Changing Cheese

by ScoobyDoom

Chapter 2: Starswirl the Bearded

Previous Chapter

“We have fourteen minutes left, and I’m sure all of you want to know what your homework for the weekend is going to be!” Miss Cheerilee announced to the talkative class of colts and fillies. The Cutie Mark Crusaders were also in the chatty mood as they ignored their teacher.

“I’m going to start counting.” Cheerilee said in a calm voice.

Soon after that, the entire class was in silence. None of them wanted to be treated like younger ponies. Cheerilee smiled and continued her announcement.

“This is going to be a two pony project. You and your partner will have to give a presentation on Starswirl the Bearded and his accomplishments.” Cheerilee explained. “Now before any of you get excited. I will be choosing your partners.”

“What?” Apple Bloom exclaimed.

Scootaloo raised her hoof. “Are you serious?”

“Why?” Sweetie Belle squeaked.

“I know it will be good for all of you to work with somepony you don’t usually spend time with.” Cheerilee said glaring at the Cutie Mark Crusaders.

Diamond Tiara spoke up. “You’re obviously just punishing them. Can’t the rest of us work with who we want, Miss Cheerilee? You should just have the each of the Cutie Mark Crusaders work alone.”

Snips and Snails began snickering in the corner. “You always pair up with Silver Spoon, Diamond Tiara!” Snails pointed out.

“You have no room to even speak!” Diamond Tiara yelled. “You and Snips are the same way!”

Cheerilee rolled her eyes. “I’ll start with you Diamond Tiara. You will be working with Sweetie Belle.”

“No!” Both Diamond Tiara and Sweetie Belle screamed in unison right before slamming their heads onto their desk.

“That’ll teach you!” Snips laughed along with Snails.

Cheerilee moved her attention over to the small unicorns. “Snips you will be working with Scootaloo.”

Snips gasped and blushed as Scootaloo joined Diamond Tiara and Sweetie Belle by slamming her face on the desk. Apple Bloom placed her hoof on Scootaloo’s shoulder. “Don’t worry Scootaloo. I’m sure Snips can’t be that bad to work with.”

“I’m glad you are going at this with a positive perspective Apple Bloom.” Cheerilee smiled. “That is because I’m going to pair you up with Snails.”

Apple Bloom looked over at the zoned out Snails and sighed in disappointment.

The school bell rang soon after that, which allowed the weekend to begin. All of the students ran out of the building with smiles on their faces. Almost all of them had smiles on their faces. However, there were six frowns that remained at the entrance of the school.

“Let’s get this project over with,” Diamond Tiara said to Sweetie Belle. “The sooner we get done, the sooner we can get out of each other’s mane.”

“Fine by me,” Sweetie Belle said as she slowly followed Diamond Tiara away from the schoolyard.

“I don’t know where she is going,” Scootaloo said while watching them go out of sight. “Let’s go Apple Bloom.”

Snips and Snails both looked at each other then back at the two fillies that were walking away from them. “What about us?”

Scootaloo looked back at them. “I guess you better come with us. If you want to make a grade that is.”

The two caught up with Scootaloo and Apple Bloom and followed them to Sweet Apple Acres. They saw Big Mac pulling a full cart of apples to the barn.

“What are we doing here?” Snails asked.

“Shouldn’t we be at the library or something?” Snips asked.

“Nah,” Apple Bloom replied. “My big sis knows a lot of stuff! I’m sure she knows something about Starswirl!”

“Are y’all talking about me?”

They saw Applejack coming from distance. She was covered in sweat and dirt from another obvious hard day of work. Nonetheless she went over to her little sister and hugged her. She saw Snips and Snails hiding behind Scootaloo.

“What’re these trouble makers doing here?” she glared.

“They’re our partners that Miss Cheerilee assigned us.” Scootaloo said. “Trust me. That is the only reason they are here.”

Snips whined as him and Snails continued to hide behind Scootaloo.

“So what is your homework this time?” Applejack asked.

