Harmonics

by ezra09

Rating: everyone
Tags: Changelings, Original Character, My Little Pony: Friendship is Magic, Cutie Mark Crusaders, Scootaloo, Adventure, Princess Celestia, Alternate Universe
Length: 184190

Years after the events of Discordant, Scootaloo is hired as an assistant flight instructor.

Almost ten years have passed since Scootaloo helped free Discord. She’s learned to live with the consequences, but it’s never easy. After being fired from the local weather control team, she receives a letter from Princess Celestia, offering her a job as an assistant flight instructor for gifted pegasi. With no better options, she reluctantly accepts. But why her, what game is Celestia playing, and what exactly is going on in Canterlot?

Published 2012-08-25 02:04:01 UTC
Last updated 2018-06-29 04:14:14 UTC

First day

Scootaloo looked up at the imposing building with a resigned sigh. It was a nice place, really. All the lawns were well cared for. A stone path, flanked with statues of mythical creatures, led up to a large pair of double doors. Large letters above the doors read "Celestia's School for Gifted Ponies" in bright, freshly painted lettering. It was the kind of place Scootaloo's parents couldn't have afforded, if they had...

Scootaloo shook her head and trudged up to the doors. They were standing open to welcome students for the day. The inside of the school was as nice as the outside. Bright walls were decorated with statues and plaques of achievements, or dotted with glass cases displaying some achievement of the school's alumni.

In the very front of the entrance hall, facing the open doors, was a statue of Starswirl the Bearded, the school's first instructor. He stood regally in his star-spotted cape and goofy hat.

The students passed by her, barely giving her a second look. Most of them wore some kind of fashionable clothing or saddle, and Scootaloo felt underdressed. She decided to ignore it and act as though she owned the place. Maybe if she looked like she belonged, nopony would question her.

Scootaloo turned left and walked down the hallway with a purposeful stride. Several turns later, her purposeful stride had slowed. "Where the hay am I supposed to go?"

"Depends on what you're looking for," somepony said near her right flank. She jumped slightly, and turned. A unicorn stallion about her age gave a friendly smile. He was a dark blue with a paler, mussed mane.

"Uh, I'm looking for Coach Thunderhead."

"Ugh, ol' Hothead."

"Hothead?" Scootaloo asked.

"His nickname from the last school he taught at, because of his temper. A couple of his students transferred with him when the new wings opened up. I met him my first day, he nearly tore my head off."

Scootaloo gave a miserable groan.

"Uh, not that he's really that bad. I'm sure you'll be fine. He should be out in the field, getting ready for his classes. Need me to show you the way?"

"Please," Scootaloo said, nodding in thanks.

"I'm Thistleroot, by the way."

"Scootaloo."

Thistleroot gestured with a hoof and started down the hall. "So, what do you need to see him for?"

"I'm his new teaching assistant," Scootaloo said.

Thistleroot winced. "Oh. Well, like I said, he's probably not that bad. I'm sure he just didn't like me."

"Uh-huh, sure," Scootaloo agreed with no enthusiasm.

"This way," he said, starting down a flight of stairs. "So, you're a teaching assistant?"

"I am now, I guess," Scootaloo said, following him down.

"You new at it?"

"Yeah, it's kind of a temporary thing. I'm doing it as a favor for the princess."

Thistleroot stopped so suddenly Scootaloo had to skip awkwardly to the side to avoid running into him. "The princess? Like, Princess Celestia?"

"Uh, yeah?"

"You actually know the princess? I mean, well enough to do favors for her?"

"I guess?" Scootaloo said with an arched eyebrow.

"Wow," Thistleroot said with a sharp whistle. "I've only even seen her once, at the Summer Sun festival a few years ago, when it was held in Fillydelphia. Oh, uh, this way." The unicorn blushed as he started up again. at the end of the hall was a smaller door that led outside. A short set of stairs led to a flat expanse of grass. "That's him, the angry red one."

A pegasus stallion stood out on the field, red coat blindingly obvious against the green field. He had a short cropped black mane, and looked like his face was on the verge of exploding. Several younger ponies bustled about, ducking their heads as he barked instructions.

"Good luck," Thistleroot said with an encouraging smile before disappearing through the door.

Scootaloo took a deep breath and started out toward the group.

"Stargazer, pick up the pace! Clear Skies, get those boxes over here!" The pegasus yelled, sending two of the ponies into a panicked gallop.

"Um, excuse me, sir?" Scootaloo said in a weak voice.

"Blue Moon, get your flank moving!"

"Excuse me, sir?" She said again, louder.

"Heard you the first time," Coach Thunderhead snapped. "What do you want?"

"Uh, I was told to report to you today. I'm your new assistant, Scootaloo."

"You're late, Scooterloo," he said, turning and trotting away. Scootaloo bit her bottom lip and followed.

"I, uh, got lost."

"Make sure it doesn't happen again. Go help Clear Skies move the gear."

Scootaloo wisely kept her frustrated moan silent and turned to start her first day of work.

*****

Scootaloo plopped her head down on the cafeteria table, closing her eyes for a few precious moments. She wasn't a stranger to hard work, and she flew often enough to stay in shape, but Coach Thunderhead was a slave driver. She spent the entire morning moving gear, setting up equipment, and cleaning the field house.

"Tough day?" Scootaloo lazily opened an eye at the familiar voice to see Thistleroot standing next to her, lunch tray levitating beside him in an aura of blue silver magic. "This seat taken?"

"Knock yourself out," Scootaloo replied.

"Well," Thistleroot said, drawing back, "how rude."

"Huh? No, I don't mean literally," Scootaloo said, head coming up from the table. "It's..." She trailed off and her eyes narrowed as she caught the goofy grin stretching across his face. "I've had a long day," she muttered in her own defense.

Thistleroot slid his tray onto the table and sat across from her. "I guess Hothead worked you pretty hard?"

"Uhn" Scootaloo groaned in agreement. "Do you have any idea how much gum ends up on the underside of a bleacher?"

Thistleroot shuddered. "No, but thank you for that image."

Scootaloo gave a short chuckle. "So, what do you do around here? You look too old to be a student."

"I got held back," he answered soberly.

"Oh," Scootaloo said, glancing down awkwardly.

"But no," he said, bouncing up with a smile, "I'm actually a graduate student teaching a basic magic class."

Scootaloo's forehead hit the table. "Your jokes are gonna get old real fast."

"Probably," Thistleroot agreed with a nod before happily taking a bite of salad.

*****

The rest of the afternoon passed much like the morning, and Scootaloo trotted sluggishly through Canterlot, happy to be heading home. She could have stayed in the campus housing if she'd wanted, but Rainbow Dash had gotten a place in Canterlot after joining the wonderbolts, and had offered Scootaloo a room.

"Hey," Dash called as Scootaloo came in through the kitchen. "How was it."

"Uhhhnnn," Scootaloo answered.

"That good, huh?"

"I'll tell you later," Scootaloo said, passing through the living room. Dash sat on the couch, an old Daring Do book propped up in front of her. "I need a shower first."

Scootaloo jumped as the first wave of cold water hit her coat. She almost bolted from the shower, but gritted her teeth until she was used to it. After a minute, she bowed her head, eyes closed, enjoying the running water. It was nice to be clean after a day of hard work.

Honestly, it wasn't that bad. Coach Thunderhead was obnoxious, and she was sore from head to hoof, but at least it was a job. One without all the drama she'd had to deal with in Ponyville.

Scootaloo was always worried that she would drive everypony away. It was supposed to be her special talent, after all. And sometimes she would, simply because her constant worries would weigh on her until she snapped. But now that she was working under Celestia's orders, it didn't seem like a problem. Thunderhead didn't like her anyway, or anypony for that matter. As long as she didn't screw up too badly, she'd be fine. With luck, all the hard work would be done, and the actual teaching would be easier.

With her spirits lifted, she dried off and went to grab a bite to eat and tell Rainbow Dash about her day.

Double Date

Three, two, one...

"What were you thinking?" Rainbow Dash half shouted. "You snuck into somepony's house? You could have been hurt, or arrested. Really Scootaloo, what were you thinking?"

"I was thinking I wouldn't have to tell you," Scootaloo mumbled, glancing toward the door.

Dash's face settled into a look of neutral disappointment. "That's not funny."

Scootaloo shuffled her front hooves, looking everywhere but at Dash. Rainbow may not have been doing the older sister thing as long as Rarity or Applejack, but she'd gotten the look down quickly enough. "I know, it was dumb, but I thought Twilight was in danger."

"So rather than tell somepony, you decide to fix it by putting yourself in danger?"

Scootaloo's gaze settled at the floor in front of her as she mumbled, "I'm sorry."

Dash reached toward her, lifting her chin with a gentle touch. "Just, don't worry me like that. Nopony wants to see you get hurt." Scootaloo nodded and Dash turned toward Twilight and Rarity. "I think we should probably tell the princess. If Scootaloo's right, we need to get this taken care of as quickly as possible."

Twilight nodded, a worried crease between her eyes. "You're right. He said they should just get rid of me?"

Scootaloo nodded.

"Can you remember anything else about them?" Twilight asked.

"The ones we heard talking were two unicorns and a pegasus. The pegasus was named Silver... uh, Silver something. And the other two," Scootaloo paused, closing her eyes to think. "I think one of them was named Rose. That's all. It was dark and I didn't see much." And we were running for our lives, she added mentally.

Twilight nodded. "I'll tell the princess when I see her in the morning."

"What about tonight?" Rarity asked. "Far be it from me to stand between two ponies, but if there's somepony who may wish to harm you, maybe you should skip your date and stay home."

"Yeah, you're probably right," Twilight said, crestfallen.

"Well, maybe not," Dash said. "Twilight was one of the most powerful unicorns in Equestria even before becoming a princess. As long as she's on her guard, she should be fine."

"That's true," Twilight agreed, looking hopefully at Rarity.

"I suppose," Rarity said. "I'd still feel safer if you were with one of us."

"Go on a double date," Scootaloo chimed in. The three older ponies looked at her as one. "What? It's win-win. Twilight goes on her date and one of you keeps an eye on her."

"That's actually not a bad idea," Rarity admitted.

"But where are we going to find somepony on such short notice?" Dash asked.

"Why not ask Soarin'?" Scootaloo suggested, smiling innocently as Dash turned to glare at her. "He owes you a favor or two, doesn't he?"

"And you both work together," Rarity added. "Nopony would wonder why the two of you are together."

Rainbow turned her glare toward Rarity before sighing. "Fine. As long as you don't mind, Twilight."

"Actually, I think I'd feel better if one of you were around. I've never been on a double date before."

"I'll go ask then," Dash said, starting for the door.

"Not looking like that." Rarity put a hoof out, stopping Dash's retreat. "If you're going on a date tonight, we simply must get you looking your best."

"But somepony needs to ask Soarin'," Dash objected.

"I can do it," Scootaloo said. "His place is on the way home."

"This is for yelling earlier, isn't it?"

*****

Soarin' agreed to meet Dash and Twilight at the restaurant at eight. With nothing else to do, Scootaloo made her way back to Dash's house. Her plans of curling up with one of the Daring Do books faded as she arrived to find Thistleroot standing outside her front door.

"If I knew you'd wait around like a lost puppy," she said, walking behind him. He flinched and turned toward her. "I wouldn't have let you walk me home last night."

He stuck his tongue out at her. "Nice to see you too."

"So what's up?"

"My curiosity got the better of me, so I decided to look deeper into the Cutie Mark Crusaders. Thought you'd want to know what I found out."

"Oh?" Scootaloo said, eye's brightening.

"Yeah, I asked some of the ponies around school who go to the meetings, just for some background information. Actually, it's pretty funny."

"What is?"

"What they're all about. Actually, didn't you say your friend was asked to look into them? By the princess?"

"Yeah."

"That really seems like a waste, given what the Cutie Mark Crusaders are all about. Zombie Cultists aside, of course."

"Thistleroot."

"Really, the princess has better things to do, doesn't she?"

"You're doing this on purpose, aren't you," Scootaloo sighed.

"Well, you never said please." Thistleroot's goofy smile wilted under Scootaloo's glare. "Uh, right. They're against cutie marks."

"Huh?"

"They're against cutie marks. Like, they actually wish cutie marks didn't exist."

A cold pit formed at the pit of Scootaloo's stomach. Thistleroot went on, oblivious to her discomfort. "Weird, huh? Apparently they're all about change and freedom. One of the kids I talked to even said cutie marks hold you down, keep you limited to one defining trait." He chuckled for a moment before trailing off. "Uh, Scootaloo, you okay?"

"Huh? Oh, yeah, I'm fine."

"I was kind of expecting more laughter, like 'Oh, those rebellious teenagers'."

"Oh, yeah," Scootaloo said, trying to feign a smile. "I guess it's kinda funny."

"Right," Thistleroot said, "changing topic. Uh, I also found out the name of the pony who owns the house. He works at the school."

Scootaloo blinked. "Really?"

"Yeah. One of the administrators. A unicorn named Star Shine."

"Huh. Wait, wasn't that the unicorn we heard? They called him Mr. Shine."

"Yeah."

"So, one of the head people in the Crusaders is a school administrator named Star..." Scootaloo trailed off, stomach writhing uncomfortably.

"Scootaloo?"

"Thistleroot, do you have any plans for tonight?"

"Oh, ponyfeathers."

A Silver Void

Scootaloo was alone.

The oppressive darkness blotted out every other sense. It was a metallic taste on her tongue, a cloying sweetness in her nose, a hot pressure pushing in from every direction. She tossed fitfully under the scratchy blanket, trying to think.

Stray memories made it through the haze. Moving to Canterlot. Lunch with Spike. Talking to Thistleroot about a pony named Star Shine. They’d decided to go warn Twilight.

She managed to push away the darkness enough to feel a dull pain in her head, throbbing with each beat of her heart. She picked her chin up slowly to sweep her gaze through the utter darkness. What had happened at the restaurant? She’d taken Thistleroot as a fake date to avoid suspicion. They’d arrived at a nice place just before sunset and...

A silver flash seared through her mind, driving her head down with a pathetic whimper and bringing tears to her eyes. The pain died quickly, leaving a faint smoldering twinge at the jagged edges of her memory.

“Hello?” she tried to ask through a dry throat. She winced at the harsh sound. After a few swallows, she tried again. “Is anypony there?”

The silence remained unbroken, an almost physical presence in the room. Scootaloo pushed the blanket from her and stood. Her limbs were shaky at first. A terrible hunger was forming in her stomach, growing every second she was awake.

She paced blindly around the room, counting ten steps across and fifteen deep. A solid wooden door stood locked. Other than her blanket, the room was bare.

“Somepony answer me!” she shouted at the door, turning to buck it. It held firmly. “Dash? Twilight?” Scootaloo sank to her haunches, head drooping. “Thistleroot? Sweetie Belle? Applebloom?” She rested her head against the cool stone floor and sighed, “Anypony?”

Scootaloo had no sense of time passing. Fear gnawed at her as she paced and waited. She tried to retrace her steps again, but was forced to the floor in another wave of silver agony.

“What happened to me?” she gasped as the pain faded. Why couldn’t she remember anything?

After what could have been minutes or hours or days, she dozed, thoughts and dreams blending together in a confused haze.

Your friends can’t help you, can they? A familiar voice whispered through her dreams.

Scootaloo groaned in frustration. “Not this again.”

Oh, but I thought you liked our little conversations. You used to spend entire days talking to me.

Scootaloo covered her head with her hooves, tucking her face into the heavy blanket. “You aren’t real.”

Of course not, if I were real I’d have busted you out of here by now. But I can’t do that, can I? Not after being turned to stone and all.

“I’ve gotten over it. I’m done hearing you like this.”

Obviously not. Who knows, maybe you’ve finally cracked. Flown off the deep end. How long have you been here, in the dark, with nopony to talk to? When was the last time you ate or drank?

“I’m not crazy,” Scootaloo insisted.

Then how do you explain me?

“You’re just a dream,” Scootaloo said.

Prove it. Wake up, the voice challenged.

Scootaloo ignored it, shifting the blanket over her ears.

You never visited my statue, you know. I sit every day in the hell of complete silence, hoping for some company.

“You’re not going to make me feel guilty,” Scootaloo said. “After everything you did, you deserve what you got.”

If I recall, it was you who turned the princess into stone.

“Only because you made us,” Scootaloo snapped back.

Made you? Did I make you turn against your friends and take up the element of treachery? Did I force you to lie and hide? I was nothing but a voice when you took those first steps. A whisper on the wind.

“That’s not—”

Deny it all you want, the mark on your flank is proof enough. You’re as much a monster as I am. You question every day why the princess let you off, why anypony would trust you after what you’ve done. You were willing to turn an entire country to chaos out of selfishness.

“I only have this cutie mark because of you.”

I didn’t make you what you are Scootaloo, I only gave you the chance. You’re a traitor, a liar.

“You’re wrong about me.”

Even now, years after I’m gone, you’re still pushing ponies away. Or was Applebloom my fault too? Did I trick you into—

“SHUT UP!” Scootaloo screamed at the top of her lungs, voice cracking in her dry throat, tears soaking into the heavy blanket.

Did I hit a nerve? The voice in her head laughed. You can shrug it off in front of your friends, but you can’t hide it from yourself, can you? Nopony knows how much you miss your friends, how much it hurts to be away from them, how much you wish you could say sorry and make the whole thing disappear.

Scootaloo pushed harder against her ears in a useless attempt at blocking out the voice. Of course, you can’t just walk up to her and apologize, can you? After all, the last thing she told you was that she never wanted to see you again.

“Please, just stop.”

The voice made a disgusted noise, and when it spoke, it was in her own voice. You’re pathetic Scootaloo, moping around in self loathing like this.

The door opened with a sudden bang, flooding the room with light. Scootaloo jerked away in surprise, blinded by the sudden light and her own tears. Hooves scurried around her, pushing and tugging her up and forcing her toward the door. Excited clicks and hisses came from all around her, adding to her confusion.

“Bring her,” a voice commanded nearby. A heartbeat later, she was swept forward through a bright hall and shoved past a pair of worn stone doors. She only had a moment to take in the room on the other side. The walls were made of worn stone blocks and the ceiling towered high above. She recognized it as an old castle deep in the Everfree Forest.

Before she could take in any more, she was shoved forward, falling onto her front legs. She picked her head up enough to see a pair of black hooves before her.

“Bow pony,” the voice said again in a sharp rasp. “Bow before the presence of her Royal Majesty, Queen Lirean.”

Scootaloo's gaze rose, following the long legs up to a black body, almost as large as Princess Luna. She was mostly black, with a pair of ragged insect wings, a teal-colored mane, and a crooked, twisting horn.

The changeling queen stared down at her with cruel blue eyes.

*****

Twilight Sparkle stared out the castle window, watching the sun set over Canterlot. Worry squirmed uncomfortably through her gut, an exhausting fear that grew with every hour. It had been four days since Scootaloo had gone missing, and nopony had any leads. At least none that they could act on.

Guilt wormed its way in with the fear as she remembered her last meeting with Scootaloo. The young pegasus had come see Twilight and Dash on their double date. She’d introduced Thistleroot as her own date before excusing herself to use the filly’s room. Since she hadn’t mentioned any plans before, Twilight had picked up on the clue and excused herself as well. Once alone in the bathroom, Scootaloo had given Twilight a bit of shocking news.

Twilight’s new coltfriend was the owner of the crusader’s mansion.

“It’s all my fault,” Twilight whispered to herself, eyes falling closed.

After Scootaloo had gone missing, Star Shine was of course the first suspect. On Celestia’s orders, his mansion and offices had been searched. They’d turned up exactly nothing, and he’d been released.

Rainbow Dash had taken it even worse than Twilight, of course. Dash had hardly eaten since Scootaloo’s disappearance, instead spending every free moment walking the streets of Canterlot with a photo.

Twilight turned away from the window and left the castle for the day. She made a quick stop to pick up the night’s dinner before making the short walk to her own house.

“Excuse me? Twilight?”

Twilight froze on her front steps, bag dropping from her mouth and spilling the food at her hooves. A dark blue unicorn with a silver mane stood on the street behind her. He was a few years older than her and wearing a handsome suit.

“What do you want, Star Shine?” Twilight finally managed to ask, venom creeping into her words, her wings flaring aggressively.

*****

The changeling queen stared down at Scootaloo with cruel blue eyes. “So this is the pony that led the great Chrysalis to ruin?” she asked in an odd resonant timbre.

A dozen changelings in a circle around them jeered and hissed, brandishing their horns and flaring their wings. Scootaloo tried to fall back from them all at once, sinking to her rump and tucking her hooves to her sides.

“Tell me, my children, what would you have me do?” the queen asked.

The hissing grew louder as one of the changelings rasped, “Kill her! Make her pay for the sisters we lost to the alicorn princess.”

Another hissed from behind her, “Imprison her in stone, as the night princess imprisoned our beloved queen.” Several changelings nodded fervently in agreement.

“Take her to the hive! Let us feed on her!”

The queen raised a hoof and her subjects fell silent. “Pony, you see now what my subjects wish for you. For years, we have been without leadership, without order, starving in our wastelands. And it is because of you that we have fallen further than ever before.”

“I—I didn’t—”

“Silence! I do not care to hear your excuses or reasons. The suggestions of my subjects are too tame, in my own opinion. For what you’ve done to our kind, I would deliver upon you the suffering of each individual changeling before I was satisfied.”

Scootaloo swallowed past a lump forming in her throat. Her wings quivered, ready to spring open in a fight or flight reaction.

“There is an alternative,” the queen continued. “Another way to repay your debt to us.”

“What is it?” Scootaloo whispered.

“You are close to Princess Celestia, are you not? You visit her often, have even been called upon to do favors for her?”

Scootaloo nodded slowly as the back of her neck began to prickle. The changeling queen seemed to be growing more imposing, as though a feverish light was gathering at the folds of her wings and along the curve of her horn.

“My changelings demand revenge,” the queen said. “They will be content to take it from you, but it is Princess Luna who struck the final blow against our beloved Chrysalis, and Cadence who injured many changelings when she expelled them from Canterlot. Work with us to deliver the princesses, and we will forgive you of your part.”

Scootaloo shook her head, edging further away from the queen. “You want me to betray them? I can’t!”

“Why not, you’ve done it once before,” Queen Lirean said flatly.

Scootaloo trembled all over, sucking in rapid breaths. She couldn’t betray the princesses again. Not after everything they’d done for her. But, if she didn’t agree, she could be killed. Or worse. Her cutie mark itched, as though reminding her of its presence. You’re a traitor, a liar.

The queen towered over her, face oddly lacking any depth. The light around her grew brighter still, giving her surroundings a flat appearance.

Scootaloo’s head fell to rest against her chest, tears streaming down her cheeks. She couldn’t betray them again, but she couldn’t say no either. You’re pathetic Scootaloo.

The light brightened further and all the shadows faded, giving the room a surreal feeling. The sight didn’t register with Scootaloo until a powerful voice spoke, reverberating from every angle at once. “That is enough.”

The light shifted, all of it rushing to a single point behind Scootaloo. Shadows stretched opposite of it, twitching unnaturally as the light condensed into a single, blinding figure. Scootaloo blinked back tears as she tried to make out the form. It dawned on her that it was no longer light, but a solid, pristine white coat, so luminescent that it was painful to look at.

Princess Celestia stood before them, head held high, pose regal, horn humming with power. Her eyes burned with the golden intensity of the sun as she looked down upon the changeling queen. Scootaloo could feel a tension in the air emanating from the princess.

With a cry of hatred, the changelings charged.

Comforting Wing

The changelings rushed Princess Celestia as a frenzied wave, horns engulfed in emerald fire. Two of them jostled Scootaloo as they flew past her, and she yelped as the magic singed her coat.

The princess gave them a dismissive glance as her horn pulsed, and their charge stopped in its tracks. They sank to the ground under a shimmering tension.

Queen Lirean’s horn flared up and the weight lifted from the changelings. “You’re a fool for leaving your city and your guards, Celestia,” Lirean said, striding forward to stand with her changelings. A harsh buzzing sounded above. Scootaloo looked up as another group of changelings flew in through the castle’s broken windows and swarmed around the ancient chandelier. There had to be at least thirty of them.

“I don’t need guards or walls. I can protect my citizens from you myself.”

Lirean shrieked with laughter as a beam of energy lanced toward the princess. “You can start by protecting yourself!”

Celestia smiled calmly. Just before striking her, the beam shattered, fracturing into thousands of dancing flickers. The changeling queen reeled back as though she’d been slapped.

“I understand why you think you can defeat me,” Princess Celestia said. “Queen Chrysalis was able to overpower me alone, and here you are with dozens of your minions to help you.” The changeling queen sent another lance of energy at Celestia, and it once again shattered against some invisible force.

“You’ve forgotten something,” Celestia continued. “Your predecessor had been feeding off of one of the strongest unicorns in all of Equestria for weeks. And not only him, Cadence has friends and family who all care deeply for her. Bring the entire swarm if you want, you still won’t match that power.”

The queen’s horn pulsed. The changelings cried as their own horns glowed in response. As one, they charged the princess while Lirean brought her magic to bear.

Princess Celestia’s wings flared open. She reared back and leapt, meeting the changeling swarm in the air. With a single pump of her powerful wings, she tore through the dark cloud, sending changelings tumbling in every direction. Before they could react she was above them, light radiating from her horn. The changelings were dashed against the floor and walls in a surge of pure force.

Lirean’s magic coalesced into twin vortexes of fire, twisting up to meet the princess. Celestia pulled her wings to her body, diving through a gap just before the fires converged on her. Flaring open her wings again, the princess angled toward the queen, using the speed of her fall to drive her fore-hooves into the changeling queen’s chest.

Lirean fell back into an uncontrolled roll before slamming into the stone wall.

Celestia touched down several steps away from her, light fading from her horn. She watched the changeling for a moment, eyes heavy with disappointment.

“Tell your changelings to go,” Celestia said. “If they keep fighting, they’ll only be hurt.”

“And what of me,” the queen said weakly, eyes drifting in and out of focus. “When they’re gone, will you banish me as you did Chrysalis?”

“I don’t want to leave the changelings in chaos again.”

“Then you know the suffering we’ve had in Chrysalis’s absence? You knew, and still you did nothing?”

“I want to help, if you’ll let me.”

“We don’t want your help,” the changeling queen sneered. “All we want is to see you pay for what you’ve done.”

“Then I hope the changelings can replace their queen with less trouble this time.”

A sudden weight slammed into Scootaloo, tearing her attention away from the princess. She gasp as two changelings forced her down, pinning her wings to the ground. Their horns glowed dangerously, pointed at the back of her head.

Princess Celestia turned at the sound of her gasp. In the same moment, Lirean surged to her hooves, horn flaring with power. The princess ducked the blow, but Lirean pressed her attack. “Kill the pony!” the changeling queen shouted.

Scootaloo’s heart jumped as she registered the words. A tickling sensation formed at the base of her skull as the horns glowed brighter. Before she could even try to struggle, the world folded in on itself in a blinding flash.

*****

“Rainbow Dash!”

The pegasus looked up wearily at the sound of her name just as Twilight touched down a few feet away. “Oh, hey Twilight,” she mumbled before continuing her slow shuffle down the street. It was early evening, and the Canterlot traffic had just finished dieing down.

Twilight frowned at how exhausted Dash’s voice sounded. She debated leaving the poor pegasus be, but decided against it. She didn’t want to give her friend false hope, but Dash would want to know.

“The princess wants us to go to the castle. It’s possible we know where Scootaloo is.”

Dash’s head snapped up, body going rigid.

“We can’t be sure, but we got a tip. The princess went to look. She wants us to meet her in her personal chamber.”

Dash stared for another moment before shaking her head. “Alright, let’s go.” With a nod of agreement from Twilight, they set off. “How did you find her?”

“It was Star Shine,” Twilight said.

“I knew it! Scootaloo was right about that lying piece of—”

“No, Rainbow, I mean it was Star Shine who gave us the tip.”

Rainbow’s steps faltered. The hope on her face flickered and turned to doubt. “He did? But, do you think...” she trailed off.

“I don’t know. I can’t think of any reason to lie about it, and if he’s really responsible, he wouldn’t be helping us.”

“But if he’s not, how would he know where she is? Where is she anyway?”

Twilight turned onto the main road leading to the castle. “In the Everfree Forest. The castle of the Royal Pony Sisters. He called a lot of his contacts for information and used what he found to come up with a tracking spell. One that the princess and I hadn’t thought of. If he’s telling the truth.”

Dash nodded as the castle loomed above them. “He is. She’ll be okay.”

“Yeah,” Twilight said softly. “I’m sure she will be.”

*****

Scootaloo realized she was still alive. Considering the rest of her day, this fact was more than she could have hoped for.

She was laying on a thick gold carpet, hooves splayed out, wings lying limply at her sides. Glancing up, she saw Princess Celestia standing near her.

“Are you alright, Scootaloo?”

“I think so,” Scootaloo answered shakily, sitting up and giving her wings a stretch. Nothing felt broken. The past few seconds hit her, and she sank back to the carpet. “She was going to kill me.”

Celestia put a comforting hoof on her head. “It’s okay. You’re safe now.”

Scootaloo let out a choking sob as her limbs shook with the sudden adrenaline rush. “What happened? How did we get away?” She recognized the room as Celestia’s private study.

“I used my magic to bring us here,” the princess said. “The changeling queen knew I couldn’t save you and fight her at the same time. She used the distraction to escape.”

“I’m sorry,” Scootaloo half whispered. “It’s my fault she got away.”

Celestia raised an eyebrow and answered, “There was nothing you could have done. You know that.” She shook her head and checked Scootaloo over with a practiced hoof. “If you don’t mind talking about it, how did the changelings get to you? There’s protective spells all over Canterlot that should have made it difficult.”

“I don’t know. Anytime I try to remember, it hurts.”

“Hurts?”

“Yeah, like somepony setting my brain on fire. All I can see is a silver flash.”

Celestia pursed her lips, “Sounds like somepony didn’t want you remembering something, so they covered it up.”

“You mean with magic? Ponies can erase memories?” Scootaloo asked, eyes wide. What else could they have taken?

“Not remove them so much as block them. The memories are still there, you just can’t access them without getting hurt. It’s a tricky sort of magic, and illegal.” She gave Scootaloo a reassuring smile, “Don’t worry, we’ll have somepony examine you to make sure everything’s alright, and I’ll find some way to remove the block.”

Scootaloo didn’t respond right away. “Lirean, uh, the new changeling queen, wanted me to help them. She wanted me to help them get to you and Princess Luna.”

“Yes, I heard.”

“I... I didn’t say no,” Scootaloo’s gaze fell to the floor.

“You didn’t say yes either,” Celestia pointed out.

“I didn’t have time to answer.” Scootaloo’s volume dropped, “I don’t know what I would have said.”

Celestia remained silent, sensing that Scootaloo wasn’t done.

“I didn’t want to help them, but if I told them no...” Scootaloo shuddered. “I didn’t want to die.” She blinked several times, trying in vain to keep her tears hidden.

Celestia sank to the floor beside her, covering the filly with one of her wings. Scootaloo leaned automatically into the warm side of the alicorn.

“Princess? Why didn’t you punish me? For everything I did with Discord?” Scootaloo surprised herself by asking the question. She’d never been brave enough to voice her confusion, lest the princess give her a real punishment.

“As I recall, all six of you were punished.”

“Yeah, but that wasn’t a real punishment. Community service? After I...” Scootaloo hesitated.

“Unleashed an ancient spirit upon the land and turned your leader to stone?”

“Uh, yeah. That.” Her cheeks flushed. The princess just smiled.

“Scootaloo, you aren’t the first pony to be taken in by Discord’s trickery. Your own adopted sister was content to let the world go mad after a single conversation with him, and he’d been working on you for months.”

“But, what if you’re wrong about me. What if I did all those things because that’s who I am? I turned against you, my friends, Discord, everypony who’s ever cared about me. What if I do it again?”

“Is that what you think will happen? Do you want to be that pony?”

“Of course not! But I didn’t want to do it the first time either. I just wanted things to be easier. Next thing I know, Equestria’s falling down around me. Just a few minutes ago, I was asked to do it all again, and I couldn’t bring myself to say no.” Scootaloo gave up on trying to hide her tears as she sobbed quietly. “All my life I’ve wanted to be like Rainbow Dash, but it’s impossible. She’s the Element of Loyalty while my special talent is betrayal. How can I be anypony else with a cutie mark like this.”

Princess Celestia paused thoughtfully for a moment. “Scootaloo, when Twilight lived in Ponyville, she’d send me letters each week. I remember in one, she told me that your friends had been asking everypony about their special talents.”

“Yeah, I remember that,” Scootaloo said, wiping her tears.

Princess Celestia paused another moment before continuing, “Would you like to hear how I got my cutie mark?”

The Reason the Sun Rises

The magic governing cutie marks has been studied for centuries, but nopony has ever developed a set of concrete rules for it. Any time we think we have it figured out, it surprises us. Still, we have been able to learn some.

Most cutie marks appear to be in one of three groups. Some appear when you discover what makes you happy. Sweetie Belle, for example. Her cutie mark appeared when she imagined singing for a crowd. The next takes a shape that is or will be very important to you. Twilight is a good example of that one. I knew the moment I saw her mark appear that she would one day wield the Element of Magic.

The third appears after a life changing accomplishment. Rainbow Dash’s mark appeared when she accomplished the sonic rainboom for the first time. As a little filly, she accomplished something most ponies didn’t believe could happen.

*****

“That’s the kind mine is, isn’t it?” Scootaloo interrupted.

“Yes,” Celestia agreed. “We can’t deny that freeing Discord changed your life forever.” Scootaloo groaned and closed her eyes. That was putting it lightly. “After all, if you hadn’t done that, you’d have never gained a sister.”

Scootaloo’s eyes snapped open. “Huh?”

Celestia smiled kindly and continued, eyes drifting as she remembered the long passed days.

*****

My cutie mark is also that third kind. You already know that my sister and I weren’t around during the founding of Equestria. Before we came along, the sun and moon were controlled by all the unicorns acting together.

My sister and I are part of a rare race of ponies. We came from across the sea to the east when we were barely more than fillies, eager to see as much of the world as we could. Our magic, though not fully developed, was strong enough to see us through our travels.

We traveled across the entire continent, seeing the crystal fields of the north, the roosting mountains of the ancient dragons, the bizarre creatures of the Everfree. For years we traveled from place to place, seeing sights and making new friends.

Then, one day, the sun didn’t rise. It was confusing at first. We’d never wondered what made it rise and set each day, we thought it simply happened. We decided to wait it out, but days passed with no change. Finally we traveled by moonlight to the nearest town.

The fear was an almost physical presence in the air. Everypony could sense the tension, and it only fed their own fear. The order of day to day life was a loosely held facade. In any moment it could shatter, giving way to chaos.

The ponies of that town pointed us north, toward the mountain city of Canterlot. It would have been our next stop for sightseeing anyway, so my sister and I packed our few belongings and thanked the villagers, agreeing to send word if we found out what was wrong.

To our surprise, they were expecting us.

You’ve seen the Equestrian flag, I’m sure. My sister and I in the air, circling around each other. It’s been the Equestrian flag since this country’s founding, a good thirty years before anypony had met us.

*****

“So the ponies who founded Equestria knew you’d become their princess?”

“Not quite. There was a prophecy made by Starswirl the Bearded’s mentor, years before the ponies came to this land. It talks about two ponies with unicorn horns and pegasus wings coming from the darkness and,” Princess Celestia paused, wrinkling her nose. “I don’t remember all the details, but it was your basic vague prophecy. Doom and gloom and trials.”

“So then you fulfilled the prophecy and saved the day? Just like in Daring Do and the Prophecy of Doom.”

“Eheh, not quite.”

*****

The specters were a cousin race to the changelings you’re familiar with today. They were generally larger, about the size of the average pony. They didn’t have wings or a horn. Their magic came through their shadows, causing the darkness about them to dance on its own.

Like the changelings, these specters also fed on emotions. I’m sure you can guess which. Fear.

The specters had come to Canterlot, storming the streets, stirring up chaos so they could feed on everypony’s fear. Their plans quickly changed when they learned that the unicorns in Equestria were responsible for raising the sun.

Using the fear they’d already taken, they covered the city in shadow. They turned it into an inescapable cloister, and continued to feed on the ponies inside. After a day, the unicorns didn’t have the strength to resist them.

Without the sun, panic would be but a heartbeat away. We can sit at home with our candles and magic, keeping the darkness out, but it’s pony nature to be afraid. With the specters out there, feeding on the entire country, it drew the fear that much closer to the surface.

Starswirl the bearded had managed to escape the city with a small group, though even that much had left him weary. The ponies of Equestria had only one hope, the prophecy, and the arrival of those who would lead them from the darkness into the light.

“I’m not interested.”

Starswirl the bearded blinked. “Come again?”

“I’m not interested in fighting a bunch of crazy, fear eating monsters,” I said. “Come Luna, let us try the next country.”

*****

Scootaloo stared at the princess, mouth agape. “That’s it? You were just going to leave?”

Celestia brushed her mane back, smiling sheepishly. “I think it’s safe to say everypony makes mistakes when they’re young.”

“Yeah, I guess I can’t argue with that. So, what finally convinced you to help?”

“Oh, we didn’t help. We left for the west, continued our vacation, and it all sorted itself out eventually.”

Scootaloo stared, dumbfounded.

Celestia winked, “Kidding.”

*****

“Sister, these ponies need our help,” Luna said. Of course.

“What are we supposed to do? Luna, we’re younger than most of them. Why should we fight their battle?”

“Sister,” she said, drawing closer with narrowed eyes. If you’ve never been glared at by my sister, consider it a blessing. “Even forgetting for a moment that we are more capable in magic than most ponies alive, they’ve been drained of their strength. If this prophecy is to be believed, we can help them. And not just them.” She looked up to the night sky. “It gets colder each day. How long before plants wither and die? How long after that before ponies starve or freeze. If we do nothing, it will come back to us one day soon.”

I sighed in defeat. “Very well, we will help on one condition.”

“What’s that?”

“I want you to stay safe. If these creatures attack, or if we’re forced to do something dangerous, I want you to stay behind. Take care of the ponies who can’t join us if you wish, but just stay safe.”

The look I got from here then, oh if I could have bottled it and used it as a weapon, our problems would have been solved right there. After some arguing, she finally agreed, and we met with Starswirl to discuss what must be done.

*****

“Let me guess,” Scootaloo said, “you had to find the Elements of Harmony.”

Celestia laughed lightly, ruffling Scootaloo’s mane. “That does seem to be our go-to solution for these kinds of things, doesn’t it?”

Scootaloo nodded. “So, what happened next? What did the prophecy tell you to do?”

“It wanted us to go to the top of Canterlot’s mountain, a peak so high, even pegasi hadn’t reached it. There, it was said, was a cave containing one of the most ancient magics known to ponykind.”

Scootaloo groaned, burying her face in her hooves.

*****

Da da da! The Elements of Harmony!

The cave was simple enough to get to. The Specter cloister didn’t encompass the entire mountain, and the darkness made it easy to avoid being seen. I asked Luna to stay behind, of course. I should have been worried when she agreed without argument.

The cave at the top of the mountain was empty, save for a bare stone table and some inscriptions on the wall. The largest inscription, written in an ancient script I’d picked up from the dragons, stated simply: She who would claim harmony must first serve harmony. I didn’t understand it at the time and dismissed it as unimportant.

There was a power there. I’d heard that Canterlot was built on a confluence of ley lines, and I knew this was their center. With no other options, I tried to tap into the energy of those ley lines, hoping to redirect them.

I woke up two days later at the base of the mountain, smelling of burnt mane.

Everypony was surprised to see me when I arrived at the camp. They’d seen a flash at the top of the mountain, and Luna had gone to find me. When they’d failed, Starswirl assumed the worst, that I had been captured by Specters. They’d been planning a trip into the city already, hoping to free more of the unicorns. With me missing, Luna demanded they take her with them. So the two of them led a group of eight through the Specter’s spell.

*****

“They didn’t come back, did they?” Scootaloo asked.

Celestia shook her head. “They’d been captured by the specters almost immediately. I decided the moment I learned of it that I would drive the specters away and rescue my sister. I convinced the rest of the camp to join me, and we set to planning the attack.”

“How many were there? Unicorns outside the city, I mean.”

“Only twenty or so, all colleagues of Starswirl that had been near him when the Specters attacked. I asked them why they hadn’t tried to free pegasi or earth ponies, and they told me that with enough powerful unicorns, they could raise the sun and free everypony.”

Celestia smiled, a fiery gleam in her eyes. “That’s what gave me an idea. A very stupid idea. I told the unicorns to surround the city, and charge when I gave the signal. Get as many of their fellow ponies as possible to join them. Don’t stop until they’ve driven the specters from their home. Before they left, they asked what the signal would be.”

*****

You’ll know it when you see it.

I stood at the top of the mountain, staring down at the dark clouds swirling around Canterlot. Reason told me it was impossible. My limbs shook with the fear of failure. But I had no choice. I couldn’t fail.

I’d never felt anything like it before. The magic burned through me, so hot it threatened to sear my body from the inside. The leylines trembled under my hooves as their magic flowed through me into the open sky. And then, well, I can’t really describe what it’s like to feel the earth and sun and moon, all turning in space, realizing just how large everything is.

I reached out, across thousands of miles of empty space until I felt the sun. When I tried to move it, I thought the weight of it all would crush me. It moved, slowly, a little bit at a time. For hours I stood, eyes closed, pushing the impossible weight toward the horizon until it crested the mountains, spilling golden light across the valley.

It had the exact reaction you might expect. Ponies were still scared, but seeing the sun for the first time in days gave them strength. They fought through their fear, drove the specters away, and took back their home.

*****

Scootaloo stared up at the princess in admiration. After a moment though, she asked, “That’s really cool, but what does it have to do with my cutie mark? It sounds like you did everything you were supposed to, and it all turned out great.”

“Well, of course after the specters were driven away, I’d gotten my cutie mark. I was reunited with Luna, and they asked us to be their princesses. We,” Princess Celestia frowned, “well, I wanted to decline.”

Scootaloo blinked.

“All I wanted was to continue traveling with my sister. I still wanted to see the world and make new friends. Being a ruler is a lot of responsibility. And think about this, Scootaloo. The sun rises every morning before most ponies are awake. The unicorns of Equestria helped me while I was young, but it’s always easier to cast a spell on your own than to coordinate with others, so as I got stronger, I had less and less help.

“I was little older than you when I discovered my cutie mark. I felt that I still had an entire life ahead of me to play and explore. Instead, I was being asked to wake up before sunrise and perform more difficult magic than most unicorns managed in their lives. Three hundred and sixty five days a year for the next three thousand years. It was a bit more than I was comfortable committing to.”

“In the end, I resented my cutie mark. I asked myself why I should spend my entire life serving others. In the end, it was Starswirl who helped me make a decision.”

*****

“Just go,” he said without looking up from his book.

I blinked in surprise. “Uh, mister Starswirl, that’s not exactly what I was saying. I—”

“You weren’t saying anything. You’re sitting there, beating around the bush rather than just spitting it out. You don’t want the responsibility. If that’s the case, then just don’t take it.”

“But, what about my cutie mark?”

“What about it?”

“Well, my special talent is raising the sun, isn’t it? Isn’t that what I have to do?”

Starswirl turned from his book long enough to dip down and scrutinize my flank. “Hmmm, I think I’m starting to go blind in my old age, but I don’t see any writing. Nothing labeled “Life’s purpose” or “Daily checklist”, not even “hoof wash only”. All I see is a picture of a sun.”

“Well, yes,” I answered, stumbling over my words. “That’s uh, cutie marks are always a picture. A picture of your special talent. It means my special talent is raising the sun.”

“Is that what that means? That’s disappointing.”

“Disappointing?”

“Yeah, I thought you had more creativity than that. There’s a whole list of things that cutie mark could mean. Sure, it could mean you have to raise the sun each day. Or it could mean you’re capable of raising the sun, or that you did raise the sun. Maybe it means you returned the sun when we needed it, or that you enjoy laying in the sun. Hay, maybe it means you enjoy gardening.”

“Uh, gardening?” I asked, beginning to suspect the old unicorn was crazy.

“Sure. Plants can’t live without sunlight. Maybe you’re meant to be like the sun, nurturing plants and helping them grow. No one can say for sure, but who’s to say that isn’t what it means?”

“I guess,” I said, still unsure.

“What does the cutie mark mean to you?” Starswirl asked, eyes locked on mine. “What do you want it to mean?”

*****

“It took me a long time to find an answer to that question. Canterlot went on without me. The sun rose and set without my help. Finally, I knew what I wanted my cutie mark to mean, and Luna and I came back to Canterlot. And I’ll tell you something most ponies don’t know about me.” Celestia leaned in conspiratorially. “I may have gotten my cutie mark that day, but to me, it has nothing to do with raising the sun.”

Scootaloo was quiet for a long moment before leaning her head into the princess’s neck. “Thank you.”

Newest Member

“Thistleroot? I haven’t seen him since Tuesday.”

“Yeah, he’s been gone all week.”

“Who?”

Scootaloo walked down the halls of the school, heart racing. Nopony had seen him since their fake date. Had he been captured too? Were they keeping him locked away? Or had they taken him to their hives to feed?

No, Dash spoke to him after I went missing. He didn’t get kidnapped with me.

She picked up her pace, allowing herself a moment of relief. Unless that was a changeling pretending to be him.The thought was barely complete before she was galloping down the hall.

His address was easy enough to get from the school records. He lived a few blocks away, on the third floor of an apartment on Lincolt Avenue. She pushed buttons at random until somepony buzzed her in, and then she charged up the stairs.

She pounded on the door with a hoof. “Thistleroot! You there?” After a few seconds of no answer, she tried the door and found it locked. Finally, she turned and gave it a solid buck. The cheap wooden door sprung open, bouncing off something with the sound of breaking glass.

Scootaloo pushed her way through and into what looked like a jungle. The thick greenery towered over her, clinging to the walls and trees. She stepped gingerly over a broken pot, and peered into the apartment. There was too much light for the plants to continue across the entire room. In fact, they didn’t seem to reach further than a few feet in any direction.

A rough battlecry made her jump. Suddenly, the plants surrounding her sprang to life, creeping toward her. Vines wound their way about her legs as bushes leaned in from every direction.

Scootaloo gasped, kicking out in panic. Her wings flared up and she flailed about, tearing at the plants. She moved forward in small bursts as they snapped. With one final shove, she surged out of the plants and into a bare living room. With her wings free, she charged into a low flight, and collided with another body.

“You’ll never take me!” the pony screamed in a high voice, flailing at her with useless swings of his hooves. “Never!”

Scootaloo stood up, staring at him for a long moment. “Thistleroot?”

“Oh, hey Scootaloo. You aren’t a zombie.”

“Uh, no.” She stepped back and let him up. He took a second to brush his mane from his eyes.

“So,” Thistleroot looked between her and the wreckage of his potted plants. “I’m guessing you aren’t here to silence or brainwash me?”

Scootaloo blinked. “Well, at least I don’t have to worry about you being a changeling. Nopony could fake it that well.”

Thistleroot gave her a goofy grin before pulling her into a hug. “Where have you been? We were all worried.”

*****

“So you’ve been hiding here all week, convinced they were going to kidnap you next?”

“Well, yeah. We both broke into the mansion and went to the restaurant,” Thistleroot said. “I guess if it was changelings, I don’t have anything to worry about.” He glanced at Scootaloo. “You okay?”

“Yeah,” she answered honestly. “It was terrifying, but my friends were there for me to talk to.”

Thistleroot nodded. “Always good to get something like that off your chest. So, want to run to Pony Joe’s? I’ve been living off unseasoned oats for the past four days.”

“Sure,” Scootaloo said, turning to the door. Before she could do anything else, a stream of green fire flowed through the room, coalescing into a thin tube in front of her. The fire’s sudden appearance made Thistleroot flinch back with an unstallion-like squeak.

She giggled and reached out as the flames turned to paper. “Relax, it’s just dragon mail.”

“Oh, yeah, I knew that.”

Scootaloo opened the scroll with a flick of her hoof and began to read. “It’s from the princess.”

“Oh, from the...” Thistleroot stopped mid sentence, eyes widening. “The princess? As in Princess Celestia? As in a royal decree just appeared in my living room?”

Scootaloo arched an eyebrow at him. “It’s not really a decree. She’s just asking me to join her for lunch. I guess doughnuts will have to wait.” She paused before turning away and adding, “Why don’t you come along? I’ll introduce you.”

Thistleroot answered with a heavy thud and a crash.

“So is that a yes?”

*****

“Oh my gosh oh my gosh oh my gosh...” Thistleroot chanted, staring up at the ornate doors before them.

“Calm down. It’s just the princess,” Scootaloo said.

“Just the princess? Just the most powerful being in all of Equestria? How can you be so calm?”

Scootaloo rolled her eyes, smirking, when a thought occurred to her. Why was she so calm? True, she’d met with the princess enough, but even a few days ago every meeting was filled with fear, or at least unease.

“Well, lets not keep her waiting. She might decide to banish us.”

Thistleroot sputtered as Scootaloo strode toward the doors, expecting the guards to magic them open as usual. Instead, the one on the right stepped forward. “The princess is expecting you.” He nodded toward Thistleroot before continuing, “She made no mention of this one, however. He’ll have to wait out here.”

Scootaloo frowned in confusion, wondering what the princess might want to talk about that she needed to do so privately. The other guard threw a wary glance at Thistleroot, and Scootaloo blinked, fighting a chuckle as reason dawned on her.

It wasn’t that Celestia wanted a private chat, necessarily. The guards were doing their job and protecting her. They had no knowledge of Thistleroot and therefore saw him as a potential threat. What would he do, assault the princess with a ficus?

Then it hit her, the Royal Guards had never seen their princess in action. She’d only been in one public fight in recent memory, and it was against a changeling that had been feeding on most of Canterlot castle for weeks.

Scootaloo could still see Celestia standing off against the new changeling queen. The sheer force of her magic had been overwhelming. There was no doubt she could protect herself, and anything that could challenge the princess would tear right past her guards.

“It’s alright,” Celestia called from beyond the doors. “Let them both in.”

“Good ears,” Thistleroot noted with a low whistle.

The guards looked at each other hesitantly before stepping aside. The doors were wrapped in a pale aura of magic and swung wide. “Announcing Miss Scootaloo and, uh, guest.”

The dining room inside was warm and inviting, with sunlight streaming in through the high windows and falling across a delicious looking assortment of food. Celestia stood between them and the table, smiling pleasantly.

“Good afternoon Scootaloo. And good afternoon to your friend as well.”

Thistleroot seemed on the verge of hyperventilating, but managed to sink into a low bow. “Your highness.”

“This is Thistleroot. I hope it’s okay I brought him, we were going to go eat when your letter came.”

“Of course it’s alright. And I’ve already heard of you.”

Thistleroot made a painful sounding gasp, as though he’d tried to swallow his own lungs. “You’ve heard of me, princess?”

“Twilight and Rainbow Dash spoke of you when we were searching for Scootaloo.”

Scootaloo snorted at Thistleroot’s dumbstruck expression. “Careful princess. If you look him in the eye, he’ll probably go into shock.”

Lunch tasted as good as it looked. The princess and Scootaloo made small talk, and eventually Thistleroot calmed down enough to join in. Eventually, Princess Celestia needed to go prepare to lower the sun.

“But first, could I have a word with you privately, Scootaloo?”

Scootaloo nodded and gestured for Thistleroot to wait for her out in the hall. “What’s up, princess?”

“Well, simply put, I’d like you to join the Cutie Mark Crusaders.”

Scootaloo looked up at the princess in confusion. “That’s a joke, right?”

Celestia shook her head. “Star Shine has personally extended an invitation to you, though you forgot that with everything else that happened that night.”

“He did? Why?”

“Well, the details from ten years ago aren’t widely known, but they aren’t a guarded secret either. He knows or suspects the cause of your cutie mark, and as I’m sure you’ve heard, their organization is mainly concerned with questions you’ve asked yourself.”

“Okay, but why would you want me to take him up on it. You said yourself that you didn’t think he was entirely innocent, and...” Scootaloo trailed off. “You want somepony in their group to keep an eye open.”

Celestia nodded. “I need somepony I know I can trust, somepony who can attend the meetings without causing suspicion, and tell me if they change into something unhealthy.”

Scootaloo glanced away, a sudden jolt of guilt mixed with pride making her uncomfortable.

“Honestly, I think it may be good for you. Even if Star Shine can’t be trusted, the average crusader believes in their cause. Maybe hearing their thoughts will help you straighten out your own.”

Scootaloo nodded before looking at the ground beneath the princess’s hooves. The princess had helped her countless times, even after everything she’d done. Now was the perfect chance to repay her, and do some good for a change. There was just one problem.

“I’m scared.” The words caught in Scootaloo’s throat. She looked up, expecting disappointment or anger. Instead, the princess smiled softly.

“Anypony in your position would be. After what happened to you, most ponies would be afraid to leave the house. I wouldn’t ask this of you if I thought they were connected to the changelings, or if they were any threat to you, and I’m only asking because I think it would be helpful to you. If you’re afraid, then I certainly wouldn’t want to force you to go.”

“Star Shine’s the one who found me, isn’t he?” Scootaloo asked, prompting a nod from Celestia. “If he wanted to hurt me, he could have just done nothing.”

“Scootaloo,” Princess Celestia said, leaning in. “Regardless of what you decide, even if you want to leave Canterlot for a few years, I promise, anypony that tries to hurt you will deal with me.”

Scootaloo looked up to meet her gaze with a look of uncertainty.

*****

“So, what was that about?” Thistleroot asked when Scootaloo joined him in the hall. “Or was it secret I could tell you but then I’d have to kill you stuff? Nice necklace by the way, the princess give it to you?”

Scootaloo shrugged, feeling the golden chain rub against her coat. A small silver charm sat at her throat, warm despite the chill of the darkening evening. “Hey, you free Monday evenings?”

“Please tell me you signed us up for a bowling league.”

Pal

Thistleroot was complaining again.

It had become almost routine by this point. Scootaloo would forge on ahead with some mad idea or another, dragging him along. He’d ask why he was being forced into these situations, and she’d come up with some smartflank response. Honestly, the familiar banter was helpful, giving Scootaloo something to focus on.

Star Shine’s manor loomed ominously ahead of them.

“Are you sure you want to go?” Thistleroot asked, nodding back towards the road. “It’s not too late to turn around.”

Scootaloo put on a determined face and shook her head. “I’m not scared.”

“Makes one of us.”

They approached the large double doors and the grey maned pegasus standing by.

“Good evening, Miss Scootaloo,” the pegasus said.

“Oh, uh...” Scootaloo trailed off, at a loss.

“Silver Shield,” the pegasus said. “We met briefly a few days ago.”

Scootaloo tried to recall the meeting, but was rewarded with a small shock at the back of her head. Wincing, she said, “Oh, right, Silver Shield.”

“Master Shine will be pleased to hear you’ve accepted his invitation. The group is meeting down the main hall and to the left.” With a short bow, Silver Shield swept the door open for them.

Scootaloo and Thistleroot followed his instructions down the hall toward a growing buzz of noise. They stepped into some kind of dining hall filled with other ponies.

Most of the crusaders were around their age, with a few fillies and colts, and some older ponies in the mix.

“So, uh, what now?” Thistleroot asked.

“Hay if I know. I’ve never been part of a cult before.”

“Activists,” he reminded her with a smirk.

It wasn’t long before they were approached by a young stallion. He had a light green coat and gave them a genuine smile as he said, “Hey there.”

“Hi,” Scootaloo responded noncommittally.

“You two new? I know most of the crusaders, but you don’t look familiar.” He raised a hoof in greeting. “Name’s Pal.”

“I’m Scootaloo, this is Thistleroot,” she said, shaking his hoof quickly.

“So, what usually happens at one of these shindigs?” Thistleroot asked, shaking Pal’s hoof in turn.

“Starts pretty social, everypony free to talk and meet up, meet new members. They’ll bring out some snacks, and then some of the group’s officers will read the minutes of the last meeting, announce any new events, and that’s usually it.”

“What kind of events?” Scootaloo asked.

“Let’s see. Last month we had a fundraiser. We do those every once in a while to pay for materials and food and the officers and volunteers. We sometimes do community service. Last week a dozen of us went to help out in a soup kitchen.”

Scootaloo blinked. Community service? A soup kitchen?

“That’s less malevolent than I expected,” Thistleroot commented dryly.

“Malevolent? What, were you expecting pony sacrifices and cult worship?”

“Nope. That is definitely the last thing we expected,” he said.

“I heard the CMC were all about doing away with cutie marks,” Scootaloo said. “What kind of stuff do you do about that?”

Pal chuckled. “Not much, really. There’s not a whole lot we can do.” He tipped his head toward the crowd behind him. “The thing is, this whole group is about being anypony you want. Nopony here will judge you on your cutie mark, half of them won’t bother looking at it.”

He turned to show them his flank and an artist’s palette splattered with paint. “I’m good at painting, even enjoy it sometimes, but my parents pushed me into art school, everypony expects me to make a career of it. They always ask to see something I painted, or whether I’ve done any art shows or exhibits. Here, nopony expects me to be the deep artist, or anything.”

Pal shook his head, “I’m rambling, you’ll get the idea faster if I show you around.” And with that, they were off. He wasn’t kidding when he claimed to know most of his fellow crusaders. In the next few minutes they were introduced to Home Run, an athletic pony deep in thought sitting at a chessboard, a bespectacled unicorn with a book as a cutie mark, entertaining a group of colts by balancing a spoon on his snout, and dozens more.

The longer they stayed and chatted, the more comfortable Scootaloo became. Not once did anypony ask about her cutie mark or ask what her special talent was. Everything was going perfectly.

A world where cutie marks don’t matter. That was one of my better ideas, wasn’t it?

“Are you alright?” Thistleroot asked, looking at her with a small frown. She realized she’d locked up, holding her body rigid.

“Yeah,” she managed to squeak out, “I just uh, need to use the little filly’s room.”

“Second door on your right,” Pal said, pointing.

Oh, don’t leave on my account.

Scootaloo hurried to the restroom, barely keeping herself from breaking into a run. “You're not real,” she declared as soon as the door was shut.

Obviously, Discord answered. We’ve been over this already.

“I’m not crazy.”

Oh, that one is still up for debate.

Scootaloo sank to the ground, eyes shut. “This isn’t happening. I’m not crazy.”

I mean, it’s one thing when you’re half starving and sleep deprived, but how are you going to justify it now?

Scootaloo thought back, to that night, looking for some reason or explanation for—

Silver pain flashed through her head, making her gasp and duck her head. It burned through her thoughts for several seconds before subsiding. She shakily got to her hooves, pained tears dampening her cheeks.

After a minute, she was able to compose herself and wipe away the tears. Discord’s voice was silent.

*****

“Hey Scootaloo,” Pal said as Scootaloo approached. “You’re just in time. They’re gonna start with the announcements in a second.”

“Actually, I’m not feeling well. I think I’m gonna go home.” Without waiting for a response, she made for the door. Thistleroot was only a few steps behind her. He kept silent as she half ran from the manor, only talking when she slowed on the streets outside.

“What’s wrong?”

She shook her head, eyes stuck on the road ahead of her. Limbs shook. Thistleroot thought she looked one good shove from falling to pieces. He followed her for another minute in awkward silence, deciding he’d at least make sure she got home safely.

He’d barely finished the thought when Scootaloo collapsed, holding her head in her hooves.

“Gah!” he said in what was most definitely not panic, as he hurried forward.

Her chin was rested on the stone road, buried under her legs. Her eyes were screwed shut and her breathing came in harsh gasps.

“Oh, Celestia, this is not good,” he said, bending down for a closer look. “Scootaloo,” he whispered, “can you hear me?”

Scootaloo mumbled an unintelligible response.

“Do I need to go find help?”

She shook her head. Thistleroot sat back to wait, and after a moment her breathing had quieted. She cracked an eyelid to look up at him.

“Uh, are you okay?” he asked, feeling stupid before the words were out of his mouth.

Scootaloo nodded. “Yeah, I’m fine.”

Thistleroot raised an eyebrow. “No you aren’t.” Scootaloo ignored him as he continued. “It was a dumb question, you’re definitely not okay, and you shouldn’t pretend otherwise. You need to tell somepony about this.”

“The princess already knows.”

Thistleroot closed his mouth, cutting off his next reply. After a moment he said, “Oh. Well, that’s good then.”

Scootaloo shook her head, refusing to meet his eyes. “It’s not... I’m...” She gave a frustrated snort and stomped a hoof. “I’m not sick or anything, so you can stop looking all worried.”

Thistleroot frowned. “But I am worried. Even if you aren’t sick, there’s still a problem.”

“It’s nothing the princess can’t fix.”

Thistleroot gave her a doubtful frown, and she sighed. “It’s something the changelings did. They blocked out my memories, and anytime I try to remember the past four days, I get hurt. The princess is working on a way to undo it, so you don’t have to worry.”

Thistleroot nodded thoughtfully. There’d been books on the subject of mind magic back at the school library, all theory of course. Even the legal areas of mental manipulation were tricky. “What set it off?”

“Trying to remember something.”

“I mean, why?” Thistleroot furrowed his brow, trying to remember what he’d read. “Most ponies automatically shy away from pain, which is the point of spells like those. What are you trying to force yourself to remember?” Thistleroot’s frown deepened as Scootaloo glanced away. His suspicions had been right, there was more to it.

“I think they did more than just take away my memories,” Scootaloo said in barely more than a whisper. “When I first woke up, I heard a voice in my head. It happened again a few minutes ago. I’m trying to remember if they did anything to—”

She cut off with a wince and Thistleroot nodded. “Did you tell the princess about the voice?”

Scootaloo shook her head. “Nopony knows. Until just now, I thought I’d dreamt the whole thing.” Her voice dropped even lower. “I’m not crazy.”

“Yeah, I know,” Thistleroot said with a dismissive wave of his hoof. “Has anything else weird happened?” After a moment of silence, he looked back to see Scootaloo staring at him. “What?”

“You’re not... I mean, I just told you I heard voices. I mean, I’m not crazy, but I thought you’d think so.”

“Oh,” Thistleroot said. His eyes widened a moment later, “Oh! You’re worried other ponies will think that!”

“Well, I was,” Scootaloo said, turning away, face flushed in embarrassment.

“The whole field of mental magic is a big mystery. Any spell is sure to have unexpected results, and the less subtle spells are even more likely to cause problems. If you were actually crazy, you’d have heard voices before somepony messed with your memories. I’m sure the princess will be able to fix the side effects, and even if she can’t most prominent researchers theorize that the effects would reverse themselves if the mind is given enough time to heal.”

Thistleroot had begun pacing, eyes bright as he got rolling, “There’s actually a really interesting book written by your friend Princess Twilight. She theorizes the side effects of memory charms are actually the subconscious, or some part of the psyche untouched by the magic—” Thistleroot found his next sentence cut off by a face-full of orange hoof.

“No need to go full on egg-head mode on me,” Scootaloo said before throwing her hooves around his neck. “Thanks though.”

Thistleroot stared as she started down the road again. “For what?”

*****

Scootaloo felt a bit lighter as she made her way toward her front door. The voice and the pain were both worrying, but at least she didn’t belong in an asylum.

She invited Thistleroot in for a bite to eat, knowing he’d be disappointed about missing the snacks at the meeting. After a couple of barley sandwiches each, she walked him to the door. Before they reached it, somepony knocked.

“Expecting company?” Thistleroot asked.

“Not that I know of.” Scootaloo reached the door first and swung it open. She stopped, hoof still raised, jaw slack in shock.

A yellow earth pony stood on the steps, red mane tied back with a bandana and her tail tied into a ponytail with a pink bow.

She didn’t look up and pawed nervously at the ground as she spoke, “Uh, hey, Scootaloo.”

“Apple Bloom?” Scootaloo shook her head, putting her hoof back down before she could lose her balance.

Apple Bloom glanced up, eyes guarded. As the shock wore off, Scootaloo noticed she looked tired. Her mane and tail were tangled. “Can, uh, can Ah come in?”

Heartbreaker

“Well, not to break this awkward silence thing here, but I’ll be heading home now. Unless you need anything else, of course,” Thistleroot said.

“Uh, no. I’ll see you tomorrow at lunch then?”

“Yeah, see you.” He nodded at Applebloom on the way out. “Nice to meet you, miss.”

“You too,” she said, before returning her gaze to Scootaloo.

“Come on in.” Scootaloo backed away from the door to let her old friend in. She waited for Applebloom to shut it before saying, “So, uh, long time no see.”

“Yeah.”

The two fell into another awkward silence for a few moments.

“You want something to drink? There’s some juice in the fridge.”

“Yeah, that sounds good.”

Scootaloo led Applebloom into the kitchen and got them both drinks. She sipped her juice in silence, waiting for the other to talk.

“Nice place y'all have here.”

“Yeah. Being a wonderbolt pays pretty well.”

Applebloom stood quietly for another few seconds before setting her glass down. “Ah’ve been thinking, two years is a long time not to talk to each other.”

Scootaloo nodded.

“Ah don’t think we can just decide that everything’ll be alright between us, but I’d be willing to work at it, if ya want.”

Scootaloo smiled nervously as she answered, “Yeah. I missed talking to you.”

Applebloom gave a relieved smile of her own. “Well, maybe we can talk tomorrow. Ah should get going before it gets too late.”

“Where are you staying?”

Applebloom glanced away without answering.

“Applebloom?”

“Honestly, Ah don’t know yet. Ah was thinking of asking Sweetie Belle or Twilight if I could stay over.”

“Oh.” Scootaloo bit her lip in thought for a moment before saying, “You could stay here. Dash wouldn’t mind.”

“Are ya sure?” Applebloom asked.

“Yeah. I can put out a blanket and pillow on the couch for you.”

“The couch, right,” Applebloom said with a mix of relief and disappointment, neither of which were missed by Scootaloo.

“Is everything ok at home?” she called back as she went to the closet in the hall.

“Why wouldn’t it be?”

She shrugged, coming back and tossing a pillow to Applebloom. “You just seem worn out.”

“Well...” Applebloom pawed nervously at the ground again. “Nopony’s very happy with me right now.”

“What happened?”

“Ah messed up. Ah kinda ruined an entire zap apple harvest.”

Scootaloo blinked. “How’d you manage that?”

“Ah’d rather not talk about it.”

“Oh, right. Well, bathroom’s down this hall. My room’s to the left if you need me. I’ll talk to you in the morning?”

“Yeah, night Scootaloo. Thanks.” Applebloom watched as Scootaloo turned toward the hall. “Uh, Scootaloo?”

“Yeah?”

“Ah’m sorry.”

Scootaloo stopped without turning to face her. “Yeah, me too. I shouldn’t have... I mean... I’m sorry too.”

*****

“So she was one of your fellow cultists?”

“She was part of the CMC, yeah,” Scootaloo said through a mouthful of sandwich.

“And she randomly appeared last night after holding a grudge for years?” Thistleroot asked.

“Well, it wasn’t that random. She was already in Canterlot.”

Thistleroot nodded. “Well, that sounds... painfully awkward, to tell the truth.”

“You have no idea.” Scootaloo took another bite. “But, if she’s serious about patching things up, then it’s worth it.”

“What did you guys fight over in the first place?” Thistleroot asked.

“I don’t remember.”

“Liar.”

Scootaloo shoved Thistleroot, almost knocking him off the bench. “It’s private. Sorry.”

Thistleroot shrugged. “Probably some sappy love story anyway. You did say your special talent is breaking hearts.” He punctuated the statement by popping an olive into his mouth and chewing. Several seconds passed without a comeback, and he glanced sideways at Scootaloo. Her head was bent, mane covering most of her face.

“Oh. Uh, I meant that as a joke, because of what you told me. About you cutie—”

“Yeah, I get it,” Scootaloo said with forced cheer.

“Yeah,” Thistleroot said, trailing off. “So, you and her?”

“No, not really. Look, I’d rather not talk about it.”

“Sure, sure. Not my place to pry. But, uh, if there’s anything you think of that I can do, let me know, okay?” Scootaloo nodded once and he continued, “Right, this would be a good time to subtly change the subject. How ‘bout that weather we’ve been having?”

Scootaloo rolled her eyes, corners of her mouth lifting up despite her mood. She quietly rubbed her cheeks with a hoof while Thistleroot politely looked distracted.

He really is a nice stallion. It’s a shame, isn’t it?

The voice elicited a groan from Scootaloo as she dropped her forehead to the table. “Go away.”

Oh, Scootaloo, that’s not very nice.

She didn’t answer, instead choosing to close her eyes and try to block out the voice.

“So, I guess I’ll see you later then.” She looked up to see Thistleroot walking away, his lunch tray floating beside him.

That was just mean, telling him to go away when he was only trying to cheer you up.

“Wait, I didn’t mean him,” Scootaloo said as he reached the other side of the room and dumped the tray.

Too late now, unless you want to start shouting. That should be worth some odd looks.

Scootaloo frowned before turning back to her meal. “I’ll just explain later. He’ll understand.”

Why bother? It’s better this way.

“And what’s that supposed to mean?"

This friendship isn’t going to last, Scootaloo.

“What do you know? You’re just a side effect.”

Maybe, but I still have a point.

“You think I’ll just drive him away?”

Like you did with Nimbus, and all the coltfriends before him. Even your best friend. Honestly, it’ll be easier this way. Better than the alternative.

Scootaloo finished her sandwich without responding.

Thistleroot is a smart pony. He works in the library, handling newspaper archives and history books. He’s well read on important figures and events.

“What’s your point?”

It’s only a matter of time before he puts the pieces together and sees you for what you really are. How will he react when he finds out you imprisoned his beloved princess in stone?

A cold knot formed in the pit of her stomach. It was right, of course. She’d already known, deep down, that Thistleroot might find out about it eventually, but she’d never voiced the thought.

Do what you’re good at. Protect yourself. Push him away now, before you get hurt. And while you’re at it, do something about your other friend. Nothing good can come of Applebloom staying with us. Not after everything she’s done.

“Shut up,” Scootaloo said as tears started to flow. “Just shut up already.”

Consulting an Expert

So we’re just going to tell everypony how crazy we are?

“I’m not crazy,” Scootaloo said again, never slowing.

Of course not. That’s what all the crazies say.

“Thistleroot didn’t think I was crazy.”

Thistleroot’s an idiot.

Scootaloo ignored the comment, reaching the large house and rapping quickly on the door. A few seconds passed before a small purple dragon answered. “Hey Scootaloo. I thought you were at work.”

“I need to talk to Twilight. Is she around?”

“Uh yeah, in her study.”

Scootaloo nodded and pushed past Spike into the house. He watched her with a worried frown as she climbed the stairs and disappeared from view.

She knocked again when she reached the right door. “Not now Spike!”

“Uh, it’s me actually.”

“Scootaloo?” There was a flurry of scribbling and stacking sound for a few seconds before she said, “Come in.”

Twilight's study was, like most of her house, filled with books. An ornate desk sat across from the door, piled high with papers and form. Twilight herself looked more harassed than usual, but offered the mare a friendly smile. “What do you need?”

“I was wondering if I can ask you about a book?”

“Sure, which one?” Twilight studied her for a moment, friendly smile faltering. “Is everything alright?”

Scootaloo shook her head and started talking.

*****

Thistleroot trotted down Lincolt Avenue, groceries trailing through the air behind him. With a yawn, he produced the key to his apartment building and moved to put it into the lock.

“Hey!”

His smile brightened as he turned and said, “Hey. I thought you’d headed home.”

Scootaloo smiled sweetly up at him. “Of course not. Come on, I need to show you something.” Without another word, she turned down the street, smiling back at him a few steps later.

*****

“And to make things worse, I accidentally snapped at my friend,” Scootaloo said. “I mean, I’m sure he’ll understand when I explain it to him, but on top of everything else...” She trailed off with a sigh.

Twilight looked up from the stack of books she’d been gathering to give her a sympathetic smile. “Of course he will.”

“So, any ideas what might be causing it?”

Twilight nodded, rifling through the first book on the stack. “Well, it’s pretty obviously the mental blocks. I mean, there could be another cause, in theory, but the timing is just too perfect.”

Scootaloo breathed a sigh of relief. “So, any way to fix it?”

Twilight touched the corner of her mouth with her tongue, face deep with thought. “I don’t have any cures off the top of my head, but your friend was right. It should disappear on its own eventually. Your brain shouldn’t have been physically altered in any way, so as the magic fades, it’ll weaken, just like any spell without a source of upkeep.”

“Well, is there any way to keep it quieter until that happens?” Scootaloo’s ears went flat as her voice fell a bit, “It’s... not exactly friendly.”

“Well, some ponies theorize side effects such as schizophrenia and dissociative identity disorder are a result of cognitive dissonance. The conscious mind and subconscious mind each have a slightly different set of memories, and don’t know how to deal with the incongruity.”

“Uh, could you repeat that in Equestrian?”

Twilight smiled sheepishly. “Sorry. Basically, the you that does all the thinking is missing memories, and it’s throwing you off balance. Even less serious cases would mean feeling surprise, anger, dread, and guilt more easily than other ponies. These feelings can also aggravate the condition, meaning you’d hear this voice more often during times of stress.”

“That sounds about right. So if I avoid stuff like that, I won’t hear it that often?”

Twilight nodded. She hesitated for a moment before asking, “If you don’t think it’ll be hard to talk about, do you mind if I ask you a few questions? It’s really rare to find a real subject, with this kind of magic being illegal. It might also help me come up with more ways to help.”

Scootaloo shrugged, “I’ve already told you most everything, I guess a few questions aren’t gonna bother me any.”

Twilight smiled, levitating a notebook and quill in front of her. “So, I guess some basics first. What does the voice sound like? Yourself?”

“It did once, but usually it sounds like Discord.” Scootaloo was staring at the floor again, and jumped when something slapped the ground in front of her. She looked up to see the notebook had fallen from Twilights grip. Twilight was looking at her in a mixture of surprise and pity.

*****

“Everything’s fine with Discord,” Twilight told the princess. “Not a drop of power is leaking through.”

“Good,” Celestia said. “I’ll have some guards keep a closer watch on him for the next few weeks, just to be sure.”

Twilight nodded before sitting down. Celestia levitated a cup of tea to her, which she accepted gratefully. “Scootaloo’s asleep at my house right now. Spike sent a letter to Rainbow letting her and Apple Bloom know. I figured she could use a good night’s sleep, so I gave her a potion to help her relax.”

Celestia nodded approvingly. “I was afraid she might experience some side effects, but I never imagined this.”

“I didn’t know she still felt this guilty,” Twilight said.

“It’s probably better if she takes some time off work. Could you talk to Mr. Shine for me?”

“Yes princess. I needed to bring him some papers tomorrow anyway.”

With the matter decided, the student and teacher fell into a comfortable silence.

*****

“I didn’t realize it would be this far,” Thistleroot complained as they neared the outer gates, his groceries still hanging in the air beside him.

“It’s just past the bridge,” Scootaloo promised, urging him forward.

Thistleroot sighed, resigned to go along with whatever she wanted to show him. At least she was smiling again. More than usual even. He felt a small shiver as they crossed the Canterlot city limits and left the city’s protective spells behind.

Somewhere in the part of his mind that never shut up, he remembered the spells had been laid down ten years earlier, after the changeling attack at Princess Cadence’s wedding. Among them was a dampening effect for changeling magic, making most of their skills useless, and constantly wearing down their shape shifting.

At the same time, Scootaloo turned to flash him another bright smile.

“Scootaloo, have your eyes always been green?”

Scootaloo tilted her head in confusion. “Of course.”

“Liar.”

Dwelling on Nightmares

Dwelling on Nightmares

Scootaloo turned over in bed, rubbing tiredly at her eyes. The room was completely dark, though it had been midafternoon when Twilight had given her a relaxation potion and let her lie down. She must have been asleep for a few hours then. She yawned, feeling a bit guilty about taking Twilight’s bed, but enjoying the feeling of a good night’s rest too much to really care.

Her ears perked up as she noticed a tapping noise coming from across the room. Something or somepony was rapping lightly on the window.

She considered running for help, in case the tapping was coming from a changeling, but dismissed the idea with a shake of her head. If somepony meant to harm her, they wouldn’t be knocking.

Reaching up to be sure she still wore the sun shaped charm, Scootaloo crossed the room and opened the window. She’d had several ideas of who might be outside, mainly Thistleroot or Applebloom. Dash would have been a close third.

Scootaloo blinked stupidly for a few seconds before asking, “Princess Luna?”

The Princess of the Night hovered just outside her window, smiling gently. “Good evening, Scootaloo.”

“Uh, hi. You know they have a door, right?”

Luna laughed softly, “I didn’t want to wake Twilight or Spike. I would like to talk to you and you alone. Perhaps you would join me for a flight?”

Scootaloo almost agreed immediately. Turning down the princesses wasn’t something a pony did lightly, out of respect if nothing else.

“No offense, but how do I know you’re the real Princess Luna? The changelings are back in town, and not wanting to wake anypony else seems kinda suspicious.”

Luna nodded in approval. “No offense taken, my little pony. It is better to be cautious in troubled times.” The princess leaned forward, resting her hooves on the window sill, and with a small effort of will, lifted one of Twilight’s books from her nightstand. The book floated across the room, wrapped in a cocoon of blue energy.

“If you recall, changeling magic is green.”

Scootaloo nodded and said, “I’ll have to remember that test.”

“We all should,” Luna agreed. “My sister and Twilight Sparkle are working to get information like that out into the public. It would have saved us much trouble at Cadence’s wedding.”

Scootaloo stretched her wings as Luna backed away from the open window. Seconds later, they were gliding through the silent night.

It had been weeks since Scootaloo had flown just for the sake of flying. After a few minutes, she started on some simple maneuvers, taxing her entire body with the workout.

Not to be outdone, the princess showed her own aerial acrobatics, spinning through the air gracefully, trailing starlight and shadows in her wake. Soon they were in an unspoken contest, one-upping each other with each trick.

It went on for the better part of an hour before they evened out, giggling quietly. Luna slowed to a more leisurely pace, and Scootaloo mimicked her.

“So, you wanted to talk, princess?”

“Yes. I heard some of what you’ve been going through lately.”

“Oh?” Scootaloo asked without inflection.

The princess nodded, turning to fly backwards so she could face Scootaloo. Scootaloo felt a twinge of jealousy at how easy the princess made it look.

“I understand you’ve brought your concerns up with Tia and Twilight Sparkle, but I thought maybe you’d like to talk to me as well. As two ponies who have actually been through similar situations.”

“You mean when you stole the elements?” Scootaloo asked. Luna had been manipulated like the rest of them, given dreams and thoughts of how the Elements of Harmony could be used to imprison her. It wasn’t the same though, she didn’t know about Discord. She had no way of knowing her actions would hurt anypony.

“Actually, no. I was talking about Nightmare Moon.”

“Oh,” Scootaloo said again.

The princess stared past Scootaloo, eyes taking on a familiar look. Celestia looked that way sometimes, when thinking about the past. It may have been nostalgia, or sadness, or maybe just concentration as they sifted through lifetimes worth of memories.

“It was Discord’s doing,” Luna started.

Scootaloo arched an eyebrow. “I thought he’d already been imprisoned. Like, for real, where he couldn’t reach out to talk to anypony.”

“Yes, that is so,” Luna confirmed. “But Discord’s words can take root long after he is gone. When we worked against him, he was the first to suggest that I was beneath my sister. After we defeated him, the words continued to haunt me.

“I heard him for years, though not as literally as you seem to. The ideas he planted grew, feeding on my fears and doubts. I felt guilty about such petty thoughts, but of course that meant one more emotion to play on.”

Luna sighed, eyes closing for a minute. “Finally, I decided to do something about it. There’s a crossing of ley lines beneath Canterlot Mountain, and a cave high above where they all converge. I went there in the dead of night, knowing my sister had used the power during her first sunrise.

“The cave was almost exactly as my sister had described it, with a bare stone table and several odd engravings. The only difference was that the largest engraving, at the center of the back wall was written in an old language from our home, and said “Lost are those who would dwell”.” Luna shook her head. “I don’t know why the words had changed, or if the message was meant for me in particular. It didn’t mean anything to me at the time.

“I took it slow, knowing that Celestia’s first test of the ley lines had ended badly. By morning, I had gathered enough energy to challenge my sister, and I refused to make room for the sun.

“You know the story from there,” Luna said. “Celestia had no choice but to turn the elements upon me, casting me to the moon.”

“Wow,” Scootaloo said, staring at the princess. She’d never really thought of Nightmare Moon and Luna as one pony, at least not seriously. Nightmare Night was more of a game, with Luna pretending to be the villain for all the foals.

The truth was, the original Nightmare Night was no game. Discord had nearly orchestrated the fall of Equestria with a few well timed whispers. Not only that, but Luna had nearly destroyed all of Equestria by letting him play on her jealousy and insecurity.

Suddenly, Scootaloo didn’t feel quite so alone.

*****

Twilight yawned loudly as she shuffled down the road toward the outskirts of town. In the distance, a white unicorn waved his hoof at her.

“Twily!” he called, just in case she’d missed him.

“I’m coming,” she mumbled. Another half minute of slowly trudging along and she’d reached the her brother, Shining Armor.

“Now what in the wide world of Equestria was so important that I had to get out of bed and come do your job?” she asked.

“Over here,” he said, leading her just a bit further, and off to the side of the road. Several paper bags lay torn, groceries spilled on the dirt path. One of the bags had been scorched, but had long since cooled.

“What is this?” she asked.

“Take a look, come up with your own theory first.”

Twilight nodded and took a closer look. Just past the edge of the road, heavy vegetation grew wildly. Most of it had been cared for, trimmed and kept out of the way. One section stood out. Vines reached out in every direction, stretching several feet into the otherwise clear path. Roots had been torn violently from the earth, and trees bent in toward the spilled groceries.

“There was some kind of magical burst,” Twilight said. “It was directed at the vegetation, meant to change them. They grew rapidly, and moved with a violent energy. The spilled groceries are at the center of it.”

She leaned in closer to study the plants and found a few striped of leaves, splintered and frayed, and several burnt to a brittle husk.

“More fire. Something this controlled had to be magic, a natural fire wouldn’t be this contained. It wasn’t the same magic that moved the plants. Most ponies don’t have an affinity for fire magic.” Twilight glanced at her brother, eyes widening. “Changelings?”

Shining Armor nodded. “That’s what I guessed too. Somepony tried to fight them. There’s a few more disturbances farther in. We don't know if the pony escaped.”

The pit of Twilight’s stomach went cold. She’d known the changelings were moving again, but this changed things. Changeling magic was dampened within Canterlot, but they could still keep a disguise for several hours. If they were taking ponies, it meant they were infiltrating the city. Everypony was in danger. Not to mention the poor soul they may have taken.

If they were even still alive.

Slipping

“I don’t want to talk to you any more.”

It took a few seconds for Scootaloo to understand. The words didn’t make sense. Not in that order. Not in that voice. When they finally sank in, her ears went flat and she barely managed to murmur a surprised, “What?”

Thistleroot rolled his eyes and said, very slowly as though speaking to a particularly dim foal, “I don’t want to see you again.”

They were standing outside the school, just before classes started. Thistleroot had been waiting for her on the lawn.

“Why not? What’s going on?” Scootaloo asked with some difficulty. Invisible iron bands wrapped around her chest, making it hard to breathe.

“You’re dangerous,” Thistleroot answered. “I’ve been in danger more times since meeting you than all the rest of my life combined. Cultists, changelings, breaking into a pony’s house? No thanks, I’ve had enough.”

“That’s not...” What, exactly, Scootaloo thought. Isn’t fair? It was completely fair, and rational. Sure, Thistleroot wasn’t always the most rational pony, but he was smart. He could see the risks of being near her, and if he didn’t want to take those risks, nopony could force him.

“But, isn’t that a little extreme?” Scootaloo asked throw a forced smile, as though the two were sharing a joke. “I mean, if you don’t want me dragging you into anything, that makes sense, but what about just talking here, at lunch?”

Thistleroot watched her for a few seconds before turning away. “You’re damaged goods, Scootaloo.”

Scootaloo’s heart hammered against her chest. “What?”

“It’s stamped right there on your flank,” Thistleroot said, pointing.

“My cutie mark doesn’t mean anything like that,” Scootaloo protested.

“Yeah? Would Applebloom agree?”

Scootaloo winced, tears forming in the corners of her eyes. “Don’t say that.”

“Why not? It’s the truth, right?” he said. “I could piece together that much from our little chat. What happened between the two of you.”

“Nothing happened,” Scootaloo insisted, front legs bent as though she wanted to fold in on herself to escape.

“Because you never let anypony in.” The words rang with in her ears, cutting her more deeply than any knife could. Applebloom had said the same thing.

“I have put my tail on the line for you, Scootaloo. I helped you break into Star Shine’s place, dug up information, gone to CMC meetings and fake dates, listened to your fears and heartache, and you still can’t be completely honest with me.”

“Why are you doing this?” Scootaloo asked. Wasn’t it enough to just leave her like everypony else? Why did he have to make it hurt more?

“Because, I was attacked yesterday, and barely managed to get away,” Thistleroot said. “Just for being your friend. Even after everything I’ve done for you, you couldn’t warn me. You couldn’t tell me the truth about why the changelings want you. You were too scared of what I'd say, right?”

Scootaloo’s heart beat so quickly it hurt.

“You’re still doing it. You won’t trust anypony with the truth, even if they might get hurt.” He turned away and started toward the school.

“It’s not like that.”

“Save it for somepomy who cares.”

*****

“Scootaloo?”

“Go away,” she mumbled from under her pillow.

Applebloom nudged the bedroom door open, glancing in worriedly. “Rainbow Dash bought take-out. Are ya hungry?”

“Go away,” she repeated, louder.

“Ya need to eat something.”

“What do you care?” Scootaloo asked without looking up.

“We’re worried about you. You’ve been in here since yesterday, haven’t said more than ten words in all that time. If ya need to talk to somepony—”

“Even if I wanted to, you’d be the last pony on my list,” Scootaloo snapped, flinging the pillow across the room. Applebloom flinched, but it flew wide. She didn’t respond, just shook her head and left.

Ah, so glad to see you’re finally taking my advice.

Scootaloo turned over to face the wall. “I don’t want to talk to my real friends right now. What makes you think I want to talk to some magical side effect?”

What real friends?

Scootaloo fell quiet, eyes closing.

I told you before, he’d figure it out eventually. Face it, Scootaloo, the only one who will never leave you? It’s you.

“Why are you even doing this? Is it your goal to cause me as much pain as possible before the princess manages to get rid of you? I already know what you’re going to say.” She rolled over, jabbing a hoof at the empty room. “Nopony likes you, Scootaloo. You can never have a real friendship. You should be locked away in Tartarus. It’s the same manure I’ve been thinking for ten years.”

Ohoh, Scootaloo, you don’t—

“No, cut that out. You aren’t Discord, stop talking like him. In fact, just stop talking at all.”

Do you really think—

“Yes, I really think I can tell you to shut the hay up. The only reason you’re here is because somepony was messing with my head. There’s no reason I should even be listening to you.”

Scootaloo paused, and was treated to glorious silence. She allowed herself a short smile. It may have been a small victory, considering everything else going on, but she’d take what she could get. The smile faltered, and with a resigned sigh, she pushed herself off the bed and trudged to the door. She made her way slowly to the living room, where Applebloom sat on the couch with a box of fried oats in front of her. “Applebloom?”

“Yeah?”

Scootaloo sat down next to her. “I think we should talk.”

*****

A dark red unicorn mare sat at her desk, skimming silently over the week’s newspaper. No mention of changelings or the CMC. Celestia was keeping everything out of the public view. As she flipped the page, a shadow slid across the desk, blocking her light.

Rose Thorn glanced up from her desk at the gangly unicorn staring nervously. “Yes?”

“Uh, Miss Thorn, it’s about the filly. The one you brought in last week.” The unicorn flicked his tail, glancing away.

“What about her?”

“Well, we think the spell is slipping.”

Rose Thorn set her newspaper aside and fixed him with a steady stare. “And?”

“Well, uh...” he stammered, not prepared for such a question. “It’s... it’s a problem, isn’t it?”

“Well, if the spell fails, we’ll all be sent to prison for a very long time, won’t we?”

“Uh, yes?”

“Then yes, I’d say it’s a problem.”

“Well, yes ma’am,” he said, staring at his forehooves.

“I shouldn’t have to tell you that, should I?” she asked as calmly as ever.

“No ma’am.”

“And I shouldn’t have to tell you what to do.” She leaned forward, putting her snout on her hooves. “Fix it.”

The Rose's Thorns

“Ah’d rather not,” Apple Bloom said simply.

“Then why’d you come here?”

Apple Bloom shook her head. “Ah don’t mean it like that. Ah do want to fix things, Ah just don’t think talking will help. We both acted like foals, and there’s no changing that. We can’t change what the other thinks either.”

She offered Scootaloo a friendly smile. “Can’t we just pretend it never happened? Let things go back to normal?”

Scootaloo wanted nothing more than to agree. With everything going south around her, the idea of saving just one of her friendships was more tempting than she would have imagined. Instead, she shook her head.

Apple Bloom frowned, setting her oats on the table with more force than necessary. “Why ya gotta be so stubborn?”

“I guess it rubbed off from spending too much time around you,” Scootaloo said. “I’m tired of pushing everypony away. I want our friendship to work, but lying to ourselves won’t help.” She looked down at the table as she continued. “When you first told me how you feel, I may have overreacted.”

“That’s putting it lightly,” Apple Bloom said, a light blush creeping into her cheeks.

“Yeah, yeah. I’d already screwed up every relationship I’d been in, and I didn’t want anything coming between us. I should have just told you I wasn’t interested.”

“Is there actually a point to this?”

Scootaloo cast her a sideways look, frowning. “The point is, I’m sorry. I shouldn’t have shouted at you, and I shouldn’t have avoided you for so long afterwards. I can’t change the way I feel, and I don’t know how long it’ll be before I find some other way to screw up, but I’m glad you’re here.”

Apple Bloom’s face soured. “Close enough, Ah guess.”

Scootaloo shrugged and busied herself with the take-out.

“Ah, come on Scoots, at least try to be positive. There’s no guarantee anything’ll go wrong.”

“Hmph,” Scootaloo scoffed, turning her head away slightly.

“Ya wanna talk about it?”

Scootaloo blinked rapidly as tears began to form. “It’s just some dumb guy.”

“Ya still thinking about Nimbus?” Apple Bloom asked.

That brought a small chuckle from Scootaloo as she shook her head. “No, Diamond Tiara can have that loser. It’s just one of my new friends from the school.” As the tears started streaming down her face, Scootaloo told Apple Bloom everything that had been happening over the past few weeks.

*****

Talking to Apple Bloom had eased some of Scootaloo’s unease, though her stomach still knotted uncomfortably as she trotted to work the next morning. Luckily, she made it to the sports field without seeing any familiar faces.

Time passed in a haze as she helped Coach Thunderhead set up a simple obstacle course and showed the students some maneuvers they would need. It was a piece of cake compared to some of the Wonderbolts’ courses Dash had let her try over the summers, but challenging enough for the younger pegasi.

Scootaloo decided to grab lunch at a nearby fast food place, rather than risking a trip to the cafeteria. The weather was perfect for sitting on the patio with a large order of hay fries. Not much traffic passed by the upscale neighborhoods around the school, and a light breeze stirred her mane as she ate in peace.

Scootaloo couldn’t focus on any of it. She ate her fries without really tasting them. The cheery sunlight didn’t make her feel any warmer. It just wasn’t fair. She should be back at the school, eating with her new friends, not hiding away like some criminal.

She was almost done when an uncomfortable itch ran the length of her wings. She rolled her shoulders uncomfortably, frowning. She was probably being paranoid, she reasoned, but shook her head. With a sudden jerk, she twisted around in her seat.

Somepony ducked around the corner of the restaurant at the same moment. She barely caught a glimpse of their tan tail.

Her eyes scanned the nearby street as her breathing hitched. Fear rose in her chest, and she pushed away from the table. Leaving the last of her food, she took off.

With a few beats of her wings, she was rising above the rooftops and whoever had been watching her. After a moment, she grinned, fear turning into confidence. Even if somepony, or more likely, some changeling wanted to hurt her, they’d have a tough time catching her.

She missed the soft whistle as she congratulated herself, so when the spell hit, it took her completely by surprise. A red-orange cord of energy whipped around her wings, drawing them together painfully. She gasped, legs churning through the air as she fell. She hit one of the roofs, bounced, rolled, and fell heavily out of sight in a dark corner between two shops.

Lights danced through her vision as her head spun. She tried to push herself up, but her wings, tied together above her back, threw her balance off.

“Nice shot,” somepony said nearby.

“Yeah, let’s just hurry up. Somepony might have seen that.”

“She’s all yours. I’ll just keep a watch out.”

Scootaloo managed to focus on the two stallions. One was a gangly orange unicorn. His horn glowed with magic. The other was a brown pegasus. The unicorn approached her calmly, head lowered as his horn began to hum with even more power.

“What are you doing?” she managed to cough out, edging away from him.

“Don’t worry about it,” the unicorn answered. “Just sit still and relax.”

Scootaloo pushed herself farther away, turning so that her back was to the wall. The unicorn took another step closer, lowering his head further. Scootaloo started to feel a buzzing sensation at the back of her head. The silver light that had plagued her memories began to flow through her, taking the edge off her thoughts. After a moment, a red-orange light started trickling in, mixing with the silver light.

She could barely keep her thoughts focused on what she was seeing. The pegasus was twenty feet away, turned away from them. Nopony was in the street beyond. Even if they were, she wasn’t sure she could have called for help. The unicorn's horn glowed more brightly, and he took another step to stand directly over her.

With the last bit of strength she could muster, Scootaloo bucked him in the horn. His head snapped back, a surprised look of pain on his face. He fell back on his haunches as his sparked and the glow faded. Suddenly, Scootaloo’s thought snapped back into clarity, and the binding around her wings faded.

She rolled to her hooves and leapt, wings beating furiously as she half flew, half ran up the side of the building. Another spell sailed by her as she dove onto the roof. She took a moment to breathe and stretch her wings. Nothing seemed seriously hurt, so she galloped to the other side of the building and launched herself into the air.

She’d only made it a few yards before the sound of flapping wings came from behind her. She rolled instinctively, barely dodging the brown pegasus. He rolled toward her, swerving up to gain a height advantage and began to push her lower. Scootaloo heard a faint whistle and snapped her wings to her back, dropping a few feet just as another binding spell sailed over her.

The brown pegasus dove into her, slamming into the middle of her back and pinning her wings. They plummeted toward the ground as she struggled to shake him. At the last possible second, he released her and pulled up. She flared her wings out, catching herself and leveling out just above the ground. She had to tuck her legs in, and the tips of her rear hooves still tickled the road for half a second. Some ponies were pointing at the two of them, but she was moving too fast to take in any details. She slowly gained altitude, turning her head about in search of her attacker.

The brown pegasus soared in from her right, clipping her flank as she dived again. He was fast. Probably as fast as her. It wouldn’t be easy to escape if he could match all of her moves.

A smile crept onto her face and she began to push herself even faster. “Just try and keep up with this!” she shouted back in challenge.

The brown pegasus fell in line behind her, flying all out just to keep up with her.

Scootaloo began to feel a slight resistance as the air around her hummed. She thought back to her lessons with Dash. There was one trick she’d never managed to pull off.

“You need a perfect form,” Dash had said. “Perfect rhythm, perfect everything. Once you get up to speed, there’s a point of no return. All or nothing. Once you pass that, all you can do is go faster and pull it off.”

Scootaloo could feel that point approaching. A clear sphere formed around as she picked up speed, slowly stretching into a cone. She could hear the pressure building up from the pegasus behind her. They were at the all or nothing moment.

Scootaloo pulled back, wings stretched wide as she began to decelerate. The brown pegasus flashed by her, a look of confusion on his face. He tried to turn, but the mach cone around him shook violently. He hung suspended in the air for a moment, just long enough for the confusion to fade from his face, replaced by a look that clearly said, “Aw ponyfeathers.”

As Scootaloo sailed past him at a much safer speed, the brown pegasus was flung backwards, tumbling through the air with a panicked scream. Scootaloo allowed herself a moment of gloating, turning back to stick her tongue out at him before flying off to safety.

*****

Rose Thorn sat in her office, a look of loathing fixed on her usually attractive face. A white unicorn filly stood off to the side of the room, offering no opinion. The orange unicorn stood in the center of the room, head ducked low.

“You had one chance at this. Isn’t that what I told you before?”

“Yes, Ma’am.” The unicorn’s voice shook as his eyes darted around the room, looking for a way out.

“And now that you’ve blown it, she knows to be more wary. We won’t get another chance to reapply the memory spells.”

The unicorn remained silent, pawing at the ground.

“So you and your mentally deficient partner have lost us one of the most important pieces on the board.”

“There might still be a chance,” the unicorn said. “If we can find her before she gets to the Princess—”

“No!” Rose thorn snapped. “That isn’t a risk we can afford to take. Get out of my sight.”

“Yes, Ma’am,” the unicorn said, bowing quickly and tripping over himself to leave the room.

Rose Thorn took a moment to breathe, closing her eyes.

“It’s so hard to find good help these days, isn’t it, Miss Thorn,” the unicorn filly said with a giggle as she skipped to the center of the room. Her coat was pure white, with a blue mane and tail. She had bright blue eyes and light freckles.

Rose Thorn nodded. “I suppose it’s your turn again, Crystal Ball.”

“We won’t disappoint you,” Crystal said with a quick curtsy. Despite her size and energy, the filly found a way to make the gesture look sarcastic and insulting.

“This isn’t a time for games,” Rose thorn said. “No cat and mouse, no giving her a fair chance. No gloating once she’s in your clutches, and don’t even think about building an inescapable death trap.”

The filly pouted, but after a moment nodded her head in agreement. “She can’t be allowed to see the princess. Just so we’re clear...” she trailed off.

“Find her,” Rose Thorn said, tapping her hoof to the desk with a note of finality. “Kill her.”

Hiding Out

Thistleroot’s apartment building was closer than any other place Scootaloo could think of. She tilted her wings and adjusted her balance to compensate, turning toward his street. He’d shown her where he kept the spare key after she’d kicked down his door, so getting in wouldn't be a problem. She could stay there for a few minutes, just until she’d collected her thoughts and was sure she wouldn’t panic mid-flight. With luck, he’d never know she’d been there.

Within minutes she was in the hallway, shaking the plate that displayed the apartment number. The key fell loose and she caught it against the wall. With a bit of maneuvering and cursing her lack of unicorn magic, she managed to slide it into the door and open the apartment.

Thistleroot looked up from his kitchen table. “Scootaloo?”

“Uh, hi,” she said, ears drooping.

Thistleroot sighed. “What are you doing here? I told you I didn’t want to see you anymore.”

Scootaloo struggled to keep her voice even. “I know, I didn’t think you’d be home.”

Thistleroot arched an eyebrow. “So you were breaking in?”

“No! I mean, I just needed someplace safe for a few minutes. This was the only place close.”

“Safe? Safe from what?” Thistleroot asked, pushing away from the table with a hint of concern on his face.

“I don’t know who they are,” Scootaloo said, voice threatening to crack as the panic finally set in. “Two ponies, a unicorn and a pegasus. I think they were trying to mess with my memories again.” She shuddered at the idea of somepony invading her mind. Tears started to well up in her eyes.

Thistleroot’s face softened. “What were you going to do next?”

“Get to the princess, let her know what happened. She’ll know what to do.”

Thistleroot nodded. “I can send a message if you want. Not directly to her, but I could send one through the school to Miss Sparkle. Then you could stay here until somepony picks you up.”

Scootaloo nodded, smiling in relief.

Thistleroot hesitated. “I’m only doing this once. After that...” he trailed off, struggling to find the right words. “This is exactly the kind of thing I want to avoid. If those ponies followed you, they know where I live now, right?”

“I- I didn’t think about that,” Scootaloo admitted, lowering her head.

“I know, and that’s why I don’t want you around. You don’t think about stuff like that.” Thistleroot shook his head and turned to the bedroom door. “I’ll send that message.”

Scootaloo stood in the living room in awkward silence as she waited. Thistleroot was right, she hadn’t thought things through. If he got hurt, it would be entirely her fault. He’d already been attacked by changelings once, and barely managed to escape.

That had been the last straw, of course. That and realizing why the changelings were after her. She knew it was only a matter of time before somepony connected her to Discord’s return ten years earlier, and anypony who knew about Chrysalis’s imprisonment...

Scootaloo blinked. After a moment she cautiously approached the table. Thistleroot had been studying. Several books on unicorn magic lay open, along with a cup of water and an apple.

Thistleroot opened the bedroom door. “Done, they should have the message to Miss Sparkle in a few minutes.”

“Thanks,” Scootaloo said. With a casual motion she unfurled a wing, scooped up the apple, and launched it at his head. Thistleroot flinched and caught the apple with a simple levitation spell.

“Really, Scootaloo?” he asked with a flat look. “I know you’re still mad at me, but that was just...” he trailed off, taking in her glare and aggressive posture.

“Where is Thistleroot?” she asked in a low growl, rigid anger clear in every line of her body.

“What are you talking about now?” he asked, arching an eyebrow again. He shook his head dismissively, but stopped when he saw the apple in the corner of his eye. It still hovered at eye level, wrapped in a sickly green aura. “What gave it away?”

“Thistleroot talked about the Mare in the Moon once. He didn’t know why it reappeared. Not many ponies know that Chrysalis is trapped there now, and I doubt the changelings would tell him while trying to capture him.”

The fake Thistleroot sighed. “Here I thought that was such a nice touch, letting you know he was attacked by changelings. Obviously if I was a changeling, I’d never tell you about the encounter, right? And I was just beginning to think acting could be my special talent.”

“You don’t seem too worried that I figured out your secret,” Scootaloo said.

“Oh, I’m not. You’ve probably guessed by now that I didn’t send a message to your friends. I was communicating with the other changelings. They’ll be here soon, but at this point I can’t exactly wait on them.”

The fake Thistleroot stepped closer, a smile stretching across his face. “Orders just came in from Queen Lirean. I have to kill you now.”

Scootaloo stumbled back as he approached.

“I don’t really like violence, but what the queen says goes. Don’t worry though, your friends won’t miss you. Their love for you is going to keep me full for a long, long time.”

*****

The little room wasn’t designed as a cell. A walk-in closet or pantry, probably. There was barely enough room for a small cot and a bucket. The door was heavy and gray, contrasting sharply with the warm brown of the walls. It had a slot for food at the bottom and a small, barred window at eye level.

“All the comforts of home,” Thistleroot said to himself, “and three square meals a day. Ah, what a life.” He raised his voice to add, “Wouldn’t you agree?”

The guard sat silently in the hall, reading the local paper.

“Strong, silent, reading the paper. Grab a donut. Fall asleep just as the heroes bust in and be done with it already.”

The guard answered with more silence.

“Speaking of donuts, could I get one? You fly, I buy? Not that the food here is terrible. Actually, it should be about lunchtime, shouldn’t it?” Yet more silence answered and Thistleroot gave up. He was halfway through counting the ceiling tiles for the third time when he heard somepony trotting down the hall. Probably more than one.

“Finally, I’m starving.” He rolled off the cot and stood by the door, staring intently at the slot. “A trained hunter, the wild pony watches it’s prey.” More silence. “I tell you, I get no respect. That one was funny.”

The hoofsteps drew closer and paused in front of the door. It swung outward to reveal two ponies. The first was an earth pony with a steely blue coat. He was a full head taller than Thistleroot.

The earth pony set a tray of food down on Thistleroot’s cot and stepped back out. After he was out of the way, the unicorn came in. She was dark red with a flowing pink mane. Thistleroot could barely make out a flower on her flank. A rose, deep red with a lively green stalk. The thorns stood out the most, going from bright green to a dangerous red near the tips.

“Welcome to my humble abode. If I’d known to expect guests, I would have cleaned up a little,” Thistleroot said with a low bow.

“Please sit down, Mr. Thistleroot,” the mare said without even the hint of a smile. “As you’ve no doubt found, this cell is covered by a dampening effect, much like the anti-changeling field over Canterlot. You won’t be able to use your magic, and you certainly won’t be able to force your way past both of us and the guard outside. If you try to escape, we’ll be happy to break your legs and horn to keep it from happening again.”

“Wow, aren’t you a pocketful of sunshine,” Thistleroot said, a hitch to his voice. He silently cursed his tendency to joke when nervous as his mouth went on autopilot. “I swear, one of these days I’m going to find a villain with a sense of humor. Then we’ll see who’s laughing.”

“Still the villain, I would imagine,” the mare said.

“Huh? Good point. So, what can I do for you? I’m assuming there is some reason you’re keeping me alive, and it’s either personal favor or tax deductions.” Thistleroot sat down and pulled the tray of food toward him. A few slices of bread and a cup of watery soup. “If it’s the tax deductions, I hope you get audited.”

“I want you to tell me everything you know about Scootaloo,” she said.

Thistleroot gasped. “You fiend! What a cunning plan, asking a straightforward question that will clearly help you get to one of my friends. Your wit and charm have subdued me, I’ll tell you everything I know.” He punctuated the statement by taking a large bite from a slice of bread and chewing loudly.

“I don’t think you understand the position you’re in.”

“Oh, oh, is this the part where you threaten to kill me if I don’t help you?” Thistleroot asked.

“And the part where you valiantly play the hero and resist us?” she replied.

“I always liked adventure stories. So, how did you fall in with the changelings?”

The mare raised an eyebrow.

“C’mon, it’s not like it’s a giant secret. I got captured by changelings and woke up being held by ponies. You obviously want as much information about Scootaloo as possible because you’re going to replace her with a changeling to get close to the princess. Ten bits says you’re responsible for Scootaloo’s kidnapping too. I mean, you were...” Thistleroot blinked slowly, mouth moving silently.

“Figured something out, have you?” she asked.

“Yeah, I think so. Look, we both know killing me would cause more problems than it solves. Wipe my mind, drop me off in Appleoosa or Dodge Junction, and be done with it.”

“Manehatten would be better. Small towns are more likely to notice a new pony. But I don’t think we’re done here. You’ll tell us eventually.”

“You sound pretty certain.”

“Oh, I am. You see, killing you would be more trouble than it’s worth. If anypony found the body...” the mare shook her head. “There hasn’t been a murder in Equestria in years. I doubt we could hold up to an investigation.”

“Yeah, I figured as much,” Thistleroot said, sounding bored.

“But if the changelings killed somepony? Especially somepony they hate and have attacked before?”

Thistleroot blinked again.

“Help me, and at least she’ll live.”

“I’ll think about it,” Thistleroot said.

“Very well,” she said, turning. “Until you make up your mind then, Thistleroot.”

“Yeah, catch ya later, Rose.” She hesitated for just a moment and Thistleroot allowed himself a victorious smile.

“Take his food.”

The earth pony stepped back into the cramped cell, picking the tray up in his mouth. He reached for the piece of bread in Thistleroot’s hooves, but Thistleroot pulled it away, slapping at the guard’s hoof. “Aw, come on. Threatening my life is one thing, but that’s just cruel.”

The mare left without another word, and the earth pony followed behind her. The cell door swung shut again, leaving him alone.

“Come on, Thistleroot,” he said to himself. “You’ve prepared for this your entire life. You’ve read Starswirl’s works on magical frequencies, Sparkle’s theories on mitigation and disruption, and most importantly, the entire Daring Do series. Think, what would she do at a time like this?”

Thistleroot glanced at the bread crust and then at the door. He leapt up, reached between the bars, and chucked the bread. It hit the guard on the side of the head and bounced off. The guard turned to Thistelroot with an annoyed glare.

“Well, that was anticlimactic.”

Prisoner

“Ah’m comin’, Ah’m comin’!” Apple Bloom shouted at the incessant knocking. She reached the front door and threw it open to find Scootaloo.

Scootaloo’s mane was in disarray. A white cloth, specked with red, was tied around her right foreleg, and she stood in the doorway with an angry glare.

“Scootaloo? What happened to ya?” Apple Bloom moved forward, but Scootaloo pushed her with a hoof and knocked her to her haunches.

“Don’t move just yet,” Scootaloo said. “Uh, that song. The one we did for the talent show as kids. What was the first verse?”

Apple Bloom’s eyes narrowed in annoyance. “Really? That was more than ten years ago. How the hay should I know?”

“Oh yeah,” Scootaloo said, glancing away for a moment. “Uh, how did you get your cutie mark?”

“Scootaloo, what’s this all about?”

“Just answer the question first.”

Apple Bloom glanced down at the mark. It was an apple being cut in half with a saw. “Ah was in Manehatten, staying with Babs for a week. Her dresser broke and her mom said they’d have to buy a new one, but Ah fixed it for them.”

Scootaloo nodded and visibly relaxed. Apple Bloom stood back up and moved forward. “Now, ya want to tell me what this was all about?”

With a hiss, the changeling rocked forward, biting at her.

Apple Bloom gasped, falling back again as she pulled her hooves out of its reach. It took her a moment to realize the changeling couldn’t hurt her. It was on its side, legs and wings bound with tape. It had been lying off to the right, just out of view.

The changeling looked even worse than Scootaloo. It had bruises along its head and shoulders, an eye swollen shut, a wing bent at an odd angle, and its horn was snapped off at the base.

“Help me move this thing inside before somepony comes along,” Scootaloo said. After catching her breath, they rolled, shoved, and dragged the changeling out of view.

“What they hay happened?” Apple Bloom asked.

“They took Thistleroot,” Scootaloo answered, glaring down at the changeling. “And then tried to kill me.”

“Oh,” Apple Bloom said, color fading from her face. “Well, how did you get away?”

Scootaloo reached under her wing, pulled out a short, thick piece of wood, and dropped it onto the floor. “When he jumped at me, I ducked and he crashed into the table. I picked up the table leg and beat him with it until I got a lucky shot and broke his horn.”

“And for several minutes after that,” the changeling grumbled in a sibilant voice from the floor.

Scootaloo gave him a quick smack. “I told you to be quiet.”

“Okay, but why’d you bring him with you? And why here?”

“It was the next closest place I could think of. I can’t fly with him all the way to the castle. I was probably seen a dozen times just getting here. I need to think of some other way to get him to the princess.” She cast another glare down at the changeling. “And then he’s going to tell us where Thistleroot is and why the changelings messed with my head.”

She sighed, looking up at Apple Bloom. “I’m tired of worrying about these things, and I want to know what they want with me. I could really use some help with this, but with Thistleroot missing, I could understand if you want to...” She trailed off.

Apple Bloom stepped closer, carelessly kicking the changeling out of the way. She put a comforting hoof on her friend’s shoulder. “We promised we’d always be the crusaders, and us crusaders have to stick together.”

Scootaloo smiled. “Thanks.”

The moment would have lasted longer, if not for the exaggerated retching noises coming from the angry changeling.

*****

“You asked to see me, Mister Star Shine?” Pal asked, standing nervously in Shine’s personal study. The light green unicorn brushed his untidy mane back from his eyes.

“Yes, welcome Palette Swap,” Star Shine said, greeting him with a warm smile.

“Just Pal, please,” he said.

“Of course, Pal. Please, feel free to sit. You’re probably wondering why I asked you up here.”

“Uh, yes sir,” Pal said, taking a seat across the desk.

“No need to call me sir,” Star Shine said. “You’re among friends. The reason I called you up here is because I need your help. You see, Pal, the Cutie Mark Crusaders are growing every day. And as we do, we gain more visibility. Do you remember Scootaloo? I heard you’re the one who showed her and her friend around.” Pal nodded and Star Shine continued, “She’s actually personal friends with Princess Celestia."

“You’re kidding!”

“No, I’m not. The eyes of Canterlot royalty are upon us, my friend. This is our chance to do something great. My associates have plans, and we need the right ponies in the right places to make those plans work. For that, we need you.”

“I don’t get it. Why me?”

“Because you’re Pal,” Star Shine said, bringing his hoof up in a sweeping gesture. “Everypony loves you. I bet you could tell me something about anypony who’s set foot in one of our gatherings.”

Pal thought about it before nodding in confirmation.

“See, that’s exactly what we need if we’re going to make this chance count. We need to know our members, know what they do, what they’re good at, what they think they can contribute. We need to know what and who we have on hoof.”

“And you think I can help you with that?”

Star Shine leaned forward. “What’s Starlight’s favorite food?”

“Huh? Oh, uh, apple strudel, if I remember correctly.”

“Yes, Pal, I think you’re just the stallion we’re looking for.” Star Shine raised his voice, “Crystal!”

Pal turned as the door creaked and a white unicorn filly walked in. She was just over half his height, with a blue mane, freckles, and a blank flank.

“This is Crystal Ball, my daughter,” Star Shine explained.

“Pleased to make your acquaintance,” Crystal Ball said with a curtsy.

“Yeah, nice to meet you too,” Pal said with a smile before casting a questioning glance at Star Shine.

“I’d like her to help out. I think the work would be good for her, and she’s got a sharp eye for detail. If you’d introduce her around at our gathers, help her get to know everypony, it’d really be a great help and a huge personal favor.”

“I can do that,” Pal agreed. “Tonight’s meeting is still going on, we could go down now.”

“Oh, can I daddy?” Crystal Ball said, eye’s growing wide.

“Sure, honey,” Star Shine said, “go for it. Have fun.”

Together she and Pal left the office and made their way down the hall.

“What a creepy kid,” Star Shine muttered to himself, smile falling from his face. He silently mouthed the word daddy, rolling it along his tongue before shuddering.

Pal and Crystal climbed down to the first floor, where the gathering was. As the reached the bottom, the noise from down the hall lulled, and Pal thought he could hear singing coming from the stairs leading down to the basement. It was a low, morose note that was gone in a moment.

*****

“Nopony knows, the trouble I’ve seen!” Thistleroot sung. “Nopony knows my sorrow!” In the hall outside, the guard clenched his newspaper, teeth grinding in anger.

*****

Celestia approached her personal quarters as the sun began to sink towards the horizon. Business was concluded for the day and the sun’s motion would continue without her constant supervision. She thought longingly of curling up with a good book and an early night.

