A Wolf in Sheep's Clothing

by Dee Pad

First published

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

There's only so much failure a changeling can tolerate. For Shade, once was enough. Years of training and preparation in the hopes of achieving a new life for himself and his colony wasted because of the negligence of their leader. It's time to try a different approach; if force won't work, then maybe peace and diplomacy will. What could go wrong?

A chance encounter in a creepy forest; A tree filled to the brim with books; A brief and sudden rain shower. These are all things that will change Shade's life forever.

Chapter 1: High Time for Change

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 1: High Time for Change


"How dare you speak to your queen this way!"

Her voice bellowed throughout the room but, despite its intensity, fell on deaf ears as it was drowned out by a sea of shouting changelings. Her subjects had all gathered in her throne room, a hollowed out cave in the side a mountain, to voice their complaints to their queen. Her “throne”--if one could call it that--sat upon a raised stone platform overlooking the chamber. Chrysalis stood atop the platform, staring down at the mob of angry changelings. She attempted to quiet them down through intimidation, baring her sharp fangs and standing tall as if she were prepared to defend herself from some vicious beast.

It wasn’t working.

Following her recent attempt, and failure, to overthrow Princess Celestia and take her place as ruler of Equestria, Chrysalis and her subjects had been cast back to their own lands. In the few days that succeeded it, the changelings had become unruly, and for good reason. For years she had promised her people a chance at a better life. A new life where they wouldn’t have to struggle for survival in the wilderness. The changelings followed her because of these promises. They were persuaded by her confidence and determination. It was infectious. Despite the poor living conditions they had to endure, they remained in high spirits because their queen would reassure them that a better life awaited them. They respected and worshiped her, like the queen in a colony of bees.

But all they saw now was a liar and a traitor. All of their hard work, the years spent training and planning for this “Grand Takeover”, as she called it, was all for naught. They had trusted her. She filled their heads with thoughts of a better existence, only to have it yanked away from them at the last minute.


Her voice reverberated around the cave. But they didn’t listen. The only ones who showed any sort of reaction were the few, very few, that still trusted her and remained loyal to her. A dozen or so changelings were gathered around the base of her platform, donning deep blue armor, hoping to prevent any of the enraged ones in the mob from attempting to assault their queen. A futile effort considering there were approximately a hundred of them gathered there and likely more beyond the entrance of the cavern.

Chrysalis’ expression fell. Her seething anger replaced by one of remorse and harsh realization. Her subjects didn’t love her anymore. For years she had enjoyed being queen. Not because of the benefits but because of the admiration and respect she received from her subjects. The promises she had made were not empty. She made them with the full intent to carry them out. She made them because she knew it would make her people happy. And seeing them happy made her happy.

But all that was gone now. Like an artist’s masterpiece going up in flames, the respect and love she had garnered over the years had been burnt to cinders. She felt her stomach tighten and a wetness forming in her eyes. She hadn’t cried since she was small. There was never any reason to cry as long as there was hope. Hope that she would one day be able to fulfill the promises she had made. Was that hope gone? Would her subjects never love her again?


No, it was still there. As long as she was alive, so was that hope. Even though her subjects were lashing out at her right now, there was still a chance she could win them back. She steeled herself, hoping that none of them had noticed that she had been on the verge of tears. She wouldn’t allow her people to see her cry. Doing so would mean losing whatever shreds of respect they may have still had for her.

Her expression became serious and determined. Her gnarled horn began to glow a bright, neon green. A wall of vivid, emerald fire suddenly erupted around the perimeter of the room, surrounding the mob of changelings. Those who were standing near the walls began to push themselves into the crowd to avoid getting singed by the ethereal flames. She had their full attention now and could finally get a word in edgewise.

“You all disgust me,” she said, summoning as much venom in her voice as she could muster. She didn’t like speaking to her subjects that way, but at this point it seemed necessary. She needed to maintain her dominance in order for this to work. “One little failure and you all start a rebellion? Do you think the ponies under Celestia’s rule would turn against her if she failed to defend her throne?” She allowed a few moments to pass to see if anyone would be brave enough to respond despite the question being rhetorical. When no one did, she continued. “No, they wouldn’t. Because they have faith in her. Faith that she will triumph in the end. So who is to say that we, too, will not be victorious? One defeat should not deter us from our goal. If at first you don’t succeed, try, try again.” An old mantra that even the Changelings have heard throughout their lands, isolated from the rest of Equestria.

They were beginning to catch on. This was one of the easiest parts of being Queen of the Changelings. They were simple minded. They elected a leader so that they would have someone to follow. Without a leader, they had no cause, no reason. They were a colony. Their leader’s goal was their goal too. If Chrysalis wants to take over Equestria, then so do they. Had she been unsuccessful in persuading them to her side once more then she would have been dethroned and a new leader would be elected to take her place. But thankfully they seemed to take her words to heart. They began to realize that she had another plan. What they didn’t realize, however, was that not even Chrysalis knew what this plan was. She was making a desperate gamble in an attempt to win them back, but at least it was working for now.

“It may take some time to put a new plan into action,” she began again, her confidence genuine now whereas before she had been struggling to maintain it, “But I can assure you that, when the day comes, Equestria will be ours.”

She did not receive the cheers and applause she had been expecting. Instead there were murmurs and looks of skepticism all across the crowd. Clearly she hadn’t won them over completely but it would have to do for now.

The green flames died down and the changelings began to turn and exit the chamber. The only ones who remained were those few who still swore undying loyalty to her. When the last members of the mob had disappeared beyond the entrance, Chrysalis sat down on her throne and breathed a heavy sigh, one of both relief and dejection. She had barely gotten out of that situation but could very well have dug her own grave. If her next plan, whatever that was, were to fail, there would be no retribution.

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

The Changeling Kingdom, as they called it, wasn’t really much of a kingdom at all. It consisted of many forests, open plains and a few mountains. To the average pony who didn’t know any better, it might seem like a picturesque expanse of land suspended in a perpetual autumn. All of the flora in this land were decorated with golds, reds and oranges the year round. Ponies used to live there once upon a time, but when the changelings showed up it was fight or flight. Those who chose to fight were likely never seen again, or perhaps they were if their killers decided to make use of their shapeshifting abilities. Whatever the case, with no ponies around to regulate the weather and seasons, the land was left as it currently sits and the changelings made their home there. Now nopony is foolish enough to go near the place.

“I’m fed up with all of this.”

From a grove within one of the kingdom’s many forests, sat a small community of changelings. The village was made up of six houses, though ‘houses’ may not be the most accurate term. They may be better described as "hovels," slapped together with logs, sticks and rocks so that they vaguely resembled homes.

From the center of this village one could hear a conversation between a trio of changelings.

“You're not really going to leave, are you?” said the sole female changeling in the group. Her mane was long, straight, colored a deep, almost black, shade of purple and, as is normal for changelings, full of strange holes. Her eyes, in complete contrast to the rest of her body, were bright pink and clearly showing her concern.

The male she was addressing had a short, somewhat scruffy, navy blue mane and his eyes were a dark shade of green.

“Do you really still trust her after what happened?” he said, answering her question with another.

“Well...yeah,” she said sheepishly. “I think she deserves a second chance, she promised that next ti-”

“Don’t you get it?” he interrupted. “She only said that to cover her own hide.” The female winced as he snapped at her. “You’re just like the rest of them, Chamella. A mindless drone who’s easily persuaded by a simple pep talk. That’s not enough to convince me that she deserves another chance.”

Chamella’s eyes lowered to stare at the ground in defeat. She wasn’t very good at arguing.

“So, what, you’re gonna up and leave just because of that?” asked the other male. His jet black body was complemented by the deep red colors of his eyes and spiky mane.

“Why wouldn’t I?” he responded. “To be honest, I’m surprised you’re not up-in-arms about this too, Guise.”

Guise smirked. “Sure, I’m upset. But that doesn’t mean I’m gonna do something stupid like run off all by myself.”

“And why not? You have every reason to.”

“Let me ask you something, Shade,” Guise began. “What do you plan to do? After you leave the Changeling Kingdom that is.”

“I’m gonna do what Chrysalis promised us but failed to deliver. I'm going to find a better life for myself. I’m sick of living in this desolate forest,” Shade answered, glaring at Guise.

Guise nodded, the smirk having not yet left his face. “And how exactly do you plan to do that? Don’t tell me you’re gonna try to co-exist with those ponies.”

Shade didn’t deliver a response. He simply continued to stare down Guise.

“You do? You can’t be serious.” Guise replaced his smirk with a full smile, accompanied by raucous laughter. “You idiot. There’s a reason we live in this ‘desolate forest’ in the first place; those ponies hate us.”

“Judging from what I’ve seen and heard, ponies can be very accepting. They co-exist with griffons, zebras, even dragons. It’s not much of a stretch to think they’d be willing to give a changeling a fair shake.”

“See, now you’re just being a hypocrite,” Guise stated flatly. “You won’t give Chrysalis a second chance, but you expect the ponies to do so for you? To them, we’re just monsters who seek to ruin lives for our own selfish gain. The only way you could live with them is if you were to disguise yourself as one.”

“Is that your plan, Shade?” Chamella asked, concern still evident in her voice.

“No,” Shade said bluntly. “Like I said, it’s not improbable that they’d be willing to accept me into their society. It may take a bit of convincing, but I think I can pull it off.”

“And when you’ve finally earned their trust, you swoop in for the kill,” Guise joked, earning a disapproving stare from his two companions.

“You don’t have to leave, Shade,” Chamella said. “Can’t you just stay until we know what Queen Chrysalis has planned?”

Before Shade could answer, Guise cut in. “It doesn’t matter anyway. I’d wager that he comes crawling back within the week, run out of whatever town he ends up in,” he laughed. “Face it, Shade, you’re just as lost as the rest of us without a leader. Unless you find somepony you wanna impersonate, you’re not gonna have a clue what to do with yourself. After all, changelings don’t have cutie marks or special talents like ponies do.”

Shade didn’t dignify him with a response. He simply turned around and began to walk toward the path out of the forest.

“Please don’t go,” Chamella pleaded, her voice barely above a whisper but enough for Shade to hear her.

He stopped walking and turned his head to face her. The anger that could be seen in his eyes beforehand was replaced by a more somber expression. “You’re free to come with me, you know?” he said as if the option should have been apparent in the first place.

Chamella didn’t respond and turned her gaze to the ground again.

“She can’t leave,” Guise spoke for her. “If she left it would be the same as abandoning her queen.” He turned to Chamella with a grin on his face. “Isn’t that right?”

She didn’t look at Guise. She didn’t even nod to answer his question. She only lifted her eyes to look back at Shade. Even though she said nothing, he could see what her answer was from her apologetic expression.

“Fine,” Shade said, accepting her decision, as he turned around and continued leaving.

Chamella wanted to call out to him, ask him once again to reconsider, but she couldn’t find her voice anymore. She just stood there as she watched him leave.

“Tch,” Guise scoffed as he turned around to head back to his house. “Don’t come crying to me when you get back, Shade,” he called out behind him. “All you’ll get is an ‘I told you so.’”

Chamella now stood in the center of the village by herself. She could see out of the corner of her eyes that some of the other changelings that lived there with them had been eavesdropping on their conversation, but that was of little concern to her right now. She was letting one of her best friends walk out of her life, possibly forever. With a defeated sigh, she resigned herself to her home, hoping that when she awoke in the morning, this would all turn out to be a bad dream or, at the very least, find that Shade had changed his mind and come back.

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

Shade stood gazing at the expanse in front of him. At his hooves were the dried up blades of golden-colored grass that covered most of the Changeling Kingdom, but just a few feet away was the beginning of an ocean of vibrant, green meadows dotted with many beautiful flowers and healthy trees. Where his home was forever frozen in autumn, the rest of Equestria was in the middle of Spring. The only time he had ever left his home was a few days ago, when Chrysalis had led her invasion of Canterlot. During that time, however, he hadn’t had the chance to see how truly beautiful that kingdom was.

He took his first step out of Chrysalis’s kingdom and into Celestia’s. The grass did not crunch under his hoof, it rustled slightly instead. He felt a coldness from the morning dew on his leg. A refreshing coldness. As he let the cool breeze blow through his mane, he closed his eyes and inhaled deeply, taking in the aromatic scent of the flowers as it was carried by the wind.

This is it, he thought. My new home.

Shade had been walking ever since the sun had first peaked out from beyond the horizon. No matter how hard he had tried, he just couldn’t seem to get any sleep. It wasn’t because he was nervous about living somewhere new and it wasn’t because he was already starting to feel homesick. He was excited. The sole reason he slept--or at least tried--was so he could feel rested and energetic the next day. It didn’t really matter in the end though. His anticipation of a new, better life was enough to give him the energy to keep going, even if his eyes were feeling a little heavy.

Many thoughts began to pervade his mind: Where will I end up? Who will I meet? Are these ponies as friendly as I’ve heard they are? Am I doing the right thing? The more he thought, the more doubt began to fester in his mind. He shook his head, trying to jostle these thoughts loose before they started to take root. He’d made his decision. There was no going back now. Well, he could, but Guise would never let him hear the end of it. Besides, he hadn’t lost his resolve just yet.

Shade was definitely enjoying his alone time on this trek. He saw wild animals frolicking, he had stopped to taste the clear, fresh waters of a quiet stream and he even lay down in the soft, moist grass at one point, not to sleep, but just to enjoy the sensation of lying under the sun on a perfect spring morning. He could certainly get used to this.

As he crested the next hill, something appeared before him that changed up the peaceful, grassy landscape he’d been traversing until now: a forest. A green forest. Not the same greens that he saw in the grass and trees he’d been walking past for the last few hours however. The trees of this forest were a darker, almost sickly green. Even from this distance he could see that long vines and twisted roots protruded from them. It was a far cry from what he had seen thus far and reminded him a little too much of the forests from his former home.

As he made his way closer to the treeline, a feeling of uneasiness washed over him. Something about this place made his spine tingle. He could have flown over it, sure, but he never really cared for flying very much in the past. He was the type to stop and smell the roses. Besides, he had flown over Equestria before during the invasion, he wanted to get up close and personal with this new kingdom, even if it meant hiking through these eerie woods.

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

If Shade had felt uneasy before, it was nothing compared to actually being in the forest. Everywhere he went, he felt like there were eyes watching him at all times, even if there were clearly no animals nearby. It was as if the trees themselves were watching, waiting for him to show some sign of weakness before they strike and do who-knows-what. At one point he could swear he saw a face on the worn bark of a knotted trunk.

He was beginning to regret not flying over this place. Looking up he could see that that wasn’t really a viable option right now. The forest canopy completely blocked out the sky in a tangled net of vines and jagged branches. If he tried to fly up, he’d be ensnared like a fly in a web, resigned to a fate of being a meal for whatever the first foul predator it was that happened upon him.

Turning back now was also out of the question. He had only been in there for around ten minutes but already found himself quite lost. It seemed like whenever he walked more than ten feet, he’d turn around and see that the path behind him looked completely different. He didn’t know if it was just his mind playing tricks on him or if this place really did have a mind of it’s own.

With the sunlight completely blotted out, the forest was pitch black. The only reason he could see to any degree right now was because changelings were nocturnal creatures by nature. They could spend a great deal of time in the sun just fine, but hunting usually occurred during the night. If it were a normal pony in his position right now, they’d be wandering blindly and would be much worse off than he was. He’d never truly appreciated being nocturnal until now and was thanking his lucky stars for that gift.

An hour had passed since he had gotten here or, at least, that’s what it felt like. Without a clear view of the sun and sky he couldn’t accurately gauge time. He thought of where the sun had been positioned before he had entered the forest. If he was recalling correctly, then he remembered it being almost directly above him, which meant it had almost been noon. By that estimate, it was probably well past noon now, perhaps almost one. But, again, he was just guessing.

This place was starting to get the better of him now. His legs were beginning to hurt, his hooves throbbing in protest to his walking. Either his sleepless night was catching up to him or the forest was actually sapping his energy somehow. At this point, he wouldn’t have been surprised if it had been the latter. Whatever the case, he needed to rest, just to get his muscles to stop aching. He definitely was not going to risk taking a nap in this creepy place. He stopped walking and stretched his tired muscles, letting out a long yawn as he did so.

There was a sound, like a sharp inhalation. A gasp of breath.

Shade froze. Up until now he had thought he heard noises coming from shrubs and trees and whatnot, but, considering he hadn’t seen another living creature since he’d been here, he had chalked it up to paranoia. But that was clearly not just the wind. He stood perfectly still, listening intently for whatever is was that made that noise.

Breathing. That’s what he was hearing. He could hear the haggard breath of some unknown creature nearby. He tried to focus on the direction that it was coming from.

Behind me? Shade slowly turned his head, trying to avoid making any sudden movements so as not to provoke this potential threat into attacking him.

What he saw was most assuredly not what he was expecting. A unicorn, laying against the tree he had just passed, hidden between its large twisted roots. It was a stallion with a short, cobalt mane. His cutie mark was some strange symbol he had never seen before, like a black cross with an arrow at each end.

But by far his most noticeable feature was his otherwise pristine, white coat, stained red with his own blood. He had a large gash in his side that was bleeding profusely. The pool of blood that had accumulated on the dirt and grass beneath him suggested that he had been here for some time. Shade’s eyes followed a trail of blood that led from the unicorn to the bushes off to his right. It was obvious that he had been attacked by something, but by what Shade had no idea nor did he want to think too hard about it. It was probably by some stroke of pure luck he was even able to escape with his life.

He was still breathing at least. If he wasn’t, then Shade may not have even noticed him and continued his trek through the woods, none the wiser. Although now it was difficult not to notice the pungent odor of freshly spilled blood overpowering the various other strange scents of this forest.

The unicorn was shivering. Not surprising considering how much blood he’d lost. But it may not have been the loss of body heat that was causing his trembling. He was staring straight at Shade, his emerald eyes wide and pupils shrunk down to the size of pin pricks.

He was afraid.

Shade chanced a quick glance behind himself to make sure he hadn’t been staring past him at something that may have been sneaking up from behind instead of directly at him. When he saw nothing there he took a cautious step closer to the shuddering pony. The unicorn weakly kicked his legs at the dirt, huddling closer to the tree. Shade stopped in his tracks.

Is he afraid of...me?

After what this pony had no doubt been through, he shouldn’t have been surprised. Shade would be scared too if he had been mauled by some vicious beast to near death.

“Calm down,” Shade said quietly, both to try and comfort the unicorn and to avoid attracting the attention of any nearby threats. “I’m not going to hurt you. I want to help.” He honestly didn’t even know if he could help at this point. He didn’t know how to treat wounds like this, plus he had no idea where to find somepony who could help.

“S-stay away,” the stallion stammered weakly.

“Listen, I just want to help you,” his attempt at comforting him didn’t seem to be working too well.

“Yeah, sure,” he said sarcastically, his terror-filled expression turning into a scowl, but fear still evident in his voice. “I let you try and help me, then you do away with me and take my place.”

It seemed the changelings' reputation had preceded him.

“That’s not true,” Shade defended. “I’m not like them. At least, not anymore.”

“Right, and I’m supposed to believe a changeling, the masters of deception?” he spat, raising his voice slightly. Doing so put too much strain on his throat and caused him to cough up a little blood. “I’d rather bleed to death right here before I accept any ‘help’ from one of you...monsters.”

That last word hit Shade hard. It was just like Guise had said. But he steeled himself and found his resolve.

“Look, I’m going to help you whether you want it or not, I’m not like the other changelings,” Shade said firmly before taking a few steps closer to the injured unicorn.

The fear returned to his eyes once more, “N-no, stay back! G-get away from me!”

His panic quickly led to convulsions. He squeezed his eyes shut, clearly in great pain. Shade dared not to take another step closer. His eyes reopened. Whatever energy the stallion had left had been spent and he lay limp on the ground. His gaze slowly turned back to Shade. Without another word, the unicorn’s eyes slowly shut and the sound of his breathing dissipated.

Shade stood motionless for several minutes, taking in what had just happened. The first pony he met since leaving home had just died right in front of him. If anything was going to make him question his decision to leave the Changeling Kingdom, this was it.

That pony had called him a monster, said he’d rather die than accept his help...and he did. Did everypony really see changelings this way? If so, would it really be worth it to try and befriend them? Maybe Guise was right...

Maybe...but that didn’t mean he didn’t still want to try.

It wasn’t something he wanted to do. He had told Guise and Chamella that he wouldn’t impersonate anypony. He wanted to prove he could live with them as he was, not as somepony else. But after what he had just experienced, did he really have a choice?

Shade continued to stare at the lifeless unicorn laying before him, contemplating what he would do.

With great remorse, Shade shut his eyes. His curved horn began to glow with an eerie, green aura and his body became enveloped in emerald flames.

When the flames died down, there was no longer a changeling standing in that forest. In his place was a white-coated unicorn stallion with a short, blue mane and a strange cutie mark in the shape of a black cross adorned with four arrows.

Shade was the spitting image of the pony whose body lay in front of him. The only difference was the lack of blood on his coat. It made him feel guilty. Impersonating a dead pony was easy. There was nopony who could rat him out. It felt like he was cheating somehow.

He didn’t want to remain there any longer. If he did, he feared he’d become sick, partly from being so close to the dead pony and having the impermeable scent of blood filling his nostrils, and partly because he was disgusted with himself for stooping so low. He turned his back to the body and returned to his trek through the seemingly endless forest.

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

This wasn’t the plan. This wasn’t the plan at all.

He had left the Changeling Kingdom with the intent to better himself and create a better image of his people in the eyes of the ponies. But now that seemed like a fool’s errand. What confidence he had in himself had been shot. If somepony on the brink of death wasn’t willing to accept a hoof extended in concern for another’s well being, what hope did he have with the ones who were alive and healthy?

This didn’t mean he had completely given up, however. Maybe he wouldn’t be able to redeem the changeling’s sour reputation, but he still had a chance at becoming an upstanding and productive member of pony society, even if that meant posing as one.

Shade couldn’t concentrate on these problems anymore. There were more immediate things occupying his mind: his lack of sleep and his aching hooves. It must have been mid-afternoon by now. He’d been hiking through the trees for a few hours with no end in sight. He assured himself that if he continued walking straight ahead he’d eventually find an exit. The densely packed foliage made that rather difficult. On multiple occasions he had been forced to change his path in order to negotiate around a patch of brambles or a large, fallen tree. He could very well have been walking in circles for all he knew.

He couldn’t take it anymore. Shade collapsed onto the ground with a thud and sighed deeply. Despite the current situation and recent events, a smile crept onto his face. He was happy just to be off his hooves for any length of time. The pain slowly melted away, but as for his weariness, he still didn’t have the courage to try and fall asleep here. That would have to wait until he got out of the forest. He tried to force his eyes to remain open. He was afraid that if they were to close for even a second he would drift off to dreamland immediately.

Something caught his eye. Through the bushes ahead of him he could see something: a flickering light. He rose to his hooves again, his curiosity overriding the complaints of his weary muscles. Shade slowly crept towards the shrubs. This light could very well be from some unknown creature and he wasn’t about get complacent. He carefully parted the leaves and twigs, making as little noise as possible.

A house? Here?

At least, he assumed it was a house. From the outside, it looked like a large, twisted tree. It’s mangled branches and roots made it look rather sinister. The light he had seen was being emitted by several lanterns teeming with fireflies hanging from the walls of the building. The place itself honestly didn’t look much better than the changeling’s had back home. It was certainly more stable though, and more decorated, with various bizarre markings and objects plastered all about the abode. It was obvious that somepony lived here, but the question was, why would somepony want to live here?

Shade emerged from his hiding place to investigate further. Surely if somepony did live here, they probably knew the forest well and if they knew the forest then they could lead him out. He’d finally be free of this accursed place.

He approached the building, walking around it until he found the door. Doors were a luxury for changelings. If you could manage to attach a door to your house back home, you’d be the envy of all your neighbors. Everyone else would have to deal with the cold night winds and wild animals wandering in and stealing the food they worked so hard to gather the previous day. Most of the ones who did have a door usually didn’t for long. It would either be torn off by said wild animals, blown away by a strong breeze or outright stolen by other, jealous changelings.

Shade raised his hoof and knocked gently on the door.

No answer.

It was unlikely that whoever owned this place wouldn’t have heard him; the house wasn’t very big. Shade hopped down from the steps at the entrance and sauntered over to a window he saw beforehand. Rising up on his hind legs and planting his front hooves on the windowsill, he peeked inside.

The inside was even more odd than the outside. Again, like the outside, the walls were lined with what looked like masks of some sort and other strange trinkets he didn’t recognize. There were also several shelves that held bottles of some type of liquid. He hadn’t a clue what they could have been though. Most of them were stored in brown containers that looked like they may have been made of wood or stone, but some were in transparent, glass bottles, clearly showing their contents. The mixtures were of varying colors; red, green, blue, purple, orange, even black. He had to wonder if these were even intended for consumption. Perhaps the most unusual thing in the room was a large, black, cast-iron cauldron. It was filled to the brim with some sickly, green liquid and Shade could see chunks of...something floating in the broth. A flame had been lit underneath the pot indicating that somepony was here recently.

Shade dropped his hooves back onto the dirt. “Well, they may not be home right now, but they have to come back sometime, right?” he said to himself. He planted himself on the steps and waited patiently. For all he knew, they might have suffered the same fate as that other pony. Heck, that pony might have been the owner of this place. He let out a hopeless sigh realizing he could be sitting here for days waiting for nopony.

“What is this I see before me? A strange pony alone in the Everfree?”

Shade turned his head sharply to his left, caught off guard by the voice that had somehow snuck up on him.

A pony! No, wait, she’s not a pony, she’s a zebra. Eh, close enough.

Shade had honestly never seen a zebra before, but knew enough to identify one. She was, as all zebra tend to be, covered from head to hoof with black and white stripes. She wore her mane in a similarly striped mohawk and her right foreleg and neck were adorned with golden rings. She was wearing a pair of saddlebags over here back that looked to be holding various types of plants. Shade didn’t know what they were for nor did he care much at the moment.

“Uh, hi,” Shade stammered, attempting to sound like he wasn’t hiding anything and doing a poor job of it. “Is this your house?”

The zebra smiled. “This is indeed my very own home. But tell me, what are you doing here all alone?” She walked closer to Shade.

“I...” He blanked. He hadn’t thought to come up with an excuse for why he was here or what he was doing. He was going to have to wing it...or simply tell the truth. “I was traveling,” he began, “And I wandered into this forest and got lost.” A simple and truthful explanation, although he purposefully left out some of the details.

“You are not from around here, I see. Most ponies know not to enter Everfree.”

“Everfree? Is that where am right now? Is this place really that dangerous?” Shade asked.

“That is correct, my unicorn friend. In the Everfree Forest, many ponies have met their end.”

Shade’s thoughts flashed with guilt. She had no idea that she was actually talking to one of those ponies.

“You look like you’ve been through quite a test. Why not come inside and have a rest?” she offered, flashing a friendly smile before climbing the steps and opening the door. Shade was beginning to realize that those rhymes were probably not a coincidence.

But she was right; all that wandering around the Everfree Forest had left him a little worse for wear. Looking at himself, he noticed that many small twigs and leaves had stuck fast to his white coat. He’d never have this problem if he had remained in his changeling form. Grooming must be quite a chore for these ponies. He had various nicks and scrapes on his legs as well. He had been in so much agony up until this point anyway so he had hardly noticed.

Shade followed the zebra into her home. He saw no reason to take in his new surroundings as he had already scanned the interior through the window, although now a fragrant aroma wafted about his nose. He couldn’t really tell if it was pleasant or repulsive. The only thing he could be certain of is that it was coming from that cauldron in the middle of the room.

“It is always a pleasure to meet somepony new,” the zebra began. “I am Zecora. What name has been given to you?”

He sat down on the floor near the cauldron. “Shade.” He didn’t even think before answering and was silently cursing himself for saying it. He just counted himself lucky that Zecora didn’t seem to recognize the pony he was imitating. He was really starting to wish that shapeshifting wasn't limited to one's memories of existing ponies, or, at the very least, that he had been able to get the name of the deceased unicorn. It would be bad news if he ended up running into somepony who recognized him.

Zecora flashed him a brief smile in acknowledgement before removing her saddlebags. She began to remove their contents and dropped them straight into the cauldron. Shade couldn’t help but voice his curiosity.

“What is that stuff? It smells weird.”

“It may seem strange to you pony bunch, but to me, I simply call it lunch.”

She was planning on eating that stuff? It looked like something that had already been eaten, tossed up and eaten again.

A loud, gurgling sound resonating throughout the abode. Shade glanced down at his stomach. The mere mention of food had apparently caught its attention, even if it was this stuff. He hadn’t eaten all day. Something about watching a pony die right in front of you had a way of ruining one’s appetite, but there was no ignoring it now.

Before Shade could even say a word, Zecora had placed a bowl in front of him filled with the green stew. The grumbling of his stomach had apparently been noticed and she sought to remedy it. A kind gesture, but not one Shade was sure he was brave enough to accept.

“It is a recipe from one of my homeland’s cookbooks. I assure you it is tastier than it looks.” Zecora had filled her own bowl with the broth and place her lips on its rim to take a sip.

Shade stared at the bowl with a skeptical grimace. He slowly levitated it towards his face. The closer it got to his nose, the more repelling the scent seemed to get, yet his belly was urging him to continue. With great trepidation, he finally put his lips to the bowl and allowed the concoction to pour into his mouth. He squeezed his eyes shut in preparation for whatever hideous flavor the soup decided to take.

He opened his eyes again. To his surprise and relief, it actually tasted pretty good, just as Zecora said. It had a somewhat earthy flavor, probably from the various herbs that she had mixed in. The chunks that floated within the brew he now recognized as vegetables. Bits of potatoes and carrots and turnips gave the soup a hearty aftertaste. He gladly took another sip, followed by a large gulp, downing half the bowl in just a few seconds, stopping only to breathe or chew the vegetable chunks.

It was strange though. It was not unheard of for changelings to eat plants and fruit, but for the most part they were carnivores and insectivores. However, he found himself enjoying this vegetarian dish and eating it with great zeal. He wasn’t sure if it should simply be attributed to his hunger or perhaps his current form was having an effect on his cravings. Either way he didn’t really care, food this good was a rare commodity to changelings. They never were ones to turn down an easy meal.

After consuming no less than three bowls of the bizarre, yet delicious, soup, Shade’s hunger was finally sated and Zecora had decided to strike up a conversation.

“So, you say you are a traveler, yes? For what reason are you on this quest?”

Again, Shade thought that the truth would be the easiest answer here. “I needed to get away from home. I wasn’t exactly enjoying the life I was living there, so I figured I’d try to find somewhere else to settle down.”

“Ah, then you’ve traversed all the proper fields and hills. You are but a hop, skip and a jump from fair Ponyville.”

“Ponyville?” How quaint.

“Indeed. After you have rested I can take you there. I will guide you through the forest, does that sound fair?”

“Yeah, that’d be great,” Shade exclaimed with great enthusiasm. “Thanks, Zecora.”

Zecora smiled and nodded, seemingly satisfied with the information she had received. Shade stood up and began to use his magic to pluck the debris from his coat. It probably would’ve been more courteous to do so before entering somepony else’s home, but Zecora didn’t seem to mind.

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

Shade felt much less apprehensive about going back out into the forest now that he had a trustworthy guide and had gotten his stamina back. Zecora was nice enough to let him get a few hours sleep before they left and he was grateful for the opportunity. Now that he had a destination in mind, he was enough at ease to actually get some much needed shut eye.

Any ounce of anxiety he was still experiencing had melted away in the conversation he had been having with Zecora. He tried desperately to keep the topic focused on her as he didn’t want to risk revealing too much about himself and he hadn’t fabricated a believable story yet.

Out of curiosity, he asked Zecora what kinds of creatures lived in the Everfree Forest, trying to get an idea of what might have attacked that unicorn. She made mention of animals he’d never heard of before; timberwolves, lupine creatures that seemed to have bodies totally comprised of wood and branches, and ursa minors and ursa majors, colossal bears with a coat resembling the night sky, were the most noteworthy in his mind. He made mental notes regarding any others she mentioned as well, such as manticores and river serpents.

He asked Zecora why she had decided to live in a place as fraught with peril as this. She responded by telling him that she had an extensive understanding of the behavior of those creatures and knew how to deal with them--or rather avoid them altogether. The Everfree Forest was also a prime locale to harvest medicinal herbs for making potions and ointments used for treating illnesses and wounds she told him. He made the connection in his head, realizing the purpose of all the bottled substances in her home. She apparently made a living by making these medicines and selling them in Ponyville.

Shade had been using his magic to help light the way as they went, hoping that Zecora wouldn’t find anything suspicious about the neon green glow that his horn was producing, but he soon discovered that it was no longer required. The path they were on was gradually becoming brighter. Looking up, he could actually see patches of sky through the treetops as the forest seemed to be getting less dense. He finally allowed his magic to dissipate when he saw a light further down the path.

“Do you see? It is just up ahead. We have found the exit, just as I said,” Zecora pointed out, a note of pride in her voice.

Shade couldn’t keep the smile off of his face. He was so glad to finally be out of that creepy forest. He made a short sprint to the exit and stopped just outside to take in the new sight before him.


A small, yet busy, community teeming with ponies left and right. He could hardly believe a town as vibrant and cheerful looking as this could be so close to a creepy, desolate place like the Everfree Forest.

Zecora leisurely trotted up next to him. “Everypony here is quite friendly. I’m sure you’ll soon have friends aplenty.”

“Thank you so much Zecora,” Shade said gratefully. “If there’s anything I can do to repay you for all you’ve done just name it.”

Zecora smiled. “What I’ve done for you is no chore. After all, isn’t that what friends are for?”

She turned around to return to the forest, waving a hoof to Shade as she left. He returned the gesture before focusing his attention back at the town before him.

“So, this is it, huh?” he mused.

He started towards the town, feeling nervous but excited all the same. Who will I meet? What are these ponies like? Will I make a good impression? These questions weren’t a hindrance to him in any way, if anything they just made him even more eager. A new, better life awaited just ahead of him.

Chapter 2: A Change of Scenery

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 2: A Change of Scenery


The bright, cheerful sun shined its warming light upon Ponyville. A peaceful breeze flowed through the air caressing the blades of grass, the leaves on the trees and the multi-colored mane of a certain cyan pegasus.

She had just finished clearing the sky of clouds, making sure to leave behind just one for her to recline upon like a large, fluffy pillow. It was a reward to herself for a job well done. She felt sorry for the earth ponies and unicorns, who didn’t have the privilege to experience such comfort. Laying on her back with her forelegs resting behind her head, she inhaled deeply through her nose, feeling the crisp, clean air fill her lungs before exhaling in a contented sigh.

The pegasus’ ears perked up at the familiar sound of somepony humming. It was a familiar tune, one she’d heard on many occasions; an instrumental version of one of the many musical numbers her friend was known for singing.

Her eyes opened slowly, allowing them to pinpoint the sun’s exact location so she could avoid staring straight at it. She rolled over onto her stomach and peeked over the edge of her cushy, sky-bed. Making her way down one of Ponyville’s streets was a familiar pink earth pony, bounding about as she headed towards her destination, humming happily.

“Hey, Pinkie Pie!” the pegasus called from above.

The pink pony stopped mid-bounce and craned her neck skyward to verify the source of the voice. “Oh, hiya, Rainbow Dash,” she called back with a smile before her hooves landed on the ground once again. “What’s up? I mean, besides you, hee hee!”

“Heh, nothing much, just chillin’ after a 'hard day’s work,'” Rainbow Dash replied smugly, the air quotes around those last few words practically visible. “Where're you headed?”

“I was just on my way to Twilight’s place. She said she found a neat cookbook in the library that has recipes for all sorts of exotic pastries!”

“Whoa whoa whoa, you’re gonna try some new recipes?” Rainbow asked with equal parts curiosity and excitement. The pink pony nodded in response, her curly mane bouncing with her rapidly bobbing head. “Sweet! Hey, mind if I join in as a taste tester?” Rainbow eagerly offered.

“Well, duh! You know I’d never test any new recipes without making you my official taste tester, Dashie.”

“Awesome! So what kind of stuff are you gonna bake? Cupcakes? Pies? Donuts? Cake? Cinnamon rolls?” Rainbow was beginning to drool, not so much asking anymore as she was fantasizing about all the delectable treats Pinkie Pie was known for making.

“I dunno yet; she didn’t tell me what exactly was in the book, just that it was a cookbook full of pastry recipes. So, of course, as a pastry chef I-”

The earth pony went silent and her expression turned to a steely gaze, but was staring at nothing in particular. Rainbow cocked an eyebrow. “Uh, you okay there, Pinks?”

“My Pinkie sense is tingling,” she stated in a low voice as she narrowed her eyes.

“‘P-Pinkie sense’?” Rainbow stammered, clearly concerned. She bolted off of her cloud in a flash, hovering in the air just in front of Pinkie Pie. “What’s gonna happen? Is somethin’ gonna fall?” Rainbow looked cautiously upward. “Should I watch for opening doors? Closing doors?!” She glanced around quickly to ensure that they were safe. “What, Pinkie?! What’s gonna happen?! I gotta know!” Rainbow yelled hysterically, shaking the pink earth pony by the shoulders.

Pinkie Pie shook her head to stop her eyes from bouncing around before responding, “Oh, not that Pinkie sense, silly. This is different.”

Rainbow reverted to being confused. “‘Different’?” Different how?”

“Gimmie a sec.” Pinkie narrowed her eyes again. Rainbow Dash stared at her as she looked to be deep in thought. She waved a hoof back and forth in front of the concentrating pony’s face, eliciting no reaction. Rainbow landed on the ground as she waited for Pinkie Pie to finish...whatever it was she was doing.

“New pony...” she whispered after a few moments of silence, her gaze remaining completely serious.

“Huh?” The pegasus could barely hear her.

New pony!” Pinkie Pie yelled at the top of her lungs as she sprang into the air. Once her hooves touched the ground again she took off past her friend in a streak of pink. Rainbow Dash spun wildly before ending up face down in the road. She shook her head and looked around frantically, trying to regain her bearings.

“Pinkie? Hey, where’d ya go?! Wait for me!”

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

A calming wind flowed through Shade’s fabricated, cobalt mane. The breeze filled him with a feeling of comfort and welcoming. Standing atop a short, stone bridge that arched over a small stream, the changeling-in-disguise gazed at the quaint, little town before him, wondering what exactly the future held for him living here.

Shade stepped off of the bridge and entered the town proper. Looking around he was astounded at how well the ponies here must have lived. Canterlot was a very posh, high-society city, but that was expected from a place inhabited by royalty. He hadn’t, however, expected the common citizens of Equestria to live nearly as comfortably. The homes that made up the small community were, admittedly, lacking originality. Many of the houses all looked the same: stone and wood constructs with sloping, thatched roofs. There was probably more to them than he was seeing from their exteriors alone, but figured that wasn’t really important right now. In any case, they were certainly leagues above what he was used to.

Aside from the standard housings, the newcomer noticed some buildings that stood out more than others. One, which appeared to be positioned in the very center of town, was a round, towering building with a very simplistic color scheme of off-white walls and a brown cone-shaped roof that ended in a pointed spire. A circular walkway surrounded the base of the structure and another on the second level. It was obvious that this building had some importance, but Shade couldn’t see anything indicating its purpose.

One structure in particular stuck out in his mind more than others though, but by all rights it really shouldn’t have. From a distance, one would believe it was simply a large oak tree, but upon closer inspection the plant form could be seen with many windows and balconies built into its thick trunk. Shade was legitimately impressed at the resourcefulness of these ponies. Instead of cutting the tree down and using its lumber as building materials, they had it hollowed out and transformed into a building itself.

Taking his mind off the homes of the town, the changeling instead focused his attention to its populace. Myriad ponies of all shapes, colors and sizes meandered about the community. Unicorns, pegasi and earth ponies seemed to share the town almost equally, although he noticed there appeared to be more earth ponies based on the numbers that were visible to him. The one thing that each and every one of them had in common were the smiles spread across each of their faces. Clearly this was a satisfying place to live. The smiles of the ponies were infectious and Shade found himself unable to resist joining in.

As he made his way further into town, he found comfort in the smiles and waves he received from passing ponies. They were showing him kindness and hospitality even though nopony knew him. At least, he hoped nopony knew him. Considering the disguise he was wearing was that of a unicorn he met in the Everfree Forest, which was so close to Ponyville, there was a distinct possibility that they did know him. That could complicate things. He tried not to let the worry show on his face, keeping his smile in place as best as he could.

Shade felt a strong gust of wind blow past him. Suddenly his vision had changed. Where he once saw houses and ponies there was now a solid wall of...pink?

What happened? What’s going on?

Shade blinked his eyes. Now his sight was obscured by two large, round, white discs with smaller blue discs in their centers. Then they blinked at him.

“Hi!” came an excited, high-pitched voice from directly in front of him.

“Gah!” Shade yelped and fell backwards onto his rear as the voice caught him by surprise.

“Oopsie. Sorry, didn’t mean to scare you,” the voice giggled.

Shade looked up to see a pink earth pony standing before him with a big, unimposing smile, batting her eyes innocently.

“Here, let me help you,” the apparent owner of the voice offered, extending a hoof to help pick him up off of the dirt. Shade tentatively accepted, still a little dazed from the mare’s sudden appearance.

She looked him up and down as one would if they were scrutinizing a work of art. The disguised changeling’s nervousness began to make its way back into his conscience. Why is she looking at me like that? Does my disguise have some sort of flaw? Is my cover blown already? The pink pony circled him once before stopping in front of him where she had been standing before, her cheery smile returning.

“Ah HA!” she excitedly bellowed in his face, forcing Shade to wince and take a step backwards. “I knew it! You are a new pony!”

“Wha-” Shade started but was promptly interrupted as the mare continued speaking.

“When my Pinkie sense started tingling, I figured that meant a new pony just arrived in town and here you are, new pony!”

“Your what?” There were so many questions he could have asked, but decided, for no particular reason, to concentrate on this ‘sense’ she mentioned.

“Pinkie sense,” she replied matter-of-factly. “Although this one is different from my other Pinkie sense.”

Shade just blinked to relay his befuddlement.

“See, my other Pinkie sense,” she continued, “Is when I get these little niggling feelings that help me predict the fuuuuuuuture...sorta. They’re kinda vague really. Like when my tail twitches, it means something’s gonna fall. I don’t know what or where, I just know that it’s gonna happen. Oh, and when my spine gets all tingly...”

Shade’s focus started to wane. She was talking so fast now he could barely make out a word she was saying. Who was this pony? What was this pony? It was as if she were some foal on an extreme sugar high after downing a dozen cups of espresso. He had heard that the average ponies of Equestria were friendly and welcoming but what if they were all like this pony? He may be in a little over his head.

“...then we found out that the hydra wasn’t ‘the doozy’ and ‘the doozy’ was actually Twilight believing in my Pinkie sense! Crazy, huh?”

Hearing silence for even a fraction of a second told him that she was finally finished talking. Wait, did she just tell a long-winded story in a matter of seconds or had he blanked out for longer than he thought? She was staring at him expectantly as if she were waiting for him to respond. Had she asked him a question?

“Uhhh...” That was all he could manage before she cut him off once again.

“Uh oh!” she gasped. “I was so caught up in my explanation that I totally forgot to ask for your name even after I told you mine! Wait a minute, I actually didn’t tell you my name. Wow, that’s even worse. If Rarity were here she’d probably scold me about bad manners in front of new ponies. She’d be all like, Pinkie, darling, you simply mustn’t forget proper etiquette when performing introductions with a stranger.” Her voice had shifted from its usual speed and pitch and she began to speak with an air of sophistication and class as she imitated this ‘Rarity’ pony. Was she even the same pony anymore? That was a complete contrast to her usual demeanor. Perhaps he’d have to look into meeting this ‘Rarity’. “Whoops,” she continued once more, “I’m starting to ramble again. I do that sometimes. Okay, a lot. Applejack says I could talk the ear off a--oh, darn it! Lemme do this before I get distracted again. Hi, I’m Pinkie Pie! What’s your name?”

Okay, she was definitely asking him a question this time. “Sh-Shade,” he shakily answered having briefly forgotten that he had a voice.

“Sh-Shade? That’s a funny name. Sounds foreign. Where ya from?”

“N-no, it’s just Shade,” he corrected.

“Oh, well, I guess that makes more sense.” There seemed to be a hint of disappointment in her voice. “But you can still answer my question, right? Where ya from?”

...Crap. This was bad. Shade’s stomach began knotting up and he felt like the lunch Zecora had shared with him was going to come back to say hi. He was hoping to make a new start here, yet he hadn’t put any thought into fabricating a believable backstory up until now. His mind started firing off possible ideas like an overactive assembly line, many of them ending up crumpled up and tossed into a mental trash can which was quickly beginning to spill over. He tried to reach out for anything he could use, any name that he may have heard of over the years.

“Las...Pegasus?” Was that right? He certainly hoped so. He was grasping at straws here.

“Ooooo, Las Pegasus. The city that never sleeps. The windy city. The city of lights. Or maybe none of those things, but it's still a cool place!”

Shade breathed a sigh of relief. Good, it was a gamble, but his bluff payed off.

“I’ve never been there before. What’s it like?”

And the assembly line kicks into overdrive.

‘What’s it like?’ What was it like? He only knew the name; he hadn’t a clue how the city actually functioned or how the ponies there behaved. Did only pegasi live there? No, she certainly would have pointed out such a contradiction. Maybe something she said could help him. What did she say? ‘The city that never sleeps’? Okay, that’s something. That probably means it’s an active place. Lots of stuff going on around the clock. Time for another shot in the dark.

“It’s...pretty...busy?” He stopped to see how the pink pony would react. She just stared at him, unblinking. “And loud,” he added, “And...crowded?” He didn’t dare go any further in fear of saying something that she might perceive as odd, although his clearly visible anxiety might do a good job of that.

“That sounds kinda negative,” she said with a frown. “I’d have thought it was super fun and exciting! I heard it's like party central or something!”

That response did nothing to ease Shade’s worry. But an idea struck him. He could just do the same thing he did when he spoke with Zecora.

“Well,” he started, trying his best to force his confidence back up, “When you’ve lived there your whole life it starts getting a little mundane and sometimes you just want to get a little peace and quiet, you know?” Truer words were never spoken. Even though Zecora was nice enough to let him get an hour or two of shuteye, he was still pretty exhausted. “That’s the whole reason I left. I was getting sick and tired of doing the same thing day in and day out but getting nothing out of it.” He had to stop himself before he really started getting too personal. He didn’t want to accidentally let slip something about Chrysalis or the changelings. That could spell trouble.

“I understand,” she said in the calmest voice he had heard her use yet. “My friends told me that I can go overboard with my parties sometimes and if I have one everyday they’ll start getting boring. And I don’t want my parties to be boring.” Her level tone was almost unnerving. “Wait, does that mean you were planning to move here?” she said with what seemed to be a growing anticipation. Shade almost didn’t want to answer that question. He feared the implications of his response.

“Pinkie Pie! There you are!”

The eyes of both ponies turned skyward to identify the new, beckoning voice: A cyan pegasus with a rainbow-streaked mane and tail. She flew closer to the two earthbound ponies, her wings sparking a gust of wind that ruffled Shade’s mane.

“Man, Pinkie, when you took off I started looking everywhere for you. You bolted so fast I couldn’t tell what way you went. What’s the rush and what was all that about a new-” The pegasus trailed off as her eyes finally picked up the presence of a unicorn stallion standing nearby.

“Oh, yeah,” Pinkie Pie started. “Rainbow Dash, this is Shade. He’s a new pony in town. New pony Shade, this is my very awesome friend, Rainbow Dash!”

“New pony, huh?” the rainbow-maned pegasus said with curiosity as she looked him up and down. “Cool, nice to meet ya.” She held out her hoof to him. Shade lifted his own to accept her offer, their hooves clacking as they met. That must’ve been a ‘hoofbump.’ He thought he heard about that somewhere before. Changelings weren’t exactly known to exchange pleasantries like that.

“Likewise,” Shade said in return. He remained silent for a moment, narrowing his eyes as he sized up the pegasus. A sudden realization dawned on him. Wait a minute. A pegasus with a rainbow striped mane? His eyes went wide as he now recognized who he was talking to. Crap! She’s one of them! One of those six! The ones who helped stop Chrysalis! What did she call them? The bearers of the Elements of Harmony!? He vividly remembered the day of invasion. While Chrysalis had Princess Celestia subdued in the castle’s throne room, he and the rest of the Changelings were busy fighting off a group of only six ponies and somehow being beaten by them! Now that he thought about it, this pink pony was there too. She was one them as well! Great. Of all the towns in all of Equestria he could have wound up in, he had to come here, where two of the bearers of the Elements of Harmony lived.

“Uh, you okay there, new guy?”

The pegasus’s voice snapped him out of his stupor and he returned to the present day. He hadn’t realized he had been completely silent for about a minute now.

Okay, gotta play it cool. I can’t let them pick up on anything that might make me seem suspicious.

“Y-yeah, fine, heh,” Shade’s voice cracked as he forced a smile. I should leave. I should just leave. Find another town to live in. Anywhere but here!

“Alright then. So, what’s your story, Shade?” Rainbow Dash asked as she landed on the ground next to her pink friend. Somehow it seemed neither of them had picked up on his nervousness. Were all the ponies around here really this trusting?

Shade decided that he needed to keep up appearances. He really couldn’t risk searching out a new town. Who knows how long it would take? And he was definitely not going back home.

He was about to respond to her question with the same explanation he had given to Pinkie Pie, but was, once again, interrupted before he could start.

“He’s from Lllllllllas Pegasus,” the hyperactive earth pony answered for him.

“Wow, Las Pegasus, really?” the pegasus said as if somehow where he was from was something to be impressed by. “That place is awesome! I mean, I’ve only been there once a few years ago when I went to see one of The Wonderbolts shows, but I had the time of my life!” She looked like she was starting to lose herself in her reminiscing, staring into space with an eager smile. She came back to reality wearing a quizzical look. “Why would you wanna leave a place like that to visit boring ol’ Ponyville?”

Pinkie Pie started recounting Shade’s earlier story to her winged friend. The pegasus looked like she was struggling to keep up though as the earth pony explained, somehow making the story longer than the original.

“Yeah, yeah, okay, I get it, Pinkie,” Rainbow Dash said attempting to stop Pinkie Pie’s incessant rambling. “He wants some peace and quiet. I gotcha.” She turned her attention over to the unicorn. “So, what, are you planning to move here or something?”

“Oh yeah!” Pinkie Pie gasped. “That’s what I was asking before Dashie showed up! So, are you?”

The two ponies’ stares were starting to make him uncomfortable. One set of magenta eyes looking at him with slight curiosity and another set of blue accompanied by a grin as wide as her muzzle would allow.

“Uh, yeah, I guess so.” For some reason he didn’t want to match Pinkie’s level of excitement with his answer. And he was about to find out why.

The pink earth pony began to visibly shake with anticipation. Both Shade and Rainbow Dash took a step back for fear that she may spontaneously combust. Without any warning Pinkie Pie suddenly rocketed into the air, leaving an explosion of confetti in her wake. Shade fell backwards landing on his back, due both to the surprise and force of the display.

“Oh boy,” Rainbow Dash groaned, planting a hoof on her face.

“What? W-what did I say?” Shade stammered, unable to grasp what was happening.

“You’ll see.”

The excited earth pony finally landed back on terra firma.


Everypony within earshot--which was most likely everypony in town given the volume of her voice--shared worried glances and began to disperse from the area. Shade didn’t blame them.

“Oh, I should get my Welcome Wagon! No, wait, it’s out for repairs from when Roseluck’s parents came to visit. Maybe I could-”

“Pinkie, don’t you think you should give him a chance to settle in before throwing a huge party? You don’t want to scare him off, right?” Rainbow Dash suggested jokingly, nudging her with an elbow.

“Hmm,” Pinkie hummed in contemplation. “Yeah, I guess.” She was visibly disheartened.

“Speaking of which,” the pegasus continued, “Where are you planning to live? I don’t remember there being any houses on the market lately and I don’t see any of your luggage or anything.”

Uh oh. Shade seemed to have painted himself into a corner now. This whole encounter with these ponies was just a complete roller coaster of distress; just when he thought he was in the clear, they would address another loophole in his plan.

A bead of sweat ran down his face. How was he supposed to get out of this mess?

“I, uh...” His mind raced for a reason--any reason--he could come up with that could be considered even remotely plausible. “I...made my decision to leave so abruptly that I forgot about that stuff?” Nice save, genius. ‘I forgot’? What’s wrong with you? They’re gonna figure you out for su-

“Well, that makes sense,” Pinkie Pie said with complete sincerity.


“I mean, anypony would be soooo excited about moving to such an marve-licious place as Ponyville that they’re bound to forget a few details.”

He should thank her; drop to his knees and cry tears of gratitude.

“Seems pretty careless if you ask me,” Rainbow Dash interjected. “But even somepony as awesome as me has been know to forget stuff every now and then. In any case, I guess that means you’re gonna be looking for a place to crash since I assume you probably don’t have family here either.”

Shade nodded in acknowledgement.

“Well, I’d love to help, but we’ve got plans, right, Pinkie?” she addressed her pink friend.

“Hmm? Oh yeah, the cookbook! I totally spaced!” the overactive pony yelled in sudden realization. “I gotta get going! Dash, can you wait for me at Sugarcube Corner? I’ll be back in a jiffy.”

“Sure thing, Pinks. Later, new guy.” The pegasus took to the air and streaked across town at an impressive speed, leaving a vibrant, rainbow trail in her wake.

Pinkie Pie also bid him farewell as she continued on her merry way, bouncing happily down the street. She suddenly stopped in mid-air.

“Wait a minute.” She dropped to the ground and scuttled backwards toward Shade again. “Maybe Twilight can help you.”

“Who’s Twilight?” He asked with a cocked eyebrow.

“She’s another friend of mine who’s totally super smart and stuff, so maybe she can help you find somewhere to stay.”

“Yeah, sounds good,” he said with a grateful smile. “Any help would be great.”

“Good! Then let’s get going! To Twilight’s library!” She took off ahead of him forcing Shade to quickly register what was happening and chase after her.

“H-hey! Hold up!”

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

Well, this was probably the last place he expected the party pony to lead him.

Standing tall before them was the large, hollowed-out oak tree Shade had observed when he had first arrived in town. Admittedly, he had been curious about this place since he first laid eyes on it and would have checked it out eventually anyway. Now’s as good a time as ever.

“Here we are!” Pinkie immediately opened the door and walked straight inside without so much as knocking.

I guess she left her manners back at the town square.

Shade followed her inside and finally had a chance to get a good look at the interior of the plant-form-turned-building. His jaw slacked in awe as he gazed at his surroundings. The entire first floor was a large circular room closely matching the circumference of the whole tree trunk. In the center of the room stood a round reading table decorated with some sort of wooden ornament shaped like a pony’s head. Various writing desks could be seen near some of the windows allowing those using them to have a good source of natural light. A few of them were already covered in parchments, many of which lay crumpled up in and around a nearby wastebasket. The ceiling above them was emblazoned with a beautiful sun-shaped mural. He wouldn’t have been surprised if it illuminated the place at night, though something about it made him feel uneasy...

But by far the most outstanding feature was the walls--or lack thereof as the case seemed to be. Lining the full perimeter of the room--with the exception of an area occupied by a staircase leading to the second floor--were dozens of bookshelves housing what must have been hundreds, maybe thousands, of books. And more, still, lay haphazardly about the room. It was more than a little intimidating, especially considering that Shade--or most changelings for that matter--didn’t know how to read.


Shade jumped at the sound and volume of Pinkie’s voice as she called out. His ear caught the full force of a point-blank Pinkie Pie blare.

The pair heard a series of thumps coming from a closed room near the top of the staircase followed by a muffled "Ow." The door opened to reveal a lavender, unicorn mare wearing an annoyed scowl and a bump on her head.

“Geez, Pinkie, you don’t have to yell so loud, the library’s not that big,” she said as she nursed the swollen bump with a hoof.

Oh no. No, no, no, no, NO! Not her! Anypony but her!

Shade had to muster every ounce of willpower he had to prevent himself from having a panic attack. He recognized this pony immediately. She was the one who had seen through Chrysalis’s disguise. She was the one who had freed Princess Mi Amore Cadenza from her prison underneath Canterlot. She was the one who lead those other five mares in their battle against the changelings and almost won! She was the reason the invasion was a complete, resounding failure!

“Oops, sorry, Twilight. Guess you were probably doin’ some research, huh?” Pinkie Pie apologized.

This is bad. Very, very, bad!

“Yeah, but I suppose it’s my own fault,” Twilight said as she descended the staircase. “I knew you were coming over today so I should have been prepared.”

If she could expose THE QUEEN OF THE CHANGELINGS, then there’s no way I’m gonna fool her!

Shade suddenly felt himself overcome with an unusual sense of acceptance. Well, that’s it. I didn’t even make it one day. Congrats, Guise, you were right.

Shade was already beginning to plan his trip home--provided he wasn’t arrested and thrown in prison before he could escape.

“Hi, it’s nice to meet you. I’m Twilight Sparkle.”

That’s an odd thing to say when arresting somepony.

He glanced up to see the purple scheme-destroyer smiling at him. Pinkie Pie had apparently done all the introductions while he was in his state of near-mental meltdown and, by some freak miracle, she was fooled by his disguise.

“I’m Sh-Shade,” he said shakily, still not entirely convinced that he was safe.

“Don’t fall for that, Twi, that’s a fake name. I already said his real name is Shade,” Pinkie Pie corrected.

“Oh, alright,” Twilight chuckled and rolled her eyes, humoring her naïve, pink friend.

“Now, I’d love to stay and watch you two become friends and everything, but I already made plans with Dashie and I can’t keep her waiting. You know how impatient she is.”

“Now that’s the pot calling the kettle black,” Twilight laughed.

Pinkie Pie looked around in confusion. “Uh, Twilight? We’re not in the kitchen. There’re no pots or kettles in here. And, as neat as that would be, I don’t think they can talk either.”

“Right you are,” Twilight said, hoping to get away from the bad comedy routine and back on track. “Your recipe book is there on the table.”

“Okie dokie lokie!” She sprang over to the table. “Oh, be sure to stop by Sugarcube Corner when you get settled, Shade. We’ll have a big Welcome-to-Ponyville-Party for you!” She picked up the book in her mouth. “Fanks! Bah, Tilah! Bah, Sade!” she muffled before hopping out the door.

Shade breathed a sigh of relief. Although he wasn’t really worried about that one in particular exposing him, she was still completely exasperating and it was nice to get a little respite.


Well, so much for that.

“You’ll have to forgive Pinkie Pie. She’s a bit eccentric, but she’s kind of like Ponyville’s unofficial goodwill ambassador. She means well.”

Shade nervously nodded to show his understanding. Perfect. Now he was alone in a room with the pony who practically single-handedly foiled Chrysalis’s entire plot; the same plot she had been preparing for her whole life. Years of contemplation and dedication down the drain because of one. Little. Unicorn. She might be fooled now, but how long will it take for her to see through him? He’d just have to hold out for as long as possible. On the bright side, though, if he could fool Twilight Sparkle, he could probably fool anypony.

“Anyway, she said you’re moving to Ponyville and needed some help?”

“Y-yeah,” he answered tentatively.

“Okay, what exactly did you need help with?”

“Well, uh...” He tried to recount his previous conversation with Pinkie Pie and Rainbow Dash. “I need a place to live. I guess that would be the most imperative thing.”

Twilight opened her mouth to say something, but was cut off by another voice coming from the top of the staircase.

“Hey, Twilight, is Pinkie Pie gone yet?” the voice called out.

“Yes, Spike, she just left,” Twilight called back. “Honestly though, I thought you’d jump at the chance to ask her if you could help sample her latest confections.”

The source of the new voice made himself known as he walked down the stairs; a small baby dragon with purple scales and green spikes. Shade could vaguely remember catching a glimpse of what looked like a small dragon when he was in Canterlot. It must’ve been this same one.

“Normally, yeah, but she said Rainbow Dash was gonna be there and I don’t wanna risk having one of my claws bitten off.”

Shade couldn’t tell if that was an exaggeration or not.

“Who’s this guy?” the dragon asked with a cocked eyebrow and gesturing to Shade with his thumb.

“Spike! Manners,” Twilight sternly scolded him.

“Sorry, your highness,” Spike said mockingly.

Twilight ignored the dragon’s attitude. “This is Shade. He’s a new pony in town. Shade, this is my number one assistant-”

“Spike,” he interrupted. “Get used to hearing that name. I’m a pretty big deal around here,” he said, examining his claws and smiling smugly.

Twilight rolled her eyes. “Aaaanyway, you said you were looking for a place to live. Well, I’m sorry to say that there aren’t any houses for sale that I know of and Ponyville doesn’t have any hotels.”

“Oh,” Shade said dejectedly, “Well, what can I do then?”

Twilight thought for a moment, weighing what few options there were now.

“Weeell, I suppoooose you coooould...” Whatever she was thinking about, she didn’t seem very confident or she was just stalling until she could actually think of something. “Oh, well, uh, we have a spare bed here in the library. I guess you could stay here temporarily.”

“What, so now we have to split the food three ways?” Spike said in veiled protest. “Well, he’s not getting any of my gems, that’s for sure.”

“Now, Spike, be nice. He’s new here so we have to be hospitable,” Twilight defended. “Besides, it’ll just be until he can get a stable job and pay for his own place.”

“A...job?” Shade gulped.

“Yeah, a job. But I guess we can figure out the best fit for you by looking at your cutie mark. Should be pretty simple.”

His...cutie mark?


“Now, let’s see here...” Twilight had already moved to examine his flank before Shade could stop her.

He was in trouble now. He didn’t even know what it was! How was he supposed explain a special talent he probably didn’t even have!?

“Hmmm,” Twilight hummed. “It appears to be some sort of archaic symbol. A hieroglyph maybe? Are you an archaeologist?”

I don’t even know what that is!? Beads of sweat began to form around his face and neck.

“Or maybe,” she continued before Shade could respond, “Since you’re a unicorn, it could be something related to magic or the occult, like a sign used in summoning circles or runic markings.”

“It looks like the control pad on a video game controller,” Spike deadpanned.

“Hm?” Twilight looked closely at the mark once more. “Oh! Uh, I knew that!” Her cheeks flushed with embarrassment at the seemingly obvious oversight. “I was going to suggest that next!”

Spike stared at her, unamused.

Twilight cleared her throat. “So, I guess that means you have a special talent involving video games, huh?”

“Yeah, I guess.” He reeeeally should have tried to sound more confident about that. Kind of hard to do though when you don’t know what those are either.

“Oh, come on,” Spike said nudging him in his side. “If there’s one thing a pony doesn’t need to be modest about, it’s their special talent.”

“There may be a bit of bad news on that front, however,” Twilight interrupted. “Ponyville isn’t exactly the most technologically inclined town in Equestria. Heck, most ponies here don’t even have a TV, let alone video games.”

“Oh, that’s too bad,” Shade said, frowning. He may have looked dejected on the outside, but he was smiling wide on the inside. None of these "video games" meant he didn’t have to rely on his "special talent."

“It’s okay, Shade,” Twilight said trying to cheer him up, not knowing that it wasn’t at all necessary. “You can look around town tomorrow and see if there are any job openings you think you would be suited for. But right now it’s getting kind of late.”

The changeling glanced out of one of the windows. Just as Twilight said, the light had already begun to fade from the sky. The soft, orange horizon had shifted to a sultry purple and stars were beginning to come out of hiding and dotted the celestial expanse.

“Follow me,” Twilight said. “I’ll show you where you’ll be sleeping.”

The three made their way up the stairs to the second floor. They stopped just in front of the doorway that Twilight--and eventually Spike--had emerged from earlier. Opening the wooden, blue door with her magic, Twilight entered the room, closely followed by her male companions.

“This is it,” she said as she swept her hoof in front of her as if to display the room to a potential buyer.

The room was significantly smaller than the one they had just come from, but no less packed with books; it was blatantly obvious that this building had been intended to be a library, not a residence.

There was another writing desk nearby that was stacked with paper and had a quill and inkwell on it also. The quill was still wet and its ink had begun to run down one of the many sheets of parchment. Judging by that and the several open books that were on and around the desk, Shade assumed that this was where Twilight had been before Pinkie Pie had so rudely and abruptly interrupted her research. It was probably her personal desk whereas the ones on the first floor were intended for visitors who came by to read or study.

On the far side of the room--which wasn’t really very far--was a much shorter bookshelf; about half the size of the others. A ladder allowed those who couldn’t fly to easily climb to a half-circle shaped platform on top. The soft light of the moon shone through a window on the wall. From below, Shade could barely make out the rectangular shapes of a couple of pieces of furniture.

Twilight had already climbed the ladder while Shade was surveying his surroundings and was motioning for him to do the same. He approached the ladder and climbed up to join her.

“This one’s my bed,” she said, motioning to the bed on their right. It was covered by a deep blue blanket decorated with bright stars to give it the appearance of a calm night sky. A side table was located between the bed and the far wall; on top of it, a plain looking lamp and alarm clock.

“And this one’s yours for now,” she added, pointing to the bed opposite hers. The two were basically the same. The only differences with this one were the bland-looking, pink sheets and the lack of a side table.

“It doesn’t exactly give either of us much privacy,” she admitted, blushing slightly, “But it’s gonna have to do for now. I’ll probably get around to moving your bed into another room sometime. So anyway, that’s it. When you’re ready to turn in, you know where to go.”

Shade was still pretty tired after the day’s events. Perhaps not actually exhausted but more drained. And the idea of sleeping in a real bed was too good to pass up. With a mattress, pillow, sheets and everything. And these weren’t even considered luxuries to the average pony.

“I think I’ll just turn in now then,” he said with more enthusiasm than one would normally show when getting ready to sleep.

“Oh, alright then,” Twilight said with an acknowledging smile. “I’m going to be up a little longer to continue my research so I’ll grab my stuff and head downstairs.” Shade felt guilty that he was essentially forcing her out of her own bedroom but she seemed happy to oblige. “Spike, grab those books there for me, would you?”

“Me?” the dragon responded from the lower level. “You’re the unicorn here. Why can’t you carry them?”

“Because that’s what I have an assistant for,” Twilight said jokingly as she descended the ladder. “Oh, but I guess a wittle baby dwagon isn’t stwong enough to cawwy all those books, is he?”

“The hay I’m not!” Spike said, puffing out his chest defensively. He ran over to the pile of books and started to stack them in his arms. Shade found it amusing how easily the dragon was duped by a little reverse psychology.

His two hosts made their way out of the room. Twilight only stopped to say goodnight to Shade before she closed the door behind her. He was alone now for the first time since he arrived in Ponyville. It was odd really. He hasn’t even been here for a whole day yet and has already found that it was surprisingly easy to earn somepony’s trust here. A changeling could have a field day in a town like this.

He shook the thought from his head. That’s not why he was here. He looked upon the bed that Twilight had assigned for him. Using his magic to pull back the sheets, he climbed on the mattress and settled in.


Never had he been so comfortable in his entire life. The mattress conformed perfectly to his false body shape, the pillow cradled his head like a newborn in its mother’s embrace, and the blankets warmed and eased his nervous muscles. Pure. Bliss.

He would be so happy to put this day behind him. To forget about the Changeling Kingdom. Forget about Chrysalis. Forget the deceased unicorn that he was passing himself off as. And focus entirely on what lie ahead.

Tomorrow would mark the beginning of his new life.

Chapter 3: Pocket Change

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 3: Pocket Change


It may very well have been the first time in his life that he had ever woken up smiling.

The melodic voices of birds perched on the windowsill had informed Shade of the approximate hour. The bright, morning rays of the sun had warmed his face as it slowly made its day-to-day journey across the vast sky. The scent of a hearty breakfast wafting about his nostrils was foreign to him but welcome nonetheless. He had been reluctant to remove himself from his cocoon of absolute comfort. It was the perfect morning, one he could never hope to experience back home.

But all good things must come to an end. Today promised to be a busy day.

Twilight Sparkle had insisted that she guide him throughout Ponyville and give him the grand tour, all the while searching for potential places to land a well-paying job. Their first stop? Sweet Apple Acres; a huge apple orchard and cattle ranch on the outskirts of town. Twilight had told Shade that she was close friends with the owner, an earth pony by the name of Applejack. Given the size and scope of the orchard, Twilight figured having some extra hooves around would take some of the weight off of Applejack’s shoulders. She was a little concerned about how well this would go over though since Sweet Apple Acres was a family owned and operated business; they very rarely accepted outside help, but it was worth a shot.

The orchard was clearly visible from almost anywhere in Ponyville. Twilight was able to point it out to Shade the second they stepped out of the library. Large, rolling hills peppered with apple trees as far as the eye could see. And apparently only four ponies worked there with just two of them being strong enough to actually harvest the seemingly infinite supply of apples. The shapeshifter could see why the unicorn thought they could use some help.

Upon reaching the farm proper, Shade could see various buildings around the grounds. A bright red farmhouse, chicken coops and fenced in pens where various farm animals such as sheep and cows could be seen grazing. It looked pretty much like a typical farm, to the average equine that is. This was a new sight for the changeling.

Another new sight was the earth pony mare he saw exiting the farm house. Her coat was orange in color and her irises were a green hue similar to his own. Her mane and tail were blonde and tied off near the ends with red hair bands. She wore a stetson on her head which struck Shade as a little odd considering ponies didn’t usually wear any kind of clothes. As they made their way closer to her, he was able to make out her cutie mark, a trio of red apples. Seemed appropriate, all things considered.

But, once again, a grim realization came to him. Great. Another one of them. Gonna go out on a limb and say that all six of them live here then. Just my luck.

“Good morning, Applejack!” called Twilight cheerily.

The earth pony looked in their direction. “Well howdy, Twilight!” the mare called back with a rather thick southern drawl. “What brings y’all ‘round here this mornin’?”

“Actually, him.” Twilight pointed a hoof at the stallion standing next to her.

“Hey now, Twi,” Applejack said as she looked the stranger up and down with a mischievous smirk. “When did y’all go an’ get yerself a boyfriend?”

“W-what!?” the two stammered in unison.

“No no no, he’s not my boyfriend!” Twilight desperately defended, both her and Shade’s cheeks burning red. “I brought him here to meet you.”

“Uh, no offense, Twi, but Ah don’t need ya to go settin’ me up on dates. Ah’m perfectly capable of handlin’ that mahself.”

Shade’s blush only deepened.

“Ugh, no, Applejack,” Twilight said putting a hoof against the bridge of her nose. “Look, let’s start at the beginning. Applejack, this is Shade. He just moved to Ponyville yesterday from Las Pegasus.”

“Oh, a city boy, eh?” Applejack said with slight amusement. “Well, I think you’ll find Ponyville ta be a far cry from what yer used to out there.”

“I think I’ll manage,” he retorted. Ponyville was practically urban compared to the Changeling Kingdom. If anything, he would have to adjust to a more fast-paced life.

“If ya say so,” the country pony chuckled. “Ah jus’ hope yer prepared to put in an honest day’s work. Ain’t no pony gonna get away with bein’ lazy ‘round here. Well, ‘cept Rainbow Dash, but at least she gets her job done.”

“Actually, that’s why we’re here,” Twilight spoke up, taking advantage of the change of topic. “Shade needs a job and we were wondering if maybe he could help out on the farm.”

Applejack looked at the two of them with reluctance. “Ah don’t know, Twi. That ain’t how things work ‘round here. This here’s a family business. We’ve never hired outside work before.”

“What are you talking about?” Twilight inquired. “We help you guys out all the time.”

“Yeah, but we consider y’all ta be honorary family members. Plus, ya refuse ta accept any sorta payment,” Applejack pointed out.

“Please, Applejack,” Twilight pleaded with her. “It’ll probably only be temporary. At least until he can save up a respectable amount or find a different job.”

Applejack thought for a moment, feeling guilty about turning down a favor for a friend. She sighed in resignation. “Ugh, fine. But only ‘cuz it’s you. Ah don’t need every unemployed pony marchin’ up here looking for a job. We’d have no bits left over to take care of ourselves.”

“Thank you, Applejack,” Twilight said gratefully.

“Yeah, thanks,” Shade added. “This’ll be a load off my mind.” If he could secure a job here then that will only serve to further cement his integration into their society. Things were looking up.

Shade's attention was suddenly grabbed by a series of excited barks. A small brown and white dog wearing a red collar ran up alongside Applejack, panting happily with its tongue hanging out. Applejack playfully tousled the canine’s head.

“Hey there, Winona,” she chuckled. “Finished yer breakfast already?”

Winona barked cheerfully.

“Good girl.” She smiled and ruffled the pup’s fur once more. “Hey, there’s somepony here you should meet. This here’s-”

Applejack’s introduction was cut short when Winona looked towards the unfamiliar pony and began to snarl. Shade took a cautious step back.

“Whoa, easy girl!” the farm pony heeled, trying to calm the animal down. She only growled more loudly. Shade was starting to get a little worried. Was she going to attack him?

“Winona, hush!” Applejack commanded firmly, stomping a hoof on the grass for emphasis. The canine let out a surprised whimper. “Why don’t y’all go an’ play wit’ Applebloom fer a while?”

Winona heeded her owner’s order and started to turn back towards the farmhouse. She turned back briefly to snarl at the stranger once more before running home.

“Well, that was strange,” Twilight commented, lifting an eyebrow.

“Ah’m real sorry ‘bout that, Shade,” Applejack apologized with a sigh. “Normally Winona’s friendly wit’ everypony, even strangers. Somethin’ must be botherin’ her...”

“I-It’s fine,” he assured, shaking slightly.

“Ferget about it. Let’s git back on topic.” She turned to Twilight. “So what’re you showin’ Shade around Ponyville yerself fer, Twilight?” the earth pony asked curiously, “Don’t Pinkie Pie usually handle new ponies?”

“Normally, yes,” Twilight answered, “But since Shade’s staying with me at the library, I figured I might as well help him out a little, you know?”

“Whoa, whoa, hold yer horses there, girl. Did y’all just say he was livin’ with ya?” Applejack asked in disbelief.

“Well, yes,” she replied, somewhat confused as to why her friend had taken such a disapproving tone. “He had nowhere else to stay since he doesn’t have family here and there are no houses available for him to move into, so I offered him the spare bed at my place.”

“Are you outta yer gotdang mind!?”

Both unicorns were taken aback at the sudden outburst.

“Y’all jus’ met ‘im yesterday! And ya just let him sleep in yer house!?”

“Applejack, he-” she started but she was cut off as Applejack continued her lecture.

“Ya don’t know anythin’ about ‘im! What if he’s not who he says he is?”

Shade gulped, afraid of where this train of thought might lead.

“What if he’s one o’ them creepy stalker types or somethin’ who jus’ stands there an’ watches ya sleep or worse...” She trailed off, not wanting to get into any further detail about that. “Mah point is, ya don’t even know th’ guy, yet ya trust him right off the bat? Ah thought you were smarter than that, Twilight.”

Twilight furrowed her brow at her angry friend. “Well, exuuuuuse me for trying to make new friends!” Applejack stepped back in surprise. She hadn’t expected Twilight to respond so strongly. “I always thought that the first step to making friends was trust. If you can’t trust somepony, how can you expect to befriend them? I would have thought that the Element of Honesty would know all about trust.”

Shade’s heart sank deeper with each mention of the word "trust." Each utterance was like a hammer striking a nail, driving it deeper and deeper until it was embedded so deep that the only way to remove it was to tear apart the wood around it, leaving behind a splintered mess of lies which would make getting the nail back in a pointless endeavor.

The studious unicorn breathed deep to calm herself. “Besides, he’s only staying at my place until he can get a place of his own. You all showed me a great deal of hospitality when I first moved here, so I should be able to do the same.”

Applejack allowed herself a moment to think about what she said. “Ah reckon ya got a point there. Ya can’t have friendship without trust. But one should have ta earn that trust first, don’tcha think? Guy comes in ta town, no place to stay, no jobs lined up. Sounds a mite suspicious if ya ask me.”

The farm pony was staring straight at him with an accusing gaze. Shade tried to remain stone faced. He didn’t want to screw up now so he had to remain as calm as possible so as not to raise further suspicion.

“Can you at least let him work here for a while?” Twilight tried pleading once more. “Try to get to know him a little before you start to judge him. He just wants to live a normal life like the rest of us.”

“You could try takin’ yer own advice.”

“We all need to learn more about him, yes, but the difference between you and me is that I haven’t been judging him.”

Applejack paused in thought. “Fair ‘nough,” she conceded. “Alright then, city slicker, let’s have a gander at yer work ethic. See if y’all can pull yer weight ‘round here.”

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

Shade’s body slumped onto the grass in a sweaty heap. He panted heavily as if the oxygen around him were trying desperately to avoid his lungs. He was absolutely exhausted. Bucking tree after tree and hauling bushel after bushel. Was this work or some form of cruel and unusual punishment for a crime he didn’t commit?

This would be far easier if he could use his magic. He had tried when he first started, plucking a dozen apples from the nearest tree with ease but was promptly halted by Applejack.

“Hold up there, city boy,” she had said, “Y’all might be used ta doin’ things th’ easy way where you come from, but ‘round here is differ’nt. We come from a long line of proud earth ponies and we ain’t never needed magic ta get the job done, save for th’ real crisis situations. You can call me old fashioned or what-have-you but that’s just the way it works and that’s the way you’ll be workin’ too. Am Ah makin’ mahself clear?”

Shade continued to gasp for breath as he recounted Applejack’s words. She had a point, he guessed. If they just had some unicorns using magic all the time, then she and her family would be out of work. But still, this was a lot of work for what was usually just two ponies.

With the supposed intention of adding insult to injury, the tree that the changeling currently lay under decided to toss one last apple his way. As if this were some kind of divine prank planned by the gods, the rosy red fruit managed to skewered itself perfectly on his horn, splattering his face with its sweet juice. It wasn’t all bad. The cool liquid felt refreshing on his otherwise burning and sweaty face. A welcome reprieve from his weariness.

“Ya, givin’ up already?”

Shade turned his head slightly to look at Applejack who was smirking triumphantly, like she had just won a bet.

“It’s only been an hour, ya know,” she said pointedly.

At first, Shade thought she was messing with him. Come on, it’s been way more than an hour. He looked skyward with the intention to correct her and not give her the satisfaction of falling for her trick.

But sure enough, there it was.

The sun had hardly moved since he arrived at the farm. It felt like he had been here for at least three, maybe three and half, hours, and he had the sweat and sore muscles to back that up.

Shade didn’t say a word. His head just hit the ground in defeat.

“Yer too soft, city boy. Ya ain’t cut out fer this kinda work.” Applejack reached down and plucked the apple off of his horn and took a big, smug bite of it. She was deliberately trying to irk him. What was her deal? Did she really distrust him so badly? If that was the case, he wasn’t so sure that a job here would be very desirable. She was liable to figure him out eventually if she kept prodding him. He could only hope that her intention was to look out for Twilight’s wellbeing.

Shade slowly and laboriously rose to his hooves, shaking slightly from his exhaustion.

“You’re right,” he falsely admitted. He decided to play along since he didn’t really want to stay here anymore anyway. “I’d be better suited to something less...”

“Strenuous?” she finished.

Shade paused to analyze her cocky grin. “Yeah...”

She chuckled. “Aw, now don’t feel too bad. I don’t wanna sound like I’m prejudiced or nothin’, but unicorns ain’t usually th’ best fit fer manual labor anyhow.” Shade might have gotten some comfort from that had it not sounded so blatantly patronizing. “But, hey, if’n y’all feel like gettin’ a good workout sometime, look me up. Ah’ll treat ya to mah personal trainin’ regime. That oughta toughen you up,” she laughed.

Shade kept silent as he walked past her to make his way back to the library.

“Hey, hold up a sec!”

Shade turned around in time to see a small, brown sack plop onto the ground next to him. It made a curious jingling noise upon impact. He looked quizzically back at Applejack and awaited an explanation.

“Ah figure since ya did put in some effort, then th’ least Ah can do is pay ya fer th’ work ya done.”

Shade lifted the bag with his magic and pulled the drawstring, opening the sack. Inside he found a hefty amount of bright, gold coins.

“Ah know it may seem like a lot fer just an hour’s work, but I reckon ya can consider it a welcome gift from me. At th’ very least it’ll bring ya one step closer to gettin’ yer butt outta Twi’s place.”

“Thanks,” Shade said half heartedly as he sealed the bag up again. Strange how she had this with her even before she found him collapsed in the grass. She must have been planning on giving him the boot anyway. What does a guy have to do to earn this one’s trust?

“One more thing,” she called out to him again. “If you touch one hair on Twi’s head, or anypony else’s fer that matter, you’ll have ta deal wit me. Got it?”

Shade said nothing, he just nodded his head in acknowledgement. He turned his back to Applejack once more and finally made to put this unpleasant experience behind him.

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

The trek back to the library gave him time to mull over what he’d just gone through. He had managed to earn the trust of Pinkie Pie, Rainbow Dash and Twilight Sparkle, three out of six ponies he had hoped, at one point, never to see again. It was a real confidence booster at first. If he could befriend the bearers of the Elements of Harmony then he shouldn’t have any trouble living here. It was naïve of him to think that everypony would be so quick to trust him. It would probably be for the best if he could make as little contact with Applejack as possible.

When he had finally made it back to the library, Twilight was, unsurprisingly, a little disappointed. He had given up after just one hour. Well, that’s what she accused him of. He tried to defend himself but to little avail. In any case, his hostess was graciously willing to continue aiding him in his job hunt and suggested they visit her friend, Rarity.

Shade recognized the name immediately. Pinkie Pie had made mention of a pony by that name. If she was anything like he had imagined, then this would probably be a much more tolerable encounter compared to the party pony’s exuberance and the farm pony’s distaste for him. After taking a quick shower at the behest of a purple unicorn overwhelmed by the stench of perspiration, he was ready to go. For once he was actually looking forward to meeting somepony even if she was, more than likely, another one of the Elements.

That anticipation flew out the window about a minute after the introductions had ended.

How did I get myself roped into this?

Now he found himself standing in the middle of Rarity’s fashion parlor, Carousel Boutique, surrounded by mannequins draped in fancy clothes, mirrors on all sides, and a slightly over-eager white coated, unicorn mare with a curly, expertly styled, violet mane.

He stood there with the most unamused expression he could manage. Rarity had insisted--no, "insisted" wasn’t the right word--demanded that he be her guinea pig for the next hour or so. So here he was, forced to remain perfectly still, wearing an incomplete, gentlemanly tuxedo while the white mare took various measurements which occasionally caused her to get uncomfortably close to areas of his body he’d rather have left untouched.

His lack of enthusiasm was only accented by the color of the outfit: a bright...pink.

“Ow! Can you be a little more careful? You keep poking me with that thing,” Shade sneered in irritation.

“Perhaps I wouldn’t be poking you so much if you would just keep still,” Rarity shot back. She threaded the needle held by her aura of powder blue magic through the tuxedo once more.

“This is ridiculous,” he muttered. “Why did I agree to this again? Oh, wait, I didn’t.”

“There’s no need to get huffy, dear,” the white unicorn scolded. “Besides, we’re just about finished.”

Twilight Sparkle looked on in silence as her friend continued to circle the newcomer, swinging the needle expertly through the seams as she went. She would occasionally look up at Shade to see him looking back at her pleadingly as if he wanted to scream "help me," but she, without many ideas as to what she could do, could only shrug her shoulders in response.

What was the purpose of this? Ponies didn’t need clothes, why would this one be so obsessive about making them? There had been plenty of ponies in Canterlot that were dressed up for the royal wedding but he had assumed that was because of the occasion. How could somepony make a living doing this kind of thing when they didn’t wear clothes on every other normal day? It was completely impractical. It just didn’t make any sense to him.

“There. All done,” Rarity finally announced, stepping down from the platform where she had been working and moving beside Twilight. Shade made to follow her but was quickly stopped in his tracks by an outstretched, white hoof. She forced him to remain still for a little longer, much to his dismay. She lifted a hoof to her chin and looked him up and down from behind a pair of orange spectacles, critiquing her work.

A smile creased her lips. “Oh, you look positively dapper, darling!” she exclaimed. “A little mane gel and some cologne and you’d fit right in among even the socialites of Canterlot.” The fashionista paused for a moment. “Although now that I see it, perhaps pink doesn’t really go with your colors. A darker fabric would probably work better to contrast your lovely white coat.”

Ugh, thank you, he thought, breathing a sigh of relief. “Wait, does that mean you want me to stand here while you put together another suit?!”

“Oh, heavens, no. I can simply go by the measurements I’ve already taken and fashion a new one without the need for a model.”

“If you don’t mind me asking, Rarity,” Twilight spoke up, “Why didn’t you just use a mannequin for this tuxedo?”

“Because I’m currently lacking in male mannequins,” she explained. “I very rarely get requests to design clothes for stallions and I always figured that if I ever needed to, I could simply coax one of the strapping young stallions around here into volunteering. It is so much easier and more fun to work with a live pony.” She leaned closer to Twilight. “Plus, I thought it would be a great way to meet eligible bachelors.”

“So, is there really any reason you needed me for this?” Shade asked, clearly still annoyed.

“Well,” the white unicorn started, “Acquiring a volunteer isn’t exactly easy and you are clearly demonstrating why. They believe it to be emasculating. The only stallion I could get is Big Macintosh with his kind and helpful nature, but, although I’m appreciative, he isn’t exactly of an average build. A suit made with him would have to be for him.” Her expression perked up. “Which is why I am ever so grateful for your assistance, Mr. Shade.”

“Uh, you’re welcome.” At the very least she was being friendly with him, a nice change of pace from Applejack.

“You knooooow...” Rarity mused, looking at him with a glint in her eyes, “You mentioned you were currently looking for a job, yes?”

Shade nodded, a little nervous about where this was headed.

“I think I may be able to help you and, in the process, you’d be doing me a great service as well.”

“There you go, Shade!” Twilight said happily, “A job offer! That’s great, right?”

“You appear to have a very average body for a stallion...”

Was that supposed to be a compliment? It sounded like one, but for some reason it didn’t feel like one.

“How would you like to come on as a full-time live mannequin at my boutique?”

That’s exactly where he thought this was headed.

“Uh, thanks, but I think I’ll pass.”

“Oh? Well, can’t say I didn’t try. Thank you anyway, dear,” Rarity said, visibly disappointed.

“Now hold on a second,” Twilight interrupted. “She’s offering you a job, Shade. You can’t really afford to look a gift horse in the mouth. This is a great opportunity.”

“I don’t want to do this, it’s demeaning,” he protested.

“So? Lots of ponies have demeaning or embarrassing jobs, but they just suck it up and live with it.”

“Now, now, Twilight,” Rarity interjected. “No pony should be forced to work a job they do not enjoy. If Shade doesn’t want to work for me then that’s his decision. I’m not going to try and convince him otherwise.”

“Thank you,” Shade said gratefully. This really wasn’t a job he ever thought he’d be doing, nor existed in the first place.

“Well, I suppose you need to be on your way then,” the fashion designer said. “Just remember: If your job search yields little results, my offer is still on the table.” She unfastened the buttons on his tuxedo to remove it.

Shade and Twilight--the latter of which still irritated that the former would so hastily turn down such an opportunity--made their way to the door.

“It was nice seeing you, Twilight.” Rarity waved. “And it was lovely meeting you, Shade.”

“You too, Rarity,” the changeling called back.

“Oh, and Twilight,” the fashionista called out again.

“Hm?” The bookworm turned to face her.

“Do have something done about his lively arrangements, darling. It’s very kind of you to offer him a bed to sleep in, but the two of you sleeping in the same room? It’s simply scandalous! We don’t want everypony spreading rumors about now, do we?”

“Don’t worry, I’ll take care of it,” Twilight giggled.

With a final wave farewell, the two exited the boutique. All things considered, the meeting wasn’t half bad. The whole debacle with the tuxedo aside, Rarity was a charming mare and certainly more tolerable than a certain pink earth pony. Twilight continued to give Shade an earful about turning down her offer, but the day was still young; there was plenty of time left for him to find his place in the community.

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

The library was certainly not in the same state they had left it. It was...tidy. Books were returned to their proper place amongst the shelves and no longer strewn about the lobby, stray papers were neatly stacked, spilled ink had been wiped clean. Apparently Spike had been busy. No wonder Twilight called him her number one assistant.

Shade took a seat at the reading table as he admired the new pristine condition of the room. But his attention was quickly drawn when Twilight slapped something down on the table with a loud fwap. Shade curiously eyed the pile of paper she had just dropped in front of him.

“What’s this?” he asked.

The Ponyville Express. It’s the local newspaper,” she stated matter-of-factly. “This should help in your job search.”

“And how’s that?” he asked quizzically.

Twilight gave a blank stare. “A list of all available jobs in Ponyville are detailed in the classifieds.” She couldn’t believe she had to explain this to him like a sheltered foal. “You look them over and if you see any you would be interested in, just let me know and I’ll bring you there so you can apply, got it?”

Shade nodded nervously.

She smiled. “Good. I’ll be in my room when you need me, okay?” She ascended the staircase and disappeared behind the bedroom door.

The changeling stared at the newspaper.

And stared. And stared.

What was he supposed to do? He couldn’t read. How did she expect him to flip through this and find a job when everything in front of him was like trying to decipher a language forgotten by time itself?

“You okay, Shade?”

The fake unicorn jumped in shock. He whirled around to see Spike standing behind him holding a stack of three books in his arms. Shade hadn’t even realized the dragon had been in the room the whole time.

“You’ve just been staring at the cover of that paper for a few minutes now,” he observed. “The classifieds are further in the back.”

“Uh, r-right,” Shade stammered as he began tentatively turning the pages, hoping against hope he stopped on the right page.

“See? There they are.” Spike jabbed a claw on the page. “Now you just gotta pick one you like.”

