procedure. You can’t return to the hive with empty hooves.”

“That’s just the thing,” #14 said. “We—”

“We wanna stay in Ponyville!” #145 piped up.

Suncloak paused for a moment. “Are you serious? You all want to live here? Among ponies?”

“Not all of us,” #21 said. “I’m returning to the hive. But them?” He motioned towards the others. “They’re absolutely serious about it.”

“But...” Suncloak’s jaw flapped up and down uselessly for a few seconds. “You can’t do that! That’s disobeying a direct order!” He sat down on the ground. “It’s treason! Queen Chrysalis will punish you and degrade you to one of her measly personal servants!”

#2 tapped his chin with a hoof. “Not really. She can’t do anything to Equestrian citizens. We’d be in no danger.”

“Are you listening to yourself?” Agitated, Suncloak stood up and paced around. “I was forced to live here. You have a whole life back at the hive, and you’re going to just throw that away?!”

“Not ‘just’,” #7 said. “I’ve been thinking about this for weeks. The hive is where I was born, but...”

“Living here feels so much better,” #45 said. “Queen Chrysalis treats every changeling like any other drone, but here, I have friends who care about me.”

#18 shrugged. “Food is way easier to come by when you’re living among ponies. I don’t see why I should go back.”

Suncloak pointed at #21. “Ask him! He’s going back!”

“Whoa, hey, don’t look at me,” #21 said. “This friendship thing is cool and all, but I just miss the hive, and the thrill of deceiving ponies.”

Suncloak slapped himself in the face with a hoof. “You’re useless. How can I convince you guys not to do this?”

“You don’t have to,” #14 said. “We’ve been thinking about this for a long time, even Lofty, and we brought it up before you got here. We agreed really quickly that this is what we want to do.”

“Okay, okay,” Suncloak said, forcing himself to calm down. “You could’ve told me earlier.”

#145 fidgeted nervously. “I didn’t say. I thought it was really weird and that you’d laugh at me.”

“Same here,” #14 said. “I thought you’d be happier, though.”

Suncloak sighed. “I’m just really surprised, that’s all.” He went over to the pond and stared at his own reflection for a second. “So, how do you want to do this?” He walked back to the group. Oddly, the scroll with friendship lessons was still stuck on his leg, dragging behind him, so he kicked it loose. “I mean, it’s not that hard, you just keep on living here, but it’s going to be pretty hard to keep up your disguise for years.”

“Uh, yeah. About that...” #14 said. “I don’t really know how to say this.” She looked at the others in a silent plea for help.

“We don’t wanna be disguised anymore!” #145 said.

“Oh.” Suncloak’s eyes widened. “Oh! You want to just go and tell them you’re all actually changelings? How were you planning on doing that?!”

#21 picked up the scroll Suncloak had dropped on the ground. “And that’s what they don’t know.” He squinted a few times as he tried to read what Suncloak had written. “Sheesh, your mouthwriting is terrible.”

The other six changelings gave Suncloak awkward grins. “We were hoping you could help us,” #14 said.

Suncloak sat down and buried his face in his hooves. “So none of us have any idea whatsoever. Great.” He sighed and stood up. “I’ll see if I can find out how to... Well, how to introduce six more changelings to the whole town, after having lied about it for months.”

The awkward grins quickly turned into happy grins. “Really?” #14 seemed the most ecstatic of them all. “You really want to help us with that?”

“Sure,” Suncloak said. “It’s not as if I can order you to return to the hive or anything. This is your choice, and I’ll support whatever you want to do.” A smile crept across his face. “Though this decision sounds a lot better than all of you leaving.”

“Except me, of course,” #21 said. “Speaking of which, I think I can just take this whole scroll as the report.” He prodded the scroll a few times. “If anyling at the hive has any questions, I think I can explain it to them myself.”

Suncloak shrugged. “Sure, take it. That’s why I made it, after all. When are you leaving?”

“Tomorrow morning,” #21 said. “So this is the last time I’ll see you guys.”

Suncloak sighed. “That’s too bad. Did you tell your friends?”
#21 nodded. “Yeah, they got all sappy with me. It’s been fun, but I want to go back to the hive.” He rolled up the scroll and put it in one of the holes in his hooves. With a whirl of green flame, the hole disappeared, storing the scroll inside the changeling’s hoof. “But hey, maybe we’ll see each other again sometime.”

“Maybe.” Suncloak chuckled. “That is, if they don’t label you as insane and never allow you to set a hoof outside the hive ever again.”

#21 chuckled as well. “Yeah, I can see my superiors doing that. Some changeling comes in, yapping about friendship? I’d lock ‘em up!” he said, drawing laughter from the other changelings.

“Seriously, though,” #14 said. “We’ll miss you. I guess it won’t be the same without you.”

“Psh, missing other changelings?” #21 scoffed. “How very not-changelinglike. But I think the changelings at the hive will miss you guys, too. Or to be more precise, they’ll wonder where you went. And then I’ll have to explain how I lost six changelings.”

“I’m sure they’ll understand,” #18 said. “And if they don’t, that’s not our problem.”

Suncloak shrugged. “I guess they wouldn’t care all that much. Especially not Queen Chrysalis. I think she couldn’t care less about six missing changelings.”

“That leaves just one thing,” #14 said.

Suncloak nodded. “Yes. I’ll have to ask around to find out how to do this the best way. I know who to ask, but I’ll have to be careful.”

Deep in thought, he rubbed a hoof on his chin. “I’ll have to be subtle...”





“So, let me get this straight,” Twilight Sparkle said, “you’re asking what the proper procedure would be if you wanted to introduce a group of changelings to a town, even though they’ve already been living in said town for a few months while disguised as ponies, learning about friendship the whole time.”

“Yes,” Suncloak said. “But I’m not really doing that, it’s a ‘what if’-scenario. I was just curious.”

Considering Twilight Sparkle was the smartest pony in Ponyville, and she lived in the library, it was a no-brainer for Suncloak to go there first. The morning after his discussion with the other changelings, he immediately went to the library, and was now sitting at the table with Twilight, having just asked her what he needed to do. Hypothetically, because Suncloak couldn’t let Twilight catch on to what was actually going on.

Twilight gave Suncloak a deadpan look. “You know, that’s an awfully specific scenario.”

Suncloak shrugged. “Hey, I’m just asking. In case it ever happens.”

Twilight groaned and slapped herself in the face with a hoof. “Suncloak, I can tell that you’re lying.”

Uh oh. She was onto him. “Are you sure?” Suncloak asked, hoping it would change her mind. He added an exaggerated, but hopefully convincing grin to it.

“Yes! I’ve read multiple books on lying and on top of that, you’re really bad at it!” Twilight slapped herself in the face with a hoof again. “Though this time, I can’t say I was aware of the whole charade.”

“Okay, I’m sorry!” Suncloak sighed. “I wanted to see what you’d advise before telling the truth.”

Twilight sighed. “It’s okay.” She stood up from the table and went to one of the many bookshelves. “But it’s a really complicated issue,” she said, peering at the titles of several books. “I mean, you were the first changeling to come live here. Now, there’s six more joining you. Who’s to say what happens next?”

Suncloak wanted to say something, but he couldn’t find the words. He hadn’t even thought about that. Right before he started living in Ponyville, he had run into #21. Suncloak had kindly requested him to leave, but after a short while, he came back with a few other changelings. Now that #21 was going back to the hive, it might just happen that other changelings would want to try a new lifestyle as well.

Or they might not care at all, and Ponyville would forever know only seven changelings. Suncloak had no idea what would happen, though both options sounded equally good to him. Living among ponies seemed to have made the other changelings much happier with their lives, and that was a good thing. On the other hoof, who knew how the majority of ponies would react to more and more changelings wanting to live among them? Maybe having their numbers remain small was better.

