Veil of the City

by BlueyWaifu

Rating: teen
Tags: Slice of Life, My Little Pony: Friendship is Magic, Romance, Changelings, Comedy
Length: 82133

Three changelings scouting for love in the city of Manehattan. One love subject feels... different.

Faltic, Restel, and Klaven. Three changelings previously involved with the invasion of Canterlot now find themselves in the bustling city of Manehattan after the failed raid. With Faltic being in need of love, finding a new love subject was no difficult task. However, his latest food source feels... different. Genuine, perhaps? Follow this trio of changelings as they live their scouting life in Manehattan, operating out of the same hotel room, and whatever else may happen!

Big thanks to the artist of the cover!
Corduroy Road

Published 2023-10-05 15:40:00 UTC
Last updated 2024-06-26 14:16:54 UTC

Chapter 1

To any outsider of a city, or first time visitor to one, the most common initial impression is the striking visual of the skyline. The silhouette of dozens of structures that compete with one another to pierce the atmosphere is unlike any sight to behold in a typical rural area. To every city in Equestria, each reflected in its own geography and culture. Canterlot, with its foundation extending off the side of the Foal Mountains, spiraling towers, and common houses that permeate in the shadows of the more vertical spires. On the opposing end of Equestria, Las Pegasus sat atop the clouds. Each building didn't rival one another for dominance in height, rather, standing out with an appeal unique to it. Buildings there gave one another respectable breathing room, and didn't push into each other, rather vying for the attention of ponies on the clouds below.

Manehattan, however, was grounded. It appeared as if it were constructed with a foal's building blocks. Each building crowded together and attacked the heavens like a pack of sky-hungry timberwolves. The rest of the city sprawled out, covering the land with its smaller houses and complexes.

Though, Manehattan held what every other major Equestrian city didn't: familiarity.

That is, at least, how Faltic thought of it. After a night of getting away with his other two changeling scouts in the campgrounds established in the city's adjacent forest, he'd decided to trot back to the city rather than fly. The walk back wouldn't be long at all, but this time he'd be going back empty hooved. No more love subject to feed on, since his last one was leaving to Canterlot for royal guard training.

It wasn't until Faltic reached the halfway point in his trip back that he noticed the blocky silhouette of Manehattan's buildings looking black as the sun rose from behind them. It also wasn't until just then that he realized he was still his changeling self, and the closer he got to the city, the more he risked being seen.

After a brief stretch of his back and legs, a swirl of green fire enveloped Faltic for a split second. Once the fire dissipated, there stood a light blue earth pony stallion with a blond mane and tail. Cutie marks seemed so arbitrary to Faltic, so he went with a black question mark. With the dense population Manehattan holds, nopony would notice a new member joining in, as opposed to a smaller place like Ponyville.

Faltic started to enter the cityscape as he began passing two story cookie-cutter homes. It wasn't the most pleasant side of Manehattan. Chipped and cracked sidewalks, uneven and pothole ridden streets supplemented the rough nature of the pony folk who lived in the east side.

That's not to say they were all bad, but Faltic preferred not to get involved. Thankfully, it was early morning, so there was no chance of any inclusion.

What else wasn't all bad was the cold wind whipping the early morning air. Manehattan had never been known for being a warm place. The only other changeling Faltic knew of that would bring up the temperature was Klaven. Faltic always believed that he would grow up past his naïve state, and he still does, but it doesn't seem to be happening any time soon. Nonetheless, it was entertaining, and reminded him of when he first started scouting, so there was no reason to be a prune about it.

Restel was a different story. He was closer to Klaven for scouting, looking over him in ways. Faltic had known Restel just about his whole life, and found much comfort in having him around on scouting duty. As sentimental as it sounded, Restel would undoubtedly make fun of him for it.

The slow transition from cookie-cutter buildings and silence began, as Faltic saw his first signs of life. A carriage sped past on the road, and ponies started to appear frequently on the sidewalks in every direction. Those going to work, or wherever their business is. A densely populated city was perfect to blend in with. Everypony attended to themselves and their business, and other ponies that weren't involved passed through their vision like any piece of scenery. Up in the distant sky, the small colored dots of pegasi drifted in seemingly random directions.

Ah, but what was bad was that Faltic didn't have a love subject, and being up all night didn't quite help his hunger. It's no case of life or death of starvation, but it would be much preferred. Not really bad... more of an inconvenience.

The walk back to his hotel wouldn't be too much longer, and going back empty-hooved would just be a waste of time, so Faltic thought. Picking and acquiring a new love subject took about all the thought and effort equivalent of getting a fast food hayburger.

Amidst all the hustle and bustle of the morning Manehattan crowd, there was actually a pony just ahead of Faltic that was still, almost looking confused as her head swiveled from one direction to the next. Faltic approached her as he noted her visible appearance. She had a cream colored coat, and wore a black jacket with a matching black toboggan, which caused her light green mane to curtain down her forehead and neck, and a cutie mark that looked like a jigsaw piece. Faltic didn't approach her head on. Rather, standing facing toward the road and offering a half tilt of his head.

"You need some help finding somewhere?" Faltic offered. It wasn't a proper greeting, but...

"Ugh, yes. Nopony else is stopping to help. Could you point me in the direction of Eldergrove Street?"

...It ensured that she'd be spending at least a little time with him. A brief recollection of where Eldergrove was flashed in Faltic's mind. It was beyond his hotel, nearing downtown Manehattan. It wouldn't hurt to walk there and solidify getting a new love subject before going back.

Faltic finally turned his head to meet her own. "I'll do you one better, I'll walk you there." Faltic motioned with a sway of his body in the rough direction where they'd be going.

She initially jumped on the offer, but was rightfully hesitant. "I would really appreciate that, but are you sure? I wouldn't want to cut into your day so much."

The charity of one's time goes a long way for ponyfolk, Faltic had learned. "Not at all. I know the way, if you'd like to follow." He poised himself in the correct direction, which the cream colored mare trotted up next to him. "Absolutely!"

Faltic nodded, and led the way across the street's crosswalk. Downtown Manehattan stood tall in the near distance, and would only grow as they approached it. It wasn't but a moment of silence before a cold wind whipped through the air, and the warm clothed mare's face scrunched as she shivered. She looked over at Faltic wearing the same face. "C'mon, are you not cold?"

Faltic shook his head and puffed his chest. "Nope! I've adapted to it."

She blew a raspberry at him. "Pft, adapted. It's like, forty degrees and windy."

"Well the wind doesn't affect me. I'm far too aerodynamic for that." His ear twitched as it earned him a sarcastically scoffed laugh from the mare he was escorting. What also helped him not be cold was the now thin stream of friendly affection emanating from her. Nothing extremely filling yet, but enough to keep any changeling warm and stave off hunger. She decided to take the conversation in a new direction after that.

"Hey, you haven't told me your name yet."

Right, the non-changeling name. "Enthrall. You?"

"Well, really, thank you Enthrall. I'm Whimsy."

If Restel were here, he wouldn't hear the end of how cheesy small talk can become, and how much of it he was doing right now.

"No thanks needed, it's no hassle, really. We're actually getting pretty close. It's just a few more blocks up."

Ponies of all colors littered the sidewalks on either side of the street. Most of which passed in a haze as Faltic paid them no mind, and undoubtedly vice versa. Towering buildings lined up along the end of the sidewalk, and took the brunt of Faltic's attention for orienting himself. Which, one in particular, seemed to strike a chord for Faltic.

"Hey, you got time for a quick stop? At this corner there's a spot that has the best slushies and pretzels you'll find in Manehattan."

Whimsy looked as if she was considering it for just a moment, before agreeing happily to the offer. Faltic, having no need for bits, thankfully didn't leave the hotel empty hooved. Since Klaven is the only one of the three with a job, Faltic took it upon himself to reap a small reward from Klaven's last pay. In the same regard as using one's time to earn one's trust, bits can be used to the same effect.

********

Both Faltic and Whimsy sat outside the corner store on one of the few seats it had outside of it. Other ponies bustled past in ways that looked faster than when they were both moving with them.

It might've taken whatever few bits Faltic had on him to buy two slushies and two soft pretzels, but in securing an indefinite source of food, it was worth it. Plus, Restel does it all the time, and Faltic liked the blueberry flavor from this place. The soft pretzel however, remained untouched.

Faltic looked over at Whimsy, who, to Faltic's surprise, had already downed her strawberry one. Faltic looked at his own cup, not even halfway down, before looking back at her, where he met her looking at him sheepishly.

"Don't look at me like that, it was good!"

Faltic raised a hoof up in defense. "I didn't say anything yet! You really did inhale that thing though." Faltic put on a smug grin for her, which she huffed back and scrunched her nose.

"It smelled as good as it tasted, I had to."

That got Faltic to genuinely laugh briefly. Now was about as good a time as any to keep her a regular for his love bound hunger. After a moment of silence, Faltic dug in.

"So what're you up to at Eldergrove?" Eldergrove, from Faltic's memory, held some pretty fancy looking buildings. Most notably the first floors of such. Valet's stood at attendance outside some of them, so it was only correct to assume it wasn't the cheapest of places for a pony to have business in.

Whimsy idly looked around, shifting her head a little. "Oh it's nothing for me, I'm just meeting somepony there is all."

That answer was enough to make Faltic stop digging. Nonetheless, the conversation continued. "Right. Eldergrove just seems like a very fancy street. At least, a lot nicer than most of the areas around here."

She turned her attention back to Faltic. "Hah, that's the truth."

There was another moment of silence before she continued. "So, how close are we from here?"

Faltic tilted his head and pointed a hoof down the road. "You see that particularly brown looking building?" She followed his hoof point and nodded. "It's quite literally around that corner, we're practically at it."

She nodded again, and shifted in her seat to stand up. "Right. Not to cut this short or anything, but I should get going there."

Faltic could take the hint that her stating she had to get going, she'd be going by herself.

"Well it was my pleasure assisting you Whimsy."

Before she could respond with her farewell, Faltic spoke up again. "Hey, would you like to come back here sometime? Maybe we could start here and go somewhere else?"

Whimsy smiled brightly. "Oh absolutely! I bet you have more spots like this I wouldn't know about. Does tomorrow morning work?"

Faltic nodded, offering her a smile back. "Sure does, I'll be free."

"Good, I'll see you then, and thank you again!" With that, she turned and rejoined the sea of ponies flowing up and down the sidewalk in the direction he had pointed.

Eating right out of my hoof. Or... is it like taking candy from a foal? Or both? Faltic pondered for only a moment before he realized that she'd left her empty slushy cup on the table. No manners.

That, and he still hadn't finished his. On top of that, there was a whole soft pretzel still in its paper bag.

Restel or Klaven might want it. Faltic thought as he finished his own slushy. The sun looked to be around the crest of its path in the sky, signaling it was about noon. From where he was, the walk back to his hotel wouldn't take but about the same amount of time he'd spent escorting, and having a slushy with his newest love subject.

It was feeling like the right time to get back anyway. A small sense of fatigue suffused over him as he thought about the walk back. It was most likely since he had stayed up all of the night prior listening to his friends' stories and telling his own. That, or feeding on love can really hit like a carriage.

Faltic stood up, briefly stretching his legs. He orientated himself opposite of where he'd pointed out Whimsy, and became another pony in the herd of the sidewalk, leaving his empty cup behind as well.

Good. I've no manners either.

*****

The Pegasus Cloud Hotel wasn't unlike any of the other hotels that Manehattan had to offer. At least, the others in the area. The only notable thing that stood out were the exterior colors. The upper half of the establishment was red, while the lower half was purple. Odd, if you asked Faltic, but he didn't much care for that. Klaven had snagged a job working at the front counter here, and that managed to get them a room at the middle floor. Nothing bad, per se, but nothing luxurious.

As Faltic passed through the lobby, he didn't spot Klaven anywhere, so he was probably back in the room. A few flights of stairs later, and he was on the correct floor. Paisley's marked the carpeted floors that led him to his room, and...

Instead of bringing the card to get back inside, he brought a whole soft pretzel instead, so knocking would have to suffice.

The door opened less than a moment later. It only swung open enough for Faltic to be let in and shut the door behind him. Just in case somepony were to be walking by and look in, because if they did, they'd see what Faltic was greeted to: his two changeling friends strewn about the room. Klaven was sitting nicely on the chair next to the window that overlooked the street, reading a book, and Restel, laying with half of his body hanging off the bed with his head dangling near the floor. The gradient colors of his eyes flitted to Faltic as soon as he walked through the door. Restel was also the first to greet Faltic by turning to look at Klaven.

"Who's this guy?"

Klaven just looked up and shrugged. "Our cover's blown."

Faltic's face went flat before a quick wisp of a green blaze overtook him, and he reverted back to his natural changeling form. "Oh get over yourselves."

Faltic stretched before going over to the bed. He jumped up, and put a little extra power onto it, causing Restel to slip off from his suspended perch on the side of the bed, hitting the ground with an "Umf."

Restel quickly peeked over the edge of the bed. "You get over yourself."

Faltic was grinning at him. "Not my fault you fell off the bed. One less changeling jumping on the bed."

Restel spat a raspberry at Faltic as he stood back up, and noticed the whole soft pretzel Faltic had on him.

"I guess by the entire pretzel you're carrying, you didn't come back empty hooved?"

Faltic raised the pretzel in the air a little. "No. I brought a pretzel back.-" That got Klaven's attention. He'd set his book down and became attentive. Restel, however, sarcastically rolled his blue gradient eyes. "You know what I mean."

"I know I know-" Faltic turned and extended his hoof that held the pretzel for Klaven, which he gratefully took. "-I picked up this lost chick on the way back here. I walked her to where she needed to go and got that on the way."

"Where'd she need to go?" Klaven spoke, his mouth half full of soft pretzel.

"Get this: Eldergrove street," Faltic stated.

Both of Faltic's listeners recognized the street name, and perked up just a little.

"Really? That's interesting. That's a pretty pricey looking part of Manehattan," Restel chimed up.

Klaven jumped in on that comment as well. "Yeah, I've walked through it a couple times. Most ponies that have any business there don't even look at you."

Faltic was in just as much intrigue as the rest of them. "Right? But well, she said she had no business there, she was just 'meeting somepony.'"

"Ah-" Restel started. "-Guess we couldn't be so lucky. You should've gone with a less ugly disguise."

Faltic quickly bit at that in a knowing tone. "If I was going for somepony prettier or more handsome, I would've had no disguise at all."

"Inner beauty, that's deep," Klaven spoke from his chair.

There was a pause for silence, but not for long in any capacity as Restel cracked first and started to laugh. "Both of you shut up. That's stupid."

Klaven still wasn't done. "What's stupid was you mixing yellow and green on your last disguise. You've no eye for colors that go well together." Faltic nodded in agreement.

Restel dramatically lifted his head and heaved a sigh. "I hate it when you two book saps team up on me." Restel turned face and went for the door. "I'm going to the vending machine."

Both Faltic and Klaven piped up just after Restel flamed a disguise on his body, and before he could touch the door.

"Veggie straws."

"Salted hay fries."

Restel snapped his head back and glared. "Technically, both of you already ate. I don't want to hear it." With that, he disappeared behind the door as it clicked shut.

Klaven looked over to Faltic, with slight suspicion to his face. "If we can't feed on physical food, why does he buy it more than us?"

"He really likes those oat bars. Plus, Klaven, really?" Faltic motioned his hoof to point out the half eaten soft pretzel in Klaven's hoof. Klaven, raising it in defense, spoke sheepishly. "I see your point."

Faltic laid back on the bed, and it wasn't long until Restel came back in the room. After losing his disguise, he wordlessly tossed both Klaven and Faltic's snack requests to them.

Tomorrow would just be another scouting day for the trio. It'd been several months since they'd become stationed in Manehattan, and luckily, all together. The draft shows no mercy in those who it picks, and the luck of the draw was the only saving grace. But, nonetheless, it was a bit later in the day now, and Faltic just felt like sleeping. In the morning would be his next meeting with Whimsy.

The scouting job, like clockwork.

Chapter 2

For as far as first impressions went, Whimsy appeared to have more liberty than Faltic would've thought. The main reason for that being was: here's Faltic, as his blue earth pony disguise, waiting at a seat outside of the same corner store he'd met Whimsy at the day prior. Ponies still passed by as if they were on rails. The only difference was that the sky was dotted with clouds today, and Whimsy hadn't shown up yet, leaving Faltic time to himself.

Restel would be busy today with his own love subject. She was some businessmare who worked more hours than she had free time. Restel didn't seem to complain, as he didn't have to spend so much time with her. Today however, he was spending most of it with her.

Klaven, well... Faltic's mind drew a blank as to where and how he got his love. Oh well.

Admittedly, Faltic might've shown up early. Both his changeling companions began their day earlier than he'd anticipated, so rather than being cooped up in the hotel room, already showing up made the most sense. At least, it would have, were Whimsy here-

"I'm here!"

That voice pulled Faltic out of his mind as he turned his head to see Whimsy appear, and take her seat across from Faltic. She sported the same black coat and beanie that caused her light green mane to flatten against the back of her neck.

"Sorry, took me a minute to remember exactly how to get here, but I found it."

Faltic gave her a nod and a smirk. "Finally becoming acquainted with the layout of Manehattan? Proud of you."

Whimsy half rolled her eyes and looked sheepish. "Oh hush. I haven't been everywhere around here like some ponies have." Her eyes landed right on Faltic's as she finished her sentence. Faltic only had time to raise his hoof in mock defense before she continued on.

"Speaking of, what other spots do you know of that I wouldn't? I'd love to see them."

The familiar feeling of that warm, filling taste of affection began to waft to Faltic.

Ah, perfect.

As for a spot she wouldn't know about? There was one in particular that had crossed Faltic's mind just recently after taking up a pegasus disguise last week. If his memory was correct, there was a sky bar atop a nearby building, and not a usual bar. Rather, it was open early and served breakfast. With what view it could offer to an earth pony like Whimsy, it would be easy love food.

"Actually, I know of one nearby. Think of a sky bar, but open early and serves breakfast. You down?"

Whimsy's eyes widened slightly at the prospect, and jumped on the offer right away. "Ooh yes! I've not seen Manehattan from anywhere but the ground, and breakfast does sound good. I didn't eat before coming here."

Klaven's bits coming in good use again.

"Good! Then-" Faltic stood and orientated himself towards the crosswalk. "-shall we?"

Whimsy followed suit straight away.

It was in a different direction than the one he'd led her down the previous day. Of course, if they were to go anywhere on Eldergrove, Klaven's bits wouldn't do any justice. Like usual, the two integrated with the flow of ponies, with Faltic leading the way again. A majority of the walk was silent. Faltic decided it would probably be best to save what he wanted to ask for when they had a table.

The place wasn't quite in downtown Manehattan, where all the tallest and grandest buildings are. Rather, it sat more out and away from it, potentially leading to a great view of downtown. With only a couple streets crossed, Faltic halted Whimsy at the door of a building that stood just a few floors taller than the adjacent ones, politely holding the door open for her to go first.

In the elevator, at the top of the many rows of numbered buttons, was a larger one that read "Emerald Rooftop." It was the topmost floor, so the elevator ride took its time. It was mostly silent. It wasn't until they neared the stop when Whimsy spoke up.

"Never been to a sky bar."

To be honest, neither had Faltic. He'd seen the place from above while flying once, but had never become a guest to one.

"Saw an ad for this place once, heard some good things, thought it would be cool," Faltic mentioned.

The elevator came to a halt and dinged, signaling they'd arrived. The doors slid open, revealing the scene: a grand archway composed of sparkling emeralds, a lattice wall of vines with "The Emerald Rooftop" spelled out in the middle of it, and the host's stand to the side. The cloud-dotted sky was above them as they stepped out of the elevator, and a few tall buildings were on either side of them, but it wasn't the clutter of downtown.

"Welcome, welcome! Just the two of you?" The host pony asked.

Faltic took the lead and nodded. "Yes sir."

He took note of the small smile the host pony wore on his face. It almost looked uncanny, and forced.

The host pony nodded in return, and grabbed two menus from behind his stand. "Right this way." He trotted off, maintaining that little smile as he ushered the two to their seats.

Being led around the lattice wall of vines revealed the rest of the restaurant, and it put Whimsy into a state of awe as her mouth hung agape, her head swiveling every which way.

The rest of the rooftop was very open and flat, leaving minimal obstruction to the view. Just off in the distance was the main draw: downtown Manehattan. As expected, all of the tallest buildings stood almost adjacent to another as they fought for the title of being the tallest. Of course, the horse-head statue won the award, but it didn't stop the others from trying. Being on top of a roof looking out at it was vastly different than a grounded view.

The host reached their table, which was one just at the furthest edge of the rooftop, next to a tall framed glass wall, leaving a perfect view of the heart of the city.

Faltic and Whimsy took their seats on opposite sides of each other.

"The waiter will be right with you. Enjoy the meal." The host said while setting their menu's down. As he walked away, Faltic still saw that uncanny smile on his face.

Just as he was out of earshot-

"Pft, the guy's smiling like he's a hostage," Faltic mumbled.

Whimsy wasn't making eye contact. Rather, her head and gaze was fixated on the enticing view of the city.

"Oh hush, he's being a good employee."

A good employee, something Faltic hoped Klaven had been doing as of late. What with him taking Whimsy out to a place like this. Restel would probably just be jealous.

Just as the host advertised, a waiter halted himself at their table. A beige unicorn with a chocolate colored wavy mane hovered his notepad and pen just beside his head, and wore a black shirt with a pocket, a small logo of the place, and a tiny white name tag that read Ticker.

"Welcome to the Emerald Rooftop! Could I start us off with drinks?"

Faltic was more than ready for this guy to leave. Whimsy almost didn't seem to notice him with how much she was staring off into the city.

"Just two waters please."

The beige unicorn nodded and trotted off.

It wasn't the first time it had occurred to Faltic, but being an earth pony like Whimsy, she most likely doesn't get to experience heights as often as a pegasus or unicorn might, so it was understandable how much she was staring.

Faltic had to admit, something about tall buildings clumped together had its appeal. Though, seeing Whimsy enjoy it so much was capturing Faltic's attention more than the view. Something about it made him a little happier as well.

Pfffft.

Whatever. He was just doing it for love food, and it was working. While not as windy as yesterday, the cold air had a different feel being high up in the air. However, the warmth of the affection he was feeding off of kept it at bay. It was about time to break the silence too.

"So, who'd you meet up with yesterday?" Faltic began as he skimmed his menu.

Whimsy took just a moment, but she broke her gaze away from the view and gave it to Faltic, then to her own menu.

"Oh, just a friend. They're not from here and were passing through for the day, so I met up with them."

Reasonable. Though, Faltic wanted to know more about her.

"Sounds nice. So where do you stay? If you don't mind me asking."

Whimsy's head turned back towards the city in the distance.

"Ehh, nowhere nice, I'll tell you that."

Curiosity took over Faltic. Despite knowing it was probably impolite, he pushed the subject.

"Nowhere nice? Like where?"

Whimsy's gaze drifted off to the side as she spoke a little more seriously than Faltic expected.

"East Manehattan. The rough side of it too."

Just then, two glasses of water levitated themselves to the table in front of both ponies, and there stood their waiter.

"Here you two are. Have we decided on what to eat?"

Faltic didn't exactly decide on anything. Rather, he just skimmed, and recited the first thing he remembered. "Haystacks for me." He said as he inched the menu to the edge of the table for the waiter.

"Haystacks for me too." Whimsy ordered. The beige unicorn grabbed the menus in his green aurora and nodded. "They'll be right out for you."

Faltic just nodded, and waited for him to walk just out of earshot-

"I'm telling you, hostages." Making snide comments about ponies wasn't a habit Faltic had originally. That'd rubbed off on him from Restel.

Surprisingly enough to Faltic, Whimsy found amusement in it with a small chuckle. "If they're hostages, what do you think they do when they mess up?"

"Well-" Faltic held both his hooves up as if he was holding something, and then mimicked tossing it over the edge of the rooftop. It earned him more of a stifled laugh from Whimsy.

Curiosity started to swell in the back of Faltic's mind again. East Manehattan. It wasn't a terrible distance from where he and his two friends stayed, but it was outside the boundaries of it. Normally, he wouldn't care much, but something about Whimsy had him caught.

"So, east side, are you alright there? What's it like?" Faltic asked. Whimsy didn't drop her tone or change her expression, so it was a good indication Faltic wasn't being too rude asking.

"I mean, it is what it is. The occasional case of a pony going missing, can't help but feel like it's going to be me one day."

For the first time in a long time, Faltic was dazed and didn't know what to say. Thankfully, Whimsy picked it back up.

"It was worse when I first came here a few months ago and I didn't know how to handle it, so it's fine now. I know what to do and what not to do."

It took another moment, but Faltic finally thought of something to say. "That's good, at least. Wouldn't you want to move out though?"

Whimsy half rolled her eyes with a small smile. "Pft, of course! I'm not exactly rolling in bits right now, so it's tough."

Right. Bits. Ponies had a much bigger need for them than changelings. Though, it was about time for a change of subject. Whimsy had already diverted her attention back to the view, and Faltic joined her in looking. "You've been admiring that view a lot. Hasn't occurred to me yet that I was taking an earth pony to a high point."

Whimsy gave him a side-eye and smirked. "Enthrall, you're literally an earth pony too?"

"Fair, though I guess I've just seen more. It's cute seeing how captivated you are." It was true. Being able to be anypony you wanted to be allowed for more opportunities to travel than an average pony. Wings were the biggest boon for seeing things in ways most ponies don't.

Upon looking away from their rooftop perch, Faltic noticed Whimsy was looking at him, and her eyes snapped away once he caught her looking. She almost looked bashful, and it confused Faltic.

What? Why's she doing th-

A quick wave of realization washed through Faltic's mind. He'd absentmindedly called her cute. It wasn't like he'd never called somepony cute before, what with the many facades he'd acted out in the past. This one time, however, felt as if it came out naturally.

Thankfully, to Faltic's relief, their unicorn waiter that may or may not be a hostage came to their table, levitating down two plates of haystacks for them.

Thank Chrysalis...

*****

The rest of the Emerald Rooftop had become more populated as Faltic and Whimsy finished their respective meals. The murmur of other ponies didn't rise to an extreme level, but waiters and waitresses moved swiftly to and from tables and to the kitchen. A small check was left on the table from the last time their waiter visited the table. Faltic had looked it over, and exhaled a small sigh of relief, as the bits he mooched off of today would be just enough to cover it.

Klaven should pick up more hours.

Both Faltic and Whimsy left their table for the front counter, where Faltic paid, and then went for the elevator. The button down lit up after Whimsy pressed it.

"That food was great. Thank you Enthrall." Whimsy gave Faltic a smile as she gave her thanks.

Of course, Faltic got his fill from the affection Whimsy had been unknowingly radiating the whole time. "No need to thank me. It was nice, I enjoyed spending time up here with you."

The elevator dinged as the doors opened up for them. Faltic stepped in after Whimsy, and hit the ground floor button.

Alone again as the elevator made its way down.

Faltic wanted to ask about tomorrow, what she'd be doing, what they could do, but bit his tongue on the part where he'd have to spend bits. It was only a moment's hesitation before he thought of the solution.

"So hey, you free again tomorrow?" Tomorrow was probably asking for too much too soon. They'd already spent a decent part of the last two days together.

"Sure! But, it'd have to be later. I'm occupied with stuff in the morning." That was a better answer than Faltic was anticipating. "We can meet up again at the corner store and go from there again?" Whimsy asked.

That plan worked. It was a safe spot to meet up, and Faltic had a good idea of what to do next without spending any bits.

The elevator dinged once again as the doors opened, revealing the ground floor room, and the outside beyond the windows at the end of the room.

Once outside, Whimsy stopped Faltic from leading the way.

"Hey, don't mean to be rude, but, I'm actually going to take off."

Faltic gave her a skeptical look before wiping it off his face in favor of an understanding smile. "Oh that's fine, you go do your thing."

Whimsy looked grateful for that as she leaned in for a quick side hug to Faltic's shoulder. "Thank you again, really. You're the nicest pony I've met in a while. I'll see you tomorrow afternoon at the corner store?"

Faltic nodded lightly. "Yup, I'll see you then, and be safe."

Whimsy gave him one more grin before she turned hoof and began to trot away, slowly becoming lost to the flow of other ponies navigating the sidewalks.

Before Faltic began his trot back to the hotel, he reached a hoof up to the shoulder where Whimsy had hugged him.

Warm...

*****

The main lobby of the Pegasus Cloud hotel appeared as if it were divided into four corners. Three of which held couches, chairs and tables, while one corner off to the right was the check in desk. A majority of the floor was carpeted , while some was a shiny marble. At the back, straight down the middle, was a staircase that led visitors to their rooms.

Faltic had turned the corner as soon as he walked in, and nearly flopped on one of the couches in the corner. He felt tired once more, probably from feeding, probably from spending time in the thinner air, probably still catching up on sleep from a whole night of not doing that. He didn't know, but he did know that he saw Klaven behind the counter spotting him. Klaven was in his regular disguise: a garnet red unicorn with a short black mane and tail.

Even from across the room, Faltic saw Klaven's face go deadpan before he disappeared around the corner from behind the desk. A moment later, Faltic watched as Klaven reappeared from around the corner, and a bag of veggie straws levitated their way towards Faltic, landing on the floor beside the couch Faltic lay on.

Picking it up, and with little inspection, Faltic noticed a sticky note attached to the bag.

Please keep the couches and its pillows neat
-Staff

Beside the staff signature was a drawing of a smiley face, and the mouth had fangs. Faltic looked up to try and non-verbally thank him, but there were a couple ponies with luggage in front of the counter that he was attending to. Faltic laid his head back and shut his eyes as he let his mind kill the time.

His next thought was Restel. For the most part, he didn't know what he was up to, other than love feeding. Most likely it was with his businessmare. Her name, and most details about her eluded him. It was even a mystery to him about most times when Restel would be spending time with her.

For whatever reason, the back of Faltic's eyelids seemed a lot darker than usual. He wasn't asleep, at least he didn't think so. His right eye peered open, wondering if he could peek into his dream state.

Unfortunately, that was not the case. The first thing that caught his eye was a pony standing tall at the window just behind the couch that he laid on. It was enough to cause Faltic to flinch just before the recognition kicked in. It was disguised Restel standing at the window on tow legs, peering in.

Faltic saw him laugh outside the window, before turning for the door. Only a second or two later, disguised Restel came around the corner, wearing a cocky grin, and slouching on a chair across from Faltic's couch.

"What's wrong? You look like you've seen a ghost?"

Restel's usual disguise was about as normal as Faltic's: a green coat, gray hair just longer than Klaven's, earth pony. Klaven was the only one who opted for a special ability, being a unicorn. Earth pony disguises were simple.

Faltic rubbed his eye with a hoof. "That was stupidly simple. You can do anything to somepony not paying attention."

"No dude, you were asleep." Restel reached down and plucked the bag of veggie straws from the floor, reading the note.

Faltic didn't believe he was sleeping. It felt like no time had passed at all. "I was not asleep. I was just resting my eyes."

Restel, after making a quick double take towards Klaven's counter, picked up a nearby decorative pillow, and hurled it at Faltic, landing right on his face.

"Pfft." Faltic took the pillow off his face and clutched it to his chest. "So what if I was asleep? I was tired."

"Yeah yeah, sure. Long day of doing nothing again?"

Faltic ignored the sarcasm, and actually thought back to earlier of his time with Whimsy. "I was busy this morning. Where have you been all day?"

Restel raised his chin slightly in mock superiority. "Spent time with the ol' marefriend. Y'know, whatever time she has to spare. She is so bound to her job."

Faltic figured as much. "What does she do again?"

"She's some manager for a mall just up the street. Not just for a store in it, but like, the entire property."

Faltic thought on that for a moment. Made sense why she didn't have the most time in the world to spend with Restel.

"How'd you manage to pull somepony like that?"

Restel put a hoof to his chest and gave a curt chuckle. "I'm just that charming. You should take notes."

"Shut up."Faltic tried to say that seriously, but his smile and held back laugh didn't do him any justice.

"Guess you were busy with that same chick from yesterday? What's she like?" Restel asked.

Faltic's mind stagnated for a brief second. The words that he tried to find tangled with each other as they made their way to his mouth, but the issue was resolved just as quick as it started.

"We went to a place called the "Emerald Rooftop." It was a neat restaurant on top of a building. Of course, I used Klaven's bits to pay-" Rested scoffed once. "-and y'know, we talked, we've got plans to meet tomorrow afternoon, she's nice. Get this too, she lives on the east side of Manehattan. That east side."

Restel's face only changed slightly to a scrunched eyebrow. "Ooh, rough."

Faltic nodded. "Yeah."

"Well, what's it matter when she keeps coming right back to you, right?"

"Right." Faltic replied. Though still, for some reason, there was a lingering sense of sympathy in Faltic's mind. It wasn't like he'd never siphoned love off of a pony before, so it shouldn't feel any different.

"Ignoring the staff huh?"

Restel jumped in his seat as Klaven seemingly appeared right beside him. Faltic burst into a quick fit of laughter at Restel's shock. Klaven turned to Faltic to speak to him next. "And you know ponies aren't supposed to be sleeping on the lobby furniture."

Faltic just had to accept he had fallen asleep at that point. Sitting up fully now, he apologized. "I know I know. I didn't think I was so tired. Also, thanks." Faltic gestured to the still unopened snack bag that found its way back to the floor. "I'll eat those in the room." Faltic reasoned.

Klaven nodded his head. "Uh huh. Well, I'm off work and I'm going back up to the room when you two are ready."

Restel was the first to stand up. "I'm ready, this lobby can get so stuffy."

"Odd how it's only stuffy when you're in it." Faltic chimed up.

"I'm going to stuff my hoof in your face." Restel retorted, with some playfulness to his voice. On that, he turned and headed for the stairs, leaving just Faltic and Klaven.

"We'll be in the room." Klaven said. "And hey, we still good tomorrow?"

Tomorrow...

Faltic thought about tomorrow. It came to him that they'd planned to go out. Thankfully, seeing Whimsy was later in the day.

"Oh yeah, absolutely. I've got to return my book, and might as well pick up another."

Klaven smiled and nodded. "Good." Then turned for the stairs.

Faltic allowed his head to recline back again, and his eyes to shut once more. This time, he wouldn't be sleeping. Tomorrow was more time with Whimsy, and a stop at the library with Klaven. Easy da-

Another soft force slammed itself to the side of Faltic's head. He quickly opened his eyes and turned his head to where the pillow came from, and caught a glimpse of Klaven running for and up the stairs.

He'll get them both back. Soon.

Chapter 3

After having returned their respective books to the elder mare at the front counter, a disguised Faltic and Klaven browsed the towering shelves of books that lined either side of them.

The Manehattan Public Library was almost akin to a vacation spot for both of them. Not only did they enjoy passing the time with fictional stories, but the quietness and ease the atmosphere provided could put anypony at ease. Despite there being many such visitors to the library, it could be a feat of its own how so many ponies could make a pin dropping sound loud.

The entire middle lane was rows of tables, resembling a mead hall of sorts, while immediately surrounding them were walls of bookshelves that had several layers and aisles behind them.

What made the public space feel like a getaway was how deeply immersed anypony was in their own actions. That was already a common theme with city-goers, but the blindness to others was seemingly elevated in here, which is what Faltic and Klaven loved.

Faltic already had a book in his grasp in one hoof, while Klaven still had none.

"Which one did you pick out?" Klaven asked in a more hushed tone, absently looking through the titles on the spines of books.

"Memoirs of a Royal Guard. Thought it looked cool." Faltic watched as Klaven browsed the shelves. Klaven then pulled one out to inspect it.

"The title sounds cool." Klaven tucked the book he had pulled into his leg, and looked over to Faltic. "I was just thinking about it, but how did yesterday go? I don't recall hearing much about it."

Faltic thought about yesterday. He'd told Restel everything, but not Klaven. "Oh right, all you heard was me saying she was meeting somepony at Eldergrove."

Klaven nodded as Faltic continued. "Well, yesterday morning we met at that same corner store I got you the soft pretzel from, and then from there we went to a breakfast slash lunch place called the 'Emerald Rooftop.' Imagine a sky bar, but a breakfast place."

"What would you call that?" Klaven asked. Faltic shrugged in response.

"We thought the same thing yesterday. But anyway, we ate there, and she really loved the view we got. She's an earth pony, so go figure."

Klaven gave Faltic a sarcastic grin. "How adorable."

Faltic hardly managed to keep his voice at a whispering level. "Shut up."

Klaven's smile remained as he held back a quiet laugh. "No really, that's quite the cute date."

Cute. The same word that Faltic had let slip when talking to Whimsy that same day.

Faltic continued. "She was looking out at the view a lot, and she told me where she lives: the eastern side of Manehattan, the rough area."

Klaven scrunched his brow in a similar fashion to Restel the day prior. "Harsh. Think there'd be any way to help her?"

His response was the opposite of Restel's. Having a love subject was nothing foreign to Faltic, he'd had many ponies to feed off of. Though, just something about Klaven mentioning helping Whimsy made him want to jump on the idea.

"If there is, I've not thought of one. I'd like to, don't get me wrong. I feel bad for her, y'know? I'd like to do something."

Klaven put back on his grin from earlier. "You even rant about her, you sound like you're catching feelings for her."

Faltic wanted to interject, and his face almost turned into a scowl, before dropping back to neutral. "Maybe, but you shut up. I've no interest in loving her."

Klaven scoffed quietly, almost as if he didn't believe Faltic, but went along with it anyway. "Says the changeling who's browsing from the romance sections."

Faltic craned his neck upwards, and saw the label "Romance" on the shelves, then turned back to Klaven with a scrunched brow. "Whatever."

Klaven wore his smile the whole way back to the front counter where they checked out their books. Through the front lobby, and outside, the sun hung about in the middle of the sky, signaling the afternoon was closing in. Faltic thought about Whimsy, and that they'd be together again soon. Did she consider yesterday a date? Would she consider today a date? Klaven used that word to describe yesterday. Faltic hadn't thought of it that way, and it had been a while since Faltic was genuinely in the dating scene, let alone having a hopeless crush on another changeling in the hive.

All of this overthinking was starting to grow unnerving on Faltic. What would they be doing today? What does Whimsy think of him? What does he think of her?

As soon as they reached the bottom of the stairs that led to the sidewalk, Faltic stopped Klaven. "Hey, if I maybe asked for help later, would you be willing?" Faltic didn't like asking for help, but with an unusual sense of nervousness suffusing over him, he didn't want to fumble around Whimsy.

