Hearts and Hooves Day Hurts

by totallynotabrony

Rating: teen
Tags: My Little Pony: Friendship is Magic, Dark, Alternate Universe, Comedy, Romance, Changelings, Cheerilee, Big Macintosh
Length: 16404

Cheerilee is sent to investigate a mysterious outbreak of love sickness on Hearts and Hooves Day, but ends up getting much more than she bargained for.

During Cheerilee’s centuries of vampiric service to Princess Luna, she has always kept to herself. Luna knows that her faithful agent is a loner, so on Hearts and Hooves Day, without a special somepony of her own, Cheerilee is picked to go on assignment to a town stricken by love sickness. There, Cheerilee realizes what she has been missing for so many years. This could be her only shot at love and there’s no telling how much blood she’ll spill to hold onto it.

A story of the Vampire Cheerilee series

Coauthoring and cover art by zaponator

Published 2013-09-19 03:10:03 UTC
Last updated 2013-09-19 03:10:03 UTC

Chapter 1

Hearts and Hooves Day Hurts

Spring was in the air, not a cloud was in sight, and the streets bustled with happy activity. Ponies moved to and fro in smiling pairs, side by side in the shining sun of morning. Songbirds flitted about in the skies above, weaving around pairs of pegasi and adding their chirping voices to the already glorious day.

Through it all, one pony trotted alone down the street. A stallion yelped as he was roughly shouldered aside by the scowling lavender mare. Before he could even begin to be affronted, the mare had already disappeared back into the crowd. He shrugged and turned back to his special somepony before him, his smile already back in place.

Cheerilee kept moving. The happy ponies all around were beginning to get on her nerves. That stallion she’d bumped hadn’t done anything to deserve such rough treatment, but Cheerilee maintained the excuse that he had been in her way. In reality, she was just in a bad mood.

Most ponies were out and about with their significant others, wide smiles on their faces. A few were sequestered away in their homes, staving off lonely sadness by themselves. Cheerilee was neither of these; she was just angry. For decades now, something about this time of year had rubbed her the wrong way. Now it had gotten to the point where the sickening, dopey grins of the crowds around her just made her want to go out to the woods and chase down rabbits until their little hearts exploded.

Suffice to say, Cheerilee was having a bad day.

She trudged through the hoards of sappy sweetness, luckily able to contain her temper without blowing up at anypony. She had developed masterful control of her emotions over the years, but Hearts and Hooves Day always strained her to the limit.

Fortunately for Cheerilee, and perhaps far more fortunate for the ponies around her, she arrived at her apartment before too long and went inside. The place was sparsely furnished and contained few personal touches. Cheerilee rarely had guests visit her, and even fewer close friends.

Cheerilee closed the apartment door and made her way to the bedroom. There, she removed the dress and colored contacts she wore, shedding her disguise. She’d been working all night, and the bloodstains of the task had taken hours to clean off.

She never wore a disguise to school, of course. Working as a teacher was still an excellent cover for the grim toil of her night job. That didn’t mean her nocturnal service took precedence, however. Despite how Cheerilee’s life had changed so much over the years and decades, her special talent was still in education.

Hearts and Hooves Day had fallen on a weekend this year, and for that Cheerilee was glad. The foals always got a kick out of the event, but Cheerilee always felt cold and alone with no special somepony of her own. She always hated for her students to see her that way. This year, she was planning on staying home and distancing herself from the cheerful public.

However, as Cheerilee finished disrobing she heard a chime in a frequency that was undetectable to most ponies. She picked up a small mirror from on top her dresser. Reflected in the glass was not her own face, but Princess Luna’s.

The sudden appearance of an alicorn face to face with them would be enough to startle most ponies out of their skins, and cause them to quickly bow in deference, but to Cheerilee it meant something much simpler. She had a new task ahead of her.

“Good morning, Princess,” Cheerilee spoke to the mirror. The enchantment on it functioned at least as well as an electronic video conference. It was a secure and inconspicuous way to communicate.

Luna nodded in greeting, her eyes looking a bit tired after being awake all night. “Hello Cheerilee. A situation has come up that I think you are most qualified to handle.”

Cheerilee very nearly smiled with pleasure. A little work would take her mind off of this most hated of holidays, and was certainly a lot better way to pass the time than sitting in an empty apartment and brooding. For once, Hearts and Hooves day was looking up.

That left the question of what the Princess wanted, however. Cheerilee had experience in a wide variety of tasks, and was probably Luna’s most qualified agent for many of them. Still, if there was a minor problem that could be handled by somepony else, Luna probably would have sent them instead. You don’t use a grenade on a housefly, and you don’t send an experienced vampire to make petty arrests.

“Try not to look too excited, Cheerilee.” Luna smiled. Decades of working together had allowed her to read Cheerilee's mannerisms like a book, and the Princess knew just how much her agent would relish the chance to get out and work on this particular day.

Luna’s expression turned more serious, getting down to business. “Something strange appears to be happening to the residents of Ponyville. They are... rather more taken with Hearts and Hooves Day than usual.”

Cheerilee blinked. “No offense, Princess, but this doesn’t exactly seem like something you would need me for. What’s the catch? Is everypony suddenly more in love with each other than normal?”

Luna nodded. “Yes, actually. We think it’s something in the water.”

“I suppose that does make a difference,” Cheerilee mused. She had no need for sustenance other than blood, and therefore should be unaffected by a contaminant in the town’s water supply.

“It’s partly because you wouldn’t be affected,” said Luna, almost as if reading Cheerilee’s mind. The Princess’ tone shifted. “More importantly, your policy of celibacy should keep you out of trouble in a town run amok by love.”

If her blood still flowed naturally, Cheerilee’s face would have flushed bright red. “Uh, just because I haven’t...”

“Calm down, that’s not what I meant.” Luna appeared to be hiding a smile. “I merely didn’t want to send an agent that would... interact with any of the citizens until we know what is causing this.”

Cheerilee nodded and allowed a bit of a smile to show on her face. In the years she’d worked for Luna, the two of them had established something more than a business relationship. Cheerilee looked up to the Princess of the Night as a mentor, but more importantly, she saw Luna as a friend. That allowed a great deal of both personal conversation and good-natured ribbing. Both of them knew quite well how immortality could be very lonely.

“So, Ponyville,” Cheerilee said, steering the conversation back to her assignment. “It’s been a while since I’ve visited.”

Cheerilee hadn’t lived in her hometown for more than a century. Anypony she had known there was long gone. Still, it was only a few hours’ distance by highway. She could begin her assignment that day.

As if sensing her urgency, Luna said, “The information we’ve collected will be sent to you.”

Simultaneously, Cheerilee’s cell phone beeped. Even a few decades ago, such a thing would have been impossible. Cheerilee had grown up in the age of steam, and here she was living among computers and personal electronics.

Cheerilee nodded. “I’ll get started.”

Luna said goodbye and the mirror returned to its former silvery reflection. Cheerilee put it down and moved to her closet. Inside, hidden behind clothing and a clever bit of false paneling was an array of instruments vital to her job.

Some tools were useful for chemical testing, picking locks, or other covert tasks. Some were simply weapons. A finely crafted sword was the centerpiece of the collection. While Cheerilee was an earth pony with no telekinesis to wield it, over the years her hooves had gained literally supernatural dexterity. Learning to fight while standing on two legs had taken some doing, but with enough practice she had eventually become quite proficient at it.

However, there was nothing to indicate that any weapons were necessary. Princess Luna was apparently not expecting Cheerilee to have to fight anypony. Although, if it came to that she was more than capable of handling things while unarmed.

Cheerilee picked up a bag with a few vials and reagents. If there were something in the water of Ponyville causing increased lust, there were a few possibilities as to what it could be. Cheerilee had read all sorts of books during her many years in various classrooms, and possessed a wealth of knowledge on many subjects, including potions and potioncraft.

She rifled through a few cards and documents, selecting her identity for this trip. Something that would not inspire single ponies to seek her out, preferably. An older appearance might work, but that left the possibility of drawing the eye of more mature stallions. Instead, she picked out an old favorite, Countess de la Cheer, a persona that was guaranteed to be out of the league of most residents of Ponyville.

Completing the look was simple. After restyling her mane, Cheerilee put on an expensive dress just barely long enough to conceal her cutie mark in case of the unlikely event that somepony in town actually knew it. Some gaudy and clearly expensive jewelry accented it, along with a pair of sunglasses that cost more than some ponies made in a month.

The crowning piece was the attitude. Countess de la Cheer was an important, wealthy pony and knew it. A slight sneer slid into place on her lips as she checked the mirror and grabbed the rest of the things she would be taking.

Disguises came easily to Cheerilee, as she essentially wore one every time she went out in public. It actually took effort to maintain the appearance of a normal pony. Cheerilee was the next best thing to a corpse, and if she didn’t remember to breathe and affect a heartbeat, ponies might notice. The books and movies about vampires had never really gotten things right. Her reflection in a mirror, for example, was just as visible as any other pony’s. She was also not an impossibly beautiful creature inside and out. Instead, her condition made her more of a monster than a mare. The shell she wore to contain it, Cheerilee had learned, was thinner than she’d like to admit.

Cheerilee had not yet given up on her identity as a pony, but she had begun to wonder if branding herself as something else would be more accurate. Often she caught her mind wondering just how long it would be until there was no equine left in her at all. So many years had passed since she’d allowed herself any casual contact with anypony outside of business.

All these thoughts scattered about her head as she turned away from her equipment closet, making sure to close and conceal it again before leaving the room. Cheerilee went out the front door, descending to the parking garage beneath the apartment. Her schoolteacher sedan was parked in its usual place. Across the way was a red sports car that would have cost several years’ worth of her school salary. Of course, she hadn’t paid for it with that job at all. The government expense account Luna had granted her helped with some things like that, but mostly Cheerilee drew income from long term investments. There were certainly some perks to immortality, she had to admit.

The car smelled new because it was. Cheerilee got in and started the engine, the rumbling exhaust making clear that it was a very powerful automobile. She adjusted her sunglasses and pulled out of the garage, pointing the car down the road towards Ponyville and peeling out as she made for the horizon and the little town that lay beyond it.

