How to be Cruel

by Erisn

Rating: teen
Tags: Dark, Tirek, Gore, My Little Pony: Friendship is Magic, Fluttershy
Length: 84520

Tirek is alone in his cell in Tartarus when he recieves an unexpected visitor. She says she's going to kill him. It's Fluttershy.

Everyone knows Fluttershy is the kindest, most gentle, loving pony in all of Equesteria. What they don't know is that she's also a killer. To protect Equestria from the true monsters, Fluttershy has learned how to kill, to be ruthless, all in the name of protecting her friends from harm.

This is the story of Fluttershy, and how she learned to be cruel.

Published 2014-10-14 16:00:10 UTC
Last updated 2015-12-15 01:40:09 UTC

Chapter 1: Homecoming

“You’re sure you won’t stay for the party?” Twilight Sparkle asked Fluttershy, concern in her voice.

“I’m sure,” Fluttershy said, offering up a weak smile and clutching her suitcase more tightly in case Twilight tried to take it away. “I’ve been away from my friends for far too long already. I’m sure they miss me and I miss them a lot.”

“Yeah, but you don’t need to go back right away, do you?” Rainbow Dash pointed out. She was hovering in midair with a party hat and a bottle of cider in one hoof. “Come on, the after-wedding party’s just getting started!”

“Plus we’re celebrating the defeat of Chrysalis and the changeling army,” Twilight added. “It’ll be a lot of fun. Free food and everything. You’re sure you want to go?”

“I’m sure,” Fluttershy said with as much determination as she could muster. “I don’t want my friends to think I’ve forgotten all about them. You should go back to the party though Twilight, Dash, I don’t want you to miss the fun.”

Twilight sighed, but she knew the folly of trying to talk Fluttershy out of something when her mind was made up. She could be more stubborn than Applejack or Rainbow Dash when she dug her hooves in. “If you’re really okay with that, I guess its fine,” she conceded. “I only wish we could say goodbye with everypony else. Where are Pinkie Pie, Applejack and Rarity anyways?”

Rainbow Dash fluttered slightly higher and shaded her eyes with one hoof. “Uh, let’s see. Pinkie Pie is dancing with all the ponies over there, Applejack is…selling pies and other apple stuff over by the food stands and Rarity is with a few ponies somewhere over there. They’re probably still talking about the wedding dress.”

“No doubt.” Twilight turned back to Fluttershy. “I can’t help but think that at least one of us should go back with you though, Fluttershy. All of Ponyville’s partying here in Canterlot, and there’s nopony for miles around. What if you fall and hurt yourself while we’re here? We won’t be back until tomorrow morning at the earliest.”

“Oh please,” Rainbow Dash rolled over in midair and sighed. “You worry too much, Twilight. Stop being an egghead for five minutes and relax, would ya? Nothing’s going to happen to Fluttershy. She can just go back on the train, check on her friends and see us tomorrow.”

“Exactly,” Fluttershy smiled. “And besides, I won’t be alone. All of my friends will be with me as well.”

“Except for the bear,” Twilight noted. “I’m still not sure how he got all the way out here.”

“Harry said he wanted to join the party,” Fluttershy said, turning to look behind her. In the distance, the shapes of many ponies and one huge silhouette of a bear were dancing in the sunset.

“Yeah, he dances pretty well for a bear.” Rainbow Dash turned over and looked in the opposite direction. “Hey, looks like the Wonderbolts are doing another performance! See you later Fluttershy!”

With that, Dash took off, flying towards a trio of distance blue specks surrounded by a large and admiring crowd. Twilight sighed again and turned back to Fluttershy, but without any real sense of frustration.

“I guess that’s my cue as well. I’m going to talk with Princess Celestia, maybe check out the library while I’m here. You’re sure you don’t want to stay?”

“Positive,” Fluttershy said for the twentieth time. “I’ll be fine Twilight, and I’ll see you tomorrow.”

“Okay,” Twilight said reluctantly, but Fluttershy was already climbing aboard the Canterlot Express. Twilight sighed again in exasperation. Fluttershy was one of the most unsociable ponies in all of Equestria. Even Twilight, a bookworm among bookworms was willing to party a bit and have some fun on tonight of all nights.

Shaking her head, the unicorn went back to the party to find Princess Celestia and discuss tax reforms of the last decade. Someday, Twilight would ensure that Fluttershy got out and had some excitement in her life for a change.

The ride back to Ponyville was short, and uneventful. Fluttershy spent most of her time staring out the window of her train car, thinking quietly. She had in fact mastered the art of quiet thinking as well as quiet speaking, walking, and even flying. She was a master of silence, and the train’s echoing emptiness suited her just fine. The only pony on board was Fluttershy and the conductor, who Fluttershy was sure would return to Canterlot and go out partying as soon as he finished transporting her.

It had been an exciting day by Fluttershy’s standards. Granted, Fluttershy would have considered seeing an unusual cloud in the sky an exciting day, but this one was genuinely amazing.

In the course of a few short hours, Fluttershy had gone from being a bridesmaid at the wedding of Princess Cadenza Mi Amore and Shining Armor to fighting off a changeling invasion, to watching the changeling army being defeated by the power of true love, to being a bridesmaid at the wedding again. Life was funny that way, Fluttershy concluded.

She was glad that she had been at the wedding. She was even more glad that Shining Armor hadn’t married Chrysalis and that she hadn’t been turned into changling chow as well. The thought of being eaten by a horde of the bug-pony-things was unpleasant, to say the least.

Fluttershy had an extensive vocabulary when it came to describing nice, fluffy, cute things and a whole host of technical terms for animal ailments, conditions, and body parts. However, her vocabulary of words to describe unpleasant things was limited. Therefore, her personal description of the viciously ferocious changlings that looked like a primordial cross of an insect and a pony was simply that they were…icky.

In truth, Fluttershy did her best to erase the events of the last 24 hours from her mind on her ride back to Ponyville. She had found over the course of a lifetime of avoiding problems that aside from not having any problems, the next best option was to forget the problems ever existed in the first place. So that’s what she did. Lulled by the setting sun and the rhythmic rumble of the train, Fluttershy fell asleep.

Fluttershy woke up as the train stopped. She got up, thanked the conductor who was already preparing for the return trip to Canterlot, and walked out into Ponyville. Then Fluttershy walked down the dirt road shining orange in the last light from the sun and walked towards her cottage, which lay on the edge of Ponyville.

There was no one in Ponyville. Nopony was there; not a single soul wandered the streets, nor did anypony call Fluttershy’s name. They were all gone at the party in Canterlot, or perhaps another party in one of the major cities around Equestria. From Manehatten to Cloudsdale, the entire kingdom was celebrating the wedding of Shining Armor and Cadence. Even the fillies and colts were out making merry, drinking apple cider, and dancing through the night.

Except for Fluttershy, that was. She didn’t like partying. Or rather, she liked the kind of parties that could most charitably be described as “silent”, “unobtrusive”, and “restrained”. If you were feeling charitable, that is. In truth, Fluttershy was uncomfortable in anything more exciting than a tea party with her animal friends. Like her companions, loud noises and sudden movement were frightening to Fluttershy, hence her desire to return to Ponyville.

That wasn’t the only reason, of course, nor even the most pressing one in Fluttershy’s mind. The plain and simple fact was that she wanted to be with her animal friends, to see that they were well, cuddle, and tell them of her latest adventure. It had been almost an entire day since she had been gone. That was nearly 24 hours without contact. In the paranoid depths of Fluttershy’s mind, she imagined that they had starved to death (although she had left them with enough food for a week), or they had run off to live somewhere else, or…

Fluttershy’s steps quickened and she moved at a faster pace down the lonely dirt road that led to the Everfree Forest and her home. It was slightly inconvenient to live so far from most of Ponyville, but the quiet and solitude were things that Fluttershy craved. Besides which, the effects of too many ponies often scared away some of her more timid woodland friends.

At last Fluttershy’s home appeared in sight, a moderate cottage build out of a tree and surrounded by nests, birdhouses and dens for her many and varied animal neighbors. Fluttershy sighed in relief. The paranoid imaginations of her mind dissipated as she was once more relieved by the sight of her house, intact and not burned to a cinder or destroyed by an earthquake.

Fluttershy trotted up the dirt road to her cottage. The lights were off inside, so she guessed that her friends had decided to call it an early night. Opening the door, Fluttershy called cheerfully inside, “I’m back! How is everyone?”

There was no reply. Immediately, Fluttershy felt a stab of panic, and then guilt. Surely no reply meant her friends were asleep. How inconsiderate it would be of her to wake them up! She would have to apologize to them in the morning.

Fluttershy tiptoed around the various small beds and nests in her house. It was very dark inside, the sun having finally disappeared over the horizon, so she could only make faint shapes out. She saw sleeping bodies scattered from bed to bed and smiled. Her friends were extremely liberal when it came to sleeping arrangements, and it wasn’t uncommon to find mice in the birdhouses or the birds sharing the attic with the bats.

Everyone was asleep then, and Fluttershy could put her worries to rest. Good. Still, as Fluttershy carefully navigated the dark living room she couldn’t help but think it was odd. Angel wasn’t awake to greet her. Normally, he’d have been bouncing up and down in front of her door, tapping his foot and waiting to greet her. This was double true because Fluttershy had told him that she’d be back around this time.

Maybe he was out? But no, it was too dark for that and Fluttershy knew Angel didn’t like the dark much. Perhaps he was mad at Fluttershy? Had she done something wrong? Fluttershy couldn’t remember, but it didn’t take much to make Angel angry. Her pulse quickened as a thought struck Fluttershy’s mind. What if he was sick? A sudden fever perhaps, leaving him bedridden…

Fluttershy didn’t run, but she did walk more quickly up the stairs of her house to the room where she and Angel slept. How odd. She couldn’t hear any of her friends snoring, when usually her house practically shook from the assembled nocturnal sighs and twittering from her guests. Still, this was a lesser concern compared to Fluttershy’s need to check on Angel.

Fluttershy put a hoof down on the second-highest step and nearly fell flat on her face as her hoof slipped. Only her wings kept her face from meeting hardwood floor as Fluttershy flappe desperately. Once she had regained composure, Fluttershy felt the stairway again. There it was. A wet spot, slightly sticky and just in the right place to make a careless pony slip. Oh dear.

Fluttershy knew her animal friends did their best to adopt pony customs, but sometimes their instincts did get the better of them. She hadn’t had a problem with it in the last few weeks, but every now and then one of her friends would…heed the call of nature as it were inside the house rather than outside. It was an unavoidable side effect of living with animals, sadly. Fluttershy would have to remember not to slip on that spot again, and she’d clean it up first thing tomorrow but for now—

Skirting the wetness, Fluttershy reached the second floor and went to the room she and Angel shared. Another oddity – it was closed shut. Fluttershy had a 24/7 open door policy usually, better to hear her friends at night and to make sure she wasn’t neglecting anyone. Angel knew this so why would he keep it closed? Maybe he was sick, and it was contagious. Fluttershy went to the door to open it but it was locked.

Shocked, Fluttershy rattled the handle and tried to pull the door open but was definitely locked. She had never locked the door to her house. She didn’t even remember where the key was. She thought about knocking, but Fluttershy was concerned she might wake whomever was inside. Instead, Fluttershy walked quickly downstairs avoiding the slippery spot. No one moved even though Fluttershy was making quite a bit of noise now, but Fluttershy had no time to stop and think. Her instincts screamed at her to find out what was happening, and there was only one was she could think to do that.

Fluttershy opened the door to her house and stepped outside. Immediately she turned around again and looked up towards the second floor. There. Her window, like her door was always open, and she saw it was slightly ajar even now. Fluttershy all but leapt into the air and pulled at her window, getting it wide enough to squeeze through as she tumbled into her room.

It was dark inside. The moon had yet to rise, no doubt due to Luna being swept away by the wedding party in Canterlot. What light there was came from a few distant stars and that was barely enough to see by outside. In Fluttershy’s room the darkness reigned, and with it came silence.

The back of Fluttershy’s neck tingled as she looked around frantically. She remembered that Angel had a cot to the side of her bed, but she couldn’t see it in the darkness. Neither could she find her bed, for some reason. Fluttershy took a few halting steps forward and stumbled as her foot caught some loose object that clattered away in the darkness.

Fluttershy stopped and took a deep breath. The last thing she wanted was to trip and wake up everyone. She couldn’t hear Angel, but she’d have to assume he was in the room. Her desire not to wake him up was being overruled by her immediate need to know if her was hurt, sick, or both. Softly, Fluttershy called into the dark room.

“Angel? Are you there Angel?”

There was no reply, but Fluttershy caught the slightest rustle to her left. She thought that was where her wardrobe was. Turning, Fluttershy called softly again. “Angel? It’s me, Fluttershy. Is there something wrong? I’m back from Canterlot – are you angry with me for being gone to long? Please don’t be angry Angel, I had to go to the wedding.”

More shuffling, and now Fluttershy could hear the skittering and bumping of many claws and feet. It sounded like lots of her friends were inside the wardrobe. Suddenly, Fluttershy felt a surge of relief.

“You’re playing a prank on me, aren’t you?” She asked teasingly. “You all hid and locked the door so I couldn’t come in. Well, very funny. Now come out and let’s turn on the lights! You won’t believe the day I’ve had.”

There was more thumping and then the wardrobe doors burst open, and Fluttershy felt something hit her directly in the chest. She nearly fell over in surprise, but the being that had hit her had no real mass and so she only stumbled back. She groped around and found a small body, huddled against her, clinging so tightly to her as to be painful.

Something was wrong. The small creature was making a high-pitched wailing sound, and it was shivering against Fluttershy as it held onto her. It felt like Angel. It sounded like Angel, but it, he also sounded terrified. Fluttershy tried to pet her friend, but she couldn’t see anything in the darkness. Whispering soothing words, Fluttershy groped around in the darkness. She knew she had a candle and matches somewhere in her room, but everything seemed jumbled up and out of place.

At last, Fluttershy’s hoof kicked a cylinder on the ground which turned out to be her candle. Fortunately, the box of matches was close by as well. Gently holding the matches and candle well away from Angel and herself, Fluttershy struck a match and lit the candle. A small light filled the room with yellow, flickering light, temporarily blinding Fluttershy.

Blinking, Fluttershy looked around and then down at Angel. There he was, clinging to her with all his strength, and Fluttershy felt a knot in her chest untie itself to see him. But…something was wrong. Something was very wrong.

The candle threw shadows against the wall and made them dance and waver. It was a feeble light that it gave off, made of inferior wax and a damp wick. But it was enough to see by, and what Fluttershy saw were Angel’s injuries.

His fur was matted and covered in dirt. His pristine fur that he prized and took care of with exacting care was filthy and full of twigs. That was the first shock. But Fluttershy also saw his paws and feet were bruised, and his head sported a terrible scratch. Worst of all though was his eyes. Angel’s eyes were red and tear-stained. He had been crying.

Angel never cried.

In a trance, Fluttershy held him to her chest and gently stroked his head. She tried asking him what had happened, but he only clung to her and quivered. She could feel his heart beating fast, thundering so quick she could barely make out individual heartbeats. The only sound he would make was that same high-pitched keening, that was both loud and quiet, as if he feared to make too much noise.

Helplessly, Fluttershy looked around to discover a clue as to why Angel was so distraught. Her eyes fell on a scene of splinters and pieces of wood that had been her room. Instead of the lovingly crafted furniture she remembered, Fluttershy only saw pieces of wood strewn about her room. In place of her bed, she found fragments and pieces of cloth. There was no piece of furniture left standing upright, save for her wardrobe. That at least had remained intact.

Thick oaken paneling had saved it from the same fate that the rest of her room had suffered, and yet Fluttershy saw scratches, gouges taken out of the wood and it looked like the doors had been smashed repeatedly by something heavy.

Something moved in the depths of the wardrobe. Fluttershy froze in fear, candle half-raised as more somethings moved about in the depths of her closet. But what emerged was on the small face of a mouse, peering out and then shrinking back into the closet. It saw her and gave a start of fear, but then recognized her. The mouse cried out and leapt from the closet to hurtle itself at Fluttershy, hugging her just as tightly with its small paws.

As if a dam had burst, more shapes followed the mouse, revealing themselves as Fluttershy’s animal friends, birds and squirrels and chipmunks alike, all small critters who lived with Fluttershy, nearly ten in all. They covered Fluttershy, a small mass of bodies who held her as if their lives depended on it. All were filthy, cut in several places and petrified with fear.

Fluttershy was at first too stunned to think or even move. But her instincts ruled her body as keenly as her brain, and she tried to soothe each of her friends. Unlike when they had a nightmare or a bad surprise however, her calming words and touch had no effect on the small bodies. They only held on tighter, and try as she might, Fluttershy couldn’t get them to tell her anything.

Fluttershy held the small mouse to her and whispered softly to him, but he was curled into a tight ball, eyes shut tight. Or rather, one eye shut tight. Fluttershy looked closer. In the darkness, she hadn’t seen it, but…

The mouse’s left eye was shut tight as he quivered against her, but his right eye wasn’t shut. It wasn’t there at all. It was missing. More than that, his entire eyelid was missing. In fact, the entire right side of his face was missing. Something had cut part of his skin away and barely missed his bones. And the injury was fresh, fresh enough that his blood was still not fully clotted. Spots of his blood clung to Fluttershy’s skin.

And his wasn’t the only injury. Fluttershy saw a chipmunk missing a tail, a bird with one wing. Something had attacked her friends, and they were covered in injuries. And blood.

Fluttershy felt something drop out of the center of her stomach. Her eyes felt tight, and there was a dull ringing in the back of her mind. She looked from animal to animal and saw that each was covered in cuts and gashes. Her mind was screaming, but Fluttershy couldn’t think. She couldn’t breathe right, only in small gasps of air.

As if in a trance, Fluttershy stumbled towards her door. She saw that the key was still in the lock and turned it. Then she left her room, animals still clinging to every part of her body.

Fluttershy walked down the corridor on the second floor, and then down the stairs. As she went, she looked at the wetness on the steps. It was red, a pool of sticky redness that dripped slowly. In fact, the entire stairwell was covered in spots of red. Flutershy knew that meant something but she couldn’t think. She could only walk down the stairs, and into her living room.

It was dark here too. Her candle didn’t even reach the corners of the room. But F’uttershy's legs carried her to one corner of the room, the spot where her friends usually slept.

There they were, lying together. Fluttershy felt something move in her chest, something relax. But as she drew closer, Fluttershy saw that none of the shapes were moving. No form stirred, not to draw a breath of air, not to turn over, not a single body.

The distance between Fluttershy and the shapes was several feet, and her candle was too dim. Fluttershy walked closer, slowly, step by step. Something in her didn’t want to move forwards, but she couldn’t stop. Slow step by step. The candle she held was a truly poor one, bought in packs of ten for one bit. It barely illuminated more than a foot around Fluttershy. Yes, there were shapes lying on the ground like they should be. Slumbering forms perhaps, and yet…

The shapes were too small. There were too many bodies lying down. And…and they glistened in the candle’s light. Fluttershy was only three feet away, but her hooves stopped. She couldn’t make herself go any closer. Her mind was screaming wordlessly, but the rest of her was numb.

Fluttershy felt something touch her hoof and started. She raised her hoof, but couldn’t see anything. Just darkness. She put her hoof down gingerly and felt it again. Wetness. Lots of wetness. Liquid, in fact. It was too dark to see.

Automatically, Fluttershy lowered the candle. She peered at the ground. And then she saw the blood. There was a lot of it.

Chapter 2: Terrible Choices

Blood doesn’t evaporate. It doesn’t go away with time. That’s what many people forget. Even when the water in the blood disperses, the rest remains. Not that the blood here had dried up in any case. It was still fresh.

And it was everywhere. It was spattered on the walls, covering the ground, and pooling in dark puddles around the bodies. That Fluttershy hadn’t stepped in any of the blood was due only to her care in avoiding what she had thought were her animal friends asleep. It was there the blood ran thickest.

They had fallen where they had died, in twos and threes, spaced at irregular intervals. Their bodies told a story, although it would only be until later that Fluttershy understood it. Most of her friends had died in the initial attack, a large pile of…of limbs and other parts clustered near the door. Others had run in confusion and been cut down. The rest had made for the stairs, the doorway having been blocked and those that hadn’t escaped had been cut down from behind.

Not just cut down. Eaten. Chewed. Torn at by something sharp. Fluttershy had treated enough wounds to know that what had ripped her friends apart hadn’t been the blade of a knife, but the tearing force of teeth and the crushing power of something much heavier than they were. This is what she understood, but she still didn’t comprehend.

They were in front of her. Her friends. They were in little tiny pieces, and covered in blood. Somehow, that was worse. There was nothing to remind Fluttershy of her friends in the flesh strewn across the floor. No faces to jog her memory, no features that stood out among the carnage. It was just…meat. And blood. There was nothing for her to remember.

Fluttershy knelt on her hardwood floor and looked closely at one of the puddles. A few bits of flesh and splintered bone were covered in blood. She touched a piece experimentally. She felt something wet and still retaining a hint of warmth. She pulled her hoof away at once and looked at it. A messy imprint of blood stained her hoof, glistening in the single light of the candle.

Fluttershy blacked out. She didn’t remember anything, feel anything, but only had the vague recollection of memory. Throwing up, screaming, passing out, and then waking up seconds later. Running, crashing into furniture, nearly slipping on the blood and then bursting out the door of her cottage and running, running away towards Ponyville until she was stopped.

By Angel.

He stood in her way as she leapt from the cottage and ran down the dirt path and didn’t move. Even in her incoherent panic, Fluttershy stopped before she ran him over. Fluttershy tried to dart around him but Angel was faster. He blocked her as she moved left, and then hopped in front of her again as she tried to dodge right. His face was set in the customary scowl Fluttershy had seen so often but this time it was grimmer, darker, and expectant. He was waiting for something.

It took Fluttershy a while to remember how speak. When she did, the words burst out of her, tumbling in their rush to escape. “We have to run Angel! Run away now!”

Angel stared at Fluttershy and shook his head. Fluttershy, already agitated beyond belief responded by grabbing him and shaking him bodily.

“We have to leave Angel!” She said, more urgently than before. “Before whatever did that comes back!”

Angel shook his head again.

The method by which Fluttershy communicates with animals has never been fully analyzed, but in short it is closer to instinct and advanced linguistic skill than anything else. It is not guesswork, but nor is it psychic ability. Fluttershy simply possesses extreme empathy, to the extent that she can notice the subtle shifts in expression and posture even among different species. But that does not mean complete understanding, nor instant comprehension if her attention is not focused or the animal in question is unknown to her. And in Fluttershy’s current condition, all she could see was Angel telling her “no”.

“Don’t you understand?” She shrieked at him, lifting him to eye level and raising her voice. “Something killed everyone! Something is out in the woods! We need to go! Leave!”

Another shake of the head. Fluttershy’s remaining patience snapped with her nerve.

“We can’t stay here! We have to GO! It’s going to COME AFTER US and EAT US. We have to RUN AWAY NOW! Do you understand? DO YOU UNDERSTAND!?”

Fluttershy realized she was shaking Angel so hard his bones were rattling. She stopped as soon as she realized, but still Angel was moving, shaking his head as violently as she had shook him.

Fluttershy put Angel on the ground gently. He stared up at her. A small part of the panic and terror overwhelming Fluttershy’s mind retreated just enough for her to think. She took a deep shuddering breath, realizing only now that her mouth was still covered in vomit and digestive juices. Absently she swiped at her mouth with a hoof.

“Okay Angel, what are you trying to say?”

Her small friend just stared at Fluttershy. He didn’t need to speak; her look was enough for her to read.

“You don’t want me to leave,” Fluttershy guessed.

A small nod. Yes.

“Why?”

No response. Fluttershy tried again.

“Something came here when I was gone, didn’t it?”

A nod.

“Something bad. It came here and k—” Fluttershy stopped and tried to make her mouth say the word. “K—” It wouldn’t come out. “Something came here and hurt everyone.”

Another nod.

“But you hid with some others until it left and I came back.”

Once again, there was no response, but Fluttershy sensed Angel’s affirmative, telling her in language without words that she was right.

“And now I’m here, but you don’t want to run away. Why? It’s really dangerous, right?”

Nod. Nod.

“Do you know what it is? A manticore, maybe?”

A quick shake of the head. No. And Angel knew every species Fluttershy did. Whatever this was, it was something unknown.

“If it’s dangerous, we should run.” Fluttershy pointed out.

Nod.

“But then why don’t you want me to go?” Fluttershy burst out.

Angel paused until he had Fluttershy’s attention. Then he pointed down the road to Ponyville, to Fluttershy, to Ponyville again and shrugged his shoulders.

“What do you mean, “how” Angel? You know Ponyville is only a few minutes away. It won’t take long to go there unless…” Fluttershy had a horrible thought. “It’s not lying in wait for us, it is?”

A vigorous shake of the head. No.

“Then why? We can run down to Ponyville, alert the others…” Fluttershy’s voice suddenly trailed off. There were no ponies in Ponyville, or anywhere nearby for that matter. Everyone was celebrating the wedding, not asleep in their homes as they normally would be.

“W-well, even if they’re not here, there are lots of ponies at Canterlot. Everypony I know is there and so is Princess Celestia and Twilight and lots of guard ponies. We can go to them and they’ll take care of it!”

Angel tapped his foot impatiently. How?

Fluttershy’s mind spun frantically. “We can take a train!”

Angel’s foot tapped again, and Fluttershy realized the last train had been the one taking her here, and had already returned to Canterlot.

“We don’t have to take the train, then. We can run! Or walk.”

Angel shook his head. Impossible.

“Why not?” Fluttershy asked desperately. “It would take all night, but we’d make it.”

Angel pointed to the forest, and then to Fluttershy.

“Oh no.” Fluttershy realized what he was saying. “No, it wouldn’t…follow us, would it?”

Nod, nod.

“Is it out there watching us?” Fluttershy took several steps back to the cottage.

Angel shook his head and waved a paw in a wide circle.

“Around? Looking for what? Other ponies?”

Shrug and a nod.

“But then we could sneak away and leave!” Fluttershy argued. “It’s risk but…”

Angel pointed back into the house. Fluttershy turned her head.

“In there? But what…everyone else? They can come too. We can all go together.”

Shake, shake. A dragging foot, a limp arm.

“But even if they have broken bones…”

Limp flapping of one arm.

“Torn…broken and torn wings?”

More flapping.

“…Missing wings, even then. I could carry them on my back, right? I mean, it might be slower but…” Fluttershy’s brain finally caught up with her mouth and she stopped. Angel was just looking at her.

She was one of Equestria’s most knowledgeable ponies when it came to animals. She knew what Angel knew just as well. Any predator, any hunter had a keen sense of smell and/or sight. Anything that left a trail of blood or was injured would be easy to follow. Easy prey, and a single predator could move ten times faster than one pony carrying a dozen wounded animals.

Fluttershy’s voice was very small now. “Angel, we can’t leave, can we? Not unless we abandon everyone else.”

Angel nodded once.

Fluttershy took a deep breath. And then another. She felt she wasn’t getting enough oxygen from that alone so she took another breath. And another. Angel did nothing as he watched Fluttershy’s breathing grow increasingly more shallow and frenzied. Before long Fluttershy was in a state of extreme hyperventilation, making sounds normally associated with a dying fish rather than a pony. At this point, Angel gave a single hop over to Fluttershy’s left hoof and kicked it as hard as he could.

Fluttershy stopped her panic attack and said, “Ow.” She thought about that statement for a little while and then said, “That hurt, Angel.” After a few more seconds, Fluttershy relaxed her body, which had been taught with tension. “Thank you, Angel, I’m quite better now,” Fluttershy said. “I’m no longer panicking.”

This was true. Fluttershy had gone clean through panic and out the other side into the realms of true terror. It was quite relaxing if you ignored the feeling of your heart clawing its way out of your chest. Fluttershy took a deep breath once more, and then looked at Angel.

“Okay Angel. I’m very sorry I’ve been so silly. But you’re right. We can’t run or hide and so we’re going to face this thing down instead.” Fluttershy’s face did not harden, but adopted an uncharacteristically resolute expression. “No matter who it is, I won’t let them get away with this.”

Angel nodded enthusiastically, hopping from one foot to another in excitement.

“Whoever it is will feel the full fury of my wrath.”

Angel leapt up and down, making fists and punching at the air as Fluttershy continued.

“When I find whoever did this, I’m going to grab them, look them straight in the eye, and give them the scolding of a lifetime!”

Angel stopped mid-bounce, and crashed back to the ground. He didn’t seem to notice this however, and stared at Fluttershy is disbelief.

“Oh yes,” Fluttershy continued, oblivious. “I’m not going to let it get away. I’m going to give my Grade-A, super-Fluttershy scolding to it, and I’m going to even use The Stare as well. I may even go as far as to shout. When I’m done, whoever it is will be very, very sorry.” Fluttershy hesitated, and then she turned to Angel. “What do you think, Angel? Am I being too mean? I don’t think I am, but I don’t want anger to cloud my judgment, do you?”

Fluttershy’s words died in her throat as she met Angel’s eyes. His face wasn’t angry, but nor was it sad. It was just…blank. She was used to his anger, and knew his scowl as well as she knew her own smile. But her small bunny was staring at Fluttershy as if he was looking at her for the first time.

“Angel? What’s wrong?” Fluttershy faltered. “Was I…being too harsh? I mean, it…killed so many and he hurt you and everyone else. I just thought I should be as mean as possible but I-I don’t want you to think I’m being cruel—”

Angel’s face stayed blank and unchanging, but then something broke. His eyes filled with tears and he ran back inside Fluttershy’s house.

“Angel!” Fluttershy called, but the door slamming was her only reply. She wavered only for a moment, but then ran back to her home and rushed inside.

The sight of the blood and bodies appeared in Fluttershy’s vision the moment she entered and she stopped, feeling faint. That was when the smell finally caught up with her; a rotting, putrid odour she hadn’t noticed before.

Fluttershy just made it to a window in time to open it and vomit again. There wasn’t much this time, but she hung over the windowsill rather than turn her head and confront the scene back inside. She only moved when she heard something go clang on the wooden floor.

Hesitantly, Fluttershy turned, hastily averting her eyes from the carnage and saw a shape struggling in the darkness across the room. It was Angel. He was trying to lift something off the floor, and not succeeding. Instinctively, Fluttershy moved to help him carry his burden, but halted again when she saw what he was holding.

It was a knife.

To be more precise, it was the one knife Fluttershy owned. In keeping with her character, sharp or even not-so-blunt objects scared her, which was why she tried to keep anything with a point out of her house. Nevertheless, food had to be chopped when cooking and so Fluttershy had purchased and maintained a single cooking knife.

It was very sharp. It had to be to cut all the vegetables, and required almost daily sharpening. This had consequently reduced the density of the blade to something resembling paper, but it was nevertheless by far the most dangerous instrument in Fluttershy’s entire cottage. Needless to say, she banned anyone save her from even touching it and kept it high on top of her cupboards, hidden from everyone else. Except for Angel, of course.

He held it now, in both paws. For Fluttershy it was a medium-sized knife but for Angel it was longer than he was and just as heavy. He couldn’t even lift it off the floor and instead dragged it behind him. As he approached Fluttershy Angel lifted the knife and tossed it towards her with a dull thump.

Fluttershy took a step back. “W-what are you doing with that Angel?” She asked. “Why do you have a knife?”

Angel made no response, but looked Fluttershy in the eye. Once again, Fluttershy stared at an expression she had never seen before on Angel’s face. It wasn’t angry, and it wasn’t sad. It was blank; empty. But Angel’s eyes stared into Fluttershy’s own and stared through them, looking at some part of Fluttershy that lay beneath skin and bone.

Fluttershy shuddered and looked away. “I don’t know what you want, Angel.” She said, avoiding his gaze. “You’re going to have to speak up if you want me to understand.”

Angel did not speak. Instead, he pointed to the knife, and then to Fluttershy. His eyes never left her face.

“Knife? What do you want me to do with a knife? I’m afraid I don’t follow,” Fluttershy lied. She swallowed, still unable to look at Angel. Instead she addressed the floor. “You know, I think I’ve been a little too lenient in my thinking. I really should yell at whoever it was – maybe even scare them a bit. I’m sure that when Twilight and the others come, they’ll be able to help me deal with the problem, so for now I should just...just warn whoever it is and wait for dawn, okay?”

Fluttershy’s voice regained a little bit of its confidence now she was on firmer ground. “Yes, Twilight will know what to do I’m sure. And if there’s any trouble, Rainbow Dash or Applejack could handle it. They’re really good with big problems. We can just stay here and close the door in fact. We can even lock the windows. I’m sure we’ll be fine so long as we don’t go ou—”

Angel slapped her. The little rabbit had to jump up to reach Fluttershy’s head, and he possessed little physical strength. However, rabbits have claws, and his were sharp and untrimmed. They left a line of red across Fluttershy’s cheek as she stumbled back, one hoof pressed to her face, eyes wide with shock. More than anything, the fact that Angel had hit her had stunned Fluttershy the most.

Angel stared at Fluttershy for a moment, and then hopped back to the knife. He kicked the handle gently, sending it spinning towards Fluttershy.

She reacted by stepping back again, raising one hoof to avoid the sharp edge as the knife stopped by her hoof. Angel waited until Fluttershy’s attention was on her, and then pointed to the knife again. Then he pointed directly at Fluttershy once more.

“Angel,” Fluttershy’s voice was a hoarse whisper now. “I can’t do that.” In the silence, the sound of her swallowing was especially loud. “That’s not…you know me, Angel. I could never do something like that.”

Angel just pointed to a spot in the darkness. Fluttershy did not have to look to see what it was. Flesh. Bone. Pieces of a creature both Fluttershy and Angel had called friend.

“Even then,” Fluttershy heard her own voice echoing through the room. “Even then, Angel. It’s not me. No pony kills. There’s always a better option than that. Always.”

Angel looked levelly at Fluttershy. He spread his paws, holding them out expectantly as he tilted his head to one side.

“I don’t know,” Fluttershy whispered. “I’m not a smart pony, not like Twilight. But I’m sure there’s another way. If we wait, we could find it. Surely…”

Angel stepped forwards and touched the knife and pointed to Fluttershy. Then he shrugged, and pointed to himself and the blood.

“I wouldn’t let that happen to you, Angel.” Fluttershy said, but Angel shook his head again. He held both paws out and looked at her. How?

“We could run away.”

He shook his head. It was impossible.

“We could hide.”

He shook his head. They would be found.

“I would defend you.”

He held out both paws again. How?

And Fluttershy looked down at the knife and had no answer. Angel hopped over to the knife and pushed it towards Fluttershy again.

Fluttershy took another step back, but stopped in horror as her foot landed on something soft. She jerked, jumping half into the air as she saw what she had stepped in. It was one of the pools of blood, still liquid and spreading slowly across the wood floor. The knife’s hilt was already stained red in places where it had touched the blood.

Her eyes couldn’t leave the sight of the knife stained with blood. Fluttershy landed slowly on a dry patch of floor and looked slowly from the knife to Angel. Her mouth opened, ready for another excuse, but her brain wasn’t cooperating.

A rustle of movement caused Fluttershy’s head to snap up. She stared at the stairwell, and found eyes staring back. Her heart leapt and skipped before she realized it was the rest of her surviving friends. They clustered together, a small huddle of bodies and stared down at the tableau below. Angel and Fluttershy in a room covered in blood and with the knife.

Fluttershy tried to say it was impossible, but she couldn’t say it. The eyes just kept staring at her, the same expression mirrored on fifteen different faces. The same blank, intent look focused on Fluttershy. Waiting for something.

Fluttershy looked from face to face. Each one was the same, terrifying in its intensity, but quite still. Almost emotionless, in fact, until you looked in their eyes and saw the fear. It shone in every eye, the mortal terror Fluttershy knew only too well. The fear that made her want to hide forever, that crippled action and made mockery out of bravery. But despite this they did none of these things. Instead, they stared at Fluttershy.

She was frozen. In the silence of the night, her house was kept in a moment out of time. Fluttershy, standing in the center of a room full of death and blood, among the pieces of those she had called friend. At her feet lay the knife, and on her were the eyes of her friends and Angel himself. But she could not move, not speak a word nor act.

It felt as though her heart was being torn apart. Fluttershy felt a terrible pain, and the beat of her heart increased until it was a hammering drum, threatening to burst out of her chest. And still, she couldn’t move, not act.

Time passed, but slowly, where each moment stopped and became infinity before passing. But a terrible battle raged within Fluttershy, threatening to consume her as parts of her screamed different things and her entire soul shrieked in the silence.

At last, after a millennia of debate, Fluttershy was able to move again and slowly bowed her head, trying to make her voice work again. She would say it. She would tell them she couldn’t do it. She would. Fluttershy opened her mouth.

And then she saw the moonlight.

At some point during the night, Luna must have remembered her celestial duties for the moon hung high in the sky. It was a waning crescent of a moon, providing faint illumination to see by but it was far brighter than the darkness. And the light of the moon shone down into Fluttershy’s cottage and illuminated everything.

The knife. The bodies. The blood. And Angel’s face, set in an expression Fluttershy had never seen before. And what Fluttershy had not seen before. The tears still caught on his fur, the tears she had never seen him shed before.

Slowly, Fluttershy bent down and picked up the knife. She had to do it with her mouth; her hooves could hold it of course, but she couldn’t easily walk and hold something at the same time.

Something wet touched Fluttershy’s lips and she tasted something metallic and wet.

Blood.

Fluttershy dry heaved, but nothing came up. Her mouth felt clammy and full of dust, but she didn’t drop the knife.

Angel looked at Fluttershy once, and then hopped towards the door. He and Fluttershy both skirted the pool of blood of body parts and stopped at the door. Angel pushed it open gently and hopped out into the night.

Fluttershy’s legs felt weak and her body trembled from head to toe. But she spared only a single glance back inside. At her few surviving friends, huddled together and watching her with fear in their eyes. At the death that had come to her other friends. And finally at the moon. Then Fluttershy bowed her head and stepped out of her house as the moon shone down brightly.

She followed Angel into the night, carrying the knife.

Chapter 3: Lone Soldier

Fluttershy walked through the Everfree Forest at night, holding a knife in her mouth. It was an uncomfortable block of wood, hard and painful to hold. Small wounds from the handle’s friction filled Fluttershy’s mouth with the acrid tang of blood. Yet she did not taste it.

The ground beneath her hooves was hard and rocky; an untamed piece of land. Twigs and low-hanging branches grabbed at Fluttershy’s mane. The night’s wind chilled her to the bone. Yet she felt none of it.

The rustling of the wind through the trees filled the world, yet Fluttershy did not hear it. The rich scent of the soil mixed with the sweet, heavy scent in the air, predicting rain, yet Fluttershy did not smell it.

She did not hear, smell, feel, or taste anything. Had it not been for her eyes, Fluttershy would have believed she was in a world of emptiness. But her eyes were her one link to the world.

In the dark shadows of the forest, between the silver patches of moonlight a shape hopped along in front of her. It was small and white, a small ghost in an empty forest. It was the only brightness in a world devoid of brilliance. Occasionally, it would stop and peer at the ground, and then continue on, unceasing; following a path Fluttershy could not see.

And she followed the shape. Her mind did not actively think about it – it was something her body did without any input from her brain. Her consciousness was flipped off and hiding, leaving only Fluttershy’s instincts to follow the single point of guidance she had.

On she walked, tripping over tree roots, walking into bushes, a sleeper trapped in a wake body, following Angel as he crossed through the forest.

The rest of Fluttershy was not completely asleep, however. Parts of her were still awake. They argued and fought in Fluttershy’s mind, disturbing the silence of the forest. They screamed words such as ‘mercy’ and ‘forgiveness’ just as other parts of her soul screamed out ‘murder’ and ‘killer’. These words came not from Fluttershy’s normal mind, but somewhere darker, deeper, something deep in her heart that had been only a shadow until now. But it grew and rose until it threatened to take over her entire being.

Over time, the path Angel followed became easier to follow. At first, it was just footprints in the dirt, a snapped branch to mark the way. But then the trail was marked with blood. And bodies.

Fluttershy’s eyes recorded it all, although her legs never faltered. A sparrow was torn in two at the base of a tree; a nest and the eggs lying broken and shattered beside it. A beaver was missing its tail and it’s head. A family of mice had been killed, and only the tails and their blood remained. This is what Fluttershy saw, but she still moved on, engraving each scene in her heart as she did.

The voices in Fluttershy cried and screamed as they saw each sight, but while the ones crying out for forgiveness weakened, the other voices grew and rose with each body. They filled Fluttershy’s ears until all she heard was the beating of blood, and saw only the dead lying before her.

But something else was in her heart, and it was fear. The piercing dagger of fear twisted in her even as parts of her raged to do what the rest of her was unable to imagine. And it was this fear that grew stronger, growing alongside the other, unnamed emotion rising within her. They threatened to consume her, such emotions. And Fluttershy found it harder and harder to ignore them, for while kindness is a warm, gentle emotion, it is nevertheless easily drowned out by darker desires.

A raindrop hit Fluttershy on the head, startling her out of her reverie and sending her jumping up into the air out of fright. She landed sheepishly and looked up. The first drizzle of rain was beginning to fall; a light layer of storm clouds obscuring most of the sky save for where the moon shone through.

What a shame, Fluttershy would have said if her mouth were not full of knife. Even a small amount of rain would make it hard, if not impossible to track the mystery killer. It would also dampen any scents in the air, making it hard in turn for the monster to find its way back to Fluttershy’s home. Fluttershy turned to share this thought with Angel when she realized that he had stopped. He was looking at something through the trees and standing completely still, the stillness of a small animal who has seen a predator.

Fluttershy’s heart started to pound wildly. She might have started to hyperventilate again, but fear made her take only the shallowest of breaths as she crept towards Angel. Suddenly, she could feel every grain and knot on the knife’s hilt in her mouth.

Her heartbeat was the only sound in a too-quiet world. Slowly, Fluttershy bent her head to peer through the foliage where Angel stood. Beyond her, in a small clearing of trees was a clearing, a small outlet of grass, gleaming in the moonlight and the drizzle.

And in that clearing was a pony.

Fluttershy had to squint to see the figure, but it was there, and unmistakable. A pony’s silhouette stood out among the gently illuminated clearing, head bend down towards the grass. Fluttershy frowned as she heard something. There was a low, squishing sound, even a slight grinding noise coming from the clearing. It was coming from where the pony was standing, but she couldn’t see—

The pony reached down and pulled a red string of something off of the ground and Fluttershy realized in one horrific moment what was happening. The pony was eating an animal.

Fluttershy was too stunned to act for five seconds, but then she tried to run at the pony. Only Angel seizing one of her legs stopped Fluttershy. She tried to prize him free, silently, but he hung on just as firmly, refusing to budge. All Fluttershy knew was that she had to stop this pony, one of her fellow Equestrians, from committing any more heinous acts.

Fluttershy was just about to call out to the pony, and Angel was trying just as desperately to hold her mouth shut when the pony rose from its meal. And then it stepped closer, into the light of the moon and Fluttershy felt the icy shock of recognition freeze every muscle in her body.

Fluttershy had thought she had seen a pony’s silhouette in the darkness of the night. But was it came closer, she realized her mistake. The darkness of the pony’s body was no shadow or trick of the light, but its true coat. And in fact, it wasn’t a coat of hair the pony had, but rather a layer of black exoskeleton that shone dully in the moonlight. And that meant the ‘pony’ wasn’t really a pony at all. In fact, that meant it was—

A changeling stepped into the center of the clearing, a killer walking. Instead of a pony’s soft skin, the changeling had the armor of insects, shiny and black. Where its legs rested, Fluttershy could see gaping holes in each leg, as if something had carved a neat oval out of its body. The changeling had a horn and wings, yet not the beautiful, straight horns of unicorns but a twisted spike, meant only for violence. And their wings were not made of feathers, but some kind of insect’s membrane.

It was a twisted, dark mockery of a pony, but that wasn’t the changeling’s most terrifying feature, no. The changeling had sharp, pointed teeth. The teeth of a predator, a killer. And they were red with blood. And the blood was fresh.

Fluttershy was lost in horror, and so far into shock that she didn’t even feel Angel drop off her leg and dash behind a tree. She couldn’t have moved if her life depended on it, and fortunately for her, her life was protected by the screen of leaves and branches between her and the changeling. Nevertheless, one thing caught her eye.

As the changeling turned back towards what remained of its food, Fluttershy saw its back hoof seemed…cracked. Something green was oozing from beneath the chitinous armor, and she also saw that one of its wings was twisted the wrong was round. The changeling limped rather than walked, and Fluttershy saw its expression contort in pain or rage.

In a flash of insight, Fluttershy understood more about what had truly happened as all the pieces fell into place. When the magic of Shining Armor and Cadence’s spell had blasted the changeling army and Chrysalis out of Canterlot, it hadn’t killed them or disintegrated them, merely thrown them far away. Every pony had assumed they had been thrown out of Equesteria, but there’s always the exception. And here it was, the changeling that hadn’t been thrown far enough and had landed just outside of Ponyville.

One soldier. One lone soldier left behind enemy lines, wounded, angry, and determined to take down as many of the enemy as possible. Not a threat to a nation, but a dagger to Ponyville’s heart and death itself for Fluttershy and her friends.

Fluttershy felt the knife in her mouth and suddenly she was completely conscious of how awkwardly it fit in her mouth, the small cuts it had opened, and the heavy weight of it. It did not belong, nor should she have taken it. It was a mistake.

What had she been thinking? She hadn’t, that was the answer. A knife was certainly dangerous, it is true, but what had possessed her to take it? Angel clearly believed in its efficacy, but Fluttershy should have known better. Against any monster in the Everfree forest, a knife would be as useless as a sneeze.

A changeling was better than a manticore, but that didn’t really matter because the person who would be fighting changeling or manticore was Fluttershy. Aside from her aversion to violence and pacifistic nature, she had all the combat experience of a duck. She had survived the changeling invasion of Cantelot by ducking, running away, and letting her friends do all the fighting. She had only picked up the knife because a part of her had been filled with…rage. But now that emotion was dead, and Fluttershy realized just how foolish she had been.

She could never defeat a changeling, not by herself. That was suicide, plain and simple. Maybe she could have scared off a bear cub, or a timberwolf or a dragon the size of…Spike, but not this. It wasn’t cowardice – well, it wasn’t just cowardice, but plain facts. Whatever emotion Fluttershy had had in her was now completely overwhelmed by the sheer need for self-preservation that was telling her to retreat.

The changeling was standing over its meal again. Fluttershy tried to look away, but her eyes were drawn to that patch of red ground again. With every sign of enjoyment, the changeling bent its head and ripped another piece of flesh out of the body. It threw the scrap of meat up in the air and swallowed in a single snap.

Fluttershy’s eyes followed the changeling’s head as it went down again, swiftly, tearing again at whatever it was eating. Whomever it was eating. An animal, no doubt. One of Fluttershy’s friends.

Something in Fluttershy’s chest started to writhe and twist as she watched the changeling eat. It shouted something in her mind, but she couldn’t understand it. Her body felt…hot, and Fluttershy found her breath coming too fast for comfort. But she couldn’t do anything, right? She couldn’t do anything, and that was that. Still, Fluttershy’s eyes were locked on the changeling.

A tugging on her leg made Fluttershy look down. Angel was tugging her, pointing back the way they had come into the forest. Whatever anger or act of bravery had propelled him this far had clearly turned back into fear at the sight of the changeling, and his eye were wide with terror once more.

Fluttershy felt reluctant to leave for some reason. She turned back to look at the changeling. She couldn’t do anything, but seeing him eat one of her friends felt wrong. She didn’t like it. She didn’t want it. She wanted to stop it, but she couldn’t, could she? Angel was right, they should leave and wait for help in the morning.

Fluttershy took one slow step back, and then another, her eyes still fixed on the changeling. She didn’t want to let it leave her sight, as the small part of her still screamed at her to do…something. That was probably why Fluttershy didn’t see the large twig until her back hoof stepped on it firmly, snapping it with a crack that went round the clearing.

The changeling’s head went up and Fluttershy’s heart went up into her throat. It looked around suspiciously, blood dripping from its mouth as it scanned the clearing. Fluttershy saw its eyes coming her way and then they were on her, looking directly at her—

The changeling lowered its head, disinterested. Fluttershy let out the breath she had been holding with Angel and sighed in relief. The rain picked up again, and Fluttershy backed up once more, confident that it would disguise any more accidental sounds.

One of Fluttershy’s hooves landed on a wet leaf and it went out from under her. Fluttershy landed with a crash on the ground, just barely managing to avoid skewering herself with the knife in her mouth.

The changeling looked up from its grisly meal, and saw Fluttershy. Their eyes met. Fluttershy froze in panic as her heart stopped in her chest, but the changeling hesitated only for a second. Then it was up and charging at her, roaring with a voice that was half-buzz, half-shout. It was this that brought Fluttershy out of a reverie and made her react.

Fluttershy screamed and dropped the knife. She turned to run just as part of her told her to fight, but it was too late. The changeling sprang at her, both hooves extended. She shrieked in panic as something heavy bore her to the ground and felt the hard, cold carapace of the changeling against her skin. Then its teeth found Fluttershy and there was pain.

Tearing pain. Ripping pain. Pain Fluttershy had no idea even existed. This wasn’t the pain of stubbing a hoof or breaking a wing or even slashing open the side of your face. This was true pain, as Fluttershy felt the changeling’s teeth rip part of the skin of her back away and felt the agony reach into her mind and bring her into a world of suffering. The changeling was eating her. Alive.

Fluttershy’s reaction was unconscious and immediate. Ducking down, she pushed her front hooves into the muddy ground and kicked backwards and up in the defensive move that was innate to every pony in existence. She felt her hooves connect hard with the changeling’s body and felt it fly away and land with a thump on the ground. Even a small, weak pony like Fluttershy had enough muscle to lift her own body off the ground, and so what hit the changeling was the equivalent of a bear punching it in the chest.

Unfortunately, Fluttershy had never kicked anything in her life and even her unconscious self-defense was not meant to harm so much as get rid of the changeling, so it was more like a small, baby bear that hit the changeling. It still sent the changeling flying, but the downside to this was that while the changeling wasn’t seriously hurt, it was hurt. And angry.

