The Changelings of Manehattan

Over the next few days, Mother was still feeling awestruck by the sheer magnitude of the destruction they had witnessed. The thought about how a single individual could be capable of wiping out her hive, and probably a good portion of the surrounding forest in the process, still sent a shiver down her spine. It now made a lot more sense why Clover was so eager to distance himself from her. Sure, he was the strongest creature the changeling queen had ever seen up close and personal, but she doubted that he could even come close to what this Daybreaker was capable of.

Witnessing the conflagration also seemed to take the fight out of the ponies. Even the more troublesome ones, like Rockheart, had become lethargic and downtrodden. They didn't even try to resist when her children fed off them, although the amount of love they could harvest from each pony had gone down considerably. She hadn't figured out what had so thoroughly dampened their spirits until a couple nights later when she overheard a couple of them grumbling around the campfire. Even though they had managed to escape the raging inferno, the fact that it had been Daybreaker to cast it may as well have been a death sentence. As a result, they no longer had a home to return to.

Clover calmed down considerably once the other ponies stopped causing trouble for him; and Mother finally had a chance to see what he was like when he wasn't utilizing his overwhelming strength and presence. He never seemed to make any effort to socialize with the others of his kind. Opting instead to sit by himself and stare up at the moon for several hours every night, like he was doing now.

"Are you sure this is going to work?" Mother was already having her doubts about this plan.

"Of course I'm sure," said the earth pony that pushed her along. Number Three had taken on the appearance of a pink pony with a blonde mane. Apparently, it was the disguise she used back when she did her recon work. "I've been paying close attention to his movements ever since we left the forest. Personality-wise, he's just like any other stallion. Plus, I saw the way he was looking at you when you first transformed. I think he's got a thing for cherrytops."

"A what?" Mother had trouble understanding Number Three when she started using terms she had clearly heard back when she infiltrated a pony village. However, based on what she heard Clover say, she clearly reminded him of someone.

"Doesn't matter," Number Three rapidly shook her head. "The point is he could use some company, and who better than somepony he's already shown interest in."

Are you sure this is a good idea? Number 47 added from wherever he was hiding. He doesn't seem like he wants anyone bothering him.

I know what I'm doing, she snapped back. "Now come on," she began pushing their mother towards the clearing. To any outside observer, they would've just looked like two mares trying to psych each other up, instead of two shapeshifters attempting to produce a changeling princess. "Now get out there and put a smile on that stallion's face." She punctuated the last note with a solid smack to the rear.

The strike had been so sudden that it caused her to jump and stumble the rest of the way into the clearing. Her less than graceful entrance didn't go unnoticed by her target.

Clover snapped his head in her direction and visibly tensed up for several moments. Mother found herself holding her breath until she saw him relax. "Oh," he said. "It's you again." He turned his attention back towards the moon, already seeming to dismiss her presence.

The changeling queen started mentally going over everything they had been going over as they traveled. She had to be calm, yet aggressive; interested, but not clingy; and inviting, but she had to keep her distance. All in all, everything her guard had been trying to teach her sounded like a lot of contradictions.

"Do you mind if I sit with you?" She said after walking up beside him. She turned her head and allowed her pink locks to slowly flow off her back and down her side. She looked at him with half-lidded eyes while trying to adopt a "sultry" look. She was trying to use what she had learned, but if she was being honest with herself, she had no idea what she was doing. She wasn't even completely sure what response she was trying to get out of him, but it probably wasn't...

"If you want," Clover shrugged his shoulders, but otherwise took no notice of her actions.

Mother waited for a moment to see if any of her watching children said anything. When they didn't, she delicately sat down beside him, making sure there was only a small amount of space between them.

She sat there for a long minute, hoping that Clover would show some sign. Anything. Some indication that she could convince him to show an interest in her. It felt strange, trying to convince a male to pursue her instead of plotting and scheming to take him by force. Number Three had ensured her that despite how detached Clover acted from the rest of the ponies, he was still a stallion. He should both notice and take interest in her heat.

She hadn't been this close to him since the day they left the hive. She felt that same burning itch growing deep inside her as she once again took in his earthy scent. As much as she wanted to take him right at this moment, her children kept chattering in the back of her head, reminding her how dangerous he was, and that she really needed to goad him into making the first move.

Unfortunately, he wasn't showing any of the signs she'd been told to look for. No flaring of the nostrils as he breathed in her scent, and no shifting uncomfortably from having a mare sitting so close to him. He wasn't even doing as much as peeking at her out of the corner of his eye. For whatever reason, his gaze stayed locked on the moon. He didn't blink and his attention didn't waver. She might've questioned if he was even alive, if it weren't for the slow rising and falling of his chest.