“I don’t know what’ll happen,” Suncloak said. “They only told me they wanted to stay last night, and I hadn’t even thought of the possibility before that.”

Twilight grabbed a few books of the shelf with her magic, quickly leafing through them. “To be honest, I doubt any book can tell you how to do this. This has never happened before.” With a sigh, she closed the books and dropped them on the table.

Suncloak looked at the various books. All their titles were made up of some weird law mumbo-jumbo. He pulled one towards him and opened it, but the contents of the book were even more confusing than the cover. “There has to be something you know,” he said, closing the book.

Twilight sat herself down again, opening one of the books. “Not off the top of my head. There might be some obscure law hidden in one of these books, but I doubt there’s anything referring to changelings.”

Suncloak raised an eyebrow. “Didn’t you run into that sort of stuff when I started living in Ponyville?”

Twilight shook her head. “No. I made an exception that time, because I knew there was no legal procedure for making a changeling an Equestrian citizen. Now that you want to introduce six more, though...” She sighed. “I don’t think we can make an exception this time.”

Suncloak groaned. This was turning out to be way more difficult than he had thought. “This was a really bad idea, wasn’t it?” he asked as his face drooped.

“Not at all!” Twilight said. “Actually, I’m glad to hear about this. I’d never have imagined the magic of friendship working for changelings, too! This is wonderful data for my studies of friendship.” She put her book down and grabbed another. “It’s just a bit complicated, that’s all.”

Suncloak let out a sigh of relief. He grabbed a random book and opened it, but it might as well have been written in Ancient Equestrian. That might even be the case, he couldn’t tell. “I have no idea how to read this stuff,” he said, closing the book. “What can I do to help?”

“Um...” Twilight tapped a hoof on her chin. “Those other changelings are sure they want to go through with this, right?”

Suncloak nodded. “A changeling wouldn’t just leave the hive on a whim. It’s the only home we know, so for them to want something else... I can tell you, they’re absolutely sure. I think they’d go ahead with revealing themselves no matter what.”

“If it’s unavoidable, you could try revealing them to only a couple of ponies first, see their reaction,” Twilight said. “Ponies who don’t know a thing about them. Ponies you can trust.”

“I can do that,” Suncloak said as he stood up. “I’ll get right on it.” He made his way to the door and opened it, already knowing which ponies he’d pick for this task. It’d push their trust to its limit, but Suncloak was willing to risk that.

“Wait a second, Suncloak,” Twilight said, making Suncloak halt and turn around. “You do know I’m going to have to inform Princess Celestia about this, right?”

Suncloak’s heart stopped for a split second. “Uh, now I do.” That didn’t sound good. If anyling had a good reason to dislike changelings, it’d be Princess Celestia. Sure, it had turned out Princess Luna at least didn’t mind Suncloak, but he doubted the princesses would be very happy with more changelings living in Equestria.

Suncloak turned back to the door and shuddered. “I-I’ll just get going.” Even though he’d been proven wrong about Luna, the mere thought of the princesses still scared the changeling. Princess Luna had already scared the living daylights out of him, and Princess Celestia... Well, he couldn’t come up with a good metaphor for that.

Twilight went over to Suncloak and put a comforting hoof on his shoulder. “She’s a kind and generous ruler. I’m sure she’ll make a decision that’ll make everypony happy.”

“I hope so,” Suncloak said, quickly leaving the library.





The next day, Suncloak had gathered Derpy, Lyra, Bon Bon and Vinyl Scratch in the living room of his house. The other changelings were currently upstairs and disguised, waiting to be introduced.

Suncloak paced back and forth in front of his pony friends and cleared his throat. “I’ve asked you to come here for something incredibly important. I can’t tell you exactly what, but I can tell you is that it has to remain a secret, at least for now.”

Derpy gave a salute. “Affirmative, sir!”

Lyra hopped up and down in excitement. “This is so cool! I feel like a super secret spy or something! Oh, oh, oh! Will the secret message self-destruct?”
Suncloak stood still, looking himself over. “I hope not.” He waited a few seconds to see if he’d actually explode, but that didn’t happen. Good, because exploding would be really inconvenient. Satisfied, he continued his pacing. “Before we continue, I wanted to ask something. You all trust me, right? You wouldn’t think any less of me for any reason?”

“Of course we trust you, sweetie!” Bon Bon said. “I wouldn’t see any reason not to.”

Vinyl grinned. “Yeah, and you’d have to do something worse than Discord for me to want to stop being your friend.”

“Good. Thanks.” Suncloak breathed a sigh of relief. He was pretty sure they would answer like that, but actually hearing his friends say they trust him made him a lot more sure about what he was going to tell them. “On the day I met the four of you, you might have noticed that I acted a little... distracted.”

“Uh, I don’t know,” Derpy said, scratching her head. “I thought you were just acting a little strange because you had to get used to living in Ponyville.”

“Not exactly,” Suncloak said. He went around the room, closing the curtains on all of his windows. Had to make sure there were no accidental eavesdroppers. “I met someling else that day. Well, a few somelings.”

“Pfft.” Lyra waved her hoof dismissively. “So you have friends besides us, that’s not such a big deal.”

Bon Bon raised an eyebrow. “Lyra, I think it’s a little bit more complicated than that. Right, Suncloak?”

A quick smile crossed over Suncloak’s face. Of course Bon Bon would catch on quickly. “Yes, it’s a bit complicated. That’s why I’ll just show you.” He went upstairs and motioned for the six disguised changelings to follow him into the living room.

One moment later, the six changelings stood opposite Suncloak’s friends. They didn’t say anything, awkwardly standing there.  #14 had put on her usual purple and red unicorn disguise, and #145 was exactly as Suncloak remembered him, a red and white pegasus colt, with a yellow streak in his mane and tail. #2 was disguised as a yellow and green earth pony, #7 as a blue and yellow pegasus, #18 as a black and blue unicorn, and #45 as a green and brown earth pony.

With all eleven of them in one room, it started feeling pretty cramped. It wasn’t doing the other changelings any good, as their faces made it evident they were incredibly stressed and tense, even #145. Currently, they all intently stared at Suncloak’s friends.

Suncloak positioned himself in the middle of the groups, standing at the sideline. “Well then. These—” he motioned towards the ponies “—are my friends. And these are...” he trailed off as he motioned towards the disguised changelings. “Well, they’re... You’ll see.”

Vinyl raised her sunglasses a few inches with her magic. “Am I supposed to see something weird? ‘Cause I’m not seeing it. Could be because you closed all the curtains.”

“One moment, Vinyl,” Suncloak said. “These six ponies have been living in Ponyville for about as long as I have. They’ve made friends, they’ve had their fair share of everyday Ponyville life and the occasional... weirdness that comes with it. They really liked living here, and they want to stay in Ponyville, but they have a secret.” He took a deep breath. “I think it’s best if we just show you.” He nodded towards the six disguised changelings.

The six of them took a second to prepare, and with six whirls of green flame, turned back into their normal form.

The four ponies all gasped loudly. “But— What is...?” Derpy said, looking towards Suncloak.

Lyra, on the other hoof, approached the six changelings, who recoiled a little in response. She looked at each of them for a few seconds before going on to the next, stopping at #145. She stared at him for a long while, neither of the two saying anything.

“Lyra?” Bon Bon asked. “What’re you doing?”

Lyra answered by shoving the little #145 in Bon Bon’s face. “Check it out, Bon Bon! It’s a changeling foal! Isn’t he cute?” She used her hooves to smoosh the young changeling’s face. “Look at him!”

#14 took the opportunity to speak up. “Actually, a young changeling is called a ‘nymph’. But most changelings say ‘grub’ or something similar.” She spoke in a kind tone, having lost a lot of stress all of a sudden.