Fluttershy looked over her shoulder as the she fled, and saw the changeling rising to it its hooves, hissing with rage. She ran five steps, trying to look over her shoulder and run at the same time and tripped. Fluttershy’s face came five inches away from the ground and more importantly, the knife as she flapped her wings desperately for balance. It glinted wetly, covered in mud and rain in the dirt, but Fluttershy’s mind made it gleam with a brightness that was terrifying to look at.

A knife. Fluttershy looked over her shoulder again and saw the changeling running at her, snarling. It was a terrible enemy, a born predator with more sharp edges on one hoof than Fluttershy had on her entire body. It was a killer, and it would kill her too unless…Fluttershy looked down. The knife glinted at her.

It would catch her that Fluttershy knew. She wasn’t a quick pony, nor one with anything resembling stamina. And if it caught her, it would kill her. She couldn’t defend herself, not without something to even the odds.

Like a knife.

The changeling was getting closer. Fluttershy’s mind overclocked itself, but one thought got through and she bent down and picked the knife up with her mouth. It was dirty, and tasted of…dirt, but Fluttershy didn’t notice. Resolutely, she turned to face the changeling, holding the knife at the ready.

It hesitated for a moment, and Fluttershy felt a surge of triumph in her heart. Then the changeling’s expression twisted from doubt to furious hate again and it charged her, screaming.

Fluttershy didn’t expect that, and froze up again. But as the changeling neared she desperately swung her head, trying to connect with the knife. Too late, she realized that she really should have held the knife in a hoof, or strapped it to her somehow, because a head has no reach or flexibility.

Amazingly, Fluttershy still connected and she felt the briefest moment of hope. Then the knife and what felt like several of Fluttershy’s teeth were wrenched out of her mouth as the changeling collided with her full-force.

Fluttershy felt the wind go out of her as she landed on the ground. Nevertheless, she managed to stand with the sheer force of adrenaline and turned. She met a hoof coming straight at her and it smashed her head to one side. Something blinding and white-hot erupted on Fluttershy’s temple and she staggered. Blindly, she flailed out, but her hooves met only air. The changeling’s hoof on the other hand met Fluttershy’s face and this time her eye.

Fluttershy screamed at pain seared across her face and half of her world went completely black. Another hoof hit her on the back, hard enough to tear her skin. Fluttershy didn’t even try to fight back this time but ran blindly.

And tripped over the knife again.

This time, it was a bad trip that sent her tumbling into the knife. Fluttershy felt a white-hot gash open up on her flank, but that was only a part of the rest of the pain she felt. Half-blind, she desperately groped around in the mud and the rain until her hoof touched the knife’s blade. She picked it up.

With one eye left, Fluttershy could barely see. The other one was a blurred mess, but in truth her ‘good’ eye wasn’t much better. Fluttershy’s eyes ran with tears and the rain and there was mud and blood in there was well. On a dark and rainy night, her visibility was practically nil. Yet, the dark shape of the changeling was unmistakable, as was its gaping, fanged mouth as it leapt at her again.

Time slowed as Fluttershy saw the changing jump. Its body was one long arc of death, a black streak with hooves extended, aiming right for Fluttershy. Her breath thundered in her ears, but her body was cold. In slow motion, she raised the hoof holding the knife. It seemed to swim through the air.

The changeling was leaping at her. Fluttershy saw the curve of its arc as it came towards her. She waited, counting each racing heartbeat slowly, feeling each drop of rain as it hit the ground. Now.

Fluttershy swung the knife with all of her might. It cut through the air, silver death, and struck the changeling in its chest. Fluttershy saw the blade hit the outer chitin layer, digging deep in a search for the changeling’s heart. She felt it cut deep into the exoskeleton, and then shudder, bent, twist.

The knife snapped.

Fluttershy saw the main body of the blade break off and go spinning into the night. She felt the hilt drop from one hoof, and stared eye-to-eye with the changeling as it completed its leap. And then it was on her and bore her to the ground.

Something was biting Fluttershy. Something was tearing her skin. Something was eating her. It came randomly, first rapidly, and then at odd intervals, with short breaks between each one. She would feel nothing but the screaming agony of her body, and then the teeth, yes the teeth would come and render unto her another world of incredible pain. Then, they would withdraw, taking with it part of Fluttershy and she would hear the wet, sickening crunching before the teeth came back. This was Fluttershy’s world, and it filled her mind, not even granting her the mercy of unconsciousness or death.

She would have screamed, but the pain was too great. Instead, Fluttershy could only stay on her back, waiting for the teeth to return. Her eyes were only focused on the dark figure on top of her, weighing her down, holding her helpless. The changeling.

The teeth came, and Fluttershy felt a strip of flesh being torn from one of her legs. Reflexively, she tried to scream, but her throat wasn’t working. The pain was so intense that Fluttershy tried to black out, but the pain kept her awake as well. Her mind began to wander instead, running away from the pain, from reality.

Fluttershy thought of her friends, and what they would say when they found her dead in the woods. Or maybe when they only found her bones, or never found her at all. Would they suspect the changeling, or would it pick off ponies one by one until it was found and caught? How would anypony know she was gone? They might assume she was with her friends until they found the blood.

What would Twilight say, Applejack? Dash would be crushed, thinking she had failed to be there to protect Fluttershy. Rarity…she’d have to find some other pony to go to the spa with every week. Would Pinkie Pie throw a ‘Best Friend Died’ party or would it be an ‘Element of Harmony Gone’ party? Would there be any cherry pie? Would—

The teeth came back and Fluttershy did scream this time as they tore out more hair than skin this time. That didn’t sound like it was painful, but having a few hundred hairs pulled out by the roots with skin attached was amazingly painful.

In the darkness of Fluttershy’s mind, she wondered what that new emotion had been that had filled her. It had been so vivid, so strong. It was an emotion she had never felt before, she was sure. And yet, it wasn’t completely unknown to her. It had a name, she was sure of it. And it came to her when she had seen the butchery of her friends, the fear on Angel’s face. The changeling.

Its teeth found her again and Fluttershy screamed as it tore something away from her wing. Feathers, and flesh. Bone would be next, yet she couldn’t imagine that giving the changeling’s powerful jaws any trouble. What was she thinking about? Oh, yes.

She felt it even as she looked up at it. She felt it every time it tore another part off of her. She felt it just knowing it was there. What was it? She was sure this was something with a name. What was it…?

The changeling’s teeth found her again and tore something away from her neck. Ah, yes. She felt it again, that strange feeling that came to her at the sight of her dead friends. The thing that rose in her chest even as the changeling tore at her flesh.

Yes, she had never thought about it before. But there was a name for an emotion she had never felt, yet she knew. She had always wondered what it must feel like, and now perhaps…yes. Maybe it was that. This emotion in her, maybe…

Maybe it was hatred.

That was it, Fluttershy realized dreamily as the teeth tore at her, ripping hair and flesh away. It was hatred. Well, that was good. Good to know that was what she was feeling. She had always wondered and now she knew. And it was good that she knew now, because—

Because she was going to die. Soon, as the sharp teeth returned, claiming more of her skin, coming closer to her heart. Yes, good to know what this feeling was, and better still to die with that knowledge. For Fluttershy would not wish to feel this emotion towards anything. Not this. It would drive any pony to murder, to the most horrible of acts in the name of vengeance.

If she kept it inside her, Fluttershy was sure it would change her, and that was a terrible thing. No, it was better to die, to pass away and leave everything behind.

She saw the bloodstained jaws open one last time, to claim her life once and for all. But even as they came for her throat, a flash of white lit up Fluttershy’s world. A flash of brilliance; a descent of something pure into this dark landscape. It looked like a pegasus, but Fluttershy knew of no pegasus this brilliantly white. Rather, it looked like some other kind of life from another world, a messenger from another land. It looked like…

An Angel.

It hurtled out of the night and struck the changeling in the face, sending it rearing back in pain. Fluttershy watched in a daze as the white figure jumped at the changeling again, striking it with its entire body, screaming in a voice filled with panic and desperation. But it was too small, too light to do any real damage, and the changeling was snarling, backing up, turning to strike.

It knocked the Angel out of the sky and onto the ground and held it there with one hoof, growling and opening its mouth to bite. To take a life. The life of an Angel.

And suddenly Fluttershy felt her strength return. It came back, all of her energy and more, a ceaseless torrent of life from somewhere beyond. It filled her and gave her the courage to stand, the power to move.

The changeling’s head was descending, his mouth open. The Angel made not a sound, but watched as the jaws slowly closed. But before they could take the Angel away from the world, Fluttershy had grabbed the changeling’s head with both hooves and threw the changeling away.

It flew and hit a tree several feet away. It was surprisingly light, and Fluttershy barely felt the effort. But she had no eyes for the changeling. Instead, she picked up the small figure at her feet and lifted him up with a smile. His eyes were wide as they stared at Fluttershy, but she just smiled wider still. Carefully, she placed him on the ground to the side, and turned to face the changeling.

It was howling with rage, scrabbling to get up, to face her. It charged, horn lowered, a lance of bone aiming straight for Fluttershy’s heart.

Fluttershy turned back to smile one more time at Angel. His eyes were full of fear and panic, but they shone in the darkness all the same. They were all Fluttershy needed; the source of her light. And so she turned to face the changeling, filled with the light from those eyes and the hatred in her soul, and charged as well.

It did not expect that, and faltered before meeting Fluttershy in a clash that echoed through the forest. Its horn slashed down Fluttershy’s side, but she just lowered her head and ran faster, pressing into the changeling’s body and pushing it off its feet.

The changeling was before her, in front of her, against her, but Fluttershy did not slow down. Instead she pushed even harder, carrying not just her own body but the changeling’s as well in a headlong rush that only got faster. She felt the changeling snapping at her, biting her mane, but unable to reach her neck, off balance, carried through the air with her.

A tree was ahead of Fluttershy, it’s broad trunk sweeping up and out of sight into the canopy of leaves above her. It was an old tree, marked through centuries of growth by moss and lichen, a towering giant wider than Fluttershy. She ran towards it, pushing the changeling before her. And now it knew what she intending, and it fought to regain its footing, hooves pushing against the wet ground for traction that never came.

The tree was less than ten feet away and filled Fluttershy’s sight, but she just ran faster. Her heart was beating out of her chest, a symphony of drums that echoed the thunder of the rain. Her blood burned through her veins; her lungs exploded in her chest. But still Fluttershy ran on, faster than she had ever run in her life.

In the Everfree forest, a single, misshapen figure ran towards an ancient elm tree. It was in fact two figures; one a dark shape of something half-pony, half-insect. The other was a pegasus, her fair coat covered in grime and blood, her mane a mess of hair and yet she charged, pushing the changeling before her.

In the forest, the endless patter of the rain was broken by only one sound, a terrible crunching crash as both figures hit the tree. The young pegasus hadn’t stopped, hadn’t even turned at the last, and so she and the changeling had collided with the at a speed unmatched. Anyone else would have tried to stop, to mitigate the impact. But she only ran faster, and so they hit the tree at a speed where bone snapped like twigs and flesh was torn away.

In the darkness of Everfree forest, the light of the moon reemerged from behind the clouds, and with it, the rainfall stopped. The moon shone down on a dark and quiet forest once again, but only for a short while. The sun was about to rise, and the moon sunk beneath the horizon. With its last light, it illuminated a small part of the forest; just a tangle of shapes beneath a large elm tree. And running towards it, a small white shape, looking for all the world like an Angel in the night.

And in time, the sun rose and brought light to the world. And to Fluttershy where she lay among the leaves, the changeling crushed between her and the tree as an insect dies. And she lay there, sleeping, until she woke to the light of the day.

Chapter 4: The Next Day

Tirek let out the breath he had been holding in a rush. It felt like forever since he had last dared to breathe, so entranced was he by Fluttershy’s story. It was only now as Fluttershy stopped after the dramatic end to her battle with the changeling that Tirek had come back to the real world.

And what a stark contrast it was. In the near-darkness of Tartarus, he could make out Fluttershy’s expression, the rest of his stony cell, and nothing more. The haunting night, the ever-present mud and coarse grime and leave coating of the forest floor was gone, as was the pounding rain, the world made of dark blues, greens, and browns where Fluttershy had fought the changeling.

For just a moment, Tirek had lived in that world. It was entrancing – if he didn’t know better, he would have sword that Fluttershy’s cutie mark should have been a quill and ink, rather than three pink butterflies.

But now Fluttershy’s story had ended on that fantastic scene, and the silence had rushed back like the tide to fill the gap in conversation. It was, needless to say, extremely awkward. Tirek felt Fluttershy’s eyes on him, but she didn’t seem inclined to speak more. She had the most uncanny ability – she was not flustered by the awkward silence, or the continued eye contact or even from Tirek’s presence, which could be unnerving to those who had never met a centaur. She was content to wait until he made a move. Like a statue. Like a sentry. Like…a predator.

Tirek cast around for something to say. He coughed. The sound seemed to be sucked into the silence, which was deafening. Tirek coughed again, and cleared his throat for good measure.

“Very…interesting,” was all he managed. “Clearly not your average fabrication at any rate. I can see that Celestia, or perhaps Twilight Sparkle prepared you well for this encounter.”

Fluttershy, the other Fluttershy and not the one Tirek had gotten to know through the story rather, arched one eyebrow. “Oh? You still don’t believe my story?”

“It has its compelling moments,” Tirek said grudgingly. “But you must admit that basing one’s opinion totally on anecdotal tales from a singular source is hardly the basis for any empirical evidence.”

“How surprising. I did not know you were so…erudite, Tirek.”

“Bah.” Tirek waved a hand dismissively. “I was a learned scholar as well as a master of sorcery before my imprisonment. That Equestria itself lacks the proper educational background even the meanest of centaurs possess is none of my concern.” Actually, Tirek was quite pleased with that last remark, since he had just made it up on the spot. “Regardless,” he continued, “I see no evidence even in your highly suspect tale to link it in any way to you being a killer.”

“I would have thought that me splattering a changeling into a tree might have had some bearing on your judgment.”

“Any pony can claim to be whatever they wish.” Tirek narrowed his eyes. “But explaining the change between the Fluttershy of then and the Fluttershy claiming to be a seasoned murderer now has yet to occur. Even if you killed in self-defense, that doesn’t explain how you killed Queen Chrysalis and her changeling army, especially given how one lone, wounded changeling nearly killed you. I take it your friends would not have been totally blind to your injuries, so how did you explain that? ”

“You really are an full of questions.” Fluttershy studied Tirek for a second. “If you still believe this is all some kind of lie, why ask?”

Tirek folded his arms again. That seemed appropriately impressive. “I don’t…entirely doubt your story, but it has too many holes for my liking. Forcing you to continue would either expose your charade or clear up these questions for me. Besides which,” he shrugged awkwardly. “I would like to know what happened next, that is all. You have piqued my interest.”

Fluttershy was silent for a while, longer than Tirek would have liked but eventually she gave him a ghost of a smile. “I suppose we have time. And it might be good to tell someone else my story. The true story, that is. Very well Tirek, if you wish to know then listen.”

Fluttershy began to speak again, and Tirek settled back slightly, letting her words wash over him once more as he was transported out of his small, dark cell and into a world where the sun shone brightly, and a brightly colored train pulled into the Ponyville station, trailing steam and lightly coming to rest as five weary ponies (and one dragon) disembarked…

The next day, Twilight Sparkle and the rest of the Elements of Harmony minus the Element of Kindness stumbled off the train from Canterlot looking as though they had each gone several rounds with a Ursula Major. They groaned as they watched, clutching their heads or barely stumbling along. There weren’t the only ones.

In twos, small groups or by themselves, ponies were walking, stumbling, crawling and rarely, flying back into Ponyville. All showed the effects of heavy cider consumption, and even the most energetic and active ponies (like Pinkie Pie) were somewhat subdued as they stumbled back into their homes and fell promptly asleep.

Twilight Sparkle was hardly in better condition than her friends, but she was somewhat more awake than the bleary-eyed Applejack who said goodbye to a mailbox before walking up the road to Sweet Apple Acres. Certainly she was in better shape than Rainbow Dash, who had to use a trampoline to get up to her cloud house – her wings being far too sore from a night of flying with the Wonderbolts and performing Sonic Rainbooms to lift her from the ground.

Pinkie Pie was Pinkie Pie however, and even managed a small bounce as she entered Sugarcube corner. It turned into more of a splat near the end however, as her legs gave way and she had to be carried the rest of the way in by Mr. and Mrs. Cake.

Twilight bid farewell to Rarity, at her boutique, and received a stiff nod in return. Normally, Twilight would have been surprised as the silent treatment from Rarity, but like Dash’s wings, Rarity’s voice had gone out several hours ago.

In the end, Twilight found herself on an empty street as she walked back to her tree-library. She unlocked the door as quietly as possible, and transferred a still-sleeping Spike from her shoulders to his bed. She hoped fervently that he wouldn’t flame in his sleep as he sometimes did. She didn’t want to have to put out a fire now, and her mane was already well-scorched from carrying him this far.

Twilight would have loved to join Spike in Luna-land, but a thought stopped her even as she was trudging towards her bed. Instead of going to sleep right away, Twilight instead left her library, closing her door to stop the sunlight from coming up and waking Spike, and trotted down the dirt road to Fluttershy’s cottage. She wondered how her timid friend had found her night and come to think of it, morning. Doubtless, Fluttershy had had a quiet evening just as she planned and would be up and about already, tending to her animal friends.

This wasn’t the case as Twilight neared Fluttershy’s cottage, however. Every window was closed and the shades drawn and she couldn’t see an animal in sight. How strange.

Twilight tried the door handle, but to her surprise the door was locked. That was even more strange, and slightly worrying. Fluttershy never locked her door. Was she ill? Twilight’s heart started to beat a little faster in her chest. Maybe she never got back to Ponyville. Could Fluttershy have gotten lost on the way back? Hesitantly, Twilight knocked on Fluttershy’s door and waited, listening as hard as she could for any sounds from within.

After a while, she heard a faint patter of footsteps on the ground, far too light to be Fluttershy’s. Twilight waited as the sounds increased, and then changed in tone, stopping just before the door. Silence.

And Twilight’s ears were met with the horrendous screeching rumble of moving furniture. She jerked her ear back from the door’s surface and massaged it with one hoof as she heard several pieces of furniture being dragged noisily out of the way. At last, silence resumed once more and then the door was opened.

By Angel.

He stood in the doorway, a bandage over the side of his face, his usual scowl making him look like some wartime veteran. He was also tapping his foot, which Twilight had learned to interpret as ‘I’m not in the mood for you right now, but I’m putting up with you only because you’re Fluttershy’s friend’.

“Hello Angel,” she said, bending down so that they were on the same level. “I’m looking for Fluttershy, do you know where she is? Everypony else just got back from the party, and I was wondering how she was doing.”

Angel’s foot-tapping stopped abruptly, and he seemed to hesitate.

“She is okay, isn’t she?” Twilight asked with concern. “Normally I’d expect her to be up and about, but there aren’t any birds or squirrels around like usual, so I thought…did something happen last night?”

Angel looked at Twilight for a long moment, and then shrugged. If possible, the scowl on his face only grew more pronounced, but after a few seconds he grudgingly opened the door wide enough for Twilight to squeeze into the cottage. And inside the cottage was…

“Well, it looks like you guys have done some serious housework,” Twilight said, impressed. “Everything is so clean.”

Indeed, Fluttershy’s house was so well-scrubbed from floor to ceiling that it practically gleamed in the morning’s light. Not just the floor, but the ceiling and walls looked like they had been scoured, as did the pile of furniture to one side of the door.

“Oh, did I interrupt you cleaning the furniture?” Twilight asked Angel, “I’m so sorry.”

Angel shrugged, and gestured over her shoulder. Twilight saw a small number of Fluttershy’s friends, perhaps ten in all, running washcloths, soap and sponges over the chairs, tables, and other miscellaneous furniture in Fluttershy’s home. Twilight was quite impressed with the dedication with which each animal was going over every spot on the furniture. She bent to look closer, but Angel kicked her leg and pointed to the stairwell.

“Is Fluttershy up there?” Twilight asked. Angel nodded, so Twilight left the other animals to their task and headed up to the second floor.

Fluttershy’s door was closed, so Twilight knocked twice. “Fluttershy?” she called, “it’s me. Twilight,” she added for further clarification. “I just wanted to check on whether you got back safely or not. Are you okay?”

There was a vague, mumbling-sound from inside. Twilight took it as an invitation to enter, and opened the door. She took one look at the figure inside and screamed.

“Fluttershy, what happened to your face!?”

A head turned, but what looked at Twilight was not the face she had come to associate with the pegasus known as Fluttershy. This one looked like a tomato that had gone bad and then been kicked several times.

One of Fluttershy’s eyes was purple and black, and swollen shut. Her left cheek had a dreadful cut across it and parts of Fluttershy’s mane were missing. The rest of her face was either bruised or swollen so that her face was as round as the aforementioned tomato. To say she looked terrible was like saying Celestia and Luna had once had a small sibling’s quarrel. The words horrendous, ghastly, gruesome, and shocking practically leapt off the tongue instead.

“’Ello Twilight,” Fluttershy mumbled. “How are you doing?”

“I’m doing fine, thank you,” Twilight said. “But you look dreadful. What happened? No, never mind that, we need to get you to the Ponyville hospital! The doctors there will know what to do!” Twilight hesitated, and then added, “…when they wake up, that is. But you look like you’ve been attacked! Was it a manticore that did it? Did you meet an Ursula Minor? Pick a fight with a rock wall? Run into the legendary face-punching iguana from Saddle Arabia? What happened?”

Fluttershy tried to smile, but it became a wince. “I tripped.”

Twilight paused. “You did what?”

“I tripped,” Fluttershy repeated. “Last night. I was going inside my cottage when I tripped over a chair and into my kitchen. The pots and pans fell on top of me. And my knife.”

“Your knife?” Twilight asked, horrified.

Fluttershy nodded, or rather, tried to. “I keep it on the top of my pantry so my friends don’t hurt themselves. It hit me in the face. I think it wasn’t a bad cut, but I don’t have a mirror and Angel won’t bring me one. Does it look very bad?”

Twilight looked at Fluttershy’s face. “Oh, no.” She said slowly. “It, uh, looks fine. Silly of me; I was just surprised, that’s all. I can barely see the cut, in fact. Yes, I only noticed it because you told me. Not even worth mentioning, really. I think you should take it easy, though. Don’t want to strain anything after a fall like that. No mirrors did you say? Probably a good idea. Could cause eye-strain if you looked at one. You, uh, should avoid using them for…for a month maybe. That sounds about right.”

Fluttershy smiled again, this time half-managing it. “I feel rather silly,” she said. “Angel was really worried about me, so he hasn’t let me get out of bed. It’s cleaning day you know, so I wanted to be up and about but…”

“No, that’s really not a good idea,” Twilight said hurriedly. “You should stay in bed. In fact, I insist! Bed rest is essential, and we don’t want you falling again, right?”

“I suppose you’re right,” Fluttershy said reluctantly. “I’ll take it easy for today – maybe tomorrow if I’m still not feeling well. How’s everypony else doing by the way? Did they make it back safely from Canterlot?”

“What?” Twilight was distracted until she remembered the reason she had come to Fluttershy’s cottage in the first place. “Oh, yes, everypony’s fine. Tired, but fine. Yes, we had an exciting night although,” Twilight looked again at Fluttershy’s face, “not half an exciting one as yours.”

“It was just an unfortunate accident, that’s all,” Fluttershy said, smiling. “No one was hurt, except for me of course. Angel got a bit scratched when he picked up the knife, but he’s fine.”

“Well, that’s a relief. When you didn’t open the door, I thought for a few moments that you’d been abducted by Chrysalis and her changelings,” Twilight joked.

For a split second the air in the room seemed to freeze and Fluttershy’s gaze suddenly bored into Twilight’s face. But then it was gone, and Fluttershy was smiling again, so that Twilight wondered if she’d imagined it.

“Oh yes,” Fluttershy said. “The changelings. I had nearly forgotten about them. Do you know where they went after Princess Cadence and Shining Armor threw them out of Canterlot?”

“No clue. But you know, they’re probably well out of Equestria by now. That was some spell, huh? The combined power of my BBBFF’s magic and Cadence’s managed to repel and entire invading army! No, I’ll be that’s the last we’ll be seeing of them.”

“No doubt,” Fluttershy said. “I’m just glad it’s over. I’d have hated for anypony to get hurt.”

“That’s just silly,” Twilight dismissed the thought with a wave of one hoof. “We could’ve taken the changeling army if we got everyone from Ponyville and maybe Appleloosa as well. Changelings are only really dangerous in numbers – anypony could take out two or three by themselves.”

Twilight’s words seemed to hang in the air a little longer than was usual for some reason. “Oh, I don’t think I could do something like that,” Fluttershy said at last. “You know me Twilight. I don’t like to hurt…anyone.”

“Well, you’re not called the Element of Kindness for nothing,” Twilight conceded. “But don’t worry about it, Fluttershy. It’s all over now.” She gently patted Fluttershy on the mane, which was really the only non-injured part of her head. Fluttershy yawned hugely, and Twilight smiled. “You just rest now, okay? I’ll come by later with the girls to check on you.”

“Yes, that sounds fine Twilight,” Fluttershy mumbled, her eyes beginning to flutter. “Rest sounds wonderful. It’s all over now, anyways.”

“Yes it is, now go to sleep silly.”

Twilight gently tiptoed out of the room but paused before she closed the door. Fluttershy was sinking back into her covers, already falling asleep. Only her last mumbled words were audible.

“…It’s all over now…”

Twilight began to close the door and then stopped. Fluttershy’s bed sheets were twisted around the pegasus, which would definitely be uncomfortable for her when she woke up.

Stealthily, Twilight moved back into the room. Fluttershy was already sound asleep, so Twilight reached out to rearrange the sheets…

In a flash, Angel was there, blocking Twilight’s hoof with one paw. He shook his head silently and pointed to the door. Twilight moved back quietly, Angel watching her every move. Only when she was nearly out of the room did Angel gently begin fussing with Fluttershy’s sheets.

As Twilight closed the bedroom door she saw Angel lifting Fluttershy’s bed linens with the utmost care, peering anxiously at her slumbering form beneath the covers. Twilight smiled as she closed the door fully. It looked like Angel wanted to care for Fluttershy personally. How sweet. She’d half to tell Fluttershy about that later when she woke up. Sometimes it seemed like Angel didn’t like Fluttershy, but even he had his gentle side.

Twilight left the cottage, heading back towards Ponyville and her own bed, where she could sleep off a night of partying and excessive cider consumption. As she walked, she made a mental note to tell the others not to bring up changelings when Fluttershy was around. Clearly, she was still afraid they might come back.

That was Fluttershy for you, Twilight reflected. Always kind, but a bundle of nerves at the best of times. There really was nothing to worry about. Chrysalis had been exposed and her plans thwarted, the changeling army had been sent flying (literally), and Equestria was safe once again, with a wedding into the bargain. Aside from Fluttershy’s mishap, things were going great. Better than great, in fact. Everything was going to be just fine.

The next day, or rather, later that day Twilight took the other Elements of Harmony to see Fluttershy. Predictably, their reactions to Fluttershy’s face were as varied as their natures: Rarity screamed and passed out, Applejack offered to bring Fluttershy one of Granny Smith’s healing poultices, Pinkie Pie offered to throw a Flat Face Party (which was rejected), settled on a Healed Face Party at a later date, and Rainbow Dash joked about using Fluttershy to scare off timberwolves until she was made to sit, or rather hover in a corner. Then they left Fluttershy to sleep once more, promising to return the next day as well.

The day after that, which was a Saturday, Applejack and Pinkie Pie brought a huge basket of delicious baked goods such as the Apple’s famous apple brown betties, assorted cupcakes and a caramel taffy from Pinkie Pie that glued Fluttershy’s teeth together for the better part of an hour. Rarity and Twilight came by later as well, and read to Fluttershy from one of her favorite books: The Tales of Humphrey the Heron and the Wonderful Day Where Nothing Bad Happens at All. They tried to help Fluttershy change the covers of her bed so they could wash them and get her fresh new ones, but Angel kicked them out. Rainbow Dash hovered outside of Fluttershy’s window and made stupid faces until Angel threw a rock at her.

On Sunday, they had a picnic outside, or rather, everyone else had a picnic and Fluttershy watched from an open window. She was still confined to bed despite the swelling and bruising on her face having been reduced considerably. This was partially due to Fluttershy’s persistent dizziness if she tried anything too active and mainly due to Angel’s violent outrage if any of the ponies tried to coax Fluttershy out of bed.

In the end, the others let the matter rest and Fluttershy enjoyed the autumn day in the comfort of her own home. Twilight and Pinkie Pie looked at the shapes clouds made, Applejack and Rarity argued over the latest fashion in Fillydelphia, Twilight retired with a headache, and Rainbow Dash told jokes about ponies falling into pits, bogs, off the side of cliffs and so on until she was made to sit in the corner again, which was in fact under a tree where she fell asleep. And Fluttershy watched it all with a smile on her face as she enjoyed the cool breeze.

Later that day, the Cutie Mark Crusaders arrived at Fluttershy’s house to see whether they had any skill at chiropracty, bed care, and field surgery, but they were summarily chased away by Angel and a horde of animals. Twilight commented on the sudden influx of birds, mice, squirrels, beavers and other animals, which Fluttershy explained a mass family reunion taking place later that week.

When Monday finally came around, Fluttershy was able to move about the house, albeit slowly and painfully. The other Elements of Harmony threw her a party in her house while Fluttershy sat up with several blankets wrapped around her body. Applejack brought the food, Pinkie Pie brought the desert, Rarity decorated the house much to Angel’s chagrin, and Twilight brought the board game – Taxation Quest: The Search for Form 114b.

Dash redeemed herself by not only accidentally tossing half the pieces out the window, but by presenting Fluttershy with a bouquet of flowers picked from all over Equestria. They were exceptionally beautiful and, every pony agreed, very tasty. They left Fluttershy alone after that, in a warm house still smelling of flowers and warmth as each pony went to bed.

On Tuesday they held the funeral. Fluttershy was strong enough at last to make the short journey out of her house and down into the Everfree forest shortly before sunrise, guided and helped by Angel as she walked. Her skin was still raw and healing and so Fluttershy flinched and whimpered with each gust of wind upon her bandaged wounds.

Half of the feathers on her left wing were missing so she lacked the ability to fly and so each step send a bolt of agony through her body as bruised skin and bone protested and her torn muscles screamed in agony. But still she walked, down a long a small path only animals used. Deeper, into the forest until she came to a small meadow where the sun could shine brightly and the wild flowers grew in profusion.

They were all waiting for her when she arrived. The living and the dead. The dead at least seemed peaceful. There they were in a neat row, forty six bodies, or as close to it as Fluttershy could make. The bodies weren’t fully…intact; not a single one, but she had done her best. In the confusion and darkness of that night they had been buried in one small grave behind the house, and it was only recently that they had been exhumed and the contents…sorted.

Fluttershy had done that, on those first long nights when the pain had kept her awake. Angel had wanted to do it himself of course, but who knew all the animals better than Fluttershy? She knew their faces, their personalities, their skeletal structure if you wanted to be blunt. She had assembled each pile of bones, removing flesh from bone and tossing the decayed skin away before washing each fragment of ivory until it gleamed a yellowish white.

Angel hadn’t been up for the job, despite his desire to keep Fluttershy from exerting herself. He and the other animals had made themselves scarce as the odour of death and decay filled the house. But Fluttershy had continued, without throwing up or fainting, letting her hooves gradually become stained with blood as she rearranged each bone like part of a jig-saw puzzle.

Some might have called it strange that Fluttershy could this when she would faint at seeing her own blood but this was different. She was holding her friends. And more than that, she owed it to them. One final duty perhaps, a small repayment of the debt she owed. In the end, she had taken each pile of bones and set it neatly on the turf, next to a small hole or a larger hole for some of the squirrels, the hawk and of course, the beaver.

But the dead were not the only witnesses to this occasion. The living were there too, and their eyes all rested upon Fluttershy. Not one or two animals had come, no. Here in this small clearing there were hundreds of bodies, large and small. The community of animals around Ponyville was close-knit, no small thanks to Fluttershy, and they had come to pay their respects. But more than that, friends and family of each animal had come, sometimes from hundreds of miles at Fluttershy’s word.

There they were. Families of blue jays, a colony of squirrels, the local beaver tribe and many more groups of animals, solemnly lined up in a large circle around the bodies. Winona, Tank, Gummy, Owlowiscious, Angel, and even Opal were there, line up in the front row. They had all sneaked away, run off, or in the case of Opal, viciously attacked Rarity in order to make it here today. Harry the bear was there too, looking despondent, eyes still red from weeping. Fluttershy knew he still blamed himself for not being there when it had all happened. But she had no time to console him today.

Fluttershy stepped into the center of the glade, all eyes upon her. She didn’t feel nervous, not here. She was among animals she had known all her life, and although some had come from far away, she felt as though she was connected to them as well, through the fallen. The fallen.

Fluttershy stared at a small, single bone to her left, next to a tearful family of mice, two larger mice and one small girl mouse. It had been all she could find, that single bone from the baby mouse that had lived in her home. He was just there for a day, so he could see the wondrous place where the pegasus who spoke to animals lived. He had been so happy to speak to her.

Her eyes filled with tears, but that was alright. What she was about to do didn’t need sight. Blinking as the salty drops fell from her eyes, Fluttershy raised her gaze to the assembled crowd of animals and began to speak. In truth, she didn’t remember what she said that day, but she remembered the expressions.

Each face was filled with a sorrow that went beyond mere tears or screaming. It was a pain that went inside you, cut out your heart and left you empty. It was a pain Fluttershy knew full well and it was all the more painful because those that had departed were not the old or infirm, but the young, those in the prime of their lives. And so the eye of each animal would dart to the bones of the dead, the unfilled graves, the ground, the sky, each other, but always back to Fluttershy. Their eyes did not judge, but seemed to ask her why this had happened. That was worst of all, that innocent, pain-filled question Fluttershy could not answer.

But they listened as she told them what had happened. They heard her out as, haltingly, she described the events as she had seen them, ending with a simple description of the changeling’s death. Fluttershy cried in earnest then, and told them all that while she could not bring back those who were gone, she had made sure no others would be hurt. She told them that she would protect them, and it was a promise she made with both her mouth and her soul. Fluttershy saw grief in their faces then, but she also saw trust. And she wept still harder because with all that she had lost, she had not lost that at least.

Later, after the bodies had been buried, the last farewells said, the tears cried and the grave markers placed, they went back to Fluttershy’s house. And told stories.

It was not a thing animals did, or perhaps it was and Fluttershy never knew it. But perhaps some of the understanding Fluttershy had of animals had let the animals understand more about ponies. For when they entered her house, the animals gathered in small groups no larger than ten and talked among themselves. There was no division based on species or age; robins chirped with hedgehogs, mice with rats and rats with eagles, and the lone toucan kept Tank and Winona company in the kitchen.

Fluttershy sat with Gummy, Opal, Owlowiscious, and of course, Angel and they talked. It wasn’t a conversation made of words, so it is impossible to describe to someone who was not there. But they traded stories and moments of the living, as is appropriate, and kept on talking long into the evening.

Twilight Sparkle and her friends found the door to Fluttershy’s house locked and barred when they tried to visit her that day, and they were politely but quietly rebuffed when they attempted to enter. Outsiders were not allowed in on that day.

In the end, the animals left in their families or flocks, herds, troops, cultures, rookeries, congregations, colonies, stands, all words which meant a group of animals, but which Fluttershy had always simply translated as ‘people’. Most left, but some remained. From each group one or two animals held back, finding beds or food under Angel’s guidance, until Fluttershy’s house was as full as it had ever been.

All of it, the funeral, the mourning, the wake, the stories and now the trust once again placed in her left Fluttershy too emotionally torn to fully make sense of things. She would have wept again, but she had no tears left in her for the moment. Instead, she went to bed at Angel’s firm insistence, and for once drifted off quickly, ignoring the throbbing pain all over her body, not sad, not tired, but merely grateful to be alive.

That night Fluttershy woke up screaming as she dreamt of the teeth tearing into her flesh, ripping apart piece by piece. Angel was there, and he held her gently as she screamed and thrashed and eventually woke, sobbing and afraid in the night. After a few hours she calmed down as usual, and let him change her bandages, with the help of a few mice and one crow.

Then, Fluttershy went and washed herself clean of the tears, inevitable snot, blood and grime and crawled back into bed. She made sure the covers were fully in place over her body before Twilight arrived to see how she was doing. And so Fluttershy started her day.

Two days later, Fluttershy buried the changeling.

She went alone this time, not telling Angel where she went, merely that she’d be ‘out’ for a while. He might have suspected but he let her go, being content with teaching the new animals the rules of Fluttershy’s house and of Ponyville, such as the inadvisability of stealing Apples from the orchard, not going near Twilight’s house when the magic hung in the air, and never getting within five meters of Opal.

It took Fluttershy some time to return to the clearing where the changeling had died, mainly because she didn’t remember the way. It wasn’t anything special, just another space in the Everfree Forest. It was quiet, remote yet within reasonable distance of Ponyville and…ordinary. Save for the corpse plastered against one of the trees it was as normal a spot as one might ever hope to see.

The changeling was still there where it had died. It was even in the same spot; stuck to or rather splattered against the tree trunk. It would have been hard to identify it as a changeling, with its head caved in and torso flattened, green ichor anchoring it to the tree’s bark. Changelings are insects when all is said and done, and while their external appearance is close to a pony, their basic structure is far different.

Ponies have bones. Changelings do not. That was the key factor separating Fluttershy and the changeling on that night. While it had an exoskeleton hard enough to deflect the blade of a knife, it could not stand up to the sheer, crushing force of hitting the tree. Come to that, Fluttershy’s bones had nearly broken as well, but she had survived, albeit injured and bruised to the bone while the changeling…it was part of the tree, now, like some kind of grotesque fungi, growing out of the bark.

Fluttershy didn’t vomit at the sight of it, but she did when it came time to take it off the tree. The changing’s body came away in bits that fell to the earthen floor, and that was enough to make Fluttershy heave up everything she had ever eaten or dreamed of eating. Still, the body was eventually peeled off, or as much of it as could be without scraping the bark, and the changeling was buried in a small grave. Fluttershy didn’t mark it.

She didn’t say anything as she buried the changeling, paused only once over its grave, and left silently as well, returning to her home where she made food for Angel and the others before going to sleep. But that night, she sat up in her bed and stared out into the forest, whispering to herself until dawn came.

“I’m sorry. I’m sorry. I’m sorry. I’m so sorry…”

“Well, I see you’re finally up and about!” Twilight exclaimed when Fluttershy finally tried walking into Ponyville for the first time since the changeling’s attack. “I see you’re all better. It took you nearly a week to get out of bed! That head injury must have been a doozy!”

“It was somewhat painful, yes,” Fluttershy admitted. “But as you can see, I’m all better now thanks to all those ointments and salves and Zecora’s potion.”

“Yep, I’m glad to see that they worked! We should really thank Zecora for making it so quickly – I can’t believe I didn’t think of it earlier.”

“Yes, I’ve already given her a thank-you card and basket of flowers but it never hurts to say thanks more than once. Oh, and Rarity’s tonic was essential as well.”

“Really?” Twilight scratched her head with one hoof. “I wasn’t so sure about the hair-growth formulas and treatments, but if you say so Fluttershy.”

Fluttershy smiled and deliberately avoided looking at the side of her flank where the changeling had torn a chunk of flesh away. It was still tender but camouflaged by a new growth of hair, courtesy of Rarity’s beauty products.

“Well, after Angel tried to cut my mane I think Rarity nearly had a heart attack, so she gave me all the best hair-growing treatments she could find,” Fluttershy explained to Twilight. “It really helped.”

“I guess that’s why she’s the Element of Generosity rather than the element of, I don’t know, eating cupcakes. Although that’s probably part of Pinkie Pie’s element now that I think of it.”

“Probably,” Fluttershy said with a smile. “Anyways, it’s good to be up and about. I just want everything to go back to normal.”

“Well, that doesn’t sound too hard,” Twilight joked. “Normal is pretty much all we have around here.”

“Exactly, peace and quiet. I’ve been missing that, of late, but I think it’s all over now.”

“Sounds good. By the way, have you seen the Cutie Mark Crusaders today?”

“No, not since they tried to get their nursing cutie marks. Why do you ask?”

“It’s just that Applejack is looking for Apple Bloom. Seems like she missed out on her chores earlier today, as did Sweetie Belle. Rarity’s furious and looking for them as well.”

“Oh dear. But I bet they’re out somewhere trying to get their cutie marks, as usual. As normal, in fact, which is nice.”

“Yes, well, they were going to the Everfree forest last anyone heard to get their cutie marks in outdoor survival, so I thought they’d passed by your cottage.”

Fluttershy’s smile, which had been doing sterling work until now as a beacon of happy contentment, slipped slightly at Twilight’s words. “Out to the Everfree forest?”

“Yeah, they wanted to go exploring. I just hope they didn’t go too far in – you know how confusing and scary the forest can be. The timberwolves aren’t active this time of year of course, but you never know what might be in there.”

“I’m sure they’re fine,” Fluttershy said hastily. “No doubt they’re just wandering about or getting into trouble, nothing to worry about.”

Twilight was briefly stumped by the paradoxical nature of Fluttershy’s reply, but before she could ask Fluttershy what she meant, the pegasus was gone.

Fluttershy walked back to her cottage quickly, briskly, and above all, not worriedly. Calmly, she gave everyone their midday meal, collectedly she cleaned up the house and got Harry his honey ration for the week, and with the utmost non-nervousness she waited by the window watching the road from Ponyville to the Everfree forest for any sign of the Cutie Mark Crusaders. She was so un-perturbed in fact, that when the loud knocking on her door came several hours later, she nearly jumped through the ceiling in surprise.

Fluttershy hastened to the door, preparing several gentle admonitions about staying out in the Everfree Forest too late as she yanked open the door. Her mouth opened. And then closed. Standing in front of her was not the three small figures of the Cutie Mark Crusaders, but another pony entirely.

Twilight.

“The Cutie Mark Crusaders haven’t returned,” Twilight said without preamble before Fluttershy could collect her thoughts. “Nopony’s seen them since this morning, and Applejack and Rarity have searched everywhere in Ponyville.”

“What?” Fluttershy’s heart began to pound wildly, as if Pinkie Pie had just started her one-pony band inside her chest.

“Yeah, I mean they’re usually tardy or late, but this is different. I’ve never known Apple Bloom to skip her chores, or Sweetie Belle for that matter. Rainbow Dash also says she was going to show Scootaloo her moves earlier but she never showed up.”

“Featherweight says he saw some ponies heading towards the Misty Mountains, but that might have been somepony else. Rainbow Dash is leading a group of pegasi out to search their now. Pinkie Pie’s staying in Ponyville with Rarity in case they come back, but Applejack and I are going into the forest to see if we can find them.”

“Alone? Now?” Fluttershy’s voice was a squeak. “Don’t you think that might be…dangerous?”

“Applejack’s tough and I’ve got magic,” Twilight said dismissively. “We’re going to Zecora’s first in any case. It’s likely the Crusaders went to her, and Zecora knows the Everfree better than anypony else, except maybe you Fluttershy.”

“I, uh,” Fluttershy sought for a coherent sentence.

“Oh don’t worry, we’re not expecting you to go out there, not right after you had that injury,” Twilight said. “We just need you to keep an eye on the road and tell us if you see the Crusaders, alright?”

“Okay Twilight, I can do that but…” Fluttershy began wretchedly. “There’s something I’d like to talk to you about.”

“I’m sure it can wait until tomorrow.” Twilight was glancing up to the moon just rising in the sky and back to Ponyville distracatedly. “I’ve got to get Spike to send a letter to Princess Celestia if we can’t find them before midnight. And Applejack’s waiting for me as well.”

“Well, the thing is, it might be important…you see, there’s something I haven’t told you…” Fluttershy tried to make the words leave her lips, but fear, shame, horror and guilt all fought to make her voice unintelligible. “It’s about the changelings you see…”

“Huh? What?” Twilight glanced back towards Ponyville. “Changing? Good, yes. That sounds like a plan. You get ready for bed – I’m sure that we’ll have this all sorted out in no time. The crusaders are probably at the castle of the two sisters or something.”

“No, Twilight, I’ve really got to talk to you.” Fluttershy tried to make her words louder than the pounding of her heart, but Twilight wasn’t listening.

“I’ve got to go Fluttershy. Keep and eye on the road, alright? I’ll see you tomorrow.”

Fluttershy smiled weakly, and closed the door even as Twilight galloped back into the night. And then she sank to the floor, holding her head in her hooves. Her heart was beating out of her chest and that feeling, that familiar feeling of panic and dread and horror as back. All she could do was curl into a ball on the floor as she whispered to herself, “oh no. Not this. Oh no no no. Nonononononononono…”

Chapter 6: A Bad Pony

Changelings can dig. This is a fact. They can dig, but it is important to say that they are still inferior to other animals in many regards. Changelings who share the same body shape as ponies must dig with their hooves, but it has to be said that they are far quicker than ponies. Their smaller shape and chitinous bodies mean that they can burrow with far more ease, rivaling diamond dogs in their digging ability. Nevertheless, changelings, like diamond dogs possess one crippling weakness: they have to breathe.

They were buried ten feet down, crushed by several tones of soil. In that state, few of them could move, but those that could didn’t even know what direction to dig in. Half of them dug down instead of up and died suffocating. The rest dug up. Eleven changelings fought for the surface digging as fast as they could, shifting earth like water.

But there was no air down there. And they had been buried deep. One by one, the changelings began to run out of air. At first one, then two and three at a time they faltered. The changelings stopped in the earth, unmoving as their comrades dug on. How many were left? Five changelings fought upwards. One fell away, too weak to move. The other had no air left and collapsed. Two remained. They fought upwards, lungs straining for the slightest hint of air in their dark, warm tomb of earth.

And then they reached the surface. The smooth forest ground was suddenly broken by flailing hooves, dark shapes pulling themselves out of the ground, collapsing. The pair of changelings lay there for quite a long while, gasping for air. But eventually, they rose unsteadily and left their grave. Their comrades were left to rot in the ground. The two changelings did not look back. Instead, they moved through the forest. Hunting.

How long did it take them to find the cottage? Hours. Weak and unsteady, their progress was slow, and the Everfree was massive. But they had the night, and more importantly, the rage to go on searching until they found it. That was why when Fluttershy was about to sleep at the hour just past midnight, she heard a knocking on her door. And when she opened it, it was the changelings who stood outside.

The changelings were in front of Fluttershy. She stopped in horror but her body reacted faster than her mind. She turned to run.

One of the changelings caught Fluttershy’s wing in his mouth. The other kicked her in the side. Fluttershy felt her wing bend and then snap as the first changeling bent it back. She screamed. The second changeling kicked Fluttershy again, and she felt her ribs crack. Then the changelings threw her back into the cottage.

Fluttershy hit one wall. Her cracked ribs broke, and she slid to the ground in a heap. Around her were her animal friends. They stared at her and the changelings in shock. The changelings entered the living room. They weren’t smiling or grinning. Their eyes were locked on Fluttershy, and there was only hatred in those depths.

Fluttershy was aware of the animals around her retreating as the changelings advanced. They cowered against the walls as the changelings walked forwards slowly. Fluttershy tried to stand, but there was pain in her side and in her wings. She was trying to find her hooves, but her mind wasn’t working. She didn’t have anything in her head, just a dull ringing.

A clatter came from the top of the stairs. The changelings stopped and looked up. Angel was standing at the top, bleary-eyed from being awoken from his sleep. He took in the scene below in one horrified moment. The changelings hissed at him.

Angel leapt to the bottom of the stairs in one bound. The animals around him stopped shaking. The changelings looked at him. The Angel looked back. Slowly, Fluttershy’s friends left the walls and came to stand behind Angel. They were a small group at first, and then more, until every animal was standing together.

How many were there? Fifty…sixty…Fluttershy had never counted her friends, but there were so many that came to her house every day. More now than that; those who had come to help her lay the trap. They clustered behind Angel, watching the changelings. The cold confidence that had filled the changeling’s faces changed. Their eyes narrowed, and they crouched, baring their teeth. The silence extended, and Fluttershy saw Angel take one slow step forwards. Then he screamed and the animals attacked.

They came in one huge rush, not a group of individuals but a horde, a mass, an avalanche of bodies. The changelings were thrown off their hooves by the sheer weight of bodies. The animals bore them to the floor, biting, scratching, kicking. The rodents and other terrestrial creatures covered the changelings while the birds circled overhead. They were nearly blind in the darkness, but they dove and pecked at the changelings, trying to strike their eyes.

The changelings were covered, immobilized by the sheer numbers. They were also stunned by the attack. So many creatures they preyed on were trying to kill them, fighting with suicidal abandon. And with so many, they would eventually kill the changelings by smothering them to death if nothing else.

But.

The changelings were not killed so easily. They might have been weaker than ponies individually, but they were still creatures far larger and stronger than any animal in Fluttershy’s house. And what was far worse, they were predators. Born to kill.

One of the changelings rolled and threw off the animals covering him. It snarled and threw a beaver to the ground. The changeling stomped, and Fluttershy heard the beaver’s bones snap. The changeling looked up and jumped into the air. It caught the toucan as he tried to flap back.

It tore Mr. Toucan in half. His name was Toucan, because he had wanted to be named after his people. The red blood covered Fluttershy’s living room. And the changelings kept on coming.

Mice swarmed up one changeling’s leg and covered it’s body. Biting. Scratching. But these mice had no sharp teeth, no experience. No hope. The changeling did not bite them but smashed itself against the wall and floor. When it got up, blood and skin hung from its body.

Other rodents tried to stop the changeling, but it trampled them underfoot contemptuously, biting them in half, kicking them, until all around it was a sea of gore.

The second changeling rounded the table. Fluttershy screamed as it came closer, but the beavers, the beavers leapt on it. And their teeth were sharp enough.

Green blood hissed as it met the floor. But it smoked and vaporized the fur of the beaver family as they bore the changeling to the ground. It fought, ripping, tearing, throwing body after body aside. In a few seconds though, it jerked and stopped moving as the green of it’s inner self spread across the floor.

None of the beavers got up either.