To Faltic's surprise, Klaven didn't poke fun at him. "Sure, what do you need help with?"

Faltic considered it for a moment. "Later, with Whimsy. I want to gauge what she thinks of me without directly asking, if that makes sense."

Klaven nodded his understanding. "It does, but really, me? You've more experience scouting than I do by miles."

"I know I know, but two minds are greater than one right? Plus you know Restel wouldn't be any help."

Klaven chuckled in agreement. "I'll tag along. I don't work today, so I'll help you out. What's the plan for later?"

Faltic, feeling somewhat relieved with the help, started to walk back to their hotel to drop his book off before meeting with Whimsy. Klaven followed as Faltic talked. "Well, the pattern seems to be that we meet at the corner store, then go from there. I don't know what we're going to be doing after that. Preferably somewhere free so I don't expunge all your bits."

"Mares? Free? Maybe in a perfect world." Klaven blew a raspberry into the air after he said that, then continued. "But if you ask me, the first thing that comes to mind is Celestial Park."

"The park? I could not think of a more stereotypical spot." Faltic chimed in.

"Hah, okay Restel."

Faltic was silent for a moment, internally admitting that he did sort of sound like him just then. "Fine, the park it is. We're going there right after we meet up at the store. I'm going to go wait there after we put our books back at the hotel."

Klaven nodded. "Alright, I'll go ahead and be at the park. You'll know me when you see me."

Faltic both did and did not want to know what he meant by that.

*****

Faltic sat in the familiar chair just outside of the corner store where he and Whimsy had started to meet up regularly. Klaven had stayed with him up until this point, where he then made his way in advance to Celestial Park.

Faltic's time talking with Klaven served as a bit of a boost of morale to ease his nerves, though they didn't assuage them entirely. Now the evening fell upon Faltic for execution. Doing everything the way that those romance books did seemed like a corny and cheesy approach, but if they worked in the books, they'd work in real life too, right?

Despite saying he wanted to do something that didn’t involve spending money, Klaven generously lent him enough bits to get him a blueberry slushy, and just a little more for whatever Whimsy might want.

His cup was nearly empty, and a quick inspection of where the sun was, it was starting to change the hue of the sky. As was the pattern lately, Faltic began to worry. He'd been sitting there for roughly an hour, at least he thought. A swift look at his wrist revealed the time-

I still need to get a watch.

-which he did not have.

As soon as the first thoughts of Whimsy bailing on him crossed his mind, a familiar cream colored mare with warm black clothing rounded the corner, immediately locking her eyes to where disguised Faltic sat.

The same warmth Faltic had felt when he was hugged yesterday returned to his chest, and he almost wanted to kick himself for it.

Whimsy happily trotted over to Faltic and took a seat by him. "You're so nice, always here before me."

Faltic shrugged and put on a smile. "Gotta display my manners for the mares."

Whimsy looked at him as if she knew something he didn't. "Pfft. Or is it because you don't pay attention to what time it is?"

Faltic stood up, ready to lead the way for Celestial Park. "My sense of timing is impeccable, Whimsy."

Whimsy stayed sitting as she looked up at Faltic. "Oh yeah? Then how long were you sitting here?"

Faltic looked away, masking the fact he was occupying that seat for what felt like an hour. "Only a few minutes."

The cream colored earth pony retained that all-knowing look on her face. "Right." She stood up as she continued. "So, where are we going to this evening?"

Faltic spoke while he stretched slightly. "I was thinking a nice sunset at Celestial Park. I know a good spot to see it too." Klaven had mentioned something about a meadow, and to go there. Celestial Park wasn't new to Faltic, though with how much the vast nature reserve spans, he hadn't exactly seen all of it.

"I like that idea! Believe it or not, I've never actually been to Celestial Park."

The blind will lead the blind then. Though, how difficult could navigating a park be?

*****

The journey to Celestial Park took a longer time than Faltic had anticipated, though spending the trip with Whimsy set his mind at ease. He didn't think about the soreness growing in his legs from the distance covered, just that they were finally here, and was with Whimsy again.

Such sappy thoughts made his mind clash with itself.

Celestial Park did an extraordinary job at masking as much of the city as it could. Though there were a few outliers of the taller buildings, the trees blocked a sizable portion of them. Faltic and Whimsy had found themselves walking along a gravel path where trees stood along either side of it. Despite the lower temperatures, the trees were still their lush green, yet leaves still littered the earthy ground.

Faltic had his snout dug into a map of the park, looking for a meadow.

"This is actually really nice. It almost completely hides you from Manehattan."

Faltic peeked away from the map to look at Whimsy briefly. "Yeah, it's about the only reprieve from it." Faltic looked at her for a moment longer, finding something nice to say. "I also like how your mane matches the trees."

It was something. Faltic pored the map again, not wanting to see the results of his compliment. Again, having a love subject and treating them like such wasn't new, but Faltic couldn't help the nerves of potentially having a genuine connection with them, ridiculous as it sounds.

It seemed to work well, as Whimsy chuckled slightly. "Thanks Enthrall." They fell silent for a few more steps until Whimsy picked back up. "What're you looking for so intently in there?"

"Huh? Oh. There's a meadow I heard about that would be a great spot to watch the sunset. I'm looking for that."

There was a moment where Faltic didn't hear any response. Then, she spoke to him in a weird tone. "Would that not be right here?"

Faltic looked up and saw her hoof half pointing to a sprawling field of grass just off the side of their trail. "Uh, yes." Whimsy let out another small giggle at the expense of his obliviousness. Being patronized was nothing foreign either, with Restel and Klaven being his friends.

The map was crumpled up into a ball wordlessly as Faltic followed Whimsy out onto the field.

For the most part, it was a flat open field with trees surrounding it from every side. In the not too far distance, buildings stood tall in their dominance above the tree line. The sun was hanging just above the city, casting long shadows across the stretches of the meadow. Other ponies in the meadow were scattered and few. Some lay on picnic blankets of their own, others ran about tossing frisbees or kicking a ball.

The map was pressed into one of Faltic's forelegs, until the realization hit that there were no holes to hold the map for him.

Whimsy was a few steps ahead of Faltic as her pace picked up from the open space. She halted for a moment and turned back to Faltic. "It's so pretty! Where should we sit?!"

That sense of watching Whimsy enjoy things came back. It was the same emotion as when he admired her staring off into the view on the Emerald Rooftop. Faltic drew a blank. Where was a good spot for this? Anywhere seemed fine. "Let's go to the middle, if there's a spot. You go ahead, I'm gonna find a trash can for this map." Faltic said as he held up the crumpled paper. Whimsy nodded, and they both turned away from each other.

It was just then that a rogue frisbee struck the side of Faltic's body, and he quickly turned his head in the direction it came from with a slight scowl. Immediately, a black coated unicorn with garnet red hair approached Faltic.

"Oh dude, I'm sorry!" The frisbee was levitated up in a haze of magic.

"Better be, learn to toss a frisbee." Faltic retorted.

The black unicorn wore a smile that wordlessly said he knew something. Faltic was skeptical of his countenance, until the unicorn flashed his teeth, revealing two long fangs. "Go easy on me, Faltic. I've hardly thrown a frisbee before."

Klaven.

"Don't lie to me. You used this as an opportunity to hit me with a frisbee."

The disguised Klaven laughed innocently and swatted his hoof at Faltic. "Noo, I'd never. Though hey, I told you that you'd know me when you see me."

A singular eyebrow raised. "You really just inverted your colors of your usual disguise."

Klaven gave a proud nod. "Yup, and no need to thank me, but I've set up a nice little spot for you and that mare I saw you walk in here with. That's her, right?"

Faltic nodded as he spoke, looking past Klaven to try and see her in the meadow somewhere. "Yes, it is. She's nice. Where's this little spot you set up?"

Disguised Klaven pointed his hoof towards the center of the field. "Right in the middle. I hear it's a great spot to watch the sunset."

A slight sense of panic crept into Faltic's mind. The center is exactly where he had sent Whimsy before Klaven's intervention. Already, his hooves started to make small steps in that direction. "Right, well, I'm thanking you anyway, and I'll talk to you as soon as we're done here."

With that, Klaven nodded and saw him off as Faltic took up a light jog to the center of the field. His eyes scanned for that cream colored, black jacket wearing mare.

It wasn't long until he spotted just that. Whimsy was sitting at the corner of a blanket on the grass. The blanket had a basket, and a little propped up sign on it.

Once Faltic arrived at the scene, Whimsy looked up at Faltic, looking as if she was holding back laughter and hiding a bigger smile than she wore. "Reserved for Enthrall plus his mare, smiley face?"

Faltic took one look at the smiley face drawn under the text of the paper sign. The immediate recognition of the subtle fangs drawn on the corners of the smile worried him if she noticed at all. Faltic took a seat beside Whimsy on the blanket. "Yes."

Whimsy adjusted herself and laid on her stomach with her forelegs in front of her. "You came out here before going to the corner store and set this up for us?"

"I did, matter of fact. Wanted to make sure we had a good spot." Faltic knew better than to object to anything. Going with it was the best option. Such a preemptive move from Klaven made him wish he'd thought of it, especially seeing how it made Whimsy act. She pulled the locks on her hair that escaped her toboggan from behind her neck to the sides of her face in an attempt to hide the blush Faltic had caught sight of for a split second.

"That's adorable Enthrall, thank you."

Faltic had his own feeling of warmth to mask as well. Not only was the siphoning of love keeping him fortified against the growing cold of the night, but there was a sense of genuine emotion from him to her in return.

It could've been assumed that Whimsy cares about him in the same way those encroaching thoughts want him to believe, but it was killing him that he still didn't know for sure. The only way to go was forward. Faltic peered over into the basket to see what Klaven had packed.

It was an assortment of familiar looking bags. Then it dawned on him.

This is stuff from the hotel vending machine.

Faltic took the basket and dumped it over, as multiple packaged bags of various snacks fell out. As grateful as he was that Klaven had done this, the nerves returned. Is any of this suited for... whatever this is?

The sound of Whimsy failing to hold back her laugh hit Faltic's ears. "You look like a foal dumping out his Nightmare Night candy onto the table."

Sarcastic jokes aside, Faltic felt some sort of relief as she didn't show any initial disappointment for the food being vending machine caliber.

Whimsy sat back up as she reached a hoof out to sort through the pile of assorted snacks. Faltic decided to help rather than watch. "This is all fine, right?"

She looked to Faltic for a moment. "Oh yeah, you don't have to be all fancy for this. This is perfect. Plus-" Whimsy scooped up a bag of trail mix. "-my favorite." She said as she ripped the bag open with her teeth.

Relief finally washed over Faltic's mind and body as she was content with what there was.

The sun continued its dive downwards into the horizon. It snuck behind the pillars of buildings as the meadow slowly succumbed to the shadows that blanketed it.

Thinking of it for the time being, Faltic looked down at their own blanket that they sat on. It escaped his inspection until now, and only now did he recognize it as the same quilt that their beds in the hotel use.

Klaven and his creativity...

Creative was only one way to describe it.

"The sky got about as rich of a blue as your coat. So pretty."

The compliment to Faltic caused his brain to stutter. She'd complimented him, so that was a good sign that she was having similar emotions, right?

No, she'd complimented Enthrall, not Faltic.

"My coat's more of a lighter blue, but that was cute of you."

Again, the word 'cute' was used for her. The side of his mind that said he probably shouldn't be going further with this was waning to the opposing force, the one that wanted to keep going.

The look of her toying with her mane didn't help at all. In Faltic's eyes, she was, in fact, cute. Calling her such felt like it took less effort than the last since there was meaning behind it.

Suddenly, Whimsy sat up and scooted closer to Faltic, and leaned her head on his shoulder. "You treat me so nice, and you're such a sap."

Faltic's body tensed a little, before relaxing to the weight and warmth of her on his shoulder. Despite how much the word 'sap' came from Restel, Faltic didn't care this time as it carried a new meaning.

Acting with his initial thought, Faltic decided to let the opposing force win the fight tonight. He lifted his foreleg closest to Whimsy and wrapped it around her shoulder.

The stars slowly revealed themselves as the sun let the moon take over for the night. The buildings in the distance lit up as windows shone with light. Street lamps in the distant path that ran adjacent to the meadow created light for the rest of the park. However, in the center of the field, in the hidden dark. Faltic felt safe and hidden with Whimsy as they watched the sky change in real time.

*****

"Hey, wake up sleepy."

A tranquil voice reached Faltic's ears as his eyes fluttered open. He felt a warm presence pressed to his side as memories flooded back to him of what he'd been doing. Quickly turning his head, Faltic saw that it thankfully wasn't a dream.

But, he had fallen asleep.

"I'm awake, I'm awake." Faltic blurted in defense. He shook his head to fully recover from drowsiness.

The same voice that'd woken him up giggled beside him. "Now you are. C'mon, it's late, we should get going."

Whimsy stood up and stretched, with Faltic following suit. "I fully blame all the walking for making me feel tired." It was the only reason that came to mind why he'd suddenly fall asleep on her like that, albeit it was a nice feeling. Whimsy was already stepping into the lead, making her way back to the gravel path that ran along the edges of the meadow. The basket and blanket stayed where they were as Faltic followed her back.

The hotel surely had more, so leaving them here shouldn't be a big deal.

The walk to the exit of Celestial park was dark, and quiet. The lack of other ponies around was rare, and only the street lights provided visibility .

The thought of him sleeping on top of Whimsy's head lingered in Faltic's mind. Hopefully that didn't leave a bad impression.

Did I snore? Did I drool? Ugh. Why did I even fall asleep?

"Say, Enthrall?"

Faltic turned his attention to Whimsy, snapping out of his thoughts. "Yeah?"

"Since you've been taking me out to these nice places, how about next time I take you somewhere?"

Anywhere with Whimsy sounded good to Faltic. He nodded his head. "Sure, I like the idea of that. Where to?"

Faltic's shoulder was nudged as Whimsy winked at him. "It'll be a surprise. You've not told me where we'd go, so I'm not telling you." She held her chin up in a pompous manner, though she still held a smile.

"Fine, fine. Then I guess I'll see you at the same corner store?" Faltic asked.

"Yup! Morning too, because I've got things to do later in the day."

Faltic would be going to sleep, and waking right back up to Whimsy. As long as she was okay with the meeting back up so soon, it seemed alright with Faltic.

"Deal,” Faltic declared.

The two came to a halt as soon as they left the perimeter of the park. They stood on the sidewalk next to the street, and the foliage of nature no longer surrounded them. Whimsy quickly gave Faltic a side hug. "Thank you again for tonight. I'm gonna split here to head back, I'll be alright."

Faltic's foreleg hesitantly, but eventually wrapped around Whimsy's shoulder again. Despite everything, his mind was still at war with itself on how far this should go. It was nothing but the same thoughts. Thoughts of how doing this wasn't anything new, but why it felt so genuine this time? The taste of affection from Whimsy was just... different.

After a couple of seconds that passed all too quickly for Faltic, Whimsy broke the hug and began trotting off, looking back at him. "See you in the morning!"

Faltic gave a half wave back at her. "I'll see you then." Then, turning hoof, Faltic began to trot alone back to the hotel.

At least, he thought he would be doing so alone, until an oddly familiar black unicorn with red hair approached. He was hard to make out not only because of the darkness, but because the quilt that he and Whimsy shared was draped over his back, and a basket was held in his teeth. Two fangs were exposed on either side of his mouth.

"Klaven? You're still here?"

Disguised Klaven nodded. "Mhm, and I watched you fall asleep." Even in the cover of night, Faltic could still see that sarcastic smile on Klaven's face.

"Uggh. I don't know how I did! I feel fine now after that power nap, but man, that walk here or something must've made me more tired than I thought."

A small chuckle escaped from Klaven, but he didn't pursue it. "Let's just get back. You're using this blanket too by the way."

It wouldn't have been the worst thing Faltic had ever slept under.

"Also, how'd it go?"

Faltic's brow scrunched slightly. "Weren't you there, eavesdropping?"

"A little! But I wasn't close by the whole time,” Klaven explained.

That was fair enough. As words formed in Faltic's mind, they all stumbled when making their way to his mouth. Not the first time it had happened when he was going to talk about Whimsy.

"It went nice. She actually complimented me, we used each other for warmth as the stars came out, and she likes trail mix. Thank you, by the way." Klaven nodded. "We've already made plans again for tomorrow morning. This time it's somewhere she's going to pick out, and she's keeping it a surprise to me."

Of course, there were a few details he was leaving out, such as him calling her cute again, and his chest still retaining warmth even after feeding off of Whimsy's affection.

"Oh I can't wait to hear all about that one." Klaven said. Neither could Faltic.

*****

The very first thing Faltic did when he and Klaven arrived back in their room at the Pegasus Cloud hotel, was drop his disguise, and dive face first into the bed. Returning to his natural changeling form alleviated him much more than he thought.

Klaven came in behind him, shutting the door and losing his disguise.

"Harsh, not even a hello." Restel piped up from the other bed that Faltic didn't dive on. Faltic turned his head to the side, only half revealing his face, as the other half was pressed to a pillow. "Hi Restel."

Restel crossed his hooves at his chest and smiled. "Thank you."

Just then, Faltic found in him the sudden strength to grab the pillow he laid on, and hurled it at Restel, thumping against his face quick enough for him to not defend himself. Faltic sat up, and found himself in a fit of chucking as Restel pulled the pillow off his face, peering at Faltic with a snarky smile.

"Ohoho somepony getting me back? Well-" Restel drew back the pillow behind his head, readying to throw it back to Faltic. Just as he released, Faltic ducked, causing the pillow to whiff and collide softly with Klaven, who still stood behind Faltic.

"Alright! You provoked it!" Klaven called out as he quickly dropped the picnic basket to the floor. Retrieving the pillow that had struck him moments prior, Klaven reeled back, and pitched the pillow for Restel. It only took a slight duck from Restel to have the pillow soar over him. Restel turned around, and all three pairs of gradient blue eyes watched as the overthrown pillow flew out of the window.

All three changelings quickly gathered at the open window and peered over the ledge, just in time to see the pillow soundlessly land on the sidewalk below.

There was a brief, somehow tense moment of silence as the three stared down eight stories at the pillow on the empty sidewalks. In almost complete synchronization, Restel and Faltic both spoke up.

"Not it."

"Not it."

Two pairs of eyes turned to look at Klaven, who gave out a grunt. "Fine. Why is the window even open?"

Restel and Faltic watched Klaven as he left the room, giving each other a hoof bump.

"I still got you back." Faltic said proudly.

"Ah you've only won the fight, not the war."

Faltic scoffed as he went back to his bed. "You've had that mentality ever since I've known you, which has been, like, my whole life. Grow up." He couldn't help but laugh telling Restel to grow up. Never. The blanket Klaven had brought back with him lay on the floor, and Faltic pulled it up to the bed and got under it.

"Exactly, and you'll never see the end of me. Now get some sleep, and sleep well." Restel proclaimed.

Sleep was quick to take Faltic tonight. Fast enough that he didn't remember seeing Klaven come back with the pillow, or that he wasn't sleeping on one. Though, one last thought crossed his mind before going under.

Restel never tells me to sleep good...

Chapter 4

Faltic was awake, but didn't open his eyes. The bed felt oddly more comfortable than previous nights. Slowly, the memories of recent events returned to Faltic's head. The first to occur was Whimsy, soon followed by the internal conflict that he tried not to pay too much attention to. Last night just felt different than any other love subject date night.

Date night. If it could even be considered a date. Whimsy enjoyed Enthrall, not him.

But, it was pleasant, and Faltic wanted it to continue. It was strange. The warmth from Whimsy being pressed to his side last night lingered, and it almost felt like she was still there.

The next thought to snap into Faltic's mind was that he couldn't move. An attempt from any limb only nudged it before coming to a halt. Finally, Faltic's eyes snapped open to see what was going on, then he remembered Restel.

His body was cocooned in his blanket, which might've explained the warmth, and Restel was standing at the side of the bed with a corner of the blanket in his hoof, the same one that encompassed Faltic. Before he could say anything, Restel pulled the corner of the blanket, causing Faltic to roll like a tumbleweed, and come rolling off the bed to the floor with a thud. Though the rest of his body hit the carpeted floor, his head hit something a little softer: a pillow.

"Good morning Faltic!"

Restel's voice, and chuckling laughter, came from the other side of the bed, and Faltic took a few moments to process what had just happened.

Still in a slight daze, Faltic sprang to his hooves. As serious as he may try to look, a smile was tugging on his lips as he looked to Restel. "You are the dumbest changeling I know!"

Restel was half covering his mouth with a foreleg as he continued cracking up at his morning scheme. "Sounds to me like you got up on the wrong side of the bed."

"Get over yourself." Faltic tried to retort. The idiotic smile that wouldn't go away didn't help.

"Says the one already rolling over himself to get outta bed. Look, I even put a pillow down there so you wouldn't get hurt."

Faltic looked down at the pillow on the floor next to the bed, and the dent it now had from his head.

"Because I care about you." Restel continued, pointing a hoof to his own chest and sticking his chin up dramatically. With all of the sympathy, compassion, and reciprocation to that statement that Faltic could muster, he picked up the floor pillow and tossed it weakly at Restel, where it just managed to hit his leg.

In near unison, and after a two second long staring contest, both of them broke into a fit of laughing at one another.

"Man, you knocked out last night." Rested started after the laughing had died down. "You were out before Klaven came back with the pillow."

Faltic climbed back onto the bed and sat. "Yeah I guess. Whimsy and I were out late."

Restel sat on the floor, leaning his back on the side of the identical bed beside the one Faltic sat on. "I could tell. What were you out doing?"

It occurred to Faltic that he hadn't told Restel anything about it. "Well, we've got a habit of meeting at this corner store. You know the one. It's where I brought that big soft pretzel from a few days ago." Restel nodded as Faltic continued. "So we met there, went to Celestial Park, and well, watched the stars come out as we laid out a picnic of sorts on the meadow."

Faltic tried to gauge Restel's reaction, but didn't find much. Rather, Restel blew a raspberry towards him. "Yeah, that sounds like something you'd do. What about Klaven? Wasn't he there?"

"Yes." Faltic nodded. "He actually set up our picnic spot in advance for us. He also threw a frisbee at me."

That got a quick chuckle out of Restel. "I'll throw the next one at you."

"I'll throw you."

Restel stood up and puffed his chest, a wry smile on his lips. "You couldn't pick me up if you tried."

Faltic got off of the bed to stand imposingly in front of Restel. At least, he gave it his best shot. Restel's contagious smile spread to him. "Just you wait, lightweight. I've got plans with Whimsy today and I don't want to expunge my strength on you."

"So you're saying it would take all your strength to pick me up. I gotcha," Restel said sarcastically, retreating back to sit on the edge of the bed. "So what're your plans with Whimsy today?"

With the jokes being put aside for the moment, it occurred to Faltic that Restel didn't know of his genuine feelings towards Whimsy. He just thinks she's another love subject to feed off of. Klaven possibly had more of an idea, but that was because he'd spent a portion of yesterday with Faltic while being with Whimsy.

"We're meeting back up at the corner store in the morning, then she's taking me somewhere this time,” Faltic began to explain.

Perhaps Restel could tag along, similar to how Klaven did yesterday. Whimsy clearly did show affection, but there was still the desire to be absolutely sure about it before fully reciprocating and committing. The actions of last night seemed to favor the desire side of Faltic's mind, rather than the logical side. Today had to be the turning point.

Wait. Whimsy said meet in the morning?

Before Restel could respond, Faltic darted over to the window and looked to the sky. The sun was still in its rise, but was nearing the crest of its ascent. Midday is drawing near.

"What's wrong?" Restel asked, seeing Faltic jolt so quickly.

"She said meet in the morning and it's almost noon." Faltic scrambled for the door, but was halted by a hoof firmly on his shoulder. The grasp turned him around, and put him face to face with Restel.

"Do this," Restel said. He lifted a hoof up to his chest, taking a deep inhale, and Faltic mimicked it. Lowering both of their hooves at the same time, a long exhalation was shared in unison. "It'll be alright. Just go there, and don't worry about it."

Faltic had to internally admit, Restel helped him more than he thought. Although his body was more calm, his mind was still sent racing with nerves. "Join me?" Faltic blurted out.

Restel shrugged, but agreed. "Sure. Got nothing else to do today."

A green fire swirled over Faltic as he donned his Enthrall disguise. "Thank you. Though, try to keep yourself hidden from Whimsy."

He expected Restel to have a question as to why, but thankfully there was none. Restel nodded his head. "You got it boss."

*****

"You said you've been coming here before every date?"
A disguised Faltic and Restel were trotting at a faster pace than usual down the sidewalks, passing slower ponies on the way.

Faltic nodded his head. "Yup."

"Don't you think that might get a little repetitive?"

Faltic didn't think so, but didn't consider what Whimsy might've thought. Immediately, he wanted to ask her what she thought now.

"I don't know. Maybe?"

Restel shrugged. "Just curious. I haven't seen you so nervous about anything like this since that whole Cyril thing."

That caught Faltic off guard, and he nudged Restel's shoulder. "Shut up. That was a stupid thing." Restel still didn't seem to catch on that he was realistically thinking about trying to stay with, and be with, Whimsy. Probably for the best, for now.

Faltic halted Restel as they approached one side of the store. He'd intentionally taken this route to split up with Restel just before rounding the corner. "We usually meet on the other side here."

Restel nodded. "So you're off then? Here, give this to her, she may appreciate it." Restel produced and held out a large muffin with chocolate chips. "Snagged it from the hotel's continental breakfast as we were leaving. Surprised you didn't notice me grab it."

Faltic eyed the muffin for a second before taking it, and looked back at Restel. "Thanks." Restel nodded in response, now gesturing for Faltic to round the corner. "Mhm. I'll be near."

Taking the hint, and the muffin, Faltic turned away and rounded the corner.

Initially, the first thing Faltic looked for was a spot to sit and wait. Rather, the first thing that caught his eyes was the familiar cream coated mare sitting in his spot. She still had her black winter wear on. The moment he spotted her, in came that flush of warmth that felt like a hug to the chest.

She didn't look like she'd noticed him yet. Her head was turned to the street, her hooves were crossed, and it almost looked like her brow was scrunched. Upon taking a few steps closer, Whimsy finally noticed Faltic's arrival. Her hooves remained crossed, but her face lit up pleasantly. It was almost odd.

"Hey Enthrall," Whimsy said as Faltic took a seat by her. She didn't sound as chipper as previous days. Several instincts conflicted, telling Faltic to both not care, or to put everything away to find out what was different.

"Hey, hope I didn't make you wait too long." Faltic was worried that she'd been sitting there an absurd amount of time due to him being so late. He took his seat next to her. It wasn't until when he sat down that he noticed they were sitting on a bench that hugged the wall of the store, sitting close together.

Thankfully, Whimsy shook her head, but still looked forward towards the road. "Oh no, not long at all. It's only been a few minutes." That assuaged a little of Faltic's worries. Though, that’s how long he lied about waiting yesterday.

"Good. I brought this just in case." Faltic held out the large muffin for Whimsy, which got her attention as she looked down at it.

"Oh really?" Faltic nodded as Whimsy took it gingerly. "Thank you. I love chocolate chips."

The pair sat next to each other in relative silence. The gentle murmuring of passing ponies on the sidewalk and the occasional rumble of a carriage kept their ears busy. Faltic started to grow a little worried. She was being quiet, but yet, so was he. It felt like something was wrong, but what? He watched idly as she bit off pieces of the muffin, trying to brainstorm what to say, but every word felt like it hit a roadblock once it started trying to form a sentence.

Something then tapped Faltic's head, causing his ear to twitch. He looked up slightly, but only caught the sky, and the face of a building across the street.

Something else tapped his head again. It was almost growing irritating. Taking a quick glance at Whimsy, she was busy chewing, looking away. Faltic finally craned his neck and looked fully up, spotting a head peeking over the roof of the store. The sun made it a little difficult, but Faltic spotted a green color with gray hair.

Restel.

An interesting way to get his attention for sure. That, or similar to the frisbee, Restel wanted to hit him with something as well.

Wordlessly, Restel motioned a hoof of his outwards, then curling up slightly as if to pull something in. Faltic watched as Restel did it a couple times, assuming he caught the hint, then disappeared over the roof's edge. Faltic leveled his head forwards, his brow scrunched in a mixture of judging emotions.

Faltic lifted his right leg a smidge, before looking at Whimsy, who was about done with her muffin and looking down the road, before fully committing to mimicking Restel's charade game. He lifted his leg up, over, and then curled it in and-

Why am I this oblivious?

Faltic's leg had reached around Whimsy's shoulder, and pulled her in slightly to him. It felt warm, the presence of her weight leaning on his side, and the action of pulling her in had a certain tenderness to it. Of course, the taste of love was delectable as always, but Faltic almost found more satisfaction in being this close to Whimsy than feeding off her affection.

Upon being pulled in, Whimsy didn't object in any way. Rather, she seemed to lean in, pressing herself to Faltic, almost nuzzling her head to his shoulder.

Whimsy let out a content sigh as she turned her head to the direction of Faltic's, but not looking directly at him. "Y'know Enthrall, I'll be honest, I actually didn't have a plan for what we'd do today." She finished her sentence with a sheepish chuckle.

"That's no problem for me. Any time spent with you and I can't complain." The warmth from Whimsy almost made the chill Manehattan air feel colder on his other half.

Faltic's response elicited no reaction from Whimsy. Rather, she went back to continuing what she was saying. "There is one idea, but I'm unsure."

"Yeah? What is it?" Faltic asked.

There was a small hesitation from Whimsy. Sure Faltic didn't mind sitting here with her, but the curiosity of what she had in mind was tugging on him. That, and Restel's words from earlier echoed in his mind.

Repetitive.

Faltic had to admit, he and Whimsy did spend time together in roughly the same fashion. Change was needed, and for the sake of wanting to commit with the pony he held to his side, it was needed soon.

"Well-" Whimsy spoke up. "-I was thinking maybe we go walking down Entrot?"

The hesitation that caught Whimsy a moment ago now stumped Faltic. She wanted to walk down Entrot, which, to his memory, is one of the more notorious roads down the east side of Manehattan.

"Sure, today is your day to lead the way." Faltic spoke before thinking. The sun was still up, so maybe it wouldn't be as unnerving a venture as his mind was making it out to be.

Whimsy looked at Faltic with a half raised eyebrow and a small smile. "I'm leading, but you gotta not talk in rhyme."

"Pfft." Faltic nudged Whimsy's shoulder, to which she retaliated with a harder push, almost pushing Faltic over. Faltic allowed Whimsy to get out of his side hug as she stood up. "C'mon. It's actually an unexpectedly nice place to walk through."

"I believe you, but I'll believe it when I see it." Faltic stood up, and they began trotting together along the sidewalk.

"So, you believe me, but you don't?" Whimsy inquired.

"Don't think about it too much."

*****

The closer the pair got to Entrot, the more it showed. Potholes and unkempt sidewalks gradually started to make their presence more frequently. In complete contrast to walking in the building dominated downtown Manehattan, there were hardly any other ponies around. Instead of the walls of skyscrapers lining the sides of the path, it was gated fences, which all had a short pathway leading to the cookie-cutter house on the other side of the gate.
Like Whimsy had said, it was odd. Trees dotted along down the row, casting shade on parts of the street and sidewalk. There was something pleasant about it, but it had yet to be conjured into a description in Faltic's mind.

"So you're saying that you can fight a timberwolf?" Whimsy asked.

Faltic nodded as he kept his head tilted slightly higher than normal. "Yup."

"And win?" Whimsy continued.

Another nod. "Yup."

"Elaborate?" Whimsy was giving Faltic a side-eye look as she waited to hear his response.

"No." Faltic said snappily.

The immediate response caught Whimsy off guard, as Faltic had hoped.

"Chk. That's stupid," She said while failing to hold back a small fit of laughs. She poked Faltic's shoulder playfully.

"You know what else is stupid?" Faltic began, now changing the subject.

"You?" Whimsy jokingly replied.

That one caught Faltic this time, and he couldn't help a scoff from escaping. "Yes, but also, how right you were about this."

"Yeah?"

Faltic nodded. "Yeah. It's not so bad actually. It's weirdly nice." They'd begun to pass the row of identical housing, and the tree coverage dissipated as the view became more open as they approached an intersection.

Faltic saw a cream colored leg extend itself in front of his chest as Whimsy spoke again. "What else is nice, is that that's where I stay." Faltic trailed her pointed hoof to see that a little further down the road to the left, was a very small two-story motel.

"Huh. Were you taking us there this whole time?" Faltic asked.

Whimsy began walking again, towards the way of the motel she'd just pointed out. "Maybe! I might've also let us stray a couple times. Just walking is nice."

Faltic caught up in step with Whimsy. "You were stalling to spend more time with me. That's adorable."

"Oh hush you." Whimsy nudged his shoulder lightly. It was difficult to tell if she was blushing, or her cheeks were red from the cold.

"So what brings us here?" It was a reasonable question, so Faltic thought. Though he didn't want to sound like he was opposed to it.

"Just thought it'd be nice to show you where I live, not just tell you." Whimsy wore a small smile now that they were closing in on the motel.

"Fair enough."

As the pair approached, it didn't look as shabby as Faltic had originally envisioned. There were a few nearby brick walls that had every inch of its face painted with graffiti, and a little bit of the paint on the walls of the motel was chipped, but other than that, it looked just fine for what it was.

"I'm on the second floor, over here," Whimsy said as she led Faltic to a set of stairs that were tucked in an alley of the building. Once up the stairs, she rounded the corner and stopped at the first door. Faltic stood at the railing, looking out. Her room's door overlooked the road in front of the motel.

"Peaceful view." Faltic meant it too. Again, the strange sense of serenity in such a weird spot held his attention.

"Yeah, it's alright," Whimsy said. Faltic turned to watch her as she lifted her toboggan and produced her room's keycard. It was the most of her light green hair he'd seen, and he didn't realize he was staring.

"What? I keep my room card in my toboggan," Whimsy said with a hint of playfulness in her voice. She swiped her card and opened the door.

"Oh I wasn't looking at that. I was looking at your mane. Haven't seen it other than being tucked under your toboggan," Faltic stated. "In fact, don't think I've ever seen you without your jacket either."

For whatever reason, Whimsy looked a little nervous. She reached a hoof to her cap. "Oh, well, it gets cold, and it is cold, so I wear it y'know?"

It was hint enough for Faltic to not pursue it, but curiosity never left him until it was satiated. "I get it, I get it. Oh, also, I'll go grab a snack or two from the vending machine downstairs that we passed."

Whimsy's smile returned to her face. "Sounds good, I'll be here."

With that, Faltic rounded the corner for the stairs down. Just as he'd seen, there was a vending machine just at the bottom of the stairs. All hotels and motels had at least one. Peering through the glass, he saw that most of the coils were empty, aside from a few.

Another realization struck him. He didn't bring any bits. This morning must have been such a rush that he had forgotten them. Faltic internally cursed himself for just a choice word or two.

"It's still funny that you ask me to help." A voice sounded from behind Faltic. Snapping to look behind him, Faltic half jumped as he saw that same green unicorn with the gray hair stand beside him.

"I didn't need help. Just, nervous is all." Faltic was partially telling the truth. The part that he was lying about, he didn't want to say. Not quite yet. Not that he was genuinely considering a real commitment to somepony that isn't a changeling.

"Old Faltic losing his game, coming to Restel for help," Restel said with a mocking tone. Restel stepped to the side to be next to the letters and numbers of the vending machine, idly browsing the contents as well before putting a bit into it.

"I'm only older than you by a few days! Once you're as old as I am, you'll understand," Faltic joked back.

Restel tapped in a letter and a number, causing a bag that Faltic didn't see to fall to the bottom door. "Hey old bones, you should've enjoyed your youth when you had it."

"Pfft. Unlike youngsters like yourself, I've got a hot date to wrap up. You can head back home if you want." Faltic felt it fine to use the term 'date' for him and Whimsy. They'd basically gone on one yesterday.

"If you say so, but not before-" Restel cut himself off as he reached down for the trap door on the bottom of the machine, and pulled out a bag of trail mix, offering it to Faltic. "-I help you one more time."

Faltic looked at the bag, then at Restel, who had a mixture of a real smile and smugness on his lips. "How'd you know she likes these?"

Restel spoke as Faltic took the bag. "Klaven told me some details that you didn't about Whimsy and last night. You're a real sap." Restel's hoof stayed in the air, which Faltic appreciatively hoof-bumped it.

"You call me a sap, but really you're a big sap with how much you care," Faltic said with a smug grin.

"Shut up. Sap sounds weird now. Go wrap up your date. I'm going home."

"I'll see you there," Faltic said as Restel headed off towards home.

Faltic stayed still for a moment, watching Restel disappear down the sidewalk. It hadn't been a long time, but sitting on the fence between committing or not felt like it ate away more of Faltic's mind than he'd prefer. As unintentional as it was, both Restel and Klaven had somewhat been pushing for Faltic to choose already.

Returning back up the stairs, and to the first door around the corner, Faltic found that Whimsy was still standing in the doorway, her side pressed against the frame.

"Got you a snack." Faltic announced to her as he stopped shy of entering her room. A quick peek revealed a much smaller room that he and his clique occupied.

"Thank you," Whimsy said as she took the bag of trail mix.

"You alright?" Faltic asked as he stood there. She'd sounded a little nervous before leaving to get the trail mix.

"Oh, yeah I'm fine. Just, something came up and I'll have to cut this short here," Whimsy answered.

Faltic felt a soft pang emerge from his chest. They hadn't been together for too long today, and the walk made Faltic want to spend more time with Whimsy.

"Oh, well, that's fine. I enjoyed walking with you anyway. I'll see you... when?" Faltic asked. That small emotion that clutched his chest lingered, making no sign of leaving soon.

"It'll have to be the day after tomorrow, in the afternoon. This is going to keep me busy for a bit, I'm afraid."

“And where?” Faltic asked.

Whimsy was quick to respond. “Oh. Just come back here, I’ll be here and we’ll go from there.

Faltic almost didn't know how to continue. Many parts of his mind told him to not let them be separated for so long, but the opposing side that told him to respect her life took over.

"Ah, alright. Well, come here." Faltic held a foreleg open for a hug. Whimsy happily accepted the invitation, and in the next moment, Faltic found his muzzle resting atop her toboggan and his foreleg around her. Somewhat faintly, he could smell her mane underneath.

He didn't realize he was lingering on it until Whimsy pulled away from it, giggling quietly. "I'll see you then. Be safe," She said before retreating to her room, shutting the door.

The only thing left to do now was go back home.

