Hivemind

by Cyberglass

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Dark, Main 6, Original Character, Spike, Queen Chrysalis, Adventure
Length: 52157

Twilight discovers that the changelings have taken over Canterlot.

After the wedding in Canterlot, Twilight thought the excitement was over, at least for a while. But when she wakes up to find the events of the past few days were a lie, she realizes just how wrong she was. Can she and her friends save Equestria from an enemy who has already won? Or will they remain trapped in the Hivemind?

Published 2012-07-18 05:14:07 UTC
Last updated 2014-11-06 20:23:47 UTC

Chapter 2

To Spike, the past two days were a blur. He had eaten far too many sweets at the reception, confident that any consequences would be Future Spike's problem. Unfortunately, the next morning's sugar-induced migraine reminded him that Future Spike's problems had a nasty habit of becoming his problems. Fortunately, after a day of much needed rest, the buzzing in his head had more or less disappeared, and he and Twilight were on their way back to Ponyville.

“That was some wedding, huh Twilight?”

The unicorn across from him didn't bother to look away from the passing scenery outside the train window to reply.

“It sure was.”

The two of them had the car to themselves, since Twilight had stayed a day later than her friends so she could look after Spike while he recovered (for which the baby dragon was grateful). Even so, they had barely exchanged a word since the wedding.

“Are you okay?” Spike asked, frowning. “You've been awfully quiet lately.”

“Sorry, Spike,” Twilight said, turning to look at him at last. “I guess I'm just tired. I'm actually kind of glad it's all over. Glad that we're finally going home.”

Home. Just over a year ago, it would have been unthinkable to call Ponyville “home,” but in the short time they had lived there it had become more of a home than Canterlot ever was. Twilight had certainly never had so many close friends before, and neither had Spike for that matter.

“It still feels kinda strange to call leaving Canterlot 'going home,'” Spike thought aloud.

Twilight turned back to the window, her response as short as it was cryptic.

“Home is where the heart is, Spike.”

In actuality, Papilia's thoughts were not on their upcoming arrival in Ponyville; as eager as she was to start operations there, there would be plenty of time to work out the specifics once she had settled in. The events of yesterday afternoon were far more worrisome to her at the moment. The dragon himself had been easy to fool; as soon as she started putting her heart into the impersonation he would be wrapped around her hoof. Her doppelganger, however, was proving more troublesome than even her mother had predicted.

How had she been able to break out of the Hivemind? In theory, it was impossible. There were hundreds of failsafes in the spell, put in place to help the dreamers accept the virtual world. No illusion was perfect, but just as in a real dream the victim would simply ignore the inconsistencies and fill in any missing details, making the dream seem far more realistic than it actually was. No, there was no way the unicorn could have woken up on her own. Unless...

A thought had been quietly nagging Papilia ever since the encounter in the alleyway. You put the spell on her yourself, it said. What if it didn't take properly? Papilia would never admit the possibility that an error had crept into any spell of hers, but the thought still gnawed at the base of her brain, taunting her.

And then there was the fact that the pony had seen through her Glamour. Though she had managed to maintain her composure at the time, this almost bothered her even more than the unicorn's escape from the dream world.

She really should have insisted that the pony be interrogated before she was returned to the Hivemind. This at least she could accept as her own fault. Intelligence gathering was a vital part of the changeling way of life, something her mother often underemphasized. Chrysalis may have been a master of deception, but that troublesome unicorn had still suspected her and had almost ruined the entire invasion, all because of the queen's lack of research. When Papilia became queen, she would overhaul the training program to focus on getting to know your prey. Who knew, if she handled Ponyville well enough she might get her chance even sooner.

A faint trail of concern wafted over to Papilia from the young dragon. Not as tasty or filling as love itself, but it still satisfied. She inhaled slowly, savoring what little flavor there was. Her mother had been right about one thing. Equestria was so full of love, even its dragons had some to spare. It was just the kind of place the swarm needed, especially at this delicate time. And Ponyville would be a prime location for the task Chrysalis had entrusted to her.

Home is where the heart is, indeed.

***

HIVEMIND

“I found her!”

The baby dragon's cry awoke the real Twilight Sparkle from her slumber. She shook her head to stop the ringing in her ears, and immediately collided with a hard surface. “Ouch!”

Somepony addressed her in a familiar, southern twang. “You alright, sugarcube?”

“I think so,” Twilight answered.

She could see very little of her surroundings. A patch of light near her eyes revealed Applejack standing near the library's bookshelves behind a bewildered-looking Spike. The rest of her vision was obscured by black, jagged shapes. Even worse, she could barely move. A claustrophobic panic set in, and she started to flail about, in the process again bumping her head against whatever surface was hemming her in. One of her front hooves connected with the shadows in front of her and toppled them, revealing them to be a stack of books.

“Whoa there, Twilight. No need to get all worked up. Let's just get you out of there, nice and easy, okay?”

Applejack extended a hoof to her over the pile of books on the floor. Twilight grabbed onto the proffered hoof and allowed herself to be pulled out. She looked back to see that she had somehow been stuffed into one of the bottom shelves of a bookshelf.

“What in Equestria were you doing in there, anyhow?”

“I was just about to ask you the same thing. I guess I must have fallen asleep while looking for a book or something, but the last thing I remember is sitting down to write up my schedule for this month, and then...” Twilight paused, staring off into the distance.

“And then? And then what?” Spike asked in trepidation. There was no response.

“Uh, Twilight?” Applejack waved a hoof in front of her friend's face.

“Huh? Oh, sorry, I was just thinking of a dream I had. More of a nightmare, really. Have you ever had one of those dreams where it seems really important at the time, but when you wake up you can't remember anything?”

“Sure have, but you won't see me frettin' about it. If it was really that important, you'll remember it eventually anyway. The important thing now is that we've finally found you.”

“I'll say,” said Spike. “We were starting to get worried that you ran away or got lost in the Everfree Forest or something.”

“Ran away? Just how long have you been looking for me?”

“Well,” said Applejack, “we first noticed you were missing yesterday afternoon. I say 'we,' but it was really Pinkie Pie that came and told us. We've been asking around for you ever since.”

“Yesterday? You mean I was asleep for a whole day?”

“It sure seems that way. You had us worried right sick. Spike here especially, since you didn't tell him you were goin' nowhere. I'm mighty relieved it was only a nap we had to worry about.”

“Some nap,” Twilight said wryly. “Although I was awake for almost two days straight on our trip to Canterlot. I guess I still had a lot of catching up to do.”

“I'm just glad Spike and I decided to check the library one more time in case you decided to come back. If we hadn't, we'd probably still be out combing the forest for you.”

Applejack paused as something occurred to her.

“Oh gosh. We ought to tell everypony we found you, so they aren't busying themselves all day over nothin'. You feel up to a bit of a walk?”

Twilight stretched out a foreleg to test its stiffness. Satisfied with the result, she nodded.

“I'm as ready as I'll ever be.”

“Great. Let's get a move on, then.”

***

Something was not right.

Indeed, something was quite wrong, but Pinkie Pie couldn't put her hoof on what. Twilight Sparkle was still missing, of course, but that wasn't it, not exactly. A missing friend was troubling, of course, but it was an ordinary, mundane kind of troubling. Ponies went missing all the time, even if most of them were foals that had simply lost their way. No, something somewhere was just fundamentally wrong.

Pinkie tilted her head to the side to see if that would help her think. It didn't, but it did make the grove of trees in front of her look slightly ridiculous. A mother bird landed sideways in a nest that clung absurdly to the end of a dangling branch. Pinkie giggled. Oh, well. She wasn't going to find out what was wrong by just standing here, that's for sure. Twilight didn't seem to be hiding in this meadow either. Maybe Fluttershy had found her by now? Not that Pinkie was too worried yet; it had only been a day, and, although she couldn't say just how, she had a feeling that the bookworm pony would show up again soon.

She laughed again at the mental image of Twilight as a worm. The whole metaphor didn't make sense at all if you thought about it. Even without her legs, Twilight would look more like a jellybean with a pony's head than a worm. Besides, real bookworms ate books. Twilight just read them. Well, sometimes she hit the books instead, though Pinkie had never witnessed this firsthand, but that wasn't like eating either. Pinkie tried to remember where she was going with this train of thought.

That's right, she was going to visit Fluttershy!

Pinkie bounced cheerfully in the direction of the Everfree Forest and the grass-roofed cottage that stood at its edge. As it came into view, she heard the sound of singing coming from nearby. Sure enough, as Pinkie got closer she saw Fluttershy flitting about, singing back and forth to a colorful flock of birds she was feeding from an oversized bag of seeds. Pinkie bounded forward to greet her.

“You really should eat more slowly,” Fluttershy was saying to a robin that was particularly overzealous in enjoying its lunch. “You wouldn't want to get a tummy ache.”

“Hiya, Fluttershy!”

“Eep!”

Forgetting that she was already flying, the pegasus pony attempted to jump six feet into the air. Pinkie had to jump backwards to avoid being hit by the hefty bag of birdseed as it fell out of Fluttershy's hooves.

“Oh, Pinkie Pie, you startled me. Um, are you okay?”

The pink pony just sat there staring at the bag of birdseed. It falling like that had come as a complete surprise to her. Normally she liked surprises, but she could not remember her Pinkie Sense ever failing her like this before. Nothing ever fell around her without her tail twitching, but right now it hadn't budged an inch.

Just like when Twilight fell, she reminded herself.

The memory had come out of nowhere, but how could she have possibly forgotten? There was one other time her Pinkie Sense hadn't activated when it should have, and that was the event that had set off this whole wild goose chase for a pony who was clearly a unicorn and not a goose. If today was strange, yesterday had been just weird.

She had gone to visit Twilight on a whim, but when she arrived she saw Twilight fall from the tree and disappear right before hitting the ground. Strangest of all, her tail had only started to twitch afterward.

Was this what she had sensed earlier, that her Pinkie Sense was misbehaving? That would certainly be the right level of wrongness. Come to think of it, she hadn't really sensed much of anything since her pinchy knee at the wedding in Canterlot. At this thought, a familiar feeling of light-headedness washed over her, as if her mind had decided that was enough thinking for the day, thank you very much. She realized Fluttershy was still talking to her.

“You must be in shock. Come inside and I'll get you a blanket and some nice calming tea.”

“Oki doki loki.”

Pinkie stood up and staggered for a couple of steps before collapsing against Fluttershy, fast asleep. Before the pegasus could properly react to this new development, a voice came over the adjacent hill, followed by its owner and her companion.

“And now we're at Fluttershy's already. Are you sure there isn't a secret set of shortcuts you've been leading me through?”

Applejack rolled her eyes. “I keep tellin' ya, Twi, this is how long it normally takes.”

“I know, but it feels like we just left the Carousel Boutique, and suddenly we're here.”

“You're probably still tired, and weren't paying attention to where we were going. You didn't even say goodbye to Spike earlier.”

“That's the other thing. I don't recall him volunteering to stay behind at the library at all. I only noticed he wasn't with us when Rarity commented on it. Am I really that out of it?”

“Oh look, Fluttershy's home,” Applejack said, changing the subject. “I knew she'd have to come back to take care of her animals. And Pinkie's with her too. Hey, Fluttershy, Pinkie Pie! We found Twilight!”

“That's wonderful,” Fluttershy said, still struggling to prop up Pinkie's dead weight. “I'm so relieved.”

“Uh, Pinkie Pie?” Applejack said, addressing her unresponsive friend.

“What's up with Pinkie Pie?”

“Um, well...”

***

Rainbow Dash hovered in the middle of Fluttershy's living room, her face the picture of skepticism.

“You're trying to tell us she fell asleep because you almost dumped birdseed on her?”

Fluttershy quailed under the force of the interrogation.

“Rainbow, calm down. She's just telling us what she saw,” Twilight interjected.

She then turned her attention to the yellow pegasus cowering in the corner of the room. Shooting a brief but meaningful glare back at Rainbow Dash, Twilight continued.

“It's alright, Fluttershy, nopony is blaming you for what happened.”

“Hey, I'm not implying she dropped it on purpose or anything. But you've got to admit, it is kinda suspicious,” retorted the cyan pegasus defensively.

“Indeed it is,” agreed Rarity. “I'm not doubting your story either, dear, but who ever heard of a pony falling asleep out of surprise?”

“I thought so too,” said Twilight, “so I ran some tests while Applejack went to fetch you. From what I can tell, I think she's been hypnotized.”

Five pairs of eyes glanced over to where Pinkie Pie lay asleep on Fluttershy's sofa.

“Hypnotized?” Rainbow Dash asked, somewhat bewildered.

“Yes, hypnotized. It's pretty apparent, actually. She––well, I should probably just show you. Fluttershy, would you go wake up Pinkie please?”

“Of course.”

Fluttershy assumed a position by the sofa as Twilight made her way to the kitchen. Applejack spoke up, stopping her at the doorway.

“I thought the problem was we couldn't get her to wake up.”

“Oh, we can wake her up alright. The problem is getting her to stay awake. You'll see.”

Twilight walked around the corner so that she was no longer visible from the front room.

“Okay, Fluttershy, I'm ready.”

Three confused ponies shifted their gaze from where Twilight had disappeared to where events were unfolding at the other end of the room. Fluttershy placed a hoof gently on Pinkie's head and whispered into her ear.

“Pinkie Pie, it's time to wake up.”

The pink pony yawned dramatically and groggily opened her eyes.

“Is it morning already, Fluttershy? Wait, what are you even doing here?”

She looked around at the assembled ponies. “What are you all doing here?”

She took one more look at the room. “What am I doing here? This isn't my room.”

“No,” Fluttershy agreed. “This is my house.”

“Oh yeah. I was just on my way to visit you to see if you'd found––Twilight!”

The lavender unicorn had emerged from her hiding place so that Pinkie could see her. The pink pony leaped to her hooves and zoomed over to where her friend was standing, wrapping the unicorn in a giddy embrace and swinging her in circles while Twilight flopped about like a rag doll. “Theyfoundyoutheyfoundyoutheyfoundyou!”

As her eyes began doing an increasingly convincing impression of a certain ditzy mail-mare, Twilight decided to snap the pink pony out of her overly enthusiastic greeting.

“Pinkie!”

Suddenly becoming aware of Twilight's discomfort, Pinkie bashfully stopped her spinning.

“Oops. Sorry Twilight. I'm just so glad they found you, I could––” Pinkie suddenly gasped and let Twilight drop to the floor.

“Twilight! You disappeared when my Pinkie Sense stopped working. You have to help me remember, Twilight, so I can fix my Pinkie Sense! You've got to help... me...”

Pinkie's head drooped onto her friend's shoulder, and she again fell fast asleep.

“And that's all we can get out of her,” Twilight said to Applejack, Rarity, and Rainbow Dash, who had stood slack-jawed throughout the entire performance. “Anytime she sees me or starts talking about her Pinkie Sense, she falls back asleep.”

“So what do we do now?” Rainbow Dash asked, confusion evident in her voice.

“I... don't exactly know. I've never tried to snap someone out of hypnosis before. I suppose we could––”

Twilight frowned, breaking off her sentence. She had been about to suggest going back to the library to do more research, but... against all her usual instincts, something was telling her that attempting to read now would only make things worse.

“And we're sure she didn't just bump her head on somethin', or she's just tired?” Applejack asked. “I mean, you were asleep all day yourself, Twilight. Maybe she just stayed up late looking for you.”

Twilight shook her head. “She had a five-minute conversation with Fluttershy after we figured out it was me making her fall asleep, and forgot the whole thing the next time we woke her up. I think there's more to it than her just being tired.”

Fluttershy nodded in agreement. “And I checked her for injuries when we brought her inside. Her eyes dilated properly, too, so she doesn't have a concussion either.”

“Well, she's fine as long as she doesn't see Twilight, right?” Rainbow Dash piped in. “We can just keep them apart until this whole hypnosis thing wears off, and it'll be like nothing's different.”

“Yeah,” Applejack said sarcastically, “except Twilight still won't be able to talk to her. Not different at all.”

“Maybe we should just let her sleep it off?” Rarity suggested.

“We don't know how long the hypnosis might take to wear off,” Twilight said. “It might not wear off at all, and she's still going to need to eat sometime.”

“Um, we could take her to see Zecora.”

The other ponies stared at Fluttershy, somewhat surprised at the suggestion.

Eyeing her timid friend incredulously, Applejack was the first to break the silence. “Huh. I never thought I'd hear you suggesting we go into the Everfree Forest, Fluttershy.”

“W-well, I am still scared of it,” replied Fluttershy, nervousness evident in her voice, “but if anypony can tell us how to get Pinkie Pie back to normal, Zecora can. She knows about all sorts of things from her travels.”

There were murmurs of assent from all present. Their Zebra friend had proven herself time and time again to be an invaluable source of advice when it came to obscure problems.

“Alright then,” said Twilight Sparkle, a glint of determination in her eyes. “Let's go visit Zecora.”

Chapter 3

The Everfree Forest was unusually dark and misty for such a sunny morning; the group of six ponies could barely see where they were headed. Twilight Sparkle led the way, lighting up the path in front of them with her horn. Applejack, who had volunteered to carry the sleeping Pinkie Pie, trotted along next to her, while the others followed close behind. Off to the sides, in the depths of the forest, everything was covered in an impenetrable, dark fog. Almost anything could be hiding in the shadows between the trees, and each pony was familiar enough with the type of fauna that made the forest their home that the gaps were filled in all too vividly with imagined glowing eyes and sharp claws.

The ponies marched on in an uncomfortable silence. The only sound came from Pinkie's gentle snoring; even their hoofsteps seemed muffled by the mist. At last, Applejack could take it no longer.

“I don't like the looks of this,” she said, breaking the silence. “All this fog... even for this place, 'tain't natural.”

“We can't turn back now,” said Twilight. “not without trying to find a cure for Pinkie Pie. We should be almost to Zecora's.”

“I do hope you're right,” said Rarity. “All this humidity is doing dreadful things to my mane.”

Rainbow Dash gave her a bemused look. “You're worried about your mane at a time like this?”

“One must look presentable when visiting acquaintances,” Rarity replied tersely.

“Look!” Fluttershy said excitedly, pointing in front of them.

Ahead, the forest parted to reveal a small clearing containing the hollowed-out tree Zecora called home. The ponies broke into relieved grins and picked up the pace until they stood in the clearing, tribal masks staring down at them from their various places outside Zecora's house. Twilight walked up to the old wooden door and knocked.

“Zecora, are you there? It's your friends from Ponyville. We kind of need your help with something.”

The door swung inward upon Twilight's touch, creaking loudly. The interior was dark except for a solitary firefly flickering in a lantern near the window.

"Zecora?"

Rainbow Dash poked her head through the open door and looked around.

"Huh, nopony's home."

"Maybe she's just out picking herbs," Twilight said hopefully, inwardly questioning why even Zecora would go out in a fog like this. "We should probably wait here until she comes back."

“Hold on,” said Rarity, walking up to where Twilight and Rainbow Dash stood. “What's this?”

With her magic, she tugged at a slip of paper underneath Twilight's hooves. Twilight hastily took a step backward and watched as Rarity floated the paper up to her face.

“It's a note!” the white mare said, eyes widening. “It must have fallen off the door.”

“What's it say?” asked Rainbow Dash eagerly as she and the others leaned in closer.

“Ahem. 'I've gone to visit a zebra friend. I should be back by the end of the month'? Oh, dear. I don't think we want to be waiting around that long.”

The ponies hung their heads in disappointment.

“I'm sorry, everypony,” Fluttershy said, retreating behind her flowing mane. “I dragged you out to this s-scary place for nothing.”

Applejack stepped forward. “It wasn't for nothing, Fluttershy,” she said in the most comforting manner she could muster. “It was a good idea. We'll just have to try something else is all.”

“Hold on a minute,” Twilight said. “Something isn't right here.”

“What do you mean?” asked Fluttershy, glancing around nervously at the darkness between the trees. “Do you hear something?”

“No,” said Twilight. “I mean I don't think that note was written by Zecora.”

“Well, who else could it be from?” Rainbow Dash asked. “It's not like anyone else lives out in the middle of the Everfree Forest.”

“True,” said Twilight, “but doesn't it seem odd that Zecora never told us about a trip this big? She could have at least mentioned it the last time she came into town, but she didn't.”

“Maybe it just slipped her mind?” Applejack suggested. “It's not like we see her much more than once a month anyway.”

“There's more, though,” said Twilight. “Look at the note. Whoever wrote it missed an obvious rhyme between 'friend' and 'end'.”

“They did!” exclaimed Fluttershy, pushing her face next to Rarity's to look more closely at the paper. “It should be 'month's end', not 'end of the month'.”

“So?” said Rainbow Dash, clearly not impressed.

“So, this is Zecora we're talking about,” Twilight said. “Practically everything she says is a rhyme. It's second nature to her. So why would she write a note that didn't rhyme when rhyming it would have been easy?”

“Okay,” said Applejack, “Let's say somepony else really did write this note. What for, and why would it be on Zecora's door?

“Hmm.” Twilight's mind raced. “Maybe Zecora did write it. Maybe she intentionally made it not rhyme so that if we visited we'd know she was in trouble.”

“Maybe you're just being paranoid,” said Rainbow Dash.

“Look,” said Applejack. “We don't have time to worry about whether Zecora might or might not be in trouble. We do know Pinkie needs our help. I vote we head on back to Fluttershy's to think up another plan instead of hanging around this spooky forest all day.”

“I am not paranoid! Why won't anypony listen to me? This is just like the changelings all over again.”

“Oh, is that what this is about,” Applejack said. “I thought you were being mighty suspicious of everything today. Look, I know we should have trusted you about Cadance and all, but we beat 'em already. You don't need to keep worrying that every little thing is a changeling plot to take over Equestria.”

“Yeah, there's no way they're coming back any time soon after we blasted them with the elements like that,” Rainbow Dash chimed in.

“I suppose you're right...”

Twilight thought back to the encounter. Had it really only been a couple of days ago?

The doors of the Great Hall in Canterlot slammed open, propelled by magic fueled with righteous anger. The Changeling Queen looked over, her smug grin melting as Twilight Sparkle and her friends strode with purpose, unaccompanied, into the room, the Elements of Harmony glittering around their necks.

“B-but how did you get past my clone army?” the Queen stammered.

“Never, ever, underestimate us ponies,” Twilight replied confidently.

The Queen quickly regained her composure. “No matter. So what if you managed to retrieve your little trinkets? I am still even more powerful than Celestia. You have no hope of defeating me.”

“You may have defeated the Princess,” the purple unicorn reluctantly agreed, sparing a painful glance at her mentor, now imprisoned in some sort of cocoon, “but nothing is stronger than the power of friendship. Ready, ladies?”

“Ready,” came the determined reply of the five ponies behind her.

The Queen began to chuckle, but her laughter soon turned to uncertainty, then fear as beams of multicolored light shot out from the Elements, converging on a point above the changeling's heart. She stood, paralyzed, watching as the dots of color expanded to encompass her entire chest. The lights grew larger and more intense as the ponies were lifted bodily in the air by swirling energy.

Twilight opened her eyes wide, and the entire room exploded with light.

Just before her vision whited out, she caught a glimpse of the Queen's shocked expression as their eyes met. Twilight would never forget those alien eyes, haunting, mesmerizing, yet terrified.

And far more familiar in the remembering than they had any right to be.

Those eyes had been in her dream this morning, she was sure, and although she had no doubts that the changelings would continue to haunt her sleep for a long time to come, the eyes in her dream had been different. Malevolent. In-control. There was also that feeling from earlier that she was missing something vitally important, but try as she might, she could not remember any more of the dream.

If she had not been so worried about Pinkie Pie and Zecora, Twilight might have dismissed this train of thought, but as it was, she needed to know, if just for her own peace of mind. She had never used a memory spell on herself before; the spell had been explicitly banned during all examinations at Magic School. Even when she used it to free her friends from Discord, that had only been because it was an emergency. Then again, she had never before so doubted the power of her own memory. She cast the spell.

The first thing she noticed was that the magic she drew upon seemed to come from a long way away, as if the spell she was casting was just an echo of some distant enchantment. Then a wave of information hit her, paralyzing her. She could faintly make out her friends swarming around her in concern, trying to speak to her, but no sound made it through, and her vision was soon overwhelmed by the headlong stream of images from her subconscious.

Her dream flashed by, but before she could even begin to make sense of it, other memories pushed it aside in quick succession. A little filly helping her doll finish its homework. A white stallion receiving the regalia of the Canterlot guard. A long-dead uncle with a cutie mark like Twilight's. A letter of acceptance from Princess Celestia's School for Gifted Unicorns. A baby dragon, sitting in half of his egg shell. A young changeling with eyes like her mother's...

Hold on. That last pony was from her dream as well, but this was a completely different memory. Twilight focused on the memory, willing it to show itself in its entirety.

The sea of changelings parted, and a larger changeling approached from deeper in Canterlot Tower.

“Oh, and you were all so close, too,” she said, faking a sympathetic pout. “You made it this far, only to be captured here, within sight of you goal. How deliciously ironic.”

Twilight and the others lacked the will to speak. They knew they were hopelessly outnumbered.

“But we mustn't deprive you of your peace of mind,” the changeling continued. “Here, let us tell you what really happened.”

The entire hall full of changelings glowed green with energy, and Twilight blacked out.

She awoke to the sight of herself striding triumphantly into the Great Hall. A part of her wanted to scream out that it was a trick, that it wasn't real, but that part was silenced by the unseen force driving the illusion.

Twilight managed to pull herself back to the present. She lay wheezing on the forest floor, her mind reeling trying to comprehend what she had just remembered. The tightness in her chest, the soft touch of the moss under her head, none of it was real.

“Twilight, are you alright?” Fluttershy asked the lavender mare.

Twilight picked herself up slowly. Her friends' worried faces followed her.

“I'm fine,” she said, “But I just remembered something terribly important.”

“What is it, darling?” Rarity asked anxiously.

Twilight hesitated. How could she possibly communicate the magnitude of what she had seen? How could she prove to her friends that their senses were lying to them?

On a sudden hunch, she raced into Zecora's abandoned house. The others followed her to the door.

“Are you sure you should be in there?” Rarity asked, watching with dismay as Twilight began haphazardly rifling through the contents of Zecora's shelves.

“It doesn't matter now,” the lavender mare shouted back. “Come on, come on, I know she has books somewhere in here... aha!”

Twilight flipped through the green volume she had discovered, her eyes glinting as they skimmed across each page.

“I thought so. They couldn't even keep the number of pages straight before. I can't believe I didn't notice sooner.”

“Notice what, dar–” Rarity began, then jumped as Twilight slammed the open book down right in front of her.

“Rarity, would you please read this for everypony?”

“Oh, well, if you say so.” The white mare cleared her throat and began to read. “Poison Joke is a ground-growing ivy with distinctive blue star-shaped flowers with a bell-like inner ring of petals. It is very playful, and should any creature come in contact with its flowers the pollen within will cling to the pony or animal, causing the humorous alterations in anatomy that give the plant its name. However, the pollen can be easily removed by––”

“Okay, that's good enough,” Twilight interrupted. “Now try reading the next page.”

“I still don't see why you can't just tell us what you remembered, but alright. 'Pridewort. This woody herb, commonly found,' uh, something, something, 'causing feelings of self-importance,' yada yada...”

“Beg pardon, Rarity, but I think Twilight wants you to actually read it, not just skim it.”

“I'm not skimming, Applejack, that's all I can actually read.”

“Whaddya mean, all you can read?”

Applejack ran her eyes across the page.

“What in tarnation?”

“Let me see that,” Rainbow Dash said, snatching the book. “Huh? It's all just random letters and stuff. Who would bother printing this gobbledygook?”

“No one would,” Twilight answered, relieved that the others were catching on, “because this isn't a real book. It's just a memory of a book. My memory. I haven't read that page, so the missing pieces are filled in with gibberish.”

“It looks pretty real to me,” said Applejack. “What's this memory-book o' yours doing in Zecora's hut anyways?”

“Because I remember Zecora having a copy of the same book. That's what I'm trying to tell you. All of this, the Everfree Forest, Ponyville, everything, is just an illusion created from our memories. I thought just Pinkie had been hypnotized, but it's all of us!”

At this statement, the growing tension in the room evaporated among half-hidden snickers. This was definitely not the reaction she was going for.

“Ha, ha, good one Twilight,” Rainbow Dash said, not even trying to hide her amusement. “What's next? Is Spike your imaginary friend? Is Princess Celestia secretly an alien?”

Twilight stomped her hoof. “I'm being serious! The changelings put a spell on us back in Canterlot, so that we think we're free when we're actually locked up somewhere.”

“You'll have to excuse us if we're a bit skeptical, darling,” said Rarity, “but it all seems rather far-fetched.”

“But... the book...” Twilight began to panic, looking at each of her friends' faces but finding only concern and confusion. In desperation, she zeroed in on Fluttershy.

“Fluttershy, you believe me, right?”

The yellow pegasus backed away, avoiding eye contact.

“I know you're worried about Pinkie Pie and Zecora, we all are, but I think Rarity's right.”

“Please, Fluttershy, try to remember...”

Twilight placed her horn against Fluttershy's temples. The yellow pegasus watched nervously as a spell washed into her forehead, but otherwise showed no change in expression.

“Nothing?” Twilight asked. Fluttershy shook her head.

Twilight stepped back, staring pensively at the floor, then groaned in realization. “Of course, the memory spell requires physical contact. We're not actually next to one another.”

“Uh huh.” Applejack stooped down to look Twilight in the eye. “I think this whole trip is getting to your head, Twilight.”

“I'm not crazy!” Twilight protested, so suddenly that Applejack jumped backward in shock. “Why is it that nopony ever listens to me when it's really important?”

Rarity positioned herself between the two ponies.

“She has a point, Applejack. Perhaps we have been too harsh on Twilight. Why don't we humor her this time, let her explain?”

“Humor me?”

Twilight shoved Rarity away roughly.

“HUMOR ME?”

Twilight panted, glaring at the ponies in front of her, who seemed genuinely scared at her outburst. She closed her eyes and forced herself to take some deep breaths before continuing.

“I'm sorry. But you have to believe me. This is very important. If that book couldn't convince you...”

Her eyes flashed open with newfound determination.

“...then I'll have to show you something that will. Everypony, follow me.”

Without another word, she pushed past the others and out into the open air. The remaining ponies gave each other puzzled looks before rushing off behind her.

At first, Twilight led them back the way they came, along the path. Soon, however, she turned off into the underbrush. The rest struggled to follow, at times only able to see the glow of her horn in the distance, half-hidden in the mist. Applejack, burdened as she was by carrying Pinkie Pie, had the hardest time, but all the ponies were relieved when they emerged from the shadows of the trees and found that Twilight had halted her headlong rush. Ahead of them stretched a very familiar-looking cliff, one which they had not seen since their initial journey to find the Elements of Harmony.

Twilight spoke as they approached, still facing the cliff's edge.

“When I 'woke up' yesterday, it was because I fell off the top of the library. That would have been when I disappeared. And if I was able to wake up once, I can do it again.”

Realizing what the lavender mare was suggesting, Applejack set down Pinkie Pie and hurried to Twilight's side.

“Now hold on just a moment. I'll accept something mighty strange is going on, but there ain't no way you jumping off a cliff is going to solve anyone's problems.”

“Yeah, Twilight, are you out of your mind?” Rainbow Dash interjected. “The first time we went in here I had to save you from falling off these cliffs, and now you want to do it on purpose?”

“It's not what you think,” Twilight said. “The conflict of inner ear signals from the motion should be enough of a stimulus to wake me up, just like it did before. I'm still amazed the hypnosis was able to obscure such a traumatizing memory.”

Applejack snorted. “I don't care about your scientific mumbo-jumbo, I'm not letting a friend of mine do something so reckless just to prove a point.”

“But--”

“No, Twilight. It's not a dream. If you jump off that cliff, you won't wake up. You'll just get hurt real bad, and I can't let you do that.”

Twilight looked falteringly at the orange mare for a second, then turned back to the precipice and tensed her legs. Before she could make the jump, Applejack tackled her.

“Get off of me!”

“No, I won't! Not until you promise to act sensible.”

