That Which Lurks in the Gloomwood

by Orkus

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Dark, Changelings, Original Character, Comedy, Adventure
Length: 4900

After her mother contracts a fatal illness, Charybdis, a young unicorn filly, ventures into the foreboding, malevolent forest of the Gloomwood to retrieve a cure. Coming with her is her "cousin," a kindhearted, book-loving changeling named Skia.

This story is a spin-off of the Changelings in a World of Foes series.

Charybdis is your typical young, adventurous filly with a long streak of recklessness. She lives in the town of Baltimare, and has a very loving family. But, after her mother comes down with a supposedly incurable and fatal illness, her life takes a turn for the worse.

While her father is away tending to his wife at the hospital in Ponyville, Charybdis's "cousin," a book-loving changeling named Skia, is sent to watch her. Unable to just sit and do nothing while her mother suffers, Charybdis looks to the local legends that say a cure for any disease can be found in the heart of the neighboring Gloomwood Forest; a place wrought with danger, where no soul has ever returned from alive, and in which almost everything will want to eat you.

But she's more than up to that kind of challenge.

Cover art by the great and indomitable Brony-F

Published 2016-03-11 04:30:01 UTC
Last updated 2016-03-14 23:54:53 UTC

Down to Baltimare

As the shadowy and ghostlike, ever-shifting shapes of low-reaching mist began to dissipate around the morning floor of the Gloomwood Forest, a tree was soon among the shapes revealed. It was a haggard old oak, entrapped within an enormous, thick, silky web that stretched around its aged frame and several of the surrounding trees, eventually leading to a burrow. The web-laced burrow was in the form of a large, dark hole that went through the base of the tree, and led to a deep chamber under the ground.

With a few dozen, solid, thumping footsteps signalling its approach, an immense, chitinous shape exited the abode, in the monstrous form of a rather loathsome arachnid that held a light brown coloring to its body. It was the creator of the webs; a great spider, and one of many thousands of the sentient species that lived in the Gloomwood. He was an average-sized male that went by the name of Fiddleback.

Like a normal spider, he had eight, long, spindly legs, each connected to a cephalothorax, which in turn was connected to a large, fat-looking abdomen littered in small, fine hairs. Unlike a spider, his mouthparts were slightly different, though no less grim. Instead of a pair of simple, hollow, venom-injecting devices for a maw, he had four sharp-tipped mandibles that helped to partially conceal a nasty, toothy mouth, littered with sharp fangs of varying sizes and a differing purpose on its jaws. He still delivered poison, that much was true, but through another, much more sinister mean...

Though he looked and acted no different than any other male great spider one would (unfortunately) encounter, Fiddleback was an abnormally ancient thing, especially among his kin; his time having begun long before ponies even first laid hoof in Equestria, and most likely long after they would pass as well. How a creature such as he, bearing a body bloated and swollen from the blood greedily consumed in past meals, had survived for so long was a mystery that was bound to go unsolved for all time, though a few drops of pragmatism and cunning was a likely consideration to toss into the fold.

He finished exiting his web-laden hollow, and took a peek at his mostly empty surroundings with the eight, pitch-black eyes that were connected to the front of his head. The birds that previously were singing joyfully in the twisty trees above were driven to silence by his mere presence, and this usual occurrence never ceased to amuse the wretched thing. In truth, he much preferred the sounds of quiet and stillness over noise, hence one reason for his reclusive nature.

Venturing forth across the mostly muddy terrain of dry grass, he began to walk a short ways, pulling along a thick chord of silk attached to his spinnerets. Dragging at the end of it was a web-covered chest made of rotting, aged, and very worn wood of a dull color.

The time of the monthly swap-meat was drawing near at a frightening pace. Due to this, he was off to the town of Baltimare; a comfy seaside hamlet that lied next to the Gloomwood, as well as the Horseshoe Bay and Celestial Sea. It was a lazy, but big town of a wide girth that reeked of salt water and was populated entirely by ponies. He visited the place many days each month, and today was just another of those days.

Of course, he wasn't going to go as he was. That would be madness!