*****

Faltic stood at the door to the room. Restel was inside, and presumably Klaven since he didn't see him on the way up.
A whole day and a half without Whimsy. Normally, the prospect of being away from a love subject did little to nothing to infiltrate Faltic's mind. Yet, with how strange things had been the last few days, growing attached, it lingered just the same as the feeling in his chest did.

The door cracked open, snapping Faltic out of his thoughts as he stepped in and shut it behind him. He heard a shuffling sound as he stepped through, and didn't see either of who he was expecting to on the other side. Rather, taking another step in, he found out why.

There was a chest high wall of pillows stacked just before entering the biggest part of the room.

"What've you two been doing?" Faltic asked. Just a second after he asked, a familiar changeling’s head appeared from over the top of the wall. It was Restel, who also had a pillow on his head.

"State your name and business," Restel said sternly.

Faltic lifted an eyebrow, only now remembering he was still 'Enthrall'. With a quick wisp of green fire, Faltic changed his form to a purple unicorn with a flat purple mane and tail. "I'm Twilight Sparkle, Princess Celestia's prized pupil. I want in."

Restel's gaze remained stagnant as he spoke in his robotic voice again. "Intruder. Defense systems, kill."

Faltic stood to watch as the pillow wall's 'defense' was Klaven suddenly appearing with pillows in either hoof, and throwing both of them at him, both of which missing.

Both Faltic and Restel glared at Klaven. "How did you miss?" Restel blurted.

"Well, you try throwing two things at once accurately!" Klaven defended. Restel only pointed over the wall at Faltic, still staring at Klaven. "He's literally no more than six feet in front of you!"

Faltic, already growing nauseous at being the purple unicorn, shifted back into his normal changeling self with a quick swirl of flames. "Am I allowed in as a changeling?"

Both Klaven and Restel turned back to look at Faltic. "Klaven, open the gate," Restel ordered, to which Klaven gave a mock salute and moved to the middle of the wall. "Carefully," Klaven muttered, as he pushed open two sliding pillows, leaving a small opening barely larger than his head in the wall.

"Really? I can't fit through there," Faltic stated. Though, both Restel and Klaven looked at him with a straight face. "It's the only way in, so you're going to have to fit."

Flitting his eyes between the small gap in the wall, and Restel's stoic, yet slipping countenance, Faltic gave in and approached the opening, kneeling down at it to inspect it. "You know I could jump over this."

"Nope. Not allowed. You go through, not over," Restel said as both he and Klaven stood guard on the opposite side of the pillows.

"...Ugh, fine!" Faltic gave up, deciding to play along. He plunged his head in, and surprisingly, it appeared out the other end with little effort. He was greeted to the sight of Restel and Klaven standing aside to watch. The hassle showed itself when he had to somehow get his body through. With some struggle, Faltic managed his forelegs through, making his progress about half.

"You know what Klaven?" Restel said. Faltic paused to look up and listen in.

"Yeah?" It wasn't a great thing to see when both of them started to smile.

"I'm a little tired from guarding this all day. I think I'm going to take my break now," Restel said, already stepping towards the pillow wall. Klaven saluted. "I'll keep my eyes peeled."

"What're you doing?" Faltic asked as he watched Restel stop just beside where Faltic was coming through.

"Taking my break." After saying that, Restel took a small leap, and landed directly on top of the entrance he'd prompted Faltic to go through.

Faltic grunted as Restel landed, desperately trying to grab something in front of him to escape. It wasn't painful, but with the extra weight of an entire changeling and some pillows on top of him, Faltic quickly realized he was stuck.

"Ahh-" Restel sighed, staying right where he was.

"Would you get off of me?!" Faltic heaved.

"Nope. I'm on break," Restel said, content. Faltic peered over and stared a few daggers at Klaven, who was holding a leg to his mouth, trying to cover his amusement.

"Klaven, you're no help," Faltic said, with no mirth in his look.

"Sorry, just following orders from the boss man," Klaven responded.

"Uuugghhhh. Ffffine! What do you want from me that'll grant me my freedom?" Faltic pleaded. He propped his head up from his chin with a hoof.

Restel spoke up from above him. "Tell us all about your date today, and don't leave out the parts with me in it."

"Chk. You know what happened, you were literally there," Faltic reasoned.

Restel only pointed across the room to Klaven, who'd now moved to the bed to sit. "Not me," Klaven said.

Faltic blew a raspberry and mumbled a few things under his breath before complying. "Blah blah, Restel snagged a muffin from the continental breakfast and told me to give it to Whimsy, which she liked. Also he told me to wrap my leg around her and that was warm and comfortable. Then we walked to Entrot and she showed me where she stayed before something came up and we had to part. There, you happy?"

"Entrot?" Klaven started. "Isn't that the shady side?"

It was a reasonable question, considering him never having been there, to Faltic's memory. "Yes, Entrot. It's actually nice during the day. There's hardly anypony there."

"Where does she stay?" Klaven asked. Restel quickly jumped in on that question as well. "Yeah Faltic, where's she stay? I believe you're leaving out a detail there too."

"Oh I'm going to get you back. She stays at a rinky-dink old motel, Restel was there to pay for a snack from the vending machine since I'd forgotten bits," Faltic admitted.

"Aw, isn't that so nice of you Restel," Klaven complimented. Restel just nodded his head. "Yup. I do care about my friend Faltic here." A leg of Restel's draped down and pointed at the top of Faltic's unamused head.

"I left out one more detail as well," Faltic began, capturing the attention of both listening parties. Though, Faltic paused briefly, hesitating over his words momentarily. "I feel like I have a growing, genuine liking for her. I want to commit, so to say."

"What?!" Restel blurted out, rolling over and off of the wall, coming to a crash landing at the side of the bed in front of Faltic, and just below Klaven. "What do you mean?"

Faltic didn't make an attempt to get up, opting to just keep his head propped up on his hoof. "I mean what I said. It feels different than any random love subject. I feel like I want to stay with her, you know? It's why I've asked for both of you to help the last couple days, which, thank you, by the way."

Klaven nodded and smiled. Restel, on the other hoof, reacted differently. He sat up as he spoke, staring down at Faltic. "I was just helping because I thought you didn't know what to do for some reason. I didn't know you had a growing connection to her. What're you going to do about being a changeling? She's going to have to know."

Klaven, though not as impulsive as Restel, nodded in agreement. "I think that's really nice of you, Faltic, but yeah, there's a few obstacles that are going to get in the way, and what Restel said is just one of them."

"So you'll help?" Faltic asked quickly after Klaven had finished his sentence. Before Klaven could answer, however, Restel cut him off. "No? Dude, think about this a little."

"Oh I've thought about it. It's... wishful thinking, but I'd like to see where it goes, just for now," Faltic said. He'd decided to say something that wouldn't escalate this any further. Restel had reacted in an unexpected way, the same way one half of his mind was thinking.

"If it's any consolation-" Klaven began. "-I'm not exactly opposed. I'm with you, let's just see about it. Right, Restel?"

Faltic smiled at Klaven, then looked to Restel, who had his forelegs crossed as he leaned back against the bed. "Fine. We'll see, for sure. But don't let this go too far, I don't want another 'post-Cyril' Faltic."

"Trust me. I'm just scoping her out and staying behind the commitment line. For now. I got this," Faltic said calmly. Thankfully, Restel seemed to accept that.

"Also, where'd you get all these pillows?" Faltic asked, looking at Klaven.

"Took them from the storage. Using the disguise of a housekeeping pony lets me go anywhere," Klaven answered, shrugging.

"They're still warm, and all things considered, I'm actually kinda comfortable right now," Faltic said as he adjusted himself slightly.

"More bed room for you, Klaven! Faltic's sleeping on the floor like a homeless pony," Restel announced.

Restel took a couple pillows from the fort, tossing one to Klaven, as the other was thrown onto the other bed. He took just one more, and lobbed it over at Faltic, where it pomfed against his face.

"Thanks." Faltic's muffled voice came from under the pillow.

Despite some opposition, and very gratefully, some acceptance and help, Faltic felt a little better about his emotions to Whimsy. Perhaps the next day and a half wouldn't be as terrible as he thought, with the weight of which he was getting into being lifted slightly.

That, and the weight having been temporarily replaced by a fully grown changeling on his back.

Klaven clicked off the nightstand light, and the room fell into darkness. Only momentarily did the sound of shuffling blankets and pillows hit Faltic’s ears.

Faltic's mind began to put him to sleep, scheming of ways to make Restel pay for his pillow imprisonment, and the blanket slug he had become earlier today. Two in one day called for something big to return the favor.

Chapter 5

The impulsive decision to sleep on the floor was the first thought to hit Faltic's mind as he woke up. The hindsight of that choice being stupid was the next thought that came to mind. It was nothing but grunting and soreness in his limbs as he pried himself off from the floor, a few stray pillows sliding off of him as he did so. Rubbing his eyes and taking in his surroundings, he saw only one other changeling in bed, leaving the other one vacant.

Restel was quietly snoozing on the bed he occupied. Klaven, however, was nowhere in the room. Most likely already at his shift at the front counter.

The gradually waning discomfort of sleeping on the floor was pleasant, at least. Though, seeing Restel sleep, it reminded Faltic that he'd forgotten to properly scheme up a way of getting back at him for the two-to-zero score yesterday produced.

Oh well. That could come later. For now, Faltic had mechanically started to get ready to leave for the corner store. Whimsy would be there, and this will be another nice day where-

-where Whimsy wouldn't be there.

Right. She's 'busy.'

Faltic stood at the window of their room, looking at the outside view. The eighth floor provided a blend of the perfect height to look over the immediate area. Whimsy was busy today. But what with, wasn't brought up.

Faltic peered down at the bustling morning street, seeing the various colors of ponies flow like a river on the sidewalks below him. The gradient blue of his eyes narrowed, focusing in and hoping that one of them would miraculously be the pony that he wouldn't be with today, but to no avail.

The subtle sound of magic being used caused Faltic's ear to twitch, just a second before a blanket draped over his head and body.

"Night time." An unseen voice called out, but Faltic already knew it was Restel.

The voice sounded close, as if Restel was standing next to him. With some trust, Faltic took a chance on the assumption that Restel was standing just next to him. "I guess I should go to sleep then," Faltic said, before rocking to the side, and trust falling. On the way down, Faltic's blanketed body collided with something, and took that something down with him.

The unseen voice returned, and grunted as Faltic landed on top of it. One of the few times the amazing sense of hearing was appreciated. Faltic felt a shove as he started to laugh from underneath his blanket.

"Damn Faltic, you weigh too much to be doing that."

After freeing himself from his cloak, and tossing the blanket back to the bed, Faltic stood with a mock look of shock. "Are you saying I'm fat?"

Restel, who was slower to pick himself up, had a hard time containing his smile. "You've got a fat head."

"Yours has nothing in it." Faltic playfully shot back.

"I've half a mind to beat you senseless," Restel said as he pushed past Faltic's shoulder and walked away.

"So your mind is either half empty, or half full?" Faltic pondered aloud.

Restel engulfed himself in a brief swirl of green flame, and emerged as his usual green pony, gray maned disguise. He flicked his mane into place as he responded. "My mind is full of confirmation that you are stupid."

Faltic blew a raspberry at Restel. "Whatever. Where are you going so soon?"

"Well, I've got time to kill before going out later, so I'm going to eavesdrop on Klaven."

Faltic knew that Restel had helped Klaven adjust to becoming a scout, so naturally he was closer to Klaven than he was. But eavesdropping for fun? "Count me in?" Faltic finished his thought aloud.

Restel nodded. "Only if you're up to messing with Klaven."

Faltic mimicked Restel from a moment prior, and emerged from his own swirl of green flame as his light blue earth pony self, Enthrall, as he's become known as.

"Messing with Klaven is my second favorite pastime."

*****

The front lobby of the hotel looked the same as it ever had. About the nicest front entrance to any place that Faltic and Restel had seen. Somehow, the scent of new furniture and clean carpet never left the place.

The duo immediately scanned the front desk for Klaven. Rather, a garnet unicorn with a black mane. Initially, there was none. It wasn't until Faltic and Restel took a seat in the corner chairs when a pony of that description appeared behind the front desk. Hastily, the inconspicuous pair both nabbed a magazine from a nearby table, using them to conceal their faces.

"I still have mixed feelings about the dark red and black color scheme. Kind of uncomfortable to the eye," Faltic mentioned quietly to Restel as they observed from afar.

"As if his face wasn't already uncomfortable to the eyes," Restel murmured back, eliciting some hushed giggling.

Along with Klaven, out came another pony. A taffy pink unicorn with dark turquoise hair, presumably where Klaven was getting his food. Faltic and Restel watched with half of their faces concealed behind their respective magazines. Their subjects of observation chatted among themselves as they left the counter, heading to the front door.

Faltic leaned over slightly to Restel, whispering to him. "What's it with him and pink ones?"

Restel didn't move much as he replied, giving off a quick scoff. "Don't know. Haven't seen that much pink on one pony since Canterlot."

The concealed duo idly watched as their unaware friend left the building with his partner.

Perhaps Faltic exaggerated when he said that messing with Klaven was his second favorite pastime. It seemed to be high up on Restel's list if he truly knew Klaven's work schedule and tendencies. "C'mon," Restel motioned, setting his magazine down and heading out the same door Klaven had a moment earlier.

Once outside, Faltic fell in step beside Restel, with Klaven nowhere to be seen.

"So, where does he go?" Faltic asked as they walked along the sidewalk. It was chilly outside, as per Manehattan usual.

"Klaven and that chick typically go to a sub place for lunch. It's quick, nearby, and good subs actually," Restel answered, leading Faltic around a corner.

Faltic stayed quiet for a moment, idly wondering if Whimsy liked subs. That, and if there were perhaps any other places Restel knew of that he didn't. For future reference.

"What're you scheming?" Faltic asked.

"Just follow my lead. Wherever it goes,” Restel answered. It was concise enough for Faltic not to ask any more.

Despite Restel mentioning that the food place was nearby, it was growing on Faltic that they were walking for a considerably longer time than what is considered 'nearby.' So far, they'd passed a few walls of glass that would give a glance into a food spot or something else, had it not been for the sun's glare.

Finally, Restel had taken them off course from the sidewalk for the first time. They crept down a narrow, empty, and surprisingly dark alley away from the flow of ponies. Restel halted Faltic at the first door, and with a wisp of green flame, transformed into a different pony: a brown pegasus with a short, slightly more brown mane and tail. "Now you. You can look like whoever you want."

Faltic, without hesitation, transformed into the first pony that came to mind: Whimsy.

"Oh my- someone Klaven wouldn't know!" Restel nudged Faltic's shoulder as Faltic chuckled. "Right, right."

With another swirl of green flames, Faltic conjured up a very average pony design: a gray earth pony with a white mane and tail, similar to Restel's hairdo.

"Always with the earth ponies." Restel poked at Faltic for his disguise choice. First Enthrall, now this.

"What can I say? I'm a simple changeling." Faltic casually replied as he propped himself against the wall with his leg, offering a charming smile to Restel. Restel, however, didn't look at Faltic with any amusement in return. "Whatever." Restel put a hoof to the door he'd stopped them at. "The two in here know me. Well... this me, and since Klaven and her take their lunch breaks early in the day, they're usually the only ones in here until the time where normal ponies take their lunch."

Faltic nodded his understanding. "So what do I do?"

"So here's the rundown..."

*****

Klaven had known forever that physical food could never satiate the actual sustenance needs of a changeling. It was love he craved, sought, and received. Love only really came from one source: other ponies. Being a scout in such a densely populated city like Manehattan, it was akin to living at a buffet with full access.

Except, the food had to be taken care of to be received. It had... feelings. Ugh.

Though, that didn't hamper Klaven's outlook on it. It was as if he was cooking, preparing his meal of love to be tender, juicy, and filling. Chrysalis knows he couldn't cook physical food. There was that one occurrence in Canterlot, but with how it turned out, he appreciated the taste of love even more.

His current love subject couldn't be more convenient. A taffy colored, dark turquoise maned unicorn named Candy. She worked behind the same counter as he did, and regularly had the same shift. That, and he was keeping himself and two others housed in a nice room together. The bits that he earned from his job held meager value, since food came free, but they helped him blend in, and have some entertainment. Klaven was unsure what Faltic was up to today, but he knew Restel had some time planned with his love subject later.

Klaven and his love subject had left the hotel lobby a few minutes ago, and were headed for her go-to lunch spot.

"Always love beating the lunch rush," Klaven mentioned to his partner as they strolled the sidewalk. At this time of day, not many others meandered through the roads of Manehattan, especially on a weekday.

The work duo stopped at a pair of glass doors, and Klaven held one door open for Candy, stepping in after.

The inside had a constant pungent aroma filling the air, that of the fresh vegetables that lined up just behind the counter. The walls had several pictures of said vegetables, as redundant as that was. Up at the front counter station that spanned nearly wall to wall, there was already some pony getting their own food. Behind the counter was only one worker, a brown pegasus with an even darker brown mane, wearing a green apron.

Usually, Klaven and Candy were the first, sometimes only ones here so soon, but it would be fine. Lunch break just started, after all.

Since having come here more regularly recently, Klaven already knew what he wanted, and was correct to assume that his partner knew as well, so they took their standing spots behind the other pony who had gotten there first.

"Uhhhh..."

Klaven watched with a side-eye as he eavesdropped in on the pony in front of him. Some gray earth pony with a white mane, probably does not, or has not been here. He was peering through the glass intently, no doubt overwhelmed by so many choices. The poor worker behind the counter didn't look at all deterred from any patience.

"Um... lettuce."

Klaven idly leaned his head over slightly to peek at whatever the earth pony was getting. It couldn't be too complic-

Klaven's eyes widened slightly as he saw nothing but lettuce on the bread.

The hell...?

"Can I get some lettuce?"

It had to be a joke.

But when the brown pegasus behind the counter added just a touch more of the greens, Klaven was reaffirmed on his belief that ponies are weird.

Klaven leaned his head back the other way to get a little closer to Candy's ear, and whispered. "You seeing that?"

Candy smiled in response and nodded sagely, speaking softly. "Yup."

The earth pony still looked to be pondering another decision. As if it could be anything other than lettuce.

He didn't notice it until it came out, but a sigh of impatience left Klaven's mouth as the earth pony dragged on. From the edge of his vision, he could see the smile and raised eyebrow of Candy looking at him. Sure, seeing the oddball behavior of ponies was entertaining, the two were looking at it from very different perspectives. Klaven was giving it a chance with Faltic and Whimsy, but damned if he still didn't understand the pony folk.

Klaven felt a nudge on his shoulder. It was Candy, who then motioned for him to move up. The earth pony had moved on to being rung up, so once that was over, it was their turn. Klaven killed time by idly browsing the selections behind the glass.

"What can I get y'all two?"

Klaven was taken out of his mind space when the pegasus behind the counter asked his order.

"Uhh-"

Candy held back a smile as he opened up with 'uh.'

"Veggie delight for me," Klaven said.

Candy jumped in on his answer. "Make it two, and a cookie."

The worker pegasus was quick to respond. "Yes'm."

Klaven quickly looked to Candy, who, as expected, had a small triumphant smile on her lips.

"You made me go first." Klaven started off defending himself.

"Easiest way to get you to go 'uhh.' Now you get to pay." Candy smirked as she sealed the deal.

"Next time, I make the bet for who pays," Klaven said sternly, with just the slightest hint of a smile on his face.

Behind the counter, the pegasus had laid out the bread, but had stopped after that. He'd retreated beyond and around a door that was just behind him, leaving the lunch breakers by themselves for a moment. Klaven blew a raspberry into the quiet atmosphere. "Weird today." Candy nodded in agreement.

The pegasus returned from around the corner, tagged along by another pony with him. This was one he hadn't seen before, some blue earth pony with a brown mane that almost matched his pegasus buddy behind the counter. At the very least, one of them had to be new. Klaven had never seen them here before. No wonder service was slow... and weird.

But, Klaven was a polite changeling, despite urges to just... do something, so he waited quietly in front of the counter with Candy, whose mirth he'd never seen slip. Klaven's ear twitched forward as he listened in. It's not eavesdropping if who you're listening to is standing right in front of you.

"You said veggie delight?" The earth pony asked, which the pegasus nodded. "Yup."

It seemed they were going to make one each.

Whatever makes this go quicker. I want out. Klaven thought.

"Condiments for you?" The blue earth pony asked Klaven.

With not a moment's thought, Klaven already had his answer. "Mustard."

The earth pony grabbed a yellow condiment bottle, and... attempted to pour some onto his sub, but nothing came out. Attempt might've been too strong of a word to describe it. The earth pony held up the bottle, peering down the nozzle of it with one eye, before looking to Klaven.

"Hey, do you see any Mustard in here?"

Before Klaven had time to answer, the earth pony extended his leg over the counter, pointing the condiment bottle directly at Klaven's face. With a sudden jerk of the bottle, Klaven flinched, recoiling a little bit as he thought he saw a string of mustard hurl towards him before he shut his eyes. His ears heard laughter, and as he opened his eyes, he saw both ponies behind the counter confirming what he heard. Even Candy's laughter beside him blended into whatever it was.

Klaven snapped his head to Candy. "What?!" Candy motioned her hoof to her snout. Taking the hint, Klaven's eyes moved inward as it spotted a yellow thread laid across his nose.

The chuckling behind the counter had died down as the earth pony spoke. "That was good. I've been saving that one."

"You jumped pretty hard," Candy remarked, smirking at Klaven.

The yellow thread that still lay on Klaven's snout was swatted off with his own hoof, causing his muzzle to scrunch up. "Whatever," He said dismissively.

Thankfully by then, their meals were done being made, and Klaven was more than happy to get out of there at the earliest possible time. As their bet had gone, Klaven had to pay, which wasn't a big deal. With their subs wrapped, bagged and paid for, Klaven was happy to finally be leaving. Today was being weird.

*****

Both Faltic and Restel watched as Klaven left, and saw him disappear beyond the glass walls.

"You did remember the cookie, right?" Faltic asked as he turned to Restel. Both of the fake employees had a contagious smile on their faces.

"As if I would forget. Customer service is my specialty." Restel puffed his chest with mock pride, holding a hoof to his chest.

"Uh... why is there tape on your hoof?" Faltic observed. Restel had a strip or two of tape leftover on his hoof, and held it out a little bit as he stared at it.

"Ah, well, I wrapped up Restel's sandwich really well, is all I'll say."

"Psh." Faltic huffed.

Just then, the door up front swiveled open as some pony entered. Both Faltic and Restel shared a look at each other before scurrying away behind the door, dropping off their aprons and exiting back into the small alley just outside the side door. Once outside, both employee impersonators quickly donned their regular respective disguises. Faltic with Enthrall, and Restel with his unnamed green coated earth pony.

"So we're just going to leave the place unmanned?" Faltic asked.

Restel shrugged. "Eh, well, the two in there we took over for should be coming back from their break soon."

Faltic shrugged. That was a fair enough reason.

As the two reintegrated back into the sunny, midday Manehattan sidewalks, Faltic seemed a little confused. The proposition of 'messing with Klaven' sounded, and was fun, but it majorly came across as petty acts of inconvenience.

Which was perfect for messing with Klaven.

The slight feeling of warmth from the sun reminded Faltic that he was back in the real world for a moment. The real world being that Whimsy still existed, and that he was to see her tomorrow afternoon. The remembrance of her problems, and Faltic's hidden true self still lingered, not enough to slow him down, but enough to keep his mind occupied with trying to think of solutions.

Faltic was brought out of his headspace when Restel nudged his shoulder. "Hey, you hear me?"

"Huh? Sorry, what'd you say?" Faltic shook his head a little bit as he came back down to Earth.

"I asked if you were good. You've been silent and you look out of it. Was being inconvenient to Klaven not fun?"

Faltic shook his head. "Oh, no I enjoyed that. Just thinking about Whimsy again, and how I want to help."

Restel wasn't exactly on board with the idea of this in the beginning, so his eye-roll wasn't an unexpected response. "Still thinking about it? What could you even do to help? She seems just fine how she is."

"I was thinking... are there vacancies in our building?" Faltic asked. He knew that Klaven was probably the one to ask, since he worked the place, but Restel was the nearest changeling.

The question didn't seem to land well, as Restel put a hoof to the bridge of his nose. "Oh my... Did sleeping on the floor mess you up? You know what I said."

A part of Faltic felt like he was defending Whimsy, so maintaining a level tone almost slipped from his tongue. "I know, I know, don't let this go too far or get out of control and whatever. You agreed to see where it'll go, and this is me trying to make it go somewhere." Faltic defended his point, trying his best to not make it sound like he was arguing.

Restel looked to cave in on that, and after a brief moment of looking at Faltic, he responded. "Then I wouldn't know if there were vacancies. You'd have to ask Klaven."

Figures. Restel wasn't opposing, but he also wasn't helping.

The majority of the walk back to the hotel was silent, aside from a few joking remarks about the way some ponies looked. Once back in the lobby, the first pony Faltic caught sight of was a particular garnet unicorn exiting from behind the lobby's front desk. That pink unicorn that had accompanied him earlier had yet to be seen.

"Work over?" Faltic asked as he approached disguised Klaven.

"Yup. Work day is done," Klaven answered.

Restel was silent, idly observing the lobby around him.

"Do tell," Faltic said, casually making conversation. He didn't want to quite dive into the main question he'd been holding onto since earlier.

As Klaven started to speak, Faltic jerked his head onward, signaling them to walk. Faltic took lead up the stairs, absentmindedly leading them back to their room.

"-Then I couldn't get the dang wrapping off the sub, and ugh. Today was weird." Klaven had wrapped up his story as the trio arrived back inside their room. The cherry on top at the end of the story broke Restel out of his unusual stoic demeanor, laughing with Faltic at Klaven's misfortunes that they brought upon him.

"That does sound weird. These ponies, man," Faltic said, closing their rooms door behind him and nudging Restel as he did, flashing back to his natural changeling self.

Klaven followed suit, and instantaneously reverted back to his original changeling self, taking his seat at the edge of the bed. "Hey Restel, you alright?" Klaven had observed that Restel was being quiet.

Restel nodded in response, stretching his shoulders a little. "Yeah, yeah, I'm good. Don't have any time to chill really, got a date night and all, you know."

Faltic knew what was up, and didn't know if he should tell Klaven or not.

"Ah I see. Well, have fun out there you crazy kids," Klaven said with mirth.

Restel's head pointed up as he sighed. "You speak with the tongue of an old changeling."

Klaven only stuck out his forked tongue at Restel in response. "Oh wait!-" Klaven exclaimed. It caught the attention of both the other changelings in the room. Klaven produced and held out a piece of paper with text and images of ponies on it. "-I just remembered seeing this today. Don't know if you two would be interested, but it looks cool."

Restel leaned in and read the big text at the top. "Manehattan eighth annual cosplay convention. Uhh..." Restel's eyes poked up from the paper to look at Klaven with a deadpan face.

"We're literally changelings. Look, keep reading," Klaven egged on.

Restel played along, his eyes returning to the paper. "Cosplay competition. Prizes. Vendor hall. Klaven..."

Klaven was smiling expectantly at Restel, flicking his gaze between him and Faltic. "I think it'd be fun. We go cosplaying as changelings."

Restel turned and looked at Faltic, who shared a look before Faltic broke his flat countenance with a smile. "I say yes."

"Alright alright," Restel began. "When is it?"

"Tomorrow," Klaven answered, setting the flier down on the bedside table.

"Works for me," Restel said, looking at Faltic, who put a hoof to his chin for a moment. “Tomorrow is another day with Whimsy. When is it starting?” Faltic looked up at Klaven at the end of his question.

“Uhh-” Klaven peered to the side at the flier on the bedside, then back up at Faltic. “-about when the sun sets.”

Faltic’s countenance lit up slightly. “Oh, well, yeah that works. We’ll have wrapped things up before then.”

Klaven pumped a hoof in the air. "Yess."

That caused Restel and Faltic to chuckle with each other briefly before Restel made a break for the door. "Alright well, I'm outta here."

Just as Restel made it to the door, he swiveled his head back toward Klaven. "Oh, and Faltic has something to ask you." With that, Restel shifted into his green earth pony disguise and made his leave, closing the door behind him.

Klaven turned his attention to Faltic. "What is it?"

If that was Restel's way of helping Faltic out, it was getting straight to the point, and something Faltic needed. But... Why did this all suddenly start feeling so difficult?

"Oh, uh, do you know if there's any vacancies in this place? Figure I ask you since you work here."

Klaven scrunched his brow for a moment, either piecing together why he was asking, or trying to find an answer to the question. "Is this about Whimsy?"

Faltic nodded, taking confidence in his answer. "Yes."

"Then yes, there are."

"Do you think you could sway whatever power you have to get her a room here? I want to do something nice to help Whimsy out and make a good impression. You know, show I care and all that."

Klaven was silent for a moment. Faltic was mentally bracing for a sudden change of attitude to be akin to Restel's demeanor to the situation.

"Restel's right. You are a big sap," Klaven said, muffling a small chuckle behind his hoof.

"You shut up. I'm just trying to be nice," Faltic said. Faltic now sat on the floor before Klaven.

"I wouldn't be telling the changeling you're asking for help to shut up," Klaven said smugly, shaking his head as he did so.

Faltic mumbled something underneath his breath. "Will you see what you could do... please."

"There's the magic word," Klaven began. "I'll see what I can do to get Whimsy in here. To be that much closer to her little love bug." As Klaven was finishing his sentence, he couldn't help but break into a small fit of laughs, to Faltic's expense.

"Yeah, laugh it up. Just wait and see." Faltic stood up, making his way to the window. It was the afternoon, and the sun was nearing setting, the sky changing colors with its descent. Faltic turned back to Klaven, who was now propped up on the head of the bed. "Hey, you wouldn't happen to know where Restel's going tonight, do you?"

Klaven swiveled his head towards Faltic. "Yeah, why?"

Faltic started making his way towards the door to the room. "Want to go see what's up? I've got somewhere I'd like us to go afterwards."

Klaven sat up, sliding off the bed onto all fours. "I'm down. Where's it you want to go?"

Both changelings returned to their usual disguises. Klaven with his garnet unicorn and black mane, Faltic with his light blue earth pony and blonde mane.

"You'll see."

The moment Klaven shut the door to their room behind them, a thought popped into Faltic's mind.

"Hold on. Did you say there were only vacancies if this was about Whimsy? Do you mean if I said no there wouldn't be any?"

Chapter 6

Faltic didn't quite know where Klaven was taking him, nor where Restel had gone off to for his night out for food with his subject. All he knew was that he was walking the sidewalks of a post-workday Manehattan. The sun had begun to descend to the point where the sky was changing colors, and the chill night air had started setting in.

It seemed no matter the situation, Whimsy managed to creep her way into Faltic's mind. A 'subject.' A word changeling's commonly used to describe whatever pony they were siphoning love from. The word Faltic had just internally used to label Restel's food for tonight. The word just didn't serve any connection to Whimsy, other than the subject of his thoughts. Faltic wanted to use more friendly terms, like companion, partner...

Even marefriend.

But that was far down the road, should the road lead to it. Which, there were plenty of hopes in Faltic's mind for that to be the case.

Faltic had also started to hope that Klaven knew where he was leading him. They'd been walking for just the right amount of time for him to start questioning why they still were. Faltic craned his neck up to observe the buildings lining the streets. It was almost to the point where he could notice which rooms had their lights on or not.

"Alright." Faltic began as he returned his head to be level, looking to his right at the garnet unicorn beside him. "Do you really know where Restel went?"

Klaven nodded, giving a side-eye to the light blue earth pony beside him. "Of course I do."

Though, Klaven had been a bit quieter after the initial chatter from the beginning of their walk.

"Well..?" Faltic inquired.

"Well, we get there when we get there," Klaven answered, not turning his head to meet Faltic's glare.

Faltic scrunched his brow, and briefly left the air between them silent. The only sounds to break it were those of ponies walking past, and their own conversations.

"Sorry," Klaven began. "Just thinking about how exactly I'm going to secure a room for Whimsy." He took a quick glance at Faltic, showing attention.

Faltic's brow unfurled at the understanding from Klaven. The idea of the moving parts needed for Whimsy to change locations to theirs started to come to mind. There was her personal belongings-

Be real. She can't have that many.

Finding the vacancy-

Klaven's got that. Hopefully.

"What impression are you trying to leave here, exactly?" Klaven's voice snapped Faltic from his mind.

The answer came fast and unfiltered. "I want Whimsy to like me. That's the final goal here."

"Right," Klaven responded, and after a short moment, picked back up. "But… what kind of impression are you trying to make?"

Klaven was trying to pry into this idea, and Faltic knew it. What irked him though, was that he didn't know exactly what his answer was. The first one was rushed out of his mouth. Even just talking about her made him unsteady. Klaven halted in his walking, and it caused Faltic to pause with him as they stood close to the wall of a building near a street crossing.

"Look, where's Restel?" Faltic deterred his answer into a subject change.

Klaven shrugged and lifted a hoof defensively. "Just thought I'd try to clear things up. You know Restel isn't hyped about it."

Faltic sighed. "I know."

"And while I'd love to be of support, I will pull the plug if need be," Klaven continued.

"I know." Faltic said a little more sternly. "But really, you don't know where Restel is?"

Klaven chuckled briefly. "Well, you see, I only overheard that he'd be on or around this avenue."

Faltic looked at Klaven, fully deadpan in his emotion with his head tilted slightly down.

"You really-"

That was all Faltic could get out before a wheeze of a laugh escaped him. "Great."

Klaven gestured out with his leg, wearing a contagious grin. "But look. We either go look for him, or plot your next move on him. I know you two keep score and it's not looking good for you right now."

"How'd you know?" Faltic asked, having recovered from his brief fit.

"Restel can boast a bit," Klaven answered.

"That's the truth," Faltic agreed.

"So-" Klaven began. "-I brought us to this gag store to either help you brainstorm, or take the lazy route and buy something here."

"You what?" Faltic looked at the store behind Klaven.

"That's an Equestrian Eagle clothing store," Faltic said in a monotonous voice.

Klaven whipped his head around, then back at Faltic. "Uh, right. That's because it's a bit further up the road."

Faltic blew a puff of exhaustion from his mouth, rolling his eyes and shaking his head, unable to hold back a grin. "I swear..."

*****

A bell rang as the two disguised changelings entered. It was quiet, and only one other pony was inside: the cashier. Who was lounging on a stool, head against the wall behind him, forelegs behind his head, and back hooves on the counter.

It was a rather small store, with most of its merchandise being compacted together. The walls were lined with either glass displays with gag gifts behind them, or wall hooks filled with something in a cardboard and plastic case. In the middle was a display table with a glass enclosure, which made the walking space form a square around the room.

The place was only familiar to Faltic because he'd been here in the past. It's where he got the fake mustard bottle from, which he finally got to use recently on Klaven. If that was the caliber of jokes the rest of the shop followed, Faltic wanted nothing of it. It was petty, and Restel did not deserve petty, he deserved effort.

"Are you sure about this place?" Faltic mumbled quietly to Klaven, who appeared to genuinely be browsing.

"I mean, do you not think anything in here would work? I mean, look." Klaven unhooked a box and held it up for Faltic to see.

Faltic read the label and spoke aloud with it. "Fake jelly bean game. Spoiled milk, lawn clippings, moldy cheese. Man, this is just petty. And a party game."

"Is petty not what you're being with Restel?" Klaven asked.

Faltic was stumped by that. He couldn't outright say no, since that would be somewhat lying.

"Yes, but it's pettiness with effort," Faltic answered.

"I suppose that's true," Klaven said as he placed the box back on its hook.

"However, that does give me an idea. I'll need some help. You in?" Faltic looked determined as he asked Klaven, who nodded in response.

"I'm all in for giving Restel pettiness with effort."

Faltic nodded eagerly. "Good! We'll need to make a quick pit stop before we get back."

*****

Ugh...

"But that was when she said she didn't, but I was confused."

Restel was fading in and out of actually listening to his company. His body and face showed attention, but his mind was completely elsewhere.

They'd gone to a botany garden. Though Restel thought they were here for the actual greenery, it seemed she was just here to talk about her day. She still wore her formal button up shirt and had her mane in a bun.

Ponies suck.

"What do you think?"

Her question didn't go unnoticed by Restel, as he still had to play the part of 'being interested.'

"Oh yeah, she had it coming," Restel said with a bit of a smugness to it.

"Right? Exactly what I was th-"

Restel's attention faded back out to not listening. His answer satisfied her, seeing as he felt a bit of affection waft over. Usually he would be more immersed, but recent events took a portion of his thoughts.

I hope Whimsy is nothing like this.

The whole Whimsy situation did not excite him at all, but he'd agreed to see it through. See it. As in, watching. He didn't have to help.

Oh well. Things should be wrapping up, and Restel would be able to get back to his room, full of love. Hopefully soon.

*****

Back in the hotel room, the preparations for Restel's return were going smoothly, so thought Faltic. Klaven was going with whatever Faltic had told him to do.

"Yeah, and just put this there. Make sure it covers up the side of the bed." Faltic ordered.

Klaven carried out the order. Making sure the skirt of the bedsheet masked their setup from underneath.

"Faltic?" Klaven asked.

"Yeah?" Faltic answered, turning his attention to him.

"I still want to know what exactly you're going for with Whimsy."

Klaven was returning to the subject their previous conversation held. Again, it almost irked Faltic, and it was almost inexplicable as to why.

"I just… want her to like me, like I said before." Faltic's words could only come out as a jumbled mess that somewhat made a conclusive answer. It shouldn't make him act the way it was, but for some reason, it did.

"I get that. I'm just curious. Maybe that's a bad thing, but unlike Restel, I'd like to know more."

Klaven made a move to sit on the edge of the bed, getting a hoof on it before Faltic quickly held out his own to stop him.

"Hold it! Don't sit there. That's for Restel," Faltic hastily said.

Klaven stepped back quickly. "Right, sorry."

Faltic stepped in to pat the sheets flat where Klaven had nearly put all his weight on. It arguably wouldn't have undone much work, but redoing it would've felt redundant.

"Have you at least brought it up to her? You know, her moving a good bit away to here?" Klaven asked, once again bringing the conversation back to Whimsy.

"I haven't, no. But she'd like it I'm sure." Faltic took a pillow off of his bed and stuffed it underneath Restel's bed with some struggle. Restel's bed was the focal point of what they'd been working on for the last hour or so.

"You're really betting on her being for it. I mean, what if she doesn't want to?"