Pinkie Pie stirred and mumbled something in her sleep.

“Pinchy knee. Something scary.”

“Did you say something, dear?” Rarity muttered, not daring to take her eyes off of Twilight and Applejack.

A peal of thunder racked the treetops, followed by the unmistakeable sound of rain. Twilight might have wondered at the the amazing realism of it all, if she wasn't so caught up in her struggle. Pinkie Pie, however, was jolted awake. Her eyes were immediately drawn to the commotion at the cliff's edge.

“Twilight! Applejack! What's going on? Why are you fighting?”

She rushed over to the two mares as they struggled on the ground, oblivious of anything else around them.

“Promise!”

“I said, get off of me!”

Applejack was not prepared for the magical force field that Twilight summoned to push her away. Neither was Pinkie Pie. The bubblegum-colored pony was thrown right off the edge of the cliff.

Before Twilight could properly react to what had happened, a rainbow-colored blur zoomed past her.

“I'll catch you!” Rainbow Dash shouted.

She streaked over the edge of the cliff and hurtled toward Pinkie, blinking the rain out of her eyes as she began to outpace the falling droplets. The pink pony's scream rang in her ears as she inched closer to Pinkie's flailing form. It was now a race between her and the ground as to who would reach Pinkie first, and Rainbow never lost a race. A cone of compressed air formed around her as she came within hoof's reach of Pinkie. She was going to make it.

Then, quite suddenly, the pink pony disappeared right before her eyes. Rainbow Dash was so surprised that she forgot to turn out of her dive until she realized it was too late.

Up on the clifftop, a tremendous boom shook the forest, louder than any thunderclap.

Rarity peered over the edge. “I... can't believe it,” she stammered.

“What?” asked Applejack and Twilight together. Fluttershy just stared, wide-eyed.

Rarity turned to face them, concern and disbelief etched onto her face.

“They're... gone.”

Applejack doffed her hat. Twilight looked horrified.

“But... no...” the unicorn said. “That can't be. This place isn't real. They can't be... be d--”

Twilight's head drooped dully onto Applejack's shoulder. “I'm sorry. I should have listened to you, Applejack.”

Applejack glanced uncomfortably at the purple unicorn. She knew she should really say something, but in the shock her mind was drawing a blank. Luckily, Rarity spoke first.

“Er, not that type of gone, darling. I mean they're gone gone.”

“Huh?” Twilight looked up, blinking back nascent tears.

“What do you mean, gone?” Applejack said, raising an eyebrow.

“They just disappeared. I can't see them at all.”

“Could you repeat that again?” said Twilight, ears perking up.

“They were near the bottom, and then they just... disappeared.”

A grin crept across Twilight's face as her eyes lit up triumphantly.

“I knew it! I was right after all!”

Before the others could react, she took a running leap over the edge.

“Twilight! NO!”

Applejack's cry rang in her ears as she plunged confidently into the abyss.

“I'll wake you up soon, I promise!”

* * *

The express train from Canterlot pulled into Ponyville station, and a unicorn and a dragon disembarked. “It's good to be back,” the unicorn said, stepping down from the platform onto the dirt road that led into town.

“You said it,” her companion replied. “I mean, Canterlot is great and all, but it's just not the same as it used to be.”

“No, it certainly isn't,” Papilia agreed, absent-mindedly trotting along. Not after what we've done with the place.

“Uh, Twilight?” Spike asked. “Where are you going? The library's that way.”

The disguised changeling stopped in her tracks. She knew this might happen eventually; borrowed memories were treacherous things, always confusing to sort out and prone to rejection by the host mind. She had hoped they would give her enough time to learn her way around town by herself, though. Apparently not.

“Uh, I just...” Papilia cast around for an excuse, and was relieved to see a pink pony bouncing down the street toward them. “I just wanted to talk to Pinkie Pie.”

Of course, it wasn't really Pinkie Pie. That annoying pony was safely back at Canterlot with the others. Their counterparts here were hoof-picked by Papilia from her own entourage. This was Number 4.

The disguised changeling caught sight of them. “Twilight Sparkle! Spike! You're back!”

A pink blur nearly knocked Papilia over, and Number 4 grabbed Spike's hand and shook it vigorously.

“I'm so glad you're back so soon! I was getting worried I would have to spend another day without two of my best friends. Just this morning, I was thinking that it seemed like only yesterday we left you in Canterlot, but then I remembered it was only yesterday, but that was still too long.”

Under the guise of taking a much-needed breath, Number 4 leaned in close and whispered discreetly into Papilia's ear. “We're meeting tonight, at Sugarcube Corner. Looks like a gingerbread house. You can't miss it.”

She straightened back out and reverted instantly to her previous boisterous performance.

“What I'm trying to say is, I really missed talking to you. Hey, I know, I can talk to you as you walk back to the library!”

“That sounds great, Pinkie Pie,” Papilia said wearily. Number 4 seemed to be enjoying her role a little too much, but at least she was staying in character.

“Okay, then!”

Number 4 led them off into town, hopping up and down excitedly the whole way.

“Oh, Twilight, you'll never guess what,” she said cheerily.

“No, I probably won't,” Papilia agreed.

“The party supplies arrived already!”

“The what?”

“You know, the party supplies.” The changeling shot Papilia a huge wink. “They're here already, crates and crates of balloons, ready to pop.” She suddenly stopped right in front of Papilia, her face as serious as she could manage while wearing her silly pink pony disguise. “Ready. To. Pop.”

Obviously annoyed at the blank stares she was receiving from Papilia, Number 4 continued to hop up and down in front of her, punctuating every bounce with another wink. The whole display was quite impressive, really. Papilia just wished she knew what the changeling was trying to tell her. Besides, you blew up balloons, you didn't pop--

Oh. Those “party supplies.” Right.

If those were here already, it would throw the whole plan off schedule. Papilia supposed she should thank Number 4 for informing her; it gave her time to think over the development before tonight's meeting. At least Number 4 knew enough to be subtle about it. Still, if this was her idea of subtle, Papilia was glad the dragon was so unobservant.

“Is there something wrong with your eyes, Pinkie?”

Oh, oak galls.

“Is that another one of your Pinkie Senses?”

Number 4 stopped bouncing and blinked a few times for real in Spike's direction before breaking into her best Pinkie Pie grin.

“It sure is! It means we're already here.”

The changeling pointed toward a nearby house built into an enormous tree. Papilia saw from the sign out front that they had indeed arrived at the Golden Oaks Library. She had no idea what a Pinkie Sense was, but the response seemed to have satisfied the baby dragon's curiosity. Papilia made a mental note to ask Number 4 about it later.

“Well, it was nice talking to you, Pinkie Pie,” the changeling princess said, “but I think Spike still needs some rest, don't you Spike?”

She surreptitiously cast a light spell on the dragon to make sure. She didn't need him sticking his snout into everything.

“I am kinda tired,” Spike responded obediently, struggling to hold back a yawn as he climbed onto Papilia's back. “But don't you need me to help around the library?”

“Oh, I'm sure I can manage. I need my assistant to be well-rested, after all.”

“Number one assistant,” Spike reminded her.

“Of course, Spike. Who else?”

Number 4 waved her hoof. “Okay, I'll see you two later.” With that, she bounded off down the street again and was soon out of sight.

Papilia carried Spike into the library and closed the door behind her with a sigh of relief. That had gone better than it could have, but she was reminded just how tenuous their current position was. None of them could afford to act so suspicious. One more thing to bring up at what was becoming a critical meeting indeed.

SKRAAWK!

Papilia looked up just in time for something small and fluffy to collide with her face and start clawing at every inch it could reach. The dragon on her back instantly sprung into action.

“No, bad Pee Wee!”

Spike caught ahold of the thrashing creature in his claws and pried it off of Papilia.

“I'm sorry about that, Twilight,” he said, struggling to keep Pee Wee from resuming its assault. “I don't know what's gotten into him.”

Papilia stared: the thing that had attacked her was a phoenix chick. That was probably the last thing she expected to find in a library. Then again, this Twilight Sparkle also kept a dragon as an assistant; Papilia was beginning to wonder if she knew that paper was flammable.

The dragon finally managed to restrain the bird so that it was no longer in danger of dragging him across the room. “Now, apologize to Twilight,” he instructed it.

The phoenix glanced over at Papilia with hostility. She remembered reading somewhere that phoenixes were one of the few creatures that could see right through a changeling's Glamour, and she could tell by the way it was glaring at her that it didn't like what it was seeing.

“Pee Wee...” Spike said sternly.

The bird relented, easing up its expression and letting Spike set it down calmly. It stood on the floor, making a show of nodding its beak in shame. Papilia wasn't fooled, but she managed to force a smile.

“I forgive you, little fella. Say, Spike, weren't you on your way to take a nap?”

“Oh, yeah.”

The dragon looked confused for a few moments, then started up the staircase to where Papilia assumed the bedroom must be. On the bottom step, he looked back to where the phoenix and the changeling stood, the latter grinning nervously at the disapproving chick.

“Are you sure you guys will be alright without me?”

“We'll be fine, Spike, I'm sure Pee Wee didn't mean it.”

“Okay, then, if you're sure.”

The dragon trudged up the stairs as Pee Wee and Papilia watched, following his path with their heads. The second he closed the bedroom door behind him, they snapped back to staring each other down.

“Okay, bird, you know my secret,” Papilia snarled. “I'm not really your master, or whoever she is to you. But you are still going to act like I am. Do you know why?”

The phoenix narrowed its eyes defiantly.

Papilia lunged closer, menacingly. “Because if you don't, there will be consequences. Dire consequences.”

She grabbed a feather quill off the nearby desk and incinerated it in front of Pee Wee's face with a rush of green flames.

“And because of your regeneration, I can administer those consequences over and over again. An endless cycle of suffering. Do I make myself clear?”

The phoenix nodded, cowed.

“Good,” said Papilia, straightening up. “I'm glad we had this talk.”

She smiled as the phoenix chick scurried out of the room, as fast as its little wings could take it. Mother was right after all. The best way to handle troublesome subordinates was to remind them who was in charge. She doubted she could bring herself to actually harm the bird, of course, but she couldn't let it blow her cover.

After all, she had an important job to do. It would be a shame to abandon the game now that all the pieces were on the board. And right now, the princess had a meeting to prepare for.

* * *

Twilight closed her eyes as she fell into the murky blackness. It was a meaningless gesture, of course–in real life her eyes were probably as wide open as everypony else's–but she would still prefer to not know when she was about to hit the bottom. Even though she knew she would wake up long before then, the fall was so realistic that the mere anticipation was bad enough. Any second now, she would find herself back in that dungeon-like chamber beneath Canterlot.

Any second now.

Twilight cautiously opened one eye. The sensation of falling was gone, but it had faded away gradually, unlike the jarring shock that had awoken her before. The blackness from her fall surrounded her completely in every direction, including back up towards what Twilight assumed was the edge of the cliff she had fallen from.

She realized she was standing up. She looked down at her hooves, but the ground, if there was any, was as black and unseeable as the rest of her surroundings. Her hooves, however, showed up as clear as daylight, despite the complete lack of a discernible light source. Was she still dreaming?

Her answer came almost immediately, as a fuzzy pink blur appeared to her left and quickly resolved into a pink pony bouncing toward her. Bouncing upside-down, that is, hooves rebounding off the nothingness at Twilight's eye level. Definitely still dreaming.

“Twilight! Is that you?”

“Pinkie? How are you–?”

“Oops,” Pinkie said as she reached Twilight. She performed a complicated pirouette in midair and landed right-side-up facing the purple unicorn. “That's better.”

“Um, Pinkie, I'm really sorry about--” Twilight began, but the pink pony interrupted her.

“Where are we? This place is fun!”

“Oh. I wish I knew, Pinkie; we should have just woken up, like I did last time. I didn't end up somewhere like this before.”

She squinted off into the darkness, seeing nothing else.

“If I had to guess, I'd say we're in some sort of limbo state where we've broken free of the illusions but haven't yet awoken from the shared dream.”

“That was a dream? That makes sense, because my Pinkie Sense wasn't working, and my Pinkie Sense never stops working but it only tells me if real things are about to happen and a dream isn't real, so it wasn't telling me anything.”

“That... actually does make sense,” said Twilight, impressed. “So, when you were falling asleep...”

A groan interrupted her from somewhere out in the darkness. The ponies quickly spotted a prone cyan form on the “floor” several meters below them. “Rainbow Dash!” they exclaimed in unison.

Pinkie immediately reoriented herself to face the pegasus and bounded down to her, performing a couple of somersaults along the way just because she could. Twilight decided on a more cautious approach; she discovered that she could float downward towards her friend just by thinking about it. She did, however, try an experimental loop-de-loop, and found that the sensation of standing on firm ground remained no matter which direction was “down”.

As they arrived at her level, Rainbow Dash stirred again. “Am I dead?” she asked groggily.

“No, silly, you're doing the limbo!”

Twilight rolled her eyes. “What she means is that we're stuck, somewhere halfway between the dream and reality.”

“So we really were all in a dream? That wasn't just you talking crazy?”

Twilight resisted the strong urge to groan aloud.

“No, it wasn't. Although I can't say I blame you for not taking me seriously. It was a pretty realistic illusion.”

“So if that was all a dream, how did we get here? The last thing I remember is almost plowing into the bottom of the gorge.”

“Well, you know how normally when you dream about falling, you wake up right before you hit the ground? That's because your body can't handle the stress and jerks you awake. When we each fell off the cliff, it woke us up for the same reason. Except we didn't actually wake up.”

Twilight started pacing back and forth, talking more to herself now than to Rainbow Dash.

“It was clearly enough of a shock to break us out of the illusion, so something else must be keeping us asleep. Furthermore, our minds are still connected. The changelings must have changed some part of the spell to make it harder to break out of, but what did they change? Did they just add another layer to the dream, or did they make it so that we stayed asleep no matter whether our minds broke free or not? Think, Twilight, think.”

She stopped in place and scrunched her face in concentration, horn glowing with magic. After a few moments, she aborted the spell with a cry of frustration.

“No, no, NO! If only I could use my real magic, I could analyze this place to figure a way out of here.”

“Do you want a cupcake?” Pinkie asked through a mouthful of pastry. “It'll give you lots of energy to think more.” She held out a brightly-colored cake for Twilight's inspection. The unicorn stared at it as if she had never properly seen a cupcake before in her life.

“Pinkie,” she asked hesitantly, “where did you get that?”

The pink pony swallowed loudly before continuing.

“I was starting to get a little hungry with all of this thinking, so I thought 'wouldn't it be nice if I had a cupcake right now?', and then there it was!”

She popped the entire pastry into her mouth at once, then held up her hoof once more. A different cupcake now perched on top of it, having appeared, as far as Twilight could tell, out of nowhere.

“Shee?”

“That's it!” Twilight exclaimed.

“What, cupcakes?” Rainbow Dash asked.

“No, the fact that Pinkie can make cupcakes appear. I figured out what this place is! We did break out of the illusion, so the only part of the spell that remained is whatever is keeping our minds connected. We are literally inside our own imaginations!”

“It seems kinda... empty,” Rainbow quipped.

“More like it's a blank slate,” Twilight corrected her. “Try imagining something, go on.”

“Okay...” Rainbow said hesitantly. She looked up in thought, and nearly instantaneously a large glass of something blue with a straw appeared in front of her.

“Awesome!”

She took a sip of the beverage. “Mmm, blue raspberry.”

“See?” Twilight said. “We can control this world, at least slightly.” She lowered her head into a frown. “But we're still trapped here.”

Pinkie walked over to investigate Rainbow's drink. “Shouldn't it be red?”

Rainbow looked up at her. “Uh, no? It's blue raspberry. It's one of the flavors they had at Canterlot.”

“But... raspberries are red! I think it should be red.”

On cue, the beverage turned a bright reddish pink.

“Hey!” Rainbow Dash protested. “That's my drink, and I want it to be blue.”

“Red!”

“Blue!”

Twilight watched as the drink changed color in rapid succession at every word. A lightbulb clicked on somewhere in her brain.

“Girls!”

The two ponies looked up. “Yes, Twilight?” asked Pinkie innocently.

Twilight continued. “I think I know how to get us out of here now. If I'm right, and the only thing keeping us here is that our minds our connected, then we just have to create a situation where the spell can't possibly keep them connected.”

“And if you're wrong?” asked Rainbow.

“If I'm wrong, we won't really be any worse off than we were. Even if we stay together here, we're still inside the hypnosis. This may be our only chance to break free.”

The lavender unicorn conjured a book out of the emptiness and placed it in front of the three ponies, open to a blank page.

“I want both of you to try to remember a page from a book you've read, without telling me what it is. Just a sentence or two will do. Did you each think of something?”

The two ponies nodded.

“Great! Now, on my mark, concentrate as hard as you can on that page being the page in this book. Picture how it will look, down to the last letter. And don't let your mind wander.” She looked especially hard at Pinkie at this statement. “Ready? Go!”

All three ponies scrunched their faces, concentrating. Twilight opened her eyes as far as she could without losing her mental image of a page from The Magic of Magic: a Unicorn's Guide. The text in the dream-book was swirling and changing, as if unsure of itself, and the book itself started rippling and bulging in a way much more suited to a water balloon than a book. Twilight redoubled her concentration, and the book could take it no longer. It suddenly froze back into its normal shape, then cracked in half like a sheet of glass, with a sound that could be felt rather than heard.

Except it wasn't the book that had cracked. It was as if the space containing the book had itself split at the seams. White hairline fractures spread outward rapidly in all directions.

The ponies opened their eyes just in time to watch the world shatter around them.

Chapter 4

“Let down some more rope.”

“That's all there is, Applejack,” Rarity called down to her friend.

Applejack scowled. She balanced halfway down the rain-slick side of the cliff, her lasso tied securely around her waist as a safety line.

“You know, you've climbed down this cliff before without a rope. I'm sure you don't need--”

“Consarnit, Rarity, that was when it wasn't raining, and we've lost three ponies already. I am not taking any more chances.”

Rarity bit her tongue.

“Now, go ask Fluttershy to look for some creepers to tie onto the rope to make it longer.”

“O-okay. Fluttershy, dear, could you—Fluttershy?” Rarity appeared again over the edge of the cliff. “Applejack, we may have a problem.”

“What is it?” Applejack called up.

“Fluttershy is missing. I don't see her anywhere.”

“Now? Hold on, I'll come help look for her. Keep holding the rope until I get up there.”

Applejack carefully retraced her steps, climbing back up the now-familiar hoof-holds that protruded from the cliff. They didn't have time for this, she berated herself. If there was any chance they could still help their friends, they needed to do so quickly. Applejack dreaded what she might find at the bottom of the cliff if they waited too long.

A scraping sound caused her to look up, and she was greeted by the bundle of rope as it fell past her, weighing her down where it was tied to her waist.

“Rarity! What did I just say?”

There was no answer.

“Rarity? Oh, no.”

Completely disregarding her own safety precautions, Applejack bounded up the side of the cliff, biting the rope off of her when its end snagged on a tree branch below.

“Rarity! Fluttershy!”

She reached the top of the plateau and looked around at the empty line of trees. Neither mare was anywhere in sight. Applejack's heart raced. Where had they gone? Had they seen something and run off into the forest, or worse, had that something seen them? Twilight had told her about the time a cockatrice had temporarily turned her into a living statue, and cockatrices weren't even the most dangerous creatures in the forest by far. If something had happened to her friends...

With a pang, Applejack realized she was alone. The sound of the rain, the shadows under the trees, the leaves blowing in the wind filled her with frightened, scattered thoughts. First your parents, now your friends, they seemed to say. And you're next. With an immense amount of willpower, Applejack managed to prevent her knees from shaking. Thunder racked the treetops, causing her to jump.

“Get ahold of yourself, AJ,” she said aloud. “Rarity and Fluttershy can't have gone far, you just have to walk into that forest and find them, then you can continue lookin' for... well, continue lookin'.” Her mind wandered again to what she might find at the bottom of the ravine, but she wrenched her thoughts back to the present.

Glancing at the deep shadows between the tree trunks, she gulped. The Everfree Forest was dark enough in daylight, but this rainstorm had blocked out what little sun there was. It would now be nearly impossible to navigate. There was no helping it, though. She took a breath and stepped forward.

“Applejack...”

The orange mare froze, the hairs on her back prickling. That voice! But it couldn't be...

“Who's there?” she gasped out, slowly turning to face the cliffside. Nopony was behind her.

Her head snapped back to face front. “It's just your imagination,” she reassured herself.

“Applejack...”

There was no mistaking it this time: the disembodied voice of Twilight Sparkle was emanating from the empty air right behind her. Applejack let out a terrified moan and bolted into the forest. When she had put a fair amount of distance between her and the cliff, she slowed down to a walk.

“Applejack...” the voice came again, causing her to halt.

“No, stop it,” she said, banging her hoof against a nearby tree. “Leave me alone. It's not my fault what happened.” She slid down to the forest floor and whimpered. “It's not my fault.”

Through tears, she saw a bright light that enveloped her vision. With the light came memories, memories of what the changelings had done to her, to her friends, to Canterlot.

***

Applejack opened her eyes to the sight of Twilight's face beaming down at her own. “You're alive!” the orange mare exclaimed, the full impact of her new memories hitting her.

“I am,” said Twilight, stepping back to let her friend up from the floor. “And so is everypony else.”

Applejack took in her new surroundings. Her other friends stood nearby, smiling as she got to her hooves. Light shone from above in the form of what looked like a miniature sun, most likely of Twilight's making. It allowed her to see the stone floor and an exquisitely carved statue of an alicorn behind them, but much of the room was still cloaked in shadow.

“Where are we?” she asked.

“Somewhere below Canterlot,” Twilight answered. “I'm not sure where exactly. This is where I woke up the first time as well. It's where the changelings were keeping us locked up.”

The unicorn pointed at a black lump on the floor Applejack hadn't noticed earlier. As the orange mare stared at it, it resolved itself into the form of an unconscious changeling.

“So you really were telling the truth,” Applejack said at last, staring at the changeling. “I'm sorry for not believin' you earlier, Twi.” Her face became serious and she gave her friend an admonishing tap with the flat of her hoof. “But don't ever do something like that again, y'hear?”

Twilight shuffled her hooves awkwardly. “I suppose jumping off a cliff isn't the best way to convince somepony of your sanity, is it?”

“Sanity, nothing. Do you realize how worried we were, when we saw you... when we thought you were...” Applejack couldn't bring herself to finish the sentence.

“Oh, right, that,” Twilight replied somberly.

There was an awkward moment of silence, broken by Rarity clearing her throat loudly.

“So,” she said, stepping forward towards Twilight. “Now that we're all awake, can we get on with the escaping part of our escape? I for one would like to be somewhere less dungeon-like, preferably somewhere where I can take a bath. That green stuff is all over my coat, and I just know it's going to stain.”

Applejack looked at Rarity's matted coat with lumps of green goo in it, then down at her own damp coat. “What is this stuff, anyhow?”

“That's right, you didn't get to see it,” Twilight answered her as she performed a spell that started to slowly melt the goo off of her friends. “The changelings were keeping us in these giant cocoons filled with a green fluid. I think it was supposed to keep us alive. They weren't exactly feeding us, and we didn't have any room to breathe. It must have been designed as an efficient oxygen-transport fluid. It's probably also very nutritious.”

She licked a drop off her hoof, then grimaced. “Not that you would want to eat it if you had the choice.”

“It tastes okay to me,” Pinkie Pie said as she stuffed a glob into her mouth. Then her eyes went wide. “Wait, never mind, delayed reaction,” she mumbled, and spit it out again.

Everypony laughed, including Pinkie.

“Oh, it's good to have you back, sugarcube,” Applejack said, wiping her eyes. “I haven't needed a laugh so much since Celestia knows when.”

“And it's good to have all of you back,” Pinkie answered. “I didn't even get to be in that dream with you girls 'cause the changelings didn't like my Pinkie sense.”

“Well, now we're all together again,” said Rarity, draping a freshly cleaned foreleg around Pinkie's neck.

“Oh, I missed you all so much,” said the pink pony, somehow pulling Twilight, Applejack, and Fluttershy into the hug with her free foreleg.

“Aw, you guys are even making me all emotional,” Rainbow Dash said, struggling to hide a tear. She joined in the group huddle.

The six ponies sat there in each others' embrace for nopony knew how long, just happy to truly be together once again. Nopony looked up, or they might have noticed the lone guard wake up and drag himself silently across the floor to the great double doors. Suddenly a shriek from the creature's mouth broke the stillness.

“The prisoners are escaping! Send the reinforcements! The prisoners are awak--”

Twilight's spell hit the guard squarely on the back of the neck, knocking him out again, but it was too late. Before the door slipped closed again, the ponies heard the cry being taken up by more changelings seemingly just outside. Rustling noises began to echo from beyond the doors, sending shivers down everypony's spine.

“Just how many guards did they leave for us?” Applejack exclaimed.

“I only ever saw the one,” Twilight said, “but I should have guessed there would be more outside.”

“It sounds like the whole army, though,” Rarity said.

“That's what it took to bring us down here in the first place,” Rainbow Dash pointed out. “They're afraid of us. They know what we're capable of.”

“Right,” said Applejack. “If we go down again, we're going down fighting.” She braced herself in preparation, watching as everypony but Fluttershy did the same.

The rustling continued to grow louder, soon resolving into the hoofbeats and wing flaps of what had to be hundreds of approaching changelings. Applejack's resolve faltered. At this rate, they would be overwhelmed for sure, but she resisted showing her fear for the sake of the others. Instead, she focused on the stone doors that stood between them and the changelings, preparing to spring into action at the first sign of movement.

Just then, Twilight's artificial sun went out. Her eyes still adjusting to the sudden darkness, Applejack saw Twilight's horn begin to glow as the unicorn strained as if lifting a heavy weight. Distracted now from the approaching enemy, the other ponies stared entranced as the aura of magic extended to the large alicorn statue behind them, re-lighting the area with a magenta glow.

“Whoa, nelly,” Applejack breathed.

Two things happened at once. First, the stone doors burst open, revealing a flood of changelings as the army poured into the room from the passageway beyond. Second, the alicorn statue detached itself from its base with a resounding crunch, and leapt of its own accord over the awed heads of the ponies, landing between them and the changelings with a boom that sent shockwaves up everypony's hooves. The lifelike statue pawed at the floor aggressively.

The foremost changelings hesitated, unsure of how to react, causing the row behind to crash into them. Then the statue charged, horn first, and the ranks scattered. The alicorn plowed straight through the doorway, sending the slower changelings flying as it cleared a wide path through the swarm.

“Follow. That. Statue!” Rainbow Dash called, and she raced after it.

Out of the corner of her eye, Applejack saw Twilight stagger. She caught her just before she collapsed and scooped her up onto her back, charging out of the room along with the others.

“Thanks, Applejack,” the unicorn said. “That took a lot out of me.”

“Don't worry, I've got ya, Twi. That was some mighty impressive spellcasting back there.”

“I wasn't sure I had it in me,” Twilight answered, “but I felt so full of energy all of the sudden. I don't think I'll be doing that again anytime soon, though.” She smiled weakly.

“Once was enough,” Applejack said.

They galloped past dazed changelings on their way up the passageway, which soon became a wide set of stairs leading upward. Ahead of them, the alicorn statue continued to charge through the retreating black shapes of the swarm.

“That thing's still bookin' it faster than a straw in a windstorm,” Applejack commented.

“I put a come-to-life spell on it, so it should keep going for a while since it was already so lifelike,” Twilight explained.

The statue turned a corner, momentarily plunging the ponies into darkness, before a crash echoed back to them, followed by the unmistakeable sight of daylight.

“We made it!” Pinkie Pie shouted excitedly.

“We're not out yet,” Applejack shouted, and she doubled her pace in a final push for freedom.

The ponies rounded the corner to the sight of a pair of marble doors blasted off their hinges and one oversized alicorn statue rearing triumphantly over the last few unconscious changelings and some trampled bushes.

“Woo-whee!” Applejack cried as Twilight dismounted from her back. “Twilight, you did it!”

“That was awesome!” Rainbow Dash said, flying over and slapping Twilight on the back. “Although you could have just teleported us out.”

“Not without knowing how far underground we were,” Twilight replied. “We could have reappeared fifty feet in the air, or worse. I'm still not exactly sure where we are.”

Fluttershy walked out onto the sunlit grass, giving the statue a wide berth. “Isn't this the Canterlot Sculpture Garden?” she asked.

“So it is,” Twilight said, seeing the rows of hedges and a nearby statue of a regal-looking pony surrounded by diamonds. “Where did we come from to end up here?” She looked behind at the doorway they had just exited. The entrance, a squarish marble building, looked unsettlingly like a mausoleum, and the surrounding hedges were positioned to make it difficult to see from the path. “Weird,” she muttered.

A changeling came hurtling out of the entrance, hissing angrily. Rarity intercepted it in midair with a kick that sent it flying with surprise into the hedge. A buzzing started up from the blackness beyond the doors; the changelings had apparently regrouped after their initial shock.

“Time to get going,” Rarity said as if nothing had happened. The others nodded in agreement.

Before they could step onto the path, though, a wall of green fire flared up in front of them.

“It's her!” Fluttershy shrieked. “It's the changeling queen!”

“Everypony, by me!” Twilight called out. They huddled together, and she focused her magic around them. With a pop, they winked briefly out of existence.

They reappeared in a heap on a bush not a hundred yards away. The queen was still clearly visible in the distance as the fires around her died down.

“Uh oh,” said Twilight quietly. “That should have taken us a lot farther.”

Rarity disentangled herself from the bush. “Quick, behind here,” she hissed, indicating a statue with a large base the perfect height to hide a pony.

They scrambled into cover, then peeked out warily to keep an eye on the changelings. The queen was talking to one of the changelings that had come out of the strange building. Though the ponies couldn't hear what was being said, they could tell from the queen's demeanor that she was not pleased by what she was hearing. The changeling gestured at the still prancing alicorn statue, which took the opportunity to buck the unfortunate creature into a hedge. The queen turned her gaze on the statue and struck it with a bolt of green energy from her horn. The statue went still, and cracked audibly. She blasted it again and again with the same spell, each time causing more damage. The ponies winced as they watched the statue be torn apart. The queen finished her assault, the statue now little more than a pile of gravel, and started to yell unintelligibly at the changelings lying scattered about on the grass.

“We should get a move on,” Applejack said.

“We can't go out there,” Fluttershy protested. “She'll see us.”

“Well, we have to do something,” Rainbow Dash said.

“I'm going to try winking us away again,” Twilight said.

“You sure you have the energy for that?” Applejack asked.

“I'll be fine,” the unicorn said. She concentrated on the spell with no particular destination in mind, just a desire to put as much distance between them and the changelings as possible. This time, the spell took them as far as the gates of the Canterlot Archives before petering out. The ponies breathed a collective sigh of relief.

“I think we're safe now,” Twilight said. She pointed between two nearby buildings. “If we keep heading that way, we'll get to the city limits, and then we can just follow the train tracks back to Ponyville.”

“And then what?” asked Rainbow Dash. “We just abandon Canterlot, and let the changelings take over? We can't keep running forever, Twilight. We've got to stand up and fight eventually.”

“Did you see what the queen did to that poor statue?” Fluttershy said. “There's no way we could fight somepony like that.”

“We once defeated Discord, the physical embodiment of chaos,” Rainbow countered. “I think we can handle a pumped up insect like her.”

“You're both right, in a way,” Twilight said sadly. “If we had the Elements of Harmony, we could defeat her easily. But the changelings have them now. There's not much we can do.” She sighed. “If only none of this had ever happened.”

Suddenly, Twilight's eyes widened in epiphany. “Of course! What if none of this had ever happened? We're at the Canterlot Archives!” She turned to Pinkie Pie. “Pinkie, are you thinking what I'm thinking?”

Pinkie gasped in realization. “The time-travel spell! I know just where it is!”

She and Twilight raced through the doors and into the Archives, not stopping until they were at the Star Swirl the Bearded wing. Pinkie dove headfirst into the nearest aisle of shelves, raising large clouds of dust as she made her way to the back.

“What was that about?” asked Applejack as the others caught up.