She was surprised however, to find her quarters weren’t empty. A cloaked figure sat at her desk, back turned to her. She brought a slight glow to her horn, preparing several possible defenses. If this pony had gotten past her guards and personal wards undetected, he could prove to be a threat.

“Evenin’, Princess,” the figure said in a dry, gravelly voice. He turned toward her, casting a critical eye up and down. His wrinkled face set in a stony look of disappointment. “You got fat.”

The glow from her horn faded as the corners of her mouth twitched up. “And you’re looking as decrepit as ever.”

“Nonsense, we both know I don’t look a day over four hundred,” the old stallion said. “I lost at least fifty years when I shaved.”

“One might argue that point, at least the beard hid your wrinkles. I thought you’d retired. Didn’t you want to live out the rest of your days on a beach down in Mexicolt?”

“Retiring’s for geezers.” The stallion shook his head. “I’ve got some bad news though. Something big’s coming. Big enough to get my wrinkled rump out of a hammock.” He sighed before smiling again. “Don’t get me wrong, it’s good to see you again.”

Celestia smiled. “It’s good to see you again too, Starswirl.”

Interrogation

“Hush now,” Starswirl said, glancing over his shoulder. “You wanna let everypony know I’m still alive?”

“Right, sorry,” Celestia said, crossing the room and sitting on one of her large cushions. “What name are you using this century?”

“Al,” Starswirl answered.

“Al?” Celestia asked, eyebrow raised skeptically. “Well, it’s simple at least.”

Starswirl nodded. “Full name’s Al A. Kazam.” He turned back to the desk, ignoring the princess’s groan. “I’ve heard you’ve been having problems with changelings lately.”

“Among other things,” Celestia confirmed.

“Makes sense, they finally settled on a new queen, which means the main hives will be moving in unison. They’ll be out for revenge.”

“Yes, we’ve noticed,” Celestia said dryly. “We sent their beloved queen to the moon after all.”

“It’s more than that,” Starswirl said. “This new queen, Lirean. She’s Chrysalis’s younger sister.”

The princess blinked and straightened a bit.

“A sister that Lirean was rather fond of, truth be told.”

“Wait,” Celestia said, lifting a hoof. “If Chrysalis had a sister, why did it take a full ten years to recognize her as the new queen.”

“I was getting to that,” Starswirl said with a scowl. “I guess I should say Lirean’s the youngest sister, rather than younger.”

“Ah,” Celestia said, nodding in understanding.

“Three sisters,” Starswirl continued. “Chrysalis, Rosalia, and Lirean. Rosalia didn’t see eye to eye with the others. Once Chrysalis was out of the way, she and Lirean really started butting heads.”

“What finally settled the dispute?” Celestia asked.

“Rosalia just up and disappeared.”

Celestia thought for a moment before sinking further into the cushion, ears falling flat. “You don’t think...”

“I do. Lirean’s crazy, and I mean certifiably. If my sources are to be believed, Chrysalis had to keep her on a short leash, and Chrysalis was no shining beacon of kindness herself.” Starswirl turned back to her, face grave. “Sorry to say it, Princess, but you’ve got a killer in this sugar bowl you work so hard to maintain. A smart one too. She prides herself in deception, and all of her loyal followers are skilled actors.”

Celestia groaned again. “Can this get any—”

“You really want to finish that, Princess?” Starswirl interrupted her, grinning. “Cause things can get worse, as a matter of fact. The others are getting restless.”

“Others? You mean the windigos and specters?”

“‘Course. My research showed some interesting similarities between them over the past few years.” He turned and picked a paper off of the desk.

“You mean besides the fact that they’re all three pony like creatures that feed on emotions?” Celestia asked, a small smile gracing her lips.

“Yes,” Starswirl said, ignoring the sarcasm. “I’m starting to think they’re different kinds of the same species, like how ponies are split into pegasi, earth ponies, and unicorns.”

Celestia blinked, the smile faltering.

“And if that’s the case, there’s a chance that someday, the three groups may act as one. The fact that the specters and windigos are starting to become restless doesn’t bode well.”

“You really believe that?”

“Yeah. I’ve been studying the magic of all three of them. Let me tell you, it wasn’t easy getting samples. The same magic that unicorns control directly is used by pegasi to fly and manipulate the weather, and by earth ponies to make them stronger and faster. Well, the same magic that lets changelings change and feed on love exists in windigos and specters. The windigos use it to take on their semi incorporeal appearance and feed on hate and anger, while the specters feed on fear and change their shadows rather than themselves.”

Celestia shook her head slowly, trying to clear her thoughts. “So you think Lirean got rid of her sister, took control of the changelings, and is trying to gain control of the other two races?”

“It looks that way, though to be completely honest, I think there may be somepony even higher up. Lirean doesn’t have the temper to plan things out that far.”

Celestia sat in silence. Just how big were the changeling’s plans? Before she could come to any kind of conclusion, a shimmering cloud of green fire flowed through the window and coalesced into a scroll. She caught it automatically and unrolled it. After a moment she stood, eyes widening.

“What’s that?” Starswirl asked.

“A letter from one of my subjects,” Celestia answered. “Do you have some time to spare? I think this kind of thing would be right up your alley.”

“I could probably spare a few minutes. Why?”

Celestia rolled the scroll and placed it aside. “They managed to capture a changeling, and are holding it at my pupil’s house.”

Starswirl chuckled. “Well, that’s impressive.” He followed Celestia out of the room and down the hall. “Hey, I had another thought.”

“Oh?”

“You know how there are three kinds of ponies, and three kinds of, uh, whatever they’re collectively called?”

“Yes. You just explained it,” Celestia said, rolling her eyes.

“Well, there are actually four kinds of ponies, when you think about it.”

Celestia paused to glance at him with a confused frown.

“I wonder if they have their own answer to alicorns.”

Celestia shuddered and started walking again. “I didn’t want to sleep tonight anyway.”

*****

Four ponies and a dragon sat in a circle, looking down at the changeling. Scootaloo and Applebloom had stopped at Twilight’s house on the way to the castle, and had found Spike at home. Rather than risk the last few miles to Canterlot Castle, they’d sent a letter. Princess Celestia had arrived several minutes later, accompanied by an older stallion who’d introduced himself as Al.

“Let’s start simple,” Al said in a quick, gruff tone. “What’s your name.”

The changeling hissed and spat in his direction. It struggled against the tape wrapped around its wings and legs.

“Now, try and make this easy on yourself. Tell us what we want to know, and there’s no reason we can’t all get along,” Al said.

“I will never betray our glorious leader,” the changeling said.

“I haven’t asked you to betray anypony, I just want your name,” Al said with a shrug.

“This is a waste of time,” Scootaloo said. “Where’s Thistleroot?”

“Hush, girl,” Al snapped, earning himself a glare. He turned back to the changeling and lowered his head to look it in the eye. “Now, I can get the answers I need. The only question here is whether you’ll able to dress yourself when I’m done.”

“St... Al,” Celestia admonished quietly.

“They used mind magic first,” Al said, straightening and glancing back at her. Celestia simply stared down at him in silence until he shrugged. “Your country, your laws I guess.” He turned back to the changeling. “So there you have it, I’m not allowed to tear your head apart and take what I need.”

The changeling gave him a mocking smile.

“So, how about a box?” Al continued.

The changeling frowned in confusion.

“Yeah, I’m thinking a nice, concrete box. With air holes of course. A little bit of food delivered every day through a chute, a blanket to curl up with. With no communication or contact with a living being for as long as you live. No love, no laughter, just you, a floor, a ceiling, and 4 boring, unchanging walls.”

The changeling shifted uncomfortably, turning his eyes from Al’s gaze. “You might as well just kill me. I’d starve, right?”

“Nah. I’m what you might call an expert on nonponies. I’ve done enough research to know you can live just fine off of pony food. It wouldn’t be comfortable, feeling your magic dwindle each day, feeling dull and tired, but you’d survive.”

Scootaloo felt Applebloom shudder next to her.

The changeling shifted again, gaze bouncing across the room, looking at anything but Al. Finally, it said, “My name is Effigy.”

“See, that wasn’t so hard, now was it. Now, Effigy, things would go better for you if we got this young mare’s friend back alive. Where is he?”

“I don’t know,” Effigy said.

“You lying—”

“I said hush,” Al said over her. “Let me work here. Now, what did you do with him after you abducted him?”

“We took him to a house on the edge of the city and gave him to ponies. They carried him away. I haven’t seen him since,” Effigy answered.

Celestia stiffened. “You gave them to a group of ponies? Or changelings that looked like ponies?”

“They were ponies,” Effigy answered. “We can tell when one of our own is disguised. They weren’t changelings.”

“That’s...” Celestia trailed off.

“So the changeling’s are working with ponies now? Who the hay would want anything to do with them?” Al asked.

“The Cutie Mark Crusaders?” Scootaloo suggested.

“We’ve already looked into them,” Celestia said, shaking her head. “Star Shine is still under suspicion, but the group itself is...” she trailed off.

Scootaloo wasn’t listening. She was glaring down at the changeling, body tensed.

“Scootaloo?”

“He looked over here when I said the Crusaders, and then looked away real fast,” Scootaloo said. Applebloom nodded in confirmation. “I’m right, aren’t I? You changelings are working with the CMC.”

Effigy shifted his weight to turn away from her.

“To what end?” Celestia asked. “We’ve investigated every office holder and all of their funds. The group itself is just what it appears, a social group for ponies with a common interest. Most of the members are younger than you. What could the changelings gain?”

“Now wait a second,” Al said. “What’s this Crusader thing?”

“It’s a social group that’s become popular in the past few months,” Celestia said.

“And it’s full of young kids?”

“For the most part. The officers and organizers are older, but a lot of the members are—” Celestia froze, eyes widening. Several seconds passed.

Scootaloo had never heard the princess curse before. It sounded odd in such a calm, regal voice.

“What’s the matter?” Applebloom asked, glancing between the older ponies confusedly.

“Changelings don’t need shady bank accounts or brainwashed cults,” Al said. “An innocent social club is exactly what they would want.”

“They’re using the CMC to get to know ponies,” Scootaloo said, catching on. “They can get to know the ponies well too, with all their talk about being yourself.”

“And then once they know enough about somepony, they’ll replace them,” Al said. “They can learn about that pony’s family, and replace them too. One at a time, until the changelings outnumber the real ponies.”

“They may have already started replacing the members,” Celestia said. “We’ll have to act quickly. The dampening spells are designed to weaken changeling magic, but it’ll be pointless if they bury us in numbers. I’ll order the Crusaders to cease their meeting tonight until further notice.”

“I wouldn’t do that, if I were you,” Effigy said from his spot on the floor. “At least, not if you want to see your friend alive again.”

“What was that?” Scootaloo demanded, moving to take a step forward. Applebloom held a leg up, keeping her friend back.

“I’m just saying,” the changeling said with a bitter grin. “If you move against them, they will probably kill him to hide the evidence, right? You won’t find any proof of your suspicions.” Effigy’s smile widened. “Of course, your time is limited either way. They’ll kill him anyway, once they find out I’ve been capt—” The changeling’s head made a satisfying thunk as Scootaloo bounced it off the floor.

Don't Stop Believing

“I’ve got a lovely bunch of coconuts, there they are, all standing in a row. Big ones, small ones, some as big as your head,” Thistleroot sang. The choked growls of frustrated rage continued on the other side of the cell door.

“Not a Monty Ponython fan? Okay, how about Journey? Just a small town mare, livin’ in a lonely world. She took the midnight train going an-y-where! Just a city colt, born and raised in South Detrot. He took the midnight train going an-y-whe-er-ere!”

The guard’s face appeared between the bars of the door. “If you don’t stop that now, I swear to Celestia I’m going to—”

“DON’T! STOP! BELIEVE-ING! HOLD ON TO THAT FEELING!”

The guard let out a strangled hiss and began pulling out his keys.

“Oh, is this the part where you open the cell door to beat me up, but I manage to lock you in here and escape?” Thistleroot asked, bouncing from the cot to his hooves.

The guard hesitated, anger and common sense at war.

“It’s fine,” Thistleroot said. “You’re a big, strong earth pony, and I’m just a weak lil unicorn. I mean, it’s not like I can just dive past you, go about three feet, and get into the hall, and then toss you around effortlessly with magic. Really, three feet? It might as well be a mile.”

The guard took a deep breath and pulled the key away from the door. After another breath, he moved back to his chair.

“Hey,” Thistleroot started softly, picking up volume slowly until he was almost shouting, “I just met you, and this is crazy, but here’s my address, so write me maybe.”

“GRAHHH!”

“Uh, hey?” A voice called from down the hall. “Is everything okay down here? I heard screaming.”

Thistleroot leapt across his tiny cell and stuck his snout through the bars. He could barely see the light green stallion at the end of the hall.

“Get back upstairs,” the guard snapped, turning. “This area is off limits to crusaders.”

“Hey, Pal,” Thistleroot called. “Is that you?”

Pal had started turning, but paused when he heard his name.

The guard snapped a glare back at the cell door and started moving toward Pal. “Come on kid, back to the party.”

“Run! For the love of Celestia, run for your life!” Thistleroot shouted at the top of his lungs. Pal jumped in surprise as the guard turned back again, looking at Thistleroot in annoyed confusion. Thistleroot gave the guard a wink. “They’re going to lock you up! Run! Flee! Depart from this unholy place!”

The guard started down the hall again, raising a placating hoof. Pal hesitated a moment longer before turning and running back up the stairs. The guard was only a few seconds behind.

“Oh, I hope he makes it,” Thistleroot mumbled.

*****

“All in all, it was a productive night,” Crystal Ball said, lying near the fireplace of Star Shine’s study. “You were right, Pal knows plenty about everypony.”

“I still think it would be faster to pull the information out of his head,” Star Shine said from his desk.

“Because it worked so well with Scootaloo?” Crystal asked.

“Didn’t it? That part of the spell wasn’t the problem, it was covering our tracks. Just replace him with a changeling.”

“Which is exactly what I suggested doing with Scootaloo,” Crystal Ball said, rolling toward him and propping her chin on her hoof. “Instead we let her go. I even had to fight the princess, all to keep to Thorn’s convoluted plan.”

Star Shine shook his head. “It’ll all be worth it soon. Do you have enough information for now?”

Crystal nodded. “We should be able to replace another two or three ponies tonight. Our—”

A pony burst in through the study door, wheezing and out of breath. “Mister Star Shine,” he said between gasps. “One of the crusaders went down stairs. He saw the prisoner. I chased him all the way to the property’s edge, but I lost him.”

Star Shine fixed the guard with a glare, hooves resting flat on the desk.

“When?”

“Just a minute ago,” the guard said. “Everypony else had left. He heard the prisoner and came down to see what was causing all the noise.”

“What did he look like?”

“He was light green. A unicorn.”

“Sounds like Pal,” Crystal said, coming to her hooves. “He was at the foot of the stairs when I came up, I thought he’d be heading home. Looks like we get to expedite the process after all.”

“You take care of him,” Star Shine agreed. “I’ll take care of Thistleroot. If Palette Swap tells anypony what he saw, it’ll be too dangerous to keep him around.”

Crystal smiled as she pushed past the winded guard. “Be careful, it’s starting to sound like dear Rose is rubbing off on you."

*****

“Your dinner,” the guard said, shoving a tray under the door.

“Really?” Thistleroot asked, picking it up. “Aren’t you supposed to be starving me until I talk?” The guard didn’t answer, and Thistleroot took the tray back to his cot.

Even if that unicorn Rose had decided to keep him fed, the guard at least should have kept it to spite him. A quick examination of the tray put his confusion to rest. The soup was a mixture of different flowers and roots in a watery broth. Among the daisy and lily petals were a few dozen small, white petals.

Cicuta, he thought, Water Hemlock. A small genus of the Apiaceae Family. If you’re going to poison a botamancy major, don’t use the most deadly plant known to equine kind.

*****

Star Shine peeked into the cell. A dark lump lay motionless beside the cot.

“He started moaning about an hour after I gave him the food,” the guard said. “Went quiet about an hour after that.”

“Good. Open the door.” The guard obeyed and Star Shine stepped into the cell. As he drew closer, the dark lump quivered slightly. “Oh, are you still alive?”

Thistleroot mumbled something unintelligible.

“I’m sorry, I couldn’t hear that? These are your last words, boy, make them count.”

“Forgot... something...”

Star Shine leaned closer. “Oh? And what’s that.”

“Dinner tray to the face!” Thistleroot screamed, turning over and bringing the metal tray down on Star Shine’s head in a chopping motion. Star Shine collapsed, stars flashing before his eyes.

*****

Thistleroot charged up the stairs, heart pounding in his chest. He’d smashed the bowl in the guard's face, leaving him blinded by the deadly soup. Somepony was on the first floor, making their way to the stairs, so Thistleroot kept climbing. He finally reached the fourth and highest floor.

He ducked into a dark room and closed the door gently. He moved as quietly as he could, looking for any item to help him escape. After a minute he eased open the window and looked down. “Where’s a sarcastic pegasus when you need her?”

Another minute passed before several sets of hoofsteps started stomping down the halls just outside. Thistleroot held his breath, legs shivering slightly, until the door finally opened. Star Shine walked in and lit the candles with a quick spell.

“Don’t come any closer!” Thistleroot screamed in a hysterical voice. “I’ll jump! I swear to Celestia I’ll jump!”

Star Shine flinched at the sudden noise. Thistleroot was hanging out of the window, holding onto the sill with only his front legs. “Don’t come any closer! I’m a madpony, I’ll do it!”

“Now, take it easy,” Star Shine said, taking a cautious step back and holding up one of his hooves. “Don’t do anything you’ll regret.”

“What would you know about regret?” Thistleroot screamed, voice threatening to crack as froth formed at the corner of his mouth. “You and your big fancy house? I live in a tiny apartment with a broken door! Why should I even go on? What do I have to live for?”

“Now, don’t be ridiculous. I’m sure you have plenty to...” Star Shine blinked, putting his hoof back down. “What they hay am I doing?”

“Well,” Thistleroot said, all traces of hysteria gone, “to be fair, I hit you pretty hard. You probably have a concussion or something. Confused or dizzy at all?”

“What did you hope to accomplish from all of this?”

“Buying time mostly. I figure the cavalry will be here any second now.” Thistleroot looked over his shoulder at the darkening sky. “Yup, any second.”

“I doubt it, Mr. Thistleroot. I doubt your friend Pal made it two blocks before she caught up to him,” Star Shine said flatly.

“She?”

“You’d rather not know.”

“Oh. Well, eheh. You know, a fall from this height probably won’t kill me.”

“Maybe not, but it’ll make the job that much easier.”

“Well, yeah, but you don’t want to get your hooves dirty at all, do you? That’s why you had somepony try to poison me.”

Star Shine sighed softly. “No, I’d rather not do this kind of work on my own. Honestly, I’d rather throw you to the changelings.”

“Great,” Thistleroot said, voice higher than he’d have liked. “Why don’t you go get them. I’ll just wait here. You know, hanging out.”

“I’m sorry, but this ends here.” Star Shine’s horn began to glow and a silver light appeared between Thistleroot and the window sill. With a sudden jerk, his hoofs were pulled away. His stomach flipped as he fell.

Thistleroot’s horn flared up. A blue aura surrounded him, wavering and threatening to give out. The ground rushed silently toward him and he pushed more energy into the spell.

Thud!

Thistleroot groaned, rolling onto his side and cradled his front leg. His entire body throbbed from the impact, but nothing felt broken. “Well,” he muttered to himself, wincing as his head throbbed, “it wasn’t a daring rescue, but I’ll take what I can get.” He took a deep breath and called, “Ahh, my legs! Oh, the pain! The agony!”

Taking another breath, he pushed himself up and started to run.

He had only a moments warning. He heard the beating of wings and a sharp intake of breath. Using his quick wits and quicker reflexes, he kept running in a straight line. The pegasus landed on top of him, sending him into a roll. He popped back up, teeth barred as his sore joints popped, and charged off to the side.

He’d caught a glimpse of his attacker and recognized him as Star Shine’s assistant. Silver Shield, if he remembered correctly.

Silver Shield dived again, but Thistleroot managed to rear up and keep from running into the pegasus. He turned again, leaving the path for the safety of the trees. He felt more than heard Silver Shield fall in behind him, waiting for the perfect moment to attack. Thistleroot knew he could only run a little more. He had to shake the pegasus quickly.

Thistleroot changed his course slightly, put on a burst of speed, and ran directly into a tree. His head came up as his hooves slammed into the rough bark. The pegasus let out a surprised grunt, pulling up at the last second. A gust washed over Thistleroot as the pegasus barely managed to keep from flying into him.

Thistleroot’s horn flared up as he touched it to the tree. The branches creaked and shook wildly as though caught in a gale.

“What the...?” A voice asked behind and above him. He looked back to see Silver Shield being pulled higher into the tangle of branches.

Minutes later, Thistleroot stepped out into the street. A line of ponies waited, standing in ranks and wearing royal guard armor. Princess Celestia herself stood at the front of the group. Beside her were Princess Twilight and Pal.

“You guys are late.”

Scootaloo's Secret

“Starshine is an idiot,” Rose Thorn said simply. “It was only a matter of time before he did something to get himself arrested. Granted, nopony expected him to screw up so soon, but it is only a minor setback.”

“We lost a chance at invading dozens of Canterlot homes, and our last chance at killing or replacing Scootaloo. I’d say it’s more than just a minor loss,” Crystal Ball said.

Rose arched an eyebrow at the young filly. “If you hadn’t let the kid slip through your hooves and warn the guards, we wouldn’t have this problem at all.”

Crystal sneered at Rose, but didn’t respond.

“As it is, the changeling’s hold on the city is strong enough, and growing every day. The dampening spells will fall soon enough.” Rose turned her attention to the ten other hooded figures in the dim room. “The only true danger is Scootaloo. If she’s allowed to regain her memories, our planning will have been for nothing. We must take her out of the picture before we move forward.”

“She’s already onto us, after the changeling’s childish attempts on her life,” one of the ponies said. “She’ll be defended now, at all hours of the day and night.”

“True, but I believe we may have a chance. Three weeks from now is the Grand Galloping Gala. During the commotion caused by our primary objectives for the night, we may have a small window to get rid of her.”

“And what if she doesn’t go?”

“She will. I’m already taking steps to be sure. Brothers and sisters, despite these setbacks, our goals are closer than ever before. In just one month, the alicorns, these immortals who would rule us uncontested for generations, will be gone from this land, and Equestria will be ours once again.”

*****

Local School Administrator Arrested

After receiving a tip from an unnamed source, Royal Guards swarmed the manor of school administrator and businessman, Star Shine, according to authorities.

At around eight last night, Captain Shining Armor received a tip claiming that Star Shine had abducted a graduate student from Celestia’s School for Gifted Ponies, where he works. At half past ten, Royal Guards entered Star Shine’s manor. On the grounds they found a holding cell, as well as the allegedly abducted pony, Royal Guards say. The pony, whose name hasn’t been released, was reported to be unharmed.

Star Shine, founder of the local group the Cutie Mark Crusaders, is currently being detained for questioning. By order of Princess Celestia, all events planned by the Cutie Mark Crusaders have been suspended.

Captain of the Royal Guard, Shining Armor refused to comment.

*****

“So, that’s it then?” Scootaloo asked.

“Sounds like it,” Thistleroot said, tucking the paper into his saddlebag as they walked leisurely through Canterlot. “For now anyway. There’s still the changelings to worry about, and nopony found Rose.”

“You’re sure she was Star Shine’s boss?”

“It sure sounded like it,” Thistleroot answered. “We heard her before, the first time we snuck into his place. That unicorn he was talking to.”

Scootaloo scrunched up her face, frowning. “Uh, yeah, I think I remember her. Are the guards going to look for her?”

“Yeah, but she’ll probably vanish before they can track her down. They pulled some census records when I described her. Apparently there are over 300 Roses in Canterlot alone, and over 250 of them are some shade of red.”

“Wow,” Scootaloo said. The walked for a minute in silence before she started, “Thistleroot, I’m so sor—”

“Would you stop trying to apologize?” Thistleroot said. “How were you supposed to know a psycho cult zombie would go around kidnapping your friends?”

“Even if I didn’t know, it’s my fault for dragging you into everything. And I completely understand if you don’t want to see me again.”

Thistleroot sighed and shook his head.

“You can’t really expect me to believe you’re fine with everything that happened,” Scootaloo pushed.

“Of course not,” Thistleroot said. “But I’m mad at the ponies who locked me up, not at you.”

They continued walking in silence for another few minutes. Scootaloo’s heart sped up as she considered her next words. Finally, before she could chicken out, she said, “Thistleroot, it really is all my fault.”

“Will you cut that—”

“No, just listen for a second. It’s not just a coincidence that the changelings attacked me and targeted my friends. I did something to make them angry, and they hate me. I should have known they’d try to get revenge eventually. I shouldn’t have dragged anypony else into it.”

“That still doesn’t make it your fault,” Thistleroot said. Scootaloo groaned in frustration. “So, what’d you do to make them mad?”

Scootaloo slowed, heart hammering in her chest. Her first thought was to lie. The moment he knew the truth, Thistleroot would be the latest on a long list of ex friends. She swallowed, steeling her resolve. He deserved to know the truth if he was going to risk hanging out with her.

“Do you remember about ten years ago, when that spirit Discord got free?”

“Of course,” Thistleroot said. “It was on the news all over the country, especially the second time, when he was loose for a full day. I couldn’t look at grass the same way for months.”

Scootaloo swallowed again. “I’m the reason he got free that second time.”

“Yeah, but what does that have to do with the changelings?”

Scootaloo blinked. Thistleroot’s expression hadn’t changed from the polite curiosity he’d been wearing. “Huh?”

“What does that have to do with the changelings? Did Discord do something to make them mad, and they’re blaming you?”

“Uh, no. The changeling queen helped, and I sort of arranged to have her banished to the moon,” Scootaloo said numbly, waiting for the inevitable burst of outrage.

“Ah, that would do it.” Thistleroot started walking again, only to freeze mid-stride, eyes going wide. “Wait!”

Here it comes.

“You mean the mare in the moon is the Changeling Queen? Ah, I’ve been trying to look that up since it reappeared. Why is that not in any history book?”

“Uh, aren’t you going to say anything about the whole Discord thing?”

“What do you mean?” Thistleroot asked.

“Like... I don’t know, shouldn’t you be angry?”

Thistleroot shrugged. “I was a little weirded out for a day or two, but then I remembered it was the princess that got you hired. If she was still on good terms with you, you couldn’t be that bad.”

“A day or two? Wait, you knew about it before?”

“Oh yeah. All the papers were talking for months about an orange pegasus filly, though her name had never been released. Between your cutie mark and the fact that you personally knew the princess, it was kind of hard to miss.”

Scootaloo groaned, head falling forward. “You’ve gotta be kidding me. All this time worrying for nothing.”

“You seem to do that a lot.”

They walked in silence for a few minutes. “So, I guess there’s no getting rid of you.”

“Try not to sound so excited.”

Scootaloo sighed. “I just don’t want to see any of my friends get hurt because of me.” She shook her head, and then blinked, a small smile starting to form. “Okay, if you’re going to stay around, I have one condition.”

“Oh?”

“I want you to have this.” Scootaloo reached up, hooking a hoof through the thin chain around her neck and pulling the necklace off.

“It doesn’t really go with my eyes.”

“Oh, ha ha,” Scootaloo said, rolling her eyes. “The princess gave it to me when I agreed to go to the Cutie Mark Crusader meetings. It’s supposed to have some magical protection or something. I want you to wear it.”

Thistleroot shook his head. “She gave it to you, and—”

“It’s either this, or I stay away from you. I don’t want to cause you any more trouble.” Scootaloo looked over her shoulder. Two stallions stood together on the street behind her, Royal Guard armor unmistakable. “And it’s not like I need any more protection.”

Thistleroot grumbled to himself for a long moment before finally accepting the necklace. With a satisfied nod, Scootaloo turned to keep walking.

They turned the corner onto Scootaloo’s street and made their way up to the door. Scootaloo unlocked it as Thistleroot grabbed the newspaper off the doormat in a faint aura of magic. “Surprise, surprise. Another story about him. ‘Terrorist Teaching at Celestia’s School for Gifted Ponies’.” He pulled off the rubber band and unrolled it.

“They’re calling him a terrorist?” Scootaloo asked with a grin. “Isn’t that a little extreme? Thistleroot?” She looked back to see Thistleroot frozen in the doorway, face grim. “What’s wrong?”

Thistleroot wordlessly turned the paper toward her. On the front page was the headline, the word terrorist sticking out. Below it, staring up at her fearfully, was Scootaloo's picture.

Resignation

“You’re absolutely sure?” Princess Celestia asked. She was seated in her study, a tray of tea and cakes untouched on the table.

Scootaloo nodded. “I just don’t think it’ll work anymore. Half the colts and fillies in the classes I helped teach have already been withdrawn until I’m fired, and I’m tired of everypony watching me like a dangerous madpony.”

Celestia nodded. “I’m sorry this happened, Scootaloo.”

Scootaloo shrugged. “It was somepony working with the changelings, wasn’t it? My name wasn’t released back then, somepony had to tell the reporter while they were investigating the CMC.”

“Most likely,” Celestia said. “What are you going to do now?”

“Pack up my stuff and go back to Ponyville, I guess.”

“I see. If you wouldn’t mind, will you stay for a few more days? I’d like a chance to set up some protective spells at your home there, in case the changelings follow you.”

“Yeah, that’s probably a good idea,” Scootaloo agreed. She stood up. “It’s getting pretty late. I should probably go.”

“Of course,” Celestia said. “The guards outside will escort you home.”

Scootaloo turned, leaving Celestia in the darkening study, a rare look of sadness on her face.

*****

Nopony approached Scootaloo on her way back to Dash’s place, if only because of the Royal Guards on either side of her. She made her way up the steps and into the house without a word to them, and pushed open her bedroom door. She would have thrown herself onto the bed to bury her head beneath the pillows, but somepony was already sitting on it.

“Hey,” Apple Bloom said.

“Hi. Mind moving? I want to go to sleep.”

“You mean you want to lie in bed and mope.”

Scootaloo scowled, ears flattening.

“Nopony wants to see you shuffling around like some sad zombie,” Apple Bloom said.

“Oh, sorry, I didn’t realize I might be upsetting everypony else. Celestia forbid I do something to bother all of you,” Scootaloo snapped

“Now don’t be like that. We care about you. We just don’t want to see anything bad happen, is all.”

“It’s a little late for that. Something already happened. Or maybe you missed the news this week?”

“Ah know, but that doesn’t mean you can’t make the best out of a bad situation.”

Scootaloo groaned and pushed past Apple Bloom, pulling the covers over her and knocking the earth pony to the floor. “The last thing I need right now is a peppy, silver lining speech.”

Apple Bloom stood and glared down at the angry pile of blanket and pony. “What about not wanting to push everypony away anymore?” Scootaloo didn’t answer. “You’re doing it right now. We all care about you, but you haven’t said more than two words to any of us since that story came out.”

“What do you want from me?” Scootaloo asked, flipping the blanket up to look at her friend. “Do you want me to prance around like everything’s great?”

“O’ course not, but I don’t want you acting like it’s the end of the world either. You still have friends who want to help. Who cares what a bunch of strangers think?”

“Why don’t you say that after you spend a few days dealing with the stares and whispers. One of those strangers threw a horseshoe at me yesterday.”

Scootaloo sighed. “I can’t stay here anymore. At least in Ponyville I might be able to do my shopping without the threat of violence. And I... darn it, I like it here. I like living in Canterlot. I like being able to fly by the stadium and watch Rainbow Dash practice. I even like the loudmouthed coach at the school.”

She flipped the blanket over her head again, but Apple Bloom could hear her voice shake. “I like some of those students. I liked not having everypony know who I was, like they do in Ponyville. I’ll miss all that, and being able to see Spike and Twilight and Dash and Thistleroot. I don’t want to leave. I just don't know what to do.” Her voice cracked on the last word and she fell silent. Apple Bloom sat on the edge of the bed and put a comforting hoof on where she guessed Scootaloo’s head was.

*****

“If you don’t want to leave, just don’t,” Thistleroot said. He’d come to her place the next afternoon after noticing she wasn’t at work.

“It isn’t that easy.”

“Sure it is.”

Scootaloo sighed. “No, I just... look, this is hard enough as it is without anypony trying to change my mind.”

“Okay. There’s still one thing you’re—”

“No, Thistleroot. No one more things, I’ve made up my mind.”

“That’s very valiant of you, but don’t you think—”

“Yes. I’ve thought this through.”

“You really haven—”

“Thistleroot, I wouldn’t—”

“Will you let me finish a sentence, you melodramatic filly?” Thistleroot half-shouted in exasperation. Scootaloo clamped her mouth shut and gave him an apologetic smile. “Now, you lived in a rented apartment, didn’t you?”

“Yeah,” Scootaloo said.

“Well, I don’t mean to offend you or anything, but how are you going to pay for it?”

“I’ll find another...” Scootaloo trailed off.

“I’m not saying it’s impossible, but you should at least make sure you can get a job and pay before moving in. Every paper in Equestria probably ran that story.”

Scootaloo dropped onto her haunches, face falling. “Aren’t you supposed to be cheering me up like everpony else?”

“Sorry,” Thistleroot frowned.

Scootaloo sighed. “Well what the hay am I supposed to do then?”

“Become a hermit?”

Scootaloo smacked a hoof against her forehead.

Foal's Play

Celestia arched her back and neck, stretching as she blinked tiredly. The castle was silent, as was usual for the early morning. She made her way across her room to the mirror and lifted a brush with a slight effort of will.

The image in the mirror seemed off. Rather than the usual golden tint of her magic, a light red hue coated her reflection. Except the aura around her horn was the usual color. Blinking slowly, she turned and used a spark of magic to light a candle before turning back.

She was pink.

It took her tired brain a long moment to work through what that observation meant, and to form a proper and intelligent response. “Huh?”

A noise caught her attention and she turned toward her bedroom doors, which had been left open just a crack. A moment later, her sister’s laughter came from the hallway beyond.

Celestia sighed, turning to her desk on the far side of the room. With a quick flick of magic she dragged the quill across it, marking a dark X through March thirty-first. “Happy April Foals Day to you too, sister.”

*****

The guards were the strangest change, Scootaloo decided. After the second or third attempt to kidnap or kill her, the princess had decided she needed protection around the clock.

Biggs was an older career guard. He was a stout pegasus with a cutie mark depicting the airfield he’d been named after. Cheese Wedge, an earth pony who’d been lied to by his recruiter, was a competent guard, though he really wanted to be a cook. They’d spent most of their time near Scootaloo, even taking Dash’s last spare room when she offered. They weren’t unfriendly, but they took getting used to.

They looked up when a knock came at the front door, and Biggs started to rise. Apple Bloom, waved her hoof at him. “Ah’m already up. If somepony was gonna attack, they wouldn’t knock first.”

With a shrug the large pony settled back down, picking a book up and turning the page.

“Well, hi, Thistleroot,” Apple Bloom said from the front hall. “Haven’t seen ya around all week.”

“Yeah, work’s been busy, but I finally have a day off.”

Of course Thistleroot would come by today of all days, Scootaloo thought. It’s probably his favorite day of the year. “Wait, Apple Bloom, don’t...” The cackle of a joybuzzer cut her off mid sentence. A few seconds later, Thistleroot came into the living room. Apple Bloom followed just behind him, mane smoking and an annoyed glare focused at him.

“Hey, Scootaloo. I’ve been meaning to ask, did you go to my house while I was gone? The kitchen’s a mess, and I can’t find the missing table leg anywhere.”

“Oh, right that,” Scootaloo said, reaching for a piece of wood sitting on the coffee table.

Thistleroot accepted the table leg wordlessly, arching an eyebrow. After a second he shrugged. “Ready to go?”

“Go where?”

“All over the place. I’ve got a whole list made out for the greatest day of the year.”

“I’ll pass,” Scootaloo said, shifting deeper into the chair.

“Aww, don’t be like that,” Thistleroot said, pouting. “You haven’t gone out all week.”

“Maybe because I’m a social pariah?”

“Eh, it’s been a week already. If everypony hasn’t forgotten already, I’m sure they will the next time some immortal evil tries to take over.”

Scootaloo rolled her eyes.

“Ah think you should go,” Apple Bloom said. “Ah know you’ve been trying to stay positive, but you can’t just sit here cooped up all day. When was the last time you even stretched your wings?”

“They’re right, it’s not good for a young mare to stay at home all day. You need some fresh air every once in a while,” Cheese Wedge added.

“Who asked you?” Scootaloo grumbled under her breath.

*****

“Don’t want to be an Equestrian Idiot,” Pal sang along with the radio as he deftly mixed a little more blue into the center of the painting palette. Satisfied with the tint of his new green, he wiped the excess paint off the brush and turned to the canvas. “Don’t want a neigh-tion under the new media.”

A knock interrupted his song before he could begin his painting. Carefully setting his tools aside, he flipped off the radio and made his way to the door. With a flicker of green light, he opened it, his usual friendly smile in place to greet his guest.

Star Shine glared angrily down at him.

Pal jumped, eyes going wide. Star Shine was supposed to be in prison, and Pal had accidentally been the one to send him there. He staggered back, panic gripping his chest.

He was about turn and run when he realized the Star Shine standing in front of him was in black and white. And two dimensional.

“April Foals!” Somepony shouted from behind the life-sized print of Star Shine’s arraignment picture. The large sheet of newsprint fell, bunching up. Behind it was a smiling Thistleroot. Beside him was Scootaloo and a third pony Pal had never met.

“Thistleroot?” Finally his ears went flat, the last traces of fear gone. “Really?”

*****

“Faster, Blue Moon! Move those wings! Clear Skies, what did I tell you about about your form? Decrease your drag! Alright, get your lazy, good for nothing flanks over here!” Coach Thunderhead seemed to be in a good mood for once. He wheeled a metal cage across the field as his students touched down around him. Inside were dozens of bright red and yellow balls.

“Today we’re going to work on your coordination by tossing these balls back and forth to each other.” He flipped open the lid as he spoke. “No flying to catch them, and anypony who misses one owes me ten wing-ups. Any questions?”

Clear Skies raised her hoof nervously. “Uh, sir, how are we supposed to catch them if we can’t fly?”

“What kinda question is that?” Thunderhead shouted. “How do you think you’re supposed to catch them?”

“Well, it’s just that—”

“Just that what? Can’t you do anything without your wings?”

Clear Skies wordlessly raised a hoof. Thunderhead looked up and his jaw dropped in shock. The balls had all floated out of the cage and were lazily climbing higher into the sky.

Just outside of the field, a group of young ponies watched the class take off to collect the helium filled balls. Thistleroot and Pal were doubled over with laughter, tearing up at the dumbstruck look on Hothead’s face. Apple Bloom giggled softly and even Scootaloo smiled.

“Shouldn’t we stop them?” The younger guard asked.

“No,” the older one said with a chuckle. “Not our job, and that mare needs some cheering up.”

“Hey, Biggs, right?” The guards looked up to see Thistleroot had collected himself.

“Yeah?”

“You think you can do us a favor?”

*****

Rainbow Dash flopped onto the couch, tired from the day’s practice. She could barely hear Scootaloo and Apple Bloom rummaging around in the kitchen, and Biggs and Cheese Wedge were talking in the dining room. She thought about grabbing a drink, but the couch was entirely too comfortable, and she couldn’t bring herself to move.

“She’s right there,” Apple Bloom said in a whisper, barely loud enough for Dash to hear. “Just do it.”

“No,” Scootaloo snapped. “We can’t tell her, she’ll freak out. Come on.” Dash closed her eyes with a groan. “We’re going out!” Scootaloo called from the kitchen. Dash contemplated stopping them, but decided against it. Scootaloo was a grown mare. She waved as the two of them left the house.

The guards made their way through the kitchen as Biggs called, “Hey, wait for us.” They reached the door, but hesitated a moment, looking back at Dash. “Uh, Ms. Dash?”

“Yeah?”

“This probably isn’t our place, but we thought you might want to know what they’ve been up to today. They asked us not to tell you, but uh...” Cheese Wedge trailed off.

“We wouldn’t interfere under normal circumstances, but Scootaloo visited a Health Clinic today.” Dash’s eyes snapped open. Without another word the guards nodded and left.

“Ah, ponyfeathers,” Dash cursed, pulling herself out of her seat. She wasn’t the kind to pry, but if Scootaloo was having problems, she couldn’t just let it go. Especially with everything else going on lately. She made her way up to Scootaloo’s room, just to take a quick look around, she told herself.

Her look didn’t take too long. After only a quick glance around she saw a bright blue wrapper out of place on the otherwise tidy dresser. She edged closer to read it, and a heavy weight hit the bottom of her stomach. The package was for a pregnancy test. Beside it was a pamphlet titled “What to Expect When You’re Expecting”.

“Ponyfeathers,” she said again.

“Rainbow Dash?” She turned to see Scootaloo standing in the doorway behind her. “What are you doing in my room?”

Dash stepped aside, pointing a wing at the desk. “I think I should be the one asking questions.”

Scootaloo’s eyes widened. “Oh, that’s not mine. It’s for a friend.”

“Uh-huh?” Rainbow Dash asked skeptically. “Apple Bloom?”

“Uh, no, somepony you don’t know.”

“And you’re holding on to an empty wrapper for them?”

“Uh, well...”

“Is it Thistleroot?”

“Thistleroot? Uh, did you miss that he’s a stallion? He couldn’t... wait, you mean...” Scootaloo’s face went from panicked to a bemused look of discomfort. At the same time a heavy thud came from the closet.

“What was that?” Dash asked.

Finally Scootaloo lost it, her calm facade cracking as she fell onto her haunches, laughing. Like a chain reaction, laughter started in the closet and in the hall behind her. The closet door opened as Pal and Thistleroot stepped out. Apple Bloom and the Royal Guards came in through the other door.

“April Foals,” Scootaloo said between laughs.

Dash glared at each of them in turn, taking an extra second or two for each of the guards before letting out a grudging chuckle. “Alright, not bad, kid.”

“Alright, that’s everypony on my list,” Thistleroot said. “And it’ll be dark soon, I say we call it a day.”

“Actually, there’s one more prank I’d like to do,” Scootaloo said.

*****

Celestia breathed heavily, her pink chest heaving under the tutu. The sombrero leaned dangerously far to the left. Luna sat before her, wearing a full suit of medieval armor and a fedora. The room itself was coated in feathers and honey, while rootbeer fizzled up from the empty vases. The alpaca watched on in interest.

“It appears your pranking has only improved in the thousand years I’ve been gone, sister,” Luna said. “It seems you win, this year at least.”

Celestia nodded in acknowledgment, graceful in victory. Luna wordlessly rose and left the room, armor clanking with every step. Once she was gone, Celestia turned to the alpaca, “Thank you for the assistance.”

“Any time, Princess,” He said, nodding and following the younger princess out of the room.

Celestia took a deep breath as her horn flared up, filling the room with a golden light. After a moment, everything was clean and she was back to her normal shade of white. She left the room, making her way to the next room. She knew there was a clock in there, and had lost track of time during her prank war.

She froze upon seeing the clock. That can’t be right. Shaking her head, she moved on, looking for another clock. The kitchen should have one, and they’d check it regularly, so it wouldn’t be off. She walked quickly, making it to the kitchens a few minutes later. She bit her lip when she saw the clock, trying not to panic. Her horn flared up and she vanished, reappearing in the library. The clock there read the same.

Her horn flared again, and she teleported to the balcony outside her personal quarters. Everypony must be panicking. How could this happen, I haven’t missed a sunset in over eight hundred years. Her horn flared up with an intense light as she reached across space for the familiar weight.

“April Foals!” several voices shouted at once.

Celestia jumped in surprise. She’d been so preoccupied, she hadn’t even noticed half a dozen ponies waiting in her personal quarters.

Scootaloo stood at the front of the group, grinning brightly. Rainbow Dash stood beside her with a similar look. A bit farther back was Apple Bloom. Behind the three of them were Thistleroot, their friend Pal, and the guards that had been ordered to watch Scootaloo. The four at the back looked like they may be sick. At the very back of the room was Luna wearing a little smirk.

“April Foals?” Celestia asked. “Wait, you all set the clocks forward?”

“Yeah,” Scootaloo answered. “By three hours.”

Celestia looked to each of them in turn. Scootaloo and Dash returned her looks with cheery smiles. Apple Bloom shifted uncomfortably, and the others shied away from meeting her gaze. She strolled forward, fixing a look of disappointment on her regal face. “Do any of you realize what could have happened if I’d set the sun early?”

They shook their heads.

“Ponies would panic, thinking something was wrong here in Canterlot. It could lead to riots and anarchy. Is that what you wanted?”

“O-of course not, Princess,” Cheese Wedge stuttered.

“We didn’t think of that,” Pal said shakily.

“You didn’t think, did you?” Celestia asked, slipping into the Royal Canterlot Voice as he eyes began to glow with power.

“We’re so sorry,” Thistleroot said, inching back. “Won’t happen again, Your Sunliness.”

“No, it won’t happen again,” Celestia said. “This ‘prank’ of yours could have gotten many ponies hurt. For these crimes against Equestria, you may sit in Tartarus for the next thousand years!”

Pal and Thistleroot jumped at the sudden increase in volume before finally keeling over.

Celestia smiled as the glow faded from her eyes. “April Foals.”

Royal Invitation

Crystal Ball stretched, a look of pure boredom on her face. “Isn’t there anything else for us to do before the gala?”

Rose Thorn shook her head. “Everything’s under way. All that’s left is to wait.”

Crystal Ball sighed and flopped over.

“Why do you still wear that disguise?” Rose asked. “Wouldn’t you be more comfortable in your true form? Especially with these dampening spells constantly taxing your illusion?”

“This is the form our glorious queen wore when she first defeated the tyrant Celestia, so this is the form I’ll take until I’ve done the same.”

Rose nodded in understanding and went back to her paperwork.

“Can I ask you a question though?” Crystal asked.

“I believe you just did.”

“Why did you let Star Shine get arrested? I could have caught that Pal kid easy if you hadn’t stopped me. And now you’re keeping it a secret from everypony.” Crystal pouted. “They all think it’s my fault.”

“You remember the plan, right? You’re to kill Scootaloo on the night of the gala.”

“Of course.”

“His arrest and Thistleroot’s escape were both necessary steps in that plan. Now, they have my name and description.”

Crystal pondered that for a moment. “And when you step up to replace Star Shine as head Administrator of the school, they’re going to suspect you.”

“That’s what I’m counting on,” Rose said.

Crystal shook her head. “I’m not sure what good can come from that, but I trust you know what you’re doing. Five steps ahead of them, is it?” She flopped onto her back in front of the fire. “You remind me of my sister that way.”

“Is that so?”

“I hated my sister.”

*****

“Scootaloo, may I speak to you for a moment?” Princess Celestia asked.

“Sure. You guys go ahead, I’ll go catch up.”

“Run,” Thistleroot whispered to Apple Bloom. “Whatever it is, she’s not signing us up for a bowling league. It’s never a bowling league.”

“Uh-huh?” Apple Bloom asked, cocking an eyebrow as they followed the rest of the ponies out of the room.

“I’m gonna have to sign us up for one sometime,” Scootaloo said, looking at the door they’d just left through. “He’d never see it coming.”

Celestia smiled and took a seat. “As I’m sure you’re aware, the Grand Galloping Gala is coming up soon. I’d like to extend an invitation to you and your friends.”

Scootaloo gave the princess a flat look. “I can’t even count the reasons why that’s a bad idea. Why?”

“For one, I think it would be fun. Nopony would want to disrespect me by starting trouble during the gala, so it would be a chance to go out with your friends without worrying. Your friend Sweetie Belle will be performing, if you want a chance to see her.”

“I haven’t seen her since I got to Canterlot,” Scootaloo admitted. “And it’s been even longer since I’ve gotten to go to one of her performances.”

“Second, Star Shine’s replacement will be there, and I’d like to give your friend Thistleroot a chance to look at her without raising suspicion.”

Scootaloo looked up at the princess questioningly.

“The new school administrator is a pink and red unicorn mare named Rose Thorn. I believe Thistleroot mentioned his kidnapper was named Rose?”

“Oh, yeah. You think she’d be somepony so obvious?”

“I don’t know. That’s why I’d like Thistleroot to be there. They wouldn’t meet, of course. He could tell us from a distance if she’s the one, and then we’ll be able to begin investigating her more deeply without arousing suspicion.”

“That makes sense,” Scootaloo agreed. “Uh, was there a third reason?”

“There were many objections when I let you and the other Elements of Disharmony go with minor punishments, all from ponies who’d never dealt with Discord personally, of course. Very few know what he can be like. Forgive me for involving politics in this, but I want to show everypony that I bear no ill will. To be frank, if anypony has the right to be angry, it’s me. If I can accept what’s in the past, so should everypony else.”

Scootaloo swallowed past a lump forming in her throat as she thought about what was being offered. The princess would definitely receive criticism for her decision, but she was still willing to side with Scootaloo.

How could she say no to that?

*****

“We’re going to the gala, the gala, the gala! We’re going to the Grand Galloping Gala!”

Scootaloo rolled her eyes as Thistleroot literally bounced down the street. “This is the first time I’ve seen him happy about being dragged into something.”

“Of course I’m happy! I’ve wanted to go to the gala since I was a colt. All of the famous ponies, the celebrities, the actors, the thinkers, the princesses! And no chance of death or dismemberment.”

Pal shifted uncomfortably at that last part. “Uh, that isn’t a common thing around you guys, is it?”

“Define common?”

*****

“You are going to look fabulous, Darling,” Rarity said, taking Scootaloo’s measurments. “I remember the first time I went to the gala. The glamour, the sophistication!”

“The cake?” Scootaloo asked with a grin.

“Aheh, yes, I suppose there was that too,” Rarity said, blushing. “Hmm, your mane really is quite lovely. It’s like I tell Rainbow Dash, if you’d just grow it out, you could do so much more with it.”

“But then it’d blow everywhere when I fly.”

“Fluttershy never seems to have that problem.”

“Gee, I wonder why,” Scootaloo said, rolling her eyes.

“Now,” Rarity said, turning toward Apple Bloom. “For you, I think a nice red would go well with your hair, maybe with pink accents. And you always looked so cute in a bow.”

“If ya say so,” Apple Bloom said.

A door shut downstairs and Scootaloo’s ears pricked up.

“Oh, she seems to be home early,” Rarity mused as she measured Apple Bloom’s legs.

Hoofsteps climbed the steps to the second floor of the new Carousel Botique and a white unicorn mare pushed the door open. Sweetie Belle smiled when she saw her sister’s customer. “Apple Bloom! I didn’t know you were in town.”

“Oh, yeah. Ah’ve been meaning to come by, but it’s been a hectic few days.”

Sweetie Belle moved forward into the room, head coming around until her gaze came to Scootaloo. She hesitated, smile faltering. She turned back to Apple Bloom, blinking.

Scootaloo rolled her eyes. “Yeah, we’re getting along again.”

Sweetie Belle’s smile widened as she came further into the room to give Scootaloo a hug. She’d changed in the past few years, growing taller than either Scootaloo or Apple Bloom. She wore her hair in a series of glossy curls that fell to the side. Scootaloo imagined they complimented her face under a spotlight when she was singing. The last she heard, Sweetie Belle wasn’t quite a celebrity, but singing at the Grand Galloping Gala could be a big break.

“What are you two doing here?” Sweetie asked, looking back at Apple Bloom. She noticed Rarity marking measurments in her notebook. “Wait, are you two going to the gala?”

“Yup,” Apple Bloom said.

“That’s so great,” Sweetie Belle said.

“Alright, that’s it for the measurements,” Rarity said. “And Sweetie, I already have yours. Why don’t you girls go out and catch up?”

“That’s a great idea,” Sweetie said, grabbing Scootaloo and pulling her along without waiting for an answer. “There’s this great place on Yoke Street I’ve been wanting to show you two, but I didn’t think I’d actually get to.”

Rarity watched them go, smiling at the feeling of nostalgia.

At the Gala

The double doors opened up to the huge ballroom. Hundreds of ponies had already entered to mingle and dance. A wide red carpet led to the other end of the hall and up to the top of the stairs where ponies lined up to meet the princess. Standing beside Celestia was Princess Twilight, wearing a deep purple and red gown.

“Ahah! We’re actually here!” Thistleroot said in a high voice. He wore a dark overcoat made by Rarity. She’d insisted on making all their outfits for the evening. Beside him, Pal wore a similar coat along with a hat and confused expression, as though he still couldn’t figure out how he’d ended up going with them. Cheese Wedge and Biggs followed behind them, giving the younger ponies space. They both wore formal uniforms.

Scootaloo had never actually had reason to own a dress before, though it wasn’t nearly as uncomfortable as she’d expected. It flowed from just behind her head down past her tail, leaving her legs and wings mostly free. The fabric around her shoulders was a dark purple but slowly changed as it went down until the bottom hem was a dusty orange. Rarity had put her hair up with some kind of gel, smoothing it and giving it just a bit of a sparkle in the right light.

Apple Bloom’s dress was made of several layers of shimmering red and a light pink saddle. She had an apple shaped necklace held in place by a string of bright green leaves. More leaves trailed up from her red shoes, and a green bow held her hair up.

Sweetie Belle had a blue dress with layers of white underneath, and her hair was held in place by a sparkling band.

The first thing the group did was go up to greet the princess. After saying hello to her and Twilight, they were led off to the side. They only had to wait for a few minutes before Twilight tapped Thistleroot on the side. "That's her," she said in a whisper. "Rose Thorn, Star Shine's replacement."

Thistleroot looked down at the red and pink unicorn greeting Princess Celestia, taking a long minute to study her. "Nope."

"Nope?"

"Yeah. She's not the unicorn who was working with him. Her coat's too light, face is too wide, and her eyes are the wrong shade of blue." He shrugged. "Sorry, but that's not her."

"Oh," Twilight said, frowning. "Well, I guess we can't be too upset that somepony isn't evil. Thanks. Why don't you all get back to the gala now."

Sweetie Belle went to get ready for her performance while the others sat and mingled, and before long the lights dimmed as she stepped out onto the stage.

After the performance, they found themselves standing awkwardly beside the dance floor. Several ponies had come up to compliment Sweetie Belle on her song, but otherwise ignored the rest of them, which was a relief to Scootaloo. She thought about going to find Rainbow Dash and the other Wonderbolts, but when she turned to the rest of the group to ask what they thought, she noticed they were missing somepony.

“Where’s Thistleroot and Sweetie Belle?”

Apple Bloom pointed to the dance floor. “He figured it was only a matter of time before every stallion was asking her to dance, so he decided to beat them to the punch.” She took a sip out of some fancy glass she’d gotten from a passing waitress.

It wasn’t long before the song ended and Sweetie Belle and Thistleroot returned to the group. Within seconds, Sweetie Belle had been asked by another pony to dance and was on her way back out to the floor.

“So, anypony else want a dance with this handsome stallion?” Thistleroot asked.

Scootaloo and Apple Bloom glanced at each other before laughing. “We’ll pass.”

Scootaloo groaned a few minutes later as she tripped over her own hooves again. It only helped a little that Thistleroot wasn’t much better. Finally, after what seemed like much too long, the song ended and Thistleroot went back to drag Apple Bloom onto the dance floor while Scootaloo hunted down one of those fancy drinks for herself. If Thistleroot was going to be his usual self, she’d need one. The next song, he dragged Pal out into the crowd, much to the yellow unicorn’s embarrassment and cheers of laughter from the girls.

Apple Bloom flagged down another waitress to grab one of those fancy glasses. Her third drink of the night. They aren’t as strong as what the apple family makes, Scootaloo thought, but it’s no wonder Thistleroot finally managed to get her out there.

“So,” Apple Bloom said after she finished her drink. “Are you and Thistleroot together?”

Scootaloo groaned, mentally cursing liquid courage in all its bubbly forms. She looked back out at the crowd and answered, “No, we’re just friends.”

Apple Bloom nodded, a slight blush reaching her cheeks. “Well, is there a special somepony?”

Scootaloo sighed. “Of course not.” And please just drop it, I really don’t want to have this conversation again.

She glanced back at Apple Bloom and froze. Her friend had leaned a bit closer and was smiling brightly at her. She seemed to waver, though Scootaloo wasn’t sure if it was hesitation, or just the drinks.

Much to Scootaloo’s annoyance, she also couldn’t help but agree that Apple Bloom looked cute with the bow Rarity had picked out, especially with the faint blush and smile. Apple Bloom leaned forward just a fraction of an inch.

“Aww, come on, Pal. It wasn’t that bad,” Thistleroot laughed as the two of them reached the side of the dance floor. Apple Bloom turned toward them, blush deepening as her gaze fell to the floor.

Oh thank harmony for awkward inturruptions.

The night went on, and after she’d had another drink and loosened up, she danced with Thistleroot again and then with Pal, who was surprisingly a better dancer than the rest of them. They went for a walk through the gardens after a while, enjoying the peace and fresh air.

As they were walking back inside, Apple Bloom bumped Scootaloo followed by the soft twinkle of breaking glass. “Oh, I’m so sorry ma’am, I didn’t see you there.”

“It’s fine,” Apple Bloom said, turning to look at the broken glass.

The waitress that had bumped into her bowed her head, “Oh, but your dress. I’m so so sorry.”

“Ah said it’s fine,” Apple Bloom said, stepping gingerly around the broken glass. “Ah’ll jus’ go to the restroom and clean it up.”

The waitress nodded and started picking up the broken bits of glass in a soft orange glow. “Down that hall, last door on your left.”

“Thanks,” Apple Bloom said. She turned back to the group. “Ah’ll catch up. Rarity would kill me if I stained this dress.”

“Okay,” Scootaloo said as Apple Bloom started down the hall the waitress had pointed to.

“Uh, Scootaloo,” Thistleroot said. “Do you think you should go with her?”

“Huh? Why?”

“Well, she’s just had more to drink than the rest of us. Maybe somepony should make sure she’s okay.”

Scootaloo rolled her eyes at the idea of one of the Apples overdrinking, but shrugged. “Alright, we’ll catch up in a few.”

Apple Bloom had made it most of the way down the hall by the time Scootaloo caught up. “Oh, hey Scoot. Did you get something on your dress too?”

“Nah,” Scootaloo said. She figured if she told the truth, Apple Bloom would stubbornly insist she was fine on her own. “Just figured I’d walk with you. Those guys can get boring after a while.”

The walked for a few more seconds in silence before Apple Bloom said, “Uh, hey, Scoot?”

“Yeah?”

They kept walking in silence as the seconds stretched on. Scootaloo stopped and looked over at her friend.

Their lips met before Scootaloo could react. It wasn’t a long kiss. Apple Bloom pulled away after only a few seconds and glanced down, blushing furiously.

Several emotions and thoughts tangled up in Scootaloo’s head. The first was anger. She thought they’d at least reached an agreement. It didn’t really matter that Apple Bloom had been drinking. She also felt a good bit of fear. If she let her anger show, it might undo all the work they’d put into fixing their friendship. There was also a small part of her that had enjoyed the kiss. With all her constant worrying, it had been a while since she’d kissed someone she actually liked, even as a friend.

Apple Bloom stood there, smiling and blushing, waiting for some kind of response. It was almost a relief when ponies started screaming.

Distraction

The changeling queen stood at the center of the ballroom. Dozens of party guests had burst into flames and taken on their true forms as changelings while more buzzed in through the high windows. The party guests were panicking and screaming as they ran for the exits.

“That doesn’t make any sense,” Scootaloo said, watching from the entrance to the hall. “There’s no way the changelings could win a fight here.”

Apple Bloom tugged on her dress to get her attention. “We need ta find the others and hide.”

Scootaloo nodded and pushed her way into the panicked crowd.

*****

“Lirean,” Celestia said calmly, descending the steps to the changeling queen.

“Celestia, how nice to see you again,” Lirean said. “It’s so rude of you, throwing this grand party without inviting us.” She pouted. “I do hate rudeness.”

“Take your changelings and leave. Now,” Celestia said. “This is your only warning. You can’t truly believe you can defeat me and my guards here, at the center of the dampening spells. I—” The changeling queen rushed, horn awash in bright green fire. Celestia sidestepped the rush and used a pulse of magic to send the changeling queen sprawling across the dance floor. Her horn brightened, but before she could launch another attack, the changelings dived at her from above.

Celestia flashed across the room and the changelings came down on empty space. She prepared a spell to send them flying, but screams came from the entrance to the castle. Dozens of changelings were blocking the exits, hissing and snapping at the terrified ponies. Celestia turned to help them evacuate, but Lirean was on her once again.

The queen's attacks were pathetic under the influence of the dampening spells, even weaker than Celestia would have expected. Still, they were enough to pull her attention away from her subjects long enough to send Lirean flying once more.

The changelings had regrouped and attacked Celestia from above as the the terrified party-goers moved as a horde from the front doors, running down any hall they could. It was obvious now, Celestia realized. That was why the changelings had attacked tonight, in such a crowded area. Celestia couldn’t possibly protect her subjects and herself from the changelings while fighting the queen. She skipped back as the changelings rushed her again, horn flaring up.

Before she could do anything, a deep red beam cut through the dark mass of changelings, sending them flying in every direction. Shining Armor rushed through the crowd to her side a moment later. “Princess Celestia!”

“Perfect timing, Shining Armor. Round up as many guards as you can. Make protecting the party-goers your top priority.”

“Yes, Princess,” Shining said. “In the meantime, please allow the guards to escort you to—”

“That won’t be nessacery. Just worry about the other ponies.”

“Uh, yes, Your Highness.”

Princess Celestia scanned the room. The fresh wave of chaos the guards had brought with them had settled, and Shining Armor was ordering the ponies to evacuate. The exits had already been cleared by the guards.

The changeling queen had pushed herselerself back to her hooves after Celestia’s last attack, and was making her way to the back of the room. The guards were doing a good job of pushing the changelings back. Lirean’s and Celestia’s gazes met. The changeling shuddered and took a hesitant step back.

Celestia’s horn flared up and the queen found herself falling head over hooves through the air. She smacked into a wall and flailed, catching at the party decorations and pulling them into a heap around her. The rest of the changelings broke ranks and fled up the stairs. Some took to the air and out the windows. Celestia cleared the ballroom in a single pounce, coming down on the changeling queen, horn and eyes glaring like the midday sun.

“Please, no more,” Lirean whimpered, shying away from the princess.

Celestia frowned, heart pounding from the fight.

“We’ll go,” Lirean said. “We’ll never return to Equestria. Just don’t hurt me.”

That didn’t sound like the changeling queen. A horrible suspicion gripped her, and Celestia’s horn flared brighter. The changeling yelped as green fire twisted around its body. It shrank. Its snout shortened and its wings shrank until it was no different than any of the other changelings flying about.

Celestia had been wasting her time with a distraction.

*****

Scootaloo and her friends ran through Canterlot, trying to put as much distance between them and the changelings as possible. Apple Bloom clutched at Scootaloo with one leg, the other hung limply off to the side. She’d twisted something on the stairs outside the ballroom, and Scootaloo had volunteered to carry her, being in better shape than Thistleroot or Pal. After a few blocks though, the weight was starting to get to her. A stitch in her side cut deeper with every step until finally she stopped.

“I think that’s far enough,” Scootaloo panted.

“Here, let me carry her for a while,” Thistleroot offered. Scootaloo nodded and they awkwardly moved Apple Bloom to his back. Apple Bloom apologized repeatedly the entire time.

“What do you think’s happening back at the castle?” Thistleroot asked.

“No idea,” Scootaloo said. “I want to say that Princess Celestia and the Royal Guards will kick flank and drive the changelings back. It shouldn’t even be a tough fight. But I’m sure Lirean wouldn’t attack if she didn’t have some kind of plan.”

“Right you are, Scootaloo.”

Everypony froze. Seemingly out of nowhere, a dozen identical changelings appeared, pouring out of shady alleyways and touching down from above. A white unicorn filly with bright blue hair stepped out in front of them.

“Crystal Ball,” Scootaloo said, her memories hitting her like a ton of bricks. “That’s why you kidnapped me and blocked out my memories. I recognized you at the resturaunt, talking to Star Shine, and you didn’t want anypony to know about it.”

Crystal Ball’s eyes shined with malice as she smiled. “Too little too late, I’m afraid.”

“Thistleroot, do you still have that necklace from the princess?” Scootaloo asked.

“Yeah. You think it’ll help? How do I turn it on?”

“No idea.”

“Well, that’s not particularly helpful.”

“Take it and get everypony out of here.”

Thistleroot cast her a sideways glance. “You’re starting to sound heroic, and it’s scaring me. Whatever you’re thinking, it’s a bad idea.”

“Don’t worry, I’m not going to give myself to them or anything. But they’re after me, so if we split up, you guys will have an easier time getting out.”

“And just what are you two whispering about,” Crystal Ball asked, moving closer. The changelings followed her lead, tightening the circle around them.

“That still leaves you by yourself.”

“Yeah. No offense, but I can move a lot faster that way. Don’t worry about me, I was trained by the best filly flyer in Equestria. I promise, I won't let them catch me.” Before Thistleroot could answer, Scootaloo spread her wings and launched into the sky. She pumped her wings, rocketing up, ignoring the pain in her side.

She hadn’t expected the dress to cause so much drag. She tried to find some way to hold it, but anything she did just made it worse. She made it about two blocks before one of the changelings managed to grab onto the dress and drag her back. She struggled to kick it free, but another changeling hit her from the side. She lost a few feet in altitude as she struggled to get herself straightened out.

Something heavy hit her from behind. She tumbled through the air. Her vision blurred from the speed of her fall. She bounced off a wall and slammed into the ground.

The world slid sideways and went dark.

*****

“Is it done?”

Crystal Ball nodded. “Of course. She won’t be a problem anymore.”

Rose breathed a sigh of relief. “Good. There’s no telling how long before the memory spells slipped.”

“Actually there is. She remembered seeing me that night.”

Rose glanced up.

“Nothing more though. I’m sure the rest of the memories would have come back soon enough. Speaking of, how did your evening go?”

“As well as planned. The girl’s memories were right, the spell was of the Draconequus’s own design. We lost one of our ponies, but it was an acceptable sacrifice.”

“Lost?”

“He went mad.”

“Ah. Well, what would you expect, diving into the mind of a spirit of chaos?”

Rose Thorn nodded. “I believe it’s time we moved on to the next step of our plan.”

Crystal Ball made a sound eerily similar to a purr. “Now we get those pesky Elements of Harmony out of the way.”

What Changelings Dream

Scootaloo’s head throbbed with each beat of her heart. A steady buzzing came from every direction. A light breeze blew over her, and she shivered. Her dress was gone. She felt dirt and hard rock beneath her. Finally she focused enough to open her eyes.

The light felt like a hot iron against her brain. She winced, blinking back tears until her eyes adjusted. She pushed herself up and took in her surrounding.

Changelings swarmed around her, buzzing in every direction. Hundreds of them. She was lying in the dirt near the top of a mountain. Empty land, dark and sunbaked, stretched out far below. She could barely make out a line of green trees and grass far in the distance.

The changeling queen looked down on her in her true form. Scootaloo’s first coherent thought was that she wasn’t dead. Then again, this wasn’t necessarily a preferable alternative. It didn’t take a genius to guess she was at the changeling hives.

Lirean bent low and lifted Scootaloo’s chin so that she was forced to meet the queen’s gaze. Her voice was soft and gentle as she sang, “Listen now, my pony friend, listen to us scheme. Years of torment brought us here, to dream this fragile dream.” She stood and turned toward the empty wasteland below.

“The barren lands we call our home, are a cold and angry place. You happy ponies can’t imagine the challenges we face.” She whipped her head toward Scootaloo, voice taking on an angry hiss. “The desert winds and winter nights! The twisted beasts and fearsome sights. Every day’s a desperate fight, just to stay alive.”

Lirean turned and began to walk toward an opening in the mountainside. To her horror, Scootaloo felt herself being dragged along. She dug her hoofs into the ground, but the changeling queen’s magic was too strong.

Lirean continued, voice soft and gentle again. “We carry on, as bad as things can seem, and within our hearts we keep our precious little dream.”

They came out onto a ledge. The cavern fell away into darkness far below, and Scootaloo edged away from the sheer drop. Twisted pathways connected different outcroppings of rock on each level, and more changelings buzzed through the air. Some took a moment to hiss or snap at her before continuing on.

“Our burning rage, they all will face, when finally we leave this place!” Lirean spat. “This new queen they will embrace, when we make our move! Upon swift wings, my children fly, darkening the morning sky! Every pony we will control, every stallion mare and foal, and in anguish they will cry!”

Scootaloo was pushed forward onto one of the walkways and flailed for a moment before getting her balance.

“Finally the changelings, will truly rule supreme. That my pony friend, is what we changelings dream.”

Scootaloo was forced to walk along the paths until she reached the next level down, where Lirean led her off into a smaller chamber. The room was lined with holes in the wall, each about twice as tall as Scootaloo.

She tried to get a good look, but with a sudden jerk of Lirean’s head, she found herself skidding along the floor and smashing into the wall at the back of one of the nooks. Lirean knelt down as she picked herself up and lifted Scootaloo’s chin again.

“Now, my dearest Scootaloo, take your time and rest. You see, you are our honored guest.” She stood and her horn flashed again. Scootaloo edged away from her as green crystals began to grow from the floor and the lip of the nook, like stalagmites and stalactites. They quickly met in the middle to form solid bars of rock.

“We changelings don’t have much to share, but what we can we will. Do not fear, my lovely mare, you’d be a waste to kill.” Lirean turned away, voice becoming even softer and gentler. “It’s true, you see, I have a special dream. I want to listen to you scream.”

She turned back, voice dripping with hatred. “Watch your friends all pass away, and know it was your doing! Everything that’s brewing, the course we are pursuing. The years we spent in pain after the victory we couldn’t gain. Everything that’s happened, started with a choice. You raised your voice, and to the moon you sent our queen!”

“Our vengeance will be swift and sweet, the ponies ends they all will meet. Your friends will die before me, and finally you’ll see, what pain can really be.”

Lirean turned and began to walk away. “And in that final victory, I will hold that final scream. You see my little pony friend, that is,” Lirean’s tail disappeared around the corner, leaving Scootaloo alone in the dim room, “my dream.”

Memories

Memories

It sure is dark.

Scootaloo lay on the hard ground of the cell. Her eyes had adjusted to the darkness, but all she could make out was the jagged shape of the bars.

It’s so boring here.

She hadn’t been fed since she’d arrived. A part of her worried that the changelings didn’t have any food fit for a pony. The old pony, Al, had told them all that changelings could survive on real food too, but they might not waste what resources they had on her, despite Lirean’s promises.

Scootaloo tried to breathe deeply. They hadn’t given her any food because she’d only been there a few hours. At the most half a day. It was probably the middle of the night. They weren’t going to starve her. Hopefully.

Are you just going to lie there and ignore me all night?

Scootaloo shifted slightly, remaining silent.

Bah, that’s no fun.

The cell and room beyond were completely silent. Even the buzzing wings in the hall outside had stopped.

Oh, try to lighten up, Scoots. Try to look on the bright side.

“Bright side?” Scootaloo snapped at the empty room. “Name one positive thing about this mess.”

You don’t have to fight with Applebloom now.

Scootaloo glared at the wall, grinding her teeth in frustration.

I mean, after what happened, is there really any other possibility? She kissed you. She obviously doesn’t get it.

“She was drinking.”

Oh, but is that really an excuse? That didn’t make her want to kiss you, it just gave her the courage to act on those feelings.

“But I already knew how she felt. This doesn’t change anything.” Scootaloo looked up at flat shadow only a few feet above her head where the cell’s ceiling was. “Or it wouldn’t if we could talk about it. Why are you still around? I thought the crazy voices would go away once I remembered everything.”

Do you?

“Yeah. I went to the restaurant with Thistleroot. We met Star Shine and he invited us to go with them to that show. He invited me to join the Cutie Mark Crusaders. Thistleroot and I followed him after Twilight and Rainbow Dash left, and overheard him talking to Crystal Ball, Lirean in disguise. Then Thistleroot took me home.”

And?

“And then I... I...” She winced and shook her head. “That’s it. That’s all that happened.”

The voice in her head changed, becoming more formal. Silver Shield. We met briefly a few days ago.

“That was the pegasus from the Crusader meeting,” Scootaloo said. “I’d met him a few days before, but forgotten about it.” She frowned. That didn’t quite add up.

He wasn’t at dinner or the show. You didn’t see him at all before getting home, did you?

“There’s something I still can’t remember,” Scootaloo said. She lifted her chin a bit, frowning. “Why are you helping me?”

Why wouldn’t I? I’m you, after all.

“Well, yeah, but you’re always so...” Scootaloo trailed off.

I’ve never said anything you haven’t thought, have I?

Scootaloo fell silent for several long minutes before shaking her head. More time passed before she finally spoke again. “I missed him at first.”

Oh?

“The first night after we turned him back into stone, I went to say good night, and no one was there to hear me. I used to have dreams about talking to him. If you’re some kind of subconscious... thing...”

How eloquent.

“Shut up. If you’re part of my mind, then that’s probably why you sound like him, isn’t it? Not just because I felt guilty, but because I missed him.”

That sounds about right.

“Wow, am I screwed up or what?” Scootaloo said with a bit of dry humor lightening her voice. “It’s a good thing I’ve got such great friends.”

Oh, of course. Great friends that didn’t just leave you to get captured again. Wonderful friends that don’t constantly thrust you into uncomfortable situations. Right?

Scootaloo felt a quick flash of anger, but another thought kept her from retorting. The imaginary Discord wasn’t saying anything she hadn’t already thought. If that was true, it wasn’t saying things out malice. She shrugged and said, “No point in feeling sorry for myself now, is there?”

Discord’s laughter echoed through her head. What about Applebloom? Assuming you get out of here, what will happen between the two of you?

“I don’t know,” Scootaloo answered honestly. “What do you think?”

Oh, Scootaloo, you’ve been down this road before. You’ve told her you aren’t interested in her. You’re scared of what would happen if you let yourself feel anything romantic towards her. Tragic really, that your warnings would go unheard. If she keeps it up, there’s not much you can do but push back.

“And?” Scootaloo asked.

And the reason you refuse to let yourself feel for her is because you care too much. You have a poor track record with relationships. I mean, just look at Nimbus. With Diamond Tiara of all ponies. What could possibly be so bad about you that somepony would—

“Yeah, asked myself that one already, can we just move on?”

Right, sorry. You’re afraid of losing your friendship with Applebloom by letting it become anything more.

“And because of that, I ended up ruining our friendship by getting mad at her,” Scootaloo said.

A bit of questionable logic, there. Wouldn’t you say?

“It was stupid,” Scootaloo agreed.

So that brings me back to my question. What will you do?

“Whatever I have to. Applebloom values our friendship just as much as I do. I guess we just won’t go out drinking together.”

Not ‘I’ll keep trying until I screw it up’? Why, I’m almost proud.

Scootaloo rolled her eyes. After a moment she stopped and tilted her head as a thought occurred to her. “What happened?”

What happened?

“The night I can’t remember. What happened? What can’t I remember? You’re my subconscious, right? You should know.”

But that would be cheating. Where’s the fun in that?

“So you do know?”

Yes, but I can’t just go telling you.

Scootaloo frowned in annoyance. “You aren’t really Discord. I don’t care if it’s cheating or less fun, I want to know. You should want me to know.”

I suppose that’s true.

“So tell me.”

The voice was silent for a long moment. I can’t.

“Why not?”

I can’t say. Just think on it.

Scootaloo frowned. “Uh, okay. So you can’t tell me why you can’t tell me?”

Quite odd, wouldn’t you say? Could you imagine something like that just occurring at random?

“No,” Scootaloo said, shaking her head. “Wait, do you mean it wasn’t random?” The voice didn’t answer. “If it wasn’t random, somepony had to make it happen. But why would anypony do that? The only ponies who know about you are Twilight, Thistleroot and the princess.”

The voice kept quiet and Scootaloo stood to pace her tiny cell. “That sounds like something Star Shine or the changelings would do. But then that would mean you’re part of the spell and not just a side effect. And if that were true, you wouldn’t try to help me.” Scootaloo shrugged. “Not that you were ever much help before today.”

Odd timing, isn’t it? That I would prove to be a bit more useful after the spell slipped enough for some of your memories to come back. I’m sure it’s just a coincidence. The voice sounded oddly shaky.

Scootaloo stopped pacing. “So you were part of the spell, and not just a side effect of it. But why? The only thing you ever did was make me sad or angry.” Scootaloo shook her head again and resumed pacing. “You’re my subconscious. The spell used you to make me angry. What did that accomplish? Oh, I ended up getting angry at my friends sometimes. Maybe you were there to keep me from getting help.”

There’s one other thing, Scootaloo. The voice had changed. It had gone from Discord’s to a faint echo of her own. A pegasus and unicorn attacked you.

“What does that have to do with the rest of it?”

I can’t say. The voice had grown fainter.

“What’s going on?”

You’ll figure it out. The voice said, so quietly Scootaloo could barely make out the words. Scootaloo waited, but it didn’t say anything else.

“Okay, think. What did the unicorn and pegasus have to do with the rest of it,” Scootaloo thought aloud, trying to talk her way through it. “Well, when the unicorn started his spell, it felt the same as the memory spell. I guess he was going to put another one on me. But what was he going to make me forget? What happened before then?”

She closed her eyes to think. “The fake Thistleroot had told me he didn’t want to see me again. That was part of the plan, they wouldn’t make me forget that. It was also the first time I was able to make the voice in my head shut up. Would they want me to forget that?”

Scootaloo stopped and sat down. There was something there. She could feel the dull numbness of the memory spell, just a stray thought from painful silver light. Something she just couldn’t remember.

At first, Discord had ruthlessly reduced her to tears, forcing her away from her friends. Finally she stood up to the voice, and somepony had tried to put a new spell on her. When she’d gotten some of her memories back, the voice had gone from hateful to helpful.

“This will keep the spell from taking hold,” Scootaloo whispered. She blinked in confusion. She could feel the light from the spell, but the pain that usually accompanied it was absent. The light was fading. Her eyes went wide as she remembered.

*****

Scootaloo was blindfolded and lying down. Her legs were tied and she was gagged. Some ponies had been in and out. Star Shine was there. He and Silver Shield had come for her in the middle of the night.

He’d used his magic to force her to remember things. She saw and felt her memories from ten years earlier with alarming clarity, as though she was living them again. After several hours, Star Shine had given up in disgust. He’d wanted to know about the Elements of Disharmony. Wanted to know more than Scootaloo knew.

He didn’t bother keeping it a secret. She wouldn’t remember anything later. Star Shine wanted to make his own elements.

“And it seems only two ponies in the world know how. One is on the moon, and the other is more heavily guarded than Fort Broncs.” Star Shine sighed and shook his head. “Well, this wasn’t a total loss.” Scootaloo heard him step around the table she was on and gently patted her cheek. “At least we know for sure that Discord can help us.”

Star Shine left, promising to come back in a few minutes. Scootaloo waited, unable to think straight. After a moment, hoofsteps entered the room, and she struggled against the ropes.

“Easy,” a gentle mare’s voice whispered into her ear. “I’m not going to hurt you.”

Scootaloo stopped struggling, though the fear remained.

“They’re going to cast a spell on you to block your memories. If the princess finds out what they’re planning, she’ll be able to take appropriate countermeasures. The ideal solution would be to kill you, but I’ve made sure they all understand that isn’t an option. Your mind will be blocked and then you’ll be given to the changelings. Star Shine will inform the princess where you are, and she’ll save you.”

“Scootaloo, it’s of the utmost importance that you remember what they’re after. They’re going to learn more about the Elements of Disharmony from Discord, and if they succeed, they’ll be in a position to overthrow the princesses.” A warm, rosy light flooded through Scootaloo’s mind. “This will keep the spell from taking hold. Your subconscious will reject the spell, and eventually it will fail completely.”

The light faded a moment later. “That’s all I can do for now.” Without another word, the mare left the room.

Scootaloo would have been at a loss of words, even if she hadn’t been gagged. She’d recognized the mare’s voice.

Why in the name of Harmony would Rose want to help her?

Mimic

“Well, well, if it isn’t my dear Rose,” Star Shine said, leaning casually against the bars of his prison cell. He looked younger without his suit, and well groomed even after his time in prison. The red and pink unicorn approached, flanked by two prison guards.

“Star Shine,” Rose said with a nod. “You don’t look very pleased to see me.”

“Should I be? You aren’t here to break me out.”

“And what makes you say that?” Rose Thorn asked.

“Simple. Your changeling friends could have freed me on day one,” Star Shine nodded toward Rose’s guards. “They’ve been keeping an eye on me, making sure I don’t sell you out.”

“More perceptive than I gave you credit for.”

“As usual,” Star Shine said. “I’m no idiot, Rose. I knew from the start I would end up playing your scapegoat.”

“And yet you went along with it. How does that not make you an idiot?”

Star Shine shrugged. “Why are you here? You wouldn’t risk tipping your hoof for a social call.”

“You’re the one who examined Scootaloo’s mind. I want to know everything you can tell me about the time Discord was free, and the weeks leading up to it.”

Star Shine wordlessly crossed his cell and pulled a stack of papers from under his cot. “I figured you would ask. Now that I’m not around, you need to know all the smaller details for yourself.”

“Of course. There’s no telling what might eventually come up. I suppose you’re going to ask a price?”

Star Shine wordlessly pushed the papers between the cell bars. Free of the dampening field inside the cell, Rose’s magic lifted them into the air in front of her. “Just like that?”

He nodded. “Now get out of here. I’m tired of looking at that smug face.” Rose Thorn flashed him an angry glare, but after a moment she shook her head and turned. “One more thing, Rose.” Star Shine called as she walked away.

“What now?”

“You wondered why I would cooperate knowing that I would be a scapegoat? Truth is, I wanted to do everything in my power to help you.”

Rose arched an eyebrow. “And all of this was worth your imprisonment?”

“A short imprisonment, yes. After you’ve usurped the throne, you’re going to free me.”

“I suppose it’s the least I could do,” Rose agreed.

“You’re also going to give me a high ranking position, and the freedom to continue my magical research. I’m thinking a nice, big mansion. Maybe Manehatten all to myself.”

Rose Thorn let out a single harsh laugh. “A bit full of ourselves today, aren’t we? Why in Equestria would I give any of that to somepony who couldn’t keep themselves out of prison? You’re useless to me, Star Shine.”

“Well, I’m not exactly asking out of a desire to serve you, Rose. I’m not even asking. Consider it more of a demand.”

“And what makes you think you could demand anything of me?” Rose asked, humor fading as her voice took on a dangerous edge.

“Because, I’m more perceptive than you give me credit for. I know you disrupted my memory spells. You’re the only one who had access.”

“Or perhaps you simply made a mistake.”

“No. No, it’s not that. So, I asked myself, why would Rose want to sabotage our plans? It didn’t take a genius to figure you wanted Scootaloo to live for at least a little while. Long enough for the memory spells to slip. And then I realized, you’ve been playing both sides of the field this entire time.”

“I wouldn’t expect you to understand my motives,” Rose said, rolling her eyes.

“Yes, yes. We’re all playing checkers while you’re playing chess. Save me the horrible cliches. It just so happens I do understand.”

“Doubtful.”

Star Shine put his front hooves against the cell bars and stared out at her, meeting her eyes. He didn’t blink, didn’t glance away as he said, “Trust me, Rose Thorn. I understand perfectly. And all it would take is a little message to send it all crashing down.”

“Lirean’s changelings are ordered to stop any message you try to send, and to be sure you can’t try again.”

“Of course they are. So, I can’t get a message to Celestia.”

Rose blinked.

“Now you understand, don’t you?”

She turned around, face expressionless and a bit pale.

“Manehatten,” Star Shine called after her. “A nice penthouse.”

Rose left without another word.

*****

Scootaloo was being watched. She couldn’t see the changeling. She’d been trying to sleep and had her eyes closed, but she could feel it sitting on the other side of the bars. Her skin crawled. She wanted to hide, but she already knew there was nothing in the cell to duck behind.

Finally she gave up and pushed herself into a sitting position. The changeling looked like... well, like a changeling. Big blue eyes, fangs, a black body. Scootaloo couldn’t help but wonder how they told each other apart. She was even more confused when the changeling spoke with a girl’s voice.

“Good morning,” she said.

“Hi,” Scootaloo answered.

“Did you sleep well?” the changeling asked.

“Uh, no. Kind of hard to relax when you’re a prisoner,” Scootaloo said flatly.

“It could always be worse,” the changeling said. “You’re alive, aren’t you?”

“Oh, yeah. Thank Celestia for that. Everything is just sunshine and rainbows, isn’t it?”

“I don’t think your princess had anything to do with it.”

Scootaloo sighed and rolled her eyes. “It’s an expression.”

“I see,” the changeling said slowly. “Are you crazy?”

“No, why?” Scootaloo asked.

“Some other changelings heard you talking to yourself last night. That usually means you’re crazy, you know.” Scootaloo answered with a silent glare. “So,” the changeling said, “you’re Scootaloo, right?”

“Yeah.”

“My name is Mimic.” Scootaloo grunted in response. They sat in silence for a few moments.

“So, was there anything you wanted?”

“I just wanted to see you,” Mimic answered. She lifted a hoof and pointed beside her. Scootalo looked and saw a bowl on the floor. “I volunteered to bring you breakfast.”

Scootaloo’s stomach growled at the thought of food. “Why would you want to meet me?”

“Curiosity,” Mimic answered. “You’re the reason Queen Chrysalis is gone, after all. Almost every changeling knows your name.”

Scootaloo groaned. “And I thought it was bad enough when just Lirean wanted revenge.”

“I wouldn’t worry too much,” Mimic said. “Queen Lirean and Queen Chrysalis were sisters. Most of the other changelings don’t feel as strongly about you one way or the other. A lot of us lost family members during the attack on Canterlot. Queen Chrysalis wasn’t as popular as Queen Lirean would have you believe.”

“Lost family members?” Scootaloo asked. “How? The spell Shining Armor used was supposed to throw you away from Canterlot, not actually hurt you.”

“Oh, it wasn’t the spell that did it. It was the landing. I’ve heard you personally saw to injuries Queen Chrysalis suffered because of that spell.”

“Oh, right.”

“Don’t get me wrong, none of us like you, but Chrysalis wasn’t a beloved monarch herself.”

“Well, that’s almost reassuring. So, you said you came to bring me breakfast?”

The changeling nodded and her horn began to glow with a faint green light. The bowl lifted into the air and floated closer. After a moment, the light flared and the bowl launched across the room, bouncing off a wall and to the floor, spilling its contents across the dirt and rocks.

“Oops,” Mimic said with a smirk. She turned and began to walk away. “See you at lunch.”

Retribution

The harsh winds and rolling thunder echoed through the caves, bouncing off walls and filling the darkness with a steady pressure. Scootaloo tossed, covering her head with a hoof and pulling her wing over her body. The storm had started in the early hours of the morning, waking her from her already uneasy sleep.

At least she was surrounded on every side by thick stone walls. When thunderstorms had come in while she was a filly, they’d terrified her. It was worst when she was still living in the clubhouse, alone, with only thin wooden walls to protect her.

Of course, she was in more danger in the changeling hive than she’d ever been back then. The thought ruined her attempts at getting back to sleep and she sat up, rubbing at her eyes.

“Good morning.”

“Son of a buck!” Scootaloo swore, jumping back in surprise.

“Oh, sorry,” the changeling said, smirking. Scootaloo could barely see her in the dim light coming from the hall.

“Mimic? What the hay are you doing here?”

“Well, you mentioned that you didn’t like storms, and they echo through the entire hive, so I thought you’d be having trouble sleeping.”

“And you just felt like having a chat at... whatever time in the morning it is.”

“It’s just before sunrise,” Mimic said. “I’m leaving early this morning with a group to collect food. There’s some wild vegetation a few miles East of Cloudsdale that we harvest from time to time. Since I was already up and ready to leave, I thought I’d come see if you were awake.”

“Uhuh. How long were you sitting there?”

“Only a few minutes. You looked restless, so I decided to wait and see if you’d wake up.”

Scootaloo shivered. “That’s really creepy.”

“Creepy?” Mimic asked.

“Like, weird,” Scootaloo said. “Odd? Disturbing?”

“I know what creepy means,” Mimic said. “Why is it creepy.”

“Well, you don’t just watch ponies sleep. It’s just creepy.”

Mimic gave her a confused look. “Why? Is sleeping something ponies find embarrassing?”

“Well, not really,” Scootaloo said.

“Then why is it creepy?”

“It just is.” Scootaloo shook her head. “Just before sunrise? So I’ve been here for what, thirty six hours?”

“About,” Mimic nodded.

“It feels like longer,” Scootaloo said, yawning. “I don’t suppose you have any of the Daring Do books?”

“Of course,” Mimic said. “Let me just run to the local library, we have all the books by bestselling pony authors to read in our endless free time.”

“A simple no would work.”

Mimic grinned at the look of annoyance Scootaloo threw her. “I wouldn’t complain about being bored if I were you. There’s plenty of work around here we could have you doing.”

“Is that what you would have her do?” A voice said from the back of the room. Scootaloo and Mimic stiffened. Lirean entered, eyes bright in darkness. “If it were up to you?”

“Oh, Queen Lirean,” Mimic stammered, turning and bowing.

“It’s a good idea,” Lirean continued, gliding closer. “We’d certainly get more use out of her while she’s here. Mimic, isn’t it?”

“Y- yes, Your Highness.”

“And good morning, Scootaloo. How did you sleep?”

“Go throw yourself under an ursa, you overgrown cheese grater.”

Mimic turned toward Scootaloo, jaw slack and eyes wide as Lirean looked down at her hooves with a small pout. “Well, I was hoping we could all be civil here.”

“Civil flew out the window when you threatened my friends,” Scootaloo said. “You’ve got all your plans set up, and nothing I say is going to change them, so don’t expect me to play whatever screwed up game you’re planning.”

“My, aren’t we defiant today?” Lirean turned to Mimic. “Perhaps putting her to work would be too lenient. What do you think?”

“Uh, me, Your Majesty? I don’t really think I’m the right changeling to be making suggestions on something like—”

“Nonsense, little one. Who better to ask than someone who’s lost as much as you?”

“None of which had anything to do with me,” Scootaloo said dryly. “It’s like you changelings live to take excessive revenge on imagined insults.”

“None of which you...” Lirean trailed off, frowning. Scootaloo caught Mimic out of the corner of her eye, giving her a worried look. After a moment, Lirean’s face spread into a wide smile. “Mimic, just what were you doing in here?”

“I, uh, I was just...” Mimic trailed off as Lirean walked around behind her.

Lirean leaned over her, uncomfortably close, putting a hoof on her head. “I’m surprised. You come in here, look at this pony, and despite everything you must be feeling, you still remain so calm.”

“You promised that she’d be safe,” Mimic said, voice shaking, though she didn’t dare shy away from the queen. “It’s not my place to go against your wishes.”

Lirean moved away. “Of course. Such an obedient child.” Lirean frowned. “But surely you want to take matters into your own hooves? I know how you must feel. This pony took my only family, exiled her forever, and I hate her for it.”

Mimic didn’t answer. She ducked her head a fraction of an inch and held her body rigidly. Her obvious discomfort was starting to get to Scootaloo, making her nervous. She didn’t understand what was wrong, but she was sure there was more to the conversation than she was catching.

“Of course, you never liked my sister, did you?” Lirean asked.

“I am loyal to the hive and my queen,” Mimic said. “How I feel about them is irrelevant.”

“Such an obedient child,” Lirean said again. “A good little changeling to the end. But you can be honest with me. Chrysalis is to blame for your parents deaths, isn’t she?”

“Queen Chrysalis did what she had to for the good of the hive.”

“But...” Lirean said, dragging out the word.

Mimic lowered her eyes, resigned to the fact that she wouldn’t get out of saying it. “I- I did blame her for what happened to my parents.”

“Was that so hard?” Lirean asked. “We both lost loved one’s to another’s foolishness. And now, here’s the pony responsible. The pony who took our closest family. What do you think should happen to her?”

“I told you already,” Scootaloo said, glaring at Lirean. “I had nothing to do with what happened to her parents. Stop trying to—”

“Shut up!” Mimic snapped. Lirean smiled approvingly behind her.

“She has a sister,’ Lirean said softly. “An older sister waiting for her to come home, worried that she might never return. They’re the only family each other has left.”

Scootaloo could barely make out Mimic’s expression in the dark. She was rigid, and her eyes were screwed shut.

“We could show her how it feels to have her family torn away,” Lirean said. “Bring her sister here, and let her watch while the changelings drain her life away.”

“If you even think about touching her,” Scootaloo shouted, shoving against the bars of the cell.

“You’ll what?” Lirean asked. “Yell at us from your prison cell?”

“You aren’t the first Changeling Queen who tried to hurt my friends. Maybe you’d like a family reunion of your own.”

“But you don’t have your precious princesses to clean up after you this time,” Lirean said before turning to Mimic. “She’s so protective of what little family she has left, isn’t she. It almost makes me feel bad. I couldn’t do anything to protect my sister.”

Mimic said something too quietly for Scootaloo to make out, but Lirean’s smile widened. “Oh, poor girl, don’t be so hard on yourself. There was nothing you could have done to save any of them.”

“I- I could...”

“Could what? It’s too late for that,” Lirean said. “All that’s left for you is retribution.”

“But I... I don’t...”

“I won’t even stop you,” Lirean said, “if you want revenge right now. I could always use more changelings who aren’t afraid to get their hooves dirty.”

Mimic blinked in surprise, turning her head toward Lirean. “But... you said...”

Lirean leaned in close again. “True, I’d like to have my fun first, but just look at her.” She gently pushed Mimic’s chin, turning the smaller changeling’s head toward Scootaloo. Scootaloo still stood at the front of the cage, a mixture of anger and fear on her face. “She’s defenseless. She has no magic, she can’t even fly or run.”

Scootaloo met Mimic’s gaze. The changeling looked confused, angry, and miserable all at once. Her hesitation confused Scootaloo. Mimic seemed crazy at times, but she didn’t believe the changeling was actually violent.

“You hate her, don’t you?” Lirean asked. Mimic nodded in reply. “She’s an enemy of the hive, a personal enemy to you. She holds knowledge that would endanger everything we’ve worked for, and the princess trusts and listens to her. She’s a danger.” Something changed in Mimic, something Scootaloo couldn’t put her hoof in. Something set in her posture, in the look in her eyes.

The change made Scootaloo truly afraid for her own life.

“Go ahead, little one,” Lirean urged her on. The excitement in her voice chilled Scootaloo. All the patience and foresight the changeling queen had shown before was gone. She wanted blood.

“No,” Mimic said.

Scootaloo and Lirean blinked in unison.

“It’s too easy,” Mimic said. “I want her to know what it’s like to lose her sister.”

Lirean grinned. “Yes, that does seem more fitting, and we can always kill her later.”

“Your Highness, may I make a request?”

“Of course.”

“I want to go. I want to go to Canterlot and help bring her sister to the hive.”

Lirean’s smile only widened as she turned away. “I would expect nothing less. I will put together a group to leave today.” She left the room, leaving Scootaloo and Mimic alone.

Mimic turned back toward Scootaloo the second she’d left. Scootaloo glared at her, every line of her body rigid in fury. “If you think for one second that—”

“Shut up and listen,” Mimic snapped. “Is it true that Princess Celestia listens to you? That she actually trusts you?”

“Go buck yourself. I have nothing to say to—” Mimic reached through the bars to push Scootaloo’s mouth shut.

“There’s a chance your sister will get a warning and escape before we can capture her, but only if you shut up and answer my questions. Does the princess really trust you?”

Scootaloo brushed Mimic’s hoof away. “Yes.”

“Enough to do you a favor?”

“Probably.”

“Good,” Mimic said. “Because I need one.”

“In case I wasn’t clear the first time, go buck yourself.”

“Queen Lirean is sadistic and crazy,” Mimic said. “The only reason you’re alive and in one piece right now is because I reminded her of a way to hurt you even more.”

“By pointing her at my sister. I hope you aren’t expecting any thanks,” Scootaloo snarled.

Mimic glanced over her shoulder. “I can keep your sister safe, but you’re going to have to return the favor.”

“Return the favor?”

“If a changeling’s exiled from the hive, they’ll have no place to go. We’re considered criminals in Equestria. It’s even worse if they can’t change their shape to hide. A changeling without magic would be reduced to a life of running and living in the wilderness until they starved to death. If you asked, would your princess be able to protect a changeling like that? At least give one of us a place to live and some protection?”

Scootaloo took a deep breath and tried to keep her anger under control. “Maybe. If I vouched for the changeling, and he wasn’t a threat to anypony, then yeah. Hay, I released Discord and turned the princess to stone and she still did that much for me.”

Mimic gave a sigh of relief.

“But I can only ask her if I get out of here,” Scootaloo ventured.

“I know,” Mimic said, looking over her shoulder again. “I’ll have to get you free.”

Scootaloo’s mouth hung open as she tried to find some way she must have misunderstood.

“But understand one thing,” Mimic said. “If you go back on your end, I’ll kill you myself.”

Scootaloo flinched at the sudden anger in Mimic’s voice. She sounded like... like Scootaloo had felt when they’d been threatening Rainbow Dash. Between the anger, her questions, and the sudden change upon hearing that Scootaloo might be able to help, the answer was obvious. “You have a sister,” she guessed, “and she’s been exiled.”

“A brother,” Mimic said. “I just know I’m going to regret this.”

“Not if you get to keep him safe,” Scootaloo said.

Mimic nodded in agreement. “He’s the only family I have left.”

“What’s his name?”

The question hung in the air for a long moment.

“Effigy.”

The Storm

A cold nausea twisted inside Scootaloo. “Effigy?”

Mimic smirked. “You should see the look on your face.”

“You have to understand. It was—”

“Self defense?” Mimic asked. “An accident? Get one thing straight right now. I don’t care. The only family I have right now is hurt and locked away because of you. He’ll never be able to use magic or change his shape again.”

Mimic checked over her shoulder. “We’ll fly to Canterlot today. I’ll find a way to tip your sister off before we have a chance to catch her off guard, and then come back to free you before the Queen can return. Be ready to leave late tonight, and try to get some rest before we go.”

Scootaloo nodded and Mimic turned away. “Mimic, just remember. If Rainbow Dash gets hurt—”

“Yes, I know.”

Scootaloo settled down to wait. Between the worry clawing at her and the whistling wind from the storm, time seemed to slow to a crawl. She finally managed to drop into an uneasy sleep. She was plagued with dreams of the storm raging outside, of falling through the rain and wind, unable to catch herself. A particularly loud crack of thunder echoed through the caverns and she jerked awake, coat slick with a cold sweat.

Ersatz arrived with her lunch and dinner, but didn’t talk to her. Seconds ticked by, each an eternity of fear and worry. She didn’t know how much time had passed since dinner, but the sounds of busy changeling had started to fade in the distant halls.

She half expected the imaginary voice of Discord to show itself, almost wanted it for lack of anything to distract her, but it seemed to have disappeared entirely. In its place were flashes of memories as they pieced themselves back together. The mysterious mare Rose had met with Star Shine that night at the restaurant. They’d been joined by Lirean in the form of the filly Crystal Ball. Scootaloo had slipped away unseen, and Thistleroot had taken her home. There was an hour or so still missing, a stretch of time that was completely blank.

Finally, after what felt like weeks or month, a set of weary hooves shuffled outside her cell, and a changeling rounded the corner.

“Uh...” Scootaloo started hesitantly.

“Yes, it’s me,” Mimic said.

“And?”

“I managed to get separated in the storm and beat them to Canterlot. Found your sister outside the address we have recorded for you. Jumped out at her, shouting ‘that’s the pony we’ve been ordered to kidnap’ and then looked around as though I was surprised to be alone. She bought it. Also, you should have told me how fast she is. I had to dive into a crowd and change half a dozen times just to get away.”

“But she’s safe?” Scootaloo asked.

“Yes. Once she gave up trying to find me she went straight to Canterlot Castle.”

Scootaloo breathed a sigh of relief. Even if Dash wasn’t afraid, the princess would be sure to keep her from doing anything reckless.

“Now let’s get out of here,” Mimic said. Her horn flared up and the bars shattered with a loud crack.

“I was hoping you wouldn’t do that,” Ersatz said from the back of the room. Scootaloo and Mimic flinched. “When Queen Lirean told me that you’d set her free, I’d thought she’d gone mad.” The male changeling stepped into view, barely a shadow in the light coming from the hall.

“How?” Mimic asked.

“She said she’d do the same thing in your position, if it meant freeing Queen Chrysalis,” Ersatz said. “Of course, she also added that she’d kill Scootaloo and the princesses once she had what she wanted. She seemed very eager to make that distinction.”

“Ersatz, please, just let us go,” Mimic said. “Pretend I managed to overpower you.”

“You know I can’t do that.”

“Please, Ersatz, we’re friends. You and Effigy are friends.”

“I am loyal to the hive and my queen,” Ersatz said. “My personal feelings are irrelevant.”

Mimic began to speak, but a sudden blur rushed past her, almost invisible in the dark. It hit Ersatz, driving him into the far wall with a surprised grunt. He fell to the floor, wheezing. “Let’s go!” Scootaloo shouted, turning back to Mimic.

The changeling took the lead, speeding through the tangled web of caves. Scootaloo stayed right on her tail. As they went, they heard screaming from behind them. Ersatz had caught his breath and was rousing the other changelings. The hive began to come to life with an angry buzzing. Mimic led Scootaloo up through the hives, following a much more direct route than Lirian had when she'd arrived. Before long they charged through the mouth of the cave and into the open air. Scootaloo froze.

The storm that she’d been hearing all night was still raging. Wind tore at her from every direction as it blew against the mountainside. Lightning flashed in the distance and thunder shook the ground beneath her hooves. Without the stone walls on every side, the storm felt a hundred times fiercer.

The wind howled through the streets, rattling windows and shaking the foundation of her house. It was one of the downsides of living in a cloud house, they offered little protection from the weather. Scootaloo watched the dark clouds blow by her window, wondering when her mom and dad would be home.

“Scootaloo!” Mimic shouted, snapping her out of her daze. “What are you doing?”

Scootaloo shook her head and fought to keep her voice steady. “We’re flying in this?”

“This isn’t the time for that,” Mimic said, using magic to push Scootaloo toward the edge of the cliff. “You’re supposed to be a good flyer. It’s just a little wind.”

“It’s not that,” Scootaloo said back, barely able to make herself heard over the sound of the storm. The rest of her sentence was cut off as changelings appeared at the cave entrance, rushing toward them. With a burst of magic, Mimic gave Scootaloo a final push.

Scootaloo was going to die. She just knew it. The clubhouse shook and rattled as the winds tore at it. A shutter banged against the wall over and over, spraying droplets across the floor and letting freezing wind in. Scootaloo couldn’t bring herself to venture from her corner to close it. The clubhouse shrieked in protest and Scootaloo buried her head under her hooves.

Scootaloo panicked as she fell through the air, but after a moment her instincts kicked in and she was fighting against the storm, gaining altitude. Mimic was just ahead of her, barely visible in the freezing rain. Changelings were closing in, but they were having as much trouble flying in the storm as she was.

It was the first storm Scootaloo had been through in a cloud house since her parents had died. She knew in her head that she was safe, but her legs shook anyway. She sat on her bed, trying not to panic as the wind forced the entire building to sway back and forth.

“Scootaloo?” Dash called from the hall just before her door opened. “I know I said I was going to cook tonight but, uh, that didn’t go too well. You okay with take-out again? Scootaloo?” Dash’s embarrassed smile faded as she saw Scootaloo. “Are you okay?”

“No,” Scootaloo answered honestly.

Scootaloo’s wings beat steadily as she started to pull ahead of the pursuing changelings. She pushed her fear aside, gaze set ahead of her, towards Canterlot. “Mimic!” she shouted at the top of her lungs. “Whatever you do, don’t slow down!”

“Wasn’t going to!” the changeling called back. “Do you have an idea!”

“Something I saw Dash do,” Scootaloo said under her breath as she started picking up altitude again. She’d worked on weather teams before, but never during a storm. The clouds were thicker than she’d expected, and pushing them slowed her down. She checked over her shoulder to see the changelings gaining on her. Every moment she pushed the clouds, they grew darker and more compact.

The lead changeling was right on top of her, hissing in victory. Scootaloo kicked out, her back hooves connecting with something followed by a sharp hiss of pain. She struck the clouds ahead of her, punching a hole through the center and out the other side. She flapped back, killing her momentum and gave the compacted storm clouds a buck worthy of the Apple family.

With a terrifying crack, the sky around her went a blinding white. The noise obliterated all thought as the air went dry for a split second. The scent of ozone twisted her stomach, but she fought her nervousness and began picking up speed again. Mimic was ahead of her, descending.

Scootaloo closed her eyes, trying to block out the sound of the storm. A comforting hoof rested around her shoulders. Dash was always there when the weather took a turn for the worst. Scootaloo doubted she’d ever be able to work on the storms they sometimes had to schedule, but at least she could sit through them without panicking now. All thanks to one pony.

They’d lost the changelings. Scootaloo touched down beside Mimic, hardly daring to believe it. They’d escaped. She was on her way home. They’d even made it through the worst of the storm. Dawn was approaching and she could see blue skies in the distance.

“Don’t get too excited,” Mimic said.

“Why not? We did it, we lost them.”

Mimic shook her head. “That thing with the lightning bought us time, but it’s not why they stopped chasing us. They weren’t willing to follow us here.”

Scootaloo cast a quick glance over their surroundings. They were at the top of a hill with rolling grass in all directions. The barren wastelands could be seen in one direction, beyond a sea of trees. Mountains stood in the other. “So we made it to Equestria?”

“No. Equestria is over those mountains. We’ve only made it past the Forest of Leota.”

Scootaloo frowned. “You look kind of nervous.”

“I didn’t want to come here,” Mimic said, “but I didn’t think we’d be able to lose them. This place is forbidden to changelings. Most who go in don’t return, and those that do go insane eventually. They’re exiled.”

“Insane?” Scootaloo asked, glancing around again, more nervously. “What exactly is this place.”

“We call it the Mad Lands,” Mimic said. “This is where Discord first fought the Royal Pony Sisters.”

sdnaL daM ehT

“A message came from Ersatz,” a young changeling reported, standing before Rose Thorn’s desk. “Scootaloo escaped with the changeling I told you about, Mimic.”

“Good,” Rose said. “Very good. Any word from the queen?”

“No. She still wants you to believe Scootaloo is dead.”

Rose nodded. “And where did they lose their pursuers?”

“The mad lands, just as you predicted. If I may, using Ersatz to direct them was a stroke of brilliance.”

Rose nodded in gratitude of the complement. “All he did was mention them in passing. It was a gamble, hoping Mimic would remember them while they were fleeing. A gamble that paid off quite well.” Rose allowed herself a rare smile as her horn glowed softly. “Just a moment then. That should do it, the last of her memories should be returned.”

“I am worried though, is it really necessary that the queen fall?” the changeling asked nervously.

“I understand your hesitation,” Rose said, “but now that Lirean has had a taste of power, she will never bow before another. If the hive is to survive, there can be only one true ruler, not just for changelings, but for all of us.”

“Of course,” the changeling said. “I should know better than to doubt you. It’s just I am hesitant to put myself beneath a ruler so different, so alien.”

“I know,” Rose said soothingly, “but I promise, it will be for the good of us all. She will lead us to a new age of prosperity, and there will be a special place for us who never wavered in our loyalty, no matter what species they may be.”

The kindness faded from her face, leaving her usual, business-like expression. “Spread the word. The final act will begin when Scootaloo returns to Canterlot. If anypony can escape the Mad Lands, it’ll be Discord’s little pet, and as long as she returns, I have no doubt Celestia and the elements can defeat Lirean once and for all.”

*****

-2 months ago-

“Hello?” Scootaloo asked, opening the door. A red and pink unicorn mare stood on the other side.

“Hello. Scootaloo?”

“Yeah.”

“My name is Rose Thorn. I’m an associate of Star Shine’s.”

Scootaloo tensed up. “What’s this about?”

“I came to warn you. They plan on coming after you tonight. They know you recognized the changeling queen.”

Scootaloo backed away, moving to push the door shut, but Rose caught it. “Scootaloo, please, hear me out. I mean you no harm.”

“I already sent a message to the princess,” Scootaloo said. “You might as well leave me alone.”

“No you didn’t,” Rose said. “You don’t have a dragon here. My guess is you came here because you didn’t want to risk being out this late. Anypony out there could be a changeling. Then, once it was morning and the streets were full of witnesses, you’d make a trip up to the castle and warn the princess.”

Scootaloo gave up on pushing the door shut and backed away, wings flared in an instinctive fight or flight pose. “How could they even know that I’d seen her?”

“The waiter at the shop was a changeling.”

Scootaloo took a moment to breath and nodded. “Then I’ll just go now.”

“I’m afraid it’s too late for that. Many of the royal guards are changelings with orders to intercept you if you try to reach her. Another group is circling the block through the air, ready to stop you from running. Star Shine will be here any minute.”

“Then what can I do? You came here to warn me, you’ve got to have some plan.”

Rose looked out over her shoulder before closing the door behind her. “I do, but I don’t think you’re going to like it. You’re going to have to be captured.”

Scootaloo blinked. “That’s not funny.”

“I wish I was joking, but I don’t think you can get past the changelings. They won’t hurt you though, not yet at least. Star Shine knows he’s under suspicion, so he’s going to let the changelings take you and then help the princess find you, after blocking your memories of tonight from your mind, of course.”

Scootaloo shook her head. “I’m not letting myself get caught just because you think I’ll be safe.”

“I’m sorry Scootaloo, but you don’t have a choice, and I don’t have time to convince you otherwise. There are more important things to discuss, several things you have to know, and I won’t get another chance to talk to you. They’ll be watching me closer now that I’ve disappeared at such a crucial moment.

“The first thing you need to know is that Star Shine is trying to make his own Elements of Disharmony. When you eventually regain your memories, you have to warn Princess Celestia. If she has the Elements of Harmony ready, they’ll cancel each other out, meaning the fight will be between Celestia and the changeling queen with no interference. If she’s not prepared, Canterlot will fall.”

Scootaloo fell back onto her haunches. “Just slow down a second, I—”

“There’s no time to slow down,” Rose snapped. “Just remember, Celestia must keep the elements and their bearers close at hoof at all times. Secondly, there’s a convergence of ley lines that run through Canterlot. The queen is planning on using them to overcome Celestia’s power. If we can block her access to them, it’ll level the playing field.”

“How?”

“There’s a cave at the top of Canterlot Mountain. It’s the most magical place in all of Equestria, with writings from some of the oldest languages in the world. At the very center of the ley lines is a message written in a physical representation of pure thought, a message that reflects what the reader most needs to hear. That’s the point where the power flows freely.

“When Discord first fought the pony sisters, he used his own magic to seal the ley lines so they couldn’t be used against him. The seal was removed after they found the elements, and set somewhere only the princesses could reach, the Mad Lands.

“When you regain your memories, you must ask the princess to retrieve the seal and place it on the stone table beneath that point. If she does that, then she’ll be able to defeat the changeling queen.”

Scootaloo had trouble swallowing for a moment, but finally managed. “Why can’t you tell her all this yourself?”

“I told you already, many of the royal guards are changelings. I’d never make it to see her, and if Star Shine or the queen think I’ve betrayed them, I wouldn’t last a day. Which brings me to my next point. Scootaloo, I need to block this conversation from your memory.”

“What? Why?”

“Star Shine is going to use illegal magic to learn as much about the Elements of Disharmony as he can. If he finds this conversation in your head, he’ll know I’ve betrayed them.”

Scootaloo backed away, wings coming up again.

“Please Scootaloo, if they find out about what I just told you, they will kill me.”

*****

Scootaloo stared silently into the distance as Mimic stretched. They’d had to sleep shortly after landing. Scootaloo had tried to stay up at first, keeping watch while Mimic slept, but eventually her exhaustion caught up to her. The sun was high in the sky before the changeling nudged her awake.

After another few seconds Mimic finished stretching her wings. “We should get moving. I don’t want to be out here after dark.”

“What happens after dark?”

“No clue, and I really don’t want to find out.”

Scootaloo nodded. They’d fallen asleep beneath a large tree at the base of a grassy hill. Other trees dotted the field around them. A hazy fog seemed to encircle them, barely visible in the distance. Scootaloo walked to the top of the hill to survey their surroundings. Other than the haze, nothing seemed out of place.

She pushed off, taking to the air as she’d done hundreds of times before. Her wings pumped, picking up a steady rhythm, and she landed back on her hooves.

Mimic widened an eye, and Scootaloo felt she’d be arching an eyebrow if she had any. “What was that?”

“I guess I wasn’t entirely awake,” Scootaloo said, frowning. She gave herself a little shake and took off once again, landing on her hooves a moment later..

Mimic frowned and tried to take to the air herself, managing to do little more than hop in place, insect wings buzzing uselessly.

“I was afraid of this,” Mimic said. “They say magic doesn’t work right here. Not even the magic that lets us fly. I guess we’re walking.”

Scootaloo sighed and started forward toward the haze. “If magic doesn’t work here, how were we able to get here in the first place? I mean, we landed right there on the hill.”

“I don’t know. Do you really expect something created by Discord to make sense?”

“Good point. So what can you tell me about these Mad Lands?”
“Not much,” Mimic said. “They’re forbidden to the changelings. That’s why they stopped chasing us. Some of us have ventured here, usually when the hive needs extra food. Most of them never come back.”

“And the ones who do?”

“Insane. Muttering nonsense about endless days or wandering in circles. Some of them even insist they saw ghosts or Discord and the princesses.”

“Well, that’s just great,” Scootaloo grumbled.

“It’s better than being back there with the queen,” Mimic said.

“Did any of them ever get better?”

“How should I know?” Mimic asked. Scootaloo shot her a curious glance and she frowned. “Dead weight.”

“Oh,” Scootaloo said, a look of slight revulsion on her face. “I forgot what a nice place to live the hives were.”

“That’s not funny. None of us want to abandon our brothers and sisters, but we do what we have to. No changeling comes before the good of the hive.”

“Except your brother.”

Mimic opened her mouth, but her retort died in her throat. After a moment she nodded.