One I like. Right. Easier said than done.

The baby dragon returned to his duties leaving Shade to blankly and annoyedly gaze at the tabloid. The two pages open to him were filled with text and numbers encased in various squares and rectangles of black ink. The numbers he could recognize at the very least, but the ways in which they were arranged befuddled him. They were mixed in with foreign letters which made them look like some kind of archaic algorithms. And the pages were littered with them. What was he to make of this?

“How’s it going down there?”

Shade looked up from the paper. Twilight was standing at the top of the staircase.

“It’s been fifteen minutes. Haven’t you found anything yet?” She trotted down the stairs. “Is there a problem?”

“Umm...no, no problem,” he lied. What would she think if she found out? Surely it was abnormal for a full grown stallion to be unable to read or write. She would certainly think something was up.

“Well, alright then,” the mare said as she turned back towards the stairs.

“Wait,” he beckoned, “What’s your job, Twilight.” He was a little desperate to take the focus off of himself for a bit.

“Huh?” She seemed to be caught off guard by the question. “My job? Well, I guess, technically, I don’t have one.”

Shade shot her a look of accusing hypocrisy.

“What I mean to say is,” she continued, “I’m here as a student studying the magic of friendship. I do help anypony who comes looking for a book to read or a quiet place to study, but that’s really more like volunteer work. Most of my expenses are taken care of by Princess Celestia.”


The mere mention of the name sent an involuntary shiver down his spine. For his entire life, and centuries before, the changelings had had it beaten into their skulls that Celestia was an oppressive tyrant who shunned any non-ponies. They were told that she was the reason they were forced to live in poverty and any attempt at diplomacy was quickly shot down. Whether these were lies made up by Chrysalis and the former rulers or not, Shade had no clue. He wanted to believe the alicorn was benevolent to all species. But if that were the case, why did the changelings still struggle for survival?

In retrospect that was a stupid question. Changelings were inherently bad. They were greedy, selfish and power-hungry. They were kept away from the rest of Equestria for good reason.

“But just because I don’t actually have a paying job doesn’t mean you’ll get away with it.”

Twilight’s voice snapped him out of his stupor. He shook any thought of Celestia or the changelings from his head, focusing again on the topic at hoof: his glaring illiteracy.

“Anyway, you keep looking and if you find something just let me know.” The mare swiveled around to return to her studies once more.

He couldn’t ignore his problem forever. If he didn’t bring it up now, it was going to become a major issue in the future.

“Actually...” he started reluctantly.

The lavender unicorn turned back to him.


“What? What’s the matter?”

“I...can’t read,” he whispered.

“What’s that?” She hadn’t quite heard him.

“I can’t read,” he openly admitted. He waited for her irritated response. She must think he was idiot. What grown pony doesn’t know how to read?

“What!?” Her voice sounded more concerned than upset, “Oh my gosh! I had no idea! That’s horrible!” She gasped. “Oh no! And I made you stay in a library! Geez, how could I be so insensitive!? I’m so sorry, I must look like a total jerk!”

That was not the reaction he expected to get.

“Uh, it’s fine,” he assured her. “I don’t think you’re a jerk.”

“I still feel like one.” Her ears flattened against her head.

How was it that he couldn’t read but she was the one who felt bad, like it was her fault? But maybe this was an opportunity in disguise. If he was going to live with ponies, he may as well learn the skills necessary to get by.

“Hey, uh...” He wasn’t sure how this was going to go over. She’s done so much for him already. “Do you think you could...teach me?”

Twilight perked up immediately. “Teach you? Me?” She pointed a hoof at herself.

“Yeah. I mean, you live in a library, right? So I would think you’d make a great teacher,” Shade complimented.

The mare’s face lit up, a broad smile spreading across her face. “Really!? Me, a teacher?” She was ecstatic. “Wow. I guess it never occurred to me to actually teach other ponies. I could be just like Princess Celestia is to me: a mentor. I could be your mentor, Shade!”

“Yeah, sounds...fun?” Maybe she was getting a little too excited.

“This is gonna be great! Wait until the princess hears that I have my very own pupil!” She started to calm down a bit. “Oh, but maybe I’m getting a little ahead of myself. You still need a job, don’t you?”

Her newly appointed pupil nodded.

“Right then. Let’s see here...” She snatched the newspaper off of the table with her magic. “Hmmm...Oh! Here’s something you might be able to do. They’re looking for a waiter at the local café. It’s a really nice place. I enjoy a nice meal there from time to time. It should be pretty simple. Just bringing food to customers. Oh, but I guess you would have to write down orders though. Sorry...” She was starting to feel guilty again.

“What if I just memorize the orders? Would that work?” he asked.

“Hmm...maybe,” she pondered. “But memorizing multiple orders can be difficult. You think you could do it?”

“It’s worth a shot. Besides, if it doesn’t work out I could always look for a different job.”

“Yeah, I suppose,” she agreed. “Plus, you could always fall back on Rarity’s offer. I’m sure that position wouldn’t require any reading or writing.”

Shade shuddered at the thought. “Let’s hope it doesn’t come to that.”

Twilight laughed. “Right. In any case, once I teach you how to read...” She stifled an elated giggle. “...It shouldn’t be a problem for you to find and maintain a job. So, shall we go?”

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

At first glance, one would think that the café looked like nothing more than a larger, fancier Ponyville residence. And they’d be half right. The size was meant to accommodate both the indoor portion of the restaurant and housing for the owner, which made up most of the second floor. At least, according to Twilight. However, although the restaurant proper was located inside, the real draw of this establishment was the outdoor dining area directly outside the front door. A plethora of ponies could already be seen gathered around the many tables, sitting upon small mounds of hay, leisurely engaging in idle gossip as they enjoyed their meals.

Twilight had told him that the owner and head waiter was an earth pony by the name of Horte Cuisine and that he was a rather upscale citizen of their humble little town, hailing from a distant, foreign country and well versed in proper etiquette. She warned Shade about minding his manners around him.

Upon entering the establishment, the pony in question could be seen minding the till, tallying up the payments of his most recent customers. He was a very pompous sort, standing tall and lifting his nose into the air. Over his off-white coat he wore a black vest with a white undershirt accompanied by a red bow tie. His gray-blue mane was slicked back giving him an air of sophistication. Topping off the upper class ensemble was the thin mustache upon his lip. Personally, Shade thought it looked a little silly but then again what did he know about class? The very last thing he noticed about Horte Cuisine was his cutie mark--a covered, silver serving dish--which became visible when he stepped out from behind the counter to greet them.

“Bonjour, Mademoiselle Sparkle,” he welcomed her in a thick accent that Shade had never heard before. “‘Ow may I serve you today?” He glanced at the stallion standing next to her. “A table for two per’aps?”

“Oh no, Monsieur Cuisine. We’re not here to eat,” the mare corrected. She nudged Shade forward. She couldn’t hold his hoof forever; he would have to learn to do this himself just in case his job hunt didn’t end here.

Horte stared at the other stallion with indifference, waiting for him to say whatever it was he wanted to say. His gaze was a little intimidating.

“Right, uh, Mr...Cuisine? My name’s Shade. I noticed you had an ad in the paper saying that you were looking to hire a new waiter and I’d like to apply,” he informed Horte, trying to muster up as much confidence as he could.

“I see,” the head waiter replied. “Do you ‘ave any prior experience?”

“Um, well...no.” Shade lowered his head slightly.

“Hmm...Well zen, do you consider yourself to be a very sociable pony?” Horte asked.

“Sociable? Well, uh...not...really. I haven’t exactly had a lot of outside contact in the past.” This didn’t seem to be going well, but he wasn’t about to give up. “But that’s part of the reason I moved to Ponyville. I want to get to know other ponies and I want them to know and like me.”

Twilight sighed and smiled at his save. He may be able to bounce back.

“Very well,” Horte continued. “Zen do you zink you are able to ‘andle taking multiple orders from zee customers in a timely manner?”

“Well, actually...” Here was the kill shot. “I...can’t read or write.” He lowered his head in resignation. The outlook was looking grim.

“Vraiment? Well zen, I am sorry but-”

“Monsieur Cuisine, wait,” Twilight chimed in. “It’s true that Shade is illiterate but I’ve agreed to give him lessons. I’m sure that in due time he’ll be able to take down simple meal orders. Until then, he can try and memorize the orders or find different ways to remember them. Could you at least let him work here on a trial basis or something?”

Horte closed his eyes and hummed in thought.

“I did put zat ad in zee paper over a month ago and ‘ave ‘ad not even one application since, so I suppose I cannot afford to be picky. We are somewhat...‘ow you say? Understaffed, at zee moment.”

“So, does that mean...” Shade held his breath in anticipation.

“Oui, I will give you un chance.”

The changeling let out a relieved sigh which was accompanied by Twilight’s own. “So, when do I start?” he asked, eager to begin.

Horte reached behind the counter and pulled out a vest identical to his own but sealed in a plastic bag and placed it on the countertop.

“Immediately,” he replied. “Change into your uniform and meet me in front of zee café. I will instruct you further when you are ready.”

“Isn’t this great, Shade? You’ve got a job now!” Twilight exclaimed happily. “Well, I’ll let you get to it. I’m sure Monsieur Cuisine can handle things from here. Good luck!” She waved farewell as she exited the restaurant leaving Shade and Horte alone near the register. The head waiter soon found his way to the door after pointing Shade to the employee’s quarters so he could change.

Once again, as he slipped into the white shirt and black vest, he found himself pondering the possible reasons for why some equines found the desire to wear clothes. In this situation though, he could understand. The uniform helped the customers figure out who worked there so they knew who to address if they needed something.

But another question had arisen in his mind: Why was the bow tie he had been given yellow instead of red, like Horte’s? His employer provided an explanation when he voiced his curiosity. Apparently, new employees were given yellow ties so that the customers knew that they were trainees. They may be more willing to forgive minor mistakes in their performance if they knew the waiter lacked experience. Of course, new employees earned less than experienced waiters, who were recognized by their blue ties, but on the flipside, if a trainee shows exemplary skill and could impress the customer with their service, they may receive larger tips. Additionally, if they kept up the good work, they would receive a promotion and be given a blue tie and a slight pay raise. As for why Horte’s bow tie was red? It simply meant that he was the head waiter, nothing more.

The business world was a complex affair. Twilight had said that being a waiter would be a simple job. Shade wasn’t expecting all of these little intricacies that could have such a big impact on his salary. Maybe he was in over his head.

His employer had suggested that, for the first hour or so, Shade could do what Horte called "shadowing." He would simply follow Horte around and observe how he took orders, learning by example. The changeling made mental notes about everything. Not only the way Horte jotted down each order on his notepad, but also his form. Stand straight, look confident, and be courteous. As for how Shade himself was going to handle taking orders, memorization would have to do for now, at least until he could find a way to remember individual orders. He figured drawing various shapes to represent different foods would help, like drawing a triangle if somepony ordered a sandwich.

Finally the time came for Shade to take the helm. He was a little nervous to be sure, but he persevered nonetheless. It was surprising, even to him, how quickly he was catching on. Of course, that may have been due in part by Horte’s insistence that he take a smaller workload on his first day. He was only taking one order at a time which made memorization a snap. Even so, this was doing wonders for his confidence.

Several hours went by and Shade had hardly noticed. He was met by warm smiles from the customers and even received a few generous tips. Horte Cuisine had even complimented him on how well he was doing. This day was finally starting to turn around.

Shade stopped in his tracks as he made his way to pass the cooks his latest order. A single raindrop had dripped onto his nose. He surveyed the sky only to find that it was clear and sunny. Nopony else around him seemed concerned about the weather as their chatter did not cease. He shrugged his shoulders, passing it off as just a bird flying overhead that had just taken a bath or something.

Before he could take another step, a sudden torrent of rain water crashed over him in an instant, soaking him to the bone. Shade pushed his wet, matted mane out of his eyes to gaze directly upwards. A small storm cloud had perched itself right above his head and released its entire stock upon him. He sighed and let his mane fall over his eyes once more. The changeling could only stand there, unamused, as he contemplated why he was constantly the target for these unfortunate, but otherwise hilarious, pranks. Was this supposed to be karma or something? What did he do to deserve this?

He could hear the reactions of the various ponies around him. Some gasped in surprise, but for the most part, they were laughing; nothing too boisterous as they attempted to retain some modicum of courtesy by stifling their giggles. Soon, though, they all returned to minding their own business much to Shade’s relief.

Standing there in a dripping mess wasn’t going to solve anything. He was going to have to see if Horte had any spare uniforms he could use.

“Cripes, I’m soooo sorry!” came a mare’s voice from above. He heard the owner of the voice touch down in front of him. “I-It just got away from me! I tried to catch it but it got caught up in a strong breeze and-and...Oh, I’m sorry!”

Shade brushed his cobalt mane from his view again in order to stare his offender straight in the eyes.

Those...beautiful...amber eyes...

He found himself transfixed by the pegasus. Each iris like the setting sun on the horizon. Her bright red mane reminded him of the forests back home, but not in the way that a changeling would see it; as one who was witnessing its loveliness under the incandescent glow of the sunrise for the first time. Her coat and feathers were as white as the purest snow that he had never had the privilege to experience himself. Finally, upon her flank, a red maple leaf. It must have represented the last autumn maple tree, clinging to its remaining fragile leaves so that it could witness the majesty of winter for itself.

Was this true beauty?

“Um, y-you’re not mad, are you, mister?” came the voice of an angel to his ears.

“W-what?” He shook himself out of his trance. He had to piece everything together again just to remember where he was and what he was doing.

He looked again at the mare’s apologetic expression.

“Oh. Uh, no, no. I’m not mad.” What?! What are you saying?! You have every right to be mad! “These things happen.” He smiled genuinely at her.

“Oh, thank goodness,” she sighed. “The last thing I need right now is somepony sending a complaint to my boss. If she found out I let one rain on somepony, she’s gonna get real mad.”

“Your secret’s safe with me,” Shade said as he used his magic to wring out his mane and tail.

“Thank you so much.” She bowed her head. “I’m Winter Maple.” She extended her hoof to him.

“Shade.” He took her hoof in his. Her coat was so smooth and warm. “It’s nice to meet you.” He looked down, realizing that the moisture from his leg was getting her hoof wet. “Oops, sorry.” He pulled away.

“That’s okay,” she giggled. “I work with rain clouds all day. I’m used to a little water.”

Her laughter had the effect of a choir of songbirds; when he heard it, he could not resist the urge to smile. It could bring happiness to even the crankiest of individuals.

Silence fell over the two for a few moments, neither of them knowing what to say next, but for some reason, that was enough.

“Oh! I, uh...” Winter Maple started. “I have to get back to work. I need to get more water for that troublesome cloud.” She looked Shade up and down. “And I think you need to get cleaned up,” she laughed.

He looked himself over, having completely forgotten that he was soaked from head to hoof. “Right. Better get on that then.” He smiled.

“It was nice talking to you, Shade,” she said as she lifted into the air. “And sorry again.”

“You too.” He waved as she took to the sky. “And don’t worry about it.”

Shade watched as she wrangled up the mischievous cumulus. He found himself unable to remove his gaze from her form until she had completely disappeared from view.

The changeling shook his head. This was no time to get distracted. He had work to do. But first he would have to do something about his uniform. He glanced over his shoulder one more time before entering the restaurant as if he expected her to come back.

No, not "expected..."


Chapter 4: Changing Focus

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 4: Changing Focus


To say that Shade had been distracted for the past few days would be an understatement.

Things had started off well at his new job, but for some reason his attention was beginning to dwindle. He had screwed up orders and had almost tripped over himself several times. It’s a wonder he hasn’t dropped any of the customer’s meals on the ground.

Even his literacy lessons with Twilight were being tuned out. The two would usually take an hour out of the day when Shade had returned from work to do some basic learning; the first step being, of course, to teach him the alphabet. But when Twilight would ask him a question about what he was learning, he could only seem to recall a muffled drone. She was starting to find it a little frustrating to say the least. He was like that colt who sat in the back of the class and doodled in his notebook all day instead of paying attention to what the teacher was saying.

He often found himself daydreaming, lost in his thoughts for no apparent reason. On two separate occasions he ended up getting lost on the way back from work, somehow ending up on the other end of town or walking straight past the library completely.

What was wrong with him? Was his intelligence deteriorating? Was having a routine day-to-day life turning him into a mindless zombie?

No. He knew why. He wanted to believe he didn’t, but he did. The reason he was so unfocused and out of it...

It was her. That mare he had met on his first day of work.

Winter Maple...

He had repeated the name to himself thousands of times since he met her and never did the words lose meaning. He started to see her image everywhere. Her flawless form implausibly coalescing from inanimate objects that otherwise didn’t resemble a pony at all: The unreadable text in the books Twilight had been using to teach him, the soups and salads he delivered to his customers, even the twinkling stars of Luna’s night seemed to have dedicated a constellation to her that only he could perceive. He had subconsciously drawn no less than half a dozen maple leaves in his notepad when he should have been jotting down orders.

His mind was plagued with thoughts of her. No, "plagued" would imply that it was a bad thing. The fact that he had been caught several times with a goofy smile on his face told him that, whatever was going on, he was enjoying it, but it was ultimately having a negative impact on this new life he had begun to make for himself. Whether he liked it or not, something had to be done.


The changeling jumped at the sound of Twilight’s hoof hitting the table.

“W-What? What’s going on?” he flustered.

“Were you paying attention at all?”

“Uh, sure. Yeah, every word,” he lied.

She shot him a stern look. “No you weren’t.”

“If you knew, then why’d you ask?”

“You’re in no position to get smart with me, mister,” she lectured. “Your inattention is starting to become a major problem. A foal in kindergarten could have memorized the alphabet by now but you’ve been too busy going into space every day.” She took a more concerned tone. “If this keeps up, Shade, you could lose your job.”

“Y-Yeah. I know...”

“I know not everypony likes to learn as much as I do,” she said sympathetically. “But this is an essential skill that you can’t really afford to live without. To be honest, I’m surprised you’ve made it this far in life without it.”

She was really starting to make him feel small. He’d never been afforded the opportunity to learn. He and the other changelings were too preoccupied with surviving the next night. Of course, he couldn’t tell her that.

“You’re right,” he admitted. “Sorry, I’ll try to focus more from now on.”

“Good.” She smiled. “Now then, back to the teaching you the alphab-”

A light rapping on the front door elicited an exasperated sigh from the lavender unicorn. With great annoyance, she rose to identify the visitor and opened the door.

“Good evening, Twilight, darling!” Rarity greeted with great enthusiasm as she invited herself in.

“We’re kind of busy here, Rarity. Did you need something?” Twilight asked, not trying very hard to veil her irritation.

“No, not really, dear. We were just in the neighborhood and thought we would stop by for a visit.”


“Hello, Twilight,” came a quiet voice from beyond the threshold.

Finally making her way inside was a pale yellow pegasus with a long, flowing, pink mane. Shade had met her once within the time he’d been living in Ponyville, but she hadn’t spoken a word to him. All he knew about her was from what Twilight had told him. Her name was Fluttershy and she was an animal caretaker who lived on the outskirts of town. A very soft spoken type, but Shade could have figured that out without Twilight’s help.

“Oh, I’m sorry, Fluttershy. I didn’t see you there,” the violet mare apologized.

“That’s okay. I’m used to it.”

And completely passive. Shade had trouble believing that she wielded one of the Elements of Harmony.

Her eyes drifted over to the stallion seated at the table. If she had been planning on saying anything else, it wasn’t coming out now. She seemed to lose her voice whenever Shade was nearby. All she would utter were little meeps and whimpers. Twilight had told him that she just wasn’t good with strangers, but from his point of view it almost seemed like she was afraid of him.

“Anyhow,” Rarity interjected, “What are you two up to this evening, hmm?”

“Same as usual,” the other unicorn answered. “I’m teaching him how to read. Or at least I would be if he would get his head out of the clouds for two seconds.” She shot him a look.

“Hey, I said I would try to pay more attention,” the stallion defended.

“Perhaps we could help?” the white unicorn offered.

“No offense, Rarity, but this is really a one pony job,” she said as she took her seat next to Shade once more.

“I’m sorry, dear, but do you have any experience with helping foals with their schoolwork?” Rarity said condescendingly. “I’ve spent many an hour helping Sweetie Belle with her studies, whether it be reading, mathematics or what-have-you. I know how to properly educate a young foal.”

“I’m not a foal...” Shade muttered under his breath but was ignored.

“Fine, if you want to teach him, be my guest.” She tossed the notebook that she had written the alphabet in to the side of the table where Rarity was standing.

The fashionista looked at the book, surprised. “No, no, you’ve already made it quite clear that you don’t need my help.” She slid the notebook back to Twilight.

The pair continued their little back and forth. With a sigh, Shade stood and walked towards Fluttershy hoping to take advantage of the two unicorns’ distraction and maybe get her to open up to him a little bit.

“Do they do this often?” he asked casually.

She didn’t reply. The pegasus only turned her head to hide her teal eyes behind her pink mane and shuffled a few inches away from him. That wasn’t about to deter him from trying.

He wanted to start a topic of conversation, hoping that something would bring her out of her shell. He figured he may as well speak about what was on his mind. “You know, I think the only reason I’ve been having trouble concentrating lately is because I met this mare the other day and-”

“What was that?” He suddenly had Rarity’s full attention, as though her little argument with Twilight had never happened.

“Uh, what?” Shade tried to feign ignorance and pretend he hadn’t said anything. He didn’t know they would hear him.

“Did you just say you met a mare?” the white unicorn asked, taking a step closer to him.

“Um...maybe?” He didn’t like that look in her eye.

“And she’s the reason you’ve been so distracted lately?” Another step.

Shade tried to match her steps forward with his own steps back.

“Rarity, what are you inferring?” Twilight asked. Her tone suggested that she knew exactly what she was inferring, but didn’t voice it out loud just in case she was wrong and didn’t want to plant any ideas into the other unicorn’s brain.

“I think our new resident may be smitten!” Rarity clapped her hooves together in glee. “Oh, we simply must know who, darling! Tell us!” She pushed forward until she was directly in Shade’s face.


“Rarity, you’re scaring him,” Twilight stated flatly.

Realizing she had encroached horribly on his personal space, Rarity backed off. “Ahem, yes...well...my apologies. But you must tell us, dear! Which lucky mare has stolen your heart?”

"Lucky mare?" "Stolen his heart?" What was she going on about?

“I’m not sure I understand exactly what you think is going on,” Shade said.

“What’s to understand, darling? You’ve been distracted ever since you met her and you’ve been thinking about her ever since. You are clearly taken with this mare,” Rarity explained.

“‘Taken'?” he repeated.

“Just give us a name, dear. We’re dying to know.”

He certainly couldn’t forget that. It was one of the only things that had remained constant in his subconscious.

He sighed in defeat. He wasn’t getting out of this. “Winter Maple.”

“‘Winter Maple'?” Rarity repeated to herself, tapping a hoof on her chin. “No, not ringing any bells. Twilight?”

“Nope, sorry. Can’t say I’ve heard the name before either.”

“I know her.”

“What does she look like? Maybe we’ve seen her around,” Twilight suggested.

Shade had no trouble recalling her features from memory. He had only known her for about three minutes but her image was burned into his memory. “She’s a pegasus with a red mane, a white coat and a maple leaf cutie mark.”

“I know her.”

“Sounds sort of familiar,” Twilight attempted to recall. “But then again there are lot of ponies here, some of them tend to look the same. I might be remembering a different one. What about you, Rarity.”

“Hmm, no, sorry. I bet Pinkie Pie would know who she is though. Perhaps we should ask her?”


Fluttershy clapped her hooves over her mouth when the three unicorns looked in her direction in complete awe.

“Um...I mean...I know her.”

“Y-You do?” Twilight was still in minor shock from the sudden outburst.

“Yes...well, no, not really. That is to say, I know of her.”

“So you haven’t actually met her in person?” Rarity assumed.

“No. Rainbow Dash told me about her. She’s part of the weather team,” Fluttershy quietly clarified.

“That makes sense,” Shade spoke up. “When I met her she was rounding up a storm cloud.”

“‘Storm cloud'?” Twilight wondered aloud. “Oh, it must be for that storm they have planned for this weekend.”

“Oh, those kind of details aren’t important, dear. What is important is what she’s like. Do tell, Fluttershy.” Rarity listened intently for the desired information.

“Well, I don’t know. Like I said, I haven’t actually met her. You should to ask Rainbow Dash,” the pegasus suggested.

“Then we shall do just that. Come along, everypony.” The white unicorn made her way to the door but stopped when she realized that she could hear only one set of hoofsteps following her. She looked back at Twilight and Shade who hadn’t moved. “Is there a problem?”

“Right now?” Twilight asked. “We were in the middle of something here before you two arrived. We haven’t been able to get any studying done these past few days and I’m not about to waste the rest of this day tracking down information about Shade’s crush.”

The lone stallion in the room turned away with crimson cheeks.

“But Twiliiiiiight...” Rarity pouted.

“I know how much you like to play matchmaker, Rarity, but can this at least wait until tomorrow?” the exasperated unicorn asked.

“I...suppose,” the dejected mare gave in. “Fine. Tomorrow then. Come, Fluttershy, let us take our leave. We are obviously not wanted here.”

“Oh, alright,” Fluttershy peeped. “Bye, Twilight.”

The door closed quietly behind them, leaving the remaining two unicorns alone in the library’s lobby.

“I think she’s upset with you,” Shade pointed out.

“She’ll get over it. Whenever she hears that somepony is having relationship issues, she always insists on getting involved. She’ll have forgotten this whole debacle tomorrow.” Twilight sat herself down at the table once more. “Now, can we please get some studying done tonight? That is, if you can keep your mind off of Winter Maple for the time being.” She smiled mockingly at him.

“Please don’t do that. I’m uncomfortable enough as it is.”

Twilight giggled as Shade joined her. Now that his conscience was clear and he let somepony know what was going on, maybe he would be able to concentrate on his studies.

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

Or maybe not...

Shade had been determined to learn something that night, but his mind just wouldn’t allow it. He even insisted that they stay awake late into the night. It was as if his brain was afraid that any new information would somehow push out his memories--however short they were--of Winter Maple. It was the moment that Twilight’s head hit the table that he decided it was a futile effort.

As with every morning he had awoken in Ponyville, Shade was jostled from his slumber by a chorus of singing meadowlarks...or he would have had he gotten a wink of sleep. Apparently, telling somepony about the issue did nothing to resolve it. In fact, it only proved to make the situation worse. His night was completely restless, tossing and turning, thoughts of the beautiful snow-coated pegasus pervading his dreams.

He slowly opened his weary, sleepless, emerald eyes and scanned the room to confirm the time. Sure enough, the morning star was beaming its rays throughout the room. But this wasn’t the same room he had spent his first night in. On the same day that he acquired his job as a waiter, Twilight had been busy moving the spare bed from her own bedroom into this one: the library’s observatory. It wasn’t originally intended to be an observatory, but the studious mare had done some remodeling after moving in. As with every other room in the building, its walls were lined with countless tomes, most of them, according to Twilight, pertaining to astronomy, meteorology, astrology and other foreign words that Shade had never heard before. The more defining features of the room were the various devices and gadgets that were laying around. There was only really one that the changeling recognized: the large telescope pointing out of the window. The rest had purposes that were far beyond his comprehension.

Shade lazily rolled himself over to the edge of the mattress and let himself plop onto the floor below, dragging his pink sheets with him. He was still so somnolent that on any other normal morning he could have drifted back to sleep right then and there, but that wasn’t going to happen for two reasons: For one, if the previous night was any indication it would prove to be a fruitless endeavor. For another, he had to get ready for work. The only thing that gave him the motivation to keep moving was the beckoning aroma of breakfast wafting up from the kitchen. He was worried that he may have been developing an addiction to Spike’s homemade pancakes. After tasting their soft, fluffy, maple syrupy goodness for the first time, he didn’t see how it would be possible for him to go back to living in the Changeling Kingdom, feeding on scraps of rotten fruit and malnourished wildlife.

His eyes refused to help him, mentally screaming at him to get his butt back to bed, so he had to rely on the vaporous fragrance of Spike’s cooking to lead him to the door and down to the lobby. By the time he had made it to the kitchen, his optics were back in full operation, if only to behold the sight of those magnificent blueberry pancakes.

“Morning, Shade,” the baby dragon greeted. As he usually did when he prepared a meal, he was adorned with a white apron and chef’s hat. A little much for just pancakes but who was he to spoil the little guy's fun? Spike observed the unicorn’s current physical state of dishevelment. “Geez, you look awful, dude. You see what happens when you stay up so late studying?”

“Ugh, you don’t get to lecture me about that this morning, Spike. It was his idea.” Twilight’s voice came through the doorway shortly followed by the unicorn herself, rubbing her puffy eyes with a hoof. Shade would have turned to acknowledge her presence had he not been busy scarfing down pancakes.

“Actually, I was talking to him,” Spike said as he placed a second plate of the divine golden discs on the table for her. “But now that you mention it, you don’t look so good yourself.”

“Noted,” she replied with a hint of vexation as she seated herself at the table.

Twilight had been ready to shovel a forkful of pancake into her mouth, but her open jaw let slip an irritated sigh instead when an incessant knock came at the front door. “Augh, who in Equestria would come over here at this hour? Shade, get the door.”

“Me?” the hungry stallion said with a mouthful of pancake and syrup before swallowing. “I’m just as tired as you. Get Spike to do it.”

“Little busy over here,” the dragon called from atop a stool at the stove, tending to his own breakfast. “I have to eat too ya know.”

Defeated, and with great reluctance, Shade rose from his seat. “Fine, I’ll get it.”

“Thank you.” Twilight flashed him a mocking grin as she dug into her meal.

The changeling muttered under his breath as he made his way to the library’s main entrance. With a cast of his neon green magic, the door swung open.

“Do you need someth-”

His lethargic greeting was cut short by a shower of colorful confetti and streamers which were accompanied by the screeching sound of a blaring kazoo. Shade flinched as if in physical pain from the offending noise.

“Goooooood morning!” came the enthusiastic voice of an all-too-familiar earth pony.

Shade rubbed his poor ears and used his magic to pluck the party favors off of his face and torso. “Pinkie, do you have to that so early in the morning?”

“What better way to wake up a sleepy sleepyhead?” she answered cheerfully, batting her eyes.

“Whatever. Do you need something?” he finally managed to ask.

“Uh-huh. I came to make a delivery!”

“Doesn’t the mailpony usually handle that?” Shade pointed out. He was a little surprised at how quickly that knowledge came to him. He had learned more than he thought in his short time here.

“Well, if this were normal, boring mail, then yes,” she started. “But this a super-special delivery and the only way to deliver a super-special delivery is in person!” The pink pony reached into her poofy mane, pulled out a pink, sealed envelope with a gold trim and thrust it into Shade’s possession.

Shade held the object aloft with his magic and attempted to analyze it. “What’s this?”

“It’s an invitation, silly, can’t you tell? I used my invitation envelope and everything,” Pinkie stated, pointing out the flamboyant features of the detailed paper.

“An invitation to what?” the increasingly puzzled changeling asked.

“Duh! Your party!” she exclaimed, tossing another load of confetti into his mane, much to his annoyance.

Shade raised an eyebrow. “My...party?” He tried to recall any mention of a party recently but none came to mind.

“Yeah, you know? Your Super-Fantabulous-Welcome-To-Ponyville-Party!?”

She was met by a pair of uncomprehending eyes.

“Or maybe you don’t remember because I keep changing the name?” She waited for his look of remembrance. She didn’t get one. “Anyways, the party is later today at five p.m. sharp, got it? This invitation is good for you, Twilight and Spike. I know it seems silly to think that you wouldn’t be there because you are the guest of honor and everything, but you never know. You did forget your luggage when you moved here after all.” Pinkie looked back at the blank stare she was receiving from the unicorn. “Well, if you do forget any of the details, just look at the invitation, everything’s in there. Or get Twilight to look at it, cuz you can’t read.”

The two stood there staring at each other in silence for several moments, one with a friendly, unimposing smile, the other with a look of bewilderment. Shade, in his sleep-deprived state, was attempting to decipher everything Pinkie Pie said, but noticed that she had said "get Twilight to look at it." Sounded like a plan to him.

“So, that’s everything. I’ll leave you alone now so you can get back to your...” She paused to sniff the air. “Ooooo, pancakes!” She made to step inside but was halted by a white hoof, forced to perform an about face and nudged out the door. “Right, sorry! I’ll see you at the party then!” the earth pony called over her shoulder as she bounced back to Sugarcube Corner.

Shade looked at the delivery again. He shrugged and made his way back to his no doubt cold breakfast. Twilight had just finished the final bite of her meal when she heard him re-enter the kitchen.

“So, what was that about?” she asked, visibly relieved that she hadn’t been the one to answer the door after she heard the voice of the visitor.

Shade slapped the envelope down on the table and returned to his seat, intent on finishing his breakfast. The mare glanced quizzically at the ornate package before realizing what it was.

“Ah, an invitation,” she deduced. The violet unicorn lifted the pink paper with her magic. She held it away from herself, turned her head to the side, and squinted her one exposed eye. Shade watched in confusion as Twilight performed this weird ritual. She slowly lifted the seal to open the envelope. A burst of confetti shot forth from the paper and drifted to the floor.

“Where does she keep all that stuff?” Shade pondered aloud.

“It’s best not to think about it. I’ve spent two years trying to figure her out and only wound up more confused. Now let’s see...” Twilight removed the note within and examined it. Shade followed her eyes as they shifted from left to right, reading the message. “Okay, so there’s a party for you at five and Spike and I are invited. Alright then.” She tossed the note and envelope over her shoulder, the two pieces of paper floating into the trash can. “I guess we’ll head over to Sugarcube Corner when you get off from work.”

“Is there a purpose to this party?” he asked with genuine curiosity, wondering if this is something he really wanted to attend.

“A couple of reasons really,” she started. “First, Pinkie is always looking for an excuse to throw a party and a new pony in town is her favorite excuse. Second, it’ll be a great way for you to introduce yourself to the community.”

“‘The community’? Just how many ponies is she planning to invite?”


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

This is a tad overwhelming, Shade thought as he entered Ponyville’s famous bakery, Sugarcube Corner, an establishment that resembled a giant gingerbread house. He, Twilight and Spike arrived at five in the afternoon just as Pinkie Pie had requested and already the place was packed with dozens of enthusiastic ponies mingling and conversing and enjoying the snacks that had been laid out. The three had to push their way through the crowd just to get inside.

A pleasant, sugary aroma filled the entire room. Shade could pinpoint the source immediately. Several long tables of food had been set about the lobby of the bakery, lining the walls. Atop them were an innumerable amount of pastries, candies and various other snacks. The changeling’s attention was fixated on the foreign treats; they didn’t serve this kind of stuff at the café. There were plates of small, brown discs with little darker-brown chunks inside them, apples on sticks that had been slathered in some bizarre, sticky goo, trays of round-topped pastries with pink frosting and small, rainbow-colored specks and topped off with bright, red cherries. He didn’t know what they were, all he knew was that they smelled delicious.

“Gangway! Comin’ through!”

Before Shade had time to react, he was abruptly shoved to the side by a ravenous, rainbow-maned pegasus who proceeded to stuff her face with the delectable treats.

“Hi, Rainbow Dash.” Shade attempted to be social and tried to get a conversation going. After all, that’s part of the reason he was here. Of course, he had already met Rainbow Dash, but it was a start.

The pegasus paused to look his direction. “Shup?” she greeted with a mouthful of cupcake, crumbs spraying from her open mouth, before returning to devouring the party snacks. This obviously wasn’t going to go anywhere.

“Sweet! Cookies!” A pair of small, purple claws clasped the edge of the table allowing Spike to pull himself up high enough to spot the sumptuous confectioneries. He reached a claw towards the desired sweets. A cyan hoof quickly pinned the baby dragon’s talons against the fuchsia tablecloth, followed by an angry growl from the pegasus who was baring her teeth like a lone wolf defending its kill. “Ow! Okay, fine. I’ll try another table,” he surrendered as he pulled his claw from the grip of death. Rainbow Dash watched until the dragon disappeared into the crowd before continuing her feast.

Shade had watched the encounter unfold with a hint of uneasiness. “Right, I’m just gonna, uh...go...over here now.” He slowly backed away from the mare, careful not to make any sudden movements, and pushed through the crowd.

The changeling managed to find himself a clear, open spot near the back of the room where he could actually stretch his legs more than three inches. He surveyed the crowd for a minute. “Great. I lost Twilight. I should probably find her.”

“Shade? Is that you?”

He turned around to see a pink mane peek out from a nearby archway.

“Oh, good, you made it!” Pinkie Pie said as she entered the room proper. She was wearing a pair of odd, powder blue gloves on her front hooves. “I was starting to worry that the guest of honor wasn’t gonna show. That would be awkward because then everypony’d be like, ‘Hey! Where’s that guy this party is for? I wanna meet him!’ and I wouldn’t wanna disappoint my guests. But it’s okay now cuz here you are! Oh! We should totally introduce you to everypony!”

Pinkie inhaled deeply. Shade scrambled to stop her, slapping a hoof over her mouth. “T-That’s okay, Pinkie! You don’t have to do that!” He removed his hoof, hoping he had been successful in preventing her from grabbing everypony’s attention.

She frowned. “Aw, but I wanna do it. I always do it for every new pony when I throw them their Welcome-To-Ponyville party.” The dejected look in her eyes almost made Shade want to change his mind and let her.

“Thanks, but I think I’d rather take my time with this. You know, introduce myself to them one by one.”

“But that’ll take so loooooooong.” The pink pony’s bottom lip began to quiver. Once again, Shade felt a twinge of guilt.

“Look, I’m just not comfortable being the center of attention. You wouldn’t want your guest of honor to feel uncomfortable, would you?” Hopefully this worked. He wasn’t sure if he could stand one more assault from her sad, puppy dog eyes.

“Oh. Well, since you put it that way, I guess that’s okay.” She still sounded slightly let down, but at least she was listening. “Anyway, I have to get back to the kitchen. There’s a lot of ponies here and I don’t think there’s enough snacks to satisfy ‘em all. Plus, I’ve got a big treat for you later. So, have fun until then, ‘kay?”

“Yeah, I’ll do that,” Shade said with a smile as she returned to the adjacent room.

The disguised changeling took another look around the overpopulated room. Amongst the crowd were a few ponies he recognized as customers who had come by the café, although he didn’t know their names. Perhaps now would be a good time to introduce himself. He began to squeeze into the group once more and looked around for the ideal pony to greet first. Of course, he was just telling himself that as an excuse for putting it off for as long as possible. The more who know him, the harder it would be to keep his secret, but he’d have to if he planned on living here indefinitely. It was a bit of a predicament. He positioned himself near one of the many snack tables, purposely picking the least crowded one. Maybe if he was lucky somepony would introduce themselves first and save him the trouble.

“Oh, there you are, dear!”

Shade turned his head to see a smiling Rarity excusing herself through the cluster of guests, uttering many "excuse mes" and "beg your pardons" before sidling up next to him.

“So, is she here?” Rarity asked with a sly grin.

“Who, Twilight?” Shade assumed. “Yeah, we came in together but we must have gotten separated at some point.” He cast a gaze over the mass of ponies again in hopes of spotting said unicorn. Having failed to see her, he picked up a cupcake from a nearby tray and brought it to his mouth.

“No, dear, not Twilight. Her.” The mare’s eyebrows bounced up and down.

Shade gave her a confused glance as he took his first bite of the pastry. What’s she talking about? Who is--Oh wow, this is really good! His attention was diverted away from Rarity as he savored the delicate texture and irresistible taste of Pinkie Pie’s homemade cupcake. Now he could understand why Rainbow Dash was so protective of this stuff. If Spike’s pancakes were good enough for a king, Pinkie’s cupcakes were fit for a god.

Hellooooo?” Rarity tapped a hoof on the table.

Shade snapped back to the topic at hand which was...what exactly? “Oh, sorry. You say something?” He finally swallowed the bite he had taken.

Do try to pay attention when you’re speaking with a lady, dear. It’s terribly rude to ignore your company,” she lectured, delivering a stern look.

“Right, sorry,” the stallion apologized. “So, who’s ‘she'?”

“Why, Winter Maple, of course! Don’t tell me you’ve forgotten about her already. What kind of boyfriend would you be if you just up and forgot about her so quickly.”

Shade choked on his second bite of cupcake, coughing and pounding a hoof on his chest in a desperate attempt to help force the food down his esophagus. When the crumbs finally managed their way down his throat, he gasped for breath. “What?!”

“Well, isn’t that what you want? To date her? Why else would she be on your mind so much lately?”

Shade had to absorb that for a minute. "Boyfriend?" "Date?" They had talked about this yesterday but it wasn’t until those choice words had been mentioned that he began to realize what was going on in his head. He was attracted to her? Was that it? How was that possible? How could he be certain that that’s what was happening?

Mating was a much different and much more simplified affair for changelings. Choosing a mate wasn’t about physical attraction or emotional bonds formed between two individuals. Mating had one purpose for them: expansion. Expansion of the colony and the hive. Reproducing for the sole purpose of enlarging their swarm. A changeling didn’t seek the ideal partner, they would mate with any available member of the opposite sex, as long as it meant increasing their numbers and, by extension, their chances of survival or, in the case of recent years, taking over of Equestria.

The thought of this made Shade want to retch. Here he was, ready to start a new life amongst ponies, creatures he was taught to despise, and finding himself attracted to one of them. It was made possible by this new mindset of his; he didn’t want to expand the swarm, he just wanted to live peacefully. But the knowledge was there. The knowledge of his participation in the colony’s expansion. Some of the changelings out there may very well have been his spawn. The thought disgusted him. He’d never met them, nor would he likely recognize them if he did. It may even be possible that the females he had mated with never conceived, but just knowing that the possibility existed made him sick to his stomach.

He slowly placed the half-eaten cupcake on the table, unable to take another bite.

Rarity noticed that he seemed to be deep in thought. “Are you alright, dear?”

Shade coughed into his hoof to clear his throat. “Y-Yeah, fine,” he sighed. He tried to brighten up a little. “So, I’m...attracted to Winter Maple?” He wanted to make sure that that was indeed the case.

“It would appear so,” Rarity said, smiling. A look of realization appeared as she thought about his words. She gave him a comforting smile. “This is the first time you’ve been smitten with a mare I take it.”

“Yeah, I guess it is.” Shade couldn’t help but smile too. He was feeling things that changelings weren’t known for feeling. Affection. Attraction. These were emotions that were common for ponies. It gave him comfort knowing that he could feel them too. Maybe he could fit in around them better than he thought.

“Well, if you need any pointers, feel free to ask. I’m well versed in these matters.”

“Thanks,” he said with genuine gratuity.

Rarity nodded her head politely before returning to mingle with the horde of partygoers.

Shade took another look around the room. All the colors that mixed with one another made it difficult to identify anypony there. If Winter Maple was here, finding her was going to be an ordeal. He chuckled inwardly to himself. Heh. How about that? I actually want to find her. The fact that he was eager to actually talk to somepony lifted his spirits. It just meant that he really did want to spend his life here.

The party continued into the night with ponies talking, laughing, even singing joyously. Pinkie Pie’s parties certainly were all they were cracked up to be. Even though Shade never did find the resolve to actually introduce himself to anypony, he still wore a contented smile the whole evening. He had noticed, however, that the herd had started to thin out. For once there was actually room to breath in the overcrowded bakery. Ponies tired from dancing and singing or who had jobs to attend in the morning had decided to head home for the night. There was still a sizable crowd but a much more manageable one. He even reunited with Twilight again who had apparently gotten blocked into the bathroom by a quintet of gossipy mares.

Just when everything seemed to be quieting down, everypony’s attention was captured by a blaring fanfare of trumpets from nowhere in particular followed by the familiar voice of their hostess echoing through the building, but the pink pony was nowhere to be seen.

“Fillies and gentlecolts, thank you all so very very much for coming down to Sugarcube Corner tonight!”

A few ponies in the group bid "You’re welcome" jokingly to the disembodied voice, stirring a light round of chuckles from the others.

“Aw, glad to hear you’re all enjoying yourselves,” her voice echoed again. “Anyway! I think it’s time we all get to the main event of the night! Whaddaya think?”

Several partygoers stomped their hooves against the wood-panelled floor in approving applause.

Shade smiled at the display. “They’re really getting into this, huh?” he whispered to Twilight next to him as he lifted a cup of punch to his lips.

“Of course. Pinkie’s parties are always a grand occasion. Everypony always has fun.” She glanced around the room. “Bit of a small turnout this time, however.”

Shade nearly performed a spit take. “‘Small?!'” he coughed. “There was barely room to move earlier!”

Twilight looked at him rather nonchalantly, as if this shouldn’t have come as a surprise. “Exactly. Small. A lot of her parties tend to have guests spilling out into the streets. It’s her own fault really. She sends out way too many invitations. She doesn’t bother to memorize the approximate occupancy of Sugarcube Corner, not to mention the variables like each ponies individual size or how much food she plans on serving. I told her she should consult me about these things; organization is one of my specialties. But her answer is always the same: ‘I just like to wing it,’ and always followed by, ‘even though I don’t have wings.'”

Pinkie Pie’s voice continued to call out over the room as she went into an increasingly off-topic tangent. If the laughter from the crowd was anything to go by, she was currently in the middle of telling jokes.

“One second,” Twilight said. She raised a hoof to her mouth and cleared her throat rather loudly. The pink pony’s voice quickly went quiet. “Pinkie, weren’t you in the middle of something?” the unicorn addressed the disembodied voice.

“Oops! Guess I got a little carried away there,” she giggled, “Anyway! Again! I’ll get right to it!”

The sound of static replaced her voice but promptly faded out as well. Seconds later, a large trolley made it’s way through the archway from the kitchen. Perched atop it was a monumental cake spanning three tiers and towering at least twice the height of anypony in the room. The crowd reacted with "ohs" and "ahs" as the enormous confection rolled to the center of the room.

Shade had never seen anything like it in his life. He’d been to Sugarcube Corner, he’d seen cakes, but nothing came close to the colossal pastry that loomed over him. The entire thing was covered in pure white icing and pink frosting trimmed the round edges. The bottom most and largest tier had been decorated with strawberries placed upside down and embedded in the icing around its perimeter. Around the edge were words spelled out in more pink frosting that he, unfortunately, still didn’t have the knowledge to decipher. The second and middle tier was decorated in much the same way but with bright red cherries instead and no writing. It was the top tier that was the most unique in his eyes; many blueberries dotted the layer around its sides. Their haphazard distribution conveyed an image of an inverted night where the sky was bright and littered with dark blue stars. The image was even completed by the placement of a small, chocolate cookie representing a dark moon on a bright night sky. Pinkie Pie wasn’t just a pastry chef; she was an artist.

“Ta-da!” announced Pinkie Pie, emerging from the opposite side of the cake from where Shade was standing. “Well? Is it ha-mazing or what?” she addressed her guest of honor.

“It’s...uh...” Shade was at a loss for words. The sheer size of the cake must have been a feat in and of itself. The decorations were...well...the icing on the cake, so to speak. “It’s incredible,” he finally managed to say, jaw still slacked in awe.

A bright flash suddenly grabbed his attention. He gawked in fright at the large, razor sharp, metal knife pointed straight at his muzzle and the innocently smiling earth pony holding it there.

“Now you gotta cut the cake. Here.”

Shade nervously took the blade with his magic, if only to remove it from the eccentric mare’s grip. Seeing her holding it with such an unimposing grin was an unsettling image to him; she was the last pony he wanted to see playing with knives. He stepped toward the cake and stopped just next of it. Looking around the room he could see that all eyes were on him, exactly what he told her he didn’t want. But it couldn’t be helped now. He positioned the knife over the cake’s bottom tier and slowly cut through the moist, chocolate body. Drops of cherry filling coated the knife as he removed it.

“Hooray!” Pinkie Pie exclaimed, arousing yet another round of applause from the gaggle of guests. “Now you’re an official Ponyville-ian!”

“Pony-what?” He cocked an eyebrow at her strange vocabulary.

“Ponyville-ian!” she reiterated. “Ponyville-ite? Ponyville-ese? Uhhhhh...Twilight! What’s the word for somepony who lives in Ponyville?”

“Um-” Twilight placed a hoof to her chin but didn’t get a chance to think on it.

“Oh, whatever,” Pinkie Pie dismissed. “It just means you’re one of us now! Cool, right? Oh, gimme that.” She snatched the levitating knife from Shade’s magical grasp and proceeded to slowly run her tongue along its surface, licking the deep red goo from its polished blade. The image elicited an involuntary shudder from Shade.

“Pinkie, we need that knife to cut out pieces of the cake for the guests,” Twilight pointed out. “Now it’s got your saliva all over it.”

“Oh. Whoops. I’ll just go get another one.”

Twilight sighed. “Nevermind, I’ll handle it.” The unicorn morphed her aura of pink magic into a blade and cut the cake near Shade’s incision, removing a slice and placing it upon a paper plate. She held it out to Shade. “Here. Since this is your party, you should get the first slice.”

The changeling took the plate in his grip and moved a fork into position. He scooped a piece into his mouth.

Pure. Chocolate. Bliss. Pinkie Pie really was a master of the culinary arts.

The party was back in full swing. The music came back on and ponies returned to their conversations. Several of them, now knowing the face of the secretive guest of honor, approached him to give brief, friendly welcomes. The majority did indeed recognize him as the newest waiter at the local café, but he was quick to attempt a change of subject so as not to bring attention to his subpar performance the past few days.

Not surprisingly, the tables around the bakery were covered in uneaten or half eaten food. Pinkie Pie made sure to replace each and every tray that went bare. By this time in the night though, everypony had had their fill leaving a lot of leftovers. The ponies actually had an overabundance of food. Yet another reason for the changelings to despise them.

Shade admired what was left of Pinkie’s impressive cake. It was so beautiful to look at, it was almost a shame to see it eaten. He cut himself another slice and bit into the delectable, black forest masterpiece. Almost.

“Hello again.”

Shade’s heart skipped a beat as the melodious sound of a familiar voice graced his fabricated, white ears. He was almost afraid to turn around in fear that his hopes would be crushed if it wasn’t who he thought it was. He swallowed his bite of cake and slowly turned to face the opposite direction...

...And there she was, staring at him with those gorgeous, amber eyes, a cheery smile curved along her muzzle.

Winter Maple.

He wondered how she had found the time to come here what with how busy she was occupying his thoughts as of late.

“H-Hi,” he stammered but returned her happy smile. “I was wondering if you’d be here.”

“You were?” She tilted her head in confusion.

Aw, crap! Was that too forward? “W-What I meant was, Pinkie invited so many ponies, I figured that maybe you would be here too.” He cracked a nervous smile.

“Yeah, Pinkie Pie came knocking on my door early this morning with an invitation. I was still in bed and really sleepy,” she laughed. “I was just gonna ignore the invite at first, but when I saw your name on it, I thought I’d come by to say hi. It’s the least I could do to apologize for what happened before.”

Is this what they call ‘fate'?

“I was gonna come over and talk to you earlier,” she continued, scuffing a hoof on the floor. “But you seemed busy, what with the food and the other ponies and the whole ‘cake’ thing.”

There was that comfortable silence again. Neither of them said anything, yet they continued to smile as if nothing needed to be said.

“So, you’re new in town then?” Winter finally asked him, breaking the silence.

“Yeah, moved here a few days ago,” he replied.

“Do you like it here?”

Anywhere is better than the Changeling Kingdom. “Yeah, I’m really enjoying living here.”

She smiled. “That’s great. I actually moved here a month ago myself.”

“Really?” Shade was willing to latch onto anything the two of them might have in common.

“Uh-huh. I worked at the weather factory in Cloudsdale for a while, but I got fired.” Her expression dropped slightly. “I needed to find an easier job and when I heard there was a position open on the Ponyville weather team, I jumped on it.” She perked up again. “And here I am.”

“I’m glad things worked out for you in the end,” Shade said with genuine happiness.

“Thank you. I’m just relieved to know I’m not the only new pony around here. I’m still kind of getting used to this place. Cloudsdale is a pretty bustling city. Where are you from?”

“The Ch-” He cut himself off as quickly as he could. Whoa! That was a close one. He had nearly spilled the beans. What happened there? It was like his mind wouldn’t let him lie to her. “Las Pegasus,” he corrected himself.

“Wow, I guess we’re in the same boat then, huh?” she giggled. Shade nervously joined in, simply glad that she hadn’t picked up on his little slip up. “Hey, maybe since we’re both new here, we could learn a little more about this place together.”

“‘T-Together’?” His cheeks began to tint with pink.

“Yeah, maybe we could hang out sometime. Walk around town, figure out where everything is, you know?” Now her cheeks were becoming flushed. “I can be a bit forgetful at times, so getting a good look around will help me remember where everything is.”

“That...sounds fun.” Shade couldn’t keep the smile off of his face. This was exactly what he had hoped for.

Winter glanced up at the clock on the wall. “Aw, geez, it’s getting pretty late, isn’t it?”

Shade’s eyes followed hers to the timeface. In his short time here, he had learned on his own how to tell time using an analog clock. He would simply compare the positions of the hands to the sun and moon’s position in the sky. Easy. He noticed the time was nearing midnight. It wasn’t until he saw that that he realized he was actually pretty tired himself and let out an involuntary yawn.

“Sorry, I’ve gotta get up early tomorrow to round up more rain clouds,” she said apologetically. “Maybe we can get together tomorrow evening?”

“That sounds great,” the changeling agreed.

“Alright then. It’s a date,” she giggled jokingly as she turned to head towards the front entrance of the bakery.

As Shade had done the first time he met her, he watched her leave until she was completely hidden from his sight. When she was gone, he sighed contentedly to himself. This had gone better than he could have hoped. His heart was beating out of his chest, sweat had began to form underneath his coat, and his face was hotter than the sun. But he was happy. Happy that he had finally seen her again. Maybe now a good night’s sleep wouldn’t elude him.

“So, was that her?” Twilight walked up to him, apparently having eavesdropped on the entire exchange.

“Yeah, that’s Winter.” He didn’t take his eyes off the empty doorway.

Twilight flashed him a sly smirk. “It looks like you two really hit it off. And did I hear correctly? You have a date tomorrow?”

Shade chuckled. “Heh, I guess I do,” he said in minor disbelief. “I have a date.”

A sudden realization dawned on him and his eyes went wide as if he had only just managed to wrap his head around what had happened.

“Oh crap! I have a DATE!

Twilight was unexpectedly shoved out of the way as Shade shot past her and burst out the door of the bakery in a panic. The mare stood there, bewildered.


Chapter 5: A Change of Pace

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 5: A Change of Pace


The night air was still and calm over Ponyville with the exception of the upbeat music and raucous laughter emanating from Sugarcube Corner. No doubt they would be hearing complaints the next morning, but such was the usual when it came to Pinkie Pie’s parties. Aside from that, the atmosphere was quiet and serene. The town’s residents were tucked snugly in their beds, ready to tackle the dawn when it came knocking.


A white-coated, unicorn stallion flung himself through the front door of Carousel Boutique in a panic. His eyes darted about the room, scanning for the mare in question. She had left the party earlier in the night saying something about needing her beauty sleep. The sound of hurried hoofsteps could be heard rushing towards the lobby.

“What is all this commotion?” Rarity said as she turned the corner from an adjacent hallway wearing a plush, pink robe and slippers, and a sleep mask over her forehead. “Shade? What in Equestria are doing here at this hour?”

“I need your help!” the panicked stallion blurted. His chest was heaving rapidly showing that he had run all the way here from Sugarcube Corner and his shouting was doing nothing to remedy that.

Rarity rubbed her temple with a hoof. “Look, just calm down. There’s no need for shouting. What’s the matter?”

“I have a date! With Winter! Tomorrow!” Shade yelled hysterically.

The violet-maned mare gasped with glee. “Really!? Well, that’s wonderful, darling! But why are in such distress? I thought that’s what you wanted?”

“I-It is! But...” He paused and took a deep breath to calm his nerves. “I don’t know the first thing about dating.” Shade hung his head in embarrassment.

“Is that all?” Rarity chuckled, waving a hoof. “Well now, that’s nothing to be so worked up over.”

He lifted an eyebrow. “It’s not? But what if I do something wrong and screw everything up?”

“Listen to me, darling.” She walked closer to him, placed a hoof on his shoulder and smiled at him reassuringly. “I told you that if you needed advice you need only ask. I would be glad to share with you the many dating tips I have in my repertoire.”

Shade let out a sigh of relief. “Thanks, I could really use some pointers. I want this to go as well as possible.”

“Well, that shouldn’t be a problem, darling. But as eager as I am to lend a helping hoof, can’t it wait until tomorrow?” she asked, rubbing her eyes for emphasis.

“B-But my date is tomorrow,” the changeling stammered worriedly. “I need your advice now!”

Rarity closed her eyes. “What time do you start work tomorrow?” she asked tiredly, stifling a yawn.

“I have the afternoon shift. Why?” Shade asked, tilting his head.

“Then just stop by my boutique in the morning. We should have plenty of time to go over the necessary information,” she explained. “Now, if you’ll please excuse me. I was in the middle of the most exquisite dream before you so rudely barged in. And might I recommend that you head straight to bed yourself. You wouldn’t want to show up for your date with horrible bags under your eyes,” Rarity suggested as she sleepily made her way back towards her bedroom.

It hadn’t occurred to him until she mentioned it, but he was pretty tired. “Yeah, I’ll do that.” In the grip of his green aura, the front door of the parlor swung open in a much less violent fashion than it had when he entered and he stepped beyond the threshold. “And thanks again.”

He quietly closed the door behind him. He had already startled her once tonight, she probably wouldn’t be as forgiving the second time. Heeding Rarity’s advice, Shade strolled towards the library to get as much rest as he could for the next day.

He observed the flawless night sky as he walked, appreciating Princess Luna’s artistry. Unlike Celestia, the changelings held little disdain for the Princess of the Night, after all she had been absent for the past thousand years. In actuality, many changelings respected her--or rather respected what she once was: Nightmare Moon. As nocturnal creatures, changelings would have thrived in the eternal night that the corrupted moon princess had sought. But then again, life cannot exist without the sun. Had she been successful, it would only be a matter of time before Equestria were reduced to a dark, barren wasteland. As far as he knew though, changelings were more or less indifferent to Princess Luna since her purification and return to the throne, but they still reveled in her beautiful night. Bright, shining stars, the glow of the moon and the complexity but artistic flair of the constellations she so expertly weaved. It was a shame to let such a magnificent night go to waste.

The activities of the night were beginning to catch up to him. He felt his eyelids becoming heavy and feared he may not be able to stave off sleep until he reached the library.

"Oof." Shade’s muzzle collided with the solid wooden frame of the library’s door. In his lethargic state he hadn’t even noticed how close he’d been. He grumbled lazily to himself and opened the door, eyeing it angrily while he rubbed his nose as if it had somehow offended him.

“Oh, there you are.”

Shade’s ears almost completely tuned out Twilight’s voice as he entered. He was too tired to talk right now.

“After you took off, I went to look for you. What was all that about back there anyway? You just ran off in a panic for no reason. The least you could have done is told me where you were going.”

Shade groggily walked past her, making his way to his bed. “Can we talk about this over breakfast?” he mumbled. “I’m kinda tired.”

Twilight held a hoof out to stop him. “You seemed really worried about something. Maybe we should talk about it. Is it about Winter?”

He gave her an annoyed, half-lidded stare. “It’s nothing serious, okay? Like I said, I’ll explain tomorrow.”

“Oh. Alright then. As long as everything’s okay.” She allowed him to continue staggering his way to his room. Twilight eyed him curiously as he disappeared at the top of the stairs. She smiled and giggled to herself. “Guess the sugar high wore off, huh?”

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

“Wow. I didn’t know you were so worried about this. You must really like her,” Twilight laughed.

Shade hurriedly scarfed down spoonful after spoonful of cereal. He wasn’t necessarily hungry, especially after how much he had eaten the previous night, but he was in a rush to get through breakfast.

“I guess so.” He still wasn’t entirely sure what was going on in his brain. These feelings were still pretty new to him. Maybe going on a date would be the perfect way to get some answers to the questions that were plaguing his mind. Even though he was still quite nervous, he was actually looking forward to this.

Twilight smiled. “Don’t worry, I’m sure Rarity will clear up any concerns you have.”

“I hope so.” Shade twirled his spoon through his cereal thoughtfully, watching as the vortex he created in the bowl pushed the pieces towards the edge, forming an almost unobstructed pool of milk in the middle with a few lingering bits spinning about. His thoughts were swirling just as much as his breakfast. “Do you think she likes me too?”

“Well, she probably wouldn’t have asked you out if she didn’t like you,” the violet mare pointed out. “Listen, you’re worrying too much about this. I’m sure that once you have your little talk with Rarity you’ll start to feel more confident. That is, if you pay more attention to what she’s saying than you do to your lessons.” She cast a glance through one eye as she lifted her spoon to her mouth.

“Maybe you’re right,” he sighed. “I should get over there as quickly as possible then.” He stood from his seat, ignoring the cereal that remained in his bowl.

“Good luck. And most of all, enjoy yourself.” Twilight waved as Shade made his way to the door.

Stepping out into the fresh, morning air, Shade inhaled deeply. It was a morning ritual he partook in every day. No matter how many times he did it, he still found it hard to believe that he could live somewhere other than the Changeling Kingdom. Every night he expected to wake up lying on a cold pile of cracked, dead leaves with the heartless, bitter wind blowing over his starved body. He was living a vivid dream, one from which he wished never to wake.

Just as his ritual had been no different, nor was the rest of Ponyville. Ponies of all shapes and sizes were going about their usual business as well. Earth ponies tending to their gardens, pegasi swooping through the air to clear the skies. He even gave a passing greeting to Zecora as she came to share her herbal medicines with the townsfolk.

The difference between today and every other day, however, was how many more ponies he noticed waving and saying hello to him. Almost everypony he passed greeted him with a smile and some even addressed him by name even though he could swear he hadn’t met them before. This must have been Pinkie Pie’s doing. With all the ponies that had been at his welcome party, a lot more of them recognized him now. It gave him an odd mixed feeling of comfort and unease. Now that so many ponies knew him, he was going to have to be extra careful in keeping his secret. By some miracle he had earned their trust. He didn’t want to compromise that.

“Howdy, stranger.”

Shade cringed when he heard her familiar southern accent. She was the last pony he wanted to see right now. No doubt this encounter was going to become a blemish on what he hoped would be a perfect day. He had made an effort to avoid Applejack wherever possible, but with her being one of the bearers of the Elements and him living with one, she was bound to show up sometimes and such encounters were never pleasant.

He recalled one particular encounter when she had stopped by the library to visit Twilight. They had been in the middle of one of his reading lessons and upon learning that he was illiterate began do deliver a salvo of veiled insults. She kept up a friendly demeanor--no doubt due to Twilight's presence--but he could feel the sting from each and every one. Shade had tried to tell Twilight about it, but she simply suggested that Applejack could sometimes be a bit abrasive and that he shouldn't take it personally. He didn't see any other way to take it. It was blatantly obvious that her intentions were to tick him off to the point where he would want to leave Ponyville.

The sound of her hoofsteps were accompanied by the creaking of wagon wheels. Applejack was towing a decorated cart behind her with various apple-based food products laid out in an organized fashion upon its shelves. He’d seen her lugging this thing about before. She was on her way to the market to sell her wares, another one of the many duties a member of the Apple clan was tasked with. Even though they seemed to have a mutual dislike for one another, he certainly had to respect her dedication to her work and her family.

“I s’pose yer off ta work too, city slicker?” she asked, her mock friendliness not doing much to mask her patronizing tone.

“No. I’m not,” he responded without looking in her direction.

“Oh? Then where ya headed?”

He really didn’t want to have this conversation with her. It would only lead to more hazing, but there was no getting around it. “Not that it’s any of your business, but I’m heading over to see Rarity,” Shade answered, hoping his audible irritation was enough of a hint to get her to back off.

But he would have no such luck.

“Rarity? What, so now yer gettin’ chummy wit’ her?”

He stopped walking and turned to face her. “What’s that supposed to mean?” he asked defensively.

“Ah’m saying you better not try any funny stuff wit’ mah friends.” For what seemed like the first time, Applejack stared at him with a look of defiance. She wasn’t wearing her usual subtly accusing grin.

“For your information, I’m going to her for dating advice.” He wasn’t happy to relinquish that info, but if it would shut her up...

“‘Datin’ advice’?” Applejack sounded legitimately confused. “Whadda y’all need datin’ advice fer?”

Shade simply scoffed and turned to continue walking with Applejack pursuing him. He didn’t feel the need to dignify her question with a response. The answer should have been obvious anyway. She caught on quickly enough though.

“Ya got a date ‘r’ somethin’ comin’ up,” she prodded. The earth pony seemed wary of his motives.

“Yes,” he replied blandly.

“With who?” Now she just sounded angry.

“I know what you’re thinking, and it’s not Twilight.”

“Oh, so now Twi ain’t good enough fer ya.”

Shade stopped in his tracks. That’s it! I’ve had it! He grit his teeth and swung around to face his interrogator again.

“What is your problem?!” he snapped

Applejack took a step back as best she could with the apple cart strapped to her. “W-Wha-”

“All you’ve done since I got to this town is antagonize me! What could I have possibly done to you or your friends to deserve that kind of treatment?! I thought everypony here was supposed to friendly!”

Applejack was at a loss for words. Shade had seemed so passive up until now, she had never expected him to lash out like that.

“Why don’t you just leave me alone and let me live how I want to live, alright?” He was more or less just attacking any obstacles that were getting in the way of his happiness at this point. And she was the biggest hurdle yet.

Shade turned his back to her and began to trot away, continuing on the path to Rarity’s boutique. The sound of a remorseful sigh caught his attention.

“Yer right...”

He stopped and turned his head back to Applejack.

“Ah’ve been a right jerk to ya. An’ ya didn’t do anythin’ ta deserve that. I guess Ah’m still a little on edge about the whole weddin’ thing. Ah felt like Ah had ta be more cautious ‘bout the ponies Ah let git close ta mah friends, like I thought that anypony could wind up bein’ one o’ them there changelin’s or somethin’.”

Shade’s stomach sank. She had actually suspected him of being a changeling from the very beginning?

“Twi was right. Ah should have given ya the benefit of the doubt. Ya do seem ta fit right in ‘round here. Yer doin’ honest work an’ yer makin’ friends. Ya seem like an all ‘round nice guy. An’ Ah just went ‘n’ made yer move here even harder. Ah guess Ah can kinda relate. Ah had a similar experience when Ah was a little filly livin’ in a new place. But there’s no excuse fer the way Ah’ve treated ya these past few days. An’...Ah’m sorry.”

Shade was touched. Applejack really did sound honest about it. Of course, she was the Element of Honesty, but still.

“It’s...fine. Don’t beat yourself up over it.” Now he felt guilty. She was apologizing for something that she was actually right about. It was all the more reason to never let anypony find out.

“Ya can’t honestly fergive me fer the way Ah acted, can ya?”

Shade thought for a second. “You were just looking out for your friends. Anypony else would have done the same, right?”

Applejack scratched the back of her head. “Ah reckon so. Still, that don’t stop me from bein’ sorry.”

“Fine. I forgive you.”

“Thanks. Ah feel like we should get things back on the right hoof. The Applejack y’all have seen ain’t who Ah really am. So why don’t we start fresh?” She extended her foreleg out to him. “Welcome ta Ponyville, Shade.” A warm, genuine smile appeared on her face. For once, Shade felt like he could be comfortable around this pony. His hoof met hers with a clack and the two shared a moment of mutual camaraderie. Now he actually felt like he could be friends with her.

“So,” she cut in after they broke off the hoofbump, “Just who is the lucky mare?”

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

An energetic knock reverberated from the door of Carousel Boutique. After a few moments, a white-coated, unicorn mare opened the door to greet her expected company.

“Good morning, Shade,” Rarity said cheerily.

“Good morning,” he returned, his voice unusually chipper and his smile broad.

“Come in, dear, make yourself at home,” she graciously offered.

Stepping inside, Shade noticed immediately the number of pony mannequins placed about the room. Most of them were being used as cloth racks with various odds and ends draped across their backs, but others were adorned with unfinished dresses and accessories.

“You’re not busy, are you?” the stallion asked.

“Hm?” Rarity followed his eyes to the mannequins and picked up on his meaning. “Oh, no...well, nothing important...well, they are important, but it can wait. The point is, I’m making you and your issues a priority. I can have these outfits finished by tonight if need be, so don’t feel like you’re distracting me. It’s really no problem at all.”

“That’s good. I wouldn’t want to keep you from your work.” He moved closer to examine one of the dresses.

She smiled proudly at him. “I see we are already off to a wonderful start.”

He blinked. “Huh?”

Always put your date before yourself. She will no doubt be moved by your selflessness.”

“Is that one of things you were planning to teach me?”

“Indeed it is.” She flicked her mane with a hoof. “I can tell already that this won’t take long. My first impression is that you seem to be quite charming as is.”

“So, what’s next then?” he asked eagerly. If he was a natural at this as she said he was, then tonight’s date would go smoothly.

Rarity contemplated briefly. She paced back and forth in front of the mirrored stage in the boutique’s lobby.

“Well, obviously you want this first date to be memorable.” She looked to Shade who complied with a nod. “Then you should do everything in your power to make it memorable.”

“And how do I do that?”

“First of all, buy her gift. Something small. Some flowers or something along those lines. We wouldn’t want to come on too strongly by buying her expensive jewelry now, would we? It’s only your first date after all. But the sentiment will go a long way.”

Shade made a mental note. “Flowers. Right.”

“Next, always be courteous. If you enter a restaurant, open the door for her and pull out her seat.” Rarity thought for a moment. “Speaking of which, do you know what it is you’ll be doing on your date? Dinner? Movie? Stroll through the park?”

He thought back to the previous night and the conversation he had with Winter. “I think we’re just going to walk around Ponyville. Winter said she hasn’t been living here that long herself, so she suggested we learn more about the town together.”

“Oh...” The mare lowered her gaze and placed a hoof to her chin. Shade caught sight of her sudden change in expression.

“Why? Is that important? Does that change anything?” He was beginning to get worried now.

“Shade, dear, how exactly did she ask you out?” Rarity asked cautiously.

“Well...uh...hang on, let me think...” He tapped a hoof to his forehead as he recalled. “We were talking about how we were both new here...” He looked up toward the ceiling. “Then she proposed that we take a look around town together...”

“Do you remember exactly what she said when you agreed?”

Shade was a little afraid of what exactly Rarity was getting at here. “She said, ‘Alright then, it’s a date.'”

“Hmm...” Rarity hummed hesitatingly.

That doesn’t seem good.

“I-Is something wrong?”

“Well...um,” she started slowly. “I don’t mean to alarm you, dear, but it may be possible that she said that as a little joke.”

He suddenly felt a huge weight in his stomach. “‘A-A joke’? What do you mean ‘a joke'?” Panic began to set in.

“Now, now, try not to overthink this, dear. It’s only a possibility. She may have been trying to be funny or she could have been flirting with you.” Rarity almost seemed to be as worried about this as he was.

Shade stared at the floor as he let the realization sink in. “So, this might not actually be a date?”

The fashionista looked at him apologetically. “I suppose so. I’m sorry if I got your hopes up.”

He sighed heavily and lowered his head. He had gotten so worked up over this. Now he finds out that it wasn’t even what he thought it was. “Thanks anyway, Rarity.” He turned towards the door and made to leave, head hanging low.

“Wait! You can’t just give up!” Rarity exclaimed, running over to him to prevent him from leaving. “Just because this may or may not be a date does not mean that it can’t become one.”

Shade raised an eyebrow in confusion. “What do you mean by that?”

“If you play your cards right, you could win her over. Treat this as if it were a date and maybe she will play along. My advice would still be applicable.”

“Really?” Shade’s spirits lifted instantly. “So, I can take an ordinary outing and turn it into date?”

“Yes! Although you may have to scale things back a bit. Perhaps forego the gift giving until you arrange a proper date. But everything else should still apply.” Rarity’s mood matched his at every turn. She was just as excited about this as he was.

“So, what other advice do you have?” he asked anxiously.

A prideful smile creased her lips. “I think the better question is: what advice don’t I have?”

Before Rarity could share her words of wisdom, she was cut off by the jingling bell over the boutique’s entrance. Peeking her head inside was the familiar face of a cyan, rainbow-maned pegasus.

“Rainbow Dash?” Rarity addressed her. “What brings you here?”

“Uh, Twilight sent me over. She said you could use my help with something.” She sounded somewhat confused and a little hesitant.

“She did?” The unicorn was just as befuddled as the pegasus.

“Yeah,” Rainbow Dash affirmed. She glanced around the room, taking notice of the many mannequins and dresses in progress. She scrunched up her face. “Look, I’m all for helping out a friend, but if it involves modelling one of these, count me out. If you need a pegasus, just get Fluttershy or something. Don’t drag me into this.”

The mention of the timid, yellow mare sparked a realization. Rarity gasped in sudden understanding. “Oh! Of course!” She quickly approached the multi-colored mare and urged her inside, using her magic to shut the door behind her.

“H-Hey, what’re you doing?” Rainbow Dash struggled against the other mare dragging her inside. “I already told you, I’m not trying on any dresses!”

“This isn’t about dresses, darling, it’s about him.”

She stopped pushing the pegasus, leaving her standing face to face with Shade. Rainbow Dash looked at him in hopes of getting an explanation, but she only received a puzzled shrug from the stallion.

“What about him?” the feathered mare turned her head to ask the pushy unicorn.

“I’m just as lost as she is,” Shade spoke up. “Can you please tell us what this is about?”

“My, you’re dense,” Rarity huffed, rolling her eyes. “But very well. I shall get to the point.” She turned to Rainbow Dash. “Rainbow, dear. The other day, Fluttershy mentioned that you might know a mare by the name of Winter Maple. Is this true?”

“Oh, yeah!” Shade exclaimed, finally catching on.

Rainbow Dash’s eyes shot between the two unicorns, now feeling like she was the only one still out of the loop. “Winter? Yeah, I know her. Why?”

“Wonderful! Because Shade here has a date with her tonight,” she informed.

The pegasus faced the stallion, at first giving him a surprised look, but shifted to a sly grin.

“Really? Well, look at you, stud. You’ve only been in town a few days and you’ve already got the mares crawling all over you, huh?” she laughed and nudged his ribs. Shade turned away to hide the pink tinge forming on his cheeks. “So, what’s that got to do with me?” she asked, turning back to Rarity.

“It means,” the unicorn started, “That you can tell us a little bit about her as neither of us know much at the moment.”

“You want to know more about her?” Rainbow Dash said, tilting her head.

“If you would be so kind,” Rarity responded. “It would probably be less intrusive to speak with her directly, but I’m much too curious myself.”

“Well, alright I guess. I don’t really know her on a personal level or anything, but I’ve talked to her a little. I was the one who hired her.” She ran a hoof through her mane, taking pride in her position on the weather team. “Let’s see...” she started, tapping a hoof to her chin. “Well, she’s been on the team for about...a month, I think? Yeah, I remember sending out ads regarding positions on the weather team after the near-disaster trying to get the water from the reservoir up to Cloudsdale; we got lucky last time, so I figured we should hire some new pegasi just in case. I sent one ad to the Cloudsdale Courier and the first application we received was from Winter. Apparently, she got fired from the weather factory and was looking for a new job. We were kinda desperate, so we hired her anyway despite her track record.”

“‘Track record'?” Shade repeated.

“Yeah, we found out exactly why she got fired when she got here. She’s a total scatterbrain.”

Shade thought back to when he had first met her. Winter had lost control of a storm cloud she was suppose to wrangle and because of that, he got rained on. But then again, if that hadn’t happened, he’d never have met her.

“I can’t tell you how many clouds she’s after losing track of,” Rainbow Dash continued. “But every time I bring it up she starts with the ‘I’m sorrys.’ She’s really apologetic. It gets kind of annoying”

Shade smiled as he recalled how many times she had apologized to him for soaking him with rainwater. Rainbow Dash may have found it irritating, but he found it kind of endearing. But his smile was replaced with worry as a thought occurred to him.

“Wait, she’s not in danger of being fired again, is she?” For some reason he couldn’t stand the thought of something even remotely bad happening to her.

“Well, not really,” the pegasus said, shaking her head. “We really only hired her and a few other pegasi as token members. The weather team as it was without them was perfectly capable of taking care of things around here. She’s not really setting us back or anything. Plus, she’s still a rookie. She’s just got a thing or two to learn about keeping up with pesky storm clouds.”

Shade sighed in relief. She had already been fired once, to be fired a second time so soon would really be a hit to one’s self-esteem and the thought of Winter becoming depressed made his heart sink.

“Well, thank you very much, Rainbow Dash, dear,” Rarity thanked. “This was most informative.”

“No problem,” the pegasus shrugged. “As long as I don’t have to try on any dresses.”

“Actually, since you’re here-”

“Whoa, hey, look at the time!” Rainbow Dash said, looking at a non-existent watch on her foreleg. “I gotta get going! See ya around!” She took flight and fluttered over to the door before turning back momentarily. “Oh, and good luck, player.” She winked at Shade causing him to blush once more and turn away in embarrassment before she flew out the door.

Rarity let out a slightly disappointed sigh but decided to let it go. She spun around with a satisfied smile to address Shade once more now that they had this new information. “That went rather well, didn’t it? We know quite a bit more about Winter Maple now. I do feel bad that we gathered this information behind her back though. Perhaps it would be best not to tell her, hm?”

Shade nodded his head. He knew pretty much everything the pegasus had told them or at the very least had seen some sort of hint, but this info might go a long way in striking up conversation on his date.

“Now then,” Rarity interrupted his pondering. “Where were we? Ah, yes. Let’s teach you some proper etiquette, shall we? Can’t have you acting like a barbarian if you two decide to stop for a bite to eat now, can we?”

Shade sighed and looked at the clock on the wall that Rainbow Dash had apparently neglected to notice. There were still three hours left before he had to get to work.

It’s going to be a long morning, isn’t it?

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

Shade pocketed a handful of bits left at the table that a couple had recently occupied. With a smile, he straightened his bow tie and made to deliver the final cheque of the day.

His mind had been preoccupied by thoughts of Winter and his upcoming date, but this time they had not in any way hindered his performance at the café. He was chipper, enthusiastic and eager. And his positive attitude was reflected in his tips. He had made more money today than on every other combined. He had gone over the extensive advice Rarity had given him countless times throughout the day so as not to forget any of it. He could recite her every word by heart if he needed to.

Shade placed the final cheque tucked into his pocket onto a table shared by two mares. The pair were regulars at this point. He could easily recognize the mint-green unicorn and cream-colored earth pony when they came to have a bite to eat. Though they never really paid him much mind; they seemed too busy with one another, as if no other ponies existed to them. He was, admittedly, a little envious. The earth pony absentmindedly placed a few bits on top of the paper, apparently knowing exactly how much their dinner would cost as they ordered the same thing every time they visited. Shade stowed the bits away and made to deliver them straight to Horte who was currently manning the register inside, in the process of counting the day’s earnings up to this point.

The sound of fluttering wings caught his ears followed by a sudden breeze that ruffled his cobalt mane. Shade could hear the two mares behind him giggle at his new, disheveled state. Sure, now they know I exist.

“Oh, cripes! Sorry, Shade!”

His slight embarrassment and irritation melted away instantly as soon as Winter’s heavenly vocals danced through his ears and a smile creased his lips.

“Guess I flew in a little too close, huh?” she said, her cheeks red with embarrassment.

“Not a problem,” he said cheerily, running his hoof over his messy mane in an attempt to correct it. “What are you doing here though?”

Winter scratched the back of her head and smiled nervously. “Well, I kind of realized that we forgot to set a place for us to meet up. So, since I know you work here, I figured I’d just meet you when you get off work. That’s okay, isn’t it? I’m not being too pushy, am I?”

“It’s fine,” Shade laughed. “I was about to clock out anyway. Give me a sec.”

Winter nodded as Shade entered the restaurant, waiting for him to return. She blushed slightly as she was receiving sly looks from the nearby pair of nosy mares.

It was weird. Winter seemed to be even more nervous about this than Shade had been. Did she really share his feelings? Maybe this was a real date.

After a few minutes, Shade returned having removed his uniform and was ready to hit the town. The only item remaining on his person was a small brown satchel tied around his neck containing the tips he had collected that day. The pair of mares he had last served had left and one final token of appreciation for his service lay upon their table. He quickly dropped the bit in with the rest before returning his attention to Winter.

“So, what should we do first,” he asked eagerly.

“Well, I figure we could just wander around aimlessly and see where we end up,” Winter responded innocently. “I like spontaneity. Makes things more fun.”

“Sounds like a plan,” Shade chuckled.

The two began their leisurely stroll through their new home, a calm silence hanging over them. That silence was beginning to become a regular thing apparently, where nothing was said and nothing needed to be said. Or maybe they were just bad at small talk.

Shade chanced a quick glance at the mare walking beside him. He was fascinated by her and now he finally had an opportunity to observe her. It was almost like a dream he had had recently had come to life; just the two of them walking side by side, a gentle breeze blowing through their manes. They could have just walked all day and night and Shade would be happy.

Winter’s eyes drifted all around, looking at the buildings and ponies that littered the small town, but not really focusing on them. Her mind seemed to be elsewhere. Through the corner of her eye she spotted her companion staring at her. He hadn’t meant to stare, he just wanted a quick look at her beauty, but found himself unable tear his gaze away until she caught him. Shade looked away, pretending as if he hadn’t been looking at her, but he couldn’t hide the slight blush on his cheeks. An almost inaudible noise escaped Winter’s lips. He couldn’t really tell what it was, but judging by the pink on her face as well, it was probably a sign of bashfulness.

“So,” Winter coughed, hoping to strike up a conversation. “I’ve already told you where I’m from. How about telling me a little about yourself?” She looked at him with earnest.

Even though he knew the question would pop up at some point, it still caught him off guard.

“Well,” Shade started. “I’m from...Las Pegasus.” He felt his stomach tighten. Something about this didn’t sit right with him.

“Yeah, you told me that last night. Still, that’s pretty far away. Why would you move all the way to Ponyville?” she asked curiously.

How many times had he had to give this explanation at this point? Every friendly pony who thought to introduce themselves to him seemed to ask the same question and he always gave the same reply.

“I didn’t feel like my life was going anywhere,” Shade said, his eyes showing how strongly he felt about this. “I was tired of eking by and figured I’d try and find somewhere I could live peacefully and comfortably.” It was the truth. Not the whole truth, but the truth nonetheless.

“Sounds like you had it pretty rough,” Winter said sympathetically, to which Shade nodded in response. “Is it something you’re uncomfortable talking about? If it is, I’m sorry I brought it up. You don’t have to tell me anything more if you don’t want to.”

Her kindness was moving, and even more so with the fact that she had given him a free pass to avoid talking about his past.

“I’d rather not talk about it right now, no,” he said apologetically. “I’m trying to put that all behind me now. It’s a chapter of my life I’d rather forget.”

“Okay,” she said with an understanding smile. “So, let’s talk about something else then.” Her eyes wandered around in hopes of finding something that might spark a new topic of conversation. Her gaze inadvertently ended up on his flank. “That’s an interesting cutie mark. What’s your special talent, Shade?”

“Hm?” Shade glanced back at his own rear, having completely forgotten that he’d even had a cutie mark. “Oh, that. Um...” What had Twilight and Spike said it was? “Playing...video games?”

“‘Video games’?” Winter repeated, cocking her head. “That’s an odd talent.”

“Yeah, I guess.” Shade was still just as confused about it as she was, probably more so.

“But you’re a waiter,” she pointed out. “That has nothing to do with video games.”

“Right...” Shade said nervously. What now? He still didn’t even know what a "video game" was, how could he possibly explain anything about it? “I don’t really think a pony should have to be labelled by their cutie mark. Who’s to say somepony can’t be good at more than one thing?” Huh, that was unusually profound of me.

“That’s true,” Winter said thoughtfully. “That’s the kind of mentality those three little fillies seem to have. What did they call themselves? ‘The Cutie Mark Collectors'? Something like that.”

“Crusaders,” Shade corrected. According to Twilight, if you lived in Ponyville, chances are you were going to receive a visit from The Cutie Mark Crusaders eventually. Although Shade had only met one of them; Rarity’s little sister, Sweetie Belle. Apparently one of them was Applejack’s little sister as well, but considering he had spent so much time avoiding her, it was no surprise he hadn’t met her yet. Perhaps now that they seemed to be on better terms, he’d get to meet her.

“Right, sorry. Rainbow Dash said I should probably hide if I saw them, so I haven’t actually met them.”

Shade dared a quick glance at his companion’s flank, careful not to look for too long.

“Try not to stare at her too much. You may find her attractive, but you don’t want to creep her out.”

Rarity’s words echoed in his mind. After he had seen what he was looking for--the maple leaf on her flank--he discreetly averted his eyes and returned to the topic at hoof.

“Speaking of cutie marks, what does yours represent,” he asked, eager to learn anything he could about her that Rainbow Dash may not have informed him of.

“Mine? Actually, I’m rather proud of my cutie mark,” she stated with self-satisfaction. “It represents my dedication to the changing of seasons.”

Shade lifted an eyebrow. “What does that mean exactly?”

“Well, my favorite seasons are autumn and winter. And my favorite time of the year is when the pegasi get ready to transition into winter. We clean up all the beautiful leaves that were brought down during the Running of the Leaves and position new clouds in the sky in preparation for the first snowfall. Equestria goes from the vibrant colors of autumn, to the pure whiteness of winter. They’re both so breathtaking to look at.”

Not if you’ve spent your entire life staring at the ‘vibrant colors of autumn.' It might as well be a dreary grey.

“That’s why I got a job at the Cloudsdale weather factory; I wanted to make snowflakes. I wanted to make the most unique snowflakes anypony had ever seen!” The passion in her voice was clear as day. “But it turns out I’m a little too clumsy to handle something as delicate as snowflakes,” she giggled and scratched her head. “So I just took up any position at the factory they could offer me. I was never really great at anything I did there, but it paid the bills. For a while anyway.”

“Wait, if you weren’t great at anything there, then how did get your cutie mark?” Shade wasn’t an expert on the subject, but he was pretty sure somepony wouldn’t get a cutie mark for being "good enough" at something.

“I said I got it because of my dedication,” Winter reminded him. “I may not be the best at what I do, but I’ve never stopped wanting to help. And the changing seasons is still something I look forward to every year. And I hope this year to actually participate in the Running of the Leaves. I’ve never had the chance in the past, what with me living in Cloudsdale and all, and it’s been my dream since I was a filly. It’s such an important part of the transition into winter.” She paused. She seemed to be thinking something over.

“Something wrong?” Shade asked, concerned.

“I was wondering,” Winter began, “Las Pegasus is in the sky, like Cloudsdale, right? Those sorts of places usually distribute snow, but don’t typically get any themselves. Does it snow in Las Pegasus?”

Does it? He had no idea. But maybe now was another opportunity to be truthful.

“If it does, I’ve never seen it,” Shade answered.

Winter’s expression was a mix of disappointment and pity. “Oh, that’s too bad. Hopefully, you’ll get to see it while you’re here in Ponyville. It’s a ways off yet, what with it being spring and all, but it’s worth the wait. Winter is really beautiful.”

“Yeah, it is,” he said absentmindedly, smiling admiringly at the pegasus beside him.

“Huh?” She shot him a confused look.

Shade shook his head. “Oh, nothing.”

That same silence loomed over them once more as they continued their stroll, passing many houses, ponies and places of business. They hadn’t stipulated a destination, so in all likelihood they would just keep walking until they ended up at the town limits before turning back and heading home.

But he wasn’t going to let this end so easily.

Glancing down a nearby street, Shade caught sight of Ponyville’s market, a place where food vendors and entrepreneurs could peddle their wares. He’d been there once before. Twilight had sent Spike to buy groceries and elected for Shade to join him so that he could get a better feel for the town. He probably couldn’t have found the place if he had been looking, but it was lucky that they happened upon it.

“Hey, we should visit the market!” Winter piped up excitedly, beating Shade to the punch. “I’m getting pretty hungry and I think it’s about supper time anyway.”

The changeling couldn’t ignore his own rumbling belly. It seemed that whenever somepony mentioned food around here, he suddenly became hungry. Perhaps that had to do with the many exotic snacks he’d gotten to enjoy since arriving.

“Yeah, I could go for a bite,” Shade agreed with a grin.

The market was rather packed today. There weren’t half as many ponies here during his first visit. If they wanted something to eat, they would have to wait their turn.

“Why are there so many ponies here today?” Shade voiced his thoughts.

“They must be stocking up for the weekend,” Winter assumed. “Me and the other pegasi have been preparing for a big storm that’s supposed to last all weekend, so everypony’s got to get their shopping done while they have a chance.”

That made sense. Trying to buy groceries--or selling them for that matter--would be an awfully risky task in an open-air market during a downpour.

“So that’s why you were chasing that cloud the other day?” Shade inferred. He knew that’s what she was doing, but he wanted to hear it from her. Like Rarity, he felt a tad guilty about getting information about her from Rainbow Dash, like he was trying to convict her of a felony.

“Yup,” she affirmed with a quick nod. “We finished collecting clouds yesterday and tomorrow morning we’ll be hanging them all over Ponyville.” Her expression became wistful. “I always liked the rain. The constant pitter-patter of raindrops against the windows and the beauty it leaves behind when it’s all over; rainbows and glistening dew.”

Winter seemed to be lost in reminiscence. The look of tranquility on her face was making Shade feel at peace.

She snapped herself out of her daze. “Oh, uh, sorry. I have a tendency to daydream at the worst times. That’s kinda how I lost control of that cloud.” She giggled with embarrassment. “Oh, and thanks for not telling Rainbow Dash about that by the way.”