“Oooh,” Lyra said. “A changeling nymph, then! I didn’t think changelings could get this small!”

Bon Bon smiled. “Well, if I had to guess, I’d say changelings grow up just like ponies.”

“Well, aside from the fact that changelings hatch from eggs, yes,” #2 said.

#145 tried saying something, but Lyra’s hooves held his jaws in place, making his words come out sounding like “Hah hoo weh wooh, weah?”

Lyra let go of his cheeks. “Whoops, sorry. What did you say?”

“I asked if you could let go,” #145 said. “Thank you!” He looked at Lyra for a few moments, deep in thought. “Are you Lyra?”

“Sure am, kid,” Lyra said, puffing out her chest in mock pride. “Suncloak must’ve told you all about me!”

#145 nodded vigorously. “Uh-huh! He told us all about you when he was teaching us about friendship. And he also told us about Derpy Hooves, and Bon Bon, and Vinyl Scratch, and—”

“Whoa, hold on a second,” Derpy interrupted him. “Suncloak was teaching you about friendship?” She raised an eyebrow and looked at Suncloak, the other ponies joining her in equal surprise.

“They asked me to show them how to live like me,” Suncloak said. “So I did. I told them about everything I learned in Ponyville.”

Vinyl grinned. “So you told them everything you learned from us! I guess that makes us their teachers too, a little bit.”

“Hey, I learned a lot of things on my own!” Suncloak said. She made it seem like they told him everything! ...Which they did, except for two or three times. Whatever, he made his point.

Bon Bon tapped her chin with a hoof. “Doesn’t that make you their leader?”

“What? No! I just...” Suncloak groaned. “I only told them what I learned about friendship and helped them blend in a little, that’s all.”

#7 shrugged. “You’re the closest thing we have to a leader, though. You know the most about friendship and you even helped #14 out last week.”

Suncloak sighed. “You know, that’s normal for ponies. But whatever helps you sleep at night.”

“#14?” Lyra asked. “Who’s that?”

#14 stepped forward. “That’d be me. But my pony friends know me as Shining Nova.” She idly kicked at the floor and mumbled, “I like that name more, though.”

“Oh, right!” Bon Bon said. “You all know our names, but you never told us yours.” She blushed a little. “Maybe we should’ve asked that first.”

#2 cleared his throat. “I’m #2, but my friends call me Steady Step. Considering that there’s about a thousand other #2’s in the hive, I prefer that last name. It’s a bit more personal.”

“And I’m #7! But you can call me Cloudsworth, which sounds a lot better,” #7 said. The other changelings rolled their eyes, to which he answered, “What? It does! It took me a long time to come up with that, you know.”

“Terrible names aside,” #18 said, “I’m #18. Or Moonglow. But since all my friends call me Moonglow, it’d seem a bit silly for you four not to.”

“My name is Pinecone,” #45 said. “Uh, I mean, #45. Well, I mean...” He tripped over his words a few times. “Just call me Pinecone.”

“I’m #145!” the little changeling said. “But everyling at school calls me Lofty Wings, so you can do that too!”

“Lofty Wings?” Derpy gasped. “Hey, you’re in the same class as Dinky! She told me all about you.” She looked at all the other changelings for a moment. “You’ve all been hiding like that, huh?”

#14 nodded. “Yeah. But we don’t want to do that anymore. We want to live just like Suncloak, not under a disguise. My friends deserve that honesty,” she said, which the other changelings agreed with.

Vinyl snickered. “You know, you kinda sound like Sunny there.”

The six changelings all blushed in embarrassment. “I, we just, I mean,” #14 stammered, “that’s not important. We like living in Ponyville, and we want to continue living here. Except without the disguises.”

“So, what did you need us for?” Bon Bon asked. “I mean, it’s nice meeting you and all, but I don’t see how we can help you.”

“We wanted to see your reaction,” Suncloak said. “I’m sorry. It’s not very nice, but it seemed like the best way to find out. I hope the rest of Ponyville will react like you guys.” He smiled. “Really, you were a lot more positive about this whole reveal than I had expected!”

Lyra went over to #2 and wrapped a hoof around him, pulling him close. “Of course we’re positive! Any friend of Suncloak’s is a friend of ours, right?”

#2 stammered a little, initially very confused by this sudden contact. “Uh, same goes for me? I think?” he looked at Suncloak and gave an awkward grin in a desperate plea for help.

Huh. The other changelings, his friends? Suncloak hadn’t thought about it like that before. But that could wait for later. “Good! Now that we have an idea of what the reaction will be, we can start working on revealing your identities to the whole town. Though I don’t know how we’re going to do that yet, I’ll have to discuss that with Twilight.”

“What should we do?” #18 asked.

“You can go home,” Suncloak said. “I’ll handle this, don’t worry.”

The other changelings nodded, changing into their disguises again. As #2 wrested himself out of Lyra’s grip, they all said their goodbyes before heading out.

Suncloak waited until he heard the door close. Immediately, he ran toward his friends, sliding down on the ground and clasping his hooves together in a pleading gesture. “I’m sorry, I’m sorry, I’m sorry! I should’ve told you, but I didn’t want to ruin our friendship or rat them out! It seemed like a good idea at the time!” He added a pout for good measure, because he might as well go the whole nine yards.

Vinyl raised an eyebrow. “What’re you talking about? You don’t have to apologize, Sunny.”

Derpy hopped up and flew around the room, opening all the curtains. “Yeah, we can’t blame you for being nice to them.”

Lyra extended a hoof to Suncloak, helping him up. “It would’ve been way, way worse if you hadn’t helped them! You’d be kind of a jerk if you did that.”

“So... You’re not angry or disappointed that I’ve been lying to you for months?” Suncloak asked. He had at least expected them to be not entirely positive about the whole deal.

“Well, you didn’t really lie,” Bon Bon said, “I’d say you... just didn’t mention it to anypony. That’s not exactly nice, but I’d say the alternative would’ve been worse. But of course we’re not mad, sweetie! We’ve told you a billion times, we’re your friends.”

Suncloak let out a sigh of relief. “Okay. Yeah. I knew that. I was just a little bit worried, that’s all.”

“I gotta say, though,” Vinyl said, “those guys really listen to you. I thought you said changelings from the hive were jerks?”

Suncloak shrugged. “Not after you let them live among ponies for a few months. They’d rather stay in Equestria than go back to the hive.” He let out a sigh. “It’s up to the ponies to actually let them live here, though.”

Derpy made a small loop and landed right next to Suncloak, wrapping a hoof around him. “You’ve got my support. They seemed really nice!”

“Well, duh.” Lyra rolled her eyes. “They’ve been learning from Suncloak, who is the nicest changeling ever.” She paused for a moment. “And the only nice changeling. Except not anymore, because we have six new ones now.”

Suncloak opened his mouth to protest, but quickly closed it again. He realized that Lyra was sort of right. As far as changelings went, they only ever met him, so of course his friends would say he was the kindest changeling ever. Especially considering that the most recent changeling any pony had talked to before that was Queen Chrysalis, and she wasn’t exactly nice.

“Thank you for understanding, everyling,” Suncloak said. “Now I can push this whole migration thing to the next phase.” He paused for a few seconds. “That is, as soon as I know what the next step is.”

“Is there anything we can do to help?” Bon Bon asked.

“I don’t know,” Suncloak said. “I’ll let you know as soon as I’ve spoken with Twilight.” They were already a big help, anyway: just their offer made Suncloak feel a lot more confident.

“You should go to the library, then,” Vinyl said. “Whatever you’re going to do next, I’m sure you can do it.”

Suncloak smiled. “Yeah.” The smile turned into a grin. “Yeah! I’m sure it can’t be that hard!”





