Those Who Dwell Under The Hills

by Cyanide

Rating: teen
Tags: Dark, Adventure
Length: 13925

Many years ago, Canterlot fended off a Changeling invasion. Can another be stopped?

Canterlot, the shining jewel of Equestria. The Sisters' seat of power, in the quarter century since Luna returned from the moon Canterlot has also become a beacon of the future. Enormous airships ply the skies over the city, connecting the capitol to all parts of Equestria and the world, while massive magic-and-steam-driven cargo liners propel trade and ponies across the oceans. It is an exciting time for Equestria.

An old threat, however, has returned. One by one, ponies are being replaced by the malevolent, life-stealing creatures called Changelings that attempted so many years prior to conquer Canterlot and Equestria. Can this menace be stopped, or will the city find itself in Chrysalis' moth-eaten hooves after all?

Published 1970-01-01 00:00:00 UTC
Last updated 2012-11-06 22:12:25 UTC

Chapter 1 - The Photos

"Train departing for Canterlot in - five - minutes. Please have your ticket or other method of payment ready for inspection."

The calm, neutral and slightly staticky voice echoed from the speaker panels that lined Ponyville's train station. Silver Spoon, along with a hundred other ponies, shifted closer to the boarding ramp.

When Silver Spoon was a child, train travel was a rare treat. She would accompany her father on business sometimes, to places like Manehatten or Canterlot. The station was smaller then, a simple building with an attendant in a cheerful striped uniform and a platform that was little more than a wooden deck overlooking a single set of tracks. She and her father would stand with a handful of other ponies milling about the platform. There was room to walk around, although she was always made to stay with her father. If it was raining, ponies could stand under the overhang. Otherwise, everypony would enjoy the sun on their faces while they waited for the little steam locomotive that served Ponyville twice a day.

But that had been twenty-five years ago.

Gone was the little station building and the wooden platform and the single set of tracks and the quaint little steam engine. That's what it had all been, quaint. The new station was a dingy, closed-in building constructed of cinderblock and steel. Instead of the station building there was a little kiosk, and instead of the cheerful attendant there was a shiny panel with a set of buttons on it and a receptacle for bits, all polished brass and glass and rivets. Bits went in the receptacle and a single ticket came out, accompanied by a loud buzz. All very efficient.

There was still a platform but the simple wooden slats were long gone. The current platform was roughly five times longer and three times deeper than the old one. Rather than wood, it was a huge, matte grey concrete slab with steel plates riveted to it. Instead of a single pair of tracks it overlooked eight, four served by the platform on which Silver Spoon stood, the other four by an identical platform on the other side of the tracks.

A pony could still enjoy sun on their face, if they didn't mind that it was cold light filtered through a vaulted glass ceiling. They could still walk around if they didn't mind pushing through a densely-packed morass of travelers, all just as grim and grey as the concrete itself. Of course, there was no sun now; the time was well after midnight, and Silver Spoon and her fellow Canterlot citizens were waiting for the very last train home. The vaulted glass was nothing more than a black mirror reflecting the sickly green glow of the vapor lamps and the crush of ponies below.

Silver Spoon tried futilely to sidle away from a large brown earth pony whose tail was pressing uncomfortably against her flank. She pawed at the cold steel underhoof and adjusted her saddlebags in agitation.

What had been so wrong with Ponyville before? It had been a nice town, mostly quiet barring the occasional mad deity or deranged unicorn sorceress. She had friends, her family had money...

But that had been twenty-five years ago.

With a yawn and a little shrug, Silver Spoon adjusted her saddlebags again, shifting the weight of several heavy policy books to a slightly less uncomfortable balance on her back. The claims adjuster position had seemed perfect all those years ago. She'd work out of Canterlot with some local travel, she'd be able to use her talent for appraisal to earn a decent paycheck and she'd be able to help ponies deal with bad situations. What could be better?

Today's business had been a wrecked autocarriage. The steam piston had thrown a rod and the boiler had ruptured because of the sudden pressure buildup. There could have been life-threatening burns, but there weren't. There could have been a dangerous release of uncontrolled magical potential, but there wasn't. The poor earth pony who had made the insurance claim had walked away from the wreck after the autocarriage went off the road surface into the ditch. All she was hoping for was to be able to repair or replace her carriage so she could get to work.

The appraisal, notes and recommendation were in Silver Spoon's saddlebags. The autocarriage was a write-off; a ruptured boiler could damage the frame and in this case the entire front end was more or less destroyed, so repair was not an option. The policy would have covered replacement in this case. Silver Spoon's recommendation was to deny the claim. There had been a pressure gauge and an indicator light missing from the console of the autocarriage, and the owner had dutifully and honestly told Silver Spoon that she'd taken them out some months prior because they were acting up.

Silver Spoon adjusted her bags once again. They always felt so heavy in cases like this. It must have been the extra documentation, she thought, trying to ignore the matching weight in the pit of her stomach.

The speaker panels crackled to life again but were drowned out by a deafening shriek from a short distance down the tunnel. The horde of ponies looked toward the ear-splitting noise in unison.

With a rumble, the screaming train engine roared out in front of the platform. It was a great black-and-silver monstrosity with a set of billowing steam pipes jutting from the front like horns. Below the steam pipes were sets of narrow window slits and bright running lights. The bulk of the rest of the front of the engine was taken up by a massive, bulging metal hemisphere, the train’s magical lift generator. When the train was in motion it would lower to a hair's-breadth above the guiding rails and the sparks from the lift generator would turn into full-fledged arcs connecting the train to the track. It had taken a long time for Silver Spoon to get used to these new levitation trains; unicorn magic certainly made for very fast, supposedly very safe travel, but the aesthetics left a lot to be desired.

The doors hissed open and a flood of ponies washed from the platform to the brightly-lit train cars. Cursory shouts of "pardon" and "excuse me" were thrown haphazardly into the air as ponies pushed, shoved, bumped and otherwise abused each other in an attempt to get into the train. Silver Spoon was a past master of this particular dance and began to simply carve a path through the  crowd with an earth pony's strength. She wouldn't make any friends that way, but nopony else seemed to care, so why should she?

Silver Spoon struggled against the crowd and was jostled, pushed and squeezed by other ponies just as determined to force their way through the crowd. Wings and hooves assaulted her carelessly, accompanied by the low, angry noise of the crowd and the acrid smell of sweat. She felt her head swimming as she pressed on, blinking to clear her eyes.

A too-long moment later, Silver Spoon reached the door of the train. She leaned in and then lurched back as it closed with a loud hiss, barely avoiding shortening her muzzle by an inch. She stumbled back quickly and looked around.

The platform was empty. “Now departing for - Canterlot,” came the unsympathetic voice from the speaker panels above.

"Wait! Wait!" Silver Spoon called, yelling uselessly at the train even as it began to move. She desperately placed a hoof on the corrugated side, quickly withdrawing it as a spray of sparks shot up, the train's siding grinding under her shoe. More shouts were drowned out as the train's whine grew to a roar. The train dropped sharply in front of her, the roar rising to a piercing scream as lightning arced from the glowing lift generator to the tracks beneath.

"-eave me here!" Silver Spoon's shouts were once again audible to her as the train rocketed into the tunnel, the doppler-shifted scream fading into the distance.

Silver Spoon stood alone on the platform under the greenish vapor glare. She'd never been pushed from her train, not in years of riding it. She wanted to pout and yell and stamp her feet. Instead, she sighed and turned to leave the station. There were places to stay in Ponyville, some of them even cheap. There'd be another train in the morning. She adjusted her heavy bags once again and turned, the metallic click of her shoes against the concrete platform echoing from the distant walls of the station.

Chtchtcht...

The noise was like something skittering in the tunnel, and Silver Spoon shivered. Rats, maybe. Rodents were never very friendly and Silver Spoon wasn't good with small animals. She quickened her pace, heading past the shiny brass ticket kiosk toward the turnstile off the platform.

The turnstile squeaked as Silver Spoon stepped through. The normally barely-audible sound was as loud as a gunshot in the empty station, joining the hum of the vapor lamps and Silver Spoon’s own rapid breathing in an oppressive symphony.

With a deep breath, Silver Spoon tried to fight off the rising anxiety. It’s just a short walk to the exit, she thought. Forward to the end of the turnstile lane, then a left and straight toward the double glass doors, then off to find a hotel. Ponyville’s a nice city. Nothing bad happens here.

Chtchtcht...

Silver Spoon's breath caught in her throat. This was the same sound, but now it was closer, not in the tunnel at all. The echoes made it hard to pinpoint where it was coming from. She looked around urgently, the green-tinted concrete and steel revealing nothing. As far as she could see, the station was as still as a tomb.

She resumed walking, turning sharply at the end of the turnstile lane.

Chtchtcht...

The sound was louder, and, whatever was making it, there was more than one. Her pace accelerated, her legs breaking into a long, striding trot. The chattering sounds continued, this time, and were joined by a peculiar buzzing, similar to the hum of the lamps but higher-pitched. The buzzing sound pierced the low noise of the station, louder even than Silver Spoon’s hoofsteps on the concrete.