Apple Bloom looked up at her sister. “Well we have to give a presentation on Starswirl the Bearded and his accomplishments but we really don’t know anything about him. We were hoping you knew something so we wouldn’t have to do any research.”

Applejack stood there for a second and then began to laugh out loud. “I’m sorry Apple Bloom. I can’t help you and your friends. Why don’t you just go find Twilight? I’m sure since she lives in a library she can sure as hay tell you something about that Scarwheel the Breaded!”

“It’s Starswirl the Bearded!” Snails yelled and then quickly hid back behind Scootaloo.

“Whatever,” Applejack snorted while trotting away. “If you do go by Twilight’s, tell her I’ll be by later for a visit!”

Applejack was gone and Apple Bloom looked at the grown in disappointment.

“Well now what?” Scootaloo asked.

“Hey Big Mac, do you know anything about Starswirl the Bearded?” Apple Bloom asked.

“Nope,” Big Mac calmly said as he walked by with his now empty cart.

“How about we go ask Granny Smith?” Scootaloo asked. “She is…an elder. She probably knows more than anypony.”

“I would but she is out of town visiting family.” Apple Bloom said.

“I don’t see what is wrong with visiting Princess Twilight.” Snails poked his head out from behind Scootaloo. Snips also came out from behind her. Scootaloo and Apple Bloom looked back at them with wide eyes.

“You don’t realize what you are talking about.” Scootaloo said.

“We know Twilight has tons of information on Starswirl,” Apple Bloom explained. “The thing is though, if she starts talking about something she knows a lot about she never stops!”

“Don’t we want a lot of information though?” Snails mentioned.

Apple Bloom and Scootaloo looked at each other. “I guess you’re right.”

Apple Bloom sighed. “Sweetie Belle and Diamond Tiara are probably there right now.”

Meanwhile, on the other side of Ponyville, Diamond Tiara and Sweetie Belle were arguing about where to go.

“Why don’t we just go to Princess Twilight’s house?” Diamond Tiara asked.

“Trust me; we are better off getting our information somewhere else.” Sweetie Belle said.

“I’m going! I’m not going to fail this project because of your lack of participation.” Diamond Tiara began to walk over to Twilight’s house. Sweetie Belle let out a sigh and moped after her.

They got to the door and knocked. After waiting a few minutes the door opened and a drowsy Spike open the door.

He rubbed his left eye and looked at the two. “What’s up?”

“What’s up?” Diamond Tiara asked. “Is that all you have to say? Where is Princess Twilight?!”

“She is out doing something. I don’t know.” Spike yawned. “Do you want to wait here until she comes back?”

“Glad you asked.” Diamond Tiara pushed Spike aside as Sweetie Belle followed in after her. Spike shut the door and went back to lie down in his bed.

“When will she be back?” Diamond Tiara asked.

“I don’t know.” Spike mumbled.

“You do know it is late in the afternoon right?” Diamond Tiara informed him.

“Yeah I know.” Spike said. “Twilight gave me a delicious gem earlier for helping watch over the place. I sort of…”

Spike fell back to sleep. “Wow really?” Diamond Tiara walked over to the curled up dragon. “Well we might as well start looking for books about Starswirl. Where is the S section?”

Hours passed and the sun was going down as Apple Bloom, Scootaloo, Snips, and Snails were all heading to Twilight’s.

“Thanks again for feeding us at Sweet Apple Acres.” Snips smiled at Apple Bloom and Scootaloo.

“Whatever,” Apple Bloom said. “If we knew you both were going to pig out we would have just left.”

“We should have just left you at the schoolyard.” Scootaloo said. “We probably would have been done with this project earlier but now we will have to wait till tomorrow to work on it. I don’t want to waste my free weekend on more homework!”

“Did somepony say homework?”

Twilight stood behind them with a big smile on her face. “Hey there girls…” she then looked over at Snips and Snails. “…And boys...Are you still working on your Starswirl the Bearded project?”

Scootaloo’s and Apple Bloom’s eyes expanded. “How did you know?”