“Remember when I received a warning from myself about the future?” Twilight asked as she led them inside. “We can use the same spell I did to go back in time and warn Princess Celestia that Cadance is a fake! The changelings will never have a chance to take over Canterlot then.”

Rarity piped up. “I thought you told us that spell only works once?”

“It does,” Twilight agreed, “and even if it didn't, I'm too tired to perform the spell myself, which is why you, Rarity, will be the one to perform it.”

“Me? Oh, nonononono. I couldn't possibly--”

“You have to,” Twilight pleaded, “for the sake of Equestria.”

“But I've never so much as conjured a pin using magic. All I can do is find gemstones. You can bring statues to life, for Celestia's sake. I'm not sure I'll even be able to use a time-travel spell. My magic is no substitute for yours.”

“We have to try, Rarity. I'm positive you have it in you.”

“You... really think so?”

“I know so. Pinkie, have you found that spell yet?”

The pink pony popped cheerfully out of the aisle of shelves, bearing a yellowed scroll in one hoof. “Here it is! It was right where it was last time.”

She zoomed up to Twilight and handed her the scroll. “Oh, and I found this next to it,” she continued, pulling another scroll out of nowhere. “It had your cutie mark on it, so I thought you might want to look at it.”

Twilight raised her eyebrow and looked at the scroll. “My cutie mark?” Sure enough, she saw that the ancient-looking scroll was sealed with the same six-pointed pink star that was on her flank. She raised her other eyebrow in surprise. “What's my cutie mark doing on a hundreds-of-years-old scroll?” She tried to unroll the parchment, but it held fast. “That's odd,” she muttered, “there's a magical seal on it. It shouldn't be too hard to open, though.”

“Can you read that later?” Rainbow Dash called from the doorway, glancing back toward the front doors of the Archives. “We're kinda in a hurry here. It won't take the changelings that long to figure out where we've gone.”

“Right,” said Twilight, forcing herself to look away from the scroll. She unrolled the time spell and beckoned Rarity to come closer. “Okay, Rarity, this is the basic theory for time manipulation...”

***

A bright ball of light lit up the evening shadows of a park in central Canterlot, flinging leaves into the air and causing a family of birds to take off in alarm. As the light faded, the figure of a mare became visible in the center, stray electric sparks snaking across her body.

Rarity stumbled, dazed, out into the street, and shook her head to clear it. A tingling sensation on her scalp told her something was not right.

“My mane!” she cried. “What happened to my mane?” She couldn't get a good look, but the electricity seemed to have caused it to stick up at an odd angle. She began to nervously jitter her hooves, wishing desperately that she had a mirror, but she checked herself, taking a deep breath.

“No. I have much more important things to worry about now,” she reminded herself, remembering Twilight's warning that she would have only a few minutes at best to deliver her message.

She glanced up and down the street. The ponies of the past milled about, shopping or enjoying each others' company over a meal at a fresh-air diner, blissfully unaware of the imminent changeling invasion. Would any of them even listen to her, or would she simply come off as a madpony? She certainly looked the part. If only there was time to reach the palace and warn the princess in person...

She spotted a familiar face in the crowd. “Sweetie!” she shouted, running up to the filly and her two friends. “Am I glad to see you.”

“Oh, hey Rarity,” Sweetie Belle said, turning her head. “I thought you were getting stuff ready for the big wedding. Uh, what happened to your mane?”

“Never mind that,” Rarity said, impulsively trying to smooth it down with her hoof. “I have something very important to say.”

Sweetie nodded, her face serious.

“I know how strange this sounds, but you have to go tell me everything I am about to say as soon as you can. Can you promise?”

“Tell you? But you're the one--”

“Sweetie! Just promise.”

“Alright,” said Sweetie Belle uncertainly. “I promise.”

Rarity took a deep breath, then noticed her coat begin to glow again. Oh Celestia, not already.

“Repeat these exact words to me,” she said hastily, beginning to feel her body being dragged back to the present. “You must listen to Twilight Sparkle. Princess Cadance is really a--”

***

“--Changeling,” Rarity announced to the bookshelves. She looked around in horror at the expectant faces of her friends. “Did I really just do that?”

“What happened?” asked Applejack.

“Only the worst. Possible. Thing,” Rarity answered, pretending to faint into the nearest bookshelf. “I made it all the way to the past, and was talking to Sweetie Belle, but I got dragged back here before I could finish warning her.”

“Oh, Rarity,” Twilight said in sympathy, half reaching out a hoof toward her.

“And the worst part is,” Rarity continued, “I can remember Sweetie coming to tell me something the night before the wedding, but without knowing about the changelings I thought Twilight had put her up to it.”

“So it didn't work,” Twilight said as everypony hung their heads. “Now what do we do?”

“There's always this one,” said Pinkie, nudging the second scroll over to Twilight.

The lavender mare looked up. “I suppose we might as well try everything now. It was in the same section, so with any luck it will be another time-related spell.”

“At least we can find out why your cutie mark's on it,” Applejack said.

“All right, here goes,” Twilight said, projecting a beam of magic onto the star-shaped seal.

The reaction was surprisingly violent. The scroll rose into the air and hovered in front of her, beginning to glow with energy as it sucked magic from her horn. Twilight discovered with horror that she could not stop the spell: it continued to grow, enveloping her body in its magenta glow. Her cutie mark started to shimmer to match the glowing seal on the scroll. As the light became blinding, the seal exploded in a burst of white, throwing Twilight backwards into Pinkie Pie and Rarity. The scroll disappeared from view.

For a few seconds, everything was still.

Then the giant hourglass at the center of the room creaked loudly as the air around it began to warp and shimmer as if heated by a fire. A hairline fracture formed in the middle of the glass and spread outward with a grating crunch, splitting the hourglass in half vertically. The sand inside, freed from its confined shape, started to swirl around in a miniature tornado that blew scrolls off the dusty shelves by the dozen.

Twilight and her friends quickly stepped back as the vortex picked up velocity. The winds whipped their manes and expanded to nearly fill the open center of the room.

Then, just as suddenly as it had begun, all the magically-powered motion ceased. Having lost its momentum, the sand cascaded directly downward in a circle around the central plinth that supported the shattered remains of the hourglass. And standing on the exposed base was a bearded tan stallion, dressed in flowing robes and a pointed hat. He took a step forward, jingling as he moved.

“Hello, there,” the stallion called out jovially to the slack-jawed ponies below. Then, as an afterthought, he added, “what year is it?”

Chapter 5: The Stallion in the Hourglass

The pony standing in the remains of the broken hourglass cut an imposing sight. Stars bedecked the deep blue of his robes and hat, calling to mind the clear night sky, and light glistened off the bells sewn onto their edges. A stately white beard trailed down his chin almost to his hooves, and the wrinkles around his sparkling eyes spoke of a lifetime of knowledge and experience. He leaped down to the floor below, surprisingly sprightly for his advanced age, and addressed the still-dumbstruck ponies.

“Well, then, if nopony knows what year it is, let me ask something a little more direct. Which one of you summoned me here?”

Twilight stepped forward. “I guess that would be me,” she said nervously. “Is—is it really you?”

“And who else would I be?” the stallion said, grinning.

“Wait, wait, wait.” Rainbow Dash interjected. “You know this old fogey?”

Twilight whipped her head around indignantly. “Old fogey? Do you know who this is?”

“No,” said Applejack. “But I've got a feelin' one of you would be more'n happy to tell us.”

Twilight huffed. “This is only Star Swirl the Bearded, the most important conjuror of the Pre-Classical Era and the very pony this room is named after!”

“Thank you for that wonderfully succinct introduction,” Star Swirl said with a flourish, bowing down so that his hat touched the floor with a tinkle of bells. “Now, before we go on, there is one more thing I'm curious about. How exactly did you manage to summon me out of time?”

“I... don't entirely know,” Twilight admitted. “I didn't know what that scroll would do. I just opened it because it had my cutie mark on it.”

“A scroll with your cutie mark?” Star Swirl asked, bemused. “How very curious.”

“Yes. I would show you, but--”

Pinkie Pie cut in. “But it exploded into a flash of light, and then the hourglass exploded into a tornado! And then you were here, but you probably saw that part.”

“Indeed I did. Now, if you'll excuse me...”

Star Swirl brushed Pinkie aside to get a clear look at Twilight. He stared piercingly at her flank for an uncomfortable second as if seeing it properly for the first time, then broke into a good-natured chuckle.

“Oh, that's rich,” he said to himself, holding back more laughter. “I didn't think she would actually...”

“What's so funny?” asked Twilight, annoyed.

“That's an interesting cutie mark you have there, miss...”

“Sparkle. Twilight Sparkle. What's so interesting about it?”

“Do you know what it means?”

“Of course,” Twilight said, somewhat offended. “It's a bunch of magic sparks because my special talent is magic.”

“Ah, yes, I see it now. A spark of Magic. I was wondering what that was behind Clover's mark.”

“Huh? What are you talking about?”

“That pink star shape in front of your cutie mark, the part that should have been on that scroll you used, it originally belonged to a mare I used to know named Clover. You look so much alike, I wouldn't be surprised if you were her descendent.”

“Me, a descendent of Clover the Clever?” Twilight stared into the distance for a second or two in wide-eyed shock. “Do you really think so?”

She turned back to Star Swirl, but he was no longer there. She spotted him back at the side of the hourglass, inspecting the scattered glass and sand.

“Poor girl,” he said to the wreckage. “Let's fix you up, shall we?” He began levitating pieces back together. Wherever they popped back into place, a sizzling white light formed around the edges, leaving the glass whole and uncracked when it disappeared.

Twilight walked up behind him and cleared her throat. “Is there any way you could do this later?”

“Yeah, we're a mite pressed for time,” said Applejack, joining the conversation.

“Hmm?” Star Swirl looked up briefly from the hourglass, which continued to mend itself in the background. “Oh, yes, we were in the middle of something, weren't we?”

“Actually, we need to tell you about the chang--” Twilight began, but Star Swirl cut her off.

“Now, as to you being a descendent of Clover, I don't see how you couldn't be, with that mark. And if you could open that scroll to summon me out of time, you've inherited a lot of her power as well. She always did threaten she would make a spell to keep tabs on me. I didn't think she would actually succeed, though, even if I did teach her all she knew.”

This bit of news sent Twilight back into silent contemplation, leaving Applejack to voice her objections.

“Now, hold on. I'm a part of the Apple clan, so I've seen a lot of look-alike cutie marks in my day, but that's because we all care so much about the same family business. I've never heard of a cutie mark that was passed on from your ancestors when you don't even know you're related.”

Rarity nodded in agreement. “Why, even the noble houses in Canterlot only bear their coat of arms when they accept their destiny as heirs to the family name.”

Twilight let out a nervous laugh. “Funny you should mention that...”

Rarity stared at her friend. “Are you saying you're actually nobility, and you never even told any of us? All the times I've tried to get an 'in' with the Canterlot elite and one of my best friends was part of it all along?”

“You didn't think to ask that when I said I studied directly under Princess Celestia? Or when you found out my brother was Captain of the Guard?” Twilight quipped. “But no,” she continued more seriously, “the Sparkle family may have been involved in Canterlot for generations, but we've never been nobles in quite that sense. Now that I think about it, the star acts kind of like our family crest, though. My brother has one on his shield, remember? My parents don't have it, but one of my great uncles also had a star and shield like that. Come to think of it, he was in the Royal Guard too...”

“It's interesting how some things skip generations like that, isn't it?”

Star Swirl had apparently finished fixing the hourglass, and had now returned his attention to the main hub of the conversation. “While it is true that most cutie marks are not passed on in whole, Clover's has a singular history, one which I should recount when I have the time. But if I'm not mistaken, we have more important matters to discuss at the moment, namely the reason I was called here in the first place. If I know Clover, that spell would not have worked even for you unless some trouble was brewing.”

“Yes!” said Twilight, snapping out of her musings. “We can't keep getting distracted like this. Star Swirl the Bearded, you have to help us. Changelings have taken over Canterlot!”

Star Swirl stared impassively. “Go on.”

Applejack spoke up. “The Changeling Queen snuck into Canterlot and stole enough magic from Twilight's brother to weaken the forcefield he set up around the city.”

“Then the whole swarm attacked at once,” Rainbow Dash continued. “We tried to fight them off, but there were too many of them.”

“But the Queen was the worst,” said Rarity. “She single-hoofedly defeated Princess Celestia in combat using the magic she stole.” Star Swirl's eyes went wide.

“Oh, it was horrible, Mr. Star Swirl!” Fluttershy said, throwing herself at the stallion's hooves. “They've sealed everypony up in these giant cocoons to drain their energy. We only just escaped.”

Twilight picked up the narrative again. “That's why I came up with the idea to use your time spell to go back to the past and warn the Princess about the invasion, but, well, it didn't go as planned.” Rarity looked sheepishly at the ground.

“But now that you're here,” Twilight continued, her face brightening, “we might have a chance again. A master conjuror like you surely knows more than one spell for altering time, and –AAAH!”

Star Swirl had chosen that moment to blast her with a burst of blue magic from his horn.

“What was that for?” Twilight sputtered, shaking involuntarily from the tingling sensation in her limbs.

“Your coat is now waterproof,” Star Swirl responded simply. “You will thank me later, I'm sure. Oh, and by the way, it won't work.”

“Huh?”

“Time travel. It doesn't work that way. You can't actually change the past, especially not when it affects why you're going back in the first place. First law of chronodynamics.”

Twilight looked crestfallen. “I guess that explains why it didn't work last time either. I tried to warn myself not to worry about the future, but I ended up causing the disaster I was trying to prevent in the first place.”

“See?” said Star Swirl cheerfully. “Every change ends up as a stable time loop. Though it does make one wonder where the original message came from. I never have figured that one out.”

“So what you're saying is,” Rarity said, biting her lip, “No matter what we did, the outcome could never have been different from what already happened?”

“I suppose you could see it that way,” Star Swirl answered.

“Oh, that's a relief,” Rarity sighed. Everypony stared at her. “What? Here I was, worried that I had ruined the one chance we had at fixing this mess, and it turns out it wasn't my fault after all.”

“That doesn't change the fact that we still have to find some way of dealing with an army of changelings,” Applejack said.

“Yes,” agreed Star Swirl. “And a very remarkable army at that. Did I hear you say that their Queen defeated Princess Celestia?”

“Yes, she did,” said Twilight. “And she's only gotten stronger since then; it's like she's been feeding off of most of the trapped ponies personally.”

“This Changeling Queen,” said Star Swirl thoughtfully, “she wouldn't happen to be named Chrysalis, would she?”

“I don't know,” Twilight said. “She never told us her name. Why, do you know her?”

“I know... of her,” the stallion said after a pause. “This isn't my first encounter with what you would term my future. Am I correct in assuming that it is the second year since the return of Nightmare Moon?”

“That's about right,” said Applejack. “Have you really been here before?”

“That, my dear lady, is immaterial to the question at hoof, namely how I can aid you in defeating this group of changelings.”

Rainbow Dash sprang up into the air. “Now we're talking! I bet you're gonna send that Queen Chrysalis packing with some awesome battle magic, right?”

“Alas,” said Star Swirl, “I do have some magic effective against changelings, but if it is true that she defeated Celestia I am not sure I would be much help if Chrysalis confronts us herself. Best to avoid an open fight until we can overcome her power. However...” The bearded pony looked intently at Twilight. “I may be able to help you help yourselves. It cannot be coincidence that you were chosen to bear the Element of Magic.”

Twilight nearly fell backward in surprise. “How did you know I was the Element of Magic?”

“Didn't I say earlier? It's right there on your flank. Six stars, one bigger than the rest, and all of them shaped like the spark of Magic itself? It is obviously a representation of the Elements of Harmony awakening. You saying your talent was magic simply confirmed it.”

“Let me get this straight,” Rainbow Dash said, landing next to them. “You're saying Twilight's special talent, her whole purpose in life, is to be the Element of Magic?”

“It would certainly seem that way,” Star Swirl replied.

“That's actually pretty cool,” said the rainbow pony, gazing at Twilight with newfound admiration. “Not that I would trade in my lightning bolt or anything, but now I kinda wonder what a cutie mark for loyalty would have looked like.”

“Loyalty?” Star Swirl looked back and forth between the two ponies. “Do you mean to say that you are the bearer of the Element of Loyalty?”

“The one and only,” Rainbow replied smugly.

“Incredible! That's two of the six already here. That will raise our chances immensely.”

“Actually,” Applejack said, “we've all got Elements. Mine's honesty.”

“Generosity for me.”

“Hee hee, laughter!”

“Um, mine's kindness.”

“Well, well,” said Star Swirl, a huge grin creeping up his bearded face. “That certainly makes things easy. Not even an alicorn could stand against the combined might of the Elements of Harmony.”

“We already tried that, though,” said Twilight. “The changelings are guarding Canterlot Tower, where the Elements are kept. They captured us the moment we walked in the door.”

“Ah, but we've got something now that you didn't have then,” the stallion said. “Something they would never expect.”

Applejack raised an eyebrow in curiosity. “And what is that?”

The stallion winked mischievously. “Me.”

***

“Why did you save me?”

Star Swirl set down his quill and approached the figure that had just awoken on his bed.

“The same reason I helped you in the first place, dear friend,” the stallion said. “Because I still believe in you, Pendrax.”

The figure winced. “Please, don't call me by my real name.”

“And why not? It is a perfectly good name. And besides, you do not currently look the part of Gallant Night.”

The figure kicked the blankets off of himself, revealing a black shell that covered his body out to his hole-ridden hooves. He began to wail and struggled to sit up, while tongues of green flame erupted from random sections of carapace, completely failing to alter his appearance.

“No, no, do not move,” Star Swirl cautioned, gently pushing Pendrax back onto the bedsheets. “You are not yet well enough to get up, nor to transform. Your injury needs at least a few days to recover.” He glanced at the changeling's chest, where a jagged gash cut a star-shaped hole in the shell. “What were you trying to do, anyway?”

“It's my wife, Iris Blossom,” Pendrax said, reluctantly settling back down. “She is unwell, and I know I am the cause. I thought I could change, you believed that I could, but I can't fight my nature. Usually the host doesn't last his long, but her love is still draining into me, and it is killing her. So, I... well, I tried to let some of it back out. Love is stored in the heart, right?”

Star Swirl clapped his hoof to his forehead. “Pendrax, you foalish, foalish colt. I would have hoped that you knew that whole 'love is in the heart' thing is a metaphor, even for you changelings. The actual locus of emotion is in the... but perhaps it is a few centuries too soon. Suffice it to say, not only does love not work like that, you started worrying over nothing.”

“Nothing?” said the changeling in disbelief. “My wife is ill, and you call it nothing?”

Star Swirl looked him intently in the eye. “Do you expect me to believe that you do not return at least as much love to her as she gives to you? You still claim changelings cannot love, but the fact that you were willing to give up your life for hers says otherwise. No, Iris is not suffering from a loss of love. Could you perhaps describe her symptoms to me?”

“Well,” Pendrax began, “she has been getting weak and tired, as if she has no energy. More recently, she has been nauseous most of the day and has to lie down--”

“Erm,” Star Swirl interrupted, his face reddening slightly, “before we go on, I must ask you: have you two been, um, close, since this--”

“We're married,” Pendrax responded irritably.

“Yes, right. Then have you ever considered the possibility...”

If the changeling's eyes could have opened wider, they would have.

“Oh no. Oh no no no no. That isn't possible. Is it?” The changeling looked up at Star Swirl pleadingly.

“Stranger things could happen. You admit yourself that your relationship has gone on longer than most interactions between changelings and unicorns. There is no real data to say it is impossible for you to have a foal.”

“But then, the child... would it be half-changeling?”

“Most likely.”

“But, Iris doesn't even know what I am!”

“Then that is a talk you will need to have. I have helped with your deception so far, but it is high time you asked yourself whether it is necessary. You love her, do you not?”

“Of course.”

“Then you should tell her the truth.”

The changeling stared up at the ceiling in silent contemplation. Star Swirl sighed and rose to his hooves. He walked over to his desk and resumed writing in his notebook.

“Well,” he said, “you will have a few days to think about it. You aren't getting up anytime soon.”

“Star Swirl!” hissed a voice in the stallion's ear, shaking him out of his reminiscing. “They're on the move.”

Star Swirl glanced down from their hiding place on a parapet near Canterlot Tower. They had been waiting for the changing of the guards in the changelings guarding the gates, and that time was now.

“Right you are, Rainbow Dash,” he told the pegasus. “Now, watch and learn.”

He waited until the changelings who had been guarding the Tower were out of sight and the new guards were just settling in, then he took a running leap off the parapet. His cloak glowed with magic as he held it out like wings, and he glided right at the Tower, colliding forcefully with the front gates, kicking them open. Before the changelings had a chance to react, there was a flash of blue light, and then silence.

Rainbow Dash cautiously flew down next to one of the changeling guards, who had stopped moving, and tentatively waved a hoof in front of its unblinking face. When the changeling didn't respond, she beckoned for the others to follow.

The ponies walked into Canterlot Tower, gazing at the changeling guards, who had frozen in place where they stood, some of them with looks of surprise still on their faces.

“Aww, we didn't even have to sneak in,” said Pinkie Pie, dramatically removing a black catsuit. “I even brought my night-vision goggles.”

“What did you do to them?” asked Rainbow Dash, ignoring Pinkie and focusing her attention on a changeling which floated improbably in mid-flight, perfectly motionless.

“It's a spell to stop time, isn't it?” said Twilight, her voice tinged with excitement. “I knew it existed!”

“Indeed,” said Star Swirl, tapping another of the now-frozen changelings on the head. “But it is very limited. It can only work on a small number of beings at once, and even I cannot prolong the effects past their allotted time.”

“How long do we have, exactly?” Applejack asked.

“We have until this hourglass runs out.” Star Swirl gestured to the floating egg timer he had apparently conjured as part of the spell.

“Ooh,” said Twilight, examining it. “That was the amniomorphic spell you used to make that, right?”

“One application of it.” answered the bearded pony. “I always have had an affinity for timepieces.” He lifted one corner of his cloak, revealing the hourglass-shaped cutie mark beneath.

“Well, let's not waste any time, then,” said Twilight. She walked over to the large double doors at the end of the hall. She bent her head down so her horn faced the golden sun in the center of the doorway and shot a blast of magic into it. For a tense moment, nothing happened, but then lines of blue light traced out the sun and the other patterns on the door, bathing them all in brightness. Then the door opened, revealing the jeweled chest Princess Celestia had placed the Elements in.

“We did it,” Twilight said in awe as she picked up the chest with her magic and opened it. “We can finally put an end to all of--” She dropped the chest to the floor in horror.

The ponies all gasped. The Elements of Harmony were gone.

***

“Tell us again, what exactly is a Pinkie Sense?”

Five changelings sat in a circle on the top floor of Sugarcube Corner. Not that anypony who entered would see them for what they really were; to the outside world, they looked like a certain five ponies that lived in the town below. The one currently sporting a puffy pink mane took a deep breath.

“Pinkie Sense is what Pinkie Pie calls this sixth sense she has. It's kind of freaky, really, but she gets these spasms that supposedly predict the immediate future. I found out about it while researching her in the Hivemind, though it kept tripping the failsafe measures.” She looked up at Princess Papilia. “These aren't ordinary ponies we're impersonating, your highness.”

“It's a good thing we're not ordinary changelings, then,” the princess responded. “Anyling else uncover something unusual like that?”

“Nothing as weird as Number 4,” Number 5 spoke up, “but mine can apparently fly fast enough to create a sonic rainboom.”

“That's just a legend,” said Number 2, imitating Applejack's southern twang with moderate success. “Ah mean, an old mare's tale. Silly pony phrases.”

“Well, hopefully you won't be called upon to perform anytime soon. What about you, Number 6?”

The changeling impersonating Fluttershy smirked back at the princess and blew a strand of hair from its eyes. “Nothing too special about this pony, highness. She can barely even fly. Have to tone down my whole act just to walk across the street convincingly.”

There was a chorus of laughter from the other changelings.

“Ah still can't believe we chose you to be that pushover of a pegasus,” Number 2 said.

“Yeah, hilarious,” Number 5 said halfheartedly, eyeing the swiftly reddening Number 6 with trepidation.

“We all know that my role has nothing to do with how she acts,” the changeling said, surprisingly coolly given the purple flush visible on Fluttershy's face.

“Of course, 'Fluttershy',” Number 2 snickered.

“We'll have to wait a bit to get to the others,” Number 4 piped up quickly. “Number 3 is running late, and Number 1 is--”

“--Understandably quite busy, yes, I got your message earlier,” Papilia said. “Which brings us to the main point of this meeting.”

***

Mrs. Cup Cake trotted up the stairs, a tray of frosted cupcakes clamped carefully between her teeth. It had been a while since she had heard so much laughter coming from Pinkie's room, and she hoped her friends would all enjoy the surprise cupcakes she had set aside for them.

“I have been informed that the foals are hatching ahead of schedule,” came a voice from behind the door.

The odd comment stopped her in her tracks, her hoof halfway to the doorknob. She pressed her ear as close to the door as she could without dropping the tray.

“It's about time, too,” came Applejack's voice. “Love or no love, I'm not sure if I can deal with the antics of those three fillies for one more day.”

“I'll make sure to take care of them first thing tomorrow,” said somepony else. The voice was Fluttershy's, but Fluttershy would have never spoken in that malicious tone.

“Those aren't Pinkie's friends,” Mrs. Cake whispered angrily around the cupcake tray.

“No, they certainly aren't,” a voice behind her answered in a low buzz.

Mrs. Cake gasped, the tray falling from her open mouth. Before it could hit the floor, it was caught up in a sickly green aura. The voice spoke again as its owner resorted the jostled cupcakes on the hovering tray.

“Oops. Better be more careful. You wouldn't want to wake up the babies.”

Mrs. Cake didn't know what gave the newcomer the audacity to threaten her foals, but she prepared to give whoever it was a piece of her mind, her fear evaporating as her cheeks flushed in anger. She spun around on the spot, but when she saw who was speaking her words stuck in her throat.

The pony in front of her certainly looked like Rarity, down to the meticulously styled mane and diamond-shaped cutie marks, but there was something off about her, in addition to the appearance not matching at all with the voice she had just heard. It may have been the unsettling shade of green that marked the pony's magical field, but Mrs. Cake quickly rejected this idea. No, it was the eyes: Rarity's eyes were warm and expressive; these were cold and calculating, and behind them Mrs. Cake sensed a cruel enjoyment at her confusion.

“Who are you?” she managed to blurt out.

“Do you really want to know the answer to that?” not-Rarity said with an ironic smirk. Then, in a perfect imitation of Rarity's voice, “Do you, Mrs. Cake?”

***

Not thirty seconds later the door swung open and a beaming Mrs. Cake entered the room. “Do you girls want some cupcakes?” she said, balancing the tray on her outstretched hoof. “I baked them special for you.”

“Thanks, Mrs. Cake, I'd love some!” cried Number 4. She jumped up and grabbed the tray, stuffing a cupcake into her mouth.

“Now Pinkie,” Mrs. Cake said reprovingly as the changeling disguised as Rarity slipped through the doorway behind her. “I baked enough for all of you, so be sure to share them with everpony, dear.”

“Well, duh,” said Number 4 through a mouthful of cupcake. “I can't just keep all this sugary goodness to myself.”

Mrs. Cake smiled. You could never be too sure with Pinkie. “Just bring down the tray when you're done, then.” She watched as Number 4 began handing out cupcakes to the other changelings, then turned to excuse herself from the room, humming a little tune.

“Will do, Mrs. Cake, thank you,” Papilia called out after the retreating matron.

The changeling disguised as Rarity waited until the door was closed and the sounds of Mrs. Cake's footsteps faded into the rest of the house before speaking. “I apologize if this may sound harsh, your highness, but you all need to be more careful. If I hadn't intercepted her on the way upstairs and wiped her memory, she might have blown our cover to the whole town.”

All the changelings paused to watch as their princess locked eyes with the purple-maned mare. The ordinary changeling stared unwaveringly back, her expression serious. After a few tense seconds, Papilia closed her eyes, smiling.

“You are quite right, Number 3. We have all grown complacent in our mother's victory over the pony princess. We cannot forget that here we are among the enemy still.”

“But,” she continued, her eyes flaring open, “we must also remember that we are changelings. As long as we play our part, the element of surprise will always be on our side. I suggest that we all stay in character as much as possible from here on out, regardless of if we are alone. Agreed?”

The other changelings nodded. “Yes, your highness.”

“Good. Tomorrow I will meet with Number 1 and see about setting up a safe house for the hatchlings. The rest of you, keep gathering information. I want to know the whereabouts of every filly and colt of appropriate age so we can begin the changeover.”

The princess stood up and cleared her throat, putting on her best Twilight impersonation. “Now, if you'll excuse me, girls, I have a big day to prepare for and a baby dragon to put to sleep. Good night!”

With that, she walked out of the room and down the stairs. A few changelings released breaths they hadn't realized they had been holding.

“Do Ah have to eat it?” Number 2 whispered to Number 4, looking disgustedly at the cupcake she had just handed him.

Number 4 swallowed the remains of her own cupcake noisily. “I kind of like them, actually,” she replied. “They don't taste that bad, and they're all crumbly and mushy in your mouth. Besides,” she continued as Number 5 silently passed her his own untouched cupcake, “didn't we just agree we're all supposed to work on staying in character?”

“Food will still take some getting used to,” said Number 5. “But I guess it goes both ways. We can't taste their food, and ponies can't taste love, even though it's all around them. I almost feel sorry for the things. They don't know what they're missing.”

“Careful you don't feel too sorry for your prey,” warned Number 3. “Times are hard enough without sentiments like that floating around.”

She bit daintily into her own cupcake.

“We wouldn't want anyling to starve in the midst of such plenty, after all.”

***

“I just don't understand,” said Twilight, staring at the empty chest where the Elements should have been. Star Swirl frowned and closed his eyes, apparently in deep thought.

“Do you think, maybe Discord might have taken them again?” asked Fluttershy. She shivered at her own suggestion.

Twilight shook her head. “Princess Celestia assured me that he can't use any of his magic while he's trapped in stone, and nopony but the Princess and myself know the spell to open the vault normally.”

“What do we do, Twi?” Applejack asked.

“I wish I knew.”

Star Swirl stirred, seeming to have come to a decision. He nodded to himself before opening his eyes.

“Am I correct that Celestia is no longer connected to the Elements?”

“She did say something of the sort the last time we had to use them,” Twilight confirmed. “Is that important?”

“It does raise a possibility...”

“Yes?” Twilight said eagerly. “Tell us!”

Star Swirl chose his next words carefully. “It is said that the true Elements of Harmony come from within the hearts of their bearers. They can only truly be placed to rest where the bearers call home. So I must ask you: do you also call this place your home, or are your hearts someplace else?”

The ponies glanced at each other uncomfortably. As the rest looked toward Twilight expectantly, she was the first to say what they were all thinking.

“Ponyville. The Elements of Harmony are in Ponyville.”

Then a further realization struck. “And Discord never stole them in the first place, did he? They were back in the library all along!”

“What are we waiting for?” asked Rainbow Dash, taking to the air. “Let's grab the Elements and show those changelings who's boss.”

“Well,” said Star Swirl, rubbing his hooves together, “Your path seems to be clear.” He paused, as if remembering something. “Before you go, I have a gift for you, Twilight Sparkle.”

Twilight approached him, confused. The elder unicorn dipped his head, sending a wave of magic over her that glowed silver briefly as it touched her skin. She shivered slightly.

“What did you do this time?”

Star Swirl straightened up. “If you are to go to Ponyville, it may be wise to visit an old hideout of mine. This spell will guide your way there. There is an old journal there that might help you find the truth.”

“The truth about what?” Twilight questioned. “Won't you be able to show us yourself?”

“Alas, my time here grows short,” he said simply.

Before Twilight could request an explanation, the peal of a bell rang out around the room. The last grain of sand had reached the bottom of the hourglass. Whatever enchantment had been keeping the device afloat ended, and the hourglass fell to the floor with a clatter, rolling to a stop at Star Swirl's hooves.

“That can't be good,” said Rainbow Dash as the changelings in the room with them resumed movement, shaking their heads in confusion.