It was behind her, and getting closer. She didn’t want to look. She just had to get to the doors and get out of there.

The buzzing was joined by a sharp shriek. Reflexively, Silver Spoon swiveled her head back, toward the sound.

Another shriek. A blur of black, stained first with green and then with bone-white. Silver Spoon's eyes went wide.

There was nopony in the empty station to hear her screams.

The last train from Ponyville roared in to Canterlot Station, doors hissing open to disgorge a small army of tired ponies, all pushing and jostling to be the first out of the train and on their way home. In the midst of the barely-controlled chaos, a grey-coated mare with a silver spoon for a cutie mark stepped delicately through the doors and onto the broad platform.

The door of the Golden Oaks library opened and Twilight Sparkle stepped out into the bright sunshine. In many ways, Ponyville’s library was a bastion against the wave of change that had overrun Ponyville in the last two decades. Alone among the surrounding buildings, the tree that housed the library was much as it had always been, its leaves an attractive green, sod overhangs still studded with flowering plants. Twilight looked up in satisfaction, just as she had done most days for the past twenty-five years.

Twilight stepped up to the faded red mailbox and the little pegasus mare that was awkwardly threading a letter into the open slot with her teeth, oblivious to Twilight’s presence. Her mane was streaked with grey, and rather than a set of overstuffed saddlebags she was equipped with a small hovering sledge heaped high with brass-fitted boxes overflowing with letters, but she was still the same mare that had been delivering Twilight’s mail for many years.

Twilight smiled and took a step forward just as her friend looked up from her task. The pegasus waved and opened her mouth, leaving the envelope wedged crookedly in the mailslot. “Good morning, Twilight,” she said.

With a bright smile, Twilight waved back. “Morning, Fluttershy! Mail?”

Fluttershy nodded back and she settled down on all four hooves before stepping close to her old friend. “Oh, yes, there’s a letter for you from Canterlot.”

“Huh, I wasn’t expecting anything. So, how are you doing?”

Fluttershy took a moment to push the sledge to the side, its tiny thrusters leaving a damp trail on the grass below, then stretched her wings out with an audible crack. “Mm...” she sighed. “Doing fine. Pearl Crescent said she would be coming home for vacation next week.”

A wide grin broke out across Twilight’s face. “That’s great! How’s her schoolwork going?”

“Well, it’s,” Fluttershy said, then sighed. “It’s fine.”

“Is something wrong? Are her grades falling? Does she need tutoring?” Twilight asked, eyes wide.

“No, no,” Fluttershy said hastily. “Really, her grades are fine. She just, um, got into some trouble at school.” She rustled her wings in agitation.

Twilight blinked, furrowing her brow. “Really? What kind of trouble?”

“Um... C-co-” Fluttershy looked away toward the grass as her voice trailed off into an inaudible whisper.

“Sorry, what was that?” Twilight asked.

“Colt trouble,” Fluttershy said quickly. “She, um, she got cited for being in her coltfriend’s dorm room after curfew.”

“Oh,” Twilight replied. After a moment, she chuckled and continued. “Well, that’s not that bad is it? I mean, it’s not like she’s expecting or anything.”

Fluttershy flushed and brought a hoof to her mouth. “Oh, I-I hope not! You don’t really think...”

It was Twilight’s turn to speak hastily. “Fluttershy, relax! I’m sure there’s no problem. Just talk to her and make sure she’s focusing on her studies and... being careful, right?”

The flush deepened, tinting Fluttershy’s entire muzzle an odd shade of orange. “I don’t know if I can do that!” she said with a small squeak.

“Of course you can! You’re her mother! It’s not like you and Thunderlane... don’t, right?”

Fluttershy responded by squeaking in a register normally reserved for small birds and edging toward her hoversledge.

“Fluttershy,” Twilight said blandly. “You’re going to have to discuss this with her.”

A few deep breaths later, Fluttershy looked back at Twilight. “I know, you’re right. I can do this. There’s nothing to worry about. I just-” She paused, looking down at her hooves. “I really worry about Pearly, Twilight.”

“Well, for starters,” Twilight said, her tone still bland. “You could stop calling her ‘Pearly’ like a little filly.”

“B-but that’s just it! I don’t really know if she’s ready to be out on her own. She’s still only eighteen.”

“You were living alone by the time you were thirteen!”

Fluttershy winced and drew back again. “Things were different back then. You know that. All I had to worry about was my animals, not-” She paused, then sighed again and hoofed her mane back roughly. “No, you’re right. I’ll talk to her, it’ll be fine. She’ll be fine. Everything will be fine.”

Twilight smiled. “See? Nothing to worry about.”

Fluttershy returned a shaky smile. “Right. Nothing to worry about. Nothing at all.” She turned, then stopped and looked back. “Oh, um, you should come down to the office and collect the library’s mail soon. You have a full sack waiting.”

A nod. “I’ll send Spike to pick it up this afternoon. It should mostly just be interlibrary loans from Canterlot and Manehattan.”

“Alright. I’ll see you later.” Fluttershy lifted off, her hoversledge rising after her, microthrusters hissing.

Twilight watched her friend depart, her smile fading slightly. The years had been reasonably kind to Fluttershy but she wore them visibly, thin grey streaks showing in her mane and tail and her withers jutting just slightly. As she did every day, Twilight felt relief that she didn’t suffer the same rigors and wouldn’t have to for some time.

Turning back to the library, Twilight absently levitated the envelope Fluttershy had left in front of her. It was a plain white envelope, hoof-addressed to her personally in a scrupulously neat script and postmarked from Canterlot, with a blank return address. It spun in the air to allow Twilight to examine the back, but it was cleanly sealed and had no other marks.

She paused, looking around suspiciously as an uncomfortable feeling crept up her spine. The door glowed purple and swung open sharply, and Twilight fled into the safety of her library.

“Spike?” she called out as her nerves settled back down. She set the envelope down on a nearby table, and called out again. “Spike?”

“Hey, Twilight,” a lackadaisical voice called out. “What’s up?” The little purple dragon ascended the flight of stairs that led to the basement as he spoke, a partially-eaten emerald in his claw. The passage of time had bypassed Spike much as it had Twilight; his claws were slightly elongated, as were his jaws, and some of the baby fat had burned off but otherwise he was the same little creature that had accompanied Twilight all these years. Nearly forty years old and he still looked so young...

“I need you to run out and pick up the library’s mail delivery,” she said.

“Oh, sure,” Spike replied. “But I’m knockin’ off after that. Sweetie has a concert in Canterlot this evening and I want to get there early so we can meet up before the show.”

Twilight giggled. “Alright, have fun.”

She turned back to the little wooden table and the mysterious envelope. After a moment, she shrugged and picked it back up. Her telekinetic aura glowed brightly along the top edge of the envelope and a moment later the seal was open. She reached in and was surprised to find, rather than the expected letter, a few squarish objects. She upended the envelope over the table and let the contents spill out.

Pictures, three of them. Twilight hissed involuntarily as she saw the subject matter of the two that landed face-up and quickly flipped the third over.

All three pictures were of Changelings, dead by the looks of it. The black insectoids were stained with green blood and lay awkwardly with their limbs twisted in toward their stomachs, two on hard cobbles, one on a metal slab. The temperature in the library seemed to drop as Twilight looked over the photographs. She flipped up the envelope again, looking quickly to see if there was anything she had missed, anything that could explain the disturbing images in front of her, but there was nothing.

“Changelings?” she said under her breath.

“What about ‘em- Whoa.” Spike’s voice called out from next to Twilight. The lightness in his tone melted away, and for a moment he sounded like the scared little baby dragon Twilight remembered from their shared childhood. “Twilight, what is this?”

“I don’t know,” she replied. The photos flew into the air where Twilight could look more closely at them. She turned them in the air to look at the backs and found writing on one in a loopy cursive.

Sunshine, sunshine, ladybugs awake

Clap your hooves and do a little shake

“Spike, I think Cadance sent these,” Twilight said. Her mind raced. Why would she send these horrid pictures? Where did she get them?

“What? Why?”

Twilight swept a sheaf of parchment and a bright blue quill from the library counter in her telekinetic grip. “I don’t know,” she muttered as she inked the quill furiously. The quill paused in midair, tiny droplets of ink dripping from the sharpened tip, marring the formerly-immaculate parchment.

“Spike, help me. What do I ask?”

“Why not just ask about the photos?” Spike asked back, voice quavering ever-so-slightly.

Why indeed? Twilight mouthed silently while she groped for ideas that were still filtering into her shock-fogged mind. “They-” Twilight paused, then resumed as the cause for her trepidation fell into place. “She didn’t want anypony to know about this. That’s why she sent them the way she did. We need to be very discreet, in case anypony sees our letter.”

Spike was silent for a moment. “Okay, that makes sense,” he said, finally. “Maybe you could ask about... About family stuff? Act like you’re answering a regular letter she sent?”

The point of the quill descended toward the vulnerable parchment and began scratching furiously.

Dear Princess Cadence,

Thank you for your lovely letter. It is so wonderful to hear from you and Shining Armor again. While you are in Canterlot, we should find time for the three of us to get together to share a cup of tea. It has been far too long since I’ve seen my older brother or my favorite sister-in-law! I look forward to hearing from you soon.