“So these Mad Lands are where Discord fought the Princesses? I’d always heard it wasn’t much of a fight.”

“Their second fight wasn’t,” Mimic agreed. “But the first time, the Princesses didn’t have the Elements of Harmony. They say the battle raged on for three days. The powers thrown around twisted nature and scarred the earth. Finally Discord won and took control of Equestria.”

“You sure know a lot about pony history,” Scootaloo said.

“The story was one of Queen Chrysalis’s favorites. She liked to imagine your princesses failing, and she was an old friend of Discord. Sort of.”

Scootaloo chuckled. “Is it true he once tried to turn the changeling hive into a kite?”

“So I’ve been told,” Mimic said, smiling. “Anyway, after the battle, the princess quarantined the entire area, and Chrysalis forbade us from entering as well. It’s funny, Ersatz and I were talking about this place just the other day. I wouldn’t have thought then that I’d be visiting so soon.”

Scootaloo hesitated before saying, “The princess won’t be able to keep you and Effigy safe if she’s overthrown and enslaved.”

Mimic stiffened and her pace slowed.

“I know you don’t want to do anything to hurt the hive, but we can’t protect you if we lose. I need to know what Lirean is planning.”

“I don’t know much,” Mimic said. “I’m just a gatherer, not one of the queen’s trusted advisors.”

“Lirean takes advice?”

“Well, no. She got rid of all the trusted advisors when she took over. Anyway, I don’t know what her plan is, but I’ll tell you what I can.” She rounded on Scootaloo, poking a hoof into her chest. “And if you go back on your deal, I swear to the first queen, I’ll make you pay if it’s the last thing I do.”

“Yeah, yeah, I know,” Scootaloo said. “Believe it or not, I actually want to help. You saved my life, even if you had your own reasons.”

“Just so we’re clear,” Mimic said, turning to begin walking again. Scootaloo followed.

The two of them came to the top of a hill and stopped to rest. Scootaloo turned in a quick circle to get her bearings, pausing when as she looked back the way they came. “Mimic, how long have we been walking?”

“I don’t know,” Mimic said. “About... actually, I really don’t know.”

“I don’t feel that tired, and that was a big hill that we landed on. Shouldn’t we still be able to see it?”

Mimic turned to look back at the flat expanse of grass. “I guess we’re making good time.”

“I guess,” Scootaoo agreed, turning to look forward. “It’s just so hard to tell. Everything looks the same. Like we haven’t...” she trailed off.

Mimic looked down, ears flattening against her head as she pawed at the ground. “Don’t be stupid.”

“You’re right,” Scootaloo said, shaking her head. “I just keep expecting something bad to happen. I guess I’m being paranoid. Want to get moving again?”

“Yes,” Mimic agreed, starting down the hill.

“So? How much can you tell me?”

“We’re working with a pony,” Mimic said. “A unicorn mare named Rose Thorn. She’s scary.”

“Scary? How?”

“She came to the hive. Willingly. Unannounced, uninvited. Just trotted in like she owned the place. Went straight into Queen Lirean’s chambers. We all thought for sure she was going to die, but an hour later she just strolls out and leaves. After that, Queen Lirean had us begin preparations to invade Canterlot.”

“I’m starting to wonder if Rose Thorn is actually on Lirean’s side.”

“I’ve always assumed she wasn’t on anyone’s side. Why?”

“She came to warn me before Star Shine foalnapped me. I don’t really trust her, but everything she told me adds up. I just don’t understand why everything is so complicated around her. She wants to get a warning to the princess, so she tells me and then erases my memories? You’d think writing a letter would be easier.”

Mimic laughed and stood up. “You’d think. We should get moving. I don’t want to be out here after dark.”

“What happens after dark?”

“No clue, and I really don’t want to find out.”

The two of them set off down the hill, moving North toward Equestria. After a minute or two, Scootaloo asked, “So what can you tell me about these Mad Lands?”

They both froze. After a moment they turned, eyes wide, and rushed to the top of the hill. The land all around them looked the same as before, nothing but flat grassy plains dotted with trees.

“Alright, third hill that looked exactly the same. Coincidence?” Scootaloo asked hopefully.

“No, Mimic said, touching her hoof to a point on the ground. “Look.” Beneath her hoof was a bare patch of dirt. “I did this the last time we were here. This is the same hill.”

“We did actually leave, right?” Scootaloo asked. “All that walking, that actually happened, right?”

“I think so,” Mimic said. “But, I don’t feel very tired.”

Scootaloo frowned. "Is it possible that we just got turned around? That we just walked in a big circle?”

“I doubt it. I have a good sense of direction. It’s why I’m a gatherer. I would have noticed if we’d been thrown off course.”

“Well then, what do you think?”

Mimic took a moment before standing up. “I think we should get moving. I don’t want to be out here after dark.”

“That’s not funny.”

“Huh? What isn’t?” Mimic asked.

“Really Mimic, stop. This is weird enough already.”

Mimic tilted her head, frowning slightly. “Are you alright, Scootaloo?”

Scootaloo took a deep breath and shook her head. “What just happened? Like, over the past five minutes?”

“I woke you up and you just sort of stared off into space while I stretched.”

“Okay. I think we should go this way,” Scootaloo said, nodding her head right.

“But Equestria is North,” Mimic said, pointing.

“I know. I just don’t think we’re going to get anywhere going that way.”

“That doesn’t make any sense.”

“Exactly,” Scootaloo said. “This place is all messed up because of Discord’s magic, right? You said it wouldn’t make sense.”

“When did I say that?”

“The point is, I don’t think we should be so straightforward about this,” Scootaloo finished. She started down the hill to the East, and after a moment Mimic followed her. They walked in silence for the better part of an hour before something new appeared out of the haze in the distance, like a scar across the flat expanse of grass.

“Ha,” Scootaloo cheered. “I knew going this way was a good idea.”

“That doesn’t look like Equestria,” Mimic commented dryly. “Maybe some kind of canyon or ravine.”

“Yeah, but at least it’s something new.”

“Oh good, what an amazing victory. We managed to walk somewhere new.”

“I know, isn’t it great,” Scootaloo said, ignoring the sarcasm. Mimic sighed. The ravine took another few minutes to reach. The ground dropped away to a river far below. The other side was about sixty feet away.

Mimic gave her wings a quick stretch before stepping up to the edge of the cliff.

“Wait!” Scootaloo shouted before biting down on Mimic’s short black tail and dragging her away from the cliff.

Mimic fell back with a surprised gasp. “What?”

“Well, it’s just that magic doesn’t work here, right?” Scootaloo said.

“Yes, that’s what I’ve heard.” Mimic glanced back at the ravine, ears going flat. “You don’t think that means we can’t fly, do you?”

“I think we should try it before jumping to our deaths.”

Mimic nodded and unfolded her wings again. Scootaloo watched as she hopped in place several times, wings buzzing uselessly.

“I guess we have to go around,” Scootaloo said. Mimic agreed and they turned North. Time crawled forward as they marched. Hours passed, but the ravine still stretched endlessly into the distance.

“Scootaloo, I think something’s wrong.”

“Just one thing?”

“The sun isn’t moving.”

Scootaloo glanced up. Sure enough, the sun was still high above them, barely shifted from when they’d woken up. “Do you think something’s wrong with the princess?”

“I have no idea. Between that and this ravine, I feel like we aren’t moving at all.”

Scootaloo frowned and sat down to rest. Mimic didn’t seem to remember, but they’d already been through a similar situation. They’d been going in circles until they’d chosen a completely different path. “I think we should try to get over the ravine.”

“How? We can’t fly.” Mimic glanced between the cliff nearby and Scootaloo. “Don’t tell me you’re planning on climbing down and then back up.”

“We’ve got to try something different.”

“Or we could just keep walking. No one says we have to go East. Equestria is to the North anyway.”

“I don’t think we can go North,” Scootaloo said. “We’ve been walking for hours and we haven’t made any progress.”

After a bit more convincing, Mimic reluctantly agreed, and the began searching for a more gentle incline to climb down.

“Did you hear that?” Mimic asked after a moment, leaning over the edge and turning an ear out toward the ravine. Scootaloo moved to join her and listened. There was a faint grinding noise barely audible over the running water below.

“What do you think it—” Scootaloo’s question cut of as the ground lurched beneath her. She clung to Mimic as the fell, screaming. The entire canyon wall was collapsing in on itself. The section of ground beneath them twisted, sending them into the air. Scootaloo felt the familiar sensation of weightlessness she got when diving for a few seconds. The next moment, they were in the water.

The water was freezing. She almost screamed as she went under. She tried to swim, but couldn’t tell up from down. Seconds ticked by as her lungs screamed for air and her head began to grow fuzzy. She felt the cold of the water starting to slip away.

Something soft slammed into her from behind. She managed to turn and push against the muddy bottom of the river. With a few powerful strokes of her wings, she broke the water’s surface. Air rushed painfully into her lungs.

Mimic was struggling to stay above water nearby, and with a quick stroke of her wings, Scootaloo managed to get to her. They helped each other get steady as the river whipped them away. Once the initial shock wore off, Scootaloo realized they were being swept upstream, rather than down.

They flowed quickly against the current for almost half an hour, struggling to keep their heads above the water and avoid the rocks that jutted out above the surface. Finally the ravine walls fell away and the river evened out. They were able to swim across to the other side and pull themselves out.

Scootaloo collapsed, shivering and coughing. She felt Mimic settle beside her. She would have fallen asleep there, but another weight settled on her other side. She turned over weakly to see a long, skinny body covered in brown fur.

“It’s about time you got here. I thought you’d never show up,” a familiar voice said.

Scootaloo’s gaze trailed up the long body, past the mismatched wings, coming to rest on his lopsided, one-fanged grin.

“Discord?”

Discord's Game

“Really though, I’ve been trying to get you here for the better part of two days. It’s very rude, you know, keeping your host waiting.” Discord jumped up to hover above them. Scootaloo tensed, eyes closing as she waited for chaotic retribution. “It’s so rare for me to get guests, and now I have two at the same time, how exciting. And a pony too, I haven’t seen your kind for almost eight hundred years. Please, do come in.” Discord snapped his fingers and Scootaloo was blinded by a sudden flash.

When the light faded, she was inside a glistening hall with high arches and stained glass windows. It looked almost identical to the Canterlot throne room. Each window displayed a different pony or changeling.

Discord noticed her looking at them. “Do you like? I made them myself. Each and every creature to come and play with me. So then, you haven’t introduced yourselves.”

“Uh,” Scootaloo murmured, “you don’t recognize me?”

“Not at all. Should I?”

She paused. “You aren’t actually Discord, are you? I mean, you can’t be.”

“I find the word ‘can’t’ to be very limiting. Impossible things happen all the time, if you know what to look for. But to answer your question.” A monocle appeared over one of his eyes and a dictionary dropped into his hand, falling open. “Genius loci. Noun. The tutelary deity of a location.”

“What?” Mimic asked. “You’re some kind of guardian of the Mad Lands?”

“Not quite, my dear. I am the so called Mad Lands, which by the way, is not a very accurate name. I consider myself quite jovial.”

The tightness in Scootaloo’s chest eased a bit. “Well, I’m Scootaloo, and this is Mimic.”

“Charmed,” Discord said,dropping the monocle and tossing the book over his shoulder and bowing deeply. The dictionary turned into a chicken in mid air, flailing before crashing to the red carpet. “Oh, I always forget they don’t fly.” Discord snapped his fingers and a jetpack appeared on its back. It gave a single confused cluck before launching across the hall and out the doors in an explosion of smoke. The corner of Scootaloo’s mouth tugged up despite her nerves.

“You said you’d been trying to get us here for two days,” Mimic said. “But it’s only been a few hours since we landed.”

“Not quite,” Discord said. “Unless you call forty-six ‘a few’.”

“That’s not possible,” Scootaloo said. “The sun hasn’t moved at all.”

“Well of course not. Everypony goes to sleep at night, and that’s just so boring.” He leaned his head back in a dramatic pose of frustration. “So the sun never sets here and nothing ever has to sleep. Isn’t it so much better that way?”

“Uh, sure,” Scootaloo said. “So, why did you want us here anyway.”

“Well, isn’t it obvious by now?” Discord asked. “It’s boring being here all alone.”

“As much as we’d love to keep you company, we really need to get going.”

“Bah, that’s what everypony says. What about a deal? Play a game with me, and if you win I’ll help you get to where you’re going. Leave now and you might never find your way out.”

“What happens if we lose?”

“Then you can stay here and play with me forever. It’s win/win, isn’t it?”

Scootaloo gulped. “Forever?”

“Well, not really forever, I suppose. More like sixty to seventy years.”

“I think we’ll pass,” Scootaloo said.

“Oh, what a shame,” Discord said, wiping a fake tear from his eye. “Are you sure you don’t even have time for a cup of tea?” As he spoke, the monocle reappeared and a tea set appeared in midair.

“Sorry, but no,” Scootaloo said, fighting back a smile at the casual randomness. “Uh, how do we get out of here?”

Discord sighed and pointed. “Door’s in the back.”

Scootaloo turned and started down the hall, Mimic close behind her. The genius loci followed behind them, pulling things out of midair. “Oh, there must be something I can offer to change your mind. Hmm, no... no... what about a post card?” Discord floated the rectangular card in front of them. It had a picture of him on the front, wearing sunglasses. At the top were the letters ‘ilVanusnmytsinddas’. “Really, how many chances do you get to visit a place so exotic? You must want some kind of souvenir, my dears?”

“No, really, we just...” Scootaloo trailed off. “Actually, there might be something you have that we want.”

“Scootaloo?” Mimic asked cautiously.

Scootaloo grabbed her closer and whispered, “Remember when I told you that Rose Thorn came to warn me? She also told me about something hidden here in the Mad Lands. Something that will help the princess beat Lirean.”

“And you think now is the time to look for it?” Mimic asked with a frustrated grumble. “You don’t even trust her.”

“No, but this Genus thing can tell us if it’s actually here.”

“Forget it, I’m not going to risk being stuck here forever.”

Scootaloo lifted her head to look at Discord. “Can I play alone? If I lose, my friend here still gets to leave?”

“Well, I suppose it’s better than nothing,” he answered before nodding. “But no cheating. If she helps, she has to play.”

Scootaloo looked back to Mimic. The changeling frowned. “Do you really want to risk it?”

“Not really,” Scootaloo admitted, “but I actually have a chance to help everypony. I don’t want to screw it up again.”

“But this is Discord we’re talking about. I’ve heard stories about him since I was a kid, about how devious he is. Even if it’s just some kind of shadow of him, do you really think he’ll give you a chance of winning.”

“Yes, actually. Especially since it’s a shadow of him. Discord always gives ponies a chance of beating him. It’s no fun for him otherwise.” She turned back to Discord. “We’re looking for a stone seal. It would have been put at the center of this place just after the fight between Discord and the princesses.”

The genius loci closed his eyes, thinking for a moment. “Oh yes!” With a snap of his fingers, a stone square about six inches across appeared in his hand. “The queens were quite eager to hide this.”

“Do you know what it does?” Scootaloo asked.

“It’s some kind of key, judging by all the spells on it.”

Scootaloo turned to smile back at Mimic. “She was right. If we can get it, we can lock up the ley lines and keep Lirean from using them.”

“Are you sure?” Mimic asked.

Scootaloo nodded. “The princess told me about them too. She used them the first time she raised the sun. If Lirean has any chance of winning, it’ll be with them.”

“So,” Discord interrupted, "if I win, you stay here with me, and if you win, you get this old thing and I’ll personally see you out of the Jovial Lands?”

Scootaloo swallowed nervously. “Deal.”

“Oh, wonderful!” Discord shouted, jumping into the air with his mismatched appendages spread wide. “I’ll go first.”

“Wait, what are the rules?”

“Rules?” Discord asked with a confused blink. “Why would you want those? Dull limiting things all around.” Scootaloo stared at him until he shrugged. “Oh, very well. The game will go on until someone gives up. If you miss a question, you lose. If you don’t, you win.”

“You mean if we don’t miss one before you do?”

“No, just don’t miss one at all. Now,” Discord cleared his throat. “I am the beginning of eternity, the end of time and space. I am the beginning of every end, and the end of every place.”

Scootaloo blinked. “Huh?”

Discord turned to float on his back, a smug smile on his face.

“I think it’s a riddle,” Mimic said.

“Yeah, thanks,” Scootaloo grumbled. “This is something Twilight would be better at. Uh, I think I’ve heard this one before. Is it the letter ‘e’?”

“Correct!” Discord said, beaming.

“Uh,” Scootaloo said, scrunching up her eyes as she tried to remember back to her school days. Cherilee had done a fun lesson on riddles one day, but that was years ago. “The more you take, the more you leave behind?”

Discord took only a few seconds of thought before nodding and saying, “Hoofsteps.”

“Drat.”

“What can run but never walk, has a bed but never sleeps, has a mouth but never eats?”

Scootaloo sat back on her haunches to think. She knew she’d heard it before. The answer was at the tip of her tongue.

“What’s wrong?” Discord asked after almost a full minute. “Oh, don’t tell me you can’t even solve an easy one like this. Well, you’ll have plenty of time to practice.”

“I...” Scootaloo began, “I don’t... Is it a—”

“It’s a river,” Mimic interrupted.

“Mimic!” Scootaloo said as Discord laughed, beaming again.

“Shut up,” Mimic said. “Watching you try to answer these is just painful.”

“But now you—”

“Yes, I know. You get us stuck here and I will make you pay every day for the next sixty years.” She looked up at Discord. “With this the heart sings and you fly without win—”

“Love,” Discord said before she’d finished. “You changelings always start with a riddle about love.” Mimic looked down sheepishly as he asked, “Always am I hungry, I must be fed. The hoof that I lick will soon turn red?”

“A fire?” Mimic asked and Discord nodded.

“You’re pretty good at this,” Scootaloo said.

She shrugged. “Like I said, the hive doesn’t have much to do, so we find ways to entertain ourselves when we have some free time.”

Scootaloo nodded and looked back up to Discord. He had a familiar smile, one she hadn’t seen in years. It had reassured her back then, guaranteed that everything would be fine. Suddenly, she felt terrified. If he was anything like Discord, the genius loci was already savoring victory.

“Mimic, stop!” Scootaloo said, interrupting her next riddle.

“What’s wrong?”

“This entire game,” Scootaloo said. “I know Discord better than most ponies, and there’s no way he’d play something so logical and straightforward.”

“But I’m not Discord,” he reminded her.

“But you act just like him. His magic made you. And he’d have some kind of trick, some way of twisting his words to tell the truth and get you to believe something else.”

“Oh, you’re just over thinking this,” he said, waving a hand as though to brush away her concerns. “Just ask your next question.”

Scootaloo hesitated, thinking, before taking a deep breath. “I give up.”

*****

-One Week Ago-

Thistleroot ran through the streets of Canterlot, sides burning, gala clothes hanging haphazardly from his neck and back. Panicked ponies screamed in the streets as changelings streaked past in green blurs. He’d left the others at his apartment before turning back to find Scootaloo. Applebloom had wanted to come, but with her leg, she wasn’t able to keep up.

He pictured himself briefly as an action hero, turning back into enemy territory, leaving no mare behind. The baddest of the bad.

A changeling crashed several feet behind him in a wave of fire and noise.

“AHHH DON’T HURT ME!” he called bravely, charging valiantly away from it.

He wasn’t sure where Scootaloo would be. All he could do was head in the direction she’d flown and hope they’d find each other. The overwhelming smell of burnt fur turned his stomach, and his legs wanted to give out, but he kept running. The part of his brain that never shut up noted that there weren’t nearly enough changelings to be an invasion.

“Somepony help!”

Thistleroot skipped to a stop and hesitated. “Ah, ponyfeathers,” he cursed before turning the corner in the direction of the call. A young mare a dozen feet away was being harassed by a pair of changelings. They’d cornered her and were taking turns darting in to snap at her.

“Hey, ugly!” Thistleroot called. One of the changelings turned. “No, not you. Your friend.” The other changeling turned toward him as well. “Ah, I’m just kidding, you’re both ugly. Honestly, I can’t tell the difference. Why don’t you overgrown bugs wear name tags or something?”

The changelings shifted, fangs bared and horns glowing.

“Really, being ugly isn’t anything to be ashamed of. It’s not something you can help. Being stupid though, that’s a problem,” Thistleroot continued. “I mean, really, who lets their prey get away just because somepony starts hurling insults at them?”

The changelings turned back around to see the mare had run.

“Yeah, that’s right. Thistleroot: one, changelings: zero. What now?” The changelings hissed and charged toward him. “Yeah, I was afraid of that.” He turned to run, sides burning more intensely. The changelings closed the distance after only a few seconds.

“What am I even doing out here?” He cried to himself. “I’m just a gardener with a degree!”

One of the changelings got its hoof under his as it came down, throwing him off balance. He hopped awkwardly on three legs before crashing to a halt. The changelings slid to a stop beside him, horns glowing with angry green fire.

“Uh, I don’t suppose we could talk about this?” He mumbled weakly.

There was a sudden burst of fire and a yelp of pain. It took a moment for Thistleroot to realize it hadn’t been his. One of the changelings was lying a few steps away. Another flash and the second changeling went down.

Thistleroot pushed himself to his hooves and faced his savior. “Hey, don’t I know you?” He asked the old stallion. “You’re the princess’s friend. Al A. Kazam.”

The elderly unicorn nodded. “You’re that kid that got himself abducted, aren’t you?”

“Uh, yeah, that would be me,” Thistleroot answered.

Al looked him up and down once before sighing. “You’d better come with me then. The princess will have my head if I let you get yourself toasted.” Without another word, he started up the main street, toward Canterlot Castle, and Thistleroot followed.

Lord Thistleroot

“I tracked the necklace like you asked me to,” Al said. “Led me to this kid.” He nodded toward Thistleroot.

Princess Celestia studied Thistleroot from her throne. “What were you doing with it?”

“Scootaloo gave it to me,” Thistleroot managed, voice quivering as he winced away from her stare. “Your majesty,” he added hastily.

Celestia sighed. “I should have known she’d do something like that.”

“Foolish girl,” Al added.

Thistleroot shot him a glare. “She isn’t—”

“Anyway,” Al said, talking over him, “I don’t know her well enough to track her directly. If she’s not made contact with anypony by now, she’s either been captured or killed.”

A cold weight settled at the pit of Thistleroot’s stomach. “This is all my fault,” he said, more to himself than anypony. “If I hadn’t—”

“Save the wallowing for later, kid,” Al cut him off. “We need to know exactly what happened out there.”

Thistleroot swallowed once and hesitantly gave them an account of the evening, starting with the changeling attack on Canterlot and ending with his rescue. “Then Mr. Kazam blasted the changelings away and brought me here.”

Celestia nodded grimly. “I’ll put out the word to the Royal Guard to keep their eyes open for her.”

“A lot of good that’ll do. You know there’s no way she outflew Lirean.”

“Will you shut up?” Thistleroot snapped. “She got away. She promised she would.”

“Oh, she promised, did she? Well, that changes everything!”

“Starswirl, that’s enough,” Celestia said.

The old pony harrumphed and turned back to her. “Send out your guards to look for her if you want, but we need to start planning our own moves while we’re at it.”

“On that point, I concur.” Celestia’s horn flashed and a bell chimed. A royal guardspony entered the room. “Please go find Shining Armor and send him here.” The guard left and she turned back to Thistleroot, who’d raised a hoof awkwardly. “Yes?”

“Uh, sorry, Princess, but did you just call him Starswirl?”

“Oh, yes I did.” Celestia answered as Starswirl gave a frustrated groan.

“As in the Starswirl?” Thistleroot asked, eyes widening and the corners of his mouth twitching up in disbelief. “Starswirl the Bearded. Or, I guess Starswirl the Shaved. I mean, there were rumors and theories that he was still alive but—”

“Thistleroot, this isn’t the best time for that.”

The small smile dropped from his face. “Oh, yeah. Sorry.”

“If you two are quite done, we need to figure out why Lirean had her changelings attack.”

“Wasn’t it to,” Thistleroot hesitated before deciding on his next word, “capture Scootaloo?”

“Doubt it,” Starswirl answered. “Or at least, I doubt that was the only reason. If they were just after her, a small team hitting her without warning would have been more effective. They had another motive.” He looked up to the princess. “What do you think, diversion? Keep the guards occupied to find something in the castle?”

Princess Celestia nodded. “They didn’t enter Canterlot Tower, that was the first thing I checked. The elements are still safe.”

“Wouldn’t the changeling’s know what they were after?” Thistleroot asked.

Starswirl shook his head. “They don’t need that kind of information to act as a decoy, and Lirean knew some of them would be captured. We’ll interrogate them, but it won’t come to anything.” He sighed. “Princess, I think it’s time we stop beating around the bush with all of this.”

“You’ve heard my answer. I won’t repeat it.”

“Now, just hear me out for a second. We don’t need to go tearing the answers out of his head. A little verus lactiflora will get the job done.”

Seeds of Truth, Thistleroot translated automatically. A plant with several magical properties and the only known cure for the cutie pox.

“It’s still illegal,” Celestia said.

“You wrote the laws!” Starswirl said in a huff of frustration.

“And they’re pointless if I just ignore them any time the need arises. We will not compromise Star Shine’s free will.”

Starswirl sighed heavily. “Can you at least bring him in? It won’t hurt to question him again.”

Celestia nodded and turned toward Thistleroot. “I believe that’s all we can do for now. If you want to wait for Shining Armor, I can ask him to send a guard to escort you home, Thistleroot.”

Thistleroot nodded thoughtfully before blinking. “Princess, would it be okay for me to stick around?”

Celestia pursed her lips. “If you want. Actually, that’s probably for the best. The changelings know where you live. It would certainly be safer.”

“Yeah, that too.”

Celestia arched an eyebrow. “That too?”

“Well, I kind of feel some of this is my fault, since she gave me the necklace, and I want to do what I can to help. Just until they find Scootaloo.”

Starswirl gave an agitated groan and Celestia shot him a glare. “You have nothing to feel guilty of, but I see no problem with that,” she said, offering him a reassuring smile. It only lasted a moment before being replaced with a thoughtful frown. “Actually, Thistleroot, why don’t you wait with us for Star Shine?”

“Huh?” Thistleroot answered eloquently.

“Celestia, hall,” Starswirl said, turning and stomping past Thistleroot.

“This will only take a moment,” Celestia promised. “Make yourself comfortable.” She left Thistleroot alone in the throne room as he still worked to wrap his head around her last offer.

*****

Starswirl was waiting for her out in the hall, eyes dark and expression more gruff than usual. “Just what are you playing at?” he asked.

“He’s already been kidnapped once,” Celestia said. “The closer he is to me, the safer he is, and he asked for some way to help.”

“Uhuh,” Starswirl said. “Those are all nice justifications. Now what’s the reason?”

Celestia sighed. Her old teacher always was able to see right through her. “Does it matter?”

“I know that look you get when you’re hatching some plan, and it’s never good news. That and your habit of letting kids save the world...” He trailed off.

Celestia arched an eyebrow.

“Don’t look at me like that,” he said. “Nightmare Moon, Discord, Sombra.”

“Luna and I were only children when we saved you from the specters, if I recall.”

“That’s different. This kid is too soft. He won’t even admit that this filly is probably—”

“It just so happens that I’m holding off on that conclusion myself, thank you,” Celestia said.

“Point being, he ain’t no destined hero. He can’t even fight off a pair of changelings.”

“Your concern is noted. I don’t plan on asking him to wield the Elements of Harmony, but he’s already been dragged into this mess, and if he wants to help, I intend to give him a chance.”

Starswirl dipped his head. “If I’d known we’d be playing babysitter, I’d have stayed in Mexicolt.”

*****

Thistleroot paced nervously across the throne room, glancing over his shoulder at the door every few seconds. Maybe he’d misheard. When he asked to stay and help, he meant helping cleaning the mess from the attack or cooking for the wounded or something. Why would Celestia want him there while they questioned Star Shine?

Maybe she wanted him nearby so that he’d be one of the first to hear any news about Scootaloo. They would bring any word straight to her, so if he was kept nearby, he wouldn’t have to wait as long.

Thistleroot dropped to his haunches. The fact that he’d asked her for a favor at all should have been more surprising than it was. A few weeks ago, he’d never even met their monarch, and now...

Now he was sitting in the throne room.

Thistleroot gave a nervous chuckle as he turned his head to get a good look in every direction. It was the actual throne room, where the princess issued royal decrees and governed their entire country. And he was there.

The throne caught his eye. Tall, majestic, trimmed in solid gold. He’d never imagined he’d be so close. Would she mind if he touched it?

He edged closer and tapped the golden arm of the seat with a hoof. Another nervous laugh. He’d touched the royal throne. He glanced over his shoulder again, to be sure nopony was watching. The room was empty.

“All hail the mighty lord Thistleroot!” He declared, hopping onto the throne with a goofy grin. “Off with his head! Raise the taxes!”

The door at the end of the room opened, and he fell out of the throne into a heap on the floor. “I didn’t, I swear!”

*****

“Princess,” Star Shine said in greeting as he was walked into the throne room, escorted by two guards. His dark blue coat and silver mane were less well groomed than usual, but he still wore a confident smile. “And Thistleroot, so good to see you again.”

“Yeah, you too. How’s the head?” Thistleroot asked, mimicking a chopping motion.

“I told you not to talk,” Starswirl said.

“Sorry,” Thistleroot said, miming a zipper over his mouth.

“I’m surprised to see you here,” Star Shine continued as the guards hoofcuffed him to a chair set before the throne and withdrew. “I didn’t realize it was bring your colt to work day in the Royal Guard.”

“We want to know what the changelings are after, Star Shine.” Celestia said.

“Too bad,” he answered.

“Don’t be so quick,” Starswirl said. “Maybe you should wait and hear what happens if you refuse.”

“Oh? Are you going to tear the answers out of my mind? Compel me to answer? Torture me? And here I thought you were all ponies, not changelings.”

Starswirl sighed. “Well, we asked nicely, princess. Anything else we can try without breaking your candy coated laws?”

“As a matter of fact, there is something. Would you join me out in the hall again?”

Starswirl’s ears perked up curiously. After a moment of thought, they drooped again and he led the way.

“We’ll only be a moment,” Celestia said to Thistleroot.

“Wait, you’re not going to just leave me in here with him?”

“You’ll be fine. There’s a dampening effect over the entire room and guards are just outside the doors. Just keep an eye on him.”

Thistleroot hesitated. “Yes, princess.”

“Have another go at the throne if you want, it suited you well,” she added with a wink before turning away.

“I was hoping nopony saw that,” he groaned.

“This is a waste of time,” Star Shine said when they were gone. “Nothing Celestia is willing to do could compare to what the changelings would do to me if they even thought I was a traitor.”

“What about a bribe?” Thistleroot mused.

“Excuse me?”

“Oh, I was just thinking, what if instead of threatening you, they offered you more than the changelings are? I mean, your friends haven’t even helped you break out. The princess could pull a few strings.”

Star Shine laughed. “I doubt your princess would be willing to offer me an entire city all my own. Even if she did, I couldn’t keep it a secret if I just strolled out of prison. Lirean would have me killed within a week. I’ll take a few weeks of jail if it means throwing my chips in with the winning side.”

Thistleroot grinned. “Makes sense.”

“It does, doesn’t it?” Star Shine agreed. “I don’t even know what Celestia thought she would accomplish bringing me here.”

“She underestimated you,” Thistleroot said. “I know the feeling. Ponies are always underestimating me. Remember?” He mimed a chopping motion again.

Star Shine’s face soured for a moment, but then he laughed. “A mistake I won’t make a second time, I promise.”

“Good, that would just be insulting.”

“At least you understand though. My so called superiors all thought I was a mindless pawn. They never thought I’d catch on.”

“Catch on to what?” Thistleroot asked.

Star Shine arched an eyebrow. “It’s nothing that concerns you. Just suffice it to say I know more about them than they wanted me too. Enough to guarantee a very sound future.”

Thistleroot shook his head. “Well, you’ve just got everything figured out. We’re not going to get anything from you.”

“No, I don’t think you will,” Star Shine agreed.

“In fact, your future is so guaranteed, we should just let you go,” Thistleroot said, an exagerated look of defeat on his face.

“Sorry, what?”

“Well, you’re obviously going to be freed by your friends soon. There’s really no point in prolonging the inevitable. Imagine how much money the state would save by releasing you early.”

Star Shine rolled his eyes. “The sarcasm is a little overdone.”

“What sarcasm? I am completely serious. I can go get the key to your cuffs right now, if you want. We’ll even give you a few guards to keep you safe from any vigilantes that saw you in the paper and transfer a few million bits to your bank account as an apology for locking you away.”

The look on Star Shine’s face froze.

“I mean, as long as none of your allies find out and jump to the wrong conclusions. Queen Lirean will take her time and investigate the matter properly, right? I’d always heard she was a very even tempered queen.”

Star Shine finally managed a forced chuckle. “Make it seem like I turned traitor? Celestia wouldn’t. It’s no different than killing me herself.”

“Hey, nopony said anything about killing you,” Thistleroot said. “We’d just be letting you go. I mean, the princess can’t be held responsible for every idiot that gets himself into trouble by thinking he’s got everything figured out.”

“She wouldn’t,” Star Shine said.

“Let’s find out,” Thistleroot answered, turning and making his way to the end of the room. He pushed the door open slightly to find the princess and Starswirl standing outside. “Princess, can I borrow the keys to Star Shine’s cuffs so I can let him go?”

Star Shine rolled his eyes again. “Overactor.”

Thistleroot came back a moment later, a key in his mouth. He wordlessly began uncuffing Star Shine from the chair.

“I’m still not falling for it,” Star Shine said.

*****

“They have the best jelly filled donuts here,” Thistleroot said as he waved to Pony Joe. “And I’m pretty sure none of the waitresses are changelings in disguise.”

“Pretty sure?” Star Shine asked, a strong quiver in his voice.

“Yeah, like fifteen, maybe even twenty percent sure.”

*****

“They were using mind reading magic on the statue of Discord. In other news, I’ve never seen somepony so eager to go back to jail,” Thistleroot said. “I guess some ponies just really really hate pastries.”

A Bucket Full of Crazy

Scootaloo was missing. Thistleroot had held out hope for as long as he could, but after a day and a half with no word from her, he had to accept it. At the very least, they hadn’t found her body, so there was a good chance the enemy still needed something from her and had captured her.

The first day after the attack, Thistleroot had been given the entire story in bits and pieces as Celestia went about her other duties. The chaos from the attack quickly turned to a surreally calm aftermath. Once guards were organized and the injured transported, she made rounds to visit them in the hospitals, met with Shining Armor to discuss increased security both at the castle and the city limits, and even held court as usual.

As they moved between each, she told Thistleroot about the Elements of Disharmony, a set of magical artifacts Discord created to counter the Elements of Harmony. Since the elements were Equestria’s strongest magic, it would make sense for an attacking force to search for a way to nullify them.

“Still,” Celestia said as a young clockmaker whose shop had been damaged in the attack left the throne room and the guards waved for the next petition to enter, “I didn’t expect something like this. To look into the mind of Discord? I shudder to consider what that would do to a pony.”

“What do you mean?”

“Well, when you use magic to look into somepony’s mind, you see a bit of what they are. Discord is so old and so powerful, the image would be burnt into your mind forever, and what he is could drive somepony mad.”

They fell silent as the next pony came to a stop before the throne.

*****

“Princess,” Thistleroot said as they left the castle to check on the relief station at the center of town, “Why are you telling me all this?”

“Why shouldn’t I? You are the one who helped us learn what they were after.”

“Well, with everything else going on, you’ve got a lot on your mind. And I really didn’t do anything special. Star Shine gave me the idea and I just rolled with it. I don’t know how much help I can really be, so the time you’re using to fill me in could be used doing something more important.”

“Don’t count yourself out just yet,” Celestia said. “You’d be surprised at how much one pony can do.”

“Said the immortal god pony with phenomenal cosmic powers,” Thistleroot shot back without thinking. He slammed his mouth shut, giving the princess a worried glance, but she only chuckled.

“And yet, when Nightmare Moon tried to take over, when Discord broke free and began spreading chaos for the first time in a thousand years, and when King Sombra tried to reclaim the Crystal Empire, it was a dressmaker, farmer, weather pony, party planner, animal caretaker, and a student who put a stop to them, not the immortal god pony.”

“Oh come on, they hardly count,” Thistleroot said. “They’re the Elements of Harmony.”

Celestia chuckled again. “Well, agree or disagree, you have my answer. You’ve already helped us, and if you wish to continue to do so, I see no reason to stop you.”

*****

The next afternoon, Thistleroot had left the princess’s side to see if he could find anything on his own to help with. Most of the mess from the attack had been cleaned up, and the more essential shops were opening for business, some selling their produce in stands outside the ruined shops.

He could help with the efforts to repair the ruined buildings. With a grin he found a group of ponies carrying lumber and tools. They were happy to accept his help, and he eagerly started on his part to help the community.

He was asked to leave the third time he lost his grip on the hammer by an angry earth pony with a large lump on the side of his head.

He eventually found his way to Canterlot General Hospital. He’d visited with the princess the day before, and was glad to see it was already beginning to clear as the ponies with more superficial injuries were sent home. Apple Bloom had been there the previous evening, and after waiting several hours as more serious cases were taken care of, had her leg examined. They confirmed that it had been a sprain and suggested rest.

With fewer patients, there was also less need for volunteers, and despite his promises to be very careful, nopony seemed keen on letting him assist in surgery. He finally gave up and found the elevator. He read the directory next to it, wondering if any of his friends from the school were there.

The burn center on the third floor had seen the most action from the changeling attack. Other floors had been relatively unchanged, such as the cancer and psychiatric centers.

Thistleroot blinked. After a moment he hit the call button, entered the elevator, and carefully depressed the 3 button with his horn. A short elevator ride later, and he was in yet another sterile white hall. On the wall across from him was a sign pointing to the right and the words “Psychiatric Unit”.

He stepped up nervously to the front desk. “Uh, hello?”

“Hello,” the receptionist answered. “Visiting?”

“Yes. Well, I’m looking for somepony. I’m not sure he’d be here.”

“Visiting is for family only.”

“Oh, he is family,” Thistleroot back peddled. “My uh, my grandfather. He went missing during the changeling attack. The attack ten years ago traumatized him, and he’s never really been right in the head. We were worried that the attack two days ago set him off.”

“I see. What’s his name?”

Thistleroot glanced around the room desperately. “S... uh, Sa... Sparkle? Sparkle Spell.”

The receptionist flipped through a list and shook her head. “Sorry, no Sparkle here. Oh, there was a John Doe brought in yesterday after somepony saw him lose a fight to a garbage can.”

“A baker?”

“No, John Doe means nopony knows his real name. Is your grandfather an orange unicorn, tall with green eyes and a cloud shaped cutie mark?”

Thistleroot’s face lit up. “Yeah, that’s Papa Sparkle.”

“Uh, mid to late thirties?”

The smile froze. “He’s a lot older than he looks. Spends a lot of the time at the spa.”

“I see,” the receptionist said. “Well, we’ll need some paperwork before we can release him to you.”

“Of course. Uh, can I go say hi first? Make sure he’s okay?”

“Go ahead. End of the hall, around the corner, second door on the right.”

Thistleroot made his way to the door and eased it open. “Papa Sparkle? You in here?” He entered and shut the door.

“Click,” somepony said behind him as the door closed. He turned to see a gangly unicorn sitting on the bed. On his flank was a cloud, like the nurse had said, but with several smaller clouds underneath it. Thistleroot was reminded of a thought bubble from a comic book.

“Oh, uh, hello. I hope it’s okay for me to come in and talk to you?” Thistleroot said. The pony just grinned. “Right, okay. So, uh, how’s it going?”

The orange pony threw his head back and began howling with laughter. Thistleroot jumped back, ears falling flat. After almost a full minute, the laughter subsided.

“Well, aren’t you a bucket full of loose screws?” The orange pony’s grin widened at the joke.

“So, uh, I guess I should cut to the chase. Uh, do you know anything about Discord?”

The orange pony’s eyes bulged and the smile turned into a pained grimace, but a second later he threw his head back and laughed.

“So, is that a yes?” The pony answered with a girlish giggle. “No then?” Another giggle. “What about the changeling queen? Can you even understand me?” For a second he thought the pony was nodding, but the pony’s head bounced up and down faster and faster and his entire body started swaying with the motion.

“Uh, are you okay?” The rocking stopped. “Look, if you can understand anything I’m saying, I just need help finding my friend Scootaloo.”

The pony just stared at him. Finally, he shrugged. “Sorry for wasting your time. Uh, get well soon, I guess.” He turned to open the door.

“Scootaloo’s in danger.”

Thistleroot whipped back around. The pony was staring at him with huge eyes and a lopsided grin. “And we don’t care, do we?”

“Huh?”

“Scootaloo’s in danger, and we care a great deal. But she betrayed us. She did. We made her a traitor. Doesn’t matter. It does.”

“I’m sorry? What was that about Scootaloo?”

“Queenie came and snatched her up. Gonna be gobbled up by the lies. And we don’t care. Yes we do.”

“Do you know where she is?”

“Where she is? Where she is. We know where she is,” the pony said, leaning closer. Thistleroot leaned in, barely daring to breath.

“Scootaloo... Scootaloo is in... in... trouble!” The pony howled with laughter again and Thistleroot flinched back. “Scootaloo is in so much trouble.”

“Please, I need to help her.”

“Help her? Help her. Why help? She did this. We made her.” The mad pony fell back onto his haunches, Thistleroot seemingly forgotten. “Do we worry about her? We don’t worry. We don’t care. Are we scared? We’re never scared. We are. We aren’t. We’re scared. Scared of stone. Scared of boredom. Scared of time. We aren’t. We are. Help us. No.”

“Is she with the changeling queen?” Thistleroot interrupted. “What do they need her for? What are Lirean and her partner Rose planning?”

The mad pony laughed again. “Not partners, never never never never. Rosie plans, and Liri plans, and even Chrysie plans, but Chrysie is gone, and Rosie is dead, and Liri never plans never plans. But Rosie is gone and her plans are gone, and she’s bad bad bad bad bad bad bad bad bad...”

Thistleroot watched in concern as the pony kept on until he was out of breath, gasped for air, and continued. After a full minute he finally seemed to tire of saying bad and trailed off.

“What about the Element’s of Disharmony?”

The pony fell over, clutching his sides shaking. He managed through the laughter, “Liri plans and Liri plans, but she never really plans. She’ll take them and use them, and no more elements, but Celi beats her anyway. And Rosie gave her another plan, but it’s a lie, and Liri doesn’t know doesn’t know. Rosie wants her gone gone gone gone gone. She wants Celi and Luni gone. She wants them all gone. She wants the first rulers to rule, and the royals gone.”

“The first rulers? What, like Princess Platinum and Commander Hurricane? Like, from the play?”

The pony howled with laughter again.

“You mean ponies? The ponies were here years before the Alicorns. Rose wants to get rid of the changelings and the princesses?” The pony only kept laughing. “How is she going to get rid of the alicorns? Is that what she needs Scootaloo for?”

“She needs Scootaloo because she needs us but not us. And Scootaloo knows us, so she knows us but not us.”

“You? Why would she need...” Thistleroot trailed off, a horrible thought occurred to him as ice settled in his gut. Celestia had told him, the bit of what Discord was would be burned into a pony’s mind forever, but even she probably hadn’t expected it to be this bad.

“Why does she need Scootaloo? She already got to you.”

“Not us! Us but not us! We hid it there, and she wants it and she can’t get it and Scoots can. Scootaloo. Scoots. No.”

“What does she want?”

“It.”

“What is it?”

“If Liri wins, Changelings get Canterlot. If Rosie wins, no one gets Canterlot.”

Thistleroot swallowed. “What do you mean by that?”

The mad pony leaned in again, all traces of laughter gone. “Boom.”

“Boom?”

“BOOM!” The pony threw his arms into the air for emphasis. “But not a fun boom. An old boom. Old old old old old and bad bad bad bad bad.”

“An old boom?” Thistleroot asked. “That doesn’t even make sen...” he trailed off, realizing how dumb that comment was.

“Old,” the pony answered, nodding seriously. “Old.”

“How old?”

“Older.”

“Older than what?”

“Yes.”

A knock came at the door and the receptionist opened it. “Excuse me, sir? Visiting hours are over.”

Thistleroot frowned, but decided it was a good time to go to the princess anyway. She’d probably be able to get more out of him, and maybe even help him a little. “Alright.” He made it to the door, but turned back to the pony grinning at him from the bed. The pony’s contradictions through the conversation had confused him, but they all seemed to be about Scootaloo. Given what he knew now about her, it started to make sense, and he had one last question. One that he was sure Scootaloo must have asked herself.

“Do you hate Scootaloo?”

The mad pony cocked his head. “Do we?”

“Uh, sir?” The receptionist said.

“Just a second.”

“We did. She did this to us. She betrayed us. We made her a traitor. She betrayed us. We betrayed her first.” The pony fell silent for a long moment. “She’s sorry.”

“I don’t,” the mad pony said.

“I don’t either,” he agreed with himself.

Looming Shadows

“It was like he thought he was Discord,” Thistleroot said as he, the princess, Starswirl, and half a dozen guards hurried through the streets of Canterlot. “Kept saying Rose needs something he hid.”

“Any chance it’s actually Discord leaking out again?” Starswirl asked.

Celestia shook her head. “No. The spell holding him is still secure. Is it possible that a mental imprint could be so strong?”

“From somepony like Discord? I’d be surprised if it wasn’t. What else did he say, boy?”

“He said that Rose and Lirian aren’t really allies, and that if Rose wins, Canterlot will go boom. Rose wants to get rid of the Alicorns and let ponies rule themselves, since we were here first. Oh, and she plans on letting the princess beat Lirian. I guess she’s convinced the Changeling queen that she can win if they get rid of the elements.” Thistleroot turned along the sidewalk and led the way up to the front doors of the hospital.

Nopony moved to stop them, and the few ponies still in the halls gave the princess and her guards a wide berth. It was peaceful along the first floor hall as the night shift took over. They made the elevator, and as they couldn’t all fit, Celestia stationed the guards outside while the three of them rode up.

The third floor was in chaos. Nurses rushed past, one nearly knocking Thistleroot to the ground in her hurry. Celestia traded an alarmed look with Starswirl and they urged Thistleroot to lead the way.

The harsh lights seemed out of place in the otherwise sleepy evening. They seemed to emphasis the sterile white of the hospital, the cold desperation of the ponies around them. The entire scene felt surreal to Thistleroot. He turned into the hall with the mad pony’s room and hesitated. The door to the room was open wide.

“Princess?”

“Wait here.” The princess started forward, but before she could move more than a few steps, a gurney appeared at the door and was hurriedly pushed into the hall. Nurses and doctors fluttered around it, and one greying stallion was giving orders in a quick, concise voice.

The princess hesitated as they drew closer, and the nurses did the same. After a moment, one brave mare gave a cough, said “Excuse me, Princess,” and shouldered her way past. The princess moved aside to let them by.

Thistleroot saw the patient’s face between two of the medics as they passed. The patient’s eyes were frozen wide in horror, orange muzzle twisted in a silent scream. Thistleroot’s stomach turned to ice.

The shouting doctor and frantic nurses were all just a formality. The mad pony was already dead.

*****

“Well, this is certainly a surprise,” Star Shine said as one of the guards turned the key and pushed his cell door open. His days in prison had started to show. His mane was less tidy than usual, and faint lines had appeared beneath his eyes. “Are you here to free me, or will you finally be silencing me.”

“That is entirely up to you,” a voice said. Rose Thorn stepped into sight and dismissed the guards with a nod.

“My dear Rose, looking true to your name as always.”

“Now’s no time for flattery, Shine,” she said.

“Who said anything about flattery, Thorn?” he shot back.

Rose cast him a dangerous look. “The time to move is rapidly approaching, and there is still much to do. The queen wants you moved. She fears our enemies may become desperate and take what you know by force.”

Star Shine nodded. “And I would assume you’d rather let me rot for now? After all, what I know puts more than just her plans in danger.”

“Yes, yes. You’re so clever, you have something over me, I get it,” Rose said. “Of course, it would serve everypony’s interest if you just died, so you should keep that in mind.”

“Noted,” Star Shine said, maintaining his air of casual boredom. “I’d be dead already if I couldn’t serve some other use, so what do you need from me?”

“Your backup files on the Cutie Mark Crusaders, for starters. The originals were seized in your investigation.”

Star Shine raised an eyebrow. “I was under the impression that the original plan was scrapped with my arrest.”

“It was. The queen believes some of our work with the youth of Canterlot can be salvaged for the final assault.”

Star Shine thought about it for a long moment and nodded. “That might just work. I’ll bring them as soon as I can.”

“Good,” Rose said. She paused and added, “She won’t win, you know. Even if I’m killed tonight, Celestia will swat her down like the bug she is.”

Star Shine gave a small smile. “Worried I’m rethinking my loyalties?”

“Are you?”

“No. I may not be invested in your cause, but I know what’s best for me. Celestia won’t give me my freedom at this point, let alone even a shred of the influence I’ve sacrificed, and Lirian will have me killed the moment I’m of no use to her.”

“Good.”

“How are things going with Scootaloo?”

Rose frowned. “You’ve guessed that as well?”

“My dear, I didn’t obtain my position through looks alone. I graduated valedictorian from that school. You wouldn’t have sabotaged my memory spells unless she was still useful to you, and if you wanted her dead, you would have done it yourself. You wanted her taken to the hive. I wouldn’t be surprised if you had a changeling there to assure her escape.”

Rose shook her head, giving him a small smile. “You really are an idiot, Shine.”

“Oh?”

“You’re always so quick to boast, to prove that you know more than you should, or that you’re so clever. Somepony will end up killing you for that eventually, just to keep you from running your mouth. It’ll probably be me.” She turned away. “It’s better to look a fool than to be one.”

Star Shine chuckled. “Where are you off to?”

“I have to talk to some friends about loose ends. One of your messes has been running free for much too long. Bring those records tonight.”

“Of course.” Star Shine turned down the hall to find the guards Rose had sent away. “Well gentlecolts,” he said, “lead the way.”

*****

Even the princess can’t get around this part, Thistleroot thought with a humorless smile. The princess stood in the waiting room, statue like, mane floating gently about her face, baring as regal as ever. She looks better at it than the rest of us though.

They’d been waiting for the better part of three hours with nothing but boring walls, old magazines, and older coffee. It wasn’t as nerve wracking as it might have been. They weren’t waiting to hear if he’d make it. They’d only waited a few minutes for confirmation that he hadn’t. Now they were just waiting on the why and how.

Thistleroot knew why. They’d found the mad pony fighting a garbage bin in some alley. The changelings or crusaders had lost track of him in the confusion of the attack, and had spent the next two days searching for him. They’d finally found him.

It was another half hour before the doctor returned. A pathologist, Thistleroot thought. The princess had ordered that the autopsy be completed as soon as possible. Post-mortem examination, Thistleroot corrected himself.

“Princess,” the pathologist said nervously in greeting, unsure of how to compose himself.

She nodded, smiling kindly, and he relaxed just a bit. “What happened? I saw some marks on his neck when they wheeled him past.”

“Uh, yes. The patient showed several ligature marks of varying severity, as though somepony had attempted to strangle him at least four times.”

Celestia nodded, shivering almost imperceptibly. “And that’s what killed him?”

The pathologist shook his head. “That was my primary diagnosis, but after further examination I didn’t find any signs that would suggest death was caused by strangulation. Actually, I believe he died of cardiac arrest.”

Celestia blinked. “His heart gave out?”

The pathologist nodded. “Tests we’d conducted on his admittance showed no signs of heart problems. My best guess between the ligature marks and the cause of death is that he was scared to death.”

“Is that even possible?”

“Well, theoretically. The rush of adrenaline cause by the fight or flight response can force the heart to over-exert itself, but I’ve only ever heard of it happening in ponies with multiple prior risk factors. As far as I can tell, this pony was perfectly healthy, if a bit mentally unstable, and he just dropped dead of fear.”

Celestia nodded. “Thank you, Doctor.”

“Uh, Princess? Do you think whoever did this is still in the hospital?”

“I doubt it, but I’m going to leave my guards here, and send more when I get to the castle,” Celestia turned to Thistleroot and Starswirl. “Let’s get back then. Sterling Silver, Thunder Wing, please stay here for the time being.”

The guards were hesitant to stay behind, but the princess was adamant. Finally they agreed and she stationed one on each floor before leaving for the castle.

“You know what killed him, don’t you, Celestia?” Starswirl asked.

“A specter,” she answered soberly. “I thought we’d finally driven them from Equestria.” She shook her head sadly. “Twenty years we’ve gone without a murder.”

“Yeah, well it couldn’t last forever.”

“Couldn’t it?”

“Uh, Princess?” Thistleroot interrupted, “what’s a specter?”

“It’s a type of non-pony,” Starswirl answered. “Related to Changelings and Windigos. Except instead of feeding on love or anger, they feed on fear.”

“Oh. Fun.”

“Despicable creatures,” Starswirl said. “Been around longer than just about anything else. Got closer to eternal night than Nightmare Moon ever dreamed of.”

“And now it looks like they’re working with the changelings,” Thistleroot said.

“Looks like it.”

*****

The investigation into the mad pony’s death brought up little. The royal guard had eventually found his family to deliver the news.

His name had been Day Dream. He’d been a student at Celestia’s school several years earlier, when it was still just for unicorns, but had dropped out after his first year.

Thistleroot wondered for the thousandth time if it was his fault.

The mad pony had only been killed after talking to him. Was it possible that the crusader’s knew his whereabouts already, and had only decided to kill him because Thistleroot had found him?

He wanted to do something, find some way to help. The princess was busy all the time now, meeting with the guards in charge of the investigation, going over Canterlot’s defenses again and again. Thistleroot found himself moping alone in his room more and more, going over his actions and wondering if he could have done anything different.

This isn’t like you, he thought. Angsting over your actions like some teenager from a b-grade romance. Then again, Swan Belle’s biggest problem was that her boyfriend was a vampony. Not that he would know anything about that book. Or its four sequels. Cool ponies like Thistleroot didn’t read filly lit.

“I need to get out of here,” he finally said aloud and started for the hall. The guards had stopped giving him odd looks when he passed, finally familiar with his face. One or two even nodded as he made his way down the stairs and out the front gates of Canterlot Castle.

He considered several of his favorite places. He could grab a bite to eat at Pony Joe’s or Olive’s Garden. Or he could drown his worries in bad karaoke and tacos. Finally he settled on visiting his apartment first. He hadn’t watered the plants in almost a week.

He took the familiar main road, turning onto Lincolt, and was pleased to see that everypony was going about their daily lives. There was a bit more tension in the air than he remembered, but the damage from the changeling’s attack was being repaired quickly.

He pulled the spare key from behind the number plate and unlocked the door to his apartment. It was just as he remembered it, with a little more dust. The dining room table was propped up on milk crates, its broken leg still resting on top. He never had gotten the story behind that.

His eyes widened in horror as he reached his bedroom. “My ficus!”

The plant in question, a small vibrant shrub he’d just gotten, had fallen from the windowsill. Its pot lay in pieces on the floor, and its leaves were wilted and spotted with brown. “No,” he cried out, cradling the poor moraceae. “Not like this. You were much too young. It wasn’t your time.”

A soft thump came from outside his bedroom, and his ears perked up. He dropped the plant and picked himself up slowly. “Hello?”

Hoofsteps drew nearer, and his bedroom door creaked open slowly. He lifted the ficus in a telepathic grip. “I’m armed.”

The door swung completely open. Thistleroot’s first thought was of a changeling, but as he prepared to swing the plant down onto its head, he realized he was wrong. It may have had a black coat, but the creature standing before him was most definitely a pony.

It was an ugly pony, to be sure, but in an almost cute way. It had a bristling black coat and big, bright blue eyes. It didn’t have a horn or wings, or a mane or tail for that matter. It was also thin, unhealthily so.

“Uh, hey there, little guy,” he said, lowering the plant just a bit. “Uh, can I help you?”

The little pony started shaking its head, and Thistleroot realized it did have a mane. A short one. Except it was getting longer. The black mane was gathering around its head like a billowing sail, quickly growing larger than his own, cascading down the pony’s shoulders, flowing down its legs, and pooling on the ground.

“Ah, ponyfeathers,” Thistleroot said, lifting the ficus to peg the little freak.

He was too slow. The mass of dark mane shot across the room like a whip, striking him under the chin and disrupting his levitation spell. For the second time, the fragile plant fell to the floor in a pile of its own soil.

Thistleroot flinched back as the dark stuff which he was beginning to doubt was a mane coiled back, spinning around the black pony like a lasso. It lashed out and he threw himself sideways, barely dodging the blow.

His victory was short lived. The black rope never slowed as it whipped around, striking from behind like an angry snake. He turned to focus on it and another tendril seized him from behind, wrapping tightly around his neck.

His vision blurred as he struggled to draw breath. His hooves felt numb and he couldn’t concentrate on any spells. He’d realized too late what the pony was, realized it when it’d seized his neck. It was a specter, the same thing that had killed Day Dream. It was going to kill him next, and there wasn’t anything he could do to stop it.

Panic set in. He kicked his legs frantically, tried to pull at the leash around his neck. He knew at the back of his mind that fear was what the thing wanted, but it hardly mattered. Thistleroot was afraid. He was terrified.

His hoof caught on something else as it pawed at his neck. A chain. His eyes widened, and he felt his way down to the charm at the end. It was warm to the touch.

Help.

Air rushed to his lungs as the specter released him. The charm burned in his hooves. His bedroom shone like the sun, even through his closed eyes. A cry rang out, like a song, reverberating off his bones. A moment later, another cry rose above it, one filled with fear and pain.

The light and noise faded. His eyes focused. The room was in shambles, the plants all tossed about. Some of them had been burnt to a crisp. Where the specter had stood was only a dark smudge on the ground.

Staring at him, perched atop his bedpost, was a brilliant red and gold bird.

“Well,” he said, voice a sore rasp, “hello there.”

*****

The princess arrived less than a minute later. Her guards arrived several minutes after that, winded and wide eyed.

Thistleroot learned that the bird’s name was Philomena, and that she was a phoenix. He thanked her again, still a bit dazed and unsure of whether or not she even understood. He was brought back to the castle and examined. After being assured that there would be no lasting damage, he recounted the events to the princess, Starswirl, Twilight Sparkle, and half a dozen other ponies. The princess then began giving orders, and other things that Thistleroot didn’t care to focus on happened. He drifted off after a while. His last thought before closing his eyes was that almost dying really took a lot out of a guy.

He awoke to screaming.

The changelings were attacking.

The Battle of Canterlot Part 1

Scootaloo’s wings burned as she pushed herself faster, the weathered stone tablet from the Mad Lands clutched to her chest. Mimic struggled to keep up as they circled Canterlot Mountain. The changeling army had already passed them when they’d left the Mad Lands the previous day, and they’d had to keep a safe distance. Finally, Canterlot had come into view far in the distance and they’d broken off, hoping the two of them could fly faster than the horde of changelings. Fast enough to warn the princess about the Elements of Disharmony and to seal the ley lines Lirian would use to conquer Canterlot.

They had to land just after the city came into view again, far below. The changeling army was outside the city walls, held back momentarily by the dampening spells. The spells had been ramped up in power, creating a visible ripple in the air. Royal guards held the city walls as civilians evacuated out the back side of the mountain. Scootaloo could barely make out a splash of pure white at the top of the Canterlot tower.

Before she could ask why the Princess was staying out of the battle, a crack split the air. Part of Canterlot’s outer wall crumbled and changelings flooded into the city. Princess Celestia shot from the top of Canterlot Tower, crossing half the city in the span of a second and throwing waves of changelings out of the city in a white flash. The changelings redoubled their efforts, swarming the weak spot in the defenses. Scootaloo couldn’t make out any actual details, only the mass of black and the flashes of white.

Mimic stood rigidly beside her, looking down at the battle.

“We should keep moving,” Scootaloo said. “Once we talk to the Princess or Twilight, we can go find your brother.”

“I can’t,” Mimic said softly. After a moment, she shook her head. “Give me that seal.”

Scootaloo clutched the seal closer to her chest and backed away awkwardly on her other three legs. “Mimic, think about your brother. He’s not going to be safe if we don’t—”

“Scootaloo,” Mimic snapped, “I get that. Give me the seal, and I’ll go take it to that cave you mentioned.”

“Oh,” Scootaloo said, relaxing a bit. “But you just said you couldn’t...”

“I can’t go down there to find my brother,” Mimic said impatiently. “The second I got close to that field, I’d fall out of the air.”

“Oh,” Scootaloo said again.

“Now give me the seal and go find your princess. The sooner she fights Queen Lirian and ends her stupid plan, the better.” Mimic looked back down at the city. “More changelings are just going to get hurt if she forces them to charge in without magic.”

“I didn’t even think about that,” Scootaloo admitted.

“Of course you didn't,” Mimic said with a sneer. “They’re the enemy. Now stop talking and go!” Scootaloo flinched at the sudden shout and hastily pushed the stone seal to Mimic before taking off.

The city rose quickly toward her as she glided down. The flashes of Princess Celestia’s magic were still visible at the edge of Canterlot, so with a smile, Scootaloo angled toward the front lines.

*****

Thistleroot edged toward Canterlot’s North Gate with the rest of the civilians. Ponies crammed together in the narrow street, struggling to get out of the city just a little faster. The smell was terrible, part sweaty bodies all mashed together, and part something else. Some intangible quiver of fear in the air.

Thistleroot had argued with the princess’s order to evacuate, but eventually gave in. A not insignificant part of him was glad for the excuse to run. He wasn't a fighter, he was just a student. A smaller part of him hated that part.

“Pal!” he called, seeing a familiar splash of green. He nudged past a pair of pegasi and reached the painter. “Glad to see somepony I know.”

“Uh, yeah,” Pal said with an awkward shrug.

Thistleroot was cut off by a younger pony and had to stop abruptly. An older pony was unable to stop in time and ran into him from behind, nearly sending him into the dirt. “I have to say,” Thistleroot said as he clung to Pal for balance, “this could have been better executed. Two out of ten at most. Would not evacuate again.”

“Uhuh,” Pal said, barely pausing to throw him a confused glance.

“You got family somewhere in the crowd? I could help keep my eyes peeled for them.”

“No,” Pal said shortly. After a moment’s hesitation, he asked, “You?”

“No, I got them to visit Aunt Lemon in Dodge a few days ago.” Something caught Thistleroot’s eye and he stopped to look up at the streak of white light in the sky. He was forced forward again a moment later by the flow of evacuees.

“Princess Celestia,” Pal noted.

“Yeah. She said she’d be waiting, watching the battle unfold until she was needed, all while keeping her commander’s informed of changeling’s movement’s through magic.”

Pal glanced at him, eyebrow raised.

“What can I say?” Thistleroot said, bobbing his head in a cocky strut, “I’m in the know these days.”

“Oh?” Pal asked. “Anything else you’re ‘in the know’ about?”

Thistleroot grinned at finally getting more than one word from him. “Well, you see the shimmering effect all around the city? Those dampening effects have been in place for years, constantly taxing changeling magic to make it harder to keep their shapes changed, but they’ve increased the power for the invasion. It’ll burn them out after a few hours though, otherwise they’d always have them this strong.”

Pal rolled his eyes. “Yeah, we all already know about the dampening fields.”

“Oh yeah,” Thistleroot said, carefully sidestepping an arguing couple and looking back at Pal. “Ever hear of a specter?”

Pal blinked, but shook his head a moment later. “What are they?”

Thistleroot didn’t answer right way. He’d come to a stop after looking back. He didn’t seem to notice a short mare nearly plow right into him. Pal looked back to see what had distracted him.

An orange dot against the blue sky dipped out of sight behind the houses of Canterlot.

*****

“Just let me through!” Scootaloo pleaded, but the two guards just pushed her further back. The wall was less than a block away, and the din from the fighting nearly drowned out Scootaloo’s voice.

“All civilians should have evacuated by now.”

“I just need to see the princess.”

The guards looked at each other in frustration. Neither knew how to deal with a crazy mare trying to get through to the wall, and neither had the time to babysit her.

“Scootaloo!”

Scootaloo turned back to see Thistleroot running down the street toward her, followed closely by Pal.

“Thistleroot!” she shouted back, smile spreading across her face.

“I knew it was you! Ha ha, I knew you were alive! How did you get here?”

“Long story,” Scootaloo said. “I need your help. We need to get past these bozos,” she tilted her head toward the pair of royal guards and they scowled back in response. “Lirian is making her own elements and we have to warn the princess.”

“She knows,” Thistleroot said.

“What? How?”

“Long story. But there’s something more important. Uh,” he looked back to the guards, “We’ll be evacuating now, I guess. Have a good day and whatnot.” Without waiting for a reply, he circled around Scootaloo and nudged her back into the city.

“We can’t just run away,” Scootaloo protested. “We can still help.”

“Yeah, we will,” Thistleroot said, glancing back to make sure the guards were out of earshot. “Look, this is probably going to sound stupid, I heard it from a crazy guy, but did you happen to get something from a Discord that wasn’t actually Discord?”

Scootaloo stopped dead in her tracks to stare at him.

“Ah ponyfeathers. You did, didn’t you?”

“Yeah, but how did you know that?”

“Long story with a crazy pony. Whatever you found, we need to get it. Rose Thorn is apparently planning on using it to blow up Canterlot.

Scootaloo blinked and looked up to Canterlot mountain. “Oh. We might have a problem then.”

*****

It took Mimic nearly half an hour to find the cave. She’d been expecting a gaping hole in the side of the mountain, maybe flashing lights or a red carpet. The real “most magical place in all of Equestria” was actually underwhelming. Barely more than a split in the stone, a black gash against the white snow.

It was noticeably warmer inside the cave. After stumbling blindly for a few yards, it opened up into a larger cavern. A dim light came from the far wall. It was covered in glowing letters from languages Mimic had never seen. The rest of the room was empty, save a bare stone table.

At the very center of the wall was a message. Scootaloo had said the message would be written in some representation of pure thought that anypony could read, and that it would show the reader what they most needed to hear at the moment. Both of the princesses had looked upon it in their greatest times of need. Mimic eagerly read it, ready to learn whatever great wisdom it would impart to her.

“Do not believe the Queen’s lies?” she read aloud. “That’s it? That’s my great wisdom?” With a disgusted shake of her head, she moved forward, lifting the seal in a cocoon of green magic. As she drew closer, something changed about the table. Faint lines began to glow across its surface in a tangled web. A small square was bare, the lines that would cross over it ending abruptly. Mimic looked at the stone square and found the same lines running across one of its faces. With a shrug, she lowered it toward the table.

“Wait!” She pulled it away just before it touched the table. “Do the glowing lines go face down, or up?” she asked herself. After another few seconds she decided to try it both ways and hope something happened.

“Wait!” Somepony shouted outside the cave. She pulled it away once again as Scootaloo climbed through the opening. “Mimic!” Scootaloo managed through gasping breaths. “Do you still have it?”

“Yes,” she nodded, levitating the stone a little higher. “I was just about to put it on the table and—”

“Don’t!” Mimic flinched.

“Why not?”

“Well, it might not do exactly what we thought it would.”

“Well, what would it do instead?” Mimic asked.

“Uh... blow up Canterlot.”

Mimic blinked.

“Yeah,” Scootaloo said. “Apparently it’s a long story.”

*****

“So, this thing either seals away unlimited arcane power, guaranteeing your princess will be able to defeat the queen, put a stop to the battle, and hopefully open the throne to somechangeling who isn’t crazy, or it’ll blow up the city, and we’re taking the word of a crazy pony?” Mimic summarized.

“Basically,” Thistleroot nodded. They’d met up with him outside Pony Joe’s Doughnuts and after the initial shock and introductions, they’d magicked the door open for a private place to sit and he’d given them a full account of his week.

“Scootaloo? What do you think?” Mimic asked.

“I don’t know. I don’t trust Rose Thorn, so if Thistleroot says she wants to blow up Canterlot, I’ll believe him. But I don’t know why she’d want to, or how it would get rid of the princesses and the changelings. I think we need to talk to the Princess.”

“Yeah,” Thistleroot said. “But how are we even going to get to her? The guards will stop us from even getting close.” He traced a hoof across the table, frowning thoughtfully. “The fighting’s probably stopped for the moment. All those strategists and advisors expected that between the dampening field and the wall, it would turn into a siege until the Princesses fought Lirian. If we could get to her, she’d probably be able to hear us out, if we could just get to her.”

“I have an idea,” Mimic said. “What if I changed to look like a high ranking guard. Then I could tell them I was ordered to bring you to the princess.”

“No good,” Thistleroot said, “Dampening fields are too strong at the moment. You wouldn’t even be able to take the form, let alone hold it.”

“Oh, right,” Mimic said. After a second, she looked up. “Wait...”

“But that does give me an idea. If me and Scootaloo could steal some royal guard armor, we could pretend to have orders to report to the princess.”

“Uh, guys,” Mimic said nervously. “I just realized, I flew down here.”

“But where would we find armor?” Scootaloo asked. “I doubt they have a couple spare sets that would fit us just conveniently lying around the castle?”

“Well, maybe we can jump a pair of guards and steal theirs? It’s not very nice, but desperate times and all that.”

“Like we could take a pair of trained guards,” Scootaloo said.

“Uh seriously, guys, this is important,” Mimic said a little louder. They both looked at her. “Uh, I guess I was distracted with all the talk of cities blowing up, but I flew down here.”

“Okay?” Scootaloo said, raising an eyebrow. Thistleroot’s eyebrows furrowed in confusion.

“Don’t you remember? I—”

“Thistleroot?”

“Pal?” Scootaloo asked as the door swung open. “You took your time meeting us here.”

“Yeah, it’s like I told Thistleroot, I had to...” Pal trailed off as he saw Mimic.

“Oh, don’t worry about her,” Scootaloo said. “She’s friendly. Well, most of the time. I promise she won’t attack—”

Scootaloo was knocked back as Mimic came out of the seat next to her and flew across the room. Pal barely had a moment to react when she reached him and threw herself into a full body tackle, slamming him into the far wall.

“Mimic!” Scootaloo shouted in shock as she and Thistleroot rushed to pull her away from Pal. They both hesitated when Pal collapsed and was suddenly engulfed in green fire. The fire died, leaving an unconscious changeling.

“Double,” Mimic said. “One of my old co-harvesters.”

“But how?” Scootaloo asked. “I thought the dampening fields...”

“They’re not working,” Mimic said. “I should have noticed sooner. They should have made me fall out of the air while we were flying down.”

“We have to go find the princess,” Scootaloo said. “Before—”

An earsplitting grinding echoed through the city, shaking the ground beneath their hooves. The three of them rushed back outside, but nothing had changed. Scootaloo took to the air, hoping to get a better view.

Canterlot’s southern wall had come crumbling down, and the changelings were pushing the surprised guardsponies back into the city. “Scootaloo.” Mimic was flying beside her, facing the other way. Scootaloo turned around. A wave of pegasi were flying up from the path leading out of the city. “They look like they’re running away?”

“The evacuating townsponies,” Scootaloo said, stomach turning cold. Everypony thought the dampening fields were working. If there were changelings hiding among them... She glanced down at the shop where the fake Pal was still lying unconscious. “They replaced the crusaders. They’ve got everypony trapped on that path.”

Long Live the Queen

Nopony moved. Scootaloo’s gaze swung from the stone form of Lirian to the forms of the element bearers with a growing sense of horror. Before anypony could recover, the sound of a single hoof repeatedly hitting the ground echoed from nearby. Somepony was applauding.

Ponies stood aside and Rose Thorn strode into view.

She stood tall, a confident smile in place. “Quite the exceptional student, Celestia. Even I didn’t think Twilight Sparkle would react so quickly to a perceived threat.”

“Rose Thorn,” Celestia said, squaring off against the newcomer.

“Surprised? I can only imagine you would be, after Thistleroot cleared my name at the gala.”

“I don’t know what you’re hoping to accomplish,” Celestia said. “I can put them right.”

“Oh, of course you can. But not immediately,” Rose said. She reached the stone form of Lirian and circled in front of it. “Clever little bit of magic, echo shields,” she said. “Complicated, difficult, but if done right, extremely effective in leveling the field. Between it and everything Discord had discovered about the elements, it was finally possible to get past their defenses. Of course, poor Lirian had falsely believed it would protect her.” Rose shook her head sadly. After a moment of silence, her head came up, horn flaring with pink magic.

Lirian shattered.

Rose turned back to the shocked princess. “Long live the queen.”

“Why?” Celestia asked again. “What are you hoping to accomplish?”

Rose simply smiled and stepped closer. Celestia’s horn brightened dangerously. “Oh, put that away. I’m not going to fight you. Maybe in my prime, but that was a long time ago.”

“Whatever you’re planning, you can’t win. Not while I’m here.”

“Of course. Which is why you’re going to run away.”

Celestia kept silent, watching Rose Thorn. After a few moments, a tremor ran through the ground. Rose smirked. “And there it is princess. Time for you to go die.”

“What was that?”

“The sound of the trail leading out of Canterot beginning to collapse. As you've no doubt realized, the dampening shields aren't working. Hundreds of changelings have been keeping the ponies stalled on the side of the mountain. I give it about ten seconds before ponies start falling to their deaths.”

A collective gasp went through the crowd. Celestia’s expression changed from guarded anger to one Scootaloo had rarely seen on her: fear.

“You can save them, of course,” Rose said. Teleport each and every one of them to safety. A spell that big would leave you exhausted and defenseless. Might even kill you outright. You can ignore them. Beat me here, save the day, and it would only cost you a few thousand lives.” A moment passed in silence. “Well, what are you waiting for? Go!”

Celestia’s horn flared and she was engulfed in a blinding light. The light broke up into half a dozen smaller pieces. One piece charged at Rose, but the unicorn was ready for the attack. She brought up a shield as soon as the princess moved. The light shattered her shield and threw her across the stone road, but not hard enough to kill her.

Another small piece of light rushed along the outer wall, toward where Luna was leading more of the guards. The two largest pieces flew further into the city. One struck the top of Canterlot Tower and the other disappeared into the distance. A huge flash of sunlight lit up the skyline. A fifth flew toward Canterlot Castle.

The smallest piece of light rushed toward the element bearers. It bounced between the five necklaces, hit the gem set into Twilight’s tiara, and then bounced high into the air and streaked through the sky like a falling star, landing far to the South.

Rose picked herself up and shook her mane from her eyes. “Now then. Changelings!” She turned as she addressed one of the shocked armies. “I believe I just killed your queen. Do any of you have a response to that? Ponies?” She turned again. “Your princess may be dead or dying.”

The two sides let out earsplitting roars of outrage and as one charged. Rose smiled and said something to herself, too softly to be heard over the shouts.

A blinding flash of green light and discordant sound washed over Scootaloo. Her stomach turned and she felt the ground slam into her flank. It ended a moment later, but she needed a few seconds before she could see clearly again. She was in the same place she’d been. Rose and all six of the remaining statues stood together. Everypony else was gone. The nearest was on the ground thirty feet away, stirring in confusion.

“And finally,” Rose said to herself before turning to face Scootaloo head on, “The stone tablet.”

Scootaloo felt around with her hoof, found it a foot away, and pulled it tightly against her chest.

“Unnecessary,” Rose said. “I can’t actually touch it.”

“That’s why you needed me?”

“Well, yes and no. I could use anypony to carry it for me. What I really needed you for was getting it from that ghost of Discord.”

Scootaloo shook her head and tried to stand.

“You understand, don’t you Scootaloo? You see just how much work went into this?” Rose thorn gave a proud smile. “I’ve chided Star Shine for bragging about his own cleverness, but sometimes it’s hard not to. Ever since I found out you were in Canterlot. Not only here, but interested in the Crusaders. Guessing what everypony would do. It was a gamble I admit, letting Lirean take you. She might have just killed you. Ersatz might have failed in getting you free and leading you to the Mad Lands. A bit of luck there, you meeting Mimic. He was able to strike up a conversation with her about them and watch it all work out on its own. And now here we are, and all of my gambles have paid off.”

“No they haven’t,” Scootaloo said. “You just said you can’t touch it. I’m not going—”

Rose’s horn flashed and the stone form of Rainbow Dash shot a hundred feet into the air. Scootaloo’s words died off as she watched her adopted sister make a long arc and begin falling back to Earth.

“No! Wait!” Scootaloo shouted, words running together in panic. Rose’s horn glowed again and the statue slowed, but didn’t stop its fall.

“You’ll do what I tell you?”

Scootaloo swallowed, gazed locked on the falling statue. “Yes.”

The statue disappeared in a flash of light and reappeared undamaged next to the others. After a few seconds, long enough for Scootaloo to see it was undamaged, all six of them vanished. “I’ll just hold on to them,” Rose said. “Now, if you would follow me.”

Between one moment and the next, Rose Thorn changed from unicorn to pegasus. There was no flash of light or fire, she simply stopped being one and became the other. Scootaloo blinked. Rose Thorn took to the air like it was the most natural thing in the world to her, pausing a few feet off the ground to be sure Scootaloo was following. With a deep breath, Scootaloo took off after her.

They flew up to the cave in Canterlot mountain. Rose, a unicorn once again, led the way with a glowing horn. Scootaloo remembered the message she’d seen earlier. The one that Luna had said appeared as whatever the reader needed to hear. Earlier it had read ‘don’t believe the changeling queen’s lies’ for both her and Mimic.

“You’re a changeling,” Scootaloo said. “Or something like it.”

“Indeed.”

“But, you don’t glow when you change, and your magic is pink.”

“I’ve had a lot of free time, which isn't something many changelings get. I had a chance to get a better understanding of how things work, and with it the ability to do things that can't be accomplished through brute force. Color is simple really, when you know how light travels. We’re here.”

Before them stood the simple stone room. Glowing lines covered the stone table, and the tablet had begun to glow under Scootaloo’s wing. The message on the far wall was blank.

“It’s already started then,” Rose said, staring at the far wall too. “They thought that part was so clever. Just set it down here.” She pointed a hoof at the bare spot on the table.

“What happens if I do?”

“I’ll tell you what happens if you don’t,” Rose said. “Rainbow Dash dies instantly, followed by the rest of the element bearers. I’ll then hunt down everypony else you care about. Your childhood friends, your new friends. I won’t stop until everypony who has ever shown you any kindness is gone.”

Scootaloo shivered. Rose’s voice was cold. Even Lirean had shown some emotion when she made her threats, granted the emotions were more along the lines of excitement. Rose’s voice was empty. She wouldn’t kill them because she enjoyed it. She’d kill them because they didn’t matter to her.

She couldn’t let them die. She put the tablet onto the table.

The lines on the table matched up with those on the stone. They all began to shift, like a massive web untangling. As each line worked its way free of the rest it lifted off the table and onto the back wall to form a different pattern. One of order and symmetry. When the last line joined the rest, the room began to shake. The trembles started slowly, but grew in ferocity until Scootaloo could barely stand.

Everything jerked around Scootaloo and they were falling. The noise grew to such a furious roar that Scootaloo couldn’t even hear it anymore. She felt it shaking through her bones. The mountain started tearing itself to pieces beneath them.

Scootaloo felt her entire body become gripped in a cocoon of magic, and she was tossed free of the falling stone. She caught herself in the air, high above Canterlot and flew in place, watching in horror as enormous chunks of the mountain crushed entire neighborhoods.

Nobody was down there, Scootaloo reminded herself over and over.

“Are you proud of yourself?” Rose asked, flying beside Scootaloo, voice barely audible above the cataclysm unfolding below. “I knew I could count on you serving your own interests first. That’s something Lirean actually liked about you.”

“Shut up!” Scootaloo shouted. She dashed toward Rose, aiming a kick at her head, but magic froze her before she could make contact.

“Not me though,” Rose continued as though Scootaloo hadn't spoken. “I actually find that kind of behavior disgusting. You put your friends before everypony else. A few dozen deaths to ensure the happiness of everypony else, and you couldn't make that sacrifice.”

“You tried to kill thousands of ponies!” Scootaloo shouted back.

“There was never a chance that Celestia wouldn’t save them,” Rose said. “Even with her student vulnerable, she refused to let thousands die for the lives of a few. Even so, it wasn't a selfish act. I didn't try to kill them for my own gain. I serve a higher purpose.”

The last of the falling crashing rocks settled and the echo’s faded away. The front half of the mountain had been carved away. The stone table jutted out near the top, completely exposed. Near the bottom, dozens of holes pockmarked the base. The old crystal mines, Scootaloo guessed. At the center of the mountain was a massive ring of thousands upon thousands of gemstones, tightly woven together to form twisting shapes, tied together by bands of gold and silver.

“I serve a higher power,” Rose continued.

Dark liquid began to seep through the spaces between the gems. The crystals grew dark and the gold and silver grew tarnished. The liquid ran together toward the center.

“My queen. The true queen, before my sisters usurped her and took the title for themselves.”

The dark liquid stopped pouring from the mountain side. The last of it joined the puddle near the middle and it grew still. A perfect circle stood, not so much as trembling. It was pitch black and had a sense of depth, as though something more than the mountain waited on the other side.

“The most powerful of the ancient beings, so great and terrible that even Discord came together to seal her perfection away.”

A form burst through from the dark circle. It was like a pony, but much larger. It was taller than Celestia by at least two feet. It rose quickly, and as it drew closer, Scootaloo could see more details.

The first thing she could see was that it was beautiful. It had a jet black coat, long legs, deep, sapphire eyes, and a mane of flowing green, the same shade as Lirean’s, but looking more like Celestia’s or Luna’s. She had a horn, jagged and twisted like the changeling queen’s. And she had an air of power about her. Shadow and air twisted together in a haze of blacks and dark blues and icy greens. Her wings weren’t insect like. Instead, they were ethereal, made of the same shadow and wind that cloaked her, but reflected a deeper range of arctic colors. The colors reflected off of them and into the air around her, as though she wore the northern lights as a gown.

She met Scootaloo’s eyes, and the pony felt the sheer power in the creature threaten to crush her into nothingness. She felt every dream and nightmare she’d ever had all threaten to drown her in emotion. She felt the force behind the creatures muscles and the depth of its experience.

The creature’s eyes left hers as she passed from the creature's interest, and the intense feeling vanished, leaving her suspended in the air, gasping for breath, limbs trembling.

“My lady,” Rose said in greeting. “Nocturne.”

Nocturne

The creature Rose had called Nocturne stepped forward, and as she did the air beneath her shivered and stilled, as though hardening to hold her weight. She walked forward a half dozen paces, head turning to inspect Canterlot far below. After another minute or two, she spoke in a resonant voice, as though three mares were speaking at once.

“Rosalia. How long have we been imprisoned?”

Rose straightened. “Twelve hundred forty-six years, my lady.”

“That long? We had expected better of you.”

“My apologies, my lady. I have no excuses.”

“Your sisters?” The creature began walking again, this time toward the frozen Scootaloo. She tried to move, but Rose’s magic held firm.

“Lirean is dead. Chrysalis is imprisoned within the moon.”

“I see.” The creature paused. “Rosalia, your form displeases us. Change it.”

Without a word Rose stopped being a pony and became a Changeling queen. She was taller in her true form than either Chrysalis or Lirean, with the same dark body and light blue hair. The tips of her mane and tail shifted from blue to pink in the last few inches. Nocturne continued looking down at her for another long second before turning back to Scootaloo.

As soon as the creature’s eyes fell on her again, Scootaloo felt that awful force of presence again, and her muscles locked up in fear.

“And what is this one?”

“Useless to us, now that you’ve been freed. Shall I dispose of her?” Rose answered.

Nocturne stepped forward once again until she was within five feet of Scootaloo. There was a soft pulse and the magic that held Scootaloo vanished. There was a brief feeling of falling, and then Scootaloo hit the hardened air that Nocturne had created.

“Maybe not so useless. We have been gone for too long. Others will not remember. They will fight us. We would avoid such a waste, if possible. What is your name, small one?”

“Scootaloo,” she answered, unable to stop herself.

Another impossibly long moment passed.

“This is a fortunate day for you, Scootaloo.” As Nocturne spoke, Rose tilted her head curiously. “We have a task for you.”

Out of the corner of her eye, Scootaloo saw a streak of midnight blue circling around behind Rose and Nocturne. Princess Luna!

“What do you want me to do?” Scootaloo asked. The dark streak was right behind them now, moving in a straight line toward Nocturne’s back. She was close enough now for Scootaloo to see the shape of Princess Luna, horn glowing with magic.

“Witness.”

Scootaloo’s stomach twisted as she was yanked upward thirty feet in a fraction of a second. Nocturne was still even with her, as was Rose, wearing an expression of surprise. At the same time, midnight blue magic flashed beneath them. Luna tried to pull out of her charge, but a flash of black struck her between the wings and she tumbled into free fall.

Another flash, this one of gold, and Luna was rightened and managed to catch herself. Another flash of gold and Celestia was beside her sister.

Scootaloo’s relief at seeing the princess only lasted a moment. Celestia was breathing heavily, one of her wounds from the battle had reopened on her side, staining her white coat with more crimson. Her mane and tail hung limply, and it seemed all she could do to keep herself in the air.

Scootaloo felt her stomach twist again and they were level with the princesses. Nocturne spoke. “Interesting. That spell should have killed you.” She paused, looking between the two of them. “You are like us.”

“Who are you?” Celestia asked.

“We are called Nocturne. And yourselves?”

“I am Celestia. This is Luna. We are the rulers of this city.”

Nocturne looked down once again. “A pony city, but empty. Much has changed since we’ve been gone. Things are not as they should be. Where are ours?”

“The changelings live in their hives to the far south, my lady,” Rose answered. “The windigos have been driven to the farthest north. The specters have been starved to near extinction in these lands. Fear and hatred have become rare commodities here.”

As Rose spoke, the giant ring of gemstones that had held Nocturne began to turn. The smoky black liquid began to fill the center once again.

“Then we have work to do.”

Celestia tensed, horn beginning to glow softly. Nocturne turned her head once again toward the princesses. “There is no need to fight, especially now that we know you are like us.”

“If you wish to spread hatred and fear, we have a duty to our ponies to do everything in our power to stop you.”

“But there is nothing in your power to stop us. To fight us would be to throw away your lives.” Nocturne tilted her head. “You are naive, young ones. Do not test us. There is no need for bloodshed yet.”

Luna’s horn began to glow as well.

“My lady, if I may,” Rose said. Nocturne nodded. “It would be best to kill them now. Celestia is weakened and injured. Those two are the greatest threats to your reign.”

“The greatest? What of Discord?”

“Imprisoned in stone,” Rose said.

“How fortunate,” Nocturne said. “But no, we have another use for them. Celestia, was it? And Luna? We can see from your words and your actions that you are like us in more than just form. You want what is best for yours, as we want what is best for ours. But to coddle them is to make them weak. Is there no way to make you see reason?”

“Not if your reason will cost the life of even a single pony.”

“That is a shame.” Shadows swirled about Nocturne and flowed outward toward the princesses. Celestia was too slow to mount a defense and the tide of shadows swallowed her. Luna managed to get a luminescent shield in place, but it only lasted a moment and she too was surrounded in dark magic.

Scootaloo tried to call out, but her body wouldn’t respond.

The shadows flowed downward, toward the ring of gems and the pool of black smoke.

“My lady,” Rose began.

“Yes, you would have us kill them,” Nocturne said. “And it would be wise, but we would not have this prison built for us standing open. They no doubt knew we may one day break free and planned for it. Let their magic believe it still holds strong.” The shadows holding the princesses flowed through the darkness in the ring and disappeared. The ring stopped turning and the black smoke once more disappeared into the gems. “That seems to be enough for it.”

Nocturne turned her back on the ring. “One final thing, then.” Her horn pulsed with black energy and an orb the size of Scootaloo’s hoof spun into being. The fur on the back of Scootaloo’s neck stood on end looking at it. It dropped toward the center of Canterlot in no particular hurry.

The orb disappeared from view, too small for Scootaloo to keep track of.

A sharp crack ripped through the air.

Canterlot Tower began to crumble.

Thistleroot!

Another crack, like thunder. Another building shattered.

A cacophonous explosion of noise brought Scootaloo down, hooves covering her ears as a wave of force and black energy ripped through Canterlot. Homes crumbled, streets were torn from the earth, shops were thrown about like leaves. In moments, Canterlot had been leveled.

Scootaloo could only look down in horror.

“It’s only a city, small one,” Nocturne said when the sound had died. “Those who had fled still live. And that is why you still live. As I said, you have a task. Tell others what you have seen. Let them fear me. Let them hate me. This is the dawning of a new era.”

Scootaloo looked from her to the ruins of the city, where Canterlot tower once stood.

“Go,” Nocturne said.

Scootaloo’s body acted on its own again, hurling her back as fast as she could move, flying away from the city. Away from her sister. Away from Thistleroot and Mimic, if they could have even survived that.

If. She had to hold on to that if. She had to believe there was a way for them to still be alive. Even if it was impossible.

She faltered, horror clutching at her chest. Her breathing became harsh as realization set in. Her family was stone. The princesses were imprisoned. The elements lost. Her friends…

She landed, paying no attention to her surroundings. Above her, the sun sank smoothly toward the horizon, despite it being only mid-day, and no moon appeared to take its place. The world went dark.

The Fall

“Bring him back inside,” Star Shine said. “We’ll kill him later.”

He turned his attention from Thistleroot to Mimic. “So, Twilight Sparkle. As I said, I’m surprised to see you here.” His horn began to glow. “I have to admit, I’ve been curious for some time now. Just how do I stack up against Princess Celestia’s own star pupil?”

Mimic hesitated for a moment, and the green fire swirled about her as she dropped the facade. Star Shine stepped back from the sudden flames, blinking stupidly.

“I appreciate the help, but I could have handled the pony fine on my own.”

Star Shine looked from her to Thistleroot. As he was turned away, Mimic threw Thistleroot a quick wink.

“You were a changeling?” Thistleroot cried in dismay.

“Of course. You ponies are so easy to dupe. And you led me straight here.”

“This whole time? How? How could you have fooled Celestia all those years?”

“What? No, I-“

“Just… don’t bother,” Star Shine said. “I don’t think it’s possible to stop him once he-“

“I read your books. I read your books! How could you do this to me? I- I loved you! I always admired you from afar, but then there you were, and for once in my life I could be there for you. Was it all a lie?”

Mimic and Star Shine both stared at him as he broke down into heavy sobs.

“Is he going to be okay?” Mimic asked.

“He… does this sometimes. I... I think it’s an act?” Star Shine shook his head. “What are you doing here?”

“Queen Lirean sent me ahead to make sure you had everything you needed.”

“I see. And so you grabbed some random pony off the street to guide you here, disguised as Twilight Sparkle so that nobody would question your intentions?”

“Exactly.”

“It’s amazing,” Star Shine said, shaking his head.

“What is?”

“None of you blasted changelings give me a fraction of the credit I deserve. I was valedictorian of that school. I didn’t get where I was with my good looks alone. You just happened to run into him, of all ponies? Lirean didn’t even know I was freed, let alone where I would be.” Star Shine’s horn flared with silver light and a force like a train slammed against Mimic, throwing her against the wall, driving the wind from her lungs.

“I am tired!” Star Shine threw another blast of pure magic at the changeling, throwing her tumbling through the air with a cry of pain. “Of you changelings!” Another flash of silver and another cry of pain. “Underestimating me!”

“Mimic!” Thistleroot cried, pulling against the cords of shadow holding him aloft.

“Don’t you start! Kill him. I don’t care who’s going to find out about it. I don’t want to hear another word come out of that slack jawed idiot’s face ever again!”

The shadows shifted, wrapping tightly around Thistleroot’s neck and squeezing. His head went light almost immediately as the circulation was cut off. His hind legs kicked out in fear, and he heard the specters behind him begin chittering in excitement.

Mimic rolled to her feet and let loose a shaky bolt of fire, but Star Shine swatted it from the air and counterattacked, driving her back with more silver energy.

None of them noticed the sudden shudder that went through the tower, or the sound of cracking rock and sliding earth a moment later.

The specters’ heads whipped about to face the North as a faint echo of many ponies crying out in fear could barely be heard.

And then a brilliant golden light shot into the room from the balcony. It hit the center of the room and expanded.

Air rushed into Thistleroot’s lungs as the bonds that held him loosened and then vanished. He fell to his hooves and staggered. The specters cried out in pain.

The golden light faded, mostly. Thistleroot glanced quickly around the room, taking note of any changes. Star Shine and the hypnotized unicorns wore shimmering auras of gold about their chests and front legs. Like Thistleroot, the hypnotized ponies had been freed from the specter’s shadowy grasps and were one by one falling to the floor, shaking restlessly.

Thistleroot looked down to find himself wreathed in the same golden light.

“Huh. Weird.”

Star Shine cried out in rage, gathering up more silver light and hurling it across the room. At the same time, Mimic attacked, green fire spraying out toward Star Shine. Thistleroot cowered back as Star Shine whipped about, too slow to stop the changeling’s magic.

The gold about Thistleroot swelled to meet the silver and burned the magic away before it could harm him. Likewise, Star Shine’s aura protected him against Mimic.

The specters had launched their own magic, not at any of the combatants, but at the ponies they had been controlling. The shadows splintered and burned away, and the unicorns did not so much as shudder.

Star Shine snarled, and sent a bolt of silver light at Mimic. She tried to put up a magical defense this time, but his magic pushed through it and forced her into a kneeling position. His horn flared again, and more silver surged toward her.

The silver light was burned away as Thistleroot slid into place between them.

“Move it, boy!” Star Shine screamed, horn flaring again. The magic around Thistleroot flared to life, and whatever effect Star Shine was after was thwarted.

Star Shine stepped back, eyes shifting about the room, and then looking down at himself.

“You okay?” Thistleroot asked.

“Fine,” Mimic said through gritted teeth, forcing herself upright. There didn’t seem to be any damage to her outer form, but her breathing was ragged.

“I see,” Star Shine said. “This magic is Celestia’s. Something went wrong. She knew the ponies in charge of maintaining the field were in trouble, but she didn’t know how, so she shot from the flank. Magic to protect all ponies in the tower.”

Whatever he was going to say next was cut off by a sudden explosion of noise from outside. A horrible screeching of rock against rock that lasted better than a minute before it finally settled.

“What was that?” Mimic asked after a minute of silent tension, her breathing still uneven.

“If I had to guess,” Star Shine said. “That would be my side winning.”

Thistleroot shook his head. “We have the elements, and the princesses, and the stone tablet. No way you guys win this.”

“Don’t be so sure, kid. Not that it matters to you either way. This magic shouldn’t last much longer, and then I’m free to take you apart.”

The words were barely out of his mouth before Canterlot tower began to shake. The floor lurched and then dropped a foot, and then begin to tilt. Thistleroot began to slide as the floor tilted more and more, a horrible grinding noise of stone and metal bending and shattering drowning out any other noise. He saw Mimic shouting at him, but couldn’t make out the words. She shook her head and began running toward the balcony.

Right, she could fly them down. But she was already half way across the room.

The room lurched downward again, and the ceiling began to cave. Thistleroot saw a heavy slab of stone, as though it were moving in slow motion, and tried to call a warning, but he couldn’t even hear himself.

He could only watch as the stone fell and struck Mimic driving her sideways. She rolled, avoiding the brunt of the impact, but she left behind a dark smear from her shoulder as she did so and her wing had bent at an unnatural angle.

The golden aura flared, and he flinched, looking up to see a piece of stone twice as large as him diverted by the magic.

Then the sound seemed to double, and then triple, and the floor began to crumble from beneath him.

Moments later, the tower fell.

*****

Everything was silent.

The dust settled over what was once Canterlot.

Homes lay in ruins. Streets were cracked down to the sewers beneath. Parks were stripped of their trees and lakes overflowed with debris.

Near the center of the city, at the bottom of a valley of broken stone, the rubble shifted.

A heavy slab of stone heaved upward, carried atop a golden glow. It slid off of the magic and fell flat beside the shaking unicorn. A few seconds later the golden glow faded, the magic evidently spent.

“I think the tower fell over,” Thistleroot managed in a weak voice.

No answer.

His heart skipped a beat and he looked down.

Mimic lie on her back, chest rising and falling. Still alive, at least. Her eyes were open.

“You okay?”

“I… I think so.” She put a hoof against his chest and pushed. He backed away, giving her room to shakily get to her hooves. She tried to stretch her wings and hissed in pain. Her right wing was bent halfway down. “That’s going to take some time to heal.”

“Well, all things considered, I think this went well.”

“Yes,” Mimic said, looking at him again, head tilting slightly. “You were over…” She looked down at their indent in the rubble. “You saved me?”

“Well, I mean, I had that nifty gold stuff and you didn’t,” Thistleroot said. “You would have done the same.”

“I really wouldn’t have. You don’t even know me.” She looked him up and down thoughtfully. “It was Thistleroot, right?”

“Yeahuh. Some call me ‘Lord Thistleroot’.”

Mimic gave a hissing sound that Thistleroot realized after a moment might have been a laugh. “I’ll keep that in mind. Now then, any idea what happened to the tower?”

“No idea. Let’s climb?”

Mimic nodded and they carefully made their way up the side of the newly formed valley, stepping gingerly onto the largest pieces of debris.

Thistleroot reached the top first and froze. Mimic was a moment behind him.

Canterlot had been destroyed.

A long moment passed before Thistleroot sank back onto his haunches. His front legs began to tremble.

“Thistleroot?” Mimic said cautiously.

He tried to say something. Anything. But for the first time in as long as he could remember, Thistleroot was speechless.

His home.

It was gone.

“Thistleroot, we should move.”

She was right, but he couldn’t bring himself to stand. He felt a cold wetness across his cheeks.

“It… everyone was gone, right? All the ponies. They can rebuild it, right?” She bumped her head against him, trying to get some response.

Another moment passed in silence.

“Thistleroot!” Hooves grabbed him roughly around his midsection and he felt himself rolling back down the rubble. A moment later, a blazing plume of silver fire struck the stone he’d been sitting on.

That got him moving. He managed to land on his hooves and began climbing again, only to falter when he heard a whimper of pain behind him. He turned to see Mimic struggling to keep up, wincing each time she had to put her weight on her right foreleg.

He doubled back to help her back to the top of the pile.

Star Shine was climbing to the top of the other side of the large valley, horn glowing with furious silver energy. He loosed another bolt, and Thistleroot pushed Mimic over the top of their side just as it streaked overhead.

“What’s the point?” He shouted as he helped Mimic back up and they began moving again. “You almost died just now. I think it’s safe to say you’ve been fired.”

“Yes,” he heard Star Shine call from out of view. “But that’s a problem for another time. This is personal. Consider it a bit of well-earned recreation. Therapy, even.”

“Great,” Thistleroot muttered. “Nopony appreciates the comedy genius.”

“You should go without me,” Mimic said. “He’ll catch up to us at this rate.”

“Yeah, you’re probably right,” Thistleroot said, staying beside her. “Unfortunately, I’ve always considered myself more of a Daring Do and less of a Swan Belle. I’m not going to angst about while my vampony boyfriend does all the work. Not that I know who that is.”

“I… I have no idea what you’re saying.”

“Just keep going as fast as you can, we don’t have far.”

“You have a plan?”

Thistleroot grinned, “Sure, let’s go with that.”

Mimic shook her head and steeled herself before pushing harder. With Thistleroot there for support, she was able to keep a decent pace. Occasionally Star Shine would catch a glimpse of them and fire off a bolt of magic, shattering stone and occasionally knocking them off their feet.

“He’s toying with us,” Mimic hissed.

“Yeah,” Thistleroot said. “Wouldn’t be surprised if he could teleport.”

“We’re not going to be able to outrun him.”

“Nope.” Thistleroot looked around. Everything seemed so different now. It was lucky he’d been around so often the past few days. “This way.”

In the distance, a single section stood untouched by whatever had destroyed the rest of Canterlot. A disk off to the side of the mass of stone that was once Canterlot castle, about ten feet in diameter. On it stood a stone dais and an untouched statue.

Questions for later, Thistleroot thought with a shudder.

Another nerve wracking minute, and their destination was in view. It had fared no better than the rest of the city, the ground torn apart, the buildings around it reduced to rubble. But the grounds looked nicer, simply because there was fewer buildings within them to be destroyed.

“This is your first time to Canterlot, isn’t it? Welcome to one of the hottest tourist scenes, the Canterlot Gardens.”

“I really hope you have something other than sightseeing in mind.”

Thistleroot’s reply was cut off as a bolt of energy struck him from behind, rolling him several paces with a shout of pain.

Mimic looked back with a fresh wave of panic to see that Star Shine had begun to close the distance and was readying another blow. She pooled her own magic and the silver light met changeling fire, rocking her back several steps.

“Can you run?” Thistleroot asked through gritted teeth, the coat on his left flank darkened with red.

Mimic glanced at the gardens, only a hundred yards away. “Yes.”

She pushed herself past the pain of every step. She felt a shiver of power in the air and banked. The bolt passed by her, spiraling into the distance.

Another dozen agonizing seconds and they made it over the shattered stone arch and into the heavy trees of the garden.

“Hide,” Thistleroot said. "Use the trees and bushes to keep out of sight.”

“You don’t think he can track us with magic?”

“Oh, I’m sure he can. Just try to stay out of sight, and be ready to attack if you get a chance.” Thistleroot turned and stopped walking.

“Woah, wait. You’re not planning on fighting him, are you?”

“No, I thought we’d talk things out, see where that gets me.”

“He’ll tear you to pieces.”

“Mimic, do you trust me?”

“Not really, no.”

“Oh for, just go hide, and if you see a chance to take him out while he’s choking the life from me with his bare hooves, take it.”

Mimic hesitated a moment longer.

“Unless you have another plan, because quite frankly I’m open to suggestions.”

Mimic shook her head and limped her way out of sight.

Thistleroot stood, trying to ignore the deep shaking in his muscles.

Star Shine stepped carefully over the stone arch and moved to stand across him. “Finally tired of running?”

“You’re a sick pony,” Thistleroot said. “You could have caught us earlier than this.”

“I could have, but there’s no point in rushing therapy. I learned that from an actual therapist, mind you.”

“Let me guess, he charged by the hour.”

“Cute. Oh, I have been looking forward to this.”

“And now you’re going to do the villain thing where you put it off like another pony will put off a good cigar,” Thistleroot said. “Typical.”

“Terry Prancette? Do you ever just shut up and take things seriously?”

“No, usually I-“

Star Shine’s horn flared and he shot a bolt of magic toward Thistleroot. “Just shut up!”

Thistleroot’s horn glowed blue in response, and the bushes around him surged upward as he fell backward. The silver magic seared the leaves and cracked the bark, but sputtered out before breaking through.

Thistleroot’s horn flared again, sending a pulse of magic through the bushes and the ground about Star Shine began to churn and thick roots began winding around his hooves. Stare Shine flinched, horn flaring and burning at the roots until he could break free. He backed away, but as he did, the trees behind him bent and crack, the branches reaching down and scratching at his face and eyes, the heavy trunks moving to pin him.

Another flash of silver and he was free, appearing behind Thistleroot, horn flaring for the final blow.

He hesitated when he saw that Thistleroot was already facing toward him, ready.

“Hoof to the face!” Thistleroot shouted, striking Star Shine with an uppercut. There wasn’t much force behind it, but he felt the spell slip away. Thistleroot’s horn flashed once again, and the bushes around them shuddered. More roots tore through the soil, wrapping around Star Shine.

“Go Mimic! Take him out!”

Mimic charged forward from her cover, driven by changeling fire. Star Shine’s eyes widened in horror and he had only a moment to scream as the fire hit him full force. He shuddered as the green flames tore through the roots and tossed him rag-doll through the air.

He hit the ground with a thud of finality.

Mimic came down on her hoof hard and buckled, but barely managed to keep upright. She looked down at Star Shine with a frown and shook her head.

“Thistleroot, where did that come from?” She turned to him, a faint tremor in her voice. “I had no idea you could do stuff like that… Thistleroot?”

“I… Holy… I meant break his horn!”

“…Oh.” Mimic looked back over her shoulder. “That’s the kind of thing you should specify beforehand. I just thought... considering...”

“That’s… you…” For the second time in as many hours, Thistleroot fell backwards onto his haunches in shock. “I mean… I guess he… deserved… he would have done, tried to do it to me… my…”

“Are you… are you going to be okay?” Mimic asked.

“No, yes. It’s just I… this is a weird day for me."

“You want to go find Scootaloo?”

“Yeah. Yeah, let’s go do that. Yeah.”

Aftermath

Thistleroot looked from the burnt figure on the ground back to Mimic. She had turned to look at Star Shine again, still frowning.

“Are you going to be okay?”

“Of course I am,” she said. “It’s like you said, he deserved it, right? He was trying… trying to…” Mimic moved back a step, and then another. She turned, managed to move several paces out of sight behind a bushy sapling, and then retched.

“Okay,” Thistleroot said softly to himself. “I guess changelings aren’t all killing machines. That’s good, right?”

He allowed a few more seconds before moving a bit closer. The retching had been replaced with the sounds of dry heaves.

“We should get moving,” Thistleroot said. Mimic managed to step away from the sapling and give him a dizzy look. “It’s not safe here. More changelings could be coming, right?”

“Yes. You’re right.” Mimic shook her head. “I’m fine.”

“Good. You think you’ll be able to keep up?”

Mimic seemed to straighten a bit. “Keep up with you? Of course.”

“Then come on,” Thistleroot said, striding purposefully toward the fallen arch of the Canterlot gardens, careful not to meet her eyes. Keep it simple, Thistleroot. No overacting. Keep her moving, keep her engaged.

He heard Mimic stifle a hiss of pain behind him.

“Are you coming, or not?” I’m sorry. Please don’t hate me. Please don’t hate me. I’m not good at this.

“Right behind you,” she answered. She took a deep breath and fell into step behind him. “Do you think Scootaloo made it?”

“Yeah. She would have been with the princess. She’s probably fine. At least I’m going to assume so for now, because not all of us can be cynical beardless unicorns.”

As he spoke, Thistleroot went over everything he knew about psychology, which was sadly less than he’d have liked. He’d read all of Twilight Sparkle’s published works, of course, including one study of the pony mind. He’d reread parts of the book recently, after talking to Scootaloo about it during their first Cutie Mark Crusader meeting at Star Shine’s mansion. Unfortunately his interest lately had been in how memory charms affect the subconscious. He hadn’t brushed up on mundane trauma.

“I don’t know what you’re saying. Again,” Mimic said.

“It’s nothing.”

“What about other changelings?” Mimic asked. “You ponies had some captured from previous attacks, right? Were they in the city?” Her voice threatened to break as she asked, and Thistleroot found himself second guessing his decision to keep moving. If she was in that much pain, it couldn’t be good for her. But waiting in Canterlot wouldn’t do her any good either.

“No, I don’t think so.”

“But you’re not sure?”

Thistleroot shook his head. “I wasn’t in charge of anything, I was just sort of around. We found out about some danger from a crazy pony who thought he was Discord, which makes a lot more sense with context. Plans to evacuate in case of trouble were set up a few days in advance, and there’s no way Princess Celestia would leave anypony locked away in danger. Not even enemies.”

“I hope so,” Mimic said, her voice a bit more steady.

“Anyway, we need to decide. North, with the evacuated Canterlot ponies? We can get your shoulder and wing looked at.”

Mimic considered for a moment. “Too many of them may still be changelings in disguise. I’d rather not risk running into any that know about me.”

“South then,” Thistleroot said. “Ponyville’s the closest town in that direction. Scootaloo’s from there, we might even run into her.” He turned at the next intersection of the ruined road. As he did, he noticed a sudden shifting of the shadows around him. He tensed, expecting the shadows to jump out at him, but a hiss from Mimic caught his attention and he turned toward her. He followed her gaze up to the sky.

The sun was gliding across the sky toward the horizon. It set behind the mountains to the far west, plunging the city in an inky dark. No moon came to take its place.

“Oh, that’s not a good sign.”

*****

Mimic was going to kill Thistleroot.

She put one hoof in front of the other, breathing steady, eyes set forward. Shoulder and head throbbed in tandem, but she locked the pain away in the back of her mind. She was not going to be the first to cave.

“Oh, what about shrimp? Have you ever turned into shrimp?”

Mimic fought back a groan. “Why would I do that?”

“Well, some kind of shrimp can see like, a million times more colors than us, right? If you turn into one, can you see that many colors?”

“I told you, it doesn’t work like that.”

“What about owls, can you see in the dark if you turn into one?”

“It doesn’t work like that.”

The mountain path had tapered off into level plains as they walked. Mimic had lost track of how long it had been. The eerie darkness hadn’t changed since the sun set.

It had been long enough to leave the city behind, and to clean and bandage her injury once they’d found a clean source of water. Thistleroot had insisted, much to her annoyance. And the entire time, he hadn't shut up. No wonder ponies wanted to kill him.

Finally, Thistleroot slowed to a stop. “That’s probably far enough for one day, wouldn’t you say?”

Mimic dropped into a sitting position in answer.

“It’s probably too dangerous for us to both sleep, we’ll need to keep watch. Like in Daring Do and the-“

“Don’t care.”

“Right, sorry. You want me to keep the first watch?” Thistleroot asked.

“Knock yourself out.” Mimic managed to stand again, legs shaking with the effort. She stayed vertical just long enough to move off the main path, tucking down beside a tree and closing her eyes. Her body was exhausted, and she thought she’d be asleep instantly.

Her mind had other ideas.

She’d spoken to Scootaloo about it before. The day they first met. What was it, two and a half weeks ago? It felt more like two and a half years. It had been an idle threat. A small revenge against the pony who had maimed her brother. Then she’d said, “I don’t think I could bring myself to do it. I wonder how I’d feel about it afterwards. I’m almost curious enough to find out.”

In the end, she’d been able to do it.

Her stomach twisted. She swallowed against a sudden acidic taste at the back of her throat. She sat up, breathing slowly.

Out of the corner of her eye, she could see Thistleroot. He wasn’t looking right at her, but he was clearly paying attention.

Her controlled breathing wasn’t enough. She ducked her head as the nausea took over.

*****

Thistleroot winced.

There wasn’t much he could do at this point. He’d done his best to keep her engaged during the first six hours. By now the day’s events would be long term memories, rather than short term, and hopefully less vivid than if she’d been dwelling on them. If changeling’s brains worked the same. If he even remembered what he’d read correctly.

All he could do now is be available if she wanted to talk, though something told him she wasn’t the kind to open up about her feelings.

*****

The wooden ramp of the old clubhouse creaked underhoof. The front wall was worn. The door hinges had rusted over from disuse.

Scootaloo had considered going to her home in Ponyville, the cloud house that she’d shared for years with Rainbow Dash, but it seemed too risky.

Whatever had come out of that prison was fine with letting her live. At the very least it hadn’t cared enough about her to kill her, but there were still who knows how many changelings out looking for her.

Instead, she decided it would be safest to hide here. She tried the door, but it wouldn’t budge. She slammed a shoulder against it, shaking flakes of rust from the metal fittings.

She could take time to think. There had to be something she could do. Some way to free the princesses. Some way to break the spell on her sister and the other Element Bearers.

She slammed the door again and it gave an inch, the layer of rust cracking.

Her hooves were shaking. She took a second to breathe, to fight down the rising tide of despair threatening to drown her.

There had to be something.

She slammed the door one last time. The hinges squealed in protest as she pushed her way through and again as she closed the door behind her.

The room was dimly lit from the far side. It wasn’t enough, but she was able to make out several large boxes along the walls. She poked at the nearest to find it made of cardboard and closed with packing tape.

She moved toward the source of the illumination, kicking up a thick cloud of dust as she went.

Lying on the floor was a small uncut crystal, about half the size of a baseball. It gave off a faint golden glow, and beneath its surface swam a half dozen colors. Scootaloo cautiously touched it. It was warm to the touch, as though it had been sitting out in the sun.

Scootaloo looked up. The ceiling was too dark to make out any detail. A quick flap of her wings brought her to the top of the room. After a few seconds of feeling about, she found what she was looking for: a hole in the ceiling about the size of the chunk of crystal. Peering through it, she could see the ceiling of the clubhouse attic. Starlight flickered through another hole directly above the first.

Celestia’s magic had splintered into six lights. Scootaloo had watched one of those lights arc high to the South, in the direction of Ponyville, to apparently wait for Scootaloo in one of the only places she could think to go. She’d watched the light bounce between each Element of Harmony.

She dropped back to the floor and gingerly scooped up the crystal. Her hooves had stopped shaking. The golden glow of the sun felt like the warmth of an old friend. Beneath the surface of the crystal, the light of harmony continued to dance and swim.

Would this be enough to free her sister from stone? No. She shook her head. As much as she hated to admit it, if she could free anypony it would have to be Twilight Sparkle. She had the magic of a princess and more knowledge than just about anypony. With her help, the others could be freed as well. And then the elements could be turned against Rose and her queen.

It wasn’t a perfect plan by any means. Scootaloo would have to find where Rose had stashed the Element Bearers, if she’d kept them whole in the first place. And she had no idea how to use the crystal. No, it wasn’t perfect, but it was something to cling to.

She curled up, clutching the warm crystal to her chest. She drifted off quickly as exhaustion caught up with her. As she slept, the comforting presence of Celestia’s magic kept her warm, and kept her nightmares at bay.

Cold Morning

The inhabitants of Canterlot stood in silence. Thousands upon thousands of ponies, and not a single voice rose up against the figure that stood on high, illuminated and magnified by a cloak of starlight.

“Obedient little children,” Nocturne said softly. “Nothing like we remember.”

“As you say, my queen. They have been pampered for far too long,” Rosalia said.

Nocturne spoke again, and this time her voice was magnified a thousand fold, echoing off the remains of Canterlot mountain on which she stood. “Ponies. We come before you today with glorious news. The true queen of this land has returned, and those who you called princesses have fallen.”

The silence was finally broken by a sudden outcry and wave of panicked voices far below. Nocturne gave them a moment, and then said simply, “Silence.”

The crowd of ponies fell silent.

“There is no need to fear. Change is an inevitable part of life, and an invaluable one. Without change, there can be no growth. For a thousand years, a necessary part of life has been denied you, but no longer. From this day, you will be allowed to live and to grow as was intended.

“And not just you. All the creatures of…” Nocturne paused and looked to Rosalia.

