Changeling for the Better

by Diespitris

Rating: everyone
Tags: Adventure, Shining Armor, Thorax, Alternate Universe, Main 6, Drama, My Little Pony: Friendship is Magic, Princess Cadance, Spike, Comedy
Length: 8243

When the wildfire of discrimination fails to waver in the face of Spike's heartfelt song, Thorax is captured.

When his newfound friend is torn from him and locked away, Spike is left to drift amongst a seemingly endless sea of hopelessness.

That is, until he sends a letter.

Published 2017-04-28 11:00:01 UTC
Last updated 2017-07-06 08:09:52 UTC

1 : Raise the Curtain

“So if day can turn to night
And the darkness turn to light
Then why can't we imagine
Just why can't we imagine
Then why can't we imagine a changeling can change?”

Spike closed his eyes as silence reigned over the Crystal Palace's sparkling throne room. Part of him was thankful for the break. He liked to think of it as a dramatic pause, after bearing his soul in the form of a song he somehow managed to come up with on the fly. He hoped, as the seconds wore on, the noiselessness meant the mob was either thinking it over or letting the message soak into their hearts.

All the while, just as silently, Thorax remained rooted to the floor behind him.

Soon, the lull was broken as Shining Armor wordlessly retreated to the back of the crowd. Spike strained his hearing, as the wall of guards before him and his friend obstructed his view. There was a whispered conversation, which dragged on for a minute or two, then Twilight's cautious steps. Her expression betrayed a subtle anxiousness as she made her way past the guards to get to him—exchanging glances with her brother all the while.

The dragon shrank from her gaze. She exceeded his height by several inches, yet she seemed to completely tower over him at that moment. Needless to say, Spike was pleasantly surprised when she lowered her head to nuzzle him. “I'm proud of you, Spike,” she said, her voice soft.

He grinned, wrapping his arms around her neck. “Thanks, Twilight.”

“And you... you know I love you, right?”

His brow furrowed. “Well, yeah, I love you, too.”

Twilight's forelegs encased him in a hug. It was warm, familiar, but it was of little comfort. He felt the air vacate his lungs as it tightened around his body like a vice without warning. Warning bells reverberated against his skull—adding to the growing sense of distress he nearly ignored. Yet, when he felt the static of her magic a sudden realization caused his heart to plummet straight down into his gut.

It wasn't a hug. It was a trap.

“Thorax, run!” he yelled, but it was too late. He twisted in the alicorn's grasp in time to witness the materialization of shackles that latched onto the changeling's neck and limbs. In the blink of an eye, he was surrounded by the guards, their spears more threatening than ever.

Shining Armor's voice cut through the air like a blade. “C'mon, let's get this bug into a cell before he messes with somepony else's mind!”

“No!” Spike thrashed in an attempt to free himself, but Twilight's forelegs didn't budge. “Leave him alone!”

It was no good, he was trapped. He watched helplessly as Thorax was cruelly tugged and poked out of the throne room. His friend out of his sight, Spike began struggling once more. Even when Twilight's hug was replaced by her unbreakable levitation spell, his mind was too clouded by hurt and determination for him to surrender.

Through the haze, however, he made out the distinct buzz and pop of teleportation. The brief disorientation he felt afterwards told him he was a part of it, and he squeezed his eyes shut with a groan. When he opened them again, he and Twilight were no longer in the throne room. Instead, they now stood in a sizable suite. He was quick to notice it was the same room in which they stayed during the Equestria games.

Of course, the familiarity wasn't consolatory in the least, even as he was slowly lowered onto the soft bed. He immediately rolled over so his back was turned to Twilight. “You tricked me,” he grumbled, his eyes watering.

Seconds ticked by, during which he heard the shuffling of her hooves, before she dared to speak. “Please understand,” she said. To him, her voice was too soft for the situation. “It was for your own good. Once his influence wears off on you, you'll see reason. I promise.”

Then, in a whisper he barely managed to hear, “Everything will be okay.”

The tears threatened to spill. He had no idea what she was talking about, and he almost demanded an answer. “Just go away,” he said with a huff. “Leave me alone.”

He heard her draw in a shaky breath. “Is that what you really want...?”

“Yes.”

“... Okay.”

Spike expected her to leave in the same manner as their arrival, yet she simply walked towards the front door. A sudden thought hit him. “Twilight, wait,” he called, sitting up.

She immediately spun around. Her eyes were wide, twinkling. “Yes?”

“Promise me something.”

She took a few steps forward. “Anything, Spike.”

“Promise me Thorax won't be harmed. Promise me he'll be safe wherever he's been taken.”

The light in her eyes dulled a bit, yet a small smile appeared on her face. “Nothing will happen to him, I promise.” She then made her way out of the room—quietly closing the door behind her.

He was alone now, and free to not only compose himself, but to formulate a plan. Rolling onto his back, he wiped the moisture from his eyes. Deep breaths, Spike, deep breaths...

He filled his lungs with air. Thorax was taken into the palace dungeons; there was no other explanation.

He exhaled. Thorax was heavily guarded. Depending on what Twilight told them (if she told anypony anything at all), no amount of notoriety and persuasion would convince the Crystal Guards to allow him visitation.