No... no, he had a different method of interweaving with pony society. Turning about, he looked to his precious chest and touched it with the feeler palp extremities next to his face. Finding the right spot, he flipped the lid of it open with a rusty squeak on damaged hinges, and reached in with a leg to pull out a large, compacted, pony-shaped figure of expertly-crafted wood.

Turning it about revealed the device's back, and gently tugging at a section of the back in opposing directions revealed a hollowed-out inside. This object was nothing more than a suit to be worn.

It took a few minutes to suck his vast abdomen in enough to properly fit inside the dummy, but soon slid into its comparably dwarfish form with ease. Contorting his legs next, he brought all four pairs of them in with him, and stuck them in placed of the dummy's appendages. Before sealing the back up with some more movement, he peeked a pair of his eyes through the empty eyeholes that were above the snout of the fake being's face.

With a few stolen coats, a big, wide-brimmed, brown hat, and a few dozen other oddities and features used to camouflage himself that he took out of the chest, he now bore the appearance of a normal, if not mildly conspicuous pony who was wreathed in apparel. Upon adjusting to the last bouts of movement he had to adopt, he reached into the chest a last time with a wooden, claw-controlled faux-hoof and pulled out the final piece.

A wooden violin, and its bow. They had a normal appearance, but their making was not of a pony's design. He had crafted this instrument himself from the very bark of the tree he now made his home in, many hundreds of years ago. Their strings were made of pure spider silk, and played beautiful music when applied properly. He had become a master at it over the years, unparalleled to the few he ever met that played the same device.

But that was enough reminiscing on the past. He began to hobble away from his home in a semi-awkward gait, off to acquire some goods in the town. And by "goods," he meant a few barrels of a single item he needed for the upcoming event. A single type of liquid that he found other spiders, himself included, could barely resist the tantalizing temptation to drink.

Lemonade.

A Time of Uncertainty

Upon hearing the sound of heavy hoofsteps on a wooden floor passing by her door, Charybdis awoke from her sleep. Sitting up and pushing her covers over, she let out a loud yawn and brushed a tired, small hoof through her disheveled, silver mane as the warm, orange, morning sun shined over her through the nearby window. She was a somewhat odd-looking filly, to put it lightly. Her usual messy fur was of a sapphire blue coloring, she possessed a crooked horn on her head; permanently broken out of place after running into a wall, shortly upon learning to walk as a foal, and her eyes were of a golden color; lying on a face covered in white specks of freckles.

As she stepped out of bed, she quietly tiptoed by the snapdragon rose that rested in a clay pot on her drawer. Its head was still closed and sleeping silently; hiding the toothy, talkative mouth that lied inside of it. "Hesperus," as it was named, was a gift she received from last Hearth's Warming.

Finally getting to the door, she opened it up slightly, getting a look at what walked around outside of it. In the living area, Charybdis spotted the tall, black-furred shape of who she recognized immediately was her father, Longinus Eveningstar. He was wearing a vividly light blue cloak around himself, concealing his wings as he almost always did when he went out, and was currently looking outside of the small, square window next to the house's front door.

For an odd filly, Charybdis had almost equally odd parents as well. Her father was an alicorn with a complicated past, and he tried to hide his identity as what he was from most folk by always wearing a cloak, giving most the impression that he was just a taller-than-usual unicorn. Charybdis's mother Carol, on the other hoof, was a serpentine, water-loving kelpie with a hyperactive mindset that was passed down to her daughter in spades. She, however, was not present. As a matter of fact, Charybdis remembered with a heavy and worried heart that she was currently at the hospital all the way in Ponyville.

Not a week before, the filly's mother came down with something that left horrible symptoms. Severe chest pains, strained breath, and weakness in most of her joints were just to name a few. When it got bad enough that she could barely move, her father took her to Ponyville's hospital for treatment, and she had been there since.

"Charybdis, I know you're there," Longinus suddenly spoke, turning his head enough for one of his cyan eyes to peer behind himself. Charybdis nearly jumped back at his words and reaction, but swallowed her surprise before she could succumb to it.

"Oh, uh... good morning, Papa," she greeted, pushing the door open with a creak of its hinges, and walking out from her room fully. "Are you getting ready to leave?"

