A Hollow Mask - The Perfect Disguise?

Chapters

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 9
Chapter 10
Chapter 11
Chapter 12
Chapter 13
Chapter 14
Chapter 15
Chapter 16
Chapter 17
Prologue
Chapter 8

Chapter 1

Mercer. Go to hell.

It wasn't the infection he caught from Mercer's actions. He was not complaining about the people shooting at him, or the monsters trying to eat him. Heck, he even stopped caring about all the personal drama. He honestly felt a touch of pride whenever he completed an assignment.

He didn't care about the brutality, or the insane plan of the doctor. He was just that spent; he was that numb. Mercer made an offer to join in, he answered 'what the hell, let's try it'. He got Mercer's interest. He consumed people with skills that interested him, since the idea of obtaining any mundane skill in a snap, just like that, was very appealing in its novelty. And the occasional useful trait, like blades, speed and claws, was 'spiffy'. Avoiding Blackwatch sucked, though, but keeping to himself and trying to be the sneakiest son of a gun ever made surviving possible (even enjoying a modicum of 'appropriated' luxuries) since the day Mercer smashed that vial.

Spiteful bastard.

Still, Mercer changed his tune, then changed it again and tried to take over the world. What the hell, let's try it; things are this bad already.

He drew the line at being considered expendable enough that he was sent to sabotage something just because Alex fu-dgin' Mercer didn't want to risk having a fucking black hole generator near him, just in case someone 'accidentally' shot the console he was working on, causing a chain reaction that collapsed the chamber and sucked him in anyways.

Which was what happened, obviously. Not that he knew that it would happen until after the deed was done.

Not to Mercer, though. No, he was probably out there, looking for some other sucker that was stupid enough to accept a mission like this despite eating scientists, philosophers, and other 'smart' people, then threatening to rip their face off and eat it if they don't go.

Oh, right, Mercer was still scary as all hell, and could kill him in seconds... yeah, now he remembered why he took his chances with the black hole.

*****

Now, odds are that a random hole in the fabric of space-time will lead to either the desolate loneliness of deep space, or some other phenomena that require enormous essays to properly convey just how hostile they are to life...

However, not only there are methods to alter the odds, those odds require events on both sides of the equation. That is to say, just because one side didn't bother to chose a target, that doesn't mean the other side can't graciously offer a destination.

Things happen. An ancient, powerful binding is opened by the stars moving of their own volition... an imprisoned king driven mad by powers he was not ready to wield trashes against his restraints, furious that he could feel another's cage weakening... a being that decided friendship and harmony 'weren't his thing' laughed...

It caused small cracks to open in a gate that was supposed to be a one-way journey.

And acted as a magnet for a certain kind of spatial anomalies.

*****

It was painful.

Very much so... he had no doubt that a normal human would have been killed; rendered a homogeneous paste from the forces involved. He woke to this pain, only feeling how an arm clicked back in place and made the pain flare back up for a moment. Taking a moment, he noticed that he was surrounded by upturned dirt.

'Why? What would cause - oh, it's a crater. Aw hell.'

His appearance was an effort in being nondescript - dark brown hair, brown eyes, moderately tanned skin and soft features. Nothing too sharp or angular, just moderately lean. Anyone could see him and get him confused with ten other men. Sometimes he wore a white hoodie, others a plain shirt, glasses on occasion... all trying to look as plain and bland as possible, but always trying to be different from the last time.

Old habits die hard, so he drew a sharp breath and surveyed the crater.

'Landing could have been better.'

Calling the thing a 'black hole generator' was just convenience - it caused a bend in space time and blah blah blah - it's a glorified, hi-tech slingshot that drew in things, placed a lot of pressure on them, then shot them through the hole to God-knows where. Apparently it was to be used as a last resort against Mercer, but it was only completed recently.

Time to take stock of the surroundings.

A forest, by the look of it... but a forest where? The soldiers in him squashed any panic before it even had the chance to manifest; not that he had enough emotion to spare for panic anyways. The floor was obscured by mist and the trees almost gave the impression of someone twisting in agony, skeletal limbs reaching for the sky in search of release... or extending to their fellows, seeking to drag them down. Eerie, but not that unsettling for the viral being - New York was worse anyways.

Still, it was nighttime, and those outdoorsmen had the convenient ability to recognize...

The hell? He could see Orion, though the legs looked funny, and both Canis constellations... but some were outside of their place, some were barely recognizable and other stars didn't match any constellations he knew of altogether.

Some strange cries took his attention, followed by strange-sounding blasts and a roar.

Looks like something is out for a hunt... a crooked smile appeared on his face; the thrill of a fight being one of the few shreds he still displayed. He pulled his white hood back up, slowly shifting his arm into a blade and sneaking towards the sounds.

Is... what the... forget it. If that was indeed a thing with the head of a lion, of a goat, a tail with a snake's head, and with the ability to breathe fire, he could only call it a chimera. How was it that the thing had managed to not start a forest fire was a wonder; that... chimera was fighting some black, insect-like creatures that fired some green blasts at it - one of them at least, given that the others...

Ouch. The paw of the beast met the last one standing, slashing its chest and sending it crashing into a tree.

Lots of opportunities tonight, but if he didn't do something now, the creatures would die before he consumed them or the chimera would eat them first, so sadly he would not be able to draw out the fight. He chose to 'liberate' an arm from the beast while its back was turned, for starters, then, as his prey writhed in pain, he pierced its ribcage and twisted, then jerked his bladed arm away, blood splattering everywhere as he tore it open. It felt warm.

Not wasting any time, he slashed both of its necks and became a mass of tendrils to take his prize - including the lost limb. Absorbing the creature's memories... wait, what? Is this for real? He held back the wave of power, lest he finish off the creatures that miraculously clung to life.

He had to be sure. There was no way. This could only be a joke.

He walked over to the one that looked the worst. According to the memory of the beast, this was the first victim, caught by surprise when the chimera awakened suddenly and lashed out; the creature was burnt to a crisp, gasping desperately for air that its cooked airways could not provide in a satisfactory manner. He consumed it- her. It burned; this 'magic' was literally burning itself into his system as the tendrils made him shrink down to the female's original size. The memories were transferred a mere second later, and her new eyes widened as she changed back.

'Interesting. Dare I say... exhilarating.' He ignored the pain, which subsided quickly anyways; he was panting in exertion, having done everything he could to hold back yet another pressure wave; the information was more valuable than anything else.

He began to laugh.

He was honest-to-goodness laughing; it was a borderline psychotic laugh, but it was laughter all the same - the most emotion he had displayed in years.

He ate another one; another female, that had her legs bit off and was losing consciousness. Yes... yes!

The only male in the group, the one to fall last, managed to get his ribs smashed and his lungs pierced.

The last one was simply knocked against a tree really, really hard. She was waking up, stirring. Nothing personal, but if they truly had a mission like that he could not have any stragglers running about.

He sat down, reviewing all this information.

Names, locations, events... the scientists in him cried out at the idea of magic and eating 'love', but the more pragmatic side of him saw opportunities; he himself was a shapechanging being created via infection by a super-zombie super-virus that ate brains to get memories, so he wasn't one to talk. Ponies, earth, pegasus, unicorn... changelings. Griffins. Manipulating the weather. Spells. Conflict between the ponies and the griffins. Opportunity. Infiltration. A queen.

That was interesting. This queen managed to get on the wrong side of other queens like her, and had to set her hunting grounds elsewhere. Equestria... not the most imaginative name for a land of talking ponies, but what the hell. Cities, Canterlot, Fillydelphia, Manehattan (again, what the hell). Infiltration skills, languages, shapeshifting at will. Knowledge of other countries, and the current state of affairs; tension.

These 'changelings' were waiting, ready to pounce on them and reap all the spoils, regardless of who 'won'. Idiotic plan, since the changelings needed positive emotions, and being conquerors wouldn't work to put them in anypon- anyone's good graces; the alternate method they had thought up was just insane and, simply put, not worth it.

Still, the second he saw the memory of the male changeling shapeshifting into a female pony to work at a brothel for some quick refill, he pushed it away. He could still 'feel' the stuff... love, lust, kindness, filling him with power - an echo, of course, but the sensation was intoxicating nonetheless. These things apparently needed it to use their abilities, feed their 'consciousness', and reproduce - his own body and mind didn't need it, though, so it would all go to power.

The group had the mission to spy on a small village not too far from the forest called 'Ponyville' in the native language (included in the memories, which was a relief in many ways, because if he heard tiny pastel horses speaking perfect English he would have to wonder if he was hallucinating in his last moments after being creamed by the device). The perfect excuse was at ha-hoof: The Summer Sun Celebration - 'we just want to see the princess, and this looks like a nice place to settle anyways'.

The memories included plenty of info on this 'princess Celestia' character, since she was the head of the fu-friggin' country and a super-powered magic user, but he could see that the tales of her 'wrath' and 'cruelty' towards changelings were the product of indoctrination to scare them against defecting to Equestria.

This 'Chrysalis' was a nasty piece of work. One of the females, a cerulean blue changeling, came from a different 'hive' with a different opinion of Celestia, but was swayed by Chrysalis into joining her side. Chrysy also ordered her subjects shave their manes and tails as a symbol... what an ego.

He wanted to scoff at the idea of moving the sun and the moon, but there was no denying the power of the memory. A previous year, a plaza full of elegantly dressed ponies (seriously, what the hell), and a tall, white pony with both wings and a horn, radiating awe-inspiring power. He knew he was no match. Could he consume her DNA? Would he be able to pass by undetected in a country with such a ruler? The abilities the changelings had said 'yes'... hey, he had his own abilities, and with these new ones...

He was the ultimate shapeshifter.

It brought a smile to his face.

No Mercer, no Blackwatch, no viral detectors, no chemical weapons, no thermobaric tanks, no nukes, not a single soul aware of what he is or what he can do. There were only a handful of individuals that had access to both the exceptional power and the dangerous kind of spells to do anything to kill him, and they didn't know he existed. He had the ability to vanish forever whenever he desired.

His smile widened.

He needed a change of scenery, anyways. Apparently, this world had entire countries made of clouds... that made him curious.

The philosophers said this could be a new start, this could be the thing he needed to stop being such an empty shell.

Bah, what did they know? He could fake it well enough, no? And with a group tasked for infiltration recently absorbed, he had all he needed to pass for a pony.

He was enveloped by tendrils, crying out in pain as he felt the magic once more; after consuming the others, the increase itself was small, both to 'pressure' and 'reserves', but he had yet to adapt fully. Something about the forms was more 'conductive' about the abilities, and being a changeling made the magic stand out more than as a human.

Shifting into the male changeling... huh, fu-freaking awkward having his jewels hang like that... He changed into the blue female.

Marginally better. This body even felt slightly nimbler than the others. Alright, she shifted a little additional biomass to form a white hoodie around her form. She could have just used the changeling's abilities, but this felt... secure, reassuring in an odd way. Might be the fact that it was bulletproof, even if she herself was to start with. Could also be that being completely naked felt odd in her head, carapace or no, coat or no.

Alright... appearance... unless specifically trained, changelings were limited to things with a roughly similar shape; disguising as a foal was possible and easy, trying to be bigger got progressively harder; griffins were out for her, since not only she didn't have any griffin DNA, none of the changelings she had eaten had trained for that race. She'd have to play with the disguise feature later.

Hmm... figure out right biomass distribution to practice flying, then spells-no, figure out the non-spell uses of magic first, then practice spells, experiment with disguises... travel the world. Good! Bit of a vague plan of action, but it was a start. Figuring out supplies, stops and other details would have to wait; she had an identity to make (as opposed to steal, which was a hazard).

Short, straight mane that didn't pass the nape of her neck, blue color, with a cerulean stripe. Apparently, short tails are 'in' this season. Blue eyes, not too round though, a little bit on the sultry side; she might not be flirty, but she sure as hell wasn't the cutesy innocent type. Pale yellow coat... Hmm, unicorn for now, since the spells sounded like a huge bonus. Oh! Cutie mark... the concept behind those was weird; who or what decided those? Bah, as a changeling, she didn't need to speculate, nor she needed to wrack her brains figuring out what she was good at: A green domino mask - the pointy, feminine design, of course- to signify acting (she figured it would be best to go for a talent she could actually show and that kept outright lies to a minimum).

Name... Forest Riddle. Ta-dah!

OK. Isolate the magic, redirect the unused flow to the horn to better match unicorn ability and avoid suspicion; allow the coat of innate magics to cover the changeling traces. Let the fire-like light wash over her form...

A soft breeze tickled her lips, and not the ones on her face. Screw fashionable, she'd have a longer tail! And a green skirt for good measure - also made of biomass, naturally. Sure, if she didn't want to sit on it, it wouldn't cover her rear, but she wanted something da-dang it!

Also, absorbing memories from people who swear a lot apparently doesn't override maternal-induced compunction to avoid swearing.

Shoot, it was summertime, right? She'd look weird in a- an exercise outfit! She'd be able to keep the hood! A few modifications were in order, though.

In any case, now she had a town to find. She just hoped that she wouldn't have to get too close to this 'Celestia' character. If she could go without meeting her at all, all the better.

*****

"So, you're here." Celestia said, calmly if slightly tiredly.

"No greetings, dear sister?" The other voice dripped like honey, though laced with a hint of venom. "And here I thought you had another grand speech for our confrontation, or that you would deign to look me in the eyes before our battle."

Celestia hung her head, not looking away from the papers on her desk, but not paying attention to them either. She sighed and looked around to the small office she was granted use of in Ponyville's town hall. She shook her head and sighed again.

"I won't fight you." She stated, placing her tiara on the desk with her hooves rather than magic. Having done that, she slowly turned around to face the black-coated mare that had materialized at the door.

"Oh? Why not, sister?" Said intruder could not suppress a small rustling of her wings, displaying genuine curiosity.

"I am not insane." Celestia, her own wings slumping as she removed her golden ornaments, locked eyes with her opposite; sad and tired magenta eyes meeting scowling feline cyan eyes. "I made the mistake of fighting you before, and look at the results; I am not going to try the same thing as before and hope that everything miraculously turns out differently. No, if being a princess has taught me anything, is that there is only so far one can go for their country, that you cannot deny yourself as much as you'd like before it harms more than it would help; I am sick of pointless sacrifice."

"Hmm. You want to have your cake and eat it." Nightmare Moon smirked, her smoky mane of night and stars brushed Celestia's side. "That is a great deal of effort, sister... are you sure that you have given this enough thought? Are you sure that you want to surrender? The last time we saw each other you were rather adamant in denying me."

"Abdication is never ideal." Celestia shook her head, ignoring the sharp black horn weaving around her head and neck. "But in the face of something you cannot simply defeat, conceding ground can supply the only remaining advantage." Nightmare moon snorted at that.

"Dear sister, if you do not want to fight, being the only one able to match me, then there is no advantage possible for you." She caressed Celestia's cheek one last time before turning, leaving the rosy white mare sitting alone in a tiny study. "I need to prepare for my entrance. See you later, Celestia."

Celestia knew better, however. Even as she laid down, sniffling and without the weight of golden regalia, she never forgot. The final hope for victory lies in patience and planning. She had found that filly... her raw magical attributes were simply the greatest she had ever seen, and her heart's capacity for love was so inspiring, so incredible, that Celestia doubted the little filly even understood it herself.

It was unfortunate, then, that the students in her school, and even her own staff, were such a jealous bunch that their taunts and pressure on the filly... that they caused her to eschew friendships altogether as 'distractions from studies' or 'pointless' or simply because she tired of false friends. Celestia had been rather upset... no, she was outright furious that the teachers would mistreat her student, that they would contest her choice to bring her in, that they would call a little filly worthless and unworthy when it was their fault she failed when tested on material that students five years her seniors had trouble with.

She reminded them who the headmistress truly is, and who has the final say, and that there is a procedure that cannot simply be ignored on a whim 'just because'.

They had got to witness something that had not happened in slightly over four hundred years.

They had managed to make Celestia, princess of the sun, most powerful pony in the world... angry.

And now, she could only hope that her young student would be able to see the wonders that lie inside her own heart. All she had to do was stay away from such intense studies...

Not too far away, a hooded mare followed the crowd to find the town hall. After all, 'I want to see the princess raise the sun' was the perfect excuse to be a new arrival in town.

Author's Note

Inspired by Oskar Osäker: True Omnivore, if you can't tell already. And making a reference to Assassin's Creed, then switching to Prototype, was deliberate. Not that I have actually played either game, but given the sheer amount of crossover fics for series/games I do have seen/played, I know nearly everything save for physical descriptions (Google image search was made for that purpose, however).

Yes, there are going to be psychological repercussions to having consumed changelings, I'm getting there.

I'd like to see more fics that start at or before the start of the series and change things, however slightly, instead of just setting things up for the series to take over.

And yes, there is a reason for having Nightmare speak like that, the same way it happened in the first two episodes, instead of 'retconning' in traditional speech patterns.

And I think it's unnecessary, but I'd like to say 'Celestia is best pony' (though my list of 'best pony' is larger than 1).

Chapter 2

The air vibrated with excitement.

She felt it... and it was not entirely unpleasant, to tell the truth. She had to change her cutie mark to a blue mask, thankfully remembering that she was a blue changeling instead of a green one in time, and could finally ease her shoulders. Forest kinda wanted to see this princess, though from afar, and-

Wait, there was one 'cold' feeling in the middle of all the 'electric' feeling of the place. According to the stolen memories that particular type of cold was 'dread', fear of knowing or things yet to come. Forest spied a lavender unicorn, with a purple mane stripped with pink and softer purple, fidgeting and stealing glances all around.

She was anxious.

She did not need changeling magic to know - the unicorn's body language was all over the place. Her breath was slow at times, then sped up after a small tremor coursed her body, before a slight hardening of her features steeled her resolve and brought her breath under control again.

Forest drew in her 'borrowed' experiences and found something, a focusing exercise to tell more about a target's state of being, at the expense of not being able to read anypony else too clearly. Kind of a risky move when in hostile territory where broadness could help detect ill intent, but this place was so utterly nonthreatening that whatever had this unicorn filly feeling such palpable fear in spite of all the happiness around them had priority.

Just because you don't know something that doesn't mean that it can't kill you, after all.

Find target. Focus. Desire to know. Ease away own tension. Allow the rest of the world to melt away.

Dread. She was, without a doubt, dreading the events to come... she could simply be like her and be not too keen on meeting the princess, but that thought was discarded quickly. There was an undercurrent of... readiness? Was that the word? This mare was preparing herself to act, though what kind of action she would take was impossible to determine.

"Fillies and gentlecolts, as mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" A grey-maned, tan-coated mare with glasses spoke, causing the crowd to cheer.

And the unicorn to tense in anticipation. Whatever it was that had her in that state, it would either happen, or not happen, in a few seconds. Forest decided to move closer, if only to see the face of her target better.

"In just a few moments, our town will witness the magic of the sunrise, and celebrate this, the longest day of the year! And now, it is my great honor to introduce to you the ruler of our land, the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria..."

The intensity of the unicorn's anxiety doubled, making Forest tense slightly as well. This mildly surprised her, since the emotion certainly wasn't hers.

"...Princess Celestia!" The mayor called, birds sang, the curtains opened and the stage was empty.

"This can't be good." The dread and fear increased, drowning out the mare's previous determination for a second.

Then every single pony began to feel fear.

Now, being a herd race, there were some instincts involved in the spread of the emotion, and with some magical connection both among them and the land, the feelings reinforced each other. The explanation was incomplete and somewhat crude, but was functional enough for Forest to understand the reason behind the feeling that had just slammed into her mind with enough force to make her flinch and shiver.

As the mayor attempted to prevent panic, Forest understood that her situation had just saddled her with a very unique, hard-to-control problem.

She had zero training as an empath.

Sure, there were memories of how to deal with surges of emotion like that one, and constant exposure... the problem was that it must be individualized. Human soldier training helped kick it back, dozens of different exercises wrestled control away from external sources, and yet , given humanity's lack of magic, it could not prevent the feelings from at the least making an impact. Even though magic training made isolating herself among the storm of emotions possible, she could not prevent the initial strike. She had to find her own center by herself, and find a way to 'balance' it and 'brace it' to reduce the changeling's natural empathy to mere knowledge of the state of affairs.

None of the changelings she had consumed had her kind of personality. She couldn't use their experiences.

If her hooded tracksuit had not hid her eyes from the curious glances of ponies, they would have seen the wide eyes of somepony faced with a problem she was not prepared to deal with.

A sudden spike of rage cut through the air, with... with two distinct undercurrents of regret and sorrow. The place where Celestia was supposed to be revealed filled with a deep purple mist, and a pony appeared. She focused first on the differences with Celestia; her mane shifted like a cloud or haze, rather than ripple as if underwater; her coat was black, and seemed to almost glow with a faint purple aura of magic; her wings, comparing them to Celestia's, were almost the same size; her eyes were slitted like a cat's.

"Oh no... Nightmare Moon!" The unicorn she had focused on before being so disrupted by the waves of fear seemed to know, and the pony's own fear increased.

Forest tried again to focus, only now she did so on the black mare.

Their gazes crossed for only a second as Nightmare Moon surveyed the crowd, and Forest could feel the anger, the envy, the despair... and two feels of regret and sorrow. One of them diffused and vague, the memories helpfully compared it to somepony who was unaware of their own feelings.

"Oh, my beloved subjects. It's been so long since I've seen your precious, little sun-loving faces." The armored mare, Nightmare Moon, spoke with a small amount of disdain... but that was it. It tried to sound harsh, but the regrets combined were too close to the contempt for it to show more.

"What did you do with our Princess?!" A pegasus mare was filled with indignation and tried - very stupidly, Forest would add - to rush the stage. Thankfully, she was stopped by a more cautious earth pony.

"Why, am I not royal enough for you? Don't you know who I am?" Annoyance, tinted with amusement. The regret from both sources exploded so much that it was strange that the black mare remained oblivious

A pink mare with absolutely zero regard for the severity of the situation 'helpfully' tried to guess, before being interrupted by the same savvy mare from before shoving food in her mouth.

"Does my crown no longer count now that I have been imprisoned for a thousand years? Did you not recall the legend? Did you not see the signs?" Anger... and sorrow? Despair? The fake changeling could not understand why (or how) would Nightmare Moon feel disappointment and despair while sounding annoyed. The white unicorn that she flicked with her magical mane, though, felt terror for a moment, but could surprisingly hide it from her features despite how close it was to become mind-numbing.

The fake unicorn could not make heads or tails of the situation.

"I did." The pony from before spoke, unwilling to show fear. "And I know who you are. You're the Mare in the Moon – Nightmare Moon!" The ponies around gave incredulous gasps, breaking out of fear's hypnosis; the tense silence gave way to murmuring.

'Wait, The Nightmare Moon? Like the tale?' 'As in the Nightmare Moon of Nightmare Night? This can't be real!'

"Well, well, well, somepony who remembers me." Amusement, and hope? Relief? The anger receded a little, but then both the unconscious and the conscious feelings turned to dread. What the hell? "Then you also know why I'm here."

"You're here to... to..." The unicorn's bravado evaporated, and she gulped audibly. Not an encouraging sign, Forest thought.

The mare of darkness chuckled. "Remember this day, little ponies, for it was your last. From this moment forth, the night. Will last. Forever!" She laughed externally, but internally felt soul-crushing despair. Her magic lashed wildly in her mirth, and caused thunder to roar.

As soon as Forest rid herself of the shiver of fear that tried to assault her brain from the outside, she gritted her teeth in annoyance.

'I've been walking the world for a few hours, and now it's in mortal peril!? What the hell?!' Even she would have found her situation alarming, but the strange inconsistencies in Nightmare Moon's feelings gave her pause.

"Seize her!" The mayor shouted and pointed. "Only she knows where the Princess is!"

'Seriously?' Forest rolled her eyes under her hood as the pegasus guards took flight. 'I've only known her for like five minutes and I can already tell that the result is going to be...'

"Stand back, you fools!" The sheer rage nearly obscured everything, and Forest actually let out a feral growl as lightning struck the guards, throwing them away even with their innate resistance to elements found in weather.

'... that.' She sighed, free of the anger, while Nightmare Moon laughed despite the inner pain and turned to mist, flying away. Were they stupid? She was a Blacklight being, and even then she could feel that picking a fight with Nightmare Moon was likely going to end poorly; she might be challenged if Forest fought, given the regret undercutting her actions, but even that handicap could run out at any moment and send the enemy into a frenzy.

The purple pony she had been keeping tabs on finally settled on an emotion. A resolve like steel. Forest figured she had to know something, and followed after her when she galloped away.

The rainbow pegasus from before broke free of the earth pony's hold and tried to follow Nightmare, but lost her amorphous form due to the night sky. Then her eyes fell on two ponies at full gallop.

Author's Note

The events and developments of this episodes are too significant for me to skip too much, but don't worry, this is just because it's such a plot-significant two-parter.

Chapter 3

"Why are you following me?"

"I'd like to travel the world, and I'd rather not find wilted plants and a frozen wasteland everywhere I go." Forest deadpanned.

"She's got a point there, Twilight." The dragon riding the unicorn, apparently named Twilight, said before yawning.

"Spike, you should rest; I'll handle it." Twilight exuded motherly concern for this 'Spike', and Forest raised an eyebrow as Twilight quickly made her way into the library.

A library and a house inside a tree, a house-tree. 'Not sure if ironic, or just punny.'

She looked over the layout as Twilight took Spike to a more private room.

"We need to find something!" Twilight hissed as she made her way back, levitating books all around and tossing them away. "Elements, elements, elements... Ugh!" Forest stood next to her, about to ask what had her so worked up. "How can I stop Nightmare Moon without the Elements of Harmony?"

The idiot pegasus from before chose that moment to break in and fly right into their faces.

"And just what are the Elements of Harmony? And how did you know about Nightmare Moon, huh? Are you a spy?" Her accusatory tone and sheer situational blindness was too much stupid for Forest to handle sitting down, and gave her a light push back.

A light push that sent her three meters into the air, of course.

"Simmer down, Sally." The sensible mare from before pulled the other down before she rushed Forest. Not that it would work or anything. "She ain't no spy. But she sure knows what's going on. Don't you, Twilight?"

Twilight sighed, and began to pace.

"I read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her, but I don't know what they are, where to find them; I don't even know what they do!"

"Well, that's useful." Forest deadpanned.

"'The Elements of Harmony: A Reference Guide'." The oblivious pink pony from before found the book, then was promply tackled away by Twilight.

"How did you find that?!"

"It was under 'E'!" She sing-songed, bouncing while full of happiness. Her emotions were so intense, that were it not for the other five diluting them with theirs, Forest was unsure if she would be able to resist twitching.

"Oh." Twilight looked embarrassed, but just proceeded with the book. "There are six Elements of Harmony, but only five are known: Kindness, Laughter, Generosity, Honesty and Loyalty. The sixth is a complete mystery. It is said the last known location of the five elements was in the ancient castle of the royal pony sisters. It is located in what is now..." Twilight trailed off, and began to worry.

She shook it off, though. "Well, in any case... thank you for your concern! I'll take it from here." Twilight said, but even the bouncing mare could tell that she was nervous.

The next few minutes were a headache-inducing blur of constant chattering, at least from Forest's perspective, as they made their way across town. The stubborn, thick-headed ponies of the group kept trying to get Twilight to acknowledge them as her friends and tell them just where the castle was supposed to be... well, there were lightning-fast introductions involved, and Forest learned the names of the mares that she figured would need her help.

Pinkie, Rainbow and -surprisingly- Applejack were liable to end up dead by attempting something stupid, or due to not recognizing when something is stupid. This discovery about Applejack only took letting her speak before it was obvious that, while she could be sensible, she was way too stubborn and way too proud.

'Knocking yourself unconscious by accident just because of a dare to prove you're not chicken is not something to take pride in.' Forest stared flatly at the mare, who beamed with pride, chest projected outwards, as she spoke about how she had 'shown 'em bravery'.

Pinkie and Rainbow tried to extract information from Twilight, but a glare made Rainbow shut her mouth. Forest was glad that Pinkie had found Twilight's secret more interesting than her.

"Darling..." Right, the fashionista was speaking to her. "Why would you wear such a..."

Noticing she was eyeing her hood with distaste, Forest fastened the mask of the persona she had constructed.

"My dear Rarity, I am an actress." She flicked her head, tossing back the hood and looking at the fabulous unicorn. "I must exercise constantly to keep my figure."

A sweet tone, a knowing glance and a soft, barely-above-a-smirk smile and she had Rarity agreeing wholeheartedly.

"Oh, most definitely true, darling!" She nodded. "I would like to offer a complete overhaul of your wardrobe - nono, I insist." And now Forest mentally face-palmed, but managed to smile a little bit wider.

"Thank you."

"Alright, you want to know? It's here." Twilight spoke up, and Forest was relieved to have a distraction from Rarity.

"The Everfree Forest?!" They cried out.

The Blacklight among them could understand their trepidation when faced with the dark, foreboding entrance to the forest. Not thirty minutes in, she had found a chimera! The far... squishier ponies had every reason to worry. Though getting shivers pushed on to her annoyed her.

Still, sensory abilities like the viral sonar and thermal vision, indispensable when surviving in an infested city, would do nicely to keep the group alive. Or Twilight, since the others are rather scared and might-

"Whee! Let's go!" Save for Pinkie, who was bouncing towards the forest before Twilight interrupted her.