“Rainbow Dash is your boss?” Yet another point he already knew, but figured he’d press anyway. Anything to hear her speak some more so he wouldn’t have to talk about himself. It was Rarity’s advice anyway: “Don’t be self-absorbed. Ask her as many questions about herself as possible. That way, she should know you’re interested.”

“Well, more like my supervisor,” the pegasus corrected. “But she’s still pretty strict. She really laid into me once for letting a storm cloud precipitate prematurely. I didn’t want to go through that again. It can be hard to fill them with water again by yourself though.”

“You had to refill it by yourself because it rained on me? Geez, I’m sorry,” Shade apologized.

“Oh no!” Winter said waving a hoof. “It’s not your fault. I let it get away because I got careless. I should be apologizing to you.”

“You already have. Several times actually,” Shade laughed.

“Oh, right. But one more to be safe. Sorry.”

The pair shared a laugh together before their impatient stomachs chimed in to remind them of why they were in the market to begin with.

“Oops. Guess we got a little sidetracked, huh?” Winter giggled.

She looked around them, browsing the various stands for the ideal meal. Shade decided to help, or at least look like he was helping. He hasn’t really had a chance to sample every item of food this culture had to offer and he didn’t want to end up picking something they wouldn’t like.

“Oh! Over here, Shade!” Winter called out, having apparently moved away towards one particular cart and vendor.

It was a rather large one compared to most of the others, but there was a reason for that. Whereas most of the others stands focused on selling raw fruits and vegetables or the individual ingredients one would need to cook a meal by themselves, this one was equipped with its own cooking surface where the customers could watch as their meal was prepared right before their eyes. The smell was alluring, although signalled that the food here was probably fairly greasy and unhealthy. But changelings couldn’t really afford to be picky eaters.

“Doesn’t this stuff look good?” his companion asked as she mulled over the chalkboard menu standing beside the cart. “What are you gonna get?”


Shade stared at the black menu which may as well have just had a chicken with chalk dust on its talons walk all over it.

“What’s up?” Winter asked. “Isn’t there anything here you like?”


Confession time.

“Actually, Winter.” He swallowed. “I...can’t read.”

There was silence.

Not the same, comfortable silence he was used to when he was around her, but a heavy, pregnant silence.

“Oh...” was all she could utter. “I-I didn’t know. I’m sorry.”

Her reaction wasn’t like Twilight’s at all. If anything it was worse. He felt like he had just physically hurt her.

“Hey, it’s not your fault,” Shade said, attempting to remedy the situation. “I probably should have told you before. It’s a pretty big detail to leave out, I guess.”

“I-I didn’t offend you, did I?” The remorse in her voice was heartbreaking. “If I did, I’m really sorry.”

“It’s fine. You don’t need to feel bad. See?” He smiled to show her that he wasn’t bothered. Seeing that she hadn’t hurt his feelings in any way, she returned his smile in relief. “Why don’t you just order some food? We’ll have something to eat and take our minds off of this.”

“Alright then,” she said, her voice returning to its usual cheeriness. She turned to the vendor standing behind the cart, who had probably overheard the entire exchange but was desperately trying to look busy so he didn’t seem like an eavesdropper. “I’ll have some hay fries please.”

“I’ll have what she’s having,” Shade added.

The cook nodded and tossed a batch of frozen hay fries into the deep fryer attached to his cart. The pair waited as the sound of sizzling grease prevented them from having another round of soft silence.

Frying hay. It seemed a little ridiculous to him.

The vendor passed them two containers of freshly cooked hay fries with a smile. “There ya go. That’ll be six bits.”

Another of Rarity’s tips flashed in Shade’s memory.

“If you stop for a bite to eat at anytime during the evening, pay for her food. Don’t announce it, just do it.”

Heeding the unicorn’s advice, Shade opened the satchel tied around his neck and removed exactly six gold coins, passing them to the vendor. Winter wasn’t about to let his gesture go unnoticed.

“Oh, you don’t have to pay for mine, Shade. I can get it.”

“Don’t worry about it,” Shade resisted. “I’ve got plenty here. A few extra bits isn’t gonna hurt me.”

“You sure?” She received a reassuring nod. “Well, okay, I guess. I feel a little guilty though...” Winter frowned.

That wasn’t exactly the reaction Rarity had said he’d get. She told him that Winter would probably show great gratitude, not guilt.

“Hey, there’s no need to feel bad. I’m happy to do it,” Shade said, trying to right the scenario as it had been told to him.

“Thanks.” She smiled sheepishly. “Still, I feel like I’m the one who should be paying for your food. You know, to say sorry.”

Shade chuckled. “How many times do I have to say it? It’s fine.”

A much more genuine smile creased her lips as she finally gave in. Shade finally passed the vendor the bits and the two made to return to their aimless stroll, hay fries in tow. The changeling offered to hold the two sets of fries with his magic, allowing Winter to walk sensibly; it’s not exactly easy for a pony to walk while holding something in one hoof.

Winter took a enthusiastic bite of one of her fries, humming happily as she chewed.

“These are good, huh?”

Shade raised one to his mouth. He hadn’t tried one of these before. Yet another experiment for him to take on, but if the previous, similar situations were any indication, he was in for a treat. With little hesitation, he chomped on the fry.

Not bad.

It was nothing spectacular. Nowhere near as sweet as the other foods he’d partook in and significantly greasier, but palatable nonetheless.

But the lack of flavor and punch brought up urges that he had been suppressing since he left the Changeling Kingdom. He had begun to become accustomed to a vegetarian diet since leaving home, especially considering the alternatives offered by the pony culture, but now he was having trouble ignoring his cravings.

He missed the taste of meat.

He was no stranger to fruits that happened to grow in the forests of his homeland. But every now and then, a changeling would get lucky enough to spot small animals wandering into their territory, where they had no business being. Mostly rats and squirrels, but occasionally the odd rabbit or two would come by.

Shade thought back to the feeling of sinking his fangs into the tender hide of some helpless rodent. A meal like that, as small as it was, was enough to satisfy a changeling for some time. It was one of the few small samples of happiness they had access to.

And how would that taste cooked up like the food here was? The mere thought made his mouth water.

“Wow, you must really like them!” Winter exclaimed, taking notice of the tiny trickle of drool running down the corner of his mouth.

Shade quickly wiped a hoof across his muzzle. “Uh, yeah, they’re pretty good,” he chuckled nervously. He took another bite, trying to shake his mind of anything regarding his former home.

Winter happily chewed her meal, all the while her eyes darting about to all the buildings that surrounded them. To get to know the town better. That is what they were here for.

“Oh, hey! Look!” Winter pointed a hoof towards a building across the street from where they had been walking.

It was a simple place of business. It didn’t really stand out much aside from the large display windows on its front, flanking the entrance. The sign over the door was decorated with the image of a diamond ring.

Winter was already hurriedly making her way over, weaving past other ponies in the street. Catching up to her, Shade followed her gaze. She was admiring various pieces of jewelry being displayed behind the windows. Her broad smile made her look like a foal in a candy store.

“What is this place?” Shade asked, unable to decipher the meaning of the sign.

“It’s a jewelry store,” Winter explained without removing her eyes from the glass. “The owner of this place makes and sells jewelry. Rings, bracelets, necklaces. You name it, Karat’s got it.”


“That’s the owner’s name. He’s a real nice guy. I come by here once in awhile a do a little window shopping.” She scrunched up her muzzle and pressed her nose on the window longingly. “Though if I actually wanted to buy anything here, I’d have to sell my left hind leg.”

“For jewelry?!”

“I know, right? This stuffs super expensive,” she said, not having realized that her metaphor had gone right over her companion’s head. “But it’s top quality. Karat’s so talented, I’m surprised he decided to set up shop in Ponyville. You’d think Canterlot would be a more fitting venue for somepony of his skill. Just goes to show how down-to-earth he his.”

Shade thought for a moment. “Maybe I should meet him.”

“That’d be great,” Winter smiled. “But the shop’s closed at this hour. He won’t be opening again until Monday.”

“Huh, too bad.”

Shade looked over all the assorted trinkets beyond the glass barrier. They really were a sight to behold. How did one go about cutting these gems, and so precisely to boot? It seemed every day there was something new that these ponies did that Shade could respect.

Winter breathed a longing and disappointed sigh as she reluctantly removed her nose from the shop’s window, allowing the two to return to their walk.

The sun was beginning to make its descent towards to horizon, the bright blue sky fading into an orange glow. The sunset was another one of those fleeting moments of happiness a changeling was able to enjoy, although it dulled over time and became a reminder that another day of struggle awaited them. But now, Shade had no interest in the setting sun. If he wanted to witness the beauty of a bright, amber sphere, he need only glance into the eyes of the mare walking next to him. And the best part was there were two of them.

Their stroll had brought them to the park, a place of leisure for the residents of Ponyville. Shade had seen couples having picnics and foals playing games around here before but, at this time of day, there were few ponies around.

Without saying a word, Winter hopped up onto a nearby bench, laying down with her hooves beneath her. “Have a seat, Shade.” She pat the empty space next to her. “We’ve been on our hooves for awhile now. I could use a break.”

Before accepting her offer, Shade discarded the now empty food containers in a nearby trash can. He climbed onto the bench to join Winter, opting for a sitting position rather than a reclined one like hers. He looked around the park briefly. The few ponies that were here he didn’t recognize, most of them older couples reminiscing about their long pasts. They certainly seemed happy.

Winter looked pensively at Shade. “Uh, I know you said we should just forget about it,” she said hesitantly. “But I can’t help but wonder: how come you never learned how to read? Didn’t you go to school when you were a foal?”

He took no offense to her decision to revive the topic. It was understandable to be curious about it.

“No,” the changeling answered simply.

“Could your parents not afford it?”

This was not a topic he had ever considered would come up.

“I don’t know my parents. I was raised by the...the ponies around me.”

To her, Shade sounded strangely nonchalant about the fact that he had no parents. To him, though, it wasn’t anything unusual. Changeling infants were perfectly capable of taking care of themselves. They usually went their whole lives without ever meeting their parents. It was just the way of the hive.

“That’s so sad. I’m sorry.” She frowned.

Shade felt the warm touch of a hoof against his own. He turned his gaze down to see Winter’s hoof draped over his and looking at him with sympathetic eyes of amber. She almost looked like she wanted to cry, but for some reason he didn’t want to try and prevent it. Sympathy was not something the changelings were used to receiving. It felt nice to know that somepony else actually cared about you.

He flashed her a warm smile, to which she responded by smiling back. The pegasus could tell by his expression that he didn’t feel strongly about the subject one way or the other and was relieved that she hadn’t dredged up any painful memories.

“Oh!” She suddenly jerked her hoof away from Shade’s, feeling that she had held it there a little too long. A blush formed on her cheeks.

Shade smiled inwardly. This was going well. They were talking and learning more about one another. This was going almost exactly as Rarity had told him it would. It had become a real date.

But did Winter know that?

A frigid breeze blew through the air causing the pegasus to shiver.

“Brrr,” she shuddered. “It got kinda chilly all of a sudden, huh?”

The wind did seem to be picking up. It might have had something to do with the preparations for tomorrow’s storm.

“Do you want to go somewhere warmer?” Shade asked.

“‘W-Warmer’?” Winter’s blush deepened.

Shade, realizing that his suggestion had been misconstrued, waved his hooves in front of himself frantically. “Ah! No, that’s not what I meant! I just meant we should go somewhere...warmer?” How else could he say it?

“Oh, sorry,” the mare sighed. “I guess I shouldn’t jump to conclusions.” She laughed nervously, scratching her head.

The sky was gradually becoming darker with each passing minute. In no time, it would be completely dark and thus even colder.

“It’s getting kinda late, huh?” She sounded disappointed. “Maybe it’s about time we headed home.”

As much as he didn’t want to, he had to agree. The encroaching darkness and chilly wind would make remaining outside rather uncomfortable.

“Yeah, I guess so,” he agreed tentatively.

The two hopped off the bench together and set their sights on the path home.

“Um,” Winter peeped. “Would you mind if I walked back with you until we get to your place?”

Shade lifted an eyebrow. “Why?” Not that he minded spending a little more time with her.

“Well, if you have to walk all the way home by yourself, you’re gonna get pretty cold,” she elaborated. “We, uh...” Another blush formed as she paused. “We could keep each other warm as we walk.”

“How would we do that?” the changeling asked.

Winter sidled up next to him and unfurled one of her white, feathered wings, draping it over Shade’s back. He felt a warmth flow over him. Not from the shared body heat, but from the thought of being this close to her. Their pristine, white coats rubbing against one another. It was a sensation he’d never felt before. And he liked it. The pair reddened in unison at their closeness. Both were admittedly somewhat embarrassed, but they were comfortable.

The trek home had started, the two walking literally side by side and smiling contently, though the blood never left their cheeks.

Winter broke the silence hanging over them.

“So, where do you live exactly?” she asked with a grin.

“The library.”

Winter stopped, forcing Shade to stop as well.

“‘The library’? But isn’t that where Twilight Sparkle lives?” She tilted her head in confusion.

“Yeah, I’m living with her. Why?” He wasn’t sure why she seemed so apprehensive.

“Oh, I see...” She lowered her head. “I’m sorry. I-I didn’t know.”

“Know what?” Now he was confused.

“That you and Twilight were-”

He immediately caught on to her train of thought. “What?! No! No, no! We’re not!”

“So, she’s not your girlfriend?” There was a glint of hopefulness in her eyes.

“No!” Shade exclaimed. He took a deep breath to calm himself. “I’m just living at the library until I can afford a place of my own.”

“Oh, okay.” The pegasus nodded in understanding. “Sorry. I was making assumptions again, huh?” she laughed.

“I guess it’s a natural mistake to make. You’re not the first one,” he chuckled. “Actually, Twilight is teaching me how to read while I’m staying with her.”

“Really?! That’s great! And what better place to learn than a library,” she laughed.

The pair shared another round of laughter together. The nip in the air was being all but ignored, yet Winter never removed her wing from her companion. Soon enough, the building in question came into view. They stopped just outside its entrance.

“It was really great getting to know you a bit better, Shade,” Winter smiled. “Maybe we could hang out again sometime?”

“I’d like that.” Shade’s grin never weakened.

“Though, I guess we’ll have to wait until Monday, what with the storm and all,” she frowned.

“I guess so.” He felt a little downtrodden knowing that he wouldn’t see her for two whole days, but he’d persevere.

“Well, I guess this is good night.” Winter scraped a hoof on the ground pensively.

“Can you get home alright? It’s still pretty cold.” He shivered at that moment, adding emphasis.

“I can get home by flying in no time. It’s no problem.” She flared her wings to reassure him. “But, thanks for asking.”

Winter tentatively leaned forward until her muzzle was adjacent to Shade’s. The changeling felt her lips upon his cheek for only a fraction of a second, but it felt like an eternity.

“Good night, Shade,” she bid him, a pink tinge upon her face.

“Uh, g-good night,” he returned absentmindedly.

He watched as she took flight and headed home, disappearing beyond a veil of growing darkness. He lifted a hoof to his cheek and rubbed it, wondering if it had really happened.

She had kissed him.

To the average pony it may not have looked like much, but to him it was the highlight of his night. Maybe she did share his feelings after all. Maybe things between them could get serious. Maybe they could actually have a future together.


The smile faded from Shade’s face. He opened the door to the library and entered. Twilight didn’t seem to be around. She must be studying in her room. He entered the nearby bathroom and closed the door behind him.

Something was preventing him from fully enjoying this moment. Something that he was hiding. Something he didn’t want anypony to find out about. Especially Winter.

He was a changeling.

No matter what he did, that fact would never change. It was an ironic truth that he could never truly change who and what he was. And it burned him.

Shade stood before the mirror hanging over the bathroom sink. He gazed at his reflection. No. Not his reflection. That was somepony else entirely that was staring back at him. A likeness that he had stolen. His horn glowed with a vibrant green light and emerald flames enveloped his body.

Staring back at him now was what he really was.

It was the first time he had changed back since he found that pony in the Everfree Forest. And it was also the first time he had ever really looked at himself. He had seen his reflection in the ponds and creeks he drank from, but he never really stopped to look at himself. His curved horn, his hole-riddled mane, his sharp, protruding fangs, and the bright blue glow behind his jade irises.

Guise was right. They were monsters. Disgusting, horrifying monsters. He knew now why ponies feared them, why they were condemned to live isolated from the rest of Equestria, what they were and the things they could do. He didn’t blame them for being afraid. They were monsters.

Something flew past the mirror, between Shade and his reflection, disrupting his thoughts. Following it with his eyes, he waited until it perched itself on the edge of the sink. A large moth. It must have followed him when he came inside, attracted to the lights of the library. Shade’s horn began to glow and trapped the insect in a small bubble of magic. It fluttered its wings trying to escape. The unhidden changeling lifted the winged critter closer to his face and stared at it through narrowed eyes.

Those cravings resurfaced once more. His desire to feed on another living creature. A small insect such as this was little sustenance, but changelings had to take what they could get. Back in the Changeling Kingdom, one had to make due with what they could find. For the most part, that was small bugs and the occasional fruit. Often times, fruit found in the forests of his former home were found rotten, having fallen from a nearby tree and left unseen in the grass. Some changelings were brave enough--or perhaps "desperate" was more accurate--to consume the decaying items if they happened upon them. Those individuals were usually later rewarded for their recklessness with vomiting and sickness, leaving their bellies emptier than they had started. Most changelings tended to avoid fruit for this reason, leading to an almost entirely carnivorous diet, feeding mostly on bugs and the stray rodent or two if they got lucky. They were too thick-headed to learn how to discern what was edible. They just ate because they were hungry.

They preferred meat anyway. Even Shade had to admit that the taste of flesh was something he enjoyed. But he hadn’t had any in quite a while. And now, he held this creature in his grasp. Moths were among the more sought after insects for changelings. They were bigger than most of the other bugs found in their forests. He could eat it. Bite right into it and nopony would be the wiser. He could finally quell his urges.

But would it really satisfy him or would it simply open the floodgates and make him want more?

Shade closed his eyes. The moth struggled against its prison, desperate to escape becoming a meal. The changeling’s glowing horn dimmed and the magic bubble dissipated. The moth flew away, relishing its mercifully returned freedom. Shade watched the critter flutter about the lamp lighting the room. He couldn’t do it. He wouldn’t do it. He felt a connection to this moth now. A creature who had been trapped in a hostile environment, but finding freedom and comfort within the home of a pony. He could relate.

“Shade? Are you in there?”

Shade nearly jumped out of his skin at the sound of Twilight’s voice just outside the bathroom door. Having been lost in his thoughts upon returning home, he had neglected to lock the door. If Twilight hadn’t suspected him of being in there, she would have walked in to find a changeling occupying her bathroom. The jig would have been up right there and then.

“Yeah, I’ll be out in a minute,” he responded with a slight catch in his throat.

“That’s okay. I was just wondering if that was you I heard coming in. I’m heading to bed, lock up the library when you turn in, okay?”


Shade listened as her hoofsteps traveled up the staircase and back into her bedroom. When he heard her door shut behind her, he finally let out his breath.

That was close. I need to be more careful.

She could have found him out. Then everything he had worked so hard for would have been for naught. His new life would be reduced to nothing. What would Winter think if she found out too?

The moth flew around Shade’s head carelessly. He lifted one of his hole-filled legs up, allowing the insect to perch upon it.


She wouldn’t find out. She couldn’t find out. He had spared the life of this moth. No changeling would have been strong enough to let a potential meal escape. No changeling would have come to live peacefully with the ponies. How could somepony find out something that wasn’t true?

His horn glowed once more. The moth took flight as the emerald flames again surrounded Shade’s form. Opening his eyes, he stared at the face of the pony in the mirror. His face. His new face. As long as he never changed back, nopony would ever find out.

He wasn’t a changeling anymore.

Chapter 6: The Winds of Change

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 6: The Winds of Change


Shade awoke within the library’s observatory, his eyelids still feeling incredibly heavy. Unlike most mornings, it wasn’t the bright, welcoming rays of the sun that woke him, but the sound of raindrops against the window. The storm had started, just as Winter had told him, although by the sound alone, one would think it was hail, not rain. Each drop tackled the window like a barrage of aqueous pebbles. It was a wonder the glass had not cracked under the assault.

Looking toward the sky would do him no good in gauging the time this morning. The shadowy overcast made it seem as if it were still night time. Shade rolled over in bed, setting his sight on the alarm clock sitting on the bedside table. The long hand pointed to the four, and the short hand the six. He groaned in disapproval as he pulled his sheets over his face, hoping that the additional darkness would allow him to drift back to sleep. But Mother Nature would have none of it. The continuous noise of the rain made it simply impossible for him to doze off.

He freed his face from its cotton cover and sighed in defeat. Finally a day where he didn’t have to go to work and he couldn’t have the privilege to sleep in. Not only that, but he’d have to spend the whole weekend cooped up in the library like a bird in a cage.

Even if he wasn’t going to get another second of shuteye, he couldn’t find the energy to lift himself from his bed. He just lay there, hoping that perhaps a particularly thick book would fall from a nearby shelf and whack him on the head, knocking him out cold and allowing him to return to La-La Land and maybe wake up at an hour that wasn’t so ridiculously early. No such luck.

He found himself lying on his back, staring blankly at the ceiling. The wooden surface was adorned with the same sun-shaped mural that decorated the ceiling of both the lobby and Twilight’s bedroom as well. In his time here, he had thought that it seemed familiar for some reason and eventually deduced why. It looked exactly like Princess Celestia’s cutie mark. Shade grimaced at the decoration above him. Even though he had renounced his identity as a changeling, for some unknown reason he still could not bring himself to think well of the supposed "Sun Goddess." But he had every reason to. Everypony under her rule was happy. Clearly she wasn’t the tyrant the changeling rulers made her out to be. So why did he still feel such disdain for her? Perhaps not all of his habits would be broken so easily. This was something he had been taught since the moment he was born. “Celestia is evil and needs to be removed from the throne.” That’s what Chrysalis had led him to believe. And she had used Luna’s transmogrification into Nightmare Moon as an example, telling them that one day the same will happen to the sun princess and Equestria would fall into disaster.

Shade slammed his eyes shut and pressed his hooves against his temples.

Come on! I’m not a changeling anymore! Why do I keep thinking about these things!?

Now that his mind was on the subject, he couldn't help but think about what he had left behind. Granted, he had next to nothing to his name prior to leaving aside from the few sticks and leaves slapped together that he called a house, but there was something more important than that back there; the one thing for which he may have regretted leaving. He had to wonder how Chamella was doing. Shade let out a sigh as he thought about her. She was one of the only things that Shade could have considered a luxury in his meager life, someone he could call his friend and the only thing besides himself he actually cared about. But he had given her a chance to come with him, which she turned down. He wasn't really surprised. This entire endeavor was a long shot for sure. He may have very well put her life in danger had she come with him. Shade wondered if she was well. She was never great a finding food herself, relying mostly on him to share with her, which he was happy to do. Would she really be alright without him?

Shade shook his head. He shouldn't be concerning himself with such things. He gave her a chance, she said no. That was that. He needed to look toward the future and forget the past, starting with getting a little more sleep.

But it was no use. He wasn’t going to get back to sleep, and if he just lay here his mind would wander into territory he’d rather have left behind. He discontentedly rose to a sitting position and rubbed his tired eyes. If anything good were to come of his early rise at this ungodly hour, it was that Winter wouldn’t have to see him with, as Rarity had put it, horrible bags under his eyes.

But what was he going to do? Twilight and Spike were probably still sound asleep unless the rain had woken them too. He would just be stuck in the library, twiddling his hooves until they got up.

He fell forward lazily, landing on his stomach, his chin resting at the foot of the bed. He gazed straight ahead, looking at nothing in particular but too tired to look anywhere else. His eyes fell upon one of the many bookshelves that littered the library.

Hmm...Maybe I could...

He slid off the bed rather ungracefully, but making sure to land on his hooves so as not to cause a ruckus and wake the library’s other two occupants--although if they were awake, at least he would have somepony to talk to and could kill some time. He shambled over to the bookshelf and looked over the exposed spines.

I don’t know what any of this stuff is...

He indiscriminately pulled one out and glanced at the cover. Of course, he couldn’t make out the title. Whatever it was, it looked complicated. The title must have consisted of at least thirty letters. He didn’t know what it was, but it was most definitely out of his league. That didn’t stop him, however, and he flicked through its pages anyway. It was filled with an insurmountable sum of words, but to his relief also contained some pictures. Drawings of the night sky and the stars and moon. This must be one of those "astronomy" books Twilight told him about, the study of celestial objects outside of their planet. It baffled him that she believed things existed beyond the sky. If that were the case, how come no pegasus has flown there? If nopony could even get so close to the sun, moon, and stars--objects that were within their sky--how could they have the knowledge of anything beyond?

Still, he recognized many of the images within the book. Constellations. Changelings used the formations of the stars as guides when traveling at night. But these pages showed how the stars connected to make abstract shapes. He wasn’t quite sure how some of these shapes came about; they looked nothing like how the stars were arranged.

Shade shook his head and closed the book. No matter how hard he argued he wouldn’t win. It was an inanimate tome that he couldn’t read. He didn’t stand a chance.

Replacing the book, he pulled out another from a lower shelf. The ones on this level were significantly thinner than the one he had just perused. And much more colorful. And the words were printed in very large letters. And there were bright pictures of ponies and flowers and other optimistic imagery. And each page only contained a sentence or two. He still couldn’t read it, but it was much less imposing. He found himself looking at the modestly detailed artwork within the book. Pictures of foals playing on a schoolground, pictures of foals eating a hearty breakfast, pictures of foals playing sports. There were a lot of pictures of foals. He spied a picture in which a group of foals were happily reading books. The covers of the books looked suspiciously similar to the one he was currently browsing: vibrant and colorful.

Shade groaned. Great. It’s a kid’s book. Even these foals can read better than me.

He finally decided to give up. Without Twilight’s direction he wasn’t going to learn anything. He placed the book back on the shelf and planted himself on the floor. Maybe he could just wait. Wait until Twilight or Spike woke up and-

The sound of a hoof rapping against wood rang up from the library's lobby. Was somepony at the door? At this hour? In this weather?

He heard no sign of the other two being roused from their slumber, so it fell to him to identify the visitor.

The sleepy changeling stumbled his way downstairs. What little light there was in the lobby wouldn’t do much for him in his current form. For all intents and purposes, he was a pony, and thus the night vision that came naturally to changelings was not currently accessible. He could change back, but for more reasons than one, that was out of the question. He would just have to be extra careful to not-

“Ow!” he cursed to himself as silently as he could, having bumped his knee on the prominent reading table.

Grumbling under his breath, he approached the front door and opened it with a flourish of his green aura.

“Good morning!” came the chipper, singsong voice of Ponyville’s resident mailmare, a grey-coated pegasus with a blonde mane and a cutie mark consisting of seven bubbles. But by far her most defining feature were her bright, golden eyes which were oddly askew most of the time. Currently, she was outfitted in a yellow, rubber rain cap and coat, providing protection from the harsh weather.

“Derpy? What are you doing here?” Shade asked. Surely she must have a good reason for braving this storm.

“Whaddaya mean? I’m delivering mail, silly!” she stated matter-of-factly, a big, oblivious smile on her face.

“In this weather?”

“You know what they say: Neither rain, nor sleet, nor snow.” She lifted her hoof to her forehead, performing a proud salute. He certainly had to respect her dedication to her job. To go out into such miserable conditions and still have a smile on your face must take some serious devotion.

“Whatever,” Shade sighed, still too tired to care about the logic behind her actions. “So what do you have?”

“Ummm, let’s see...” Derpy reached into her coat and rummaged around in the bag strapped to her torso underneath it. “Ah, here we go.” She pulled out a single envelope. “Just a letter for Twilight today.”

Taking the letter from her with his magic, a thought occurred to the changeling. “Why didn’t you just put it in the mailbox?”

“Because!” she blurted, perhaps more loudly than what was necessary. “Twilight wouldn’t want to go out in this weather to get one little letter. So, being the good Samaritan that I am, I thought I’d just bring it straight to the door!”

“And possibly wake up the library’s sleeping residents,” Shade pointed out.

“Well, if I’m being honest...” Derpy started, looking away, yet looking at him at the same time, “...there...might have been an accident when I got here. It’s pretty dark and muggy out there ya know, so let’s not go throwing blame around.”

Shade looked past the pegasus to verify the "accident." From this distance, it was difficult to see through the thick curtain of rain outside, but he could barely make out the shape of Twilight’s mailbox...lying on its side in the mud. He glared silently at the mailmare who shrugged and chuckled nervously.

“Well, another letter duly delivered my work here is done see ya later!” Derpy said hurriedly, intent to avoid having somepony get mad at her. She haphazardly opened her wings--inadvertently spraying Shade with water--and took off back into the stormy sky.

Shade groaned in annoyance as he scooped up the water in his mane and coat into a ball of green magic, releasing it through the open door. He shook his head, dismissing the exchange with the mailmare, and glanced at the letter she had delivered.

“Shade? Is that you down there?” Twilight’s groggy voice addressed him from the top of the staircase. With a flick of her magic, the lights in the lobby flickered on, forcing the two unicorns to narrow their eyes as they adjusted to the increased brightness.

“Yeah, it’s me,” he answered, attempting to block out the light with a raised hoof.

The violet mare descended the stairs slowly, rubbing her eyes sleepily. “What are you doing up so early? Was somepony at the door?”

“Just Derpy. She came to deliver a letter to you. Oh, by the way, she knocked over your mailbox.”

“Ugh, again?” Twilight moaned, rolling her eyes. “I keep telling her she needs to be more careful, but does she listen?” She breathed an exasperated sigh. “Well, whatever. Do you know who the letter’s from?”

“Uh...” Shade held the envelope in front of his face and scanned it. “It’s from Canterlot.”

Twilight blinked. “What?”

“What?” he echoed. “Is it something important?”

What did it say?” Twilight asked with an incredulous look.


The two unicorns stood silently, staring at one another in disbelief.

“Did...Did Derpy tell you that?” the mare inquired, unsure if she was reading the situation correctly.

“N-No...” The stallion’s brain desperately worked to wrapped his head around what had just happened.

“Then...” A beaming smile spread across Twilight’s face. “You read it! You read it, Shade!”

“I-I did?” He still couldn’t completely fathom what was going on.

“You did! You read it! This is amazing!” Twilight leaped forward, embracing him in a tight hug. “I can’t believe it!”

It finally began to sink in. He had read that off the envelope. Derpy hadn’t told him it was from Canterlot, right? She just said it was for Twilight. He had looked at the letter, analyzed the words written on it, and said “Canterlot." He read the word “Canterlot."

Twilight pulled back to look her student in the eyes with a wide, proud grin. “Do you know what this means?” She paused, somewhat hoping he’d answer her, even if she made the question sound rhetorical. “It means that I’m actually a good teacher!”

Shade shot her a corrective glare.

The mare blushed lightly. “Aaaand that you’re on the road to literacy,” she giggled, forcing back her pride as a teacher. “But it also means that, despite how inattentive you’ve been because of Winter, my lessons still managed to sink in. Oh, wait until I tell Princess Celestia! She’s gonna be so proud of me! Uh, us!” Twilight finally released her grip on the stallion.

The navy-maned stallion knit his brow in confusion. “Wait a minute. I was just looking through some books upstairs. I couldn’t even read any words in a children’s book. How did I read that?”

Twilight waved a hoof in front of her. “Who knows and who cares. The fact is, you did read it! Isn’t that great?!”

A smile appeared on the changeling’s face. The sense of pride he felt at this moment was unlike anything he’d ever felt before. He had truly learned something. It was a huge step towards his goal of seeking a better life.

“Yeah. Yeah, it is.”

Twilight pulled Shade in for another hug. This time, the changeling returned the sentiment, wrapping a hoof around his mentor as a sign of his deepest gratitude.

“Geez, can you guys knock off with the shouting? Some of us are trying to sleep, ya know?” a grumpy, purple dragon lectured from the staircase.

The two unicorns apologized to the lethargic dragon. But since they were all up anyway, they decided it was just as well to make some breakfast, including celebratory pancakes.

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

“So, what does the pony-shaped one do?”

After breakfast had been consumed, the trio found that the early hours of the morning were crawling along at a snail’s pace. It didn’t take long for boredom to set in. By Twilight’s suggestion, they had decided to try passing the time with some engaging board games, starting with the studious unicorn’s favorite: chess.

“That’s a knight,” Twilight explained to Shade. “For beginners like you, they’re probably the most complicated piece. They can move on an ‘L’ shaped path, either moving forward three spaces and then one to the left or right, or three spaces left or right and then one space forward. See?” She demonstrated by moving one of her two black knights forward and to the left, eliminating one of Shade’s white pawns.

“Right...” He was clearly having trouble grasping the rules of this game.

“Okay, it’s your move now,” the mare announced.

Shade mulled over his options. He had a bishop that was cornered by one of Twilight’s rooks, one of his own rooks flanked on three sides by black pawns, and a severe lack of pawns himself. Even though it was his first game, she wasn’t going easy on him. Or maybe she was, that was the scary part.

“Give it up, dude,” Spike chimed in. “She had this game won when you made your first move.”

“How’s that possible?” Shade asked skeptically.

“She has this uncanny ability to foresee her opponent’s every move based on the first move they make. And she has a counter-strategy for every possible scenario.”

“He’s right,” Twilight stated, all semblance of modesty being tossed out the window. “Not even Princess Celestia has ever beaten me.”

“Then this seems like an effort in futility,” the changeling noticed dejectedly.

“I guess so,” Twilight chuckled guiltily. “I guess when it comes to games of strategy and intelligence, I can be a little over-competitive. Maybe you’d be more suited to playing with somepony that’s more on your skill level. Spike, sit in for me.”

The dragon stared begrudgingly at her. “That sounded like an insult.”

“Oh, stop whining and sit down,” she laughed.

“Fine, whatever,” Spike shrugged. “Fair warning though: I may not be as good as Twilight, but I spent my fair share of time living with her in Canterlot Castle. So, I know a lot of her strategies.” He climbed onto the table, sitting behind his newly appointed army of ebony soldiers, his arms folded over his chest to proclaim his superiority. “I believe it’s your move,” he said cockily.

Once more, Shade looked over the grayscale battlefield. The odds were certainly not in his favor, even with this new handicap. Spike’s dark forces greatly outnumbered his ivory troops. He was in a lose-lose situation. No matter what move he made, Spike’s soldiers were ready to counterattack. But such are the sacrifices of war. Shade used his entrapped rook to defeat one of his opponent’s many pawns, although now it was completely exposed and defenseless.

Spike grinned triumphantly. “Bad move,” he said wagging a claw at his disadvantaged foe. The baby dragon picked up his queen and slid it diagonally along the board, toppling Shade’s rook. “You really need to be more careful with such an invaluable piece,” he said condescendingly, flipping the captured unit between his claws. “But whatever. Your move again.”

A captain leading his forces into battle would certainly feel the pressure in a situation like this, but Shade had assumed from the get go that he would lose considering that this was his first time playing the game, and it was difficult to feel nervous about something you were sure of. Regardless, he once again surveyed the battlefield, looking for any openings that would make his defeat appear at least a little less one-sided. He tentatively lifted his own queen with his aura of green magic and glided it down a diagonal path through an opening in the playing field that was now open from Spike’s last move, positioning his piece squarely in front of the dark king.

“Wait, what!?” the flustered dragon sputtered. “How did-? Huh?”

“What? What happened?” Shade looked at Twilight with puzzlement.

“That’s checkmate,” the violet unicorn announced.

“No way!” Spike protested. “There’s gotta be some mistake!”

“What’s ‘checkmate'?” the still befuddled changeling asked.

“Checkmate is when one player’s king--the piece that you just moved your queen next to--is unable to make any moves that will allow it to avoid capture on their opponent’s next turn, and if the king is defeated, the game ends. Therefore, since the king will be eliminated on his foe’s next turn, it’s considered an automatic win.”

“So...I won?”

“Yup, congratulations,” Twilight smiled.

Huh. Remove the head and the body will die. I see now. Without a leader, the troops are powerless. Sounds kind of familiar actually...

Spike stood up and angrily hopped off the table. “This game’s stupid anyway. I’m gonna go get Chutes and Ladders.”

“Because you’re better at random chance?” Twilight joked.

The dragon shot her an unamused scowl. “Shut up...”

“Hey! Don’t you take that tone with me, mister huffy-pants!” Twilight scolded. “I wasn’t your opponent this time.”

“Whatever, 'Mom,'” Spike muttered under his breath as he ascended the staircase.

Shade watched the miffed reptile disappear behind the bedroom door. “Should I apologize?”

“Nah, he’s just a sore loser,” the mare said, waving it off. “He’s just gonna sulk up there for a bit before he brings down another game, eager for a rematch.”

“So, what should we do in the meantime?”

“Hmmm...” Twilight tapped her chin and took a look around. “Well, we’re stuck in a library for the weekend, maybe we should jump on that newfound literacy thing you have going.”

“Yeah, that’s a great idea.” The thought of learning more and potentially becoming fully literate excited him. He’d never been so eager to learn before. And knowing that he was actually progressing gave him a great deal of motivation.

“Just a sec. I’ll find something that you should hopefully be able to handle.”

Twilight stood up and walked over to a nearby bookshelf, perusing its contents. Shade sat quietly as he waited for her to choose the most suitable material for his current skill level, which was admittedly still pretty darn low.

Another round of rapping on the front door drew the attention of the two unicorns.

“Who is it this time?” Shade asked, wondering just how many ponies would enjoy going for a leisurely jaunt through Ponyville in this kind of weather.

“Derpy probably just forgot something,” Twilight guessed, rolling her eyes. “Can you get that?”

Shade rose from his haunches and moved to open the door. Swinging it open, he was taken aback by the familiar face that stood smiling sheepishly at him, her bright red mane matted over her eyes.


“H-Hi, Shade,” the white pegasus greeted through a forced smile and chattering teeth.

At the mention of the visitor’s name, Twilight spun around and made a mad dash for the door. “Oh my goodness! What are you doing out there?!” Twilight blurted, but continued before she could receive an answer. “Come in or you’ll catch a cold!”

“T-Thanks,” the sopping wet pegasus stammered as Twilight coaxed her inside.

“Hold on, I’ll get you a towel.” Twilight made straight for the bathroom and vanished behind the door.

Shade stood dumbstruck at what he was seeing. “Winter, are you okay?”

She sniffed. “I’m fine. Little cold, a little wet, that’s all.” The noticeable shivers proved that she was understating it.

Twilight quickly re-emerged from the bathroom, two pink towels floating behind her, carried by her magic. “Here, dry yourself off.” She offered one of the towels.

Winter graciously took the towel and proceeded to soak up the water from her dripping mane and coat. Once she was sufficiently dry, Twilight guided her to the reading table, pushing aside the chess set, and draped the second towel over her unexpected guest.

“What are you doing here, Winter?” Shade asked, his voice overflowing with concern.

“Uh, well, you see...” Winter started. “It’s...kind of embarrassing...”

The two unicorns waited in suspense for her explanation.

“See, it started early this morning. I woke up and headed out to meet up with the rest of the weather team and we moved all of the storm clouds we had gathered over Ponyville. When everything was ready, we started the storm, so everypony had to hurry home before they got soaked. But when I got back to my place...” She paused, glancing around to try and hide her embarrassment. “I realized...that I locked myself out of the house.” Winter hung her head in shame.

“So, you forgot your key?” Twilight deduced.

Winter nodded glumly.

“How long were out there?” she added.

“I’m not sure. About...ten minutes, I think?” She looked up at a nearby clock. “Yeah, I was sitting in the rain at my front door for around ten or fifteen minutes.”

“Why didn’t you ask Rainbow Dash for help?” Shade asked curiously, “She’s your supervisor, right? Couldn’t she do something to help?

“Well, yeah, I thought of that. But while I was standing on her doorstep, I started having second thoughts. I didn’t want her to find out that I locked myself out. That would make her think I’m irresponsible, wouldn’t it?” Winter looked to Shade for reassurance.

“I...don’t really know...” he answered, disheartened.

“Rainbow does have a tendency to demand perfection when she sets her mind to something,” Twilight observed. “She and Rarity are a lot alike in that regard. Oh, uh, don’t tell her I said that by the way.”

“Then it’s probably a good thing that I didn’t, huh?” Winter sighed.

“And your second thought was to come here?” Twilight continued, pursuing a full explanation.

“Yeah, but I didn’t think of it right away,” she admitted. “If I had, I would have been here sooner.” She looked warmly at Shade. “Plus, I wouldn’t have thought to come here at all if Shade and I hadn’t gone out together yesterday.

“Oh yeah, I totally forgot!” Twilight shouted. “I didn’t ask you how your date went!”

Shade’s face turned pale--paler than normal anyway--when he heard Twilight use that word. He still wasn’t entirely sure if it was a date and, if it was, did Winter realize that too? The smile on the pegasus’ face was enough assurance that she was aware of the fact, allowing Shade to breath a relieved sigh.

“It was great,” Winter answered for him. “I had a lot of fun getting to know Shade better and exploring the town with him.”

“Why don’t you tell me all about it?” Twilight requested with no regard for the pair’s privacy, ”We can chat over some hot chocolate. Spike!” The other two ponies jumped in alarm at the sudden increase in the volume of her voice.

The grumpy dragon peeked his head out from the bedroom doorway. “Geez, I’m only right up here. Who are you, Pinkie Pie?”

Twilight lowered her voice back to a more appropriate volume for a library. “Spike, we have a guest. Go make some hot chocolate.”

“Aye aye, ‘Captain,'” he saluted sarcastically.

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

Winter shuddered, followed by a loud sniffle.

“You okay, Winter?” Shade asked the pegasus with concern. She had been sniffing rather frequently since she had arrived. It was beginning to worry him.

“Yeah, I’ll be fine,” Winter smiled. “Just a minor case of the sniffles.” She lifted her second mug of hot chocolate to her muzzle.

Twilight had insisted that they hold the mugs in little pink cozies so that they wouldn’t burn their hooves to which Spike scoffed and told her to suck it up. Of course, with perfect comedic timing, he had burned himself immediately afterward.

“You don’t sound fine,” Twilight retorted. “I think you might be coming down with a cold.”

Spike hopped to his feet. “Whoa, if she’s sick, then I’m gettin’ outta here. I don’t wanna catch whatever bug she’s got.” He tapped his chin in thought. “Although, if I were sick, Twilight would have to take over all my chores and stuff while I’m bedridden.”

“I am not doing your chores,” the unicorn corrected. “Whether you’re sick or not. Especially if you get sick on purpose. In fact, if you do that, then I’ll make sure you have more chores by the time you got better.”

Spike sat back down on the table. “Come on, I was just joking. I thought you’d be able to catch on to my incredible wit by now.”

Another sniff.

Winter received a trio of silent stares.

“What? I’m fine. It’s nothing to worry about,” the congested pegasus defended.

The purple dragon shrugged his shoulders. “Look can we just get back to the game?”

He pointed a claw at the board set up between the four of them. Just as Twilight had predicted, Spike insisted on a rematch. The battlefield this time? Chutes and Ladders, just as he had declared. The current standings put Spike’s green piece near the top, sitting comfortably on space number ninety-six, with Shade’s blue piece closing in from space eighty-four, Twilight’s red piece catching a break after climbing a conveniently placed ladder to space seventy-two, and Winter’s yellow piece lagging behind at space forty.

“Ugh, I suck at this game,” Winter complained.

“You suck at random chance?” Spike said with a condescending tone, eliciting a stern glare from the violet unicorn sitting next to him.

“Ignore him,” Twilight suggested, rolling her eyes. “Just take your roll.”

Winter picked up the small, six-sided die and tossed it lightly on the table.

“Four. One, two, three, four,” the pegasus counted off as she moved her piece. She sighed heavily. “What’s the point anyway? I can’t win at this rate.”

Twilight stepped in to motivate her. “Well, you never know. You could always get-”

“Yeah, you’re right,” Spike interrupted. “I’ve had this game in the bag from the beginning.” He arrogantly reached for the die and rolled it.

“Three. One, two-”

Twilight smirked with satisfaction. “What’s the matter, Spike? I thought you liked playing on slides.”

Spike knit his brow. “This game’s too juvenile for me anyway. I’m better suited to something more mature, not this foal’s game.” He hopped up and wandered off in a huff. Two failures in a row was apparently all he could handle before he would just up and quit.

Twilight giggled. “Well, now that that’s out of the way, Shade, why don’t we do some studying?”

Shade took his eyes off of the angry dragon storming into the kitchen. “Don’t you want to finish the game?”

“Not really,” the unicorn shrugged. “I was just hoping somepony would put Spike in his place. Who would have thought it’d be himself. Although, now I feel kind of sorry for him,” she laughed. “Now, why don’t I find a nice book for us to read? Oh, Winter, you can help too!”

The red-maned pegasus tilted her head. “I can?”

“Sure,” Twilight nodded. “Besides, I’m sure Shade would be more willing to listen to you than me.” The bookworm winked rather non-discreetly, forcing the pair of white ponies to blush.

The violet mare excused herself and jogged upstairs in search of a specific book, leaving the pair of bashful ponies alone in the room.

Another sniff.

Shade glanced at the mare sitting next to him, taking notice of how broken down she looked.

“You’re not okay, Winter. You’re sick,” the changeling insisted.

“No, I’m not!" Another sniff. "I’m fine.” She shook her head in a futile attempt to make herself feel better. “Look, I’ll be alright in a little while. It’s just the sniffles,” she insisted, punctuated with yet another sniff.

“Found one!” Twilight’s voice called out from the second floor.

She hurriedly trotted down the stairs back into the lobby carrying a thin, colorful book with her magic. Much to Shade’s dismay and embarrassment, it was another foal’s book. “I figure this one should be the easiest for you, Shade,” she stated, floating the book blatantly before the pair of white ponies. “So, shall we get started?”

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

The fresh scent of a home cooked meal began to permeate the library. Spike was still busy sulking, so Twilight had to take it upon herself to fix everypony some lunch. Shade and Winter had offered to help, but for some reason she declined, giving the pair a sly wink.

Now they were once again alone in the lobby. Winter had sidled up next to Shade, a blanket draped over her back as she still had a mild case of shivers. The changeling was enjoying their closeness. Every now and then Winter’s wings would twitch and her feathers would brush against his side. He wasn’t entirely certain though if the action was a result of her shivering or perhaps just a nervous twitch from being in such close proximity to him. The blush on her cheeks suggested the latter, although he was still unsure.

The primary reason for their closeness, however, was not intimacy. Open in front of the two ponies lying on the floor together was one of the foal’s books Twilight had collected for Shade. After running through a few of them, she decided to just get the whole kit and caboodle for Winter to read to him while the purple unicorn cooked lunch. Though the closeness was definitely a bonus.

...And the little filly closed her eyes and drifted off into a sound sleep,” Winter finished reading with a soft, motherly voice.

Shade didn’t react. All he could do was gaze at her with an intense longing as he watched her lips move and her voice played music for his ears.

“This is kind of silly, isn’t it?” Winter giggled.

The white unicorn shook his head. Hearing Winter’s tone return to normal snapped him out of his trance. “Huh? Oh, no, not really. It’s not silly.”

“Really?” Winter said skeptically, followed by a short sniff. “You’re supposed to be the one who’s reading, aren’t you? Or at least trying anyway.”

“It’s okay, I’m paying attention,” Shade smiled. Really he just wanted her to keep reading. Something about her voice just moved him. “Let’s try another one.” His embarrassment over the situation had all but faded into nothing since Twilight left the room. It was much easier to be comfortable with Winter when they were alone. He picked up yet another book from the pile and hovered it over to them. Winter took a look at the cover.

“Aww, The Ugly Duckling. I love that book.” The pegasus smiled as she recognized the story.

“You know this story?” Shade asked.

“Yeah, I used to read this to my baby cousin when I would foalsit her. It was her favorite.” She began to look nostalgic as she smiled warmly towards the book.

“What’s it about?” As if the title didn’t provide any clues.

“It’s about a little duckling who doesn’t really look like the other ducklings. They all treat him like he doesn’t belong with them though, just because he’s different.” Her face turned sombre. “He tries to fit in elsewhere, find somewhere where he will be accepted for who he is, not what he is or what he looks like.”

Shade was silent.

Winter continued. “But no matter where he went, every other animal he met treated him poorly, making him feel like some kind of monster: ugly and unwanted...”

Shade turned away. “Let’s read something else,” he suggested quietly, lifting the book away from Winter abruptly and tossing it into the pile of the ones they had already finished.

“Huh? Why?”

Shade looked into her eyes. Winter looked like she had been hurt, a grey sadness falling over her features. He had hurt her. It wasn’t something he intended to do, but it happened. The dejected expression she wore made it feel like somepony had thrust a knife through his heart. How could he do something like that to her of all ponies?

Winter sat through Shade’s silence. She knew something was bothering him, but couldn’t pinpoint what. “It has a happy ending,” she said with a smile. “I promise.”

The changeling observed the warm smile she was giving him. Even if that book was likely to dredge up thoughts he hoped to forget, he couldn’t bring himself to do anything that would make Winter unhappy. He trusted her.

He levitated the book back to them and placed it open in front of his companion without saying a word.

She grinned happily at him. “Thank you.”

Shade could swear he felt a feather from her wing brush along his side; deliberately this time. “You...really like this book, huh?”

The mare nodded. “Mm-hm. It’s one of my favorites. My mom used to read it to me all the time too when I was a filly.” She giggled. “See, I was kinda klutzy when I was a foal. The other foals would tease me sometimes, so I felt like an outsider. I guess one of the reasons I enjoy this story so much is because I can relate to it.”

She...can relate to it?

Winter’s wistful expression returned. “Mom used to cheer me up with this book. She said that I was like the ugly duckling myself, and that even though others might not respect me now, I may yet still grow up to be a beautiful-” She caught herself before saying any more. “Oops,” she laughed. “I almost spoiled the ending!”

Shade was almost brought to tears. Perhaps due to Winter’s heartfelt reminiscence or maybe the fact that anypony would hurt her feelings like that.

“I feel like I can relate to it a little too,” Shade added.

Winter tilted her head in thought. “Hmm...Yeah. I guess we have that in common, huh?”

The pair laughed quietly together before turning their gazes toward one another. Winter stared at him with half-lidded eyes, her features--including flushed cheeks--showing signs of anxiety. But she never removed her bright, amber eyes from his deep, emerald irises. There was something between them; a connection. Shade had been unknowingly looking for the one thing that they shared, one piece of common ground that would give him an excuse to pursue this pony’s feelings, but, considering his history, he didn’t expect to find it.

The air around them seemed to become drastically warmer. There was a sparkle in Winter’s eye. It was calling out to him, beckoning him. Slowly he moved his head forward, inching closer and closer to the alluring pegasus’s muzzle. Shade had no idea what he was doing, but Winter wasn’t trying to stop him, in fact, she was moving towards him as well. Neither one took their eyes off the other until their lips were mere centimeters apart. Winter closed her eyes, readied her lips, and-


Shade looked like he had just been slapped in the face. All romantic thoughts in his head shattered like glass in a hurricane.

Winter sniffed deeply. At least she had the common courtesy to turn away at the last second, saving Shade from getting a face full of mucus.

“Ugh, sorry,” the pegasus sniffled before sneezing a second time, much less loudly, “I guess I am sick...”

Shade’s thoughts were a complete mess right now. What just happened?

“Did I hear a sneeze out here?” Twilight stuck her head out of the kitchen door.

Her answer came in the form of yet another sneeze. Shade never thought he’d ever find himself backing away from Winter, but here he was, shuffling to put a small amount of distance between them.

Twilight sighed heavily, its weight successfully relaying the message of "I told you so." “I’ll put on some soup.”

The changeling turned back to the sniffling pegasus lying beside him. Perhaps her reddened cheeks were actually a result of her gradually elevating malady.

“Sorry...” the stuffy mare apologized again.

“Uh, it’s...okay...” Shade pat her shoulder pensively, doing nothing to alleviate her distress. He noticed that she had started to shiver again. “Do you want to lie down somewhere? You can use my bed if you want.”

The pegasus smiled gratefully. “Yeah, that’d be nice. Warm sheets and hot soup sounds really good right now. Ah-choo!”

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

Winter’s sinuses were throbbing. She lay in Shade’s bed staring blankly at the ceiling. At least she was comfortable and warm, but her head still hurt like somepony had jammed a nail into her nose. Maybe she should have listened to Twilight when she said she was sick, then maybe this could have been avoided. And just when she and Shade were about to-

The door to the observatory clicked open. Winter turned her head to the side to see Shade peek into the room.

“How are you feeling, Winter?” he asked. The genuine concern in his voice made her feel better somehow.

“Like I was just run over by a chariot,” she laughed weakly.

Seeing that she was at least well enough to make jokes, Shade entered the room fully. With him floated a small dining tray with a bowl of steaming soup and a glass of orange juice on top of it.

“We made some soup. Twilight says it should help you feel better.” The unicorn approached the bed, somewhat transfixed by Winter’s smile. How she still remained so optimistic in light of the circumstances was beyond him.

The ill pegasus laboriously rose to a sitting position, her skull feeling as though it were made of lead. Shade gently placed the tray over her lap. Winter attempted to inhale the soup’s aroma, but found that quite impossible in her current state. Still, the warm steam felt nice on her face; she was starting to feel better already.

“Thanks.” She smiled as best as she could at Shade as a gesture of gratitude. Maybe there was a better way to thank him, but that probably wouldn’t be a good idea while she had a cold.

Vegetable soup. So much delicious produce floating in the hot broth: carrots, potatoes, turnips and much more. Too bad she wouldn’t be able to taste it. Her sense of taste was just as negated as her sense of smell. She lifted the spoon to her mouth to verify that theory, popping a few chunks of potato in as well. As she thought: nothing...except intense heat.

She swallowed abruptly without even chewing and stuck her tongue out, waving her hoof to fan it. “Ow, hot!” the surprised pegasus sputtered. She hastily reached for her glass of orange juice, dousing the fire on her palate.

“You okay?” Shade asked, watching Winter down half the glass in one go.

After a quick gasp for air, the bedridden mare looked at him in stunned silence. Anypony else would have laughed at her misfortune. It was a pretty comedic sight and there was really no harm done, so laughing wouldn’t have hurt her feelings or anything. But he didn’t. He cared too much about her wellbeing to laugh. She was starting to realize just how different Shade was from the other ponies she’d met.

“I’m fine,” she said, grinning. “Just a little hot, that’s all. I should let it cool a bit before I eat anymore.”

“Alright. As long as you’re okay.” Shade smiled tenderly.

Winter felt her heart melt at his show of concern for her. He really was one of kind.

“If you need anything else, just ask, okay?” Shade turned to exit the room.

“Wait!” Winter called, perhaps a little more loudly than was necessary. “Uh, I mean...you don’t have to go. Well, I’m sure you don’t want to get sick too, but you can keep me company for a while if you want.” Winter’s ears perked up. “Oh, I know! While we wait for my soup to cool, we can read The Ugly Duckling together.”

Shade was conflicted. On the one hoof, from what he’s been told, that book seems as though it would hit a little too close to home for him to enjoy. But on the other, it was one of Winter’s favorite books, and he was willing to do anything to make her feel better in her time of need.

“Sure,” he agreed with a smile. “Just let me run down and get it.”

He briskly cantered back down to the lobby before returning with the book floating next to him and placed it on the bed, next to Winter.

“Okay,” the pegasus began, opening to the first page. “You’ll have to excuse me, my voice is probably going to detract from the tone of the story a little.”

“That’s fine,” Shade said, taking a seat on the floor by the bedside. “It doesn’t bother me.”

“Alright then.” Winter cleared her throat as best she could and started reading. “Once upon a time down on an old farm, lived a duck family, and Mother Duck had been sitting on a clutch of new eggs...”

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

A tray holding an empty bowl and glass sat upon the bedside table, the earthy fragrance of cooked vegetables still floating within the immediate vicinity, and a stuffy pegasus lay snoring softly beneath the pink sheets of the bed itself.

When Winter had been nearing the story’s end, Shade took notice of her decline in energy. She had been struggling to keep her eyes open and only barely managed to power through the last few pages. It was still pretty early in the day, only mid-afternoon, but the cold seemed to be taking its toll on the pegasus. Before she drifted off, Shade had offered to keep an eye on her while she slept, only so that he could be there when she woke, in case she needed anything. She hardly had any time to answer him before she flopped her heavy head onto his pillow and began sawing logs. She looked so peaceful as she slept, even if her nose was making one of the most grating noises he’d ever heard a pony produce.

Shade’s mind, oddly enough, was not on Winter right now, but instead the story she had recently finished regaling to him. He was flipping through the pages and analyzing the illustrations that went along with them. Interestingly, he found that some of the words no longer looked like gibberish. The terms “duck” and “duckling” had been used so many times that he could actually recognize and read them.

He’d have been proud of himself if his mind hadn’t been preoccupied with other problems.

Winter had assured him that the story had a happy ending. That’s not how he interpreted it. The titular character, he learned, was not a duckling at all, but a swan. He had tried to find where he belonged, make a better life where he could live without worry. Instead he was ostracized by every other creature he came across, because of what he looked like. And in the end, found that the only group that was willing to accept him were his own kind.

Happy ending my hoof...

Listening to this story was like gazing into a window of what could have been. What would have happened if he had arrived in Ponyville as a changeling? Would they have chased him out like the old mare and her cat did to the poor "duckling?" Would he really only be welcome amongst the other changelings? Is this how the world worked? If something is different, do you just try to get rid of it instead of accepting it?

Is this really my fate? The fate of all changelings?

A sound from behind him caught his attention. A still comatose Winter rolled over and tugged the sheets closer to her body. A somewhat silly looking grin adorned her sleeping face. She was either having a good dream or was just really cozy.

A small smile crept its way onto Shade’s face as well. Of course this wasn’t his fate. He had found a comfortable new life for himself, unlike the ugly duckling who was forced to only mingle with his own species. Sure, he had a secret, one he hoped nopony would ever find out, but did they have to find out? There was no guarantee that they would, and as long as he kept up appearances, they wouldn’t find out. Besides, even if they did, he had no ill intentions, he hasn’t done anything wrong. Even as a changeling he could still be one of them; he was still himself.

The more he thought about it, the more he realized that he was much better off than the "duckling." The other animals knew that he wasn’t normal and that’s why he was an outcast. Nopony knew Shade’s true identity, he still had a chance to live the life he made for himself here.

Shade closed the book and stored it back on the bookshelf. He wasn’t going to worry about it anymore. Nothing had gone wrong since he got here, and who knew if anything at all would as long as he kept doing what he was doing. He had renounced his former identity the night before, but still had trouble truly getting away from what he was.

But no more. He is a pony, and he isn’t going anywhere.

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

Sunday morning. Rain still beat against the windows and the sky over Ponyville was still grey. But a ray of sunshine penetrated the gloomy atmosphere in the form of a cheery, whistling stallion who was busying himself by helping out with a cleanup around the library.

“Wow, you’re awfully chipper this morning, Shade.” Twilight took slight amusement in the stallion’s unusual bout of whimsy.

Shade enthusiastically ran a feather duster over a series of empty bookshelves. “And why shouldn’t I be? I’m a pony with a lot to see and do, and I’m not gonna stop ‘til I see it all. Grab life by the horns until it moos, Twilight. Until. It. Moos.”

Twilight blinked. This was even more bizarre than she had thought. Normally Shade was sort of reserved, but now he was like a completely different pony. Not that it was a bad thing.

“Dude, you’re kinda freakin’ me out,” Spike spoke from atop a nearby ladder as he dusted the top shelves.

Shade chuckled and kept dusting without responding.

“Well, I think it’s great,” Twilight chirped. “It’s like you have a whole new lease on life.”

“Yup. Nothin’s gonna keep me down,” Shade said in a singsong voice.

Twilight casually walked up to Shade, eyeing him with a mischievous smirk. “Did something happen last night?” she pried, wiggling her eyebrows.

Usually such action would prompt Shade to blush with embarrassment, but he shot her a smile and replied evenly. “Not really. At least, not what you’re thinking. We read a book and then Winter fell asleep.”

The studious mare tilted her head. “That’s it? Then what in Equestria brought about this new attitude of yours?”

“I just did some thinking, that’s all. Nothing you need to concern yourself with. Personal stuff, you know?”

His behavior was confusing her more and more by the minute. Something must have happened.

The creaking of floorboards and the sound of approaching hoofsteps made Shade turn his head and watch the staircase to the second floor anxiously. Sure enough, the familiar form of the white pegasus appeared, her bright red mane in a comedic state of disarray. At least she was smiling, and that meant Shade was smiling too.

“Good morning, sleepyhead,” Shade greeted her with a welcoming grin.

Winter seemed surprised at his bouncy mood this morning. “Oh, uh, good morning.”

“How are you feeling today, Winter?” Twilight inquired.

Winter inhaled deeply through her nose. “Like a million bits. I think that soup really helped.”

Twilight giggled. “Well, it should. I put some herbs that I got from Zecora in there. She said that they were great for clearing up your sinuses. They’re supposed to be bitter, but that’s why I put the other vegetables in there.”

“It’s not like I would have been able to taste them anyway,” the pegasus pointed out.

“You know...” Spike chimed in, “...the longer you guys keep talking, the more work I have to do.”

“What’s your point?” Twilight snorted, eliciting a couple of giggles from the other ponies in the room. The dragon rolled his eyes, ignoring the unicorn’s joke.

“Anyway...” Winter continued, “...I should get going. I’ve probably overstayed my welcome being an uninvited guest and all.”

“What? We don’t mind having you at all, Winter,” Twilight said, passing her a friendly smile. “You’re Shade’s friend, you’re welcome here anytime. Heck, even if you weren’t his friend you’d still be welcome. This is a public library after all. Besides, it’s still pouring out there and your house is still locked, right?”

“Well, I was thinking.” Winter looked between the two unicorns in the room. “You guys can use magic. Couldn’t you cast a spell or something that could unlock my door?”

“Don’t you have magic-proof locks?” Twilight asked. “They’re practically a necessity to prevent theft.”

“Actually, I never got around to having them installed at my place,” the pegasus admitted, “I figured that since they were so common, everypony would think I had them and not even bother. It’s worked so far.”

“And it didn’t occur to you to ask that yesterday?” Spike asked, re-joining the conversation.

Winter looked at the dragon with mild offense. “Hey, I can be forgetful sometimes. It happens to everypony once in awhile.”

“Don’t worry about it.” Shade placed a hoof on her shoulder. “I can walk you home if you want.” He was eager to jump on the opportunity.

“Really? Thanks, Shade!” Winter beamed.

“Be sure to take an umbrella.” Twilight pointed a hoof to her bedroom door on the second floor. “There’s one in the closet in my room.”

After a quick jog upstairs, Shade and Winter were ready to go. The pegasus bid farewell to the unicorn and dragon who had so kindly offered her a place to stay for the night. Shade unfolded the umbrella and held it above his companion.

“Shade, if you hold it like that you’ll get wet,” Winter pointed out as she noticed his coat already starting to accumulate moisture.

“Don’t worry about me. It would be unfair if you were to get sick again,” he chuckled lightheartedly.

“Fine.” Winter sidestepped so that she was standing directly against Shade’s side. “Then the least I can do is get a little closer so then at least we’ll be partially dry.”

It was true that now Shade’s right side and Winter’s left side were at the mercy of the foul weather, but their opposite sides were warm and comfortable. It was a position that Shade found himself becoming accustomed to.

But the moment had to end sometime, and within minutes they had arrived at Winter’s house. From the outside, it was nothing special. Nothing really set it apart from the other homes in Ponyville, but perhaps simplicity was the point. Either way, it didn’t really matter. Shade’s mind wasn’t focused on the house anyway.

“So, can you open it?” Winter looked at him expectantly.

Shade just stood there, silent.

Wait, what am I doing?

His mind completely blanked. He was so happy to walk Winter home that he completely spaced as to what he was going to do when he got there. He had used locks before, but only with keys. He didn’t know how they worked. Normally it was stick the key in, turn it, and the door opened. Simple. But now he didn’t have a key. Winter expected him to use his magic to finagle the thing open. How was he supposed to do that?


“Do you know how to open it?” Winter’s faith in his ability was starting to wane. Perhaps with all of her magical talent, Twilight would have been a better choice to go with her.

“I can give it a shot, I guess,” he said with little confidence.

His horn lit up in its usual bright green and the deadbolt of the door did the same. Shade was no stranger to using precision with his magic. Most changelings were pretty skilled with magic. Maybe not in the same league as the average unicorn, but one had to have some kind of skill in order to pull off transformation spells, though, admittedly, they didn't really know many different kinds of spells, only a few that helped with their continued survival.

A strand of his jade aura slithered into the keyhole. In his mind’s eye, he could feel the magic working its way between the complex mechanisms, though he had no idea what he was doing. His plan was to fiddle around until something happened.

Or until he heard that click he'd just heard.

“You did it!” Winter announced jovially.

Wait, that’s it? That was surprisingly easy. Maybe she really should invest in these ‘magic-proof locks.'

Winter ran inside immediately with Shade absentmindedly following her.

“Thank you so much, Shade,” Winter said with a grateful bow. “I don’t know what I would’ve done without you.”

“It’s no big deal,” he said modestly, scratching the back of his head. “I’m happy to help.”

“I’m not just talking about the lock.” Her voice suddenly lowered to a more soothing tone. “I mean, for everything. For listening to me prattle on about myself the other day, for showing concern when I needed help, and for taking care of me while I was sick. You were willing to do that for me even though we haven’t known each other very long. So, thank you.”

Shade couldn’t find the words to respond. All the enthusiasm he had earlier wasn’t helping him in the face of her hypnotizing, amber eyes, like two bright sunrises on an otherwise miserable morning.

A red tinge appeared on Winter’s cheeks when she noticed him staring at her. But she didn’t shy away, she looked right back at him and smiled.

This is it, Shade. Your big chance. Grab life by the horns.

“Winter...” he started, but couldn’t figure out what he wanted to say to finish it.

The decision came to him. Words weren’t enough to express how he felt. He lifted a hoof and placed it gently upon the pegasus’s alabaster cheek. Winter let out a small whimper in anticipation. In one, smooth, deliberate motion, Shade brought his lips to hers and they shared their first kiss. Winter’s eyes widened at first. Even though she had been expecting it, his resolve still surprised her; it happened so suddenly. But it felt good. She closed her eyes and allowed herself to sink into his embrace, wrapping one of her own hooves around his neck. Shade reveled in the feeling of her soft, warm lips against his. Everything he had been feeling since he first laid eyes on her culminated into this single moment.

The whole experience was brief, but it left a lasting impression on both of them. Although it pained them to do so, their lips parted. They stared into each other’s half-lidded eyes, waiting for the other to voice some kind of opinion or criticism.

But instead, there was silence. That silence. That silence where nothing was said and nothing needed to be said. They knew.

Finally, the silence was broken.

“Shade...” Winter whispered but couldn’t complete her thought before Shade spoke up as well..

“Winter, I’m the one who should be thanking you,” he declared.

“Me? For what?”

“For everything,” Shade echoed. “For letting that cloud rain on me, for coming to my welcome party, for showing me that I have something to strive for in my life. A goal. A mission. I came here seeking a better life, but what I found was something far greater.”

Winter’s heart felt as though it was going to beat right out of her chest.

“I found you.”

She couldn’t respond. Any words she wanted to say had caught in her throat and died. So she responded the only way she could think of at that moment.

Once more, her lips pressed against his. She moaned quietly into his muzzle before pulling away again.

“You don’t have to say anymore, Shade,” she said quietly, her forehead resting against his, “I feel the same way.”

Hearing those words lifted an immense weight from his shoulders. He finally had an answer, and it was the one he had desperately hoped for.

So this is what it feels like to have somepony who actually cares about you so deeply. I could get used to this.

Chapter 7: Exchange

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 7: Exchange


One month.

It’s been one whole month since he left. One whole month since he arrived in Ponyville. One whole month since he had settled into this new place, got a comfortable job, and even found a girlfriend; somepony who actually cared about him more than anypony ever has.

Life was good.

Shade was living worry free. He was a normal member of the community now. He had friends, he had a roof over his head and food within hoof’s reach. Changelings would kill for these kind of luxuries, and that’s not an exaggeration.

And who’d have thought that all it took was a little friendliness. Don’t show any hostility towards them and they’ll show none to you. It was as simple as that. Why couldn’t more changelings realize that? Granted, he was living under a disguise, but this was who he was now. He had no intentions of ever changing back. Everything he had done before he showed up in Ponyville would be forgotten as if it never happened. Eating meat, his force-fed hatred against the ponies, his involvement in the invasion? All forgotten.

His life was here now, with the ponies.

With Winter.

“You seem to have found your place in our fair town. And yet you show no signs of slowing down,” the friendly zebra spoke in her signature rhyming couplet.

“And why should I? I’ve got a lot going for me now, but there’s so much more I can see and do. I’ve got my second wind, Zecora,” Shade said with a wide grin.

A familiar, yet still pungent, aroma filled Zecora’s hut as the zebra methodically stirred the contents of her large, cast iron cauldron.

Shade wasn’t the same creature that he was when he first arrived. Normally reserved and antisocial, he now approached everything with inspired vigor, eager to talk to other ponies and help them with their problems; to contribute something to the community that he had become a part of. Currently, he was aiding Zecora with the mixing of some herbal medicine which she intended to sell at the local pharmacy. But right now, they were taking a short lunch break. And what should be on the menu today? The same meal she had served when they first met: a hearty vegetable stew.

He owed the zebra a great deal of debt. If it weren’t for her, he would have probably been left to aimlessly wander the Everfree Forest for days and died of starvation. If the forest’s predators didn’t get to him first that is. Now though, the labyrinth of trees posed little concern to his mind. Shade knew the path to her hut. He was making an effort to help out Zecora whenever he had time or whenever she could use it. It was the least he could do to repay her.

The striped herbalist lifted her large, wooden spoon to her lips, sampling the stew. She licked her lips as she analyzed the flavor.

“Hmm...It is not quite ready yet. Perhaps a few more slices of carrot,” Zecora pondered aloud.

“Anything I can do?” Shade offered enthusiastically.

Zecora glanced about at her shelves. A particular empty jar caught her eye.

“I appear to be out of ginseng. If it isn’t too much trouble, finding some would be considered helping.”

“I’ll run out and get some then.” He opened the door and took a step outside.

“Remember, a nearby bog is where they grow. Our lunch will be ready soon, so don’t be slow.”

He nodded, tossed Zecora’s saddlebags onto his back and made his way out into the forest. The place was still just as spooky as the first time he’d been here. The only difference now was in his confidence. He knew the area around Zecora’s hut pretty well by this point, but still, he wasn’t going to press his luck. He recalled Twilight telling him about the ancient castle of the Royal Pony Sisters deep within the depths of the forest. That wasn’t a place he was willing to go. How Celestia and Luna had once lived there was a mystery to him, but then again, this forest probably didn’t appear until after the castle was abandoned, after Luna’s transcendence into Nightmare Moon. The forest’s birth may have been a result of the Queen of the Night’s malevolent magic.

Huh. I think spending so much time around Twilight is starting to turn me into an egghead.

Focusing on the task at hoof, Shade sought out the location pointed out to him by Zecora. It didn’t take him long to find it.

A thick mist crawled over the soggy grass as he got nearer and nearer to the bog. The air was fat with the unending sounds of croaking toads. Shade could barely hear himself think over the noisy amphibians. But sure enough, growing near the edge of the murky swamp water was the ginseng. Using his magic, he plucked several stalks of the herb and placed them within the zebra’s saddlebags.

That was rather hassle free. Normally, one would think even the simplest of tasks would become life or death excursions in the Everfree Forest. So far, Shade didn’t really see what all the fuss was about. Sure, the place was creepy, and it was easy to get lost, but he had yet to see any of the creatures that were said to live here. Still, he wasn’t one to ignore such warnings. He just got settled in here, he wasn’t going to risk losing all that he had gained by being reckless.

Shade turned his head. Something was wrong. He sniffed the air cautiously. A strange, yet oddly familiar, scent was in the air. He was a changeling. He knew this smell all too well.

Blood and decay.

When you’ve lived in the Changeling Kingdom as long as he had, you became accustomed to such a stench. The smell of rotting animal carcases and even dead and decomposing changelings who had died of starvation. If he still lived there, he may not have even noticed the smell. It had been a long time since he left and actually experienced this odor.

And he already knew what it was.

Following his olfactory senses, he weaved his way through the trees in pursuit of the stench. He desperately hoped it wasn’t what he thought it was.

After several minutes of walking, nearly tripping over outlying tree roots and avoiding being tangled in networks of hanging vines, he found the spot where the smell was strongest.

And there, lying dormant between the twisted roots of a large tree, was his own body. Or rather, the body he borrowed--although stole would probably be more appropriate.

The body of the unicorn he had met when he first left home still lay in the exact same spot where he died, a swarm of flies buzzing about with the intention of making the corpse their new breeding ground. It was a surreal experience to see what he now recognized as himself dead and decaying on the ground. By all rights, it should have been his body there. He only managed to survive because he broke his promise to himself and took the form of this pony. He may have owed this unicorn a greater debt of gratitude than he did to Zecora.

Come to think of it, it was a miracle that Zecora never found the body. She walked this forest daily, and to think that not once did she happen upon it. Certainly the smell would have caught her attention. It didn’t matter at this point, as long as Shade found it before anypony else. Even in death, this equine was the only one who could oust him if somepony were to find it. He needed to do something.

Shade focused his magic and used it to scoop a large clump of dirt from the ground, tossing it aside, and repeating. Burying it would be the best way to hide it for now.

He felt like a criminal, like he had just committed murder and was now concealing the evidence. He might as well have been this pony’s killer, even though he actually wanted to help.

The hole seemed deep enough now that he could securely bury the body without the repugnant scent of decay seeping through the dirt. Now for the hard part. Not hard physically, but emotionally. He hoisted the corpse with his magic and hovered it over the hole. Upon closer examination, the unicorn’s fatal wound seemed to be larger. Not only that but there were other marks on his hide as well: Teeth marks. Some hungry animal must have smelled the blood at some point and decided to indulge in a free meal. The poor guy didn’t deserve this.

It was time to put the last remnant of his past to rest. Shade slowly lowered the body into the hole until it lay on the bottom. Scooping up all the dirt he had dug up, he piled it back in its place until it was completely caved in. It looked somewhat suspicious being just a dirt mound surrounded by green grass, but there wasn’t much he could do about that. He’d just have to hope nopony noticed.

It was all behind him now. Shade was wracked with guilt, but it was something he was going to have to live with. The unicorn’s blood wasn’t on his hooves. He could rest a little easier knowing that.

He’d done what he came to do, it was time to head back. Checking Zecora’s saddlebags once more to remind himself that he had picked the ginseng, he set off back to the medicine mare’s hut.

Shade’s ears perked up. First a strong smell, now a suspicious noise. He felt like his conscience was messing with him. The sound of rustling leaves entered his ears. He wasn’t alone here. Had somepony seen him?

A second sound caught his attention. This one much more frightening.


Whipping his head around, Shade watched as a ferocious beast emerged from the nearby shrubbery. It was lupine in shape, but its body was composed of twigs and leaves.

A timberwolf.

He had never seen one before, but knew enough that he could recognize one when he did. It may have been a distinct possibility that this creature was what had left those bite marks on the deceased unicorn, maybe even been what left that huge gash and killed him.

He didn’t really have time to ponder the possible scenarios revolving around the stranger’s death, the beast was staring him down and snarling menacingly. It was bigger than he was, not by much, but enough to be thoroughly terrifying. Shade didn’t know what to do. The creature was baring its fangs with the intent to kill. His history as a predator in the Changeling Kingdom wasn’t going to help here. There were so few animals there that the only other predators they competed with were other changelings.

Shade instinctively backed away slowly, it was the only plan of action his brain could piece together. It was fight or flight, and he chose flight.

But fate was a cruel mistress this afternoon as after only a few steps backwards he bumped straight into a tree. Perhaps the malevolent forest put it there on purpose. He couldn’t run now. If he tried to swerve around the tree, the wolf would no doubt give chase. Why it hadn’t pounced at this point was nothing short of a miracle, unless it liked to toy with its prey.

The vicious lupine inched closer, closing the gap. Shade could practically smell its rancid breath, even from the remaining few feet away. Drool dripped from the timberwolf’s pointed, brown fangs. It dug its claws into the ground, lowered its stance, and prepared to pounce.

So this is how it ends, Shade thought, his sudden acceptance masking his terror. In the very forest where I took my first step towards a new and better life. How ironic.

Shade braced himself for the wolf’s attempt at his jugular, closing his eyes tight and gulping.

The sudden and very loud sound of metal slamming against metal rang through the forest. The timberwolf’s attention was diverted as it desperately sought out the source of the offending noise. When none could be seen, it backed away, shooting Shade one last angry glare before turning tail and running back into the forest.

The changeling breathed a sigh of relief and collapsed to the ground. He tapped himself on the head to make sure he wasn’t just having some bizarre nightmare.

“Are you alright, my friend? Is your peril at its end?”

From behind the tree where Shade lay, the familiar zebra emerged holding a large metal pot with a similar metal spoon resting in it.

“Zecora,” Shade breathed. “You saved my life. Thank you.” He rose to his hooves and gave Zecora a grateful hoofshake.

The zebra smiled. “I am just glad you are not hurt. Death is not somepony with whom anypony should flirt.”

Shade nodded. His eyes turned back to the pot and spoon she held. “Is that what you used to make all that noise?”

She held the pot up as if to examine it. “The timberwolves, they fear loud noise. As such, this pot and this spoon, they are not toys.”

At first, Shade was confused. Of course they weren’t toys, they were cooking utensils. But the meaning of her words soon dawned on him. “Oh, I get it. These are like your weapons for battling timberwolves.” Now that he thought about it, he never saw her use them for cooking. She had always used her cauldron and a wooden spoon. These utensils were specifically used for repelling timberwolves.

“Indeed. It is a trick I learned from Granny Smith. For combat with the wolves, this is what I fight with.”

“But how did you know I needed help?” Zecora may have been smart, but she certainly wasn’t psychic.

“I saw a shadow outside my window shortly after you had left. It must have followed with stealth rather deft.”

“Well, all I know is that you saved me. I guess that’s two I owe you now.”

“I do not like to harbor favors from a friend. If my comrades are in trouble, I’ll gladly defend.”

With that, Shade and Zecora made their way back to her hut, ginseng in tow. He was definitely looking forward to that stew now. After a near-death experience, that would really hit the spot.

Putting the last piece of his bruised history behind him, Shade’s smile returned. Now he could really live without worry.

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

“Here’s your order, ladies.” Shade smiled genuinely as he placed a tray holding a large plate of spaghetti on one of the tables of the café’s outdoor dining area.

The two familiar mares--the mint-green unicorn and cream-colored earth pony--smiled gratefully to him before they began eagerly feasting on the pasta, the unicorn attempting to continue their conversation despite having a mouthful of food. Her friend was treated to smatterings of bright red tomato sauce all over her face which earned the rude pony an icy glare. Shade began to walk away to continue his duties, but glanced back to see the unicorn chuckle nervously before apologizing and wiping down her friend’s muzzle with a napkin. The earth pony was still rather unamused, but forgave her companion nonetheless.

Shade used to envy the two of them. Their relationship seemed perfect. Nothing kept them from caring about one another. He had observed that the minty unicorn lacked any sort of table manners and was a bit of a loudmouth, but her exasperated partner would always put up with her shenanigans. It took a special kind of bond to be able to tolerate somepony like that, and the way they looked at each other told Shade that they shared that bond. Although putting it that way seemed a tad shallow. He knew their relationship must have went much deeper than that.

He used to envy them. Not so much anymore though. Now, he related to them. He had a special somepony of his very own now, somepony he could confide in, somepony who cared about him, somepony who was always there and had been there almost everyday since the day he arrived.


He couldn’t help but smile every time he heard her voice. It was like a symphony of the most beautiful songbirds performing a serenade for his ears.

“Hi, Winter.” Shade grinned as his girlfriend touched down next to him. He wasted no time planting a quick kiss on her sublime lips. It was an activity that he found himself enjoying more and more the more often they did it. Who’d have thought that the simple action of pressing one’s lips against another’s could be so tantalizing? It definitely helped that Winter would blush lightly whenever they kissed. Shade found that particular characteristic absolutely adorable. “What brings you around here?”

“What are you talking about?” she replied, grinning coyly. “I came to see you.”

Shade chuckled. “Not that I’m complaining or anything, but aren’t you supposed to be working too?”

“I am. I just took a break to visit you.” She nuzzled his cheek softly.

Being in this relationship was something he had desired for some time and, although he relished having that dream come true, he wasn’t really fond of the looks they would occasionally receive from passersby when they showed their affection in public. Currently, the two mares chowing down on spaghetti were giggling and making kissy faces. He really wasn’t fond of their nosiness, plus it was pretty ironic coming from them.

“Are you sure Rainbow Dash would let you take a break?” Shade asked. “She’s pretty strict about these things. As hypocritical as it is, she really doesn’t tolerate slackers.”

“Hey!” Winter blurted in mock offense. “Are you calling me a slacker?”

“Well, you did fall asleep on the job that one time,” Shade reminded her, recalling the particular incident from a few days prior.

“Hey, that wasn’t my fault!” Winter argued. “That cloud was too comfortable. Anypony would have fallen asleep on it.”

“Yeah, sure,” he laughed.

Winter punched him lightly on the shoulder, a clear indication that he should stop teasing her.

“So, hey,” she piped up, changing the topic, “I was wondering: Do you think we could go somewhere when we get off work? I was thinking it would be nice to get a bite to eat somewhere, maybe go for a stroll through the park.”

“Yeah, that sounds great,” Shade beamed. He’d never turn down a chance to go on a date with Winter. Plus, this might be the perfect opportunity...

“Cool. So, I’ll see you in...uh...” Winter glanced at a large clock face on a nearby street pole. “About an hour? You’ll be off work by then, right?”

“Yeah, I’ll see you then.”

Winter smiled and pecked Shade on the cheek once more. She crouched down as she prepared to lift back into the air.

“Hey! Winter!” cried a livid, cyan pegasus from the air. “Who said you could take another break? These clouds ain’t gonna clear themselves, ya know.”

The changeling shot his girlfriend a triumphant smirk. “You didn’t ask for a break, did you?”

Winter cringed. He hit the nail on the head.

“Uh, I gotta go,” Winter stated hurriedly and nervously. She wasn’t looking forward to another lecture.

Taking to the air once more, Winter flew back to the rainbow-maned pegasus who proceeded to chew her out as they went back to work. Although he took a little satisfaction in teasing her, Shade worried about her. Her absent-mindedness wasn’t great for her already abysmal track record. He adored every little aspect about her and, as much as he didn’t want her to change, she was going to have to do something if she wanted to keep her job.

He shrugged his shoulders. If they were going to fire her, they would have done it by now for sure. Sure, she got sidetracked now and then, but she was still good at her job.

Speaking of jobs, he still had one he needed to perform himself. Shade entered the café and approached the pickup counter where another plate of food was waiting to be delivered to a hungry customer.

“Shade,” came the sophisticated tone of his superior, Horte Cuisine. “May I speak wis you in private, s'il vous plait?”

That didn’t sound good. Normally, whenever Horte asked to speak with one of the employees in private, they usually ended up hanging up their uniforms and walking out disheartened and jobless, some on their first day even. He must have been doing something right if he was still employed here.

Shade nervously followed his employer into the employee lounge. In stark contrast to the rest of the restaurant’s classy atmosphere, the lounge was no more than a simple dining room with a folding table in the middle where the staff could sit and eat, a refrigerator where employees who had brought their own lunch could store their food and eat it during their break, and a sink where they would clean any dishes they used. There was also a microwave. Shade never could figure out how the things worked, but it didn’t matter since this one was broken and nopony had gotten around to replacing it.

Horte motioned for Shade to take a seat at the table. His unreadable expression, as per usual, was more than a little intimidating and made the unicorn feel even more uneasy about the whole situation. Had he done something wrong? He didn’t do anything different lately than usual. The more he thought about it, the more perplexed and worried he became. What was worse was the silence that filled the room. Horte was pacing back and forth and looked to be deep in thought, so the room was dead silent until Shade decided to voice his concern.

“What’s this about, sir?” he asked the head waiter. He immediately regretted just speaking up out of the blue. Clearly Horte wanted to talk to him, so Shade should have let him start.

“Hm?” Horte looked at Shade as if he had forgotten that he had been sharing the room with somepony. “My apologies, Shade. I am merely zinking of ‘ow to say zis.”

That wasn’t making him feel any better. Most of the other employees who got fired usually got the quick and painless treatment. Well, maybe not painless, they always came out like they had just gotten a shot from a particularly nasty nurse. The fact that Horte had to think of what to say must have meant that this instance was a big deal. That had Shade worried.

Horte nodded his head, seemingly confirming something in his thoughts. “Shade, you ’ave worked ‘ere for only un mois, zat is to say, one month.”

“Right...” Shade tried to remain level headed. Maybe if he kept his cool, Horte would be willing to give him a second chance.

“In zat time you ‘ave learned much très rapide, especially for somepony ‘oo ‘as not ‘ad any prior training. Apart from some difficulties during your first few days, you ‘ave excelled in your performance ‘ere at mon établissement.”

These statements were sounding strangely like praise.

“As such, I ‘ave come to zee decision zat you ‘ave earned zee right to move up, ‘ow you say, ‘zee corporate ladder’? Iz zat right?” Horte asked himself more than anything.

Horte picked something up from the nearby countertop. Shade hadn’t picked up on it until now as it had been obscured by the plastic food containers that had been left scattered about by the other employees. Even if he had seen it, he probably wouldn’t have thought anything of it.

“‘Ere.” Horte passed the object to Shade.

The unicorn examined it, puzzled. “A bow tie?”

“A blue bowtie,” the mustachioed stallion corrected.

Shade’s brain recollected the information Horte had fed to him back on his first day of working here. New waiters were required to wear yellow bow ties and wouldn’t receive a blue tie until they got a promotion.

The pieces finally clicked together.

“Wait, does this mean...?”

Horte nodded. “Oui, you are being promoted from trainee status. You are now a full fledged waiter.”

The changeling stared at the accessory, dumbstruck. Promoted?


He turned his sight back to his employer. Horte was smiling. Horte never smiled. He always maintained a look of detachment which accented his professionalism. Most ponies didn’t think he was capable of showing emotion. But despite how alien this occurrence was, it wasn’t uncomfortable. His smile was natural and warm. Shade could sense the respect that Horte felt for him. A mutual respect. The kind of respect a proud father felt for his son. In some ways, Horte was the closest thing Shade had to a father.

“I consider eet a pleasure to work wis you, and I ‘ope you will continue to work ‘ere for much longer. You are an asset to mon restaurant.”

“Me? An asset, sir?” Shade was still in minor shock over the whole thing.

Horte simply nodded his head. The head waiter finally realized that he had been smiling rather noticeably and cleared his throat, returning to his usual, professional demeanor.

“In any case, you will receive a salary increase and a bonus.”

Horte pointed to a brown, leather sack sitting on the table. Shade hovered it over to himself and peeked inside. It was filled to the brim with gold coins. There must have been at least a hundred bits in there.

Horte cleared his throat once more. “Now zen, I zink eet is about time for you to clock out. I am sure you ‘ave plans for zis evening.” He grinned knowingly at Shade. He must have overheard his conversation with Winter.

“Y-yes, sir,” Shade said with a grateful nod. “And thank you.”

“Just remember, I expect zee utmost quality from a full fledged waiter. Do not make me regret zis decision.”

“I won’t let you down, sir.” Shade bowed to his boss and the two exchanged a respectful hoofshake before he removed his uniform and exited the establishment.

All of Shade’s worry had been completely alleviated. And as if Equestria itself were celebrating his good fortune, the sky suddenly seemed clearer.

As if on cue, the cheery voice of his expected company swooped down to speak with him. Winter landed in a hurry and looked around nervously.

“Hey, something wrong?” he asked.

“Look, Shade...” Winter started, scratching the dirt with a hoof, “...Rainbow Dash was pretty mad about me taking an unauthorized break and she’s making me work overtime to compensate. So, I’m not gonna be able to make our date until a little later. Is that okay?”

The changeling sighed. “Well, it’s your own fault really. You should take your work more seriously. Like me.” He smiled proudly.

Winter cocked an eyebrow. “What’s that supposed to mean?”

“I just got promoted,” he stated blatantly.

“What!? Really!?” She seemed happy and angry at the same time. “That’s great, Shade!” She leapt at him to give him a congratulatory hug. He could feel her jealousy in the form of her surprisingly tight grip.

“Oh, but we can talk about it later. I need to get back before-”


Winter cringed as her supervisor once again shouted down at her.

“What did I tell you about fraternizing on the job? Get back to work! Honestly, it’s like I’m talking to a foal.”

“She’s being a little harsh, isn’t she?” Shade glared at the pegasus from the ground.

“I think she just takes her position a little too seriously,” Winter giggled. “She’s pretty easy going if your doing your job well.”

“Shouldn’t that be more incentive for you to work hard?” he teased.

“Hey, I don’t tell you how to do your job!” the pegasus huffed, ruffling her feathers.

Shade laughed at her, earning him another, slightly harder punch to the shoulder. Winter stuck out her tongue at him in order stifle her own laughter so that she looked offended, attempting to make him feel guilty. It wasn’t working. Shade got a kick out of teasing her and she always tried to make him regret it, but to no avail. She knew, though, that he wasn’t being serious, it was just one of the little playful things he did with her.

Still in her pretend miffed mood, Winter took off to rejoin Rainbow Dash. As usual, Shade watched until she disappeared from sight.

He hoisted the moderately sized sack of bits in front of himself. This promotion couldn’t have come at a better time. He had already earmarked the coins, the only thing left to do now was to get the rest and head over to the business district. But first, he would need to make a stop back at the library.

