Changing Cheese

by ScoobyDoom

Rating: everyone
Tags: Applejack, My Little Pony: Friendship is Magic, Dark, Cheese Sandwich, Flim and Flam, Cutie Mark Crusaders, Random, Adventure, Pinkie Pie
Length: 5113

Flim and Flam have never had a real successful product in there life. After a few friendly encounters, they realize what they have been missing.

Flim and Flam are down on their luck after they're kicked out of yet another town for a faulty product. When this product is fixed up by a professional however, the brothers use it for revenge against one of their innocent competitors. Will their new plan help them finally get the big score? Or have they awaken an unimaginable evil?

Published 2014-05-22 07:10:04 UTC
Last updated 2014-05-27 10:00:15 UTC

Chapter 1: The Marvelous Massive Machine of Time

“Criminals!”

“You’re fakes!”

“I want my bits back!”

“Get out of here! We know you’re both con-ponies! Don’t show your faces in this town ever again!”

Flim and Flam jumped onto their latest contraption and quickly left the enraged town. They stopped by a nearest restaurant to get a bite to eat.

“Brother of mine,” Flim said. “Do you happen to have any bits from that last scam?”

“I don’t have a single drop of charity from our customers,” Flam sighed.

The two brothers sat down at an empty table with a pile of blueprints for their next schemes. The waiter walked over to them and placed a menu in front of each of them.

“How are you two gentlecolts doing today?” the stallion asked arranging the silverware onto the table.

“About as a fine as Breezies on a windy day…” Flim groaned.

Flam stopped the waiter from arranging anymore silverware. “That won’t be necessary son. We haven’t got the bits to eat right now.”

“Oh is that so?” the waiter raised his eyebrow. “What happened? Did you get the hoof or did you spend all of your money on that giant submarine outside?”

Flam started laughing. “Choose your words more carefully boy! That ‘giant submarine’ is going to change the future!”

“Honestly now, how is that? It looks like a piece of junk,” the waiter said.

“Call it what you will, but The Marvelous Massive Machine of Time will blow your mane off!” Flam announced as he got into the waiter’s face.

“A time machine?” the waiter looked puzzled but interested.

“Calm down brother of mine!” Flim yelled. “What is the point trying to sell a failed product?”

With that, Flam disappointingly dropped back into his chair. The waiter looked out at the window in interest. “Would you mind if I went to check out your marvelous machine?” he asked.

“Go ahead,” Flam rubbed his mustache with irritation. “You can keep it too.”

The waiter smiled and ran out of the restaurant. Flim and Flam continued looking at their pile of blueprints. “So what item would you like to sell this time?” Flim asked. “Do you want to try the Alicorn Generator or The Foe to Friend Potion?”

“I do not know,” Flam moped. “That Apple family has ruined business for us. There isn’t a town who doesn’t know of our scams.”

Flim pulled out a map of Equestria and began marking out places they have already been. “What about Manehattan? The city is big and surely not everypony can know us?”

“Unfortunately being famous ruins the chance of finding new faces,” Flam said.

Suddenly the entire restaurant began cheering and laughing. Flim and Flam turned toward the entrance to see an orange coated Earth pony standing on a big blue ball. He had a bright yellow shirt and brown curly hair that really stood out.

“Cheese Sandwich,” the brothers groaned in unison.

They watched him go over to a family in the corner. He pulled out a cannon and aimed it mistakenly at the brothers. Before the brothers could react, a bunch of sticky string shot out at them. They sat there not amused as the kids laughed up a storm and the sticky string melted on their face.

Cheese walked over to Flim and Flam with a towel. “Sorry about that, guys. Here! This should help!”

Flam went used the towel on himself but the towel was covered in more sticky string. There was sticky string covering his entire face and melting all over his mustache. Flim and the crowd laughed at his brother’s peril until Cheese turned his attention toward him.

“Don’t worry!” announced Cheese as he pulled out a big brown bag. “I have more for you too!”

He poured an entire bag of sticky string on Flim. The two brothers sat there in anger and embarrassment as the entire restaurant laughed at them. After finally wiping off most of the string, they saw the mother of the children trying to pay Cheese for his hard work.

“I couldn’t possibly!” Cheese said in serious tone. “I live and breathe to make sure everypony has a great party!”

With that he slowly walked out the restaurant and into the sunset. Flim and Flam left as well and went to their failed machine.

“I can’t believe he made a fool out of us,” Flim said.