“This is the hardest thing I will ever do in my entire life.”

Suncloak anxiously paced in circles in the town hall. The other changelings, who were again disguised and about equally anxious were watching him. “Hardest thing in your life?” #14 asked. “We’re the ones who are going to reveal ourselves in front of the entire town here!”

Suncloak opened the front doors just a tiny bit, revealing a whole crowd of ponies gathered in front of the town hall. Most of them were talking to each other, presumably wondering about why they were asked to gather here. “Yeah, but you don’t have to tell that to the whole town and answer their questions! If something goes wrong, I’m done for!”

“But it won’t go wrong, right?” #145 asked.

Suncloak shook his head. “Nah. Twilight helped me come up with the whole speech and I practiced a lot. Plus,” he said, waving one of his legs, “I’ve got cue cards hidden right here, in case I forget. And Twilight told me about a few tricks.” He peeked through the door. “I just hope the ponies will be a bit accepting about this.”

Suncloak took a deep breath. “Well, I’m going in.”

“Break a leg,” #14 said, which made Suncloak grimace. That sounded incredibly sadistic.

“Wish me luck,” Suncloak said, stepping outside.

“But I just did!” #14 slapped herself in the face with a hoof. “Never mind, good luck.” The other changelings quickly wished him good luck as well. Good, because luck would be much more useful than a broken leg.

Still very nervous, Suncloak stepped outside. The ponies, busy talking among themselves, didn’t seem to notice him. There was a stand in front of the large group, which Suncloak stepped towards. With a quick whirl of green flame, a hole appeared in one of his legs. He took a small stack of cue cards out of it, putting them on the stand. There, now he had a little cheat sheet.

Suncloak propped himself up on the stand. “Everyling!” he shouted, grabbing the whole crowd’s attention. “Uh, I mean, everypony. No, wait. F-Fillies and gentlecolts?” All those eyes directed at him made Suncloak freak out.

No problem! He just needed to use a trick Twilight told him about, imagining the entire audience in their underwear. Which was a really weird tip, seeing as ponies were always naked. In hindsight, why did Suncloak believe this would work in the first place? Now he just felt stupid.

Suncloak bit his lip. This wasn’t off to a good start. He glanced behind him, seeing the other changelings peeking out the door. He had to do this. For them. It was just a lot more frightening to actually stand in front of a crowd, though.

He looked at the audience. All those eyes, staring at him. What he said to them would decide whether the other changelings would be accepted into the town or not. The only ponies he didn’t need to convince were his friends, standing at the front. The four of them looked at Suncloak with big smiles, and Lyra even waved at him.

The four of them were confident he could do it. Hopefully, that’d be confidence enough. Suncloak swallowed, then cleared his throat. “My name is Suncloak,” he said, flipping away the first cue card. “Not all of you may equally like me, but all I’m asking you is to hear me out.

“Quite some time ago, I was banished from my hive and ended up here. To my surprise, the whole town took me in with open hooves. A short while after that, a bunch of new ponies arrived in Ponyville. Ponies who quickly became friends with some of you. What I want to tell you is concerning those ponies.”

He briefly turned around and beckoned the six changelings to come forward. They did, gathering next to Suncloak. This caused a lot of ponies in the crowd to start murmuring again, most likely the changelings’ friends. “I’ll say the truth immediately: these ponies are actually changelings,” Suncloak said.

The six changelings turned back into their original forms. The crowd collectively gasped, as expected. The ponies started talking loudly with each other, although Suncloak couldn’t completely understand them. He could catch a few snippets of conversation, ponies asking each other if they saw this coming or what this meant.

“Now, if you’ll all just quiet down,” Suncloak said. Sadly, the crowd didn’t seem to hear him and continued making a ruckus. “Uh, hello?” he asked. “Rude? I wasn’t done yet.” But again, not a single pony seemed to hear him.

A very sharp, very loud whistle suddenly caused the whole crowd to quiet down and direct its attention to the front again. Vinyl had turned around and whistled, using a bit of magic to amplify the sound. “Hey!” she shouted. “He wasn’t done talking yet!” She turned back to Suncloak and nodded her head slightly. She probably winked or something, but it was hard to see because of her sunglasses.

“Uh, t-thank you,” Suncloak said. That, on the other hoof, wasn’t as expected. Thankfully, the crowd was now paying attention again. “These changelings came to me,” Suncloak continued, “because someling told them about my way of life. They wanted me to show them how to live exactly like me.

“All this time, they’ve been living here under a disguise, with fake backgrounds. But they didn’t lie about anything else. Their personalities, their friendships, that’s all real. So real, in fact, that they would rather stay here than return to the hive. And without lying to you about anything.”

The crowd started softly murmuring again. Not entirely positive, but at least they weren’t throwing things at Suncloak. Or running him out of town. So that was good.

Suncloak cleared his throat again. “You’ve showed them your love and friendship when they were disguised as ponies. All I’m asking is that you continue to do so, even though they’re changelings.” He paused for a second. “Uh... Please?”

Almost the entire crowd shrugged, mumbling things like ‘yeah’ and ‘sure, why not’. One pony, a pink earth pony mare with a yellow mane and tail, raised her hoof. “Is this a changeling invasion?” she asked.

“Uh, no,” Suncloak said. He briefly looked at the other changelings. “And if it was, it’d be the worst and most badly planned invasion ever.”

A cream-coloured earth pony stallion with a brown mane, tail and very bushy moustache raised his hoof. “But how can we trust you to tell the truth? You’re a changeling!”

“Uh... I promise this isn’t an invasion?” Suncloak said, adding an awkward grin. “If you’re not comfortable with us, you can see it like keeping an eye on us. Keep your friends close, and your enemies closer, right?”

Several ponies in the crowd murmured something again, seeming pretty okay with that answer. Meanwhile, #14 mumbled something like “And yet he does know that saying.”

“Are there any more questions?” Suncloak asked. This was going far better than he’d thought! He’d certainly be able to handle their questions.

One young earth pony stallion with a white coat, a brown mane and tail, and a whole bunch of acne on his face raised a hoof. “How strong do you think the impact of this revelation will be on the negative stigma regarding the stereotyping of changelings?”

Suncloak stared incredulously at the pony for a while. Okay, maybe it wasn’t easier. “Uh... Yes,” he answered. “Any other questions?” Ones that he could understand, hopefully.

Simultaneously, a whole lot of ponies raised their hooves, all wanting to pose their questions.

Suncloak sighed. “This is gonna take a while.”





Two hours, a whole bunch of difficult questions and an equal amount of awkward answers later, the crowd dispersed. The other changelings had quickly gone to their friends, and were now busy chatting, confessing, and surprisingly, laughing. Seeing that was enough to make Suncloak smile.

Those six changelings could now have a life they enjoyed far more than living at the hive, and it was all because of Suncloak. He made that possible, and knowing that felt pretty great. In fact, it was probably the best Suncloak felt about himself in his entire life.

Suncloak grabbed his cue cards from the stand, putting them back into one of the holes in his legs and making said hole disappear. He’d throw them in the trash later.

As he made his way down the front steps of the town hall, Suncloak saw Pinkie Pie, running from changeling to changeling, chatting with all six of them. It made him chuckle. Seems like being friends with Pinkie Pie was unavoidable for anyling, whether they were a pony or a changeling.

If talking to a large crowd for two hours was what it took to achieve something like this... it was great. Sure, it was scary, and something Suncloak wasn’t used to at all. Helping the other changelings and making them happy was more than worth it, though.

“Hey, Suncloak!” a voice sounded, pulling Suncloak from his thoughts. Bon Bon, Lyra and Vinyl approached him. “You did great, sweetie!” Bon Bon said.

“Uh, I was actually cheating,” Suncloak said, waving one of his legs around, the one that had the cue cards hidden in it. “But it went a lot better than expected.”

