The Sad Tale of Sand Paper, the Unlikeable Changeling

It was a bright, cheery day inside the magical enchanted forest that so many called home. Birds flew about on their merry adventures, dancing throughout the trees. Dazzling shafts of light illuminated their path as they weaved around, their antics bringing delight and joy to all those who were lucky enough to view them.

Among these creatures, changelings, too, were a captive audience. Spread throughout the magical trees, they found a great pleasure and contentment as they reveled in the rapture of the land. With black, curved horns crowned atop their equally dark bodies, they stood in stark contrast to the vibrant and lively shades of the land, except for where the holes in their legs allowed the landscape behind to shine through. They could even be found flying, with paper-thin wings akin to those of an insect.

Whether perched in the trees, enjoying the golden sunlight as it peeked in from where the trees parted or scampering along the ground where rabbits and squirrels and other creatures of the forest rushed to greet them, they could be found in great abundance; It would have been hard for any to say they did not belong, so at one with the land as they were.

Ruled by a benevolent queen, they flourished within their secluded home. Those few, rare strays who wandered in found themselves lost among the endless shrubbery until they ended up once more expelled from its depths. With naught to show for their efforts, these visitors rarely returned. Those that did were met with the same fate, time and time again.

Over many years, the other races simply left it be and the changelings were left with an unspoiled refuge to have as a home. Of course, nothing stopped the changelings leaving their lands. By a quirk of nature, changelings were a species that needed others to survive, and they took to this role the same brimming enthusiasm that they did everything else. Exploring the far reaches of the land, from the peaks of the mountains the griffins roosted in to the dusty deserts of the zebra, changelings could be found endearing themselves to all creatures, great and small.

Not that many could actually find them, as changelings often ended up employing the ability that was their namesake as they traveled. A changeling, no matter what, had the ability to change. Something they often found themselves doing to blend in when they left the absolute safety of their forest. Changelings, despite their pure intentions, were often met with disdain and fear. And though it brought them great sadness to do so, they found themselves hiding so they could continue to do the one thing they loved most: making friends.

But not all changelings found the same delight in the magic of friendship. There was one changeling, by the name of Sand Paper, who, out of all the changelings in the whole of their forest, had the least friends. Indeed, he had no friends at all. Even those who had tried to befriend him found that, for a changeling, his heart was simply a few sizes too small.

Where Sand Paper went, woodland critters did not come out to play as they did with his kin. Instead, they cowered in fear as he passed them by, his shadow eclipsing the light and creating a biting cold wherever it fell. Birds stopped their chirpy songs and the whole world just seemed a tad darker to those who ended up in the company of Sand Paper. Some would say he caused plants to wilt, but none had yet stayed long enough with him to be certain.

All in all, Sand Paper was not a popular changeling. Although there was one interesting quirk to him that many had noted: he was able to survive on remarkably little. Never venturing out of the forest, Sand Paper was able to survive where others had failed. None knew for certain how he managed this feat, but all agreed that Sand Paper never seemed like he wanted for the affection of others.

But now, Sand Paper had been called by the queen, and had come to her throne. Not a majestic palace or fierce citadel as other rulers had to serve as their place of power; the changeling queen instead ruled her subjects from a glade in the forest. Surrounded on all sides by towering trees and an assortment of well tended flowers, the Queen's home had just as much splendor to it as the mountaintop fortress of Canterlot or the sandstone cities of the Zebra.

Not that this meant much to Sand Paper as he marched in, heedlessly trampling the few stray flowers that were unlucky enough to be laid out on his path. He paid no heed to the silent glares of their caretakers as he approached his ruler. Towering far above her kin, Queen Chrysalis sat waiting for him atop a throne of simple stone. Her sleek body a perfect shade of black that few could ever hope to aspire to. She had a horn far greater than any mere commoner of a changeling, its jagged tip seeming as if it could cut through the very air that surrounded it.

It was to this sight that Sand Paper stopped, staying a respectful distance away as he bowed low. When it seemed as if his horn may end up digging into the soft earth, he softly muttered the words. "My queen."

Chrysalis looked upon him serenely. Raising one of her dark, hole-infested hooves, she beckoned him closer. As Sand Paper stopped mere feet in front of his queen, she sighed.

"Sand Paper, it seem that," Chrysalis paused, tapping a hoof against the ground as she looked skyward. "Many are... concerned. Yes, concerned for your well-being."

"My Queen?" Sand Paper questioned. His eyes looked up to gaze at Chrysalis. Finding nothing but an indifferent slouch and an unmet gaze, Sand Paper pressed on. "I assure you, I am fine."

"Ah, yes, well. Many have complained about concerns for your, er, health," Chrysalis said. Eyes quickly darting about, she pointed at a nearby changeling, one of the caretakers that happened to be glaring with hateful eyes at Sand Paper. "You there, assist us!"

At the Queen's demand, the caretaker slithered closer, glaring daggers at Sand Paper as he came to stop at his side. Bowing to Chrysalis, he said. "Do you need something, my Queen?"

"Yes," Chrysalis gestured to Sand Paper. "Sly Shadow, meet Sand Paper. Sand Paper, this is Sly Shadow."

Chrysalis smiled, exposing pearly white fangs that seemed to shimmer as light reflected off them. They almost blinded those who were present in its radiance. "Now that you're getting along so well, I'm sure you can help Sand Paper in leaving the forest."