Klaven's words made Faltic's ears twitch. If she didn't want to? He didn't spend all of this time with her for her to say no, right? Ponies are a strange thing, but from the books he'd read and previous love subjects, this is how relationships start, isn't it?

"Don't make me start second guessing this. I'm going to do what I can for Whimsy." Production halted as Faltic answered in a slight stern voice.

"What do you think she thinks of you? On top of that, what about when you have to come clean as a changeling?"

Faltic heaved a sigh and hung his head at Klaven's barrage of questions suddenly spewing out of his mouth. It wasn't like Faltic to get so irritated, but something just made him so defensive. Though, the answer was most likely Whimsy, no doubt about it.

Faltic lifted his head to level it with Klaven's before he spoke. "I think she likes me, and I'll never out myself as a changeling if it means it'll stay like that!"

Faltic stamped a hoof to the ground at the end of his response. It silenced Klaven from forming another question, which didn't go unappreciated by Faltic.

Klaven's hoof idly traced the corner of the bed and his head now hung lower than usual, staying silent after the response he'd gotten. Faltic had turned away from him. His answer was the truth, and it was the first thing that came to mind when Klaven had asked his question. Why he got so loud with it and stomped, he didn't have an explanation for.

Silence hung in the air as the time passed. At least, until Klaven spoke up again.

"Why'd seeing a box of fake jelly beans make you think of doing this to Restel's bed?" It came out quietly. Faltic knew now that he was just trying to get past his unreasonable outburst.

Faltic sighed before turning back to Klaven. "It wasn't the jellybeans, but the thought behind them. Making you think an object is something, when it's actually something else."

A brief moment of silence again.

"Right," Klaven started, still speaking at a lower volume.

Though, he didn't continue. Faltic knew that he had to for him.

"I'm sorry for the... outburst," Faltic began.

Klaven's ear twitched at that. Faltic continued, idly looking at anything but Klaven as he explained. "Didn't mean to be so harsh about it. Whimsy just... feels different. Like a different type of love. A connection that I don't think I've felt with any other pony I've fed from. I want to pursue it, and I suppose I got irked at your questions."

Klaven was silent for a moment as he looked at Faltic, who, out of the corner of his eyes, could see him staring.

Another thing he saw Klaven do was start to smile.

"You should've said 'stop me if I sound stupid' before you went on that rant," Klaven said.

"Pssh." Faltic huffed.

"You want me to say something stupid too?" Klaven asked, still with that little grin on his face.

Faltic bowed slightly and held a hoof forward towards Klaven.

Klaven puffed his chest, rearing up his best speech. "However neatly I can word this. We're changelings. We choose whether we're the nice peach flavored jelly bean or the dog food one. You know, appearance wise. Though, the way I see it, with Whimsy, you relent that control to her. You can be all nice and sweet, but you'll still have to show out as a changeling one day. On that day, you'll see if you were the good or bad jellybean."

Once Klaven was finished, Faltic was almost cackling behind his hoof he had over his mouth.

"You call me a damn jellybean again and see what happens." It was hard for Faltic to convey that clearly, as the hidden laughter made it a struggle to speak.

"Oh shut up. I was being nice." Klaven huffed.

Powering through the little fit of laughter Faltic had been put into, Faltic was somewhat able to respond. "Oh no no I know, I just-" Faltic coughed. "-just think that was stupid, and nice too, yes." Faltic jerked his head backwards, motioning towards the identical bed beside the one they'd rigged. "Let's just look normal for when Restel comes back."

*****

Restel stretched his forelegs, angling his back sharply as he did so. He stood in front of the door to the gang's room, and was more than ready to get inside and lay down. Walking along through a botanical garden was more tiring than it seemed.

The garden just kept going...

It felt as if every flower in that garden wanted him dead. Dead asleep. That, on top of acting the part of a lover for some pony, it could really get to a changeling when he has other things on his mind.

Sighing, Restel knocked a hoof on the door once, and stood back to wait. As expected, the door creaked open just slightly, allowing room for him to just slide in. Once on the other side, Restel was greeted to the sight of Faltic laying on the first bed, head propped on a pillow, book in his face. Typical.

Klaven was the one who answered the door. Restel kicked it shut with his back leg, and immediately reverted his form back to his natural changeling appearance, feeling an immediate relief.

"So what were you two worms up to while I was out?" Restel asked, stepping into the room. The question almost answered itself when he watched Klaven trot back to the bed and pick up a book that had been sitting there.

Faltic turned his head to Restel as he spoke. "Quick stop at the library. Nothing major."

Restel stood silently in place as he surveyed the room. The first thing his eyes came across was that the window to the room was open again. Restel internally shrugged as he started trotting across the room.

"You find out if there were any places to stay here?" Restel said with a yawn, covering it with a hoof. The question was directed at either changeling willing to answer.

It was Klaven to answer, as Faltic looked at him. "Haven't looked. I will tomorrow."

Restel watched as Klaven hopped up onto the bed that Faltic also occupied, sitting at the edge of it.

Though today seemed long, there were sure to be longer ones ahead, specifically pertaining to whatever Faltic was doing.

The bed could remedy that.

Restel leaped up, clearing the bed's height, intending to land back-first on the mattress. As Restel made his leap for the center of his own bed, he could notice out of the corner of his vision that both Faltic and Klaven were giving him a side-eye.

And he very quickly found out why.

Instead of touching down on a mattress, ready and waiting to cushion his leap with a soft landing, he instead just kept falling. With a slight panic, Restel gasped and extended his legs, trying to reach for something to grasp onto. Nothing. The fall was only brief, as he did land on something soft, but not quite on the same caliber of a mattress.

Restel landed with hardly a thud. His vision was obstructed by a blanket covering what was surrounding him. A fit of laughter from two familiar changeling voices filled his ears as he scrambled to try to get up, but nothing was catching, and he was stuck lying on his back.

"What the hell is this?!" Restel almost yelled, the initial panic in his voice from the fall still keeping his volume steady.

Faltic grabbed the blanket, and tugged it clean off like a tablecloth, causing Restel to make a full spin, coming to rest on his back again.

"Squares!" Faltic said enthusiastically.

Restel shifted his eyes from side to side, shuffling his hooves around in whatever the 'squares' were. They were cubes, and foamy.

"Is this a foam pit?" Restel exclaimed. As he did, it exacerbated the laughing from the other two changelings in the room.

"Yup," Klaven explained. "Not easy to get out of once you've fallen in. Especially back first."

Assessing himself briefly, Restel tried again to yank himself out with his forelegs. Again, nothing caught. His body was cupped slightly, and he could hardly feel the floor beneath him.

"How? Where'd you get these?" Restel was still making a faint effort to get himself out, which all attempts have yet to succeed.

Both changelings standing before Restel shrugged with smiles on their faces, still coughing up some giggles at seeing him trapped.

"Fine. You got me. Now help me out!" Restel wormed his body, but yet still, nothing budged.

"Ehh, I think I'm good," Faltic said as he looked at Klaven. "My hooves are full," Klaven remarked.

"Really? You're just going to leave me stuck like this?" Restel's body slumped, giving up on his attempts to escape.

"We're not monsters. Here, have this," Faltic said. He'd stepped away for a moment. Restel could hear a bedside drawer open, and a small pill-shaped object land on his chest. "Jellybean,” Faltic proclaimed.

"Oh wow. Thank you, Faltic," Restel said as sarcastically as possible. Not wanting to admit to his fate of being condemned to the foam pit, Restel huffed, and out slithered his tongue, catching the jellybean and pulling it into his mouth.

Klaven looked at Faltic with a raised eyebrow of concern, though not without his smile still.

"Stole it." Faltic put simply with a shrug.

"Mm, tastes like peach,” Restel muttered.

Faltic hopped back onto his own bed, satisfied with his work, to which he had Klaven to thank for his help. "Looks like Restel's turned in for the night," Faltic mentioned to Klaven, with them both taking a glance at the still trapped Restel.

Restel, who was still chewing on the jellybean, didn't hesitate. "Shut up."

Faltic and Klaven cackled at each other briefly as they both got comfortable in their own bed.

"Oh hey, Faltic," Klaven spoke up.

"Yeah?" Faltic turned to Klaven beside him.

"Where was it you said you'd like to take us? You said we'd go after foam pit got back."

Klaven's casual snide remark didn't go unnoticed by Restel. "Did you just call me foam pit?"

Faltic decided to ignore him for the humor of it. Though, Faltic's eyes also widened at the realization. "Oh. Shoot. We spent so much time setting up the pit that I'm sure they're closed by now."

"What was it?" Klaven asked.

"Oh, it was an arcade. I thought it'd be cool."

From the foam pit, Restel's head poked up slightly as he tried to be a part of the conversation. "Arcade? Let's go tomorrow."

"Though-" Faltic continued. "-They'll be open tomorrow. I'm all for going before meeting back up with Whimsy."

Klaven nodded. "Oh yeah! Then after your date with Whimsy, we go to that convention thing?"

Restel believed that he was speaking. He heard the words come out of his mouth. "Hello? I said that first?"

"Yup. It'll be a busy day for me, but it'll work. All I need beforehoof is sleep." Faltic yawned as he stretched, slouching further onto the bed afterwards.

"You said it." Klaven agreed, laying himself down on the bed.

“Who knows? They might be open now, but I’m not getting up. I know for sure foam pit isn’t either.” Faltic turned his head slightly to where Restel still laid.

Restel huffed, giving up on speaking to the opposing bed of changelings. “‘Foam pit.’” He muttered.

"Oh hush, foam pit. Here." Faltic tossed another jellybean to Restel, it landing on his chest again.

With that, Faltic switched the lamp off beside him, and the room was plunged into darkness, only to be reverted to light when he woke up in the morning.

Tomorrow will be a good day. Arcade, Whimsy, and whatever mess Klaven was about to drag him into. After the arcade, Faltic would most likely have to make a beeline for Whimsy's little motel. It wasn't terribly far away from here, but given the added distance of where the trio will be in the morning, it wouldn't hurt to get a head start.

Whimsy. Even when Faltic was doing anything else, she still crept up in his mind, and was even the subject of action.

The only thing that could pry Faltic from his thoughts, and the inevitable sleep, was Restel's wretched gag slamming into Faltic's ears.

"WHY DOES IT TASTE LIKE THAT?!"

Chapter 7

The changeling trio was up early, already walking along the sidewalks of a cold morning Manehattan in their usual disguises: Faltic with his light blue coat and blonde mane, Restel donning a green coat with a gray mane, and Klaven in his garnet unicorn disguise with a black mane. The day started with fishing Restel out of his foam pit bed.

Actually, they had to get him out earlier than this morning. Right after he had tasted the egregious fake jellybean, Faltic did give in and pulled Restel out to go wash his mouth out under the bathroom sink faucet. Either Restel was tired enough that he didn't care, or the foam pit was comfortable enough for him to settle back into it afterwards.

It felt like a good day to Faltic. The sun was out, he'd somewhat taken better care of his disguised mane, and the happy little thoughts of getting to see Whimsy again today put an extra hop in his step that Restel mockingly fake gagged at, pointing his hoof down his mouth.

Klaven seemed to be carried by the prospect of going to the cosplay party after the day was done. Faltic and Restel both knew he was more excited about it than them. Klaven practically had an itinerary for today to ensure they'd get there within a reasonable time. That, and he was the first one up and ready.

Faltic was the one leading the three as they trotted side by side. They were headed for the heart of Manehattan, where all the tallest buildings were, but wouldn't be going too far in. Judging by distance, Faltic had a bit of a journey to make it to Whimsy's place once they were done here.

"You know you still have to fix my bed before tonight," Restel spoke up.

Klaven looked past Faltic at Restel. "Wasn't it more comfortable than your mattress?"

"No. My back hurts, and it cramped my wings."

Faltic was more or less in his own mind for the walk. Though his ears picked up what Restel and Klaven were saying, Faltic paid more attention to thinking about where he and Whimsy would be later.

But for now, physically, he was here.

"Yo Faltic, how much further is it?"

Restel's voice brought Faltic to attention, as he peered up the busy road. Many different marquee's of various businesses protruded overhead and along in the distance, obstructing the view.

What stuck out as a solid waypoint, for Faltic, was the big arrow pointing down and towards the front door of something further up.

"Just a bit further. Past that big arrow sign." Faltic gestured forwards to what he was talking about.

"I don't think I've ever been this way," Klaven mentioned.

Restel looked across to him with a raised eyebrow. "Really? How?"

Klaven shrugged. "Haven't exactly been around Manehattan as much as you two have. Plus, you know I stick by you two."

"That's true," Restel agreed. Faltic also internally agreed. With how much Klaven had fit in with him and Restel, it was easy to forget Klaven hadn't been a scout for as long as they had. It was also refreshing to have a newer face in the scouting branch of changelings. There haven't been many active since the invasion.

Thinking about that reminded Faltic of their night at the campground a little bit ago.

"Hey-" Faltic began as he nudged Klaven's shoulder. "-Where'd you put all our stuff that we brought home from the campground?"

Klaven seemed to perk up a little at that question. "Oh, I put them all in the bedside drawer."

Faltic's brow scrunched slightly. "Didn't I look there last night when I put the box of jelly beans in there?"

"Wrong drawer," Klaven simply responded.

With just a second of thought, Faltic wondered if it were all three of their items, including his flower.

"Even the flower?" Faltic asked.

Klaven was stumped from his response for a second. "Even the... flower."

Faltic didn't think about it at first, but maybe he could take Restel's mocking advice that he gave that night, and give it to Whimsy, had it not wilted yet by some miracle. "Let's get that out of there when we get back to the room." Faltic's ear twitched.

"Right. I'll get it soon as we get back," Klaven nodded as he answered.

"Hey, this is it isn't it?" Restel's voice brought the attention of both Faltic and Klaven. Faltic looked up and immediately recognized the massive logo above the revolving door.

"Bate and Dusker's, yup," Faltic answered. Restel gestured a leg to allow Faltic to go first through the revolving door. Once Faltic started going through, Restel held out another leg to Klaven's chest, speaking quietly to him. "Watch."

Restel stepped up to the next gap between doors. Just as Faltic was about to exit on the other end, Restel grabbed the handlebar and pulled, halting the rotation, and causing Faltic to smash snout first into the glass.

Faltic held a hoof to his nose, and whipped a look back at Restel and Klaven. Restel was looking away, Klaven was holding back from chuckling. Faltic proceeded slowly, exiting the door on the other end, and Restel and Klaven followed him in.

Once on the other side, Faltic was staring down Restel. "I would actually chop you in the throat right now. You're lucky we're in public." His attempt at appearing tough was broken up by the notably restrained smile he wore.

Restel and Klaven's grins didn't waver. "When have you cared about looking good in public?" Restel sarcastically shot back.

"Whatever. Just be ready to lose at everything." Faltic huffed.

Faltic hadn't noticed it until now, but since entering, it was as if night time had taken over. The expansive room was dimly lit by actual overhead lights. The majority of lights came from the colorful flashing LED's of the arcade games. Klaven was no longer by Faltic's side, but wandering his way over to a kiosk.

"If you say so. He's already diving in," Restel said, pointing Klaven out to Faltic.

The space was filled with the ambience of overlapping arcade machine noises and the murmur of other ponies in the room. Unsurprisingly, there weren't many others, as it was still morning. The floor was carpeted black, making the lights of the machines give it their own ring of color around them.

"Let's go see what we got," Restel said, nodding his head towards the room. Faltic followed beside him as they began to stroll the lanes of varying games.

Just as they'd started to browse, Klaven hopped back alongside them, holding out a card. "Got our playcard."

Restel took the card from Klaven's extended hoof, examining it. There was a picture of the arcade's logo, and two tall drinks of what looked to be cider. "Hm. Could go for a cider during this," Restel mumbled to himself.

Restel looked up from the card he was holding, and was staring at a machine in front of him. "Well, if you two don't mind me going first." Restel looked at the other two, who both shook their heads. "Go ahead," Faltic assured him.

The machine that Restel stood before was in the shape of a padlock with a circular screen in the center. There was only one button on a pedestal before the screen.

"I know this one," Restel said as he swiped the card through the reader. It beeped and flashed a check mark, and Restel laid his hoof over the top of the button.

"What's this one?" Faltic leaned over and asked Klaven.

Klaven didn't look away from Restel playing. "Pop the lock. There's a moving red bar, and you gotta stop it on the yellow dots that appear around it."

"Uh huh..." Faltic watched with interest as the number kept ticking down with every successfully timed button press from Restel.

The simplistic sound effects from the machine became faster as the numbers ticked smaller.

8 to go... ding.

7 to go... ding.

6 to go-

The red line stopped just short of the intended yellow dot as the screen changed its color to red.

Restel heaved a sigh and hit his hoof to the podium. "Uuugghh.

"Hey, thirty tickets, not bad." Klaven pointed out. The screen was counting down from 30, as if it were dispensing tickets. Rather, it was transferring it to their play card.

"As if thirty tickets is going to get us much," Restel stated, knowing that most prizes in the prize room were absurdly overpriced.

"A sucker, for the sucker." Faltic chuckled, yielding the same reaction from Klaven.

"Yeah right." Restel gave the card back to Klaven.

"I already know what I'm doing." Klaven stepped not too far from the one Restel had just attempted, and stood at a smaller game. It was orange and red, and curved like the flame on a candle. "Flamin' hoof. Love this one." Klaven swiped the card beneath the screen.

Faltic and Restel stood on either side of Restel, slightly behind him to watch. The screen revealed a trail of orange lights with a thin gap between them, hardly the size of the tip of one's hoof.

Klaven didn't hesitate, and started tracing from the beginning.

Faltic scanned the arcade around him for other games to play while Klaven was tracing. Just off in another row of games was a slim machine that he recognized. A sort of test of strength. At least, as much as one could muster in a swing.

Restel felt his shoulder be nudged, and looked over to see Faltic gesture over to what he'd seen.

"What?" Restel asked. Faltic looked at him and sighed.

"Aaagh!" Klaven's exclamation interrupted the two. "I was two dots short!" He turned around, relenting the play card to Faltic. "You go, you haven't played anything yet."

"Alright. I've got something to show Restel." Faltic turned hoof and made a straight line for what he was trying to point Restel towards earlier. The three stood in front of a slim and tall machine, with a base at the bottom and a part of it jutted out overhead. Faltic swiped the card on the side, and out unfurled a round punching bag from the top.

"I want to see what Klaven's got first." Faltic stepped aside, putting Klaven in the spotlight.

Restel scoffed as he picked up what was happening. "Oh I see. Strong arm Faltic wants to show us up."

"One rule." Faltic interjected, catching the attention of both the other changelings. Faltic briefly scanned the arcade around them. There weren't many other ponies, if any at all. They'd come here just after opening, and it was dark enough anyway. "Hit it with your actual arm." Faltic held up a foreleg, and shifted it back into a hole ridden changeling leg. "No cheating, adding muscle to it."

Restel shared a look with Klaven, and spoke mockingly. "Noo cheeeattiinnng. Pfft."

Klaven chuckled, and agreed. "Whatever you say." Klaven stepped up to the punching bag hanging before him, shifting his right foreleg back to his normal changeling leg.

Faltic and Restel stood aside together as they watched Klaven briefly hype himself up with a couple puffs of air. Klaven quickly elevated himself on his hind legs, and led with a short windup with his foreleg. Klaven slugged a punch as hard as he could muster, his body lurching after him as if he'd tried to launch his leg off of his body.

Klaven stumbled upon landing, and flipped over to his back. He'd put far too much force in that swing, so much so that it made him fall over. Surely, with such a powerful swing, there's no way Faltic or Restel could beat whatever his score would be.

Looking up from the ground, he saw the other two looking down at him, scoffing with laughter.

"Damn that was a punch!" Restel said through his amusement.

"Was it?" Klaven lifted his head up, eager to see his score. Instead, there was no score presented, and the bag still dangled in place.

"You missed, dummy!" Restel spoke again, trudging his words through his continuous laughter.

"Ugh." Klaven's head hit the floor again as he huffed, completely irritated that he'd miss the punching bag entirely.

"C'mon now-" Restel stepped over, offering a hoof to help Klaven up, which he accepted as they locked legs for a moment, and Restel heaved Klaven up. "-Swing again, and actually hit it this time." Restel's unwavering smile contagiously suffused Klaven's own expression.

Klaven swatted at Restel's shoulder. "Move over. I'm hitting it this time."

Restel stepped aside, returning to his spot beside the still chuckling Faltic.

They both watched again as Klaven stepped up, his leg still remaining as his natural changeling form. With a short rolling of the shoulders and crack of his neck, Klaven ascended to his hind legs once more, and pitched his hoof forward, albeit slightly slower and more controlled than before. Klaven made direct contact with the punching bag this attempt, and landed solidly on all fours.

"Congrats, you hit it this time,” Faltic chirped up.

"Pfft. Shut up," Klaven spat back. All three pairs of eyes watched the triple digit number grow rapidly on the screen in the middle of the thin machine. It began to slow to a halt at the high six hundreds, and settled to a final score of six hundred eighty-four.

"Not bad, actually," Faltic commended.

"Yeah, a nice easy score to beat," Restel boasted with a smug grin.

"Let's see it then," Klaven said, swiping the play card, making the punching bag lower once more. "Go for it." Klaven stepped out of Restel's way, standing beside Faltic, who nudged him on the shoulder.

"You went through the same scout training we did. How're you going to let us oldies beat you?" Faltic joked.

"Whatever. I'm not as brutish as you two." Klaven pointed out.

Faltic blew a raspberry and smiled. "Brutish."

Both Faltic and Klaven fell silent as they watched Restel step up to the punching bag, reverting his foreleg back into his normal changeling leg. Restel took much less time to get to the point. Immediately, he stood on his hind legs, and slugged his leg and weight forward, making direct contact with the bag, slamming it back into place. Restel landed a little uneasily, but there was hardly a flaw with his form.

"Take notes you two. Watch this score." Restel pointed his hoof towards the rapidly rising number on the screen, puffing his chest out. It began to slow down as it surpassed Klaven's score, finally coming to a rest at seven hundred twenty-one.

"Oh psh. Only like, forty more." Klaven dismissively waved his hoof at Restel, who was humbling himself with his smile.

"I told you, take notes. Faltic too, bet he won't even pass seven hundred." Restel nudged Faltic's shoulder, holding the card out to him in the process.

Faltic looked at the card, before meeting Restel's eyes, swiping the card from his extended hoof.

Faltic stepped up and swiped the card, tossing it aside after. The bag once again descending to its spot. "And if I do?"

Restel looked at Klaven for a second, who wore a countenance of smugness, before looking back at Faltic. "Name your terms."

Faltic silently turned back to the hanging punching bag, and reverted his disguised leg to his normal changeling one.

Klaven's shoulder was nudged as Restel slightly leaned in, hardly pointing his leg towards Faltic. "He thinks he's gonna show me up." Klaven only chuckled in response.

With a much shorter windup than the other two, Faltic took up a sturdy posture on his hind legs, leaving one slightly ahead of the other. Heaving his right foreleg into the bag emitted an almost thunderous sound as it slammed back into place. Faltic steadily fell back to all fours, shifting his leg back to his normal disguised light blue color.

The score swiftly surpassed both Klaven's and Restel's, but shortly after, began to slow to a halt. Eight hundred thirty-two.

Faltic turned back to Restel, whose lips were pursed and foreleg hung in the air. "You sleep on the floor tonight." Faltic flicked the play card back at Restel, who caught it in his hoof. Faltic would like to see him feel the same morning regret and soreness that sleeping on the floor brought. Sure, Restel also did just sleep in a foam pit, but it would be funny to inflict two nights of discomfort.

Klaven was nothing but giggles from that point on. For the next good few minutes, the three took turns sharing the card to play ticket winning games. Although there weren't many more tokens on the card, they'd racked up a decent amount of tickets, or so they thought.

Faltic tried his hoof at a couple of games, opting for ones that didn't reward many tickets, but were just fun to play. Notably a baseball game that he'd had recurring sessions with for occasions when there was time to kill. Restel seemed to favor similar types of games, though more luck oriented. Restel had taken several drops on various plinko-style games, but never won more than forty tickets at a time.

Klaven favored the ticket winners. The more Restel watched him try to win, the more banter Restel seemed to give him.

Faltic and Restel both watched as Klaven had nearly won the jackpot from quick drop, missing the mark and coming up three balls short.

"Fifty tickets isn't bad," Klaven defended.

Restel scoffed for a second before spitting his response. "Yeah, if you were better at playing with balls you would've gotten more." To which Klaven promptly shoved Restel aside, passing by a chuckling Faltic. "Shut up Restel."

The token count on the play card lowered as the trio gradually moved to the back of the arcade. "So, we've got about enough left for maybe... three more games?" Klaven stated with uncertainty.

"What time is it?" Faltic asked. It had been what felt like hours since they'd come to this place. Assuming they had been here for a few hours, the afternoon was either here, or soon approaching. The last thing he'd want to do is keep Whimsy waiting.

"Y'know, I dunno. I lost track of it. Haven't seen outside ever since we got here," Restel commented.

"Here-" Klaven passed the card to Faltic. "-I'll go outside and check." With that, Klaven departed from the two, headed for the arcade's entrance.

A slight wave of worry had begun a march through Faltic's body. Whimsy had slipped from his mind ever since they had entered this place. The guilt of potentially having to admit that he'd forgotten about her was unnerving, to say the least.

"You'll make it to Whimsy in time, don't worry. There’s no way we've been here that long," Restel reassured. It was odd, coming from somepony who wasn't the most supportive about Whimsy. Though, Restel was most likely putting Faltic before Whimsy, opting to see Faltic be not so worried and afraid.

"I hope so." Faltic sighed.

Restel looked around the arcade as the two idly waited for Klaven to return. Restel spotted something just a few feet down the room. "Hey-" Restel began, catching Faltic' attention. Restel poked his head in the direction of what he saw. "-Think we've got enough on there to play that?"

Faltic peered down in the rough direction of what Restel was hinting at, and saw a large square table. Faltic looked back at Restel with a look of mock superiority. "Don't even act like you're going to win in air hockey."

Restel smiled back at him. "Wouldn't be just the two of us. All three of us could play."

Klaven had returned to the two after Restel's proposition. "Plenty of time. Enough for us to empty this card, get our prizes and go."

The update on the time slightly assuaged Faltic's worries. There was time, though it seemed they needed to wrap things up here sooner rather than later.

Restel was the one to pick up the conversation from Klaven. "See? We're fine. Klaven, you up for using the last bit of this card on air hockey? We can all play."

"Sure! Last game of the day," Klaven excitedly agreed. Restel led the three to the air hockey table. Paddles were neatly stored on the corners of the table. Restel swiped the remaining credits away on the table as airflow began. Klaven setup opposite of Restel, with Faltic in the middle, on both Restel and Klaven's sides. The trio took their paddles with a hoof, holding them to the table, waiting for whoever had the puck to start.

"Alright, I'll make this quick so Faltic can get out of here," Restel teased as the puck emerged from the cup beneath him. Klaven and Faltic shared a look, and Faltic faked a gag as Klaven shook his head, unseen by Restel, who was fishing the puck out.

"You'll make it quick, as in losing as fast as you can," Faltic poked. Restel set the puck down in front of him. "Or-" The moment Restel started talking, he gave the puck a slap towards Klaven, where it slipped past his paddle, knocking a point off of him. "-We get the weakest link out." Restel cackled to himself as Klaven reached down for the puck.

"Cheap shot!" Klaven spat across the table. Klaven set the puck down, and began their next point.

"Gotta be ready!" Restel defended himself as the puck rallied off the walls and paddles of the three players. The next goal for the puck to slip into was Faltic's, who grunted. "I missed it!"

"You both only have so many points you can lose," Restel stated to the other two.

"How many can we lose before we're out?" Faltic asked, fishing the puck from beneath him, placing it back on the table.

"You two will find out," Restel said with a hint of boastfulness to his voice. Faltic began their next point, immediately launching the puck for Restel's goal, where it was blocked with a swift flick of Restel's paddle.

It didn't take long for Restel to attack Klaven's goal again, this time using the angle of the wall from the unoccupied side of the table to bounce one past Klaven. "I'm being attacked!" Klaven panicked as he'd been scored on again.

"Oh look." Faltic reached over the table and pointed out a string of lights that lined up in three dots. "Only one is lit, and you've been scored on two times. You've got one life left."

"See this?" Restel piped up from the opposite end of the table from Klaven. Restel was pointing at his fully lit row of three lights. "Untouched."

Klaven narrowed his eyes towards Restel as he set the puck down, and launched it in a straight pitch for Restel's goal. It was swiftly returned to sender, and Restel hardly had to move his paddle to defend. Klaven was ready, and reared up an even stronger blow to the puck, sending it for Restel.

At least, that's where he intended for it to go. Instead, the impact was strong enough to send the puck cascading beyond the boundaries of the hockey table and out into the arcade. All three pairs of eyes followed it as it bounced a few machines down the row.

Two pairs of eyes returned to look at Klaven, who already knew what one of them was going to say. "I'll get it." Klaven sighed, stepping away from his spot to go retrieve the rogue puck.

Faltic looked to Restel, who looked nothing but amused and smug as he caught Faltic's glare.

"Damn, ruthless against the boy today,” Faltc started. Restel waved a hoof dismissively, and blew a raspberry towards Faltic. "It's all in good fun, c'mon. He knows it."

Faltic sucked in air through his teeth. "Whatever you say."

Klaven shortly after returned with the puck, and took up his side of the table again. "I'm not being eliminated while Restel still has three lives," Klaven said as he began the next point, giving the puck a noticeably lighter hit.

"Keep telling yourself that."

During what was the longest rally of the game, Faltic had silently been waiting for a good opportunity. It finally came when the puck wearily slid towards him, allowing for a quick swipe to send it past Restel's paddle and into his goal, ticking a light off of his three lives and bringing it to two.

"Agh, no!" Restel yelped. It sent both Faltic and Restel into a small fit of laughter.

"Laugh it up." Restel began as he brought the puck back to the table. "I'm doing good."

Restel's first shot of the next point was directed towards Faltic. Though, immediately after sending it Faltic's way, it was sent back faster than Restel could react, and sailed past him into the goal. Restel's shoulders went weak as he threw his head back. "Uuugggghhh!"

Faltic and Klaven's laughing fit returned a little stronger.

"That was good, but you're still not winning." Restel quickly began the next point, opting to send the puck in a random direction.

Faltic still held his amused mood as the rally carried on, though it impeded his movements for a split second. The puck was gliding parallel past his goal. Faltic attempted to capitalize on that, letting the puck hit his paddle to slow down and give him a controlled shot. However, the puck bounced off the back of his paddle, and gingerly slipped into his own goal. The two lights ticked down to one on Faltic's side.

Restel was in near hysterics, and Klaven couldn't help but chuckle. Faltic hit his forehead on the table with exaggerated shame.

"Not what I meant to do." Faltic tried to defend himself, already setting up the next point.

With all three participants down to one life left, the playstyles of each player noticeably changed. Restel was aggressively sending the puck for Klaven when he could. Both Faltic and Klaven held their paddles close to their goals on defense.

Restel sent a wall shot towards Klaven. It wasn't the fastest, but it wasn't the slowest. Klaven thought he could get a swipe out of it, and left his defensive stance to reach for contact with the puck. However, he was just slow enough to where his paddle narrowly missed the puck, allowing it to sail freely into his goal, ticking off his last life.

"I missed!" Klaven yelled as he was eliminated. A slim barricade walled off Klaven's goal. Restel, again, was laughing at Klaven's dismay of being the first one gone.

"Hey, he wasn't kicked out while you had three lives. It's close," Faltic stated.

"And-" Faltic took a step around the corner of the table, retrieving the puck that had been sent beneath Klaven's goal. Faltic stepped back to his own side and set the puck down, starting the last point of the game right off the bat. "-Someone's down to one." Truthfully, they both were. The next goal would determine the game. Klaven huffed as he returned his paddle to the corner of the table, out of the area of play, watching the last bit of the game unfold.

Admittedly, it was awkward playing air hockey against a goal that's beside your own. That sense of awkwardness was shared between the last two players as they frequently missed the opposing goal, along with Restel making grunts of frustration when he missed.

It wasn't until the puck lingered in the corner of the table where things changed. Faltic pressed his paddle to it and pulled it off the corner. In another attempt of a cheap shot, Restel reached a bit further away from his side of the table to try and knock the puck loose from Faltic's control.

Both the puck and Faltic's paddle hardly budged, as it provoked the knee jerk reaction of Faltic's to flick the puck speedily to Restel's exposed goal, crashing into it, and ticking off Restel's last life.

Faltic pointed his hoof firmly at Restel, and uttered a hearty laugh. "Do not try that on me!"

Klaven joined in on Faltic's proud amusement as Restel acted dramatic, flicking his paddle across the table. "I almost had it! And almost won!"

"I told you when we came in here, get used to losing!" Faltic teased.

Restel rolled his shoulders, and stretched his legs. "Oh psh, whatever. Let's just get some prizes and go."

Faltic led the three to the back corner of the arcade where he'd seen the bright illuminated lights of 'prize counter.'

However, before reaching it, Klaven spoke up, sounding pretty excited. "Hey, look! Didn't even see that." Klaven pointed a leg directly at what he saw, catching the attention of the other two. The three looked at an inflatable base with two pedestals in the center, one red and one blue. There was an attendant pony standing by it, with a standing sign beside him.

"Is that one of those gladiator things?" Restel asked.

Klaven nodded. "Yeah, I've seen them before, never had the opportunity to do them. What say you?"

Faltic looked at Klaven skeptically. "I don't know. I'm sort of ready to get out of here."

"It doesn't take long to do. Just one round?" Klaven continued.

"Yeah-" Restel joined in. "-One round shouldn't take long at all."

Though still skeptical, Faltic softly sighed. "Fine, but the card has no more credits on it."

"Oh, that's fine. It costs bits anyway. You can go pick out some prizes if you want." Klaven passed off the play card to Faltic.

"Alright, go on then." Faltic hesitantly allowed, watching both Restel and Klaven trot off in the direction of the inflatable platform. Turning towards the prizes, it was more of a prize room. Faltic stepped up to it, a whole corner of the arcade dedicated to trinkets and toys. Walls were lined with various items, and in the middle was a table with numerous different candies to pick from.

Though, first he needed to know how many tickets they had. Conveniently, on the wall was another swipe for the card. Despite all the others attached to games eating the credits, this one would display how many tickets a card held. Faltic gave it a quick swipe, and the screen flashed how many tickets the three had accumulated.

Four hundred twenty-six.

Not many, but it could rack up some assorted sweets. Faltic picked out a few candy bars. One that he knew Restel liked, and one that he knew Klaven liked. With how much the bars were, there were somewhere around three hundred tickets left for the spending. Faltic quickly spotted something that would fill those three hundred tickets, and would be something all three of them would have.

Faltic left the prize area with a small bag, quickly trotting towards the inflatable gladiator arena, spotting Restel and Klaven in the process. They were both strapping on foam headgear at the foot of their respective platforms. The two were exchanging words, but they were too far away for Faltic to hear.

Faltic arrived at the edge of the inflatable platform, now close enough to converse with the two. "You still haven't gone yet?"

Klaven turned towards the source of the question, seeing Faltic standing nearby. Restel was busy struggling with the strap on his chin briefly.

"Someone else went before us. We're still only doing one round," Klaven answered.

Faltic blew a heavier breath through his nose, growing a touch antsy. He would hate to have Whimsy wait any amount of time on him.

Restel and Klaven took their spots on their pedestals, both equipped with a long foam pole that strapped to their front hooves. It forced the two to stand on their hind legs, which, already being unsteady for ponies, the wobbling pedestals did not help.

The attendant pony stood in the middle of them, preventing any early starts. After confirming with the two that they were ready, he waved his leg between them, and backed up to the wall. Immediately, Restel looked as if he were out for blood, swinging his jousting pole left and right against Klaven, who responded by doing his best to deflect them.

All of the random swinging challenged Restel's balance, causing him to cease his attacks and focus on adjusting himself. For the brief moment Restel lowered his guard, Klaven still stood, and took a long wind up with his foam pole. Faltic swore he could see a maniacal look in Klaven's face as he wound up.

Klaven unleashed a direct hit with the brunt of his foam pole, striking Restel firmly on the side of his head, sending him tumbling off of his pedestal, crashing with a few rolls onto the inflatable ground.

Faltic almost choked on the air as the immediate reaction of laughing tried to come out, sending him coughing and laughing at the same time.

"YES!" Faltic heard Klaven shout out.

Klaven tossed his jousting pole towards Restel's laid out body, where it thumped against him, and came to rest near him. Klaven stepped off his pedestal on all fours again, wearing the most proud expression Faltic had ever seen him with. Overcoming his fit of coughing, Faltic trotted to the other end of the platform where Restel was laid out.

Still, with laughter and a tear in his eye, Faltic tried to speak to Restel. "You good?"

Restel was wordless as he raised only his head to look around. His eyes were swirling, and his headgear was knocked around, only halfway on his head. The look he gave sent Faltic back into his fit of amusement. Klaven stepped up to Restel, a bounce in his step, but offering his foreleg to help him up.

Restel wearily took it and stood up, unbalanced, but standing.

"You got decimated!" Klaven said as he helped Restel up.

Restel, being humbled, and completely dazed, patted Klaven on the shoulder with his hoof. "You done good."

*****

Faltic was the leader of the pack as he hurried the other two along back to the hotel, carrying the prize bag along the way. Noon was here, and after making the quick drop off of their prizes, he already had a route to beeline for Whimsy's place.

Once up the stairs on the floor their room was in, there was a pretty obvious scene happening adjacent to their door.

Their next door neighbor, an orange pegasus with a mohawk mane that shared the same colors as fire, was standing outside with several luggages.

Though neither Faltic or Restel were interested, Klaven decided to start a conversation with her as they all stood in front of their door.

"Going out of town, Tinder?" Klaven asked. He'd seen her before. Of course, working the front counter meant he'd seen a lot of the residents here before.

Her somewhat raspy voice sounded frustrated, but chilled at the same time. "Nah, getting kicked out."

Klaven hadn't heard about that one. Must have happened when he wasn't working. "Kicked out? What for?"

"Playing with fire in the room too much,” She said nonchalantly.

Faltic and Restel shared a look with each other before returning their gaze to the fire-y maned pegasus.

"Oh yeah? How'd you get caught?" Klaven pressed.

"Housekeeping found my pillows and bed stuff either burnt, or in ashes. I was being safe! I'm great at controlling fires,” Tinder huffed.

Klaven chuckled. "So I've heard. Shame you're going though. Good luck, wherever you go."