With superior reflexes and situational awareness, Cheerilee had no qualms about driving well above the speed limit. It was practically required by her haughty current disguise, anyway. In addition, the faster she made the trip, the faster she could get started on getting to the bottom of the love crisis in Ponyville.

At that speed, she arrived in only an hour or two. Modern cars and roads still managed to impress Cheerilee from time to time, having grown up traveling on a train that would have taken all day to make the same trip.

Pulling into town, Cheerilee was struck by just how much everything had changed over the years. Very few of the original buildings remained. They had been mostly made of wood and thatch anyway, not exactly a design to stand the test of time.

The street layout had remained roughly the same. Cheerilee drove around the fountain circle near the town hall. She passed the old site of the town’s best bakery when she lived there. Cheerilee remembered that it had been an almost impossibly accurate imitation of a gingerbread house called Sugar... something. The site now played host to a six-story block of slate gray condominiums. She wasn’t sure why it struck her to see the brightly coloured and whimsical building replaced by utilitarian rectangles. It really shouldn’t have come as much of a surprise, given just how long she lived, but that didn’t mean she had to like it.

There were other things to dislike that took Cheerilee’s mind off the buildings. Everywhere, couples walked the streets together, somehow even more lovestruck with each other than was normal on Hearts and Hooves day. They didn’t even look up when the exotic and expensive car rolled by, still staring into each other’s eyes with big dopey grins like a bunch of pubescent colts and fillies overcome with hormones. Cheerilee shook her head. No, it was worse than that. At least teenagers tried to hide it.

She drove slowly, looking around for somewhere to begin her investigation. If Princess Luna was correct, the municipal water supply might be contaminated. However, she couldn’t show up there looking like this. In fact, if she was going to be snooping around the water tower and associated equipment it would be best if nopony knew she was there at all. It was time for a little stealth, but first she’d need somewhere to stash the car.

A nearby parking garage, built on the site of Ponyville’s historic library, was available. Cheerilee pulled in and found a space. She heard what sounded like a farm truck enter the garage after her and come to a stop somewhere nearby. Getting out of her car, Cheerilee heard hooves coming in her direction, presumably from the driver of the truck.

She put on an annoyed look that was partly for the sake of her disguise and partly real. Regardless of who they might be, Cheerilee didn’t want to meet up with anypony if she could help it.

A red-colored earth pony, large in every dimension, strode into view. His mane was dusky orange and he wore unshorn fetlocks. It took Cheerilee several seconds to process what she was seeing, remember who he reminded her of, and marvel at the uncanny resemblance.

A slight breeze blew through the garage, carrying the stallion’s scent to her. The visual resemblance might have been one thing, but Cheerilee’s nose didn’t lie. This was exactly the same stallion that she remembered from so many years ago.

There were few things that surprised Cheerilee anymore. She had fought everything from zombies to manticores, uncovered conspiracies that had the potential to topple the government, and had survived dozens of assassination attempts. Meeting this stallion, seeing his distinctive profile, smelling his unique essence, it astonished her so much that she literally forgot to breathe.

The red stallion glanced at her, catching her staring. He paused and took a step in her direction, his heartbeat picking up slightly and curiosity plain on his face.

Cheerilee swallowed hard and asked, “Are you Big Macintosh?”

The stallion nodded slowly. “Eeyup.”

Chapter 2

Big Macintosh stared at Cheerilee for a few seconds. “Have I met you before?”

Hesitantly, Cheerilee took a few steps forward. “It’s been a long while.”

Realization began to dawn on Big Macintosh’s face. “Miss Cheerilee?”

The mare managed to force down her surprise and nervousness. “After all this time, we’re certainly both adults. I think you can just call me Cheerilee.”

It was a rather weak joke, but to her surprise, Big Macintosh did chuckle. Cheerilee joined him for a moment, much preferring humor over awkwardness. However... “But in all seriousness, how are you still alive?”

In response to her question, Big Macintosh shuffled his hooves nervously and looked away. “Well... I ain’t exactly normal. I could ask you about the same thing.”

Cheerilee smiled demurely, her previous nerves all but gone in the familiarity of talking to an old friend. Big Macintosh’s country accent was refreshing after dealing with so many snooty high-class ponies over the years. He was a stallion from another time, when things were simpler. Cheerilee hadn’t thought about her younger years in decades.

“I asked first.” Cheerilee didn’t mean to be standoffish, and gave Big Mac a grin to show her good natured jest.

Big Mac’s stoic expression finally cracked, a small smile replacing it. “I suppose you did at that.” Turning more serious, he went on. “Back when we both were still living here in Ponyville - maybe one ninety or two hundred years ago? - something happened to me. I ain’t gonna sugarcoat it. A wolf bit me. I... changed after that, in a few major ways. Just one of the side effects bein’ that I haven’t aged a day since.”

Cheerilee frowned. Not only was it one of the longest run of sentences she’d ever heard Big Mac put together, but lycanthropy was very rare, to the point that she’d only encountered affected ponies once or twice before.

Nodding, Cheerilee accepted his answer. “As for myself, I was put in a similar situation. I was bitten as well, not by a werewolf, but by a vampire.”

Big Mac swallowed hard, looking uncomfortable. He forged ahead with the conversation, however. “Would you like to go somewhere to talk?”

Cheerilee smiled warmly. “I’d like that.”

Big Mac nodded for Cheerilee to follow him, and led her to the exit of the parking garage. He stopped just before stepping outside, however, looking askance at Cheerilee with something clearly on his mind. Cheerilee noticed him glance out into the bright spring sunlight, then back to her, back and forth a few times, quickly realizing what he was thinking.

“Uh... you don’t... y’know,” the stallion muttered uncertainly.

Cheerilee sighed, only barely resisting the urge to introduce her forehoof to her face. “No, Big Macintosh, I don’t burn up in the sunlight. This isn’t some cheesy vampire novel.”

Big Mac tried, and failed, to seem casual in showing his relief as he smiled sheepishly in response. “Just makin’ sure.”

With that, Big Mac once more took the lead. A few ponies looked their way as they walked through the streets of Ponyville, some of the single stallions appearing especially interested in Cheerilee. She averted her eyes, instead looking around the city. She was struck again by how much it had changed.

“Is everypony actin’... a little strange?” Big Mac asked. He’d been spotted by a few single mares, and the attention they were paying to him was fairly obvious, to say the least.

Speaking of which, Big Mac didn’t seem affected at all. Cheerilee considered that for a moment, trying to decide what she should tell him. The thick crowd of ponies around them gave her a bit of time to decide. Whatever she said to Big Mac, it would have to be once they weren’t surrounded by hundreds of listening ears.

“You could say that, yes,” she carefully replied to his question. “Listen, I can explain more once we’ve arrived at wherever it is you’re taking us.”

“I was goin’ to a coffee shop to meet a neighbor and plan for the summer haymaking. He hasn’t been returnin’ my calls, though. Dunno if he’ll show up.” Big Mac shrugged and continued wading through the crowd with Cheerilee in tow.

Cheerilee sighed in exasperation as another pony jostled against her in the menagerie of lovestruck residents of the city. “Are we there yet?”

Big Mac chuckled. “You know just as well as I do that the answer to that question is just about always ‘no’.” He only smiled at the glare Cheerilee gave him, stopping in the street and gesturing with a forehoof. “This time, it’s actually ‘yes’.”

Cheerilee looked where Big Mac was pointing, spotting a hip, social coffee place on the corner. It was so strange to see in what was once her tiny hometown, but apparently the mom-and-pop places were getting harder to find. A shame, really, even if Cheerilee’s vampire digestion couldn’t handle coffee.

In appearance, the coffee shop matched any of the thousands just like it in the chain that spread all across Equestria. It was almost perfectly cube-shaped, two stories tall, and meticulously maintained to meet the standards of a stringent corporation. Everything was hard angles, straight lines, and complementary colours. It was simple, elegant, and so trendy that it hurt. In a word, boring. If that made Cheerilee a hipster for being around before fashionable coffee places, so be it.

Big Mac seemed to share some of her attitude as he pushed open the door and escorted her in. There were luckily only a few customers, all of them sitting with their special someponies. The barista was distracted, and Big Mac had to plunk his heavy hooves down on the counter before getting noticed.

“One black coffee,” Big Mac said.

“No, that’s not a good idea.” Cheerilee gave him a look. “Just get a muffin or something. No drinks.”

There was confusion on Big Mac’s face, but he dutifully paid for an apple bran muffin. Carrying the pastry to an isolated table in the back, the two of them sat down. Cheerilee leaned close to him, speaking barely above a whisper. “I think there’s something in the water around here that is causing the whole town to act strangely.”

“On the farm, I get my water from a well.” Big Mac shrugged. “If I would even be affected, what with the… eh, immortality and all.”

“It does have some advantages, doesn’t it?” Cheerilee mused.

Big Mac went silent, breaking eye contact with Cheerilee and staring down at the untouched muffin before him. His mouth was set in a thin line, his expression unreadable even with Cheerilee’s two centuries of experience in catching subtle expressions. That thought gave Cheerilee pause. She realized that as much as she had unlimited time to practice reading the emotions of other ponies, Big Mac had the same time to perfect hiding his own.

The silence stretched on for far too long, Cheerilee resisting the urge to sheepishly rub at the back of her neck with a forehoof. Just when she was beginning to think that she’d totally derailed any chance of conversation with what was, to her, a perfectly innocent question, Mac finally spoke up.

“So what makes you think it’s the water?” His tone betrayed less about his feelings that his face had, but he did finally look Cheerilee in the eye. She still couldn’t read him.

Cheerilee suppressed a sigh, going along with the change in topic. “I was sent here to find out what is going on around this town. Something is causing all these ponies to lose their minds in love, something everypony has access to. Water seems like the most likely option.”

Mac nodded. “And when you say you were ‘sent’...” He trailed off, leaving the question unasked, but making it clear nonetheless.

“I’m not doing this by myself,” Cheerilee allowed. “You might say that I have a rather well-placed sponsor. She’s right at the top of the government, in fact.

“Uh huh.” Mac paused, and then picked up the muffin for a bite in the manner of somepony settling down to hear a tale.

“Yes, this really is what I’ve been doing with my life all these years.” Cheerilee sighed.