Chrysalis paused, continuing her gleaming smile as she did so. As moments ticked by and they remained unmoving, Sly Shadow coughed, making Chrysalis jolt. Sputtering for a moment, she continued. "Oh, right. Help him with his health, or something."

Chrysalis dismissed them, quickly vacating the area with a grace and speed that neither changeling could match. The attention of the few onlookers that Sand Paper had gathered was also lost. Leaving the two changelings to silently wait, neither making a move.

Breaking the virtually palpable silence, Sly Shadow spoke, his dejected voice speaking with a flat tone. "Come then, Sand Paper. We may as well leave immediately, as the Queen wished."

"Bah, what do you know? You're just the help," Sand Paper said, his imperious voice overpowering the silence that the dispassion of Sly Shadow's tone had managed to keep alive. "We'll leave tomorrow, the Queen's suggestion can wait."

"The Queen wants to help you. It would be best if you heeded her advice," Sly Shadow said, his voice raising slightly. He glared at Sand Paper, eyes of endless blue fixed solely on the changeling. "It is for your own good."

Sand Paper scoffed, before it developed into a hearty chuckle as he heard Sly Shadow growl. By the time his laughter died down, Sly Shadow's composure had begun to fall apart, he had begun to growl loudly and his horn had ignited in a flare of green. Sand Paper could hear him begin to count, slowly as his growl began to die down. As the numbers went higher, Sly Shadow's horn dimmed, eventually returning to an inactive state.

"Truly, she is merciful to go to such effort for your... health," Sly Shadow muttered. Turning around, he began to walk. His horn again took a green hue, far less intense than the time before, and Sand Paper began to move, his hooves dragging along the ground as he flailed to gain purchase once more.

"Let me go, servant! Or else I'll have to show you my power!" Sand Paper shouted, attempting to pull himself away from Sly Shadow's tight, unyielding grasp of magical power. He struggled and heaved, his best efforts producing little more than a grunt from his newfound warden.

"You'll have to try a little harder than that. But I'll bite. Go on, dazzle me," Sly Shadow said. He turned back to look at his captive and grinned as Sand Paper stared back with a face of rage. Sand Paper's horn was aglow, a faint emerald shade almost too weak to be distinguished from the other, stronger hue of green, that was engulfing it. "Are you even trying? Why, Sand Paper, it almost seems as if you enjoy being controlled."

"Let me go, you fuck!" Sand Paper yelled. His struggles re-manifested, stronger than before. Mustering his magic, his emerald aura gained more substance, slamming against Sly Shadow's magic.

Breathing heavily, Sand Paper erupted in spasms as he pushed himself to the limit, forcing all of himself to struggle against the confines of his magical, moving prison.

"Stop it before you kill yourself, idiot," Sly Shadow said. He looked on, slack-jawed, as Sand Paper flung himself about. His erratic movements allowing him to push against wherever Sly Shadow held his grip the weakest. Sly Shadow sighed and released Sand Paper, watching as he flopped to the ground as an exhausted heap.

"I said you couldn't stop me," Sand Paper heaved out. With gasping, ragged breaths, he pulled himself up. Swaying gently, he swallowed as his breath began to even itself. "I'm sure you won't try again."

"If that helps you sleep, you can think that," Sly Shadow said. He scoffed, before continuing to walk. For a moment, only the sound of his steps could be heard. But soon another, slower canter could be heard from behind him. Sly Shadow grinned, looking ever so slightly behind him to see Sand Paper struggling to keep up on legs that threatened to collapse under his weight.

They walked on in silence, the few creatures that crossed their paths quickly making way long before either of them came close. Sand Paper's gait steadily grew stronger, until he once again walked without seeming unsteady on his hooves. Sly Shadow increased the pace slowly, having it matched by his reluctant companion, until Sand Paper once more started to slow.

"How long does the Queen expect me to be gone for?" Sand Paper questioned. He came to a complete stop, causing Sly Shadow to turn, a stormy scowl upon his face. Sand Paper ignored this, continuing. "I may be fine, but I wouldn't wish to worry the Queen by returning too early."

Sly Shadow went abruptly still, his body locking. His brow shot to the sky and he gave out a short, stuttering gasp. With slow and jerky movements, he turned his head to look at Sand Paper. He stared intently as his legs started to shake. A slow and measured breath later, he gave Sand Paper a whispered reply, so low that Sand Paper could barely hear it.

"I... we didn't think that through," Sly Shadow mumbled, head cast downward. He shook, and his body slackened. He fell into the undergrowth of the forest, albeit an undergrowth that ended up quite well tended from its changeling inhabitants. "We should have been more prepared. But I can still fix this!"

Sly Shadow began to laugh, a terrifyingly ominous chuckle that seemed to erupt from the deepest, darkest pit of black, endless stomach. Sand Paper backed away with cautious and measured steps as he slowly brought himself away from the now hysterically laughing Sly Shadow.

"She was the one who suggested this, did she let us overlook such a simple thing? Does the Queen actually like you?" Sly Shadow said. He raised himself up, shakily standing as he turned to face Sand Paper. His fangs were bared in a snarl and he began to advance toward Sand Paper. With each step, his horn gained illumination. "Relax, Sand Paper. This will only hurt for a second; Just let it happen."

Sand Paper stopped his withdrawal. Facing Sly Shadow head-on, his horn flared as his magic answered his summons. "I don't need to run. I can face you down, you peasant!"