The orange pegasus produced a lighter, and held it within the feathery grasp of her gray wings. "Yeah, thanks. Don't diss how cool lighters can be." Tinder flicked the lighter, and the thin pillar of flame stretched almost the whole length of her head as she trotted off with her luggage.

"Interesting character," Restel noted. Klaven nodded in agreement. "Yeah, she likes fire."

Faltic had zoned out, lost in a moment of thought after the orange pegasus had trotted away. Suddenly, Faltic's head perked up, attracting the curiosity of Klaven and Restel.

"The room's vacant now, right?" Faltic hastily asked, looking right at Klaven.

"Uh, I guess so? She's gone, so there's nopony occupying it now."

Faltic was smiling almost ear to ear as he asked his next question. "If you can get Whimsy in here, can you get her in that room? It’s adjacent to us."

Restel sighed, rolling his eyes. It was ignored by Faltic. Klaven only quickly flicked his eyes to him, then back at Faltic.

"I mean, sure. If I can get somepony in here, I can assign them to a room," Klaven said.

"So eager to expose changelings," Restel mumbled, garnering a brief stern look from Faltic, before he looked back at Klaven with a happier expression.

"So, could you?" Faltic asked.

"Magic word?" Klaven said. Faltic knew right then that it could happen, and that he had many thanks to give Klaven once it happened.

"Please?" Faltic said swiftly.

Restel regretted not having the key card to get in the room with him. What did he do to deserve having to listen to this?

"I'll do my best," Klaven nodded.

Faltic felt like he could run for miles with the excitement he was concealing. With the thought of running, the idea of getting to Whimsy as quickly as he could came to mind. "Oh! I gotta get moving! Whimsy!" Faltic grabbed a couple of items from the prize bag he'd carried on the way back, and passed the bag off to Klaven. "I'll see you two at the convention center!" Faltic said as he picked up steam, making a quick dash for the stairs.

"Y'know we could've brought these here! You didn't have to come!" Restel shouted after him, but it was too late. Faltic had vanished around the corner for the stairs.

With just a moment of silence between them, Restel poked the bag. "Hey, what did Faltic pick out?"

Klaven reached in, and pulled out a couple of different candy bars. "Huh."

"Oh, I love that one." Restel took the blue wrapped bar from Klaven.

Klaven was left holding a different candy bar, one he was familiar with. "He picked out some stuff for us, how nice."

"I'll say." Restel's speech was muffled, as he'd already tore into his candy bar.

Klaven reached into the bag again, and withdrew two sets of fake teeth, both with long fangs on them.

Both of the changelings looked at the teeth, then at each other. "He's joking, right?"

Chapter 8

Faltic had hastily taken his leave from the trio in an attempt to make no compromise for Whimsy. Both Klaven and Restel already knew of Faltic's destination, so they were in no rush to chase him down. In fact, the now duo of changelings retreated back into their room, which was, coincidentally, just beside them. It was still a mystery to Restel and Klaven as to why Faltic decided to follow them all the way back, rather than go straight for Whimsy, but they both shrugged it off as they entered their room. The moment the door closed, both changelings reverted back to their original form with a quick swirling blaze of green fire.

"Ah! Shoot!" Klaven said in a slight panic.

Restel turned around to see what Klaven's commotion was about, only to find him swatting at a pinch of green fire that had caught the bag he was still carrying. Relief flushed over Klaven's body once he extinguished the small blaze. "Forgot I was still carrying that." After which, Klaven promptly tossed the prize bag on his bed.

Restel scoffed with slight amusement at Klaven's pyrotechnics. With a quick stretch, Restel would have gotten onto his own bed, until he looked where it was, and the memory of it being a foam pit came back to him.

"Can we please get my bed back? My poor wings cannot do another night of this. Let alone trying to relax on it." Restel unfurled a translucent wing and coaxed it with his hoof as he spoke.

Klaven approached and stared at the foam pit bed beside Restel, a smile coming over Klaven's mouth. "Didn't Faltic say you were sleeping on the floor tonight? You know, for winning?"

Restel's gradient blue eyes rolled as he huffed. "But it's not tonight, and I want to lay on my bed. Otherwise, I'm taking up yours for now." Restel pointed a hoof at the adjacent bed that Faltic shared with Klaven.

Klaven weighed his options momentarily. The only reason Restel had his own bed was because of how much space he takes when he sleeps. Klaven had never seen another changeling move so much while asleep. Faltic was much more polite, and so was he, to his knowledge.

"Alright, but you're helping me get it back," Klaven offered.

Restel nodded in response. "Fine. Where did you put my bed stuff?"

Klaven was all smiles as he made for the door, shifting into some disguise of a mare Restel had never seen before. "Storage."

*****

"No, put the corner of the sheet under the mattress. They're fitted," Klaven ordered.

Klaven and Restel had managed to bring the bedding back to their room. After a couple of trips and several treks up and down the stairs, they managed to retrieve all of Restel's bed belongings. Mattress, sheet, blanket, and pillows.

Restel yanked the corner of the sheet underneath the mattress, only to watch helplessly as another corner popped loose. Sighing, Restel trotted over to the loose corner of the bed.

Klaven almost looked amused.

Restel grabbed the loose sheet, lifted the mattress slightly, and tucked it back into place.

"There." Restel nodded as he spoke, broadly looking around the bed for any mishaps.

Klaven occupied himself by organizing the foam cubes that now littered the floor, taking up a majority of the floor space. The cubes now formed a rectangle in the most open part of the room in front of the beds, with many others still scattered around.

"Pillow!" Klaven announced to Restel, as he grabbed one from the floor and tossed it on the bed. Upon landing, another corner of the sheet popped free. Restel snapped his look towards Klaven, staring daggers as Klaven chuckled.

"Why?!" Restel huffed.

"Oh you'll be okay, just fold it back in," Klaven assured. "Next comes the blanket anyway."

Restel shook his head as he turned back for the exposed sheet. "Bebehbeh, you'll be okay, memhumhuh, blanket comes next." Restel audibly mocked Klaven as he returned to fix the sheet.

Once folded back into place... again, Restel carefully removed the stray pillow from the bed and grabbed the blanket. "What're you doing with those things?"

Klaven stood, surrounded by a knee-high wall around him, with only a small gap on one side. "Just making where you'll be sleeping tonight more accommodable."

Restel paused for a moment, blanket in hoof, then raised a brow. "Are you making me a dog house?"

"Hey, you called it that. Not me." Klaven chuckled as he continued putting foam cubes into place.

Restel turned back to the bed with a scoff, carefully spreading the blanket over it.

"I uh-" Klaven started, Restel turning to look at him. "-Don't know how I'm going to put a roof over this."

"It'll be just fine the way it is. Four walls to keep you and Faltic out is all I could want." Restel turned back to the blanket, spreading it over the bed.

"I'm going to write mail to your new place." Klaven stepped out from within the walls of the foam cubes. The walls stood almost neck high now, but there were still a few leftover cubes littering the floor.

Restel was finishing up making the bed, laying the pillows at the head of it, now crawling on top to lay down. "Well, it's not mine yet, it just got finished being built today."

Klaven took a few steps to the window, peeking out from beyond the curtains. "Hey, how long were we doing this?"

Not moving his head to look at Klaven, Restel shrugged with his hooves behind his head. "Don't know. Couldn't have been too long, could it?"

Klaven drew the curtains open, revealing a near-setting sun. Restel turned his head to look. "Huh, look at that." Restel watched as Klaven navigated past the foam cube walls and those that scattered the floor. "Should probably get going to the convention center. Faltic's going to be meeting us there, don't want to keep him waiting."

"But I just got in bed." Restel huffed sarcastically.

"It'll be fun I think. Plus we get to hear all about Faltic's date." Klaven tried to bargain for Restel's attendance. Rather, Restel rolled his eyes. "As if that's a selling point for me."

Klaven briefly looked over to his own bed where the bag still lay. Trotting over to it, Klaven pulled out one of its contents, which was another blue-wrapped candy bar that was identical to the one he’d seen Restel pull out earlier.

"Would you do it for a candy bar?" Klaven asked as he waved the bar in the air.

It got Restel's attention, as he turned to him. Restel's brow scrunched, but he had a smile on his lips. Restel stood up and snagged the bar from Klaven's hoof. "Would I do it for a snack? What am I, a dog?" Restel proceeded past Klaven for the door, donning his usual green coat, gray-maned earth pony disguise with a swirl of green flame. After which, the wrapper had completely burned off, leaving a soft chocolate bar behind, which he popped into his mouth. “He got me two. Sweet.”

"Also, don't forget this," Klaven said as he tossed Restel a pair of fake fanged teeth. Restel caught it with a hoof and looked at Klaven with no more than a deadpan look and a raised brow.

Klaven shifted into his usual garnet coat, black-maned unicorn self, and smiled at Restel, flaunting a pair of fake fangs for teeth as he now hid his real ones.

Restel only facehoofed in response.

*****

The Manehattan Convention Center was nothing short of spacious. Upon entering, the disguised duo of changelings were greeted with a main lobby that was bare in terms of furniture, but nowhere near lacking in other ponies. The volume of the crowd inside wasn't exactly deafening, and both changelings stepped in, finding an empty spot near the door and idly scanning the crowd.

At least, Restel was. Klaven was busy admiring the spot where they'd stopped at.

"Wow, there's a whole fountain in here, plus a waterfall," Klaven stated.

Restel turned to look, and while the fountain that ran along the wall was pretty, finding Faltic took priority. "Could you help me look for Faltic? It could be a minute before we find him in here." Peering over the crowd yielded no results. However, it was easy to cross many ponies off the list when most of them were wearing ridiculous-looking outfits, trying to mimic the look of another pony. Restel scoffed upon seeing a pony attempting to look like Celestia. "Amateur hour in here."

"I'm sure we'll see Faltic when he shows up." Klaven tried to assure Restel, but Restel's unchanging countenance didn't help Klaven think he was helping.

"Yeah, just look for somepony that looks dumb. That's our Faltic," Restel joked, hinting a smile as he said so.

Just beyond the herd of ponies gathered in the center of the room, Klaven noticed a line was forming, and piling up along the wall to their right.

"What's the line for?" Klaven asked. Restel only shrugged his shoulders in response. His curiosity unsatisfied, Klaven started taking steps towards it. "I'm going to go see what's up."

"Alright," Restel said. Surely Faltic would be here by now. If not, then soon. It was at least humbling to see so many other ponies try their hoof at imitation. A skill which changelings knew since before they could speak whole sentences.

With still no sign of Faltic, Restel watched as Klaven tried to peek past other ponies and manage through the crowd. After which, Klaven turned around and made his way back to Restel.

"Sign-ups for the contest." Klaven was smiling an uncomfortable amount as he said that, so Restel thought.

"You really want in on that?" Restel asked, losing hope of saving his dignity.

Klaven nodded. "Yes. If it'll help, we'll make Faltic go first since he's holding us up." Restel's shoulder was nudged as Klaven tried to wager for his agreement. It seemed to work, as the thought of getting Faltic on stage could be pretty funny.

Restel sighed, caving in. "Fine. We'll go with it."

"Yes!" Klaven exclaimed. "Show'em!"

"Show... what?" Restel asked, confused.

"You know what. Show'em." Klaven spoke as if he knew something Restel didn't. Which, he did.

"I swear-" Restel started, before flashing a strained smile, revealing the fake fangs in his mouth. It was enough to make Klaven chuckle in amusement, and it was also enough to break Restel's mock stoicism, breaking his strained smile into a genuine one.

"Oh shut up," Restel said before lightly shoving Klaven's shoulder and having a small fit of laughs. Restel trotted past Klaven for the line, which had only been growing since their arrival. Once in the queue, Restel kept his head on a swivel, trying to find a light blue earth pony somewhere in this crowd.

Many minutes of patience later, Restel and Klaven had made it to the front and were properly entered into the contest.

"I'm Klasp-" Klaven held a hoof to his chest, and then pointed it at Restel. "-That's Resin, and our third isn't here yet. He's Enthrall."

Restel couldn't help but think the mare behind the table gave the lowest effort possible when trying to look like somepony else, with her only wearing a hairband with a unicorn horn on it.

She frivolously wrote onto notecards as she spoke. "Uh huh. And what will you three be?"

Klaven spoke up immediately. "Changelings."

Restel knew Klaven wasn't outright trying to expose changelings, but it was still an odd concept to him that they could just approach somepony, say they're changelings, and have proper context behind it for nopony to bat an eye. Faltic was a completely different case.

The mare behind the table pointed to the escalator halfway across the room. "Well alright Klasp, there's a room just up the escalator there, so you can properly get into costume before the contest." She passed on three lanyards to Klaven and Restel. The third presumably for Faltic. Klaven wrapped his around his neck, proudly displaying 'Clasp' on his chest. Restel took the other two and only held onto them for now.

"And here's this too." Klaven was given a folded pamphlet. A quick glance at it showed that it contained everything about the event.

"Thank you much," Klaven said as he led Restel away from the table and towards the escalator.

"She spelt your name wrong." Restel chuckled as he pointed out Klaven's lanyard.

"Huh?" Klaven held up his name card, and tossed it, only to have it bounce back to his chest. "Oh come on! I should really specify that it starts with a K."

The duo stepped onto the escalator and let it carry them up to the next floor. Restel was turned, looking over the crowd, with nopony matching the description of Faltic's disguise. Klaven, however, was busy looking over the pamphlet for the event. There weren't as many ponies on the next floor, especially when compared to the one beneath them. Again, it was bare of furniture, with the exception of a few chairs further down the space in the corner. Walls were made of glass, and the view of Manehattan from a second story perspective was outside.

Signs in the shape of arrows led the way straight to the room aforementioned by the mare at the table.

Restel stopped Klaven at the door. "Wait. Is this really a good spot to, you know, swirly fire thing? There's gotta be other ponies in here."

"Well... Let's see." Klaven slowly peeked his head around the doorframe. After a second, Klaven felt something pressing to the top of his head, and looked up to see Restel's green head atop his.

"What? I wanted to see too," Restel said.

The two looked into the room, and found that almost a dozen other ponies occupied the space. Strewn about the place were various props, wings, and on a table sat the head of a costume.

"This is the weirdest thing I've ever seen. And I've seen Faltic," Restel mentioned, eliciting a small chuckle from beneath him. Both disguised changelings retreated from the doorframe. Klaven turned to look around for any hidden space to change. It was a long, wide space that stretched from one end of the building to the other. Though there weren't too many ponies on this floor, there was never any sense in taking an unnecessary risk with shapeshifting.

Klaven's eyes stopped on a large banner that sat in the middle of the floor. It was an advertisement for the convention currently going on. Most importantly, it was big enough to where he could hide behind it to shapeshift. Klaven nudged Restel's shoulder, and poked his head in the direction of the banner. "Hey, let's just do this," Klaven said as he trotted off, slipping behind the banner. Once on the other side, Klaven made a quick scan of the rest of the space around him. After not seeing any other ponies around, and briefly stopping himself to take off his lanyard and set down the paper so as not to burn them, Klaven shifted his form into his normal changeling self, minus one feature.

Klaven wrapped his lanyard back on his neck and reappeared from the other side of the banner as a normal changeling. However, Restel immediately spotted the inconsistency, pointing at Klaven's legs with his hoof. "Where's the holes in your leg?"

"I think ponies would be a little skeptical if we had actual holes in our legs, right?" Klaven held up his foreleg to demonstrate his point.

"And the eyes?" Restel asked. Klaven had retained his normal non-reflective eyes.

Klaven blinked. "Contacts."

Restel was at a loss trying to find any flaws with Klaven's ideas. Especially when Klaven brought up his next point. Smiling, Klaven revealed his fangs, only to take them off, revealing normal teeth.

Restel nodded, looking a little impressed. "Look at you, covering bases and coming up with ideas." Restel ruffled Klaven's webbed-mane as he trotted past, disappearing behind the same banner Klaven had used, and reappeared moments later as a typical changeling, minus the holes.

"Yo, nice cosplays dudes!" Both changeling's eyes snapped to the voice. It was some pony with fake wings, a jungle jacket and a pith helmet showing them a smile. Klaven half waved. "Thanks, yours too."

Restel watched as the pony who complimented them rounded the door into the costume room, then turned back to Klaven, who was proudly wearing his smugness.

"I'd knock that look off your face if you hadn't come up with this," Restel said through his own contagious smile.

"Sounds like jealousy," Klaven mocked.

Just then, a familiar voice reached the ears of the two changelings. It sounded drowsy.

"What're you two doing?"

Both changelings looked to find that a light blue earth pony had approached them. Although the two recognized him immediately as Faltic, there was something off about him.

"Woah. You look completely defeated." Restel pointed out. Even with his disguise, Faltic's eyes had slight bags underneath, and his eyes hung half open.

"And you look like changelings. With... no leg holes." Faltic responded, yawning afterwards, contagiously spreading to Klaven.

"Yeah, that's who we are for the contest," Klaven said after his yawn. Klaven passed off Faltic's lanyard to him, which Faltic looked at the name 'Enthrall' written on the card.

"No, really, you look like you could pass out at any moment," Restel said, sounding a little more concerned for his friend.

Faltic sluggishly waved a dismissive hoof at Restel. "Oh, no, I'm fine. Trust me. Me feeling like this was well worth it." Faltic ended his sentence with a slight smile, and stretched his legs in the process.

"I'd say spill it with what happened, but go put on your changeling outfit, you'll be more comfortable. Klaven and I went behind that banner." Restel winked to Faltic when he mentioned 'changeling outfit,' and pointed Faltic in the direction of the concealing banner.

"Sure, sure." Faltic got the hint. It is a cosplay event, after all. Using the right terminology would keep any suspicion low. Slowly but surely, Faltic went behind the banner, and returned out the other end as a changeling, minus any leg holes. Not having to wear a disguise was less taxing on a changeling's energy than maintaining a fake look all day, so Faltic felt slight relief on his drowsiness.

"Lanyard?" Klaven asked. Faltic looked around, then turned back for the banner he had come from. "Oh. I left it back there." Faltic took just a moment to retrieve his lanyard, and returned to the two with it around his neck. Restel was looking at him half expectantly. "So? Details?"

"Pfft. I'll tell you later." Faltic waved a hoof at Restel again, smiling a little brighter.

"I wait with bated breath," Restel said sarcastically, but paused when he noticed something. Restel pointed at Faltic's face, squinting his eyes. "Don't tell me..."

Faltic started to chuckle as he flared his teeth in a full smile, revealing false fangs. "I got three of them for a reason."

Restel exhaled an exaggerated sigh as he couldn't help but laugh a little. "I gotcha," Restel said as he turned to Klaven. "So what's in that pamphlet?"

Klaven quickly unfolded the paper. "Right. I looked at it on the escalator. The contest doesn't start for another half hour, and there are other small things going on, but it says participants should meet up at the main event's hall before."

"So, pretty much now?" Restel asked.

Klaven nodded as he folded the paper back up. "Pretty much now."

"Well, where's main events?" Faltic asked, suppressing another small yawn with a hoof over his mouth.

"Downstairs. Saw it when Restel and I got here." Klaven took the lead in guiding the other two back to the escalator down. However, only Restel followed Klaven to the escalator. Faltic opted for the normal stairs, trotting downstairs alongside the other two.

"What're you doing?" Restel put his forelegs on the railing as he watched Faltic keep up with them.

"Something to keep me awake," Faltic answered, swerving past another pony who was going up the stairs.

The three reunited at the bottom, immediately returning to the herd of what felt like hundreds of other ponies. The volume of the crowd heightened as they reached the ground again. Klaven retained the role of the leader of the three, and swerved between and through the traffic of other ponies.

Upon entering the main events room, there were a sea of chairs lined up in rows with gaps in the middle and sides. The gaps led up to a stage in the far back of the room. Already at the stage was a small congregation of ponies who were in full costume. Some of which were disappearing behind a curtain to the side of the stage.

"Ooh boy," Faltic said, sharing a look with Restel. Restel was sharing the mood. Partially not wanting to be here, partial cringe, and partial curiosity to just see what is going on. As the three pressed on and passed through the curtain beside the stage, there was another congregation of costumed ponies. Light fixtures and metal trusses lined the walls, and a small staircase leading to the stage.

"Oh my gosh!"

A high pitch voice rang out, and the three changelings swiveled their heads to the source to find a smaller pony running up to them. She wore a black morph-suit that covered her whole body, with the exception of her face, a dark blue saddlebag strapped to her torso, a flimsy pair of wings, and had a wig of a thin mohawk running along her head.

"You guys are changelings too! And you all look amazing!" The filly squealed in amazement for the real changelings.

Klaven was the first to engage in any conversation with the young pony. However, Restel and Faltic looked back at each other again. "Is this what it's like to be impersonated?" Restel spoke quietly to Faltic as they both snuffed laughter with their hooves.

"Yeah, they're special contacts," Klaven said, as Faltic and Restel turned back into their conversation.

"They're so cool! I only have these." The young pony pulled down a pair of sunglasses with blue lenses over her eyes. "Mom said I look just like one, but you guys look way better!"

Klaven laughed slightly and rubbed the young pony's head with his hoof. "You look great."

Restel and Faltic turned their attention away from Klaven and the filly. Rather, they took a few steps towards the curtain that led to the stage as they heard a voice come over the speakers, welcoming guests and announcing the cosplay contest will begin soon.

"You guys are going up pretty early." The young pony pointed out, pointing a hoof at Klaven's chest.

"Huh?" Klaven took his lanyard and held it up to look at.

"Yeah, you get a number, and yours is pretty low." Klaven observed his card, and only now noticed the small number beneath his name. Initially, he just skimmed over it, not thinking much about it.

The announcer on the speakers called out for contestant one, followed by one of the ponies behind the stage with them to walk onto the stage. The faint rumbling of ponies stomping their hooves on the ground in applause reached their ears.

"Didn't know that," Klaven stated, still staring at his card.

"Well, I gotta get back to Mom, I hope you three win!" With that, the small pony turned hoof and ran back to another, fully grown pony. Klaven watched her do so, as the space behind the stage wasn't exactly big. There were still several other costumed ponies gathered in the space, and a line that went out beyond the curtain to where they had come in from.

Klaven turned to see that Faltic and Restel had moved to stand beside the entrance to the stage, and made his way to them, needing to inform them of going out so early.

The voice called out for contestants two and three, being a duo, followed by another couple of ponies going onstage and the not-so muffled applause of ponies on the other side.

Restel peered a side-eye at Faltic. He looked as if his dreariness was returning to him. Restel watched as Faltic yawned once more, and even blinked slowly. Was there a possibility his time with Whimsy didn't go so great? That would be nice for him, but again, Restel would rather try to cheer Faltic up, if anything was wrong. Or, at least, wake him up.

"I hope the audience seeing your natural face doesn't scare them too much," Restel said quietly to Faltic, nudging his shoulder.

Klaven stood beside them, trying to find a point to intervene in the conversation.

Faltic, in response, shoved Restel's shoulder back, attempting to suppress smiling. "I hope you don't surpass the stage's weight limit."

The fat joke sent Restel into a small fit of chuckling. "Oh shut up. I can't help that muscle weighs more than fat," Restel mocked, flexing his foreleg in front of him.

"Hey, uh-" Klaven started quietly, but not getting the attention of either one of them.

Faltic swatted at Restel's flexing leg. "I literally beat you in the punching thing earlier today. Put those slim jim's down."

"Slim jim's. You got a slim brain, I'll tell you that." Restel shot back, setting his leg back down.

"Hey! You two!" Klaven spoke a bit more sternly, finally garnering the attention of the two bantering changelings.

"Yeah?" Restel spoke first. Immediately afterwards, the voice on the speakers announced contestants four, five, and six, and the word 'changelings,' which sent visible surprise down Faltic and Restel's bodies.

Klaven smiled sheepishly, nodding his head in the direction of the stage. "We're up."

Once again, Klaven led the two out of the backstage area, and onto the platform of the stage. Faltic and Restel opted to hang back and watch Klaven. Faltic heaved a sigh as they took their first steps on stage. "Oh boy."

Bright lights nearly blinded them as they took their first steps, but their eyes quickly adjusted to the light. Although they could only see the first couple rows of ponies in their chairs, the sound of their applause was much louder than anything the first rows could produce. There was one other pony on stage, levitating a mic near him as he welcomed them to the stage.

Klaven, to neither of the other two's surprise, took center stage as Restel and Faltic stood to the side, watching him and scoffing in the process.

Restel leaned in slightly towards Faltic. "Is the place really this full? I'm surprised so many ponies are here."

Faltic gave one hardy laugh. "And I'm surprised the stage isn't cracking under all the weight you've put on it."

Restel pushed Faltic a few steps closer to Klaven at center stage. "I'm surprised my hoof isn't cracking like thunder, chopping your face in front of all these ponies."

Both of them shared a devious smile. Faltic grabbed Restel's holeless leg, dragging him across the stage with him. "Only thunder there's going to be is when you drop off this stage and land face first on the ground!" Faltic had managed to sling Restel into the side of Klaven, causing Klaven to stumble further stage left.

There was a small murmur of laughter from the audience. Bits and pieces of their banter had reached the ears of the crowd.

"Alright alright, exit stage left. You three really act the role." The stagepony announced, chuckling as he ended his sentence.

"Hah. Ladies first." Restel motioned for the steps that led off the stage to Faltic, who looked at him with a slightly tilted, deadpan face. "That is such a low joke. I'm getting off of here."

With that, Faltic took the steps down, followed by Klaven then Restel. The trio walked back up the aisle along the wall towards the back of the room. Faltic spotted an empty circular table in the back with a few chairs around it, and led the other two to it.

Faltic took his seat as the other two followed suit, adjusting their chairs so that they all faced the stage. The circular table they sat at was in a darker corner of the large room, the farthest away from the nearest pony than they’d been all night.

"I think that was neat." Klaven spoke up, smiling a little and looking over at Faltic and Restel. Both of them looked back at Klaven with a more smug smile. "Oh yeah, really cool," Restel said sarcastically as both he and Faltic snickered.

"Well, I think it's alright. It's like an event dedicated to how well you can be a changeling." Klaven defended himself.

Faltic gestured towards the stage. "Yeah, if the changelings had no concept of shapeshifting. Look at that." All three pairs of eyes turned their attention to the stage, where some gray pony with a giant box on their head stood. The box had a rough drawing of a face on it.

Restel was the first to break into laughter as the other two contagiously joined in. "Who is that even supposed to be?"

"I think... Caballeron? From Daring Do?" Klaven guessed. Faltic jumped in on that assumption. "I mean... kinda? Pfft. I could look identical to him faster than it took her to find that box she's wearing on her head."

Faltic propped his head up on his hoof, letting his weight relax. The slight adrenaline and anxiousness of being on stage was wearing off, and his drowsiness was returning. Faltic heaved another yawn as he felt a tap on his shoulder.

"Yo, it's time to tell us how that time with Whimsy went," Restel stated. Faltic saw Klaven nodding his head just past Restel.

Faltic raised his head and stretched his shoulders. "Alright. It went pretty good. I don't know why I get so tired after every time. I thought it was missing a whole night's sleep from going to that campground a while back, but jeez, I feel utterly drained this time."

Klaven spoke up past Restel. "What'd you do?"

Faltic wore a smile and chuckled briefly. "We cuddled a little."

That answer elicited a groan from Restel as he leaned back in his chair, throwing his head back. Klaven was smiling at Restel's reaction.

"Oh don't be jealous," Faltic said smugly.

"I'm not jealous." Restel started as he leaned back forward. "That's just probably why you feel like that. Sounds more like to me that you're really teasing that commitment part."

Faltic ignored him for the moment, smiling as he went on. "Her mane and coat smelled so nice, and both were really soft and warm. And she still wore that beanie during it."

Restel faceplanted into the table as Klaven just exhaled his laughter through his nose.

"Well I'm happy for you. It sounds like you're making progress,” Klaven offered.

Restel picked his face up from the table, but kept his head on it, his chin now resting on the table. "Whatever. You know what I've said."

Faltic nodded. "I do, I do. And you know what I said. Trust me."

Restel blew a puff of air in response.

The next few contestants went by. The energy had seemingly dimmed somewhat. Faltic had crossed his forelegs on the table and rested his chin on them. The three did still occasionally pick fun at the more 'shoddy' costumes, and gave credit where it was due to the ones that went above and beyond.

"But, c'mon, I could look like Cadence without spending thousands of bits," Restel mentioned.

"We all could," Klaven added.

Faltic had begun to tune out, growing weary of watching costumed ponies cycle through, but the always audible sound of the crowd cheering came and went in waves. Though more than ever, Faltic was ready to get back to the hotel. The trek there wasn't going to be the most pleasant thing, but the reward of his bed made the thought bearable.

Nothing in his body ached. In fact, everything felt fine. It was just his energy. It was chewed away, spending time with Whimsy. Sure, he got his fill of love, the most delectable love he could say he'd ever tasted, what with it coming from somepony he might say he loved.

Oh well, Faltic thought. They'd already discussed their next date, and Faltic was ready for a night of heavy slumbering.

Faltic found his eyes dozing shut, and quickly snapped them back open. Rather than look at the stage, Faltic swiveled his head left, still resting on his hooves. Observing the crowd might offer some escape from the grasp of suddenly crashing asleep.

The lights in the back of the room were off, and making out pony's features was slightly more challenging. Thankfully, having retained his natural changeling eyes, seeing was hardly an issue.

What did catch his eye was a lone pony sitting opposite of the room. Scrunching his brow and peering at her, Faltic began to notice some familiar features: a cream colored coat, an oh so familiar black coat and toboggan, and her mane strewn out beneath her headwear.

Whimsy?

Faltic's head shot up quickly, causing the other two to look over at him.

"You good?" Restel asked.

Faltic hardly turned to look at him. "Yeah... I think I see Whimsy."

Both Restel and Klaven craned their necks to look past Faltic. "Really? Oh." Restel had spotted the lone mare sitting across the room by herself. "Yeah. Looks like her."

"I had no idea she'd be here. I gotta go say hi,” Faltic stated. Though, a hoof on his shoulder stopped him. Faltic turned to look, and it was Restel's. "Dude, no. You already spent time with her today, and we're about to leave anyway. Let it go."

Faltic peered at Restel briefly, before nudging out of Restel's hoof. "I won't be long. I'll just go chat with her and I'll come right back to you guys."

Restel's chest deflated as he sighed. Faltic saw some concern in Klaven's face.

"I won't be long," Faltic repeated before placing his lanyard on the table, then ducking underneath it, concealing himself with the cloth that draped to the floor. Faltic emerged as his earth pony counterpart; Enthrall.

"Whatever." Restel huffed, crossing his forelegs as he watched Faltic trot away from them, headed for Whimsy.

Chapter 9

Restel and Klaven both watched as the now disguised Faltic left them, taking his seat next to Whimsy across the room.

The line of contestants for the contest was wearing thin, as announced by the stage pony, and still the occasional applause of the crowd filled the room. Restel still had his forelegs crossed as he turned away from disguised Faltic, returning his gaze to the stage, but not paying attention to it. However, Klaven looked concerned. Klaven was the last of the three to scout in Manehattan, and from what he saw of Faltic and Restel, genuine arguments were few and far between.

Klaven decided to try and pry into it. "What's your gripe with Faltic and Whimsy anyway?" Although Klaven tried to sound as inoffensive as he could, Restel exhaled heavily from his snout after.

"I don't like it. You've heard me explain it some before." Restel sounded annoyed. Klaven, though not wanting to irritate him more, thought that maybe he could ease his nerves.

"Yeah, but, what's the issue that caused you to still be holding a grudge over it? It's not jealousy, is it?" Klaven solemnly asked.

Restel scrunched his brow and finally turned to face Klaven. "Hell no. And it's not that I'm worried he'll leave us for her either."

There was a brief moment of silence before Restel shrugged. "Well, I lied, maybe a little. But that's not my main concern."

Klaven's look of concern softened as he spoke again. "What's your main concern?"

Restel sighed and gestured one of his legs towards the direction of Faltic, who was engaging in some conversation with Whimsy that neither of them could hear. "Us being exposed again. You remember what happened in Canterlot. Rest easy to those who didn't survive the impact. The three of us are lucky to be alive. I don't want a repeat, and I don't want the royal guard intervening and ending up offing Faltic. Us too, for that matter."

Klaven was quiet as he looked down at his legs, processing what Restel had explained.

Restel picked up the conversation again, chuckling briefly. "And, hah, I know we're playing with fire here." Restel pointed at themselves, as they were still slightly modified changelings. "But the context is right, and these ponies have already forgotten the threat of changelings, seeing as how they're even dressed up as us."

A short moment of silent recollection happened between the two again as Restel continued once more.

"But what happens when it's real? When Faltic has to come clean as a changeling? You know, those creatures stigmatized to be ugly, ruthless, harmful even? I don't want to go back to the hive carrying the fault of being the one to let our whole scouting operation slip."

Restel felt Klaven tap on his shoulder. "You're monologuing."

Both changelings shared a quick laugh as they realized the awkwardness of the situation. Though, Klaven eased it up right away. "I get it. I know you worry."

Restel sighed again, staring blankly at the table. "Yeah... though, I should never have really been here, but whatever Chrysalis needs, I suppose."

Klaven's ears perked up at that. That was new. Restel always looked like he enjoyed scouting. "Never should've been here?"

Restel nodded. "Involuntarily drafted. Somehow. Left someone to be here. I can only hope they're alright. But psh, let's not have a pity party." Restel quickly changed the subject, deterring from it with a quick laugh. Klaven slightly picked up from it, offering a smile in return, but something still prodded at his curiosity.

"Alright alright. But I have to ask, what's this Cyril thing you keep mentioning?" Klaven asked.

Restel rolled his eyes and groaned, still smiling. "Oh my, Faltic was a wreck. Dude had like, a major crush on this one girl at the hive. I tried to help him get with her, and it went awfully." Restel ended up laughing at the thought of it.

He was cut off by Klaven pointing past Restel. "Look."

Restel turned his head to see Faltic up and walking with Whimsy, exiting the main event room through the door they came in. Before they left, both Restel and Klaven watched Faltic signal to them that he'll meet with them at the hotel. Klaven raised a leg and waved at Faltic as they left.

"Tell me about it?" Klaven asked. Restel turned his attention back to Klaven, a slight look of contemplation on his face before shrugging. “Sure, why not?”

*****

Faltic was surprised, to say the least. There was no previous hint that Whimsy would be at an event like this, or anywhere after their time together earlier. As odd as it was, Faltic certainly was not the one to complain about adding a little extra time spent with Whimsy today.

Perhaps today was the reason he was so tired. It was quite eventful; first was the arcade, followed by time at Whimsy's, then being here at this weird convention thing. However, there was little chance that the effect of tiredness was going to get to Faltic now. The idea of having the cherry on top of his day with Whimsy relieved him of any ailments.

Faltic, in his Enthrall disguise, had crossed to the other side of the room. Being in the back, it was dark, and Faltic had approached unseen. That was, until he made his presence known.

"This seat taken?" Faltic asked. Whimsy was clearly unaware, seeing as she jumped when Faltic directly talked to her. Faltic chuckled a bit in response as Whimsy sheepishly covered her face with her hooves. Faltic couldn't help but notice she was still in her black coat and toboggan, even in here.

Whimsy peeked her eyes out from her hooves, and stared down Faltic. "Don't scare me like that! I was completely zoned out."

Faltic sat close, scooting his chair over beside hers. He nudged her shoulder gently. "I know I'm scary, but I didn't think it was that bad."

Whimsy dropped her hooves to the table and stared at Faltic with a deadpan look, aside from her slight smile. "You're a nightmare, Enthrall."

"Adorable. I see you in my dreams too." Faltic joked. Whimsy planted her face onto her hooves on the table while Faltic laughed at his own joke. Just across the room, Faltic could see Restel with his forelegs crossed as he stared at the stage.

He'll be fine. I'll be back with them in no time. Faltic thought.

"I didn't expect to see you here." Faltic changed the subject. A thought crept to the front of his mind: did she see him on the stage just earlier? Whimsy picked her face back up from her hooves.

"I didn't expect to be here either. I just got here, wanted to see what was up," Whimsy replied. So she most likely hadn't if she just got here.

"Well? What do you think?" Faltic asked.

"I think this is the weirdest thing I've ever had the pleasure of seeing. But I can respect the passion." Whimsy chuckled after her response, eliciting some from Faltic also.

"Hah. I hear that."

There was a moment of silence between the two before Faltic picked it back up.

"It's late, isn't it?" Faltic inquired.

Whimsy turned to look towards the exit door, looking a little concerned. "Uh, yeah I guess. It's dark out. I just came from outside."

Faltic turned to look where she looked. He couldn't see any hint of outside, so he returned his gaze to Whimsy herself. "I can walk you home, if you'd like. It's a bit of a trot from here." Faltic knew he said he'd be right back with his buddies, but maybe he could get away with a quick trot to Entrot and back, rendezvousing with them back at the hotel.

Whimsy's eyes widened slightly at Faltic's offer, but she concealed it quickly with a small smile. "Oh, no I'll be fine, but thank you."

Faltic was curious. Like most of his curiosities, they had to be pursued. "Really? It's not a problem for me, especially when I get to spend a bit more time with you." After he finished, the concept of respecting her personal space came to mind, and he felt a slight sinking feeling in his chest that maybe he was pushing it too much.

"No, Enthrall, it's fine. Really. I don't want-" Whimsy stuttered briefly. "-er, need a buddy back tonight, but I really appreciate it."

But Whimsy acting aloof couldn't be ignored.

Faltic's ears turned to attention as Whimsy spoke again. "Speaking of, I should probably dip out of here soon." Whimsy pointed a hoof towards the exit doors just behind them. She had already halfway gotten out of her chair as she tried to excuse herself.

Faltic began to get up too. Internally, everything halted.

"Alright. I'll see you out at least. Never know what weirdos are out this late." Faltic tried to mask his indifference with a smile. To his slight relief, Whimsy chuckled. On their way towards the exit of the main event hall, Faltic spotted Klaven and Restel looking at him, and offered them a wave.

The two silently left the main event hall together. Although they were together again, Faltic couldn't help but notice a slight disconnect. He wasn't tired anymore, and his drive to make sure Whimsy was alright kept him chugging. Though, there wasn't anything wrong from what he could tell.

Back out in the biggest area of the convention center, the crowd had thinned from what it was earlier. Some stragglers still hung around, and it was much quieter than before. Now, finally with a view of the outside, it was completely dark out. Aside from the street lights, there was no sense to be walking alone, especially to Entrot.

Whimsy had fallen silent as they trotted past the remaining crowd of ponies in the lobby. Then again, so was he. Faltic decided to change that.