“That doesn’t count as cheating,” Lyra said. “Everypony uses those little cards, and it’s not really cheating if everypony is doing it, right?”

“Does it matter?” Vinyl asked. “It went really well, or you wouldn’t have been grinning like a crazy pony just now, Sunny.”

Suncloak’s cheeks suddenly felt really hot. Maybe he was smiling a little harder than he thought. “Hey, wait a second,” he said, looking around. “Where’s Derpy?”

“She went home to get something,” Bon Bon said. “She should be back any moment.”

Suncloak raised an eyebrow. “What’s she getting?”

“That’s a surprise, silly!” Lyra stuck out her tongue. “You’ll have to wait until she’s here.”

Great, surprises. Suncloak sighed. He wasn’t very fond of surprises, because almost every single surprise somehow ended up being negative for him. ‘Negative’ in the sense of ‘really painful’. It was highly unlikely that this surprise would be different.

Suddenly, Derpy skidded to a halt in the middle of the group, having just arrived. She almost tripped over her own hooves during the landing, but managed to stay standing. On her flank was a single saddlebag. “Delivery for a... Mr. Suncloak,” she said, grabbing a box out of the saddlebag with her mouth and presenting it to Suncloak.

It was a sizeable, but flat, green box, held closed with some purple ribbons. Suncloak sat down and took the box into his hooves, pulling off the ribbons with his teeth. He removed the cover, putting it down on the ground. Inside the box was a folded piece of grey cloth, decorated with a black image of a sun. “What’s this?” Suncloak asked.

Vinyl took the cloth out of the box with her magic, unfolding it to reveal that it was actually pretty large. “It’s a cloak, Sunny,” she said. “Here, try it on!” She levitated the cloak over Suncloak, fastening it around his neck with a clasp. She took a moment to adjust it, making sure it perfectly fell over the changeling’s body.

As Suncloak stood up, the first thing he noticed was that the fabric was really, really soft. Almost like satin, or silk, or something like that. He inspected the entire cloak, noting that the sun decoration was roughly in the same spot as a pony’s cutie mark, on both sides. The cloak also had numerous pockets on the inside.

“What do you think?” Bon Bon asked.

“It’s...” Suncloak took a moment to think. It reminded him of the cloak he cobbled together when he first arrived in Ponyville, except without a hood. But that was an old, shoddy thing, as opposed to this one, a brand new, beautiful cloak. One given to him by his friends, instead of stolen from a few then-unknown ponies. It reminded him of what were probably the most stressful days of his entire life, so... “It’s amazing. Thank you! How did you even get this?”

“We asked Rarity to make it!” Lyra said. “She said she still had to make something for you, so she was happy to help.” She suddenly wrapped Suncloak in a tight hug. “I’m so glad you like it!”

Suncloak chuckled. “Hey, watch out, you might damage the cloak.” Though oddly, he didn’t mind being hugged this time. Must be the cloak, mitigating the pressure.

“Whoops,” Lyra said as she let go of Suncloak. “So, what now?”

Suncloak shrugged. “We... do what we normally do? Except now, there’s six more changelings living in Ponyville. But I don’t think that much will—”

“Hey, Suncloak!” a voice interrupted him. Suncloak turned around to see who it was, seeing Twilight Sparkle running towards him. “I knew you’d still be here,” she said.

“Hey, Twilight,” Suncloak said. “Did you see my speech? Pretty good, huh?”

“Actually, I wasn’t here to see it,” Twilight said. “I was at the library, talking to... Uh, never mind.” She gave Suncloak a curious look. “What a nice cloak! Is it new?”

“Sure is!” Suncloak turned a full circle to show off his brand new article of clothing. “My friends gave it to me. So, uh...” He raised an eyebrow. “Did you need me for something?”

“Yes. I need you to come to the library with me as soon as possible,” Twilight said. “It’s for...” She suddenly looked very confused. “Well, it’s a surprise? I’m not entirely sure.”

Another surprise? Well, wasn’t this day just full of... Well, surprises. Considering the first surprise had turned out to be very nice and not at all painful, maybe this second one would be positive too! “Sure, I’ll come,” Suncloak said as he turned back to his friends. “Looks like I have to go now. Could you tell the other changelings that I’m at the library for a while?”

“Of course!” Derpy said. “We’ll talk to you later.”

“Great!” Twilight said. “Come on, Suncloak. We have to hurry.” She turned and headed for the library, walking at a brisk pace.

“See you later,” Suncloak said as he waved goodbye, before turning around and catching up with Twilight.





A few minutes later, they reached the library. Twilight politely opened the door and motioned for Suncloak to enter first. “After you.”

“Thank you,” Suncloak said, stepping inside. The library was a lot more clean than usual, with all of the books stored on their respective shelves. A bunch of pillows were on the floor, in various colours and sizes.

On one of these pillows sat a rather tall pony, with a white coat. Or a very pale shade of pink, it was difficult to tell.  Her mane and tail were very odd, consisting of green, pink and blue, lazily shifting in a nonexistent breeze. She also had a horn and wings, and was wearing a golden necklace and golden horseshoes. Currently, she was drinking tea, taking calm sips and—

Oh.

Oooh.

“P-P-Princess Celestia?!” Suncloak exclaimed. He promptly lost all concentration, one of the holes in his legs reappearing, spilling his pile of cue cards all over the floor. “Well, it’s been nice meeting you, bye!” Suncloak said, promptly turning around and trying to walk out the door.

Sadly, Twilight Sparkle was blocking him. “Calm down, Suncloak. She just wants to talk to you.”

“That’s nice, but I don’t want to talk to her,” Suncloak said, trying to push past the purple unicorn. “I really don’t.” After a few seconds, he hopped up in the air to fly over her, but once he did so, he found that he couldn’t move. It might have something to do with the purple aura that surrounded him. “Hey, no fair!” he said as he realized Twilight was holding him in place with her magic.

Twilight rolled her eyes as she kicked the door shut. “I thought you weren’t afraid of princesses anymore,” she said as she stepped past Suncloak, dragging him along.

“I’m not afraid of Princess Luna anymore,” Suncloak said as he tried breaking loose by waggling his limbs. “But this isn’t Princess Luna.” Sadly, he failed miserably at getting away, only managing to look very, very silly.

“Just hear her out, please?” Twilight let go of Suncloak, placing him on one of the admittedly very comfortable pillows, while sitting on one herself as well. “I’m sorry, princess. He isn’t usually like this.”

“That’s quite alright,” Princess Celestia said as she took another sip of her tea. Her voice was very soothing, but not nearly enough to get Suncloak to calm down.

A few very silent, and for Suncloak very tense seconds followed as Princess Celestia set her teacup down on a nearby table. “That’s a very beautiful cloak you’re wearing,” the princess said, breaking the silence.

Suncloak wouldn’t dare say a thing. He didn’t even move, remaining completely stiff. If he didn’t say or show anything, he couldn’t accidentally upset the princess. And if the princess wasn’t upset, she might let him and the other changelings stay in Ponyville. She might not even know about the other changelings.

“Was it a present?” Princess Celestia asked.

Suncloak nodded. That was a question he could answer safely.

“From your pony friends, or your changeling followers?”

“They’re not my follow—” Suncloak quickly clamped both his front hooves over his mouth, forcing himself to sit down and almost punching himself in the face. He briefly shifted his hooves away to say, “I didn’t say anything!” before resuming his hoof-induced silence.

Princess Celestia laughed. Not the kind of mad cackling that Queen Chrysalis often used, but a gentle, soft chuckling. “Don’t worry. Twilight already told me everything she knew about your little adventures here in Ponyville.”