"Not so fast. Look, I appreciate the offer, but I'd really rather do this on my own." Though she was moderately afraid of the forest, Twilight seemed more afraid of letting others get hurt. What a noble sentiment.

"No can do, sugarcube." Applejack let out a burst of loyalty, laced with concern, utterly devoid of pride - well, the ugly part of pride. "We sure ain't lettin' any friend of ours go into that creepy place alone. We're stickin' to you like caramel on a candy apple."

Everypony agreed, feeling strong camaraderie. Useful and reassuring, since ponies were tougher than it would appear at first glance, had she been oblivious to the world.

"Especially if there's candy apples in there." Both Twilight and Forest stared at Pinkie. "What? Those things are good."

Twilight sighed, but smiled. She was glad...

"Let's go Twilight." Forest said, smiling. "Better not keep your friends waiting."

"Why are you doing this?"

"Why is Fluttershy doing this?" Forest asked back, careful to not let the group hear. "I figured that these 'Elements' of yours were the best shot we had."

"Besides, with Pinkie in our merry group, you are going to need all the help you can get." She pulled her hood back up, and began to scan the surroundings. When asleep, it takes specific focus on the target to read their emotions, since they are directed inwards - towards the subject of the dreams... explaining why the changelings were ambushed so easily despite having no trouble avoiding the usual nocturnal predators.

Her viral abilities would take care of that.

"Ha!" Dash scoffed, flying above their heads and backwards. "What can you do?"

Kill and consume a chimera in ten seconds flat, for starters. Turn Ponyville into Ponyville Zero, should she suddenly go insane.

"I will have you know..." Forest said, imitating Rarity's usual hoof movements. "That I have a particular affinity for emotions and their detection; reading the audience is the crux of the showpony business. As such, I should warn you that there is a very irritated snake woken up from its nap in the tree you are about to crash into."

Indeed, Dash banged her head on the tree, and hissing could be heard.

Fluttershy surprised her by flying up to the branches where the snake rested and cooed to it. The snake was very irritated.

'Must be from waiting for sunrise to sunbath in peace. And Fluttershy proves she has an animal handler talent.'

"I never thought there would be a day I would willingly come here, or at all." Rarity said, shivering.

The others agreed.

"So, none of you have been in here before?"

Wait a second... that feels familiar.

"Ugh, Heavens no! Just look at it - it's dreadful." Rarity grimaced.

"And it ain't natural. Folk say it don't work the same as Equestria." Applejack was looking everywhere, wary of surprises.

Something moving fast, but kind of 'incomplete'.

"What's that supposed to mean?" Forest asked, not quite sure of what they were talking about; beyond ugly trees and beasts of myth, it appeared to work as any forest... back... home... where weather is untamed and nature runs her own show...

"Nopony knows." Dash came from out of the shadows, making Rarity and Fluttershy tremble with her spooky voice. "You know why?"

"Rainbow, quit it." Applejack's words barely registered over Forest's desire to single out the feeling from the 'background noise'.

"'Cause every pony who's ever come in...."

That's rage coming in!

"Has Never. Come. OUT."

"LOOK OUT!" She jumped back as the cliff crumbled underneath their hooves, sending the others on a slide towards a sharp drop. The rage was crushed under regret and despair enough that Forest's knees gave out when she landed, drastically reducing the time she had to act.

"Fluttershy! Quick!"

"Oh my goodness, oh my goodness."

The amiability directed specifically towards her was enough to store the power needed to pull one pony - Fluttershy managed to get Rarity, while Dash got Pinkie out of trouble... she cast out her magic, a tendril of azure energy that caught one of Applejack's forelegs. She felt the pull - an adult pony had enough passive magical resistance, even untrained, to feel many times heavier than an inanimate object of the same mass, so she tried to mitigate it by choosing a smaller area of effect. Applejack relaxed, trusting her magic, and the weight became lesser.

Twilight barely held on to the crumbling cliff, and Applejack turned to look at Forest and nod.

"Hold on! I'm a-comin'!"

Carefully letting her slide closer, the distance aggravating the strain on her simple levitation spell, Forest shifted her weight. Why couldn't the changelings have trained in the wonders of self-levitation? That would make getting a good grasp of another pony much easier! She was Blacklight d-dang it! Holding a single pony shouldn't make her grit her teeth from the strain!

Releasing Applejack so that she may take Twilight's hooves on her own, she took a moment to regain her bearings.

"Applejack! What do I do?" The poor girl was terrified, but a quick pulse revealed that her best move...

"Let go."

"Are you crazy?!"

"No I ain't. I promise you'll be safe."

"That's not true!" The poor pony was on the verge of tears.

"Now listen here. What I'm sayin' to you is the honest truth. Let go, and you'll be safe." The sheer confidence that Applejack projected was enough to convince Twilight, and, with a scream, she fell down.

Only to be caught easily by the pair of pegasi that had followed; smart, having Twilight trust her instead of the braggart and the cowardly lion (credit where it's due, Fluttershy is more scared for her friends than the forest).

Flying close to sharp corners was a big no-no of flight safety, because, as awesome a pegasus's spatial awareness might be, eyesight was still needed to avoid getting confused and get a wing to clip the corner. Unless they manage to get some sort of ability to sense wind currents or the like. The briefing was short on that regard, only saying that some rather exemplary pegasi didn't need eyes to tell what happened around them and could fly blindfolded through harsh weather in an unfamiliar course and not miss anything - Elite guards having that ability won't be fooled by plain invisibility. There were also rumors about echolocation, but such a rare pony 'disappearing' might cause an investigation, so she'd have to make do with consumed bats and such.

As for her own descent, one of the changelings had an invisibility spell. A quick cast through her remaining energy, and a quick shift to retract her horn and make wings appear... muting the horn's magic circulation system and reinforcing the wings'... a shift in biomass and a jump!

The impact, though not producing a crater this time, jarred the invisibility spell's... matrix or something (jeez these guys needed to pay more attention to the technical stuff), in any case, it broke and she was visible again, and just in time - she could feel the strange presence of Nightmare Moon coming from the front. A fraction, a tiny piece, like just before the collapse - it had enough consciousness to register, but lacked the sheer, overwhelming power of the full personality.

She was drained, so shifting would have to wait a little... but foresight was a blessing, since her loose clothes hid her wings and lack of horn.

Applejack was very grateful for the assist, and the warm feelings coming from her restored her energy for an adjustment to her disguise; she just had to wait for the right distraction. All the while, Rainbow was gloating, again, and Twilight seemed to share her opinion; Dash was being very annoying. Tracking the piece of Nightmare revealed...

"Incoming!" She yelled and pointed, a roar breaking the peace of the forest.

"A manticore!"

As Rarity bucked the manticore in the face (girl was brave, no denying that), the tracksuit blocked the bluish light of her disappearing wings, and the blue light in the middle of her forehead could be taken as a spell being cast.

Curious, the manticore was angry, but the piece of Nightmare felt like it was coming from its paw...

Fluttershy tried to get their attention, but they were too busy aggravating the manticore to hear her.

Forest rolled her eyes yet again, but figured it would be better to see what kind of idea the meek pegasus had. They might not be too comfortable around her if she caved in the beasts skull, so discretion it was. Taking a deep breath...

"WAAAAAIT!" Fluttershy and Forest yelled at the same time, cutting in in front of their charge. Forest was, obviously, much, much louder, and even the manticore cringed despite Forest facing away.

Then Fluttershy tamed the manticore - heck, it was close to charming him without magic. That would be an useful spell, but the tells made sustaining it a risk to her identity.

Oh well, safe passage, and nopony had to see the brutality Forest Benedict Riddle was capable of.

"I didn't." Fluttershy spoke with Twilight, as the others kept going. "Sometimes we all just need to be shown a little kindness."

Twilight felt a... something fuzzy and warm.

There was a feeling of rage and relief, coming from the shard.

Forest allowed the others to keep going on ahead, calling Twilight's attention.

"Twilight." She whispered. "I noticed something off."

She couldn't just spill everything, but she could very well inform her that they were being sabotaged... and half-heartedly, at that. Or maybe she should keep that part to herself?

Chapter 4

"Are you sure?" Twilight whispered.

"It's very distinct; if she's been away for a thousand years and thinks that eternal night is a good idea, she might just be too insane for me to read properly, but in this case that turns into an advantage." Forest was glad that Twilight had been too distracted to see when the Manticore gave her ample space to walk...

She knew it must be that, on an instinctual level, animals could tell what she was without the protective coat of 'appeasing' magic of the changelings. Maybe it was a combination, for changelings leaned more towards being a predator species than ponies, and being infected with Blacklight certainly didn't lower her place in the food chain. She was slowly restoring her reserves, though, and that problem shouldn't come up again for a while. Hmm... better pay close attention to that and build up stamina and reserves; a normal changeling would be in deep trouble in her position, and she didn't fancy feeling tired every time she wanted to use magic.

Things suddenly got very, very dark.

"I didn't mean that literally." Rarity said, continuing a conversation Forest wasn't privy to.

"That ancient ruin could be right in front of our faces and we wouldn't even know it." Twilight complained, but Forest's vision on poor light was better than theirs.

What happened next took her a few seconds to process. There were screams, and the sudden fright made her toss a viral sonar pulse in case she had missed something... but other than the huddling mares, neither her thermal vision nor the pulse revealed anything worthy of note. The light was more adequate now, and she cancelled the thermal... and then felt a wave of fear trying to push its way into her mind.

The trees had grotesque faces now, and were projecting an aura of fear to those who looked at them directly. Her enhanced vision had pierced the illusion, and now that it was inactive it tried to creep its way into her brain.

Trying to use magic wouldn't work well with her diminished reserves, and in any case, the highest level illusion-related spell she had was a mid-strength invisibility. She would be invisible while still, and at most an indistinct blur while moving - it could help against low level illusions, but this one was strong and already active.

She would have made herself a lifetime supply of toothpicks, but Pinkie... Pinkie was singing, and no matter how hard Forest tried to shut it out, she couldn't help but feel the corners of her mouth turn up.

'Ugh! Stupid infectious feelings! Stupid music from out of nowhere! What the hell?!' Now she understood the disparity of Nightmare Moon's actions and feelings a little bit better.

Her face was smiling on its own, and inside, she was berating herself for it; not as hard as she was for Pinkie's song actually working! Emotion-based magic could be overcome with will alone, and countering its effects with a cheery song was, loathe to admit it as she did, pure genius.

She found out that her help didn't seem to be needed for the trek. Other than noticing a depressed dandy of a serpent (he might just be metro, she thought), her contribution was limited to agreeing with Rarity - it endeared the guy to her, though. Arguing about the importance of appearance and its role on self-esteem and public image had even the demure Fluttershy nodding in agreement.

She took a piece of the discarded scale, hiding it in a pocket for later consumption - no sense in letting good matter go to waste after all.

She let them cross first, so that they wouldn't see her shifting back into a pegasus to lighten her body with their passive magic. She was far from full and as such still heavier than Applejack, but the serpent, face down in the river like that, wouldn't be able to tell he had a supposedly fit unicorn actress stomping harder than an earth pony farmer. She only changed back once safe at the other side and out of view, bringing up the rear.

Then came another revelation.

Rarity's tail was now so short, it didn't hide anything. Not truly a problem, but it appears that changelings make no distinctions, for her depleted magic system ached... according to the memories, it meant that a quick source of energy had been recognized. Lust and need was an easy route to take, but there were lectures about not being too dependent on a single pony, since feelings going one-way only would likely harm the victim.

Physically, there was little problem; Forest's control of her body was just as good as it had always been, and with the changeling's abilities, she could cry, blush, pale or sweat on demand and with any level of intensity desired... magically was a different story. Both magic and training said 'if you are running low, use lust' and gave a 'helpful' list of signs to recognize a... receptive target.

Signs which Rarity had inadvertently triggered. Sudden tail cut, the way she made it sway... now, Forest knew on an intellectual level that none of that was meant like that - heck, with the amount of care she puts on her tail, chances are that she's just getting used to its new length. The main issue was the way she moved her hips.

Still, it was nothing more than a tickle on her senses, a little pull on her eyes that made her glance towards Rarity a little. Big deal, she just had to walk closer to the front and get out of the line of sight. This type of instinctual magical feedback was nothing compared to the emotional feedback.

A minor problem would be that Rarity caught her peeking, most likely she had felt watched. Minor embarrassment but a little bit of pride? Shoot.

Forest picked up the pace, inwardly dreading what sort of thoughts Rarity would have.

"So... darling..." She began, whispering so that the others, engaged in their own conversations, would not listen in.

"Yes, Rarity?" She was calm and composed, her smirk that spoke of dignified self-control ever-present on her muzzle.

Inwardly, she just wanted to get it over with.

"Are you...?"

Da-dang this pony and her politeness. If she was going to tip-toe around the issue, she would have to be decisive enough for the both of them.

"Either, doesn't matter to me." A tiny half-truth was the perfect misdirection, with a modest blush to complete the effect. She'd rather avoid the topic, though.

"Ah..." Rarity blushed, and Forest had to suppress her responses.

Other than Twilight nearly falling off another cliff, there was little incident - it seemed all wild animals had fled the path.

'If I were to guess, they were able to feel Nightmare passing by and they ran for the hills.' After all, animals don't mess with things that are scarier than them.

Rainbow Dash faced a trio of fragments of Nightmare Moon, but, just as before, there was not much conviction on her side. Dash was too emotionally involved with the group to listen to them; when the fog cut off sight, Forest found out that it also blocked thermal signatures on top of sound. She stared impassively at the fog, mentally wondering if Nightmare Moon had any space in her rage-addled mind to realize how cliché her 'Tempting Offer' was - 'us or them'? Was she even paying attention to the group? Then again, something inside her didn't seem to want to win.

She idly wondered if she should have chosen a pegasus disguise... regardless, as always, she had to stick behind, not trusting the old thing to carry the whole group at once. She refused to cross until the others did.

Bah, it didn't seem like they needed her much anyways. Well, maybe if Nightmare showed up, there would be a need to do something.

Five round stones, strangely lukewarm, sat in the ground, waiting patiently for the spark that Twilight spoke of.

"Hmm... Kindness, laughter... do you think it means emotion-based magic?" Twilight pondered, before turning towards Forest.

'Me? Seriously? Ha!' "Perhaps, do you have something in mind?"

"Help me out over here."

"Come on now, y'all. They need to concentrate." Applejack said, and the others left the room.

"Uh... haven't they heard of the expression 'never split the party'?" Forest said as Twilight began to pour her magic into the stones, waiting for her to do the same.

Nightmare Moon was way too fast. Forest turned to see a tornado of magic sweep up the Elements, startling Twilight.

"Aah!"

"Twilight! Forest!" The other five burst into the chamber only to see both ponies jumping at the swirling magic.

"The Elements!"

And they were gone.

It was not her best idea, jumping into a spell powered by sheer rage... Forest growled as she helped Twilight to her hooves, a touch more roughly than intended, while Nightmare Moon laughed.

Twilight, not to be deterred, pawed at the ground and snorted; this filly had a plan. Forest decided to imitate her, save for the glow of magic on her horn.

"You're kidding. You're kidding, right?" Nightmare deadpanned.

Oh no, it was no joke. Forest had a feral grin on her face, her only genuine, intended smile in the whole trip.

As each side charged, Twilight teleported to the other side of the chamber, over by the Elements. Nightmare Moon was startled and raised her head, allowing Forest to put as much sudden acceleration as she could without tearing up the floor and slam into her target in a classic tackle.

It was not pleasant. Sure, the Nightmare was caught off-guard by a hit that crumpled cars like tin cans, tossing her away, but the mare had enough inner magic to actually take it! Forest thought she had hit something as heavy as herself!

"Just one spark. Come on, come on."

Twilight attempted to wake the Elements, and Forest put as much of her magic as she could, but Nightmare Moon teleported - the force of which threw Twilight away and startled Forest.

Twilight was so lucky, she was further away than Forest.

Nightmare Moon spat on her and, while she reared in surprise, Nightmare took the chance to hit her with her front hoof right in the barrel with a great deal of hate. Even as heavy as she was, Forest was sent sailing to the other side of the chamber, hitting a ruined column and breaking it apart, causing some of the castle to fall on top of her.

"Forest!"

"She hits like a fucking train!" She yelled, shakily getting the stone jabbing her stomach off of her... and she found out she couldn't get up; her body was shaking too much. Her body wasn't responding.

Earth pony magic. Nightmare Moon hit her with earth pony magic.

Her body could take the hits, but her recently-developed, frequently-abused, near-empty magic system couldn't. Her body was trying to respond the way it was used to, but there was more to the attack than just trying to cave her chest in - the magic empowering Nightmare Moon injured hers, and now it was at a loss at how to move now. She couldn't feel her magic, and there was a patch of chest that felt like a changeling's tougher body instead of the pliable coat she made for her pony identity.

And it all happened by accident. Nightmare Moon gave her a high-grade magic injury with a backhand strike.

She felt fear. Genuine fear for her life.

"You little foal! Thinking you could defeat me? Now you will never see your princess, or your sun! The night. Will last. Forever!" She didn't mean her laugh. Even as her hooves impacted the ground, sending a likely magical shock through the floor that broke the stones... inside, she was torn.

Twilight, for a moment, nearly gave up.

But she didn't.

Forest heard... something. Like a jolt of electricity jumping across two wires...

"You think you can destroy the Elements of Harmony just like that?" Twilight looked at Forest, who could do little else but shake, both from injury and fear. Twilight gave her a reassuring smile, and was glad she looked physically OK. "Well, you're wrong, because the spirits of The Elements of Harmony are right here."

The others appeared, and things got odd... Forest's body remembered that there was a time she didn't need magic to do anything, and she could stand, albeit trembling while doing so.

The shards of stone began to glow, and the air got strangely warm.

"Applejack, who reassured me when I was in doubt, represents the spirit of... Honesty!" In another situation, Forest would have made a snide comment about sounding like a Saturday morning cartoon, but she was much too relieved that Twilight could make the Elements work to do so.

"Fluttershy, who tamed the manticore with her compassion, represents the spirit of... Kindness!" Some more fragments flew towards the corresponding pony.

"Pinkie Pie, who banished fear by giggling in the face of danger, represents the spirit of... Laughter!" If Pinkie helped get rid of Nightmare Moon, Forest swore to Everything that she would do a better effort to actually get along with her, no matter how trying. She'd send souvenirs, help her bake, anything to not see Nightmare Moon again.

"Rarity, who calmed a sorrowful serpent with a meaningful gift represents the spirit of... Generosity!"

"And Rainbow Dash, who could not abandon her friends for her own heart's desire, represents the spirit of... Loyalty!"

"The spirits of these ponies got us through every challenge you threw at us." Twilight glared at Nightmare.

"You still don't have the sixth Element! The spark didn't work!" For all she looked scared, the feeling of hope came from Nightmare.

"But it did! A different kind of spark." She looked over at her friends, including Forest. "I felt it the very moment I realized how happy I was to hear you, to see you, how much I cared about you. The spark ignited inside me when I realized that you all... are my friends! You see, Nightmare Moon, when those Elements are ignited by the... the spark, that resides in the heart of us all, it creates the sixth element: the element of... Magic!"

Then Forest felt... well, it was many things. Nightmare Moon's emotions were chaotic and confusing.

The light of the Elements... it called out to her. The number of different sources of emotion was ridiculous, and it left her dazed from the overload. The power grew and grew. A rainbow, of all things, came from the six ponies and surrounded Nightmare Moon, while the delicious feeling of love and peace came in waves.

Idly, she wondered if this was the changeling equivalent of the cross between a bugzapper and a nuke. Not that she could outrun a tsunami of magical energy like that one.

The light washed over her, and all she could feel was a bit of pressure and how she appeared to be resting on her side.

Chapter 5

Everything felt perfect - her magic was back, her reserves were full, she was immensely relieved, and she felt happy.

Something wasn't right. She was never happy.

"We're alive." Forest stated, numbly.

Lying down, her 'clothes' looked just like more rubble, hiding her from view.

Happiness, joy all around. Her disguise was back in one piece, too.

"Oh, thank goodness." That was Rarity.

It seems they were just now noticing the jewels that the stones had turned into. And they were happy...

"Gee, Twilight! I thought you were just spoutin' a lot of hooey, but I reckon we really do represent the elements of friendship."

"Indeed you do." That voice, no matter how warm and full of pride it was, chilled her badly. She started to twitch and tremble, and she couldn't make herself stop.

"Princess Celestia!" The surprise, combined with her own, would have stopped a lesser heart. She closed her eyes as tightly as she could, and curled up on herself.

"Twilight Sparkle, my faithful student. I knew you could do it." Love warmth pride - No! That wasn't her! That was Celestia!

"But... you told me it was all an old pony tale." Confusion, hurt.

"I told you that you needed to make some friends, nothing more. I saw the signs of Nightmare Moon's return and I knew it was you who had the magic inside to defeat her, but you could not unleash it until you let true friendship into your heart. Now if only another will as well. Princess Luna!"

Regret, heavy, heavy regret. The hooves that landed on the stone sounded so heavy.

"It has been a thousand years since I have seen you like this. Time to put our differences behind us. We were meant to rule together, little sister." Pain, so much pain, carried because there was no option but to do so.

"Sister?!" The surprise was like getting struck by lightning, with this newfound sensitivity, and her face contorted as she was still trying to process the pain and regret.

"Will you accept my friendship?" Sadness regret hope happiness- Please, stop!

"I'm so sorry! I missed you so much, big sister!" The sheer joy was mixing with everything else and it was sickening! Too many things! Too little sense!

"I've missed you, too."

Pinkie began to cry in joy, and Forest gasped and bolted upright. Too many feelings!

"Forest! You're-! Forest?" Applejack spoke, at first glad, but quickly noticing the haunted look on her face.

Celestia turned to her, and their eyes met. Just like before, she could feel everything.

It was torture.

She began to shake, eyes wide and soft, occasional whimpering. She- she needed to get away! Put distance between her and Celestia!

'Celestia! Run! Fear love comfort hurt confusion- Do something! Celestia is going to kill me! Hit her and run! No that's useless! That is just propaganda!' She tried to back away, but her head was too clouded with foreign feelings to really put her intent to motion.

Celestia gasped; never in her life had she seen one of her subjects display such horror at the sight of her. It was something she could not comprehend, and it appeared that neither could the others. She was used to formalities, adoration, respect, ridiculous amounts of attention and, yes, fear of disappointing her every now and then... but never before had she seen somepony react as if their life was in real danger.

'She sad I didn't want to make her sad it's not right - NO! That is not me!' Forest shook harder as Celestia, dejected, made her way over towards her.

Twilight was worried; why would somepony fear Celestia? The princess always did her best to keep the residents of Equestria happy, and Twilight had admired her kindness and dedication for as long as she could remember.

Celestia was getting closer, it appeared she wanted to say something. Feelings were growing in intensity. Forest sucked in air.

"STOOOOOOP!" Forest screamed, her shrill voice breaking and causing everypony to flinch. "STOP! STOP! STOOOOP!"

"STOP FEELING THINGS FOR ME!" She clutched her head, screwing her eyes shut and trying to push herself away with her hind legs. "I CAN'T TAKE IT! THESE FEELINGS ARE NOT MINE!"

"Feel- the Elements must have done something to her empathy!" Twilight proved her ability for quick thinking; seeing a friend in distress made her much more focused.

"An empath?" Celestia felt relieved that it was not what she thought, only to feel guilty - regardless of being the source of her pain or not, she had yet to address the issue. Turning to the skittering pony, she retreated and closed her eyes, having noticed that the pony had gotten worse when they had made contact. "Yours is a rare ability, but by no means one I am unfamiliar with; I have a way to get ponies to-"

"Changeling." Forest interrupted, hissing through gritted teeth. She would have preferred to keep everything a secret, but she was pretty sure she was starting to feel things from further away, and wanted it to stop already! She was NOT going to risk it!

"What?" Twilight asked... worried. Celestia and Luna had managed to subdue their own emotions, but the others...

"I'M A CHANGELING, DAMMIT!" She screeched, and Celestia gave a start.

She couldn't use the spell she had planned. She had another, but it was excessive... no, this mare was in shaking more with each passing moment, and would likely lose control further.

A flash and the sound of bells, then silence.

She wasn't feeling the pressure of foreign feelings anymore. Only utter peace and tranquility were left.

She gingerly opened her eyes, her breathing having normalized pretty quickly thanks to her biology. She was still in that ruined room in the old castle in the forest, surrounded by ponies... only now there were specks of gold floating in front of her eyes. They were all over her body, she noticed, floating up and vanishing like a flame.

Celestia's eyes were glowing white with power, and her approach no longer assaulted her with centuries of repressed emotions or feelings of ponies miles away.

"Ah... what happened?" It was odd to 'feel' that much silence mere seconds after being nearly lost in a cacophony of alien sensations.

Celestia kept walking until she was nearly touching her face with her own; the princess sat down and unfurled her wings, and Forest knew that the memories from afar, through the eyes of deceived changelings, made no justice to the princess of the sun. Hunching over and tossing back the white hood, she rested her head on the changeling's withers and curled her wings, enclosing the now calm mare in a warm cage of feathers, pressing against each other.

"Shh... this is a very rare, and special, spell. I call it 'Land of Tranquility', and I want you to focus on it." Her breath was hot on her mane, and her heartbeat was soothing. "A port in a storm, a warm bed in a winter's night, anything that gives you peace; let the world melt away."

Even for someone with her history, of pain and murder... it felt like proof that Heaven was just there, waiting for a hand to reach towards it. Maybe it was that her head had been fried from the overload, or maybe the spell had traded one problem with another -albeit one easier to solve-, or it could just be that the whole affair was so draining that she couldn't be bothered to scoff at the philosophers and dabbling poets.

Or maybe Celestia was just that motherly. Old memories, of times when she still held something within, agreed.

"Picture your thoughts and feelings as a lake... and halt it. Let the ripples fade, and be at peace."

She allowed the world to fade, and found her mind again.

"Immerse yourself in it. That is you, and only you, what do you feel?"

"Annoyance." Mostly at herself, and at the glaring weakness of her new abilities.

"Oh? Nevermind, anything else?" Celestia pressed on; the spell was a draining one, and thus didn't have time to analyze every little thing. Just because she had the ability to keep it up that didn't mean she had to.

"Umm, worry. I've been told you're unkind to changelings." She figured it wasn't true, since the other queen had said that in case of emergency, Celestia was an acceptable substitution for the queen, but it didn't hurt to be cautious.

"I have not seen a changeling - at least, not on their natural form- in centuries, and dare I say he was a good friend; you are as safe here as any of my little ponies." She cooed, slowly letting her spell fade.

"Better?" Celestia released her, letting the last of her spell slip away. When Forest just looked at her, in the eyes, without any noticeable reaction, Celestia knew the crisis had passed.

"Thank you, princess." Forest was relieved.

"Changeling?" Twilight asked.

'Relief is gone; back to annoyance.'

"I guess I have some explanations to do."

*****

The trip back was much, much less annoying; now that she was full and outed, she just shifted into pegasus form and pumped a little additional energy to her wings, lightening her body. Imitating ponies was versatile, but unless she expanded her reserves substantially, she would have to limit herself to one attribute at a time.

She kept the clothes, though, it was a 'comfort thing'. They bought it.

Applejack tried to insist that she show them what she truly looks like, but talking about ugliness and pretending it was a sore topic for an actress as herself managed to deflect it, at least for the rest of the day. And not to forget that this was a big trust issue - so huge that, even after their little adventure, she was not sure she could trust them with it. There was an expression, 'I trust you with my back/life, not with my face/heart' or something similar, it lost a little in translation; something about life and identity having different values. After all, that particular revelation was something reserved for lovers (made Applejack blush on the level of one of her apples once she realized just what she was asking).

Pinkie felt sad at that, but understood. Something about stealing a friends's secrets being wrong and might cause you to lose said friend. Forest thought it was a little odd that they would consider her their friend (even before the whole 'stopping doomsday' thing), and, while they found that odd in turn, Twilight rationalized it must be because of the different cultural value of trust.

Rather close, actually.

Celestia did not take kindly to being told that a changeling queen suffering from a severe case of sour grapes and delusions of conquest had targeted her land just because of the tension with both the griffins of the mountain kingdom and the cloud republic... Still, after Forest 'discovered' Chrysalis's lies for what they were, she 'decided' that she wasn't going to let somepony else tell her things second-hoof.

Luna thought that seeing the world with her own eyes was an ambitious goal. Maybe too ambitious, for the time being.

Celestia raised some very good points - namely, money and supplies. While, thanks to her nature and those outdoorsmen, Forest needed little more than directions to a library (or conveniently run into some criminal scum nopony would miss), the idea of a proper trip around the world was appealing - transportation, pictures, movies, objects as physical proof. The girls would appre- wait, what?

Aww, man! The content feelings were getting the best of her again. She'd have to find a solution to that.

Still, the party was actually nice, what with the air so charged of positive feelings. She couldn't feed from it, not being directed at her (Celestia understood maybe a little too well her desire to be out of the spotlight), but it was nonetheless pleasant.

Celestia was grateful with her, surprisingly enough, and trying to argue that she didn't do much was no use. Apparently, letting her know that Luna was still in there, going strong and defying Nightmare Moon, was an immense load off her.

Proof that, at heart, Luna was still her little sister, even inside that thing.

Nopony knew what to make of Nightmare Moon after that, though.

In any case, Forest may have given up one of her secrets, but having proven she had a kind, courageous heart (What a riot!)... oh, and holding no allegiance towards the changeling queen didn't hurt.