Your friend,

Twilight Sparkle

The letter rolled itself up in midair and floated over to Spike. “Send this to Cadence,” Twilight said. Almost instantly, Spike belched a gout of green flame that engulfed the letter, leaving a thin stream of smoke spiraling into the air and out a window toward Canterlot.

Chapter 3 - Rotten Apple

Twilight lunged across the library, her horn flaring as she grabbed Lyra with her telekinesis. “Applejack? What’s wrong with her?”

“Easy!” Lyra said quickly, raising her forehooves even as she was yanked upright. “We have information that we recovered from one of the Changelings in the photos. There’s a Changeling at Sweet Apple Acres posing as one of the ponies who live there.”

“But why?” Twilight responded. The light around her horn died and she sat back down in front of Lyra, who inhaled deeply and sat down as well.

“As far as we know, the Changeling at Sweet Apple Acres was assigned to keep an eye on half of the Elements of Harmony. It makes sense. You, Fluttershy and Applejack still live in Ponyville. Sweet Apple Acres is partly isolated which would make it easy for a Changeling to hide out there while still being able to keep you three under surveillance. We believe that Macintosh has been replaced. You know Big Mac, right?”

Twilight felt her heart beginning to race. “Big Macintosh? But-” She paused as she thought back to all of the times she had spoken with the taciturn stallion. “But I just saw him yesterday! Downtown, at the market!”

Lyra simply nodded. “Then you probably saw the Changeling and didn’t even know it.”

Twilight’s mind wrestled with this. Big Macintosh was a friend, certainly not as close as some, but a friend nonetheless. He wasn’t given to speaking much, but Twilight was sure that Applejack, at least, would have noticed if he was no longer himself.

Applejack.

“We need to go, Lyra. We need to do something!”

Shaking her head, Lyra got back to all fours. “I agree, but it’s late and getting dark. We should go tomorrow.”

“Alright, then, we’ll meet up outside the library first thing tomorrow morning.”

“Agreed.”

The next morning, Twilight Sparkle found herself waiting nervously out front of the library. Spike had been out late, and so he was still asleep, which spared Twilight the need to make up any stories about what she was doing. Then again, he had seen the photos too, and if Twilight was supposed to investigate this reappearance of the Changelings, she’d need her partner. On the other hoof...

By the time Lyra arrived, she found Twilight pacing a tight circle in front of the library’s front door. “Morning, Twilight!” she said, waving effusively.

Twilight snapped out of her anxious thoughts. “Oh, Lyra!” She slowly walked over toward the other unicorn. “Listen, I was thinking-”

“Good!” Lyra responded. “That’s a great habit to get into! Bonnie says I don’t do it enough but I think she does it too much, sometimes. I try to! Carrot cake?”

Twilight stumbled back. This was the Lyra Heartstrings she was used to, or had been until yesterday. After what had happened the previous evening, however, she had not been expecting this. “What?”

Lyra’s saddlebags opened and a small, wrapped rectangle floated out in front of Twilight. “Carrot cake! I had it for breakfast. Well, I had a different piece for breakfast. I figured you might want some, too!”

“Um... Alright.” Twilight gingerly took the small package in her own telekinesis. The paper wrapping slowly opened, revealing nothing more than the promised slice of carrot cake. She looked at it for a moment. “Thank you?”

“Don’t mention it! So, off to Sweet Apple Acres!” Without waiting for Twilight, Lyra spun gracefully on one hoof, turned and began bouncing back down the cobbles.

“Lyra, wait up!”

The duo passed through Ponyville, heading toward Sweet Apple Acres. Lyra bounced along as if there were springs in her legs, while Twilight trotted along behind, nibbling at her carrot cake.

The day was in full swing, now. The pair navigated their way along the side of the cobbled road, the wood-and-metal autocarriages that were the road’s main occupants rattling and rumbling their way past. The buildings got larger and newer the deeper into the town the two traversed.

The older style of wooden construction was a rare sight anywhere, but the last vestiges had been swept away long ago in Ponyville’s downtown, leaving only a mix of the newer styles that had sprung up in the last two decades. The harsh angles and bare concrete of the city guard building contrasted sharply with the stylish curved sweep of the new city hall facade. Some of the old businesses like Quills and Sofas had moved into modern streamline storefronts, all glass and smooth curves, proudly proclaiming their willingness to meet the future head-on. Many of the newer businesses, on the other hand, did their best to look like they had always been there. Those buildings were constructed in painfully self-conscious mimicry of a Ponyville that never quite existed, hearts and flowers scrolled into the eaves at calculated intervals, mercilessly loud paint colors that nopony would ever have paired without a focus group hiding the ubiquitous metal siding. They called it “New Revival” style.

“Hey, outta the way!”

Twilight started and leapt aside as an autocarriage clattered past, driving where she’d just been walking. She stopped and sat down to the side of the road, blinking and waiting for her breathing and heart rate to slow.

Lyra bounced up behind her, her bright smile turning into a lopsided and confused frown. “Twilight, are you okay?”

“I’m fine,” Twilight said. “Just... a bit distracted.”  She took another deep breath.

“Oh.” Lyra smiled brightly again. “Okay!”

Twilight stood up and dusted herself with a few quick flips of her tail, and the two unicorns resumed their trek across town. The old town proper had turned largely into the expanded Ponyville’s downtown, with much of the city’s growth northeast, toward Canterlot and away from the Everfree and Sweet Apple Acres. New construction aside, the walk to Sweet Apple Acres was much the same as it had always been, and the duo proceeded without further incident through the city and across the bridge leading toward Sweet Apple Acres.

The two passed under the wooden arch proclaiming the orchard in large, square letters, and the wood of the bridge gave way to a packed dirt road, one of the last remaining in the area. In the distance, past neat rows of blossoming apple trees, Twilight could see the barn, and next to it, the large farmhouse that together formed the heart of Sweet Apple Acres. Other than the extent of the orchard, which stretched as far as Twilight could see in every direction but back into the city proper, it was the same farm that had been there since Ponyville’s founding.

Lyra bounced cheerfully onto the packed dirt and then almost immediately veered off into the trees. Shaking her head, Twilight followed. “Lyra, where are we going?” she asked urgently.

The response was bright and cheery. “Well, I thought we could see the trees! The trees are nice! Oh, and nopony will see us in here.”

"What? Lyra, wait up!” Twilight ran after the other unicorn. Lyra had stopped bouncing when her hooves met the soft earth between the orchard rows and was instead trotting along with an obviously affected high step. With a scowl, Twilight focused, her horn flaring, and she teleported next to Lyra.

“Lyra!” Twilight said in a breathy stage whisper. “I thought you didn’t want anypony to see us!”

Lyra blinked back, stopping in the shade next to a heavy tree trunk. “I don’t see anypony!” she replied, her usual broad grin on her face. “Do you?”

“Well, no, but-” Twilight’s voice died away as she began to hear a faint whirring sound. “Do you hear that?”

“Uh huh!”

Twilight moved closer to Lyra as the sound grew louder, though she couldn’t pinpoint the source. It seemed to come from everywhere, no doubt baffled and echoed by the heavy tree trunks that were all around the two unicorns.

“Hey! Somepony over there?” a familiar voice drawled from some distance away.

“Oh, it’s Applejack!” Lyra said. Before Twilight could stop her, she bounced away from the tree. “Hi, Applejack!”

Twilight could hear crunching hoofsteps on the opposite side of the tree, accompanied by the strange whirring sound. She felt her muscles tighten up. Weren’t they supposed to be trying not to get caught? She watched as Lyra waved effusively to the unseen earth pony.

“Well, howdy, Lyra, what can I-” As she rounded the tree, Applejack froze, staring between the trees at Twilight.

Twilight looked back. In many ways, Applejack was just as she remembered. Her mane was bound in the same severe button braid she had worn since it had started thinning. Her hat was showing another few years of wear and tear but was the same Stetson Applejack had worn the entire time Twilight had known her. She was a little thinner through the muzzle, a little stouter in the neck, but by and large it seemed to Twilight that Applejack was as timeless and unchanged as her farm and orchard.

Except for her mechanical legs.

“Twilight,” Applejack said, coolly. “What’re you doin’ here?”

Twilight simply gaped as she took in the image that stood before her. They were well-made implants, sure enough. The outer hulls of the legs were articulated plating made of polished brass that glinted in the sunlight. Long hydraulic shafts were mounted to ball joints on the outside of the legs, connecting the forearms and gaskins to the legs’ cannons. Gaps in the plating at the knees and hocks showed where universal joints connected the upper and lower legs. The hooves were broad, heavy chrome steel semi-circles that gouged furrows in the soft dirt beneath.

“You gonna stand there catchin’ flies, girl?” Applejack snapped. “Whaddya want?”

“AJ,” Twilight stammered. “What... What happened to you?”

Applejack stalked forward past a confused-looking Lyra, soft clicks and whirrs emanating from her legs with each step. As Twilight staggered back in alarm, her rear hooves tripped over a root and slid out from under her. She fell heavily to her haunches, looking up at the infuriated farmpony.