Sly Shadow grinned, and a beam glittering green erupted from his horn, heading to Sand Paper at a fantastic speed. Sand Paper met the attack with one his own, and the area exploded in dazzling colour as they faced off. Grunting, Sand Paper was pushed back. Sly Shadow laughed. "You seem tired, Sand Paper!

"How could someone as unloved as you possibly beat me?" he rushed forward, one more mighty surge of magic knocking Sand Paper off his hooves. Sent flying, Sand Paper was unable to recover before Sly Shadow was atop him. "Now, you just lie there and let Sly take care of you."

Sand Paper struggled, his squirming doing nothing to faze Sly Shadow. His horn fizzled as he struggled to get free. With nothing to stop him, Sly Shadow raised a hoof, slamming it against Sand Paper's head.

When he returned to consciousness, Sand Paper found himself with a dull, throbbing ache in his head. Lying still in blunted agony, he saw the world spinning around him. With effort, he drew himself up starting to limp forward and almost tumbled over in the process. Giving up with that approach, Sand Paper sighed and plopped himself back down.

Slowly, vision returned to Sand Paper. The world went from a dizzying array of light to take on more defined shapes. Soon, Sand Paper could even make out his surroundings. Trees covered him from all sides, ones with a far different look than he was used to. Instead of sleek trunks that jutted into the air, Sand Paper could only see long, spindly and decrepit branches entangled by vines that spread out haphazardly, creating a thick canopy that shut out the light.

Once more, Sand Paper began to move. He leaned against the dark wood of the trunks for support, scarcely able to hold himself upright without their aid. He went onward, finding that the forest quickly gave way to more forest as he trudged along. With nothing but endless lines of gnarled, twisted trees as far as could be seen, Sand Paper stopped .

His wings buzzed, thin and film-like, and he tried to raise himself. His wings flapped mightily, creating a small gust that made the nearby grass shake. Long moments passed, and Sand Paper was still land-bound. Soon, he was panting, and his efforts died down.

He sighed, looking back at his wings. They softly fluttered, creating a small breeze. His gaze shifted to the floor, watching the ground slowly move as he trotted along. "This would be easier if you stupid things would work for once."

"Damn Sly. He'll pay for this!" Sand Paper said. He once again began to move forward, the unchanging scenery his only companion.

"He may have tried to kill me, but I'll get him!" Sand Paper growled out. He looked up, staring deeply into the canopy that seemed to block even the sun. "Once I find out where I am..."

Sand Paper shook lightly. Increasing his pace, he kept his eyes forward. "No... I've got to keep focused. I'll be out of here soon enough anyway.

"And then Sly will pay," Sand Paper laughed, continuing it until all air had vacated his body. Once he could laugh no more, he took a deep breath and puffed out his chest. "But that'll have to wait."

As time went on, Sand Paper's fervor died down. With seemingly no progress being made, he gradually slowed until he was barely moving. The little light that could be found was quickly disappearing. The thick and uneven undergrowth was barely visible, and quickly becoming darker as it faded into an unending blackness.

"Fuck this place!" Sand Paper slammed his hoof against the dark wood of a nearby tree. His blow ripped the vines from around him, before thumping against the trunk with a thud. Such was the force of his blow that Sand Paper was powerless as his hoof slipped, sliding off the slippery wood.

Yelping, Sand Paper was sent in a tumble to the ground. Looking up, he growled as the soft twinkle of moss took up his vision. A thin shade of green covered the tree in a slippery, moist sheath. All around him, he could see the slimy green covering everything it could. Taking care to avoid slipping once again, Sand Paper raised himself up.

With one more glare, he turned away from the tree. Only to find he was no longer alone. Staring at him, with some amusement on her face, was a zebra. Shrouded in a black cloak, her muzzle was barely visible as it slid into the darkness of her hood. Adorned with golden jewelery on her foreleg, any camouflage the dull stripes of her body may have afforded her was forsaken.

"What are you laughing at?" Sand Paper shouted. He glared at the zebra as she came closer, her steps sure-footed as she navigated the treacherous undergrowth. "You think there's something funny about me?"

The zebra pulled down her hood, revealing another hoop of gold hanging off one of her ears. Her mane was stylized in a single long line atop her head. Her visage a worried frown, and she furrowed her brow as she spoke. "I am sorry, I did not mean to offend. But you seemed to be at wits' end.

"My name is Zecora, and I live in the Everfree. I heard your, er, argument, and came to see," she paused, glancing around her. "It is rare to see a changeling here, but don't you all tend to hide?"

"Oh, um... shit." Sand Paper engulfed himself in green flame. Quickly covering his body, it receded to leave in its place a pegasus with jet-black fur and a fiery red mane. Sand Paper's eyes briefly flashed green before settling down, the last wisps of green fire disappearing.

"Are you sure that is what you wish to be? That style is rare to see," Zecora said, eyeing Sand Paper's form. She pointed a hoof at Sand Paper's head, her golden rings jangling. "The mane, at least, cannot be."

"Why?" Sand Paper said, running a hoof through his sleek mane. His hoof made the hair spike slightly, giving it a rough, unkempt look. "You just wish you had this much style."

"Do it if you must, but they shall find you hard to trust," Zecora said, sighing. She pointed her hoof off in the distance, in the direction Sand Paper had been traveling before he took his respite. "Continue down this way, at the town of Ponyville you can stay.

