A Change of Heart

by Covok

Rating: everyone
Tags: Main 6, Original Character, My Little Pony: Friendship is Magic, Comedy
Length: 3723

Ever sleep in and miss something important? These changelings did and now they have a job to finish.

How would you feel if you woke up and the entire army you work for was just gone? That the battle you were all waiting on happened without you, your army lost and is now nowhere in sight? The answer to these two changelings is seek vengeance!

Of course, not against the heavily guarded Princesses. Hay, no. Thousands of royal guard and beings that can lift the sun and moon at will? No thanks. But six unprotected ponies out in the middle of the flankcrank of nowhere? That's another story.

So sit back and enjoy the tale of two changelings while they try to seek vengeance on the mane six in Ponyvile. Maybe they'll even learn something along the way. Maybe they'll end up dead. Maybe corn dogs are actually good for your colon. Who knows?

Published 2012-08-31 07:04:02 UTC
Last updated 2012-08-31 07:04:02 UTC

Ch 1: "I found myself within a dark forest"

Trees can be quite two-faced, can’t they? In the light of day, they can be beautiful monuments to nature. Not to mention a nice place to sit down and escape the sun on a hot summer’s day. But, at night, aren’t they just horrifying? Each chipped piece of bark reminds you of a face and never a pleasant one. Every sway of their branches sounds like a wailing moan. And don’t get me started on the jolt one gets when a branch decides to get intimate.

Even monsters don’t like the forest at night. Well, at least one of these two beasts did not. The creatures were pony-sized quadrupeds with a hard black shell. On their backs rested a pair of blue wings and their heads adorned a horn. Most frightening of their features was the two large fangs that curved from the tops of their mouths down past their jaws. Their name was infamous in this part of the world: they were changelings. Despite their appearance being the thing of nightmares, the taller one shook with fear as the pair continued to walk through the dark, murky halls of the Everfree forest.

“Why did we have to go at night?” said the taller of the two who couldn’t stop his neck from turning left and right every three steps, “I heard stories about this place, Lo. There are supposed to be bears and hydras and even ursa majors!”

A hoof came crashing down on the head of the taller changeling causing him to fall onto his flank. He quickly took to rubbing that wound with his two hooves.

“Your such a little whiner, Paneck!” Lo, screamed as he walked past the fallen changeling, “It was your idea to come out here anyway!”

“No it wasn’t!” Paneck screamed as he darted to his feet.

“Oh really? Let me take you back in a time machine then.”

Lo began to walk around Paneck beaming anger through his blue eyes. He took two quick coughs before continuing.

“Oh, Lo” Lo voice has forced itself up a few pitches, “We can’t hide out in Canterlot all night long. I know the unicorn that runs this hotel saw right through us!”

“I didn’—“ Paneck tried to interject, but Lo cut him off.

“How Paneck?,” he continued in his regular voice, “He did nothing, but smile the whole time when we were booking our room for the night.”

“But that’s the thing!” Lo continued in the high pitched voice, “He was showing us his teeth the whole time! That’s a sign of intimidation among ponies, don’t you know!? He knows where changelings, Lo!”

“But that’s true, Lo!” Paneck jumped forward trying to get close to Lo. However, Lo just continued on his revolution around Paneck undeterred. “Teeth are used for biting, Lo. That hotel owner wanted us to know he was just about to bite us. Just like that cookie shop mare and that newspaper colt and that…”

“And the train conductor, right?”

“Yeah, exactly. Just like the train conductor.”

“Which is why we couldn’t trust him to take us to Ponyville, right? Which is why we had to hoof it all the way here on our own four hooves, right?”

“Exact…ly” His face deflated as the words escaped his mouth.

Lo broke his revolution and kept going on ahead. “Why did I have to end up stuck with you, Paneck?”