"You sure you're alright?" Faltic asked, hoping for clarification.

Whimsy didn't look at him, but she nodded. "Yes. I'm fine. I'll be alright going home too, promise."

Once again, both Whimsy and Faltic fell silent.

Internally, Faltic's thoughts rang louder than the murmur of the crowd as they approached the doors to leave.

See? She's fine.

Yeah, but she's being really... curt.

Half of him wanted to accept it and let it go, the other half knew something was amiss.

Outside, the air was cold with a gentle breeze. Stars dotted the sky as the moon hung overhead, and lamp posts lined the sidewalks with occasional light. Other ponies out during this time were scarce, and Faltic could only see three in the distance.

Faltic was suddenly wrapped up in warmth as Whimsy turned to hug him. She held onto his torso as she spoke. "I'll make it home safe, promise. I appreciate it though."

Hesitantly, Faltic returned the hug, and felt that familiar pang in his chest when it ended too soon, allowing the cold Manehattan air to take back over.

"Be safe," Faltic said, waving to Whimsy as she turned hoof and started trotting, leaving Faltic alone in the night.

Faltic stayed put and watched Whimsy put distance on him while his mind stayed in conflict.

Now go back to Restel and Klaven. They're waiting.

…

They can wait. I don't buy it.

Whimsy disappeared around a corner to the left, and Faltic began to take small steps in her direction.

I don't buy it.

After a short distance of trotting, Faltic ducked into a small gap between the convention center and its adjacent building. With a swift flash of green flame, Faltic emerged as a different pony. This time, a pegasus.

Picking up the pace, Faltic managed to reach the corner he saw Whimsy vanish around, conveniently spotting her further up the road as he rounded the corner. Countless red flags were waving, trying to tell Faltic to stop, let it go, and to trust her. Like walking through curtains, Faltic pressed past each one, pursuing the instinct of believing something was wrong.

She just suddenly appeared at the event. She didn't stay for long considering she said she 'just got there' and proceeded to leave. Then she was being short, vague, even.

Like replaying just a few moments ago, Faltic watched as Whimsy rounded another left.

Every red flag stopped waving and dropped. The way she was going, it wasn't the way to Entrot. She was making a circle. The direction she was going, she'd end up just on the other side of the convention center.

Using his pegasus wings, Faltic took to the air, cutting the corner through the sky, and ducking on top of a roof, looking down at Whimsy. The instinctual changeling prowess to stalk kicked in as Faltic was dead silent, keeping his eyes locked to the cream colored pony.

She'd come to a halt, looking both ways down the road. However, she didn't cross the street. Instead, she slipped between the gap of two buildings, as Faltic just had earlier. Quickly floating across a couple of rooftops, and Faltic was directly overhead. With a quiet shapeshift, Faltic reverted his ears back to normal, and turned them forward.

"Trot back to Entrot? Now? What a joke." Whimsy was mumbling to herself. Faltic could just barely catch her voice from a few stories up.

Just then, there was a brief flash of green as Faltic watched a flame engulf Whimsy. Once it settled, there stood a very familiar female changeling. Her longer webbed mane, and slightly more curved silhouette Faltic knew too well to not know who she was.

A sudden gasp escaped Faltic's mouth, and he saw as the other changeling's head swiveled rapidly left and right, trying to spot the source. Faltic covered his mouth and quickly ducked backwards, stumbling onto his haunches as he scurried further backwards. The sound of another wisp of shapeshifting reached his ears, and the sound of wings flapping in the cool air gradually grew closer. Faltic panicked, but managed to scuttle behind an air conditioning unit.

The gentle sounds of the air being whipped by pegasus wings lingered just beyond Faltic's cover. Faltic held his head, and covered his mouth with his best attempt to muffle his sporadic breathing, adrenaline threatening to expose him. After a brief moment, however, Faltic heard a small huff, and the sound of wings grew distant.

Faltic held a hoof to his chest, thinking back to what Restel had shown him, and inhaled deeply, before releasing slowly and extending his foreleg out. If his mind could emit sound from all of his thoughts, Faltic would've been revealed right then and there.

Peeking his head around the cover of the unit slowly, Faltic spotted... nothing. No pegasus, nothing in the distance, just night sky and the Manehattan cityscape. Releasing one more large exhalation of air, Faltic slumped his back against the unit, staring blankly to the distance.

That wasn't Whimsy.

It was Cyril.

Chapter 10

Faltic laid still, unmoving, with his back pressed to the air condition unit atop the roof of one of the countless buildings Manehattan harbored. It felt as if no other pony existed other than him. The gentle flow of the wind was the only sound heard. The rhythmic rise and fall of his chest was the only thing moving, as far as Faltic could see.

His mind was anything but still. A slew of clarity, questions, and memories all tried to claw their way to the forefront of his thoughts. Nothing could have prepared him to learn that Whimsy wasn't real.

Technically, she was, but she was brought to life by another. In an odd way, Faltic felt a sadness knowing that an opportunity he had for a real connection was lost, in the almost literal blink of an eye.

It was sickening, and Faltic felt a twist in his gut. Changeling's have little regard for their food. To think there was a sliver of a chance to deviate. Thoughts of Restel opposing his desires for Whimsy came to mind, but they didn't linger for long.

Restel... Klaven...

Faltic's ears perked up upon remembering his friends. He'd promised to be back, and he left them. Faltic sluggishly rose to his legs. If he were to find them anywhere, it would back at their hotel. A quick flash of green flame and one random pegasus disguise later, Faltic unfurled his feathered wings and took off into the night sky, heading straight for the hotel.

*****

Faltic stepped into the room alone, with no sign of either changeling in the room. Immediately, he dropped his pegasus disguise. He didn't realize how cold he was until the warmth of the room hit him. Flying alone at night opened up his mind to thoughts and scenarios with Cyril. It explained why he was getting so tired during, and after spending time with Whimsy. Cyril was siphoning love from him, same as he was to her. Wouldn't that mean she got tired too? If so, she was much better at masking it than he was. Was any of it... genuine?

Faltic's thoughts were broken up as he stepped further into the room, and noticed the enclosure of foam cubes lying on the floor. There was no roof, just four walls, and there were still stray foam cubes strewn about the room. Not paying anymore mind to it, Faltic stepped past it for the window, and stared. Cyril was here, out there somewhere.

The sound of the door opening caused Faltic's head to snap to the source of the sound. Faltic stared as a garnet unicorn and green earth pony entered, both laughing with smiles on their face, and one holding a plastic bag.

Restel and Klaven.

When the door shut, both of them immediately reverted back into their normal changeling forms.

Klaven quickly swatted the handle of the bag he carried, extinguishing a small green flame that lingered on it.

"You really have to stop doing that." Restel poked fun at Klaven, before making eye contact with Faltic. "Look who's here," Restel said, losing any mirth he had in his voice.

Both Restel and Klaven stepped into the room, climbing atop the first bed together.

"I can explain," Faltic began, but quickly got cut off by Restel. "Better be a good explanation for ditching us the rest of the night."

Faltic hesitated, collecting himself before fully facing Restel across the room, and coming clean. "It's Cyril."

Both the other changelings gave Faltic their full attention, pausing for a second upon hearing the news.

"What? What's Cyril?" Restel asked.

Faltic stepped up to the other bed. "It's Cyril. Whimsy is Cyril."

Restel and Klaven shared a look at each other, before turning back to Faltic. "You're joking, right?" Restel asked.

Faltic's brow scrunched. "No, it's not a joke. I followed Whimsy after she left the convention. She dipped into some alley and dropped her disguise. Lo and behold, Cyril was standing there before becoming a pegasus and flying off."

There was a silence that hung in the air for a moment, before Restel sighed happily. "Thank goodness. You're not trying to get us all killed anymore."

"'Killed' is a bit of a strong word to use for that," Faltic defended. Restel shrugged in response. For the first time since entering the room, Klaven decided to speak up. "Restel told me about you and Cyril."

Faltic, still standing at the edge of the bed, faceplanted into the mattress. Restel's chuckling reached Faltic's ears.

Faltic picked up his face from the bed, resting his chin on it instead. "She was the only other one nice to me, alright? You really had to share my embarassment?"

Instead of Restel responding, Klaven kept going. "It was pretty bad, but look at it this way; You're right under her nose and she has no idea. You have an opportunity to make her like you."

Restel turned to look at Klaven with a quizzical face. "What do you mean by that?"

"I mean exactly what I said. Faltic continues to be Enthrall, hang out with Whimsy, A.K.A. Cyril, and try to get her to build a genuine liking towards you, like you have with Whimsy since the start."

Restel looked as if he was going to say something, but stopped himself. Instead, Faltic spoke up. "That... sounds complicated." Faltic gritted his teeth at the thought of how many layers of complexity would go into that.

"It sounds like something that could work," Restel chimed in, to Faltic's surprise. "Faltic, when we left the Hive to be scouts here, you and I both know that each of us left something behind to be here. What you left, is here. You've got another shot."

Faltic seemed to consider this for a few moments. Hesitation conflicted with agreement. A strong sense of inexplicable worry littered Faltic's mind. Stuttering slightly, Faltic agreed. "Alright, fine, I think we can make it work."

Faltic yawned after agreeing, a wall of tiredness felt like it slammed into him after his adrenaline wore off, and the bed in front of him never looked more comfortable. Though first, Faltic had to ask. "Also, what's with the box there?" Faltic pointed a hoof at the foam cube walls.

Restel sighed as Klaven laughed a bit and explained. "You said Restel was sleeping on the floor, so I built him a dog house."

Faltic climbed into Restel's bed as he and Klaven both laughed. Restel got off of the other bed, making his way to the dog house. "What-freaking-ever. Just knock before intruding on my property." Restel stepped inside the walls of the foam cube house, kneeling down and coming to a rest on his stomach.

"Finally, a bed all to myself," Faltic said as he sprawled out on Restel's bed.

"Don't get used to it." Restel's voice called out from the floor. "Also, could you be a dear and spare me a pillow?"

"Anything to make the dog comfortable," Faltic said, lobbing one of his pillows to the ground in front of Restel.

"Hey, I am a dog, but not a pet dog, I'm your dog, same as you're my dog." Restel slid the pillow close to him, and got comfortable on it.

Faltic chuckled. "Go to sleep, your brain isn't working anymore. Not like it ever worked in the first place, but still."

From the next bed over, Klaven held up the bag he had brought in. "Oh, Faltic, by the way, we won that costume contest thing. This was our prize." Klaven tossed the bag to the adjacent bed as it landed just beside Faltic.

Faltic sifted inside. "Really? There's no way we really won."

"Oh yeah, had us come back up and everything," Klaven assured.

Faltic pulled out a stuffed plush of some pony, and looked at Klaven, who wordlessly shrugged.

"Some cards in here too. Gift cards?" Faltic said, poking his snout into the bag.

Klaven nodded. "Yeah, I guess so."

Faltic held up the pony plush, and smirked. "I'll give this to the dog." The plush was then tossed to the floor, just poking Restel in the snout as it landed. "Oh haha, very funny," Restel mocked.

"It is funny, and I'm going to sleep now." Faltic turned over, pulling the blankets over him, reaching over to turn off the bedside lamp, swallowing the room into darkness. The bag was set on the floor in the small gap between Faltic's bed and Klaven's.

Faltic could thankfully count on the darkness to conceal his strained facial expressions as he recounted events. Today, the last few days, the last week. Whimsy, not being Whimsy. Him being the closest he ever had been to Cyril, without all the embarrassment. It felt natural, and he wanted nothing more than to have another chance with Cyril. This sort of opportunity doesn't just show up, not expecting any effort in return.

It's going to be a trip, for sure. Hopefully all he had already done was a strong starting point.

The drifting thoughts of Cyril carried Faltic off to sleep.

*****

The Hive...

The Hive stood in all its glory, that being the only 'structure' within countless miles around. The barren wasteland surrounding the hive was busy today. Changelings swarmed from one gap in the Hive to the next, as new holes opened and others closed, ever changing the layout of the place.

Faltic stood alongside Restel on the field of dirt neighboring the Hive. A few familiar looking changelings surrounded him as he nervously watched a few others attempting some obstacle course.

Faltic's mind drew a blank. Things were happening, but a response never came to mind.

Faltic suddenly came to a realization. Oh. I am dreaming.

Instead, something nudged Faltic's shoulder. As he turned to look who it was, he immediately recognized Restel standing beside him.

"First day actually doing physical stuff. I hated doing all the classroom work stuff. What's that going to do to help us be scouts?" Restel joked, holding a smile at the end of his sentence.

Faltic, standing amid a few dozen other changelings, picked out a few recognizable faces. The first being Pharynx: their scout instructor. His purple eyes, wings, and red webbed-mane stood out to make him look just as intimidating as he remembered.

What a guy.

"I think it helps if you're more of a visual learner, rather than hooves-on," Faltic responded. At least, his dream self did. To which, Restel shrugged. Immediately after, Pharynx called upon two more changelings at random from the pack, having them step forward as an impromptu duo. Pharynx blew a whistle, signaling for them to start.

Internally, Faltic wanted to get all of this over with. Being around so many others, whether it be in a situation like this, or just in general, never sat right. Restel was about all who he felt comfortable around. Around the many other pairs of prying eyes? Nothing could put him less at ease.

Across the herd of changelings, Faltic spotted his next familiar face: Cyril.

Is that... Cyril?

Despite changelings looking mostly uniform in appearance, Faltic had been silently observing Cyril throughout the course of classroom scout training. Again, aside from Restel, Faltic was quiet, hardly talked to another changeling unless he had to. Though, for Cyril, he could talk all day, or so the scenarios in his head told him.

"Faltic, you're staring," Restel said in a quiet monotone voice.

Faltic snapped his head to attention, escaping his thoughts. "Sorry."

Restel peered at Faltic, a brow raised and a smile forming. "Dude, you've been all over her case and she doesn't even know you. It's time you make a move."

Ah. Hell. It's this.

Faltic looked worried, and scared at the same time. "I don't really think I should. She's way out of my league."

At least I was aware.

Restel continued to press forward. "You miss all the shots you don't take." Restel leaned in close, shielding his mouth with a hoof. "Not to mention, she might like geeks like you."

Faltic scoffed and firmly nudged Restel's side. "Shut up. Don't give me hope. That is a fruitless endeavor."

Restel was chuckling. "Listen to you. Full. Geek. I'm going to set you up." Restel turned hoof and started walking in the direction of Cyril. Faltic attempted to grab Restel, but was unsuccessful. Through gritted teeth, Faltic tried to hiss at Restel to stop, but it didn't slow him down.

Faltic started to bite his hoof with angst, watching as Restel closed the gap between him and Cyril. Pharynx called upon two more changelings at random, and thankfully, neither of them was him or Restel.

Faltic draped a foreleg over his face, hoping to hide himself from his impending doom, peeking through a hole in his leg. However, Restel didn't stop at Cyril. Rather, he proceeded past her. Faltic blew a sigh of relief, setting his leg back down.

And thennn...

But, the next time he saw Restel, he was standing beside Pharynx, initiating a conversation he couldn't hear. Pharynx remedied the issue of not being able to hear them right away, giving Restel his two cents back to him, gradually getting louder as he spoke.

"This course is to build chemistry with every changeling being sent out to the field. By the end of it, you'll be well acquainted with every other changeling here. You do not get to choose your partner for any of this!" During which, Pharynx's hoof poked Restel in the chest, which Restel's ears nearly flattened against his head. "Now GET BACK IN THE PACK, AND DON'T ASK ANYMORE STUPID QUESTIONS. UNDERSTAND?!"

Faltic watched as Restel gave his salute, and scurried away, straight back to Faltic.

Yup. Best part of scout training.

Faltic was trying his best to hold in his laughter, pressing his lips shut with his hoof.

"Don't say anything," Restel huffed. Still, Faltic could hardly contain himself at Restel's expense.

"Faltic! Cyril!" Pharynx called out.

Every ounce of Faltic's amused demeanor came crashing down when he heard that voice call his name. From across the group of changelings, Faltic saw as Cyril stepped forward, turning to look around for Faltic. In one swift motion, Faltic ducked his head around, looking back at Restel, who was now the amused one.

"Wipe the damn look off your face!" Faltic said in a strained, hushed voice.

"Do this," Restel said, pulling a hoof to point at his own chest and inhaling deeply. Faltic mimicked it, taking a deep breath. Both changelings simultaneously exhaled as they reached their hooves out.

"Be calm, be cool, impress her a little. You didn't gain your weight for nothing." Restel smirked as he pushed Faltic's shoulder towards Cyril.

"Faltic! Hurry the hell up! This slack is what'll get you caught!" Pharynx shouted, causing a few changelings in the pack to chuckle amongst themselves.

The previous nerves and angst he felt before Restel's breathing exercise slowly returned, and only heightened as he stood next to Cyril on the mark.

And... yeah. The worst part of scout training.

Trying to look nice, Faltic looked beside him at Cyril. Cyril, who wasn't even looking back at him, bolted off the line when the blaring sound of a whistle rang into their ears. Faltic jumped, being caught off guard. Thankfully, Faltic got up to speed, only tripping over himself slightly as he started. The faint sound of other changelings chuckling again didn't affect him.

The first obstacle was immediately off the line. Faltic ran past a sign with dirt on it, and immediately shapeshifted into an earth pony. Just after, a wall too tall to jump over halted Faltic's progress. Cyril, being first off the line, was there waiting for him, albeit being an earth pony. Cyril knelt down slightly, offering a step for Faltic to ascend himself over the wall. Rather, Faltic was still running, and didn't slow down enough.

The first step he took on Cyril's back caused Faltic to slip, and plummet forward, catching a face-full of wooden wall. The more distant sound of changeling laughter wafted through the air as Faltic's ears caught it.

Cyril sighed. "C'mon," She muttered.

After the daze of the impact cleared up, Faltic properly stepped up on Cyril's back and climbed over the lip of the wall. Reaching back down, Faltic hung a foreleg out for Cyril to latch onto. Once she did wrap her hoof around his, Faltic slid forward, threatening to fall back down the way he came.

Thankfully, Cyril didn’t take long. Faltic put all his strength into pulling her up, and within a matter of seconds, Cyril was up and over. Faltic maintained his balance as both he and Cyril landed on the other side of the wall, immediately being greeted with a sign with wings on it.

For a brief moment, Faltic took a side-eye glance at Cyril, who was still an earth pony before becoming a different colored pegasus. Faltic's mind snapped back into place as he initiated a shapeshift. Instead of reappearing as a pegasus as the sign dictated, Faltic bore the appearance of Cyril herself. Faltic gasped in shock through gritted teeth.

Oh my... kill me.

Cyril had taken a short pause to look over at Faltic, only to see herself.

"Pegasus!" Was all she said to him as she ran for the next part of the course.

Immediately correcting himself, Faltic changed into a normal pony again, this time with wings. The next challenge he faced was cramped. Hay bales with various fragile objects on them stood wing-level with him. Faltic kept his pony wings tucked in close as he briskly trotted through the corridor.

Once out the other end, and managing not to knock anything over, there floated five hoops. The first two were side by side, one for him, one for Cyril. A second, slightly larger hoop was the next one, intended for both participants at the same time, and then another pair of hoops were just beyond that.

Faltic immediately spread his wings, taking to the air and passing through the first hoop without feeling anything on his wings as he passed through. Though, as he turned into the second one, the striking thought of considering where Cyril was came to mind. By then, it was far too late. Faltic felt something slam into his side, sending him barreling through the final hoop at the end.

Faltic crashed into the ground with a heavy thud.

"Depth perception, Faltic! Mind the other ponies!" Pharynx called out.

Faltic saw as the pegasus version of Cyril also had taken a dive. She was clawing her way back to her hooves, groaning as she made it up.

"S-sorry," Faltic said sheepishly. It earned him a scolding look from Cyril as she pressed on, not bothering to respond. Faltic fought his way back to his hooves, and carried on a few steps behind Cyril.

Just ahead lied the last portion of the course. A sign with a horn image on it signaled it was time to be a unicorn. Faltic, shaking his head and readjusting his mind, shapeshifted to lose the wings and gain a horn on his head. Changelings already had horns, but a unicorn's horn sat slightly higher on their head, pointed higher to the sky.

The last leg of the course had the two changelings navigate through an enclosed space full of balloons floating at head level and cluttering the ground, trying not to pop them in the process. Somewhere in the mess of balloons, two gold bits rested on the ground, and levitating it out would grant them success. All of the balloons were the same black color, making it difficult to have much depth perception to judge where they were in relation to Faltic's new horn. However, it did help when spotting a gold coin lying on the ground.

Faltic carefully approached the shiny object on the ground, and had little hassle levitating it to eye level. Normal changeling magic wasn't the strongest, especially without love, and with the extra spent energy on maintaining a disguise, properly channeling your magic was crucial.

Looking around for the exit, Faltic noticed another bit on the ground. Cyril hadn't found hers yet. Now was his chance to make it up to her for impeding on the rest of their run together. Faltic scampered through the dense packing of balloons with his head ducked slightly forward, careful not to poke any.

"Cyril?"

...

There was no response.

"Cyril, I found the oth-"

Faltic felt like he hit a wall, and was brought to his haunches after colliding with something in front of him. A harsh squeal emitted from whatever he had hit.

"Agh. Damn!" Cyril's voice yelped as she fully came into view. She was reaching up, covering her ear. A thin trail of blood flowed down the side of her head.

Faltic's chest sank further than he'd ever felt, and was paralyzed seeing what had happened. "Cyril, I'm so- I just- the bit-"

Cyril's glare felt like it shot actual daggers into Faltic's body. "Shut up Faltic." Cyril took a hoof off of her ear and looked at the blood that had collected on her hoof. Faltic saw her ear had reverted back to normal, and had a chunk of its length missing. Cyril reapplied her hoof to her ear as her horn lit up, snagging the bit from Faltic's magical grasp with her own.

Faltic sat quietly as she left him. He could feel a lump in his throat swell up as he sat in silence.

"Faltic? Don't tell me you're still in there!" Pharynx's voice called out from outside. Faltic jolted up to his hooves and quickly relocated the bit on the ground, levitating it with him as he exited the balloon filled enclosure.

Why was I so terrible?

The dream started to fade as the next thing Faltic saw was Restel, the feeling of a hoof on his shoulder attempting to comfort him.

Wait, wait. I'm dreaming. I can move arou-

Chapter 12

Rain poured over the city from the gloomy clouds above. The streets and sidewalks grew empty after the initial scurry of ponies to find a dry place to take shelter. A disguised Faltic, being one of those ponies that needed to take shelter, found himself barely making it back to the hotel before the heaviest of the rain poured. Thankfully, the books he carried stayed relatively dry, being tucked under Faltic's chest.

Faltic shook himself off upon entering the main lobby of the Pegasus Cloud hotel. Wasting no time, Faltic trotted briskly through the room, straight for and up the stairs.

A few flights of stairs and a short hallway later, Faltic stopped himself at the door to their eighth floor room. The adrenaline and emotions that swelled through Faltic's body had begun to subside, gradually retreating, leaving Faltic with a sense of fatigue.

Not just a sense of it, the feeling of it assuaging through his limbs as he stretched, yawning in the process.

However, Faltic recalled the most likely reason for it, which didn't shock him. It was Cyril, she was feeding off of him, and he allowed it to drain his energy in the process. The peck on the cheek only sweetened the deal.

With half lidded eyes, Faltic invited himself into the room, finally having remembered his keycard this time. Faltic pushed through the door and quickly shut it behind him. The books were set down, and a flash of green flames reverted Faltic back to his natural changeling self.

"It better be who I think it is." A voice called out from the opposite side of the room.

Faltic tensed up upon recognizing who it was.

Restel...

A slight sinking feeling hit Faltic's chest. Restel could never know. The only reason the past was catching up to him now was because of Cyril suddenly showing up, but Faltic wanted nothing more than to pursue Cyril, as it would probably be the only opportunity he would ever catch.

"Well?" Restel's voice called again.

Faltic, shaking his head before responding, stepped into the room, putting his books on the bedside table. "Who were you expecting?"

From the other side of the second bed, Restel's head peeked over, a foam cube stuck to his horn. "Somepony cool, I guess."

Faltic raised a brow. "Consider your expectations met. What're you doing?" Faltic took a few steps around the bed to gather the whole scene. Restel was sitting in the midst of all the foam cubes.

"Killing time. In probably the most boring way ever." Restel pointed towards their window, which Faltic just now noticed was open. "Come watch this."

Faltic curiously approached Restel, who got up and hung his forelegs over the windowsill. "Good thing the rain doesn't blow into here."

Faltic stared out at the rain whipping in the wind, a light mist from the water in the air sprinkling against his snout. "So, what're you doing?"

Restel held out a foam cube and smiled deviously. "I think it's time to get rid of these, so I've taken it upon myself to make it somepony else's problem. Look how far I can chuck one." Restel reared up his foreleg before launching the cube into the outside. Both changelings watched as the projectile was taken off course immediately by the wind, plummeting down to the street below, where it slid off and away, carried by the wind.

"I'm surprised I didn't see one on my way here," Faltic said quietly. His shoulder was nudged, and he turned to see Restel looking at him, offering a foam cube. "Give it your best shot."

Hesitance took over Faltic briefly. Seeing Restel now put Faltic in a state of unease. The truth of what he had done was somewhere in Manehattan, and she only grew closer every day.

"I.. think I'm good," Faltic declined. Restel's face went from amusement to concern. "Alright."

Restel stayed silent as Faltic left the window, unceremoniously planting his body onto his bed. Scrunching his brow again, Faltic turned his head towards Restel, who only stared out the window now. "Where's Klaven at?"

Restel turned and spoke into the room, giving a simple response. "Work."

Faltic stared up at the ceiling. Work. He forgot that's what Klaven told him before doing the worst thing he could've with Cyril.

"How'd your thing with Cyril go? Klaven told me about your plan." Faltic turned again to find Restel laying on his side on the adjacent bed.

The foam cube still stuck on his horn made it hard to take him seriously.

"You're going to call me the biggest geek on the planet. I took her to the library Klaven and I go to." Faltic smiled awkwardly, and chuckled a bit at the end of his sentence. Restel soon joined in on that.

"You are the biggest geek on the planet. I knew that years ago." Restel and Faltic both shared a moment of amusement before Faltic broke it. "I mean, if it's any consolation, I found out she's not too interested in that sort of thing."

Restel blew a raspberry. "Go figure. So what're you thinking next time you hang out?"

Faltic held a hoof to his chin. "Y'know, I have no idea." Looking back at Restel, Faltic noticed he had a wry smile on his lips. "What?"

Restel seemed to snap out of something, and waved his hoof dismissively. "Oh, nothing! I just think she'll know what to do next."

"Hmph. If you say so. She's busy again tomorrow, so it'll be a minute until then." Faltic huffed.

"I guess you'll find out eventually," Restel assured.

Faltic turned and looked at the two unknown books on his table. Though, before he could put his curiosity at ease and actually find out what he'd picked, Restel started talking again.

"Say, the weather's supposed to clear up before the day's over, and Klaven and I are going to go to Celestial park. You in?"

Faltic saw Restel smiling again. That stupid foam cube on his head caused a contagious smile to creep onto his own lips. For that brief moment, his worries of Restel knowing any truth was set aside.

"Yeah I'll go, so long as you take that stupid thing off your horn." Faltic couldn't help but cover his smile with a hoof as he stared at Restel's horn.

"Fine, fine," Restel said as he plucked the cube from his horn, tossing it at Faltic, where it bounced off of his snout and to the floor. Faltic's snout scrunched in response.

Restel climbed out of his bed and made his way back to the window, taking a couple more foam cubes with him. Faltic laid still, and watched Restel stand there, chucking them aimlessly into the outside weather, and watching wherever the wind took it. It wouldn't be right to suddenly be so anxious around him. Restel had been his friend for as long as he could remember. With every ounce of hope, Faltic wanted to believe Restel would somehow be okay with what transpired at the Hive.

Restel was cheery, and had been for most of his deployment with Faltic, so there was a chance.

"Restel!" Faltic spoke loudly across the room.

Restel shifted his head. "What?"

"Move that big head of yours!" Faltic nabbed the foam cube that came to rest on the ground after colliding with his snout, and reared it up, waiting for the clearance needed to fling it out the window.

Restel turned fully to face Faltic, only to catch him turn the foam piece into a projectile towards his face. Before Restel had time to duck, the projectile had struck his face. While unharmful, it was enough to cause Restel to recoil, backing up to where his flank was against the wall.

Shaking his stun out of his body, Restel grabbed a few spare cubes off the ground. "Oh you-" Before finishing his sentence, Restel was already launching the foam pieces he held at Faltic, who was still laughing during the assault.

"I'm going to throw you out of this window, Faltic!" Restel boasted as he kept picking up and throwing what cubes remained. Faltic scurried under the blanket, shielding himself from any more projectiles.

From the dark fortitude of the blanket, Faltic felt the onslaught of the poking cubes cease, as he was suddenly heaved off in a random direction. There was a drop, and Faltic gasped as he came cascading down, coming to a hard landing on the ground. The blanket exposed his head after impact, and Faltic saw again that there were pillows to break his fall.

"How'd you even put them there so fast?" Faltic asked, collecting himself and rolling to lay on his stomach. Restel rounded the corner of the bed. "I'm just that fast. And be real, I wouldn't let you hit the solid ground." Restel quickly reared up a spare foam cube and chucked it at Faltic, bouncing against his snout into a random direction.

Faltic scrunched again, and fought against laughing with Restel, inevitably losing and then sharing a moment. After it died down, Faltic got to his hooves and began to re-make the bed.

"When did you say we're going to Celestial park?" Faltic asked as he spread the blanket atop the bed.

Restel had made his way back to the window, and just looked outside rather than littering it with cubes. "Well firstly, after the rain stops. Then after he gets off work. So, whenever both of those things happen."

"Right." Faltic climbed into bed after he had finished rearranging the blanket to be somewhat smooth. The two books on his bedside table caught his attention, as the question of what books he actually did get came to mind. Reaching over and picking up the top one, Faltic read the title. 'This Cruel and Random World.'

"Still can't believe you went to the library, of all places." Restel called back into the room towards Faltic.

"I can't either. I took Klaven's idea and ran with it until we ended up there and I had so many regrets. Trust me." Faltic defended himself. Of course, the regret only hit him once he realized the gravity of the situation when they had arrived.

"To be fair, it is a very you thing to do," Restel said sarcastically.

Faltic didn't look over to Restel, opting to read the synopsis on the back of the book, his brow scrunching up. "I know. At the very least, I still spent time with her, and found out she does not like that setting at all."

Restel scoffed. "Go figure."

Thoughts of Cyril started seeping back into Faltic's mind. His eyes stopped scrolling through the back of the book, and now stared blankly as if it were just an object.

Then he remembered asking Klaven about moving her in. Did a changeling really need the better living space? Surely it was appreciated, at the very least. Faltic couldn't imagine the three of them being harbored anywhere else in Manehattan. Admittedly, yes, Cyril's room was small, much smaller than theirs.

No. Nonsense. If Faltic was to seize this opportunity to make Cyril like him, even to just apologize for what happened, he was going to do it. Cyril would appreciate the extra room and better living space. Surely. Anything he could provide should help in some way.

Though, there was always the lingering consequence of Cyril inevitably seeing Restel. If that happened, Cyril would absolutely expose Faltic. Restel wasn't supposed to be here. Cyril knows this, and bringing her so close wasn't helping Faltic's nerves in the slightest.

Faltic inhaled deeply, giving a long exhale shortly after.

Pro: Cyril moves in close, and Faltic has an opportunity to make up for the past and even make a connection.

Con: The potential of losing his best friend.

Faltic rubbed his cheek and shook his head as he thought about it. This was as far as he would possibly ever be. Things were in motion. Who knows if Klaven had even made any progress towards appointing Cyril to the room?

Faltic was thankful that the sound of an opening door pulled him out of the grasp of his mind. In walked a garnet unicorn with a black mane. After closing the door behind him, the same unicorn vanished in the blink of an eye to a swirl of green fire, and reemerged as a changeling.

Faltic didn't see him throw it, but a foam cubed sailed over him into his view, as he watched it bounce off of Klaven's head. Behind him, Faltic heard chuckling.

"Hey!" Klaven yelled at Restel, picking up what had struck him and lobbed it over Faltic, hitting Restel in the body.

"Someone's got a little more accurate. You missed Faltic with two pillows last time I saw you throw something," Restel mocked.

"I'm also the one who hit Faltic with a frisbee. You should've seen how far away I was when I threw it." Klaven stepped more into the room. Despite Restel having tossed countless cubes out of the window, there were still a few strays lying about the floor. Klaven picked another one up, and tossed it towards Restel again.

"Yeah, I like measuring our accuracy by how well we can throw things at Faltic." Restel smirked, Klaven laughing alongside him.

"How's the weather looking?" Klaven asked after his laughter had subsided, already making his way to the window.

Restel's ear twitched. "I don't hear the rain any more."

Faltic had to wonder how long he had been laying in bed.

Klaven propped his forelegs over the windowsill, staring outside. "It's not raining, but it's still gloomy, gray, and dreary."

"Beautiful!" Restel proclaimed. "I'm ready when you are."

"Ugh," Klaven sighed. "Back to my work clothes." Klaven then shapeshifted back into his garnet unicorn disguise.

"C'mon Faltic," Restel said, getting off of the bed, shifting into his green earth pony disguise.

Slowly, with a bit of grogginess, Faltic climbed his way to all fours, stretching and shifting into Enthrall, the blue earth pony, and followed Restel out the door.

*****

Exactly as Klaven had described earlier, the weather was dull. No more rain, but gray overcast clouds still blanketed the sky. The ground was wet, and puddles littered the sidewalks and grass at Celestial park. Not many other ponies had returned outside since the rain fell, so for the most part, it was just the trio of changelings roaming the damp, gloomy park. Along with the gray clouds covering the sky, it was late afternoon, so the unseen setting sun was slowly waning whatever light was left in the day.

The three arrived at the same meadow that Faltic had shared the night with Cyril not too long ago. It was a stark contrast, as there was only a sliver of the amount of ponies before, and the sky was gloomy, hidden by the clouds. Tall, looming buildings still towered over the tree line in the distance, surrounding the meadow. Along the tree line that enclosed the meadow, street lamps were lit in one large circle, ultimately leaving the center with the least amount of light, which is where the three were headed.

"So how'd the time with your love subject go?" Faltic asked Restel as the three trudged along the damp grass of the meadow. For some reason, and from somewhere, Restel had brought a tennis ball.

Restel shook his head, shuddering. "Eugh. As well as you could expect. She's so boring."

Both Klaven and Faltic chuckled. As they walked, Restel kept himself occupied by tossing the ball he'd brought into the air, and catching it himself.

Faltic turned his head to Klaven now. "Didn't see you working on my way back in."

"Must've been out for lunch," Klaven simply said.

Restel turned his head to pay attention to Faltic and Klaven's conversation.

"Did that sandwich shop give you any more trouble?" Faltic suppressed a smirk on his face as he asked. Klaven didn't seem to notice as he put a hoof to his chin. "I've not had any issue with them since that one time. Weirdest day there."

In an attempt to not chuckle, Restel spoke up. "And how's that one chick you're with there?"

Klaven's ear twitched as he responded. "Candy? She's just fine. I'm fuller than a tick."

Everyone heard a sudden exhalation of air from Restel's nose, as he forced himself to not laugh. Klaven received a big shove on his shoulder from Restel, pushing Klaven out in front of the three. "Don't make stupid puns like that again!" Restel attempted to conceal the mirth in his voice as he nodded his head forward at Klaven, holding the tennis ball he'd brought in the air. Klaven took a few steps back and held up a hoof, and Restel tossed it towards him.

Faltic looked around, and saw nothing he hadn't already. Gloomy, damp earthy ground, and other ponies were scarce. "How come you've got us all out here?"

Restel stood up on his hind legs as he caught the returning ball from Klaven. Restel took just a second to toss it back before responding to Faltic. "Thought it would be nice. The rain cleared all the other ponies, so we've basically got the place to ourselves."

Faltic nodded in response, looking around once more. He could almost pinpoint exactly where he and Whimsy had watched the stars come out not too long ago. They were in the same meadow, after all.

Cyril. Not Whimsy.

A small, green object snapped Faltic out of his brief recession to his mind. Seeing Restel winding up to catch it, Faltic decided to slam his body against Restel's, pushing him out of the way and intercepting the pass.

Shaking his head, Restel grew a wry smile on him. "I see how it is." Restel then turned his head towards Klaven, who stood a fair bit away. "Klaven! We're playing jackpot!"

As Faltic threw the ball back at Klaven, a contagious smile spread to him as he heard the name of the game. "You're so old, wanting to play jackpot."

Before Restel could respond, Klaven shouted back at him. "What's jackpot?"

Restel blew a raspberry, and muttered to Faltic. "Kids-" Restel picked his voice back up again. "Throw the ball really high up for us! Whoever catches it gets to throw next!"

Faltic nudged Restel's shoulder. "That really got to you, huh?"

"Hah! Just wait. It won't happen again," Restel said back confidently. As both Faltic and Restel stood their ground, Klaven lobbed the ball high into the air, heading beyond and past where the two stood. Restel was the first to move, shoving off of Faltic and running to get a position under the ball. Faltic hurried to contest Restel, trying to push him aside as he was the second to arrive at the landing zone. Both disguised changelings rebounded off each other as the ball came cascading down. Simultaneously, both Restel and Faltic leaped in the air off of their hind legs, reaching for the ball. Faltic thought he had it, until Restel's hooves came in front of him.

Both Faltic and Restel came down to the ground, landing heavily after their jump. However, Restel had come down with the ball. "Easy catch," Restel joked.

"Oh pfft-" Faltic sarcastically huffed.

Restel and Klaven passed by each other, exchanging words as Faltic waited, Klaven soon joining him by his side, Restel now standing in the near distance. "You two ready?" Restel called out.

Klaven looked at Faltic, and only nodded. Faltic rolled his eyes sarcastically.

Restel reared up, and lobbed the ball higher than Klaven had on the previous throw. Both Faltic and Klaven's heads turned towards the sky, trying to track the ball as it was seemingly going to land exactly where they already stood.

"It's a bomb!" Restel shouted out to the two as the ball fell out of the sky towards them. Both Klaven and Faltic had a leg over the other's chest, nudging off of each other, vying for the prime position to catch the ball. Once it looked to have gotten close enough, Faltic made the first leap for it off of his hind legs. As soon as Faltic had caught air, he felt a shove on his side, as Klaven had pushed him aside, and contested the air space, intercepting Faltic's attempt at a catch, and inevitably, coming down with the ball.