Maybe she'd stay in Ponyville for a while, earn some cash, convert it to the more internationally-accepted bars, and prepare for her trip. She still needed practice with her new powers, and learning spells was a good safety net to prevent situations where she might need the... exotic cards under her sleeves.

*****

"Is it wise to allow that changeling to stay in Ponyville?" Luna asked, sitting in a cushion next to Celestia.

"Nopony willing to risk themselves like so for somepony else can be a bad pony." Celestia nuzzled her sister, as if afraid that lack of contact would take her away for another thousand years. Her room in Canterlot felt a hundred times more inviting already.

"That is not- I speak of the other changelings." Luna grumbled at her sister's fussing, but could not disguise her attempts to lean in more. "Surely, if their intention is conquest, they shall place spies in the town so conveniently close to the capital?"

"As she said; not all changelings are affiliated with Chrysalis. And her approach to a problem is incredibly direct and proactive; she would sooner intercept the changelings than fall for their traps."

"There is something more, right, sister?"

Celestia shifted uncomfortably, resting her head before thinking about how to proceed.

No more secrets, no more locking her out of the loop.

"I know that there are changelings all over Equestria, to the point that I would not be surprised to find some here, working inside the castle under my direct employ... and I understand that changelings value their true selves too much to trust me." She sighed, and Luna took over the role of the comforting sister. "I know that they are willing to follow the law, if nothing else to avoid drawing attention; even with their shapeshifting, they cannot truly, flawlessly steal somepony's identity without causing trouble... and I am sure that they shall defend theirs with tooth and nail."

"They won't trust princess Celestia... but they will trust one of their own. She- her concern and bravery will see that they are safe discretely, while we prepare for anything else." She finished.

For a while, only the sound of scratching interrupted the silence.

"Luna... is something wrong?" Celestia was confused; Luna kept scratching an area of her chest.

"I am no longer able to ignore an acursed irritation, right along the lines of my regalia." She huffed. "Like that time we sparred with one another and your hooves struck with more force than you had anticipated."

"Why would that be?"

"I do not know - I only remember rage and pain, blurred images..." Luna trailed off as Celestia brushed her coat. "What I do know is that it is time to raise the moon." Luna stood up and walked towards the balcony.

"Luna! You have to rest!" Celestia, concerned, walked along her.

"Tia! I am not a little filly!" She complained, and it was most definitely not a whine.

"I have seen to the night as well as the day every day since you were gone; I can handle it until you reco-"

"Can you?" Luna shot her a glare. "A thousand years managing both sun and moon is no simple matter, sister; the burden is great, and it is evident to one such as myself. I saw you straining when you helped the changeling with your spell... straining more than you should, in any case; you need to recuperate so that your mental abilities are restored."

Celestia pouted. "You make it sound as if I'm dumb."

"Oh, no! Tia!" Luna changed from confident to apologetic quickly, having missed the mock-hurt of her sister's voice. "I-I hath- I mean, I speak of other things!"

"I know." She chuckled, making Luna sigh in relief.

"Sleep well, dear sister; I will guard the night." Her horn began to glow, as did Celestia's. She reached, touching the moon beyond the horizon... the moon wept in joy instead of mourning.

Celestia lowered her head, and the sun eased into the path much more softly than ever, as if in a good mood from relief.

Luna carefully revealed the moon, a few tears of her own escaping her. She opened her eyes, having forgotten the exact point at which she had closed them, and smiled at the moon. Once her prison... no, not hers, not willingly... the moon had kept the world safe from... that... now but an old friend, glad to meet again.

Celestia donned a pink sleeping cap, and laid down in her enormous bed, with Luna right next to her.

"Sleep well, Celestia."

"Good night, Luna."

Knowing her sister was safe, that her student had found the bonds of the heart... It would be the best night's sleep she would have in a thousand years.

Author's Note

Chapter five, in which we learn a thing or two about dramatic irony.

Chapter 6

A soft blue glow surrounded a page and turned.

With little reason to sleep, Forest instead dedicated the night to reading and practicing what spells she had. Equestria had two kinds of writing: The normal letters Forest was accustomed to (some form of parallel development? The language was already startlingly similar), known as 'Equestrian Standard' and 'Equestrian Glyph', colloquially referred to as 'Cutey-Form', which was syllabic.

Another glow marked another page.

'For services rendered to the crown.' Well, that was a good reason to get a house. It was still a little unreal - sure, she had walked with the others on a quest to prevent a world-wide catastrophe that threatened to end all life... oh alright, maybe she could have pushed for more than just a house.

Another page turned.

The serpent's scale had an interesting effect. It was magical, obviously, but it was the effect it had on his skin what was interesting. His changeling powers latched onto the magical system he had gained from the serpent, and with a little concentration, he could switch it on even if he did not cover himself with scales - though for a reduced effect. It was more or less a minor Armor upgrade for the most part, meshing very well with the protection he already got from the changelings' magic. The only problem being that the changeling magic circulation system drank the magic faster that he could generate it, and he guessed that he now had a singular pool of energy... that he still had to fill with love... d-dang it.

One more page... And that was it for Equestrian History; now, where was that book on creatures?

Oh, well. Energy problems because of changeling nature were a touch easier to solve than most; she now had... friends.

A short pause.

Friends.

Fri-ends.

Frieeeeeeends~.

No matter how much she mulled it over, it felt weird to even sound it out. Really? Well, she didn't know them that well, but they had faced Nightmare Moon together. She shivered; thank God she wouldn't have to see her again. She needed the energy, and they did get her hide out of hot water, so the least she could do was be agreeable and keep up her act.

Who knows? Being friends with a wizard meant she'd get to practice the good stuff, like teleportation, or maybe even a little something thrown in by Celestia herself.

Celestia looked- alright, thanks to empathy, she knew that Celestia truly was that compassionate, but man, could she be sneaky. The last conflict with the minotaurs was resolved when Celestia managed to discover the root of the problem and twist the situation in her favor.

Copious amounts of blackmail may or may not have been involved - not that a history book would have anything but vague conjecture.

But that was to be expected; those literal bull-heads couldn't see that their aggressive society, consisting in great part of the law of 'I'm bigger and stronger that you and I'm not afraid to prove it', was what was truly causing the trade problem - no Equestrian involvement whatsoever. Really, wanting a soft and probably mushy pony merchant that behaved -for example- like Fluttershy to take part of that? What a laugh! Fluttershy would curl into a ball as soon as she heard 'Hey you!' and miss the entire sales pitch... although... seeing a muscled bull-man, posing like a super macho bodybuilder or wrestler, shouting at the top of his lungs about the superiority of his tomatoes 'grown with love' over his competitor's 'pathetic excuse for produce', and have the whole thing devolve into good ol' fisticuffs that sends the whole market into an outdoors barfight sounded like something she'd pay good cash to see.

Hmm... as for her spells... a static, semi-invisibility spell (more like instant camouflage) that was quick, with the benefit that it didn't leave as many magical traces as the full-blown invisibility spell; useful. Signal lights and flares... well, for group explorations of the forest, maybe. Standard magical bolt and a sort of magic-charged tackle, her very best was on par with a seventy miles-per-hour baseball (that roc bird from the Everfree found out the hard way, but even if it was hard and draining at least she got chicken) and the second was the perfect cover for when she had the need to ram things and crush them utterly. Minor charm spell, enough to provide a distraction, change of topic, or make a little 'suggestion' to a sentient; it could also dominate a small creature. Want-it-Need-it spell, which made witnesses focus on the target - the more he or she already wants it the better, useful to distract a mugger by enchanting a coin and tossing it- but, being so quick due to its intended defensive use, most of its strength came from the perceived threat to the caster's life and/or way of life... it would take her some concentration and time to get the boost needed to make something more than a cheap distraction or annoying desire (which beats the point of casting it, since it's supposed to be fast and not so mentally-intensive). Voice and sound projection, to misguide, or provide the best vetriloquism show. What looks like the start to a proper illusion spell...

Her list was rather short, and discrete - most of the changelings' training consisted on other skills (the blue one was good at hoof-to-hoof and conventional sneaking, for example). Not too surprising, but that just meant additional work for her. Not that it mattered, since she'd need to gather quite the resources for a world-round trip, all things considered - transportation both for herself and her stuff, lodgings, supplies...

And Celestia was going to keep a watch on things around the whole country, in any case; might as well practice magic the normal way.

Hey... her own airship... that would make things easy! Yes... maybe there was a mission or the like that Celestia needed done? Whack some goons, spy on political enemies, infiltration on criminal organizations... then bam! Flying through the air, with lots of bars ready for conversion and some space for herself and her stuff. Like an RV! Only better.

Alright! Goal set: Get an airship!

No need to get the fancy yacht-like model, just something for her person and her stuff.

*****

"I already told you, but I'm going to repeat it." Forest said to the six mares in front of her, in her living room, with every possible window to the exterior blocked in some way; candles and starfly lanterns (like fireflies) providing light. "No one, absolutely no one can know about this - Not. One. Soul. Understood?"

"I still don' like it. Why would somepony lie about their face? I dun' get it." Applejack said, and Forest was glad she did not have to pretend that the question annoy her - because it did. Forest was pretty much letting the changelings direct this meeting.

"That's right, you don't get it." She answered harshly, making the others flinch as her tail whipped about. "This is an apocalypse."

Her scowl and almost-growl made the point very clear - This they were asking was more complicated and far more serious than they had thought.

"Ah... you mean it as a revelation, right?" Twilight asked sheepishly - she knew that when the dramatic words started flying, she had just bitten more than she could chew.

"Changelings don't just absorb feelings because it's an easy source of magic - it's a necessity for everything from physical strength to as far as mental health." She said in answer, and made the apple farmer feel uncomfortable.

"Heck, the only reason I'm going through with this instead of just ignoring it is because I owe you big for saving my life from Nightmare Moon." She shuddered, and was authentic. Gulping, she continued. "I-I can honestly say that I was- I was scared."

'Don't cross me.' She heard Mercer's voice in her head and flinched again, as if trying to make herself smaller.

A pair of hooves was soon around her neck, Fluttershy was so calm it was hard to freak out. Mercer was out; out of her view, out of her head, and out of her life.

"Thanks." She patted Fluttershy to let her know she could let go. "This is big- no, larger than big! You cannot let this out, and if you find another changeling, you have to keep their secret, too! Just one bad case will wreck things; actors like myself could have their careers ruined! It gets to the point that thousands will lose everything they have worked for!"

Applejack began to really feel the pressure... she just thought it was somepony lying to her face about who they were! Now she had to live with the knowledge that she could ruin the lives of thousands all across the country?!

"Changeling foals need additional love to grow healthy, and changelings can't feed each other - it's just an exchange - so, can you guess what would happen if something goes wrong?"

Applejack swallowed hard, and trembled slightly. Now she had the life of unborn foals on her hooves?! Family was everything to her, and now she had to deal with the knowledge that, just because she didn't like that some ponies go about doing business with a face they weren't born with, she was but one slip away from having the blood of foals staining her. Foals. Babies! That haven't even had the chance to see their parents' faces or make a choice in their lives...

"Ah... Ah dun' want that kind o' responsibility." Applejack muttered, starting to tear up.

Forest shook her head.

"You already know that I am a changeling, and so you need to know what even knowing just that implies." Forest said, neutrally. Applejack was taking it the hardest, to the surprise of absolutely nobody; it was her insistence that got them on that point, and now they had families riding on their shoulders - the hives completely at their mercy.

Fluttershy, in sharp contrast, was the most resolute and calmest, with Rarity a close second. They would not take away that from anypony, and they wanted to give them the most they could give them with that knowledge.

They wanted to give the changelings... a chance for a future.

Pinkie was oddly somber, and even though it looked like she wanted to cry almost as much as Applejack, she was still smiling. If she could hurt that many changelings if she did things wrong, then that meant that she could help them if she did things right! Making everypony happy would mean that the changelings would have lots and lots of love! And there would be many little changelings running out and about and many happy ponies.

Rainbow Dash... Rainbow Dash was pretty much unaffected - not truly so, but she understood. Those guys were counting on her, right? Even if they didn't know it. They needed her to keep their secret, because things could get bad if she didn't... She was reminded of Fluttershy - of how the gangly filly was picked on because she didn't fend for herself, of how she was singled out for being different, for being perceived as weak and an easy target.

There was no need to think it, and no real pressure (that she had not put herself into before). She would do it.

Twilight... thought, and thought, and thought. She was still new to socializing by herself, but she knew politics, and knew them well, having been under Celestia's wing all this time - hay, Spike, for all of his occasional vocabulary shortages, could communicate 'well enough' in another two languages! She now knew... what she felt for her friends, others felt it for theirs, and nothing that could hazard destroying something that beautiful was going to happen if she could help it.

"No touching, alright?" Forest said, and she let the light wash over her.

Her skin was tough and her coat stiff, and there were chitinous plates on her barrel and back, where a pair of translucent wings similar to a cross of a dragonfly's and a wasp's buzzed in discomfort. Her mane was blue, in the same cut as her pony form's, and riddled with holes. Her eyes and her fangs caused more impression, though.

"No comments about my form, capiche?" She said as she turned back into a pony (curiously, minotaur language corresponded nicely to Italian). And being naked was starting to get on her nerves, so she let the magic flow out a second time and made another tracksuit. "Not. One. Word."

Twilight and Pinkie were antsy, but she didn't need more than five seconds of being Pinkie's acquaintance to know that her questions would be annoying.

"Alright... Twilight?" Forest looked at the librarian impassively.

"Are... are changelings omnivorous?"

"Yes." 'Me more than any others, though.' "I've heard fruit bat is a delicacy worthy of the queens."

Applejack and Rarity were pretty much the only ones that reacted, while Fluttershy, even though she flinched, just accepted it because of the many, many critters she cared for. Twilight, as an academic and Spike's sisterly figure, knew of the topic, and griffins liked to eat fish and such at the royal table. Rainbow had seen a friend of hers hunt.

Pinkie, while a little queasy, just accepted it.

Rarity's tip-hoof dancing was more for melodrama than anything, since Opal still liked to bring mice too her doorstep.

Applejack was the only one honestly dizzied by the revelation.

"Now that we are on this topic, I remember I skipped breakfast." Forest said, remembering that she had gone through books nearly all night, then kept going right up to the minute the girls knocked at her door.

"It-it's too much ta take." Applejack said, overwhelmed.

"What did you expect? You leap without thinking, Jacqueline." Forest said, making Applejack flinch at the use of that name... Forest thought she was bordering on picking on her, but that mare just kept pounding on the wrong buttons! Forest jabbed Applejack's chest with a hoof - gently, for a Blacklight. "You demanded that I reveal my secret to you, just because you didn't like 'liars', and this is the price you have to pay - suck it up, filly. You didn't think about how it would affect anypony but yourself; did you think there would be no consequences from making a race whose way of life completely depends on keeping our identities a secret reveal it? Sure, maybe there will come a time when a changeling can be in natural form in public, but non-changelings can't tell us apart with the senses they've got; it's just trading one problem with another."

"How can you take it?" Rarity asked and... d-dang, if Forest had to act like a changeling, that meant she had to act like a pony too. That feeling was so annoying.

"Because of trust. Changelings know that they have one another and whoever they love, even when things are getting desperate." The feeling was growing, and she'd have to let it go if she was ever to fit in long enough to get anything done. "If everyponies' identities got revealed..."

She sang.

♪"This is the end
Hold your breath and count to ten
Feel the Earth move, and then
Hear my heart burst again~"

The girls were not used to a song this... wistful.

"For this is the end
I've drowned and dreamt this moment
So overdue, I owe them
Swept away, I'm stolen~

♪ Let the sky fall, when it crumbles
We will stand tall
And face it all together ♫
Let the sky fall, when it crumbles
We will stand tall~
And face it all together
At sky fall

At sky fall

~ Skyfall is where we start
A thousand miles and poles apart
Where worlds collide and days are dark ♪"

Forest opened the windows, letting in natural light. It was strangely reddened, and the uneven lighting from inside made it dance around like fire.

"You may have my number
You can take my name
But you'll never have my heart!"

Something outside was falling in such a way that many shadows danced around the room, and she supported herself with the voice projection spell.

"Let the sky fall, when it crumbles
We will stand tall~"

The many lights gave Forest many shadows, all standing one next to the other.

"And face it all together ♫
Let the sky fall, when it crumbles
We will stand tall~
And face it all together
At sky fall~"

Some of the girls added to the chorus.

"♫ Let the sky fall, when it crumbles
We will stand tall
Let the sky fall, when it crumbles
We will stand tall ♪

♪ Where you go I go
What you see I see
I know I'd never be me without the security
Of your loving arms keeping me from harm
Put your hoof in my hoof
And that is proof...

♪ Let the sky fall, when it crumbles
We will stand tall~
And face it all together
♫ Let the sky fall, when it crumbles
We will stand tall
And face it all together
At sky fall~

♫ Let the sky fall
We will stand tall ♪
At skyfall."

"Let the sky fall. We can take it." Forest figured she shared the sentiment, even as a fake changeling. Whatever comes will be met and overcome, regardless of what it is. "Is there any place for lunch?"

"Ooh! Let's go to Sugarcube Corner!" Pinkie piped in, bouncing back to happiness.

"The bakery? Hmm..." And how was Forest supposed to know that that guy had so much of an interest that he learned to make every recipe? Forest would have never expected a guy like that to be such a fan. Well, this would count as 'being nice to Pinkie' (if Friendship was a real power in this world, she was not going to risk karma or broken promises to a higher power). "I have a small favor to ask..."

*****

"It looks like a field in there." Carrot Cake, a tall and slim yellow stallion with an orange mane, said while eyeing the table covered in greens from the other side of the door.

"She said it was for a special, pretty bread baked a lush green." Fluttershy answered the unasked question.

"A bread green on the inside?" Cup Cake began pondering.

"Oh no." Fluttershy corrected. "It's going to be bright green on the outside too."

"Wait, what?" Twilight eyed the mare working on the mix. "I'd understand it if it was steamed bread, but unless she uses magic, baked bread will darken."

"Oh, you know how to make bread?" Carrot asked, overjoyed that so many ponies took interest in his profession.

"I have read about the subject." Twilight proudly declared.

"Silly filly, she said she doesn't know that much magic!" Pinkie balanced a lollipop on her nose, before tossing it into the air and catching it in her mouth.

"She did say that she had a secret ingredient to go with a 'special technique', and was surprised to find it here in the bakery." Rarity pursed her lips in thought. Something for a special bread technique, but that bakeries don't usually carry?

The other patrons heard about the mare working on something special, willing to let this be a sample before she took a decision on what to do for bits around town. They were waiting with great curiosity, anxious to see what the hooded mare was baking - as soon as somepony heard the words 'special baking request' the gossip started.

"... That bread has been in the oven for a while." Carrot commented as he rang up another costumer, glad that they had done a little extra baking while Forest waited for the yeast to work it's magic.

"It's not done yet!" Pinkie said, an enormous grin on her face, waiting for that little feeling that told her when the bread was ready to leave the oven. "I wonder how is she going to use that stuff? I didn't know you could use it for more things than just candy apples!"

"The secret ingredient is candy?" Rarity asked, while Applejack just shrugged and ate muffins.

"Done!" Both Pinkie and Forest called out at the same time.

Forest stepped out of the kitchen, levitating trays of her 'test bread' behind her.

Everypony swarmed her as they saw that the breads were shaped like coiled snakes, turtles, frogs and parrots.

And every last one of them was as green as the ingredients used to make them, with a nice shine to them that made them look like jade.

The secret, as Pinkie would learn once everypony had left, was to bake at a much lower temperature than normal, preventing the bread from making a browned crust, and using a starch syrup coating to prevent the bread from being too dry from the extra time. All she had to do now was find a taste and color combination that she liked.

That day, Forest walked out of Sugarcube Corner with a big bag of bits.

Author's Note

I'd pay for that, too.

"I HAVE TEN PERCENT OFF ON ALL WARES!" Chair to the face!

"MY SPINACH IS GREENER AND FRESHER!" Ladder smack! "THE TASTE IS SUBLIME!"

"I'M JUST BROWSING!" Lariat! Followed by German Supplex-ing the garden-supplies guy into submission!

(Also, shameless anime reference! Songs! Additional Spike background info! Explanation for changelings!)

Chapter 7

The 'airship funds' were going to have to be put on hold.

Practicing magic was hard. She could barely levitate two objects at once, and, while being a changeling meant that her reserves were virtually unlimited under the right circumstances, to make them grow larger she first needed to be really full and let her meridians (one of the names for the 'veins' of magic in her body) stretch to fit more. Too bad she wasn't a queen type, since they had huge reserves from birth. Well, there was 'exercise' to increase reserves, too, but she needed a better grasp on the basics first.

Genetics played a part, yes, but it was more like a muscle that had to be exercised anyways, to get used to it.

She didn't understand all of it, and so she needed some time to adjust.

That and Ponyville was an insane place and everypony in the town was crazy.

Rainbow Dash still tried to goad her into a flying race, even after a month of being told daily that she wouldn't risk her identity like that. Sure, she could make a new pegasus one to race, then have it disappear, but it was still too risky! (In reality, she had not yet managed to solve her flight problem without consuming all of her magic quickly; the best she could do was improve her glide a bit).

She had no qualms about a race by hoof, though, and the obstacle courses that the weather pony thought up were rather ingenious; the practice allowed Forest to vent some stress (and practice non-spell magic use) with parkour, which earned her Rainbow's respect - 'flight without flight' she had called it, and the occasional twirl and flip in mid-air Forest threw in in her route made Dash 'officially' declare her 'cool'. Rainbow gave her a pair of shades, now resting next to a picture of the seven of them plus Spike on her fireplace.

She had to decline Rainbow's and Applejack's challenges to 'roughhouse'; the real reason being that just stepping on them wrong would break their bones like twigs while doing it right would pulverize them, but she could give the excuse that her hoof-to-hoof training was dangerous and a facet of her life she would rather not show to her friends.

Technically true - it would not do to let the girls see their refined friend rip the stinger out of a manticore with her bare hooves and stab his throat with it, grow wicked claws to finish it off, then consume the thing as a mass of writhing tendrils. Which was what had happened, obviously.

Curiously, that now made her the leader of the pride - how was she supposed to know that the overly-aggressive, exceedingly prideful thing was the Top Cat? Well, after scaring the hell out of them, she was going to enforce a 'no witness' policy due to ponies like Fluttershy... but they knelt down before her.

At least there was one manticore that had recognized her - the same one from that night, in fact - when she approached with her magic in the 'I mean business' position. So now Simba was in charge whenever she was gone (almost always), 'cuz obviously he was the smartest. He had better threat-assessment skills, and listened to his senses when they had screamed 'PREDATOR' at him - unlike the now-defunct leader. He agreed to keep her secret (more like, he was too scared of what Forest would do to him to keep said secret) and, in exchange, Forest would let them eat whatever she didn't consume. She'd keep (and consume) the heads, and the others had free reign to the remains.

She could not speak with them the way Fluttershy did, but they could at least nod or shake.

At first, life in Equestria wasn't really bad. She (metaphorically) devoured books on history and nature, earning Twilight's admiration.

"I have photographic memory, dear Twilight." She had said once, thankful for all the intense training of those scientists and the changelings; it had improved the already impressive mental abilities that the virus gave her.

"That's amazing! To think that somepony would try to repress an intellect like yours with propaganda and false information!" Twilight said, indignation at such an injustice quickly replacing her admiration. Of course, she knew better than to talk about Queen Chrysalis in public, but she could still feel angry at her.

"Indeed. That is why I must read - to make up for lost time and to sift the lies from the truth." She said, while Twilight gave her a hug filled with warmth and camaraderie. Forest rolled her eyes and mentally sighed; Twilight was enthusiastic about studies, making her a little hyper and/or touchy-feely from time to time.

Adorable, a little dorky, but a tiny bit irritating if she got carried away, requiring her to ground the excitable unicorn with a sharp glare. At least Forest wasn't in any danger to be buried under an avalanche of books again, not for a third time.

Three days after her reveal went by like that, getting up-to-date with the world's history, reading the newspaper archives for more recent events... she had her run-in with the manticores...

Then Applejack asked for a little help with her apples.

As a changeling, part of a tight-knit hive where everyone is always doing something, she was no stranger to 'tough, honest hoof-labor' - even if she much preferred other things. Twilight, too, offered to lend a hoof, even though her interests lie elsewhere. Despite the frictions in their interactions caused by their different ideas, personalities and interests, Applejack was willing to make an attempt - to repay her for the insensitivity- and Forest was willing to listen. They had the 'hard worker' angle in common, after all.

Then, when they were about to finish... Spike got that fu-fu-fudging letter.

It was a form letter containing three golden tickets to an event in celebration of Princess Celestia called the Grand Galloping Gala. The tickets were addressed to 'Twilight Sparkle plus one' and 'Forest Benedict Riddle'.

"My oh my, dear, you have just begun to understand friendship, now you are expected to bring a date?" Forest teased, quickly taking her own ticket to admire it before placing it inside a pocket of her ever-present white tracksuit (A new, actual cloth one somehow made simultaneously functional and fabulous by Rarity; there were tasteful splashes of color through it).

'A high-class gala? Well, that just opened up a few options.'

Twilight blushed, and Spike said it was the reason he'd give it a pass. No frou-frou girly gala gunk for him. Nope. He was macho. Yup. A boy, through and through.

His emotions said he was dying to be asked.

Applejack wanted to sell apple treats, which Forest figured was odd.

"A high brow event that doesn't offer free food? That's strange." She said, and Applejack froze utterly; the smile was still pasted on her face, but her heart was crying out 'Oh shit!'.

"No prob!" Applejack had a burst of inspiration. "I bet those ponies wouldn' know good home cookin' if it bit 'em, so once they try it-"

"If they don't recognize it, what makes you think they'd try it?" Maybe she should stop seeing AJ for a while; breaking minds that often can't be healthy. Maybe an alternative solution? "Why don't you try selling to others, the ones not invited to the party? Or try to offer a 'catering business option' to them instead?"

"Alright!" AJ whopped. "That's great! The gala-"

With a crash, Dash made her entrance.

'So much for being too busy to help.'

Dash wanted to wow the Wonderbolts with her tricks.

"If Security doesn't hit you with a dozen paralysis spells as soon as you cross the line." That one junkie (tried to mug Forest for quick cash, then got consumed) learned the hard way that elbowing her way through the bodyguards equaled getting shocked and tackled by three really angry, really big men that fold people into pretzels for a living.

"No problem! You got that invisibility spell, no? Don't you see, Twilight? This could be my one chance to show 'em my stuff. You gotta take me!"

Then Applejack and Rainbow started a silly competition to get Twilight's guest ticket. Looking back on it, she should have cheated and participated herself to get those two to relent.

Twilight tried to get something to eat, not having the benefit of Forest's viral body granting her near-supernatural stamina, but that only made them run into Pinkie. She sang some song about the gala and acted as if Twilight had already given her the ticket.

"Do you even know what a gala party implies?" Forest asked, incredulous, making Pinkie look at her as if she had grown a second head. "Piñatas are not exactly standard fare in parties above 'formal', and this has all the signs for 'super fancy'."

"They're not?!" Pinkie gasped, almost sucking in the tickets. "I must research! I'll study so much, I'll earn a degree in Partyology and Partyonomy!"

A gasp, and Rarity's surprised voice graced them. "Are these what I think they are?"

"Yes, yes, yes! Twilight's taking me to The Grand Galloping Gala in Canterlot."

Alrighty, so Rarity is a designer of more renown that what Forest had guessed. And wanted to meet (and wow) a prince.

"Of your dreams, huh? Sounds like a romantic fairy tale; just hope that you aren't in a slapstick comedy and find out that he's a ponce."

"I am sure he is a most noble stallion - the most Noble of the nobles! The prime example of what it means to be of a noble family!"

Having read a few additional volumes of Equestrian history, Forest grimaced. The same noble families that caused the 'Flare Disaster', where their sheer incompetence, rampant hedonism, and misuse of their unchecked authority while Celestia was away on a diplomatic mission made her flip her lid so bad that she actually exploded when she returned, then exploded again when they had the unmitigated gall to try to defend their actions and present them as their divinely-granted right? The event that caused the next generation to take the reins earlier than usual? Celestia had a motherly style of ruling the country, and if there was one thing that must never be done, was harm the children of a mother.

"Wait, Blueblood, right? Descendant of both Blue Bell and Princess Platinum?" Alright, that line actually did good while she was gone, but... "Isn't he an 'eligible bachelor' because he drove away that mare of the arranged marriage he didn't want? And the next one, too?"

Rarity did not have time to formulate a response, as Angel Bunny took the tickets.

Twilight informed them that she hasn't decided who to take yet, and, while trying to get them back, listened to Fluttershy's reason to go to the Gala.

"I can honestly say that I cannot find anything wrong with that motivation." Forest said, nodding. Fluttershy was alright by her - sweetly demure, the pegasus never pressed for anything, and understood if her animal friends told her that Forest was creepy. "Trying to befriend the residents of Celestia's Haven for Mistreated Animals sounds like an admirable goal. I bet you'll be fine."

"It sounds... beautiful?" Twilight commented, or tried to; her emotions were a confusing mess, both because of the situation, and because her brain functions took a really big dive when she was hungry enough.

Things just got worse. They tried buttering her up with random favors, only to make her incredibly tense. It was starting to affect Forest!

Then the rest of Ponyville found out.