The second changeling was left and it came for Fluttershy in one charge. It trampled bodies underfoot, and the shrieking birds could do nothing in the near darkness. They flew overhead, screaming birdcalls but only smacked against the walls and ceiling. The sounds of their necks breaking matched the bones of the fallen crunching under the changeling’s hooves.

It came at Fluttershy but stopped when Angel jumped at it with the knife.

The changeling hissed and tried to dodge, but the knife struck it in the shoulder and lodged in the changeling’s carapace. Angel landed on the ground and bounded away. The last of the animals attacked, a hummingbird, three squirrels, an old porcupine and Angel.

The changeling swatted the porcupine and shrieked in pain as several quills pierced it’s hoof. But it struck the porcupine again, so hard that it flew and hit a wall. Fluttershy heard the porcupine’s bones break and the thump as the body hit the floor.

The squirrels jumped and bit, but the changeling threw them away. The hummingbird had no time to react. The changeling’s jaws closed with a crunch.

Angel hit the changeling with a pan. The squirrels raced up the changeling’s body, jumping to avoid its hooves and teeth. One was trampled, the other failed to dodge the jaws and was torn in half. The last found the changeling’s right eye and bit.

The changeling screamed loud enough to shatter Fluttershy’s windows. It tore the squirrel away and smashed it into the ground until all that was left was a red paste. When it looked up at Fluttershy, she saw it only had one eye. The other was an empty socket.

Angel jumped at the changeling, but it was too quick this time. It grabbed Angel and tossed him to the ground. Then the changeling stamped.

Angel rolled before the hoof stomped, but he couldn’t escape entirely. The changeling caught his paw and leg and crushed them. Angel screamed.

Fluttershy was up on her feet in an instant, but the changeling just grinned and pinned Angel with one hoof. She hesitated, and the changeling bared its teeth in a vicious smile. The green ooze dripping from it’s empty socket ran into its mouth as the changeling slowly bent it’s head. It brought it’s head down opened it’s mouth slowly over Angel’s head. It kept Angel’s body pinned with one hoof as it did, and Fluttershy knew that if she moved an inch, it would crush Angel to death.

The changeling opened it’s jaws until it’s mouth was larger than Angel’s head. It paused with Angel’s head halfway in it’s mouth. Fluttershy couldn’t think. Her mind was filled with panicked rushing and dead silence. There were too many thoughts, but only one filled her mind. She watched the changeling, unable to move, but unable to stand still. She knew what the changeling would do just as she knew her own nature.

Fluttershy’s heart beat slowly, or so it seemed to her. The world was slow around her, and seconds seemed to pass like days. She watched the changeling and it looked at her. There was no pity in it’s eyes, no remorse. It’s jaws began to close and Fluttershy ran.

Too slow, too late. The jaws would close and take Angel with it before Fluttershy got halfway across the room. Fluttershy knew it, but ran onwards. She couldn’t stop. But she was slow. Too slow.

Fluttershy screamed, but what came out of her mouth wasn’t a cry of despair but a roar. It was the loudest sound she had ever made, and it thundered throughout the house. Her hooves hit the ground in thunder, as she charged at the changeling. She cared nothing for her broken ribs or her screaming muscles, but only for more speed. Her eyes locked with the changeling, and there was no pity in her eyes either, only hatred. Hatred, and rage.

The changeling froze, mouth half-closed as Fluttershy hurtled at him. The scream consumed every sound as Fluttershy came at him. The changeling jumped away from Angel as Fluttershy struck him. One of her shoulders caught the changeling’s midsection and threw him against one wall. The changeling slid to the ground, capapace cracked. Fluttershy’s headlong rush carried her into another wall, where she crashed against it. The bones in her shoulder crunched, but she turned back to the changeling in an instant.

It was getting up, slowly. It seemed to be having trouble getting to it’s feet. Fluttershy waited, heart beating out of her chest as her lungs strove to take in air. When the changeling got to it’s feet, it looked at her with pure hatred. Fluttershy’s eyes mirrored the changeling’s. Her heart beat loudly. In her heart, there was no pity, no remorse, not even kindness. Only hatred.

In the darkness, Fluttershy and the changeling clashed.

The changeling struck Fluttershy with one hoof. Fluttershy threw him sideways with her good wing. She tried to trample him, but lying prone he kicked her in the chest. Fluttershy felt more ribs go and ignored it. She bit the changeling on his shoulder. Her teeth cracked the chitin and her mouth filled with acidic blood. The changeling screamed.

It wrenched away from her and stabbed Fluttershy with it's horn. The horn pierced her shoulder but missed anything vital. She turned and the changeling was forced to pull it’s horn out or have it snapped off. Fluttershy raised her head and brought it down on the changeling’s. The changeling stumbled, and she saw a small crack appear on his head. Fluttershy shook her own head to get rid of the ringing.

Then the changeling bit her on the neck.

Fluttershy yanked herself away instantly, but the changeling’s teeth had already lodged in her skin. She felt a terrible ripping, the pain, and then wetness. When she looked down, she saw her coat already covered in blood. Dimly, Fluttershy realized that the changeling hadn’t pierced her throat, or she wouldn’t be breathing. But it had taken skin and blood. Too much blood. Fluttershy put a hoof to the side of her neck and felt it running freely.

The changeling stepped back, and gave Fluttershy a smile. His teeth were stained red with her blood. Fluttershy felt dizzy, weak, and knew that this was it. In a moment of icy clarity, she knew she didn’t have enough strength for anything more. The blood loss would make her too weak, and the changeling would easily overpower her. This was it. She had to kill the changeling now, or die.

But there was no way to do that. Fluttershy wasn’t strong enough and she didn’t have the space or the strength to slam him against a tree again. She could barely move her legs, and her head was the only part of her body she could move easily. And the changeling knew it. It grinned and watched her. All it had to do was wait for Fluttershy to lose more blood, and she could do…nothing.

Fluttershy felt helpless, dizzy, weak. She had to stop him. She had to kill him. But she had no idea how. There was only silence and the slow drip of her blood against the ground now. And in that silence, something whispered to her. The dark voice spoke to her.

There is always another way.

Fluttershy looked up. The moon was shining tonight, but the clouds over Ponyville made the light weak, diluted. Fluttershy’s eyes were a light blue, the color the sea and the sky. In the darkness, they were dark pools, the depths of the sea or the blue of the sky at night. The changeling stopped smiling, tensed itself.

In the darkness, Fluttershy charged for the last time.

She ran at the changeling, but not quickly. Her legs couldn’t move her fast enough, and so she barely moved faster than a trot. The changeling waited horn lowered, but Fluttershy paid it no heed. As she reached him, the changeling slashed downwards with his horn.

Fluttershy felt the skin on her face open and part before the horn. But she didn’t stop. She kept running, letting the horn open a deep cut all the way down the side of her face as she pressed against the changeling. Then she was pushing against him, knocking the changeling to the ground.

It hadn’t expected this. It struggled, hissing, but Fluttershy was lying on top of him, and her weight was enough to hold him down for a few seconds.

Fluttershy looked into the changeling’s eyes. It was hissing at her, struggling to bite her. So close. Closer than Fluttershy had ever been to a changeling. It’s one good eye was a brilliant blue, even in this darkness. It shone brightly, the color of blue skies and open seas. It was like her eyes. Fluttershy had never realized that until now.

The changeling struggled, but Fluttershy held it down with all of her strength. It was now. Now, or never. Fluttershy lowered her head, found the changeling’s neck, and bit.

The armor cracked, and then broke off. Fluttershy came up with a fragment of chitin in her mouth and felt it cut the insides. She spat it out in a trail of blood. Then she lowered her head and bit again. This time she found the changeling’s carapace too smooth to get a grip on with her teeth. She tore off another layer of exoskeleton instead.

Fluttershy felt the changeling lying under her. It was paralyzed, shocked. It didn’t seem to believe what was happening. Fluttershy didn’t give the changeling time to recover. When her teeth found the changeling this time, they pulled away part of it’s flesh.

Fluttershy spat out the acidic blood and flesh. At this, the changeling finally began to fight back. It struggled madly, fighting to get free with all it’s strength, but Fluttershy was at too good an angle. All she had to do was use her weight to pin the changeling down. It was even lighter than her, and didn’t have enough muscle to lift both of them.

The changeling twisted and threw it’s head back and forth to escape, but Fluttershy bit it’s throat a fourth time and felt more skin and shards of chitin in her mouth. Her teeth were not sharp, not like the changeling’s so she bit and ground her teeth and finally ripped away more of the changeling before spitting it out.

The changeling was bleeding now. Fluttershy felt it’s blood in her mouth, searing it, and saw the greenish liquid oozing to the floor of her house, bubbling and hissing on the wood. She heard it’s wheezing as parts of it’s throat was exposed to the air. And she heard something else. She heard whimpering.

The sound stopped Fluttershy for a moment. She looked down, and saw the changeling looking back at her. It wasn’t snarling now, nor smiling. It didn’t look angry or mean at all in fact. It looked…afraid. It looked scared and hurt and frightened.

Fluttershy hesitated. She looked into the changeling’s eye, and saw no more hatred. No more fury. None of the monster that had killed her friends. The changeling’s mouth was open, but it wasn’t hissing. It was whimpering, making a soft, small noise that Fluttershy understood. It was begging for mercy.

For a long time, Fluttershy stared into the changeling’s eyes. Something told her to bite it. Something told her to kill the changeling for all it would do, had done. But every other part of Fluttershy screamed at her not to do what she was intending. It was wrong. It would be murder, not self-defense. The voices told her to stop.

Fluttershy looked into the changeling’s eyes. It had killed her friends, but she had killed it’s friends too, hadn’t she? It was a soldier. Killing was what it did. But it wasn’t what Fluttershy did. She had killed a changeling once, to save Angel. And she had…helped kill changelings to save the Crusaders. But this was different.

The voice was whispering in her ears, telling her this was the only way. But Fluttershy knew there was another way. There was always another way. Did she want to do it?

Fluttershy had changed so much over the last few days. She had fought, bled, witnessed the death of her friends. She had killed. She had discovered hatred. In order to protect her friends, she had abandoned kindness and become…cruel. There was no other word for it. Where had kindness gone? It had died with her friends.

Fluttershy stared at the changeling, and heard the dark voice of her heart once more. But a new voice rose, and spoke to Fluttershy above all the rest.

You may be cruel, but are you a murderer?

Fluttershy stared at the changeling. Tears were leaking from it’s eyes, and the blood was still dripping from it’s throat. It was crying. It thought it was going to die.

Can you decide to kill? Are you willing to end someone’s life?

Fluttershy felt the changeling’s body against hers. So cold and foreign, but still another being.

Are you a bad pony?

Fluttershy slowly stood up. She had been pinning the changeling with her hooves. She moved them now, and got off the changeling. It looked stunned.

Fluttershy looked down at the changeling. She gave it a small, sad smile. It looked back up at her. Slowly, it smiled back.

The changeling lunged for Fluttershy’s throat. Fluttershy’s hoof came down on it’s chest and smashed it back down into the ground. The changeling gasped in shock, but Fluttershy was already on top of it again. Her head went down and found the changeling’s neck.

The changeling fought, unable to bite her but scratching, pummeling her body with it’s hooves. Fluttershy’s ribs cracked and snapped. Her flesh ripped. But she held the changeling’s throat in her teeth. She opened her mouth wide. Wide enough to fit the rest of the throat in her mouth.

Fluttershy bit down. What remained of the changeling’s skin gave way and was crushed, torn between her teeth. She bit and ground her teeth together, and felt something snap. The changeling had been struggling as hard as it could, fighting against her. Now, it’s body stopped in one sudden movement. It was still.

Slowly, Fluttershy got up. She spat something out of her mouth and looked down at the changeling. Where it had once been one, there was now two parts of the changeling on the floor. The head had snapped off and was staring empty-eyed at the ceiling. Fluttershy sank slowly to the ground, staring at the changeling.

It didn’t look angry, or sad, or even scared. It’s expression was just empty, and it’s eye stared vacantly upwards, as if looking at a sight Fluttershy couldn’t see. She slowly reached over and closed the eye with one hoof. The changeling was before her, but now it was blurry.

Fluttershy’s hoof went up, and she brushed at her face. It came away wet, but not with blood. Wet liquid shimmered in the moonlight, and Fluttershy stared at it for a while before realizing what it was. Tears. They flowed from her eyes and down the sides of her face, slowly, as if carrying away something special.

Innocence.

Fluttershy sat in her cottage, the corpses of a changeling before her. It was missing it’s head, and it’s body was battered. Another changeling lay dead, covered in wounds and surrounded by the bodies of Fluttershy’s friends. In the center of the cottage lay a rabbit, bones in one hand and leg broken, but still alive. He and Fluttershy were the only creatures still living in the cottage.

Fluttershy sat there and cried long into the night. As the sun rose, the light fell upon her tears and slowly dried them. But it could not take away the blood that remained, nor heal her wounds. The sun rose, but all that vanished were tears. And morning came and Fluttershy was still alive. And thus, Fluttershy started a new day.

Chapter 7: A Change in Her

The next day, Rarity went to see Fluttershy. It was the afternoon, and Rarity was concerned because she hadn’t seen her friend all day. Fluttershy had even missed the weekly spa get-together, and that was concerning in itself. Fluttershy never forgot her promises unlike Rainbow Dash, and she always arrived early so nopony would be offended. Rarity felt for sure that something was wrong.

It was another unusually silent day, Rarity reflected. Usually, the woods around Fluttershy’s house would be filled with sounds of countless woodland creatures. But for some reason she couldn’t see any other living being nearby. It was truly strange, and a bit concerning. Rarity picked up her pace to a trot until Fluttershy’s cottage came into view.

At last the small cottage was just around the next bend. Rarity rounded a stand of trees, looked at the cottage, screamed, and passed out. When she woke up, Rarity took one horrified look at the cottage, and then ran back to Ponyville as fast as she could.

Rarity returned less than ten minutes later with the other Elements of Harmony and much of Ponyville in tow. The ponies stopped and gasped or screamed when they saw Fluttershy’s house. They clustered together, nervously watching the cottage but too afraid to get closer. At the head of the crowd, Rarity argued with Twilight and the others. None of them wanted to approach.

Applejack pushed Rainbow Dash forwards, but Dash refused to fly closer. Pinkie Pie was hiding behind a tree, and Rarity refused to move an inch. In the end, it was Twilight who was forced to slowly ascend the dirt road to Fluttershy’s door. She knocked, once, holding her breath as she did. Slowly, the door opened just the tiniest crack, and Twilight saw one of Fluttershy’s eyes staring back at her.

“Fluttershy?” Twilight asked. “What’s happening? Rarity saw your cottage and couldn’t believe her eyes. Was it an attack? Are you in trouble?”

“Oh, not really Twilight,” Fluttershy said. She was slightly muffled from behind the door, but Twilight had no inclination to open it any further. She was doing her best not to breathe in as it was. “It wasn’t an attack. They’re very peaceful creatures, you know.”

“They look pretty dangerous to me. Are you sure you don’t want any help? I mean…” Twilight waved one hoof helplessly. “They’re all over.”

“It’s no problem Twilight. I’ve got it all under control. They’re just going to be here for a little while.”

“Uh, how long is ‘a little while?’”

“A week maybe?”

“A week!?” Several of the listening ponies groaned and Rarity swooned again.

“Oh yes. It’s a family gathering. I’m sorry I didn’t give you any warning, but it was rather sudden for me too.”

“Um, no problem. At least they’re here and not in Ponyville, right? On that note, are you okay Fluttershy? Your voice sounds a bit hoarse. I can’t see you when the door is in the way you know.”

Fluttershy looked a bit worried and closed the door until Twilight could see only the tiniest sliver of her in the gap. “Well, I’d like to open the door Twilight, I really would. But, uh, some of the children are in here and, well, they don’t have the same kind of self control the adults do. It smells…a bit worse in here. A lot worse, actually. In fact, it’s sort of hard even to breathe. I could open the door if you really want me to—”

“No, no, that’s fine. Keep the door closed. Please.” Twilight hurriedly backed away and covered her face with one hoof. “Did you say a week? That’s okay, I guess. Just so long as you tell your guests to stay away from Ponyville. Maybe a mile away. Or two. We’ll leave you be, okay Fluttershy?”

“Okay Twilight, have a nice day!”

Twilight hurried back down the path as quickly as she could and explained matters to the other ponies.

“She’s gonna stay in that house?” Rainbow Dash exclaimed. “For a week?”

“I think…she might smell like them right now,” Twilight said carefully. “It uh, apparently smells worse inside. It might be best if she stays there. Unless anypony else wants to offer her a room?”

The concern on the faces of the other ponies immediately turned to horror and they shook their heads quickly. Even Pinkie Pie looked ready to run at the thought of offering Fluttershy a place to stay.

“Right then. I think we’d better leave, before we make them mad.” The other ponies agreed, and the crowd dispersed with speed as every pony made haste back to Ponyville.

Twilight stopped and took one look back at Fluttershy’s cottage. What a nightmare. Fluttershy’s house was practically covered in the creatures. Fluttershy might love all animals unconditionally, but there had to be limits. Twilight personally would have rather had changelings instead.

Fluttershy’s house was covered in skunks.

Fluttershy let the drapes fall as Twilight’s figure disappeared back down the road to Ponyville. She let out a sigh of relief, and then winced. Angel, who had been hovering by Fluttershy’s side gave a squeak of alarm.

“I’m fine, Angel. Don’t worry about it.” Fluttershy forced a smile onto her face. “But having broken ribs is quite painful. I don’t think I care for it much. At least the others are gone, though.”

Angel shook his head and muttered a stream of invectives under his breath.

“You know that’s not fair Angel. I’m sure they’d be quite willing to give me some space, but you know my friends. They would want to know why.” Fluttershy sighed. “Escpecially Rarity. There’s such a thing as too much generosity.”

Angel cocked his head to one side in puzzlement.

“I think it’s called…nosiness. Unless you think that’s too harsh a word.”

Angel nodded his head vigorously in agreement.

“Well, Rarity certainly has a lot of it,” Fluttershy conceded. “Which is why your help was so essential, Mr. Fumes.”

That last comment as addressed to a rather large and elderly skunk resting on Fluttershy’s window ledge. On the outside, as it so happened. Fluttereshy had to raise her voice so he could hear her. “Thank you for coming all way here with your family. I’ll try to make your stay as pleasant as possible.”

Mr. Fumes waved one paw and went back to sunbathing. Skunks young and old lounged around him, on Fluttershy’s roof, porch, and frolicked on the grass outside. It was a sight guaranteed to instill fear in the hearts of any who saw it.

Fluttershy slowly and painfully walked back to a large armchair in the center of her room by the fireplace. It was a large antique and one of the few remaining pieces of furniture in her house still intact. The upholstery was torn and one of the legs was bent slightly, but Fluttershy gratefully collapsed into it as if it were the finest of beds. Angel slowly limped over to a much smaller chair, using a small crutch fashioned out of a splinter of wood.

“Are you still hurting Angel?” Fluttershy asked with some concern, but her rabbit just shook his head. Fluttershy knew this was a blatant lie, but Angel was stubborn, and at least his arm and leg were properly bandaged. There wasn’t much more she could do for him at the moment, and at least the merry fire helped ease their pain.

“I hope we get that package soon. I know it’s sudden, but I think I can count on a speedy delivery, don’t you?” Angel nodded slightly, and Fluttershy continued. “I’m rather looking forward to that. It’s a bit…uncomfortable at the moment.”

Angel glanced sideways at Fluttershy. She was sitting relaxed against her chair, a faint smile on her lips as she stared into the fire. At first glance, she appeared very peaceful. Well, what could be seen of her looked peaceful.

Fluttershy’s face was covered by an enormous bandage, as her wings and chest were heavily wrapped as well, her right wing also carrying a splint. Patches of red soaked through a few of the bandages on Fluttershy’s chest, but they were nothing to the mass of bloody bandages around her neck.

Beneath the bandages were a mass of stitches barely holding together Fluttershy’s skin. Angel knew this because he had been the one to sew Fluttershy up. When Fluttershy turned to smile at Angel reassuringly, it was possible to see two gaps in her teeth. A faint sheen of sweat coated her brow. There was only the slightest hum of tension in Fluttershy’s voice when she said, “I do wonder what’s taking so long. We sent a message hours ago, right after…the incident, didn’t we Angel? I hope there hasn’t been a problem.”

Angel made no comment. He just looked at Fluttershy’s face, and noticed how she was clenching her jaw hard enough to make her teeth creak. He continued watching Fluttershy as she turned back to the fire. It was only a matter of time before the pain from her wounds cracked her like an egg. Angel’s only concern was whether he should try hitting her with something heavy before that happened.

It may seem like a lot had changed in Fluttershy’s house since the events of last night. Certainly the room was different. All the furniture that had been in Fluttershy’s house was gone, leaving only Fluttershy’s armchair, a small coffee table, and a stool. The rest had been disposed of out back, or used for firewood. It made the house look empty, but that was still far better to how it had looked a few hours ago.

The bodies were gone. That was one thing different. They had been taken away and buried at the same place the others had been, taken by family members rather than buried in one grave out back as Fluttershy had first done. That fate had now been given to the bodies of the two changelings, or rather, what was left of them. Their corpses has remained relatively intact during the fight last night, but the other animals had taken a certain pleasure in tossing them off the roof several times, stomping them into the dirt, and hitting them repeatedly against rocks. What few pieces that remained had been covered with dirt deep in the earth.

The blood was gone too. That had been another task for the other animals, the rodents, birds, and of course, Harry the bear. They had done a quite a thorough job, but Angel could still see a few darker stains where the changeling’s blood had etched the wooden floor. That would require replacement of the boards, not an easy task.

Still, compared to how the house had looked nine hours ago Angel reflected, it was nothing short of a miracle. They had had to work quickly, and in utter secrecy. It was just as well Harry had come when he did.

To summarize the day so far, it would be best to recount the events that occurred shortly after dawn, when Fluttershy had killed the changeling. Harry the bear had entered Fluttershy’s house just after 3 AM, having discovered the upturned earth around the changeling’s grave on the way to the bathroom from his home in the woods. He’d entered the cottage, seen the slaughter, the dead changelings, and Fluttershy and Angel, and sounded the alarm.

It would be wrong to say that Fluttershy had no friends, as some unkind ponies in Ponyville sometimes claimed. It was true that her social network among ponies extended to very few ponies outside the Elements of Harmony, but the amount of friends she counted among the animas of the Everfree Forest numbered at least in the thousands, if not tens of thousands. She knew every creature within miles of Ponyville, and they in turn spread the word of the pegasus who could talk to animals wherever they went.

Therefore, it was not a swarm or horde or even army, but a legion of animals that descended on Fluttershy’s cottage. They found Fluttershy, dying of blood loss and Angel, stopping the blood flow from her neck with only his paws and a blanket. Fluttershy had managed to splint his arms and legs before fainting, but she hadn’t tended to her own injuries first.

Chaos reigned, with animals running, flying, and screaming until Angel brought order with shouting and Harry the Bear. Birds were sent to fetch Owlowicous, Winona, Opalescence, and Gummy. The other animals cleared up the bodies and cleaned the rooms while a smaller detachment of the larger beavers, raccoons, snakes, and other of the more dangerous animals had gone with Harry to find out if any other changelings had survived.

When Owlowiscous had arrived, followed by the rest of the ‘pet’ animals, Angel had stitched Fluttershy up under the owl’s direction. Owlowiscious was Twilght’s assistant, and as such knew a lot more about medical techniques and pony anatomy than any other animal. In fact, it would be fair to say that all of the animals owned by the Elements of Harmon were unique in some way. Certainly they possessed a greater standing in the animal community, and not just because they were owned by important ponies.

Angel was undisputedly most important, and violent rabbit in all of Ponyville. It was certainly true that Fluttershy had the respect of all the animals in Ponyville, but it was also true that if Fluttershy had their respect, Angel commanded it.

Owlowiscous was looked upon as the learned scholar among animals, even more so for the fact that he could speak to ponies, even if it was only one word. Tank likewise was considered a model of wisdom, however slow, and Winona was bright and cheerful and had a lot of pull among the bovine crowd. It went without saying that Gummy was revered for different reasons, and as for Opelescence, there was possibly no other animal so widely feared in all of Equestria than her.

In short, the animals gathered in Fluttershy’s cottage were the VIP’s of the community, and together, they got the job done. Fluttershy’s house was cleaned in short order the bodies of the fallen were taken away to be buried by families, and the changelings disposed of. Owlowiscious had been sent off with a note as soon as Fluttershy was conscious, and the rest of the animals had scattered, some into the woods at Fluttershy’s request, the rest to prepare. They had left Fluttershy alone with Angel in their cottage.

Well, nearly alone. Angel glanced at a trio of mice in one corner and two birds perched outside on a tree branch. They were there to take messages or get other animals if need be. Angel was just considering having a bird sent to check on Owlowiscious, when a knocking came from one window.

Angel sat upright and Fluttershy slowly stirred as a mouse unlatched the window. Owlowiscious swooped in, carrying a basket in his talons. He set it carefully on the floor before Fluttershy, who grabbed at the contents quickly.

Five sparkling bottles of purple, blue, red, yellow, and a darker blue seemed to glow in the fire’s light. Fluttershy checked the labels affixed to each, and opened the dark blue bottle with hooves that shook. She made to drink it, and then hesitated before turning to Angel.

“You should have some first, Angel.”

Angel shook his head vehemently and waved for Fluttershy to continue. She hesitated only for a second, but the internal reservoirs of kindness and concern were quickly swamped by the oceans of pain. She gulped all but a tenth of the bottle down in seconds, and then carefully passed it to Angel.

He sipped at it more cautiously with the help of mouse to hold the bottle. The liquid tasted like the bottom of Big Mac’s hoof after a long day working out in the sun, but the effects were immediate. He felt the pain in his paw and foot ease, and then nearly vanish, becoming a slight buzz on the edge of his awareness. Carefully, he put down the now-empty bottle and relaxed. Good. The pain was gone for him, which meant it was also gone for Fluttershy. His work was done, for the moment. Two other mice had to help catch the bottle as it slipped from Angel’s paw. In moments, he was unconscious.

Fluttershy hardly noticed Angel passing out. The relief from the pain had sent her body into a state of euphoria, and the mental high she was one completely wiped every thought from her body for a moment. When she did relax again, she took another look at the bottles Zecora had sent her. The yellow bottle was labeled for quick healing, so Fluttershy downed most of that, as well as the one for quick hair growth. The rest she left for Angel, only a fraction, but the difference in their body masses meant that was all he would need. Then Fluttershy read the note that had been attached to the basket.

Fluttershy at your request,

I have brewed these potions my very best.

However, these guests who at your house stay,

Make me want to run away.

Please take this medicine and drink it well,

I will see you in a week’s spell.

It was signed ‘Zecora’, but anyone who didn’t recognize that rhyme had never met a zebra before. Fluttershy sighed in relief. It was good that she had written about the skunks to Zecora as well. If the zebra had come in person, Fluttershy would have had a hard time explaining that the shape of her injuries. It was just as well that Zecora had accepted her explanation of an injured Angel, a balding beaver, and five sick sparrows.

Owlowisious swooped down to land on the back of Fluttershy’s armchair. Fluttershy didn’t notice this, because she was now busy looking at Angel. Her rabbit companion was still in a splint with his right leg and paw crushed, and even with Zecora’s medicines, it would take time for him to heal properly. That Fluttershy herself was injured far worse didn’t matter to her, but with her mind clear of pain, Fluttershy could now devote all of her energy to dwelling on what had happened last night.

Fluttershy turned her head carefully to look at the room behind her. It was clean, unnaturally so and empty too, but she could still see the changeling’s bloodstains etched on the floor. Her hoof twitched slightly, and Fluttershy turned back to Zecora’s medicine.

“I think we should deploy more scouts into the forest.” Fluttershy didn’t look up from Zecora’s writings but spoke to the air. “Have Harry and a group ready to move out in a minute’s notice. Once we get word from a scout, we’ll send them out.”

“Who?” Owlowiscious wasn’t sure that was such a good idea. His opinion from the start had been to talk to Twilight, but the other animals and Fluttershy had overruled him. He was quite smart even for an owl, which meant pretty smart for a pony as well. Owlowiscous had an accurate grasp of what had happened last night, and he could do the math. Why try to handle this alone? Ponies were far stronger than animals, and they had fought changelings before.

“I’ve made up my mind, Owlowiscious. We don’t bring other ponies into this. They don’t understand how serious this threat is. These changelings are fighting to kill, not to capture. I don’t want to bring my friends into this situation unless it’s absolutely necessary.”

Owlowiscious was silent, but pointedly so. As an owl that helped Twilight with her research and cataloguing every night, he had an expanded knowledge that covered psychology and medical practices among other things. Fluttershy had just killed a changeling if what he understood was true, and she had just lost all of her friends that had been under her care. Again. Her mental state was beyond fragile, and Owlowiscious was sure that she was not acting normally.

“Who who?” He ventured, but Fluttershy ignored the comment.

“Tell them I want them brought in alive, Owlowiscous. No ‘accidents’. Just do it quickly and quietly and report to me when you get them. We won’t find them for a few days I expect, so we’ll need to rotate everyone on shifts. But I want to be prepared, understand?”

Owlowiscious flinched as Fluttershy glanced at him. She didn’t say anything, but her gaze passed over him, and the look in her eye…very quietly, he shuffled away into a corner and turned his head to face the wall. His feathers shook violently.

“Good. Do it, Owlowiscious.” Fluttershy turned back to Angel and continued stroking his head. “Tell everyone.”

The firelight threw Fluttershy’s shadow across the wall and the light played across her face in odd patterns, had any of the animals been brave enough to look at her.

“It will take some time before they’re ready in any case,” she whispered. “That’s a given. We’ll take some time too. To heal, to plan. To prepare. But I’ll be ready.”

Fluttershy’s hoof stopped and she held Angel gently as she stared into the fire. “This time, none of my friends will die. I swear it.”

A week later, Fluttershy flew into Ponyville looking like she always did. Even before she had landed, Rarity was waiting for her. Most unusually, Rarity was levitating several bottles of what turned out to be perfume in the air. As Fluttershy touched down, Rarity immediately sprayed he perfume into the air, creating a cloud of scent that was probably flammable.

“Fluttershy, how wonderful it is to see you! I take it your, uh, guests are gone?”

Fluttershy coughed a few times and smiled at Rarity warmly. “Oh yes. They’ve all gone back home. Well, except for the ones who live here of course. They stuck around a bit longer.”

“Of course, of course.” Rarity carefully sprayed more perfume into the air around Fluttershy. “It’s really lovely to see you again, though. Are you here for some kind of errand?”

“As a matter of fact, I was going to see Twilight.”

“Oh really? Well, don’t let me keep you. I’ve got work waiting for me, but I’m sure we can talk again. In a few days. In the open. I’ll buy more perfume.”

“Of course. I’ll see you later Rarity.” Fluttershy smiled as Rarity made a hasty retreat, the perfume cloud following her like one of Dash’s rainclouds. Then she trotted towards Twilight’s house.

She made good time, as every pony was giving her a wide berth. This wasn’t so much due to her supposed proximity with the skunks this last week, as Rarity’s perfume. It had a lasting odor in the air that, while not unpleasant per se and such, was strong enough to overpower any nose in seconds. The skunks, Fluttershy reflected, would have been quite impressed.

Twilight answered the door on Fluttershy’s third knock, smiled at Fluttershy, and then nearly gagged at the heavy perfume in the air. She quickly blew it away with a gust of wind spell from her horn.

“You’ve spoken to Rarity I see,” Twilight commended dryly.

“Oh yes. She was quite busy I’m afraid, but we had a nice chat before we had to go.” Fluttershy stepped into Twilight’s house and politely sat in a chair while Twilight got some oatcakes. Spike was out at the moment, or else he would have taken care of the matter himself, and far more efficiently too.

“It’s rather silly of Rarity,” Twilight said as she magically tossed aside pots and pans and rifled through her cupboards in search of the elusive oatcakes. “Skunks aren’t that smelly unless they spray you, and unless you surprise them or threaten them, they won’t spray you. You don’t smell any different than you normally do in any case.”

“That’s quite nice of you to say Twilight,” Fluttershy accepted a rather crumbly oatcake as Twilight took a seat across from her. “But I do smell a tiny bit. Some of the young skunks can get rather excited, and they don’t mind the smell.”

“Well, Rarity’s perfume covers it up nicely. Anyways, what brings you here Fluttershy? Did you need something or are you just here to hang out?”

Fluttershy put down the oatcake to one side. “As a matter of fact, I was looking for a few books and I thought you could help me out, Twilight.”

“Really? That’s unusual for you Fluttershy. Well, this is a library so go ahead and tell me what you’re looking for.” Twilight ate the oatcake rapidly, sprinkling bits of it everywhere.

Fluttershy winced as the crumbs fell to the floor. She decided to bring up raising Spike’s allowance with Twilight when she got the chance. Any dragon who had to clean up after Twilight deserved a lot of bits.

“As a matter of fact, I was looking for books on military tactics and warfare. Strategies for smaller groups taking on bigger, stronger armies. That sort of thing.”

“Well, that should be too hard.” Twilight got up from her seat, trampling the oatcake under her hoof as she turned to her bookshelves. “I don’t have as many books as the royal library in Canterlot, but I’m sure I have some books on military strategy.”

A thought occurred to Twilight as she was halfway to her bookshelves. She turned back to Fluttershy. “Uh, Fluttershy.”

“Yes Twilight?”

“Why do you want books on military strategy?”

Fluttershy seemed to freeze up for a second, and Twilight thought she looked panicked. But then she smiled, and Twilight wondered if she had just imagined it.

“Well…it’s for Gerome you see.”

“Gerome?” Twilight was very confused now. “Who’s that?”

“Gerome, you know, one my animal friends.” Fluttershy looked innocently at Twilight. “Don’t you remember him?”

Twilight’s mind raced frantically. Fluttershy’s friends were numerous and varied and while she knew all of them by name, her pony friends did not. But clearly Fluttershy had mentioned this friend to Twilight before…Twilight decided to bluff it out.

“Oh Gerome!” Twilight said clapping a hoof to her forehead, “of course I remember him. I haven’t seen him scampering around your cottage lately, that’s all.”

Fluttershy looked puzzled. “Scampering?”

Twilight felt a drop of sweat start to materialize on her brow. “Uh, of course. He’s always moving about, isn’t he? Energetic little guy.”

“Gerome is a lobster, Twilight.”

Beads of sweat were now rolling down Twilight’s face, but Fluttershy didn’t seem to notice. “Oh, right. Of course. How silly of me! Gerome the Lobster, how could I forget?”

“Yes, well, he’s a major military buff as I’m sure you’re aware.”

“He is?”

“Oh yes,” Fluttershy said seriously. “I told you all about him, don’t you remember? He’s a huge fan of military history and he’s quite the amateur expert in the field. It’s hard for him to find good books what with being a lobster and all, so I sometimes read to him. I think I introduced you sometime last week. I’m sure you wouldn’t forget.”

“Of course not,” Twilight said hastily. “I’m just a bit scatterbrained right now, that’s all. A book on military strategy you say? No problem.”

Twilight turned and fled back into her bookshelves, reemerging a few minutes later with two books hovering behind her.

“Here we are. War: Kicking Other Ponies in the Face by Tacticus Strategus, and Guerilla Warfare with Gorillas by Ishmael.”

“Ishmael?”

“Yep. He was a gorilla.”

“Oh. Well, thank you Twilight. I’ll be sure to bring them back in a few days, okay?”

“No problem. Take your time.” Twilight waved one hoof airily. “Not many ponies come in here for books, so I doubt anyone’s going to miss them. Just make sure the mice don’t try eating the pages, okay?”

“I’ll be sure to tell them. Thank you, Twilight. I’ll see you later.”

“See you Fluttershy. And uh, say hi to Gerome for me too will you?”

“No problem.” Fluttershy trotted out of Twilight’s door and back through Ponyville towards her cottage. Along the way, she mentally made a note to find a lobster and name him Gerome in the near future. It never hurt to cover your tracks.

Fluttershy was halfway to her cottage when the bushes beside her rustled and a hare jumped out. He waved and gesticulated at Fluttershy who bent her head to the ground to listen.

“Very well Theodore,” she said at last. “Thank you for telling me. I’ll go right away.” She carefully laid the two books on the ground in front of the hare. “Could you bring these back to the cottage for me? Make sure the mice don’t eat the pages please.”

Theodore nodded and bounded off with the two books as Fluttershy turned off the dirt path to her cottage and towards the Everfree Forest. She moved faster now, and not just because she was unburdened of the two books. She had finally received the news she had been waiting an entire week to hear.

The journey was short, as Fluttershy’s destination was on the outskirts of the Everfree. It was a small glade in the forest, but most unusually, this glade had a rickety shack built out of wood in the center. It wasn’t the most stable of constructions, being held together with lots of nails and luck, but it was mainly there just to keep anyone from seeing inside. Not that this was a problem here, of course.

Ever since the Crusaders had gotten in to trouble in the Everfree they had been banned from entering the forest, and no other pony would ever enter it in any case. Only Zecora regularly traversed the woods, and this spot had been chosen well away from her normal route. Just in case, there were two beaver sentries keeping watch outside. They slapped their tails and saluted Fluttershy with a paw as she got closer.

She nodded to them and carefully stepped into the shack. It was quite dark inside, but her eyes soon grew used to the dim lighting. And what Fluttershy saw inside the shack were changelings.

Three, to be exact. They were sitting in the center of the shack, surrounded by wary animals. The changelings were somewhat worse for wear, their carapace scratched and cracked in places, but they were otherwise unharmed. They were also tied up and secured with so many ropes that they looked like worms, but the animals weren’t taking any chances.

Around the changelings were the more dangerous animals, the eagle, hawk, badgers, more beavers, Opal, a small army of squirrels, Angel, and of course, Harry the Bear. He was occupying most of the small building and his expression was not something you ever wanted to see on a creature Harry’s size. The changelings were watching all the animals, but their gazes kept flickering back to Harry.

All eyes turned to Fluttershy as she walked in, and there was a moment of stunned silence from the changelings. Then they hissed and spat at her, fighting their bonds until Harry brought one heavy paw down on the ground with a thump that shook the entire shack. Fluttershy waited until there was complete silence and every eye was on her before speaking.

“Good day everyone. Hello, Harry. Hello to you too, Mr. Changelings.”

The changelings stared at Fluttershy with what could only be called wary suspicion. She only smiled and walked around them so that they were forced to turn their heads. “It’s quite a nice day outside. Lovely weather and a cool breeze. Perfect for having a stroll, wouldn’t you say?”

Several of the animals around Fluttershy nodded and voiced agreement. She waved them to silence.

“A lovely day,” she repeated. “So it’s curious to me why my friends found a group of changelings just wandering through the forest. Rather suspicious, wouldn’t you say?”

The changelings were silent as Fluttershy walked around them in a slow circle.

“Given the history of changelings in Equestria, I can’t think you’re up to anything but mischief here. And I’m quite familiar with the…mischief changelings can get up to. But I also know that changelings don’t usually work alone. You wouldn’t be wandering through the Everfree unless something or someone ordered you to.”

One of the changelings twitched at this, and the changeling next to him kicked him hard.

“Oh, there’s no need to pretend,” Fluttershy said. “I know you’re working for Chrysalis.”

Three hostile glares were leveled at Fluttershy, but the changelings said not a word. Fluttershy circled them once, and then came to stand in front of the three changelings.

“I’m not trying to pry or anything, but I would like to know why Chrysalis is in the Everfree Forest. It seems to me that she’s not here for anything good, and I’d like to know what mischief she has planned. If you’d like to tell me anything of what she plans, I’d be very grateful.”

One of the changelings spat at her. His green saliva landed on Fluttershy’s cheek where it sizzled. Angel quickly tossed Fluttershy a handkerchief and she calmly wiped the spit away. The changelings grinned maliciously and laughed. Changeling vocal chords are not like ponies, so what emerged was a high-pitched crackling sound.

Harry hit the changeling who had spit at Fluttershy. It was a casual slap across the changeling’s face, but it came from a bear’s paw. The changeling flew and smashed into the wall. Parts of his exoskeleton cracked and the changeling crumpled to the ground soundlessly. The laughter of the other two changelings cut off at once.

“I’m terribly sorry about that.” Fluttershy gestured towards Harry, whose expression was murderous. “Harry is just a bit irate at the moment.”

The two changelings edged as far back from Harry as they could until their backs hit the wall. Harry took a step forwards, but Fluttershy put one hoof on his leg and shook her head. Harry met her eyes briefly. Then, to the changeling’s amazement he grumbled and left the shack.

“Harry is just collecting his thoughts.” Fluttershy gave the changelings a sweet smile. “I’m sure he won’t be needed here. I’d just like to ask you a few questions, that’s all.”

The changelings were silent again, but now they were nervous. They eyed the exit of the shack, where they could see part of Harry’s body as he un-surreptitiously lurked there. Their eyes turned as one back to Fluttershy.

“A few questions,” she repeated. “If you answer a few simple questions for me, I’ll be happy to let you go back to Chrysalis. We’ll even bandage up your friend here.” She waved to the prone changeling on the ground. “But if you don’t want to tell me anything well, I suppose I’ll have to let Harry ask the questions.” Fluttershy sighed.

“Harry is quite good at asking questions. Unfortunately, he’s not very nice when he asks questions, and he has a bad temper. I’m sure you wouldn’t want to see Harry mad.”

The changelings looked back at the entrance to the shack and flinched as one. They most definitely did not want to see Harry mad.

“So just answer a few questions and you can go. Okay?”

The changelings considered this. They looked at Fluttershy, and then at the shadow of Harry lurking outside. Then they thought of Chrysalis. Slowly, both changelings shook their heads.

“You won’t tell me?” Fluttershy looked from changeling to changeling. “No one will ever know. It’s not that hard.”

The changelings shared a look. Then each one studiously looked at the floor or ceiling, avoiding Fluttershy’s gaze.

She stepped closer to the changeling on the left. He couldn’t avoid her, and she stared deep into his eyes. There was nothing but kind concern in hers. “Won’t you please tell me?”

The changeling seemed to hesitate for a fraction of a second, but then his head turned away and he stared fixedly at the wall. He heard Fluttershy give the tiniest of sighs.

Thirty seconds later the other animals managed to drag Fluttershy off of the second changeling. It took twelve of them to do it, and six more to drag the stunned and bleeding changeling away from Fluttershy.

The last changeling looked in horror at what had happened to his companion. The unlucky changeling’s face was crack and bleeding from several spots where Fluttershy had hit him with her hooves. Part of his horn was snapped off, and his right eye glued shut with his green blood. He had tried to cover his face with his hooves, which is why one of them was broken.

Fluttershy got up carefully as the other animals released her. She had green blood on her hooves and wiped it away carefully on the dirt floor. She walked slowly to stand over the last changeling, who flinched away from her.

“I do hope you want to talk,” she said to him. “Otherwise I’m afraid it’s Harry’s turn. If you still don’t want to talk, we’ll have to let you heal—I mean rest for a while. Then we’ll try again. And again. Until you’re ready to answer our questions. And then we’ll compare what you have to say with your friends and if it doesn’t match, we’ll have to get…unfriendly.”

Fluttershy leaned down until there was only an inch between her and the changeling.

“So tell me. Are you ready to talk?”

The changeling looked at Fluttershy. He looked at Harry’s shadow. He thought of Chrysalis. Then he looked at his companions. He opened his mouth and began to speak.

Fluttershy walked alone through the forest. She waited until she was well away from the other animals and the changelings before she found a group of bushes. She stepped into it and made sure no one else could see her. Then Fluttershy vomited everything in her stomach, again and again until nothing came up. Shaking slightly, she left the bush.

Angel hopped around a nearby tree holding the handkerchief. Fluttershy stared at him in surprise for a few seconds, and then took the cloth and wiped her mouth. Angel waited patiently, but Fluttershy seemed to forget that she held the handkerchief. At last, Angel hopped over and took it out of her hoof. Fluttershy gave a start and looked down.

“Oh, thank you Angel. I’m sorry it’s so messy.”

Angel made no comment. He was used to cleaning up after Fluttershy when she was upset. A thought struck him suddenly, and he looked at the handkerchief in his paws. It was messy, stained with digestive juices and undigested food and partly eaten-away by the changeling’s acidic spit. But there were no tearstains. Angele looked up at Fluttershy’s face. It was dry.

“I’ve never hit another person before, Angel.” Fluttershy said, oblivious to his scrutiny. “Never. But now I’m hitting changelings and threatening them. What’s happened to me?”

Angel said nothing. Fluttershy stared blankly at a tree.

“Where is the kind Fluttershy now I wonder? She is not here. No, not here. She has gone away. Far away to mourn her friends. All that remains is me. Not mean Fluttershy, or even jerk Fluttershy. Cruel Fluttershy is here to kill and stop the changelings. And I’ll do it. Again and again, until kind Fluttershy can come back.”

Fluttershy looked up into the sky. The sun still shone overhead and the sky was blue and clear. But down in the forest, the shadows still grew and there was as much darkness and light.

“I can’t go back now Angel. It’s too late for me. But maybe I can make it so I’m the only pony like this. No one else has to do what I’ve done. And maybe, if I do it right, no one else will die.”

Angel was silent, but his eyes were locked on Fluttershy’s face. She smiled slightly as she looked up, but it wasn’t her normal smile. It wasn’t full of happiness or kindness. It was just a small, sad smile. It had only regret to offer.

“Cruelty isn’t easy Angel. It’s hard to be mean. But I guess there’s no one better suited to it than me.”

Angel looked bewildered. Fluttershy smiled again and brushed at her cheek where the changeling had spat at her. The fur there had dissolved away, and the skin was red.

“It’s quite simply, really. I’m the Element of Kindness. I know so much about being kind. So all I have to do to be cruel is to think of the opposite of what I normally do. Instead of hug, hit. Don’t kiss, but bite. Where I should comfort, I scare and frighten.”

Fluttershy paused as if a realization had struck her.

“Maybe that’s the truth of the Elements of Harmony. We can be the best or the worst if we choose. Rarity can be amazingly selfish, and Applejack goes could be the best liar since everypony trusts her. Rainbow Dash can abandon everything and just fly away. Pinkie Pie could bring about screams and tears just as easily as laughter. And Twilight…I guess few ponies know more of the magic than her. If she wanted to, she could bring about the end to magic itself.”

Fluttershy scuffed at the ground with one hoof.

“That’s all what we could be, of course. But my friends aren’t bad ponies. They’d never do something like that. But I killed two changelings. It’s different with me.”

Fluttershy turned and looked Angel in the eyes.

“Chrysalis is coming, Angel. You heard what the changelings we captured said. She sent these scouts into the forest. Even as we speak, she’s gathering the changelings and coming with an army. I know what she wants. She’s not coming for Canterlot again, or trying to deceive her way to power. She’s coming for revenge. She’s coming for the Elements of Harmony. She’ll wipe out Ponyville and kill us all if no one stops her.”

Angel looked into Fluttershy’s eyes, and then away. For once, he couldn’t meet her gaze. There was an alien, cold light there, and it was far more terrible than her stare. He felt Fluttershy’s hoof caress his head gently, but dared not look up at her face.

“Get ready, Angel. Tomorrow we go to war. Chrysalis is coming with the greatest army Equestria has ever seen in years. But I’ll stop her, I promise. Even if it means killing. Even if I have to be cruel.”

Angel felt the hoof withdraw, and heard Fluttershy walking away into the forest. He trembled slightly. He could still feel the touch of her hoof on his head. So gentle, as she always was. But her eyes haunted him. They weren’t her normal eyes. He shivered in memory, uncontrollably.

But so what? Fluttershy was acting tougher, stronger. She was ready to fight changelings, threaten them if need be. That was what Angel had always wanted, wasn’t it? A more capable Fluttershy, not one that crumpled at the touch. He had wanted that, right? Well, perhaps, but not like this. But what choice did they have?

They, the animals of the forest, needed a leader now. A strong one. One who could fight changelings and win. There would be time later to figure out what do to with Fluttershy. They’d return her to normal when this was all over. Angel would see to that. But for now, let her be as ruthless as it took if it meant their survival.

Slowly, Angel’s shaking slowed and stopped. He looked down at the handkerchief in his paws and then dug a small hole and buried it in the forest floor. Above all, no one else could see signs of Fluttershy’s weakness. Then he hopped through the woods after Fluttershy. She needed someone to carry out her orders, and to give orders in her name. That was Angel’s duty, and he’d do it well. He’d protect her, until she no longer needed protecting herself.

In the forest, Fluttershy walked alone. Her mind raced with thoughts. Plans, terrible ideas that flitted through her brain. She had so much to do. But there was another part of her that was whispering. It was a small part of her now, and its voice no longer filled Fluttershy’s mind as it used to. It could only whisper, and the rest of Fluttershy no longer heard it. But it still whispered out into the forest, a poem, or perhaps a song.

Where has the kindness gone?

Far away, far away.

Gone to mourn the friends who have died.

And only cruelty remains.

Come to kill and hurt and maim,

In order to protect and save.

There are no options left now,

Not any others for me to take.

It’s too late to turn back.

Too late to turn another page.

So until kindness can return,

Cruelty is here to stay.

And the forest absorbed the poem and returned nothing. And in time, the sun set and the forest was filled with shadows. Until only darkness remained.

Chapter 8a: Terrible War

A squad of changelings darted through the forest. These weren’t your average changelings. For one thing, they were bigger, more imposing changelings that were closer in size to stallions than ponies. They were also scarred, their carapaces etched with their past battles. They moved with confidence and what even might have been called grace through the trees, always alert.

They were the elite of Chrysalis’s army, and they were her most deadly warriors and scouts. If they ran across any other ponies, they would dispose of them in an instant and steal their shapes before continuing onwards. They were the advance guard, the shock troopers and the first part of a strike force that would destroy Ponyville.

They were also being watched.

The changelings entered a clearing and stopped. Their experience told them that clearings in the forest were most often chosen as traps. It was unlikely that any ponies were lying in wait given that no one living knew of the changeling’s presence in the forest, but there was still the matter of the three changeling scouts that had gone missing a few days ago. Whatever had eaten them might still be around.

The changelings spread out as they moved through the clearing. They were on guard, ready for a surprise attack.

None came.

The changelings relaxed as they reached the end of the clearing. Nothing to worry about after all. It was just the darkness of the Everfree Forest that made it seem as if there was something lurking around every corner. Still, they were almost impossible to see in the cover of the trees. Ponies would never see them coming, let alone have the time to lay a trap.