“Sounds interestin’.” Mac shrugged.

Cheerilee raised an eyebrow. “Never a dull moment, I suppose. This is actually a rather sedate problem I’ve been assigned to. Most situations I’m put in are quick to escalate, because it turns out I’m rather effective at handling things like that.”

Mac said nothing but his expression was curious for more. Cheerilee paused for a moment and hesitantly added, “I’ve done a lot of things that aren’t exactly wholesome.”

“You talk like everypony doesn’t have regrets,” Mac observed.

“At least here in Ponyville you get to take things slowly and think about it.”

Mac’s teeth clenched for a moment and he put the muffin down. He stared at it for a moment before his eyes shifted back to Cheerilee. “All I’ve been thinkin’ about for the last two hundred years was how my family was dying right in front of my eyes. You remember Apple Bloom, right? My youngest sister? She lived a full life and still died a century ago. All I’ve done is work the farm, live my life, and miss everypony I ever knew.”

“It’s not like I didn’t leave behind plenty of friends of mine,” Cheerilee replied. There was no trace of anger in her voice, she was too well controlled for that.

“And yet, you come home to Ponyville after all this time and it’s just for business.” Mac’s expression was the epitome of neutral. He’d learned his own lessons about concealing his feelings. “All those friends you left, that’s exactly what you did isn’t it? You just left ‘em behind you. Not a letter, not a single visit, not even a trace of you. We here in Ponyville thought something must’ve happened to you or maybe you’d just forgot about us. Guess it was the latter.”

The two of them again lapsed into silence. Mac’s eyes held his trademark placid look, just as Cheerilee remembered. He’d made his point and had nothing more to say.

She looked away. “I’m not who you remember. I left so that none of you would have to know what I’ve done.”

“And that’s the other thing.” Mac’s stoic demeanor nearly cracked, but he stopped and took a breath before continuing, “When did you become so cold-hearted?”

“Violence was never my intent, but sometimes there’s no other choice.” She glanced around the very public coffee shop, deciding that despite everypony’s continuing distraction it was not a good place to go into much detail. “There are... things out there that need to be taken care of. It’s for the good of everypony.”

“And I suppose you’re the pony that has to take care of them.” Mac was clearly not impressed by the notion.

“Somepony has to, Mac. Who else would but me?”

Mac paused, still showing no emotion while he struggled for words. Finally, he said, “Somepony... Anypony... Not you. You’re kind, you’re caring... You’re a schoolteacher, Cheerilee.”

She opened her mouth to protest, but Mac raised a hoof, gesturing towards her hip. “You can change what you do, Miss Cheerilee, but not what you are.”

She looked down at the three smiling flowers of her cutie mark, at the representation of her talent for helping little ones grow and prosper.

“I may have forgotten myself along the way,” Cheerilee admitted after a long moment.

Mac leaned a little closer to her. “I still remember.”

She could see the honesty in his eyes. It must be an Apple Family thing. Cheerilee inched forward in her seat, closing the distance between them. “Thank you.”

Mac smiled, but then looked away. “I might give you a kiss to make you feel better, but I think somethin’ is stuck in my teeth.”

Cheerilee laughed at the inside joke from long ago. They both lapsed into a silence, comfortable this time, lost in memories of a time long past.

Completely interrupting the moment, a couple at a nearby table suddenly began making out. The surprisingly loud display quickly shook Mac and Cheerilee out of their pleasant reverie, and with a glance they silently agreed that it was probably as good a time as any to leave.

Mac had apparently given up hope that the pony he was waiting for was going to show up. With everypony in town catching lovesickness, Cheerilee was not surprised. Mac held the door for her and they exited the coffee shop.

“So where were you thinkin’ of starting with your, uh, secret mission?”

Mac’s awkwardness was almost amusing. Cheerilee didn’t quite know why that was, but she smiled. “Please, Mac. You make it sound like I’m some special agent from the movies or something. To answer your question, though, I think I’ll start in the logical place for investigating a contaminated water supply.”

“The city’s water treatment plant, then.” Mac nodded. “I know where it is.”

Cheerilee blinked. “I was going to say the water tower. When did you get a whole treatment plant?”

Mac chuckled. “You really have been gone a long time. Come on, let’s go.”

Chapter 3

On the way to the water facility, Cheerilee stopped by her car and changed her outfit. Some businesslike glasses and a nametag that read “Watering Can” made up her new disguise. The two of them continued in the direction that Mac led, towards the water facility.

Mac looked over her disguise and asked, “So are you supposed to be some sort of water inspector?”

Cheerilee adjusted her glasses and spoke in a rather relaxed accent reminiscent of Mac’s own. “Just makin’ sure the flowers have what they need to grow like they should.”

Mac shook his head, noting how even the way Cheerilee carried herself had changed in an instant. A thousand tiny details in her manner had combined to give off the impression of an entirely different mare. Needless to say, it was quite an impressive trick of acting.

“Eyes front, Mac, we’re coming up to the gate.” Cheerilee held back a laugh of her own as Big Mac nearly sputtered.

“I, uh, I wasn’t starin’ or nothin’...” Unlike Cheerilee, he was unable to control his own blood flow, and therefore unable to help the slight blush that spread across his cheeks. It was barely noticeable against his bright red coat, but Cheerilee’s keen eyes saw the bloom in heat. Her lips turned upward in amusement.

A few moments later, managing to school both of their faces to nonchalance, the pair of ponies approached a tall chain link fence. The top of the fence was lined in barbed wire, and the gate directly in front of them was secured with a large padlock. A squat security booth stood nearby, but was apparently abandoned. A small scrap of paper with hearts doodled on it fluttered against the fence.

“I guess the security guard got a date…” Cheerilee muttered under her breath.

“How do we get in?” Mac asked. “You’re the expert on secret agent stuff.”

“Oh please, I told you I’m not a secret agent.”

Mac simply stared at her in silence for several seconds. Cheerilee glared right back until he raised an eyebrow. She sighed.

“All right, follow me.” She stomped up to the padlock barring their entrance to the facility, Mac coming behind with a satisfied smile.

“Right after you, Double-Oh Cheerilee.”

“If you call me that again, I’m going to fry you with my laser watch,” she chuckled, kneeling down and sliding a small lockpick kit out of the gear she had brought.

Mac watched with interest as Cheerilee displayed supernatural dexterity that hooves were not usually capable of, working the small tools into the tumblers of the lock.

“Hold this for a second,” she ordered, indicating one small wire inserted into the padlock. “I need a bit of help.”

Obediently coming over to assist, Mac watched Cheerilee rummage in her kit for another pick. He shrugged and brought his large hoof down on the mechanism, the seemingly casual maneuver breaking the steel lock right off its chain.

Cheerilee looked up from her toolkit at the noise, then down to the broken lock lying on the ground, and finally up to a sheepishly smiling Big Macintosh.

She blinked. “That… works, I guess.” Cheerilee shook her head quickly and stowing her lockpicking kit away one more. “Let’s just get inside and get to work before somepony notices.”

They closed the gate behind them after entering, and quickly crossed an expanse of well-watered grass on the other side. Cheerilee kept an eye out for any workers as they approached a small service entrance set into a dull brick wall, but the coast was clear. Unsurprising, given the state of the ponies in town.

Cheerilee opened the door confidently, putting on the businesslike look of a water inspector and strutting inside like she belonged there, before finding the hallway on the other side entirely empty.

She dropped to a more relaxed stance immediately, poking her head back out the door and nodding for Mac to follow her. As the two of them ducked inside, Cheerilee spotted one of the workers suddenly appear around the corner of the building behind them. She quickly shut the door and turned the lock just as the worker caught her eye.

Cheerilee leaned back against the door, shushing Mac and listening for the worker’s approaching hoofsteps. No sound came. Before Cheerilee could breathe a sigh of relief, a thought occurred to her that caused her to stand bolt upright. That pony had been alone.

Ignoring Mac’s confused look, Cheerilee yanked the door back open, breaking the little deadbolt inside it, and darted outside. The pony that she’d seen was gone without a trace.

There were several explanations for a disappearing, not-love-affected pony, and none of them were good. Cheerilee turned back around, spotting the question in Mac’s expression. She said, “We really need to get those water samples and figure out what’s going on here. Whatever is happening, I think we’re definitely in the right place.”

Mac nodded and followed her deeper into the building. They walked through wide halls with polished tile floors and clean but plain walls. A few scattered safety posters broke up the monotony, reminding everypony of the numerous rules and regulations that came with the job. The soft click-clack of their own hooves was the only sound, though Cheerilee didn’t let her guard down. Several blank-faced doors passed by on either side, some with a sign declaring the purpose of the room they concealed, but most had only a few numbers and letters. A massive array of pipes, thick and thin, ran along the ceiling, some of them rattling slightly with the immense pressure that they contained.

All the pipes had to go somewhere, and eventually Mac and Cheerilee discovered where. A large room contained a massive holding tank that was filled with water. All the town’s supply had to pass through here.

Cheerilee got out her chemical testing kit and opened a valve. Careful not to get any of the possibly contaminated water on her, she filled a few test tubes. Corking them, she carefully stowed the samples and turned to Mac. “All right, let’s go. I need to find a place to process these.”

They headed for the entrance. Mac commented, “You can stay at the farm. Nice and quiet.”

Cheerilee didn’t seem to acknowledge him, frowning steadily as they moved along.

Mac blinked. “Uh, I can recommend a good hotel, if you’d rather.”

Cheerilee took note of him then, shaking her head as if to clear it. “Hm? Oh, no, it’s not that. The farm sounds perfect, actually. I was just… noticing something.”

Mac waited expectantly for her to go on. They had reached the exit now, and he held the door open as they trotted out into the afternoon sun.

Cheerilee took one last glance back at the building as they crossed to the gate. “Shouldn’t there have been at least some ponies working here? I mean, I know most ponies are too lovesick to care much about their jobs right now, but wouldn’t the plant’s machinery and systems have problems if everypony walked off the job?”

Mac thought about it for a second before nodding slowly. “Eeyup.”

Cheerilee shook her head, tearing her gaze from the seemingly empty plant. “Let’s just get to the farm. We can figure out things from there.”

