The Shadow of the Mare

by MagnetBolt

Rating: everyone
Tags: Mare Do Well, Slice of Life, My Little Pony: Friendship is Magic, Changelings, Original Character
Length: 8606

Loop D'Loop is a pegasus with a secret identity, and she intends to keep it that way. But when changelings attack, she has to find a new mask to wear.

Loop D'Loop is a changeling who has tried her best to integrate into the small town of Liveryburg. She has friends, a job, and she's happy. Now more changelings are attacking the town, and she's going to have to find a way to save everyone without revealing that she's the same as the monsters they're afraid of.

Published 2014-02-27 05:10:04 UTC
Last updated 2014-02-27 05:10:04 UTC

The Shadow of the Mare

Shadow of the Mare
by MagnetBolt

Speaking as an experienced changeling, I can tell you shapeshifting has all sorts of uses. The conception that most of us just use it to impersonate your special somepony and steal your love is completely untrue. Most of the time we make our own identities so we don't have to pretend to be somepony we don't know. We can just be ourselves, even if it's behind a mask.

Changelings only impersonate a specific pony when on a mission, and rarely for long. It's just too dangerous – if the pony has any friends or even enemies that know them at all, they'll figure out something's wrong pretty quickly. We're not as good at magic as unicorns. Out flight isn't as swift and sure as a pegasus. We aren't as strong as earth ponies. The majority of us live quiet lives in the background, not making any big waves and trying our best not to distinguish ourselves. Not making a scene is how we keep ourselves safe and fed. All it takes is a few friends and we're well fed on their love without needing to replace anypony.

The only reason a changeling would do something like impersonate a very public official is if they had carefully prepared themselves, or if they were stupid and arrogant. My instincts tell me that what happened in Canterlot was the second. Trying to openly take the city was a bold move in the same way putting your own King in check is bold. It means the game is over.

***

When it all went down, I was in one of the small towns outside of Canterlot, a place called Liveryburg. I was in my usual disguise as a beige pegasus with long violet hair and an abstract cutie mark that was just a bunch of swirls. I'd learned a long time ago not to make my cutie mark too specific or else people would ask why I couldn't grow citrus fruit. I called myself Loop D'Loop. My real name was, well, changelings didn't have real names as such. We had titles and empathic impressions. The closest translation for me would be Rogue Scout With No Intention To Report. Kind of a mouthful. Even I just thought of myself as Loop D'Loop these days.

Just a normal pegasus pony going around and doing her job. This was my fourth attempt at a career. I'd tried the weather patrol, and discovered that changelings weren't strong enough to avoid crashing in a decent storm. I'd tried music, but unless I wanted to torture somepony for information I wouldn't pick up the fiddle again. Beekeeping had gone well until the bees had abandoned their queen and tried to adopt me. So now I was a mailpony, a job I was told was perfectly safe for even the most clumsy or inept pony and well-suited to my lack of skills.

I was getting around town and delivering the mail when I felt a surge of psychic energy.

It was a message from Queen Chrysalis. Not directed at me, but to every changeling. She was the only one who could send a message like that. It froze me in place, a letter in my hoof. The pony I had been handing the letter to frowned and looked at me funny.

“Loop D'Loop? Are you okay?” Tin Roof asked. I laughed and shook my head to clear it.

“Sorry. I just remembered I left a package back at the post office for somepony. I was supposed to deliver it first thing this morning!” I laughed again. “I'm just having one of those days.”

“Are you sure? You look like something spooked you.”

Spooked me? It was just a message from our increasingly-unstable queen. What could possibly be wrong? I laughed again and rubbed my head.

“You might be right. After I finish my rounds for today I'm gonna get some rest. I might be coming down with a cold!” I checked my bag. Only a few pieces of mail left.

“It can probably wait. You need to take care of yourself, Loopy. Remember how we found you?” I remembered very well. Every changeling had to find a way to integrate themselves into a town. My favorite way to go was to pretend to be an injured traveler. In this case, I made some noise and let them think I'd plowed into a tree and had a concussion. The sympathy was more than enough to sustain me until I started making friends. It had also made everpony think I was a clumsy flyer.

“I know, I know,” I sighed. “I promise not to go soaring into any oaks that walk into my flight plan.” I waved to Tin Roof and flew back to my home once I was out of sight, dropping the bags once I got in the door. If anypony asked, I'd just say I started to feel dizzy and needed to rest.

My home in Livreyburg was little more than an elaborate treehouse. It suited me well. No pony expected me to entertain visitors, so I didn't have to make excuses for why I had so little food, and on the rare occasions I needed to change back to my true form I was far enough from anypony else that there wasn't much risk of an eavesdropper.