The lead changeling reached the trees on the other side of the clearing. He hesitated, and held up one hoof. Instantly, the other changeling warriors paused and crouched, immediately alert. The lead changeling peered closer into the shadows between the trees. He looked closer and squinted hard, unsure. He took once cautious step forward—

A huge paw reached out from between the trees and grabbed the changeling by the head and pulled him into the forest. The changeling had only time enough to scream before there was a terrible crunching sound and silence.

Birds chirped overhead as the changeling warriors looked at each other in shock. As one, they retreated back into the clearing and formed a circle, watching the forest for any signs of movement.

There was nothing moving around the clearing. No sounds either, except the persistent chatter of birds. The changelings waited, muscles tensed for the slightest hint of an attack. Nothing happened. The birds sang away, from overhead as the changelings waited.

The silence was getting to the changelings, and the annoying tweeting of birds wasn’t helping them. At last, one of the changelings looked up in irritation as the birds continued to whistle and chirp. He raised his face upwards, and had time only to scream before the falling rock turned his head into an explosion of green paste.

The changelings looked up. Far, far overhead was what looked like a cloud of small black shapes. No one looking up would have noticed it or cared. The changelings would have paid it no mind save for once crucial detail: the black specks were actually birds. And they were dropping rocks.

Rocks the size of a pony’s hoof fell from the sky and thudded into the clearing with enough force to send geysers of dirt soaring into the air. The changelings scattered as they tried to protect their heads with their hooves. It might have seemed odd for a group of elite changeling warriors to flee a few birds dropping rocks, but it was only odd if you didn’t consider the physics.

Force is mass times acceleration. Acceleration is a product of velocity over time. And velocity is affected by gravity. Even a very small stone falling at speed from hundreds of feet in the air can hit the ground hard enough to shatter. However, wind resistance can slow down even large objects so that they never reach high speeds, thus mitigating the effects of altitude. That’s why all the stones dropped by the birds were carved into points for maximum aerodynamic speed.

Pointed missiles thudded into the ground around the changelings, causing them to scatter. It wasn’t that the birds were good shots – they didn’t need to be. Being hit by just one of those rocks coming at over a hundred miles per hour was enough to piece the changeling’s armor, and since the rocks were falling from overhead, what they mostly hit were the changeling’s heads.

Another changeling collapsed with a narrow shard of stone sticking out of his head as the leader of the changelings ordered an advance into the trees. That at least would make it harder for the birds to hit the changelings. The warriors rushed as one into the inviting protection of the forest.

Too late, the changelings remembered why they should have stayed out in the first place. Another paw the size of a changeling’s head reached out from behind a tree and grabbed another changeling. By it’s head. The paw then withdrew back behind the tree with the changeling, and there was a horrendous ripping noise and a few squelches before the paw reappeared.

This time, it came with the rest of the body, and the changelings found themselves looking up, up, up into the eyes of a very tall, very angry bear. His muzzle was dripping green with changeling blood, which hissed and sizzled as it hit the forest floor, but that only seemed to be making the bear angrier.

The changelings turned to beat the most strategic retreat in history but they found their path blocked.

By animals.

This would not normally be the most intimidating of sentences, and indeed ranks low on the scary side for any group of warriors encountering a hitherto unseen foe. However, the devil is in the details, and the corpse doesn’t swing without the gibbet after all. What made the changelings stop was an additional detail that was quite noticeable of the group before them.

They were animals. With weapons.

Squirrels are not scary, unless they’re rabid or attacking in droves. Even tyrannical overlords of certain nations have been toppled by mass-squirrel attacks, but it is generally agreed that they are not intimidating even when they’re trying to bite your eyes out. However, give a squirrel a knife and suddenly they’re not so fluffy.

What for a pony is a small knife turns into a broadsword in the hands of a squirrel, or perhaps a battering ram with a pointy end if it’s a big knife. But then, these were big squirrels, and while they lacked the muscle mass of larger animals, they had a lot of fine weapons and there were a lot of them. If the changelings tried to go through the squirrels, the squirrels would go through them in short order and only bits and pieces would come out the other side.

The changelings hesitated, and turned back to look at the bear. True, it was a solitary bear and true, these changeling warriors had killed bears before. However, that had always been sneak attacks conducted with overwhelming numbers and moreover, none of the changelings remembered ever seeing a bear this big. Or angry.

The changelings turned back to the animal army. That wasn’t any more appealing of a choice either. The squirrels were only the advance guard in the army. There were bigger animals too. Beavers were big, could carry much larger weapons, and had teeth that could bite through logs. They were armed with hammers and while a hammer doesn’t seem as scary as a knife, it’s worth remembering that a hammer can force a nail through a piece of wood quite, quite easily.

The changelings hesitated, and that was their last mistake. They might have fought though the bear, or overwhelmed the animals through luck and daring, but they were not prepared for a tree to fall onto them. It struck the ground with an almighty crash, crushing five changeling warriors under its broad surface.

The shocked changelings had only a moment to towards the base of the tree before a small, white rabbit bounded into view. He was carrying a knife which he held aloft, and he was followed by a pair of beavers, a white cat, a dog, and what looked like a miniature crocodile. The rabbit waved his knife and screamed a command unmistakable even across languages.

As one, the animals charged. The changelings had only one moment to give thanks that at least Chrysalis wouldn’t be able to take them to task for losing to a bunch of animals before they were covered in a mass of writhing, biting, stabbing bodies.

“Want another slice of cake Fluttershy?” Pinkie Pie asked, bouncing around her pegasus friend.

“No thank you Pinkie Pie,” Fluttershy said politely and covered her plate in case her friend decided that ‘no’ meant ‘yes’. “I think five slices is enough for me today. Thank you for offering again, though.”

“No problem!” Pinkie Pie zipped away to the desserts table before reappearing with a cherry pie. She flipped it into the air and ate it in a single gulp, defying natural law and her daily nutritional intake in one go. “Just tell me if you want anything more to eat, okay? It’s a special day after all!”

“Ah’m not sure that this is such a special day Pinkie,” Applejack commented over her sixth slice of cake. “It don’t seem to me that this day is too special.”

Pinkie Pie halted mid-bounce. “What do you mean, Applejack? Today’s really special! Otherwise, why would we be having a party?”

Applejack scratched her face with one hoof. “Yeah, but this is a Tuesday Party, Pinkie.”

“And?”

“We have this here party every Tuesday. Well, at least every Tuesday we’re not busy.”

“Exactly!” Pinkie Pie leapt back into the air. “Tuesday’s such a special day that we have to celebrate it!”

“Yeah, but what about tomorrow’s Wednesday Party?”

“Equally important! I’m looking forwards to it just as much as I am to Thursday Party!”

“Yeah, that too. And of course, there’s Friday Party…”

“Don’t know what I’d do without it!”

“Saturday Party…”

“Indispensable!”

“And Sunday Party and now that ah come to think of it, we already had Monday Party and—”

“I think what Applejack’s trying to say,” Twilight interrupted, gently edging her way into the conversation with a cup of fruit punch hovering next to her, “is that maybe some days aren’t as special as, you know, holidays. Like Nightmare Night, for example.”

Pinkie Pie’s face twisted with the effort of mental calculation for a few seconds. “I suppose so,” she conceded grudgingly, “but I like to celebrate every day!”

“Y’know, I sorta noticed that.” Rainbow Dash came to hover over the other partygoers, a party horn in one hoof. “Not that I mind free cake, but it’s sort of weird to have a party with only six ponies.”

“Yes, I was wondering about that.” Twilight glanced around Sugarcube corner, which was indeed rather vacant. “Normally we’d have more ponies here, or at least some of our pets. Where’s Gummy? He’s always with you, Pinkie Pie.”

“Oh, he’s off with some other animals,” Pinkie Pie said casually. “Something about an ambush later today. I wasn’t really paying attention.”

Twilight frowned and opened her mouth, but she was interrupted by Fluttershy tripping into her, sending both ponies crashing to the ground. The cup of fruit punch Twilight had been holding aloft magically tumbled down in the sweetest of arcs, about to splash both ponies.

It did not, because someone else caught the cup as it was about to tip over. A blue glow surrounded the cup as Rarity set it gently down on a side table.

“Good catch Rarity,” Twilight said, getting to her feet. “Are you okay, Fluttershy?”

“Oh yes, I’m so terribly sorry about that.” Fluttershy accepted Applejack’s hoof and got up slowly. “I must have tripped on a loose floorboard. What were we talking about again?”

“Oh, we were talking about how Gummy was off doing secret things with the other animals!” Pinkie Pie supplied cheerfully. Twilight thought she saw Fluttershy’s left eye twitch for a second, but Rarity cut into the conversation.

“Honestly, that isn’t what we should be discussing right now Pinkie Pie. I’m more worried about this mysterious burglar who’s been terrorizing Ponyville lately.”

Twilight thought she heard Fluttershy give a tiny sigh of what sounded like relief.

“Oh yeah, that!” Rainbow Dash swooped lower and grabbed a cupcake and donut off the desserts table. “I heard about that just yesterday. Wasn’t there an article in the Ponyville Express?”

“Yup,” Twilight said, tearing her attention away from Fluttershy for a second to fish in her saddlebag. “I have it right here.”

She spread out the newspaper and held it for the others to see. Emblazoned on the front page as the caption: Mystery Thief Strikes Again! Kitchens across Ponyville raided by unknown criminal!

“Ugh, how repulsive,” Rarity exclaimed. “Imagine somepony doing something like that? And in Ponyville of all places! I can’t believe my neighbors would ever contemplate such a thing.”

“Ah thought it was weird how it was only kitchens that were bein’ burglarized,” Applejack commented. “Ah don’t think there’s many valuable things in a kitchen. But we’re missin’ some tools from the barn up in Sweet Apple Acres, so maybe the thief stole that too.”

“It sounds perfectly dreadful,” Fluttershy agreed. “It’s just too bad that there’s no evidence or suspects.”

“Yeah!” Pinkie Pie snatched the paper out of Twilight’s hooves and wore it over her head like a cloak. “The thief just comes in the night and disappears. Even when ponies are on the lookout, they can’t find a trace of the thief. No hoofprints anywhere. It’s almost like whoever done it isn’t a pony at all!”

“Y’know, that’s not a bad thought Pinkie,” Twilight commented. “It’s hard to imagine any pony stealing a bunch of knives and some hammers when it’s easy enough to buy them. Maybe it is someone besides a pony who’s doing it.”

“Yeah, like Tank!” Rainbow Dash sniggered. “I found him carrying my kitchen knife earlier today. I think he was trying to hide it in case the burglar broke into my house. I don’t think he understands that I live in the sky.”

“Oh, I’m sure that Tank was just being cautious,” Fluttershy broke in quickly. “You know how he is. But maybe the mystery thief is a pegasus after all, Rainbow Dash. That would explain why nopony’s seen his or her hoofmarks so far.”

Rainbow Dash scratched her head thoughtfully. “A pegasus, huh? That could be it. I’ll keep an eye on the skies at night and see if I find any clues.”

“That sounds very wise,” Fluttershy said with a smile. “But you know, I don’t think we’ll find the thief so easily. They could be miles away by now, and it could be anyone. Even, say, a diamond dog.”

Rarity shuddered at the suggestion. “I do hope not. They’re brutish and uncivilized enough as it is without adding in thievery to their failings.”

“Yes, well, it’s only one possibility.” Fluttershy gave the others a big smile. “Besides, I think that now Ponyville’s on the alert for this thief the stealing should stop. He—or she probably has what they came for by now.”

Two hours later, Fluttershy left Sugarcube corner weighed down by a full stomach and a ‘cake for the road’ Pinkie Pie had insisted on giving her. She made her farewells to her friends and set off back to her cottage at a slow, casual walk. Her gentle stroll lasted until she was out of sight of Ponyville, upon which her pace picked up markedly. Fluttershy trotted down the dirt road until she reached a single pine tree by the road.

Carefully, Fluttershy laid down the cake box next to the tree and spoke into the empty air. “Report.”

At her words a small sparrow hopped out from behind the tree and alighted on a branch next to Fluttershy. It chirped a short greeting and held out something black in one small talon.

Fluttershy took it and turned it over. “Hm. Changeling chitin. Different coloration than normal changeling armor, though. Did the ambush team run into another changeling scouting party?”

The sparrow chirped once in confirmation.

“Casualties?”

The sparrow chirped again, and Fluttershy closed her eyes briefly.

“How many?”

The sparrow dipped its head twice. Two.

“Prisoners?”

Two cheeps this time. Fluttershy wondered whether the sparrow was telling the truth, but even if there had been prisoners captured, they wouldn’t be among the living now.

“Well, tell Angel to bury the bodies of he hasn’t already. Have Ambush Group B take over once that’s done. I don’t think Chrysalis will send another party so soon, but let everyone know they’re to keep an eye out.”

The sparrow nodded it’s head, and Fluttershy gave it a smile. “Thank you, Willow Wing. I appreciate you waiting for so long. I’m afraid the party went a little long, but I have a cake you can share with the others.”

She indicated the box beside her. “The squirrels will deliver everyone a slice later. Just make sure no one overeats. And tell Angel to bury the bodies deep. No traces, okay?”

The sparrow nodded, and flew away into the forest. Fluttershy left the cake box where it was, and continued back to her cottage. She had to feed her friends, or at least the ones not currently on duty, plan out the next ambush and check on the latest intelligence reports, and then have a word with Tank on the meaning of discretion.

Fluttershy smiled to herself. It wasn’t the nicest of smiles, nor the happiest, but it was tinged with that could only be called grim satisfaction. This was the fourth scout group they’d intercepted this week, and despite the few casualties – each one a blow to her heart – Fluttershy’s small army had managed to totally annihilate each group of changelings they’d found.

And when every bird in the forest was reporting any suspicious movements to Fluttershy, she was certain that no changelings had gotten through the forest. Idly, Fluttershy wondered how Chrysalis would react when she learned of another scouting group missing. She’d bet that Chrysalis wouldn’t be too happy with the news.

Chrysalis screamed. “What do you mean, you don’t know!?”

The unfortunate changeling cowered back against the wall. He tried to stammer out an explanation, but it was too late. Chrysalis’s hoof hit the wall with a thump that shook the entire building. That it had also gone straight through the skull of the changeling was a minor concern, and Chrysalis only paused to wipe the green goo off of her hoof before turning to the second changeling.

“Explain. Now.”

Chrysalis listened with vexation as the second changeling stuttered and stammered his way through the scout party’s report. By the end of it, she was so disheartened she didn’t even bother to kill the changeling; she merely threw it bodily out of the room with a burst of green magic.

The changeling had given her all the details, and wracked his brains for the slightest bit of information, but in the end it was the same story. A scouting party had been sent out five hours ago, and had failed to report back in.

Again.

A larger war party had been sent to find the scouts, but they’d run into countless traps and ambushes that took one or two changelings at a time and left no witnesses. The changelings had retreated until they reached the safety perimeter of guards Chrysalis had posted outside the main camp, and then the mysterious attackers had vanished back into the forest without a trace. It was the same story, and Chrysalis was getting tired of hearing it.

The changeling queen paced up and down in the small room and felt the frustration building again. This wasn’t right. Absolutely none of this situation was right, right down to the fact that she was being forced to fight some mysterious army in the Everfree Forest in a small ramshackle hut, rather than ruling from Canterlot. What had happened? How had everything gone so wrong?

Chrysalis knew what had happened. Twilight Sparkle had happened. Her and her stupid sunshine dance, which had led to Chryalis not only failing to conquer Canterlot, but being tossed hundreds of miles away by some kind of love-powered magical force field. That had been bad, but this was intolerable.

Chrysalis reached one wall of her small wooden hut, snarled, turned around and reached the other side in three steps. This was what passed for her personal quarters these days, now. She had been waited on mouth-and-hoof by countless ponies in Canterlot castle, but now she was relegated to a small ramshackle building made out of wood by changelings.

The hut was unevenly built, and held together with nails, excessive amounts of sticky tree sap, and luck. That was the problem with changelings, Chrysalis reflected. Aside from their ability to transform and fighting capabilities, the only talent changelings had was their ability to sing acapella.

If you wanted technological advancement, you’d have to look outside the changeling race to get it. And that was what Chrysalis had done, and she’d laid plans and gathered her forces until she was ready to take over a nation in one daring move. She’d come so close, too. It had been within her grasp. But that stupid Cadence and the idiotic fool Shining Armor had ruined her plans and destroyed over half of her forces, leaving her in this pathetic dump.

Chrysalis turned and paced back to the other wall. It took her three strides. She turned again, and tripped over a plank of wood some changeling had left there by accident.

The changeling encampment was full of busy changelings, eating, training, patrolling, or practicing their acoustics by singing popular changeling songs. They all stopped and turned as one as one of the huts in the center of the encampment exploded in a rain of wood and green magic.

Chrysalis stepped out of the flaming wreckage and looked around slowly. At once, every changeling sprang into action, attending double-time to their duties with the exception of the singing changelings, who quickly went on guard duty on the other end of camp. All the changelings studiously avoided meeting Chrysalis’s gaze, or for that matter even glancing in her general direction. While her looks were not known to kill, her hoof and her horn often did the job instead, and that went double for when she was angry.

Chrysalis’s gaze swept over the camp and alighted on a group of trembling changelings. These weren’t your typical changelings. It would be hard for an outsider to describe just what made them unique, but there was something – a slightly fading of their wings, more cracks in their chitin, and perhaps just the lighter blue of the eyes, that hinted at their advanced age. Still, they were changelings and thus still physically fit. They all wore red armbands, a variety of changeling medals, and expressions of utter terror.

“To the war tent,” Chrysalis snapped. “Now.”

The elder changelings rushed to follow their queen as she swept into a large tent in the center of the camp. When they finally mustered the courage to enter the tent, the changelings found Chrysalis studying a large map spread over a table in the center of the room. Muttering quietly amongst themselves, the changelings spread out around the tent, keeping a wary eye on Chrysalis as they did.

They were Chrysalis’s advisors. Well, in truth, it would be closer to say that they were Chrysalis’s servants, because their actual usage in any advising capacity had ended long ago. Chrysalis gave orders. She did not react well to orders herself, or even the most gentle of suggestions, come to that.

The so-called advisors were there so she had an audience, and to relay orders, and generally do the menial tasks Chrysalis had no inclination to do herself. It was a way to keep the elderly off the front lines, but since it was Chrysalis they had to wait on, no changeling regarded this as a very positive retirement plan.

And now Chrysalis was studying the map, and her expression was not pleased. The advisors were not pleased either. As the elders of their race, they could not expect the quiet dignity and respect that came with age. They could expect Chrysalis to unload her fury on what she considered useless invalids, though.

“Why is this happening?” Chrysalis’s question was more to herself than her advisors, but they knew better to interrupt in any case. She peered closely at the map in front of her, tracing one hoof across it.

Anyone looking at the map in front of Chrysalis would have been impressed with the quality of cartography displayed before them. It was a downsized version of the Everfree forest, with Ponyville on one end and the changeling camp on the other. It’s normally very hard to recreate geography that accurately, but when you have scouts that can fly it makes things much easier.

It had been a risk sending so many scouts to fly above tree level, but Chrysalis had deemed the risk worthwhile. Over forty scouts had been deployed and less than half that had come back. But now there was an accurate map of the area, and with it Chrysalis could begin to plan out her counterattack on this mysterious force in the woods. However, there was just one problem.

“Total destruction.” Chrysalis said it and every changeling in the tent winced. “That’s what we’ve had. Every scout group we’ve sent, including the one we just sent full of elite soldiers, every one has been wiped out not ten miles away from camp. And what’s more, they were all killed so quickly and so completely, not one managed to escape or alert the camp.”

Chrysalis smashed one hoof down on the table, causing the changelings to jump. “We can’t even find the bodies of the enemy!” She roared. “We know there must be some, or else we’re dealing with an invincible, invisible army here!”

The changelings quaked as Chryalis paced back and forth in front of her map. She bent down and peered at a series of red flags. Each one marked the site of an engagement, and they were spread out in a neat semi-circle around the changeling’s camp. “They’re predicting our every movement. They must have scouts somewhere we can’t see them, and traps everywhere. Whomever is in this forest somehow knew we were coming and got ready for us.”

Chrysalis swung back to her advisors. “Some pony in Equestria has not only the brains to set up these ambushes, but also has the resources and horsepower to try to engage us here. Shining Armor couldn’t do that, and he’s the captain of Canterlot’s Royal Guard. What I want to know is who or what is out there, and why are they attacking us?!”

The changeling advisors quaked and trembled amongst themselves. They had no answers to Chrysalis’s questions, and that was not ever a good thing. However, when Chryalis asked a question, she required an answer. The silence in the tent lengthened as Chryalis’s gaze turned murderous and the changelings counted down the moments until she snapped and disemboweled them all.

At last, one of the newer advisors raised a timid hoof. He ventured that perhaps, just maybe, it was Twilight Sparkle who might be behind this, given her previous successes. He got no further than this however, because a blast of green magic quite literally fried him in his exoskeleton,

“Twilight Sparkle!?” Chrysalis roared. “That pathetic unicorn doesn’t have half the intelligence needed to fight a war! I don’t need stupid speculation from you idiots, I want hard facts! If I lose one more scouting party to one of those damned ambushes, I’ll murder every single one of you and use your corpses as paperweights! I want to know how to deal with these traps. If every single changeling is killed, maybe I should just sent twice that number and—”

Chrysalis paused, and the anger that had filled her vanished as quickly as it had come. She slowly walked over to the map of the Everfree and studied it intently for a minute. Then she carefully went over to a smaller box filled with carved figurines and set two changeling figures down, one in front of the other. She looked up at her advisors.

“We’re changing our plan of attack. No more scout groups. From now on, we’re sending attack squads into the forest to find whatever’s out there and to kill it. Get me all the squad commanders and don’t send any more changelings into the forest until I’ve issued my orders.”

Changelings around Chrysalis sprang into action and she sat back, pleased. She held up one small wooden figurine carved to look like Twilight Sparkle in her hoof.

“I don’t know who you are,” she whispered to the figurine, “but you’re gravely mistaken if you think I know nothing of war. You may think you know something of strategy, but I was born with more cunning than you’ll ever possess.”

Chrysalis slammed the carved figure onto the table and slowly ground it into a fine powder.

“Just you wait. This war is only getting started.”

Five changeling warriors ran through the forest. They didn’t pause to look for traps, or even to avoid the tree branches in their way. They crashed through the forest, running full-out in the direction of Ponyville. They ran as fast as they could. The changelings knew they were in the hot-spot of the forest, where all the scouting parties went missing and they were not keen on being next.

Their plan of action was simple. If they ran fast enough, they might outrun whatever had killed all of their comrades before them. It was a good plan, at least for changelings. However, the changelings failed to account for one singular fact: it’s hard to outrun a tripwire.

The first two changelings hit the rope stretched across two trees so hard that their legs snapped and they crashed the ground in unison. The next changeling, having been farther back skidded to a halt, but too late, he hit the tripwire too. His legs didn’t break, but the resulting momentum catapulted the changeling over the tripwire and into the ground at speed. There was a loud crack as his neck snapped.

The last two changelings managed to avoid the fate of their comrades and backed away from the rope hurriedly. They scanned the forest in front of them frantically, searching for any sign of movement.

A bush rustled and both changelings froze. A small mouse scurried out of the bush and stood up on it’s hind legs. It peered intently at the two changelings and squeaked once.

The changelings paused for a second, but their surprise didn’t last long. They mentally evaluated the situation as one changeling. Orders were to retreat at any contact with the enemy. On the other hand, this was a lone, singular mouse. Discipline warred with bloodlust and lost. The changelings charged the mouse.

The mouse squeaked again. The bushes parted and the changelings saw not one mouse, but a hundred mice, squirrels, moles, and other smaller rodents coupled with blue jays, robins, sparrow, crows, and a hawk. Most carried some kind of weapon, whether a small knife or a sharpened fork or just a sharpened bit of wood.

The mouse squeaked one more time as the two changelings frantically tried to reverse their momentum. The animals charged as one.

The trap would have worked well. It would have been a perfect ambush, with three changelings already incapacitated and the remaining two stunned and bewildered. It would have worked very well, were it not for the ten other changelings appeared out of the forest behind the first group and closed in a flash with the ambush party.

Author's Note

Splitting this chapter into two parts since it's long. Why not two chapters? Because it's too hard to think up new chapter names, that's why.

Chapter 8b: Terrible War

Fluttershy was hovering over the map of the Everfree Forest when the first casualty was carried in. She froze, one hoof holding a small carved changeling figurine and the other a red flag to indicate victories won as four mice carried a crow in on a stretcher.

He was missing one of his wings. Bone poked through his skin, but Fluttershy’s eyes were drawn to his face. Part of his beak was cracked, the rest missing. He had been pecking something, so hard that his beak had shattered. The crow lay motionless as the mice laid him down, but Fluttershy could see his body trembling as small droplets of blood oozed from his wound.

The mice left, and Fluttershy alighted on the floor. She stepped towards the crow, already thinking of the bandaging, rehabilitation, and artificial beak that would have to be made to help him recover, but her path was suddenly blocked.

A stream of other mice flooded around the crow, holding an assortment of medical instruments. Bandages, scissors, cotton balls, even an extra-strong bottle of Sweet Apple Cider that was really more alcohol than cider. They surrounded the crow in an instant, carefully wrapping his injuries while they dosed him liberally with the alcohol.

One of the mice held the crow’s remaining wing and chittered to him in a soft, soothing tone while they worked. In minutes, they had the crow whisked away to a low-hanging suspended from Fluttershy’s ceiling where the crow could sleep, and the mice were logging his details on a clipboard propped up against one wall. They were efficient, meticulous, and caring, and for good reason. They had been trained by an expert, and they gave just as good care to their patients as Fluttershy herself. They made her feel as useless as dirt.

Fluttershy’s head turned as the door opened, as another patient was brought in. This time it was a beaver missing his tail, and it took two other beavers and several squirrels to carry him in on the stretcher. Then another patient, a blue jay as brought in, and then a sparrow hawk. And then the door opened wide, and the injured flooded into the room.

Fluttershy watched as her medical teams sprang into action, the larger animals tending to their kind while the smaller rodents and birds helped the ones they could manage. She didn’t step in, although there was now no lack of patients and a distinct limit to the medical help available. Instead, Fluttershy grabbed a passing squirrel as he ran for more bandages.

“Find me someone who can talk. Now.”

The squirrel darted away into the mass of bodies as Fluttershy watched her staff try to deal with the sudden influx. They knew the principles of emergency work from her, and she had learned it from Twilight’s books. The most badly wounded were tended to first, while those in less dire need were given alcohol and left to wait. Those who were too close to death were left alone, in order to maximize the chances of saving someone else.

It was a traditional medical practice used in war called the triage, but the problem was, there were far too many seriously injured and not enough lightly wounded for the technique to work. Even as Fluttershy watched, she could see the injured slowly slipping away no matter how fast the animals worked.

The squirrel returned with another rabbit missing the tip of one ear to find Fluttershy tying a knot in the tourniquet she had fashioned for a squirrel. She turned to her next patient, caught sight of the rabbit and motioned him forwards with one hoof as she gently picked up a robin and examined the bones poking through his left side.

“Report,” she said crisply.

Fluttershy half-listened as the rabbit talked, pressing bandages to flesh, tying knots, and holding the dying in her hooves. Only when he reached the part where the second changeling group appeared did Fluttershy put down the bandage she was holding and turn to the rabbit.

“They came out of the trees behind the first group, Swift Foot? You’re sure it wasn’t just another scout group that appeared by mistake?”

Swift Foot shook his head vigorously. The second changeling party hadn’t even hesitated, but charged the animal line before they could react. The animals had tried to overwhelm them, but the changelings had only fought for a few minutes before they had withdrawn, with half their number down but having decimated the animal group. Reinforcements had then arrived, but too late, as the remaining changelings fled back towards their camp.

“Impossible.” Fluttershy whispered this time. She turned to Swift Foot. “Can you still move?”

Swift Foot saluted in reply.

“Good. Then, run to Angel and have him pass the world to every group: fall back. Get out of their ambush spots and await further orders. Somehow Chrysalis is predicting where we’ll strike. I need to reassign everyone, so only engage changelings when you have four times their number, and preferably, have Harry with you. Got that?”

Swift Foot nodded, and true to his name, was out of the cottage in a flash. Fluttershy turned and slowly walked back to her map. She stared at all the carefully arranged pieces representing different ambush groups and then swept them all to the floor with one hoof. Mice squeaked in alarm as the pieces hit the floor.

“Oh, I’m so sorry.” Fluttershy bent and picked up one of the pieces a mouse held up for her. She moved to place it back on the map, but hesitated. First her hoof hovered over a pond, but then she shifted to a clump of trees. The mice retrieved the other pieces, but Fluttershy made no move to pick them up. Instead she stared at the map, slowly shifting from place to place without ever setting the piece down. Beads of sweat started to trickle down her forehead.

A sharp rapping at Fluttershy’s door jolted her out of her reverie, and into panic. She looked up. The sun was lower in the sky for some reason, but the sea of wounded animals were still there. But the knocking had come from outside, and no animal would have knocked on the cottage door.

Fluttershy looked at the map and figurines in front of her, to the wounded and bleeding animals, and then the rest of the cottage, which was lined wall-to-wall with all the stolen weapons, medical equipment and other misappropriated goods. She took all this in in one moment of agony, and then ran for the door.

Rarity was just about to try the handle when she was nearly thrown off her hooves by Fluttershy as the pegasus crashed through the door before slamming it shut.

“Fluttershy!” The pegasus had to catch Rarity before she fell over. “My goodness!” Rarity continued when she had gotten her breath back. “What’s gotten into you?”

“Oh, nothing much.” Fluttershy edged back so the door was right behind her. “I’m uh, just in a bit of a hurry, that’s all. Lots to do and all that.”

“Surely not so bad that we can’t stop to have a cup of tea?” Rarity asked wistfully. “It’s been so long since we had a conversation last, and you know, everypony else is really missing you. It seems all you do is stay in your cottage, and while I personally have no objections to the company of animals – for a while at least – I do wish you’d think of your pony friends.”

“Uh, I’m so sorry Rarity.” Fluttershy edged back to cover the door handle. “It’s just been a bit hectic up here, what with some spring cleaning and redecorating. I’ve…been thinking of repainting the cottage, to tell the truth."

“Oh? What color?”

“Green. But uh, the paint’s too acidic and tarnishes the wood. So that’s a real problem. Anyways, the inside is just horrendous right now. Too much red…paint. Clashing colors. I’m sure you wouldn’t be able to stand it.”

“Ugh, yes. Green and red together?” Rarity shuddered. “You’re quite right and quite considerate of my sensibilities, Fluttershy. I suppose tea will have to wait for another day.”

“Absolutely, I can’t wait.” Fluttershy agreed. “I’d love to chat sometime…later.”

“Well, while we’re on that topic, the real reason I came here was just to ask whether we’re still on for our weekly spa get-together later this week. I know we always do it, but I hadn’t seen you this week, and so I was just wondering…”

“What? Oh, the spa!” Fluttershy raised her voice as a crow inside started shrieking loudly. “I wouldn’t miss it for the world. Yes, I’ll be sure to be there. I’m quite, quite busy at the moment, but I’ll be sure to let you know it something unavoidable comes up. Which I’m sure it won’t. Because I love the spa.”

“Yes.” Rarity gave Fluttershy’s door an odd glance and took a step back. “Well, it seems like you’re swamped with work, so I won’t keep you. Are you perhaps tending to some baby birds in there? They sound quite distressed.”

“They’re a bit unhappy, but it’s not their fault.” Fluttershy winced as the crow’s shriek cut off midway with a croaking gasp. “There’s been a bit of trouble, but I’m dealing with it.”

“Oh, one of the animals is getting hard to manage? Really, there’s no need to let them carry on so, Fluttershy. You just need to be a bit firm like I am with Opal and everything smoothes itself out wonderfully.”

“Of course,” Fluttershy smiled again. “You and Opal always get along so well. But I intend to be quite firm with my troublemaker. Don’t you worry, Rarity. I’ll see you at the spa, then!”

Fluttershy waited until Rarity was well away before she opened the door to her cottage. She had to hold it open for a while, because the mice had to carry the crow’s body out as well as another robin. Fluttershy watched them leave with her head bowed before stepping back inside.

Swift Hoof had slipped in the cottage while Fluttershy had been talking to Rarity. He reported that all the ambush groups had indeed pulled back, and that Angel organizing them into larger teams as well.

“Good. We’ll only set up ambushes when we’re sure there are no other changelings lying in wait. If they do get closer, we’ll hit them with overwhelming numbers.”

Fluttershy forced a smile, but it slipped away like mist. One of her hoofs began to tap unconsciously on the table.

“Tell Harry that I want him on patrol all day. We’ll have more reserve squads ready for tonight, but I think today’s not going to be a quiet one.”

Two more changeling groups entered the forest that day. One walked into another ambush and was routed with no casualties, but the second had a squad of four changelings flying where the animals couldn’t see them. They fell on the ambush group from behind and would have completely slaughtered them all were it not for Harry, who led a reinforcement group and caught the changeling warriors in a pincer.

The changelings were crushed, but at the cost of twice their number in animal deaths. Two changelings got away in the resulting chaos, while the animals withdrew further in the forest to tend to the injured and the dead.

The next day, five changeling parties entered the forest and withdrew only after sustaining heavy casualties. Animal deaths for the day exceeded a hundred.

“Again?” Chrysalis looked up from her map and scowled at the squad commander, but without any real rancor this time. She had initially rewarded any bad news with death for the commander, but after repeated failures and a subsequent lack of officer changelings, she had given up the practice.

The squad commander nodded nervously. Another fifteen changelings had been forced to retreat back to the camp, but the real tragedy was that they had been thirty when they’d set out. A combination of traps and hit-and-run strikes had whittled down their numbers, and while they thought they’d killed some of the enemy, there were as ever no bodies or any evidence of their success.

“You were sure it was just animals this time, right?” The changeling leader nodded again and Chrysalis thumped one hoof on the table in disgust. “Blast. I thought you’d run into ponies for sure, but whoever’s leading this force won’t commit to any real battle. If it’s a large group, it’s just attack with animals and run, but if it’s a smaller group, they’re wiped out in one go. And if a large group tries to make it deep into the forest…”

The changeling commander winced, along with every other changeling in the war tent. That had been tried twice, with groups of sixty and then eighty changelings. They’d been wiped out completely, with no signs of how successful they’d been, nor who the enemy was. For all Chrysalis knew, they might have done well, but she was in no mood to waste troops she didn’t have. These engagements were already costing her too many changelings when she needed most of them for her conquest of Canterlot.

“Well, grab any changelings not on duty and send two thirty-changeling parties into the forest this time at the same time. But have scout groups of five sent ahead of them, and send fliers to keep in constant contact. You’ll be heading into newer territory – try go to around the waterfall area this time.”

The squad commander nodded and saluted. The remaining changelings from his squad formed up behind him as he turned to go.

“No, wait.” Chrysalis held up one hoof and the changeling froze. She studied the map carefully. “Go around that point and mount a pincer attack around the waterfall. There’s probably a cave in there, and enemy forces will be waiting to ambush you.”

The changeling captain nodded and led his squad out. Chrysalis sat back and smiled.

“Another mistake,” she said, addressing the map of the Everfree forest. “A spot like that is perfect for an ambush, so that’s exactly what you’ll do. This mystery general is quite intelligent, but she doesn’t know how to play mind games. She’ll always take the move that seems most advantageous, which makes it easy to counter her. Whoever this pony is, she’s book-smart but experience-poor. I rather think it is Twilight Sparkle, trying to outsmart me. Well, she may be Celestia’s favorite pupil, but she’s only a novice when it comes to war.”

Chrysalis gestured with one hoof and one of her advisors ran up with what had been a beaver’s leg. Food was hard to get for some reason, and most of the animals seemed to be in hiding. Chrysalis tore off a strip of raw flesh and chomped contentedly as she surveyed the map.

“And if it doesn’t work this time, I’ll try again and again,” she whispered to herself. “You’re making mistakes, whomever you are. It’s only a matter of time before you make a really big one, and then I’ll strike.”

Sixteen changelings spread out through the Everfree forest, scattered at intervals among the trees. They moved at a slow but steady pace, testing the ground in front of them and watching all around for signs of movement. One of the leading changelings raised a hoof and the entire group halted as one as the changeling investigated.

Two minutes later, the tripwire connected to the plank of wood with nails hammered into it was disabled, and the changelings advanced once more. This was the eighth trap they’d disarmed in the last hour, and the frequency of traps and their deadliness was increasing. This was the farthest any scouting party had penetrated, and the changelings knew that Ponyville was a little over five kilometers away. If they could just bypass this last area…

Something crashed into the leading changeling and left only a smear on one of the trees. The changelings reacted at once and charged the mysterious attacker. They paused only for a second when they saw it was a bear, but then jumped at him, tearing and biting from all sides.

Harry slashed left and right with his claws, cutting changeling armor to ribbons and the changelings themselves into pieces, or simply hurled them away with enough force to break their bodies into pieces. But the changelings were quick, and they attacked in groups so he couldn’t get them all. When he turned to cover his left, the changeling would attack on the right.

The silence of the Everfree had been broken by the changeling’s shrieks, and Harry’s roars of rage and pain. But silence flowed back now as the crashing and poundings of battle slowly died away.

A changeling stumbled out of the trees. He was missing one of his wings and his chitin was badly cracked and oozing blood. He seemed slightly dizzy, but still in relatively good shape.

A bear burst out of the trees behind him, and the changeling took off like a firework. The bear lumbered forwards a few steps, but slowed even as the changeling raced away. The bear was covered in green blood and black fragments of chitin, but there was red mixed in with the green.

Slowly, Harry sank to the forest floor and remained there even when the animal patrol group found him. He didn’t move even when they loaded him onto the makeshift stretcher, nor when they slowly dragged him along the forest, an effort that took nearly every able animal in Fluttershy’s army. He didn’t twitch. He barely even breathed.

Despair.

It was a word Fluttreshy had never understood before. An unknown concept. An abstract idea. She had known many emotions over her life. Fear. Disappointment. Anger. Guilt. Sorrow. Hatred. She thought she knew them all.

But now a stronger emotion gripped her and dragged her down into the pits of hell. Its name was despair, and it was all around her.

Animals lined the walls of Fluttershy’s cottage. They lay propped up with pillows, or in small beds. This wasn’t the tidy field hospital that had been there a few days earlier, however. The animals were everywhere, not just the few injured but almost every one sporting some kind of wound. The lucky ones were merely cut or nursing broken bones. Many had lost limbs, and some would never fly or walk again.

A team of mice held one blue jay down as it tried to move, holding a compress against where it’s wing had been. Already the pad of cloth was stained red with blood, but the blue jay’s blood was only a drop in the sea of injuries that filled Fluttershy’s house. Red was everywhere, and the screams and moaning of the wounded filled the air.

Fluttershy stood to one side, head against the wall. In front of her was a map on a desk, covered with small pins and flags to illustrate the changeling movements. Fluttershy stared at the map blankly for a while and then violently swept it off her desk. The team of medical mice ducked as they went back for another resupply of bandages. No one of the other animals said a word, but all avoided looking at Fluttershy as she put her head in her hooves.

Angel hopped up, accompanied by two squirrels who held up a tray with a glass of water and some alfalfa on it. Angel indicated through gestures and verbal scolding that Fluttershy should eat something now, since she hadn’t had any breakfast. Fluttershy ignored him and didn’t touch either food or drink as the squirrels carefully placed it on her desk. Angel waited in front of her, patiently, but Fluttershy’s gaze was unfocused as she stared at the far wall.

“She’s going to win, Angel.” Fluttershy spoke to the empty air above the rabbit’s head. “She’s still got over four hundred changelings with her. At least. And she’s not gone into battle herself yet. She once took down Celestia in a duel unaided, and we’re down to only a hundred animals. Those of us that aren’t dead or injured have fled or are hiding in their homes.”

Angel hesitated, and then hopped closer and gently kicked Fluttershy on one hoof. When she blearily looked down at him, he pointed to himself, to her, and then to the wounded animals. He thought for a moment, and then drew a “2” on the floor. Then he mimed boxing, shadow fighting an invisible enemy with lots of energy. Angel looked up hopefully, but Fluttershy’s face didn’t change.

“We don’t have two days, Angel,” she said quietly. “Even if we could hold out that long, we can’t expect everyone to keep fighting. Most will need another week at least, and some…some won’t walk or fly again, let alone fight.” Fluttershy gave a hollow laugh. “I’m sorry. I know it’s terrible, but even though so many of my friends are terribly wounded, all I can think of is how we’ll repel the next assault.”

Her gaze went back to the map of the forest and her voice dropped ever further. “Because if I don’t figure out a way to stop Chrysalis, there will be no one left at all. There has to be a way. But, but…”

Angel looked up at Fluttershy, and saw she saw crying. Her body shook as tears rolled down her cheeks, but not from sadness. The map crumpled as Fluttershy pounded a hoof down.

“She’s a better strategist than me! Whatever traps I come up with works only once, and then the changelings never fall for them again. She sets up ambushes for my ambushes and she’s been increasing the frequency and size of her attacks. Whenever I try to outmaneuver her, she hits harder. Whenever I try to strike back, she’s there with twice the strength I have.”

She turned eyes full of helpless frustration to Angel. “How long has it been? One month? It feels like years. We did so well at first, but we started losing ground after a few weeks, and we’ve kept losing ever since. Even though Chrysalis outmaneuvered us, we still managed to score a lot of draws, and kill hundreds of changelings. But it doesn’t work. She’s still got a massive army and we’re…we’re finished. There’s no one left who can fight.”

Angel tried to say or do something, but all of his encouragements, all his false reassurances had fallen away at Fluttershy’s words. She had said it.

They had lost.

The cottage door burst open, and a sparrow hawk darted in screeching in alarm. Fluttershy looked up, listened intently, and then sprang up with a cry.

“Harry’s down!?”

At once, the other animals in the room looked up, even the wounded, and every eye was suddenly fixed on the sparrow hawk. It twittered as fast as it could, explaining.

“If you have him on a stretcher, you’ve already bandaged him, right?”

The sparrow hawk explained that the mice were trying as they dragged him, but he was just too big, and he was covered in changeling blood besides.

“Take all our medical gear and any on-duty medical staff you can and get out there. When he gets here, I’ll tend to him personally.”

The sparrow hawk bobbed it’s head once and flew out the door, pursued by a small army of mice and squirrels carrying medical equipment. Rather to Angel’s surprise. Fluttershy sat down at her small desk again. She stared at the map, and slowly removed the carving of the bear from its positon on the map.

“Without Harry, we’ve only got enough for one, maybe two squads.” Fluttershy said slowly. “Not enough to do more than hold off the changelings for another day, if that.” She stared at the map again. “It’s over.”

Angel held his breath as Fluttershy slowly swept the remaining pieces off the map. “Tell the ambush groups to fall back to our final ambush point, and arm whatever traps we have left. Tomorrow, I’ll go to Twilight and talk to her. But I need to tend to Harry now. Changeling blood is toxic in those quantities, and we need to flush his system.”

Fluttershy slowly got up from her desk and walked towards the door of her cottage. She turned, once, to look back at Angel. He saw the tears in her eyes, but they didn’t fall.

“I’m sorry, Angel. I failed.”

And then she opened the door and ran out, leaving Angel among the dead and dying animals.

That night, a large changing force nearly made it to the edge of the forest, but was hit by traps and an ambush party let by rabbit. Casualties were devastating on the animal side, but not a single changeling escaped.

Chrysalis stared at a wall and said nothing. The changelings around her said nothing as well. There was not much any of them could say.

One month. That was the issue. Six hundred changelings, give or take. That was another part of the issue. The changeling army had never been stopped, never known defeat under Chrysalis’s command. But they had been stopped, and suffered as many defeats as victories, all by a force they couldn’t see in this forest on the outskirts of Equestria.

At last Chrysalis stirred herself. “What did you say the war party ran into? A bear?”

The changeling advisors in the tent conferred briefly voiced confirmation.

“And it killed how many?”

More muttered discussion, before the number fifteen was tentatively offered.

Chrysalis closed her eyes. “Fifteen. By one bear. And we don’t even know if we got it, do we?”

The changelings trembled in fear, but Chrysalis didn’t seem inclined to one of her infamously lethal outburst. Instead, she just went back to staring at the wall of the tent. The advisors traded looks. They had never seen their queen like this.

“Who,” Chrysalis whispered at last, “is she?” The changelings around Chrysalis stirred, but remained silent.

“Suicide attacks, ambushes at night, traps that impale changelings on spikes and burying the fallen so we can’t even find how many we’ve killed…this isn’t how ponies fight. No Equestrian commander in the world would come up with these tactics.”

Chrysalis suddenly began to pace back and forth, slowly, and then feverishly as she looked at the map of the Everfree.

“What was that last trap our scout group ran into? Squirrels dropping pots of burning oil and an ambush party hiding inside a tree trunk? That’s madness. And genius. If we had a commander half that brilliant here, I wouldn’t need to take charge of our war strategy.”

Chrysalis turned to glare at her advisors. As one, they flinched.

“Regardless, she’s still given ground to us. She’s made it hard going, but it’s clear that whatever force is hidden in the forest, it’s not nearly as strong as ours. We still don’t know the enemy numbers, but we’ve managed to nearly break through the forest several times. We must have them on the edge.”

This was true, but the statement didn’t bring much cheer to the changelings in the tent. ‘Nearly’ was the same as ‘not quite’, which was equal to failure in Chrysalis’s private lexicon. Besides which, despite their gaining the upper hand, none of the changelings would have called their current situation anything like a victory. They’d fought and lost blood for every step they’d gained, and the cost alone had been six tenths of their army. But Chrysalis wasn’t’ done yet. She continued to pace back and forth, but now her mind wasn’t on their losses, but something else.

“This isn’t Twilight Sparkle. I know her, both from our interactions in Canterlot and from popular rumor. She’s a bookworm, an academic. She doesn’t have the apples to fight like this, nor the ruthlessness needed to set those traps and conduct such a bloody war. But if not her, then who? Celestia? Bah. None of the princesses would abandon their posts for so long, which only leaves the commander of the Wonderbolts or the head of the Canterlot Guard. But Shining Armor doesn’t have half the military genius of this pony, and the Wonderbolt’s leader is only good at aerial tactics. So then who is it?”

Chryalis turned and regarded the map of the Everfree. It was now covered in red flags to mark battles taken place, and markers indicating pitfalls, traps both sprung and unsprung, potential ambush sites. She looked at all of it carefully, and then turned back to her changeling advisors.

“Knowledge of the forest, some kind of link with the animals, superior strategic skill and the ruthlessness to do whatever’s necessary to achieve victory…frankly, I’m forced to only one conclusion as to who our mysterious general is.”

The changelings held their breath as Chrysalis slowly picked up an unused figurine and put it on the map on the opposite side.

“Zecora. All our reports indicated that she was just an alchemist zebra from across the ocean. But what better way to conceal her true nature? She’s a strategist, probably one of the best among her people. It was quite clever of Celestia to bring her in under that guise. This Zecora might not have been able to take action during my invasion of Canterlot, but she’s clearly been sent to stop us here.”

The changelings murdered at this, but none of them voiced an objection of Chrysalis’s declaration. Chrysalis continued pacing back and forth, still thinking out loud.

“But why then haven’t we been attacked in force if this Zecora knows we’re here? It’s been one month, and yet there’s been no counterattack from Canterlot. Celestia wouldn’t have remained idle this entire time. Therefore, it’s a sure bet that what we’ve been facing has been the Canterlot Guard. Their so-called army is a small force of less than two hundred ponies, which we’d normally overwhelm in an instant. But under this Zecora’s command, she’s managed to draw a stalemate by using the animals as supplementary fighters. She hides the bodies of the ponies so we don’t know who are true enemy is, but she must have lost a lot over the past month if she’s using bears to support her forces. Very clever. I suppose the reason why we haven’t seen the Wonderbolts is that they’re needed to keep order throughout Equestria.”

The changeling advisors nodded at this. The Wonderbolts were useful scouts, but not much suited for forest battles, least of all prolonged engagements. Chrysalis pounded one hoof into the ground and suddenly grinned in delight.

“Hah! Celestia fears to attack us. If she fights a pitched battle here, she risks invasion from another country, and if we beat her, there’s no one left to defend Equestria. Her other sister’s useless in the daytime, and they must be worried we have another army ready to attack once their backs are turned.”

Suddenly Chrysalis stopped, and turned around to look at the map of the Everfree. She regarded it for a moment, and then a bolt of green magic leapt from her horn and struck the table the map was on.

Changelings dived to the ground as fragments of figurines and splinters of wood flew everywhere. When they dared to look up, they saw Chrysalis, standing in the center of the tent. She was no longer slumped over, but standing tall and erect. Her eyes blazed with green fire, and she vibrated with energy and bloodlust. One by one, the advisors slowly got to their feet. They knew what was coming next.

“Bring the soldiers in. All of them. We regroup tonight and we’ll attack tomorrow with the dawn. No more games, no more war of attrition. We should have done this from the start. No matter how many traps this Zecora’s laid, she doesn’t have the numbers to stop us. One full-scale attack with every changeling, enough to wipe out Ponyville and whatever remains of the army Zecora has left. This time, we’re going to burn down Ponyville and hang the corpses of Twilight Sparkle and her friends on the gates of Canterlot itself. Move out!”

Fluttershy held Harry’s hand as the bear writhed and twisted in agony in what had been her room. Like all the other parts of her house, it had been repurposed as another medical area, this one for animals who needed isolation or special care. And while every other space was packed to the rafters with the injured, only Harry was in this room. Partly because the other animals respected Harry and his unceasing energy and strength in fighting back changelings attacks…but mainly because no one wanted to be squashed when Harry rolled over.

“Just try and relax Harry,” Fluttershy said soothingly as the bear stifled a roar of pain. “Zecora’s medicine should work in a few minutes. Can you hold on until then?”

Harry paused, his face a mask of torment, but he nodded and loosened his muscles at last. He let out one labored sigh, but he didn’t thrash around, merely lay there, breathing heavily.

Fluttershy patted his arm. “I have to go Harry, but I’ll be back to check on your in a little bit. Just a few more minutes and the pain will be gone, okay?”