"Have I ever told you how much I love your mane?" "I'll wash your dishes!" "Would you like any help with your gardening?" "I have a cartload of extra carrots." "I'll paint your cart."

Forest had briefly entertained the idea of auctioning her ticket for cash, at first figuring she would get easily a lot of silver bits, then made the jump to a gold spur, or even a silver stirrup, if the desire that oozed out of the five mares was any indication.

"S-sorry, Twilight, d-dear, but this is too much emotion for me." She apologized as she turned invisible, doing what she could to avoid jumping on Twilight and doing... things.

She'd have to keep her ticket to herself, lest she cause a free-for-all war.

As such, she snuck into the library with her teeth clenched hard enough to crush stone. She would have got to her own house, but the da-danged impulse to 'want Twilight' accidentally overrode the destination. She did an about-face, intending to hide at hom- her house until everything blew over.

Then Twilight teleported in, intending to bunker down and wait out Judgement day too, but the others were already there. Forest didn't even feel them until literally the last second!

Twilight had a breakdown, and even Forest felt bad. That was an awful lot of pressure for a girl her age, doubly so for one who was still new to the concept of having friends outside her family.

It was her decision, then, that if her friends could not go, she would not go either. She was not sure she would get 'socializing' down by the time the Gala came, and the prospect made her nervous without moral support from the rest of the girls.

As it turns out, since Celestia seemed to be sitting on tickets, she sent them one each - including Spike, who giggled in glee.

Unfortunately, the whole gala debacle reminded Pinkie that Forest hadn't had her own welcoming party yet, and had one scheduled for the very following day.

That many ponies in one place with their attention on her was a double-edged sword. As Pinkie had correctly guessed, even mere friendliness was empowering.

But she had to spend all of that day with a really annoying smile taking control of her face.

Author's Note

Darn that Forest and her pesky 'Logic'! How dare she be informed and quick on her feet! She's derailing the plotlines!

Chapter 9

A run through town... usually, she would be reading some books in the library or refining her levitation control in her room - well, the former was very informative, given that Twilight was perfectly fine with explaining any and all doubts to great detail... but, besides the fact that more love meant more energy, getting closer to the other mares could only help in the long run - they were willing to help her have a 'normal' life to make up for her harsh reality, after all, so she might as well let them.

"Sure! A good run will clear my head." Of course, she'd have to hold back quite a bit, but reading magazines gave her a good idea of what was considered 'athletic' - and she liked it.

Ponies, despite being so small, could get to run pretty darn fast. And the blue changeling had scored pretty good marks in the entire 'travel through difficult terrain' area.

The male was good with disguises both magical and mundane, so she wasn't limited in her pony outfits (curiously enough he had studied dresses more than he had suits - then again, those could be much more complex). It was like her viral disguise, really, just a clever way of handling shapechanging abilities; Forest took to it like a fish to water.

Once that thought ran through her head, she gave it a little more consideration. Forest then decided she wanted something bolder, so instead of the white outfit, she made an azure one with a long, pointed blue hood similar to a windsock, with a small cyan symbol on the chest area.

"Huh?"

"A little reminder of what I left behind, don't think too hard about it." Good God, eating geeks had it's side-effects.

"Even if yah got mad at her, it musta've been hard ta leave home..." Applejack adjusted her hat, a little nervous habit brought forth by the somber mood.

"I was without a home long before I left, Applejack." Forest had to hide her discomfort; things were getting much too personal, and she didn't want to dig up old memories. "Let's just leave it at... well, there is a reason She could take me in so easily; the same that made it so I could decide to just leave and travel the world."

It was an easy not-really-a-lie; Forest just replaced 'he' with 'she'.

It slowly dawned on them.

"Your parents..." Twilight whispered, and Forest flinched with the ghost of the pain; her apathy and emptiness returned quickly, though, and she just sighed. It was the exact road she was trying to avoid.

"Gone..."

The others bit their lips, their thoughts curiously reflecting Twilight's own. 'Gee Twilight, why don't you ask how they died while you're at it?'

"It was a while ago, just let it be. I need to clear my head."

She was about to open the map Dash had used to trace the course, when she remembered a little something.

Her door.

She unlocked the door and manipulated the latch at the same time... like she would have done with her hands. Instead of just enveloping the whole parchment with magic, she sent tendrils of magic in not too different a way as she would tendrils of boimass.

Inhaling deeply, scroll in 'hand', she had little trouble in making another one. It was like trying to grow an additional arm, which she had done before to... mixed results. Unrolling the map, she smiled, genuinely smiled, at the discovery.

She might not yet be able to fully handle multiple objects as Twilight did, but the magic tendril hands should boost her fine manipulation immensely.

"I'm no expert on magic, but... is it supposed to do that?" Dash pointed at the uneven glow surrounding just part of the map.

"I... may not be the most dexterous 'unicorn'." She confessed, and the others caught the implied meaning all to well. "I can barely levitate two objects... so, instead of trying to hold the entire scroll and take in all of its details, I drew inspiration from hands and claws which touch only part of it."

An all too familiar sensation began to build up in an all too curious lavender pony; despite being glad at the change of topic, Forest decided to take a page from Spike.

"Back to the matter at hoof." The fake unicorn shook the map as she would a newspaper, the noise and words making Twilight's train of thought make a stop so sudden it was flung from the rails.

"I can see that you are using checkpoints instead of a hard-set route, letting the town provide the tracks." She smiled, poking the map with a hoof. "In a normal race, I would have to follow the streets here, here and here to get just these three quickly enough, but I plan on crossing them like this."

"But the road ain't gonna letcha."

"Roads?" Forest gave her a sideways glance, and a mock-confused, confident, smirk. "The way I'm running, I don't need roads."

'God, I am such a geek.'

"'The way you are running'? What's that supposed to mean? You use your hooves to run, no?" Dash tilted her head, and Twilight's curiosity was reborn from its ashes.

"You'll just have to see for yourself." She replied with a smirk. She then put one of her nights of practice to use; she shifted a little, letting her pegasus wings appear but keeping them under her clothes; shifting her magic, she sent her horn on what she called 'sleep mode' so that she could use all of her magic in the same way a pegasus did.

Her body was made lighter as she turned her pegasus feathers into those of the roc she consumed, and pushing and pulsing additional power to her hooves and bones made her lighter still. A small, discreet shift in biomass similar to that of her glide ability and she was more or less the weight of the changeling she pretended to be. It should at least last the race, magic-wise. It sacrificed toughness, of course, but she was not going to fight anything, and any trouble that tried to find her would have to do so without being picked up by her changeling senses warning her about ill-will... yeah, even in town, it was pretty safe to be in that state.

'Even in town?' The Everfree was supposed to be the dangerous place... whatever!

"You'd better take to the skies, Dash." She had to wonder though... would the William Tell Overture Finale be a good soundtrack choice for the run? Or was that too stereotypical for a galloping horse?

The first and last checkpoint in the track was the library, which wasn't very far from Forest's house, but then the idea had been that she'd run around to get to Carousel Boutique... avoiding the busy streets, which would be full of obstacles. Sure, since the whole circuit was intended to steer clear of the crowds, her shortcuts would be mostly away from them as well... but there were a couple of places where the shortest path cut through it.

She hadn't spent the nights in the Everfree merely cavorting around; she had moved, jumped, shifted into other ponies -larger, smaller, of different breeds- and trying to find out just what an equine could do. The magic/magnetic hooves thing was weird, and not very consistent, but enough to do two of the basic movements - hang and pull. That was all she needed them for, anyways, given that pushing and jumping didn't need her to grip or support anything in any fancy way. Well, changelings could stick to walls and such, but it was obvious she could not do that around town! Barring emergencies, she would have to let that be an Everfree-exclusive ability.

Of course, running into a fully-grown, elephant-lifting roc and other assorted monsters was certainly not part of the plan (yet), but hey, if opportunity comes knocking, you invite her for tea, bash her in the head, steal her purse, consume her, and drain her bank account for every single bit she had.

Dollar. She meant dollar.

Rainbow, though confused, could recognize quite clearly the confidence that the challenged mare had in her abilities.

*****

Thunderlane thought back to the party of the previous day.

That mare... ouch, it was like walking into a wall! He could see that those workout clothes were not just for show! She certainly knew how to keep her body strong! He never expected that from a unicorn, lest of all one that talked clothes, image and poise almost as much as Rarity. Certainly odd, but refreshing, in a sense.

The sound of a pony running full gallop got his attention; from the alley next to him, he could see a hooded pony running straight for the cart that belonged to the 'Flower Trio', currently tended to by Rose. It took him a moment, but he figured that, due to similarities in outfit, the blue-clad pony was possibly the unicorn he had crashed into the day before.

The galloping pony was faster than he thought, given that the runner had closed the distance in half while he was just drawing breath to shout a warning to the florist (who was looking in his direction rather than the runner's). Then the pony took a stance he was all too familiar with.

Ready for takeoff.

The pony hurtled through the air, right under the awning but over the flowers with a spin like... like... like a javelin. Yes, a deadly javelin flung with precision and grace, landing and continuing without breaking stride. Roseluck gave a startled yelp, like a filly caught with her hooves in the cookie jar.

With a feminine grunt of effort, the hooded pony vaulted over him as well, this time with a somersault so beautiful to his eyes, he could not help but drop his jaw to the floor. His appreciation for athletic ability had gotten him to ask Raibow Dash out in the past, though she had turned him down...

The way he traced her trajectory through the air, being sideways and refusing to take his eyes away from her, turned his head in a way that made him lean too much to his side, sending him to the dirt - which also snapped him out of his reverie and served to return time to its normal speed.

He sprang upright as fast as he could, only to see the mare - 'She is indeed a mare!' - already at the other end of the alley opposite to the one she came from. She did not seem to mind the dead end as she jumped, touched the wall with all four hooves, turned slightly, kicked off the wall, held on (somehow) to the wooden frame peeking from one of the homes that made the alley, and lifted herself up to jump again and finally clear the wall.

Realizing he had a sudden desire to see just where was she going, he shot into the air-

"Watch it!" Barely missing Rainbow Dash by half a feather. She just rolled and made some space in the time it took him to process her warning - she was that good.

"Where- there she is!" The prismatic mare pointed excitedly, then flew off in pursuit.

Thunderlane could hear in her voice that she wanted to see just as much as him, and had followed her pointing hoof to the hooded mare that was just then jumping over a surprised Big Macintosh, before repeating her earlier feat of wall-jumping and hopping on the rooftops in direction of the library.

For all he wanted to keep watching, the spectacle drew to a close as the mare skid to a stop in front of the library, prompting him to land not too far away. Rainbow Dash's cheering was lost to him as he saw Forest toss her hood back with a motion of her head, his eyes widening to take in the sight; beads of sweat had collected on her forehead and were tossed away, glistening in the sun, while her hair danced through the air before perfectly settling the same... wait, it seemed the back of her hair was longer? Maybe he was just remembering wrong... but she was gorgeous nonetheless...

He sighed, so enthralled that he didn't even notice Twilight teleporting next to Dash. He could vaguely catch the word 'awesome' coming from Dash, and he nodded and parroted the word. Forest then turned to him, and winked - it might as well have been a buck to the head, having sent his mind reeling and spinning.

Pinkie Pie bounced from out of nowhere, chatting excitedly with the other mares and making 'whoosh' and 'zoom' noises, before shoving a cupcake in Forest's mouth and clapping.

He snapped out of it and decided to try to talk to her. Or not. No, he should... maybe later, she looked busy... He retreated, intent on getting to know her better some other time. His dopey, goofy smile was not going away anytime soon, however.

It wasn't really his fault; Forest, as both a Blacklight being and a changeling, had control over her body odor (mostly so that changeling disguises could work on animals and other changelings)... it was just that disguised changelings produced more pheromones than a normal pony, and the sweat matting her coat was loaded as a result. If the poor colt found something about her appealing, then she would be extra-desirable in his eyes. She had to project the feeling of being busy with something else to get him to give her space. She would have to address the issue... the problem being that she didn't know how. Interest in her was a rather delicious feeling, one which she had no prior experience with even without empathy making her want it! On top of that, she had never been much for relationships even as a non-viral human.

Empathy kept messing with her head.

Still, Forest found that the cupcake was surprisingly tasty, hence her decision to not say anything to scold Pinkie. It was soft and fluffy, and the strawberry slices that decorated the frosting were sweet and juicy and she loved them. That, and having Pinkie so close meant that her reserves, already nearly depleted yet again, would recover. Maybe she should take it slow and allow herself to grow by overflow...

Five minutes later, Dash and Pinkie had managed to slow down enough to let Forest get a word in, if only to answer her questions.

"That was Free running." She began. "A combination of Parkour - that is, traversing any terrain in the most efficient way possible- and gymnastics to make a show of it. It was training for dexterity and ease of movement - quite fun and exciting, I say."

Spike was, at Twilight's request, searching for something in the kitchen. It was just to get him away for a second, as Forest just changed twice in quick succession to get rid of the sweat (it would have been weird to run around town without so much as being winded, so she had to fake it) and blamed it on magic. Granted, ice-cold orange juice not from concentrate was simply delicious! It had something to do with earth ponies and their magic... yet another topic to study, she guessed.

"Well, it's awesome!" Dash exclaimed the word for the umpteenth time that day. "You are officially cool." She added in a more restrained tone.

"Thank you." She politely accepted the compliment, then turned to another cupcake and sighed. "As delicious as these are, I would love to get some... variety in my diet here in Ponyville without looking bad..."

Twilight understood quickly. "Oh! Well, there is fish..."

Forest whipped her head aroun, eyes wide. "You eat fish?!"

"Uh... well, mostly pegasus ponies; fishing from clouds is quite easy, and many see it as an easy source of protein and stuff." Dash added; she figured that she would be happy, too, if she had thought that she didn't have to hide a portion of her diet to avoid looking like a freak. "You could try the market, see if there's some shrimp or so."

"I also tried it back in Canterlot, when the princess had dinner with diplomants." Twilight said with a shrug. "I didn't develop a taste for it."

"Well then." Forest smiled. "Maybe if we tried different dishes."

There was a recipe for coconut shrimp that she dearly wanted to try again... or maybe... or... whoa. The possibilities were endless.

The one bad thing to come that day would be that an orange pegasus filly saw the mare jumping around with fluidity and grace, as if she was flying. Having Rainbow Dash for a role model was not exactly healthy, as she decided to act first and ask later, which caused Macintosh to end up underneath an enormous barrel full of pickles.

And just the day before Applebuck season started, too.

Chapter 10

The rule of Discord... a dark period of time, during which the spirit of chaos and disharmony did whatever he pleased with whoever he wanted. Cruel jokes that often crossed the line of psychological torture, brainwashing ponies into insanity... Forest felt nervous whenever he (or she) read about that guy - he was more powerful than Nightmare Moon and Mercer combined!

Still, she shook her head and tore her gaze from the cover of the history book, returning to her magic one.

She remembered asking Twilight about it... only for her to go into a rant about the difference between entities like Discord, Nightmare Moon, and the Windigos and the spirits of superstition - with a side of 'negative effect enchantments' versus 'curses'. Quite academic, but not something she was terribly interested in.

She had to steer the conversation towards the inner magic system...

Even after getting some samples from the large quantities of lost hair and/or feathers and incorporating them into herself, she could not progress very far; each step forward was matched by a stumble. Understandable, given that it was not quite the same as muscular or skeletal structure; it was highly individualized and fluid. She could gain structure and shape, but merely the part obtained at birth, without the development gained from training, growth, study, or cutie marks (the pair discovered many interesting things about them); even Twilight's jackpot-winning-lottery-ticket of magical genes meant that the increase of capacity was awkward to even find, hold, and had actually shot her control and made most spells take longer due to risk of an over-channeling.

And the increase to raw power, while not as large as expected, still meant that overloading a spell was painful due to her untrained meridians (or mana coils, or ley lines, or ether pathways, or whatever). An unkind comment to Dash and her timing was involved.

Oh well, she could feel that there were other little things floating around in her system, but being a changeling at the least gave her control of what she wanted to activate.

With a sigh, she closed her book. She would have to take a couple of days off from magical activity, let her body fill to capacity, then test it.

She knew she had gotten stronger, even if she merely stole some hairs from Twilight's bathroom - the little run through town with all of those effects active confirmed it, but she had to be sure.

After a shrimp omelette breakfast, of course.

*****

Luna was unsure about what course of action to take.

Grumbling and scowling was a tempting one, but was quickly losing ground to giggling.

Celestia was simply radiating happiness as she groomed her little sister's tail! It simply wasn't fair! Her smile could melt the coldest ice and her humming would topple the thickest walls of the mightiest fortress! How could Luna protest that?! It was cute!

Granted, receiving the same treatment every day was a factor in the souring of the activity, but...

Celestia had cried after the first night.

"You're still here." She had whispered, hugging her.

It was a glorious dawn.

Celestia said she had an idea, which she would surprise her with after breakfast.

"Come, dear sister." Luna said, while Celestia still beamed sunshine ('How does her face not ache from hours of smiling?'). "What does your 'idea' consist of?"

"It was born from our meeting with our secretive friend."

An... idea from a changeling? What could that be?

Soon enough, they entered the throne room.

There were several dozens of ponies, most of them foals.

Their eyes fell on them, and they were filled with great awe.

"Hello, my little ponies!" Celestia greeted the crowd in a very motherly way, even craning her neck to bring her eyes around the level of theirs. "This is my sister, princess Luna... and she wants hugs from all of you!"

Princess Luna, co-ruler of Equestria, princess of the night, guardian of dreams, one of those who ended the Chaotic Era, great user of dark magic that could match that of King Sombra, vanquisher of great horrors, victor of many wars, was defeated instantly by a stampede of squealing colts and fillies no older than six.

*****

Unbeknownst to either party, Forest Benedict Riddle, a Blacklight being with powerful shapeshifting abilities, with the raw strength to pound rocks into gravel before obtaining earth pony-style magic, was in a similar situation about roughly that same moment.

One comment from Rainbow Dash - a simple, innocent, and perfectly valid question- and she had every colt, filly, and parent in the park looking at her expectantly.

'You like acting, huh? Do ya know any neat stories?' And the answer was 'Yes'.

So now she had Rainbow trying to get her to share a few.

'Dash, I don't think letting me around foals is a good idea.' She thought, staring impassively at the gathering - not that she'd mean them harm in any case, but being aware of how many people she had killed and having them inside of her head... well, it was awkward.

"I'm not so good with foals..." She said, her apprehensiveness quite clear even to the foals.

"C'mon! Nopony is asking ya to be a foal-sitter; just tell a story!" Dash countered, supported by pretty much everypony.

The town had gotten over the threat of a stampede in a couple of minutes, and, had the earth not trembled under her hooves, and had stared at the bovines, she would have thought it a day as normal as any other.

"Alright." She sighed, curious as to how did she get beaten. "What kind of story do you want?"

"Mad scientists!" "Something with princesses!" "Dragon slaying!" "Action!" "Fairy tales!"

There was one... well, the degree to which the worlds overlapped was scary at times - some of the old myths and legends matched too well to be simple coincidence, and she could only attribute it to some weirdo magical phenomenon from the space between dimensions. She did find a creature perfectly fitting the description of the chimera less than half an hour in, and ate a roc bird and even a manticore after a few days!

"Alright, this one is from the lands of the east. It's the story of the qilin god of storms and the eight-forked giant snake!"

One thing Forest really liked about the ponies: Stories and media were not 'sanitized' to hell (rather, 'heck') and back in an attempt to avoid 'offending sensitivities' - the ponies understand that a foal hearing the words 'God' (capital 'G' or not), 'death', 'drunk' and 'blood' won't cause them to suffer a total breakdown of their psyches or anything like that. Sure, within reason, as with anything, but she could talk about the hero cutting off a head (or eight) without having dozens of parents getting on her case.

Her description of the monster drew gasps of surprise. The town's foals were both hardy and imaginative (she could get away with scarier things), and with the proximity to the Everfree it made playing to their wonder and fear even easier to the empathic sense.

Oh! Speaking of getting on somepony's case, some societal issues could be talked about more openly, at least with friends.

Thunderlane was listening more intently than his... little brother? She heard 'bro' once or twice in there.

"Now, the story is old, and from another country, so a few details sound odd: Some say he used his magic powers to turn the maiden into a comb, then hid her, while others say he disguised himself as the maiden so that the monster's minions would let him through."

Subtle hoof movements complemented grand sweeping gestures, while carefully-placed emphasis aided her brief-but-intense eye-contact. She had the crowd enraptured, eating out of her hooves, mesmerized, and all-around fascinated.

She wound up being loved by the foals... more attention to herself, but being a changeling meant she didn't have many choices.

*****

"Are you crazy!?" Twilight shouted, which was not entirely unexpected... save for the fact that the unicorn had quite the set of pipes.

"Shouting kind of defeats the point of doing things in secret, you know?" Forest deadpanned. She had to test the receptivity of the idea of the possibility of using the Everfree as a way to obtain privacy when eating or obtaining meat not from fish. Despite the books, there were many unknown... things in the Everfree, and showing up with unexplainable knowledge was bound to raise uncomfortable questions.

"You don't have to... well... whoa, I don't think anypony has ever been this concerned about me..." Forest's ears drooped, well, her parents did get worried, but the most would be that time Forest had gone to a friend's home for a late night study session. "I've had to deal with things on my own for a while, and I guess that with all of the training I just don't see the danger the same way as you do."

"You are not alone." Twilight said, wrapping her in a big hug. A few days ago, the prospect of hurting Twilight in any way was out of question because Celestia could be watching, but now... now the idea left a bad aftertaste, for some reason. Maybe she just got used to her presence?

"But neither am I frail, Twilight. I had to cross the Everfree to get here, and I can assure you that, outside of stepping on a sleeping monster by mistake, the only ways I could be surprised by creatures would be from anything faster than an arrow and teleports." The changeling group... the second stepped on the chimera's tail, causing it to breathe fire on the first one.

She placed a hoof on the unicorn's withers. "I know you think of me as a friend like any other, but... I'm not like any other. I am a predator, and - well, this sudden change in lifestyle is brutal! No- wait, don't pout! This new life is the best thing that has happened to me, but Ponyville still weirds me out, and I cannot allow myself to get too relaxed - remember, there are things working against us in the background... and I don't think they will be too happy with me."

Twilight bit her lips, hugging her tightly; the flood of sensations was like that critical moment back in the castle...

"I promise I will stay safe, alright? I'm not going any deeper than I can find my way out, and if I find any indication of creatures I can't handle, I'll turn the other way and get out." And it was true! She was just neglecting to mention just how much she could handle. "Remember, while I may look like a unicorn, I am a changeling. My spells may be lacking, but remember where my specialties lie."

"But what use is hoof-to-hoof in the Everfree?" Twilight's worry was making her feel strange, even more so that she was looking at her straight in the eyes with her voice barely above a whisper.

"What I am not using in magic, I can use it in strength; that is much more than what you think; not only that, I am also good at passing unnoticed. Look, Twilight, I know you are concerned and want to help, but I know not to overestimate myself." That incident with Nightmare Moon had been completely accidental, but she knew that just once was enough. "I have the knowledge and some experience." Stolen, mostly, but she didn't need to know that. "And I am not going to be daunted by a forest, no matter how spooky it is or how violent its creatures are. I won't get around the world if I let that happen."

"Wait, around?! Are you crazy?!" Twilight repeated herself, though at a much more controlled volume.

"You already asked that." Forest smirked. "And why is it so surprising? I am not going to let a little bit of uncontrolled weather scare me. Even if I were not a changeling, there is magic for that, no?"

"A litt- we are not talking about just a heavy rain!" Twilight stomped in irritation. "Magic and weather have a delicate relationship, and the Major Leylines could make storms large enough to wipe Ponyville off the map without slowing down! It's the reason the placement of the could countries is so helpful for the stability of the rest of the world!"

"Ah, yes, the weather dilemma; I still think it's not anything a... wait, one of the countries involved in the current mess is the Republic, no?"

"Don't try to change the topic!" Twilight stomped again, scowling fiercely at the fake unicorn.

"Just hear me out, will you? They are a credible treat, right?"

Twilight nodded, still not relenting in her glare.

"I found something during my studies... if they are so dangerous because of their mobility, making it impossible to actually separate them from their weather factories..." Books like 'History of Cloudsdale' had a neat comparison due to some confrontations with Diamond Dogs. "Why not just nullify the magic in the clouds?"

Biology books had to have at least a small section on magic, being so integral to pony anatomy.

"The Major Leyline next to them makes that an exercise in futility." Twilight responded in a way that warned Forest that she was about to slip into 'Lecture Mode'.

"But if fighting does happen, they would not be anywhere near one." Forest observed.

Twilight opened her mouth to reply, but didn't make a sound. Her mind conveniently forgot everything else, being presented with a new problem.

Sometimes, a storm outgrew the capacity of a weather team to handle - completely normal, local-level teams hardly had the kind of experience, maneuvers, or size required to handle region-level weather. Solution? Either call a larger, more experienced team, or get a powerful unicorn unit to forcibly disrupt or even dispel the thing.

The later was, obviously, the harder of the two. Twilight could name each of books in the library that had information about how normal unicorn magic affected the weather (mostly in unpleasant, difficult-to-handle ways) and all of the hows and whys of weather related magic.

She pursed her lips as she thought of various spells... there was the wind spell she used to direct balloons, could she modify it to do other things?

"Twilight? Are you there?" Forest waved a hoof in front of Twilight... no response. It would be a long day...

*****

It took nearly the rest of the day, but Forest managed to get Twilight to agree to something about the Everfree: The place could not be ignored nor dismissed as a possible point of access for changeling spies. Due to past experience, Forest would make occasional checks 'close', searching for likely campsites.

In reality, all she had to do was ask the manticores if they had seen or smelled anything. Easy! Well, it seemed that there was somepony actually living in the forest, but it appeared that that pony was just a hermit.

Albeit one that knew how to handle the forest, if the way Kimba was holding his nose while turning an impressive shade of green was any indication.

"Alright, Aslan, do you understand?" She asked.

The manticore let out a confused growl.

"I know, I called you Simba the other day... it's just the name of a fictional lion." She said, but noticed with mild amusement the manticore's tiny frown. "Wait, you mean to say you liked being called 'Simba'?"

He nodded, and Forest raised an eyebrow.

"O... K... Alright, Simba, understood?" She chuckled at the idea of naming each one of them as cats from books and movies... she might just do it anyways. After a nod of agreement, she said. "Well, let's go on a hunt, alright?"

Simba growled at another manticore (that one would be Aslan), and the trio decided to go look around... who knows? Maybe she would actually cook the prey instead of simply consuming it.

*****

Somewhere in the Mountain Kingdom, a griffin was pacing about.

The next step, although minor, was still a worrying danger. Word had arrived of Celestia upping security through the country, thankfully slowing down the plan to the point that something could be done during the wait. It would begin within a few weeks, and standing idle was not an option.

Neither was moving before the time was right, though.

Two weeks. A move would have to be made in two weeks time. No sooner, for fear of making General Grimhildr... Mom... suspect anything. Not too much later, for fear of not arriving in time to deliver the warning.

That lazy prismatic blockhead better keep herself safe until then.

*****

"Remind me, why did you want to come with us?" Spike asked, pulling the chain that controlled the balloon's burner. It wouldn't be long before they arrived in Canterlot, the balloon being much faster than taking the winding road around the mountain, or even the train, and didn't need to stick to any other schedule than the weather's. A perfect mid-morning to go see the princess, by the way.

"Other than it was 'suggested' I came over? Because I need to pick up some specialized supplies." Well, a few foals' set of magic training supplies was simply too embarrassing for her to purchase in such a small town, for starters, but was looking more and more necessary to build up the required skill.

Didn't help that pure rote explained jack s-squat about what she was actually doing. Why did Chrysalis think it was a good idea to make a team with so little magic support? Oh, right, magic encourages certain types of thinking that the crazy bi-witch could not risk in her clueless supporters, and would not even risk sending somepony with real magic along lest they accidentally learn any.

'"Magic is for the most trusted of my ranks" my tail.' And that was a phrase she never would have thought would ever cross her mind.

Oh, and pick up some spices and exotic ingredients. Searching for a job took her to the notice board at Town hall, which made her see that restaurants in Ponyville needed additional help to handle the load... maybe, if she took advantage of her abilities in foreign cuisine, she could make a food stand of her own.

Hehe, ponies eating ramen... for some reason, it was hilarious.

"Nopony is forcing you to do anything; you can say 'no'." Twilight had flinched at Forest's sarcasm, and turned to her with a look and voice of compassion. Forest was wearing a regular saddle and skirt, for a change (still a changeling disguise, though).

Forest's lip twitched. "Celestia wanted to see me. I... I don't want to displease her."

Twilight didn't know what to think - true, she, too, hated the idea of disappointing her mentor ever since she was a filly; scared, even... and yet, for all the times she whine-complained to Spike about how her life would be over if she didn't turn in her work in time, mostly as a reason to why she would attend this or that social event... she had never, ever reacted like Forest.

"I'm sure she'd understand." Spike said with a knowing tone, rolling his eyes, thinking of Forest's nervousness as being similar to Twilight's.

"When you have the attention of those greater than you, you do as they say." Forest answered, staring impassively towards Canterlot.

Twilight didn't like that gaze; it was empty and weak, that of a pony that had given up, marching towards a grim future that made death alternate between a certain punishment and a mercy.

"The princess isn't like that." Twilight weakly argued.