“Oh! Your teacher told me!” Twilight giggled. “If you are looking for information on him, I know where you will get the best of the best information!”

“Where?” Snails asked.

“There is a wooden cabin just before you get too deep into the Everfree Forest.” Twilight smiled.

“Who lives there?” Scootaloo asked.

“You will have to see.” Twilight said, leaving the group.

“Can you take us there?” Apple Bloom asked.

“Sorry, I have been away from home all day. I need to make sure that dragon of mine didn’t tear the place up. Good luck!” Twilight was soon out of sight just as the night sky covered Ponyville.

“Should we go?” Scootaloo asked.

“What? Are you chicken?” Apple Bloom smirked.

“No!” Scootaloo yelled. “Don’t start that again! Come on guys, let’s go!”

Snips immediately followed her, along with Apple Bloom. Snails remained still in the same spot. “I’m not going.”

“You have to go.” Scootaloo said.

“I don’t want to go in the Everfree Forest in the dark. Why don’t we wait until tomorrow morning?” Snails asked.

“Tomorrow morning?” Scootaloo snorted. “Ha! I plan on getting this project done tonight and sleeping in until tomorrow afternoon. Come on Snips and Apple Bloom! Let’s leave him behind!”

Apple Bloom followed Scootaloo into the forest as Snips looked back at Snails. Snips muttered the words, ‘I’m sorry’, and chased after the other two. Snails sat on the ground and began to cry. After awhile longer of realizing his friend wasn’t coming back, he began his trip back home.

As Apple Bloom, Scootaloo, and Snips walked in the Everfree Forest, they noticed a fog taking over the ground and the air above them. Snips began to shake in fear so Scootaloo stood closer to him.

“There is nothing to be afraid of.” Scootaloo told him. Snips averted his eyes away from Scootaloo and aimed them towards the ground. Scootaloo raised an eyebrow in confusion towards his reaction.

“There it is!” Apple Bloom yelled. Scootaloo and Snips quickly covered her mouth as they saw the sight of a small, old, and dark wooden cabin. There was a light flickering inside through the one tiny window. The cabin was covered in the very thick fog which made it hard to tell what was around it.

Scootaloo and Snips slowly let go of Apple Bloom. “Well…should we knock?” Apple Bloom asked.

The three of them wandered through the blinding fog as quietly as possible. Once they got to the door, they saw it was slightly open and that the source of the fog was coming from inside. Apple Bloom got behind Scootaloo and Snips got behind Apple Bloom.

“Be careful,” Apple Bloom and Snips whispered to Scootaloo.

“Thanks guys,” Scootaloo said. She placed her hoof on the door and pushed it open. The whole house was filled with a thick wall like fog. Scootaloo tried to press forward but she couldn’t.

Suddenly all of the fog around them began to stir up and they were pushed through the fog wall. They landed on a soft carpet that covered the hard wooden floor.

Scootaloo got herself and Apple Bloom up. Snips got himself up and froze in place. Scootaloo and Apple Bloom looked over to see a giant fireplace with flames roaring up to the ceiling.

Sitting in front of it was a light grey unicorn. He turned around and glared at them with his bright yellow eyes. He stood up and walked over to them. Their mouths dropped when he came into full view. He had a long wavy beard and a wizard hat with a bell attached at the end. He also wore a long blue robe.

“Are you Starswirl the Bearded?” Scootaloo asked.

He nodded. The three watched his piercing eyes can them. “What brings you here?” he asked in a dusty yet booming voice.

“You can’t be him.” Apple Bloom stated. “He lived over one thousand years ago.”

Starswirl’s eyes looked deep into Apple Bloom’s. “Immortalization.”

Apple Bloom suddenly got cold and a tear ran down her cheek. “I’m sorry…”

“There is no need to be sorry!” Scootaloo said. “He is the one who should be sorry!”

Starswirl looked at Scootaloo, who was looking right back at him. “Why are you here?”

Scootaloo grunted. “We came for…”

“…Your cutie marks?” Starswirl interrupted.