“Okay, okay, I’m sorry!” Suncloak blurted out. “It all just happened! It’s not my fault! Or, well, I guess it is, sort of. Or is it Queen Chrysalis’ fault for banishing me? Just don’t punish the others!” he begged, holding up his hooves in a pleading gesture. “Please?”

“I am not here to punish anypony, my little changeling,” Princess Celestia said. “I am only here to talk to you.”

Suncloak put his hooves back down. “Just to talk? Then why did Twilight tell me this was a surprise?”

“Don’t look at me,” Twilight said. “I just did what the princess asked me to do.”

Princess Celestia chuckled again. “My younger sister, Luna, told me about you some time ago. She told me you were quite afraid of her. I didn’t think you’d come if you knew I was here, so I asked Twilight to tell you there was a surprise.”

It was then and there that Suncloak decided that Princess Celestia was kind of a jerk. “What did you want to talk to me about, Your Highness?” he asked.

“Twilight told me that you were approached by a group of changelings who wanted to learn how to live like you,” Princess Celestia said. “You showed them, and now they want to stay in Ponyville, correct?”

Suncloak nodded. “Well, except one. He went back to his hive with a report.”

Princess Celestia raised an eyebrow. “A report? And what is this report about?”

“It’s about friendship,” Suncloak said. “Everything we learned about friendship is in that report.”

“How do you think the changelings who live in the hive will react to that report?” Princess Celestia asked. She briefly levitated her cup of tea back to her mouth to take a sip before setting it down again.

“Um...” Suncloak tapped a hoof on his chin. “Changeling society is very different from pony society. In the hive, the only two things that matter are Queen Chrysalis and yourself. Noling else is important unless you’re ordered to work together with them.”

He sighed. “Back then, I was only known as #37 of the royal guard. Nothing more, nothing less. But here, in Ponyville, I’m Suncloak. I have friends who care about me, and I’ve learned to care about them. It’s the same for the other changelings who live here now. The one going back to the hive will have to explain how he lost them, so... I guess there will be at least a few changelings who would be interested.”

“Then we have a slight problem,” Princess Celestia said. “Changelings are not covered under any Equestrian law. For one of them, you, we made an exception. Now there’s seven, which will be a little harder. But what about ten? Or fifty? Or a hundred?”

“That’s not a problem, right?” Suncloak asked. “I mean, we just have to... not get in contact with the law. No lying, no stealing, stuff like that.”

Twilight shook her head. “It’s not that simple, Suncloak. Laws are everywhere. Getting a house, buying things from a store... All of it. You’re going to come into contact sooner or later.”

Oh. At least that explained why there were so many books about them. “So, how can you solve this problem, and how can I help?” Suncloak asked.

“In most cases, it is rather simple,” Princess Celestia said. “Any changeling who becomes an Equestrian citizen will be bound by Equestrian laws. However, considering your shape shifting abilities, new laws will have to be made.”

“Shape shifting could be used to get around certain laws,” Twilight said. “And who knows how other changeling abilities might be used to do the same? We want to try to prevent that, just in case. Considering we don’t know all that much about changelings, we wanted to ask you to help us pick a representative for the changeling race.”

So, they needed Suncloak for his knowledge of changelings, but they also needed someling for their knowledge of pony society. To Suncloak, the answer was easy. “I’ll do it. I’ll be that representative.”

Twilight recoiled in surprise. “B-But it’s a really big responsibility! And you don’t know anything about laws or politics!”

Suncloak shrugged. “I can learn. Besides, who knows the most about both changelings and ponies?”

“That’s true, but...” Twilight was silent for a second. “It’s a very hard job, Suncloak. Are you sure?”

“If I take that job, I can make sure the other changelings can have the best lives they can, right?” Suncloak asked.

Princess Celestia nodded. “It will take a while, and it’ll be difficult, but that is certainly possible.”

“Then I’m absolutely sure,” Suncloak said. “When I saw how happy the others were when they could finally be honest with their friends, and when they were truly accepted, that made me... Well, it made me feel really good. I’d do anything to make sure they can continue living like that.”

Princess Celestia smiled. “Then it’s settled. We’ll appoint you as the highest representative of Equestrian changelings. Twilight, could you get me some paper and a quill?”

“Of course, princess!” Twilight said. She got up and went to a nearby dresser, opening a drawer and retrieving the requested materials. She levitated them over to Princess Celestia, who took the paper and quill from her and started writing.

“You can do that here?” Suncloak asked. “Doesn’t it have to be all official, in Canterlot, or something?”

Princess Celestia rolled her eyes. “Oh, Canterlot is filled with boring nobles who would endlessly object to this. It’s much faster this way, plus it has less pomp. I’m not a fan of large, mostly useless gestures. Besides, I’m a princess. I think I can appoint an official by myself.”

“Speaking of pomp,” Suncloak said, “how did you manage to get into Ponyville without anyling noticing?”

“Strangest thing!” Princess Celestia chuckled. “I could easily get here without meeting any villagers. For some reason, they were all gathered at the town hall!” With a slight flourish, she finished writing, and levitated the paper and quill over to Suncloak. “Just sign this, and then we can start discussing the details.”

Suncloak looked at the paper. Most of it was some type of official wording he couldn’t understand. But hey, this was Princess Celestia, and she seemed very kind. At the bottom of the document was a large, horizontal line, so Suncloak took the quill with his mouth and wrote his name on it. One glance confirmed that his mouthwriting was absolutely terrible. Something he’d need to work on.

Princess Celestia rolled up the document and tucked it under her wing as she levitated the quill back to Twilight. “Congratulations, Your Excellency. I hereby declare you Ambassador Suncloak of Equestria!”

Suncloak blushed. “Um, just ‘Suncloak’ is fine, Your Highness.”

Twilight took the quill from her mentor, levitating it back to the dresser she obtained it from. “Tsk, just calling a government official by their name would be a grave mistake, Your Excellency,” she teased, bending forward in a mock bow.

“Okay, okay, I get it,” Suncloak said. “What do I do now?”

“Now, you will need to learn what it takes to be an ambassador,” Princess Celestia said. “Laws, politics, etiquette, everything. I’m sure my faithful student, Twilight, can help you with this.”

“Of course,” Twilight said. She went over to a nearby shelf, took a few books, and repeated this for almost every bookshelf in the library. She dumped what must’ve been about a hundred books in front of Suncloak. “I think this is enough to get you started.”

Suncloak swallowed. “Uh... Yay, I can’t wait?” He took one of the books and opened it. As expected, it was filled with gibberish. Considering that he might as well get started, Suncloak started reading.





That night, Suncloak laid on the roof of his house. Sleeping proved to be very difficult after an exciting and surprising day like this. It was cold outside, but his new cloak was able to keep him warm.

He sighed as he looked up at the moon and the stars. “Changeling ambassador, huh?” he mumbled to himself. Maybe this is what Princess Luna meant when she suggested he look at the problem from another side. Get ponies and changelings to live together. The thought made Suncloak chuckle. Both princesses had turned out far kinder than he had expected, and far more helpful, too. That only left Princess Cadance, but Suncloak wasn’t sure she’d be as nice, considering Queen Chrysalis did some pretty horrible things to her and her friends and family.

It’d be hard to completely integrate changelings into Equestrian society. Really, really hard. Suncloak had spent one afternoon learning with Twilight so far, as Princess Celestia needed to leave early for some official business. Probably the rest of the paperwork to make Suncloak an ambassador. That one afternoon was filled with confusion and a lot of questions.

It’d take a long time, but it’d definitely be worth it. Even if the entire changeling population of Equestria wouldn’t grow anymore, it made Suncloak happy to know he could help the other changelings make their lives as fulfilling as possible.