I started pacing back and forth, thinking. Why had the Queen called us? I hadn't been involved with hive business in a lot time. It wouldn't surprise me if she had some kind of plot that she'd been working on for years. I didn't like her much, but Queen Chrysalis was powerful and cunning in her own way. If I went to Canterlot I might be able to...

Able to what? I had everything I needed here in Liveryburg. I was set for life. I hadn't seen another changeling in years and I didn't need to. I was better-fed than I ever had been, my identity was in no danger, and I didn't have to share.

Perhaps it was because changelings are naturally traitors that the betrayal came so easily. I decided to ignore her message. The Queen wouldn't notice or care about one more changeling in her little horde and I wasn't going to give up a good thing. I'd beg forgiveness later if she decided to come after me.

***

I should probably tell you about my friends. Again, contrary to rumors, changelings aren't heartless creatures. Except literally. We don't have hearts. We sort of have these- you probably don't want to hear about all our glands, sorry.

What I mean is, we're naturally empathic. We can feel what others are feeling. It helps us when we need to feed because we can find ponies who are more easily befriended or otherwise turned into a source of affection and love. It also leads to the hive mind that most ponies associate with my kind. The truth is that, aside from the Queen, this empathy is all we have. We seem to have a hive mind when a lot of us are in once place because we can feel what the other changelings around us want, how they're feeling, if they need help with something. We usually work together in the near-silence that comes with perfect understanding, but from the outside it can look like we're just gears in a machine.

Back to my friends. I had three very close friends in town. Tin Roof was one of them. I had tried to get him interested in me once, but I found out pretty quickly that it wasn't going to work. He was already besotten with one of my other friends, a mare named Kudzu Henge. I admit I was a little jealous of them. Feeding on their friendship while they were in love was a little like what you'd feel if somepony was eating a big juicy hayburger and you only had a few hayfries.

Still, Tin Roof was good with a hammer. I was willing to find more pure love elsewhere if it meant I didn't have to learn how to nail two boards together. He'd helped me put the treehouse up in the first place. He had asked me once why I didn't live in a cloud house like most pegasai. I made up something about preferring to stay closer to the ground – cementing my reputation as an awful flier – but the truth was just that I didn't have the kind of weather-manipulation skills a real pegasus would.

Kudzu Henge was a unicorn with two earth pony parents. I personally think that there's something her mother hasn't told anypony, but her father doesn't seem to think anything strange about it. They grew grapes on a small vineyard at the edge of town, right outside my doorstep. Kudzu had found her talent was magically inducing rapid plant growth, fast enough that she could turn an acorn into an oak in a matter of hours. She was a smart pony and the only one to come close to figuring out that I wasn't quite normal. Thankfully she was also polite enough to stop stalking me after I told her it bothered me.

My final friend is Jetstream. She's a real pegasus, and has, for lack of a better term, decided to take me under her wing and teach me how to fly. I didn't know how to break it to her that I'd never get better than I was. Thankfully she was excitable and even a small amount of progress was enough to make her happy.

***

“That's it, Loopy!” Jetstream yelled from ahead of me, the silver-coated pony easily visible in the sky thanks to her bright red and white mane. “Now try to catch me!” She soared into a cloudbank and vanished from sight. I sighed. It was another one of her flying lessons. Jetstream had made me agree to take them once a week, but in practice I ended up flying with her whenever she thought up something new to show me.

I would have bailed if it wasn't for the fact that her love of flying and excitement at showing off was the best food I was able to get. Instead I flew up, spun around, and leveled out, gaining altitude and changing direction at the cost of speed. Changelings normally did most of their flying in the tight confines of an underground hive, so we were naturally excellent at maneuvering.

Jetsteam poked her head out of the cloud and looked down, searching for me. I tucked my wings in and dove towards her, a smile on my face. She saw me at the last second and jetted away, true to her name. Nopony in town was as quick as she could be for short bursts, even if she couldn't keep it going for long. I hit the cloud and punched right through it like the clumsy idiot I was pretending to be. I deliberately went into a spin as I came out of the other side.

“Aaaa!” I screamed, for effect. I wasn't going very quickly and had plenty of time to catch myself, but I was sure I wouldn't need to. Before I'd even gotten halfway to the ground, Jetstream caught me and helped me level out.

“Loopy what were you thinking?” She sighed. But I could feel how she liked being a hero, and her relief that I was okay. “That could have been really dangerous!”

“Sorry, Jetstream.” I sighed and looked down.

“Next time we'll work on crash procedures.” She smiled. “You'll love it! We just need to find a lake so you don't get hurt when I drop you with your wings tied up.”

“That doesn't sound-”

“You'll love it!” Jetstream said again, louder, which in her mind meant that it was more true. That was about the time we heard the blast and a wave of energy rushed across the land, black figures caught in its grip. Changelings. My eyes went wide, and I was knocked clear out of the sky by the pulse of love energy, thankfully going low and slow enough that I landed in bushes without hurting myself, though the force shattered my disguise.