“And that's even worse!” said Pinkie Pie, pointing at the entrance. A large group of changelings stood in formation in the open doorway, far larger than the set of guards they had passed on their way in.

A changeling in a green helmet walked to the front of the group, smirking.

“I'll bet you were pleased with yourselves for how easily you bypassed the guards, weren't you? Her majesty had a thought you would return here, so we laid a trap.”

He stepped forward as his cohorts positioned themselves along the walls to flank the ponies should they try to escape. “This is the elite squadron, not like that rabble you fought in the catacombs. It's too bad your precious Elements are--”

Star Swirl, who had remained impassive as the changelings filed in, chose this moment to act. His spell sent the head changeling flying across the room, screaming like a foal. As the other changelings rushed in to avenge their leader, he whipped up a swirl of energy that trailed around him, knocking back any changeling it touched.

Twilight moved to join the fight, but Star Swirl shouted “Stay back! I'll take care of this myself.”

“I have to respectfully disagree,” Twilight said. “We brought you into this. It's our fight too.”

“Ain't no way we're going to let you have all the fun,” Applejack added.

Star Swirl smiled. “Fair enough.”

The changelings warily circled the group, looking for an opening. A few shot blobs of goo at the ponies, but these were stopped by Twilight and Star Swirl's magic. Changing tactics, the changelings all morphed as if on cue to the form of an orange pony with a straw-colored mane.

“Not this again,” said Rainbow Dash.

They're trying to fool us,” said Applejack, looking around at the dozens of copies of herself, “but it won't work this time, because they forgot an important detail that ya can't copy.” She reached on top of her head, only to make a startling discovery.

“MAH HAT! WHERE is mah HAT?”

“You haven't had it on you this whole time,” Rarity answered.

“Well that's just peachy,” Applejack said. “And when were you planning on telling me it was missing?”

“Why were you wearing that old thing to the wedding anyway?”

“Um, girls?” Twilight said as she blasted away an Applejack look-alike that had gotten too close. “Can we argue about this some other time?”

“Right,” said Applejack. “First we need to teach these changelings a thing or two about messing with ponies. Yeehah!”

She slammed her hooves into the nearest changeling, sending it flying. Rarity delivered a matching kick to the changeling next to it. “Take that, you ruffians!”

“Must be brave, must be brave,” Fluttershy whimpered as a group of four Applejacks bore down on her. Panicking, she did what she had done the last time she was in this situation: she protectively stuck out her leg in front of her and clamped her eyes shut. She could hear the changelings getting closer. Then, they were silenced by a noise like a party blower that was accompanied by a cool breeze that smelled of peppermint. Fluttershy opened her eyes to see the changelings lying unconscious in a heap of confetti and Pinkie Pie standing over them with her party cannon.

“Hey, Fluttershy! Aren't you having fun?”

“N-no, not really.”

“Aw, that's too bad,” said Pinkie Pie, frowning. “You should try to enjoy yourself, no matter what.”

“I'm supposed to enjoy beating up my friend?”

“No, silly, they're not really Applej—oof!”

One of the changelings caught her on the chin, sending her reeling back a few steps. Immediately, Fluttershy was in its face, her hoof pressing against its orange nose.

“You! It's bad enough that you stole Applejack's appearance, but you do not. Hit. My. Friends! You ought to be ashamed of yourselves, all of you. Now go home, and think about what you've done.”

The group of changelings on their side of the circle backed away from the yellow pony's piercing stare, then all turned tails and fled out of the room.

“Way to go, Fluttershy!” Pinkie shouted, clapping her friend on the back.

“Do you think I overdid it?” Fluttershy said, staring blankly at the empty space in front of her.

The other side of the room wasn't faring nearly so well. Star Swirl and Twilight, nearest the door and the largest herd of changelings, were doing all they could just to hold their own.

An exhausted Rainbow Dash landed next to Twilight. “There's just no end to them, is there?”

“I know,” said Twilight, sending another burst of magic into the sea of changelings. “At this rate...”

“Twilight, wait!” came a familiar voice from across the room. “That's not me!”

Twilight looked up to see Rainbow Dash speeding toward her. But, she was already talking to Rainbow Dash... Realization dawned as Twilight turned to see the cyan pegasus next to her grin from ear to ear.

“Took you long enough,” the changeling said, and it bucked her as hard as it could in the chest. Twilight sailed backward ten feet, right into Star Swirl's spell.

Time seemed to move slowly for Rainbow Dash. She put on another burst of speed as she watched her friend fall. The changeling was still standing in the same place; it only noticed Rainbow Dash as she slammed into it, knocking it out before the grin had time to fade from its face. But the damage had been done. Rainbow rushed over to Twilight's prone form as Star Swirl powered down his spell to do the same.

The stallion placed a hoof on the side of Twilight's neck. “She'll be alright,” he said in answer to Rainbow Dash's anguished expression. Twilight groaned.

“If only I'd been a little bit faster...” Rainbow Dash said.

“No,” said Star Swirl. “If you must blame someone, blame me. That spell is designed to protect a single pony, not to fight in a group. I've never been very good at teamwork, I'm afraid.”

“Are you alright, Twilight?” Applejack approached them, followed by the others. “I saw what happened.”

“I should be okay,” said Twilight, getting shakily to her hooves. She teetered for a moment, then collapsed again.

“Whoa!” said Rainbow, catching her head before it hit the floor.

“You shouldn't exert yourself,” Star Swirl admonished. “That spell is quite powerful.”

Something green and sticky landed on Star Swirl's horn.

“Blast,” cried the stallion as he swung back into action, charging his horn for another attack. However, the magic sparked and fizzled when it reached the changeling goo, and none reached the tip of the horn.
“No,” said Star Swirl, staring up at his useless horn.

More shots of goo came at the ponies; Rainbow managed to snatch Twilight out of the way of a particularly large glob, but Star Swirl was not so lucky: both his rear hooves were glued firmly to the floor.

“Uh oh,” said Rainbow Dash.

“Quick, get behind me!” shouted Star Swirl.

“What are you going to--” asked Applejack as she and the others dived into cover, but before she could finish the stallion grabbed the nearby hourglass with his mouth and flung it as hard as he could at the floor. A cloud of glass and sand collided with the changelings in front of them, freezing them in their tracks.

“As I thought,” Star Swirl said as Applejack, Rarity, and Rainbow Dash knocked out the few remaining changelings that had avoided the attack. “Just enough residual time energy for another few seconds.”

“Here,” said Twilight, gesturing at the goo on Star Swirl's hooves. “Let me get that off for you.” She charged her horn with magic, then winced. “Ow, my head.”

“There's no time,” Star Swirl said, glancing at the unicorn with concern. “Leave me. It's your job to go find the Elements of Harmony. I'll hold off the changelings as best I can. Now go!”

“But--”

“Go!”

With one tortured glance back at the trapped unicorn, Twilight allowed Rainbow Dash to fly her outside along with the others. They disappeared down an alleyway just as the changelings began to stir again.

The green-helmeted changeling picked itself up off the floor, shaking its head. It glanced around, looking for any sign of the escaped ponies. Then it spotted Star Swirl. “Oho. Not a complete loss, then. Just an exchange.” It grinned.

***

“Well, well, if it isn't Star Swirl the Bearded. What an unexpected surprise.”

Queen Chrysalis smirked at the pony before her. Star Swirl's legs were bound with fresh layers of sticky green goo, ans his horn was covered in the stuff. The helpless stallion looked tired as he stared balefully up at the Changeling Queen.

“It has been a long time, Chrysalis.”

“Indeed, you look older than ever.”

“Odd. You look even younger than last we met, and it has been longer for you than for me.”

“Not just younger,” said Chrysalis, grinning broadly. “Stronger. Even the most powerful wizard in history couldn't hope to defeat me now.”

“You flatter me. But yes, your power must be impressive if you managed to defeat Celestia in combat.”

Star Swirl glanced up at the giant cocoon hanging above the throne. Chrysalis followed his gaze.

“Yes, sometimes I surprise even myself,” she crooned. “Celestia won't be challenging me again. And you will suffer the same fate, unless you answer some of my questions.”

Star Swirl turned away as Chrysalis pressed her face close to his. “Where did they go?”

The bearded stallion remained silent.

“Very well,” said Chrysalis, straightening up. “If you won't tell me that, then perhaps you could put my mind at ease another way. You see, there was a prophecy.”

“Oh, no you don't. No spoilers.”

“Oh, so you have been to the future,” Chrysalis said. “I was wondering. How terribly convenient.” Star Swirl looked horrified.

“Now, see here--”

“Silence,” Chrysalis hissed. “Now, as I was saying, a long time ago, a zebra made a prophecy--”

“Oh, those zebras and their gifts of speech,” said Star Swirl, managing to crack a smile. “Prophecy, tongues—my favorite are the rhyming ones, how about you?”

Chrysalis fumed. “It is unwise to try my patience, Star Swirl.”

“You realize I'm still not going to tell you anything, right?”

Chrysalis gestured wordlessly to her guards, and they pointed their spear-like weapons at the restrained unicorn. “Oh, I rather think you will, time traveler. Now shut up and LET ME FINISH.”

Star Swirl went silent, glancing nervously down the shaft of the nearest spear.

“That's better. The prophecy went like this: 'When the princess is wrapped in green, and the sun rises at midday, then the Elements will fail, and one of changeling blood, with the love of a unicorn taken, shall overthrow all who would oppose her.' Now, what I want to know is, am I that changeling? Will the Elements of Harmony fall at my hooves?”

“Many seek visions of the future,” said Star Swirl, “but few need what lies therein.”

“I didn't ask for your cliché moralizing. Answer the question.”

Star Swirl sighed. Then, the corners of his mouth twitched into a grin. “You were wise to be worried about this prophecy, Chrysalis. I can say with certainty that it concerns you.”

Chrysalis clapped a hoof against the marble floor slowly. “See, that wasn't so hard, was it? Thank you, Star Swirl, that will be all.” She turned to her guards. “Take him away and put him in the Hivemind with the others.”

“Ah,” said Star Swirl, “I see we have a misunderstanding here.”

“Whatever do you mean by that? Surely you don't mean to take on my entire guard in your state?”

“No, I mean you cannot possibly imprison me any longer. My time is up.”

Pinpricks of light burst out of Star Swirl's body, piercing the goo and causing the guards to recoil away.

“What is going on?” stammered Chrysalis.

“Goodbye, old 'friend',” said the unicorn, now obscured by blinding light, “but time makes fools of all of us. I'll make sure to give my regards to your past self for you.”

There was a brilliant flash, and Star Swirl was gone.

***

“C'mon, Rainbow Dash,” Applejack called from the back door of the caboose. “You can do it.”

“That's the last of us,” Rainbow Dash said as she landed. She and Applejack dragged a wobbly Twilight aboard the train.

“I think I'm going to lie down now,” the purple unicorn said as she staggered into the compartment.

“Over here, darling,” Rarity said, patting the seat next to her. “There's a lovely divan with your name all over it.”

“Thanks, Rarity,” Twilight said with a smile, and sank gratefully onto the cushion.

“Do you think any of 'em saw us?” Applejack muttered to Rainbow Dash.

“Nah,” the pegasus responded. “It's getting dark, and all the changelings at the station got on before we did.”

“I'm not sure those were changelings,” Fluttershy said. “They looked more possessed than impersonated...”

As the other ponies talked, Twilight gazed out the window. Night was indeed falling, painting the landscape in rich violet hues. Even a few stars had wormed their way past the nighttime glare of the receding city. It was all so beautiful, Twilight could almost forget about what they had left behind in Canterlot. And yet, something about the sight bothered her, though she couldn't put her hoof on what. After a few minutes of pondering, she decided that the pounding in her head was more important, and allowed herself to drift off to sleep.

END OF ACT I

Author's Note

Yes, Act I. I plan on there being at least three Acts, depending on whether I want to break up the middle one more, so we're about one-third of the way through (hopefully it wont take a whole year per Act this time). I'm debating whether or not to make them separate stories, since I like the idea of having separate cover art for each act, but we'll see. Oh, and the chapters have names now. I may go back and rename the earlier chapters if I think of something suitably clever.

6: Where the Heart Is

The path out of Ponyville shook with a low hum as a colorful blur approached, reflecting the morning sunlight. As is sped past, the shape resolved itself into a certain three fillies riding in their usual makeshift vehicle. Scootaloo took the lead, fluttering along on her scooter and pulling Applebloom and Sweetie Belle behind her in the wagon.

“It was awfully nice of Fluttershy to invite us over to look after her new pets,” shouted Applebloom over the hum of Scootaloo's wings.

“I'll say,” said Sweetie Belle next to her. “I can't wait to see what kind of rare and unusual creature we'll get to take care of. I hope it's something really cute.”

Scootaloo grimaced. “Ugh. I hope it's something really cool, with fangs or claws.

“Maybe it's kittens,” suggested Sweetie. “They have claws, and they're cute.”

“Kittens ain't exactly 'rare and unusual,' though,” Applebloom reminded her.

“Oh yeah.”

“Well, whatever they are, we'll find out soon enough,” Applebloom said. “Hey, Scoots, are we almost there? We need to get back in time for Miss Cheerilee's class.”

Scootaloo turned her head and grinned at her two passengers. “Did somepony say they wanted to go faster? 'Cause that's what I heard.”

As they rounded the last corner, the pegasus filly put on an extra burst of speed. Her passengers gave a whoop as the scooter and wagon train launched off the top of the bridge in front of the cottage, remaining airborne for several seconds before landing and skidding to a halt next to Fluttershy's door.

Scootaloo removed her helmet and shook her mane out of her eyes. “Did you see that?” she shouted excitedly back to her friends. “That must have been like ten feet!”

“That was amazing, Scootaloo!” agreed Sweetie Belle.

“Let's do that again sometime!” said Applebloom, removing her own helmet.

Just then, Fluttershy's front door burst open, and a small stampede of animals rushed out, as if propelled from a cannon. They were swiftly followed by an irate yellow pegasus, who stopped short on the doorstep to vent her frustration.

“WHY WON'T YOU CREATURES LISTEN TO ME?” Fluttershy yelled, breathing heavily. One of the animals, a white rabbit, paused momentarily to stick his tongue out at her before continuing his escape.

Fluttershy huffed loudly for a few seconds before her eyes drifted over to her new guests, noticing their presence for the first time. Her demeanor changed entirely as she addressed the fillies, as though her previous outburst had never occurred. She pawed the ground abashedly.

“Oh, h-hello girls.”

“Hello, Fluttershy,” said Sweetie. “Is something the matter with your animals?”

“Oh, that?” Fluttershy said nervously. “That was nothing to worry about. I'm sure they'll come around in no time.”

“Are you sure you don't want us to round them up for you?” Scootaloo asked eagerly. “After all, we did come here to become...”

All three fillies took a deep breath.

“CUTIE MARK CRUSADERS ANIMAL CARETAKERS. YAY!”

Fluttershy winced at the volume of the fillies' enthusiasm, but she recovered momentarily.

“No, thank you, they'll come back on their own.”

“You did say you had some new critters for us to look after, though,” Applebloom reminded her.

“So I did,” Fluttershy said. “I have some very special creatures for you three to meet. Follow me.”

She led the fillies over to the far end of her yard, where a large collection of wooden crates were stacked neatly against the fence.

“Here we are, girls,” Fluttershy said, wrenching the side off of one of the crates with her hoof. “Meet your new friends.”

The three fillies peered eagerly into the dark enclosure. They were unprepared for what they saw. The three napping creatures inside looked more like insects than anything else, though they were much too big for that. Two spiky antennae stuck out like ears from each of their carapaced black heads. The rest of their body was wormlike, grey and slimy looking. The nearest creature batted a bright blue eye at the sun shining into it's home and yawned, standing up on four stubby grey legs in an unsettlingly ponylike posture. The fillies backed up instinctively.

“What are they?” asked Scootaloo, turning to Fluttershy.

A bright green flash diverted her attention back to the crate, upon which she froze in terror.

“What are they?” another Scootaloo parroted, a malicious grin on its face as it stepped out of the crate. Duplicates of Applebloom and Sweetie Belle appeared at its side, sporting the same look of cruel amusement.

“From this day forward,” Fluttershy said as the cloned fillies advanced on the originals, “they are you.”

She grinned as her eyes flashed an electric blue.

***

Smoke Stack snored softly as he slept, his rear hooves propped up against the ticket counter. The old stallion had been selling the train tickets at Ponyville Station for as long as he or anypony else cared to remember, morning 'til night, so he had learned to savor these moments of quiet. His trained ears picked up the sound of an approaching locomotive, and Smoke Stack awoke, cracking open his eyes as the train came to rest at the platform.

He swung his legs off the counter, wincing as his joints cracked, and trotted carefully out onto the platform, exchanging a brief word of greeting with the engineer as the younger pony leaned out the train window. The poor colt really needed to learn to get enough rest; his eyes were yellow with tiredness.

Smoke Stack smiled as the ponies began to exit the train. This was his favorite part of the job, getting to watch all the travelers as they passed through. This morning's fare consisted of a stallion sporting dark sunglasses and a colorful shirt, a few bleary-eyed mares, and, at the end of the platform, stepping down from the caboose... Smoke Stack had to blink a few times before he could believe what he was seeing.

“Miss... Sparkle?”

“Huh?” The lavender unicorn turned away from her companions to look in his direction. “Oh, hello there, Mr. Smoke Stack. How are you?” She waved at the others to keep moving.

“I can't say I expected to see you here again so soon, Miss Sparkle,” the ticket pony said, trotting over to her, “or any of your friends for that matter.”

“You don't say.”

Twilight glanced uneasily at the other ponies on the platform. “Well, here we are, back again,” she said, and let out a nervous laugh.

“It's just that I don't remember you leaving, is all.”

“We were at Canterlot a few days longer than expected, so we just got back,” Twilight said, again glancing past Smoke Stack at the other ponies. The stallion with the sunglasses was looking back at her. Twilight quickly moved so that the aging ticket pony stood between them.

“I must be getting old,” said Smoke Stack. “I could have sworn you were just here yesterday, returning from a different trip to Canterlot. Well, it's good to see you again, at any rate, Miss Sparkle.”

“Yeah.”

He turned to hobble back over to the ticket stand, and Twilight scampered over to where her curious friends were waiting.

“What was that about?” asked Applejack.

“I'm not sure,” Twilight answered truthfully, “but apparently, 'I' already arrived here yesterday.”

“Changelings,” hissed Rainbow Dash.

“That's likely,” said Twilight. “We should have known they would waste no time replacing us. Also,” she pointed at the stallion with sunglasses at the other end of the platform, who was now chatting conspiratorially to the engineer, “I think the hypnotized ponies might have noticed us, and it can't be long before they alert any changelings that are here already. We need to get to the library quickly.”

Her stomach interrupted by growling loudly.

“Heh, heh,” Twilight chuckled nervously.

“Maybe we ought to go to the library by way of Sugarcube Corner,” suggested Applejack.

“Now that you mention it,” said Rainbow Dash, “I'm starving.”

“Me too,” said Pinkie Pie, as Rarity and Fluttershy nodded in agreement.

“I guess it has been a while since we all ate anything,” admitted Twilight. “But I don't know. If there are changelings in Ponyville...”

“Come on, Twilight,” said Rainbow Dash. “You don't expect us to wield the Elements of Harmony and fight the forces of evil on an empty stomach, do you?”

“And what happens if we get to Sugarcube Corner and another Pinkie Pie is already there?”

“We show her that changelings aren't welcome here in Ponyville, that's what. In case you don't recall, we just defeated most of the changeling army three times in a row now; I think we can handle one measly changeling. Honestly, I'm not sure what this whole secrecy thing of yours is about. Don't we want ponies to know about the changelings?”

“Well, yes, but Queen Chrysalis still doesn't know we're here. If she got wind of where we are, I'm pretty sure she has enough power to just teleport here, and we are in no position to challenge her without the Elements. So, until we get ahold of them, we're going to have to be cautious about who knows we're here.”

“Oh, we should be fine going to Sugarcube Corner,” Pinkie said.

“How so?” asked Twilight.

“Because, today is Thursday!” Pinkie said.

“Uh...” said Applejack. “It is? How do you reckon? We were trapped in them cocoon things so long, I'd be happy if I knew what week it was, let alone the day.”

Pinkie sighed. “It has to be Thursday, because today is Sea Swirl's birthday, and I never miss anypony's birthday,” she said, as if this much was obvious. “But that doesn't matter. What does matter is that Thursday is my day off, so I spend the day saying hi to everypony in the marketplace.”

“And what makes you think a changeling you would be doing the same thing?” asked Rarity.

“Oh, Rarity,” Pinkie said, throwing a front leg around the mare's neck, “any changeling worth her salt would know a detail like that. In order to act like me, you have to be like me.”

“Ain't that the truth,” Applejack muttered.

“No, wait, that actually makes sense,” Twilight said. “The changelings will need to eat too, and what better food for changelings than all the friendship the town has for Pinkie?”

***

Surely there was better food out there, thought Number 4.

She was beginning to feel nauseous, surrounded as she was by all the happy thoughts directed at Pinkie Pie, more friendship than she could eat if she tried.

Junk food, all of it.

Friendship was filling, and in that sense she could consider herself lucky to be among the most blessed in this land of plenty, but there was more that a young changeling needed.

Love.

She could always go back to Sugarcube Corner, but she had outgrown the type of parental love the Cakes provided long ago. No, she was craving some good old-fashioned romantic love. And in this body, that was proving unusually hard to find.

“Hello, Pinkie!” said the umpteenth pony in a row.

“Hey, Sea Swirl,” Number 4 replied in a chipper voice. “Happy Birthday, by the way.”

“You remembered!” the surprised unicorn said happily. “I don't know how you always do that.”

“Neither do I!” said Number 4, entirely truthfully. She only knew of the fact because she had looked it up this morning from her Hive Orb. Knowing what Pinkie knew was a crucial part of the disguise after all, at least according to the Princess.

As Sea Swirl trotted away, a big grin plastered on her face, Number 4 caught the lively strains of somepony playing a saxophone down the street. Perhaps it was time to try some more drastic measures.

“Hiya, Noteworthy,” she said loudly into the blue stallion's ear. He sputtered in surprise at the pink mare who had popped out of nowhere next to him, causing the saxophone to emit an anguished yowl. He coughed a few times to clear his throat before replying.

“Hello, Pinkie.”

“That was some catchy music you were playing.”

“Uh, thanks,” said Noteworthy. He made to bring the saxophone back up to his mouth, but Number 4 pushed it down again.

“You must be thirsty after all that playing, though. Don't you want to come back to Sugarcube Corner and share a milkshake with me?”

“Thanks for offering, but I'm fine,” said Noteworthy, choosing to ignore the implications of that invitation. Number 4 could tell she was going to need to bring out the big guns.

“But don't you want to spend some time with me?” she asked, putting on her best pouting face.

“Uh...”

“Because I want to spend some time with you.”

Noteworthy began to back off. “No offense, Pinkie, but I don't actually know you that well.”

“Duh, silly,” said Number 4, grabbing him by the hoof and steering him in the direction of Sugarcube Corner. “That's why we should get to know each other better.”

Noteworthy glanced sadly back at his forgotten saxophone as he was being dragged away. “Why me?” he whimpered to himself, just loud enough for Number 4 to hear.

The disguised changeling spun around and looked him in the eyes with her most serious wide-eyed stare. “Because, Noteworthy, every time I see you and hear your music, I fell a spark inside of me, right here.”

She placed a hoof on his chest, over his heart.

“Do you feel it too, Noteworthy? Do you feel the spark?”

Apparently he did not, for he gave a frantic “I gotta go” before galloping off at full tilt, somehow remembering to grab his saxophone on the way. Number 4 was left blinking after him in the dust.

That could have gone better, she thought. At least he didn't scream like a filly like the others.

***

Twilight pushed open the door to Sugarcube Corner, the bell above it ringing to announce her presence.

“Hello, dearies. Be right with you,” Mrs. Cake called over the counter, watching as Twilight and the others filed in. As she turned back to the customer she was helping, the six companions seated themselves around a table near the window. Sugarcube Corner wasn't very busy today; apart from the customer at the counter, they seemed to be the only ones in the restaurant.

Mrs. Cake finished with her customer and cantered cheerily up to their table. “Now, what can I get for you six?”

“I think one of the big chocolate double-layer cakes will be good for a start,” said Pinkie Pie. “What do the rest of you girls want?”

Twilight rolled her eyes and gave her own order.

After Mrs. Cake had taken all their orders, she walked back into the kitchen, leaving them alone once more. As soon as she was out of earshot, Rainbow Dash spoke up.

“Do you think she's safe?” she asked, gesturing into the kitchen.

“I think so,” said Twilight. “All the hypnotized ponies I've seen, both the ones in the cave and the ones on the train, had a green glow in their eyes.”

“The sooner we get this over with, the better,” said Applejack. “I hate all this havin' to double-guess every pony we meet.”

“We'll get ahold of the Elements soon enough,” said Twilight. “Then we can defeat Queen Chrysalis and everything will go back to normal.”

They sat in silence until Mrs. Cake returned with their food. Pinkie immediately pounced on the cake, easily ingesting a third of it with one bite and splattering crumbs everywhere. Next to her, Rarity inched her chair over a few inches before biting daintily into her own violet and watercress sandwich.

“There you are, dears. Just let me know if you need anything else.”

Somewhere upstairs, a foal's voice let out a howl.

“Oh, dear,” said Mrs. Cake. “That'll be the twins waking up. If you'll excuse me...”

She rushed up the stairs, calling out “Mommy's coming!” as she went.

“Yep,” said Applejack, smiling after her, “definitely the real Mrs. Cake.”

She went to take a bite out of her sandwich, glancing absentmindedly out the window. Her eyes went wide. “Get down!” she cried, dropping the sandwich back onto her plate and pushing Pinkie Pie and Fluttershy under the table with her. The others quickly followed suit.

“What did you see?” asked Twilight.

“Look out the window,” Applejack said, “but carefully, so she doesn't see you.”

Six pairs of eyes peeked back up over the tabletop, eager to see for themselves what Applejack had spotted.

Outside, Spike and Rarity were walking along, the former holding an armful of boxes and bags. Rarity—no, not Rarity, Twilight reminded herself, glancing over at her real friend, who was also watching the scene in disbelief—the imposter Rarity leaned closer to the baby dragon waddling beside her. Through the window, they could just make out what she was saying.

“Thank you ever so much for helping me with my errands, Spike.”

“No—urk—problem at all,” Spike replied, shifting the precarious pile of packages in his arms to prevent them from falling.

The imposter turned away so that Spike wouldn't notice her flash a brief smirk. “You know, I've been thinking,” she continued sweetly. “You've been working so hard this morning. How about we take the afternoon off and have a picnic, just the two of us?”

Spike stopped in his tracks, the packages wobbling dangerously. “J-just the two of us?” he asked in disbelief.

“Just the two of us,” the imposter confirmed.

“Uh,” Spike said, his mind still struggling to comprehend what his ears had heard. “Wow. I mean, yes, of course! I mean, I'll have to ask Twilight if it's okay...”

“Oh, I don't think she'll mind,” said the imposter. “All the same,” she went on, now talking more to herself, and with a hint of annoyance that Spike didn't pick up on, “I guess we should get her approval.”

The two continued down the street, the baby dragon now with an extra spring in his step.

Applejack cautiously pulled herself back above the level of the table, peeking out at the retreating figures. “Well, now we definitely know that changelings made their way to Ponyville,” she said.

“This is bad,” Twilight breathed.

“I'll say,” said Rarity, stomping her hoof. “How dare that—that thing—make advances on our Spikey Wikey like that? The nerve!”

“It's six against one,” Rainbow said, springing into the air. “Seven if we count Spike. I say let's take her on now while we have the chance.”

She launched herself toward the door, but Applejack grabbed her by the tail, pulling her back to earth.

“Whoa there, Nelly. We can't just go charging around without knowing how many ponies they've replaced. Why, anypony could be a changeling in disguise. We already know they've replaced Twilight and Rarity. They've probably got doubles of all six of us, if not more.”

“Right,” said Twilight. “We can't rule out anypony. We don't even know if that was really Spike.”

“And we weren't the only Ponyville ponies in Canterlot this weekend,” Applejack continued grimly. Then she gasped in sudden realization. “Applebloom!”

“Sweetie Belle!” Rarity echoed, looking at Applejack, her eyes wide.

“Do you think they're still locked up in Canterlot with the others?” Applejack said, struggling to keep her voice from trembling.

“Twilight, we have to do something!” Rarity pleaded. “I can't bear to think of poor Sweetie Belle trapped in one of those slimy disgusting pods all this time.”

“I wish we could have saved more ponies when we escaped, I really do,” Twilight said sadly. “But we barely got out ourselves. We never even found out where they were keeping the others, other than Princess Cele... Princ...” Her words caught in her throat as she again pictured her mentor trapped in a chrysalis right over her own throne.

“Spike could be back at Canterlot too,” she said at last. “Although on second thought, the changelings might be keeping him around, since they feed on lo--”

Pinkie Pie's angry face popped up from under the table in front of her own, cutting her off. “Forrreeever,” the pink pony said ominously. Twilight had a strong urge to plant her face in her hooves and explain to her once again that everypony already knew about Spike's crush on Rarity, but instead she merely sighed and continued as if nothing had happened.

“We need to get the Elements back more than ever, but we're going to have to be sneaky about it. Rainbow Dash, you can fly up and act as reconnaissance. Use the clouds for cover, and alert us if any of our doppelgangers are approaching.”

Rainbow Dash gave a salute. “I'm on it.”

“Pinkie Pie, Fluttershy, when we get to the library I'll need you to distract the fake me long enough for the rest of us to grab the Elements.”

Pinkie, suddenly back to her cheerful self, clapped her hooves on top of one another. “You got it, sister. We'll give her a performance so splend-tacular, she'll be so distracted she won't even know she's you! Right, Fluttershy?”

“Um, if you say so.”

Twilight continued. “Applejack, Rarity, you and I will sneak in the back door while my doppelganger isn't looking. Are there any questions?”

The group of ponies shook their heads.

“Then let's do this.”

***

A few minutes later, a dejected-looking Number 4 plodded through the door and plopped her face down onto the counter.

“Pinkie Pie! Back so soon?”

“Hi, Mrs. Cake,” the changeling replied sadly.

“What's wrong, dearie? Did your friends leave you on your own?”

“No, but they might as well have.” She let out a loud sigh.

“Oh, dear,” said Mrs. Cake. “Sounds like something that needs to be talked about over ice cream.”

Moving with all the swiftness of years of experience, she whipped up a chocolate sundae and slid it in front of Number 4, who forced herself off the counter in a show of fake enthusiasm.

“Now, what is it that has you looking bluer than me?” Mrs. Cake asked gently. Number 4 paused, a spoon of ice cream halfway to her mouth, and came to a split-second decision.

“Colt troubles,” she answered truthfully.

Mrs. Cake's eyes glazed over for a moment. “Our Pinkie... colt troubles?” she mumbled at the point of incoherency.

Number 4 gave another sigh and stuck the spoon of tasteless ice cream into her mouth, enjoying the actual treat less than the thought behind it. Was the concept of her in a relationship really that unthinkable to everypony? It wasn't like Pinkie wasn't liked well enough.

“Um,” said Mrs. Cake, “have you talked to your friends about this? I mean, they were just with you a minute ago...”

“I don't think they'd really understand,” said Number 4. If anything, her fellow changelings would chew her out for being so picky, seeing as she was the best fed of them all.

Then the full implication of what Mrs. Cake had said hit her.

“Wait, when did you say you saw us?”

***

There was a loud knock on the library door. Papilia groaned, but she forced herself to put on a cheery face as she cantered over to answer it. “Coming!” she called.

When she opened the door, her smile melted into a look of confusion. “Uh, Pinkie Pie, Fluttershy, hello there.” She squinted inquisitively at the pair. “What brings you two here?”

“Oh, you know,” Pinkie Pie said, “we just wanted to see our good friend.” She smiled and blinked innocently at the Twilight look-alike.

“Right,” Papilia deadpanned. “In that case, why don't you come on in?”

“Uh, no,” said Fluttershy, perhaps a bit too quickly. “We can't.”