“Equestria.”

“All the creatures of Equestria will be free from the tyrannical rule that has subjugated them for so long.”

Another smattering of confused murmurs, smaller this time. Rosalia couldn’t make out the words themselves, but she could imagine. What other creatures? Gryphons? Donkeys? Zebras? There wasn’t any subjugation going on.

“Changelings from the South,” Nocturne continued. “Windigo’s from the North. Specters from the darkest corners in which the false princesses had driven them. The creatures of the Everfree that once roamed these lands. Under our rule, this land that is now called Equestria will be home to all who wish to live here."

Another smattering of panic. All of those things were evil, Rosalia imagined was the gist of their concern. Such arrogant creatures. If it were up to her... but no. It wasn't her place to judge, and of course her queen was more benevolent than she. She had known that Nocturne would want the best for everypony... everything, she corrected herself. No need to speak that way any longer.

Oh, but how she loathed them.

“That is all to be said for now," Nocturne concluded. "Now go. You have much to do.”

Nopony moved.

Nocturne frowned and spoke, this time at her normal volume. “Rosalia, they don’t seem to be moving. Do they not care to procure shelter before the night grows too long? Have ponies fallen so far as to have forgotten such a basic necessity?”

“I think they’re just confused, my queen. They are used to others throughout the years. Others that would imprison and subjugate them. They would believe you to be a conqueror, not a queen.”

“Then why do they stand so idly by? Why would they not take up arms against us?”

“They don’t know how,” Rosalia said.

Nocturne looked at the changeling for a long moment, and then let out a sigh that reverberated in her odd triple voice. “Let us hope they learn quickly. Extinction is such a tragic waste.”

*****

A hoof squished against Thistleroot’s face.

“Thisleroot. Wake up.” The hoof poked him again. He groggily brushed it away and opened an eye, coming face to face with a changeling no more than a foot away.

“Gah!” Thistleroot bolted upright, knocking Mimic to the floor. “Ai… oh. Oh yeah. Morning.”

“Good morning,” Mimic answered, brushing herself off. “Do you always talk in your sleep?”

“Did I?” Thistleroot asked.

Mimic nodded. "What's a ficus?"

“Plant. Hmph.” He paused. “What, were you just watching me then?”

Mimic rolled her eyes. “You too? Is it really that weird?”

“Well, yeah, it’s a little unsettling.” Thisleroot plopped back down and yawned. “It’s morning already? It feels like I just got to sleep.”

“Yeas.” Mimic looked up at the bright sun just over the horizon. “Do you know what it means?”

“That we should get moving, I guess.”

“That too, but uh...”

Thistleroot stood. “Hopefully Scootaloo will be in Ponyville. She can tell us what happened with that tablet thing she had and maybe we can figure out what happened from there.”

“Yes, but I think you’re missing something important.”

“What’s that?”

Mimic opened one eye wider in a skeptical look, one that Thistleroot could only imagine would look better with eyebrows. She then nodded up toward the sky.

“What? It’s… oh. Huh.”

It was morning. The sun was out and it was morning.

There was something off, though. The sun looked the same, but it lacked some kind of warmth, almost. Not physically, the temperature of the day was just as it had been the day before. But there was no hint of Celestia’s golden magic.

“Do you know what it means?” Mimic asked again.

“Not a clue,” Thistleroot said. “Maybe Scootaloo will know more. Shall we then?”

“Yes, but if you sing one more song, I will feed you to a manticore.”

“Aww, come on. Most ponies tell me I have a wonderful singing voice,” Thisleroot said.

“I find that really hard to believe.” Mimic shook her head and started walking. Her shoulder ached, but not as bad as it had the day before.

“It’s the truth. You might be the first one ever to not appreciate my singing.”

Mimic looked back at him and he flashed her the widest, most sincere grin he could muster. “I find that really, really hard to believe.”

“That’s a shame. You know what they say: Don’t stop believing.”

*****

Scootaloo managed to fashion herself a cape and hood out of some apple printed fabric in one of the many storage boxes long forgotten in the clubhouse. It had likely been a tablecloth for one of the Apple family reunions or a similar even.

The garment looked ridiculous, but it covered her head and most of her body. Truth be told, ridiculous wouldn’t stand out that much in Ponyville. Even so, she moved quickly, staying to the back roads as often as possible.

The city wasn’t particularly busy. No news had come in from Canterlot, as far as she could tell, but the few extra hours of darkness had left the townsponies spooked.

It had taken the better part of the day to come up with her next move and then to find the cloth and make her disguise. By the time the Ponyville library came into view, it was bordering on late afternoon.

She tried the front door first and found it locked. Not surprising. Ever since Twilight had moved to Canterlot, the library had been cared for by a different librarian, whose name Scootaloo hadn’t gotten.

The librarian had her own place, and with the quiet worry of the town had apparently neglected her duties and not bothered to come in.

A stroke of luck, truth be told. Scootaloo circled around to the back, hiked up the cape, and fluttered to the top of the tree. She broke a window, unlatched it, and entered.

The library was the same as she remembered it. Large bookshelves stood against each wall, crammed with heavy bound tomes.

“Okay, great.” Scootaloo paused. “Where the hay do I even start?”

*****

Sweetie Belle breathed slowly, her horn glowing with a faint light.

Apple Bloom stood beside her, silently encouraging her. Another unicorn stood on Sweetie Belle’s other side, horn glowing as well.

“Don’t try to control it!” The older unicorn called to the assembled ponies. Al, if Sweetie Belle was remembering his name correctly. One of the princess’s old friends. “Let your magic join together. Help each other. Don’t push to hard.”

Sweetie Belle glanced to her right. Twenty unicorns in a row, each with a glowing horn. She could feel all the magic beginning to gather together toward the center, her own just one small part of a much bigger spell.

Al moved forward from their row and to the next, inspecting each unicorn. And then on to the next row. It took him a handful of minutes to examine and encourage each of the ten rows, though it felt like so much longer. During that time, Sweetie Belle could feel a pressure building behind her eyes. The start of a headache. She’d gotten one that morning as well, and it had taken hours to abate.

Finally, Al’s own horn glowed brighter than any of the others. Sweetie Belle felt a much stronger magic join the collective and begin to shape the spell.

The world seemed to tip out from under her. She felt far away from herself, and the sudden vertigo nearly made her sick. She heard one pony lose his dinner, but even though she knew he was a few feet away, the sound seemed to come from an unfathomable distance.

Two hundred unicorns, working together and directed by a crotchety old pony. Together they reached out further than Sweetie Belle could even begin to comprehend. She felt a massive weight against the spell, and her hooves trembled as though she were being physically pressed into the ground. The weight threatened to crush her. It was almost too much.

A comforting hoof came to rest on her shoulder. She took a deep breath and redoubled her efforts. The unicorn beside her dropped to the ground, breathing ragged as he clutched his head.

The sun slid toward the horizon, a bit more jerkily than usual. As it did, the moon rose to take its place.

Regrouping

“So, this is Ponyville,” Thistleroot said as they walked down the main street of the quiet little town. “Smaller than I imagined from all the stories. Where is everypony?”

“Maybe they’re hiding,” Mimic said, now under the guise of a dark brown Pegasus. Interestingly enough her feathered wing was still bandaged, and she still treated it gingerly. Thistleroot thought for a moment to ask about it, but there were more important things to be doing than satisfying his own curiosity.

“Do you think word’s made it here already?”

Mimic shrugged. “Do you know where we’re going, or are we going to have to ask around?”

“We’ll have to ask. Hmm,” Thistleroot moved off the road to the nearest house and gave the front door a quick trio of knocks. A minute passed. Another. Thistleroot knocked again.

There was a faint shuffling sound on the other side of the door, and then it opened a crack. A mare’s face appeared on the other side. She had dark circles under her eyes and her purple mane was unkempt. “Yes, hello?”

“Hi, sorry to bother you. We’re looking for the home of Rainbow Dash.”

“Oh… um…” The mare’s gaze bounced between him and Mimic before looking back into her house. Thistleroot could barely make out the whispers of another pony. She turned back an shook her head. “Sorry, I don’t know, goodbye.” And then she pushed the door shut.

“Ponies are definitely worried about something,” Mimic said. “I don’t think they will want to talk to us. We might have to make some threats to get anywhere.”

“I hate to admit it, but you’re right,” Thistleroot said. “Any ideas?”

“Well, I am a changeling. Ponies are pretty scared of us usually.”

Thistleroot shook his head. “We need something bigger and scarier than that. Something nopony in the world wants in their home.”

*****

“That looks like the place,” Thistleroot said, craning his neck to look at the cloud home far above. It was hard to make out the details in the light of the now setting sun, but there weren’t that many cloud houses around Ponyville.

“I’m still confused,” Mimic said. “What is a latter day and why did they want you to leave so quickly?”

“Don’t worry about it. So uh, I don’t suppose you can do any flying?”

Mimic shook her injured wing out experimentally and winced. “Rather not.”

“Alright. Uh, let’s see.” Thistleroot looked around for something to knock with. The house was situated above a hill several dozen yards from the edge of town. There weren’t many pony made items, but it didn’t take him long to find and scoop up a hoof sized stone from the ground to hurl up toward the house. It made it almost half way before falling back toward them. He ducked under his forelegs, eyes closed, and the stone struck the ground several feet away.

Once again Mimic managed to convey an eye-roll without any pupils. A unicorn horn appear in a small flash of light and then she lifted the rock and sent it skyward.

Rather than knocking against the side of the house like Thistleroot had imagined, the stone punched through the floor and disappeared.

“I guess it works better with wooden houses,” Thistleroot said. “You think anypony noticed?”

Before Mimic could answer, a voice called from behind them. “What the hay are you doing?”

Thistleroot turned, a brilliant defense already springing to mind. “She did it!”

“Thistleroot?”

A pony was moving from the shadows, most of her body and head obscured by an ugly, lump hood and cape. Underneath the hood Thistleroot could just make out an orange coat and a tuft of purple mane. “Scootaloo?”

Scootaloo pulled her hood back.

“Ha! I told you she was still alive!” Thistleroot said, turning to stick his tongue out at Mimic before galloping toward Scootaloo.

Scootaloo hesitated, tucked her head under her hood to her side, grabbed a heavy book in her mouth, and flung it toward Thistleroot. He staggered, flinching as the book hit him sharply in the side of the head. His hooves came up a second too late to smack the projectile out of the air and he went down in a heap. “I’m re-ack!”

He saw Mimic in the peripheral of his vision, horn glowing dangerously, body tense. There were no more obvious signs of aggression from Scootaloo. Thistleroot got back to his hooves, wincing as each beat of his heart made his head pulse with pain. Yeah, that was gonna leave a bump.

Scootaloo shook her head, looking half amused, half chagrined. “You were supposed to catch it. So I could see the color of your magic.”

“Right, sorry,” Thistleroot said, rubbing his forehead gingerly. “Want to try again with a different book? I’ll get it this time.”

“No. No, it’s definitely you.” Scootaloo shook her head again before closing the distance and throwing her front legs around his neck. Thistleroot hugged her back with his left hoof and grabbed Mimic with his right, pulling her into the hug before she could slip away.

It lasted only a few seconds before Mimic managed to pull away. “Alright, alright. You’re gonna make me sick.”

Scootaloo stepped back as well. “How did you get out of there? I thought…”

“Oh, you should have seen it. We made it to the top of Canterlot tower and found Star Shine, and then we were all fighting up until the entire thing collapsed, and I basically saved the day with my awesome magic and wit.”

Scootaloo grinned. “Okay, but what actually happened.”

Thistleroot turned his snout up. “Hmph! And still I get no respect.”

“Mimic, what… actually, you are Mimic, right?”

“Who else would I be?” Mimic asked.

“Okay, you’re her. What happened in Canterlot?”

“We made it to the top of Canterlot tower and found the blue unicorn. A fight broke out and the tower collapsed. Then there was some kind of golden light and everything exploded. The unicorn said your princess protected us.”

“So what now?” Thistleroot asked. “Do we have a plan besides just waiting for the princesses or the Elements of Harmony to save the day.”

Scootaloo’s grin fell. “That’s probably not going to happen.”

“Oh, that doesn’t sound good.”

She shook her head. “The princesses were imprisoned and the Element Bearers were turned to stone.”

“Ah. Well. That’s uh… I hear Mexicolt is nice this time of year.”

“There might still be something we can do,” Scootaloo said. “I might have something to turn the Twilight Sparkle back. Give me a second to go up and grab some things and then I’ll explain everything on the way.”

“On the way where?”

“Canterlot. Or at least where everypony from Canterlot is now.” Scootaloo picked up the book she’d thrown at him and turned it over to the front cover. It was a copy of The Abridged History of Equestria, Fourth Edition. “I went to the library to see what I could find out about whatever we’re up against, but I don’t even know where to start. I need to find my friend Spike. He’s good at that kind of thing.”

“Alright,” Thistleroot said, smiling nervously. “I guess we have a plan.”

Scootaloo nodded and looked to Mimic. “Will you come too?”

“Yes, I’m coming. We still have a deal, remember?”

“Yeah, I remember.” Scootaloo hopped into the air. “I’ll just be a second.”

*****

The cloud house was untouched since the last time she’d been there several months before. Most everything she and Dash had cared about were in Canterlot. Well, had been. It’s doubtful anything she had survived.

She felt a twinge of unease when she moved into the main living room. The house was quiet. Even more so than an empty house down below would have been. There was no creak of settling wood of bustling of neighbors outside. The only thing she could hear was her own even breathing.

She remembered her first day there, more than ten years ago. The uneasy silence whenever Dash had to go somewhere. The anxious knot in her gut as she waited for the other horseshoe to drop. She’d believed it to be only a matter of time before Celestia decided on a suitable punishment, or at the very least until she was shipped back to the orphanage.

She shook her head, trying to push those thoughts away, and made for the small closet under the stairs.

She was older now. Somepony had manipulated her, used her to free whatever the hay Nocturne was, but she wasn’t going to be some scared child waiting for the consequences of her actions to catch up to her. Not this time.

At the back of the cupboard was a small safe. Not Dash’s idea, of course. She wasn’t exactly the plan ahead kind of pony, but Twilight had managed to convince her.

Scootaloo spun the combination on the wheel of the safe and popped it open. There wasn’t much inside with any practical purpose. It mostly contained a few sentimental items. An envelope with pictures of Dash and her friends, and of Scootaloo and the Cutie Mark Crusaders. Dash’s first award flying with the Wonderbolts. The like.

At the bottom was a small pack with a first aid kit and a sack of bits, for emergencies. Scootaloo tucked it into her saddlebag and after a moment of thought pulled out a picture of herself and Rainbow Dash as well.

She closed the safe and took one last look around her home before departing.

*****

The walk to Canterlot was easier than the walk to Ponyville. Mimic’s leg was almost entirely healed, or at least she was better able to pretend that it was. Thistleroot really couldn’t tell what the changeling was thinking most of the time, even when she looked like a pony. Was she being stoic, or cold? Either way, she spent most of the trip in silence, breaking it only to answer questions and throw in the occasional barb at one of them.

Teamwork during the battle of Canterlot aside, she was kinda mean.

As they walked, Scootaloo filled him in on the events after the Gala and after they separated in Canterlot, and he in turn filled her in on the preparations made before the changeling attack, leaving out his conversation with the mad pony for the time being.

“Yep, I’m actually a pretty big deal around Canterlot these days. There are some that call me Lord Thistleroot. I even sat in for Celestia on the throne for a brief period. I’m basically her right hoof at this point.”

“Suuuure.”

It took them better than a day to reach Canterlot, and once again Thistleroot’s chest hurt when he looked at the ruined city. He swallowed against the sudden lump in his throat. Scootaloo and Mimic seemed ready to move on without comment, so he would too.

Almost half way up to the peak, exposed by the collapse face of the mountain, was the large stone ring that he now knew to be a prison. Several pegasi could be seen flitting about it, but the stones seemed to be inert.

Another half a day was spent carefully moving through the ruined streets and crossing over rubble. Finally the far side of the city came into view, and beyond a gentle slope leading to a mass of tents and makeshift camp sites.

They made their way past the first rows of tents just before sunset. To Thistleroot’s surprise, ponies moved about the camps with a sense of purpose. Where he had expected disarray and helplessness, there was order.

Scootaloo stopped one of the ponies for directions and was pointed toward the center of the camp, where several large tents were clustered together.

“Official business only,” one white Earth Pony said as they approached. Thistleroot recognized him as one of Princess Celestia’s personal guards. He’d been with them at the hospital just before the attack.

“It’s cool, Sterling,” Thistleroot said, horn glowing blue for a second to show he wasn’t a changeling. “Al will want to see us.”

The Earth Pony gave him a skeptical look and then shrugged and stood aside. Scootaloo looked back at Thistleroot in disbelief.

“Hey, I told you. I’m kind of a big deal these days.”

“Hmm,” Mimic said. “And here I thought the lord part was just a joke.”

“Please don’t encourage him,” Scootaloo said.

They made their way into the tent. For all its size, there weren’t many ponies inside. Several tables were laid out, each covered with papers or books. Two guards stood on either side of the entrance, for what little they were worth considering one of the other occupants.

Standing at a table near the center of the room was Al, aka Starswirl the Shaved.

“Where is that book on windigos? The one with the-“ before he could finish, the final figure in the room was moving, bouncing over a chair and up onto one of the tables.

“It’s right here,” the purple dragon said, grabbing a heavy tome and bouncing back across the room.

“Right, thanks. And what about the-“

“Right over here,” the dragon said, circling around Starswirl and grabbing a long piece of paper.

The paper was suddenly wrapped in a silver light and lifted gently into the air. Starswirl adjusted his position to read from it in the candlelight. His gaze flickered up toward Scootaloo, back down toward the paper, and up again.

“Huh. So you are alive.”

Spike looked up as well. “Scootaloo!” the dragon called, moving toward them.

“Spike. Glad to see you’re okay.” Ah, so this dragon was the friend she was looking for. He was taller than anypony in the room by more than a head and probably in his mid to late teens.

The dragon made it to her and threw his arms around her. She returned the hug for a long moment before pulling back. “I need your help.”

“You do?”

“Yeah. Uh, I guess I should start at the beginning. I guess nopony around here knows what happened.”

“We know enough,” Starswirl said, moving over to them as well. “A lot of the guards that were fighting changelings were pulled out of the city by Princess Luna just before the city was destroyed. Those who were nearby say she got a message from Celestia to evacuate everypony still fighting. So a couple of ponies saw the Element Bearers get turned to stone.”

“The princesses fought the thing that came out of Canterlot mountain. She called herself Nocturne.”

“Yeah, so we’ve heard. Am I’m guessing she shoved the princesses into the prison she broke out of?”

Scootaloo nodded. “That’s why I need you Spike. I tried to find information about her myself, but I didn’t know where to start looking, and you’ve been helping Twilight do this nerdy stuff for years.”

“Oh. Yeah, I can try to help,” Spike said. “That’s actually what we’re doing here, but it’s not going too great. The library in Canterlot was destroyed. We recovered what we could, but it isn’t much.”

“There’s nothing in the Canterlot library about this Nocturne specifically,” Starswirl said. “I know that for sure. I’ve been trying to piece something together by looking at the other non-ponies, but there’s almost nothing on them before ponies came to Equestria.”

“Oh,” Scootaloo said, ears falling flat.

There was a moment of silence before Mimic stepped forward. “Well, if you don’t have anything more to add to that subject, there is something else we need to take care of.”

“Yeah. Okay,” Scootaloo said. “Uh, mister Al? Where are the changelings that were taken prisoner during all of the attacks?”

“Most of them were broken free the past few days. A lot of changelings up and left now, probably to spread out to other cities.”

Mimic hissed in displeasure.

“Most of them?” Scootaloo asked.

“The one that attacked you is still around. Nopony seemed particularly interested in saving him.”

“Where is he?” Mimic asked.

Starswirl raised cocked an eyebrow. “Why?” Mimic just glared at him and he shrugged. “Two tents South. Guard shouldn’t give you any trouble as long as you don’t try breaking him out then and there.”

Mimic turned and left the tent.

“Odd company you’re keeping,” Starswirl said. “Not as subtle as they like to make themselves out to be.”

“She saved my life,” Scootaloo said.

“Mine too,” Thistleroot added.

“Wait, was that mare a changeling?” Spike asked, looking from Scootaloo to Starswirl. The guards shifted uncomfortably.

“Eh, that’s not important at this point,” Starswirl said. “Bigger picture. I’m starting to think these books are useless. In fact…”

“In fact what?” Scootaloo asked.

“Bah, I’m a fool for even thinking it. It’s something more up Celestia’s alley.” He shook his head. “But hey, it works for her, so why not? You kids really want to help?”

Scootaloo and Spike nodded. Thistleroot glanced at them and did the same a second late.

“Hmph. I guess I’m getting a bit old for this kind of thing anyway. There’s someplace we might be able to get information. I was going to go myself, but I can’t leave just yet. The unicorns of Canterlot aren’t ready to raise and set the sun by themselves, and letting that go undone will just cause more panic than is necessary.”

“Wait, the unicorns of Canterlot are doing it?” Thistleroot asked.

“Aye. We were worried about Nocturne at first, but she hasn’t seemed to care. Anyway, I was going to go, but not for a few days. Maybe even a few weeks, depending on how fast they learn. But if you kids really want to save the day, I guess I can send you instead.”

“Send us where?” Scootaloo asked.

“A library, I think. Thing is, nopony alive has ever been inside. It’s been sealed up with magic since before I was born. Even when I was young the only people who knew what it was were old coots. I figure if there is any place with information on something as old as this Nocturne seems to be, it’ll be there.”

“Well, it’s better than any other ideas we have,” Scootaloo said. “Do you know how to unseal it?”

“Not a clue. I’ve tried plenty of times, but nothing seems to work.”

“Then how are we supposed to get in?”

Starswirl shrugged. “Honestly I don’t think you can. Celestia seems to think you can solve any problem by letting kids handle it, so by all means, prove me wrong.”

Scootaloo scowled. “Fine. How do we get there?”

“That’s the spirit. Tell you what, I’ll teleport you there when you’re ready. Give me a few minutes though, it’s about time for us to set the sun. Get together anypony you want to take with you.”

Scootaloo nodded and Starswirl moved past her to leave.

“Oh, oh! I want to help set it!” Thistleroot said, following Starswirl. “Can I help?”

“Sure, sure. Come on kid.” They disappeared through the tent door. After a moment of thought, Scootaloo went to find Mimic.

A Changeling's Doubt

Mimic pushed her way out of the tent and turned south.

Stupid that I thought they could help. She thought, casting her gaze over the haggard looking ponies moving between the tents and shabby structures of the makeshift camp. Both of the princesses were beaten. If I’d just behaved. Queen Lirian’s dead now. I should just take Effigy and go. Only one guard outside, and just because Effigy’s horn is broken doesn’t mean he can’t fly.

The guard in question didn’t seem all that attentive. An Earth pony. Tougher than pegasi or unicorns, but there wasn’t anything he could do to stop them once they got airborne.

She’d be leaving Scootaloo and Thistleroot to their own devices, but hadn’t that always been the plan? Once she got what she wanted, she didn’t care if she ever saw them again. Hadn’t she even threatened to kill Scootaloo if the pegasus hadn’t lived up to her end of the bargain? Which she hadn’t.

It wasn’t her fault. Well, at least no more than mine. She’s not that bad, for a pony. I can let her slide.

As for Thistleroot, she’d only just met him. Admittedly, she owed him. He could have left her behind when she was hurt, but he hadn’t. He’d made sure Celestia’s magic protected them both when the tower fell, and then they faced Star Shine together.

Her stomach twisted. Then there was that. She wasn’t an idiot. She knew why he was being so talkative, so annoying during their trek to Ponyville. He was distracting her, keeping her from dwelling on what had happened.

She shook her head. What are you, some snivelling pony? You shouldn’t get so hung up on what happened.

She sighed, and another, unwelcome thought intruded. Lirian would have been proud.

She ground a hoof into the dirt. She did what she had to, but she didn’t enjoy it. She was different from the queen that way, wasn’t she? She hadn’t had a choice.

She noticed the guard was looking at her now, and she realized she’d been standing in the middle of the dirt path for a solid minute, staring at him. She sighed and strode forward. The pony shifted his weight.

“Al told me you’d let me in.”

The guard considered her a moment longer and then shrugged. She moved past him into the tent. The inside was split into halves, separated by a rough wall of evenly spaced wooden planks. The gaps between planks were large enough to see the other side, but not enough for her to slip through. The floor and walls of the tent were sewn together, the material tough enough that a prisoner would have a tough time tearing through. The pen wasn’t enough to hold much, but it seemed up to the task of containing its only inhabitant, lying on a mattress in the center of the room.

The changeling looked up from inside the pen as she entered. Not just a changeling. Effigy. Her older brother.

He gave her a quick once over and then put his head back where it had been resting on his front hooves, no glimmer of recognition in his bored eyes. Mimic felt a twinge of remorse in her chest, and a rush of anger toward Scootaloo.

Of course he wouldn’t recognize her. Not when she looked like this. Not without his magic. His horn was broken at the base, jagged.

She glanced back at the door of the tent to be sure the guard hadn’t followed her in, and then she dropped her disguise.

Effigy looked up again, eyes open wide. “Mimic?” He leapt to his feet, a smile stretching across his face.

She walked over to the wooden cage. “Hello, Effigy.”

“What are you doing here? I thought you’d be back at the hive?”

“I came to rescue you, moron.”

“Oh, right. Okay.” He took a few steps back from the wooden planks. “Go for it.”

“Not right now,” Mimic said, glancing at the entrance to the tent again. She took on the pony form again, just in case. “It’ll be easier when everyone’s asleep.” Or if she could get the ponies to let him go without a fight, but she chose not to mention that. Too much to explain.

“Good point,” Effigy said. “Wow, I can’t believe you’re here. This is great.”

“Yes,” Mimic said, a smile coming to her own face. “How have you been treated?”

“No complaints,” Effigy said. “I mean, besides the obvious.” He pointed at his broken horn.

“Yes. I heard about that.” Her face fell again.

“It’s not that bad, really,” he said. “I mean, it kind of is, but considering everything going on, it could be worse, right?”

“How much of what’s going on do you know?”

“Enough. The guards talk to each other, and I guess they assume I already know or they just don’t care. At this point they figure there’s more to worry about than me. I know Queen Rosalia came back with something way more powerful, and that this new queen has basically declared it open season on ponies. And there’s no princess Celestia or Luna to stop us. No elements either. We’ll be able to do whatever we want, and not have to worry about dead weight as much, right?”

Mimic nodded slowly. “But why didn’t anybody free you before now?”

Effigy faltered. “Well, I’m sure they’re busy. I figured eventually someone would come help. And here you are, right?”

“Right.”

“We’ll do it this time, Mimic. Just like Chrysalis and Lirian always said.”

“Right…”

Effigy plopped down, resting his head on his hooves again. “Ah, Mimic. I almost had her, you know?”

“Had who?”

“The pony that broke my horn. I was this close.” He picked his head back up and moved his hooves so that they were an inch apart.

“Oh. I hadn’t really heard any details. Just that it had happened and that the pony responsible was the one who betrayed Queen Chrysalis and got her locked away in the moon.”

Effigy nodded. “Yeah, her. Scootaloo was her name. It’s a shame it worked out how it did. It really was one of my better works. I wasn’t supposed to hurt her at first, right? At least, not physically. Queen Lirian wanted me to isolate her, cut her off from her friends. That way when she was replaced, no one would notice. So I took the place of one of her friends. Someone no one would miss, right? I pretended to be her and lured him out of the city where we were waiting to ambush him. Traded him to the crusaders for their long term replacement plans and then pretended to be him.”

“Mhmm,” Mimic mused, thinking on it. One of Scootaloo’s friends? “Thistleroot?”

“Yeah, that was his name. Real loud mouth.”

Mimic chuckled. “Yes, he is.”

Effigy gave her a puzzled look. “You know him?”

“We met during the fight, just before Canterlot was destroyed.”

“Oh, okay. Did you get him?”

Mimic hesitated, taken aback. That’s right, he didn’t know yet that she’d been working with ponies. “Uhh… no. He got away.”

“Aw. That’s too bad.”

“Hey, Effigy. Have you ever… killed a pony?”

“Sure, once. No, twice, but the second time didn’t really count. I prefer not to, but sometimes you have to as an Infiltrator, right?” Effigy shrugged. “Guess you never had to as a Gatherer?”

“No. So, after…” Mimic paused.

“Hmm?”

“Never mind.”

Effigy gave her a bemused look. “You okay? They were just ponies. They’d do the same to us in a heartbeat.”

“Not all of them,” Mimic said, too quietly for him to hear.

“Come on, cheer up. It’s getting close to bedtime, so I’ll see you in a few hours.”

Mimic hesitated. “Maybe.”

“Maybe?”

“We need to be careful. I don’t know if the ponies trust me yet, and if I try to break you out while I’m being watched, it could mean neither of us escape.”

Effigy pondered that a moment. “Yeah, okay. I guess I can wait a few more days. Then we get out of here, and it’s me and you against the world, just like always, right?” He stuck a hoof between the wooden slats.

Mimic bumped his hoof with her own. “Yes. I’ll be back soon.”

She turned and left the tent.

Effigy and Mimic against the world. He was the only one who really cared for her, ever since her parents had died. He was the only one she could trust. Right?

Changelings were winning. The fact that he couldn’t shapeshift anymore was only a minor hindrance. They could do as they pleased. Nothing could stop them. Right?

Nocturne’s presence in the world was good for Changelings. Without their normal protections, ponies would have to rely on the ones they loved. And with that much love in the air, changelings would become even more powerful. None of the ponies could stand in their way. It was everything she could have asked for.

Right?

“Mimic!”

Mimic was snapped out of her contemplation by the sound of her name. Her head snapped up to find Scootaloo trotting toward her.

In her distraction, she hadn’t noticed herself walking aimlessly toward the edge of the camp. She also hadn’t noticed the sun had set, leaving her surroundings lit only by a few sputtering torches along the newly worn dirt path.

“Scootaloo,” she said in greeting.

“Hey,” Scootaloo said, glancing away. “So, I know things got crazy there.”

“An understatement, but yes.”

“And, uh. I guess we both know by now that I can’t live up to my end of the bargain.”

“No, you can’t.”

“I talked with Al Akazam, or I guess Starswirl, according to Thistleroot. Not really sure how that works. But anyway, the guards have been notified that you’re free to take your brother whenever you want. Nopony will stop you. It’s really the best I can do until we save the princesses.”

“Well, it’s better than nothing, I suppose. I guess I don’t have to kill you.”

“Uh, right,” Scootaloo said, half grinning, as though not sure if that was a joke or not. “Anyway, I just wanted to say thank you. If it weren’t for you, I never would have made it back.”

“No, you wouldn’t have.”

Scootaloo gave her a full smile. “Good luck. I hope we see each other again someday.”

Mimic tilted her head, confused by the smile and the sentiment. “Why?”

“Well because we’re… I mean, I had thought…” Scootaloo’s cheeks flushed. “I thought we might be friends now.”

Mimic paused. She asked, more to herself than to Scootaloo, “Are we?”

*****

Scootaloo met with Starshine a little more than an hour later. Apple Bloom was there already, with Sweetie Belle and Thistleroot, both seeming a bit out of it. All three had a pair of full saddle bags.

“Where’s Mimic?” Thistleroot asked, wincing at the sound of his own words.

“With her brother, I would guess,” she said. As she did, she felt warmth flood into her face again, and worked to shove the embarrassment aside.

“Everypony here?” Starswirl asked, stepping out of the tent. Spike followed closely behind him, wearing his own pack. He circled around Starswirl to stand beside Scootaloo. Starswirl looked at the five of them. “So, you’re all going, then?”

Everypony nodded and Starswirl continued. “Like I told Scootaloo, there’s one place in all of Equestria that might have information on this Nocturne character. At least it’s the oldest place I know of. Locked up tight. I never managed to get in, so honestly I don’t expect you to manage either. But hey, I’ve seen stranger.”

“Have you ever considered becoming a motivational speaker?” Thistleroot asked.

“Shut it, kid. Anyway, I’m sending you to a little town called Greenhaven Grotto. Anypony asks, just tell them Al sent you. The place you're looking for is a short walk from the town, in the surrounding forests. It’s a big, dark stone building. People around there call it Libiris. Seems the name is all that survived in the generations since it was closed up. If by some chance you do find something, come back and let me know.”

Everypony nodded.

“Alright. You all ready then?”

“Wait up!”

Scootaloo turned in surprise at the sound of Mimic’s voice not far off. The changeling approached, still in her pony guise. “I thought you were going with your brother?”

“He’ll survive a few more days in there.” Mimic looked from Scootaloo to Thistleroot and then to the rest of the group. “Do they know about me?”

“Um, no.”

The answer was barely out of Scootaloo’s mouth before green fire washed over Mimic, revealing her true form. Apple Bloom and Sweetie Belle skipped back a step each, eyes going wide. A second later, Mimic was back in her pony form.

“It’s okay,” Thistleroot said, taking a half step forward, looking at Apple Bloom and Sweetie Belle. “She’s a friend. Promise.”

Mimic turned back to Scootaloo, ignoring the look of intensifying skepticism from Apple Bloom and surprised nervousness from Sweetie Belle.

“You said before you might have a way to turn your Element Bearers back from stone, right?”

Scootaloo nodded.

“Good.” Mimic grinned. “You’re not getting out of this that easily. You’re going to save your princesses, and then you’re going to hold up your end of the bargain. I’m not going to leave you alone until you do.”

Scootaloo stared at the changeling for a long moment before a smile broke out to match Mimic’s. “I guess I have no choice then.” She turned back to Starswirl. “Okay. Now we’re ready.”

Greenhaven Grotto

The silver light of Starswirl’s spell faded, leaving Scootaloo blinking in a dimly lit room. There were no windows, though she could see a sliver of light in the shape of a rectangle on the wall. She could also just make out several neat symbols drawn on the floor in dark ink.

“Oh, oh!” Thistleroot said, bending lower to examine them. “That’s why he sent us here instead of straight to it. Oh wow, these are cool.”

“Yeah, super cool,” Apple Bloom said, rolling her eyes. “What are they?”

“Sigils! Probably. Never actually seen them. They’re unique magical marks that you can use to orient long range magic. It takes a lot of magic to do anything at a distance, so they don’t do anything for most ponies, but I mean if anypony can make use of them, it would be Starswirl the Shaved, right?”

“Sure,” Sweetie Belle said, smiling.

At that moment, the light on the wall expanded as the curtain covering the doorway was drawn back. A young mare’s face appeared. “Hello?”

“Oh, uh, hi?” Scootaloo said. “Sorry to burst in like this.”

“Al sent us,” Spike added.

“Yeah, what he said.”

The mare nodded and turned to look over her shoulder. “Dad! Al sent a bunch of weirdos over!” Scootaloo heard Thistleroot chuckle and nudged him in the side. The mare turned back to them. “Come on out, I guess.”

The six of them found themselves several minutes later seated around a low table in a fairly cozy study of sorts. Bookshelves lined every wall, and several desks stood crammed with notes.

The mare, a unicorn with a silvery blue coat and white mane who was maybe a year younger than Scootaloo, busied herself passing out steaming cups of tea. Oddly, she brought each pony a cup by hoof, rather than using magic.

An older pegasus of similar if darker coloring sat with them, peering at Scootaloo over the tops of wire rimmed glasses. He had introduced himself as Midlight, and his daughter as Star Charmer. Fittingly, their cutie marks were of a crescent moon and three silver stars respectively.

“So, Libiris?” Midlight asked, taking a careful sip of tea.

Scootaloo nodded. “He thinks there might be something in there that can help us. That it’s an ancient library of sorts.”

Midlight nodded. “Speculation, of course. The idea being that the etymology is related. That and there’s little reason to seal an ancient grocery store. Yes, I can direct you toward it, though at this point I suggest waiting until morning. The deep woods can be dangerous at night, even on established paths.”

Scootaloo nodded again.

“You can stay here for the night, though I would like some questions answered."

"That's fair," Scootaloo said. "Shoot."

"First, a few days ago, the sun stopped setting, then began again, but not as smoothly as usual. Presumably it has to do with the help you’re looking for in Libiris.”

“Y'all haven’t already heard?” Apple Bloom asked.

“Greenhaven Grotto is a fairly small town. We don’t get much in the way of traffic. We’ve gotten no news from Canterlot for several weeks.”

“I’m sorry to have to tell you this,” Scootaloo said, “but Canterlot was destroyed. Most everypony made it to safety before it happened, but the Princesses were imprisoned.”

Star Charmer gasped from where she stood near the corner, but Midlight seemed unfazed. “I see. Yes, that would explain it.”

There was a moment of awkward silence. “Wow,” Spike said. “You’re taking that really well.”

“Oh, I assure you I’m quite shocked,” Midlight answered, voice level. “And how did that come to pass?”

“Well, a changeling queen turned the bearers of the Elements of Harmony to stone and kidnapped them. Then she released an ancient evil that was locked away inside Canterlot mountain, and it forced the princesses into the cage it had been released from.”

“Interesting. And this ancient evil, that is what Al wants you to learn more about?”

“Yeah, pretty much.”

“All of the princesses were imprisoned?” Star Charmer interrupted, eyes wide in shock, face pale.

“Not princess Cadance, but I haven’t heard anything about her,” Scootaloo said.

“She came to Canterlot, but Al sent her back to the Crystal Empire,” Spike said. “He said he could organize everypony, and that she had to keep her kingdom and the crystal heart safe.”

Scootaloo tilted her head toward Spike as if to say “there you go”. “Can I ask you a few questions, too?”

“Of course.”

“Who exactly are you? Why did Al send us here?”

“He didn’t tell you? No, I suppose he wouldn’t. It’s not in his character to answer a question left unasked. Better to learn to ask in the first place, he would say." Midlight adjusted his glasses with a wing. "I am a member of the Society of Equestrian Arcanum, or SEA, which perhaps sounds more glamorous than it really is. We’re a union of researchers, founded by Al himself to study the many unexplained phenomena of the world. Though naturally with his retirement we’re now self run.”

“As for why he sent you here, he owns this building. There’s some rather strange fluctuations that happen around Libiris, and this research center was built for the purpose of studying them.”

“Great, does that mean you know how to get in?” Thistleroot asked.

“Unfortunately no. Even after studying the seals for twelve years, I don’t know of any way to break them. Though if you were sent by Al, I suppose I can tell you some of what I do know about them.” He stopped to sip his tea, and closed his eyes as though gathering his thoughts. Scootaloo looked down at her own tea, more or less forgotten, and took a sip. Minty, but not as sweet as she liked it. She looked back up to Midlight in anticipation.

“The seals around Libiris weren’t entirely created by pony magic. Not even by Alicorn magic. Of that, I am absolutely certain. They seem to be an amalgam of different kinds of magic. Some small traces of pony magic, but most of it is foreign to me. The seals cover the entire building, and extend deep underground, entirely covering an enormous structure. Burrowing in isn’t an option. Finally, the seal wasn’t meant to be permanent.”

Scootaloo’s ears pricked up with that. “What do you mean?”

“I mean what I said. The seal around Libiris was designed to be undone under the right circumstances. However, I have no idea what the key could be.” He paused. “It reacts to magic fairly consistently. Cast the same spell at it ten times and you’ll get the same result ten times. Usually just temporary releases of energy. There seems to be text, but we’ve had no luck translating it, even when we call in experts. There’s hints of ancient draconic, but the base language is something we’ve never seen before. That’s all I can think of that might help you."

He pondered for a moment. "The rest of it is rather technical. It might be easier to explain once you've seen Libiris for yourselves. For now, I suggest getting some sleep."

"Okay," Scootaloo said. "Yeah, sleep sounds good."

"We have some spare bunks. Star Charmer, could you show them?”

Star Charmer nodded, still a little pale. “Over here.”

The group was led down the stairs from a study and through a hall to what looked more or less like a barracks. It contained about a dozen bunks, each with a complement of storage space. “This is where temps stay when dad has to call in an expert.” She paused. “Is it true, was Canterlot really… destroyed?”

Scootaloo nodded. “It was, but like I said, most everypony made it out okay.”

Star Charmer shuddered. She looked like she was going to say something else, but thought better of it. She nodded and backed out of the room.

Thistleroot tossed his saddlebags down and hopped into the nearest bunk. “Dibs!”

Scootaloo rolled her eyes and climbed onto a different one.

Sweetie Belle took the one nearest her, and Apple Bloom took the one opposite her. “It’s been a while since we all slept in the same room, hasn’t it?” Sweetie Belle asked.

“Eyup,” Apple Bloom answered. “Kind of reminds me of when we were fillies.”

“Cutie Mark Crusaders Slumber Party!” Scootaloo said in a joking cheer. The other two laughed.

Mimic looked up from where she’d been curling up on her own bunk. “Slumber party?”

“Yeah, a slumber party, ya know?” Apple Bloom said.

“You ponies have parties? For sleeping?” Mimic shook her head. “That’s just ridiculous. What else do you have parties for? Eating? Bathing?”

“Ya’ve never had a slumber party? Really?” Apple Bloom asked.

Sweetie Belle gasped. “This is your first slumber party! We should give you a makeover. We could braid your… We could give you a pedicure! And a rejuvenating facial mask!”

“Uh, what?” Mimic asked.

“Do you even have the stuff for those?” Thistleroot asked.

“Do you even know who my sister is?” Sweetie Belle asked, horn glowing as one of her saddlebags opened and a black rectangle about the size of a paperback floated out. She adopted a dramatic tone and said “And whatever you do, Sweetie Belle, never, and I mean never, be caught without these bare essentials!” The case opened to show a variety of compact brushes and pouches.

“Is that La Roche-Ponay?” Thistleroot asked. “What else have you got in there?

Scootaloo rolled her eyes and turned over, flipping the covers over her head.

“Um, I’ve got some scarves, in case we get cold. A water canteen. A flashlight. Some energy bars. I really didn’t know what to pack for saving the world.”

“Yeah, tell me about it. I got some rope and field rations from a Royal Guard I know.”

“Ah’ve got apples,” Apple Bloom said, “in case we want actual food. Some rope, too. And spare boots and water.”

“Oh yeah,” Spike said from the bed beside Thistleroot. “Check this out.”

“Really?” Apple Bloom said, and Scootaloo could practically hear her eyes roll without looking up.

“Oh, wow,” Thistleroot said, sounding genuinely impressed. “Is that a first edition?”

“Sure is. Issue one. Twilight gave it to me for my last birthday. It’s one of the only things I had time to grab before the evacuation.”

There was a moment of heavy silence before Sweetie Belle spoke up. “She’ll be so happy when you show her you kept it safe.”

“Yeah, she will be, won’t she?” Spike said.

“Anyway, what do y'all say about that makeover. Uh, Mimic, right?”

“Yes,” Mimic said, voice still uncertain.

“Great, sit right there and close your eyes.”

Somepony began shaking Scootaloo about half a millisecond later. “What?” she grumbled.

“It’s morning,” Sweetie Belle said. “Time to go.”

“No it’s not. Go back to bed.” A pause, and then the hoof shook her again. “Alright, alright.” She pushed herself up. Mid morning light filtered in through the windows.

Scootaloo half-crawled, half-fell out of the bunk and brushed a hoof through her mane to get it out of her eyes. “Alright. I’m ready.” Sweetie Belle giggled and led her out of the room.

“Breakfast?” Sweetie Belle asked? “Star Charmer was nice enough to cook for us.” They entered the dining room to find a modest meal of pancakes and orange juice. Scootaloo wasn’t hungry, but ate a few bites to be polite.

Mimic sat beside her, looking as grumpy as she felt. The changeling’s face looked different. Shinier. Cleaner. “How’d the makeover go?”

“Your friends are weird.”

After some polite conversation, and after Spike and Thistleroot had finished second helpings, Star Charmer began clearing the table. Again, Scootaloo noticed she used her own hooves rather than magic. Apple Bloom was quick to assist and soon enough the remains of breakfast were clean.

“Thanks for everything,” Scootaloo said, “but we should be going. Midlight said he’d give us directions to Libiris?”

“Dad actually had something important come up. He asked me to show you to the road leading to it.”

“Oh. Thanks again, then.”

Star Charmer shrugged. “No problem. If what you said about Canterlot is true, I want to help in whatever way I can, you know?”

Scootaloo nodded. “Then lead the way.”

They followed Star Charmer out the front of the building and into what appeared to be the center of Greenhaven Grotto. They stood in a large circular plot, ringed by buildings all facing inward. Scootaloo could see a general store, a bakery, a small building with the words “City Hall” above the door, and another with a sign that read “Greenhaven Library”. Scootaloo looked back to see the building they left had a sign that read “SEA Research Center”.

Between the buildings were large dirt roads leading in the four cardinal directions. Down one of them she could see what must have been the school. It consisted entirely of two one room buildings and a jungle gym.

“Wow, now just how small is this town? Ah don’t even think we have an Apple living here.”

Star Charmer shook her head. “Nope, at least not that I know of. Last census I think it was something like twelve hundred ponies.”

“Wow. Sounds like Granny Smith’s stories of Ponyville from when she was just a filly.”

“Yeah. Most of the families have lived here for more generations than they can count. Some of the families even date back to the first ponies in Equestria, settling down here in the first year or two. Nopony knows why they chose this spot though. The rest are rich ponies who wanted a quiet retirement and dad’s researchers. There’s twelve of them, plus their families. They all have their own places, though.

“If there’s families that have been around that long, maybe we should talk to them,” Spike said. “They might know something about Libiris that we haven’t heard yet.”

“Dad’s interviewed just about everypony in town. He hasn’t found anything conclusive. He says oral tradition is the least accurate method of conserving data.”

“True, but you can’t have too many sources, so long as you understand the validity of those sources. Even old mare’s tales can be true, especially when different sources share similar details.”

Scootaloo looked at Spike, an eyebrow raised.

“What? That’s what Twilight says, anyway.”

“Well,” Star Charmer said, turning North, “if you want to talk to them yourself you can, but why don’t I show you where it is first. Then if you want to start interviewing ponies, I’d suggest starting with Mayor Motts.”

Scootaloo nodded and the group followed. The edge of town was less than half a mile North. Scootaloo found herself keeping an eye on Star Charmer. The walk itself was nothing, but the poor unicorn seemed to worn by the end of it.

“This is the edge of town,” Star Charmer said, voice faint.

“Umm, are you okay?” Sweetie Belle asked.

Star Charmer nodded. “Just tired. I didn’t sleep well last night.”

“Ah don’t blame you,” Apple Bloom said. “We’re sorry again for having to drop that bad news on y'all like that.”

“Don’t be. We’d rather know than be left in the dark. Anyway, Libiris isn’t much further.” She nodded toward the forest.

A line of sparsely placed houses stood a dozen yards or so from the treeline. The trees and undergrowth beyond the first few yards into the forest were an untraversable tangled mass, and the trunks were spaced close enough and the branches low enough that flying would be all but impossible. They’d have to stick to the path.

“Follow this road for about two miles,” Star Charmer said. “It’ll fork. The bigger path on the right leads up out of the forest after twenty miles or so. The smaller path on the left leads to Libris. The path isn’t as clear, but it’s only about six hundred feet off the main path. And remember, be back before dark. You don’t want to run into a bunch of timber wolves or tree goblins.”

“Yeah, we’ll be quick then. Just take a look around and get our bearings,” Scootaloo said. “Thanks again.”

“No problem. I should get back. Dad said he needed my help today,” Star Charmer gave one last weak smile. She paused, then asked, “Scootaloo? Just how bad is it, really? You said everypony in Canterlot survived, but are they going to be okay?” She hesitated, then continued, “Are we?”

Scootaloo sighed. “Honestly, I don’t know. It’s bad though. The thing that came out of Canterlot Mountain is stronger than anything we’ve ever seen before, but it doesn’t seem vicious. It didn’t kill me and I was right there." She shook her head. "I think the real threat is from smaller things. Changelings and Windigos. Creatures called specters, too. And all kinds of monsters from the Everfree that will be able to do as they please without the princesses to keep them in check.”

Star Charmer pondered the words for a long moment, and then nodded. “Good luck in there.” She turned and left.

“Nice girl,” Spike said. “So, uh, spooky forest then?”

“Spooky forest,” Apple Bloom confirmed, stepping forward and leading the way down the path. The others filed in behind her, and the began their search for the mysterious Libiris.

Libiris

A few dozen feet into the forest the canopy overhead became so dense that the group was plunged into near darkness.

“A little light, if y'all don’t mind?”

“Sure,” Thistleroot said, horn glowing blue. A pale green joined the mix as Sweetie Belle lit her horn, and then darker changeling green followed as Mimic joined.

“That’s better. So, it shouldn’t be too far then. Two miles, that’s not even the walk to the school from Sweet Apple Acres.”

The marched on, the occasional comment passing between them, but growing more silent as they began to face the unlikely task they had before them. The growing tension between them began to feel like a presence in the air, tingling at the back of Scootaloo’s neck. She began to feel anxious and antsy, and found herself glancing about, over her shoulders, up into the branches above, and off in the dark stretches between trees.

“Does anypony else feel like something’s wrong?” Apple Bloom asked, her voice uncomfortably loud. Thistleroot jumped in surprise when she spoke.

“Mmhmm,” Sweetie Belle said, nodding. “I don’t know why though.”

“It’s too quiet,” Mimic said. “Listen.”

They stopped walking and listened.

Nothing moved. No creatures called out. No wind disturbed the leaves of the trees. After a few moments, Scootaloo could hear the blood pumping through her own ears. Mimic was right, the silence around them was so absolute that it was almost a physical presence threatening to crush them.

“Well,” Thistleroot said, louder than necessary, “let’s not do that again. What do you guys want to talk about? Any suggestions?” They began walking again.

“How about our job?” Spike said. “We haven’t hammered out any details yet.”

“We haven’t actually seen this building yet. We can’t really make any plans until we do.”

“Yeah, the more I think about it, the more I don’t think we can do this,” Sweetie Belle said. “What can we do that Starswirl the Bearded can’t?”

“We won’t know until we try, will we?” Apple Bloom said.

“Here, here!” Thistleroot said. “Starswirl doesn’t think we can do it. Let’s be sure to prove him wrong. He’s kind of mean anyway.”

“Ah think Ah see the fork ahead,” Apple Bloom said. “Yeah. She said the left one, right?”

“Right,” Thistleroot said. He paused, and then said, “Right as in correct, it’s the left one.”

“Okay,” Apple Bloom said, taking the left path. The group followed.

Almost immediately the well worn dirt path became a thin line of slightly less tangled undergrowth twisting its way through much more tangled undergrowth. The little conversation they’d been having faded away, and the oppressive silence was only kept away by the sounds of breaking plant life and heavy breathing.

Star Charmer said it was only six hundred feet, but it felt more like six hundred miles by the time Scootaloo finally broke through the last of it onto even ground. She felt a shiver, as though passing into an area of fine mist, and the plants were gone. The trees stopped at a perfect line, and the ground underneath was loamy dirt, dark brown and unmarked by any vegetation.

Before them, about thirty yards away, was an enormous slate black building, trimmed with white marble. The building wasn’t quite symmetrical. The line of the roof swooped up like a large scale abstract art piece. Cobble work of the same black stone started maybe ten feet away, leading to a set of stairs thirty feet across. The stairs led up only a few steps to a carved arch. The arch was in the shape of a set of double doors, but flush with the wall. More like an image of a set of doors.

The image was a darker color than the surrounding stone, trimmed with thin silver lines. There were no handles, but a thick band of iron ran horizontal just below head height. A push bar, maybe?

The entire building was wrapped in dark green vines that pushed their way up through the cobble stones, the only plant life in the circle. The thinnest of the vines looked to be as wide as Scootaloo’s hoof, while the thickest were larger around than a pony.

Scootaloo gingerly stepped forward, reaching out for each step, watching. No signs of the protective magic appeared when she stepped onto the cobblestones, nor when she reached the stairs. When she was about half way up, she heard Sweetie Belle gasp and looked back. Sweetie Belle was looking up at the carving. Scootaloo looked back around to see something had changed about it. Faint blue lines had appeared across the push bars. Scootaloo took another tentative step and the lines grew darker.

She took a breath and finished climbing the stairs. By the time she reached the doors, the faint blue light had solidified into a scrawl of illegible writing. More lines wove along the lines of the carving like stitches. Scootaloo gingerly reached out and placed a hoof against the carving. She could feel faint vibrations of power, but nothing changed.

“I think it’s safe to come up.”

The others began climbing the stairs as she inspected the carving more closely. Vines had grown across the bottom, and across the top corners. Even if the image of the doors could be opened, and even if Scootaloo could unlock them, she doubted the doors would open with all that.

“Wow,” Thistleroot said softly as he came to stand beside her. “This is so cool. This building is literally older than Princess Celestia.”

“Yeah,” Scootaloo said. “When you put it like that. Wow. Hey, do you think you can do something about these vines?”

“Yeah, no problem.” Thistleroot’s horn glowed brighter and bright green script poured over the vines. Thistleroot hopped back in surprise, dropping the spell. The script disappeared, leaving the vines unchanged and unmoved. “Slight problem.”

“Do that again,” Mimic said, stepping forward.

Thistleroot looked at her questionly, but her attention was focused on the vines. He took a deep breath and his horn glowed. The script appeared on the vines again.

“This lettering,” Mimic said. “It’s… it’s not the changeling alphabet, but it looks close. Like, the letters are all a little off, and even if they weren’t, it’s mostly just gibberish. But there’s a few words here. Hold and time, right here. And over here, this either says chisel or breath.”

“Those words aren’t even close to each other,” Apple Bloom said.

“Well, not in this language,” Mimic said, tilting her head, and again Scootaloo got the impression she was rolling her eyes, though it was hard to tell with changelings.

“Over here,” Spike said. “This character looks like the draconic symbol for dragon, but upside down. Is this a changeling letter too?”

Mimic shook her head.

The script faded and Thistleroot’s horn stopped glowing. He took a deep breath, shaking his head. “Sorry. Just need a minute.”

“Let me take over,” Sweetie Belle said. Her horn began to glow pale green, and the magic began to spread across the vines. Colors poured out from where the vines touched the door, like inks poured across the floor, mixing with each other. Sweetie Belle’s horn stopped glowing and the colors recede. She frowned, and tried again. The colors poured out once more, and receded again when she ended her spell.

“Midlight did say the effects depended on what spell was cast,” Thistleroot said. “Try something else.”

“How about a spell to burn the vines away?” Mimic suggested. She dropped her pony form and turned toward the door. Green fire erupted from her horn like a lance, slamming into a thick weave of vines near the bottom right corner.

The vines didn’t so much as singe, but the area around where the fire hit began to glow with faint blue light. Faint blue symbols appeared on the stone beneath the vines. They vanished after a few seconds.

“Okay. Maybe we’re getting somewhere. Anything else we can try?” Thistleroot said.

“Um, how about Rarity’s gem finding spell?” Sweetie Belle asked. Her horn glowed once again.

The pale green light spilled over the carving, and for a moment the stone became translucent. Beneath it was an intricate webwork of softly glowing patterns, interconnected circles and runes laid over each other in a dozen layers until it looked like the scribbles of a madpony.

The spell faded, leaving the group in silence for a long moment.

“We are in way over our heads, aren’t we?” Thistleroot asked.

“Yup,” Apple Bloom said.

“Let’s get back to town,” Scootaloo said. “Maybe Midlight can help now that we've actually seen Libiris. And we can still ask the townsponies.”

“It’s better than doing nothing,” Apple Bloom agreed.

“How about some water first,” Spike said. “Before we have to walk through that trail again.”

“Good idea. Here,” Sweetie Belle said, opening her bag. She frowned, tilting her head, and levitated her canteen to Spike. He accepted it, taking a long drink.

“What’s wrong?” Scootaloo asked.

“My cosmetics kit.” Sweetie Belle lifted some scarves and another canteen out of the pack. The kit came next. “There it is. But, we used it last night. What was it doing at the bottom?”

“Maybe it shifted to the bottom while we were hiking?”

“Maybe,” Sweetie Belle said. “But it was packed pretty tight, and the kit isn’t as heavy as the water.”

“Y'all don’t think somepony went through our bags, do ya?”

“Maybe. Oh, that’s super creepy,” Scootaloo said.

“It makes sense,” Mimic said. “We’re complete strangers to them. They let us stay the night, but it makes sense they would want to look for anything dangerous we might be carrying.”

“Maybe, but that’s still really creepy,” Sweetie Belle said. “Nothing’s missing at least.”

A cold sensation of dread slithered into the pit of Scootaloo’s stomach. She pulled her own saddlebags off her back and started rifling through them.

“Good idea,” Thistleroot said, doing the same.

“Still there,” Spike said, pulling a comic book from his pack. “And still wrapped tight. Thank goodness.”

“All here,” Apple Bloom said. Thistleroot nodded.

“No. No, no, no!” Scootaloo upended her saddlebags, spilling the contents across the ancient stone floor. She fell back on her haunches, the bags tumbling from her hooves. “It’s gone.”

Her friends looked at her questioningly.

“The fragment of harmony. The one Princess Celestia made before she was imprisoned. It’s missing.”

Return to the Center

Scootaloo was in the air before she’d made the conscious decision to move. Her upended bag lie forgotten on the ancient stone below. She barely heard Thistleroot call Mimic’s name, and was only half aware of the changeling following her up a handful of seconds later.

She punched through the hole in the canopy directly over the sealed building and turned south. She could see the break in the trees where Greenhaven Grotto began.

Mimic called something, but the words fell on deaf ears as she raced toward town. Her wings burned with the effort, and she felt the tension in the air around her. Any faster and she’d reach the all or nothing point of a sonic rainboom.

Trees became houses as she reached the town, and she pulled up, eyes scouring the road ahead for the research center. They had come down that road before. There was the town center. Which building was it? There! She tilted forward into a dive.

Something hit her hard from behind, driving her down a dozen feet. She flailed, taken completely by surprise. She tried to regain altitude, but felt somepony pin her wings to her side. She realized who it must have been a moment before she and Mimic began free falling.

Her stomach dropped and she struggled for control of the fall, but the changeling had her. Thirty feet from the ground, Mimic pulled up, converting their fall into forward motion. They hit the ground hard. Scootaloo’s side hit with enough force to leave her breathless. They rolled, and then Mimic released her. She tumbled wings over hooves.

She came to a stop half a dozen feet away, dizzy, hurting, and barely able to get a breath. She could already feel the tender spot on her side that was sure to bruise.

Mimic regained her hooves first, looking not much better than Scootaloo felt.

“Have I,” Mimic panted, “got your attention now?”

Scootaloo tried to speak, to ask Mimic what she thought she was doing, but she still couldn’t manage more than quick, shallow breaths after getting the wind knocked out of her.

“What are you doing?” Mimic asked. “Were you just going to leave everyone behind? Didn’t you hear any of them calling? Asking you to wait?”

“You don’t understand,” Scootaloo managed to say. She took another few breaths. “We need that fragment. To save Twilight.”

Mimic shook her head. Her expression sour, similar to the looks she gave Scootaloo when they first met. “No, I do get it. You ponies love to go on about friendship and harmony, and then the second something goes wrong you have to rush off to play hero without any thought of letting your friends help.”

Scootaloo hesitated.

“It’s the same rash thinking that made you think you could out fly Queen Lirian before you were brought to the hive. And if that’s how you handle everything, you’re going to get yourself killed. Then I risked everything for nothing.”

“It’s not like that,” Scootaloo said, pushing herself onto her hooves. “We don’t know why they went through our things, or why they took it. If we wait, it might be too late.”

“Your friends are too slow, so you had to leave them behind?” Mimic asked.

Scootaloo’s next words froze in her throat. Was that what she’d done? No. She had no idea what was happening back at the research center. It was possible that Midlight or whoever had taken the fragment of harmony had already rendered it unusable or expended. Or that they hadn’t yet, but every second counted.

On the other hoof, if she ran into a situation she wasn’t able to handle by herself, she could have ruined their chance of getting it back. What would Rainbow Dash do? Her sister’s first instinct would to be to rush in, but in the end she’d trust her friends.

Scootaloo closed her eyes and sat back on her haunches. She heard Mimic drop into a sitting position as well.

They waited. Every second that passed pushed Scootaloo closer to screaming in frustration. She glanced over her shoulder toward the center of town once. Then again. She stood. Pawed at the ground. Sat again.

A faint glow illuminated the path leading toward Libiris. Scootaloo jumped back to her hooves.

Apple Bloom came galloping out of the forest first, followed by Spike and Sweetie Belle, and finally by Thistleroot. They were all out of breath, but came to a halt when they saw Scootaloo and Mimic.

“Sorry for bolting like that,” Scootaloo said. “I uh…”

“Apologies later,” Mimic said, turning and starting for the town center.

“Glad ya waited for us here,” Apple Bloom said with a smile before following. Sweetie Belle and Spike were right behind her, and Scootaloo followed.

“I’m... right behind… you,” Thistleroot gasped, shakily bringing up the rear.

*****

“Anypony have a plan?” Apple Bloom asked minutes later. The group stood at the far end of the town center, out of view of the research center.

Scootaloo could just make out motion in the second floor windows. Ponies were bustling about up there. More ponies than they’d seen in the town so far.

“Hard to come up with a plan when we don’t know anything,” Scootaloo said. “They’re just a bunch of eggheads, right? We might be able to just bust in.”

“Maybe, but there’s a lot of them. We should go for a subtle approach first,” Thistleroot said. “Then if that fails we can try bucking down the door.”

“I think I’ve got an idea,” Mimic said. She disappeared in a wash of changeling magic, and a moment later Star Charmer stood in her place. “I can get inside and look around without raising suspicion. Maybe grab the fragment and get out, or at least find out where it is and what they’re doing with it.”

“Unless you run into the real Star Charmer,” Scootaloo said. “Remember, her dad needed her help today.”

Apple Bloom shook her head. “Ah don’t think she’ll be up there. She’s probably waiting for us to come back.” She tilted her head toward the research center. “They know we’re gonna figure out it’s gone at some point, so they’ll want somepony we know waiting up front, to keep us busy for as long as they can when we get back. Remember the Cutie Mark Crusaders home decorators fiasco?”

“Ugh, don’t remind me,” Scootaloo said while Sweetie Belle winced.

“If Mimic goes in through the back, she shouldn’t run into Star Charmer right away,” Apple Bloom said.

“It is the best plan we have,” Sweetie Belle said.

“Yeah. And then if Star Charmer is waiting for us, we can walk up to the front after Mimic leaves,” Spike said. “Then we make sure she’s busy so she can’t go back in. And if Mimic needs help, we’ll be close enough to hear her call.”

Scootaloo looked from Mimic to Apple Bloom and Sweetie Belle, and then back again. “Alright, we’ll try it like this first.”

“Okay. Give me two minutes to get around back, then start walking toward the door,” Mimic said before turning and trotting back up the street. She rounded the corner to an alley and was out of sight.

Two minutes later, Scootaloo stepped out into the town center and began making her way toward the SEA Research Center.

Just as Apple Bloom predicted, Star Charmer exited the center when they were within thirty feet. Her expression was guarded as she came to a stop. When she spoke, her voice was flat. “You’re back earlier than we expected.”

“Yeah,” Scootaloo said. “We checked out Libiris. We thought now that we’ve got an idea of what we’re trying to get into, we can start asking around for advice.”

Star Charmer seemed to relax just a bit. “Great. I can show you to the Mayor’s house, if you want to start with him,” she said.

“Actually, we wanted to talk to Midlight first. About the technical details he mentioned yesterday,” Scootaloo said, stepping closer. Star Charmer took a small step back.

“Dad’s actually really busy today. Maybe you can talk to him over dinner. I’m sure he’ll…” Star Charmer trailed off. She took another step back. Her eyes broke away from Scootaloo’s for just a moment, glancing at Scootaloo’s side. She stepped again, this time moving right in front of the door to the research center.

Scootaloo sighed. She hadn’t even considered taking the precious few seconds she would need to put her saddlebags back on, let alone repacking them. Nopony moved. Scootaloo wasn’t sure if her friends had realized her mistake, but everypony had caught on to the sudden tension in the air.

“We need to go inside, Star Charmer,” Scootaloo said.

Star Charmer shook her head. “Dad told me not to let you back in.”

“Move out of the way,” Scootaloo said, taking another step closer.

Star Charmer shook her head again. “You don’t need to come in. Just go away.” Her voice was faint, and it was obvious she was scared. Scootaloo hesitated.

The young unicorn’s eyes were shut tight, but Scootaloo could see tears welling up at the corners. Still, she held her ground, hooves planted firmly just outside the door, tail twitching nervously. Her horn glowed with the beautiful silver color of starlight. “Just go away.”

Scootaloo stepped back. She hadn’t meant to scare the girl. She looked to her friends. Apple Bloom wore a similar expression of hesitance. Sweetie Belle and Thistleroot had already begun to turn.

“Just go.” The glow of Star Charmer’s horn brightened with the words.

“Maybe we should just leave,” Sweetie Belle said.

Maybe… Yeah. Sweetie Belle was right. What else could they do? Right?

But, didn’t they come for something? Wasn’t there something they had to do?

Scootaloo looked back toward Star Charmer. The unicorn still stood, eyes closed, shoulders hunched, horn glowing. A faint speck of black appeared floating near the base of the unicorn’s horn. A line of black smoke drifted up in a spiral around her horn from the speck. Another line of black smoke appeared, and then a third. The smoke swirled about in the silver magic. The beautiful color became tarnished.

Scootaloo frowned. That didn’t seem right. Had other unicorns magic ever looked like that? Or was it happening because of a specific spell that Star Charmer was casting? What spell was she casting?

A solid thought coalesced in the haze of Scootaloo’s mind. Star Charmer was using magic! In that moment, the fog that had begun creeping into her thoughts vanished. It was replaced immediately by a hot anger, and Scootaloo stepped toward the girl, only to hesitate again.

The dark smoke that had begun to swirl about her horn had replaced the silver light entirely. Dark lines, like veins, were beginning to spread across the silvery blue fur around the base of her horn.

“That is not normal,” Thistleroot said from behind Scootaloo. His voice sounded lucid, and Scootaloo guessed that whatever spell Star Charmer was casting had ended for everypony.

The dark smoke around her horn whipped about violently once, as though caught in a sudden gail, and then dispersed. Her body stiffened, and then she collapsed.

*****

The heavy deadbolt glowed green with changeling magic and turned. Mimic, still in the guise of Star Charmer, eased open the side door of the SEA research center and went inside.

The hall inside was dark, but several muted voices drifted in from a nearby stairwell. She followed them up, quickly going over what little she knew of the unicorn and what questions she might have to answer. As she reached the second floor and entered a well lit hall, she began to focus on keeping the gnawing worry from showing on her face. Despite her name, as a gatherer she’d not often been called upon to practice her mimicry.

If the ponies discovered what she was, she could have a fight on her hooves. She didn’t know if she could bring herself to fight back, should things go wrong. In her mind she saw the crumpled form of a pony on the ground before her, this time with wings and a dark coat. She closed her eyes, forcing the thoughts from her head. This wasn’t the time for that.

The voices were louder up ahead. Mimic stepped through the next doorway before she could change her mind.

Half a dozen ponies stood in the room. None spared her a passing glance, save for Midlight, who waved her over with one wing. She approached.

“Anything happen?” He asked, only glancing up for a second. On the desk before him was a battered notebook filled with tiny scrawl. Mimic looked at the other ponies. They all seemed similarly occupied. Two unicorns spoke over a heavy tome, while an earth pony and a pegasus had taken to a dry erase board in the corner.

“They came back,” Mimic said. “I don’t think they noticed yet. They wanted to talk to the townsponies about Libiris, so I pointed them toward the mayor.”

“Excellent. Hopefully he’s feeling long winded today,” Midlight said.

Mimic took a stab in the dark. "Isn't he always?"

"True. It shouldn't be much longer now, at any rate."

Mimic watched the ponies work for a few minutes, afraid to make any move that would give her away. The fragment of harmony wasn't in the room, as far as she could tell, but her best bet was to simply observe until she found out enough to act on.

A unicorn mare entered the room after a little less than five minutes. “Midlight.”

“Yes, Marble?”

“I just finished up with the Sitrest testing. Ivy’s running a light spectrum analysis now, but it’s looking like your initial thoughts were on the money.” She offered a clipboard to Midlight. “That crystal is resonating on six readable frequencies at once, and the energy density is higher than anything I’ve measured before.”

Midlight’s eyes darted across the clipboard. “Good. We have a bit longer than I thought we would, but there’s no telling how long. Will you be able to unravel it?”

“I think so. Once Ivy’s done mapping out the structure I’ll know for sure.”

Mimic swallowed, looking between them. Unravel? That didn’t sound good. “Do you think Ivy needs any help?” she asked.

The mare, Marble, shook her head. “He just has to wait for the machine to do its job.” She turned back to Midlight. “I’ll come back when we’re ready, boss. It’ll be just a minute.” He nodded and she walked away.

Mimic watched her go and considered following. Would it be suspicious? If she could just see the fragment of harmony, she could grab it and dash. But the mare had said something about a machine. Would she be able to get it out? Or should she wait for a better moment?

Midlight sighed. She looked back to see him reading over the clipboard. “I know what you’re thinking.”

Mimic’s heart skipped a beat before she realized he didn’t mean literally. Pony expressions were just weird like that. She replied with a noncommittal “Hmm?”

“Star, magic like that isn’t something that comes around every day, especially if the source of that magic has been captured. This is an opportunity we may never get again. We need to take it.”

Mimic glanced back toward the door. Marble had left the room, and the chance to follow her without raising undue suspicion had gone with her. For now, best to play into his expectations, right? By the sound of it, he was trying to justify his actions, as though she wouldn’t agree with them.

“I know, but what if they need it too? You heard what they said happened to Canterlot.”

Midlight shook his head, one hoof rubbing at his temple. For a moment, he looked much older. “I… the magic is powerful, but there’s not much good it can do in a situation like that. It’s not enough to save the world.”

“Boss?” Marble’s voice called out from across the room. “The analysis is done. Good news.”

Midlight smiled. “But maybe it’s enough to save mine.” With that, he set the clipboard down and made his way out of the room.

“And just what is that supposed to mean?” Mimic asked under her breath before following.

Midlight's Choice

Mimic followed Midlight out of the room, down the hall, and into a small lab. Several machines sat on the counter space along each wall, their functions a mystery to her. On a table in the center of the room, glowing with a warm, golden light and looking none the worse for wear, was the fragment of harmony.

“Your suspicions were right, boss,” Marble said. “Specifically, it’s a highly concentrated source of harmonic magic. The Sitrest test revealed six traceable magical signatures, and further analysis confirms they’re resonating with one another across a spectrum of frequencies. The crystal itself forms a structural matrix for the spell, which is why our initial attempt to use it failed. The spell is capable of breaking an enchantment, but it can only be used by one of three predefined ponies. It’s a fairly impressive construct for its size.”

“Is it enough?” Midlight asked.

“Only one way to find out.”

Midlight closed his eyes, took a steadying breath, and said, “Then let’s give it a try.”

“Okay. Ivy, you ready?” Marble asked. An earth pony, this one a brown male, nodded and held a pencil between his teeth. Marble turned her attention to Mimic. “Star, come stand over here then.”

Mimic complied, moving to stand a few paces from the unicorn. The movement put her within reach of the fragment. She could grab it and run, but curiosity held her in place. There was obviously more going on here than she understood.

“Are you ready?” Marble asked.

“Uh, no? What exactly is going to happen?” she asked. She tensed, ready for the question to spark suspicion, but Marble didn’t bat an eye.

“Well, using the Sitrest readings, I’m going to unravel the structural matrix of the harmonic spell, reverting it into base energy, and then I’m going to re-structure that energy into your father’s unbinding spell. Given the nature of this magic, well, hooves crossed this time. You just need to stand still and remember to breathe. It’ll only take a minute.”

Comprehension dawned. Mimic leaned forward, hoof coming up to swipe the fragment of harmony before they could destroy it trying to cast a spell on the wrong pony. Before she had grabbed it, another pegasus entered the room.

“Boss. Star Charmer.”

Midlight turned toward him. “Hmm?”

“She’s collapsed again. She’s downstairs. So are the guests.” The pegasus paused, eyes coming to rest on Mimic.

Everypony in the room turned toward her.

She grabbed the fragment and turned, wings appearing in a flash of changeling fire. The room had no windows, but only two ponies stood between her and the door. A moment’s surprise was all she needed and she’d be gone.

She didn’t get it. Midlight was between her and the door almost instantly, his own wings spread wide. He wasn’t particularly well built, but then neither was Star Charmer. He blocked Mimic long enough for the other pegasus to react, and the two of them forced her to the ground. The fragment of harmony was wrested from her grip, and a brown hoof came down to rest on her horn.

“One of you was a changeling,” Midlight said, seemingly as unfazed as he’d been when learning of Canterlot’s destruction. “Surprising.” He stepped back, the fragment of harmony clutched beneath one wing. The second pegasus and the earth pony Ivy kept on her, restraining her.

“Where is Star Charmer?” Midlight asked.

“Bunk room,” the pegasus said.

“Marble, with me please. Ivy, Chaser, please keep the changeling here. If it tries to escape, break its horn.” With those commands issued, he stepped out into the hall, followed by the unicorn.

A minute passed in silence. The two ponies keeping watch over Mimic shifted their weight, getting comfortable. An earth pony and a pegasus. Neither was particularly intimidating. What had Scootaloo called ponies like them? Eggheads?

“Hey, do you ponies want to see something neat?” she asked.

They looked down at her, then to each other. They didn’t answer, but she felt Ivy put more of his weight on her horn: a silent warning.

“Yes, I heard what he said, but that was what I wanted to show you,” Mimic said. And then, with a flash of magic, her horn vanished.

*****

Scootaloo and Apple Bloom had settled Star Charmer onto one of the bunks by the time Midlight entered the room. He was flanked by three other ponies. More stood outside the door, looking in with varying expressions of worry and curiosity.

A unicorn mare that had entered with Midlight crossed the room and placed a hoof against Star Charmer’s forehead. She used her hoof to open one of Star Charmer’s eyes, then the other, moving with a practiced surety.

“Pupil dilation is normal. Nothing unusual.”

Midlight nodded before shifting his attention to Scootaloo. As he turned, she saw a golden glow peeking from beneath his right wing.

“We want that crystal back,” she said.

“I’m afraid that’s out of the question.”

“It ain’t yours to take,” Apple Bloom said, stepping forward. “We ain’t asking.”

“What are you going to do with it?” Midlight asked.

“We’re going to use it to free Twilight Sparkle. Then she can free the other Element Bearers and the princesses,” Scootaloo said.

“And where is Twilight Sparkle right now? You said she’d been taken by a changeling queen, didn’t you? Do you know where she’s being kept? Do you know if she’s still even alive?”

“No, I don’t,” Scootaloo said, voice filled with heat. “But we don’t get anything out of assuming the worst. We have to do what we can.”

“And what happens if you do free Twilight Sparkle from stone? She’ll prevail where the princesses failed?” Midlight shook his head. “It’s futile. There’s too many unknown elements, too many slim chances. You would be throwing away powerful magic for no gain. The last of the harmonic magic we’re ever likely to see from the Elements of Harmony. I won’t have it. Not when it can be put to real use.”

Scootaloo began to retort, but Sweetie Belle spoke first, voice soft, “You mean for Star Charmer, don’t you?”

Scootaloo turned. The silvery blue unicorn still lay unmoving on the bunk, eyes closed. She thought she saw Star Charmer’s eyelids flutter, but then she was still once more.

Midlight closed his eyes slowly, and when he looked again to his daughter he seemed older. Tired. “Yes.”

“What’s wrong with her,” Sweetie Belle asked.

Midlight hesitated, then shifted so that his right side was a little further back, the fragment held away from them. “We’re not sure. A curse, a magical sickness, something in that vein. It began nine years ago, just after we first came here. Whenever she tries to use magic, this happens, and it’s been getting worse. Even when she doesn’t use magic, she grows tired.”

As he spoke, some of the ponies watching from out in the hall edged into the room. A few of them moved to open spaces in the corners. Two, a brawny grey earth pony and a slender pegasus mare, took up positions near Midlight, facing Scootaloo and her group. A silent but obvious show of force.

“You have to understand, we tried so many treatments. At first, we went away to find healers and doctors, thinking maybe a change of environment would help. Travelling only made her weaker, so we started bringing ponies here whenever we could. My connections through the SEA helped there, but nopony could figure it out. Eventually I got desperate enough to take the problem to Princess Celestia herself, but it came to nothing.”

“That crystal you're holding was made by Princess Celestia,” Scootaloo said. “If she couldn’t help then, why do you think that will now?”

Midlight shook his head. “I knew even back then that the Elements of Harmony could help. They’re the strongest form of magic known to ponykind. They just needed to be guided. So I spent the years since studying my daughter’s affliction, learning what little I could of it, and developing a spell that would use harmonic magic to unravel it. And just as the spell was nearing completion, you came and told me that the elements had been lost to us.”

“We can still save them, though,” Scootaloo said. “We can use that magic to free them, and then they can help you with the spell.”

“How sure is your victory?” Midlight asked. “How confident are you that you can find Twilight and free her? That you can free the others and defeat this changeling queen and the thing she freed?” His face hardened. “The world hasn’t ended. We’re still living just as we always have. And ponies will continue to survive no matter who rules them. The same can not be said about my daughter.”

A faint voice spoke up from behind Scootaloo. “Dad.” Everypony turned to see Star Charmer pushing herself into a sitting position. She looked tired, fragile even, but her gaze was set unwavering on her father. “Just give it to them.”

Midlight shook his head again. “Star. I know your feelings on the matter, but this is our last chance. We can’t give up on it.”

“I’m not the one giving up,” Star Charmer said. Midlight tried to speak, but she cut him off. "I grew up with stories about Twilight Sparkle and her friends. They were right up there with the first Hearth's Warming and with Starswirl and the heroes who traveled with him. You’re the one who told me about how they beat Nightmare Moon and Discord.”

Star Charmer shifted off the bed. She wavered, and the unicorn mare beside her moved to catch her, but she managed to keep her balance. “Scootaloo told me about what would happen if they can’t win this time. That changelings and other monsters would be able to do whatever they want. We already stay away from the forest at night. What happens when the things out there start coming into the town? I don’t want that on my conscience. We should be trying to help them, not fighting against them.”

Midlight lowered his head. A long moment passed. “You’re right. Of course, you’re right.” He sighed. Scootaloo felt the tension in her shoulders relax.

“You really are your mother’s daughter. I’m sorry, but I can’t. Marble, restrain her.”

“Dad?” Star Charmer said, eyes widening. She turned as the unicorn beside her stepped back. Marble’s horn flashed and the blanket on the cot jumped onto Star Charmer’s back, bearing the young mare to the ground.

Scootaloo reacted a beat too slowly. The pegasus mare that had entered during their talk moved between her and Midlight before she could charge him. The brawny earth pony stepped closer to Midlight while the others moved forward creating a barrier between him and Scootaloo’s group. Eggheads or not, they outnumbered Scootaloo’s group two to one.

“Boss?” the earth pony said.

“Keep them back,” Midlight said. “We only need a few moments.”

“I just wanted you to know I’m sorry,” the earth pony said before rearing up on his hind legs. Midlight tried to move, but he was too slow. The earth pony came down in a vicious blow, driving his front legs into Midlight’s left wing.

His wing broke with a muted crack and he cried out in pain. He fell to the floor. The fragment of harmony skittered away.

With a wash of green flame, the earth pony became a slender pegasus and dived after it.

Scootaloo moved, charging forward and slamming into the pegasus mare with a heavy shoulder tackle. The mare went down, one leg instinctively covering her head.

Apple Bloom was only a heartbeat behind, turning to buck another pony out of the way.

“Mimic!” Scootaloo called. The changeling turned, saw the newly created opening, and dashed toward it. She passed Scootaloo and Apple Bloom and the two of them fell back.

A wave of magic washed over them and Scootaloo’s body slowed. It was like a lead blanket had been thrown over her. She turned, the movement taking far too much effort, and saw Marble, eyes half closed in focus, horn shining like a beacon. The other ponies of the SEA research center had recovered from the sudden flurry of action and were closing on them.

And then Scootaloo saw Star Charmer. The unicorn had managed to regain her hooves when Marble’s attention had shifted. Star Charmer looked to Mimic, the fragment of harmony tucked under one leg, the other moving agonizingly slow toward the back window. She looked to her father, forcing himself back up, wing bent in two places. Then, she met Scootaloo’s gaze.

Star Charmer’s face set. She turned, and with what little strength she had recovered, she threw herself at Marble.

Scootaloo jerked forward as the spell ended, but managed to keep her balance. A fraction of a second later the window shattered with changeling fire and Mimic was through. Spike, Sweetie Belle, Apple Bloom and Thistleroot climbed through after her. Finally, with one look back at Star Charmer who had once again been forced to the ground, Scootaloo followed.

Pony, Dragon, and Changeling

A few ponies came through the window after them, but it was a token gesture. The sudden upset caused by Mimic had set them back too far, and even Thistleroot was able to keep a lead on their pursuers. They hit the edge of town and Thistleroot’s horn flared with magic. The close knit trees leaned in after them as vines and foliage all around wound together, blocking the path.

Still, Scootaloo and her friends didn’t stop running for another ten minutes.

Thistleroot was the first to slow, and then stumble to a halt. Sweetie Belle didn’t seem much better off, so the group stopped to catch their breaths.

Mimic pulled the fragment of harmony out from under her wing and offered it to Scootaloo. “Here.”

Scootaloo took it, feeling the warm glow spread through her hoof. Beneath the golden surface, she could still see hints of each color of the rainbow dancing about each other. It seemed to be whole.

“Thank you.”

“Don’t mention it. So, we should get moving, right? Star Charmer said it was twenty miles out of the forest, and it’s going to be dark before we can manage that.”

As Mimic spoke, Scootaloo borrowed one of Sweetie Belle’s scarves and wrapped the fragment of harmony.

“Maybe we could double back and find somepony who isn’t connected with the research center,” Sweetie Belle said.

Apple Bloom shook her head. “A town that small? Nopony is going to trust a buncha strangers over their neighbors.”

“Yeah,” Scootaloo said. “If we keep moving, we might be able to get out of here before midnight, at least. As long as the main road is fairly clear. Let’s go.” And with that, she began walking again.

The oppressive silence of the forest settled in around them, broken only by the occasional snapping of sticks and rustling of leaves as they brushed past. Nopony wanted to waste their breath breaking it.

Scootaloo faltered when she saw the fork in the path ahead.

“Scoots?’ Apple Bloom said.

Scootaloo’s head dipped in thought for a moment, and then she started walking again. “We haven’t finished what we came here to do yet.”

“Do ya think that’s a good idea? Daylight’s burning, and Ah don’t want to spend more time out here in the dark than Ah have to.”

“Apple Bloom’s right,” Spike said. “Even Starswirl the Bearded couldn’t get into Libiris.”

“I know,” Scootaloo said, stride slowing again. “It’s just... If we don’t, then everything that happened here is pointless. Midlight’s broken wing, letting them see the fragment of harmony and then taking it away again. What if it really could have helped them, and we fail?”

Everypony was silent for a long moment. FInally, Sweetie Belle said, “I guess a few more minutes won’t hurt.”

They pushed their way through the thick overgrowth of the left path and Libiris came into view once again. Scootaloo climbed the steps first, and as she did the glowing lines of the seal reappeared. She ignored them for a moment, gathering the spilled contents into her saddlebags and putting them back on.

“So, any ideas?” Thistleroot asked.

Scootaloo sighed. “Not really. What about you? You read a lot.”

“Yeah, but this stuff is way over my head. Sweetie Belle, can you do that X-Ray spell again?”

Sweetie Belle nodded and cast her sister’s gem finding spell. As before, the stone carving of a pair of doors became translucent. Beneath the surface, countless lines and symbols crossed in an impossibly tangled web.

Thistleroot leaned closer. “I mean, it has to be some kind of enchantment, right?”

“Sure.”

“Which means these lines direct and store power. That’s just how enchantments work. You can’t have any lasting magic without a power source and a structure. The problem is that there’s so many different lines here.”

He studied them for another minute, and then shook his head. “I’m sorry, enchanting just isn’t my strong suit.”

“What about the thing that happens when you try to control the vines?” Mimic asked. “That’s your specialty, isn’t it?”

“I mean, it’s an enchantment on a plant, so not really.”

“Well, do your plant thing again,” Apple Bloom said. “Maybe if you do it while Sweetie Belle is using her x-ray spell, we’ll see what’s going on.”

Thistleroot nodded, ducked his head, and his horn began to glow. As it did, the lines beneath the surface of the stone twitched, and then shifted right.

Not all of them, Scootaloo noticed. Only about a third of them had moved.

The lines turned, and shifted again. Sets of two joined end to end, making longer lines. They turned again, and then began to drift toward the surface. They flowed into the vines growing over the door, and where they touched the surface, they glowed bright green, creating the script that had appeared before.

As a result, the webwork of symbols still inside the wall were left less cluttered.

“Oh, oh,” Thistleroot called, pointing.

“Mimic, there were blue letters when you hit it with fire before, right?” Scootaloo asked.

Mimic nodded. “Yes, but they disappeared almost immediately.”

“Can you try using magic against the door again? Something that’ll last longer than a blast, just so we can see what happens?”

Mimic nodded again and her horn glowed. Green sparks of changeling fire began dancing along the wall.

Half the remaining lines and circles within the wall shifted, and the turned and pressed into the surface of the wall, glowing blue as they did so.

“We’re still missing something,” Scootaloo said. “Sweetie Belle, do you have any spells that might work?

“I can try, but I’ll have to drop the gem finding spell.”

“Maybe I can try,” Spike said. “There were some draconic symbols in there before.”

“Couldn’t hurt,” Apple Bloom said.

Spike stepped up, took a deep breath, and released a thin stream of flame right at the center of the door.

The last of the lines moved, this time framing the carving with the odd script in a bright crimson. A wave of pressure pushed out from the door and then retracted, like a single heartbeat, extinguishing Spike’s and Mimic’s flames. Thistleroot’s and Sweetie Belle’s horns darkened as their hold on their individual spells slipped.

The lines on the wall and vines moved. They twisted and blurred as they were drawn into three points about two thirds of the way up the carving. The lines around the points sharpened and became circles, each a different color. Each circle was bordered by an intricate weave of symbols with a single larger symbol at the center.

“I know that symbol!” Spike called out, pointing at the red circle in the middle.

“I can read that,” Mimic said at the same time, pointing toward the blue circle on the right.

A second passed, and Thistleroot pointed at the green circle on the left. “I have no idea what that says.”

“What do they say?” Scootaloo asked, ignoring him.

Spike stepped up closer to the door. The red symbol was comprised of a circle starting on the left top side and sweeping counter clockwise to the top. The line curved in and splitting into what seemed to be a fanged mouth swallowing a star. “The middle symbol looks like a simpler version of the crest of the dragon lord.”

“The right symbol is the one we use for the first queen,” Mimic said, pointing to a blue diamond with a six pointed cross inside.

“The first queen?” Apple Bloom asked.

“It’s an old myth about the first changeling,” Mimic said.

“I think I’ve heard you use that phrase,” Scootaloo said. “Something like “I swear by the first queen” when you were threatening me about your brother.”

“You were threatening her?” Apple Bloom asked, eyes narrowing at Mimic.

“Not important any more,” Scootaloo said, stepping between them. “Do you know anything about this first queen?”

“She was said to be extremely powerful, and extremely beautiful. She originally learned to change her form because nothing in the world could stand to see her. I always thought it was a bunch of nonsense. Looking back on it now, it was probably Nocturne and a thousand years of exaggeration.” Mimic paused, eyes closed in thought. “She was also called the Night Queen and the Mother Changeling. Besides that, I’ve got nothing.”

“So we’ve got symbols for dragon lords and changeling queens, and whatever the green one is. Any ideas what we’re supposed to do with them?”

Everypony fell silent, thinking.

“Oh oh oh!” Thistleroot said. “Lost treasure, lost treasure!”

“Huh?”

“Daring Do and the Lost Treasure of Ikanthax!”

Scootaloo frowned, and then her eyes widened. “The temple of the seasons!”

“Uh, Ah don’t remember that one very well, care to fill us in?” Apple Bloom said.

“Daring Do went to the temple of seasons early on in the book,” Thistleroot said.

“But it was sealed shut,” Scootaloo said.

“It wasn’t until she had the orb of time that the keyholes appeared!”

“And she had to use the four elements to undo the locks in order!”

“So, we have to use pony, changeling, and dragon magic to unlock it?” Mimic asked. “We already did that.”

“And it showed us the locks,” Scootaloo said. “Now maybe if we use the magic directly on the locks it’ll open them. The green one is first, try it Thistleroot.”

Thistleroot’s horn glowed with its normal blue light. The green symbol glowed as well, and then the light around his horn turned bright green. The symbol vanished and the vines began pulling away from the wall. Within seconds the entire section was clear.

“Spike, try hitting the dragon symbol with fire!”

“On it,” Spike said, taking a deep breath and exhaling a stream of fire directly at the red symbol. The fire struck it and began to swirl about as though caught in a vortex. The red symbol disappeared and the fire spread out across the wall. The faint lines that covered the carving like stitches were burnt away.

Mimic unleashed a bolt of changeling magic without prompting, hitting the mark of the first queen. It vanished and changeling fire spread across the door. As the fire passed, the lines of the carving shifted outward, filling with a silver color. The horizontal bars extended from the wall and the dark stone beneath became polished wood. Within seconds the fire had changed the carving of a set of doors into real doors.

Scootaloo edged forward, hoof outstretched. She pushed against the bar on the door. It swung open without resistance. For the first time in over a thousand years, the light of day poured into Libiris.

The Librarian

The outer walls of Libiris were at least six feet thick, making the threshold like a short hall. Scootaloo led the way with Thistleroot and Sweetie Belle providing light right behind her.

The hall opened up into a room that looked like it took nearly half the building. On either side was a door, and two more stood on the far end of the room.

At the center of the room was a semicircular wall. On the right side of the area surrounded by the wall was a flight of stairs leading down. To the left of the stairs was a large circle carved into the ground. On either side of the enclosed space was a large black crystal. Other crystals were mounted to the walls around the room. Two on each wall, symmetrically placed.

Eight walls of white light surrounded the stairs, but as Scootaloo approached the closest turned to blue and then faded away. The others followed suit two at a time until the final wall had faded. A soft hum filled the room, and then the black crystals around the room began to glow, filling the entire room with a comfortable white light.

Sweetie Belle and Thistleroot looked at each other and wordlessly let their horns fade. Thistleroot shrugged.

“Down the stairs, or through the doors?” Scootaloo asked.

“Doors,” Mimic said. “We shouldn’t leave unchecked areas between us and the only exit.”

“Why, you don’t think there’s something dangerous in here, do you?” Spike asked.

“No way,” Apple Bloom said. “This place has been locked up tight for a thousand years. There’s no way anything could be alive in here.”

“Discord was alive for a thousand years,” Spike said.

“That’s different. He was turned to stone. He wasn’t getting any older.”

“The princess is a thousand years old.”

“Yeah, but,” Apple Bloom hesitated, thinking. “Sure, but she wasn’t locked away. How could somepony survive in here for a thousand years? Even if they had food stores, no food I know of would stay good that long.”

Spike thought for another few seconds, but couldn’t seem to come up with a counter argument.

Scootaloo reached the nearest door on the left side and pushed. It didn’t budge.

An echoing female voice spoke from somewhere near the center of the room. “Ahdan dra bycc luta.”

Scootaloo skipped back from the door, but nothing more seemed to happen. She tried again, pushing against the door, but nothing happened. After about ten seconds the message repeated.

Mimic tried the door on the opposite side. The message played once again. Each door produced the same results.

“Stairs then?” Thistleroot asked. Scootaloo nodded.

The group began to descend, and Scootaloo found herself trying to move quietly. She didn’t believe they’d find anything alive in Libiris, but Mimic’s caution had put her on edge.

The chatter from earlier had stopped. The others seemed to be just as tense as she was. Between that and the thick layer of dust on the steps, the group was more or less silent.

The dust was uniform, Scootaloo noticed. Undisturbed. She glanced up at the corners of the stairwell. She hadn’t seen any webs since entering Libiris either. Not even bugs had managed to survive inside, it seemed.

The stairs hit a landing and turned back on themselves every twenty steps or so. Each landing was lit by the luminescent crystals the group had seen earlier. The sixth landing opened up to a larger, darker room. Between the stairs leading up and those continuing down was another large circle, like the one at the top.The two circles seemed to line up, with the stairs descending in a box around them.

“Check out the room?” Scootaloo asked in a whisper. “Or continue down?”

“Check it out,” Mimic answered. Nopony argued, so Scootaloo moved cautiously through out of the stairwell.

The room they’d entered was dark. The crystals she’d seen before were mounted on the walls, but they were either broken or turned to the lowest setting. They were enough to orient herself, but nothing more.

As her eyes adjusted she began to make out shapes. Large boxes. Shelves and tables, maybe? She turned and as quietly as she could told Mimic to get the others to spread out and keep behind cover. Mimic nodded and turned away.

Scootaloo moved further into the room and froze several steps later. She could just make out a silhouette in the darkness. It was roughly pony shaped, but larger. Almost alicorn sized.

If the thing could see in the dark she’d already be in trouble. Hoping it wasn’t just trying to lure her in, she crept forward. One hoof out, shift her weight, another step, and another, agonizingly slow.

The figure didn’t move.

She was able to make out more details now. The figure seemed to be uneven, or maybe just heavily clothed. She could make out the tangled lines of a beard just below what looked like its head, and something jagged above. Faint spots of light shone at several points, but after a moment Scootaloo realized they were just reflections of the light shining in from the landing.

What kind of pony had a reflective face? Scootaloo seriously doubted this thing had access to enough mane care products to achieve a coat that shiny.

Still the thing hadn’t moved. Scootaloo steeled her nerves and began crawling nearer, moving toward its back side. She reached back into her saddlebags and felt for the wrapped fragment of harmony. She put it close to the figure, held her breath, and moved the scarf so that a small sliver of the fragment was revealed. Soft golden light fell onto the back of the figures hind leg.

Rather than fur, the figure was made of wood. Scootaloo moved the fragment higher. More wood, occasionally patched with moss. Scootaloo looked over one shoulder, then the other, and pulled the cloth off of the fragment.

The figure was made entirely of wood. Scootaloo chuckled silently at herself, glad none of her friends had seen her acting so paranoid.

Looking closer, she could see the wooden figure wasn’t a pony. It appeared to be a carving of a deer. A buck, to be specific. It was taller and bulkier than Scootaloo. The beard she’d seen earlier was actually a thick tangle of moss growing from its face, and the jagged shapes above its head were the points of antlers.

The figure wasn’t particularly well crafted. The antlers looked like they were made of old driftwood, and the creature seemed to be made of parts rather than carved from a single mass of wood. The wood was old, of course. At one time it might have been a fine polished brown, but it had greyed with age.

Its eyes were made of two green gems, rounded rather than cut. They weren’t emeralds or any other green gem Scootaloo had ever seen. They were too pale, like somepony had mixed milk in with the usual color of an emerald.

Scootaloo almost dropped the fragment of harmony when the figure turned its head to face her. She skittered back until her back hit one of the tables.

The creature closed its eyes, and then opened them several seconds later in a slow blink. It moved, turning the front half of its body toward her and taking a sluggish step. Its joints creaked as it did so and the sound reminded Scootaloo of trees swaying in the wind.

The thing spoke, its voice as slow and creaking as its movements. “Knaadehkc.”

Scootaloo froze. The creature took another step toward her.

Two points of blue light appeared behind the creature. Mimic’s eyes reflecting the light given off by the fragment. The changeling stayed where she was, close enough to help the moment Scootaloo called.

Scootaloo swallowed, fighting back her nerves and moved away from the table she’d been pressed against.

The creature spoke again. “Tu oui cbayg?”

“Uh...” Scootaloo almost said she couldn’t understand it, but realized it wouldn’t understand her either. It didn’t seem immediately hostile, at least.

“Hu, E ryja caah ouin geht pavuna.”

On the other hoof, she had nothing better to do. “Hello?”

“Hel lo. Oac. E ghuf fryd drec ec. Ed ec... y... Oac. E ghuf fryd drec ec. Ed ec... y... a... pony? Yes, pony?”

Scootaloo’s ears pricked up on the last word. Had that just sounded like the word pony, or did the creature know what she was?

The creature tilted its head. “Un hu? Oui tu hud cbayg?”

She pointed a hoof at herself and said, “Pony.”

The creature nodded. “Oac. Yes. Ed ryc paah muhk. You are a pony.”

“You speak Equestrian?”

“Equestrian, yes. Y haf duhkia. New language. From across the sea.” The creature paused. “Perhaps not so new.”

“New language?” Scootaloo asked. “Oh, because this place was sealed up just after the first ponies came to Equestria, right?”

The creature nodded. “That is so.”

“You speak Equestrian very well for somepony who considers it a new language.”

“Language is knowledge,” the creature said as though that explained everything.

“Who are you?” Scootaloo asked. "How have you lived down here for so long?"

“I am,” the creature paused. “I don’t remember.”

“You don’t remember who you are?”

“Fryd fyc so hysa? Ponies once gave me a name. When their kind first came to this forrest. There was no word for what I am in their tongue, so they created one. Hysat yvdan Libiris. They called me the Librarian.”

“They created the word? You’re saying ponies didn’t have librarians before they met you?”

“Dryd ec cu. Do ponies have librarians now?” The Librarian asked. Scootaloo nodded. “That is good. Light. Yes?” A spark of green energy bounced between two points on his antlers and the light crystals on the walls of the room glowed brighter.

“If you’re a librarian, then that means this really is a library, isn’t it?” Scootaloo asked.

“This is Libiris,” the Librarian said.

“Are there books here?”

“Uv luinca. Books and more.”

“Can you show us where?” Scootaloo asked.

The Librarian closed his eyes and bowed his head in thought. “Cruf dra pony dra puugc. Cusadrehk E ys vunkaddehk. Yes, I can show you, but first you must... what is the pony word... cryna... contribute.”

“Contribute what?” Scootaloo asked.

“Knowledge.”

Scootaloo frowned. “Hey, everypony, you can all come out now.”

Mimic came forward from where she’d been standing ready. Thistleroot came to stand beside her. On Scootaloo’s left were Sweetie Belle and Apple Bloom, and on her right was Spike.

“Suna kiacdc. Buheac, y dragon yht y changeling.”

“What do you mean by knowledge?” Mimic asked.

“Secrets. Stories. Ynd. Cleahla. Magic. That which should be safeguarded for others. Any contribution will do.”

“Scootaloo, do you still have those books you took from the Ponyville library?” Thistleroot asked. “I bet those will count.”

Scootaloo shook her head. “I left them behind when Al told us they wouldn’t help.”

Thistleroot pursed his lips. “Can we all agree to just ignore him when he says stuff like that?”

“He said magic,” Apple Bloom said. “Anypony got anything magical? Besides that, o’course.” She tilted her head at Scootaloo, who was still holding the fragment of harmony.

Thistleroot pulled his bag off his back and rifled through it. Sweetie Belle and Spike followed suit. “Nothing here,” Thistleroot answered. Sweetie Belle shook her head.

“Nothing magic,” Spike said in a voice almost too quiet for anypony to hear.

Scootaloo turned back to the Librarian. “We don’t have anything to contribute, but we can come back with a lot of books later if you help us now. It’s important.”

The Librarian pondered her request. “Esbundyhd. I would be willing to help, but I fear I am limited. I may be the Librarian, but Libiris is the... mejehk vunla... the archive, the knowledge. It has been dormant. I do not know for how long. Perhaps, given time, I could find what you need, but the fastest way to awaken Libiris is to... tu yc ec hydinym... follow the rules.”

“Are ya saying the library itself is asleep?” Applebloom asked.

The Librarian nodded.

“Why was it sealed in the first place?” Sweetie Belle asked. “And who sealed it?”

The Librarian frowned. “I don’t remember.”

“Maybe we should risk a trip back to Greenhaven Grotto,” Thistleroot said. “We can explain that we managed to open Libiris and grab some books.”

“Ah don’t know,” Apple Bloom said. “Ah don’t think they’ll give us time to explain. Especially if Midlight’s been walking around lettin’ everypony see his broken wing.”

Mimic scowled.

“Ah’m not saying ya did the wrong thing, but they ain’t gonna listen to us.”

“Then we go to the nearest town in the morning, come back. That’s like, two days,” Thistleroot said.

“At this point, I don’t think we have a choice,” Scootaloo said. Two days. How much worse could things get in two days? It had been what, five, six days since Nocturne was freed?

“Excuse me, Mr. Librarian?” Spike said, shuffling closer. He opened his pack and pulled a plastic wrapped comic book out. “Would this count as a contribution?”

Thistleroot gasped.

The Librarian bent down to examine the comic book. “Power Ponies?”

Spike nodded. “Volume one, first edition. Mint condition.”

Points of green light flickered on the points of the Librarian’s antlers. After a moment, the light faded. “Stories. Lessons, dreams within the written word. Libiris will accept this.”

Spike frowned, as though hoping the Librarian would turn him down. “Then you can have it if you’ll help us.”

“Spike, you don’t have to do that,” Sweetie Belle said. “Twilight gave you that.”

Spike held the comic higher, and it lifted out of his hands, held aloft by an unseen force. His voice was unsteady as he said, “I’ll make her buy me one next year. After we save her.”

Sweetie Belle opened her mouth to say something else, then seemed to think better of it.

The Librarian turned and the comic moved with him, floating out of Spike's claws.

“Follow. It is time for Libiris to awaken.”

The Stacks

The Librarian led Scootaloo and her friends back up the stairs into the main room. His movements were sluggish and halting at first, as though he didn’t quite remember how to walk. He got the hang of it after a few steps, and by the time they’d reached the top of the stairs he was moving only slightly slower than a normal walk. Scootaloo was reminded of the timber wolves as she watched his wooden body move.

"Were you asleep down here all this time?"

"Asleep? No, not asleep."

"Then what was it?" Apple Bloom asked. "Frozen in time until the seal broke? Something like that?"

"I was awake. I was... for a time, there was nothing to be done. So I did nothing."

"Wait," Spike said. "You were just standing there in the dark because you didn't have anything better to do?"

The librarian nodded and continued on. Scootaloo cast an unsure glance back at her friends and followed him. He circled around the guard at the top of the stairs to the back left door and placed a hoof against it. The echoing female voice from earlier spoke. “Ahdan dra bycc luta.”

The Librarian answered, “Ubah cacysa,” and pushed. The door swung open easily despite sitting unmoving for a thousand years.

The room beyond had the light crystals, but they too were dull. Sweetie Belle lit her horn as the entered. Inside were four long counters, each just tall enough to be uncomfortable for Scootaloo to use. She flapped her wings and rose to hover even with the Librarian’s head.

The tops of the counters were cluttered with scrolls of heavy paper and long dried bottles of ink. Several tablets of gray slate lay nearby, each covered in light blue scrawl.

At the end of the each counter was a station of some sort. A stone surface with two arches, one on each side. Blue crystal spheres were embedded into the top of each arch. The Librarian came to a stop in front of one. His antlers flickered again, and a cloud of dust lifted from the stone workplace, rolling over itself to reveal a mess of concentric circles and runes. It reminded Scootaloo of a diagram of the solar system, but far more complex.

The comic book floated down onto the workplace and the two crystal balls began to glow. Each shined a short cone of blue light that stopped just a few inches short of the comic book.

The comic lifted off the table, floating level with the blue orbs. The top fold of the plastic opened, and the protective cover slid off. Spike winced and turned away.

The comic opened to the first page, then the second and third. As it did, three of the runes on the stone beneath it began to glow.

“Veldeuh,” the Librarian said. “Yldeuh. Ytjahdina.”

The pages of the comic turned, one by one, until it reached the last page and closed. The comic lowered once again, the glowing stopped, and the workstation came to a rest.

“Did it work?” Scootaloo asked.

“Ed caasc cu. It awakens.”

The lights brightened around the room. The workstation they’d been using hummed to life. The blue crystal balls glowed once more, and the circles and runes all glowed as well. The three other workstations did the same a moment later.

The comic vanished in a flash.

“What happened to it?” Spike asked.

“It has been taken down into the stacks. Should you wish to read it at some point, I will show you where it is located.”

“Okay. Just so long as it wasn’t like, vaporized or something.”

“You got your contribution,” Scootaloo said. “Can you help us now?”

“Yes. E pameaja cu. What is it you need?”

“We need to know everything we can find out about Nocturne.”

The Librarian tilted his head. “Hmm.”

“She might also have been called the first queen or the night queen,” Mimic added.

“Yes, she was,” the Librarian said. “I... think I remember something of her.”

“You do?” Scootaloo asked. For the first time since Al had told them of Libiris, she began to feel real hope about this errand. “What do you remember?”

“Little,” the Librarian said. “She was... yes, the changelings were her progeny. Her creations. First windigos, and they were wild and untamed, but they lacked insight. Then were the Kmuus Rihdan, specters. Another failure. Unsustainable. Finally, she created the changelings, and three sisters to lead them. Her favored children. The changelings were meant to be her perfect hunters. The ability to match any environment. Powerful magic. The ability to feed on energy to strengthen themselves.”

The Librarian moved toward the door. “That is as much as I can remember now. Lusa. The stacks will tell us more.” He led them back to the main room. The crystals lighting the room were glowing even brighter now. The circle beside the stairs was also glowing the same blue as the workstations. The Librarian stepped onto the circle and Scootaloo’s group did the same. It was just large enough to hold everypony comfortably.

The Librarian spoke, “Drent vmuun.”

The world went fuzzy around Scootaloo and the bottom dropped out of her stomach as though she’d just gone into an uncontrolled dive. Everything came back into focus and she was standing on one of the landings further down the stairwell. Before her a doorway opened into a well lit hall.

The Librarian led them through the hall and into the stacks.

Scootaloo wasn’t much of a reader outside the occasional adventure novel. She wasn’t an egghead like Twilight or Thistleroot. But still. Wow.

They had come out to a balcony of sorts. It stretched left and right, probably circling the entire room. Scootaloo couldn’t tell. The ends of the room were too far away. There were spiral staircases every thirty feet or so, connecting eight different levels of walkways. Bridges crisscrossed through the room, and between those walkways were bookshelves.

There had to be a better way to describe them, Scootaloo thought. Bookshelves fit in houses, or school libraries, or even the Canterlot royal library. These weren’t bookshelves. Bookshelves weren’t eighty feet tall. Bookshelves didn’t float freely in space, rotating slowly so a pony could grab books off of every side of them. Bookshelves didn’t line the roof in staggered rows reminiscent of a topographical map, but these did.

“This way,” the Librarian said, turning left along the path. Scootaloo snapped herself out of her amazement and followed. She looked back to check on the rest of the group. “Are you coming, Thistleroot?”

Thistleroot was sitting on his haunches, staring out into the stacks. “Yes, just, I need a moment.”

Scootaloo snorted and continued walking. She heard him trot after them a few seconds later.

They walked two hundred feet or so. The far wall didn’t seem to be getting any closer, but in the distance Scootaloo could make out a larger part of the walkway. A semicircular balcony jutted out from the wall. On it were tables, chairs, and three large stone apparatuses.

“Cool, Libiris has reading nooks,” she heard Thistleroot say from the back of the group. “If you guys don’t mind, I’m just gonna sit here for a few days.”

“Thistleroot, not to rain on your parade,” Apple Bloom said, “but how many of these books do ya think are actually written in Equestrian.”

“Well, uh. Huh. Hey, Librarian, do you offer language courses for whatever language these books are written in?”

“Language courses? Du daylr. It would not be impossible.”

“Oh yes! I am so coming back here once we save the world. What do you call that language, anyway?”

“Adanhym.”

“Adany him. Alright. First lesson, complete.”

The librarian smiled a slow, creaking smile. “Very good. But that is not the lesson you came for.” He moved in front of one of the stone apparatuses Scootaloo had seen from a distance. It was roughly as tall as she was and had a bubble like crystal facing them. Unlike those in the upper floor, this crystal was clear and not perfectly spherical. It was about three feet across, but only extended four inches from the stone surface.

“Ehxieno: Nocturne. First changeling queen. Duhkia: Equestrian.”

The echoing female voice from before spoke. “Language set to Equestrian. Inquiry: Nocturne. First changeling queen.”

Smoke poured into the crystal and took shape. The color filled the smoke and before them stood Nocturne. The lettering Scootaloo had seen before, which she now knew was called Adanhym, scrolled across the bottom.

The voice spoke. “Nocturne. First queen. Night queen. Mother of the hunt. Eternal spirit of feral instinct. Age, unknown. Birthplace, unknown. Marital status, unknown. Please refine inquiry.”

The Librarian turned back toward Scootaloo’s group and tilted a head at the crystal.

“Any ideas of what we should ask?” Scootaloo asked her friends.

“Oh, I have one,” Spike said. “What major events was she a big part of?”

The crystal hummed and the image of Nocturne swirled, becoming an image of queens Chrysalis, Rosalia, and Lirian. “Creation of the changelings, windigos, and specters.” The image swirled again to a sweeping view of the Everfree forest. “The first raising of the wild hunt.” Another image, this one of a large castle built into a mountainside. “Building of Night’s End and crowning of the first queen.” Another image, this one of Libiris from the outside, clear of vines. “Creation of the seal of Libiris.” Another image, this one of Nocturne again, facing Lirian and Chrysalis and an odd creature with the body parts of several different creatures. Scootaloo’s stomach lurched. “Betrayed and sealed within The Lahdnym Bayg Mountains.” The image turned into shapeless fog. “No further major events known.”

“She sealed Libiris?” Apple Bloom asked.

The fog swirled and took on the shape of the three seals they’d seen on the doors. “Nocturne took part in the creation of a three part seal. She was locked away before the seal was activated.” The image became that of Rosalia. “The changeling queen known as Rosalia completed the seal in her stead.”

“That must be why we needed a changeling to unlock Libiris,” Thistleroot said.

"Why did she seal it?" Spike asked.

A longer moment passed before the voice answered. "Information sealed. A higher license is required."

The Librarian considered the crystal and then said, "Unseal it. I allow it."

"Information sealed. A higher license is required."

He tilted his head. "That is odd. Perhaps the archive is not fully awake yet." He frowned, thinking. "I suppose you should try other questions for now."

“Yeah,” Scootaloo said. “Okay. Is there any way to defeat Nocturne?”

The crystal was silent for a long moment. “Unknown.”

“Darn. Okay, what about sealing her? What do you know about how that worked?”

“Nocturne was imprisoned by two of her changelings and the eternal spirit of chaos, Discord. Discord was the architect of the prison. Motives: unknown. Methods: unknown.”

“Why would Discord imprison her?” Scootaloo asked.

“Motives: unknown.”

Scootaloo shook her head. “I don’t mean why would they be enemies. I mean Discord didn’t like imprisoning anypony. He thought it was boring. He only did it to Celestia because he couldn’t come up with another solution in time. Do you know anything about his personality at that time?”

The crystal was silent for a long while. “Allow speculation and extrapolation?”

“Um, yes?”

“The spirits Discord and Nocturne are antithetical. As their influence grew, the confrontations between them became more frequent. Nocturne’s influence caused chaos on a small scale, but imposed a natural order on a large scale." The smoke in the crystal showed a diagram of leaves, deer, and wolves in a circle of arrows.

“Speculation begins here. Discord imprisoned Nocturne for one or both of two reasons. One, to prevent Nocturne from imposing her order on the world and limiting his chance to spread chaos. Two, to allow disharmony to spread among the changelings. Nocturne’s imprisonment was an act of betrayal, one that would divide the three lesser queens.”

“Okay, I guess that makes sense," Scootaloo said. "Rose probably got the information about Nocturne’s prison from Discord when she learned how to make the Elements of Disharmony.” Scootaloo was pacing, though she wasn’t sure when she’d started.

“Why did Nocturne make the changeling queens? And why did Lirian and Chrysalis turn against Nocturne?” Thistleroot asked.

“The three changeling queens were created to each fill a purpose,” the voice said. The image became that of Chrysalis. “They were created so that changelings as a whole would live by Nocturne's ideals as the spirit of feral instinct: Strength, Survival, and Growth. The oldest was to be a queen, and to lead the changelings in accordance to Nocturne’s ideals of power corresponding to authority. Nocturne believed that those with power have a duty to rule, and that those without have a duty to serve. Through this ideal, even the weakest members of the horde could survive.”

The image shifted to Rosalia in her changeling form, though without the pink highlights in her mane. “The second was to be an intellectual. When acting on instinct failed, cunning and reason would mean survival. She was created to counter Nocturne’s previous errors with the windigos, and to provide foresight to the horde. She also served as Nocturne’s advisor, and as such was well versed in matters that did not come naturally to the first queen.”

The image became that of Lirian. “The youngest, Nocturne filled with passion and ambition. The youngest would provide the drive for the changelings. She would make them grow stronger.”

Scootaloo felt that she knew where this was going. The voice asked, “Allow speculation?”

“Yes.”

“It is unknown whether or not the changeling queens would have acted against the first queen without the prompting of Discord. Without a means of sealing her, their chances of victory were minimal.

“Chrysalis was created to lead the changelings. The most likely scenario leading to her betrayal of Nocturne is that Chrysalis felt that to properly rule, she required a greater degree of autonomy. As for Lirian, it is most likely that the ambition she’d been given was the primary driving factor.”

“Okay,” Scootaloo said. “That’s all interesting, but since Libiris doesn’t have any information on actually defeating Nocturne, I don’t think we’re going to get much more out of this.” She was silent for a moment. Nopony disagreed with her. “Twilight might be able to figure out more if we bring her here. So I guess there’s just one last question to ask. Where would Nocturne be if she got freed? Allow speculation.”

The image shifted once more, back to the castle built into the side of a snowy mountain. “Nocturne’s palace is Night’s End, built upon the ceaseless peaks.” The fog twisted into an image of a map. It looked like Equestria, but the shore lines were just a little bit off. A black mark appeared on one of the northwestern mountains, near Yakyakistan.

A smile spread across Scootaloo’s face. “We found them.”