"They are not so tolerant as I, but that is where you'll have to try," Zecora said. She turned, her hooves easily finding purchase as she moved away. "I wish you luck, you stupid fuck."

Bounding away, she was quickly lost amidst the dark outlines of the forest. Sand Paper, alone once more, started trekking the way she had pointed. "Weirdo."

"Wait, why should I go there?" Sand Paper shouted as Zecora left, but the zebra had disappeared. Peering around, Sand Paper could spot nothing to suggest she was ever there at all. He shrugged. "Can't be any worse than this place."

True to Zecora's word, Sand Paper found the forest thinning. Soon, the Everfree gave way to a verdant meadow and the dark and oppressive feel of the forest ended abruptly as Sand Paper crossed some unseen threshold. The sun, its rays having no chance to penetrate the old and overgrown foliage of the Everfree, seemed to do its best to make up for it here as it shined down upon Sand Paper covering him in its soft warmth. Close by, the town of Ponyville sat in a serene contrast to the dark and oppressive Everfree.

"That zebra could have just told me how to get home. " Sand Paper said. He looked down at the small town in front of him, moodily watching as a few specks around it moved about. "Why would I even want to go there?"

To his sides, Sand Paper could see lush, rolling fields pass him by as he made his way into Ponyville. All around him ponies went about, heading in and out of the various buildings. Each one a bright shade, or at least not a very dark one, Sand Paper noticed quite a few glances were directed at him and his black fur.

"That's right, ponies. Look at the form you wish you could have," Sand Paper muttered. Puffing his chest, he preened each time a pony glanced at him. With each turned eye, Sand Paper walked with more swagger. Eventually, he ran another hoof through his mane, spiking the hair even further and adding to its bedraggled and rough appearance.

One building caught Sand Paper's attention, a large tree with many windows burrowed into the wood. Giving a second of attention to the sign in front, rather clearly declaring the building as a library, Sand Paper went in. Inside was, as to be expected, a large collection of books. Looking around, Sand Paper spotted a young dragon sitting on a stool, gleefully going about his business of eating rare stones, blissfully blind to the world around him. Purple and green, the dragon's scales looked soft and dull as Sand Paper approached him.

"You there, dragon!" Sand Paper shouted, authoritatively stamping a hoof as he yelled. Screeching, the dragon toppled over. A bowl of gems that laid concealed in his claws going with him, sending its contents scattering across the wooden planks. "You will help me find something!"

"The hell, dude? why'd you have to startle me like that?" he rushed around, quickly scooping up gems in his long and dextrous claws. "You could have been nicer about it."

"Now, dragon, I need you to find me a map," Sand Paper said, watching idly as the dragon nestled his newly refilled bowl in the nook of his arm.

"My name's Spike," he sighed, before heading to one of the many shelves. With a tug, he pulled out a long, musty scroll. Heading to a nearby table with the scroll in tow, he quickly unrolled it to reveal a rather old and stylized map. "Here it is, the only map we have."

His work done, Spike went back to his stool, once more digging into his feast of gems. Sand Paper let him be, instead joyfully prancing over to the unfurled map. Beautifully illustrated and with a looping script to show names, the map made up for in marvel what it lost in coherency. While the detail for the pony lands was to the point of insanity, with many names verging on being smudged together, the quality degraded quickly the further one went from Equestria.

"Dragon, this is terrible. How am I meant to find... other places if it only details Equestria?" Sand Paper said. A green glow enveloped the offending scroll and Sand Paper flung it at Spike. Being paper, it did not succeed in knocking Spike over, but instead made him turn back to Sand Paper. "Get me another one!"

"That's the only one," Spike said. Eye twitching, he slowly smoothed out the kinks Sand Paper had made. Holding on to one end, he made short work of rolling it up before depositing it back where it came from. "You didn't bite it, did you? Twilight's gonna be pissed if you did."

Sand Paper growled, pacing from side to side as he stared down at Spike. The dragon looked back at him with dull eyes that lazily followed him as he moved. The only major movement coming from him was as he brought another gem to his mouth, quietly biting a chunk off.

"You win this one, Spike," turning around, Sand Paper went to leave. The loud crunching of Spike's fangs as they crushed and ground gems to pieces didn't skip a single beat. "Stupid dragon."

Once Sand Paper left the library, he was left quite aimless. Ponies still glanced his way whenever they passed, eyes unerringly drawn to his mane. As he slowly walked around, he smiled whenever he spotted an onlooker. Being so caught up in the attention, he jumped when a voice popped up next to him.

"You could have damaged library property," said a voice that sounded like silken honey. It was layered with admonishment and a stern tone, Sand Paper was compelled to look upon its source. He found a unicorn, with eyes just as deeply purple as her coat. Her mane was a deep blue, interspersed with streaks of purple and pink. "But how did you levitate it?"

Sand Paper stared numbly at her. His eyes, despite being quite superficial, widened to a magnificent size as they attempted to expand from their appointed home in his skull. Seconds ticked by as Sand Paper began to move his jaw, painstakingly making a response. "Stop harassing me, you crazy bitch!"

"W-what?" she began, her curious demeanor crushed. Within moments, her inquisitive expression transformed into one of anger, any friendliness gone as a small scowl appeared on her muzzle. With an enraged huff, she stood face to face with Sand Paper. "I just asked you a question, you don't have to be so rude!"