Scootaloo and Apple Bloom both stood in shock. Snips looked at the two cutie markless friends. He looked back at his own and then back at there’s.

Scootaloo grunted again and stuttered. “We came for…”

“I can give you both your cutie marks right now if that is what you want.” Starswirl said as the fire behind him got more intense.

“Yes, yes!” Scootaloo replied. “We would love to have our cutie marks!”

“What’s the catch?” Apple Bloom stuttered.

Starswirl looked over at Snips. “Him.”

Back at Twilight’s, Applejack had arrived shortly before nightfall and was sitting with Diamond Tiara and Sweetie Belle, trying to help them find a book on Starswirl the Bearded.

Spike was still sleeping until they heard a knock on the door. Spike slowly sat up and walked over to the door. Applejack, Sweetie
Belle, and Diamond Tiara looked over to see Spike letting Snails in.

“What in the hay?” Applejack said out loud. “Where is Apple Bloom?”

“And where is Scootaloo?” Sweetie Belle asked.

“Does it matter?” Diamond Tiara mentioned. “Beat it Snails, we got here first.”

Snails’ eyes filled up with more tears and he began bawling on the floor.

“Oh mercy…” Applejack muttered as she went over to Snails.

“What a baby…” Diamond Tiara shrugged as Sweetie Belle went to check on Snails. “Where are you going? We have some important research to do!”

“I don’t care!” Sweetie Belle yelled back.

“What is going on?” Spike asked when the door opened. Twilight walked in and saw the library was covered in books.

“I just left one party and I come to another.” Twilight sighed.

Diamond Tiara then makes a run over to her. “Princess Twilight! I’m so glad you’re here! What can you tell me about Starswirl the Bearded?”

Twilight’s eyes suddenly lit up, but before she could say anything she noticed her friends comforting Snails on the ground next to her. She looked over at Spike with an angry glare.

“Hey don’t look at me.” Spike said. “I’ve been sleeping ever since you brought me that gem earlier this afternoon!”

“Huh?” Twilight gave Spike a confused look.

“Princess Twilight!” Diamond Tiara screamed.

Twilight snapped out of it. “Sorry! Go the stairs and looked in my closet! I have a Starswirl the Bearded costume I can show you!”

Diamond Tiara ran upstairs as Twilight looked back down at Snails. “What is going on?”

“I don’t know,” Applejack replied. “He was hanging out with Apple Bloom and Scootaloo though.”

“You know what happened!” Snails yelled at Twilight. “You sent them into the Everfree Forest just so they can call me a coward! Thanks to you, Snips doesn’t want to be my friend anymore!”

“You did what?!” Applejack exclaimed.

“I haven’t seen Apple Bloom or Scootaloo all day!” Twilight said. “Even if I have, I would never send them into the Everfree Forest by themselves!”

“You came straight up to us and told us to go to this cabin deep in the forest…” Snails muttered.

“No I didn’t! I haven’t left Pinkie Pie’s house all day until now!” Twilight yelled.

“Now I know that is a lie…” Spike said. “You came home early this afternoon and brought me that gem remember? Then you said you would be back later after you did a few errands.”

Twilight looked directly at Spike. “I did not leave Pinkie Pie’s today. Somepony else must have brought you that gym.”

“But she looked just like you…” Spike said.

Diamond Tiara came running down the stairs. “I can’t find it.”

“Can’t find what?” Twilight asked.

“The Starswirl the Bearded costume is not in your closet. I checked everywhere.” Diamond Tiara said.

Deep in the Everfree Forest, in the small foggy cabin, Scootaloo and Apple Bloom looked over at Snips.

“What do you want with him? What’s so special about him?” Scootaloo asked.

“There isn’t anything special about him.” Starswirl answered. “He is pathetic. He has his cutie mark but he cares more for your empty life than his full one.”

Snips turned bright red and Apple Bloom gasped. Scootaloo raised her eyebrow. “What do you mean?”

“His heart is burning with passion.” Starswirl said. “He wishes to share it with you.”