Moments later, Suncloak heard a buzzing sound. It came closer and closer, until it came to a stop somewhere next to him. “Can’t sleep?” a voice asked. Suncloak looked to his side to see #14 laying down next to him. Oddly enough, she now had a mane. The exact same red mane she had when she was disguised.

Suncloak shrugged. “A true ambassador never sleeps. What about you, #14?”

#14 chuckled. “Hey, it’s Shining Nova now. No more numbers. And I don’t need a bad excuse to stay awake.”

“Okay then, Nova,” Suncloak said. “What’s up with the mane?” He took a better look at her, seeing that Nova’s tail was red as well. “And the tail? I thought you didn’t want to be disguised anymore.”

“Oh, this?” Nova toyed with her mane, wrapping a few strands of hair around her hoof. “I thought that it’d be a bit difficult for ponies to keep us all apart, so I changed myself to look like this.”

Suncloak smiled. “Good idea. It looks nice. Have the others thought of something as well?”

“Thank you.” Nova blushed a deep crimson. “I don’t know about the others yet, I came up with this just a few minutes ago. But I think they’ll like the idea.”

They both remained silent for a while, just looking at the stars. “Nova...” Suncloak started. “Do you... Have you ever doubted that staying in Ponyville was the right decision?”

Nova shook her head. “Not at all. Every time I talk to my friends, I don’t just smell and taste their love. I can feel it, too. It makes me feel like this is where I belong.”

“Good,” Suncloak said. “It’d be a shame if you wanted to go back. Plus, I don’t think Queen Chrysalis would be very happy with that. Well, I don’t think she’d be very happy with our decisions in general.”

Nova shrugged. “Queen Chrysalis can stick it into one of her many holes, then. I’m staying here and that’s that,” she said with a hearty laugh.

Suncloak laughed as well. “Just be careful. If she hears you talking like that, she might banish you.” He snickered. “Oh, wait, she can’t exactly do that anymore.”

“Isn’t that something you can do now?” Nova giggled. “You know, ask Princess Celestia to banish someling to the moon, or something like that?”

“Nah,” Suncloak said. “The moon looks fine as is.” He pointed at the moon. “See? We don’t need a changeling in there.”

The two of them shared another laugh and went silent again, only sharing the sounds of their breathing.

After a minute of staring at the sky, Nova took a deep breath. “Hey, Suncloak? Do you...” She paused for a long moment. “Do you think it’s okay for changelings to feel love for each other?”

“Of course it is!” Suncloak said, turning to her. “I mean, we’re friends. We love each other.”

“Th-That’s not what I meant,” Nova said. “I meant... Uh, well, never mind.” She shivered a little and huddled close to Suncloak, pushing her side against his. “It doesn’t matter. I’ll explain later.”

Suncloak pulled his cloak out from between the two of them and draped it over Nova. “That’s okay. We have all the time we need.”

“So, what do we do in that time?” Nova asked.

Suncloak shrugged. “We live our lives among ponies, and hope it doesn’t get too crazy. Or too crowded. I heard there’s lot of newcomers lately.”

Nova snickered, resting her head against Suncloak. “I can live with craziness. And newcomers.” She let out a blissful sigh, staring up at the sky.

“As long as I can live with all of my friends.”

> Epilogue
> --------------------------------------------------------------------------

“One hundred and ninety-eight... One hundred and ninety-nine... Two hundred... Two hundred and—”

Suncloak looked up from the book he was writing in and dropped his quill. “Whoa. Two hundred.”

About six months had passed since he became ambassador, and completely against his expectations, many changelings came to Equestria. Turns out there’s a lot of changelings who wanted to try their luck. Changelings who already thought living among ponies was possible, changelings who didn’t trust Queen Chrysalis that much anymore after the failed invasion, or changelings who were bad at gathering love or plain down on their luck.

Even #21 had returned after a few months, claiming he missed his friends after all. Kind of like homesickness, except in reverse. Or something.

Over time, Ponyville got a bit crowded, so a few other towns and cities started accepting changelings as well. Since that meant Suncloak had to travel around Equestria a lot, to help out other changelings, it started getting difficult keeping up both his duties as an ambassador and learning about laws and politics.

That’s why he’d just recently gotten a spiffy new office in Canterlot!  It was located in the castle, because apparently, an ambassador needed to have an office in the castle. It was close to the princesses, which was pretty scary, but on the other hoof, it had a really nice view of the city. The white and gold colour scheme was a little less nice, though. Then again, almost the entirety of Canterlot was white and gold, so Suncloak would just need to get used to it.

On top of that, the room was really big. Really high, too, for some odd reason. Almost as if it was a spruced-up gym room. At least it gave Suncloak enough space to store all of his ambassador-related stuff, even though the only things reaching to the ceiling were the windows. Currently, there was one bookshelf filled with books on laws, politics and everything in between, and one bookshelf that held all of his administration. Which wasn’t all that much.

It also had a really nice, but messy wooden desk that Suncloak worked at. It was almost always filled with several papers, books and other things. Around the desk were a few chairs, which Suncloak was pretty fond of. Sure beats doing all your work while standing. There was also a coat rack next to the big, golden double doors leading outside, but noling ever used that anyway. Suncloak always kept his cloak on during work.

Wearing his cloak reminded him not only of his friends in Ponyville, but also of what he had accomplished. It was kind of a shame that he couldn’t visit his friends as often as he liked, but they often came to visit Suncloak instead. He had a bunch of other reminders, too, like a preserved Poison Joke and the very first bit he earned, among others. Those were currently on display on his shelves, so he could look at them anytime he wanted.

He even took Emerald with him everywhere. Mostly because she wouldn’t leave Suncloak alone, but also because he did like her a little bit. She was currently sitting in a roomy glass cage behind him. Guests often found it appalling to have a moth flying around the room, for some strange reason.

Suncloak leaned back into his chair, staring at the book in front of him. “Sheesh. Two hundred Equestrian changelings. That’s... Wow.”

“A beautiful milestone, Your Excellency,” the mare sitting next to him said. Merry Weather, his personal assistant, a blue pegasus with a yellow mane and tail and matching eyes. Her cutie mark was one of a book and an abacus. She was incredibly well-versed in everything surrounding politics, and served not only as Suncloak’s assistant, but also as his teacher.

Suncloak groaned and rolled his eyes. “Seriously, you can stop it with the ‘Your Excellency’ stuff. ‘Suncloak’ is good enough.”

“Sorry, Yo— I mean, Suncloak.” Merry Weather raised an eyebrow. “You know, I thought you’d be happier about this.”

“I’m equal parts happy and surprised,” Suncloak said. He leaned forward and continued his count. Two hundred and three changelings in total. “I’m just a bit anxious. Someling at the hive has to have noticed all these vanishing changelings.”

“Undoubtedly,” Merry Weather said. “Especially considering multiple changelings decided to go back to their hives.”

Oh, right. A few changelings weren’t fans of living among ponies, so after trying it out for a few weeks, they decided to return home. No big deal, considering it was their choice to make, but still disappointing. They were only a hoofful, though.

Suncloak closed the book and picked it up, walking over to the bookshelf with all of his administration and putting it away. “Well, we’ll see about that when we get there. Anything left on the agenda for today?”

“Aside from your studies, absolutely nothing,” Merry Weather said. “Slow day today.”

“Great!” Suncloak said, walking over to his other bookshelf. “So, what’re we doing today? Legislation? Ta—”

A sudden, very loud knocking on the door interrupted him. He gave Merry Weather a curious glance, but the mare only shrugged in response. Confused, Suncloak went over to the double doors and opened. “Good afternoon, but I’m currently not—”

Once again he was interrupted, this time by a pink unicorn mare with an incredibly pompously styled purple mane and matching tail, who shoved him out of the way with her magic. She was wearing a pretty ugly, frilly red dress. In fact, Suncloak knew who this was. “I demand to speak to the changeling ambassador!” she shouted, standing in the middle of the room.