I groaned and shook my head. It felt strange to be back in my true form. I'd been a pegasus for so long that the mask was more familiar to me than my own face. I quickly put myself back together before anypony saw me and stumbled out of the bushes, acting more disoriented than I was.

“What was that?!” I asked, spinning around dizzily. Jetstream landed next to me.

“I don't know. Are you okay? I know you're not a strong flier but I barely even felt that.”

“I think so,” I said. Something jumped out of the bushes behind Jetstream. “Look out!” I pointed, and the pegasus turned, face to face with a changeling. Another changeling. Without a disguise. Awkward. I could feel it had come looking for me, angry and confused and seeking allies. It looked between me and Jetstream and I felt a whisp of disappointment and a sense of betrayal. I hopped back as Jetstream looked at the changeling in shock.

“What is that thing?” She asked. I grabbed her wing and pulled her with me.

“Let's just get out of here!” I said. She nodded and took to the air. I followed, looking back at the changeling. I let senses I'd allowed to atrophy expand, and I could feel them. A dozen changelings, hurt and angry and hungry, landing all around town. My town. The changeling on the ground hissed as it sensed what I was feeling.

Changelings don't take rejection well, and I had just abandoned it when I was looking for help.

***

“Everypony calm down! We're safe here in town hall!” Major Miner said. He had been elected only a year ago to lead the town after our last mayor retired. The earth pony was a head taller than anypony else in the room and had a reputation for thinking well and deeply. Unfortunately he wasn't the fastest pony on the draw and his reaction to the changeling threat was to lock us all in town hall. To his credit, he'd managed to keep the changelings out. Almost all the changelings out. I was there.

“What about everypony else?” Asked a blue mare. “Anything could be happening to them!”

“I sent Express Delivery to Canterlot at top speed,” Major Miner said. Express was my co-worker and superior. She was also a far better flier than I was and had an unnatural ability to completely ignore weather conditions while she flew. I'd seen her deliver mail in a blizzard without missing a wingbeat. “The Guard will be here soon to take care of these monsters, so all we have to do is hold out for a day or so.”

“An entire day?!” screamed a thin dappled stallion. “We'll starve or get eaten by monsters or both!”

“At least the monsters won't be starving,” I said, deadpan. I heard snickers of laughter around me. The stallion frowned and sat back down.

“We won't starve in one day,” Kudzu said, from where she was sitting next to me, Tin's hoof around her shoulders. “And given the urgency of the situation it might only be a few hours.”

“Exactly,” Miner agreed. “We don't have anything to worry about.”

I wasn't so sure about that. I could feel the changelings outside. They were circling us and getting closer. I wasn't sure what they were planning. They were too far away and not thinking clearly. I knew they needed to feed but I wasn't sure how they'd do that now. If they were smart they would leave and try their luck somewhere the town wasn't in high alert. Or if they were really smart they'd pretend to be the Guards and get the love and credit for defeating themselves. I had a feeling they weren't even bright enough for either of those options.

“So I don't suppose anypony brought a pack of cards?” Tin Roof asked. “It's gonna get boring sitting around here all day.”

“Monsters prowling around and looking for a way to get in and eat us is boring?” Kudzu asked. Tin shrugged.

“Fine, it'll be really boring, then abruptly terrifying and exciting.”

“Ugh. I can't spend all day in here,” Jetstream said. “I say we go out there and run them out of town ourselves!” Some of the other ponies, mostly pegasai, nodded in agreement. I could feel how much they hated the thought of being trapped inside. One of the worst things a pony can do to a pegasus is lock them up in a cell.

“I don't think that's a good idea,” I said. Jetstream frowned at me.

“Look Loopy, I know you're safer here than flying around outside, but-” I held up a hoof, and she paused. I could feel the changelings getting closer. They were being tempted by something. Jetstream raised an eyebrow.

“Did you hear that?” I asked. “I think I heard something moving around outside.” They were very close. I couldn't tell exactly how close but given the strength of the emotions they were giving off they had to be right outside the walls. No, even closer. Inside the room. I looked around, trying to figure out where they were. Had they replaced somepony?

Even closer. I could almost pinpoint them based on their emotions alone. My eyes went wide as I realized they were under the floor. Before I could react, the wooden floor cracked and chitinous hooves grabbed me, dragging me down. Ponies screamed as more changelings erupted from the basement, and a sharp blow to my head sent me into darkness as hooves carried me away.

***

“Ugh...” I moaned as I woke up, my hooves stuck in something sticky. I looked and saw slime pinning me to a tree. Three changelings watched me closely. I was still in my disguise and my head was pounding, but the pain was going away quickly thanks to the fact I was well-fed.

“Why are you here?” Demanded the lead changeling. One of Chrysalis' personal guards by the look of the armor he was wearing. His name translated to something like Respected Bully. Or just Bully for short. “You didn't come to Canterlot when the Queen called.”