He inhaled. He needed help. Twilight and Shining Armor already made their stance on the matter painfully clear. It was natural for the dragon to assume Princess Cadance sided with her husband on the matter. He didn't know Sunburst all too well, but he guessed it would be far too difficult to convince the Royal Crystaller either of them were in the wrong.

He exhaled, and he watched as thin trails of smoke danced above his head. There was a glimmer of hope with Starlight, but it was one he quickly stifled. She was still in the early stages of her friendship lessons. She was still timid about standing her ground and confiding in Twilight on certain matters. No, he had to cross her off his list as well.

He groaned. With the entirety of the Crystal Empire in a state of paranoia, there was no one else to help him. If the others were here, they would've tried to talk some sense into everypony. Unfortunately, going home was easier said than done, and a letter would take days to reach Ponyville.

Wait, a letter... Princess Celestia!

Spike's heart hammered wildly in his chest as he leaped off the bed. Why didn't he think of it sooner? Princess Celestia was kind and understanding, and she was certain to help Thorax!

He ransacked the desk, smiling all the while, for parchment and a quill. Then, he climbed onto the chair and began to scribble away. “Dear Princess Celestia, I need your help. While visiting Shining Armor and Cadance, Twilight, Starlight, and I stumbled upon a changeling sighting that had the entire Crystal Empire turned upside down. Long story short, I was able to find and befriend this changeling after he saved my life. His name is Thorax, and all he wants are friends. Unfortunately, convincing everypony he's not evil backfired on me. He was captured and locked in the dungeons! Please, I don't know what else to do! You're his last hope for freedom! Your Loyal Servant, Spike the Dragon.”

Carefully, he rolled it up and, with a silent prayer, he sent it on its way. All he could do then was wait. As fate would have it, he didn't have to wait long. Once his feet touched the cool floor, a fire rose into his throat and he belched a neatly-wrapped scroll. “Wow, that was fast!” he exclaimed as he snatched it out of the air.

In his eagerness to read the Princess's reply, he almost didn't notice the tingle spreading across his body upon breaking the letter's seal. He knew magic when he felt it, however. So, frowning, he opened the letter with caution.

“Dear Spike, forgive this short response. Due to recent events, my uptight beloved sister is preoccupied elsewhere and I had to intercept your letter. Sorry, but I placed a precautionary spell on this parchment to set you free, just in case you did unknowingly have your brains scrambled. Don't take it personally. If that was never the case (and I certainly hope so), then hurry in writing back to me. I will help you. With much sincerity, Moonbu Princess Luna.”

The dragon blinked as a distinct nagging feeling poked at him. His only thought was, “What?” as he reread the letter and turned it over and over again in his claws. Princess Luna? It threw him for a loop, but it was a step in the right direction. He returned to the desk and set a clean sheet of paper in front of him. “Dear Princess Luna, don't worry, I'm not angry. But, nothing's changed. I still want to help my friend and I can't do it alone. Everypony is paranoid there are other changelings out there, like Queen Chrysalis is planning an invasion or something. I find myself in a situation where my words and reputation are meaningless. Please, help me! Truthfully and distressfully, Spike.”

He sent it, and he remained at the table until Princess Luna replied. Curiously enough, the missive came with a cloth satchel. Inside, he found two packages. He felt them both. One was soft, as though filled with sand. The other contained... bits? Raising a brow, he opened the letter.

“Noble Spike, I'm positively beside myself with grief by your tale. I cannot, as a Princess of Equestria, allow such an injustice to flourish. I will help you, but time isn't in our favor. Twilight Sparkle messaged Celly my sister for aid in an opposite cause to yours. Additional guards will be in the Crystal Empire by early morning. You and your little changeling friend will be hay out of luck if you wait until then to make a move.

I sent you one of my favorite things, called 'Slumber Powder.' Throw it at the guards to put them to sleep. There's enough for multiple uses, so have at it! You'll be more than able to retrieve the dungeon keys to free your friend. If Thorax has a favorable pegasus disguise, make him use it. He can then fly you to the train station without raising too much of a ruckus.

My next suggestion may seem odd, but it's necessary. Trust me. Get on a train. Purchase a ticket to either Tall Tail or Las Pegasus. Go to White Tail Woods, which is located along the way. That's where I'll meet you two. It's one of the reasons I sent you that bag of bits. Thorax will need your friendship, guidance, and all that sap good energy if he's to thrive. Keep him fed and vibrant, and don't hesitate to spend your funds on food for yourself.”

Spike's breath hitched in his throat. He glanced at the satchel. He retrieved another piece of paper. “Do we really have to leave?”

The next letter came almost immediately. “Yes. If you do not go with him, Thorax will starve. He needs you, and there's no telling what will happen to you if you remain in the Crystal Empire. Now, go. I'll see you in White Tail Woods.”

His hands trembled as he shredded the letters and tossed them into the wastebasket. Then, he draped the satchel's strap over his shoulder as he ran to the door. The knob didn't give. Twilight had locked him in the room. He let his head fall against the door's crystalline surface.

Of course she locked it, but it was just a door. He inhaled as much air as physically possible, and he bathed the obstacle in his dragonfire. Before long, there was a hole large enough for him to climb through. He traversed the halls down a few floors, concealing himself from the patrolling guards along the way. The time for absolute caution came when he neared the throne room. He heard the voices of Princess Cadance and Sunburst, but he paid them no mind as he crept passed the closed doorway.