"I know!" Forest said through gritted teeth, the blank look changing into one of anger. "I know! I was there! I was there when she did that spell and with Luna and- and- AGH!"

She huffed, closing her eyes to regain her composure.

"I felt her sincerity and kindness, but she knows my identity, and she's just so powerful!" Forest shivered, gulping down her nervousness. "I think I can keep it together if she's present and I can feel it, but otherwise? Everything my life has taught me screams to me to just bow my head and do anything they ask..."

"Anything?" Spike asked, feeling a little down; he didn't know about her changeling status, but he had been told she was an orphan from some far-away place, taking what shelter she could find.

"Anything. Take down her enemies, heel, beg, bow down and raise my tail, whatever."

Twilight hung her head. She was still getting used to the idea of having a changeling friend that was literally fed by their love, so the fact that Forest wasn't even from Equestria had yet to register properly; when she spoke like that, it was a harsh reminder that Forest had lost everything - that the reason she thought so little of travelling the world was because she had nothing to return to or hold her down... it was the reason why the changeling queen Chrysalis- no...

A chill ran through her body, and her blood was replaced by ice water. 'She wouldn't! That's too-...!'

"Did... did You-know-who do... something...un-untow-...?" Twilight was scared, scared to ask, scared to know, her tremors and the lump in her throat made it had to form words.

"Hmm? Oh, no... she was rather sincerely cordial for one so crazy; even if she weren't... well, more flies with honey and all that." Forest said, thinking that Chrysalis was rather genuinely concerned about the survival of her 'hive' city; it was just that she was insane and looking at things wrong. Honestly, she could be a weird parallel to certain dictator from the World War era; the main difference being that she paid attention to all things that transpired in her domain, big and small, and reacted with genuine compassion, going as far as taking in wandering changelings and promising them a place in her 'golden future' just the same as any of her original citizens.

"But her I can hide from." Forest slumped in the basket, as the remaining distance dropped below a third of the total. 'And the only way she could pose a danger to me would be if she were to absorb a lot of energy and stored it, instead of distributing it to her subjects. Should she ever go through with her invasion plan and meet me, I hope I'll be skilled enough in magic to tell if that's the case.'

"Once Celestia laid her eyes on me, and knew my secret... she might as well have branded me. I can picture it, even." Sitting on her haunches, she chuckled. "Spike, cover your ears..."

Spike didn't question it.

"I can see it, seared on my chest, written in flowery script: 'Celestia's bitch'..." She trailed off after gesturing with her hoof over her chest, not paying attention to Twilight's flinch or discomfort as she began to laugh, creating a sick, twisted fantasy as her emotions entered a downwards spiral. "And- and sun emblems everywhere, too! In case anypony has doubts who the bitch belongs to when she parades me by the collar on my neck!"

Her hollow laughter was stopped suddenly as Twilight embraced her tightly around the neck, and even Spike's warm draconic body was pressed against hers.

Around the neck. A thought came to her.

She could... it would be quick. There wouldn't be any evidence left, and she would gain much power and greatly advance her mastery of magic. Yeah, Celestia would want answers, possibly seek her out if she suspected of her survival or involvement, search for a shapeshifter... but her viral powers would throw a wrench in that plan, just by making her an entirely different changeling, or even a pony - an earth one, to disguise her enhanced strength and the fact that she did not need any love to use it.

"She's not like that." Twilight whispered, and something wet fell on her; it was warm and calm, relaxing... another one feel, and Forest could feel how the warmth soothed her.

Oh, right! Twilight was crying, and for her, too. The spiral was cut from the root, and Forest sighed inwardly as only now she recognized yet-another empath trap she had fallen into.

Her status as a changeling had been one of her trump cards against the princess, and it didn't last a full day! Now she had to thread lightly. Back in New York with Mercer, at least, they were all the same: Viral beings. Her... his life had gone to hell already, and options for survival were getting scarce... here? Forest was alone - alright, she could infect others; big deal, the minute somepony says 'monster' the fire would rain from the skies.

Celestia had eyes through the country, and she was completely at her mercy. There was only staying in her good graces now, and, unlike Mercer, Celestia had little reason to give her real self a chance.

"I know, Twilight, I know. It doesn't make it any easier." She quietly returned the embrace...

It didn't make it any easier.

It still did not change the fact that Celestia all but owned her now.

Author's Note

I almost named them 'Grand Leylines' and I was all like "Wait a minute, that sounds familiar... where have I heard something like tha- oh... right."

Question, would anyone be interested in reading about the kind of weird things a mind addled with magics it wasn't prepared to handle thinks up? For some reason (alright, I know all of the reasons) it involved lots of bondage.

Chapter 11

Twilight, though still a greenhorn in the social areas, was observant enough to tell apart all of her friends by body language. There was a certain sway to Rarity's body with each of her steps that, given Rarity's personality, she filed under 'feminine' (she needed further observations to see if it should be 'seductive'); Applejack, on the other hoof, had a... she would call it an 'air' about her, like she was in control of her every move - most likely, years of work in the farm had made her find the best possible way to do her chores without wasted effort, kind of like having discarding unnecessary movements with time.

She still didn't know what to make of Forest, who kept moving differently in public and private, but the po-changeling next to her? She walked like scolded dog, on the way to receive punishment.

Twilight opened her mouth to speak, but Forest beat her to it.

"I need to see her. I can't stay scared forever." She said, looking as if trying to drag a weight just to raise her head. "Back at the old castle, wi-with her, it was the closest to Heaven I'll ever be. I need this. I need it."

That attentive part of her mind held on to the odd comment, and then filed it away for later. They were right in front of the doors to the princess's bedroom, and the guards escorting them nodded to the ones guarding the entrance.

*****

Celestia was looking through a dusty old spellbook, part of the ones she personally guarded, while Luna was off to search among the books in the Stormbringer Wing, which held all of the weather-related works.

She remembered having heard of the kind of spell that had been suggested - an incredibly potent dispelling effect that could work even on nature - but had never learned it herself. Something about stripping the magic from the place and sending it elsewhere (back to the surrounding leylines, most likely)... well, some types of magic enchantments inherently resisted such things, but having to keep the weather malleable enough to make their weaponized versions with their fabled speed would make such a protection impossible. That Major Leyline next to them poured its contents into the air, making the spell like trying to empty a tub with a glass, all while the water was still running and one were emptying the glass into the tank feeding the tap.

The only leylines like that in Equestria ran through Cloudsdale and Las Pegasus, and were proportionally smaller and slower - enough so that a single, well-placed spell, if there was a way to make it potent enough to engulf either city, could still make them fall. The other cloud cities wouldn't even have that, and everything on the clouds would drop as if the clouds were simply steam from a teapot.

Not that she needed remembering why she never learned the spell.

Not that she needed a spell like that. Even after Luna's... absence, she alone had been deterrent enough to prevent the country of Cirrus, another of the cloud countries, from acting against Equestria. They would have the advantage against the Equestrian soldiers; she had the power to swat them away.

But times change. She had little doubt that, now that Luna was back, a confrontation would be considered an even worse move on their part than before, but the cultural changes, and the current problems... they might just ignore the fact that she has not stood stagnant or that Luna was still rather strong even in her diminished state.

This spell, should it be found and adapted successfully, would save a lot of ponies... perhaps even the other side, should her ponies be capable of arresting their fall. Now, if they instead-

Celestia blinked, suddenly losing interest in the book as a stray thought entered her mind.

There she was, studying countless tomes of magic (again), learning what she could from the past, thinking about angles and possible moves for a conflict that might happen just as much as it might not, thinking ahead... all because of a letter born of two sentences.

Either Twilight rubbed off on her, or she did on Twilight. She wasn't sure of which. Gauging oneself was pretty hard, after all.

Granted, it wasn't every day that somepony just ups and tells them that the black box they've been seeing all of their lives was white on the other side and unlocked.

Again, gauging oneself was hard. It often took somepony that had a different viewpoint, if not a different context altogether.

The door to her chambers opened, and she smiled warmly at the chance to once more share time with her student.

Celestia could tell something was wrong.

She had long since learned the ways to read and interpret body language, and then elevated it unto an art form; refined to such point, that she had had entire conversations where neither side uttered a single word.

She did not need any of that experience to tell something was very wrong with the changeling.

She was walking as if coerced or pulled by a leash, her head was low in defeat, her tail was tucked in between her legs, and her steps said that she would rather be anywhere but her room.

Her eyes were closed, and Celestia could see tears. She worried for her.

Forest drank in the... she could say 'presence' of the princess. She took in the sensations that were so contrary to what her brain screamed at her, and slowly drowned it out. Soldiers had a healthy fear of authority, changelings were submissive towards figures of power they recognized, her own experiences only punctuated it further...

But Celestia was nothing like that like that.

Princess Celestia wanted cooperation, not nigh-blind obedience like Chrysalis or Mercer's fear-fueled whatever-the-hell she could call it. Hmm... unlearning her responses was needed, or else she would never get her mind to work while the princess was near.

There was, and likely would always be, that worry that Celestia would find out her greater secret and... 'cleanse'... better stop thinking like that.

"See, Twilight?" Forest said, turning to the mare besides her and opening her eyes slowly. "I just needed to come."

Celestia could see a change - now Forest walked like she was unsure of her footing, despite being inside the castle where the guards-...

Oooohh...

Forest was still scared of her.

She... well, it had been quite silly of her to expect that a single moment, even one so powerful, would change what must have been years of thinking that she would be 'unkind'. The only cure, if that could ever be reversed, was the truth. Celestia's heart ached, guilt making her lower her gaze. It was like the animals she took in for her sanctuary; they arrived wary of ponies, afraid of being mistreated by an ill-tempered 'master'.

Forest sighed, quite clearly of relief, and bowed. She was now more like a small cat under a large dog's nose; still that slight hint of a predator stalking she had noticed during the party, but now it was only to avoid drawing the attention of a stronger being.

"You requested our presence, princess?" Forest's attempt at being polite and respectful was undercut by the way her tone suggested she had not taken it as a request; the way Twilight and Spike looked at her and sighed told Celestia all that she needed to know about it.

And yet... Forest was loosening up. Oh! Being able to sense emotion, she must be able to know of her sincerity!

"Please, stand. If it was an inconvenience, you could have stayed at home." Celestia was unsure of how to proceed, but spoke anyways; Forest's fear was beyond Twilight's most extreme moments - after all, those had merely been the overreactions of a filly. "I only wished to discuss things with Twilight; yours was a cordial invitation."

"I hope you forgive me if, in my experiences, my madness seized control of my mind and interpreted it otherwise." She said, managing a smile. Well, at least she was conscious that Celestia did not, would not wish her harm.

So long as she believed her to be a regular change-... ugh, she did it again.

"Alright, now that's just trying too hard." Spike said, sliding down Twilight's back after she bowed.

"Give it time." Forest replied.

"You are not insane."

"As somepony once said: We are all insane, it's just that some are more than the norm, and harmless is the usual rule." Forest said in response, a smug smirk in her face while Twilight placed a hoof on her shoulders.

"Better?" Twilight had always taken the well-being of others seriously even when she saw no point in friends, but seeing her support another like so in their times of need made Celestia's heart swell with pride.

"Emotionally? Much better. Intellectually? I think I'm screaming. Learned behavior can be nasty like that." She finally, finally, looked Celestia in the eyes, if only for a moment. "In my ideal scenario, I would just be another pony in town, and I certainly would not ever be in the princess's... quarters..."

Only now did she notice. The room had much more purples and blues than she would have expected, instead of whites and yellows as one could have guessed. There was no grand painting of Celestia in a pose or a glorious moment of her past (there were enough in the museums, after all), but there were some of personal moments between her and past friends - and even an obviously new one with both sisters in it. The fireplace had many small, framed pictures resting on top, possibly past students given that some activities looked academic, but pictures of Twilight took central place; more than a few gave the impression of family photos rather than school pictures... on further observation, it seemed that Twilight had started the youngest, or at least the smallest, out of all of them. The furniture was another shattered assumption, as each piece was an elegantly understated affair of painted wood of solid make instead of opulent solid gold objects with more decorations than the palace itself - not that surprising, given Celestia's nature.

Celestia offered them a seat with a gesture of a wing. She was trying... alright, she usually tried being a loving teacher, but with Forest... hmm, she would go for 'good host' and 'kind supporter', pour some tea, and see where it took her. There were plenty of soft, velvety cushions piled around the table she had used oh so many times to read along with her students, or take tea with a friend, or, more recently, have Luna taste some of the wonderful desserts that had been made during her absence.

At least, Forest was showing more confidence and didn't seat herself the furthest. Truly, the little changeling must have gone through harsh ordeals to get here.

Forest let out a contented sigh. She figured that if the Sun Princess had not yet called the fury of Sol to turn her into vapor, her secret would be safe for a little while longer. That she felt love flowing in was reassurance enough... warm and 'filling', she could say; if she had to liken it to anything, she would have to go for the obvious and say 'the sun'. She sent her horn into 'sleep mode' again and 'awakened' the pegasus magic within, letting it passively bring down the weight of her biomass a little as she took a cushion for herself.

"Hah... a little comment, and now I'm having tea with a princess." A pony princess with magical sparkling hair in a country full of magic ponies with a monster-filled forest, at that... it would make good television.

"Which reminds me; you are very observant." Celestia said, glad that those tense moments were behind them at last; she would have to handle things more carefully in the future.

"It was basic strategy, at least, the way I understood strategy... lure the tiger down from the mountain - away from advantageous terrain. They might be able to move their country, but I figure that a leyline would react poorly to being moved." She sipped some tea; jasmine, huh? "Be flexible; if you have a sword, but are fighting somepony that beats swordsponies, then don't be one. Fight dirty, as it were; honor is for those that can afford it. Honor rarely makes good strategy."

"You are familiar with strategy? Was that a result of your past?" Celestia asked, and she did not need to add 'with Chrysalis' for the ponies to hear it.

"While there were some tactics involved, I have known my way around trouble for a long while." She sighed, taking a slower sip from the cup on her hooves.

"Is that why you said the princess was 'the closest to Heaven' you would be?" Twilight said, and Forest would have spat her tea had she not bitten her lips.

"I-I said that?!" Her heart began to pound and she looked at the princess, tensing her shoulders as if trying to make herself smaller.

"Why do you fear me so?" Celestia whispered, ears flat against her head, the ache returning; so much for 'careful'.

"I... you are smart ponies, and you have all the pieces." Forest forced herself to say, trying her best to avoid... everything, really.

"Pieces?" Spike asked, and the princess raised her head.

"Please... an orphan, of my nature, travelling from place to place? Alone?" Forest's voice was once more that accursed empty thing in the shape of words that Twilight so hated, even if those words tried to say why they were like that.

Spike took it to mean she had stolen.

Twilight did not know what to think, but despite being unable to hold the nebulous thought, she had the impression that it was worse than stealing.

Celestia had a much better guess as to what she was implying, but was more interested in the pony herself. Those eyes looked as empty as the voice that came with them sounded; she was broken.

Wherever Forest had come from and whatever had happened to her had broken her.

Celestia knew that other nations did not take society's issues with the same... fervor she and hers did.

The founding of Equestria had brought many changes; the old families that were set on 'the way things should be' were not given much hold or say in the management of the new land, and tribalism had been, if not nearly eradicated, dealt a mortal blow in a single generation. It had been decided that the Equestrians would look after their own closely.

It only took facing certain death to adopt the new policy.

Other countries... well, their griffin neighbors had some very different procedures to deal with - say - orphans. Which is to say that they did nothing at all.

Celestia understood Forest's fear a little bit better. If somepony did something extreme for survival, it was likely they would not want others to know, much less somepony with her authority.

It also partially explained why she moved the way a tiger did, like nothing in the jungle could bother her, just wary of surprises; Forest simply wasn't feeling very threatened by ponies, and could just use her changeling powers to 'skip town' and vanish. An ability that was taken from her when she revealed her secret; the fear made sense, it was a huge mess of intents conflicting with her nature and the consequences of her past.

Unfortunately, that also made her dangerous. A broken, empty mare with a predatory nature, with no attachment to... well, anything? The saving grace being that she was at least aware of it, trying to sink into the cushions like that... once more, Celestia could not help but picture the animals of her gardens. Wait... that was the thing, no? Forest did get attached, however thinly; that she could think of Celestia like that was proof that, even if Forest wore masks - as changelings are wont to do - over her empty eyes, there were things that reached something. If a pony wears a mask, the muzzle can grow to fit; it appeared that there was still something left that could grow. It gave her hope.

And made her feel a little embarrassed - 'closest to Heaven'? Her?

That was a line of thought that could get them out of the awkward spot they were stuck in.

"Heaven? Why is that?" She chanced ask.

Forest came out of her latest bout of paranoia, having just now concluded planning 'dungeon escape #26', where she had to use her viral abilities to essentially ooze through the drain.

"Huh?"

"Why would you say... that..."

Forest adverted her eyes. "You remind me of my mom."

Celestia carefully extended a wing, once again covering the changeling with it.

Forest was glad that her body didn't work the way it used to, or she would have emptied her stomach already. She never willingly exposed herself to the attention of others, it just didn't feel right and put her on edge, even if she responded to Mercer's focus with apathy; the exception, of course, being the times she was under disguise around people unaware of it.

Well, for once the lack of talent with her empathy was being useful; she would be a shivering wreck if it weren't for her inability to filter out bursts of emotion, so she had to settle for 'browbeaten changeling' until she stopped freaking out from merely being near possible causes of sudden dea- oh for God's sake...

She didn't have to act, though.

"Let it be known that, in Equestria, the well-being of all residents is important, big and small." Celestia spoke firmly; it did not take a genius to know that she took the subject seriously - there was steel in her voice. "I have made it my mission that situations like yours are prevented to the best of our ability."

Forest felt the warmth on her body, but nothing else much... it was hard to, considering just what comprised a 'situation like hers'.

The shadows in the room waved and stretched, converging to a point on the floor and then growing as a pile of books gently floated out of it, followed by a crystal-shod hoof calmly stepping out of the darkness, the shadows returning to their rightful shapes after princess Luna finished crossing over.

"Sister, while I understand where I erred, I would have preferred to be informed that the Traditional Royal Canterlot Voice 'fell out of vogue' not by a librarian, but by my own-" It was then that she noticed the somber mood.

Luna blinked at the scene.

"Did... did I miss anything?"

*****

"A distressing situation indeed." Luna nodded. Surprisingly, it had been Forest who explained most of it, albeit apathetically.

"Though memories are the only things that we can call truly our own..." Luna said, making Forest feel incredibly uncomfortable, what with Blacklight and all. "We are more than the sum of our memories."

Forest... listened; an ear swiveled towards the princess, at the least. She remembered being Forest Benedict Riddle, but had the changes been too much? Was she like Mercer, having simply woken up with a different mind that held memories from another life?

Given the apathy and disinterest, did she even change? Did it matter? Had she retained something more, would she have lost it? Or had her emptiness been so great that the infection had nothing to take away?

"Our pasts may have brought us where we stand, and shaped us to what we are, yet the path already traveled cannot decide our destination for us." The younger princess muttered what may have been 'I shall not allow it'.

Celestia took it from there.

"Memories, you see… They are like a pack that you carry as you trek toward the future. This burden cannot be too heavy, nor can it be too light. If it is too heavy, it will weigh you down before you ever reach your destination. If it is too light, you will reach your destination having gained nothing from the journey. Do not allow your past to prevent you from making a future."

It was something to ponder...

"Like deciding what to do in case of an invasion?" She finally asked, raising her head a little.

Celestia smiled.

Maybe, just maybe, the hollow mask could be filled, and the broken heart saved.

Author's Note

Freefall reference. It was just... perfect! It fit perfectly!

Also, Luna and Celestia's speech on memories comes from SPOILERS, right when you SPOILER.

Chapter 12

The talk was not very long... the ponies grasped the concept of twisting everything to their advantage quickly; 'it's only cheating if the other side does it', after all. That and, while there was no definite spell to do as she had suggested, they had enough information to at least attempt to make one.

If things ever got too bad, Forest could always tell them that clouds were made of water, thus technically made of fuel and an oxidant. Alchemy (soooo convenient; where was magic back on Earth?) plus deconstruction of clouds plus a spark equaled a big fireball.

They were offered to stay a day - actually, that had been on the invite, but Forest had been too out of it to process everything correctly. Still, princess Celestia even gave her a little gift, as an apology for the scare - something to purchase... her... foal's magic sets and some books.

It still felt a little degrading, since this was education that, for ponies, was often dealt with by the parents at a young age. For changelings it varied wildly, depending on where they lived; it could be in a hive (and differences from hive to hive could be just as great as between countries), deep-cover changelings, or even independently-living changelings like she pretended to be; there were rumors of one hive being more of a community effort - a magic kindergarten kind of deal. Sure, there was something like that in Equestria, but pony foals already knew some before entering.

Well, magical education in Chrysalis's hive was also a community effort, if looked in a certain light and squinted...

The skills the group had were very useful, true, but Forest wouldn't have minded trading any one of them for some magic. Take seduction! She didn't need that one!

One of the females was the social one - the gossip-weaver, the mare of the whisper campaign, the one that had an ear to the crowd and gathered and managed the information. Dang good singer, too. She kept in mind public opinion and such... as well as -ugh- seduction.

On both genders.

As both genders.

Not... that bad, since there was much more to seduction than sexual intimacy; the mind-games could be subtle and platonic, no more intimate than simply trying to get an acquaintance to try something outside of their comfort zone - 'establishing a rapport with discretely-placed personnel is a possibility' and that was when the original drifted for a second, but the changeling got that she could make a stranger turn into a friend and accept their oddities if she did things right. It was just that the thought of a roll in the hay to get information or favors felt weird, and 'things to try in bed' was a rather long list that the original had paid a little more attention than Forest thought comfortable. Back in NY, Forest had taken disguises that meant that he/she had to act... well, a little like that, too, but nothing ever happened; even when actually needing to get something from them with or without offing them, Forest would prefer to intoxicate and sweet-talk whoever couldn't be consumed (safely or at all) and those that had to be gotten alone. Plus a little poison or sedatives never hurt a mission; soft, smoky tones and tracing a finger with a 'barely-there' touch, a soft smile, leading the way, closing the door, locking it, stinger to the neck. Booze and the prospect of getting some were just as good as the deed, then add a little chemical incentive to get the filthy pigs and their screwed-up attitudes to sing or willingly walk to their end.

Right, that was why Forest didn't like it! The pigs! And that included a surprising amount of women...

'Must be because it was the men who had to shoulder the bad rep as one, instead of individually as women do.'

Well, Equestria seemed 'cleaner' on all accounts, including that. Empathy, so it wasn't like she could be oblivious to wandering eyes, even if she tried (it would take too much effort at her current level of control of her empathic ability). The cultural differences regarding sex were actually pretty interesting, or so Forest thought. She could even feel pretty without having to worry (too much) about ponies with lame pick-up lines or getting ogled in a way that made her feel unclean (fu-freaking hell, even that time she fell into the NY sewers wasn't as bad as that one group of Blackwatch soldiers). It was... nice; yes, it felt nice to be admired for her physique and respected as a mare at the same time.

'Huh, would you look at that.'

Being a changeling might have just murdered what little there was left of Forest's gender identity; who, as a Blacklight being, already considered it optional; who, as a human (man, obviously) would not have minded... say, a shirt with Rainbow Dash on it, or maybe one with princess Luna.

Pony clothing?

...

Nah, it'd never catch on - outside of the little girls demographic.

One thing came up after the issue of her magical education, that being her regular education. Thankfully, changelings had to infiltrate pony settlements, so that meant that they had to pass for them... which meant that they had to know things a run-of-the-mill pony would. She had to 'work on her history', due to the backstory she had made for herself (most of it true, as all good lies) saying that Chrysalis was telling the 'true stories'.

That is, making Celestia seem... pretty messed up, actually. Some sort of greedy racis-speciesist nut-job that only desired to increase her own country's coffers at the expense of the others - a sentiment that the griffins shared, at least in part. Or so Chrysalis said; though it was a bit easier to believe, given that the tension with the griffins had to start from something.

Still, her math was 'good'. The blue female, having a more active lifestyle than the others, was supposed to take jobs that would play to her abilities and let her pass her physical training as something normal - more specifically, weather, with all of its diagrams and instruments; she knew a bit about numbers in addition to ways to break somepony's legs with a hoof tied to her back...

'Chrysalis might not want them to question her, but she honestly wants to keep her changelings safe. It was an education, at least.'

Of course, that was not as impressive once Forest took into account the things she got back on Earth... well, she had to tone down the skillsets anyways... aww man, did that mean she'd have to take tests and all that? Yes, according to princess Celestia; if she wanted all of the papers she'd need, she would have to have work for them. She wouldn't need them if she were not planning on owning a food business (which had to submit to careful regulations), which would not be necessary if the good long-distance travel models of airships weren't so f-freaking expensive. She'd have to upgrade her small business idea into a full-blown restaurant for that one.

Proof of her education was not too bothersome an issue, given that she would need to learn everything she could about a whole new world anyways. No, the problem would be that she'd have to make it seem like she was studying at a pace like that of a pony (eidetic memory was an excellent excuse to quicken things a little). She could get away with Twilight overseeing her magical education, while she 'studied' everything else on her own with the occasional check-up; she probably wouldn't need too much time, not needing sleep and all, but she had to pretend she had to; she would appear like a super pony (which she didn't want) if she could flawlessly juggle magic, studying, her food stand plans, sleeping...

Forest realized she might be trying to bite more than she could chew. Forest the changeling, anyways.

Bah, she didn't have a deadline, in any case; she also couldn't just up and leave while the political situation was like that, not without looking suspicious.

Or without trying to get a piece of the action for herself... perhaps even some spoils.

*****

The door closed.

"That was... enlightening." Luna said, turning to her sister.

"Indeed. At first, I worried that Forest would be a danger to others... now I wonder how is it that she isn't."

"I should have known you would notice as well." Luna's eyes wandered back to the place the fake unicorn had taken.

"I believe that even Spike noticed; no matter how she tried to avoid the topic, it was clear she witnessed whatever ill fate befell her parents... perhaps only narrowly avoiding it herself." Celestia held back a shiver, though whenever it was of sympathy and grief, or rage at whatever place that could leave a filly to suffer like so, she couldn't say.

"I do not think it was disease... not unless it was a cruel one, be it agonizingly slow or painful. While it might explain her health-conscious ways, her gestures and displeasure when the topic turned to the involvement of innocents in the recent conflicts make me think of something... sudden." Luna sighed, trying not to think of how old Forest must have been at the time of her loss to be so numb to it. "Speculation will do us little good..."

"Making friends can change everything; that worked with Twilight, and I have faith it shall work on her." Celestia glanced towards the newest picture of her student collection. Twilight and company, cheering around a slightly-dazed Luna wearing flower necklaces; Forest was also dealing with a light confusion, but it was clear that the emotions in the air were soothing her after their horrendous first meeting.

"I can see why you are proud to be her teacher."

Celestia... laughed. Not her usual refined giggles - those were for 'polite' company. Not her regular laugh - that was for relaxed environments. No, this was the sort of nervous laugh ponies let out when they saw something amazing beyond all expectations, leaving them otherwise numb to whatever it was that they just witnessed.

"..." Luna couldn't quite understand the sounds Celestia was making, though she could see that her lips tried to make them into words anyways.

"I did not tell her to stop reading books merely because I wanted her to make friends." Celestia finally said, eyes distant and disbelief clear in her voice. "When I met her, there was no doubt in my heart that she would be the Element of Magic. She truly understands pride and... but I... I never... you are here." She whispered, smiling yet shocked beyond belief.

Luna tilted her head.

"I expected her to hide, to keep safe so that she would organize some sort of effort against Nightmare Moon, that the Elements would take longer to gravitate towards one another!" Only ingrained habits prevented Celestia's foreleg from going to her forehead in disbelief. "You returned to me in a single night..."

Celestia choked back a sob and Luna quickly comforted her.

"I am back, sister." She said, while Celestia rubbed the tears out of her eyes.

"I know! I know. I'm fine. You're fine. Everything is just fine. You are here, right?" She laughed weakly, giving a shaky smile at her sister. The dam broke and she swept Luna into a tight hug. "I'm sorry!"

Luna simply held her and whispered soothing things, reassuring her sister as she, too, teared up.

*****

Things were... straining.

Yes, Canterlot was rather beautiful - the classical architecture and towering structures certainly gave it a regal air, and with the ponies coming and going it made for a rather interesting atmosphere, but...

In one shop, the owner hit her with a miscast color-change spell. What was he doing was anypo- anyone's guess, but at least he threw in a book on magic as an apology. At least the princess had given her good directions so she wouldn't get lost.

Then another one was working on a spell to make a cloud of something for an alchemy experiment or the like, accidentally filling the whole place. Good thing it had been a simple test using water, or else getting surrounded by vapors would have been a lot more worrisome. Well, after telling him about the dangers of a dust explosion he was appropriately chastised by his own mind, and offered a small discount.

And the air? Yuck! The city was slightly chillier, and the mountain winds were blowing; ponies wore more, lazed less, and most tried desperately to 'fit in'. All those hoity-toity ponies with their ridiculous pride - their noses were so high into the air, they would drown with a light rain...

Disgusting. Really, repressed feelings on one or two ponies was nothing; the whole crowd, however? It was like being covered in changeling slime - the less sticky variations, thankfully.