Mother joined Clover in his moon gazing. While it barely served to distract her from her rebelling body, she could already tell that she needed to learn more about him before she made her move. She stared at the moon, puzzled and unsure of how it became so pockmarked and blemished until it took on an equine visage. She couldn't even imagine how it would've happened. All she knew was that it hadn't looked like that until a few years ago. Did Clover know something about the moon she didn't? She looked over to the pony sitting beside her, fully intending to ask. However, when she saw the tears running down his face and tasted the air, thick with sadness, she kept her silence.

"We call her Nightmare Moon," said Carnelian the following night as they all gathered around the fire. "The stories say that she grew jealous of Daybreaker and that she called upon dark magics in an attempt to overthrow her."

"And this Nightmare Moon," Mother asked of the unicorn. "Was there some connection between her and Clover?"

"I don't think so," said Carnelian after giving it some careful thought. She still seemed a little nervous around them, but otherwise seemed alright as long as Rockheart stayed nearby. "Not much is really known about Clover. We're not even sure which family he comes from."

"Which family he's from?" Number Three asked. "Why does that matter?"

"Um..." The unicorn's eyes darted back and forth as she looked for an answer. "Sorry," she apologized. "Some ponies tell me it's important, but nopony in my village really cared all that much."

It was Greengrass who came to her rescue. "I can answer that," he said. "Many of the court nobles believe he must've come from a influential family or at least had some connections to one of them. That's the only explanation anypony's been able to come up with on how he ended up apprenticed to a member of the prestigious Star family."

Now it was once again Mother's turn to be confused. She understood the words they were saying, but the meaning completely escaped her. Before she had a chance to ask what any of that meant, the former noble continued.

"Nightmare Moon used to be known as the Princess Luna," he said. "I heard that she and Clover were planning to run away together, and her older sister, Daybreaker, wouldn't hear of it."

"Wait," Carnelian looked even more confused, now. "Daybreaker has a sister?"

"With coat of the darkest blue and with stars dancing in her mane," the duke recounted. "She was rarely seen in the palace, since she usually slept during the day."

"Is it true that Clover kept her bed warm at night?" Another mare jumped into the conversation, eager to learn more.

"So about this Princess Luna..." Mother started.

"I heard Clover was driven mad with grief when he heard she'd been slain by her older sister." One of the other ponies stepped in as well. "That's why he went on a rampage and swore revenge against Daybreaker."

"Well I heard he's actually possessed by an evil spirit," said yet another. "The same spirit that possessed Nightmare Moon."

"I heard she carved her sister's visage into the moon as a warning to those who would stand against her."

Mother could do nothing more than sit there and listen as each pony joined in and told their own version of events. What exactly is happening? She silently asked Number Three. I'm having a hard time keeping track of the details.

Ponies like to gossip. Number Three answered back. When Mother continued to give her a confused look, she explained further. Some of what they're saying might be true, but the bulk of it is probably just wild speculation and stories to make life sound more exciting.

She still understand, but just quietly listened as the ponies spun their while stories. Some of them were obviously made up, I mean, who's honestly going to believe that ponies are capable of moving the sun and moon. She did manage to pick up on at least one interesting tidbit that stayed consistent throughout all the wild speculations. Whoever this Luna was, she was someone important to Clover. Could she use that, somehow?

"RAAAAWWWWRRRR!!!"

An ear-splitting roar shook the night, causing the gossiping ponies to fall silent. Even the mental chattering of her children went quiet.

"What was that?" She gasped out. The sound had shook her down to her very core, making it hard to speak.

"Spread out," Greengrass ordered in a level voice.

The ponies gathered around the campfire didn't have to be told a second time. Moving with the same efficiency they had when they attacked the hive, they followed the order and moved to form a circle around the camp. "Does anyone see anything?" Greengrass asked after a few moments when no one said anything.

"Sorry, sir," said one of the earth ponies. "It's too dark to see anything."

Mother finally collected herself. Whatever was out there had these ponies thoroughly spooked and Clover had yet to speak up about the situation. "My children!" She called out out loud, more for the pony's benefit than for her children. "Take to the air, find out where it's coming from!"

Very few ponies spared a glance as several changelings dropped their disguises and quickly flitted into the air. While it was still true that they couldn't see as far as a pegasus, they were still able to see in the dark.

"That way," she pointed east after only a moment. "It's faint, but there's something heading this way."

No one questioned how she was so sure, choosing instead to focus their attention in the new direction. Where was Clover? He handled the manticore with minimal effort. If something was coming for them, she'd feel a lot safer if she knew where he was. Number 47! She called out over the link. Where's Clover? We need him!

He's uh... kinda busy at the moment, the drone sounded like he was out of breath.

"Look out!" Someone shouted right before Mother felt strong hooves carry her off the ground. They went tumbling through the grass in a tangle of limbs before skidding to a stop. She was about to protest the rough treatment, but that was when she saw what had just charged in and scattered their camp.

It looked like some kind of giant bear, far larger than anything she had ever seen before. It was at least 20 feet tall and had fur so dark and so blue, that it looked like it was attempting to pull in the night itself. What was the most surprising about it though, were the stars she could see dancing throughout its body.