“Three years! You don’t say no two words to me in three years, and that’s all you got to say for yourself?” Applejack said. She glared at Twilight from under the brim of her Stetson. “You know darn well what happened, Twilight Sparkle!”

“I really don’t! Was there an accident?”

Applejack looked down at Twilight, nostrils flaring. She didn’t say anything for a long moment, then took a deep breath and spoke slowly and carefully. “What in tarnation do you want here?”

“Well, I mean, uh-”

“Production schedules!” Lyra said. She bounced up between Twilight and Applejack, garnering confused looks from both ponies. “We’re working with the mayor’s office, and we need to know what Sweet Apple Acres’ production will be like this fall!”

Applejack’s expression softened and she squinted, reaching up to hoof her hat back from her eyes slightly. “Come again? What’s city hall need to know our production schedules for?”

“Um, transportation planning.” Twilight said as she clambered back to her hooves. Applejack looked over at her skeptically. “We’re looking at adjusting cargo train schedules and we need to make sure we have enough capacity for Sweet Apple Acres this fall.”

Lyra grinned at Applejack and nodded. “Right!”

With another deep breath, Applejack leaned against the heavy tree trunk. “Well, shoot, that’s, uh, mighty involved o’ the city council there. Truth is, I was worried about that this year. I’d hate to see all sorts o’ deadfall loss just ‘cause the trains couldn’t keep up with our production.” She stretched her neck with a crack and a small wince. “Mmm. Lyra, y’all two can go talk to Big Mac at the house. He’ll get our projections an’ all ‘at for you.”

“Great!” Lyra turned sharply and began trotting toward the main house. For a moment, Twilight simply stood under the shade of the apple trees, watching Lyra flounce off.

“Well?” Applejack snapped. “Y’all gonna go with ‘er or you got any more stupid questions for me?”

“Oh, um... Right,” Twilight turned to follow Lyra. She took a step, then looked back over her shoulder at Applejack. The earth pony was just watching, and her expression soured as Twilight looked back. “AJ, listen, I-”

“I ain’t gonna stand here listenin’ to you jaw all day,” Applejack said, icily. “The sooner y’all get what you came for the sooner y’all can get off my property.”

Twilight’s expression grew sour. “Fine,” she said sharply, then turned to trot after Lyra, toward the farmhouse at the center of the orchard.

The door to the main house was propped open as Twilight and Lyra approached, a warm smell of cinnamon drifting from the kitchen’s open window. A faint sound of heavy hoofsteps could be heard from inside. The two stopped, peering in through the window at the quaint blue-and-green kitchen. Twilight slowly paced closer, watching carefully for any sign of “Macintosh”.

“Mmm! That smells great!” Lyra said loudly, making a beeline for the window. “Maybe there’s pie!”

“Lyra!” Twilight’s horn flared as she grabbed her counterpart’s tail in a telekinetic grip.

The green unicorn tugged against Twilight’s telekinesis with a grunt. When the grip didn’t release, Lyra began bouncing rapidly in place. “But, Twilight! Pie!”

“Aren’t we trying to-”

“Howdy,” a deep voice called out. The two unicorns turned to look at the door to the house, where a large, blocky red head had emerged. It certainly looked like Big Macintosh, the same blonde mane, the same fading red around his massive, square jaw.

Twilight swallowed nervously. “Um... Morning, Big Macintosh,” she said, releasing her grip on Lyra’s tail.

“Miz Twilight,” the massive red stallion replied, nodding cordially. “Miz Lyra.” The stalk of hay in his mouth shifted from one side to the other. “What can I do for you?”

Twilight inhaled deeply, hoping her nervousness wasn’t showing. Before she had a chance to speak, however, Lyra had already rushed over to the door. “Hi Mac! We were wanting to see Sweet Apple Acres’ production schedules and Applejack said we should talk to you!”

Macintosh blinked impassively at Lyra, then looked over at Twilight. “Production schedules?”

“Yes, production schedules,” Twilight blurted. “For, um... The trains. Cargo capacity. For the autumn harvest.”

The big stallion’s shoulders rolled, shifting the yoke that rested on them, and he nodded. “Well,” Macintosh drawled. “We got yield projections, and AJ drew up a harvest schedule last month. Come on in, I’ll get ‘em for you.” He drew back into the doorway, pushing the door wide with a hoof.

Twilight inhaled deeply as she watched Lyra trot through the door. If Lyra’s suspicions were correct, they could be putting themselves at serious risk. On the other hoof, what if Macintosh wasn’t a Changeling? Surely, Princess Cadance wouldn’t be playing around, not about something like this, but was Lyra really all that trustworthy? She exhaled and followed, walking into the kitchen.

The smell of cinnamon and apples filled the little kitchen, rising from a small pile of delicious-looking pastries in a small pile on a plate next to the oven. Twilight smiled involuntarily; something about Applejack’s house was always welcoming, even if the two ponies weren’t on the best of terms.

Lyra stood next to Twilight, grinning and looking around expectantly. After a moment, her ears drooped and her grin faded. “Aww. No pie.”

From the adjoining room, Macintosh returned, saddlebags heavy. “Well, Miz Lyra,” he said. “You’d be welcome to one o’ them turnovers.” He gestured with his head toward the plate of pastries, and with no further prompting Lyra made a beeline for them. “Anyhow,” Mac said, “I’ve got the information you both wanted. Mind helpin’ me get ‘em out, Miz Twilight?”

Twilight swallowed again, but did her best to appear nonchalant as she paced toward Macintosh. Her horn glowed and she flipped open the large stallion’s overburdened saddlebags, telekinetically withdrawing several heavy binders.

“Now, I ain’t rightly sure what information you’ll be wanting, so that there’s got our production projections for the last ten years, harvestin’ schedules for the apples and the fields, this year’s soil and water workups, copies of the weather schedule...” He paused, shifting the stalk of hay back and forth pensively. “I think that’s everythin’.”

Twilight blinked as she set the books down on the counters. Macintosh seemed so normal, so very Macintosh. Maybe he wasn’t a Changeling after all. Maybe Lyra was wrong. Twilight fervently hoped that Lyra was wrong. She glanced over at the green unicorn, who was cheerfully devouring an apple turnover.

“So, Big Mac,” Twilight said, as she made a show of opening the various binders and getting them situated on the counters. “How have you been?”

“Can’t complain.” Macintosh replied.

The three stood in silence for a moment, before Twilight chuckled nervously. “Right,” she said. “Everything... okay around here? Nothing strange going on?”

Another pensive look crossed Macintosh’s face for a moment. “Nope.”

Well, he’s got Mac’s mannerisms down, Twilight thought. She flipped to a page at random in one of the books, not really paying attention to what was written. “Good Winter Wrap-Up this year?”

“Eeyup.”

Twilight chuckled. “Sweet Apple Acres is so much bigger now. Do you remember when I tried to help with the plowing the first year I was in Ponyville?” She glanced over her shoulder at Macintosh, who was frowning very slightly.

“Nope. Been a lotta years.”

Turning back to the book, Twilight allowed herself a small smirk. “It has, hasn’t it? That sure was a busy summer, too.” She flipped a page, then pricked her ears as if remembering something else. “Oh, that reminds me! Do you know whatever happened to my Smarty Pants doll?”

A pause. “Don’t rightly know, Miz Twilight.”

Twilight turned, still smirking. “Oh, come on, Big Mac. It’s nothing to be ashamed of.”

The frown on the big red stallion’s mouth deepened, and Twilight could have sworn she saw a sheen of sweat rising on his muzzle. He took a deep breath, and then shifted the stalk of grass in his mouth again. “Like I said, been a lotta years.”

“I can’t believe you could forget so much!” Twilight said, affecting as much shock as she could muster. “What about your engagement to Cheerilee?”

Macintosh’s ears set back and his face grew hard. Twilight grinned inwardly but tried to keep her surprised expression.

With a snort, Macintosh stomped an angry hoof, the sweat now clearly visible on his muzzle. “Now, y’all ain’t here for reminiscing. You gonna get what you need from them books or not?”

Twilight sighed as Macintosh shut down, and turned away. She glanced over at Lyra helplessly. Lyra looked back, tilting her head, then swallowed the remains of her turnover. “Thanks, Mac, the turnover was delicious!” she briskly, sidling closer to the stallion. “So, how’s the apple business? Is the grain growing alright? Boy, that yoke sure looks heavy, do you always wear it? Do you want to go out sometime?”

With a barely-audible snap, part of Macintosh’s stalk of hay fell from his mouth. He coughed loudly for a moment before hacking up the remaining piece of hay. Macintosh and Twilight both looked at Lyra in confusion.

“Come again?” he asked, a small catch still in his voice from the coughing. Sweat was now beading on his brow.

“Your yoke! It looks heavy. You should really take it off sometime.”

The little green unicorn grinned broadly, while Twilight looked back with a stony expression. “I think he was asking about the part after that.”

“What part?”

“When you asked him out on a date!”

“I did?”

Twilight and Macintosh responded in unison, the resulting noise being somewhere between a flat “eeyup” and an exasperated “yes!” Lyra giggled and her horn glowed, telekinetically fetching another turnover.