Suncloak went over to his desk and sat down. The mare who had just entered was known as High Mighty, and was the chairpony of the Anti-Changeling Society, or ACS for short. The ACS was a small group of ponies who weren’t fond of the idea of living together with changelings, and regularly tried to oppose Suncloak’s every move. They could actually give some meaningful insights every now and then, though.

“That’d be me,” Suncloak said. “You should know that by now. Why are you here again? We talked yesterday, and we didn’t make a new appointment or anything.”

The two pony guards who stood watch in front of the room entered, but Suncloak casually motioned for them to leave and close the door. Something wasn’t right here, and he wanted to find out.

High Mighty’s face became unreadable for a few seconds. “I am merely here to voice a concern. If you changelings stay here, who knows what you might attract from the changeling queen?”

Suncloak hopped out of his chair, walking to Emerald’s cage. “You already brought that up a few weeks ago. I assure you, we can handle it.” He opened the cage, letting Emerald out.

Emerald fluttered around, first perching on Suncloak’s horn, then taking off again. She avoided Merry Weather, only to go straight for High Mighty and sit on her horn.

High Mighty scowled, batting at Emerald, causing the moth to retreat to her cage. “What is this? A dirty, ugly bug, in the castle? How unsanitary!”

“Hey, Emerald is not dirty,” Suncloak said, closing Emerald’s cage and returning to his chair. “And besides, she has a reason for doing that. You see, she doesn’t like ponies. She won’t even touch them. The only thing she’s fond of is changelings.” He smirked. “So you can drop the disguise, whoever you are.”

High Mighty grumbled, her voice turning deeper and more sultry. “Caught by a stupid bug. And I’m not talking about the moth.” With a large whirl of green flames, she transformed.

A changeling stood in her place a second later. A very tall changeling, about twice Suncloak’s height. Slender and feminine, too. Her carapace was a toxic green, and her wings had a similar tinge. She had green, serpentine eyes, a dark blue, very long mane and tail, and a thin crown on her head.

As Merry Weather recoiled out of fright, Suncloak propped himself up on the desk. “Queen Chrysalis? What in the hive are you doing here?!” he shouted furiously.

“I could ask you the same thing, drone!” Queen Chrysalis said, stepping forward and leaning towards him. “My changelings have been disappearing, and then I find out they’re collaborating with ponies?!”

“We’re not ‘collaborating’.” Suncloak growled, showing his teeth. “We’re living together. In peace. A lot better than you ever managed.”

“You’ve got some nerve!” Queen Chrysalis shouted, grabbing Suncloak with her magic and lifting him up in the air, squeezing him tightly. “And you know what I do with changelings who have the nerve to talk back to me.”

Merry Weather cleared her throat. “I would advise against that. His Excellency, Ambassador Suncloak of Equestria, is not only an Equestrian citizen, but also a government official. Any act of aggression towards him counts as an act of aggression toward Equestria itself. Considering the information of changeling hives we now possess, you would be at a clear disadvantage.”
Suncloak gave an awkward grin. “You know, she knows a lot about laws and stuff like that. I’d listen to her,” he wheezed. 

Queen Chrysalis mulled this over for a second before pushing Suncloak back into his chair and letting go. “If you were still part of the hive, I’d have banished you for that.”

“Well, you did that to me once already,” Suncloak said in between heavy breaths. “And look where that got me.” He gestured at all of his new stuff, and the room in general. Not bad for a banished changeling.

“I did that before?” Queen Chrysalis raised an eyebrow. “I think I would’ve... Oh! You must’ve been that incompetent guard I threw out of the hive after the invasion, when I really needed to vent. At least it did the trick.”

Suncloak’s jaw fell open. “I... You... Vent?! You threw me out because you needed to vent?!” He slammed his hooves on the desk, shaking it and spilling various papers all over the floor. “You didn’t even have a good reason?!” Suncloak shouted. “I’m not even surprised so many changelings are leaving you anymore!”

The double doors opened slightly, but Queen Chrysalis forced them shut with her magic and blocked it by sliding the coat rack through the door’s handles. Whatever guards had heard the ruckus, they’d have a tough time getting in now. “Well, I didn’t expect this to happen. I thought you’d just starve.”

Suncloak snorted and grit his teeth. “Starve? No. I found something better.” He leaned over his desk, looking at the scattered papers. “Uh, Merry? Could you help me out with this?”

Merry Weather nodded, picking up the various papers and organizing them in a neat stack, depositing it on the desk.

“Thank you, Merry,” Suncloak said, settling back into his seat. “When you banished me, you threw me in the direction of a town called Ponyville. You might not know that name, but it’s the village where the Elements of Harmony live.”

Queen Chrysalis chuckled. “Ah, those six ponies from the wedding. How appropriate for them to be your punishment.”

Suncloak raised an eyebrow. “Punishment? Maybe only for the first few days. They taught me about the love of friendship, and I started living in that town. Not much later, I’m approached by changelings who wanted to learn how to live like me.” He leaned back in his chair, smirking. “Long story short, I’m the highest representative of Equestrian changelings now, and other changelings are really eager to join me in living here.”

“What a horribly sweet story. Thank you for keeping it short,” Queen Chrysalis snarked. “I’ll need you to return those changelings to me, though.”

Suncloak rolled his eyes. “I’m afraid I can’t do that, Your Highness. They came here of their own free will and stayed here of their own free will. They’re protected by Equestrian laws, no longer forced to obey your idea of ‘fair rules’.” He even made the air quotes with his hooves to drive the point home.

Queen Chrysalis snorted. “Ridiculous. I am the queen of changelings! You answer to me, and noling else!”

“Not anymore, we don’t,” Suncloak said. “Living among ponies gave us friendship. Identities. Freedom to do whatever we please, and we never have to worry about food ever again. We are not anyling’s property. We answer to ourselves.”

A loud, smashing sound resonated throughout the room. Ponies on the other side of the door were trying to get in, and it didn’t sound like they were all that concerned with any potential property damage.

Queen Chrysalis ignored it. “Bah. You think like a pony. I have no further business with you.” A green circle of flame appeared on the ground, surrounding her. “I will get my changelings back. They will return, whether they want to or not.” A green dome surrounded her, pulling her into the ground. “And there’s nothing you can do to stop that.” A few seconds later, she disappeared, along with the flames.

Not even a second after that, the doors burst open, reducing Suncloak’s coat rack to splinters. Two guards, both white pegasi wearing golden armour, ran into the room. “Cha— I mean, Your Excellency!” one of them said. “We heard shouting. Are you alright?”

Merry Weather stared at the spot Chrysalis had been standing on just a few seconds ago before looking at Suncloak. “W-We’re alright. We just had a... an odd run-in with somepony. You can leave us.”

“Very well,” the other guard said. “We’ll, uh... we’ll get somepony to clean up this mess,” he said, looking at the scattered remains of the late coat rack. The two guards quickly left, politely closing the door behind them.

Suncloak stared straight ahead for a few seconds. He got up from his chair, walking over to the bookshelf filled with study material, and scanned the titles. He grabbed one of the books and put it on his desk.

Merry Weather leaned in to check the title. “‘A History of Canterlot’? Why would you grab this book all of a sudden?”

“The queen made me remember something,” Suncloak said as he sat down and opened the book. “Something I said quite some time ago.” He browsed through the book, occasionally taking a moment to look at a depiction of an old map of Canterlot. “I said I’d do something if I ever started thinking like a pony.”

Eventually, he stopped at a recent map. One that illustrated not the streets of Canterlot, but the winding and labyrinthine tunnels of the gem mines located underneath the city.

Suncloak grinned and put his hoof on the map. “I think it’s time we started building our own hive.”