Harry nodded stiffly, and Fluttershy left, quietly closing the door behind her as she did. As the door closed, she could hear Harry stifling another roar of pain, but she pretended not to hear.

Fluttershy walked quickly down the stairwell and met Angel at the bottom. He was badly scratched up from the battle yesterday, but he was unharmed. The same could not be said for the animals around him. The already-crowded living room of Fluttershy’s home was now beyond full, and the wounded lay next to the dead.

There were no longer enough medical staff to care for the wounded, and dead now began to outnumber the living as mice scurried from patient to patient. There was little noise however; only the scratching of the mice’s feet and the occasion moan from a wounded animal. But it was silent for all that. Death brings silence with it.

Fluttershy wanted to go and help tend to the wounded, but she had something else more important to do now. She had put off her visit to Twilight as long as she could helping bandage Harry and settle him into her room, but she had no more room to escape now. Reluctantly Fluttershy bent down to tell Angel to keep order while she told Twilight everything.

A shrill birdcall shattered the deathly silence of the house and Fluttershy’s head jerked up as she stared out a window. That was the alarm call for the most dire and pressing of emergencies. Not code orange, or even code red. Code black – the panic alarm call. Normally, a bird would be at the window, but instead she only saw flashes of movement from outside.

Fluttershy burst out of the door to her home and saw furious movement, shapes of every color darting around her. Birds whirled and screamed but she could make nothing out as all of them shrieked as one. But there was more movement, from overhead.

Fluttershy looked up.

High above her, a swarm of birds of every kind circled and shrieked warnings. Fluttershy counted numbly. Over forty birds in the air. Every last scout in the Everfree had arrived and they were all shouting the same thing into the air.

Attack.

Fluttershy leapt into the air and grabbed a robin. It shrilled in alarm, but she ignored niceties, bringing the bird close to her face she said only two words: “Tell me.”

The bird told her. Fifteen changelings it had spotted as it took wing, advancing in a solid line in the forest. It had seen fifty more even as it circled to go. They were marching in-step, and advancing behind a large, large changeling with green hair. Fluttershy’s blood went cold.

Other birds volunteered the same story from different angles. Each had seen many changelings, in some kind of pyramid formation with Chrysalis at its head. They were marching from what Fluttershy had identified as the changeling’s probable base camp, and heading straight for Ponyville. In about three hours they would clear the forest.

Fluttershy landed on the ground slowly, releasing the robin who flew up with the other birds. Their birdcalls were suddenly much quieter, as if they were now separated from Fluttershy by a bubble of air. It was quite silent around Fluttershy, but she could hear a roaring, a thundering beat that seemed to fill her entire body.

Angel hopped forwards slowly, while the rest of the animals cowered in fear or stared at the sky with empty expressions. They could understand the bird’s speech as well as Fluttershy. She looked down, and saw that Angel knew what she was about to say.

“Sound the evacuation.” Fluttershy’s voice sounded dead to her own ears. “Get the wounded on stretchers, and have scouts move everyone down past Ponyville towards Canterlot.”

Angel looked at Fluttershy in confusion.

“We’re not stopping in town. They’ll need to evacuate as well. Chrysalis has too big an army to be stopped by anything short of a full-scale assault, and there aren’t enough ponies in Ponville to stop an army half that size. We need to get word to Celestia, and have her call in every pony who can fight if we want to stop Chrysalis now.”

Angel didn’t move. His eyes were huge and wide with the enormity of what Fluttershy was saying.

“Get moving Angel. We have only a few hours left!”

Angel snapped to life and screeched something at the other animals, who snapped into frenzied motion as they ran or flew shrieking back to spread the alarm. Fluttershy meanwhile looked out towards Ponyville, where she could see the rooftops of houses poking above the tree line.

“I’m going to Twilight. I need to tell her everything.”

Fluttershy took two steps and halted. She looked back, and saw Angel staring at her as the animals around her ran and scurried and screamed in fear and panic.

She ran.

Flutershy ran. She dashed down the sloped path leading up to her home, rounded a bend in the road towards Ponyville. And stopped.

“I’ve been meaning to talk to you, Fluttershy,” Twilight said, standing on the center of the road. “Is now a bad time?”

Fluttershy stopped. She stared at Twilight, at a loss for words. Her friend was standing in the center of the dirt road, a look of deep concern on her face.

“You’ve barely shown your face in Ponyville these last few weeks, so I thought I’d better check and see if anything’s wrong. You know you can always call on me if anything’s the matter.”

Fluttershy quivered. She opened her mouth and closed it several times. She looked at Twilight.

“Is there something the matter?” Twilight looked with concern at Fluttershy’s face. “You look very pale. Fluttershy, if you’re worried about something, please tell me.”

That was it. The gates broke down. Fluttershy felt her mouth opening, and what emerged was her voice, choked, afraid, and full of the honesty she had tucked away for so long.

“I—” Fluttershy said. “I—I wanted to talk to you Twilight. But I never had the courage. I wanted to say something the entire time, but I thought it would be a mistake. And now I…”

Twilight stepped closer. “Talk? About what?”

“You see, it all started a month ago…but I can’t tell you now. It’s too late. We need to hurry.” Fluttershy’s eyes began to glisten. “I couldn’t stop it, and now it’s too late to do anything.”

“Fluttershy?”

“Oh Twilight,” Fluttershy’s eyes were full of tears. “I think I’ve made a terrible mistake.”

“What? Why?” Twilight touched Fluttershy’s face and found she was trembling. “Fluttershy, what’s wrong?”

Tears began to fall from Fluttershy’s eyes. “It was so easy at first,” she whispered. “I thought I could do it. I thought that if nopony else was involved, only I would have to suffer. But it didn’t work.”

“What didn’t work?”

“It went perfectly at first,” Fluttershy said, “but then I started losing friends. I thought it was just my mistakes, but it wasn’t. She was too smart, too cunning. She caught me at every turn, and my friends suffered for it.”

“Fluttershy, I don’t understand.” Twilight put both hooves on Fluttershy’s shoulders. “You’re not making sense. You’re incoherent. Please tell me what’s going on?”

“They’re coming, Twilight. We have to run. Run now! It’s too late to prepare! We need to talk to Celestia, and rally the Canterlot Guard!”

“Fluttershy!” Twilight gripped her friend as hard as she dared and eventually she felt Fluttershy relax. “Calm down and explain things. Who’s coming? Why are they here? Who’s ‘she?’ This isn’t about the skunks again, is it?”

“No! No. It’s not.” Fluttershy took a deep breath. Twilight could feel her entire body shudder as she did so. “It’s just. I—Twilight, how do you beat someone who’s smarter than you are?”

“Well, I’d say that calling anyone smarter that you is just silly Fluttershy. You’re quite an intelligent pony even if you—”

“Answer the question, Twilight.”

Twilight hesitated, but the look in Fluttershy’s eye didn’t make evasion an answer. “Honestly? I don’t know the details Fluttershy, but if it really was a smarter pony, than anything you did they’d be able to beat because they’re smarter. You can’t win by playing their game, so you’d have to completely surprise them to win. Something totally unexpected.”

“Totally unexpected.” Fluttershy closed her eyes. “And it would only work once. And it would have to be big enough to take care of all of them.”

“All of who? Now look, Fluttershy. If this is some kind of problem with your animal friends, why not ask us for help? We can deal with a lot of things you can’t. For instance, if you need fashion, well, Rarity’s the one to talk to for that. I’m not going to try to lift a bookcase by myself, I’d ask Applejack for that. Pinkie Pie knows all about food, and Dash is a good weather pony even if she’s not always reliable. Remember how she put out that fire last week with a single raincloud? And of course, I know a thing or two about magic. Not to brag too much, but I’ve read every one of Starswirl’s books and—”

“Raincloud? That’s it!” Fluttershy shouted, cutting off Twilight’s monologue. “That’s the key! It can work!”

“Wait, what?” Twilight had to grip Fluttershy harder to keep her still. “What did I say? Rainclouds? What will work Fluttershy?”

“I-I have to go.” Fluttershy tried to fight her way free of Twilight’s grip. “I can still make this right. I know what I have to do now.”

Twilight tried to hold Fluttershy still, but it was hard. Twilight wasn’t the strongest of ponies, and Fluttershy was struggling with more strength that Twilight knew she had.

“Just calm down Fluttershy! Explain it all to me first. What’s going on?”

“I have to go! Please let me go, Twilight! I can still save everyone! I have a plan that will work! Even if she’s smarter than me, I can still be crueler! I can do it! I can!”

“Cruel? What are you talking about?” Twilight was nearly dragged off her hooves. She planted her legs firmly and concentrated. “Fluttershy, you’re hysterical. I’m going to have to hex you.”

“No! Don’t!”

“I’m sorry, Fluttershy. You’ll thank me when you wake up.” Twilight’s horn began to glow with purple magic. Fluttershy fought frantically, but Twilight was still stronger than her.

The magic of Twilight’s horn grew brighter and brighter until it was a searing white. Fluttershy looked in desperation into Twilight’s eyes and saw only kind concern. Twilight looked Fluttershy straight in the eye, opened her mouth, and then her eyes rolled up in her head and she collapsed.

Angel hopped over Twilight’s prone form and looked at Fluttershy. He had a rather large flying pan in one paw, which was also being held up by two more squirrels, five mice and three birds. He gestured and more animals came and dragged Twilight behind a bush.

For a long moment Fluttershy looked down in stunned stupefaction at Twilight as the animals carefully arranged her behind the bush, pushing as many branches in the way as possible so no passerby would see her.

Angel hopped over to stand before Fluttershy, leaving the pan on the ground. He was clearly unsure whether he would receive a scolding or praise. He had hit Twilight, the pony whom Fluttershy was going to talk to on the head with a frying pan, but on the other hand, she had been menacing Fluttershy with magic. He had acted to protect Fluttershy, but he didn’t know how Fluttershy would react.

Fluttershy knew what she was going to do. She bent down slowly, and kissed Angel on the forehead.

“Thank you, Angel.” She said as her rabbit squeaked in surprise and blushed. “You saved me. You always do.” She straightened, and looked back at the Everfree Forest. “And now, I’m going to save everyone.”

Angel looked up at Fluttershy in confusion. Her expression of fear had disappeared, and there was something else in her expression. Serenity, perhaps. Fluttershy turned back to Angel, and he saw just for an instant what looked like a smile on her face. She bent down, and looked him straight in the eye, nose to nose. She said it quietly.

“Angel, do you trust me?”

Angel didn’t hesitate. He nodded.

“Even if it sounds crazy? Even if you don’t understand what I want you to do?”

Angel paused this time, but only for a second. He nodded.

Fluttershy straightened. “Thank you, Angel. Then here’s what I want you to do. Cancel the evacuation. Gather every animal that can move and have them follow my instructions. I’ll be heading out to the Everfree and then to Ponyville, but it is essential that you finish all your tasks before Chrysalis gets through the forest. We need everything done before she reaches Ambush Point Omega – that means we have to do all of this in less than three hours, okay?

Angel nodded. He waved to the other animals and they off, racing for the cottage and the Everfree Forest. He stood tall and looked at Fluttershy, waiting for instructions. There was no doubt in his eyes, only the expectation that Fluttershy would tell him the right thing to do, a certainty that was stronger than steel. She hoped she would never let him down. Fluttershy took a deep breath.

“The first thing I need you to is get as many animals as a you can, and build a really, really deep ditch…”

Chapter 9: Final Moves

“Why Fluttershy, what a surprise it is to see you on this day,” Zecora commented. “What brings you here, if ask of it I may?”

“Hello Zecora, good morning,” Fluttershy panted, trying ineffectually to catch her breath. “I’m sorry I didn’t have time to let you know I was coming. I’m in a bit of a rush today, I’m afraid.”

“Running around will tire you Fluttershy my dear. May I inquire as to what urgent business brings you here?”

Fluttershy wheezed and managed to get more air into her lungs. “Well you see, today’s my weekly spa meeting with Rarity, but I’ve a rather pressing engagement planned later today, and I completely forgot about it. I thought that since Rarity’s already planning on getting together, you might like to enjoy a trip to the spa instead. I’m told they’re doing a special on mane and hooficure today.”

“A spa visit today sounds remarkably delightful. Why Fluttershy, your kindness is wonderfully insightful! I accept you kind invitation today – but why was it so urgent you had to run all this way?”

“Oh, I’ve just got a lot to do and not much time,” Fluttershy gasped. “I think you should probably leave for Ponyville right about now. Going to the spa could take all day, and I’m sure you wouldn’t want to be late.”

“Your words are as ever wise. I shall depart in a twinkling of the eyes.”

“Good, you do that. I’ve got to go. More errands to run.”

“As ever I wish you well, but might it not be best to relax a spell—”

Zecora stopped, as there was no one left to talk to. Fluttesrhy was already a speck in the distance, and even as she watched, Fluttershy rounded a bend in the forest and disappeared.

Zecora shook her head in bemusement. “Rainbow Dash is the fastest pony they say, but Fluttershy now, she could blow Rainbow away!”

With that, Zecora went to get ready for her unexpected spa visit and completely failed to notice the small army of squirrels, beavers, and other animals good at digging rushing past her hut and deeper into the Everfree Forest. Humming, Zecora found a new potion designed to enhance a pony’s mane she had been wanting to try. It looked like today was going to be a good day.

“Today’s going to be a terrible day!” Rarity moaned. “How will we ever get through the week without our spa treatment? This is simply dreadful!”

“It’s not so bad Rarity,” Fluttershy said, trying to choke down more air and talk at the same time. “Zecora’s kindly agreed to take my place, and I’m sure you’ll love her herbal remedies. Her potions are probably better than the spa’s shampoo and lotions.”

“Well that’s true,” Rarity conceded, “but you’ll be missing all the fun, Fluttershy dear. I shudder to think of the state your mane will be in without the magic of the spa to help it stay fresh.”

“Oh, I’m not worried about my mane.” Fluttershy gave Rarity a small, cold smile. “I have a much more pressing engagement I need to attend to first.”

“Quite, of course. How silly of me.” Rarity took a step back. “Well, I’ll leave you to it, shall I?”

Fluttershy nodded and turned away. But she hesitated and looked back before leaving Rarity’s boutique.

“I’m sorry I’ll miss the spa visit, Rarity. I truly am. We can have another one sometime later, alright? We’ll catch up then.”

“Why of course Fluttershy!” Rarity waved one hoof airily. “We’ll make sure to have an extra-long spa get-together next week, alright?”

“Maybe.” Fluttershy smiled again, a small smile. “But I have something I need to take care of first. Goodbye, Rarity.”

Fluttershy closed the door softly, and only the tinkling bell made any sound as Rarity stared at the door. She had never heard Fluttershy sound like that. Shaking her head, Rarity went back to work. It was just a trick of the room’s acoustics that was all. But some part of her remembered Fluttershy’s smile and worried.

“Weather in the Everfree? Yeah, it’s totally uncontrolled, why do you ask?”

Rainbow Dash hovered outside her cloud house, casually keeping herself aloft as she talked to Fluttershy.

“Oh, I was just wondering whether weather ponies ever did anything there, that’s all.”

Rainbow Dash scratched her head as she thought. “I don’t think so. We’d go if there was some kind of emergency of course, like a super-storm that threatened to hit Ponyville, but we stay away besides that.”

“I see. And the weather team always has a pony watching the forest and the rest of Ponyville for signs of danger, right?”

“Yup. It’s pretty boring, but y’know, it’s important to do. Always be prepared.”

“And the weather pony on today’s shift is…?”

“Me.” Dash turned a few lazy somersaults in the air. “That’s why I have to stay up here and keep an eye out, rather than catching a few z’s by the lake. Boring, huh?”

“Well, it’s good to know you take your responsibilities seriously Dash,” Fluttershy said. “But can you tell me about the clouds as well?”

“Clouds? Uh, sure, I guess. Why?”

“Oh, I was just wondering if I could borrow one or two so some of my friends could have an outdoor shower. Unless that’s against the rules, of course.”

Rainbow Dash thought about it for a second. “Well, that’s reasonable I guess. We usually don’t let just anyone handle clouds, but you lived in Cloudsdale, so you know what to do and what not to do, right?”

“A light kick for a shower, a few strong kicks for lots of rain, and if I kick it really hard, I can get lightning, right?”

“Yeah. Be careful not to use the lightning, alright? We nearly had a house burn down the other day when Thunderlane kicked one of the clouds too hard.”

“Mm. I’ll be sure to watch out for that.” Fluttershy looked out absently over Ponyville’s skyline. “I don’t see any other weather ponies out and about today. Is it just you for today?”

“Yup.” Rainbow Dash turned upside down and groaned in disgust. “I owe Thunderlane a few favors for all the times he covered for me, so now I’m stuck here all day.” She lazily flipped back over and waved at all of Ponyville. “Boring.”

“Huh. So there’s no other pony on duty until nightfall, is that it?”

“That’s what I said Fluttershy.” Rainbow Dash looked up somewhat irritably. “Why all the questions anyways? You know how the weather team works.”

“Oh, I’m just making sure.” Fluttershy flapped a little harder, until she was above Rainbow Dash. Suddenly she gasped and pointed a hoof. “Oh no! Is that a pile of Daring Doo books going up in flames over there?”

“What!?” Rainbow Dash twisted around instantly and scanned the ground frantically. “Oh no, please tell me it isn’t my 1st edition collection of Daring Doo!”

Fluttershy wasted no time. At once, she dived down through the air like a falcon, and hit Rainbow Dash in the back of the head just as the other pegasus was turning back around.

Fluttershy was not a heavy pony, nor a strong one, or even half as fast as Rainbow Dash. But she had gravity on her side, and more importantly, she had the element of surprise. Rainbow Dash fell out of the sky like a rock, but Fluttershy was ready and carefully flew her into Dash’s cloud house. Then she carefully checked Dash’s head. Her friend had a nasty bruise, but her skull hadn’t fractured. Fluttershy breathed out a sigh of relief and then quickly flew out of Dash’s house after making sure no other pony was watching. Then, she gathered as many rainclouds as she could find and towed them off towards the Everfree.

Angel landed with a heavy thud on the floor of Fluttershy’s cottage as his body passed neatly through the raincloud yet again. He got up and brushed himself off in disgust, as Fluttershy picked up the cloud.

“Well, that’s just too bad,” she said to Angel. “Looks like we’ll need to fall back on the alternate strategy, then. I’ll use all the rainclouds myself – that should be enough to get things started in any case. But have you done what I asked?”

Angel nodded once, flicking a speck of dirt off his coat. It wasn’t the pristine white he normally kept it, but a stained and dirty brown with only a few white patches remaining. Still, he didn’t seem overly discomforted, despite the fact that normally he would have gone ballistic if his fur were even the slightest bit dirty.

“You got all the trees felled in the right spots?” Fluttershy persisted. She went to the map of the Everfree and pointed to several spots. “We’re going to need them. And the buckets of water? And the stakes?”

Angel nodded, and kept nodding as Fluttershy rattled off questions. At last, she settled back.

“I think that covers it. Very well, if everyone’s in place…we still have about forty minutes before Chrysalis gets to Ambush Point Omega. She’s being very cautious, and the changelings keep running into our traps.” Fluttershy gave a small smile at that. “Hopefully it takes out a few of them before they get here. But we can still count on at least three hundred making it here, even if all our traps kill several changelings each.”

Angel nodded seriously.

“On the other hand,” Fluttershy continued, “we have about…two hundred animals, and that includes the wounded that can still fight and all the medical staff. Of that, only about fifty or so are larger than squirrels and over half of them are injured.”

Angel nodded again, this time with a bit more apprehension.

“They’re not to move from their posts until I give the signal,” Fluttershy said, ignoring Angel’s hesitation. “That’s essential. But make sure they know when to execute the plan as well, Angel. I probably won’t be able to tell them, so they must execute their own judgment. You’ll oversee that phase of the plan yourself.”

Fluttershy’s voice softened and she bent down and nuzzled Angel for a moment. “We’ll win this Angel. Chrysalis and her army won’t ever leave the Everfree Forest.” Her eyes narrowed for a moment. “I swear it.”

Chrysalis tripped over a branch. Snarling, she kicked it away, but nearly tripped again over an overturned log. She blasted that with a ray of magic, but that didn’t help matters. The ground around Chrysalis, and indeed this entire stretch of forest was littered with debris. Branches, overturned logs, even a wall of felled trees a few minutes back. Someone, many someones had clearly taken pains to litter the forest floor with as many obstacles as possible.

It made walking hard. It would also make any kind of battlefield mobility hard, which was a little more concerning to Chrysalis at the moment. A bunch of archer ponies would tear her army to pieces in this battlefield. Or rather, they would if changelings couldn’t fly.

Chrysalis smirked and kicked another stick out of her path. With the need for secrecy gone, there was nothing preventing her from flying her army out of any ambush. She could have led them over the Everfree as well, but she didn’t want her troops tired when it came time to assault Ponyville. But whatever ambush Zecora had cooked up, it wouldn’t be catching changelings on the ground.

Chrysalis let an evil grin spread over her face, which instantly turned into an expression of alarm as her foot caught on a stone and into a grimace of pain as her face hit the ground.

Chrysalis got up slowly, and turned around. Behind her were the assorted ranks of the changeling army, an endless line of insect-ponies spread out through the trees. They were elite warriors, all veterans of battle, and each willing to give their lives in the name of the hive, and not least, it’s queen. They were also all studiously avoiding Chrysalis’s gaze as she looked at them.

Very slowly, Chrysalis turned around and walked forwards again. A tree trunk was in her way this time. Her horn glowed briefly, and the leading rank of changeling had to cover their face as splinters rained down around them. No changeling made a sound as the army continued marching through the forest.

All at once, Chrysalis paused mid-step and the changelings behind her halted. She had cocked her head to one side and was listening intently. The changelings behind her crouched down and watched the trees with sudden wariness.

There was a faint rustling, and then a changeling charged out of the forest running full-tilt for Chrysalis. She held up one hoof and her army halted as one as the changeling scout skidded to a stop in front of Chrysalis.

“Report,” she said crisply.

The scout gasped and gulped for air, but he eventually got his news out in short, clipped sentences. What he had to report was an army, a small one, gathered in a large clearing just ahead of Chrysalis’s current position. They were poised to intercept the changeling army, and it looked like they were well dug in.

“Well, well, well.” Chrysalis said softly when the changeling had finished his report. “It looks like we’ve found Zecora and her army, and we didn’t even have to look for them.”

She grinned. The changelings behind her grinned as well. The same toothy smile spread across hundreds of faces, each one identical in their malicious glee. Chrysalis motioned the scout aside and walked through the forest more quickly now, setting a pace quick enough that the smaller changelings had to scurry to keep up.

“It’s time to end this once and for all.”

A small, yellow pegasus was standing at the head of that army. She was…cream colored, with a pink mane and delicate wings. She had delicate, light blue eyes that only served to enhance her cute, non-violent appearance. Just to look at her was to imagine a gentle mother, a loving sister perhaps, the selfless caregiver made flesh. That was what the mind saw.

What the eyes saw was the large kitchen knife she held in one hoof, and perhaps once the eye had finished with that, it might notice the various other sharp weapons held by the numerous animals around her. They ranged from beavers to squirrels, from blue jays to hawks, and while it would be impossible to list the myriad species present, they all shared one common feature: they were armed.

But the initial surprise and shock associated with this sight has worn off long ago for all watching. The changeling army arrayed at the other end of the clearing had clashed with Fluttershy’s forces too many times.

And there wasn’t the terror that came with fighting an overwhelming horde either. For once, the positions of changelings and animals had been reversed. Instead of a horde of angry animals descending upon a small changeling group, it was now four hundred changeling warriors facing maybe half that number in the clearing.

An aerial watcher would see the forces arrayed in the clearing as thus: a small patch of multicolored shapes with a pale shape at its head, facing a shifting wall of black shapes led by a tall figure with green hair. Even to the most inexperienced eye, the outcome of the battle was plain to see.

That was what bothered Chrysalis. She didn’t even have to guess at how the battle would go if she yelled ‘charge’. The animals and the single pony would be swept away by a tide of changelings, ripped to shreds most likely in the first minute. So why was this army here?

Chrysalis glanced around the clearing, eyes narrowing. There could be only one explanation: it was a trap. That was quite obvious, and the enemy hadn’t even tried to conceal their attempts. This clearing in the Everfree was most definitely not naturally occurring; it was far too large to be able to hold both armies. The clearing was filled with felled trees, and practically covered with dead plant life.

No effort had been made to remove the forest detritus, which was a sound tactical choice. It made it hard to traverse, and would stagger any charge Chrysalis ordered. On the other hand, the cleared forest left the skies open for aerial combat. One would expect Zecora to have a rather sizable army of fliers ready to take advantage of this feature.

Chrysalis shaded her eyes with one hoof and looked upwards. Nope. Not a bird to be seen, which was another suspicious oddity. What was Zecora planning? If she thought she could catch Chrysalis in a pincer trap, she was badly mistaken. Unless Zecora had four times the fighters Chrysalis thought she did, even an attack from two sides would leave the attackers badly outnumbered by the changelings. No, there was something else at work here. But what?

Chrysalis glanced back towards the small army of animals and pegasus pony. They were arrayed in a semi-circle indeed as the scout had said, and they were also dug-in with quite a few fortifications. Deep pits crisscrossed their side of the clearing, no doubt filled with spikes, and sharpened logs had been planted in the ground at an angle, making running into them a very bad idea. It looked to Chrysalis’s eye like a classic defensive setup.

Another mistake. Such tactics might work if this was a battle between two ground forces, like say two groups of earth ponies, but once again, Zecora seemed to have forgotten the changeling’s ability to fly. Chrysalis could simply order her changelings to fly around the palisades and attack from the rear.

All in all, it was one of the shoddiest defensive setups Chrysalis had ever seen, and she had fought Diamond Dogs. It was not what she expected of Zecora, the mysterious pony or perhaps zebra who had fought her to a standstill over the last month. It wasn’t as if Chrysalis wanted a tough battle, no indeed. She’d happily smash this pathetic trap to pieces and proceed to burn down Ponyville. It was just a bit disappointing, that was all.

Chrysalis sighed softly, but kept her head held high as she slowly walked into the center of the clearing. She did not need to look back to feel her army spreading out behind her. She could however see the animal’s expressions change at the sight of row upon row of changelings. They hadn’t looked too confident before, but now they trembled and shook in abject terror.

Chrysalis sneered silently. Pathetic. She could probably scatter the army herself if she raised her voice. Actually, just a glare would do.

Chrysalis narrowed her eyes and stared hard at a small mouse in the front row, and was rewarded with a squeak of terror as the mouse dropped its butter knife and huddled in the ground in trembling fear. The other animals shifted uneasily as Chrysalis ran her gaze over them. She luxuriated in their fear as it washed over her, a sickening miasma of stifled panic and visceral terror.

Chrysalis decided to add to the fear in the clearing. A bolt of green magic shot from her horn and struck the ground in front of the animal’s ranks, next to where the pegasus stood. The animals ducked and covered as the ground exploded in a shower of dirt, many dropping their weapons to cover their faces. The fear grew deeper and Chrysalis closed her eyes in satisfaction.

Her eyes jerked open and Chrysalis looked up just in time to duck as a changeling behind her screeched in alarm. She wasn’t quick enough though; something struck the edge of her face and Chrysalis could feel a burning sensation along one cheek. She raised her head slowly, and touched one hoof to the side of her face before bringing it away. A line of green ichor worked its way down her hoof. Chrysalis felt a burning line across her cheek. Slowly, she looked back at the animal army.

They were cowering, or shaking in their paws. But one figure remained upright. The pegasus pony hadn’t moved even then the ground had erupted next to her, and she was covered in specks of dirt. One of her hoofs was still raised, and the kitchen knife that she had held in her hoof was missing.

Chrysalis growled, and her growl was echoed by every soldier in her army and turned into a roar of rage. Changelings charged across the open clearing, but halted in confusion as Chrysalis screeched, “stop!”

One changeling kept running, having nearly reached the stationary pegasus. He reared back to strike her with his hooves, and exploded in a rain of green goo as a ray of green light blasted him apart.

The other changelings who had run forward took one look at the remains of their comrade and then scurried back behind Chrysalis as fast as their legs would let them. For her part, the pegasus merely wiped a bit of changeling off her face and continued staring at Chrysalis. Then, slowly, she walked forward.

The animals behind the pegasus stirred, but none of them followed the pegasus. She walked slowly towards Chrysalis, but halted well before reaching her. She now stood in the center of the clearing, separated form her allies by at least forty feet of space. Chrysalis stared at the pegasus and wondered what she should do.

The most sensible thing to do in a situation like this was to order her changelings to run out and kill the pegasus while she was unprotected before having her army wipe out the animals in a single, endless charge. But for some reason, the pegasus called to Chrysalis.

The changelings behind Chrysalis shifted. They were tense, wanting to run, charge, bite and tear. They only held back for fear of her displeasure, but she knew that if she raised her hoof they wouldn’t stop until every being in the clearing was dead. The smart thing would be just to attack now.

Chrysalis looked at the pegasus, and then back to her waiting army. Then she touched the cut on her face. She smiled.

In the center of a large clearing, a pegasus waited. Around her were fallen trees, branches, uprooted logs, dead plants. Behind her was a small, ragtag army of animals, most of them quivering in fear. Ahead of her was a roiling mass of dark bodies, hundreds of changelings. And a single, tall figure walking towards her.

Chrysalis, Queen of Changelings walked forwards slowly. She was tall, dark, and more handsome than beautiful, but what beauty she had was sharp-edged and viscious. Her horn was shaped like some primeval weapon, and her chitinous body moved with a warrior’s grace. Here was not a princess bred to peace, but an armored warrior queen ready for battle. She was studying the army of animals with a bored expression, but her eyes flicked back to the pegasus more and more rapidly as she approached.

Only a few feet separated them now, as they stood between their two armies, a small pegasus with soft peach fur and pink mane, and a tall changeling queen, clad in black chitin armor and with a sickly green mane as wicked horn. The pegasus looked up. The changeling queen looked down.

Their eyes met.

Chapter 10: Checkmate

“Who the hell are you?” Chrysalis said.

“What?” Fluttershy said, momentarily taken aback.

“I said, who in Tartarus’s name are you?” Chrysalis demanded, stepping forward angrily. “I’m not here to play games little pegasus. Call forth your leader, and I shall speak to her like equals. I’m not in the mood to talk to some two-bit lieutenant.”

“That’s me. Uh, I mean that I’m the leader.” Fluttershy said. She tried to stand taller, but she was painfully aware that the height difference between her and Chrysalis was…pronounced.

“Don’t be ridiculous.” Chrysalis snapped, “I don’t know what stupid game you’re playing, but I demand to speak to your true leader, not some no-name pegasus.”

“Wait, you mean you don’t recognize me?” Fluttershy said in disbelief.

Chrysalis hesitated. “Should I?” She peered closer at Fluttershy, narrowing her eyes.

“We have met before, you know.” Chrysalis still looked blank, so Fluttershy added, “at the wedding. You were the fake Cadence at the time.”

“I met a lot of ponies when I was pretending to be Cadence.” Chrysalis waved a hoof in dismissal. “I don’t particularly care about every pony I meet.” She turned away in disinterest.

“I think you might remember me. After all, I was one of the ponies who helped defeat you.”

Chrysalis’s head turned back so quickly that Fluttershy was amazed she didn’t pull something. “You were present during the attack on Canterlot?”

“Yep.”

“Not as a bystander, I mean. One of the ponies who fought back the changelings?”

“I was right next to Twilight the entire time. You may not have remembered at first, but I don’t think you can forget one of the ponies who stopped you from taking over Equestria.” Fluttershy drew herself up and looked Chrysalis in the eye. “My name is…Fluttershy.”

Chrysalis looked blank. Fluttershy coughed.

“Um, the pegasus from Ponyville that can talk to animals? One of the Elements of Harmony?”

Chrysalis still looked blank. Without taking her eyes of Fluttershy, she stepped back and kicked one of the changelings behind her.

“Does this ring a bell for anyone? Was there a Fluttershy in the Elements of Harmony?”

The changelings looked at one another in confusion. They muttered amongst themselves, but there seemed to be no definite agreement.

“Oh come on.” Chrysalis hissed, turning to glare over her shoulder. “You all fought the Elements of Harmony. Didn’t you see her on the battlefield?”

Changelings scratched their heads and started shifting into different shapes. Rainbow Dash, Twilight Sparkle, and extraordinarily terrifying Pinkie Pie, complete with serial-murderer smile, Rarity, Applejack…but no Fluttershy. At last, one of the changelings remembered and shifted into a passable version of Fluttershy, in her quintessential pose, i.e. huddling on the floor with both hooves over her head.

Chrysalis looked at the changeling in disbelief for a moment, then stared at Fluttershy, who blushed. She turned back to her changelings.

“Exactly how many changelings did this pegasus defeat in the battle?”

The changelings conferred, and came up with the answer: not more than two. Possibly one.

“I see.” Chrysalis said sardonically. She looked at Fluttershy, who turned a deeper shade of crimson. “I fail to see how this should impress me, Element of Harmony or not. If not even the changelings you fought can remember your face, were you all that much use to begin with? Another Element of Harmony might be a worthy adversary, but you? You’re no warrior. You’re not even a nuisance really.”

Disappointed, Chrysalis let her gaze stray over to the animal army. That was a waste of a good few minutes.

“Look at me Chrysalis, don’t turn away.”

“I don’t see why I should bother. What will you do, tremble at me?” Chrysalis yawned. Lazily, she began to study her hooves. Time to attack, she guessed. No point in delaying the inevitable now there was nothing of worth to be discovered.

“I told you to look at me Chrysalis.” The tone in the pegasus’s voice made Chrysalis’s head snap back up. “Forget appearances,” the pegasus continued, “you of all beings should know that shapes can be deceiving. Look at me, Chrysalis. Look into my eyes.”

Chrysalis’s gaze met Fluttershy’s again. This time, she looked more carefully. What she saw were two blue pupils set in huge, cute eyes. But beneath the innocent appearance was something else. Fluttershy met Chrysalis’s eyes steadily, and did not look away.

That was a challenge, and Chrysalis didn’t back down from challenges. She widened her own gaze and stared deep into Fluttershy’s eyes. She expected the pegasus to back down or blink, but instead Fluttershy’s own eyes opened wide, wide, and suddenly Chrysalis found herself pinned by what felt like two spotlights.

Fluttershy hadn’t had much call to use The Stare recently, but just because she was out of practice didn’t mean that she had forgotten how it worked. Actually, her stare now was even stronger than it had been a month ago. Fluttershy’s stare had always been somewhat intimidating, but not she could draw upon a lot more emotion to put into her gaze. Her stare had an edge to it now. Even the changelings standing behind Chrysalis were forced to turn away, or look down at the ground to avoid meeting her eyes.

But Chrysalis didn’t back down or look away. Instead, she held Fluttershy’s gaze with her own, and slowly widened her eyes until they were huge in her face. She stared at Fluttershy and didn’t stop.

This was a new experience for Fluttershy. She had never met any being who could stare back at her, and the pressure Chrysalis was exerting with her own stare was intense. Fluttershy felt a trickle of sweat slowly start to run down her face. She tried to stop it by wrinkling her brow, but she couldn’t bring her hoof up or shake her head. Slowly the drop of sweat inched closer, closer…

Chrysalis broke her gaze away and Fluttershy dashed away the drop of sweat with one hoof. She planted put her hoof down, somewhat shakily and looked back at Chrysalis, who was smiling. Well, her mouth was turned upwards in something like a smile. Or rather, she was showing a lot of teeth.

“You may be an Element of Harmony after all,” Chrysalis remarked as if nothing had happened. “Interesting. But why should I believe you are the one commanding this pathetic army?”

Fluttershy tried to gather her thoughts, and found it was harder than she had expected. She hadn’t planned on a staring contest with Chrysalis true, but she certainly hadn’t even anticipated losing. She tried to buy time to recompose herself.

“Why would I be here unless I was in charge?” She inquired mildly. “Or rather, did you expect some other pony to be here?”

“As a matter of fact, I did.” Chrysalis narrowed her eyes. “I believe for certain that it was Zecora who had been ambushing my changelings all this time.”

“Zecora?” Fluttershy laughed in disbelief, but stopped when she saw the glint in Chrysalis’s eyes.

“You must admit, it was the logical choice.” Chrysalis gestured to the forest around her. “No other being knows the Everfree as well as she, and of all the ponies in Ponyville, I believed only she and Twilight Sparkle were intelligent enough to play the game of war with me. Unless you are secretly one of Equestria’s generals, I’m not sure why I should believe you when you claim to be in command.”

“I’m certainly not as smart as Twilight, Chrysalis, but neither am I unintelligent.” Fluttershy said. “I learned strategy from one of Twilight’s books, and from experience as well. And I remind you: Zecora may know much about the Everfree, but I live on its edge. And of all the ponies in Equestria, only one can talk to animals.”

“So I see.” Chrysalis cast another gaze at the army of animals. “I take it then that my troops haven’t been fighting the Canterlot Royal Guard this entire time?”

“Nope.”

“Celestia doesn’t, in fact, know that there’s a changeling army camped in the Everfree Forest.”

“If she does, she’s being very quiet about it.”

“And you never told anyone else about this amazingly dangerous changeling army.”

“No.”

“May I ask why? Your small army of animals is no match for the Canterlot Royal Guard, and even though Equestria lacks a standing army, surely the Wonderbolts and the citizens of Ponyville would have come to your aid.”

Fluttershy smiled ruefully. “True. I did think of that on numerous occasions. But there’s just one problem: if there was a war, I would not be the one put in charge of strategy.”

“Ah. I see.”

“I imagine that in a full-scale engagement, casualties would be terrible, especially since Equestria hasn’t fought any real wars for centuries.”

Chrysalis gave Fluttershy a wicked smile. “True. Your warriors are green, and your commanders know nothing of true strategy. I thought there was not a pony that could match me in military conquest…until now. Answer me truthfully: are there any ponies in your army beside yourself?”

“None,” Fluttershy shook her head. “Disappointed?”

“Would you be offended if I said yes? Still, I must admit that you’re quite the little general if you managed to fight my army with a few animals.”

“More than a few. There was thousands here before. Many have fled, but nearly half stayed to fight.”

“Hm.” Chrysalis glanced at Fluttershy’s army again. “I can see that they’ve suffered many casualties. Quite astounding they should keep fighting even after losing so many.”

“Why not? They’re fighting to protect their homes, and for each other.”

“And for you, I suppose. I can’t imagine they’d obey you if you didn’t command some respect.”

Fluttershy’s head lowered for a second. “Yes. They do respect me. They call me their friend.”

“But you send them into battle,” Chrysalis pointed out. “Sometimes against impossible odds, or into traps. And they still follow you? Very impressive.”

The mocking tone in her voice made Fluttershy look up. “If they’re willing to risk death, it’s because they knew stopping you is worth the sacrifice,” she retorted angrily. “It’s worth fighting for.”

“What I don’t see if why you’re fighting for it.” Chrysalis kicked a clod of dirt and gestured around the clearing. “Look at this. It’s a forest. A boring, mundane forest, like any you can find in Equestria. Why not flee with your animals and let Celestia fight me?”

Chrysalis leaned forward and poked Fluttershy in the chest. “Or is it that you’re offended by my plans to kill your pony friends, is that it? Did one of my changelings eat one of your precious animals?”

Chrysalis tried to poke Fluttershy again, but the pegasus smacked her hoof down.

“All of the animals here are my friends, Chrysalis,” she hissed at the changeling queen. “Your should have thought more carefully when you entered this forest, because the instant your troops crushed the first sparrow’s nest, you made an enemy out of the entire Everfree. Your changelings started this war, not me.”

She stepped closer, and suddenly she was right in front of Chrysalis, and her face was only an inch front the changeling queen’s. “I had to kill two changelings myself, and I lost many friends when they attacked. Their blood is on my hooves, because I failed to protect them and so is the blood of your changelings, because your warriors left me no other choice. I will never forgive you for that.”

Chrysalis took one step back. Fluttershy wasn’t moving, but her body still quivered with suppressed energy and she had a look in her eyes that Chrysalis had seen before, contained fury and hatred wrapped under a layer of ice. The silence between them lengthened.

This was no longer fun. Chrysalis was not used to being confronted, much less threatened. She did the threatening, but for some reason her normal line of insults wasn’t working on this pony.

“So, you’re out for vengeance, but what good is that without the power to back up your will? I could swat you aside with one hoof, and my army will overwhelm yours in an instant.”

“You can try, but I swear to you Chrysalis, I and my friends will fight you here to the last if need be. You won’t pass through this forest while an animal stills draw breath in it.”

Chrysalis sneezed and then rubbed her eyes in irritation. They were itching a bit for some reason. “All the more reason why I should kill you all now,” she snapped. “Do you really think you can hold off my army with a few shaking rodents? Even a diamond dog would know better than to engage an army twice as large as his own.”

“Diamond dogs invented siege warfare and surprise attacks, as I’m sure you know. And they would fight an army twice their size if they could lure it into a trap.”

“Hah! Whatever traps you may have laid won’t be enough to stop my army. There’s no need for stealth any longer; if you try to trap us on the ground, we’ll just fly over any pitfalls you’ve placed and attack Ponyville instead.”

“Oh really?” Fluttershy waved one hoof and several animals ran forwards, carrying something concealed a blanket. They removed the blanket and let the object float between Chrysalis and Fluttershy. “I assume you know what this is,” Fluttershy said.

“That’s a cloud. Is it supposed to frighten me?”

“Not really,” Fluttershy guided it gently and set it down to hover in front of her and Chrysalis. “But I don’t suppose you know about Ponyville’s somewhat unique weather system, do you?”

“What?”

“Oh, I suppose a changeling wouldn’t know, but Equestria doesn’t leave weather up to chance.” Fluttershy nudged the cloud with one hoof. It emitted a small shower of rain for a second. “We like to control how much rain we get, so we use clouds for rainfall, snow, hail, and of course…lightning whenever we feel like it.” Fluttershy gave the cloud a harder kick, and with a small thunderclap, a tiny bolt of lightning struck the ground inches from Chrysalis, who jumped back with a cry of alarm.

“You see, cloud technology was really a windfall in terms of weather control,” Fluttershy said with a small smile. “They can do all these useful things. But sadly, it’s always a problem when they accidentally discharge lightning bolts. I’m sure you’re well aware of how much damage a single bolt of lightning can do to fliers, which is why no pegasus is allowed to use clouds unless they’ve been properly trained. Now, I was never a weather pony because I was too shy, but I did grow up in Cloudsdale, and I like to think I know how to use clouds as well as any weather pony.”

Chrysalis stared down at the cloud in horror. The smell of ozone from the lightning strike was particularly strong for some reason, and it was really heavy in the air. But that was a lesser concern compared to her mental thought process, which was putting the idea of a bunch of flying changelings and a lighting storm together. Ponies actually manufactured and used these clouds for weather? They were all insane as loons, the lot of them.

Fluttershy smiled slightly in satisfaction. She didn’t seem particularly bothered by the stink of ozone, which made Chrysalis even angrier. She rubbed at her eyes again. They were really starting to burn for some reason.

“Fine. You’ve stopped me from launching an aerial attack. But you just lost any advantage you had by telling me,” she pointed out. “Not a wise tactical move. Only a fool would reveal her hoof before the battle started, and I have reason to believe you are no fool.”

“True, but my intent in showing you this was not to stop you attacking from above, but merely to demonstrate a point.”

“Which is?”

“I have a plan,” Fluttershy said simply. “It’s a very good plan, and it will work. And I will use that plan to destroy you and your army. That is, unless you surrender to me here and now.”

Chrysalis stopped. The changelings behind her, who had been fidgeting with impatience, stopped. Their eyes went to their queen, and each changeling flinched a little and braced themselves. It took a few seconds to build up, but when it did…

“Surrender!?” Chrysalis screamed. “You dare demand my SURRENDER!?”

“At once, unconditionally, and at my hooves if you please,” Fluttershy said cheerfully. “A bit of groveling wouldn’t hurt either, and of course I’ll have to take you through Ponyville in chains, but we won’t have to drag you all the way to Canterlot. We’ll probably have the trial at the town hall instead.”

Chrysalis listened to Fluttershy with shocked stupefaction that turned just as quickly into white hot rage. She almost felt the very air warm up around her as she took a step forward. “I’ve heard the prideful words of griffons and the boasts of minotaur before I their bones and devoured their entrails,” she growled, stepping to Fluttershy’s right as the pegasus slowly turned to keep her in view, “and I’ve even heard the vainglorious threats of dragons. But they were worthy foes, and I respected them for that. You though,” Chrysalis shook her head in disgust. “I thought I had found a worthy opponent, but I don’t believe I’ve ever met a creature as arrogant as you.”

“I’ve been called many things,” Fluttershy said, slowly beginning to circle with Chrysalis. “Coward, weakling, trembling sniveler – which was particularly unkind – useless…the best that’s usually said of me is that I’m far too timid and meek to do anything. But no pony has every called me ‘arrogant’ before. I must thank you for the compliment, Chrysalis.”

Chrysalis coughed and spat. The air around her seemed to be burning her lungs, but perhaps that was just due to the rage burning in her soul.

“I will rip out that tongue of yours,” she warned Fluttershy. “And I will hunt down your army and feed them to my changelings before your eyes one by one.”

Fluttershy coughed too, but grinned for some reason. “Well, we can’t have that. I’ve lost too many friends here to see them die here, especially if you’re going to hunt them down.”

She lifted a hoof and waved it in a circle in the air without moving her gaze of Chrysalis’s face. Chrysalis didn’t look away from Fluttershy either, but she could see in her peripherals the animal army drawing back, retreating…running back into the forest!

“You sent them away?” Chrysalis asked, bafflement overcoming fury for a second. “Why?”

Fluttershy smiled, but this time it wasn’t a small smile, but a wide smirk that didn’t match her situation. “You really are like Twilight, Chrysalis.”

“The time for petty insults is over,” Chrysalis said, or tried to say, but she had to stop to cough as she did. “My patience with you is gone. You have a minute’s life left – less, if you continue to annoy me.”

“I merely meant that you are Twilight share the same traits. I doubt either of you would like the comparison, but you are two exceptionally smart individuals. I know my friend Twilight, and I know that if I played chess with her, I would always lose, just like I would lose any game of strategy with you in the end.”

“An astute observation,” Chrysalis growled. She wiped stinging eyes, but dared not take her eyes off Fluttershy. “Is this your surrender, then?”

“No, merely a fact.” Fluttershy shook her head. She was sweating, Chrysalis noted. In fear? Excitement? “But it did help me plan my final move. You see, smart ponies often get fixated on one thing. Twilight does it, and you do too, I think. Case in point, you have failed to spot my final trap.”

“What?” Chrysalis spared a quick glance to either side, but couldn’t see anything as she circled with Fluttershy. Mind, it was getting harder to see with the hazy sky – an early night perhaps? But it had been midday not one hour past or so it seemed…

“You see, it was all part of my plan. Meeting you here, showing you my ‘trap’ with the cloud, even insulting you and demanding your surrender. All to buy me time for my trap to work.”

“What!?” Chrysalis lunged forward, and she was suddenly towering over Fluttershy. One spell, one blow of her hooves or stab of her horn would be the death of the pegasus. “No more games,” she whispered, though the burning feeling in her throat made speaking almost impossible. “What is your plan?”

Fluttershy just smiled. “Tell me Chrysalis,” she croaked, “have you noticed how warm it’s been getting?”

Chrysalis snarled and raised one hoof. Then she stopped, and looked around. The sky was dark and hazy, but it was not even evening yet. The air burned her eyes, and she felt the need to cough.

She glanced at the ground. Covered in sticks, twigs, fallen logs. Perfect for tripping up an army, making charges difficult. True. But also…

Chrysalis looked around. Forest. She was in a forest. Around her was trees. On the ground were dead plants, fallen branches. Wood. Fuel.

Chrysalis breathed in, and smelled…nothing. But if it had started downwind of her…she listened. Now that Fluttershy wasn’t talking, now that she wasn’t filling the world with sound, she could hear something. Faintly. On the distance, something that the pegasus’s voice had covered up. Crackling, and a roar of sound.

And then the wind turned, and just for a second Chrysalis caught the scent in the dead air. Smoke. She looked down at Fluttershy.

“You wouldn’t.” She whispered.

The forest wasn’t green any longer. Instead, light shone between the trees, like the light of a jack o’ lantern, except brighter, filling the clearing with flickering light. Orange, red, bright yellows, dancing. Chrysalis could see it now, racing through the trees.

Fire.

It wasn’t just a small brush fire, nor even a wildfire, not at this point. Carefully lit torches, bundles of flaming grass had been set, and they had grown on the forest detritus until they had merged together to create a unified blaze, a forest fire that was now out of control. And it was everywhere.

No matter where Chrysalis looked, the forest was burning. It had been hidden well by the trees, set on the outskirts of the forest, but the speed of the fire was now racing, and it gobbled up the fallen trees like candy, making it’s flames grow longer, hotter, brighter.

Fluttershy’s face flickered and seemed to twist in the shadows cast by the inferno’s glow. “You see Chrysalis, it was quite simple. You were always going to win any war we fought. You have more experience, a stronger army, and you’re a fighter than I am. I can’t match your for intelligence or cunning, but there is one thing I can do better than you.”

Fluttershy grinned and the light made her teeth shine red. “I can be crueler than you. You’re willing to sacrifice changelings like water, and you kill without hesitation, but you know what? You’re still a sportspony. You play to capture castles, defeat enemy armies, kill targets, but that’s all. You play war like chess. But there’s just one problem.”

Fluttershy leaned closer and Chrysalis stepped back. “I don’t play chess. I play to win, and I play to kill. And to kill you, I’m willing to destroy the whole board.”

Flames shot above the tree line, and suddenly the entire forest around Chrysalis was covered in flames. Tiny flames, growing larger. But they were just forerunners, parts of a larger blaze that was already travelling this way. How long had it been growing. And now the fire was everywhere, and Chrysalis’s army was surrounded in a sea of burning death.

Fluttershy smiled. “Checkmate, Chrysalis.”

Chapter 11: Pyre

The fire roared, it’s fury in a language no creature ever understood. It was not mere sound, but heat, light, and pressure exploding outwards all at once, a deafening blast of fury that beat at any who felt it. But it was nothing compared to Chrysalis’s scream of fury as she hurled herself at Fluttershy.