Faltic grunted in frustration. "Aaagh-!" Klaven almost threw his head back with his laugh, tossing the ball in the air and catching it himself. "Gotta be quicker than that," Klaven smugly said as he walked towards Restel. As they passed, Faltic watched them exchange a hoofbump. Faltic stared at Restel with a lowered head, and a deadpan expression as Restel approached.

"Pfft. Gotta be quicker than that," Restel teased, chucking after repeating what Klaven had said.

"Get over yourself. He shoved me." Faltic tried to defend himself.

"Isn't that what you tried to do to me?" Restel's voice carried a hint of cockiness. It seeped under Faltic's chitin like venom. "Don't act like I won't do it again." Faltic tried to sound serious. However, it being Restel, Faltic couldn't maintain that status, as that small contagious smile pulled at his lips. Though, the adrenaline of wanting to shut Restel up still coursed through him.

Wordlessly, Restel already shoved his side against Faltic, causing him to recoil a step as he was unsuspecting. Usually, Klaven would've thrown the ball by now. Restel wasn't looking for it, so he assumed it wasn't in play yet. "Don't let Cyril find out you can't catch." Restel scoffed after saying that.

Faltic recollected his stance, and retaliated with a more forceful slam of his side to Restel's, now causing him to take a step back in recoil. "Don't even go there." The smile tugging at Faltic's lips only grew. Roughhousing with Restel was nothing he was unfamiliar with.

"Alright!" Restel yelled as he swiftly closed the distance, charging at Faltic. Both of their ears flicked as they thought they heard Klaven's voice, but they were too busy roughhousing.

However, it didn't last long before Faltic had taken the upper hoof. Faltic had thrown Restel to the muddy ground, not with all the strength he could muster. It was Restel, after all. Restel grunted as Faltic reached down, curling his forelegs under Restel's body. "Eugh- Faltic!" Restel tried to call out as he was lifted up. Adrenaline surged through Faltic as he hoisted Restel up above his head in a military press form, the mirth on his face at full force.

Still with Restel above him, Faltic turned around. Every drop of power and excitement Faltic wore on his face dried up as he looked down. There was a small filly standing there, watching them. A pink bubble of gum suspended itself from his mouth, and he wore a standard baseball cap.

Faltic and Restel froze for a moment. Though there were other ponies out at this time of day, and after such rainfall, neither of them suspected somepony else would be this close to them.

The bubblegum bubble in the filly's mouth popped. Faltic lowered, and set Restel back on the ground, relenting him to gravity for the last few inches to the ground.

"What're you waiting for? Get out of here!" Faltic shooed the small pony away, making sure he scurried off, which he did.

Restel had stood up, parts of him covered in grass and mud, brushing himself off with his hoof. "Was picking me up really necessary?"

"Well, I wasn't lying when I said I could pick you up." Faltic rolled his shoulder, stretching it out.

Klaven had come over to the other two during their play fight, but neither of them had noticed until now, when Klaven tossed the ball at Restel, as it bounced off of his head. Restel's ear flicked as he turned to Klaven.

"Did you hear me?" Klaven asked. Though clearly, neither of them did, as they both shook their heads.

"I said it's growing dark out here. Might it be time we head back?" Klaven suggested. Faltic and Restel looked around. Admittedly, it was a bit darker than when they had arrived. Being in the center of the meadow left them with the least amount of light from the surrounding street lamps. The overcast clouds were almost invisible against the dark sky, and the distant tall buildings were lit up from interior lights.

"Aw, but I wanted to play taps before we go," Restel said, picking up the ball from the ground.

"Yeah, just one round!" Faltic agreed, both him and Restel staring at Klaven as if begging a parent for a toy.

Klaven scoffed, rolling his eyes. "If you two stop looking at me like that, we'll play."

Faltic and Restel both pumped a hoof into the air, simultaneously exclaiming "Hooray!"

"You know how to play taps, Klaven?" Restel asked, taking a few steps back to make distance between him and the other two.

"Of course I do. I'm not that much younger than you." Klaven mocked offense in his response, also taking a couple of steps back.

"Just making sure. You didn't know what jackpot was." Restel held up the ball. "Alright. Quick game. One life each. No slip ups. Agreed?" The three disguised changelings had formed a triangle with themselves. Faltic and Klaven both nodded at Restel after he declared one life each, agreeing with the rule.

Without another word, Restel sprang into the air with a short hop, and flicked the ball towards Klaven.

Klaven, reacting quickly, leapt into the air, and redirected the ball towards Faltic, flying slightly off to the side. Faltic jumped, and reached for the ball. "Eugh-" barely able to rebound it and direct it back towards Klaven. Restel started chuckling after seeing Faltic get caught off balance. Klaven had returned the ball towards Restel, who caught some air and flicked the ball back towards Faltic. "Get'em!" Restel called out as he put Faltic back in the spotlight.

By then, Faltic had regained his balance, and was easily able to get to the air with a small hop, and flung the ball at Restel at a higher speed. With less time to react, Restel had just managed to get off the ground before sloppily directing the ball back to Klaven. Now Klaven started to scoff, playing along with Faltic. Catching a bit of air, Klaven served a fastball back to Restel in the same way Faltic had.

Restel, though managing to jump first, couldn't gain any hold on the ball as it bounced off his hooves.

"Agh-" Restel attempted to leap for the ball again before it hit the ground, but just missed it.

"Butterhooves," Klaven said through his small fit of laughter, Faltic joining along with it.

Restel scooped up the ball from the ground, tossing it for Faltic. "Haha, funny. Now I feel like going back to bed." Restel still wore his grin despite being targeted.

"Oh now he wants to leave." Faltic smirked, calling out Restel since he was the reason they were still here.

"I can actually sleep in a bed tonight, so I'm ready to feel that mattress again." Restel defended himself.

"Alright, we'll end this quickly," Faltic said, looking back at Klaven across from him, jumping up and lobbing the ball at him.

Klaven returned it with a pitch aimed directly at Faltic's snout.

Faltic just managed to get into the air before intercepting the pitch, saving his snout, but fumbling the ball into the air. As Faltic landed, he instinctively grabbed the ball, ruling him out.

"Oh come on!" Faltic said through his defeated laughter, spiking the ball into the ground.

"Yes!" Klaven exclaimed, pumping a hoof into the air. "Told you we'd end it quickly."

Again, Restel scooped the ball from the ground, carrying it with him as he started walking, taking the lead over the other two. "Well c'mon. I've got a bed waiting."

Both Faltic and Klaven fell in step beside Restel as they trotted along the dark meadow.

"Not like that. I'd bet you still have dirt on you," Klaven mentioned.

"Psh. Wonder who's responsible for that, huh." Restel slyly gave Faltic a side-eye, seeing him grin back at him. Faltic nudged Restel's shoulder. "Don't worry, it'll be your one shower a week."

"As if you shower any more than I do!" Restel scoffed as he retorted back at Faltic.

"On behalf of the hotel staff, it would be really kind to housekeeping to not get in bed covered in dirt," Klaven said with mock sophistication. Faltic and Restel both groaned at him. Restel turned to look at Faltic and gestured a hoof at Klaven. "Get a load of this guy."

The two shared a laugh before Restel lit up slightly. "Oh! Tell Klaven all about your first date with Cyril."

Both pairs of eyes suddenly turned to Faltic, who suddenly felt his chest grow heavy with the attention to Cyril and him. "Can you really call it a date if she doesn't know it's you?"

Klaven nodded. "I think so. What happened?"

Faltic sighed, looking sheepish as he explained, already facing Restel's sarcastic ridiculing. "I took her to a library. The worst possible thing I could do."

Thankfully, Restel didn't jut in this time. Instead, Klaven sounded more supportive. "How was it so bad? It couldn't have made her hate you."

Faltic shook his head. "Believe me, I've made her hate me in the past. I just think it was awkward, weird. I know for sure that the whole setting of it is not her forte."

The setting around the trio of disguised changelings shifted. They'd left the park, and had returned to the concrete sidewalks of Manehattan.

"Well, at least you found that part out, right? When's the next time you're together?" Klaven asked.

Faltic rubbed his brow with a hoof. "Day after tomorrow."

Klaven nudged Restel's shoulder. Restel was silent as he turned his attention to Klaven, who grinned an unprecedented amount. "What?" Restel mouthed silently. "Surprise." Klaven mouthed back, holding a hoof over his lips, gesturing silence. Restel went along with it, nodded his head gently before bringing his attention back down the lane of sidewalk they trotted along.

Klaven spoke back up. "Progress is progress, and even if you fail, you keep moving forward."

"Yeah, I guess," Faltic said, trying his best not to sound defeated. It was, as he said, awkward and weird. Even though he had the opportunity to make Cyril like him, it directly led to the consequence of Restel being exposed to Faltic's further past actions.

A heavy weight rested upon Faltic's shoulders, invisible to the eyes of his friends, and particularly the one he influenced the most. No matter how hard he tried to ignore it and act normal, it kept coming back to the forefront of his mind. It was a silent, long walk back to the hotel for Faltic.

Chapter 13

Faltic woke up, and was greeted with nothing. Nothing but darkness to his eyes, and the faint sound of buzzing in his ears.

The usual morning in the Hive.

Faltic sat up in his bed, stretching his forelegs out. Nothing but pitch blackness; perfect for sleeping in. However, with the invasion of Canterlot soon approaching, sleep was soon to be a luxury, so he thought.

Today was the day of the draft for scouts, and every available, eligible, and changeling that even somewhat fit the bill were required to have signed up by last week. By now, everything was sorted out, and by the end of today, each changeling that got picked would have their notice that they had been selected.

It seemed odd. An invasion of this scale, that being one of the biggest cities in all of Equestria, which also housed the royal sisters, would it not make sense to just have every changeling on board? It seemed redundant to do this process, but who was Faltic to critique the workings of his Queen?

Faltic stood up, rolling his shoulders and craning his neck, preparing himself for today. If the opportunity presented itself, going to see Restel in his accommodative cave was on the list.

Faltic trotted in a straight line as a large opening suddenly presented itself in the wall of his rocky room. Dim light flooded in, and Faltic stepped out, not missing a beat that the ever shifting Hive produced.

Restel... right. There was no way Restel was going to the invasion. Restel held an essential role in the Hive, deeming him ineligible to be registered. That, and his 'sibling' who is deathly afraid of even thinking about leaving the Hive, let alone his room.

Sibling was a very loose term for changelings. Technically, changelings are all ‘of kin’. However, at birth, some form a near sibling-like bond to those other eggs that hatch just next to theirs at about the same time.

Sadly, Faltic didn't have that. Restel, however, did. Though, it didn't stop the two from forming their near lifelong camaraderie.

Faltic continued trotting along, keeping his gaze straight as he passed along the jagged, rocky walls on either side of him. Just on the other side of them were more hollow spaces where other changelings resided, some of which were emerging from them as gaps opened up from the wall.

In a way, Restel was providing for three: the Hive, himself, and his brother. With him being ineligible to join on the Canterlot raid, that would most likely leave Faltic alone, and the thought of that terrified him.

The dim light gradually became brighter as Faltic reached the end of the housing caves. It was the furthest location in the back of the Hive, so the journey out took a bit of navigation and time to exit. The next obstacle was the narrow, winding stairs. Finally, torches were placed along the walls, providing enough light so Faltic could see the steps.

Growing up, Faltic only ever had one friend, and it was Restel. The only other changeling he trusted. Being such a brutish species, having any sense of empathy, or having little desire to assert one's physical strength, yielded a more challenging youth among other changelings. In Faltic's case, both of those negatives applied. Restel was one of the few odd ones out who he could resonate with.

There had been a couple of exceptions, though. Cyril caught his eye early, and Faltic hadn't taken his eyes off of her since. She had all the characteristics of the typical ruffian changeling, but possessed something different. It became apparent after one such occasion when she was the one who stood up for him while backed into a corner.

Such was the motivation for Faltic. Gaining a few pounds and putting on some muscle. Faltic hadn't forgotten, and took any opportunity to be near Cyril, but hardly ever worked up any confidence to talk to her.

Of course, that opportunistic perception was shattered during mandatory changeling training, but Faltic would rather try not to dwell on stabbing Cyril's ear off.

Both Restel and Cyril had provided so much, but soon they would be split.

Once arriving at the top of the stairs, natural light lit up one of the largest openings in the Hive. Various sets of stairs scattered here and there, leading to different levels up and down. Other changeling's buzzed in differing directions, some flying into a suddenly appearing hole in the rocky wall of their home.

Faltic unfurled his own translucent wings as he took to the air. Outside was where he needed to go.

Of course, it wasn't just Cyril's differing nature that enthralled Faltic towards her. The shameless part of Faltic's mind couldn't help but admit that part of it was due to her appearance. What else could he say? She was pretty.

Faltic was snapped from his daydream of Cyril as another changeling narrowly avoided him, shouting something unintelligible back towards Faltic. Regaining his focus, Faltic pressed on, buzzing through the bustling Hive, ascending towards the top of the vast space.

The Canterlot invasion would be the cause of Faltic being torn from Restel. Faltic didn't want to be so far away from basically his only friend. As hopeless as it was, Faltic desperately wanted to believe he could make amends with Cyril after the incident. However, he hadn't seen her since, and for sure Cyril did not want to see him.

That could change today. Faltic knew she had duties sorting out whatever work was involved with coordinating many hundreds of changelings at one time. That sort of business, and section of the Hive, is exactly where Faltic was heading, so maybe he would see her there.

Faltic flew through another sporadically appearing hole in the wall, and emerged into open skies on the other end. The sun was starting to set, the sky orange with the sun's descent. Faltic hovered in the air, looking around. The sight of the barren, rocky wasteland around the Hive would never grow old. Especially when such a strong species' kingdom stood proud in the center of it. Many dozens of changelings swarmed in and out of the Hive, and Faltic began to press forward, starting to descend while circling the Hive.

Faltic wanted least to leave Restel behind. If he could, he would bring Restel with him. It was the boundary of law that held him back from being by Faltic's side. However, Faltic did want to go, as Cyril had made strides in becoming a scout for a while, and Faltic had applied himself the same way, earning him a spot in the upcoming Canterlot invasion. It was a fork in the road, and Faltic was doing his best to keep hooves in both roads. The further he tread, the harder that became.

Upon almost reaching the base of the Hive where rock met dirt, Faltic made a sudden turn towards the Hive, ducking into a gap that had appeared just a second before. All the light from outside diminished as it was replaced by torches along the wall. As discreet of a placement it was, this was where they would be profiling changelings and assigning them roles to the invasion.

More likely than not, Faltic already had his. More likely than not, he might stumble across his file. And most definitely, he would be finding Restel's. Sundown meant the end of working hours for most changelings, including Restel, so after this, a stop at his cave was in order.

For now, the narrow corridor made a slight bend, forming a blind corner that Faltic was grateful for, as he heard voices growing louder from around the bend. Faltic halted in his tracks, and quickly flashed a green flame around his body, shifting into a rock roughly the size of himself. Faltic shut his eyes so as to not expose them, and listened.

The voices became apparent that they were passing, and Faltic caught a snippet of their conversation as what sounded like only two changelings trotting past.

"-just so ready for it. I think we've got the numbers."

The voices Faltic eavesdropped on sounded feminine.

"Yeah, well, we'll see. We're about as ready for it as we can be."

The second one almost shook Faltic out of his rocky disguise. Without a doubt, it was Cyril. From what he could tell behind his eyelids, the only light of the torches was being extinguished, slowly bathing him in darkness.

Cyril's voice piped up again. "Definitely the numbers, hopefully the strength." She chuckled at the end of her sentence. Cyril and the mystery changeling's voices started to fade as they put distance on Faltic.

"Your ear not going to deter you?"

Faltic had to hold everything back to not give himself away with how heavy the feeling in his chest became.

Faltic could hear Cyril sigh. "Shouldn't. I should get something to cover it though."

The other changeling that was with Cyril said something, but it was unintelligible. Faltic waited like a stone. Leaning on his patience to make sure they were gone before dropping the veil of his disguise. Once Faltic shifted back into himself, he opened his eyes and began to pant slightly. Reaching a hoof to his chest, Faltic drew a deep inhale, and exhaled as he reached his hoof out.

After which, Faltic hit himself in the head before continuing.

As previously thought, it was completely dark. Near pitch-blackness bathed Faltic as he steeled himself, continuing one hoof in front of the other.

Second thoughts attempted to creep their way into the forefront of Faltic's mind. Ones of regret, hesitance, the long-term impact, but all were immediately shot down. Faltic's mind cleared when he finally approached a dead end, but continued walking into it. As expected, an entrance manifested itself in the wall, and Faltic stepped through.

More pitch-blackness enveloped the area. From what little silhouettes Faltic could make out, he started to run his hoof along some of the shelves that lined the walls, and found exactly what he needed. Faltic picked up the two rocks that sat on the alleged shelf, and immediately started feeling the wall now. His hoof bumped into something, and once feeling what was on the wall, Faltic held up the rocks and clacked them together, causing a spark to elicit flame onto the torch.

The room was dimly lit from the singular torch, but it was more than enough light for Faltic to find his way around. Shelves and filing cabinets lined the walls, and a desk in the back held several more. As scratchy as some of them were, most were labeled. Faltic scanned through every label, passing by everything he didn't need. There wasn't a need to be swift about it, no changeling would be coming back in here for a while. By now, notices had been sent out, so what need was there for all of this?

Faltic's eyes halted as he read the label 'ineligible.' Pulling the cabinet open revealed a long line of disheveled folders. A hoof of Faltic's started peeling them apart, briefly reading every name that he saw, and moving on to the next when it didn't say 'Restel.'

When this cabinet yielded no result, Faltic looked lower, and found the next one had also been labeled as 'ineligible.' It was rolled open immediately, being thoroughly and swiftly searched. Finally, Faltic came across Restel's name being printed on a folder.

Pulling it from the cabinet, Faltic also nabbed the torch from the wall, and brought it over with him to a table that sat nearby.

The folder silently came to rest on the table. A large red stamp was marked on the front.

There was a moment's hesitation as Faltic stared at the face of the folder. Previous pestering thoughts had started to creep back into his mind once again. Ones of regret, conseque-

Oh shut up. Faltic swatted the air with his hoof as he shook his head clear, dissipating any thoughts that clouded his intentions.

The torch was set on the corner of the table in a metal holder, and Faltic peeled open Restel's file.

Inside was... mostly empty. A couple of papers of which Faltic had no need to skim through. Rather, he quickly swiped whatever was inside, discarding the now empty folder. A cabinet full of empty folders was swung open as Faltic picked one out at random, quickly stuffing Restel's items inside the fresh file. Faltic scanned the table he was at, and then the room. What he needed now was the green eligibility stamp.

The only lit torch was picked up from its holder in Faltic's hoof as he took it around the room. Shadows rapidly cast themselves in response to the one moving light in the room. It was a quick hunt before Faltic came across two stamps in their respective holders across the room. Coincidentally, a small container of green ink lay beside it.

Faltic wasted no time in taking the stamp in his magic, pressing it firmly into the green ink, and floating it back to the table where he came from.

One last look of hesitation grabbed Faltic, before his magic pressed the stamp down, solidifying his actions. A green pair of fangs were left in the wake of the tool.

With that out of the way, now came delivering the notice to Restel. Possibly the most gut-wrenching part.

It was with good intentions, right? Faltic couldn't imagine himself in the field alone. The only one he shared any familiarity with was Cyril, and she hated him, for sure.

The freshly stamped folder was quick to be whisked away into the cabinet for eligibility. It was almost overflowing, so it had to be pushed in snugly.

Faltic turned hoof, casting the light of the torch around the room. A paper notice was how an invasion notice arrived, and undoubtedly, this room was full of papers.

Without wasting any time, Faltic began to scavenge. As many papers were skimmed over, Faltic couldn't help but wonder what could happen if he was caught. Punishment? Probably. However, who would notice? Hundreds, hundreds of changelings were to be in Canterlot, what was one more?

Of course, the one that would notice is Restel's kin. That changeling hadn't gone a day or night without Restel's aid, and practically needed him. But so did he! Faltic had just as much a friend in Restel as Restel did Faltic.

Thinking of it, Faltic had to hurry. It was sundown by the time he got here, and if there was any chance of seeing Restel before he turned in was most likely wearing thin by now.

His search finally yielded results when a stray stack of papers issuing an invasion notice was found. Possibly overflow, as these lacked credentials from Chrysalis herself. Forgery couldn't hurt.

Faltic swiftly took two of the papers, snagging a quill in the process. The notices were planted down on the table, and Faltic made quick work to forge Chrysalis' signature at the bottom, and writing in Restel's name where necessary. Two more things remained, and Faltic was quick to scribble in ‘Canterlot invasion’ and ‘To Manehattan.’ Faltic held it up to himself to look over one last time before mimicking what he wrote on the second paper.

This was it. His ticket to not being alone for the invasion and beyond.

Prying Restel away from home.

Faltic shook his head, dismissing any negative thoughts of selfishness. One paper was stuffed into a leg hole on Faltic's foreleg. A quick alteration to his foreleg was made, as the notice was then concealed by removing the leg hole it was in. After returning the torch to its mount on the wall, Faltic blew it out, and held the second paper in his mouth. The room was plunged back into its former darkness. Only one place to go now: Restel.

Faltic made a steady trot for where he came from, as a hole in the wall seamlessly opened up for him. A straight shot down the narrow, dark cave would be it before-

Faltic's heart almost stopped, as just up ahead, a hole in the wall appeared well before he got there, and another changeling flew in, halting upon seeing Faltic standing there. From what sparse light there was, Faltic could hardly make out the other changeling's outline.

The silhouetted figure spoke first as it stepped forward. "Excuse me, no other changeling's are allowed in here after close."

Faltic almost wished his heart had stopped. That voice was identical to earlier.

Cyril.

She continued advancing, and spoke again, more intimidatingly. "You better explain yourself. Why're you here so late? And who are you?"

Faltic drew heavy breaths, not far apart from one another as he faced exposure.

"Either you speak now, or I alert the guards."

Ideas and thoughts of what Faltic could say all crammed in his brain, each one trying to be the first to escape his mouth, but nothing came out. However, before he could make a sound, the sound of clacking reached his ears, as a torchlight suddenly lit, illuminating both his face and Cyril's as she had lit a torch on the wall.

Cyril looked as if she recoiled at the sight, and a hoof of hers halfway came up to her head. Faltic immediately saw why: her ear was practically almost gone.

"Faltic? What are you doing here?" Cyril stomped her raised hoof to the ground for emphasis on her question. Faltic's ears pinned back to his head as he sheepishly stayed quiet. It wasn't long until Cyril caught sight of what he had in his mouth.

"Why do you have that?" Cyril quietly gasped as she recognized it, tearing it from Faltic's mouth. "Do you know the punishment for something like this? What're you doing with this?"

Cyril's questions hammered Faltic as he had remained silent until now. "I-I was delivering it."

"You have zero authority to, and to who?" Cyril's countenance only grew more aggravated as her questioning continued, only to be met with Faltic's timid responses.

"Restel," Faltic mumbled quietly.

Cyril heaved a sigh as she craned her neck to the ceiling, rolling her eyes before looking down, shutting her eyes and putting a hoof to the bridge of her snout. "Faltic, he's ineligible. He has an essential presence in the Hive, and provides for another. He cannot be in the field for scouting, let alone an invasion. This isn't some 'in and out' thing. This is a long-term scouting notice being sent out to those that can do it. Like you and I."

Faltic nodded in response, rubbing his shoulder with a foreleg and looking down at the ground.

"You've been training to be a scout, you don't hold an essential presence, so you'll be in the field after the invasion. Not Restel. I'm going to get my water.”

Cyril didn't say another word as she pushed past Faltic, an extra pinch of agitation in her steps. As much as Faltic wanted to stop her, apologize, to say more… he knew he had to go, and did so, taking off in a brisk trot towards the wall. A gap opened up for him, allowing him to step back outside. Faltic unfurled his translucent wings and took off, completely retracing his path from earlier.

The moon had begun to rise, as expected, and it couldn't be too much longer before Restel would be lights out. The amount of changelings buzzing around the Hive were scarce now. A cool breeze whipped around Faltic as he hastily made his way back.

It was a good thing he made a copy.

*****

Faltic had returned to the narrow caves in the back of the Hive where changelings resided overnight. The journey back to the housing caves had been relatively quiet, bereft of other changelings in sight, save for a few exceptions. It was dark, quiet, but Faltic knew where Restel was.

Faltic had made sure he wouldn't forget, as he had previously scraped a thin line in the rocky wall, marking where Restel was. It wasn't difficult to find it, also since Restel didn't stay far in the back like he did. Faltic knocked on the rocky wall to the left of the marking, taking a step back to wait patiently. Hopefully it wasn't too late to make a visit.

While waiting, Faltic raised his foreleg where the crumpled invasion notice was held within, taking a deep breath before sighing it out.

A tiny gap opened up in the wall in front of Faltic, hardly the size of his eye, and a muffled voice called out from the other end.

"Now just who is knocking so late at night?"

Without a doubt, it was Restel. Faltic glared at the peephole, sheepishly smiling and waving. The peep hole vanished, and a much larger one opened up before him, revealing Restel fully.

"Faltic? What's up?" Restel asked, welcoming him into his room.

Inside was almost no different than Faltic's, similar to a hotel room. The one exception was that there were two scrappy looking beds instead of one.

"Wanted to visit before turning in for the night. And, well, before I leave for probably quite some time," Faltic said, and spoke almost quietly.

The changeling sized hole in the wall closed behind him, and Restel had gone back to his bed, taking a seat on it. "Yeah? How's all that scout training going? Aside from that mandatory thing."

Faltic's chest felt a little heavier than normal with that subject brought up, and tried to stray from it. "Oh, scout training is fine. In fact, I've been assigned a location after the invasion already."

"Where to?" Restel asked.

"Manehattan. They also already have a place for me to stay. Some hotel," Faltic stated, letting go of his timid nature earlier, and speaking with more confidence.

Restel whistled. "Manehattan? That's a huge city from what I've heard."

Faltic nodded, and Restel picked back up. "You know where Cyril is going by chance?"

Then Faltic shook his head. "Not a clue. It never occurred to me that I'd have a chance at not being where she is." Both changelings shared a small laugh at that before Restel picked up the conversation again. "I mean hey, this'll be good for you! You're serving the Hive well, and you've come a long way from being the small fry you were."

Before Faltic could respond, Restel suddenly piped up again. "Also, wait. There's what, hundreds of changelings going to this invasion? And you're still going to be active after?"

Faltic nodded. "Yup. A lot of participants are mostly just there for strength in numbers, and aren't actually scouts from what I hear."

"Ah. Oh, wait." Restel got on his stomach on the bed, dangling his head down, face first in the gap between the bed and the floor. "Yo, you can come out. It's just Faltic." Restel picked his head back up, and stayed looking down. Another changeling's head slowly peeked out from under the bed, looking around, then up at Faltic.

Faltic looked down at him, and offered a small wave. "Hey Skeps."

Skeps didn't expose any more of his head, and not even his neck was visible. "Oh, hi Faltic." After that, Skeps slowly receded back under the bed. Restel sighed, puffing one breathy chuckle from his snout.

Faltic mouthed something silently to Restel, which Restel responded by mouthing 'later' back to him.

"Well, I imagine it'd be quite the experience." Restel stood up from the bed, continuing talking as he did so. "I'd go but, you know, Hive work, Skeps, my hooves are tied."

Now Faltic sighed. "Yeah, I know." Restel made his way back towards the wall, as a hole opened up in the wall for him. "You're going to be fine, Faltic. You haven't toughened up for no reason. Once you get back, I'll be here for you."

Those words, as encouraging as they may have sounded, only stung Faltic with what he was doing right under Restel's nose.

"Thanks." Was Faltic's only response.

"I know it was short, but we've got to be getting to sleep soon. Still, enjoyed the visit." Restel held up his hoof for Faltic, which he accepted, hoof-bumping Restel on his way out. Before the wall shut closed, Restel halted Faltic, and both changelings stepped beyond the wall, the gap closing behind them. The two changelings were now alone in the dark tunnels of the housing caves.

"What? What is it?" Faltic asked.

Restel motioned his head back towards the wall. "I said later, now is later."

Faltic brought a hoof to his chin as he remembered. "Oh, yeah. Skeps. You know, I don't really know him well."

Restel rubbed the back of his head. "Yeah, he's a special case. I don't know what's up, never have. He can't disguise, he can hardly leave the room. When he heard you knock, he bolted under the bed. But, hell, he's that kin of mine from birth since our eggs hatched right beside each other, and at the same time, and I love him to death no matter what.”

Every iota of Faltic's body felt like crumbling. Either that, or kicking himself. He wanted to do both. "You're the nicest changeling I know."

Restel chuckled. "Hah, I know it." Restel playfully bumped Faltic in the chest with his hoof. "Now get out of here, and goodnight."

Faltic watched as the hole in the wall closed shut in front of him. Taking a look up and down the cave, there was no other changeling in sight.

Not a sound.

Faltic lifted his foreleg, and slowly shifted it, revealing the crumpled paper in his leg hole. Pulling it out, Faltic smoothed it as best he could, and looked at it one more time.

Restel. Canterlot invasion. Send to Manehattan. Faltic read silently. As hesitant as it made him, Faltic reached out, and slid the paper in a small slit between the rocks; the changeling version of a mailbox.

With that, Faltic trotted away. It was done. Restel would wake up tomorrow and find out he was to be taken from the Hive.

Taken from Skeps.

As much as Faltic didn't want to think about it, nothing could shake the thought. Restel was always a happy changeling. Faltic couldn't recall a single time he'd been upset. Angry? Maybe, but never sad or anything. Restel was chipper, and always seemed to make the best of any situation. Faltic only hoped that would carry over to... this.

Faltic dipped through a hole in the wall that had appeared, trotting into his own space, and going straight for the bed.

Faltic laid still, eyes wide open. Sleep was the goal, but there were no steps taken towards achieving it.

Cyril would be out there somewhere, and Faltic was taking Restel for the ride, no matter what it took.

Chapter 14

Sunlight trickled in through the curtains of the room. As the rays of the rising sun poured in, it shone across Faltic's closed eyes. However, it wasn't that which caused Faltic to wake up. He already was, but decided not to open his eyes. No thoughts, no recollections, and no memories had returned to Faltic's mind... yet.

What pulled Faltic to attention was the sudden crashing thud he heard.

"Uugghhh... ow."

Sure enough, it was Restel. Faltic continued his façade of being asleep, however, he couldn't sell it well with the smile tugging at his lips.

"Restel? You up?" Klaven's voice sounded, causing Faltic's ear to twitch. His voice almost sounded a little muffled.

"Oh. I'm up. And down. Both." Restel didn't sound very enthusiastic.

Faltic couldn't help his smile from growing, and he chewed his lip with a fang to stop it from growing any wider.

Suddenly, something soft collided with Faltic's face. "Oh shut up." Restel's voice sounded again.

The soft hit to the face brought Faltic back to reality, as everything came back to him. Restel, Cyril, his own actions-

Yeah, yeah. Shut up. Faltic thought to himself.

Faltic finally decided to open his eyes, with Restel standing and yawning in front of him being the first thing he saw. Rolling over, Faltic now lay on his back, his head propped up slightly by the back of the bed and a pillow. To his left, Klaven stood with a toothbrush in hoof, brushing away at his teeth.

"Since when do you brush your teeth?" Faltic asked.

Klaven shrugged, and spoke through his toothpaste covered teeth. "Don't know, but I rather keep the holes on my body exclusive to my legs, rather than have them on my teeth too." Klaven ducked back into the small bathroom. Faltic and Restel shared a look at each other, and while Restel smiled and chuckled, Faltic found it hard to do so, his face remaining stagnant.

Restel's amusement had ceased, and he got back onto his bed, sitting on the edge of it. "Faltic, you coming with us today? We're going store browsing."

Sitting up straight, Faltic looked confused. "Didn't hear about that. Store browsing?"

Klaven rounded the corner from the bathroom door, joining in on the conversation. "Yeah, both Restel and I have no plans today, and since Cyril isn't available today too, we could all go!"

Two pairs of eyes fell upon Faltic, awaiting his answer. However, Faltic slumped back into bed. It almost felt inexplicable, but Faltic felt he had a pretty good idea as to why both his mind and body felt weak, and unwilling. "Ehh, I'll join you guys later." Faltic said, sounding groggy.

"You sure?" Restel started. Faltic only sighed, grabbing a book that he had gotten yesterday from his nightstand beside the bed, hugging it to his chest. "Yeah, I think I'm going to relax in bed today."

Both Restel and Klaven looked at each other from halfway across the room. Klaven was the one to break the silence. "That's understandable. Though if you ever feel up to it, come find us. We're going to go perusing through Coltumbus Circle."

That name rang a bell for Faltic, as his ear flicked, he turned to look at Klaven. "That's a big place. The one just on the corner of Celestial park?"

Klaven nodded. "That's the one. We've got all day, so we're going somewhere that'll take some time. Maybe elsewhere too, but that's where we're going."

Looking briefly at the book he had clutched to his chest, Faltic mostly stuck to his initial response. "Maybe I'll join in later. For now, relax time."

Restel hopped up from the bed to all fours, stretching his legs. "Well, suit yourself. We'll bring you something back if we find anything." Faltic watched as Restel and Klaven both made their way to the door.

"When you say we, you mean..." Klaven started.

"You. You have the money." Restel and Klaven shared a chuckle as they both shapeshifted into the respective disguises of a green earth pony, and a garnet unicorn. Before the two left the room, Restel turned back towards Faltic. "Hope you feel better!" After which, the door shut behind them, leaving Faltic in a silent, lonely room.

Second thoughts crept into his mind. Maybe he should have gone? Probably not. It couldn't be a terrible thing to want to take a little bit of solace, enjoying a comfortable bed and a good book.

Anything to distract his mind.

*****

The sun was still rising over the heads of the ponies who tread outside, flowing like a current on the sidewalks of Manehattan. A disguised Restel and Klaven were included in the herd, making their way alongside a chest-high brick wall to their left and the street on their right.

"That's Celestial Park right there, isn't it?" Restel asked, motioning his head towards the brick wall. A canopy of the tree line had been lingering overhead for a portion of their trot, providing shade.

Klaven nodded. "Yeah. We were literally here yesterday."

"I know! I've just not seen it from this angle. It's a huge place." Restel defended himself.

"Pfft. Well, where we're going is literally on the corner of Celestial park," Klaven continued.

"Neat."

Both Klaven and Restel weaved their way out of the path of other ponies when needed as they proceeded on.

Restel looked around. Many carriages, some hauling ponies, some not, thundered past on the road. Otherwise, other ponies trotted. Some making a quick dash across the street, some talking to others. Klaven's voice brought Restel out of his observation.

"I was thinking."

Restel was quick to jump on that. "You think? I didn't know."

The smug grin that had crept onto Restel's face was met with Klaven's scoff and look of disappointment. "I was thinking... we're scouts, right?"

Restel nodded, looking around. Surprisingly, hardly anypony was in earshot. It was even safe to bet nopony would be eavesdropping. "Yes."

"And... we're sent here to ensure our presence and have intel on notable locations, Manehattan being one."

Restel slightly turned his head to pay side-eyed attention to Klaven, raising his brow. "Yes?"

"How is us... doing what we're doing, fulfilling that. Shouldn't we be... I don't know, infiltrating any Royal Guard, gathering real intel?"

Restel was silent for a moment as he processed all of that. "Uh... I mean, do you really see anything going on?" Restel gestured a foreleg broadly in front of them. Klaven paused as he looked around.

"Not really, no."

Restel smiled. "Then consider this area observed, and intelligence gathered. We report back with how these bustling streets are densely populated and how ponies get around here."

Klaven put a hoof to his chin in thought. "Ohh, so we also know the layout, just in case. Like how the Canterlot one was carried out?"

Restel nodded. "Eeexactly. Now don't think about it too much harder, you'll hurt your head."

"You're one to talk. I must've hit you too hard at the arcade." Klaven puffed his chest out a little as Restel chuckled. "Fair enough. If anything, I should be glad it wasn't Faltic. He'd hit me a lot harder."

Restel's shoulder was nudged as Klaven spoke up. "Implying I'm weak and didn't hit you that hard. You were completely dazed."

"Psh, dazed enough to think you were strong." Restel started a small fit of laughter at his own joke. Klaven huffed, and decided to change the subject. "Speaking of, how come Faltic didn't join? He seemed like something was bothering him."

Restel waved a dismissive hoof in front of him. "Ah, he's fine. When he acts like that, typically it means something is on his mind, and I'd bet bits it's Cyril."

"What bits do you have to gamble?" Klaven asked.

"Yours." Restel smiled and huffed air from his nose after he said that, with Klaven joining in on it briefly.

The two came upon a crosswalk at a roundabout where several other ponies were already standing. Both disguised changelings remained silent until the indicator to cross flickered, and the herd of ponies marched, passing seamlessly through the opposing group of ponies crossing the opposite way.

"Oh, also speaking of, do you remember when Faltic asked about me getting her that vacant room next to ours?" Klaven began. Restel simply nodded his head before Klaven continued. "And I mentioned to you yesterday I had a surprise? Well, after pulling some strings, I managed to arrange for Cyril to move into that exact room."

Restel's head quickly snapped to attention, looking directly at Klaven. "What? How? Does she even know?"

A smug smile was tugging at Klaven's lips. "I may or may not have been, and still might be, writing letters to Cyril to arrange this with her."

"And how did you find out which busted up motel on Entrot was hers?" Restel asked.

"Hotel connections," Klaven simply responded.

After crossing another two lanes of road, Klaven and Restel had arrived at the front of Coltumbus Circle. A few slim trees dotted the middle of the wider sidewalk, and storefronts with windows and mannequins displayed inside lined the walls. The building formed a near half-circle, and the main entrance lay just ahead. A several story wall of glass marked roughly the middle. It was impossible to see inside with the glare and reflection of the sun shining on the glass.

"So, when is she going to be moving in?" Restel asked, holding the door open for Klaven.

"Tomorrow." Was Klaven's simple response as both he and Restel entered. The inside appeared just as big as the outside. Three stories of floors were visible in front of them, as was evident with other ponies walking along the glass railings higher up. An escalator going down was immediately in front of them, and more mannequins displayed the walls on either far side of them.

Restel halted in his path as he was taken by surprise at the sudden news. "To-" Restel cut himself off as he held a hoof to his mouth. "Tomorrow?"