Paneck trotted up slowly to Lo's left before confidently shouting off, “Honestly, I think everyone is in on it. I mean two changelings sleep in a little too late and somehow end up being saved from utter annihilation. I mean do you think that’s just luck of the draw? Hay no, I wouldn’t be shocked if this was Queen Chrysalis’ plan all along.”

Lo let out a sigh and slowly shook his head.

“Really? That’s what you’re going with?”

“Maybe you’re right.”

“Well finally I’m making some leeway.” Lo said while letting out a brief of relief.

“This is Princess Celestia’s doing! That’s right, leave two of us alive so that she can question us later when we try to take vengeance by storming the castle! Well, we outsmarted her!”

“Outsmarted her? You mean by realizing two changelings aren’t a match for hundreds of trained guards?” Lo said matter-of-factly, “Not to mention beings that can rise and set the sun and moon at will.”

“Huh!” Paneck let out with a stride, “That’s just what they want you to think. I bet they just go out when the sun and moon set and rise on their own and just throw their horns up to trick the sheeponies of Equestr—“

A rustling came from the bush next to them. In that very instant, Paneck leapt from the ground with a girlish shriek. The changelings body shook furiously while he barely held onto a tree branch.

“Save me…please…in the name of Queen Chrysalis…”

“Will you get down from there, you big baby?”

“I’m not letting no Ursa Major get me! No way! Queen Chrysalis can go avenge herself for all that I care!”

“Is this your big, scary Ursa Major?” Lo said as he pointed to the small bunny that stood only two hooves from him.

“Umm…”Paneck’s cheeks turned red as he looked down at the rather cute bunny who blankly stared at the two changelings with visible confusion.

“Now will you just come down so we can get out of this place already? I really want to make it to Canterlot before the sun comes up…next Thursday.”

“I don’t see why we just can’t fly to Ponyville.” Paneck said as he flew himself gently back to the ground.

Lo shot his head within a few inches of Paneck’ face. “Do you want me to take you in the time machine again?”

“There is no way I said we had to walk through this scary, dark forest at night!”

“You were afraid that we would be spotted if we started flying…at night…and our shells are pitch black.”

Paneck walked past Lo, closing his eyes as he turned his head back at Lo, “And you listened to me? To think you’re trying to call me stupid.”

As Paneck continued on the path to Ponyville, Lo just stood there. His face was apple red and his mouth looked as if he just ate a sour grape. He just kept shaking for a few minutes while Paneck kept trotting along.

Finally, he burst into the air with a furious leap. One could almost see the steam escaping from his ears.

“Then let’s just fly there, you scaredy cat!” Lo’s scream could be heard for miles and made Paneck jump back onto his tree branch in a frightened leap.

“B…but what if they see us.” Paneck whimpered as he held his eyes firmly shut.

“Oh,” Lo shot into the night sky. “Forget you.”

Paneck continued to shiver as he held onto the branch. Minutes past, and Paneck let out a little “Lo?” before finally opening his eyes. His head darted left then right. He was alone.

“Lo! Come back! Please!” He took flight, “Come on, enough hiding now. Where are you?”

Silence.

Paneck went bug eyed as it dawned on him; he was all alone in a forest with manticore, cockatrices and timberwolves. He did the one thing he could do: he darted back onto his branch and held on for his dear life. Shaking like a twig the whole time; eyes tightly shut.

Farther along and much higher in the sky, Lo continued his journey to Ponyville alone. Eventually, night gave way to day and soon he found himself having to land to stay out of sight. Luckily for the weary changeling, he was not far from the forest’s edge. After a few hours of trotting had past, he began to realize his plan--really more of a strategy--didn’t cover anything after the forest.

“Now comes the tricky part.” The changeling thought to himself. “I need a good disguise if I'm going to walk around Ponyville without being chased down by some angry mob."