“Well, okay, maybe I did. But he is cute!”

“Who’s cute, now?” Applejack’s voice came from the doorway. The three ponies in the kitchen turned to look as Applejack walked in, stepping gingerly as her steel hooves contacted the lacquered hardwood.

Twilight looked helplessly between the other three ponies. “According to Lyra, Big Macintosh.”

A glare came from under Applejack’s hat. “Weren’t y’all two here on business? What’s the big idea o’ flirtin’ with my brother?”

“I wasn’t flirting!” Twilight protested. “I don’t know what Lyra was doing.”

“Oh, come on, Twilight, admit it, you think he’s cute, too.” Lyra bounced over and shoved one of the folders off the counter. It fell to the floor, spilling pages across the hardwood. She hopped up and flopped herself on the counter in its place, hooves splayed in all directions. “Everypony does, Applejack! He has that ‘rugged, handsome older stallion’ look.”

“Older?” Macintosh said, furrowing his brow. “Now, jes’ you wait a minute-”

“Lyra, what is with you today?” asked Twilight, her voice sharp. Her horn flared as she picked up the binder and its contents from the floor and slid it back onto the counter next to her presently boneless partner-in-crime.

“Hold on!” The shout from Applejack drew attention from the other three ponies. “Now, I don’t know and I don’t care whether anypony thinks my brother’s cute or not, but if y’all two aren’t here on business after all, I don’t appreciate bein’ lied to. Especially by you, Twilight!”

“We’re not lying, Applejack!” Her horn glowed again and she yanked sharply on Lyra’s tail. With an awkward squawk, Lyra slid from the counter, landing on the floor behind the counter with a thud and a clatter of hooves. “We are here on business and I don’t think Big Mac is cute!”

Annoyed glares came from both Lyra and Applejack. AJ opened her mouth but was cut off by a sudden barrage from Lyra, directed at Twilight.

“Twilight, I’m surprised! You were telling me you thought he was cute and that I should ask him out and all this time you were just playing games?” Lyra stamped a hoof, her eyes growing puffy. “Well, I think he’s cute anyway and you shouldn’t insult other ponies to their face, it isn’t nice and it isn’t fair! You just want him all to yourself, admit it!”

“What?” Twilight asked, her eyes bulging in confusion. “I don’t!” She watched as Macintosh began edging away, his eyes shifting nervously between the other three ponies.

“Consarn it!” Applejack snapped, stomping up to Twilight, her hooves gouging the shiny floor. “Twilight, if you really are here on business jes’ take the books and git on outta here!” She gestured expansively toward Lyra. “I ain’t puttin’ up with no more o’ this from you or her!”

“Applejack, you don’t understand-”

“I understand jes’ fine, Twilight Sparkle! I understand you think you can just run all roughshod over me and my whole family and there ain’t nothin’ nopony can do about it!”

“And I understand you’re trying to steal Big Mac from me!” Lyra shrieked. She dashed over toward Big Macintosh, horn flaring.

The next moments were a blur for Twilight. Lyra jumped toward Big Macintosh, her hooves spread wide, even as the large stallion was stepping back nervously. Applejack shouted something Twilight failed to hear, and at the same moment there was a flash of light from where Big Macintosh had been standing.

The room was suddenly silent as the flash faded. As the spots cleared from Twilight’s vision, where Lyra and Macintosh had been she saw Lyra, the glow on her horn fading as she took quick steps back from the black and green insectoid creature that stood where Big Macintosh had been just a moment before. The Changeling’s faceted eyes glittered in confusion for a moment, then its wings began buzzing furiously as it attempted to turn and dart down the hallway.

Twilight lashed out telekinetically, her aura wrapping around the Changeling’s midsection and arresting its escape. “Lyra, we’ve got it!” she cried as she fought against the creature’s tugging. “What did you do?”

“That-” Applejack said, the color drained from her face. “That’s a Changeling.”

The changeling’s horn glowed, and to Twilight the world went white. There was a loud crack and a blinding pain shot through her head. Her telekinesis dropped as she fell to her knees with a sharp cry. She could hear sounds of scuffling, a shriek and a loud thump. After a moment, she forced her watery eyes open, her head still in agony, and she stumbled back to her hooves.

The Changeling hovered before her, hissing and pulling uselessly against a green aura that surrounded the creature’s jagged horn. “It shot you in the horn,” Lyra said matter-of-factly. She jerked her telekinesis and the Changeling began drifting across the room, away from the hallway and back into the kitchen.

“You... You alright, Twi?” Applejack asked.

“I’m fine,” Twilight said, wincing and blinking the last tears from her eyes. “So,” she said. “What do we do with it?”

Lyra jerked on the thing again, drawing an unnatural shriek from the Changeling. “We should take it back to Canterlot. It might have information we can use.”

The Changeling’s mouth twisted upward, the ragged gash turning into an ugly sneer. “You’d like that, but I won’t talk,” it said, its voice a thin whine.

“You all say that,” Lyra replied. “Ampulex was fairly forthcoming, though. That’s how we knew where to find you.” She jerked her telekinesis, shaking the Changeling roughly.

“Ampulex,” the changeling said, voice dripping with venom, “had only just undergone his final molt. He was barely more than a nymph. I never knew ponies tortured children.”

“Where is he?”

Lyra and Twilight turned toward Applejack. The earth pony’s eyes were tearing up and her lips were peeled back from her teeth. She stepped toward the suspended Changeling slowly. “Where is my brother?” she asked.

The Changeling snickered, a sharp, buzzing sound. “You’re going to let this one interrogate me? I really was hoping to see Canterlot, first.”

“Applejack...” Twilight took a step forward.

“Twi, this critter is gonna tell me where my brother is, right now.”

The Changeling laughed again, wings buzzing furiously. “You should be glad he’s gone,” it whined. “I’ve been him for months, and I can’t think of any worse fate than being stuck living with that!” It grinned horribly at Applejack, eyes tilting down against the pull of Lyra’s telekinesis. “The truth is, he’s probably already dead.”

The wooden floor shuddered as Applejack slowly and deliberately stepped across the kitchen, metal hooves tearing chips and splinters free under her stomping gait. Twilight and Lyra watched silently as she advanced on the sneering Changeling. Applejack’s teeth were bared in an expression more suited to a timber wolf than a pony, the wetness around her eyes doing nothing to dull the anger and threat in her face.

“That’s a lie,” Applejack said, her voice cracking. “That’s a damn lie an’ I won’t ask again. Tell me where my brother is.”

That thin, hateful laugh pierced the air once more. “Or what? That big, red lummox is dead and there’s nothing you and your unicorn friends can do about it. I wonder how many eggs She laid in him? Or maybe She just mesmerized him and drained his-”

A whine erupted from Applejack’s legs as she spun and drove one steel hoof into the Changeling. It ripped free from Lyra’s telekinetic grip and exploded across the small kitchen, striking the old gas oven. There was a shriek of metal and a sound of tree limbs breaking as the Changeling’s body simply snapped across the edge of the range top. It slid down and fell heavily to the floor, leaving a trail of green staining the range and the oven door.

Moving far faster than Twilight had ever seen any earth pony move, Applejack was on top of the fallen Changeling, her massive front hooves hammering furrows into the creature’s fractured chitin.

“Where’s my brother?!” she screamed as she pounded the inert Changeling. “Give ‘im back!” Applejack’s eyes welled up with tears even as she screamed and pounded on the limp monster.

For a moment, Twilight just stared. The Changeling’s side was completely caved in by Applejack’s thunderous kick, its torso nearly broken in two by the encounter with the oven. Thick green slime that Twilight assumed was the thing’s blood seeped from gaps in the creature’s exoskeleton, the fluid that wasn’t being spattered about the room pooling on the floor beneath. The light streaming in through the windows glittered from the facets in the Changeling’s otherwise empty eyes. Reflected spots danced on the walls as the thing’s head was tossed back and forth by Applejack’s strikes.

“Give my back my brother!”

“AJ,” Twilight said. She took a tentative step forward, swallowing hard to keep down her gorge. “It’s... It’s not going to answer.”

Another blow landed on the Changeling, and another, and then Applejack fell back on her haunches, angered shouts dissolving into sobs.

“Come on, AJ,” Twilight said, tentatively.

Applejack pushed herself up on her hooves, stumbling back from the Changeling. Twilight stepped between Applejack and the inert creature, trying hard not to look at it.

“Celestia... Twi, I-” Applejack said between sobs. “I didn’t mean to-”

“It’s okay,” Twilight said. Her horn glowed and she began to brush the green spots from Applejack’s legs. “It was just a mistake.”

“It jes’... It wouldn’t answer and all, and- And I jes’ meant...” Applejack stumbled back another step and then fell back to her haunches, the wooden floor shuddering with the impact. She looked up at Twilight, her muzzle streaked with tears. “Why did it have to say those things, Twi?”

Carefully, Twilight sat down next to Applejack, avoiding the spatters of green ‘blood’. “I didn’t want you to find out like this, AJ.”

“But, why?” Applejack asked, staring at the broken Changeling. “Why’d they take Big Mac?”