"Me?" Sand Paper said, a hoof raised to his chest as he pouted. That same hoof was then pointed at his accuser as his pout disappeared. "You just attacked me! I was just keeping to myself, and you assail me with evil, evil questions!

"You're a monster! Going around harassing other ponies who are clearly ponies. How do you even live with yourself?" Sand Paper watched as a flurry of emotion went through the unicorn, before fiery eyes were leveled upon him.

"I just wanted to ask you something," she said. Her face contorted and she squinted at Sand Paper, baring her teeth at him. She growled, an action that made Sand Paper inch away from her. "but if you won't answer, I'll ma—"

Sand Paper's hoof came crashing into her before she could finish. Although not an especially hard hit, it was enough to make Twilight squeak and raise a hoof to her muzzle. A tear in her eye, her anger left her as she slumped to the ground. "Y-you hit me..."

"You deserved it, you're awful," Sand Paper said. Now that Twilight had fallen, Sand Paper loomed above her with a smirk on his face. "You shouldn't have even tried attacking me, stupid unicorn."

Ears crushed against her head, she spoke lowly as she focused on Sand Paper's hooves. "My... my name's Twilight Sparkle, please call me Twilight."

Twilight picked herself up, keeping her gaze away from Sand Paper. Once more upright, she still kept herself crouched as she looked up at Sand Paper with glistening eyes.

"Stop looking at me like that, it makes me feel ill," Sand Paper said. Twilight obediently looked away from him, only very slightly peeking at him as he brought a hoof to his head. Sand Paper shivered, frowning as a strange weight settled within him. "Hm, that just made it worse.

"Maybe you're not as useless as that dragon, and can get me an actual map," he said. He sighed as Twilight slowly shook her head, the tiny movements almost too slight to be caught as she continued to avoid contact.

"S-sorry," Twilight said. She glanced up at him briefly, a small smile dancing across her face before she continued in a whisper. "B-but if you want, you could stay with me instead?"

Sand Paper sputtered, blushing at her offer. A rush of lewd ideas crossed his mind, each one making it harder to look at the mare in front of him. In a tumble of words, he choked out a barely coherent reply. "I think it's a bit hasty to do that!"

"It's no problem. I wouldn't mind, I'd... like it," Twilight said. She looked up at him and smiled, causing Sand Paper's breath to quicken.

"Of course you would, you whore!" Sand Paper lurched, the weight within him unpleasantly sloshing as it grew. The discomfort sapped at him, and his tirade was brought to sudden halt as Twilight moved to support him. He tried to shove her away, and was rewarded with a wave of nausea.

"What else are you going to do, sleep outside?" Twilight asked. She began to head back toward the library. Sand Paper, disoriented and somewhat limp, put up no struggle against her. Anything but a small movement brought dizziness to Sand Paper, and they made slow progress as he weakly protested any attempt to move faster.

"Po- We don't sleep outside?"

"No?" Twilight said. Stopping, she squinted at Sand Paper. She bit her lip, doing a poor job at concealing a frown. "That's an... odd question."

"Oh, um, pegasuses do. Sometimes," Sand Paper said. Twilight's frown deepened. Her pace slowing, she awkwardly turned her head to face Sand Paper. Her head cocked to the side, she stared into him with eyes that seemed unable to focus. They jittered randomly, the pupils in a constant state of motion as they scrutinized Sand Paper for some hidden detail.

Sand Paper gulped, coughing as saliva caught in his throat. "...Pegasi."

"Rainbow does that," Twilight muttered. Her vigil ending, she faced forward once more. Her head went from its awkward twisting to a more natural pose as she refocused on the library. Quietly letting out a breath, she kept up her muttering. "She definitely does that, yeah."

Once they reached the library, Sand Paper was treated to the vomit-inducing site of Spike attempting to fit as many gems into his mouth as he could. His jaw barely being able to close, some of the overflow spilled out as he turned to Twilight and Sand Paper.

"Twilight, I didn't think you'd be back this soon!" Spike said. The great load in his mouth muffled his voice, his tongue barely able to form coherent words. Without grace, he used his claw to shovel out great scoops of gems, depositing them on top of the ones that had yet to be devoured by him.

"That's disgusting," Sand Paper said. He pushed Twilight away from him, barely managing to support himself as his legs stayed perilously close to buckling and his vision blurred. "You live here, Twilight?

"It all makes sense now," Sand Paper pointed a hoof at Twilight, who was slowly creeping closer to him. "You were stalking me!"

"I saw you doing magic," Twilight said. She stopped her approach, sitting down and looking at Sand Paper. Her eyes gained a glint, and she looked over to where the offending scroll had been stored. "How did I forget about that? How did you do it, are you a secret alicorn!?"

"That's not the point!" Sand Paper shouted. His sight began to double, and his focus was quickly leaving him. Regardless, he tried to dissuade the mare that was once more advancing toward him. "You saw I was different and tried to lure me back to your lair, you harlot!"

"I... no?" Twilight giggled. She stopped and scuffled a hoof, the sound reverberating painfully through Sand Paper's ear. "Well, maybe."

"Really?" Sand Paper squeaked out. Twilight blushed, nodding. With a rebuttal failing to come to him, he stood in silence until another wave of nausea came over him, this new weight settling itself firmly with the already considerable pain in his gut. Too much for Sand Paper, he stumbled a few steps before collapsing to the ground unconscious.