Even if he stopped to eavesdrop, Flurry Heart's high-pitched wails drowned them out.

He found himself thankful for his small size as he continued to bob and weave past the small patrols that littered the lower floors. Just as he expected, the ground level was the most secured, for below set his destination. At one point, he had to hide behind a pillar as Shining Armor and two other guards stormed their way through the corridor. He slipped a hand into the satchel as he descended into the dark, damp dungeons. Hold on, Thorax, he thought. I'm almost there, my friend.

And when he stumbled upon not four, not five, but six large, intimidating guards, he knew he was in the right place. One of them stepped forward as he approached. “Halt! Who goes there?” he demanded.

Spike stuck out his chest. “It's me.” Behind the towering stallions, he noticed movement in the cell, but the light was too dim to see anything else.

The stallion before him was startled. “Oh, beg your pardon, Brave and Glorious One! Why have you decided to grace us with your presence? Princess Twilight said you were recovering from the bug's curse on you!”

Grinding his teeth together, the baby dragon forced a smile. So, that was Twilight's story. He'd been “cursed,” which he assumed was another word for “brainwashed.” Was that what she meant when she accused Thorax of having an influence over him?

The accusation hurt, needless to say, and he took a deep breath as he pulled a handful of Slumber Powder out of his satchel. He gave it a simple toss at the guards before anypony had time to react. Just as Princess Luna promised, they fell asleep and slumped to the floor. Spike snatched up the keys without hesitation.

On the other side of the bars, Thorax stirred. “S-Spike?” he called. His voice was hoarse. “Is that you?”

“Yeah.” He unlocked the door and stepped inside. A mass on the floor caught his eye. Looking down, the glowing puddle of... something he almost stepped in caused him to wrinkle his nose. “Uh, Thorax, what's—” He glanced at his friend, and froze.

The changeling looked terrible. He was curled up on the floor, his eyes tired and less lustrous than Spike remembered. What alarmed him the most were Thorax's wings, which were crumpled and torn in some places. “Thorax!” he yelled, running to the changeling's side. “What happened to you?”

“I'm fine.” Yet, he struggled to stand, and he eventually came to lean against Spike for support. “But, I must admit, I'm not feeling quite like myself...”

Concern gnawed at the dragon's gut as he kept his friend on his hooves. “Don't worry, I'm going to get you out of here!”

“H-how are you going to manage that?”

“The same way I managed to put the guards down for a nap. Are you able to transform? I need you to change into Crystal Hoof for me, if you can, okay?”

Thorax nodded weakly. He straightened himself the best he could, before he bathed himself in emerald flames to produce his favored pony-persona. “T-there,” he breathed, letting himself lean against Spike once more. “Now what...?”

Spike carefully took one of the changeling's forelegs and pulled it around his neck. “Just start walking. Don't be afraid to keep leaning against me, okay?”

“Okay.”

The sound of his heart thundering in his head kept Spike on edge as he and Thorax left the dungeons behind. It took a yard or two for them to develop a balanced rhythm of speed and care. Spike dared to hope they would make it to the palace doors without hindrance.

He felt foolish for hoping upon rounding the corner, and bumping right into an armor-clad stallion. He and Thorax stumbled backwards as Shining Armor gawked at them. “Spike? What are you doing down—”

Spike opened his mouth to interrupt him with an excuse, but he was thrown off balance when Thorax suddenly ducked behind him—hissing loud and shrill. A chill ran up the dragon's spine. He'd heard Thorax make the noise before, but not like this. Panic took over. Without a word, he threw a handful of Slumber Powder at Shining.

As the stallion fell over, Spike grabbed the changeling's hoof and took off running. Not good! Not good!

They needed out, and now. It was one thing to magically disable a few guards, but as soon as somepony found Shining, the entire Crystal Empire was bound to go on lockdown. Fortunately, Thorax didn't complain once about the speed, and did a decent job keeping up with him. Once they were out in the open air, however, he pulled the changeling's foreleg back around his neck to support him. “Spike, w-where are we going?”

Spike bit down on his bottom lip. Thorax looked worse in the light. “The train station. It won't take long.”

He lead Thorax through various alleyways. Though the main roads were the quickest way to the station, he thought it best to minimize the number of witnesses. The crystal ponies absolutely adored him and Crystal Hoof. He feared being mobbed by fans; he didn't have the heart to deny them autographs and stories in his desperation to reach their destination.

To his relief, there were no further obstructions, and the station was just as abandoned as when he and the others first arrived.

He escorted Thorax to a nearby bench. “Wait right here, Crystal, I'll get us tickets.” He rushed to the window, standing on his toes to knock on the glass.

A bespectacled stallion peeked at him. “Yes? Who's there?”

The young dragon pulled himself up higher. “Spike, the Brave and Glorious.”

“Oh! Hello! How may I help you today, Sir Spike?”

“I need two tickets to Las Pegasus, please. Official hero business.”

“That so? One second, if you please.”

Spike beamed as the tickets were handed to him. “Thanks a bunch! How much?”

The stallion dismissed the question with a wave of his hoof. “Oh, no charge for the Brave and Glorious One! Enjoy your trip, the train leaves shortly. Come again soon!”

The window drew shut, and Spike pushed his dread aside as he returned to his companion. “You feelin' any better, buddy?” he questioned.