Back in town they stopped to get Cheerilee’s car and Mac led her down the road and back to his place. Sweet Apple Acres looked remarkably similar to how it had so many years ago. Rows upon rows of bright green apple trees extended in vast orchards as far as the eye could see, dotted with a multitude of bright red pinpoints. The apples looked much the same as they always had, despite being years after genetic engineering had become commonplace. The Apple Family had never needed any of that to produce the best fruit.

They pulled into the driveway, passing beneath the wooden gateway with the name of the orchard on it. The farmhouse looked much the same, although updated with a modern roof and siding. Mac stopped his truck outside.

Cheerilee stepped out of her car and looked around slowly. Memories of visits, cider, and time spent with old, old friends came back to her in a wave. Mac stood quietly and gave her time to sort through them all.

For several minutes she slowly turned to take in her surroundings, processing the vast nostalgia the Acres brought her before Mac’s voice finally shook her out of her reverie.

“Cheerilee?”

The sudden conversation startled her, though the only evidence was her eyes suddenly flicking to Big Mac. She had almost forgotten his presence.

“Hm? Oh, yes, let’s go inside.” Cheerilee schooled herself to professionalism once more and turned to unload her water testing equipment from trunk of her car. Mac moved forward to collect the things for her, but she had already picked it up with her forehooves and started towards the house on two legs.

Mac blinked slowly as he observed her strange walk. “Uh…“

Cheerilee got to the house and turned. She gave him a smile. “Aren’t you going to open the door for me?”

Mac quickly rushed forward to correct his faux pas “Sorry. Bein’ out here alone for so long I musta forgot my manners.”

Setting the water samples and testing supplies down on the kitchen table, Cheerilee looked around the interior of the house. She had rarely ventured inside before, but it looked relatively unchanged. Everything was clean and simple.

She noticed Mac still looking at her oddly. Quickly realizing what was making him stare, Cheerilee sheepishly dropped back to four hooves. “Sorry. I realize that must look unnatural.”

“Looks like it might hurt. How do you even balance like that?” He tilted his head to one side inquisitively.

“I’ve gotten used to it.” Cheerilee shrugged.

“Doin’ what?”

“It’s better for combat effectiveness,” she answered before thinking.

Mac’s eyebrows went up. Cheerilee looked away, forcing blood to her face as an obvious sign of embarrassment and hoped Mac wouldn’t inquire any further.

Thankfully, he didn’t, instead nodding simply with his usual stoic expression. “So how ‘bout we get started figuring out what’s causin’ all this.”

Cheerilee let out a relieved breath. “Yes, let’s.”

She began setting up the tests. The next several minutes passed in silence while Mac pretended to follow what she was doing. It was apparent that this was much more advanced than the basic chemistry she used to teach.

Finally, Cheerilee stood up from her work and smiled. “That’s it.”

“It is?” Mac blurted, quickly amending, “Uh... I mean, yep. Seems about right to me.”

She smiled but didn’t call him on the obvious bluff. Mac was not very good at lying. “We’ll have to let these tubes sit for a while. When the tests are finished they should tell us what’s in the water.”

“How long will that take?”

“Ten or fifteen minutes, maybe.” She set a small timer to remind her to check the progress.

Mac pulled a chair out from the table and offered it to Cheerilee. She sat graciously and Mac settled down next to her.

“So…” Mac trailed off, tapping his forehooves against the table in a made-up rhythm. He seemed to be looking everywhere but at Cheerilee before he finally continued, “A vampire? That’s gotta be… interesting.”

Awkward silence settled over the par for a few more moments. Mac’s hooves ceased in their motion, and he finally looked Cheerilee in the eye.

She sighed. “That’s certainly one word to describe it, yes.”

“Care to, uh… elaborate?”

Cheerilee gave the test tubes on the table a sidelong glance. They weren’t going anywhere, and she wasn’t about to allow them out of her sight for even a moment. It had been so long since she had met somepony who she could talk frankly with about her nature, a side effect of her extremely secretive line of work. She had come to embrace the secrecy, but couldn’t deny a certain novel freedom surrounding open discussion of the subject. Besides, it would definitely beat sitting in total silence.

“What would you like to know?”

Mac frowned. “I don’t really know where to start. Maybe… you said you were sent here to solve the problem? Is bein’ a vampire all about secret agent stuff?”

Cheerilee laughed politely and shook her head. “It’s nothing like the movies, if that’s what you’re asking. Nothing is ever simple or clean.”

Her tone had turned down at the last sentence and Mac noticed. He leaned closer while Cheerilee continued speaking.

“My occupation - not a secret agent, by the way - didn’t come with the vampirism. It came later. I guess it was just… the most fitting career option at that point. I had to do something. Teaching school all day and then going home and just sitting there doing nothing seemed like a terrible waste.”

“So you’re actually more like a superhero,” Mac suggested, his tone light.

“I don’t think that’s a fair comparison,” Cheerilee replied, her voice not matching his level of levity. Though she had to agree the moniker beat ‘monster hunting assassin’ by a long shot. “I don’t do what I do in public, not even with a mask. Nopony can know about me. I still teach school for a cover, so I can at least look like a regular member of society.”

She sighed. “I know what I do behind the scenes is what’s best for Equestria, but that doesn’t mean I always like it. Sometimes it gets very… dark.” Her voice became quiet, making Mac strain to hear. “There’s a side of this world that ponies don’t know about… and there’s a very good reason it’s kept that way.”

Mac shifted slightly. “I understand if you can’t talk about it.”

Cheerilee didn’t want to talk about it, and quickly accepted that excuse, nodding.

Mac went on. “So what do you do for fun?”

“Oh, I don’t really have many hobbies.” Cheerilee struggled to find something that made her sound less dull. “I enjoy nature.”

Ears perking, Mac smiled. “A fan of the great outdoors? I can relate.” He sighed almost wistfully. “Nothing better than spendin’ a day or two away from all the hustle and bustle, am I right?”

“Mhmm,” Cheerilee agreed. “Is the Everfree Forest still there? They haven’t cut it down to make room for the city, have they?”

“Eeyup, it’s still standing. I go there about once a month.” Mac’s expression changed slightly. Cheerilee caught the subtle undertone.

“Is it difficult to find a place to... change?” she asked, adopting a careful tone.

Mac sighed. “I’ve never hurt anypony and I don’t intend to start. Only way to keep things that way is to get as far from town as possible on the full moon.”

“I… I can understand what you mean,” Cheerilee muttered, gulping audibly. Mac shot her a questioning look. “About not wanting to hurt ponies, I mean. I was like that at first. For a long time, actually, I struggled to keep certain… urges in check.”

“I’m just lucky that I never remember the things I did on the full moon,” Mac murmured quietly. “I still never get used to waking up covered in blood and fur.”

Cheerilee nodded. “It’s just that I know exactly what you mean. It's certainly not something that you want to get comfortable with…” Her voice dropped to just over a whisper. “Trust me.”

Mac looked eager to change the subject, and Cheerilee couldn’t blame him. He paused for a moment and hesitantly asked, “So can you, uh, can you turn into a bat or anythin’?”

The reaction was quick, and exactly what he’d expected. Cheerilee stared at him for several seconds before bursting into riotous laughter. Mac joined in, and the gloomy mood was soon entirely dispelled.

It was perhaps the best laugh Mac had experienced in years. His eyes were screwed shut with mirth. When he opened them, however, the first thing he saw were the fangs in Cheerilee’s mouth, fully displayed on her laughing face.

“Whoa nelly! Where’d those come from?” he blurted out.

Cheerilee looked confused for a moment, until her tongue ran across her now-exposed fangs and she realized what Mac was talking about. “I don’t know what you were expecting,” said Cheerilee, carefully sliding her lips closed. “This isn’t a costume.”

“I suppose,” Mac said, calming down. “I have some m’self when I’m a wolf.”

Cheerilee raised an eyebrow. “I thought you didn’t remember when you were changed.”

“That’s just at the full moon. I can turn anytime.” He shrugged. “Comes in handy once in a great while. Tracking the animals when they get out of their pens, stuff like that.”

“So you have to change in order to use your extra abilities, then?” Cheerilee asked.

“Well, I’m still stronger than any normal pony.” Mac fidgeted, clearly uncomfortable with what he considered bragging, but at a gesture from Cheerilee he continued, “I don’t get old, which you obviously already knew. A little faster, a little better senses, though like I said those both get way better when I change.” He held up a hoof. “And claws.”

“It must be very strange adapting to a whole new body type,” Cheerilee observed.

“Paws are different,” Mac admitted. “Most of it just comes naturally, though. It’s hard to explain. I can’t rightly describe how it feels to be a wolf when I ain’t one, but when I change it’s just… right. It all clicks, and movin’ around’s no harder that if I’d been born that way.” He grinned. “Maybe if you could turn into a bat, you’d understand.”

“The only way I can fly is if I jump really high,” Cheerilee retorted. She gave him a challenging smile. “I’ve been practicing over the years, and getting to the third floor from a standing start is no sweat.” She gave her impressive leg muscles a slight flex to emphasize her point.

Mac blinked slowly, before shaking his head. “Okay, fine, no more bat jokes.” He grinned and set both heavy forehooves on the table, leaning forward with a smirk. “But I’ve been buckin’ apples for two hundred years. I can break a tree with one hoof. I reckon I might have you beat on strength.”

Cheerilee thought for a moment. “I once broke a tree with my body. A minotaur on steroids hit me so hard that I flew through it.”

“I, uh… I can be gentle, too. I broke a lock one time with my hooves and didn’t even hurt the gate it was attached to.”

Cheerilee laughed. “I was there, Mac. That was earlier today. It was a very nice piece of work, though, I’ll admit.”

“Okay, so I don’t have as many impressive stories as you, but I know one way of settling this.”

“What’s that?” Cheerilee asked. “Also, what are we settling?”

“Hoof wrassle? S’the only way to know who’s really strongest.”

Cheerilee grinned with amusement, not bothering to conceal her fangs. “This reminds me of when we both were attending Ponyville Elementary, before I started working there and before your sisters were born. That’s one thing I’ve always appreciated about you, Mac. You’ve never changed.”

She knew him well enough to know that Mac was a usually quiet stallion, but among his good friends he loosened up a little. Mac placed his foreleg on the table. Cheerilee kept smiling and matched the gesture. They touched fetlocks, getting into position.