He lounged, lying lazily in the grass. Surrounded by animals that went out of their way to avoid him, he found that he was reminded of the home that was now lost to him. The only difference was the cottage that, although green enough to blend in with the area, was a foreign concept to Sand Paper and served to make certain he never felt quite at ease.

From that monument of discomfort came something else that ruined his reminiscing. Fluttershy, the pegasus that had managed to lure all the wildlife to her, seemed to take offense at his presence and often tried to shoo him off and, as she had on the past occasions he had come here, was again approaching him with a few of the animals that avoided him trailing behind her.

As always, she took some time to ready herself, bashfully averting her gaze until she spoke. "Sand Paper, you're, um, scaring the animals again.

"If you could go, just for a while... so they can get used to you?" Fluttershy grinned, an action that turned into more of a sulk as Sand Paper remained unmoving. "Please?"

"No," he said. While Fluttershy's eyes began to glisten and a pout took form on her muzzle, Sand Paper lost interest. Giving a sneer to those animals who had followed Fluttershy, he closed his eyes and tried to resume his nap. "They already love me anyway, even your little rabbit agrees."

Fluttershy harrumphed, the sound loud enough to cause Sand Paper to look up at her. He scowled at Fluttershy but the mare seemed to not notice. "Angel might, but the others could use more time. Please, just for a while. Please?"

"They're fine," he said. Fluttershy whimpered, the sound going unheeded as Sand Paper tried to make himself comfortable. Her sniffles began to get louder, until, soon, Sand Paper was trying vainly to block them out. Hooves stuffed into his ears did nothing to block her, and Sand Paper soon found himself rising up. "Fine! Fine, just... be quiet."

Instantly, Fluttershy stopped, and gave him a halfhearted and weak smile. "Oh, I'm sure they'll be fine tomorrow. Or, um, later... much later."

"Of course, later. Just like last time," Sand Paper muttered. He groaned, heading away from Fluttershy's cottage and back into Ponyville. It seemed not much time had passed since Sand Paper had gone to see Fluttershy's menagerie of creatures; The sun was still high in the sky and it was a certainty that ponies still milled about the streets. Most of the ponies, for reasons unknown, avoided Sand Paper. Unfortunately, Twilight Sparkle's friends didn't share this trait.

Scarcely after meeting them, they had decided that Sand Paper was bad news. The colorful one, Rainbow Dash, had even tried to convince Twilight to make him leave. When Twilight refused, their efforts seemed to focus instead on driving Sand Paper away. Even Fluttershy, who seemed so like a changeling, tried to get rid of him with poor excuses and lies.

Despite her friends hostility, Twilight seemed adamant about him staying. Since he was sure that this was what the goal of all changelings was, Sand Paper had agreed. The mare often pestered him about where he came from, but was easily distracted. While this distraction was usually accompanied by the same nausea that had once left him passed out, Sand Paper now found that, discomfort aside, he was fine afterward.

Once he got back into Ponyville, Sand Paper headed to the library. As she usually was, in Sand Paper's experience, Twilight Sparkle was inside. But this time she was not alone. Huddled around a small table, Twilight and two of her friends, Rainbow Dash and Rarity, were talking with her and they glared at Sand paper as Twilight jumped to meet him. Paying no attention to her friends, Twilight quickly tried to nuzzle Sand Paper.

"Sand Paper! I missed you," Twilight said. Coming uncomfortably close, Twilight pressed herself up against Sand Paper. Her soft mane brushed up against him, and she made no attempt to disengage herself. Sand Paper rolled his eyes, using a hoof to push the mare away.

"Twilight, Dear, I believe we were talking?" Rarity said. She coughed loudly, a jarring enough sound to make Rainbow, who was sitting nearby, flinch away from her. "Now, come back and sit with us."

Rarity gestured to a spot across from her. Twilight, with one last glance at Sand Paper, turned to her. "Do you think it can wait? I had some things I needed to talk to Sand Paper about. Private things."

Rarity grimaced, and began to chew on her lip. She looked to Rainbow Dash, who shrugged. "Twilight, it's rather urgent."

"There's something in the Everfree Forest. A black monster with disgusting bug wings and a spiky horn. You ever heard of something like that?" Rainbow said. She gave a dirty look to Sand Paper, before turning back to Twilight.

"Not really... I've read about something like that once, but it was just fiction. Are you sure you saw something?" Twilight said. She sat back down, brow furrowing. "No, I don't think anything like that lives in the Everfree Forest."

Rarity, who had begun to smile as Twilight moved back, spoke in a low, hushed tone. "You wouldn't know this Twilight, but a witch lives in there. I bet she made it to come steal us all away in the night!"

Rarity flourished, hooves gesturing wildly in the air as she finished her exclamation. As Rarity was doing this, Rainbow Dash sidled up to Twilight. Placing herself next to her, so close their fur mashed together, she said. "You never know, Twilight, that zebra could send it after any of us. You know how they all are."

Rainbow stood up, heading past Sand Paper to the door of the library. "We'd stay longer, but Rarity and I have plans. Right, Rarity?"

"Yes, yes. Good day, Twilight," she said. She glanced at Sand Paper, about to speak, before turning away and rushing out. Rainbow Dash quickly followed, and Twilight and Sand Paper were left alone.

"My parents told me Ponyville would be like this," Twilight said. She stood, eyes downcast as she let out a slow and bitter chuckle. "I should have believed them."