“Why not?”

“Because, uh...”

“Because we came to invite you to a party!” squealed Pinkie Pie. She grabbed Papilia by her front hooves and yanked her out onto the street, shutting the library door behind her.

“We did?” Fluttershy asked. Then she remembered her role. “I mean, yes, we did. We and the other girls are having a party over at the park, and it wouldn't be the same without you there.”

“The park?” asked a slightly dizzy Papilia as she extricated herself from Pinkie's grip.

“Um, it's more of a picnic than a party...”

“But that doesn't mean it won't be just as fun-tastic as a real Pinkie Pie party. I mean, what's a picnic without fun and games? Boorrring.”

“Uh huh.” Papilia had recovered from her surprise at being dragged from the library, and she leaned in close to Fluttershy, an inquisitive eyebrow raised. “Is this about the foals? Because if it is, I don't think this is the place to discuss--”

“Well then,” said Pinkie Pie, “let's stop talking and get walking!”

She started to half-drag Papilia down the street. The beleaguered changeling stretched out feebly in the direction of the library door, but was soon resigned to walking alongside Pinkie. Fluttershy, after glancing nervously up and down the street, followed them at a short distance.

Meanwhile, a Rainbow-maned head popped stealthily out of a nearby bush. Rainbow Dash gestured silently with her hoof toward the back of the library, and three figures snuck around the tree and into the back door.

***

“I don't understand it,” Twilight Sparkle said as she pulled a dozen books off the shelf at once, scanned their titles in dismay, and tossed them haphazardly onto the growing pile of rejects in the center of the room. “The Elements of Harmony, a Reference Guide, should have been right here somewhere.”

“Maybe it just got misshelved?” Applejack suggested.

“I hate to say it,” said Rarity, running her hoof along a shelf of books to keep track of which titles she had already read, “but we might have had better luck with Pinkie helping in here. She does seem to have a knack for finding books.”

“To be honest, Spike is the one who usually finds books for me,” Twilight admitted. “But I was positive it was around here somewhere...”

Rarity slammed her hoof into the shelf with a loud thump. “Ooh, that imposter of mine. Not only kidnapping Spikey-Wikey, but doing so at the most inopportune moment as well. When we find the Elements, I'm going to make sure to teach her a lesson.”

“When we find the Elements of Harmony, we're gonna teach all of them changelings a lesson,” said Applejack.

Suddenly, there was a crash as a rainbow-colored blur burst in through the window, scattering the pile of books as she landed in a heap in the middle of the room.

“Rainbow Dash,” Twilight hissed. “Are you trying to get us caught?”

“I don't think that's an issue anymore,” Rainbow said, hurriedly picking herself up. “They know we're here. We have to go, now.”

She gestured toward the back door.

Twilight's eyes grew wide at the news, but she shook her head. “No. Not until we find the Elements of Harmony.”

Rainbow pranced in place anxiously as Twilight pulled another group of books from the shelf. The pegasus opened her mouth to say something, but she was interrupted by a loud bang as the front door of the library slammed open.

Twilight's head turned at the sudden noise, and what she saw made her heart skip a beat: her double had returned, and she was not alone. Papilia walked into the middle of the room, flanked by copies of Applejack, Fluttershy, Rainbow Dash, and not one but two Pinkie Pies. The last Pinkie to enter the room shut the door behind her and stood in front of it like she was standing guard. Similarly, the changeling impersonating Applejack took advantage of everypony's shock to slip around them to guard the back entrance. Papilia herself used her telekinesis to close and lock the shutters on the windows, leaving the reading room in half-light.

The changeling princess stopped in front of Twilight's stunned form and looked her over.

“It really is you,” she mused. “I half expected you to try to escape again, but to think you got this far...”

Twilight finally found her voice. “What have you done to our friends?” she asked. “Where are the real Fluttershy and Pinkie Pie?”

“You mean you don't recognize them?” said Papilia. “Let me reintroduce you, then.”

She stomped her hoof twice in quick succession, and the ponies in question immediately sprang to her side, staring straight ahead into space. Now that they were closer, Twilight and the others could see the telltale green glow in Fluttershy and Pinkie's eyes.

“No,” Twilight mouthed.

“That's right,” said Papilia. “You may have somehow evaded my mother's grasp, but right now, I have the upper hoof.”

Wait, mother?

“Hang on, I remember you now,” Twilight said. “You're that changeling princess from before, in Canterlot Tower.”

“Who now?” asked Applejack.

“She's the one from the memory the changelings altered.” Twilight glared at Papilia. “The one that put us under that 'Hivemind' spell.”

“You actually remembered me this time,” Papilia said, impressed. “Yes, I am Princess Papilia, only royal daughter of Queen Chrysalis and heir to the changeling throne.” She gave a sarcastic curtsy.

Applejack snorted. “Hmph. I still don't rightly remember you, but do you remember who we are? We've taken on hundreds of you changelings before, and won. And now you've gone and invaded our home. Let's see who has the upper hoof here.”

Papilia stood absolutely still as the farmpony charged her, a smile on her face. Applejack planted her front hooves on the floor and spun around for one of her trademark applebucking kicks.

Before Applejack could deliver the hit, however, the hypnotized Fluttershy and Pinkie Pie sprang in front of Papilia, blocking her from attack. Applejack hesitated, balancing uneasily on her front legs, before losing her balance and toppling over sideways.

“Ah, ah, ah,” scolded Papilia. “I wouldn't do that if I were you. Not if you want your friends to remain unharmed.”

“That's cheating!” Applejack said, picking herself up off the floor.

“No,” said Papilia, “that's strategy. I knew you couldn't bring yourself to attack your friends, so I brought them along as insurance.”

“Why, you--” Applejack began, but Papilia ignored her. She let her eyes wander about the room, taking in the half-empty shelves and coming to rest on the books strewn about the floor.

“What were you doing in here, anyway?” she asked.

“What makes you think we'd tell you?” Twilight retorted.

“They were looking for the Elements of Harmony,” said Rainbow Dash.

Twilight, Applejack, and Rarity turned to stare at her in disbelief, but realization dawned at Papilia's next statement.

“Good work, Number 5. Although you should have alerted me immediately when you found out they were here.”

“I apologize, your highness.”

“You're a changeling too?” Twilight burst out.

Number five flashed her an apologetic grin and went to stand by the back door next to the changeling Applejack. Twilight quickly glanced at the other Rainbow Dash in the room, who was hovering over the front entrance. She had merely to notice the green glow in her eyes to convince herself that this was the real Rainbow Dash.

“So, the Elements of Harmony...” Papilia said, musing over the new information. “But those were back in Canterlot, weren't they? We were lying in wait at Canterlot Tower specifically because you were looking for them there. But then, why else would you have come all the way back here?”

As the changeling princess thought out loud, Twilight looked around the room for a way out of the situation. They could probably push their way past the changelings guarding the back door, but that would mean leaving half of the group behind, trapped in the changeling hypnosis, not to mention leaving the Elements of Harmony in the clutches of the changelings. There had to be some way to snap her friends out of it; she had no doubt the group could take on the changelings in a fair fight instead of this painful standoff.

“At any rate, I can't let you run around and ruin this mission for me. You've humiliated me enough already, Twilight Sparkle.”

With a wave of Papilia's horn, green flames erupted around Twilight, Applejack, and Rarity, congealing around their hooves into a now-familiar green gel, immobilizing them.

“Now,” said Papilia, “back into the Hivemind with--”

“Wait!”

The shout echoed in the silence that followed it. Everyone turned toward the source, which turned out to be Rarity.

“What do you mean, wait?” said Papilia, apparently shaken by this unexpected outburst.

“What do you mean, Twilight humiliated you?” countered Rarity.

“Are we really having this conversation? She knows what she did, and I'm not about to let her--”

“Actually,” Twilight interrupted, desperate to stall for any time she could. “I'm not sure I do know. Are you talking about how I escaped you long enough for Chrysalis to recapture me? Because that seems kind of petty...”

“That's Queen Chrysalis to you!” Papilia said, her voice rising. “And not only did you escape me, you escaped the Hivemind spell I wrote for you, twice now, and saw through my Glamour right in front of my mother. I had a perfect record with illusions before you came along, you know. If you still think that's petty--”

The changeling disguised as Applejack spoke up. “Temper, your highness.”

“Yes, thank you Number 2.” Papilia took a deep breath and sighed. “I don't need to get worked up over this. Soon they'll be out of our manes and back in the Hivemind, where they can't interfere with our mission.”

“Would that be the same Hivemind that you say Twilight keeps breaking out of?” asked Rarity. “You'll excuse me, dear, if I don't think that's the best strategy.”

Papilia deflated. One of her eyes developed an involuntary twitch.

“Now,” Rarity continued, the floor hers, “you could put us back in the Hivemind spell, and we'd just break out again, further humiliating you in front of your subordinates...”

“Or?” prompted Papilia.

“...Or, you could redeem yourself. I propose a duel between yourself and the real Twilight Sparkle.”

“What?” Twilight shouted.

“Interesting,” Papilia said, having regained some of her composure. “And I suppose you want me to let you all go if she wins?”

“Naturally,” answered Rarity.

“And when she loses? I don't see how I can possibly gain from this. I already have you at my mercy.”

“If she loses,” Rarity said, “Twilight will tell you how we were able to escape the Hivemind so easily. You will never have to worry about our freedom again.”

“Rarity, what are you doing?” Twilight whispered, leaning in close as Papilia silently considered the proposal.

“Trying to buy us some time. Just concentrate on defeating her for now.”

“Don't I get a say in this?”

“You're the only one who really stands a chance taking her on. Besides, her grudge against you is the only reason she's even considering it right now.”

“And what happens when she figures out I don't actually know why her spell didn't work right on Pinkie and I?”

“If you beat her, it hopefully won't come to that.”

“I've decided,” Papilia said suddenly, startling them. “I accept your duel.”

The bonds holding the ponies dissolved, and Rarity and Applejack were tossed unceremoniously across the room by the changeling's green aura, which coalesced into goo again when they hit the floor.

“Now, make your first move,” Papilia said to Twilight, who was still in shock from the sudden turn of events. “Too slow. I'll start then.”

A beam shot upward from her horn, causing a dark vapor to swirl outward and cover the ceiling. A low rumble sounded as the raincloud took form. Twilight stumbled back, away from her opponent. A bolt of lightning struck where she had just been standing, leaving a blackened scar on the floor.

Twilight stared at the burnt spot for a second before her mind finally kicked in. Before another bolt of lightning could strike, she shot a spell at the cloud which froze it into ice. The now solid cloud crashed to the floor between the combatants, shattering into pieces. Twilight immediately levitated as many shards as she could and flung them at Papilia, who charged her magic to protect herself.

The shards of ice vaporized upon touching Papilia's defensive spell, and when the mist touched the other pieces of ice on the floor they too became vapor, so that the whole room was soon shrouded in silvery fog.

Twilight lit her horn and peered into the whiteness, trying to regain her bearings. Papilia, and indeed the rest of the library, was nowhere to be seen, hidden behind thick sheets of mist.

“Not bad,” came the changeling's voice from behind her. “But you'll have to do better than that to beat me.”

Twilight spun around and shot a flare in the direction of the voice, only to be met with laughter from a completely different direction.

“You didn't honestly think I would give away my position so easily, did you? Thank you for giving away yours, though.”

Twilight jumped as a blob of goo flew past her, missing by inches. She grabbed a book off the ground and flung it in the direction she thought the attack had come from, clearing a temporary path through the cloud which revealed nothing but an irritated Rarity, rubbing her side with her one free hoof where the book had hit her.

“Ouch! Twilight, you're supposed to be aiming at her, not us.”

“Sorry,” said Twilight, “but I can't exactly see very well at the moment.”

She watched as the mist closed back around Rarity. The book may have been misaimed, but it had given her an idea. Quickly gathering up as many books as she could in her telekinesis, she began to spin them around herself, enclosing herself in a cylindrical shell of ink and paper. A green fireball hurtled towards her, but it merely hit one of the books, fizzling out into a green stain on the cover.

Twilight was pleased to see the fog in her immediate vicinity lifting. She widened the circle of books, blowing the fog to the edges of the room and revealing a surprised Papilia by the library entrance. The changeling princess had time for a mouthed “What the...?” before two dozen heavy books slammed into her, knocking her backwards through the door and out onto the dirt road beyond.

Twilight was quick to close the distance between them, running after her into the sunlight. Papilia recovered quickly, springing to her feet at the sight of the unicorn chasing after her.

“You really want to take this outside?” Papilia asked, trying to sound unimpressed but failing to hide the trembling in her voice.

“Of course I do!” said Twilight. “Those are my books in there. Who knows how much damage you've already done to them with all that moisture.”

“Fair enough,” said Papilia, turning her head nervously in all directions.

“Wait a minute,” said Twilight as she continued watching the changeling's antics. “You aren't afraid that somepony will see us and figure out you changelings are here, are you?”

“Of course not,” said Papilia, taking one last look down the road to convince herself nopony was there.

“Because that would bring an end to your evil plans pretty quickly, wouldn't it?”

“Evil? You don't even know what we're doing here.”

“Let's see,” said Twilight, holding a hoof up to her chin in mock concentration. “So far you've destroyed my home city, ruined my brother's wedding, kidnapped Princess Celestia, stole my identity, and brainwashed my friends. Yep, sounds pretty evil to me.”

“If it makes you feel better, sure, changelings are totally evil,” said Papilia. “It won't make a difference what you think once I defeat you.”

“And you're so sure you can do that how?”

“Please,” said Papilia. “I would have had you last time if my mother hadn't shown up. You may have found a trick for escaping the Hivemind, one which I will be hearing about in detail shortly, but you're still just a pony. You don't stand a chance against a royal changeling, just like your pathetic princess didn't.”

Twilight's anger burst out of her in the form of a searing red beam of energy, aimed directly at Papilia. The changeling moved so fast Twilight could barely follow her movements, but it was still barely fast enough. The beam of energy grazed by her cheek, singing her coat slightly.

“So that's how you want to play,” Papilia snarled, erasing the singed line with a spark of green fire. “Fine. Two can play at that game.”

Without warning, she loosed her own beam of green energy at Twilight. However, Twilight had anticipated the attack, and Papilia took longer to charge up than she did. She rolled to the side to dodge, ending up back on her hooves. Then she charged.

Papilia jerked her horn down, and Twilight found her front hooves pinned to the ground, her forward momentum attempting to flip her onto her back. Twilight grabbed herself with her own telekinesis and performed a graceful flip, landing on her hooves and narrowly missing Papilia' second energy beam.

“Heh,” Twilight said, panting. “Clever, trying to hit me in the air where it's harder to change direction.”

She jumped back as a third beam hit the ground where she had been standing.

I know about your little charge-then-teleport trick,” Papilia said, also breathing heavily. “I'm not about to fall for it. If you really think you can beat me, you shouldn't need to rely on cowardly tactics like that.”

“Big words, coming from a changeling,” Twilight replied heatedly.

“You think borrowing your ugly looks is the only thing we can do? Need I remind you my mother defeated Celestia, the strongest pony of them all? And that was with only one unicorn's love. For days, we've been feeding off hundreds.”

“Then you won't mind proving it. Your magic against mine, just like Chrysalis and Princess Celestia. Let's see who's really stronger, ponies or changelings.”

“Gladly.”

They squared off across from one another. Their eyes met, and they shot daggers across the intervening distance. On an unspoken signal, both combatants fired their attacks.

The beams met halfway between them, stray energy crackling at the interface between green and magenta. Both combatants braced themselves against the impact, their hooves digging up mounds of dirt as they pushed against the surface of the road. It was now a battle of wills. One which Papilia was astonished to find herself losing.

Papilia concentrated harder, but she could not prevent the magenta beam from inching its way toward her. It was like pushing back the ocean using a fire hose. Shouldn't she be at least as strong as Celestia? Hadn't Queen Chrysalis allowed her to take her fill of love from the citizens of Canterlot? Only one option presented itself to her: could this mare before her somehow be even more powerful than Celestia?

The beam was now within a few lengths of her. While she still had time, Papilia decided to change tactics.

Twilight grinned as Papilia's magic faltered. The changeling would have no time to dodge with the beam already at this range. Twilight was sure she had won. She felt a surge of pride for ponykind: changeling magic was clearly not as superior as Papilia had claimed. The unicorn put one last burst of energy into her attack, to repay the changelings for what their Queen had done to Princess Celestia, before falling back to recharge.

Just before the beam hit, however, a familiar-looking wall of light rose up in front of Papilia, expanding into a round shield and dissipating the magical energy as it passed through. Indeed, the bubble of energy shone all the brighter, as if absorbing the magic into itself.

“That's Shining Armor's shield spell!” Twilight shouted, her mouth agape.

“Yes,” said Papilia, her face distorted behind the wall of energy. “Brother taught me a few tricks before I left Canterlot.”

“What have you monsters done to him?”

Papilia opened her mouth to reply, then paused as she caught sight of something in her peripheral vision.

“Nothing, of course. He's my brother.”

“What are you talking about? He's my brother!” Twilight protested, initially confused by this sudden change of tactics. Then she spotted the small crowd their battle had attracted, and she realized this act was meant for them.

“That's exactly what an impostor like you would say,” said Papilia from inside the shield.

“I'll prove to everyone here that I'm the real Twilight Sparkle,” said Twilight. “If you were really me, you would know one glaring weakness of force fields like that.”

With a flash of light, she disappeared and reappeared on the other side, right in Papilia's face.

“If you don't pour enough magic into it, a practiced unicorn can teleport right inside.”

Twilight's forward momentum met Papilia's chest as the changeling reared up in surprise, and she ended up flat on her back with Twilight's hooves planted firmly on top of her. The spell dissipated as her breath was knocked out of her.

Papilia looked up at the stern face of the unicorn above her. Her eyes grew wide like saucers as she realized the helplessness of her situation, and she flinched when she saw Twilight's horn begin to glow again.

“Now we'll show these ponies what you really are,” Twilight said.

Tapping her horn against Papilia's forehead, she sent a wave of magic over the disguised changeling. However, when it had passed, the figure before her was still covered in lavender fur, and her eyes when they opened in confusion were a mirror to Twilight's own. The changeling princess looked down at her body, noting the lack of any change in its appearance.

“Huh. Nothing.”

“What?” cried Twilight. “No!”

She quickly performed the de-cloaking spell again, and then another time, but to no avail.

“Why isn't it working?” she said in a panic.

Papilia started chuckling softly. “After what happened last time, did you think I wouldn't take precautions against you breaking my Glamour, Twilight Sparkle?” she whispered to the dumbstruck unicorn.

The crowd started to murmur amongst themselves.

“You have to believe me, everypony,” Twilight called out desperately. “She's a changeling disguised as me, you have to help--”

Papilia interrupted her, putting on a terrified expression and calling out to the crowd as well.

“Don't believe her, she's the impostor! She overpowered me and now she's trying to replace me!”

“That's ridiculous!” Twilight said. “You're the one who's trying to replace me.”

“From down here?” Papilia said, trying to look as pitiful as possible. “Anypony can see I'm the victim here.”

Already a group of townsponies was approaching, anger in their eyes at the apparent mistreatment of their librarian. Papilia leaned in close to Twilight, sporting a grin of triumph.

“If I were you, I'd run.”

Twilight didn't need a second prompting. One of the first ponies to reach them swung a tennis racket at her head, missing by inches. Then the rest of the crowd charged. Twilight bolted down the street, not stopping to see what had become of Papilia, just barely keeping ahead of her pursuers.

If she had been less preoccupied with saving her skin from her fellow townsponies, Twilight might have groaned at the all-too-familiar nature of this scene. She also might have remembered not to turn blindly down the same dead-end alleyway these same ponies had cornered her in almost two years ago. Back then they had been trying to weasel a ticket to the Grand Galloping Gala out of her; this time, they were not in so friendly a mood.

As she was backed up against the brick wall by the advancing crowd of irate ponies, Twilight felt the last dregs of her magic well up in a familiar instinctual urge to teleport to safety. Seeing no other way out, she let the magic wash over her, intending to lead the ponies back to the library, where they would find indisputable proof that her friends had been captured by changelings, and not the other way around.

However, something seemed off about the spell this time. Twilight felt a sudden tugging at her horn, as if some force was trying to rip it off. A great burst of magic poured out of her, far more than she had intended to use, or even suspected she had left, but she did not feel the wave of tiredness she usually associated with such a display. Neither was the aura her usual magenta color, but a pale silver, which formed a swirling ring around her as the teleportation spell took effect. Twilight had one last glimpse of the crowded alleyway before she winked out of existence and it was replaced by a grassy field with a border of trees.

It took Twilight a minute to realize that she had landed at the edge of the Everfree Forest.

Before she had time to wonder why the spell had taken her there instead of the library, she felt a tugging on her horn again, accompanied by the same silver aura as before. This time, she was unmistakably being dragged in the direction of the dark row of trees in front of her. She gave a cry as she was pulled off-balance, and dug her hooves into the ground in an attempt to right herself and resist the pull, but the spell proved too strong for her. Her hooves skidded forward, leaving trails of upturned earth in their wake as she was dragged under the shadow of the trees and out of sight.

Author's Note

Finally, I am done with this. Welcome to Act II!

7: Noctis

“Calm down please, everypony!”

A few heads turned toward the lavender mare on the steps of town hall, but the majority of the townsponies continued to mill about aimlessly, murmuring to each other in a state of half-panic.

Papilia grumbled and shot off a few magical flares into the air. The magic exploded with a loud crack and a burst of light, which managed to get the attention of the startled crowd directed toward the stage and its occupant.

“Thank you,” said Papilia once the ponies had quieted down somewhat. “Now, as I was saying, there is no need to panic. The other Twilight Sparkle you saw was the result of a failed cloning spell. I have full control over the situation, and there is no truth to the rumors about anypony being “replaced.” This experiment was for the sake of scientific inquiry, and I would never take part in such a scheme. My friends and I have volunteered to personally recapture the escaped clone, and then I will ensure that all records of the spell are destroyed so this whole mess can never happen again.”

As Papilia wrapped up her speech, Mayor Mare walked onstage from the sidelines. “Thank you, Twilight Sparkle,” she said amidst the scattered applause. “I'm sure we are all pleased to hear that things will soon be going back to normal. Everypony, the best way to help with this situation is to go ahead with business as usual so that Twilight and her friends can investigate without trouble. Besides, we can't let one harmless magical clone disrupt our dear town like this, now can we? Ponyville has been through much worse in the past, after all. Now, as I am sure all of us have busy schedules to keep, let's get back to them and put this incident out of our minds for the time being.”

The crowd dispersed reluctantly, but eventually only Papilia and the Mayor were left.

“Well,” said Papilia. “That was far less disastrous than it could have been. Thank you.”

“You didn't do so bad yourself. Calming the troubled crowd with a speech is a delicate art. Just be more careful next time before you start another incident,” the Mayor responded. “Or, better yet, don't let there be a next time.”

“Oh, I won't,” Papilia said darkly.

“Good. I'll just be going, then.”

“Hold on,” said Papilia, “don't you want to go over our plans to recapture my lookalike?”

“I think I can trust you youngsters to handle something like that on your own, don't you?”

Papilia stood up straighter. “Of course,” she said.

“That's the spirit. Now, if you'll excuse me, I have a meeting scheduled with Miss Cheerilee's class...”

***

Some mysterious force was dragging Twilight deeper into the Everfree Forest. The silver glow that had latched onto her horn pulled her inexorably over dirt and roots in a straight line through the underbrush toward some unknown destination. Twilight stumbled several times, able to avoid losing her footing only through quick reflexes, which also came in handy for the times she almost ran into the trunk of one of the close-set trees that surrounded her. Sometimes she was not so lucky.

THWACK. “Ouch!”

A low-hanging branch slapped her across the face, leaving a stinging welt on her cheek. The next moment the branch was far behind her as she continued to be dragged forward. If she could have used her magic, the bumpy journey might not have been so bad, but whatever spell had her in its clutches also suppressed her magic through its grip on her horn. Whether this was an actual component of the spell or just a side affect of her horn being manhandled, she couldn't tell, but regardless she had little choice but to be dragged along helplessly over the forest floor.

Twilight was reminded of the story Rarity had once told about how she received her cutie mark. In her desperation to find her “destiny,” she had accidentally cast her first gem-finding spell, which had dragged her to the largest concentration of gems in the vicinity in much the same way as Twilight was currently being dragged Celestia-knew-where. Twilight wondered what was at the end of her own forced journey.

She also wondered how her friends were faring without her. She had no doubt that the changeling princess would go back on her promise to release them. And with the way things had ended up, they would likely be labeled as impostors by the townsponies. If only she had been able to unmask the changeling at that critical moment...

Her panicked mind began to race through various worst-case scenarios, each more unlikely than the last. What if her friends were upset with her for failing the spell and running away like this? What if instead of imprisoning them, the changeling princess made them think that she was the real Twilight? What if they never found out? What if they did find out, and ended up liking the fake better anyway?

Further thoughts were interrupted when the ground gave away beneath Twilight's hooves. With a cry, she stumbled down a steep embankment and into the turbulent river that ran through the Everfree. The enchantment on her horn pulled her swiftly through the surging current and out onto the opposite shore. The second she felt her head break the surface, Twilight gasped for air. She scrambled up the shoreline, trying not to stumble over the gnarled tree roots that stuck out of the dirt at odd angles where floodwater had eroded away the bank. Twilight prepared to shake herself off, expecting to be sopping wet after her watery ordeal, but to her surprise her coat was completely dry.

“STAR SWIRL!” she shouted indignantly into the treetops in realization. He had known she would need waterproofing, ergo, he had known this would happen. Dear Celestia, he had caused it himself, if, as Twilight was beginning to suspect, the spell dragging her along was the same one he had planted on her in Canterlot Tower to “guide her” to his old hideout.

“I had better find out there was a good reason for this! Why would you even think this was a good idea, putting a spell like this on a pony?”

An extra surge of magic burst its way out of her horn, coalescing into a shining silver square that hovered in front of her as she continued forward. Words appeared on the square in swirly hoofwriting, just large enough for Twilight to read.

Please save all questions until the very end. Sincerely, Star Swirl.

“Oh, for the love of—oof!”

Twilight collided with something large and relatively soft, which emitted a startled gasp upon contact. The next moment, she found herself immobile for the first time in several minutes as whatever she had crashed into held her tight with a strong foreleg.

“Who dares interrupt our rest?” said the figure.

A light shone out from somewhere above, and Twilight felt immediate relief as the pull on her horn nearly disappeared. The figure let go of her, letting Twilight get a good look at her.

“There, that ought to prevent you from being ferried away from us. Now, what is Twilight Sparkle doing in the middle of the Everfree Forest?”

“Princess... Luna?”

The alicorn glared at Twilight. “Indeed, I am the Princess of the Night, and unless I am mistaken it is currently approaching midday.”

“Oh, sorry. I didn't mean to wake you,” Twilight said. “Actually, I didn't expect to find you here at all.”

“Truly?” said Luna, leveling a suspicious gaze at Twilight. “Are we to believe that you were searching for somepony else with that spell?”

“No! I mean yes. Er, maybe? This isn't actually my spell.”

Luna raised an eyebrow. Twilight was about to open her mouth to give a more thorough explanation of herself, but she remembered her encounter back in Canterlot with the fake Fluttershy in the alley.

“Hold on,” she said. “First, can you prove that you're the real Princess Luna, and not a changeling in disguise?”

“A curious question,” said Luna, “one which I can fortunately lay to rest.”

She whistled, and there was a blur of red and a rush of feathers as something swooped down onto her back.

“Philomeena!” Twilight cried as the regal phoenix eyed her cautiously from Luna's shoulders.

“She fortuitously accompanied me here,” said Luna. “Now, for this next part you ought to close your eyes.”

Twilight gave her a puzzled look, which turned into one of alarm as Luna closed her eyes and Philomeena's feathers began to glow impossibly bright. She clamped her own eyes shut, and did not open them until she could tell the light had died down.

“Phoenix light,” Luna explained calmly. “It will dispel all but the most powerful of illusions. I trust you are satisfied.”

Twilight nodded numbly. She remembered reading about phoenixes' ability to see through enchantments, but had never before seen this power in action. She wondered if Spike's pet Peewee could pull off the same trick.

“Good,” Luna continued. “Now, I will ask again: what is Twilight Sparkle doing in the Everfree Forest?”

So Twilight recounted everything that had happened to her, from her fateful encounter with the fake Cadance to her current predicament with Star Swirl's spell. Princess Luna listened intently, only interrupting a few times to add comments of her own. “We should have known changelings were involved in this,” she said when Twilight got to the invasion itself. “We were right to make use of phoenix light.” She bit her lip upon hearing of Celestia's imprisonment.

At last, they reached the present, and Luna looked increasingly worried.

“So you came to Ponyville under the impression that you would find the Elements of Harmony?”

“That's right,” said Twilight. “Only, we didn't have enough time to—”

“That is impossible,” Luna interrupted. “If the Elements are not in their proper place, I do not know where they could be, but they certainly did not follow you to Ponyville. No such power resides in them.”

“What? But Star Swirl said—”

“Star Swirl lied,” said Luna gravely, “and it would not be the first time he has done so. He is manipulating you for his own ends, though what those may be I cannot say.”

“Do not be so surprised,” she continued in response to Twilight's dumbfounded expression. “If you knew him as well as I once did, you would come to expect such duplicity. And he asked you to come to the forest to read his journal?”

Twilight nodded.

“Fortunately, that too is a fruitless quest. That journal was locked up long ago by Celestia and myself, and you are not yet ready—”

“Not ready for what?” Twilight wanted to ask, but she was interrupted by another flash of silver light erupting from her horn. She grabbed the note in midair and read it aloud.

You thought I was talking about my journal of unfinished spells? I don't know whether to be more amused at that or at the notion that you seem to think this filly could ever be “ready” for what's inside. Really, Noctis, I thought you were smarter than that.

Best of luck,
Star Swirl

“It was Sister's idea,” Luna mumbled.

“What was Princess Celestia's idea?” asked Twilight, now thoroughly confused.

“'Tis nothing,” Luna said hastily. “I forbid you to ask of it.”

“And what does he mean by 'Noctis'?” Twilight asked, turning the note over to look at the blank side.

“He was addressing me,” Luna sighed. “Luna Stellarum, Regina Noctis Somnisque. That was my title in Ancient Equestrian. But only he would be so impertinent as to shorten it to just 'Noctis'.” She lifted her head and shouted into the treetops in her finest Royal Canterlot Voice: “SHOW THYSELF TO US, STAR SWIRL. WE KNOW THOU ART WATCHING.”

As frightened birds scurried off deeper into the forest, another note shot itself out of Twilight's horn.

Watching? You overestimate me, Noctis. I merely have impeccable timing and an extensive knowledge of Twilight's future, nothing more. I can no more see you than you me. Just let me lead the poor filly to the journal, and I will release her forthwith.

I promise you, it will be worth her while.

“Meddling fool,” Luna muttered.

“Well?” asked Twilight.

Luna sighed. “I still do not understand what he is after, but once Star Swirl gets an idea into his head it is best to humor him. And he most likely thinks he has your best interests at heart. If you wish, I will lower the barrier around the spell, and let it lead you once more, provided you allow me to accompany you.”

“I presume that is acceptable, is it not, Star Swirl?” she said to the treetops. When there was no answering silver note, she relaxed.

“Alright,” said Twilight. “Just... don't lower it all the way, if that's possible. I'd rather walk than be dragged.”

“Agreed. Prepare yourself, Twilight Sparkle.”

Twilight felt a tingling sensation as Luna's magic released its hold on her. The force of Star Swirl's spell returned to tug feebly at her horn, but true to her word the princess had only freed enough of the spell to give an indication of which direction it was leading, not enough to actually drag her along the ground.

“The spell is pointing in this direction,” Twilight announced, orienting herself to face her unknown destination.

“Near the old castle,” Luna mused, and Twilight thought she saw her shiver a little. “Lead on, Twilight Sparkle.”

***

“Finally,” Papilia said as she re-entered the library. “Who would have thought it would take so long to calm down a crowd of ponies?”