All that money and influence and they didn't even smile while taking a stroll; they were holding way too tightly to their aloof demeanor. She didn't see the 'elite' or the 'greatest in Equestria'. They were the saddest in Equestria.

Granted, that observation about the smiles was the pot calling the kettle black, but the difference was that Forest simply didn't feel like it, instead of suppressing it like they did. Even if Forest had somehow managed to land herself in a position of nobility, she would rather stick to a character than some ridiculous 'ideal' that had to be upheld at all times - seriously, it would be boring. Nobles don't get wasted with friends, they are 'too refined' for that. She wouldn't find a noble munching donuts at Sugar Cube Corner - Unthinkable! Inconceivable!

Even Twilight, who was mostly unrestrained in her actions and uncaring of public opinion, seemed to have fallen prey to a variation. Do this, because you are princess Celestia's student; there is no time for that, because you are princess Celestia's student. She was getting better, apparently.

Although... that gray unicorn really did seem to love the olive mare next to him, regardless of how much disdain he was projecting to his surroundings, and for her part she was discreetly whispering something that made him feel- nope not going there better pay attention to something else.

It was a trend. Upper-crust pony displaying typical snob behavior on the outside, yet held a soft spot for - say - their spouse or foal. It prevented the city from smelling too much like rancid feelings and rotten attitudes.

One thing DID seem to go right, though; if she used her magic as she would her tendrils, she could have many of them out! It was oddly natural of her to think of a half-dozen tentacles coming from her back to hold her bags, even if Blacklight was unnatural as all get out. Floating all of her things made her care less about not having hands anymore. Yes, it wasn't the same as a normal levitation spell, and she had to bear the weight of what she was lifting, but she was unnaturally strong and could always spare more tendrils to act as supports - well, not always, since the six she already had took a little more concentration than expected, but it could work.

Another thing that happened was that she found a very peculiar ingredient, and the earlier discount meant she had enough bits to spare to get it - it was little jar of something her father used for his personal tomato soup recipe; feeling sick with an upset stomach? Soup. Exams went well? Soup. Simply had a bad day? Soup.

Oh Forest simply loved that thing... and now she could make her own! It was... nice.

With a sandwich for an A in math, or a squeezed lemon or lime for an upset tummy... Yeah. It felt nice! Ah, she really liked tomatoes.

Hmm, maybe she did feel like smiling a little.

Right now, she wanted to sate her curiosity. 'Predictions and Prophecies', that was the book that Twilight said had the warning of Nightmare Moon's return.

Fortunetelling back on Earth was nothing more than just psychological shots in the dark and statements vague enough that they applied to like ninety percent of the population; telling the guy what they want, what they expect, a vague warning, or even simply planting an idea that the other person would make true on his or her own.

Twilight had warned her; authentic Seers were... not entirely 'here', although some of them could fake it 'enough'. Even then, they could make passing remarks and hit the nail on the head every single time, yet somehow be impossibly wrong in any attempts to make a prediction. Their methods could be replicated, but it was such a fickle, tricky affair that even learning was frustrating without the ability...

All in all, it was hit-and-miss over getting something at all, much less something actually useful or relevant. Save for one or two things that supposedly always said something relevant, but most of the time wound up saying either things that the teller already knows, or things without a clear meaning.

Normally, Forest wouldn't bother with such a snipe hunt - way too many things left to chance - however, something was a little different than usual.

Forest had something more than just a cover story. That mask of hers was so much more - it needed to be seen, felt, believed in ways beyond the ability that petty lies, illusions and smokescreens had. It had to be lived. Forest the unicorn was like a smooth blend of Rarity and Rainbow Dash - proper and refined, concerned for her appearance but in that athletic sense; not content with staying still, nor too bothered by the opinions of others, always reaching for something better; lithe yet tough, svelte and attractive yet with the undercurrent of something sharp hidden just beneath. Forest the changeling was slightly less focused on her looks and more on her skills, and cautious around public opinion; she was more ambitious, adventurous, even, and was not afraid to work as hard as possible to get what she wanted; still slim, being the same base body, yet undeniably tougher still, and quite obviously the source of the predatorial feeling.

Both had been born of and from Forest; much of her real self (as real as a Blacklight being could be) had gone into them, with just a few things built over so that they would fit in this world of magic and friendship... oddly enough, they were fuller persons than their original (again, as original she could be while being Blacklight).

Forest was certain that looking around to get her fortune told was not something she'd have done back in New York, even if there had been magic and the possibility of it being authentic; Forest Benedict Riddle, however, being the weary-yet-curious changeling she was, would want so, so it would be done.

Changelings were supposed to be more in touch with their emotions, even more so than ponies, and so some of their desires could burn stronger than 'normal'. Forest wanted it, so fu-fu- wait, breathe deeply... Fuck it it shall be done!

If Forest wanted to explore what it felt like to be.. to be desired... alright, that one would have to wait a little. None of them felt like knowing more right then, not until things settled somewhat. If she was going to travel the world, she had to make peace with the idea that she'd receive pick-up lines more than once, and she could not freak out at or threaten to geld every single person that tried; one of the guys she had consumed liked to seduce tourists and bed them, just for the hell of it.

She couldn't take too long, however, Twilight wanted her to meet her family, then go have dinner somewhere nice.

She just knew it would be awkward.

Author's Note

Relevant. I don't know how, but it's relevant.

Also, Forest is using her magic tendrils similar to this Lyra's magic hands.

Chapter 13

"You do not seek guidance, yet you have questions only one such as I can answer."

Weeellll... this one looked like she was authentic. A blonde unicorn with a snow-white coat and a veil calmly bid her to sit in front of her crystal ball. The shop was filled with all sorts of objects with not one defined origin, purpose, or theme; books, cloths, vials of mysterious liquids, something that looked local, others that looked eastern, others WAY eastern, and many other random objects - or apparently random, in any case.

"A quick, three-card reading is just five bits." She said, and Forest decided to get her fortune told, if only to see how did such a huge deck of cards worked. Seriously, those were hundreds of cards.

The cards were engulfed in a bright green glow.

"It's easier since you are a unicorn; just add your magic." She said.

Forest obliged, trying to do it like it was a regular levitation instead of her new method. The cards shone like they had been teleported, but other than that nothing happened. The teller picked up the first card.

"I see... a journey."

That was a typical fortunetelling tri-

"A journey from so far as to be unable to point the beginning in any map we have... odd for it to be said like that."

Alright, maybe not so typical.

"And a second one, less defined, yet intentional, ambitious, even." The teller laid down the card, face down, next to the deck before drawing another.

"I see trouble. Enough pain and adversity as to break the will of just about anypony, and yet it's so distant! It seems to me that the first journey left the most dangerous of them behind, although it is safe to bet that the troubling parts linger, hmm?" She placed the second card on top of the first one, then quirked an eyebrow at Forest.

Fortunetelling. Scarier in hindsight.

She drew the third card and frowned.

"It's in the past, but it says 'Unnatural End'." The fortuneteller glared at the card, and Forest started to panic - that dull, slow panic of those who barely care, but building up. "Obviously, you're here, but this brush with death was so close and so strange, I'm likely not going to see anything else."

"... why is that?" Forest managed to spit out. She steeled herself, determined to not let her thoughts show on her face.

"It happens all the time. The things I see are larger or smaller depending on impact and many other things - I once read the past of a mare that nearly drowned as a filly, and was able to see danger in a cruise she intended to go."

"I take it she cancelled." Forest was debating turning around and leaving Canterlot right then and there, or pray that it would resolve itself.

"Right. But, it was blurry; it was so similar, that only the other factors allowed me to see it. If there had been danger from an accidental fire, it, too, would be less clear, yet clearer than falling to the sea. Intentional things, particularly more direct, violent ones, may obstruct other details. This, however..." She glared at the card as if it had personally offended her.

"Whatever it was, it was an enormous event in your life - regardless of whenever you were aware of how close you came to death or not. I can't see anything smaller. It seems it can't possibly happen again, either, so I can't see what it was, or when, or where..." She huffed.

Forest sighed internally; changelings - and, curiously enough, a few Blackwatch grunts- had good acting skills in addition to great poker faces.

"It bugs me; you could have been eaten by a mutant monster, caught some unnatural disease, gotten tangled up in an anomaly of time and space, you could even have been turned into a zombie, and I can't see anything!" The mare slammed the card on top of the others, glaring with such intensity that she never saw Forest's eyes growing wider - and if she did, it would be more reasonable to think it was because of her own loss of composure.

"Well, my body is not a rotting mass of flesh, brains do not seem like an appetizing cooking ingredient and, to my knowledge, my actions are my own; we can discard reanimated zombie and voodoo zombie." She let out a brief chuckle, still slightly nervous.

"Hmm?" The fortuneteller glanced back, an eyebrow rising slowly before she waved a hoof. "Oh, right, right. It was just an example; it's too large and too blurry! Oh! I have an idea, wait a second."

With that, she teleported away, to the back room if the sound of marbles falling -and rolling- on stone was any indication.

"Yes? No, no, no! Ugh!" Judging by the sounds, most of the marbles fell to the floor. The fortuneteller reappeared in a flash, ears flat against her head in sorrow.

"I'm sorry, I can't read anything clear; all I see seems metaphoric... maybe you can make sense of it?" She said, offering a sheepish smile.

"I... sure." Forest agreed. She could feel how bad the other mare felt, and it was kind of uncomfortable to know she had caused it.

"I only picked up colors; something red that lost against something black, something white that was supposed to oppose the black, but became tainted by it - which I don't understand how's that possible- and it all turns quiet. It only said to keep an eye out for Blue."

"Blue?"

"Something about a blue pony for luck, and a blue thing on the ground for danger." She sighed. "Now I'm depressed."

Alright, so it was just something colored blue...

"I'm sorry I couldn't read your fortune." The fortuneteller apologized again, sliding Forest's money back to her. "Let me make it up to you."

"That's not necessary."

"No, really. I know this place, run by a couple of friends from away..."

*****

"Shiny!" Twilight greeted her brother at the door of the suite. "Come on in!"

He was a little red in the face, painfully obvious thanks to his white coat and contrasting sharply with his blue mane, and his breathing was a little uneven; Twilight knew there were a lot of stairs through the city, and the room the princess gave them was on top of a tower, but Shining Armor was supposed to have better physical condition than that.

"Hi Twily!" He smiled awkwardly and chuckled. "Sorry, I was running late and- erm! That's not important."

He coughed and walked inside, becoming a little redder.

"Shiny..." Shining heard Twilight say in that tone nearly every female knew how to use instinctively - the 'you'd better start explaining right now' one. It was nearly a perfect copy of mom's, too.

And a tiny bit like Cadence's, now that he thought about it. Made sense.

"I ran into a mare, holding her shopping in her magic. She... I... I startled her." His blush, for that was what it had been, intensified again. "She didn't drop anything, but looked distant for a few seconds, like she was remembering something... then she got mad."

Her shouting was still vivid in his memory; he stood with his hindlegs just a little bit closer together. Royal guard or no, there are things one simply can't take without reacting.

"Don't worry, Steel saw everything, so it all got cleared up." Shining smiled, then put on a flat face. "I need a shower."

"Ehh... sure? I mean, sure!" Twilight replied, trying to perk up her brother. "Mom forgot the camera, Spike wanted to catch up with them, so dad is keeping them company! They'll be here soon, but my friend still isn't here; you have time."

"Thanks, lil' sister." He smiled warmly, finally relaxing.

Shining Armor disappeared deeper into the suite, leaving Twilight alone with her thoughts for a short while.

Somepony knocked on the door, although it would be more accurate to call it a pounding.

”Forest! Erm, are you feeling well?" Twilight asked with a little uncertainty, given that the mare on the other side was scowling like she had done when Dash had startled her.

Forest blushed slightly as she entered, scoffing, while her trailing bags went to a nearby table.

"There was this idiot who crashed into me. Seems like he was going at a gallop and rounded the corner without taking care." Her tail pressed against her as she gritted her teeth. The whole thing made a few unpleasant absorbed memories surface, and... "On top of that, I almost dropped my things."

She would have, if not for her reflex having been to pull things closer to herself. She felt exposed due to the memories conflicting with her new body, after all.

"I... I don't know why I reacted like that." She eyed one of the bags in particular, and Twilight followed her gaze. "Sure, that bag might be the last jar in perhaps the whole market, but the thought of losing it, along with... That." She growled softly.

Twilight put two and two and two together, and determined that she had to calm her down before Shining got out of his shower.

"What is in the bag?" Step one, assess damage without rousing suspicion.

"A spice my father used to use." The heat left her voice, replaced by a forlorn sigh. "It's just a cooking ingredient, though... it's not like it's that important..."

Twilight saw her chance.

"Of course it's important!" She said, placing a hoof on her friend's shoulder. "It's like the princesses said; you don't have to let go of everything. They might not be here, but they are never really gone."

Forest hadn't bothered to ponder the implications of her Blacklight infection or what that meant to her humanity for any meaningful length of time, much less her most recent change of scenery - or species...

But she did know something.

"I guess I just miss them." Forest said, but, contrary to even her own expectations, she managed a tiny smile. "They had the habit of telling me every last bit of what they were cooking; I remember the recipes perfectly."

Forest's prior memories were readily available just the same way as the new ones, thankfully.

Too bad it made nightmares much too intense and common. Most of Mercer's group had that problem to tell the truth - well, those that weren't socio- or psychopaths; the desperate ones just looking for a way to survive in a city where one was either prey, 'potential risk', or 'potential test subject'.

Unsurprisingly, those thoughts killed the smile.

Twilight twitched - she had been so close! She saw the smile; full of longing and small, but a smile all the same! Real! Not a mask born of politeness!

"They were cooks?" She tried to coax a little more pleasant memories, fairly certain that whatever had soured the mood had been a random thought - the transition had been way too fast, and Forest did have the habit of going on a tangent.

"My fa- dad was." She remembered that Twilight and the others told her that she didn't have to act so cultured around them. "Had he been a pony, I'm sure he would have earned a cooking cutie mark."

Trying to picture her father as a pony fit for a girly cartoon show got a sad chuckle out of her, same for a changeling, actually. He would... hmm... it was likely that he would have freaked out a little, before her mother calmed him down. Cooking-wise, he would have taken the restrictions as a challenge.

Twilight gave her an encouraging nuzzle - or so she hoped; Twilight wanted Forest to keep going, lest she be forced to endure the sight of a friend with empty eyes speaking hollow words.

"He taught mom the art of the desserts some time before I was born, and she got so good at it that he left them to her. She wore this frilly pink apron whenever she cooked." Mom... wouldn't have cared in the slightest if Forest had turned into a mare; she would squeal like a little girl and braid her mane and tail, that and try to get her to do all sorts of girly things together, like dressing her up.

Forest would have let her.

Mom would also have punched the lights out of anyone that dared to give 'her baby' any grief about it.

"That is- born? Changelings don't come from eggs?" Twilight, it should be noted, also went into wild tangents whenever there was something to learn.

"I'm not an insect!" Forest hissed and scowled at that, making Twilight flinch under her glare. She would have buzzed her wings in irritation, but in disguise...

"Sorry! Sorry... I-I thought..." Twilight stammered, taking a step back on reflex. Forest's annoyance made her feel really uncomfortable, which she speculated was from her predatory origin leaking through her disguise.

"Ugh. Look, could we just drop it? I really didn't need to imagine my mom as a pony laying an egg." There was not enough vodka and whiskey in this or any world to make a mortal man forget something like that, much less a Blacklight; still, she closed her eyes and rubbed her muzzle in an effort to do so.

"Sure." Twilight nodded stiffly, now suffering from a similar image.

"Thank you." Forest answered, remembering her manners.

"Twily, I hear somepony, is your friend he- !?" Shining Armor gasped and flinched; there, in front of the door, was the last pony he wanted to see.

"You!" They both pointed at the other, one significantly angrier than the other.

"Oh, for pony's sake..." Twilight mumbled.

Author's Note

Forest doesn't know of Mercer's demise, obviously. It'll be a source of stress, also obviously.

I don't think it's that hard to guess what the blue things are.

I accidentally hit the Publish button instead of the Edit one yesterday.

Chapter 14

The eyes of a Pegasus are better on average than those of other ponies. The main cause is the meridians running through them, which tend to be well-developed from birth and trained by the Pegasus in question through their flying; Rainbow Dash started with sharp eyesight that got even better thanks to her pushing the limits of her awareness with her stunt flying.

Due to a quirk of genetics (or so it's figured), Fluttershy had a high concentration of magic IN her eyes. Most of it didn't make her eyes any better, although it could be argued that it helped her 'see' things that cannot be seen easily, like emotional states...

Not only that; magic reacts to the emotions of the wielder, and Fluttershy just so happened to be one of the most magical ponies of her generation; she was almost matching Rainbow Dash, in fact (the cerulean mare had most of her magic in her feathers and wing muscles, of course). The eyes are the window of the soul, as the saying goes; there are times when Fluttershy's emotions simply... overflow.

All of her determination, and her anger, too; she could radiate her psychic imprint - like ponies are wont to do in times of extreme emotion - but focalized into a single point by passing through her eyes. Not truly a spell, not outright, and actually much closer to Changeling style magic in that regard; an emotional taser, of sorts, further enhanced by her connection to the Element of Kindness, instead of because of it.

Rather than use many instant effects like unicorn style magic, changelings conserve energy (and compensate the fact that getting anywhere near the same kind of power as a unicorn was hard) by using spells that work over a period of time or depend on/alter the emotional state of the target.

What Forest was doing was considerably similar; a primal, instinctive use of magic of the mind. The coating of magic that would usually be used to hide her predatory nature, the gathering of magic in her eyes, as well as her nature as a Blacklight being, produced a slightly different final effect, however.

It was a mix of hostility, confidence, and the certainty that slaughter would ensue should she so desire - compounded with her experience in enacting terrible violence, mixed in with the blood of past battles, her intent to kill and the arrogance of the super-powered... on the more mundane side, there was also intimidating body language and her (lack of) scent. Her changeling imprint shifted, aligned more towards Blacklight than a pony.

In short, she looked just about ready to pounce like a wolf or lion, ears held back, teeth bared, and with eyes that said that she would uphold her threats from back at the street.

Now, a normal pony or even a rookie guard would have found her scary; somepony whom they would be glad to never see again, perhaps to the point of sighing in relief when rounding a corner to find ANYPONY who is not her - once the shivers stopped and the fear of an imminent death ran its course. A guard with more experience and better awareness would have quickly come to the conclusion that the mare in front of them had actually killed before, and had just angered her enough to make her consider doing it again, on top of recognizing that she was a very credible threat; their training would allow them to keep their wits enough to make at least a cursory analysis. Shining Armor was a level above still, on top of being privy to certain information that helped him draw a more accurate picture. He thought about Twilight and how her best (and first) friends were there to help against Nightmare Moon, one of which did not end up being an Element of Harmony - a mare tough as nails who just wanted to travel the world. First sign. A lone mare, orphaned and not educated in magic to boot, would have to have other skills and mentality just to survive, and given the 'incident' not an hour before, he concluded that she had had to defend herself from others with decisive force more than once.

(He would not have thought to think of private military contractors or psychopathic killers with shape-shifting powers that should theoretically be on her side, however.)

Due to the nature of the 'incident' (and her reaction to it), he had a good idea of what kind of lowlifes she had had to put up with on the way to where she stood right that moment (a reasonable, if inaccurate guess). The glare that made his blood freeze and curdle in his veins gave him an idea of the kind of method she employed to make a problem stop being a problem (spot on). He, as many of the guards in high positions, had his arrogance - that was completely normal, since one would not be where they were without skills and the understanding that one usually did things right - and yet, he knew (knew!) that nasty surprises could spring from just about anywhere.

This mare was a 'nasty surprise' by sheer value of her eyes.

Not to mention that he had been tackled by Twilight from about the same range. If the mare now mad at him had little experience with magic as per his sources (the princess and Twilight's letters), that meant that magic would not be her first option - which meant that she was used to 'dealing' with 'problems' with her own four hooves. Hooves which, according to Twilight, knew a thing or two about brawling and were fast, dexterous, and precise; likely with some experience against magic users or at least those with some form of ranged option. Shining didn't even bother to consider that emotions would cloud her judgement, at least not in a way that he could exploit should a fight actually break out; that the mare stood in front of him, without a single scar, making him feel like he was about to face a dragon completely naked (which he was - naked, that is), told him that a similar tactic might have been tried before - to detriment of the opponent. Magic resistance... he was willing to give her a generous rating, given the sheer force of will now making his throat and lips feel awfully dry.

As such, Shining Armor understood, perhaps a little too late (which he hoped not, for the sake of his 'twins'), that he should have stayed for longer and apologized more sincerely instead of running off to avoid keeping his sister waiting. She would have understood perfectly the cause for delay, in any case; she always allotted an error margin for him in case of 'guard business' anyways.

In short, Shiny's brain came with some rather rational conclusions: 'I done goofed' and 'GET THE BUCK OUT OF THERE!'

Twilight Sparkle drew similar conclusions.

"Eh... he he he..." The tension was palpable, thick enough to cut with a knife. Twilight gulped, and then fidgeted a little. "I see you've met my brother before!"

The fake cheer was too high-pitched and the fake smile a little too wide, but Twilight noted that an ear flicked in her direction.

"Oh I'm sure he got a good look at me." Forest growled, teeth clenched and huffing.

"I am deeply sorry for the misunderstanding and shall work on my situational awareness to avoid repeating such a distressing set of circumstances." Shining's (political) training kicked in and his mouth blurted out the words in a surprisingly even, smooth tone. He still did not move anything that wasn't a part of his muzzle, though. "Please accept my apologies along with my offer to repay you for any damages that might have occurred as a result of my inconsiderate actions and compensation for causing you to feel such anxiety."

She inhaled deeply and closed her eyes; she held her breath for a few seconds before exhaling slowly.

She inhaled deeply again, and repeated.

A third time, and she simply opened her eyes, turned in the direction of the closet, calmly strode towards it, calmly opened it with her hooves, stepped in calmly, calmly closed it, and let out long, loud groans/sighs of frustration in a way that was decidedly not calm.

"HuuuuaaaAAAAAUGH!"

Shining Armor sighed of relief, hindlegs simply letting go and making him sit down.

"GraaAAH!"

Twilight pouted and her ears drooped.

"FUCK HIM! Sideways forever!"

Shining understood. Visitors to Canterlot would be too distracted fantasizing about the glamorous life that obviously everypony in the city lived, while most Canterlot citizens would be too concerned about their political games, the stratification of the social circles, and as such would simply ignore anypony they believed to be 'beneath them'. Shining saw a mare that had had just about had it with the manure thrown her way; either too tightly wound and ready to blow up, or emotionally burnt out and sick of everything.

Either one was bad. Both would be a nigh-unpredictable incident waiting to happen; one caused by rage or stress going past the breaking point and making her lash out in certain ways, while the other could end up being suicidally depressed and making her lash out in different ways culminating with at least one death.

Either would hurt Twilight, his soft, loving little sister, immensely.

"I'll talk to her." Twilight stated, unsure of what to feel right then, and slowly ambled towards the cussing doors.

Soft knocks on the door.

"Forest? Can I come in?" Twilight spoke softly, trying to push as much honest concern into her heart as possible.

The vocalizations stopped, replaced by slow, loud huffing. A few moments later, the door opened; Twilight stepped in and closed it behind her.

Before her eyes go the chance to adapt to the almost-total dark, a blue light washed over what must have been Forest. After making her horn glow just about the same as a lit match, she saw a black-and-blue shape huddled on the corner, facing it and huffing again.

Forest's natural form, at least as far as she knew.

The way she was sitting, Twilight figured that she was pulling her tail to the front and hugging it - although the clear gray shape on the floor told her that Forest let her tail fin out of the bundle of hair.

"Forest?"

No response.

Forest was beating down the memories of New York, particularly those that related in any way to the crash. It would have been trivial - it should have been, but her changeling magic had turned against her again, this time in a spiral of anger and frustration rather than-

"Please." Twilight tried to hug her from behind, but her fin made it awkward; she settled for leaning on her and trying to nuzzle her, extinguishing the light. The skin was tough, yet its distinctive smoothness was still there; the muscles felt strong under it, and Twilight found out that Changeling Forest had less body fat than Unicorn Forest...

"I don't know what the hay I am doing." Forest said flatly. She was using her pony voice, instead of the weird dual-voice thing of a changeling. "I don't belong here."

Consuming a changeling did not do her any favors. Changelings could imitate ponies, yes, but only to an extent; a changeling trying to imitate Rainbow Dash and her intense acrobatics was flat out impossible for more than a few moments, and that was if they knew how to fly well - oh sure, the original blue changeling Forest was taking the place of was much better (perhaps able to show a convincing training session), but unless she actually was Rainbow Dash (or managed to replace her for a long while without having to engage in sports), she would not have anywhere near the magic reserves to fly with that kind of intensity.

Changelings were dangerous for being cunning and deceptive, for their coordination, their skills - not outright power. Additional love and all of those DNA samples would get rid of that weak point, but the lifestyle was looking increasingly difficult.

Meanwhile, Blacklight... what was there to say? Forest had to talk herself out of consuming ponies, the only reason she didn't tear Shining Armor a new one was because she was in the bucking middle of the friggin' capital city and she might give herself away by mistake, and these cutesy and overly expressive ponies annoyed her if she paid too much attention because of the mild information overload from the Blacklight-Changeling combination's near-instinctive dominion over body language. In fact, had she did not had obtained the empathic extra sense, things might have gone very differently.

She was discreet, changelings were excellent at it, too. What was she doing? Having tea with princesses in the middle of the d-danged capital city.

She was more comfortable covered in owlbear blood in the middle of a deadly forest surrounded by manticores than walking around town surrounded by ponies, and now she was hiding in a closet with a cuddly girly unicorn pony.

Hell, the idea of being romantically pursued tied her brain in knots. That, and she was much more comfortable in the role of a mare than she had ever been in any previous disguise.

"I don't think you really believe that." Twilight said.

"I threatened your brother and caused a huge scene; every stallion within earshot - and believe me, I was loud - flinched simultaneously." A small spike of emotion told her that Shining was listening.

"I might not like that you did that, but, as the princesses said, that is a product of your past." She stroke her mane - that silky, flowing mane that looked high-maintenance, yet just a small flip would send stray strands back into alignment. "Learn from it, but do not let it define you or limit you."

"It's a little late for that."

"Why would you think that?"

"It doesn't matter. I belong to a very different place; I don't fit."

"So what? We are all different; Rarity dreams of high society, Pinkie loves throwing parties for foals, Rainbow Dash is highly competitive and almost seems like she would rather live high in the skies, Fluttershy is very introverted and prefers the company of her animals, Applejack is down-to-earth and loves her very extended family..." Twilight paused for a moment, shifting a little. "And... and I was very antisocial and blind to friendship."

Twilight gave herself a moment. 'After just a single day, I still cannot believe I spent that much time thinking friendship was a waste of time. All after just a single day.'

'Twilight... is right.' Forest's ears twitched. 'A hermit bookworm, a Blue Angels fangirl, a stubborn apple farmer, a half-cake-half-cotton candy party animal, Edna Mode, and a shrinking violet Disney princess... what a rag-tag bunch of mistfits. And yet they dealt with Nightmare Moon in less than twenty-four hours.'

"I don't compare very well, Twilight." 'An Eldritch abomination technically-a-zombie with an occasional slight sadistic streak; yeah, I fit in so well. Wait a second, possessed or not, what would that make Luna and Nightmare Moon?'

"I can't begin to imagine what you've been through, but I will help you." Twilight stated, free of any uncertainty. " I know all of these changes might be overwhelming, but... you're in good hooves. It's not the end of the world."

*****

The police officer finally let him down; she was panting after running the most she had in her life - and carrying a kid to boot.

A friend of hers, from another unit, stumbled into the alley, adrenaline having helped him run despite his injury.

Gunfire and explosions, the rumble of vehicles hitting concrete... at the very least, the sound coming from the creatures seemed distant.

"Kid." She rasped, hands on her knees as she tried to keep herself upright. "You hurt?"

Forest shook his head, hand still grasping the gun he had taken from the second officer. He didn't even get the chance to fire it - even though he might have broken his arm from not knowing anything about using them.

"Ahh!" The second officer grunted and puffed as he inspected his arm; some debris or piece of a car -hard to tell at that speed- had hit him rather hard. "Stupid piece of- Ahh... hah... It'll make an ugly bruise, but it ain't broken."

"Kid. Kid, look at me." She looked him dead in the eye, hand wrapping around the unused gun to take it away. "You're still alive, alright? You're gonna be fine. We'll take you to a safe place and you're gonna be fine. You'll be in good hands. It's not the end of the world."

*****

"I heard that before." Her mood had, predictably enough, turned somber, yet felt a little less hollow than before. "Why would you even say that? What prompted it?"

"I... I kind of... noticed that you act like the world did end." Twilight didn't know how close she got with that. "Like you've walked through Tartarus and expect to wake up there again."

'Or the sun, or as a pile of ashes.'

"I do expect that, yes."

"Why?" Twilight, it should be noted, had not moved much.

"I would rather not say..."

Twilight, however, was perceptive. The princess had more than once told her that what ponies didn't say could far outweigh what they did say in importance.

'You have all the pieces' indeed. If a mare went through hell, she'd be more willing to do things to escape it; perhaps Forest felt guilty, perhaps depressed, either way, it was clear that she didn't feel like she belonged into such a warm place as Equestria.