“That burst of energy,” I asked. “What was that?”

“I asked you a question. Why did you disobey the Queen?” The guard stepped forwards and touched his horn to my forehead. I gasped as a chill overtook my body as he drained the love I had stored up. My disguise faltered, then vanished in a wave of green fire, leaving me in my true form again. I slumped in the slimy restraints, so weakened that I was barely able to stay conscious.

“You're a jerk,” I said, my vision blurring. Changelings often shared their hoarded love, but taking it from another changeling like that was more than just a little rude.

“And you're a traitor. I don't have to justify anything to you.” He slapped me across the face with his hoof, then turned away to share what he'd stolen from me with the others. I knew it wouldn't be enough to sate the hunger they were feeling.

“You got what you wanted. Leave the ponies alone. This is my territ-” He slapped me again.

“You're just a rogue. You don't get to make demands. Queen Chrysalis could be injured or dead as we speak. We're going to drain this town dry and move on.” I winced at that. Feeding passively on love, like I had been, was perfectly safe for the ponies around me. They were already sending that love into the air and I just absorbed it, the same way a flower doesn't hurt the sun by growing in sunshine. But he was talking about a harvest, binding them in cocoons and taking the emotional energy by force. It could leave ponies in a coma.

“Pathetic,” Bully spat, a glob of green sticking to a fern. “You're trying to think of a way to stop us. I can feel it.”

“I have a good thing going. I don't want you losers messing it up.”

“Well maybe if more of you had come to the Queen's call, we would all have had 'a good thing going!'” He slapped me again and turned to leave. “If you come to your senses and help us drain these pathetic ponies I might allow you to come with us instead of leaving you.” I couldn't do anything as he and the other changelings left.

As soon as they got out of range, I started struggling. I wasn't very strong, but I wasn't held very securely. They knew I didn't have much choice now. Without enough energy to change shape I was stuck looking like, well, like what ponies would consider a monster. The other ponies in town wouldn't even be able to tell us apart. I could either do what he said and at least get one meal out of it or stay weak and get picked up alone and trapped in my true form by the Royal Guard.

I put that decision aside for a moment and focused on getting myself free. I was trapped at an awkward angle. I could spit something to dissolve the green goo, but I could only hit my back legs. It was a start, though. I freed my lower half and pulled against the tree, straining myself so hard my chitin felt like it was going to crack. Then I heard a snap and for a moment I thought I'd broken something.

My right foreleg came away from the tree, still coated in green goo. The bark had pulled away from the tree. After that it was a simple matter to get my other foreleg free. Now I just had to decide what I was going to do with myself. I could wait for the guard to show up, but even if they were less than a day away, the changelings could do a lot of damage. The other changelings. I chided myself for not thinking of myself as one. Maybe they were right and I'd lived too long as a pony.

If I was smart I'd go back, beg forgiveness, and help the other changelings out. We'd get better food than I'd had in years, then we could find the Queen together. I wasn't going to be able to get any love in Liveryburg now. It was either betray my friends and get something to eat, or sulk away and starve off in the woods somewhere.

It just didn't sit right with me, though. I didn't want to betray them. I didn't want to have to hurt anypony. I'd been living a nice quiet life here, and I wanted to keep living that life. I took a deep breath and steadied myself on my weak, shaking legs. I'd have to explain a lot of things to my friends later, but I'd rather fight the jerks than betray the ponies I cared about, even if the jerks were my own race. I wasn't going to get anywhere looking exactly like them, though. I needed a disguise, and I didn't have enough energy for a magical one.

My wings snapped up. I knew exactly what I could use.

***

I flew back to my treehouse and opened the chest I had with all of my clothing in it. I didn't have much, some spare saddlebags, a simple dress in case I had to go to anything formal. And at the bottom of the chest, something I'd bought a few months back for a costume party.

A purple bodysuit to hide my chitin. Navy wraps to hide the holes in my hooves. A mask to cover my fangs., a hat for my crooked horn, and a cape that would conceal my membranous wings. The Mare Do Well costume was almost tailor-made to hide a Changeling.

I looked in the mirror as I put it on. I'd intended to wear it again for the next Nightmare Night, and the irony of a changeling disguising themselves as a pony in a disguise was amusing to me on some level. It wasn't perfect, and if I did much flying somepony would figure out what I was pretty quickly, but it was a lot better than showing up in the middle of town as one of the monsters currently trying to consume everypony.

I just had to hope that I'd be strong enough to do something.

***

Hiding your emotions from other changelings is a skill any of us can learn, though most of us don't bother. It doesn't help us feed and can make us seem aloof or unsociable to others of our kind. As I crept up on the barn in the Henge family vineyard I could feel two changelings inside. I tried to keep a careful lock on my emotions as I buzzed up to the roof and silently let myself in through a hole that Concorde Henge, Kudzu's father, had kept meaning to fix and never got around to.