“Listen up, everyone,” she called out. “We have some hunting to—”

She stopped talking when she noticed a distinct lack of an audience. Her eyes wandered the empty room, coming to rest on its sole occupant. In the middle of the floor, twiddling her hooves, stood a hatless Appejack with a sheepish grin on her face.

“Uh, howdy, your majesty.”

Papilia's eyes narrowed. “Number 2, what happened here?”

“Well, you see...”

***

EARLIER

The changeling impersonating Pinkie Pie glanced uneasily out the window.

“Do you think we should help her?”

“Even if she needed it, she wouldn't let us,” replied the fake Applejack. “You know how the Princess is. This is a matter of pride for her. She has to defeat Sparkle herself, to pay her back for last time.”

“I suppose you're right. Ooh, a light show!”

From across the room, the real Applejack listened. From the sounds of it, Twilight wasn't doing too badly against her opponent, or else the changelings wouldn't be so nervous.

She tested her sticky bonds again, and felt the goo give slightly around her trapped front hoof. With her free hoof, she found a good hoofhold on the floor and strained with all her might. She was rewarded when her hoof slowly slipped out of the goo with a soft pop.

Applejack looked around to see if any of the changelings had noticed, but they were still staring intently out the window. In relief, she planted both forelegs firmly against the floor and went to work on freeing her hindquarters. Before she could make any progress, however, something blue and solid slammed down in front of her.

“Where do you think you're going?” asked Rainbow Dash in a monotonous voice. Her eyes glowed green in the dim library.

“What's it look like?” asked Applejack. “I'm busting out so I can give those changelings the what-for, and if you were in your right mind, you'd be helping me.”

“Helping... you?” Rainbow's voice cracked momentarily, but the monotone returned. “You aren't going anywhere.” She reared up and put the weight of her front legs onto Applejack's chest, forcing the other pony into a sitting position.

Applejack winced as she hit the floor. “You don't have to do this, Rainbow. Fight it!”

“Princess Papilia ordered us to keep you here.”

“And your going to listen to her instead of your friends?” Applejack's eyes bored into Rainbow's. “That isn't the Rainbow Dash I know.”

Rainbow flinched away from Applejack's gaze and clenched her eyes tight, but when she opened them they still glowed green.

“I have no friends. I only serve Princess Papilia,” she said, more monotone than ever.

“Consarnit, Rainbow Dash—” Applejack began, but Rarity cut her off.

“Don't have any friends?” she said. “Whatever do you mean? Don't you remember who made you a dress for the Grand Galloping Gala? Who brought you to the hospital when you broke your wing?”

Rainbow Dash took a step back. “I—”

Applejack picked up where Rarity had left off. “Who came out and cheered for you at the Best Young Fliers Competition? Who helped you find a pet when you felt left out? Who trained with you until you learned that new loop-de-loop? Who saved you an extra mug of cider when it ran out?”

Rainbow Dash fell backward onto the ground, clutching her head in apparent pain.

“Rainbow Dash!” Rarity shouted anxiously. “Are you all right?”

“Make them stop,” Rainbow Dash mumbled. “Make the voices stop. I don't want to...”

The next moment, she snapped back into her aggressive mode, and pinned Applejack roughly to the floor.

“Stop talking. You aren't going anywhere!”

“No,” said Applejack, looking up into Rainbow's green, hypnotized eyes. “I wasn't finished yet. Who did you save from falling to her doom in Cloudsdale? Who did you schedule an extra rainstorm for when her crops were dying out? Who did you agree to go fight a dragon with, and Nightmare Moon, and Discord?”

“No,” Rainbow Dash whimpered, falling back once more. “Help me, you two,” she called out to Fluttershy and Pinkie Pie.

As the other hypnotized ponies rushed over, Applejack continued unfazed. “You are our friend, Rainbow Dash, the loyalest, most dependable pony I know. This isn't the real you, and you know it.”

Rainbow Dash opened her mouth as if to shout out, but no sound came. Instead, her eyes filled completely with the green light, and she was lifted into the air as the changeling magic swirled around her. Fluttershy and Pinkie Pie looked up at her, uncertain. Then there was a flash of light that knocked the hypnotized ponies backwards onto the floor as Rainbow Dash was lowered back onto her hooves.

“Wha-what happened? Rainbow said groggily, no longer even a trace of green in her magenta eyes.

“Ya did it!” cried Applejack, throwing her hooves around the pegasus. “I knew you had it in you, sugarcube.”

Fluttershy and Pinkie Pie's eyelids fluttered, revealing that the hypnosis was gone from them as well.

“Oh my,” said Fluttershy, glancing at Applejack and Rarity. “I just had a dream where a scary voice was telling me to fight you.”

“That's because you were hypnotized,” explained Rarity. “But you're back to normal now.”

“Really?” said Pinkie Pie, bouncing to her feet. “You know, I need to stop getting hypnotized, or I'll miss all the excitement.”

Another voice spoke up, sounding almost like Applejack's. “What in the Hive is going on over here? Rainbow Dash, you're supposed to be guarding the prisoners, not hugging them.”

“Fat chance of that,” said Rainbow Dash, pulling out of Applejack's grip. “I'm not under your little hypnosis spell anymore.”

“We'll just have to fix that, then,” said Number 2. Green light appeared in his eyes, but before he could do anything, Rainbow had tackled him to the ground.

“Oh no you don't. Not this time. You caught me by surprise before, but not again.”

“How dare you try to turn us against one another,” said Fluttershy, giving the changeling her signature Stare. “If you had me hurt any of my friends—”

“Luckily not directly,” said Rarity.

“Oh? Thank goodness,” said Fluttershy, her features softening momentarily. “I was worried.”

With a burst of effort, Applejack pulled her rear hooves free. “The only one who should be worried is this'un,” she said, inclining her head toward her doppelganger.

“That's right,” said Rainbow Dash. “I won't forgive you if you made me hurt Applejack, or anypony else.”

“Um, a little help here?” Number 2 called, unable to take his eyes off of Fluttershy's continued Stare.

Numbers 4 and 5 nervously approached. “Could we at least talk this over?” asked the latter.

Applejack put on a look of fake concentration. “Mmm... nah. I've got a better idea.”

The changelings gulped.

Applejack tugged on the rope wrapped around the three changelings, tightening it and securing them to the reading table.

“Does it have to be so tight?” asked Number 4.

“Serves you right for putting us in those pod thingies,” said Applejack. “And I'll be taking that back,” she said, grabbing her hat from Number 2's head.

“Now what?” asked Fluttershy. “We can't just leave them here.”

“Sure we can,” said Rainbow Dash. “It's not like we can just take them with us.”

“Say, where are we going, anyway?” asked Pinkie Pie.

“We certainly can't stay here forever,” said Rarity.

“I vote we take this straight to the Mayor,” said Applejack. “It's too late for secrecy anyhow, so we might as well get the town on our side. Once the changelings are taken care of, we can look for the Elements and Twilight, and hopefully be ready by the time the rest of the changelings decide to invade.”

“Sounds like a plan to me,” said Pinkie Pie.

The ponies walked out the door, leaving the changelings alone in their bonds.

Number 2 waited until they were out of sight, then sighed. “Well, this is just great.” He tugged at the ropes, but they refused to budge. “Simply peachy. Anyling got any bright ideas?”

“Hmm,” said Number 4, blowing Pinkie Pie's hair out of her eyes. “If we had our Hive-orbs nearby, we could at least contact somebody.”

“I'm actually kind of glad to be away from mine, to be honest,” said Number 5. “You get so used to the Hive sometimes that you forget how relaxing it is to not have everyone's thoughts buzzing around in your head.”

“You're not supposed to be relaxing,” Number 2 snapped. “You're supposed to be helping us figure a way out of here.”

“Oh, come on, don't tell me you've never wanted some time away from it all?”

“I happen to like 'it all,' so no, can't say I have. Next thing you know, you'll be wanting a name, too.”

“And what's wrong with wanting a name? The Queen and princesses have them.”

“They only have names because they're special. You think being on this team makes you more special than the Queen, or Princess Papilia?”

“Well, no, but—”

“Then stop acting like it. You got your shiny new number, that's more than enough for any changeling.”

The arguers were startled by a loud snap as the ropes around them suddenly loosened. They turned to see Number 4, smiling as much as she could in her untransformed changeling body.

“Still got it,” she hissed, and bit through the remaining coils of rope with her sharp teeth.

“Why didn't I think of that?” said Number 2.

Number 4 morphed back into her Pinkie Pie disguise.

“Because you two were too busy arguing,” she said. “Duh.”

“Alright,” said Number 2, throwing the ropes off to the side. “You heard the ponies. Look for them on the way to the Mayor's office. Maybe help Number 1 prepare a trap of some kind. I'll wait here, in case the princess returns.”

As his teammates left, Number 2 made a mental note to leave out the more embarrassing details when recounting the adventure to Princess Papilia. As he picked up the scattered pieces of rope and stuffed them into a closet, he rehearsed his version of events in his head.

“They must have used some kind of pony magic to escape, and tried to catch us by surprise. But we were ready for them, so they just ran out the door instead. Yeah, that sounds good.”

***

“...And so, after they escaped, I sent numbers 4 and 5 after them right away. I of course would have liked to join them, but I knew someone would have to stay behind to tell you what happened. And, that's about it.”

Number 2 wrapped up his tale and grinned nervously at Papilia.

Papilia stared back, her borrowed face turning redder and redder. She raised a hoof to strike the changeling, but stopped halfway down. This was no time to lose her temper. Besides, she had almost been overpowered by one of these ponies as well. She changed the slap into a gentle pat on the head.

“There, there. Buck up. This is merely a setback. You, my hoof-picked changelings, are going to find them, and make sure they don't mess things up. Understood?”

“Yes, your highness. Thank you, your highness!”

Number 2 sprang up and threw his front legs around Papilia's neck in sheer relief. Realizing what he was doing, he hastily threw himself backward off of her.

“I'm so sorry, your highness. These lovey-dovey ponies must be rubbing off on me.”

Papilia's brain was still trying to process exactly what had happened. “Just, er, try to control yourself.”

Number 2 gave a salute. “I'll, uh, just get going now, your highness.” With that, he sped out the door.

Papilia sighed. If nothing else, she supposed she admired his enthusiasm.

She walked toward the stairs, pausing momentarily when she sniffed out a stray wisp of love, probably left over from when the ponies were in the room. Feeling the need to recharge, she snacked on it absentmindedly on her was upstairs. Before long, she found herself at the foot of Twilight's bed, her hoof on the chest that contained her Hive-orb.

Should she contact her mother? She would love to gloat about how Chrysalis had let the Element Bearers escape, but since she too had let them escape, that would be admitting defeat. Chrysalis would probably send her own elite squadron to replace Papilia's little group, and the foals would almost certainly have to be relocated.

No, best to wait until she recaptured them herself. Then she could really claim to have succeeded where her mother had failed.

She put the Hive-orb back into its chest.

***

Zecora the zebra wound her way through ferns and thickets as she approached the edge of the Everfree Forest. As she went along, she paused occasionally to inspect the leaves beneath her hooves, picking a few and putting them into a drawstring pouch. All the while, she hummed a little song:

“A little of these, and a few of those
Will make a tea whose flavor grows.
Only the freshest herbs will do
To put into
My soothing brew.”

She reached the forest's edge, blinking a little in the sunlight, and spotted the familiar form of Fluttershy's cottage in the distance.

“Ah, the house of a friend I spy at last.
My month of absence, how swift it's passed!”

She hurried toward the cottage, but as she crested a nearby hill, a cacophony of angry growls and chirps filled her ears.

“What is the meaning of this hue and cry,
Coming from the house of dear Fluttershy?”

As she approached the cottage, she encountered a large crowd of animals milling angrily around the entrance. Zecora pushed her way through, nervously skirting a large brown bear, and knocked on the door.

A voice shouted from the other side. “Keep your feathers on, I'll feed you when I'm good and ready.”

“Fluttershy? Are you quite alright?
Your animals seem ready to bite.”

“Oh,” said the voice. “Um, go away, please. I'm sick. Achoo.”

But Zecora would not give up that easily. “Then you, my friend, are lucky indeed,” she said, holding up her pouch of ingredients. “These herbs are just the cure you need.”

“No. Thank you. I don't need any help.”

Zecora felt something land on her back, and turned to see Angel Bunny perched there with a scared expression on his face. She looked at him quizzically, and he gestured frantically toward the window. Zecora winked in acknowledgment.

“It's not just I who does not want you sickly,” she said, edging closer to the window. “Your animals need you to get well quickly.”

She glanced inside, but quickly regretted it. The green insectoid pods, the sleeping forms trapped within: everything made sense now. Her hairs stood up even stiffer than usual.

“A changeling nest, in Ponyville?” she whispered to Angel. “I fear this finding bodes quite ill.”

Suddenly Fluttershy's face appeared in the window, close and furious. The changeling flung the window open and glared at Zecora.

“I told you to leave. Now I'll just have to keep you quiet, won't I?”

Before Zecora could react, the changeling lunged, hooves first.

***

Twilight and Luna walked for what seemed like hours. Luna was visibly relieved when their path veered away from the Castle of the Two Sisters, but their actual destination was still nowhere to be seen.

To pass the time, Twilight began to ask Luna some questions of her own. Luna had already forbidden her to ask the question that was burning in her mind, namely, what Princess Celestia had planned to do with Star Swirl's spell book, so she settled on the other obvious question.

“You still haven't told me what you were doing out here in the forest. I thought you had been captured back in Canterlot along with Princess Celestia. Although, I suppose I should have realized earlier where you were. Something kept bothering me about the sun rising and setting, even without Princess Celestia, but that was you, wasn't it?”

Luna nodded. “As a princess of Equestria, I have a duty to my subjects to maintain the natural order. Long gone are the days when I would allow the moon to remain in the sky, and perpetual sun would be still more disastrous.”

She shivered.

“As much as it pains me to hear of my sister's imprisonment, I confess I am relieved that the sun's refusal to set was not of her doing.”

“What do you mean?” asked Twilight.

Luna turned away from her, gazing into what little of the night sky was visible through the foliage.

“When I first returned to Canterlot, three nights ago, I encountered a most disturbing welcome.”

“The changelings,” Twilight growled.

“Nay, not the changelings. I was greeted by none other than my sister. Or so I thought. At the time I found it strange that she had let the city fall into such ruin without calling upon my aid. The shield was gone, and there were signs of a great battle. But that was not all, for I felt a certain presence nearby, one which filled me with a great dread. I thought I knew what it was, and my suspicions seemed confirmed when Celestia attacked the moment my back was turned.”

“Queen Chrysalis must have disguised herself as Princess Celestia to get close to you,” Twilight deduced. “She was probably planning this all along.”

“Perhaps,” said Luna. “At any rate, the timely appearance of Philomeena is all that allowed me to escape. I am not proud of abandoning the fight, but I know now it is all I could have done, if Chrysalis has truly amassed power enough to overwhelm Celestia. That is not why Philomeena and I left, however.”

“It wasn't because of Chrysalis?”

“Do you think us a coward, Twilight Sparkle?” Luna suddenly snapped. “Do you think we would stand idly by while our sister is overcome, regardless of our safety? There is only one foe I fear, and I felt its presence that night. And I would have fought still, had Philomeena not brought me to my senses. Now, what foe is it that I would fear above all others, Twilight Sparkle?”

Twilight thought of all the enemies Princess Luna and Princess Celestia had fought in their day. She was tempted to bring up Discord, but he was still a statue in the castle gardens. She had seen him when they were escaping from Canterlot. Besides, working with the changelings was not his style; it wasn't nearly flashy enough. No, they would know if Discord had been freed. But that left...

Suddenly, it came to her: who Luna would fear enough to leave Canterlot, who would make her happy that Princess Celestia was no longer in control of the sun.

“Nightmare Moon,” she breathed. “But... I thought we defeated her with the Elements of Harmony?”

Luna shook her head. “Nightmare Moon is gone, but the Nightmare itself survived. She may be weakened, scattered, but she still exists. And I could have sworn I felt her presence when I returned to Canterlot that night.”

“Do you really think Queen Chrysalis is under the control of the Nightmare?” asked Twilight.

“I do not know, but I fear to find out.”

They continued on in silence until Twilight's horn led them to a dead end by a patch of bushes.

“The spell stops right here,” said Twilight. Even as she spoke, the last wisps of magic evaporated off her horn. “This can't be the right place. Where is Star Swirl's hideout?”

“It has been a thousand years,” said Luna. “If the passage of time hasn't hidden it, I'm sure the forest has been no more kind. Look diligently, but do not be disappointed if it has gone.”

“It's got to be around here somewhere,” said Twilight. She pawed at the bushes with her hooves as if the hideout might be hidden in their branches. “Why else would the spell lead us—whoa!”

Her footing fell away, and she found herself tumbling forward through the bush, which seemed to move out of her way and around her as she passed through. She landed with a bump on her hindquarters.

The first thing she noticed about her surroundings was the light. She had inexplicably landed in a clearing, one that should have been visible through the bushes but hadn't been. Sunlight was streaming in through the gaps in the tree branches, nearly blinding her with its suddenness. It had been so dark inside the forest that Twilight had almost forgotten it was still only mid-morning. Her eyes were drawn to the tantalizing glimpses of blue sky, where a few clouds lazily drifted past.

She soon found this too bright for her still-adjusting eyes, so she lowered them to look around the clearing itself. Her jaw dropped in awe.

There was a cottage in the middle of the clearing. The cottage itself was unremarkable, except that it looked like it had been burnt out in a fire, and nopony had bothered to repair it. But surrounding the cottage lay a faint silver mist that shimmered in the sunlight. The entire place was eerily, deathly still.

Twilight scrambled to her hooves. “I think I found it,” she called back to Luna, not taking her eyes off the cottage, “but it doesn't look good.”

Luna climbed down the tunnel, much more gracefully than Twilight had, but even she struggled to maintain her regal demeanor as she gazed around the clearing.

“It seems we may be too late after all,” she said as they approached the cottage.

A tingling sensation came over Twilight as they entered the mist. “I don't think this is natural,” she said, watching its motion as it swirled around them. Then she noticed what wasn't moving.

“Look at that,” she said to Luna, pointing at a piece of burnt wood that had visibly crumbled away from the edge of the roof. “It's just standing in midair.”

Indeed, as she looked closer she saw trails of soot puffing out from the blackened walls and clouds of dust beyond the door that hung limply off its hinges, all suspended motionless in midair. It was almost like—

“Time magic,” confirmed Luna. “Star Swirl has been here for sure.”

The time magic seemed to be the only thing actually holding up the cottage, which upon closer inspection was even more of a burnt-out husk than it had appeared. However, any fears that the fire had thwarted their mission were put to rest as soon as they entered. The interior of the one-room cottage was almost empty, the fire having seemingly destroyed any furnishings it might have once had, leaving only a layer of charcoal and rubble around the walls. But in the center of the room, atop a scorched table, sat a spiral-bound book, looking completely untouched.

Twilight approached cautiously, coughing slightly on the dust that hung thick in the air, and gingerly lifted the book, expecting it to fall to pieces at any moment. However, the book seemed to have survived the ravages of time surprisingly well. Twilight wondered at this, noticing the gaping holes in the roof that let in the sunlight. Surely it had rained through those same holes, so why was the book still in such pristine condition? Perhaps Star Swirl had placed an extra protection spell on it. Twilight quickly resolved to learn the waterproofing spell Star Swirl had placed on her so she could apply the same protection to the books back in the library. Just in case.

She gingerly opened the cover. On the front page, in the same swirly hoofwriting as the notes earlier, was the declaration “this journal is the property of Star Swirl, called the Bearded.” Underneath, in a different, neater hoofwriting, was added “and Clover the Clever.”

Twilight held back a squeal of pure excitement. “That's why Star Swirl led me here,” she said aloud, her elation causing Luna to raise an eyebrow in amusement. “this wasn't just his journal, it was Clover's! He knew she was my ancestor, so he wanted me to have a copy of her writings. Who knows what spells and observations are in here that aren't in her published works? Why, this could be a veritable treasure trove of hitherto unknown historical and magical knowledge.”

“Contain yourself, Twilight Sparkle,” said Luna. “Aren't you forgetting the pressing matter with the changelings now that your quest from Star Swirl is complete?”

“Oh, right,” said Twilight. “I'll look at the book later, I guess.”

A loud screech diverted their attention to the doorway as Philomeena burst through it, squawking loudly.

“What is the matter?” asked Luna.

Twilight gave a start when she heard a loud creak from above. She looked up to see the main beam of the ceiling sagging and cracking where it had burned through.

“Oh, no!” she said. “Our presence her must have put too much strain on the time-freezing spell. The house is going to collapse!”

“We must get away, quickly,” said Luna. She conjured a midnight blue saddlebag and placed it on Twilight's back for her to hastily stuff the journal into.

They ran outside just as the roof caved in, covering them in a cloud of ashes and dust. All that was left of the house was a jumbled pile of half-burnt logs.

“That was close,” said Twilight, but Philomeena was still clamoring for their attention, pointing a wing toward the outskirts of the clearing. Twilight peered into the darkness.

Hundreds of eyes lit up the shadows below the trees. Then the sickly-sweet odor of rotting pine needles assailed Twilight's nostrils.

“Timberwolves,” Luna whispered. “They must think us easy prey. They will soon know otherwise.”

She fired a warning shot of magic at the first timberwolves to creep into view, but they continued to approach undeterred. Another shot hit a timberwolf, causing it to fall into pieces, but the others kept coming. Now the ponies and phoenix could see the skeletal wooden forms of the creatures, and count the sharp teeth lining the gullet from where the smell emanated. Luna grunted in frustration.

“You shall learn to fear us, insolent beasts!” she shouted, but another voice interrupted her, much louder and deeper than her own. It reverberated around the clearing, sounding as if it came from the trees themselves.

“The Everfree will reclaim what has been taken from it.”

“What?” said Luna and Twilight together.

“The Everfree will reclaim what has been taken from it,” the voice repeated over and over as the timberwolves drew ever closer.

***

After a long night of searching Canterlot for the missing Element bearers, Chrysalis was both cross and hungry, a combination that did not bode well for anything that crossed her path, as the captain of the elite squadron learned the hard way. He gulped as his queen left the room, thankful that the worst of his punishment was merely being stuck to the ceiling by his hind hooves until she decided to let him down, though the blood rushing to his head didn't make it any more enjoyable.

Chrysalis herself had more important things on her mind than the suffering of her captain as she stomped through the palace hallways, changelings scurrying out of her path as she approached. Starswirl always had to ruin things. He had almost ruined her plans back in his own time as well, but he had not succeeded then, and if she had any say in it he would not do so now either. But first, a snack.

At last, she reached her destination, a nondescript door near the barracks. Sighing at the distasteful task ahead of her, she wrapped herself in green fire. Out of the flames stepped a beautiful pink alicorn.

From behind her Cadance disguise, Chrysalis couldn't help but smile. As much as she hated the lovestruck bride act, it gave her access to the strongest, purest source of love this side of the Great Eastern Sea. She reached out a hoof and knocked on the door to Shining Armor's quarters.

***

Shining Armor was, to put it mildly, having a bad week. Considering it was supposed to be the happiest moment of his life, the wedding had gone beyond disastrously. Not only had he overtaxed himself by maintaining the shield spell over Canterlot, he had forgotten to send his own sister a personalized invitation in all the commotion over security. And then his bride had turned out to be the very enemy he had tried to keep out of Canterlot. He shuddered to think what might have happened if Twilight and the real Cadance hadn't intervened when they did.

Shining looked himself over in the mirror. His face smiled back with a happiness he didn't actually feel.

That wasn't true: he did have one thing to be happy about.

He adjusted his vest to hide the shield-shaped medal that he wore underneath. He owed his recently recovered memories to this particular trinket, which bore the family crest in brilliant magenta, a gift from his late uncle. Whatever magic lay upon the medal, it had acted to repel the mind-altering power of the changelings. Since finding it, Shining Armor's thoughts were once again his own.

He fiddled with his suit some more, until he was certain he was presentable. So much for the easy part.

There was a knock on the door. Shining opened it, letting in the witch who was once again impersonating his wife-to-be. With the medal's magic keeping his mind clear, he could immediately tell that this was not the real Cadance. Everything from her sarcastic smile to the sultry way she said “hello, dear,” screamed that this was somepony else entirely. He wasted no time putting the rest of his plan into action.

“Cadance!” he said, affecting a huge grin. “What are you doing here, today of all days?”

Chrysalis stepped back in surprise. “What am I—?” she began, but Shining hushed her with a hoof on her muzzle.

“You know it's bad luck for the bride and groom to see each other before the wedding. We want our big day to go perfectly, don't we?”

Chrysalis began to sputter incoherently.

“Now, now,” Shining said, patting her on the nose, “I know you're excited, but it's just one more day.”

He kissed her on the cheek, using the movement as an excuse to step around behind her and into the doorway.

“I've got to go check on things with the other guards now. See you tomorrow, honey!”

With that, he stepped out and tore off down the hallway, leaving Chrysalis thoroughly confused and somehow even hungrier than before.

Once he was sure he was out of earshot, Shining slowed to a walk and spat violently. “That is the absolute last time I kiss a bug. Blegh.”

His ears perked up at the sound of somepony approaching. He quickly slipped into the shadows behind a column and watched as a lone changeling walked past.

“Check on the prisoners,” the changeling grumbled. “That seems like all we ever do nowadays. What ever happened to stealing love the old-fashioned way?”

Shining waited until it had gone past and down a side corridor before darting after it, slipping from shadow to shadow as he tailed the changeling.

If you are alive, my love, I will find you.

If not, I will make them pay.

Chapter 1

The quill glided across the crisp parchment, leaving a bold line of ink in its wake. Under Twilight Sparkle's magical direction, more lines crisscrossed the parchment, dividing it into neat little boxes. Soon these boxes were filled in with cramped writing, and the rows and columns were labelled with dates and times. Twilight paused to survey her work. “A perfect schedule,” she announced to the empty library. “And I even left room to plan next month's schedule this time!” All it lacked was a fitting title. Twilight leaned in close, concentrating.

“Gaaah!” Before it could even touch the parchment, the quill flew up and out of sight behind her. Twilight winced and put a hoof to her smarting eye. It had happened again: a sharp pain in her eye, followed by a flash of green light that left her blinded for a few moments. Such occurrences had been bothering her off and on ever since returning from the wedding yesterday. At first, she had written them off as the result of being overworked without adequate sleep. After all, she had stayed up for nearly two days straight while making all the preparations for the same wedding twice, and had fought off a horde of changelings in the middle there. But now that her brother and Cadance were safely shipped off on their honeymoon and things had returned to normal back in Ponyville, she figured the pains would disappear on their own with a bit of rest. Instead, they had grown in both intensity and frequency.

Enough was enough. Twilight blinked a few times to clear her vision and walked over to one of the bookshelves, from which she retrieved a large tome bound in green leather. “Supernaturals,” she read off the cover. “Natural Remedies and Cure-Alls that are Simply Super.” She had still not read the book as thoroughly as she would have liked, but after getting to know Zecora and noting the efficacy of her herbal potions, she had become more inclined to follow its advice. At any rate, it was as good a place as any to start. She set the book on her reading table, shoving her freshly-made schedule off to one side, and began flipping through the pages. However, no cures for her eye pain presented themselves to her, and before she knew it she had reached the back cover.

“That can't be right. I was sure this book had far more information than that. And more pages...” She held the book up to her face edge-on, noting the thickness of the spine. “Something isn't right here, and I'm getting to the bottom of it.” All thoughts of her discomfort forgotten, she resolutely opened the book back to page one, observing how the pages distributed themselves as she slowly turned them one at a time. She knew it was not unusual for books to look like they were opened somewhere in the middle, even if you were on one of the first pages. Pinkie Pie had tried explaining it to her once, something about “it does that because it looks more like a book that way,” but since when had Twilight trusted Pinkie to explain physics when the energetic pony was so good at breaking every law it threw at her? Regardless, the pages again ran out far sooner than they should have.

“Weird. I wonder...” She glanced at the walls of shelves surrounding her, each packed with books. Did they all behave the same way? Had she, a unicorn who made it a principle to spend half the day with her muzzle in a good book, not noticed this strange fact in all her years of reading? Preposterous! She couldn't leave this mystery uninvestigated; she had to test it out on another book, preferably one that was even larger. “Spike! Where's that copy of the Complete Collection of Canterlot Colonial Court Records?” Her question was met with silence. “Spike?” Where was that dragon now? Twilight frowned and looked up at the bookshelf nearest her. As big as the book was, it wouldn't be too hard to find even without Spike's help.

“...On this one especially...”

“Huh? Who's there?” Although it faded in and out from nothing, the voice had sounded like it was right in her ear. She spun around, but saw nopony. “Spike, is that you?” It hadn't sounded very much like Spike, but she would rather it be him than that she was hearing things now as well as seeing things.

“...Is Papilia, you know,” another voice said from over by the staircase. Twilight still saw no one.

“Um, hello then, Papilia,” she said, walking toward where she had last heard the voices, “I'm Twilight Sparkle. I'm not sure how you got in here, or why I can't see you, but--”

“Let's get out of here, this place gives me the creeps.”

“Hey!” Sneaking up on her invisibly was one thing, but nopony insulted her library! Twilight charged toward the staircase, but the voices moved upwards away from her. She heard a door slam upstairs. “You'd better not be in my room!” She ran up the stairs and burst through the door, then proceeded without stopping up another flight at the back of the room and through another door. She could not remember ever running so fast, not even when she was being chased by that hydra, but she didn't seem to be getting tired. No matter how fast she ran, though, the voices always seemed to be one room ahead of her. At last she reached the door that led out to the very top of the tree. She stopped and listened to make sure the voices were still there. Sure enough, she could just make out their muffled conversation. She slammed open the door with one hoof. “Aha!”

The voices disappeared immediately. Nothing was visible except a dilapidated telescope that had been left out in the rain one too many times. Twilight walked forward, nearly filling the tiny platform by herself. Where were the owners of the voices? Even invisible ponies had to take up space, and Twilight still wasn't convinced invisibility was possible. She instinctively looked up at the sky, but it was clear. That ruled out flight as the means of the intruders' escape, unless they really were invisible.

She was about to turn back inside in defeat when she heard someone laugh in front of her, beyond the edge of the platform. Maybe they weren't invisible after all; maybe they had hidden themselves in the tree branches instead. She leaned over the railing. A rustle in the leaves caught her attention, and she leaned out further to get a better look, her front legs balanced on the railing for support. Just as she realized the rustling was coming from a large bird, a sharp pain flared in her eye. Her hooves twitched reflexively toward her face, slipping off the railing in the process, and the next thing she knew Twilight found herself tumbling from the top of the tree toward the ground far below.

Everything seemed to go in slow motion. She felt her stomach rise up in an attempt to escape the Earth's inexorable pull as wind whistled soundlessly past her face. She shut her eyes tight to block out the wind and her view of the rapidly approaching ground, but the sensation of falling remained, keeping her mind fixed on the inevitable sudden stop that would arrive all too soon.

Twilight awoke with a jerk.

She lay still for a moment with her eyes closed and mulled over the dream. Despite the voices and the book, it had seemed so real; she could remember every detail vividly, and her memories melded seamlessly from waking up in the morning to falling off the roof. Could her whole day have been just a dream? She would certainly miss that schedule. In the morning, she would have to make one for real. She reached for her blanket, but her hooves instead met with a rubbery obstacle. At the same time, she realized she was not lying in bed but was instead suspended in midair by her hind legs. She snapped her eyes open.

It was dark, but a faint glow emanated from her left inside a bulbous green shape that looked somewhat like a giant poisonous mushroom. Twilight barely saw it, busy as she was staring at the source of the illumination itself. A certain shy pegasus stared back, eyes wide open and glowing, her face frozen in a silent scream. An endless terrified moment passed, broken only when Twilight noticed the other pony's chest move in and out as she breathed. Twilight wrenched her gaze away from Fluttershy, her heart pounding, and turned to see the rest of her friends trapped in a similar manner. What had happened? Why were they all imprisoned here? The rubbery, transparent wall in front of her was no doubts identical to the pods containing her friends. Twilight forced herself to calm down and think of something, anything that would remind her where she was and how she got there. At last, there surfaced a memory of Princess Celestia hanging upside down in a chrysalis like these as insect-winged figures roamed the palace. Changelings. They had been captured by changelings.