"What about the ch-monster?" Sand Paper said. He spoke in a steady voice, but his hoof began grinding into the floor. Twilight, fortunately, just laughed again.

"Probably nothing," she said. She sighed, and embraced Sand Paper in a movement too sudden for him to stop. Twilight lightly bit his ear, running a hoof over his wing at the same time. "At least now they've left, we can start."

Sand Paper blushed. Jumping back, he knocked Twilight away in the process. Unfazed by the jolt, the mare looked at him with half-lidded eyes and gestured with a hoof, beckoning him further into the library.

"I-I have to go for a second, you just... wait," Sand Paper said. Gulping, he rushed out of the library. Escaping out the door before Twilight could react, he was quite a distance away before he stopped. With a few twists and turns between them, he doubted the mare could follow.

Thinking of what Rainbow Dash said, he went back to the Everfree. It was easy to retrace his steps back to the forest, far easier than it was for him to leave the forest, as he did just a few days ago. And he suspected that within its dark and uninviting trees he could find the changeling that had dumped him there, likely back to finish him off, Sly Shadow.

While just as hard to traverse as before, Sand Paper did his utmost to stick to a single straight line. Although he would sometimes lose his bearings, the forest doing little to help him as it bled into itself, he made a great effort to travel as straight as he could. He saw nothing to suggest where Sly Shadow was. But a few large, clawed prints gave him insight into why the ponies feared the forest.

He didn't come across the origin of these prints. But several felled trees, horribly mangled from giant slashes that left tiny splinters of wood strewn about the forest floor, made him thankful he hadn't.

Time ticked by, and a howling echoed through the forest. Sounding awfully close-by, Sand Paper sneaked toward it. Barely making a sound, only the lightest of soft padding against the ground could be heard. He hid behind a tree, and peaked around cautiously to see the source of the howl.

Wolves, made of branches that stuck out haphazardly around their forms, were gathered together in a clearing. Strangling a whimper before it emerged, Sand Paper pressed himself as close to the ground as he could. His fur and mane quickly changed to a dark brown, bearing more resemblance to the tree he huddled under.

Shallowly breathing, Sand Paper watched in unmoving silence. The wolves howled together, a deafening chorus that made Sand Paper shiver. One eventually bounded away from the clearing, soon followed by its brethren as the rest moved in one swoop to follow.

"I- I should just go back. He's already dead. Yeah... that's it," Sand Paper whispered. He peeked around, leaning his head only barely out of the cover of the tree as he scanned the clearing.

"I'm not shocked you talk to yourself," a scratchy voice said. Sand Paper hastily turned himself around, and found Rainbow Dash. She grinned at him, and it only grew as she continued. "I didn't expect you to actually come out here, but I guess it just makes things easier."

"What in Tartarus are you doing here?" Sand Paper said. His head spun wildly as he searched around, looking any other pony who may have followed her. He found nothing, and his focus settled solely on Rainbow Dash. She stood oddly confidently, seeming completely unaffected by the terrifying forest they were in.

"I'm not sure. I did tell you where the 'monster' was, but I didn't expect you to try and hunt me down," she paused, raising a hoof to her chin. As she contemplated him, her eyes flashed green and a horn appeared on her head. The curvy spike of it looking out of place on Rainbow's gaudy multicolored hair. "Their plan was to lure Twilight Sparkle away, then kill you and blame the zebra.

"Horribly racist, but I couldn't think of a better way to get you away from that powerhouse you snagged," Rainbow furrowed her brow, eyeing Sand Paper apprehensively. "I couldn't resist checking out the rumors about her myself. How did you pull it off? You're... you, how could you overpower a mare like that? But the proof is there, there's no way you could get her to act like that without some major mind-rape."

Rainbow circled him. In a burst of green flame, her light blue fur changed into the dark, black, and hard body of a changeling. Within seconds, Rainbow was gone and in her place was Sly Shadow. "All you had to do was curl up and die. The queen wanted us to be nice about it, but nobody wants to risk you coming back. I was hoping you'd let the forest do the job for me, but instead you managed to climb into bed with a miniature Celestia in a single fucking day!"

Sly Shadow closed his eyes, taking a deep and slow breath. "But it's fine. At least we can get another changeling to replace you and gather a reserve for the invasion."

"You were going to kill me!?" Sand Paper exclaimed. His brow furrowed, and he looked at Sly Shadow with an arrogant smirk. "And you were too much of a pussy to go through with it."

"Shut up, It's not easy!" Sly Shadow shouted. He advanced menacingly toward Sand Paper, horn lowering as it pointed toward him.

Backed into a tree, Sand Paper desperately looked around as Sly Shadow came toward him. Yelping, his search was cut short as a lance of fire went flying at him. Narrowly jumping out of its path, it left a smoldering stain etched where Sand Paper had been standing. Shaking, Sand Paper flung magic wildly at Sly Shadow.

Sand Paper surprised himself when, with little coaxing, a small inferno went blistering toward Sly Shadow. When it hit, Sly Shadow was engulfed in an explosion, large enough to cut chunks out of anything nearby. "Ha! You shouldn't have messed with me, you wimp!"

Sand Paper laughed, looking at where Sly Shadow had been standing. His victory was cut short when, instead of being turned to giblets, Sly Shadow stood with a thin bubble surrounding him. Sand Paper gazed in disbelief and started to make a hasty retreat. Unfortunately, Sly Shadow was quick to recover from any stupor.