“We think he was spying on you, me and Fluttershy.” Twilight inhaled deeply. “They might be planning another invasion.”

Suddenly Lyra was standing over Twilight, her shadow blocking out the sun shining in through the window. “Twilight, I’m not sure-”

“We have to tell her, Lyra.” Twilight looked up, her expression once again hard. After a moment, Lyra nodded and stepped back. Twilight turned back to Applejack, who was sobbing quietly.

“He ain’t dead,” Applejack said firmly to no one in particular.

“We’ll find him, AJ. Together.”

Chapter 4 - Safe Passage

The warm light of day streamed in through the round windows of the Golden Oaks library, flooding the refurbished reading room that had become Spike’s apartment. Heavy doubled eyelids blocked all light from impinging on the sleeping dragon’s rest, but sensitive dermal plates felt the warmth, absorbed the sun’s heat and began to rouse him from the night’s slumber. Spike groaned and turned, eyelids creaking open to the dim, fogged world he perceived every morning as his nictitating membranes protected him from the full brunt of the sun.

He groaned again, sitting up and willing his eyes to fully open. It was late in the day, at least noon if not past, but Spike still felt as if he could do with some more sleep. Maybe a week or so would do. Sweetie Belle’s concert the previous night had been punishing, as usual; Spike enjoyed the music, and he was always happy to go to Sweetie’s shows, but his diminutive form was invariably bruised and sore the next day. One day, he thought, he’d learn to keep back from the stomping and slam-dancing and stay at the bar. Appearances to the contrary, he wasn’t a hatchling anymore.

He flicked his tongue, trying with little success to dull the taste of acid in his mouth, and jumped down from the bed. His feet contacted the cool, bare wood of the floor and he hissed, biting his tongue against the colorful language that immediately sprang to mind. Twilight had been trying to convince him to get a rug, but he always said it was fine. He liked his room neat.

Not exactly ‘neat’, more like ‘empty’, Spike thought as he looked around. The bed, an old hoof-made wooden from that he had inherited from Twilight, was not only the most prominent piece of furniture in the room, it was the only furniture in the room other than an old floor mirror and the bookshelves built into the walls. The shelves themselves stood bare but for a single, yellowing framed picture of Rarity she had gifted Spike the day she moved away to Manehattan.

Spike sighed and stretched. It was better this way, he told himself, just as he did every morning. The picture gnawed at him enough.

He toddled over to the mirror and a familiar ‘baby’ dragon looked back. He was leaner than he had been as a child, with a slightly elongated jaw and claws that ended in long, tapering talons rather than stubby ones. He looked closely in the mirror, examining himself. No signs of scales hardening or molting. Teeth still stubby. Still the same height. Good. The bags under his eyes and the rising bruises tinting some of of his scales a darker shade of purple weren’t especially attractive, but they’d pass soon enough.

A door slammed in the adjoining room, startling Spike. “Spike! Spike! Spike, are you home?” Twilight Sparkle’s muffled voice called. Blinking, Spike quickly moved for the door. After so many years, Spike could tell when Twilight was worried and upset, and she hadn’t sounded this agitated since... Well, best not to dwell on that. Hopefully, she wouldn’t be declaring him the “new Rainbow Dash” again.

“Yeah, Twilight,” he called out, stifling a yawn as he moved quickly toward his door. “What’s going on?”

Pulling the door open, Spike was confronted with three ponies. Twilight was running up the stairs to her loft while Lyra Heartstrings and Applejack stood in the front room. He hadn’t seen much of Applejack since the big fight between her and Twilight, and the sight of the heavily augmented pony stood as one of the more surprising things he’d ever seen. Balled up claws rubbed his eyes, quickly, but failed to dispel the strange sight.

“Uh. Hey Lyra. Hey Applejack. What’s, uh... What’s going on?”

“Spike,” Twilight said sternly, even as she telekinetically ransacked her dresser, throwing things onto her bed or down the flight of stairs seemingly at random. “Get your things. We’re going to Canterlot for a few days.”

“I don’t have any things to get,” the little dragon said, flatly. “Is there any reason we’re going to Canterlot?”

Three responses came in unison, and Spike managed to glean the word “Changeling” and very little else. He shuddered, his eyes narrowing to slits. “Does this have to do with those pictures?”

“Pictures?” Applejack asked.

“Yes, Cadance sent me some photos of Changelings,” Twilight said absently as she continued to defile the laundry Spike had so painstakingly folded.

“They done took Big Mac, Spike!” Applejack said, sharply, and stamped a thin gouge in the hardwood.

Spike hissed and leaned forward, all thoughts of sleep or fatigue forgotten. “Wait, what? We gotta go get him back!”

“That’s the plan,” Twilight said.

Changelings. The wedding had been a certifiable nightmare. While he wasn’t as close to Shining Armor as Twilight was, he was the closest thing Spike had to a big brother. He had been no help at all to Twilight when she was trying to convince everypony that Cadence wasn’t who she seemed to be, he had lain low during the Changeling invasion. Guilt on guilt.

“We need to find them, first,” said Lyra.

“They’re in Canterlot, aren’t they?” Spike said, defiantly, smacking a balled-up fist into his open claw. “We’ll go get the princesses, go find the Changelings and save Macintosh!”

“It’s not that easy, Spike!” Twilight said, as she began descending the steps, a suitcase hovering above her. “Lyra, you tell him.”

Lyra shook her head as she walked toward Twilight. “She’s right, Spike, it’s not that easy. We can explain on the way. Do you have train fare?”

“I have it,” Twilight said. “Spike insists on having me watch his money.”

Spike wheeled back as he found himself suddenly staring into Lyra’s golden-yellow eyes. “You are a weird dragon,” she said.

“Here you go, Spike.”

A purple claw reached up and gingerly plucked a train ticket from the air. He was a grown - so to speak - adult and fine riding the train to Canterlot by himself, and he never had to ask Twilight for the bits if he wanted to go on his own, but he was always more comfortable having her handle the money. He watched as Twilight pressed through the turnstile in front of him, then followed, his free claw pushing the metal bar out of his path with a satisfying ker-chunk.

The little dragon’s vision was a sea of cutie marks and saddlebags, the familiar sights of the mid-afternoon train crowd. The crowd was thinner than it was in the morning or evening, so Spike could still look around the station. To his mind the new station was a drastic improvement over the little flag stop that had existed when Ponyville was smaller. It was warm in the winter and cool in the summer, and the concrete floor never had loose splinters poking him in the sensitive bottoms of his feet.

The train to Canterlot was already waiting, the massive black-and-chrome beast floating placidly above the tracks. The train was on track four, toward the center of the recessed track surface, and rows of ponies were filing along several long metal gangways that extended out from the side of the platform. As he had done so many times before, Spike slipped easily into the boarding crowd, his small size making it easy to find a space, and he quickly walked down the length of the metal grating and through the doors of the train.

Spike pulled to the side to stay out of the way of the boarding crowd and turned to watch as his three companions made much slower progress up the gangway. He chuckled to himself behind a fist before turning and jumping over the back of one of the bench seats, into a free area with room for four. A moment later he was joined by three ponies, and he grinned brightly at Twilight as she glared down her muzzle at him.

The speakers above Spike’s head crackled to life. “Now departing for - Canterlot.”

The doors hissed shut, the train screamed and seemed to sink slightly, and a moment later Spike felt himself being pushed backward into his seat as the train shot into the tunnel. The old steam engines and harness-team trains had rumbled and shaken even at their smoothest; as for the new trains, once they were up to speed one might have been forgiven for thinking that they were standing still except when there was a bend in the track. After a moment, Spike felt the inertia easing and he relaxed into his seat next to Twilight, enjoying the barely-perceptible motion of the train.

Lyra and Applejack had taken the bench opposite Spike and Twilight, facing them. Applejack was next to the window and had her legs folded under her, the struts from her back legs jutting up behind her like a pair of tailfins. Lyra had somehow managed to end up upside-down, her rear hooves hooked over the back of the bench, the tips of her mane brushing the dust on the floor.

“So,” Spike said in what he hoped was a voice that was loud enough to be heard over the screaming train. “Anyone wanna tell me what’s going on?”

“We’re not sure, yet,” Lyra replied from somewhere below Spike’s feet. “That’s why we need you and Twilight. The Changelings are on the move and it looks like they’re at least keeping the bearers of the Elements of Harmony under surveillance.”

Spike glanced over at Applejack, who was looking away, at the reflected image in the black window. He leaned down closer to Lyra and dropped his voice.  “So what happened to Macintosh?”

“They took him,” came the matter-of-fact response. “He was replaced, according to the Changeling we found at Sweet Apple Acres, months ago.”

“So they’re replacing ponies to keep-” Spike started as his brain caught up with Lyra’s previous statement. “Wait, we need to get to Manehattan! Rarity’s in danger!”

Spike felt a hoof patting his dermal plates. “Easy there, Casanova,” Twilight said. “Manehattan and Cloudsdale are on the list but think about last time. They want Canterlot.”

Spike groaned. “Twi, come on, you know it isn’t like that.” He sat back heavily in his seat. “Okay, guys, let’s start over...”