Anypony

The group made their way back along the walkway. Scootaloo walked side by side with the Librarian, a satisfied smile firmly in place.

The ground beneath them shuddered.

Everypony paused. Another small quake shook them. This time the shudder was enough to kick up dust from the bookshelves. A few seconds later, a muted thud echoed through the cavernous room. And then another.

The Librarian looked over the railing. The dust that had been knocked from the shelves swirled between the shelves, caught in otherwise unseen currents of air. “Strange. I wonder what that is.”

“You don’t know?” Scootaloo asked. The Librarian shook his head. The ground shuddered a third time.

“It’s coming from real deep,” Apple Bloom said.

“That crystal never did answer,” Mimic said, “but why did Nocturne want to seal Libiris in the first place?”

Another moment of silence from the Librarian. “I still don’t remember. There was... something. Cusadrehk jedym. Important.”

A series of impossibly loud ratcheting clicks filled the room, echoing from every direction. They stopped after about fifteen seconds.

“Something I was meant to be watching,” the Librarian continued thoughtfully.

That didn’t sound promising. “Let’s go,” Scootaloo said. “Whatever it is, we’ve got enough to be dealing with.”

“Yes,” the Librarian said. “Yes, you seem to have your hooves full. The command word to return to the surface is cinvyla.”

“You’re not coming?” Scootaloo asked.

The Librarian shook his head, looking back down over the railing. “I’m still not remembering. It’s been... so long since I’ve even thought about anything. There’s something important here. Something I must see to.”

Scootaloo wanted to argue. If the Librarian was supposed to be guarding something dangerous, something she’d inadvertently set loose, if he ended up dead because of her...

No. The Librarian was a grown... whatever he was. Surely he understood the risks, and he had the option of accompanying them. They had their own job to do, and apparently the Librarian had his. “Thank you. Let’s go.”

The galloped the last fifty feet to the stairs and gathered onto the circle. “Cinvyla!” Scootaloo called, and that horrible feeling of falling overtook her senses again. It passed after a moment later and they were in ground level of Libiris.

The lights were shining even brighter than before. So brightly they hurt to look at. The silence that had been so oppressive before had been replaced by a roar of white noise so loud Scootaloo couldn’t think straight. She ran across the room, head ducked low against the lights, and hit the door full force. It opened easily and she was out of Libiris and into the pitch black night.

The noise outside was worse. Not as loud, but more distinct. Scootaloo could make out the cries of animals. Some were cries of fear, others the screaming and caterwauling of predators. The creaking of trees in the wind and rustling of leaves were at times almost enough to drown the animals out.

Scootaloo could feel a malice in the air that hadn’t been there before. It was as though the forest itself was furious at them.

Thistleroot and Sweetie Belle provided a light and the group ran for it.

Scootaloo didn’t want to move into the thick covering of trees, but she wanted to find out what was happening in Libiris even less. She tore through the tangled path. The branches and vines seemed to latch onto her as she passed. Thorns clawed at her hide, and she felt warm droplets of blood on her right side.

A guttural growl challenged them from a few feet off the path and Mimic responded with an overwhelming torrent of changeling fire. It was met with a cry of pain and the tearing of plants as something large moved away from them. After another minute they were free and on the main path.

They ran all out. Scootaloo’s shoulder burned with exhaustion, and she could only imagine how bad Mimic was doing after her injuries in the battle of Canterlot, but nopony complained or tried to stop. Her lungs began to ache.

The deafening cries of the forest began to fade. Finally after another twenty minutes Sweetie Belle tripped over something and stumbled before crashing into a roll. She came to a stop and lay breathing heavily. Everypony stopped and doubled back for her.

“Ya okay, Sweetie Belle?” Apple Bloom asked. Sweetie Belle nodded and pushed herself up to a sitting position.

“I think we’re far enough away to be a little safer,” Scootaloo said. “Water, everypony. Once we catch our breath we can start moving at an easier pace. Running blindly isn’t going to make us safer from predators.”

“True,” Thistleroot said, flopping limply onto the ground beside Sweetie Belle and digging a canteen from his pack. “What about pretending to be dead. Doesn’t that deter bears or something? Maybe it works on other things too.”

“Dunno,” Scootaloo said. “I’ve got a friend I can ask for you once we unstone her.”

“Sounds good. I’m just gonna lie here for a few more seconds. Then I’ll be good to go.”

They rested for several minutes, drinking most of the remaining water, and finally got on their way again.

Star Charmer had said the forest went on for twenty miles. They’d probably run three. The ponies could cover the rest in four hours or so. Mimic was probably the same. Scootaloo could only hope Spike, being the only two legged creature of the group, would be able to keep up. Dragons didn’t seem as suited for travel as ponies did, but she wouldn’t feel safe sleeping until they were out of the forest.

As it turned out, Spike was able to keep up. The group wasn’t as fast as Scootaloo had hoped, but the trees began clearing just after about five hours. They continued going without needing to talk about it for another twenty minutes before coming to a stop.

Mimic and Thistleroot gathered some wood, and with Mimic’s magic they had a fire going in no time. Between Sweetie Belle’s energy bars, Thistleroot’s rations, and Apple Bloom’s apples, they had a decent if not particularly satisfying dinner.

“Spike,” Scootaloo said as everypony was picking out a spot to sleep. “I just wanted to say thank you.” She saw Sweetie Belle look up in their direction and trot over.

“What for?” Spike asked.

“For getting us the help in Libiris,” Scootaloo said.

“Oh, that? That was nothing. Any of you would have done the same.”

“Maybe, but we didn’t. You did. I just wanted you to know how much we appreciate what you did. I know it was hard for you.”

Spike glanced away. “Yeah. But it was just a thing, right? It was only special because Twilight gave it to me. Between a comic book and saving everypony, it’s no contest, right?”

Scootaloo nodded. “Yeah, you’re right.”

“Plus,” Sweetie Belle added, “you know Rarity is going to be super proud of you when she finds out just how generous you were. She might even reward you with a kiss.” Sweetie Belle winked as Spike looked away from both of them.

“I didn’t do it so that anypony would be proud of me. Could you two stop making a big deal out of it.” He paused. “Wait, do you really think so?”

Scootaloo and Sweetie Belle both giggled. Spike tried to look angry, but after a second he couldn’t help but chuckle too. Scootaloo had guessed he’d grown out of that precocious crush, but seeing him able to laugh about it was something different. Not necessarily bad, but it reminded her of just how much had changed in the past ten years.

And yet, they were still friends. Sitting with her friends and knowing that they had a chance to save her sister and everypony else, Scootaloo let herself slip into a moment of peace.

“Scootaloo,” Mimic said as she watched the flames of the campfire dance. “What happens to the changelings if we win?”

Well, that was a nice thirty seconds. The other ponies fell silent. For a while, the only sound in the campsite was the cracking of wood in the fire.

“I guess it’s hard for you,” Sweetie Belle said. “Working against your own kind, isn’t it?”

“Why are ya helping us, anyway?” Apple Bloom asked. “Ah think Scootaloo mentioned y'all had a deal?”

“We did. I freed her from imprisonment within the changeling hive and in return she was going to petition the princess on behalf of my brother and me. It was easier to justify. Lirian had her schemes and plans, but they wouldn’t miss a single gatherer. And she didn’t need Scootaloo, she was just a vicious lunatic who wanted to hurt her. It wouldn’t really be a problem to free her. It’s different now. Changelings have won, and I’m actively working against them.” Her voice threatened to crack on the last word.

“If it makes you feel any better,” Spike said, “being a dragon, I sort of understand how you’re feeling. It’s hard to do the right thing when it means going against your nature. If you ever want to talk-”

Mimic’s face hardened. “Get one thing straight. I’m not helping you because it’s the right thing to do. I’m here for the same reason as before, to help myself.”

“Okay, okay, sorry,” Spike said.

Scootaloo frowned. How was Mimic’s involvement at this point self serving? Was it likely that that many changelings knew about her part in freeing Scootaloo? That they could recognize her amongst the countless changelings in the hive? Now that Lirian was dead and everything was up in the air, surely Mimic and her brother could have found safety elsewhere.

Scootaloo considered voicing her thoughts, but the look on Mimic’s face was not one that invited argument.

“So, any ideas on what happens to the other changelings if we free your princesses and stop the first queen?”

“Honestly, no,” Scootaloo said. “Princess Celestia tried to reason with Lirian once. I think she wanted to help the changelings, but Lirian wouldn’t listen. Maybe now that she’s gone, a peace could be reached. But it would be on the changelings to accept.”

Mimic seemed to accept that answer. Without further discussion, she curled up where she was and closed her eyes.

Could she be trusted? Scootaloo hated the idea the moment she thought it, but she couldn’t help but have her doubts. Mimic was a changeling after all. Sure, she was Scootaloo’s friend, but if she didn’t care about doing the right thing, what reason did she have for working with them? Would friendship be enough to convince Scootaloo to side with the changelings?

Why had Mimic joined them on their trip to Libiris? Scootaloo was glad she’d come, of course. Without her help in retrieving the fragment of harmony and in breaking the seal, their trip would have been worse than useless. But why had she come? She’d had her brother, the one thing that had driven her to free Scootaloo and escape the hive.

Scootaloo lay down and closed her own eyes, ready to dwell on the question for as long as sleep eluded her. She was asleep before she was fully settled.

*****

The trip to Canterlot was a long one. Greenhaven Grotto was one of the Westernmost towns in Equestria. On the second day they managed to hop onto a train passing heading to Ponyville. From there it was another day and a half to the current location of the Canterlot refugees.

“There aren’t as many tents as before,” Sweetie Belle said.

“Probably a lot of ponies moving to other towns,” Scootaloo said. “Where they have families and solid housing. Hmm, did we ever find out what happened to all of the ponies that were replaced by changelings before the attack?”

“Most of them, I think,” Spike said. “A lot of them came back in the day or two after Canterlot... you know. A bunch of them had been abducted the day before and dropped off by changelings miles away. They had just enough time for the changelings to get into place.

“Starswirl also said they didn’t have to have every changeling replace a pony. For the last attack, in the confusion, nopony would notice a bunch of made up faces.”

“I wonder if Pal is somewhere around here.” Thistleroot said.

“Do you want to go find him?” Scootaloo asked.

Thistleroot considered it and shook his head. “I will, but later. Better stay close. Al the Shaved might want to leave immediately.”

They found Starswirl back in his tent, looking over a scroll, a quill dripping ink as he held it in an absent minded telekinetic grip a few inches away. He glanced up as they entered before looking back to the scroll. “Back already, eh?”

“Yeah, we are,” Scootaloo said.

“Well, don’t feel too bad. Ponies have spent years—”

“Nocturne’s castle is in the Northwest mountains, near Yakyakistan. We marked it on a map before coming back,” Scootaloo said.

Starswirl blinked. He set the scroll down and blinked again. He turned to give them a long, skeptical look. A grin spread across his face, which quickly turned into a full blown laugh. “You didn’t really, did you?”

Scootaloo nodded. She heard her friends chime in with a chorus of yeps and uhuhs to back her up.

“How?”

“We had to use changeling, dragon, and pony magic all at the same time,” Scootaloo said. “Nocturne was one of the creatures that sealed Libiris in the first place.”

“Well, I have to say, I’m impressed. I wasn’t expecting any non-ponies to have been involved.” Starswirl shook his head. “Bah, even if I had, don’t know how I would have gotten a changeling to cooperate. Well done, then.” He dropped the quill onto the forgotten scroll, spattering it with ink, and stood up to fully face them. “I’ll need to ask for more details about Libiris, but my curiosity can wait. Did you find anything else out about this Nocturne?”

“She was first sealed away by Discord!” Apple Bloom said. “Rose probably got the details when she learned how to make her own Elements of Disharmony.”

“And Nocturne created the changelings, windigos, and specters,” Spike said. “She made the changelings last, because the other two weren’t as good as she’d hoped.”

Starswirl tilted his head, a small frown coming to his lips. “She made them? That’s worrying. Something like that takes power. Even more than I thought she had.”

Scootaloo nodded.

“She also has a bunch of different names,” Thistleroot said. “Nocturne, obviously, and the First Queen. She was also called the Night Queen. Wasn’t there something about feral instinct?”

“Eternal spirit,” Scootaloo said. “It was Eternal Spirit of Feral Instinct.” The crystal had used the same phrase for Discord, the Eternal Spirit of Chaos.

Starswirl was silent for a long moment. At first, Scootaloo thought he was thinking over what they’d said, but then she noticed his eyes had widened, and she would have sworn she could see color draining from his already grayed face.

“Does that mean something to you?” Scootaloo asked.

Starswirl nodded. “Aye, it means something, alright. It means we’re a mite short on luck.” He stepped back and sank onto the chair behind him. “I was hoping she’d beaten Celestia just because the princess was already worn down, but we might just be looking at something on par with Discord, and without the elements.”

“That’s why we go to her castle, Night’s End. We storm in or sneak in or whatever, get the girls back, and turn them back into ponies. The elements are strong enough to beat Discord, they’re strong enough to beat Nocturne.”

Starswirl pondered the words. “Maybe. Yeah, it’s better than doing nothing.” Another pause. “And I reckon you lot have earned a bit of credit. Are you all intent on going?”

Scootaloo nodded. She didn’t have to look behind her to know her friends would do the same.

“Then I have some ground rules. Just one, actually. You obey any order I give, when I give it. I say jump, you jump. I say run, you run. I say hide, you hide. Anypony that can’t agree to that can stay behind.”

“We agree,” Scootaloo said.

“Ha, alright then. We don’t want to move in now, we’ll want the cover of night. It’ll give me time to set up a teleportation spell.” He turned, horn glowing and several sheets of paper spread out across the table. The quill he’d set down early twirled into the air. “Let’s see, elevation is a big factor. Don’t want to teleport into a mountain. Where’s that reference to Yakyakistan?”

“Over here,” Spike said, pointing toward a corner armchair stacked with books.

“Thanks. Alright, you all get some rest if you need it. Meet back here at sunset.”

*****

Effigy looked up at Mimic as she entered the tent.

“Uh, hey. It’s me,” Mimic said, letting her eyes turn blue and pupiless for a moment before becoming pony eyes again.

Her brother looked at her, his expression guarded. “Hey, Mimic. I was starting to worry.”

Mimic fought down a sudden anxiety as he tried to meet her gaze. She glanced down at his hooves, and then turned to pace across the room. “Yes, sorry I couldn’t come back to talk to you sooner. Some things have been happening and I had to leave the camp for a few days.”

“What things?” Effigy asked.

“Just, you know. Gaining the ponies trust.” Mimic kicked up some of the dirt of the tent floor, refusing to meet his eyes. “But I’m back and I wanted to see you again.”

“Okay,” he said, drawing out the word with a skeptical tone. “Then are we ready to do this? I know I said I could wait a few days, but you were gone almost a week. I was worried you’d been captured.”

“We could. Once the sun goes down, I could bust you out,” Mimic said. Or we could just walk out, she thought, but decided not to tell him that part just yet. “What do we do once you’re out?”

“Haven’t you been paying attention? Whatever we want. I could teach you how to be an infiltrator. Show you how to replace a pony. And you can show me what you do, right? How you find food, and whatever else gatherers learn.”

“Why would we learn stuff like that,” Mimic asked. The thought of taking another ponies place, of living as someone else and feeding off their family wasn’t an unfamiliar one. She’d once wondered what it would be like to be an infiltrator, one of the soldier’s in Queen Chrysalis’s and Queen Lirian’s wars against the ponies.

Now the thought just made her carapace crawl.

What’s happening to you? She asked herself.

Effigy shrugged. “It’s something to do.”

“What would we do with the pony we replaced. We wouldn’t be working with carriers to bring captured ponies to the hive.” She considered their other options, and had to fight to keep the sudden anxiety from her face.

“Well, I may not be as good as Queen Chrysalis was with mind control magic, but really no one was. Still, I know a decent amount. I can’t do any of it anymore, but I could teach you a thing or two, right? Enough to wipe a pony’s mind for a few days, at least.”

The sudden tension in Mimic’s shoulders eased a bit. Mind magic, not... something else. That was at least... better? Not that much better, but Mimic couldn’t put her hoof on why.

“Everything okay, Mim?” Effigy asked.

“Yes, everything’s great. Look, I think we need to figure out where we’re going before we bust out. Let’s think on it for another few days. I have some other things I need to do first.”

“What? No. Why wait?” Effigy put his hooves on the wooden slats between them. “We’ll go north to the first pony town we find. There, decision made, let’s go.”

“I don’t know how far the next village is,” Mimic said. “What if we run out of food?”

“Finding food is what you do. You’re a gatherer,” Effigy said, voice growing agitated. “Mimic, just what is wrong with you lately? You show up, telling me you want to save me, disappear for a week, and now you’re acting like you don’t want to get me out at all.”

Mimic stepped back, eyes firmly glued to the ground at her brother’s hooves. “I’m just trying to be careful. I don’t want to mess this up.”

Effigy’s expression hardened. “No. You’re a terrible liar, you always have been.” It was true, Mimic admitted to herself. It was the main reason she’d been denied a position as an infiltrator. “Why are you putting this off?”

“I just don’t want to ruin our chance.”

“Stop lying to me.”

“It’s the truth.”

“Mimic,” Effigy said. His usual casual attitude was gone, replaced by the stern stare that had broken her resolve many times over once their parents had gone and he’d been left her caretaker. She took a step back. “Mimic!”

Anger flared when he raised her voice, the heat of it warring against the shame and anxiety that had been building in her chest, and she found her own voice raised in response. “I don’t want to! I don’t want to take a pony’s place. I don’t want to fight. I don’t want to hurt anypony!”

Effigy’s eyes widened, and for a moment he looked like he’d been slapped. “Anypony?” He shook his head. “You’ve been at this too long, you’re starting to talk like them. And what do you mean, you don’t want...” He trailed off, the full meaning of her words hitting him. “Wait. Are you taking their side?”

“I’m not taking any side. I just don’t want to hurt any one, pony or otherwise. I don’t want to take any one’s place or wipe any one’s memory.”

“They’re ponies. They’d do worse to us.”

“Not all of them,” Mimic said. “Some of them, sure. But some of them are actually...” she trailed off.

“You...” Effigy looked down at the ground, as though in thought, then looked up at her. “You made friends with the ponies. That’s why you don’t want to leave.”

Mimic said nothing.

Effigy shook his head. “You really have been spending too much time with them if you think they’re your friends. You’re a changeling, you’re supposed to be better than that.”

“That’s not—”

“Ponies killed our parents! Or have you forgotten? They have Equestria, and we have nothing. It’s us or them, and we’re winning. And you want to befriend them now of all times? Are you a changeling, or one of them? Mimic! Mimic, wait!”

Mimic ignored his calls as she pushed through the flap of the tent. The guard outside watched her go, a look of outright hostility on his face, but either through incompetence or prior order’s from Al, he made no move to stop her.

She half hoped he would try. It would make for a good distraction. The brief moment of hoping she’d have a chance to vent her frustrations on him passed as she saw Midlight again, clutching his broken wing.

Her stomach twisted as she turned away. Silence then. She wanted to be alone. Instead what she got was worse than she could have imagined.

“Mimic!” She flinched when she heard the soft voice of the white unicorn. Sweetie Belle? Yes, that sounded right. It was the same pony that had put that paste on her face the night they arrived in Greenhaven Grotto.

She turned and began walking down the road without a word. To her dismay, the unicorn caught up to her.

“Hi, Mimic,” she said again.

“Hi,” Mimic answered brusquely, continuing down the road at a steady pace. She didn’t know where she was going, but at this point she didn’t care. Walking was better than doing nothing.

Sweetie Belle walked alongside her quietly. At first, Mimic was happy for the silence, but after almost five minutes of it, she was hoping Sweetie Belle would work up the nerve to say whatever was on her mind and then leave her alone.

“What is it?” Mimic asked.

“Hmm?”

“Did you want to say something?”

“Well,” Sweetie Belle thought for a moment. “I guess I was starting to wonder where we’re going.”

“Where we’re...” Mimic stopped in her tracks long enough to bury her face in a hoof in exasperation. “What did you want to talk about when you called my name?”

“Oh, that. I wanted to thank you, but then you seemed like you were in a big hurry. But I guess since we’re talking about it now, thank you.”

Mimic blinked. “For what?”

“For a lot of things. For helping us get that crystal back and for helping us get into Libiris. And for everything you did for Scootaloo. She hasn’t told us much of what happened while she was gone, but it’s obvious she trusts you. And I guess I wanted to say that anypony that’s a friend of Scootaloo’s is a friend of mine, too. I’m sure Apple Bloom would say the same.” Sweetie Belle held out a leg, offering her hoof for Mimic to shake.

Mimic looked down at Sweetie Belle’s hoof. The anger she’d been fighting down after her conversation with her brother bubbled to the surface, and she smacked Sweetie Belle’s hoof away. Sweetie Belle stepped back and looked down at her hoof with a slight frown of confusion. Then she looked back up to meet Mimic’s gaze.

“I’m not a pony, and I’m not your friend. I already told you I’m only here because Scootaloo owes me.”

Mimic turned away from the pony and continued on her way again. She could feel a pounding in her head, and her hooves came down onto the dirt road harder than they needed to. She savored her anger while it lasted. It gave her something to focus on. Something to think about.

Unfortunately, she couldn’t keep herself angry at long before she started asking herself what she was so angry about. With those questions, and the answers she didn’t want to consider, she began to calm down.

As she did, she realized with a new wave of frustration that she was being followed. She could hear the shuffling of hooves about twenty feet back. She spun on the spot and sure enough that unicorn was still there.

“What do you want now?”

“Um, are you okay, Mimic?” Sweetie Belle asked.

“I’m fine! Why wouldn’t I be?”

“Well, you’re yelling, for one. And you got angry really quickly. It seemed like something else was bothering you.” Mimic glared at the pony, but she continued talking unabated. “And if it’s anything any of us can help with, we’re here to talk.”

“I don’t need to talk about anything, and I don’t need your help. I told you, I’m not your friend, so stop treating me like one.”

“But, why?” Sweetie Belle asked. “Do you want me to treat you like somepony I don’t like instead?”

Mimic facehoofed again. “Why are you bothering, anyway?”

“I’m just trying to help,” Sweetie Belle said. Something in her tone and cheery smile made Mimic think she’d said those words countless times before, and indeed that other ponies had regretted them just as many times.

“But why? What do you care? I’m a changeling, not a pony” Mimic said.

“Well, yeah, but does there have to be a difference?” Sweetie Belle asked.

And that single question illustrated the differences between them better than anything Mimic could have come up with on her own. “You don’t know what you’re talking about. You don’t know how much trouble that kind of thinking could cause if someone voiced it back at the hives.”

Mimic stepped closer. “Changelings don’t learn about any of that magic of friendship nonsense. You ponies get it so easy here, but we spend our childhood learning to survive. Learning how to better ourselves and serve the hives.” She saw in her head again the final moments of Star Shine’s life, and nausea twisted at her. She hated herself for the weakness. She stumbled over her words for just a moment, and then continued. “We learn how to be stronger. I don’t need your misplaced compassion.”

“That sounds awful,” Sweetie Belle said. Her hoof came up to cover her mouth and her eyes went wide, as though she hadn’t meant to say the words aloud.

Mimic just stared.

“I didn’t mean to insult you,” Sweetie Belle said, speaking quickly. “It’s just, you’re not at the hives anymore. You have your friends here to help. You don’t have to survive alone, and you don’t have to,” she paused, looking apprehensive about her next words. “You don’t have to be strong all the time. Whatever’s really bothering you. You can talk to us about it.”

Silence stretched between them for a long moment.

The heat drained from Mimic, and without it she just felt tired. She turned away from Sweetie Belle and began walking again. “I told you. You’re not my friends.”

Sweetie Belle didn’t follow her again.

Night's End

“So...” Thistleroot trailed off.

Scootaloo sighed. “Yeah?”

He grinned. “You haven’t even heard what I was going to say.”

The two of them were walking through the camp, making their way once again to Starswirl’s tent. They’d spent some time finding a place to eat first. There were some places operating along the lines of soup kitchens for ponies in need, and others that were trying to reopen their business as quickly as possible.

Scootaloo had bought them a half dozen donuts from Pony Joe out of a fairly well kept tent. The bits she’d taken from her home in Ponyville weren’t doing her any good yet, and it made for a nice treat after the long trek back to Canterlot. It was nice, sharing their favorite donuts again. After that she’d found a spot under a tree to get some sleep, knowing the chances of doing so after the sun went down would be slim.

“You started the conversation with ‘so’ and then trailed off awkwardly. Those talks never go well.”

Thistleroot chuckled and stuck his tongue out at her. “Actually, I was going to say that I was impressed.”

“Impressed?” Scootaloo side-eyed him, lips pursed as though trying to decipher a punch line.

“I’m serious. You’ve been taking everything that’s happened in stride. I pretty much shut down when I saw what happened to Canterlot. If Mimic hadn’t been there to snap me out of it, well, it wouldn’t have been pretty. But you’re like, ‘we have a plan’ and ‘let’s go’.”

“You’re giving me way too much credit,” Scootaloo said.

Thistleroot shrugged. “Did you notice nopony went ahead with the plan to get back into the SEA facility until you’d agreed?”

“So?”

“And you’re the one that wanted us to go try Libiris again, while the rest of us just wanted to get out as fast as possible.”

“So?” Scootaloo asked again, this time with a little more heat. She did not like where this conversation was going.

Thistleroot seemed to pick up on her tone. “Just something I noticed, but I guess we’re all going to be listening to what ‘Swirl says from now on.”

Scootaloo nodded. “Yeah. He knows what to do better than any of us, right?”

“Yeah, for sure. By the way, I told you so.”

Scootaloo sighed again. “Told me what?”

“That everypony would forget the whole terrorist thing once the next ancient evil came up to conquer Equestria.”

“Really, Thistleroot?” Scootaloo shook her head as he chuckled again. “I mean, you’re not wrong, but this isn't the time for jokes. This is serious.”

"That's what makes it the perfect time for jokes." She just gave him a flat stare. “Sorry,” he said, looking anything but.

They reached the tent. Spike, Sweetie Belle, and Apple Bloom were already inside, in the middle of a conversation. Mimic was there too, sitting alone near the wall of the tent.

“Right,” Starswirl said when they entered, “that makes everypony. No time like the present, I suppose you've all got what you need?" Everypony nodded. "Let's go, then.” He made his way across the tent and outside. Scootaloo traded a confused look with Thistleroot and followed him. He was heading down the road in the direction they had come from.

“Aren’t we going to teleport?” Scootaloo asked.

“Yeah, but we need some room to work.”

Starswirl led them to the nearest edge of the gathered tents. Scootaloo could see some more permanent structures already taking shape, some built from wood and others from recycled stone of the ruined city.

“Alright, Scootaloo,” Starswirl said. “We need clouds.”

“Why?”

“Because we’re teleporting blind and I want to take some cover with us. I’m going to draw a ten foot circle on the ground. I need you to build a dome of clouds just inside it, thick enough to obscure us.”

“Alright, no problem,” Scootaloo said before taking to the air. Gathering the clouds was child’s play, literally. Rainbow Dash had taught her to do it as one of her first flying exercises when she was just a filly.

In almost no time she had enough clouds to build Starswirl’s dome. The unicorn, for his part, had drawn the promised circle in the dirt and filled it with various other lines that meant nothing to her. She put the dome up as per his instructions and then came to land beside Thistleroot.

Everypony in the circle stood still, careful not to ruin Starswirl’s runes. After another minute he finished his circle and turned to them. “Alright, I guess I should explain before we go, so none of you lose your heads.”

“But think of the drama,” Thistleroot whispered under his breath, just loud enough for Scootaloo to hear him.

“I don’t have any teleportation sigils close enough to Yakyakistan or the surrounding mountains to matter, so I’ve got no way of pinpointing this spell. To err on the side of caution, I’m teleporting us three thousand feet above the expected elevation of our point of arrival. That way we won’t end up inside a tree or mountain or whatever.”

That made sense, Scootaloo thought. Mimic nodded in understanding, but the rest of her friends looked uneasy. Oh, right. That news was probably a little worrying for ponies without wings.

“You won’t have to worry about falling,” Starswirl said. “Just don’t panic and start screaming. We don’t want to give ourselves away immediately. Once we’re there we’ll worry about finding this castle.”

Everypony in the circle nodded. Starswirl grew quiet, and his horn began to glow. The last time Starswirl had teleported them it had only taken him a minute to gather the power needed, but this time he stood for more than five minutes, mouthing soundless words, his eyes closed in concentration, as the light from his horn grew brighter.

Scootaloo didn’t dare distract him, and everypony seemed to be in agreement. She knew he was one of the greatest spellcasters in all of Equestria, maybe even more powerful than Twilight, but still, she couldn’t help but wonder. How painful would it be to teleport into a mountain? Would they know it had happened, or would it be over too fast?

She forced the question from her mind as Starswirl’s horn flashed brighter than before. The air around them popped with electricity and the ground beneath them vanished, leaving nothing but a dark void.

Even able to fly, Scootaloo’s heart skipped a beat at the sudden change. Her wings came up, but she realized she didn’t need them. Though the ground had vanished, her hooves were still on something solid.

Thistleroot let out a strained gasp beside her, dancing from hoof to hoof as though he’d fall if he stayed in one place. Apple Bloom, Sweetie Belle, and Spike reacted similarly.

It was then that Scootaloo realized how cold it was. The clouds around them weren’t compressed enough to build any kind of real shelter, and so did nothing to block out the biting chill of the air around them.

She grit her teeth, biting back any complaint. Starswirl, horn still glowing faintly, said, “We’re here. I’m taking us down now.”

Scootaloo felt the movement, though there were no visible signs that they were descending. It reminded her of an elevator. A freezing elevator with a glass bottom over an endless void.

Not endless, as it turned out. After only a minute or two she could make out details of the ground below. It was faintly lit by the light of the moon reflecting off a thick blanket of snow.

Starswirl set them down, the invisible floor they’d been standing on pressing the snow flat so that when it vanished their hooves only sank an inch or so.

It wasn’t as cold near the ground as it had been three thousand feet up, but Scootaloo was starting to shiver when she felt something warm drape across the back of her neck. She felt it with a hoof and found one of Sweetie Belle’s scarves. She nodded once to the unicorn in thanks and then wrapped the scarf more tightly around her neck.

“Alright, well done on the no screaming part,” Starswirl said. “Now the hard part. The map you brought narrowed it down to a few square miles, and Spike helped me narrow it down even more from there. You all saw an image of this castle in Libiris. Thanks to that, we know it’s on the South side of a mountain, within a certain distance of the peak.”

“So I guess we just need Scootaloo and Mimic to fly to those places and check them out,” Thistleroot said.

Scootaloo rolled her eyes. “Or, we could let Starswirl, the guy with all the magic, finish his explanation?”

*****

Scootaloo pushed higher into the air. Flakes of snow fell past as she circled around the next peak. Great, if it started snowing this would be even harder. Worse, even with Starswirl’s spell the cold was beginning to get to her. How long could she last up here before the magic gave out and she froze to death?

And how was this the best plan the great Starswirl could come up with?

She was so distracted by her various grievances that she almost missed the pinpricks of light in the distance. When they did catch her attention, she paused, and then flew closer. Points of light? No, they were rectangles, but curved on top. Windows!

As she flew closer she could begin to make out other shapes. Shapes too even to be the peak of the mountain. Towers, maybe?

The castle was huge. Bigger than it had seemed in the image in Libiris. It was at least six floors, not counting the three towers along the edge, and Scootaloo couldn’t tell how deep into the mountain it might go.

She could see dark points of movement buzzing around the tower windows, never staying outside for long. Changelings, probably.

“I’m coming, Dash,” Scootaloo promised before turning to return to Starswirl and her friends.

*****

It was warmer in the igloo Starswirl had created while she was gone. They even had a fire going.

“Surprise is our best weapon,” Starswirl said. “The longer we can keep our presence a secret, the better chance we have of making it out alive. Of course, that also means the sooner they raise an alarm, the more likely we all end up dead.”

“Do ya have a plan?” Apple Bloom asked.

“Several,” Starswirl said. “But none of them are perfect. I think they boil down to two different strategies. We can all go in a single group. Sneak past any changelings we find, look for the Element Bearers, and bug out if we come across Nocturne. That’s the safer plan, but I don’t much like its chances of success.”

Scootaloo shook her head. “We don’t know if they’ve kept my sister and her friends unharmed, but if we reveal that we know where they are, Rose is the kind of villain who would destroy them just so there’s no chance for us to win. We have to get this right on our first try.”

Starswirl nodded. “I agree, but my other idea isn’t as safe, so if anypony wants out, I think I speak for all of us when I say I understand. Mostly because you won’t have me close by to teleport us if things get out of hoof.”

Nopony said anything, but the tension in the room ratcheted up a few notches.

“Plan two is to go in two groups. The six of you enter through the bottom unseen while I go straight for Nocturne.”

“Do we have any plans that might work?” Thistleroot asked.

Starswirl harrumphed. “Like I said, none of them are perfect. Pretty sure I can make a decent bit of noise though. I’ll pull most of the attention to myself, giving you a bit of room to breathe.”

“You mean you’ll be a distraction,” Mimic said. “For the few seconds before your death.”

Starswirl laughed. “Maybe, but I’ve got a few tricks of my own. I wouldn’t dream of trying to take her down, but I’m pretty sure I can keep myself alive. Meanwhile you’ll have to deal with whatever changelings don’t come up to help their queen. You find the Element Bearers and you get out.”

Scootaloo nodded. “If it works we could even have Twilight teleport us out. I’m in.”

“If you’re goin’, so are we,” Apple Bloom said. Sweetie Belle nodded beside her.

“Yeah, me too,” Spike said.

Thistleroot grinned, caught Scootaloo’s eye, and nodded his head toward her other friends. She gave him a glare that clearly said, “Don’t start that again.”

“This is stupid,” Mimic said.

“Yup,” Thistleroot said. “You in?”

She sighed. “I guess I’ve come this far. Might as well.”

“Well, alright then. Let’s go,” Starswirl said.

*****

“Ponies have been beginning to rebuild. Others have moved on to nearby cities. Those cities have been building up their defenses,” Rosalia reported.

“Changelings have made their way across most of Equestria. Between the plentiful food in these lands and the sheer amount of love ponies feel for each other as a survival instinct, the need to protect their families, we’ve never been better fed. Windigos haven’t had as much luck, and the few groups I’ve sent out to contact the remaining specter bloods have had less. Those that came back alive, at any rate. We have the two that joined our cause before your release, along with five windigo squalls and a little under three fourths of the changeling hordes under our command.”

“And the remaining fourth?” Nocturne asked. She sat upon a stone throne in the ancient castle of Night’s End. The castle had fallen to disrepair in her absence, but the work on getting it up to Rosalia’s standards progressed each day. The throne room had of course been Rosalia’s first priority.

“Still resisting your rule.”

“E's kmyt,” Nocturne said.

“With all due respect, my lady, it’s nothing to be happy about. If your own creations don’t see you as a queen, why should anyone else? And speaking of being a queen...”

“Be at peace, Rosalia. That is simply how they are. As for our language, the royal we is a pony concept. We see no need to apply it to our native language.” Nocturne shook her head.

Rosalia considered the argument, but found no decent points against it. If anything, she might have to advise her lady to drop the royal we altogether. It had fallen out of favor with the ponies in the centuries since Rosalia had first urged Nocturne to begin using it.

“Rosalia, we have been meaning to ask you of something. Your sister’s death.”

Rosalia stiffened. “Yes, my lady?”

“It was by your own hoof that she was undone, yes? We have not received the full story yet. We have had so much to discuss.”

“Yes.”

“You’d turned her into stone, along with the rest of your enemies? All in a single strike. A well laid trap. Your cunning pleases us,” Nocturne said.

Rosalia allowed herself a moment to savor the praise before answering. “Thank you. It took time to set up, but you did teach me patience.”

Nocturne nodded. “You still have the other enemies that you turned to stone that day, do you not?” Rosalia nodded. “Why?”

“Because there may still be a use for them. One has a brother that is married to the last remaining pony princess. When we turn our eyes upon them, we can use her to force them out from behind their walls.”

“You do not fear the repercussions of keeping your enemies alive? You suggested that we kill the other two pony princesses, rather than imprison them.”

Rosalia frowned, unsure of where her queen was going with this conversation. “It was a matter of relative risks. I wasn’t aware that the prison built to hold you would work on them, and letting them go free would have meant releasing the two greatest threats to you. The ponies, on the other hoof, are incapable of doing anything. They aren’t a threat.”

“Then why did you kill your sister?” Nocturne asked. Her facial expressions hadn’t changed, but Rosalia felt a cold weight settle in her stomach. She had no answer. “We have heard the events of that day. You did well. Everything went as you had planned it. Why did you feel Lirian’s death was necessary.”

“She betrayed you,” Rosalia said.

“She did. And we very much would have liked to discuss that with her at length,” Nocturne said, and the displeasure in her voice was heavy enough to make Rosalia feel short of breath. She broke her gaze away from Nocturne’s own and looked at the bottom of the throne instead.

She heard Nocturne sigh. “We had hoped we were wrong, but no. You acted out of anger. You let your emotions drive you. You killed Lirian because you hated her, even after all these years.”

Rosalia couldn’t bring herself to deny it. She knew it was true, and she knew why Nocturne was disappointed in her. Hunters didn’t act out of fear or anger, nor did queens. Prey did.

Nocturne might have continued, had a scream of changeling cries and a sudden intangible pressure not announced the arrival of a powerful creature just down the hall.

Nocturne and Rosalia looked up at the doors of the throne room. Whatever had just appeared within their home was drawing closer, and making no attempt to hide itself.

“An attack from the Crystal Empire?” Rosalia asked, coming to her hooves. “Or else the ponies have requested assistance from another land.”

“A bold entrance,” Nocturne said without excitement. “Foolish. Or else... one does not live long enough to gain this kind of strength by acting reckless. A trap, or maybe...” She closed her eyes and her horn glowed with a faint aura of power. “A distraction. Five intruders. No, six, that changeling is travelling with them. They’ve just entered the lowest level of Night’s End.”

The calls of challenge and screams of fear of the changelings drew nearer. Whatever powerful creature had chosen to make a distraction of itself was right outside the doors. Rosalia had no doubt that her lady could prevail against it. “Shall I go take care of the other intruders?”

“Yes.” Nocturne considered for just a moment and added, “but you are not to kill them. Nor are you to cause them any lasting harm.”

Rosalia’s horn had already flared with the light of a teleportation spell, but it flickered out. “My lady?”

Nocturne rose from her throne and stepped out to the middle of the room. “Bravery is not something we have seen from these ponies yet. Bring them before us uninjured, and we will determine if they might be of use in teaching their kind how to survive. Consider it a lesson for yourself as well. Control your emotions and do as we command.”

The cries of the changelings fell silent. The protective spells laid over the throne room doors lit up in jagged green runes. A silver light began running over the runes, burning them away.

“Controlling my emotions is one thing, but what kind of hunter fights with the intention of letting her prey live?” Rosalia asked.

Nocturne smiled. “Yes, in that you are right. You are not a mere hunter, however. Not a simple changeling. We made you to be so much more.” She dropped the normal echo of power from her voice. “You are my daughter, and for that reason I expect much from you. Go. Do as I bid. Show me that you are still worthy of my trust.”

Rosalia nodded, and her horn once again flared with light.

*****

Rosalia disappeared in a flash of pink light. A moment later the last of the protective spells laid over the door burned away. Nocturne was ready for an explosive force to tear its way into the room, but instead the doors simply clicked and swung open.

The creature that entered the room was a pony. She hadn’t yet decided if she expected that or something more. There was no doubting that the immense magic she’d been feeling was coming from its small body.

He walked in. Sauntered might be a better word for it, given how relaxed he seemed. Equestrian was still a new language to her. She’d have to ask Rosalia.

As he passed the threshold, a wave of energy washed out from him, across the floor and up the wall behind him. There wasn’t so much as a spark from his horn as the doors closed and locked behind him and the energy he released coated the walls and ceiling, finally meeting on the far side of the room.

The spell clicked into place and took form. A dimensional lock. The pony was trying to keep her from teleporting away? If she hadn’t known he was acting as a distraction, the challenge to her power in her own lair would have been too much for her to ignore. As it was she only just managed to keep her more violent instincts in check. This one was smart. She had to be sure not to fall into any traps.

She forced herself to take the time to examine him as he came to a stop about twenty feet away from her. He was old. His coat was a dull grey and she could see the well worn lines in his face. It was more than that though, she could feel it. He carried his years like a weight. He wasn’t as old as she, but it was closer than she had thought possible for a pony.

“Evenin’,” he said.

She didn’t voice an answer. Instead, the shadows near her gathered into four pools and from those pools monsters were born.

She didn’t take the time to give them seperate forms. The four dark figures were identical, four legged predators, similar to wolves but larger. It wasn’t the shadow manipulation of the specters, these constructs were something more. There was a low level of awareness in their eyes. They weren’t particularly powerful, but they would be enough to test the pony.

Pleased with her work after so long without practice, Nocturne turned the creatures against him. It had taken her less than a second to create them, and he hadn’t so much as moved yet.

The wolves closed the distance between them in the blink of an eye. The pony barely had enough time to utter a single word.

Oddly enough, the word he chose to utter was, “Nah.” Even more oddly, the constructed wolves simply dissolved into shadow as they reached him, the magic keeping them together unravelling.

Nocturne blinked.

“I’m a mite insulted,” the pony said. “We both know that wasn’t anything like your best shot.”

“You have no idea what you are dealing with, pony,” she said as she gathered power about herself. Her interest was piqued, to say the least.

“I know what I’m dealing with a lot better ‘an you think I do,” the pony said. He sighed. “Let’s get this over with.”

Clash of the Ancients

Scootaloo and her friends snuck into Night’s Reach through a hole Starswirl punched in the wall with magic. They came through into an unlit stone room. It was difficult to tell what the room had once been used for. It had two central columns of stone, and the back half had extrusions from the wall, as though it had once been sectioned off. A dungeon cell, maybe? The small amount of wood and metal they found within had decayed and rusted beyond the point of recognition.

“We’ll stay here for about five minutes,” Scootaloo said. “To give Starswirl time to get into position and make sure as many changelings move to the upper floors as possible.” Everypony nodded. Scootaloo edged closer to the door, ears alert for any sounds coming from the hall. The door was warped and decayed beyond practical use.

“No changelings in here, at least. So far, so good,” Apple Bloom said.

“Yeah. Hopefully we can keep that trend up,” Thistleroot said. “You know what they say. No plan survives first contact with the enemy.”

“Who says that?” Apple Bloom asked.

“Uh, you know, I’m not actually sure. I mostly hear it in reference to Ogres and Oubliettes.”

“You play O&O?” Spike asked. “What class?”

Scootaloo eased the door open, wincing as the hinges squealed in protest. She listened again, closing her eyes to focus on the hallway outside.

“The best one, obviously,” Thistleroot answered.

“Wizard?” Spike asked.

“Cleric?” Sweetie Belle asked at the same time.

“Fighter,” Apple Bloom said in tandem with the others.

“Bard, actually.”

“Oh, lame,” Spike said. Thistleroot stuck out his tongue in response.

“Guys, quiet,” Scootaloo whispered. There was something coming, but it was faint. Hoofsteps?

“I’m telling you, I heard something,” An unfamiliar voice voice said from somewhere above her. The sound of hoofsteps grew louder. Somepony climbing down the stairs to their level, maybe.

“I think you’re just avoiding trouble,” another voice said.

“Whatever’s going on up there, it’s nothing the queens can’t handle. If there’s someone down here where they shouldn’t be, it could be our chance to get some credit.”

“As long as no one reports us for slacking,” the second voice said.

Scootaloo pulled back from the door and waved a hoof side to side. Her friends took the hint and scattered. Apple Bloom and Sweetie Belle hid behind the pillars in the center of the room. Spike and Thistleroot took the stone extrusions, and Mimic simply ducked into the shadiest corner of the room and changed to match the color and pattern of the bricks behind her.

Scootaloo crouched behind the dilapidated door and waited. Her heart hammered in the near total silence as the two sets of hoofsteps shuffled closer. If these two managed to raise an alarm, this rescue mission was done before it had even begun.

Just keep going, she thought as the hoofsteps drew even with the room.

“Might have been this,” the first voice said, moving even closer. The door moved, almost smacking Scootaloo in the snout and she backed away, barely daring to breath. The squeal of rusted metal hinges hid any sound her movement might have made.

“See, I told you I heard something,” the voice said again. “It must have been one of these doors.”

“But no one is supposed to be working down here today,” the second voice said. “Maybe a breeze moved the door?”

“I doubt it, it’s pretty stiff,” the first voice said again, and the door moved away from Scootaloo, almost closing. In the peripheral of her vision she saw Mimic move from her hiding spot, changing back to her usual colors and dropping to the floor in the center of the room. She tried to catch the changeling’s eye and wave her back into hiding, but it looked like Mimic’s eyes were closed.

The door opened again and Scootaloo huddled against the wall, trying to make herself as small as possible. Two changelings entered the room. “Anyone in here?”

They stopped, and one nudged the other before pointing at Mimic. “Told you. Hey, drone!”

Mimic lifted her head, one eye opening. She yawned and dropped her head again.

“Hey, I’m talking to you,” the first changeling said again, moving past Scootaloo’s hiding spot, focused on Mimic. The second changeling followed. Of course, they couldn’t possibly miss Scootaloo on their way out.

She came to this realization at the same time she saw Apple Bloom circling around the column she’d been hiding behind. Scootaloo nodded once to her friend and the two of them began moving into the room, positioning behind the changelings.

Mimic’s head came up again and she stood, taking a long moment to stretch and yawn. “What do you want?”

“What’s your name and function?” the first changeling asked.

“Was there always a hole in the wall down here?” the second changeling asked, looking past her at the entrance Starswirl had made for them.

“I don’t know,” Mimic said. “That was there when I got here.”

“Who are you?” the first changeling asked again. “Where are you supposed to be working?”

“Why?” Mimic asked. “Do you think you’ll get a reward for catching me slacking off? Fine, I’ll tell you.” She yawned again, loudly. Scootaloo and Apple Bloom moved forward just a bit more. Scootaloo’s heart was racing. Whatever was about to happen would have to be fast and quiet.

“My name is Mimic,” Mimic said. “I was a gatherer, but right now I’m bait.”

Scootaloo flapped her wings once, flipping over and shooting up to the ceiling above the second changeling. She pushed off with her hooves as hard as she could, flapping her wings again, and landed on the changeling. Her front hooves hit the top of his head and slammed his entire body downward onto the stone floor.

Apple Bloom moved at the same time, simply barreling into the first changeling to knock him to the floor, and then turning to give him a solid buck. He hit the wall on the other side of Mimic and collapsed.

The changeling under Scootaloo stirred, dazed but not unconscious. She pulled the scarf Sweetie Belle had given her from around her neck and gagged him before grabbing his hooves. Thistleroot was there a moment later with another scarf helping to tie him up.

“Whew, nice one you three,” Thistleroot said once the changeling was secure. He offered a hoof to Mimic who stared at him just long enough for it to become awkward before bumping it with her own hoof.

The changeling Apple Bloom had bucked was out cold, but Sweetie Belle and Spike helped tie him up anyway. As they did, Mimic walked up to the changeling Scootaloo had stunned.

“We should knock him out before he recovers. Those won’t to hold him if he uses magic.” The changeling blinked several times and his horn started to glow, but Mimic put her hoof on it in a silent warning and he went still.

“Yeah, I guess you’re right,” Scootaloo said, looking down at their prisoner. She lifted her hoof, then set it back down. She swallowed hard and lifted it again. It was one thing to attack somepony during a fight, but beating somepony who’d been tied up just seemed wrong. What if she hit him too hard? Still, they couldn’t just leave him like this. He’d escape the moment they left.

She glanced back up at Mimic, expecting to be met with a look of impatience. Instead, Mimic was pointedly looking at the floor a few feet away.

“Well, somepony’s got to,” Apple Bloom said, stepping up beside Scootaloo and rearing up onto her hind legs. Scootaloo winced and looked away just before she heard the thud of impact and a squeal from the changeling.

A few seconds passed as Apple Bloom made sure the changeling was just unconscious, and then they started making their way toward the door. “Sorry,” Scootaloo said.

“Ain’t nothing to apologize for,” Apple Bloom said. “Ah know none of us here actually likes hurting anypony. Nothing wrong with that.”

“Not even if they are your enemies?” Mimic asked.

Apple Bloom rolled her eyes. “No, Mimic. Not even then.”

Again, Scootaloo expected impatience or a jab at ponies in general from the changeling, but Mimic kept quiet as the group moved out into the hall.

Apple Bloom opened her mouth to say something more, but never got the chance. A bolt of pink energy took her across the chest. At the same time another bolt struck Mimic in the side. Both girls were thrown back with the impact. Apple Bloom collided with Sweetie Belle and the smaller girl squealed in surprise.

The air next to Scootaloo shimmered and Rosalia simply appeared, horn glowing dangerously. Her hoof struck Scootaloo before she could react. Light flashed at the back of her eyes and she tumbled head over hooves. It took her a moment to gather herself again. When she did, she wobbly pushed herself back to her hooves.

Spike was already down, and neither Apple Bloom nor Mimic had gotten back up.

Sweetie Belle took the next attack, still stunned from being struck by Apple Bloom. Thistleroot tried to act, but wasn’t fast enough. A fifth bolt struck him and he cried out in pain before falling still.

Scootaloo could only stare in shock as her friends fell around her. She didn’t know if they were hurt or killed outright. The attack had happened too suddenly for her to even try to protect them.

And now Rosalia was standing over her. For just a moment, Scootaloo saw a flash of anger in her eyes, but then it was gone, replaced by perfectly controlled calm.

Rosalia’s horn began to glow brighter and Scootaloo tensed. No pain came, however. Instead she felt a tingle, like static electricity running across her entire body. Out of the corner of her eye she saw each of her friends begin to glow. She was jerked into the air and light blotted out the rest of the room.

*****

Starswirl threw everything he could muster at the first changeling queen in a single beam of brilliant silver fire. Nocturne met the attack with a stream of shadow, and for a brief moment the beams collided, burning at the center and straining to gain ground.

Their attacks were near evenly matched, but the Night Queen seemed to be the stronger of the two, as he’d expected.

The conflicting magics fused where they met, becoming unstable and exploding in a white burst of energy. Starswirl staggered back, shielding his eyes against the light, then blindly dodged to his right.

A bolt of dark energy struck the ground where he had been standing. He kept moving, circling around Nocturne as the light faded. He launched a wide burst of fire in her general direction.

She ducked her head and simply took the blast as her horn glowed. The flames forced her back a step, and Starswirl thought he could make out a look of surprised pain.

A spear of black jagged glass appeared beside Nocturne and hurled itself at Starswirl. He threw up his best shield in a quarter dome ahead of him. The spear struck the shield and shattered, driving him backwards into one of the stone statues decorating Nocturne’s throne room.

She launched another spear at Starswirl, and he caught it again. The spear shattered and destructive magic pulsed into his shield, nearly tearing it to pieces. His body was forced backward again, pushing roughly against the statue.

Nocturne hurled a third spear. Starswirl dropped his shield and vanished in a flash, reappearing on her other side and countering with a burst of light.

The light struck Nocturne’s flank, forcing her sideways several steps with a pained hiss. The spear struck the statue Starswirl had been against, shattering against it. The destructive magic pulsed into the stone and it turned in on itself, crumbling.

Nocturne caught the fractured pieces with a gust of wind and hurled them toward Starswirl. His horn glowed in answer. The stones pulled inward to a center point and the entire massed bounced higher into the air, taking the form of a very confused sheep.

The sheep bounced once on the tiled floor before skittering away. Starswirl and Nocturne watched each other, waiting for the other to move.

Nocturne spoke. “You are powerful. More than any pony we’ve seen. Maybe even more powerful than those we fought just after we were released. Who are you?”

“Just somepony who doesn’t want to see a lifetime of work go to waste,” Starswirl answered. He stretched his right foreleg gingerly. “Maybe we should talk. Ain’t as young as I used to be.”

She tilted her head. “Go on.”

“See, you’ve been gone for a long time. Things are different now.”

“Yes, we have seen as much. Ponies have conquered this land, forced all their natural threats elsewhere, and then grown weak and complacent. They allow the few, those such as yourself, to protect them when a threat arises.”

“Yeah, sure. That’s one way of putting it, and sometimes I wonder about that myself. But it’s not my place to make those decision, is it?” Starswirl shook his head. “Ponies can only grow complacent in a world where they’re safe most days of the week. It’s the nature of living things to look out for themselves. If living their day to day lives and letting their princesses or other exceptional ponies protect them ends up keeping them safe, isn’t that the direction they should be taking?”

“Your argument would hold more weight if those princesses and ponies had not already fallen,” Nocturne said.

“Not all of them,” Starswirl said. “Not just yet.”

“You are referring to those who are sneaking into my home from the lowest level? If so, you are mistaken. Rosalia has surely dealt with them by now, so this distraction of yours is ultimately meaningless.”

Starswirl cursed, eyes going wide. Fear for Scootaloo’s group hit him, pouring ice into his veins, and he threw his magic at the lock he’d placed over the room so that he could teleport out. The fight had lasted less than a minute, maybe if he hurried—

Three feet of jagged black glass buried itself into his chest.

Pain tore away the teleportation spell he’d been preparing. He looked down at the vicious spear as warm blood trailed down his front legs. It pulsed, pouring its destructive energy straight into his body.

He collapsed, head falling forward as his vision swam with white. The end of the spear hit the stone floor and cracked.

“Still in a single piece,” Nocturne said. “He really was an interesting one. A shame.” She began to turn away, but paused, her eyebrows coming together in concern.

Starswirl pushed himself back up to his hooves. The spear twisted as he did, the end scraping against the stone.

Nocturne’s expression darkened. “That’s not... that shouldn’t be possible,” she said. Starswirl forced the pain back and grinned in defiance. “You’re not a pony, are you?" She asked. "Are you even mortal?” As if intent on answering her own question, she created four more spears beside her.

A sphere of pink light appeared at the center of the room and vanished, leaving Rosalia, Scootaloo, and the others where it had been. Scootaloo’s eyes were wide with fear as she looked about the room in confusion. Her gaze met with Starswirl’s, and he saw a brief flash of relief before she could register his appearance. It was quickly replaced with horror.

Nocturne looked at the group when they appeared. She closed her eyes, shook her head, and hurled the spears at Starswirl.

He had just enough time for a single thought before they hit their mark.

I shoulda stayed retired.

Pain and darkness followed.

Nocturne's Challenge

The spears hit the grey pony, driving him across the room. He seemed to twist in on himself into a vortex of purple energy and then he and the spears were gone, leaving only a mess of blood where he had been.

“Excellent,” Rosalia said. “And that is the end of that.” She turned back to Scootaloo. The pegasus’s eyes were wide with horror. “Now then, girl, it’s time for you to sleep. I doubt it is a sleep you will ever wake from.”

Scootaloo steeled herself and tried to move, but Rosalia caught her before she could shift more than a few inches. Her leg snaked around Scootaloo’s shoulders, dragging her closer. Her horn touched Scootaloo’s temple and with a flash of pink light, Scootaloo slumped to the ground, eyes closed.

Nocturne was watching the spot where Starswirl had vanished. “He’s gone,” she said, clear interest in her voice.

“Even if he teleported away, he couldn’t survive those wounds,” Rosalia assured her.

“Yes, you are likely right. Still, that was a curious one.” Nocturne turned her attention to the unconscious ponies. “You returned the moment the lock on this room fell, even though one of your opponents was not yet defeated. We are disappointed in you.”

Rosalia’s head jerked back like she’d been slapped. “Disappointed? I did as you requested. Not one of them will suffer lasting injuries.”

“You came back to show that pony the end of our fight. You wanted her to see us kill her ally. You wanted to inflict a measure of pain before the kill.” Nocturne’s voice dropped the usual reverberations once again. “I taught you to be cunning, calculating, but never sadistic. You obeyed the letter of my orders, but not the intent. You still allow yourself to be driven by your emotions. Tell me, what is this pony, that you would lower yourself to hurt her?”

Rosalia looked down at Scootaloo, shame flooding her chest. Even as she considered her queen’s words, she felt a fresh wave of hatred toward the pony for inspiring such shameful actions. “She is nothing, my lady.”

“Then you have no objections toward releasing her?”

Rosalia tried to keep silent, but she could tell from Nocturne’s look of displeasure that her eyes had betrayed her. “My lady, it is not because of my emotions that I believe we should do away with these ponies. I spent over a thousand years trying to free you, and they are actively seeking to undo my work. They wish to imprison you once again.”

“And do you truly believe they have a chance of doing so?”

“I didn’t think anything could stand against you,” Rosalia said. “I’ve had a thousand years to reflect on that belief. There is no reason to take chances.”

“Well put,” Nocturne said slowly, face softening. “You would be right, if my own survival were all I cared about.” Nocturne crossed the room to stand before her. “Of course, in that case I would have to destroy you as well, to be sure you couldn’t turn against me as your sisters did. But that isn’t going to happen, is it?”

“No, my lady,” Rosalia said. Of course not. Nocturne might have been a spirit of instinct, a patron for predators and creatures of the night, but she was more than those predators could ever hope to be. Just as Discord wanted to share his chaos with the world, so too did her lady want those she ruled to survive. Not just survive, but to grow stronger, to thrive despite any cruelties the world might throw their way. In her own way, she was even more kind than Celestia. That, more than the life she’d been given, was what had bought Rosalia’s loyalty throughout the millennia.

Rosalia bowed her head. “What is your wish?”

Nocturne turned her attention to the unconscious ponies on the ground. Sparks of magic passed over them as she examined each in turn. When she spoke, the resonant timbre had returned to her voice. “The older pony claimed that these were, what word did he use? Exceptional ponies. We wonder what makes them so. They are brave for coming here, but their actions were foolish. We are not yet convinced of their worth in reshaping ponies into a species that can survive on its own.”

Nocturne’s horn hummed with quiet power. She tilted her head, and Scootaloo’s pack shifted. The flap of the pack opened and a glowing uncut gemstone floated free. “Likewise, it seems there is much you have forgotten in your time living among them.” The gemstone floated closer to Nocturne, turning lazily as she examined it. “Do you know what this is?”

“Harmonic magic, if I had to guess. I saw Celestia do something with the Elements of Harmony, the ponies’ greatest weapons, just before you were freed. Perhaps she thought the magic would work on you.”

“It wouldn’t,” Nocturne said. “It’s powerful. Maybe if there were more. This is but a trifle.” She set the crystal back down beside Scootaloo. “They don’t seem any different than any other ponies, but then your feelings toward them give some credence to the older pony’s words.”

The direction of Nocturne’s thoughts dawned on Rosalia then. It was to be a game, then. Her lady would be testing her. Testing her worth against the best the ponies had to offer, to see which side came up wanting. If the ponies simply left after being spared and never crossed paths with the changeling queens again, that would be it. But Rosalia knew and Nocturne suspected that that wouldn’t be the case. They would try again, better prepared, and Rosalia would have to be ready.

Simply waiting until they showed up again and beating them was the simplest answer. It’s what her lady would have gotten from Lirian, and maybe even from Chrysalis, but she wanted more from Rosalia, the daughter she’d created to be her tactician.

If that was what Nocturne wanted, what it took to win her favor once more, Rosalia would play.

“You will allow the six of them to leave with all of their belongings.” That would include the fragment of harmonic magic. Rosalia knew better than to argue against a direct order such as that. She also knew her lady’s expectations of her. The game had already begun. It was time to make her first move.

Rosalia looked down at the unconscious bodies at her feet, then looked up to her queen. She steeled herself and said in an even, unwavering voice, “Five.”

“Hmm?” Nocturne mused.

“There are five. Four ponies to lead the others of their kind, and one dragon to bear witness to those across the sea.” She forced herself to meet Nocturne’s gaze with her own. The weight behind her queen’s eyes threatened to bury her, but she continued. “The sixth is a changeling.” Rosalia stepped forward to stand over Mimic. “Chrysalis is gone. The sixth is mine.”

Nocturne held Rosalia’s gaze for a long moment, neither blinking. “Very well. You will allow the five to go. The changeling is yours to do with as you please.”

Rosalia nodded. “And, if I may, my lady. I have one other suggestion.”

*****

Scootaloo woke up. Under the circumstances she had to consider that a win, even with the headache and stiffness in her neck and shoulders. She opened her eyes just a crack.

She was in the same spot she’d been knocked out in. She was lying with one cheek against the cold stone floor and her left foreleg pinned under her.

“Stand,” Rosalia said from somewhere behind her. In the peripheral of her vision she saw Sweetie Belle shift and start getting to her hooves. Others were moving around her too. They must have been woken up on purpose then, which meant surprise was out the window. She stood too.

Rosalia stood between them and the throne room doors. Nocturne sat on her throne on their opposite side, bearing every bit as regal as one of the princesses. Laying on the floor at the base of her throne were the Elements of Harmony.

Scootaloo’s stomach twisted when she saw them. What were they doing here? And where were the bearers?

“Where are Thistleroot and Mimic?” Apple Bloom asked. Scootaloo looked around the room again. The two of them were indeed missing.

“Mimic’s whereabouts are of no concern to you,” Rosalia. “As for Thistleroot, he woke up early. We talked and then I sent him on his way.”

“Wait, do you mean like, actually sent him on his way?” Spike asked. “Or like...”

“He’s alive.”

“Enough,” Nocturne said. “Ponies of Equestria, hear us.”

Spike fell silent and they turned back toward her.

“You have each shown a level of bravery that we have yet to see from your kind. Your actions here are a hopeful sign that ponies have not been rendered entirely incapable over the past thousand years.”

Scootaloo shifted, looking sideways at Apple Bloom. She looked as confused as Scootaloo felt. Scootaloo wasn’t sure what she’d been expecting, but it sure wasn’t praise.

Nocturne continued. “But bravery such as that must be tempered with wisdom. This was a fight you could not have won. Why did you come?”

It took Scootaloo a moment to realize that it wasn’t a rhetorical question. “We came to save our friends. We had to at least try.”

“Did you?” Nocturne asked. “And would your deaths have accomplished anything?”

Scootaloo’s gaze fell to the floor. She was right, but where was she going with this?

“By now we are sure you realize that you will be leaving Night’s End with your lives. This exchange would be meaningless if we planned on killing you, after all. This is a chance for you to share with your kind what has happened here today. However, should you return, you will not be shown mercy again.”

“What about our friends?” Scootaloo asked.

“We have asked Rosalia about them. It seems they are considered heroes of this land. They defeated Discord, as well as many other threats. Is this true?”

Scootaloo considered lying, but the weight of Nocturne’s gaze settled on her and she found herself nodding, just like the last time she’d encountered the creature face to face.

“Then they will remain where they are for the time being,” Nocturne said. “It is because of great heroes that the average creature grows complacent. Ponykind will simply have to make due without them.

“But not forever.” Nocturne paused, pondering the issue. “One year seems fair. In one year, ponies will have learned to live in a world without their heroes, or they will have perished. Either way, I will free your friends from their confinement myself.”

Scootaloo blinked, unsure if she was understanding Nocturne correctly. She’d just let them go? Just like that?

Nocturne seemed to note the surprise on her face. “We are not a monster, no matter what you might have heard. Your friends will be released, and your lives will be spared. There is no reason to fight against us.”

She had a point, Scootaloo thought, looking to each of her friends in turn. Maybe Nocturne wasn’t as bad as they’d initially thought.

As her gaze slipped from Apple Bloom to Sweetie Belle it fell on a smear of blood to their left. Her last few moments of consciousness before Rosalia had put her out played again in her mind. Starswirl injured. The jagged spears Nocturne had summoned to finish him off. The spears had been ugly things. Magic with no purpose but killing.

Changelings, windigos, specters. All three had been created by Nocturne as predators. Predators created to attack ponies. And then there were all of the natural predators that would be allowed to roam Equestria under her rule.

She remembered the ruined Canterlot, torn to pieces by Nocturne’s magic.

Scootaloo hadn’t meant to let her thoughts show, but the queen was too perceptive. “You seem to disagree,” she said. Scootaloo hesitated.

“We have already promised you safe passage,” Nocturne said. “Your words will not change that. We would know the thoughts of our subjects. Speak.”

“I was there when you fought Princess Celestia and Princess Luna.”

“Yes, we remember.”

“You told them the same thing, that there was no reason to fight, but you’re wrong. If you really think we have to protect ourselves, then that means protecting ourselves from you too.”

Nocturne’s gaze flicked up over Scootaloo’s head toward Rosalia, and for the first time that Scootaloo had seen, Nocturne smiled. “E's kmyt. Then there is just one final matter to attend to.”

And then Nocturne destroyed the Elements of Harmony.

There was no flash, no flair or drama to the act. It happened so suddenly that Scootaloo might have missed it had she blinked.

Nocturne’s horn shimmered and the gemstones worked into the elements lifted free. The gold of the necklaces and tiara instantly began to tarnish.

Nocturne nodded once and the gems shattered into thousands of tiny fragments. Each of the fragments shattered again, reducing the elements to dust, and then they were gone.

Scootaloo stared at the tarnished necklaces, her brain not wanting to register what she was seeing.

That couldn’t have just happened.

But it had. Scootaloo fell back into a sitting position, her eyes still affixed to the ruined necklaces.

The Elements of Harmony were gone.

They had lost.

Root and Thorn

Thistleroot had tried to move when Rosalia appeared in the lowest level of Nocturne’s castle, to do anything to slow her down, but fighting had never been a skill of his. He hadn’t completed a full step before her pink magic struck him, and the world went dark.

Pain was the first indication that he was still among the living. After it announced itself, other sensations followed. The cold floor beneath him. The piercing light that forced him to blink back tears until the room came into focus around him. He was in a different room, without his friends, in what he guessed was still Night’s End. It was nicer than the dungeon area they’d entered through. There was less rotting wood and rusted metal, and more clean rugs and tapestries. Sadly, there was an equal number of psycho changeling queens.

It was the first time he’d ever seen one in person, excluding the brief moments she spent taking their group apart. She looked like Scootaloo had described her. Tall with a blue mane, similar in color to Mimic’s eyes but fading to pink at the ends.

The fact that he was alive did little to calm him, but he bit back his fear long enough to say, “Rose Thorn? Or I guess you go by Rosalia now.”

The changeling queen nodded. “You are correct. And if I remember correctly, you are Thistleroot.”

“You remember me from one conversation? I guess I should be honored.”

“Not just one conversation. I spoke to Mimic. She told me about you. Besides that, you are the one Star Shine hated. I must say I’m surprised about how that turned out. I thought he would kill you eventually.”

Thistleroot shrugged, glancing away. The image of Star Shine’s body hitting the ground was one he’d just as soon forget. “He tried.”

“Yes, so I’ve heard,” Rosalia said, a faint interest in her voice. “Honestly it was a miracle he lived as long as he did. All the same, I’m surprised you defeated him.”

“I had a friend. He didn’t.”

“Friendship,” Rosalia said. “Always friendship with you ponies.”

“Speaking of friends, I don’t suppose you’re gonna tell me where mine are?” Thistleroot asked.

“In the throne room, just down the hall,” Rosalia said.

Thistleroot blinked in surprise. “Oh. Uh... I don’t suppose you’re gonna tell me all of your weaknesses?”

“No,” Rosalia said, no hint of amusement in her voice or face. “I’m beginning to understand why Star Shine hated you. Let me dispense with the banter for the time being and get to the point. As much as I advise against it, my lady has decided the six of you will all leave this place alive.”

Thistleroot’s immediate reaction was to doubt everything Rosalia was saying, but... why lie? She had them and there was nothing they could do about it. She had nothing to gain from telling them they would live and then immediately killing them, save for a small bit of sadistic satisfaction in instilling them with false hope.

That might have been it, but it didn’t fit in with the Rose Thorn he’d known and heard of. Everything she had done up to this point had been a deliberate, carefully considered move.

“Why?”

“Because she is too kind for her own good. Because despite the monster you would believe she is, she wants what is best for every creature, unlike those tyrant princesses you served who put ponies before all others.

“And because she’s disappointed,” Rosalia said, turning to pace away and speaking so quietly that it seemed Thistleroot wasn’t meant to hear that part.

He immediately called ponyfeathers on that thought. He heard her because she wanted him to. “Disappointed?”

Rosalia turned, eyes narrowed, and then after a perfectly timed pause, her expression softened into a more neutral mask. “So it seems. She’s not pleased with how I’ve conducted myself in my search to free her. She means to test you ponies and me at the same time. Will you work with other ponies to ensure the survival of your species, or will you throw your lives away challenging her? Can I keep myself detached and rule as I should, or will I give in to base emotions?”

“She’s testing you to see if you’ll kill us?” Thistleroot asked, tensing. He suddenly found himself rooting for Rose to pass any test set before her.

“In a way. If you go and never return, I have been instructed to leave you be.”

“Everypony else, too?” Thistleroot asked. “Even Scootaloo?”

“You think I bear her more ill will than the others?” Rosalia asked.

Thistleroot shrugged. “You don’t really know the others.”

“True, but I would just as soon end you all and be done with it. Still, what I don’t understand is why you care what happens to her,” Rosalia said. “Surely by now you understand who she is. What she’s done. She’s brought you into more danger than you ever could have found on your own. She dragged you here.”

“She didn’t drag me here,” Thistleroot said. “I chose to come. She’s my friend.”

“But why? What has she done to earn such friendship?”

Thistleroot sat back on his haunches and chuckled despite his fear. “You really don’t get it. You don’t know anything about friendship, do you?”

Rosalia tilted her head. “Enlighten me.”

“Friendship isn’t about what one pony deserves or earns, and making mistakes doesn’t diminish somepony’s worth. If anything, our flaws make us who we are as much as anything else.”

“So her penchant for endangering the lives of those around her is simply who she is? Not the most convincing argument,” Rosalia said.

“She’s brash, even reckless sometimes,” Thistleroot said, frowning. “And sometimes it causes trouble, yeah. The first time we ended up in any real danger was a few weeks after we met. She wanted to check out the Cutie Mark Crusaders. The meeting was cancelled and we were going to leave, but she heard Star Shine and you talking about getting rid of Twilight Sparkle. Her first instinct was to find out more, to risk her own flank for a friend.”

“I remember that night,” Rosalia said. “Star Shine thought he heard something while we were talking in the hall. Later we all heard the shrieking of a terrified filly. That was her?”

“Uh, yep, that was her. Anyway. That’s not all. Leading the changelings away from us during the gala. Making me wear her protective pendant from the princess. Coming here despite the danger. She’s always willing to put herself out there when it’s important. At first I thought she was fearless, but she isn’t. She’s just as scared as the rest of us, and she does it all anyway.

“For somepony like that, I want to do everything I can to help. To try to be even a little bit like her.”

Rosalia watched him talk, head still tilted. She considered him for a long moment after he fell silent before speaking. He shivered beneath her gaze. It was like she was looking through him, rather than at him. Finally, she smiled. “I think I understand now. Perhaps even better than you yourself do.”

Thistleroot said nothing.

“Wait here,” Rosalia said before standing and leaving the room. The door closed behind her and Thistleroot was alone.

“Ha, good one,” Thistleroot said, bouncing to his hooves and running to one of the windows along the far wall. He looked down through it at the seemingly endless void on the other side. “Oh yeah. Mountain. Fortress. Uhh...”

He looked around the room. There were silk tapestries in dark blues and sea greens with the First Queen’s symbol on them that he could tie together. Maybe he could climb down to the next level.

He’d managed to tie a rope about twenty feet long together before Rosalia came back in. He hastily tossed the mass of silk behind him and tried to act natural.

Rosalia closed her eyes for a deep breath and then continued as though nothing had happened. She stepped further into the room and a crystal wrapped in a cocoon of pink magic floated along side her before setting down at Thistleroot’s hooves.

He looked down at the fragment of harmony in unmasked confusion. “Uh, what?”

“I want you to take this when you leave.”

“Uh, what?”

“When you find Scootaloo again, give it back to her.”

“Why?”

“Because by then she will have been without it for several days. The new spark of hope will ignite a fire within her, and once again she will put her life on the line for those she cares about.” Rosalia smiled wider. “And because the next time you ponies come here, I am allowed to kill you all and be done with this tiresome game.”

*****

Thistleroot checked the fragment of harmony for the eighth time in the past hour. Mimic resisted the urge to tell him that it would be nestled safely in his saddlebag, same as the previous seven times. He closed the bag and edged closer to the next drop. It was only a few feet.

“So, I was thinking. I might have enough money on me to get us a carriage out from Cloudsdale. It would be faster than walking, but then that’s the last of my bits.”

“I would say we walk, then,” Mimic said. “We don’t know if the others will be in Canterlot or what our next move is. There’s no point in squandering resources just to hit the next brick wall a few days sooner.”

“Okay, fair enough. Walking it is.” Thistleroot sighed. “That’s a lot of walking. Who knew the end of the world would be so good for my health? I haven’t gotten this much cardio in... well, ever.”

“I could tell,” Mimic said, hopping down to the next rock. Thistleroot carefully made his way along a thin ridge to where the path continued. The old road they had found through the mountains, if it could even be called a road, was in disrepair. In places like this entire chunks were missing.

“Alright, just a bit,” Thistleroot said, hopping awkwardly across a particularly steep bit and stumbling his way onto the next section of road. “Ha, made it!”

Mimic hopped across the gap, wings buzzing to give her the distance needed to clear it. “You’re acting pretty confident for a pony without wings. You’re going to end up falling.”

“Eh, that’s what I’ve got you around for.” Thistleroot said without looking back.

He didn’t see Mimic falter in surprise, taken aback by the confidence in his voice. After a moment she composed herself and followed him.

*****

Scootaloo and her friends had finished setting up camp for the night. Apple Bloom had pulled some branches from the trees to build up a shabby lean-to to sleep under while Sweetie Belle and Spike had gathered firewood.

They had made it to the edge of White Tail Woods. Apple Bloom had begun recognizing more and more of the surrounding area, and assured them they’d be able to reach Ponyville tomorrow. Scootaloo hopped she was right. She’d had a little over a day to think about their next move, and now she was eager to move on.

She didn’t like Thistleroot’s implication that the group had started following her lead. She didn’t want to think about the kind of trouble she could get them into by not being careful, but somepony had to come up with something. She’d made a decision and spent the better part of the day second guessing it. It was time to share it with the others.

“I’ve been thinking,” she started. Everypony shifted their gaze toward her. “About what we should do next.”

“Is that why ya’ve been so quiet today?”

“Yeah. I know I said we should find Thistleroot and Mimic, but honestly I don’t know where to start looking.” She paused. “Spike, you can’t get a letter to them, by any chance, can you?”

Spike shook his head. “I don’t know either of them that well. Just sending letters to you when I know we’re in the same city is hard enough.”

“Okay, I figured that would be the case. What about places?”

“Same deal. The better I know a place, the easier it would be to send mail there.”

“Could you do Starswirl’s tent?”

Spike thought about it and nodded.

“Then tomorrow when we get to Ponyville we’ll write Thistleroot a letter and you can put it in Starswirl’s tent. If he makes it back, it’ll tell him where we’re going and he can meet us there.”

“Where are we going?” Sweetie Belle asked.

“The Crystal Empire,” Scootaloo said. “Princess Cadence is the last free alicorn. She should hear everything we’ve learned so far. And they have the Crystal Heart.” She faltered, unsure. “I uh, I guess I don’t know anything about magic stuff like that. I don’t know anything about the Crystal Heart except it’s powerful enough to protect the entire Crystal Kingdom. But maybe Princess Cadence knows how it could be used to free the other princesses, or even to defeat Nocturne.” She shrugged. “That’s the best I could come up with.”

“It’s a good plan,” Sweetie Belle said. “Better than anything I thought of.”

Spike and Apple Bloom nodded. Apple Bloom paused, biting her lip, and then said, “Well, I did actually think of something else, but I don’t think... I mean, it’s a stupid thought. I... hmm, never mind. It’s dumb.”

“What is it?” Scootaloo asked. “I think I speak for everypony when I say we’re open to suggestions.”

“Well, it’s just, uh. Nocturne’s been beat before. Without the Elements of Harmony. By, uh, by Discord. Maybe, if we can’t come up with anything else. If we free him...”

“Are you crazy!?” Scootaloo shouted. Her stomach twisted at the thought.

“No way!” Spike shouted at the same time.

“It was just a thought,” Apple Bloom said.

“Do you have any idea what Discord would do to Spike and me if he got free?” Scootaloo asked. “At least Nocturne’s impartial.”

“Ah guess you have a point. Ah told you it was a dumb idea,” Apple Bloom said. “Besides, Ah don’t know how we’d free him anyway.”

Scootaloo found herself breathing heavily and tried to calm down. Her heart was racing just from the thought of Discord.

It took her better than five minutes, but she managed to control her breathing enough to calm herself. Nopony had said much. She shook her head. “Let’s all just get some sleep. We’ve still got some walking to do tomorrow.”

Apple Bloom nodded and started kicking dirt over the fire. Sweetie Belle and Spike moved under the lean-to.

“Ah’m sorry,” Apple Bloom said.

“Yeah, me too,” Scootaloo said. “About the yelling part. I know you were just trying to help.”

Apple Bloom nodded. Satisfied that the fire was out, she moved to lie down beside Sweetie Belle. “Good night, Scootaloo.”

“Good night.” Scootaloo remained where she was sitting for several minutes, looking up into the now dark sky.

Discord. The very thought of him free to hunt her down and extract his revenge had kept her awake on more than one occasion. She shook her head. Even if she knew how to free him, it would be suicide. Not just for her, but for Spike too. If his statue had even survived Canterlot’s destruction.

She moved to lie down beside Spike and closed her eyes, already resigned to a sleepless night of errant thoughts.

Homecoming

The group of ponies made their way through the streets of Ponyville.

Apple Bloom’s guess had been right, Nocturne had sent them off to White Tail Woods. They reached their home town shortly before sunset. Their first stop had been the train station, and Scootaloo was relieved to find the trains were still running. At least, the trains that didn’t go to Canterlot were. The next train heading toward the crystal empire would be leaving early in the morning, which gave them some time to kill.

The little farmhouse came into view down the road, and Apple Bloom picked up her pace.

They hadn’t made it to the doors before a booming voice called out, “Apple Bloom!”

A barrel chested red stallion was galloping toward them from the barn, eyes wide.

“Big Mac!” Apple Bloom beamed at the approaching stallion and bounced forward to meet him. He scooped her up into a crushing one legged hug and held her for a good thirty seconds before finally letting her down. When he stepped back, Scootaloo could just make out a threat of teary eyes before he blinked them away.

“We heard about what happened to Canterlot. Everypony was worried.”

“Yeah,” Apple Bloom awkwardly rubbed the back of her head with her hoof. “Sorry for taking so long to come home. A lot of stuff’s been happening. Uh, do ya wanna go in and talk?”

Big MacIntosh wordlessly circled around them to open the door and led them inside.

Scootaloo followed at the rear of the group, nerves rising. She hadn’t been to Sweet Apple Acres in over two years, nor had she had any contact with the rest of the family after her fight with Apple Bloom. The place looked more or less the same, though a few new pictures dotted the front room. Granny Smith and the Gold Horseshoe Gals enjoying a senior’s day at the spa. Another of Apple Bloom playing with a newborn filly. Beside that, a picture of Big Mac in a tux. He stood beside a purple earth pony wearing a white dress. Scootaloo glanced away guiltily.

“Where is everypony?” Apple Bloom asked.

“Sent them to Appleoosa,” Big MacIntosh said. “Everfree Forest has been acting mighty strange.” He pointed to a collection of pots and pans near the back door. “Timber wolves almost got Candy Apple while she was playing outside.”

Apple Bloom frowned and met Scootaloo’s gaze.

They’d known that kind of thing would happen, but Scootaloo hadn’t been sure how. Even now she didn’t know if it was the lack of the princesses magic, or some more direct effort on Nocturne’s part that was beginning to stir the creatures of the forest.

“Don’t ya think ya should be with them?” Apple Bloom asked.

“Eeyup.”

“So you’re gonna go to Appleoosa too?”

“Eenope.”

“Well, why not?”

“Somepony has to take care of the farm,” Big MacIntosh said simply.

Apple Bloom pursed her lips, but didn’t argue. Scootaloo knew it would be pointless. Big Mac had just as much of the Apple Family stubborness as the rest of them, and if anypony was up to facing down a few timber wolves, it was him. Still, there were worse things in the forest, and they wouldn’t stay in there forever.

“So uh,” Scootaloo said. “Congratulations, by the way. On the whole...” she trailed off and pointed a hoof at the pictures.

“Eeyup,” Big Mac said. He hesitated, then said, “Apple Bloom. Do ya know where Applejack is? We haven’t heard from her either.”

Apple Bloom glanced down. “Um, yes. And she’s alive, but um... She’s been turned to stone.”

Big Mac frowned.

“But we’re gonna find a way to turn her back. We’re actually on our way to the Crystal Empire now. We’re taking the train in the morning, and then we’ll ask Princess Cadence if there’s anything she can do to help.”

Big Mac didn’t say anything, but after a long moment he nodded. He went to the door, chose two pans from the pile, and made his way into the kitchen. Apple Bloom caught on and said, “Ah’ll help. Uh, you three make yourselves comfortable. And there should be some paper on the desk in the other room, if you want to write that letter to Thistleroot.”

“Don’t have to tell me twice,” Spike said, hopping down onto the sofa. “I’m so glad we don’t have to walk anymore.”

“Tell me about it,” Sweetie Belle said, hopping onto Granny Smith’s rocking chair.

Scootaloo walked into the other room, finding the desk Apple Bloom had mentioned. It was where Big MacIntosh kept most of the financial information related to the farm. She found a few sheets of paper, quills, and ink, and brought it all back into the main room. She sat on the floor so that she wouldn’t drip ink onto any of the furniture, took a quill between her teeth, and began writing.

“You don’t want me to do that?” Spike asked. Scootaloo shook her head, spattering the page with droplets of ink. “Okay,” Spike said. After a second of thought, he got up to grab a paper and quill of his own. “I’m going to send a letter to Cadence, to let her know we’re coming.”

“Good idea,” Scootaloo said, crumpling up her first attempt at a letter and starting fresh. Spike finished and sent his in the few minutes it took her to get frustrated and crumple up her second letter.

“Uh, is everything okay?” Apple Bloom asked from the door of the room.

“Yeah, I’m just bad at this.” Scootaloo didn’t meet her eyes.

Apple Bloom arched an eyebrow. “Well, okay. When you’re done with that, Big Mac and Ah made breakfast for dinner.”

“Okay, it’ll just be a minute,” Scootaloo said as Sweetie Belle and Spike traded glances and followed Apple Bloom into the dining room.

They’re probably going to get the wrong idea, Scootaloo thought belatedly, but shrugged the thought aside. She began writing again. Her third attempt wasn’t perfect, but it would have to do.

She let the ink dry and rolled it up. She grabbed Granny Smith’s knitting bag beside her rocking chair, bit off a foot of yarn, rolled up the letter and tied it. She wrote Thistleroot’s name in large letters three times, so that no matter how it landed his name would be visible, and then she met the others for dinner.

*****

The Unicorn Range mountains gradually declined as the pony and changeling drew even with Cloudsdale. Thistleroot once again wondered if they should turn North and find a flying carriage in the city to take them the rest of the way, but Mimic made a valid point. Even if Scootaloo and the others were back in Ponyville or the ruins of Canterlot, there wasn’t much of a rush.

Especially since he hadn’t yet figured out what he was going to do about the fragment of harmony.

Rosalia was right. Scootaloo wasn’t the kind to keep herself safe when ponies she cared about were in danger. It was possible that giving her the fragment would be enough to send her off on another attempt at rescuing her sister.

But he couldn’t just keep it from her. As dangerous as going up against Rosalia was, he knew he had no right to make that decision for her. The best he could do was make sure they had the best possible plan.

The only problem was that he had no clue what that plan might be.

Mimic walked beside him in silence. He’d broached the subject earlier that morning, and since then she’d been lost in thought. But she was looking at him out of the corner of her eye now. He paused, and she came to a stop as well.

“I’ve got nothing,” he said. “Any ideas.”

“Yes,” she said. Thistleroot straightened up. Mimic continued, “We find Scootaloo, Sweetie Belle, and the others first.”

“Yep,” Thistleroot nodded. That part was obvious, but it looked like she was going to continue.

“We grab my brother as well.”

“Uh, okay,” Thistleroot said. It wasn’t something he had been thinking of, and she’d been content to let him stay put for the time being, but maybe her brother had some knowledge or skills that would be invaluable to defeating—

“And we leave Equestria.”

Thistleroot blinked. “Oh. Well, I mean, it’s not bad. I don’t know though, it seems like it’s missing a certain je ne sais quoi, you know?”

“A little what now?”

“A little something,” Thistleroot said. “Mostly in the ‘saving Equestria’ and ‘getting Scootaloo to agree’ areas. But hey, it’s a start.”

“There’s nothing we can do to save Equestria,” Mimic said. “You know that, Thistleroot. Queen Rosalia tore us apart in a few seconds, and she was holding back. There’s nothing we can do against her.”

Thistleroot glanced away, not wanting to meet her eyes. She wasn’t as tall as he was, but he found himself hunching down under the sudden intensity of her stare.

“We should destroy the fragment of harmony,” she said. Thistleroot swallowed nervously. “Without it, Scootaloo won’t have any reason to challenge Nocturne. Even she can’t be that stubborn.”

“That seems a little extreme,” Thistleroot said weakly.

“I’m not going to die for this,” Mimic said. “We’re lucky to be alive right now. I’m not going back to Night’s End. I’m leaving. And,” she hesitated, glancing away, “I want all of you to come with me.”

Thistleroot blinked again, looking up. It was Mimic’s turn to avoid eye contact.

“Don’t read too much into that,” Mimic said. “I can’t go back to the changelings. It’ll be easier to survive with more than just my brother and me.”

She was right. Thistleroot knew they didn’t have a chance, but he’d been trying not to think about it, trying not to admit it even to himself. As for destroying the fragment of harmony to force the others’ hooves, that was out of the question. That wasn’t their decision to make.

“Scootaloo won’t agree,” he said. “Her sister is still trapped. You have a brother, you understand, don’t you?”

Mimic flinched. “She’ll just get herself killed. And if you go with her, you’re going to get killed too.”

“Probably,” Thistleroot said. “That’s why we need to come up with—”

“No! There is no perfect plan! We’re too outclassed. If you go up against the queens again you’ll die.”

“But if we don’t do anything, other ponies will—”

“They’re going to die anyway!” Mimic shouted. Thistleroot flinched. “Getting yourselves killed won’t do anything to help them. This country doesn’t belong to ponies any more. The only thing we can do is leave.”

Thistleroot dragged his hoof through the dirt. Once, twice. He couldn’t come up with anything to say, any counter to her points.

“If you give the fragment of harmony back to Scootaloo, she’s going to try to use it,” Mimic said again. Rosalia had said the same thing. It was the reason she’d let Thistleroot keep it. “If you want to keep her safe, you have to get rid of it. Destroy it. Take it back to Midlight and Star Charmer. Just don’t let Scootaloo have it.”

Thistleroot shook his head and moved past her.

“Thistleroot?”

“We’ve got about two days until we reach Canterlot,” Thistleroot said. “Just give me some time to think, okay?”

“Fine,” Mimic said.

*****

Thistleroot was silent as they walked. He was silent as the mountains became hills and the hills became plains. He had no questions for her about being a changeling. He told no jokes and made no references she couldn’t hope to understand. For the first time since she’d met him, he was willing to travel in peace.

Mimic didn’t like it.

The Thistleroot she’d come to know wasn’t supposed to march along in stony silence, deep in thought. She’d given him a choice to make, and he was taking it seriously. It was so against what she was used to from him that she almost wanted to take it back. To tell him that she was wrong.

Thistleroot and Mimic made their way down from the Unicorn Range, eventually finding the main road to Canterlot the next morning. They encountered no other ponies traveling between the cities, and hardly spoke until well into the afternoon.

Cloudsdale had become a speck on the horizon and Canterlot mountain was visible on the horizon before Mimic decided to broached the subject again. “Thistleroot?”

“Yeah?”

“Have you decided what you’re going to do?”

He sighed. “No.” They walked in silence for another few minutes before he shook his head. “I’m not getting anywhere on this on my own. Alright. We’ve got a fragment of magic from the Elements of Harmony.”

“Yes,” Mimic said. “One piece of magic and two extremely powerful immortals, neither of which we are sure can even be defeated with that little bit of magic.”

Thistleroot scowled, but nodded. “Yeah. Even if we were sure it would work on Nocturne, we’d have to deal with Rosalia some other way. But she’s not unbeatable. She’s just stronger than all of us together.”

Mimic sighed. “Okay, so maybe if we had enough ponies. Those Royal Guards are supposed to be pretty tough, right?”

Thistleroot nodded. “Yeah, a good thought. I don’t know how they measured up to the princesses, but from what Scootaloo told us, Rosalia didn’t consider herself a match for Princess Celestia anyway.”

“Unless Rosalia was lying,” Mimic said. “There was no point in her fighting if she could get someone else to do it for her.” She glanced away as she spoke. “Not to mention if she went all out, ponies would still die, no matter which side wins in the end.”

“True,” Thistleroot said. “Yeah, no taking things for granted with her.”

“And this is assuming the fragment of harmony can even deal with Nocturne, which we have no way of testing,” Mimic said.

“Yeah. Okay, so using the fragment directly on Nocturne is probably a bust. There’s the Element Bearers. Specifically Twilight Sparkle.”

“If Rosalia hasn’t destroyed them yet,” Mimic said. Thistleroot scowled in response. “What? Pretending it can’t be true won’t do you any good.”

“Okay, maybe, but assuming the worst doesn’t leave us with anything to work with.”

“Maybe there is nothing to work with,” Mimic said. “Maybe there is no way to win. This isn’t some fairy tale. We’re not guaranteed a happy ending.” Not everyone was going to make it out of this alive.

Thistleroot’s chin dropped. Mimic ignored a pang of guilt. After a second he spoke, his voice softer. “Fine. We’ll put the Element Bearers in the maybe column until we find out more. Anything else?”

Mimic shrugged, trying to appear nonchalant as her heartbeat raced. “We could always try using it on the big prison thing and free the princesses.” She’d said it. No taking it back now.

Thistleroot blinked.

“Or we could go back to Libiris,” Mimic said. “But I would rather not. We still don’t know what all that rumbling was last time we were there.”

“Do you think that would work?” Thistleroot asked.

Mimic paused for a moment. “Probably not. Libiris didn’t know all that much about her.”

“No, the prison. Princess Celestia and Princess Luna. Do you really think the fragment of harmony could open it?”

Mimic shrugged, hoping she could keep the nervousness out of her voice. “I don’t see why not. It was made by Discord, wasn’t it? Isn’t harmony kind of his big weakness?”

Thistleroot stared at her. Mimic glanced away uncomfortably. Finally, Thistleroot started smiling. “Ha! Oh Celestia, how did none of us think about that?” He started back down the road. “You genius, I could kiss you.”

“Try it and you’ll need that fragment of harmony just to fix yourself.”

“Heh, fair enough.”

Mimic watched him go, literally bouncing down the road. It was a completely different picture than that morning. Mimic followed, face even, ignoring the weight that had settled in her chest and stomach. It had been an unfamiliar feeling before, but in the weeks since she’d met Scootaloo it had become all too common.

If she had to guess, she’d call the feeling shame.

The Crystal Empire

Big MacIntosh saw them off early the next morning.

Scootaloo slumped into the train seat, still not entirely awake, even after showering. Apple Bloom took the seat beside her, while Spike and Sweetie Belle took the seats in front of them. Other than the four of them, the train was near empty.

“Now, remember to tell everypony in town about what we told you,” Apple Bloom said to her brother through the open window. “Have them come up with code words with their familes in case there’s changelings around, and stay away from the forest. Things are just gonna get worse in there.”

“Eeyup,” Big MacIntosh answered.

“Hey, Big Mac?” Scootaloo said. He turned his attention toward her. “Could you tell everypony one other thing, too?” He nodded. She hesitated, taking an extra moment to figure out how to say what she wanted. “Tell everypony we’re going to fix this. I don’t know how, just yet, but we’re going to figure it out. And when we do, everypony should be ready.”

“Ready?” Spike asked. “Ready for what?”

“I haven’t gotten that far yet,” Scootaloo said, glancing away with a sheepish smile. “But when we free the princesses and beat Nocturne, there’s still going to be changelings and whatever else to deal with. Ponies are going to need to be ready to deal with them, once their queens are taken out.”

Big MacIntosh nodded. “I’ll tell them.”

There was a shrill whistle and the seats beneath them shuddered. Apple Bloom leaned over as the train started moving to wave goodbye to her brother once again, only dropping back into her own seat once he’d disappeared from view.

The flat land around Ponyville became hills as the tracks curved widely around Canterlot mountain. Scootaloo spent the morning with a cheek resting against the cool glass of the train window, lost in thought.

The Crystal Heart was powerful enough to protect an entire country. Maybe it could be helpful to them, but she wasn’t going to count on it. She’d learned the hard way with the fragment of harmony that just having one plan might not be enough.

The Crystal Empire had more than just Princess Cadence. Twilight Sparkle had a student there, last Scootaloo had heard. One that was good with magic. And Shining Armor would have returned to his family by now.

Just after noon, Sweetie Belle and Spike stood from their seats and started down the aisle. Scootaloo looked up at them and then to Apple Bloom curiously. “Sorry, I was thinking. Where did they say they were going?”

“They’re going to the dining cart for lunch,” Apple Bloom said. “You hungry?”

“Not yet. Maybe in a bit.” Scootaloo looked back out the window.

“Okay,” Apple Bloom said. She paused, almost seeming hesitant. Scootaloo glanced at her. Apple Bloom seemed lost in thought, but then a mischievous smile spread across her face. “So, Ah was wondering something.”

“Yeah?”

“That letter ya wrote to Thistleroot. Ya didn’t let any of us read it before Spike sent it.”

“That’s not a question.”

“Okay, whhhhyyy didn’t you let anypony read it before Spike sent it?”

Scootaloo shrugged. “Nopony asked. I was just telling him where to meet us.”

“Uhuh. And it took you three tries?” Apple Bloom smirked. “Were ya writing a love letter?”

Scootaloo rolled her eyes. “No, it wasn’t a love letter. It was something else.”

“Oh, really?” Apple Bloom said, still smirking.

Scootaloo sighed. She should have known Apple Bloom wouldn’t give up on it that easily. “I told you at the gala, we’re not like that.”

“Yeah, okay,” Apple Bloom said, a little more genuinely. “The gala. Ya know, we never did talk about that.”

“That?” Scootaloo asked, thinking back. “Oh, right.” Her stomach knotted and she shifted in her seat. Their kiss.

“Ah’m sorry,” Apple Bloom said.

Scootaloo blinked. “Oh. Uh, apology accepted. Let’s go meet up with Spike and Sweetie Belle for lunch.”

Apple Bloom chuckled. “Well, I did have a bit more to say, but if ya really want to leave it at that, Ah won’t force anything. Ah mean, that was kind of the problem, after all.”

Scootaloo wanted nothing more than to end this conversation on a more or less positive note and move on with her life.

She looked at her friend. Almost. She wanted almost nothing more than to end this conversation. But she’d decided already that her friendship with Apple Bloom was more important than avoiding uncomfortable topics.

“You’d been drinking,” Scootaloo said.

“That’s just an excuse. As much as I’d love to hide behind it, we both know it’d be a lie. Ah already wanted to kiss you, the drinks just helped me along. And it was wrong of me. Ah already knew how ya felt, and Ah shouldn’t have pushed it, so Ah really am sorry.”

“I know you are,” Scootaloo said. “And I’m sorry too. For how I reacted.” She thought about it and hastily added, “I mean the first time, back in Ponyville. The time at the gala I really didn’t have time to react, what with all the screaming.”

“True,” Apple Bloom said. She shook her head. “Ya know, for being Applejack’s sister, ya’d think it’d take less than two years for me to accept the truth.”

Scootaloo chuckled. “I guess you could say the apple fell far from the tree?”

Apple Bloom gave her a level look and swatted her on the shoulder.

“I’m just kidding,” Scootaloo said, swatting her back. “Seriously though, I understand. You’re just a little, uh...”

“Overbearing?”

“I was going to say forthright,” Scootaloo said. “Or blunt. I hadn’t decided yet.”

“Uhuh,” Apple Bloom said, grinning. “When did you learn so many words. That’s more Twilight stuff.”

“Hey, I was a teacher for like, two months. You pick up on these things,” Scootaloo said, trying to keep a straight face and failing. She cracked up and Apple Bloom giggled alongside her. She looked back out the window. “You know it’s not you, right?”

Apple Bloom chuckled again. “It’s not you, it’s me? Really?”

Scootaloo rolled her eyes. “It’s the truth. I just...” She trailed off with a sigh.

“Ah won’t make ya talk about it if ya don’t want to.”

“No, it’s okay,” Scootaloo said. “I think I want to, just to get it off my chest.” She considered her next words. “It’s just, I’m scared, you know? I spent the past ten years trying to pretend that my cutie mark didn’t mean anything, but I couldn’t stop believing that my special talent was betraying ponies and driving them away.

“I was afraid of being too close to anypony. So, when you told me about how you feel, and I thought about what it would mean, I panicked.”

“Do ya still think that’s what your cutie mark means?”

Scootaloo considered the question for a moment, wondering if Apple Bloom was considering future possibilities, but her friend seemed genuinely curious. “I don’t know. Princess Celestia told me a story about her own cutie mark a few weeks ago, and I’ve been trying to keep my mind open, but I haven’t thought of anything else it could mean yet. I’m still thinking, though.”

Apple Bloom nodded. “Ah guess that’s all ya can do.” She fell silent for a few minutes before hopping out of the seat. “Lunch then?”

“Sure.” Scootaloo stood and followed Apple Bloom down the aisle in the same direction Spike and Sweetie Belle had gone. “Apple Bloom?”

“Yeah?”

“Thanks.”

Apple Bloom turned to give her a small smile and together they continued walking.

*****

Shining Armor was waiting for them at the train station. He waved as they stepped off the train and started toward them.

“I guess you got my letter?” Spike said.

Shining Armor nodded. “We were glad to hear that you’re still okay.” He gave Spike a quick, one legged hug. “How have you been holding up?”

“I’m doing okay,” Spike said, returning the hug. “We have a bunch to tell you.”

Shining Armor nodded and turned. “I’m sure, but it can wait until we get back to the palace. No point in going over it twice.”

“Yeah, I guess,” Spike said, walking after him. Scootaloo, Apple Bloom, and Sweetie Belle followed. “Twilight’s still okay. I mean, she’s still stone, but we found out she’s still... okay. Just thought you’d want to know that part.”

Shining Armor nodded again. “Yeah. Thanks, that’s good to hear.”

They made their way out of the train station and into an empty street. Scootaloo flinched as they stepped through the double doors and into the cold afternoon air. She heard Apple Bloom gasp beside her. “Is it always this cold up here?”

“No,” Shining Armor said, expression grim. “We should move quickly. It’s only going to get colder when the sun sets, and we’ve got a ways to go.”

Scootaloo exchanged a confused glance with Spike and they all started walking again. Shining Armor led them across the street to a waiting carriage. It was a typical looking carriage for the empire, made of purple crystal and bearing the snowflake emblem from the empire’s flag. The things pulling it, however, weren’t the normal Royal Guards Scootaloo would have expected. They were four legged, heavy built, and made entirely of dark stone. Not like the crystal ponies, but rough stone carvings in the general shape of a pony.

“They’re magical constructs,” Shining Armor said. “Sunburst designed them after the Crystal Heart was briefly destroyed a while back, so we’d have things that can work in the cold.”

They climbed into the carriage, closing the door against the breeze, and it lurched to a start.

“Ya said we have a ways to go?” Apple Bloom said. “What does that mean?”

“There’s something Cadence wanted you all to see before we went to the palace,” Shining Armor said.

The carriage turned onto a main street, heading toward the center of the city. Scootaloo peeked between the slats over the windows. She could make out lights glowing in the windows of passing buildings, but not a single pony was outside.

They traveled in silence for the better part of an hour, circling around the crystal palace and continuing toward the Northern side of the city. Scootaloo and her friends asked a few questions, but for most of them Shining Armor simply said that they’d understand better if they saw it for themselves.

The buildings grew shorter as they neared the edge of the city. The carriage finally rolled to a stop and Shining Armor wordlessly opened the door and stepped out. Scootaloo followed.

It was even colder than before, and there weren’t any large buildings to block the heavy winds that cut through her fur like it wasn’t there. Scootaloo found herself shivering even before she came to a stop beside Shining Armor and pulled her wings closer to her body. They had left behind the center of the city. Before them was an unobstructed view of the Northern sky.

Storm clouds rolled toward them like the black waves of an ocean, threatening to wash over the Crystal Empire. Lightning danced across the clouds, illuminating patches for just a brief moment before they faded to darkness once more. Scootaloo turned around to look at the city. Sunlight streamed over the skyline, reassuring her that it was still day. She turned again to the storm.

“Those clouds look like they’re moving fast,” Apple Bloom shouted over the sound of the wind. “Maybe we should get inside and let it pass.”

“That storm has lasted almost a week now,” Shining Armor said.

Scootaloo turned her attention lower, watching the rolling movement of the clouds against the furthest buildings. “They’re not getting any closer. Something’s pushing them back.” Shining Armor nodded. Scootaloo sighed, understanding. “It’s the Crystal Heart, isn’t it?” Another nod.

“Even when everything is peaceful, the Crystal Heart is the only thing keeping the Crystal Empire from becoming a frozen wasteland like the rest of the North. We want to help, but with that storm we can’t risk removing the heart for even a few minutes.” Shining Armor sounded tired. “Even with the heart in place, the storm’s making progress. If it keeps up, it’ll reach us in a few more days. Now, listen.” He waved a hoof toward the storm.

Scootaloo looked back at the clouds, but didn’t hear anything other than the wind howling. She closed her eyes to focus. She could hear her teeth beginning to chatter, and her legs were shaking. She tried to ignore them as well, to focus just on what she heard.

There was nothing but the wind. But, something was off. It didn’t sound like normal wind. She couldn’t place what was wrong with it right away. It almost sounded like something was... screaming? As though the howling of the wind was being joined by the howling of a wild animal. More than one, now that she could make it out. Dozens of voices, dozens of enraged animals.

Spike was the first to understand. “Windigos.”

Shining Armor nodded again. “We’ve had a few ponies confirm it. Every home beyond this point has been evacuated.” He shook his head. “Honestly, before now I always thought they were just a legend. Nopony’s seen one in decades.

“Like I said, we want to do what we can to help, but we have our own problems up here to deal with. The timing just couldn’t be worse.”

“It’s not a coincidence,” Scootaloo said.

Shining Armor turned toward her. “What do you mean?”

“It’s Nocturne. The thing that was freed from Canterlot Mountain a few weeks ago. She’s not just the changeling queen, she made the windigos too. I bet she’s the one stirring them up.”

Shining Armor pondered that a moment before turning toward the carriage. “Alright, let’s get moving again, before we all freeze to death.” There was a chorus of agreement and they started piling back into the carriage. Scootaloo took one look back at the storm.

She had a feeling it was only going to get worse. It was in the best interest of the Crystal Empire to do whatever it could to help them defeat Nocturne. She climbed into the carriage and shut the door.

Now if only she could convince them of that.

Author's Note

As of this chapter, the story has been edited so that Twilight Sparkle is a princess. The story didn't change much, since the story isn't about her. I mostly did it so that I could include more currently introduced aspects of the show, such as the reference to Sunburst. Things mostly worked out the same as they did in the show, with the exception that Twilight also has a place in Canterlot, not just a castle in Ponyville, and the library in Ponyville still stands or has been rebuilt.

Gathering Allies

Scootaloo and her friends found themselves beside a fire less than an hour later. They’d made their way to the palace at the center of the city and had been escorted into a study by a pair of guards while Shining Armor went to retrieve his wife. The group had wasted no time in moving as close to the fire as they could comfortably get while they waited.

The study door opened and Princess Cadence entered, with Shining Armor following closely behind. The princess nodded in greeting as she came to a stop in front of them. “Welcome, everypony. Spike. I’m glad to see you. We’ve been worried ever since we returned to the Crystal Empire.”

Spike stepped forward, giving Cadance a hug, which she returned. “Yeah, Shining Armor said the same thing. I’m fine though, see?” He stepped back and spread his arms. “Uh, these are Scootaloo, Sweetie Belle, and Apple Bloom.”

Cadence turned her attention to them, smiling warmly. “Yes, I remember you three. You were the flower fillies at my wedding, weren’t you?”

“Yep,” Apple Bloom said, waving. She froze a moment later, dropped her hoof, and inclined her head. “Er, Ah mean, yes, your majesty.”

Cadence smiled softly and motioned with her hoof for Apple Bloom to straighten. “I received your letter yesterday. You said you had more information?”

Spike nodded. “Yeah. We actually went to this place called Libiris.” And with that Spike launched into a full explanation of the past two weeks, with the occasional reminder from Scootaloo, Apple Bloom, and Sweetie Belle.

Cadence and Shining Armor listened, asking the occasional question, until he’d finished. “And so we were hoping you could use the Crystal Heart to defeat Nocturne, like you did with Sombra.”

Cadence and Shining Armor looked at each other. Cadence sighed. “You four have been through a lot, and the information you’ve uncovered will be useful, I’m sure. Unfortunately, as you’ve already seen, we can’t risk removing the Crystal Heart from the palace.”

“Yeah, we were afraid you’d say that,” Spike said.

“I’m sorry. I wish it were different, but even with it protecting us, we’re at the edge of what we can withstand already. We’re preparing an evacuation, but it will take days at the very least to execute. Once everypony is safe, we might try to use the heart, but I don’t know how we would employ it as a weapon against this Nocturne creature.”

Shining Armor nodded in agreement. “Honestly, even now, we don’t know all that much about how the Crystal Heart works. We just sort of let it do it’s own thing, and occasionally charge it up with a crystalling or fair.”

“Well,” Sweetie Belle said, “Do you have any other super powerful magic artifacts lying around?”

“Uh, no. Sorry.”

Sweetie Belle shrugged. “Eh, worth a shot. Any other ideas, Scootaloo?”

Scootaloo nodded and everypony focused on her. She suddenly wished she’d said no, but forced the words out. “Uh, sort of. But uh... I was kind of thinking we might have to end up, sort of... fighting them? Like, with ponies, not super magic.”

The room was silent. Apple Bloom shook her head after a few seconds. “Now hold up. You didn’t mention that earlier.”

“Yeah, there’s no way normal ponies could beat her,” Spike added. “She blew up Canterlot with one spell. We can’t fight her.”

Scootaloo nodded. Like she could forget. She’d gotten a front row seat to that particular show. “Trust me, I know. I don’t mean we would actually fight Nocturne. That would be suicide.” She shook her head and paced away from the group. “We need to find something else. Something like the elements. Being able to use the Crystal Heart would have been nice, but it’s not our only option. At least, I hope it’s not. I wanted to talk to Starlight Glimmer, Twilight’s old student, to see if she knows anything that might be useful. She was supposed to be really good at magic, right?”

The others nodded. “I also wanted to ask her if she could come look at the prison Princess Celestia and Princess Luna are in. But even if we come up with some way of beating Nocturne, we need help.

“There’s an army of changelings and Rosalia to deal with. Last time we had a plan, but Rosalia beat us before we had a chance to do anything with it. We won’t even get close to Nocturne if it’s just six of us again. You’re the princess of the Crystal Empire, and you’re the captain of the Royal Guard. If any ponies can help, it’s you two.”

Cadence and Shining Armor looked at each other again. They were silent, considering her words for a few minutes, before Cadence spoke. “We want to help, but too much of this plan relies on possibilities. I can’t promise to send ponies to a fight that we have no way of winning.” She shook her head. “You can go talk to Starlight Glimmer tomorrow. She’s currently staying with her friend Sunburst. Maybe the two of them can point you in the direction of a solution. I’ll have my court wizards continue looking through the castle archives as well. We can speak again about fighting the changelings and Queen Rosalia once we’ve found a way to deal with Nocturne.”

*****

Spike gave the door a series of quick knocks. There were a few seconds of silence followed by shuffling noises on the other side.

Scootaloo shifted her weight from one side to the other, waiting. A few more seconds passed, and she considered trying the door knob for a moment, just to get out of the cold.

The door opened before she could act, and the face of a purple unicorn appeared. Scootaloo recognized Starlight Glimmer, though the two hadn’t really had the chance to get to know each other. She had been Twilight’s student, staying in Ponyville for a time. When Twilight began staying in Canterlot more often as part of the royalty, she’d sent Starlight to the Crystal Empire to continue her studies in magic.

Starlight blinked in surprise. “Oh, Spike! Come in, everypony.” She backed away and the ponies quickly entered the warm house.

Spike gave Starlight a quick hug. “Hiya, Starlight. Long time.”

“Yeah. Sorry about that. I’ve been meaning to visit, really. It’s just the work we’ve been doing has been so fascinating.”

Apple Bloom perked up, looking around the room. It should have been a living room, but instead of seating and a coffee table, it was covered in bookcases, work tables, and stacks and stacks of books. There didn’t seem to be another pony, however. “We? Do ya mean that other unicorn that was supposed to be here?”

“Oh, yes,” Stalight said. “Say hi, Sunburst.”

Another voice spoke out from behind one of the piles of books on a table. “Huh? Yeah, sure.”

Starlight Glimmer sighed. “Just a second.” She walked over to the table, horn glowing. A second later a chair holding an orange stallion slid into view. He was holding a book in a golden glow and didn’t seem to notice the movement. Starlight’s horn glowed brighter, the glow around the book changed to blue, and the book moved away from the stallion to settle down on a table next to Sweetie Belle.

“Hey! I was— Oh, guests. Hello, everypony.”

Spike waved. “Hi, Sunburst.”

“Oh, Spike! Hi. Sorry, I was just rereading Malkiora's Meteorologic Manual, and I guess I spaced out. Uh, how’d I get over here?”

“Sunburst and I have been trying to figure out a way to calm the storm clouds before they reach the city,” Starlight said.

Sweetie Belle opened the book to a random page. “Any luck?”

Sunburst sighed. “Unfortunately no. There aren’t many weather spells that take windigo magic into account. In fact, there’s almost no empirical studies on windigos at all. It’s all been very frustrating.”

Apple Bloom grinned. “Well, yer in luck, cause we know what’s stirrin’ up them windigos.”

Starlight and Sunburst blinked and asked in unison, “You do?” Sunburst grinned. “That’s great news!”

Sweetie Belle bobbed her head. “Yep. It’s the first changeling queen, Nocturne.”

“That’s terrible news!” Starburst said.

“The thing that blew up Canterlot? That’s what’s causing the storm?” Starlight asked. “Are you sure?”

Spike nodded and once again launched into an explanation of what they had learned in Libiris.

“So if we find a way to beat Nocturne, the windigos should go back to where they were living before.”

“That’s actually why we came here,” Scootaloo added. “We were hoping you could help us.”

“How?” Starlight asked.

“Well, we were wondering if you knew of any magical artifacts like the Elements of Harmony that could be used to beat her.”

“Hmm.” Sunburst pulled a book from one of the nearby shelves and started flipping through it. A second book joined the first in the air before him, and then a third. “There’s actually a surprisingly large number of lost magics hinted at in various legends. The Alicorn Amulet, the Dragon Lord’s Mantle, Archive of the Adanhym, the list goes on.” He turned one of the books to show the group a simple picture of an uneven stone marked with symbols. Scootaloo wasn’t sure what it was supposed to be. “The problem with lost artifacts is that they’re all, well, lost. Maybe if you gave me a few weeks, I could narrow the list of possible locations of a few of them down to a few dozen.”

“I’m not sure the Crystal Empire has a few weeks,” Sweetie Belle said.

Starlight Glimmer frowned. “What about the elements? We heard about what happened to Twilight and the others, but...” She faltered. Spike reached out to put a comforting hand on her shoulder. She swallowed hard and continued. “But if we can get them back, I’m sure Sunburst and I could figure out a way to change them back. I owe Twilight that much at least.”

“Unfortunately, the elements aren’t an option this time, even after we get everypony back,” Spike said. “They were destroyed.”

“Uh,” Sunburst said, raising a hoof for attention. “Sorry, but the Elements of Harmony are some of the most powerful artifacts known to pony kind. They might be broken, but it would take something extreme to destroy them outright.” Another book floated off the shelves, this one trimmed with gold. Scootaloo saw the title before he opened it: Trotter’s Tome of Reliquary. “Something that strong can’t be put back together with just one spell, we learned that lesson a while ago, but combining the spell of relic reconstitution with the element’s own magic and a few more that I’ll need to look up could do the trick. How badly were they damaged?”

Spike fidgetted and glanced away. “Uh, well, they were kind of completely vaporized into dust?”

“Oh.” Sunburst slowly closed the book and returned it to the shelf. “So, uh, Dragon Lord’s Mantle then. I think I might have a book about it somewhere around here.”

“Actually,” Scootaloo said, “there is something else you two might be able to help with. Do you know anything about the prison Nocturne came from? It’s where Princess Celestia and Princess Luna are right now. With them on our side, this would be a whole lot easier.”

Sunburst perked up. “Right, yes. We’ve heard descriptions. A giant ring of floating gemstones, right?” Scootaloo nodded.

“Enchantments always have two main components: structure and energy. We already knew Canterlot was built on a crossroads of ley lines,” Starlight said. “I’m guessing they’re what provide the energy for the prison.”

“Yeah,” Scootaloo said. “The lock to the prison was right where they all meet. I don’t really know how powerful it all was, but it was enough to knock Princess Celestia out for a few days when she was younger. I guess it has to be pretty strong magic if it’s able to hold something like Nocturne.”

“Any chance ya guys could break it open?”

Starlight and Sunburst looked at each other, hesitating. Starlight tilted her head. “Maybe?”

“Yes,” Sunburst agreed, “a solid maybe. But it would be dangerous. We’d have to be really careful.”

“Why’s that?” Sweetie Belle asked.