And yet, Forest kept talking with a hollow voice! No matter what she threw at it she d-

Oh no...

Some ponies built walls or made distance -much as she had done- to keep themselves from harm... but if there was nothing, nothing would get hurt.

...

It... it changed nothing.

She- she was princess Celestia's student. She knew things. She might ignore where did Forest come from, but she knew that there were lands beyond Equestria with 'problems'. Heck, the mountain griffins tried to make 'survival of the fittest' into their societal guide! She'd seen a griffin or two from there, like the ambassador! She knew he had some military experience - perhaps even bloodied talons.

"I still don't care."

Forest huffed, but had no strength behind it. For somepony with strong apathy to suddenly gain strong empathy the only option was to go with the flow. She didn't know how to fight it, neither could she do anything that might give her away as not-a-changeling.

'Let them help.'

She... she didn't care anymore. All she wanted was to stay alive; it's all she had - well, not all, but it was the largest thing that remained. Death... scared her, and yet, now that Mercer was a whole world away, it sounded like rest.

But mom wanted Forest to stay safe.

"Fine. You win. I'll even forgive your brother, so long as he doesn't give me reason to follow up on my promise." Forest felt a smidge of satisfaction from the small wave of nervousness that her words made Shining Armor feel; referring to it as a promise rather than a threat must have helped.

Twilight smiled. It would be long and hard, but the Elements of Harmony were the most powerful magic they knew for a reason, and she herself was Magic.

It could be done.

Author's Note

Shining's brain did not spontaneously combust because, unlike Fluttershy's "The Stare", Forest didn't want to intimidate him; she was debating whenever or not to make the bonfire right there in the middle of the suite, deposit be d-darned*. Putting her intent behind it would have made it stronger by a factor of at least two.

If the pair DID fight, particularly as they were right then, I'd say Forest has the better odds thanks to the surprise factors she's hiding. Different circumstances would mean different odds, but at this point in time it would be hard for Forest to get the upper hand against a prepared Shining without having to play a few suspicious cards, if not having to outright blow her cover.

For someone in her situation, Forest managed to hold on surprisingly long. Remember, her original plan was to stay on the move for a reason. Various reasons, actually.

No, I don't know why some chapters come so much faster than others.

* No, Celestia didn't make them pay a deposit, but hey, New Yorker.

Chapter 15

Virus.

A packet of DNA or RNA strands and enzymes inside a protein container that attaches to cells to inject its contents. The enzymes make the appropriate cuts to insert the genetic material in the right place to fool the cell into making more copies of the virus. A virus lacks many of the characteristics that regular cells have to be considered truly 'alive', and so are considered to be at the edge of life at best.

Redlight, and by extension, Blacklight, were much more complicated. The usual result was an incredibly fast infection, with the virus spreading through the body, then multiplying so quickly that the host organism was killed through sheer trauma to their tissues. Then there were the special cases, when something in the genetic code of the host was compatible with the virus; the cells changed, but were not completely destroyed; more appropriate would be to say 'absorbed', with the degree of compatibility indicating the order of the end result. Either virus could manipulate the entire structure of each possible cellular component with supernatural ease. They took the genetic material and used it to grow and adapt. They could be thought of as 'alive' in most conventional definitions.

The infected themselves, however, were another grey area.

Most simply died. The trauma killed them. The virus might - might - take the organic matter as its own and, for lack of a better term, turn into a zombie. Masses of infected flesh that walk... the original information stored into the brain was usually still there, but any consciousness was gone and replaced with animalistic instincts.

On the opposite side of the spectrum, there were those whose bodies withstood the assault, and their capacity to think was preserved. The genetic code could support a working mind.

Some took Mercer's words at face value. 'Something that looks like you and has all of your memories but isn't quite you'. Nuts to that. Forest suspected that that was just him reading too much into his own situation - after all, he did say that Doctor Alex Mercer was well and truly dead before the virus took over (being turned into swiss cheese via bullets had that effect), so obviously he'd turn into a different person!

For some values of 'person', anyways.

He lacked proper human intuition, though he obviously remembered -and learned- many things about how to act, but for her part Forest didn't feel she had changed that much besides getting certain urges. Alright, so she was more callous about topics like murder, but at the least she understood it.

Many, particularly the sort she occasionally consumed for attacking her, used it as a justification for being psychos, though. Forest didn't buy into the whole 'transhuman superiority' act; she just wanted to live. Vague goal, hazy in execution, and it confused her whenever she thought too much about it - what monster didn't care to be a monster, anyways? She sometimes didn't mind it, or even got her kicks from scaring thugs before consuming them, but she knew that, some day, she would tire even from that; those she killed were still sons and daughters, brothers or sisters, and thus once mattered to someone else.

Forest's current problem was vaguely related.

She knew that any life she took she'd have to 'carry', even without taking Blacklight into account - thanks to some overly-philosophical cook for a mafia don (obvious even before consumption; dude had a gun larger than a policeman's in a pocket of his apron; dad would flip his lid).

She never quite expected to be forced to remember.

Every victim, every perpetrator; if she or any of the infected she killed had consumed them, she knew. Bad enough back on Earth, she didn't need Shining's accident to remind her of that. The... no, Twilight had already cut through the spiral, no need to fall down it again.

However, that didn't mean that she had to like the fact that she was getting brainwashed by her own powers. Again.

Like the memory stealing wasn't enough - like making herself watch through the lives of those she consumed wasn't enough. Dear God, it was like being human all over again; always at the mercy of her biology, of the delicate balance of chemistry in the brain or her organs. Now her carefully-maintained chemical balance was being assaulted by magic.

Magic.

She would have given an eye in exchange for magic back when hell was unleashed upon New York, and now she had to suffer through mood-altering energies all around and within her.

Oh, and that strange craving for chocolate whenever Forest was female. Seriously, where did it even come from? Mother was like herself, a strawberry kind of girl; father liked chocolate as much as anypo- anyone else, but his real favorites were savory dishes.

Still, a chocolate-covered raisin went into her mouth, followed by a few more. She was grouchy - wait, what? She was unhappy and cranky- mad. She was mad at Shining Armor. Twilight, however, was making it hard to stay upset- angry; the infuriatingly sharp filly had arrived to the rather accurate conclusion that the more the act expressed the feeling of love, the more Forest would feel it.

Love-infused hugs from a cutesy pony managed to be a powerful mood-stabilizer, and soothing and satisfying, like chocolate for the empathy-sense of a changeling. Another Blacklight might have considered it galling, a humiliation, but Forest needed to keep a level head more than she needed to keep a super-predator self-image (F-buck, she was alpha for a pride of manticores, and that was fact rather than posture). She had no problem with being a unicorn mare wearing a frilly saddle (being a pony was pretty comfortable to tell the truth).

She knew better than them, she knew that she didn't need to prove anything, since she already knew. If one lived with certain types of 'pride' for too long, they would start thinking with their pride instead of their heads and stop knowing what or who they are any more. She already had her head messed up enough and had enough identity issues to be better called identity compendiums; she didn't need to add that to the list.

If she was going to be proud of anything, it would have to be herself.

She felt... cute, and that was as valid a point of pride as any. She wasn't going to watch herself through other ponies' eyes! Bad enough that she couldn't turn off her empathy, she wasn't going to surrender her other senses. She was cute, and that would not detract from her deadliness at all.

She knew, with absolute certainty, that going all out right from the start, without allowing time for Shining to cast his more powerful spells (which she would treat as potentially harmful/painful, if what Twilight said about his position in the Guard was any indication), would result in meeting about the same resistance she would expect from overripe produce. Not even a scratch, of that she was sure. She didn't need that pride; it was just facts.

Hence, the words that came out of her mouth were:

"Please don't ever do anything like that again."

Shining apologized - properly - this time, not some hurried 'sorry, Steel, please explain, I'm running late' before being tripped by a magic tendril and forced to listen to her threats. Twilight was still hugging her, asking her to never get that scary ever again.

"I will do what I can. I will get all of my facts straight." She said, then added darkly. "I make no promises if something like that happens for real, though."

Twilight swallowed a lump. The anxiety much more obvious through the physical contact, and so it was easy for Forest to guess what she was going to ask. Again.

"Did- did you-?"

"No Twilight. If it will help prevent this sort of question in the future, I'll have you know that I'm a virgin." Seriously? Was she really having that kind of conversation with a five-year-old's dream-come-true unicorn pony? "I shall not allow a pony who does not respect me to lay a hoof on me. I, however, have seen too much."

With that ominous statement, the door decided to interrupt the conversation.

Since Twilight was busy loving and tolerating the anger out of her friend (empathy was convenient like that), Shining opened the door to find their parents on the other side. Spike was riding on mom's back, as usual for their interactions, stuffing his face with donuts, also as usual for them.

Seriously, if she doted on him any more, he'd think she was Spike's actual grandmother.

"Shiny!" Mom greeted with a wide smile and a warm hug, which he didn't hesitate to return.

"Hi, mom."

"Mhrmph, mmh shmnm." Spike waved at him, tossing crumbs about, though at the very least he kept his mouth closed. His other claw held a box of donuts.

"We have the camera!" Dad said, levitating it in front with a couple of extra rolls of film, too. He had two more boxes of donuts on his back - heaven knew how many boxes Spike had inhaled already.

"Hi, dad."

"Mom, dad, this is Forest." Twilight said while giving the fake unicorn a squeeze. Not that she had a lot of give, but the disguised mare softened her body to let her.

"A pleasure to meet you." She nodded politely with a smile.

Click! The blue stallion manipulated the camera with his magic, getting ready to take another picture.

"How cute!" Twilight's mom, Velvet, cooed as she released Shining Armor - only to pat his cheeks. The light gray unicorn mare did as most (pony) mothers do - shower her children with enough love, pride and affection to be physically felt in a three-meter radius.

Forest would bet she could feel it in thirty.

F-Buck, she could feel Celestia's, though that could simply be the contact with the recipient.

"We are glad to meet any friend of our daughter's." Night Light smiled. "I hope we can see the rest soon - maybe even organize a large meeting!"

His happy tone and big, toothy smile told Twilight that maybe she had taken her attitude towards her studies a touch too far.

"Oh, I know!" Velvet said. "Maybe meet your parents as well, dear."

Velvet knew that that hadn't been the right thing to say when she felt Spike flinch. For his part, Night Light knew something was wrong when he saw Twilight and Shining wince.

Forest was calm, however, and shrugged.

"Hopefully you won't have to meet them for a good long while, since they died and all."

Night winced like his kids, while Velvet gasped behind a hoof.

"I-I'm so sorry, dear, I had no idea!" She started to apologize, but was interrupted by a raised hoof.

"Getting caught up in the past is unhealthy. While I wish we had been Equestrians from the start, which perhaps would have given me plenty of siblings due to my mother's desire for a large family, I simply cannot bring myself to think too much about it. I tired of that far too long ago."

Forest witnessed... something strange. Twilight Velvet was teary-eyed, she cantered over to her but, just before she did, Spike wordlessly slid down and held the box with both claws, turning around just in time to hold the other two that Night Light handed him. Not a word was exchanged.

'Is... are they feeling love already?' Warm, cozy, not a shred of pity to be found.

A family hug.

*****

"You didn't have to outright tell them, Shining." Forest inspected the jelly donut she held, as if contemplating eating it or not. "You could have simply said I am a refugee who lost everything; it would have been more than enough."

She bit into the pink-glazed pastry, the strawberry filling hugging her tongue and the flavor that rolled through her senses making her close her eyes in delight.

The others were a little unnerved by how calmly she spoke.

"We were told you had planned to travel the whole world, dear." Velvet tried to start a conversation, her own donut momentarily forgotten. "That is quite ambitious! What motivated you to do something like that?"

Forest finished her donut, propped her head on a hoof as the other rested calmly on the table.

"I have nowhere to go or return to." She idly picked a chocolate-glazed chocolate donut with chocolate chips with her magic. "I am tired of walking the road I have followed here. This world holds many interesting places and I merely wish to see them without being bothered or hunted."

The conversation died.

"You will always be welcome in Ponyville." Twilight said. "You'll always have a home there."

'I do have a house... but, is it a home?'

"I do like it there, yet you must understand; my sole goal has been to live, and yet, that road is rife with enemies. I have lived a long time feeling that what I have might be taken from me in an instant, because, until very recently, that was my reality." She said, and she wouldn't be surprised if it happened again. Oddly enough, the thought made her stir internally, at least more than she thought it would.

'She's got a real talent for killing conversations.' Shining thought darkly, deep to himself.

"Again, that doesn't mean I do not like it here, merely that old habits die hard. This change I experienced is just too great." She bit into the pastry, the chocolate was even better than back on Earth, somehow. Swallowing, she sighed and continued. "It's like walking down a road you can't see. I admit it; getting my bearings is difficult, but with help I think it will not be that bad."

She thought of the six girls... and a stray thought entered her head.

"I... I feel like a mare." She set down her food for a second. "I have the power to sense what others are feeling, and I can definitely feel the honesty in their greetings, and..." Her voice lowered to a whisper. "And their respect..."

"Thunderlane." Twilight realized. Forest blushed and gave her mane a quick stroke.

"I felt it. He certainly thought I was pretty when we met, but it was not until my little feat of athletics that... that he took interest." She said, turning the plate around idly. "I could tell. I was 'pretty', but then he... he felt respect for me; he took interest in me; he wanted to know me better, not just ogling my body."

She tapped her chin.

"You are not ready." Shining Armor said in understanding, to which Forest scoffed.

"Please, who is?" She sneered. "If everypony waited until they were ready, ninety percent of everything wouldn't happen. Sometimes, there is no other way to make something happen than to take the plunge."

Shining's eyes widened, and it was obvious he had gotten an idea.

"But that's the thing. I don't know if I want something to happen." She snatched the remains of the chocolate donut and stopped right before biting it angrily; she dropped it back to the plate. "I was too busy stay alive to think about that."

"About dating?"

"Let me put it this way. The most 'exposure' I had until a few years ago was holding a clothes magazine that had an underwear section, I was too busy turning gluing it into my shelter to know whether it was just the image of the article, or it if had models, though." She shook her head. "Things got much too hectic for anything, and I do mean anything."

"Huh?" Ah, right, Spike, though technically a 'baby' dragon, had a mental maturity comparable to a human boy his age, if not a touch older - he did have a crush on Rarity, after all.

"I haven't done any of the... explorations a 'healthy' growing mare would have." She said with a hint of a smirk, delighted in the knowledge that the hidden second meaning would sail right over Spike's head, but Twilight -

"Buh! I- Guh!" - would choke on her donut. Shining, too, had to have his mother pat his back to help ease the glob of spit that went down the wrong pipe.

"I'm trying to come to terms with myself." Forest ignored the siblings' predicament. "This is an entirely different place, with entirely different ways of life. Now that stallion goes and feels like I could be the most special pony in the world."

She was all too aware that she was not a pony, though, and she was not a changeling, either. Twilight noticed Forest's declining mood, and guessed the issue - technically correctly.

'It's like she's wearing a mask, but not quite... what did the princess say about that? "A mask reflects the character of it's wearer". She puts on a disarming mask... she does truly want peace.' Twilight's thoughts were much more hopeful and brighter than her brother's. 'We are what we pretend to be, huh? I hope that she can make it.'

"You are special." Velvet said, the motherly love evident in her voice. "If there is anything we can do to... help, don't hesitate to ask."

Ho ho! Right! Amazing how something so similar could be so different.

"I'll think about it. I still don't know if I want a date..." She trailed off and blinked. She brought her donut to her face, turning it, passing it from one hoof to another and inspecting it closely. "I... I think I can feel something coming from this donut."

"Huh?" The other ponies at the table looked at each other, then at her.

"I think these things are literally made with love." She said.

"I knew there was a reason I liked Joe." Spike chuckled.

"No kidding." Forest said. "I wonder what my father would say about this place."

"Oh, he was a cook, right?" Spike asked, trying to keep things from grinding to a halt again.

"Yes... makes me remember something he said often."

"Oh?" Twilight leaned a little bit closer.

"Some variation of... 'Cooking is an art and a science. Like a scientist, one must never forget the old nor be afraid of the new; like an artist, one must remember your art is both for your audience and for yourself. An artist can come from the least expected of places, and... never forget, you might just be... somepony else's favorite artist'."

Forest sighed.

"Wow." Spike smiled a bit. "He sounds like he was a cool guy."

"Well, he would also tell you to cut your hair and stay away from his aprons, but feel free to ignore him on that." Forest chuckled, and, though the mood had been somber a moment ago, the others did, too.

Author's Note

It wasn't until this chapter when I noticed the similarities between Forest and Nico Robin, making my earlier (accidental) reference to One Piece all the more hilarious.

Chapter 16

"Oh no, that is just the short of it." Forest said, re-arranging her shopping for ease of transportation later. "I do have knowledge of acting on a play, but it would be more accurate to say it's both discretion, and intricate knowledge of acting in general."

"I don't get it, what's the difference?" Spike asked, helping Twilight sort the books she had bought.

"I do not simply take a costume and act out a role; I can embody another personality altogether. There are many small details, things that would escape notice on their own, but all come together to define the overall mood and character of the pony." She gave them a satisfied smirk. "Not to sound pretentious or anything, but I am rather skilled in their detection, interpretation, and even imitation. I can learn much from a pony merely at a glance."

"Is that so?" Shining Armor quirked an eyebrow.

"We can go pony-watching if that would convince you." Forest said; she wanted to get Shining Armor to get off her case, specially since he was a guard and all, so she would have to play his games.

Of course, if he got anywhere near her rump, she'd geld him right there and then.

"That sounds interesting, dear!" Velvet smiled, glad to see that the mare would show them something she took pride in.

After all, as a Blacklight, Forest had no physical need to perform any of those things; she didn't get sore from standing in place, so there was no need to shift from hoo-leg to leg, and her peripheral vision was incredible, so there was little need to move her whole neck... Yet, acting like a robot would raise suspicion incredibly fast. Hence, she took care of noticing them and replicating them. Consumption granted her the subconscious parts as well as the direct memories, therefore, she knew all manner of gestures that people missed in themselves; she could control them in herself, notice them in others, and even switch them around without needing to shapeshift.

Marilyn Monroe once walked down the street, being ignored by the crowd; the interviewer with her asked about this, to which she responded by changing the way she walked and gestured, immediately gaining the recognition (and attention) of the bystanders.

The way of walking was a really important part of body language, and Forest could control that and more with ease.

"So... can you just take a disguise and pretend to be somepony else just like that?" Night Light asked. "Like, I don't know... Twilight?"

"Oh! That would be easier, since we are around the same height and our sizes are so close." Forest replied, eyeing Twilight critically. "In fact, with simple dyes and a basic make-up kit, I could make her look like me as well; the make-up kit should have the highlights and shadows required to perform the right tricks of light to make it look like she has my musculature. We would simply have to adjust our manes some."

Forest's cut was much different from Twilight's. At Rarity's suggestion, she had made some alterations. It tapered both in front and the back, giving it a slight oval shape... or like a fin, growing out quickly towards her shoulder, going a little further down, then once more shortening quickly; part of it rested on the side of her face, hiding half of her eye most of the time, but easily pulled back or front to uncover or cover it.

Twilight's mane was so straight on both ends, it looked like she used a ruler to get it like that.

"As for eyes, there are many solutions. Cutie marks? It would be simple, and preferable, to wear a dress that would cover it up, undercarriage included." Forest nodded to herself, already starting to show them some of Twilight's mannerisms, and speaking like her, too, instead of her light 'Trottingham' accent.

"Wha- why that?" Twilight shook herself out of her daydream, where she had tried to see herself as Forest, leaping over buildings.

Forest laughed softly - a lot more like Twilight rather than her usual Rarity - and replied. "I might have a 'healthy size', but yours are still noticeably bigger."

"What?!" Twilight's face burned red from embarrassment.

"It's just facts." Forest nodded - again, much in the same way Twilight would.

Forest hadn't even used her shapeshifting, Blacklight or otherwise. The blue changeling had the genes all on her own, and Forest had simply overlaid her pony disguise over the basic shape - although Forest did fudge the body fat ratio of the original's preferred form to make herself look less like an athlete like Dash and more like somepony that simply liked to stay fit, so her size was a little bit bigger.

Forest hadn't figured out all of the genes in pony cells, or changeling cells, but she had most of the body-related ones down - hopefully. Magic; how does it work? Evolution was already Blacklight's plaything, but magic added a whole new set of mysteries... Changelings still had plenty of those, but she would crack them in time.

Shining Armor cleared his throat as his parents chuckled.

"Would you like to have a look around the city before dinner?" He said, contemplating whether or not to jump out the window to avoid the crazy mare's conversation-destroying skills.

"Sure."

*****

Meanwhile, back in Ponyville, a gray pegasus colt with a dark mane made his way to Sugarcube Corner.

"Hello Rumble!" The high-pitched voice coming just behind him made him jump into the air and fly to the roof of the bakery, heart pounding madly as he tried to recover his breath.

Once his heart stopped trying to escape the confines of his chest, he sighed and looked over the edge.

There she was. Pinkie Pie. She was smiling at him and waving a hoof like nothing was wrong... not that there was something actually wrong wrong, just that the sudden shout had shaken him.

"Hello, Pinkie..." He groaned as he landed back on the street, letting out one last deep breath. "I wanted to talk to you."

"Okie Dokie!" She bounced inside the bakery, Rumble walking behind at a more sedate pace.

"What's up?" Pinkie asked from behind the counter, smiling widely.

"I- well, my brother..." Rumble scratched his head; he had the basics of the conversation ready, but the scare had jumbled his memory. "Pinkie, you're good friend's with Forest, right?"

"Yup!" She nodded vigorously.

"My brother kind of wants to ask her out, but he's being all shy about it." Rumble sighed, almost groaned.

Pinkie gasped, covering her mouth with her hooves.

"He's not going to be doing anything anytime soon, so I thought I should just ask around and kick him into it so he'll stop being mopey about it. I'm getting sick of seeing him pace around the living room, mumbling to himself." Rumble turned to face her. "Does she like anything special?"

"Well, she loooves strawberries!" Pinkie chirped her answer. "And chocolate!"

"Strawberries and chocolate, got it." Rumble nodded.

"And tomatoes. She loves tomato soup!"

"Got it."

"Oh, and she's having a bit of a crisis." Pinkie said, looking off towards the distance. "It's like, she's getting surprised by stuff all the time, and she's having trouble to adjust to life in Ponyville; a life that she would like, mostly because she's not sure what she would like to do at all... I think she just wants something stable in her life."

Rumble looked at the downcast Pinkie with a quirked eyebrow. He knew that Pinkie, for all of her straightforwardness or even outright cluelessness, could have a surprisingly deep insight into other ponies - the reason she hadn't given Forest a surprise party was because 'she wouldn't like it like that' and something about being impossible to surprise that way anyways. It was just a little baffling whenever it popped up, particularly like that - a sad Pinkie just didn't feel natural.

"Alright..." Rumble started to turn away. "I don't know if he can help with that, but I'll make sure he knows."

*****

"Miss Forest! Miss Forest! Over here!" A filly cried out, waving and jumping. Forest's eyes widened as a pair of fillies, one light blue with a purple mane, and another pale purple with a blond mane, raced up to her.

"Tootsie! Dinky!" She said, blinking as the miniature unicorns jumped in front of their little group. They had been walking next to a small park that had plenty of families, though she never expected them.

Velvet cooed at the sight.

"What a surprise!" Forest said, almost managing to hide her incredulity. "What are you two doing here?"

"I'm staying with grandma!" Tootsie bounced and smiled.

"Mommy and I came to visit daddy..." Dinky sighed sadly.

'Right; he was a guard, and was buried here.' Forest thought, tentatively stroking the filly's mane.

'Support the child, and always remind them that they are never alone.' Mother's words echoed inside her head. It was a little uncomfortable to be the one offering consolation, but it would be even worse not to offer it - and it would imply ugly things about her that she didn't want others to think about.

Looking around, Forest tried to shift the topic. "Should I expect others? Like Ruby or Sweetie?"

"I don't think so." Tootsie said, turning to her mother and waving for her to come closer.

"Ah, that's right." Spike snapped his fingers. "You know the names of all the foals already."

"Oh my!" Velvet gasped. "So fast?"

"Why not? It's just polite." Forest shrugged.

"And you have eidetic memory." Twilight smirked as she tapped a hoof against her side, making Forest chuckle.

"Miss Forest, read us a story!" Dinky said, bouncing and encouraging Tootsie to follow.

"Yeah! Like the other day! With the voices and everything!"

The words strained Forest's smile, and that the other foals in the park turned their heads towards her at the idea of story time did nothing to alleviate it. She could feel the expectations, the warm and tender wonder of the little foals... she sighed in defeat; she couldn't quite turn it down, since she had no reason not to tell them a story. At least she would endear herself to them, which meant more love.

"Alright; do you have anything in mind?" She asked as she trotted over to a nearby tree, the cheering of foals surrounding her as did the pleas for their parents to get closer.

"Here!" Ditzy, Dinky's mother, offered her a thick storybook.

The foals scooted closer as she took the book in her magic.

"Whoa! Hey- not to be mean or anything, but I'm not exactly good with foals." Forest said, trying to get Dinky to stay at least an arm's length away.

*****

Allison Parker, age eleven. Still warm, at the end, but glassy-eyed. The psycho that was supposed to draw Blackwatch's eyes towards the portion of the city they were in was precisely that.

A psycho.

Favorite color, purple and white. Loved ice cream. Never saw the thrown car that tossed her towards Forest...

A small mercy. Not large enough, though; the end was still filled with much pain.

*****

"But what about the story you told back in Ponyville?" Spike said. "You look like you're great with foals."

"I still don't think I should be surrounded with them." Forest retorted, feeling an uncomfortable pressure. "I'm not exactly the best company."

Something about the defeated tone tore a hole in Twilight's heart. She knew - oh she knew - why Forest would say that, and a few other reasons that she would not be surprised if Shining thought about as well. It was not any easier to accept, though.

A mare with a little baby filly, trying to get her daughter to see the pictures, got bumped by an overeager colt. The jostling was enough to scare the little unicorn, making her cry.

Forest, in turn, whipped her head to the source.

"What happened?! Is she cold? Hungry?"

"She was startled, that's all." The mother said, crooning for her baby as she rocked her.

"How can you be bad, if just hearing a baby cry fills you with worry?" Velvet chuckled softly, smiling gently as she remembered similar scenes with her own little Twily.

"Can you hold her? She likes to see the pictures when I read to her." The mother calmly stood next to Forest, easing the filly into the would-be storyteller's hold.

'F-oh Buck! I know that ponies have an instinct to care for the young and all, but this is- no, as much as I loathe to admit, this is perfectly in character for equines. Alright, I don't know how much of what mother said can be applied to ponies, and I don't want to think in terms of 'animal handling'... buck it. Hold like so, check the level of the head, make sure that...'

"I keep telling you I'm not good with foals, and you just give me your daughter?" Forest asked, a slight tint of disbelief (and maybe horror) in her voice.

"There's no safer place for her!" Twilight chimed in. "Even timberwolves would think twice before coming close to a baby with you as the nanny."

'And here I thought that her trusting me to go into the Everfree could only be a good thing.' Forest's thoughts were accompanied of an imaginary desk to slam her head into. Repeatedly.

"Alright, alright, I'll play your game." Forest eased herself into the soft grass, laying the book in front so that the filly would be able to see clearly. "I don't know how to care for foals, though. I mean, look at her! She's so... small!"

'I've got to shift... like that. I'm pretty much the most resilient being in here, and-'

"You don't know?" Shining said, mildly surprised - be it from the revelation or his own shattered expectations. "If I hadn't seen the whole exchange, I'd say you were the mother!"

Forest stiffened. In a normal pony or human, they'd feel an uncomfortable dryness of their lips and throat.

"I-I'll play your game. I-I can do this."

Just as she was about to kick herself mentally into the proper mindset, the filly began to make faces.

Meaning: One hasty retreat to give her a change, and no more undue pressure. The relief must have been more obvious than Forest intended to show it, since Twilight's 'certainty' faded and was replaced with a little bit of 'guilt', and the mother didn't try to get the little baby near her again.

Forest opened the book.

The stories inside were, to put kindly, mildly concerning. Not due to their content per se, but rather, the similitudes of that content to Earth's fairy tales. Sure, there were entirely new ones, but things like 'the little mer-pony'?

Hmm... that was a good idea. She could make a flawless imitation of Ursula's evil laugh.

*****

"I'm glad that is over." Forest sighed. "I must be using my mother's aura by mistake."

The story was, naturally, a success. Dinky asked her if she was going to wear an 'evil witch' costume for Nightmare Night, since she could pull off the whole 'unsettling smile/evil laugh' combo like a natural.

Of course, that just made her uncomfortable. She wasn't evil! Just... disinclined to think of the well-being of those who annoyed her.

Honest.

"But that was wonderful!" Night Light commented. "It was impossible to get Shiny to pay attention like that when he was that age!"

The corner of Shining Armor's mouth twitched.

'It's just my parents. Parents do that to everypony, and anypony who rubs it in can-'

Twilight giggled, as did Spike.

"I seem to recall a little lavender filly having a nickname." Shining said with a smug smile on his face, making Twilight shudder.

'- get it turned on them just like that.'

"I don't think I could find my parents embarrassing." Forest said, eyeing the display cases of the shops. "Mother might have certainly been sweet and warm, but she was an easily-angered firebrand."

"Oh?"