“I can’t believe he made a fool out of us and refused to take any profit from it!” Flam added.

Suddenly the waiter from earlier appears before them. “So I was working on your Marvelous Massive Machine of Time and I quickly realized what kind of magic you were missing. So I put the pieces together and I managed to make it to where you can at least travel from the past and present.”

“Sorry but we aren’t buying that,” Flam said.

The brothers pushed him out of the way and began wheeling their machine down the road. The waiter gallops over and tries to stop them. “If you just give me more time I can make it to where you can travel to the future as well!”

The brothers parked the machine on the side of the road. Flim glared at the waiter as Flam walked into the machine. “How about you go back to your restaurant? Don’t you have ponies that are waiting on you?” Flim then went inside the machine and shut the door to find Flam studying a hole in the middle of floor.

“What is that?” Flim asked.

“Something that waiter put in here,” Flam said as he put his hoof in it. The hole began to glow green but stopped as soon as Flam reacted by pulling his hoof out. He put it back in the hole and it continued glowing again.

“What did that brat do to our machine?” Flim asked.

“I don’t know and I don’t care,” Flam responded. “I just wish we could be famous and successful like Cheese Sandwich. Imagine if he worked for us! We would be rich!”

“We all know that is never going to happen!” Flim said as he turned back to the door. “I’m going to figure out what that waiter did to the floor.”

Flim opened the door and saw a little orange colt with glasses looking up at him. The little colt was terrified and breathing heavily.

“You appeared out of nowhere…” he gasped.

“Out of the way kid,” Flim said as he bypassed the colt. “Where did that waiter run off too?”

Flim looked around the area and suddenly realized that they weren’t in the same area as before. He turned back to the kid. “Where are we?”

“You are outside of Manehattan,” the colt choked out. “This is the road to Ponyville…”

“Manehattan!? We were on the other side of Equestria! How did we end up here?!” Flim asked.

“I don’t know.” The kid muttered while adjusting his glasses.

“Get out here Flam! I think somepony is pulling a prank on us!” Flim yelled.

Flam walked out and saw the little colt. “Who is this?”

“I don’t know. He is probably one of the kids from that Cheese Sandwich party.” Flim said.

“Do you think Cheese Sandwich is behind taking us all the way to Manehattan?” Flam asked.

Flim sighed. “More than likely, darn that Cheese Sandwich.”

“I’m sorry…I didn’t mean to do anything wrong…” The colt muttered at the ground.

Flim and Flam both looked down at the little pony. “Do you know something about this?” Flim asked.

“No, but…” the colt stuttered.

“What is it?” Flam asked. “Spit it out!”

“You guys keep saying Cheese Sandwich tricked you guys. Well…I am Cheese Sandwich…” the colt admitted.

Flim laughed. “Yeah and I am Nightmare Moon! Now why don’t you tell us what is really going on!”

“Flim…” Flam said. “I think he is telling the truth.”

Flam walked closer to the tiny colt and looked at him.

“So Cheese, where were you heading?”

“To Ponyville…I’m hoping to make some friends…” Cheese said quietly.

“You won’t make any there.” Flam told him. “That place is filled with greedy liars.”

“Really?” Cheese frowned. “I heard they were a bunch of nice ponies.”

Flim jumped in on the conversation. “Did your imaginary friends tell you that?”

“Well no, but…” Cheese’s eyes began to fill up with tears.

“Hey don’t cry,” Flam said while rubbing the tears off Cheese’s face. “We will be your friends. Won’t we Flim?”

Flim nodded and grinned at Cheese. “We are your friends. The only friends you will ever need.”

Cheese suddenly formed a smile on his face and blushed. “I don’t even know you…”

Flim and Flam both stood up. “We are the Famous Flim Flam Brothers!”

Cheese smiled and hugged them. They slowly pushed him away and Flam looked at him. “Now why don’t you go back to

Manehattan. We will meet you there.”

“Okay Flam! I can’t wait to show you guys off to everypony else!” Cheese yelled as he went running back to Manehattan.

Flim looked over at his brother. “I think I see what you are planning, Oh brother of mine.”

“We slowly raise him throughout his lifetime so he can help us succeed in the future?” Flam asked.

“Indeed.” Flim yelled. “Skip a couple years to break him into the hardships of life?”

“I like the way you think.” Flam replied as the duo laughed before going back into the machine.

Chapter 2: Starswirl the Bearded

“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.”