"Yes, I am," he mouthed dryly, walking from the window to her. "It's seven o'clock now. Your cousin will be here any minute."

Charybdis rushed forward and hugged his leg. "You're going to be back soon, right?"

"I will return as soon as I can," he replied, extending a long, dark wing hidden under his cloak, hugging back.

"You'll tell Mama I said hi, right?"

Longinus gave off a small smile as their embrace ended. "Of course I will."

A knocking on the door siddenly went out, sending out a small echo through the room. Quickly approaching it and opening it up, Longinus revealed a light-orange earth pony wearing a shoulder bag and bearing a very familiar set of glasses over her snout. Despite this look, Charybdis knew that this was her changeling cousin, Skia. What gave it away was the fact that her left hind leg still looked as scarred as it always did; damaged in an incident back when she was but a nymph.

"Good morning, Skia. I see you took my advice and disguised yourself," Longinus spoke to her.

"Well, you did say that the townsponies here are a bit superstitious, and probably wouldn't take kindly to having a changeling in their midst," Skia said. "I thought it'd be safer to take a precaution."

"You saw Carol before you left, correct?" he asked her as soon as she finished.

"Yes, I did," the changeling replied. "The doctors told me that she's still in a critical state, but she's awake and able to speak again. I was able to talk with her personally just before I came here."

Longinus sighed. "That is good news to hear. Thank you."

As Skia limped in, unable to walk too properly due to her scarred appendage, Longinus walked out into the doorway. Before departing fully, he turned around to say his goodbyes.

"Charybdis, I will hopefully be back by the end of the week," he spoke to his daughter. "Remember to stay out of trouble, and do everything that Skia tells you to do."

"I will, Papa. But... Mama's going to be fine, right?" Charybdis asked, looking to him with a questioning visage.

He returned with a small, troubled glance, having dreaded hearing this question for some time, before sighing. "I... I am not sure," he finally said. "Right now, we can only... we can only hope for the best. But I know she will pull through. Your mother's too stubborn to bested by something so small as a sickness."

He looked back at Skia. "Take care of my daughter. I will return shortly."

"Of course, uncle," Skia said back. With a final nod, he looked back to Charybdis, and then turned around and left. Skia closed the door for him, and then walked over to Charybdis, adjusting the glasses on her face.

"Well, it's just us now. Have you eaten yet?" she asked, putting her bag down on a nearby coffee table. Charybdis shook her head.

"No. I only woke up a few minutes ago," the filly responded. The changeling pursed her lips and thought for a moment, poking her chin with a hoof.

"Hmm..." she hummed. "What do think you might want? I could try to make you something. What do you like most for breakfast?"

"I was actually thinking... could we eat out?" Charybdis inquired. "My parents take me to a place in the middle of town whenever I feel sad on mornings like this. It's a nice little restaurant that serves the best hash browns around."

"Of course I can take you there," Skia smiled warmly. "What's it called?"

"Welcome to the Dry Dock!" a deep brown-furred earth pony waiter, wearing a black-peaked, white cap, and dressed in a red uniform, greeted to Skia and Charybdis as the entered the establishment. His clothing was positively crimson in color, and Skia, despite not really caring about fashion, couldn't help but notice how somewhat tacky his choice of headwear was. "My name's Rocky Road, and I'll be your waiter today! If you'll follow me, I can lead you to your table."

With a giddy grin from Charybdis, both she and Skia followed the pony deeper into the restaurant. Entering a large area, Skia saw there were many ponies sat in the dozens of tables there, talking, laughing, and generally having a good time with one another as they ate. The greasy, but appetizing smell of the establishment's food was thick through the air, like a musty, invisible cloud.

As they neared where the pony was leading them, Skia could see that in the back of the place lied a large, curtain-covered stage, not unlike what one would stand on to sing or recite a play. Upon reaching their destination, which was a round table made of dry wood, the waiter pulled their chairs out for them, and the two sat down.

"Would you like to order, or take a few minutes to look over the menu?" the waiter asked as he took a paper out; his cheery disposition unwavering. Skia looked to Charybdis as she gave her answer.