Chrysalis was a queen changeling, equivalent to a pony alicorn and over twice Fluttershy’s size, with a body built for war and the reflexes that came from constant warfare. She didn’t bother with a spell, but merely ran at Fluttershy with the sole intent of breaking every bone in the pegasus’s body.

It didn’t turn out that way though, because Fluttershy turned and kicked the cloud in front of her and hard as she could. The cloud, already having been activated by Fluttershy’s earlier demonstration shot a much larger lightning bolt directly into the earth below.

Chrysalis was aware of a dull ringing first accompanied by a sharp pain in her head, and then she saw dirt flying sideways into the air. It took her brain a moment to wonder why dirt was flying sideways before she realized she was lying on the ground. Groggily, she pulled herself up and saw the crater.

Dirt showered down around Chrysalis like rain, but she ignored that because her attention was solely on the gaping wound in the earth, fully ten feet in diameter. The cloud was completely gone, but it had gouged out a huge chunk of earth. There had been other sticks and a fallen tree there too, but most of the debris had been completely vaporized.

Chrysalis’s heart pounded far more loudly than the pain in her head. If she had been two more hoofsteps closer to the blast, she wouldn’t have escaped with just a mild concussion. She realized that Fluttershy must have done something to the cloud to make it discharge all its lighting at once; only the pegasus’s miscalculation of the timing had saved Chrysalis.

The changeling race didn’t go in for expletives much, being fonder of just screaming in fury. Now Chrysalis really wished she knew a few choice words, because the only bad word in Equestrian she knew was ‘horse apples,’ and it wasn’t doing much for her here. She would have liked to gather her thoughts, but Chrysalis was a warrior, and her instincts told her that pausing now was death.

The changeling army was disarray, gazing wide-eyed at the raging fire around them but Chrysalis rallied them with a single order. It was a mark of their discipline that they were able to listen for Chrysalis’s orders even through the heat, both literal and figurative, of battle. The only problem was that Chrysalis had no idea what orders to give.

She looked around. The forest fire had ringed the clearing, but it was advancing more slowly out in the open, with less material to consume. Nevertheless, the ground was saturated with dry timber for the fire to feed on, and very shortly the clearing would be a deathtrap. Perhaps it was already.

Action was better than thought in a time of crisis. “Move towards the edge of the forest!” Chrysalis roared, and waved one hoof in the direction Fluttershy’s army had come. That was the closest exit out of the Everfree, and thought it might mean fighting through whatever traps and animals Fluttershy had positioned, it was better than fighting fire.

The changeling army moved at a trot, not a disorganized run that might have left them open for a counterattack, but at a speed that was quick yet left their ranks in reasonable order. There was a wall of flames blocking their exit of course, but Chrysalis was sure that she could blast enough debris out of the way to get most of her army through.

She briefly considered having her army fly over the flames, but changelings were not like birds and couldn’t ride thermals. Besides, the heat coming off the fire would be far too intense to survive in the precious few moments it took to get above the forest.

Chrysalis was about to let loose a blast of magical energy to clear the way for the front ranks when an explosion just to her left made her stumble. Chrysalis barely had time to regain her footing, before another blinding flash and tremor in the earth signaled another lightning strike. Instantly, she jumped to the side and heard a thump as something heavy hit the ground where she had been standing. Turning, she saw a large stone, embedded firmly in the ground.

A changeling hissed and pointed to the sky. Chrysalis looked up and saw Fluttershy hovering overhead. With her was a flock of birds, swooping and dropping stones, but what drew her attention were two grey clouds the pegasus held in each hoof.

Changelings roared in fury and leapt off the ground, flying for Fluttershy, but instead of running the pegasus calmly flew up a little and began to kick one of the clouds repeatedly.

“No! Get back to the ground!” Chrysalis screamed at her changelings, but it was too late.

The birds around Fluttershy scattered, flying high above her as the cloud Fluttershy had been kicked turned dark grey, and then lightning began to fall from the sky.

Lightning above, fire below. It was a scene right out of nightmares but far worse, because it was real. Changelings took to the air but fell seconds later, struck down by the bolts of lightning Fluttershy was calling from her clouds. She must have been able to aim the lightning, because bolts came down where the changelings were thickest, and they didn’t stop with one.

Clustered as they were, changelings were hit in groups as lightning bounced between them, striking them out of the air like flies. Even as Chrysalis watched in horror, a group of seventeen changelings flew at Fluttershy only to be hurled apart by four lightning bolts.

Chrysalis shrieked in anger and shot a blast of magic into the air aiming for Fluttershy. The pegasus saw the green lance of Chrysalis’s magic and dove sharply, letting the spell pass over her head and explode one of her clouds. Then she threw the lighting at Chrysalis.

Three lightning bolts curved. The dynamics of lightning, even aimed lighting meant that they were poorly directed, and fried a group of changelings and earthed themselves in a large tree rather than hit Chrysalis. But two flashes of lightning struck home.

Chrysalis shielded her eyes and face as the lightning struck, but she remained standing. A shield glowing with emerald magic had surrounded the changeling queen at the last moment. She fired blindly at where Fluttershy had been, but by the time her vision cleared the pegasus was already assaulting another part of the changeling army.

Chrysalis tried to raise her voice above the din of battle, but the incessant boom of lighting as it touched the ground and the screams of her changelings – not to mention the omnipresent roar of the fire – meant that few changelings heard her. There were other ways to rally her troops though.

Chrysalis flapped into the air. The heat grew more intense as she climbed, but she was tougher than her subjects. While she couldn’t ride the heat like the birds and Fluttershy could, she wouldn’t die from overheating either. Below her, Chrysalis’s army was scattering in every direction, trying to get out of the killing field that was the clearing. Chrysalis took in a deep breath, ready to shout her commands to her army.

Something struck Chrysalis from the side. She didn’t even bother to turn to see what it was, but instantly dived with wings folded before turning and firing a magic burst of energy. A raven dropped out of the sky, or rather, the bottom half of a raven fell from the sky.

Chrysalis stared at it in surprise, but another small impact hit the back of her head, and she found a robin dancing around her head, trying to peck at her eyes. Chrysalis’s head darted out, and she felt the bird’s bones crack and she crunched it between her teeth, but before she could even swallow, another bird had struck her from the side, and another and another.

They were everywhere. From out of the sky, the birds that had been dropping rocks on the changelings flew at Chrysalis. Fluttershy was nowhere to be seen, probably because the air above the forest was close to becoming unsurvivable even for Chrysalis. But the birds still came at Chrysalis, shrieking in fury as they fought.

They couldn’t really harm Chrysalis, not with their small beaks. The biggest of them, an eagle, wouldn’t be able to do more than scratch her, but they kept slamming into Chrysalis, obscuring her vision, trying to peck out her eyes, and making it impossible for her to cry out to her troops below.

Chrysalis threw spells even as she bit and kicked, snapping birds in two or breaking their wings and sending them crashing to the ground, but there was just too many. How many was it? A hundred? Two hundred? More than that; they swarmed Chrysalis, pecking and slamming into her with their fragile bodies. They bore her down with their sheer weight of numbers, until Chrysalis was forced to dive into the forest below.

The heat here was…the fire was at its hottest, consuming the trees and leaving only embers behind. It wasn’t just the flames that were deadly; the atmosphere it was so hot that Chrysalis’s mane nearly burst into flame before she used her magic to cool herself down. The birds had no such protection, and they tumbled to the ground, screeching as they caught fire.

But still they came on. Chrysalis stomped a mockingbird that was trying to peck her even as it burned, and blasted a score of starlings out of the sky. But even that wasn’t enough to stop them. A hummingbird dived Chrysalis, but fell to the forest floor, dead of the heat before it could reach her. The birds circled and dove at Chrysalis, and thought she shot them out of the sky with magic and crushed them under her hooves by the dozens they kept coming.

They kept coming.

It was over in a few minutes, and Chrysalis stood surrounded by bodies already starting to catch flame. Wings and feathers lay strewn across the ground, and bird blood painted the ground. Like most blood, it was red. Chrysalis was panting, her lungs burning from the smoke and the heat. It had taken a few minutes, but it had felt like a lifetime.

Chrysalis knew she should move; try to get out of the forest, but all she could do for the moment was stare at the carnage around her. She had fought in some of the bloodiest battles across the world, watched zebras fight to the death even when outnumbered ten to one, watched lone minotaurs being pulled down after killing scores of changelings, but she had never seen this. Hundreds of birds, just to try to kill one being. It was…it chilled Chrysalis because it was…it was…

It was the way changelings fought. Sacrifice many to achieve on objective. They would swarm dragons and die by the hundreds to bring one down. It was their way of defeating more powerful enemies. Chrysalis would have used that very tactic to weaken or kill Celestia when they took Canterlot. But she had never dreamed it would be used on her.

Chrysalis looked at the dead birds, the sea of carnage and could only wonder one thing. Had Fluttershy ordered this? Had she sent the birds to their deaths just to kill her? Or had they chosen to do this themselves? What had they bought? A few minutes of distraction, or perhaps they’d prevented her from commanding her army for a moment. But Fluttershy would have known they would never be able to kill Chrysalis, or even hurt her badly. If she had ordered the attack, knowing that, if she had done that in cold blood…

Chrysalis shook off her thoughts and tried to focus. The heat was making her lightheaded, but she had to concentrate now. She spread her wings and stopped. Slowly, she looked over her shoulder. The bird attack had been effective after all.

Her wings were in tatters. Changeling wings had holes in them of course, as did their legs, but that was part of their appearance. Chrysalis’s wings had been shredded by the talons and beaks of the birds, the only part of her they could damage. Parts of her wings had been ripped away, and what was left was not nearly enough to get her airborne.

Chrysalis looked around now at the burning forest, and she was suddenly afraid. Her magic kept the heat at bay for the moment, but keeping up that spell was an enormous strain. All around her was a burning forest. She had no idea where she was and without the ability to fly, she would have to travel through the fire. For the first time, Chrysalis began to feel true fear.

She could die here.

Chrysalis began to run. She ran, crashing through the burning forest, leaping over embers and trying to avoid being burned as the world around her blurred into a hell of moving flames and fire. But all the time she could only think back to Fluttershy’s words. ‘I can be crueler than you.’ They echoed in Chrysalis’s mind, and their presence stirred something small in her heart, something she thought she had forgotten. But it grew, and as the flames rose, so did it.

And the fire was all around Chrysalis, crackling, burning. But all she could hear were the screams.

The forest burned. Every tree and twig was ablaze, and the conflagration only grew by the minute. It was not all of the Everfree that burned of course; such a wildfire would easily destroy Ponyville and the landscape for hundreds of miles if it was allowed to grow that large. Only a portion of the Everfree burned. A swathe of forest perhaps ten miles wide had been separated away from the rest by a long ditch, not so much deep as wide. It was nearly twenty feet across, long enough to make it impossible for flames to jump the gap.

Even so, flying embers and sparks could still travel far on the wind, and some did land on the other side. They might have started fires on their own, but they were quickly stamped out by those who gathered at the edges of that fire. They stood, waiting as they watched the orange red glow coming from the forest. They watched, and waited, and listened.

Changelings burst from the edges of the forest, screaming. They were on fire, or covered in fire, fallen tree branches and burning embers stuck to their carapaces. Some tried to drop to the ground as soon as they left the flames, but the intense heat radiating from the forest’s blaze forced them onwards.

Bugs are not like ponies. This is a fact so simple that no pony would even stop to consider it. But changelings are like bugs. And bugs are not like ponies. Therefore, changelings might not be exactly like ponies.

This was the mental logic Fluttershy had used, and it had presented her with a thought no other pony had had before. If changelings were more like bugs than ponies, then perhaps they shared some of the same weaknesses bugs had, rather than pony weaknesses. She had thought about this quietly, and thought of how changelings didn’t have skin, but carapace, and different internal organs, and she had had a thought.

Perhaps changelings had a weakness. Perhaps that weakness wasn’t magic, or some kind of fancy poison, or even being hit by a gigantic force-field powered by love, as good and useful as all those things were. Perhaps, just maybe, changelings were weak against fire.

Not just fire, but rather, temperature. Heat. Cold. Fluttershy was the leading expert on animals in all of Equestria, and that also meant she knew more about insects than most ponies. Aside from a pony with a bug-collecting cutie mark, if one existed, Fluttershy might well be the leading insectologist as well. And what she knew of insects was that they could not regulate their body temperatures.

It was a very trivial fact for many. It probably wouldn’t bring any pony to riches, or impress another pony if they heard it. Possibly only someone like Twilight Sparkle would have cared for such information. But it was useful, to Fluttershy especially. It could help her destroy an army.

Changelings ran out of the forest. They ran for the ditch, trying to cross it to safety. But they stumbled and fell as they ran. Many changelings collapsed even as they left the forest. Only a few out of each hundred even made it to the ditch, and more barely left the forest. Some lay still, curled up, while others had simply…melted, green bubbling out of cracks between their armor as their corpses smoked.

Changelings cannot regulate their temperature. Ponies could, to some degree. They could sweat, regulate their internal blood flow, which gave them enough protection from heat and cold to survive different weather. But changelings? When a changeling’s internal organs got too hot, it could do nothing. At a certain point, a changeling’s body would simply shut down and it would die. That was what Fluttershy had realized, and what she had based her plan around. The one things the changelings could not fight: themselves.

A fraction of the changelings made it to the ditch, out of reach of the worst of the fire’s heat. They scrambled across the rough dirt, still running, trying to put as much distance from themselves and the death behind them as possible. The first changeling was just climbing the opposite slope when it tumbled back down to the bottom of the ditch. A knife was stuck in its eye.

The other changelings looked up. Instead of the empty, inviting sight of the forest they expected, they saw animals. Fluttershy’s animals. The same ones who had run away earlier. They didn’t run this time, instead they fell upon the changelings. They were still carrying weapons.

She walked among the dead, weeping. They lay around her, lifeless dolls, puppets with cut strings. Their empty eyes stared at her. Their expressions begged for mercy, relief that never came. They looked at her, the origin of their suffering.

She stumbled as she walked. The heat was intense. The fire had consumed the forest around her. Even now, the inferno was reaching its peak, and soon it would kill everything caught within. What few lives remained, at least. All around her was death.

Except for her. She was still moving, still alive. She felt she shouldn’t be. Around her was the dead. All those she had killed. Their deaths weighed on her like a real thing, pressing down on her, flattening her. She had thought their lives meant nothing. She had watched them die with no remorse, and even satisfaction at times. But now the horror caught up with her, enveloped her. They were all dying. Not just one or two, but the entire swarm, not just a fraction of her army, but all of Changeling itself.

Her people were dying.

Chrysalis choked back a scream as she felt more lives disappearing. Her eyes were reddened with tears, but they dried on her face as soon as they fell from her eyes. Her horn glowed, keeping the heat at bay, but even her magic couldn’t protect her entirely. Parts of her carapace had cracked; rivulets of green ran down to her hooves and burned away. But that wasn’t what hurt her.

She could feel her people dying. She was their queen, and like inescts, she had a mental link to all of her subjects. She could sense where they were, roughly. They fled to the edges of the forest, but they were falling, dying before they escaped. She saw images, disjointed flashes of sight and sound as her changelings fell to Fluttershys’ army, which had encircled the burning part of the Everfree. They were few, and individually far weaker than the changelings, but they were positioned along the dirt ditch that prevented the fire from spreading. They had the higher ground, were uninjured, and attacked the changeling stragglers in groups. It wasn’t a battle taking place now, it was a massacre.

Chrysalis concentrated, letting the roaring flames around her die away as she searched the minds of her subjects.

There.

It was a moving figure, flying where the fighting was thickest, but where it went, changelings died. Chrysalis watched as a pale shape swooped down into one changeling’s view before a flash of light severed her connection. It was enough.

Chrysalis reached out to her subjects and screamed an order into the mind of every living changeling. It wasn’t a complex idea; the mental link Chrysalis had with her subjects was limited at best, but it was just a location. A place. A weakness.

She felt her subjects pause, then redirect themselves. Even disorganized as they were, dying from the heat or burning alive they still obeyed their queen. Changelings stopped their blind flight and began to congregate at one point in the forest. They still fell in droves from the head and flame, but when they made for the forest line, they came in groups, fighting the animals rather than being picked off. Forcing them back, back…

Fluttershy was killing them by the dozen. Chrysalis snarled as she felt another blast of lightning take eight changelings with it. She was the center of the enemy army. She was an army by herself with that lightning. So long as she remained in the skies, no changeling could break through. No common soldier could hope to stop her. That remained up to Chrysalis.

But she had taken too long.

Had her pace slowed while she ordered her subjects, or had the forest fire reached its peak? Whichever the case, Chrysalis was suddenly aware of a terrible heat, and felt her magic fail her as the heat stripped away the last of her magical protections. The fire engulfed Chrysalis, and she screamed as it started to burn her. Fallen trees had created a sea of embers, and that alone was enough to ignite Chrysalis’s mane. Around her was fire. Fire and pain.

What reason was there to keep moving? The fire burned her. Why was she still up, fighting for every step? She felt the darkness tugging at the corners of her eyes. Why was she doing this? What reason could she possibly have?

Chrysalis closed her eyes, feeling the fire burn her, hearing her carapace crack, and looked deep in her heart for strength, for a reason, for that terrible force that always kept her moving. She thought of Fluttershy, and she found it.

Hatred.

“They’re coming again, Angel.” Fluttershy landed on a rock beside her rabbit, but Angel didn’t seem to notice her. He was holding another rabbit’s paw.

Swift Foot was thumping the ground softly with his other paw, but he made no sound as he lay there. He was missing his right foot, and half of his body was a blackened mess. It hadn’t been a changeling that had stuck him, but a falling tree, on fire from a stray spark.

His lower body was just a mess of blackened skin now – there wasn’t much left that could be called a body. But he didn’t cry out, or even make a sound. The only expression of his pain was just his rhythmic thumping of the ground with his paw, as if that contained all the agony of his being.

Slowly, the thumping slowed, and then stopped. Swift Foot lay still. Angel stood holding his paw for a few seconds longer, and then let it drop. When he turned, his eyes were dry, his expression set. He didn’t try to bury Swift Foot, but just let the rabbit’s corpse lie on the ground. There was no time.

“They’re coming, Angel,” Fluttershy repeated, and her rabbit nodded, once. “They’re massing, and it looks like this might be their big push. The fire’s getting to hot for any of them to survive more than ten more minutes, so if there’s any time, it’s going to be now.”

Angel pointed to Fluttershy’s side, where the pegasus clutched a dark storm cloud.

“This is the last one, I’m afraid,” Fluttershy said. “It’s only got two or three charges left as well. Look, Angel, I’ll try to hit as many changelings as I can with it, but I think they’re all there. All that’s left of the army will attack at once, and what’s worse, I think she’s with them.”

Angel and looked out over towards the burning part of the Everfree where dark shapes moved in front of the flames. He turned back to Fluttershy and tilted his head.

“It’s the only explanation,” Fluttershy replied. “Someone’s rallied them, and she’s the only one who could have done that. We saw her go down, but she must have survived the forest fire. Angel, she’s going to be leading the assault.”

Angel nodded, once. He picked up the kitchen knife he used and grimly began to sharpen it with a whetstone.

“I’ll take care of her. You know the plan, but keep our forces out of her path. She’ll tear a hole through our defenses otherwise.”

Angel nodded again, and held up the knife. It shone red in the firelight. He nodded at Fluttershy, and together, the pegasus and rabbit made their way to the front.

The ditch that had been dug to contain the fire had been wide, but shallow. It was only a few feet deep, but its width was far more important, to prevent the fire from jumping the gap. Yet now, the ditch was filled nearly to the brim with bodies.

Changeling bodies, mostly. That is, the majority of the mass that lay still in the ditch was from changelings, but animals made up their share as well. For every six changelings there was an animal that lay crushed or broken among the piles of black chitin.

But despite the dead, despite the many changelings that had burned in the forest or fallen here, the tide of black bodies that had assembled at the edge of the burning Everfree still seemed endless. And what was more, this time they were not scattered, but led. At the head of the changeling army was Chrysalis.

The queen of the changelings stood alone, while surrounded by her army. That is, she was standing among her changelings, those soldiers that had survived both fire and battle with Fluttershy’s forces. But she stood alone among them, for no changeling dared to approach her.

Chrysalis had been burned by the fire. Her dark green mane and tail were wisps of hair burned to a cinder, and her carapace was scorched and black. Parts of her chitin had cracked from the intense heat, and green ichor oozed from her open wounds. But her eyes were open, and in their emerald depths burned something far darker and stronger than any flame ever seen.

Chrysalis stood straight and tall, ignoring her wounds as she watched her changelings assemble. Her entire body was filled with pain; she could feel every burn, and the smoke-filled air stung her vulnerable insides as it passed through her broken exoskeleton. But she ignored the pain, and looked at her changeling instead.

They were scorched and injured, all of them. Not a changeling had made it through the fire without a few wounds, and many were disoriented still from the smoke and heat. For all that, they were still strong enough to fight, every one. But they were too few, far too few. For every changeling that had made it out of the forest, three more had perished in the flames. What was worse perhaps, was that Fluttershy’s had secured the high ground and had reinforced their numbers with more animals the pegasus must have held in reserve. The animals outnumbered the changelings almost two to one now, but Chrysalis didn’t waste time worrying about the odds.

Her forces were ready. They assembled behind her, ranks of changelings, their faces grimly set, their teeth bared. They were ragged, wounded, weary, diminished from the great and terrible horde they had once been. She had never been prouder of them.

Chrysalis turned and faced her changelings. The watched her, both fearful and trusting. They were not worried, merely expectant. Their trust in her was something else Chrysalis had never before considered, never appreciated. She raised her voice so they could all hear – not just her soldiers, but the animals and Fluttershy as well.

“My changelings, this battle has taken its toll. We have suffered greatly, but though many of us have fallen, the swarm yet lives. Ahead of us is a great battle, and it is one we will win.”

The changeling warriors nodded and stomped their hooves in approval, but Chrysalis raised one hoof before they could begin to cheer.

“But I must apologize to you all, for I have made a terrible mistake.” The changelings muttered at this, and shuffled uneasily. Never before had Chrysalis apologized for anything, and this, more than the forest fire trap or enemy army unnerved them the most.

“I made a truly terrible mistake,” Chrysalis said, bowing her head and looking at the ground. “I tried to play games, to outmaneuver an enemy and win with superior tactics and strategy. I assumed my opponent had honor, and led you all into this trap. For this, and only this I apologize. Not for failing to spot the trap, but for forgetting who we are.”

Chrysalis’s head came up, and every changeling’s eye was on her. “Our nature is to hide, to disguise ourselves, and then strike! We do not play games of war. When we attack, we attack our enemy’s weakest point and we attack as one swarm! We are a single body, a single army, and we will cover our enemies until their bones are all that remain!”

Chrysalis pointed to the waiting animals on the ridgeline. “There is our foe. It has hurt us badly, and tricked us, led us into traps. But we have forgotten what they are, and what we are. They are soft creatures, and we are predators. Our bodies are our armor, and our teeth and hooves the only weapons we need. We are changelings, and we will not stop until they lie rotting in the earth. No more games! No more tricks! Changelings! Prepare to attack!”

A roar like thunder came from her changelings, and Chrysalis wheeled to face Fluttershy and her army. The animals looked frightened, but they held their ground on the upraised ground above the ditch. Fluttershy herself was standing at the front of her forces, holding a cloud in one hoof. Beside her was a small rabbit, carrying a large knife.

Chrysalis, the Writhing Queen, Evershifter, Sovereign of Lies, der Verschlinger, and Queen of the Changelings raised one hoof. She pointed it at Fluttershy, at the army in front of her. She screamed one word.

“CHARGE!”

The changelings came at the animals in a wave, order forgotten as they charged in one dark mass, like the tide rolling in. They screamed in fury as they ran, and the sound they made was fury given voice.

The animals on the slope cringed backwards, but two shapes refused to step back. The rabbit next to Fluttershy raised his knife and shouted orders at the animals, but Fluttershy calmly stepped forward to meet the changeling attack.

Chrysalis knew what was coming as Fluttershy began to kick the cloud, and a green shield of emerald magic sprang up to protect her. But Fluttershy wasn’t aiming at her, but the changelings to either side of Chrysalis, who were unprotected by any magic.

One, two, three, four, five…six bolts of lightning lanced out from Fluttershy’s cloud and struck the front rank of changelings in a barrage that deafened even their war cry for a second. Changelings stumbled and fell, smoking as the lightning bounced between the tightly-packed bodies and left their smoking corpses littering the ground. But despite the damage the lighting wrought, it was not enough to even slow the mass of changelings running at Fluttershy’s forces.

The changelings struck the defender’s lines with a crash that made the very trees shake. Perhaps the animals could have held them off if only part of the changelings attacked, or if they had only remained in ranks, but this wasn’t an army they fought now. It was a breaking wave, a tumbling earthquake, a raging fire and a typhoon made up of bodies. It was a force of nature, and it swept through the animal line with Chrysalis at its head.

“Fluttershy!” Chrysalis screamed. “Face me!”

The animals around her pulled back as Chrysalis swept through their lines wielding death with hoof and magic. While changelings were small and could be brought down by smaller animals in groups, Chrysalis was far larger. She was a giant, and rampaged through the defenders, leaving only the dead behind her.

Fluttershy was far smaller, but she waited with the same infuriating and terrifying patience as before, in a center of calm among the fighting. She was carrying no weapons, and Chrysalis noted her front hooves and hair were scorched from where she must have held the clouds. She smiled politely as Chrysalis approached, but her eyes followed Chrysalis the entire time, never straying. She watched Chrysalis approach, not in terrified paralysis, but like a predator watches its prey. She waited and watched even as animals and changelings died around her. There was something cold in her eyes, something dark that stared at Chrysalis. Chrysalis swore to herself that no matter what happened this day, she would crush that look.

“It seems queens are far tougher than regular changelings,” Fluttershy said as Chrysalis approached. “And I admire your skill as a general and leader as well.”

“Spare me your false praise,” Chrysalis said. “Your words are worse than lies, because they are truth and deception at the same time. I am not here to play games with you, Fluttershy. We are at war, and we fight here for only one reason: to kill.”

“We have fought battle here,” Fluttershy agreed, “but we are two different kinds of creature, in the end. You fight because war and conquest is in your nature, but I have fought to protect.”

“No.” Chrysalis shook her head slowly. She looked Fluttershy straight in her eyes. “You do not.” She gestured at the battle around her, where animals assailed changelings from their higher ground and changelings who ripped and tore at the animals. “This war was unnecessary. Had you but told Twilight and Celestia of my presence, they would have pushed back my army with few casualties, rallied other nations against me, and forced my surrender. That would have been the truly peaceful solution.”

Chrysalis stepped forward, and Fluttershy tensed, but Chrysalis didn’t attack. “I understand,” she said very quietly, so no being outside the two of them could hear her. “You didn’t want the peaceful solution, did you? That would leave the changelings alive, just prisoners, or forced into peaceful co-existence. But you can’t accept that. You want to kill us all. Every last one. This is no war to defend. This is a war of vengeance.”

Fluttershy bowed her head for a moment, and then looked up. “Maybe,” she said simply. “You may be right. But the reason matters little now, doesn’t it? We are here.”

“We are here,” Chrysalis agreed. “And this war shall not end until one of us lies dead.”

“True.” Fluttershy lowered her stance and flared her wings out as Chrysalis did the same. “Shall we begin?”

Chrysalis didn’t bother to respond, but fired a burst of magic at Fluttershy. The pegasus didn’t duck or dive as Chrysalis had expected though, and run under the magic, charging at Chrysalis in a flash. At the last moment, she jumped into the air and winged away, just avoiding being skewered as Chrysalis tried to impale her with her horn.

Chrysalis roared in fury and started blasting away at Fluttershy as she dodged in the air, but the smaller pegasus was far more maneuverable and landed several meters away for Chrysalis.

“Stand still and fight you coward!” Chrysalis roared, and began firing rapid shots of magic which the pegasus had to avoid with every scrap of agility she possessed. “Stop running and die with some pride!”

“I’d love to oblige you Chrysalis, but there’s someone I’d like you to meet first,” Fluttershy said. She dove to one side as Chrysalis missed again with a blast of magic. “He’s been waiting to see you for such an awful long time, and I’d hate to disappoint him.”

Chrysalis screamed in frustration and shoulder-charged Fluttershy, sending the pony tumbling to the ground. “No more lies. No more games,” she snarled, and raised her horn to end Fluttershy once and for all.

Something tapped Chrysalis on the shoulder. Reflexively she turned, and saw only brown. Then she saw the brown was not the brown of say, and tree, but the brown of fur. And that the brown belonged to something standing above her.

For the first time, Chrysalis looked up. She saw a bear towering over her. It was brown, and had all the right features for a bear, but that would be doing his appearance injustice. This bear was big, but not fat. He might have been called lean, were it not for the rippling muscle that covered every inch of his body. Parts of his fur seemed to have been dissolved away, and he was covered in half-healed wounds and scars, but that only made him more menacing. He stood on two massive legs and was taller than even Chrysalis. He also looked mad.

“Chrysalis, meet Harry.” Fluttershy said.

Chrysalis backed up a step. The changelings around her closed ranks, protecting their queen but the animals attacked with the bear called Harry, forcing her soldiers back. Chrysalis snarled, and broke out of the ranks of her warriors. Fluttershy’s eyes widened as Chrysalis threw a white cat out of her way and then aimed her horn at the pegasus.

Chrysalis fired a blast of magic at Fluttershy, but she dodged again and the magic instead struck a group of beavers, vaporizing two and removing another’s arm. Chrysalis let her warriors shield her from Harry as she tried to angle for a better shot at Fluttershy.

But she had forgotten how long Harry’s reach was. The bear lunged forwards, and hit Chrysalis with a blow that smashed her to the ground. She screamed with rage and surged to her hooves. A changeling warrior leapt at Harry, but he contemptuously threw it down to the ground and crushed it with one paw. He charged towards Chrysalis, but she dodged to one side and then blasted him point blank with all her strength.

The back blast from Chrysalis’s spell nearly threw her off her hooves again, but she regained her posture. The spell had kicked up the ashes and in the cloud Chrysalis couldn’t see Fluttershy. She fanned her broken wings and the draft managed to clear the air enough for her to see Fluttershy, struggling with a changeling.

Fluttershy threw the changeling back and then turned to kick it with her back hooves, sending the changeling flying back with its head bent at a wrong angle. She saw Chrysalis too late, and the changeling queen’s horn glowed green.

A paw reached out of the ashes and grabbed Chrysalis’s horn, causing her magic to fizzle, and then another paw appeared, followed by an arm, and Chrysalis felt her chitin crack as Harry punched her twelve feet into a boulder.

Chrysalis staggered upright, just in time to see Harry charging at her again. She braced herself against the rock and began firing bursts of magic at him. She saw her green magic burst over the bear, causing him to stagger, ripping away parts of his flesh, but she was too weakened, or perhaps the bear had simply passed beyond caring because he kept on coming.

As Harry reached her, Chrysalis lashed out with a hoof. It was a blow from a changeling queen, and was quick and strong, with enough force to crack a pony’s skull. Harry caught her hoof with one paw and then grabbed her leg in his mouth, biting hard enough to crack her carapace.

Chrysalis braced herself for the pain of his crushing jaws, but instead he started to move with her leg still clutched between his teeth, dragging her along the rough ground. She struggled, but his grip on her leg was a vise.

Dragged along the ground as she was, Chrysalis couldn’t tell what direction Harry was moving, but the sounds of battle were dying away in the distance. Only the orange-red glow getting brighter and brighter told her anything, but it was a flickering light, and she felt the heat rising. It was only then that she realized what he was doing, where he was taking her.

The fire.

Chrysalis struggled madly and stuck at Harry with her hooves, but his fur and skin absorbed the blows like rain. Her horn flashed and Harry stumbled as her spells struck him, but he continued dragging her with his powerful jaws, lumbering slowly, and then faster and faster, back towards the burning forest.

She hit him with spells, deadly spells that cut into his side and left his blood coating the ground but the bear didn’t even slow. He seemed to have forgotten pain, and Chrysalis couldn’t make him let go, no matter how many times she struck his face or hit him with spells.

And then the fire was in front of her. It hadn’t died down, merely reduced all the forest to embers. That was worse than the flames. Hotter. More deadly. Chrysalis flinched away from the killing heat, and she could smell the bear’s fur burning. But he kept going, dragging her into the hell she had escaped from once.

The bear paused once, at the edge of the flames, and Chrysalis dared to hope for one second that he wasn’t going to do it. But then Harry lowered his heads, and dragged her into the heart of the burning forest.

She screamed once, and then then the fire was all around her, burning, scorching, searing. She looked for aid, for help, a way out, but the inferno was all around her, and there was no hope, no escape.

There was only Harry.

Fluttershy saw Harry look back before he entered the forest. Just once, just a glance backwards. He didn’t have time to search for her in the milling bodies, but somehow his gaze found her right away.

Just a look, and then he disappeared into the flames. He had agreed to do it at once when she had asked. Without question, without hesitation. And he had left in the same way, without pausing, fighting only to help his friends by eliminating the greatest friend. All he left behind was a glance. She didn’t know, she couldn’t see that well, but she thought – she thought he might have been smiling.

A changeling leapt at Fluttershy. She stepped back and let it fall heavily to the ground. Before the changeling could recover, Fluttershy had grabbed its head and was turning, turning…

The changeling’s neck snapped and Fluttershy let it fall to the ground. As the changeling dropped, Fluttershy pivoted and struck the changeling behind her with a hoof to the face. Fluttershy was no Chrysalis, but the changeling still reared back in agony. Fluttershy lunged forward, but she didn’t need to strike twice. The changeling convulsed as, still standing on two legs it then toppled forwards. A knife was sticking out of its back, buried hilt-deep in the changeling’s body.

Angel hopped over the changeling and tugged at the knife. Fluttershy pulled it out for him. She wondered where her rabbit had found the strength to push the knife through layers of changeling armor, until she saw the other two squirrels guarding Angel’s back. One set of paws might not be able to do more than lift a knife, but three bodies had enough strength to thrust it through a changeling.

Fluttershy pulled the knife out and wiped it on the ground before handing it back to Angel. He took it solemnly, and gestured at the squirrels behind him. From nowhere, six more squirrels materialized and encircled both pony and rabbit. They might have appeared laughable, small as they were compared to the changelings, but their paws and the small knives they carried were stained green with changeling blood. One of the squirrels still had an eye stuck on his butter knife.

For the moment though, there was no fighting. Fluttershy looked around and saw the changelings drawing back, retreating to the edge of the still-blazing forest as the animals did likewise, reoccupying the high ground. They left more of their number behind, though. Both changeling and animals lay still locked in combat, the orange light of the fire glowing off blood-encrusted fur and broken chitin.

Fluttershy watched the changelings as Angel organized her animals into a line. She watched their faces as they looked for their queen, and realized that she was not standing among them. A ripple of uncertainty ran through the line of changelings, but they still formed up with the fire at their backs. There was nowhere for them to run.

They were leaderless, wounded, and afraid. Fluttershy knew how they felt. She knew their fear. Behind her, her animals formed ranks once more. They were wounded and tired as well, but still they followed her, trusted her to lead them to victory. Fluttershy knew she was not worthy of their trust in her.

The changelings began to run. They were no longer a swarm, nor an orderly army, but a ragged line of darkness, screaming and shrieking as they ran. Fluttershy didn’t bother with an order, but ran forwards. She didn’t need to turn to know that Angel was right behind her. The changelings were coming at her, but they faltered. The animals charged just as the changelings did, but silently, in a slow rumble that promised only death.

Fluttershy charged, and her friends charged with her. They met the changelings in a clash that echoed. For one last time.

The battle ended before dawn, but the few survivors only left once the sun broke the horizon line. They stumbled about, and it may well have been that these living envied the dead, for they were as close to it as any beings could be. Their wounds gaped redly in the dark night, and more than one still bled, leaving rivulets of blood in their wake.

Fluttershy walked among her animals, bandaging, wrapping limbs or fastening tourniquets mechanically. Despite her efforts, her patients closed their eyes or rolled over even as she tended to them. She didn’t cry, though, but merely moved on to the next, trying to save what few lives she could. She didn’t cry; all her tears had been shed long since.

Less than forty of them survived, all told. They staggered or flew, hopped, walked, crawled, or dragged themselves away from the carnage. They left behind over two hundred changelings, their bodies slowly burning to ash as the fire consumed them. With that pyre of the enemy dead lay the rest of the animals. The entire Everfree Forest’s population and many of the animals from around Ponyville burned quietly as well. As the morning dawned, the last of the forest’s fire died out, extinguished by the simple expedient of having nothing left to burn. The weather patrol that arrived later in the day found only ashes. Ashes, and dust.

Fluttershy and Angel limped back towards Ponyville. In point of fact, it was Angel who walked, and Fluttershy who limped along, leaning heavily on him for support. Somehow, her rabbit had survived the battle with no more that superficial injuries, despite being in the thick of combat. His squirrel guard had all perished, but Angel had fought on, and though changelings had strove to kill one of the two leaders on the battlefield, they could never catch him, and fell with his knife in their bodies. Now though, he sagged, and it was all he could do to help support Fluttershy as they trudged through the forest.

The cottage came into view as the sky started to lighten, and Fluttershy knew it was only an hour or two before dawn. The small dirt path up to Fluttershys’ cottage had never been so tough to climb, but never had it seemed so welcome to her.

Both rabbit and pony walked in silence to the cottege. They might have said something, but both were too tired to speak. They stumbled along, but Fluttershy paused before opening the door to her cottage. She turned to Angel.

“When it’s light out, I’ll go to Twilight,” she said. “I’ll tell her everything.”

Angel looked like he wanted to object, but all he managed as a half-hearted shake of the head.

“It has to be done, Angel. I’ve told too many lies. I’ve killed, destroyed…I sacrificed the Everfree and my friends to kill the changelings. I don’t deserve to be called the Element of Kindness, not for what I’ve done. I’ll let Twilight and Celestia and my friends judge me, and then I’ll go to Tartarus if they tell me to, or be exiled or…I don’t know. But I have to do it.”

Angel met Fluttershy’s gaze for a moment, and then nodded. Slowly, he hopped up the stairs and opened the door a crack. Warm light spilled out, and Fluttershy wavered for a second. Angel smiled as well, and beckoned her up the stairs. She hesitated though.

“I shouldn’t sleep now – it’s already dawn, and Twilight will be up soon, especially if she’s seen the smoke from the fire. I’ll go to her now, and if she doesn’t send me to Canterlot to await trial right away, I’ll come back and sleep here, alright?”

“That sounds like a wonderful idea. But would you accept my alternative suggestion?”

The voice came from inside, making Fluttershy and Angel jerk in surprise. Before either could react, a dark, chitinous leg reached out and grabbed both pony and rabbit and dragged them inside the hut.

“Do sit down,” Chrysalis said, grinning at both with a face that was a ruined mask. “We have so much to talk about.”

Chapter 12: How it Ended

“I liked your bear,” Chrysalis said. “He was quite nice.”

Fluttershy lunged, but Chrysalis drew one leg back and kicked Fluttershy into the far wall of her cottage. Fluttershy heard something crack as she met the wall, but she was one her hooves in an instant. She took one step forwards. And stopped.

Chrysalis had one hoof pressing down on Angel’s head, and was holding the rabbit to the floor as he struggled wildly. She wasn’t pressing hard enough to do more than hold Angel there, but he couldn’t move. And Chrysalis was just standing there, grinning at Fluttershy.

Slowly, Fluttershy took one step back. Then she opened her mouth to speak. Chrysalis’s smile didn’t even waver, but she must have pressed harder on Angel’s head, because the rabbit stopped struggling and cried out in pain. Fluttershy closed her mouth, and very slowly sat down on the smooth floorboards of her house. Only then did Chrysalis take her foot off Angel’s head.

“Good,” she said. “Thinking. I like that in a pony. It’s so much easier when you can talk to equals in intelligence, don’t you think? It cuts down with all the meaningless questions and empty threats. I hate those, don’t you? So here’s a real threat for you.”

Chrysalis set her hoof next to Angel’s head. They were roughly the same size. “Move, and I’ll rip your little rabbit here apart. Talk and I’ll just break one of his arms. I’ve had enough of your voice today.”

Fluttershy said nothing. Chrysalis’s smile widened even further. She moved slowly backwards until she stood at the far wall, beside the fireplace. Angel lay where she had left him, eyes unfocused from the pain.

Never taking her eyes off of Fluttershy, Chrysalis sat down. There was a fire in the fireplace, but Chrysalis paid the heat no mind, sitting inches away from it. The shifting of her body also revealed something else. Chrysalis’s face had been partially obscured by the darkness, but the firelight threw her features into sharp relief, and what Fluttershy saw was one staring eye and one empty socket.

Now that Fluttershy wasn’t simply reacting, she had a chance to truly look at Chrysalis. And what she saw wasn’t a whole changeling, but pieces of one.

Part of Chrysalis’s face was shredded. Her chitin had been torn away on the half of her face missing her eye, and it exposed not a gaping skull like a pony, but just a mass of soft internal organs, covered over by dried green blood. Parts of her face still hung there though, and they dangled damp and glistening in the fireplace’s light.

Chrysalis’s injuries didn’t stop there, though. Not an inch of her body had escaped the flames, and her normally gleaming carapace was dirty with soot and ashes. Heat had cracked her chitin open, but on one side she had an wound not caused by flame. A series of long, vertical gashes had been torn along her side. It had torn open Chrysalis’s armor, but the attacker – Harry – hadn’t managed to do more than that before she had stopped him.

It wasn’t just one series of gashes though; Fluttershy looked closer and saw claw marks all over Chrysalis’s body, and between her broken carapace the soft green-yellow of her inner body as well. She was marked head to toe in marks of her battle, but nowhere did Fluttershy see evidence of a deeper wound. She felt something open up inside of her as she realized that even Harry’s claws and strength had been enough to kill Chrysalis.

But perhaps the most shocking injury Chrysalis had besides her face were her hooves. One of them was missing. Chrysalis’s back left leg ended abruptly, and Fluttershy could see how her hoof had simply been ripped from her body. The stump of her leg still oozed darkly, but for all that, Chrysalis still stood on her remaining three legs.

Chrysalis must have noticed Fluttershy’s glance, because she turned slightly and held up the leg missing its hoof for her inspection.

“Like it?” Chrysalis grinned. “That was the one your friend grabbed me by when he dragged me into the fire. He wouldn’t let go no matter what I did, and when he and I were too deep in the forest for me to escape, he tore it off.” Chrysalis made a biting motion with her teeth. “Snap. Just like that. You have no idea what pain is until that happens, let me tell you.”

Chrysalis looked at her stump of a leg and her smile vanished as another expression flickered across her face. But then she was looking back at Fluttershy again, and the smile was back. “But don’t worry about it! I forgave him in the end, and I’ll forgive you as well. Before you die, I’ll bite off all four of your hooves and make you walk around Ponyville, and we’ll call it even, okay?”

Once again, Fluttershy said nothing. Chrysalis laughed softly.

“You took my army away from me,” she said brightly. “My people. All gone, thanks to you. No matter if I survive this day; the changeling race is ended.”

She gestured towards one of the windows, where the smoke rising from the Everfree could still be seen in the dark sky.

“A few survived.” Chrysalis’ face jerked again. “I can feel them, trapped below the bodies of the dead. Screaming.” She beamed at Fluttershy again. “It was a wonderful plan. It was nearly flawless too, except for the part about killing me.”

Fluttershy stirred slightly and Chrysalis continued, “Oh yes. Your friend did his best. He bit off my hoof, and tried to claw me to death, bite through my armor. But it didn’t work, as you can see.”

She gestured towards her scarred carapace. “And then of course he tried to break my neck, toss me into trees, all kinds of delightful things. But he was just a bit too slow to catch me, just a bit too weak to kill me. The fire burned him faster than it did me. All that fur…”

Chrysalis trailed off. Behind her, the fire spat out a few sparks which fizzled on the floor. Fluttershy waited, feeling her torn muscles and bones screaming, but waiting, watching the orange glow play off Chrysalis as the queen sat there.

At last, Chrysalis roused herself and looked at Fluttershy again. She spoke directly to her now, without a trace of laughter or even anger.

“My army is dead, and with it, my people. I am dead, or will be soon. But you know what? I’m not bitter, I’m really not. We played a game, and I lost. You were the better changeling, in the end. You would have made a far greater queen than I.”

Chrysalis nodded once. “A far better queen,” she repeated. “I would have loved to see you ripping Equestria apart piece by piece. But alas, you were born a pony. It’s too bad, really.”

Chrysalis stood up, and walked slowly over to Fluttershy. She sat back, slowly, but Chrysalis didn’t make any sudden moves to attack.

“A good game, a brilliant strategy,” she said once more. “You played well, but in the end, it’s not who kills the most pawns that wins.” Chrysalis tapped Fluttershy softly on the forehead. “It’s who takes the queen. So now it’s time for the consequences of losing.”

Chrysalis smiled then, and it was as wide and happy as Pinkie Pie’s best grin. But her eyes stared at Fluttershy, one empty pit, and one emerald orb, and there was only hatred in their depths.

“Here’s what will happen. You will stay here with me, until one of your friends comes to check on you. The fire was very near your house after all, and they will surely be concerned for their poor, fragile Fluttershy. And then, I will kill them. One by one, in front of your eyes. If you try to call out or run, I will kill your rabbit friend first, and then you.”

Chrysalis beamed at Fluttershy. A part of her face dropped to the floor. “Today I will make your life the same hell I have gone through. I will make you suffer, and beg for death. You will regret ever daring to oppose me, and weep as I slaughter your entire beloved Ponyville pony by pony. And I will enjoy every minute of your suffering.”

Chrysalis leaned forward, until Fluttershy could see into the gaping socket in her face. “This day is going to be perfect.”

Time passed. Fluttershy lay on the cold wood floor of her house and stared at the queen of changelings. She was sitting next to the fire, her damaged side away from the flames. One empty eye socket stared at Fluttershy across the room. It was dripping slightly, and a black green liquid occasionally touched the floor.

Chrysalis wasn’t moving much, just sitting. She wasn’t dead though; every ten minutes or so, she would twist to look at Fluttershy or Angel, or the door. Then she would smile at Fluttershy and press one hoof to her lips. She was like an excited filly, filled with nervous energy at times, and then she would go back to staring into the flames, looking for all the world like a corpse given life.

Fluttershy could hear her humming something. It was faint, and stopped and started as the changeling queen seemed to lose track of the tune or forget she was singing. It wasn’t loud, just a small, haunting melody, a song Fluttershy thought she had heard once. The queen sung softly as she stared into the fire, and the part of her face that could still move jerked and twitched in a smile.

Fluttershy’s side was on fire, but this was only one of her injuries. Her hooves and fur were scorched from tossing lighting, and she felt broken ribs and cracked bones. When she breathed out, there was a rattling in her chest. But she could ignore the pain. She had been hurt before. What she couldn’t ignore were the eyes.

Angel was staring at Fluttershy, unblinking. He didn’t make any move that might have drawn Chrysalis’s attention, but he didn’t need to. Fluttershy knew what he was thinking. She shook her head, silently begging him with her eyes, but Angel’s gaze remained resolute. Slowly, he sat up.

Chrysalis paused in her humming and glanced back over her shoulder. “That had better not be movement I hear. Otherwise, I might have to remove an ear or a few toes from your rabbit, Fluttershy dear.”

Angel had stopped moving, but he was still looking at Fluttershy. His gaze didn’t waver. She shook her head frantically, but as he had always done, Angel ignored her. He beckoned with one paw. Fluttershy refused to move. Angel’s glare intensified. He slowly pointed to Chrysalis, who had begun sing again.

She knew. She knew what he was saying without him telling her. She knew, but she couldn’t accept it. She would have risked anything, made any sacrifice, but not this. She begged Angel silently with her eyes, but he didn’t listen to her. He never did.

Angel glared at Fluttershy again and then he stood up. At once, Chrysalis stopped humming and jerked upright. She focused on Angel, and a snarl appeared on her lips.

“Sit back down,” she growled. Angel ignored her.

“I said, sit.” Chrysalis’s horn began to glow a menacing green. “I may need you to ensure Fluttershy’s cooperation, but I won’t hesitate to blow off a limb.”

Angel still ignored her. He looked at Fluttershy, and there was sadness in his eyes as well as something else. Not resignation, but something far brighter, that reached into Fluttershy’s soul and pulled something there. He beckoned.

Fluttershy shook her head, but she was trembling, her entire body shaking with that unknowable emotion. Chrysalis laughed scornfully.

“Trying to get your mistress to help you? It’s a lost cause, rabbit. She’s a coward. For all her cunning and ruthlessness, she’s still ruled by fear in the end. She thinks cruelty is all she needs to win battles. But she forgets that cruelty is nothing without the will to succeed, and the power to accomplish it. But Fluttershy here isn’t brave enough to do anything on her own. It takes no courage to be cruel, after all. Now, sit down before I tear off your arms.”

Angel looked at Fluttershy, and there was a moment where time had no meaning. And then he bowed. Slowly, the rabbit bowed to Fluttershy until his ears touched the floor.

Fluttershy heard someone sigh softly, and realized it was herself. Something in her broke, or maybe something woke up and then she was standing, tall and proud, facing Chrysalis and Angel both from across the room.

“What are you doing?” Chrysalis demanded, her voice raising in pitch and anger. “Sit down now! You know you have no chance against me. Either sit, or I kill you both now!”

Fluttershy said nothing, but looked at Angel, He looked back, and now the same light was in both their eyes. They nodded once, and smiled. Then they turned to Chrysalis, a small rabbit standing right in front of her, and a pegasus standing across the room.

Here’s how it ended. Angel leapt at Chrysalis as Fluttershy charged at her from across the room. The changeling queen laughed as Angel charged at her, and grabbed him out of the air and threw him to the ground with a thump. Fluttershy tried to scream, to move her hooves faster, but Chrysalis’s hoof came down fastest of all.

There was a crack as her hoof struck Angel’s body, and he went still, that was all. He didn’t look back at Fluttershy, didn’t stir, didn’t even have the chance to make once last sound. He just went still, and lay there.

The light in his eyes went out at the same time Fluttershy’s heart shattered.