I kept my wings out for balance as I walked across a bag of fertilizer to look down at the barn's lower level. The Henges were trapped in cocoons, looking out pleadingly at the two changelings who had been left to guard them. One of the changelings tapped Concorde's cocoon with his horn, drawing out a stream of energy and eating it. The other changeling smacked him.

“That's off limits until the Boss gets back.” One said.

The other snorted. “Like he's gonna notice if we skim a little. With what he's gonna do to them he won't care.”

“He'll notice and kick us both to the curb,” the first changeling said. “If it wasn't for him I'd have lost my wing after we hit the woods like that.”

The second changeling sighed. “Fine. I'm just hungry.”

“We all are.”

I took a step towards the edge and the wooden boards under my feet creaked. Both changelings looked up in surprise, and I felt their recognition instantly. The disguise was worthless against them, not that I was wearing it for their benefit.

“You?!” The first asked, confused. Instead of answering, I jumped down, gliding with my wings and bucking him in the jaw. He was almost as weak from hunger as I was, and went down like a sack of pears. The second screeched and jumped at me. I fell onto my back, and he snapped with fangs an inch from my masked face. That small amount of love he'd taken had made him stronger than I was. I fought to get him off me, then used what leverage I had to roll him over and jump away, fluttering my wings.

He growled as he got to his feet. Unfortunately for him, I knew the barn better than he did. I ran over to where the Henges kept their tools and grabbed a sickle they used to cut vines, spinning to throw it as hard as I could. It went high over the changeling and he smirked at the miss. Then the sickle hit my real target, one of the ropes holding ladders and spare boards in a bundle above him. The changeling's smile turned to panic as he was buried in an avalanche of timber.

I walked over to the first changeling and bucked him again for good measure. He had been moving a little too much for my tastes.

Then I set about getting the Henges out of their prison. Thankfully it wasn't nearly as difficult from outside. I found the sickle I'd thrown and used it to cut them free, slicing open the front of the cocoon and letting the slime inside spill out. Both of them were soon coughing out mucus.

“Are you alright?” I asked. My natural voice was rough compared to how I usually spoke, and it sounded strange in my ears.

“We're fine, thanks to you.” Concorde and Cabernet smiled at me. I felt something warm. Their gratitude. I started to feel stronger and better than I had since Bully had drained my love. Still, I couldn't stay here and bask in it. I nodded to them.

“Use some of that rope to tie these two up. Make sure the knots are strong. The guard should be here in a few hours.” I turned and galloped away, heading towards town. That had only been two changelings. There were still ten left, and all of them were better fed and stronger than these.

***

My next prey was lurking in the general store. I could sense him in the basement. I opened the door quietly, and heard the ringing of a bell. That made me wince. I had forgotten that there was a bell above the door. Looking around I quickly buzzed up to the beams in the high ceiling, concealing myself in the shadows.

The changeling ran up the stairs from the basement at almost the same moment I got to the sheltering darkness. He frowned and looked around. I forced myself to keep calm. As long as he didn't look up I'd be fine. Of course if he did, I'd have more changelings at hoof than I knew what to do with. My glands pulsed in my thorax, so loud in the silence that I wondered if he could hear them.

Then, grumbling, he turned around and started back down the stairs. I jumped down, fluttering to land softly behind him, my cape rustling. He turned to look, and saw my hoof as I bucked him down the stairs, the changeling tumbling down them to land in a heap on the dirt floor. I followed quickly and found half a dozen ponies bound there.

As I freed them and felt their words of thanks, I felt my strength growing even more. I was almost back to normal. If I'd wanted to transform back to Loop D'Loop I could manage it easily. But right now, I didn't have the power to waste on a disguise that nopony would see. Like this, I could use magic and fly. Any other shape I took would limit my options, and I was going to need every trick in the book if I was going to overcome this next challenge.

***

The main event. All nine changelings left in town were in Town Hall, and unlike the others they were close enough that once one of them spotted me, all of them would know something was wrong. I'd have surprise for exactly one attack, then they'd swarm all over me.

I hid in the shadows outside of the general store and watched the hall. If I waited for nightfall I'd have a better chance at sneaking inside. Then I felt it, a strange pull inside me. A sensation like seeing your favorite food being cooked, undercut with an emptiness. They'd started draining ponies of their love. I couldn't wait any more.

I ran from cover to cover, keeping low until I got to the hall. I could feel that they hadn't spotted me yet, and I could sense two changelings keeping watch above me on a balcony. I slowly made my way around the building and crawled up the side, getting to the roof above them. So far, dropping down on them had worked well. I jumped, flattening my wings against my side. They never saw me coming. I landed on one lookout's head, sending his jaw down to the balcony floor hard enough to crack the chitin. As the other turned in surprised I bucked him through the railing. He spread his wings at the last second to cushion his landing, so I grabbed his unconscious partner and threw him with my magic. The two ended up as an awkward pile of chitin.