It curbed his anxiety somewhat to see Thorax nod. “A little,” he replied. He was careful as he stood. There was hesitation in his every step, but he made it onto the train without Spike's help. Of course, he all but collapsed next to the dragon once they took their seat. “I can't believe you actually rescued me,” he mumbled.

The comment took Spike by surprise. “What? Of course I did!” He rested a hand on Thorax's shoulder. “You're my friend. I wasn't going to let you rot in some cell!”

A corner of the changeling's mouth twitched. “Thank you, Spike.” His eyes narrowed tiredly. “I don't think I'll ever be able to repay your kindness...” He sighed, leading Spike to suspect there was something else he wanted to say. Instead, he inquired, “So, where are we heading now?”

“White Tail Woods.” The baby dragon flinched ever so slightly as the train's boisterous whistle sounded off—signaling their departure. “We're going to meet Princess Luna there.”

His friend blinked. “The... Moon Princess? Huh?”

“Yeah, that was pretty much my reaction, too, but who do you think gave me this Slumber Powder?” Smiling, he patted his satchel. “I never would have been able to save you if Princess Luna hadn't intercepted the letter I meant for her sister.”

Thorax made a small sound. “Wow, what luck... Spike?”

“Yeah?”

“Is White Tail Woods very far?”

Spike hummed as he tapped a claw against his chin. “Uh, well, we'll have to go to Las Pegasus first, so that will take a few hours. Then, we'll have to hike the rest of the way. Will you be all right for that kind of trip?”

“Can I sleep along the way?”

“Of course.” He scooted closer to the window as the changeling curled up beside him. Guilt made his insides uneasy—a feeling made worse when their transportation jerked into motion. As awful as Thorax appeared, he should've known he wanted to rest. With nopony else on the train, the silence was perfect for sleep. Leaning his head against the glass, Spike silently wished he could drift into a slumber of his own—if only to escape reality for a short period of time.

Author's Note

So, yeah, I binge-watched seasons five and six, and this is the result. I've always loved this episode in particular. It's ripe for AUs.

This story in particular was inspired by stories such as "Grief is the Price We Pay" by Scyphi, and PoisonClaw's "Why Can't a Changeling Want to Change?" So, if you like alternate endings to this episode, check out those stories if you haven't done so already.

Feel free to point out spelling mistakes, as my spell-check doesn't always catch everything!

2 : Set the Stage

There was a heaviness in Twilight's heart she had never before known. It existed as an uncanny tear between relief and sadness, which had her dragging her hooves on her way to check up on Spike. It now eluded her how she was going to approach him—if it were best to approach him at all. Last they spoke, he was upset with her. As painful as it was, she it wasn't him she blamed.

The changeling nearly had her fooled as well. It was a shame, really. Spike's song was so touching, and she wanted so badly to believe the changeling was genuine.

But, Shining Armor wasn't moved. “Twilight, you have to get him away from that thing,” he had harshly whispered to her, once the silence became too much. “You're the only one who can.”

At first, his anger caught her off guard. “You... You don't think they're really friends?”

He appeared taken aback by the question. “What, are you serious? That bug replaced Spike's friend, and now he's 'friends' with it? You don't think there's something seriously wrong with that?”

To her dismay, she was unable to dispute his point. The real Crystal Hoof remained unaccounted for, yet there Spike stood—speaking on behalf of the changeling. She squeezed her eyes shut. “Why would Spike stand up for him, then?” she retorted, her voice low.

Her brother's eyes narrowed. “It probably used the same brainwashing magic Chrysalis used on me when she took Cadance's place. What other explanation is there?”

She didn't know. Under Shining's withering gaze, it was hard to think; it was reminiscent of the stern looks she received when she misbehaved as a filly, which was precisely how she felt at the time. Her only choice was to pull Spike close... and take the changeling by surprise. Her number-one assistant was angry with her, yes, but at least he was safe.

Depending on the attributes and duration of the spell cast on him, he would meet the news of the changeling's confession with either rage or joy.

Praying for the latter, she broke into a canter as she rounded the final corner. The door to the suite set at the end of the corridor. Something was... off, she noticed. Her brow knitted together as she picked up speed. When she saw it was half-melted, she gasped and forced it open. “Spike?” she called.

There came no response. Spike had escaped, and she feared she knew the answer as to where. “No, no, no!” she pleaded, soaring out of the room at a speed to rival Rainbow Dash's. Countless passageways later, she found her path obstructed by a small circle of guards. Her screeching halt scuffed the floor. “What's going on here?” she inquired.

“Princess Twilight!” a gold-colored stallion exclaimed. “It's Prince Shining! He's unconscious!”

Sure enough, when the guards made way she saw her brother in said condition. He was propped up against the wall—his head cradled by Cadance's hooves as she tried to awaken him with tender pats. Twilight surmised she left Flurry Heart in the care of Sunburst and Starlight. “Oh, Twilight, thank goodness you're here!” she said. “The changeling's gone!”

Twilight's heart dropped like a stone. “W-what...?”

“We found his cell open, empty. The guards assigned to watch him were unconscious, too! It was a spell, I sensed the magic on them.” She exhaled a relieved sigh as her husband finally stirred. “Shining... Oh, thank Celestia.”

His eyes slowly fluttered open. “Cadance...?” Groaning, he held a hoof to his head. “Ugh, what happened?”

“Someone knocked you out, love.”