“Because when you’re dismantling an enchantment, there’s a chance the energy held in stasis will join with your own magic. For breaking apart smaller enchantments that’s not a problem, you might get a headache from the feedback, but if you try to smash something big enough to hold the princesses without taking appropriate safety measures, well, you wouldn’t be having any headaches. Like, ever again.”

“There are spells you can set up to mitigate the danger and protect you from any unexpected magical surges,” Starlight said, “but even they have their limits. We’re not saying it’s impossible, though. Maybe we could fashion some kind of key based on the lock’s original design. We’ll have to look at it to be sure. When are you going back?”

“Tomorrow morning,” Scootaloo said.

Starlight looked back at the room and then to Sunburst. “Well, then I guess we’d better pack our bags.”

*****

They met back up with Princess Cadence and Shining Armor when they returned to the palace. “So, Starlight Glimmer and Sunburst have agreed to accompany you to observe the prison holding Celestia and Luna?”

“Yeah,” Spike said. “They’re hoping they can recreate the key that freed Nocturne.”

“I’m glad your trip North bore fruit,” she said. “I do wish we could be of more help.”

“Then come with us,” Scootaloo said.

“Scootaloo,” Sweetie Belle said softly.

“No,” she answered more harshly than she intended. She hesitated, and then continued a bit more gently. “I don’t mean to be disrespectful, Princess Cadence, but you’re in as much trouble as everypony else. If we don’t beat Nocturne, the Crystal Empire’s going to become a frozen wasteland even with the Crystal Heart. You said yesterday that you’re already organizing an evacuation, but normal ponies can manage that for you. You’re the only grown princess left. We need you.”

Cadence hesitated, looking down at Scootaloo with an expression of mixed worry and thoughtfulness.

Shining Armor shook his head. “No.”

“But—”

“You’re right,” Shining Armor said, cutting her off. “Cadence is the last princess. That means she has a duty to keep herself safe, not just for the Crystal Empire, but for all of Equestria.” He paused. “On the other hoof, I may not be an alicorn, but I could probably still find a way to be useful.” Scootaloo’s head pulled back, eyes widening in surprise.

Cadence’s gaze snapped to her husband. “Shining Armor?”

“They’re right,” he said. “We haven’t accomplished anything up here, and the changelings still have my sister.” He moved closer to her, voice dropping. “You have a job to do, but so do I. I’m tired of sitting here being useless. I’m going to go with them to Canterlot, I’m going to get as many volunteer’s as I can, and we’re going to do something about this.”

Cadence was silent for a few moments, opening her mouth as though to speak before stopping herself several times. Finally, she said, “Just be careful, okay?”

“Of course.”

Cadence raised her voice, addressing the group. “We need the Crystal Guard for the evacuation, but I’ll send as many as I can as soon as they’re available. For now, I’ll go inform Commander Sentry that he’ll be assuming Prince Shining Armor’s duties for the time being.” Without waiting for a response, she turned and left the room.

Shining Armor watched her go before turning back to the group. “Okay. When were you planning on leaving?”

“Tomorrow morning,” Spike answered. “We’re meeting Starlight and Sunburst at the train station.”

“Okay,” Shining Armor said. “Then I’ll see you in the morning. If you need anything, just let one of the guards know.” With that, he turned and followed Cadence out the door, probably to spend the rest of the day with his wife and daughter.

Scootaloo felt an uncomfortable twinge of guilt as she watched him go. He knew how dangerous this would be. She knew he was a grown stallion capable of making his own decision. Even so, she promised herself that she’d do whatever she could to make sure it wouldn’t be the last evening they spent together as a family.

*****

A path had been built on the sheer face of Canterlot Mountain, starting from the edge of the ruined city and doubling back and forth on itself up out of view. It was made of posts driven into the stone to hold up wooden ramps.

“What do you think that’s about?” Thistleroot asked once Mimic had pointed it out.

“Maybe for unicorns to get up to the prison?” Mimic said. “I imagine they’ve been studying it, trying to find a way to release the princesses. It’s probably easier than getting pegasi to carry them.”

“Yeah, probably. It’s been what, two weeks since Nocturne was released? Almost three? Maybe we should ask around and see if anypony’s learned anything yet.”

Mimic shook her head. “If Starswirl knew anything he’d have told us, and I doubt anypony else could do better than him.”

“True. Heh, imagine the look on his face once we free the princesses without him.” Though, to be fair, he’d seemed genuinely impressed with their work on Libiris.

He looked back up at the mountain. He couldn’t even make out the top of the path. “Those ramps aren’t going to be fun. I don’t know about you, but my hooves could use a nice hot soak. Maybe even a hooficure.”

“I have no idea what that is.”

Thistleroot gasped, though he couldn’t really find it in himself to be surprised. “We’re going to have to fix that as soon as possible.” He shook his head. “Okay, enough procrastinating. Let’s go save the world.”

“Yes,” Mimic said behind him, almost too quietly for him to hear.

The closer they’d gotten to Canterlot, the less enthusiastic she’d become. Not that he could blame her. He couldn’t imagine being in her position, having to act against her own kind. He knew they were doing the right thing, but even so, he couldn’t help but feel bad for her.

“Let’s get this over with,” she said.

Rosalia's Gambit

The ramps were sturdy enough that Mimic wasn’t worried about the structure falling. The way they doubled back and forth at a gentle incline made the climb take much longer than it should have, and each second seemed to drag on and on. Mimic considered just flying them to the top, but her wings locked up at the thought.

Everything was going to be fine.

Thistleroot had fallen silent during the climb, leaving the two of them with nothing but the sound of their hoofsteps on wood and the gentle breeze. Despite the winding path, they reached the top entirely too soon.

Everything was going to be fine.

They came out to a stone landing jutting out toward the now ruined Canterlot. The landing was about twenty feet across, and perfectly level. Below them was the floating ring of interlocking gems that currently held Princess Celestia and Princess Luna captive.

Directly over the closest edge of that ring, on the platform they were standing on, was a stone table. Unlike the last time she’d seen it, there were no glowing lines, and the tablet she and Scootaloo had recovered from the Mad Lands was missing.

Thistleroot approached it. Mimic swallowed, shook her head, and then did the same. Each step was harder than the last, like her legs had been tied down with lead weights.

Everything was going to be fine.

She moved to one side of the table while Thistleroot stood across from her. There was a tension in the air, one that didn’t come from the nervous silence that had settled over the two of them,

She closed her eyes and focused on her horn. She could feel a slight vibration in the air. A hum of power like what she had felt in the middle of the thunderstorm just before Scootaloo bucked the clouds. It was an immense build up of magic. Lightning, ready to strike.

The feeling turned her stomach.

The leylines running through Canterlot mountain, in truth conduits of power forming part of the prison, met at the stone table. The table was the lock to the entire spell. Now that she was actually looking for it, she could feel just how much power was running through it. Enough for a young Celestia to raise the sun. Enough for Luna to become Nightmare Moon.

And enough for a normal, mortal pony to get himself killed.

Thistleroot flipped open his saddlebag and carefully levitated the fragment of harmony out of it.

Queen Rosalia had planned this. She wanted the fragment of harmony destroyed or wasted, yes, but why accomplish just one goal at a time? Why just destroy the fragment of harmony when she could expend it killing one of the ponies standing against her? He would connect his magic to the fragment, and connect the fragment to the prison. The magic would surge along that new connection, and into Thistleroot.

Rosalia knew Mimic couldn’t do it. Mimic had told her about Star Shine. She’d refused her queen’s orders to kill Scootaloo’s group. Rosalia had seen weakness in Mimic. She’d said Mimic needed to be hardened, and then she’d given Mimic an alternative. One that would let the ponies live. A way to destroy the fragment of harmony without them ever knowing she’d betrayed them.

Of course, Rosalia had been lying. A part of Mimic had known from the beginning that she’d been lying. She even knew why, at least in part. Mimic was weak. Too weak to hurt the ponies. It’s so much easier to do nothing. Easier to watch someone get hurt than to hurt them yourself.

Rosalia had no intention of letting Scootaloo, Thistleroot, or any of them live. And a part of Mimic had known that if she sided with them, she’d face the same fate.

“I’m not really sure how to use this,” Thistleroot said, studying the fragment of harmony. “I think I’m just gonna pour in some magic and see what happens.”

This wasn’t like the fight with Star Shine. She wouldn’t have to dirty her own hooves. She could wait and watch, and then she’d be free. She had followed Rosalia’s orders. It wasn’t her fault if she’d been manipulated, was it? The changeling queen had given her a reasonable excuse.

Everything was going to be fine.

“Sounds good,” Mimic said.

There was something Rosalia didn’t know. Something none of them knew, because Mimic had never bothered to tell anyone. Something she’d been holding on to. Mimic didn’t have to make a choice. She didn’t have to betray the ponies that had been helping her, nor did she have to disobey the orders of her queen.

Thistleroot held the fragment of harmony in front of him and his horn began glowing brighter as he fed his magic into it.

It would never work. The unicorn at the SEA center in Greenhaven Grotto had told her that the fragment of harmony could only be used by one of three ponies. Scootaloo had to be one, and another was sure to be Princess Luna. Mimic wasn’t sure who the third would be. Maybe Starswirl, or another pony that Mimic hadn’t even met yet. Thistleroot wouldn’t be able to get it to work. He wouldn’t connect himself to the immense magic contained within the prison.

Everything was going to be fine.

Mimic had obeyed her queen’s orders. She’d brought Thistleroot and the fragment of harmony to the prison, and she’d convinced him to use it. The end result might not have been what Rosalia wanted, but Mimic had followed her orders to the letter. And Thistleroot would be fine. The fragment of harmony wouldn’t even be wasted. At worst, he could blame her for wasting his time.

Everything was going to be fine.

“Hey, I think it’s working,” Thistleroot said. The fragment of harmony flashed, the blue aura holding it aloft became a brilliant gold, and clouds of rainbow light began to drift off the surface.

Mimic stared at the golden light of harmony as the crystal seemed to melt, leaving behind a nebulous cloud of energy.

It wouldn’t work. The ponies at the SEA center seemed to know what they were doing. Celestia had created the fragment so that only three ponies could use it. It wouldn’t work. Everything was going to be fine.

Thistleroot tilted his head and the fragment drifted closer. The warmth coming from the fragment washed across them both as the glow intensified.

It was working. Thisleroot had been chosen by the princess as one of the ponies able to use the fragment. Thistleroot?

A solid thought clicked in Mimic’s head, past her surprise and confusion. It was working.

This was Rosalia’s play. She must have known. She’d had the fragment of harmony while they’d been unconscious. Long enough to understand it. She’d given it to Thistleroot specifically, and separated the two of them from the others.

Thistleroot positioned the fragment of harmony above the center of the table, and the buzz of power surrounding them grew. Thistleroot probably couldn’t even feel it with all of his magic focused on the crystal. Mimic hadn’t felt it until she’d specifically looked for it, and Thistleroot had told them that enchantments weren’t a specialty of his.

Mimic had followed her orders to the letter. She would be free to come back to the hive. She could bring her brother. With Nocturne ruling, there was more room for dead weight. They could go home. They could have their lives back.

Thistleroot stuck his tongue between his teeth, concentrating on keeping a steady stream of magic into the fragment of harmony. It began to drift downward. Tangled lines appeared on the table, just as they had before, with a blank square where the tablet would go. He adjusted the fragment so that it was above the blank spot and kept lowering it.

Rosalia had lied. She’d promised to spare the ponies, but she’d lied.

Mimic could still live, though. She could obey her queen, like she had all her life, and she could go home. She was loyal to her hive and her queen. Her personal feelings meant nothing. Wasn’t that what she’d told Scootaloo? What she’d told Lirian? She could go home. She didn’t have to hurt anyone. All she had to do was nothing. Doing nothing was easy.

He was just a pony.

Everything was going to be fine.

Rosalia would kill him anyway.

Everything was going to be fine.

Her friend was going to die.

Mimic didn’t remember making the decision to move. Her left hoof struck the fragment of harmony, knocking it from Thistleroot’s grasp. It bounced on the floor, golden light fading and rainbow mist retracting to solidify into a crystal surface once more.

Mimic hit Thistleroot in the chest and they fell. He gave a surprised “oof!” as she landed on him.

They laid that way for a long moment, Thistleroot too confused to move and Mimic too scared to move.

“Um?” Thistleroot finally said.

Mimic closed her eyes, dropping her head against his shoulder.

“Okay?” He awkwardly patted her on the back. “Uh, what was that for?”

“I’m sorry.”

*****

“I can’t,” Mimic said again, looking up at Queen Rosalia. Her voice threatened to give out on her, and her legs felt like they could barely support her weight. They stood within the castle Night’s End, in Rosalia’s personal bedchamber, shortly after being caught and defeated by the changeling queen. Mimic was the first to be woken. “I won’t do it.”

Rosalia looked down at the changeling not in anger, but in confusion. “You won’t... You don’t understand. This is just the simplest way to be rid of them, it is not the only way. They will die, no matter what you do.” She paused, taking in Mimic’s look, reconsidering her words. “You would give your life for them? For ponies?”

The question was enough to send Mimic’s heart rate into overdrive. That wasn’t what she’d said.

The queen was looking at her still. The question hadn’t been rhetorical, she wanted an answer, and Mimic had a feeling she’d know a lie.

Mimic thought about Scootaloo, the pony she’d hated. She thought about meeting the pegasus locked away in the hive, of making a deal against her better judgement and fleeing into the storm together. She remembered Scootaloo’s fear of the storm, and how it had only given her pause for a moment. She remembered risking herself to help Scootaloo in the mad lands, not knowing why even as she joined the false Discord’s game.

She thought about Thistleroot, and the tower in Canterlot. She thought about finding him standing over her after the tower had fallen, and staying with her when her leg was hurt, despite the danger. The first time anyone, pony, changeling, or otherwise, had ever risked their life for hers.

She even thought of Sweetie Belle and the weird paste the unicorn had insisted she wear in Greenhaven Grotto. The way she’d tried to treat her like any other pony. The misguided attempts at cheering her up after her last conversation with her brother. The small kindnesses Sweetie Belle had shown her that each individually had meant almost nothing.

She looked up again, meeting the changeling queen’s gaze, and she spoke the truth. “I’m not going to hurt my friends.”

Rosalia stared down at her, face unreadable. “Friends?” She shook her head. “Friendship is an equine poison. It is not for the likes of us.” Mimic didn’t answer. Rosalia’s horn began to glow. “Very well.”

Mimic’s heart skipped a beat and she closed her eyes, ducking her head. A moment passed. Another. No pain. She was still breathing. She kept her eyes shut tight for another moment before peeking up in confusion.

Rosalia still stood above her, but her horn no longer glowed. “You’re serious. You honestly believe these ponies to be your friends.” And then Rosalia sighed, a small, almost regretful sound. “You poor, naive girl.”

“They are my friends,” Mimic said, her voice so small she wasn’t sure Rosalia could hear.

Rosalia turned her head and Mimic flinched. The changeling queen watched her and then continued with the turn, stepping away from Mimic. “Stop that. I’m not going to kill you.” She turned back to face Mimic and sat.

“I am no more a monster than my lady,” Rosalia said. “You are a changeling, and I am a changeling queen. You are one of my subjects, and it is my duty, it is my purpose in life given to me by my creator, to see my subjects prosper.

“I certainly wouldn’t waste a changeling as exceptional as you in a fit of rage. Not after you have performed your duties to the letter.”

“My duties?” Mimic asked, voice still shaking.

“You got Scootaloo into the Mad Lands and out again. You even maintained your sanity. You kept her safe while she delivered the key to Lady Nocturne’s prison. You even managed to throw in your own self serving reasons for doing so. You survived.

“But you would throw that away for ponies?” Rosalia shook her head. “Child, explain it to me.”

“You don’t know them,” Mimic said.

Rosalia cut her off before she could continue. “I do know them. I know them better than they know themselves. I have been Rose Thorn in some form or another for the past nine hundred years. I have watched ponies grow prosperous and complacent while my changelings suffered and fell. Ponies are a vile, arrogant species.”

“Maybe,” Mimic said. “Maybe ponies in general are as bad as you said. I don’t know enough ponies to say. But I know these ponies. They aren’t like that.”

“They have been kind to you?” Rosalia asked. “Treated you like one of them? For now, you’re useful. You’re one of the enemy, after all.”

“That’s not them,” Mimic said. “I thought that at first. I felt the same way about Scootaloo. I was only working with her to get what I wanted. She hurt my brother, and I hated her. But then, after a while, I just didn’t anymore. If I can change, then why can’t she?”

“You grew used to her presence,” Rosalia said. “I know what it is like. I have gone through the same countless times, generation after generation. But it never lasts.” She paused, tilting her head. “You believe them to be your friends. Tell me, what have they done to earn such devotion?”

“Scootaloo promised to help my brother. He was the only family I had left.”

“She is the one who hurt your brother in the first place. At best she was balancing the scales.”

“Sweetie Belle tried to cheer me up, even after I yelled at her, she wanted to help.”

Rosalia stared down at her. The intensity of her gaze was almost a physical weight. Mimic knew she wasn’t satisfied. Mimic had started to consider Scootaloo as more than a pony to be used even before they’d left the Mad Lands, but that wasn’t the first time she’d thought of a pony as something on the same terms as she would another changeling, as something not inherently different, but a living being in a different shape.

“Saved my life,” she mumbled.

“Speak up,” Rosalia said, not exactly gently, but not harshly either.

“Thistleroot saved my life. When Canterlot was destroyed, he’d been protected by Princess Celestia. All of the ponies in the tower were protected, but the specters and I weren’t. I tried to escape. He was slow, and I made the decision to leave him behind and save myself, but I didn’t make it out on time. Thistleroot reached me and shielded me from the falling rubble.

“The pony Star Shine was there too, and my leg was hurt. Thistleroot could have left me behind, like I was going to do to him, but he didn’t. He stayed with me and we beat Star Shine.”

Rosalia leaned back, eyes widening. “Did you?” She smiled. “And here you are, while I’ve been wondering why he’d yet to find me again. I was right, you are an exceptional changeling. You and Thistleroot against Star Shine.” Mimic thought she heard a note of pride in the changeling queen’s voice. “How?”

“Thistleroot managed to stun him and then I—” the words caught in her throat.

Rosalia studied her for a long moment, the smile fading. “I see. You’re an exceptional changeling, Mimic, but you require hardening. So, this Thistleroot is your friend?” Mimic nodded.

Rosalia stood. She closed the space between them and it took all of Mimic’s self control to not flinch again.

Rosalia put a hoof under Mimic’s chin, tilting her head back, then side to side. The changeling queen’s eyes studied her with enough intensity that Mimic wouldn’t have been surprised if she’d suddenly caught fire. It was more than a physical stare. It was as though Rosalia was looking through her. After a moment, Rosalia sighed and turned away.

“Very well.”

Mimic was silent as Rosalia paced away.

“It is clear that you can’t bring yourself to harm your new friends.” Mimic nodded and Rosalia continued, “Then I suppose you should know that they are leaving here alive.”

Mimic’s ears perked up. Her gaze snapped up to Rosalia. Had she just misheard?

“Sadly, my lady has forbidden me from killing the five of them myself, and I can see now that you will not do so. I do have a task for you, however.”

“What is it?” Mimic asked, ears falling.

Rosalia smiled as she turned back to pace closer. “You are willing to refuse my requests in order to protect your friends, or at least to keep your own hooves clean. Commendable, in a way, but not nearly as much as you may think. Doing nothing is easy. If you wish to protect them you will have to do more. You will have to show me that you’re capable of more than simply accepting the consequences of inaction.

“You are no doubt aware of the powerful fragment of magic that your friends brought with them?” Mimic nodded. “My lady has ordered me to return it before we send your group on their way. I want you to get rid of it. Destroy it. Use it on something else. I don’t care what.”

“Or you’ll kill me?” She guessed.

“No, Mimic. I won’t. Get rid of the fragment of harmonic magic, or I’ll kill them.”

“You just said you can’t,” Mimic said, voice coming at a higher pitch than she’d meant.

“Not at the moment. But should they challenge me again, I am free to respond with deadly force. Lady Nocturne will not be pleased should I be forced to resort to such brutish methods, but this tiresome trial would be over and I would have millenia to win her favor once again. I will kill your so called friends if they return, but you can protect them. Take away the one item that gives them hope of defeating Lady Nocturne, and you can prevent them from throwing their lives away.”

Mimic swallowed hard and shook her head. “They’d never forgive me.”

Rosalia pondered for a moment. “Convince them to use it on the prison containing Celestia and Luna.”

“You want them to free the princesses?”

“Of course not. That prison can’t be opened by such an insignificant spell. If it could, I would have had my lady free centuries ago. But your friends don’t know that. Suggest they try, and when the fragment has been wasted, you can claim that you believed it would work.”

Rosalia rose and moved toward the door. “Stay here. You have given me something to think about, and I believe I know what to do next. I am going to speak with the pony Thistleroot, and then I will be sending the two of you on your way.”

Rosalia paused at the door. “I will give you something to think about in turn. Two things, actually. The first is that these ponies will eventually turn against you.”

Mimic’s face darkened, but she didn’t say anything.

“You don’t have to believe me yet. You will see for yourself. There will come a day when you find yourself hated and alone. When that day comes, you will be welcome back to the hive, if that is what you wish. The second thing I want you to think about is this.” Rosalia opened the door and looked back at Mimic. “Love is a resource to be consumed, but actually allowing yourself to feel it is a mistake that will create for you no end of grief. Leave love and friendship to the ponies. You’ll be happier that way.”

Rosalia stepped through the door. “Love will be the death of the Eternals themselves.” And then she was gone.

Shame

It had been a single moment. The span between one heartbeat and the next. Mimic had come to understand what was about to happen, and she’d chosen to do nothing.

She’d changed her mind immediately. She’d saved his life. It had only been a moment.

She was a changeling, not a weak pony. She didn’t care about others. She cared about herself. A single moment was nothing.

She’d never pretended to be better. She’d never hidden the fact that she was watching out for herself first. What did one moment matter?

The excuses meant nothing to her. It didn’t matter why, or how long. Even if it had just been a moment, she’d been willing to do nothing. To let somepony... To let Thistleroot... The first pony, no, the first creature that had ever risked his life to save hers.

“I’m sorry,” Mimic said again, not moving, not daring to open her eyes.

Thistleroot shifted underneath her, nudging her head. She finally drew back, letting him sit up. He glanced back, spotted the fragment of harmony, and levitated it toward them. After a quick glance to be sure it wasn’t harmed he dropped it into his lap. “Okay, apology accepted. Why are you apologizing?”

Mimic didn’t say anything. She couldn’t bring herself to look at him. Just the thought of it turned her stomach. For just a moment, she’d been willing to do nothing. To let her friend...

“Mimic? What’s wrong?”

She had to lie. He couldn’t know what had been about to happen. It didn’t even matter that she was a terrible liar. It was Thistleroot. He’d believed her unwaveringly up to this point.

“Equestria to Mimic? Come in, Mimic?”

She just had to tell him that she didn’t think it would work. That she’d been wrong before. That the prison seemed too strong, now that she was close.

“Okay, well, while you’re spacing out, I’ll just be over here, uh, saving the world, I guess.” Thistleroot lifted the fragment of harmony once again.

“No!”

He flinched and then looked at her. “Uh, okay. Why not?”

“You just... can’t you feel that?” Mimic asked. “Can’t you feel all that energy running around up here?”

Thistleroot arched an eyebrow and then closed his eyes. His horn glowed softly. “Uh, yeah, now that you mention it. Makes sense with an enchantment this powerful. What’s your point?”

“So what do you think will happen if you go sticking your magic into that mess? That’s not a key your holding. If you use it to try to pick the lock...” She trailed off.

“I could end up bridging my own magic to the prison’s,” Thistleroot said, catching on. “Oh Celestia, I could have... oh, wow. That would not have been pretty.”

Mimic cringed, waiting for Thistleroot to catch up, to fully understand.

His face fell. “If that’s the case... I should have known.” Mimic steadied herself as his voice took on a sharp edge. “Rosalia tried to kill me.” Mimic blinked. “I knew she wasn’t playing on the level, and I still almost walked right into it.” Thistleroot shook his head and tucked the fragment of harmony back into his pack.

“Huh?” Mimic asked.

“I should have known she wouldn’t be that honest about it.” He made his voice high pitched in a terrible imitation of Queen Rosalia’s voice. “Here, take this dangerous weapon, because when you come back to fight us with it, I’ll just kill you.” Thistleroot closed his eyes and started toward the ramp. “I mean, obviously I would start looking for other ways to use the crystal. So as soon as somepony suggested...” He paused, his steps faltered. A moment later, he shook his head and turned back to her. “Thanks, by the way.”

“Thanks?” Mimic asked. Had she heard that right?

“Yeah. If you hadn’t noticed what was about to happen, well...” Thistleroot rubbed the back of his neck. “I guess my next Nightmare Night costume would be the headless horse.”

Mimic tried to accept the thanks, to tell him that it was fine. She wanted to joke, to tell him that they were even for Canterlot Tower. The shame twisted in her chest again and she stayed silent.

She could see in his eyes that he wanted the same thing. He understood, but he wanted to be wrong. He wanted her to accept the praise. He wanted her to take a jab at him for being careless. She didn’t. She watched the warmth leave his expression each second she stood silenced by guilt. She watched him drop his hoof, his posture going from carefree to guarded.

She watched her friendship die.

“Mimc,” Thistleroot said, “why did you say you were sorry?”

She couldn’t bring herself to lie, and she didn’t dare tell the truth.

Her silence seemed to be answer enough. “You’re the one who suggested we use the fragment to free the princesses,” Thistleroot said. “Rosalia even said she talked to you before I woke up.”

“I stopped you,” Mimic said. It was the only truth she could cling to.

“Did you know? Before we got here, did you know what could happen?”

“I-I thought... I knew it was possible.”

Thistleroot closed his eyes long enough for a single, deep breath. Silence fell between them. Finally, he asked, “Why?”

“I didn’t know for sure,” Mimic said. “Not until we got here and I could feel it for myself. I didn’t want to hurt anypony, so Rosalia told me that I needed to get rid of the fragment of harmony. She told me that you’d agree to use it here, and then it would be wasted. Then no one would have any reason to go after her or Nocturne.”

“Why didn’t you tell me sooner?” Thistleroot asked.

“She threatened—”

“I know she threatened you!” Thistleroot shouted. Mimic winced and took an involuntary step back. “She threatened all of us! I’m not asking why you agreed to do what she asked. I’m asking why you didn’t tell me sooner? Why didn’t you tell me while we were walking back to Canterlot?”

“I wasn’t sure that this would be dangerous. I didn’t even think you’d be able to use the fragment.”

“So, best case scenario, you were just wasting my time while the others are out there? Worst case, you were trying to get me killed, and then the nice middle of the road is the one where you convince me to waste the only tool we have left because Rosalia told you to? Does that about cover it?”

Mimic tried to answer, but faltered.

“That’s what I thought,” Thistleroot said. “You didn’t say anything when we first got up here. You didn’t say anything when the fragment started working. You waited until the last possible second.”

Mimic looked down, unable to meet his gaze any longer.

A long time passed before Thistleroot spoke again. When he did, his voice was softer, no longer filled with heat. “You hadn’t decided yet.”

The sound of his voice, faint, disbelieving and broken, filled her with a fresh wave of guilt. She blinked back tears that threatened to well up. “I’m sorry.”

There was no response. When she looked back up, Thistleroot had left. She didn’t follow.

Rosalia had told her what would happen. There will come a day when you find yourself hated and alone. The changeling queen had been wrong about one thing, though. Thistleroot had been her friend.

She remembered Rosalia’s other warning as well. Words that she hadn’t understood at the time. Or maybe she just didn’t want to understand. Love is a mistake that will create for you no end of grief.

Mimic considered leaving, but realized she had no place to go any more. Finally, she lay down where she stood, resting her head against her front legs.

“I’m sorry,” she said one last time.

There was no answer.

*****

Thistleroot wanted to be angry. He had been angry at first, before he realized exactly what had happened and it had slipped through his hooves. Anger was a fire. It was hot and alive, and there was no room for it beside the ice that had flooded his chest.

Mimic had lied to him. Mimic had led him to Canterlot Mountain, and nearly let him get killed. It was hardly a consolation that she’d stopped him at the last second.

He could be mad at her for wasting his time. He could be mad at her for trying to get him to waste the fragment of harmony. But she’d done more than that. There had been at least a part of her ready to watch him die.

The walk down the ramps built onto Canterlot mountain dragged on.

Had he thought they were friends?

He had. How could they not be friends, after everything that had happened? Canterlot Tower and Libiris and Night’s End. Apparently Mimic thought differently.

And there was the anger again.

Thistleroot didn’t know what to do with it. It had been so long since he’d been angry. Truly, painfully angry.

He wished his magic was stronger, like Twilight Sparkle’s or Spell Shine’s. He wanted to be able to shoot beams, to smash things, to break things, if only to vent his anger. Instead he just kept moving. Across and down. Turn around. Across and down. Turn around.

How had he been so stupid? How had he ever considered her a friend? She had only accompanied them because she thought it was her best way to keep herself and her brother safe.

Her brother. The changeling that had taken Thistleroot’s place. The changeling that had tried to kill Scootaloo. Just knowing that should have been enough of a hint. Thistleroot should have realized. But he’d been too stupid.

The last ramp ended and Thistleroot stepped back onto the streets of Canterlot. Back onto what had once been his home, before Nocturne had destroyed it. Nocturne and Rosalia and the changelings. And Mimic.

He walked North, toward the Canterlot refugee camp, toward those ponies that had chosen to stay and begin rebuilding.

He passed the street where his favorite donut shop had been. The place he and Scootaloo had visited after their first run in with the crusaders. The place he’d first met Mimic during the Battle of Canterlot.

He passed the Canterlot Gardens, where he’d watched Mimic kill a pony.

Not far past that, he passed the fallen Canterlot Tower, where he’d saved her life from the fall, and she’d saved his from Star Shine.

He’d stopped walking and dropped into a sitting position, though he wasn’t sure when that had happened. He grabbed a chunk of stone and threw it against the ground. It bounced, one corner fracturing. The destructive impulse was far less satisfying than he’d hoped. He tried again with a larger piece, but was met with the same feeling of futility.

His anger faded as he watched the stones he threw bounce harmlessly against the street. Once it was gone, he was left feeling empty. Alone, surrounded by the remains of his ruined home, he couldn’t hold himself together any longer. His chest heaved, a single sob escaping. He felt a cold wetness run down his cheeks. Once that first tear fell, the others followed. He sat amongst the rubble, not even trying to stop them.

Northern Storm

Scootaloo and her friends made their way South the next morning.

The train was empty other than them. The smarter crystal ponies had already left, and though the mandatory evacuation was to be announced within the hour, nopony had left yet. It wouldn’t be long before the train station was filling up with ponies, which is why Scootaloo had been eager to catch the earliest possible train.

The early morning air had been bitterly cold, and even within the city the skies were overcast. The train wasn’t much warmer, and Scootaloo sat hunkered down in the heavy coat she’d been given back at the palace.

She turned her attention to the ponies sitting nearby. Shining Armor, Starlight Glimmer, and Sunburst. Fewer ponies than she’d been hoping for, but she couldn’t have picked any better. Hopefully quality would serve better than quantity in this case.

The train pulled out of the station. It didn’t take long for them to leave the city buildings behind for the snow covered countryside. She wiped a hoof across the frost covered window, hoping for a better view of the sun. She could make out the lighter patch of clouds where it would be.

The ponies of Canterlot had gotten better over the past few days. The sun no longer shook along its path. It still lacked the special glow of Celestia’s day, but they’d only been raising it for two weeks.

She pulled away from the window, hugging her legs to her chest. It was a shame the sun was hidden today. Even on the train, she could see her breath on the air. Minutes passed. An hour. Spike was snoozing in the seat across from her, apparently unfazed by the weather. That or he was just that tired. Scootaloo would have loved to sleep, but it was just too cold. It wouldn’t be long, she told herself. They’d be in the South soon.

Starlight Glimmer and Sunburst. She didn’t know much about them, besides the fact that they were supposed to be some kind of magical geniuses. If anypony could get the princesses free, it would be them, right?

But what if they couldn’t? Scootaloo had racked her brain all night and come up empty. She wasn’t a planner.

Finally she gave up on the line of thought. Between the cold and the growing wind as they picked up speed, she couldn’t focus. Maybe when they got to warmer climates, she’d be able to come up with something.

The windows on their side of the train shattered.

They didn’t break all at once. The window furthest up the car shattered, and then the next one, and the next, one after another in rapid succession. Spike jerked away at the sound, looking back. They only had a moment to react, but it was long enough for Scootaloo to lift her wing over her head.

The window beside them shattered, spraying them with shards of glass. Her coat and wing caught the brunt of it, stinging the appendage in places, but not seriously harming her. Spike simply turned away from the window to protect his eyes, letting the glass bounce harmlessly against his scales.

“Whuh? What’s happening?”

“I’m not sure,” Scootaloo said, but her answer was drowned out by the sudden howling of wind. Snow flurries flew in through the broken windows, and the icy wind cut through her. The air outside had dropped well below freezing.

There was something else. Something in the wind. Furious snarling. Howling.

Windigos.

The train shuddered as something heavy slammed into the side. The wheels screeched against the rails. Flurries of snow and wisps of dark mist obscured vision beyond the broken train windows. Something flashed by just outside. It passed again, going the other way.

Spike took a deep breath and released a spray of dragon fire at the windows just as the figure passed by once more. It cried out in pain and whipped away.

Two of the windows on the opposite side shattered as dark figures crashed into the train. Scootaloo turned away from the broken windows to face them just as another figure crashed into her from the other side, rolling her into the aisle. She bounced against the far seat with a grunt as the air was forced from her lungs. She landed on her side and forced herself back up, wings instinctively held aloft protectively as she tried to get her bearings.

Five windigos were on the train with them. They were pony shaped, more or less, though their back half trailed off into wisps of cloud stuff rather than legs or tails. Their manes were nebulous, and their bodies didn’t look much more solid.

Shining Armor had already started moving, his horn glowing as he threw a torrent of magic at the closest windigo, forcing it back against the wall of the train. Starlight Glimmer had caught the attention of another and was teleporting rapidly across the train to keep out of its reach.

Spike was breathing more fire at a third. He caught it across the shoulder and it spun away from him, becoming formless for a moment. It resolidified, screaming at him in pain and rage.

Scootaloo gave a shout just before she hit it. She jumped, pumped her wings once so that she was even with its head and bucked with both hind legs. The windigo turned toward the sound of her shout and her hooves hit it in the side of the head.

The feeling was similar to busting clouds: a faint surface tension that gave away as she struck it. Unlike normal clouds however, the windigo didn’t explode into quickly dispersing wisps of vapor. It didn’t even look pained as her hooves passed through its head. It snorted in annoyance and became formless again.

“Oh, come on. That’s not f—” The windigo hit her in a torrent of freezing wind, sending her sprawling once again. She felt ice crystals form in her feathers and along her coat. She slammed into the floor and rolled.

She expected another blow, but there was a flash of reddish light and another scream of pain from the windigo. She looked up to see Shining Armor standing over her. The windigo backed away, and she could see a portion of its body that was fainter than the rest, like a cloud that had nearly evaporated. It roared at them and flew sideways, out the window and into the snowstorm.

One of the other windigos launched itself toward them forcing Shining Armor to throw up a shield. It struck the magic bubble, its hooves becoming indistinct claws that scrapped across the impenetrable surface. Ice froze across where it scratched.

The windigo didn’t see Starlight Glimmer and Sunburst move into position behind it. Sunburst whispered something, gesturing with a circular motion, and Starlight’s horn glowed. Magic flowed into the air and coalesced into a bubble around the windigo. It screamed and threw itself against the bubble, but couldn’t escape.

“Spike!”

Spike climbed onto one of the train seats, took a deep breath, and unleashed a torrent of fire toward the bubble. The fire burned through the bubble and the windigo screamed across the aisle and out the window.

“Watch out!” Shining Armor called.

Starlight teleported herself, Sunburst, and Spike immediately at the sound of the warning, appearing inside Shining Armor’s shield just as another windigo struck where they had been standing.

The last two windigos were circling Apple Bloom and Sweetie Belle near the front of the train car. Apple Bloom threw a powerful buck towards the side of one, but met with as little luck as Scootaloo had.

The windigo that had tried to attack Starlight and Spike howled, and as it did the wind outside the train windows intensified. The ice left on Shining Armor’s shield began to expand. Outside they could hear the cries of the two injured windigos.

Scootaloo swallowed, steeling her nerves. She ducked her head and wiggled out of the heavy coat before kicking it aside. “Can you drop the shield for a second? I have an idea.”

Shining Armor looked at her, doubt clear on his face, but he nodded.

“Okay, just give me a second.” Scootaloo closed her eyes and did something she hadn’t had to do in years. She focused on her magic.

It was the magic that let her fly. Her ability to walk on clouds when unicorns or earth ponies would just fall through them. And it was the magic that let the pegasi of Equestria control the weather.

She focused on her earliest memories of flying. Her lessons with Rainbow Dash, and how elated she’d been when she first managed to get airborne. She focused on that feeling. The freedom and exhilaration that came from flying, and as she did she felt a warmth at the pit of her stomach. She remembered her first lessons on weather control. How she’d had to focus before she could move or bust clouds, long before such things became second nature.

She didn’t know how it felt for other ponies, or even other pegasi, but for her, magic felt like the pure joy and freedom she felt when she was flying.

She shook her wings, dislodging the ice crystals that had formed on them. “Okay, now!”

Shining Armor’s shield flickered, and the freezing wind blowing from the windigo hit them. Scootaloo launched herself forward, shattering the ice that had formed, and she felt the shield pop back into place as she passed.

She ran straight for the windigo. Its glowing eyes widened in surprise, and its howling doubled. Scootaloo leapt sideways as the ground where she’d been was instantly coated with ice.

She landed on the back of one of the train seats and kept moving with far more agility that Apple Bloom or Sweetie Belle ever could have managed. She drew even with the windigo, stood on her back legs, wings flared for balance, and drove her full weight into its side. As she did, she focused every bit of weather controlling magic she could on her hooves.

Her blow landed solidly on the windigo, driving it sideways through one of the unbroken windows.

Scootaloo was already moving again, toward the last two windigos attacking her friends. In the peripheral of her vision, she could see the windigo she’d hit circling back outside of the train.

She hit one of the windigos full force, throwing it into the other. They both gave feral screams of rage as they rounded on her. She checked her left. The other windigo had finished circling around and was flying straight toward them.

“Come catch me!” She shouted in challenge, jumping back and then toward the broken windows on her right.

“Scootaloo!” Apple Bloom called.

“Wait, no!” Sweetie Belle shouted at the same time.

The wind hit her full force when she left the train, nearling dashing her into the ground at lethal speeds. She fought against it, lungs screaming as she breathed in the freezing air.

She managed to pull herself up above the train just before the three windigos charged out after her. She climbed, opening as much space between her and them as she could.

A fourth windigo hit her from the side, sending her into a tumble. She fought to control herself, and the fifth hit her from the other direction. She fell, the world rolling around her in a confused mess of snow and wind. She desperately flapped her wings, trying to straighten herself, but she had no idea which way was up any more.

Something hard hit her right legs. A split second later it hit her side. She bounced and started sliding, grabbing at the smooth something in a desperate attempt to stop herself.

The train roof! She rolled, wings flapping again now that she knew which direction was down, and she kicked off from the train. She snapped her wings closed, landing on all four hooves and ducked. A blur of movement passed overhead.

She leapt into the air, fighting to gain altitude. The windigos were circling her. Another charged her, but now that she’d gotten her bearings, she was able to pull out of the way in time. She shot forward, and focused everything she had on the wind around her.

Just like funneling water to Cloudsdale, she thought, tilting into a large arc.

The windigos followed. She rolled out of the way as two of them came after her, but a third hit her from the bottom. She bucked it off her and kept flying.

Ice had formed on her hooves where she’d hit it, and she could feel patches of it across her body, weighing her down. She pushed herself harder, trying to get enough speed.

She completed her first lap and started on the second. The windigos were struggling to keep up now, all five following her in a large circle over the train. The winds began to change, following their pattern.

Just a little more.

She could see the vortex forming in the middle of their circle. It was starting to pull on her. Her timing was going to have to be perfect.

The windigos fought against the pull of the forming tornado, closing in for one last strike. She rolled away, out of the circle as two of them collided where she’d been. She gave a powerful flap of her wings, adding one last gust of wind.

The windigos screamed toward her, but their flight was slowed, and they came to a stop before they could reach. They looked back, at the newly formed tornado, and then to Scootaloo. Eyes wide.

Scootaloo snapped them a quick salute and folded her wings close to her body, dropping away before she could be sucked in too.

She flared them open again as she neared the train, coming out of her dive and angling toward one of the windows. Her aim was off. She threw her forelegs out to catch her on the side of the train and tried to catch one of the windows.

She jerked her hoof back as she caught it on a shard of glass and nearly fell, but then two pairs of hooves grabbed onto her and pulled her back onto the train.

“Scootaloo! You’re alright!” Sweetie Belle called as her two friends pulled her into a hug.

“Ow. Yeah, I’m alright. Ow. Not so tight.”

“You’re covered in ice!” Sweetie Belle said, pulling back. Scootaloo looked down to see she was right. Most of her coat had been frosted over like grass on a winter morning, though luckily it hadn’t gone any deeper than that. Sweetie Belle pulled her scarf off and wrapped it around Scootaloo’s neck, then used magic to start clearing one of the seats of glass.

Scootaloo looked back out the window. The tornado would keep the windigos busy for a few minutes, and as the trained left them behind the snow storm had begun to clear up.

“Scootaloo,” Apple Bloom said.

“Yes?” Scootaloo asked as Sweetie Belle ushered her into the newly cleared seat.

“That was really stupid.”

“Yeah. It really was, wasn’t it?” Scootaloo grinned and wrapped the scarf a bit tighter. “But it’s gonna make a great story.”

Apple Bloom sighed.

An Unexpected Reunion

Morning came too soon for Thistleroot’s liking. He kept his eyes closed for a long time even after he’d come to consciousness, stubbornly refusing to get up or think.

He’d found his way back to Camp Canterlot, as he’d decided to refer to the gathering of temporary structures. It sounded fun that way, more like a summer retreat than the remnants of a nation's capital. He’d found a place to sleep among the other newly homeless ponies, and finally passed out just before sunset.

Eventually his stomach rumbled, forcing him to get moving. He procured breakfast and sat down outside to eat, back against a tree at an intersection of two dirt roads. The celery soup was thin, too much soup and not enough celery, but it was warm and filled his stomach, at least.

He leaned back, staring up at the clear morning sky, and wondered, what now?

He still had the fragment of harmony. It could still be used to free Princess Twilight from stone. But if anything Mimic had said had been true, it was that going after the Element Bearers again would get them killed. They didn’t have the other princesses, he didn’t know if Starswirl had escaped after acting as a distraction, and they didn’t have the numbers.

It would be six of... five of them against changelings, a changeling queen, and a creature powerful enough to create an entire species. And that was assuming he could even find Scootaloo again.

Thistleroot was looking out across the busy intersection. Something had caught his eye, though he wasn’t sure what. Something he’d only half noticed.

He spotted it a moment later, crossing the intersection at a lazy pace. A splash of lime green with a heavy roll of canvas strapped to its back. A unicorn stallion.

Thistleroot hopped to his hooves and started following, breaking into a brisk trot after a moment. He closed to a comfortable hailing distance and called out, “Pal! Hey, Pal!”

The green unicorn came to a stop, turning toward him in confusion. A moment later his face split into a broad smile. “Thistleroot?”

“Ha, Pal!” Thistleroot came to a stop and reached out a hoof, which Pal bumped with his own. “Oh man, I haven’t seen you since the evacuation. How’ve you been?”

“Oh, not too bad. Uh, but I wasn’t at the evacuation. The last time I saw you was at the gala.”

“Oh, right. That was a changeling,” Thistleroot said. An awkward silence fell between them. “So, uh, yeah...”

“Oh, I’ve got to get these supplies over to the mess hall,” Pal said, pointing a hoof at the canvas bundle on his back. “Walk with me?”

“Sure. So, uh, what happened after the gala, if you don’t mind me asking.”

Pal shrugged. “Got a message from a royal guard, told me that Princess Celestia wanted me to go to Ponyville for a few days, since I was part of that crusader fiasco. She thought it might be safer for me. Though considering everything else, i’d say fifty-fifty that the guard was a changeling.”

“Oh, good. I was worried you’d been like, taken back to the hive and trapped in a cocoon to waste away over months or years.”

Pal grimaced. “Uh, no. Thanks for that image though. I’ve been sleeping a bit too well, so that should help.”

Thistleroot grinned. “Although, I guess you could still be a changeling. Could you lift something with your magic real quick? Just to be sure?”

“Lift something with my magic?”

“Yeah. Changeling magic is green, so it’s an easy test. Unless you’re a changeling queen with way too much time on your hooves.”

“Changeling magic is green. And you don’t see any problem with this test?” Pal asked.

“Should I?” Pal stared at him for a long moment before it clicked. “Oh, your magic is green anyway, isn’t it?”

“Yeah, Thistleroot. It’s always been green.”

“Hmm. Or, you’ve always been a changeling! Quick, tell me something only the real Pal would know?”

“But... if I’ve been a changeling since you met me, I would know anything you do about me.”

“Oh yeah. Huh.”

“So,” Pal asked, a little hesitantly. “Did you ever find Scootaloo?”

“Huh? Oh, yeah. She’s fine. At least she was when I saw her a few days ago.”

“Oh,” Pal blinked, then smiled. “That’s good to hear. We’re here.” They’d arrived at a large cluster of tents with several dozen younger ponies working between them.

“Where is here, anyway?” Thistleroot asked.

“The new home base of the Cutie Mark Crusaders,” Pal said, puffing his chest out with pride.

“Oh,” Thistleroot said, giving a nervous smile and taking a very small step back.

“Okay, I know you and Scootaloo probably don’t have the highest opinion of the crusaders, and I know Star Shine was into some majorly bad stuff, but most of us never knew about it. The crusader meetings was just something we could do for fun and help out sometimes, and that’s what we’re doing now. We have plenty of experience with volunteering, and Celestia knows the ponies of Canterlot need all the help they can get right now.”

“True,” Thistleroot said.

“Anyway, I should get back to work. Drop by again if you need a hot meal or want to volunteer. We’ve got some gardens just outside of camp you’d probably be good with.”

“Hey, hey,” Thistleroot said, dropping a level look on Pal. “Should you really be stereotyping me just for my cutie mark?”

“Oh. Heh, sorry,” Pal said with a chagrined look.

Thistleroot grinned. “Nah, it’s fine. I’ll check them out in a bit. See ya.”

“Bye.” Pal waved and turned back toward the crusader tents. Thistleroot watched him go, the grin still in place. At least some ponies were taking things in stride.

Well, he couldn’t sit around moping all day then. He didn’t know where Scootaloo and the others were, but there were only a few places they all knew about. If they cared to meet up, they’d check those places. If he left notes, they’d eventually find each other.

The closest place was Starswirl’s tent. He turned and started walking.

As he neared, he turned into one of the nearby tents on a whim. It had been guarded before, but not any more. He poked his head in and found it empty. The makeshift cell that closed off half of it stood open.

He wasn’t sure how he felt about that. Really, it was just one more changeling. A drop in the bucket, and a relatively harmless one at that, without its horn.

Mimic had been there. Starswirl’s orders had been to guard the changeling until she came to release him. Had the guards obeyed, or had they seen Mimic as an enemy? Had they attacked her?

Thistleroot shook his head and kept walking. “Had she attacked them?” might be a better question.

There hadn’t been any signs of a fight. They’d probably followed their orders. Mimic and her brother had flown off together, and he’d never see either of them again.

He entered Starswirl’s tent, mood falling again. It was empty of any ponies. He’d expected dust, but it had only been empty for a few days. Still, it looked the same as when they left for Night’s End. It was unlikely that any pony had been in there yet.

He’d leave a note, then. If Scootaloo or the others came back, he’d tell them he was going to Ponyville, where he’d leave more notes at Rainbow Dash’s place, and maybe try to find Apple Bloom’s and Sweetie Belle’s families. He just needed some paper.

“Oh, what’s this?” He lifted a scroll from the table. It was tied with red yarn and had his name written on it in an untidy scrawl. He grinned. Somepony had beaten him to the punch.

“A letter left where I would find it, in Scootaloo’s hoof writing? Well, there’s only one thing this can be. A declaration of love she was too shy to make in person!” He pulled the string off and unfurled it. “Or a message telling me where to meet her. I guess it could go either way.”

He scanned the page, the smile fading from his face. He read it a second time.

“Or neither of those things. Uh...”

He read the letter a third time.

He sighed. “Scootaloo, you are in so much trouble when I find you.”

*****

Scootaloo scanned the crowd of ponies that they’d managed to gather. Most of them were Royal Guards that had answered when they’d heard Shining Armor was back. The guards had already moved to the side, and were talking amongst themselves. The other onlookers, those who stood in the center, listening to Shining Armor, were younger ponies that had seemed receptive to their message.

“And now, windigos are rising in the North, and the creatures of the Everfree Forest are stirring, already forcing ponies to flee their homes,” Shining Armor was saying.

“This isn’t a fight other ponies can win for you. It falls to you to protect your homes now. Some of you are Royal Guards. You swore to do just that.” A few of the Royal Guard ponies nodded. “But if we want to beat back the changelings long enough to defeat their queens, we’re going to need more. We need every pony willing to volunteer.”

“Scootaloo,” Spike said from behind her. She turned.

“Yeah?”

“The place was empty. The scroll we sent was missing though.”

“So he was there?” Scootaloo asked, ears perking up.

“That or somepony else took it,” Spike said, shrugging. “How are things going here?”

“About as well as can be expected.” Scootaloo stepped aside to give Spike a view of the crowd. The Royal Guards were pretty much a given, but none of the other ponies from the crowd had said anything.

“I told you, you should have let me do the speech,” Spike said. Scootaloo rolled her eyes.

A pony stepped forward. A younger pegasus stallion with a white coat, a blue mane, and a blue lightning bolt for a cutie mark. “I’ll volunteer!”

There was a muttering from the crowd, and the pegasus looked back at them. “What? He’s right! This is our home. Nopony’s going to protect it for us.”

Shining Armor stepped forward, offering a hoof, which the pegasus shook. “What’s your name?”

“Wind Rider.”

“Well, Wind Rider, welcome to the Canterlot Royal Militia.”

After a few more seconds of muttering, a young unicorn moved to stand behind Wind Rider. A female earth pony fell in line behind him. Emboldened by the first supporters, others begin to move forward.

Scootaloo grinned. “It looks like Shining Armor did just fine.”

Scootaloo's Letter

Thistleroot read the letter for the eighth time that day.

Thistleroot

I hope this letter finds you. Rose said you were set free, same as the rest of us. I don’t trust her, but I have to believe that you’re okay.

I’m going to the Crystal Empire with Spike, Apple Bloom, and Sweetie Belle. We have to tell Princess Cadence what’s happened so far, and I’m hoping the Crystal Heart will have some magic that can help. It seems like a long shot, but it’s all I can think of.

I’m scared about everything that’s happening, but I’m trying not to let them see it. I think you might have been right about that, at least. I come up with an idea and they agree to it. I don’t like it. I really don't like feeling like everypony is following me, but they’re my friends. I don’t want to let them down.

I don’t know what we can do anymore. I don’t know if you know this already, but the elements are gone. They were destroyed by Nocturne. The fragment of harmony is missing, too, and Starswirl is probably dead.

My sister and Twilight and the others are still in stone, but Nocturne promised to release them if we just leave her alone for a year. It would be so easy to just stop trying to fight. We could let her win, and eventually Dash would be back. We could keep ourselves safe, but other ponies can’t. Apple Bloom’s niece was almost attacked by timber wolves. Her brother is taking care of the farm by himself, rather than being with his family. And that’s just one pony in one town. Who knows what else is going on all over Equestria without the princesses to keep everything in check?

Which is why I’ve made a decision. I don’t know how to put this except to just write it. Please don't be mad.

I want you to stay there. I want you to stay safe. And I want you to start looking for a way to free Discord. If we die trying to fight Nocturne, freeing him might be the only chance we have left. He beat her once. He can do it again.

I know what you’re probably thinking. Discord wouldn’t be any better than Nocturne. I don’t think that’s true. At least, it doesn’t have to be true. I don’t know how many details you know about what happened ten years ago. I told you I was one of the ponies that freed him, but I never told you why.

Discord was my friend. He was manipulating me, trying to get me to free him, but I honestly think he cared about me in his own way.

I know he’s capable of kindness. I know there’s something good there. If I was a better pony, I might have done more to bring it out, but it’s too late for that. Now, if anypony can do it, it’s you. Hay, with your sense of humor the two of you would probably get along pretty well.

I know it’s a selfish request, and I’m sorry. I shouldn’t have to ask this of you, and I shouldn’t be putting myself over defeating Nocturne. I should be trying to find a way to free him now, not using him as a backup plan, but the idea of setting him free while I’m still around scares me so badly I can barely hold this quill.

This is all a long shot. I don’t even know if you’ll go back to Canterlot, let alone find this letter.
I don’t even know if it’s possible to free him without the elements, but you’re smart. You can figure it out.

Stay safe, Thistleroot. Hopefully, I’ll see you soon.

—Scootaloo

Thistleroot sighed and tucked it back into his pack, right beside the fragment of harmony, before continuing down the street. It had taken him the better part of an hour to decide what he was going to do about the letter. Now that he finally had, he was eager to get it over with.

Thistleroot wasn’t sure how everything was going to work out, but he knew it was going to be a long day.

*****

The Royal Guard had set up near the center of Camp Canterlot, having already erected several tents to use as barracks. With Shining Armor’s return, a certain level of organization had returned to the scattered guards, and they had begun operating towards their new goals efficiently within just a few hours.

The tent furthest south in the grouping had been turned into something of a front office. It was a two part tent, where volunteers could sign up in the front, and information could be stored in the back half.

Spike was already at work setting up a system to organize the volunteers, drawing on a lifetime of experience as Twilight’s number one assistant. He’d organized several tables, storing each volunteer’s name, description, and a way to contact them on paper, and sorting the papers alphabetically. A dozen boxes sat on the tables, marked A-B, C-E, and so on.

Scootaloo had decided to stay and offer what help she could, though it became apparent after only a few minutes that her presence was more a hindrance. She’d finally agreed to stand in the corner and just keep him company while he worked.

“And then we find out they don’t even have popcorn in Yakyakistan,” Spike said, dropping the newest form for a pony named Sunny Blossom into the S-T box. “So yeah. Luckily Princess Celestia managed to step in and keep it from becoming an international incident.”

Scootaloo chuckled. “I still can’t believe anypony agreed to name Pinkie Pie an ambassador.”

“They didn’t have any choice. She’s the only pony that can get Prince Rutherford to listen. I don’t know how she does it. I just attribute it to the usual Pinkie Pie weirdness.”

“Yeah, that sounds about right.” Scootaloo shrugged and watched him work for a few minutes. “Hey, Spike?”

“Yeah?” He said without looking up from the form he was checking over. “Oh, come on, name goes in the first box, it’s not that hard.”

“There’s something you should know.” Scootaloo swallowed and glanced away. “The letter we sent to Thistleroot. I told him to start looking for a way to free Discord.”

The quill in Spike’s claws came to a stop. He was silent for a beat before looking up at her. He didn’t look angry, like she’d expected. He didn’t even look all that surprised. He grumbled unintelligibly and then shrugged. He started writing again, and Scootaloo watched him in silence until he’d filed the paper into the J-M box.

“I’ve been thinking about that too,” Spike finally said. “Ever since Apple Bloom brought it up.”

“You have?” Scootaloo asked.

“Yeah. I don’t think it’s a good idea, honestly, but... I just don’t know. Nopony died while Discord was free. Maybe it would be better.” Spike sighed. “I don’t know what to say one way or the other. I don’t know how anypony could decide. How many lives is a world full of chaos worth? You know?”

Scootaloo nodded.

“It’s probably the right decision,” Spike said. “I mean, we’ve beaten Discord before. Twice. Even with the elements gone, maybe we could do it again, if we had to.”

“I’m glad you think so,” Scootaloo said. “I was afraid you’d be mad. I’m still afraid Thistleroot will be mad, but hopefully he’ll understand. And I needed a second opinion. I’m not sure I’m the best pony to make decisions as far as Discord is concerned.”

Spike shifted in the seat and set the quill down. “You want to talk about it?”

It was a question he’d asked before. Her answer had always been the same. ‘No.’

They’d talked about what happened, of course. Discussed it with each other and with Twilight and Rainbow Dash and the princesses and even Apple Bloom and Sweetie Belle. That wasn’t what Spike was asking about. It wasn’t what Scootaloo had kept to herself.

“Yeah,” she said.

Spike said nothing, but he shifted in his seat to better face her.

“I missed him,” she said. She’d never admitted it to somepony else. She’d only recently been willing to admit it to herself. “We spent months talking. I was afraid of him, at first. I knew he was supposed to be evil, but he never seemed that bad. He made me food, the first time we talked. I had a hot meal for Hearth's Warming Day because of him. He knew the truth about my parents, something not even Apple Bloom and Sweetie Belle knew. He was my friend.”

Spike opened his mouth, but then thought better of it.

“I know,” Scootaloo said. “He was just manipulating me. He didn’t really mean it.”

“Uh, yeah,” Spike said.

“That’s the thing,” Scootaloo said. “I’m not sure. You remember that night, right? While you got the elements to the girls, I was distracting him.”

“Yeah. You had your saddle bags full of rocks to make it look like you had the elements,” Spike said. “I’m still surprised that worked.”

“The thing is, before you arrived, Discord tried to get me to give him the elements back.”

“Of course he did,” Spike said. “So they couldn’t be used against him. That's called winning.”

“No, that’s not what I mean,” Scootaloo said. “He wanted me to give them to him. He could have taken them easily. Just snapped his talons and zapped my saddle bags into his paw, but he didn’t. He wanted me to side with him. He offered to let me rule Equestria with him. He told me I could be a princess or a queen. He even promised to send the changelings away.

“At the time, I was still so mad at him. I’d just realized how much he’d hurt you to get what he wanted. Chrysalis had mind controlled Gilda and thrown everything back in my face in the worst way, I never considered the idea that he might have been telling the truth.”

“Do you really think so?” Spike asked, voice a mix of curiosity and disbelief.

“He had no reason to lie at that point. He didn’t know you had the elements. He thought he could just take them. What did he have to gain from making me offers?”

Spike pondered the question. “Yeah. I guess you’re right.” He looked up at Scootaloo. “So? If you’d thought back then that he was telling the truth, would you have taken him up on it and become the queen of Equestria.”

“No,” Scootaloo said. “Well, probably not. I hope.” She glanced away, a touch of pink coming to her cheeks. “I was just a filly. Who knows, maybe. But that’s not what’s important. After I realized that he might actually have cared about me, I felt guilty. If I’d realized it before, could I have done things differently? Could I could have convinced him to unstone the princess? Those are questions that have been bugging me for ten years.”

“I guess I never thought about it from your perspective,” Spike said. He shrugged. “Maybe if he’d been nice to both of us, he’d have actually won.”

Scootaloo considered that for a moment. “Maybe if he’d kept a tighter leash on Chrysalis. I haven’t forgotten what he did to you, just so you know. I don’t think he was actually good, just, maybe not one hundred percent evil to the core.”

Spike nodded. “I get what you mean.” He got off his chair. “Anyway, that makes sense for a back up plan, but since we don’t have a way of freeing him right now, we should focus on our main plan. Maybe we can get Starlight to figure out a way to free him later.”

Scootaloo nodded. “Hopefully they’ll be done looking at the princess’s prison soon, and then we can look for—”

“Helloooooo, everypony!” An obnoxiously loud voice called from the front half of the tent. Spike perked up, while Scootaloo just rolled her eyes and grinned.

“Is this where I sign up for the whole saving Equestria from the forces of evil thing?” The voice asked. Scootaloo hopped off her chair and started for the flap separating the two halves.

“Uh, yes,” Shining Armor answered in a quieter voice.

“Excellent, excellent! I would like to sign up post-haste. As soon as we go over my contractual provisions.”

“Your... huh?”

Scootaloo poked her head through the flap to watch the scene unfold. Standing in the front half of the room, facing away from her and toward the table that had been set up, was Thistleroot. He looked no worse for the wear. He had a pair of saddlebags slung over his back, and was grinning at Shining Armor.

“My contractual provisions, fine sir!” He said, his voice still obnoxiously loud and upbeat. “First, I only eat the finest gluten free wheat. If accommodations can’t be met I’ll need a stipend to buy my own. The Royal Guard does feed its members, yes?”

Shining Armor just blinked.

“Second, I refuse to work for any employer that doesn’t offer a comprehensive dental plan. Third, I insist to be paired up with mares of the highest esteem. Preferably the kind that are bold to the point of audaciousness, daring, clever,” he held his hoof up to just above his own eye level. “About this tall, orange, pegasus, purple hair. Seriously though, have you seen her?”

“Nope,” Scootaloo said, pushing her way into the room. “She’s not around. Try again tomorrow.”

“Ah! I see my feelings about this place were spot on. Good show, old chap.” He stepped forward and threw a leg around her. She returned the hug and stepped back.

“Glad to see you're okay," Scootaloo said. "We've been worried. Uh, but can you drop the voice?” She asked. “You’re scaring away potential volunteers.”

“Yeah, okay,” Thistleroot said. He turned back to Shining Armor, who’s look of confusion had settled into one of understanding. “Sorry about that.”

“It’s fine,” he said.

“Anyway,” Thistleroot continued, “Let’s go. Hi Spike.”

“Hey,” Spike answered, having just followed Scootaloo through the tent flap. “Where are we going?”

“Not us,” Thistleroot said. “No offense, but I’d like to speak to Scootaloo alone.”

“What about?” Scootaloo asked.

“A certain little letter I got, and how much trouble you’re in for writing it.”

Scootaloo sighed. “I’m sorry. I wouldn’t have asked if I thought it would put you in any real danger, I just didn’t—”

“Uhp buhp buhp!” Thistleroot held up his hoof, interrupting her. “Come on. I said I wanted to talk to you alone.”

He turned and left the tent. Scootaloo sighed again, looking at Spike.

Spike shrugged. “He can’t be that mad if he’s in the mood for joking around.”

“True,” Scootaloo said. She shook her head and followed Thistleroot out of the tent.

Burden of Leadership

They walked together down the main dirt road of Camp Canterlot, heading South toward the ruined city.

“So, your letter,” Thistleroot started.

“I’m sorry,” Scootaloo said. “I know it was a lot to ask, but this is serious. We were attacked by windigos yesterday. Things are only going to get worse.” She blew out an exasperated breath. “You’re the one who suggested that my friends are following my lead. I made a decision. Isn’t that what you wanted?”

“Yes,” Thistleroot answered. Scootaloo waited for him to continue, but he walked on in silence.

“So what? You wanted me to make decisions, but you don’t agree with one, so I’m in trouble?”

“Nope,” Thistleroot said. “You’re right, I don’t agree with it, but I trust you. You know more about that particular situation than I do. If you think freeing Discord is the right call, I’ll follow it.”

Scootaloo slowed, arching an eyebrow at him. “Really?”

“Really,” Thistleroot said.

“Then what’s the problem?”

Thistleroot’s horn glowed, and one of his saddlebags popped open. A rolled piece of paper floated out and unfurled. Thistleroot cleared his throat and read, “I think you might have been right about that, at least. I come up with an idea and they agree to it. I don’t like it. I really don't like feeling like everypony is following me, but they’re my friends. I don’t want to let them down.”

“You know, when I wrote that letter, I didn’t expect it to be read back to me,” Scootaloo said, deadpan. “It was bad enough the first time.”

Thistleroot continued, “This next part is pretty important though. Ahem, if we die trying to fight Nocturne, freeing him might be the only chance we have left. Do you see the problem?”

Scootaloo considered the words as they passed the final row of tents and entered the city ruins. “No?”

“If we die,” Thistleroot said.

Scootaloo rolled her eyes. “You’ve seen how powerful Nocturne is, and how evil Rose is. We can’t pretend it couldn’t happen.”

“Nuh-uh,” Thistleroot said. “You make a decision, and the other ponies go with it. You said it yourself. Unwilling or not, you’ve accepted the role of leader.”

“Okay?”

“Well, obviously that means you’re not allowed to die. You have given up that right. Full stop, no excuses.”

Scootaloo’s steps faltered and she blinked several times in confusion. “What?”

“Other ponies are depending on you. You’re not allowed to die.”

“That’s... It’s not like I’ve got a choice in the matter. We’re going up against some really dangerous creatures.”

“Nope. You’re a leader, you don’t get to make excuses.”

“That’s... You’re being ridiculous.”

“Yup,” Thistleroot agreed. “What happens if you face Nocturne and you end up dead?”

“I end up dead. Isn’t that kind of self explanatory?”

“What happens to the ponies with you?”

Scootaloo frowned. Her stomach did an uncomfortable little hop as she thought about it.

“First of all,” Thistleroot said, and there was a hardness to his voice that she hadn’t heard before. “I’m not sitting on the sidelines and keeping myself safe. The changelings destroyed my home. When you face them, I’m going to be right there next to you. Which means that if you die, I probably will too. Apple Bloom, Sweetie Belle, and Spike will be there too.”

“That’s not fair,” Scootaloo said, heat rising in her chest. “I never asked for that.”

“And I never asked for my roguish charm and good looks. Yet we all have our crosses to bear.” Scootaloo rolled her eyes and he grinned. “You’re right. None of us asked for any of this.” He turned, circling around a large chunk of stone that used to be part of a dance studio. The ruins of Canterlot Castle came into view ahead of them. “And it’s not fair. It’s not fair that my apartment is in ruins. It’s not fair that I’m currently unemployed and homeless. It’s not fair that other ponies look up to you. It’s not fair that your sister is a statue. I’m sorry.”

Scootaloo sighed. “It’s... Okay, I get your point. I kind of already knew that I had to be careful. I don’t want to see anypony get hurt because I made a bad call.”

“I know you don’t,” Thistleroot said. He glanced to their right as the passed the still standing archway leading to Canterlot gardens and frowned. Scootaloo didn’t know why, but he spent a few more seconds looking toward the garden entrance than he had any of the other rubble.

“I promise, I’ll do everything I can to not die, and to keep everypony else safe. That has to be enough for you, though. I can’t just make myself immortal to keep you happy,” Scootaloo said.

Thistleroot pulled his gaze away from the gardens and grinned. “Alright, fair enough.”

“So, where are we going, anyway?” Scootaloo asked as they continued down the street toward the ruined castle. “Or, that’s obvious. Why are we going to the castle?”

“We’re visiting the statue of Discord,” Thistleroot said simply.

Scootaloo faltered again, and then came to a stop. “Why?”

Thistleroot stopped a few steps later, but didn’t turn to face her. When he spoke, there was a slight tremble to his voice. “Because, I want to tell you a story. A story of a dashing unicorn, and the crazy pony that he may or may not have gotten killed. It’s not something I want to think about, but it’s a story you should hear.”

“A crazy pony? You mentioned a crazy pony before, during the battle just before Nocturne was released. The one that told you Canterlot would be destroyed.”

“Yeah, that’s the one. It was just after the gala. I was staying by the princess’s side, waiting for news about what happened to you. Before we knew you’d been captured. We found out that the attack on the gala was just a distraction, that they wanted to use mind magic on Discord, to find out everything that happened to you ten years ago. They wanted to make their own Elements of Disharmony.”

The bottom of Scootaloo’s stomach dropped away. “That’s how Dash and the others were turned to stone, isn’t it?”

“Probably. The thing is, the princess and Starswirl mentioned that looking into Discord’s mind would mess a pony up. Later on, while I was by myself, I was looking for something to do. I was at the hospital, and I saw that they had a psych ward. On a whim, I checked to see if there were any ponies admitted recently, and I got lucky. I found the pony that looked into Discord’s head.”

“Was he... was he that bad?” Scootaloo asked, her voice barely more than a whisper.

“It was even worse than anypony thought it would be. I don’t think he ever could have gotten better. His name was Day Dream. He was an orange unicorn, though I don’t really know much about him.”

“Orange? Did he have a cutie mark like a thought bubble?”

Thistleroot turned back to look at her, eyebrows arched. “Yeah. How did you know that?”

“I met him once,” Scootaloo said. The memory sent chills through her. “Just after you were kidnapped. The memory spells started slipping, and an orange unicorn attacked me. He tried to cast more memory spells on me. I got away, though.”

“I guess that makes sense,” Thistleroot says. “Mind magic like that is illegal. Not many ponies can do it.”

“So, he went crazy?”

“Yeah. The thing is, he thought he was Discord.”

Scootaloo blinked. “He thought he was... what do you mean?”

“Like, he talked about things Discord did using the words I and me. He told me that the changeling queens hid the key to Nocturne’s prison by saying it was ‘with us but not us’. That kind of thing. Starswirl said that with something as powerful and crazy as Discord, it wasn’t surprising that looking into his mind would leave an imprint like that.”

“Yeah,” Scootaloo said. She couldn’t even begin to imagine what that would be like, to connect her mind directly to the spirit of chaos. “Um, you said... you said he was killed?”

“Yeah,” Thistleroot said, his shoulders falling, head hanging low. “Maybe it was just a coincidence. Maybe the crusaders were already looking for him, and just happen to find him. But it’s possible that they already knew where he was, and just decided to get rid of him because I’d found him. I really don’t know.”

“I’m sorry,” Scootaloo said. She stepped forward, awkwardly putting a hoof on his shoulder.

Thistleroot shrugged. “Yeah. It’s like I said earlier, sometimes we might make mistakes and other ponies pay for them.” He shook his head, as though trying to clear it. “Anyway, that’s not the point of this story.” Thistleroot turned back toward Canterlot Castle and started walking again.

“Okay,” Scootaloo said. He was obviously still bothered by what he’d just told her, but if he wanted to change the subject, she wasn’t about to force him to dwell on it. She started following again. They were silent for another few minutes, picking their way through the castle courtyards, and eventually finding their way into the sculpture gardens. Ahead of them, a single patch remained untouched by the destruction, and at its center stood the statue of a draconequus, face an angry glare, talons reaching down in front of it. “What’s the point?”

“The point is that you apologized.”

“I what?” Scootaloo asked, trying to shift mental gears. When had she even been part of the story?

“You apologized to Discord about what happened, didn’t you?”

“I... actually, yes. But, how did you know that?”

“He told me.”

Scootaloo shook her head. “Sorry, what? I’m confused.”

“Once I figured out what was going on, that the crazy pony had Discord in his head, I asked him a question. I asked him if he hated you.”

Scootaloo stopped again. “What?”

“I asked Discord if he was angry with you, and he told me that you apologized. He said he didn’t hate you.” Thistleroot kept walking.

Scootaloo stood, rooted in place, trying to understand what he’d just said, trying to comprehend what exactly was happening. Thistleroot had talked to Discord? In a way? He’d asked what? Had he pieced together that much, or had somepony told him more?

He’d asked Discord what?

He’d asked...

“What?” Scootaloo asked, moving forward again.

Thistleroot looked back, pausing, a look of doubt flickering across his face. “I uh... oh. I didn’t mean, like... I wasn’t trying to step on any hooves, or anything, I promise. It just occurred to me in the moment and I asked.”

Scootaloo breathed. “It’s... it’s fine. I’m sorry, it’s just, that’s kind of a touchy subject.”

“I can imagine.”

“What’s the point of all of this? Why are you bringing me here for this story?”

Thistleroot looked back up at the castle, and then turned back to her. “I’m not freeing Discord,” he said. “But I think you should.”

Scootaloo’s face hardened. “You don’t know what you’re talking about. Do you have any idea what he’d do to me if he was freed?”

“Apologize, hopefully,” Thistleroot said. “It sounded like he was sorry.”

“That wasn’t Discord! What if the real Discord doesn’t forgive me for trapping him again? Do you have any idea what he could do to me?”

“A bit,” Thistleroot said. “It’s all pretty similar to what Nocturne and Rose could do to you.”

Scootaloo hesitated.

“If you don’t want to free Discord, then I’ll agree with you,” Thistleroot said. “If you decide it’s too dangerous to face Nocturne, I’ll stand by that decision too. I’m not strong or brave enough to fight them on my own. But I’m not going to stay here, alone and safe with a back up plan and prepare for your death. I... That is one decision I won’t agree with.”

Scootaloo leaned back, shoulders falling as she took in his expression. He somehow managed to look angry, sad, and resolute all at once.

“If you think freeing Discord would help, if you think he’ll be able to save ponies’ lives, then free him,” Thistleroot said. “It’s really not even the craziest idea you’ve ever had.”

“What if you’re wrong?”

“It doesn’t matter. I won’t let him hurt you.”

The idea almost made Scootaloo want to laugh. “How?”

Thistleroot shrugged. “I’ll find a way. Like I said, you’re a leader now. You’re not allowed to die.”

Scootaloo shook her head. She stepped forward to get a better view of the statue. “There’s no rubble around him.”

“Nope. I noticed that before, just after the city was destroyed. You said the princess cast a bunch of spells all at once, and one of them you never figure out what it did, right?”

“Yeah,” Scootaloo said. “I guess we know now.”

“Do you think she planned for this?”

Scootaloo shook her head. “No way. I think she just wanted to give us as many options as possible.” She stepped forward even further, looking into the face of Discord’s statue. He still wore that angry glare. A familiar stab of guilt ran through her.

He hated her. He had to hate her after everything that had happened. And she’d hated him, for a time at least. The thought of freeing him terrified her.

He’d been her friend.

“Fine,” she said. “Fine. If you can find a way to free him, I’ll do it. But I’m not going to wait. If we find something else first, we’re—”

The fragment of harmony hit the ground in front of her.

“...”

“...”

“...Thistleroot?”

“Yeahuh?”

“You have three seconds to run.”

Uncertainty

“I don’t know how to use this thing.”

“Just try.”

Scootaloo held the fragment of harmony between her hooves. She sat in front of the statue of Discord, trying desperately to ignore the shaking of her limbs. “Try what?” She thrust the stone toward the statue, and nothing happened. “It’s not working. It might be broken.”

“It responded when I tried to use it yesterday,” Thistleroot said. “Nothing’s happened to it since then.”

“You tried to use it?”

“Yeah. But, uh, it was a bad idea. It wouldn’t have worked.” Thistleroot glanced away. Scootaloo frowned, but didn’t press the issue.

Magic, huh? Maybe it would only respond to unicorn magic. But then, it had been left for her in the crusader clubhouse. Surely Princess Celestia would have created it so that Scootaloo could use it.

Magic. “Thistleroot? How do you use magic?”

“Uh, well, you sort of need a horn first.”

She rolled her eyes. “No. I mean, how do you, specifically you, use magic. I’m not asking you to teach me how to make stuff float or anything.”

“Oh.” Thistleroot shrugged. “I’m not really sure exactly. I mean, how do you explain to somepony how to breathe, right? But, I guess if I really need to focus on a spell, it comes down to knowledge. Like plants. I know what they need to grow, and I know the process they go through to do so. If I want plants to grow faster, I concentrate on those things.

“Of course, everypony is a bit different,” he continued. “What about you? How do you use magic?”

“It all comes naturally now,” Scootaloo said. “Dash taught me proper form, and how to concentrate on what I wanted to do when I was learning to fly, but now I don’t even have to think about it. It helps to go over old memories.” Scootaloo shrugged. Well, it was worth a shot. The first time she’d seen the Elements of Harmony in action had been the resealing of Discord, after Scootaloo had freed him.

She’d been a bit distracted at the time. The Element of Betrayal had appeared around her neck, and using it had been painful. She’d been panicking. If they’d lost, who knew what Discord might have done to her.

Might still do to her, if he had the opportunity.

She shook her head, trying to get rid of the thought. It was no worse than what Rosalia would do. She had to trust that Thistleroot was right.

What did she remember about that night? About the magic of harmony? The light had been warm. It had passed over her on its way to Discord, but left her unharmed.

It was magic created by the bond six friends shared.

Discord had been her friend. At least some part of him had wanted her to stay by his side, even after she’d outlived her usefulness. And she’d been ready to go against everypony else to free her friend, even before Rainbow Dash’s actions had accidentally driven her to accept the Element of Betrayal.

She wanted to use the fragment of harmony, not to bring back the Discord that had manipulated her and hurt Spike, but to bring back the Discord that had given her food and listened to her worries. Sure, they were the same Discord, but that didn’t mean one was strictly a lie, did it?

Her friendship with Discord had changed the course of her entire life. For better or worse, she couldn’t possibly know, but wasn’t that how it always was? How different would her life be if she’d never met Apple Bloom or Sweetie Belle or Rainbow Dash. Or if she’d never met Thistleroot or Mimic?

She felt a deepening warmth in her hooves and opened her eyes. The fragment of harmony had become a soft, nebulous ball of rainbow light.

She took a deep breath. The world seemed to come to a stop as she looked up at the statue. This was it. It was one thing to say she would free him, but in her hooves she held the key. She had to make her choice.

Discord had manipulated her. He’d lied. He’d hurt Spike. She’d often wondered if he could forgive her, but looking up at his statue, she wondered if she could do it. Could she forgive him? Even if she accepted that he’d wanted her to stay by his side in the end, did that genuine show of friendship make up for all the evil he’d done?

No. Of course not. Even villains could have friends. It didn’t stop them from being villains. But it did mean that he was capable of friendship. It meant that, even if she didn’t already forgive him for everything he’d done, forgiveness wasn’t impossible.

After her parents had died, she’d found a new family. Rainbow Dash was her sister, even if they weren’t related. She had Sweetie Belle and Apple Bloom and Spike. Even Thistleroot and Mimic now. She’d gotten a second chance.

What would Discord do with a second chance?

She closed her eyes and thrust the fragment of harmony outward again, and the rainbow light flowed into Discord. The light cascaded across his stone form, sinking into it and fading. The entire figure pulsed once with a soft golden light, and then it faded, leaving the statue as it had been before.

Scootaloo stepped back, breath caught in her chest, muscles tensing, ready.

Thistleroot winced and ducked his head.

The stone statue of Discord loomed over both of them, glaring as it had been for ten years.

The sculpture gardens were silent as the light of harmony worked its magic.

Scootaloo’s lungs burned with the held breath.

Soon, chaos would be...

Soon, chaos...

Soon...

“Nothing’s happening,” Thistleroot said.

Scootaloo exhaled, still waiting. Nothing happened for a few more seconds. “You’re right. It’s not—” She cut off, eyes snapping back to the statue. Thistleroot skipped back, eyes widening.

Nothing happened.

“Huh, I thought for sure something would happen once we’d started talking,” Scootaloo said, frowning.

“Oh, sure,” Thistleroot said, relaxing a bit. “But it’s pretty obvious by now that it’s not going to—” He cut himself off and pointed at the statue. “Okay, nope. Uh... what does this mean?”

Scootaloo stared at Discord. A part of her had been praying that the fragment of harmony wouldn’t work. But had it really failed? Had they wasted it? Even after making the decision, had she failed to free him?

The statue remained as still as it had been for the past ten years.

“It really didn’t work,” Scootaloo said, the realization and its consequences still working its way through her mind. She looked down at her now empty hooves. “We used the fragment, and it didn’t work.”

She looked up to the statue again, hoping that she was wrong, hoping that they hadn’t just wasted their only weapon.

Discord remained motionless.

*****

“Ah mean, if ya think about it, it’s not any different than if Rose kept the fragment, right?” Apple Bloom asked. They sat together in their own tent near the Royal Guard section of camp. Several hours had passed since the failed attempt to free Discord, and Scootaloo had finished filling them in on everything that happened. “Ya only found out Thistleroot still had the fragment like, what? Three minutes before ya used it? We’re still in the same predicament we were in this morning.”

It was true, Scootaloo thought, but it didn’t feel true. The few minutes of hope she’d had once she realized they still had the weapon Celestia had given them left a bitter aftertaste once that weapon had been stripped away. Thrown away, she corrected herself.

“And we were saving the fragment of harmony for Twilight, weren’t we?” Sweetie Belle added. “If it couldn’t free Discord, it wouldn’t have worked on her either, right?”

“Oh yeah, that’s a real good point,” Apple Bloom said. “Imagine if we’d gone back to that castle and gotten Twilight back and then it failed. At least with Discord, nopony got hurt trying it, right?”

“True,” Scootaloo said. “But why would the princess even make it if it couldn’t do anything?” Neither of her friends had an answer to that. “We must have missed something. The princess must have made it for some reason, and then we blew it.” She bowed her head. “I blew it.”

“Now cut that out!” Apple Bloom said. “Ya couldn’t have known it wouldn’t work, and everypony knows it. Don’t go beatin’ yourself up over it.”

“But I should have been more careful,” Scootaloo said. “I could have asked Sunburst about it.”

“But ya didn’t,” Apple Bloom said. “And Ah wouldn’t have neither. Ah honestly thought it would have worked, and Ah wouldn’t have second guessed myself. There’s no point in cryin’ over spilled cider. Especially when nopony got hurt.”

“Nopony got hurt this time,” Scootaloo said. “but what if I make a mistake like that again? What if one of you two gets hurt because I think something will work and it doesn’t?”

“We know the risks,” Apple Bloom said. “And we’re here anyway. Ya don’t got to worry about us.” Sweetie Belle nodded in agreement.

Scootaloo bit back a frustrated growl. “Yes I do. Look, I know we’re all friends, but lately it seems like everypony has been following my lead. Thistleroot’s even been trying to convince me that I’m turning into the group’s leader or something.”

“Now that’s just silly,” Apple Bloom said.

“Well, yeah,” Scootaloo said. “But still, if—”

“Yeah,” Sweetie Belle agreed, “Of course you’re the leader. Why would he have to convince you of that?”

Scootaloo blinked. “What?”

“I mean, you’re the one who keeps coming up with all the good ideas,” Apple Bloom said. “Ah didn’t think about the Crystal Empire until you mentioned it, and now we have Twilight’s student. That’s like the next best thing to having Twilight herself.”

“And I just wanted to get out of that forest. If we hadn’t gone back to Libiris, we never would have found where Nocturne’s castle was,” Sweetie Belle said.

“Not to mention Ah didn’t really know what was going on with all the changelings and stuff until ya explained it,” Apple Bloom said.

“But we almost died in Night’s End. And the Crystal Empire. How can you guys think I’m the leader when I keep messing up?”

“What the hay are ya talking about?” Apple Bloom asked. “It wasn’t your fault windigos attacked our train.”

“And we all knew how dangerous going to Night’s End was going to be,” Sweetie Belle said.

“But what if I make a bad call again? What if I get one of you hurt?”

“Ah told ya already, we know the risks.”

“That doesn’t make it any better. I’m not cut out for this,” Scootaloo said. “This thing with the fragment proves that. You two are wrong. Thistleroot’s wrong. I’m not a leader.”

“Scootaloo,” Sweetie Belle started, but Apple Bloom cut her off.

“Fine.”

“Huh?” Sweetie Belle asked.

“Ah’m sorry,” Apple Bloom continued. “We didn’t know we were putting so much pressure on you.”

Sweetie Belle looked back at her, and then to Scootaloo again. After a moment she smiled sheepishly. “Yeah, sorry.”

“It’s okay,” Scootaloo said. “It wasn’t like that, really. I just don’t want to get anypony hurt.”

“Ah understand. But ah don’t want you getting too down on yourself about the fragment, okay? Nopony got hurt, and anypony would have done the same, so no moping, ya hear?”

Scootaloo nodded and tried for a smile, “Okay. Yeah. We don’t have time to mope, right?”

“Exactly,” Apple Bloom said. “Look, it’s getting late. Have ya eaten yet?”

“I’m not really hungry,” Scootaloo started, but Apple Bloom started shaking her head before she’d finished.

“Ya need ta eat. Go on. That’s an order, ya hear?” Scootaloo paused at the sudden command, and then chuckled. Apple Bloom held her serious face for a moment longer before grinning. “Ah’m serious.”

Scootaloo sighed, still smiling. “Uh, aye? Or affirmative? Whatever, fine.” She turned and made her way out of the tent.

*****

“So, I guess you want to be the leader then?” Sweetie Belle asked once Scootaloo had left.

“Of course not,” Apple Bloom said. “Ah still don’t even know halfa what was goin’ on before that Nocturne thing got free.”

Sweetie Belle thought about it and then grinned. “So, it’s still Scootaloo then?”

“Eeyup. Just don’t tell her that.”

“Do you think that’s okay?”

“Eh, she’ll come around, Ah think. She’s just had a bad day,” Apple Bloom said. “We should probably tell Thistleroot not to make a big deal about it, next time we see him. Where is he, anyway?”

“I’m not sure. I think he was with Sunburst and Spike.”

*****

It had been a big day for failures all over. Sunburst and Starlight Glimmer had no luck whatsoever in unravelling the prison currently holding the princesses. Sunburst had promised to keep studying it, but it was apparently far more complicated than anything he’d ever worked on before.

He’d had no time to rest, however. As soon as he’d returned, Scootaloo and Thistleroot had asked him about the fragment of harmony and Discord, hoping he could explain what had gone wrong.

Thistleroot now sat alone in Starswirl’s tent, nodding as his eyes scanned the page in front of him, barely registering the words he was reading.

Sunburst had balked at the idea of allying Discord, of course, but had finally relented to a theoretical discussion on why freeing the spirit of chaos had failed. They’d gone over what everypony knew about the Elements of Harmony and the stone prison, and about the fragment of harmony. Spike had helped them find three different reference books, and Sunburst had gone over the numbers half a dozen times.

The main problem was that there was no possible way for the spell to have failed.

The Elements of Harmony had imprisoned Discord in stone. Scootaloo and Spike had both agreed on that. They’d watched it happen. And the fragment of harmony was definitely made from those same elements. Scootaloo had watched it being created. It shouldn’t have taken that much power to free Discord. Not when the fragment was from the same force that had imprisoned him in the first place.

Thistleroot was no expert on measurements of power, but even he could tell the fragment had carried a huge amount. More than he’d ever wielded before. Could it have lost that much energy when he was about to use it? But then where had the magic gone? Magic, all energy really, could be transfered or changed, but not created or destroyed. Had the magic flowed out of the fragment and into the air without his noticing? But then the crystalized form of the magic would have been smaller.

He pushed himself back, trying to focus. Spike and Sunburst had long since gone to bed, but he knew he wouldn’t be able to rest. Not until he understood what happened. He turned the page, then shook his head and turned it back. He hadn’t retained anything. He started the page from the beginning again.

Trotter’s Tome had an entire chapter on the law of conservation of magic. Granted, that was in an isolated system, but there was nowhere else the magic could have gone, was there? Had Sunburst missed something? Were the energy requirements for undoing the imprisonment actually several times more than they thought?

Scootaloo’s face when she realized it had failed was still fresh in his memory, and each time he thought back to it, it brought a fresh stab of guilt to his chest. It had been his fault. She hadn’t said as much, but surely at least some part of her had to think that. He’d returned the fragment, given her hope, and it had come to nothing. She could have kept it, used it to save her sister, but instead she’d wasted it. Because he’d convinced her. Because he’d made promises he had no way of keeping. He’d let her down.

It just wasn’t possible. No matter how he looked at it, it should have worked.

Thistleroot closed the book at tossed it across the table more forcefully than necessary.

It just wasn’t possible. “This doesn’t make any sense,” he said, putting his face in his hooves.

Laughter filled the tent. It was a deep, smooth laugh that seemed to come from everywhere at once.

Thistleroot’s eyes went wide as his head came up. He turned, looking over one shoulder and then the other, trying to find the source of the noise. He was alone.

“Make sense?” A voice asked behind him. The sound of it was just as deep and rich as the laughter, but something about it sent shivers of unease down Thistleroot’s spine. He felt something clamp down on his right shoulder, and when the voice spoke again, it was a whisper into his ear. “Oh, what fun is there in making sense?”

Return of Chaos

Thistleroot turned to see a lion’s paw holding onto his shoulder. He followed it up to a long, brown body and finally found himself looking into the eyes of a one-fanged, grey-headed creature. A creature he’d seen before.

“D-d-discord.”

“Hmm, it’s not the grand introduction I deserve, but I guess it will have to do.” The creature twisted its entire body in a swift, sinuous movement, looping around behind him and coming to rest on his other side, leaning one arm casually against the table. Thistleroot flinched and tried to turn to keep his eyes on Discord, nearly falling out of his seat in the process.

“And, unless I misheard earlier, you are Thistleroot.”

Thistleroot nodded wordlessly.

“I was curious, you see. I’m quite sure we’ve never met, and yet you seemed to want me freed.”

“Y-yes. Yes, I wanted you freed, so obviously I am a friend and there is no reason to do horrible, unspeakable things to me.”

“Well, I can’t say I was expecting to have any fans of my work.”

“Yes. That’s it exactly. Huge fan. Yup.”

“Hmm, this is certainly a new experience. Well, it’s been a while since I stretched the old chaos muscles.” His other arm came up, but rather than ending in a lion’s paw, it ended in bird-like talons. They came together, as though he was about to snap.

“I mean, uh, maybe not a huge fan,” Thistleroot said. “So, no need to put on a show or any... I mean, I am a fan, really, but it’s like... if there’s... please don’t hurt me.”

Discord paused a moment, and then snapped. There was a flash, and the book Thistleroot had been reading stood on four legs and scurried toward them. Thistleroot cringed away from it as it came to a stop and flipped open. “Let’s see,” Discord said, pushing a pair of reading glasses onto his snout. “Trotter’s Tome of Reliquary. A bit heavy for this late at night.” He flipped through the pages, much too fast to actually read anything. “Interesting concepts. Ponies really have come quite a way in the past thousand years.” He picked up the book, its legs kicking uselessly, and with a flash it disappeared. “I suppose I should catch up on all of these new laws of reality at some point. Like they say, know the rules before you break them. Now then,” he turned his focus back to Thistleroot.

Thistleroot had shifted to the furthest edge of his seat, putting as many inches between himself and the draconequus as possible without actually fleeing.

“It’s clear you’re not actually a fan, so why did you come to free me?”

Thistleroot swallowed hard. “Well, the truth is, it was actually Scootaloo who wanted to free you.”

Discord’s face was impossible to read, completely devoid of any emotion. He tilted his head and then shrugged. “Scootaloo? Hmm, sorry, not familiar with the name.”

Thistleroot blinked. “What? But, I thought... what about all that stuff that happened ten years ago?”

“Oh please, you expect me to remember ponies from that long ago?” Discord waved a hand in a dismissive gesture. “Well, it’s not important. I was just curious, but I really should be on my way. I have so much chaos to spread. Over a thousand years to make up for.”

“Woah, woah, wait! You can’t just leave! We need—” Thistleroot cut off with a squeak as Discord grabbed him from the back with his paw and lifted him up to eye level.

“Can’t? I’m sorry, I thought you knew who I was, but apparently not.” He put his spread talons on his own chest. “I’m Discord. Spirit of Chaos. I can do whatever I want.”

“Sorry, sorry,” Thistleroot said, cringing away from him.

Discord watched Thistleroot for a few moments before rolling his eyes and setting him back on his hooves. He turned, stepping away and raising his talons to snap once again.

Thistleroot glanced up, steeling himself before saying, “Please, wait. If you don’t mind, please?”

Discord sighed and lowered his arm. “I’m a very busy draconequus.”

“I’m sorry, it’s just, you see, we were sort of hoping you might be able to help us. If you wanted to, of course. The thing is, an old enemy of yours was freed. Nocturne, the first changeling queen. And we knew that you had beaten her before, so we were hoping maybe that you would want to do it again.”

“You know, I did hear something about Nocturne being back,” Discord turned quickly, and Thistleroot took an involuntary step back. “It sounded like a city exploding.”

“Yeah, she did that,” Thistleroot said. “Even if you really don’t remember her, Scootaloo considered you a friend. She believed you could help.”

“Hmm, Scootaloo... Scootaloo... Oh!” Discord snapped his talons and held one up, eyes alight with recognition. Thistleroot perked up. “Unicorn? Blue mane? Cotton candy cutie mark?”

Thistleroot’s ears fell flat. “Oh come on!” Wait, don’t say that, he thought as the words left his mouth. He winced, waiting for some violent reaction to the outburst, but Discord’s face settled back into that expressionless mask. “Sorry, I didn’t mean to be rude,” Thistleroot said, the words rushing together.

Discord didn’t say anything.

“She’s an orange pegasus with purple hair. She talked to you while you were stuck in stone,” Thistleroot said, heart beating a frantic rhythm inside his chest, wondering how much he could say before Discord grew annoyed enough to do Celestia knows what to him. “How many ponies talked to you like that?”

“I wouldn’t know,” Discord said. “I couldn’t see or hear anything while I was imprisoned.” He flipped his paw out in a dismissive gesture. “Bah, this is all a waste of time. I’m going now.”

He couldn’t hear anything when he was stone? Then, Scootaloo was right. Discord hadn’t heard her apology. If that was the case, it was for the best that the spirit of chaos didn’t remember her. He might not have forgiven her after all.

But wait. That didn’t make any sense. If Discord hadn’t heard the apology, how had Day Dream known about it? For that matter, how had Discord known Thistleroot’s name?

Discord was lying about being able to hear them. He had to be.

He turned away once again, talons coming up. One snap and he’d be gone.

Why would Discord lie about being able to hear them? Why would he come talk to Thistleroot rather than Scootaloo? Even if he didn’t remember her, she’d been the one to actually free him.

“You do remember her!” Thistleroot blurted in one last attempt to stop him from leaving. Discord’s talons tightened, but he didn’t complete the snapping motion. “You know who she is. And you heard her apologize. I don’t know when it happened, but I know you remember it.”

Discord turned, eyes narrowed. “And how can you be so sure of that?”

“There was a pony. He used magic to look into your head and went crazy. He thought he was you.”

Discord harrumphed. “As if.”

“I asked him about Scootaloo. He knew who she was, and he knew that she’d apologized. If he knew it, you have to know it too.”

Discord gave an exaggerated sigh. “Fine, yes, I know who Scootaloo is. Very clever, congratulations.” He flung a pawful of confetti into the air over Thistleroot. It drifted down around him as he briefly pondered where Discord had gotten it. “Of course,” Discord continued, “if you know what happened ten years ago, then you should realize that me not remembering Scootaloo is the best thing she could hope for, so maybe not that clever.”

Thistleroot brushed the confetti from his mane as he considered his next words. The fear he’d felt upon first seeing Discord had begun to fade. He was still nervous, still respectful of just how dangerous the creature floating before him could be, but so far Discord’s actions had been fairly tame, compared to the stories. The confetti hadn’t even come with a sound effect.

“Things are getting worse already. I’m not sure how much of it is Nocturne directly stirring up monsters, and how much of it is the monsters taking advantage of Princess Celestia’s absence, but either way we’re doing something, and we freed you because we knew you could help.”

“Sorry,” Discord said, yawning and reclining in mid air, arms crossed under his head, “Not interested.”

“But why not?” Thistleroot asked. “What are you going to do, then? If you go back to spreading chaos, won’t you and Nocturne end up fighting again anyway?”

“Oh, sure, but it’s not like anything will come of it. One fairly solid perk of being an immortal spirit is the immortality. Beside’s it’s not as though—”

“Thistleroot? Are you in here?” Discord cut off mid sentence, glancing back as Scootaloo’s voice came from outside. With a flash, he was gone. Scootaloo pushed through the tent entrance. “There you are.”

“Uh, yep,” Thistleroot said, staring at the spot Discord had just been.

“Apple Bloom wanted me to see if you’d eaten yet,” Scootaloo said.

“Okay, sure thing,” Thistleroot answered. “Hey, so you know how we thought—” Thistleroot trailed off as his tongue suddenly stuck to the roof of his mouth. He tried to work it free for a few seconds while Scootaloo watched him.

“How we thought what?”

“Howh we though Dithord wath thill thone.”

“Uh, what?”

Thistleroot considered for a moment, before shaking his head. “Nothig. Nethur mine.”

Scootaloo just stared at him, so he waved a hoof at her. She seemed to get the message and shrugged before turning and leaving the tent. Thistleroot’s tongue unstuck a few seconds later.

“What was that about?” he asked the empty room.

“What was what about?” Discord asked, sitting in the seat across from him, reading glasses back in place and Trotter’s Tome propped up in front of him.

Discord had lied about remembering Scootaloo. He’d tried to leave the moment Scootaloo was mentioned, and vanished when she’d shown up. He’d appeared before Thistleroot only when he was alone.

The truth snapped into focus in Thistleroot’s mind. “How long after we used the fragment of harmony were you actually free?”

Discord shrugged. “Oh, who knows. After a thousand years in stone the individual minutes start running together anyway.”

If the numbers Sunburst had come up with were even close to accurate, it had worked within minutes, if not immediately. Discord had continued looking like a stone statue for the same reason he’d vanished when Scootaloo showed up. She’d once considered him a friend, and under the right circumstances, could be his friend again.

Discord, the Spirit of Disharmony, was running away.

“I don’t know what she was like when she was younger,” Thistleroot said. “But you know, she’s a pretty great pony. You should go talk to her.”

“Oh please, I’ve got better things to do than to catch up with an old acquaintance.”

“She’s doing really well these days too, considering how many times she’s almost died thanks to you,” Thistleroot said, panic at what Discord could do to him tempered by a growing sense of anger. He leaned back in his seat as Discord looked up from the book.

Thistleroot used his hoof to make invisible tally marks in the air. “There was the time Lirian kidnapped, that other time Lirian kidnapped her, the changeling that pretended to be me while I was kidnapped, yeah, a lot of kidnapping, actually, all because she wanted to be your friend. Because for some reason some of us are stupid enough to try befriending our enemies, even though common sense and any sane pony would tell us it’s a terrible idea, and they’ll just stab you in the back as soon as it’s convenient.”

Thistleroot glanced toward the entrance to the tent, distracted for a moment before Discord answered. Discord tilted his head. “We are still talking about Scootaloo, right?”

“Who else would we be talking about?” Thistleroot shook his head. “I don’t know everything that happened before, but Princess Celestia and Scootaloo told me enough. She was your friend, even if you weren’t hers. I can only imagine what she went through when she realized you were just manipulating her. Not at that age, with everything else she’d gone through. I do know how much it hurts to find out somepony you thought was your friend doesn’t care about you, though.”

“Okay,” Discord said, still sounding bored as he rested his chin on the back of his taloned hand. “What exactly is your point? As I said, I’m Discord. You do know what that word means, don’t you? Am I supposed to feel bad about hurting somepony’s feelings?”

“Would you have avoided her if you didn’t?” Thistleroot asked. Discord was silent. After a few seconds, he turned his attention back to reading. “Was there ever a moment you considered her more than a pawn?” Thistleroot pressed.

Discord sighed and dropped the book.

“Come on,” Thistleroot said, “You can say it. I promise, she won’t hear a word of it from me.” He mimed a locking motion over his mouth.

“Fine,” Discord said, tilting his head side to side, as though trying to work an errant thought loose. “There was, maybe, a second or two here or there. It’s quite lonely being trapped in stone, so having somepony to talk to was better than nothing. So, maybe it prompted me to do a few things I didn’t strictly have to.”

“Like what?” Thistleroot asked.

“Hmm. Well, there was one thing. Rainbow Dash had offered to spend time with Scootaloo, and Scootaloo had accepted. Once she realized she’d have to fly, she changed her mind. A well timed nudge convinced Rainbow Dash to follow and ask why, rather than continue without her, and she offered to teach Scootaloo to fly,” Discord shrugged. “In the end it served to make their falling out more effective, and served my goals, but I suppose in the moment I might have been trying to be nice. You know, it was such a long time ago, who can say, really?”

“You never told me that,” Scootaloo said from the tent entrance. Discord stiffened.

“Oh, was I supposed to mention she was watching us?” Thistleroot asked. “I feel like I should have mentioned she was watching us.”

“Thistleroot, could we have some privacy?” Scootaloo asked.

“Sure.” Thistleroot hopped out of the seat and made his way toward the exit. Scootaloo stopped him with a hoof as he was passing.

“Mimic?” She asked, voice gentle.

His face fell. “She’s with her brother. I doubt we’ll see her again, so let’s just leave it at that.”

Scootaloo hesitated, biting her bottom lip, and then nodded. Thistleroot left the tent. As the flap closed behind him, he heard Discord speak.

“Hello, Scootaloo.”

*****

“Hello, Discord,” Scootaloo answered.

There was silence in the tent. What could she even say, Scootaloo wondered? Long time no see, sorry for trapping you in stone again? By the way, the world is coming to an end, and we could really use your help?

Discord didn’t seem to know any better than she did. Silence dragged on for another few seconds, and then another minute, and then five minutes. She considered moving to one of the chairs, but after standing still for so long, suddenly moving seemed awkward. The only sound in the tent was her own breathing.

“So,” Scootaloo said as the silence finally became unbearable, “long time no see. Uh, sorry for trapping you in stone again.”

Discord arched an eyebrow at that. “Yes well, you already apologized for that.” He glanced away. “And I suppose I’m sorry for letting Chrysalis brainwash your friends, giving you and Spike nightmares, and convincing Princess Luna to steal the Elements of... wait, no. You were fine with that part.”

Scootaloo glanced away, chagrined. “Oh yeah, I forgot about that part. I mean, it made sense at the time.”

“It did. I really did outdo myself that time.”

“Uhm, yeah. I guess...” Scootaloo moved around the table to sit down, now that the initial awkwardness had been broken. Discord didn’t say anything else, and silence fell again. “By the way, the world is coming to an end, and we could really use your help.”

“Oh, it’s hardly coming to an end,” Discord said. “Well, for some ponies, sure, but most of you will survive just fine.”

Scootaloo pursed her lips. “We want to stop it from ending for anypony. To do that, we have to beat Nocturne. The only problem is we don’t know how.” She paused, considering if she should tell him more. Not that it would matter if he knew or not. “The Elements of Harmony were destroyed.”

“Oh, I doubt that,” Discord said. He picked up a golden bound tome on the table in front of him, the same he’d been reading when Scootaloo had peaked inside after hearing his voice. He flipped it open and read, “The law of conservation of magic: magic can not be created or destroyed, only altered from one form to another.”

“Whatever. They were altered then. Altered into useless specks of dust. The point is, we can’t use them on her.”

“Not that they would do much against her,” Discord said.

Scootaloo frowned. “What do you mean? They beat you, and you beat her, right?”

“Yes, but it’s not a matter of pure strength,” Discord said. “Sure, the Elements of Harmony are powerful enough to beat just about anything, and maybe even fight to a standstill against the more powerful eternal spirits, but they only beat me because of all of their annoying symbolism. You of all ponies should know how that worked.”

“Oh, right,” Scootaloo said. Of course the symbolism had been important. It was why he’d needed the Elements of Disharmony. “How did you beat her?”

“The same way the elements beat me. I had a weapon designed to fight her.”

Scootaloo’s ears perked up. There was another weapon? One that worked on Nocturne? If they could find it, would it be enough to even the odds between them? “Discord, my friends and I are going to keep fighting Nocturne. We could really use your help.”

Discord set the book down, looking down in thought.

“Please.”

“Oh, I suppose,” Discord said, hopping out of the seat and floating above the table. “Who knows, it might even be fun. Let’s get started.”

“It’s a little late to do any—” Scootaloo started, but cut off as she saw the look on Discord’s face. The thoughtful, almost sad look he’d been wearing for their entire conversation had been replaced by a gleeful smile as his talons came up.

“Who’s ready for some chaos?” Discord asked, and snapped.

War Council

Flash!

“Gah! Oh, hi again. You two scared—”

Flash!

“What in tarnation?”

“Eeep!”

Flash!

“Huh, wuh, who’s—”

Flash!

Scootaloo’s stomach twisted as she found herself teleported again and again until finally the blinding flashes of light stopped. She waited until she was sure it wouldn’t happen again, and then shook her head and opened her eyes.

She was lying in a heap with her friends at the center of the group of tents serving as the Royal Guard barracks. A few feet away, Shining Armor stood dazed. He looked around, blinking, and his gaze fell on the Draconequus standing at the center of the confused ponies.

“Discord!”

Shining Armor’s horn flared dangerously as he shifted, squaring off against the ancient spirit of chaos.

“Oh, right,” Thistleroot said groggily. “We didn’t tell him what we were trying.”

“Now, now, there’s no need for that,” Discord said, closing the space between himself and Shining Armor with two long strides. Discord licked the finger and thumb of his paw and pinched Shining Armor’s horn. The light from his horn went out with the gentle hiss of an extinguished candle.

“It’s okay,” Scootaloo said. “He’s going to help us.”

Shining Armor turned from Discord to give her a dubious look. “You’re kidding.”

“It’s true,” Discord said. “Cross my heart, hope to fly.” He made a crossing motion over his heart and hopped into the air.

Scootaloo took a quick look around. Apple Bloom, Sweetie Belle, Spike and Thistleroot had all been gathered, along with Shining Armor, Starlight Glimmer, and Sunburst. Sunburst was currently ducking behind Starlight, trying to avoid notice.

More ponies were poking their heads out of the Royal Guard tents. Most saw Discord and immediately withdrew, though a few ventured outside. Among them, Scootaloo recognized Wind Rider, the younger pegasus that had been their first volunteer earlier that day.

“Well, now that we have that cleared up, I declare this war council in session!” Discord disappeared in a flash and reappeared a few feet away, leaving a circular area between Scootaloo and her friends, himself, and the few Royal Guard and Royal Militia members brave or curious enough to stay.

When Discord reappeared, he was wearing a jacket of olive green cloth. Dangling from a breast pocket were several bright medals, and a beret was precariously balanced on his horns. Beside him was a topographical map of Canterlot mountain mounted on a board. Tacked onto the map were photos of Nocturne, Rosalia and Discord, as well as a poster that read:

MISSION OBJECTIVES

1: Go over mission objectives.
2: ????
3: Save Equestria.

“So all in all, it’s very simple,” Discord said, pulling a pointing stick and poking a more or less random part of the map. “Stuff will happen and the good guys somehow win.” He paused, tapping the pointer against one of his horns with a thoughtful expression. “Huh, I guess that sums it all up. Dismissed.”

“Uh, don’t you think you should expand on that second point a bit?” Spike asked.

“Well, maybe,” Discord said. “But if we plan everything now, there’s less opportunity for you ponies to pull out a win from nowhere as you do so infuriatingly often.”

Shining Armor stepped forward. “Okay, just hold on a second.”

Discord looked at him. “Yes?”

“This is just all a lot to take in. Discord’s free all of a sudden,” he looked at Scootaloo as he said that.

“Yeah, sorry. We should have told you before we freed him,” Scootaloo said, glancing away.

“Heh, surprise?” Thistleroot said from beside her.

“But,” Shining Armor said, turning back to Discord, “I guess if you’re actually on our side for right now, then that’s okay.”

“Oh, thank heavens you think so,” Discord said. “I don’t know what I would have done if you’d decided to use the Elements of Harmony to— oh, wait.”

Shining Armor’s expression flattened into one of annoyance. “But with or without your help, we’re not moving without a plan. There’s too much at stake to rely on pulling a win out of nowhere.”

“Oh, alright,” Discord said, rolling his eyes. “I guess the Captain of the Royal Guard thinks he knows something about strategy and planning.” He raised his hands to make air quotes for the last three words.

“I mean...” Thistleroot said, trailing off.

“Alright, el capitán, what’s the plan?” Discord said, snapping his talons. The beret disappeared from his horns and reappeared on Shining Armor’s head.

Shining Armor knocked it off with a swipe of his hoof without batting an eye. “Obviously having Discord on our team puts us in a much better position than before, assuming he can be trusted.” As he spoke he gave Discord a hard look. Discord smiled, and a halo appeared above his head. “But what we’ve been lacking more than anything up to this point is information. Nocturne’s abilities, weaknesses, things like that. What can you tell us?”

The map of Canterlot Mountain changed in a flash to a cartoonish image of Nocturne with colored boxes showing the underlying anatomy of her body, all of which were equally cartoonish.

“The first thing any of you should understand about Nocturne is that she’s not an ordinary changeling queen. She’s more similar to me than she is to Rosalia. She is what we call an eternal spirit.”

“Yeah, we already knew that,” Apple Bloom said. “Eternal spirit of instinct, wasn’t it?”

“Well, well, you ponies have done your homework.” Discord snapped and a square of white paper with a gold star sticker appeared in front of Apple Bloom.

“Gee, thanks,” she said.

“What exactly does that mean,” Sunburst asked, poking out from behind Starlight. “I’ve heard of you being referred to as a spirit of chaos before, but I’ve never heard of Nocturne or any others.”

“Well,” Discord said, before pausing. He snapped again, and his green uniform was replaced by a tweed jacket, tie, and thick round rimmed glasses. “First, an important distinction to make is that I’m not just a spirit of chaos, I am the spirit of chaos. There are some creatures in the world that embody particular abstract concepts, such as chaos, order, love, magic, you get the idea. Most of us have been around much longer than any pony, and either keep to ourselves, or end up imprisoned, which brings me to the most important thing you need to know about her.

“Nocturne is immortal. And I don’t just mean she can take a hit and get back up. As far as I know, the only way for one of the eternal spirits to die is for them to act counter to their nature. For her, that would mean something along the lines of submitting to service of somepony she saw as a lesser creature.”

“That’s not very helpful,” Spike said.

“Not helpful, but important to know,” Shining Armor said. “So, we can’t hope to beat her through brute force, even if we outnumber her. How do we beat her then?”

“When I fought her, I had a weapon, and a prison waiting for her. Unfortunately, making them from scratch is out.”

“Why’s that? You did it once, didn’t you?” Starlight asked.

“Well, not exactly,” Discord said. “Building big, complex, and particularly stable pieces of magic isn’t my specialty. I supplied the magic, but the design of the prison was taken care of by another eternal spirit.”

“Could he help build a new prison?” Sweetie Belle asked.

“He could, if he hadn’t disappeared,” Discord said. “And without Archie, I wouldn’t know where to begin.”

“Archie?” Spike asked under his breath, just loud enough for Scootaloo to hear. “Doesn’t have the same ring to it as Discord or Nocturne, does it?”

“Yeah, I don’t blame him for disappearing,” Thistleroot said.

“Luckily, we don’t need a new prison. I can see from here that the old one is still around,” Discord pointed up toward the stone ring above Canterlot.

“We don’t have the key, though,” Scootaloo said. “They took it after they freed Nocturne. Knowing our luck, Nocturne probably sleeps with it under her pillow.”

“Oh, I doubt that,” Discord said. “Not unless she likes excruciating pain. Which I guess I can’t rule out. To each their own.”

“What do you mean?” Scootaloo asked.

“Oh, nothing, just that some ponies are—”

“Why would the key cause her excruciating pain?” Shining Armor asked, talking over Discord.

“Oh, yes, of course. The key to the prison was designed to serve as a weapon capable of weakening and eventually trapping Nocturne. Rosalia too, for good measure.”

“Is that why Rosalia needed me to carry it for her?” Scootaloo asked.

Discord nodded. “Just touching it drains magic from them, and somepony who knows how to use it could defeat them. Of course, as the only way to defeat her that any of us know about, it’s going to be in the most well guarded room of her palace.”

“I doubt it.”

Scootaloo turned toward the new voice. It had come from the group of Royal Guards.

Wind Rider flushed as every eye turned toward him. “Uh, I just mean, if I were basically invincible except for an item that there’s only one of, I wouldn’t keep in within a hundred miles of myself, let alone inside the same building, right? I’d make sure it was well guarded, but far far away. There’s not that many ponies that can teleport huge distances, so even if someone stole it I’d have plenty of warning before they showed up to use it one me.”

“Hmm, a fair point,” Discord said. He snapped and a shiny gold emblem appeared taped to Wind Rider’s chest. “Congratulations, you’ve just earned yourself a promotion.”

“That’s not how it works,” Shining Armor said, deadpan.

“Uh, I’m not actually a Royal Guard,” Wind Rider said.

“So then, where would she hide it?” Spike asked.

“Someplace far from Night’s End, but where she can still keep it guarded,” Apple Bloom said.

“Isn’t that obvious?” Wind Rider asked. It was, Scootaloo thought with a growing sense of unease. She answered at the same time as him. “The changeling hives.”

“That’s a good theory,” another one of the Royal Militia members said, “but we can’t be sure.”

“Sure we can,” Discord said. “I’ll just ask.”

“Ask? What do ya mean?” Apple Bloom asked, but before she’d finished Discord had vanished in a flash.

“Oh no,” Scootaloo said. “You don’t think he meant...” Who was she kidding? Of course he did.

*****

The windigo howled in its ancient language. Though there was no exact Equestrian translation, Rosalia was able to understand the meaning.

They had no need for a queen. They had survived for over a thousand years without their creator, and they would continue to survive for thousands more. They didn’t need Nocturne.

Nocturne, for her part, sat regally upon her throne, watching the windigo and its two brothers impassively. When it was done, she answered, not through words, but through a howling gale that whipped about her ethereal mane. It was even less of a statement than the windigo had made, not a language of any kind, but a challenge. Nocturne dared the windigos to use more than words, to prove their strength.

The three windigos cowered from the sudden bite of the wind that they had no control over. Rosalia smiled in satisfaction as her lady put them in their place. Even after half the windigo herds, or squalls as the northern ponies called them, had joined, the Windigos living in Black Bear Basin had been particularly prideful, refusing to bow before their creator thrice now.

“As we thought,” Nocturne said. “You speak of survival, but your numbers dwindle. The other creatures speak of you as ghost stories. You have... shown...” Nocturne trailed off. Rosalia followed her gaze and froze.

“Oh, don’t mind me,” Discord said from where he stood to the side of the throne room. “Finish up with your current meeting, I insist.”

Nocturne stared at him for several long seconds before shifting her gaze back toward the windigos. “Begone.”

They wasted no time in scattering to the winds and leaving through the nearest window.

“Oh, it has been too long,” Discord said, walking forward to take their place before the throne. “How have you been?”

A spear of black glass appeared beside Nocturne and hurled itself at him. Without breaking stride, he hopped over the spear. Or, at least his top half did, separating from his bottom with a pop. The spear passed harmlessly between the two halves and shattered against the far wall as Discord’s torso landed and he became whole again.