All of a sudden the glowing eyes and the vividness of her dream made sense. The Changeling Queen had hypnotized her brother; who was to say she hadn't hypnotized her and her friends as well? Twilight wished she would have asked Shining Armor about his experience when she had the chance. For all she knew, she could have been asleep ever since the Queen trapped her in the caves under Canterlot.

Her lungs began to grow heavy, the effort of breathing distracting her from her thoughts. She realized that the inside of the chrysalis was filled not with air but with some sort of fluid that filled her throat, her eyes, her lungs. She tried to scream, but no sound came out. Frantically, she bent her neck up and tried to cast a spell that would evaporate the goo restraining her hooves, but the magic refused to flow, like she was trying to push molasses through her horn. Though the attempt made her still more dizzy, she strained against whatever force was holding her magic in. I can't give up. I've got to get out of here, and free... my... friends...

With a pop like a corked bottle being opened, the pent-up magic exploded outward all at once, disintegrating a majority of the chrysalis into shreds that sprayed in every direction. For the second time that day, Twilight felt the sensation of falling. She landed with a damp splat on the floor below. Luckily, the fall was not a long one, and she merely had the wind knocked out of her. As a large portion of said wind consisted of cocoon goo, she was actually somewhat glad for this.

Coughing and sputtering, she tried to stand up and failed, her numb legs giving out from under her. The spell had drained her much more than she had anticipated, and she supposed her sojourn in the chrysalis hadn't helped much in that regard. Lacking the strength to try again, she lay on the floor, gasping for breath and feeling the refreshingly cool, albeit stale, air slowly ease the heaviness in her lungs. From what she could see of it, the room was easily as large as the hall in Canterlot Tower and equally long and thin. She caught a glimpse of marble archways containing shadowy equine figures before her eyes were drawn to a pair of blue orbs approaching her.

Twilight groaned. “What do we have here?” the changeling said, flashing a grin full of pointed teeth. In response, Twilight passed out.

***

“I found this one awake and out of her hive pod, your majesty.” The changeling deposited Twilight roughly on the hard floor of the throne room and spat a glob of something sticky onto her hooves. Twilight's eyes fluttered open. A warm, tingling sensation filled her body as sunlight fell on her from the stained-glass windows, and she felt strength return to her limbs. She looked up into the eyes of the Changeling Queen at the far end of the room.

Queen Chrysalis lolled on Princess Celestia's throne, her head on her hoof. “I suppose you expect me to reward you.” The smaller changeling looked up and nodded. The queen's eyes widened in anger, making the changeling cringe.“You imbecile! Why would you bring her here, instead of just putting her back to sleep? You are a changeling, aren't you?”

The changeling looked up sheepishly. “I'm just a guard, your majesty. I lack the skill to participate in such an intricate spell.”

Chrysalis rolled her eyes. “Then send for Papilia to help you, she shouldn't have left yet. I don't have time to do every little thing myself. I have a country to conquer.”

“Um...” The guard shifted his weight from side to side.

“What now?”

“The princess... she's, ah, gone missing again. Probably just out practicing her impersonations in the city,” he added quickly, backing up further as the queen rose from the throne and advanced on him.

“WHAT?”

Twilight took advantage of the queen's distraction to get to her hooves. The guard had only managed to glue down one of them, so she quietly melted the bond and backed out through the open front doors while the queen was still shouting at her subordinate.

The moment she got outside, she broke into a gallop. The few guards who were stationed outside the doors looked up in surprise, hesitating for a few seconds before taking flight in pursuit. Their buzzing wings echoed in the castle corridors, but Twilight had momentum on her side. Before they could catch up, she used her newfound strength to teleport herself out of the palace completely.

A changeling on the corner of Third Avenue and Trottingham Lane slammed into a wall in surprise at seeing a purple unicorn appear out of nowhere in front of him. Twilight ignored him and glanced at her surroundings, planning her next course of action. She could try to escape the city, maybe even make it back to Ponyville, but then what? All her friends and Princess Celestia were still trapped somewhere, and without the Princess or the Elements of Harmony, what chance did Equestria stand against the Changeling Queen?

A brown earth pony burst out of a door in front of her, pursued by another changeling. On an impulse she ran after them in hopes of rescuing the poor pony, but all such thoughts vanished the moment she turned the corner. The sky teemed with changelings flying every direction at once and nearly blocking out the sun. Their shadows danced on the ground, creating the illusion that the street itself was alive. The pony she had followed tripped and was soon covered up to his neck in green goo shot from the mouths of the changelings above. Similar scenes recurred up and down the street as ponies were flushed from their homes and into the waiting hooves of the swarm.

A trio of changelings spotted Twilight's dumbstruck form and dove at her. She ran back the way she came, not caring where she was headed as long as she put as much distance as possible between herself and the changeling army. Turning a corner at random, she nearly tripped down a flight of stairs leading to the blissfully deserted street below. She took the steps two at a time, aware of the eery buzzing growing ever louder behind her. She saw another intersection at the bottom and took a left. Once again, she counted her blessings that the only changelings in the area were the ones behind her. She looked up and down the rows of empty shops and apartments, looking for someplace, anyplace to hide from her pursuers. If only this was Market Street, with its jumbled collection of wooden stalls filled with fruit and flowers. Here, there wasn't even an open-air table at one of the restaurants, not that that would have fooled the changelings for long. Twilight ran up to the nearest door and tried to open it, but it was locked. Spotting the entrance of an alleyway up ahead, she dashed for it, limbs straining as she pushed herself to her top speed. She teleported the last few yards and threw herself against the nearer wall just as the changelings rounded the previous corner.

She heard them land, the buzzing of their wings replaced by strangely hollow-sounding hoofbeats. One such set of hoofbeats approached her hiding place slowly. I shouldn't have picked such an obvious hiding spot, Twilight realized. If they're smart, they'll know this was pretty much the only place I could have gone. Pressing her flank flat against the stone surface, she held her breath, not daring to make even the smallest noise, as the changeling walked closer and closer.

The owner of the approaching hoofbeats came within a building's length of her hiding spot, but then it stopped as another of the creatures screeched out a brief message in their unintelligible language. The nearby changeling hissed back a reply, and then Twilight heard the buzzing of their wings as they flew back the way they came, which grew fainter as they increased their distance. She waited until she could no longer hear them above the background noise of the rest of the city, and then let out her pent-up breath in a protracted sigh of relief. She wasn't sure why they had given up looking for her; perhaps they had merely returned to more crowded streets in search of easier prey. Regardless, the thought that she had successfully given them the slip gave her reason enough for her first smile since she had awoken. She peered cautiously around the corner, just to make certain that they were truly gone.

The street was once again as empty as she had found it. What she had moments ago welcomed as a salvation now struck her as exceedingly odd. Why, with all the changelings flying around and tormenting everypony elsewhere in the city, was this section of Canterlot devoid of any sign of life? Perhaps everypony that lived here has already been captured and put into those chrysalises, like my friends and I were. If so, there had to be many more chambers like the one she had woken up in just to hold all those sleeping ponies. Her insides quivered at this thought, but at least it meant the ponies were being kept alive as opposed to the alternative...

The sound of galloping hooves brought her thoughts back to her own predicament. She turned her head in an attempt to locate the source of the noise, but before she could move something pony-sized barreled into her from the alleyway, knocking her to the pavement. She sprang back onto her hooves, prepared to fight her way out of the inevitable struggle. Although stars danced in front of her eyes, she could still see that she had only one assailant to deal with. Charging her horn with energy, she aimed a knockout blow at the changeling.

“Waaait!”

Twilight could scarcely believe her eyes. Before her cowered not a changeling, but a pale yellow pegasus pony, shivering on the ground and covering her head with her front hooves, a single watery eye quivering at her from between locks of flowing pink hair. “Fluttershy?”

“Twilight? Is it really you?” The unicorn responded by nearly bowling her over with the force of her embrace.

“Of course it's me, don't worry. I'm just so glad you're safe. How did you escape?”

“Oh, Twilight, it was just horrible,” Fluttershy said, giving Twilight's neck a squeeze. “I woke up in this dark, creepy room full of big green chrysalises, and our friends were all trapped inside them, and I wanted to help, but... I got scared and ran away. I'm useless, I know.”

“No, you're not.” Twilight backed up and placed a comforting hoof on her friend's shoulder. “You were very brave. That place would scare anypony out of her right mind.”

“You were there too?”

“Yeah, I must have woken up right before you did. Didn't you see the broken pod?”

“Oh, well, yes. But I didn't want to get my hopes up that you'd escaped. So you must have gotten scared and run out the back tunnel, too?”

“Actually, I was captured by the Changeling Queen. I just managed to escape.” Twilight cursed silently when she saw Fluttershy's eyes grow wide.

“The Ch-changleing Queen?”

“Yes, she's the one trapping everypony in chrysalises. Wait a minute...” Something the yellow pony had said had just registered with Twilight. “There's a tunnel? Where?”

“It comes out back there,” Fluttershy said, gesturing to the back of the alley. “I can show you if you'd like. Only, let me stay close to you if we're going back there, it's kind of... frightening.”

Twilight allowed the pegasus to move in beside her so that her wing pressed against her side as she breathed. “Okay, let's go.” Together, they trotted to the end of the alley, only to find...

“A dead end?” Twilight disengaged herself from her friend and turned to look at her inquisitively.

“The door's probably hidden,” said Fluttershy, looking around at the stone walls surrounding them. “The tunnel looked like no one had used it in a long time. Why don't you look for it with your magic?”

Twilight turned to stare at the pegasus, who returned her gaze and jerked her head in the direction of the dead end. The lavender unicorn broke eye contact and channelled a detection spell through her horn, surprised at the effort it took. What had happened to all the energy she had felt in the throne room? Had her teleport into the city really taken that much out of her? She glanced back at Fluttershy, unsure why she felt so compelled to keep an eye on her. Her breath caught in her chest. One of her friend's eyes had transformed, a blue tint seeping across the normally white cornea and a slit-like pupil replacing the usual round watery one.

“What's wrong?” The pegasus blinked, the affected eye switching from her right to her left.

Twilight sprang back in alarm. “You're not Fluttershy! You're the Changeling Queen!”

“What?” the other pony said, taken aback. Then she caught a glimpse of her reflection in Twilight's dilated eyes. “Oh, oak galls,” she swore, her voice becoming harsher and tremolo. “And it was going so well, too.”

The back wall prevented Twilight from retreating any further as the changeling reverted to its true form in a flash of green fire. It was not the Changeling Queen; the changeling before her was too small, and her mane, if you could call the ragged membrane growing out of her scalp a mane, was cut short into bangs. However, her face and catlike eyes bore a distinct resemblance to the larger changeling, separating her from the other changelings with their identical insect-like features.

“At least I got enough of a meal to take you out with your own power,” the changeling said, advancing on the cornered unicorn.

“Who are you?” Twilight managed to blurt out.

“You don't recognize me?” The changeling stopped in her tracks and raised an eyebrow. “And yet you managed to escape from the Hivemind. Interesting.”

Twilight's confusion intensified. Why should she recognize this mare? But from her response, she knew she would not receive an answer. “The Hivemind?” she asked instead, stalling for time as she looked for a way out of her predicament.

“Yes,” the other said, smiling. “That's what we call the shared hypnosis we have you ponies in. The one to which you will be returning shortly.”

A shroud of sickly green energy wreathed her horn, but Twilight was ready for it. She leapt out of the way as the spell crackled against the stone leaving a scorch mark. She ran past the startled changeling and out toward the entrance to the alley. If she could just reach the open street...

Something wet and sticky struck Twilight's legs from all sides, tripping her to the ground and holding her there. She looked up to see half a dozen changelings leap down from various positions on the rooftops lining the alleyway. An unwelcome visage flickered into view, projected larger-than-life on the wall of the nearest building. “No,” Twilight breathed up at it.

The Changeling Queen ignored her, however, choosing to address the changeling who had been impersonating Fluttershy and had just caught up to the captured unicorn. “There you are, Papilia. Enjoying ourselves, are we? I decided to check in on you, in case you needed any... assistance.” On her last word, she glanced over at Twilight.

“I was handling everything fine on my own, Mother,” Papilia said, stomping her hoof.

Mother?

“You were about to let her escape. Again.” Chrysalis turned her attention back to Twilight. “I see now that I really do have to do everything myself. Time to go back to sleep.”

“Wait. You changelings feed off of love, right? What good is it to you if we're all asleep?”

“Oh, you don't have to love me, it just works better that way. I can intercept your love just fine in your dreams. And I can't have the Elements of Harmony wandering around free now, can I? Besides, I still have your brother.”

“You evil monster!”

“Heh. Accusations like that won't win you any friends. I thought you would have learned that by now. Anyway, enough talk, 'sister-in-law'.”

She wasn't sure how it was possible at this distance, but Twilight felt the Queen's vast magic engulf her. She fought back as hard as she could, but in her exhausted state she felt her resolve weakening. “I can't go back,” she found herself shouting. “It's not real!”

“I don't know why you're complaining,” Chrysalis said, her green eyes narrowing in annoyance. “This way everyone gets what they want. Us changelings get to eat, and you ponies get to live out your lives as if nothing ever happened. You will wake up tomorrow morning, and this will all have been a bad dream.” The pressure on Twilight's mind grew absurdly strong, robbing her of all her senses except for her view of those staring, cat-like eyes.

Then, there was only darkness.

Chapter 8: A Changeling in the Wind

“Are you absolutely certain I didn’t hurt any of you?”

Applejack sighed. “For the last time, Fluttershy, the changelings were controlling you and using you as a living shield. There’s nothing for you to be sorry for.”

“I still would have felt bad if anything had happened to you because I was too weak to try to resist,” Fluttershy said, her eyes to the ground.

“Nonsense, Fluttershy,” said Rarity. “There’s nothing you could have done, and that’s that.”

“But Rainbow Dash broke out of her spell.”

“That’s ‘cause I’m awesome like that,” said Rainbow Dash.

“Weren’t putting up much of a fight before I got through to you, though,” said Applejack sternly. Then she smiled. “Only teasing,” she said. “Ya done good.”

Rainbow quickly tried to hide her relief. “I didn’t rough you up too badly, did I?”

“I’m fine, don’t worry about it,” said Applejack. “‘Sides, we don’t blame you any more than Fluttershy.”

“Or Pinkie Pie!” the pink pony chimed in.

“Or Pinkie Pie,” Applejack added.

“Yes!” said Pinkie Pie, pumping her hoof in the air.

“What’s that going on up ahead?” said Rarity, peering down Main Street.

A crowd of ponies was gathered around Town Hall, the group’s destination, seemingly waiting for something.

“Only one way to find out,” said Applejack.

They made their way to the back of the crowd and pressed themselves in among the townsponies.

“‘Scuse me,” said Applejack, tapping Roseluck, the florist, on the shoulder. “Do you know what this is all about?”

“You haven’t heard?” said Roseluck. “There’s a fake Twilight Sparkle on the loose.”

“You don’t say.”

“Oh, but I do!” said Daisy, who was standing next to her. “The clones have come to replace us all!”

“It’s everypony for herself!” cried Lily, breaking into her usual hysterics. Her panic rippled through the crowd, mingling with the already-present murmuring.

“The worst part is, they’re not that far off,” whispered Rainbow Dash.

At that moment, a loud bang shocked the surrounding ponies into silence, and diverted their attention to the steps of Town Hall. Standing there, next to Mayor Mare, was a Twilight Sparkle, who cleared her throat and began to speak.

“Thank you. Now, as I was saying, there is no need to panic…”

“Do you think that’s the fake Twilight?” whispered Fluttershy.

“It has to be,” said Rarity. “Listen to how she’s twisting the facts. Cloning spell, indeed. The real Twilight would have just told the truth.”

“Notice how she doesn’t want to mention us, neither,” said Applejack. “Probably doesn’t want to get everypony more worried than they are already. I’ve half a mind to go back and bring the other changelings here. I’d love to see how she explains that one.”

“Too bad your double isn’t here, Rarity,” said Rainbow, scanning the crowd. “That would save us the trip. Then again, she’s probably still on her picnic with ‘Spikey-Wikey’.”

Rainbow looked hastily in the other direction as Rarity shot a glare at her.

“I wonder why we haven’t seen Fluttershy’s double either,” said Applejack, changing the subject.

“I hope she’s been taking care of the animals this whole time,” said Fluttershy.

“Good thinking,” said Pinkie. “My double had better be taking care of Gummy right. He can be a hooffull if you don’t know when to give him a bath, or build him a pillow fort, or feed him his favorite dessert—it’s chocolate sprinkles—”

“Shh!” said Applejack. “The Mayor’s speaking.”

But the Mayor’s words about getting back to business as usual merely proved Applejack’s fears. She stomped on the ground in frustration as the ponies around them started to leave the square.

“She’s bought the whole thing, hook line and sinker. I hope we can convince her.”

“So why didn’t you speak up?” asked Rainbow Dash.

“I would have, but we don’t have proof here, and we don’t want to cause another ruckus.”

“Actually,” said Pinkie Pie, “I think it was more of a hubbub.”

“Whatever you want to call it, having half of Ponyville running around senseless doesn’t help us figure out who’s a changeling. Anyhow, here’s our chance to see the Mayor.”

She started walking toward Town Hall, but Pinkie pulled her back.

“Wait! You can’t go up there yet. That look-alike Twilight is still up there!”

Indeed, the fake Twilight Sparkle was still deep in conversation with the Mayor up on the steps of Town Hall.

“Do you think we should chance it?” asked Rainbow Dash.

“What do you think, Rarity?” asked Fluttershy.

There was no answer.

“Rarity?” called Applejack. “Now, where did that mare get to?”

“Maybe she followed the crowd back to the market?” suggested Fluttershy.

Pinkie Pie popped up in between them. “Quick, here comes Twilight!”

She ushered them into an empty tent next to the road. The fake Twilight passed as they watched, apparently lost in thought.

“When was the last time anypony saw Rarity?” whispered Applejack.

“I think it was when we were talking about her changeling clone,” said Rainbow Dash. “She got all quiet an upset after that, and—uh oh.”

“Tell me she didn’t,” said Applejack.

“Didn’t what?” asked Pinkie.

“She went to go rescue Spike from that changeling,” confirmed Rainbow Dash, slapping a hoof to her face.

“Oh, dear,” said Fluttershy. “She can’t go face them alone. It’s too dangerous.”

“She won’t be alone,” said Rainbow Dash. “I’ll go find her.”

Applejack poked her head out of the tent. “Looks like the coast is clear.”

“Alright,” said Rainbow Dash. She sped off along the road, leaving a rainbow contrail in her wake.

“Well,” said Applejack, “let’s go on inside and talk to the Mayor.”

Applejack, Fluttershy, and Pinkie Pie walked through the door to the Mayor’s office, causing the bell above the door to jingle and the secretary to look up.

“Can I help you?”

“We’d like to see the Mayor,” Applejack said.

“I’m afraid Mayor Mare is out at the moment” the secretary responded.

“Wasn’t she just here, though?”

The secretary frowned. “The Mayor’s schedule is rather full today. She is currently visiting the schoolhouse, but I doubt Miss Cheerliee would take kindly to you interrupting her lessons. If you want, you can leave a message, and I will give it to her when she returns.”

“Ah, nevermind,” said Applejack. She turned halfway around, than changed her mind. “On second thought, maybe I will leave her a message. Do you have paper?”

The secretary gestured to a pad on her desk. Applejack picked up a nearby pen, scrawled out a short message, and folded it in half, handing it to the secretary.

“Thank you kindly,” she said. “Well, we’ll not take up more of your time. Come on, girls.”

After they left the office, the secretary curiously picked up the note. It was folded, so it mustn’t be meant for her eyes, but surely it wouldn’t hurt to take a peek…

She gasped. There were only five words written there, but those five were enough to send shivers down her spine. Memories of terrifying bedtime stories burst unbidden to her mind, dormant since foalhood. She shakily raised a hoof to read the message again.

There are changelings in Ponyville.

***

“What do we do now?” asked Fluttershy.

“We go fetch her from the school, of course,” said Applejack.

“But that pony said—”

Applejack huffed. “Don’t you think this is a mite more important than not interrupting Miss Cheerilee’s class? Besides, I think Cheerliee might be interested to learn why Applebloom’s been missing since the wedding. ‘Held captive by changelings’ tends to be a good excuse.”

“I-I guess she has a right to know as well.”

“Then let’s get going!” said Pinkie.

It wasn’t long before they approached the schoolhouse.

“Once we get the Mayor to come with us, this whole situation ought to resolve itself nicely,” Applejack said.

“Yes,” agreed Fluttershy. “Then we can look for the Elements of Harmony in peace.”

A swooshing sound made the three of them look up to see a cyan pegasus fly out of the sky and land in front of them.

“Rainbow Dash!” exclaimed Fluttershy. “Did you find Rarity?”

The pegasus shuffled her hooves. “Ah, no. Not yet.”

“You mean she wasn’t at the—” Pinkie started, but Applejack held up a hoof to cut her off.

“Hold on,” Applejack said. “Answer me this: where did Rarity go that you had to look for her?”

“C’mon, Applejack, I just told you I couldn’t find—”

“Just answer the question. We were just talking about it before, after all.”

“Uh.” Rainbow Dash backed away. “To look for Twilight, right?”

“I thought so,” said Applejack, stepping forward and grabbing her front hoof. “The real Rainbow Dash would have known the answer to that.”

“Aha!” said Pinkie, as if she had arrived at the same conclusion independently. “Don’t even try to run, buster. Or fly.”

“I can explai—where the Hive did that come from?” the fake Rainbow Dash said, pushing the barrel of Pinkie’s party cannon out of her face.

“You a changeling. Admit it,” said Applejack.

“Alright,” said the fake Rainbow Dash. “You got me.”

Applejack shook her head. “Don’t try to deny—wait, what did you say?”

“I said you got me. You figured me out. I’m giving myself up.”

Applejack eyed her suspiciously. “And why would you do a thing like that?”

“Do you honestly think I could stand up to all three of you?” the changeling said. “But more to the point, I was getting tired of this facade anyway. You ponies don’t seem evil enough to justify this invasion.”

“What do you mean?” asked Fluttershy. “You think we’re evil?”

“You’ve got that a tad backwards, haven’t you?” said Applejack. “You come here and steal our identities, and you think we’re the evil ones?”

“I know, I know,” said the changeling. “It wasn’t my idea to do this, believe me. But you also have to look at it from our perspective.”

“Care to explain, then?” said Applejack.

The changeling took a deep breath. “Well, from the time we’re hatched, every changeling knows the story. It’s drilled through our collective heads over and over, shared between all the minds in the Hive. The story goes that long ago the ponies cursed the changelings and stole our ability to love. That is why from then on we have been unable to give each other love and had to persist on the love of others.”

“Oh, how horrible!” said Fluttershy.

“You believe that codswallop?” said Applejack.

“I know it sounds far fetched,” said Fluttershy, “but shouldn’t we at least hear her out before judging her?”

“Actually, Applejack’s right,” said the changeling, catching both ponies by surprise. “I don’t believe it either. And even if it were true, that was all a long time ago. We shouldn’t be taking it out on you ponies. That’s actually sort of why I am here. You see, I’m a changeling spy.”

“Yeah, I think we figured that one out,” said Applejack.

“No, no,” said the changeling. “I’m spying on the other changelings, the ones led by Princess Papilia.”

“Well, they’re a little tied up now,” said Pinkie Pie.

“Um,” said the changeling. “Actually, we broke out. I’m supposed to be looking for you.”

“You’re the same changeling as before?” said Applejack.

The changeling sighed. “I guess it would be difficult for you ponies to tell us apart when we’re changing appearances all the time. Yes, I’m the same changeling. I’m actually not even supposed to be in their group, but I replaced the changeling that was supposed to be Number 5 so that I could keep a closer eye on Princess Papilia’s contingent. I was supposed to make sure she didn’t go too far in carrying out the mission, that the ponies were treated well. But the more I see, the more I think just being here is a mistake. You see, I’m part of a group that rejects the Queen’s invasion plan, and wants to find a diplomatic solution. I had to keep quiet around the other changelings, but I actually want to help you.”

“I actually know a perfect way you can help us,” said Applejack.

“You do?”

“Yep. I still don’t think we can trust you, but if we deliver you to the Mayor, that will be all the proof we need that changelings are here in Ponyville.”

The color drained from Number 5’s face. “Y-you can’t do that!” she cried.

“Sure we can,” said Applejack. “Now, is there anything we can tie her up with?”

Fluttershy began to protest but Pinkie Pie shouted “I’m on it!” and pulled the cord on her party cannon. With a bang, streamers shot out and wrapped themselves around Number 5, the ends somehow tying themselves into a bow over the changeling’s mouth. Number 5 whimpered, unable to speak properly.

“Don’t worry,” said Pinkie Pie, patting Number 5 on the head. “We’ll let you out after we show you to the Mayor.”

“Alright,” said Applejack. “You two stay here and make sure she doesn’t escape again. I’ll go get the Mayor.”

Ignoring Number 5’s muffled cries, she walked down to the schoolhouse and entered. The changeling’s struggles grew more frantic.

“Actually,” said Pinkie, “could you try not to move around so you don’t rip the streamers? I still need them for Gummy’s next birthday. He’s turning two, you know. Just stay re-e-eally still.”

“Um, Pinkie?” said Fluttershy. “I don’t think she can breathe.”

“Oops,” said Pinkie, as what could be seen of the fake Rainbow Dash’s face started growing bluer than normal. “Sorry about that.”

She reached up and tugged down the bow, freeing the changeling’s face. Number 5 took a gulp of air, then blurted out “you’ve got to stop her! She’s in terrible danger!”

“Applejack is?” said Fluttershy. “What do you mean?”

“I mean, she just walked right into her trap.”

“Her trap?” asked Pinkie Pie. “Whose trap? Cheerilee’s?”

“No,” said Number 5. “Number 1’s.”

***

Twilight pulled back, her magic nearly spent. Though her spells had managed to dispatch several dozen timberwolves, the wooden monsters had just kept coming, and the ones that had been broken merely reassembled themselves to rejoin their brethren. Even Philomeena’s fiery aura had not managed to keep them back.

“THE EVERFREE WILL RECLAIM WHAT HAS BEEN TAKEN FROM IT,” the trees rumbled.

Twilight bumped into Princess Luna, who looked similarly exhausted. The two of them had together backed up to the rubble of the burned-down cottage, and could go no further.

“We have never seen the Forest so enraged,” Luna said. “We must leave this place with much haste. Quickly, climb upon our back.”

She lowered herself close to the ground. Twilight hesitated for a second, but obliged when a timberwolf’s claws missed her by inches. She scrambled on top of Luna. With a mighty flap of the alicorn’s wings, they were airborne, barely escaping the jaws of the timberwolves that snapped at their hooves. They soon overtook the canopy of trees, Philomeena gliding along beside them.

Twilight looked back, catching a brief glimpse of the quickly dwindling clearing, which she could have sworn was filling back up with trees as she watched, but before she could get a better look, she was forced to turn back around to regain her balance.

“What was that about?” she asked Luna.

“The Everfree Forest possesses an ancient magic, as old and powerful as Harmony itself,” Luna responded. “Star Swirl’s spell was preventing the forest from entering the clearing, and it resented the loss of its freedom greatly.”

“Do you think that could happen to Ponyville? The earth ponies who founded it originally got the land by clearing a section of the forest.”

“Hmm,” said Luna. “I do not think so. Though the forest has grown wilder in the past thousand years, it is likely the unnaturalness of Star Swirl’s spell that drew its ire. If Ponyville has not been attacked already, it would seem the Everfree has already accepted its new borders.”

“That’s a relief,” said Twilight.

Princess Luna let out a strained groan. “We must land soon. It is after midday, and our wings are unused to carrying such a burden.”

She descended back through the treetops, practically collapsing onto the ground as she landed. Twilight quickly jumped off her back and caught her drooping head, laying it down gently.

“Thank you, Twilight Sparkle,” Luna said. “We shall rest here until we are recovered.”

The alicorn closed her eyes and began to snore gently. Twilight held back a giggle.

“Sweet dreams, Princess.”

“That is ours to say,” Luna mumbled sleepily. “Wake us up for the moonrise.”

“Will do.”

Twilight looked around to see where they had landed. They were far enough away from the clearing that she hoped they would be safe from the timberwolves, but the forest held other dangers besides its resident xylofauna. She needn’t have worried, though, for through the trees she spotted a familiar light, coming from several firefly lanterns.

“Zecora!” she exclaimed, running toward the hollowed-out tree the zebra used as a home. “The real Zecora, this time!”

She knocked excitedly on the door, and waited. After a minute of waiting, though, she started to get disheartened. She knocked again, louder.

“No, don’t you be gone, too,” she pleaded.

“Not gone, but merely over here,” came a voice.

Zecora hobbled into view from the opposite direction as Princess Luna, limping on her foreleg.

“Zecora!” cried Twilight. Then she noticed her leg. “What happened?”

“Fluttershy has been captured by changelings, I fear,” said Zecora. She looked down at her leg. “One tried to attack when I peeked at their nest, but I made an escape, and now you know the rest.”

“You shouldn’t be walking on that leg,” said Twilight. “Come on, let’s get you inside.”

Twilight leaned herself up against Zecora’s injured side, supporting the zebra’s weight as they walked into the hut. Zecora slumped down onto a chair and grabbed some bandages and herbs that were hanging from the ceiling.

“Thank you for helping with my injury,” Zecora said as she tied the bandage around her leg. “Now what made you come here, seeking me?”

“It’s a long story.”

“If you have time to tell me, I have time to listen.
I’m not going anywhere in my condition.”

“Well,” Twilight began. “Actually, before I begin, do you think you can put up with one more guest? Princess Luna is trying to sleep out in the woods, but I think she’d be much more comfortable in a real bed.”

“The Princess of Night is out in the day? By all means, in my bed she can stay.”

Twilight hurried out, and returned with a half-asleep Luna, who mumbled a royal thanks to Zecora before flopping onto the bed and passing out. Philomeena perched atop the side of the bed and did the same.

Zecora seemed to take the appearance of a Princess of Equestria in her home rather well, staring at Luna with genuine interest rather than the fear and awe most ponies showed around her.

“I am curious more now than ever before
What events could have brought all of you to my door,” she said simply.

Over Princess Luna’s soft snoring, Twilight told Zecora everything. When she was finished, the zebra closed her eyes in thought.

“So not just Ponyville, but Canterlot too.
Even for changelings, this approach is quite new.”

“And the worst of it is,” said Twilight. “I don’t know what to do about it. They’re too strong now, even for me. And since Star Swirl the Bearded apparently lied about the Elements of Harmony being in Ponyville, all I have is this book.”

She pulled out Star Swirl and Clover’s journal, and placed it on Zecora’s table.

“And as much as I’d like to think I can just look up the answer,” she continued, “unless there’s a ‘set everything right’ spell in there, I don’t think it’s going to be much help.”

She set her head down on the table. “Probably wouldn’t have enough magic to cast it anyway.”

Zecora took a sip from the tea she had brewed while Twilight was busy telling her story.

“I could teach you my skills if you seek stronger magic,” she said.

“You could teach me magic?” Twilight said, swinging around to face the zebra. “But you’re…”

Zecora laughed and waved her hoof over her cup, causing the contents to swirl up in a spiral that hung in midair before sloshing back down. “A zebra without magic would certainly be tragic. But if things are as you say, there may yet be an easier way.”

“What do you mean?”

“Changelings eat love to fuel their powers. With no one to love them, they’ll fade within hours.”

“That’s right,” said Twilight. “The changelings in Canterlot were feeding on the ponies trapped in their Hivemind. But they can’t be doing the same thing here, can they? They haven’t replaced everypony yet, or they wouldn’t have been so afraid of being found out. We’ve got to figure out what their plans are and what they’re doing here in order to expose them and cut off their food source.”