"It can't be," said Carnelian as they all stared wide-eyed at the beast before them. "Is that an Ursa?"

"A what?" Several voices asked all at once.

"An Ursa Major," she continued. "I've heard stories about them, but I didn't think they were real. Just some superstitious nonsense somepony made up."

"Great story," said Rockheart as he stood guard near the unicorn. "What do we do about it?!"

"I... I don't know," she said as the Ursa reared up on its hind legs. The thing now looked twice as tall as it did before. It glared at them with its yellow eyes as it slammed its paws down in an attempt to squash the surrounding ponies.

Mother felt the same strong grip as before lift her up and carry her out of harm's way. It still caught her off guard, but not as much as it had when she saw who it was that was protecting her.

"Are you alright?" Greengrass gasped between breaths. He was also looking a little worse for wear after their tumble through the grass.

"You saved me," she said. She could see her children beginning to swarm the Ursa. They weren't going to sit idly by while she was in danger. "Why? Clover isn't here right now and you could easily escape if you wanted to."

"I'm not quite sure," he said as the ponies joined in with the changelings to bring the bear down. "Maybe it's because I think Clover would hunt me down, but I think its more likely that I don't want to squander this second chance we've been given. None of us ever expected to escape the situation in Equestria. Right now," he said as he sat up. "Even if we didn't meet under the best circumstances, we're all we have, and the ponies look out for each other. Now where is Clover? You don't think he left, do you?"

Mother shook her head as she tried to focus. Number 47! She tried calling out again. Where is Clover?! We're under attack by an Ursa Major!

There's two of these things?! He responded in shock. How did we miss a second purple bear, the size of a mountain?!

She felt her stomach drop at those words. That sounded far worse than what they were dealing with.

The next thing she heard sounded surprisingly relieved. Wait... no... Clover says it's not possible for two of these things to exist. He said you probably have the Ursa Minor there. Far more manageable than what we're dealing with.

She didn't know whether to curse her luck, or breathe a sigh of relief at what she was hearing. "It sounds like Clover's dealing with something far worse," she told the earth pony next to her. "It looks like we're on our own."

"Then we're going to have to make due with what we have," he said as he pushed himself back to his hooves. "Ponies!" He shouted to the crowd. They had been standing around in shock while changelings swarmed the Ursa and just barely managed to keep it at bay. "Are you all just going to stand there?!" He accused them. Unfortunately, he barely managed to get their attention in the face of such a monstrous beast.

"Greengrass is right," Rockheart stepped up and continued where the other pony left off. "Equestria is lost to us, but we are also lost to Equestria. We have an opportunity to make a new life for ourselves. Sure it may not be the life any of us ever dreamed of having, but it's ours." Unlike with Greengrass, he actually managed to capture their attention. "The three pony tribes fought and bickered, but they eventually managed to use their unique strengths to overcome hardship. And while this may not be the same situation, why can't we do the same!?"

The combined "huzzah" the ponies shouted out shook the air and even caused the Ursa to pause in its rampage. The changelings were granted a short reprieve, while the same ponies they had been keeping captive took up positions around the star bear and began to stomp the ground in unison. The Ursa reared up and roared again, but unlike last time, the creatures at its feet didn't run in fear. Instead, they attacked.

Earth ponies rushed in and together they bucked at one of the bear's hind legs. Alone, they would've barely been an annoyance to the larger target, but together, they were more than enough to cause it to lose its balance and fall onto its rump. The attack didn't stop there. With the monster off-balance, unicorns began to throw their magic at its head in an attempt to roll it onto its back.

It didn't take long to accomplish their task, and the bear probably wasn't expecting this retaliation, but eventually the ponies had it on its back. The Ursa bucked and flailed, throwing the earth ponies away that were trying to hold it in place. They quickly scrambled back to their hooves and rushed back in an effort to keep the creature from moving.

Mother knew there was no way they'd be able to keep it restrained, and so did her children. She didn't even have to tell them and they started swarming all over the Ursa with reckless abandon. It wasn't a completely seamless cooperation, but eventually the changelings and ponies worked themselves into a rhythm. Instead of trying to hold the much larger animal down, they instead managed to pin each of its muscular limbs against its own body, where changelings began to apply their resin until they eventually had the creature completely bound in a massive cocoon.

The Ursa Minor continued trying to thrash about, but it wasn't long before it gave up even that effort. It continued to glare at the surrounding equines and growled at them through its now muzzled jaw, but otherwise, there was nothing more it could do.

Changeling and pony alike collapsed from exhaustion. The monster had been far more than either group would've been able to take down on their own, and they had done so without Clover's help. They looked back and forth at each other, a smile and a laugh threatening to break the silence.

Their relief was short-lived, because what little they could still see of the star bear's fur through its bindings began to glow. They nervously looked at each other as they braced themselves for what else could go wrong tonight.