Just then, the timer Cheerilee had set went off. She disengaged from Mac. “Sorry, but I should check the tests. Anyway, if you’re really as strong as you think you are, we’d probably break the table.”

Mac huffed, crossing his forelegs theatrically. “You knew you’d lose.”

Cheerilee responded by sticking her tongue out at him before focusing on the test results. “Do you remember when your sister and her friends tried to hook us up on a date all those years ago? From what I can see, the contaminant in the water seems to be similar to the love poison they gave us. This seems to be a watered-down version, luckily, but the effect is basically the same without, y’know...”

“Complete insanity?” Mac suggested.

“Yeah, that.” Cheerilee frowned. “There are some other substances in this that I don’t have the capability to test for, but at least we know what the majority consists of.”

“All right, so we know what it is.” Mac nodded resolutely, but a confused look quickly replaced his determination. “Uh, what do we do now?”

“I send these results to Luna. Hopefully she’ll be able to figure out a little more about who, or what, is doing this, and why.” Cheerilee took out a small mirror and spoke to it. “Princess?”

A few seconds passed and the image of Cheerilee’s face vanished from the silvery surface, replaced by the Princess of the Night. “Hello Cheerilee. What news do you have?”

“Princess, I’ve discovered the problem. The town’s water supply has been contaminated by love poison.”

Luna frowned. “I will take it into consideration and get back to you when I have more information.”

“Understood.” Cheerilee nodded, and a few seconds later the princess disappeared from the mirror.

Mac waited until Cheerilee had sat back down at the table before speaking. “That’s a magic mirror,” he stated simply.

“Huh?” Cheerilee tilted her head to one side. “Oh, yeah, the Princess gave it to me.”

There was silence for a moment. Mac continued, “And you work for Princess Luna.”

“That’s right.”

Mac could have asked more questions, but really, where would he go from there? The two of them sat twiddling their hooves for several moments, unsure of just how long the Princess would take to reply. Eventually, Cheerilee broke the silence.

“So…” She grinned confidently. “Hoof wrassle?”

Chapter 4

There were not many things that could match Cheerilee for power. At least, not that she had met. The few things she’d seen that could had been overcome through her use of skill and wits. Facing off with Big Macintosh, however, was a contest of pure strength.

They each sat and reached across the corner of the table, once more locking hooves. The touch was light, each daring the other to begin. Cheerilee increased the pressure slightly and Mac matched her.

As if on some unseen signal, both ponies threw their full effort into the game. Neither of them moved a single inch, their grips staying locked in the center of the table, but the tension in the room skyrocketed as they both pushed their muscles to the limit. Cheerilee and Mac both hid the strain well, keeping their faces neutral and their breathing even. If somepony were to have looked in from outside, the two of them would have appeared to simply be holding hooves. The dents forming in the wooden table beneath their silent struggle would have been a dead giveaway, though.

Cheerilee could feel the force behind Mac’s grip and her eyes gleamed, challenging him for more. He handily supplied it, the table groaning from the strain. Cheerilee ignored it, giving her all. They seemed to be evenly matched, until Mac suddenly smirked. Cheerilee’s eyes widened slightly, breaking her stoic facade, as Mac heaved in a deep breath, leaned forward slightly, and with one gargantuan push—

A crack cut through the air as the wood of the table splintered and snapped. Mac fell forward with the sudden release of pressure, although Cheerilee caught him easily. She smiled at the reversed positions, their faces inches apart.

Cheerilee chuckled lightly. Mac smiled back. And kissed her.

The fact that her finely trained instincts did not lead Cheerilee immediately push Mac away told her something. That didn’t mean she wasn’t surprised. The two of them had been friends since foalhood. Regardless of the love poison incident, they did genuinely like each other. But what about something more than that?

Mac suddenly drew back. “Uh, I’m sorry. I hope that stuff in the town water didn’t get to me.”

Cheerilee paused. She had equipment to test Mac for the poison, but when she looked into his eyes, she knew instantly she didn't need to. What she saw there wasn't the dazed stupor the rest of the town gazed at each other with. His gaze, though similar to the stricken look of the lovesick ponies, had one detail that was different, the most important detail: it was real.

She smiled. “I think you’re fine.”

He seemed to gain some confidence and moved forward again. Cheerilee met him halfway. Thoughts about the dangers of their respective biologies fought their way to the surface of her mind, but Cheerilee tried to suppress them. Her saliva was a toxin and Mac’s own might be just as bad. She could simply keep her mouth closed, however. Her self control was good enough for that.

As they continued to kiss, however, Cheerilee began to wonder. Her mind was beginning to slip towards emotion, and she couldn’t bring herself to care about anything but the stallion in front of her.

Mac’s hooves reached up to touch her. Cheerilee responded in kind, letting her instincts guide her. She had nothing else to go on, no experience with love. That didn’t mean she was completely clueless. If her heart still beat of its own volition, it would have been hammering.

The two of them separated for a moment. Cheerilee used the pause to check her thoughts and make sure she really wanted to do this. She did.

Mac glanced towards a darkened hallway. Cheerilee started to rise and the two of them left the kitchen. They could barely keep their hooves off each other long enough to stumble down the hall, both of them giggling like a couple of teenagers. The nearby bedroom was clean and the bed large enough for two. Despite the fact that they were both hundreds of years old, Cheerilee got the impression that Mac was as inexperienced as she was.

Upon reaching the bed, they paused in their awkward groping and kissing in a moment of realization. Their gazes met, and Mac tilted his head.

“So… do you, uh…?”

Cheerilee was once again thankful that she was incapable of involuntary blushing. “I… I think I just… yes.”

She clambered up onto the mattress and tried to get comfortable. Mac tried to climb up after her, but couldn’t find the room for his large frame. “Could you move over?”

Cheerilee nodded sheepishly. “Uh huh. Just…” she shuffled to the side. “Gimme a sec.” She reached out one leg for balance, unfortunately missing the end table she had aimed for and rolling into a heap on the floor.

She was not usually so clumsy. Something was clearly affecting her judgement. Cheerilee jumped up with an awkward, too-wide grin on her face. “I’m sorry, you probably think I’m a klutz.”

“Can’t blame you,” Mac said. “I’m not feeling so smooth myself.” He gestured to the spot beside him on the bed.

Cheerilee joined him. Lying side by side, it was difficult to figure out whose hooves would go under where. They eventually settled for each tucking their legs tight against each other and that solved most of the problem, uncomfortable as it was.

Still their close proximity helped to revive the mostly-dead mood. The kissing resumed, and Cheerilee even began to forget the awkward start.

For a few minutes they simply kissed, pressing close as all thoughts of love poisons and investigations were temporarily forgotten. Neither of them quite knew what they were doing, but there were no complaints. Cheerilee couldn’t remember ever feeling this way before, but she knew things were only just getting started.

Mac leaned into her a little harder and Cheerilee took the hint, rolling onto her back. He slowly moved on top of her, imposing yet gentle. Things began to heat up, and would have continued to do so, until—

They both reacted as a high-pitched sound carried through the house. Cheerilee jerked her head up at the sudden noise, accidentally headbutting Mac in the mouth, knocking him clear off the bed and to the floor. He lay there on his back, blinking stars from his vision, while Cheerilee climbed off the bed in a panic.

“Sorry!” she blurted. “It’s the Princess calling…” She helped him up and then ducked out of the bedroom and down the hall.

Luna seemed too agitated to notice anything Cheerilee might have been up to prior to answering. The fact that she wasn’t ribbing Cheerilee about her disheveled state was an omen that much more important things were afoot. “Cheerilee, we have discovered an operations center where we believe the love poison originated.”

“Who’s behind it?” Cheerilee asked.

“There is no solid evidence yet, but we were able to track the poison back to its source. I believe in your ability to get to the bottom of things,” Luna replied. She gave Cheerilee the address in town where the love poison had been brewed.

Cheerilee put down the mirror as Mac came into the room. “I have to go.”

“Now?” he asked, rubbing his sore head and looking somewhat disappointed.

Cheerilee hesitated. “I’m so sorry.”

Mac nodded. “I understand.”

“No, really. I didn’t mean for this to happen. I really want to be with you, Mac, and I…” Cheerilee struggled for words. She couldn’t find a way to express everything she was feeling. Also, there was a pressing job to do.

Cheerilee gave Mac a sorrowful look and then turned, running from the house.

Throwing open the door of her car, Cheerilee twisted the key and got the car moving as soon as the engine had started. Reversing away from the house, she spun the nose around and took off, passing back underneath the wooden archway and merging onto the road.

Her hoof was flat on the accelerator, and this time Cheerilee wasn’t holding any speed in reserve. The car shot into town, going through a few red lights. It was lucky that there was little traffic, with everypony spending the day with their lovers.

Cheerilee swung the wheel over and the car skidded around a corner, the tires smoking. She tapped the brakes and brought the vehicle to a halt beside the curb near the building where Luna had told her the love poison lab was located.

Not bothering to shut off the engine, Cheerilee piled out of the car and made for the nearest door. The building itself was unassuming, looking like any other generic commercial location, but the door told another story. It was metal, with high strength locks and protected hardware. The hinges were on the inside, and the frame was set solidly. It was enough to keep out a police force for at least a few hours, or a military squad for a few minutes. That was still more time than Cheerilee could afford.

Cheerilee slammed one hoof into the door and it ripped from its place in the wall, bringing small chunks of concrete and brick down with it. Anypony within earshot would have thought an explosion had gone off. She stalked into the building, taking in the half-dozen surprised ponies within with a quick, calculating glance. None of them looked like fighters, but Cheerilee recognized the stallion she’d spotted at the water plant among them.

“Who are you?” she demanded.

None of them spoke, still staring with shock.

Cheerilee gritted her teeth. “I had to give up a date with the most wonderful stallion in the world to come here. I’m in a terrible mood right now, and if you don’t start talking I’m going to be very angry.”

A couple of the building’s occupants looked at the wrecked door incredulously, clearly wondering what Cheerilee might do if she was angry at them. However, instead of giving up, every single one of them flashed with green fire, their bodies changing to revealing their true identities.