Hearing hoof steps in the distance, Lo hid behind a tree to hide his presence. From the corner of his eyes, he could see three fillies standing around talking to each other. The one on the left was a light gray unicorn with a pink mane with purple streaks. The one in the middle was an orange pegasus with a fuchsia mane. She wasn’t paying too much attention to the other two. She was too focused on cleaning dirt off, presumably, her blue scooter. Lastly, there was the grayish olive earth pony on the right with the red mane and the huge pink bow. They looked worse for wear. Lo couldn’t imagine what could possibly leave them covered in so much dirt.

“I guess archeology isn’t our special talent.” The unicorn moaned as her legs gave way and she landed on her underside.

“Speak for yourself,” The earth filly cheered while holding a bone in her mouth, “I found half a chicken buried near Fluttershy’s lodge.”

“Chicken bones don’t count as archeology!” The unicorn yelped at the earth pony.

“Do too!”

This exchange probably would have continued on for hours if the pegasus didn’t turn her head from her cleaning to see the time on her watch.

She turned her head towards the bickering fillies, “Applebloom, weren’t you supposed to be at Zecora’s an hour ago?”

The Earth filly jumped and said “You’re right! We’re supposed to go herb picking today!” Frantically, the earth filly dropped her bone, said her goodbyes and ran off into the Everfree forest at top speed.

“Applebloom, huh?” the changeling mumbled to himself while making a devilish grin, “I think you and me are going to be real close. As a matter of fact, I already feel like a brother to you ...”

In a flash of light enveloping Lo’s entire body, his old self was replaced with a duplicate of the little, earth filly.

“…or maybe even your long lost twin!” At his own terrible joke, the changeling released a deep, bellowed laugh.

“Applebloom, why are you hiding behind tree?” This interruption by the pegasus made Lo jump back and hold his back and hooves up against the tree. “And why are you laughing so hard?”

Lo took a few quick coughs before responding. “Well,” his voice was now a perfect replica of Appleblooms, “I just wanted to make sure you weren’t going to follow me into the Everfree Forest.” As he said this, Lo walked out from behind the tree to face the two fillies. Getting up on his hind legs and leaning on a nearby tree, the "little filly" continued, “You know it can be dangerous for young fillies like yourself.” He made sure to deepen "his" voice a bit: he was trying to sound tough. Or more likely, make it seem like he was trying to act tough.

“We’re the same age.” The pegasus replied with a flat tone.

“Well, anyway, I forgot a thing at the house…”

“You mean your farm?” the unicorn replied.

“Yeah, the farm. I can’t go see Zecora without it. So I just need to head back like real quick.”

“Well…ok. Why are you just standing there?” The pegasus replied. It was becoming obvious she was not amused by Lo’s act.

“Just needed a moment to breathe. You know, fatigue, running all that,” Lo said as he began a run straight into Ponyville, “See you fillies later!”

As Lo ran off into the distance, the pegasus and unicorn fillies turned towards each other in clear confusion.

“What's gotten into Applebloom?” the unicorn asked

“Maybe it has something to do with her disturbing that chicken’s burial ground!” The pegasus said in a shock, “She might be cursed!”

The peagsus’ words carried in the air as the pair remained silent. A look of worry painted on their face. Suddenly, they both fell onto their flanks laughing.

“Yeah right, Scootalo!” the unicorn laughed, “Maybe she’ll turn into a real chicken!”

“Soon I won’t be the only cutie mark crusader with wings” the pegasus hollered.

Deeper into the forest, many of the animals were getting tired of the loud snoring coming from a sleeping Paneck. He hadn’t left the branch, but sleep got the better of him. Off in dream land, he was fast away uncovering a royal plot to hide the existence of aliens from the sheeponies of Equestria. He stood over the fallen bodies of demon princesses as his beautiful bride to be,Chrysalis, trotted towards him. As they kissed, a parade sprung up in his honor. He got to drive the float and Lo was in charge of confetti.

Unfortunately, dreams don’t last forever. Especially when someponies have to sing while other people are trying to sleep! Coming back to reality—well, his version of reality—Paneck couldn’t help, but hear the lowest whisper of music playing among the wind. It was sweet and soft. I’d say delicate was the best word for it.