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

Shade tossed the bag of coins onto the wooden table with a clatter. The library was dead silent. No Twilight, no Spike, no anypony. He wasn’t here to talk anyway, he had plans and he’d have to hurry if he wanted to get things done before his date with Winter.

The navy-maned changeling-in-disguise opened the door to the library’s basement with a grating creak. The room underneath the large tree was actually a hollowed out section of earth beneath the tree’s roots, but the design of the wall paneling would make one think that it was an extension of the great oak; it looked perfectly natural.

The room was pitch black, which was a little dangerous considering that the staircase leading down had no rails, and the drop was quite a distance, certainly high enough to inflict injury, such as a broken bone or two, if somepony happened to trip.

Luckily, Shade didn’t have to come down here too often, usually only when Twilight wanted him to retrieve one of the books that was stored down here. Most of them were her personal belongings that she had taken with her when she moved from Canterlot, stuff that the general public didn’t get access to. Advanced spell books, history texts and an assortment of scientific material. Twilight also used the basement as a laboratory of sorts, with beakers and test tubes containing all manner of chemicals and magical serums and such. It all went right over Shade’s head really. He’d had enough trouble learning to read, he most definitely was not going to overload his brain with all of these complex equations and algorithms.

Clicking on the light switch beside the door, Shade descended the precarious staircase and began searching the room, pushing aside boxes and bizarre machines that he didn’t really have the courage to inquire about for fear of the answer the lavender unicorn would provide.

“Shade? That you down there?” called the voice of said unicorn from the basement’s doorway.

The busy stallion lifted his head from the box he was currently searching through. “Oh, hey, Twilight,” he called back. “I didn’t think you were home.”

“I was just taking a shower,” she explained.

Now that he was looking at her, he could see that she was busy drying her damp mane with a large towel. Judging from how wet her coat was, he assumed that she had brought her bathing to an abrupt end, no doubt because she heard some strange noises coming from the basement.

“Are you looking for something?” she asked, noticing how many boxes Shade had overturned in his search.

The stallion returned his head to the box in front of him. “Yeah, where have you been storing the money I’ve made since I got here? I can’t seem to find it.”

Twilight lifted an eyebrow. “Your money? It’s in a lockbox under the pile of spare bed sheets.”

Shade glanced around until he took notice of the pile in question. Tossing aside sheet after sheet, he finally unveiled a brown, lacquer box whose lid was locked tight with a magic-imbued padlock. Ah, that’s right. She put it here so nopony could steal it...Although they could just take the box and break the lock when they got home. That’s not really very secure.

“Oh! That reminds me,” the mare started while descending the stairs. “I heard that Mr. and Mrs. Parsley are moving back to Baltimare and they’re putting their house up for sale.”

“Uh-huh...” Shade nodded his head, although he was actually tuning her out as he tried to recall the combination for the lock that Twilight had told him.

“Which means that there’ll be a house on the market that you can buy.”

“Uh-huh...” He turned the dial on the lock a few times. Twilight had showed him how to use it, but the information kept slipping away from him. He could see why ponies used these to protect their belongings. If even the owner couldn’t get to it, it must be perfectly safe.

“Are you even paying attention?”


Twilight snatched up the large box with her magic and held it behind her. Shade quickly tried to grab it out of the air before it got away but ended up losing his balance and falling to the floor at the mare’s hooves. With the stallion subdued, Twilight turned the dial back and forth a few times, causing the lock to open effortlessly with a distinct click. Shade tried to swipe the box back from her, but she held it out of his reach like a school filly playing keepaway. She flipped open the lid and peered in at its contents, mumbling seemingly random numbers to herself.

“Shade, you’ve saved up quite a lot of money. Another few weeks and you should have enough to buy a place of your own, or at least rent a place.” She smiled and clapped the lid shut.

Shade finally managed to pull the container from her magical grasp. “Sorry, but I’ve got other plans for these bits.”

“What?! What plans?!”

“It’s...private.” Shade shied away, hoping that Twilight wouldn’t pursue further.

“Shade, you can’t just spend that money willy-nilly. You’ve been saving up for a house since you got here. You’ll have to start from square one.”

“Look, Twilight,” Shade interrupted, staring defiantly at her. “Some things in this world are more important than me, and those things take priority.”

“What could be more important than getting your own place? You can’t just live with me forever,” Twilight argued.

“I’ll make up for it, I promise. I’ll take up more chores around the library. Heck, I’ll take Spike’s chores if you want. But I’m going to remain completely adamant on this. You’re not going to stop me.”

The mare was silent for a moment, glaring at Shade, before letting out an exasperated grunt. “Fine, whatever. It’s your money, I guess. Do what you want. But don’t go complaining when you’re spending all your free time tidying up the library.”

“Okay,” he nodded, glad that was finally over, “Now, I just need to borrow your saddlebags for a while and I’ll get going.”

The attention of the two unicorns was caught by the sound of knocking on the front door followed by the southern drawl of the orange farm pony.

“Twi? Y’all home?” Applejack called out.

“Just a sec! We’ll be right there!” the violet mare called back.

Hurrying back up the stairs to greet her friend, Twilight, followed by Shade, re-entered the lobby to find the stetson-wearing earth pony standing at the threshold.

“You know, you’re welcome to come in. It isn’t necessary for you to knock either, you’re always welcome here. I thought you’d have figured that out by now,” Twilight giggled.

“Well, actually, Ah ain’t here fer a visit. I came ta see him.” She pointed a hoof towards the white stallion.

“Oh. Well, that’s fine too. You still don’t need to knock.”

“What do you need to see me for?” Shade asked curiously. Even though he and Applejack have since reconciled their differences, they still didn’t see much of each other, more or less just exchanging greetings when they passed by one another in the mornings or when she came by the library.

“Look, Ah need to speak ta ya in private.” She glared at him with an intensity that Shade hadn’t seen for some time. Did she still mistrust him, even after all this time?

“Uh, sure. Is there some place you had in mind?”

“Jus’ follow me.”

Applejack motioned for Shade to trail behind her out of the library. He took a minute to acquire Twilight's saddlebags, dump the contents of the lockbox inside then, and wave goodbye to Twilight before following the farm pony.

This was definitely odd.

He had assumed that they were just going to talk outside so Twilight couldn’t hear them, but the earth pony was leading him to the outskirts of town. They trotted across a stone bridge arching over a creek and were headed for the treeline of the Everfree Forest. Any attempts that Shade made to get an answer from her was met with silence and ignored, but he couldn’t help but notice the stern expression on Applejack’s face. Had he done something to tick her off?

When they finally reached the edge of the forest, the blonde-maned mare stopped walking. She took a look around at their surroundings, making sure that nopony was within earshot. From this far away, somepony would have to be listening very carefully to hear them. The only way to make this private conversation more private would be to actually enter the forest itself.

Satisfied that nopony was around, Applejack roughly prodded Shade’s chest with a hoof.

“Listen,” she started, anger seething in her voice, “Ah don’t know what you think yer doin’ here, but you kin be sure as shoot that Ah don’t like it one bit.”

“W-Wha...!?” Where was this coming from all of sudden? “What are you talking about!?”

Applejack narrowed her eyes. “Ah saw what you did.”

“What I did? Can you be a little more specific?” His joking tone was not helping the situation.

“In th’ forest.” She pointed a hoof to the trees behind her. “Ah saw you.”

His eyes went wide. He finally knew what this was about.

She...She saw me?!

“W-What do you mean?” He desperately tried to bluff his way out of this. Maybe he could come up with some sort of explanation.

“Don’t play dumb wit’ me.” She jabbed him in the chest. “Ah saw ya bury that pony in there.”

Shade audibly gulped. How was he supposed to talk his way out of this?

“Now, it was hard ta tell what wit’ how dark it was and how bad o’ shape that pony was in, but Ah noticed that it looked an awful lot like ya. An’ don’t try th’ whole ‘evil twin' thing, I ain’t that gullible.”

Sweat was pouring down the stallion’s face. He didn’t even know what to say to defend himself. He was caught red-hoofed.

“Ah kin put two an’ two together, ya know, an’ Ah know what you are...changeling.”

Shade felt like his heart had stopped. The mere utterance of that word sent an indescribable chill through his whole body as if all the blood had been drained away. And to hear it coming from the mouth of another pony only amplified his fears.

Applejack glared icily at him, waiting for him to devise some sort of retort, but all he could manage were incoherent stammerings. He could very well have died at that moment.

The earth pony’s expression suddenly shifted to a mischievous grin and she stepped back from him, chuckling, serving to bewilder Shade even further.

“Heh heh, had you going there for a minute, didn’t I?” she laughed, her accent completely vanishing.


What was this? Some kind of cruel prank?

“Oh, man, you should see the look on your face. What’s the matter, Shade, don’t you recognize your old pal?” the orange pony asked, her tone sounding of both amusement and mock hurt.

Applejack’s body suddenly began to glow an eerie green before vivid, emerald flames swept over her entire body, revealing the true identity of the creature before him: another changeling, one with a spiky, red mane and matching red eyes.

“G-Guise!?” Shade’s thoughts finally began to coalesce once more as he recognized the familiar face. He glanced around in a state of panic. “What are you doing here?!” he whispered as quietly as possible.

“Hey, now, is that any way to greet an old friend? It’s been a month since I’ve seen you, I thought you’d be happy.” Guise’s tendency to act insulted certainly hasn’t changed. “Oh, by the way, you need to work on that whole ‘sweating bullets’ thing you got going on. Seriously, this is how you act when somepony accuses you? You’re a changeling, you should be better at deceiving.”

Shade ignored his "advice" and jumped straight to the questions that were on his mind. “How did you find me?”

“Oh, that? Geez, that was easy,” he chuckled. “But I guess I should start at the beginning. First thing’s first, I owe you an apology.”

“‘Apology'? For what?”

“When you left, I wagered that you wouldn’t even make it a week. But, egg on my face, you made it a whole month. Congrats, buddy.”

His tone was incredibly patronizing, but then again, this was Guise. Backhoofed compliments and sarcasm were basically the extent of his conversational aptitude.

“So, I decided I’d go looking for you and give you my congratulations and my apology in person.”

Shade didn’t believe that for a minute and his silence relayed his thoughts.

“Alright, ya got me. I really came out to see whether or not you were dead. It’s the only way I figured you could have made it this long, heh heh.”

“You still haven’t answered my question, Guise.” Shade’s tone made it quite clear that he didn’t want him here.

“Take it easy, I was getting to that. Anyway, in order to find you, I needed to do some thinking. Where could you go? The only place populated by ponies that you knew how to get to was Canterlot, but I knew even you wouldn’t be dumb enough to go to someplace so close to the princesses. So, after doing some scouting, I found this cozy little place. Quiet, easygoing, an all around nice place to settle down. And sure enough, here you are.” He finished with a flourish of his hoof. “Bit of advice, though: Next time, if you don’t want to be tracked down so easily, don’t use your real name. It took no time at all to find you here.”

“Wait, how long have you been here?”

“Hmm...About a whole day now I’d say. Been doing a little spying on ya, hope you don’t mind,” he laughed. “You seem to be fitting in pretty well around here, all things considered. And your strategy intrigues me. You’re not just focused on the usual love-siphoning, you’re going the whole nine yards. You got a job and everything. You practically are a pony at this point.”

Shade couldn’t help but detect a note of venom in his voice at the end.

“And, wow, not only did you choose the town that the Elements of Harmony live in, but you’re actually living with one of them. And the most powerful one too. I have to admire your guts, Shade, and your cunning. What’s the best place to hide from your enemies? Right under their noses, pulling the wool over their eyes like a wolf in sheep’s clothing. Ha! I honestly didn’t think you had the chops to pull something like this off.”

Shade sighed and looked behind him. The townsfolk were going about their usual business, completely unaware of what was happening just outside their town.

“Listen, Guise, you shouldn’t be here. If anypony sees a changeling around, they’re gonna get suspicious.”

“Ah, right, and you don’t want me to blow your cover. I getcha.” Guise winked. "But before I go, may I just compliment you on your work?”

Shade cocked an eyebrow. “What do you mean?”

“Like I said earlier, I saw you in the forest. Killing a pony? I really underestimated you. That’s the perfect crime. No evidence left behind, right?”

The disguised changeling stepped forward. “Let me clarify something here: I did not kill that pony. Something attacked him and I tried to help, but he died before I could do anything. I only buried him so nopony could find him and figure out that I’m a fake.”

“Riiiiiight, sure. Heh, whatever helps you sleep at night.”

Shade couldn’t tell if he actually didn’t believe him or if he did and was just messing with him.

“By the way,” the red-eyed changeling added, “That’s a cute little love bug you’ve snagged yourself. What was her name? Winter something?”

Shade grit his teeth. “Don’t call her that.”

Love bug. It was term that Guise came up with to describe a changeling’s victim, a pony who was targeted so that they could feed off of the love they felt for the pony the changeling was impersonating. Technically, the term would be more suited to describing the changelings themselves.

“Whoa, chill out. You’d think you actually had feelings for her or something.”

Guise looked into Shade’s eyes. The blue-maned stallion’s glare was unwavering. Guise’s smug grin fell.

“You’re kidding me,” he uttered in disbelief.

“I told you when I left that I was going to be peaceful about this. I didn’t come here to siphon love from somepony, I came here to live. As a pony. Well, at some point that’s what the plan became.”

“I don’t believe this.” Guise’s tone shifted to disappointment and mild anger. “Have you completely forgotten what you are, you idiot. You’re a changeling! You can’t coexist with them! You’re nothing but a parasite to them. A vampire! If you were here for the power, then at least if they found out you’d have something to run away with. You intend to live out the rest of your life in this place then?”

Shade nodded confidently. He wasn’t going to let Guise’s words sway him.

“And what happens when they find out?”

Shade was about to answer but was cut off as Guise continued.

“And it’s not a matter of ‘if,’ it’s a matter of ‘when.’ They’re gonna find out someday. You can’t keep up this farce forever. At some point you’re gonna slip up or they’re gonna put the pieces together. Then what? All you can do then is come crying back home to us and beg us to take you back.”

“I’m never going back!” Shade barked. “I’m not like the rest of you anymore! I’m not a changeling anymore! I. Am. A. Pony!”

Guise paused. He took a long, hard look at his old friend. He suddenly burst out into a malicious cackle.

“Ha ha ha ha ha! You really are an idiot, aren’t you? Do you really think you can fool them?” Guise sighed, wiping a tear from his eye. The idea of Shade actually believing he could be a pony was just about the funniest thing he’d ever heard. “Fine, you know what? I’ll get out of your hair.” The discouraging changeling buzzed his insect-like wings, lifting himself into the air. “But I guarantee you that this charade won’t last forever. Soon enough this whole wall of trust you’ve built for yourself is gonna collapse in on itself and you’ll be left a mangled wreck beneath it. But I’ll tell you what: When you do come back, I might just keep this whole thing to myself. You know, save you from the ridicule you’d get from the other changelings. How’s that sound?”

Shade didn’t answer. Right now, he didn’t want to see Guise’s face anymore, or ever again for that matter.

Seeing that he wasn’t going to get a response, Guise scoffed and turned his back to Shade and the small town and flew back over the Everfree Forest. The remaining changeling glared at the gradually shrinking, black figure as it left until it disappeared completely.

He sighed to himself. Guise’s words hadn’t gotten to him, but seeing him couldn’t be considered a good thing. Guise knew where he was now. If he had the mind to, he could ruin everything that Shade had going for himself.

He shook his head. This was no time to worry about that. He had other matters to attend to right now, and getting them done was more important now than ever.

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

With each step Shade took, his saddlebags rang out with the sound of dozens of jingling, gold coins. They were totally stuffed with bits and their additional weight was more than noticeable. He found himself having to correct his balance and keep from falling over.

You would think they’d have devised something for carrying a lot of bits at once. I don’t know, different kinds of bits representing different values or something?

The noise produced from his bags caught the attention of just about everypony he passed, looking at him like he had two heads. They were probably suspicious of him. Nopony just walks around with that much money, they probably thought he stole it or something. But even if somepony called him out on it, he wasn’t worried; Twilight would vouch for him.

His hooves haven’t been in this much pain in a long time. They throbbed from the added weight of the coins and his muscles begged him to lose the bags and lie down somewhere. But the pain was going to be worth it. A little soreness was not going to deter him from his mission.

Traveling down the central street of Ponyville’s business district, Shade kept an eye out for his destination. This wasn’t an area of town he often visited, so he was still fairly unfamiliar with it. He took notice of several other shops along the way, including Quills & Sofas, a store where they specialized in selling...well, quills and sofas. He had even heard that Pinkie Pie ran a part-time business around here, although it may have been more of a hobby. Apparently, she occasionally played the role of a fortune teller and, oddly enough, most of her fortunes ended up being true, although they were really nondescript things like "something’s gonna fall" or something along those lines. But now that he thought about it, it sounded vaguely familiar to something she had said at some point, but for some reason it was like his brain had shut off at that point in time and he couldn’t recall what she said. It all seemed like a blur. Weird...

Finally, the shop he had been searching for came into view. He stood outside the establishment to take a deep breath, knowing that what happened from here was left up to fate. He looked at the hanging sign over the door which displayed the image of a diamond ring. He exhaled deeply and stepped through the door.

The jingling of the entrance bell alerted the store’s owner to his presence. Standing behind the glass counter that doubled as a display case for his works, was a blue-grey earth pony with hazel colored eyes and was sporting a sleek and distinguished silver mane. He wore a light brown sweater vest and on his forehead he donned a transparent green visor. Upon his nose was a strange optical device that he used to examine jewels with scrutiny and precision.

“Ah, Shade, I was wondering when you’d show up,” the jeweler greeted his customer.

“Good afternoon, Mr. Karat.” Shade relieved himself of his heavy burden and placed the hefty bag of bits on the floor, allowing him to finally stretch his aching legs. “Awww, that’s so much better,” he sighed.

“You carried that all the way here?” Karat asked. “If it’s so heavy, why didn’t you just use your magic to lift them?”

Shade blinked. He mentally slapped himself in the forehead for not having thought of that sooner. Hindsight is always twenty/twenty.

“Well, in any case, you arrived right on time. I finished your order just a few hours ago.” Karat turned around and passed behind a curtain, disappearing from sight for a few moments.

“H-How did it turn out?” Shade was a little anxious. If he was going to shell out this much dough on something, it had to be perfect.

“It turned out beautifully, if you would allow me to toot my own horn a little,” the older stallion answered from the next room. He soon returned, carrying something in his mouth and placing it on the counter. “But I must say, it was certainly an odd request. I’ve never cut something quite like this before.”

Shade stared at the small container sitting on the glass countertop. It was a flat case about five inches across and half an inch thick lined with black velvet. Its top was adorned with a large capital ‘K’ stitched in a sophisticated font with many smooth curves. On the front was a small, golden clasp that held the case shut.

But it wasn’t the case that had Shade gulping with anticipation. It was the contents.

He carefully unclipped the clasp with his magic. He moved slowly and deliberately as if one false move would destroy the whole thing. The lid finally flipped open and Shade gazed in awe at the object within.

He was speechless. It was absolutely flawless and exactly how he had envisioned. There was only one thing in the world more beautiful...

“It’s perfect,” Shade complemented, still awestruck and impressed with Karat’s level of skill.

Karat wiped his brow with a handkerchief. “That’s good to hear. It was such a strange design that I was worried that the finished product wouldn’t turn out like you wanted. Do me a favor, would you? Don’t request something like that again. It’s too nerve-wracking.”

“Sure,” Shade chuckled. “Next time it’ll be something simpler.”

As his final display of gratitude to the jeweler, Shade hoisted his saddlebags onto the counter, placing them carefully so that their weight didn’t break the well-polished countertop.

“Will this be enough?” he asked, flipping the bags open, allowing the multitude of gold coins to glitter in the generous lighting of the jewelry store.

Karat silently began counting the bits laid out before him. He was so used to counting large amounts of money that it took no time for him to tally up the total.

“Yep, looks like you’ve got enough here. With a little change left over too.” He looked at Shade with curiosity. “This is an awful lot of money for somepony that’s only lived here for a month. How’d you get all this?”

“Honest and hard work, sir. I took as many hours at the restaurant as I could and even helped out some of the ponies around town. But it was all worth it to see the fruits of my labor.”

Shade stood tall and proud. Just saying that made him feel like a better pony. A better creature in general. Changelings worked for selfish gain, but he was using his gains for somepony else entirely.

“Fruits of our labors, you mean,” Karat corrected jokingly. “This project wasn’t easy, you know.”

“Right, sorry. Thank you so much, Mr. Karat. You have no idea how much I appreciate your help.” Shade bowed to the jeweler before placing the velvet case and the leftover bits into his saddlebag and securing it to his back once again. He was relieved to feel the immense reduction in weight on his spine.

“Don’t mention it. The smile of satisfaction on a customers face is all I need. Although, this is pretty nice too,” he laughed, gesturing to the large mound of bits on the counter. “Just be sure to let me know what she thinks of it, okay? Technically, she’s the customer in this case. If she’s not satisfied, I’m not satisfied.”

“I’ll let you know, sir.”

The two exchanged nods as Shade exited the building and returned to the open air of the business district.

So far so good. Despite his unpleasant encounter with Guise, Shade was feeling good. The air was fresh and crisp, the sky was clear, the wind was light and cool. It was as if Mother Nature herself was going to great lengths to make sure everything went perfectly today.

Now, he just needed to play his part.

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

Shade sat quietly on a wooden park bench watching all the other ponies pass him by. Every now and then he would cast a sidelong glance at the saddlebags sitting next to him, occasionally even opening them to see if their contents were still present. He was hopelessly worried that somehow, by some stroke of random misfortune, it would just spontaneously vanish into thin air. His heart was pounding out of his chest. This had to go absolutely perfectly.

Shade looked around, his eyes stopping on a nearby elm tree that overshadowed the bench he was sitting on. He chose this spot for a particular reason. He and Winter had spent some time on this very bench during their first date. It held a sentimental significance to him. Although, Winter had once again neglected to specify a meeting place for their current date, so another reason to choose this spot was to be noticeable if she flew overhead looking for him. He regretted not returning to the library and giving Twilight the information should Winter look for him there.

The changeling looked at a nearby post adorned with a clock face. He’d been waiting here for nearly a half an hour. Surely Winter should be finished with her overtime work by now. Maybe she was already out searching for him.

Time began to slowly pass and the number of visitors to the park was starting to dwindle. The glowing orb of the daytime sky was gradually making its way toward the opposite horizon from the one from which it had emerged, and the sky was beginning to reflect the passing of time with its vibrant shade of orange.

She didn’t forget, did she? She has a tendency to do that, it wouldn’t be the first time. But today of all days?

Shade sighed and took one last, hopeful look around, maybe by some chance he would spot her. No such luck. There wasn’t a pony in sight anymore. The purple veil rising from the horizon had signified that they should be heading home and was coaxing him to do the same.

Just a little longer. She has to come.

He could have waited there all night if he knew for a fact that she would show up at some point. But he didn’t know for certain. Maybe she had forgotten, maybe she was looking for him, or maybe Rainbow Dash was being spiteful and forcing her to work the graveyard shift, if the weather team even had such a thing.

Who am I kidding? Fate is playing some kind of mean prank on me or something. This whole thing probably wouldn’t have worked anyway. I should just go home...

With a gloomy expression, Shade forced himself to his hooves, placing the saddlebags on his back. Even if this didn’t go as planned, he still had the gift he purchased from Karat. There were always other days.

He started his dreary walk back to the library, head hung low. He hasn’t felt so disheartened in a long time. He almost felt...betrayed. The irony of the thought was like hot metal on his chest. He’s the last pony who should be feeling betrayed.

Shade’s ears perked up as they caught the sound of furiously beating wings. As if from nowhere, an unseeable figure tackled him from behind almost hard enough to knock him off his hooves. Surprised, Shade turned to find a white pegasus clinging tightly to his abdomen.

“Cripes! I’m sorry, I’m sorry, I’m sooooorry!” the mare bawled into the back of his neck. “As soon as Rainbow Dash let me go, I went straight home like I usually do. I totally forgot about our date! I’m soooooo sorry!”

Shade couldn’t help but smile, both due to the fact that he found her tendency to exaggerate apologies irresistibly cute, and that she had shown up after all, despite his worries. He remained silent for a minute, letting Winter sob apologetically into his mane. He didn’t like to hear her cry--actually, he’d never heard her cry at all--but the tears she was shedding were not out of pain, but with guilt. It was harmless. Once he acknowledged her, she would be fine.

“Take it easy, Winter. I plan on showering when I get back to the library, you don’t have to do it for me.”

The pegasus lifted her head and gazed into the warm smile her boyfriend was passing her. She wiped a hoof across her eyes to clean up the moisture before returning his smile.

“Y-You’re not mad then?” she asked worriedly.

“Of course not,” he chuckled. “I know you, Winter. You would never stand me up on purpose.” He took notice of how she was still clinging to his back, her hooves wrapped around his neck. His legs were begging him not to put them through anymore trauma tonight. “Speaking of standing up. You mind?”

Winter blushed sheepishly and clumsily slid off of the stallion’s back, landing on her own four hooves.

“Sorry,” she giggled. Winter gazed at the setting sun and orange sky above her. “I guess it’s a little late for a date now, huh?” the pegasus sighed, her ears flattening against her head. “Stuff like this wouldn’t happen if I weren’t so scatterbrained.”

Shade placed a hoof on her chin and lifted her head until her amber eyes were level with his emerald ones. “Look, the date’s not important right now.”

Winter cast him a confused and somewhat hurt look. “What do you mean? I thought you were looking forward to it.”

“I was, and I’m a little sad that we won’t get to do anything together tonight.” Shade looked over his shoulder to his saddlebags. “But there’s something more important that I wanted to do today and I think there’s still time to do it.”

He removed his saddlebags once more, returning them to their spot on the bench.

“First things first, I have something I need to get off my chest.”

Shade took a deep breath. The moment he’d been waiting for was upon him. He must have gone over this scenario at least a thousand times in his head over just the last few days. It had to be perfect.

“Winter,” he started, nervousness evident in just that one word, “before I arrived in Ponyville, I was a nobody, a random creature that just existed and nothing more, living only for the sake of my continued existence. I was surrounded by other nondescript creatures who I didn’t know on a personal level and didn’t care for in the slightest. I came to Ponyville in hopes of finding validation, maybe a higher calling. Acceptance. I was tired of being nopony and I was tired of doing things their way. I wanted to go my own way. And that’s what lead me here. Here, I found ponies who cared and were happy. They acknowledged my existence and even helped me find my place. Maybe I don’t lead a terribly exciting life here, but that’s just what I’ve been looking for.”

Winter remained completely silent, hanging on his every word. The passion in Shade’s eyes was mesmerizing.

“I had a home, a job, friends. I thought my new life couldn’t get any better.”

The pegasus gulped, anticipating what he was going to say next.

“Then, I met you.” Shade gently placed a hoof on her cheek. Her eyes never tore away from his. “And suddenly, I felt things I had never felt before, emotions that were alien to me. Seeing your face, hearing your voice. It brought me joy like I’ve never experienced before. I couldn’t get you out of my head. And that became my mission. I wanted you--no, needed you. I didn’t know why and, honestly, I still don’t, but that fact hasn’t changed since the day I first laid eyes on you.”

Shade took another deep breath before continuing.

“I’ve never had the pleasure of seeing snow in my life. But even if I never see it as long as I live, I don’t care. I’ve already witnessed the most beautiful ‘Winter’ Equestria has ever seen.”

He waited for her to laugh at him, mocking his horrible pun. But all he received was the same captivated look she had been giving him since he started talking. He took that as his cue to make his next move.

Shade opened the latch on his saddlebags and removed the black, velvet case from within. Winter finally managed to turn her gaze away from him to see what it was. She was suddenly overcome with extreme nervousness, her wings twitching involuntarily.

“I got this for you,” he said simply. “It’s supposed to be a symbol of my feelings for you.”

He unfastened the golden clasp and opened the case, allowing Winter to gaze in awe at its contents.

Inside was a shining, translucent necklace, expertly cut by Karat into the shape of a snowflake--or rather, two snowflakes. The design was completely asymmetrical. Both halves showed common designs for snowflakes, but to have both sides forming a single flake was bizarre.

Winter stared dumbstruck and confused at the piece of jewelry. It was so strange, yet so beautiful at the same time.

Shade lifted the necklace from its case and dangled it in front of Winter.

She finally managed to find her voice again. “W-What is this?”

“Like I said, it’s a symbol of my affection. Do you like it?” Shade waited anxiously for her answer.

“Is-Is this crystal?” she asked, admiring how the setting sun glinted off of its finely cut edges.

“Diamond, actually.”

Winter shot her eyes up to his, widening them as far as her eyelids would allow. “D-Diamond!?”

“Yeah, I told Rarity what I planned to do and she graciously offered me one of the ones she found. Karat did the rest.”

“Karat...cut this?”

Shade smiled. “Uh-huh. I remembered what you told me about him and how much you admired his work but could never afford it, so I had him make this for you.”

Winter gulped. She was tentative about her next question, but if she didn’t ask, it would nag at her until she found out. “How...How much did this cost?”

“Almost every bit I had.”

Winter was flabbergasted. Almost every single bit he had earned since arriving here, spent on this one little bauble. “B-But you were supposed to be saving that money for a house, weren’t you? Now it’s gonna take twice as long to get all that money back!”

Shade held a hoof to her lips. “It doesn’t matter. Some things are more important to me than money.”

He moved the necklace over Winter’s head, sliding its silver chain around her neck. The diamond snowflake seemed to shine even more radiantly against her alabaster coat. Winter looked down at it as it hung from her neck, lifting it with her hoof.

“The most important thing to me, is you, Winter. I would do anything to see you smile, to hear your voice and to make you happy...”

Winter, once more, looked into his deep, jade eyes, her cheeks burning red.

“I...” Shade paused as the three little words finally made their desperate escape from his mouth.

“I love you.”

He received no verbal answer. What he got instead was the mare he had just confessed his feelings for throwing herself at him and pulling him into a deep, passionate kiss. He took that as a reciprocation of his feelings.

When their lips finally parted, Winter stared at him with half-lidded eyes. “I...I love you too,” she whispered and pulled him back in to continue their kiss.

There had been a moment when Shade felt worried that Winter would reject his confession and shatter the heart he had slowly been incubating since he left the Changeling Kingdom. But those fears were unfounded, fortunately.

Their kiss broke off once more, but their foreheads remained pressed against each other. There was a heat in the air. A strange, unfamiliar heat. Shade felt a tingle in his horn which soon spread through his entire body. He felt invigorated, like he had just been given an intense burst of energy.

They had been standing alone in the park for longer than they had anticipated. Celestia’s cosmic jewel had since packed in for the night and Luna’s celestial pearl now hung brightly in the sky. But neither of them wanted to move.

Winter broke the silence once more. “So...what do we do now?” she whispered.

He hadn’t thought of that. What does one do to follow up a confession of love that won’t make the situation awkward? Do they just go home and go about their lives like normal? That didn’t seem right. This was a very important moment for both of them, they had to do something.

Winter took Shade’s silence as a hint that he had no answer for her question. But a thought occurred to her. “Shade, I don’t think what you did is fair to Twilight.”

“Twilight?” Shade echoed, raising an eyebrow. “What does she have to do with this?”

“Well, for one, you’re living with her until you can get your own place and you just haphazardly spent all your money.”

“It wasn’t haphazard. I knew what I was doing,” he defended.

“But now you have to save up even more bits which means you’ll have to board with her even longer. That’s not fair to her.”

That had never occurred to him. Twilight brought it up, but he was so focused on Winter that he completely ignored her. She probably wasn’t going to be too happy with him for a while.

“I guess not. I didn’t even think of that,” Shade sighed.

Winter stared at Shade thoughtfully. A question waited at her lips, but she was hesitant to ask. “Well...um...”

He looked into the pegasus’s eyes, but she didn’t look back. She was gazing upward as she mulled over the query on her tongue.

“You could...” She paused and gulped, a deep red appearing on her face. “...move in with me.”

“What?” Shade passed her a puzzled look.

“Well, yeah. Why not?” Winter smiled, her confidence gradually growing. “I mean, we’ve been going out for a while now and we just...confessed to each other...” Her blush deepened. “So, it seems like the next logical step, right?”

Shade stared straight into her eyes. She was serious. She actually wanted him to move in with her. Really this was a no-brainer. If it meant being close to her more often...

“That’s...a great idea. I’d love to, Winter,” Shade beamed.

Winter relaxed her muscles. She was worried that she had been too forward or was moving too quickly, but it paid off in the end.

“Then, why don’t we head back now?” she suggested, turning away from him slightly, but still looking at him through the corner of her eye. “There’s no reason for this night to end so early.” Her voice was quiet and sultry and her eyes half-lidded and glinting.

Shade responded by pulling her in for yet another kiss. He was never going to get tired of doing that.

“Let’s go then,” he said, his tone of voice matching her own.

As the two made their way along the park’s cobblestone path, Winter admired the necklace that had been gifted to her. The design was bizarre yet artful, but it posed a question.

“Shade, why is the necklace shaped like this?”

The stallion smiled. He was hoping she would ask him about that. “There’s two reasons for that actually. The first is how you once said your dream was to make the most unique snowflakes the world has ever seen, but since you don’t work at the snowflake production facility in Cloudsdale anymore, you can’t really do that. So, I thought the next best thing would be to possess the most unique snowflake in the world. And what’s more unique than a diamond snowflake with two completely different halves?”

Winter smiled warmly. “You remembered that?”

“Of course. I treasure every moment I spend with you.” He nuzzled his face against hers.

“As for the second reason,” he continued, “It was meant to be a representation of how two things that have no right being together can live in perfect harmony.”

Winter tilted her head, perplexed. “‘No right’? You don’t think we have a right to be together?”

Shade hastily struggled to reword his explanation. “N-No no, that’s not exactly what I meant. What I mean is...I don’t deserve you. Yet here you are, by my side.”

Winter giggled and sidled up against him. “Don’t think for a second that you don’t deserve me, buster. You and me? I think we do belong together.”

She closed her eyes wistfully and silence returned to the air. Shade stared up at the clear, night sky. His first explanation of the second reason was actually the correct one, but he couldn’t tell her that. Perhaps that would’ve been better off as a hidden meaning that only he could perceive.

But as he looked down at the mare cuddling into his neck, he couldn’t help but think that she was right.

They did belong together.

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

A bitter wind blew through the auburn forests of the Changeling Kingdom, chilling its insectoid inhabitants to their cores. Things hadn’t changed much there in the past month and the changelings still struggled for food and shelter. Many of them were growing impatient with their leader who had promised them redemption but had yet to reveal any sort of attack plan. Surely another uprising was inevitable.

But Chrysalis’s problems were of little concern to one changeling.

Deep within one of the kingdom’s many lifeless forests, a purple-maned, female changeling lay quietly on her bed of dried, cracked leaves within her makeshift home. A half eaten apple lay beside her, already beginning to rot. To let perfectly good food go to waste was not common for changelings, but, despite their hardships and perpetual hunger, she didn’t have any appetite. She hadn’t eaten much at all lately, even less than usual, and her malnutrition was beginning to show. Her jet black hide was starting to pale and her cheeks were sunken in. But she was simply too depressed to eat. She was just waiting for death to do its will. It’s all she had left to do these days.

Chamella had no thoughts of herself or the changelings or Chrysalis. Only for the friend that she had lost one month ago. She played the moment Shade had left over and over in her mind as if she could somehow alter the events of that day through mere thought. Maybe she could have convinced him to stay. Maybe she should have gone with him. If she weren’t so insecure and passive, she might have been able to make a decision that would have allowed her to keep her closest friend nearby. She should have at least told him before he left...

There was a very strong possibility that she would never see him again. Guise seemed certain that he would probably die out there all by himself, but she held onto the hope that he still yet lived. But would he ever come back? Would he even want to come back? Had he truly found happiness and peace with the ponies they were taught to loathe? No, that was impossible. Guise said it best: They were monsters. Monsters couldn’t live peacefully with other races.

She had to face facts. Shade was gone. All she had left now were her memories.

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

“Don’t touch me,” peeped a small changeling, hiding behind her long, purple mane.

She had been backed into a tree by two other young, male changelings who were chiding her.

“Stop being such a wimp,” one said. “We’re only trying to toughen you up.”

“Yeah,” added the other. “A weak changeling like you is no use to Queen Chrysalis.”

“I-I can be useful,” the young Chamella attempted to assert, but her quiet tone did nothing to convince the two bullies.

“Sure you can,” said the first, patronizingly. “I’m sure Queen Chrysalis could find a good use for you, right?” He smirked to his accomplice.

“Yeah, as food for the larvae! Ha ha ha!”

Chamella cowered against the tree trunk. She was visibly shaking. The prospect of being torn to shreds by ravenous newborn changelings terrified her.

“Seriously, what good is a meek changeling like you other than being dinner?”

“Yeah, Queen Chrysalis needs strong warriors to help her beat the ponies and kick out Princess Celtsia.”

'Celestia,' you dimwit.”

“Yeah, that’s what I meant.”

Chamella attempted to stand firm and stare down her abusers, but her knees were still shaking. “I...I’m going to be strong someday.” Her voice still didn’t come off as terribly confident.

“Someday ain’t good enough,” the first bully growled. “You’re either born tough or you ain’t. And if you ain’t? You get eaten.”

“Yeah!” the second cheered. “Actually, I’m pretty hungry right now. Who says she has to be the larvae’s dinner?”

Fear instantly filled Chamella’s eyes as the two began to inch toward her, licking their lips and their developing fangs. She collapsed to the ground and threw her hooves over her eyes, whimpering pitifully.


The two bullies stopped in their tracks and turned to see another male changeling, with a scruffy, deep blue mane, staring them down from nearby.

“Leave her alone, you jerks!”

The pair exchanged glances for a moment before turning back to the interloper with confident grins.

“Or what?” said the first. “There are two of us and one of you. You can’t beat us in a fight.”

“No, probably not,” he admitted, his glare unfaltering. “But I can tell Queen Chrysalis what you’re doing.”

“What do we care?” the second one shrugged. “Every changeling knows that the weak are consumed.”

“Then I guess you have no problem being consumed too.”

The bullies looked at each other, surprised.

“W-What are you talking about?” the first said nervously. “We’re not weak, she is!”

“Really?” the blue-maned changeling said, cocking an eyebrow. “So two male changelings picking on one weak, female changeling makes you strong, does it?”

“Uhhh...” The first bully looked up as he tried to comprehend the question.

The defending male wasn’t going to wait around for Celestia knows how long for the other changeling to organize his thoughts and provide an answer. “Do you think Queen Chrysalis would think you’re strong doing something like that? You two are just cowards for ganging up on a helpless changeling. She would probably feed you to the larvae for treating your own kind that way.”

The second bully looked worriedly at his cohort. “S-She wouldn’t do that, would she?”

“Uhhh...” The first was still trying to form a response. “If...If she thought we were weak, then she might.”

“M-Maybe we should go,” the second said shakily. “I don’t wanna make Queen Chrysalis mad and I definitely don’t want to be larva dinner!”

Without another word, the duo spread their thin wings and buzzed into the air, fleeing the area. Chamella finally stood, her hooves still shaking slightly.

“Thanks, Shade,” she sniffed. “I...I’m sorry. They’re right. I am weak.”

“But that doesn’t mean you can’t get stronger. You just have to be a little more aggressive. If some jerk pushes you, push back. That’s what we’re gonna do to those ponies someday, right?”

Chamella wiped away the tears that had formed in her pink eyes. “Yeah. Thanks, Shade.”

She wrapped her hooves around his neck and hugged him, grateful for his reassuring words.

“Geez, knock it off, Chamella. That’s embarrassing,” Shade groaned, blushing.

She planted her hooves on the ground once more and giggled sheepishly. “Oops, sorry.”

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

Thinking back on how many times Shade had stuck up for her when they were still little made her eyes start welling up again. She had cried silently almost everyday since he left. The only way she managed to get any rest was to cry herself to sleep.

She needed Shade. She had always needed him. She was too helpless to defend herself when some other changeling would yell at her for one reason or another, calling her weak and useless. Shade always protected her. Other than Chrysalis, he was the only one that she could depend on. Friends were a rare thing for changelings to have. And now he was gone.

Guise was still her friend, but he didn’t go to the lengths that Shade had to protect her. Guise usually just told her to suck it up. And even he was gone now, leaving the day before to find what he predicted to be Shade’s dead body. Would he meet the same fate? Would she truly be left all alone with no one to protect her?

“Guess who’s baaaack.”

The familiar, self-absorbed tone of her one remaining friend was enough to get her to move more than she even had the energy to.

Guise stood cockily in the entrance to her hut wearing a smug grin as he levitated Chamella’s half eaten apple to his mouth and took a big, toothy bite of it.

“Guise, you’re back!” she attempted to shout, but found her hoarse throat stymied her efforts.

“Yep, I’m not about to up and leave ya like he did. I’m a true friend.”

Chamella shot the spiky-maned male a harsh glare. She didn’t like him talking about Shade that way. Even if he did leave, she still considered Shade her closest friend. Guise would never take his place.

She let her anger subside for the moment to ask the burning question that was on her mind.

“D-Did you find him? Is he okay?”

Guise chuckled darkly. “Boy, do I have news for you.”

Chapter 8: Changeling

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 8: Changeling


It wasn’t the first time Shade had ever woken up smiling, but it was the first time he had woken up to find somepony else smiling next to him.

Diluted rays of light from the early morning sun were filtered through the curtains of Winter Maple’s bedroom window. The soft lighting bathed Winter’s sleeping form as she snuggled contentedly into Shade’s neck.

Can life get any better than this?

The clock on the bedside table displayed the time as being six o’ clock. Shade didn’t have to be at work for a few more hours and that was fine by him. He was glad he had woken up so early, now he could appreciate the moment even longer as the mare lying with him held him closer in her slumber.

The wise thing to have done would have been to be frugal with his money and spend it on something practical, like a house, like he was supposed to. But in the end everything worked out. If he didn’t buy Winter that necklace--which she hadn’t removed since he put it on her--then she wouldn’t have offered to let him move in with her. So now, he had gotten a chance to implant a romantic moment in their relationship and he had a place to stay. Sometimes gambles pay off and he couldn’t be happier with the results.

The pegasus stirred in her sleep, mumbling incoherently. Her white hoof reached over Shade’s chest and enveloped him in an unconscious embrace, her head now resting on top of his abdomen, giving him a mouthful of fiery, red hair. The silky strands tickled his nostrils. He would have carefully pushed her back into her previous position, but he didn’t have the heart to risk disturbing her; she looked so cute when she was asleep. His only option would be to simply brush the wayward strands aside...except Winter had both of his forelegs pinned down.

The tickle soon became intolerable and it wasn’t long before he had to sneeze. He stifled it as best he could, keeping his mouth closed to reduce the noise. Unfortunately, it wasn’t enough.

Winter’s eyes slowly opened from their state of deep rest. The first thing she noticed was the fact that, in place of a pillow under her head, she was lying on a mat of white fur. The events of the previous night came flooding back in an instant. She rolled over on her new bunk mate’s chest to face him, wearing a rather sultry smile. Shade couldn’t help but return it.

“Good morning,” Winter said sleepily.

“Good morning yourself,” he replied, taking advantage of Winter’s altered position to place a hoof around her neck.

Winter lazily pulled herself over him until her muzzle was directly next to his, allowing her to plant a long kiss on his lips.

“How did you sleep?” she asked, her voice a little raspy due to the early hour.

“Like a baby.” Shade ran a hoof through her disheveled mane.

How many changelings ever got to experience something like this? Sure, they could if they were doing what changelings do best--namely, destroying relationships in order to grow stronger off of a pony’s love--but how many did it with genuine emotion as he did?

He played the words over and over in his mind. “I’m in love.” Has any changeling ever said that with sincerity? The fact that he felt this way about a pony still baffled him though, but he chalked it up to his unorthodox mindset. Either way, it made no difference to him. Maybe if changelings wanted to find love for reasons other than power, then it was possible. It’s not like any of them have bothered to test it.

Neither of them wanted to rise from their bed. They were perfectly happy where they were, staring into each other’s eyes, wearing grins that hadn’t disappeared at all since the night before.

But, as usual, fate was a cruel mistress.

Both ponies received a start as the alarm clock on the bedside table began to ring obnoxiously. Winter always set her alarm to wake herself up for work every morning in case she slept in, which happened more often than she cared to admit. What was even more startling was the fact that it was now actually eight o’ clock. The pair hadn’t even realized that they had been gazing at each other longingly for almost two hours in near-total silence.

Winter hastily slammed a hoof down on the clock to shut it up. She sighed in disappointment and dropped her head onto Shade’s chest, burying her muzzle in his coat.

“Sorry, Shade,” she said regretfully. “I have to get ready for work.”

“Yeah, me too.” Shade stared remorsefully at the window, eyeing the sky through a thin gap in the curtains. The sun had indeed risen slightly from its former position. Why did time have to seemingly get sucked away when one was enjoying themselves?

“Do you want some breakfast?” Winter asked, lifting herself to a sitting position before sliding out of bed.

Shade nodded his head in response. Winter smiled happily and trotted from the room, heading downstairs.

Soon, Shade too rose from the bed and made his way to the door. He may as well give her a helping hoof. He lived here now too after all.

Although he wouldn’t admit it, Winter wasn’t quite as good at cooking as Spike. It was either that or she couldn’t be bothered to make anything more than a few slices of toast since they didn’t exactly have all the time in the world. Nevertheless, Shade was grateful to share his first meal with her in his new home.

The two lovebirds sat opposite one another at the kitchen table. Winter spread a dollop of butter on her toast and took a greedy bite. She blushed when she saw the way Shade was staring at her. She wasn’t even trying to hide her lack of table manners and seemed to forget that she wasn’t alone this morning as she usually is. Shade pretended that he hadn’t witnessed her uncouth behavior and took a bite of his own meal.

The pegasus swallowed and looked to Shade expectantly.

“So...” she started after wiping up some butter that had smeared her lip, “...you got a promotion yesterday, huh? Congratulations.”

The small talk sounded incredibly forced. She obviously didn’t share her house with anypony very often.

“Uh-huh,” Shade replied simply. “Starting today, I’m gonna be getting a pay increase. Although, I’m not sure what to do with the money now.”

“What, you’re not planning to pay for anything around here? Groceries? Bills? Are you just gonna let me handle all of that?” The look she was giving him told him that there was only one correct answer here.

“Uh, well...” he stammered. “You would have to show me how to deal with those kinds of things. I’ve never had to pay bills before.”

Winter took another bite of toast. “It’s fine,” she said, crumbs spraying onto the table. “I can take care of it. I just need the money, that’s all.”

Well, didn’t she sound greedy. That was certainly out of character. Shade stared at her, puzzled by her sudden change in attitude. Through a mouthful of food, she smiled slyly at him, a clear indication that she was only joking. Either way, he was going to help out around here, he wasn’t just gonna be some freeloader like he was at Twilight’s place.

Winter hopped from her chair and sauntered over to the front door. “I’d better get going.”

Shade glanced at the wall to a nearby clock. “You don’t have to be at work for another half an hour.”

“Yeah, but after yesterday I figured if I showed up early it might get me back in Rainbow Dash’s good books, ya know?”

Shade nodded in understanding. “That makes sense. Bit of advice though.”

Winter tilted her head. “What?”

“Maybe you should shower first. Your mane’s a mess,” he laughed.

The mare turned her eyes up towards her bangs. Even from this awkward angle, she could see that her hair was anything but neat and tidy. “Oh, yeah. That’s probably a good idea,” she agreed, her cheeks tinting pink.

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

“I’m taking my break, sir,” Shade informed Horte who was standing behind the cash register. He received a simple, yet distinguished nod to acknowledge his intentions.

Shade removed his new, blue bow tie and left it in the employee lounge. As long as he wasn’t wearing it, nopony would bug him about taking orders, even if he was still in uniform.

He had been working his shift indoors today, so a little fresh air sounded pretty good. Stepping outside, it was no wonder that most customers chose to eat inside today. The sky was becoming rather overcast. He saw pegasi flying about in the sky towing around grey clouds. Was there a storm planned? He didn’t remember hearing anything about it. Unfortunately, he wasn’t able to get a glimpse of Winter anywhere up there. Maybe she wasn’t working with that group today.

“Yoo hoo, Shade, darling!”

The changeling turned to see a pair of unicorns seated at a nearby table in the outdoor dining area. Rarity and Twilight were enjoying a light lunch, although why they chose to eat outside was a mystery. Normally Rarity probably would have insisted on eating indoors on a day like today.

“Hey, girls,” he greeted. “Sorry, I can’t serve you. I’m on my break.”

“Oh, that’s quite alright, dear,” Rarity dismissed. “We simply wanted to talk.”

Shade flashed a smile. “Sure, I’ve got some time to kill.”

Rarity looked him dead in the eye, grinning coyly. “Sooooo...?” She bat her heavily mascaraed eyelashes at him.

The stallion glanced around in confusion. “What?”

“Did you enjoy yourself last night?”

He was struggling for a response, but the fashionista interrupted before he could get a word in.

“Actually, there’s no need for you to tell me. Twilight here tells me that you didn’t even sleep at the library last night. So...where were you?” She wore a knowing smile. If Shade tried to lie, she would see right through it.

“At Winter’s place.” He tried to remain stoic, but found he was unable to contain his enthusiasm.

Rarity clapped her hooves gleefully. “Eeeeee! I knew it! I’m so happy for you two!”

Shade narrowed his eyes. “We’ve been dating for almost a month, you weren’t happy for us until now?”

“Wait, what’s this all about anyway?” Twilight interjected. “All I know is that you didn’t come back to the library. Rarity seems like she knows something, but won’t fill me in.”

“I simply do not wish to engage in idle gossip until I have all the facts, that’s all.”

Rarity received a stare from a pair of unamused purple eyes. The white mare cleared her throat.

Anyhow. A while ago, Shade here asked for my help in preparing a gift for Winter. So, I let him use one of my diamonds.”

“What?!” Twilight blurted. “You just let him have a diamond?! Those things cost a fortune!”

Rarity waved a hoof dismissively. “Oh, what’s one measly diamond to a pony with such divine dowsing skill as mine? I shouldn’t have any trouble finding a replacement. Besides, when matters of love are involved, I simply can’t help myself.”

Twilight blinked. “Wait, love?” It finally dawned on her. “Oh! You confessed to Winter?!”

Shade looked around nervously at the other tables. Twilight was being unnecessarily loud. Fortunately, they were the only three ponies outside on a day like today. “Yeah.”

“Oh, he did more than just confess I’d say.” Rarity wiggled her eyebrows suggestively.

“What’s that supposed to mean?” Twilight asked obliviously.

“Isn’t it obvious?” Rarity replied. “They’ve taken the next ‘big step’ in their relationship.”

“Whoa, whoa, slow down there. Nopony said that anything like that happened,” Shade tried to argue.

“Then explain why you spent the night at her place instead of the library.” Rarity’s smile was triumphant, as if she felt she had him backed into a corner.

“Maybe something happened, maybe it didn’t. Frankly, that’s none of your business.”

Rarity passed a glance to Twilight. “That’s a yes.” The violet unicorn snickered into her hoof.

Shade shrugged. “Believe whatever you want.”

“Still...” Twilight’s face turned serious. “...don’t think I’m not going to hold you to that promise you made. I’ve got a full list of chores for you to do back at the library. Love or not, that was a pretty reckless thing to do with your money.”

“Actually, about that. I’m going to be moving out of the library.”

“Huh?” That caught Twilight completely off guard. “‘Moving out’? But, what about your money?”

Rarity gasped in sudden realization. “You mean she asked you to move in with her?!” She received an affirming nod. “Oh, that is absolutely wonderful, darling!”

Twilight finally caught on. “Oh. Yes, that’s great news.” Somehow she sounded disappointed. Maybe she was looking forward to making him do all her chores. “But don’t think that means you can skip out on your reading lessons. We still have a long way to go.”

“I wouldn’t dream of it,” Shade laughed. “I’ll stop by after work. How’s that sound?”

“Perfect. I’m gonna have some free time anyway since Spike’s taking up all the cleaning duties today.”

It didn’t take long for her to pass the work on to somepony else.

“Well, I should be getting back to work. Nice talking to you, ladies.” Shade waved as he entered the restaurant again, saying farewell to the two mares.

Rarity looked at Twilight, a knowing smile on her lips. “You’re going to miss him, aren’t you?”

Twilight was going to argue otherwise, but sighed instead. “I’ll miss his company, sure, but it’s not like he isn’t going to be around. I’m his teacher after all. Which reminds me, there are some questions I’ve been meaning to ask him...”

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

Shade sauntered home at a leisurely, yet hurried, pace. When he had left work, he almost found himself ready to head back to the library, but when he remembered that he had a new home now he couldn’t help but smile. He wanted to get back so he could see Winter again. She should be getting out of work around this time too and he was hoping to see her before he actually went to Twilight’s for his lessons.

He turned the knob on the front door, allowing it to swing open.

Not locked. I guess she’s home.

“Winter,” he called out, his voice echoing through the quiet house. “I’m home.” Just saying that tickled him in a way he couldn’t accurately describe.

He received no reply.


Shade searched the house top to bottom. The kitchen, the bedroom, the bathroom. There was no sign of Winter anywhere. Maybe she was out running errands or stayed behind to work overtime.

He felt disappointed. He was looking forward to his first time returning home from work and being greeted by his new, loving partner, but not everything could go according to plan. As much as he may have believed it was, this wasn’t one of those fairytale romances Winter had read to him on the night of the big storm. This was real life. There were going to be complications.

He reluctantly accepted the situation as it was and decided to head directly to Twilight’s place. He would see her when he got back.

It was starting to get pretty dark. The large cloudbank looming overhead totally blocked out the sun. He needed to make a beeline for the library if he wanted to get there before the rain started. He saw no more pegasi roaming the skies however. If Winter had stayed behind to do some extra work, surely there would be others too. She must have been doing some last minute shopping before the storm hit.

Shade trotted up to the library door and let himself in. Just in time too, he felt a couple of raindrops hit his coat before he entered.

“Ah, there you are,” Twilight said, having just come up from the basement. She was carrying a stack of books with her magic, no doubt the extremely complicated texts he knew she kept down there. “Are you ready to get started?”

Shade looked nervously at the pile books she held. “We’re not reading those, are we?”

“Goodness, no. No offense, but I think these are a little out of your league,” she laughed. “I just ran down to get these for my own studies tonight. Your material is on the table.”

Shade stepped over to the reading table and looked over the covers laid out for him. The books he was getting into were gradually becoming thicker and thicker. He felt like they were advancing a little too quickly, but Twilight assures him he’s learning at a steady rate. Sure enough, his ability was steadily increasing. He’s been able to read simple material rather effortlessly lately. Writing was an issue that still eluded him, but baby steps.

Time ticked by as the two unicorns worked their way through the curriculum Twilight had set out for them. They read several short stories, poetry and even a cookbook; she suggested that since he worked in the foodservice industry. Shade found himself reading comfortably though. He wasn’t so much taking in the meaning of the words more than he was focusing on actually pronouncing them, but Twilight commended him on his improvements.

The studious mare stared at the busily reading unicorn.


He looked up from the page he was currently on. “Yeah?”

“I have some questions I’ve been meaning to ask you for some time now.” She looked at him thoughtfully.

“Like what?”

“How well versed are you in magic?” she asked.

“Magic?” he repeated. “Not very, I guess. No more than the average unicorn anyway. Why?”

“Oh, it’s nothing really,” she said, resting her chin on her hoof. “But I’ve seen you use some spells that are somewhat rare for the ‘average unicorn.'”

“Really? Which ones?” Where is she going with this?

“In particular, I’ve seen you use barrier spells a few times since you’ve been here. Although it’s not the most advanced spell in the world, I’ve only ever seen a few ponies use it, not including myself. My brother is actually an expert on barriers; he erected the one that protected Canterlot during the wedding and that one would have been hard even for me. Where did you learn to do it?”

Were barrier spells really so uncommon among unicorns? In the Changeling Kingdom, it was like an adaptation that they evolved in order to protect themselves from the wind and rain. It wouldn’t likely stand up to much physical stress, but at least it was something.

“It’s not like it was taught to me or anything,” Shade answered. “I just kind of...figured it out, I guess. I don’t know how else to explain it.”

“Do you know any more spells?” Twilight looked at him with deep curiosity.

Changelings really only knew four different spells: Levitation, barriers, shapeshifting, and hypnosis, the latter two being what they were infamous for, but, of course, he was going to have to keep that information to himself.

“Nope, just levitation and barriers.”

“Oh...” She sounded rather let down. She was probably looking forward to meeting another pony with her level of magic, one who wasn’t a god-princess.

Her disappointment vanished and she tapped her chin in thought. She set her eyes on the multitude of books laid out in front of them.

“Wait a minute.” A sudden glimmer appeared in her eyes and she gasped joyfully. “I could teach you!”

Shade looked around, as if expecting the mute library to provide an explanation. “Teach me what?”

“Spells!” she shouted. “If I can teach somepony how to read, then maybe I can teach them how to be great spellcasters!”

Shade arched an eyebrow. “I thought magic was something you were supposed to be born good at.”

“Not necessarily. Although a high potential for magic runs in my family, I wasn’t really very good with it when I was a filly. It was only through perseverance and hard studying that I became as talented as I am now. And it’s the reason I still continue my studies to this day; I want to learn more and be the best that I can be.”

He couldn’t really think of any practical application for the spells that Twilight used on a regular basis. They wouldn’t really be of much benefit to himself, but it couldn’t hurt to try anyway.

“Heh, why not? I’ve got nothing to lose,” Shade said with an enthusiastic grin. His eagerness to learn was a trait he had been nurturing since he moved here and was doing him a world of good in fitting in with the ponies.

“Great!” Twilight clapped her hooves together. “But we need to finish this stuff up first. One thing at a time, right?” She motioned to the pile of books. “While we’re on the subject though...” She gave him another thoughtful stare.

“What now?”

Twilight narrowed her eyes, staring intently at Shade’s horn. “Show me your magic for a second.”

“Uh, okay.”

Shade let his horn glow its bright, neon green. Twilight eyed the aura scrutinously.

“It’s a strange color, isn’t it?” she observed.

Shade involuntarily gulped. “W-What’s so strange about?”

Twilight shook her head. “It’s probably nothing. It’s just not a common color from what I’ve seen. I’ve studied at Princess Celestia’s School for Gifted Unicorns for several years and I’ve never seen anypony with a bright green aura like yours. Well, except for...”

Shade pensively waited for her to finish her thought. “For what?”

The mare mulled over the words carefully before speaking. “Except for changelings.”

That’s what he was afraid she was going to say. He thought he was past this. These worries were supposed to be behind him. Nopony was going to find out. Even if somepony accused him, that didn’t necessarily mean he was caught, he would just have to weasel his way out.

“Ever since the whole mess with my brother’s wedding, I’ve been doing some research on changelings,” Twilight elaborated. “Unfortunately, there doesn’t seem to be a lot of documentation on them. Researchers are too cautious about approaching such a hostile and deceptive species.”

And for good reason.

“I was hoping I could prepare myself just in case Chrysalis decided to try something again, but I’m not having any luck. And if there are books on them, I don’t where to look. Would they be listed under hippology or entomology?”

“So, what do you know about them?” Shade asked curiously. It was time he got an honest opinion. He’d been living here for a long time going off what he thought was the average pony’s view of changelings, that they were heartless, love-sucking monsters.

Twilight sighed. “Not much. I know they have the power to shapeshift and brainwash. I’ve seen that first hoof. I know that they imprison--or even kill--their victims and take their place in order to get close to their loved ones. And I know they invaded someplace called the Golden Glade centuries ago and have been condemned to remain there by Princess Celestia for the sake of ponykind.”

That sounded pretty accurate. Her understanding, although limited, was right on the money. She even confirmed that it was indeed Celestia that kept them exiled in the Changeling Kingdom, which the ponies apparently called the Golden Glade.

Part of him wanted to repay his debt to her for teaching him to read and inform her on all the information about the changelings that she wanted, but knowing that a seemingly average pony had such knowledge would only draw suspicion, so he kept his mouth shut.

Twilight smiled playfully at him. “Hey, maybe that green magic means you’re a changeling, huh?”

“Maybe it does,” Shade laughed.

Twilight giggled as well. She was completely oblivious to the fact that he had just admitted to being a changeling. It was strange knowing that he could even joke like that and not feel the least bit unsettled or nervous that somepony will find out. Just a month ago, the mere mention of a changeling would have him sweating bullets.

It was things like this that got him thinking. Maybe he should just fess up and let everypony know. He’d come to know these ponies. They were friendly and accepting. If he came clean, surely they would hear him out and accept him for who he is.

But he couldn’t. He’d come too far now. He crossed the point of no return a long time ago. Even if he knew for a fact that they would welcome him even knowing what he was, he didn’t want to be associated with the changelings anymore at all. Just because they would accept him, didn’t mean everypony would. That chapter of his life was done.

Leaving behind the topic at hoof, Shade and Twilight returned to their studies. The words on the pages weren’t strangers to him anymore. They were like family now. He knew them well and they trusted him with their knowledge. So much had changed since he had first arrived. And he couldn’t be happier.

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

Shade had to dash through the muddy streets of Ponyville to get home before he got absolutely soaked by the rain. The storm wasn’t nearly as strong as the last big one they’d had, but it was still pretty rough.

It wasn’t until he made it halfway there that his conversation with Twilight came back to him and reminded him that he had a spell that could protect him. He slowed his pace and set his horn alight with magic. A dome of bright green magic enclosed around him, effortlessly keeping him out of the path of the falling droplets. It also helpfully doubled as a light source in the steadily darkening town as night approached.

A twinge of guilt nagged him. He hadn’t seen Winter since this morning and part of him felt bad about it. Now that he lived with her and they had taken the next big step in their relationship, he felt obligated to see her as often as physically possible. Had she been home early that day? Did he miss her when he got back? Did she think he was ignoring her?

Shade shook his head. He was over-analyzing it. They had just started living together, he was worrying too much about how much would change, if anything.

Winter’s house came into view. The windows of the first floor were illuminated indicating that Winter was indeed home this time. He opened the door and dropped his barrier before entering.

The first sight to greet him was exactly what he was hoping for. Winter stood in the kitchen looking about the house as if she were looking for something.

“Oh, here you are,” Shade greeted with a smile.

Winter turned around and looked at him with a bewildered expression. “Shade?”

The stallion approached his lover and planted a quick kiss on her lips, happy to see her for the first time since that morning. An inexplicable blush appeared on Winter’s white cheeks and she seemed to stare at him in total awe.

“Something wrong? You feeling okay, Winter?” Shade asked, concerned.

Winter shook herself out of her stupor and smiled happily at him. “I-I’m fine. Welcome home...sweetie,” she said quietly.

Winter inched slowly closer to Shade’s muzzle. Her blush had deepened and she seemed trepidant. She lightly pressed her lips against his and almost immediately pulled away. After a moment, she smiled and went back to continue the kiss, more deeply this time.

She had him in a tight, passionate embrace and was kissing rather forcefully. Shade finally managed to pull himself out of the lip lock, albeit somewhat reluctantly.

“I take it you missed me, huh?” Shade laughed.

Winter smiled and stared at him through wistful, half-lidded eyes. “More than you could ever imagine.”

With that said, Shade lovingly escorted his partner to the bedroom. Winter had always told him that the beating of rain against the roof and windows was soothing to her and helped her sleep soundly. He was looking forward to sharing that experience with her for the first time.

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

“Where are you going?” A distraught Winter grabbed Shade by his hoof as he was about to leave the house.

“I’m heading over to the library. Twilight said she was going to teach me some stuff about magic.”

“You’re just gonna leave me here alone?” Winter looked at him through sorrowful, amber eyes.

“What’s the big deal? You’ve lived here by yourself for a month before you met me. What are you so worried about?”

The pegasus shifted uncomfortably. “Can’t you just stay with me a little longer?”

“Hey, come on now.” Shade placed a hoof on his girlfriend’s shoulder. “It’s not like I’m leaving forever or anything. Relax. What, are you jealous of Twilight or something?”

“Why would I be jealous?”

“Exactly. There’s no reason to be because you know that, by the end of the day, I’ll always come back to you.”

Shade's reassuring words perked up the pegasus. She lovingly nuzzled his cheek and planted a quick kiss on his lips before allowing him to continue on his way.

“I’ll be waiting, Shade.”

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

“Alright, one more time.”

Shade was stirred from his thoughts by the other unicorn’s voice and once again he returned his focus to his lessons. He concentrated his magic into a thick bubble around himself. Twilight closely examined his work, circling around her student fervently. She was elated to actually be teaching somepony about magic the way Celestia had done for her.

“You’re not putting enough power into the rear of the shield,” she critiqued. “The front seems tough, but a solid strike from behind will shatter the whole thing.”

“Don’t you think you’re exaggerating that a bit?” Shade complained. “It’s not going to shatter.”

Twilight cast an unamused stare at him. “Are you questioning me?”

Shade took a step away. She could be pretty intimidating when she wanted to be. Luckily for him he was protected by his barrier.

The mare pulled a book from a nearby shelf and proceeded to hurl it at the weak rear of the shield. The text hit with enough force to crack the magic barrier. With its foundation weakened, no amount of concentration would allow Shade to keep it up. The fine cracks spread throughout the field before the whole thing shattered completely, the luminescent shards evaporating almost immediately afterward.

Shade looked around bewilderedly. His barrier had been broken by a book. How was that even possible?

“H-How did you do that?” he stammered, still trying to comprehend how such a simple thing could tear down a magical shield.

“I told you, you weren’t supporting the rear,” she stated matter-of-factly. “Any defense, no matter how strong, has a weak point. An Achilles Heel, if you will. It’s just a matter of finding it and exploiting it. Yours just so happened to be exceedingly glaring, at least to somepony as well versed in these types of spells as I am.”

Shade’s expression fell. Twilight frowned as she realized she was criticizing more than critiquing. She grinned at him to try and lift his spirits.

“You just have to put a little more energy into it, that’s all,” she smiled.

“I’m putting everything I have into it. I can’t make it any stronger than that,” Shade sighed.

Erecting a sturdy barrier while maintaining his disguise wasn’t exactly easy. Although it took little to no effort to keep it up, it still required a portion of his magic to keep his pony form intact, meaning he was limited in what other spells he could use. But since he didn’t know many spells to begin with, he was more or less limited with how much power he could put into those other spells.

“It takes practice to strengthen magic. You’re not gonna do it overnight.” Twilight looked at the clock. “Why don’t we take a break? Do you want some tea?”

After a nod of Shade’s head, Twilight trotted into the kitchen, leaving him alone in the library’s foyer.

It had been a few days now since Twilight had started to teach him the basics of magic. He could cast spells, sure, but he never really knew how spells worked. Twilight was doing everything in her power to rectify that. She was a good teacher, that he was sure of. He found her lessons very easy to follow, even if she used one or two complicated words here and there. Plus, he had to admit he did feel stronger. His horn had been feeling rather tingly within the past few days, even more so when he was around Winter for some reason. Maybe she just brought out the best in him.

Thoughts of his girlfriend now began to pervade his mind. He loved her with all of his heart, but she was acting more scatterbrained than usual lately. She’d been late for work almost everyday since he moved in with her, and Rainbow Dash had even stopped by to complain about her performance. Was his presence distracting her? It had happened to him before, so it was a distinct possibility.

One thing that remained constant, though, was her passion. She still kissed him with the same tender emotion she always had, maybe even more so. And she would always perk right up when she saw him. It put a smile on Shade’s face knowing that he was making her happy, but maybe he needed to tone it back a bit so she could remain focused on her work when she needed to.

The door to the kitchen swung open making way for a lavender unicorn carrying a tray with a teapot and two cups, all three with hot steam rising from within them. She placed the tray gently on the reading table and lifted one of the cups with her pink aura.

“Enjoy, Shade,” she said, raising her cup to prepare a toast. “With the progress you’ve been making in both your reading and magic, you’ve earned a little rest.”

Shade raised his own cup and clinked it against hers. He took a quick sip of tea as he soaked up her praise. He probably wouldn’t have come this far in his studies if it weren’t for Twilight’s positive reinforcement. He was forever grateful to her for all the help she’d given him over the past month.

“So...” Twilight said, trying to strike up conversation, “...any plans for this evening?”

“Actually, I have a date with Winter tonight,” he answered with enthusiasm.

“Oh? Anything ‘special'?” She wiggled her eyebrows at him.

“We’re just having dinner. Seriously, I think you’re spending too much time around Rarity. You’re almost as bad as she is.”

“Probably.” Twilight giggled and took a sip of her tea. “So, what’s it like living with her?”

A wide smile found its way onto Shade’s lips. “I’ve honestly never been happier. Being around her just makes me feel more optimistic, more energetic. She brings out the best in me. It’s like some supernatural power that I can’t explain.”

“Yup, sounds like love alright,” Twilight laughed. Shade couldn’t help but follow suit.

“Maybe I should get going,” Shade said, glancing at a nearby clock on the wall. “Lately Winter’s been kind of...clingy. She seems to worry about being left by herself.”

“Maybe that’s why she asked you to move in, so you can be her bodyguard and protect her from evildoers,” Twilight joked, making a gesture resembling somepony thrusting a sword.

Shade turned towards the door. “Been catching up on your fantasy novels?”

“Can you tell?” she responded, blushing. “Just go already, you can’t leave Winter waiting. And have fun!”

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

The sun was setting on another perfect evening. As the sky grew dimmer, a faint light could be seen glowing from one of the outdoor tables of Horte Cuisine’s café. Normally the restaurant would have been closed at this hour, but Horte had made special arrangements tonight for one of his valued employees.

The normally bare table was decorated with a scarlet tablecloth. Upon it, a white, wax candle, its flickering flame illuminating the faces of the two ponies seated opposite one another. The head waiter brought a platter holding two large bowls and placed it between his guests, passing one to Shade and the other to Winter before excusing himself to give the couple their privacy.

Winter stared quizzically at the bowl. “What is this stuff?”

“It’s vegetable chowder,” Shade replied. “Don’t tell me you’ve never had it before.”

Winter shook her head. Shade had been here for only a month and even he had eaten vegetable chowder. How is it Winter had never once tried it when, unlike him, she’s been a pony her whole life?

The pegasus eyed her meal. Chunks of various vegetables floated around in a steamy, milky-white broth. It gave off a strong, pungent aroma that seemed to offend her nostrils.

“Is it edible?” she asked, stirring a spoon around in the thick goop.

“Of course it’s edible. We wouldn’t serve it here if it wasn’t.” Clearly he knew more about food than she did. He found that rather ironic. “When did you get so picky?”

“Oh, sorry.”

That was an odd response. Shade expected her to retaliate, not meekly apologize.

Winter hesitantly scooped a small spoonful of food from the bowl. She managed to fish out a chunky piece of broccoli and a sliver of carrot coated with the unappetizing, white gunk. Against her better judgement, she closed her mouth around the spoon, shutting her eyes tight as she prepared for the revolting flavor to assault her palate. She chewed the broccoli slowly, her face contorting in disgust as she was forced to endure the awful texture of the vegetable on her tongue. She finally managed to swallow the mouthful, immediately sticking her tongue out in disapproval. The mare then lowered her spoon into the bowl once more, pulling out another dreaded mouthful.

“You know, you don’t have to eat it if you don’t like it,” Shade pointed out.

“But it's perfectly good food, I shouldn't let it go to waste.” With only the slightest amount of hesitation, Winter scooped the second spoonful into her mouth. She cringed as she chewed but managed to force it down.

"Seriously, Winter, if you don't like it-"

Winter instantly dropped the spoon. Apparently her resolve had faltered after only two mouthfuls. She sighed with relief and took a sip of water from her glass to wash out the taste of the unpleasant broth.

“You feeling okay, Winter?” Shade looked at her with concern. “You’ve been really soft-spoken lately. If something’s bugging you, you can tell me. I want to help.”

He received no reply. Winter only looked around as she tried to pretend to ignore his question. Shade decided to take a shot in the dark.

“Is it about me moving in with you? It’s not making you feel uncomfortable, is it? If you’re not ready for it I can always go back to the library and-”

“No no!” Winter blurted abruptly. She quickly composed herself before elaborating. “I mean...yeah, I guess I feel a little weird, but it’s just something I need to adjust to, right? I don’t want you to leave m-...er, I don’t want you to move out. I want you to stay with me. I want to have you next to me to know you’re always there.”

Shade smiled warmly and reached across the table to lay his hoof gently on hers. “You don’t have to worry about that, I promise.”

Winter smiled sheepishly as she gazed into his eyes. She turned her sight down to the bowl of repulsive chowder. “Can we go home? I’m not really hungry anymore. I just want to go to bed.”

“Sure, but Horte’s probably going to be disappointed to know that he had a dissatisfied customer.”

Winter didn’t really seem sorry about that, she was quick to rise from her seat and walk alongside Shade back to their home. She pressed herself against him the whole way, her head resting against his neck. Winter was nuzzling into him like she had when they had first started dating. The walk home was way too short.

The bed seemed to beckon to the both of them, its warm sheets calling for company. Winter had already crawled under the covers while Shade made a stop by the bathroom. He could see her through the open door, smiling at him as she lay on her side.

Winter seemed especially affectionate tonight. As soon as the pair got inside the house she was upon him with a tight embrace and a powerful kiss. Shade had to wrench himself out of her grip so they could properly ascend the stairs to their bedroom.

After giving his face a quick wash, Shade climbed into bed with Winter. Immediately, his partner crawled on top of him and delivered a salvo of loving kisses before settling on one long, passionate kiss to his lips.

This was heaven. Shade felt like he could die right now and feel like he had lived a happy life here, not that he wished for that. Somepony could promise him riches, fame, and all the mares he wanted, but he’d turn it all down just to spend even one more minute with Winter.

Their seemingly endless kiss finally broke off after a few minutes had passed. He was reluctant to let her pull away, but his eyes wanted to take in her perfection once more. Her long, red mane that followed the curves of her face and ignited a passion in his heart. Her heavenly, ivory coat, like purity made tangible. Her hypnotic and alluring pink eyes...

Wait, pink?

Without a moment’s hesitation, Shade rolled Winter off of himself and leapt out of bed, staring at Winter with vexation.

“Shade? What’s wrong?” Winter asked worriedly.

Shade glared at the pony lying in the bed. “Who are you?”

Winter was taken aback. “W-What?” She frantically crawled out of bed. “I-It’s me, Winter.”

Shade narrowed his eyes. “Don’t lie to me.”

The pegasus looked around as if to seek some sort of explanation. “I-I’m not lying. I’m Winter. Don’t you recognize me?”

“Don’t give me that crap!”

Winter stepped back in surprise.

“Show yourself, changeling!

The white mare lost her voice. She glanced around trying to find some way out. Shade stepped forward menacingly. She had been backed into a corner. The pegasus sighed in defeat.

An eerie green glow enveloped her form before becoming wreathed in emerald flames. In place of the mare that Shade had thought was his girlfriend, was a changeling. The imposter looked at him with remorseful, pink eyes, attempting to hide behind her long, purple mane.

Shade eyes shot wide as he looked upon the familiar face before him.

“Chamella?!” he shouted in disbelief. “What in Equestria are you doing here?!”

Chamella swallowed as she carefully picked her words. “Guise said you were here, so I came to find you.”

Shade grit his teeth. Guise, you idiot. What’s wrong with you?

A sudden, chilling realization came to him. Chamella’s presence was no longer a concern. There was only one thing on his mind now. He gave Chamella an intense glare.

“Where is she?”

“Huh?” Chamella took another step back. Shade’s dark tone had her worried, but she didn’t answer.

“Where’s Winter!?”

The meek changeling flinched at the force of his voice. “I-I sealed her in a cave.”


She was starting to get scared. The glare he was giving her was unlike anything she’d seen from him before. “I-In that forest near town.”

“What!?” Shade’s anger was replaced by deep worry. “The Everfree Forest?! Are you crazy?! That place is dangerous, she could be hurt!”

“I-I’m sorry, I didn’t know. It’s the only place I could find a-and-”

“Take me there...now!

Chamella gulped. She had seen him angry before, but his anger had never been directed at her. She couldn’t help but feel like she had made a horrible mistake.

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

The trek through the Everfree Forest was accompanied by a tense silence. The two changelings made a brisk pace towards the destination that Chamella had set. Shade would have liked to get there as quickly as possible, but if he ran ahead he may wind up getting lost. Chamella trailed slightly behind him silently. She was afraid to say anything, only speaking up to point in the correct direction and even then doing so very weakly.

Shade didn’t even want to look at her right now. She was his best friend from his days as a changeling. All the things he did for her: He protected her from other changelings, he shared his food with her, he helped her build a shelter. She was like a little sister to him. How could she do something so despicable to him?

The only reason he was even able to unmask her was due to an inherent flaw in changeling disguises. When a disguised changeling uses an excessive amount of magic--or in Chamella’s case, has a lapse in concentration--small holes appear in their ruse. The most notable is their eye color reverting to normal. Shade was lucky. The pony whose body he was using had a very similar eye color to his own, so if he had had such a lapse in concentration, it was hardly noticeable. He shuddered to think of what could have happened if he hadn’t noticed her eyes when he did.

“How long has it been since you put her there?”

The silence shattered like glass. Shade spoke in a low, icy tone, but he may just as well have shouted at her.

“Th-Three days.” Chamella did her best to shield herself behind her straight, purple mane, knowing full well that it would provide no protection.

“Three days,” Shade repeated. “Three days with no food or water.”

It sounded like he was making a simple deduction, but Chamella could tell from the venom oozing in his voice that it was just the same as a verbal lashing.

Shade was absolutely furious with her. Why would she do such a thing? If she wanted to see him she could have just found him when he was alone and pulled him aside to someplace private where they could talk. Why go through the trouble of kidnapping Winter and impersonating her if she only wanted to see him again? But these questions would have to wait. Right now, Winter’s safety was first and foremost.

“Over there.” Chamella pointed to a large pile of rocks against a cliffside in the middle of the forest.

To the naked eye, it seemed like nothing more than a happenstantial rockslide, but upon closer inspection one could see gaps between the rocks and behind them was a blocked cave entrance.

“Here, let me hel-”

Shade’s horn glowed fiercely. The pile of small boulders began to glow with a green light before rising off of the ground in unison, their formation not altering in the slightest. With an almost unnoticeable tilt of his head, Shade tossed aside the blockade as if it were nothing, causing the stones to bounce and roll harmlessly on the ground some distance away from the two changelings.

Chamella’s jaw dropped in awe. She had painstakingly assembled that pile one stone at a time. It had taken her hours to create what took Shade only a matter of seconds to destroy. Where did he get that kind of power?

Without saying a word, Shade stepped into the dark, gloomy cave in search of the missing and no doubt distressed pony, praying that she was still alive. Chamella cautiously followed behind him. She could have left, her part finished, and headed back to the Changeling Kingdom and not have to bother Shade anymore. But part of her wanted to be sure Winter was safe. She had no intention of harming her, in fact, when she first arrived in Ponyville her only objective was to see Shade and speak with him. But when she saw him with...her, she was suddenly and inexplicably overcome with jealousy. She didn’t want to kill her, she only wanted Winter out of the way. Now, she too wondered and worried if the pegasus was still alive, if only because it would relieve Shade’s concern and maybe go towards earning his forgiveness.

Without the use of his night vision, Shade had to light the way with his horn. His aura burned brightly against the curtain of darkness that occupied the long cave tunnel. The situation was unsettling. Chamella wanted him to say something, anything to break the tension, but knew that whatever he had to say to her would do nothing to make her feel any better about what she had done. All that she could hear were their echoing hoofsteps against the hard, stone floor, the dripping of water from the ceiling above them, and the faint humming of Shade’s glowing horn.

But another sound soon joined the chorus of uncomfortable ambiance. Shade stopped in his tracks and listened intently, his ears swiveling forward to better identify it.


It was the fearful sobbing of somepony in danger. Without hesitation, Shade burst into a full gallop down the straight corridor. Chamella had to flitter her wings rapidly in order to keep pace with him.

The pair came out into a large, open cavern. It was completely empty with the exception of a lone shadow on the far side of the chamber. Shade shone his horn more brightly, its green light washing over the back of a crying pegasus.


Winter’s head jolted up and she turned around to see her boyfriend dashing toward her.


The unicorn wrapped his hooves tightly around her and pulled her as closely as he could. Her mane and coat were filthy and her cheeks were heavily dampened with three days worth of tears. But Shade didn’t care, he was overjoyed to see that she was safe. The mare sobbed into his coat, soaking him with tears, but this time they were tears of relief and happiness.

“Are you okay, Winter?” Shade asked softly.

Winter sniffed and rubbed a hoof over her eyes. “Now that you’re here, I‘m fine.” More tears began to streak down her face. “I-I was so scared. I woke up in this cave a-and I didn’t know where I was. I-I thought I was going to die,” she hiccuped. “The only reason I didn’t is because, d-deep down, I knew you would find me.”

Shade held her closely, allowing her to let out all of the tears she had left. Winter nuzzled into his shoulder as if feeling his embrace for the first time again. She turned her head up to look him in the eyes. She found comfort there, in his warm smile and loving gaze and she smiled for the first time in three days.

But something diverted her attention. Winter noticed a silhouette standing some distance behind Shade and her pupils shrunk in terror.

“I-It’s her!” Winter huddled into Shade, fearing for her life. “It’s the changeling who put me in here!”

“I know, she led me here.” Shade looked over his shoulder, shooting an icy glare at Chamella. Winter was safe. Now he had another problem to address.

Shade released Winter and stood up. He stomped towards Chamella wearing an angry scowl and stopped just in front of her.

“What is wrong with you?!”

Chamella shrank back, cowering away from Shade’s anger. It was time for him to say what he needed to say.

“What were you thinking?! Did you think you would get away with this?! Did you think I’d be okay with this?!”

“I-I’m sorry, I-I-”

“You’re sorry? That’s all you have to say?! I trusted you, Chamella! How could you do something like this to me?! I thought you were my friend! Is this what you do to your friends? You try to ruin their lives for your own selfish gain?!”

“I-I just wanted to be with-”

“Save it!”

Shade punctuated each outburst with a furious step towards her. Chamella tried to match each step with a backwards step of her own, but found that she couldn’t get away from him. She was forced to endure his verbal attack.

Shade’s voice suddenly got quiet. “We were like family, Chamella. Why would you do something so...horrible?”

Chamella was at a loss for words. No matter what she said at this point, she knew she could never earn back his trust or friendship. The bonds they had formed since they were little had been broken beyond repair. She had crossed the line.

“Shade? Do you know this changeling?”

His eyes went wide. In his blind rage he had forgotten that Winter was standing right behind him.

She heard everything.

Shade turned around to see the puzzled look on the pegasus’ face.

“But, why would you know a...”

Winter eyes went wide with horror. She took a step back as she stared straight through Shade.

No. No, no, no!

“No...please tell me you’re not...” Winter’s voice was filled with fear.


Winter spoke in a calm tone. “Shade. Please, tell me you’re not a changeling.”


“Please...just say you’re not and we can go home.” Tears once again began to well up in her amber eyes.

She was giving him a free pass. All he had to do was tell her what he had been telling himself for the past few weeks. He just had to say that he wasn’t a changeling and this would all be forgotten!

“Please! Just tell me!” The tears were now flowing freely down her cheeks. It made no difference how much she wanted to hear him say it, she already knew the truth.

He couldn’t do it. No matter how much he wanted to, he couldn’t bring himself to lie to her, his heart wouldn’t allow it.

“...I’m sorry...” he whispered. Despite his efforts to keep his voice quiet, the large empty chamber echoed his words spitefully. He couldn’t look Winter in the eyes anymore.

“I am a changeling...”

Winter fell back onto her haunches. The cold, hard truth had finally come out. Shade’s horn glowed faintly and green flames enveloped his body. For the first time, he showed a pony his true colors.

He waited for her to run away, dash out of the cave and leave him there, never to see each other again. But she remained still. Shade chanced a look at her. Even though she was in tears, Shade could see a twinkle of desperate hope in her eyes.

Winter stood up and glared at Shade. “Where is he?”


“Where’s Shade? What did you do with him?!”

Shade’s heart sank into his chest. Please, Winter, don’t make this any more painful than it is.

“Winter, I am Shade.”


Shade winced at the force of her voice. She glared daggers at him through grit teeth and tear-stained eyes.

“What did you do to him? I swear to Celestia, if you hurt him...”

The more she insisted that he wasn’t Shade, the more pain he felt in his chest. “I didn’t do anything to anypony. The Shade you knew was me the whole time. Please, you have to believe me, I’m telling the truth.”

Winter angrily stepped up to him, prodding him in the chest with a hoof. “No, you’re not! You’re a changeling! You’re trying to trick me! Shade would never lie to me! Shade loved me! He wouldn’t do anything to hurt me! He wouldn’t...”

Winter’s voice trailed off and she collapsed into Shade’s chest and broke down. She mumbled incoherently into his hard skin, smearing her tears across it and pounding a hoof weakly against his chest. He didn’t try to stop her.

Shade placed both of his hole-riddled legs on Winter’s shoulders and looked her straight in the eyes.

“Winter, listen to me. I am Shade, and I have been ever since you’ve known me. All those moments we spent together. When we first met at the café when that cloud rained on me. When we went on our first date and walked around the market and the park. On the night of the storm when I took care of you when you were sick. And this.” Shade lifted the necklace hanging around Winter’s neck. “Don’t you remember when I first confessed my love to you? That was all me, Winter. Yes, I’m a changeling, but I’m still the pony you fell in love with. I lied about where I was from, but I never once lied about who I am, only...what I am. I’m not like the other changelings. I love you, Winter. I always have. Please, forgive me.”

Winter stared deeply into his dark green eyes. They were different than what she was accustomed to. The whites of his eyes replaced by a dim, sky-blue glow and his pupils were no longer round but thin, vertical slits. Yet somehow she could still see Shade in those eyes. His words were genuine and his emotions more so. She could see the stallion that she loved.

She shook her head and batted his hooves away from her.

“No! I’m not falling for that! You’re not going to brainwash me!”

Shade was hurt that she would even suggest that he would do something like that. “Winter, I’m not trying to brainwash you. I’m telling the tru-”

“No, you’re not! You’re not Shade! Shade is kind, and loving, and supportive! You’re just a disgusting, deceitful...monster!

At that moment, Shade could feel his heart being torn asunder. He felt physically weak, like some unknown force was draining his life away. To hear Winter of all ponies utter that word devastated him.

Winter ran past him leaving a wet trail of tears behind her. Shade did nothing to stop her. He was in shock. It was like his heart had been torn out, stepped on, chewed up, spit out, and set ablaze.

The new life he had built for himself--his life of peace, comfort, friendship, and love--was over.

Chamella had watched the whole painful scene unfold before her, knowing that what had happened was entirely her fault. “Shade,” she spoke weakly, sympathetically, and apologetically. “I’m sorry. I didn’t mean for this to happen.”

Shade said nothing. He didn’t even acknowledge her presence. He turned towards the cave’s exit and slowly made to leave.

“Where are you going?” Chamella asked concernedly.


“You're going to try and talk to Winter?”

“I didn’t say I was going back to Ponyville." Shade turned his head and looked at Chamella. A pain shot through her chest as she observed the tears that had appeared in his eyes. "I said, I’m going home.”

Chapter 9: A Change of Perspective

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 9: A Change of Perspective


The beaming, white pegasus touched down onto the grass just outside of her home, humming a carefree tune. She was happy, cheerful, jovial, and any other synonym she could come up with to describe her optimism, for she had a special somepony with which to share her life with. Even the dreary overcast that she and the weather team had just prepared wasn’t going to keep her down.

Now that her work was done, Winter was looking forward to spending the rest of the day with her new bunkmate. Unfortunately, he wasn’t due to get home from work for another half an hour and right now patience was not something she possessed. She speculated thirty minutes of pacing back and forth through the house, waiting for her partner to return and provide her with a loving embrace.

Her cheeks flushed at the mere thought of it. She was in love. A treasure that she had been seeking for years and she had finally found it wrapped in a soft, pearl coat and deep blue mane. Kind, generous, caring, loving. The stallion she had always dreamed of. And tonight there would be a storm, just like the night of their first kiss. It was so romantic. But she only had thirty minutes. She needed to prepare something to set the scene.

Winter placed her hoof on the doorknob and turned, but the door did something it should not have. It opened.

That’s weird. I could have sworn I locked the door when I left.

Winter sniffed the air. She could detect a faint smell coming from somewhere nearby. Following the scent, she found her nose stopping next to the deadbolt on the door. Touching it cautiously, she discovered that it was warm, but that shouldn’t have been. The clouds blanketing the sky had been preventing the sun from shining its warming rays upon the metal lock for the past couple of hours, and even if it could, certainly not to the extent of producing this smoky odor.

She began to get worried. These were signs of magical lockpicking. The heat and odor were a result of magical residue left in and on the mechanism.

Somepony had broken into her home. Their home.

She should have contacted help, find somepony nearby who could alert the authorities, but her worry carried her inside. She wanted to know if the thief had made off with anything valuable or important. She was starting to regret her decision to not have magic-proof locks installed.

The house was dark. Although it was late afternoon, no sunlight was available to illuminate the building. She was afraid to turn on any lights in the house for fear that the trespasser might still be here and it would alert them to her presence. She told herself that, at the first sign of danger, she would hightail it out of there and get help. She only needed to confirm that somepony had broken in and that she and Shade didn’t just simply neglect to lock the door before leaving that morning.

Winter tread lightly through the living room towards the staircase. If anypony were still here, they would most likely be on the second floor; there was nothing of value in the kitchen or living room.