The explanation from Lyra and Twilight was short and pointed, and by the time it was done, Spike felt his scales standing on end. The minimal amount of subterfuge the Changelings had applied during the wedding had nearly been enough to bring Canterlot to its knees; if there was large-scale infiltration going on, Spike wasn’t sure there was anything that could be done, especially without the Elements of Harmony or Princess Celestia’s support. Still, it wasn’t hopeless. They had Twilight, right? And Princess Luna. They’d find where the Changelings were based out of, save Big Macintosh and find a way to expose the infiltrators. Just like that. Simple.

Maybe, he thought, being told he was the new Rainbow Dash wouldn’t have been so bad after all.

“Canterlot Station. Connections to - Fillydelphia, Baltimare, Vanhoover, Cloudsdale. This train continues to Manehattan.”

The crackling speaker panels cut out as the doors on the right of the train hissed open. Spike stood and stepped into the crowd that was pushing toward the open doors, sure that the rest of the group would be right behind him.

He stepped out into the dazzling sunlight and blinked, his eyes adjusting. He had seen Canterlot Station more times than he could easily count but he was always impressed.

Canterlot Station was the perfect expression of the new Equestria, a blend of classical styles and new. The ceiling of the new station was a huge vault, similar in some ways to the station in Ponyville but much higher and made entirely of glass. Long, arcing metal girders supported the glass ceiling, which in turn were supported by rows of massive white Ionic columns. The long, smooth walls of the station were made of the same white stone construction as the columns, with windows, doors and hallway arches all framed in glimmering gold. The floor of the platform on which Spike stood was made of alternating white stone tiles and glass blocks with large gems set underneath, which caught the sunlight and threw it back in myriad colors.

They always looked delicious.

“Come on, Spike, let’s go,” Twilight’s voice piped up from behind him. Spike turned to follow his three pony companions as they trotted down the long train platform. The group passed through an arch, out of the sun and into a short, artificially lit hallway that opened after a moment onto another platform.

As much as the main platform had been built with the sun in mind, this smaller expansion was designed to honor the moon. Instead of multicolored gems, the floor was made up matte grey tiles interspersed with glass blocks the color of amethyst that were gently illuminated from beneath. Instead of the brilliant white with gold highlights that made up much of the main platform, here the walls were blue, doors and arches framed heavily in ebony, with columns wrought of black marble supporting the ceiling. The ceiling was the same type of glass vault, albeit lower, but Spike knew that at night the lighting in the expansion was much lower than in the main station, to allow the moon and the night sky to be clearly seen.

The tracks were the biggest difference. Rather than the rows of metal train tracks as existed in the main platform, this smaller platform had only one ‘track’, a single, thin ribbon of metal set into the concrete below the platform. From where Spike stood, he could see the ribbon leading out into the daylight and crawling up a long, glittering rainbow that he knew from experience curved up around the mountain and then stretched across the sky to Cloudsdale. A single high-speed passenger train used this track to take ponies to and from the pegasus colony.

Somewhere in the basement of the library, there was an old, bleached out piece of rainbow about a meter long with a strand of copper wire fixed to it, a proof of concept that Twilight and Rainbow Dash had made years ago. Seeing the Cloudsdale light rail in service always filled Spike with a certain amount of pride for Twilight, even more than many of her other inventions.

“Hey, Twilight?” he asked as the group walked down the shorter expansion platform toward the opening arch that would lead them out of the station. “When was the last time you talked to Rainbow?”

“Um... The last time I was in Cloudsdale, I think. Why?”

Accompanying the last weather factory inspection team, then. Almost a year ago. He shook his head. “It doesn’t matter.”

The four progressed quietly to the end of the platform, filing past other travelers as they walked to the archway at the end. They passed under the arch, toward a pair of enormous gilt doors embossed on each side with the symbol of the Sisters. The doors were purely ornamental and were fixed permanently open, anchored with two massive bolts into the marble floor. The real gates, such as they were, were the brass turnstiles that stood between the two doors, through which ponies filed in and out. Spike and the rest of the group moved with the crowd, and soon they pressed through the turnstiles and out into the brilliantly sunlit streets of Canterlot.

They stood at the end of a short walk leading down to the cobble road surface of one of Canterlot’s arterial roadways. The center of the roadway was split with a series of long planters made of the white stone that was favored for Canterlot construction, the plants separating the wide roadway into two halves, one travelling east, the other west. Much of the traffic in the road was still pony-powered, either ponies on foot, solitary or in groups, or ponies pulling wagons. The parts of the road on each side closest to the median, however, had been segregated with rows of large topaz inlaid into the road surface, forming dedicated roadway for the increasingly large number of autocarriages that clattered and rumbled their way through Canterlot’s streets.

“So where are we goin’, Twi?” Spike asked.

“I’m not sure. Lyra?” Twilight paused, then blinked as she looked around rapidly for the suddenly-absent fourth member of the group. “Lyra? Lyra, wait up!”

Spike watched as Twilight dashed off in pursuit of the green unicorn, who had somehow managed to canter off to the roadway without anypony noticing. He rushed to catch up, Applejack trotting easily beside him.

“Guys, wait for us!”

Chapter 2 - Heartstrings

The business of the library occupied the rest of Twilight’s day. Through all of the stacking, sorting, shelving and reshelving, however, her mind was taken up only with the photographs.

Changelings. The last time anypony had seen Changelings was many years before, during the failed invasion of Canterlot. Oh, there were sightings, there were always sightings. Somepony dizzy on liquor and salt might stagger home swearing he saw a Changeling following him down the road. Another might contend that her very special somepony had been replaced by a Changeling, claiming she saw his eyes turn green right before he left her. None of the claims ever amounted to anything.

This was different. These pictures were real evidence that the Changelings had returned, and not just some stray, or a solitary sad creature hiding among ponies, but three, and they had died violently. How many more were there?

Twilight worked through the day. She wore her agitation openly and found herself making spurious excuses to the patrons and friends that came through the library. By the time nightfall and the end of the day’s business came she felt exhausted in mind and body.

Dusk glowered outside the library, the darkening red glow of twilight shimmering from the metal paneling of the adjacent buildings. A purple-wreathed broom listlessly swept stray dust toward the open front door, out into the growing darkness. Only barely conscious of her own sweeping, Twilight remained consumed with the horrible photos, so much so that she very nearly swung the broom into the legs of a green unicorn who came bouncing down the short walkway to the library, seemingly from nowhere.

Heedless of the late hour or Twilight’s obvious attempts to complete her workday, Lyra Heartstrings bounced through the door, grinning in her usual cheerful manner. She started pacing slowly around the front room of the library, tilting her head back and forth as she looked at the books. Twilight watched her in confusion, sweeping forgotten.

“So, Lyra...” Twilight began after a moment. “What’s up?”

Lyra turned and bounced quickly across the library, as if she’d been waiting for Twilight’s acknowledgement. “Up?” Lyra asked. “Well, there’s clouds, rainbows, the sun, the moon, stars. You should know this, Twilight!” She grinned at Twilight and began rocking back and forth on her hooves. “Lots more things, too! I’ll bet you even have a book on things that are up.”

An involuntary sigh escaped Twilight’s mouth. Lyra had been a Ponyville fixture as long as Twilight could remember and was friends with nearly as many ponies as Pinkie Pie. Unlike Pinkie, however, Lyra was able to use the same age-regression magic as most unicorns and so showed neither her age nor any sign of calming down.

“Um... Alright, can I help you with anything?” Twilight said slowly, as if she were speaking to a particularly slow foal. “I was just about to close up the library.”

“I just wanted to talk to you for a minute!” came the aggressively cheerful response. “Oh, could you close the door? It’s getting late, you know!”

I hadn’t noticed, Twilight thought to herself bitterly. She reached out with her telekinesis and nudged the front door shut with the sweeping end of the broom.

Instantly, Lyra stopped her rocking, her expression hardening. “Quiet,” she said, in a low and serious tone that Twilight had never before heard from the mercurial unicorn. She turned and walked away from Twilight, stepping carefully around the edges of the large front room

“What?”

Lyra didn’t turn to face Twilight as she snapped back. “Quiet! I need quiet for a second.”

Twilight simply stood, watching in confusion as Lyra - silly Lyra, cheerful Lyra, bouncy and ridiculous Lyra Heartstrings - marched crisply and deliberately around the room with the demeanor of a police officer or city guard. Her horn pulsed with quick bursts as she walked, pulling books out telekinetically and putting them back, or flipping small objects in the air before restoring them to their previous locations.

Eventually, she completed her circuit and walked up next to Twilight. Her horn flared brightly for a moment, and Twilight felt her muscles tense as a sensation of intrusive magic washed over the library.

“Twilight,” Lyra finally said, in a barely-audible murmur. “I’m picking up three passive listening devices behind that door.” She jerked her head toward the heavy wooden door that led to the basement. “Know anything about that?”

Listening devices? “What do you mean?” Twilight replied, matching Lyra’s tone. “That’s my laboratory, I have lots of equipment down there. What kind of devices?”

“Anything,” Lyra muttered sharply. “Microphones, dreamcorders, anything like that. Anything for picking up audio or magical field fluctuations.”