Twilight shifted around on her hooves. “What's the last thing you remember?”

Her brother stood on wobbly legs. He closed his eyes as he attempted to recall events before his unconsciousness. “Well, after I talked to you, I was on my way to check on the bug,” he replied. “I ran into somepony...” He lifted his head. “Spike! It was Spike.”

“Are you sure it was him?”

“Pretty sure, Twily, why?”

“The changeling... He's gone, and so is Spike!”

Cadance and Shining Armor gaped in unison. “What?!” they exclaimed.

“Why didn't you tell me that first?!” yelled Shining.

Twilight flinched, and Cadance admonished her husband with a soft, but firm flap of her wing along his side. “Don't yell at her! It's not her fault!”

“I-I know. I'm sorry, Twily, it's just...” He couldn't bring himself to look at her. “Spike wasn't alone when I bumped into him, and now I know why.”

Starlight Glimmer found little comfort in the distracting ball of pink fluff that was Flurry Heart. As adorable as she was, her soft coos and precious eyes failed to settle the mare's consuming sense of guilt. Well, she was certain it was guilt. Or, maybe, apprehension... or both. It had been one heck of a day.

She felt so useless, from all angles. There was nothing she could do when Spike's friend was kidnapped, no solution made clear to her when the changeling was lead into the throne room. She held back from suggesting anything other than imprisonment for the poor creature.

Was the cause of her hesitation fear? She felt it wasn't her place to question those who faced the shape-shifters once before. Twilight and the others told her their tales of the Canterlot invasion, of Princess Cadance's abduction at the claws of Queen Chrysalis. She couldn't imagine what everypony involved endured, but the scars left over burned brightly in Shining Armor's anger.

Starlight heard what he whispered to his sister, and it didn't set well with her. There was a lot about this situation that didn't set well with her. The warning bells were knotted and heavy in her insides.

Yet, the tiniest of smiles graced her features as Flurry Heart reached up with tiny forelegs. It came as a great relief when she finally stopped crying—a feat accomplished by none other than Sunburst and his knack for silly faces. “How are you faring, Starlight?” he asked, approaching Flurry's portable crib from the opposite side.

She spared him a glance. “I'm fine. I've just been thinking, is all.”

“Bit for your thoughts, then?”

“Do you think it was right to lock up the changeling like that?”

Sunburst stared, his spectacles slid down his muzzle a tad. “Well, Starlight, I really can't imagine how else we could have dealt with him.” His head tilted upon seeing the dejected look on her face. “I mean, Thorax and his entourage did come to scout us out. His Highness told us he confessed to such. I don't mean to be rude, Starlight, but what more do you need? Talk to me.”

“I guess... I guess I just don't want it to be true.” She closed her eyes. “I told you about my past, after you left for Magic School. I stole cutie marks like a changeling steals love. I brainwashed dozens into believing in equality.” Her ears folded back against her head as she once again looked at her friend. “Yet, here I am. I was a terrible pony, Sunburst, but I changed. I guess I just wanted the same to be true of Thorax.”

After a moment of hesitation, the stallion reached over the crib and placed his hoof over Starlight's. “I feel the same way, Starlight. The only thing we can do now is move forward, and hope Princess Celestia's reinforcements will be enough to locate the remainder of the changelings before they make their next move.”

She merely nodded. They fell into silence, then. As much as she welcomed the solace, however, it wasn't meant to last. A purple blur stormed into the chamber and, before she knew it, she was muzzle-to-muzzle with Twilight. “StarlightdidyougiveSpikemagicpowder?!” she blabbered.

And blabber was precisely what Starlight heard. “E-excuse me...?”

Twilight retreated from Starlight's personal space. Her pupils were mere pinpricks, and it startled the other mare to see the frazzled state of her mane. “Did you or Sunburst give Spike magic powder?!” she asked again, more coherently.

Sunburst adjusted his glasses, exchanging a look of concern with Starlight. “Magic... powder? I-I'm afraid not, Your Highness.”

Sunlight raised a brow. “What powder, Twilight? What's going on?”

The alicorn began to run in place, her terrified stare darting all over the throne room. Outside, the thundering voice of Shining Armor resonated off the walls as a horde of guards stampeded down the hallway. Then, after another chaotically-blabbered reply, Twilight sped away—leaving the two unicorns flabbergasted.

Starlight didn't realize her mouth was hanging open until her jaw was sore. She shook her head, turning her attention to Sunburst. “Stay here with Flurry Heart,” she instructed him as she trotted after Twilight.

“What are you going to do?”

“I'm going to find out what the hay is going on!”

3 : Enter, Stage Left

There was no exact telling for how long they'd been on the train. After a wink or two of sleep, only the setting sun to spoke of the time. A few hours had passed, that much was certain. The train had come to a complete stop, too. They just arrived, it seemed, for Spike saw the extravagant lights of Las Pegasus illuminating the interior of their car.

He looked down at Thorax, who remained disguised and asleep. “Hey,” he said under his breath. Carefully, he shook his friend, until he finally began to stir. “Crystal, wake up.”

The door to the train car slid open, revealing the conductor. After a glance at his pocket watch, the aged earth pony turned his attention to them. “Las Pegasus, gentlecolts,” he said. He cleared his throat. “Er, gentlecolt and gentle-dragon. The train has to keep movin', so ya might want to hurry out before it's too late.”