Zecora frowned. “I might have a guess as to their true goals. They have stolen all of Ponyville’s—”

***

“Foals! Pay attention!” shouted Miss Cheerilee. “We have a very special guest here today. I would like you all to welcome Mayor Mare, the leader of our town. It is her efforts that keep Ponyville running smoothly.”

“Thank you, Miss Cheerilee,” said Mayor Mare, “for those kind words of introduction.”

She glanced around the room, meeting the gaze of several colts and fillies..

“And welcome, everyone, to what I hope will be a most instructive lesson, one for which Cheerilee will be assisting me. Miss Cheerilee, would you please dance for us?”

Cheerilee’s hooves began to tap against the floor, slowly at first but quickly increasing in tempo until she was doing a lively tap dance at the front of the room.

“This all feels kind of silly,” she commented.

“I know, I know,” said Mayor Mare. “Now, kindly jump out that window.”

Cheerilee stopped immediately. “I don’t understa—gah!” She clapped a hoof across her forehead in an unmistakable headache.

“That’s alright, dear,” said Mayor Mare. “Why don’t you just sit down.”

Cheerilee complied, wordlessly, and Mayor Mare addressed the class once more.

“The power to control. It is an important skill to learn, my little changelings, but before you use it you must first know its limits. As you saw, I could not make her do something completely reckless or against her nature, and indeed, attempting such an order can be enough to completely break one’s hold over a pony. On the other hand, something which merely requires a certain lack of inhibition, such as dancing in front of class—”

A colt in the front row snickered. Mayor Mare rounded on him immediately.

“Do you think this lesson is funny?” she asked, menacingly.

“N-no, ma’am.”

“Good,” said Mayor Mare, returning to the front of the room. “Because this is a very serious lesson indeed. As I was saying, making a pony act without inhibition is less dangerous, but the safest course of action, and the most important skill one can learn is to make a pony act normally. For example, I have ordered Miss Cheerilee to not listen to me unless I address her directly. This is a changeling’s most powerful arsenal outside of changing form, for even the best changelings make mistakes. Whereas modifying memory directly is of the highest caliber of magic, this type of hypnotic control is quite simple; even you lot should be able to pull it off with practice. And it is quite effective, for what pony would suspect they are being controlled if they are acting how they normally would?”

There was a knock on the door.

“Miss Cheerilee, would you get that for us please?” said the Mayor.

Cheerilee walked over to the door and let in an apologetic-looking Applejack.

“I don’t mean to interrupt,” Applejack said, “but I need to borrow the Mayor for a minute. It’s very important. You might want to hear as well.”

“Oh?” said the Mayor. “And what is so important for me to hear?”

Applejack beckoned them both closer, than whispered, “there are changelings in Ponyville, creatures that can disguise themselves as ponies and take their place. The girls and I thought that you should be the first to know so we can decide what to do.”

Mayor Mare raised an eyebrow.

“I know it’s hard to believe,” said Applejack. “That’s why we have proof. If you’ll just come outside…”

“There is no need for that,” said Mayor Mare. “I believe you. Please, come inside so we can talk about this.”

She walked back to the head of the classroom. Applejack followed hesitantly, glancing at the rows of students who were staring at her with wide eyes. She did a double take when she spotted Applebloom in her seat, staring with the same stunned expression as the rest of her classmates.

“A-Applebloom? What are you—?”

The Mayor cleared her throat.

“Sorry Mayor, I…” said Applejack. She glanced anxiously back at Applebloom. “Uh, do you really think it’s alright to talk about this in front of the children?”

“Oh, it’s fine,” said Mayor Mare. “They already know.”

Applejack swung around to face the class, whose eyes were glowing green in unison. A hissing sound escaped their collective throats.

“Land sakes!” exclaimed Applejack. She turned to the exit just in time to see Cheerilee slam the door in front of her, eyes trance-like and glowing green.

“Class,” Mayor Mare said, raising her voice, “I believe it is time for some hooves-on practice.”

“They’re all changelings?” Applejack said.

“Changeling foals,” corrected the fake Mayor. “But they are quick learners. They ought to have plenty enough magical proficiency for this.”

“So what?” said AJ, backing up from the advancing changelings. “You’re gonna put me back in that Hivemind thingy? We just got done explaining to you changelings how that won’t work anymore.”

“Oh, I know all about your propensity for escaping,” said the fake Mayor. “Which is why we will be using more… conventional means to subdue you. But first, a little sleepiness wouldn’t be amiss. Class?”

A dozen beams of lime energy shot out at Applejack’s head, and she found that she couldn’t move. Even keeping her eyes open was proving a mighty task.

“You won’t get away with this,” Applejack said, stifling a yawn. “Ah’ll…”

“We’ll save you, Applejack!” came a cheery voice from outside.

There was a loud bang as the door burst off its hinges into the room, followed by a cloud of confetti and smoke. Pinkie Pie stepped triumphantly in through the chaos, followed by a somewhat less triumphant Fluttershy. Applejack found herself suddenly wide awake once more, as the startled foals lost concentration on their spell.

“Are you alright?” asked Fluttershy.

“I am now, thanks to you two,” Applejack answered. She delivered a mighty kick to Cheerilee’s desk, knocking it into the changeling Mayor. “That’s what you get for impersonating the Mayor and stealing all of these foals.”

The changeling foals gasped as their mentor was thrown into the wall, but they recovered quickly and made to surround the ponies.

“No you don’t, you little varmints,” Applejack said, forcefully shoving the foals away to clear a path to the door, but her hoof was caught by Fluttershy’s before it could connect.

“Don’t hurt them!” the pegasus pleaded. “They’re just foals!”

“They’re changelings!” said Applejack, shaking herself free from Fluttershy’s grip. “Foals or not, these things are a menace. We need to get out of here right now and warn the town.”

“It still doesn’t feel right,” Fluttershy said, trying to fend off a filly that was ineffectually snapping its jaws at her.

“Then don’t think about it too hard. You can try to help Cheerilee out of here, I think they just have her under some kind of spell. Pinkie can help me clear a path, right Pinkie?”

The pink pony appeared at her side and nodded but a muffled voice behind her caught Applejack’s attention.

“Ffaff nrrrt mrrrrrrrrr!” the voice said loudly.

Applejack and Fluttershy spun around to see a green blob stuck to the side of Cheerilee’s overturned desk, curls of pink hair sticking out at odd angles.

“Hrmph,” said the non-trapped Pinkie. “Rule number one of engagement…”

With a flash of green fire, she returned to her Mayor Mare form, her voice changing to match.

“...Never take your eyes off of the enemy.”

Green flames wreathed a non-existent horn above her graying mane. There was a bright flash, and Applejack was trapped in a blob of green just like Pinkie Pie.

“Two down, one to go,” the changeling taunted, leering at Fluttershy.

Fluttershy bolted.

She made it as far as the row of bushes around the schoolhouse before being brought to earth by a shot of green magic that bound her hooves together with goo.

“Now, now, we can’t have you running off, dear,” said the changeling Mayor as she slowly walked to where Fluttershy had fallen. “You might go and warn some—hello, what do we have here?”

She had stumbled across Number 5, still wrapped up in colorful streamers.

“N-Number 1,” the changeling stammered. “I can explain!”

“You can explain how you were captured, against your will, in a bunch of easily torn crepe paper? Or perhaps you would rather explain how the ponies knew to rescue their friend? How they showed no surprise at the hatchlings being there?”

Number 5’s face blanched as Number 1 smiled above her.

“Oh, yes,” Number 1 said. “I think you can explain quite a lot.”

***

“Here are the daisy sandwiches you picked up,” said Spike, listing the picnic items as he placed them carefully on the blanket. “And the bottle of lemonade can go here, my bag of rose quartz over there…”

“Such a helpful young dragon,” said the white mare with him.

“Of course, milady,” said Spike, bowing dramatically in the midst of taking the next item out of the picnic basket. He looked up into Rarity’s smiling face, falling sweetly, irresistibly into those big, sapphire eyes…

He nearly toppled over from holding his bow too long. Rebalancing, he sheepishly drew a tin of cookies out of the basket.

“Are you alright, Spike?” said Rarity. She scooted closer to him.

“Yeah, I’m alright,” said Spike. He looked up to find Rarity much closer than he had expected. “Uh.” The tin of cookies fell to the ground.

Rational thought ceased as he got lost in her once more. She herself gazed unflinchingly at him, her look of worry changing into one of relief and content. She looked even more beautiful up close than he remembered, her white fur and purple mane contrasting perfectly with the green grass and her now green eyes. He barely registered her voice as she spoke.

“So suggestible. Yes, you’ll do nicely.”

“Oh, no you don’t!” another voice cut in.

Spike wrenched himself away from the vision in front of him to inspect the newcomer. The fog in his mind cleared instantly as he saw another Rarity, who charged into the first Rarity before she could react, slamming her to the ground.

“What the—” he stammered, eyes flitting between the identical mares glaring daggers at each other from the ground. “Two Raritys?”

“This one is an imposter,” said the new Rarity. She got up, still keeping an eye on the Rarity on the ground. “I’ll explain everything once we get out of here.”

A black tendril grabbed her around the ankle and flung her to the ground again. The first Rarity stood up. Her nostrils flared in anger, and her shadow writhed on the ground like a tangle of worms.

“You,” she spat, addressing the new Rarity. “What gives you the right? I don’t know how you escaped, but nopony, and I mean nopony, is allowed to come between me and my prey.”

The shadow lashed out once more, tossing Rarity several feet, where she landed in a crumpled heap behind Spike.

“And as for you, Spike” said the figure who was increasingly, obviously, most definitely not Rarity, “you will forget her and remember only our love.”

Her eyes glowed a bright green, and Spike’s eyes reflected the light as the spell drew him in once more.

“Don’t you dare,” said Rarity. She dragged herself in front of Spike, breaking both his line of sight and his trance.

“Oh, you want to be punished first?” Not-Rarity laughed. “I’m all too happy to oblige. After all, I just need to keep you alive.”

A shadowy tendril shot out and wrapped around Rarity into a tight cocoon, then lifted her into the air. She struggled, but the shadow held her tight.

“Rarity!” screamed Spike, as he watched his crush vanish into shadow. “You let her go, right now!”

He leapt at the imposter, doing his best to scratch and bite her, but she held him at arms length with a simple outstretched hoof.

“You really love her, don’t you?” not-Rarity said, playfully constricting the shadows around Rarity’s struggling form. “I’m going to savor every moment of this.”

“Yeah, I’ll bet you are,” said a voice from behind.

A rainbow blur barreled into not-Rarity, sending her flying with a loud “Oof!” The shadows faltered and dissolved into purplish mist.

Rainbow Dash caught the suddenly free Rarity as she fell and placed her gently on the ground. As soon as she touched down, however, the real Rarity sprang to her hooves and spun around, surveying the situation.

“Quickly, before she gets up,” Rarity said. “We must get out of here.”

She scooped Spike up onto her back and the three of them raced back toward Ponyville proper.

“What was that all about?” asked Spike.

“That thing back there was a changeling imposter,” Rarity replied. “A shapeshifter, who feeds off of love. When we were in Canterlot for the wedding, they took the opportunity to replace the six of us Elements of Harmony, and probably a lot more ponies besides.”

“Even Twilight?” Spike asked, incredulous.

“Especially Twilight,” said Rainbow Dash. “She’s their changeling princess leader.”

“Twilight, a princess?” Spike snorted. “That’ll be the day.”

“This is no laughing matter,” said Rarity, which shut Spike up quickly. “We have to warn the Mayor right away.”

“We might have already been there if somepony hadn’t run off on her own,” reminded Rainbow Dash.

“I couldn’t very well leave Spike with that monster,” said Rarity. “Although I do admit I expected it to be much easier. But still, who knows what she would have done to him?”

“I have a few guesses,” said Rainbow. “And I guess you’re right, even if you ended up being the one that needed saving.”

Spike puffed out his chest. “You know,” he said, “I could have taken her on my own. But, uh, thanks, both of you, for coming to rescue me. That shadow thing was mega creepy. Can all the changelings do that?”

“I certainly hope not,” said Rarity.

***

Shining Armor followed the changeling out of the palace and around Canterlot. It seemed that the prisoners he had overheard the changeling mentioning were being stored in an apartment nearby. Shining needed only one look at the green pods to determine that Cadance wasn't among them. But there were more changelings to follow.

Most of the swarm had set about building crude web-like shelters in the now-abandoned streets, so that most of downtown Canterlot resembled some sort of Nightmare Night campground. Some, however, were still marching back and forth between the city proper and the palace, and it was these that Shining Armor followed next. From snatched bits of conversations, he determined that any important prisoners were being kept somewhere close to the palace itself. As the Changeling Queen's chosen disguise, Cadance was sure to be among them.

He was also heartened to learn that his sister and her friends had caused an uproar by escaping before him. Shining was half tempted to look for them as well, but he reasoned that if they had evaded the changelings for this long, they were as determined to not be found as he was. Indeed, if they had any sense, they were probably far away, raising the army that would be necessary to liberate Canterlot. It was what he would be doing, but Cadance came first.

After two more hours with no leads, however, he decided to change his tactics. Finding a hiding spot on the mountainside, where he would have a good view of both the palace and any approaching changelings, he sat, and he waited. And his patience was soon rewarded when a pink alicorn emerged from the palace and stormed toward the statue gardens––the Changeling Queen, still in disguise. Shining marked where she disappeared from sight, and carefully followed.

The path down the cliff face was treacherous for a pony without wings, but Shining was glad to have many nooks and crannies in which to hide as he approached the cave the Queen had disappeared into, its entrance hidden from above behind a hanging bush. He waited for his eyes to adjust to the darkness within before following; he couldn't chance lighting his horn.

At last, he reached an enormous cavern, its walls as shiny as gemstones. He found it incredible that such caves could exist under Canterlot, and even more that the Changeling Queen knew about them while he, the Captain of the Guard, did not. He would have to make sure his guards were aware of this possible weak point once they regained control of the city above.

Unlike the passage before, this room was patrolled by a mixture of armored changelings and what looked to be hypnotized ponies. He waited by the threshold, unable to go on, but watched as the Changeling Queen approached the far wall of the cavern. She said something to her guards, and they stood aside to let her pass, though there was no entrance that Shining could see. Then she threw up a ring of flames around herself, and appeared to melt into the floor and wall, passing through them as if they were water.

Freeing Cadance was going to be more difficult than he had expected.

***

Cadance stared listlessly at the rock wall in front of her. Rocks, crystals, and more rocks: that was all she had gotten to look at for what felt like weeks. She had long ago given up movement; what use was walking around when ten paces in any direction brought you back to another rock wall? Besides, she needed to conserve energy. For what, she did not know––she didn't even have enough magic left to blast herself out, like Twilight had done on the day of the wedding––but she held on to that last spark. Just in case. After all, she had escaped once, for a few glorious moments of freedom before it was all snatched away once more. The hope that it would happen again kept her going.

Her ears perked up at a distant crackling sound. She immediately thought of the rock walls of her prison crumbling away, but quickly dismissed this as a product of wishful thinking. Whatever the sound was, however, it grew closer as Cadance held her breath. A green sphere of fire phased through the wall, revealing the source of the sound as the crackling of the flames. The ball landed in front of her, extinguishing itself to reveal the form of her lookalike.

"Changeling Queen," Cadance growled, her voice having trouble escaping from lack of use. "What more do you want from me?"

"Nice to see you too," said Chrysalis, though her voice betrayed otherwise. "I so rarely get the pleasure of seeing that pretty face of yours. Except every morning in the mirror, of course."

"You horrible monster."

"You ponies love using that word, don't you? I'm tempted to show you exactly how much of a monster I can be, but this visit is for business, not pleasure. It has to do with our mutual fiancé."

Cadance's face went pale. "What have you done to my Shining Armor?"

"Don't worry, I haven't touched him," said Chrysalis, her face contorting into a grimace. "In fact, he's been decidedly distant all week. Loss of memory, strange behavior, almost as if he's under a spell. You wouldn't happen to know anything about that, would you?"

Cadance narrowed her eyes. "You're the only one keeping Shining under a spell. I would never stoop to that level. Besides," she said, smirking at the changeling, "I don't need to use magic for Shining to love me. Maybe he's just seeing right through your pathetic disguise. After all, you could never love him like I do."

"We'll see about that!" Chrysalis fumed, turning around and phasing back out of the room.

Cadance smiled. If Shining Armor could stand up to that witch's powers, then there was one more ray of hope.

***

“What do you mean she’s not here?”

Rainbow Dash gaped incredulously at the Mayor’s aide as the latter stared up at her over her horn-rimmed spectacles.

“I meant what I said. The Mayor is a very busy mare. You can’t just expect her to drop everything and meet with any pony who walks through the door. You’re the second group today that’s tried.”

“The first group wouldn’t happen to have been Fluttershy, Pinkie Pie, and Applejack, would it?” asked Rarity.

“As a matter of fact…” the secretary began, but she broke off and stared suspiciously at Rarity. “Hold on, are you here about the same thing? Because they already left a message for the Mayor. One which I certainly have not read and which I will give to the Mayor as soon as she returns.”

“...Alright,” said Rarity. “Well, I suppose things here are taken care of. Come on.”

Rainbow Dash and Spike followed her out the door, the secretary giving a halfhearted “have a nice day” as they left.

“We really should regroup, anyway,” said Rainbow. “Who knows when any of our clones will find us.”

“It feels strange, though,” said Rarity. “This is our home. Why should we be the ones forced into hiding?”

“She’s got a point,” said Spike. “Why does it have to just be the Mayor you tell? Not everypony in this town can be a changeling, can they?”

“You’re right!” said Rainbow Dash. “Who cares what Twilight or Applejack think? If we want results, we’ll have to get as many ponies on our side as possible, not just the—the Mayor!”

All three of them gasped as they saw Mayor Mare walking up the road toward them, with a few fillies on either side helping her pull a wagon covered in tarps. They ran up to meet her halfway.

“Mayor Mare,” said Rarity, panting slightly, “you have no idea how relieved we are to find you. We have an urgent matter to bring to your attention.”

“Ponyville’s got a problem,” said Rainbow Dash. “A changeling problem.”

“Oh, dear,” said Mayor Mare. “That is indeed serious. How many other ponies have you told about this?”

“We wanted you to be the first to know,” said Rarity, “but—”

“Good,” said Mayor Mare. “This situation calls for delicate action. You can wait for me in my office, I shouldn’t be long. Just have to get a few things packed away.”

“What’s in the wagon, anyway?” asked Rainbow Dash. She tried to lift one corner of the tarp, but the nearest schoolfilly slapped her hoof away.

“It’s a surprise art project the children at the school have been working on,” Mayor Mare answered. “We’re storing it in Town Hall until it’s ready to exhibit. But don’t worry, you’ll get to see it soon enough.”

As the trio returned to Town Hall to wait, they were too far away to hear the Mayor chuckle under her breath. “Yes, soon enough.”

***

Changeling Number 3 stomped down the Main Street of Ponyville. Her head swung back and forth in time with her strides, delivering sharp glares at anypony unfortunate enough to get too close. Not that they weren't trying to keep their distance; to the other ponies of Ponyville, it looked like Rarity was on a warpath, so they knew to stay out of her way.

"Where. Did. They. Go?" she fumed under her breath. How could her doppelganger and companions have disappeared so quickly?

She paused and took another look up and down the street, noticing that she was near the Library.

"I suppose I ought to inform 'Twilight' of this."

She raised a hoof to knock, but before she made contact the door swung open, revealing a startled Papilia. The changeling princess put on a nervous grin, noting Number 3's furious expression.

"Why, 'Rarity', whatever brings you—?"

Number 3 cut her off by grabbing her around the hoof and dragging her back inside, closing the door behind them.

"We have a problem," she hissed after making sure they were alone. "The ponies are here. They must have followed us from Canterlot somehow."

Instead of expressing shock and horror like Number 3 expected, Papilia gave her her most deadpan stare.

"Missed that little memo, did you?"

“Y-you knew?” sputtered Number 3. “You knew, and you’ve been letting them run around ruining things and stealing my snacks?”

“There is more prey around than just that dragon, Number 3. And you should watch your tone around your princess.”

Number 3 went down on her front knee. “I apologize, your highness,” she said more calmly. “I was merely wondering what your plans were for the Element Bearers, knowing that they are here.”

“Don’t worry, I’ve already taken steps to keep them from exposing us. The townsponies are currently on the lookout for magical clones made by one of Twilight’s experiments. And I already have the rest of the team looking as well. Although seeing as you failed to catch them, I don’t know how much help you all will be.”

“They took me by surprise this time. Next time will be different.”

“I hope so. Where did you see them?”

“On the outskirts of town. They were heading toward the main street when I lost them.”

“Can’t have gone far, then…” mused Papilia. “Let’s see if anyone else has seen them.”

Papilia’s Hive-Orb flew down the stairs, wrapped in her green magic aura. A light inside the ball blinked steadily, increasing in tempo and intensity as the changeling brought it to her face.

“It seems like someone has some news after all.”

Papilia sent a spark from her horn to the ball, and the glowing light faded away to be replaced by the image of a face, looking out at her as if from inside the ball.

“Number 1?” Papilia said when she recognized the face as that of Ponyville’s Mayor.

“Indeed it is, Princess,” said Number 1, “and what excellent timing you have. Oh, don’t be so surprised. I know you said you and your team could handle the ponies yourself, but it seems we have underestimated the extent of the problem.”

“You mean the other Element Bearers escaping while we were occupied calming down that crowd?” Papilia snapped.

“Oh, good, you know,” said Number 1 cheerfully. “I would hate to have been the bearer of bad news. Allow me to give you some good news instead: the situation has been taken care of. Right now, I have locked in the Town Hall cellars—”

“Ask her if she has the dragon,” said Number 3, but Papilia waved her off.

“Now is not the time to be thinking with your stomach, 3. Number 1, do you mean to tell me you’ve recaptured all of them so soon?”

“Oh, not all of them,” said Number 1 with a chuckle. “Not yet, at least.”

“That doesn’t sound very ‘taken care of’ to me.”

“Don’t worry, the others will be walking right back into custody at any moment. But I had to save some of the fun for you, after all.”

“What kind of ‘fun’?”

“Let me put it to you straight,” said Number 1, suddenly serious. “If you want to clean up your own mess, be in the Mayor’s office in five minutes. Rarity and Rainbow Dash will be expecting the Mayor herself, so dress accordingly. Oh, and tell Number 3 that Spike the dragon will be there as well.”

“Good,” said Number 3.

“And those two are the only ones left?” asked Papilia.

“Other than Twilight Sparkle, yes. But you and the rest of the team have that little mishap under control, don’t you?”

“Don’t patronize me, Na—Number 1,” said Papilia. “I outrank you, and don’t you forget it.”

“I wouldn’t dream of it,” said Number 1. “That does remind me, though, after you’re done here I have another prisoner for you to meet. I think you’ll find her quite interesting.”

“And who would that be?”

“I’m sorry, I’ll have to let you go now. Classes to teach, you know. Ta ta!”

“Who is it, Number 1?” Papilia shouted into the orb, but Number 1’s face had already disappeared. Papilia angrily let the orb drop, and it rolled away to the edge of the room. She didn’t bother retrieving it.

“I really hate that mare some days,” she said.

“So, Princess,” said Number 3 after an uncomfortable silence, “are we going?”

Papilia closed her eyes and took a deep breath. When she opened them again, they sparkled with renewed certainty.

“Of course we’re going. You have to earn you lunch back, don’t you?”

“Excellent,” Number 3 said, a grin spreading from ear to ear.

***

Spike sat in a chair in the lobby of the Mayor’s office, tapping his claws nervously against the seat. Beside him Rarity and Rainbow Dash sat, similarly anxious for the Mayor to return, and equally silent. This silence was unwilling on Rainbow’s part; every time the pegasus spoke or fidgeted too loudly, the secretary would snap at her to be quiet before returning to her work. In the quiet room, the sound of her hooves on her typewriter was deafening, the hypocrisy surely adding to Rainbow’s discomfort.

After the fifth time of being yelled at for rocking her chair back and forth, the pegasus had had enough. “What’s taking her so long?” she shouted, this time knocking her chair over for real as she sprang into the air. The secretary opened her mouth to give her yet another lecture on how busy the Mayor was, and how lucky they were to have gotten a meeting at all, when the Mayor herself entered the office. Everyone’s eyes, however, were on the pony trailing behind her.

“Twilight!” shouted Rarity and Spike in unison, as Rainbow gasped.

“Is it really you, darling?” Rarity continued.

“Yeah, how do we know it’s her?” Rainbow asked, circling Twilight from above. “You were pretty friendly with the fake Twilight this morning, Mayor.”

“Funny, I thought the fake was the one on the loose,” said the secretary warily. “What’s going on here?”

“Could you leave us for a second, dear?” the Mayor asked her. “There is a rather delicate situation we must discuss.”

The secretary stood up in a huff, but nodded respectfully toward the Mayor as she walked stiffly to the exit, closing the door behind her. The Mayor sighed.

“I admit, I was taken in this morning, but Twilight approached me soon after you three did. Apparently she has been lying low while the town looked for some kind of magical clone. She told me the truth about the changelings, though. I doubt a real changeling would do the same.”

Spike thought he heard a gasp, though neither of his friend had reacted. Passing it off as his imagination, he focused on Twilight. She certainly looked the same, but if what Rarity said was true, the changeling had already been fooling him for days.

“If you want, I could leave,” Twilight said, glancing toward the door.

“Nonsense, darling,” said Rarity.

“Besides,” said Rainbow Dash. “If you really are a changeling, we want you here where we can keep an eye on you.”

“Your vote of confidence is overwhelming,” Twilight said quietly.

The Mayor cleared her throat. “Anyway, let us get down to the point of this meeting. First, tell me everything you know so far about these changelings so we can mount a proper response.

Spike zoned out as Rarity and Rainbow Dash took turns telling the Mayor the same story he had heard on the way there, with Twilight nodding at intervals. He was startled out of his stupor, however, by a soft tapping directly behind him. Looking at the window behind his chair, he made out an orange bird balanced on the sill, tapping at the glass with its oversized beak.

“Peewee?” he said. He opened the window and let the baby phoenix hop into his outstretched hands. “What are you doing here, little guy?”

In answer, Peewee began squawking loudly and tried to flap his way out of Spike’s claws in the direction of Twlight. Spike held onto him tightly.

Everypony turned at the sound, staring at the new arrival.

“A phoenix,” breathed the Mayor.

“Whoah, what’s going on with Peewee?” asked Rainbow Dash, as the bird started flapping even more frantically.

“I don’t know!” said Spike, now having to dig in his feet to avoid being dragged across the floor. “He’s only done this once before, when…”

He trailed off, eyes widening in realization. Peewee had gone this crazy only one other time—yesterday when he had returned from Canterlot with Twilight. Except that Twilight had been a changeling in disguise. Which could only mean—

“You!” Spike shouted at the Twilight in front of him. “You’re still a changeling. Peewee recognized you yesterday, and he came to warn us again!”

“Twilight’s” eyes never met those of her accuser, instead glaring at the bird with pure fury.

“I thought I warned you not to blow my cover, bird!” she growled. Her horn lit up with a green flame that most certainly did not match Twilight’s normal magic.

Before the revealed Papilia could cast her spell, Rainbow Dash tackled her to the ground.

“I knew we couldn’t trust her,” the pegasus said. “Help me tie her up or something, maybe we can get some info out of her.”

“So much for the subtle approach,” said the Mayor, transforming back into her more familiar Rarity form. “That’s better,” said Number 3, and she blasted Rainbow off her hooves with a burst of magic like a small meteor.

“No,” said Spike, backing away. “Not you again.”

“Me,” said Number 3. “And after your friends are put away, we can start again where we left off.”

“Oh, no you don’t,” said Rarity, jumping in front of the advancing Number 3. “Spike, get out of here, now.”

“But—”

“You have to warn the townsponies!” said Rarity. “Now go!”

“No!” shouted Papilia, aiming a burst of flames at the dragon, but it was too late: Spike was already out the window, holding Peewee close as he ran down the boardwalk that ran around Town Hall.

A scream behind him stopped him in his tracks. “Rarity!” he shouted, almost turning around, but the echoes of her entreaties for him to leave her and go warn the town gave him the strength he needed to keep moving. He ran to the steps that led down to the street, almost colliding with the secretary as she burst through the doors of Town Hall at top speed.

“Dragon!” she said, pulling up beside him. “Is it true? Are there really changelings here?”

“Yes!” Spike shouted over the sound of his own heartbeat. “And the Mayor was one of them!”

“I thought so,” said the secretary. “I was listening at the door––terribly unprofessional, I know––but there was another Mayor in the hallway! I didn’t check to see if it was really her or not, I just hightailed it out of there. And then I heard that scream…”

“We have to warn as many ponies as possible,” said Spike.

“R-right,” said the secretary. “I’ll take the left side of the street, you take the right?”

They worked their way down the street, a crowd of ponies growing around them as they told their frantic story.

Number 1 peeked out of the doors of Town Hall, watching the crowd grow both closer and angrier. She quickly decided that no changeling swearword could adequately convey just how much things had gotten out of hoof.

“Horse apples.”

***

Twilight Sparkle was having difficulty accepting what Zecora had just told her.

"I knew changelings were bad news, but taking foals away from their parents? That's horrible!"

"It seems horrible to me and you," agreed Zecora, "but that is what all changelings do. In order for the foals to grow, a mother pony's love they must know."

"Ugh. I guess that makes sense in a twisted sort of way. If all changelings feed off of love, then it's not like you can just give them a bottle of milk, but... stealing other ponies' foals!? I just don't understand it. It goes against all common decency between sentient beings! It’s… it’s…”

Evil? Twilight could still see Papilia’s sneering face in her mind’s eye, like looking into a cursed mirror. You don’t even know what we’re doing here.

Well, I do now, thought Twilight. And I can’t let things stand like this.

“I can’t wait until Luna wakes up,” she told Zecora. “I don’t care how dangerous that changeling guard is. I’m going to go rescue those children.”

“It seems nothing I could say would sway you from your way,” said Zecora solemnly. “Just take care that you not suffer as I did earlier today.” She held up her bandaged leg in demonstration.

Twilight nodded. “Thank you, Zecora. I promise I’ll come back in one piece.”

There was a flutter of feathers, and Twilight felt something land on her back.

“Philomeena? Do you want to come with me?”

The phoenix slowly dipped her head, then squawked once softly in affirmation.

“Alright, then,” said Twilight. “Let’s go rescue those foals.”

They raced out of the hut and down the ribbon of less-overgrown ground that marked the path from Zecora’s to Fluttershy’s house. Philomeena used her phoenix fire to light the way forward, for although Luna had not yet had a chance to set the sun, the thick canopy of the forest bathed the path in perpetual twilight.

After a few minutes, Twilight started to feel her earlier exertions against the changelings and the timberwolves getting to her. She slowed down to a walk, wishing that she had taken a longer rest. But she couldn’t go back now: they were almost there. In front of them lay the entrance of the Everfree Forest, an inviting pinprick of light that quickly grew larger as they approached. The late afternoon sunlight filtering through the thinning tree cover was soon bright enough that Twilight no longer needed Philomeena’s light to see the path in front of her.

Steps from the entrance, however, something large and black reared up in front of them, two or three times as tall as a pony, blocking out the light and their exit. The creature growled, sleepily at first, then menacingly as it noticed Twilight’s presence.

Twilight groaned internally. Of course the forest had waited until they were literally in sight of freedom before confronting them. Even counting all the times she had taken the brief trip to Zecora’s, there were only a few instances in Twilight’s memory when she had entered the Everfree Forest without running into some kind of danger. She had even been turned into stone by a cockatrice no more than half a mile from Fluttershy’s front door. Why should this time be any different?

She shuffled left and right, trying to get a clear look behind the creature’s hairy body at the sunlit meadows beyond. If she could get past whatever this was, she could make a break for safety. She poured magic into her horn, preparing a teleportation spell, only for the spark to fizzle out pitifully. Her magic still hadn’t recovered from earlier! She tried again, with the same result.

“Oh dear,” she said meekly. Her eyes traveled up… and up… and up the towering creature that loomed over her. It roared.

Author's Note

I made some cover art for Act 2; I wish there was a way on Fimfiction to have different art for each act or chapter without splitting them into different stories.