"I'd like to order. I want an egg sandwich on toast, with... hash browns!" she spoke. "With some chocolate milk. Please."

"One egg sandwich... toast, and... hash browns... with chocolate milk," the pony recited to himself as he wrote the order down on his paper with a pen placed firmly in his mouth. When he finished, he put his pen away and looked to Skia. "What do you wish for, ma'am?"

"Oh, I'm fine on the food," she responded. "But I guess I'll have a water."

"...And one... water..." Rocky Road said again as he took his pen back out, the sound of it scratching on the paper going out amidst the noise of the ponies dining around them. Finished, he closed his pen with a click and put it away once more, tipping his white hat to the two.

"Thank you for ordering. Your food will be with you shortly," he spoke, before trotting off. When the waiter left, Skia and Charybdis sat in mutual silence for a few seconds, until the filly decided to break it.

"Um... Skia..." she started in an uneasy tone. "My father hasn't told me too many details about it, but... do you know what my mom has? What kind of bug she caught? And please, tell me the truth. The entire truth. I want to know what's happening to her."

Skia remained quiet for a few seconds, allowing the surrounding voices to take over. Taking her glasses off with a hoof, she folded them up and placed them on the table before taking in a deep breath.

"Charybdis, I don't think you would really understand..."

"Please, tell me," she spoke again. "I snuck out of my room the other night, shortly after my mother had to go to the hospital, and heard my father sobbing in his. Sobbing. I've never heard him do that before, and I want to know what's so bad that's it caused him to do something like that."

Skia beamed at the filly with a long, surprised stare, and everything went quiet again.

"Your mother... what she has come down with is no ordinary disease," she spoke, slowly. "It's a terminal illness that... that the doctors scientifically call "cor arescet." It affects the heart directly and is... incurable. There have been very few cases like it, or so I've read."

Charybdis's golden eyes widened and looked fearful. "How "incurable" is it?" she asked, her tone rising.

"Well... medicine, no matter what kind it may be, doesn't work. The disease is resistant to healing magic for reasons still not known, and-"

"Okay, okay... I've... heard enough. I guess I shouldn't have asked," Charybdis interrupted in a perturbed and anxious voice, raising a hoof. "Let's just... focus on something else for now. How's Seren doing?"

"Serendipity's doing quite well," Skia replied, thinking to her sister back in her hometown, and happy to change the subject to something lighter. "She's still trying to crossbreed those ghost orchids of hers with some of her other specimens, and she's had help in the form of that Striga fellow."

"I still can't believe that pony decided to stay with her, and how she just... tolerates him. He's weird," the filly said, smirking slightly. Before she could go on, the sound of the curtains on the stage nearby were heard being drawn open, prompting to two to look in its direction.

There, on the once-empty stage, now stood a figure. He wore a wide-brimmed hat, was wrapped in shoddy, old clothing, exposing no flesh or fur whatsoever, and carried with him a violin over his back. Reaching for it and pulling it off, he stood up on his hind legs, placed the bow over the instrument, and started to play without a prompt.

The character's song began slow, and somber, catching Skia's full attention instantly at the atmosphere it changed. Gradually, the instrument's pace quickened over the next minute and went from murky and dismal, to loud and edgy. Shifting a quick glance at her surroundings, the disguised changeling could see the other customers were as distracted and enthralled in the music as she was.

As he sawed the bow to and fro, his movement seemed almost robotic, for lack of a better term. But despite all these strange features, his music was swift, fast, and loud. With a few, random high-strung chords and a sforzando of high pitched noise that cut through the tone like a burning knife, the song sounded almost suspenseful, if not terrifying in some parts.

Then, as soon as that bit had appeared, the song suddenly went soft as goose down and the musician's rapid twirling of his instrument became relaxed and slow once more. What was once the very definition of tension had mollified to a mere gentle melody. A few dozen seconds later, the song ended on a long, low chord, and all went silent.