Her ears swiveled frantically, attempting to pick up even the most minute of noises. A creak of the floorboards caused her to jump in surprise. Her eyes bolted around the room, her head spinning from side to side rapidly trying to locate the source of the sound. She stood perfectly still for several moments before she finally decided to move once more. Putting pressure on her front hoof caused the same creak to echo throughout the building once again. Winter sighed with relief and mild embarrassment, glad that nopony had seen that display of fear. But could the burglar have heard that as well?

Her nerves couldn’t handle any more of this terror. Confirming their presence wasn’t worth the risk right now, she needed to get help whether they were here or not.

The frightened pegasus turned back around towards the door but stopped dead in her tracks. The door was closed now. Hadn’t she left it open? Winter was terrified. Somepony else was in her home and her life may be in danger. She wanted to make a mad dash for the door, jump out a nearby window, anything to get her out of here quicker. But she couldn’t move. She was frozen in fear. The trespasser was nearby. She couldn’t see or hear them, but she knew they were there. But where?

Her ears perked up. A sound from behind her sent a chill up her spine. She turned her head around quickly to identify the source. Winter’s pupils shrank in horror at the creature that was now standing behind her. Legs riddled with holes, horn curved and sharp, wings like an insect’s. And it bore its short, pointed fangs as it spoke to her.

“I’m sorry.”

The last thing she saw was the creature’s bright, pink eyes and a blinding flash.

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

A tear-stained pillow was all the comfort Winter could find. The soft, cotton pillowcase hugged her moist cheeks like a mother consoling her child. But it wasn’t enough to mend her grievous, emotional wound.

She had been trapped in that cave by that...creature for three days. While she had been there, time was not a concept she could firmly grasp, it may just as well have been an eternity. She thought she was going die, but she clung to life on the thought that her beloved would save her.

And he did...

The thought elicited another wave of tears and heavy sobbing. Even though she had gone three days without food or water, she could not bring herself to worry about her hunger, her thirst, or her health, only the irreparable rend in her heart.

How could she have been so blind? The evidence had been there the whole time: his luminous, green aura, how he showed up out of nowhere with no plans or preparations, and his less-than-basic understanding of everyday life, not to mention his illiteracy. How could she be so stupid? The pieces were all laid out before her, but she couldn’t fit them together, she had to wait until she was in too deep before she found out the ugly truth.

Shade was a changeling.

She was in love with a changeling.

No. She was in love with Shade. That changeling was an imposter. Shade was still out there somewhere, trapped, alone...right?

Winter buried her face deeper into the pillow as if to suffocate herself and escape from this wretched pain. Who was she kidding? If that changeling was an imposter, then the real Shade must’ve been long dead by now, his corpse rotting away in some dank cave like she had been in.

With each word that passed through her mind her sobs became more labored and her pillow more damp. Why was she torturing herself like this? Was she really so desperate to deny the fact that she had been in love with a changeling, in love with a monster, that she would rather believe that her loved one was dead?

He had said that he was a changeling the whole time, that there never was a pony named Shade. Was that true or was he trying to deceive her to cover his mistake? Were all of her memories with him a fabrication implanted into her mind while she was brainwashed?

Winter’s thoughts were disturbed by a pain in her chest. However, it was not the pain of her broken heart. Something sharp prodded at her barrel. She made an effort with what little energy she had left to lift herself up from her pillow. The offending object came into view, dangling from her neck.

My necklace...

The necklace Shade had given her just a few days ago. The necklace that he spent all his money to buy just for her. A symbol of his love for her. The piece that she had never let go of during her harrowing imprisonment.

Winter’s tears stopped flowing. She sniffled and wiped her moist eyes on the back of her hoof. She remembered what he said to her in the cave, how every memory she had of him, was of the real him. Even if he was a changeling, his feelings for her were real. That’s what he said. She had seen it in his eyes; his deep, emerald eyes. She could feel the emotion in his words and she could see the stallion that she loved staring back at her. His body may have changed, but his eyes were undeniably Shade’s.

She lifted the diamond necklace with her hoof, examining it’s bizarre, asymmetrical design.

“How two things that have no business being together can live in perfect harmony.”

The true meaning of his words finally dawned on her. He had worked so hard. Gotten a job, learned to read, made some friends. Shade had put his all into being a normal member of pony society.

He was telling the truth. It really was him. She really was in love with a changeling.

W-What have I done?

The fact that Shade had not returned since the previous night when she had discovered his secret must have meant that he had left. If he really did love her as he said he did, then he was probably just as heartbroken as she was. She had yelled at him, called him a liar, called him a...monster. She had made a horrible mistake.

I have to find him. I need to be absolutely sure...

Winter dried her remaining tears, a new sense of determination overwhelming her. She hopped from her bed and made her preparations. With her new-found zeal, she wolfed down whatever food she could find in the house; she was going to need all the energy she could get. A quick grooming, a brief check in her atlas and she was ready.

She was going to the Changeling Kingdom.

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

“Nothing,” the sleep-deprived, violet unicorn sighed.

Twilight snapped the thick book shut and brushed it to the side with all of the other useless tomes. She must have scanned hundreds of books by now, but the information she sought still eluded her. She had checked every page of every textbook, novel, magazine and newspaper she had pulled out so far, but none of these were of any help to her. She had lost hours of sleep, her mane was a mess and she felt like her eyelids weighed a ton.

Twilight looked over the steadily-emptying bookshelves. Even with the progress she was making--or lack thereof--she had still only managed to get through half of the library’s archive. There seemed like there were more books here than she had originally counted. Perhaps she had bitten off a little more than she could chew.

All of these books and not a single word mentioning changelings. Maybe Princess Celestia will have something in the Royal Archives. Actually, come to think of it, the princess was the one who kept the changelings exiled to the Golden Glade. Maybe she can help me.

“Twi? What’re you doin’ with all o’ them books, sugarcube?”

Twilight turned her head to greet her two visitors. Applejack and Rarity stood in her doorway, gawking at the tremendous pile of leather and paper that had been accumulated in the library’s foyer.

Twilight sighed. “Just doing some research. Or I would be if I could find anything I’m looking for.”

“Darling, have you been up all night?” Rarity asked, noticing the studious mare’s current state of dishevelment. She received a lazy nod. “Twilight, dear, you need rest. You shouldn’t push yourself so hard.”

“But I need to be prepared in case Chrysalis decides to attack again,” Twilight protested.

“It’s been a month, Twi. If ol’ ‘Chryssy’ were up ta somethin’, dontcha think she woulda done it by now?”

“How are we supposed to know when she’ll come back? She might be lulling us into a false sense of security.”

“Why in Equestria are you so worried about this all of sudden anyway?” Rarity asked curiously.

“I was talking to Shade the other day and the topic of changelings came up. I guess it just made me want to double my efforts.” She sighed again. “But so far they’ve proved fruitless.”

“Well, I, for one, think you should get some well deserved beauty sleep,” Rarity suggested. “And later, you need to stop by my boutique so I can do something about those dreadful bags. You’re not going to attract any stallions looking like you were mauled by a manticore.”

Twilight grunted in disapproval, but didn’t deny that she needed a thorough grooming right now. And some shuteye was starting to sound pretty good.

“Speakin’ o’ Shade, where is he?” Applejack asked, looking around the library. “Ah haven’t seen him in a few days.”

“Oh, did you not hear, darling?” Rarity chimed in. She leaned closer to Applejack’s ear and whispered as if it were a piece of juicy gossip. “Shade’s moved in with Winter.”

“Really?” She received a pair of affirming nods. “Well, shoot, that musta taken some pretty smooth talkin’, huh?” she chuckled.

“Actually, it was quite romantic.” Rarity stared off into space as she imagined the scenario playing out in her mind. “He bestowed unto her the gift of an absolutely exquisite diamond necklace--the materials for which he acquired from me,” she added, making sure everypony knew the part that she played. “And then he confessed his love for her. Oh, the only thing that could have made it even more romantic was if he were to propose.”

Applejack raised an eyebrow as she examined Rarity’s gleaming eyes that were gazing at nothing in particular. She couldn’t help but wonder if Rarity wished to have been in Winter’s horseshoes.


Rarity snapped out of her daydream and she and Applejack looked towards Twilight who was tapping her chin in thought.

“Somethin’ wrong, sugarcube?”

“It’s just odd,” she started. “Shade should have been here by now for his lessons. It’s strange, normally he’s pretty punctual.”

“Maybe he just stayed late at work?” Applejack hypothesized. “Get in some extra hours. He’s working fer two ponies now after all.”


The sound of beating wings were detected by the three mares as a fourth pony landed at the open door and let herself in. She folded in her cyan wings and sauntered over to the trio already present.

“Hey, guys. Whoa.” Rainbow Dash stopped in her tracks and looked up in awe at the enormous mound of books. “Been, uh, doin’ some reading?”

“Yup, and y’all are welcome to join,” Applejack joked.

Rainbow inched back slightly. “Hey, if it involves Daring Do, I’m all for it, but this looks like egghead stuff to me. Count me out.”

“Rainbow,” Twilight addressed her pegasus friend. “You haven’t seen Shade today have you?”

“Me? No, not today. But, actually, that sorta brings me to why I came here. You guys are closer to Shade than me, right?”

“Ah wouldn’t say Ah’m close to him, but sure.”

“What about it?” Twilight asked, tilting her head.

“Has he said anything about Winter lately?” Rainbow’s eyes moved between her friends, waiting for them to answer.

“He talks about Winter all the time, dear. You’ll have to be more specific.”

“Like, today.”

“None of us have seen Shade at all today,” Twilight clarified. “Why?” The three mare’s curiosities were peaking.

“Well, Winter didn’t show up for work this morning, so I figured she probably slept in...again. So I went to her place and found her crying.”

“Crying?” Concern suddenly flowed from Rarity’s voice. “Whatever for?”

“I dunno. She mumbled something about Shade and after that I couldn’t pick out anything she said. I went to the café to ask him about it, but Horte said he didn’t show up to work either.”

A silence fell over the library. Rarity was the first to voice everypony’s concerns.

“Oh my. You don’t think...they had a fight, do you?”

“Judging by how much she was crying, I’d say it was more than just a fight,” Rainbow Dash guessed.


The three other mares looked to the lone earth pony, startled by her sudden outburst.

“What’s wrong, Applejack?” Twilight asked.

“Don’t you get it? He musta done somethin’ to her. Why else would she bawlin’ like that?”

“Done something?” Rarity repeated. “Like what? What could he have done?”

“I dunno, but it musta been somethin’ rotten ta make her cry like that.” Applejack furrowed her brow. “He musta...like, cheated on her or somethin’. Took advantage of her maybe. Whatever it is, it ain’t good. Shoot!” Applejack stomped a hoof. “Ah knew it! Ah knew from the very beginnin’ that somethin’ was off about that pony, Ah could feel it in mah gut. Even Winona didn’t trust him. Dangit! Ah can’t believe Ah actually started trustin’ him too. He played us all fer fools!”

“Now, now, Applejack, let’s not jump to conclusions,” Rarity attempted to calm the fuming earth pony. “Surely there’s a logical explanation for this.”

“Course there is: he’s a two-timin’ scumbag! That’s all there is to it. He got what he wanted and now he’s skipped town.”

“We don’t know that,” Twilight interjected. “We need all the facts before we make any baseless accusations. We should talk to Winter.”

“About that,” Rainbow Dash said. “When I found out he wasn’t at the café, I went back to her place to ask where he was.”

“And?” The three grounded mare’s looked at her expectantly.

“She’s gone.”

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

If it weren’t for the cool breeze blowing through the skies over Equestria, Winter would have landed long ago. The refreshing wind was enough to keep her airborne for at least a little longer than she would normally go, but now her wings struggled to keep her aloft. With each furious beat she felt a twinge of pain course through her feathered appendages. Sweat poured down her face and she was beginning to pant rather heavily.

She was accustomed to flying for extended periods of time, but at her current pace, her wings had a hard time just keeping her above ground level, let alone at the speed she was flying and for a few hours to boot. It was only her sheer determination that kept her going.

The ground was looking especially inviting right now. She wouldn’t even want to settle for a cloud to rest on. She wanted to get out of the sky, plant her hooves firmly on the ground and drop herself into the soft caresses of the blowing grass.

The sun was even starting to set, the celestial orb resting halfway over the horizon. She had heard that this was the most difficult part of setting the sun. Apparently, Princess Celestia had to use more force than normal in order to coax the sun into its slumber and allow the moon to take watch over Equestria and its sleeping inhabitants until morning. Was it a difficult process, she wondered, or was it a trivial task for an almighty alicorn?

Pondering the question was doing little to alleviate the throbbing pain in her wings as she had hoped. That was it, she couldn’t stand it any longer. She needed to land.

As soon as the thought registered in her brain, her wings fell limp and she began to plummet from the sky. Panicked, she strenuously spread them once more, flapping as hard as she could manage to prevent herself from getting a little too personal with the ground she coveted. Thankfully, she managed to pull it off, but the landing was not as soft as she would have liked.

When she was mere feet from the surface, she felt a piercing pain shoot through her left wing; she couldn’t flap it anymore. She fell the rest of the way, hitting the ground with a resounding thud.


Winter was in pain, but her injuries didn’t seem too serious. No broken bones at least. She knew how that felt. Pretty much every pegasus sustained at least one broken bone in their life, whether it was the result of a mistake made while learning how to fly or simply getting sloppy when attempting to show off feats of aerial prowess. Right now though, her injury was somewhat less severe, but equally debilitating. Her left wing was sprained, she had pushed it too hard. The appendage hung limply against her side. She couldn’t even fold it against herself without having to endure immense pain. There was no way she was getting back into the air. Winter cursed the cruel irony. She was grounded now, whether she liked it or not.

Everything else seemed to be in check. No cuts, no other sprains or pulled muscles, maybe a bruise here and there from that rough landing, but she could soldier on. And soldier on she did. Even if she was exhausted, her legs were still in perfect order. She could walk for another couple of hours if need be, which was going to have to be the case.

The muscles in her legs may not have been strained, but the energy she had spent flying this far was enough to impede her progress. As much as she didn’t want to, she really needed to rest.

To her relief, the sound of a babbling brook caught her ears. With what little energy she had left, she made a mad dash for the source of the sound. Soon, a peaceful stream came into view. A smile found its way onto her face for the first time in days. It was a small bit of comfort given her situation, but one she’ll gratefully receive. She greedily lapped the fresh, clear water into her mouth. No sediment buildup, no mud, no garbage. Just crisp, clean water. She sat back on her haunches to allow herself a break as she rehydrated herself.

She stared at her reflection in the stream. It seemed to be staring back at her with a look of uncertainty.

What am I doing? This is crazy. I can’t just waltz into that place all by myself. It’s full of changelings, they’ll tear me to pieces.

Then why am I going? If it’s so dangerous, why don’t I just go home?

Because, I need to find him. I need to hear him say it. I need to be absolutely sure about this, that the past month wasn’t just one, big lie.

I need to see Shade...

Her energy restored, due in part to the water as well as her reassurance to herself, she rose to her hooves and continued her trek.

Honestly, she was starting to doubt whether or not she was headed in the right direction. Her atlas had told her that the Golden Glade was located due west of Canterlot. Why it would be so close to Equestria’s capital was beyond her. Maybe it was so Princess Celestia could keep tabs on the changeling’s activities, but if that were the case then the whole invasion during the royal wedding probably wouldn’t have happened. Nevertheless, she had been traveling for hours but still saw no sign of the forbidden landscape. Was she headed in the wrong direction?

Winter began an arduous climb up a steep hill. She was starting to think that she spent too much time flying; her legs weren’t as strong as she would have liked. After almost slipping on the moist grass, she finally managed to crest the monumental slope. And the sight before her caused her jaw to slack in awe.

On the horizon, just a few miles away, was a sight like she had never seen. Ahead of her, the vibrant fields of Equestria suddenly stopped cold, being replaced instead by dried, golden blades. It was as if spring and autumn had collided, but neither would give way for the other. The brown and red trees that dotted the far-off landscape drew her eyes like a masterful painting. It was a land frozen in a perpetual autumn. And it was beautiful.

Is that the Golden Glade?

Winter silently contemplated the juxtaposition of this gorgeous locale being home to creatures as vile as the changelings.

No. They weren’t vile. At least, not all of them. That’s what she hoped and what she was going there to find out.

The closer she got, the more pensive she became. Shade might have been different, but the other changelings were still ravenous beasts, from what she had heard anyway. To go in haphazardly would be like a chicken walking into a fox den. But she had no other choice. She had come this far, she wasn’t going to back out now.

Winter stood at the precipice of the Golden Glade, eyeing the trees beyond cautiously, watching for any signs of movement. When she saw none, she took her first step. The amber blades of grass cracked under her hoof, making more noise than she would have liked. This wouldn’t be a problem if she could fly. She was just going to have to be extra careful.

The forest that she was now entering wasn’t really too thick. The slowly darkening sky was still slightly visible through the canopy. It certainly wasn’t as disorienting as the Everfree Forest and she took solace in that. But she was curious about the distinct lack of local inhabitants. From what she had heard, the changeling colony was made up of thousands. How is it she hasn’t seen any yet?

Winter stopped and remained still momentarily to listen to her surroundings. Although she had stopped walking, the sound of dried grass crunching under somepony’s hooves could still be heard. It was shortly accompanied by two distant voices.

Winter’s heart began to race. They were coming and she was just standing out in the open. If they found her, she was as good as dead. Her head shot around, looking for anything she could use to hide herself. All she could see was a nearby bush, not very big, but enough to hide a full grown mare such as herself. She quickly dove behind the bush, wincing as her injured wing batted loosely against the twigs. She hunkered down and peered through the leaves as the pair of voices got closer.

“Are you really gonna eat that thing?”

Two changelings came into view. Winter sighed with both relief and disappointment when she didn’t recognize either of them as Shade. Both were rather nondescript looking, bearing the usual physical traits of a changeling: jet black skin, a curved horn, legs filled with holes, sharp, pointed fangs, and insect-like wings. One of them was carrying an apple with his magic. A particularly unsavory looking apple.

“Why not? Food is food,” the other changeling retorted. “Gotta get what I can.”

“That thing’s gonna make you sick. Leave it for some other poor sucker.”

“And pass up a perfectly good meal? What are you, crazy?”

“That’s nowhere near ‘perfectly good,' and you’re the crazy one for wanting to eat it.”

“You’re just jealous because I found it first.”

“Right, jealous. Because I totally want to vomit my guts up tonight.”

“You’re overreacting. It’s not that bad.”

“Really?” The disapproving changeling took the apple from his companion and preceded to point out the plethora of brown patches all over its skin. There were a lot. “This thing is practically all brown now. One might even mistake it for animal droppings at this point.”

“Alright, maybe you’re right,” the stubborn changeling finally admitted. “But I at least want that feeling of having something in my stomach before I hurl. I haven’t eaten in two days.”

Do the changelings really have it this bad out here? Do they really have to starve themselves just to get one meal every couple of days? Shade lived like this?

“Fine, see if I care. Personally, I’d rather go another day than spend the whole night throwing up, but if you want to torture yourself, go right ahead.”

The hungry changeling eyed the fruit begrudgingly.

“Eh, ya know what? I can hold out a little longer.”

He tossed the apple to the side. It landed directly in the bush Winter had been hiding in, but thankfully, it barely missed her.

“Glad you came to your senses, although watching your guts spill out all over the grass would have been worth a good laugh.”

“There’ll be plenty of food when Queen Chrysalis puts her new plan into action anyway.”


“Are you still on about that? I told you that she was just buying herself time. There is no plan.”

“Oh, so you’re Queen Chrysalis’s confidant now? How do you know, smart guy?”

“Because she hasn’t said anything, duh.”

“Maybe it’s top secret.”

“We spent every waking day since we hatched training for “The Grand Takeover”--which was years, mind you--and you think she wouldn’t tell us about her new plan so we could prepare?”

“Well, uh-”

“Face it, dude, Chrysalis isn’t the leader she was cracked up to be. She may have been good at giving rally speeches and whatnot, but when it came time to actually put her plan into action, she failed miserably. You’re gonna have to come to terms with it: we need a new leader.”

“What!?” the loyal changeling balked. He glanced around to see if any other changelings were nearby that could have heard them. “Are you nuts?!” he whispered. “Even suggesting such a thing is enough for you to be accused of treason!”

The other changeling stared blandly. “So? Someone’s gotta say it if it’s gonna happen.”

“What, are you suggesting that you could be our leader?” the bewildered changeling said sarcastically.

“Of course not. Even I know I’m not good enough to be a leader. But I do know that we need someone better than Chrysalis. That is, unless she can redeem herself.”

“And she will. I guarantee it.”

“Really? Care to place a wager on it?”


“Yeah. If Chrysalis doesn’t come out with a new plan in the next month, you have to split all of the food you find with me, fifty/fifty.”

“Alright, you’re on! Queen Chrysalis won’t let us down.”

“We’ll see.”

Winter pulled her head back from the bush

Things seem to be pretty tense around here since the invasion. I had no idea the changelings lived such hard lives. No wonder they’re so hostile; they’re just desperate for food.

The thought that Shade had to go through all this torment for his entire life was painful for her. She could see why he sought a better life in Ponyville. He was happy there. She was starting to realize that the lies he had told about his life in Las Pegasus weren’t entirely inaccurate.

“Well, what do we have here?”

A voice from behind Winter startled her. A changeling had somehow snuck up on her and now stood over her as she crouched on the ground, smiling with his pointed fangs. Winter scrambled to get away from him, leaping recklessly from her hiding place.


“What the-”

Her panic caught the attention of the two changelings she had been eavesdropping on. A pair of devilish grins creased their fanged lips.

“A pony? Here?

“Hey, looks like you might get your meal after all.”

“Hey, back off!” the changeling that had surprised Winter shouted at the others. “I found her, she’s mine!”

“Don’t be so greedy. There’s plenty to go around. How often do we get a chance to eat a live pony?”


The third changeling thought it over. “Fine, but I get first dibs, got it?”

The two others nodded in agreement before all three began to set upon their prey.

Winter cowered within the triangle formation they had set up. She tried to flee, hopping into the air. She only managed to get a few inches before the pain in her wing caused her to fall right back down. Flying was out of the question and if she tried to run, they would no doubt catch up to her with ease by using their own wings. All she could do was whimper and hope for some miracle to occur.

“Look, she’s scared stiff,” the third changeling chuckled darkly.

“Maybe you should have killed her before she noticed you. A frightened victim’s meat is tougher than one killed before they know what hit ‘em.”

“What are you, some kind of brainiac? Who cares!? It’s a free meal. Takeout delivered straight to our door.”

The trio advanced on her slowly. Fear welled up inside her. She was about to become a feast for three hungry changelings. Winter’s vision started to blur and her mind became unfocused. The voices of her three attackers became muffled and incomprehensible.

Then, there was darkness.

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

Winter’s head throbbed with pain. Did she pass out or was she struck by something? She could feel her heartbeat in her skull. Either way, it hurt.

Her eyes slowly opened, or she thought they did. Had she gone blind? No, the blurry image of her white hoof lay in front of her. Winter blinked repeatedly to try and refocus her vision, not that it was going to do any good; the place was pitch black. Where was she?

She slid her visible hoof across the ground. It was hard and coarse. She lay on a dirty, stone floor. A cavern.

No, no...

Tears began to well up in her eyes.

Not again.

The circumstances were nearly identical: She had been set upon by changelings, rendered unconscious and awoke in a cave. The whole ordeal caused her heart-wrenching memory of the previous night to swarm her mind.

But maybe that was all a dream. Perhaps after she had been knocked out by that female changeling--this "Chamella"--she had merely dreamt what happened afterwards. Shade coming to her rescue, yelling at the other changeling and accidentally revealing himself. Maybe none of that actually happened. It was all a horrible dream. Shade wasn’t a changeling.

But what if he was? What if her dream was some sort of premonition of things to come. She didn’t want to go through that pain again, the pain she felt and the pain she caused him. This time she would set things right. When Shade slipped up and let his secret out, she would accept it. She would look straight into his eyes and hold him close. It didn’t matter to her anymore that he was a changeling, she loved him.

Winter made to stand up. She was weak and still disoriented from her unconscious state and stumbled sideways before losing her balance completely and falling over. A sharp pain tore through her side. Righting herself up, she looked to the source of the pain. Her left wing hung loosely, drooping with her feathers splayed out over the cold, rock floor.

She still retained her injury, the one she received during her "dream." Winter’s hopes had been crushed. She had planned on making things right this time, but it wasn’t a dream. She was in the Changeling Kingdom, captured and imprisoned. But why? Didn’t those three want to eat her? Why was she still alive?

Winter finally managed to secure her footing and stood upright. She needed to escape. She winced as her head throbbed once more. With each painful pulsation of her skull her vision blurred slightly. She was going to need to regain her senses before attempting an escape, especially if she were to be pursued by more changelings.

She took a couple of apprehensive steps. She might as well find an escape route while she recovered. Winter staggered towards where she hoped there was a wall. If she could find a wall, she could trace the perimeter of the room and no doubt find an exit eventually.


Winter stumbled over something, causing her to collapse to the hard, stone floor and send sharp pains through the small bruises on her chest. The object that had tripped her clattered against the ground and rolled to her side. Whatever it was, it didn’t sound like a rock.

Still trying to focus her vision, she stared at the dark outline of the offending object. Moving closer, she prodded it with her hoof. It didn’t feel like a rock either.

Her eyes finally began to adjust to the darkness. A small, white object became visible to her.

Winter shuffled back in horror. A bone. She had tripped over a bone. What was a bone doing here? But it wasn’t just one bone. She looked around the room as far as her limited eyesight would allow. Many bones were strewn all over the place. Ribs, legs, spines...skulls.

Skulls. The revolting truth made itself blatantly apparent. These weren’t the bones of small birds or rodents, these were pony bones. She fought back the urge to vomit. The horror of it all was making her sick to her stomach. Her mind fabricated the stench of decaying flesh, causing her to gag on her breath. How long had they been here? What did this to them? Whatever it was, she seemed destined to share the same fate and end up among the plethora of skeletal remains within this cavern. Unless she could escape.

Winter scrambled to find a way out. She ran in one, nonspecific direction until she collided with a solid wall. After regaining her bearings, she began to trace the wall. She walked for several minutes, but found nothing. She was certain that she had just walked a full lap around the chamber when the bone that she had tripped over came into view again. She sighed in resignation. There was no way out. But there had to be, how else did she get in here? There must have been an entrance that was accessible via flight. A lot of good that did her with a crippled wing.

She trotted back to the center of the room and sat in silence. This was it. She was going to die here. A pony skull on the floor nearby seemed to stare at her, taunting her as if to request her to join them here for eternity. She couldn’t look at it. Just knowing it was there made a lump form in her throat. Was this some kind of cruel torture before the changelings finally decided to make a meal of her?

Her eyes drifted back to the skull. Its shape was somewhat more defined now, clearer, as if something were illuminating it. It seemed to be coated in a very faint, green glow. The glow could be seen on the floor as well. Was the floor glowing? Winter lifted her hoof. The glow remained on top of her leg despite the supposed source being below her. The light must have been coming from...


Winter’s pupils shrunk to the size of pin pricks, an overwhelming sense of fear and dread overtaking her. Lining every single inch of the ceiling were glowing, green egg sacs. The ceiling was absolutely covered with them and inside each and every one, Winter could make out the small shapes of changeling larvae. It was no mystery how all of these bones wound up here. These ponies were the victims of a changeling feeding frenzy. If Winter wasn’t sick before, she definitely was now.

The disgusting cocoons were filled with a viscous, green fluid which was giving off the eerie glow. Winter could see some of the well-developed infants stirring in their artificial wombs. They must have been close to hatching. That’s why she was here. She was meant to be the first meal for the latest batch of newborns. If that were the case, then she could only imagine the grisly scene that would unfold, being torn limb from limb and devoured by ravenous changeling spawn, picking her bones clean of flesh and blood.

Something fell to the ground. She picked up the sound of a small splat from nearby. A dollop of glowing, green goo had dripped to the floor and landed next to her, followed by another, and another. Then, a crack. A steady cracking sound resonated throughout the cavern and was soon accompanied by more and more.

They were hatching.

Winter was panicked. She was frozen in fear with nowhere to run, left to be dinner for these disgusting beasts.

The changeling spawn slowly began opening their soulless, bright blue eyes and began to crawl out of their cocoons. Sickening fluid splattered the floor as their pods were torn open. The larvae clung to the now empty sacs momentarily, flittering their tiny wings to dry them.

The deafening sound of buzzing changelings reverberated through the cavern. Winter made an effort to slowly back away, hoping that they wouldn’t see her.

A loud and abrupt snapping noise echoed through the cavern. Winter froze. Her rear hoof had come down on a small bone, breaking it in two. The room became disturbingly quiet. Hundreds of luminous, blue eyes were now suddenly on her. One changeling let go of its pod and fell a short distance before catching itself with its furiously beating wings. The rest followed suit. The constant drone of their wings physically hurt Winter’s ears.

Without warning, the larvae suddenly made a beeline straight for her, baring their sharp, tiny fangs. Winter braced herself for the excruciating pain of flesh being torn from bone, shutting her eyes tight. She could only hope her death came swiftly.

But the sound she heard was not that of teeth penetrating skin, but a soft thump. The odd noise made Winter open her eyes. The larvae were less than a meter away from her, but they kept their distance. Between herself and the swarm was a green barrier, preventing the spawn from getting to her. Several of the infants tried futilely to break through, bouncing off of it harmlessly. A few of them fell to the ground, having injured their frail, newborn bodies.


Winter’s head spun around at the sound of the familiar voice. There, standing in an open tunnel just a few feet from the ground, his horn aglow with green magic, was a white-coated, blue-maned unicorn, the one she had come here searching for.


Winter was elated. Never in her life had she been so happy to see him.

Another changeling rammed the barrier, causing a fine crack to appear.

“Hurry! My barrier can’t hold up much longer! Run!”

Heeding his words, Winter sprinted to his location. Having left the field of magical energy, the changeling swarm gave chase. Shade did his best to keep the barrier around the pegasus as she ran, barely saving her from a few infants that had gotten a little too close for comfort, but adding more cracks to the magical surface. Winter stopped just below the entrance Shade stood in. It was just above her head, she had missed it during her pass around the room.

“Here, grab on!” Shade extended a hoof down to her.

Winter chanced a glance behind her only to see the swarm of larvae mere inches away. Shade’s horn glowed furiously, expanding the shield over the both of them. The constant barrage of tackles caused the cracks to expand, creating a web of damage along its surface. She hurriedly reached up and grabbed his hoof, kicking her hind legs against the wall in a clumsy attempt to scale it. The unicorn pulled her up with all his might, but there was no time to rest.

With one final impact, the barrier shattered.

The pair began their escape, an army of hungry changelings on their tails. They ran through corridor after twisted corridor, Winter following Shade’s lead all the while. The further they got, the quieter the buzzing of wings became. Either they were losing them or they were steadily giving up.

Finally, a light came into view. The two ran outside and didn’t stop. The warm rays of the morning sun acted as a beacon of hope for Winter. She turned to look at the pony--no, the changeling next to her and smiled. She was so happy to see him again.

They were out and they were safe. Winter relished the feeling of fresh, dew-covered grass under her hooves. Both of them were exhausted. They sat down to catch their breath. Shade was the first to speak.

“Winter, what are doing h-”

She was cut off as the pegasus suddenly flung herself at him, wrapping her hooves around him and crying tears of joy and relief.

“I’m sorry, I’m sorry, I’m sorry, I’m sooooooo sorry!” Winter bawled into his coat.

“Hey, take it easy there,” Shade said, smiling.

Winter pulled herself away from him, sniffing and wiping the tears from her eyes. “Can you ever forgive me?”

“For what?” Shade asked, confused. “I think I should be the one apologizing to you.”

“But you already did. I didn’t mean those things I said to you back in the Everfree Forest. I was just...shocked. I didn’t know how else to react.”

Shade lowered his gaze. “That’s exactly why I didn’t want anypony to find out. I knew that’s how they would react.”

“And I understand.”

Shade looked at her in disbelief. “You...do?”

“Yes.” She gave him a warm smile. “I don’t care that you’re a changeling, Shade. I remember all the things we did together and when you tried to remind me of those things, I could see the sincerity in your eyes. But...” Winter’s smile faded. “I came here because...I still have doubts. So, I need to hear you say it.”

“Say what?”

“I want you to look me straight in the eye and tell me that you love me.”

Shade placed his hooves on her shoulders. Their gazes met one another. She found it hard not to become entranced by his deep, emerald eyes.

“Winter. I love you. I always have and I always will.”

She felt her heart skip a beat. She could feel his emotion rolling over her body like a tidal wave. Winter leaned in and hugged him again.

“I love you too,” she sniffed. “I’m sorry I ever doubted you.”

Winter stared at her lover. Even if the face she was looking at wasn’t his real face, it was still the one she fell in love with. His soft smile and caring gaze told her for certain.

“I thought about what you said, Shade. About how two things that have no right being together can exist in perfect harmony.”

Winter reached a hoof to clasp the diamond around her neck. But all she felt was fur. She looked down to see that nothing was there.

“My necklace!”

“Your necklace?”

“The necklace you gave me! It’s gone!” Winter panicked, looking around frantically. “I-It must’ve fallen off at some point. When I fell after spraining my wing or when those changelings knocked me out or when I was running from the swarm...” She looked up at Shade with deep sadness in her eyes. “I-I lost it. I’m so sorry. That necklace was a symbol of our love and our relationship. How could I be so careless?!”

“Hey!” Shade grabbed her and halted her sobbing. “Nevermind that. It was just a piece of jewelry. Your life is more valuable than that. You’re safe, that’s all that matters.”

Winter sniffed. “You’re right. I still feel bad though.”

“Don’t worry about it.” Shade stood up, reaching his hoof out to prompt Winter to do the same. “Come on, let’s go home.”

She smiled at him, took his hoof and began the trek back home, walking beside him the whole time. As they walked, Winter looked at her partner curiously.

“Shade, how did you know I was in the Golden Glade?”

Shade stared blankly at her. “The what?”

“The Golden Glade. You know, where the changelings live.”

“Is that what ponies call it? We just call it the Changeling Kingdom.”

“Oh. Well, anyway, how did you know?”

“Simple really. I heard a couple of changelings talking about a pony that showed up there and I only knew one pony who would be stupid enough to come all the way out here.”

“Hey!” Winter playfully jabbed him in the shoulder.

“Anyway, they were going to eat it, but they were caught by one of Chrysalis’s guards.”

“Caught? Are you not allowed to eat ponies?” She wished she hadn’t made that question sound like it was directed at him.

“No, we are, but it was about time for some of the larvae to hatch, so there needed to be food readily available for the newborns. They’re pretty scary little things, even for us. They act purely on instinct, having no real free will or sentience until they mature. All they think about is food. You were just in the wrong place at the wrong time.”

“If you ask me, I was in the wrong place at the right time. Otherwise, those three changelings would have eaten me and you wouldn’t have been able to save me.”

“Yeah, I guess you’re right,” he chuckled. “I’m just glad I found the right nursery. Even changelings can get lost in those caves sometimes.”

“I suppose Lady Luck was with me today then,” the pegasus laughed. Her smile vanished and she looked at him again with morbid curiosity. “Shade?”


“Can you show me?”

Shade tilted his head. “Show you what?”

“The real you. Your changeling form. I want to see it.”

Shade turned and faced forward, his expression adamant. “I can’t.”

“You can’t? Is something wrong with your magic?”

“Well, it’s not that I can’t, it’s that I won’t.”

She looked disappointed. “Why not?”

“Winter, the whole reason I left the Changeling Kingdom was because I was tired of what the changelings were and what they did. I don’t want to be associated with them anymore. I want to be around ponies, I want to live with ponies, I want to be a pony.” He looked at her with soft eyes. “I want to be with a pony. I know it’s asking a lot, but I’d like you to forget that I’m a changeling. That’s not who I am anymore.”

Winter stared at the grass. “Oh. I’m sorry, I didn’t know you felt so strongly about it.”

Shade raised a sudden concern. “You didn’t...tell anypony, did you?”

She shook her head. “I was too grief-stricken and inconsolable to talk to anypony. Nopony even knows where I am right now.”

Shade breathed a sigh of relief. “Good.”

“I won’t tell anypony if you really don’t want me to. Your secret is safe with me.” She smiled sincerely at him.

“Thanks. I appreciate that. Maybe I’ll tell them someday, just not right now. I saw how you reacted. I can only imagine how the others would take it.”

“They won’t find out until you’re rea--ow!” Winter placed a hoof on her head and bent over in pain.

“Are you okay?” Shade asked, helping her keep her balance.

Winter slowly regained her composure. “Y-Yeah, my head hurts is all. I think those changelings must have knocked me out. But now that I think about, my wing’s not so good either.”

“We should get you home fast. You might have a concussion.” Shade bent down on his knees. “Here.”

“What are you doing?”

“I’m going to carry you back. I don’t want you collapsing on the way home.”

Winter was hesitant at first, but knew that if she ended up passing out she would only become a burden to Shade. Reluctantly, she climbed onto his back. Once she was secured, Shade set off for Ponyville.

The pegasus took comfort in his care and concern for her well being. She snuggled into the back of his neck, letting his short, blue mane act as a pillow for her throbbing head.


He turned to look at her with a warm smile. "Yeah?".

“Thanks for saving me.”

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

Ponyville. Winter was so glad to be home with Shade by her side. She had feared that she would have to return without him because of the emotional turmoil they had both gone through or even not return at all. Winter didn’t talk much on the way back. She was exhausted, injured and just happy to be with him again. She didn’t need to say anything.

When they got into town, Winter hopped off of Shade’s back, confident that she could make the rest of the trip herself. Of course, Shade protested, but she insisted until he gave in. Her wing was still limp and her head still throbbed. They were going to have to make another stop before they went home and Shade made sure to remind her every now and then no matter how much she said she was fine.

The pair of ponies noticed another pair headed their way; one with a very distinct, rainbow mane and the other with her signature stetson.

“Winter, there you are!” Rainbow Dash called out as she galloped to her co-worker. “I’ve been looking all over for-” The cyan pegasus finally took notice of the white unicorn. A scowl appeared on her face. “Oh, you’re back,” she said blandly.

Shade felt insulted by her tone. “What’s that supposed to mean?”

“Don’t play dumb wi’t us, city slicker,” Applejack joined in “We know ya did somethin’ ta Winter. Somethin’ rotten. Now spill. Whaddya do to her?”

Winter pushed herself between the three ponies. “Wait a minute here, girls, calm down!”

“Don’t try and stick up for this slime ball. Whatever he did to make you cry like that, we’re gonna make sure he pays for it.” Rainbow Dash stomped her hoof and took a step forward.

“Look, it’s no big deal,” Winter explained. “Yes, something happened, but it’s behind us now. Everything’s resolved.”

We’ll be that judges o’ that.” Applejack tipped her hat forward. “What happened with you two?”

“Listen, no offense, but it’s not really any of your business, okay?” Winter turned to Shade. She could see a hint of worry on his face. “Shade apologized, I forgave him and everything’s fine.”

Applejack and Rainbow Dash looked at each, sharing glances of skepticism. The earth pony turned to Shade. “Fine. Jus’ make sure it don’t happen again, comprende? Ah got mah eye on you, buster.”

“Hold up.” Rainbow Dash stepped to Winter’s side. “What’s wrong with your wing?”

“Oh, I sprained it.” Winter tried to lift her wing, but found it still hurt to do so.

“Oh, I get it.” The cyan pegasus shot an angry glare at Shade. “This is what you did, huh!? She wouldn’t give in to your...’demands,’ so you had to get violent.”

“Are you insane?” Shade shot back. “Do you really think I would do something so despicable?”

“Honest, Rainbow, I hurt it when I was flying. Shade had nothing to do with--ow!”

“Wha’s wrong?” Applejack asked the pained pegasus.

“Ugh, my head hurts a little too. I must’ve hit it when I...uh...fell after spraining my wing.” Of course she had to lie. She couldn’t tell them what actually happened or they would find out about Shade’s secret. She wasn’t about to break her promise already.

“Speaking of which, we need to get going,” Shade interrupted. “Winter needs to get to the hospital. So if you would kindly step aside.”

The two disgruntled mares made a path for Shade and Winter begrudgingly. Right now they were more concerned about Winter’s health than trying to interrogate Shade.


The unicorn turned to the farm pony.

“Don’t you dare hurt her again--physically or emotionally--or ya’ll’ll have me ta deal wit'.”

Shade set his sight back onto his path, trying not to pay any attention to Applejack’s threat. Once they were out of earshot, Winter spoke up.

“I’m sorry, Shade,” she said, lowering her head.

Shade cast a sideways glance. “For what?”

“They’re both suspicious now. They know something’s up. If they find out then it’ll be all my fault because Rainbow Dash saw me crying.”

“I don’t think we need to worry. As long as I keep up appearances and go about my daily life like normal, then there won’t be anything for them to suspect, right?”

Winter could see the steadfast look in his eyes. “You seem pretty confident about this.”

“I’ve made it a whole month, no reason I can’t keep going.” He gave her a reassuring smile which she happily returned, her worries alleviated.

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

Their trip to the hospital resulted in some perplexing information. On the one hoof, Winter was right; her wing was indeed sprained. The doctor wrapped her injured appendage and hung it in a sling, recommending--much to her dismay, but she knew it was coming--that she remain grounded for a few days. Pegasi never liked to be stripped of their flight, it was like taking away their freedom. They’d almost rather be thrown in an enclosed room for an extended period of time. At least then they would be able to stretch their wings. On the other hoof, however, was the news about her headaches. The doctor informed her that, while she did have a bump on her head, it was nothing serious. It shouldn’t have been bad enough to cause recurring headaches though. He recommended that she get some rest and, if the headaches persisted in the morning, make an appointment at the hospital for further diagnostics.

Even if she was a little worse for wear, Winter was just happy to be back home. She had spent the whole day traveling to the Golden Glade, being ambushed by changelings, getting chased by a swarm of hungry infants, walking--not flying--home and using her last few hours of daylight in the hospital. She was ready to pack it in.

At least things could finally get back to normal, even if she now lived with the knowledge that her boyfriend was a changeling. The thought actually made her want to laugh. She was dating a changeling. It wasn’t really a big deal since Shade wanted to be as pony-like as possible, but it was still bizarre in a funny way. And a little exotic. Sure, there were ponies out there who had been fooled or were being fooled by changelings, but she may have been the first pony to ever legitimately date one. That will certainly be a newsworthy story when Shade finally decides to let his secret out.

Shade pulled back the sheets on the bed, allowing Winter to hop up and make herself comfortable. She was a little giddy to know that, in her injured state, Shade may have to wait on her horn and hoof, not to mention getting a few days off from work. Maybe she was getting a little too enthusiastic. A sprained wing wasn’t really going to affect anything in her life other than her job, but she knew how caring Shade was and knew he’d want to do anything possible to ensure her comfort.

Winter rolled onto her right side. It disheartened her to know that she wouldn’t be able to snuggle with Shade from this side. The left side of the bed was where she usually slept with Shade on the right, but tonight, and for the next few days, she’ll have to sleep turned away from him. They could switch sides, but cuddling was probably not a good idea anyway. All Shade would have to do is wrap his hoof around her to squeeze her hurt wing, jostling her from a deep and pleasant slumber with a jolt of sharp pain. Separation was something she was going to have to tolerate. It would make the activity all the more enjoyable when the bandages finally came off. Absence makes the heart grow fonder, as they say.

“You get cozy, Winter, I’ll be there in a sec.”

Winter nodded in acknowledgement. “Don’t take too long,” she smiled coyly.

Shade disappeared into the bathroom. The sound of running water reminded Winter of the rain she loved so much, though she may never think of it quite the same way again. It was during a storm that Chamella had shown up and attacked her. Would she try it again? No, not likely. Despite the fact that she was able to imprison Winter rather effortlessly, Chamella seemed like a rather meek changeling; she cowered when Shade had yelled at her. Some of the things he had said to her stuck in Winter’s mind. Did Shade really consider her to be like family? Did changelings have families? If his story about life in Las Pegasus that he made up was anywhere close to the truth, then the answer was probably no. Now she felt bad. The one good relationship that Shade had had as a changeling was now in complete ruin. Of course she had brought it on herself, but it was still sad. Winter could only imagine what Chamella was going through.

The sound of the tap water running began to fade from her ears. Winter’s eyelids started to fall and she let out a long yawn. After everything she had been through today, staying awake was proving to be a trial she couldn’t endure, especially considering that she had gotten hardly any sleep the previous night due to her crying.

Shade exited the bathroom to see a peacefully dozing pegasus huddled up under the bedsheets, snoring quietly. He took a moment to examine himself in the nearby mirror on Winter’s vanity, looking over his mane and brushing off his pristine, white coat. Winter moaned almost inaudibly and pulled the covers closer to herself. Shade watched her through her reflection in the mirror as she wriggled under the blankets.

She was completely oblivious. Shade chuckled inwardly to himself, a malicious grin forming on his lips.

“Sleep tight, my little love bug.

Chapter 10: Interchange

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 10: Interchange


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

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

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


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

...a monster.

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

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

“Hate to say I told you so.”

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

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

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

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

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

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

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

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

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

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

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

Shade narrowed his eyes. “What?”

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

“What are you talking about?”

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

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

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

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

“Wait a minute. So, you’re saying...”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Then, his cravings.

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

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

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

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

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

It was time to give up.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A pegasus mare? It couldn’t be...

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

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

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

It might already be too late.

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

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

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

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

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

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

Shade felt his chest tighten and eyes become moist.


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

Her necklace. She was here.

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

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

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


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

She’s alive.

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

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

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

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


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

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

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

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

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

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

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

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

“But it wasn’t a changeling I saw.”

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

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

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

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

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

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

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

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

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

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


“What?! You don’t really think he...”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

What things? What did Guise say?

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

From outside, Shade could hear every word.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“What’s that supposed to mean?”

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

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

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

“You...You monster!” Shade snapped.

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

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

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

“You’re bluffing.”

“Am I?”

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

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

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

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

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

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

“You’re insane.”

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

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

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

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

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

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

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

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

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

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

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

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

Guise smirked victoriously. “Try me.”

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

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

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

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

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

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

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

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

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

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

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

Chapter 11: Changing the Tide

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 11: Changing the Tides


Twilight Sparkle stared at the clock on the wall. It was already after midnight. Once more her studies yielded no results on her research into changelings. She was tempted to concede to Rarity’s advice and just stop so she could get some sleep for once; it’s been several days since she had actually gone to bed at a reasonable hour.

She closed her open book of Equestrian History and yawned deeply. She wasn’t expecting to get much sleep anyway, even considering how tired she was. There were too many things on her mind, she felt she would be wasting perfectly good time snoozing when she could be studying.

I can’t believe that even the Royal Archives didn’t have anything about changelings. Why aren’t they mentioned in any books at all? Their such an enigmatic race, somepony must have been curious enough to try and learn something.

Twilight sighed. Just pondering it wasn’t going to answer any questions. She decided that, first thing tomorrow, she would head to Canterlot and see if she could get the Princess to tell her anything about them. Any information would have been helpful.

She was just about to head to bed when she heard a knock on the front door.

Great, when I finally decide to go to bed early, I get a distraction.

She contemplated just ignoring it. It was late anyway, technically the library was closed for the day. But her better judgment convinced her otherwise. Nopony would come at this hour if it weren’t something urgent.

Reluctantly, she answered the door and immediately took several steps backwards. Confusion and fear danced in her head at who was standing there. No, not who: What. A changeling, with a navy blue mane and deep, jade eyes. She wanted to study changelings, but this was a little too hooves on for her tastes.

“A-A changeling?! Here?!” Twilight pushed her fear aside for the moment, trying not to show signs of weakness. There was only one, she and her friends took on a whole swarm together, surely she could handle one. She positioned herself in a defensive stance, ready at a moment’s notice to launch a bolt of magic at the intruder. “I knew it. I knew Chrysalis was going to attack again. Well, I’ve been preparing for this,” she bluffed, knowing full well that she had learned absolutely nothing.

“Calm down,” the changeling said, remaining outside in the dark. “This has nothing to do with Chrysalis. I need to talk to you, Twilight.”

The unicorn arched an eyebrow. “How do you know my name?”

The changeling took a deep breath. The truth was finally going to come out. “It’s me, Twilight. Shade.”

Twilight’s eyebrow remained raised. “That’s it? That’s your lie? You know, you could have at least disguised yourself if you planned on impersonating somepony. You must be the worst changeling ever.”

Shade actually felt that was more of a compliment than anything else.

“It’s the truth, Twilight, it’s really me. Please, you have to believe me,” he pleaded, taking a step inside.

Twilight took another step back. “Believe a changeling? Look, I may not know much about all of you, but I know enough to know that you can’t be trusted.”

Shade felt a stab at his chest. Yet another pony who reacted exactly as Guise had predicted. “Can you at least hear me out first before you pass judgment?”

“You have an excuse prepared? Fine, let’s hear it.” Twilight felt confident that this changeling would be no match for her superior magic, so she was interested in finding out just what his game was.

“The ‘Shade’ you’ve seen walking around here for the past couple of days isn’t the real Shade, I am,” he began. “The other one is another changeling who is just out to steal love from Winter Maple to become more powerful.”

“Okay, so, hypothetically, let’s say you are the real Shade, wouldn’t you be doing the exact same thing as the other changeling?” Twilight retorted.

“No. I never had any intention to use Winter like that. I love her and I’m worried about her.”

Now Twilight was really skeptical. “You love her? Are changelings even capable of that?” Even though she sounded like she was insulting him, she was genuinely curious. “Anyway, if you’re the real Shade, then where’s the real real Shade?”

Shade was confused by her question. “I don’t follow.”

“If you’re a changeling and the other Shade out there is a changeling, then where’s the real pony Shade?”

He hung his head as he remembered the fate of the "real Shade," though technically his name probably wasn’t the same. “He doesn’t exist.”

“What?” Twilight was totally perplexed. “What do you mean ‘doesn’t exist’?"

“I’ve been Shade the whole time. From the moment I arrived in town and Pinkie Pie introduced me to you. That pony was me. A changeling was living with you all that time.”

Twilight took a moment to process the information. “That’s preposterous. I might not know much about changelings, but I think I’d be able to discern them from a real pony if one was living right under my nose for a month.”

“Just think about it for a minute, Twilight.”

“Think about what?” Twilight looked into the changeling’s eyes. There was something familiar about the them, like she had seen them before. An image of Shade’s face flashed in her mind. “Wait a minute...” She harkened back to her conversation with him a while back, about how his magic reminded her of changelings.

“Green magic...?” Her eyes widened in realization. “No way. That can’t be right.” Twilight shook her head. “You’re trying to trick me. It’s just a coincidence, that’s all.”

“It’s not a coincidence, Twilight,” Shade argued. “I can prove to you that I really am Shade.”

“And how do you plan to do that?”

“With this.” Shade held aloft the jewelry hanging around his neck, showing it clearly to Twilight.

“That’s...Winter’s necklace. But how did you--”

“She came looking for me in the Changeling Kingdom--or the Golden Glade as you call it. She must have dropped it at some point.” Shade gazed wistfully at the gem, hoping deeply that he could find some way to set things right again.

“If that’s the case, then any changeling could have found it. It doesn’t prove anything,” Twilight retorted.

Shade furrowed his brow. There had to be another way to convince her. He glanced around the room for something he could use. A piece of parchment paper on a nearby desk caught his eye and he walked over to it and grabbed it with his magic.

“Hey! Put that down, that’s private!”

Shade looked over the scroll. “Another letter to Princess Celestia.”

“So? What about it?”

Shade began to read off what was written.

“Dear Princess Celestia,

Sorry I haven’t submitted any reports on the magic of friendship lately, but I thought I’d send a letter to you anyway to let you know how I’m doing. I’ve been pretty caught up in my studies recently and it’s starting to affect my sleep schedule. I was thinking of paying Canterlot another visit soon. I was already there a couple of days ago, but apparently you were busy so we didn’t get to meet up. I hope next time we can get together and talk a little, you know, so you can tell me how things have been going at the palace lately. I also have some questions I’d like to ask regarding my studies as well.

Hope to see you soon,

Your faithful student,

Twilight Sparkle

P.S. Spike says 'hi’

Shade placed the parchment back onto the desk as it was. Twilight looked at the changeling with a quizzical expression.

“What was that supposed to prove?” she asked with mild frustration.

“Twilight, the studies you mentioned in the letter, they involve changelings, right?”

“...Yeah,” she answered, raising an eyebrow. “So wha--wait, how did you know that?”

Shade ignored her question. “Let me tell you an interesting fact about changelings: they can’t read.”

Twilight mulled that over for a second. “Okay, so they can’t read, big dea--” She paused, staring at Shade in total bewilderment. “Wait, if changelings can’t read, then how did you--”

“Because you taught me how to read, Twilight,” Shade answered, looking her straight in the eye. “Didn’t you find it strange that a grown stallion was completely illiterate? It’s because changelings have no schools where they can learn and no connections to pony society that they can use as a reference. It’s reasons like this that most changelings are usually found out when they impersonate somepony.”

Twilight was still trying to wrap her head around all of this. “Then how come nopony found you out?”

“Because I wasn’t trying to be a changeling. I was trying to be a pony. I wanted to learn to read because it would help me become more like a real pony. It’s the same reason why I got a job, friends...a girlfriend...” Shade’s mind drifted back to Winter and her predicament. “Do you believe me now, Twilight?”

Twilight was at a loss for words. Certainly this changeling could have gotten all of this information from the real Shade, but would it really be worth all of this trouble? What could he possibly be planning where he would just waltz up to her front door without so much as a disguise? Either he really was the worst changeling ever...or he was telling the truth.

“This is really confusing.” Twilight placed a hoof on her temple as her brain fought to decide what to believe.

“I know. And I don’t expect you to totally believe me just because of what I am, but can you at least help? If not for my sake, then for Winter’s. She’s in serious trouble and if we don’t do something soon, all of Equestria could be in jeopardy. And in the end, if you still aren’t convinced...” Shade let out a apprehensive breath. “...then I’ll go back to the Changeling Kingdom without a fuss.”

Twilight shut her eyes in thought. “Mmmm...Fine, okay, I’ll help you. But if I find out you’re lying, I’m going straight to the Princess about this.”

Shade nodded. “Fair enough.”

“So, what’s the plan anyway? Do you have something in mind to deal with this other changeling?”

He thought back to search his memory for anything that could give him some idea as to what to do. “Hmm...Yeah, I think I got something.” He glanced up at Twilight. “Do you remember that spell you used to help fight the changelings back in Canterlot?”

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

For the average pony, it was a day like every other day in Ponyville. Get up, go to work, go to school, tend to your garden, talk and play with friends. They were all completely oblivious to the plot that was unfolding right on their doorstep.

Winter remained slightly distant from her boyfriend as they walked to the market. Shade had been acting strangely lately; more aggressive, more...cold. And he wasn’t nearly as affectionate with her since they got back from the Golden Glade. Not only that, but he seemed to be having difficulty with trivial tasks like using an oven or microwave. Even his reading lessons appeared to be losing their effect as words were beginning to confuse him despite how far he’d come. And something about his eyes seemed different. She had seen the stallion she loved in those eyes when they were reunited, but now they looked less gentle and more...imposing, walking with a steely gaze focused on his path. She was worried about him. She needed to know to what was going on.

“Shade?” Winter asked apprehensively. “Have you been feeling okay recently?”

His focus was broken and he lapsed into his usual friendly demeanor. “Huh? Yeah, fine. Why do you ask?”

Winter swallowed. She didn’t want to make it sound like she thought he’d been acting like a jerk or anything. “Well, you’ve been behaving kind of...oddly lately.”

Shade furrowed his brow almost unnoticeably. “Really?” he replied flatly.

“I was just wondering, if there’s something on your mind, we could talk about--ow!” Winter stopped walking and placed a hoof against her head.

Shade was grinning slightly, but his expression shifted to concern as he stood at Winter’s side. “Those headaches are still bothering you?”

The pegasus shook it off. “Yeah...”

Her wing had healed up nicely, but every now and then her headaches would come back. She’d visited the doctor several times in the last few days, but no matter what kinds of tests they ran, nopony could figure out what was causing them. She was beginning to get seriously worried for her health. Had those changelings done something to her that modern medicine couldn’t detect or cure?

“Do you want to go home and lie down? I can take care of the shopping if you want,” Shade offered.

“There’s not much point,” Winter sighed. “Rest isn’t gonna help or I’d be better by now.”

Shade remained close to her as they continued towards the market. Winter hadn’t noticed the extremely faint, green glow around his horn or the small smile of satisfaction on his lips.

The two caught the sound of galloping hoofsteps behind them. At first, they passed it off as a couple of foals just playing tag or something, but the sprinting ponies came to a halt some distance behind them and called out.


The white stallion let out an exasperated sigh. Turning around, he saw exactly who he thought it was: Shade, the real Shade, accompanied by Twilight Sparkle.

The imposter pony was puzzled as to how and why Shade would be with one of the Elements of Harmony without a disguise, and in the middle of town where everypony could see him.

Winter stared blankly at the changeling standing there, then looked at the stallion beside her and blinked. “Shade?” she directed towards the changeling.

Guise shot a panicked look at the pegasus and quickly set his horn aglow. Winter winced in pain, squeezing her eyes shut. When she lifted her head again, her expression became blank and emotionless, her eyes losing their usual amber and glowing a soft green.

“I thought I told you I didn’t want to see you around here again,” the imposter reiterated to the changeling through clenched teeth.

“Did you think I was going to just give up on Winter?” the real Shade retorted.

“Didn’t I tell you what would happen if you tried to interfere again?”

Shade looked around. The many passing ponies stared in confusion and fear at the changeling standing in the middle of town, out in the open. A crowd was starting to form in the area, whispers and mumbles passing from ear to ear.

“In front of all these ponies? You’d need some guts for that,” Shade taunted.

“Just leave before somepony gets hurt,” the fake threatened.

Shade stood his ground. “Not gonna happen. Twilight.” He turned to the violet unicorn, giving her the signal.

“You better be right about this,” she warned.

Twilight fired a quick bolt of magic from her horn towards the unicorn stallion some distance away. The imposter couldn’t react quickly enough to erect a shield and the burst struck him dead center in the chest. The force of the impact sent him skidding back several feet and his disguise was instantly shredded like paper leaving him standing, exposed, to the bewildered residents of Ponyville.

“Another one?”

“It’s another changeling!”

“Where are they coming from?”

“Shade was a changeling?”

“Is there another invasion going on?”

Twilight stared in disbelief at what she was seeing. “So he was telling the truth.”

Guise whipped his head around in a panic, now realizing that his secret was out. He looked back to the other changeling, glaring at him with intense hatred.

“You! Look what you did! You ruined everything!” Guise shouted in rage.

Shade showed no sign of satisfaction in his success to stop Guise’s plan. “It’s over, Guise. Now everypony knows you’re a fake. You can’t keep going like this. Just give up and go home.”

Guise growled through tightly clenched teeth. He was furious. All his hard work brought to ruin in an instant because he let his guard down for a moment. “It’s not over!” he yelled. “I may have been found out here, but I can just take my battery here and hightail it to someplace where nopony will find me, biding my time until I get the power I need!” Guise allowed himself to calm down a bit, but venom still oozed from his voice. “I should have killed you when I had the chance. Well I’m not about to let the opportunity slip by this time. I’m getting out of here right after I kill you!”

“Go ahead and try,” Shade goaded. “Even with all the power you have now, I doubt you would be a match for all the ponies gathered here right now.”

Guise’s eyes shot around the crowd. Power was one thing, but numbers were another. He knew he wouldn’t stand a chance with these odds. “Fine, then if I can’t get away with it, I can at least take satisfaction in knowing I got to see you dead before I was caught!”

The red-eyed changeling lowered his head, his horn glowing brightly. A burst of green magic shot forth and screeched toward Shade who braced himself for the impact.


A familiar voice entered his ears, immediately followed by a powerful explosion just a few feet in front of him. A figure had charged into the path of the projectile, absorbing the impact in place of Shade. The figure was blasted backwards towards him and Shade barely managed to catch her mid-flight. He looked down in horror at the scorched and wounded form of his childhood friend.


Chamella coughed and opened her eyes, looking up at Shade. “Are you okay?” she asked weakly.

“You idiot,” Shade scolded quietly. “What were you thinking?”

“I didn’t want to see you get hurt anymore. I figured it would be better me than you.” She tried to laugh, but only managed to hack out a cough. “I guess love can make you do crazy things sometimes.” She smiled.

“Dammit, Chamella, I told you to stay home,” Shade said shakily, fighting back his tears. “Why would you do something so stupid?”

Chamella lifted a singed hoof and placed it softly on his cheek. “Because I want you to be happy.”

Shade was at a loss for words. He stared at her with his mouth open trying to come up with something to say. “How long have you felt this way?”

“I’m not entirely sure, a long time probably, but I only really realized it after you left. I missed you so much. I wanted you to come back so I could be with you again. I know you don’t love me the way I love you, but that doesn’t mean I don’t want you to do what makes you happy. If being with Winter is what makes you happy, then that’s what you should do. And I’ll gladly do anything I can to help, even if it means sacrificing my life.”

“Don’t say something like that,” Shade said with deep concern.

“At the very least, consider it my way of apologizing for causing all of this. You wouldn’t be in this situation if it weren’t for me. So, I’m sorry.”

Chamella’s eyes drifted shut. Shade felt a tear run down his cheek.

“Shade?” Twilight pensively stepped over to him as he held his friend in his hooves.

Chamella’s chest rose and fell gently and the quiet sound of her breath could be heard over the deafening silence in the town square.

Twilight breathed a sigh of relief. “She’s alive, thank goodness.”

Guise had watched the whole scene unfold. “Stupid girl. Why do you have to play the martyr? If you had just stayed out of the way you wouldn’t have gotten hurt.”

Shade shot an icy glare at Guise. “Twilight, take care of Chamella,” he ordered flatly.

Twilight acknowledged him with a nod, lifting Chamella a short distance away and gently placing her on the ground. A small group of curious ponies gathered around to investigate the unconscious changeling.

“Do you see what you did, Guise!?” Shade shouted angrily. “She was innocent, yet you allowed her to get caught up in the crossfire!”

“And how is that my fault?” the antagonistic changeling shot back. “How was I supposed to know she’d show up out of nowhere and do something stupid like that? Why should I care anyway, she’s your friend. But just so nothing gets in our way again...”

Guise’s horn shone a brilliant green and emitted a field of energy outward. The barrier passed straight through Shade, but any other ponies unfortunate enough to be standing too close--Winter and Twilight included--were violently shoved back, forcing the crowd to take up a circle around the newly formed arena.

“There. Now, no more interruptions. Happy?”

Shade stared down his former friend. He almost couldn’t believe he was in this situation right now. One of his oldest friends, someone he’s known since he was just a hatchling, was now trying to kill him. And for what? Power?

Outside the shield, Twilight observed the staredown between the two changelings.

“What exactly is going on here?” she whispered to herself.


The unicorn turned her head. Her five friends and fellow Bearers of the Elements of Harmony approached her, gazing in awe at the scene before them.

“What’s goin’ on here?” Applejack asked. “Is that changelin’ who Ah think it is?”

Twilight nodded slowly. “Yeah.” She turned her gaze back to the barrier. “It’s Shade.”

“And the other two?” asked Rainbow Dash.

The violet mare shrugged her shoulders. “Old friends from what I can gather. I’m not entirely sure.”

Rarity raised a hoof to her mouth. “Oh my. So, he was a changeling this whole time? How could we not have noticed?”

The mares’ attention returned to the two changelings behind the barrier when they heard Guise speak.

“Nopony’s gonna save you now, Shade. As long as we’re the only ones in here, you’re as good as dead.”

Guise lit up his horn once more as he prepared to launch another bolt of magic at Shade. At the speed that he could fire them, there was no way he could dodge it. All he could do was set up a personal shield and hope that it would at least soften the impact.

Guise’s projectile tore across the ground and collided with Shade’s last-second barrier. To the surprise of both changelings, Shade was completely unharmed.

“What the-?!” Guise stared befuddled by his still-standing opponent. “How did you block that?!”

Shade was equally confused, looking himself over for any scratches or burns he may have suffered, but found none. How was it his shield proved utterly ineffective last night, but today it held up perfectly?

Shade turned around and looked to Twilight as if to expect an explanation, but was distracted by a pair of weak, pink eyes looking back at him. Chamella propped herself up slightly to show she was okay and gave Shade a reassuring smile.

No way. It can’t be...

“What could you have possibly done in the past night to become that strong?!” Guise continued to demand, “What gave you that power?!”

Shade turned back to his opponent, confident in his answer. “Love.”

Guise cast a blank stare. “What?”

“Love, Guise,” Shade reiterated.

Guise placed a hoof against the bridge of his nose and sighed. “In case you haven’t noticed, Shade,” he said, gesturing behind himself to an entranced pegasus outside the shield, “I am currently in control of your love source. Where can you possibly be getting more from?”

“Her,” Shade said, pointing to Chamella. Chamella pointed a hoof at herself in confusion.

Guise gave Shade a half-lidded stare. “You must be joking. Changelings can’t draw love from other changelings, you idiot.”

“And I suppose you’d know, would you?” Shade waited for his response to his rhetorical question. When he didn’t receive one, he continued. “Who’s to say we can’t absorb love from other changelings? Has anyone ever bothered to search for love within the colony? Mating has always been an exercise in procreation and never a show of affection for changelings.”

“Then why didn’t you have this power last night? You don’t just instantly become powerful like that.”

“Honestly, I don’t know. Maybe it’s because Chamella wasn’t there. But when you think about it, all this makes sense.”

Guise arched an eyebrow. “What are you talking about? What makes sense?”

“Haven’t you ever wondered why Chrysalis is our leader? It’s because she’s stronger than the rest of us. And the only reason she’s stronger is because she has the admiring love of her subjects. She draws from that to become more powerful.”

“How does that make sense?” Guise snapped. “If she’s getting power from so many changelings, then how come she isn’t the most powerful creature in existence by now?”

“Because there’s a difference between admiration and true love,” Shade explained. “True love is what Chamella feels for me and what I feel for Winter. And as we all saw during the invasion, love is a force more powerful than anything, which is why we changelings seek it so desperately.”

Guise rolled his eyes. “Ugh, I think I’m gonna puke. That’s the sappiest thing I’ve ever heard in my life.”

“That’s just the way I perceive it,” Shade clarified. “Whether I’m right or wrong I have no idea. All I know is, I have the means to defend myself now, thanks to my friend.” He glanced back at Chamella with a warm smile which she happily returned.

“Ha ha! We’ll just see about that!” Guise laughed.

The red-eyed changeling launched another spell at Shade who once again used his barrier to absorb the blast. He immediately retaliated with a shot of his own. Unfortunately, Guise was also able to defend himself.

“Hmph, looks like we have a stalemate,” Guise pointed out.

“Then it’s a war of attrition. One of us is going to get worn out eventually.”

Guise flashed a fanged smile. “Unless we simply resort to our primal instincts.”

He charged forward, flitting his wings to get off the ground with the intention of ramming Shade head on. Without so much as batting an eye, Shade raised another barrier causing Guise to slam straight into it.

“Oof!” He fell to the ground, barely catching himself on his hooves. “Grr, you little...”

“Woo! Go, Shade! Kick that phony’s flank!” came the exuberant cheers of a pink earth pony from outside the arena.

Guise cast a quizzical look at the eccentric mare who seemed to be viewing this as some sort of stage show. Shade grinned when he saw his opportunity, pivoting on his front hooves, raising his back ones and bucking Guise hard in the chest. The furious changeling rolled along the ground before skidding to a stop. He stood with uncontrollable rage marking his face, huffing angrily.

“That was a cheap shot!” he shouted.

“I’m sorry,” Shade sarcastically apologized. “I was under the impression that changelings were supposed to be underhoofed and deceptive. How do you like the taste of your own words, Guise? Bitter much?”

Guise’s pupils narrowed to tiny, vertical dots, his razor-sharp teeth glaring in the sunlight. “I’ll show you bitter!

He recklessly charged forward again. Shade didn’t budge, erecting another barrier to protect himself. But Guise didn’t harmlessly bounce off this time. Instead, he thrust his curved horn against the shield. Shade looked on in amazement and worry as green sparks flew from the point of impact and small cracks started to fan out from it. Within seconds, the barrier shattered. With nothing between them anymore, the pressure Guise had been applying caused him to lunge forward, tackling Shade violently. The green-eyed changeling slammed into the wall of their arena and fell forward to the ground. He managed to get back to his hooves just in time for Guise to blast him with another magic spell.

Chamella, Twilight and her friends watched in agony as Guise seemed to have gained the upper hoof. Pinkie Pie pounded her hooves futily against the wall of magic, desperate to aid her friend, Fluttershy cowered behind Rarity, unable to watch the violence, and said unicorn gazed on in concern for the losing changeling.

“Consarnit, Twi, we gotta do somethin’!” Applejack said, stomping a hoof. “Can’t y’all do somethin’ ‘bout this here shield?”

Twilight looked over the enormous barrier surrounding the two changelings. “I could try a dispel, but I’m not really familiar with changeling magic, I don’t know if it would work.”

“Well, ya gotta try somethin’!”

The unicorn nodded in agreement. She fired a small orb of light from her horn at the shield. Upon impact, her spell fizzled out, proving ineffective.

“No good. The shield’s too strong. That changeling wasn’t kidding when he said he had a lot of power.”

“Power?” Chamella repeated to nopony in particular. Her eyes looked through the barrier to the other side of the town square. Amongst the circle of ponies surrounding the arena was a still-entranced, white pegasus, watching the battle unfold emotionlessly. “Twilight?”

“Hm?” Twilight glanced down to the female changeling that Shade had left in her care. “How do you know my name?”

“That’s not important. Listen, Winter is still over there.” She pointed to the pegasus across the way. “Is there anything you can do to help her?”

Twilight eyed the mare in question thoughtfully. “Ah ha!” she exclaimed. “Actually, I think there is.” Without a moment’s hesitation, Twilight darted off to the other side, weaving and dodging through the thick crowd of ponies.

Shade sloppily managed to roll away as Guise attempted to stomp of hoof on his chest, climbing to his hooves and firing a bolt of magic at his opponent. The shot came up short, missing its target by just a foot, but the blast was still enough to force Guise backwards. Shade burst through the cloud of dust, checking Guise with his shoulder and knocking him to the ground. Guise rose shakily, still gritting his teeth in fury. Both changelings were panting heavily. The battle was taking its toll. They were exhausted, bruised and drained, but neither was willing to surrender.

“Give it up, Shade. I’ve got you on the ropes,” Guise panted.

“Are you blind? You’re just as beat up as I am.”

“But the difference is I’m stronger than you,” he smiled egotistically.

“Don’t delude yourself. As far as I can tell, we’re dead even.”

“Says you!”

Another spell ripped forth towards Shade. The navy-maned changeling ducked to barely avoid it. The stray burst collided with the shield wall where Chamella and Twilight’s friends were gathered causing the group to jump with a start.

“Where’d Twilight go anyway?” Rainbow Dash asked. She shot an angry glare at Chamella. “What did you tell her?”

The changeling flinched, attempting to hide herself behind her straight, purple mane. “S-She’s looking for Winter.”

“Rainbow Dash, please! She’s frightened enough as it is, she doesn’t need you glowering at her,” Rarity scolded.

“How do we know she’s not trying to pull something? She is a changeling,” the pegasus argued.

Chamella hung her head, looking away from the accusing pony.

“Given the circumstances,” Rarity said, gesturing to the bout going on in front of them, “I don’t think we’re in any position to assume she’s up to no good.” She leaned down to the injured changeling, speaking softly and comfortingly. “Are you alright, dear?”

She gave a weak nod.

“That’s good,” the unicorn smiled. “Now why don’t we just get mean ol’ Rainbow Dash away for now...”

“Hey, hey! What’re you doin’?!” Rainbow Dash protested as Rarity pushed her behind their group.

“...and introduce you to somepony I’m sure you can get along with.” She gestured for Fluttershy to step forward. “Go on, darling, talk to her.”

Chamella and Fluttershy both twiddled their hooves nervously, never making eye contact with one another. Rainbow Dash peered over Rarity’s shoulder.

“Great, now there’s two of them,” she groaned, rolling her eyes. “Geez, where’s Twilight gone off to? I never thought I’d say this, but I need somepony intelligent to talk to.”

Twilight pushed and shoved her way through the crowd, almost having tripped over somepony else’s hooves several times. She thought she may have passed her target by now, but those worries were alleviated when a maple leaf cutie mark came into view. She rushed to the pegasus’ side and tried to get her attention.

“Winter! It’s me, Twilight!”

Winter slowly turned her head. She stared at the unicorn through glowing, half-lidded eyes. Ignoring her, she turned her gaze forward again, her eyes following every little movement of her current master as he traded blows with the other changeling which she may as well not even recognize anymore.

Twilight looked worriedly at her before steeling herself and focusing her magic. “It worked once...”

She lowered her horn, making contact with Winter’s head. The pegasus’ head became encased in a soft, pink glow and she started to look woozy. Winter’s eyes closed and she stumbled slightly. Twilight placed a hoof on her shoulder to help her remain balanced, but the white mare fell against her side.

Her eyes opened slowly. The green glow had vanished and her vibrant, sunset eyes were restored to their natural beauty. She looked up at Twilight in confusion.

“Where am I? What’s going on?” she asked groggily.

The sound of an explosion snapped her out of her stupor. Her eyes widened as she witnessed the battle taking place in the middle of the town square. But her heart skipped a beat when she recognized the changeling with the navy blue mane and green eyes.


Both changelings looked in her direction in surprise. Shade received a smile and wink from Twilight, letting him know that she really was on his side. He turned his attention to Winter. Although she seemed confused about what was happening, she gave Shade a weak smile.

“Grr, stupid unicorn, mind your own business,” Guise grumbled to himself. He cast a look back at Shade who was busy looking at his newly-recovered girlfriend. A devious, toothy grin appeared on his face and he rushed forward.

Shade was tackled to the ground and pinned. Guise firmly placed his hoof against his opponent’s neck to hold him down before lunging at him with mouth open and fangs out. Shade screamed out in pain as Guise’s fangs pierced deep into his shoulder, giving Guise his first taste changeling blood.

Winter was forced to watch in horror as the vicious changeling chomped down on her loved one.


Tears welled up in her eyes and she pounded the magic wall with both front hooves.

Guise showed no signs of letting up, greatly enjoying the taste of his former friend’s blood on his palate. In a desperate gamble to free himself, Shade set his horn aglow. A shockwave of magical energy shot outwards, pushing Guise off of the wounded changeling. He spread his wings and caught himself in midair, landing warily but wearing a satisfied smile.

Shade made to stand, the intense pain coursing through his shoulder made worse when he tried to apply pressure on his left front hoof. He glared fiercely at Guise. Fresh, glistening blood dripped from his fangs. There was no better picture to sum up how monstrous the changelings truly were. Guise greedily licked his fangs clean of the red fluid, still grinning devilishly.

“I’ve always wondered what changelings tasted like. If I’d have known they were this good, I would have eaten you years ago.”

Shade attempted to stand defiantly against Guise, but the pain in his shoulder forced him to his knee.

“I guess the game’s finally over, huh?” Guise snickered. “You can’t even stand up anymore. But, hey, look at the bright side.” He leaned in close to Shade’s face. He could smell his own blood on Guise’s breath. “I’m gonna take good care of your girlfriend.”

Shade thrust his head forward, trying to jab his horn into Guise’s eye. The cocky changeling pulled away, avoiding contact.

“Still got some fight left in you? Good, I was hoping it wouldn’t end that easily. Go ahead, if you have enough stamina left to keep going, take one more shot.” Guise stood firmly in place with no intention of moving or blocking. “But be warned, I’m only giving you one more. After that, you’re dead.”

Shade couldn’t even get to his hooves. He lay kneeling, crippled, on the ground with blood pouring down his leg from two large, deep, open wounds. He could fire another spell at Guise, but it wouldn’t be enough. He could fly and ram him, but it would only serve to injure himself further.

That was it. It was over. He couldn’t keep fighting like this. He could already feel his thoughts becoming muddled as he lost more and more blood and the pain in his shoulder all the more unbearable. His remaining legs fell out from under him and he lay with his stomach to the ground. Guise’s gleaming, red eyes and triumphant smile was the last thing he saw before his eyes drifted shut.


A voice?

“...Sh...de...Shade! Get up! Please!”

He felt a surge of energy flow through his horn that spread across his entire body. His eyes shot open as if being startled from a sound sleep. He looked around to see the crowd of ponies watching him, some of them seeming to be urging him to get back up.

But only one pony’s voice managed to reach his ears.


Winter was shouting at the top of her voice. The sound sent an invigorating wave of warmth through his mind and body.

The pain in his shoulder began to dull. With strength he didn’t know he had left, Shade stood up. His entire being felt like it was burning with energy. His horn tingled, his vision was clear, and his target was chosen.

Shade glared determinately at Guise who could only watch in bewilderment as the once-thought-dead changeling stood ready to fight once again.

He knew what was happening. This feeling was so familiar to him by now, though he had never noticed it was there: Winter’s love. He felt it coursing through him, empowering every muscle, heightening every sense.

But it wasn’t just Winter; Chamella, too, shared her love with him. He had the love of the two most important mares in his life giving him the will to continue and the strength to succeed.

“What in Tartarus is wrong with you?!” Guise panicked as he could feel the very air around him spark with magic, stinging his horn.

A vivid, neon green glow emanated from Shade’s horn, soon enveloping his entire body. Small swaths of emerald flames wreathed the ground around his hooves. Guise had to shield his eyes from the sheer brilliance of the display.

Shade’s horn crackled with energy, sparks spraying in every direction. He lowered his head, pointing the surging appendage towards his opponent. A bolt of bright, green lightning shot forth. Guise, against his word, hastily erected a barrier around himself, but it was reduced to dust the instant the bolt made contact. The magical bolt of energy kept going and adhered itself to Guise’s horn like a lightning rod.


Guise’s shriek echoed throughout all of Ponyville as countless volts of magical current tore through his body. It felt as if his insides were being fried and his very life force were being drained. The shield forming their battleground cracked and shattered, no longer restricting anypony from approaching. But nopony did, they were too preoccupied by the horrific scene unfolding before them.

Shade, in his fury, had to force himself to release his hold on Guise’s horn. The bolt vanished in an instant as did the flames and the incandescent glow over his body which lifted from him like a cloud of green smoke before evaporating into nothing. The pain quickly returned and he fell to his knees again.

Guise stood motionless, smoke rising from his horn, eyes rolled back, and mouth hanging open in a silent scream. He slowly tilted forward, the imbalance soon causing him to gracelessly collapse to the ground.

Without another moment’s hesitation, Winter dashed to Shade’s side.

“Shade! Shade! Are you okay?! Please, say something!”

The injured changeling groaned in pain, but managed to give Winter a warm smile. “Yeah, I’m fine.”

Winter couldn’t keep the smile from her own face. “No, you’re not, stupid. You’re hurt.”

“Could’ve been worse,” he chuckled.

They were both distracted by the labored breaths from the other collapsed changeling. Still lying stationary on the ground, Guise glared at the two of them with an intense, incomparable loathing, but said nothing. He didn’t even have the energy left to speak.

With Winter’s help, Shade rose to his hooves and hobbled over to him.

“See, Guise? I told you I wasn’t going to let you get away with it,” Shade breathed. “You’re lucky to be alive right now.”

He winced in pain as his shoulder cried out at him to take the pressure off his hoof. Guise would have smirked, satisfied that he had left his mark, if he weren’t in severe pain or even physically capable.

But the pain began to numb and a soft pink glow covered Shade’s wound.

“I think you’re just as lucky as he is,” Twilight said as she approached, horn alight with magic.

The gathered ponies, now feeling confident that the threat had been neutralized, all started to close in around Shade and Winter. Closest to them were the Elements of Harmony.

“Is it really you, Shade?” asked a concerned Rarity.

“Yeah, it is,” he replied weakly, leaning into Winter for support.

“So, y’all really were a changelin’ this whole time. Mah gut wasn’t wrong after all.”

“But he’s not like the others!” Winter defended. “He’s different...”

A sudden realization dawned on her. The pony she was reunited with in the Golden Glade wasn’t Shade, it was Guise. He was the one who said all that stuff to her, not Shade. She looked at him with hopefulness in her amber eyes, wishing deeply she was going to get the answer she wanted.


He turned his head to face Winter.

“All that stuff you told me back in the Everfree Forest, was it all true?”

He nodded. “Yeah, of course it was.”

“And you really do love me?”

Another nod. “Without a doubt.”

“Then tell me. I want to hear you say it.”

Shade looked deeply into Winter’s eyes. She could see it so clearly; the glint, the spark, the stallion she loved. He was there, staring back at her from behind his jade eyes. He glanced down at his own chest and Winter did the same, noticing the jewel dangling from its silver chain. Shade removed it from his neck and delicately draped it over Winter’s where it belonged.

“I love you, Winter. Nothing will change that fact. Ever.”

She took a moment to absorb his words. They didn’t feel the same as when Guise had said it. She felt as if her entire body could fly even without her wings. She leaned in and planted a deep, loving kiss on his fanged lips. It was their first, real kiss.

“That’s so romantic,” Rarity sniffled as she wiped a tear from her eye. “Like Romeo and Juliet; star-crossed lovers whose love was condemned due to their families’ differences. Except with a happy ending, of course.”

Rainbow Dash pushed her way forward and scrutinously looked Shade up and down.

“How do we know you’re the real deal, huh? Got any hard evidence?”

Shade thought for a moment. “No, I guess not. With things as they are I don’t think I can definitively prove that it really is me.”

“Then how can we trust ya?” the pegasus questioned.

“Stop it, Dash.”

Rainbow Dash gawked at Applejack in surprise. “You’re defending him? You’re the Element of Honesty, how can you possibly trust a changeling? You were the one who didn’t trust him in the first place.”

“Yer right, Ah am the Element o’ Honesty and as such, Ah can tell he’s bein’ truthful.” She looked him straight in his emerald eyes. “I kin see it in ‘is eyes. And in Winter’s. Why would he go through all o’ this if’n he wasn’t bein’ honest? He almost got killed out here.”

Shade felt a sudden weight lifted from his heart. They knew now and yet they still trusted him. It was the outcome he had been hoping for from the very beginning when he left the Changeling Kingdom. He let out a remorseful sigh.

“I’m sorry, everypony. I deceived all of you. It wasn’t right. But the only reason I did it was because I thought you would react badly and try to chase me out or worse.”

The six of them shared guilty glances with one another. Twilight spoke for the group.

“Honestly, given everything that happened during the wedding, you’re probably right. And we should be ashamed of ourselves.” The others nodded in agreement. “We learned a long time ago not to judge books by their covers. If it’s any consolation, we’re sorry too.”

Shade smiled. “You’ve got nothing to apologize for. Twilight, you’ve done more for me than anypony else in the world. You gave me a bed to sleep in, you helped me find a job and you taught me how to read. Most importantly though, if you hadn’t done all those things, I wouldn’t have met Winter.”

The loving pegasus nuzzled into his neck gently.

“I owe you everything, Twilight. And your friends too. You helped me find a better life and a reason to live. So, thank you.”

“Um...” a small voice peeped from the back of the group.

Rarity and Rainbow Dash moved aside to allow Fluttershy to step forward, followed by a purple-maned changeling who had regained enough strength to stand up.

“I think she wants to talk to you.”

Fluttershy stepped back to let Chamella approach Shade, which she did pensively.

“If...If anypony owes anypony an apology, it’s me,” she admitted meekly. “None of this would have happened if it weren’t for me.” She looked at Winter who instinctively inched back. “Winter, I’m sorry I attacked you and sealed you in that cave. I’m not really a bad person, honest, but when I saw you with Shade, I got so jealous. I felt like you had stolen my best friend from me.” She stopped and took a deep breath. “But what you actually did was show him true happiness. And for that I am forever grateful. Seeing him happy makes me happy.”

She gave Winter a friendly smile. The pegasus let her slight fear of the other changeling fade for the moment and smiled back, though somewhat insincerely. Chamella looked back to Shade.

“Shade, I don’t expect you to forgive me. What I did was unforgivable. I tarnished our friendship which is something that’s rare to come by in the Changeling Kingdom. I hope that, at the very least, we can still be friends after all this, even if you don’t forgive me.”

Shade and Winter looked at each other. He then looked to Twilight and her friends. All of them wore comforting smiles that told him what he should do.

“Chamella, you’re my oldest friend, we’ve known each other ever since we were hatchlings. You’re like a younger sister to me. Even if I don’t love you the way you love me, that doesn’t mean I don’t want to be your friend.”

Chamella smiled happily and stepped forward, giving him a hug which he returned. Rarity wiped another tear from her eye.

“Oh, please, stop,” the unicorn sobbed. “I can’t take much more of this.”

“Hey!” Pinkie Pie chirped, finally joining the conversation, “Now that everypony--er, everychangeling? Whatever--is all buddy-buddy again, how about we celebrate? Who’s up for a party?!”

Cheers and whoops erupted from the crowd as everypony prepared for what was going to be a community-wide shindig.

“I’m afraid that’s going to have to be put on hold for a little longer.”

The heads of everypony in the crowd shot back and forth searching out the source of the mysterious voice that had interrupted them.

“Who was that?” Winter asked nopony in particular.

Chamella glanced around warily before craning her neck skyward. Her pupils shrunk in shock and fear. “S-Shade! Up there!”

Everypony turned to where the changeling was pointing. Hovering in the sky above Ponyville with her translucent, tattered wings was the Queen of the Changelings herself, accompanied by a dozen changeling soldiers adorning midnight blue armor to reflect their status as her personal guard.

The citizens of the small community went into panic, running to and fro. Many of them retreated back to their homes while others stayed out of morbid curiosity, but still maintaining a safe distance and ready to bolt at the first sign of danger.

“Chrysalis,” Twilight hissed through clenched teeth.

The Changeling Queen casually flittered down and landed gracefully amongst the chaos. Her guards maintained a perimeter around her, ensuring nopony tried anything foolhardy. Chrysalis flashed an amused smile at the disarray her arrival had invoked.

“I knew you’d come back, that’s what I’ve been preparing for,” Twilight bluffed knowing full well she hadn’t learned anything. “Although, admittedly I was hoping for a little more time.”

Applejack stepped forward confidently. “We don’t want y’all here. Git back ta where ya came from!”

Chrysalis let out a disappointed sigh. “I see the changelings’ reputation is as sour as ever. Look, just calm down. As hard as it may be to believe, I’m not here to cause trouble.”

Confused glances were shared amongst the group. “You’re...not?” Rainbow Dash questioned.

The changeling queen shook her head. “No, I’m simply investigating something.”

“Investigating? What are you looking for?” Twilight asked. Everypony was certainly curious; it wasn’t everyday a known villain showed up to just find something.

“I’ve been hearing talk from my subjects about strange goings-on in my kingdom. First, I hear that a few of my own subjects have been spotted coming in and out of the kingdom somewhat frequently.” She cast a glance down to the two changelings standing with the Elements of Harmony. “I assume that would be you two.”

She received a pair of hesitant nods.

“Hmph, I see. So, I suppose I haven’t won back the trust and respect of all my subjects quite yet.”

“Why would any of them trust or respect you!

Everypony looked at Winter with surprise who was pointing an accusatory hoof at Chrysalis.

“You just use them for your own selfish gain! They’re nothing but tools to you; disposable and replaceable! You shouldn’t be surprised that they wanted to leave, you treat them like slaves!”

A black, hole-covered leg was gently placed on Winter’s pointing hoof. She turned to Shade with a perplexed expression. He simply shook his head slowly. Winter lowered her hoof back to the ground.

Chrysalis closed her eyes in exasperation. “It’s obvious that you don’t know much at all about how the changeling monarchy operates, do you?”

Winter stared silently, already regretting her outburst.

“You haven’t told her much about us I take it, Shade?”

“No, aside from Winter here, they only found out that I was a changeling today.”

The group of mares stared at Shade in shock. “She knows your name, Shade?” Twilight balked.

Rainbow Dash stomped forward. “Oh, I get it now. You were a spy all this time, weren’t you?! Performing reconnaissance for your queen here!”

“I know the names of all my subjects, Miss Dash,” Chrysalis clarified. “I don’t know Shade personally though. And in regards to the earlier accusation that I’m a slave driver, I’ll have you know I care deeply about each and every one of my subjects. So, when I heard that a few of them had left, I became concerned. I simply want to know why. Can you satiate my curiosity, Shade?”

Shade gave her a hard stare, even knowing that his answer might not be the one she wanted to hear. “I don’t want to be associated with the changelings anymore. Your--our failure in Canterlot made me realize that we were what everypony thought we were: monsters. I wanted to take a more diplomatic approach. I wanted to give peace a shot.”

“If diplomacy were the easiest route, don’t you think we’d have done that,” Chrysalis retorted as she scratched her head. “It didn’t work in the past and it won’t work now. We’ve built up a powerful reputation over the centuries and that’s not likely to change any time soon. So, unfortunately, that means we resort to force to get what we want. It’s just the way things are.”

Shade grit his teeth. “It doesn’t have to be that way!”

Chrysalis was taken aback.

“I’ve earned the trust of all these ponies,” he swept his hoof around, gesturing to what remained of the crowd of ponies. “Maybe I did so through deception, but I still did it. And even now they still trust me. I’ve proven that we don’t have to live the way that everypony thinks we live.”

Chrysalis shut her eyes in thought. “I suppose. But one changeling does not make a colony, Shade. Perhaps you have changed, but try convincing thousands of changelings to do the same. Most of them are hardwired to think and act a certain way and to achieve one goal: aiding their leader. Deny it all you want, but you know that only a tiny fraction of them will be willing to change.”