Spike acknowledged the warning with a simple nod.

As the conductor vanished from sight, Thorax sat up with a start. “Who was that?” he questioned. Unease made his voice waver.

“Oh, it was just the conductor. We need to get off the train. Are you all right to move?”

The changeling yawned and stretched his limbs. “Actually, I feel pretty good. Where are we, anyway?”

“C'mon, I'll show you.” With their only piece of luggage in his possession, he led them off the train—waving goodbye to the conductor. Once they stepped out onto the station's wooden platform, it amused him to see Thorax's eyes widen in awe of the extravagant lights. “This is Las Pegasus,” he said. He pointed to the enormous cloud hovering far above their heads. “Well, that's Las Pegasus.”

The sizable mass of fluffy, white cumulus was a permanent fixture in the sky, he then explained. It served as the stable base for a majority of the city's structures. Accessible by hot-hair balloons and teleportation services for non-pegasi, Las Pegasus further aided the flightless with an extensive network of bridges and walkways—no spells or enchantments required.

Thorax turned his gaze upward. “Whoa,” he breathed. “Are... Are we going up there?”

“No, there are way too many ponies.” The less witnesses, the better. The ground division of the city wasn't much of an improvement, with its hotels, restaurants, and gift shops. It wasn't as crowd-worthy, but it was too populous for the dragon's liking. “We'll grab a bite to eat, then make camp on up the tracks. Sound good?”

Luckily, Thorax seemed relieved rather than disappointed. “Yeah.” It wasn't as though he had a better plan in mind, and the thought of a crowd made him mildly uncomfortable. So, he followed close behind Spike as they walked over to a small cart selling produce. Despite the time of day, the salesmare was more than happy to sell them what remained of her stock.

He silently watched as his friend bartered for a small bag of apples, carrots, and pears. The items were, of course, foreign to him. Spike certainly thought them edible enough. At least, he thought them edible enough he had no problem paying the mare six bits for them. “Night, boys,” she said. “Stay safe!”

“Thanks!” replied Spike. “You, too!”

Thorax walked alongside him as they began their trek along the train tracks. He couldn't help but eye the brown bag all the while, until his friend finally noticed. “Uh, Thorax, you okay?”

He flinched, startled. “Huh? Oh, yeah, sorry about that. It's just that... It's been a long time since I've eaten solid food.”

The dragon halted in his tracks. The thought of his friend's unusual diet had never before occurred to him. Glancing between Thorax and the bag, he hummed. “I forgot about the whole 'emotion-eating' thing you do,” he mused aloud. “But, you can eat this, too?”

The changeling shrugged. “I can, though it won't do much for me. Nothing can really replace the love we need to survive. I'm not hungry, anyway.”

“Well, that's good. That means I can make these last another couple of days, at least.” And that was his optimism talking. The food was cheap, and it showed. The apples and pears were bruised, the latter being more delicate. Those needed to be eaten first, for it was foolish to think they would last another day. As long as he was careful with the apples, they would last longer and, of course, the carrots were the most durable.

… He wished he had thought of such variables before he decided to purchase for two instead of one. Oh, well, there was nothing he could do about it now. If he had to buy more food, then he would buy more food. Thanks to Princess Luna's generosity, they weren't strapped for bits.

“How about here?” questioned Thorax. He pointed to a dense thicket to the right of the train tracks. The grove of gnarled oaks stood tall, their bases concealed by fluffy greenery.

Spike liked the looks of it. They would remain hidden, even with a small fire. “I like it,” he replied with a smile. “Let's get some shut-eye.”

As night descended on the Crystal Empire, so too did an unnatural silence. Sunburst, after relinquishing vigil of Flurry to her mother, accompanied the Prince and his sister to the train station. He only wished Starlight were there; the tension was almost more than he could handle.

He was in the unfortunate position of not having anything important to say. The situation was grim, and it showed on the faces of the crystal ponies. Their beloved hero was gone—taken, with no sign of him or his abductor in sight.

Prince Shining Armor, however, was convinced they didn't leave the empire at all. The looming threat of multiple changelings had him and Princess Twilight fearful that Thorax was reunited with his swarm... with Spike in tow. Thankfully, the reinforcements from Canterlot were en route sooner than anticipated.

As the minutes passed, Sunburst fiddled his hooves. The Prince and Princess were engaged in whispered conversation, which made him question why he was even there. He was of no use to them, it seemed, especially if they didn't deem it necessary to include him in what was said. Oh, well.

Soon, the shrill screech of the Northern Express heralded its arrival. The royals were startled out of their conversation, but both of them immediately moved forward to greet the newcomers. Pegasi, unicorns, earth ponies. Every car was crammed with able-bodied soldiers of all makes and models. “Fall in line!” yelled Shining Armor. “We don't have time to dawdle!”

They obeyed his command, and Sunburst watched as the guards were then divided into three large squadrons. Only afterwards was he approached by Princess Twilight. “Sunburst,” she said, pointing behind her, “will you escort this group to the palace for us? Shining and I need three guards on each floor.”

Sunburst bowed. “Of course, Princess.”

“Thank you.” She sighed. “I'm sorry for dragging you out here on such short notice.”

“Oh, don't apologize, Your Highness! It's no trouble at all. I'll handle things from here, no problem.”