She didn’t remember crossing the distance to his body or picking him up. Fluttershy held Angel to her, and felt how cold he was already. A warm body perhaps, warmed by the fireplace, and the mild night air, but without the heat of life. Empty. The beautiful light in his eyes was gone, and it was gone in Fluttershy as well. Never to return.

And something was standing over her, laughing, mocking.

Fluttershy reached up and grabbed it by what remained of its green hair. It snarled and struck her with one hoof, but she kept rising. She threw it off balance and the thing stumbled, flailing wildly on only three hooves. She shoved it, and it fell to the floor.

It couldn’t get up. It was on its bad side, and could only scrabble for purchase with one leg. Fluttershy ignored the flailing hooves and stepped around to the head. Teeth snapped, but her hoof came down and grabbed the hair again. She dragged it along the floor as it screamed curses, but she heard nothing. Magic struck her back and the smell of burnt flesh filled the air but she felt nothing. But she saw the fire.

It roared and spat and crackled in her fireplace. It had been fed many logs of wood, and given room to grow. The flames left dancing afterimages in her vision. She could feel the burning heat from here.

The thing Fluttershy held had gone still, but when she pulled it towards the fire, it started to scream fight with more ferocity than ever. Again and again it struck Fluttershy and bit at her hooves, but she felt nothing, and her grip was unbreakable.

She lifted the thing’s head, and thrust it into the fireplace. Its scream this time shook the cottage, and it fought to remove its head from the flames. But two hooves gripped its head and held it there among the searing embers.

Something beneath her hooves writhed and screamed and twisted with all its strength. It struck her wildly, hooves flailing, and Fluttershy felt bones break. The fire raced along her hair, and she felt herself begin to burn. It didn’t matter.

Pain came for her, telling her of broken bones, torn flesh, burning skin, but it didn’t matter. Pain was a weak thing compared to the agony in Fluttershy now. Gradually, the thing Fluttershy held began to weaken, and the barrage of blows striking her body began to slow, and then stop. She held it there, even so.

Something was saying something. Fluttershy listened. It was faint, above the roaring in her ears. It came from the thing she held in the fire. It sounded like ‘please’. She ignored it.

Fluttershy’s cottage was filled with darkness and light. The darkest part of the night had begun, right before dawn, yet the deep shadows in her home were wrought by twisting shapes, struggling, fighting. A faint orange glow emanated from a fireplace, but it was obscured by a dark silhouette that writhed and screamed in the night.

But words, if any were spoken, fell upon deaf ears. All Fluttershy heard was the wind. It was not the gentle breeze that played across her mane, drifting in through a broken window and making the fire beneath her hooves dance she heard, though. No, it was a roaring, a howling gale that filled her mind, something that sucked in sound and left only a ringing, and a raging storm of silence.

And in that silence, a voice.

Was it song or poetry? Was it a dirge or epitaph? And was it for Angel, or for Fluttershy? She didn’t know. It came from not from her heart, which was broken and gone, but from another place. It was a different voice as well; it wasn’t full of hatred or anger, and it didn’t scream or shout. It was quiet and sad. It spoke, in words that filled Fluttershy’s mind and echoed throughout her being.

And her heart whispered it, in that voice she thought she had forgotten.

Where has the kindness gone?

Far away, far away.

Cruelty remains.

Once, I thought it could save the day.

But all I see are ashes,

And the faces of the dead.

I wanted to stop it here,

To let myself carry all the blame.

But cruelty is like a circle,

And it just keeps coming back.

I wanted to be kind again,

To let my better side out to forgive and mend;

So long as I could do that maybe I could be saved.

But now my Angel is gone to a world away.

My hope, my friend,

In another place he’ll play.

And now only darkness is in my heart today.

And then the voice stopped, and Fluttershy heard nothing more.

Dawn came at last. The light of the sun crept through the Evergreen Forest, reaching over the tops of the dark trees and past them, into Ponyville. The light touched first a cottage on the outskirts of Ponyville, and shone through a window. Most unusually however, this was a window without glass, and the light instead was reflected across a thousand tiny shards which glittered and sparkled.

And then the sun’s radiance swept into the cottage and illuminated the lone figure that stood at one wall. It might have been called a pony by some, but in truth it was a pegasus. It was a she, in fact, and this pegasus was covered in bruises, cuts, open wounds that crossed her body and blood. She was not moving, but her breath came in short gasps, and she stared at something lying in a fireplace full of dying embers.

When at last Fluttershy moved, it was like a dreamer slowly waking up. Slowly, she held up her hooves before her, and saw how the fire had left her only blackened skin. Gently, she touched the burned places on her legs and shuddered in pain. But she did not cry out.

Fluttershy looked up at the sun, and then down at what had once been called Chrysalis, Queen of the Changelings. She bent down and pushed at the body until what had been its face came into view. Fluttershy studied it intently for a minute, and then let the body fall back to the floor. She walked away from it, and bent down to another, smaller shape lying off to the side.

Angel’s body was still warm when Fluttershy picked it up, but it was the last vestiges of heat that remained. None of the burning fire that had filled the rabbit’s was there anymore. Angel lay still in Fluttershy’s arms, and didn’t move.

His eyes were still open. Fluttershy closed them gently. Then she took him outside, behind her cottage where she had a small garden of flowers. She might have wanted to say something, but she had no words left in her soul, and time was slipping away.

So she buried him there, making a small hole in the back of her garden where the flowers bloomed. She dug deeply, but left no marker, nor said any words. She covered his body with dirt, and then dragged Chrysalis’s body out into her garden.

It took Fluttershy longer to dig that grave, and she was aware all the time of the sun rising higher in the sky. But eventually she had a hole deep enough to fit the changeling’s entire body in, and she covered it with dirt. Then she replanted her vegetables in the ground, and walked back into the house. She made sure to wipe her hooves carefully on the mat to erase all traces of dirt. And then she sat.

And waited.

It didn’t seem like a long time had passed before Fluttershy heard raised voices, but the sun had moved quite a ways up in the sky. It was five voices, actually. They were arguing, running over one another, laughing, telling jokes. Fluttershy felt as though she hadn’t heard them in forever.

The voices stopped when they grew closer to the cottage. There was a moment of silence, and then they burst into cries of alarm, fear, and Fluttershy heard hooves pounding up the path to her home.

A door was flung open, and light spilled into the cabin. Fluttershy saw Twilight, Rarity, Rainbow Dash, Applejack, and Pinkie Pie burst into the room, staring first in shock at the destroyed room, and then crying out in horror as they saw her. She stood, slowly, ignoring the pain and smiled at them. Then she toppled forward.

Before she hit the ground five pairs of hooves caught her and carried her away. They brought her body to rest, to heal and mend and to be watched over and worried for. But they left her heart behind. Buried behind her house where the flowers grew.

When Fluttershy woke, it was morning. Not the same morning as she had slept however, or how else would she explain the five dozing ponies lying in the room around her? She was also not lying in her own bed, but rather, one of the spotless beds of the Ponyville Hospital. She noted that, unlike Rainbow Dash, she had been awarded a room all to herself. Then again, given the sleeping ponies strewn about the floor, Fluttershy guessed that it had been the only way to make everyone fit.

Gingerly, Fluttershy tried to remove her covers and found her forelegs were heavily bandaged. That state of affairs continued throughout the rest of her body, she found, as both wings and legs were covered by the same constricting bandages, although not around her chest. She could still feel twinges when she tried to move, so her ribs were still probably cracked or broken.

She had made no noises of discomfort, but her rustling must have made enough noise, because what nearly gave Fluttershy a heart attack was Pinkie Pie screaming.

“You’re ALIVE!” Pinkie Pie yelled and launched herself at Fluttershy.

Fluttershy was saved from breaking more ribs and possibly being suffocated by the violet glow of Twilight’s magic as Pinkie Pie was caught mid-leap and gently lowered to the ground. Within moments, the tranquility of the hospital room was broken as ponies shouted and leapt to their feet, nurses dashes in, shouted, were shouted at, and eventually some sense of order returned.

“Well, I think I speak for all of us when we say we’re so happy you’re okay, Fluttershy.” Twilight said at last, once the last nurse had been tossed out of the room and the door locked.

“And not dead or horribly crippled for life!” Pinkie Pie put in. Applejack nudged Pinkie in the ribs, but Pinkie Pie just giggled.

“Yes, well,” Twilight cleared her throat. “You were hurt pretty bad, Fluttershy. Now, I don’t want to pry—”

“—But everypony else really, really wants to know what happened.” Rarity said, practically shoving Twilight aside as she came to peer into Fluttershy’s face. “Fluttershy dear, what happened? Twilight, and Rainbow Dash said you were acting so odd the day of your accident, and of course you couldn’t make it to the spa visit and there was that dreadful fire in the Everfree. Can you—can you tell us what happened? Please?”

Fluttershy looked into her friend’s concerned eyes. The same expression was mirrored across five faces, and they all were looking at her, caring for her, wanting to understand, to know. She took a deep breath. This was it. No more evasions, no more dodging. The finale.

Fluttershy looked up at the ceiling, and then at her friends. She began to speak. Quietly, she told them everything from the beginning. How it had all started, with a changeling in a forest, and how it had led to this day, and the forest fire.

They were all silent for a long time after she had finished. She had watched their expressions change as she told her tale, from pity and shock to revulsion, horror. When she finished, she saw equal parts sympathy and grief on her friend’s faces, and confusion and anger on others.

Rainbow Dash was the first to speak. She paced back and forth angrily in the wreckage of Fluttershy’s cottage, struggling with unnamed emotions. At last, she burst out,

“I can’t believe you did that, Fluttershy! How could you? How could you? And keeping it a secret from us the entire time!?”

“Now hold on there sugarcube,” Applejack said, raising one hoof. “Ah’m not sure we should be blamin’ Fluttershy for all this.”

“What!?” Rainbow Dash shouted. “You heard what she said! How can you excuse that?”

“What I heard,” Rarity said icily, “was a pony doing the best she could to help others in need. I don’t know what you believe Fluttershy said, Rainbow Dash, but I believe she acted with the best of intentions. She made some mistakes, it is true, but she did the right thing.”

“Are you out of your mind!?” Dash was practically frothing at the mouth. “She nursed a changeling back to life and kept it hidden from us until it nearly burned down the entire Everfree Forest! It nearly killed Fluttershy twice, and she still didn’t tell anypony about it!”

“But she was afraid you’d get mad Dashie,” Pinkie Pie pointed out. “Sorta like now, actually.”

“Yeah, but—” Rainbow Dash spluttered as she searched for words, “—but that’s, I dunno, kinda fair when you think about having a changeling right at our doorstep, right!? I mean, that’s gotta be the dumbest, most egg-headed idea any pony’s come up with in the history of stupid ideas!”

“I’ll admit it wasn’t well thought out, but can you blame Fluttershy?” Twilight argued back. “She’s the Element of Kindness, and she cares about all animals. She tried to give that changeling a chance to mend its ways, and while it didn’t work, I think it was worth the effort.”

“Ah agree,” Applejack put in before Rainbow Dash could explode again. “As much as ah hate to say it, peacefulness would be better’n fighting Chrysalis and her lot again. Fluttershy was right to try.”

“But,” and here Applejack fixed Fluttershy with a stern eye, “you shouldn’t have kept us in the dark. I know you thought we’d overreact when hearin’ about this changeling fellow—”

“For good reason,” Dash muttered.

“—But that would have saved us a lot of worrying, and not left you lookin’ like a five-week old apple at the bottom of the pig trough,” Applejack concluded. She laid a gentle hoof on Fluttershy’s shoulder.

“It also explains a lot of things,” Twilight remarked thoughtfully. “When I heard your story all the pieces fell into place. I’m just sorry we didn’t pick up on what was happening sooner.”

“Yeah, and I’m sorry I didn’t spot that the changeling had disguised itself as you,” Rainbow Dash grumbled. “I’d’ve clocked it a good one instead of letting it get the jump on me.”

Rarity touched one of Fluttershy’s hooves. “Did you really feel you couldn’t tell any of us?” She asked Fluttershy quietly. “I’m sure we would have tried to understand.”

Fluttershy looked down at her bandaged hooves. “I didn’t want to worry anypony,” Fluttershy said quietly. “I just—” She choked, and tried to continue. “I was afraid that it might panic if other ponies saw it. And then it ran away, and there was the fire…I just wanted to save it…”

Tears began to fall from her eyes. At once, her friends stopped their debate and gathered around her in a warm hug. They were careful not to brush her bandages, but Fluttershy still felt enveloped by their care and kindness. Eventually, her tears stopped, and her five friends left the room, promising to check back on her tomorrow.

Fluttershy waited until the door was firmly closed and she heard her friend’s low voices from outside. Carefully, she picked up a cup from her nightstand and, making sure it was empty first, placed it against the wall and put her ear to the other side. She could hear the muffled voices now, as they quietly conferred.

“I dunno what she’s so upset about. It’s only a stupid changeling.”

“Rainbow Dash!” Twilight’s shocked voice raised loud enough for Fluttershy to hear even without the cup before she hurriedly lowered her voice. “How can you say something like that!?”

“You saw what it did!” Dash snapped before she was shushed. “I hope it roasted in the fire.”

“Y’know, it might have survived,” Applejack remarked. “Them pegasi didn’t see anything like a changeling in the ashes, did they?”

“The fire was way too hot – anything caught in there was reduced to ash,” Rainbow Dash said. “No telling if it escaped.”

“Well, I’ll send another letter to Princess Celestia just to be sure,” Twilight said firmly. “She’ll put everypony on alert. If Chrysalis and her changelings try to sneak into Equestria again, we’ll be ready.”

“Oh I do hope not,” Rarity said as Fluttershy heard them moving away. “One run-in with that horrid creature was bad enough.”

“We’ll see,” Twilight said. “We just need to be constantly vigilant. And don’t talk to Fluttershy about the changeling, okay? Keep her distracted.”

“Like with a party! How about a ‘you didn’t die or get eaten by a changeling’ party?”

“Honestly Pinkie Pie…”

The voices faded as they got further away and accordingly, Fluttershy felt her eyelids begin to droop. Carefully, she lowered the cup back to her nightstand and closed her eyes. At last, she gave into the exhaustion still fraying her consciousness and let oblivion take her.

She slept.

Eventually, they forgot about it. Time played a role, as it mended both the scars of Fluttershy’s ordeal and faded memory. Other events such as the battle for the Crystal Empire and Discord’s inevitable return also took precedence and kept everyone’s mind occupied. Fluttershy’s injuries healed, and if sometimes she saw her friends glancing at where her burns had been, she never made any comment.

Before long, the changeling incident as it had come to be known faded away completely from the minds of every pony, to be referred to only in the past tense when discussing the many adventures that had taken place for the Elements of Harmony. Fluttershy returned to being the quiet, kind, and shy pony in the background.

But she never forgot. She never let a day pass without remembering what had happened. And she vowed that as long as she lived, she would never lose one of her friends again. So she watched, and waited, and made plans so that when something threatened Equestria, it would never do so twice. For she would kill to save lives, because there was no one else who could do so.

And that was the story of how Fluttershy learned to be cruel.

When the story ended, Tirek said nothing. He just stared at Fluttershy.

And slowly backed away.

She stood there, in his small prison cell. Darkness was all around, the stifling blackness that obscured vision, but shafts of light still fell from above, from Equestria high above. They illuminated her face, her mane, and in that soft sunlight she appeared as beautiful as a flower, as fragile as a summer’s breeze. And she was more terrifying to Tirek than any being he had ever met.

Sometimes, Tirek dreamed of seeing the sun and moon again. Instead of plots of bloody vengeance or the destruction he would wreak or the lives he would take…sometimes he just dreamed of the stars. But such thoughts were foolish, weak. Tirek had always banished them from his mind. But now he wished with all his heart that he could have seen the stars once more.

Before he died.

“What’s wrong Tirek?” Fluttershy said. “Didn’t you like my story?” Slowly, she advanced towards him, and Tirek found himself stepping back. She held no weapons, nothing on her body, and her wings were folded demurely at her sides rather than raised aggressively. But still he retreated.

“It was a fine story,” Tirek said, watching Fluttershy. “I only wish for it not to be repeated here.”

He stepped back and Flutteshy followed. Step. Advance. Step. Advance. She moved when he did, in a slow dance that took them around the edge of Tirek’s cell.

“Come now Tirek,” Fluttershy chided. “I told you from the beginning why I came here. Do you really think I would have risked a trip here if I were not certain of my victory? You know that your death is certain.”

Tirek did know, but to prolong the inevitable, he still stepped back, trying to keep distance between him and Fluttershy. Suddenly he stumbled and nearly fell as his back hoof tripped over something. He cautiously glanced down and saw the small pile of rocks. The same rocks he had so hastily piled to camouflage his skin and hair.

Slowly, Tirek bent down and picked the largest one up. It wasn’t much larger than his hand, but it had a jagged edge to it. It would do.

Tirek looked up. Fluttershy had stopped advancing, and stood in the center of his cell, watching him.

“Now, what are you going to do with that, Tirek?” She asked him, a touch of disappointment in her voice. “It makes my job much harder, and it will do you no good in the end.”

“Better to die fighting than at your mercy,” Tirek spat.

“I suppose so.” Fluttershy didn’t seem worried by Tirek’s weapon. “But the end shall be the same. Tirek, it’s time.”

Fluttershy stepped forward and Tirek froze in fear. But she paused, and sighed and stepped back. “Because you listened to my story, I suppose I owe you this. Have you any last words?”

Tirek hesitated in surprise. But this did not seem to be a trick. Fluttershy waited, with that infuriating and terrifying patience for him to say something. Tirek was unsure. He cast around inside himself.

And he found he did have something to say. Tirek straightened, and looking Fluttershy in the eye said,

“Despicable.”

She blinked. “Excuse me?”

“You heard what I said. Disgusting, despicable, these are the words I choose to describe you with.”

Fluttershy was surprised, but only for a second. Then she merely looked disappointed. “Hm. I see. I’d hoped for more than petty insults after I shared my story, but I suppose it can’t be helped.”

She raised her hoof for another step, but stopped as Tirek laughed, a true laugh that echoed mockingly in Tartarus’s dark cavern. “Petty? Insults? You really are ignorant as well as brilliant, aren’t you? No wonder Chrysalis hated and loved you at the same time.”

Fluttershy paused, uncertain. “What do you mean?”

“Oh, it’s quite simple.” Tirek started to pace around Fluttershy, and she turned slowly with him, never taking her eyes off the rock in his hands. “You see, I’m a villain. That at least, is the term Equestria has awarded me. I agree that by all standards of your pathetic society I can be called a criminal, murderer, and the lowest form of evil imaginable. I believe otherwise of course; that I refuse to bow to the rules of an immortal tyrant like Celestia means that I am only of the few truly free beings in Equestria. And I will do whatever I wish to attain that freedom, even if it means that I must climb over mountains of those I kill.”

“Those are hollow words used by murderers to justify their actions,” Fluttershy said.

“Very true,” Tirek nodded. “You and I are alike in that regard.”

“What?” Tirek had the brief pleasure of seeing Fluttershy’s face go white for a moment with fury. “You and I are nothing alike,” she said, and now there was a dark undertone to her voice, a chip in her calm façade.

Tirek smiled. “We are both murderers,” he said. “The only difference is that I acknowledge my actions, and you hide your guilt behind lies.” He spread his arms wide. “When I kill, it is because it suits my purposes, or because I desire to. But you,” he shook his head. “You kill and then you excuse your actions. ‘I was defending my friends.’ ‘There was no other choice.’ Hah!”

Tirek pointed an accusing finger at Fluttershy. “Chrysalis told you herself: you never needed to stop her army by yourself. You always could have asked Twilight Sparkle for help, informed Celestia. But you killed the changeling army and Chrysalis, killed each and every one not for some noble goal of protection, but because you wanted to. An entire species, dead because of your thirst for vengeance.”

Tirek clapped his hands slowly, mockingly. “Well done. I have no accomplishments nearly so grand. You’ve done far more than I ever did even with all the magic in Equestria flowing through my veins. But you know what? I still think you’re disgusting. Completely, utterly disgusting, and you know why?”

Fluttershy’s face was shadowed. Her mane obscured her features. “Tell me.”

“It’s because you still seem to think you’re the ‘good pony’ in this picture. That, despite everything, you’re still doing the right thing by killing the enemies of Equestria. You put on a mask and pretend to be as innocent as your friends, when your hooves have bathed in more blood than any pony besides Celestia herself. You come here and tell me I must die because I’m a murdering monster? I am no monster.”

Tirek pointed to Fluttershy. “You are.”

He expected an explosion, but Fluttershy didn’t move. The shadows concealed her expression as she stood completely still, but Tirek felt the anger emanating from her like a physical thing.

He heard her breathing heavily, and a faint grinding of teeth in the silence. At last, she spoke.

“Well. I wasn’t expecting that,” Fluttershy said. “Well done, Tirek. You have…a way with words.”

Fluttershy smiled, but her eyes didn’t change. They were fixed on Tirek. “But I told Chrysalis the same thing I shall tell you: it matters not in the end. We are here.”

“So we are,” Tirek said grimly, gripping the rock tightly and bracing himself. “But that changes nothing of what you and I are. Murderers, both. Even if you kill me, you cannot escape the truth.”

Fluttershy’s head bowed. She was completely still, and silent, but Tirek waited in the certainty of what would come next. When her head rose, he had just enough time to see the look of pure hatred in her eyes. Then she leapt at him.

Reflexively, Tirek raised the rock he was holding, shielding his upper body and face. But Fluttershy’s lunge had been a faint, and even as his hands came up, she hit the ground again and ran at him. Tirek was too slow, and she was inside his guard in an instant.

Her wing drew back, and Tirek saw a flash of silver in the faint light. The knife Fluttershy had carried the entire time under her wing as she stabbed towards his unguarded midsection.

A hand came down and stopped the knife cold in its tracks. Tirek grinned at Fluttershy and tore the knife out of her hoof. He contemptuously tossed it to one side. Blood ran down from his hand where he had grabbed the knife by the blade, but Tirek ignored the pain.

Fluttershy backed away from Tirek. Her eyes were wide. “How—” she began.

“It was the only place you could have hidden a weapon,” Tirek said. “And you wouldn’t have come here unarmed. Too bad your plan didn’t work.”

Fluttershy said nothing. Her back hoof touched the stairwell to Tirek’s cell.

“I quite enjoyed your story, you know,” Tirek said conversationally. “I shall remember it for as long as I live. Sadly, I won’t ever get to know how you managed to kill Sombra.” He hefted the rock. “Goodbye, Fluttershy.”

She turned, and galloped down the stairs. Tirek roared and charged after her. The stairs were hewn out of stone and firm underfoot, but hard to move quickly down. Fluttershy ducked and dodged as Tirek swung the stone like a club, keeping hot on her hooves as she fled. His arms meant that he could easily run after Fluttershy and strike as her, and he did.

Tirek struck Fluttershy a glancing blow on the side of the head and she stumbled, but kept running downwards. He struck her side and back, but the speed they were moving at meant he couldn’t do any serious damage. Nevertheless, he drew blood with every strike, and already Fluttershy’s coat was stained red in places.

Fluttershy reached the bottom of the stairs and leapt away. But it was too late. The rock Tirek was carrying smashed into her side and smashed her into the ground. She fell limply, and struggled to rise.

Tirek walked over to her slowly. He must have damaged one of her lungs, because Fluttershy wasn’t able to find her hooves as they slipped out from under her.

“This is the end.” Tirek said as she approached. She struggled and managed to get two hooves under her, but he heard a rattling rasp in her breathing. “As one monster to another, I’ll make it quick.”

Tirek raised the rock as Fluttershy struggled to drag herself away but stopped.

“However, I suppose I should do you the same courtesy you gave me,” he mused. “Very well. Any last words?” He raised the rock high, ready to smash her skull in.

“Just a thought,” Fluttershy wheezed weakly. “I think…you’re making a…mistake.”

“Oh?” Every muscle in Tirek’s body was tensed for her last, desperate attack. Whatever she did though, he knew she wouldn’t be able to stop him. She was no match for him even now, weaponless and alone as she was. “Please enlighten me, Fluttershy.”

“Well,” and Fluttershy’s voice lost its wheezing rasp for air, “did you ever wonder why I didn’t just fly away?

“What?” Tirek’s mind raced, trying to understand what Fluttershy had said, but his subconscious took over. Kill her now, it screamed at him.

A gust of air struck of the back of his neck and Tirek shivered. He raised the rock high and prepared to bring it down on Fluttershy’s head. And stopped. Because he had heard a growl. Every fiber in Tirek’s body froze in sudden terror. Slowly, he turned around and looked up.

Behind him was Cerberus.

The rock fell from Tirek’s numb fingers. He knew he should run, should hide, escape back to his cell or into the labyrinth of Tartarus, but he knew it would be useless. All Tirek could do was stare up at the giant three-headed dog, and all he could feel was fear. Fear, and despair.

“I couldn’t just have Cerberus eat you, Tirek.” Fluttershy said calmly. “That would make him a murderer. But if you were trying to escape and he caught you, well…it’s an unfortunate accident.”

She motioned, and Cerberus sprang forwards at Tirek. He cried out and tried to shield himself, but the enormous jaws opened and he felt crunching, tearing pain. One head took his left hand, the other his entire arm. Blood rushed out of Tirek as he screamed in agony.

Somehow, he managed to get up and run even through the pain of losing his arm. Tirek ran back for the safety of his cell, but something struck him with so much force that he felt one of his legs break, and he slid across the ground. Tirek looked up, and saw three pairs of eyes staring at him.

Teeth snapped, and Tirek felt a gaping emptiness at his side, followed by warm wetness as something trickled down his side. He felt there should have been pain, but there was none. He tried to stand, but his body jerked and twitched and would not obey him. The world was fading, spinning before his eyes.

Silence.

Tirek couldn’t hear anymore. Cerberus wasn’t biting him. It was just watching him. For some reason, he couldn’t hear much as well, as if a bubble of silence surrounded him, reducing noise to faint echoes. But then the pain came, in one sudden attack, stabbing into him, making him feel the pain of his ravaged side and realize that the wetness he felt pooling on the ground around him was his own blood.

It was getting dark. Tirek knew the darkness. He’d lived in it all his life in Tartarus. But this was darker still, and all-consuming. It pulled at him, beckoning. He knew it. It knew him. His world was pain, and the darkness was growing. Dimly, he saw and heard hoofs meeting the stone floor and saw Fluttershy come into view and stand beside Cerberus.

“Help me,” he whispered into the silence. “Please.”

“There’s no one to help you here, Tirek,” Fluttershy said quietly. “There’s no one here but us monsters.”

As the darkness closed in, Tirek looked up, and gazed into Fluttershy’s eyes. They were a deep blue color, the color of the sky and of the open sea. They were the last things he ever saw.

Tirek closed his eyes. And everything was darkness.

Epilogue: Home

Fluttershy stayed for a few more minutes to make sure Tirek was truly dead. Then she carefully stood up and prodded at her side. She winced, but decided that while she was badly bruised, there were not broken bones or cracked ribs. That was good.

Cerberus was next, and Fluttershy spent some time scratching his ears and whispering to him while he rolled happily on the ground. His muzzles were still stained with blood, but he didn’t seem bothered by it. Fluttershy left him there, as the dog happily returned to his patrol of Tartarus.

She guessed it might be several weeks before any pony came to check on Tirek, but their conclusion would be the same regardless. The only thing that could foil her plan now was another visitor in Tartarus. But only Celestia or Luna would dare venture here, and Fluttershy knew that both were visiting Manehatten at the moment.

It took her several hours to maneuver through the maze of tunnels, but in the end, Fluttershy emerged into an evening’s sunset. She oriented herself to where she knew Ponyville to be and took off into the air. She was nowhere near as fast as Rainbow Dash, but Fluttershy flew doggedly, accomplishing with time and patience what Rainbow Dash could do with speed and skill.

It was nightfall by the time Ponyville came into sight. Fluttershy skimmed over the rooftops, and flew onwards towards her secluded cottage on the borders of the Everfree. Lights shone merrily from every window, and she could hear the sounds of animals chattering away as she approached.

The house went silent as soon as they sensed Fluttershy’s presence, but the silence lasted only as long as it took for her to move closer so the inhabitants could see who it was. Noise resumed and the cottage door swung open. A rabbit hopped out and held it open for Fluttershy, letting warm yellow light spill out into the night.

“Thank you Long Foot,” Fluttershy said as she trotted inside. “Have any of my friends come to call?”

Long Foot shook his head, and gestured to the other animals crowding Fluttershy’s house. Birds and rodents and other mammals and one bear greeted Fluttershy, and just for an instant, she remembered a similar scene, in a happier time.

“Well, thank you.” Fluttershy said again. “I appreciate your help. I don’t anticipate any more outings for the next few weeks, so we’ll take it easy. Get some sleep now, okay?”

Long Foot bowed and hopped back into the cottage to his cot on the floor. His fur was a beautiful white. That was one of the factors that had made Fluttershy choose him over other rabbits. He still had problems hitting Fluttershy when other ponies were around, but he had Angel’s expression and foot tapping down. Long Foot wasn’t nearly as aggressive as Angel, but he was a good actor and more importantly, he was reliable and serious. He just lacked the fire.

Fluttershy stepped around her cottage, greeting animals and tucking them in or seeing them off. They had gathered here, waiting for her return as she honored their concern with courtesy and respect. She waved goodbye as Matilda the bear walked back into the Everfree. It had taken some effort finding a bear that looked like Harry and was willing to stay in close proximity to Ponyville, but Matilda was one of his distant cousins and had understood the need.

When all of her animals were asleep of had gone back to their homes in the Everfree, Fluttershy opened her door again and stepped outside. The season had changed from summer to autumn in the last few weeks, and it was a cool breeze that ruffled her mane as Fluttershy carefully shut her door. Soon, the landscape would be full of falling leaves, and the vivid red and orange of the world preparing itself for winter, but not yet.

The garden behind Fluttershy’s house was not large, but still bigger than what most ponies cared to manage. Neat rows of carrots and heads of lettuce and cabbage poked out of the earth, but Fluttershy passed those by. They were growing quite well now, and Fluttershy wondered whether it was due to Chrysalis’s presence.

She reached the back of her garden, where it nestled right up against her cottage. No vegetables had been planted there. Flowers instead grew in a rough circle, not just the typical dandelions, tulips and other flowers native Ponyville but far more. Beautiful yellow marigolds and chrysanthemums of lovely shades of purple and vivid oranges grew here. Bluebells sat next to orchids and magnolias still in full bloom.

Fluttershy touched the flowers gently, and watched as the night’s breeze made them sway. They would be fading soon, as fall and winter took all the life from the earth. Soon, there would be nothing but barren ground here. She would deal with that time when it came. For now, it was enough.

Fluttershy lay down in the soft earth, and breathed out. She had no blanket, but the air wasn’t cold. She felt the rich soil beneath her, heard the sigh of the wind, and closed her eyes. She buried her face in the ground and felt as though something, someone was right next to her, pressing his furry face against hers.

She whispered into the earth.

“Angel? I’m home.”

Author's Note

Thus ends How To Be Cruel, and with it, one of the hardest characters I’ve had to write. Evilifying Fluttershy is hard, and the only character I think would be harder to write as would be Rarity. Pinkie Pie is tough, but I think you could do interesting things with internal monologues.

I don’t usually feel the need to write any author’s notes, but in this case I feel it would help address any questions. Astute readers may have noticed that Fluttershy’s story hinted at her killing Sombra, dragons, and other villains from the show. However, I decided to just wrap everything up after Chrysalis. This is for two main reasons: one, I don’t really want to write any more in this story, and two, it just wouldn’t be as interesting.

Fluttershy resembles Walter White a lot in the way she acts. She’s an idiot, but brilliant at times. However, after killing Chrysalis she’s definitely more of a Gus character who’s scarily smart and ruthless. And while it would be interesting to watch her stomp every villain she meets, it’s not nearly as fun for me to write. This story went way longer than I expected, so I sort of ran out of steam near the end. Maybe someday I’d pick it back up, (after Season 5 perhaps if there’s a really great villain), but for now we have to just imagine the bloodstained road Fluttershy took until she met Tirek.

You may also be interested to know that there is actually some basis for this story from the show itself. If you look carefully in the scene where Shining Armor and Cadence send Chrysalis and her army flying, two changelings do indeed seem to fly into the Everfree. Coincidence? Probably.

Also you may have picked up on the fact that Chrysalis is indeed humming This Day before she dies. Try rereading that chapter with that song playing in your headphones.

Well, that’s about it. For all those reading this far, thanks for sticking with this story. Not sure if I’ll be writing anything more in the near future as I’m tired, but keep an eye out. I might be hit by sudden inspiration (or a brick), and churn out a few chapters. Maybe it's time to do some blogging or find some other amazing stories on this side. Thanks for reading,

--Erisn

How to be Kind

His name was Tirek and he was a murderer.

Was, in past tense.

Celestia looked down at the blood spattered rocks and bits of red and black hair that was all that remained of Tirek. There wasn't even much of that left behind.

Tartarus, the hell of Equestria was dark and terrible place. For any being exiled there, it was an empty purgatory guarded only by the ferocious beast Cerberus. But today, or rather, this evening, Tartarus was full of life.

And light.

The Princess of the Sun stood in Tartarus, surrounded by her royal guard. Imposing ponies all, muscular clad in shining armor. The princess herself radiated a faint light in this darkness, and her eyes were cold and serious as she surveyed the carnage. The guardsponies, brave as they were, blanched and shuddered at the sight of Tirek's remains. For all their martial might, they weren't used to death.

And why should they be? It was a mark of pride in Celestia's mind that even her subjects born to defend and serve didn't know violence. Equestria was a peaceful land. That made the criminal who had perpetuated the crime even more heinous.

Celestia turned, and her royal guard straightened to attention, awaiting her orders. Behind them and in the shadows Cerberus huddled, a mass of bone, tooth, and claw that nevertheless trembled when Celestia glanced at him. The guardian of Tartarus knew its master was displeased, and rightly so. But Celestia had a more pressing task to deal with before she addressed Cerberus's failure.

"Go," she ordered the captain of her royal guard. "Bring me back the pony responsible for this. Don't let your guard down around her, and tell no pony else of your mission."

The guard pony nodded and saluted once before wheeling around and galloping off. It would take him an hour or two to exit Tartarus and apprehend the criminal, Celestia knew. He would have to first fly to Canterlot, rally the rest of the guards, and then travel to Ponyville. By then it would probably be nightfall.

Celestia could only hope that her captain really did watch himself on his mission. Any pony cunning enough to infiltrate Tartarus and kill Tirek, even imprisoned, was a dangerous threat.

But still. Celestia shook her head and went over to the cowering Cerberus. He flinched as she approached, for the expression on Celestia's face was not a pleasant one. Nor would be the coming spell that Celestia readied. Nevertheless, she had to know more. And Cerberus's duty had been to guard the prisoners -- if he didn't like what she had to do to find the answers she sought, it was his fault for failing his duty.

Celestia's spell flashed out from her horn and engulfed the gigantic three-headed dog. In an instant, Celestia was gone from Tartarus, and then back in Tartarus, but at a different time. Cerberus prowled the labyrinthine depths, snuffling about and maintaining his constant vigilance. His ears pricked up and Celestia looked as a faint noise emerged from the darkness.

She held her breath. The memory of Cerberus growled and prepared to leap as the hoofsteps got closer, but then the dog's attitude changed, and he began to wag his tail and smile.

The pony came into view, and Celestia's heart stopped. She already knew who it way -- had sent her guards off in the absolute certainty that it could only be this one pony. But still, seeing her now, she could still hardly believe her eyes.

Celestia breathed one word. The name of the killer. The murderer in Tartarus. The pony she would meet that very night in chains, or in death.

"Fluttershy."

To be continued in How to Be Kind.

Author's Note

Hey, it's been a while. I hope this update doesn't disappoint you -- it's not really an update so much as a way for me to let you all know that this story isn't over.

Yes, Fluttershy's story continues in How to Be Kind, a story I'm writing now. It's up already, but under the Mature tag, so I wasn't sure how many of you would see it. It's annoying, but I could only get my story approved under that rating so that's why I'm posting this tiny teaser.

Anyways, if you liked How to be Cruel, go check How to be Kind out. It's the direct continuation of this tale, starting from Fluttershy's other battles leading up to killing Tirek. And then after that, if I'm still alive and able to write (because life is short, y'know?), I'll get to Season 5 and that's when everything's really going to go down.

Oh, and final words: a plug for my own works. I've written a book that's not about ponies and if you're interested, please check it out! Link's here and more details in the blog posts, and I guarantee the story is just as good if not better than anything else I've written.

http://www.amazon.com/dp/B017WV4FRS

Until we next meet in the comments or the next update,

--Erisn

Prologue: A Monster in Tartarus

His name was Tirek, and he was a murderer. If sin could be measured, his were among the worst. He was a killer, a slayer of ponies, one who took delight in ending their fragile lives and hunting them down one by one. He had destroyed Equestria; those ponies he had not killed himself had later died in the ruins of the land they had once called home. By himself he had ended a kingdom that had lasted thousands of years, killed its inhabitants and scattered all traces of civilizations to the winds. This was the nature of Lord Tirek, Destroyer of Equestria.

At least, that was what it would be. At the moment, Equestria still remained intact, its people content, blissfully unaware of the monster that lived far below them. For while Tirek would massacre every pony he saw when he finally emerged in vengeance and fury, while he would rend and tear asunder Equestria if ever given the chance, he could not do so yet.

Tirek was a prisoner.

In the way of such things, Tirek had been captured for committing a crime. It had not been a charge as great as murder, but the ones who judged him had understood that murder would have been the least of his sins had he succeeded. And so they had banished him to a place far below Equestria, the one prison in that entire kingdom, the place known to all as Tartarus.

He had been imprisoned in a cell made of metal at first, but that had been removed. There was no need for such things here. Indeed, despite what Tirek had intended, what he had done, no other punishment had been meted out aside from his being locked away. In other cultures, in other worlds, this might have seemed a lenient, even soft-hearted form of justice.

It was not.

Tartarus is not a jail where hope remains long. It is not a place intended to serve as a warning, merely a promise. To be sent to Tartarus is to remain there.

Forever.

There are no appeals, no pardons for time well spent. There is no judge either; only the infinite to watch the prisoners as they wait for forever to end. To some, this might then be the worst of punishments imaginable. What being could possibly deserve such treatment? Even murderers might not be expected to endure such.

But some sins go beyond individual murder; some monsters contemplate acts that even death cannot pardon. Some beings’ souls are stained with sin, and these are sent to Tartarus. Tirek was one such. His crimes were already a taint upon his soul; that they had not actually been committed was a mere detail.

Any being wishing to see Tirek would have to descend into Tartarus, a dark, silent cavern in which light was seldom welcomed. They would have to navigate the maze of tunnels, bypass the Guardian, who prowled through the darkness, both deadly and silent. Should such a visitor bypass such defenses, they would come to the deepest, darkest part of Tartarus, where an abyss opens in the earth.

There is no light in that darkness; no gust of wind or breath of fresh air. Such things would not dare remain in this place. Down in that abyss of darkness there is nothing. Nothing known, at least. Perhaps there are things down there, prisoners from a time before even Tirek. But if so, they were forgotten to all. Nothing went into that abyss, not even the Guardian.

But suspended above that darkness eternal are the cells. The cages of stone constructed for the most terrible of prisoners. They are nothing more than platforms rising out of the darkness. A spire of dark stone, hollowed in the center so that a small area of flat stone lies in the center of each. They look like hands, holding each prisoner in the center. But of course, this image is lost on ponies, who have no hands.

Still, these platforms are stark and imposing. They have no beds, no illumination or places to take care of bodily needs, nothing at all. The only entrance and exit is a long, narrow winding staircase leading up towards each cell, unmarked by features such as guard rails or any other preserving architectural device.

Another thing that each of these cells lacks are chains, or even bars. There is no apparent method by which these prisoners are held. And yet these cells are the most secure of all Tartarus. No sane prisoner would ever attempt to escape for fear of the one that patrols Tartarus day and night. The Guardian.

Therefore, a visitor could in theory walk up that long staircase and enter the cell of the one known as Tirek. To visit any other prison cell would be a waste, in fact. In the entirety of Tartarus’ history, there had been only one prisoner ever deemed dangerous enough to occupy these cells. A being brave enough to ascend the stairs would find him in his cell, most likely staring out into the darkness.

They might approach him, and at first he would seem quite normal. Tirek is thin and fragile centaur, his red and black coat on his torso contrasting with the paler grey of his lower body. From any angle, he is no physical threat. He is emaciated, his muscles decayed from lack of exercise, and his age only serves to make him more decrepit. It is only when such a hypothetical visitor would chance to look into Tirek’s eyes that they would see the truth.

To look into Tirek’s eyes is to see a void where his conscience would be. Nothing is reflected in his eyes except himself. In his heart, there is no empathy for any being living. Not for pony, for centaur, or any other race upon the earth. To Tirek, death and life are interchangeable in worth, and indeed, if he could make it so he would erase all life. Tirek’s heart burns for only one thing, and that thing is vengeance.

He hates not just ponies, but Equestria itself, with a passion that defies rage. It was an anger that had burned for hundreds of years, had given him the strength to live past the normal lifespan of his kind, kept him alive even in the madness of isolation and the silence of his cell. Until one day, when everything changed. Once, a single prisoner of Tartarus managed to free himself for the first time ever.

Once, Tirek escaped.

He had been freed at last, and his desire for vengeance had at last been fulfilled. He had broken free of his prison when its guardian had departed it’s post, and he had lurked in the shadows, growing stronger slowly, absorbing power from the weak, until he was strong enough. And then he had emerged, and the world had bowed at his feet. He was Lord Tirek, master of magics and king of all he surveyed.

At least, that was how it was supposed to be.

Instead, Tirek’s victory had lasted all of a moment. At the very last, when he had taken the magic of every pony in Equestria, and had even defeated the final alicorn princess in a magical duel to be sung through the ages, he had been defeated.

Defeated, stripped of power, and cast back down into the pit known as Tartarus by six ponies. Six ponies. Despite all of his magical power, he had been humbled by the so-called Elements of Harmony, which had given their bearers power such as he had never seen before. They had vanquished him, exiled him once again to the silent hell under the watchful eye of Cerberus, the three headed dog, where he would stay forever. Or until he died.

That was what they thought, anyways.

Tirek ground his teeth in frustration, and paced forwards and backwards. His cell was not large for a centaur, and thus he could only go eight steps before having to turn around. Yes, Princess Celestia and her infernal pupil, Twilight Sparkle probably thought he was harmless now. They lacked even the ruthlessness to kill him, and so they had tossed him down here once again. What fools.

Tirek glanced down the winding staircase to the seemingly open ground below. There was nothing seemingly keeping him from leaving at any time, but he made no move. He knew that the terrible jailor of Tartarus was nearby.

On cue, a shadow seemed to detach itself from one of the walls and slowly plodded into the light. On closer inspection, it was possible to see that the shadow was in fact a being – a gargantuan dog the color of midnight with three heads. Each head was identical; a massive bulldog’s face ringed by a spiked color. The monstrous dog was massive, the size of a small house with rippling muscles and sharp, sharp teeth.

Tirek had no desire to go any closer to the Cerberus than necessary. He watched in silence as the giant dog plodded off, making its slow rounds of Tartarus. It did not glance up as Tirek; it had no need to. What made Cerberus the ideal jailor was his keen sense of smell, not his eyesight. With it, the dog could track every prisoner’s location and hunt them down in a matter of hours, no matter how far they might run.

Even Tirek had to admit that Celestia’s use of Cerberus as a jailor was inspired. It couldn’t be bribed, persuaded, or killed like a pony guard could be. You couldn’t even outlive it – Cerberuses lived for thousands of years, and this one was a mere puppy still, only a few centuries old. It was seemingly the perfect choice, except for one fatal flaw Tirek had found over the long years.

Tirek stepped over to the pile of rocks that served as his ‘bed’, and nudged aside a few rocks with one hoof. One of the aspects of Tartarus that made it so frightening was that concepts such as the need to sleep or eat disappeared here. The magic imbued in the prison, the same magic that prevented any spells being cast, provided enough energy to live, doing away with the need for meals or even sleep. There was literally nothing to do but stand, sit or lie down and wait for millennia to pass.

It was not soul-crushing as such; it was simply that for most prisoners, time disappeared and they remained in their cells forever, almost in stasis. It took a very strong will to keep focus in this place. Fortunately for Tirek, he had strength of will to spare, and the burning hatred in his heart to keep him active as well. It was true that a Cerberus would not fall for the same tricks a pony would. However, the Cerberus would fall for one trick a pony would notice instantly.

Tirek bent down and gently pulled a few smaller stones out of the way, and regarded what lay underneath. To anyone else, what lay buried under a few feet of rock was nothing interesting. It was simply a pile of hair, parts of it the dark maroon color of Tirek’s upper body, other hairs black or grey, matching his coat’s pattern. Yet in Tirek’s mind, the small mess of hair shone with potential.

The magic of Tartarus was a magnificently crafted series of spells that dated back to when Tirek had been young. Tartarus had been first created by Princess Celestia in a time beyond the limits of pony memory, but the containment spells and wards had been further reinforced by that pestilential pony, Starswirl the Bearded.

Just recalling Starswirl’s name made Tirek’s teeth grind in fury. It had been that pathetic wizard that had corrupted his brother Scorpan and made him betray Tirek. Until that time, the two brothers had been inseparable, united in their quest to become more powerful by stealing the magic of Equestria. But instead, Scorpan had joined forces against Tirek and placed him in this pit, the first new inmate of the prison that would later be known as Tartarus.

That had been when Starswirl had added to the magic of the prison, of course. He had rightly feared Tirek’s abilities, and had done his best to make the place impenetrable. Unfortunately for Tirek, Starswirl had succeeded. No magic of any kind could be used in Tartarus, and try though he might, Tirek had not found the smallest loophole in the system in his entire captivity.

Nevertheless, Starswirl had made one crucial mistake. The problem with magic was that it often had unforeseen side effects. And one side effect of the magic that nourished all the inmates was that it helped to mend any injuries and restore a prisoner’s health if one should suffer and accident.

This had probably seemed a necessary and vital addition to the softhearted Starswirl, but Tirek saw it as a glaring loophole. Why expend needless energy keeping your enemies healthy? It was idiotic in the extreme, almost as foolish and not killing one’s foes when one had the chance. And in this case, it gave Tirek an opportunity.

Tirek gazed down at the small pile of hairs at his hooves and sighed. Reaching up to one arm, he grabbed a handful of hair and yanked. The hair came out, with a not inconsiderable part of Tirek’s flesh and some blood. He stifled a roar of agony and swiftly dropped the hair blood and skin to the ground to join the small pile. His hand went back up and pulled out more hair, and then more.

Before long, the small pile was looking far less small, and Tirek was exhausted. He had pulled out quite a bit of hair from his arms and chest, and with it much of his skin. The cool air stung and burned as it encountered raw skin, but Tirek fought down the pain. He was stronger than the pain, his mind superior to his body. Nevertheless, he chose to rest for a while before continuing.

This was his great plan. This was the secret to his escape only a few moons ago. Tirek glanced down at the pile of skin and hair. It was so simple. Cerberus relied solely on his sense of smell, and could tell instantly if a prisoner escaped based on that. But what happens when a captive leaves his cell, and yet his odor remains?

Lots of hair and skin, that was the key. Tirek had discovered that he had to let the pile of dead hair and skin grow to about half his height before Cerberus would believe it was still him. Then, when the dog was in a far distant part of Tartarus, Tirek could slip by it and out into Equestria.

Needless to say, the deception didn’t last forever, and the smell eventually lost its freshness or whatever the hell dogs smelled, but it was enough time for Tirek to escape and grow powerful once more. This plan was foolproof, and it’s only requirement was time, which Tirek had in large quantities.

Well, that and the ability to tolerate pain. There were no sharp rocks or any instruments Tirek could use for cutting in his cell naturally, and so he had to pull out his hair by hand. It hurt abominably, even more so because Tirek had to ensure much of his skin and some blood joined the pile. Ripping out his own skin was hard, but Tirek had done so once because of his burning desire for revenge.

And now, Tirek’s hatred and fury was even greater than it had been before. The urge to repay the six ponies that had imprisoned him smoldered in Tirek’s heart. He felt as he had so long ago, when his brother had betrayed him for the ponies. Grimly, Tirek reached for another clump of hair. It had taken him years to amass the amount of hair necessary last time, but he would complete his task this time in months.

He would also ensure that the pile was big enough to fool Cerberus completely. The wretched dog had sensed something amiss too quickly last time, and had gone out into Equestria searching for him. Fortunately, the princess Twilight Sparkle had stopped the dog before it found Tirek, but it had been far too close for comfort.

No, Tirek would make sure his deception held this time for months. And he would do it quicker as well. He had shied away from the pain last time, but now he knew his plan would succeed and he was not content to wait for years in this place. Pain was a small price to pay to hasten his revenge.

Tirek had just grasped a large mass of dark hairs on his stomach when something broke his steely concentration. A sound, echoing in the darkness. Tirek paused, and let his hand drop as he turned to towards the noise. It was faint, a small, rhythmic sound, coming somewhere from the darkness below his cell.

What could it be? Tirek knew Cerberus’s patterns, and the dog wouldn’t return to this spot for another few hours. Another prisoner? But no, even the newest inmate had long ago ceased trying to escape. They were all comatose, content to waste away in their prisons. But what else could it be?

Centaurs were not nocturnal creatures, being closely related to ponies in biology. But Tirek’s eyes had grown accustomed to the dim lighting of Tartarus long ago, and so he made out the small shape long before it entered a patch of light.

It was a pony.

Tirek stared, but his eyes did not deceive him. Yes, it was small, pale pony with wings. A pegasus, in fact. And it seemed to be coming towards his cell. Suddenly, Tirek was afraid. In a burst of energy, he shoved the pile of hair back under the rocks and piled as many as he could on top of the mess. He tried to conceal it as best he could, but his hands shook with fear.

How foolish, how stupid of him! Of course Celestia wouldn’t be content just to put him back in Tartarus. No doubt she’d still be worried about how he had escaped last time. She’d probably sent one of her guard ponies, or perhaps even Twilight Sparkle herself to check on Tirek. He hadn’t seen a horn, but in the dim lighting who could tell? And if they discovered his plan, his chance for revenge would be completely ruined!

