Scootaloo shakes in terror as she looks out on the scene in front of her. Clover the Clever, prisoner to some tyrant named Twin-Blade, now in front of her own eyes. Scootaloo couldn't move an inch or even make a sound, clearly Clover wanted the pony who found her book to listen intently.

"So this is the troublesome mare who broke our cover?" Twin-Blade smirks, clearly enjoying his power over Clover.

"Yes sir, we caught her outside Everlight limits, screaming for the Marked to save her." The guard next to Clover replies, holding tightly on the chains around Clover's collar.

Twin-Blade frowns. "Why is it wearing a cap?" He points to the magician's cap on Clover's head. "That's very disrespectful to somepony of my statue."

"Blow it out of your ass, you pompous id-git! I demand you release me this instant or you will suffer the consequences!" Clover the Clever yells in a very powerful and authoritative voice, that only make Twin-Blade laugh.

"Tough words from a small pony, I highly encourage you to try but be warned, my guards strike to kill." Twin-Blade chuckles. "You really thought you had a chance? After that stunt in town with that colt-friend of yours, we knew it was only time before you tried to escape us."

Scootaloo turns towards Twin-Blade and gasps when she sees a bloody No-Bark laying belly up beside him. Scootaloo tries to move to help No-Bark but her hooves prevent her from helping. Scootaloo sees a guard walk up to No-Bark with a long spear, it's pointed end aimed right at No-Bark's head.

"Leave him out of this!" Clover the Clever yells, pulling on her collar and chains.

"Why should I? This annoying colt nearly killed me. He seems rather affectionate for you, perhaps I should make him an example?" The guard with the spear raises the spear up to strike.

But before he can, Clover screams echo in the room. "NO! LEAVE HIM ALONE! TAKE ME INSTEAD! TAKE ME INSTEAD!"

Twin-Blade smiles cruelly and nods to the guard. The guard plunges the spear down, piercing through No-Bark's head, effectively killing him. Scootaloo couldn't close her eyes at the horror in front of her as Clover the Clever breaks out in tears.

"Why?! Why would you do this?!" Clover yells, crying her heart out and struggling against her chains as the guards start to pull No-Bark's body from the throne. "We never hurt you or you stupid stallion guards!"

"Ah, my dear pony, in fact you did hurt us." Twin-Blade frowns. "If you both were to leave, we would hunger."

"What are you talking about you fucked up wingnut?! I don't understand! You have more food than Canterlot, why would you be hungry?! Why would you kill my love?!"

Twin-Blade stands, casting all other ponies in his shadow. "Very well, since you seem so interested with our plight, I will show you." Twin-Blade's face and mane drip from his body like candle wax as his skin seem to turn to red blood. Behind the dripping blood held a resemblance to darken black changeling, which blood curdling scream brought all other guards to attention as they too become horrid darkened changelings.

Scootaloo screams in terror, unable to keep her fear from the scene in front of her. Never had she seen a real life changeling in her life, and never so close to her. The smell of the changelings in front of her made her stomach churn, blood and flesh dripped onto the floor, making Scootaloo's nose overcome by the smell of dead and rotten flesh.

"Now you see! My changelings and I have been changed!" The former Twin-Blade howled in misery. "The forest has consumed our souls! Consumed our lives but kept our eternal power! We can no longer consume emotions you pathetic mare whore, only blood and flesh!"

"If you left, my changelings would starve for countless more ages! I can not allow that when you walked into our home so easily, tempting my children to hunger for the fresh blood you hold. Shame about the colt, he would've feed us for many years but no matter. Your flesh will satisfy us for many years to come, provided you live that long."

Clover the Clever screams out in pain as a changeling guard bites deep into her side, drawing large amounts of blood. "Halt Guard Windfelt!" Twin-Blade exclaims, rather annoyed. "Don't be greedy,save your brothers and sisters some flesh and blood!" Windfelt growls but stops for two more changelings to eat from Clover the Clever.

Scootaloo cowers in fear for the book writing magician who was being eaten be the cursed changelings. Scootaloo tries to fight free but only feels her body constrict her more in place.

Scootaloo winces when she hears Clover scream but is shocked to see something rather remarkable. After the two changelings filled their bellies, they lick Clover's wounds, which some how restores the flesh and keeps Clover alive. Alive, but much less muscle than she had before.