Cheerilee was surprised, but only slightly. It figured that Changelings would infect an entire town with love sickness. More love for them. However, it troubled her that there were so few in this building. Changelings came in large groups. The rest of them had to be somewhere else.

However, before she could ask where, the Changelings in front of her charged. It was a terrible mistake on their part. The closest one leapt at her, fangs bared. It was fast, faster than a pony, but clearly nothing more that a simple Changeling drone. Cheerilee hopped to one side, easily avoiding its straight lunge.

The problem with Changelings, however, was that they never fought alone. The hive mind instincts allowed them to work as a unit and cooperate against a single foe. Before Cheerilee was finished evading the first one, the other five were already surrounding her. They weren’t going to give an inch, and at least one of them would always be in position to attack or defend.

One of the overgrown bugs nipped at her back hooves and Cheerilee spun. That opened her up to an attack from another direction. Working together, the Changelings began a strategy to wear her down.

Cheerilee snarled, knowing that this wasn’t going to be a simple brawl of a fight. She couldn’t afford to drag it out, either. Fortunately, she had contingencies for dealing with seemingly insurmountable odds.

The next Changeling to come flying at her was in for a rude surprise. Cheerilee reared up on her hind legs and caught it around the neck, its teeth scratching her foreleg. Pirouetting, she put as much force as she could muster into a body slam against the floor. The concrete cracked, almost as loudly as the Changeling’s exoskeleton.

Green blood and ichor splashed the room. The other Changelings never paused, not even flinching at their comrade's quick demise, instead trying to find any advantage they could while Cheerilee was momentarily distracted. However, first blood had been drawn, and Cheerilee wasn’t going to stop there.

Changeling blood did not taste completely right, like a mammal’s blood would. However, Cheerilee did not pause to wipe her mouth. She bared her fangs and caught the next attacking Changeling by the throat. It took a moment to find purchase on the tough chiten, but her jaws crushed through it and nearly severed the Changeling’s head.

The body thudded to the floor as Cheerilee turned to face her other four attackers. They were more careful now, and circled for a moment to find her weak points, if she had any. Cheerilee kept them under careful watch, casually kicking one of the limp bodies aside and leaving a trail of blood across the floor.

The next Changeling to charge forward Cheerilee met with a slap to the face so hard that it went skidding away across the room, lubricated by the bloody floor. Cheerilee allowed herself a smirk as the Changeling impacted the far wall with a wet, fatal crunch. Just as she’d planned. There was probably nopony on the planet who knew the properties of blood better than her. It was the experience that came with being a centuries-old vampire.

Half of her opponents were down. Cheerilee grinned. It was time to go on the offensive. The remaining three Changelings were still spread out in an attempt to encircle her, waiting for their chance to strike, but she never gave it to them.

The first lost its head with a powerful buck from Cheerilee’s hind legs. Before the decapitated corpse had even hit the floor, the second rushed forward and met her thrusting forehoof square in the face with a sickening crunch. Cheerilee shook the smashed cranium off her hoof and leaped for the last Changeling. They tumbled briefly, and she came out on top, quickly pinning all four of the creature’s legs to the floor with her own.

“You’ll never defeat us,” the Changeling wheezed in its insectoid voice, feebly struggling to free itself. “You are but one pony.”

“Who just killed six Changelings,” Cheerilee pointed out.

The drone may not have been very smart, but Cheerilee saw its eyes darting around to found the bodies of its fellows One, two, three, four, five…

It exhaled a long breath, before staring Cheerilee in the eyes defiantly. “For each of our lives, the queen will make you beg for your own a thousand times over before she ends you.”

“Let me know where I can find her, and she can take her best shot.”

“You won’t need to, bloodsucker.” The Changeling spat the last word like it was an insult. “Soon enough, she will find you.”

Cheerilee smirked, her bloodied fangs glinting dangerously in the dim light of the room. “It’s a date.”

The first Changeling had mildly bitten Cheerilee. She glanced at the injury and forced a little blood out of it. It slipped past the Changeling’s lips. Her captive tried to spit it out, but she held its jaw closed.

Cheerilee bent forward to stare into its eyes. Her captive knew something was happening, apparently feeling something strange about the liquid that had just been forced down its throat. And then Cheerilee forced her blood out through its eyes and the rest of the face.

Head shattered outward from the inside, the lifeless body fell limp. Cheerilee’s blood obediently retreated back inside her body and sealed up the wounds behind it.

She got up and headed for the door, wiping green blood off of her lavender coat as she hurried out. Mac would be so worried about her.

Chapter 5

Cheerilee might have been in a hurry as she exited the building, but she didn’t fail to notice that the residents of Ponyville had started to act a little strange. Or rather, stranger. Not only weren’t they interested in the scene she’d just caused, but they had all turned to face the same direction and begun to walk slowly, as if in a trance.

Pausing for just a moment to take stock of the situation, Cheerilee quickly realized which direction they were all heading: towards the water plant. They shambled down the street at a snail’s pace, ignoring the world around them in favour of some unknown single-minded goal. Even the prevalent lovesickness that had been Cheerilee’s whole reason for coming to town had apparently been forgotten.

She wasn’t sure exactly what was compelling the ponies to drop what they were doing and head to the water plant, but Cheerilee knew for a fact that it couldn’t mean anything good. The water plant meant that it was part of the Changelings’ plot somehow, and that meant bad, bad things for everypony involved.

The street was too crowded for driving, but the water plant wasn’t very far away. Cheerilee hopped to the roof of her car and from there to the top of the nearby building. Her forceful leap had probably left some prominent, hoof-shaped dents on the expensive car, but that was certainly not important now.

On the rooftop, Cheerilee took off sprinting, clearing the street in a long jump and continuing on. There was no traffic up here and nopony to see her. Apparently whatever mind control was affecting the town wasn’t complex enough to have the pegasi use their wings. Everypony simply shuffled incessantly forward like a horde of zombified penguins.

Cheerilee shook her head. This was no time for terrible similes.

She cleared the last roof and hit the ground, still running. The fence surrounding the water plant was right in front of her, and she had left the mob of stupefied ponies a good distance behind. There was still time to prevent them from ever reaching the plant.

A horn honked suddenly from somewhere off to Cheerilee’s right. She cast a glance that way without slowing her sprint in the slightest to see Big Macintosh arriving in his truck from down a side street. She glanced at him in surprise, but didn’t stop her charge towards the chain link fence.

Mac reached the gate slightly ahead of Cheerilee in his truck, and was just climbing out of the cab as she skidded to a stop next to him.

“Mac! What are you doing here?!” She demanded of him, not even a little out of breath from her extended sprint.

He shot her an incredulous look. “Well I figured you might get into a little trouble going to investigate all alone, so I followed you.”

“I can handle myself! I’m trained for this sort of— wait,” she cut off abruptly, blinking several times before continuing. “If you were following me since I left the farm, how did you just now arrive?”

Mac snorted. “Just ‘cause you drive like a madmare is all. Some ponies like to obey the rules of the road and drive at a safe and reasonable pace, thank you very much.”

Cheerilee groaned. “Yeah, that might be a little bit of a problem if we weren’t both superpowered!”

“Hey, just ‘cause the rules don’t quite apply to us ain’t no reason not to follow them.”

“I think that this situation more than warrants—” Cheerilee was cut off as the sound of hundreds of approaching hooves suddenly reached her ears. She looked back down the road to see that the horde was on the final stretch towards the water plant.

“Oh, right,” Cheerilee muttered. She turned back to Mac and said, “We need to stop them from getting inside the plant.” She paused to kick open the gate, easy enough considering the lock had already been smashed to bits. “Bring your truck inside the fence, but be careful not to damage it any more than it already is.”

“Oh, so now you want me to drive carefully!” Mac remarked jokingly as he climbed back into the cab and lit the ignition.

“For Luna’s sake, Mac! Time and place!” Cheerilee shouted as she rushed inside the fenced off area. She pushed the gate closed just as Mac’s truck was inside, before grabbing the two sides of the broken lock in her dextrous forehooves and twisting them together in an improvised knot of metal. For good measure, Mac backed his heavy pickup against the gate and put it in park. Since the gate opened in, the multi-ton truck would serve better than any average lock anyway.

Mac got out of his truck once more and went to stand next to Cheerilee just as the encroaching mob reached the gate. They pushed and pressed their bodies against the gate and fence, but to no avail. The entrance stood firmly closed and Mac’s truck didn’t shift an inch, eliciting a smirk of satisfaction from the stallion.

They observed the fruitless efforts of the townsponies for a few moments, before Mac turned to Cheerilee and said, “So, why’s everypony in town suddenly a zombie?”

Cheerilee rubbed a forehoof against her forehead. “Don’t say that word.”

Mac blinked. “What word?”

“The… ‘Z’ word. Don’t say it.”

“Well, why not?” Mac asked innocently.

“Because it’s ridiculous! They’re not even undead!” Cheerilee exclaimed. “Trust me, I know a thing or two about the subject!”

Unfortunately, the horde of ponies at the fence chose that exact moment to begin voicing their frustration. Loud moans and hissing echoed across the pavement like something out of a horror movie. Mac didn’t even need to say anything, simply raising an eyebrow at Cheerilee.

Cheerilee raised a single forehoof to point at Mac. “They’re not. Don’t look at me like that.” Her forehoof wavered slightly as a particularly loud growl emitted from the gathered horde.

“Watch,” Cheerilee said, and marched over to the gate. Mac observed in barely contained amusement as Cheerilee stuck her forehoof through one of the links in the fence, exposing it to the crowd. “See? Not zombies. Now will you please stop— Ow! What the hay?!” One of the townsponies had attempted to bite her foreleg. Fortunately, pony teeth were not very sharp, and the action failed to break Cheerilee’s skin. Still, her pride had no such protection.

Big Mac had collapsed to his haunches, lost in an uncontrollable laughing fit as Cheerilee stomped back over to him, grumbling curses under her breath the whole way.

She glanced over her hoof one last time as she reached mac, confirming her lack of injury before saying, “Still not zombies though. Trust me.”

Mac managed to quiet his laughter enough to reply, “All right then, Miss Expert, what’s got everypony acting like… this? Did’ja find out who’s behind the love poison, at least?”