Tirek regarded the pile of rocks. It was rough, but most of the hair was completely obscured. Good. He swept the rest of the hair towards the edge of his prison cell with his tail, and watched it float down into the darkness. With any luck, the pony wouldn’t notice anything untoward.

Suddenly, Tirek realized that his arms and chest were still missing bits of hair. He started to panic again. The pony would surely notice that parts of his hair and skin were missing. How could he cover that up? Even as Tirek looked around frantically, he knew it was impossible. He could hear the pony slowly ascending the long staircase and he had nothing, nothing with which to cover himself with.

Tirek drew himself up and planted himself in the center his cell. He would just have to lie his way out of it. Self-mutilation wasn’t hard to buy, and he was sure he could act insane and/or bloodthirsty enough to convince any pony that he had lost it completely.

In the deep silence of Tartarus, the pony’s hoofsteps were like miniature thunderclaps. Tirek waited, trying to remain calm and project an aura of impassive cold distain. He tried especially hard not to sweat, or fidget.

At last the hoofsteps stopped, and Tirek realized the pony was just a few steps away from the top of his cell. The unknown pony seemed to pause. Perhaps it was nervous. That was good; Tirek would have the advantage in any conversation if the pony was distressed in some way. He might even be able to scare it with a convincing snarl of hatred if it was afraid enough.

Tirek waited. A minute passed, and then two. He was almost about to shift, perhaps to sneak up on the pony and scare it (hopefully off of the staircase and into the pit below where it go splat) when he heard the hoofsteps resume.

A tuft of hair poked into view, and was quickly followed by a head, and the thin body of a pegasus.

Tirek stared.

Of all the pegasi of all the types of ponies in all of Equestria, he would have never expected this pony to visit him. But he recognized the pink mane, the yellow body, and the folded wings. More importantly, he recognized the cutie mark, a trio of butterflies that marked this pony as Fluttershy, one of the Elements of Harmony. But by all the demons and monsters of Tartarus, why was Fluttershy here?

Tirek knew something about Equestria, and not simply from his memories of several thousand years ago. He had spent several weeks in hiding, building his strength and making plans after he had escaped. And although he made sure to keep his features hidden, it was remarkable how much you could learn as you idly walked down the street of a city like Manehatten.

Fluttershy was one of the famous Elements of Harmony, responsible for rehabilitating Nightmare Moon, defeating a Changeling invasion, saving the Crystal Empire, and apparently, taming Discord himself. Tirek hadn’t believed that last bit until he had seen it with his own two eyes, but it was all true. Fluttershy was one of the six ponies who were known as heroes far and wide throughout Equestria.

But if rumor that extolled the amazing deeds of Fluttershy and her friends, it was gossip that balanced that praise. Fluttershy was known far and wide as the most timid, fearful and shy pony of all Equestria. She could barely fly with her wings, and she possessed the physical strength of a squirrel. She could also talk with animals apparently, but Tirek considered this a small advantage in a pony that seemed to exemplify all that was pathetic about ponies in general.

But she stood before him now, and stared directly into his eyes. She didn’t, Tirek noticed, seem the least bit scared, or even nervous. Most ponies would be quaking in terror to be in Tartarus, much less face-to-face with its worst inmate, but the pony that should have been the most terrified of all of them seemed…calm.

And, here was the odd thing, she was slightly intimidating as well. This was ridiculous of course, and Tirek put it down to a trick of the dim lighting. But…he had to admit that her poise was somewhat unnerving. She wasn’t acting normally, and she was staring into his eyes without flinching. Or blinking.

This was far too strange. Tirek wanted to say something, perhaps a question as to her intent, or some pithy insults, a menacing opening like ‘I’ve been waiting for you’, or some such, but his mouth wasn’t obeying his brain. But he couldn’t just stand here forever. He had to know why she was here. Was it pity? Sympathy? Was she here to deliver a message? What? Tirek was just trying to get his mouth to unclamp when Fluttershy broke the silence.

“Hello Tirek,” she said in a low voice that nevertheless echoed through the cavern. “I’ve come to kill you.”

Tirek paused. He stopped. For three whole seconds his heart stopped beating, and blood ceased to flow through his veins. Not a muscle in his body twitched. Tirek didn’t move at all as his brain processed Fluttershy’s statement, checked with his ears, and then verified that what he had heard had indeed come from her mouth.

And then Tirek threw back his head and laughed. He howled with laughter. These weren’t the polite chuckles of someone forced to endure subpar comedy, nor the giggling of exceptionally infantile minds hearing a dirty joke, no. This was laughter in its primal stage, wild and unrestrained. Great, huge guffaws tore themselves out of a throat unused to such hilarity.

Tirek had to brace himself against a rock to keep himself upright; he was in very near danger of blacking out from oxygen loss as he laughed and laughed and laughed. His lungs and throat were really starting to hurt before he finally stopped laughing long enough to breathe again.

As his chuckles faded, Tirek finished wiping the tears from his eyes before turning back to Fluttershy. “I must congratulate you, Fluttershy was it? I have not laughed so for hundreds of years. Such a joke is proof that even the most worthless of beings can be amusing.”

He waved a dismissive hand. “Go away, and tell Celestia that her pathetic attempts were amusing, but completely ineffectual. Clearly the passing of years has dulled her wits if she believes this pathetic charade would fool me for an instant.”

Tirek waited for the galloping of hooves, the sounds of tearful retreat and perhaps intermittent sobbing, but they never came. Instead, he heard Fluttershy speak again, as she spoke in that same calm, collected tone of voice.

“Celestia did not send me, Tirek. She doesn’t even know I’m here.”

“Yes, yes.” Tirek turned his back on Fluttershy and walked back to the center of his cell. “Of course she doesn’t. You’re coming of your own free will, in secret no doubt. To do what? Threaten me? Force me into changing my ways like Discord did or else die? Pathetic.”

Tirek gave another laugh, this one short and cynical. “Your motives are as transparent as your acting. If Celestia hopes to rehabilitate me or intimidate me, she had better try harder. I already tire of this; go.”

To Tirek’s annoyance, Fluttershy still made no move. “You may think this is a joke or act, Tirek, but I can assure you that I am completely serious.”

Tirek glanced back in irritation now. “This silly attempt has lost its amusement to me. Do you really expect me to believe you’ve come here of your own free will? This is Tartarus, you stupid pony. No being can enter this place easily, let alone escape. If not for Celestia, how could you traverse the maze of tunnels, let alone find the entrance? Tartarus’s gates are well hidden by magic and craft; their location is a secret to all by the ruler of Equestria.”

Fluttershy smiled calmly. “You are correct, Tirek.”

“Of course I am!” Tirek snapped. “Don’t patronize my intelligence by making up such foolish lies!”

Fluttershy continued as if she had not heard. “Even the location of Tartarus is a secret to all but the rulers of Equestria. Only the most important ponies may know where it is, and for good reason. However, Celestia is not the sole ruler of Equestria. She, like three others is a Princess, not a Queen. And so there are in fact four ponies who know where Tartarus lies.”

“A trifling point.”

“Oh really?”

“Even if each Princess knows where Tartarus is, you would still not know it’s location without their telling you.”

“That’s very true,” Fluttershy conceded. “But fortunately for me, one of the princesses was able to ‘tell’ me without knowing she was doing so.”

“In what way?” Tirek asked, growing slightly curious despite himself.

“You may not know it, but Twilight Sparkle is a famous book lover and librarian. She writes everything down, and that includes secrets about Equestria.”

Tirek already knew this in fact, but feigned ignorance. “Even if she is privy to Celestia’s sordid secreds, she would still not share them with you, unless you explicitly asked her to.”

“Yes, but she’s also something of an airhead. I didn’t need to read her private notes to find out Tartarus’s location. Instead, I asked her for a complete, up-to-date map of all the important landmarks in Equestria and she very kindly drew one up for me. She spared no effort on the details, either. The map was accurate to within five feet of the entrance, which was, I must say, concealed very well by the tree cover.”

“That sounds almost believable,” Tirek said grudgingly. “But would Twilight Sparkle not become curious of somepony asking for a map out of the blue?”

“Indeed she would, and she was, which is why I said it was part of my plans for a tour of Equestria for my little animal friends.” Fluttershy smiled again. “It’s amazing what you can get away with when you say it’s for your friends. It’s even easier when everypony knows that you’re the kind, meek pony that wouldn’t even dream of doing something dangerous and risky like entering Tartarus. I’m officially on a trip to look for cute butterflies throughout Equestria.”

Tirek had to admit that this sounded plausible. “Even so,” he tried again, “you still cannot have made your way through the maze of tunnels to reach this place easily.”

Fluttershy shrugged. “Tunnels are dark and dark and perhaps slightly dismal, but they’re not scary. I marked my way in chalk, so each time I hit a dead end I knew which way to go to get back. It took a few hours, but the only thing that would stop a pony would be boredom or fear.”

Tirek gazed at the pony most likely to be stopped by fear of any kind, and saw nothing but honesty in her eyes. “And Cerberus?” He tried one last time. “You cannot bypass him so easily. He would rip you apart for trying to enter Tartarus just as he would kill any prisoner trying to escape.”

Now Fluttershy gave Tirek a glance that was both gently patronizing and amused. “I’m not sure you remember, but I am the pony that speaks to animals. Cerberus was easy to convince, and besides, I’d already met him before. And he even told me how to find you. So you see, I did come here on my own, Lord Tirek. Is what my explanation so hard to believe?”

“Certain elements of it seem plausible,” Tirek admitted grudgingly, “but it’s still a story no matter what you say. Why should I believe a pegasus pony has come all the way here simply to visit me?”

“Not to visit you, to kill you.” Fluttershy said again.

“And then there is that part of your story,” Tirek said dismissively. “Even assuming the rest is true, the thought of you killing anything is simply laughable. This is clearly an attempt to scare me on some other pony’s behalf, most likely one of the Princesses. Why should I believe otherwise?”

“Because it is ridiculous,” Fluttershy said. “Think on it. Assuming this is an attempt to surprise your or intimidate you in some way, why would they send a pony like me? Of all the ponies, you and I would both agree that I am the least imposing. It makes no sense. And if my goal was to frighten you, why would I simply threaten to kill you? That’s not a very credible threat coming from me either.”

“Who knows? Maybe you’re simply an imbecile; I could easily believe that,” Tirek snarled. “But this is clearly all a pathetic lie!”

Fluttershy didn’t react to Tirek’s anger. Instead, she simply arched an eyebrow and sighed. “Oh well. I thought you wouldn’t believe me in any case, but I had to try. It doesn’t matter in the end I suppose.”

“What?”

Fluttershy looked Tirek straight in the eye. “I’m going to kill you anyways. What you believe doesn’t really matter. I’d only like you to take your last moments seriously, that’s all.”

Tirek had been getting angrier and angrier over the course of the conversation. His fury at this obvious attempt at deception had been growing like a small inferno in his chest. Now it went out. All of a sudden, Tirek felt cold inside.

That wasn’t a threat Fluttershy had made. She wasn’t trying to scare him, and because of that, Tirek was getting slightly nervous. What she had said wasn’t a threat. It sounded like a prediction.

Tirek took a moment to pause and really think. Maybe, just maybe he had been making the wrong assumptions. Fluttershy didn’t look like she was pretending; moreover she didn’t act like she was pretending. Of course, the best actors never did but this was different. It was in her eyes.

Her eyes. Tirek had stared into many eyes. The eyes of the fearful, the brave, the furious, the dying. He could read emotions in them, unspoken thoughts. But he’d only seen eyes like Fluttershy’s on one other being.

Himself.

They weren’t unfeeling eyes like Tirek, though. They were kind and gentle and warm, and seemed to look into Tirek’s soul and search for the best in him. That was certainly a big difference between Fluttershy and Tirek.

But there was something else in those eyes. They weren’t looking at Tirek, not exactly. They saw him, but they also saw something else. A vision, perhaps. A moment in the future. These were eyes that looked at Tirek and could see him dead. They were the eyes of a killer.

And then the strange look in Fluttershy’s eyes was gone, as if it had never existed. Tirek wondered if he was going crazy. Only the certainty, the absolute knowledge of what he had seen stopped him from doubting himself. He had seen it, he was sure.

Tirek looked at Fluttershy, who continued to return his gaze with that small smile on her face. It was starting to really unnerve Tirek. He wasn’t used to being smiled at, unless it was a death rictus. Maybe, just maybe it might be prudent to be a bit more…cautious.

Tirek cleared his throat, or at least he tried to. For some reason it was rather dry, but he eventually managed to cough and get some moisture in his mouth. “Ahem. Well, if you insist on continuing this…deception, I suppose I could believe you. For a while. But even if I did believe you are here to kill me, why would this be the case?”

Fluttershy cocked her head to one side. “Hm. I suppose it’s because I believe those about to die should know why it is they’re dying. Especially when somepony else is doing the killing. That seems only fair, wouldn’t you agree?”

“If you believe in fairness so much, why would you wish to kill me?” Tirek asked. “Is murder fair?”

“You were given a chance long ago, Tirek, and you wasted it. You sought to kill, and worse. And when you escaped, you tried the exact same thing again. I’d say that letting you live would be more unfair, don’t you?”

Tirek sought for a comeback, but nothing came up. “Well then, why you?” He growled. “Of all the ponies in the world, why send the Element of Kindness to kill someone?”

“Because I’m good at it.”

“Good at it?”

“Unlike other ponies, I’ve killed before. I doubt very much that any of the other Elements of Harmony would be able to force themselves to kill you or even consider such a thing. At least, in cold blood that is.”

Tirek felt as though someone had kicked him in the head. The conversation was getting away from him rapidly. Shakily, he held up one hand. “Wait. You have killed? You?”

“Yes.”

“I don’t believe it. You’re supposed to be the embodiment of kindness.”

“Yes. And?”

“How could a pony who is kind to every other pony ever kill another being?”

For the first time since the conversation had begun, Fluttershy looked a bit uncomfortable. She shuffled her hooves and looked down at her feet before responding. “Equestria is a very peaceful place. Crime isn’t that common even in bigger cities like Manehatten, and our army consists of a few Royal Guards and the Wonderbolts. Neither group has any history of actual fighting, and so Equestria’s first and last line of defense is the Princesses and now us, the Elements of Harmony.”

“I am well aware,” Tirek said. “It was pathetically easy to conquer your nation by myself.”

“Yes, well then imagine what happens when a real monster appears. It’s true that I and my friends have defeated them all easily, but we never imprison any of them. You’re the one threat to Equestria that’s been sent to Tartarus. As for the rest…”

“They come back for revenge.” Tirek said automatically, and then blinked. “Of course. I heard a changling army tried to invade Equestria a while back, but the queen and her army was merely defeated.”

“Yes. Queen Chrysalis and her army. They were thrown out of Canterlot by Princess Cadence and Shining Armor’s combined power, but they survived. And they did indeed return for revenge.” Fluttershy bowed her head for a moment, and then looked up. “They did indeed come back. And while Chrysalis was content merely to conquer the first time, she came back to kill the second.”

“I never heard about this,” Tirek said suspiciously.

“You would not.” Fluttershy met his gaze and Tirek felt once again that vague sense of…uneasiness. “Nopony knows about it but me.”

It took Tirek a while to understand what Fluttershy was saying. “You?” He said in tones of sheer disbelief. “You’re saying that you killed the queen of the changeling and her entire army.”

“Sometimes, a bad situation arises where somepony will die no matter what you do,” Fluttershy whispered, and it seemed to Tirek that she was speaking to herself as much as him. “Sometimes you can’t be kind to everypony. You can only save as many as you can. They gave me no choice. None at all, so I did what had to be done.”

Tirek suppressed a shiver, despite the fact that it wasn’t that cold. Fluttershy’s eyes were slightly unfocused, and she was staring at the ground, looking at something Tirek couldn’t see. Then her head snapped back up, and her eyes once again locked with Tirek’s staring deep into his eyes without blinking. The contrast was unnerving.

“Yes, I killed Queen Chrysalis,” Fluttershy said. “I killed her and as many changelings as I could find. I scattered them to the winds and buried the dead deep. They were not the only ones. I’ve killed more, from Dragons to timberwolves to Sombra himself. I keep Equestria safe from the nightmares that would destroy everypony, and I do it in secret. Every threat to the peace has been silenced, scared off, or converted. To protect my friends I became a killer, and that’s why I’m going to kill you as well, Tirek. I won’t risk your escape, not when I know you’d kill everypony you possibly could if you ever got free.”

Tirek stared at Fluttershy. Where had the shy, timid pony he had once known gone? Her eyes were wide and unblinking, her posture set firmly without the slightest hint of a cringe, her wings half raised. “You killed all of them?” Tirek asked at last. It was the only thing he could say.

“Some I gave a chance to run, others I let live under certain conditions,” Fluttershy replied. “But some of them gave me no other choice. They preferred death to living their lives in peace and so I had no other choice.”

“And you’ve come for me now.”

“Yes. You are too dangerous to even imprison. You escaped Tartarus once, and that means you can do it again. For the sake of Equestria and peace, you too must die.”

“And the reason you tell me all this is so that I will know the reason for which I am dying.”

“Yes.” Fluttershy said simply.

“And you intend to kill me now?” Tirek looked at Fluttershy’s wings and hooves, but saw no concealed weapon, nothing out of the ordinary.

“Yes.” Fluttershy said again.

“And nothing I can say will stop you?” Tirek took a slow step back, even though he didn’t know why. He could surely overpower her if it came to that, but she was still staring at him and her eyes…

“Yes.” Fluttershy took a step towards Tirek and he backed up again. “I’m sorry, but I’ll try to make it quick.”

Tirek took another step back and then another. She wasn’t doing anything; just advancing slowly, but he couldn’t stop retreating. It was silly, foolish; a child’s irrational fear. But he couldn’t tear his gaze away from hers.

Tirek’s back hoof touched a small rock and he nearly jumped in surprise. Fluttershy was still getting nearer, walking slowly. Tirek cast wildly around for something to stop her, anything to slow her down and suddenly inspiration hit.

“So tell me,” Tirek said to Fluttershy. “Tell me all about it.”

Fluttershy looked surprised. “Tell you what?”

Tirek folded his arms. “If you truly are telling me the truth, where did this all start? How did you begin killing? If you truly believe in mercy and kindness, at least tell me that story first.”

For a moment, Tirek thought Fluttershy would say it was all just fake, a lie made up to deceive him. Time slowed and stopped as Fluttershy hesitated, and for an instant, the world waited to see what she would say. And then Fluttershy took a breath and began to speak.

“It was many moons ago when everything first started. Chrysalis had just been defeated, and all of Equestria was celebrating. As dusk fell, I took the last train from Canterlot to Ponyville, leaving my friends behind…”

Chapter 5: Again

Fluttershy stopped whispering to herself five minutes after Twilight had left. It took her a little less than one minute to get back to her feet and get herself in some semblance of order. And then she was running, charging through her house upstairs to where Angel was sleeping, screaming for everyone to wake up and get up now!

Birds chirped and flapped wildly around the dark room in alarm and rodents fell out of hammocks and scattered out of Fluttershy’s way as Angel appeared at the top of the stairs. Fluttershy leapt towards him and flew up the stairs without pausing to touch the ground. Her words were incoherent, but she got all the important ones out. “Cutie Mark Crusaders. Missing. Everfree Forest. Probably changelings.”

Angel took one look at Fluttershy’s face and then hopped out of her arms and screeched at the panicking animals below. In a flash, all noise ceased as every eye turned first to Angel, and then Fluttershy. It was perhaps exemplary of the power dynamics within Fluttershy’s home that Angel’s first reaction was to look to Fluttershy, while the other animals looked first to him for guidance. But now every eye was on Fluttershy, and she realized she had no idea what to do. Angel kicked her leg, either for support or to tell her to get a move on as her mind worked frantically.

“Twilight doesn’t know about the changelings,” was the first thing Fluttershy thought to say.

Angel tapped his foot, his customary scowl appearing like magic on his face.

“I meant to tell her!” Fluttershy said defensively, “I just couldn’t explain things properly! Besides, she’s got lots of magic and Applejack. They could fight off twenty changelings without a problem.”

Angel’s foot tapped again meaningfully.

“But they won’t know what to look for,” Fluttershy agreed. “They think the Crusaders are lost, or it’s some other monster from the Everfree. That could be true, but…”

Angel shook his head.

“You think so too, don’t you Angel? It’s too much of a coincidence for it not to be another changeling.” Fluttershy scooped up her rabbit but he wriggled out of her grasp and jumped to the ground. “Oh, I’m sorry Angel. You’re right; this is no time for hugs.” Fluttershy gnawed her lip frantically, and then a spark of inspiration struck. She turned to Angel. “I’ll stay here and board up the house with everyone. Angel, I need you to go into Ponyville and find some people for me, okay?”

Angel looked confused, but listened Attentively as Fluttershy gave him two names. Then he was out of the house like a shot, and Fluttershy turned to the frightened horde of animals. She tried to smile and half-succeeded. “Okay everyone, don’t worry, Angel’s just going out for a bit. In the meantime, why don’t we get to work?”

When Angel returned ten minutes later with two others in tow, her found Fluttershy’s house had transformed from a small, homely cottage into something resembling a military bunker. Every window was nailed shut and boarded over, and inside chairs and tables had been stacked to cover every entrance. He waited with impatience as the coffee table was dragged aside to let him in, and hopped in with his two guests.

“Okay, listen up please.” Fluttershy gave her two visitors a minor version of The Stare, which was really closer to The Look. “Apple Bloom, Sweetie Belle, and Scootaloo are all missing. Twilight and the others think they might have gotten lost in the Everfree, but I think it might be another changeling. We don’t know one way or the other, but we’re going to find out. I’ve called both of you here because you’re my A-team. I don’t have a B-team or a C-team, so you’re all I’ve got. But if anyone can find the Crusaders at this time of night in the forest, it’s you. Are you up for it?”

Owlowiscious saluted Fluttershy with one wing and Winona barked. Fluttershy nodded. “I want both of you to work as a pair. Winona can track the Crusaders and Owlowiscious, you can be her eyes. If you find the Crusaders and they’re lost, bring them back to Ponyville. But if you see a changeling, smell a changeling, or just think one’s nearby, get back here as fast as you can. Okay?”

Both nodded, and Fluttershy held their gazes a moment longer to make sure they understood. “Alright then. Go as fast as you can and report back in an hour if you find nothing. Hurry!” They leapt for the door, Winona in the lead as Owlowiscious flew overhead. “…If you don’t mind, that is.” Fluttershy couldn’t help but add.

The door slammed shut, but Angel stopped the other animals from barricading it once more. Fluttershy, finding herself with nothing to do, collapsed onto an empty patch of floor, suddenly exhausted. Angel, seeing this, hopped over and made her a cup of tea to drink. Or rather, he ordered the other animals to make the tea while he sat next to Fluttershy and stroked her mane comfortingly. Then he went and fetched the knife.

Fluttershy knew what he was doing as soon as she heard the clang again, followed by the sound of absolute silence in her home. She raised her head from her cup of tea and said flatly, “put it back Angel.”

Angel ignored her, and continued dragging the new knife Fluttershy had bought to replace the old one in front of Fluttershy and tossed it to the ground with a thump. He very pointedly looked to the knife and then at Fluttershy.

“No.” Fluttershy said.

Angel ignored her and kicked the knife on the hilt. It spun towards Fluttershy, who stopped it with one hoof before it could upset her tea. “No,” she said again firmly.

Angel hopped over and looked Fluttershy right in the eye and pointed to the knife.

Fluttershy met Angel’s gaze and gave him a look that made every other animal in the room run and hide. “No.”

Angel opened his mouth, looked into Fluttershy’s eyes, and deflated. She was giving him what The Stare would be if it had the courage to be that scary. Silently, he picked up the knife and put it back on the top shelf with the help of a ladder.

“We’re not killing anyone tonight,” Fluttershy said. “This isn’t like last time, Angel. Once we find the Crusaders, if there’s a changeling, we’ll get other ponies to help. We’re not alone this time, as so there’s no need for knives or anything else.” So saying, Fluttershy took a sip of tea. “Be calm, Angel. Everything is going to be fine.” She took another sip of the tea. And another.

By the time twenty minutes had passed, Fluttershy had drunk two whole teapots-worth of tea and was halfway through the third kettle when something knocked on her door. At once every animal in her home went silent, and Fluttershy’s heartbeat spiked as icy fear froze every vein in her body.

“H-hello?” She quavered. “Who is it?”

The reply was faint, but audible. “Who?”

Fluttershy gulped. “That’s what I want to know. Who’s knocking on my door.”

“Who?”

“Look,” Fluttershy quavered, “I’m not letting you in until you tell me your name.”

“Who?”

Angel slapped his forehead. Then he slapped Fluttershy, and yanked open the door to allow Owlowiscious and Winona to enter.

“Oh, it’s just you Owlowiscious. Come on in.” Fluttershy took a large gulp of tea to calm her nerves. “Did you find anything?”

“Who.”

“Really? So quickly?”

“Who.”

“But you didn’t see them?”

“Who who.”

“Because there was a changeling, wasn’t there?”

Winona barked, and Fluttershy felt a cold chill run down her spine. “That’s okay though,” she said, trying to put a brave face on it. “If they still unharmed we can go get help and frighten the changeling off. No problem.”

“Who?”

Fluttershy froze, and her heart started to pound again at Owlowiscious’s words. “What do you mean, ‘more than one?’”

“Who? Who who. Who.”

“W-well that’s not too surprising.” Fluttershy said, heart now dancing in her chest. “No problem, in fact. We could get rid of two changelings easily. Even six is no problem if we get all the other elements. In fact, with all of Ponyville we shouldn’t have a problem at all. How many is it?”

Winona and Owlowiscious conferred with some quiet whooting and barks and then Owlowicious turned back to Fluttershy.

“Who.”

“Twenty!?” Fluttershy screamed, dropping her teacup. It crashed to the ground, shattering in tiny fragments. At her words the silence born of fear broke as every animal started screaming, wailing, and running for the windows and doors.

They stopped when the knife slammed back down onto the ground with Angel holding its hilt. He shouted an order and the animals flowed back from the doors and stopped panicking, at least for the moment. At his command all the bats flew out of the cottage, making a large perimeter to spot any incoming changelings. The mice and rats set to work uprooting floorboards and digging a small escape tunnel while the birds did the same on the second floor, prying off tiles and pieces of the attic to squeeze through if need be.

The larger animals began to pile up more furniture over each window, and more went up to secure the second floor. Angel watched all this with one critical eye, and then directed Owlowicious and Winona back out to the Everfree to observe the Crusaders from a distance and let him know the instant the changelings looked like they were going to harm them. Angel then turned to find Fluttershy, but she was already gone, and only the slamming door marked her departure as she run full-tilt towards Ponyville.

Fluttershy was intercepted before she reached the heart of Ponyville. A streak of white lightning moved even faster than her, and Fluttershy found herself pinned to the wall of a house as Rarity grabbed her.

“Fluttershy! What’s wrong, have you found Sweetie Belle? Is she hurt? Did something dreadful from the forest eat them? Tell me!”

“Rarity, I can’t breathe.” Fluttershy gasped, and Rarity let her friend go at once.

“Do pardon me Fluttershy, what was I thinking? Please accept my apologies. Now, have you found the Crusaders yet? Is there something wrong? Oh no. Is somepony hurt? It’s a disaster! Please let it not be Sweetie Belle, but what if it is? This simply can’t be happen—”

“Rarity!” Fluttershy’s interruption made her friend pause in surprise. “Nothing’s wrong, or I mean, nothing is wrong that needs screaming. Yet. Where’s Twilight? I have to speak to her at once.”

“Twilight dear? She’s out in the Everfree forest with Applejack! Why? Were they supposed to be back by now? Oh no, what if they’re lost too?”

“No, I just wanted to talk to her.” Fluttershy tried to make her heart stop jumping out her her chest but she felt as though everything was happening too fast, and her stomach wouldn’t stop churning. “Is Rainbow Dash still out in the Misty Mountains? If she’s not here, I need every pony you can find. Big Mac, Bulk Biceps, Thunderlane, Cloud Chaser…” Fluttershy stopped when she saw the confusion in Rarity’s eyes. “What’s wrong?”

“Well nothing, but why do you want those ponies Fluttershy? They’re not here.”

“What do you mean, not here?”

Rarity took a step back. “Uh, well they’re not in Ponyville right now,” she stammered. “Thunderlane and Cloud Chaser are with Rainbow Dash, and Big Mac’s out in White Tail Woods and Biceps is in Froggy Bottom Bog looking for the Crusaders.”

“What? But I need them here now! What time would they be—no, Rarity, how many ponies are in Ponyville right now?”

“Um, about ten I think.”

“WHAT!?” This time Rarity took not just a one step back but three.

“Fluttershy dear, whatever’s the matter?”

“Where’s everyone gone?” Fluttershy demanded. Her brain felt like it was running too slow and yet racing far too quickly for any rational thought at the same time.

“Well, when everypony heard the Crusaders were missing, they all went out to help search. Since Zecora knows the Everfree so well and because the Crusaders know never to stay there after dark, lots of ponies went out in every direction in search parties. They should be back in a few hours if they don’t find anything.”

Rarity stopped speaking then because the look on Fluttershy’s face wasn’t simply horrified but horrific. Her naturally pale skin was dead white and her eyes were so huge that it was all Rarity could do not to turn tail and run. “Um, Fluttershy, are you quite well? Should I get a doctor? Or a bucket? Or both? If you need any help, be sure to let me know, alright?”

Fluttershy looked at Rarity and opened her mouth. And then she looked harder at Rarity, pearly-white Rarity with a coat made pristine by brushing it a thousand times each morning, Rarity, who fainted at the mere thought of getting her hooves dirty. “No Rarity, I just needed to…talk to those ponies about something important which doesn’t really matter right now. Ten ponies you said? Well, that’s just…fine. I guess I should be getting back now, you know, to my house. To watch for the Crusaders. Thank you, Rarity.”

“No problem Fluttershy, but do let me know if you see the Crusaders, alright? I’m dreadfully worried—” Rarity stopped, because her words were falling on empty air. Fluttershy was already racing back up towards her cottage, leaving a surprised Rarity behind.

“I don’t know what to do, Angel.”

Fluttershy said in her cottage. Not moving, not pacing back and forth, but just still. She sat there, her animal friends ringed around her, on the cold hardwood floor facing Angel. He didn’t say anything back. He didn’t move either, not so much as a twitch of a whisker. And yet Fluttershy still heard…something. A voice, perhaps, but not one that spoke with words. It echoed in her mind.

Was it just Fluttershy’s imagination, or could she really talk to animals? Was it just guesswork, or a form of magic? Some days Fluttershy wondered whether it was all in her head. But as she sat there and stared into Angel’s eyes, she heard something speaking back to her.

“I can’t find Twilight, or anyone else. There’s no one to help me.”

But you know where they are.

“Yes, but I can’t stop twenty changelings! I need an army!”

You have one right here.

“I can’t do that!” Fluttershy said, aghast. “They’re my friends!”

They will help you if you ask.

“They’ll die. They can’t fight changelings!”

The Cutie Mark Crusaders will die if they don’t.

“I can’t allow it. It would be suicide.”

But the Crusaders will die if you do nothing.

“I know, but isn’t there some other way? Couldn’t we find Twilight with Owlowicious?”

How would you find her in time? The Crusaders are still alive, but for how long? The changelings might decide to eat them at any moment.

“What should I do, then?”

Here’s a knife.

Fluttershy didn’t need to look. Angel had brought it down and put it next to him. It glittered in the moonlight.

“No. I can’t do that. It didn’t work last time and it won’t this time.”

But you know you can stop a changeling. You did it once.

“Yes. I did. But I’m not doing it again.”

Why?

“Because…”

Because?

“Because I don’t want to be a bad pony.” The sentence hung in the air, dark, heavy.

And what is a ‘bad’ pony?

Fluttershy’s head lowered and she stared at the floor. “A bad pony is someone who kills,” she whispered.

But what about a pony that lets other ponies die?

One of Fluttershy’s ears twitched. “That’s bad too.”

And if a pony kills to save a friend, is that worse than a pony who lets another pony die on purpose?

“I don’t know.”

Put another way, then, who is more important? Apple Bloom or a changeling?

“Neither. You can’t weigh lives like that.”

But if you had only one you could save, which would it be?

A quiet whisper. “Applebloom.”

Then, who is more important to you?

“Applebloom. Sweetie Belle. Scootaloo.”

Are they worth the lives of twenty changelings?

“I can’t…judge that. I can’t trade lives.”

But if they die it will be your fault.

“Mine? Why mine? There are others looking for them…!”

None who know of the true threat. None who know where they are.

“But I can’t kill—there are too many—”

A manticore lives within these woods. Timberwolves prowl the forest by night. The Ursula Major protects her child. You know bears and serpents and far worse. Tell me you cannot.

“There must be another way. There has to be.”

You are a killer.

“But I’m not a murderer.”

Then what will you do?

“I’ll…think of something.”

You don’t have any time left. What other option is there?

“There’s always another option. Always.”

But sometimes, there’s not enough time to find one. What will you do?

“I—”

And then she had it. Fluttershy looked up. And then she smiled.

Angel looked up at Fluttershy, confused. The spell had been broken. The moment had passed, and yet Fluttershy smiled for the first time that night.

Carefully, Fluttershy bent down and picked up the knife and slid it back onto the top shelf. Then she turned to Angel.

“Angel, get me Harry, and muster up every mouse, rat, mole, beaver and raccoon you can find.” The words left Fluttershy’s mouth before she could stop them. “And then
get me a map.”

Angel looked at Fluttershy, his head tilted to one side.

“We’re not going after Twilight,” Fluttershy explained. “We’re going to rescue the changelings ourselves. Don’t worry; I have a plan. A really, really mean plan.”

It might be important at this point to explain something about the nature of changelings.

Changelings are on the whole not hugely bright or individualistic, having evolved their society around the same principle most insects use. Chrysalis, as the queen changeling is a prime example of everything the average changeling is not. Individualistic, intelligent, possessing magical abilities superior to most unicorns or even alicorns, and physically dominating with a personality to match. The only thing she has in common with her subjects is their capacity for violence and love of slaughter. And their phenomenal talent in singing acapella of course, but that’s beside the point.

The average changeling is physically weaker than (most) ponies, and must rely on numbers in any engagement. The reason for this comes down to internal structure as indicated before; the skeletal structure of ponies makes them far superior at enduring and delivering crushing impact than changelings, who while possessing a touch carapace, are completely squishy underneath. They make up for this physical frailty with their ruthlessness and sharp teeth however, but the main thing that defines changelings has to be their ability to swarm over their enemies in one endless rush. This is their preferred and only tactic when it comes to fighting.

However, even the small group of changelings could see that attacking Ponyville when they were outnumbered nearly ten-to-one and where all the Elements of Harmony lived was a pretty bad idea. Thus, they had temporarily retreated and were attempting to employ their fallback strategy: transform into another pony, walk into Ponyville, and horribly murder every pony in their sleep. To this end they had captured Apple Bloom, Scootaloo, and Sweetie Belle in order to steal their appearance.

Everything had worked out so well to begin with. The changelings had easily snuck up on the three ponies and knocked them out before dragging them to a secluded part of the Everfree Forest. There they had been tied to one tree and kept asleep (with the help of a rock to the back of the head at regular intervals) while the changelings tried to adopt their forms. They weren’t having much luck with it.

One problem was that the changelings were operating in a foreign land, having been separated from their queen and were hungry, isolated, and afraid. The psychological trauma of being kicked repeatedly in the head by Rainbow Dash, assaulted with confetti and magic by Twilight Sparkle and Pinkie Pie and being tossed across half of Equestria by a giant magic force-field is not good for the changeling psyche. Transforming their appearance takes a clear mind aided by self-confidence and control. Few changelings could maintain a guise for more than a few hours – there too, Chrysalis remained far superior to her subjects.

Another issue was the lighting of the Everfree. The sun had already begun to set when the changelings had captured the Crusaders. This would normally not be a problem all things being equal, as the changelings would have simply lit a torch to see their victims. But they dared not light anything here, so close to Ponyville.

Against the odds however, a few of the changelings had made the transformation successfully. They had overcome their mental confusion, focused past the dim lighting and trials of the last few days and had successfully copied the Crusader’s appearance. That was when they had hit the final, most problematic snag.

The changelings were too big. The average chagneling is of a height with a young adult pony, which is ideal. For copying adult ponies. Stallions are harder, but two changelings can shift into a larger, single shape for a limited time. But fillies?

Nope.

Changelings can’t transform into a smaller form without cutting off a few appendages, and even then, they just look like the torso of a pony with no legs. They can successfully mimic the form of course, but the size will always be different. This fact the dispirited changelings had realized when a bunch of Apple Blooms, Sweetie Belles and Scootaloos were walking around the clearing.

It was as if someone had taken Scootaloo, stretched her legs out until they were twice as long, and force-fed her hayburgers until she was grotesquely fat and bloated. To say she was ugly would be a cruel insult to ugly ponies everywhere. To say that she was hideous would be a good start, but the truth of the matter was that the grotesque mockeries of the Crusaders walking around the clearing and talking in high-pitched voices would have scared Nightmare Moon into going back into exile for another thousand years.

Changeling 12433 looked at one of the Apple Bloom monsters prancing around the clearing and shook his head. This wasn’t good. No pony in the world would be taken in by that guise for a second; the changelings would probably be attacked on sight if they walked into Ponyville looking like that. But it was too late to capture any other ponies, and by now their disappearance had already caused an uproar in Ponyville.

Changeling 12433 looked back at the three slumbering fillies, still tied to the tree. Kidnapping them had been a mistake, but it had seemed so perfect at the time. Too late to do anything about it, though. They’d have to kill the fillies, dispose of the evidence, and try to regroup with Queen Chrysalis, wherever she was. He shuddered at the thought of her displeasure when she learned of this failed attempt. Maybe it was better to die fighting instead. It would be far less painful instead.

12433 was just thinking of how much it would hurt to be crushed underneath a hundred hooves and trampled to death when he saw the pegasus. It, she, rather was standing on the edge of the clearing and staring at him. All motion in the clearing stopped as changelings turned and saw the pegasus. She didn’t move, but kept staring at 12433, as if in a trance.

He recognized her. She was one of the Elements of Harmony, but, and here was the crucial bit: she wasn’t the Element of Loyalty. If he’d seen that blue pegasus, Changeling 12433 would’ve probably gone back to Chrysalis and told her to eat him right there and then. She was the yellow and pink one. The Element of Kindness. The weak one.

Changeling 12433 didn’t waste a moment. He was running after the pegasus almost before his brain told his legs to move, and every changeling in the clearing was right behind him. They had all had the same thought: Chrysalis might not forgive failing to destroy Ponyville, but she’d forgive any changeling or changelings who managed to capture an Element of Harmony.

The pegasus ran, the changelings in hot pursuit. Oddly, she didn’t fly, but that was fine with Changeling 12433. Flight would make it harder to catch her, and it might draw attention to the changelings. And the pegasus was slower on the ground. The changelings were catching up.

The pegasus bounded into a clearing in the forest, the changelings right behind her. 12433 could nearly taste her, he was so close. He snapped at her, but only got a mouthful of her tail. The pegasus away across the clearing, using her wings to get to the other side. Changeling 12433 rushed after her. And stopped.

The ground was missing. Ahead of him, in the center of the clearing as an enormous hole in the ground. Well, in truth it was a hole in the ground covered over with branches and sticks, but this attempt at camouflage was so badly done that it only served to make the pit trap more obvious. And hovering in the air on the other side of the pit was the pegasus, doing her best to look as innocent and helpless as possible.

Changeling 12433 was not old for a changeling, and certainly not old for a pony. He had lived only a few scant years in service to his queen. Nevertheless, he felt that if he lived to be as old as Chrysalis herself, he would never, ever find a trap as stupid and as obvious as this. It was embarrassingly bad, and the pegasus was blatantly waiting for him and the other changelings to fall in.

12433 sighed and signaled the other changelings to go round to pit. Time to grab the pegasus, eat one of her wings so she couldn’t fly away, and go back to Chrysalis. Too much time had been wasted pointlessly already, but at least they had the three fillies for a snack. He started to trot round the pit—

Something big and heavy hit Changeling 12433 hard enough to crack his carapace and send him crashing into the pit. As he lay there, stunned, 12433 looked up and saw a bear.

It was a big bear, and he swatted changelings like flies, sending them tumbling down into the hole next to Changeling 12433. Unlike the other, smaller woodland creatures changelings preyed on, a bear is not so easily defeated by changeling or pony. Bears have teeth, fur like armor, and enough muscle to make even Big Mac blink. Fluttershy watched Harry effortlessly toss changeling after changeling into the pit, and sighed in relief.

The changelings were caught off-guard, relaxed, and separated as they had tried to move around the pit. Some tried to fight Harry, but their teeth and hooves weren’t much good against someone that could knock down a tree if he felt like it. And Harry was angry. He'd been friends with all of the animals in Fluttershy’s cottage, and so he was exacting payback in no small measure as changeling after changeling was thrown bodily into the pit.

Some tried to flee of course, but they found a mob of rodents, birds, a toucan, rabbit, dog and owl waiting for them. The few changelings that escaped Harry’s wrath were pushed into the pit, where they struggled in vain to climb the steep dirt walls.

It was quite a large pit at that, and one Fluttershy was immensely proud of. It had taken only half an hour for the assembled team of moles, mice, raccoons, and other rodents to dig the massive trap, and the pit was nearly ten feet deep and equally wide, with steep walls that the changelings couldn’t climb.

Fluttershy flew a bit lower and looked down into the pit. Changelings hissed and writhed, their bodies in the darkness looking like a bunch of, well, insects milling together in the pit. They were trying to pile on each other’s backs or climb up, but they were disordered and leaderless. Fluttershy smiled.

Then one of the changelings spread it's wings and tried to fly out of the pit. Fluttershy’s smile vanished quicker than an Apple Brown Bettie in Rainbow Dash’s mouth as the changeling flew at her, hissing with rage.

The changeling cleared the pit, flew at Fluttershy, and was punched out the air by Harry as he came within a foot of Fluttershy’s face. It flew back into the pit and landed with a heavy crunch. Fluttershy remembered to breathe at last.

“Thank you, Harry.” Fluttershy managed. “I, uh, forgot they could do that.” Harry grinned at Fluttershy with a lot of teeth. “Well, we’ve got them here at least for the moment. If we grab the Crusaders, we can get back to my cottage and lock the doors, then send Owlowicious to warn the others.”

Fluttershy turned towards Angel, who was organizing the other animals as they beat back the changelings trying to climb the pit with branches, rocks, and bad language. “Angel, we’re going to run for it! Get everyone ready to run, and we’ll meet back at the cottage after I grab the Crusaders, okay?”

Angel looked up, startled, and then shook his head. He motioned to Winona, and the dog took his place. She lifted one leg and the other animals gave her some room as one of the changelings made it halfway up the pit. Horrible shrieks and changeling curses filled the air, and the changeling tumbled back down to the bottom as the now-muddy sides of the pit made his hooves slip.

Angel bounded over to a small group of beavers, and gestured to them. Fluttershy couldn’t ‘hear’ what he was saying at that distance, but she did see the beavers waddle over to the pile of dirt the animals had escavated. The beavers pushed at the dirt, and it began falling back into the hole, fragments of rock striking changelings and the dirt’s weight pushing them to the ground, covering them…

“Angel, what are you doing!?” Fluttershy screamed at her rabbit, but he ignored her. He had marshalled his troops, and the animals who weren’t keeping the changelings from climbing up were now pushing dirt into the hole, filling it up and covering the changelings as they fought now to avoid being buried alive.

“Angel!” Fluttershy didn’t know she had leapt into the air until she felt Harry’s big paws encircling her body. She tried to fly to Angel, but the gentle, strong arms held her still. She looked up at Harry, beseechingly, but he just shook his head. She struggled, but he was simply too strong and she could only watch as the last changeling was covered with dirt and rocks by her animal friends.

They didn’t stop there, though. The hole was deep, and the animals filled it back to the top, burying the changelings far, far below the ground. Then the rough earth was tamped down by a hundred small feet as the animals stamped the earth into place before Angel finally called them away. When it was done, the pit was no longer there, and a smooth circular patch of earth was all that hinted at once had been there. Of the changelings, nothing remained. They were gone.

In a trance, Fluttershy felt Harry release her and she walked, slowly, over to Angel. The other animals parted to let her through, many unable to meet her eyes, but Angel simply stood there, staring back at her with that familiar scowl.

“Angel…” Fluttershy said, “That wasn’t right.”

Angel just stared back at Fluttershy, not moving or blinking.

“You shouldn’t have done that, not even to changelings. It was wrong. You killed them. You shouldn’t—”

Fluttershy’s voice trailed off. Angel was just standing there, just standing and staring at her. But something was wrong. She couldn’t read his face. Fluttershy always ahd a sense of what her friends were thinking, but it wasn’t here right now. Angel’s face was a closed book to her, but Fluttershy felt that same voice seem to reach into her brain and ask the questions she couldn’t answer.

If Angel hadn’t done that, what would you have done? The changelings would have climbed out sooner or later. They could even fly. What would you have done? Run away and let them attack Ponyville?

And of course, Fluttershy had no answer. Her words dried up in her mouth as Angel held her gaze. Then she felt a tap on her shoulder. She turned around.

Harry was there, holding three small bodies in his paws. Fluttershy hastened over to them. The three Cutie Mark Crusaders were all unconscious, with large bumps on their heads, but they were all alive and unharmed besides that. Something in Fluttershy’s chest eased at that. But when she looked back at the flattened earth and at Angel, a painful feeling grew and pulled at her heart.

Parts of it were grief and sadness, but another part was darker, more malevolent, and…happy. It was that same feeling of hatred, but inversed, the dark feeling of satisfaction perhaps, and that scared Fluttershy more than anything else. She wanted desperate to tell Angel he had done the wrong thing, to order the changelings dug up and saved, even. But one look at the faces of the animals around her and Fluttershy knew that for once, her suggestion would not be obeyed.

Angel stared at Fluttershy, but when it was clear that she had nothing she was able to say, he shrugged slightly and hopped away. The other animals followed him, Harry carefully carrying Sweetie Belle and Scootaloo while Winona and Owlowicious helped manage Applebloom. They left Fluttershy behind, still staring at where the changelings had been.

It had been a perfect plan. Well, not perfect, but certainly great. It was a way to stop the changelings without killing any of them. But it hadn’t been such a good plan after all, because Fluttershy had completely forgotten that changelings could fly, let alone climb out like that. But she’d come up with it on the spot as a way to avoid killing anyone. But her plan had ended up in them killing…everyone.

Twenty lives. Twenty beings, gone. Fluttershy knew she should be horrified, screaming, throwing up, but all she felt was numb. Worse, the parts of her that weren’t numb were almost happy instead, happy that the crisis had ended, that the threat was no more. What was happening to her? Fluttershy didn’t want to know, and she didn’t want to change any more. She couldn’t think. She had to go back. She’d bring back the Crusaders, make sure everypony was well and then…

Fluttershy took one last look at the mound of earth where the changelings had been. Then she turned away. Angel hopped in the direction of Fluttershy’s cottage, the other animals following him. They laughed and chattered, but Fluttershy’s heart lay torn and bleeding on the ground. Fluttershy looked at the three unconscious forms in Harry’s paws and then back at Angel. The words of admonishment, of condemnation died in her throat.

Slowly, Fluttershy walked away from the churned earth and back to her cottage. For once, she was silent not because she had nothing to say, but because she didn’t know how to say it. And the forest grew darker and the shadows deeper as night turned to midnight, which would eventually become dawn.

Tirek couldn’t hold it in any longer. The words burst out of his mouth. “And that’s it?”

Fluttershy blinked and looked at him. “Excuse me?”

“You’re telling me you killed a group of changelings with a trap like that?” Tirek paced back and forth, unable to contain his frustration. “Pathetic!” Was all he could muster. “How could any creature fall for that? It has to be a lie. It has to be!”

Fluttershy raised an eyebrow. “I remind you Tirek that changelings are not very intelligent without a leader, and these were some desperate changelings at that. It was indeed a simple plan, but it worked.”

Tirek threw up his hands in disgust. “What a letdown,” he complained bitterly. “A terrible insect army? Hah. I’m surprised Chrysalis even managed to abduct Princess Cadence, let alone invade Canterlot.”

“Well, it is true that Canterlot doesn’t possess many ponies willing to defend themselves aside from the royal guard, but I take your point,” Fluttershy said, smiling. “But Tirek, you didn’t let me finish my story. The night didn’t end with just that.”

Tirek paused. “What do you mean?”

“You will recall that I was shocked over Angel’s actions, horrified, and yet…he did the one thing I could not. The changelings would have escaped from that pit eventually, and I knew it. But Angel had made the call I could not, and it bothered me.”

“Doubtless you were troubled by your rabbit being more intelligent than you were,” Tirek said, but only half mockingly. In truth, he was actually quite impressed by Fluttershy’s rabbit, but he took pains to hide that fact. Tirek folded his arms. “I take it that you returned the Crusaders to Ponyville without incident?”

“Oh yes, you should have heard Rarity screaming. I got them back in once piece, and managed to make up a story about finding them in a field of Snooze Blossoms.”

“Snooze Blossoms? I’ve never heard of them.”

“They don’t exist.”

“Ah. Continue.”

“Well, I got all the Crusaders back, was hailed as a hero and such, and went back to my cottage where I was preparing to go to bed. Naturally, I didn’t know what to say to Angel, but I thought that everything would be fine in the morning.”

“No doubt.”

“That’s when I heard somepony knocking on my door. I thought it was rather late, but I supposed it was Twilight or Applejack coming to say thank you again. I opened the door. And that’s when I learned something very important about changelings. It was something I should have considered, but in my panic and anxiety it completely slipped my mind.”

Despite himself, Tirek leaned forwards. “And what was that?”

Fluttershy smiled a ghost of a smile. The half-light caught her face oddly, and for an instant, Tirek could see a scar covered by her coat, stretching across her face. “Changelings are more like bugs, than ponies.”

Tirek frowned. “I fail to see why this is important.”

“Oh, for a few reasons,” Fluttershy replied, still smiling. “But one very important one. You see, changelings can dig.”