Clover gasps for breath as Scootaloo looks over to the dead body of No-Bark. Scootaloo felt so confused and horrified, knowing this all happened. "How did Clover get away? How did No-Bark managed to live?" Scootaloo wondered as she faced the scene in front of her.

That's when Clover the Clever made her strike.

Suddenly Clover's cap comes off, revealing her horn, and hits Twin-Blade head on with a fireball spell. Twin-Blade screams in pain as his bones burn before Clover sends an energy surge through the throne room, blowing each changeling and Scootaloo against the walls.

"Now you know my true power, you barbarian." Clover the Clever clutches her side where she was bit while Twin-Blade's screams die out as he falls back into his throne. Clover grabs her brown book from the ground and runs right over to No-Bark's dead bloody corpse.

Clover frowns. "The chance that his mind will crumble when I do this is strong, but I rather he live than die to that illiterate murderer." Clover the Clever takes a breath and pumps every bit of magic she has into a powerful healing spell. Much to Clover's luck, the wound barely heals and No-Bark's breathes come back but very raspy and shallow.

"Your not dying on me yet, my love." Clover tears up and kisses No-Bark before she puts him on her back and runs like all of Tartarus was after them, which was pretty close considering. The second Clover runs, every darken changeling snaps out of their confusion and charge after her, leaving Scootaloo alone with the still burning Twin-Blade bones.

Scootaloo gets up and feels her limits gone, so she goes to chase after the changelings to try and help Clover the Clever..Scootaloo feels a familiar powerful falling sensation before her eyes are flooded with white light and she falls into air.

*****

Scootaloo gasps as she comes back to the world around her, all of her senses dulled by the spell of Clover's book, and shakes off the sleep she fell into for the spell to work. Scootaloo looks toward Twin-Blade's bones and see his followers made a small shrine of... pony bones and flesh... ugh. Scootaloo takes a breath of courage before she walks over to the shrine and knocks it over before she kicks Twin-Blade's skull off his aged weakened spine.

"That was for trying to kill No-Bark you horrible, horrible pony."

Scootaloo shudders, still shocked from the gore of seeing No-Bark die.She wanted to leave this place, leave with No-Bark and never ever forever come back. She gave up on the idea of showing Twilight, but Rainbow Dash was a harder sell to get rid of.This could finally show Rainbow Dash what she is made of, no longer the scared little filly but a hero in the coming.

"You dare desecrate the shrine of Twin-Blade!" A scream rings out in the temple before multiple ponies from Everlight appear, each struck in horror at what Scootaloo did to the dead Twin-Blade.

"You have no idea what happened here!" Scootaloo answers back, slowly coming to her senses. "This pony is no hero, he have been corrupted by the Everfree Forrest! He is a changeling!"

Instead of being shocked, each pony lowers their head and sighs. "You couldn't have just be an innocent little filly, played in the flowers and never cared a second where you are." Chi appears from the crowd and walks forward, Scootaloo gasps as she see him as Windfelt, one of Twin-Blade's.guards from the book.

"Your not Chi... your Windfelt!" Scootaloo shrieks moving away from the advancing mob of ponies.

Chi looks confused before his face turns from kindness to harsh and cold control. "How did you know that my curious little filly? No pony has ever heard my name and lived for ages, not since Twin-Blade died at the hooves of a very troublesome mare." Windfelt's eyes lower to see Clover's book in front of him. "Ah... that's how, that cursed mare left little breadcrumbs for you to follow. Time to be rid of this eyesore, once and for all."

"Leave that alone!" Scootaloo yells as she grabs the book before Windfelt could take it and puts it back in her bag. "That belongs to the greatest mare magician in all of Equestria! Something like you should never ever soil such an important artifact!"

Windfelt laughs along with all the other Everlight ponies as they each changed to their true forms, now forming a circle around Scootaloo, trapping her effectively. "Such bold words, you can be very amusing little filly, shame you must die now."

Scootaloo growls and tries to keep the circle from closing in, unfortunately, her growl sounded little more that a cat's meow, causing the changelings to laugh as they close in. Scootaloo's fiery attitude dissipates as the crowd closes in, her tail and ears droop in fear as she curls into a ball, knowing this will be her end.