“What do you want, Discord?” Nocturne asked, unfazed. Naturally, Rosalia thought, the attack had been a token gesture.

“Oh, I was just looking for something. Little stone tablet, about yea big, covered in spells. I set it down on a table about twelve hundred years ago, and what do you know, when I turn back around, it’s gone. You haven’t seen it, have you?”

“You’ve got to be joking,” Rosalia said.

“I have been know to do that from time to time, yes.”

Rosalia could feel the anger rising in her chest and tried to force it down. It wouldn’t do to let her lady see her lose control.

“We heard you’d been imprisoned in stone,” Nocturne said. “How have you come to be free?”

“I actually have you to thank for that,” Discord said. “The ponies thought that of the two of us, I was the lesser risk. A bit insulting, really, but I suppose beggars can’t be choosers. They used a bit of harmony and voila!”

A bit of harmony? Then Mimic had failed.

“You’re wasting your time,” Rosalia said. “You’ll never get your hands on the stone tablet.”

“Is that so? Oh, what a shame, whatever shall I do?” Discord cried out, throwing his head back, one arm draped across his forehead. “Well, I suppose I’ll be going then.” He vanished in a flash.

“Well, we must admit, this was unforeseen,” Nocturne said. “Freeing Discord to fight us. These ponies truly are tenacious.”

“Please don’t sound impressed,” Rosalia said. “They’re fools, nothing more.”

*****

“The stone tablet is in the changeling hives,” Discord said as he appeared with a flash. “Or, if it isn’t it will be soon.”

“They told you where it was?” Scootaloo asked in disbelief.

“Not quite,” Discord said, “but Rosalia did promise that I’ll never get my hands on it. Even if it wasn’t already there, she’ll move it to the hives now that she knows I’m free.”

“What makes ya say that?” Apple Bloom asked.

“Simple, really. I can’t go to the changeling hives,” Discord said. “There was a, oh, let’s just say incident, about eleven hundred years ago. Chrysalis never really forgave me. She found a way to shut down magic near the hives. Even mine.”

“So, to keep you from finding it, she’ll move it someplace she knows your magic doesn’t work,” Shining Armor said.

“Exactly. Of course, that does pose a problem.”

“You can’t just go and grab it,” Shining Armor said. “Wait, when you say the hives shut down magic, does that mean pony magic too?”

“Naturally,” Discord said. “At least overt magic, like unicorn spells. I think pegasus and earth pony magic should be fine.”

Scootaloo nodded, “I was able to fly near the hives. I also bucked some lightning out of a cloud, but I’m not sure how close we were then.”

“Well, it’s better than nothing,” Shining Armor said. “We’ll give them a day to move it, just in case, and in the meantime we need to figure out how to fight or sneak our way through the changelings without magic. Everypony meet back here tomorrow at noon. Until then,” he looked at Discord.

“Oh, right.” Discord snapped and he was back in the uniform. “Dismissed!

The Third Team

Was Discord on their side?

The question burned in Scootaloo’s mind. She was lying under a tree, pillow propped against the trunk. She’d eschewed the tents and crowds, enjoying the cool night and the time alone to think instead.

As guilty as she’d felt for so long, and as much as she was hoping that Discord was honestly on her side, she knew it would be crazy to just accept it. There was a chance that as soon as Nocturne was dealt with, Discord would be back to his old ways.

But no matter how she turned the question over, there was no answer. No way of uncovering the truth, and in some ways, no point. If he wasn’t on their side, then that was it. He was already free, and nothing they could do was going to save them.

The night was quiet. With her thoughts of Discord and the questions keeping her up, she was reminded of her past. Of the silent nights alone at the clubhouse, and of the questionable presence that had kept her company.

She hesitated as a thought struck her. “Discord?” she asked, her voice barely more than a silent breath.

I was wondering if you’d want to talk to me again.

She smiled despite her nerves. “I was just thinking. About before. We used to talk like this every day. I wasn’t sure if you’d be listening this time, though.”

There were no words, but she felt an acknowledgement of the statement, the mental equivalent of a shrug.

She rolled onto her side and unfurled a wing, absentmindedly brushing her mane from her eyes. “I’ve been wondering something. Why are you and Nocturne enemies?"

There was silence for a long time, and Scootaloo wondered if he’d heard her. Finally, he responded. It’s complicated.

“Oh, Celestia, don’t tell me you two dated.”

Discord chuckled. Not that complicated. Before ponies came to Equestria, there were many of us. Many eternal spirits, each embodying some concept. Now there’s two.

“What happened to the others?”

They lost, Discord answered. There were more than a dozen immortal beings, each with their own view on how the world should be shaped. Chaos, a constant shifting from the monotony of yesterday conflicted with the pursuit of understanding everything. The idea that every creature owed its life to the mercy of those stronger than it conflicted with the idea that every creature was inherently equal. Some were imprisoned. That is the simplest way to deal with us. Others weakened and driven into hiding, and some lost interest in the conflict.

When it was all over, chaos reigned over all of Equestria. For about six months. You know the story from there.

“Why do you want to conquer Equestria?” Scootaloo asked.

You know why, Discord said. That’s something I never lied about. I wanted to make a world where anything can happen, where ponies don’t just have to live through the same boring things every day for their entire lives.

“But not everypony wants to live like that,” Scootaloo said.

Clearly, otherwise I wouldn’t have spent over a thousand years as a lawn ornament. Scootaloo got the impression that Discord was yawning. And I think that brings us to the real question you’ve been wanting to ask.

“How do we know you won’t try again once Nocturne’s out of the way?”

You don’t.

Scootaloo shivered at the sudden smugness in his voice. Well, that wasn’t the answer she’d been looking for.

Get some rest. We’re just about done with all of this boring planning, and tomorrow’s going to be busy.

Like she’d be able to sleep now. “Yeah, okay.”

Goodnight, Scootaloo.

“...Goodnight, Discord.”

*****

Morning dawned on Camp Canterlot, and before long Scootaloo and her friends made their way back to the Royal Guard tents.

Scootaloo heard another set of hoofsteps, a bit faster than anypony in the group, and looked over her shoulder. The pegasus from yesterday was trotting along behind them. After a few seconds, he’d caught up and slowed to match their pace. “Uh, hey everypony.”

“Oh, hi there,” Apple Bloom said, turning. “Wind Rider, right?”

“Yes. And I never got any of your names, I don’t think.”

“Ah’m Apple Bloom. Nice to meetcha.”

“I’m Sweetie Belle.”

“Spike. Hi there.”

“I’m Lord Thistleroot, right hoof to Her Royal Highness, Princess Celestia.”

“No he’s not. And I’m Scootaloo.”

“Nice to meet you all,” Wind Rider said. “Though I already knew your name. You’re the one who freed Discord, right?”

“We all decided it was a good idea,” Apple Bloom said, taking a step to the side so that she was between Scootaloo and Sweetie Belle.

“Yeah, it’s not like she was—” Sweetie Belle started, moving as well, but cut off as Scootaloo put a hoof on her and Apple Bloom’s chests and nudged them out of the way.

“Yeah, I freed him. If you’d seen Nocturne with your own eyes, you’d have done it too,” she said flatly.

Wind Rider raised an eyebrow, half turned, and pointed a hoof out toward the ruined Canterlot skyline. “Yes, I’m actually on your side on that, believe it or not.”

“You know, now that I think about it, setting up right next to Canterlot probably wasn’t good for morale,” Spike said said dryly.

“Anyway, I wasn’t trying to judge, I promise.”

“Well, alright then,” Apple Bloom said, giving him a stern look before continuing on her way. Scootaloo gave an apologetic smile and the group followed.

“So, Wind Rider,” Scootaloo said. “That’s an interesting name.”

“Oh, thanks,” he said. “I uh, got it for my birthday?”

Scootaloo rolled her eyes while Thistleroot chuckled beside her. “You know, not to brag or anything, but my sister’s actually a Wonderbolt.”

“Oh, cool,” Wind Rider said, head perking up. He glanced sideways and asked in a quieter voice, “What’s a Wonderbolt?”

“Oh,” Scootaloo said. “I just assumed, because of your name. The Wonderbolts are a team of the fastest pegasi in Equestria. One of them was named Wind Rider, so I thought you were named after him.”

Wind Rider shook his head. “Oh hey, we’re here.”

A little over a hundred ponies had joined the Canterlot Royal Militia, and another thirty Royal Guards had still been around when Shining Armor returned. It looked like most of them were gathered. Scootaloo and the group took a place near the center. Discord spotted her from where he was standing with Shining Armor and appeared beside her in a flash. Most of the ponies near her group backed up, startled by his sudden appearance. Some of them turned to begin moving away, only to stop short when they saw that he was still on their other side talking to Shining Armor at the same time.

“Well, good morning ponies!” Discord said.

“Morning,” Scootaloo answered. “So, how did the planning go?”

“About as well as could be expected, I suppose. They had a bunch of maps and were all talking, I wasn’t paying that much attention except for when they needed to ask me a question. It’s not going to be easy, though.”

“What did you do to get yourself banned from the hives, anyway?” Spike asked.

“Oh, let’s just say that even with my magic, some things are better suited for staying on the ground.”

“That doesn’t actually answer anything,” Spike said, but Discord talked over him.

“Anyway, Shining Armor should be going over the plan here in just a moment.” As he spoke, the other Discord stepped back and Shining Armor moved forward. Silence fell over the gathered ponies.

“I’m glad to see that everypony is still here,” Shining Armor said. “As I’m sure most of you have heard before now, and as all of you can see, Discord has been freed for the purpose of helping us.” There were whispers in the crowd at that statement. Shining Armor let them continue for a few seconds before he cut them off. “Through his help, we have discovered the location of a weapon that can be used to fight against the first changeling queen. We now have a way to protect our homes, our families, our friends, and our princesses.”

More whispers, the energy in the crowd seemed to rise.

“But before we can use it, we must retrieve it from the changeling hives. We have information on how it is guarded, and last night we were able to send pegasus scouts out to it, and we now believe we have the best strategy for doing so.”

“How did ya’ll send scouts?” Apple Bloom asked Discord, keeping her voice down so as to not interrupt Shining Armor. “It’s on the other side of Equestria.”

“Oh, that part was simple,” Discord answered, waving his paw modestly. “I can’t teleport directly to the hives, but I can get us close.”

“Our scouts informed us that there was very little activity near the hives. Given other information we’ve received over the past weeks, we believe the majority of the changelings have joined Nocturne in her castle in the North. We’ll be splitting into three groups for this operation,” Shining Armor said. “The first group will be comprised entirely of pegasi. Using hit and run tactics, their job will be to provoke the changelings into leaving the hive and pursuing them to the second group, which will be waiting outside of the hive’s magical protection. Between my shield spells and Discord’s... whatever it is he does, the first and second groups will be able to stall the changelings long enough for the third group to enter the hives and retrieve the weapon.”

“That sounds a lot like the plan we used at Night’s End,” Sweetie Belle said.

“Let’s just hope it goes better,” Spike added.

“It will,” Discord said. “I know Rosie well enough to know she wouldn’t leave the weapon guarded only by regular changelings. She’ll be there. And since we know that, we can be sure not to send the third group in until she shows herself. Once she does, the hive will be more or less safe, and I get to have some fun with her.”

“Oh, good,” Thistleroot said, edging away from Discord.

“The third group will be comprised of the fastest ponies we can find,” Shining Armor said. “They aren’t going in to fight. Their job is to get in and get out as quickly as possible. I don’t know you ponies well enough to choose members of the team myself, so I need volunteers.”

“I’ll go,” Scootaloo said.

“Quick, everypony, act shocked,” Thistleroot said.

“It’s gonna be awfully dangerous,” Apple Bloom said. “Maybe this is one we should let the trained Royal Guards handle.”

“How many Royal Guards have been inside the changeling hives?” Scootaloo asked, loud enough for everypony to hear. Nopony answered. “That’s what I thought. I’ve been through the hives twice, once when Lirian brought me to the cells, and then again when I escaped. I didn’t do much exploring, but I know the basic layout.”

“We’re not in any position to turn down volunteers,” Shining Armor said. “Anypony else?”

“The rest of us,” Sweetie Belle said.

Shining Armor’s face soured. “This team has to be pegasi only.”

“But ya just said ya weren’t in any position to turn down volunteers.”

“The entrances to the changeling hives are at the top, and if things go poorly you would have to escape in a hurry. I’m sorry, but there’s nothing any of you can bring to the team that a pegasus can’t, and we can’t afford mistakes here. And Spike, I need you close by. Your ability to send messages to the Crystal Empire is too valuable to risk.”

Nopony else from the militia seemed brave enough, but three Royal Guards volunteered.

“Scootaloo, ya can’t really be thinking of going without us, are ya?” Apple Bloom asked.

“I don’t want to,” Scootaloo admitted. “But somepony has to. And I owe Rainbow Dash and the princess too much to not even try.” She turned back to her friends.

Wind Rider, standing behind Thistleroot, averted his gaze quickly, as though he’d been staring at her. The pegasus’s brow was furrowed. After a few seconds, Wind Rider glanced back, saw that she was looking at him, and quickly looked away again. He moved away and into the crowd.

Weird, Scootaloo thought.

Shining Armor had begun moving onto more detailed plans, pulling maps out and explaining the locations and movements of the first two groups.

“Does anypony else think Wind Rider’s a little off?” Scootaloo asked.

“What do ya mean?”

“Well, like how he didn’t know who the Wonderbolts were.”

“That’s not that weird,” Sweetie Belle said.

“Yeah, not everypony is into the same stuff,” Spike said.

“Yeah, but he has the same name as one. Even if it wasn’t on purpose, I can’t be the first pony to have mentioned them to him.”

“He has the same name as a disgraced ex-Wonderbolt,” Thistleroot said. “Maybe it’s an awkward subject for him.” He grinned. “Are you sure you’re not just mad that he didn’t know your famous sister?”

Scootaloo rolled her eyes.

“I’ll volunteer for the third group.” They looked back toward the group to see that Wind Rider had made his way to the front and was now standing with a hoof raised. Shining Armor nodded to him and continued with the briefing.

“See,” Thistleroot said. “He’s just a guy trying to do his part.”

Scootaloo watched Wind Rider turn back into the crowd, shake his head, and march toward the back of the group, shoulder checking a smaller unicorn out of the way.

“You’re worried about nothing.”

Return to the Hives

The buzzing of changelings grew louder in the distance. Apple Bloom shifted uncomfortably as she watched the indistinct shapes darken the horizon.

“We’ll be okay,” Spike said, his voice several octaves higher than usual. “I mean, Twilight and everypony fought like, an army of changelings at her brother’s wedding, and there were six of them. There’s a hundred of us.”

Twenty points of color had become visible against the dark backdrop. The second team, flying as quickly as possible towards them, their job of provoking a counter attack completed.

“Are ya sure they’ll follow all the way out here?” Apple Bloom asked.

Shining Armor nodded, “As sure as we can be. Our plan to lure them outside of their protection is obvious, but if they don’t respond, we’ll just keep hitting them with our fastest pegasi until they do. There’s no point in sitting back when they have enough changelings to take us in a straight fight.”

“The problem being ‘can take us in a fight’,” another pony said shakily.

The pegasi reached the first group and touched down ten yards away, gasping for breath. They moved, some running, others half dragging themselves to join the lines. Shining Armor’s horn flared to life and a dome of red magic sprung up over the group.

Apple Bloom could make out individual changelings now. It would only be a few seconds before they crashed into the shield. She took a deep breath. Beside her, Sweetie Belle did the same.

The first of the changelings struck, engulfed in flames as they hit Shining Armor’s shield with echoing cracks of thunder. The ponies around Apple Bloom moved and gasped, some cowering, others bumping into each other, and some standing straighter or hurling challenges at the changelings, each individual voice lost in a roar of noise.

Another voice called out, this one magically amplified to rise over the crashing of changelings against the barrier and calls of the ponies, “Well, well, I wasn’t sure if you ponies would truly be foolish enough to attack.”

The changelings separated, revealing Queen Rosalia flying at the center, looking down at the ponies. Apple Bloom felt a shiver run down her body at the sight of the changeling queen.

Shining Armor’s horn flared brighter, and a ripple of magic started at the base of the shield, traveling up. Where it passed, the shield glowed brighter, steadier. The strengthening wave met at the top of the sphere and exploded out in a shockwave of light. Changelings fell away from it, shielding their eyes. When the light faded, Shining Armor’s horn went out, but the shield remained.

“There,” Apple Bloom heard him mutter under his breath in the relative quiet that followed. “Tire yourselves out on that for a few minutes.”

“A pointless effort,” Rosalia called down. “It will be shattered as easily as it was ten years ago.”

“Your sister had been draining my magic for weeks back then,” Shining Armor called out.

Rosalia tilted her head. “True, but I wonder how the strength of your shields will fare against me?”

“Oh, I think that’s my cue!” A voice called out from behind Rosalia. Her eyes widened and she turned, eyes scanning the space behind her. Part of the sky rolled up like a window shade, revealing Discord standing behind it.

“Discord!” Roslia snarled. “I should have known you’d come as well.”

“Hmph, nice to see you too,” Discord said, raising his talons and snapping. With a flash, he became a copy of Rosalia. “Or, nice to see you two? Eh?”

There was a long pause in which Apple Bloom could hear some groans from both the ponies and the changelings. Rosalia raised a hoof toward Discord. “Kill him!”

The changelings around her all screamed in answer, launching themselves at Discord in a wave of green fire.

“Why is that always the reaction I get from that joke?” Discord asked before disappearing in a flash and reappearing in his usual form behind Rosalia. “Are we really going to do this? Yes? Fine.” He snapped again and a giant water balloon appeared above Rosalia before bursting on her horn, drenching her. “Tag, you’re it.”

*****

“There it is,” Wind Rider said.

They’d watched the stream of changelings leave the hive only a few minutes ago. Even with the changelings split between the hives, Night’s End, and those currently running free in Equestria, there must have still been hundreds of changelings in the hives. Enough to create a black cloud on the horizon.

Not long after the changelings met the ponies, Shining Armor’s barrier had pulsed with an intense light. It was the signal. Rosalia had shown herself. It was time to move.

“Alright, everypony, remember. We’re not going in to fight a war. Keep moving, and if we’re separated, you all remember the password?”

“For Canterlot and the princesses,” Scootaloo chimed in with the rest of the group.

“Good. Everypony, move,” Biggs ordered. “Come on, Thistleroot.” Without waiting for a reply, the stout pegasus ducked under Thistleroot and effortlessly picked him up. Thistleroot quickly adjusted so that he wouldn’t be in the way of Biggs’s wings, and they took off.

They’d found a hiding spot only about half a mile from the hives, but it was half a mile more than Thistleroot cared to fly. He fought to not scream as they left the ground far below, and the bottom of his stomach with it.

The spire of earth and rock loomed ahead of them. The changeling hive. There was an expanse to land on just outside a cave near the top, just as Scootaloo said there would be. Biggs angled for it, and the rest of the third team followed suit.

Thistleroot hopped off of the older pony’s back as soon as Biggs's hooves hit the dirt.

“Okay, that’s over, it’s all smooth sailing from here,” Thistleroot said, voice threatening to crack.

“You wish,” Wind Rider said.

“Just let a stallion dream, okay?”

Wind Rider rolled his eyes. “So, now that you’re here, can you figure out where the field generator is, or was bringing you here as big a waste as I said it would be?”

“Uh, just a second on that,” Thistleroot said. He focused on his magic, calling up a simple levitation spell. He felt the magic build up as usual, but when he released it into the world, it was whipped away by an outside force.

He was expecting something like the dampening fields used by ponies, a big magical wet blanket that smothered energy, but this was different. This felt like a magnet, or a sponge, sucking the magic away. On the bright side, in the moment before the spell failed, his horn sparked, and those sparks were pulled along in a straight line.

“Down. It’s below us.”

“We’re at the top of the hive. Everything is below us,” Wind Rider said.

“Well then, pretty good chance I’m right. I think I’ll be able to find its general direction, but I can’t account for walls and doors.”

“Then we make our way toward it as best we can,” Biggs said. “At least until we catch a hint of our primary objective.” Biggs turned and started toward the entrance to the hive, moving quickly, but not reaching a full, blind sprint. The rest of the group followed at the same pace.

*****

Scootaloo shivered as she passed the cave entrance, leaving sunlight behind for the dim, green glow of the twisting tunnels. The sudden cool, dank smell of the changeling hives brought an unpleasant wave of memories over her. She kept running, forcing herself to focus on the task at hoof.

The cave was the same one Lirian had dragged her through several weeks earlier, and she’d explained the layout just inside to the rest of the group. Biggs had pulled ahead of the group, his hooves falling heavily with each stride, his breathing growing louder the longer he ran. He passed the mouth of the cave, entering into a four way intersection, and ran headlong into a changeling ambush. Four of them fell from above the cave opening, each engulfed in green fire.

Just as Major Biggs had predicted. Of course the main entrances to the hive would be guarded. Biggs had put on a sudden burst of speed just before passing into the intersection, and the changelings fell just short.

The changelings recovered quickly, rising from the newly cracked stone floor and lining up, horns glowing with changeling fire, ready to blast Biggs. They didn’t hear the rest of the group behind them until it was too late.

Scootaloo rushed the changeling on the far right, wings giving her one last push before she hit it in a full body tackle. It wasn’t the first changeling she’d fought, of course. In Night’s End she’d ambushed another changeling in almost the same way.

Apparently, that changeling had been an amature.

Scootaloo managed to lock her front legs around the changeling’s neck and shoulder, trying to pull it back and unbalance it, but a wave of green light rippled across its body, and suddenly she found herself trying to keep a hold on something much smaller.

The changeling, now an earth pony colt, slipped out from under her hold and shifted to her left, rippling again and becoming a changeling. Its horn flared and she hunched behind her wing and leg.

A bolt of green energy tore her off the changeling. Pain surged through her as she was dashed against the stone floor and rolled. She managed to land right side up and turn, vision swimming into focus in time to see the changeling ready another blast.

Biggs hit it from behind, forcing it down into the ground. It tried to slip away from him as well, but he was ready for the change, using his entire body to bear down on the smaller body.

The three other Royal Guards were doing well against their own changelings, and it seemed like the group would be able to subdue them without much more trouble.

No sooner had Scootaloo thought it than the changeling Biggs was grappling threw its head back, horn reappearing. A bolt of energy surged forward, missing his face by inches as he flinched out of the way. The other changelings tried to do the same, but each of them missed their mark, their spells uselessly smashing into the ceiling. Cracks in the stone above them began spreading, and the changelings sent more bursts of magic upward, missing the Royal Guards and...

Ah, Ponyfeathers, Scootaloo thought as the sound of stone grinding against stone reached her ears.

“Get out of the way!” Wind Rider called. He reared onto his front legs and bucked an unexpecting Thistleroot, sending the unicorn sprawling into the left passage. The Royal Guards caught on a moment later, releasing the changelings and moving as well. The changelings darted toward the hive entrance, away from the ponies the moment they were released.

Dust began falling first, along with a few smaller chunks of stone as the cracks in the ceiling spread. The guards reached Scootaloo and the right passage, and Biggs pushed against her back further. She tried to call to Thistleroot, but she couldn’t hear herself over the sound of grinding, crumbling rock echoing in the tiny space.

Wind Rider had started moving for the Royal Guards, but changed direction once they’d realized the danger, reaching the safety of the passage across from the entrance.

Scootaloo watched as the ceiling gave way. The streams of dirt became a torrential downpour of broken rock. A shockwave of dust and displaced air hit her, sending her sprawling once again, forcing her to cover her snout and eyes. The sound of the cave in shook the floor beneath her, reverberating through her bones.

And then it was over. The dust settled. Scootaloo picked herself up. The ringing in her ears was already beginning to fade.

The intersection had been entirely filled with rocks and dirt.

Scootaloo’s stomach twisted as she staggered forward, thoughts still trying to catch up. “Thistleroot!”

“He’s okay,” one of the Royal Guards said. “I saw Wind Rider kick him out of the way.”

“He’s alone,” Scootaloo said. She dug at the caved in intersection with a hoof twice, but it was clearly hopeless. There was no way they could dig through the cave in. She shook her head and stepped back. “We have to find a way around. We have to find him before more changelings do.”

The Royal Guards looked to Biggs, waiting for his orders. Scootaloo felt heat rise in her chest. “Come on! We need to go.” The Royal Guards waited.

After a moment, Biggs nodded. “We’ve only got one way to go. We’ll see if it loops around. Let’s go.” The Royal Guards nodded and started moving.

“That’s what I said,” Scootaloo mumbled under her breath as she followed.

Fool Me Twice

Thistleroot lay in the settling dust. Several small pieces of rock fell, bouncing off his head one after another, and then everything was still. He coughed and pushed himself up, wincing. His right side was sore from where he’d been bucked. “That’s gonna bruise.”

He was alone in the cave. Behind him lie several tons of rock and dirt, and before him a tunnel that curved to the right out of view, barely illuminated by the green stones that seemed natural to the hives.

“Oh come on,” he said once he’d managed enough of a breath. “We haven’t been here for five minutes!” He stood and looked around the cave again. “Okay. You’re alone, Thistleroot. Yup, alone. Nopony else is here. I mean, obviously that’s what alone means. Just you. In the changeling hives. Alone.”

He stepped forward nervously, and then stepped back. “And you’re talking to yourself. Yeah. Okay, that’s just something you do when you’re nervous. And right now, you’re pretty terrified, so that’s fine. Sure. Uh, but if you keep talking the changelings will probably hear you and they will find you and then they will, uh...” Oh, hey, that’s actually a good point.

Alright, thinking then. Thinking is good. Great, so you got yourself onto the third team and infiltrated the changeling hive. Good work. Great. The next time I have an idea, I’m going to ask Apple Bloom to just buck me in the face. Sweetie Belle. Next time I have an idea, I’m going to ask Sweetie Belle to buck me in the face

If I start walking, I might find somepony, but I might also run into changelings. Okay, yeah. Better just stay here until Scootaloo and Biggs find me. Thistleroot sat back on his haunches. After a few seconds, he stood again. On the other hoof, that was really loud. Changelings might already be making their way here. Okay, moving it is.

He started walking, following the curving passage to the right. His steps felt faster than they should have. It was hard to orient himself with nothing but the cave for reference, but it felt like the floor was at a decline. Spiraling down the main hive shaft, maybe? Scootaloo hadn’t said anything about this path, so it was hard to say.

Thistleroot listened as he walked, trying to catch any sign of the telltale buzzing of wings that would indicate approaching changelings, but all he could hear was his own quick breathing. That was a good sign, right? Unless they were waiting in ambush ahead. Or walking.

“Okay, no need to overthink things,” Thistlerooty said, then winced. Okay, no need to overthink things. Changelings haven’t arrived yet because they went down the central passage to check out the noise. That’s all.

Ahead of him he could see the right wall of the passage curve away, forming a T intersection.

Oh great, just what I need. A decision. Okay, I can do this. If I keep to this path, I’ll get lower into the hives, and maybe come across what we’re looking for. But if it’s guarded, then that doesn’t do me any good.

On the other hoof, if I turn deeper into the center of the hives, I might find a path that connects with everypony else, but I probably have a better chance of running into changelings. And if I wait here, those hoofsteps are going to get closer and I...

Hoofsteps?

Thistleroot’s eyes widened as he realized he could indeed hear hoofsteps drawing closer. One changeling. Maybe two? Coming from the turn to the right.

He looked around desperately, unable to see any hiding spots. He could retreat further back up the tunnel, but it was a dead end. If the changeling was heading in that direction, it was sure to see him.

He swallowed. There was no choice. He had to take the changeling by surprise, and he had to do it here. If he retreated further back and the changeling ended up following him, it would see any attack coming.

He scanned the ground and grabbed a stone the size of his two hooves together. He moved to the corner, reared onto his back hooves with the stone held in his front hooves, and held his breath. His heart was racing in his chest. Each beat seemed like it should have been loud enough to give his presence away, but the changeling kept coming. Just another moment.

Thistleroot closed his eyes, clenched his teeth, realized he couldn’t see, reopened his eyes, and leapt forward. He brought the stone down with the full weight of his entire body behind the blow.

Wind Rider gasped and skipped back, barely avoiding the stone. “Hey, hey, it’s me!”

The rock bounced on the stone floor, and Thistleroot, unbalanced by the sudden lack of its weight, fell onto his back. In one smooth motion he flailed wildly for several seconds before rolling to his hooves.

“Nice one,” Wind Rider said, rolling his eyes. “Real glad you're on our side. Are you done yet?”

“Yeah, I think I’m good,” Thistleroot said, light headed, heart still racing. “Whoo, okay, yeah.”

“Glad I found you,” Wind Rider said, “but we should get moving.”

“Yeah. No, wait,” Thistleroot paused. Now that he had a moment to calm down, a nervous prickling started at the back of his neck. Wind Rider hadn’t tried to confirm his identity. He hadn’t actually even used Thistleroot’s name.

“Yeah,” Thistleroot said again. “Yeah, we should get moving. We have a lot to do. You know, for Canterlot.”

Wind Rider tilted his head. “I guess that’s one way to put it. Oh, right! Uh, and the princesses.”

Oh, okay, Thistleroot thought. It’s really him. Good old Wind Rider... that was having mysterious meetings with Discord and... oh yeah, that.

“Are you just going to sit there, or are we going?” Wind Rider asked, taking a step forward. Thistleroot took a step back without thinking about it, and Wind Rider paused. “What? Did I get the password wrong? Hey, it’s actually me.”

“Heh, yeah, sorry,” Thistleroot said. Okay, you can’t let him know that you saw that. He thinks you believe he’s one of the good guys. Just go with it.

Unless he’s just going to lead you into an ambush. If that’s the case, it would be better to try to knock him out now, before he knows you suspect him.

The rock was still there between them. If he waited until Wind Rider turned around to lead the way, he could grab it. But what if Wind Rider wasn’t actually a bad guy, and the conversation between him and Discord was just some wacky, out of context misunderstanding? Unlikely, but still possible.

Wind Rider shifted his weight back, eyes narrowed. Wait, had Thistleroot looked down at the rock? Yeah, he had. Did Wind Rider guess what he was thinking?

“Thistleroot, what’s wrong with you?” Wind Rider asked, voice sharp.

“Nothing, heh, just, uh, you know how it is.”

“No, I don’t.”

“It’s just, well, I wanted to make sure you were the real Wind Rider. Yeah, that’s it. Like, what if a changeling overheard the password from somepony else, and is using it to surprise me.”

“So, what, you’re just not going to trust me?”

“I mean,” Thistleroot gave a vaguely apologetic hoof wave.

Wind Rider rolled his eyes. “Fine, you’re right. You got me.” He took a step closer, putting a hoof on the rock.

Thistleroot took a step back. “Uh, what do you mean, got you?”

Wind Rider smiled. “I’m an evil changeling. Congrats.”

*****

Scootaloo barely dared to breathe as she leaned against the wall, peeking out around the corner. One of the royal guards had flown up and over the intersection to do the same across from her.

“The cave was entirely blocked. We do not know know if the squad posted there survived, nor if any ponies made it inside. We were just about to send teams to check the outer paths.”

Beyond the intersection, the passage opened up into a large cavern. More passages opened to the left and right, and at the end of the cavern was a large drop off, a vertical shaft that could access multiple floors of the hive. Mimic had led her up through one during their escape. It wasn’t the same one, but the hive seemed to be built around a central crossroads of sort. From what she’d seen of the hive, and where she thought she was on her internal map, she thought she’d probably be able to find her way from there.

Standing in the large open area were five changelings. Four stood together facing the fifth. To Scootaloo’s surprise, the fifth was noticeably different. It was maybe two inches taller than the tallest of the others. Its back was darker and its eyes were more purple than blue. It spoke. “There is no need. I have new orders for you.”

The other changelings perked up, curious.

“We’ve diverted too many forces toward the upper floors. All remaining soldiers are to return to the throne room. If ponies break through, it is there they will look for the key.”

“Shouldn’t we stop the ponies before they get to that close?” One of the changelings asked. The purple-eyed changeling focused its attention on it and the soldier changeling cowered back.

“The key has been moved to the cells. It is well protected. You are to go to the throne room and protect the throne.”

Another of the soldier changelings bowed. “As you command, Overseer.”

The changelings dispersed, the overseer turning back and entering the passage behind him, while the soldiers made their way to the vertical shaft and flew down deeper into the hive.

Scootaloo backed away and the other Royal Guard joined her. A few more steps and they were with Biggs again.

“The tablet we’re looking for seems to be in the cells,” the guard said. “They’re moving most of the guards to the throne room.”

“Scootaloo, do you know your way to the cells?”

“Sort of. If we make our way down, we can probably find the path I took before.”

“Then lead the way. Cloudy—”

“What?” Scootaloo asked. “We can’t go down yet! We haven’t found Thistleroot.”

“Cloudy Showers,” Biggs said, voice stern. “Can you make your way through this level and check the other passages?”

“All the changelings are going to the throne room,” the pegasus that had been listening with Scootaloo said. “Shouldn’t be too hard.”

“Then go. Find Thistleroot and Wind Rider if you can. Catch up with us if possible, find a way out if not.” The pegasus nodded and turned down the left passage, opposite where the overseer had turned.

“I’ll go with him,” Scootaloo said.

“No.”

“But—”

“Scootaloo.” Biggs’s voice was level, not angry but not allowing for any interruptions. “You said yourself that you’re the only pony here that’s been through these hives. We need you to guide us down to the cells.”

“Then let’s find Thistleroot first and all go down together. You promised Shining Armor that you’d get him in and out. We can’t just leave him behind.”

“I have no intention of leaving him behind,” Biggs said sharply, “but we can’t risk failure either. We need you with us, and you need to trust your allies. You can’t do everything yourself.”

Scootaloo wanted to argue. Her friend was alone in the changeling hives, and he was there because of her. But Biggs was right. Every minute they spent in the hives was another minute they could be discovered, and if they failed all of Equestria could pay for it. She remained silent.

“Scootaloo, lead the way. Zephyr, Sunlight Spear, let’s go.”

*****

“You’re right,” Wind Rider said as he tilted his head to look down his snout at Thistleroot. “I’m an evil changeling. I was sent by Rosalia to sabotage your attempts at fighting back. Now that you know that, you can go ahead and stop me.”

He began moving closer, each step slow, deliberate. Thistleroot backed away until he bumped into the back wall. “So, what’s the plan, then?” Wind Rider asked. “Are you going to call for help and attract the changelings? Are you going to fight me without your magic? You’re alone in enemy territory, with no weapons and no magic.” Wind Rider closed the gap between them in an instant, wings flared aggressively. Thistleroot tried to back up further, pressing his side into the wall.

They stood, neither moving for a few second before Wind Rider spoke again. “Do you understand now?” He took a step back. “If I were an enemy, there wouldn’t be anything you could do about it. I wouldn’t need to lead you into a trap or try to gain your trust, so why would I lie?”

Wind Rider turned and started walking away. “Now stop wasting time and let’s go.”

Thistleroot blinked, still leaning into the wall. “Wait, what?"

Wind Rider ignored him and disappeared around the corner.

"You’re actually not evil?”

*****

Thistleroot and Wind Rider were gone. The passages they’d ended up in were empty. There’d been no sign of a struggle at least. It was likely they’d moved further into the hives. With no leads, Cloudy Showers had caught up to Scootaloo and Biggs after only a few minutes, confirming his identity with the password.

Scootaloo wanted to go back and keep looking, but she bit back the request. At this point, they were as likely to find Thistleroot by moving forward as they were going back. She just had to hope for the best.

It soured her stomach to realize there wasn’t more she could do.

The passages of the changeling hive all looked the same, but eventually Scootaloo managed to find a vertical shaft larger than the one before, falling away out of sight. “This is it.”

She led the guards down. Ten levels, then twenty. At the bottom of the shaft was a familiar hall. Scootaloo held up a hoof to her lips and then moved forward. No guards were in the hall outside, but the tablet itself was sure to be protected. Scootaloo crept to the edge of the opening she remembered from her first visit.

The room she’d spent her time as a prisoner in was on the other side, and to her surprise it was empty. Open cells lined the circular room, and there was another passage opposite their current position that she’d never been down.

Standing at the center was a natural stalagmite, and resting on the wide top of the stalagmite was the stone tablet.

“That’s got to be a trap,” Scootaloo whispered.

“Yeah, probably,” Biggs agreed. “I don’t see any changelings. Maybe it’s magic.”

Scootaloo felt around for a loose stone and chucked it into the room. It hit the stalagmite and bounced off. Nothing else happened.

“Maybe it’ll only go off if a pony gets close,” Sunlight Spear said. “Or it’s a tripwire.”

“Well, there’s only one way to find out,” Zephyr said.

“Yep,” Scootaloo said, and then before she could think twice, she bolted into the room, closing the distance to the stone tablet, brushing it with the tip of her wing, and continuing past. She tucked into a roll as she reached the safety of the far passage, shielding her head from any traps she might have sprung.

Her mad dash was met by silence.

The royal guards cautiously entered the room behind her. “Scootaloo, get back over here,” Biggs said. “You’re going to get yourself killed.”

Scootaloo got back up, brushed herself off, and reentered the room. “Hey, Zephyr’s the one who said there was just one way to find out.” She approached the tablet. “No traps though. Maybe it’s a decoy?”

“No, it is very much real,” an echoing voice said in a brisk, businesslike tone behind her. Scootaloo stiffened. “I have no intention of letting it out of my sight.”

*****

Rosalia broke free from the fountain of butterscotch pudding, pushing her wings harder and harder to gain altitude. Her horn glared and green fire poured down toward Discord. He yawned and opened an umbrella to catch the flames.

Once the fire had faded, Discord took a deep breath and blew up into the umbrella. It lifted him higher, carried aloft by his breath until he was above her. He gave it a shake and dozens of hoof sized jawbreakers rained from the inside of the umbrella. They pelted Rosalia like hail until she used a blast of magic to scatter them and tear through the umbrella.

“Must you turn this into a food fight? Fighting you is already undignified as it is.”

“Well, I’m sorry, but I missed breakfast.” Discord caught one of the last jawbreakers and popped it into his mouth, biting down with a loud crunch.

Rosalia readied another blast, but Discord rolled his eyes. “This isn’t nearly as much fun as I remembered.” He vanished, reappearing in front of Rosalia with a giant pillow. Her eyes widened as he swung, smacking her out of the sky with a muted thud. She tumbled head over hooves and bounced into Shining Armor’s shield.

Before she could recover, Shining Armor had appeared standing on the shield beside her. Faster than the changelings could react, his horn flared again, surrounding himself in a second smaller shield, and Rosalia in a third.

Rosalia recovered and slammed into the shield as she poured her magic into it, but the shield held. Discord landed beside them. “Well, I do think that’s checkmate. You just couldn’t have made it interesting, could you?”

Rosalia looked at him, teeth bared in snarl of rage. She turned back to Shining Armor, and then to Discord again.

The anger faded, and Rosalia smiled. She chuckled.

“Hmm, what is it?” Discord asked. “Oh, did you just remember a joke? Do tell, I love jokes.”

“Of a sort,” Rosalia said. “Though I don’t know which one is funnier. The fact that you honestly think you can win,” she turned back to Shining Armor. “Or the fact that you ponies fell for the same trick twice.”

A moment passed as Shining Armor looked around. None of the changelings were attacking them. They weren’t even trying to break through the larger shield.

“What trick?” Discord asked.

“The same one we pulled at your gala,” Rosalia said.

The gala? Shining Armor’s stomach lurched. “No. No, no no.”

Rosalia sat back, and with a flash of green light she became a smaller, purple-eyed changeling. “Do what you will to me, pony. We win.”

Conceited and Unseated

The distraction plan had apparently worked better than they could have hoped. The hive was nearly empty, and Thistleroot and Wind Rider only had to hide once as a group of changelings passed by.

Wind Rider had taken the lead, choosing paths that took them deeper and deeper into the hives. Despite the pegasus's early points, Thistleroot couldn’t help but feel nervous as each step took the two of them further from the last place they’d seen their allies.

Eventually the hall opened into a large antechamber. Beyond the next archway, Thistleroot could just make out an eerie green glow, one brighter than the ambient light of the tunnels.

Wind Rider edged closer and peered into the door. “It’s the throne room.”

“How did you know where it was?” Thistleroot asked.

“Don’t start that again,” Wind Rider said. Thistleroot gave him a skeptical look and he sighed. “Really? I’m a pegasus. I’ve got a good sense of direction. I just made my way toward the center of the hive. I wasn’t even looking for this room specifically.”

“Alright,” Thistleroot said. “Are there any changelings in there?”

“Not that I can see, but the ceiling’s pretty high. I wouldn’t be surprised if they’re up there, waiting. Do your magic thing.”

Thistleroot reached for his magic, focusing on a nearby pebble and trying to flick it at Wind Rider’s head. The magic poured from his horn and whipped away toward the throne room. He peeked around the door. The sparks vanished after moving a few feet, but they were definitely heading toward the center of the room.

Thistleroot swallowed. Wind Rider hadn’t been joking, the throne room was huge. Dozens of tunnels all seemed to lead toward it from every direction, most just opening into the air. There were countless places that changelings could be lying in wait.

“Guess you don’t need to worry about safety regulations when every member of your species can fly,” Thistleroot said, nodding toward the higher tunnels. “Not a guard rail to be seen, huh?”

Wind Rider rolled his eyes.

Thistleroot’s gaze drifted back toward the center of the room. A huge, twisted black throne stood raised at the center, carved from a black stone that didn’t quite match the rest of the room. “You think they hid the anti-magic field generator under the throne?”

“Or maybe it is the throne. Why else make it out of a different material?”

“Well, it does look pretty cool,” Thistleroot said, but even as he spoke he began noticing details he’d missed before. The base of the throne was carved into six stone roots perpendicular to the ground, spaced evenly around it. The roots disappeared into the soil, and then reemerged several feet later as large spikes curving back inward. It wasn’t exactly what he was used to, but he could imagine the forces at play under such a design. “Yeah, maybe. I think you might be right.”

“So, let’s smash it and send off a signal,” Wind Rider said. Thistleroot nodded and patted his bag, reassuring himself he still had the fireworks Discord had given them.

Wind Rider and Thistleroot stepped into the throne room, and were met with a hiss.

“That was fast,” Wind Rider said.

“Yeah, they—” Thistleroot cut off as Wind Rider shoved him aside. A changeling slammed into the ground where he’d been standing, flaming horn tearing a furrow in the ground and leaving a small crater.

Wind Rider was already moving again, turning and bucking the changeling aside as two more landed on either side of them. The three changelings shifted, focusing their attention on Wind Rider as the obviously more dangerous pony.

Thistleroot managed to keep on his hooves during the initial attack and was already racing toward the throne. “Just keep them busy for a few minutes.”

“Oh sure, no problem!” Wind Rider called, rolling out of the way of a blast and taking to the air. The changelings followed.

As Thistleroot passed the ring of inward facing spikes, he could feel the anti-magic field on his coat, like a gentle current drifting toward the throne. There didn’t seem to be any magic script or runes on the throne at all. It was more likely that the field was caused by the material itself, and then spread out by the structure.

If that were the case, then Thistleroot was confident it could be broken. The field could be rendered into many smaller fields, no longer aligned with and reinforcing each other.

He glanced back at Wind Rider. The pegasus was on the defensive, flying around columns and doing everything he could to keep one changeling between himself and the other two. He was doing well, but he wouldn’t be able to beat the changelings like that. He was buying time, nothing more.

Thistleroot set his pack aside and opened it. He pulled out the rock he’d almost bludgeoned Wind Rider with. “Ha, I knew this would come in handy.”

He turned back to the throne. “Okay, good news, bad news,” Thistleroot said to himself. “Good news, the nature of the throne seems to render it unenchantable by conventional means. It doesn’t seem to be warded from damage. Bad news.” He took the rock in both hooves, lifted it over his head and brought it down with all his strength.

The rock slammed into the side of the throne and sent several ships of black stone flying. “Bad news, it’s still a giant rock, and Mr. Universe I am not.”

“How’s it going over there?” Thistleroot turned back to see Wind Rider flying in a serpentine pattern as the changelings bombarded him from above, smashing tiny craters in the ground as they landed.

“Oh, just great,” Thistleroot mumbled, turning back. “It’d be better if I could do that whole death from above crater thing. Stupid changelings.” He paused, his eyes widened, and his mouth curved up into a smile. “It’s going great,” he called out. “I just need to take one more swing and I can disable the antimagic field. Keep them from blasting me in the next three seconds and we win!”

Wind Rider faltered, nearly coming to a stop, and arched an eyebrow, “Really?”

The changelings had also faltered, turning toward Thistleroot, eyes going wide. Their horns flared with fire and they began to charge him, Wind Rider forgotten.

“Oh no, hellllp!” Thistleroot called, tossing the rock aside. He gulped as the changelings closed on him, faster than he could ever hope to move. Luckily, he was moving a much shorter distance.

He jumped sideways off the base of the throne and rolled down the decline. He heard three deafening crashes from where he’d been standing, and when the world stopped spinning, he forced himself up to admire his handiwork.

The top two thirds of the throne had been smashed and scattered. The changelings were pushing themselves up, shaking their heads. One looked down at the throne, eyes widened, and then hopped away.

Wind Rider walked up beside Thistleroot, an almost pained expression on his face, “I want to say ‘I can’t believe that worked’, but I really, honestly can. Let’s get out of here before these morons get moving again.”

“Yeah. Heh, I guess she wasn’t kidding about them being stupid.”

“Yes. Speaking of, you’ve got some nerve, thinking I’m a bad guy when you’re friends with a changeling,” Wind Rider said.

“Not friends,” Thistleroot said, voice a bit more sharp than he’d meant. “Oh, wait. I need the bag. It’s got the fireworks.”

The changeling that had already recovered looked over at him. Its horn glowed, and it launched a lance of fire at the base of the ruined throne. The fire struck the bag and sent it flying. It landed a dozen feet away, burning.

“Oops, sorry,” the changeling said.

Thistleroot blinked. Huh. I guess it had been going too well.

“Uh, Thistleroot,” Wind Rider said.

“Yeah. Uh, give me a second, still processing.”

“No, look.” Wind Rider pointed up toward the ceiling. Thistleroot looked and blinked.

“Oh, look at that. When did they all get here?”

Dozens of changelings looked down at them from the various tunnels above them, some hissing in outrage, others staring in shock at the ruined throne.

“They destroyed the queen’s throne!” The changeling called out. “They smashed it to pieces with their bare hooves!”

“There was nothing we could do to stop them!” Another of the changelings said, standing up from the rubble of the throne and brushing throne dust from his carapace.

“Make them pay!” The third changeling said.

The flames engulfing Thistleroot’s bag had changed from green to an incandescent pink, and above the hissing changelings, Thistleroot swore he could hear some kind of bubbly laughter.

“Wind Rider.”

“Yes?”

“I think we should run.”

*****

“No, it is very much real,” Rosalia said as she stepped into sight. “I have no intention of letting it out of my sight.”

Scootaloo stiffened, turning toward the changeling queen and taking a step back.

Rosalia chuckled. “Did you really think such a simple deception would work? The Rosalia out there is a changeling. An overseer, actually. Not ideal trading such a valuable changeling, but Lirian tried to use an infiltrator at the gala and he was begging for mercy after mere seconds. I learn from the mistakes of others.”

Rosalia moved forward into the room. The Royal Guards did the same, coming to a stop behind Scootaloo.

“I have to say, I’m glad you chose to come yourself,” Rosalia said.

“Oh yeah, why’s that?”

“You really don’t understand?” Rosalia shook her head. “You played your part, like a good little pawn, and for that you were given your life. Yet, you still insist on coming back again and again. The fact that you’re still alive, even though you’ve long outlived your use is insulting. Embarrassing, even. I am the right hoof of the greatest being to ever live. I have orchestrated wars between species, rid the world of the alicorn princesses, and I can’t do away with one tiny, insignificant pony?”

Scootaloo swallowed and glanced back at the entrance behind them, some forty feet away. She’d tried to outfly a changeling queen before. It might as well have been miles.

The tablet was within reach, but even if it was possible for her to use it as a weapon, she’d only have a moment to figure it out, and she doubted she was supposed to smack the changeling queen with it. Once she grabbed it, Rosalia would attack.

“And besides,” Rosalia continued, “even if I were willing to forgive that, you released Discord twice now. The first set the final steps of my plans back by a decade, and now the second is a desperate attempt to ruin everything I’ve worked for all these years. That cannot be forgiven.”

“How did that ruin your plans? He was free for a day last time.”

Rosalia smiled a humorous smile. “It is infuriating just how much trouble you ponies cause while knowing so little. I spent years pushing the changelings toward invading, trying to convince my older sister to attack. Finally she was desperate enough. Things were finally in motion, but she got herself banished to the moon trying to help you and Discord, and Lirian wouldn’t move against the ponies until she’d consolidated her power.”

Scootaloo frowned and glanced to her left. At the side of the room was the cell she’d been trapped in during her last visit to the changeling hives.

“The last time I was here, another changeling talked to me. He told me that Chrysalis asked for help from Celestia before attacking. I thought it was a lie Chrysalis told them to justify their actions, but it wasn’t was it?”

Real anger flashed across Rosalia’s face. “No. My fool of a sister, after a thousand years of trying to rule the changelings on her own, having forsaken our creator, she had a moment of weakness. She forgot her pride. The message was easy to intercept. And of course I had to warn the ponies of an impending attack so that they would prepare their defenses, an insult that wasn’t lost on Chrysalis. It’s the little touches, I’ve always found, that can give someone that final push. Now then, I’ve played your game. I’ve let you buy time, and the cavalry is nowhere to be seen.” She started forward again.

“Go,” Biggs whispered. “Take the tablet and fly. You’re the fastest out of all of us. We’ll hold her off as long as we can.”

“She’ll kill you,” Scootaloo said.

“We knew that was a possibility from the moment we accepted this mission,” Biggs said. Scootaloo looked back at him, hardly able to comprehend what he was saying. Zephyr, Sunlight Spear, and Cloudy Showers all nodded.

“We are the Canterlot Royal Guard. It is our duty to protect the ponies of Equestria, and our princesses.” He paused, and stepped around Scootaloo, putting himself between her and the changeling queen. “What’s more, I still haven’t forgotten my own orders, the last command Princess Celestia gave me, even before the gala. Keeping you safe. I failed then, but not today. Go.”

Rosalia tilted her head to look around him. She was less than twenty feet away now. “If you go, I will kill them, and then I will catch you anyway. Surrender, make this easier, and only you have to die.”

“She’s lying,” Biggs said. “Take the tablet and go. You’re fast. You can escape.”

Rosalia smiled, and her horn began to glow with a pink light. “If you believe that, then go. Leave your allies to die. Betray them. It’s what you’re good at, isn’t it?”

Something snapped in Scootaloo at those words. Something began bubbling up at the pit of her stomach. Before, those words might have hurt Scootaloo. Now, they only made her angry. Angry at this changeling queen that had manipulated her every step of the way. Mad that she was still trying to push her, even now. The feeling that rose up in Scootaloo wasn’t rage, however. It wasn’t fear.
Rosalia was behind everything that had happened to her since coming to Canterlot. Not Nocturne. Rosalia. And now the changeling queen was smiling, pleased at the prospect of killing her and the ponies who were willing to die to protect their homes. How could anypony be so twisted? So evil?

The feeling that rose up in Scootaloo wasn’t outrage. It wasn’t bravery, or confidence. It was pure, unbending stubbornness. She was done being Rosalia’s pawn.

“You’re not as fast as Lirian,” she said.

Rosalia tilted her head. “What?”

“You took us by surprise, but I saw you fight. I saw Lirian fight Princess Celestia twice. She was faster than you.” Scootaloo shifted closer to the tablet. “Probably all those years spent pretending to be a pony, sitting behind desks, practicing your magic. You’re an egghead. You’re not faster than me.

“You know I’m right. You wouldn’t bother talking, otherwise. You know if I try to help everypony get away, we won’t stand a chance. Or if I give up so you’ll spare them, you win.”

“Are you willing to bet your life on this?” Rosalia asked.

“You’re going to kill me, so I might as well.” Scootaloo edged toward the tablet. “If you take the time to kill my friends like you’re threatening to, you’ll never catch me. You don’t care about them, anyway.” Scootaloo gave her the best cocky grin she could muster. “Are you willing to risk losing the tablet just to spite me?” And then she moved, grabbing the stone tablet and charging, not away, but towards Rosalia.

Rosalia sent a wide burst of fire toward them. Scootaloo leapt, transferring the tablet from beneath her wing to her hooves and flew over the fire.

The Royal Guards were already moving, too. They were slower than Scootaloo and Rosalia, but they’d been ready for the attack, and backed away before the fire could reach them. Scootaloo put on a burst of speed, drawing even with Rosalia.

Time slowed, the next second drawing out to an eternity. If Rosalia pressed the attack against the Royal Guards, Scootaloo would escape, but she would have thrown their lives away. She’d made a huge wager, hoping, praying that Rosalia would care more about the weapon than the guards.

Rosalia turned toward Scootaloo, horn glowing.

Scootaloo felt the beginnings of a spell around her, but she was already moving too fast. The spell took form behind her and fizzled to nothing. Rosalia leapt after her, wings spread, and gave chase.

A Wonderbolt's Legacy

The world exploded.

That was the only description Thistleroot could come up with as he was thrown backwards from the throne room by the wave of light and noise as the saddlebag full of Discord-enhanced, Pinkie Pie-made fireworks detonated.

Streamers of sparks and smoke shot across the room, bouncing off the walls and the closest charging changelings. Balls of white fire rocketed across the floor and exploded into smaller fireworks that exploded again, each one alone filling up nearly half the throne room, stacking up on each other a dozen times over. Changelings hissed in pain and surprise as they were barraged by tiny meteors flying in every direction.

At the center of the explosions, something bigger was taking shape, the sparks of the fireworks not flying erratically, but holding in mid air, gathering together into the shape of a giant, grinning pink head.

A hoof caught under Thistleroot’s leg and hoisted him up. Wind Rider gave him a shove and they were moving back through the antechamber. The light shining in from the throne room intensified, as though the room contained a miniature sun.

Wind Rider grabbed Thistleroot around the midsection and took flight, rocketing up one of the vertical shafts.

A moment later an unfamiliar voice called out from the throne room behind them, magnified a thousand-fold, “Happy Summer Sun Celebration, Ponyville!”

The walls on either side of them reverberated with the sound of a massive explosion and smaller stones shook loose, pelting them as they flew higher. A wave of dust and air, colored pink in the light of the explosion, blew past them, knocking them sideways and throwing them out of the shaft. They hit the ground and rolled to a stop.

More pink, blue, and yellow rockets streamed past them, bursting on the cave walls around them. Finally, the vibrating of the changeling hives stopped. The last of the rockets sputtered out, and the dust settled.

“Well,” Thistleroot coughed, standing again. “That was horrifying.”

Wind Rider nodded, brushing dust from his mane. “It’s pink. How is the dirt still pink?”

“Maybe some questions are better left unanswered. Come on, we need to go.”

“You don’t think those changelings are still going to be after us, do you?”

Thistleroot shook his head. “Those fireworks went off inside. Nopony would have seen them. We need to get to the first group as soon as possible and let them know the throne was destroyed.”

“Right,” Wind Rider said. “Okay, let’s go. I think I know how to get out from here.”

*****

Scootaloo hit the ground running. A moment later a lance of pink fire seared the air above her. She hit the hall outside and banked, kicking off the far wall to make the turn without slowing down. She launched back into the air and flew up the central shaft.

Even without a gala dress to weigh her down, Rosalia was right behind her. Scootaloo heard the hiss of fire and banked again, leaving the shaft for one of the side passages just before the magic could scorch her.

She dodged around a natural column and banked again, down another passage. A moment later the column shattered in a pink flash.

This was nothing, Scootaloo told herself as she ran, jumped, and flew. She was the sister of Rainbow Dash, fastest filly flier in Equestria. She wasn’t going to lose this race.

Another turn took her out of the line of fire as the corner of an intersection exploded.

A straight path would let her build up speed, but at least Rosalia wouldn’t be able to hit her in these tunnels. That was fine, obstacle courses were nothing, Scootaloo told herself. She’d been training with one of the Wonderbolts for ten years. She could fly this in her sleep.

A spark of energy raced past her, and suddenly Rosalia was in front of her, legs outstretched, horn glowing. Scootaloo ducked her shoulders and barely slipped by the changeling queen, never slowing. A lance of pink fire tore through the ground behind her as she went, and she could smell burnt hair as a few inches of her tail were caught in the blast.

The hive walls around her shook and the sounds of an explosion echoed through the tunnels toward her. A group of changelings staggered into the tunnel, coughing, their short black manes and tails burning with pink fire. Scootaloo jumped as one turned toward her, eyes widening in surprise. She landed with her rear hooves on its side and pushed off, sending it sprawling as she rocketed down the hall it had come from.

She flew up another vertical shaft. She could make out a pale, white light at the top and pushed herself to fly faster. A moment later she passed through the exit and into the open air. She pumped her wings furiously, racing away from the hive, the stone tablet clutched to her chest.

A bolt of Rosalia’s magic struck Scootaloo from behind and sent her spinning. She flailed for a wild second before righting herself and climbing again, looking back, eyes wide, breathing ragged.

Rosalia launched another bolt of energy at her. It flashed across the space between them faster than the bursts of fire she’d been using and Scootaloo barely managed to roll back out of the way. She spun and started flying again.

She glanced back over her shoulder. Rosalia launched a flurry of bolts toward her, and she veered to her right to avoid them. Rosalia disappeared in a flash. A spark of energy flickered between them and then she was above Scootaloo, pouring fire down toward her.

Scootaloo pushed herself down, letting gravity help her escape, and then leveled out. She had to fly faster. She was beginning to understand the changeling queen’s attacks. The faster bolts were harder to dodge, but didn’t carry as much energy, while the slower, more dangerous attacks were easier to dodge.

Sure enough, Rosalia launched a salvo of faster bolts as Scootaloo opened distance between them. Scootaloo managed to fold her wings close and slip between two of them as they passed. Ahead of her, she could see the mass of changelings on the horizon, and Shining Armor’s shield below them. If she could get close enough for Discord to notice her, if she could get past the range of the anti-magic field, they would win.

“It seems you were right.” Rosalia’s magically amplified voice reached her, distorted by the wind and the speed they were travelling at. “You are faster than me. But what will this victory cost you?”

Scootaloo gritted her teeth and kept flying, ignoring Rosalia. She wouldn’t fall for it, whatever the changeling queen was trying to pull.

She glanced back, ready to evade the next attack, but Rosalia was no longer chasing her, or even looking at her. The changeling queen was facing the hives. In the distance there was a speck of color against the darkening sky. Dark blue and white. A familiar shade of blue.

Rosalia turned back to Scootaloo, smiled, and then started flying away.

Scootaloo slowed. The shapes in the distance could only be Thistleroot and one of the Royal Guards. Or a changeling pretending to be them, trying to draw her in again, though she couldn’t imagine even Rosalia would have known to set up such a ruse.

Scootaloo had won. She had the tablet and she’d escaped. Besides, she had no hope of beating Rosalia, even if she did turn back. The smart thing to do would be to leave. Rosalia was trying to lure her back in. She’d have to be an idiot to turn back now.

One of her friends was in danger.

She turned and chased after Rosalia.

The changeling queen already had a huge lead on her. She pushed every ounce of energy she had into moving her wings, her attention focused on the changeling queen, waiting for Rosalia to turn on her once more.

The forms took shape in the distance. One was indeed Thistleroot, but the pony he was clutching for dear life wasn’t Biggs or another Royal Guard, it was Wind Rider. They were flying East, just beginning to curve to the North. Neither of them saw the changeling queen closing the distance, flying thirty feet higher than them.

Scootaloo realized with dawning horror that she wasn’t going to make it in time. Rosalia’s horn was glowing, and she was already slowing. She was within a hundred feet of Thistleroot and Wind Rider, taking aim.

Scootaloo pushed herself even harder, and a familiar resistance began to build up around her. The air itself was pushing back against her, compressing into a mach cone. She strained against that resistance, pouring every bit of pegasus magic should could muster into her wings. She had to fly faster!

It still wasn’t going to be enough. Rosalia’s horn flared with light and a lance of pink fire cascaded toward the oblivious ponies.

Scootaloo’s wings and lungs were burning with the strain. The fire arced ahead of her. The sound of it must have alerted them. Thistleroot and Wind Rider turned back in unison, eyes going wide as the fire bore down on them.

Scootaloo felt the horrible sensation of the air around her pushing back, the same sensation she’d felt a hundred times after a hundred failures, and she threw herself at it even harder. She was not going to let her friend get hurt.

That thought crystallized in her mind as a single, impossibly bright spark of confidence that blazed through her body. In her mind, she saw them all together again, the cutie mark crusaders: her, Apple Bloom, and Sweetie Belle. She saw Spike, and then Thistleroot and Mimic. They were her friends, and she was never going to let Rosalia take them away.

The resistance fell away from her and without it she was launched forward, faster than she’d ever managed before. She could feel the heat of Rosalia’s spell on her back. She extended one leg, the other still holding the tablet, and caught Thistleroot and Wind Rider by their midsections.

Rosalia’s spell passed behind them, and within moments she had opened hundreds of feet between them and the queen. She coasted to a stop, breathing ragged, and let go of them. Wind Rider managed to catch himself, Thistleroot still clinging to his back.

“Are you two okay?” Scootaloo asked.

Thistleroot nodded, his mane pulled straight back, eyes wide.

“Yes,” Wind Rider said, turning and getting his bearings. “Uh, what was that?” He tilted his head, looking back the way they came. “What is that?”

Scootaloo looked back.

Concentric rings of orange and purple light were spreading out for a hundred feet in any direction from where she’d caught Thistleroot and Wind Rider. At the center of the rings was a faint rainbow-colored sunburst.

Scootaloo grinned. “A family trick.”

“Wa-watch out!” Thistleroot finally managed.

Wind Rider rolled his eyes and flicked him with one wing. “A little slow, Thistleroot.” He turned back, still grinning, and his eyes widened. He dove out of the way as a bolt of pink energy passed where they’d been a moment earlier.

Rosalia came to a stop above them, mane twisted and wild, eyes burning with a cold fury. “Unexpected, but ultimately pointless. You can’t get away while dragging them, and they aren’t able to escape on their own. Even if you could, you must be exhausted by now.”

“Is anypony else thinking what I’m thinking?” Thistleroot asked.

“Probably not,” Wind Rider said.

“I was just thinking, it wasn’t a firework, but that big—”

Rosalia’s horn flared and a cone of fire washed toward them, wide enough that Scootaloo couldn’t have hoped to dodge it after how much she’d pushed herself, let alone get the others out of the way.

The world twisted around her and the fire passed several feet to her right. A long, brown-furred arm ending in talons came into view, holding a wooden stick to the fire as it passed. It pulled back, and on the end of the stick was a perfectly toasted marshmallow.

She turned and Discord gave her a smile and a wave. Beside him, Wind Rider and Thistleroot hovered, unharmed.

Discord handed her the stick with the marshmallow and patted her head. “Here, you’ve earned this.”

“Discord!” Rosalia called, the controlled anger she’d worn earlier now replaced by undisguised hatred.

“Yes, hello, nice to see you too, Rosie!” Discord waved. “Wonderful weather we’re having, isn’t it?”

Rosalia’s horn flared once more. “I’ll— I’ll—”

“Red light,” Discord said, holding up his hand, palms out. He turned back, bent down, and plucked the stone tablet from Scootaloo’s hooves. Once he’d straightened out again he nodded. “Okay, green light.”

Fire danced along Rosalia’s horn, and the anger and hatred in her expression hadn’t diminished, but her gaze flicked down to the tablet and she pulled back. “Don’t think this is over.” A sphere of pink light flashed around her and she was gone.

A moment passed in silence before Wind Rider spoke. “Did... did we just win?”

Celebrations

Discord snapped his fingers and suddenly they were surrounded by other ponies.

“Scootaloo! You’re okay!” Scootaloo looked around just in time to see Apple Bloom throw her front legs around her neck.

“We saw that signal,” Sweetie Belle said. “We didn’t know you could do a sonic rainboom!”

“Yeah, neither did I,” Scootaloo said, hugging Apple Bloom back. She looked back to Discord. “Biggs and the other Royal Guards are still in the hives.”

“What do I look like, a magical taxi service?” Scootaloo scowled at him and he sighed. “Oh, all right.” He snapped his fingers and turned a bright yellow with a white and black checkerboard belt. He vanished and reappeared a moment later with four confused Royal Guards.

There was a cracking sound, and Scootaloo looked up to see Shining Armor’s barrier spell beginning to fail.

“Everypony, please make sure your seat backs and tray tables are in their full upright position. Make sure your seat belt is securely fastened and all carry-on luggage is stowed underneath the seat in front of you or in the overhead bins. Thank you.” He snapped once more and the world went white.

Scootaloo blinked back tears. After a few seconds, the Royal Guard tents of Camp Canterlot swam into view.

“Fillies and gentlecolts, welcome to Canterlot. The local time is currently six forty-eight and the temperature is seventy-one degrees. Thank you for flying air-Discord.” There were a few seconds of confused silence before Discord rolled his eyes. “Oh, go on, everypony. Mission’s over, we won. Go celebrate.”

There were a few cheers from the Royal Guards and militia members, but for the most part they began wandering off in smaller groups, still confused by the abrupt return to Canterlot.

“Hmph, makes you wonder why we even needed them,” Discord said.

“No, we wouldn’t have stood a chance if the changelings hadn’t left the hive,” Biggs said. He turned to Scootaloo.

“I’m sorry,” Scootaloo said. “I didn’t want to leave you guys, but it was the only thing I could think of. I knew she wanted to stop me from getting away, but I risked your lives. I’m so sorry.”

Biggs had held a hoof up before she’d finished. “Don’t. You did great, although if you were an actual soldier, we’d be having words about following orders right about now.”

Scootaloo chuckled and looked away, chagrined.

Discord turned to Shining Armor and held up the tablet. “Well, we have the weapon, so I’d say this whole ordeal was a rousing success. This calls for a celebration! Leave everything to me.” He snapped his fingers before Shining Armor could answer and vanished. He reappeared in a flash a moment later. “Scootaloo, why don’t you help me decorate?” Before she could answer there was a third flash and the two of them were just outside Camp Canterlot.

“Hmm, I suppose I should put this somewhere safe.” Discord lifted the stone tablet with one hand and made a grasping motion with the other. The air distorted and a hole appeared where he grabbed. Scootaloo could just make out a twisting purple space beyond the hole. Discord dropped the tablet inside and let go. The air snapped back into place and the hole vanished. “There. So, what kind of celebration should we set up for? Oh, how about Hawaiian? Tiki torches and roasted pineapple!”

As he spoke the area around them filled with torches and lanterns with faces carved into them. The ground beneath them turned into soft sand and several bonfires sparked to life.

“Uh, Discord, now’s really not the time...” She trailed off as something Thistleroot said came back to her. This is serious. That’s what makes it the perfect time for jokes. “Ah, never mind. How about some punch tables over there?”

“Done. Oh, here’s an idea!”

They spent the next half hour coming up with more and more things to add, until finally Scootaloo vetoed putting a live volcano in the middle of the camp.

She didn’t know when Discord had sent out messages, but shortly after that ponies started arriving, most of them surprised to find a beach on the edge of camp, complete with palm trees and a sizeable lake.

Scootaloo watched the first ponies to arrive as their curiosity turned into interest, and the smell of food pulled them further onto the newly made beach. “Thanks, by the way. You saved my life today.”

“Well, sure. What are friends for, right?” Discord said, shrugging.

Scootaloo hesitated. “We’re friends then? Even after everything that happened?”

There was a long silence between them before Discord said anything. He turned to look out over the water, and when he did speak he didn’t look at her. She turned to look out at the water as well. “You know,” he said, his voice lacking its usual bravado, “ I never had a friend before.”

Scootaloo looked at him, unsure what to say.

“Of course, I never cared about friendship. Why should I? I’m Discord, the master of chaos. I can do whatever I want. And all those months of talking to you, planning and pushing you to free me, I suppose I took a liking to you. I meant it when I offered to send the changelings away and let you rule Equestria. But I never considered you a friend. And when I was turned back into stone, I was so angry. But after a few months, once I’d calmed down, I realized that I actually missed talking to you. I realized how much hearing about the hijinks you and your friends were getting into helped pass the time. And then you apologized, and I realized the only one I had to blame was myself. Well, myself, and Chrysalis to a degree.

“So, yes, Scootaloo. I would say that after everything that happened, we’re friends.”

More ponies had shown up. Scootaloo could see Apple Bloom leading the way, with Thistleroot, Sweetie Belle, Spike, and Wind Rider behind her. Spike waved, and she returned it.

“So,” she said, “my friends overheard you and Wind Rider talking, and it sounded really suspicious. They thought it meant you were still evil.”

“Oh?” Discord asked. A moment later he smiled as the meaning of Scootaloo’s words dawned on him. She was trusting him. “What did they hear?”

“That you two had an understanding, and that you wanted the same thing.”

“Oh, yes. I remember that. You see, something about him didn’t sit well with me, and I wanted to make it perfectly clear what would happen if he ruined your team’s part of the mission.”

“Oh,” Scootaloo said. “Thistleroot looks pretty chummy with him all of a sudden.”

“What, don’t tell me you’re jealous,” Discord said, grinning.

Scootaloo rolled her eyes. “Of course not. I guess he earned Thistleroot’s trust back in the hives. They were leaving together. And they must have destroyed the anti-magic whatever, since the Royal Guards were with me.” Scootaloo blinked. “Wow, they actually did it.” She smiled. “We actually did it.”

“A bit of a late reaction,” Discord said.

“I know, sorry. I guess I’m just surprised. I’m not used to things just working out when Rosalia’s involved. But now we have the weapon. We can use it to beat Nocturne, and then we can free...” Scootaloo froze, eyes widening. “Wait, we can free the princesses! Like, right now!”

“Hmm? We can?” Discord arched an eyebrow. “Shining Armor told me they’d been captured and imprisoned by Nocturne.”

“They were,” Scootaloo said. “She stuck them in the prison she came out of. The one that tablet is a key for.”

Discord blinked. He sighed. “Now see, this is what happens when nopony trusts the recently reformed villain with key details. If I’d known that, I could have freed them days ago.”

“What? Really?”

“Yes. I might not have been the sole architect of the prison, but a lot of my magic went in to power it. And besides, that prison was never meant to hold a pony. It’s designed for us Eternal Spirits. I’m surprised the princesses haven’t managed to squeeze their way out yet.”

“Can we go now?”

Discord shrugged. “I don’t see why not.” He snapped his fingers and the two of them were standing beside the stone table above Nocturne’s prison.

“I can’t believe this is just going to happen. At this rate we’ll beat Nocturne tomorrow,” Scootaloo said as Discord circled around the stone table. He lifted his taloned hand and made an upward grabbing motion. “You’re not going to use the tablet?”

Below them she could see stirring in the dark night air. The gemstones surrounding the prison began to shine, spreading light across the black smoke that filled the ring.

“No. I imagine the reason Nocturne put your princesses into the prison in the first place was so it would close. The prison would reach out, trying to draw in nearby spirits, just in case we missed while trying to shove Nocturne in the first time. As the nearest spirit, I’d rather just leave it closed.”

“Oh, okay.” Scootaloo watched as the dark smoke below rose up into two large spheres and drifted out of the ring. “Uh, you’re sure the princesses aren’t like you, right?”

“Reasonably sure,” Discord said. “Why?”

The spheres of dark smoke settled on the ground in front of them.

“Well, while they were fighting, Nocturne said that the princesses were like her.”

Discord paused.

The smoke pulled away, and before them were Princess Celestia and Princess Luna. Celestia shook her head, blinking, and looked up. “Scootaloo? Discord?” She frowned, and then stood, her legs shaking slightly. “Just how much have we missed?”

Celestia straightened to her full height and then frowned again.

Scootaloo stood staring, mouth hanging open.

Celestia was only a head taller than Scootaloo. Not only that, but her mane hung about her face, no longer drifting as a cloud like usual. Luna was pushing herself to her hooves as well. She was no taller than Celestia, and her coat was lighter than usual. They both looked more like Cadance or Twilight.

Scootaloo couldn’t bring herself to say anything, but finally Discord broke the silence. “You two are adorable!”

*****

The party was beginning to wind down. Thistleroot yawned and rubbed at his eyes. “Alright, I’m going to turn in for the night. It’s been a long day with all the running and screaming.”

“At least ya got to do something,” Apple Bloom said. “The rest o’ us just sat under that bubble.”

“Tell you what, next time, we’ll trade.”

“Deal.”

Thistleroot yawned and pushed away from the table. He made his way across the beach and up into Camp Canterlot. He hadn’t gotten past the third row of tents before a voice called out behind him, “Hey, Thistleroot.”

He paused and turned, waiting for the owner of the voice to catch up. “Hey, Wind Rider. What do you need.”

Wind Rider came to a stop in front of him and paused. The pegasus glanced down, and then shuffled his hooves.

“Something wrong?” Thistleroot asked.

“No, it’s not like that, I just...” Wind Rider trailed off. The poor guy looked nervous, though Thistleroot couldn’t begin to guess why.

“Thanks, by the way. You saved my life like three times in the hives, even after I didn’t trust you.”

“Huh? Oh, yes. Sure. You would have done the same for me.”

Thistleroot smiled at the confidence in Wind Rider’s voice when he said that. “Yeah, I would have. Come on, man. What’s up?”

“I just wanted to talk,” Wind Rider said, looking down at Thistleroot’s hooves. “You, uh, you said you didn’t trust me. I was—”

“Yeah, sorry about that,” Thistleroot said hastily. “Funny thing, we actually overheard you talking to Discord outside of camp, and it just seemed really suspicious. But if you wanted to, you could have messed things up for us a hundred different ways in the hives, so I’m sorry. I trust you now, and I should have before.”

Wind Rider winced. Thistleroot frowned and tilted his head. That wasn’t the reaction he’d been expecting.

“Oh, you heard that?” Wind Rider asked, nervously pawing at the ground. He shuffled his wings and looked away. “How much?”

“Just the end. That you and Discord wanted the same thing and had come to an understanding. What did that mean, anyway?”

Wind Rider swallowed. “Well, it meant that we both wanted to protect everypony.” He shuffled again. “Err, not everypony. Discord mostly meant Scootaloo, and I... I mostly meant you. Thistleroot, there’s something I need to tell you.”

A moment passed and Thistleroot’s eyes widened. “Oh.”

Wind Rider met his gaze with fearful eyes.

“I understand,” Thistleroot said.

“You do?”

“Yeah.” Thistleroot glanced away as a touch of pink reached his cheeks. “Oh, wow, um, here’s the thing. I sort of, I mean. It’s not you, it’s me.”

“It’s not... what?”

“Look, I’m flattered,” Thistleroot said, shuffling his hooves and taking a step to the side. He flicked his tail and gave a short, awkward chuckle. “The thing is, there’s somepony else, and it’s just awkward timing. I mean, we hardly know each other. I don’t think it would work out between us, and really, when you think about it—”

“Thistleroot, please, for once, just stop talking.”

Thistleroot hesitated, frowning. Something had been oddly familiar about Wind Rider’s exasperated tone.

Wind Rider sighed and took a step back. There was a flash of changeling fire, and Mimic stood in his place.

Final Preparations

Spike woke to a dull, overcast morning. An unseasonable chill had touched the morning air.

He wiped the sleep from his eyes and forced himself up. Normally he’d rather sleep for a few more hours, but there was somepony he wanted to talk to, and he knew the longer he waited, the busier everypony would be.

It didn’t take long to find the pony he was looking for. Shining Armor was in the first place Spike thought to look, his command tent. To his surprise, however, Shining Armor wasn’t alone. “Princess Cadence?”

The Princess and Shining Armor looked up from where they sat.

“Spike,” Cadence said, standing and crossing the tent to give him a hug.

He returned it. “I wasn’t sure you’d be here in time,” he said.

“The evacuation of the Crystal Empire is almost complete,” Cadence said. “What’s more, the storm’s progression slowed in the past few days. At this rate it won’t get much closer to the crystal heart. The Crystal Guard can handle it from here.”

“And speaking of the Crystal Guard,” Shining Armor said, “She brought them with her. Well, except for those still handling the evacuation, of course.”

“That’s great!” Spike said. “Uh, but I didn’t notice any crystal ponies outside.”

“Well, they’re on their way, at least,” Cadence said. “I might have gotten a little eager and flown ahead.”

“But even if it takes another day or two, their timing is perfect,” Shining Armor said. “Princess Celestia has us preparing to attack Night’s End. Even with a weapon to use against Nocturne, we can’t just send one pony in to seal her away while fighting off an army at the same time. Not even Discord or one of the princesses. Especially not one of the princesses now.”

“So, we’re actually going to be able to do it,” Spike said. “We’re going to beat Nocturne. And get Twilight back?” His voice threatened to crack as he said the last part.

Cadence’s face softened, and she pulled him into another hug. “You’ll have her back before you know it. We all will.”

Spike returned the hug again.

*****

Mimic had returned to the form of Wind Rider to avoid unnecessary confusion. She currently sat with Thistleroot, eating breakfast, neither talking. The weight of the coming conflict had settled over the camp in the wake of the celebration yesterday.

Mimic sighed, breaking the silence. “It’s Scootaloo, isn’t it?”

Thistleroot paused chewing, then gave her a goofy grin and pointed a hoof at himself. “No, Thistleroot.”

Mimic arched an eyebrow. “No, I mean the other pony. The somepony else you mentioned when you thought my big secret as Wind Rider was a love confession. It’s Scootaloo, isn’t it?”

Thistleroot glanced over his shoulder, a touch of color coming to his cheeks. “Heh, I was hoping you hadn’t noticed that part.”

“Your secret’s safe with me.”

He shrugged. “Funny thing, it was actually Rosalia who made me realize it.”

“How so?”

“In Night’s end, she did this weird thing when I was talking about Scootaloo, where she looked at me, but it was like she was looking through me. I guess she was using her changeling vision or something.”

“That’s not a real thing.” Mimic paused. “Well, not for normal changelings. But we can kind of sense love, so I guess it’s possible that Rosalia might have developed a changeling vision. She’s done a lot of other crazy stuff.”

“Anyway, once she did that, she acted like she figured something out, and then she was counting on me acting to protect Scootaloo. Once I realized that, I guess it just kind of clicked.”

That sounded familiar, Mimic thought bitterly.

“What about you?” Thistleroot asked.

“What about me?”

“Well, we haven’t really talked about our lives before all this. Were there any changelings you liked?”

Mimic shook her head. “No, no changelings.” She hadn’t mean to emphasize the last word, it just happened. She mentally winced. “Maybe under different circumstances, I might have found someone I was interested in, but not in the hives. It wasn’t until I came to Equestria that I was shown kindness from someone that wasn’t immediate family.”

“Eh, I can see how that would put a damper on things. So, not even a date or anything?”

“Oh, sure, I went on plenty of them. All the time.”

“Oh,” Thistleroot said, blinking in surprise. “Huh, I would have thought... You’re being sarcastic, aren’t you?”

“Yes.”

The two of them ate for several minutes in silence.

“So,” Thistleroot finally said. “Growing up in the hives really wasn’t any fun, was it?”

“No.” Hadn’t she made that perfectly clear?

Thistleroot was quiet for a long while, breakfast sitting forgotten. Finally he nodded almost imperceptibly, more to himself than to her. “Well, I can’t really compare the two with any empirical evidence myself, but I think you’ll like living in Canterlot. Once it gets rebuilt, of course. That might take a while.”

“Okay?” Mimic said.

“And I guess you’ve never gone apartment hunting before, so that’ll be something to look forward to. We’ll get you set up with something nice. Maybe a nice ficus to brighten it up.”

Mimic looked at him curiously before understanding dawned. She smiled. “That sounds nice.” She took another bite of breakfast, then paused. “I still don’t know what a ficus is.”

*****

Scootaloo found Sweetie Belle and Apple Bloom sitting down for breakfast and joined them, ignoring food and clutching a hot cup of coffee in both hooves. The morning had turned chilly despite the month, and the sky was getting darker, threatening rain.

“Morning,” Sweetie Belle said groggily.

“Good morning,” Scootaloo said back.

“Sleep well?” Sweetie Belle asked.

“Not really,” Scootaloo answered, stifling a yawn. “Too nervous.”

“Same,” Sweetie Belle said. “I couldn’t stop worrying about today, and I don’t even know what we’re going to be doing.”

“I don’t know what the plan is now, either,” Scootaloo admitted. “None of us are a match for Rosalia or Nocturne. From here on out, it’ll probably be up to Discord.”

“Why do ya sound kind of disappointed?” Apple Bloom asked. “From what Ah can see, we’ve as good as won.”

“I don’t know,” Scootaloo said. “I just don’t think it’s going to be that easy.”

“Well, Ah guess we’ll find out today.”

Scootaloo nodded. She hesitated, and then added, “If Discord is going to bring ponies with him to fight Nocturne, I’m going to volunteer.”

“Well, of course ya are,” Apple Bloom said matter-of-factly.

“Oh,” Scootaloo said, frowning. “I thought you would try to talk me out of it.”

Sweetie Belle shook her head.

“Please,” Apple Bloom said. “Once ya get an idea in yer head, there’s no getting it out.”

Scootaloo chuckled. “You’re one to talk.”

“After what happened yesterday, we knew you were going to want to go if you could,” Sweetie Belle said.

“Ah still don’t know if Ah trust Discord,” Apple Bloom said, “but he’s yer friend now, right?”

“So, of course you’re going to go,” Sweetie Belle said. “And we’re coming with you.”

Scootaloo didn’t manage the first word of her refusal before both of her friends had pressed a hoof against her lips, cutting her off.

“Either we all go, or none of us goes,” Apple Bloom said.

“We’re your friends too, after all,” Sweetie Belle said.

Scootaloo brushed their hooves away and smiled.

Sweetie Belle nodded. “I told you before, we’ll always be the Cutie Mark Crusaders.”

The promise brought back brief flashes of memory, of lazy summer days spent in a treehouse in Ponyville. “Yeah. You’re right.”

*****

Three immortals sat in the command tent. Celestia looked over what little information they had. Simple maps of the mountain range, mostly. A crude drawing of the mountain fortress provided by Spike.

“With the Crystal Guard, our current standing forces have almost doubled, but it will take two days for them to arrive and for us to get them organized,” Celestia said. “Even so, we’re still grossly outnumbered.”

“We will have to fight a defensive battle,” Luna said. “Rely on Shining Armor and Princess Cadence's barriers, force the changelings to fight us in equal numbered groups. We can use the mountainous terrain, forcing them to funnel themselves through crevices in order to go under the barriers, and then fight them with a height advantage.”

“And while that’s happening,” Discord said, waving the tablet with a casual indifference. “It’s a sound plan, but there’s a problem.”

“Yes,” Celestia said, her tone terse.

“This won’t be like the hives,” Discord said. “Rosalia won’t send out her army unless you prove yourself a credible threat. Your ponies will have to fight for real.”

“I know,” Celestia said.

“We are not naive fools, Discord,” Luna said. “We know what it is to fight so that the majority may experience peace. You should understand that as well as anypony.”

“True,” Discord said. “I hear our old battleground is something of a tourist attraction. Or no, what’s the opposite of that?”

“Regardless, the sooner you complete your part, the fewer ponies will get hurt.”

“Of course. And what about the second part of my plan?”

Luna’s expression darkened. Celestia said nothing.

Discord waited, but when it was clear neither Celestia nor her sister were going to comment, he gave an impatient groan. “Defeating Nocturne is possible, maybe. She knows we have the tablet, and I doubt Rosie’s been more than ten feet away from her since we got our hooves on it, so I’ll be fighting two on one. It’s still possible,” Discord paused, likely for emphasis. Always the overactor, Celestia thought. “But what will it cost?”

“Lives,” Celestia answered honestly. The thought twisted in her stomach. “And how many more will we lose if I allow you to gamble with our only weapon? Your haste in pulling us from the prison without opening it has already left us weakened. Luna and I will not be able to force the beasts of the Everfree back.”

Celestia hesitated, still not entirely sure herself what she would say next. “But, if we can end this without a single life lost...”

“If you want to win,” Discord said, “If you want to ensure the safety of your kingdom, your choice should be obvious. Send an army of ponies at Night’s End. Send me in with the weapon, along with Princess Cadence and Shining Armor. The two of them together can fight a changeling queen, leaving me to defeat Nocturne.”

Discord flipped the tablet over in his talons. “Of course, Rosalia is better than Chrysalis ever dreamed of being. One or both of them could end up dead. And without their magic to protect your army, the casualties would be enormous.”

“That is enough, Discord!” Luna barked. “Sister, don’t listen to him. He is as manipulative as ever.”

“Guilty,” Discord said, tipping an invisible hat to Luna. “Though manipulation and honesty aren’t mutually exclusive. You can sacrifice a few ponies to save the rest. All you have to do is compromise a thousand years of work and principles.”

“That’s enough, Discord,” Celestia said. She took a long breath, keeping her anger in check only through centuries of practice. “You’ve made your point.”

“And?”

“Gather the ponies you need and tell them. Tell them to be ready two days from now.”

Discord nodded and raised a taloned hand to snap. Before he could, a voice called from outside the tent, “Princess Celestia!”

Celestia rose as Shining Armor burst through the opening into the tent, followed by Princess Cadence and Spike.

“Princess Celestia,” Shining Armor gasped, trying to catch his breath and talk at the same time. “Scouts, from the North.”

“Changelings are on their way, moving fast,” Cadence said.

“How many?” Celestia asked.

“All of them!” Spike shouted.

“They probably have windigos too,” Cadence said. “It would explain why the storms in the North have stopped spreading.”

“Huh,” Discord said. “She’s trying to beat us to the punch. She wants to wipe you out preemptively. That is just so like her.”

“I thought you said she would fight defensively,” Celestia said.

“No, I said Rosalia would fight defensively. She’s the logical one.”

“Can we fight them without the Crystal Guard?” Celestia asked the room.

Luna and Shining Armor both shook their heads.

“Discord, can you?”

“Well, I suppose,” Discord said. “At least I could give you ponies some help, but taking on an army of changelings would be a bit much, even for me. Which is, of course, Nocturne’s goal. Either I help and tire myself out, giving her an opening, or I sit back and the changeling army wipes your forces out.”

A cold silence fell over the tent.

“What can we do?” Spike asked.

“We have to take out Rosalia, for one,” Discord said. “Even if I went and defeated Nocturne, it wouldn’t stop the changelings, but defeating Rosalia and she can no longer direct the overseers, which means the hordes will no longer act in concert with each other.”

“But she’ll be protected by Nocturne,” Celestia said.

“Yes. An ironic reversal of the problem we were discussing just a few minutes ago,” Discord noted. “Or...” He smiled at Celestia.

Celestia frowned. “You planned this, somehow, didn’t you?”

“You know, I actually didn’t,” Discord said, crossing a talon over his heart.

Celestia hesitated for only a moment before turning toward the tent exit. “Go, then. Shining Armor, gather as many ponies and guards as you can, and prepare defensive spells with Cadence. We will hold them off as long as we can.”

“Uh, what should i do?” Spike asked.

“Actually, funny you should ask,” Discord said, raising his talons and snapping. “You and I are going to fight Nocturne. Won’t that be fun?”

“Wait, we’re doing wha—” Discord and Spike disappeared in a flash of light.

Return to Night's End

Discord, Spike, Thistleroot, and Mimic appeared before Scootaloo, Apple Bloom, and Sweetie Belle.

“—doing what?” Thistleroot asked, eyes wide with panic, head whipping around to get his bearings. “Oh. Okay, I thought you meant like, right now. Oh, hi girls.”

Spike sat on an empty chair, taking a long, calming breath. “Don’t just teleport us like that.”

“Are you two okay?” Scootaloo asked, fighting the urge to smile. It seemed Discord was energetic as ever, despite the early morning.

“Oh, they’re fine,” Discord said. “Anyway, that’s everypony, so let’s go fight Nocturne.” He raised his arm, but Thistleroot’s and Spike’s eyes went wide, and both jumped up, grabbing his arm and pulling it back down.

“Wait!” They cried together.

“Can we maybe just get a little context first?” Thistleroot asked.

“Uh, yeah, what’s going on now?” Apple Bloom asked.

Discord rolled his eyes. “Fine. An army of changelings are on their way here. They’ve probably got specters with them as well, and windigos are blowing in from the North. This camp is going to be over run in a matter of minutes.”

“What!?” Scootaloo, Sweetie Belle, and Apple Bloom leapt to their hooves. Thistleroot let go of Discord’s arm and fell back into his seat, and Mimic gave a hiss of displeasure.

“Our only hope is to defeat Nocturne now, while she’s vulnerable,” Discord continued. “So while the princesses and the Royal Guard protect everypony here, the seven of us will go to Night’s End.”

“Why us?” Thistleroot asked. “If you need ponies to go with you, wouldn’t trained Royal Guards be better?”

Discord waved his paw in a dismissive gesture. “And leave my friends behind? Don’t be silly.”

“Friends?” Apple Bloom asked, skeptically.

“Well, Scootaloo and I are friends, at least,” Discord said. “And you’re all friends of hers, so I guuuess you can come along.”

“Well, glad ya said so, cause we were coming with or without yer permission,” Apple Bloom said.

“Yeah!” Sweetie Belle said.

“I’m going,” Mimic said simply.

“Me too,” Spike said.

Thistleroot leaned back in his seat, looking defeatedly into the sky.

“So, what’s it going to be, Lord Thistleroot?” Scootaloo asked, fighting back a smirk.

Thistleroot sighed. “Well, I guess the right hoof of Princess Celestia can’t just sit back, can he? Fine, I’m in, but this is a terrible idea. We all know that, right? If anything, we’ll just slow Discord down.”

“I remember saying something similar before we went into the hives,” Mimic said. “And look how that worked out.”

“Ya need to have more confidence,” Apple Bloom said. “We can do a lot more together than we can alone, even Discord.”

“Exactly,” Discord said, raising his talons to snap. “Haven’t you heard? Friendship is Magic.” And then he snapped.

*****

They appeared in a large, arching hallway just in front of an ornate set of double doors. Scootaloo recognized the building as Night’s End, though she hadn’t seen this particular hall.

“Odd, I meant for us to appear inside the throne room.” Discord traced a single talon across the door. “Oh, I see.”

“A dimensional lock,” Thistleroot guessed and Discord nodded.

“A what now?” Apple Bloom asked.

“A force field that prevents anypony from teleporting through it,” Thistleroot said. “Canterlot Castle has one they can turn on during emergencies. Rosalia and Nocturne could still teleport inside it though,” he added hastily. “Just not through it.”

“They know we’re here now,” Discord said. “So much for the element of surprise. Everypony ready?”

Scootaloo, Apple Bloom, and Sweetie Belle nodded. Spike and Thistleroot both looked like they were going to be sick, but after a moment did the same. Mimic hesitated, and then in a flash of green magic returned to her changeling form. She nodded.

He raised his paw and pounded twice on the throne room door. It opened.

Scootaloo stood back with her friends, letting Discord stand between them and whatever waited on the other side. She could see Nocturne, sitting regal as ever on her throne, with Rosalia standing beside her. Between them and the throne room doors stood a dozen changeling soldiers and overseers, and another dozen specters.

Discord walked forward while staying still, an action that caused Scootaloo to blink and try to refocus her eyes. Several copies of Discord entered the room, each simply stepping out of the real Discord. There were hisses of confusion and bursts of changeling fire in the room, and then the Discord copies walked back out of the room, each carrying two or three confused looking changelings and specters in their arms. Once outside the dimensional lock, the real Discord snapped his fingers and the changelings and specters vanished in flashes of light. The Discord copies stepped back into the real Discord, vanishing from sight.

Within thirty seconds, Discord had completely removed Nocturne’s guard.

Nocturne continued to watch, unmoving, but spoke, and Scootaloo could almost hear a hint of amusement to her voice. “E dumt oui.”

Rosalia rolled her eyes.

Discord walked into the room and Scootaloo and her friends followed.

“I’m surprised,” Rosalia said. “I knew Discord would come, but I thought the rest of you would stay behind to protect everypony you could.”

“We are protecting them,” Apple Bloom said. “By beating you.”

“Is that so?” Rosalia asked. “And if you do defeat me, do you believe the changeling army will just fall apart? Even if by some miracle you succeed here, it won’t save anypony.”

The bottom seemed to drop out of Scootaloo’s stomach. It had only been a few minutes since she’d heard about the approaching changelings, so she hadn’t had time to consider that, but Rosalia was right. Even if they beat the changeling queens, how would the changeling army know? They couldn’t—

A hoof settled on her shoulder and she turned to see Mimic, eyes burning as she stared at Rosalia. “Don’t listen to her.”

A memory tugged at the corner of her mind. A stone wall, and a message left for her and Mimic to read, a message created by one of the eternal spirits, one that had helped Discord design the prison. “Don’t believe the Queen’s lies.”

“If we beat her, the overseers will know,” Mimic said.

“Ah, Mimic,” Rosalia said, leaning to get a better look at the changeling. “You disappoint me, child. I had been hoping my efforts would not go to waste, or that you would at least be smart enough to flee, but—”

“Shut up!”

Rosalia blinked.

“It seems your efforts were not entirely wasted,” Nocturne said, and Scootaloo could have sworn she saw a small smile threaten the queen’s face.

“Well, I love banter as much as the next Draconequus,” Discord said, “but I’m afraid we actually are on a bit of a time crunch here. So, what do you say we get this over with?” He flipped a taloned hand and the tablet appeared in it.

“Very well,” Nocturne said. “We think this time you will have a harder time. You will not take us by surprise while our daughters distract us.”

Discord flipped his paw over, and a folded rectangle of white paper appeared in it. Rosalia’s and Nocturne’s gazes instantly tracked to it, and their postures became tense, ready for Discord’s trickery.

Discord flipped open the paper and started turning it, folding it, and holding it up to the nearest torch sconce. “Just a second, sorry. These things are always in so many languages, and Equestrian is never the first.”

Several moments passed. The only sound was the shuffling of paper as Discord tried to find the appropriate page.

“Is... is that the owner’s manual?” Spike asked.

“Of course,” Discord said. “It’s been over a thousand years since I’ve used this. Hmmph, and everypony made fun of my for keeping the manuals. ‘You’ll never need them. They’re just gathering dust in your end table drawer.’ Ahah, Equestrian.”

Discord read for another few seconds before waving his paw, and the owner’s manual vanished. “Okay, I’m ready.”

And then Discord moved, faster than Scootaloo could have believed of him, twisting through the air like a striking snake. As he did, the tablet flashed with the same lines she’d seen before. The lines seemed to lift off of the tablet in a tangled net that arced toward Nocturne and Rosalia.

The changeling queens seperated, and the lines from the tablet twisted harmlessly across the throne. Discord swept the tablet through the air toward Nocturne, who kept moving, trying to open space between herself and the spirit of chaos. Rosalia landed behind him, horn flaring, but he twisted his paw in a sharp upward motion toward her without so much as looking, and the carpet beneath her came to life. It rolled up toward her, trying to smother her and forcing her attention away for just a moment.

Nocturne summoned three spears of black glass and launched them as she threw herself backwards. Discord twisted his paw around and raised it. The spears became umbrellas. The umbrellas flared open as Discord blew. They caught the sudden gust of wind, changing direction and hurtling toward Nocturne. Discord dropped his paw, and the umbrellas became spears again.

The spears hit Nocturne, shattering against her and throwing her back several steps.

Rosalia incinerated the carpet with a burst of magic and then started moving again, not toward Discord, but toward Scootaloo and her friends. Scootaloo’s eyes widened, and in the peripheral of her vision she saw Thistleroot stagger back half a step. Her gaze swept over to Discord, who had half turned. Their eyes locked, and Scootaloo felt a moment of recognition at the same time she saw it in his own face. He winked.

And then Discord pressed the attack against Nocturne.

Rosalia’s course changed instantly, charging even faster toward Discord, a snarl of anger rising in her chest as her distraction failed.

Discord waved again, and then pointed at the stone floor to his right. Rosalia leapt, high into the air. At the same time, a section of the ceiling swung down, a pie somehow fastened onto it. Rosalia slammed into it at full speed, jerking to the side and bouncing off the wall across from Discord and Nocturne.

Discord took another swing at the same time, the magical net cast from the tablet forcing her back just as Rosalia fell. The changeling queens collided and Discord moved again, landing beside them, tablet outstretched, too close for either of them to dodge it.

They stood that way, the battle over, as the single moment seemed to stretch out for an eternity.

Except, Scootaloo realized, it wasn’t a single moment. Nopony moved, but Discord still hadn’t used the tablet.

After a few more seconds he straightened and pulled out the owner’s manual. Everypony watched in confusion, the sound of shuffling paper filling the room again as he searched for the section written in Equestrian. He read, and then looked back at Scootaloo and her friends.

“So, I have good news and bad news.”

“What’s the good news?” She asked.

“The good news is that the battery on this thing is rechargeable,” Discord said. “Those are a lot better for the environment, after all.”

“Battery?” Spike asked.

“And that’s the bad news.”

Rosalia hit Discord with a burst of changeling fire.

He staggered away, coughing, face covered in black soot as Nocturne circled to his other side. The shadows cast by her form writhed and formed themselves into living chains that twisted around him and jerked him sideways. He hit the wall, cracking the stonework, and the tablet fell from his grasp. It bounced once and landed in the corner of the throne room.

Rosalia leapt into the air, horn flaring with magic, and she sent an intense beam of concentrated fire toward the tablet.

She couldn’t destroy it, Scootaloo thought desperately. She would have done it earlier, if she could.

The beam didn’t hit the tablet, instead shearing through the wall several feet above it. Rosalia guided the beam of fire in a large circle around the tablet.

Stone ground against stone, and a small section of the throne room corner fell away into the dark night outside, carrying the tablet with it.

Discord could just grab it again, Scootaloo thought. She turned back toward him, but Discord hadn’t moved. He pulled against the chains, but they held him steady. He shifted, and managed to snap his talons.

Nothing happened.

Rosalia straightened, breathing heavily, but a cold fire burning in her eyes. “My lady?”

Nocturne turned, looking at Scootaloo’s group. Scootaloo looked from Discord to the hole where the tablet had been, and then back to Discord, her heart jolting with a sudden surge of fear and adrenaline.

“You promised,” Rosalia said.

Nocturne frowned, but nodded. “They chose a foolish fight. Do what you will.”

Rosalia turned and leapt, crossing the room with blinding speed, and before Scootaloo could react, she was upon them.

Harmonics

Before Scootaloo could react, Rosalia had crossed the room. The changeling queen’s horn flared with deadly light, her gaze intently locked onto the pegasus. Scootaloo managed a half step back, wings flaring, the sudden surge of fear and adrenaline shocking her into action seconds too late

Mimic had started moving half a heart beat after the queen, launching herself forward in a wave of green changeling fire that caught Rosalia across the right shoulder. Rosalia, so intent on her target that she didn’t react to the smaller changeling in time, was driven sideways several steps, missing Scootaloo and her friends.

Mimic landed several feet short of the queen, horn flaring even brighter as she poured fire out toward Rosalia.

Scootaloo’s friends reacted a beat later. Spike inhaled and launched his own stream of dragon fire at Rosalia to join Mimic’s. Sweetie Belle and Apple Bloom backed away from the heat, and Thistleroot jerked back in a belated flinch.

Rosalia pushed back against the flames, shoulder hunched against a pink half-dome barrier. She closed the gap between herself and Mimic, striking out with a hoof once she was close enough.

The blow caught Mimic in the shoulder, knocking her back and extinguishing her flames. With only the dragon fire to deal with, Rosalia was able to push her shield further, snapping it out and knocking Spike off balance. Rosalia leapt forward, coming down with her full weight toward Mimic.

Scootaloo got to her first, tackling Mimic out of the way just before the queen’s hooves slammed into the throne room floor. Scootaloo rolled sideways to her hooves, facing the queen, heart hammering in her chest as she prepared to dodge.

Apple Bloom hit the queen from the other side, bucking with all her strength and staggering her once again. Mimic turned, recovered from Scootaloo’s tackle, and launched herself against Rosalia’s flank.

Rosalia rounded on the smaller changeling, but Mimic was already retreating. She swung a hind leg out as she turned, catching Apple Bloom across the body. She spun back the other way, once again bringing her hooves down toward the earth pony.

Apple Bloom was yanked away by a cocoon of blue and green magic, toward Thistleroot and Sweetie Belle. She landed on her hooves in a crouch.

With a snarl of frustration, Rosalia leapt again, this time back toward the ensnared Discord, opening space so she could face all of her enemies at once.

“Drao cdemm meja,” Nocturne said calmly from where she stood, observing.

Rosalia’s head whipped toward Nocturne, mouth open to retort, but she managed to stop herself, taking a breath to reign in her anger. She turned back toward Scootaloo and her friends, shifting back into a more relaxed posture. Her eyes flicked between each of them as they recovered, no longer eager to rush in since her first assault had failed. She’d lost any kind of surprise, and had fallen back to do what she did best, analyze the situation.

Scootaloo wasn’t going to complain. Maybe if they could stay alive long enough, Discord could work out a way to free himself.

Mimic apparently had similar thoughts. “Queen Rosalia.”

Rosalia’s attention shifted to the changeling for just a moment, and then back to watching the group as a whole.

“The things you told Scootaloo at the hive. Are they true?”

“Uh,” Thistleroot whispered, “is this the time for that?” Scootaloo bumped him with a wing. He looked at her in confusion, then back to the changeling queen. His eyes tracked to Discord, and then widened in understanding.

“Did you stop Chrysalis’s messages to the ponies?” Mimic asked

Rosalia straightened, gaze flicking between the group as a whole and Mimic, and a hint of a smile played at the corner of her mouth. “I did.”

“Why?” Mimics voice was low. Her body was set in a tense crouch.

“I told you once, already,” Rosalia said. “I have watched ponykind thrive for a thousand years while Chrysalis drove the changelings to ruin. Only after changelings were on the brink did my sister seek to do something about it, and in her desperation she attempted to throw away the pride of our species.

“If the changelings are to survive, it will not be out of pity or charity. We will take what we need, as we always have. We will take it from the ponies that have had it so good for so long, and if my traitorous sisters had to fall in the process, so be it.”

Rosalia stepped forward, completely relaxed now. “But I understand the point of your questions. The root of your anger. Was it worth it? Is the pride of the changelings worth the lives lost? The years of hardship that could have been avoided? You personally lost loved ones, did you not? Did they have to die for the good of the hive, like so many others?”

Mimic didn’t say anything, but her horn sparked with magic.

“Foolish child,” Rosalia said. “Do you truly believe your life means anything? That the lives of your families mean anything? You parents’ deaths bought more than their lives ever could.”

“Mimic, don’t—” Scootaloo started, but Mimic had already launched herself forward, changeling fire fueling a reckless charge across the throne room toward the queen.

Rosalia jump sideways and poured pink fire toward Mimic. The blast hit the smaller changeling, the green and pink fires flaring against each other with a blinding intensity, and then Mimic was thrown across the the throne room and slammed into the far wall.

She fell to the floor in a crumpled heap.

Sweetie Belle breathed out a fearful, “No.”

Mimic stirred.

Scootaloo felt a sudden flicker of relief, but it was immediately extinguished as Rosalia turned back toward Mimic, horn flaring once again. She charged forward without thinking, and her friends did the same.

Rosalia spun toward them, releasing her spell in a large sweeping wave of force. It hit Scootaloo and drove the breath from her lungs. She missed a step and fell to the cold stone floor of the throne room.

She saw Spike tumble away to her left. She tried to force herself up and turned to her Right. Thistleroot, Sweetie Belle, and Apple Bloom had likewise been tossed aside.

She looked forward once again.

Rosalia was before her, stepping closer, in no particular hurry. Her eyes were cold. Her horn flared, and a gentle wave of energy washed over Scootaloo.

A sudden, debilitating wave of fear hit her.

She tried to force herself up, but her legs wouldn’t work. She had to fly away, but what was the point? She couldn’t escape. She couldn’t fight back. Rosalia was going to kill her, and there was nothing she could do.

Mimic managed to push herself up from where she’d landed, but she was unsteady, disoriented. She tried to move, but drew back after a single step, falling clumsily to her haunches and clutching her foreleg to her chest.

Scootaloo looked frantically around the room. Apple Bloom. Sweetie Belle. Thistleroot. Spike. All of them were recovering.

Rosalia’s horn pulsed brighter.

There was nothing any of them could do. They had to run. Not that it would do any good. She had to run too. But her legs still wouldn’t work.

Apple Bloom was the first to her hooves. She shook her head, and then turned. Her eyes met Scootaloo’s and widened.

Rosalia had closed the space between them.

Apple Bloom called out a warning and started running, not away, but toward Scootaloo and Rosalia. The shout seemed to rouse the others. Thistleroot and Sweetie Belle followed. Spike had stood on her other side and was running toward her as well. Even Mimic was pushing herself back onto four legs.

Her friends weren’t going to leave her.

Something slipped. The intense fear that had taken hold of Scootaloo vanished, and the light from Rosalia’s horn faded. She scowled, and then reared back onto her hind legs.

Scootaloo’s friends weren’t going to make it in time. They should have run. They should have given up and tried to escape, but Scootaloo knew they wouldn’t. They couldn’t leave her behind any more than she could have left them. They were her friends.

For the second time, Scootaloo felt a spark. It was something bright and warm, the same surge of magic that had given her the last little push she’d needed to complete a sonic rainboom. It was confidence, a surety that she would protect her friends, and that they would do the same for her.

Rosalia came down with both hooves, and Scootaloo knew there would be enough strength behind the blow to shatter stone, but for that one moment, she didn’t care. She pushed up from the ground and met the blow with her own front hooves.

There was a flash of magenta light where their hooves met, and the changeling queen was driven back.

The light faded as quickly as it had come, momentarily becoming a purple dust swirling through the air in front of Scootaloo and then vanishing entirely. She blinked in surprise.

Rosalia landed on her hooves, horn flaring. “No!”

Scootaloo managed to duck aside, but the bolt caught her wing, tossing her aside. Pain coursed through her body as she felt something in her wing crack. She landed on her side, wing sticking out at an odd angle. She tried to move it, but was met with a nauseating wave of pain.

Sweetie Belle was at her opposite side a moment later, helping her to her hooves.

Mimic stood her ground on three legs, the other gingerly held to her body as she unleashed every bit of fire she could muster at Rosalia. The changeling queen staggered back several steps before she could form a barrier between the two of them.

They couldn’t keep this up forever. Scootaloo turned back toward Discord. Hurry up!

She froze. Discord didn’t even look like he was trying to free himself. He was leaning on the far wall, one elbow resting against it. His other hand held a book of all things.

Discord glanced up from the book, smiled, and tilted it so that she could see the cover. The golden and brown binding read “Trotter’s Tome of Reliquary”. It was the same book he’d been reading the night he returned.

He’d read a passage from the book. She could hear it now, as though he were whispering it in her ear. “The law of conservation of magic: magic can not be created or destroyed, only altered from one form to another.”

But the Elements of Harmony had been destroyed. They had been turned to dust in this very room.

In this very room. Scootaloo looked back to the fight.

Mimic was throwing everything she could at the changeling queen, but it was barely enough to slow her down. Rosalia, Scootaloo corrected herself. Mimic was right, she didn’t deserve to be called a changeling, let alone a queen.

Mimic knew she couldn’t hope to beat Rosalia, but she’d come any way. She’d given up everything for those she cared about, first her life in the hives for her brother, and now her chance to run for her friends.

A red dust began to swirl around Mimic. Scootaloo’s eyes widened and she glanced back at Discord.

Discord snapped the book shut, grinned, and winked at her.

Scootaloo turned her focus onto Thistleroot next. Always joking, always laughing, even at his own expense. A blue light swirled around his form, and his eyes widened. He started brushing at it and hoping in place, trying to shake it off.

Rosalia changed, taking her pink unicorn form and releasing her shield. Mimic’s fire scorched the air above her.

Sweetie Belle. The kindest pony Scootaloo knew, willing to try to make even a changeling feel like part of the group. A pink dust began to swirl around Sweetie Belle.

Mimic swept the stream of fire down. Rosalia shifted again, this time into the form of a pegasus, and as she shifted form she also shifted locations, standing two feet to the left of where she’d been. The fire seared the tip of one wing that remained stretched out into her previous space.

Spike. One of her best friends for the past ten years. One of the only ones who knew what she was going through after freeing Discord. He’d learned a lot from his idol, Rarity. He’d even given up his last personal possession to get them into Libiris. A deep purple dust swirled around him.

She shifted into an even smaller target, a young filly. Mimic reacted immediately, closing on her and trying to overpower her with her larger form.

Apple Bloom. She’d always been honest with Scootaloo, whether it was about her feelings, or telling Scootaloo harsh truths when she’d needed to hear them. An orange dust swirled around her best friend.

Rosalia became an earth pony, slamming her forehead into Mimic’s and throwing the disoriented changeling back.

Scootaloo didn’t know when, but as she’d focused on her friends, the magenta dust that had protected her had begun to swirl around her. She knew from her experiences as one of the Elements of Disharmony that magic would activate the rest. She didn’t know how, but she had to try.

She could feel the magic around her, and tried to focus on it. She could sense it, not just with her eyes, not just its physical presence as the purple dust swirled across her coat. She could feel it the same way she felt her surroundings when she flew. The same way she could feel the energy of a storm when she was safely inside.

It was warm, like hot food after hard work. Like a warm bath after a cold day. Like coming home.

She didn’t draw the magic toward her so much as invite it into herself, and the magic obeyed.

When she’d worn the Element of Betrayal she’d been forced to relive the moments that had driven her to that point. She’d seen Rainbow Dash’s decision to send her away from her friends, back to the orphanage, and she’d imagined standing over her idol, their positions switched. She’d seen every tiny slight from those she considered friends, magnified a thousand fold.

Wielding the Element of Magic was much the same. As the energy coursed through her, extending to reach the other five, she felt as though she were in two places at once. She watched Rosalia roll back to her hooves, and she met Sweetie Belle for the first time. She met Apple Bloom a week later, and they became the Cutie Mark Crusaders.

She watched Rosalia’s eyes widen in fear as tendrils of multi hued light connected the elements in a chain.

She spent the day with Spike, after Discord had been locked away once again.

She saw Rosalia become a unicorn again, horn aglow as she summoned every shred of magic she had to fight back.

She sighed as Thistleroot dragged her to tacos and karaoke at his favorite Mexicolt restaurant.

The changeling queen sent a scorching ray of concentrated fire toward them, thicker around than Scootaloo’s body. She could feel the heat of it before it had reached her.

She watched Mimic step up during the riddle game in the Mad Lands, and felt her first flicker of fondness for the odd changeling.

Rainbow light met changeling fire, and the latter was found wanting.

Battle's End

Rosalia gave a single, desperate scream as the rainbow light of harmony washed over her. The force threw her ragdoll into the air. She dashed against the throne room floor and tumbled to a stop along the far wall. Her pink form didn’t move.

Scootaloo settled back onto the ground with her friends.

They didn’t turn her to stone, Scootaloo thought, disappointment barely registering over the general surprise of what just happened. I guess they only do that to Discord.

“Did we just use the Elements of Harmony?” Spike asked, looking down at his own arms and body, where the purple dust still shimmered.

“Uh, I think so,” Scootaloo said.

“That was so cool!” Thistleroot said, high pitched voice filled with giddy excitement. “Can we do it again?”

“Ah sure hope so,” Apple Bloom said, pointing. Scootaloo looked up to see Nocturne moving toward the center of the room.

Nocturne first studied Rosalia for a long moment. She didn’t move, but she couldn’t have been hurt too bad, Scootaloo thought, or her shapeshifting would have failed. After a few seconds, Nocturne turned her focus toward Scootaloo and her friends.

“So, this is the magic Rosalia had me destroy? Or, try to destroy, it seems.” With a thought, six spears of black glass sprung into being around her and hurled themselves at Scootaloo and her friends.

The magic of harmony answered, the dust surrounding each of them swirling into half dome barriers. The spears shattered across the barriers, pouring their destructive magic against them.

A force like a giant pillow slammed into Scootaloo. Her eyes widened as the breath was forced from her lungs, and even protected by the elements, she and her friends were driven back several feet.

Magenta magic sparked from the barriers and she felt a pulse of heat in the back of her mind.

She gasped as the force passed and she staggered forward in its absence. Nocturne was so much stronger than Rosalia!

Nocturne didn’t give them time to recover. A tiny black ball of energy spun into being at the crook of her horn. Scootaloo’s heart jumped as she realized she’d seen this spell before, when Nocturne had destroyed Canterlot. She desperately reached once again for the Elements of Harmony.

The rainbow light connected them as Nocturne flicked the destructive orb in their direction. Scootaloo and her friends released the magic of harmony, and it met Nocturne’s spell.

Light and heat exploded at the back of Scootaloo’s mind as they tried to push the orb back. The rainbow light fractured where it met the orb of black magic, which in turn pulsed, made unstable by the contact.

It was like trying to push against lightning, Scootaloo thought. Like trying to deflect it with her bare hooves. It burned through her, and she could feel the strain not just in her mind, but in her physical body as well.

Finally Nocturne’s magic gave and the rainbow light faded. Scootaloo sagged, breathing again, though she didn’t know when she’d stopped. The air burned in her lungs.

Nocturne readied another orb of destruction and lobbed it at them. Scootaloo gritted her teeth and they caught it once again. She could feel her friends beside her, could sense their silent encouragement through the bonds of the elements, and their own determination to survive.

The fire in her head threatened to overwhelm her, but after a few moments, the second orb broke like the first and Scootaloo was free from the magical struggle. She dropped forward, legs bent, head bowed as she gasped for breath. They couldn’t keep this up.

She pushed herself back to her hooves.

Another orb spun into being at the crook of Nocturne’s horn, and Scootaloo’s stomach turned cold. Just how many times could she do that? Did she even have a limit?

Nocturne shifted, spreading her legs for balance, and for just a moment, Scootaloo thought she saw a flicker of doubt in the creature’s face.