Cheerilee nodded. “I found a group of Changelings.” Mac sobered up slightly at that, and Cheerilee continued, “It makes sense. Fill everypony up with so much love, and you’ve got a feast fit for a queen.”

“All right,” Mac said. “And the zombies?”

“Not zombies,” Cheerilee retorted. “And I think it’s part of the Changelings’ plan. When they were spiking the water, they must have mixed in some sort of Changeling… mind… serum…” She trailed off, her eyes crossing slightly. “Okay, that sounded a lot less silly in my head.”

“Wait,” Mac muttered. “That works. First they fill everypony up with love, then they mind-control ‘em all to one fenced in location at the same time.” He shook his head in disgust. “It’s a regular pony smorgasbord.”

“Yeah!” Cheerilee exclaimed. They had figured it out, and even managed to keep everypony safely out of the plant, free to run away when the Changelings attacked. The day was saved.

Moments later, however, Cheerilee’s satisfied smile faded from her face. “Wait, so we locked them all out to keep them safe from the trap, right?”

Mac nodded. “Eeyup.”

“...Then that means that we’re locked in the trap, doesn’t it?”

There was a long pause, before a much quieter, “Eeyup.”

“Well, well, well, what have we here?” A new, rather gravelly voice made itself known from somewhere above and behind the two ponies. They both turned around in unison as a cacophonous buzzing joined the background noise.

What they found was a veritable sea of Changeling drones and warriors. Countless pairs of glowing blue eyes stared back at them from innumerable shiney black carapaces. Their insectoid winds held them aloft in a massive cloud of death, dwarfing the entirety of the water plant beneath them. At the very front of the army was a Changeling nearly twice as tall as any of the others. She had long, slender legs covered in black-as-night chiten that was riddled with holes. Unlike a regular Changeling, she possessed a long, flowing mane that resembled perforated seaweed more than anything. Her horn was nearly as long as an alicorn’s, but it was sharp as a sword and jagged. Her eyes were not the featureless, multi-faceted blue of the other Changelings, instead possessing slitted, predatory pupils of a luminescent green. The rest of her face wore a smug expression, her mouth curved in a self-assured smile that displayed long and deadly fangs, and the look in her eyes made one thing quite clear: she had already won. It had been decided, checked and mated. The rest was just busy work.

“Ponyfeathers,” Cheerilee muttered, cracking her neck and stretching out her limbs. “This is really gonna hurt.”

Mac glanced at her nervously. “Are we seriously going to fight an entire army of Changelings?”

Cheerilee appreciated how he said we. She nodded in response. Mac smiled at her. “I’d kiss ya for luck, but, well… Changelings.”

Cheerilee nodded in understanding. She wanted to do more, to tell Mac how she felt and how much he meant to her. But it was easy to disregard that and blame it on being in the presence of love-sucking fiends.

They both readied their stances, and prepared to meet the Changeling rush, only for the queen to hold up her hoof suddenly. The army remained motionless as the Changeling leader landed on the grass before Mac and Cheerilee, leaning over them and pressing her height advantage.

“So two little ponies think they can stop my conquest, do they?” Her voice was saccharine, but laced with a dangerous edge. “You think you can stop, I, Queen Maxilla? Well, you’re too late. You see, for weeks, I’ve already had several drones—”

“Hiding in town to do your dirty work,” Cheerilee guessed.

The queen paused, but went on. “I ordered them to hide among the populace! They’ve already—”

“Tainted the water supply with a love poison,” Cheerilee cut her off again.

Maxilla sputtered for a moment. “W-what?”

“Yeah,” Cheerilee stated simply. “We already figured out that part. A while ago, in fact.”

“Oh…” Maxilla mumbled deflating slightly. She quickly brightened up, however, striking a suitably ‘evil’ pose before declaring. “Ah, but you’ve made one fatal error! You failed to account for my master stroke, the ace in the hole of my genius strategy!” The queen cackled maniacally before continuing, “There was another ingredient in the poison! And now the simple little ponies of this town—”

“Are being mind-controlled by you, and ordered to this very plant at this very moment to be assimilated in one fell swoop.” Cheerilee met the queen’s eyes with a deadpan stare, before pointedly gesturing with a forehoof at the townsponies behind her, safely locked outside the fence and unable to assist.

“Wow,” the queen muttered. “How did I miss that?”

Cheerilee sighed. “Look, sweetie, I know you’re not the original Changeling queen. In fact, I was there when we killed her in Canterlot two centuries ago - one of your drones called me a bloodsucker, so you know who, and what, I am. I’ve seen a lot in my time and this whole supervillain thing is kind of tired and cliché. Now, why don’t you be good and leave town while you’ve still got all your appendages?”

Maxilla gritted her teeth in defiance. “No matter! We still have numbers!”

There were still hundreds of Changelings behind the queen, and all of them suddenly shared the same eager grin. Wow, Cheerilee thought. How did I miss that?

Changelings may not have been the toughest foe Cheerilee had faced, but they still thrived on numbers. Cheerilee could perhaps take a few dozen by herself, without any weapons, but their strength in numbers went up exponentially, and now she was facing hundreds. She was suddenly struck with the realization that this was a fight she couldn’t win.

The queen cackled and buzzed into the air, letting her army move forward. Cheerilee and Mac huddled closer together. “What are we gonna do?” he muttered.

“You keep them busy. Let me handle the queen.” Cheerilee spared a glance to look him in the eye, hanging onto his gaze perhaps a moment longer than was tactically wise. Every extra second with him was worth it, though.

There was a buzz in the air, and the Changelings were upon them.

The first few heads Cheerilee busted were easy, but the hivemind of the Changelings quickly led them to change their tactics. They drifted further from her reach, diving and dashing, providing too many targets for her to deal with at once. Their wings put them overhead, where even a superpowered earth pony couldn’t reach.

Cheerilee snarled, her fangs out and ready to taste blood. But there was something she needed to do first. While she may not have been carrying any weapons, that didn’t mean she had only her hooves to do battle with.

Rearing up, she slapped away another glancing Changeling attack and then sunk her teeth into her own forelegs, one after the other, bringing forth a gush of blood from each. Shaking out her limbs, Cheerilee ignored the pain and focused hard. She was very in tune with her body, over the years gaining control practically down to the cellular level. As she concentrated, the rivulets of blood flowing from her forelegs coalesced into long, tentacular whips that extended her reach and lethality.
There were a few tricks Cheerilee had picked up over the centuries, and rarely did this one fail to impress. The first Changeling to pause in surprise, however, was violently torn in half by the slashing, bloody edge.

Half a dozen more drones had fallen before the Changelings could adapt again. Their new tactics were more hesitant and created a bubble of space around Cheerilee. None of them wanted to get close to her. That made it easier to approach the queen.

As Cheerilee waded off through the blood and guts towards her target, Mac faced down the main force of the Changeling army. One drone got the bright idea to bring the stallion to the ground in order for the swarm to easily descend and finish him off. The Changeling sped towards Mac in a flying tackle, murderous intent shining in its glowing, blue eyes… only to impact Mac’s broad chest like a giant car windshield. The bug splatted uselessly against supernaturally strong muscle, and collapsed to the ground in a heap. Mac’s expression remained unchanged.

The sight caused the rest of the Changelings a brief moment of pause before the majority of them buzzed towards him with shrieking battle cries. Only then was the look on Mac’s face altered. He smirked.

The very first Changeling to get within range was met with a freight train of a right forehoof. The drone sailed backwards in several pieces, not slowing the charge of its comrades in the slightest. Then Mac moved with far more speed than any stallion his size had any right to, leaping aside of several diving bugs at once and seamlessly shifting into a rear hooved buck that punched straight through the chests of two adjacent Changelings. He shook their carcasses off in time to hop backwards out of range of another dive bomb. The would-be attacker hit the ground instead of Mac, dazing the Changeling for a moment. In that spare second of an opportunity, Mac quickly snatched it up by its head. A squeeze of his forehooves and a wet crunch, and the drone’s struggles ceased. Mac pivoted quickly and swung the bug’s corpse like a club, knocking an incoming Changeling out of the air and into the hard ground.

The Changelings were beginning to realize what a threat they were facing, and stopped mindlessly throwing themselves at the large stallion. While Mac was distracted by a group of drones flying towards him from the front, another Changeling quickly zipped in from behind and slashed at him. A sharp spike of pain went through him as the Changeling’s fangs drew a bloody line across one of his rear legs. Mac spun around like lightning before the Changeling could fly away and squashed it beneath both forehooves, leaving craters in the soil inches deep. The Changelings that had served as a distraction chose that moment to attack in earnest,but Mac quickly turned to face them. He tackled the one on his left, pinning it to the ground for a split second before headbutting its face into a bloody pulp. He then swerved right and finished off the last couple Changelings coming at him with a few strikes of his hooves.

As he wiped the green blood off his face, Mac noted that the army surrounding him didn’t look very much smaller than it had at the beginning. The cloud of bugs was circling him, preparing for another attack. None of them missed the blood dripping from Mac’s minor wound. They knew they could eventually wear him down, and Mac couldn’t help but realize it too. Only one thought was in his mind as he awaited the next strike: I hope Cheerilee is all right.

Nearby, Cheerilee was holding her own, but not easily. She ducked and weaved, fighting her way through drones as she charged Queen Maxilla. The little Changelings were only a nuisance, but they slowed her down enough that she couldn’t get an easy shot at their leader. It didn’t help that the queen was content to lob spells at her from a distance.

Even as an earth pony, Cheerilee knew a lot about magic, having been on the receiving end of it more times than she could count. She could brace for impact and shrug off some of the effects of the spells, but they were wearing her down. Worse still, she had to keep replacing the blood that whipped about her constantly, impaling and slashing the cannon-fodder drones. They may not have been very tough, but there were hundreds.

Every so often, one of them would get a lucky swipe in with their razor-sharp fangs and separate another one of Cheerilee’s blood whips from her. She had no time to gather up the spilled blood from each destroyed whip, as even a split-second pause in her ruthless attack would open her up to quick defeat. The only solution was to replace each severed weapon with blood from the wounds on her foreleg. Constantly drawing out more of her lifeblood was draining, but she had to keep going. There was only one way to end this.