“Again, thank you.” She sluggishly turned to face the guards. “All right, just follow the Royal Crystaller. He'll assign you to your stations.”

The unicorn adjusted his glasses as the squadron approached. He knew better than to strike conversation. So, with a sigh, he shepherded the guards back to the Crystal Palace. He trotted. There wasn't any time to waste.

He was knowledgeable of the palace, but he was only one stallion, so being the Royal Crystaller had its benefits. He was acquainted with most of the Crystal Guard, and knew many of them on a first-name basis. A quick word with Lieutenant Golden Lance got him all the help he needed. Smiling at the gathering of crystal pony guards, he began to pick out teams of three from the stoic reinforcements. “Steel Charm, please take this lot to the observatory,” he said.

The private soluted with an immediate, “Yes, sir,” before walking off with the trio.

Sunburst continued to whittle down the squadron in triads, as per Princess Twilight's wishes. The process went smoothly, to his delight, and he almost couldn't believe the weight taken off his nerves. With the palace's added numbers, he hoped there was enough security to begin other endeavors. Not only did they have a dragon to rescue, but they had a potential invasion to dispatch.

Starlight found him shortly after he assigned the last of the guards. She was, strangely enough, accompanied by five of her own. “Hey, Sunburst?” she called. “I need your help with something.”

“What's up?”

“Have you seen Private Quartz Chain?”

His head tilted. “Uh, no, I haven't.”

She stomped her hoof in frustration. “Shoot!”

“Is something wrong?”

“Not really. I just wanted to ask him a few questions.” She nodded towards her companions. “He was one of the guards assigned to the changeling's cell. He was supposed to be in the infirmary with the rest of them, but now he's gone.”

Rubbing the back of his neck, one of the stallions walked up beside her. “Quartz said he was going for a short walk, then he never returned,” he said. He glanced at the others. “We... We fear he was taken by the other changelings, just as Spike the Brave and Glorious was taken.”

“We don't know anything, though!” stammered Starlight, trying to cover her nervousness with a shaky laugh. “We haven't covered the entirety of the palace yet! Maybe he decided to get a snack at the last minute?”

“How long has he been gone?” asked Sunburst. When Starlight avoided his gaze, he looked to the guards. “How long?”

The same stallion who spoke before cleared his throat. “Two hours, at least.”

Wide-eyed, Sunburst's spectacles slid down his face. “Starlight,” he groaned. “We have a major situation on our hooves... and one of our guards is missing?! We have to tell Princess Cadance and Prince Shining Armor!”

Another voice answered, seemingly out of nowhere, “Tell us what?”

The unicorns spun around, both stilling at the sight of Princess Cadance and her daughter. “Y-Your Highness!” exclaimed Sunburst. In the presence of one of their superiors, he and his friend were practically frozen with apprehension. Slowly, they exchanged an uncertain glance. Everything was already spiraling out of control, they knew, and a guard who was unaccounted for was possibly another addition to the chaotic mix. So, swallowing down her fear, Starlight stepped forward.

The warm light of morning found its way through the grove, rousing Spike from a sound sleep. He awakened to the pleasant sound of a gentle breeze and the scent of the dying campfire. Thorax slept nearby, curled up beneath a pile of leaves meant to conceal his undisguised body. It looked cozy, but they had to keep moving.

He quickly downed a pear. “Thorax,” he whispered. He gently prodded the pile with his foot. “Wakey-wakey.”

A groan and a rustle later, his friend's narrowed eyes glared at him from beneath his cover. “Must I 'wakey-wakey?'”

“Yeah, bud, it's morning. C'mon, Princess Luna is waiting for us.”

Thorax, sighing, shook the leaves away as Spike stomped out what remained of his dragonfire. The changeling took it upon himself to throw dirt upon the charcoal. A little extra caution never hurt anyone.

They continued on their way, following the tracks as planned. Only the occasional passing train bothered them. They hid, of course, behind whatever was available before their journey resumed. “How far from White Tail Woods are we?” questioned Thorax.

“I'm sure it's not far now. I'll know it when I see it.”

In response to his friend's inquisitive look, he added, “I was there once before, for the Running of the Leaves.”

“What's that?”

“It's a Fall tradition. Ponies get together and race from one end of the Wood to the other. Not only is it competitive, but the hoofsteps help clear the leaves off the trees. Boy, it was somethin'. I saw it all from a hot-air balloon!”

It was a fond memory for the adolescent dragon, playing co-announcer aside Pinkie Pie as they watched Twilight, Rainbow Dash, and Applejack from the sky. He missed his other friends, he realized. How would they react to his absence? Would Twilight even tell them? If so, exactly what information would she share?

When it came right down to it, they would worry and there was no way to ignore the guilt. It was a necessary evil, he told himself. Thorax was his friend, too, and the changeling needed him more than anypony else. His optimism lead him to hope they'd understand.

When they finally encroached on the forest of towering birch trees, Spike swelled with excitement. “White Tail Woods!” he laughed, pointing. His laugh turned into a yelp as he was hoisted into the air without warning.

Grinning, Thorax flew the rest of the way—the dragon's hands clenched in his front hooves. He was tired of walking, and the trees offered him a sense of security he craved since they began their trek. If he possessed a more durable set of wings, flight would have been his choice of transportation from the start. Unfortunately, he was no warrior drone, so carrying a passenger over a long distance was out of the question.