It had been a foolish move, though. Using magic like that was a strain. Unicorns had their own reserves of magic, but we only had our stores of love, and those didn't regenerate on their own. I was weak now, and there were still seven to go. And I could feel that they'd sensed the surprise and pain those two had experienced. I had to hide.

I ran inside, bursting into the Mayor's office. He had a closet in the corner, and I took advantage of it, sliding inside and closing the door quietly just before the door opened and four changelings ran into the room, two of them holding back and the others going for the balcony.

And I was trapped in a closet. Great. I felt like a real genius now. Still, there had to be at least something I could do. Maybe if I snuck away I could get back to the ponies I'd saved and charge back up on their gratitude and love. If they'd have any left for a mare that had to slink back to them as a loser. I felt as helpless as I had in the forest after Bully had drained my love.

Then it hit me. That's what I could do. I just had to pick the right moment. Then I felt another surge of emptiness as a second pony was drained. The moment had been chosen for me. I burst out of the closet and tackled the changeling closest to me, raising my hat to touch his horn with mine. In his surprise he wasn't able to defend his love stores before I drained them dry. He wavered on his feet and I kicked him into a wall.

The other changeling who had been in the room with him hissed and jumped for me. It was the same one I had seen in the forest, and he was still pissed off. I grabbed a hatrack with both hooves and swung as hard as I could, the stolen love making up for what I'd lost being reckless. He hit the wall with a satisfying thwack as I swatted him out of the air, leaving a thin trail of ichor. Maybe I'd hit him a little too hard.

The last two changelings turned and started to fly in from the balcony. I slammed the doors in their faces with my magic, stunning them long enough for me to run to the injured changeling and take what little love he had. It'd mean he'd spend longer healing, but I wasn't all that concerned about him.

Another pony was drained, the air tolling with an empty echo. I was running out of time. The two changelings I'd stunned picked themselves off the balcony and burst inside twice as angry as before. I flew up with my wings buzzing to get altitude on them, then dropped down to try and repeat my trick from before. Unfortunately they weren't careless or unaware, so they got out of the way and I landed between them.

They circled me, then attacked at the same time from opposite sides. I ducked low, feeling the attack coming, but they were coordinated enough not to hit each other. I turned and bucked one, sending him back, but took a punch from the other changeling that sent me reeling. I tripped over the one I had bucked and fell onto my back, the other changeling jumping on top of me.

This time, I was stronger than he was. I forced him away, then rolled us over so I was on top. We struggled for a moment, then a planted a hoof right in the soft spot in his thorax. His eyes bugged out and he gasped in pain, some of his favorite organs now very badly bruised. I let go and he curled up on himself, whimpering.

The changeling I had tripped over got up, shaking his head, and I bucked him again, hitting him into the desk hard enough to make the surface break. He collapsed with the broken desk in a crumple of wood and chitin.

I panted, trying to catch my breath, my lungs fluttering. The adrenaline was making me feel numb, but I knew I was going to be sore in the morning. Of course, with everything that was going on I would be lucky if that was the worst of my concerns. I took a deep breath and held it to steady myself, then, still shaking a little on my hooves, I took what energy the two changelings had been given.

The last three were maintaining their position downstairs. I didn't have time to do anything really clever with the changelings, so I threw them into the cabinet and sealed the doors with green slime of my own, removing my mask to spit the thick gel over the handles and hinges. As I pulled my mask back on I considered what I was going to do. They were clearly waiting and ready for me. And as I felt another surge of psychic trauma, I realized that the choice wasn't in my hooves.

***

I ran out onto the landing that overlooked the main floor of the town hall. Had overlooked it. The floor itself was mostly gone, torn up by the changelings. A cluster of cocooned ponies were trapped in the middle, hanging over a drop to the basement level of the building in a web of slime. I felt my – well, for the sake of using expressions a pony could understand, let's say I felt my stomach twist, with a combination of fear and excitement.

I decided to make this a dramatic entrance. I jumped onto the railing and reared up, letting my wings flip out and send my cape fluttering.

“Get out here, Bully!” I yelled, my voice echoing in the large open space. I heard whispering and felt confusion from the trapped ponies as they saw me. Bully and the last two changelings stepped out of the shadows, standing on top of the hanging cluster of cocoons.

“I should have known,” He muttered. “Only you could be so annoying. I'm going to drain you dry and leave you here with the rest of your pony friends.”

“Since only three of you are left, that's pretty big talk,” I said. “Let these ponies go and I'll allow you to walk away before the guards get here.”