Shade hung his head in defeat. He did know this. It was the cold, hard truth. No matter how much he wished he could, he could never convince an entire colony of mindless drones to change the way they live and serve their queen.

“Your Majesty?” a meek voice spoke up.

Chrysalis looked over to Chamella.

“You said that us going in and out of the kingdom was just one thing that concerned you. Was there something else?”

The regal changeling nodded her head. “Yes. Apparently, a pair of ponies were also spotted in the Changeling Kingdom. One was captured and designated to be served to a cluster of hatchlings, however it somehow managed to escape with the help of another pony. I’ve never heard of anypony being able to flee from the Changeling Kingdom alive.” She looked over the pegasus that was huddled closely to Shade. She smiled knowingly. “Ah, it was you, wasn’t it?”

Winter pensively nodded her head.

“And I suppose it was you who helped her under the guise of a pony?” she asked Shade.

“Actually, no. It was someone else.”

Chrysalis looked surprised. “Really? Then who was it?”

“A traitor. He wanted to use Winter to gain power so he could usurp you.”

Chrysalis’s expression turned as cold as steel. “Who is it?”

Shade looked past Chrysalis to a motionless changeling lying on the ground, still unable to move a muscle. Guise’s eyes went wide in fear as soon as his gaze met the Queen’s.

“So you’re the traitor, hm?” She stood tall over Guise’s unmoving body, glaring intensely at him. “You know, you’re not the first to try and I doubt you’ll be the last. It’s in a changeling’s nature to desire power and what better way to achieve it than to be their leader. And do you know why I’m the leader, Guise?” The venom in her voice as she spoke his name sent a chill down his spine. “It’s because I was deemed a fit leader. The position was handed to me by our former king as he was dying. He saw my potential for strategy and boosting morale and thought that perhaps I could do what he and the other rulers before him couldn’t: take over Equestria. Do you know why you failed to dethrone me? Because you are not fit to bear this crown. If you were, then you would have succeeded. It takes more than a lust for power to be a leader, Guise. It takes intelligence, perseverance and respect; respect for your fellow changelings. Because if you don’t respect them, they don’t respect you, and if they don’t respect you, then you have no power. There’s no room in my colony for someone like you.”

A pair of armored guards lifted Guise into the air, shackling him with magic before carrying him off back to the Changeling Kingdom. He cast one last, rage-filled glare at Shade before he disappeared from view.

“What are you going to do with him?” Chamella asked worriedly. As much as she hated him right now, she had still known Guise all her life. Even if he wasn’t really her friend, she didn’t want his punishment to be too severe.

“While normally traitors would be dealt with via execution, both to ensure there won’t be anymore trouble from them and to discourage others from following in their hoofsteps, I’m feeling kind of lenient today. I may just throw him in the hive’s dungeons and let him rot slowly. Maybe he’d make good emergency rations for my troops should we plan another invasion,” she giggled.

Twilight approached her defiantly. “There won’t be another invasion, not if I can help it.”

Her friends stood by her side, poised to defend their kingdom from harm. The remaining changeling guards took up positions in front of their queen, ready to fight off the threats to their leader.

Chrysalis made a slow, deliberate gesture with her hoof. “Stand down,” she calmly ordered her soldiers. “I’m not ready to try anything...yet. I was hoping we could be civil here for the time being.”

“Chrysalis, do you still insist on trying to conquer Equestria even knowing that there are better solutions?” Shade asked.

“I never said that force was the only way. I acknowledged the points that you made years ago. Remember, changelings are power hungry beasts and I’m no exception. I don’t need to fight against Celestia, I want to. It was my decision to lead the invasion, even though I was aware that other tactics existed, because I want to rule Equestria with an iron hoof. Tell me, what is it that you want, Shade?”

Shade glanced at Winter who couldn’t take her eyes off of the imposing Changeling Queen. “I want peace. I want to settle down and live quietly and peacefully with the ponies. I don’t just want to receive love, I want to give it too.”

Winter looked at him and gazed into his eyes as he stared down his former queen. The determination he showed was greater than she had ever seen.

Chrysalis nodded. “I understand. Shade, perhaps if you were king, the changelings would be a much different race than they are under my rule. But I promised long ago to give my subjects new and better lives and I plan on keeping that promise. The only thing I truly desire is to see my subjects happy. And if being here, with these ponies, with this pegasus, is what makes you happy, then you have my blessing. Even if you are no longer one of my subjects, it pleases me to know that happiness for the changelings is possible. And that gives me hope that I’ll one day succeed. Perhaps when Equestria’s throne is mine, I’ll offer you a place in my personal guard. I’d even allow the pegasus to accompany you if that made you happy.”

“As much as I appreciate the offer, you know I’m going to decline.”

Chrysalis smiled. “I know. And what about you, Chamella?”

“Huh?” The pink-eyed changeling was caught off guard by the question. “W-What about me?”

“What are you going to do now?” The changeling queen looked on in curiosity as she awaited an answer.

“I-I...I, um...” Chamella turned to Shade, hoping he could help her come up with an answer. But simply looking into his eyes and knowing how happy he was here provided an answer for her. “I...want to stay here, too.”

Shade stared at his friend in disbelief. “What? Chamella, when did--?”

“I see. So you’re seeking happiness through peace, too, huh? Alright, I can live with that. Your life is yours to live, you can do as you please.”

Chamella breathed a sigh of relief. She smiled at Shade who still looked shocked. But seeing his friend with that grin reassured him that she was making the right decision. She had been largely dependent on Chrysalis for guidance over the years. To see her taking such a drastic step made him feel proud of her, like a big brother would.

“Well then, now that that’s all cleared up, I think it’s about time to be heading back to my kingdom.” With a flourish of her grand, yet tattered wings, her troops lifted into the air and took formation as they waited for their queen to accompany them.


Chrysalis was about to take off, but hesitated when Shade beckoned to her. “What is it?”

“I have one more question, Chrysalis. Is Princess Celestia really the tyrant that she was made out to be?”

She sighed deeply. “I really don’t know. What you’ve heard are the same things that were drilled into my skull when I was growing up as well. All changelings are raised for the purpose of one day getting revenge on the pony who kept us exiled. We were taught to hate, to loathe her. Whether those stories were based on fact or if they were simply rumors made up out of spite and jealousy, I have no idea. I’ve had decades to absorb those emotions, so even if I have my doubts, my view of the princess will not likely change. We may be the most ironically named creatures in existence; it’s very difficult for us to truly change what we are and what we believe. That the two of you have managed to do just that must be nothing short of a miracle.”

Shade nodded in understanding. “Thank you. That’s all I wanted to know.”

“Then if there is nothing else. Winter? Twilight Sparkle? No questions?”

They both shook their heads, unsure of what they would even ask.

“Fine, then I’ll take my leave. I’m sure we’ll see each other again someday.” She smiled deviously. “But until then, enjoy every precious moment of your freedom.”

And with that, Chrysalis left Ponyville, leaving a crowd of bewildered ponies and two relieved changelings behind. Mumbles broke out in the crowd and the group began to disperse, although many of them decided to remain a bit longer to see what would become of the two changelings that had stayed.

Shade turned to his friends, a look of regret decorating his face. There were still some things that needed to be said.

“I’m sorry, everypony.”

Twilight and her friends seemed confused. “For what?”

“For all of this. Look, after the way I deceived you all, I’d understand it if you wanted me to go back home, and if that’s what you want, then I’ll do it.”

Rainbow Dash and Applejack shared conflicted glances with one another. The earth pony spoke up. “Th’ way Ah see it, ya only really lied about what ya were and where ya was from. Everythin’ else sounded pretty genuine ta me.”

“All of this really does explain why you were so unprepared when you first moved here too,” Rainbow Dash added. “I mean, what pony moves from a place like Las Pegasus and brings nothing with him?”

“So,” Rarity interjected, “were you serious about actually wanting to stay here, even though your secret is out?”

“I’ve been serious about it ever since I came here, but...” Shade turned to the white pegasus standing beside him. “...for different reasons than I have now.”

Winter nuzzled warmly against him. The touch of her silky smooth coat sent a feeling of comfort across his whole body.

“I guess if Winter can trust him, I can too,” Rainbow Dash shrugged. “It’s not like he did anything bad since he got here, right?”

“I’d say the votes amongst our group are rather unanimous,” Twilight said with a cheery smile. “Shade, we’d very much like it if you decided to live here.”

“Yeah, an’ in an orchard of bad apples, Ah’m glad ta see that there’s at least one ripe, shiny one in the bushel.” Applejack spotted the second changeling drooping her head sadly. “Actually, make that two.”

“Chamella?” Fluttershy addressed the changeling female as she calmly approached her. “Do you really want to stay here too?”

Chamella meekly nodded her head, still half-hiding behind her long, straight mane. “I...I need Shade in my life. If he’s not there to protect me, I don’t know what would happen. I...just don’t have the strength to fend for myself.”

Winter unconsciously pressed herself more tightly against Shade.

Fluttershy smiled comfortingly and gently placed a hoof on Chamella’s shoulder. “Sure you do, you just need to discover it.”

The changeling looked up and saw the confident, friendly grin on the pegasus’s face.

“I’m not saying that you don’t need Shade though. It’s the opposite actually. You need him to help you find that strength the way my friends helped me find mine. If you have no friends back home then you’ll probably just be miserable there. Friendship is one of the most important things for anypony--or anychangeling, too--to have. Maybe that’s why most changelings are all...um...how can I put it?”

“Big meanie meanie pantses?” suggested Pinkie Pie.

“Yes, that. Oh! Not to say that all changelings are like that, because obviously you two aren’t, and I’m sure there must be others that are willing to be friendly, too, but...um...yeah.”

“That was...quite the pep talk, Fluttershy dear,” Rarity said, somewhat flabbergasted.

“Oh, I’m sorry, should I have waited until everypony was done talking first? I didn’t mean to interrupt.”

“Don’t worry about it, Fluttershy. You put it better than any of us could have,” Twilight complemented.

“So, are we all done being sorry and stuff or what?” Pinkie asked exasperatedly. “Cuz weren’t we just about to do something before ‘Queen Cheese-Legs’ showed up?”

“Hold on, Pinkie, we aren’t the only ponies here you know.” Twilight pointed out the multitude of residents gathered around still staring in silence at the two strangers. “We need to make sure everypony is okay with Shade and Chamella staying here.”

The impatient earth pony rolled her eyes. “Ugh, fine.” She reached into her poofy mane and inexplicably pulled out a bullhorn. “Okay, everypony! All in favor of letting Shade and Chamella--these two changelings here--live peacefully in Ponyville, say ‘Yay’ and anypony against them staying here, say ‘Neigh’!”

No response of either nature was heard. The crowd seemed confused, as if the question had been unclear. The two changelings feared the worst. Had they not accepted them like Twilight and her friends had? If they weren’t comfortable letting them live here, then they would be forced to return to the Changeling Kingdom. All of this effort would have been for nothing.

“Yay,” came a very quiet voice from a yellow pegasus.

Pinkie looked a bit disappointed, but smiled. “We have one yay! Anypony else?!”

Rarity stepped forward and stood regally before the crowd. “Yay!” she declared.

Applejack flicked the brim of her hat. “Yay!”

Rainbow Dash spread her wings, proudly announcing her decision. “Yay!”

Soon, other voices that didn’t belong to the Elements of Harmony began to chime in. Two more "yays". Six more "yays". Thirteen "yays". Twenty-seven. Thirty-three. More and more showed their acceptance with a clear, loud cheer.

“YAY!” came one voice amplified by the bullhorn, causing many ponies to shield their ears.

It was easy to lose track of how many "yays" there had been as the crowd's chants of positivity soon transitioned into a chorus of cheers and whistles.

Shade was awed. They all wanted him to stay, they all trusted him, even after lying to all of them. It was an indescribable feeling. Acceptance, trust, friendship. He had somehow earned these three things that changelings never thought they could achieve.

Winter turned to her companion, gazing happily into his endless, emerald eyes. “Yay,” she whispered before leaning in to kiss him.

“It seems a verdict has been reached,” Twilight beamed. “Shade, Chamella, on behalf of everypony here: Welcome to Ponyville.”

Chapter 12: The Nature of Change

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A Wolf in Sheep’s Clothing
By Dee Pad

Chapter 12: The Nature of Change


After everything he had been through, after everything he had gained, and after almost losing it all, Shade could finally put his worries to rest.

His secret was out, but the residents of Ponyville still viewed him as a neighbor, a friend. He received welcoming smiles and friendly waves as he walked through town. Of course there were those who still looked at him with some degree of skepticism, but he took the fact that they chose not to confront him about it as a sign that they were at least trying to tolerate his presence and maybe someday they would learn to completely trust him. He made that his goal: to earn the trust of every pony he possibly could.

The past few days had been surprisingly quiet. Shade expected everypony to be all over him with questions. It was both relieving and worrying at the same time. On the one hoof, it was much less of a hassle for him to not have to answer the same questions over and over to everypony who was curious. But on the other hoof, why wouldn’t they ask him? Were they still afraid of him? No, that couldn’t be it, they were still so friendly despite knowing about his true identity. Maybe they were just being courteous. Perhaps they knew he wouldn’t be comfortable being bombarded with questions he didn’t want to answer. Not likely, but it was a more appealing thought.

Shade felt a hoof wrap around his torso, pulling him closer to its owner. Winter sighed happily into the back of his neck, nuzzling his soft, fabricated, white coat with her cheek.

This was the most amazing part of all this; that she would still love him after all that had happened. She was the only one he was truly hurting with his lie. The others would have been angry to be certain, but Winter had actually cried when she found out. He had seen her cry before, but the heartbreak she instilled in him when she discovered the truth was unbearable. He never wanted to see her cry again. Even if it was all behind them now, he couldn’t forget that he had made her cry. That knowledge would haunt him forever. But the blissful smile she wore as she slept cozily cuddling into him reminded Shade that they had cleared the largest obstacle in their relationship. She knew he was a changeling and she accepted it.

Winter’s eyes slowly opened, smiling all the while as her first memory of this bright, new day was the vibrant green of her lover’s eyes.

“Morning,” she said groggily as she rubbed her still tired eyes.

“Sleep well?” Shade asked with a grin, knowing full well what her answer was.

She replied by burying her face in the fur of his chest and moaning contentedly. It reminded him a lot of the first night they had spent together, bringing a wistful smile to his face.

Winter lay her cheek against his chest, eyeing Shade lovingly through amber irises. He still couldn’t figure it out. He needed to ask her outright.

“Winter, why do you still love me?”

Her expression shifted instantly. Clearly that was the last question she expected from him. “What do you mean? Why wouldn’t I?”

“After everything you’ve been through--finding out I’m a changeling, almost getting eaten by changelings, being fooled by another changeling pretending to be me--I’d think you wouldn’t want to see another changeling again.”

Winter frowned and turned her eyes away from him. “I know. And, admittedly, I do kind of feel that way.”

Shade felt his heart sink slightly.

“Guise had actually fooled me into thinking he was you. He saved me from that swarm of hatchlings and told me that he loved me. He managed to manipulate me so easily because he did such a good job of impersonating you. You can only imagine how I felt when I found out.”

“I’m surprised that you still trust me after all of that,” Shade admitted, “You aren’t worried that I might not be who you think I am now?”

Winter’s smile returned and she shook her head. “Mm-mm. Guise might’ve did a good job of mimicking you, but his disguise wasn’t perfect. I started getting a little suspicious once we got back to Ponyville and he started acting like...well, a jerk. Bossing the customers at the café around and overall being a pretty unfriendly guy.”

Shade chuckled softly. “Guess he couldn’t handle the everyday stresses of a pony very well. He didn’t have enough time to adapt to the lifestyle as I did.”

”I think the only one he managed to act nice to was me, but I suppose he had no choice there. Without me he was powerless, right?”

“He might not have been as nice as you think he was. The hypnosis spell can mess with your memory a little. He may have implanted some more pleasant images of himself into your head to prevent you from getting suspicious. It’s probably good that you were able to take notice of his behavior by observing how he acted around other ponies.”

Winter rolled over to lie on her stomach, crossing her hooves over Shade’s chest and glaring at him with mock scrutiny. “And how do I know you’re not brainwashing me, hmm?”

Shade grinned confidently. “Have you had any headaches recently?”


“That’s how. The spell has a tendency to cause headaches in the victims. The fact that you’ve had none since things have gotten back to normal is proof.”

Winter widened her eyes as she made the connection. “Oh! So that’s why I was having those headaches? I thought I bumped my head or something.”

Shade’s expression became serious. “You know, you still haven’t answered my question. Why do you still love me?”

Winter smiled warmly. “Like I said, Guise’s disguise wasn’t perfect, but I didn’t notice the flaws until after you fought him. When you told me you loved me, it felt different than when he said it. It was like my body felt invigorated and full of life when you spoke those words to me. When Guise said it...I don’t know. I felt something, but it was strange. I don’t know how to explain it.”

Shade smiled knowingly. Of course what she had felt must have been Guise casting the hypnosis spell. But the other thing she said, that she felt invigorated and full of life. Was it possible that a changeling’s love had the same effect on ponies that a pony’s love did for changelings?

“And you’re okay with dating a changeling?” Shade asked. He needed to know exactly how she felt about it.

“Of course I am. You’re still the same person I met and fell in love with, right? So why should I feel any different.”

Shade though he couldn’t love her anymore than he already did, but apparently he was wrong.

Winter tilted her head, curiously looking his false body up and down. “Speaking of which, why are you still wearing your disguise?”


“Everypony knows now, there’s no need to hide it anymore. Why don’t you just, you know, act naturally?”

He put on a stern expression. “Haven’t you been listening to what I’ve been saying? I don’t want to be a changeling anymore, Winter. I left the Changeling Kingdom to get away from that.”

Winter gazed into his eyes with concern. “Shade, I know you don’t want to hear this, but you are a changeling.”

Shade felt a stabbing pain in his chest. How could she just say that to him? “I don’t want what I am to define who I am. When anypony sees a changeling, all they see is a parasitic monster.”

“It doesn’t have to define who you are, but, like it or not, it’s a part of who you are. It’s something you can’t change and you have to live with. Even if I didn’t like being a pegasus, I’d still have to live with these wings. The only one you’re deceiving is yourself. You may look like the pony I fell in love with, but I know what the real you looks like now and it doesn’t bother me. Why should it bother you?”

Shade simply stared at her. He didn’t know how to respond. All this time he had been trying to run away from what he was when the only one who thought he was a monster was himself. He was being forced to rethink everything he had been telling himself since he arrived here.

“It doesn’t matter to me what you are or what you look like,” Winter continued, snuggling into him, “All that matters is that you love me.”

Shade watched in stunned silence as Winter made herself comfortable against him. She seemed to be drifting back to sleep again. He turned his gaze to the ceiling, wrapping his hooves gently around the pegasus that lay atop him.

She had a point. If she was willing to accept him for what he was, and the other ponies in this town as well, then why shouldn’t he be able to accept it? After all, it was only what he was, not who. It was his actions and attitude that defined him, but his identity would always be that of a changeling no matter what mask he wore. Why continue to run from something from which you can never escape?

The smile returned to his lips and he closed his eyes. Winter was a lot wiser than she seemed sometimes.

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

The café was rather busy today. Actually, it had been pretty busy ever since the incident with Guise. And Shade especially was being worked like a dog. It seemed like every customer was specifically requesting that he take their order. The other waiters were both relieved and annoyed at the attention he was getting. They were definitely enjoying the smaller workload, but it meant that Shade was getting a lot of tips too. They didn’t seem too happy about that.

Shade exhaustively approached the pickup counter to deliver the next order. Horte Cuisine was busy tallying up the day’s current earnings, a rare smile playing across his lips. It wasn’t often the café made this much money in one day.

“Sir,” Shade said between breaths, “can’t you do something about this? I mean, the extra tips are great and all, but I don’t know how much longer I can last.”

Horte snorted haughtily. “‘Ave you forgotten, Shade? Zee customer iz always right. Zey seem very enthusiastic about ‘aving zere food delivered by un changeling. Eef we give zem what zey want, zen zey are ‘appy, and ‘appy customers are well-paying customers.”

Shade groaned in protest. “How happy are they going to be when their server passes out from exhaustion?”

Horte let out an annoyed sigh. “Eef it iz any consolation, your friend’s shift begins soon. She can ‘elp you.”

“It’s her first day, I don’t think she’s ready for this kind of work, sir.”

“We’ll just ‘ave to see, won’t we?”

The door to the employee lounge clicked open and ever so slowly swung outward. The blushing face of a purple-maned changeling peeked out, but nothing more. She spoke in a hushed, embarrassed tone.

“D-Do I have to wear this?” Chamella peeped quietly.

“Eet is zee uniform for female servers. Eet iz une nécessité,” Horte stated without sympathy.

“Chamella, I really need some help out here,” Shade pleaded. “Come on, it’s not that big of a deal.”

Begrudgingly, the undisguised changeling stepped out of the employee lounge, revealing her appointed attire. Her torso was adorned with a frilly blouse and a short--very short--skirt covering her flank. It was colored the same as the male uniforms: A simple black and white color scheme. A matching headband on her forehead kept her long mane out of her pink eyes making her feel somehow more vulnerable. Finally, just as Shade had when he first began work at the café, she wore a yellow bowtie around her neck. Shade grimaced at her appearance, both due to pity for her humiliating situation, and that he actually thought she looked cute in that outfit.

“I don’t know if I want to do this anymore. Everypony’s going to stare at me,” she said, quivering.

“Look, just stick by me,” Shade insisted. “I’ll help you learn the ropes and hopefully keep any gawkers away from you, okay?”

Chamella nodded meekly in response. Although comforting, his words didn’t entirely alleviate her worry. She watched as Shade hoisted a nearby tray of food with his magic and went to deliver it. Chamella stuck as close to him as possible.

Shade swung the front door of the café open, allowing Chamella to see just how many ponies had gathered in the outdoor dining area. There were some familiar faces among the crowd--Rarity and Fluttershy were enjoying a nice afternoon lunch--but most of the ponies there she hadn’t learned the names of quite yet.

One of the seated customers glanced over to the open door, taking notice of the two servers standing there, particularly the undisguised female.

“Hey, look! It’s the other changeling! And she’s not wearing a disguise!”

Several ponies rose from their seats and scampered over to the pair, staring curiously at Chamella. The frightened changeling shrunk back, attempting to hide behind Shade for protection. Shade struggled to keep his tray from toppling as the crowd of pushy ponies squeezed in to get a closer look at Chamella. It was apparent now that they had reached the threshold at which they could contain their curiosity and now all of their questions were coming out at once.

“Hey, hey! Take it easy! I’ve got food here!” Shade’s words of caution fell on deaf ears. He might as well have not existed for any purpose other than being a wall standing between his friend and the mob of equines.

From her nearby table, Rarity glanced toward the sudden commotion. She could see the two helpless changelings struggling to simply get out the door with the swarm of obnoxious ponies surrounding them.

She sighed exasperatedly. “Fluttershy, dear, I think we should help them.”

Fluttershy nodded in agreement. “They do seem to be having some trouble.”

The two mares stood up and casually sauntered up to the mob.

“Excuse me,” the yellow pegasus peeped.

No reaction. The crowd continued to bombard the changelings with incoherent questions.

“Excuse me,” Fluttershy repeated, raising her voice by a barely noticeable amount.

Rarity placed her hoof against the bridge of her nose. “Allow me, dear.”

The ivory unicorn proceeded to clear her throat at an obscenely loud and imposing volume. It certainly did the trick. The crowd quieted instantly and turned to the source of the interrupting noise. Now that she had their attention, she could get her word in.

“My apologies, everypony,” she began, “but aren’t you being just a tad rude? These fine, upstanding citizens may be new in town and somewhat unfamiliar--strange even--but that is no excuse to be so discourteous. They are simply trying to do their job and here you are sticking your curious little noses into their business. Show some respect. I mean, look what you’re doing.” She gestured to the quivering changeling hiding behind Shade. “She’s absolutely mortified! You all should be ashamed of yourselves! We here in Ponyville are supposed to be hospitable to visitors and newcomers alike, not obnoxiously interrogating them. Now, if you would all kindly return to your tables, I‘m sure these two would be happy to deliver your meals and perhaps even oblige you with answers to your questions, provided you ask one at a time.”

Every pony within the crowd looked at one another ashamedly. Rarity’s words helped them realize how foalish they were behaving. They were adults, there was no excuse for acting like a bunch of ignorant foals. They quietly heeded the fashionista’s words and returned to their tables, some offering an apology to the two changelings they may have offended.

Shade sighed with relief. “Thanks, Rarity. You got us out of a jam there.”

“Think nothing of it, darling. It’s what friends are for.” Rarity looked over Shade’s shoulder to the still quivering mass that was Chamella. “And how are you, dear? Are you alright?”

Chamella apprehensively stepped out from behind her shield, worried that being out in the open would prompt another assault. She received a few curious glances, but calmed down slightly when nopony approached. “I don’t know if I like this. I’m not very good with crowds. I even get nervous around groups of changelings.”

“The only reason I suggested you for this job was because I had gotten used to it so quickly,” Shade said, feeling guilty for having put his friend in this situation. “I thought you would get a handle on it too. Guess it’s different when everypony knows you’re a changeling.”

“That outfit is cute though,” Fluttershy smiled.

Chamella looked herself over and blushed deeply.

“Oh. I’m sorry. I guess it is kind of...um...”

Risqué,” Rarity finished. “Even though we don’t normally wear clothing, the proper attire can do much to accentuate one’s features. Although I must admit, this one is just...degrading.

Chamella slunk back to hide herself once more, her cheeks reddening even more.

Rarity eyed her thoughtfully. “You know, I just had a thought. Even if that uniform is demeaning, Fluttershy was right when she said you look cute. Chamella, dear, if you aren’t comfortable displaying yourself like this to the general public, how would you feel about working for me?

Chamella widened her pink eyes. “For you? Doing what?”

“Why, modelling clothes of course! Your figure, although somewhat different aesthetically, is about the same as that of the average pony mare. Perhaps you would like to help me design and model dresses, hm? And you needn’t worry about the public eye gawking at you. You would work under the strictest privacy, I assure you.”

The changeling looked to Shade for advice, unsure of what to do. He simply smiled and shrugged.

“Hey, it’s worth a shot, right? Who knows, you might like it.”

Chamella smiled with the smallest amount of confidence she could muster. “Okay, I’ll give it a try. Oh, it’s not...hard, is it?”

Rarity waved her hoof dismissively. “I should hardly think so. You would simply stand there and look pretty like one of my mannequins. Easy.” She tapped her chin thoughtfully. “Actually, this could be a magnificent opportunity! Now that I have the model for it, I could begin designing a line of changeling attire! Oh, the creative juices are flowing already!” she squealed giddily.

“But, Rarity,” Fluttershy interjected, “we only know two changelings. Wouldn’t that limit your market?”

“Perhaps, but I meant something more along the lines of changeling inspired clothing, not clothes designed for changelings. Although if you two ever wanted something I’d be happy to oblige.”

“Thanks, but I don’t really have an interest in fashion,” Shade chuckled nervously.

“Oh well, no skin off my nose,” Rarity dismissed. She turned to Chamella again. “Now then, dear, why don’t you go and get yourself out of that horribly embarrassing uniform and come join me at my boutique in, oh, let’s say, one hour? Sound good?”

Chamella nodded her head excitedly. Shade couldn’t help but smile. It seemed the longer she spoke to Rarity, the more confident she became. This job was going to do more for her than just pay bills.

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

“Thanks for getting me out of that, Shade.”

Chamella smiled gratefully at her friend, relieved that she no longer had to work a job that forced her to wear something so eye-catching and would have to socialize with so many ponies. She was still getting the hang of this new life stuff, she would rather test the waters slowly than jump right in. But some things needed to be taken care of as soon as possible, such as learning to read, which is why the two of them were headed for the library.

“You should be thanking Rarity,” Shade corrected. “She’s the one who got rid of that crowd and even offered you a more comfortable job.”

Chamella nodded. “Yeah, I really should thank her. I’ll do that when I go there later.”

“You know, Rarity offered me that job when I first came here too.”

His friend looked at him puzzledly. “Really? Wouldn’t it be awkward for you to wear girl’s clothes?”

“W-What?!” Shade flustered, his false, white cheeks burning red at the thought, “No, no! She wanted me to help her with male clothing!” He took a breath to calm himself. “I turned it down though. I figured it would be too humiliating.”

Chamella lowered her head. “Humiliating? But I thought I would have privacy.” A shadow of doubt began to loom overhead.

Shade saw what his words had done to her confidence. “Oh, y-you will, don’t worry. I’m just saying that it’s embarrassing for a guy, that’s all. It’s different since you’re a girl.”

She raised an eyebrow. “How’s it different? Nopony would see you.”

Shade sighed. “It just...is. It’s hard to explain. It’s like, just knowing that you did something like that is humiliating for a guy, even if nopony else knows.”

Chamella rolled her eyes. “Ponies are weird.”

“Don’t I know it,” Shade chuckled. “Alright, we’re here.”

The pair stopped right outside the enormous, hollowed out oak tree that was Twilight’s library. Up until now, Chamella had only seen it in passing, but seeing it up close was a whole other experience. She was awed at how a natural structure like a tree could be converted into a home without affecting it as a part of nature. Birds still nested in its boughs and a hive of buzzing bees busily manufactured their honey.

“Come on,” Shade urged Chamella, holding the door open for her.

The two changelings stepped inside. The library appeared to be empty at the moment. At the very least, there was nopony in the foyer. A few basic level books were laid out on the reading table though, indicating that Twilight was anticipating their arrival.

Chamella stared in silent amazement as she aimlessly wandered around the lobby. Shade couldn’t fight back his smile. He remembered acting similarly when he first saw this place. He was surprised at how willing Chamella was to learn how to read. He made it blatantly clear that it wasn’t going to be easy, but she seemed pretty dead set on doing it. Maybe she just wanted to be on level ground with him.

“Oh, you’re early,” came Twilight’s voice from the entrance to the kitchen. “I wasn’t expecting you for another...” She glanced at the wall clock. “...fifteen minutes.”

Shade shrugged. “There was an...incident at the café. It’s complicated, sorta, I guess.”

Twilight giggled cheerily. “It doesn’t matter. As long as you’re eager to learn, I’m happy to teach.” The unicorn walked over to the table where Chamella was still surveying her new surroundings. “These are the books we’ll eventually be getting into, Chamella.”

The changeling looked over the covers carefully. They were bright and colorful and relayed to her a sense of fun and happiness, although the words were complete gibberish to her.

“It’s actually kind of a good thing you guys showed up early. There’s somepony here I want to introduce you to.”

“Oh, are these the two you told me about, Twilight?”

Shade and Chamella froze when the new voice spoke up behind them. They knew that voice. That soft, soothing, motherly voice. It sent chills down their spines. They both slowly turned around to confirm the owner, which they desperately wanted to be wrong about.

But they weren’t.

Standing in the doorway of the kitchen was a tall, slender mare with a flawless, alabaster coat. Her normally grand, white wings were casually folded against her sides and her long, multi-colored, ethereal mane flowed gently despite the lack of wind. Her elongated horn glowed golden like the sun as it leisurely held a small cup of tea near her softly smiling lips. Her flank bore the same image that the ceilings of several rooms of the library had: the sun. She was adorned in fancy and no doubt expensive gold, metal shoes, complemented by a similar chestpiece decorated with a gleaming, violet gemstone. The same kind of stone was also affixed to the golden tiara sitting upon her head just behind her horn and acted as her crown, symbolizing her status as governing monarch of the entirety of Equestria.

Princess Celestia.

Chamella let out a fearful whimper and scampered to hide herself behind Shade, which she found difficult to do as Shade’s instincts also told him to back away from the mighty alicorn as well.

The tender smile faded from the princess’s face. “Oh my. Did I say something wrong?”

“Guys, calm down. It’s just Princess Celestia,” Twilight tried to reassure them. “She’s not going to hurt you.”

“W-What’s she doing here?! Why did you bring her here?! Have you lost your mind?!” Shade stammered through his fear.

“Oh dear.” Celestia raised a worried hoof to her lips, fearing she had done something to offend her company.

“Shade! What is wrong with you?! Just calm down!”

Shade stared into the soft, violet eyes of the Princess, his legs shaking and sweat pouring down his neck. “W-We haven’t done anything wrong, I swear! Don’t make us go back, we just want to live here in peace!”

Celestia nodded knowingly, having figured out what the problem was. “Please, there’s no need to worry. I’m not here to punish anypony.”

Her words managed to quell the quivering of the two frightened changelings, but they remained apprehensive and still kept their distance.

“I was simply interested in meeting the two changelings that had found happiness amongst my subjects,” she clarified, smiled comfortingly.

Shade swallowed, but found the courage to straighten up. Chamella came out of hiding, but stayed close to her friend.

“Twilight mentioned the two of you in one of her recent letters. I must say, I was surprised to hear about all of this. A changeling living secretly in Ponyville but doing nothing to endanger anypony, and suddenly a battle involving treachery in the changeling colony? It certainly made for an interesting read. I wish I could have been there,” she chuckled.

Celestia sat down at the reading table, taking a dainty sip of her tea before placing it gently on it’s surface. She stretched her wings slightly and folded them back in, sighing in relaxation as she did so. Her informal movements gave the two changelings a sense of both comfort and unease. She seemed to be acting...like a normal pony.

“See?” Twilight said, taking a seat beside her mentor, “She’s not going to bite.”

“I’m sorry if I startled you both. It wasn’t my intention, I assure you,” Celestia apologized.

“You...You’re not mad?” Shade asked cautiously.

The princess raised an eyebrow. “Mad? Why would I be mad?”

“Because of the wedding, what we did.”

Celestia giggled. “Oh, that old thing? Please, don’t worry yourselves over it, it’s fine.”

The two changelings exchanged puzzled glances.

“Princess Celestia isn’t the type to hold grudges,” Twilight clarified with a smile.

Celestia looked at Shade curiously. He found himself taking a careful step backwards. “Shade, was it? Where’s your friend, the pegasus Twilight told me about? Is she not with you?”

Shade shook his head. “N-No, she’s at home. Why?”

The alicorn sighed in disappointment. “Oh, I was just hoping to meet her. I’ve never heard of a pony being in a real relationship with a changeling before. I was hoping to ask her about it. Oh well, maybe some other time.”

This was weird. Shade’s brain was fighting over what he should do right now. Should he run and get away from the princess as quickly as he could or trust her and try and get some answers to the questions that plagued his mind? When was he ever going to get another chance like this?

“So...” Shade swallowed nervously. “...you just want to talk?”

“That’s right.” Celestia smiled. She turned to Twilight with a concerned expression. “I’m not quite sure I’m making a good first impression here.”

Twilight sighed. “It’s complicated. From what I’ve heard, the changelings, all of them, don’t really like you very much.”

Shade and Chamella backed away in fear of what Twilight’s hastily revealed information would invoke.

“That’s...understandable I suppose,” she sighed remorsefully. “The changelings and ponies don’t exactly have a very friendly history. It’s why we live separately from one another.”

“But why do we have to live in exile like that?” Shade surprised even himself that he had garnered enough courage to ask the question.

"‘Exile'? No, that’s not entirely true. The changelings were never exiled,” Celestia clarified.

“They weren’t?” Even Twilight showed confusion at the princess’s response. “But I thought you banished them to the Golden Glade centuries ago?”

Celestia shook her head slowly. “No, I didn’t. The changelings invaded those lands. The Golden Glade once went by a different name when it was inhabited by ponies, but changelings drove them out. Where they came from and why they were so hostile, I have no idea. My theory was that they were actually once ponies themselves, but isolation in a distant land had forced them to adapt and evolve in order to survive. Perhaps their numbers simply grew too large and they were forced to seek out more land. In any case, they were never exiled, but we needed to keep them there for the sake of my subjects’ safety. They were violent beasts. We had no choice. It was that or go to war, and I didn’t want to be responsible for their genocide.”

Shade furrowed his brow. “So that’s it? You kept us there because we were violent?”

She looked at Shade regretfully. “If there were another option that didn’t involve violence, we would have used it.”

“But Chrysalis said that they tried diplomacy!” Shade spat. “Did you just not listen to them?”

Celestia seemed confused. “I’m afraid I have no idea what you’re talking about. There was never any attempts to form a treaty or anything of that nature on the changeling's part. All encounters with them resulted in fighting and death.”

Shade felt his heart sink. “But...she told us...”

“Whatever you were told by Queen Chrysalis was a lie,” the alicorn stately frankly. “What did she tell you exactly?”

Shade had no trouble recalling the words told to him for years as he was growing up. It wasn’t uncommon for those words to appear in his dreams which may be why, even now, he didn’t completely trust the princess.

“She told us that you were a tyrant. A racist ruler who showed love only to the ponies and deemed all other species inferior.”

Twilight looked to her mentor with concern. Certainly not everypony has completely adored the princess, she’s had to make some tough decisions as Equestria’s ruler. But she was certainly not racist. She showed kindness and respect to all species.

Celestia turned her gaze to her cooling cup of tea, watching as the steam began to become thinner and harder to see. “I see. And is that what you believe?”

The question caught Shade off guard. “I-I...To be honest...I’m not sure what to believe. Chrysalis’s words seemed truthful. She believed deeply in the things she was taught, but not even she is sure if they were true or not. I’m sorry to say, but having seen and experienced what the changelings have to suffer through, I can see some truth in it.”

Twilight stood up defiantly. “Shade, Princess Celestia is the most benevolent ruler in all of Equestria. She would never stoop so low as to banish an entire race just because she thought they were inferior. She would never think they were inferior.”

“You have to understand, Shade,” Celestia pleaded, “I only did what I did because of what I feared would happen to my subjects. I have to think of my kingdom as a whole. The changelings were a threat not only to ponies, but to all of Equestria as well.”

“Then...” Chamella’s quiet voice joined in. “...Then this whole thing is pointless, isn’t it? Chrysalis doesn’t even know if those rumors are true. Why are we fighting if there’s nothing to fight about? If you met with Chrysalis now, couldn’t you work something out?”

The revelation dawned on Shade and Twilight as well. Perhaps there was hope. But another realization hit and Shade spoke up.

“Maybe, but Chrysalis said she wanted to take over Equestria, not out of spite, but because she’s power hungry, just like the rest of them.” Shade hung his head in defeat. He was now beginning to realize that there was no hope for the changelings.

“They say time heals all wounds, but, as an immortal alicorn, I can say with confidence that that’s not entirely true. Even I have some wounds that time has been unable to mend in my millennia of existence. Time has not been kind to the changelings either. We’ve spent far too many centuries feuding. By now, even though they don’t know why they hate us anymore, they will continue to do so. It’s in their nature to hate now.”

“But Shade and Chamella have changed,” Twilight interjected. “Doesn’t that mean there’s still hope?”

Celestia looked up at the image of her cutie mark displayed on the library’s ceiling thoughtfully. “Perhaps, but those wounds will still probably require more time to heal. And I’m afraid that by that time the damage will have already been done.” She finally managed to smile at the two changelings again. “But you two have been given this rare chance: to experience life outside of being a changeling and what it may be like if things between our races do someday sweeten. You should relish this wonderful opportunity. Learn from it. And maybe one day, preach what you’ve learned to your brethren. Maybe they will be willing to listen. But even if they aren’t, you can still say you tried. Nothing ventured, nothing gained, right?”

Her words put hopeful grins on their faces. Maybe she was right. Maybe there was hope for the changelings after all.

“I, too, hope that someday ponies and changelings can live in harmony the way you and your special somepony do, Shade. But as long as there is change, there are those who fear it. That’s just the nature of change.”

There was a long, but peaceful, pause as everypony quietly contemplated the princess’s wise words. Celestia cast a sidelong glance to the clock on the wall.

“Oh, is that the time? I’m afraid I must get going, the sun isn’t going to set itself,” she said as she reluctantly rose from her seat. “Twilight, as always, it was lovely seeing you again.”

The unicorn beamed happily. “You’re welcome anytime, Princess. Don’t be a stranger.”

Celestia chuckled. “Of course.” She turned to the pair of changelings. “And it was a pleasure meeting both of you. I hope we can chat about happier things the next time we meet.” The front door swung open and the alicorn stepped out into the fresh, evening air, spreading her regal wings as she prepared to take flight. Before taking off, she turned her head around. “And good luck with your studies.”

With that, she took off. Passersby watched in awe as her magnificent wings carried her back towards Canterlot. Even with how frequently she visited Ponyville, her presence still humbled and amazed them.

This whole encounter gave Shade a lot to think about. Everything he was taught growing up in the Changeling Kingdom was a lie. Their hatred for Celestia and the ponies was not a result of being exiled and forbidden to live freely, but of jealousy and a lust for power. Changelings were monsters and always have been. The hope for equality and peace seemed a distant dream now, but, considering Chamella and his own circumstances right now, still in the realm of possibility.

Twilight waved one last time to her mentor before shutting the door. She turned to her own two students. “Well, you heard her. Let’s hit the books!”

Chamella’s optimistic smile returned and she sat herself at the reading table, sizing up the books she would eventually be reading.

A small grin played across Shade’s lips as he observed his friend's enthusiasm.

Maybe not in our lifetime, but someday.

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

Princess Celestia’s star had started its descent into the distant horizon. The rolling, green hills of Equestria were set aglow by its vibrant, orange light and the clouds seemed to be making themselves scarce as if to make a path for the grand, cosmic sphere. It was a picturesque evening. Nopony would even think that a plot to take over the kingdom had been transpired and thwarted just a few days ago. The ponies just went about their lives in blissful ignorance as if nothing had even happened.

Anypony else would have basked in the embrace of the coming moon on such a majestic evening, but one pony--or rather, one changeling--was too busy being plagued with thoughts of regret and guilt.

Shade stood solemnly atop a tall hill on the outskirts of Ponyville. There was a clear, beautiful view of the town from this point, the radiant sunbeams setting the houses alight with a soft, amber glow. But he wasn’t there to admire the scenery. His eyes instead focused unwaveringly at a small mound of dirt that looked to have been upturned recently. A pile of round stones lay over the soil, holding upright a pair of wooden planks joined by a nail, shaping a cross.

Shade stared silently at what he believed should have been his unmarked grave. In a way, it was, at least for the unicorn whose form he had been wearing for over a month now. How would things have turned out if Shade had never met that stallion? He would have arrived in Ponyville as a changeling and what would have happened? Twilight herself admitted that they probably would not have trusted him and he’d be driven out, forced to return, defeated, to the Changeling Kingdom. His quest for a peaceful existence would have been over on the first day.

In the end, his decision to impersonate this pony was what allowed him to succeed. He earned the trust of his friends, neighbors and even his girlfriend by deceiving them, just as a changeling would. It aggravated him to no end, but ultimately it was the best choice to make; he had done it, he had found a new and better life where he could be accepted for who and what he was, all thanks to that unicorn. He owed everything he had achieved up until this point to that unicorn, and he didn’t even know his name.

A set of hoofsteps rustled the blades of grass as somepony ascended the hill. Shade didn’t turn to look. He didn’t need to, he knew who it was.

“So, this is that unicorn you told me about?” Winter asked in a hushed voice.

Shade simply nodded. He couldn’t keep this a secret too, his mind would be endlessly wracked with guilt. Winter was a little shocked when she found out, but managed to overcome it after hearing the whole story. He was relieved to know that she believed him.

She saw the intense, guilty stare Shade cast upon the grave. “You didn’t kill him, Shade.”

He didn’t take his eyes off of the grave. “I might as well have. After what I did, I should be considered his killer.”

“But he was attacked by something, that’s what you said, right?”

He turned to Winter, his face seeming to be on the verge of tears. “I mean that, had everypony known about him from the beginning, they would have assumed I killed him.”

Winter lowered her gaze. She couldn’t disagree with him, the evidence would have seemed pretty incriminating.

The changeling returned his eyes back to the grave. “I wanted to help him, but what did I do in the end? I stole his identity.” His voice began to drip with self-loathing. “Instead of respecting the recently departed, I took what wasn’t mine like a common grave robber.”

The pegasus silently sidled up next to Shade, softly nuzzling into him in an attempt to provide comfort. “If you hadn’t did what you did, then we would have never met. Don’t you think he’d be happy that he could be of some help to you?”

“He hated me with his dying breath, literally. And for good reason.”

“No, there was no good reason,” Winter argued. “He judged you based on your appearance. That’s no reason to hate somepony. Giving you a body to use could be considered his way of apologizing for the way he acted toward you.”

Shade shrugged his shoulders and sighed. “I guess we’ll never know.” He turned away from the grave and sat down on the grass, looking out over his new home. “Do you know how it feels to have the first pony you meet on your journey to find peace and happiness hate you with such prejudice and then have to watch them die right in front of your eyes? I’ve had to live with that for a month now and it’ll stay with me for the rest of my life.”

Winter stared at Shade sadly, her ears drooping. She walked over to sit down beside him. “You can’t change the past, Shade. Why dwell on it?”

He looked at her with slight shock that she would so casually say such a thing.

“You need to lay these things to rest, otherwise you’ll be miserable. Wouldn’t that defeat the purpose of what you were trying to achieve?”

Shade allowed a moment for her words to sink in. He turned his sights back on Ponyville, though he wasn’t actually looking at it. “I’ve thought about what you said, Winter, about why I’m still wearing this disguise, and you’re right. You can’t change the past. In a world that’s ever changing, there are some things that remain constant. I’ve been using this body, a gift that I don’t deserve, to get what I wanted. That proves, without a doubt, that I haven’t changed.”

Winter stared at him with deep concern.

“Guise may have been misguided and corrupt, but he was right about one thing: I’m not a pony, and I‘ll never be a pony. I’m a changeling. Always have been, always will be.”

“But does that have to be a bad thing?” Winter asked with a small smile. Shade gave her a confused and incredulous look. “You’re a changeling, so what? That doesn’t seem to be bothering anypony here. You’ve said it yourself too ya know: It’s who you are that defines you, not what. I was never in love with a pony this last month.” She gazed deeply into his emerald eyes. “I’ve been in love with a changeling, and I’m fine with that. Maybe you wanted to be a pony, but I just want you to be yourself. And you’re a changeling, so I want you to be a changeling.”

Winter’s wide smile was contagious. He couldn’t help but join her with his own grin. How could he refuse the desires of the mare he loved? His horn was set alight with neon green magic and a wave of jade flames washed over his body. Shade took a moment to let the evening breeze blow through his natural navy blue mane, he flittered his wings that normally remained hidden, and he sighed.

This was who, and what, he was. And if Winter could accept it, so could he.

“See? I’m still here, right?” Winter smiled. “There’s no reason to hide anymore. As far as we’re concerned, you’re one of us now.”

She always did have a knack for making him smile. Her heavenly voice alone had the power to lift any black clouds that would follow him.

He could never truly say he was sorry to that unicorn for taking what wasn’t his, but the least he could do was give it back and hopefully that was enough. Maybe if he had accepted Shade’s help this whole experience would have been made easier. Perhaps in another universe he could have saved his life and been Shade’s first friend. Would that have changed anything? Would he still have met Twilight and Rarity and Applejack and the others? Would he have ended up in Ponyville at all?

Would he have met Winter?

Which outcome would he have preferred? Being with Winter but having to endure these recent trials or living without the guilt of seeing a pony die and possibly never even meeting Winter? Either way, he didn’t really have a choice now. And seeing the beautiful mare sitting next to him was as good a sign as any that this outcome was preferable, though not without its consequences. He only wished he could thank that unicorn for all he was able to, albeit without permission, do.

The ivory pegasus leaned into him, snuggling up against his smooth, hairless, black skin. She looked up into his natural, green eyes. He said that some things always remained constant and if Shade had one feature that held true to that, it was his eyes. Winter could always see the love he felt for her and how truthful his words were by looking into his eyes, even if she didn’t always believe it. Maybe things would have been more...normal if she had never found out he was a changeling, but that’s a question that would remained unanswered. It didn’t matter anyway; she was happy and Shade was happy. She couldn’t ask for anything more.

Shade watched contentedly as Winter quietly watched the moon rise over Ponyville, her head resting gently against his shoulder and her expression happy and comfortable.

His gaze followed hers and joined them in an audience to Princess Luna’s celestial pearl. An endless blanket of stars covered Equestria for another night. Tomorrow wouldn’t be just another day, it would be his first day here as a changeling.

And he couldn’t wait.

The End

Bonus Chapter 1: Evaluation

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A Wolf in Sheep’s Clothing

By Dee Pad


Bonus Chapter 1: Evaluation


The sleeping changeling stirred in his slumber. Though his sleep was not restless, his mind was telling him something was wrong. Shade tried to push those thoughts back. It had been a month since the incident with Guise and the following weeks had been ludicrously peaceful. So then why did something feel off?

He wasn’t going to worry about it. Those days of worrying that one little thing would strip him of everything he had gained and loved were gone. Why should today feel any different from any other day?

But even if he had trouble removing those thoughts from his conscience, there was always one surefire way to ease his concerns.

Shade rolled over and reached out his hooves, wrapping them around the white body of his lover and drawing her closer to him, snuggling into her back like a soft, feathery pillow.


Shade’s jade eyes finally opened. Lifting his head, he took a better look at his "lover." In place of a slumbering pegasus was, in fact, a warm, plush pillow. The mare in question was nowhere to be seen.

The navy-maned changeling sighed, a sign of his disappointment, annoyance, and relief. At least he knew what that off feeling was now. Everyday since things had calmed down, he’d awoken to the embrace of his favorite pegasus, one with whom he shared his life and his love with. His mind must have just grown accustomed to waking up that way. It certainly beat rising with a mouthful of dead leaves.

Now that one question had been answered, it was time to tackle the second: where did Winter go? Had she gone to work? Shade glanced at the alarm clock on the bedside table. He knew there was no way she would have beaten the alarm to the punch; she wasn’t a morning person in any sense of the term. Besides that, it was only six o’ clock. It would have taken something big--really big--to make her want to get to work that early.

Shade sniffed the air. A pleasant aroma drifted through the room. It smelled like food cooking.

Is...Is she cooking breakfast? That thought worried him.

He considered Winter to be absolutely perfect in every way imaginable. Her lovable personality, her stunning good looks, and all the cute, little intricacies of her demeanor that Shade found irresistible.

But if somepony were to force him to pick one thing about her that maybe wasn’t really entirely perfect, he would probably say it was her cooking skills. It’s not that she was a bad cook, it’s that she was so easily distracted from whatever it was she was preparing. For every good meal she made, she ruined ten more. By the time she had gotten it right, he would have no time to eat it because he had business somewhere else. The only food she’s ever really been able to cook properly on a consistent basis was toast. And this didn’t smell like toast.

Shade stretched his still tired body, flittering his thin, translucent wings as he gave a mighty yawn. Reluctantly, he removed himself from the bed and made for the bedroom door if only to satisfy his growing curiosity. The sizzling of food on a frying pan became louder as he descended the staircase towards the kitchen. It smelled delicious but he didn’t want to get his hopes up.

As he suspected, Winter was standing in front of the stove keeping a vigilant eye on the searing vegetables in the pan. The white apron she was wearing seemed to have been stained in multiple spots but Shade couldn’t determine the origins of each individual one.

Though Winter being this determined to prepare a good meal was unsettling in and of itself, that didn’t really compare to the feeling Shade got when he noticed the mountain of dishes that had been piled up in the sink and the virtual compost heap of charred and discarded food scraps in the trash can.

She appeared to be cooking a stir-fry. That’s not even something normal people eat for breakfast. What would possess her to be cooking it at six o’ clock in the morning or, given the amount of used materials that had accumulated, even much earlier?

“Winter, what’s going on?” Shade asked trepidatiously.

Winter’s head spun around so quickly that Shade was surprised it didn’t snap clean off. “Shade!” she bellowed. She quickly ran over to him, grabbing him by the shoulders and shaking him furiously, a look of unbridled terror on her face. “You’ve gotta help me! I’ve been trying to get this dish just right but it’s not working! I’ve tried following the recipe but it burned, then I tried turning the heat up a little higher and it just burned faster, then I tried turning it down but it still burned! I don’t know what I’m doing wrong!”

Shade finally managed to free himself before her shaking caused his head to pop off. He observed the panicked look in her baggy, sleep-deprived, amber eyes, which were almost on the verge of tears.

“Have you been cooking all night?” he asked her.

“Not the point right now, Shade,” she said narrowing her eyes. “I. Need. Your. Help.”

“What am I supposed to do? I don’t even know what you’re doing.” Her manic behavior was only serving to confuse Shade further.

“You work in a restaurant, help me cook!” she demanded rather loudly.

Shade rubbed his ear with a hoof. “I’m a waiter, not a chef. Look, just calm down and explain to me what it is you’re doing in the first place.”

Winter raised an eyebrow in perplexed frustration. “I’m making supper, what’s it look like?”

“‘S-Supper’?!” Shade echoed. “Do you even realize what time it is?! We won’t be eating supper for, like, twelve hours!”

“I kno-o-ow!” Winter cried as she finally broke down. “I’ve already wasted so much time! I’ll never finish at this rate!”

Shade couldn’t help but stare at her incredulously. He had never seen her this upset about something so trivial. The changeling steeled himself, grabbed his girlfriend by the shoulders, and looked her straight in the eye.


Her bawling halted immediately and she gave him her full attention.

“What. Is. The. Problem?” he asked slowly and clearly.

Winter took a deep breath, the words in her throat almost making her want to vomit. “My parents are coming for a visit.”

Shade released her and stood silently as he waited for the punchline, but all he received was a worried stare. “That’s it? That’s what has you up in arms? Your parents?”

She gave a nervous nod. “I found a letter from them last night lying in the dirt next to the mailbox. I was probably supposed to get it yesterday morning but Derpy must have dropped it. They’re coming here from Cloudsdale today.”

“And why does this have you up at all hours of the night just to cook one meal?”

Winter stepped forward defiantly. “Because this meal needs to be perfect! If I spend every waking hour working on it, then I’m bound to get lucky sometime and stumble upon the perfect dish!”

Shade pressed his hoof against the bridge of his nose. “Then why didn’t you just ask for help in the first place? I’m sure somepony would be willing to--”


Shade took a step back in surprise.

“I have to cook it myself! I need to show them that I’m independent and can take care of myself!”

Shade passed her a puzzled look. “But you just asked me for help.”

Winter fell onto her haunches and hung her head ashamedly. “I know. I was just getting desperate.” She cast a sidelong glance at the overflowing trash can. “We’re almost out of food.”

Shade sighed. “Alright, I’ll lend you a hoof and you can take credit for it. How does that sound?”

Winter tried to force a smile but it faltered. “Thanks,” she muttered dejectedly.

The green-eyed changeling placed a hoof on her shoulder and smiled reassuringly. “Come on, it’s not going to be the end of the world if your parents have a sub-par meal. Won’t they just be happy to see you?”

Winter looked back at him, her expression telling him that his words were doing nothing to alleviate her worry. “It’s not just about the food, Shade,” she said quietly.

He lifted an eyebrow. “It’s not? Then what’s bothering you?”

The concerned pegasus took another deep breath. “I haven’t been in contact with my parents since I moved to Ponyville. I haven’t seen or heard from them in about four months.”

“Okay, so wouldn’t that mean they’d be even happier to see you?”

Winter continued to gaze at him with defeated eyes. “They don’t know what happened here last month. They don’t know about you.”

The gloomy shadow that had been hovering over Winter had finally managed to catch Shade under its overcast as well. “Oh...Well, why didn’t you tell them?”

“Like I said, I haven’t seen them since I moved here,” she explained. “So, unless they caught wind of it from somepony, they’re still in the dark about the whole thing.” She hung her head apologetically.

Shade groaned and craned his neck toward the ceiling. He could already tell that this encounter was not going to be pleasant. “I can’t imagine how they’ll react when they get here.”

Winter scratched the back of her head nervously. “Yeah, see, the thing is, we’re not telling them.”

The changeling blinked. “What?”

“I’m gonna need you to go ahead and disguise yourself when they arrive,” Winter told him without a hint of jest.

“You’re...joking, right?” He couldn’t believe she would even suggest such a thing. “I am not shapeshifting tonight, or ever again if I can help it.”

Winter attempted to sway him by trying on her puppy dog eyes. “Please, Shade. This is really important. My parents can’t know you’re a changeling.”

“They’re going to find out eventually,” Shade pointed out, “Wouldn’t it be better to get it over with from the start?”

The pegasus sighed and passed Shade a remorseful gaze. “You don’t understand, Shade. Maybe it’ll be easy with my mom, but Dad? He’s a whole other story. He’s super strict and kind of old-fashioned. He’s...not really fond of non-pegasi, unicorns in particular. I can only imagine how he’d feel to know I was dating a changeling.

“Come on, he can’t be that bad.”

“Well, let me put it in perspective for you: My dad was the one who hired me to work at the weather factory in Cloudsdale,” Winter explained.

“How does that prove--”

“He’s also the one who fired me. On my first day.”

Shade gulped. “That seems a little...extreme.”

Winter shook her head. “You don’t know the half of it. So, just change for one day, just until they leave.”

The shapeshifter took a moment to contemplate her words before he shook his head. “Sorry, but the answer is still no.”

Winter’s expression suddenly became dead serious. “I’m not making a request, Shade.”

Shade took a cautious step back, a single drop of sweat forming on his neck. He managed to compose himself before pursuing his argument. “Winter, I’m not going to do that. You know how I feel about wearing a disguise. Besides, you were the one who told me to be myself. So, sorry, it’s not happening.”

Winter’s eyes narrowed to tiny slits. She thrust her hoof forward, wrapping it firmly around his curved horn and pulled him directly in front of her so their noses were pressed against one another. A sudden surge of regret and dread shot through Shade’s mind and body. She hissed at him through clenched teeth.

“You are going to lie to my parents or I swear to the sun this whole thing we have here,” She indicated the house using a circling motion with her free hoof. “is over.”

He took a second to ensure that he had heard her correctly. “What?”

“You heard me,” she said, her expression unmoving. She released his horn from her death grip. “I’m going to count down from five and if you don’t say yes, then you can just march your flank right out that door and back to the Golden Glade. Five.”

A seed of worry implanted itself into Shade’s mind. “You can’t be serious.”


He forced a knowing grin. “You’re bluffing.”


And suddenly his smile faded. “Okay, this isn’t funny anymore.”


Panic began to set. “After all we’ve been through, you would end it just like that?!”


“Alright! Okay! I’ll do it!” Shade shouted in a desperate gamble to abort the countdown.

Winter’s lips curved into the warm smile that he was so familiar with. “There. Was that so hard?”

Shade groaned in defeat. “I never thought you could be so cruel...”

She frowned regretfully. “I’m sorry,” she apologized, leaning in and giving him a peck on his cheek, “but I really need you to do this for me. I promise I‘ll make it up to you, okay?”

He could see in her eyes just how much she was worried about this. If it really was so important to her then he wanted to help, even if it meant breaking his new credo. Plus, he never really believed she would break up with him because of something so simple, but he didn’t want to take any chances on losing everything he held dear. “Fine, but for the record, I’m not comfortable with--is that smoke?”

Winter peered over her shoulder in time to catch sight of the billowing fumes rising from the neglected frying pan.


She dashed over to the stove and haphazardly grabbed the pan’s metal handle which she immediately dropped to the floor with a resounding clang.

“Gah! Hot!” the pegasus shrieked. She lifted her singed hoof to her lips and began to suckle on the afflicted area in an attempt to ease the quickly escalating pain.

Using his magic, Shade pulled a first-aid kit from a nearby cupboard and removed a length of bandage, delicately wrapping it around Winter’s burned hoof; it wasn’t the first time she had injured herself in the kitchen. She whimpered as her boyfriend pulled the bandage taut and looked at him pleadingly.

Shade sighed, finally giving in to her guilt-inducing gaze. “Let’s get this mess cleaned up before we do anything else.”

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

Thankfully, Shade was able to eventually dial Winter’s state of urgency back several notches to the point where, when she did feel she was starting to freak out, she could take a deep breath to cool her head. It helped to have his supportive hoof on her shoulder as well; looking into his reassuring eyes and loving smile kept her at ease, even if one or two dinner plates had shattered on the floor as a result of shaky hooves.

The table had been set with the finest--well, second finest--dinnerware that Winter owned or could afford, which admittedly wasn’t very impressive. She had even suggested going out to purchase an entirely new dinette set. Shade had to keep reminding her constantly that they weren’t going to be entertaining royalty. Nonetheless, their meal had been prepared. The dishes and cutlery marked out four areas around the table where the three ponies and one changeling would be seated this evening. Through the combined efforts of both residents of the household, the stir-fry did eventually turn out. Not perfectly, but compared to the multitude of the pegasus’s failed attempts it was definitely a step up and would have to suffice.

Winter scrutinously critiqued her work, walking circles around the table and eyeing each and every piece she had painstakingly positioned to perfection. She spread her wings and rose towards the ceiling to get a birds-eye view--a low-flying bird anyway--of the dining room.

Winter narrowed her eyes. “Hmm. Mom’s glass is two inches from her plate but Dad’s is two and a half...” She fluttered down to correct her imperceptible error, nudging the glass she had placed for her father's glass slighter closer to his plate before returning to the ceiling for a second assessment. She smiled and dropped back to the floor. “Perfect,” she beamed with self-satisfaction, but a small frown appeared to replace it. “At least, I hope so.”

The sound of hoofsteps turned her attention away from her obsessive arrangements and to the staircase where she saw a white-coated, cobalt-maned unicorn begrudgingly descending to the first floor.

“I’m going to ask once more: do I really need to do this?” Shade groaned.

Winter approached him wearing the same reassuring smile he had been giving her all day. “I’m sorry, Shade, but it’s just for one day. I really appreciate you doing this for me.”

“You didn’t really give me much choice,” he deadpanned.

Winter took a step back and looked Shade up and down, her eyes eventually stopping on his horn and lingering there for a moment. She hummed in thought. “Can’t you lose the horn? Maybe even give yourself a pair of wings or something?”

“Shapeshifting doesn’t work like that,” the disapproving changeling stated. “We can only imitate real ponies that we’ve seen before. We can’t just create our own bodies since the spell works based on our memories, not our imaginations.”

Winter frowned. “Well, what if you just pretend to be one of the pegasi from around here?”

She only received an unamused glare at her suggestion.

“Just asking. Sorry.”

Shade exhaled deeply. “Can we just get this over with? When will your parents be here?”

Winter looked to the clock on the wall. Surprisingly, simply preparing everything for her parents had eaten up their whole day. “They should be here pretty soon.” A sudden wave anxiety came over her. “Ohh, I don’t know if I can do this. Maybe I should reschedule.”

She felt Shade place his fabricated hoof on her shoulder. “Hey, come on now, you put a lot of effort into getting everything ready. I’m sure it’ll be fine.”

“You wouldn’t say that if you knew my dad. And besides, it’s you I’m worried about.”

“Your dad really doesn’t like unicorns?” Shade asked concernedly.

“Please don’t think he’s a bad guy,” Winter pleaded. “He’s stern, but--”

Winter suddenly jumped at the sound of knocking on the front door. “Cripes!” She placed a hoof on her chest to ensure her heart hadn’t stopped. She took a deep breath and turned to the door. “Too late to second guess now I suppose,” she sighed. “They’re here.”

“Just relax, Winter. I really doubt it’s going to be as bad as you--what are you doing?”

Shade cocked an eyebrow as he observed how Winter had begun to fidget nervously and crossed her hind legs.

“I have to use the bathroom. Dangit, why does this always happen? Whenever I know I’m going to have an unpleasant encounter with my parents, I suddenly need to use the toilet.”

“Well, hurry up. The sooner we get started, the sooner it’ll be over,” Shade coaxed.

“We can’t keep them waiting,” she argued, hopping in place more frantically now, “Look, as much as I would rather you didn’t, you’re going to have to entertain them until I get back.”

“‘Entertain them’?!” Shade balked. “But what about everything you told me?”

“It can’t be helped. Just introduce yourself and keep your mouth shut afterwards. I’ll be back in a minute.”

Without waiting a moment longer, Winter bolted to the upstairs bathroom in a white and red blur. Shade turned towards the door again and a second knock echoed from the wooden frame. He could almost hear Winter whimpering upstairs, knowing that they had made her parents wait too long already.

Shade cautiously used his magic to turn the doorknob, allowing the door to swing inward and reveal the two pegasi waiting on the other side.

The first--a stallion and clearly Winter’s father--was a rather tall and sleek individual. His coat was a dull blue and his short mane a much darker shade of blue. His eyes were a dim hazel color and he appeared to have a cutie mark consisting of three small, white clouds. If he had been smiling before the door opened, he was doing a good job of hiding it. The expression on his face was as stern as Winter had described and even more so the longer he glared at Shade. The changeling felt like his gaze was drilling a hole straight through him.

In complete contrast to the stallion was the mare that was with him. Shade had to perform a double take to ensure he wasn’t seeing things. This mare was the spitting image of Winter, though, considering this was Winter’s mother, it would be the other way around. The only features that differentiated the two were her inverted color scheme--a bright red coat and long, white mane--her cutie mark, which depicted a snowflake, and a few distinguishing signs of age such as wrinkles around her eyes and a silver sheen in her mane and tail. However, Winter had apparently inherited her beautiful, amber eyes. She had been smiling warmly much like Winter often did until she laid eyes on the stallion that had opened the door.

“Oh, I’m sorry,” she started, her voice just as melodious as her daughter’s. “We must have the wrong house. We’re looking for Winter Maple’s residence. Do you know where it is, sir?”

Shade’s brain momentarily blanked. He suddenly understood why Winter was so nervous, though, for whatever reason, he couldn’t explain why he understood. Something about her father’s gaze made him feel uneasy. He had to recall Winter’s instructions before she had disappeared upstairs.

“Actually, this is Winter’s house,” Shade corrected.

“Oh.” The mare seemed confused, but it made sense; she didn’t know yet that Winter had a boyfriend.

“Then who are you?”

Shade shuddered as her father spoke, his icy tone chilling him to his very core.

“I-I’m Shade. I’m Winter’s...” He hesitated briefly. What sort of reaction would his answer elicit? “...Her boyfriend.”

Shade shut his eyes tight as if awaiting something terrible to happen. When nothing did, he cautiously opened them once more. The stallion’s eyes had narrowed to very thin slits, but, to Shade’s relief, he stayed where he was. The mare’s eyes, on the other hoof, had widened considerably and a wide, excited smile appeared on her lips.

“Oh my goodness!” she gasped. “I had no idea my little filly had found a special somepony! It’s lovely to meet you!” She stepped inside and placed a hoof against his cheek and looked him up and down. “And such a handsome stallion as well,” she added coyly.

A light tinge of pink appeared on his white coat at the compliment. He chanced a glance over to the stallion still standing on the threshold. His intensely burning, hazel eyes appeared to be fixated on Shade’s horn before glowering directly into his own green irises.

Winter’s mother looked over Shade’s shoulder and peered around the house. “Where is Winter then?”

“In the bathroom. She’ll be down shortly,” Shade answered, though he regretted being so terse.

“Hmph,” Winter’s father grunted. “She should have done that before we arrived.”

The mare waved a crimson hoof dismissively. “Oh, don’t be so hard on her, Nimbus. It’s our first visit since she moved out. She’s just a tad nervous.”

The stallion--apparently named Nimbus--scoffed once more. “A habit she should have grown out of years ago.” He finally let himself inside to assess the establishment, though Shade couldn’t help but notice him glance in his direction every now and then.

They turned their eyes to the staircase when they heard a set of hoofsteps approaching.

“Ah, that’s better,” Winter sighed with relief as she sauntered downstairs. She stopped dead in her tracks at the bottom when she noticed the three pairs of eyes staring at her, a small blush appearing on her cheeks.

Another smile graced her mother’s lips. “There you are, Winter!” She walked over to give her daughter a tight hug.

Winter matched her mother’s grin. “Hi, Mom.”

“Oh, it’s been such a long time. How’s my little powder puff doing?”

Shade forced himself to stifle a chuckle. ‘Powder puff'? I’ve gotta stow that one away for later.

“I’m great, Mom.” Winter freed herself from her mother’s loving embrace and turned to her father. “Hey, Dad.” Shade couldn’t help but noticed a slight catch in her voice. Nevertheless, she wrapped her hooves around her father’s neck and hugged him as she had done for her mother. For the most fleeting of moments, Shade could detect some degree of emotion in Nimbus’s expression as he returned her embrace.

Winter looked back to Shade. The look on her face indicated that she had briefly forgotten he had been present. “Oh, right!” Winter pointed a hoof to her father. “Shade, this is my dad, Nimbus...”

He continued to glare icily at Shade without saying a word, only nodding slightly to acknowledge his introduction. Shade gulped involuntarily.

Winter then turned Shade towards her mother. “...And this is my mom, Autumn Maple. Mom, Dad, this is Shade...” She hesitated just as Shade had when he introduced himself. “...My boyfriend.”

Even though Shade wasn’t looking at Nimbus, he could feel the stallion’s gaze boring a hole into his skull.

“I’ve got supper ready for all of us,” Winter said, gesturing to the kitchen. “I hope you like it. I worked hard to get it just right.”

“Thank you, sweetie,” Autumn said as she and Nimbus made their way to the table.

Shade started to follow them but felt something yank on his tail. Winter was glaring at him rather harshly with his tail gripped between her teeth. “What did I tell you?!” she hissed quietly at him.

“What? I just did what you told me,” he whispered.

“I told you to introduce yourself. You weren’t supposed to let them in until I got back.”

“So I was supposed to just let them stand outside in the cold?”

Winter groaned and shook her head. “Ugh, nevermind. Let’s just have our supper and get this over with.”

“I still think you’re overreacting to this whole thing,” Shade stated.

“We’ll see.”

Winter put on a fake smile as she and Shade took their seats on one side of the dining table while Nimbus and Autumn sat opposite to them. Autumn inhaled deeply through her nose.

“Mmm, it smells delicious, honey. Did you make it yourself?” she asked curiously.

Winter looked at Shade warmly. “Well, I had a little help.”

The changeling returned her smile, feeling a little more secure than he had been up until now.

“What, did he just materialize the whole thing or something?” Nimbus accused, once more glaring at Shade. “Taking the easy way out?”

Nimbus’s words stung. Shade was surprised that he’d be so direct with such a thinly veiled insult.

“Dad, please,” Winter whispered, frowning. “We cooked the whole thing from scratch, I swear.”

Nimbus simply shrugged his shoulders in response.

Autumn cleared her throat. “Anyway,” she started, attempting to change the subject as she lifted her fork to her mouth, preparing to take a bite. Her eyes bounced between the two younger ponies across the table. “You never told us you had a boyfriend, Winter. How did you two meet?”

The white pegasus smiled as she recalled the day she met Shade, before she discovered he was a changeling. “Actually, it’s kind of a funny story. A mischievous storm cloud got away from me one day and ended up raining on Shade on his first day of work.” She giggled when she saw the look of embarrassment on Shade’s face.

“You let a cloud get away from you?”

Winter’s grin vanished instantly. Had she not been so caught up in her reminiscing, she would have left that little detail out. Unfortunately, her father had picked on it and decided to focus on that aspect of her brief story.

“Need I remind you, Winter, that daydreaming while you’re on the clock is exactly why you were fired from the weather factory,” Nimbus pointed out to his daughter.

“I wasn’t daydreaming!” Winter insisted. “It was a wily one. It could have gotten away from anypony!”

“Making excuses only makes you look worse.”

He was absolutely relentless, even to his own daughter. Winter wasn’t kidding about him.

“Nimbus, dear, is this really the time for this?” Autumn interjected, trying to veer the subject to another topic. “Let’s try and talk about something else, hm?”

Nimbus shrugged his shoulders, apparently agreeing to drop the subject. He lifted a mouthful of stir-fry to his lips. He wasn’t complaining about their cooking, at least that was something.

“Anyway,” Autumn continued with a partially forced smile, “you mentioned you met Shade while he was working. What do you do, Shade?”

The changeling smiled genuinely; he may not have been good at a lot of things, but he was still good at his job and he took pride in that. “I’m a waiter at a local restaurant.” What could Nimbus say to belittle that? Shade grinned cockily as he waited for a response.

“So, you’re a servant who just gets ordered around by the common pony. Admirable. It takes guts to devote oneself to such a demeaning position.”

Any ounce of confidence he had built up was instantly drained from Shade’s face. His ears drooped and his gaze fell disheartenedly down to his plate. This guy was just looking for reasons to put people down.

“Nimbus, that’s enough,” Autumn commanded with a stern tone. “We came here to see our daughter, not criticize her and her boyfriend.”

Nimbus went back to his food without so much as an apology. Autumn once more looked to her hosts with an even more forced smile. “Now then,” she said clearing her throat, “Shade, if you don’t mind my asking, what exactly does your cutie mark have to do with being a waiter? Pardon me for being ignorant, but I’m not quite sure what it is.”

Shade’s eyes widened. Until now he had forgotten that in this form he even had a cutie mark. “Oh, that. Uh, well, actually it doesn’t have anything to do with it.”

Autumn tilted her head in confusion. Even Nimbus arched an eyebrow slightly, awaiting his explanation so he could no doubt be even more condescending. “It doesn’t?” Autumn asked. “Then what does it mean?”

Shade was really hoping this wouldn’t come up. Even after how long he’d been here, he hadn’t actually learned what these "video game" things were.

“It means he has a talent for playing video games,” Winter answered in his stead.

“Hmph, typical.”

All eyes once again turned to the dull blue pegasus.

Shade glared at him discreetly. Great. What insult could you have prepared now?

“Leave it to a lazy unicorn to spend all of his time on the couch staring at one of those idiot boxes.”

Shade ground his teeth in aggravation. This statement didn’t technically apply to Shade at all, but it was infuriating that Nimbus would be so unapologetic about it. The very pony he was insulting was sitting right in front of him.

“Actually...” Shade hissed through his clenched teeth. He had to take a deep breath to prevent himself from lashing back at the stallion. “...I don’t believe that a pony needs to be defined by their cutie mark. It’s not a brand, it’s simply a symbol of something they excel at. It doesn’t have to define who they are.”

Nimbus was silent for a moment, looking thoughtfully at Shade. Had he actually said something that the pegasus couldn’t disparage?

“I suppose you have a point.”

Both Shade and Winter were caught completely off guard. Neither one had expected him to comply with Shade’s thought.

“Or perhaps, more likely, you’re just humiliated that you have such a useless talent.”

You’ve gotta be kidding me!

“Winter,” Shade addressed, trying with all his might to keep his rage in check, “can I talk to you for a minute?”

Without waiting for a reply, Shade dragged his girlfriend into the next room. She already knew where this was going.

“What is his deal?!” Shade snapped quietly.

“I tried to tell you,” Winter said, shaking her head.

“I didn’t expect every word out of his mouth to be a so depreciative! How did you put up with this your whole life?!”

She sighed and looked apologetically into his emerald eyes. “Because he’s my dad. I...guess you wouldn’t understand.”

Shade sat down on the floor, his ears folding back to display his displeasure. “I don’t know how much more of this I can take, Winter. He’s just so...infuriating!” Shade looked at his own hooves. They were actually shaking and he wasn’t sure if it was due to his taking her father’s comments a little too seriously or because of his quickly escalating animosity towards him.

Winter placed a hoof under his chin and gently lifted his head. “I know it’s rough, but it’s just for a little while longer. Just try not to take anything he says to heart, okay?”

Shade nodded slowly before rising to his hooves again. The two took their seats at the table once more.

“Sorry about that,” Winter apologized with an uncomfortable smile, “So, where were we? Oh! Mom, why don’t you tell Shade about your job?”

Autumn tapped a hoof to her chin. “Hmm, I suppose I could. Well, it’s nothing spectacular, but I design snowflakes for use during the winter season.” She smiled warmly at her daughter. “That’s actually how Winter got her name; out of all the little snowflakes I’ve created over the years, she is by far the most unique and precious.”

Winter looked away, blushing with embarrassment. “Oh, I don’t know about that,“ Winter said modestly. “I don’t think I’ll ever be quite as unique as this snowflake.” Winter held up the sparkling necklace hanging around her neck to show to her mother.

“My goodness!” Autumn exclaimed. “That is absolutely beautiful, Winter! Is that diamond?! How in Equestria could you afford it?!”

Winter couldn’t help but giggle slightly. She knew this was the one thing that her father couldn’t belittle. “Actually, Shade bought it for me. He gave it to me the first time he said he loved me. He had been saving up money for a house of his own but decided to forego that to give me a gift that holds a great deal of significance to both of us.”

Autumn nearly swooned. “Oh my. That’s so romantic! Isn’t that just the most heartwarming thing you’ve ever heard, Nimbus?”

All three ponies looked at Nimbus, awaiting his response with bated breath. Shade could have sworn he saw a small smirk creasing the corners of his lips.

No..., Shade thought, You can’t possibly have something derogative to say about that!

“So instead of doing the responsible thing and getting your own place, you spent all your money on a little trinket so you could continue to mooch off of somepony else.” He glared intensely at Shade. “Just like a lazy unicorn.”

Shade barely fought back the urge to lunge across the table and strangle him.

“Oh dear,” Autumn sighed. “Winter, honey, perhaps your father and I should be going. Maybe we should visit another time when things aren’t so...tense.”

Winter groaned in reluctant agreement. “Yeah, this isn’t exactly going as I’d hoped. Dad, can’t you just apologize to Shade?”

Nimbus rose from his chair, preparing to make his way to the door. Apparently, he was pretty eager to get out of this as well. “I have nothing to apologize for,” he stated simply.

Autumn rose to follow him. “I’m sorry, sweetheart,” she whispered to Winter. “We’ll be sure to visit again soon.”

From the next room, Nimbus spoke up again. “I’ll come back when you’ve found yourself a more responsible boyfriend. Maybe somepony with less...horn.”

That’s it!

Not even Shade was sure if his outburst was meant to be out loud like that, but he didn’t really care; he couldn’t take it anymore. He stormed forward, stopping inches away from Nimbus and looking up into the taller pony’s face. When he had first arrived, he had found Nimbus’s stature to be a little imposing, but now he stared him down fearlessly. He needed to lay into this absolutely aggravating stallion.

“What is your problem?! You’ve done nothing but act condescending and insulting ever since you got here! Not just to me, but your own daughter! What kind of heartless monster talks about his daughter that way?!”

Nimbus didn’t respond. He knew Shade wasn’t finished and waited for him to finish his spiel.

Winter and Autumn kept their distance, watching Shade tear into Nimbus as if it were a train wreck waiting to happen and there was nothing they could do to stop it.

“And, what, you don’t like me just because I’m a unicorn? Your distaste for unicorns is so deep that you would probe every little detail for anything you could use against them?!”

Nimbus continued to glower fiercely. Shade stepped back slightly, putting a little distance between the two. His voice became eerily calm but still dripped with resenting venom.

“So, you don’t like unicorns? Fine, then I’ve got good news for you,” Shade started, his horn igniting with a vibrant, green aura, “I’m not a unicorn.”

Winter’s eyes went wide with panic. “Shade! Don’t!”

Shade ignored Winter’s plea, keeping his focus trained squarely on the antagonistic pegasus. A ring of incandescent, green fire formed a circle on the carpet around Shade. Both Nimbus and Autumn stepped back cautiously, perplexed and even a little frightened by what was happening. Winter was trying desperately to coax him out of it, but Shade had had enough of this torture. It was time to show Nimbus what he was up against. The flames erupted upwards, completely enveloping Shade and dissipating a moment later.

The look on Nimbus’ face was absolutely priceless.

For once, his stern gaze had vanished, his eyes wide and his jaw slacked in shock. It was exactly the reaction Shade was hoping for: stunned silence.

“What’s the matter?” the unhidden changeling asked rhetorically. “No clever quips, no insults? Don’t have anything in your bag of degradation for a changeling?!

Winter was mortified. Her eyes kept jumping back and forth between her boyfriend and her parents, wondering which would throw the first punch.

“Come on,” Shade goaded Nimbus. “Say something!

The bewildered pegasus looked the creature up and down, wondering if his eyes were playing tricks on him. When he finally decided that what he was looking at was real, he narrowed his eyes once more, his glare burning with the fires of Tartarus.

“We’re leaving,” he announced in a low, icy, venom-oozing tone. He turned his back to Shade and passed through the front door, slamming it violently behind him.

Shade felt the heat from his rage lift and cool. He took a deep, calming breath and fell back onto his haunches. He was just glad that it was over. However, not everything was as it once was in their home.

Autumn still stood there, petrified, her pupils shrunk in shock and horror. Somehow she managed to find her voice. “W-What’s going on here?” she stammered shakily.

Winter stepped forward, wrapping her hooves around her mother’s neck. “It’s okay, Mom. You don’t have to be afraid. It’s just Shade.”

The crimson mare looked into the eyes of the changeling. Even though they looked different, they still felt the same. The anger had completely vanished from his face and all that was left was a remorseful and apologetic gaze.

She turned to her daughter. So many questions sat upon her tongue. “W-Winter, did you know about this?”

The ivory pegasus nodded solemnly. “Yes. And I’m sorry we lied to you. I promise he’s not going to hurt anypony. He’s a nice guy, really. And I love him.”

Autumn’s eyes once again fell back to the changeling. “How did you two even--”

Winter held up her hoof to interrupt her mother. “It’s a long story. Let’s just say we’ve been through a lot and leave it at that for now.”

“I wanted to tell you the truth from the beginning, honest,” Shade chimed in. She must have found it strange to hear that coming from a changeling.

Autumn trepidatiously approached Shade, still wondering if it was safe. “I...see,” she said in a interested tone as she looked him over.

“I’m sorry,” Winter repeated. “We should have told you from the beginning. I was just worried about what Dad would do. You understand, right?”

A comforting smile graced her mother’s lips. “Of course, dear. I know your father better than anypony. I can confidently say that he certainly wouldn’t have taken it lightly to find a changeling in his daughter’s home. I think the only reason he didn’t do anything just now is because he was so shocked.”

“So, you don’t think I’m...a monster or anything?” Shade asked.

She grinned widely at him. “Of course not. The only people who are monsters are those who act like monsters. And so far you haven’t done that.”

Shade almost felt like hugging her. He had always waited for a day where he would meet somepony who didn’t immediately judge him based on his appearance.

She continued speaking. “You’ll have to excuse Nimbus. He can be a bit abrasive at times.”

That’s an understatement,” Shade chuckled. “He seems about as friendly as a briar patch.”

“But why does he have to demean everypony he meets?” Winter asked. “Even after all the time I’ve known him, I never understood why he is the way he is.”

Autumn sighed and placed a hoof on Winter’s cheek. “Winter, sweetie, Nimbus is a firm believer in negative reinforcement. He thinks that insulting others and talking down to them will upset them enough that they’ll want to better themselves just to prove to him that he’s wrong.” She giggled to herself. “It hasn’t exactly worked in any cases I’ve known of. But I don’t think his hostility tonight had anything to do with that. At least not the things he said to Shade.”

Winter tilted her head in puzzlement. “Then why was he so mean to him? Because he was a unicorn?”

Autumn shook her head. “No, I don’t think it was that either. Nimbus has never been as upfront with his insults as he was tonight. I think the real reason for his behavior was because he was looking out for you.”

Winter groaned. “What do I have to do to prove to him that I can take care of myself? I have a stable job, my own house. What else does he want from me?”

Again, Autumn shook her head. “It’s not that either. Winter, the thing about your father is...well, he’s a father.”

Both Winter and Shade cocked their eyebrows. “I’m not following,” the younger mare said.

“He just wants to make sure that if he’s not going to be the one taking care of you anymore, then you should be in the hooves of an equally capable stallion.” Autumn looked back at Shade. “It has nothing to do with you personally, Shade. Nopony’s ever been, or ever will be able to meet his standards. He only treats you that way because he wants to protect his little filly.”

Winter hung her head and sighed deeply. “Still, I wish this could have gone better. I really wanted both of you to like Shade. I was hoping that, if you thought he was a pony, then you would take the chance to get to know him. That way, when we decided to tell the truth, you would be more accepting.”

Autumn closed her eyes and poked Winter lightly with her hoof, putting on an expression of mock sternness. “Now, Winter, we taught you better than to go about telling lies.” She grinned and looked at Winter through one, open eye. “Next time I expect you to be completely honest with us, do you hear me, young lady?”

Winter smiled and gave her mother a loving hug. “I will. And thank you for being so understanding.”

Shade had sat quietly for some time, taking in everything Autumn was saying. It warmed his heart to know that she would be so accepting of him. The older mare faced him once more, wearing the same comforting smile.

“I’m putting my trust in you, Shade. Take good care of my daughter, okay?” She held her dainty, scarlet hoof out to him.

The changeling smiled for the first time in what felt like ages as he took her hoof in a friendly hoofshake. “Yeah, you don’t have to worry about that.”

“It’s comforting to know that my little powder puff is in the capable hooves of a person as nice as you, Shade.” She turned towards the door, opening it and allowing the cool, evening breeze to blow through. “I should go. Nimbus is going to be rather cross with me if I keep him waiting. Winter, I expect you to tell me the whole story the next time we visit. Oh, and I’ll try to talk to your father. I’m sure with some proper coaxing I can convince him to give Shade a fair shake.”

Winter hugged her mother once more before she left. “Thanks, Mom. It was good to see you again.”

With a final wave farewell, the door shut gently behind her, leaving the residents of the house alone and in silence.

Shade breathed an exasperated sigh. He was so glad that he managed to survive this encounter. He had been worried that somepony would end up seriously hurt after everything he had to put up with.

Winter punched Shade in the shoulder. Not a playful jab, but a real, forceful punch.

“Ow! What was that f--”

“You idiot! What’s wrong with you?!”

Shade rubbed his shoulder and shot Winter a scowl.

“I thought I made it abundantly clear that you were not to tell them that you were a changeling!”

“Hey, there’s only so much abuse I can take before I crack, alright?” Shade argued. “Your dad got on my last nerve. I wasn’t just going to sit there and take it.”

“You should thank the stars he didn’t punch you out right then and there. I’ve seen him do it to much less deserving people than you,” she scolded.

“You think I deserved to be hit?”

Winter sat next to him and sighed. “No, of course not. I’m just saying that you could have gotten hurt. What you did was just reckless.”

Shade didn’t even try to stifle his soft laughter. “Yeah, it was, wasn’t it? I gotta say, it was kind of a rush standing up to your dad like that. I could tell he was a pretty tough stallion and that if things did get violent, I probably wouldn’t have stood a chance. Guess I got lucky, huh?”

The alabaster pegasus’s voice graced his ears with her angelic laughter. “Lucky? I’d say it was a miracle. Though, I’ve gotta say, seeing you standing up to him like that was very courageous.” She leaned into him, tracing a circle on his chest with her hoof before leaning in to kiss him.

Shade spoke again when their lips parted. “How did a mare like your mom ever wind up with somepony like your dad?”

Winter snuggled into the changeling’s neck. “No idea, but I guess it’s true what they say...” She looked up into his eyes lovingly and placed a hoof over the jewel dangling by her chest. “Opposites attract.”

Shade wrapped his hoof around her and pulled her further into their embrace. Today had been a whirlwind of stress for both of them, but at least at the end of the day they would always know they had someone there to keep them smiling.

Bonus Chapter 2: Consumption

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A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 2: Consumption


Shade wasn’t exactly in the most comfortable position right now.

Lying on his back, his thin wings immobile beneath him, Shade felt trapped. What was worse was that he could barely see what was happening; a glaring light hanging above him blinded his emerald eyes, forcing his narrow, vertical pupils to shrink as small as his body would allow without them vanishing completely.

He could clearly hear each and every breath he took as if his mouth were directly inhaling and exhaling just a few centimeters from his ears. His mouth was forced to remain open, a metal frame clasping his cheeks and widening his jaw. The thought of something falling into his gaping maw that was not meant to be consumed had him concerned.

Suddenly the overhanging light source was obstructed, a shadow appearing in front of it. It was shaped like a pony’s head, the horn atop it determining its specific race: a unicorn, though Shade’s eyes were still recovering from the onslaught of the now hidden light and could not identify any other features of the equine’s face except that it wore something over its muzzle.

Through the splash of light that outlined the hovering head, Shade could see the deep blue glow of the individual’s horn holding a long, thin object in the air nearby. He was at the mercy of the shadowy unicorn. He knew that if he tried to escape there would be consequences.

Shade felt something enter his mouth. It was cold and metallic. With its magic the unicorn maneuvered the object around within the changeling’s oral cavity, producing a clacking sound that echoed through his head as it made contact with his teeth every few seconds. It moved from one cheek to the other, the pony’s eyes following the movements of the instrument analytically.

The unicorn moved back, removing the metal object as they did so but also once again treating Shade to the light that shone like a miniature sun, preventing his eyes from regaining focus. He waited anxiously. What would come next? They could do all manner of horrific things to him. He remembered catching a glimpse of some rather sharp looking tools earlier. Were they planning to use them next?

Shade couldn’t look at the light anymore. It was unbearable. He squeezed his eyes shut, letting out a long breath as he savored the darkness, though his eyelids could only do so much to block the glare of the light. However, with this small taste of comfort came a drawback: he couldn’t see what was happening. He couldn’t prepare for whatever diabolical procedure this unicorn had planned next. All Shade could do was brace himself for what came.

“Well, I think that’ll do it.”

Shade heard the squeak of a slightly dirty, metal joint and the light that assaulted his eyelids had suddenly vanished. Drawing one eye open very carefully, he allowed himself to gradually become accustomed to the natural light that shone through the windows. When his eyes finally adjusted, he took a look around to ensure he was in the same place he remembered entering to begin with: an obscenely clean, white, tiled room.

“Thas eh?” Shade attempted to speak, forgetting that his mouth was being forcibly held open.

“Yup, that’s it,” confirmed the voice of the unicorn standing next to him.