“What in the world is that noise!” Paneck cursed at the air unamused, “Ugh, could they keep it down? Somebody is trying to sleep here!”

The singing stopped.

“Yeah, that’s better.” Paneck said as he put his head down onto the branch and began to fall back to sleep.

“I think it came from over there.” A mare’s voice said in the distance. A grayish gold pony with light purple mane soon appeared from behind the bushes bellow Paneck’s tree. She had three pink butterflies on her flank, no doubt her cutie mark.

Quizzically, the pegasus looked around the area. No doubt she was looking for the source of Paneck’s yell.

“Hello?” The pony spoke at a whisper. “Can you come out. I mean, if you want to. I just need to ask you some questions.”

“If it’s not too much trouble, I just need to know if you’ve seen a little filly around with a red mane. Her sister sent me to come get her, but when I got to Zecora’s hut she wasn’t there.” Her voice trailed off into a whisper. “Of course, you probably don’t know what I’m talking about especially because you’re not there.”

Paneck finally decided to open his eyes to see what was making that low murmur around the ground. When he saw the pegasus on the ground, he immediately recognized her. Startled, he jumped to his hooves, but couldn't get a good hooving on the tiny branch and fell off into a nearby bush.

The noise, of course, spooked the pegasus. Cautiously, the peagsus made her way to bush.

“That’s her!” The changeling thought. “That’s one of girls who helped take out Queen Chrysalis!...or at least that’s what the Canterlot folk want us to believe.”

Paneck heard the pegasus running towards him and tried to move.

“Ouch!” he screamed inside his head, “My left hoof is broken.”

“Are you okay!” The pegasus screamed as she threw her face into the bush.
Inside, she only saw a tiny, white bunny rabbit with a broken leg. On instinct, she grabbed up the wounded little animal and held it like a newborn baby.

“Oh, you poor, little thing.” The pegasus let out in a soothing voice, “You must have fell out of the tree and broke your leg on the way down.”

Paneck looked up at his targets big eyes and tried to look cute. He even tried to move his leg just so he could look in pain in front of the motherly pegasus.

“Oh no, you can’t try to move that leg. It’s broken.”

The pegasus then began to look left and right frantically.

She turned her head left. “I can’t just leave you here.” She turned her head right. “But I can’t just abandon Applebloom. I promised Applejack I’d find her.”

She just continued to go back and forth in this panic. After a few minutes, Paneck had had enough of this show.

Coughing twice, he let out a little whisper in a voice that perfectly matched the pegasus, “Maybe I could just drop him off at my home then run back and look for Applebloom.”

“Oh yes, that would work.” For a moment, her face wore a grin. That soon, however, died as she began to wonder, “Did I say that?”

For a few seconds, Paneck was worried she’d just continue start all over again or start looking for the source of the voice, but relief came when she simply shrugged and began to fly her way towards Ponyville as fast as she could.

“Fluttershy,” echoed in Paneck’s head, “Timid, shy, cowardly. That's what the people of Canterlot said, but I know all that's a lie now. Look at that face. Always smiling. Always cheery. WHAT ARE YOU HIDING!?.”

Within ten minutes, Fluttershy was at the edge of the forest and could see two fillies playing catch with an old chicken bone. Stopping in an instant, she tried to ask them questions despite the lack of air in her lungs.

“Did…you…see…Applebloom…today…” The exhausted Fluttershy asked, “Apple…jack…has been…looking for her.”

The pegasus and the unicorn stopped throwing the bone to one another and turned to the clearly tired Fluttershy.

“Applebloom?” The orange pegasus asked, “Yeah, we were having a meeting of the Cutie Mark Crusaders before.”

“She said she needed to go see Zecora, but then forgot something and ran back to the farm to get it.” The gray unicorn continued.