“No! Yuck!” Scootaloo yelled. “No, no, no, no!”

Snips blushed even bright and hid his face in the carpet.

“What does his obvious crush on Scootaloo have to do with this?” Apple Bloom asked.

“Everything…” Starswirl licked his lips. “His love for her is…delicious…”

The three then began to slowly walk backwards. “I think we better get going…” Scootaloo said calmly.

“You can’t leave…” Starswirl said. “Don’t you want your cutie marks girls? You’ve wanted them for a long time! All you have to do is give him to me.” Suddenly Starswirl’s form began to twitch into something else. His yellow eyes flickered for a second into a lighter blue set of eyes.

They looked over at the frightened Snips. Scootaloo walked over and wrapped her arms around him. “Please no…” Snips muttered.

“I won’t let you.” Scootaloo stood her ground and stared at the flickering image of Starswirl. Apple Bloom stood on the other side of Snips. “You’ll have to get through me too!”

“Fools…” Starswirl flickered again. “Fine.”

With that the fire went off and the house began to shake. In the pitch blackness all they could here was a high pitch screech coming from Starswirl.

“Love is immortality!” he screamed.

Scootaloo, Apple Bloom, and Snips held on to each other and screamed.

The side of the cabin was suddenly knocked down by a loud force. They looked over and saw Twilight standing in the hole. She used her magic to pick the three up and pull them out of the cabin. In the darkness, she managed to see a flickering Starswirl image just flashing through the room.

“Why don’t you show us your true form, Changeling!” Twilight yelled.

Starswirl stopped flickering and looked at Twilight. He smiled and did a back flip as green flames appeared around him and burnt away the costume. Once he landed on his feet, he had transformed into Twilight.

“Show us your ‘real’ form!” Twilight demanded.

He began to cackle. Then he began to laugh hysterically, and then in another flash a green flames a dark coated, blue eyed Changeling was standing in front of Twilight.

“What’re you doing in Ponyville?” Twilight asked. “More importantly, why are you all by yourself?”

The Changeling shook his head and smiled. Without warning, he flew at Twilight. She backed up one step as the Changeling flew halfway through the hole. He was stopped back a surprise attack to the head by Applejack’s back kick. He immediately fell to the ground, unconscious. Apple Bloom, Scootaloo, and Snips ran over to Twilight and Applejack. They hugged them just as the fog began to disperse from the area. The sun was beginning to rise as well.

As soon as they got back to Twilight’s, Pinkie Pie, Rarity, Rainbow Dash, and Fluttershy were there waiting for them.

“You could have been hurt! That wouldn’t have been cool!” Rainbow Dash yelled as she hugged Scootaloo.

“I’m fine! Honest!” Scootaloo laughed.

“So am I!” Apple Bloom giggled as Applejack hugged her.

“I don’t see what’s so funny!” Applejack yelled. “I can’t believe ya’ll ever thought Twilight would tell you to do something like that!”

“I’m still wondering what that Changeling wanted…” Twilight said.

“Maybe it heard about Rainbow Dash’s party!” Pinkie yelled.

“I doubt that…” Diamond Tiara said.

Pinkie looked down at Diamond Tiara. “Who the heck are you?”

Rarity rolls her eyes. “Well I for one think somepony is going to be watched a little more carefully…” Sweetie Belle suddenly feels herself being pushed by Rarity towards the door.

“I agree.” Rainbow Dash said as she picked up Scootaloo.

“Let’s go home, Apple Bloom.” Applejack looked over at Apple Bloom.

“Okay.” Apple Bloom smiled.

Pinkie Pie’s tail suddenly shivered and she looked over at the door.

“Wait! There is somepony on the other side!”

Rarity opened the door and saw an orange stallion with slicked back brown hair standing in the doorway. He wore as black business like shirt and he also had a slicked brown tail to match his hair.

“Who are you?” Rarity asked.

He looked up at everypony. “I am the greatest entrepreneur in Equestria. I am Cheese. Cheese Sandwich.”