“I don't think so. While you've been tiring yourself out dealing with the others, I've been feeding on these mares and stallions. I'm all charged up and you're probably barely able to stand. I'm actually curious about how you managed to take out so many of the others.” He paused. “But not curious enough to give you time to think of something clever.”

He fired a bolt of concussive force from his horn in a blaze of emerald light, shattering the landing and sending me plunging towards the ground. I caught myself, carefully concealing my wings with my cape, and landed softly on the hard basement floor. The other two changelings followed me, circling me from a few paces away.

Unlike the others, these seemed to be strong instead of half-starved. Bully had been sharing the love he'd torn from the townsponies. They smirked and hissed before spitting strings of mucus at me, trying to trap me. I dodged one, but the other got my foreleg. I struggled, trying to pull away as it dragged me closer.

I saw a bolt of energy coming at me from above and dodged to the side, the changeling grappling me using the moment I was off-balance to pull me off my feet. I slid halfway across the floor towards him. The other changeling spat another lasso of slime, catching the edge of my cape. It started to choke me as he dragged me back. If I used my own saliva to dissolve it, everypony would know I was a changeling. I was trapped.

“You can do it Mare Do Well!” Somepony yelled from above me. The cheer was repeated from somewhere else as the captured ponies watched my fight. I could feel their hope, pouring out and filling me up. With a surge of strength I reared up and whipped the changeling grappling my hoof up, letting him take the brunt of the next blast from Bully. The changeling's wings were shredded and it slammed into the floor as the tether snapped, dissolving.

I pulled away from the other changeling, the edge of my cape tearing where the mucus was holding it, and he fell as the tether suddenly went slack. I charged at him, tackling him with a shoulder then stomping down into the floor, leaving him groaning and unable to move. I quickly took his stored energy, using my hat to hide the transfer of power. He slumped and fell unconscious.

“So that's it!” Bully snapped. “I should have known.”

“Turnabout is fair play!” I yelled, using my concealed wings to help me avoid his next blast, running directly under the mass of cocoons. Now he couldn't hit me without moving. It would buy me a few seconds to think of something.

The love I'd taken from that last changeling was surging in my chest. The drained love was so pure and powerful it felt like a star burning inside me. I was almost giddy with the power, even knowing it had come from tearing it out of the mind of some innocent pony. I felt like I could do anything, like the consequences couldn't touch me.

Bully must have sensed my distraction. He managed to get behind me, and I was suddenly in his telekinetic grip. He threw me across the room into the wall, hard enough that I spat up a wad of ichor as I slid down the stone wall to the floor.

“That hurt,” I admitted, quietly. The townsponies above me cheered me on.

“Get up, Mare Do Well!” A foal yelled, struggling in her cocoon. “I believe in you!”

“Pathetic,” Bully said. “No wonder we failed in Canterlot if most changelings can't even beat a pathetic rogue like you.” He walked calmly towards me. “I'm going to make an example out of you, then when I'm done, I'm going to drain all of these ponies dry and personally deliver your broken body and the love I collect from them to Queen Chrysalis.”

“That's a lot of talk from somepony who's already lost eleven changelings,” I said, standing up and slowly moving my wings. I was making sure that nothing was broken, but to the ponies it probably just looked like my cape was waving in an impossible breeze.

“You're just talk,” he countered, charging at me. I braced myself and ducked low at the last minute, hitting his legs with my shoulder and sending him tumbling over me and into the same patch of wall he'd forced me into. He wasn't nearly as badly hurt, rebounding and back at me in a second. I met his charge with my own, our hooves locking as we grappled.

“Give it up!” I grunted, getting the advantage for a moment. He pushed back, his hooves getting a grip on the ground.

“You're pretty strong for some Rogue who thinks she's Mare Do Well!” He taunted. I grinned under my mask, the power inside me making me feel invincible.

“I am Mare Do Well!” I replied, the glowing of my horn invisible under my hat as I tugged at one of his feet, yanking him off balance and throwing him into the wall, following it with another body slam into the stone surface. His armor rang like a gong as the force of the blow put a dent into it. It wasn't enough to really hurt him, but it left him dizzy and distracted. It was my only chance to end this.

I slipped my hat up and locked horns with him. Immediately I could feel the power inside him and grabbed for it, trying to pull it all into my body. It was like trying to hold onto fire, his will trying to force me out of that center of power within him. Our energy and minds roiled and writhed around each other like snakes trying to strike at each other.

It's difficult to describe a battle of wills between two changelings attempting to feed on each other. It's tempting to use vague metaphors that don't describe much about what it's actually like, when the truth is that it's more like two starving ponies fighting over the food on each other's plates. A flurry of stealing food and slapping the other person's hooves away.