"I've no idea how you got so much from her so fast, but you still don't know how to use it!" he flung himself toward Sand Paper. Crashing together, dirt flew into the air where they landed. Blows were exchanged, and Sly Shadow calmly dodged each wild lash of Sand Paper's hooves.

While most of Sand Paper's defense missed as he trashed madly, Sly Shadow moved more calmly. A single powerful hit, and a loud crack reverberated through the forest.

Sand Paper wheezed in pain, and saw Sly Shadow grin. Looking down, he saw a crack in his carapace. Large enough to see into himself, Sand Paper panicked as fleshy, red tissue that oozed blood stared back at him. His heart beat madly, each throb causing his exposed flesh to pulsate, quickly helping to build a small puddle of red around him.

"Don't worry, it won't take very long," Sly Shadow said, smiling, fangs exposed, at Sand Paper's wound. He drew his tongue across his lips, laughing as Sand Paper quickly pushed himself away, leaving a trail of blood behind him.

The air took on a reddish tinge, and Sand Paper could hear something chuckling malevolently out of view. Soon, it came closer, and a blood-red alicorn approached from behind Sly Shadow. As tall as any alicorn would be, he towered far above the average pony or changeling and a deep, terrifying voice came from him as he spoke in a thunderous boom. "My acolyte, It is good that you brought a sacrifice burgeoning with such power for me."

He stopped behind Sly Shadow, a dark and angry scowl upon him as he gazed down at Sand Paper. "Now, end him so that I, Crimson Blood Death-well, may be returned to my former power."

Sly Shadow, without turning, lost the predatory grin he had when attacking Sand Paper. Instead, confusion reigned as he looked through the corner of his eye at the newcomer. "Okay..."

"With his death, this world shall turn to ash!" Crimson began laughing manically, looking up into the sky that had now turned blood red.

Sly Shadow did not obey, and turned to face Crimson. Taking a crouched stance, his horn lit up as he raged. "I won't let you get in the queen's way either!"

Crimson laughing abruptly stopped as Sly Shadow's attack went slamming into him, knocking him to the ground. "You would attack your master?" Crimson said as he picked himself up, nimbly using his wings to propel himself up more easily. "It matters little, I shall find more servants yet."

Red lightning flew down from the sky, sending the ground flying all around Sly Shadow. Any debris that came close was deflected by a protective bubble and, with a roar, Sly Shadow once again crashed into Crimson. Their struggled continued, bolts of red and green flying randomly from them as neither emerged victorious.

Sand Paper watched, gasping for breath as he clung to life. Sly Shadow seemed taken up in his fight with Crimson, and neither seemed to be paying any mind to Sand Paper as they jumped from place to place, gracefully dodging projectiles of pure magic. Sand Paper, running on instinct, felt everything in him go toward one last desperate gambit. His horn exploded, and he was entombed in a bright light.

When it faded, the wound Sly Shadow had given him was healed. Instead of looking a sickly red as gooey flesh hung out from him, it now shined as if it had not ever been touched. Sadly, this trade had not been without cost and Sand Paper lay on the ground panting, barely able to focus on the world around him.

Sly Shadow and Crimson, still trading spells as they fought each other, seemed too embroiled with each other to notice what had happened as they continued their deadly dance. Sand Paper tried to flee, dragging himself up while being careful to avoid putting too much pressure on his newly healed injury, but found himself slow and clumsy as he struggled to move.

"You have recovered, and are still able to move? A worthy sacrifice indeed!" Crimson exclaimed, disengaging himself from Sly Shadow and looking at Sand Paper with a manic grin that threatened to split his muzzle in half. "Take heart in knowing your life shall reinvigorate the god of death!"

As red tendrils of doom emerged from Crimson, Sand Paper hobbled away. Cursing himself for not fleeing faster, and also cursing Sly Shadow for beating him up in the first place, he looked on helplessly as Crimson easily kept up with him.

Just when Crimson's red tentacles began to encroach upon Sand Paper, Sly Shadow came barreling out of wherever he had hidden himself and crashed into Crimson. With a painful thud, both of them went back to trying to rip pieces out of each other, along with the occasional attempt at magic.

Sand Paper fled as quickly as his battered body would allow. He wasn't very fast, but both Sly Shadow and Crimson seemed far too fixated on each other to pay any attention to him. With a slow and uneven hobble, he put as much distance as he could between them. Still feeling the effects of his recently-closed crushed chest, he didn't get very far before collapsing.

"Stupid random alicorns, always getting in the way," Sand paper muttered. He sat, watching the flashes of colorful light as the fight continued. "I would have won if it weren't for that."

"Still, maybe it would be best to go back to Ponyville," he sighed, casting a glance back at his wings. He gave them a few experimental flaps and a light breeze came from them. "Just until the alicorn is gone, to make it fair."

"I won't make it out of here on hoof. Can this finally be the day I fly?" slowly, a low buzz began, and Sand Paper began to force his wings to work. With baited breath, he slowly rose up, until he was above the tallest and most knotted of the Everfree Forest's trees and could see Ponyville off in the distance. Joyfully, he let out a triumphant whoop.

As both Sly Shadow and Crimson seemed to not notice his absence, Sand Paper took off toward Ponyville as his newly-working wings would allow. Which, despite his lack of experience with flight, seemed a great deal faster than walking.

"I wonder what he meant by invasion?"