Nocturne sent the orb toward them, but it was slower this time. Not much, but slower.

Scootaloo and her friends summoned the light of harmony again and cast it against the orb.

Scootaloo threw every bit of defiance and anger she had into it, but it didn’t help. The force of Nocturne’s magic was too much. She felt herself failing, felt the magic slipping away. They couldn’t do this.

A hoof touched her shoulder. She turned to see Apple Bloom, face set in determination. The earth pony didn’t say anything, but she didn’t have to. Another hoof touched her opposite shoulder, and she turned to see Sweetie Belle. Spike placed a clawed hand on Sweetie Belle’s shoulder. Thistleroot did the same to Apple Bloom, and Mimic put a hoof on his shoulder.

Scootaloo stopped trying to keep herself up through defiance, stubbornness, or anger. She didn’t need those things. Not when she had her friends to lean on.

“Well, now that we're friends, what if the three of us work together to find out who we are and what we're supposed to be? How about... The Cutie Mark Crusaders?”

“And I’m Spike, her number one assistant. What’s your name?”

“I'm Thistleroot, by the way.”

“My name is Mimic.”

“No matter how far you have to go, we’ll always be your friends.”

“We’ll always be the Cutie Mark Crusaders.”

Nocturne’s Magic broke against the magic of harmony. Scootaloo nearly fell as the strain that had been holding her up faded, but Apple Bloom half caught, half used her for support.

Dark sparks flickered from Nocturne’s horn, and Scootaloo braced herself once more, but no dark orb appeared. Nocturne shifted once again, and her chest rose and fell faster than before. The signs of exertion were faint, but she was tiring.

“I think that’s enough,” Discord said, resting his paw on Nocturne’s back. “Wouldn’t you agree?”

Nocturne froze, then slowly turned her head toward him. “You were bound.”

“Oh, yes, sorry.” Discord vanished in a flash and reappeared inside the chains that still held against the far wall. “Oh, whatever shall I do?”

For just the smallest fraction of a second, Scootaloo could have sworn she saw Nocturne roll her eyes.

“But enough about me,” Discord said, once again beside Nocturne. “What about you?”

“What about me?” Nocturne said. Scootaloo blinked in surprise. Not only had she dropped the royal we, but she asked the question in a normal sounding, albeit still regal and forceful voice.

“Well, you can’t seem to overcome the Elements of Harmony,” Discord said. “Oh, don’t feel bad, neither can I.”

“It is true that they can withstand my magic, but they haven’t defeated me,” Nocturne said.

“Yet,” Discord said. “But they will. If not these ponies, then others. The weapon I used on you last time will be recovered, or a new one will be made. I tried to conquer the ponies three times while you were imprisoned. They beat me every time.”

Scootaloo tried to meet her gaze, but it was all she could do to keep herself standing.

“You know, none of them realized they would be able to use the Elements of Harmony,” Discord said. “And they came here to fight anyway.”

“Why,” Nocturne asked, not toward Discord, but to Scootaloo and her friends. “Why would you try to fight an impossible battle. Why would you return?”

“Because, we have ponies that are counting on us,” Apple Bloom said. “We have families we have to protect.”

“And homes,” Thistleroot added. “Not just the one we want to rebuild, but all of the other cities you could destroy.”

“And what of you?” Nocturne asked, her gaze focusing on Mimic. “Your family and home are with the changelings.”

Mimic shook her head. “The only ones who ever treated me like a family are right here.”

“You think we’re too weak and soft to survive,” Scootaloo said. “But the world has changed while you’ve been gone. We don’t have to fight every day just to live. If anything, we’ve figured out how to survive better than any of the creatures you’ve created.”

At that, Nocturne straightened, her head tilted slightly.

“She has a point,” Discord said.

Nocturne paused. “She does.” Another moment passed, and then Nocturne stepped back. “I think you are right, Discord. That is enough.”

“Oh, thank goodness,” Discord said. “I was afraid I’d have to use this.” He held the tablet up and gave it a wave.

“Where did—” Thistleroot started, but just cut himself off with a groan.

“Ponies,” Nocturne said. “Today, you have proven to me that you are much stronger than I imagined. I can see now that I will have no rest, no respite should I insist on hunting in this claimed territory you call Equestria.

“That, and you have given me much to consider on the actions of those I trusted the most,” she added, turning toward Rosalia. Her horn flared, and the changeling queen stirred. “Rise.”

“Wait, are you saying...” Scootaloo trailed off, not entirely willing to believe what she was hearing.

“I have no interest in being sealed away again,” Nocturne said. “If it is true that Discord has faced your kind three times and failed, I am not foolish enough to repeat his mistakes. Not after seeing with my own eyes the determination you have shown today.”

“But what about the attack?” Apple Bloom asked. “The changelings are attacking Canterlot right now!”

Nocturne closed her eyes, horn humming slightly with dark power.

“We’ve only been here for a few minutes,” Spike said. “Maybe if Discord teleports us back, we can—”

“It is over,” Nocturne said. “I have ordered the overseers to pull the changelings back.”

“Or that,” Spike said.

Rosalia rolled and pushed herself up, blinking. She staggered, and nearly fell, before managing to straighten. She blinked again when she saw Scootaloo and her friends, still alive. “My lady?”

“Prepare yourself. We are to leave this place once our changelings return. And we have much to discuss about these messages your sister sent. The ones the young one spoke of.”

Rosalia glanced at Mimic, fear and hatred at war in her eyes, but she bowed. “Yes, my lady.”

“If I might suggest,” Discord said. “There’s quite a bit of undiscovered land to the west. You might try there, first.”

“Very well,” Nocturne said. She paused. “Will you be joining us.”

“Oh? Well,” Discord paused, thinking. “I suppose I could, for a little while. I was meaning to see how the world’s changed in the time I was locked up. I suppose I could tag along. Periodically, of course. I’ll still want to drop in on my friends here for tea.”

“Friends?” Nocturne said, shaking her head. “Truly, the world has changed if Discord can speak of friendship.”

“Apparently it’s magic, or something.” Discord shrugged. “I suppose—”

“What... what’s going on?”

Everypony looked to Rosalia.

The changeling queen stood, face a mixture of confusion and horror, not facing anypony in particularly. She lifted her head, and dropped it again. Her breathing hitched, and she did it again. She half turned, horn flaring with pink light, but nothing happened.

“Is something wrong, Rosie?” Discord asked.

Rosalia’s horn flared brighter, and she thrashed her head back and forth, left and right. “I can’t... I can’t...”

“She can’t change,” Mimic said.

“No!” Rosalia cried out as her horn flared again and again. “No, no, no, no, no!”

Finally she collapsed, horn still flared as she tried to change, legs covering her head as she kept saying “no” over and over.

Everypony watched her for several more seconds.

“It seems we will be taking a pony with us,” Nocturne said.

*****

“That’s it?” Scootaloo asked. “She’s just leaving?” She was in her own tent, back at Camp Canterlot. It turned out that heroes of Equestria got their own room.

She was sitting on the cot across from Discord. Her wing was bandaged, and everypony else had been checked out as well. Mimic’s leg would be in a splint for a while, but beyond that everypony would be okay. The rest of the day had passed in a blur of motion as the exhaustion settled in. Luckily, Scootaloo hadn’t been expected to talk much.

“Is that a problem?” Discord asked.

“I don’t know. I’m just used to bad guys being imprisoned, or purified, or...”

“Turned to stone?”

Scootaloo shrugged. “Shouldn’t we have at least tried to re-imprison her. We had the Elements of Harmony and the tablet. After everything that happened?”

“Most of that was Rosalia,” Discord said. “And she won’t be hurting anypony anymore.”

Scootaloo hesitated. “I guess. But what if she doesn’t leave for good?”

Discord made a yanking motion in the air, and suddenly the tablet was between his talons. “Then you use this.” He set the tablet down beside her.

Scootaloo looked down at it. She didn’t believe that it ran on batteries, not now that she’d had some time to think about it. It would have been easier to just seal Nocturne away again.

“You sealed Nocturne away before.” Scootaloo said. “You and all of the eternal spirits were trying to take over. Even though I thought I had to, I always felt guilty about helping the girls seal you away again.”

Discord said nothing.

“So, you’re going with them?”

Discord nodded. “Of course, I’ll still be able to pop in now and then.”

“Good,” Scootaloo said, smiling.

“Speaking of which, I should be going. I’m sure Nocturne will want to set out soon, and you need to get your rest. I’m sure Princess Celestia will want to give you and your friends medals tomorrow.”

Scootaloo made a face, but climbed under the covers. Without any further ado, Discord snapped and was gone.

Scootaloo blew out the candle beside her cot and leaned back onto the cot. It was still early, and there was plenty of noise coming from the camp outside, but as tired as she was from the past couple of days, sleep came almost immediately.

“Goodnight, Discord,” she managed before drifting off.

Goodnight, Scootaloo.

Epilogue Part 1: Two Weeks Later

“And then I shout, ‘Dinner tray to the face!’ and slam the tray over his head,” Thistleroot said as he and Mimic walked down Lincolt Avenue. “I throw the soup at the guard and run out of the cell. Made them both look like buffoons.”

“Uhuh,” Mimic said, a hint of amusement in her voice. “Sure you did.”

“Okay, how about the time I saved an innocent mare from two changelings during the attack on the grand galloping gala?”

“Sure you did,” Mimic said again. She was currently disguised as Wind Rider, just to avoid confrontation with passing strangers, but managed her usual level of smug disdain just fine. “Maybe another time. I was actually going to ask you something before we met up with the others.”

“Shoot,” Thistleroot said.

“Why haven’t you told Scootaloo how you feel yet?”

They walked for about half a block. Mimic began to grow uneasy as the silence stretched on, wondering if she’d crossed some line she should have known about. Ponies could be touchy about the most random things, and Mimic herself wasn’t comfortable talking about feelings and mushy stuff.

“Right,” Thistleroot finally said. “So, Scootaloo had just flown off to distract Lirian.” Mimic rolled her eyes and Thistleroot chuckled. “There’s a few reasons,”

Mimic perked up. “Oh? Let me guess, you’re afraid of rejection?” She tried to keep her voice light. Teasing.

“Sort of, yeah.” Thistleroot said. “Who isn’t?”

Fair, Mimic thought.

“But it’s not just that. I don’t really have the whole story, but Apple Bloom actually has feelings for Scootaloo too. Or had. Not sure which.”

“Really?”

Thistleroot nodded. “Er, but I didn’t tell you that.”

“Of course not.”

“But apparently after she confessed, they didn’t talk for something like two years, and I’m not entirely sure why.”

“So you’re keeping your mouth shut because she might,” Mimic repeated the word, emphasizing it, “might distance herself from you?”

Thistleroot shrugged. “Maybe someday, but there’s no rush. There’s no ancient evil breathing down our necks any more. I’m happy right now, why rock the boat?”

“We’re not on a boat.”

“No, that’s just an...” Thistleroot paused as she grinned. “Well played.”

She nodded in acknowledgement. “You’re dumb.”

He arched an eyebrow. “Oh?”

“What if you do tell her later, and find out she felt the same way? You’ll have wasted all that time.”

Thistleroot shrugged. “It’s not wasted if I’m happy, is it?”

“That’s dumb.”

“I prefer the term ‘zen’.”

Mimic paused. “Okay, that one I really don’t know.”

“That’s fine, I’m not sure I do either.” Thistleroot shrugged again. “I’ll tell her if I ever feel the time is right. I’ll play it by ear.”

Mimic shook her head. “I still think you should take a chance and tell her.” It’s not a chance all of us have, she thought.

She considered taking her own advice, but their conversation came back to her, as they did every time she almost said the words.

It’s not you, it’s me. There’s somepony else.

Sure, he’d misunderstood the situation. He’d thought he was talking to Wind Rider, the pegasus, not Mimic, the changeling, but that didn’t matter. He'd had a reason to refuse. A reason that had nothing to do with Wind Rider, and everything to do with Thistleroot himself.

Two ponies were waiting at the intersection ahead of them.

“Mimic! You’re back!” Sweetie Belle called out as she and Apple Bloom noticed them.

“Yes,” Mimic said as they got closer. “I returned with my brother early this morning.”

“Oh, good,” Sweetie Belle said, her smile showing just a hint of discomfort at the thought.

“We met with your Princess Celestia when we arrived,” Mimic continued. “And she has agreed to allow him to remain, on several conditions.”

“What conditions?” Apple Bloom asked.

“He’s basically under house arrest,” Thistleroot said, “For pretending to be me and trying to kill Scootaloo.”

“Yes, that,” Mimic said, a little uncomfortable with the direction of the conversation. “I admit, he’s not...” She trailed off.

“The princess understands the circumstances,” Thistleroot said. “She understands what his life was, and that not everything he’s done was of his own volition, but he’s still dangerous, and has done some terrible things. He’ll live here, but he won’t be allowed to wander. If he’s ever unhappy with that, he can return to the changelings wherever they end up settling.”

“Yes, that,” Mimic said again. In the end, Scootaloo had held up her end of their bargain perfectly. Mimic knew she shouldn’t have been surprised, but a lifetime of cynicism was proving to be a hard habit to break.

Still, she had all the time she needed, didn’t she?

“Well, howdy!” Another voice called out. Mimic turned to see seven figures walking toward them. Most were only vaguely familiar. She’d seen them once or twice each in the past two weeks, though the wings and horn of the alicorn princess in the middle were unmistakable. With them was Spike.

“Howdy, sis,” Apple Bloom responded.

Thistleroot squeed, hopping from right hooves to left and back again. “It’s the Elements of Harmony!”

“Now, Ah thought I told ya ta stop calling us that, seein’ as how we ain’t connected to them no more,” the orange one, Apple Bloom’s sister, said. Applejack? Yeah, that sounded right.

“Right, right,” Thistleroot said, taking a calm voice. “Sorry. I’ll get used to the whole starstruck thing eventually. Let’s try that again.” He bounced back and forth from left to right, squeeing again. “It’s the heroes of Equestria!”

“Thistleroot, please,” the blue pegasus said, rolling her eyes. “Continue.” Rainbow Dash, Mimic remembered, looking at her mane. Scootaloo’s sister.

“Anyway,” Applejack said, ignoring the pegasus, “what do ya’ll say we get this show on the road. We’ve got a lot to be doing.”

“Sure thing, sis,” Apple Bloom said. “We’ve already talked it over. Thistleroot and Ah will help ya out in the gardens.”

“Good on ya. We’re gonna need a lot a food come winter.”

Thistleroot snapped a salute. “You can count on us.”

“I’m going to help with cooking!” Sweetie Belle said, enthusiastically. “All of the builders are going to need hot lunches, after all.

“Oh,” the older white unicorn that could only be her sister said with a forced smile. “Are you sure you don’t want to help me and Twilight with the planning?”

“Nope!”

“Well, that’s great!” the pink one said, voice much too loud for Mimic’s taste. “We can use all the help we can get.”

“Well, I suppose you have... learned some... since you were younger,” Sweetie Belle’s sister said, glancing aside, nervously. Mimic made a mental note to never let Sweetie Belle cook for her.

“Mimic, wasn’t it?” the princess, Twilight Sparkle asked, looking at her. She nodded. “I know it wasn’t your city to begin with—”

“I’m here to help,” she answered before Twilight could finish the question.

“I’m glad to hear it,” Twilight said, giving her a genuine smile. “You’ve decided to stay, then?”

Mimic shrugged. “I guess. Somepony promised me a ficus if I did.”

“What’s a ficus?” Rainbow Dash asked.

“No idea. I’ll join the cleaning teams. I can use magic to break up rubble pretty well.”

“Sounds like a plan. You’ll be with Rainbow then,” Applejack said. “Well, no time like the present.”

“Agreed,” Thistleroot said. “Meet back up for dinner?” Apple Bloom, Sweetie Belle, and Spike nodded in agreement, and the group broke up.

Thistleroot had a point, in his own weird way. She had friends now. A place to live where her survival wasn’t dependent on how hard she worked. It surprised her to realize that she was actually happy at the moment. She could be zen, for a little while at least. Whatever that actually meant.

Mimic looked back at Thistleroot one last time, but he was already following Apple Bloom and Applejack down the road. She turned to follow Rainbow Dash, and let herself smile.

Maybe someday.

Epilogue Part 2: Scootaloo's Choice

Animals screeched and howled, ran and hid, scratched and dug and fought. For centuries, no creature had dared stake a claim on this section of the forest, but that had all changed in an instant.

A creature appeared in the clearing before the ancient building, one even more foreign to the stretch of forest surrounding it than all the others. The draconequus simply observed for a time, noting the rustling leaves, the tracks of predator and prey alike. Time had begun to move again in the clearing.

He walked up the stone steps, noting the condition of the building itself. The walls were like new, only now beginning to wear the sun and wind and rain that fell on them. He leaned in and gave the door a quick lick, smacking his lips a few times thoughtfully. Satisfied, he snapped his talons and the world around him shifted. He stood in a forest, far to the west of Equestria. Sitting before him, looking up at the night sky was a pink unicorn.

“Rosalia,” he said in greeting.

“I still don’t want to talk to you, Discord,” she answered, not looking at him. Ignoring her words, he crossed the space between them and sat next to her, joining her. It was a clear, cloudless night, perfect for looking up at the stars. Or the moon.

“Oh, was that happening tonight?” Discord said, seeing that the moon was clear, the dark silhouette that had marked it for ten years now had vanished.

Rosalia sighed. “If I answer, will you leave me be?”

“Maybe.”

“Yes, that’s happening tonight. I suggest you don’t go anywhere near them. I’m sure Nocturne's and Chrysalis’s discussion of my sisters' betrayal will be... intense.”

“Fine, I guess I can wait until morning to start catching up with her.” They fell silent for a few minutes before Discord finally asked, “You never told her, did you?”

"Tell who what?”

“Tell Nocturne. Libiris has been unsealed. I assume you knew.”

Rose turned toward him for the first time. “How did you know about that?”

“Oh, please. As much as I do so love our little chats, I have other friends. Scootaloo told me all about it.”

Rose’s lips drew back into a snarl at the sound of the pony’s name.

“Oh, right, touchy subject,” Discord said, not bothering to sound sorry. He waited long enough for her to compose herself. “So, you haven’t told her, have you?”

“No.”

“Well, why not? I’d think you of all changelings, sorry, you of all ponies would care about that.”

Rose Thorn turned to answer him, face emotionless, voice level. “When I exert myself, I get sore,” she said. “If I truly push myself, the soreness can even extend into the next day.”

“Oh, how awful,” Discord said.

“When I stay awake for too long, I find myself beginning to tire. If I go more than a few hours without food, I grow hungry. Do you understand what I’m saying.”

“I do,” Discord answered without his usual glee.

“At first, I thought the Elements of Harmony had stripped me of my ability to shapeshift and left me stuck in this form, but that’s not true. The elements changed me. They altered me on a level no changeling could ever hope to achieve. I’m not a changeling queen. I am in every way possible, a pony. Already I can feel it happening. I’m getting older. Some day, relatively soon, I’m going to die.

“So tell me, Discord. Why should I care if everyone else dies too?”

“Well, I suppose I can understand, but I would think somepony whose life expectancy has already been shortened would want to hold onto as much of it as she has left. Sure, it’s not a millennia, but another sixty years is better than another six months.”

“Hardly,” Rose said. “Besides, even if I told her, there’s nothing we can do about it. You have your friend to thank for that.” She shook her head. “You and Nocturne being freed at the same time. The Archive too, if he survived. It’s not just a coincidence.

“There’s more,” she continued. “Celestia and Luna. The unicorn that fought Nocturne. Children compared to the others, but I have no doubt they will find themselves mixed up in this. Perhaps Twilight would have too, if she’d had more time to grow.”

“Hmm, yes. I have to admit, even I didn’t see that twist coming,” Discord said. “Our little alicorns, all grown up.”

“We played our trick,” Rosalia continued, ignoring his remark. “We bought our time, and now a thousand years of interest has come due. The War of the Eternals will return.”

Another moment of silence passed between them.

“You’re turning into a buzzkill in your old age,” Discord said.

*****

Celestia entered her personal tent. She’d finished with the morning petitioners, and had just enough time to put water on for tea before her next meeting. To her surprise, her quarters weren’t empty. Sitting on her cushion was a middle aged unicorn. He had a gray coat and a dark mane streaked with white.

“I was wondering when you would show up,” Celestia said. She turned, horn glowing lightly as she began setting up her teapot.

The grey unicorn chuckled silently. “Yeah? Took me a while to put myself back together this time. That’s not what I’m here about though.”

“Of course not,” Celestia said, finishing with the tea pot and crossing the tent to sit. “One would think the pleasure of my company is enough of a reason to visit.”

The grey unicorn chuckled again.

“It’s good to see you again, Al.”

“You too, princess,” he said. “Not going by that name anymore, though. Best to leave Al A Kazam to rest.”

“Then what will it be this century?”

“Abe,” he answered simply. “Anyway, I wanted to give you a warning. Something’s happening out there. I’m not sure what, but all kinds of artifacts and ruins are lightin’ up across Equestria.”

Celestia frowned. “I had hoped we’d have some time to rest.”

“Sorry.”

“What are you going to do?”

“I ain’t gonna do anything. I’m retired. For real this time. But you should keep your eyes open.”

Celestia nodded. “Well, that’s ominous, but I will do so. Now then.” Celestia turned to look at the clock on her desk. “I’m expecting Scootaloo in a minute. Would you care to stay for tea?”

“Nah, I best be going. I’ve got a beach I need to get back to. Take care, princess.”

“You too,” she paused, trying to recall the name he’d given, “Abe?”

He nodded. “It’s short for Abra K—” Princess Celestia’s pained groan cut him off. He gave one last silent chuckle and turned to leave the tent.

“What the?” One of the guards outside said. “Where did you— Intruder!”

“Keep up the good work,” he said. There was a flash of light followed by confused mutterings, and the tent flap was thrown open. “Princess Celestia?”

“Everything is fine,” she said, fighting a smile. “Please, return to your post.”

The guard did so, hesitant, and several minutes later the tent flap opened again.

“Send her in,” Celestia said before the guard could ask. He nodded, stepped back, and Scootaloo entered the tent. One wing was still bandaged, though Celestia had heard the bandages would be removed for the last time later today. Under the other wing, Scootaloo carried a small, plain wooden box. “Good afternoon, Scootaloo.”

“Princess,” Scootaloo said in greeting, leaning forward into a respectful bow.

“Please, stand,” Celestia said. “This needn’t be a formal meeting.” Scootaloo straightened. “Would you care for some tea?”

“Okay,” Scootaloo answered, crossing the tent and sitting on one of the seats next to Princess Celestia’s cushion. She set the box onto the table.

Celestia smiled as her horn glowed, lifting the teapot and cups. Such a long way she’s come, she thought. Less than a year ago, she was terrified to be in the same room as me.

She poured the water and placed the cups onto the table, then levitated the sugar dish to the table. Scootaloo began spooning sugar into her tea.

“So, what did you want to talk about?” Celestia asked.

“Well,” Scootaloo said, hesitating. Her first show of nerves since entering the tent. “Do you remember our conversation a few weeks ago? When you first saved me from Lirian? You told me about how you got your cutie mark.”

“I remember.”

“I’ve been thinking about it a lot.”

“I see,” Celestia said. She took a sip of her own tea, then stirred in a little more sugar. “Have you reached any conclusions?”

“I think so,” Scootaloo said.

“And?”

“Well, I don’t want to seem arrogant or anything, but when I think about it, Sweetie Belle, Spike, and Apple Bloom wouldn’t have known Thistleroot or Mimic without me. We wielded the Elements of Harmony together, but we wouldn’t have been able to if I hadn’t become friends with everypony first.”

“That’s true,” Celestia said.

“And back when I first got my cutie mark, I was trying to help Discord because he was my friend.”

“Is that what you think your cutie mark is supposed to mean, then?” Celestia asked.

“I don’t think it’s that simple,” Scootaloo said. “Cutie marks can mean a lot of things. I think you were right when you said I got it because of what I did that night, just like how you got yours. But it doesn’t have to only mean that I used the Element of Betrayal. I nearly lost my friends, but I did it to help another friend. Now I have Discord, Rainbow Dash, Spike, Apple Bloom, and Sweetie Belle. I even have Thistleroot and Mimic, and I know I won’t betray them or anything.

“You told me that you got your cutie mark because you raised the sun. I don’t think anypony could really say that your mark is supposed to mean anything else, but to you it’s more about caring about ponies, and guiding them.”

“I’m glad you took what I told you that night to heart,” Celestia said. “You really do understand, then. Tell me, what did you choose as your cutie mark’s meaning?”

“Well, about that. I got the idea after we went back to Night’s End. When I used the Element of Magic. I’m not a unicorn or anything, but it’s not that kind of magic, right?” Scootaloo shifted uneasily and then pushed the box to the center of the table. “This is kind of silly, but I thought it was the best way to explain it. Rarity helped me make it.”

Celestia tilted her head, curious. Her horn glowed and the lid of the box lifted. Inside, nestled in a dark satin cloth, were a pair of multicolored gemstones cut into the shape of Scootaloo’s cutie mark. Two halves of the heart that represented the fire of friendship, split by a jagged crack.

Celestia didn’t understand until Scootaloo reached out and took one of them. Attached to the top was a thin golden chain. Celestia picked up the other to find an identical chain.

“I was afraid of you for a long time,” Scootaloo said. “I always wondered why you hadn’t really punished me, and I was afraid you’d change your mind. Even after you saved me, and I realized you weren’t going to just banish me one day, you were still intimidating.”

Scootaloo held up the half of the heart she was holding. “You’ve been a princess and a mentor, but after everything you’ve done for me, there’s something else I want to think of you as.”

Celestia smiled. She turned the gemstone in her hoof, admiring the way the candlelight gleamed over its many facets. She pushed it against the gem Scootaloo was holding. The two halves of the necklaces fit together perfectly.

“I would be honored to be your friend, Scootaloo.”

A Fresh Start

Scootaloo buried her head deeper under the pillows, a muffled growl of frustration barely audible in the dim bedroom. She lay in bed fuming for who knows how long. She didn’t care either. If it had been up to her, she’d have been there all night.

“Scootaloo?” The door to her rented apartment creaked open and a familiar rainbow mane poked inside. “You in here?”

“No.”

“Hey, I heard about what happened,” Rainbow Dash said, stepping inside. She was still dressed in her flight suit, and her mane was more tousled than usual. She was older than when they met, but still young enough to compete. She was only an inch or so taller than Scootaloo these days.

“It’s nothing.”

“Sure it is. But, if you don’t want to talk about it...” Dash trailed off before turning back to the door.

Scootaloo tossed the pillow aside with a sigh. “Wait.”

Rainbow pulled an about face and waited.

“It was stupid. I found out...” She trailed off unintelligibly.

“Sorry, what?”

“Nimbus was seeing somepony on the side.” Scootaloo flopped over, turning her back to Dash and glaring angrily at the wall.

“Oh, I hadn’t heard that part,” Dash winced. “I’m sorry.”

Scootaloo shrugged. “He’s a jerk. I let him know it.”

“In front of everypony?”

Scootaloo sighed again, “Yeah.”

“Including his dad?”

“I didn’t want that job anyway.”

Dash shook her head. “Scootaloo, you need to find something. This is the third time you’ve been fired this year.”

“I know, I know. What, should I have pretended everything was fine?”

“I guess not.” Rainbow smiled slyly. “You at least get your point across?”

Scootaloo turned over and broke into a smile of her own. “He’ll have a pair of black eyes for at least a week. The jerk went down like a sack of bricks.”

Rainbow laughed and walked further into the room, sitting next to the bed. “You didn’t need a guy like that anyway.”

“Yeah,” Scootaloo agreed, eyes drifting slowly toward her own flank. “Still...”

Rainbow Dash caught her chin with a hoof, “We already agreed, that has nothing to do with it. You show me 10 ponies with cute little hearts on their flanks, I’ll show you 9 with relationship troubles.”

That got another short laugh from Scootaloo.

“So,” Dash said, an upbeat shift in her voice. “There was another reason I came over. I got a letter today. Derpy gave it to me when I stopped by the Cake’s. Asked me to bring it by.”

Scootaloo’s head perked up, a curious frown on her face. “A letter?”

Dash reached back to a small pouch under her wing and pulled out a slightly beaten scroll. With a flick of her head, she tossed it onto the bed.

Scootaloo stared at it, eyes narrowed in annoyance. “The seal is broken.”

“Oh, hehe, how did that happen?”

Scootaloo rolled her eyes and nudged it open. “It’s from Princess Celestia? She wants me to go to Canterlot.” Scootaloo frowned. She hadn’t been to Canterlot for the better part of two years. She couldn’t help but feel ashamed whenever she so much as looked at the princess. Her stomach twisted uncomfortably.

When she’d still been a filly, almost ten years ago, she’d been living on the streets, barely getting by. A spirit named Discord had started being kind to her, talking to her, feeding her, and she’d fallen for his lies. She’d done some bad stuff to help him. It had taken two of her friends being mind controlled and an impending invasion from fire wielding changelings to make her come to her senses.

“I don’t know,” Scootaloo said, staring down at the paper. She glanced up to see Dash watching her, face set in a firm expression.

“Well, I need to find another job, don’t I?” Scootaloo stumbled over the words. Dash didn’t say anything.

“I... fine.” She said with a defeated shrug. “I guess I owe her that much.”

Dash nodded approvingly. “We’ll fly down tomorrow. Be sure to pack anything you might need in the next few weeks.” With that she turned and left.

“Alright, see you tomorrow, sis.” Scootaloo’s head flopped back onto the pillow. It came back up a second later. “Wait, a few weeks?”

*****

Scootaloo’s stomach squirmed for the hundredth time as Canterlot Castle came into view. They’d taken it easy, and it was well past noon by the time they arrived at the front gates. A small group of Royal Guards were waiting for them.

The castle looked the same as always, bright and solid, standing majestically over them. The grounds were well kept, grass gently sloping down to the labyrinth. Scootaloo could just make out the statues in the distance, and thought she saw the tip of a horn above a large figure of Starswirl the Bearded.

“This way, please,” one of the guards said.

“Alright, I’ll meet up with you later.” Rainbow Dash waved and began to trot away.

“Wait, wait, what?” Scootaloo said, voice a bit higher than she meant.

“The princess wants to talk to you, not me.” Scootaloo watched in horror as Dash trotted calmly down the road.

“Miss?” The guard said impatiently.

“Uh, right,” Scootaloo said. Come on, she thought, It’s not like this is your first time talking to the princess. If she wanted to banish you, she’d have done it years ago.

The guard led her up into the castle, through several familiar halls, and to Princess Celestia’s personal quarters. She was asked to wait in the hall as the guard went ahead to announce her.

Scootaloo stood in silence, sweat dotting her brow as the seconds ticked by. She knew it was ridiculous. Celestia had been more than understanding. She knew how easily Discord could manipulate ponies, and the punishments handed out to Scootaloo and her co-conspirators had taken that into account.

But Scootaloo had turned the princess into a statue for crying out loud. Maybe it would have been better if Celestia had banished her. At least then Scootaloo would feel the scales were even, and she wouldn’t feel so ashamed every time she saw the princess.

Of the five, Scootaloo’s punishment had been the longest. She’d been the first to help Discord, and the only one to do it knowing all the details, completely of her own free will. She sometimes got the feeling Celestia hadn’t wanted to punish any of them, and that it was more of a formality.

The first thing she’d done was put Scootaloo in a foster home, since she was too young to stay on her own. “She’ll be watched constantly,” Celestia had said, “by somepony I trust, and who has performed great services for Equestria before.” Dash had been more than happy to watch over the “dangerous criminal”. In fact, Scootaloo had been living with Dash for several days before the Princess ordered her under house arrest.

Scootaloo had spent the next few years making amends to the ponies of Equestria, basically helping around communities. Some ponies had objected to such a lenient sentence, but Celestia had the final say, and Scootaloo was just a foal after all.

Finally, the door opened again and the guard gestured for her to enter.

“Scootaloo,” Celestia said in greeting as she entered. She stood beside a large wooden desk, pastel mane flowing gently in the still air. The princess smiled kindly. “So good to see you again. Please come in.”

Scootaloo took a few steps into the room and bent her front legs in a bow. “Princess Celestia.”

“Please, stand up. I don’t mean for this to be a formal meeting.” Scootaloo straightened and fidgeted her wings nervously as she waited. The princess continued, “Would you like me to send for something? Tea, perhaps?”

“Uh, no thanks.” Scootaloo wished the princess would skip the pleasantries and get to the point.

Celestia seemed to pick up on her mood. “I’m sure you’re wondering why I asked you here.”

“Kind of,” Scootaloo admitted, nervously glancing out the window.

Celestia moved over to several cushions and took a seat on one of the larger ones. Scootaloo sat on a smaller one, keeping her rigid posture. “I have a favor to ask of you,” Celestia said.

“A favor?” Scootaloo repeated, blinking.

“Yes. I’m sure you’ve heard of my school for gifted unicorns?”

Scootaloo nodded. It was the same school Twilight Sparkle had gone to.

“It’s recently been expanded to include courses for Pegasi and Earth Ponies too.”

“Okay?” Scootaloo said, still not sure what it had to do with her.

“And with the increase in students, we’ve had to hire on more staff as well.”

“Okay?” Scootaloo said again. A thought struck her a moment later, and she almost laughed. “Wait, what kind of favor did you want exactly?”

“I’d like you to come to the school as an assistant flight instructor.”

“But, why me? I’m no teacher. I can’t even hold down a weather control job.” Scootaloo frowned and shifted slightly, just enough so her cutie mark was out of view.

Celestia frowned as well. “Ah, I heard about that this morning. I’m sorry for your trouble.” Scootaloo shrugged and she continued, “Considering the circumstances, this might be a good chance for you.”

“But why me? There’s a ton of ponies more qualified.”

“Maybe, but you were personally trained by one of the wonderbolts,” Celestia said. “I’m not asking you to come on as a full time instructor, just an assistant. I think it would be good for you.”

Scootaloo’s frown deepened. The princess thought it would be good for her? She suddenly got the feeling that Celestia was trying to give a favor more than ask for one. Or maybe it was both. Either way, Scootaloo was without a job, and as intimidating as the princess could be, she’d never been less than kind to Scootaloo.

“Alright,” she said, trying to keep her voice even, “why not?” She could give it a try, for the princess at least. It shouldn’t be too hard, teach a couple foals to beat their wings, make a few bits while she was at it.

Really, what could go wrong?

Cutie Mark Crusaders

Scootaloo sat at a table outside a small cafe, idly fidgeting with the salt shaker. It was a pleasant Saturday afternoon, and her first day off since coming to Canterlot. The wooden table was shaded by a large umbrella, and the light breeze made the day just perfect.

"Excuse me, ma'am," a young waiter asked, approaching her table. "Are you ready to order?"

Scootaloo glanced at the empty seat across from her and frowned, thinking, He's late.

"Or would you rather wait?" the waiter asked, noticing the look.

Scootaloo shook her head. "He'll be here soon. I'll have a daisy sandwich. Large order of hay fries for him, extra crispy. And two lemonades, please."

"Coming right up," the waiter answered with a polite smile.

Scootaloo went back to fidgeting with the salt shaker, but didn't have to wait much longer. "Hey, Scootaloo!" A purple dragon circled around into view.

"Hi Spike," she answered.

Spike had grown some since the last time she'd seen him, and was now a bit taller than most ponies. He was less awkward than she would have expected, having seen him go through a magical growth spurt when they were young. This time around he'd grown at a natural pace, and had avoided the gangly limbs.

"Sorry I'm late," Spike said after taking the seat opposite her.

"It's fine. Good to see you again."

"Yeah. It's been a while," Spike agreed.

"How have things been since the move?" Scootaloo asked. A year or so earlier, Spike and Twilight had moved to Canterlot. Twilight, being part of the court not only through her brother's marriage, but as a princess by her own merit, had been taking on more responsibility in the past few years.

They weren't the only one's who had moved to Canterlot. Rainbow Dash had her own place there, though she usually prefered Ponyville in the off season. Rarity had set up a new boutique and made a name for herself with the help of some of her associates, particularly Fancypants. Sweetie Belle had gone too, eager for the chance to see more of Canterlot. Of course they still made time to visit their friends and family in Ponyville when they could.

Spike happily talked about the work he'd helped with and the ponies he'd met since moving to Canterlot. After the food arrived, he asked about Scootaloo's first week at the school, laughing and wincing in all the appropriate places as she talked about Coach Thunderhead and her new friends.

"So, have you heard anything from..." Spike struggled to find the right words. "them?" he finished lamely.

Scootaloo knew who he meant. He'd been part of the group that had sided with Discord. The five of them hadn't been very good friends, but she could understand his curiosity.

"I haven't heard from Gilda for a while. I think Trixie is in Las Pegasus, putting on shows. They're both doing fine, as far as I know. Diamond Tiara is still in Ponyville. She has a new coltfriend, somepony named Nimbus."

"Good for her," Spike said half heartedly. "How are Fluttershy, Pinkie Pie, AJ, and Applebloom doing?"

"Same as usual. Pinkie's planning some kind of partnership with the Flim Flam brothers. Some kind of automated, traveling party machine."

"Scary," Spike said seriously.

Scootaloo nodded before sighing. "Applebloom still doesn't talk to me much." As she said it she imagined a tingling itch on her flanks. "Guess I can't blame her."

Spike frowned. "It's not your—" he cut off at a glare from Scootaloo. "Okay, okay. It's your fault, but still. They didn't do anything to help, and two years is a long time to hold a grudge. Maybe the three of you should sit down and talk about it?"

Scootaloo's glare faded and she sighed. "Maybe."

"Oh," Spike said, eyes brightening. "I just remembered. Speaking of Applebloom and Sweetie Belle, have you heard about the new group popping up in Canterlot?"

"Uh, no. Why? What does it have to do with them?"

"Nothing, really. It's just, they call themselves the Cutie Mark Crusaders."

Scootaloo arched an eyebrow before giggling. "Really? What, is it, Canterlot's own group of blank flanks?"

Spike shook his head, "They're mostly older ponies, between our age and Twilight's."

"So why do they call themselves the Cutie Mark Crusaders?"

"I dunno. They're pretty new, I've only heard them mentioned here and there. The princess asked Twilight to look into them, but she hasn't found anything yet."

Scootaloo giggled again, and on that lighter note they continued their lunch.

*****

"The Cutie Mark Crusaders?" Thistleroot asked, levitating a book onto a nearby shelf and picking up another. "Yeah, I've heard of them. A couple students talk about it, it's some kind of activist group." The stood in the campus library. Thistleroot had volunteered to help organize and shelf an order of new books.

"Activist group?" Scootaloo had been thinking of the Crusaders as a club. Activists sounded more serious. Or maybe he meant like hippies, holding peace rallies and braiding flowers together to wear.

"Yeah," Thistleroot said, checking the spine of another book. He paused, blinking once. "At least, I think they're activists. They might have been progressivists. Or were they cultists? Eh, it was one of those ists words." He slid the book into position and levitated a new one from the pile. "Why do you ask?"

"A friend told me about them the other day. I used to be in a club called the Cutie Mark Crusaders."

"You were a cultist?"

"What? No, it was just a club. We had a tree house and everything, where we tried to find our special talents."

Thistleroot glanced back at her, eyes darting toward her flank for a moment. "Out of curiosity, what is your special talent?"

Scootaloo gave a mental groan. She'd been expecting the question sooner or later. "I was a real heartbreaker back in school," she said with a playful wink, mentally wincing at how forced it sounded.

Thistleroot tilted his head forward, eyebrow raised skeptically. "And you discovered that talent in a treehouse with your friends?"

"Huh?" Scootaloo blinked.

"Okay," Thistleroot said, drawing the word out as he turned back to the books.

"Well what about you?" Scootaloo asked, pointing to a single vine curved into a long S on his flank.

"I've always been good with plant based magic. Making them grow and stuff." He worked in silence for a minute before saying, “If you’re curious about them, why not go to a meeting?”

“Do you think I can? Just go uninvited?”

Thistleroot shrugged. “Sure. They’re a public group, not some kind of secret organization. Unless they’re a cult, then it might be a problem.”

“They aren’t a cult,” Scootaloo assured him, rolling her eyes.

“I’ll ask around, see if I can’t find out where they’re meeting.”

*****

“So, why exactly am I here?” Thistleroot asked as they trotted down the street.

“Because we’re curious about the Cutie Mark Crusaders.”

“No, you’re curious. I’d rather be at home asleep.”

“Toughen up. It’s barely ten.”

Thistleroot turned off the street and onto a paved path surrounded by trees.

“This is where they’re meeting? It looks like somepony’s house,” Scootaloo said, looking up at the three story building ahead of them. The yard it stood on was just as big, and sloped up to the house from the main road. The word manor came to mind.

“Yeah,” Thistleroot agreed, checking his notes again. “I’m pretty sure this is it, though. Unless they gave me the wrong address. Does this look like a one, or a seven to you? Or maybe it’s a two.”

“Ugh,” Scootaloo groaned in frustration. “Maybe we should head back.”

“Oh, or we can ask them for directions,” Thistleroot said, pointing a hoof. Scootaloo looked up to see two Stallions walking along the path ahead. Without thinking she shoved him hard, pushing them both off the path and into the cover of the trees.

“Oww!” Thistleroot complained, landing on his side. “What the hay?”

Scootaloo shushed him and whispered, “This house obviously belongs to some rich bigshot. I don’t want anypony to catch us trespassing or thinking we’re thieves.”

Thistleroot dropped his voice into a whisper of his own, “I don’t think hiding in the bushes will convince anypony of our good intentions.”

“Yeah, yeah. We’ll just wait till the pass and then sneak out,” Scootaloo said. They fell silent as the two stallions drew closer. Scootaloo couldn’t make out any details in the shadows, except that one was a unicorn and the other a pegasus.

“That should be the last of the Crusaders,” one of them said in a deep, smooth voice. “Keep somepony at the front gate to turn away any late arrivals.”

“Yes sir,” the other answered. “Do you wish me to tell them anything else.”

One of the shadows shook his head. “Only that we have to reschedule.”

“Yes sir,” the second stallion said again as they drew even with Scootaloo and Thistleroot.

The first muttered almost inaudibly, “Why must they make things so difficult, Silver Shield?”

“To keep you in your place, I daresay,” the one called Silver Shield answered.

The first sighed, “Maybe I should have held the meeting anyway, just to see how they handled it.”

Silver Shield laughed and said something more, but they’d drawn too far away for Scootaloo to make out all the words.

“Ha, I was right, it was a seven,” Thistleroot whispered. Scootaloo nodded. They’d clearly come to the right place.

“I guess we should come back another time,” Scootaloo said. With a nod of agreement, Thistleroot took the lead through the dark trees and bushes.

They traveled silently for a few moments as Scootaloo thought over the conversation they’d heard. It sounded like the unicorn’s boss had called him in for overtime, or something like that. She frowned. Something didn’t feel quite right.

“They’re coming back.”

Scootaloo froze as the two stallions came into view ahead. She shook her head, they weren’t the same. The pegasus had stayed behind, and another unicorn had taken his place.

“With all due respect,” the deep voiced unicorn from before said, “these meetings are very important.”

The new unicorn made a dismissive noise, and Scootaloo realized it was a mare. “Not as important as you seem to think, Mr. Shine. Tell me, how have things been progressing with your little princess?”

“Bah,” he spat. “Twilight is a lost cause. We’re better off forgetting about her, or better, getting her out of the way early.”

“No,” the mare said. “Something that overt this early would ruin everything.”

Scootaloo blinked slowly as the ponies once again passed.

“Scootaloo? Where are you going?” Thistleroot hissed as she started toward the house. She kept walking. A few seconds later she heard Thistleroot clumsily rushing through the trees to keep up.

“Scootaloo?”

“Princess Celestia wanted Twilight to look into the Crusaders. If they were some harmless group, the princess wouldn’t waste the resources. With the school expanding, she can’t afford to go investigating every club that pops up.”

“Twilight?” He blinked, looking up to the house. “Wait, were they talking about Twilight Sparkle? Like, the saved the world, Element of Magic, Princess of Friendship Twilight Sparkle? You actually know her?”

“Yeah,” Scootaloo whispered. “And it sounds like she’s in danger.”

“Then that’s even more reason for us to not be here.” Scootaloo ignored him and kept walking. “If we leave now, we can tell Princess Twilight and the Princess Celestia what we heard.”

Scootaloo frowned. It was a good point. “You go back, I just want to take a look around. If anypony sees me I’ll bolt.” She gave her wings a little stretch as she said it.

The house seemed bigger up close, looming over her like a creature from the Everfree forest, waiting to pounce. She crept closer, bent low to the ground, eyes scanning the grounds around her.

“There’s a window over there.”

She bucked at the source of the voice behind her, wings coming up on instinct. Her back hoof connected with something soft and a weight hit the ground. She realized the voice had been Thistleroot’s and turned back to glare. “Don’t scare me like that!”

“Won’t happen again,” he said weakly, clutching his snout.

“I thought you were going back.”

“And try to get past that Silver Shield guy by myself? No thanks.”

“Why not just teleport out?” Scootaloo whispered as she started toward the house again.

“Ha, good one,” Thistleroot laughed quietly. She glanced back at him and he frowned. “Wow, you’re serious. What do I look like, the pony god of magic? Teleporting is hard stuff.”

Scootaloo shook her head as they reached the wall of the house and skirted around to the window Thistleroot had pointed out. The room beyond was dimly lit and empty, a spare bedroom.

They continued circling the house, looking into several empty rooms to no avail.

“What’s that down there?” Thistleroot asked, pointing to a bar of light at ground level ahead of them.

“A basement window, I think.” The two ponies crept stealthily toward it. The window was only a few inches high and looked down into a room full of ponies. The light was coming from a circle of candles around the group. All the ponies wore similar blue robes, and stood in a perfect circle. At the center was a unicorn mare, wearing Silver robes. She was talking, but they couldn’t make out any words through the glass.

“Huh,” Thistleroot mused. “Look at that. They really are a cult.”

Zombie Cultists Don't Fly Either

“I’m starting to think your common sense died in your adolescence.” Thistleroot commented dryly as Scootaloo climbed in through an open window.

“It probably entered a suicide pact with your sense of humor,” Scootaloo shot back before reaching out and offering him her hoof.

“Now that hurt,” he said, reaching up and climbing in after her.

They’d climbed into another bedroom, dimly lit and boring. “What exactly are we looking for?” He whispered.

“Anything that can tell us more about them.”

“How helpfully vague.”

Scootaloo eased the door open an inch and peaked into the hall beyond. It was brightly lit and warm. A painting hung on the wall across from the door. It was one of those abstract pictures of blocks and circles that only professional artists and kindergarteners really understand.

“Ok, big house, expensive and pointless tastes, that tells us something, right?” Thistleroot asked.

“Yeah. It tells us he’s a rich pony living in the world capital of rich ponies. Come on.”

The first step into the hall was the hardest. Scootaloo’s hoof trembled in the air for a moment before coming down on the thick white carpet. Another few steps, and she was out in the open.

“I vote we climb,” Thistleroot whispered, nodding to a flight of winding stairs at the end of the hall. “Get as far away from any zombie cultists as we can.”

Scootaloo nodded. “Wait, when did they become zombies?”

“Probably when they were bitten,” Thistleroot answered before taking the lead. Scootaloo thought about arguing, but finally just shook her head.

“Rose,” a voice said from the other end of the hall, “May I have a word with you privately?”

Scootaloo swallowed a startled gasp and pushed Thistleroot to climb faster. They’d already passed the second floor and were halfway to the third.

“If you must,” another voice answered. Scootaloo recognized her as the unicorn mare from outside. She and Thistleroot reached the top of the stairs and half-galloped down the next hall. “I—”

“Wait,” the stallion said. “Did you hear that?”

Moments later hoofsteps came from the stairs behind them.

“In here,” Thistleroot said in a frantic whisper, throwing open the nearest door. They tumbled through and eased it shut before pushing their heads toward the crack at the bottom. Hoofsteps paced back and forth through the hall outside and doors were thrown open one at a time.

“If you are quite done, Mr. Shine,” the pony called Rose said cooly.

“I’m telling you, I heard something,” Shine answered.

Rose clicked her tongue impatiently. “Perhaps you are getting paranoid in your old age?”

Several moment passed in silence before Shine muttered something unintelligible under his breath and said, “Come on then.”

Scootaloo listened for another minute, just to be sure they were gone.

“I vote we get out of here,” Thistleroot said. “If you really want to play hero, I’ll buy you a nice cape tomorrow.”

Scootaloo nodded and spun toward the room, picking her way through the darkness to the far wall.

“Uh, I’m pretty sure going further into the room is the opposite of leaving,” Thistleroot noted.

“If you want to go back through the hall and a dozen cultist zombies, be my guest,” Scootaloo said, throwing open a window.

“Oh, I get it,” Thistleroot said with a nervous chuckle. “We’re gonna fly out. That’s clever, really. Uh, there’s just one tiny problem. One of us doesn’t have wings.”

“Oh quit whining and get your flank over here.” Scootaloo hurried around Thistleroot and pushed him toward the window with both hooves.

“Uh, I’m serious, Scootaloo. Flying and unicorns. We don’t mix. Falling is more my thing. Scootaloo? Scoota—”

*****

“I did not scream,” Thistleroot insisted.

“Of course not.”

“It was a manly shout of courage.”

“Sounded like it.”

“I was trying to startle the cultists.”

“I’m sure they were quaking in their robes.”

Scootaloo and Thistleroot had enjoyed a short flight past the edge of the manor property, and slightly longer run to avoid any ponies roused by Thistleroots manly battlecry. They had finally agreed to stop someplace safe. Someplace public, with lights and ponies, open even at this time at night. A bastion against the darkest night.

“Half a dozen chocolate with sprinkles, half a dozen jelly filled,” Pony Joe recited, sliding a plate onto their table.

“Thanks,” Scootaloo said. She turned back to Thistleroot as soon as Joe was out of hearing range. “There’s probably some kind of explanation.”

Thistleroot shrugged noncommittally and munched another doughnut.

“I mean, you don’t hold meetings with school kids and cultists in the same house,” Scootaloo continued.

“Not at the same time,” Thistleroot agreed. “Which is probably why they canceled the first meeting. Hey, do you think he has any of those pudding filled ones?”

“Thistleroot, focus!” She snapped.

“I don’t see what the big deal is,” he admitted. “So some ponies want to play dress up and stand in a circle. It’s not like they were sacrificing bunnies or doing other nefarious deeds. Honestly, if I never go near them again, it’ll be too soon.”

“But what about that unicorn? He said something about getting rid of Twilight.”

“Oh, right,” Thistleroot said, lowering half a doughnut to the table. “Forgot about that part during all the running and hiding.”

Scootaloo rested her snout on her hoof. “So, we’ve got a mysterious group of ponies wearing robes and threatening my friends. But what do they get out of it?” She looked up at Thistleroot. “What do cults do anyway?”

He shrugged again. “I think they’re usually about controlling a group. Somepony convinces the others to follow a code or set of guidelines, usually with some symbol at the center.”

“What kind of symbol?”

“I dunno, I think I read somewhere that cults popped up worshipping Nightmare Moon. Probably another or two after Discord came round.” Scootaloo shivered. “Oh, the mare in the moon is a big one. Lots of ponies argue about her. The face disappeared about twelve years ago, and everypony agreed it was Nightmare Moon, but then it reappeared two years later. Now nopony knows what it is.”

“You don’t say?”

“Yeah,” Thistleroot continued, missing the dry humor in her voice.

“Well, it really doesn’t matter what their symbol is, they threatened one of my friends. We need to tell somepony.”

Thistleroot frowned. “I was hoping you wouldn’t say that.”

“Huh?” Scootaloo asked.

Thistleroot pushed the plate of doughnuts away slowly. “We’ve put too much work in to let you go running around and ruining it all.”

A cold chill settled at the pit of Scootaloo’s stomach. She glanced around nervously. The shop was mostly empty, but Pony Joe would help her if they made a scene, wouldn’t he?

Her chain of thought was interrupted by a sudden burst of laughter. She swung her head back to see Thistleroot shaking in his seat, hooves clutching his sides. “You should have seen your face,” he wheezed out between fits of laughter.

“You... wait,” Scootaloo’s face fell. “I hate you so much right now.”

“Eh, call us even. You could have at least told me you were strong enough to carry us both down before shoving me out the window.”

“Whatever. You scream like a little filly, by the way.”

*****

Scootaloo double checked the address before knocking lightly on an unfamiliar door. It was the evening after her trip to see the Cutie Mark Crusaders. She’d thought about coming right away, but decided the trip could wait until after a few hours of sleep. She’d gotten off of work at the school twenty minutes earlier and hurried over.

The door opened and Spike’s face appeared from behind it. “Oh, hi Scootaloo.”

“Hey Spike. Is Twilight around?”

“Yeah. Come on in.” Spike stepped aside to let her in. Twilight's new house was nice enough. Not nearly as large as the mansion she’d seen the night before, but bigger than Dash’s place. Bookcases lined the walls of the living room, of course.

“Let me go tell her you're here. She’s busy getting all girlied up,” Spike said, rolling his eyes.

“Twilight? You’re joking, right?”

“Nope. She let slip to Rarity that she had a date tonight and well, you know Rarity.”

“Yeah, I... wait, what? Twilight has a date? Twilight?” Scootaloo couldn’t help but giggle, and quickly checked over her shoulder to be sure the unicorn in question wasn’t standing behind her. "Are princesses even allowed to date?"

Spike shrugged. “If they aren't nopony's told her. She met somepony up at the school during the expansion. Star something or other.”

Scootaloo chuckled again, shaking her head at the thought of Twilight doing anything that didn’t involve books or magic.

“Well, I’ll go tell her you’re here,” Spike said, disappearing up the stairs. Rainbow Dash glided over his head as he reached the top.

“Scoots?” She rolled once through the air and landed in front of Scootaloo. “Hey there, what are you doing here?”

“I needed to talk to Twilight. What about you?” Scootaloo faked her best knowing smile. “Let me guess, you were so jealous of Twilight’s make over you wanted one of your own?”

“Psh, as if. Rarity ran into me on the way over and dragged me along. I just had to get out of there for a moment. It’s all so... girly.” Dash shuddered.

“Hello Scootaloo,” Twilight said from the top of the stairs. She came down with Rarity and Spike so the five of them were standing together. “You needed to talk to me?”

“Uh yeah,” Scootaloo said, glancing at all the ponies nervously. She hadn’t expected to be talking to anypony but Twilight. More to the point, she hadn’t been planning on telling her guardian and adoptive sister about breaking into some rich pony's house. “Well, uh, I think you’re in danger.”

Another Midnight Meeting

Rainbow Dash and Twilight arrived minutes later. Scootaloo was surprised at the exhaustion evident on her sister’s face, but Dash didn’t seem to care about it. By the time she’d finished hugging the younger pegasus and thanking the princess repeatedly, dinner had been prepared.

Scootaloo wasn’t able to eat nearly as much as she wanted before beginning to feel sick. After only a short time she leaned back, content with the feeling of a full stomach.

A medical unicorn was summoned to examine her, and declared her perfectly healthy. While she was busy, Celestia filled the others in on the events concerning the changelings.

“You came to see us at the restaurant,” Twilight said when Scootaloo asked about the night she went missing. “You were with one of your friends, and introduced him as your date before excusing yourself to the restroom. Since you hadn’t mentioned any plans earlier that day, I figured you were dropping a hint, and went to meet you in the restroom. You told me that Star Shine was the leader of the cult you’d seen, and that I should be careful around him.”

Twilight frowned, breaking eye contact. “I, uh, didn’t take it that well. Honestly, I didn’t want to think he was just trying to get close to me, so I snapped at you and left.”

“Oh,” Scootaloo said. She hadn’t considered what the discovery would mean to Twilight.

“So, you and your friend were about to leave, but Star Shine invited you to accompany us to the theatre. You didn’t want to, but then your friend pulled you off to the side. After that you both agreed.”

“Pony Lake,” Dash interrupted, winking at Scootaloo. “Be thankful you don’t remember that part.”

“Pony Lake happens to be a classic.”

“Classic Shmassic, it was like watching paint dry. Anyway, after the play, Twilight decides to drag me to the castle.”

Twilight nodded. “After I’d calmed down, I realized it would be dumb to just ignore your warning. I didn’t want to believe it, but I decided against letting Star Shine walk me home alone. You left with your friend and that was the last we saw of you until tonight. When we asked him about it, he said he dropped you off at Dash’s place.”

Scootaloo nodded. “When exactly was this?”

“Tuesday night, so about four days ago. A few hours ago, Star Shine came to me with a tip. His colleagues had managed to pinpoint your location with a tracking spell.”

Scootaloo blinked. “Wait, the crazy cult leader’s the one who found me?”

“I don’t think it’s actually a cult,” Celestia interjected, drawing everypony’s attention. “We investigated him first when you went missing, and found plenty of evidence that he is indeed one of the founders of the Cutie Mark Crusaders. We interviewed many of the younger members, and it doesn’t seem to be anything malevolent. None of the usual brainwashing methods have been used, and nopony has set themselves up as a spiritual leader.”

“But what about all the ponies in robes?” Dash asked.

“Many organizations give robes or vests to their higher ranking members. That said, I don’t believe they are entirely innocent either. My guards will continue to monitor them for any signs of danger.”

She stood and gestured toward the door. “It’s been a long week for all of us. It’s getting late, so stay here for the night. I’ve already had guest beds made and fires lit for each of you.”

*****

Scootaloo moved through the darkness, stomach twisting uncomfortably. Every few steps she turned back to see if anypony was watching her. She stopped to watch for guards, took detours, and did anything else she could to delay.

Finally, despite her best efforts, she reached her destination.

“So... hi there.”

The dark figure ignored her.

“I know I’m probably the last pony you want to hear right now. Or ever, really. Maybe I should just go.”

Discord stood unmoving.

“I just... it’s...” Scootaloo sighed. “I’m sorry.” She sat down in front of the looming statue. It glared down at her, just as he’d been doing in his final second.

“I know it doesn’t mean much, but I never wanted this to happen. I feel guilty about it, even after all this time. I know, it’s stupid. My only options were let you take over the world, or help the girls turn you back into stone.

“I know, it seems like an easy choice to you, but you’re pretty heavily biased there.” Scootaloo turned her head away from the constant glare. “I wanted to help you. You gave me food, kept me safe, you were one of my best friends. I don’t know where I’d be right now if it weren’t for you. Maybe still living on the streets. Maybe in jail for stealing food or money. For all I know, I might have been dead by now.

“After everything that happened, I still believe what you told me at the end. I honestly think you would have stuck with me if I’d done the same for you.” Scootaloo slammed a hoof on the soft grass. “I just couldn’t do that. Spike didn’t care anymore, Gilda had been brainwashed, the princess was imprisoned in stone, changelings were preparing an assault and Rainbow Dash hated my guts.

“You promised that you’d leave Equestria after I’d freed you. Sure, you had plenty of reasons to stick around and help me, but the truth is you never planned on leaving. From the first moment you contacted me, you only wanted to conquer us.”

Scootaloo sighed again. “And I wanted to help you. Maybe this cutie mark means exactly what I thought. Maybe I will end up betraying everypony like I betrayed you. I don’t know what to think. But I don’t want to be that kind of pony, and I’m going to do everything I can to be better.

“I can’t do anything for you. Even if I tried, you probably aren’t the forgiving sort. All I can say is I’m sorry. I’m sorry I wasn’t the pony you needed. I’m sorry you weren’t who I thought you were, either. I’m sorry things just didn’t work out.” Scootaloo turned and began walking away.

“And thank you.”

Common Ground

A changeling brought another bowl several hours later. It crossed the room and stopped outside her cell. “Mimic,” Scootaloo mumbled with a half-hearted glare.

“Ersatz,” the changeling corrected her in a sibilant male’s voice.

“Oh. Sorry.”

“It’s fine. You ponies all look the same to us too, except for the colors.” Ersatz floated the bowl between the jagged bars and Scootaloo grabbed it carefully out of the air. It held some kind of thin vegetable soup, which she hardly tasted as she scarfed it down.

“So, you’re the pony that started this whole mess?”

“Chrysalis started it,” Scootaloo said between swallows.

Ersatz shrugged. “But you’re the one who freed Discord and got Queen Chrysalis sent to the moon?”

Scootaloo grunted an affirmative. “That mare, Mimic... wait, would she be called a mare?”

“What’s a mare?”

“Okay. That girl, Mimic told me not everyone loved Chrysalis. What about you?”

Ersatz shrugged again. “You saw the wasteland out there when you were brought in, didn’t you? I don’t know how long we’ve lived here, or why we came here in the first place, but it’s been as long as I can remember. Queen Chrysalis may have hurt the hive more than she helped it, but she had no other choices.”

“So it’s fine to attack others as long as you can save yourselves?” Scootaloo asked dryly.

“Didn’t your princess do the same thing when she threw us out of Canterlot?”

“That was entirely different. You changelings attacked first.”

“Like I said, Queen Chrysalis had no other choice. Our food supplies were dwindling and negotiations with your princess had failed.”

“Yeah, but you could have tried... wait, what? What negotiations?” Scootaloo asked, frowning.

“We asked Equestria for help months before we tried to invade. They turned us down.”

Scootaloo shook her head. “I know Princess Celestia. There’s no way she would just turn somepony away if they were asking for help.”

“If you say so,” Ersatz said skeptically, and Scootaloo thought he’d be rolling his eyes if he had pupils.

Scootaloo had finished the soup, though it hadn’t filled her up nearly as much as she’d hoped. She pushed the bowl back through the bars. Ersatz took it with him when he left, and Scootaloo was left alone again.

She wasn’t sure how long she’d been lying there before she noticed a changeling out of the corner of her eye. The changeling was sitting on its haunches, just staring at her.

“Mimic?” Scootaloo guessed.

“Obviously,” she answered.

Scootaloo groaned and covered her head with a wing. Several minutes passed and she glanced out from under it to see if the changeling had taken the hint. Mimic just sat and stared.

“What are you doing here?”

“Thinking.”

“Can’t you do that, oh I don’t know, anywhere else?” Scootaloo asked, turning away.

“I’m thinking about you,” the changeling clarified.

“You could still do that somewhere else,” Scootaloo grumbled.

“Maybe,” Mimic agreed. It was harder to tell with changelings, but Scootaloo thought Mimic looked troubled. “What did you do, back home?”

“Huh?” Scootaloo asked, looking back up at her at the sudden change in topic.

“Back at your hive. In Canterlot. What was your function? I’ve never been to a pony city before, but I’ve heard it’s all very chaotic. Some changelings think you ponies don’t do anything to help keep it all going.”

“You mean what was my job?” Scootaloo asked. Mimic nodded. “Why do you care?”

“I’m curious. You’re the first pony I’ve ever met.”

Scootaloo considered telling Mimic to go buck herself, but hesitated. She didn’t think she could get on the changeling’s good side, but there was no point in antagonizing her further. Not if she wanted to eat. Truth be told, it was boring to just sit in the dark and wait.

“In Canterlot, I was an assistant teacher. I helped teach fillies and colts how to fly. Before that, I was a weather pony. What about you?”

“I’m a gatherer. I collect food for the hive.”

“You collect food? How?” Scootaloo asked with a look of skepticism.

“Mostly by getting it off of trees,” Mimic said dryly. “You know we can eat actual food, right? We have to, it takes everything we can gather and all the love in the hive just to keep us alive.”

“Where do you get the love from?”

Mimic stared at Scootaloo for a long moment before sighing. “Do you know what would happen if I hurt myself and couldn’t fly?”

Scootaloo scowled and shrugged.

“I’d be dead weight. A changeling that can’t work can’t help the hive. We don’t have the resources to spare on dead weight, so I’d be kicked out and left on my own.”

“What, no union?” Scootaloo asked. Mimic just stared at her until she looked back down. “Thistleroot would have laughed,” she mumbled under her breath.

“And here you are, contributing nothing. Just dead weight, and the queen orders us to give you food we can’t spare.”

“You could let me go,” Scootaloo said. “Then give my food to somepony who needs it.”

“Or I could kill you.”

Scootaloo pushed away from her without thinking, her heart jumping. “But then you’d be disobeying your queen.”

Mimic frowned and sighed. “You’re right. I don’t think I could anyway.”

“Probably not,” Scootaloo said shakily. “Not worth the risk anyway, you can just ask your friend Effigy.”

Mimic didn’t answer, and Scootaloo went ahead with the bluff. “He was a changeling pretending to be my friend Thistleroot. He tried to kill me. Ended up beaten with a broken horn.”

“I meant I don’t think I could bring myself to do it. If I really wanted to, it would be as simple as filling your cell with fire.”

“Oh,” Scootaloo said.

“Of course, I’ve been wrong before. It’s odd, you think you know yourself, and then somepony comes along and shows you a dark side you didn’t even know was there.” Mimic leaned right up against the bars and her voice dropped low. “I wonder how I’d feel about it afterwards. I’m almost curious enough to find out.”

Scootaloo’s stomach turned cold and she shied away to the back of the cell.

“I might feel disgusted with myself, or disturbed, or I might just feel a little proud about avenging a fallen changeling. You said his name was Effigy? And you broke his horn? No magic, no shapeshifting. He’s dead weight now. You might as well have just killed him.”

Mimic smiled and turned away. “Well, I guess we’ll see eventually.”

*****

It took some time for Scootaloo to calm down, but she managed. Fear gave way to a stubborn anger, and she spent the next few hours trying to come up with some way to get Mimic to at least leave her alone. "So, what's with Mimic?" she asked Ersatz when he brought her dinner.

"With her?"

"I mean, what's wrong with her? She's crazy. Like, having a nice chat one second and threatening to kill me the next."

Ersatz sighed. "We were afraid she'd cause trouble. Mimic's had a hard time. She's trying, but sometimes her temper can get the best of her."

"Oh, she had a hard time, that makes everything just fine," Scootaloo said.

"Well I'm sorry that she's making your stay as our prisoner unpleasant." Scootaloo cast a glare at him and he smiled. "I might not get some of your phrases, but sarcasm is the same in every culture."

"I just don't understand what she has against me," Scootaloo said. “I mean, she says she didn’t really like Chrysalis. Sure, there’s been a changeling here or there that got hurt, but you guys attacked me first.”

"It’s not just you specifically. She hates ponies in general," Ersatz assured her.

"Well, what the hay did we ever do to her?”

He sighed. "Do ponies have families? Like, close biological relations all living together?"

"Of course we have families," Scootaloo said.

"Okay. Then do you understand what an orphan is?"

"...Oh. Uh, yeah, I do." Scootaloo said, ignoring the familiar pang of loneliness.

Ersatz nodded. "Mimic lost her parents ten years ago. They'd been subdued by some royal guards, and when we were thrown from Canterlot they weren't able to fly or catch themselves. She blames the ponies and Queen Chrysalis for their deaths."

Scootaloo nodded in understanding. They exchanged a few more comments as Scootaloo finished her meal and he took the bowl away, the image of changelings walking away already starting to look familiar.

*****

“Mimic,” Scootaloo said through a stifled yawn. She was having trouble telling the time after only a few hours, but guessed it was late evening. Once she finally fell asleep, she’d probably lose track altogether.

The changeling didn’t say anything as it crossed the room. Scootaloo thought maybe it wasn’t Mimic, but after a moment she nodded in greeting.

They stood quietly for a while. Scootaloo glanced around her small cell awkwardly. Finally she decided to break the silence. “So, why don’t you changelings grow your own food, rather than flying out and looking for stuff to eat?”

“I think we tried years ago, but you saw the land we have to work with. We have some gardens at the bottom of the hive, kept alive with magic. They help.”

Scootaloo nodded and the two fell silent. Mimic had a small frown on her face as she sat down in her usual spot. After a few moments, Scootaloo spoke up. “Look, I understand why you might not like me.”

“Do you?” Mimic asked. “I’d asked Ersatz not to mention it.”

“Well, he did. I understand why you would hate ponies after they caused the deaths of your parents, even accidentally. Even after ten years, it still hurts. But I’ve never done anything to you. Yeah, I may have hurt another changeling, but that was self defense.”

Scootaloo was getting used to the changelings, and thought Mimic looked sad, or maybe disappointed. “What are you getting at?” she asked.

“I want you to leave me alone,” Scootaloo said. “I’ve never done anything to hurt you. You can go ahead and hate ponies all you want, but you aren’t going to feel better pitching fits and threatening strangers.”

Scootaloo waited for her reaction, unsure whether Mimic would reply with anger or acceptance. The odd hissing noise that suddenly came from the changeling surprised her, and it took a moment for Scootaloo to realize it was a giggle.

Scootaloo scowled as the changeling shook her head. “You’re actually crazy, aren’t you?” Scootaloo asked. “They should give you a nice padded barn.”

“I’m sorry. It’s just, you really are clueless,” Mimic said. “But even ignoring that, how could you possibly know what would and wouldn’t make me feel better?”

“Because I know what it’s like to lose your parents,” Scootaloo said. “And I sure as hay know what it’s like taking it out on everypony else."

Mimic’s amusement faded to a look of curiosity. “Oh?”

Scootaloo nodded. “I made a lot of mistakes because I was hurt and lonely, and I’m still living with them.”

“How did it happen,” Mimic asked, voice softer.

“There was a storm. A natural one blowing in from the Everfree. We were living in Cloudsdale at the time, but they volunteered to help in Ponyville, and they never came back. They’d crashed in the forest, and rescue teams found them a few days too late.”

Scootaloo didn’t realize she’d started crying until a tear hit her foreleg. She turned away, hoping the changeling hadn’t noticed.

“It’s not exactly the same,” Scootaloo admitted. “It’s nopony’s fault, so there’s nopony to hate. The closest I come is getting nervous during thunderstorms.” She shook her head. “The point is, you won’t gain anything from making my life a living Tartarus.”

“You’re probably right,” Mimic said. “If anything, it’s nice to know at least one pony knows how I feel.”

Scootaloo smiled. “So, we’re cool?”

“Cool?”

“I mean, no more threats? No more being harsh?”

Mimic shrugged. “I still haven’t decided.” She turned to leave. “But I promise not to kill you in your sleep. Good night.”

Scootaloo sighed. “It’s something,” she muttered before curling up to try and sleep.

The Battle of Canterlot Part 2

“What happened?” Thistleroot asked as they landed.

“Canterlot’s front gate came down. The changelings are pushing into the city. And I think something’s wrong with the evacuees.”

Thistleroot swallowed. “Well, we should move further into the city if the changelings are coming, right?”

“Somepony needs to make sure the princess knows about the evacuating townsponies.”

Thistleroot sighed. “We’re running toward the front lines, aren’t we?”

Scootaloo shook her head. “Thistleroot, you know a lot about that forcefield, right?”

“Well, it’s not really a forcefield, but yeah. I did a report on it for my advanced magical freque—”

“Good. You two go figure out why it’s not working. I’ll go find the princess.”

Thistleroot hesitated.

“What?”

“Well, maybe somepony else should go find the princess. Uh, the changelings don’t exactly adore you.”

“Don’t look at me,” Mimic said. “They consider me a...” Her face soured and her voice fell, “a traitor.”

“Well, I mean, I could, if somepony has to...” Thistleroot said, trotting in place nervously.

Scootaloo gave him a quick smile. “I’ll be careful, I promise.”

“Err, the last time you promised to stay safe...”

“Neither of us know anything about the force field,” Scootaloo reminded him.

“Oh, well, I guess that’s true,” Thistleroot said, a faint hint of relief in his voice. “Dampening field, not force—”

“Just go. I promise I’ll be okay.” Without another word she sped into the air, leveling off just above the rooftops.

Thistleroot watched her disappear before giving his head a quick shake. “Alright, you heard her. To Canterlot Tower!”

*****

“Fall back to West Cedar Street!” Princess Celestia ordered, pausing to unleash another pulse of white hot magic. The battle was taking its toll on her. A patch of her coat had been singed on her right side, and a cut on her left flank stood out against the white. It had been so long since her battles with Nightmare Moon, Discord, or Sombra, she’d almost forgotten what real combat was. “Tell Oaken Shield to move his company back to Gilded Gate Park and hold it. We’ll join him there.”

The changelings made another rush, but the royal guard caught them with a dozen streams of sparks. One of the changelings made it through their lines, but was immediately repelled by a solid buck from an even more solid earth pony.

“Civilian!” Somepony called behind Celestia.

Celestia growled in frustration and threw twenty changelings back with a single spell. How hard is it to run away from the fighting? “Get them out of here!”

“Princess!”

Princess Celestia turned to the source of the voice as Scootaloo barreled past the royal guard trying to stop her. She looked thinner, and her coat was dingy, but she looked unharmed. She held a stone square under her right wing. “Princess! It’s me, I have to—” Scootaloo cut off as the guard grabbed her from behind and started to drag her away.

“Leave her,” the princess ordered, and the guard backed away. “You’re okay.”

“Yeah, but there’s no time to explain. I need to tell you before—”

“CELESTIA!” Lirian’s voice called out over the gathered changelings. In a single move, every changeling began backing away, and the fighting stopped instantly.

“Before that,” Scootaloo mumbled.

“Shining Armor,” Celestia said urgently, “Send for the elements. I’ll keep her talking.”

Lirian strode forward past the retreating line of changelings. Her blue mane was held back by a tiara made of shining black metal, and over her chest was a breastplate made from the same material. Around her neck was a silver chain holding five gems, each a different shade of gray. “And Scootaloo, what a surprise. I was sure you’d have died in the Mad Lands.” Lirian’s paused as her gaze fell to the stone seal under Scootaloo’s wing. “Is that...” She shook her head. “Well, come on then, Celestia,” she said. “No more soldiers, just the two of us for Equestria.”

The princess gave a heavy breath and stepped forward. “You could have avoided many injuries if you’d shown yourself earlier.”

“Oh, believe me, every moment I had to wait before wiping the arrogant smile of your face has been just torture,” Lirian said, circling toward Celestia’s right. The princess answered by moving left. “But we had to wait until everything was just so.”

“Be ready,” Celestia called back to her guards. “I can’t protect you all and fight her at the same time. Respond to any threat to yourselves with crushing force.”

“Oh, Celestia,” Lirian pouted. “You don’t think I’d stoop so low as to cheat, do you?”

Celestia paused before turning her head toward the guards again. “And back up a few steps, just to be safe.”

Lirian’s pout turned into a real look of anger. “Fine.” Her horn flared with green fire and the fight was on.

*****

Two guards stood outside Canterlot Tower.

“We can probably take them,” Mimic whispered.

“Yeah, no. Unless one of them is part tree, I’m pretty useless in a fight. You’re a changeling, shouldn’t you want to sneak past them or something?”

“Well, if you can think of somepony they’ll let just waltz through, feel free to share.”

*****

“Halt, Canterlot Tower is off—” the guard snapped to attention with a sudden gasp, “So sorry, Miss Sparkle, I didn’t realize it was you.”

“Yes, well, don’t make the mistake again,” Mimic said as she and Thistleroot climbed the steps up to the tower.

“Nicer,” Thistleroot whispered.

“Er, I mean, if you don’t mind, your, uh, Princess Celestia has an important task for me inside the tower, so if we might pass?”

“Of course. Open the doors.” The two guards stepped aside as the doors were pulled open with magic. Thistleroot nodded in thanks as the passed.

“They didn’t even think to check if we were changelings,” Mimic whispered as they began climbing the stairs.

“They all think the field is working,” Thistleroot said.

Mimic shrugged. “Climb faster. The sooner we’re out of here, the better.”

Thistleroot had always thought Canterlot Tower was a majestic piece of architecture, but seeing it from outside didn’t give one a feeling for how ridiculously tall it was, and the soft unicorn was breathing heavily after only a few minutes.

“Nine hundred forty-three,” he counted another step, “Nine hundred forty-four.”

They climbed the last step (Nine hundred eighty-seven) and opened a plain wooden door to the top floor. The room beyond the door was pitch dark. Thistleroot concentrated a moment, creating a magical aura around his horn for light.

“Brighter,” Mimic said, “I still can’t see anything.”

Thistleroot obliged, but the room beyond remained untouched by the light. Thistleroot lifted a hoof and slowly passed it over the threshold. The moment it crossed over, they lost sight of it in the shadows.

“That’s...” Mimic started, leaning back.

“Cold,” Thistleroot said as he started to pull his hoof away. Something thin wrapped tightly around it. “Uh...” The thin something pulled, and Thistleroot was thrown into the room. It took him only a moment to pass through the shadows and into a brightly lit room on the other side. He twisted back just in time to see Mimic pulled through a wall of darkness, gripped by thin black chords.

Four specters stood around the door, shadows pouring down their sleek black bodies and pooling on the floor before stretching out to hold Thistleroot and Mimic. They showed off their odd, pointed teeth in amused grins and hissed with laughter.

Beyond them was a bare room with plain walls and windows. At the back was an opening leading out to a balcony. In the center of the room was a large matrix of rune carved metal and burnt, blackened gems. Thistleroot recognized it from pictures in his textbooks. It was the field generator. Energy was stored in the crystals and ran over the carvings to produce the dampening spell. More energy could be forced into the carvings at the risk of damaging the spell matrix and bringing down the shields. The generator was cold and lifeless.

Five ponies stood stood around the generator, horns glowing fiercely. Their eyes were closed and they shivered uncontrollably. Long tendrils of shadow stroked their faces and backs, all originating from the specters.

“Thistleroot, I was hoping to see you today.” A dark blue unicorn with a silver mane stepped into the room from the balcony. “And Twilight, I really didn’t expect you to come. I thought you would be out there, helping your beloved princess.”

“Star Shine,” Thistleroot said, voice unnaturally high. “Aren’t you supposed to be rotting in prison right now?”

“I have friends in high places,” Star Shine said. “I suppose you want to know why the field isn’t working?”

“It’s kind of obvious that you destroyed the gems powering it,” Thistleroot said.

“Well, yes. But don’t you want to know why nopony noticed?”

“I’d guess the unicorns are just being mind controlled to bend light around the city to make it look like it’s working,” Thistleroot said. “Some kind of specter induced nightmare?”

Star Shine gave Thistleroot a flat look before sighing. “Throw him off the balcony.”

The tendrils of shadow whipped up around his legs and lifted him high into the air.

“Gah,” Thistleroot called. “Wait, you really don’t want to do that!”

“I really do,” Star Shine said, turning back toward the balcony. “Call it my token revenge for sending me to prison.”

“If you do this, Princess Celestia will know,” Thistleroot said as the specter holding him crossed out onto the balcony and lifted him over the edge. His limbs jerked as he struggled against the shadows holding him, his heart fluttering. “Oh wow, that’s high.”

“Stop,” Star Shine said just as the tendrils released Thistleroot. Thistleroot felt a jolt in his stomach as gravity took over.

He fell for less than a second before the tendrils whipped back around his legs, jerking him to a stop. “Ow, ow!”

The specter looked at Star Shine questioningly.

“He made a good point,” Star Shine said. “Somepony might see the body and alert the princess. Just strangle him instead.”

“ThePrincessCastaSpellThatWillLetHerKnowIfWeGetHurt!” Thistleroot blurted as fast as he could before the specter could cut off his air supply.

Star Shine’s face soured. “You’re bluffing.”

“Possibly,” Thistleroot admitted. “But can you really afford to risk it?”

The next second stretched out over an eternity for Thistleroot. “Bring him back inside,” Star Shine said. “We’ll kill him later.”

*****

Celestia ducked under a blazing fire and struck out with her own magic. Blinding sunlight flashed, and when it faded, both the princess and the queen had been thrown back.

Celestia recovered first, landing on her hooves and sending a bolt of energy toward the falling Lirian. Lirian’s magic exploded around her as the bolt hit, and an unseen force tossed Celestia into the air. Before she could recover, Lirian was upon her, hammering at her with changeling fire. Celestia rolled through the air and caught the changeling queen with a wing, forcing her back enough for the princess to get her bearing.

Celestia pumped her wings twice to open space between them and bore down on her with intense golden magic. Lirian answered with a spell shot from blindly upward, and both fell once again.

Celestia flashed away, appearing on the other side of Lirian and taking her by surprise with a bolt of energy, hammering into her side. As the bolt made contact, Celestia gasped and was forced to the ground.

Lirian rolled to her hooves and sent another torrent of fire, catching Celestia off guard and forcing her further back. Celestia frantically threw another sunburst, sending Lirian and herself sprawling.

They both forced themselves up, gasping for breath. silence fell over the clearing. The changelings watched on in excitement, waiting for their queen’s victory and the order to take Canterlot. The ponies watched in shock as their princess was matched spell for spell.

“You understand, don’t you Celestia?” Lirian hissed as they circled each other. “I can see it in your face. You know you can’t win. Anything you throw at me will be thrown right back.”

“An echo shield,” Celestia said, using a touch of magic to wipe blood from her eye and seal a cut just below her horn. “I wouldn’t have expected you to be capable of one.”

“It was a group effort,” Lirian said. “Ponies, changelings, wendigos, specters, all working together. Such a disgusting show of camaraderie, you would have loved it.”

“And a modified version of the Elements of Disharmony worked into it, so that even our greatest magic can’t bypass it,” Celestia said.

“Rose is quite clever for a pony,” Lirian said. “It’ll almost be a shame when I have to get rid of her.” Lirian strode forward, head held high, a look of triumphant victory on her face. “Nothing you can do will work. Any spell you throw at me will be thrown right back,” She said again. “You can’t win.”

Celestia swiped a hoof at Lirian just as she came close enough, sending the the changeling queen tumbling into the corner of a nearby building. Lirian fell in a crumpled heap and tried to stand, head swaying and eyes unfocused. Celestia was on her in a heartbeat, charging forward and dashing Lirian against the wall so hard it cracked. Lirian slipped around Celestia’s back, hammering Celestia with changeling fire. The princess ducked against it and turned. Lirian jumped aside, avoiding Celestia’s horn by inches.

A disturbance in the crowd distracted Scootaloo from the fight. A few dozen feet away, the guards had broken up. Twilight Sparkle and her friends stepped into the clearing. Scootaloo’s heart soared at the sight of Rainbow Dash. Rainbow’s eyes made contact with hers, and after a brief flash of shock, her mouth turned up into a cocky grin. She nodded at Scootaloo, and Scootaloo could almost hear her sister’s confident assurance, We’ve got this.

She moved behind Celestia again, horn alight, but the princess was ready. A sturdy buck sent Lirian sailing across the street and into another building. She fell to the floor and surged upward. Her horn flared as she sent a volley of flaming missiles toward the princess. Celestia ducked side to side, dodging the bolts by inches and closing the distance. Lirian threw up a wall of fire in desperation. Celestia hunched her shoulders, closed her eyes, and simply stepped through it. The smell of burning fur covered the square.

Lirian tried to scramble away, but Celestia was on top of her. With a swipe of her hoof, she knocked Lirian’s head back and the queen collapsed. Celestia lifted her leg, Lirian shouted, “No, please,” and the princess’s hoof came down.

Lirian’s horn shattered under the force of the blow.

Just like that, the fight was over. Scootaloo couldn’t help but smugly recall Mimic’s words. “Dead weight.”

The gems around Lirian’s neck flared to life, and she rose from the ground as her eyes began to glow. Princess Celestia lept back and sunk into a defensive crouch.

To her left, Scootaloo heard Twilight call out, “Girls! Now!” A beam of rainbow magic shot from Twilight’s horn and swirled around Lirian.

“No!” Celestia was moving, not toward Lirian, but toward Twilight and her friends.

The light faded, and seven statues stood in the clearing.

Separate Paths

“And that, my lady, is why their destruction was necessary.” Rosalia moved closer from her place near the door, fighting back a smile. It wouldn’t do to gloat. “It is as I told you. The fire in her eyes, extinguished in a moment.”

“So it would seem,” Nocturne said, not taking her eyes from the stunned Scootaloo.

“The magic of harmony and the six who wield it. They are the only weapons these ponies know. You give them too much credit.”

“That remains to be seen. You’ve made your requests, Rosalia. It is time to send them on their way.”

“As you wish, my lady,” Rosalia said, bowing.

Nocturne stood and stepped down from her throne, towering over Scootaloo. “We shall say this but once more. If you and your friends value your lives, do not return. Take what you have learned here and share it with others.”

Her horn began to glow with a midnight blue aura, and the shadows underneath the ponies grew outward, joining together into a dark puddle that began to creep up their bodies and obscure them from vision.

The ponies tried to shy away from the shadows, but Lady Nocturne’s magic held them fast.

“And if you indeed value your previous way of life more than your actual lives, we shall see you again. We look forward to seeing which path you choose.” With that, the shadows fully enveloped them. The shadows dispersed, and the ponies were gone.

And now all that was left was to wait, Rosalia thought. If the ponies did return, it would be with no weapons, no plan with any real chance of success, and no hope of truly winning.

The last threat on the board, the final scrap of harmonic magic, would soon be taken. All she needed was patience.

“Do you think they’ll return?” Rosalia asked.

“Perhaps. These ponies are interesting creatures, if nothing else. It is a shame we were locked away before we could fully understand them.” She turned, and the doors to her throne room opened. “Come now. This delay has lasted long enough, and there is still much to do.”

“Yes, my lady.” Rosalia said, following.

*****

Scootaloo felt like she was falling through darkness. There was nothing for as far as she could see, just empty space. There was no wind to ruffle her mane and no visible reference point to gauge her speed. Just a vague sense that she was moving across a great distance.

Then light broke through the darkness, blinding in its sudden intensity. The shadows receded and she found herself lying on the ground. The earth around her was covered in a soft layer of plants. The area was well shaded by trees, but not dark. Apple Bloom, Sweetie Belle, and Spike were near her, each getting their bearings as well.

“Anypony know where we are?” Spike asked.

“Ah think it might be White Tail Woods,” Apple Bloom said. “Hard to tell, but Applejack took me camping out there once. It looked pretty much like this.”

“That’s not too far from Ponyville, is it?” Scootaloo said, trying to remember.

“A little further than Appleoosa, Ah think.”

Scootaloo nodded. That wasn’t too bad, then.

“What now?” Sweetie Belle asked.

Nopony answered. Scootaloo could feel a heavy weight growing in her chest. She stared silently at her hooves as she wondered, what now? What could they possibly do after that?

If Nocturne had her way, Equestria would go back to how it was before the first ponies in Equestria had discovered friendship. Ponies would get hurt and even die. Scootaloo had meant what she said, she truly believed Nocturne had to be stopped.

But they couldn’t win. Not any more. She looked up, hopeful that somepony had something to say. Her three friends were all looking at her expectantly.

In her mind, she saw Thistleroot’s smug face. With a sigh, she shoved the thought aside. “I guess we need to find someplace safe first. From there we can figure out if there’s anything left we can do. We should find Thistleroot too, if Rosalia was telling the truth about letting him go.” She frowned, worry nagging at her. “She let us go, so I don’t know why he would be different. And I want to find out what she meant about Mimic not being our concern.”

“And Starswirl,” Spike said.

Scootaloo winced. “Uh, about that.”

The other three paused, faces falling as they took in her expression.

“No way,” Spike said.

“Oh no,” Sweetie Belle added.

“He got... hurt. Really bad, and then disappeared. I don’t know if it was Nocturne’s magic that made him disappear, or if he teleported away, but either way I don’t think he made it.”

Sweetie Belle’s eyes welled up with tears and Apple Bloom just looked on, face set in a grim expression. Spike nervously scratched the back of his head. “But, he’s Starswirl. Twilight said he was supposed to be really awesome. Maybe he made it out okay, right?”

Scootaloo frowned. They hadn’t seen it happen, didn’t know just how serious his wounds had been. It wasn’t surprising Spike might have thought there was hope. “I don’t know. But even if he did survive, I don’t know where he might have teleported to. If he’s alive, he’ll have to find us. For now, we need to find Thistleroot and Mimic.”

She checked her bag as she spoke, just to be sure. As expected, the fragment of harmony was missing once again, and this time they had no hope of stealing it back. She tried to keep the fresh disappointment from her face.

There was a moment before her friends nodded in agreement. “Alright,” Apple Bloom said, looking up at the sky. “Ah think East is this way.” She began walking and the others followed.

*****

“I’m pretty sure that’s Cloudsdale up there,” Thistleroot said, hopping up to the top of the rock face they’d been climbing and pointing to a colorful collection of clouds on the horizon. “That would make these mountains the Unicorn Range. We’re a couple days out from Canterlot.”

“Unicorn Range?” Mimic asked, climbing up after him. “That’s uncreative even for you ponies.”

“Hey, I didn’t make the map,” Thistleroot said, stretching for a moment before continuing along the path. “I’m just glad Rose didn’t have tall dark and freaky drop us off in like, Griffonstone or further.”

“I guess,” Mimic said.

Rose. Queen Rosalia, in reality. That was the first time Mimic had met the missing changeling queen. Her pulse quickened as the queen’s words came back to her. The others are free to go, but you, Mimic, are a changeling, and I am the last changeling queen. Your life is mine to do with as I please.

“You coming?” Thistleroot called back.

“Yes,” Mimic answered, wings buzzing as she closed the gap between them with a single bound.

“Cheater,” Thistleroot said with a chuckle.

“It’s not my fault not all ponies have wings. At least Nocturne got that part right.”

Thistleroot stuck his tongue out at her and turned back toward the trail.

I’m not angry, Queen Rosalia had said. Not in the slightest. You survived. That is to be commended. And I have no doubt you will continue to survive.

Mimic watched Thistleroot half-walk, half-stumble down the next decline. His attention was directed entirely onto the rock strewn path across the mountains.

All will be forgiven. You can move on, or rejoin the hive with your brother. The two of you can go home. You just have to perform one simple task first.

“Look at this view though,” Thistleroot said when he reached the top of the next rise, his back turned to her.

Kill Scootaloo and her friends.

Suspicions and Preparations

The attack on the changeling hive would happen the next day. There was no point in going too early, in case the weapon was still being moved, and it had only been a little more than twelve hours since Discord had made his presence known.

Scootaloo excused herself to go find food. Sweetie Belle offered to come along, but was turned down. She probably wanted some time alone to think about what she’d gotten into, Spike thought. He waited until Scootaloo had walked away before speaking. “She seemed pretty sure about Wind Rider.”

“She’s probably just nervous about everything going on,” Sweetie Belle said.

“He seems fine to me,” Thistleroot said.

“Yeah, Ah think she’s makin’ a mountain out of a molehill,” Apple Bloom added.

“Yeah,” Spike watched as she turned a corner. “Uh, but we’re still going to make sure, right?”

“Well, duh.”

“Oh, absolutely.”

“O’ course.”

“Okay, good. Hmm, it looks like he already took off. I guess we should split up. Anypony who finds him follow him?”

“Sound’s like a plan,” Apple Bloom said. “I’ll go with Sweetie Belle.”

“There is absolutely no way this can go wrong,” Thistleroot said dryly. “Guess that’s me and you, Spike.”

“Alright, we’ll go this way.”

The two of them followed the road to the edge of camp, finding no trace of Wind Rider. After that, and with no real information about him, they began zig zagging through the tents, keeping a somewhat consistent search pattern and hoping they got lucky. After almost forty-five minutes of searching they’d yet to find anything.

“Look, all I’m saying is that if you want to play a full spellcaster, there’s better options, like wizards. Or sorcerers. Or wizards. You know, classes that don’t sing their enemies to death.”

“But bards are so cool.”

“Please, bards are like, the least cool class in the game.”

“You know what, if we live through tomorrow, I’m going to have to prove you wrong sometime.”

“Fine. I actually have a campaign written that I’ve been wanting to run. Maybe we can get the girls and—” Spike threw up an arm, stopping Thistleroot. “There he is.”

Spike and Thistleroot both took a step back, looked left, then right, and dived into a nearby bush.

Wind Rider stood at the edge of camp, behind a line of tents, his back to a tree. What was more interesting was who he was talking to.

“What’s Discord doing out here?” Spike asked.

“I don’t know. Shh, listen.”

“So, we’ve reached an understanding then?” Discord was asking. The pegasus nodded. “Now, now, Wind Rider, I want to hear you say it.”

“We have an understanding,” Wind Rider said, face an angry scowl. “We want the same thing, after all. Can I go now?”

Discord held an arm out toward the camp and bowed. Wind Rider cast him one final glare and stomped back toward the tents.

Spike and Thistleroot waited until Discord had vanished in a flash before saying anything.

“You know, maybe Scootaloo was onto something.”

“Yeah. What are those two working together for? Wind Rider joined us before Discord was even freed,” Spike said.

“Well, they didn’t technically say anything incriminating. Just that they have an understanding, and that they want the same thing. At the edge of camp. With nopony else around. Okay, yeah, they’re definitely up to something.”

“Let’s find Sweetie Belle and Apple Bloom,” Spike said. “They’ll want to know about this.”

*****

“Ah should have known we couldn’t trust Discord,” Apple Bloom said.

“Discord’s a problem for later,” Thistleroot said. “Right now we need to worry about Wind Rider. He’s going with the group to the hives, and who knows what he’s planning.”

“Can’t we just tell everypony about what we heard?” Spike asked.

“But they didn’t actually say anything incriminating,” Thistleroot reminded him.

“And if we accuse him of being evil because of his talk with Discord, it might force Discord to betray us early,” Sweetie Belle added. “And we don’t know what to do about that yet.”

“Right now, our biggest advantage is that we know more than they know we know. We know he’s up to something, so if we’re ready for it, we might be able to take care of it without tipping our hoof to Discord,” Thistleroot said.

“But none of us are on the third team,” Sweetie Belle said. “Do you think we should tell Scootaloo? What if she doesn’t believe us about Discord?”

“Nuh-uh, we ain’t lyin’,” Apple Bloom said. “Scootaloo’s our friend, and we’ve gotta be honest with her. I know she wants Discord to be good, but even if she doesn’t believe us, she’ll at least listen to us. We’ve got to trust her with this one.”

“Plus, even if she’s not sure about Discord, she already distrusts Wind Rider,” Spike said. “I just wish one of us could be there to give her back-up.”

“Hey, what about that spell that gives ponies wings. The one Twilight used on your sister that one time. Do ya think ya could pull it off?”

Sweetie Belle shook her head. “We don’t even have the book she learned it from.”

“Actually, I had an idea about that,” Thistleroot said. “Shining Armor said that there wasn’t anything we could do for this mission that a pegasus couldn’t do better. Do you think he’d let one of us go if he was wrong about that? Even without wings?”

*****

“I want to be on the third team,” Thistleroot said as he entered the Royal Guard mess tent.

Shining Armor sighed without looking up from his dinner. Two other Royal Guards eating with him looked up. One rolled her eyes. “Thistleroot, wasn’t it?” Shining Armor asked.

“Yep.”

“If I turn around, are you going to have magically sprouted wings?”

“Nope.”

“Then you can’t be on the—”

“I can shut down the antimagic field, though.” Maybe, Thistleroot added with a mental asterisk.

Shining Armor turned toward him. “How? We don’t even know what it is.”

“I know we were never formally introduced, and I know that I don’t look like much,” Thistleroot said. “I’m not a hero type like you or your sister or my friends. I’m an egghead, to use Scootaloo’s terminology. I’m a graduate and master’s student from Princess Celestia’s School for Gifted Ponies. My thesis for my magical frequencies course focused on the changeling dampening field around Canterlot.

“Let me go with the third team. If we find the source of the anti-magic field before finding the weapon, we can shut it down.”

Shining Armor didn’t answer right away. Thistleroot held his breath as the Captain of the Royal Guard considered his words, a small victory already.

Before Shining Armor could answer, another voiced spoke up from the next table over. “Let the kid come.”

Thistleroot and Shining Armor both looked up. Thistleroot leaned back to get a view of the speaker, and saw between two other guards the back half of a burly grey pegasus. His cutie mark was a simple image of a square building and a landing strip. It was a cutie mark Thistleroot had seen before, but where?

“He’s not a pegasus. He’ll slow the rest of you down.”

“I’ll see to it that he doesn’t,” the pegasus said. “I’ll carry him up and back down myself.” The pegasus pushed away from the table and turned toward them. Thistleroot’s eyes widened as he saw the guard’s face.

“Biggs!”

“Long time, kid.”

“Major Biggs,” Shining Armor said. “Are you sure about this?”

He nodded. “He’s a good kid. The princess seemed to trust him. I’m willing to take responsibility for him if it’ll improve our chances against the changelings.”

Shining Armor considered it in silence for another few seconds, and then nodded. “I trust your judgement, Major. I guess you’re in, Thistleroot.”

“Thank you,” Thistleroot said, nodding to both of them. Oh, Celestia, what have I done?

*****

“You’ve got to be kidding me,” Wind Rider said. “Not only are we going on the most dangerous part of this whole thing, but we’re taking,” he paused, giving Thistleroot another look, “this?”

“You could have ended that sentence with ‘him’,” Thistleroot said dryly. “They’d still have gotten the message.”

The Canterlot Royal Militia had been teleported by Discord near the changelings hives and were preparing their attack. The third group had gathered with Shining Armor and Discord one last time before departing on their own.

“I didn’t sign up to play foalsitter.”

“If you want out, feel free to say so,” Scootaloo said. Wind Rider shot her a dirty look, and she returned it. Finally, he rolled his eyes and stepped back. Of course it was too much to hope he’d actually quit, now that they were sure he was up to something.

“Sending a unicorn with knowledge about anti-magic fields opens up additional avenues of success for your mission, something we sorely need, given the odds stacked against us. Your mission,” Shining Armor said, emphasising the word ‘your’, “hasn’t changed. If Thistleroot is able to direct you to whatever is generating the field, you destroy it and keep moving. If not, get in, find the stone tablet, and get out.”

“Okay, but how does destroying it help us? We won’t have any real unicorns with us.”

“Hey!”

“And everypony will be busy defending themselves against the changelings. You won’t even know the field is down,” Wind Rider shook his head. “It’s too risky. We should stick to the primary goal and leave the nerd behind.”

Yeah, I bet, Scootaloo thought. Don’t want your queens getting mad at you for smashing their defenses.

“If you manage to bring it down,” Discord said, snapping his fingers, “I’ll be the one coming in to help while the rest of the ponies begin retreating.”

Scootaloo frowned. The flipside of her suspicions about Wind Rider was the conversation he’d been having with Discord. As much as she’d wanted to believe he was on their side, she couldn’t deny that it was suspicious. “As for how I’ll know.” A saddlebag appeared in his hands and he tossed it to Thistleroot. Thistleroot caught it with his magic. “Once it’s down, get outside and set one of those off.”

“Flares?” Scootaloo asked.

“Fireworks. I borrowed them from Pinkie Pie’s Party Cave, and added my own touch.”

“Uh, what kind of touch?”

“Just some changes to make the booms bigger. Big enough for us to see even from here.”

“Are these normal fireworks, or are we going to have something silly, like a giant dancing Pinkie Pie over the changeling hives.”

Discord shrugged. “I have no idea, but I’m excited to find out.”

“Great,” Scootaloo said, making a mental note to be far away before the fireworks went off.

“Maybe we should concentrate on getting in and out, and less on how we’re going to signal you once we’re done,” Wind Rider said. “You know, the dangerous part. Nopony here knows much about changelings, so we have no idea what kind of guards we’ll have to deal with.”

“The hive will probably be guarded by members of the soldier caste,” Thistleroot said.

Everypony looked at him. Wind Rider arched an eyebrow.

“What? I spent four days with nopony but a changeling for company. You think I didn’t ask questions?”

“See,” Scootaloo said, turning to Wind Rider. “He’s already useful.”

Wind Rider rolled his eyes. “Okay, what can you tell us?”

Thistleroot grinned. “It started as questions about her, and then about what being a gatherer meant, and then about functions in general.

“Soldiers train specifically for their function once its chosen for them as children. They’re the main fighting force and guards of the hive. They’re also supposed to be really, really, breathtakingly stupid, but she might have just been being mean.”

Thistleroot furrowed his brow, trying to remember. “Soldier changelings are some of the higher ranked ones. They would be trusted to guard important things and places, and the queens themselves. They wouldn’t leave whatever they’ve been assigned to, even if the hive were attacked, I don’t think.”

“Oh, that’s just great,” Wind Rider said. “Have fun fighting the florists and mane-stylists out here, the seven of us will just take on the trained fighters.”

“Nopony is making you go,” Scootaloo reminded him.

“It sounds like only the stationed guards will stay behind,” Biggs said. “I imagine any of these soldier changelings not currently on duty will fly out to meet the threat to the hive. Will the other castes come out as well?”

Thistleroot nodded. “Our fri— the changeling we knew was a gatherer, one of the lowest castes, and she was still pretty good in a fight. There are some that probably wouldn’t come out, the higher castes that oversee the hive under the queen, and caretakers of the young, but gatherers, builders, infiltrators, all of them should be there.”

“Anything else?” Shining Armor asked.

Thistleroot thought for a moment and shook his head. “Nothing that would be useful for today, I don’t think. After castes we moved on to changing itself, but she mostly just kept saying ‘it doesn’t work like that’ and getting frustrated. Oh, I know they can’t turn into mantis shrimp.”

Shining Armor blinked. “Okay. Anyway, you guys need to get into position. Remember, don’t move until you see our signal. You can’t risk entering the hives until Rosalia is occupied. Stay low and unseen until then. As of now, Major Biggs is in command.”

“Understood, sir,” Biggs said, snapping a salute.

“Good luck, Biggs,” Shining Armor said.

“To you too,” Biggs answered. He turned back to the group. “You heard the captain. Let’s move out.”

Vexation

Thistleroot turned and began walking away.

“Thistleroot, wait.” Mimic hesitated, and then followed after him. “Please.”

Thistleroot slowed, and then stopped, but didn’t turn back to face her. “Is there a real Wind Rider wandering around somewhere, or was it you the whole time?”

“It was me,” Mimic said.

Thistleroot turned back to her. “So what, you thought if you waited for a chance to play the hero it would make up for what you did? Or what you didn’t do? Whatever.”

“No. It wasn’t like that.” Mimic glanced down the empty road between the tents. She considered shifting back into a pony form. If anypony came across them, they might jump to conclusions and attack her.

She looked back up at Thistleroot and decided against it. She wanted to be herself for now. “I wasn’t going to tell anypony. Once Nocturne was defeated, I was just going to go back to my brother.”

Thistleroot narrowed his eyes, and she could tell he was skeptical.

“I just wanted to help,” she said. “Even if I never got any credit for it. I wanted to make sure all of you stayed safe.”

“Why?” Thistleroot asked. Mimic knew the question would come, but it still hurt to hear.

“Because you’re all my friends.”

“You have a funny way of showing it.” Thistleroot shook his head and turned again.

Mimic’s temper flared. “Stop walking away and listen to me. After everything that happened today, you owe me that much, at least.”

Thistleroot kept walking for another half-dozen steps before he stopped. He dipped his head and sighed, then turned back toward her.

“I’m sorry about what happened. I really am,” Mimic said. “I should have warned you sooner, but I did warn you. I could have kept my mouth shut and got back everything I’d lost, but I didn’t, because when I had to make a decision, I chose you over the changeling queen.”

“You were still mulling it over while I was putting the fragment of harmony into the keyhole. You had to tackle me to stop me in time.”

“I remember,” Mimic said softly. “Thistleroot, do you know what it was like, growing up in the hives?”

“Sure. You told me all about functions and the hierarchy.”

“I don’t mean that. Do you know what it’s like living there? Growing up there?”

Thistleroot shook his head.

“We don’t have friends in the hive,” Mimic said. “We have other changelings we call friends, sometimes. I had a friend named Ersatz. I asked him to look the other way while I escaped to save my brother. Can you guess what he said?”

“No?” Thistleroot guessed.

Mimic nodded. “Living in the hives, no one cares about you. Your family, sometimes, but never more than they cared about themselves. I had a job to do, and if I couldn’t I would have been exiled. I would have lost my home and the last family I had left. We were always told, being exiled from the hive was no better than being dead.

“I’m not trying to make excuses. If you’d actually gotten hurt, I don’t know what I would have done. I just want you to understand why. I’m not used to actually caring about others, and I made a mistake. I’m sorry.”

Thistleroot listened, expression unreadable. After a few seconds of silence, he asked, “Why tell me now? If you were just going to help out and then disappear, why change your mind now?”

“Being with the rest of you today, celebrating, reminded me of the past few weeks. I don’t want to lose this again,” Mimic answered, trying to keep her voice level. She paused, and then added, her voice even smaller, “I don’t want to be alone again.”

Finished with what she’d wanted to say, she stepped back and waited. In the silence that followed, she found herself growing more and more flustered. She’d never poured out so much of what she was thinking and feeling to someone else before, and as she waited for an answer, she felt the heat beginning to rise in her face.

Seconds passed, the silence between them growing more intense. Mimic struggled to think of something more to add, something she could say that would convince him. Finally, Thistleroot sighed and started walking again, this time toward the beach. “Come on. We should tell the others that you’re here.”

Mimic let out a breath she hadn’t realized she’d been holding and smiled. “Okay.”

*****

“You know,” Sweetie Belle said, tilting her glass with an absent minded hoof. “Now that we’re pretty sure he’s not evil, does anypony else think Wind Rider’s kind of cute?”

Spike looked up from his sixth plate and coughed awkwardly into his fist. “Uh, I don’t know. He seemed kind of bland to me.”

Apple Bloom grinned at him, but didn’t say anything.

“I mean, he’s got a white coat. How bor...” Spike trailed off, eyes flicking toward Sweetie Belle’s coat. “How boring would it be to have two friends that are the same color? And besides, you pull it off way better.”

“Nice save,” Apple Bloom whispered under her breath.

“Oh, Thistleroot,” Sweetie Belle said. Spike looked up to see Thistleroot approaching. Wind Rider followed several steps behind. “Hi, Wind Rider,” Sweetie Belle added, smiling.

“Wind Rider has actually been Mimic this whole time,” Thistleroot said as he approached.

“Don’t hold back or anything,” Wind Rider said dryly.

There was a long moment as everypony looked at Wind Rider, comprehension dawning in their faces one by one.

“Oh, come on!” Sweetie Belle shouted, throwing her hooves into the air and making Wind Rider, or Mimic, flinch.

“Sorry,” Mimic said. “I didn’t want to deceive everypony, but things were, uh, complicated.”

“It’s fine,” Apple Bloom said. “A little surprising, but we never really did get the story about why ya left. Ah for one am happy yer back. Or, never really left, Ah guess.”

“Yeah,” Spike said. “Don’t mind Sweetie Belle. She’ll be fine.”

Sweetie Belle grumbled something under her breath.

"Okay, so assuming that's the last surprise of the night," Thistleroot said, stifling a yawn, "I'm—"

Discord appeared beside the table in a flash of light, Making Spike jump in surprise. “Oh, good, you’re all together. The princesses want to speak with you.” He snapped his fingers.

“Wait, what?” Spike asked. “The who—”

*****

Discord reappeared on the stone dias, and Scootaloo’s friends all appeared at his feet.

“—Want what now?” Spike asked.

Princess Celestia sighed. “I didn’t mean immediately.”

They had come down from Canterlot mountain to the ruined statue gardens shortly after the princesses had been freed, as both Celestia and Luna wanted to see the remains of their castle with their own eyes.

“Princess Celestia! Princess Luna!” Spike said, eyes widening. “You’re back!”

The other ponies straightened at the sound of his call and turned, each wearing a look of surprise, followed by a look of confusion on everypony’s face but Wind Rider’s.

“Uh, no offense, Princess,” Apple Bloom said, “But ya’ll look different.”

“Yes, I am aware,” Princess Celestia said, casting narrow eyed glance at Discord. “Well, since everypony involved in the past few weeks is gathered, I suppose now is as good as any to fill us in on what we’ve missed.”

“Wait, this is Princess Celestia?” Wind Rider asked, arching an eyebrow. “Really? Isn’t she supposed to be taller?”

The other ponies, including Scootaloo, winced. Discord chuckled, but turned it into a polite cough when Celestia shot him another look.

“Yes, that’s my fault, I suppose,” Discord said. “Though to be fair, I had no idea you two had grown up so much.”

Luna sighed. “Much of our power was held within the prison, even as our physical bodies were released. It is similar to when the Elements of Harmony stripped the power of Nightmare Moon from me. It will grow back, I suppose is the best way to put it.”

“It does raise all sorts of questions, though,” Discord said. “Questions for later, of course. So yes, this is the illustrious Princess Celestia.”

Celestia looked back to Wind Rider, face softening. “And I don’t believe we’ve ever met. You are a friend of Scootaloo’s?”

Wind Rider looked to Thistleroot, who nodded and said, “You can trust her.”

It was Scootaloo’s turn to arch an eyebrow. What was that supposed to mean?”

Wind Rider shrugged and was suddenly engulfed in green fire. It faded, leaving a changeling in its place.

Celestia didn’t react, but Luna’s expression darkened.

“Mimic?” Scootaloo asked. “What? When did... what?”

Mimic gave a hissing laugh at her reaction. “Um, surprise?”

“Scootaloo, I take it you know this changeling?”

“Uh, yeah, she’s a friend.” Scootaloo hesitated, glancing to Mimic, who nodded. “Uh, I guess I should start from the gala. That’s the last time we actually got to talk.”

And so Scootaloo told the princesses everything that had happened, starting with her imprisonment and the deal she made with Mimic, their journey to Greenhaven Grotto and Libiris, Night’s End, and finally her decision to release Discord and their recovery of the tablet. Her friends sometimes chimed in with details she’d forgotten or didn’t know, but for the most part were content to let her do the talking.

“And then we realized we could free you two. Now we have Discord, you two, and a weapon to use against Nocturne. We just have to use it,” Scootaloo finished.

“I see.” Celestia walked over to Scootaloo and put a hoof on her head. “You’ve all been through quite a lot, haven’t you?”

Scootaloo smiled. “Yeah.”

“And Discord,” Celestia said, turning toward him.

“Here we go,” he sighed.

“Thank you.”

Discord blinked, then started clearing one of his ears with a talon. “I’m sorry, I think I misheard you there.”

“You helped my ponies when they needed it, rather than going back to your old ways once you’d been freed. By the sound of it, you saved Scootaloo, Thistleroot, and Mimic’s lives. Thank you.”

“Oh, well,” Discord waved a hand in an ‘it was nothing’ gesture.

“Can we continue to count on you?”

“Well, hmm,” Discord flipped over a few pages of a calendar. “I don’t appear to have anything else planned, so I suppose. Actually, I have a plan for our final attack. Why don’t we talk about it over dinner? You two must be starving after being imprisoned like that.”

“Now that you mention it,” Luna said, looking to her sister.

“Very well,” Celestia said, nodding.

“Great, I know this place in Maretonia that you’re just going to love.”

“Maretonia? We’re not going all the way to—” Discord and the two princesses disappeared in a flash.

A faint breeze whispered through the ruined city.

“I’m going to bed,” Spike said.

“Yeah, same,” Apple Bloom said. “This day’s been interesting enough as it is.” They turned and walked back toward the camp. Sweetie Belle followed, pausing to give one last smile and wave to Mimic.

To Scootaloo’s surprise, Mimic returned both.

“So, does anypony want to explain what’s going on?” Scootaloo asked. “Thistleroot, did you know Wind Rider was actually Mimic this whole time?”

Thistleroot shook his head.

“Nopony knew,” Mimic said. “After what happened with Thistleroot—”

“What did happen between you two, anyway?”

Mimic blinked and turned to Thistleroot. “You didn’t tell her?”

“No. He just said that you left with your brother, and that we weren’t going to see you again.”

Thistleroot shrugged. “It wasn’t that big of a deal. I’m going to bed too. Tomorrow’s probably going to be even more interesting than today was.” He turned and started walking away before either girl could answer.

Scootaloo waited until he was out of earshot before saying, “He’s lying, isn’t he?”

Mimic glanced at her, then away. “Yes.”

“Tonight’s the first time I’ve heard him say your name since Night’s End, even when he was talking about you.”

“Yes. I’d noticed that too.”

Scootaloo pondered it for a moment, and then shrugged. “Well, if he’s forgiven you, I guess that’s what matters.”

Mimic frowned. “I don’t know if he’s there just yet.”

“Well, he wants to keep it between the two of you, so I’m not going to pry.” Scootaloo smiled. “I’m glad you’re back.”

Mimic smiled back. “Never left.”

Scootaloo rolled her eyes and gave Mimic a playful shove. “You know what I mean.” She paused. “Hey, Mimic? There’s something you should know.”

“Yes?”

“When I was being held prisoner, Ersatz told me that negotiations with the princesses had failed.”

Mimic nodded. “Things had been getting worse, and everyone was starting to worry that we just wouldn’t have enough. Chrysalis sent a messenger to the pony lands. I don’t know what their exact answer was, but shortly after that we heard that the ponies were preparing for war.”

“It was Rosalia,” Scootaloo said. “In the hives, before she started trying to kill me, I had a chance to talk to her. She stopped the message and then sent a warning to Celestia that Canterlot was going to be attacked.”

Mimic was silent for a long moment, thinking over the words.

“I know you were unsure about Princess Celestia, and that siding with us to protect your brother was always a gamble, so I thought you should know. Princess Celestia is a good pony. She—” Scootaloo cut off as Mimic cursed. “Uh?”

“That...” Mimic said, “That...” She shook her head.

“Uh, Mimic? You okay?”

“No!” Mimic said. She turned away, grinding a hoof into the dirt.

“Okay. Uh, care to explain?”

Mimic took a deep breath, but it didn’t seem to do much. Her short tail twitched and she started pacing. “Rosalia’s a changeling queen. She’s supposed to be... We were always promised... This whole time, I thought Rosalia at least had the hive’s best interest at heart, you know? She’s a changeling queen. She’s supposed to be our leader. I’ve been siding against her, but I ran away from the hive. But she doesn’t care about them at all, does she?”

Mimic reared back and slammed her hooves into the ground. “We were desperate, and she did that to us? And she still calls herself a queen? She doesn’t even deserve to be a changeling. So many changelings got hurt.” Her head dipped. “My parents died in that attack.”

Scootaloo stepped forward and put a hoof on Mimic’s back. “We won’t let her get away with it,” she promised. “We’re going to beat her.”

It took another minute or two for Mimic to calm herself. “You’re right.” She shook her head. “Come on, we should get some sleep, too.”

“Yeah,” Scootaloo agreed. Thistleroot was right about one thing, at least.

Tomorrow was going to be interesting.