Now that his vision had been restored, he could once again clearly identify the pony that he had met when he arrived: a unicorn mare with a blue coat and mane and tail consisting of two stripes, one of a slightly darker blue color and one white that both ran perpendicular along their length. Her name was Colgate; Doctor Colgate within the walls of this building, and she was Ponyville’s resident dentist. Nothing would have seemed irregular about this pony if it weren’t for her cutie mark which displayed an hourglass. As far as Shade could tell, it had nothing to do with dentistry, but then again it was he who said a pony shouldn’t have to be branded by their special talent and who’s to say one couldn’t be talented in more than one field?

Colgate removed her white medical mask, grinning in a wide and inexplicably sparkly smile. “I’m happy to report that your teeth are in perfect order, Shade,” she announced assuringly.

Shade breathed a sigh of relief. “Than’s,” he said, once again neglecting to notice his restraint.

The doctor giggled in amusement. “Here, lemme get that for you.”

With her deep blue aura, she unfastened the clasp forcing his mouth open. Shade rotated his jaw a few times to make sure he could still move it without any discomfort before allowing his lips to meet again. He rose to a sitting position in the dentist’s chair, letting his wings flitter mindlessly as he enjoyed the relief of being once more unconstrained.

But a question lingered in his mind.

Colgate had said his teeth were perfectly healthy, but that shouldn’t have been the case. If his teeth were in good condition, he wouldn’t be here right now. Shade rubbed his upper mandible with a hoof, a minute, irksome throbbing still nagging at him.

“There has to be something wrong,” Shade insisted. “My gums still hurt.”

Colgate closed her eyes and hummed to herself, contemplating her diagnosis. “Well, see, it’s not that there’s something wrong with your teeth per se...” she started. “The problem lies with these.” She gently tapped one of Shade’s long, protruding fangs.

The changeling lifted an eyebrow. “What about them?”

“Quite simply, they’re growing,” she stated matter-of-factly.

“‘Growing'?” Shade echoed.

“Yes, growing,” Colgate repeated herself. “And if they get too long, it could cause great discomfort, such as what you’re feeling right now, only it can get much worse.”

Shade rubbed his cheek again. “But why? I’ve never had this problem before now.”

Colgate looked up towards the ceiling, tapping her chin in thought. “Let’s see, how to explain this...Mm-hm, okay. Shade, changelings are carnivores, right?”

Shade nodded his head. “For the most part, yeah.”

“Okay, that means that you use your fangs when you eat. And herein lies the problem: you’re living a vegetarian lifestyle now,” she explained.

“And what does that have to do with anything?”

“Simply put, because all you’ve been eating lately has been vegetation, you aren’t using your fangs enough,” Colgate clarified. “Now, my expertise in orthodontics centers primarily around equines, so I don’t exactly have a lot of experience with carnivores outside of the occasional cat or dog, but I’m passionate about dentition dang it, and I’ll be darned if I don’t learn everything I can on the subject. So I feel confident saying that eating meat and whatnot was what kept your fangs’ length in check. They would naturally deteriorate when you used them to...tear up flesh and muscle.”

Shade noticed that she visibly shuddered as she said that.

Colgate continued. “If something isn’t done, your fangs may never stop growing and it’ll reach the point where it won’t just be painful, but dangerous as well. They could easily be snapped off if they got too long.”

Shade couldn’t help but imagine himself with absurdly long fangs reaching almost to the ground. It was an amusing image, but one he’d like to avoid if at all possible. “So what am I supposed to do?”

“The way I see it, you have three options.” Colgate began to pace back and forth in the small room, making Shade just a little nervous about what she might suggest. “First, you could attempt to use your fangs more when eating fruits or vegetables, maybe even have an occasional snack set aside specifically for that purpose. The problem with that is it’ll probably be awkward for you to eat like that, so it’s not exactly practical. The second option...” She paused and approached a nearby table pressed up against the far wall. She opened a drawer on the front and removed a metal file, showing it to Shade. “...is to use this.”

Shade gulped audibly. “And w-what would I need that for?” he asked cautiously, pretty sure that he already knew the answer.

“You would use it to file down your fangs regularly.” She could see Shade cringe at the mere mention of it. “Not the most preferable option, I take it.”

The changeling responded with a vigorous shake of his head. Just imagining the agony he would put himself through grinding that thing against his teeth was sending shivers down his spine.

Colgate replaced the file back in its place, closing the drawer. “There is a third option though.”

Shade sat patiently. “And that is...?”

Colgate looked like she was struggling to say it. “Well, I’m a little conflicted on this one. On the one hoof, it goes against my own lifestyle as a herbivore. But on the other hoof, I’m a dentist; I’ve dedicated myself to helping others maintain a healthy mouth and teeth. And it’s only because of that that I’m even going to suggest this: you could start eating meat again.”

Shade widened his eyes a little. It seemed strange for a pony to suggest that he resume a life of eating living creatures. But of his three options, this one seemed the most...natural.

The changeling sighed. “I’ll probably need to think this over.”

Colgate nodded. “Understandable. This is a pretty big change to make. You have to think about the other townsfolk too, right? I mean, yeah, they know what you are, but they’ll probably be off put to see you eating meat. But you have to take some sort of action soon. I estimate that, within a few weeks, the pain you’re experiencing may become pretty unbearable.”

Shade groaned at his predicament. “Right. Thanks, Doctor.”

“Happy to help,” she said with a glittering smile. “Make sure to come back in a few months for another checkup.”

Shade nodded absentmindedly and walked out the door in deep thought. He was going to have some thinking to do for a while.

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

It was a rather quiet morning. No one said much of anything since they woke up. They just sat there at the kitchen table, silent.

Winter watched curiously as the spoon, surrounded by Shade’s bright, neon green magic, swirled in his bowl of cereal slowly and mindlessly. The changeling himself looked out of sorts, his head resting on one of his hole-riddled hooves and his eyes staring listlessly at his breakfast.

Was something bugging him? She had never known him to be picky about food; when growing up and surviving on whatever you could find lying around in the dirt, one couldn’t afford to be choosey. But by now the flakes in his bowl had become soggy, and with all the absentminded stirring he was doing it had reached the point where it may as well be considered porridge.

Winter didn’t like not knowing what was going through Shade’s head, it left her vivid imagination to design all sorts of possible explanations for his distress. Was something about living here bothering him? Had he reached some sort of roadblock in his studies with Twilight?

Did the problem lie with herself?

It was then that she decided that she needed to get to the bottom of this. Shade hadn’t said much since the previous day and had been looking rather distraught ever since, like there was a riddle that he just couldn’t solve. She wanted to help in any way she could.

“Shade? Are you okay?”

The changeling’s spoon clinked against the edge of his bowl as it was abruptly released from his telekinetic hold. His eyes widened and looked up as if he had just had a sudden revelation.

“Huh? You say something, Winter?” he asked as he snapped back to reality.

Winter looked at him with concern. “I asked if you were alright, but I guess I have my answer now. Is there something on your mind? You seem kind of out of it.”

Shade glanced down at his breakfast. Seeing the state it was in, it was just as well to let it sit. He sighed deeply. “I’ve just been thinking about something.”

Winter sat patiently, tilting her head slightly as she waited for him to elaborate.

And waited.

“Are...you going to tell me what it is?” Winter asked, her patience running a little low.

Shade’s head jolted up again. “Hm? Oh, right. Sorry.”

The pegasus frowned. Whatever it was must be weighing heavily on his conscience.

“It’s just something that Doctor Colgate told me yesterday,” Shade clarified.

“Oh yeah, I forgot to ask you about that.”

Funny how she could forget something that she herself suggested he do. When he had been eating his dinner one day, he had complained that there was a minor, albeit sharp, pain in his jaw when he bit into his food. Considering he had never brushed or flossed his teeth at all before he moved to Ponyville, Winter figured it would be a good idea to make an appointment with the dentist, after explaining to Shade what a dentist was.

“So what did she say?” Winter asked, leaning forward just the tiniest amount.

Shade crossed his hole-filled fetlocks on the table and closed his eyes. “I’m...not sure if you’ll like it.”

Winter gulped worriedly. That didn’t sound good. Did he need to have a tooth pulled or something? She found it difficult to ask the next question. “W-what is it?”

Shade breathed deeply through his nose and exhaled the air again. “My fangs are getting too long.”

Winter’s worry transitioned to confusion. “That’s it? I was expecting something a little more...serious. That doesn’t sound too bad. At least it’s not a cavity or something.”

Shade looked up into Winter’s uncomprehending, amber eyes. It was clear that she wasn’t aware of the implications. “It’s not that that’s worrying me. It’s the solution she suggested.”

He wasn’t sure if he should even tell her. He hadn’t made up his mind about whether or not he was going to go through with it yet. What would she think of him if he decided to do it?

“She said I should start eating meat again.”

An odd silence fell over the kitchen. Shade couldn’t interpret the expression on Winter’s face. She looked perplexed and concerned at the same time, but what worried him most was that she also looked a little scared.

“A-Are you going to do it?” she asked shakily.

“I’m not sure yet. There are a couple of things stopping me.”

Winter leaned back in her chair and took in a deep breath. Knowing that he hadn’t decided yet somehow eased her. “So, what are these ‘things'?” she inquired.

Shade closed his eyes in thought. “Well, the biggest one is everypony here in Ponyville. I’m leaning more toward no because I don’t want to freak anypony out.”

“That’s...very considerate of you,” Winter commented. Her voice held very little sign of relief. “What else?”

Shade thought back, remembering a specific event that occurred when he returned to the Changeling Kingdom. “When you found out I was a changeling,” he started, “I went back to the Golden Glade. At the time, I thought I had lost everything and had resigned myself to my fate of just being another faceless drone in the colony.”

Winter shuddered as he regaled the story to her. She still deeply regretted her actions and apologized profusely for the way she reacted. Had she believed him from the beginning, they could have avoided a lot of trouble.

Shade continued. “I figured since I was just another monster like the rest of them, I might as well live like them. I was lucky enough to have a free meal walk right up to me: a little mouse.”

“You...killed it?”

The look in her eyes was heartbreaking. It was just a mouse. No one would miss one, tiny, insignificant mouse. Yet here was Winter, looking at him as if he had attacked one of her family members.

“Yeah...I did.” The words even tasted foul on his own tongue. “And what was worse, I liked it. The taste, not killing it,” he added hastily. “But here’s the weird part: even though it tasted good, I couldn’t keep it down.”

Winter’s fear dissipated and she raised an eyebrow. “You threw up?”

“Yeah. I don’t know why, but I just couldn’t eat it. It was like my body wouldn’t let me.”

Winter blinked slowly as she fit the pieces together. “And that’s why you’re worried about Colgate’s suggestion? Because you think it’ll just make you sick?”

Shade nodded to confirm her hypothesis.

Winter felt just as conflicted as he did. His health was primary in her mind, but how could she encourage the consumption of something that used to be a living creature? The mere thought caused a lump to form in her throat. “Well, what do you want, Shade?” she asked him.

“What do I want?” he repeated more to himself than anypony. “I don’t know. I really don’t know.”

Maybe he didn’t know what he wanted, but Winter was becoming more and more confident about what he thought. “If you have to think about it this hard, then you probably already know, don’t you?”

Shade passed her a perplexed look. “What do you mean?”

“I think you want to take her advice but you’re just taking everypony else’s feelings into consideration first.”

The changeling’s eyes widened. Had Winter been taking psychology courses and not telling him? How did she manage to peer into his mind so easily? “You think I want to eat meat again?”

The pegasus exhaled a long breath. “Shade, I love you, you know that. I told you a while ago that I wanted you to be yourself. You’re a changeling, but you don’t have to change. If you want to eat meat...” She paused. Did she really want to say this? “...then you should.”

“And you’d be okay with that?”

Winter hopped from her chair and sauntered over to Shade on the opposite side of the table. She nuzzled her head against his shoulder gently. “I just want you to be happy, Shade. Everypony here knows what a changeling is and what they do. And they know they’re carnivores. They let you live here, so they’re just going to have to accept that fact.”

Shade needed to smile. How many times had he told himself that he couldn’t love her anymore than he already did but was always pleasantly surprised to discover he was wrong? But a concern sprung to his mind. “But if it does bother them, then what if they decide they don’t want me here anymore?”

Winter crossed her forelegs over her chest. “Then tough tamales. They’re just going to have to get over it.” She flashed him a smile. It was evident that she had already gotten over it herself. But would she remain stoic when she actually saw him eat?

“Hmm,” Shade hummed as Winter returned to her seat. “Then maybe I will. It’s been a while, maybe I can stomach it now.”

Winter knit her brow in thought. “Do you...miss it? The taste of meat?”

Shade seemed caught off guard by the question. He tapped his chin lightly. “A little, I guess. I still remember enjoying it. To be honest, all this talk about it is kind of making me...crave it.”

The crimson-maned mare’s eyes shifted about the room, looking at nothing in particular. She had a question that she suddenly felt the desire to ask, one that she had never even considered before. Would Shade think she was weird for thinking this?

“W-What’s it like?”

Shade raised an eyebrow over one of his jade eyes. “What?”

“Meat,” she clarified. “What does it taste like?”

The changeling stared at his girlfriend incredulously. Had she really just asked him that? “You...want to know what meat tastes like?”

“I-Is that strange?”

Shade tilted his head and closed his eyes before looking back at her. “A little bit, yeah. You’re a pony, why would you want to know that?”

“What? A girl can’t be curious about something? I’ve never tasted it or anything like it,” she said in an overly defensive tone.

“Uh, well...” He struggled to devise a way to explain it. “Like you said, you’ve never tasted anything like it before, so it would be kind of hard to describe. Plus, different animals have different taste. Personally, I’ve always liked birds best, but even their taste differs between species.” Shade closed his eyes as he fought for an accurate way to generalize it. “I guess my personal favorite aspect is the texture though. Oh! Have you ever eaten a mushroom?”

Winter was surprised by the apparent change of topic. “Mushrooms? I don’t know what that has to do with anything, but yeah, I’ve eaten them before. Why?”

“I actually find that their texture, and even the taste to an extent, is pretty similar, though somewhat less...bloody.” He noticed Winter both visibly and audibly shudder, as if an especially cold breeze had just blown through the abode.

“Okay, I get it,” she insisted, eager to drop the subject. “Anyway, like I said, if you want to eat the stuff, that’s your decision. Whatever you choose, I’m not gonna stop you.”

“But here’s the issue,” he started, “even if I did choose to pick up my carnivorous diet again, how would I go about acquiring my food? There’s nowhere in Ponyville to get a hold of meat. Am I suppose to go out to the fields and hunt down wild animals?”

That thought instantly manifested itself in Winter’s mind. The image of her beloved pouncing on and tearing apart an innocent animal. She was starting to question what it was she really wanted him to do.

“Oh, shoot!” Shade leapt out of his chair after glancing at the clock on the wall. “I have to get to work! I’ll see you later, Winter!” The changeling continued to ignore his untouched bowl of mush, opting to head to work on an empty stomach rather than show up late.

“Sorry,” Winter apologized as he bolted for the door. “I didn’t mean to hold you up.”

She wasn’t even sure if he had heard her. The door had slammed shut by the time she finished.

Winter leaned back and let her gaze fall onto her own bowl. A grimace appeared on her face. She had been so caught up in the conversation that her own breakfast had been neglected and had reached a similar state to Shade’s. But she was more concerned about herself. What was going through her head right now? Why had she asked that question?

Her head lolled back over her chair, her eyes gazing straight up at the ceiling.

“Is something wrong with me?”

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


Shade stood in the doorway to Horte Cuisine’s restaurant, sizing up the current gaggle of customers. Something was definitely different. Of course, given the popularity of the establishment, it wasn’t uncommon for the place to be completely booked up. But today it just seemed...overcrowded, which was strange since there seemed to be no more people than there were on an average day.

No more ponies anyway.

Shade had never seen anything like it before. Scattered throughout the restaurant, seated at tables and booths alike, were no less than a dozen griffons, chatting and laughing like they were regular visitors. He’d never seen a griffon before but with the head, forelegs, and wings of a bird of prey and the rest of their bodies resembling a mighty lion, they were pretty unmistakable.

They were sitting and fraternizing rather leisurely with the locals, however the smaller equines--especially those situated in the cramped booths--looked a tad uncomfortable. And judging by how the griffons didn’t seem to care, yammering obnoxiously and greedily helping themselves to the equines’ delivered orders, it was evident that they forced themselves into their groups. A particular duo of griffons seemed to have intruded on a young couple’s date and the two nervous ponies looked as if they wanted to leave but were afraid to say anything or even move. The other customers looked much the same.

Shade slowly made his way to the staff lounge to prepare for his shift, his eyes traveling back and forth, counting off ever griffon present, but for a reason that not even he knew. The griffons, in turn, also eyed him rather curiously. Admittedly, a changeling was probably a rarer sight than a griffon, even more so when said changeling was casually sauntering around in the open in a densely populated area. He was started to get worried that one of them would approach him; he didn’t want to wind up in the same position as the present ponies who appeared to be looking at him with an expression that said "run."

Shade hadn’t even noticed that his pace had picked up slightly and he was already in front of the employee lounge. He pushed open the door and released a breath he wasn’t aware he was holding. Opening his eyes, he looked to the one other waiter who was present in the room with him.

“Uh, Silver?” he addressed his co-worker. “What’s going on?”

The earth pony stallion--Silver Platter--turned his attention to Shade, his white mane swaying in front of his face as it hung over his left eye. He had already donned his uniform that he wore over his forest green coat that, corresponding with the café’s dress code, did not cover his cutie mark: a silver serving tray.

“I assume you mean the griffons,” he inferred from Shade question and received a nod in response. He chuckled lightly, but kind of nervously. “I was pretty confused at first too, but there’s a logical explanation.”

“And what would that be?” Shade inquired as he went to fetch his own uniform.

“Apparently an old friend of Horte’s is visiting from the griffon territories and brought along an entourage to experience our culture first hoof--er, claw.”

Shade, having buttoned up his black vest, peered out the door into the dining area. They were still there, as if Shade thought they would have left in the time he had been here or that he was imagining things.

“You wanna know the best part?” Silver Platter asked with a sarcastic chortle that seemed to be veiling irritation. “He’s going to be working with us.”

Shade pulled his head back inside, casting a surprised look to his co-worker. “What?!”

Silver Platter found his reaction amusing and not at all surprising. “Yup, which means we can expect this...” He pointed a hoof to the door to indicate the flock of griffons outside. “...everyday for at least the next week.”

The changeling hung his head. “You’ve got to be kidding. Horte’s not going to allow this, they’re harassing the customers!”

“Well, to be honest, it’s no more strange than having a changeling walking around,” Silver Platter reminded him.

“Point taken. So, who is this guy anyway?”

“Not entirely sure; I haven’t had the liberty of meeting him just yet and, trust me, I’m in no rush. All I know is he’s a pretty famous chef not only in the griffon’s homeland, but all over the world. Horte said we should all introduce ourselves when we get the chance.” He chuckled once more. “He‘s especially looking forward to introducing you, Shade.”

“Great,” Shade exclaimed with a sigh. “I can only imagine what this week’s going to be like.”

Silver Platter nodded his head in agreement. “Yeah, especially with the menu changes.”

Shade’s ears stood at attention. “Menu changes?”

The earth pony once again nodded his head. “This guy’s apparently altering the menu to appease his brethren. For the next week, we’re going to have to serve these griffons meat. Can you believe that? Who’s ever heard of ponies serving meat at one of their restaurants?”

The changeling’s eyes widened. Meat? It must have been some cosmic coincidence. He was suddenly very interested in meeting this friend of Horte’s.

“I think I’m going to get my introduction out of the way,” Shade declared as he pushed open the door and re-entered the restaurant proper without waiting for Silver Platter’s response.

The earth pony merely shrugged. Any excuse he could get to put off his own introduction was fine by him.

Shade tentatively pushed open the door to the establishment’s kitchen. The regular cooks were busy as bees today and looked incredibly stressed. One stallion nearly tripped over himself, almost spilling a pot of boiling hot water while another was panicked and trying to extinguish a burning flame rising from his frying pan. Things weren’t usually this frantic around here, but Shade knew exactly why today was different.

And the reason stood in the middle of the room, talking casually to his boss, Horte Cuisine.

The only griffon in the room was even more identifiable than an ordinary griffon. The fur of his body was a light shade of black bordering on grey, while the feathers of his head and wings were a dull white in contrast. His most distinguishing features by far though were his tall, white chef’s hat, red neckerchief, and the long, thin, curly mustache that sprouted from his beak.

It didn’t take long for the stranger to glance in Shade’s direction.

“Sacré bleu!” the griffon exclaimed suddenly when his eyes beheld the changeling standing in the doorway. Shade jumped at the abrupt outburst and was almost tempted to exit immediately before the half-bird-half-lion decided to use his razor sharp talons to perform horrific and unspeakable harm.

The griffon placed a claw on his chest and let out a relieved breath. “Excusé moi, I deed not mean startle you. Eet iz just...” He looked Shade up and down analytically.

Horte Cuisine lifted a hoof to his muzzle and cleared his throat. “Ah, perfect timing. Gustave, zis is zee one I told you about. Zis is Shade.”

The griffon--apparently named Gustave--placed a single claw under his beak, moving in close to get a better look at the unfamiliar creature before him. “Hmm...Are you truly a changeling?” he asked skeptically.

Shade looked to his left, then his right, as if something about the situation seemed to suggest otherwise. “Uh, yeah, I am.”

Gustave clapped his claws together. “Ah, c’est magnifique. I zought so. Mon ami ‘Orte ‘as told me about you so zat I would not be as surprised when we met.” He puffed out his chest and smiled proudly, extending his claw to Shade. “Je m'appelle Gustave Le Grand, world famous pastry chef.” Shade lightly received his offer and shook with him.

Horte interjected into the introduction once more. “Gustave and I were close friends when we both attended culinary school in Prance, zough ‘ee and I were taking separate courses.”

Well, I guess that explains why their accents are so similar, Shade thought.

Gustave raised an eyebrow and stared at Shade as if the changeling had offended him. “Your expression iz quite...stagnant for one ‘oo is in zee presence of such a renowned figure in zee culinary world. ‘Ave you not ‘eard of zee great Gustave Le Grand?”

Shade was almost afraid to answer his question. “Well, no.” Gustave narrowed his eyes in offense. “But to be fair,” he added, “we don’t exactly get that kind of information out in the Changeling Kingdom.”

“Shade iz still adapting to life outzide of ‘is former territory,” Horte explained. “You will ‘ave to excuse ‘is ignorance, Gustave.”

The griffon scoffed. “Hmph, very well. I will forgive you zis one time, but ensure you do not forget zat name. You work in zee food service industry; eet iz criminal to not know of zee greatest contributors to zis profession.”

This guy was starting to grate on Shade’s nerves. He was so arrogant and self-absorbed, it was a wonder he even had one friend in the first place. Were all griffons this egotistical?

Horte spoke up once again. “Shade, ‘ave you been informed about zee changes zat are going to be made around ‘ere?”

“Yeah,” the changeling answered. “Silver said Gustave’s going to be working here for the next week. Is that right?”

“Oui,” the griffon exclaimed. “Mon bon ami could only benefit from my presence ‘ere, so I decided to lend ‘im zee claws of Gustave for zee time being. When word of zee wonderful dishes of zis restaurant reaches zee Griffon Empire, you will be flocked by zem ze year round.”

Shade had trouble believing that. Did he really have that much pull in the Griffon Empire or was he just blowing hot air? He would have put twenty bits on the latter.

“Wait,” Shade said as he made a sudden realization, “does that mean that we’ll be offering meat on the menu permanently?”

Horte sighed and rolled his eyes. “Oui, however zose particular items will be featured on separate menus. We wouldn’t want our typical customers to become, ‘ow you say...’grossed out.'” He passed a rather disapproving stare to Gustave who seemed completely oblivious to his friend’s silent objection to the change.

“Hold on a second,” Shade interrupted, “you said you were a pastry chef, right?”

Gustave nodded with a smug smile, twirling his thin mustache.

“Okay, so what does that have to do with meat?”

“You zeem to be under zee impression zat I will be doing all zee cooking,” the griffon inferred. “Non non non, zere is anozer group on zeir way ‘ere zat will be taking care of zat. Zey are still attempting to get through customs at ze moment. And we certainly cannot trust zese ponies to be able to properly cook zee meat.”

“Nor would zey want to,” Horte added and shot a glare towards his friend. Shade could safely infer that the topic had probably come up prior to his arrival.

Gustave once again ignored the head waiter’s complaints and turned his back to the two. “Now zen, if we are finished wis zee chit-chat, I ‘ave work to do.”

Shade held out a hoof to Gustave to stop him. “Wait, one more thing.” The griffon turned around, an eyebrow raised and an irritated look upon his avion face.

“What iz it now? I am very busy.”

“You wouldn’t happen to have any meat here now, would you?”

Gustave’s annoyance soon turned to curiosity. “Well, oui, we do. But, as I said before, zee cooks ‘ave not yet arrived.”

Horte passed a quizzical look to his employee. “Shade, why do you ask zis question?”

Shade winced, having forgotten that there were still ponies present in the room. A couple of the cooks had stopped what they were doing, glaring at him as they waited for him to answer. “Uh, you see, it’s kind of a...medical emergency. The dentist recommended that I continue eating meat so I can control the length of my fangs. I guess your arrival is as good a sign as any to tell me that I should do it.”

Horte's face appeared to pale slightly at the thought but raised no objection; if Gustave was right, then griffons would eventually become regular customers here and he’d have to grow accustomed to the sight of meat being consumed.

Gustave hummed quietly in thought. “Zat does sound urgent. ‘Owever, I do not specialize in zese matters. Zee cooks will be ‘ere tomorrow, come back zen.” He waved a dismissive claw before returning his attention to the kitchen.

“Do you not know how to cook meat?” Shade asked curiously.

Gustave immediately halted in his tracks, his furry tail stiffening as if surprised. Shade couldn’t help but notice through the corner of his eye that Horte was smirking. The griffon turned around once more and stated defensively, “Of course I do! But eet iz beneath moi! Zee pastries, zat iz where true culinary skill lies!”

Horte made a gesture to Shade that seemed to suggest that he continue to press Gustave. Shade grinned knowingly and silently agreed to play along. “You sure you’re not just saying that to cover up the fact that you can’t do it?”

Gustave’s eye twitched. He was starting to get to him. Shade almost wanted to burst into laughter at how easily manipulated the griffon was. Just a little more prodding would do it.

“Do not suggest zat zee great Gustave Le Grand can not do somezing as trivial as cook a piece of meat! You insult my intelligence and my skills!”

Shade’s smile persisted and he shrugged. “Look, if you can’t do it, that’s fine. I’m not trying to degrade you or anyth--”

I’ll show you what ze great Gustave Le Grand iz capable of!” he declared, the veins of his eyes showing his intense aggravation. “I will create ze most marvelous piece of meat mastery you ‘ave ever laid your uncultured little eyeballs on!”

The incensed griffon immediately ordered one of the cooks to fetch his equipment and his ingredients. The remaining cooks all kept their distance as Gustave commandeered the oven and pretty much the whole kitchen for that matter, leaving whatever dishes that were currently being prepared to burn or go cold, but nopony dared raise their concern. The only two who remained grinning were the changeling and the head waiter, both thoroughly amused and satisfied by their work.

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

It only took the sound of the doorknob turning and the minute noises of the door’s inner mechanisms to catch the white pegasus’s attention. Winter finally got a day off from work and she had to spend it bored out of her skull, counting the seconds as they ticked by until her sweetheart returned. Within the milliseconds that it took for the door to actually open, she had sprinted from one side of the house to the other, standing expectantly at the building’s entrance like an excited puppy.

Upon actually entering the structure, Shade was immediately greeted by pair of lips that delivered a swift yet tender kiss. He stood a mite befuddled as his brain quickly worked to piece together the sudden oral ambush. But seeing the bright, cheery smile of his alabaster mate brought any questions to a halt. He passed her grin right back.

“Hey,” he greeted with a light-hearted chuckle. “I take it you’ve been waiting for me.”

Winter nodded her head, gently and lovingly nuzzling his furless cheek. Her content smile faltered for a moment, her nose perking up as a strange and unfamiliar scent made it’s way into her nostrils.

“What’s that smell?” she asked, pulling away and studying Shade to determine if the source of the odor was detectable via sight.

And sure enough, it was. Dangling in the air behind the changeling, wrapped in his ethereal, green hold, was a simple, brown, paper bag. Winter tilted her head curiously as she analyzed it, sniffing the air once more. The scent was not entirely unfamiliar; something about it tugged at her memory, but for the most part it was unlike anything she had smelled before. The bottom of the bag had darkened and was damp to the point where were there anymore weight inside the bottom would certainly give way, spilling the contents all over the ground.

“What’s in the bag?” Winter inquired, not having realized that she had essentially already asked that question.

Shade held the bag aloft in front of her, giving it a light shake. A small drop of liquid dripped from the bottom and onto the floor. “This,” Shade started, his voice sounding excited but nervous, “is my supper.”

Winter had deduced that much by this point. The somewhat familiar portion that made up part of the collective odor was grease, a substance that many ponies, including herself, were quite familiar with, though perhaps a tad too much in some cases. But she had never known hay fries or any other deep fried sustenance to be so greasy as to nearly eat away the bottom of a paper bag.

Shade opened the bag, letting the aroma of the food inside waft up into his nostrils, steam from the still hot item rising along with it. He inhaled deeply through his nose. The blissful smile on his face was more than enough to inform Winter that whatever was in the bag had thoroughly whet Shade’s appetite.

But Winter’s morbid curiosity soon transitioned into fearful anxiety when Shade pulled out the contents.

A cooked chicken leg.

“W-Where did you get that?” she stammered, taking an instinctive step backward from the creature that she finally remembered was a predator.

“You’ll never believe this. Horte’s friend from the Griffon Empire is going to be working with us for the next week. And he was kind enough to prepare this for me.”

Shade stopped to admire Gustave’s work. He felt sort of guilty about the way he chided the chef. Despite what he had said to the griffon, he proved that he could step up to the challenge; though Shade had yet to actually sample the results. The excessive amount of grease wasn’t really necessary, Shade had thought, but Gustave had mentioned that it’s a preference of most griffons. That very well may have been an excuse to cover up a mistake on his part, but Shade didn’t want to anger the already livid griffon any further.

“Y-You’re really gonna eat that?” Winter stuttered, staring intensely at the steaming piece of poultry.

Shade was quick to take her reaction into account before he answered. “Not if you don’t want me to. That’s why I waited until I got home to try it; I needed to ask you if you were okay with this.”

Winter gulped pensively. She had shared comforting words with him that morning, words that relayed the impression that she was perfectly fine with it. She was started to regret those words. She didn’t expect him to actually get his hooves on the stuff so soon.

“Uh, well...I-I guess I did say that you should be yourself, and this is part of who you are. Just like everypony else...I’ll just have to get used to it, too.”

Her trembling voice didn’t exactly give off an air of confidence, but she was willing persist with her promise. Knowing how far she was willing to go for him to be happy brought a warm smile to Shade’s face.

“Alright then,” Shade said with a nod and a grin, “guess there’s no sense in putting it off any longer then.”

He lifted the drumstick to his mouth but stopped when he caught the sound of a whimper. His fangs were so close to the meat that he could almost taste it already, but clearly Winter was not entirely comfortable.

“You okay?” he asked sympathetically.

Winter shook her head. “No, sorry. It’s just...You were just going to dive right in?”

The changeling's eyes glanced back and forth. “Well, yeah. I figured we’d treat it like removing a bandage: one quick rip and it’s over.”

The pegasus was more concerned about how eager her boyfriend was to tear into the flesh and muscle of an innocent creature. However, she kept her thoughts to herself; she didn’t want to dissuade him, she wanted to encourage him.

“Just go ahead,” she urged.

Shade nodded in understanding. More slowly this time, he raised the leg to his mouth. Gradually, he let his fangs press into the tender flesh of the bird. Winter winced at the sight but found herself transfixed by the display; she couldn’t tear her eyes away. The changeling’s pointed teeth penetrated all the way through the meat, at which point he hungrily clamped down on it and tore a sizable chunk from the bone and began to chew.

There was no disgust, no urge to vomit. In fact...

“Whoa. This may very well be the most amazing thing I’ve ever eaten in my life!” Shade exclaimed as he chewed, going for another bite before he even bothered to swallow. "Who would have thought a little heat would make such a big difference to flavor?"

Winter stood in awe at the blissful smile on Shade’s face. He was eating this creature and thoroughly enjoying it. He was like some sort of feral beast, a predator that killed to survive. By all rights the sight should have repulsed, even frightened her. But for some reason it didn’t. All semblance of anxiety she had had just moments ago had evaporated. She only continued to stare, not so much at Shade anymore but the fried animal he feasted on.

The changeling finally managed to break free from his reverie to notice the look of pure curiousness on his lover’s face as she eyed what remained of the chicken. His glance shot back to her, then back to the food. Back to her, back to the bird. Her eyes never removed themselves from the object of interest. His eyes widened incredulously.

No way...

“Winter,” Shade started slowly and quietly, “what are you doing?”

The pegasus snapped out of her trance, finally returning her gaze to the only other actually living creature in the room. “Huh? Uh, n-nothing. Just...watching...” Her voice trailed off as she lost herself in thought once more.

Shade had to be very careful about his next words. If his current hunch was wrong, he could easily offend her, even disgust her. “Please tell me you not actually thinking about...trying some, are you?”

Winter’s cheeks blushed furiously, more than enough sign to tell him that he hit the nail on the head. “W-What?! Of course not! That’s ridiculous!” she denied loudly, her eyes looking everywhere except at Shade. He simply raised a concerned eyebrow at her. Winter’s ears flattened back and her head hung in shame. “Alright, fine, I admit it,” she sighed. The pegasus pointed an accusatory, white hoof at the changeling. “But it’s your fault! You’re enjoying it too much, of course I’m going to be curious!”

The thought had never occurred to her before, so why now? Why did she suddenly find herself wondering what meat tastes like? Of course she knew why: she was dating a changeling. Part of the reason she enjoyed being in this relationship was because of how exotic it was. She was learning new things about the changelings, about him, everyday. Her mind was opening to everything she learned and it made her want to learn more. This must be how Twilight feels about her studies.

Lost in her shame, Winter hadn’t noticed that Shade held something before her in his magical grip. She almost jumped back when she realized what it was: A small sliver of meat, small enough to not be too intimidating but big enough that it would allow the consumer to fully experience its flavor.

“So why not?” he asked innocently. “What harm could a tiny piece do?”

Winter’s brain had to fight to understand what he was suggesting. Sure, she was curious, but could she actually do this?

“Worst case scenario you get a stomachache. And if you’re worried about what everypony else might think, we can just keep it between us.”

The smile on his face was almost devious, like a teenager trying to pressure a little foal into smoking a cigarette.

Winter swallowed nervously, the thin sliver of meat taunting her as it dangled in the air. She sniffed once more. At such close proximity, its aroma assaulted her olfactory senses. Now that she could truly analyze the scent, she found that it smelled quite...good.

“What harm could it do?” she whispered more to herself than anyone.

Winter slowly and pensively opened her mouth. Shade watched in amazement as the thought of her actually going through with it was more than a little nerve-wracking. He had to wonder if this was a mistake, but for some reason he couldn’t bring himself to stop her. He just stared exactly as she had just a minute earlier.

The pegasus moved her head forward centimeter by excruciating centimeter. She clamped her eyelids closed tightly, sweat beginning to form on her forehead and neck. She could feel the flesh graze her teeth lightly as it entered her mouth, the steam from the morsel coating the roof of her jaw with warm condensation. She was visually trembling, every fiber of her being telling her that this was wrong and she should stop before it’s too late. But her morbid curiosity continued to override her common sense and instincts. The muscles of her jaw clenched as she prepared to cross the point of no return until finally--

“I can’t!”

Winter jerked her head away from the meat, taking several steps backward to put some distance between her and the poultry. Shade felt like he had just warped in from another plain of existence, having had become completely unaware that he was even in the room with her.

“I just can’t!” Winter repeated shaking her head and looking like she was on the verge of tears. “This thing was once a living creature! A chicken, no different than the ones that Fluttershy takes care of or the ones at Sweet Apple Acres! I can’t eat it, it’s just so...so...disgusting!

Shade actually breathed a relieved sigh. He never truly expected her to go through with it, but for a minute there he actually thought she might. He could have sworn his heart had stopped momentarily.

Winter fell back onto her haunches, the shame showing on her face again, though for a different reason this time. She looked apologetically into Shade’s green eyes. “You must think I’m a coward, huh?”

The changeling chuckled, taking a seat next to his dejected girlfriend and wrapping a hoof over her shoulder. “Not at all. In fact, I’m surprised you got as far as you did. For a second I actually thought you were going to eat it.”

Winter shot him a glare of shock and anger. “What?! Then why did you make me do it?!”

He held up a hoof defensively. “Whoa, I didn’t make you do anything. You said you were curious. Plus, I’ll admit I was a little intrigued myself to find out what a pony would think of meat.” He pulled Winter closer to himself, resting her head against the crook of his neck. “Look, I’m not going to make you do something you don’t want to do. I want you to be yourself, too, you know?”

Winter dropped whatever resistance she had and nestled into his embrace. “Maybe I’ll gather up the courage to try it someday, but right now I don’t think I can handle it.”

“Fair enough.”

She looked up at him through timid eyes. “You don’t think I’m weird, do you?”

Shade took a second to think about it, which was much longer than Winter felt he should take. She delivered a light jab to his chest to relay her displeasure before silently standing and heading for the staircase to the second floor in a huff.

“Hey, come on, I was just teasing.”

She stopped at the bottom step and turned to him, a playful smile on her lips. “Why don’t you save it for your new best friend there,” she said, gesturing to the chicken leg that still hung in the air in Shade’s telekinetic grip.

“How about I just wrap a little lettuce around him and we can all be friends?” he joked back.

“Bite me~” Winter called back in a sing-song tone as she ascended the stairs.

Shade sat silently for a moment, glancing up at the ceiling in thought. He looked back at the half eaten drumstick.

“Nah, I think I’d prefer the chicken,” he decided to himself as he took another toothy bite before tossing the bare bone in the trash and chasing his lover up the stairs.

Bonus Chapter 3: Recollection

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A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 3: Recollection


Twilight Sparkle once again dipped her large, white feather pen into the nearby inkwell, coating the quill’s tip with its precious, black ink. Wrapped in her silken, pink, magical aura, the quill delicately began to write on a page of floating parchment, smoothly and elegantly weaving its words onto the paper with penmanship that history’s long-deceased scholars would weep to behold. Within seconds the page had been covered, added to the steadily growing pile on the table, and replaced with another. Twilight dipped the pen into the inkwell once more to begin the process anew.

This act wouldn’t have seemed strange to the average pony, or anypony for that matter, and it certainly wouldn’t have been considered uncommon to witness this particular unicorn performing it. What would be considered strange, however, was that Twilight did all of this without even once removing her eyes from her invited guests sitting across the table from her. The parchment and quill hovered beside her, just barely within her peripheral vision.

Shade had come far in his studies but still hadn’t quite grasped the art of writing. Chamella was even further behind, only recently gaining the knowledge to identify simple words. Neither one ever believed for a moment that they could ever hope to come close to Twilight’s skill in the art of calligraphy. What baffled Shade most was how the paper continued to stack up. He was sure they hadn’t told her that much.

The studious mare had been groaning about how there was little to no research documents in all of Equestria pertaining to changelings. What she could find was basic information about them that by this point had become public knowledge: They were capable of taking the shape of ponies, specializing in kidnapping innocent civilians and drawing power from the love of their special somepony. There were also brief recordings about their diet and habitat, but the majority of those notes were pure speculation based on what little was known of their anatomy and history. It was the unknowns that Twilight was curious about. Social behavior; historical roots; the inner workings of the hive. These were the questions that she sought the answers to, and when she had the information she needed, she would publish it so that ponies everywhere would have a better understanding of changelings and perhaps devise a way to deal with them should the need arise in the future or even just make it a little easier to differentiate a real pony from a fake.

Shade could only tell her what he knew, and he knew little of the changeling’s past, but he was happy to share any details that he could with Twilight if it meant avoiding another invasion or even getting a chance at a diplomatic encounter. Chamella, on the other hoof, was too preoccupied with today’s newspaper to answer any of Twilight’s questions.

The purple-maned changeling sat grimacing uncomfortably at the tabloid. Though she couldn’t read the article itself, it was actually the rather large, black and white photo that took up about one third of the page that was receiving her ire. Depicted in the photograph were a trio of characters: one pegasus and two changelings, smiling and chatting as they casually cantered down one of the streets of Ponyville. Neither of them were even aware that they had had their picture taken; whoever did it was crafty and managed to go unseen. The fact that this picture existed in the first place and that it was plastered on the front page of the newspaper could only mean that knowledge of Shade and Chamella’s presence within pony society had become public. That could be viewed as both a good and bad thing. Chamella chose to accept it as a bad thing. After all, it was a changeling’s nature to blend in and go unnoticed.

“Is that still bothering you, Chamella?”

The female changeling lifted her gaze from the page to the eyes of the speaker, the unicorn sitting on the opposite side of the table who had apparently noticed her inattentiveness.

“Oh, yeah, a little,” she quietly replied.

“I can’t say I’m too pleased with it either,” Shade added. “It was pretty much inevitable, sure, but I was hoping to avoid this kind of attention. I just hope nopony gets the wrong idea.”

Twilight nodded in understanding. “Yes, as it’s only been a few months since the invasion, it’s not likely that everypony is going to see your presence here as a good thing.” She flashed a reassuring smile. “But whatever happens, you have Princess Celestia to back you up. If the princess trusts you, then I’m certain the average citizen will as well.”

Chamella turned away doubtfully. “I hope so.”

Twilight lifted her nearby teacup to her lips and took a quick sip. “Have you been enjoying your time in Ponyville, Chamella?”

Chamella’s eyes widened slightly in surprise, having not expected the question. “Uh, well, yeah. It’s nice here. Quiet, peaceful. I don’t have to worry about going hungry anymore or freezing.”

The unicorn gave a friendly grin. “That’s good to hear. And how are things going with Rarity?”

The pink-eyed foreigner’s expression shifted instantly, a rare, wide smile appearing on her lips. “It’s great!” she exclaimed, though still quite softly. “I had no idea trying on clothes could be so much fun!”

Shade took a sip from his own tea. “You know, if you ever want to you can always move back in with Winter and me.”

Chamella answered by shaking her head. “I like living with Rarity. She’s really nice and she even offered to teach me how to make dresses.”

“That’s wonderful, Chamella,” Twilight encouraged her. “You seem to be getting along just fine around here.”

Chamella turned away shyly, a bashful blush tinting her ebony cheeks as she smiled.

Twilight tapped a hoof on her chin, thinking about something. “Hmm...”

“Something on your mind?” Shade asked.

“It really has been a few months since the wedding, hasn’t it?” Twilight commented.

Her statement seemed to drain the positivity from the room.

“It certainly doesn’t feel like it,” Shade said remorsefully. “I still can’t believe you would trust us after all of that.”

“You were just following orders. The whole thing wasn’t any fault of yours, you were just a pawn in the game.”

A pawn. That’s all any of them were. Chrysalis cared about them, sure, but in the end they were only pawns that lived to serve their queen. Dying for the cause was practically their mission in life. Shade was thankful he was able to break away from that.

“Say,” Twilight continued, “I was wondering, were you two there during the invasion?”

The two changelings glanced at one another for a moment, somewhat perplexed by the inquiry.

“Yeah, why?” Shade pressed.

Twilight tilted her head curiously. “I was just curious about what you did while you were in Canterlot. Did you see or do anything interesting?”

“Interesting? It was an invasion, not a vacation, Twilight. We were there to overthrow Princess Celestia.”

Twilight waved her hoof dismissively. “Yeah, yeah, I know, but as they say, there are two sides to every coin. I’d like to hear the story from your end. Maybe there was some justification for the colony’s actions.”

Shade chuckled sarcastically. “Oh, trust me, there was no justification. We were hungry, greedy, and spiteful. We attacked because we hated you and your kind and wanted nothing more than to see all of the ponies suffer as we did.”

He hadn’t intended for that to sound so real. He knew he didn’t feel that way anymore, but was fully aware that he had at one time. Those emotions were manifesting in his words. Thankfully though, Twilight didn’t seem to be bothered by it.

“Just tell me,” she requested simply. “I’m not going to judge you based on the choices you made back then. You’re different now. You’ve changed, both of you.”

Chamella looked to her companion, unsure if she wanted to regale the events of that fateful day. The look in her friend’s eyes was a strong, steely gaze. She could see him recounting the day in his head.

“Fine, you want to hear it, you got it. Chamella, are you going to join in?”

The female changeling’s head shot up. “M-Me?”

“Yeah. We separated at one point. I’m sure Twilight would like to hear everything that you saw, too.”

Chamella’s eyes looked toward the ceiling. She remembered exactly what it was she saw when they split up. It was hard to forget something like that. “Uh, sure, when we get to it.”

“Great,” Twilight said with a smile, eager to listen to their story. “Don’t leave anything out. The makings of a good story are in the details.”

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

And there it was. A majestic city of whites and golds jutting out of the mountainside, the tall spires of the palace reaching towards the clouds as if to act as conduits to the heavens above. The capital hovered dominantly over the rest of Equestria, giving its corrupt ruler a clear view of her subjects below.

But the city and its inhabitants were not at ease. Surrounding the marble castle and the buildings around it was an enormous, pink barrier, created and maintained by the unicorns of the Royal Guard to ward off intruders.

And they were waiting. Poised on a distant mountaintop on the opposite side of Canterlot Valley was a swarm of hundreds of changelings, sitting impatiently as they awaited the next phase of the plan. They were all anxious, some ready to battle tooth and nail with the ponies and some frightened and nervous, wishing they had elected to remain home. They had trained for this. Years of planning and preparation. The day they had all long awaited had arrived.

“So that’s it?” Shade asked his comrades as he peered across the valley at the glorious, yet infuriating, city.

The changeling next to him with the blood-red mane answered with a nod and a dark chuckle. “Yup, that’s Canterlot.” Guise’s grin widened to a malicious and condescending smirk. “What better place for that pompous princess to seat her sun-spotted caboose than on the side of a mountain from where she could look down on all of the little peons? How many ponies do you suppose she pressured into crafting that place? All of that power at her disposal and I bet she didn’t raise a single hoof to help. She’s probably just sitting there on her throne right now, getting cozy before the wedding, reveling in her power and authority. Servants at her beck and call, food within hoof’s reach at all times, a comfy cushion under her oh-so-delicate posterior.” Guise’s expression abandoned all semblance of amusement, his tone turning icy and venomous. “I’m going to kill her.”

“We might not even be needed,” Shade reminded his bloodthirsty companion. “If everything goes the way Queen Chrysalis planned, then we should just be able to march right in there unhindered.”

“Yeah, that’s why she came up with a backup plan,” Guise scoffed, rolling his crimson eyes. “In case you haven’t noticed, they know we’re coming.” He extended a hoof to point out the colossal barrier surrounding the city.

“Why did we even send that warning?” the feminine voice of a purple-maned changeling chimed in. “Isn’t that just going to make this more difficult?”

Guise cocked his head as he recalled the Queen’s intentions. “Chrysalis said it was to divert the guards’ attention away from the throne room so she would have less resistance, but I honestly think it’s because she’s getting too cocky,” Guise snorted. “This plan was great right up until she let it go to her head. I’m not saying it can’t work, just that the chances of it working now are slightly lower than they used to be.”

“There’s no reason to lose confidence, Chamella,” Shade reassured as he placed a hoof on her shoulder. “We outnumber them ten to one. Even if unicorns are better with magic and earth ponies are a little stronger, we’ve got power in numbers; there’s no way they can take on all of us. Besides, once Celestia is out of the picture we’ll be in the clear.”

“I wouldn’t be so sure about that,” Guise warned.

Shade and Chamella looked in his direction, awaiting an explanation.

“You remember those six mares she reported about?”

They did remember. Every night for the past few days since Chrysalis had been posing as the niece of Princess Celestia, Princess Mi Amore Cadenza, she had snuck out of the palace to deliver information to the colony. Apparently, the groom-to-be of the imprisoned bride was not only Captain of the Royal Guard, but the brother of one of six mares who had been known to save Equestria from the brink of ruin on two prior occasions. And those six would be present during the wedding.

“Right, the Elements of Harmony or whatever.” Shade nodded as he acknowledged Guise’s point. “They could cause some problems.”

Guise’s confident smirk returned once more. “Which is why we have phase three.”

Chamella rubbed a hoof on her foreleg and groaned. “Uh, sorry, Shade. I know we’ve been over this before, but what was phase three?”

Shade let out an exasperated sigh. Chamella had little grasp on combat strategy and strategy in general, so it proved difficult for her to fully comprehend the plan as a whole. The only reason she was here instead of the Changeling Kingdom with the others who had no desire to die in battle was because she didn’t want to be separated from Shade.

“I’ll explain the whole thing again, but seriously, it’s not that complicated.”

Chamella nodded, feeling ashamed that she just couldn’t get a handle on it.

“The first phase of the plan is already in full swing: Queen Chrysalis’ infiltration. The second phase comes in should something go wrong. If that happens, we bust in there full force. As long as that guard captain is under the queen’s control, that barrier shouldn’t hold.”

“Phase three,” Guise interjected, “is to split the swarm into two groups. The first group, consisting of the majority of us, are supposed to fight the Royal Guard and prevent them from interfering for as long as possible, giving the second group time to locate and secure the Elements of Harmony.”

Chamella tilted her head in confusion. “Wait, we’re supposed to capture those six? Wouldn’t it be better to...kill them?”

“From what Queen Chrysalis has reported, the Elements of Harmony are composed of two parts: The physical Elements themselves and a Bearer,” Shade explained. “Those six are merely the Bearers and without the physical Elements, they can’t use their power.”

“So procuring the Elements and holding off the Bearers is the optimal tactic here,” Guise concluded. “Without the Elements of Harmony, there’ll be nothing and nopony to stand against Chrysalis.”

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

“I have to say,” Twilight interrupted, “Chrysalis really was an ingenious strategist. That plan might have actually worked and almost did.”

Shade nodded in agreement. “You heard it yourself, that’s why she was chosen to be our leader. Years of preparation went into that plan. It was in the works before Chamella and I were even born. You might not know this, but there had been changeling spies lurking around in Canterlot for a long time before the invasion in order to gather intel.”

“Really?” Twilight said incredulously, eyes widening in surprise. “Wow, and I grew up there. There might have been changelings right under my nose the whole time.” She visibly shuddered. “It’s kind of a scary thought actually.”

A frown appeared on Shade’s face. “What’s even scarier is that they might still be there.”

Twilight’s ears flattened against her head. “Are they formulating another plan?”

Shade shrugged dismissively. “Maybe, but I wouldn’t worry about it too much. They’ve probably tightened security at the palace since then, right? Security checks and whatnot?”

Twilight nodded. “Yeah, you’re right. They even have to ID me when I visit now.” She hung her head. “I guess it’s tough to trust anypony these days, huh?”

Shade and Chamella exchanged remorseful looks, knowing that their participation was partly responsible.

Twilight jerked her head up. “Oh, sorry. I-I didn’t mean to make it sound like I was blaming you.”

Shade sighed quietly. “Let’s just continue, okay?”

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

“How much longer do we have to wait?” Chamella whined. The building suspense was making her more than a little nervous.

“There’s supposed to be a signal,” Shade mused, searching his memories for confirmation. “I can’t seem to remember what it was though.”

From within the city’s barrier there was a sudden bright flash of green emitted from one of the windows of Canterlot Castle. Even from this distance it was enough to grab the attention of every waiting changeling across the valley.

Guise spoke to Shade but didn’t remove his stunned gaze from the palace. “It wouldn’t happen to be that, would it?”

Several changelings in the group, all wearing jagged, deep blue armor, took to the air, positioning themselves ahead of the swarm, just above the precipice of the cliff. One of them shouted over the crowd.

“The queen’s cover has been compromised! Begin the invasion!”

The swarm took off immediately, the sky above the cliff top staining black with changeling bodies as they charged mindlessly towards the barrier.

Shade and his two companions watched, still in minor shock at the sudden change in atmosphere. Guise shook off his stupor and flashed Shade a devious, toothy grin. “Showtime.” Without waiting another moment, Guise joined the swarm in their assault, shortly followed by his two comrades.

This was it, the moment of truth. From this point forward it was do or die, and no one amongst the cloud of parasites planned on letting it be the latter.

The barrier inched closer. Shade could see the civilians on the city’s streets panicking and running to and fro in an attempt to hide from the incoming invaders. But they had to get through the first obstacle in order to do any damage.

Shade stopped in his tracks just a few feet from the shield, Chamella following suit. Guise and the other changelings, on the other hoof, rammed headlong into the magical construct. If everything was going according to plan, then the guard captain should hopefully still be under Chrysalis’s control, which would mean that the barrier was losing power and would eventually falter. But Shade wasn’t stupid. Over time, the barrier should dissipate on its own, however, the other changelings continued to tackle the sturdy, inanimate bubble repeatedly. He elected to keep his distance; he wasn’t looking to injure himself before the invasion could truly begin.

But apparently persistence and brute force were paying off. Small cracks began to appear on the weakening, pink surface and snaked further and further as each changeling rammed themselves into it. Shade waited, eyes darting all over the castle beneath them, trying to pinpoint the location of his objective. Chrysalis’s words came to him. The location of the Elements of Harmony was one of the castle towers, but which one?

He no longer had time to ponder. Like a sheet of glass meeting a stone, the barrier shattered and the swarm began their invasion. Most changelings made a beeline for the castle while others chose to neglect their orders and give chase to the pedestrians. No doubt they were desperate for a meal.

“What do we do now?” Chamella asked. Her head shot back and forth worriedly as she tried but failed to remember the plan that Shade had told her just a few minutes earlier.

He didn’t have time to scold her, they had their orders. “We find the Elements of Harmony,” Shade declared.

“Which ones?” Guise took up position beside Shade. Dark, purple bruises were already forming on his skin from his repeated battering against the barrier, but he seemed unbothered by it. He was operating on pure adrenaline; pain was nothing to him right now, but he would be feeling that tomorrow.

Shade surveyed the city below, contemplating what they should do. Amidst the seemingly endless, black specks that darted about, a rainbow of color caught his eye. There, making their way along the palace’s exterior, were six pony mares. But they weren’t trying to escape the castle, they were heading inside.

“There!” Shade pointed to the party of mares. “That must be them!”

Guise’s fangs seemed to glint in the sunlight as he grinned. “Perfect. Waiting on that cliff built up an appetite. I think it’s time for dinner.” Guise dipped downward and dove straight towards the ponies, joining up with a small group with the same idea.

Shade held out his hoof. “Wait a minute!” But it was too late, Guise was out of earshot and Shade’s call was drowned out by the constant drone of buzzing changeling wings. “Dammit,” he quietly cursed to himself. Shade cast his sight to Chamella who was trying to keep Guise in her sight as he charged ahead. “Chamella, listen to me.”

The female gave Shade her full attention.

“I know you don’t want to fight, so we’re going to have to split up.”

Chamella’s eyes shrunk in fear. “W-What?! B-But I don’t want--”

“I know, but it’s the best solution right now. Those six are on their way to get the Elements and we need someone to secure them before they get there.” He looked Chamella straight in the eye, hoping that his words stuck in her mind. “I need you to find a group that’s on their way to locate the physical Elements. Stay close to them and follow their lead.”

“B-But what about you?”

“I’m going to join Guise and try to hold off those mares as long as possible. There’s only six of them, so it shouldn’t be a problem. When we’ve taken care of everything, I’ll come find you, okay?”

Chamella gulped pensively. She didn’t like the idea of being separated from Shade, it made her feel vulnerable and alone if she didn’t have him to support her. She tried to find her resolve. Shade was counting on her. After everything he’s done for her, it’s about time she did something in return. She gave the most confident look she could muster and nodded resolutely.

“Okay. Good luck, Shade.”

Shade gave a heartfelt smile and made to follow Guise into the fray, leaving Chamella hovering alone.

“Be careful!” she shouted after him.

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

“I take it this is where we come in, huh?” Twilight interrupted once more with a giggle.

Shade didn’t bother to suppress a chuckle. It seemed strange now that he had once been in a life or death battle with who were now some of his closest friends. “Yup, though I’m not going to skip that part just because you happened to be there. You should know full well that we got our licks in.” He rubbed a hoof against his chest proudly. Maybe he wasn’t the greatest fighter, but knowing that he had held his own against the Elements of Harmony felt like something he could brag about. Granted he had a whole swarm of changelings backing him up, but he wanted to milk the feeling for all it was worth.

“Riiiight,” Twilight drawled mockingly, eliciting a huff from the changeling. She turned her attention to Chamella. “But we can get to that in a minute. Right now, I’m more curious about what Chamella did.”

Shade chuckled again, remembering the event as Chamella had told it to him. “Heh, right. But I warn you, it might not be what you’re expecting. Chamella? Care to take the reins?”

“Oh, sure.” Chamella straightened herself up and cleared her throat. It was evident that she had come a long way from the meek changeling that was described in their story. “Okay, so...”

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

The instant Shade had left her side, all confidence drained from Chamella’s body. Despite being surrounded by hundreds of other changelings, she was suddenly overcome with an immense feeling of loneliness and solitude. She didn’t want to move. Her mind was telling her to sit still and wait for him to return as she had on many prior occasions when Shade would leave to find them something to eat.

But another part of her conscience reminded her that Shade, for once in their lives, was relying on her. She couldn’t just flutter there and do nothing while her friends did all the work, otherwise what was the point of coming all the way out here?

Chamella squeezed her eyes shut, mentally supporting and reassuring herself.

Come on, you can do this. Shade is counting on you. You’re not useless, now prove it.

She opened her eyes with inspired vigor, dead set on heeding Shade’s order. She glanced around briefly as she looked for a group of changelings that were on their way to find the physical Elements. One particular individual buzzed by her quickly, seemingly having a destination in mind. Chamella extended a hoof and beckoned to him without even thinking.

“Excuse me!”

The changeling halted and turned around. At first his expression showed confusion at Chamella’s politeness; changelings had no reason and no business being polite. His face quickly shifted to an irritated glare, clearly displeased to spend even three seconds not preparing to sink his teeth into something. “What do you want? I’m in a hurry here,” he grunted derisively.

Chamella had been prepared to ask him where he was going, but all she could manage was a weak whimper. His icy glare had completely destroyed her words before she could even speak them. The aggravated changeling made an annoyed groan before turning his back to the interruption.

Seeing that he was about to leave her behind, Chamella once more had to muster up the courage to speak. She wasn’t about to let Shade down, she wanted to prove her worth.


The changeling once again groaned rather loudly and turned to face the female again. “What?”

Chamella mentally wrangled the words before they could find refuge away from her mouth. “Do you know where the Elements of Harmony are? The physical ones?”

The other changeling seemed to abandon his annoyance in favor of accepting her help. “Not exactly, but me and my group are trying to find them. You get separated from yours or something?”

“Uh, yeah...” Chamella lied. It didn’t really matter what this changeling believed, plus this answer was faster than explaining the true situation and he likely didn’t care anyway.

He motioned with his hoof for Chamella to follow him. “Fine, just come with me. But thanks to you, I have to catch up to them again.”

Chamella joined him and offered an apology to which he simply gave a puzzled lift of his eyebrow. She really didn’t fit in well with the changelings and she always knew that was why they teased and bullied her. Hopefully, after all was said and done in Canterlot, that would change.

The two finally managed to reunite with their group after a few minutes of flying. Unfortunately, none of them seemed to have much of an idea which tower contained the items they were searching for. It came down to a process of elimination, checking each and every one until they happened to stumble upon the correct one. Had Chrysalis really neglected to inform anyone as to which tower they were looking for?

Having already checked two towers and coming up empty, Chamella’s group made their way to the next which took them over the western battlements of Canterlot Castle. The area appeared to be some sort of barracks for royal soldiers, though none seemed to be present at the moment. They all seemed to agree that that was rather odd, yet was a stroke of luck simultaneously. The leader of the group, one of the queen’s personal guards in armor, slowed his flight and perched atop the stone brick wall with his squad following his example. Flying around aimlessly was starting to grind on their nerves and a brief respite was welcome to help them cool their heads.

Chamella sat down on one of the raised, stone blocks that lined the wall’s edges. Behind her, on the opposite side of the wall, was the barracks proper, a place where soldiers trained and honed their skills with deadly weapons and combat strategies to perfect the art of war should the need arise, which would probably come in handy today.

However, in complete contrast to the battle-worn sand and gravel of the barracks was what was just below Chamella’s hooves: a beautiful, open-air garden. Flowers of all colors decorated the green grass in a vibrant rainbow of dots that, to someone with an active imagination, could seem to form shapes similar to constellations in the night sky. A tiny stream snaked its way along the courtyard, small, stone bridges crossing the water in particular spots. The stream water seemed to collect in a small pond on the far end of the garden and along its edge were various artsy decorations. Statues, water spouts, and a curious one that seemed to be a cut bamboo shoot attached to a pivot with one of the water spouts pouring into one end. When the shoot was full, it became unbalanced and tipped, causing the water to pour out and allowing the shoot to return to its original position, the capped end striking the stone beneath to create a soothing and rhythmic sound.

The garden looked so out of place. Chamella hadn’t seen anything like the plants that were growing here when she and the other changelings were on their way to Canterlot. But it was so peaceful. She found herself forgetting what it even was she was doing and lost herself in the beauty of this place, filled with plants more stunning than any of the dying and lifeless trees in the Changeling Kingdom.

However, something stuck out. Amongst the plethora of greens and yellows and whites and pinks, was something blue. Underneath a blooming cherry tree, with its branches painted pink with cherry blossoms, was a midnight blue figure; a pony, with its back turned, seemingly gazing at the tree as its pink petals softly drifted through the air around it.

Chamella squinted her eyes, trying to focus in on the figure and perhaps identify it, but from this distance she found that difficult. Another changeling that had been pacing quite impatiently as he waited for the squad’s leader to stop being so lazy and get a move on, happened to glance over Chamella’s shoulder. She turned to look at him but said nothing. He was obviously eyeing the same thing she was.

The changeling’s eyes widened incredulously. “You have got to be kidding me,” he said to himself quietly.

Chamella looked back to the mysterious figure, then back to the changeling, a puzzled look in her eyes. “What is it?” she asked. She was more than curious to know if this guy knew more than she did.

The changeling laughed deviously. “Do you know who that is?” he asked the female, pointing a hoof at the pony under the cherry tree.

Chamella simply shook her head, feeling stupid that she didn’t since this guy seemed to know already.

“That’s Princess Luna!”

Immediately, he received the attention of every changeling in the squad, their sights following his hoof to where the princess stood.

Chamella performed a double take. What was Princess Luna doing here instead of the throne room where Chrysalis and Celestia were supposed to be?

Another changeling hovered above the two perched on the wall’s edge. “This is great! If we can capture Princess Luna, Chrysalis will shower us with praise! She might put us on her personal guard!”

“Sounds like a plan to me!” another exclaimed excitedly.

Without even hesitating, he made straight for the Princess. Not wanting to be outdone, several more followed suit. Even some passing changelings that weren’t a part of their group, seeing what was going on, decided to join in on the action. Chamella watched as they made their divebomb straight for the moon princess, the first changeling having a slight lead and likely to draw first blood.

Luna didn’t budge. She seemed completely unaware that there was even an invasion happening right now. Her gaze remained unmoving from the cherry tree.

The lead changeling rapidly closed the distance. His mouth widened as he prepared to sink his fangs into the princess’s royal hide.

From out of nowhere, just as the changeling was mere feet from the Princess, a long, sturdy bamboo shoot swung from the side and delivered a painful blow to the changeling’s head with a resounding crack. His body was sent rolling through the air until he landed ungracefully in the nearby stream, rendered unconscious and effectively incapacitated.

The remaining changelings halted in mid-air, confused and a little afraid. The bamboo shoot, wrapped in a vivid, cobalt aura, gently floated over to the Princess.

Luna turned her head, her gently-flowing, astral mane contrasting her intense, teal eyes as they cast a gaze that struck fear into the hearts and minds of the comparably small group of changelings. She turned her body entirely, wielding the shoot in front of her as if it were a blade in the possession of the most skilled of unicorn soldiers.

She addressed the invaders, her tone dark, confident, and imposing. “Do not think for a moment that simply because I am a princess that I am not able to defend myself in combat.” Her wings flared out, the falling petals of the cherry tree spreading about to allow the princess of the night more room. Her following words echoed out across the courtyard, overpowering even the endless drone of changeling wings. “You have trespassed on our land, invaded our kingdom, and assaulted our subjects and my sister! Your punishment shall be swift and just!”

Many of the changelings were visibly shaking, but one let out a soft chuckle. There was no way she could fight off so many changelings. It didn’t matter how powerful she was, eventually their steadily growing numbers would overpower her.

The cocky changeling charged forward, baring his fangs. His hastiness was met by a blur of cobalt, followed by a loud crack as the bamboo struck him from above. He collapsed onto the grass below and, like his predecessor, fell unconscious. Luna glared up at the hovering swarm as if to chide them into attacking again.

The changelings weren’t determined to allow themselves to be picked off one by one. As a collective group, they all closed in on the Princess, each one plotting a different way to tear her to shreds.

Luna’s horn released an incredible flash of silver light, stymying the swarm’s advance as they shielded their eyes. Another crack resonated through the garden as another changeling was removed from play, shortly followed by two more, before the rest could regain their senses.

When they could finally see again, they locked their rage-filled eyes on the princess. One lunged forth, shrieking madly as he made to rip into the mare’s jugular. Luna grabbed her bamboo staff with both hooves, drove it into the ground, and vaulted into the air and over the attacking changeling who continued to fly forward, too bewildered by the alicorn’s unorthodox acrobatics to avoid slamming straight into the cherry tree.

As she flipped, Luna delivered a swift kick to another airborne changeling while simultaneously pulling the shoot with her, flipping upright, and bringing it down hard onto another’s head. She caught herself in the air by spreading her wings and floated stationary in the air, unfortunately now finding herself surrounded.

Innumerable bloodthirsty grins stared at her from all directions, but her focus was unwavering. She remained stoic in the face of her disadvantage. The swarm all closed in on her, only to see a brief flash of light before they all crashed into one another. They stumbled and spun in the air, stunned and disoriented. The princess had disappeared.

Chamella watched in awe as the scene unfolded. One pony was effortlessly making a mockery of the changeling forces with nothing but magic and a piece of wood. With a sudden pop and another flash, Luna reappeared just feet in front of the spectating changeling who remained atop the battlements as the clash unfolded. She tumbled backwards in surprise, falling onto the stone below her. Luna turned her head, her eyes looking squarely into Chamella’s. She felt an unrivaled sense of dread surge through every muscle in her body. Chamella scampered backwards, putting as much distance between herself and the moon goddess as possible before her back collided with more stone.

Luna analyzed the fear in her eyes for a moment before deciding that this changeling was not a threat to her, returning her attention to the attacking swarm in the courtyard. The alicorn flew back towards the more immediate threat of the swarm to take advantage of their state of confusion and disarray.

Chamella felt her heart start to beat again. There was a moment where she actually thought she might die there. Slowly her blood began to flow again and color began to return to her body. She managed to sit up straight and breathe a sigh of relief, thankful that she yet lived.


Chamella nearly jumped out of her skin. She attempted to slow her heart rate when she realized the speaker was the leader of her squad who had wisely elected to not engage the princess. Apparently, he and Chamella were the only ones who didn’t.

“Look, either you help fight the princess or you keep looking for those Elements. Make up your mind already.”

That was a no-brainer. Chamella cast one last look to the shockingly one-sided battle taking place below her. Though Princess Luna had yet to even receive even a scratch, this fight was not likely to end anytime soon. More and more changelings were joining the fray the longer it dragged out. When one went down, two more arrived to take its place. The alicorn would fall eventually or have to retreat to regain her stamina. Chamella wasn’t planning on sticking around to witness the battle’s conclusion. She still had a job to do, and fighting an almighty goddess wasn’t on her to-do list.

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

The library went silent. Shade had been expecting Twilight to interject again, but instead she sat in stunned silence at the information that Chamella had just finished detailing. The male changeling couldn’t help but laugh.

“I told you,” he said with a smirk.

Twilight finally snapped out of her stupor. “Wow. Just...wow. I had no idea Princess Luna was such a skilled martial artist.”

Chamella shuddered as she recalled the event. “Imagine what it’s like to be on the receiving end. For a second there, I thought she was going to kill me.”

Twilight looked up towards the mark of her mentor on the ceiling. “I should ask her about it the next time I visit. She must have trained with the Royal Guard for centuries to become so proficient. I wonder if Princess Celestia is trained for combat as well.”

“Can’t say I can answer that for you,” Shade interrupted her thoughts, eager to get back to the story. “Now, can I continue? We’re getting to the part where we fight.”

Twilight giggled amusedly. “I think I already know how this went.”

Her comment effectively wiped the smug grin from Shade’s face. “Who’s telling the story here?”

The unicorn rolled her eyes. “Fine, fine. But make it quick,” she joked. “And don’t downplay us either. I know for a fact how badly you guys got your flanks kicked.”

Shade cast a begrudging glare across the table. “Just shut up and listen.”

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

By the time Shade had caught up to the attacking horde, they had already managed to surround and entrap the six mares. They had no means of escape, even the two pegasi would have difficulty evading so many changelings. Many of the present changelings had already elected to masquerade as their targets. Doing so would make it difficult for the ponies to discern friend from foe, escalating the changeling’s advantage further.

The six mares readied themselves as the enraged swarm charged forward. Shade stared in awe as he watched many of his brethren being beaten and tossed aside like they were nothing. However, it was evident that their disguises were working. The ponies seemed to hesitate before launching any sort of attack, trying to ensure that they didn’t accidentally target one of their own.

Seeing that the swarm had the upperhoof, Shade decided to join the fray. He touched down in the middle of the battlefield and set his sights on the nearest mare: the stetson-wearing earth pony. She appeared to be a significant threat and, therefore, a primary target. Even at first glance, Shade could tell that this particular mare was strong. In an eruption of emerald fire, Shade shifted his form to the orange-coated mare. Now he was certain of how tough she was. Magical aptitude and knowledge were not things that a changeling could copy, but physical attributes were. Shade could feel the strength in this pony’s toned muscles. This kind of power would make this fight much easier.

Shade galloped forward, the earth pony squarely in his sights. Her green eyes turned in his direction for a brief moment before she turned her back to him and raised both of her hind legs in the air. Unfortunately, Shade’s brain couldn’t relay its command to stop quickly enough. With what must have been the force of a speeding train, her hooves connected with his chest, sending Shade careening backwards and crashing into a nearby cluster of changelings.

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

Twilight visibly winced. “Ouch. That must have hurt.”

“Like you wouldn’t believe,” Shade confirmed as he rubbed his chest. “I thought she might have broken my ribs.”

The unicorn giggled. “I know I wouldn’t want to be on the receiving end of a buck from Applejack. With my physique, I’d be in the hospital.”

“And I think that’s the only reason why I got out of that without any serious injuries. If I hadn’t been disguised as Applejack, then I would have been in even worse shape. That mare’s as tough as nails.”

“You don’t have to tell me,” Twilight laughed.

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

Shade rose shakily to his hooves as he allowed his disguise to dissipate, a sharp pain shooting through his chest.

Right, attacking the pony that you’re pretending to be? Not my brightest plan. Let’s try something else.

Shade took a moment to glance around. Though the earth pony had considerable strength, the cyan pegasus that zipped about in the air seemed to possess stamina to spare, and she was certainly more aggressive than the others as well. Strength, agility, and endurance. A perfect candidate.

Once more, the jade flames enveloped Shade’s body and left standing a rainbow-maned pegasus. He suddenly felt like he had gotten a second wind, like he could fight for hours without tiring.

Shade flapped his fabricated, feathered wings once to ensure that he could work them properly before taking flight and speeding straight for the lavender unicorn. She was a bigger threat than he first assumed. Though most unicorns tend to be frail compared to other ponies, this particular unicorn was showing that she held a secret weapon that could make this fight more difficult for the changelings: a spell that destroyed their facades. Taking her out became a priority.

As Shade closed the distance, he cocked an eyebrow as he witnessed a bizarre maneuver made by another member of the six, the pink earth pony. She physically picked up the unicorn, propped her onto the ground in front of her, and proceeded to rapidly spin the violet pony’s tail like a crank, causing her to fire off a salvo of magic bolts from her horn.

Shade had neither the reflexes nor the state of mind to avoid the barrage. He and several other changelings were pelted by pink blasts of energy, effectively halting his assault. It wasn’t as painful as being kicked, but Shade found his farce had been ended and he was once again himself. As long as that unicorn was still standing, shapeshifting would prove pointless, so he instead set his sights on an easier target.

Seeming to do everything in her power to avoid the battle unfolding around her, was a pale, yellow pegasus with a long, pink mane. It seemed somehow wrong for his first kill to be such a defenceless creature as this, but she was one of the Bearers of the Elements of Harmony.

Shade weaved between changelings and avoided bucking hooves and magic bolts as he made his way to his target. Once she was in his sights again, he made to attack, leaping at her from behind. Shade pinned the helpless mare to the ground beneath him and readied his fangs.

The pegasus turned to him with an irate glower. “Get off me, you moron!”

Shade’’s attacked faltered, surprised by the aggressive glare he was receiving and the seething anger in the voice of the once-thought-meek pegasus. But upon closer inspection, he noticed that her eyes had gone from teal to blood-red.


The changeling-in-disguise batted Shade off with his false hoof and stood up. Guise grunted as he dusted himself off. “What’s the matter with you?” he snapped in the yellow mare’s quiet voice. “Can’t you tell the difference between us and them? Geez, you’re hopeless.”

Shade ignored his friend’s comments and took advantage of their serendipitous reunion. “Guise, we’re fighting a losing battle here.”

Guise finally removed his camouflage and gave Shade a perplexed and irritated look. “What are you talking about?”

“Take a look around.”

Shade gestured around to the ensuing battle, pointing out just how badly they were losing. Even with their superior numbers, the six ponies still somehow managed to keep the tide of the clash in their favor.

“It’s only a matter of time before they get through us and make their way to the Elements. I say we cut them off at the pass.”

Guise took a quick look at the increasing number of unconscious changelings and groaned begrudgingly. “Yeah, I guess you’re right. Fine, let’s meet up with Chamella and the others then. Hopefully they’ve found the place by now.”

Shade nodded in agreement and the two took to the air, abandoning the hopeless fight and seeking a more favorable objective.

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

“Aw, come on!” Twilight moaned. “You weren’t even there for the end of the fight? Now I just feel ripped off.”

Shade crossed his hooves over his chest. “Well, excuse me for knowing when to beat a tactical retreat. Most changelings are too stubborn to even consider that. I could have been killed, ya know?”

Twilight huffed through her nose. “You set me up with false expectations. I thought you were there to witness our victory.”

“Yeah, like was going to stick around and get my head kicked in. No thanks.”

“If I’d have been paying for this, I’d ask for my money back.”

“And I’d say ‘tough luck, toots.'”

Chamella quietly interjected into their argument. “Um...guys?”

“What?!” they spat in unison.

Chamella flinched as if she had been physically struck. The eyes of the bickering changeling and unicorn widened as they realized who they had just inadvertently lashed out at.

“Oh, geez, Chamella, I’m sorry,” Shade apologized. “I-I didn’t mean to yell.”

Twilight’s ears drooped. “I’m sorry, too. I guess we both sort of forgot you were there.”

Chamella composed herself, inching back to the table she had involuntarily backed away from. “I-It’s okay. I’m used to being yelled at. You become accustomed to it when everyone thinks you’re useless.” She hung her head and turned away from her company.

Shade sighed and wrapped a hoof around her shoulder, pulling her close to him. Their closeness caused a pink hue to tint her cheeks.

“That’s all in the past, Chamella. Things are different now. If you were useless, then I don’t think I’d be alive right now. Guise probably would have killed me.” He looked into her pink eyes and smiled. “Nopony around here thinks you’re useless.”

She gratefully returned his smile and nuzzled into his neck. “Thank you.”

Twilight cleared her throat, her abrupt interruption causing the two changelings to end their embrace with embarrassed blushes.

“Sorry about causing a fuss, but if it’s okay with you two, I’d like to hear the rest of the story.”

Shade nodded. “Right, right. Chamella, you want to pick up from here? This next part really proves how valuable you can be.”

A bashful blush coated Chamella’s cheeks. “Uh, sure. But it’s not really a big deal or anything.”

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

The purple-maned female stood at one end of the tower’s highest chamber. The room was abuzz with activity as changelings flittered to and fro trying to figure out what to do next. Chamella’s gaze was set unmoving from the structure before her. Thankfully, she and her group had finally managed to find the right tower, but now another obstacle stood in their way.

The sound of the chamber’s entrance opening attracted the attention of the gathered drones, each one taking a fighting stance as they prepared to do battle with what they assumed were the Bearers of the Elements. However, standing in the doorway instead were two other changelings, one with a scruffy, navy-blue mane, and the other’s spiked and red. Seeing that there was no threat, the battle-ready changelings went about their business, which wasn’t much of anything other than waiting around.

Chamella rose above the crowd to see who had just entered the chamber. Upon recognizing her two friends she waved a hoof in the air and beckoned to them. “Shade! Guise! Over here!”

Shade smiled to his friend and made to join her on the opposite side of the room. He felt a sense of pride for her knowing that she had managed to do exactly what she was supposed to, but mostly that she was unharmed and luckily hadn’t encountered the Royal Guard who were still mysteriously absent.

“Chamella, you did it, way to-”

Shade paused as his sights fell on the simply, yet somehow elegantly, designed monolith standing before him. The walls on either side, decorated with rather large jewels, flanked a large door, its edifice decorated with a six segment design and colored purple and pink. In the center of each colored segment was a blank out-of-place-looking circle, and resting in the center was the golden emblem of the tyrannical princess: a sun.

“I take it the Elements are in there then?” Guise deduced, sizing up the door.

“That’s what everyone says, but no one can figure out how to open it,” Chamella explained.

Guise tapped his chin thoughtfully. “Right. Didn’t Chrysalis say something about this?”

Shade nodded as he, too, recalled the queen’s intel. “Yeah. While she was disguised as Princess Mi Amore Cadenza, she learned about this place from Celestia. She said that the door required a key, but that she was the only one who had or could even use it.”

Guise let out an annoyed groan. “And what’s that supposed to mean? What kind of key can be used by only one person?”

Chamella tilted her head in thought, her eyes not straying from the impediment placed firmly in their path. She squinted her eyes. In the center of the sun symbol was a round, narrow hole. It didn’t take a genius to conclude that this was where the key was to be inserted. However, the shape struck her as odd.

“A key that only Princess Celestia can use...” she mused quietly to herself.

Shade cast her a sidelong glance. “Hm? You have an idea, Chamella?”

The female was jostled from her thoughts. “Huh? Oh, maybe. I’m not sure if it’ll work though.”

“Give it try. What do we have to lose?”

Chamella nodded rather doubtfully, but decided to go ahead with her thought. Her horn ignited with a blinding, green light, causing any changelings nearby to shield their eyes. When the light faded, the others stood with their jaws slacked in awe at the being standing with them. Chamella stood towering over the group, now sporting a flawless, alabaster coat, grand, feathered wings, and a gently-flowing, multi-colored mane and tail. She was the spitting image of Princess Celestia.

But such a transformation came at a price. Shade could already see sweat beginning to form on her forehead as Chamella struggled to maintain her current body. Imitating a normal pony was easy; they were roughly the same size as a changeling. Celestia, on the other hoof, was much larger and therefore required more magic to replicate, a great deal so. It was lucky that Queen Chrysalis had the forethought to show her subjects what the sun princess looked like the night before.

Shade allowed his stupefaction to subside, knowing now what Chamella had planned to do and knowing that she had little time to do it. “You better hurry. You’re putting a lot of strain on yourself.”

Chamella nodded weakly, her breaths already becoming heavy with exhaustion. She responded in Celestia’s voice which, to their surprise, was quite soothing. “Right. I hope this works...”

The horde of changelings watched trepidantly as the false alicorn lowered her head and aligned her long, ivory horn with the keyhole in the door. Carefully, she inserted her horn into the mechanism, sliding it inside until she could go no further. She looked around from her awkward angle to judge what was happening.

“Did it work?” she asked curiously.

The door remained closed and showing no sign of giving way. If this was the answer to Celestia’s riddle, then they must have been doing something wrong.

Shade tapped the door with his hoof, hoping that perhaps a little push was all that it needed. “I don’t think so.”

Chamella sighed in defeat. “I knew this wouldn’t work. I can’t do anything right...”

She prepared to return to her normal body, her horn lighting up inside the lock with a soft, emerald glow. Before she could transform back, however, Shade took notice of something strange. As her horn glowed, the lock too seemed to glow.


Chamella halted her spell, trying her best to look at Shade. “What? Did something happen?”

Shade pointed to her horn. “Do that again, but don’t change back, and put more power into it.”

“I-I don’t know if I can,” Chamella stammered as she was quickly running out of breath.

“You have to try. Come on, we’re counting on you.”

Chamella allowed herself a moment to let that sink in. They were counting on her. The entire colony and her queen were counting on her. She wasn’t going to let them down. With newfound determination, she focused as much energy into her elongated horn as she could muster. The glow once again began to spread from the lock and out through the seams between the six segments of the door’s design, the energy fading from green to powder blue. The six non-descript circles soon followed suit as they emitted the same blue glow.

With a steady creak, the mechanisms within the door began to turn and the door separated down the middle and opened at a suspenseful rate. The horde of changelings watched in silence as the contents of the room were finally revealed to them. Sitting upon a carved, marble pedestal was a jewel-studded chest that seemed to shine with an other-worldly light.

Chamella was finally spent. With no energy left to hold her disguise, her body involuntarily reverted to its original form. Shade rushed to her side and helped her stand, giving her a proud smile as he did.

A couple of the armored changelings flew into the near-empty room and acquired the box, hoisting it down to ground level for the other armored changelings to see as well. Flicking it open, the group beheld the splendor within. Five golden necklaces and one ornate tiara, each seeming to be decorated with a gem shaped like the cutie marks of their corresponding Bearers.

Guise, Shade, and Chamella hovered above the group, gazing down at the physical Elements within the chest. The red-maned male was the first to break the silence in the room. “Those are the Elements? They’re just a bunch of fancy jewelry!”

Without warning, the entrance to the tower swung open. Every set of sky-blue eyes turned to face the intruders, each one baring their fangs when they recognized the six mares standing on the bridge outside. The Bearers had finally caught up, but were clearly exhausted from their fight and the gallop to the tower. Another large group of changelings barred their escape from behind, forcing the six ponies to huddle cautiously together as the two groups menacingly closed the gap. The numbers were even greater now than before; they didn’t have a chance.

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

“Why did you spare our lives?” Twilight asked. Upon reflection, she was thankful, though very surprised, for the unexpected mercy. The changelings could have easily killed them.

“It was mostly because, without the physical Elements, we didn’t really think you were a threat anymore,” Shade explained. He raised a quizzical eyebrow at Twilight. “Come to think of it, Celestia was supposed to be the only one who can open the door. What were you planning to do when you got there?”

Twilight giggled at Shade’s obliviousness. “What, like the Bearers of the Elements wouldn’t be able to get them? The door also reacts to me as well. I can open it too. But I have to say, that was very intuitive of you, Chamella. Good thinking.”

Chamella blushed lightly at the unexpected praise. “Oh, um, thank you. But I’m sure someone else would have figured it out if I didn’t.”

“Don’t be so modest,” Shade said proudly. “You thought of it first, so you get the credit.”

Chamella wore a rare, prideful smile. Seeing her so happy warmed Shade’s heart. It was moments like this that made him really feel like a big brother to her.

“So I guess that’s the end of the story then, huh?” Twilight assumed. Shade detected a hint of disappointment in her voice. It was almost as if she had been expecting a different ending.

“Actually, not quite,” Shade corrected.

Twilight’s ears stood at attention.

“I don’t know much about what happened in the throne room after that, but what we were doing outside the castle is definitely worth mentioning.”

Twilight leaned forward eagerly, her chin resting on her fetlocks. “Do tell.”

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

Shade, Guise, Chamella and their comrades from the tower all gathered for a moment of respite. The location was a sunny garden in the eastern courtyards of Canterlot Castle, surrounded on all sides by tall, marble walls that the garden’s many plants had slowly crept up and around over the years. Hedges and many ornate statues depicting the accomplishments and vivid history of the ponies decorated the garden. They would most likely be removed once Queen Chrysalis officially claimed the throne and replaced by the changeling’s own, the first no doubt symbolizing their victory here today: an awe-inspiring monument of their queen standing tall and triumphant over a fallen goddess.

The changeling soldiers were celebrating, and for good reason. They had finally won. Celestia had been incapacitated, the Elements of Harmony and their Bearers captured, and the palace was under changeling control. Even the sun, the tyrant alicorn’s cosmic jewel, seemed to shine more brightly and warmly as if it were grateful to be released from the Equestrian dictator’s iron grasp and wished to join in their jubilation.

Guise took a moment to stretch his legs and flitter his paper-thin wings as he came down from his adrenaline high. “Gotta admit, I was doubtful at first, but ol’ Chryssy came through. The changelings reign supreme, just as she said.”

Chamella gave Shade a hopeful look. “Does this mean we don’t have to struggle for survival anymore?”

Her close friend answered with a reassuring smile. “Yup. Food, shelter, and warm, sunny days. We’ve got a lot to look forward to.” Shade stared off into the distant, blue sky, in the direction of his former home. “All those years of preparation are finally paying off. I’ve dreamed of this day, but part of me never believed it would happen.”

The thought of actually being able to live out the rest of his life in comfort was exhilarating. He wasn’t just excited to live a carefree and happy life, he wanted to explore this new world. He wanted to see just what else was out there that he’d never gotten to experience before. The food; the knowledge; the wilderness; he wanted to see it all, and now he had that chance.

Shade was jostled from his thoughts by a pair of hole-riddled hooves wrapping around his neck and pulling him in for a affectionate hug. He grinned and draped his own hoof over Chamella’s back. He was happy for her most of all. He risked life and limb to get her this far in life. He didn’t know why, but he had a strange attachment to her, like she was something worth protecting, something worth nurturing. She certainly wouldn’t have been here if it weren’t for him, and now she, too, could live comfortably and worry-free.

Guise rolled his crimson eyes. “Geez, it’s embarrassing just to be associated with you two. There’ll be time for honeymooning later. Right now, we’re celebrating. Let’s head over to the throne room and-”

Shade cocked an eyebrow. Guise was not one to let his thoughts go unfinished. If he had something to say, he was going to say it, so to hear his sentence get cut off was quite an anomaly. Shade and Chamella broke off their hug and cast confused glances to the red-maned male. His eyes seemed to be transfixed on something as his gaze never met theirs.

“Uh, something wrong, Guise?” Shade asked. He only just now noticed that an eerie silence had fallen over the group. Only the sound of buzzing wings could be heard throughout the garden.

Guise silently lifted a hoof, pointing it toward the courtyard gate. His friends’ eyes followed it and widened considerably when they beheld what exactly had miraculously rendered Guise speechless.

Lined up, row by row, at the statue garden’s gate, was a platoon of royal soldiers, each decorated with bright, golden armor and intense, determined, and enraged expressions. Each soldier had equipped themselves with various weapons: Earth ponies wielded long, pointed polearms capable of impaling a target from a good six feet away; pegasi wore fetlock-mounted blades on one hoof and round, elegantly decorated shields on the other; unicorns stood in the rear of their formation, holding aloft long, wooden bows in their technicolor auras, arrows knocked and ready. In total, there must have been at least fifty of them, if not more, all poised and ready to defend their kingdom and their princesses with their lives.

But Celestia’s Royal Guard was not the only threat present. Sitting atop the wall and gate, were twenty more ponies, outfitted in dark, purple armor with a blue cats eye gem embedded into the chestplate. At first glance, they all appeared to be pegasi with dark-grey fur, but upon closer inspection, they displayed traits that suggested otherwise. Their eyes were all bright gold with narrow slits for pupils, not unlike a dragon’s or the changelings themselves. Perhaps more noticeably, however, were their wings, not soft and feathered like a bird, but thin and leathery like a bat. They were the Night Guard, the personal soldiers of the princess of the moon, and standing amidst them, glaring harshly down upon all of the power-hungry and bloodthirsty changelings, was Princess Luna herself, commanding the whole squad.

Silence persisted over the changeling horde as they cautiously took up battle stances, knowing full well the clash that was about to take place. Overall, it was close to seventy ponies and one princess versus approximately two hundred changelings. The ponies were well armed and armored though, and given the supposed power that Princess Luna possessed, the odds of this battle were difficult to determine.

Shade stood at the ready, staring down the armored ponies alongside his brethren. He whispered quietly to Chamella who was cowering frightfully behind him. “Chamella, stay back, find somewhere to hide.”

Chamella answered with an unseen nod before slowly backing away from Shade, sneaking quietly through the crowd, and seeking refuge behind the largest statue she could find.

Guise’s shock had finally subsided and in its place was his familiar cocky and bloodthirsty grin. He cast a sidelong glance to Shade. “Now this is what I’m talking about.” The anticipation of the upcoming battle spiked his adrenaline, pupils shrinking down and teeth glinting in the sunlight. “Let the bloodshed begin!”

And with Guise’s battlecry, the clash had started. Changelings barreled forward in an erratic, unrehearsed formation, all eager to see the demise of the castle’s last line of defence.

The Royal Guard remained unmoving with the exception of the unicorn archers in the rear. The instant the changelings showed any sign of beginning the assault, they unleashed a flurry of arrows into the air and, with impressive speed, even with magic, had knocked and fired a second volley before the first arrow could even reach its target.