"HOLD ON LITTLE FILLY!" No-Bark laughs manically as he charges in, ramming down all changelings in his path like a bull before he bites down on Scootaloo's bag and launches Scootaloo in the air. No-Bark neighs and charges again cutting through the changeling defensive line like a knife through hot butter, making it to the entrance and escaping with Scootaloo who lands hard on his back.

Windfelt stands up and walks to the entrance, his changelings following him, waiting for his command while he watches Bo-Bark and Scootaloo escape.

"Get them, but don't kill them, yet. Use fascination, glamor or fear." The Changelings howl and set off to search for the duo while Windfelt walks to the spot the two would need to go through. He was more than a little surprised by the fact No-Bark was alive and well, along with helping the nosy filly pegasus, but it not matter in the slightest. Both will be feeding the hive by night fall.

*****

No-Bark was panting and exhausted when they hid behind Chi's house, not used to the effort it was to knock over fully grown changelings and run away from them. He was honestly surprised, it felt almost natural to go and save the girl, which sparked some sort of memory in his mind.

"Thank you No-Bark." Scootaloo hugs No-Bark as she slips off his back and shakes off some leafs that got into her mane. "If you didn't come... I would've been a goner if you didn't save me."

"Think nothing of it lassy." No-Bark answers, trying to hold onto the spark. "I be more careful around here, something seems off."

Scootaloo shakes her head. "Tell me about it, I-"

"Well for starts the whole town disappeared like smoke and mirrors, the food here turned rotted, and the birds all ran away." No-Bark responds, pointing out the lack of life around the town.

"No-Bark... why did you just interrupt me?"

"Ye said tell ya about it, so I did." No-Bark answers, unsure what she was implying.

"No, No-Bark," Scootaloo sighs, not in the mood for his crazy reasons. "I was just agreeing with you, see I have this informa-"

"Then why did ye, say tell me about it, if ye were agreeing with me?"

"It's a form of speech." Scootaloo replies, now losing her patience. "Enough No-Bark! I have important info on your past!"

"What?! Well out with it lassy! No more stalling!" No-Bark's eyes widen as he sits down, all ears.

"You were the one...!" Scootaloo starts and sighs. "Never mind..." Scootaloo then tells No-Bark about her adventure in the book's memory and how he died but was brought back. No-Bark absorbs everything Scootaloo tells him and remains quiet to avoid missing a single detail.

After Scootaloo tells No-Bark everything, she takes a breath unaware that she told the entire story without taking in a breath. No-Bark sits quietly, going over everything over and over to get the full effect.

"Well...?" Scootaloo asks, hoping it was enough to wake up the memories locked up in No-Bark's head. "Anything... change?"

No Bark remains where he sat, too deep in his thoughts to hear Scootaloo's question. Scootaloo sighs and looks around for any changelings that could jump in and attack them, noticing that the sun was starting to go down and flower colors started to grow brighter.

"Wow..." Scootaloo mumbles as she walks towards a rather exquisite red rose. "I've never seen such a pretty rose before." Scootaloo stops in front of the rose and inhales it's smell, her eyes suddenly feel very tired and happy as she lays down in front of the rose.

No-Bark comes out of his thoughts to find Scootaloo walking towards a red rose. No-Bark's mind suddenly gives off alarms as he runs towards Scootaloo. "NO! DON"T SMELL THAT!" He screams as he grabs a blade from his pack and cuts the flower's stem.

Scootaloo immediately snaps out of her happy trance and stares incredulously at No-Bark. "What was that for?! That was the prettiest rose I ever saw!" Scootaloo screams as she holds the dead flower, shocked when it turns into a razor sharp toothed plant with a red tint. "Wait... what...?! I don't understand!"

No-Bark grabs the flower and cuts it in four with the blade. "Carnivorous plants, they hide behind a spell of glamor to trick prey into a trap, before they eat the prey whole. Need to cut the stem and pedals in four to make sure it's dead or it still can hurt ye." No-Bark blinks, now very confused. "How did I know that?"

Author's Note

So sorry about the wait, it's finally here. I smell a ending coming in the next chapter, which saddens me since I loved working on this story, it was a lot of fun.