Without even bowing, the figure returned his violin onto his back, fell back on all fours, and walked off of the stage. The curtains closed behind him, and the onlooking patrons, at first in silence, soon returned to eating and talking. After a few seconds , Skia realized that their food had been delivered as the violinist played his tune, and Charybdis was already eating the delectible-looking meal.

"Wow... Charybdis, do you know what that was?" she asked.

"This restaurant sometimes hires ponies to play music," she began, before swallowing the part of the hash brown that was in her mouth. "I don't know that pony's name, but I know he comes by once every weekend-or-two."

"He's pretty good," the disguised changeling shrugged. "And is it just me, or does somepony like him seem rather off playing music of that caliber in a place like this?"

"I've seen him come from the Gloomwood Forest," the filly spoke once more. "I think he lives in that place, which is very strange, considering how dangerous I've heard it is in there."

Skia lifted her glass, water-filled cup up with a hoof, and took a sip of it. "That sounds very strange indeed."

Pipe Dream

"Thanks again for another haunting performance, my friend," the manager of the Dry Dock spoke to Fiddleback, who still wore his disguise, outside of the restaurant. "As payment for your work, and still, in my opinion, a rather odd choice for remittance, here are three barrels of our fine establishment's best quality grade lemonade."

Fiddleback looked to the three large wooden barrels nearby, only nodding in response to the pony as he usually did. The manager, knowing his business was done, pawed the ground in a fidgety way.

"Well... see you next time." The pony turned about and reentered the restaurant through the back entrance. Looking back to his prizes, Fiddleback set to knocking each barrel onto their sides. Once that was done and they were each portable, he began to push them in a line. With many sloshing noises from the liquid inside moving about, he rolled them throughout the streets of Baltimare in a careful manner; the thought of what event was going to take place later on tonight filling his mind.

Having finished their breakfast, Skia and Charybdis both decided to go to the local library. The filly bobbed her head up-and-down as she skipped ahead of her cousin. Looking over her shoulder, Charybdis saw Skia attempting to hobble after her on her lame leg, and decided to slow her pace enough for the changeling to join up with her.

"Oh, I forgot to ask something," Skia suddenly spoke, after they passed by another, random townspony. "Have you read that book your aunt and I made for you yet?"

"Yeah, I finished a few weeks ago," she replied. "It was really good, Skia. I still can't believe that the dragon lord was behind the whole thing..."

"He's the last guy you'd expect, huh? It took me a while to think of his character when I plotted out who woul- hey wait a second... Look who it is over there," Skia said again, pointing a hoof over yonder. When Charybdis looked in the direction she motioned to, she saw a shape the filly soon recognized was the violinist from the restaurant. He was a fair distance away, following a path just outside of town, pushing three barrels of some sort in front of himself, and still wearing his strange, concealing attire.

"Is it me, or does he look like he's heading into the woods?" Skia inquired, noticing where the path he was on lead. Charybdis shrugged, before remembering something.

"You know... that reminds me of something. There's an old legend that involves the Gloomwood," she said. "They say there's a "great white tree" in there that's been alive and growing since the first sunrise the world ever experienced. Its sap had the ability to cure any ailment, or so they say."

"Oh, it does, does it?" Skia spoke with a interested gleam in her eye. "Where did you hear this?"

"In a history book I read in school... about the town's history and local folk tales, of course," the filly responded. "It also said that many ponies tried to venture into the woods to find such a tree, or at least settle there, but almost none returned. The ones that did told of great creatures and monsters that lived in the forest, and how deadly they were to behold."

"That sounds... gruesome..." the changeling commented. "I wonder if something like that tree exists..."

A curious look came over Charybdis's freckled face. "That violin-guy... do you think he might have any idea about it?" she asked, as they both saw him disappear behind the first trees of the treeline, out of sight. "He's lived in the woods since I can remember. If it's true, maybe he'll know about it. And if he knows, we can go into the forest and find it!"

"No, absolutely not!" Skia instantly declined. "You just told me how dangerous it was in there, and there's no way in Equestria that I'm going to let you just prance about in a place like that!"

"B-but Skia..." Charybdis began again in a low whine, pouting her lip in an effort to appeal to her cousin's pity. "If we find that sap, we can cure my mom! We can save her! All we have to do is ask the violin player if he knows anything."