Unlike my opponent, I had something he didn't. His power reserves could only go down, while I was still flooded with the hope and love that were being practically beamed at me from the townsponies. Every second that passed meant I was getting stronger, so while we started out almost equal, the growing will behind me meant that I gained more and more of a lead until finally he lost his grip, the stolen love streaking out of him like shining diamonds. I allowed the energy to escape into the air, the amount too much for me to hold on to, and it quickly made its way back to the ponies it had been stolen from.

Bully collapsed, exhausted. I cracked him across the head with my hoof to put him down for the count, then stood up, walking to the only changeling I hadn't drained yet, the one with shredded wings. The townsponies above me erupted in cheers, relief and joy filtering down to me like rain. I released the love from that broken changeling and watched it fly off to somepony. There was only one spark left of that crystalline, perfect, stolen love. It was within me, filling me with power like I'd never had before. It was so tempting to keep it, to hang on to this one meal that would keep me satisfied and happy for years to come.

But Bully had been right. I was too much like these ponies. I ran up the stairs and jumped from the broken edge where the landing had been to get to the cluster of trapped stallions, mares, and foals. I could feel where the love was dragging me, striving to be reunited with its owner. I walked across the top of the structure and to the pony, still hanging unconscious in her cocoon.

Jetstream. She was the one. The sooner I gave the energy back to her the less my body would digest it, and the sooner the temptation to keep it would be gone. I sighed to myself and slashed the front of the chrysalis with my horn, the pegasus coming free in a wash of thin slime. I knelt down and touched her head with my horn, transferring the energy to her.

Jetstream gasped and woke up as it all fed into her. I quickly fixed my hat to hide my horn.

“Are you alright?” I asked, thankful this time that my voice was so rough. She wouldn't recognize it like this.

“What happened?” She asked, shaking her head to clear the fuzz out of her mind. I could sense her confusion and disorientation.

“The changeling tried to drain the love and emotional energy from your body.” I patted her on the shoulder. “You'll be fine. You're going to feel more emotionally vulnerable for a few days. Don't read any tragic love stories and you'll be fine.”

“How did you know I like to read those?” She asked, confused. Whoops. I think I was the only one who knew about Jet's embarrassing habit of reading soppy tragedies and crying while eating large volumes of chocolate. Instead of answering I pointed to the other ponies.

“Help them get out,” I instructed. She nodded. I jumped down dramatically to the remains of the landing and reared up in another pose. The ponies cheered. I made sure Jet got at least one other pony out, then ran into the Mayor's office and out the window, buzzing through the air and making my escape before anypony could start asking too many questions.

***

“You should have seen her!” Jet said, pacing around the small cafe. “She was so amazing! She was fast and strong and beautiful-” I raised an eyebrow.

“She was wearing a mask,” I pointed out. “And you were unconscious for almost the whole thing from what everypony told me. You're just projecting.”

“I can just tell,” Jet said. “I can feel it inside me, like- like when she saved me, she touched my innermost being.”

I raised an eyebrow at that. “That sounds messy.” She glared, but behind the frustration I could tell that there was something there. She was a mass of confusing emotions that was making her almost impossible to read, even for me – and I was a changeling who knew her personally.

The guards had come only a few hours after I'd saved everypony. Express Delivery had almost killed herself by flying as fast as she did, but luckily for us the Royal Guard had already been on high alert and she hadn't had to explain much except that there were changelings. Of course, thanks to me all they had to do was round them up and throw them in cages. There was the distant possibility that they'd try to rat me out, but even if they did, I had the dual satisfaction of having saved my friends and having kicked Bully's carapace, so it would have been worth it.

“There's just one thing I don't get, Loopy.” Jet said. “Why did they take you all the way back to your treehouse to cocoon you when they had the rest of us in Town Hall?”

“Who knows?” I shrugged. “I think the one that took me was just saving me for a snack for later.” After leaving Town Hall I had flown back home, then I hid my costume and trapped myself in green slime and waited to be rescued. It wasn't a perfect excuse but at least I had some kind of alibi.

“I guess,” Jet said, not looking sure.

“So you were telling me about how amazing this mare is that you barely even saw?”

“She saved everypony in town!” Jet gushed. I sipped at my dandelion tea and tried to feel her emotions more closely. I had held onto hers for a while and I was worried I had damaged them a little. Part of me still longed for the power I had given up. Her love had been as warm as the sun. In fact, what she was feeling now was a lot like... My eyes went wide.

“I'm going to find out who Mare Do Well really is!” Jetstream declared. “And then, I'm going to marry her!”

I spat out my tea. This was going to be a long day.

Author's Note

This is just a quick one-shot I did for fun over a couple of days. I'd been meaning to write something with a changeling character but I didn't want to do the usual redemption and learning to love arc. Instead I wanted a story about a changeling having to fight other changelings, though Loopy ended up as a more sympathetic character than I had originally planned. Once I hit on the idea of using Mare Do Well everything came together nicely.