“Oh…good, Applejack will…run into her then.” Fluttershy said while she lifted her arms closer to her face, “That means I can spend more time on fixing you up, my little poopsie.”

“Poopsie?” The two fillies asked this with a hint of repulsion in their voice.

“This poor little bunny,” Fluttershy moved her hooves forward showing the wounded rabbit to the two fillies, “hurt himself in the forest today.”

“Awww,” The gray unicorn approached Fluttershy, “Poor thing hurt it’s leg.”

“But don’t you two fillies worry. Nurse Fluttershy is going to make him all better.”

Both the fillies and Fluttershy grinned at the new.

“Well, I got to go take care of my patient.”

“Yes, nurse.”

The three saluted each other playfully before Fluttershy flew off towards her cottage.

While all of this was going on, Lo was trying to find his targets in the sea of the Ponyville markets. They were open-air markets littered about and ponies everywhere throwing their bits away on everything from vegetables to new toupees’. Lo couldn’t help, but remember home while walking through these markets: all the changelings cluttered together bustling about. But there was something very different about Ponyville: everyone seemed to be smiling and happy. Lo couldn’t walk three hooves without seeing a happy family out shopping or a laughing filly enjoying a lolipop or a pair of old mares running up the gossip mill. He didn’t know how to describe how he felt, but he could feel something warm building up in his chest. It made him forget about his target.

“Applebloom!”

Lo continued to look around the market. They were new tomatoes on sale and a set of toothbrushes. Not to mention the father giving his little filly a cone of ice cream.

“Applebloom!”

He could start to hear some trotting behind him, but he couldn’t help, but turn his head to the old couple that had to at least be in their late sixties. They were sitting on a bench holding hooves and just watching everything go by with a smile. They turned to look at each other and kissed for a minute and went back to their watching just at peace with everything.

“Applebloom!”

Lo couldn’t ignore that scream that time especially not when it’s coming from two feet behind him. It even made him jump a bit before turning to face its sender. In front of him was an earth pony with light orange coat and a blonde mane. On her flank, there was a bright red apple and on her head was a light brown stetson.

“Now what gone gunked up your ears so you couldn’t he’r your big sis calling for ya?” The earth pony asked.

Lo’s eyes widen as he realized who he was looking at. "Applejack. She was one of the ponies that the folks at Canterlot said help defeat Queen Chrysalis." Lo thought, "Honest, reliable, hard working: a real goody two-hoofs”

“Ah, I was just lost in the moment is all,” Lo responded back, “You know, my mind wandered somewhere far.”

“Well, you better wander it back fast. We need some help on the farm bucking the apples. We got a big order today from Mr. Filthy Rich. He’s trying to open up a bakery in the next town over and some nasty varmints got into his store room and cleaned him out. He’ll pay us triple if we can get the shipment out by today.”

“Well, then what are we standing around waiting for then? Let’s go buck some apples!” Lo said with a huge smile.

“Now that’s the spirit. Come with me to the orchard and let’s get this rolling.”

They both turned towards the edge of town and began their walk over to Sweet Apple Arches.

A large grin began to stretch across’ Lo’s face.

“I’ve already found my first target,” he thought, “and she’s even bringing me somewhere secluded from the rest of the ponies herself. This couldn’t be any easier.” With a confident wave of his, well…Applebloom’s, mane, he continued his train of thought, “Paneck, smaneck. I knew I could do this all on my own.
Back on the other side of town, Fluttershy had just reached the door to her cottage.

While the pegasus unlocked her door, an toothy grin grew across the wounded changeling’s face.

“I’m a natural born hunter. Hay, my first target came looking for me!,” Paneck thought, “She’s even bringing me to her cottage where we can be alone. Unless that’s her plan…I knew she was hiding something behind that nurse routine! I should of know from the smiling those three did before: a sign of intimidation. I’m onto to your game, Fluttershy. You might know I'm a changeling, but you don't know that I know that you know. Keep your act going. Play your game. I'm going to be winner.”