"You said so yourself. That story's just a legend. A myth for the foolhardy and injudicious," the changeling said once more. "I'm not about to let you give your life wandering through a rotting, decrepit forest of death over a half-baked fable."

"But Skia..."

"No buts! You're not going in there, and that's final!" Skia said in a louder voice. Her nettled expression lightened as she saw the effects of her words. Charybdis had lowered her head, allowing her silver mane to conceal her face, and let out a loud sniffle.

"Charybdis... I know how afraid you are for your mother, but the doctors are doing all they can for her," Skia spoke in a much softer tone. "We need to trust in their expertise. I promised your father I would watch you and make sure to keep you safe, and that's what I plan to do."

Charybdis was silent, and soon stopped walking. "I just... I don't want her to go," she said in a dreary, despairing voice, lifting her head and revealing her watery eyes. "I don't want her to... to die."

"Oh, Charybdis..." Skia breathed, unable to resist the urge to just grab her smaller cousin in a powerful, sympathetic hug. "There, there... It's okay," she whispered into the filly's ear; her tone tender and compassionate. "You just need to wait things out, and everything will be fine, I promise you. I just know your mother will pull through, somehow. She's got your father with her, right?"

"R-right..." the filly responded, wiping away a tear.

"And he's an all-powerful alicorn, correct?"

"Yes..."

"Listen, as long as he's with her and she's with him, your mother won't give up," Skia said again, reassuringly. "She will pull through. You just have to wait and see."

After flashing Skia a marginally timid smile of agreement, and then a letting a few moments of silence pass, she nodded with a more confident expression. "O-okay," she said. "I believe you."

Smiling back, the two went on their way again. As they continued on, though, Charybdis couldn't help but let her face change to one of doubt.

Night spread over the countryside like a blanket, revealing a crescent moon and the thousands of stars that came with it over the town. By this time, Skia and Charybdis had returned to the house, and were settling down after a long day.

In one of the armchairs sat Skia, intently reading a book whilst in her true form, now that there were no stranger's prying eyes to be threatened by it. On the rug nearby, by the light of a candle, Charybdis played with her toys; depicting a clockwork knight bravely fighting a stuffed toy dragon. Judging from her sluggishness, she was dog-tired at this late time.

The filly let out a mighty yawn. "Skia... I think I'll go to bed now. I'm pooped," she spoke.

Skia smirked. "I'd imagine so. It's almost nine, after all. Do you wish for me to tuck you in?"

"Yes... please," she yawned again. Placing a bookmark into her tome, Skia gladly got to her chitinous, hooved feet and accompanied her cousin to her room. After plopping her smaller form onto the comfy mattress, Charybdis let her head fall freely onto the pillow. Skia used her magic to telekinetically pull the covers forward, until they were up to the young unicorn's chin.

She closed her eyes sleepily as Skia leaned over and planted a kiss on her forehead; careful not to collide with her horn. "Sweet dreams, little one," the changeling whispered in a loving tone, upon finishing her task. Tiptoeing out, she quietly left Charybdis's room, and closed the door behind her.

Skia made her way back to the chair, picked her book back up, and proceeded to begin reading from where she last left off. Fifteen minutes soon passed, and all was quiet and peaceful in the abode. But, as Skia flipped to another page with a rasp of the turning paper, another noise went out behind her, causing her to look back.

Despite how quiet it sounded, her webbed changeling ears clearly caught something that resembled squeaking hinges, and it was coming from Charybdis's room. Wanting to know what made it, she got back to her hooves, and walked up to the room's door; placing a hoof on the knob and twisting it.

"Charybdis?" she asked in a quiet voice, peeking her head in. After but a second of scanning the room, her green eyes widened into pure orbs of surprise and confusion when she saw she wasn't in her bed. It quickly turned to utter terror as she then saw the nearby window was wide open, allowing the summer breeze to fly in. Skia rushed into the room, pushing the door open as she looked around for her cousin.

"Charybdis?!" she shouted desperately in a panic, looking out the window to the empty, moonlit road of Baltimare.