The tension in Twilight’s muscles eased somewhat. “Well, I have two dreamcorders and an old crystal-set field analyzer.”

Lyra looked at Twilight with a furrowed brow and the sort of confused expression Twilight often imagined she herself wore when dealing with the loopy musician. “What do you need two dreamcorders for?”

“They’re-” Twilight sputtered. “They’re my two prototypes! I’d have three except I sold the working model to FFI along with the design! Lyra, what is going on here?”

“Changelings.”

Twilight’s brain ground to a halt. The sound in the library seemed to deaden at that one word. The two unicorns looked at each other quietly. Lyra’s expression was once again blank and impassive.

After a moment of oppressive silence, Lyra spoke again. “Princess Cadance sent me.” She turned and began slowly pacing around the library again, tension plainly visible in her withers and croup. “She got your reply to her- You know,” Lyra said. “We need your help.”

“My help?” Twilight asked. “With what? Where did those photos come from? Do we need to gather the Elements of Harmony again?”

“No!” Lyra snapped. She turned to face Twilight again. “No, we want to keep this quiet. Quiet, do you understand?”

“I understand, but keep what quiet? What ‘this’?” Agitation was once again creeping into Twilight’s voice.

“I-” Lyra paused and sighed, then exhaled. “Alright, it all started three weeks ago. There was a maintenance crew down in the train tunnels near Fillydelphia. They were just going down to replace a length of damaged track...”

The train tunnel outside Fillydelphia was identical to the other tunnels that connected the nearest cities to Canterlot, a dark, tiled vault over parallel rows of steel tracks set on concrete ties. The tracks themselves hadn’t changed much from the trains of yesteryear; besides acting as guidance for the levitation trains, they still had to accommodate other types of traffic on occasion and so were recognizably train tracks. The tunnel was comparatively new, having been bored through a bare few years earlier, so the tiles, tracks and ties were only beginning to show any kind of wear or corrosion.

Narrow Gauge walked slowly in the darkened tunnel, staying close to the little motorized railcar loaded with the maintenance crew’s equipment and, more importantly, only source of light. Other than the railcar’s lamp, darkness in the tunnel was total. Silence very nearly reigned, too; the gentle crunch of hoofsteps on gravel and the faint rumble of the railcar were the only things to remind Narrow Gauge that he was not, in fact, stone deaf.

The group proceeded down the length of the track, heads held low, tails swishing nervously. The light from the lamp chewed at the darkness ahead. At the edge of the light, where it was swallowed by the tunnel, Narrow Gauge imagined that he could see things moving. When the area was fully illuminated, of course, nothing was there. The hardened old railpony couldn’t decide if that was comforting or not.

“We should be comin’ up on the damaged track soon,” he said, more to hear himself speak than anything else. The noises of agreement from the rest of the track crew were entirely too enthusiastic; they, too, were happy enough to hear anything at all.

The hazy light of the lamp illuminated the track ahead as the crew approached the designated work site, section 57 eastbound, where one of the rail conductors had reported a discontinuity in the track. The levitation trains were much more resilient to track damage than the old steam locomotives. Juddering and requiring manual guidance over the gap was much preferable to a disastrous derailment. It was still dangerous, however, and as soon as the report came in the track crew had been dispatched. What the light illuminated, however, was not a broken length of track at all.

“Boss, it’s a pony!”

Narrow Gauge and his crew quickly halted the railcar. Indeed, a pony lay across the track, just barely visible at the edge of the orange lamp light. From what Narrow Gauge could see, the poor pony was a pegasus, wings splayed out behind it, the rear half of its body gracelessly draped across one of the pristine rails. Its coat was dark, but even at this distance Narrow Gauge could tell that whatever had happened to this pony wasn’t pretty. He’d seen more than a few train accidents over the years. Another benefit of the new trains, he thought. They leave a nicer looking body.

Shaking his head sadly, Narrow Gauge re-engaged the railcar, allowing it to creep forward at a slow crawl. “Steelshank,” the large earth pony called out, louder than necessary, “get the incident log. We’re gonna have to get somepony else down here to deal with this but I want it written up proper.”

A muttered ‘right, boss’ came as the incident notebook lofted up from the railcar and floated away from Narrow Gauge to the unseen unicorn worker on the opposite side of the track. Narrow Gauge barely took notice of this, however, as the light more clearly illuminated the pony the group was approaching.

What Narrow Gauge had taken for a dark coat was not hair at all, but chitin, black with green showing through gaps in the hard plates. The rough shape was right, but where he had expected to see feathered wings were instead tattered, veined membranes. A crooked and warped horn jutted from the ‘pony’s’ forehead, above a pair of green-tinted compound eyes that glittered like gemstones in the light.

“Boys, turn around,” he said, bile rising in his throat. “We’re leaving. Shank, write it up when we get back home but we are gettin’ outta here now.”

Three pairs of questioning eyes shone in the darkness as the crew looked toward Narrow Gauge in confusion.

“What in Tartarus izzat thing, Narrow?”

“A Changeling,” Narrow Gauge said, even as he kicked roughly at the big lever that would reverse the railcar’s drive. “It’s a Changeling.”

“What was it doing down there?” Twilight asked. At some point during Lyra’s explanation, she found herself sitting on her hindquarters on the wooden floor of the library.

Lyra herself had resumed pacing about the library slowly, hooves clicking deliberately against the hardwood. “We don’t know. We managed to get the incident report suppressed and the body transferred to Canterlot, but we still haven’t even really begun investigating what actually happened.” Lyra stopped and sighed loudly, then reversed the direction of her pacing. “Not only that, but you saw the photos. We had two more incidents in the following weeks that we had to clean up.”

Twilight was silent for a moment as she watched Lyra.

“Why me?” she asked finally. “If we’re not planning to use the Elements, how am I supposed to help? I’m no policepony.”

Lyra ceased her pacing and unceremoniously draped herself over a small table in the center of the floor, looking at Twilight upside-down. “You’re a brilliant researcher, that’s why. You also have more experience dealing with these kind of threats than anypony other than the princesses themselves. You saw right through Chrysalis’s disguise the first time the Changelings tried something like this. As soon as we started planning this investigation, Princess Cadance wanted your help.”

“I’m not sure about all this. I really think I should speak with Princess Celestia-”

“No!” Lyra shouted, rolling off of the table with a loud thump and clambering quickly to her hooves. “No, Twilight, you can’t do that.”

“What? Why not?”

Lyra sighed again, dropping to her haunches. She stared forward dully, her eyes fixed at a spot on the floor between herself and Twilight. “Twilight, Princess Celestia’s been compromised. That’s the other reason we need your help.”

“What? Wait, you mean-” Twilight’s eyes grew wide, and her voice dropped to an urgent whisper. “Has Princess Celestia been replaced?”

Lyra shook her head and Twilight’s heart slowed slightly from its hammering beat. “No, but we think somepony in her staff has. We suspect either one of her guards or somepony else who works closely with her.”

“And I suppose,” Twilight quietly rejoined, “that there’s been no luck either finding or expelling the Changelings magically.”

“Just like last time.”

Twilight nodded bitterly. “So it’ll be the captain of the guard or someone close to him, like last time, so they can break his defensive spells.” After a moment, a hopeful look crossed her face. “Is Shining Armor in on this?”

Lyra shook her head. “No, but he’s in Canterlot. There’s diplomacy ahoof and that’s providing cover for Cadance working with us on this investigation.”

Getting back to her feet, Twilight began slowly pacing around the library, mimicking Lyra’s earlier movements and absently reshelving the hooffull of books that had been disturbed.

“So,” Lyra eventually said as she watched her fellow unicorn’s aimless puttering. “What do you think?”

“I think,” Twilight said thoughtfully, before turning and leveling a dark glare at Lyra. “I think I don’t trust you. How do I know you’re not a Changeling?” Twilight’s horn flared dangerously, and she braced her hooves against the floor

Lyra’s eyes widened and she smiled slightly, seemingly unfazed by Twilight’s implied threat. “Very nice! A good suspicion, but I’m clean. See?” She raised a hoof. Twilight looked, and instead of seeing the normal, healthy soft tissue inside the hoof capsule she saw a little brassy metal plate set neatly into the hoof, pulsing slightly in time with Lyra’s heartbeat.

“Eugh!” Twilight cried, recoiling from the sight and looking away, the light around her horn dying away. “Lyra, that’s disgusting! How could anypony do that to themselves?”

Lyra set her hoof back down and grinned expansively. “It protects my frog and improves circulation. I can run farther and faster and even work in low-oxygen environments. They’re really worthwhile implants!” Her grin then faded. “But you know what they mean, right?”

“You can’t use shapeshifting magic with implants,” Twilight said sarcastically, rolling her eyes. “I know. Which is another good reason not to use them!”

“But it does,” Lyra said, raising a hoof again, “limit our suspects.”

“Oh, sure,” Twilight snapped back. “To anypony smart enough not to get bits of metal stuck in their body. Which is most ponies!”

“Funny you should say that, that brings me to the last bit of bad news.”

Twilight sighed and pressed her hoof against her muzzle. “What now?”

“Your friend Applejack is in danger.”