The changeling horde halted in their tracks to erect protective barriers. The garden was illuminated by green lights as each individual braced themselves for the barrage. Their shields were not reliable against physical objects, especially speeding arrows, and a cacophony of shattering barriers grated against the ears of all creatures present as the arrows made quick work of the changelings’ defences. Luckily, the impacts at least managed to slow the projectiles, but that didn’t stop them all from hitting their marks. Several changelings fell from the air, none mortally wounded, but many with arrows embedded into their tough skin. Such hindrances would only prove to slow them down; in the midst of battle, pain was an afterthought.

With first blood drawn and the distance now too short for arrows to prove reliable, the battle became a melee. A single pegasus pointed his blade forward and called out to his comrades to begin the counterattack. The statues of the garden shook as hooves from both ponies and changelings shook the ground beneath them.

With pegasi focusing on aerial threats, the earth ponies charged forth with their spears, taking aim at the ground-bound forces of the opposing group. A grazing thrust here and there and many complete misses, the changelings’ agility and nimbleness proved superior to the guards’ strikes.

Shade dodged under one guard’s spear, taking advantage of his lower position to shoulder-tackle his aggressor before turning his attention to another soldier. He was blindsided by a buck from an unseen guard and sent tumbling into several other changelings. Shade returned to his hooves and shook his head. It was going to prove difficult to keep track of everything that was happening in the heat of battle. If he let his guard down for even of fraction of a second he could forfeit his life.

Shade was able to pick out Guise from the crowd, who appeared to be faring much better than he was. The vicious changeling tackled one of the guards to the ground, pinning the pony beneath him. He made to sink his fangs into the guard’s jugular, but found his effort stifled by a metal-covered hoof. In the moment that it took Guise to register the situation, he was batted off the earth pony by a pegasus’ shield. He managed to right himself before he could hit the ground, though rather clumsily, glaring daggers at the interrupting pegasus.

Shade had to return his focus back to his own well-being. Another earth pony galloped straight at him, spear pointed forward. The changeling sidestepped the weapon only to have it pierce the hide of another changeling behind him. The guard pulled his bloodstained spear back, the victim of its point falling limp to the ground, and made another thrust at Shade. Dodging once more, Shade clamped his teeth onto the weapons shaft and wrenched it from its owner’s grasp. Swinging his head back in the direction of the guard, the butt of the spear struck the earth pony squarely between the eyes causing him to stagger backwards. Shade then spun on his hooves and delivered a painful kick to the pony’s muzzle, a drop of blood from his nostrils staining Shade’s hoof.

Chamella looked on in fear from her hiding place as the battle unfolded. Despite their superior numbers, the changelings were beginning to fall, but the odds still appeared to be even as many unconscious--or perhaps worse--guards also dotted the battlefield. Over time it seemed that the changelings could win, but something concerned the purple-maned female. Though the Night Guard were aiding the pegasi with their aerial confrontation, Princess Luna herself remained unmoving from her perch atop the gate. Her presence alone suggested that she had more than enough power and skill to take down a small swarm of changelings on her own, so why was she not joining in and helping her soldiers?

Shade took to the air to avoid another spear thrust, dropping his rear hooves onto the attacker’s armored head. The changeling flitted upwards, hoping to have an easier time with the freedom that the open air provided him. Within moments, a pair of dark-grey hooves wrapped around his torso. With Shade pinned in the grip of the Night Guard, a pegasus took position in front of him, ready to gut the changeling with his blade. The pony lifted his hoof into the air, only to have it knocked from his fetlock by a red-maned changeling who proceeded to kick the pegasus in the jaw and send him groundward. Shade took that moment of confusion to swing his hoof back at the Night Guard, sending him reeling and releasing his grip. Guise flew underneath the disoriented bat-pony, grabbed one of his hind legs, and flung him towards the ground.

“Heh heh. The constant threat of death. Gets your blood pumpin’, right, buddy?” Guise said with an arrogant smirk.

Shade said nothing, his eyes intently looking past Guise to the courtyard wall. Following his gaze, Guise spotted Princess Luna, watching the battle analytically.

“Ah, I getcha,” Guise surmised. “We take out her and the battle is ours. Personally, I’d rather achieve victory via rout, but a win is a win. Let’s get her.”

Shade nodded in agreement and the two made a beeline for the Princess. Their assault didn’t go unnoticed, however. Luna spotted the two changelings barreling towards her. With a flourish of her wings, she took to the air, her horn glowing cobalt as she materialized a pair of short swords from the air and held them in her magical grasp, ready to defend herself. Her weapons proved useless in discouraging the two changelings from their attack. They were dead set on winning this fight.

With the intensity of a miniature sun, the entire battlefield suddenly became bathed in a bright, pink light. Every combatant, pony and changeling alike, halted their fighting to seek the source. From the windows of the castle’s throne room, shone an intense, almost blinding, energy. Without warning, the city’s barrier, the enormous, pink bubble that they had previously destroyed, once again appeared and grew outward from the throne room at an alarming rate.

And plastered to its surface were two dozen changelings and their queen, shrieking in fright as they were forcibly ejected from the castle.

Guise’s smug, adrenaline-fueled grin fell from his face as he observed the horrible truth hurtling toward them.


With a painful impact, each and every changeling in the courtyard was scooped up by the barrier and carried over the walls while it phased harmlessly through the many equines present as they bewilderedly observed the unexpected spectacle. When the bubble had encased the entire city once more, it stopped expanding, but the changelings continued their momentum-driven flight out of Canterlot, careening at velocities too fast for their fragile wings to handle.

Shade could only watch as he hurtled through the air, the city of Canterlot growing more and more distant on the horizon, and with it, his dreams.

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

“I basically spent the next few days fuming over what happened,” Shade concluded. “After hearing that we failed because Chrysalis was too busy gloating to notice that your brother had been freed from her hypnosis, I completely lost faith in her ability to lead.”

Twilight nodded her head in understanding. “And that’s when you decided to leave?”

“Yeah, pretty much.” He breathed a deep sigh. “All those years of preparation. Do you have any idea how disheartening and infuriating it is to have something you’ve been training yourself for for your entire life just blow up in your face like that?”

Twilight offered a sympathetic look. “I can only imagine.”

Chamella, observing the dark cloud that had fallen over her best friend, decided to voice her opinion. “It all worked out in the end though, right?” she said with what she hoped was a reassuring smile.

That was true. If the changelings didn’t fail, Shade wouldn’t have left. If Shade didn’t leave, he would have never come to Ponyville. And if he never came to Ponyville, he’d have never found true happiness.

“I just wish you’d have come with me from the beginning, Chamella. We would have avoided so much trouble.”

Chamella’s ears drooped as she turned away and hung her head in regret. Shade was quick to correct himself.

“N-Not that I’m saying everything is your fault! It’s not! It’s just...I guess things would have been easier if I had some company.” Shade sighed again. “I felt terrible about leaving, Chamella. I didn’t regret my decision, but I felt bad about leaving you behind. That’s why I wanted you to come, too.”

Chamella met Shade’s apologetic gaze. “I regretted not being strong enough to go with you. I thought if I left, I’d have no purpose anymore, no reason to live. I was just like the rest of them: a drone.”

Twilight choose that moment to interject. “From what I heard in your story, it sounded to me like you were plenty strong, Chamella.”

Chamella looked up, a confused expression on her face.

“Maybe you didn’t do any fighting, but you tried your hardest to be useful to the colony. And to Shade.”

The two changelings looked at one another, Shade offering his friend a proud smile.

“You don’t need to be a good fighter or be exceedingly good at something. It’s your connection with your friends that makes you strong. Quite literally in Shade’s case. It’s because of his connection with both you and Winter that you’re both even here today.”

Chamella’s spirits lifted instantly. The warm feeling of knowing she could be useful was invigorating and encouraging.

“Even now, you’re helping Rarity out at the boutique,” Shade added. “You’re contributing something. See? We don’t need Chrysalis or the colony to have a purpose. We make our own destinies. Right, Twilight?”

Twilight gave an enthusiastic nod. “That’s right. As long as you live, you can do something that makes your existence worthwhile.”

Chamella’s smile widened considerably, her wings buzzing to relay her happiness. She wrapped her hooves around Shade’s neck, pulling him in for a tight, grateful hug. “Thank you. I don’t know what I’d do without you, Shade.”

Through her unnecessarily tight grip, Shade managed another smile. “Maybe you don’t need Chrysalis, but everyone needs someone, right?”

Twilight giggled at Chamella’s display of affection and took another sip of her tea. She contemplated silently as to whether it was their bond of friendship that brought them both to Ponyville in the first place and why they were able to find happiness here. If nothing else, it was most definitely a contributing factor.

She lifted her quill from the table and dipped its tip into the inkwell, jotting down one last note about changeling society that even the changelings themselves have not yet discovered: that happiness is not unattainable, you just have to know where to look.

Bonus Chapter 4 - Education

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A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 4: Education


The air over Ponyville felt much more crisp this morning, like something had been taken away from the town's atmosphere. The color of the surrounding flora was changing, and the fauna seemed to be becoming more and more scarce by the day. The winds were stronger and colder as well, and Princess Celestia's sun spent less time in the skies above than it had in recent days. Ponyville was undergoing some kind of metamorphosis.

Shade shivered as he traipsed through town, Chamella close to his side. Looking around he saw more and more signs of change within his new home, yet somehow things were beginning to look and feel more familiar than he was comfortable with. The leaves turning shades of brown and orange; the air filled with a bitter chill; the sudden disappearance of the local wildlife.

"This place is starting to look like the Changeling Kingdom," Chamella pointed out, voicing the same thought going through her friend's head. Shade could hear the slight tinge of worry in her voice.

There was no doubt that Ponyville was starting to remind them all too much of their former home. The summer months had come to an end and autumn was upon them. The warmth of the past months they had spent in Ponyville was gradually, but noticeably, starting to dissipate as if their past were trying to remind them of the struggles they had had to put up with and was attempting to stalk them wherever they go.

But Shade knew better. He had been told about this in advance. Knowing where he came from and what it was like, Winter had kindly informed him of the changes that would be occurring over the next few months. Things may get slightly uncomfortable for the pair of changelings, but she assured them that everything was perfectly fine.

"The seasons are changing, that's all," Shade stated simply to quell his friend's concerns. "It might be autumn all the time back there, but the rest of Equestria cycles through four different seasons."

"Spring, summer, autumn, and winter. Right?" Chamella said, recalling the same information that she had been taught by Twilight Sparkle during her studies.

Shade passed her a comforting smile. "Yeah. Once autumn's over, winter starts. It's supposed to be even colder then."

The purple-maned female shivered at just the thought.

"But after that spring starts again. Autumn isn't something we're gonna have to suffer through anymore. We just have to...put up with it for a few months."

"We've put up with it for years already. I think I've had enough."

Shade gave his friend a reassuring pat on the back. "It's not a big deal though, is it? We have actual houses and food and stuff now. Shelter, food, friends, and we only have to put up with cold weather for half the year. Sounds like a good tradeoff if you ask me."

The pair ceased their walking, finding themselves standing before the large oak tree that was Golden Oaks Library and home to their teacher, Twilight Sparkle.

"All of that and we get to learn everything we need to function in pony society," Shade said with a grin. "Come on, Chamella, let's try not to dwell too much on the past, okay?"

Chamella finally managed a smile. It was hard to be downtrodden when your best friend was doing everything in their power to keep your spirits up. The changeling mare straightened herself up and pushed any lingering worries to the wayside. Right now she needed to focus on today's studies and Twilight's teachings. Reaching forward, Chamella turned the handle on the library's front door, pushed it open, and the two entered.

But they paused. On any normal day of study, Shade and Chamella would arrive at the library to find textbooks and worksheets laid out on the table in the center of the foyer, having been placed there by Twilight in anticipation of the day's lessons. However, today there were no texts, no worksheets, not even a single scrap of paper on the table. Instead they saw a pair of suitcases and a plethora of random knickknacks like toothbrushes, combs, and even several articles of formal wear.

If that sight itself were not odd enough, the very unicorn who was supposed to be teaching them was trotting here and there with an assortment of other odds and ends floating about her in her magical grasp. Trailing behind her every step of the way was her little dragon assistant holding a quill and a piece of parchment, making checks as Twilight rattled off the various items.

"Formal gown?"


"Spare formal gown?"




The unicorn halted and turned back to her assistant. "Breakfast, lunch, and dinner?"

Spike quickly checked the three toothbrushes laid out neatly on the table, checking the labels on each. "Check, check, and check."

"The complete works of A. K. Yearling to read on the way?"

Spike hopped up onto the table and unfastened the clasps on the one closed suitcase, flipping it open to reveal that it was stuffed with nothing but novels. The baby dragon began to count the books inside before turning back to Twilight. "Check."

Twilight tapped her chin as she pondered something. "Hrmm... Maybe I should pack some exercise clothes. We might go for some early morning jogs."

Spike passed her a blank look. "Do you even have exercise clothes?"

The unicorn stopped to think. "Pack some extra bits. I might do some clothes shopping when we get there."

Shade and Chamella looked to one another in confusion. Whatever was happening here probably wasn't on the itinerary for the day. Shade finally decided to speak up. "Uh, Twilight? What's going on?"

The lavender mare's ears perked up suddenly and she whirled around to find her two guests standing in the doorway. She let out a shocked gasp. "Oh, gosh, I didn't know you two were there!"

"Don't be surprised," Spike addressed the changelings. "She was in one of her 'checklist zones.'" He shook the paper he was holding to accentuate the point.

Chamella took a moment to size up the material on the table, tilting her head in puzzlement. "I don't understand, what does all this stuff have to do with our lesson today?"

Twilight's ears flattened against her head and gave them an apologetic look. "I'm so sorry, you guys, but I'm afraid there's not going to be any lessons today."

"What? Why not?" asked Shade.

Twilight sighed remorsefully. "I'm sure you two remember Princess Cadance."

How could they forget? They and the other changelings were responsible for almost ruining her wedding and Chrysalis had almost outright killed her. It had been about half a year since that happened, yet somehow it felt like it was only last week.

Twilight could tell by their expressions that they didn't forget. "Anyway, with everything in the Crystal Empire settling down a bit after the whole King Sombra fiasco, Cadance has invited me to go back for a visit. No interruptions this time." She placed a few objects held by her magic in one of the suitcases and snapped it shut. "I haven't really had much time to do any catching up with her with the way things have been lately. She and my brother have been far too busy settling into their new palace and preparing to govern over the Crystal Empire." She turned to Shade and Chamella with a pleading look in her eyes. "I haven't seen her since I was a filly, and now that they've gotten everything under control up there, there's finally time for us to have some girl time."

Shade looked over the suitcases once more. "So, you're leaving?"

"I'm afraid so. I'm sorry I couldn't tell you sooner, but the invitation was very sudden; I only received it this morning. I plan on getting there as soon as I can to get as much time with Cadance as possible."

"How much time exactly?" asked Chamella trepidantly.

"One week."

"One week?!" Shade balked. "But we haven't missed even a day since we moved here."

Twilight simply shook her head. "I'm sorry, Shade, but you're going to have to make due without me for a while." She put on an amused smirk. "You know, most students relish the idea of getting a week away from schoolwork."

"But I like studying with you, Twilight," Chamella said weakly. "What am I going to do if you're not here? Nopony in Ponyville is as smart as you."

"Even if that's true, that doesn't change the fact that stuff like this is gonna come up. I teach you because I enjoy it and because I know you enjoy it, but it's not actually my job. I'm still a student myself."

Twilight could clearly see the dejected looks on the pair's faces. She was certainly proud of them for wanting to pursue their education so fervently, but what could she do? She couldn't just turn down this rare chance to see one of her oldest friends again.

"Hmm..." the unicorn hummed in thought with her eyes closed.

Spike took quick notice of her pondering. He knew better than anypony when Twilight was getting an idea. "What's up, Twilight? What are ya thinking?"

Twilight opened her eyes again, a resolute smile on her face. Shade and Chamella awaited whatever it was she was about to say eagerly. "Like I just said, teaching isn't my job. However, there is somepony in Ponyville who has dedicated their life to teaching young ponies everything they need to know."

Shade looked a tad skeptical. "But it's like Chamella said, nopony's as smart as you."

Twilight shrugged. "Maybe I am one of the smartest people in town, but their are others with more experience in teaching and may have better learning techniques for you than I do."

The changelings looked at each other with curiosity. "And who might that be?" Shade asked.

Twilight turned to her scaly assistant. Spike looked up to the clock on the wall, then back to Twilight. "We've got time before the train leaves."

"Great!" Twilight chirped with a grin. "Then I guess I'll just introduce you to her. Follow me."

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

After leading them through town, Twilight brought Shade and Chamella to a large, grassy field. In its natural state, this field would make for perfect grazing grounds for local fauna, not to mention a great place for ponies to relax, sunbathe, and maybe have a picnic. But the lush, green meadow has long been re-purposed. At the end of the dirt path the trio were on was a bright red, almost pink, building of modest size, barely large enough to have one or maybe two rooms at the most. The grassy field surrounding the building had been fenced off as well. Within the property was various playground equipment such as slides, swings, and a tetherball pole, all of which were currently not in use. As a matter of fact, the place was so quiet one would think that there were nopony here at all, despite Twilight's insistence.

Of course, it had been half a year since Shade and Chamella officially moved to Ponyville. They knew full well the purpose of the establishment, but had never really paid it much mind until today. It was a school, a place for young foals to learn basic knowledge and skills that would help them greatly in their later years. Essentially a place to arm them with the tools they need to tackle adulthood.

As the three approached the front door of the establishment, Twilight paused to address her companions. "This is The Ponyville Schoolhouse. All of the foals here in Ponyville come here to learn in the same way you two come to me."

Chamella glanced around to the empty playground, seemingly searching for something. "But there's nopony here."

"That's because the school year hasn't started yet," Twilight explained. "The students take the summer months to relax and unwind with no worries about schoolwork. They get right back to it in the fall. In fact, school starts up again tomorrow, so this time tomorrow the place will be packed with foals eager to learn."

Shade raised an eyebrow in confusion. "Then what are we doing here today? Nopony's here."

Twilight chuckled at Shade's skepticism. "Because if anypony is going to be here early, it's the very pony I want you meet." Having said that, the unicorn rapped lightly on the door and waited with a friendly smile.

Much to the surprise of the two changelings, a chipper voice called out from within informing them that the owner of said voice will be there momentarily, shortly followed by the sound of hoofsteps coming towards the door. The wooden door swung open and the three visitors were greeted by the smiling face of a magenta, earth pony mare with a mane of pale, pink stripes and a cutie mark depicting three happily grinning flowers. Her face seemed to light up when she saw Twilight.

"Oh, hello, Twilight!" she greeted enthusiastically. "What can I do for you this morning?"

"And hello to you, Miss Cheerilee," Twilight replied before answering her question. "Actually, I have a request."

It was only now that the mare named Cheerilee peeked over Twilight's shoulder to notice the pair of changelings standing behind her. It didn't take a genius to deduce that the unicorn's request had something to do with them. "And what might that be?" she asked with curiosity, passing another glance to the two foreigners.

Twilight simply stepped aside and gestured to Shade and Chamella. "First of all, I'm not sure if you've ever been properly introduced to our town's newest residents. This is Shade and Chamella."

The two offered their greetings in the form of a simple "Hi," and "Hello."

Cheerilee stepped forward and out of the schoolhouse. "Why, you're right, Twilight. I've heard quite a lot about these two over the past few months, but have never actually met them face to face." She addressed the pair proper now. "My name is Cheerilee. It's a pleasure to meet you."

Despite how long they've lived here, the two changelings found themselves meeting new people almost everyday. With so many ponies it was starting to make the town feel significantly larger than it appeared at first glance. It was also encouraging to see that the more people they met, the less trepidant people seemed to be when they met them. Word of their good nature must pass from pony to pony.

"Miss Cheerilee is the teacher here at The Ponyville Schoolhouse," Twilight elaborated. "She's the one in charge of teaching the foals in town everything they need to know about life and...well, just about everything else too."

Cheerilee dismissively waved a hoof. "Oh, I don't know if you can say 'everything.' Just the basics really. Math; history; literature. You know, basic stuff." She leaned in to whisper to her three guests. "I tend to leave the more...grown-up subject matter to their parents. This is an elementary school after all." Her expression shifted suddenly as if she had just remembered something. "Oh, that's right, you wanted to ask me something, Twilight?"

The lavender mare nodded. "Yes. I was wondering if you would be willing to take on a couple of extra students when school starts up again."

The teacher seemed to be at a loss for words, only finding herself glancing back and forth at Twilight and the two changelings. "You mean...them?" she said in an unsure tone as she pointed.

"That's right," the unicorn affirmed as if unaware that there were anything at all strange about the request. "You see, since they moved here I've been teaching the two of them myself, though my teachings have focused primarily on phonetics since they didn't know how to read prior to moving here."

Cheerilee looked sympathetically at the changelings. "Is that right? You poor dears. I can only imagine what it must have been like for you during your first days here."

Shade scratched the back of his head and turned his eyes upward. "Yeah, it wasn't fun."

"To clarify," Twilight continued, "they've come a long way since then. They're actually very quick learners and quite innovative as well." She gave her students a proud smile to which they both blushed modestly.

"So, what's changed?" Cheerilee asked. "Why do you want them to enroll in my school?"

"Well, simply put, I'm leaving town for a week. Apparently these two are so excited to learn that one week is too long to go without studying," Twilight said with a roll of her eyes.

"Really?" Cheerilee giggled. "My, my. I suppose my usual students could learn a thing or two from you then. They get all antsy when the weekend approaches. If they learn that they're getting a week off, they're bouncing off the walls."

"We're just trying to fit in the best we can," explained Shade.

Cheerilee offered a kind smile. "If that's the case, then I see no problem with allowing them to sit in my classroom and attend my classes. School starts nine o'clock tomorrow morning. I look forward to seeing you there."

"And who knows," Twilight added, "maybe you'll like it so much that I won't need to teach you anymore."

Shade and Chamella cast unsure glances to one another. "I...don't know about that," Shade said. "Let's just start at a week and see where it goes."

"Fine, fine," Twilight said as she brushed past the pair and began to make her way home. "Wishful thinking on my part I guess," she quietly joked. "It was nice talking to you, Miss Cheerilee, but I have a train to catch. Goodbye!"

Cheerilee waved goodbye to the other academic mare. "Goodbye, Twilight. Always nice to talk to you." She turned to the two changelings who were still there and grinned. "And I'll see you two tomorrow."

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

Despite the changing of seasons, the new morning's air was still and surprising warm, even if the sky was a tad overcast. Even though autumn was gradually approaching, the summer's warmth hadn't disappeared just yet, much to Shade's relief. Though he hadn't seen clear skies in a little over a week now, he was willing to welcome any semblance of the summer heat he could get.

Shade traipsed down the path towards the schoolhouse, carrying with him a brown, paper bag that Winter had packed for him that morning. When he told his lover what he and Chamella were going to be doing, the changeling didn't exactly get the reaction he expected. Instead of taking the role of the supportive-no-matter-what girlfriend, she treated the whole thing like it was some kind of joke. She made it clear, however, that she was going to be supportive all the way through, but not without having a good laugh first. Shade was almost expecting his "lovingly" packed lunch to only contain a piece of paper describing the definition of the word "patronizing."

As the schoolhouse came into view, Shade could clearly see several foals already heading inside. The morning silence was broken by the chatting and laughing of conversing fillies and colts as they waited for class to begin. One voice called out from behind Shade which he immediately recognized. He turned around to find his childhood friend trotting up to him with a eager, albeit somnolent, smile. Accompanying his changeling friend was a small, unicorn filly with a curly, pink and purple mane.

Working and living with Rarity at Carousel Boutique, Chamella has spent a fair amount of time with the fashionista's little sister, Sweetie Belle, and the two seemed to have become fast friends. It was relieving to Shade to see Chamella making new friends on her own, though he himself had not spent much time around the little filly as she had.

Chamella stopped when she caught up to Shade and gave a friendly smile to greet him on this morning. She turned to Sweetie Belle. "Uh, you go on ahead, Sweetie. I'll be there in a minute."

The little unicorn nodded with a cute grin. "Okay. Don't worry, Chamella. I bet you're gonna have a lot of fun today!" the filly chirped before skipping off to the schoolhouse to join her classmates, leaving Shade and Chamella alone outside.

"Are you nervous?" Shade asked his friend with concern.

Chamella's smile persisted as she shook her head. "Not really. Sweetie Belle said it's fine as long you have friends with you."

Shade couldn't stop himself from smiling proudly. Normally the idea of being around a group of people was cause for concern for Chamella. Shade was happy to see her self-confidence growing by the day. Admittedly though, Shade was a little pensive about the idea. He knew this wasn't going to be like Twilight's lessons and, in some way, that worried him. They were going to be discussing subjects that both he and Chamella had no experience with. Grasping these new concepts was going to prove to be a challenge.

"Good morning, you two!" came the chipper voice of their new teacher. Cheerilee stood in the doorway of the schoolhouse as Shade and Chamella approached the building. They both offered their greetings to her as well. "I'm afraid we don't have time to chat; class is about to start. Just follow me and we'll introduce you to your new classmates, alright?"

The three entered the schoolhouse and Shade and Chamella were finally able to get a good look at the inside. It was just a single room, but they had easily deduced that based on its size. The walls were lined with many posters preaching the importance of education as well as crude drawings that the foals had made with colored pencils and pinned to the wall to display them. Aside from all that, the most defining characteristic of the establishment were the rambunctious children. Though they were all seated at their desks, they continued to laugh and shout and even tossed balls of crumpled paper at one another. Was this a typical morning at The Ponyville Schoolhouse?

Cheerilee addressed the class calmly, her smile a clear indication that she was used to dealing with roughhousing colts and fillies. "Alright, settle down, my little ponies. It's time for class to begin." The noise in the classroom faded immediately and every foal sat up straight in their desks as if her voice had some sort of commanding power over the children. It was quite evident that she was well respected around here.

But their attention remained on their teacher for only a moment before they all caught sight of the two changelings standing at the front with her. The students shared confused glances with one another with the exception of Sweetie Belle who waved silently to Chamella.

"Now then," Cheerilee started, "before we actually begin, I'm sure you would all like to know who our two guests here are."

A groan came from a pink filly, seated in front, wearing a tiara. "They're not gonna lecture us about the changeling homeland or some junk, are they? Learning pony history is boring enough."

"Not quite," Cheerilee corrected, her smile persisting. "I'm sure you're all aware that these two have been living with us here in Ponyville for quite some time now, but for those of you who haven't actually met them yet, allow me to introduce them. Class, say hello to Shade and Chamella.

"Hello, Shade and Chamella," the class obeyed in rehearsed monotone.

Shade noticed out of the corner of his eye that Chamella had inched back ever so slightly and was likely fighting the urge to shield herself behind him as she had often done in the past. It seemed her earlier confidence was being called into question now that she was standing before a room of strange ponies, even if they were only children.

Cheerilee cleared her throat to continue speaking. "I know that typically when we have guests they are usually here to help teach special lessons to you all. However, that's not why Shade and Chamella are here today."

Once again, puzzled looks were shared amongst the class. Sweetie Belle wore a giddy smile on her face, perhaps excited to be the only one in the know.

"They are your new classmates," the teacher finally revealed.

The relative silence of the classroom was broken by uncomprehending murmurs, shocked gasps and one squealing filly. Several raised their hooves in the air to beckon to their teacher, but Cheerilee gestured for them to lower them and continued.

"Now, I know you probably have a lot of questions, so I'll explain the best I can. You see, the place where Shade and Chamella come from is what is known as a third-world land; a place where they have no money and little food and shelter. As a result, they have no schools either, so they have never been afforded the opportunity to get a proper education." She gave the pair a reassuring smile. "But now that they live in Ponyville, they finally have that chance. And I'm sure you'll all treat them with the same respect you would show any of your other classmates, right?"

"Yes, Miss Cheerilee," the foals agreed in unison.

"Good. Shade, Chamella, why don't you two find some empty seats and we'll get started with today's lesson, hm?"

Cheerilee turned to the chalkboard at the front of the room to begin the morning's teachings, leaving the two changelings to scan the classroom for vacant desks that they could occupy. Sweetie Belle jutted her hoof up into the air to grab their attention.

"Chamella, over here!" she whispered, pointing frantically to an empty seat directly beside her in the second row. A smile managed to find its way back to Chamella's face and she briskly trotted over to her little friend. She would obviously be most comfortable sitting next to somepony she actually knew.

As luck would have it, the desk ahead of Chamella was also available, giving Shade not only a place to sit, but somewhere where he could look out for his friend if she needed him. It was only now that they realized just how big the size difference was between kids and adults; the desks felt more than a little cramped and were clearly not designed to be used by full-grown ponies or, in this case, changelings.

As Cheerilee's teachings began, any nervousness the two shapeshifters felt began to gradually drain away. The other students had stopped periodically glancing their way and were instead focusing on their teacher. Up until now, Shade had been worried that the addition of other subjects to his studies would make learning new things harder and was afraid he would find it increasingly difficult to keep track of so much different information. However, he found himself engrossed by Cheerilee's lessons. To start the day she regaled to the class the history of the three pony races, touching on the wars between them and the peace that followed when they had settled their differences after years of fighting. The topic managed to hit home a little.

Though Shade found the subject of Equestrian history fascinating, mathematics turned out to be a beast of a different color. Cheerilee scribbled various sequences of numbers and symbols across the chalkboard. Simple addition and subtraction were one thing, his job as a waiter meant tallying up prices all day, but when she started talking about multiplication and division, Shade felt like he was learning to read all over again and the writings before him were of a foreign language. He chanced a quick glance around the room to find many a colt and filly struggling just as much with the material as he was. He breathed a relieved sigh knowing that he wasn't alone.

What he also noticed when he looked around was that the other students were busily writing things down in notebooks. Shade and Chamella weren't unfamiliar with the idea of having notes to browse through when Twilight had taught them something, but for some reason they never thought to bring the materials with them. Not that it mattered, after all they were only going to be here for a week. They could just attempt to keep track of things mentally.

Shade and Chamella jumped with a start when a loud, continuous ringing noise echoed through the building's single room. The instant the noise began, every filly and colt in the classroom closed their notebooks, hopped from their seats and made their way to the door. Shade looked back to Chamella as if he figured she would have some sort of explanation. He received only a confused shrug.

Cheerilee abandoned the chalkboard with a sigh and a roll of her eyes. "Those foals, I swear. Attention spans like flies." She smiled cheerfully at the only two students who remained seated. "Well? Aren't you two going to join the others?"

"Wait, that's it? School's over?" Shade asked, puzzled.

Cheerilee giggled with amusement. "Oh heavens, no. It's only been two hours. It's time for recess, that's all. You two can head outside and take a break from your schoolwork for a while. We'll get back to it in twenty minutes."

It sounded like a familiar concept. Twilight would often schedule breaks when studying so as not to burn them out and give their minds a chance to absorb everything they've learned so far. But it was hard to believe that two hours had already passed. They felt like they had just got here.

Following their teacher's order, Shade picked up his bagged lunch and he and Chamella opted to join their new classmates outside where they observed the foals acting similarly to how they had been when they first arrived: rambunctious, playful and loud. Many of them had already occupied the swing sets and slides while others sat at picnic tables to enjoy a light snack. Sweetie Belle was one of the latter.

The energetic filly signaled to the pair of changelings as soon as they came into view, prompting them to come over. Chamella happily obliged and Shade followed closely behind. Accompanying Sweetie Belle were two other fillies that Shade had only met in passing and was more unfamiliar with them than he was with Sweetie Belle. The first he knew better than the second; a yellow earth pony with a cherry red mane tied with a large, pink bow. He knew who she was because she was Applejack's little sister, Apple Bloom. The other was a pegasus sporting a fiery orange coat and deep purple mane. All he knew about her was that her name was Scootaloo. What Shade knew about the three of them as a collective was that they called themselves the "Cutie Mark Crusaders" and spent a lot of their time attempting to find something they're good at and earn their cutie marks. Judging by the empty spaces on their flanks, he inferred that they have been unsuccessful thus far. Shade and Chamella sat with the three fillies.

"Here, Chamella," Sweetie Belle said as she reached her hoof into a brown paper bag. She pulled out two small packs of cracker sticks and cheese and two juice boxes of apple juice, offering one of each to Chamella. "I packed an extra snack for you."

"Oh, thank you," Chamella responded with surprise, having not expected the kind gesture. She gratefully accepted the snack and opened the cracker pack, dipping one of the sticks in cheese and taking a bite.

Shade opened his own lunch that Winter had packed him and removed a bright, shiny apple. Though he perhaps would have preferred something a little more...meaty, like a nice ham sandwich, it probably wouldn't have been a good idea with all of these foals around. Much to his dismay, a small shred of paper was affixed to the apple with the words "Have a nice day" written on it, followed by a rather mocking smiley face. Shade stuffed the note back into the bag quickly before anypony else had a chance to notice it.

"So, how are y'all enjoying school so far?" asked Apple Bloom, starting up a conversation.

Shade swallowed a bite of his apple and answered. "I have to admit, I wasn't really expecting much from it. But after just two hours I have to say that it's turning out to be more interesting than I thought."

Scootaloo scoffed at his response. "Pfft. Give it time. It gets old pretty quick."

"But it's a lot more fun when you're with your friends," added Sweetie Belle. "Right, Chamella?"

With a cracker in her mouth, Chamella smiled as best she could and nodded. "I was really nervous until you said you were going to be there."

"Hey, what about me?" Shade inquired. "You knew I'd be there. I figured you'd be comfortable as long as we stick together."

"Well, normally, yeah, but you were just as nervous as me, weren't you?"

Shade wanted to retort, but she wasn't exactly wrong. It would be difficult for someone like Chamella to remain courageous when the one person she relied on most was just as worried as she was. In that way he was grateful to Sweetie Belle for being her friend. Without the little filly, Chamella might not have even come today.

"Is it true that you don't have no schools where yer from?" Apple Bloom asked, recalling Cheerilee's introduction.

"Yeah. Nothing of the sort even," the male changeling answered. "Our whole lives have always been about just finding enough food to last us the day and doing our best to keep ourselves warm. We were never smart enough to do anything more than that except prepare for the invasion."

"That just makes you guys sound like wild animals or something," Scootaloo pointed out.

"I guess that's one way to describe us."

"Uh oh."

Everyone looked at Sweetie Belle who was gazing past Apple Bloom and Scootaloo with a scowl. Following her line of sight, they all spotted a pair of earth pony fillies trotting their way, one pink and wearing a sparkling tiara, the other gray with a pair of elegant glasses.

Scootaloo groaned and turned away, trying her best to avoid eye contact, but knowing full well exactly where they were headed. "Great. Can't go one day without the buzzkill brigade."

"Who are they?" Chamella whispered to Sweetie Belle.

"Diamond Tiara and Silver Spoon," the unicorn replied with a roll of her eyes. "They're a couple of spoiled brats who think they're better than everypony else, especially us."

Shade had been about to ask for elaboration, but the pair of fillies were now within earshot. The pink one, Diamond Tiara, had an unusually devious grin on her face for a foal and Silver Spoon wore much the same. The two stopped at their table, Diamond Tiara seeming to give a purposeful flick of her mane as they did. They certainly exuded an air of haughty superiority and arrogance. Shade waited for them to speak. They had obviously come this way for a reason and, given that Sweetie Belle and her friends didn't seem too keen about them, it probably wasn't to offer a friendly hello.

"Well, looks like the little crusader club already managed to recruit the two outsiders," Diamond Tiara said to Silver Spoon. Shade felt a twinge at that last word.

Scootaloo grimaced as she rested her chin on her hoof, continuing to avoid looking at the pair directly. "Can't you guys just go away?"

"Yeah, we're jus' mindin' our own business and tryin' ta have a nice conversation," added Apple Bloom. "We never did nothing to you."

Their annoyance didn't seem to have an effect on the two earth ponies who continued to smirk. "We just thought it was fitting that you three would be the first ponies to befriend them, that's all."

"After all, you're all misfits around here," Silver Spoon added.

Shade quirked an eyebrow. By that they were obviously referring to the fact that they were changelings, but why would they call the other three fillies misfits?

Diamond Tiara nodded her head in agreement with her friend. "Mm-hm. Two changelings and three blank flanks. A real group of misfit equines."

Shade looked across to Apple Bloom. "Blank flanks?"

Apple Bloom rolled her eyes. "That's what they call ponies who haven't got their cutie marks yet."

Silver Spoon let out a quiet gasp as she eyed Shade, then whispered something to Diamond Tiara. The pink filly looked Shade up and down as well and even gave Chamella a once over. She smirked when she came to her conclusion. "Why, you're absolutely right, Silver Spoon."

Scootaloo narrowed her eyes. "Right about what?" she asked, wary of what the answer might be.

Diamond Tiara giggled. "I thought it was embarrassing enough that they were adults in a class of foals, but on top of that, they don't have their cutie marks either!"

"Can you imagine? Being a grown-up and still not having your cutie mark? Totally. Humiliating," Silver Spoon teased.

The pair laughed mockingly at the changelings. Sweetie Belle, Apple Bloom and Scootaloo looked at their two shapeshifting friends to see how they'd respond. Shade and Chamella, however, seemed unfazed by the insults. "I think you've got your facts mixed up. Changelings don't get cutie marks," corrected Shade.

The laughter halted immediately and the two fillies shared surprised looks. Apparently this new information put a damper on their little game. "You don't?" Diamond Tiara asked, tilting her head in vexation.

"Like, at all?" added the bespectacled filly.

Shade shook his head. He had to force himself not to smile. It always felt good to put bullies in their place. Take away their ammunition and they're completely defenseless. That satisfaction was stunted, however, when the two fillies laughter kicked up again.

"You're serious?" Diamond Tiara said with an amused grin. "So it's not bad enough to be adults without cutie marks, but you can't get cutie marks at all? Wow, that must sting."

"You guys are real B.F.F.s!" Silver Spoon chirped

"Blank flanks forever!" the pair sang in unison.

"Hey, lay off, you two!" Sweetie Belle spoke up. "They didn't do anything to deserve being talked to like that!"

Shade saw from the corner of his eye that Chamella was slinking back slightly; their harsh words were starting to deteriorate the confidence she had been trying to build up today. "Are you seriously making fun of us for something that we're not even physically capable of? What sense does that make? What if I made fun of you two for not being able to fly or use magic?

Silver Spoon wiped a tear from her eye as the laughter died down slightly. "But how can you know what your special talent is if you don't have cutie marks?"

"I don't need something as superficial as a mark on my flank to tell me what I'm good at," Shade growled.

Diamond Tiara chuckled. "I guess that's one way to look at it. Another would be that you're just not good at anything! That's probably why the changelings live in a third-world land. They don't have the skills or the smarts to be as good as us!"

Shade felt something snap in the back of his mind. Though he couldn't entirely disagree with her, the fact that she would verbally attack his entire race with next to no actual knowledge of them ignited a fire inside him. He wasn't going to tolerate such ignorance. And the fact that Chamella seemed to be taking all of this to heart wasn't helping.

Shade hissed through grit teeth. "We just came here to live our lives in peace. We didn't do anything to deserve this kind of disrespect."

Diamond Tiara stared him down fearlessly and scoffed. "Pfft, whatever. Ponies will always be better anyway."

A snarl escaped from between Shade's teeth. "Look, we may not be the smartest, but I knew people where I come from that ate little brats like you for breakfast!"


The changeling's head shot up at the sound of Cheerilee's voice. The teacher was stomping towards their table with a rather stern and unamused look on her face. "Did I just hear you threaten Diamond Tiara?"

Shade fumbled to respond to her question. "What? N-No, I was just—"

"Well, that's what it sounded like to me. I don't know how things work in your homeland, but around here we treat our peers with respect."

Shade ears flattened against his head. He felt like a child being scolded. "I-I didn't mean to. It just slipped out."

"He was jus' stickin' up fer us, Miss Cheerilee," Apple Bloom defended.

Cheerilee breathed a disappointed sigh. "Regardless, we have a zero tolerance policy around here and just because you're new doesn't mean you'll be treated any differently from the rest of my students. I'm afraid I'm going to have to give you detention."

Shade didn't know what that meant, but it didn't sound good. "Detention?"

"You will be staying behind with me after classes have concluded for the day. Maybe that will give you time to reflect upon your mistake."

Chamella looked worriedly at Shade. "Do I have to stay behind too?"

Sweetie Belle shot up in her seat. "Don't give Chamella detention, Miss Cheerilee! She didn't do anything!"

Cheerilee shook her head. "You seem to be under the impression that I'm punishing Shade because he's a changeling, but that's not true. All of my students are equal in my eyes and I reward my students when they behave and punish them when they don't. Chamella, you didn't do anything wrong that I could see or hear. You can return home when classes are over."

Chamella still gave Shade a worried look. She could see the regret for his rash actions in his eyes. To think that he was being punished because he was trying to defend not only himself but her as well. It seemed a little unfair.

"As for you two," Cheerilee continued, turning her attention to the two earth ponies who were attempting to sneak away. They cringed when they realized they had been caught. "Don't think that I'm not aware of your part in this. How many times must you be reminded that you should not speak to your classmates that way? Do I need to arrange another meeting with your parents?"

"No, Miss Cheerilee," the pair responded in defeated unison.

"Let's hope not. I'll be seeing you both after class as well. Until then, I expect you all to act civilized to one another. Understood?"

After receiving a weak nod from the two fillies, she turned back to Shade and got much the same response from him. With that settled, Cheerilee returned to the schoolhouse to prepare for class to reconvene. The two bullies gave Shade and the Cutie Mark Crusaders harsh glares before going about their business. Shade let his head hit the table. This was most definitely not how he wanted his first day of school to go.

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

With the afternoon sun gradually making it's decent toward the horizon, the activity in Ponyville was slowly dying down. Many ponies were preparing to clock out from their day jobs and head home for some much deserved relaxation. But an odd sight was turning a few heads. The townsfolk watched with raised eyebrows and somewhat uneasy expressions as they observed a certain changeling trudging slowly down the street with his head hanging low.

Shade wasn't paying any mind to the gawkers though. Maybe seeing one of the two changeling residents in a despondent state was a little unsettling and got their minds wondering what it might lead to, not that Shade had any sort of intentions. His mind had been ill at ease itself for most of the day. Having spent the past hour sitting quietly in a classroom with the two fillies that were partly responsible for him being there was more than uncomfortable. Cheerilee had told him that the purpose of giving him detention was to give him time to think about what he had done. However, he had spent the rest of the day beforehoof dwelling on his mistake; detention just seemed excessive afterward. To make matters worse, he found it difficult to concentrate on his studies with that guilt rattling around in his head.

Shade finally lifted his head to find himself standing at his own front door. Despite his morose attitude, he managed to make his way home through pure muscle memory. He turned the knob and pushed the door open. At least now he could try and get the day's ugliness off his mind.

"Gooood afternoon, scholar."

A sigh escaped the changeling's lungs, now remembering that he wasn't out of the woods yet.

Winter sauntered up to him with a playful smile, her long, red mane swaying back and forth almost purposely. "Did you enjoy your first day of school, sweetie?"

Shade just glared blankly at his girlfriend. He usually enjoyed teasing her whenever the opportunity presented itself, but was beginning to realize that it wasn't so fun when the horseshoe was on the other hoof. "Could you not do that please? It's been a long day."

Winter giggled at his displeasure. In contrast to Shade's perspective, she was thoroughly enjoying being on the giving end for once. She was starting to understand why Shade enjoyed teasing her so much. "Aw, what's the matter? All that knowledge making your head too heavy?"

He only continued to glare at her. Winter took a breath and looked at him with the tender smile he had become so accustomed to. "Okay, I get it. I'm sorry."

"It's fine." Shade brushed past her and made for the kitchen, perusing the fridge for something to snack on.

"Anyway, you're home kinda late. Did you spend some extra time hanging out with your new classmates after school?"

Shade closed the fridge door and groaned. "I got detention."

There was an odd moment of silence that caused Shade to look at Winter. Her expression was totally unreadable, like the word was completely foreign to her. Her stoicism faltered though when he noticed her lip quiver.

"Pfffffhahahaha!" Winter couldn't control her laughter, breaking out into a fit of guffaws and snorts and ultimately was no longer able to stand under her own power, rolling onto her back and holding her splitting sides.

"It's not funny," Shade deadpanned.

Winter attempted to speak through her laughter, wiping a tear from her eye. "A grown stallion getting detention on his first day of school? Oh no, I think you'll find it's pretty hilarious." She finally managed to shakily return to her hooves, still stifling chortles as she stood. "So what did you get busted for? Passing notes in class? Shooting spitballs at the kid in front of you?"

"Threatening another student."

His answer did a fairly efficient job of trampling the amusement the white pegasus was getting from this. The laughter died instantaneously.

"You what?!" Winter balked with her mouth agape. "Why would you do something like that?!"

"It was an accident! I didn't intend for it sound like a threat, it just came out that way! I was just trying to put a couple of brats in their place for making fun of other people."

A worrisome thought passed through Winter's mind. "Cheerilee's not going to kick you out of school is she?"

Shade shook his head, though he looked unsure. "I don't think so. I made it pretty clear that it wasn't intentional."

"So what did those foals say to you then?"

"They were making fun of us for not having cutie marks. Calling us 'blank flanks.'"

Winter tilted her head. "Who's 'we' exactly?"

"Just me, Sweetie Belle and her friends and—" A sudden, startling realization came over him and his eyes went wide. "Oh no. Chamella!"

Shade bolted past Winter in a panic and ran straight for the door, not even bothering to take the time to shut it behind him. Winter was left standing in the middle of the kitchen with a bewildered look on her face.

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

An air of quiet melancholy was adrift within Carousel Boutique, the minds of its current residents occupied with concern. Rarity attempted to continue her work stitching together a new dress, but found it difficult to concentrate with today's recent development. The fashonista sighed in defeat and replaced the needle held in her powder blue aura back into its pincushion. She wasn't going to get any work done if she couldn't find some way to resolve the issue at hoof. She reluctantly stepped away from her project, removing her bright orange glasses and taking a seat on a plush couch next to her little sister.

"Can't focus?" asked Sweetie Belle, knowing full well what the issue was.

Rarity rubbed her forehead lightly. "Not at all. It's hard to remain focused when I know a friend is in need. There's just nothing we can do right now and that's why this is so bothersome."

Sweetie Belle peered up at the clock in the boutique's lobby reading a quarter past four. "He should probably be home by now. Do you want me to go ask him to come over and talk to her?"

"I might as well go over there myself. Celestia knows I won't get anything done sitting here anyway." Rarity rose from her seat and trotted slowly to the boutique's entrance. With a swirl of her dextrous magic, she grabbed a blue and white stripped scarf from the coat rack and wrapped it around her neck to fight off the mild nip in the early autumn air.

Just as she was about to reach it, the front door burst open violently, the bell hanging above almost getting torn loose from the wall. Rarity reeled backwards in surprise, but a wave of relief came over her when she saw who it was. Shade was standing in the entrance, out of breath and panicked looking.

"Rarity, where's—"

"Upstairs," she answered quickly. She knew exactly what he was going to ask and why he was here. "I was actually about to go and fetch you." Rarity, no longer having need of her scarf, slipped it off and replaced it on the coat rack.

Shade's worry worsened suddenly. "Is she okay?"

Rarity gestured for Shade to calm himself. "Chamella's fine... Mostly. She's just a little upset, that's all."

Sweetie Belle hopped from the couch and walked over to her sister's side. "She stayed strong. She didn't cry or anything."

Shade sighed with relief. It hadn't occurred to him until he got home, but Chamella seemed to take Diamond Tiara and Silver Spoon's insults to heart even though she knew what they said wasn't remotely true. He had been worried that her feelings and, most of all, her self-confidence were seriously hurt. And without him there to give her words of encouragement, he was afraid she might have a breakdown. But knowing now that she had at least remained strong enough to hold back her tears was relieving.

"She says she'll be fine and she just needs some alone time, but personally I think you should talk to her," Rarity suggested. "It pains me to see her like this."

"Especially cuz she didn't deserve it," Sweetie Belle added with a stomp of her hoof. "I told you Diamond Tiara and Silver Spoon were jerks."

"So she's in her room?" Shade asked.

Rarity nodded. "Mm-hmm. Go on up. We'll wait down here."

Her suggestion to talk to Chamella was redundant considering that's why he went to find her in the first place. Regardless of whether she had said so or not, he would have spoken to her anyway. Shade gingerly ascended the stairs to the boutique's second floor, where Chamella's room was located. Since the female changeling moved to Ponyville and was offered a job at Carousel Boutique, Rarity was hospitable enough to also allow Chamella to live with her. The room that was appointed to be her bedroom was originally a spare bedroom for visitors that would be staying the night, most often friends or family, such as Sweetie Belle.

Shade made sure to step quietly as he walked down the hall; Chamella may be in a sensitive state right now, the last thing he wanted to do was startle her. Standing outside her bedroom door, Shade rapped lightly on the blue, oak entrance. A few seconds passed with no response. Shade frowned. She won't even acknowledge that someone had come to console her. His concern for her was growing by the second.

"Chamella, it's me," Shade said quietly from outside the door. "Can we talk?"

He heard the sound of hooves on the wooden floor and the door creaked open, revealing only the crestfallen face of his pink-eyed friend. He gave his best to give her a comforting smile. Without saying a word, she opened the door and let him inside.

In contrast to the rest of Rarity's home, which was elegantly designed and seemed horribly out of place in a simple town like Ponyville, the guest room—now Chamella's room—was rather bland and decoration was sparse. Perhaps the most grandiose thing in the room was the bed in the far corner, dressed up with posh, purple sheets and excessively fluffy pillows. To one side of the room was a desk with a sewing machine and some sewing supplies such as spools of thread and scraps of fabric. Presumably there for Chamella to practice with if she so desired.

Chamella stood quietly, waiting for Shade to initiate the conversation. He didn't feel any better about this considering his presence alone seemed to be doing nothing to affect her mood.

"You okay?"

She hesitated before answering. "I'm fine."

Shade grimaced at her response. "If you were fine then Rarity and Sweetie Belle wouldn't be so worried about you." He stepped closer and placed a hoof on her shoulder. "Come on, Chamella, talk to me."

She looked Shade straight in the eyes. If there was anyone she could open up to, it was him. "I guess I'm just feeling a little uneasy today."

"Because of what those two fillies said?"

Chamella's eyes opened wide. She hadn't expected him to hit the nail on the head. "How'd you know?"

"I saw the way you were reacting to them. You really seemed to be taking them seriously. Chamella, you don't have to feel bad because you can't get a cutie mark. There are lots of things that—"

"That's not it."

Shade paused, perplexed all of a sudden. "It's not?"

"Shade, when those two foals were teasing us, it...brought back some unpleasant memories."

He was capable of fitting the pieces together now. Shade understood what it was she was talking about, but decided to let her continue speaking.

"You know better than anypony that I got teased and picked on a lot when we were kids, being called weak and useless. I guess I just didn't think I'd have to deal with that anymore. I don't know if I'm comfortable knowing that there are people here that act just like the changelings back home." Chamella stared at Shade, waiting for him to say something to alleviate her concerns like he always does.

"So what do you want to do then?" he asked simply.

Chamella turned away, silently browsing her thoughts. What did she want to do? Certainly two mean fillies didn't warrant anything drastic like leaving Ponyville, but she wanted to do something to avoid being put in undesirable circumstances like she was today. "I... I guess I just want things to go back to normal."

Shade nodded; that's what he was expecting her to say. In actuality, he wasn't opposed to the idea himself. "Then we'll go back to normal. No big deal."

Chamella seemed unsure of that answer. "Really? Do you think we should just...quit?"

"This whole thing was just a trial anyway. Twilight did say that we can go back to our regular lessons when she gets back, right?"

"You don't think she'll be disappointed with us?" Chamella asked worriedly. "You don't think she'll be mad that we quit after just one day?"

Shade scratched his head and sighed. "I dunno, maybe. But I'm trying to help you decide what it is you want to do. If you want to quit, then that's your decision."

"And you?"

He passed her a friendly smile. "I'll stand by you no matter which choice you make. As far as I'm concerned, we're in this together."

Chamella smiled back and leaned in to hug her friend. "Thanks, Shade. You always seem to know how to make me feel better."

"That's what a big brother's for."

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

For the past week, Golden Oaks Library had been absolutely silent and unlit, its only two residents having left town recently. Many of the townsfolk felt it was bizarre considering that the place was usually lit up at practically all times as the owner was frequently studying or receiving visits from her friends. The large oak seemed almost lonely, longing for its residents to soon return. Fortunately, it would not have to wait any longer as for the first time in seven days, its door swung open.

Spike tossed one of Twilight's suitcases onto the table with a loud thud and wiped the sweat from his brow. It irked him a little knowing that she was possibly one of the most powerful unicorns in the world and could easily hoist both suitcases with her incredible magic, yet for some reason he had to lug one of them all the way from the train station; the thing was twice his size.

Twilight closed the door behind her and gently placed the second suitcase beside the first, then promptly removed a scroll and quill from her saddlebags and levitated them over to Spike. "Now then, before we get too comfortable, let's go over the checklist."

Spike raised a vexed eyebrow. "Why? We checked everything before we left the Crystal Empire. All present and accounted for, remember?"

"Spike, neither one of us rode home in the baggage car. Somepony might have been snooping around in our stuff. You don't know."

"I think you're just being paranoid," the baby dragon grumbled.

Twilight knit her brow. "I've got a first edition copy of Daring Do and the Griffon's Goblet in there. I am not losing that."

"Then maybe you shouldn't have taken it," Spike mumbled under his breath.

"What was that?"

Before Spike could defend himself, Twilight was distracted by a sudden knock on the front door. Whoever it was must have been waiting for them to come home; they had just gotten inside the house themselves. Letting Spike off the hook for the moment, Twilight opened the door and was greeted by the fanged faces of her two pupils.

Twilight greeted the changelings with a friendly smile. "Oh, hello, you two. Long time no see," she laughed.

Shade offered a halfhearted greeting in return. "We saw you coming back from the train station, so we thought we'd stop by."

Twilight could immediately tell by not only his tone, but his expression—as well as that of his companion—that something was on their minds. She hoped that nothing serious had happened in her absence, but could only venture a guess as to what the cause might be and decided to discreetly pursue it. "Well, I'm glad you did. I've wondered about the two of you a few times while I was gone, and now that I'm back I can finally ask: how did things go with Miss Cheerilee?"

Shade and Chamella looked to each other with looks of uncertainty. The male spoke for the pair. "Actually, before we answer that, we need to ask you something."

Twilight could clearly see the concern etched on their faces. Whatever they want to ask must be pretty serious. "What is it?"

Shade hesitated before asking, a little pensive about what her answer might be. "Are we a burden on you?"

"Huh?" Even though she had been expecting a question, the exact nature of it caught Twilight off guard. "A burden? What do you mean?"

"You take time out of every day to tutor us and help us adapt," Chamella said quietly. "Lately we've been starting to feel like we've been keeping you from doing more important things with your time. Wouldn't that time be better spent elsewhere?"

Twilight observed the guilty faces of the two changelings. "Of course not," she answered without much thought. "I love teaching you guys. I look forward to it everyday."

Shade found that hard to believe. "Really? You don't think there are better things you could be doing?"

"What's better than passing down my knowledge to others?" the unicorn replied with a grin. "It's not like I have to cancel any other appointments to make room for you guys. Our lessons are one of the highlights of my days." Twilight figured it was now time to find out where this was coming from all of a sudden. "Why do you ask anyway?"

Chamella looked at Shade who nodded assuredly to her. "We wanted to know if you were willing to keep teaching us."

"Of course I am. I never said I wasn't." A small sigh escaped Twilight's mouth. "I take it things didn't go well at school."

Chamella's eyes shied away. Shade shook his head. "It was fine at first, but...I just don't think we're really cut out for a classroom environment."

"We felt really out of place there. Even more than normal," Chamella added.

"Not that Miss Cheerilee is a bad teacher, I think we just prefer the extra attention we get from these private lessons when it's just the three of us," continued Shade.

Twilight nodded somberly. "I see."

Chamella hung her head in shame. "I guess you're pretty disappointed with us, huh?"

The lavender mare raised an eyebrow. "Why would I be disappointed?"

The pair seemed confused at her reaction. "Because we gave up," Shade replied. "You're not disappointed that we just quit?"

Twilight chuckled at their puzzlement. "Of course not. Quite the contrary actually; I'm proud of you. It doesn't matter to me that you gave up, what matters is that you tried. Nopony ever got anywhere without trying. And I would never force you to keep doing something if you were uncomfortable with it."

Chamella looked to Twilight expectantly. "So, does that mean we can continue our studies together?"

Twilight laughed. "Sure. As a matter of fact, why don't we start now? We've got a week of lost time to make up for after all."

Smiles finally managed their way onto the two changelings' faces. The worries that had been festering over the past week had finally been alleviated. Now, they could breathe easy again knowing that things could go back to normal, but with one extra experience and one new lesson under their belts.

"Whoa whoa whoa, hold up!" Spike interrupted abruptly. "What about all this?" he said gesturing to the two stuffed suitcases on the table. "If you're just gonna start studying, then who's gonna put all this stuff away?" Awaiting his answer, the dragon took notice of the sly grin on Twilight's face. His aggravation turned to annoyance and he groaned. "Ugh, walked right into that one."

Begrudgingly, he hefted the first suitcase onto his poor back and began the arduous trek up the staircase to the bedroom. Twilight called out behind him. "And don't forget to go over the checklist."

Bonus Chapter 5 - Imitation

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A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 5: Imitation


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

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

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

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

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

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

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


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

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

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

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

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

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

A simple explanation, but it begged the question:

"Why?" Shade asked, perplexed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

"Those faces are another and my personal favorite."

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

"What are doing, Chamella?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Luna nodded. "That is correct."

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

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

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

Luna motioned for her to proceed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"'Almost,'" the princess repeated.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Bonus Chapter 6 - Exhaustion

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A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 6: Exhaustion


The brisk chill of the late-autumn air had, for some reason, vanished unexpectedly, but it was not due to abnormal weather patterns or the weather pegasi not doing their jobs. On the contrary, today's schedule called for no wind and clear skies. The sun spread its warming embrace all across Ponyville, melting the minute layers of frost that had been forming on everypony's windows as of late. It was almost as if the season had begun anew, starting at the beginning for some unknown, arbitrary reason.

Of course, the townsfolk weren't complaining. The mild nip in the air made outdoor activity slightly less tolerable and, on days like that, most people only went outside if they absolutely had to. Though not completely intolerable, it was a small inconvenience to have to throw on a scarf or insulated saddle just to pay a trip to the grocery store or visit a friend. But nopony had to worry about that today, or the next week or so for that matter. Sunshine and still air was in the forecast for a while. Why? So everypony could aptly prepare themselves for the upcoming event.

Many ponies had gathered at the park in Ponyville, stretching and exercising in preparation for what was planned next week. Several were just out for a light jog while others trained their bodies more rigorously with weights and other equipment. An oval track was outlined in one flat area of the park and was maintained all throughout the year should anypony wish to use it. Perfectly drawn, white lines ran around the length of the course to mark the racers' lanes, but only one pony was occupying the track at the moment.

Winter Maple stood at the starting line, crouched down and wiggling her flank in the air like a cat preparing to ambush its prey. Upon her face was a determinate smile, an expression that showed she was serious but excited all the same. Her beloved changeling partner stood at the sidelines holding a small stopwatch with his ethereal aura, ready to begin at a moment's notice. He kept his eyes firmly affixed to the eager pegasus, awaiting her signal. Through the corner of her eye she looked in his direction and gave a quick nod. Shade nodded back and lifted the stopwatch.

"Three. Two. One. Go!"

The instant Shade clicked the button to start the timer, Winter bolted off the starting line. Shade watched with a proud smile as she rounded the first turn, his eyes never straying as he carefully observed her performance. However, he found it much easier to track her as she began her approach toward the second turn. The changeling's smile faltered slightly and he raised his eyebrow in confusion. It was taking her twice as long to get around the second bend. As Winter closed the distance to the finish line, Shade watched as a haggard pegasus shambled through the last few feet, reaching a hoof out before collapsing to the ground, her leg barely missing the line.

Winter lay on the track, her tongue hanging out, her wings lying limp and panting with exhaustion. "How...was that?" she wheezed.

Shade, his eyebrow still raised, looked at the stopwatch. With a sigh and a shake of his head, he set the watch down. "I don't think your time is relevant here."

The exhausted pegasus managed to weakly prop herself up into a sitting position. "What do you mean?"

He stared at her and blinked. "You barely ran one lap and you're already completely worn out."

Winter groaned with exasperation and let herself drop to the ground again, rolling over onto her back and staring up at the clear, blue sky. "I know. I guess I was so excited about The Running of the Leaves that I didn't take my physical condition into consideration. I suppose I could be in better shape."

"You fly around all day and you never really seem too worn out," Shade pointed out.

"That's because I'm flying. My wings are fine, it's my legs that don't get much exercise."

Shade thought back for a moment about something Winter had regaled to him months ago. "Didn't you escape from a swarm of changeling larvae before? How'd you manage that?"

Winter shrugged weakly. "Adrenaline? I was literally running for my life, I didn't exactly take the time to think about how my body felt."

"So what do you plan to do then? The Running of the Leaves is in a week. You think you can get yourself in shape before then?"

Winter, her heartbeat returning to normal and breathing more controlled, stood back up onto her hooves. "I don't know, probably not. A week isn't really a lot of time to prepare for something like that." She breathed a regretful sigh. "Guess I should've thought about this a long time ago and started training a couple of months early."

"Are you still going to race?"

Winter looked at Shade with a determinate smile. "Of course I am. It's been my dream since I was a little filly to participate in The Running of the Leaves, I'm not going to wait another whole year. I'll just have to...try my best I guess. That's really all I can do."

The sound of flapping wings alerted the two to the presence of another pegasus touching down next to them with a somewhat smarmy grin creasing her cyan muzzle. Rainbow Dash ran a hoof through her mane confidently. "Yeah, giving it your all is all well and good, but don't get your hopes up about winning. That first place award's got my name written all over it."

Winter didn't seem at all bothered by Dash's boasting and responded with a light chuckle. "Well, I never really expected to actually win. I'm happy just to be competing."

Rainbow Dash draped a hoof over Winter's shoulder with a cocky smirk. "That's good. Guess that means you won't be disappointed then. Heh heh."

"What makes you so confident?" asked Shade. "You're the best flier in Equestria. This is a hoof race."

"What, you think just because I'm a good flier means I can't be a good runner? I don't know if you've noticed, but I'm pretty athletic all around." Rainbow Dash punctuated her defense by performing a series of impressive flips with her wings tucked firmly at her sides. "I got agility and stamina for days."

Winter enviously watched as Dash displayed her feats of athletic prowess to everypony in the area, earning the cyan mare some light applause. "Even if I don't care about winning, I still want to be at my best for the race. I want to have the endurance to at least finish."

Rainbow Dash tapped her chin in thought. "You know, what you need is a training regimen. An intense exercise program to get in shape in very little time."

Winter's ears perked up. "A training regimen? You think that could help me?"

"Sure, as long you apply yourself and give it a hundred and ten percent."

The ivory mare stared at Rainbow Dash with wide, eager eyes. "And you could whip me into shape?"

Dash paused, slightly befuddled. "Huh? Me? Are you kidding? If I trained you, you might actually become a threat to me during the race. I ain't training the opposition." Winter's ears fell flat and she looked away, dejected. Rainbow Dash grimaced, a twinge a guilt in her brain, and glanced at Shade who wasn't exactly giving her a pleasant look. "Well, maybe we can arrange for somepony else to train you. A professional."

Winter perked up again, her face filled with curiosity. "A professional trainer? You know somepony like that?"

The prismatic pegasus nodded. "Yup, and I'm sure he'd be more than willing to lend you a helping hoof. Actually, he's probably around here somewhere. I'll go look for him. Wait right here." Spreading her wings, Rainbow Dash took to the air and began to survey the area for her target.

Winter looked over to Shade once more who was passing her a proud smile which she excitedly returned.

"I guess there's reason to look forward to the race after all, huh?" Shade said.

"I'd be looking forward to it anyway. I'm excited to be a part of it, but if I can actually do at least decently well then that's a nice bonus."

It always warmed Shade's heart to see Winter in such high spirits. It wasn't often she got this excited about something, but when she did, her enthusiasm turned out to be pretty infectious.

"Hey, listen," Winter said, stepping closer to Shade, "I like having you here for moral support, but why don't you go on home. I think I'm gonna be here for a while. I'm sure there are other things you'd rather be doing than watching me run myself ragged."

"You sure? I don't mind hanging around."

Winter nudged him playfully. "I gotta focus on my training. I can't have you distracting me with your loving nature and supportive words. Go home."

Shade couldn't help but chuckle as Winter continued to shove him away jokingly. "Alright, I can take a hint. Just don't push yourself too hard, okay?"

Shade gave his loving pegasus a quick kiss and, with a buzz of his wings, took off and made his way back home, leaving Winter behind to wait for Rainbow Dash to return. Admittedly she was a tad nervous about having a professional trainer. No doubt whoever this pony was was going to put her through some rather rigorous exercises. Whether or not her body could handle it was still up in the air, but she wasn't about to wuss out.

Winter heard the familiar voice of Rainbow Dash call out from behind her. The other pegasus was making her return on hoof which struck Winter as kind of odd. Maybe the professional was an earth pony and she was walking back with him. That would make sense considering she was looking to work out her legs and thus her wings would be left out of the equation entirely. It wouldn't make any difference what race the trainer was.

It wasn't until Winter caught sight of the trainer himself that her eager smile vanished and a sudden pensiveness began to overtake her. Trotting with purpose behind Rainbow Dash—her body doing nothing to obscure him from view—was an enormous, white stallion with herculean muscles. The guy looked more like an ox than a pony. As they got closer and his features became more distinct, Winter could observe his blonde, crew-cut mane, a pair of piercing, red eyes and a cutie mark depicting a large dumbbell, not to mention every minute detail in his beefy muscles. It wasn't until the two stopped in front of Winter that she even noticed that this stallion was, in fact, a pegasus. She failed to notice his wings from a distance, probably because they were no bigger than that of a foal's and completely disproportionate to the rest of his body. Could he even fly with those wings?

Rainbow Dash couldn't hide her smirk as she observed Winter's dumbfounded reaction to seeing the hulking behemoth of a pony. "Winter, this my good friend Bulk Biceps. He's going to be your personal trainer in preparation for The Running of the Leaves."

Winter gulped audibly as she looked up at the stoic expression on the stallion's face. "It's, um...nice to meet you." She cautiously extended her hoof in hospitality.

Bulk Biceps received and shook enthusiastically. Winter felt like shock waves were rippling through her body from his forceful shake as if she were a piece of wire. "Pleasure's all mine!" the gargantuan pegasus bellowed in her face, causing Winter to wince as if she had suddenly been assaulted by a freak gust of wind.

She took a moment to readjust her mane and wipe the spit off her face before speaking again, if only to make sure her eardrums hadn't ruptured. "So...he's going to be training me?" she asked with more than a touch of trepidation.

"I know what you're thinkin', but he's actually a real nice guy," Rainbow Dash affirmed. "Not to say this isn't gonna be an intense workout for you. I mean, you don't get to be like this..." She prodded Bulk's massive and taut shoulder. "...by playing hopscotch and jumping rope."

"Yeah! You gotta pump iron too!" the excessively loud stallion added.

Winter brushed the nervous sweat from her forehead. "Well, I'm not really looking to be...like you. I just want to work on my stamina so I can run longer without getting tired too quickly."

"I can totally do that too!"

"Right then," Rainbow Dash said, flaring out her wings. "I'll just leave you guys to it. I gotta get ready for the race myself. Can't have you gaining ground on me, right?" She gave Winter a teasing nudge and chuckled before turning back to Bulk. "Go easy on her, dude. We don't want her to wind up in the hospital."

Bulk gave an affirmative salute. "Yes, ma'am! Beginner's course it is!"

With more force than what was probably necessary, Rainbow Dash rocketed off into the air and went about her own business as usual, leaving the two, white pegasi behind.

Winter once more gazed up into the bright-red eyes of the behemoth stallion. Though she was blatantly pensive about her upcoming trials, she was still having some difficulty reading his expression. He stared back at her with a stern, yet somehow vacant, gaze, one that made her nervous, but also a little amused, like looking at a child trying to act grown-up. A child who could easily crush her if he lost his balance.

"So, uh..." Winter started apprehensively. "What should we do first?"

Bulk inhaled a long breath through his nostrils. "Laps!" he yelled with the force of a small and humid gale.

Fixing her mane a second time, Winter responded quizzically. "Laps?"

"The best way to prepare for a race is to run!"

"I already tried that. It didn't go well."

"Then you'll just have to try harder! No pain, no gain!"

Winter rubbed her poor ears. She began to wonder if a trip to the hospital was inevitable even without exercising. Bulk stepped up to the start line of the race track, getting into a ready position. "You gotta work through the pain! Show pain who's boss!" He bolted from the start line and barreled around the track like a loose freight train. Winter was surprised that his small hooves didn't shatter under the force and weight being applied to them. After just a few seconds, Bulk completed a whole lap and skidded to a stop next to Winter. "Now you!"

With a hesitant gulp, Winter positioned herself at the start line as she did before, not putting the determinism into her stance that she had earlier. Though she had caught her breath, her hooves still pounded from her first attempt. It wasn't likely this time was going to be any better. But true to her dedication, she ran. Bulk watched analytically as she rounded the first turn, but, just as she had earlier, Winter's pace slowed dramatically throughout the second half of the lap. As she laboriously shambled back to the starting line, she once again fell to the ground, panting and sweating like she had just run a marathon.

Bulk wore the same puzzled and mildly disappointed expression that Shade had when he witnessed her performance. He steeled his gaze and bent down to the prone mare. "It's too early for a break! You gotta show more hustle!"

"I'm all...*huff*...hustled out," Winter wheezed.

"I'm hearing a lot of quitter talk! You gotta get back up and own that track! Let's go!"

"What do you think you're doing?"

A hoof prodded Bulk's flank from behind, eliciting a surprised and very feminine shriek from the muscular pony. He spun around in shock, almost falling over in the process, and ducked behind Winter's prone form. Winter looked up to see exactly what it was that would cause such an uncharacteristic response from such a burly stallion. Another pegasus mare stood there, coat of light-gray and a blonde mane. She glared harshly at Bulk Biceps with her golden eyes—or at least one of them; the other was staring off into the sky.

"Derpy! Don't sneak up on me like that!" Bulk whimpered, his voice having dropped to a more tolerable level, though still fairly loud by the average pony's standards.

The wall-eyed pegasus continued to glare sternly at the stallion. "How many times do you need to be told, Uncle Bulk? Yelling doesn't do anything to motivate people, it scares them."

Winter managed to return to her hooves and kindly backed away from the pair of arguing pegasi. Bulk Biceps almost looked like a cowering foal being scolded by his mother for misbehaving. And for Derpy of all ponies—known throughout town for being both kindhearted and very accident prone—to be the one to deliver the scolding was more than a little unexpected. Winter watched in stunned silence as Bulk continued to shrink under Derpy's corrective words.

"Now, apologize, mister," Derpy commanded, pointing a hoof at Winter.

Whimpering like a small puppy, Bulk looked Winter in the eyes and spoke so quietly she could barely hear him. "Sorry."

Satisfied with her work, Derpy's scowl vanished instantly, replaced very quickly by a happy, unimposing smile. She looked at Winter and giggled. "Sorry about that. He really is a nice guy at heart, but when it comes to fitness, Uncle Bulk can go overboard occasionally. He just needs to learn that you have to tell people that they can do something rather than forcing them."

Winter's eyes darted between the two of them, one particular word that Derpy had mentioned a couple of times sticking in her mind. "Wait, Bulk Biceps is your uncle?"

Derpy nodded enthusiastically. "Yup. Can't you see the family resemblance?"

"Uhh..." Winter took a moment to think, sizing up the pair side by side, eyes going from Derpy to Bulk, then back again. Several times. The more she compared the two, the more different they seemed. The only thing these two appeared to have in common was the dopey grins they were both wearing. "Sure?"

"I guess I can try taking things a little easier from now on," Bulk muttered, clearly putting a lot of effort into keeping his voice down.

"That's okay, Uncle Bulk," Derpy said kindly as she pat his beefy shoulder. "Just try and remember that this time." The golden-eyed mare looked at Winter quizzically for a moment. "What's this all about anyway? You training for the Running of the Leaves too, Winter?"

A smile returned to Winter's face. "Yeah. I've been eagerly anticipating the race since I moved to Ponyville. It's something I've always wanted to do. What about you? Are you participating?"

Derpy chuckled and shook her head modestly. "Oh no no, I'm not joining in this year. Even if I prepared all year, I don't think I'd perform well. I've always felt like I have four left hooves. And two left wings for that matter. I'd probably spend more time with my face in the dirt than actually running. But if you want I can cheer you on from the sidelines."

Winter laughed at her offer. "That's nice of you, but you'd be better off cheering for somepony who actually stands a chance at winning."

"You don't think you stand a chance?"

Winter shook her head. "Not by a long shot. The only reason I'm getting help from your uncle is to reduce the chance of me passing out from exhaustion in the middle of the race."

Derpy frowned at her response. "Well that's not a very good attitude to have. If you want to win you need to have confidence and stay optimistic."

"Actually I have no interest in winning. I just want to be a part of it. That's good enough for me," Winter said with a soft smile.

"Oh. Well, in that case, go nuts. And have fun!" Derpy looked up at Bulk Biceps who had been sitting quietly the whole time as if waiting until the grown-ups had finished talking. "I guess I'll get out of your way then. You two have work to do. Just don't get all crazy again, okay?" she added, poking Bulk firmly. He gave a silent salute in response. With a smile, Derpy bid Winter farewell, leaving the two white pegasi to continue their training session.

Winter looked up at the musclebound giant beside her with an eager grin. "Should we pick up where we left off?"

A tiny, yet determined, smile returned to his face and he took a deep, sharp breath. "YEEEAAAH!"

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

The kitchen of Shade and Winter's abode was filled with the bubbling sound of boiling water as steam rose up and dispersed itself across the ceiling. The changeling himself stood at the stove, watching as the pot of water atop it gradually increased in temperature. A small scrap of paper floated near his head surrounded in a vivid, green aura. Shade consulted the paper for a moment, taking in its carefully laid out instructions. He levitated a small thermometer into the boiling water and waited, watching as the dial inside moved to inform him of the current temperature of the water. Shade nodded his head, seeing that it was just about right and ready to proceed with the next step.

However, Shade's plans were interrupted by the sound of the front door swinging open and the heavy panting of his exasperated lover as she finally came back from her workout. Silently looking her over, Shade immediately noticed how disheveled and damp with sweat her mane had gotten, not to mention that her knees were visibly shaking. It had been a little over three hours since he had left her to her training. Three hours straight of rigorous exercise? No wonder she looked so drained. Without saying a word, Winter hobbled over to the couch in the living room and unceremoniously plopped herself onto it, letting out a sigh that sounded equally pained and relieved.

"You okay?" Shade asked simply, though the question seemed unnecessary.

Winter propped her head up onto the arm of the couch to look at him. "I feel like...*huff*...I'm walking on four towers of jelly."

Shade frowned, concern showing in his expression. "It was pretty rough, I take it."

"The worst part...*huff*...is that he was taking it easy on me." Winter paused to take another deep breath. "I'm not cut out for this kind of thing."

Shade tried to put on a reassuring smile. "Maybe you'll feel better after you have something to eat. I heard somewhere that a lot of athletes eat spaghetti when preparing for a race, so I thought I'd try and make some for when you got back."

The bleary pegasus let out a long groan. "If I eat anything now, I'll vomit."

With that signal, Shade turned the heat down on the pot, leaving it at a simmer so he could console his knackered girlfriend. He took up a seat next to her on the couch. "You don't have to torture yourself like this, Winter. Winning this race can't be so important that you'd risk seriously hurting yourself, can it?"

"It's not about winning!" Winter exclaimed with a hoarse voice. "This is just something that I...have to do."

"Because it's been your dream since you were a filly?"

Winter's eyes met Shade's. She had told him about it briefly a long time ago, back when they were first dating. It seemed like such a simple dream to have, yet Shade could clearly see just how passionate she was about it. He had poured his heart and soul into telling her everything about himself and the dreams he had. The dreams that were crushed and the dreams that he fulfilled. It was about time to get her point of view.

"Why is it your dream to run in The Running of the Leaves? What was it that made you decide that that's what you wanted to do?"

Winter turned away from him, laying on her side and staring off into space. "Because of my cutie mark."

Shade took a brief glance at the red maple leaf adorning her flank. The connection to The Running of the Leaves was easy to make here, the question was: why did she have such a cutie mark if she had never participated before?

"Both of my parents worked at the weather factory in Cloudsdale for years, before and after I was born. So it's easy to see how I could be inspired to work there myself."

"But you were fired, right? By your own dad."

Winter nodded weakly. "Yeah, but that was when I actually had a paying job there. That was only a year ago. I interned on and off at the factory for a while too, trying my hoof at different positions to see what I enjoyed and what I was good at. As it turned out, I wasn't good at much. I tried making snowflakes, but I was too clumsy and ended up breaking them most of the time. "I tried creating rainbows, but couldn't properly mix the colors, so that didn't go well either unless you like brown rainbows. I got zapped by storm clouds, tossed around by high winds, and battered by hail stones."

"That sounds like a pretty horrible experience."

The slightest hint of a smile tugged at the corner of Winter's lips. "You'd think so, but no."

Shade raised an eyebrow in confusion.

"See, no matter how much went wrong, I was always eager and willing to move onto the next task. Failure never held me back from trying and I always approached the next task with enthusiastic optimism. Even in the face of my dad's lectures."

Shade thought back to his first encounter with that infuriating stallion. How anypony could have the willpower to put up with him was beyond his comprehension, but he respected Winter all the more for doing it.

"I spent a lot of my time with preparations for the coming winter. It's always been my favorite season and not just because I share my name with it. Because it's pristine and pure and beautiful. I've heard a lot of people liken winter with cruelty with how it kills the plants and forces the animals to take shelter, but I see it as a new beginning, the start of something fresh and new as it leads up to spring, like remodeling your house. You strip everything down, even though you put a lot of effort into it before, but it looks even better when you're finished."

Shade nodded knowingly, recalling the words she had said to him several months ago when they were first getting to know one another. "And it was that dedication that earned you your cutie mark, right?"

Winter was wearing a blissful smile, clearly lost in her memories. "Mm-hmm. I'll never forget that day. It was one of the only times my dad ever said that he was proud of me. I mean, I know he's always proud of me—he's my dad after all—but it's something else to actually hear him say it. That's the little blessing with having a father like him; you don't hear a lot of praise from him, but when you do, it's so much more meaningful."

"So what does all this have to do with The Running of the Leaves?"

"Everything really. If my 'talent,' as it were, is my dedication to the transition from fall to winter, then I need to run in that race. The Running of the Leaves is perhaps the most important part of that process and that's why this is something that I have to do and why waiting 'til next year is out of the question."

"So you're really willing to put your body through all this stress for that?"

Winter managed a quiet giggle. "Yup. And if I'm gonna keep up, I gotta take care of my health, including a hearty diet. Think you can get back on the spaghetti? It's sounding pretty good right about now."

Shade hopped off the couch and made his way back to the kitchen to tend to the simmering pot of water. "You got it."

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

The commotion around the town limits was enough to attract the attention of anypony, even if they had no idea what was happening today. The grand event that everypony had been preparing for the past week was finally upon them and each and every one that intended on participating was present and accounted for in addition to the slew of spectators and supporters. Many of the participants were stretching their legs and psyching themselves up for the big race. It wouldn't be long now.

Shade had to watch everyday for the past week as his beloved partner ran herself ragged in preparation for The Running of the Leaves, coming home each evening damp with sweat and on the verge of passing out. Even after hearing why she felt the desire to do this and just how committed she was to it, he still found himself wondering if it was really going to be worth it in the end. He had attended her training sessions on a couple of occasions to see how well she was progressing only to watch as she stumbled and staggered about like an overworked mule. He wouldn't say it out loud, but her chances weren't looking good.

Not far in the distance, Shade could see the primary location of the race: Whitetail Wood. In the spring it just looked like a normal forest with a dirt path running through it, but at this time of year it almost seemed to glow with vivid reds and oranges, and the cascading waterfalls flowing down from the high, rocky hills around it only accented its beauty. It was far more beautiful than the Changeling Kingdom to be certain.

Shade stared toward the starting line of the race where all the racers were making their final preparations. He managed to pick out Winter from the crowd, having a last minute chat with Rainbow Dash. "How do you think she'll do?" he asked the gray pegasus standing with him.

Derpy had been present for several of Winter's sessions as well, mostly to keep her uncle in line in case he got a little too excited. She looked over to Winter with an unsure expression. "I don't know. She has been making a little progress I guess. She managed to run a full lap before she got worn out yesterday."

That essentially meant she was twice as good as she was when she started, but that didn't ease Shade's mind much. "The track is a mile long. One lap isn't even a tenth of that distance. I'm worried about her well-being of course, but I think I'm even more concerned that she's going to be disappointed in herself. I mean, I support her with all my heart, but, let's face facts here, she's not going to win this thing. What if this really hurts her self-esteem?"

Derpy shrugged. "I guess we won't know until it's over. Besides, if she starts beating herself up over it, you'll be there to cheer her up, right? I think being her boyfriend gives you that obligation."

Shade chuckled at her comment. "Yeah, I suppose it does. And I'll do my absolute best to make sure she gets over it if that turns out to be the case."

Derpy giggled cutely. "Good. Look, I'm gonna go give some of my friends a little pep talk before the race. Wish Winter luck for me, 'kay?"

"Will do."

Going in separate directions, Shade and Derpy dispersed and the changeling made his way over to Winter. Despite the nervousness she had displayed on the way over here, she looked surprisingly carefree and eager. Rainbow Dash had stepped away and gone to talk with other friends, leaving Winter to smile fondly at the approaching changeling.

"How are you feeling? Still nervous?" Shade asked with a caring smile.

Winter took a deep, calming breath. "A little, but I think I can push past it. It's hard to believe the big moment is finally here, you know? I've been waiting for this day my whole life and now I'm finally doing it. It's making me kinda anxious."

"Well, I just want you to know that, no matter how this turns out, you'll always be number one in my heart."

Winter delivered a light punch to his shoulder and groaned loudly with a roll of her eyes. "Come on, don't get all cheesy on me. You're better than that."

The voice of Ponyville's mayor rang out over the crowd, amplified by a megaphone and grabbing everypony's attention.

"Your attention, everypony. The race is about to begin. All racers are to approach the starting line and spectators are asked to stay clear of the track. I repeat: the race is about to begin."

Winter gave Shade a quick kiss and began to make her way to the starting line. "Okay, I gotta get going. Wish me luck."

"Right, good luck. Oh, and Derpy said 'Good luck,' too."

With a brief flap of her wings, Winter covered the remaining distance to the starting line and joined up with the other racers, taking up the position that had been assigned to her, indicated by the number taped to her flank, sixty-seven.

"Racers ready!" The mayor called out when each participant had taken their positions.

Winter breathed one more deep breath before leaning down, preparing for the race to finally start.

"Racers set!"

The race hadn't even started yet, but Winter's heart was already beating out of her chest. Whether it was anxiety, excitement, adrenaline, or some combination of the three she just couldn't tell anymore. All she knew was that her dream was about to come true.


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

In contrast to the earlier goings-on within Ponyville—the crowd of loud spectators and excited athletes—the town had now gone quiet. As the sky faded into orange, the air became dead silent with no sign that anypony had been there all day, with the exception of the thousands of fallen leaves that littered the ground around Whitetail Wood, the result of the stampede of ponies that had passed through recently.

Now, though, only one individual remained there, sitting underneath an almost-bare tree—only one leaf remained clinging to its branches—and eyeing the banner that hung above the finish line of the race. Shade shivered as he waited patiently. With the day reaching its end, the usual autumn chill was making its return. Not enough to be uncomfortable, but definitely noticeable even without any wind. The changeling inhaled the crisp, evening air. With the mild concern that lingered in his mind, the cool air circulating through his lungs was a refreshing sensation. Considering how long he'd been waiting, that concern was beginning to weigh more and more heavily.

A minute, almost indiscernible sound diverted his otherwise unoccupied attention. Were it not for the absolute silence in the air, Shade most certainly would not have noticed the soft sound of hooves clomping slowly through the dirt. It eased Shade's mind when he caught sight of a bedraggled pegasus laboriously lumbering her way out of Whitetail Wood

Exerting an enormous amount of effort given what little energy she had left, Winter slowly and painstakingly forced her hooves to carry herself forward, albeit at a snail's pace. Her crimson mane was soaked with sweat and matted to her face and she hadn't even enough energy left to keep her wings folded against her sides, instead hanging limply beside her. She was in an absolutely pitiable state, but Shade couldn't help but smile. He continued to watch from the sidelines as she gradually closed the gap on the final stretch to the finish line. She staggered slightly just mere feet from the line, but, through sheer force of will, managed to keep her balance and keep moving. She lifted her hoof up as if it weighed more than her body on its own, let it fall heavily on the scuffed, white chalk of the finish line and promptly collapsed onto the dirt.

Shade breathed a sigh a relief and casually rose to his hooves to make his way over to the fallen mare. Seeing her reduced to a wheezing pile of sweat and dirt wasn't exactly a pleasant thing for him to see, but he couldn't help but smile proudly with a touch of sympathy. Winter's eyes turned up to meet his and a small, satisfied smile graced her tired lips.

"How'd...*huff*... How'd I do?"

Shade chuckled softly, trying not to make it sound patronizing. "Dead last. Sorry."

Winter rolled her head around and eyed the surrounding area curiously. "Where...*huff*...is everypony?"

Shade leaned down and lifted Winter's hoof over his shoulder, helping her get back to her hooves and leading her over to the tree he'd been waiting under. "They all went home. The race ended an hour ago."

When the pair reached the tree, Winter plopped her flank down into the dry golden grass, still leaning against Shade so she wouldn't fall over. "I guess...I did take a...a long time. At least...someone waited for me." She rested her head gently against Shade's neck.

The changeling wrapped his hoof around her shoulder and held her against him, paying no mind to how damp her coat was. "I'm sorry it had to turn out like this, Winter. I know how much effort you put into preparing for this. I just want you to know that I'm here for you if you need some cheering up."

"Why would I need cheering up?"

Shade glanced down at the softly smiling face of his favorite pegasus. Despite the tremendous loss she just endured, she still managed to wear her optimism proudly.

"You still don't get it, do you?" she said quietly with a poke to his chest. "I told you before that this was never about winning. Heck, throughout this whole week I've had a chance to size up the competition. I had no doubts that I was going to place dead last."

"Then...why did you still go through all this? You knew you were setting yourself up for failure."

Winter sighed with mild irritation. "How many times do I have to say it: it's never been about winning. You know when I told you how no matter what I tried at the weather factory I always screwed it up? Well, despite that I still moved on to the next thing with what I suppose was oblivious optimism. If I had just given up because I knew I was going to do poorly, then where would I be today? Nopony ever got anywhere without trying. Besides, this hasn't even been about the competitive part of The Running of the Leaves. The only reason I trained for this was to make sure I could actually do it. My goal was simply to reach the finish line. I don't feel like I have to validate my cutie mark by winning the race just because it's the most important part of the seasonal transition. I'm proud to simply be a part of it. I never got this chance growing up in Cloudsdale. And come on, how many ponies can honestly say that they lived their dream? That's a big deal." Winter glanced around at all the leaves that littered the ground and her lips curled into a frown. "It's a little disappointing that all the leaves were shaken loose before I could get to them though."

Winter let herself fall back against the tree with a hollow thud, the numbness in her muscles allowing her to ignore any pain. Shade looked up at the barren branches when he spotted a lone leaf drifting lazily down. But before it could join the rest of its fallen comrades, a neon-green aura gently enveloped it and halted its descent. Winter watched as Shade lifted the leaf to her head and placed it behind her ear, nestling it cozily into her wet mane. She gave Shade a grateful and bashful smile.

"Not all of them."

Winter gently wrapped her hooves around Shade's neck and hugged him with what little energy she had. When she leaned back to look him in the eyes, Shade produced something from behind him.

"Oh, I was told to give you this when you finally finished."

He passed Winter the object and she looked it over. It was a narrow strip of decorated, white paper with the logo of The Running of the Leaves emblazoned upon it. In the middle it read "Participation Award". Winter gazed longingly into Shade's green eyes. "It's what I've always wanted."

She leaned in and tenderly kissed her compassionate lover. After a moment, Shade held her back, grimacing slightly at the bitter taste of sweat that had suddenly entered his mouth. "Before we take this any further, you need a shower. Desperately."

Winter lifted her leg, sniffing under her foreleg. The pungent odor managed to even curl her own nose and she let out an embarrassed giggle. "Yeah, no kidding."

Bonus Chapter 7 - Insulation

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A Wolf in Sheep’s Clothing
By Dee Pad

Bonus Chapter 7: Insulation


Quiet. That's how many mornings were in Ponyville. Not a sound to be heard other than the creaking from the house settling. And no noise meant sounder sleep and deeper dreams, wrapped up in warm blankets with your head resting on a soft, fluffy pillow and the room barely lit by the morning sunlight seeping through the curtains. Those were the kind of mornings that Shade relished. The ones where he could lie in bed without a care in the world and just sleep his time away blissfully.

Today wasn't one of those mornings.

Hunkered underneath the sheets, Shade shivered and attempted to pull them even closer to his chilled chitin. Why was it so bloody cold? Maybe his changeling body wasn't exactly built to withstand the cold, but he thought, given where he came from and where he spent most of his life, that he was at least somewhat accustomed to low temperatures. But compared to the brisk, autumn winds he was used to, this chill seemed to creep into his bones.

It had been like this for a few hours now. Shade had just been lyin