"She almost always wore her apron around the house, but- oh, it had a heart on the middle of the chest, like that one." She pointed at a shop for cooking implements.

"Just like that one?"

"No, the frills are wrong - more like that one, and the same pattern as that. Pockets! Like that one; once, she accidentally poked a hole and tried to repair it herself - only she couldn't sew... she just made a thick coil of string, though dad had her do another on the other one, so that it'd look like a decoration." Forest stared at the display for a little while, ears down.

The others said nothing, letting her have her moment of memory.

"A... firebrand?" Spike tested the waters.

"Oh, yes." Forest said in a way that somehow combined chipper and solemn; a bittersweet moment. "She had quite the temper, and never got along with her father - from how little I knew of him - and instead sought guidance from her teachers and uncles, who were much older than him. They never agreed with him, and made sure to keep her in her best behavior... or rather, taught her what good behavior was."

She started to chuckle.

"Once, I was playing in the park, when this crazy lady tried to use faulty logic to make me feel bad. I told her that 'because I'm an adult' was a really weak argument and you could be an adult and stupid at the same time."

The ponies (and dragon) nodded as each one remembered an instance of that being true.

"Well, she didn't like that she got outsmarted by a child, so she slapped me."

Velvet gasped the hardest of the five.

"Oh, don't look so worried." Forest rolled her eyes yet kept a smirk on her face. "I inherited my mother's temper; I slapped her back. She gasped like the devil had appeared in front of her, and turned to my mother, blubbering about disrespect or something. I didn't catch all of it, since my mother was stomping up a storm - right up until she reached her, and- and then!"

She chuckled harder, trying to get the words out.

"And then?! She punched her so hard, she actually twirled in place!" Forest began to laugh, managing to both laugh raucously and somehow stay dignified - probably something about the rest of her body language; a foreleg close to her mouth without covering it, and a straight posture. "Mom then said that, if she dared touch her kid again, she'd give her another one that would make her grandparents feel it!"

The others let out awkward little laughs - even if it was a mad noblemare's laugh, Forest's mirth was still contagious.

Speaking of which, it earned Forest a small trip a few rungs higher on the social ladder. Anypony with a laugh like that was to be handled with care, lest they turn into the punchline. That her aura of danger leaked out again was a plus.

It was to be expected.

Blacklight was much higher on the food chain than the common pony.

Author's Note

I noticed something.

Forest is being her own tomboy against her own girly girl. She's willing to wear dresses and workout clothes, she likes (eating and making) sweets and using the hammerfists to open owlbears like grizzly (heh) guts piñatas, she likes to swing her hips as she walks and making aerial cartwheels as she runs.

One is (mostly) Unicorn!Forest, and the other is Changeling!Forest (for the most part), and Twilight is starting to recognize them.

Blacklight!Forest is content with just staying hidden one more day.

Chapter 17

"What about him?" Shining Armor gestured with his nose to a stallion walking down the road. He'd think of somepony a little down on his luck; his tie didn't have that shine of the high-class ponies he'd had to deal with, and the collar looked well-worn.

"Hmm... A business-pony about to do something dirtying or go to a place he expects to be dirty." Forest replied, letting the other ponies around her fall away from her mind's eye. "He is wearing a tie, but it isn't silk, and the collar has signs of having been washed many, many times. He has a golden pin with an encrusted gem, however, that looks quite new. He carries himself like a stallion proud of himself, but not the same way a spoiled, rich pony does, more like Macintosh after a good day's work. The wheat bundle of his cutie mark and the way his trot resembles that of Macintosh himself means that he has done work on a farm."

Velvet was impressed.

"And he's appeared on farming magazines for the last three issues in a row." Forest added with a straight face, taking a sip of a cold soda.

Twilight and her father chuckled.

"He owns many farms." Forest allowed herself a tiny smirk as she ate a candied rose.

"What about... her?" Spike asked, pointing to a young mare with his claw; she was light on her hooves, and her saddle was sparkling in the light. He would say that she was the daughter of a well-to-do family.

"It's rude to point like that, mister." Velvet gently scolded him, making him flinch and turn to her apologetically.

"A middle-class filly fresh into her teenage years wearing her best clothes." Forest said, savoring the coke-like beverage through her straw. "It's clear she's not used to wearing that saddle, not often; she keeps shifting slightly, hinting that, while the fitting is good, it doesn't settle well yet. She's still happy, though, and doesn't let it diminish her smile; from her emotions, I would guess that she's about to go on a date. The saddle itself is slightly out of fashion, but has received excellent care."

She turned to her own saddle. It had such strange connotations - back on Earth, it was meant for animals, to carry a master so that he or she would not have to walk; it implied subservience.

Forest would have shivered, badly, had she not gotten her external signs under a tight lockdown during her introspection.

Here? It was used for similar purposes, but wildly different meanings. During war, sometimes an earth pony or another species rode on the back of an unicorn, one using crossbows while the other used spells... or whatever kind of combination would require it - the point stood; one protected the other.

After all, most spells required such concentration that the pony was left wide open.

There were others, like mothers carrying their foals - the ones old enough to know not to jump down to chase every little thing they saw.

It implied both care for the rider, and trust in them.

"My own saddle is nothing special." Forest said, sighing internally as she concluded her thoughts on the issue.

"Huh. Well, what abooout... her?" Night Light said; the mare had a saddle not unlike Forest's own, simple enough to pass unnoticed in a place where at least six out of ten ponies wore something. From the package and the bag she had, he'd say she was shopping.

"A maid out on an errand." Forest replied, shifting on the bench (though not because of soreness). "She is out of uniform, but she still carries herself with that humble dignity of somepony who prides herself on a job well done. I believe servant, because she is not drawing attention to herself, and is, in fact, deflecting it. She is trotting with the same cadence as the others, but her own steps are subdued, as if she didn't want to be heard. She is focused in her destination, and avoiding getting distracted or being distracting."

"Oh, and them?" Twilight asked, nodding her head towards a stallion and a little filly; the filly had her forelegs wrapped around the stallion's head, and her hindlegs firmly planted on his back as she giggled and pointed at things. If they were not family in some way, Twilight would let Forest cocoon her.

Shining Armor knew them, partially because the stallion had met with him the previous day; a report from Trottingham, the last thing he'd have to do before enjoying a little vacation time with his family.

Like most parents, he carried foal pictures.

"Hmm... the little pegasus is a pinto pony, making it likely that her mother comes from Trottingham; it's the closest place to Canterlot with a large concentration of them." Forest peered intently at the pair. "They are definitely from out of town; the filly keeps looking at everything with wonder. Her father is a guard, or at least security; his steps are an exaggerated march, and he keeps giving those mock-salutes whenever she points at a new store to see. They are father and daughter; there is no other way to describe the extent of the love shared between them. He means the world to her; there is no safer place in the world than next to him, and makes her feel like she can do anything."

Forest sighed heavily. Forest's father might not have been the source of courage in the household, but he made it very welcoming in that way an overly-happy artist did, what with his pride as a cook and all.

"A bogeymane would go hungry in that filly's house." She let out a rueful chuckle.

"Heh... bogeymane, nice." Shining tried to chuckle as well, rolling his eyes.

"Bogeymanes are real." Forest stated, draining the rest of her soda.

To that, Shining actually laughed, loudly.

"Shiny!" Twilight chided; she had tried to convince him of that one for years.

"Oh, goodness! Your face sold it!" He laughed, tapping his bench as he tried to get his breath under control. "You sounded so serious! What are you, six?!""

"Shining Armor." Forest spoke in the same even, flat tone as before; Shining flinched ever so slightly. She turned to face him. "Look at me."

When somepony said those words, in that tone, it was really, really hard to comply.

He'd know, he did it all the time.

"Shining Armor, I want you to look me into the eye, and tell me I am kidding." She said, leveling a flat stare that made him sweat a little. She was not sharing his mirth, and didn't appreciate being laughed at. "Don't turn away; look at me. Tell me that bogeymanes are not real."

Mares. Can't agree with them, can't disagree with them without having one's precious internals turned into externals.

"Bogeymanes arennnnn... there are no bogey... bogeymanes are real." He said, to which she closed her eyes and nodded and hummed, making him turn away quickly.

"Their greatest defense is that ponies stop believing in them from peer pressure; it's some weird magic, I don't understand all of it." Forest ate another flower. "They power it with fear, but are pretty weak, so that, after a pony is brave enough to confront them, they are also usually strong enough to take them and make them flee - double if they do so during the day. Stuffed toys and other bedtime rituals weaken them. They can't stand the sun, either."

"HA!" Twilight pointed at Shining Armor with a victorious grin. "I told you! I told you that there was a weird faceless pony wearing a suit in my closet!"

"And so, when you asked me to make Smarty Pants guard the inside of the closet..." Night Light trailed off as he had that moment of dawning realization.

"You probably scared him off." Forest nodded. "I heard a case of a bogeymane going after an adult; others told the victim that there was no such thing as bogeymanes, and somehow convinced the poor sap that it was 'all in the head', making the idiot try to ignore or 'disbelieve' him or her instead of going for a confrontation. Most adults discard their teddy bears, so that they are extra-vulnerable, too."

Chrysalis had warned the infiltrators about bogeymanes, since they could interfere with love-gathering if the changelings decided to pass for an existing pony.

*****

"To be perfectly honest..." Forest began. "After taking a better look at my life? I do believe my mom was slightly perverted, or a tease."

That had not been the answer anypony had expected.

"It's all of the little signs. Dad sometimes gave a start when walking past her, and there was this little twirl she did when she put on her apron..." She sighed. "As for myself, I do not know if I am romantic or anything... Too preoccupied with base survival and all. I became so focused that I never paid attention to anything my body said that wasn't related to making sure I would open my eyes the after going to sleep. Even after I left those conditions, now I have a mental technique, if you could call it that, and I've never ever let my hormones take a single decision for me."

The others blinked.

"Choices are hard, and I don't want... I mean, he looks like a nice guy and takes care of his brother, but I still don't know what I want out of this new opportunity. I don't know if I am..."

What? Desirable? She knew she was, physically; her constructed persona was also interesting. Worthy? Forest didn't have any illusions about that. She was a fake unicorn, fake changeling, and the least bad thing she had done was kill some criminals and other infected. She was scared of dying, yes, and she knew others were... however, some infected didn't take kindly to Forest not going out of his or her way to prove the superiority of the Blacklights, or whatever the hell reason they had to interpret her refusal to go out and just kill everything in her path as being weak or whatever.

Forest didn't even have much of a choice. It was join Mercer, or die... and the bastard pointed out that he wouldn't have to lift a finger, either. He could walk away, and his rejection would be a worse fate than consumption.

Forest had been infected already, had been a carrier. Blacklight had sentenced Forest to death before even meeting Mercer.

Carriers had contracted one or even multiple strains of the virus, but did not display any symptoms, yet; they could get cold, hungry, and sick still... Forest was a bit of a difference, though; his DNA made the two strains he had lay dormant, limiting the infected tissue to his respiratory and digestive tracts, but that only made it worse. Forest accepted Mercer's offer to turn him into a full-fledged Blacklight. It was better than the alternative.

Forest... could have ended as an experiment. Strapped to some cold table, cut open like a butchered animal-

"Don't worry." Twilight said, placing a hoof on her back. "You just need to make an opinion of him; talk to him, to Rumble."

"It's quite alright, dear." Velvet added. "Don't forget that we are here if you need a hoof."

"Fine."

Author's Note

Making this shorter because there's no need to cram too many scenes in the chapters.

Plus, I've been putting off the publishing for too long trying to get the next one started without clashing with the last. To heck with it, it's going into the next Chapter.

Prologue

Sometime in the future.

It's good to be king.

Being a king meant having the best fu-frikkin' cigars whenever he so much as opened his talons. The best meals and desserts where just a look and a nod away, while the bed was so deliciously soft that anyone would be excused if they confused it with a cloud...

And if he wanted to give this white-clad griffin the private audience he wanted, that was what everyone was going to hear. The guy looked less stiff than... well, ninety-nine point nine percent of the advisers; those guys make rocks seem inviting and comforting.

Bah! He invoked the law, requesting the audience at the king's discretion, and he agreed. Opposition be d-darned, he needed some stimulating conversation, and debates were better when the other side disagreed with you.

Walking to his private study, he didn't bat an eyelash at the old heirlooms of the royal line that adorned the hallways... he didn't care about the old armors, the paintings, the vases... no, he was a king, and he had big plans! Plans capable of changing the world! This young griffin might be awed by the magnificence of his castle - no matter how nonchalant he acted- but as the owner of all these treasures, he had his eyes firmly set upon the goal.

He walked with dignity. That old limp detracted nothing from his regal, commanding aura; the servants seemed surprised at his ease of movement, but he told them that this was simply the best day he had in years.

Even the white-robed griffin with the leather bracers felt some admiration towards him, even though his views on the current state of affairs were... different from the ones of, well, every single griffin in the council.

Being who he was and knowing what he did, he already knew the general direction of the events.

He expressed amusement at the youth's plea.

The griffin wearing the white, hooded cloak told him that he only wanted what was best for all.

He said the same; the country is, after all, making big moves.

There are bigger things in play than the country.

Yes, and he was pulling the strings in those events.

More (well-disguised) pleading, arguments against following the original plan, and even a little beseeching of his better nature followed.

He had a plan, however, and he could not be stopped.

Heck, so good was his plan, that he acknowledged the thin, rapier-like blade coming out of the brace and stuck into his chest as a possible outcome of his pacing about.

It hurt, but he had to admit, the kid had good aim.

"Kid, you cannot stop the incoming war with just this." He coughed. "You'd need a plan, and one where you actually hold any cards. I need you to deliver a message..."

Chapter 8

A teensy tiny detail caught Forest's attention at the party (thankfully not held at her house).

She had just glanced at the rooms, but hadn't really used any of them - well, she picked the larger bedroom for her use mostly for the enormous closet. It had Forest's tracksuit and a skirt. Aaaaand... that was it.

She hadn't even noticed that she had a fridge, instead of the more common regular icebox (includes enchantments, to better keep the ice). It was one of the nicer fridges, too, being both electrical and magical.

It was also empty and unplugged.

The house was pretty nice, but very bare! Forest had a picture, the bare basic furniture and a few books, water and electricity, and a change of clothes, and that was it.

And, just like the fridge, the bed had gone unused all that time. She had only tested it lightly, having remembered that the furniture was somehow sturdy enough to take her unaltered weight. It was rather nice and soft, but she really needed to get on with the magic practice and catching up on her reading, so it was still untouched.

She'd have to take measures to avoid suspicions... yes, make the place seem more lived-in. First, after her morning practice, she-

Bam! A ball hit her front door, knocking out her train of thought.

"Be more careful, dear!" A mare's voice was heard through the door.

"Sorry, mommy." A colt answered, galloping up to the door and quickly scampering away.

"Today is such a nice day; let's take it easy, alright?" Was the last thing she could hear before the speaker got too far for her voice to cross the door.

It... it really was a nice day... Why was she so tense? She didn't have any need to get things done right away - there was no Mercer to tell Forest that X or Y thing had to be done, nor would anypony point at her and scream and get the military hot on her heels to blow her up...

These were ponies.

Ponies.

Pastel-colored, magic-using, peace-loving, touchy-feely miniature horses that had more interest in sunshine and rainbows and stars than in hunting down anything infected with Blacklight... The skies were blue, the sun shone; there was no dreary red cloud cover, nor need to fight off some of the less restrained of Mercer's followers. She didn't have to do anything she didn't want! She didn't need to restrain herself for fear of Celestia - there never was any need to kill anything to begin with!

It would be easier to just consume others to get what she wanted, but... did she really want to stir that hornet's nest? In the princesses' eyes Forest was an unsung heroine, having chosen so to avoid unwanted attention (though there seemed to be something large at play since the other six were not being swarmed by ponies for their contributions)... she had a house.

It was hers.

She... she had a house. It was hers; hers to do with it whatever she wanted. A house in a quaint little town, full of magic ponies.

Forest now had a life in front, one with which anything could be done.

She could gather money whenever, practice what magic she wanted, do whatever she pleased with the current state of affairs... oh, the thrill of stalking something was still rooted deep into her psyche, but she could chose to do so with -say- any changeling spies Chrysalis sent! Or maybe do something about the griffins? She had a sword the size of a surfboard just a flick of her arm away!

Besides, she had to do something. At the party a stallion bumped into her because he was dancing with his eyes closed; he was dazed while she barely even felt it. Forest's coat was soft and smooth thanks to the changeling shapeshifting, but underneath that she kept her body as always - dense enough to stop gunfire.

Inside the bathroom, Forest had enough privacy to change into his original form.

He looked himself in the mirror, right in the eyes.

"These are ponies." He whispered. "They don't have Blackwatch. They don't care much that you eat meat... well, they would take issue with the other things you eat, but still!"

He reached a hand to the hood covering his head, and lowered it.

Even now, in human form, he could feel a small trickle of love flowing in. Pinkie, while annoying sometimes, was very indiscriminate with her love; Forest could tell there was something else going on, but being friends and all meant that boundaries had to be respected and stuff.

"These are ponies." He repeated, still whispering. "This is a town of ponies, not a Gentek facility. Even with these 'Elements' and Celestia... oh God... no! Don't think like that! They don't suspect anything, and they even like you!"

Out of habit, he rubbed his forehead.

"Alright, first things first: Getting rid of the excessive sensitivity of my empathy."

*****

'She saved the world.' A voice tore away what little peace he had inside his own mind.

He stopped reading the letter, which had interrupted the grading of the papers, as he could not see through the tears.

'She's the Element of Magic.'

'Magic.'

'The same thing you said she had no talent for just because she couldn't manage to use the advanced form of teleportation. Not that it was her fault, since she was... what? Just finishing her third month of classes?'

His breath hitched, and he couldn't get it back under control.

'You moved the goalpost. She utterly dominated the basic lessons, you responded with disdain and made the lessons harder. She aced those, too, just for you to chalk it up to luck and make it harder still.'

He rubbed his eyes in a futile attempt to make it seem he wasn't crying.

'And what happened once she finally failed? What did you say? That's right: Guess she wasn't so talented after all. What a joke. How could a failure like that catch the eyes of the princess? You asked. Why would she waste her time with that filly? She's unworthy - you said. And you made sure she heard, didn't you? You knew she was on the other side of that door; you and the others, and they oh so helpfully supported your views. You and your 'buddies' bullied a little filly into a breakdown so bad she wanted to run away from school.'

The letter and its words pierced his heart.

'Celestia was so angry that her teleports rattled windows and her voice shook the building; she was exuding so much energy... and those eyes...'

Her eyes held no threats, just a promise to reduce everything to a pile of smoldering ashes. And yet she didn't cast any spells, nor issue any orders... she just ranted at them... he was so ashamed of himself, and he knew the others were, too.

And that was not half of it.

"Hmm? I don't think I can accept your resignation." Celestia pushed back the letter on her desk; she was pretty calm for having been so mad so recently, but her tone was still a glacial affair far removed from her usual motherly warmth. "It would be too easy. You would leave this school, perhaps feel sorry for yourself for a time, then go to a small town where nopony knows you, find some foals struggling with their learning, help them through the years, and find redemption through proxy, rediscovering your dedication and the compassion you so foolishly forgot when you started harassing my student. As I said, too easy."

He shook as the princess spoke, so casually one would be excused if they thought she was describing the plot of a film or novel. He shook, but didn't advert his gaze, either by sheer will or some miracle - he wasn't sure.

"No, what you are going to do is much harder. You are going to keep teaching here, with her in your classes, and see that little filly grow up into the mare I know she can be, seeing how she surpasses all challenges thrown her way, and when that happens... when she looks at you with her wide eyes and tender heart... you are going to see her and realize: 'I almost destroyed this'. Well, of course I cannot force you to do anything you do not want to, so keep that letter if you decide that this is too much for you."

And now, he had a letter from Twilight Sparkle; it was obvious she had no idea of how to write about the subject of friendship, but her words were heartwarming nonetheless...

And she also thanked him for making her the pony she was now.

She did so with total sincerity.

Celestia was one of the kindest, most loving beings he'd ever known - however, just as she was capable of immeasurable kindness, she, too, was capable of unbelievable cruelty.

Twilight was thanking him.

Him. Him, who had tried so hard to break her just because Celestia was paying more attention to her, just because Celestia thought she was special... he tried to break her, and did, and she was never quite the same friendly filly she used to be - something that Celestia kept lamenting and trying to undo.

What a bad time for his doctor to forbid him from taking whiskey.

*****

"A-alright, you can do this." Forest the pony tried to convince herself; she was currently sitting in her living room, facing the door... and she was without her clothes, letting her cutie mark show for once.

She shook involuntarily, since she had softened her biomass to better imitate normal flesh.

The squishyness was torture; she just felt so vulnerable! God knew she didn't need any reminders that she wasn't invincible.

Just the memory of Nightmare Moon, or Alex Mercer, sent shivers down her spine.

She hugged herself, closing her eyes.

"Let the world melt away. Let the world melt away." She whispered the words as a mantra, over and over. She had to find her center, and do so at least mildly isolated and as flexible and supple as she could be - normally for a changeling that meant relaxed in a form of their choosing...

She just felt like Nightmare Moon was going to pop out of the shadows and rip her apart just a little faster than she would otherwise.

More shivers. She had to continue, so she drew as many memories of magic training as she could... sadly, quite a few of them were of practicing spells via rote memorization.

"I-I am me. I-I have control over my heart. I am me."

Something hit her door hard, rattling her windows and startling her badly. She growled as her horn lit up, her magic undoing the lock and throwing open the door as she prepared to pounce, her front legs bent slightly and her hind legs apart.

Rainbow Dash was on the other side of the door, rubbing her shoulder, and squeaked in surprise at the predatory look directed squarely at her by the fake unicorn. Her horn was glowing a very bright blue, flaring wildly as she had plenty of energy charged up.

Forest stood there, glaring and panting, for a few seconds. She gritted her teeth and let out another growl as she shook her head, trying to will the magic back down. It was the greatest amount of magic she had tried to channel, ever, and it gave her a headache.

"My horn aches, I think I over-channeled." She said, rubbing her forehead. "I take it you wanted something and forgot I lock my door? Again?"

Dash stood there, gaping for a second, as Forest shot her another dark look - though not quite at the same level as the one before.

"Uh... everything alright?" Twilight peeked from behind her surprised friend. "I kind of could not avoid seeing you through the window..."

Forest was about to default to her usual response - annoyance underneath a mask of polite dismissal... before the idea of allowing them to give her the help they so obviously wanted to give her crossed her mind and squashed her first instinct.

"It's starting to sink in, Twilight." Forest rubbed her eyes, using her changeling disguise to bring about yet-another version of her hooded tracksuit and skirt. "I just wasn't thinking about it until now... I feel exposed."

Something clicked inside Rainbow's head. "Past catching up to ya?"

"Something like that... are you going to stand there or are you going to get in?" She motioned with her head, only to regret it as the aftereffect of the over-channeling grew more noticeable. "Gah! You're lucky I'm not of the 'strike first' mentality!"

Being aggressive went against her policies back in New York, specially since she worked better using her head and either using sneak attacks or exploiting an opening... at least when there was a perceived danger; regular hunts usually just consisted of stalking and either totally overwhelming her prey or testing out her abilities. She could be a little bit of a sadist.

To her surprise, Applejack was with them.

"Sorry..." Dash was being uncharacteristically quiet. "That's why you lock your door even when you're in?"

"Kinda." Pure habit, really; Earth quite simply was not as safe as Equestria. "I just... kept thinking of my goals as objectives in a mission, you know? I sort of knew that I could take things more calmly, but with Celestia keeping an eye on things..."

"Wait, are yah still scared of th' princess?" Applejack asked as Forest eased herself on the only couch in the house.

"Applejack, Her misinformation campaign is not something that can be shaken off so easily..." Twilight spoke softly, dejected and sad that somepony would think that of her mentor. There was a small undercurrent of anger at the lies.

"I feel exposed, what with so many knowing my secret..." Forest saw Applejack flinch. "I used to think I'd be fine, just getting anything I needed and then keep moving, but Nightmare Moon happened..."

"Was she that bad?" Applejack placed a comforting hoof on her shoulder.

"You have no idea." Maybe it was that her meridians were still fried from the over-channeling, affecting her head a little, but she felt less tense. "Her crazy emotions made me think she would only be a threat if she got angry... I honestly thought she was going to kill me. S-she was so powerful..."

"I know." Twilight shakily agreed, walking over to Forest with tears on her eyes and began nuzzling her. "I-I thought she had hurt you..."

It definitely had to be another side-effect; Twilight's concern simply couldn't be this warm and relaxing. They had met during the trip! And she hadn't told them anything about herself! Why was Twilight so shaken at the idea of seeing her hurt?

"Whoa, what happened while we were gone?" Dash asked, shocked.

"I got kicked into a pillar." Forest was being rather blunt, but oddly muted in her emotions, so it came across as simply direct. "Changelings have a form of reinforcement based on the shapechanging ability, but even if I survived the hit it affected me quite badly."

"You don't have to worry about that any more." Twilight said, adding a foreleg to make an embrace.

Forest briefly remembered Celestia, after she was winding down from her spell. Her eyes, previously white from the sheer power, dimmed until she could see her eyes as they were... only beautifully iridescent, changing colors with every tiny change in angle, sapphire blue and ruby red and gold and emerald green... a captivating display; it settled on a rosy color once the magic had ran its course. Ah, that was a feeling of safety she had never felt before.

"I guess so." She mumbled. "Thank you."

"Still, I have no idea of how to proceed in this case. I was expecting discretion, but now I'm known to the princesses and other ponies, so I can't decide if I should carefully build up an appearance or if I could just follow my whims and flights of fancy knowing that you have my back. I... I couldn't decide; you know how vulnerable a changeling is after telling their secret."

"Don'tcha worry." Applejack said, smiling warmly. "It's yer secret, an' we'll help yah keep it."

"Thanks again, coming from you is reassuring." And it truly was! The Element of Honesty was based on trustfulness and dependability, and if she said that she'd keep it, Forest was sure she'd have no trouble convincing the others to keep it, too. Having the heroes and the princesses supporting her was way better than having them be ignorant or indifferent - support meant there was room for endearment, while ignorance could mean that they would have little issue in blasting her with the Elements as soon as they learned of her changeling status.

"I... guess I'm glad we had this chat. I just threw myself at work and tried not to think about it - practicing magic seemed like a nice idea, but I'm having a lot of trouble with it."

"Isn't invisibility kind of a big deal?" Dash was confused, as was Twilight.

Forest shook her head slowly this time. "I learned that spell through pure rote, I'm afraid. The training I went through was more for survival, observation and discretion; there could be times magic could be impractical or unavailable, after all..."

Applejack understood just too well - if she had taken a non-unicorn disguise, she would have to do things by hoof or risk raising suspicion. She had been giving more thought to Forest's situation, and tried to think like somepony with a burdensome secret; as long as her feelings were genuine, it did not matter how she looked - kind of like a more complicated version of make-up with higher stakes. (Applejack found that relating things to the situation made it easier to understand, but it still sounded weird to her.)

Twilight was quick to offer tutoring for Forest, and she'd have to be crazy to refuse! After all, Twilight was an actual scholar of magic!

"What is that supposed to mean? Why would being a magic talent be so important?" Twilight was confused at Forest's slight enthusiasm and wording. Forest responded in a hushed stage whisper.

"Well, that mare is pretty confident that Equestria won't be hard to keep down because... well, she's of the opinion that the common unicorn is the most pathetic of the spell-casting species, so that anypony who isn't a guard or a magic-related talent is much less of a threat than... oh, I don't know... an earth pony farmer like Applejack. I mean, good grief, girl! Those trees are the thickest apple trees I have ever seen! And yet you kick them nearly all-year round." It was a good thing that they had found out about her disguise, at least they now knew that she had a preference for the direct, pragmatic approach to a problem and didn't have to sugar-coat anything to prevent a 'falling out' and 'starve' - mostly because they insisted they could take things straight.

"And knowing that the regular unicorn only bothers to learn... what, a couple of non-basic spells that relate to their talent? They waste a lot of potential by not expanding their repertoire; I know that I'm not very proficient myself, but I have no intention to leave it at that!" She narrowed her eyes, and stood up. "I let that harridan manipulate me for too long! I won't stop learning just because she says that a spell is for other roles not my own! I make my own roles!"

"You said it, sister!" Rainbow Dash pumped her hoof into the air. She had been rattled by the threatening look she had gotten when the door was opened, but the more she heard, the more she understood - she had nearly forgotten that changelings were predators, and the incident with the door was the instincts showing through in a moment... a moment of weakness. Not only had Nightmare Moon scared Forest, she had found out that the queen that was supposed to look after them had lied to them and pretty much betrayed her! All just for... for conquest! A fire was lit inside Rainbow Dash, fasted flier of Equestria and Element of Loyalty... she'd be the best friend ever!

In a cool way, of course; image to maintain and all.

As for the 'harridan' comment, Forest smiled in a twisted way at the idea of calling Mercer a 'harridan'. Not to his face! No, not to his face...

"Thanks for getting my mind off those things." Forest returned to her neutral state, but externally displayed a smile and spoke lightly. Well, at least now she had help to live inconspicuously now, and they would be willing to overlook any slips she made by passing them off as cultural differences or a result of Chrysalis's lies.

"Now what did you want me for at eight in the morning?"

Dash smiled.

"Well, I know you said that flying was out, so I thought of something..."