Perseverance and relentless slaughter of nameless underlings paid off as Cheerilee finally opened a hole in the Changeling army and got her chance at the queen. Jumping forward with a predatory grin, she brought her bloody weapons to bear.

Her attack landed, wrapping both tentacles of blood around Maxilla’s neck. Cheerilee brought her closer, reeling in the Changeling like a struggling fish. She licked her lips as she slowly pulled the queen face to face with her destruction. It was only when her prey’s lips twitched in a small smile that Cheerilee realized how easily the queen had been subdued. Too easily.

Before Cheerilee could toss her away, the queen’s horn glowed suddenly with a vibrant green light, and a similarly colored wave of force blasted out in all directions. The shockwave threw up grass and dust, and completely vaporized the bindings holding the queen: Cheerilee’s only weapons. Cheerilee herself was sent flying due to her close proximity to the blast. She flipped several times through the air before slamming against one wall of the water plant building and sliding to the ground, leaving a smear of blood in her wake.

Maxilla allowed her no respite. “You honestly thought you could stop me?!” the frenzied queen shouted as she lifted Cheerilee in an aura of inescapable magic. She swung the hapless mare through the air like a toy, smashing a stack of heavy crates to splinters with Cheerilee’s body.

“I am a Changeling queen!” she roared as if validating herself, easily tossing Cheerilee against another wall. The mare hit the surface with a sickening crunch, leaving a distressingly large splatter of blood.

Maxilla heaved several gulping breaths, calming slightly, though her voice still came out as an enraged shout. “As a queen, my power is second only to the great alicorns, and after feeding off of this entire town, even they won’t be able to stop me!” The queen ripped several lengths of rebar from the wall Cheerilee had just impacted, shoving her down with magic and holding her body still.

The queen’s next statement came out quiet, eerily calm. “You,” she muttered as the rebar spun menacingly behind her. “You never really stood a chance.”

“Good thing she ain’t alone,” rumbled an ominous voice. Cheerilee lifted her head weakly, blinking blood out of her eyes to see Mac standing behind the queen.

Maxilla turned her head, looking at Mac. Dozens of dead Changelings lay behind him and their blood was smeared on his coat. Her eyes narrowed. “And who are you?”

“That’s my special somepony you’ve got there,” Mac said. If anything, his voice pitched even deeper and more menacing.

The queen’s lips spread in a smile. “Well isn’t that just lovely.”

Maxilla’s voice was sickeningly sweet as she went on. “As much as I’d love to feast on your love for each other, I’m afraid she’s too dangerous to let live,” she gestured to the still-pinned Cheerilee before turning back to Mac and the pile of dead Changelings behind him. “And, quite frankly, you seem rather annoying. Kill him,” she ordered the remaining drones.

Mac lowered his head. He shifted slightly, as if setting a stance. Taking a deep breath, he looked back at Cheerilee and started to change.

She watched, wide-eyed, as Mac’s muzzle stretched and grew more pointed, filling with sharp teeth. His ears sharpened to a triangular shape and the rest of his body turned more angular and lithe. Clawed paws formed in place of hooves and his coat roughened and lengthened into shaggy fur. On top of that, he gained a couple of inches in height and the muscles beneath his skin practically popped with definition.

It was one of the more disturbing things Cheerilee had ever seen, and yet it filled her with a sudden rush of hope. The Changelings, on the other hoof, felt quite a bit differently.

“W-What!?” Maxilla sputtered, nearly dropping Cheerilee in her shock. As Mac lifted his head to glare at the queen with predatory green eyes filled with lethal intent, she shouted, “I said kill him! Kill him, kill him, kill him!”

The queen’s hysteric commands spurred the Changeling army into action, bringing the full might of hundreds of drones down on Mac in a buzzing swarm. The pony-turned wolf howled as he leapt into the fray with a hideous, toothy grin. He tore through Changelings with glee-filled ease, biting them clean in half or just shredding them with his claws. Still, he soon became lost to Cheerilee’s sight in the cloud of blood and writhing drones.

Maxilla spun, grabbing up Cheerilee again with her magic. Her intent was clear, to either use her captive as a bargaining chip or as a shield.

Cheerilee struggled to get free, but in seconds Mac was loose of the swarm, killing several drones and scattering the rest with swipes of his paws and whips of his tail. He skidded to a halt in front of Maxilla, facing her down, his jaws dripping green Changeling blood.

The Changeling queen looked almost impressed, the devious smile on her face treading dangerously close to eagerness. However, in her close proximity to the bug Cheerilee caught a glimpse of the fear masked by her bravado. Maxilla tossed Cheerilee aside dismissively and piled several heavy crates on top of the mare. In her weakened state, Cheerilee had no hope of throwing the crates off herself, and was reduced to a helpless spectator as Maxilla turned to square off with Macintosh.

“Impressive, dog,” she sneered condescendingly. “Unfortunately for you, playtime is over. I’m going to have to put you down.” With that, the queen stood to her full height, twice as tall as an average pony. She spread her insectoid wings, and set her hooves firmly in a fighting stance, her horn crackling and sparking with immense magical power. All in all, it made for an imposing figure.

Mac, too, poised for a fight. His mouthful of sharp teeth snarled and his claws dug into the earth, rooting him to the spot. Whatever else he might have been, earth ponies still drew their power from the soil, and Ponyville was Mac’s home. More importantly than any connection to nature, however, was what - who - he was fighting for.

They faced off, staring each other down. And then it was on. Mac’s paws tore chunks of dirt up and he launched himself at the Changeling queen. She lowered her head and her horn flashed with magic, catching Mac just as he reached her. His considerable momentum carried them both past the point of impact and to the ground in a snarling tumble across the blood-stained ground.

Bolts of green magic flew scorchingly close past Mac’s face and a few of them even connected. He never gave any indication of feeling the attack, however, forcing himself past Maxilla’s defenses. She rolled, trying to get away, to fly, but his grip never slacked. Jaws snatching at anything he could reach, Mac got ahold of one of the gossamer wings that tried desperately to lift the Changeling. He tore it from her body easier than ripping a sheet of paper.

Maxilla shrieked and tried to block Mac, throwing up a hoof to stop his teeth and gouging at his belly with her back legs. He bore the attack without flinching and clamped his maw down on her leg, the exoskeleton collapsing in his grip.

With a jerk of his head, Mac’s teeth cut her leg to a stump. Maxilla screamed, trying desperately to swing her sharp horn for one last ditch effort, but Mac buried her under a flurry of claws and savage bites.

In mere seconds, Maxilla’s futile cries died out completely. The sounds of crunching and snapping reached Cheerilee’s ear for a little longer, almost making her wince in sympathy until she reminded herself just how close to death she’d been at the queen’s hooves moments before.

Mac got up, green blood and guts slowly running down his body. For one brief second, his eyes flashed with uncertainty, teetering on the edge of bloodlust as he gazed over his fresh kill, but he glanced at Cheerilee and brought himself out of it quickly.

Taking a step away from the remains of the Changeling queen, Mac took a moment to compose himself, his body shifting back and losing its lupine features. He spared one last glance at the grisly remains and muttered with a shake of his head, “All bark, no bite.”

He walked over to Cheerilee, moving the debris off and helping her up. She wobbled a little, but was able to stand. Any drones that survived the battle had already left the area with their tails between their legs. Around the compound, the townsponies who had been affected by the Changeling mind control were slowly snapping out of it.

Cheerilee and Mac stood there together. She wiped a bit of enemy blood off his face and murmured, “This is not what I pictured for a first date.”

Mac chuckled, in turn wiping some of Cheerilee’s own blood off of herself. “The places I bring you ain’t nice enough?”

“Oh, the location is fine. Just a little… overcrowded.”

“Well, maybe we can go someplace a little more private next time.” Mac leaned in, ever so slowly closing the gap between them—

“What in the name of all things holy is going on!?”

Mac and Cheerilee both turned at the shout, suddenly remembering the townsponies just outside the chain link fence of the plant. Their gazes shifted from the ponies to the mutilated Changeling corpses splattered all over the area, and back again. Several citizens had apparently already lost their lunch at the horrific battlefield before them. The rest were looking on in an unpleasant mixture of terror confusion, and nausea.

“Right,” Cheerilee said simply, “them.”

“Eeyup.”

“Guess we should, uh, help them out, or something.”

“Eeyup.”

“Okay, let’s do it!” Cheerilee’s bold proclamation would have been more inspiring if she hadn’t wobbled forward for a few steps and fallen flat on her face.

Mac worriedly helped her to her hooves, supporting her with his shoulder as she stood. “You gonna be all right?”

“Yeah, yeah,” Cheerilee muttered, looking only slightly woozy. “I just need a bit of a drink, but that can wait.”

Mac continued supporting her as they made their way together towards the crowd of ponies at the gate. “If you say so.”

Upon reaching the gate, it took several minutes to convince everypony to return to their homes and await the arrival of a crown representative to help with anything they might need. The peeved expressions on a few ponies’ faces seemed to indicate that they would likely be asking a lot from the Princesses by way of compensation, but that was outside of Cheerilee’s purview. She was just glad when the last couple ponies finally pulled themselves together and quietly returned home.

“So what now?” Mac asked.

“Well, there’s a special clean up crew that gets called in. You wouldn’t think that’d be a full time job in Equestria, but it really is. They’ll take care of the bodies, clean everything up, even get rid of the smell. Then all the witnesses need to be talked to—”

Mac held up a hoof, smiling amusedly. “I meant… y’know.” He pointed between himself and Cheerilee.

“Oh…” Suddenly, all thoughts of standard operating procedure seemed vastly unimportant to Cheerilee. She knew her part in what was to come, in regards to the mission. She would talk to the clean up crew, make her after action report to the princess, and even assist in talking to the townsponies if necessary. She’d done it before, but for the first time she had something else to look forward to.

“You know what?” Cheerilee smiled, the blood-soaked mane framing her face providing an odd juxtaposition with her bright expression. “I think they’ll be fine without us.”

She glanced at the position of the sun, indicating at least a few hours left in the day, and pulled Mac closer to nuzzle. “We’ve got Hearts and Hooves Day to celebrate.”

Author's Note

zaponator and I had a good time writing this.

Thank you for reading. This has been a story of the Vampire Cheerilee series.