Spike's feet were back on ground as soon as the trees granted them sanctuary. He turned, his knuckles resting on his hips. “Give a guy a warning before you do that again...”

Thorax's mouth curved into a sheepish smile. “Sorry, Spike.”

“Eh, don't worry about it. I'm not mad.” He placed a hand over his heart, where he felt its fluttering. “You just scared the living daylights out of me.”

“That wasn't my intention.”

“I know. Now, let's find Princess Luna.”

The spacious grove of birch spanned a few miles, at most. They walked for a while, following a narrow trail. Neither of them, in spite of their creeping eagerness, dared to call out. The scenic Woods were bound to entertain those who desired to admire its beauty.

The abundance of white, gray, and green, however, was no match for the splash of brilliant blue Spike caught out of the corner of his eye. He turned his head. “Princess Luna!”

The Lunar Matriarch, in all her glory, turned to face him with a start. Her surprise didn't last, however. It made way for a smile, a welcome warmer than the sun.

Spike opened his arms for an embrace. “Stars, it's so good to see” —he bumped face-first into a flat surface— “you...?”

The image before him wasn't real. The impact caused it to teeter back and forth, until it fell backwards. It as flat as paper. A cardboard cutout.

“Spike...” whimpered Thorax. “What's going on?”

“I-I don't know! This doesn't make any sense!”

A deep, rumbling laughter manifested from the shadows. “Sense? Honestly? I thought you were better than that, dear Spike. The eyes cannot be believed so easily.”

Were he capable of goosebumps, the dragon's scales would've crawled with them. It didn't help that the fake Luna at his feet began to melt into a gooey puddle. It was worse he knew to whom the voice belonged. “Discord?” he muttered. He stepped back as the mush, like a cauldron, bubbled. He continued to retreat until he stood protectively in front of Thorax.

For out of the mess surfaced the Spirit of Chaos—an amused smile plastered on his face. “Now, now, there's no need for that,” he said. His body snaked around the pair. “I did, after all, agree to help you.”

Spike felt a lump form in his throat. “Princess Luna didn't write those letters...” In hindsight, it was suspicious. The chicken-scratch he read was far from the elegant cursive of a Royal Sister. His fear for Thorax blinded him to the obvious.

Discord snapped his fingers, causing a flashy “BINGO” sign to appear above his head. “Ding, ding, ding!” he laughed. “You got it! 'Twas I!”

“But, why?!”

The spirit's nose pressed against Spike's. “Because Luna would've helped you the only way she knew how, and that would've been alerting Twilight to your plea. So, I did what was needed to cover you and the changeling. You're welcome!"

Some of Spike's tension melted away. “Uh, thanks? I didn't think you cared that much.”

“Why, of course!” In a pop of magic, he appeared beside Thorax. “I care quite a bit about you and your new friend here.” He held out his lion paw. “Greetings, my insect acquaintance! I'm Discord, former Spirit of Chaos and Disharmony and current Master of Epic Tea Parties and Fun. Nice to meet you.”

The changeling was slow to react. Blinking, he took the offered paw. “S-same.

“Goody!” He ignored Thorax's gasps as he pulled the smaller creature into a tight hug. “I can tell we're going to be the best of buddies!” And then, just like that, he immediately released the changeling. “Well, not 'best,' actually. That spot belongs only to Fluttershy. You'll do fine at a lower level on the list, though.”

“So, what's the plan?” asked Spike.

“It's simple! We wait out all this nastiness!”

Spike and Thorax stared at him. “What?!” they exclaimed in unison.

Discord didn't seem to notice their bewilderment as he reclined on a sofa he conjured. “Oh, come now, you can't expect me to fix everything lickity-split!” He twirled his wrist and a soda popped into his left hand. “Despite my best efforts, the Princesses don't trust me. If they catch wind, especially little Twily, that I'm helping you, I'll be in big trouble.”

Spike clenched his hands into fists. “Then why are you here?”

“Because we're friends! Didn't we just have this discussion? Nevermind, let's move this conversation forward. I don't like Queen Chryssi. Not only does she try too hard, she runs her mouth too much.” He cleared his throat. “Nevertheless, I sympathize with those who desire to no longer live under her rule. It's boring, no doubt.” Rolling onto his belly, his gaze fell upon the changeling. “Tell me, Thorax, why did you leave the Hive?”

“I-I wanted friends,” Thorax replied softly. “Friendship is... frowned upon in the Hive. I didn't belong there.” He smiled a small smile. “If... If I hadn't left, then Spike and I never would have met!”

“True, true. Although, you have to admit the mess you're both in right now.”

The changeling flinched, and Spike drew in a sharp breath.

“I hate to be the bearer of bad news, but you left the Crystal Empire in a bit of a spot, Thorax, thanks to that little fib of yours.”

“Thorax never lied to anyone,” snapped Spike. He turned to his friend. “Right?”

Yet, his confidence fell, for the changeling quivered like a leaf in the wind. “Thorax...?”

“I-I'm sorry, Spike, I did lie.” He squeezed his eyes shut. “But, not to you, I swear!”

“Then, who...?”

Discord's eyes narrowed. “Shining Armor.”

Author's Note

Sorry for the wait on this one. Not only did I lose track of time, but by the time I finally finished this chapter I suddenly had login issues.

My bad!