Klaven stopped as well, and now stood by Restel, out of the way of hoof traffic. "Tomorrow. She's going to be moving in in the morning. I kept it from Faltic for obvious reasons."

"Oh boy." Restel lifted his hoof and idly adjusted his gray mane, a smile creeping its way onto his lips. "This'll be interesting."

"Hey, Faltic asked for it, and we said we'd support him," Klaven said.

Restel finally met eyes with Klaven, internally admitting that what he said was true. It was the furthest Faltic had ever gotten with Cyril, and who was he to let down his friend? Restel nodded his head, and motioned for Klaven to start walking with him. "You're right. So what's the plan tomorrow?"

"Like I said, she's moving in in the morning. I believe the plan is to help her get her stuff to the new room, and then let Faltic help her out with arranging it. That'll be their date tomorrow." Klaven wore a smile of glee, but Restel was still skeptical.

"Just kinda, stay home?" Restel asked.

Klaven nodded. "Yeah. You know, you don't always have to go out somewhere nice to enjoy spending time together."

Restel hung his head low. "Ugh, you're getting all sappy on me." Klaven's chucking reached his ears as he responded. "We don't always go somewhere and, I speak for Faltic too, I still enjoy our time together."

"Uuughhhgghhh." Restel continuously shook his head as Klaven kept up his amusement at Restel's expense.

"Alright alright I'll stop." Klaven's short lived laughter died down.

The duo of disguised changelings made a right, only to be greeted with a wall of bright glass in the short distance ahead. There were only a couple of shops before then, and a walkway above crossed the gap between the small couple of stores. The murmur and ambience of other ponies chatting echoed throughout the building wherever they went.

"Weird. It already ends here," Klaven mentioned, slowing down in his walking. Klaven began to look around, and couldn't immediately find Restel, not until he turned all the way around to find him staring at him with a grin.

"You look lost," Restel called out. He wasn't too far, but Klaven had to approach him to speak normally to reach his ears. Both disguised changelings now stood near the entrance once again.

"Did you let me wander?" Klaven huffed.

Restel was chuckling before his response. "Yes. I should really get those leashes that some parents put on their kids who tend to wander off."

Just then, both changelings looked towards the entrance as they saw a small foal, harnessed to a leash held by a very inattentive looking parent.

Restel nudged Klaven's shoulder and started chuckling, looking away to avoid staring. Klaven responded with his own push off of Restel's shoulder. "Oh shut up." Klaven couldn't shake off his contagious smile, and began walking again, taking the lead towards an escalator just behind them.

The ride to the next floor was slow. There was an adjacent escalator going down, where some other ponies were headed.

Restel broke up to end the brief silence. "Why this place? Out of all of them."

Klaven turned around, facing Restel who stood a step below him. "We've got some of those coupon books at the desk, and admittedly, I browse through them sometimes. This place had an ad, and it looked interesting."

Restel raised an eyebrow. "You mean those tourist-y books?" Klaven nodded in response. "Yup."

Restel blew a small puff of air from his mouth, chuckling. "Wonderful. I love living like a tourist." He didn't want to say it, but the end of the escalator was approaching. It would be funny to see if Klaven noticed or not.

"Hey, you never know what's around here until you live like a foreigner." The escalator began to level out. Apparently, Klaven had noticed, and lifted a hind leg in preparation. Though, Restel still watched.

"Plus come on, we have all dagh-" Klaven had set his hind leg down preemptively and it caught the edge of the escalator. He stumbled back a step before hitting the ground on his flank. Restel couldn't keep his chuckling in check as he held a hoof to his mouth, stepping properly off the escalator. "Good one Klaven."

Restel offered a hoof, and Klaven took it, pulling himself up with chagrin. Restel still wore his amused expression.

"Get over yourself." Klaven scoffed as he shook his head quickly, shaking off his fall. The second floor had a similar layout to the first, yet it felt more open. In front, and in both left and right directions were shops, as expected. Just a bit to the left and behind the escalator was an open space with a glass railing, allowing for a view of the ground floor. The sunlight poured into the building from the glass wall entrance, reflecting against the marble tiled floor.

"Pretty," Klaven stated.

The two meandered into the open space, making their way to the railing at the end of the balcony-like floor. It wasn't much higher up, and there were more floors to go, but it didn't stop Klaven from perching his two forelegs over the top of the railing and admiring what he saw. Restel, however, put his back to it and scoped out the stores.

Something caught Restel's eye, forcing him to double-take.

"Uh-" Restel nudged Klaven's shoulder.

"Yeah?" Klaven turned his head to look at Restel, who was looking away, smiling and pointing a hoof.

Before he spoke, a small chuckle escaped him. "I just saw a very pink pony in that store over there. You don't think..?" Restel trailed off as he turned to meet Klaven's eyes, just before Klaven tried to peek at what was being indicated.

"Don't think wh-" Klaven's eyebrows raised at the sudden realization. "Oh. Oh."

Restel's light chuckling picked back up as he began to walk in that direction. Klaven quickly caught up, falling in beside Restel. No amusement found its way onto Klaven's expression. "You're still a huge jerk for that."

"For what? Getting you to play dress-up for a date?" Restel was smiling the whole short walk to the store. "The fact you pretty much went on a half-date with some guy as well makes it even funnier."

"If we weren't in public, I would throw you over the railing," Klaven said quietly as they entered where Restel allegedly spotted the abnormally pink pegasus. The store was mostly dead, as there weren't any other ponies in there with them, aside from two. Various shirt racks were spread across the room, all displaying something related to Manehattan. "Good gosh-" Restel began. "First you have us acting like tourists, now you have us shopping like them. Look at this." Restel pointed out a shirt with the word 'LOVE' written on it, except the 'O' was in the shape of Manehattan's borders.

"Psh. Need I remind you that you brought us into this store?" Klaven shot back at Restel as they both snickered at the cheesy design of the merchandise. Taking a quick look around and at other shirts, Klaven immediately knew that everything else was on the same caliber of Manehattan related knick-knacks. While Klaven analyzed the room, Restel had taken a few steps away from him. It didn't take long to find him, as he was approaching the pink pegasus.

Klaven's expression flattened, knowing that it was inevitable now, and went to catch up with Restel. Before Klaven arrived, the pink pegasus looked slightly confused as Restel made small talk.

"C'mon. The changeling invasion?" Restel went on, only to have the pegasus shrug, idly adjusting her yellow and purple mane.

Klaven gently shoved Restel aside as he made his way beside him, and got straight to the point. "I put on the dress and did the first half of your date."

The sudden realization hit the pegasus as her brows raised and looked up at the disguised Klaven. "You're joking with me, right? How would you know that happened?"

Both Klaven and Restel flared a toothy grin, exposing both of their long fangs. For her, it waved off all of her doubts as she quickly became more friendly. "Oh my gosh, hi!" Klaven was taken off guard when she almost lunged forward, wrapping him up in a fast hug. For while it lasted, Klaven briefly hugged back, and donned a smug grin, looking over at Restel, who then pointed a hoof at his open mouth to mimic vomiting. The pegasus broke the hug and immediately looked sheepish. "Sorry. It's just been a while and-" She grew a little quieter. "-honestly, seeing you all get tossed away like that, I thought you died."

Klaven shook his head, smiling through the thought of being dead. "Nope. And uh-" Klaven nudged the pegasus' shoulder with his own. "-we trust you can keep a secret."

The pegasus motioned as if she were zipping her lips, before immediately breaking the zipper and talking again, this time towards Restel. "I never got to tell you, but you're a huge jerk tossing this guy under the bus like that."

Both Klaven and the pegasus began giggling at Restel's expense.

Restel, however, couldn't contain his own smile. "Oh whatever. I'm going eye-shopping." Restel turned hoof, and made a slow path around the store, occasionally stopping to browse the shirt racks and trinkets, leaving Klaven and the pegasus by themselves.

"So wait, if you live in Canterlot, what're you doing here?" Klaven asked.

"A little trip with some friends. Their train is getting here later, so I'm just killing time until then." Again, the pink pegasus adjusted her yellow and purple mane.

"Same boat here. Killing some time. Also, now that I think about it, I never got your name." It was still odd for Klaven, only ever having referred to her, at least in his mind, as this exuberant pink pegasus.

She held up a hoof to Klaven as she spoke. "Oh, it's Skywatcher. You can just call me Sky."

Klaven mimicked the gesture, and hoof-bumped Sky. "Klaven."

Sky looked at him skeptically. "Is that really your name? Or a cover up?"

Klaven rolled his eyes and smirked. "No, it's genuine."

"Suure mister changing pony." Sky mockingly stated. She took a half step away from Klaven in the direction of the exit. "Well, glad you're still doing well. I've got to head to the train station soon for my pals."

Pals... Klaven briefly made a scan of the room to find Restel leaning against the front counter where a cashier pony stood. A blue pegasus with a black and green mane, striking a similar appearance as the one Restel had mentioned in his Canterlot account. Suddenly, the thought of Faltic struck Klaven's mind. Faltic was back at the hotel, unknowing of Klaven's plan. With the surprise of it happening tomorrow, Klaven wanted it to be perfect. Or... as best as it could be. He already had the day planned out that Faltic and Cyril would be together in the newly moved-in room. Klaven perked up slightly. "Hey wait-" Sky halted. "-you're a girl, right?"

The pink pegasus before him froze. "Yes... last I checked."

"Oh good. Well, asking for a friend, from a girl's perspective, what's a good date idea for you?" Klaven asked the question quickly, eager to hear the answer.

The pegasus standing before him looked to give the question some thought before replying. "To me, it sorta depends on the situation, but there's nothing wrong with going nowhere."

Now Klaven paused for a moment. Her opinion exactly aligned with his, and it almost seemed unbelievable. "...Nowhere?"

"Yeah! Sometimes it's nice to just... stay at home, enjoy each other. Y'know not every date has to be out somewhere nice and fancy and whatnot."

Klaven smiled, internally pumping his hoof to the air in success. Being reassured that she was serious with her answer strengthened his belief that tomorrow will be great for Faltic. "Yeah, I can see that. Thank you."

Once again, the pegasus had begun to take a few steps towards the exit of the store, giving her smile to Klaven as she did. "I hope that helps. It was nice seeing you again."

Klaven waved as he watched her leave. "Thank you, and you too!"

There was a brief moment of silence as Klaven was internally filled with glee, trying not to show it too much.

Remembering where Restel was, Klaven quickly made his way towards the checkout counter, now within earshot of the conversation going on.

“Hope that hayburger you left work for was worth it,” Restel said.

The blue pegasus behind the counter smiled, and waved a hoof dismissively at Restel. “Oh yeah, it was. And the store wasn’t left unattended for long. I returned shortly after that bubble threw y’all out.”

Restel looked over, and saw that Klaven had wrapped things up with that pink pegasus. Retracting his weight from the counter, Restel blew a raspberry. “Ain’t that swell. I still await my compensation for my time spent in your position.”

“Hah, you’ll be waiting a while, pal. Thanks anyway,” The cashier pegasus said.

“One day.” Restel turned to Klaven, and motioned his head towards the exit of the store. “C'mon, let's get going. I've seen enough cheesy touristy merchandise for a week.”

For some reason, Klaven was wearing a proud smile that Restel couldn’t explain.

*****

Once again, complete darkness. This time, however, there was a reason behind it. The reason being a hardback and several hundred pages between it.

Faltic's ear twitched as he woke up. The book he had been reading before became an impromptu sleeping mask. The nap felt nice, and Faltic made no move to take the book off of his face, or to get up. The brief moment after waking up and not having any memories was oddly satisfying.

That is, until a small click noise caused his ear to twitch again, and spark his brain to work and remember everything.

Faltic immediately recognized the sound of the door opening and closing softly. If Restel and Klaven were trying to be quiet coming in, they were doing a terrible job. Not only with the door, but the swishing of a plastic bag gave them away even further.

"Is he really asleep like that?" Klaven's voice sounded.

"Oh, he's fallen asleep in weirder spots before," Restel’s voice responded.

There was a hushed chuckle between the two before Faltic decided to make them aware he was awake. He lifted the book from his face, and looked over at the two. "I'm awake," Faltic said, admittedly sounding groggy.

Restel reacted quickly, and scurried back a couple of steps. "AAH-!"

Both Faltic and Klaven watched Restel's fake panicking, having completely opposite reactions.

"What?!" Faltic piped up.

Restel was holding a hoof to his chest, panting as he did. "Jump scare. Warn me next time you reveal your face."

Klaven was amused, and not trying to hide it as he snickered alongside Restel. Faltic, however, was trying to contain the contagious chorus of laughs from spreading to him, managing to hold it to a smile. "Oh whatever."

Faltic closed the book and set it aside on the nightstand. The thought only struck just now, and Faltic quickly looked towards the covered window. "Wait, how long have I been sleeping?"

Restel made the first move to his bed, going around the one Faltic was laying on, setting the bag on the bed, and then hopping onto it himself. "Dunno, but it must've been a while dude. The sun is down."

Klaven backed up Restel's answer by making his way to the window and pulling the curtains, revealing a dark, street lamp lit Manehattan. After which, Klaven took a seat on the chair opposite of Restel's bed.

Faltic put a hoof to his head as he sat up. "Gosh, my body must have caught up on some sleep I didn't know I was missing."

"Hope you'll be able to sleep tonight," Klaven said.

Faltic rubbed his face before putting his hoof back down. "I hope so too." Faltic eyed the bag that Restel had set on his bed next to him. "So what'd you two get? Where all did you go?"

"Went to that Coltumbus mall first," Restel began. "We surprisingly killed a lot of time there. Also, guess who we ran into?" Restel ended his sentence with him smiling. Faltic thought the worst already, especially when Klaven's attention was now focused on the conversation. "Who?"

"That pink pegasus from the Canterlot invasion that made Klaven put on a dress." Restel was almost chuckling at the statement.

"Oh yeah?" Faltic started as he looked over to Klaven. Klaven however, appeared to have no chagrin to it anymore, as his demeanor didn't shift.

Klaven only nodded. "Yup. We chatted a bit while Restel was admiring all the Manehattan touristy merchandise."

That got Faltic to look back at Restel for a moment, giving him a smug grin, before looking back at Klaven.

"What'd she have to say?" Faltic asked.

"She's here in Manehattan to meet some friends. She also gave me a piece of advice from a girl's perspective on a date idea."

Faltic looked confused, and raised a scrunched eyebrow. "Date idea?"

Klaven nodded again. "Yeah. What are you and Cyril doing tomorrow?"

Faltic diverted his eyes downward in thought. "You know... I don't know. Only had planned to go to her place and go from there. I've been asleep or reading all day that I never thought about it."

Restel chimed in at that moment. "Mostly sleeping."

Faltic sarcastically rolled his eyes. "Oh psh. What was her idea then?"

Klaven picked back up. "She said to stay at home. You've spent some time at her motel and it went fine. Why not reciprocate and invite her to spend some time here?"

Again, Faltic became pensive. The last time they spent time alone in a small room did go pretty well. It was also before Faltic knew it wasn't Whimsy. It'd be a simple fix, no traveling or spending bits, it didn't sound bad.

What did sound bad was how close Cyril would be to Restel.

A moment passed before Faltic spoke back up and raised his hoof. "Fine. I'll pitch the idea to her when I get there tomorrow. However, one condition."

"Go ahead," Klaven said.

"Both of you need not be here. Let us be, please." Faltic had a difficult time conveying that confidently.

Klaven nodded once again. "Fine by me. I work tomorrow anyway. What about you, Restel?"

Both eyes landed on Restel, who shrugged in response. "Yeah, I can find time to spend out of here for a while."

A small piece of the weight lifted from Faltic's chest. "Good. Then I'll see if she wants to come here tomorrow."

The small piece of the weight returned itself to Faltic's chest as he saw both Klaven and Restel look at each other briefly, before looking back at him. "If you have a condition, we have one too." Klaven started.

Internally, nerves and angst were chewing away at Faltic. "Yes?"

"You tell her who you really are. Drop the disguise," Klaven stated boldly.

All of the amounting weight flushed itself across Faltic's chest at Klaven's proposition. Faltic was silent for a moment. Revealing himself to Cyril? She would absolutely hate him still. It was his firm belief that she still wanted nothing to do with him, and that wouldn't change tomorrow.

Thankfully, Faltic didn't have to respond, since Restel began talking again. "I'm... kinda with Klaven here. I think you've proven yourself as much as you can. You've been a real good pony to her and you've got a chance to have her stay and listen to your side now."

Faltic drew a deep sigh. It was a two against one, and if there was a way out, other than the window, it eluded him.

"If you two uphold your end of staying out... fine." Faltic was already in too deep. What was a little further?

"You won't have to worry about me," Klaven said as he got up from the chair, making his way to the bed that he and Faltic shared.

"Me either," Restel added, yawning afterwards.

The only thing more contagious than Restel's humor was his yawning. Faltic caught himself mid yawn before seeing it spreading to Klaven as well. The room fell silent as the trio all looked at each other, before a conjoined sound of laughter sounded out.

"You started it!" Faltic stated to Restel, who was climbing under the blankets.

"And you joined it," Restel pointed out. "Poor Klaven was caught in the crossfire."

Klaven joined in, as he himself was getting under the blankets as well. "The thing is, Restel and I are actually tired. I don't know how Faltic can be after sleeping so much today."

"I'll find a way to sleep. If I lay still long enough, it'll happen." Faltic defended.

*****

It had not happened yet. Not even an hour later.

Faltic laid still in a near pitch black room.

The faintest of light trickled in from the window. Klaven hadn't closed them back, so the only thing he could see was a portion of outside.

Whether it was the fact that he slept all day being the reason he couldn't sleep, or the immense amount of anxious feelings towards tomorrow holding his mind hostage, he still wasn't asleep.

Thankfully, the sense of sight wasn't the only thing being stimulated. Restel had begun snoring.

Which reminded him; what was in their shopping bag?

Faltic rolled his head over to see where he last saw it, which was on Restel's bed. It wasn't there. Not on the floor either. Restel must have put it somewhere and Faltic completely missed it.

Eventually, sleep would take over. Faltic now stared at the back of his eyelids, unmoving.

Just get through tomorrow. Cyril will either hate you... or really hate you.

At the very least, once Cyril is done being so abhorrently disgusted with Faltic yet again, he wouldn't have to worry about it anymore.

Chapter 15

Somehow, Faltic managed to fall asleep last night. Despite Restel's audible snoring, and despite growing worry, his body managed to catch some rest.

When he woke up, Klaven was already gone, as expected. Klaven did mention he worked today, so Faltic knew where he was. It was a good thing, as Klaven wouldn't be here in the room for a portion of the day. Especially during the part where Cyril would be invited over.

That only left Restel. As far as Faltic knew, Restel didn't have anything going on with his love subject, so he would just be killing time somehow. So long as he wasn't here, Faltic was satisfied. However, that brought up the other end of the bargain made last night. Klaven and Restel both had a point. Maybe not the strongest in Faltic's eyes, but a point nonetheless. This was the most time Faltic had ever got to spend with Cyril, and he'd done nothing but his best to show that his character had changed.

Did he want to show himself? No. Would he rather jump out the window? Yes.

Though, if this did continue, which it was, dropping the disguise was inevitable. With pressure amounting against Faltic to finally do it, maybe it was about time?

Faltic lied on his back in bed, staring blankly at the pages of his book. His eyes moved with the words, but his mind retained nothing, as these thoughts plagued his mind.

Restel was still in the room, and in the opposite demeanor of Faltic, was up and making his moves for the day.

"So when're you heading out today?" Restel asked, presumably to get a time estimate on when he would have to go.

Faltic closed the book, setting it aside and taking a mental note to restart a few pages prior. "Uhh. What time is it?"

Restel took a few steps over to the window and looked up towards the sky. "About noon-ish."

Faltic sat up, stretching his forelegs. "I guess now to account for the walk there."

Beyond the stretching, Faltic hardly moved. It wasn't until another moment of pensive thought that Restel's voice broke him out of it. "You good?"

Faltic shook his head, seeing Restel standing, looking right at him. "Huh? Oh, yeah. I'm good."

Restel clearly didn't buy it. "You look pretty nervous, dude." Restel was staring straight past Faltic's calm exterior, and Faltic knew he could see his worry. Faltic inhaled a deep breath, releasing it for a moment after. "Is it that obvious?" Faltic tried to smile afterwards.

"Uh, yeah. Look, it'll be fine," Restel began. Faltic hopped off the bed onto all fours, stretching once again.

"I highly doubt it'll be fine. I fully believe Cyril still hates my guts and will storm out of the place once she sees it's me." Faltic's head started to hang low as his self doubt increased.

Immediately, Faltic's head was lifted when Restel put both his forehooves on Faltic's shoulders. "Listen. Time has passed since then, you've grown, you've changed, Cyril will see that. You've gone through this much already, and this is where you make it happen." Restel had started to shake Faltic's shoulders towards the end of his motivational speech.

Faltic was smiling genuinely this time, shrugging Restel's grasp off of him. "Alright! I get it. I can hear you trying not to sound too emotional on me."

Restel came to rest on all fours again. "I'm trying not to be. You're rubbing off on me too much." Restel shook his body as if he were cold. "Euughh."

"If it helps, your pep talk helped. At least a little," Faltic reassured.

Restel held a hoof up, giving Faltic a quick hoofbump before backing up towards the door. "Don't worry about Klaven and I. We'll be out of the way. You do your thing." After which, Restel was swiftly enveloped in a swirl of green flames, and reemerged as his usual green earth pony self.

Faltic only watched as Restel took his leave. Before Restel fully vanished behind the door, he called out. "You got this dude!"

The door shut. The clicking sound that followed sounded like finality. No more did Faltic have the help of Restel or Klaven, he was on his own.

After a minute or two of mental and physical hyping, Faltic donned his light blue earth pony Enthrall disguise. It would possibly be the last time Cyril ever knew it was just Enthrall.

With much hesitancy, and wishing he could just curl into a ball under a blanket instead, Faltic forced himself out the door into the hallway. Immediately, he noticed a couple of stray boxes at the foot of the door to the adjacent room. Faltic only looked at it briefly before heading for the stairs.

Must've been taken.

It was a silent walk down several flights of stairs. Upon reaching the lobby, Faltic spotted a disguised Klaven behind the counter. A quick exchange of a wave later, and Faltic begrudgingly made his way across the carpeted floor for the door.

Faltic stepped outside into a cloudless, sunny Manehattan day. It was almost the warmest he'd felt the air in a while, but it was still chilly. As usual, dozens of other ponies flowed up and down the streets and sidewalks, and the familiar skyscrapers greeted his vision.

He paused for a moment. Where would Restel be going to kill time?

"Enthrall!"

An extremely familiar voice pierced through Manehattan's chill air and reached Faltic's ears. His head snapped towards the direction of the sound, and sure enough, Whimsy was bounding towards him. Before he could react, Faltic was wrapped up in a hug by Whimsy. In a way, it put him at ease for the moment, the warmth feeling comfortable on his chest.

Something was different about Whimsy this time. She still wore her usual black coat and toboggan, which, Faltic mentally steeled himself knowing why she wore it. However, she was wearing saddlebags on both sides of her body.

As soon as she let go, Faltic was quick to question it. "Whimsy! What're you doing here? I was coming to see you."

Whimsy adjusted the strands of her light green mane that got in her face as she responded. "Hah, well, about that. I came to you today because I was just so excited for today." Whimsy's smile wore off on Faltic in almost the same way Restel's did. Her enthusiasm didn't go unnoticed to Faltic. It was almost worrisome.

Still, Faltic played it cool. "Oh yeah? What, we going hiking on a trail or something?"

Whimsy shook her head with a smile. "Noo. I did my hiking already today by coming here with all this stuff on my back."

It may have sounded uneasy, but Faltic gave a faint laugh. "Alright, so, what's it for? Spill the beans."

Whimsy chuckled almost maniacally. "Real quick, follow me-!"

Faltic had to whip his neck around to watch as Whimsy, for some reason, raced into the Pegasus Cloud Hotel. Faltic slowly, cautiously, re-entered the lobby, looking around for Whimsy.

It was empty in there. She wasn't in the corners where the chairs are. Looking behind the counter, Faltic saw a disguised Klaven peeking his head around the backroom, looking at something. Following his gaze, Faltic found Whimsy at the top of the stairs, waiting for him while trotting in place.

"Come onnn-" Whimsy urged Faltic to hurry up. Looking back at the garnet unicorn behind the counter, Klaven only flashed a fanged smile Faltic's way before disappearing into the backroom, leaving him alone.

Still confused, but with a little more haste, Faltic made his way to the stairs. Before he could reach the top of the first flight, Whimsy was already speeding up to the next one.

"Slow doowwn-" Faltic sarcastically said, followed by exaggerated panting.

"You move faster!" Whimsy responded, still going up steps quicker than Faltic could.

"Ememe you move faster ehmeheme" Faltic teased Whimsy while mimicking her voice. Though, he did speed up a little, managing to catch up slightly to Whimsy.

"Aha, floor eight." Whimsy pointed out, finally ceasing her immediate climb up the next set of stairs, now opting to dart down the paisley carpeted hall.

It didn't click in Faltic's mind until now, but they were on the eighth floor. His floor.

Whimsy had stopped just ahead. Right beside the boxes that Faltic had noticed on his way out earlier.

Faltic froze.

"Look! I'm moving in just next door!" Whimsy gestured to the boxes that sat beside the door, smiling towards Faltic and panting slightly from the hasty journey up the stairs.

"I- uh." Faltic fumbled over his words as much as his mind fumbled to make sense of it. He'd asked Klaven about this ages ago, or so it felt. He didn't expect it to actually come to fruition. Yes, the idea was for her to come up here, and now he was as thankful as ever to have convinced the other two to stay away, but this was a complete curveball.

"Your mouth is open," Whimsy said as she took a hoof to Faltic's chin, closing his mouth for him. He didn't even notice her approach.

Faltic shook his head, recollecting himself. "Sorry. I was just... surprised! This is a big deal."

"I know, I was surprised too when that hotel worker Klasp approached me with this, and a little overwhelmed. I can't believe you're doing this for me. So much better than that beat-up, shady looking motel from before. Klasp told me the move-in day was a surprise to you and... surprise!" Whimsy was rambling. However much Faltic retained was questionable.

Klasp... Klaven? Klaven did follow through with this. And... all what Whimsy... Cyril is saying right now, so badly Faltic wanted it to be genuine, but so badly did he know that her living right next to Restel is dooming himself.

Again, Faltic shook his head to keep his mind in the right space. "Huh. I knew I asked Klav-" Faltic turned his head to the side and coughed. "-Klasp to help me out. He never did tell me it was today."

Whimsy left Faltic's side and went back to the boxes at her door. "Well, here I am. I figure this could be our date today. Just kinda, hang out, you help me unpack, and then who knows." Whimsy shrugged, looking away from Faltic before catching his eyes again, appearing suggestive before him. Faltic swallowed his spit with nerves.

*****

The easy part was assisting Whimsy get all of her boxes into the room. While it didn't look like much on the outside, it was incredible how many items a girl could squeeze into a confined space.

Hair clips there, hair brush here, hair ties over there.

So many hair related things.

More than one black hoodie and toboggan. At least she stayed clean with that outfit she was always seen in.

Faltic found himself sweating from unloading a puny amount of boxes. Somehow. Most likely from Cyril siphoning his love.

This room was different from his, in the fact that there was only one bed. One very large bed, spacious enough for two with some extra leg room. The view was hardly a change from his next door as well, seeing over the exact same strip of road and being faced with the same buildings across the street.

Whimsy set her saddlebags on the floor at random, not worrying where they were for the moment, and was now sitting on the bed, idly fiddling with her hair as she scanned the room. The brief period of worrying where hair care items went staved off any wayward thoughts in Faltic's mind. Though with it being over, the first thought to whisper in his mind was dropping the Enthrall disguise.

Not yet... soon.

Faltic took an exaggerated belly flop onto the bed beside Whimsy, face planting into the covers and laying flat.

Faltic's ears picked up Whimsy's voice. "Too much work for you?"

Faltic only nodded in response, practically just rubbing his face on the blankets. He tensed up slightly when he felt a hoof touch his mane, his disguise of a mane. He could feel Whimsy playing with his hair. Faltic exhaled deeply and relaxed again, keeping his face pressed to the mattress to allow Whimsy to stroke his mane.

She can have more of my love to feed on. This is worth it.

After a moment, Whimsy spoke again. "You know, there is something missing here, it feels like."

Turning his head, Faltic's cheek was now pressed to the bed as he looked up at Whimsy. "What's that?"

Whimsy had a hoof to her chin. "Hmm. Some decorations. There's about... none in here. At least something on the nightstand or on the window. What do you think?"

Faltic looked away, pondering the question. "I mean, maybe a little something. I agree."

A thought struck Faltic, and as soon as it did, he picked up his head from the bed. "Oh, I've got an idea!"

"Whatcha got?" Whimsy asked as Faltic climbed off from the bed.

"Wait here," Faltic said as he made his way towards the door. Whimsy giggled in response. "Not going anywhere."

Faltic scurried out the room, and quickly made his way back into his own. It was empty. Obviously, Klaven was still down in the lobby, but Restel was a loose cannon that, for some reason, made him worry.

It didn't take long for the idea in mind to be found: the flower Faltic had taken from the campground those few weeks ago. Thankfully, the green flower had stood strong all this time, despite some negligence at times. Swiftly, Faltic made his way back to Whimsy's room, carrying the small pot that bore one green flower.

Whimsy was still exactly where Faltic had left her not a moment ago. Faltic held up the flower pot slightly, closing the door behind him. "I've got this. Picked it a while ago from a campground not too far from here." Faltic was lying. Technically, Restel picked it, then gave it to him. Even past Restel finds ways to help present Faltic.

Whimsy sprang from the bed, approaching Faltic with her eyes on the flower the whole time. "Ooh, that's pretty. It's perfect."

Faltic swore he could see a glimmer in Whimsy's eyes as she took the pot from his hoof. Though, he had to remind himself again that this was Cyril, not Whimsy. He watched as she made her way to the window, drawing the half-open curtains fully apart, allowing full sunshine in. After which, she set the new decoration on the middle of the window sill. "Course, I'll get it some water. I imagine it's been well taken care of by its previous owner."

Faltic made his way over to Whimsy's side as he admired the flowers' new spot. It suited the room well, he thought. Though, he had stopped looking at the flower after only a second, opting to keep his eyes fixed on Whimsy. As soon as she turned around, Faltic was immediately wrapped in a hug from Whimsy.

That familiar feeling of his chest being warm returned. This time however, his breathing felt heavy, and so did Whimsy's. Being pressed up to her like this, Faltic could always feel the rhythm of her breathing. The same as his, Faltic felt the abnormal tempo of her chest as well.

She's breathing heavily also.

They still held each other as Whimsy pulled her head back from Faltic's shoulder.

Faltic's mind could not be anymore scrambled. The urge to want to say or do something was overwhelming, as potential actions and words formed in his mind, but were tossed aside upon the image his eyes were taking in.

This is Cyril.

And I'm Faltic. I know she still hates m-

A sudden force pulled Faltic's head forward, and before he knew anything, his lips were locked to Whimsy's.

For the moment, no thoughts passed through Faltic's mind, nor did any sound reach his ears. Nothing other than Whimsy's breathing.

As she was the one to initiate, Whimsy was the first to pull away. Faltic resisted the urge to lurch forward and keep it going.

Whimsy was giggling again, and shimmying free of their grasp. "You tensed up a lot. Hopefully that helped."

It was true, Faltic still stood, unmoving like a rock. Finally, his head turned, his lips forming a half smile. "Ah, yeah, I guess I did."

I kissed Cyril.

...No, you didn't. That was Whimsy. Plus, it's her trying to feed off more love from you. Changeling, remember?

You're wrong! It was genuine, and you know it.

"Hey, Enthrall!" Whimsy's voice sounded, breaking up the internal conflict and causing Faltic to look over. Whimsy was on the ground at the foot of the bed. Faltic shook his head, hoping his mind would start thinking straight again. "Yeah?"

"I asked Klasp to put this here before we got here. Fancy a board game?" Whimsy pulled out a large rectangular box from underneath the bed. 'Ponopoly' was written in big white and red text.

"Oh gosh, ponopoly? That game takes all day," Faltic sarcastically exclaimed.

Whimsy rolled her eyes, smiling at Faltic. "I mean, if you don't want to spend all day together-" She lingered on the last word, teasing Faltic.

Faltic shook his head, breaking free of his shock and darting over to Whimsy. "No no didn't say that!"

Whimsy giggled as she got settled on the bed with the box. "That's what I thought."

Chapter 16

Upholding his end of the deal was boring. Klaven at least had something to do. He, however, had nothing.

"He better have shown himself by now." Restel spoke quietly to himself. An old habit that slowly returned the longer he was by himself.

A cloudless, sunny sky spread above Manehattan's many buildings. A disguised, green earth pony Restel was too busy trotting up and down the streets, counting how many ponies he passed to notice. It felt like ages since he left Pegasus Cloud in favor of aimlessly wandering the streets of the city.

"I swear I've seen that same guy like, four times now. And my legs are getting tired."

Stop talking to yourself.

Restel shook his head lightly, spotting the nearest bench, and quickly filled its vacancy. Restel sat, leaned back with both his forelegs hung off the backrest, resuming counting ponies as they walked past.

184... 185...

"No, she doesn't count. Seen her before," Restel whispered to himself.

Giving up, Restel leaned his head back, and closed his eyes. Possibly not the most appropriate places to let one's guard down, but in such boredom, what else was there to do? Surely by now, Cyril and Faltic were in her new room, moving things in. Getting to know each other...very well.

Restel's eyebrows scrunched up. "Ew."

At least, he only hoped they wouldn't be anywhere near or on his bed.

Except... they wouldn't be? Klaven explained yesterday that their date would be moving into her room, which meant they wouldn't be in his, right?

Restel's eyes popped open, squinting them immediately at the sunlight attacking his eyes. Restel brought shade to his eyes with a foreleg, peering down the block.

If I walk slow, I could go back now.

It didn't take long for Restel's body and mind to come to the same conclusion. Standing up, Restel began a slow walk in the direction of the Pegasus Cloud.

"It's been almost an hour, surely. I'll stop by with Klaven first."

Restel never realized until now just how boring a pony he was without his friends.

Technically, he was still staying away, even if he was just in the lobby. It's where Klaven was, so if it counts for him, it would count for Restel too.

Restel shrugged his shoulders at his thoughts.

Oh well.

*****

The lobby was surprisingly empty as Restel entered. Not even Klaven was behind the counter. At least, not up front. It was about a twenty minute walk back here, after what felt like hours of mindless walking up and down the streets.

Restel made his way to the front counter. Klaven wasn't anywhere to be seen. Yet. From the corner of his eye, he spotted a service bell. Restel took one quick scan around the lobby to make sure it was empty, and returned his gaze to the bell. Restel grinned as he lifted a hoof, and dinged the bell once, quietly, flinching slightly at the sound. Looking around both behind the counter and around the lobby, there was no response. This time, Restel brought his hoof down harder on the bell, dinging it several times intermittently.

From around the corner appeared a garnet unicorn with a black mane and tail, who approached the counter opposite of Restel wordlessly, staring at Restel with a deadpan face.

Restel's eyes flitted between the service bell and Klaven as he continued to ding the bell. Once it became apparent that Klaven wasn't reacting, Restel's energy on the bell waned, as he dinged it quieter and less often, his smile fading too. Once he stopped, his hoof settled back to the ground.

Restel coughed in the brief moment of silence, reigniting his smile as he looked at Klaven.

"I'm not giving you my customer service smile," Klaven said calmly.

"Oh c'mon. Is that any way to treat a patron?" Restel joked.

Klaven slid the bell off the counter, hiding it away from Restel. "That 'ring the service bell when the employee is already here' happens so much that I can't even fake smile at it anymore."

Restel's smile turned sheepish. "Sorry."

"Don't worry about it." Klaven lifted his hooves to the table, resting his chin on them. "Are you bored out of your mind too?"

Restel nodded. "Definitely. I've been wandering the streets for what's felt like hours."

"Couldn't think of anywhere to go, or something to do?" Klaven asked.

"Nope. Why's it not so busy here?" Restel broadly gestured around the lobby.

"Well, it's past a majority of ponies' check-in and check-out times. So mostly it's just them coming to and from their rooms." Klaven blew a puff of air at nothing after his answer.

"Makes sense. I was thinking actually I sho-" Restel was quickly cut off by Klaven, who perked his head up as he did. "You think? I didn't know." Klaven was smiling as Restel gave him a raised eyebrow.

Both changelings shared a short chuckle before Restel rolled his eyes. "I think you're stupid. Anyway, I was actually thinking about going back up to the room."

Klaven's expression shifted to worry. "What? Why? We said we'd stay away."

Restel avoided Klaven's eyes as he explained himself. "You did say their date today would be in her room, not ours. I'm really craving my bed right about now."

Klaven was looking even more worried now, tapping his hooves together. "What if you interrupt them? Like, they're right about to do something and then boom, Restel shows up and puts a stop to it."

Once again, Restel's eyebrow raised. "Like those clichés in stories? The two lovers are about to kiss and then something stops them?" Klaven nodded quickly.

"...Don't ask me how I know that. Faltic talks to me about those stories sometimes. But, trust me. I'll slip into our room so fast they won't even hear the door open or close." Restel tried to reassure Klaven, but it seemed to do little to help.

"How about this-'' Klaven started. "-You wait down here a bit longer, just to avoid that cliché, and then you go up. And... Please be fast, and quiet. Don't let Faltic know you're there." Still, Klaven fiddled with his hooves in angst, not wanting to ruin anything for Faltic.

Restel's shoulder slumped as he groaned. "Fine. I'll wait." Right after, Restel started to make his way to the couches in the corner of the lobby.

"Oh, and could you do me a favor when you go up?" Klaven asked, grabbing Restel's attention. "Yeah?"

"Could you grab my book off my nightstand? Not Faltic's one. And can you grab my good quill? This one writes bad." Klaven held up a quill to demonstrate his point to Restel.

Puffing his chest up in mock pride, Restel saluted Klaven. "Aye aye, captain. Right after I crash on this couch for a few." Completely ignoring past wishes to take care of the lobby furniture, Restel leaped to the air, and landed his full weight along the length of the couches cushions from armrest to armrest.

*****

It couldn't be more perfect. A smile tugged at the corners of Faltic's lips, and no matter how tired his cheeks felt, it just wouldn't go away. Little was his mind focused on the actual game being played, rather, more was it focused on the disguised Cyril across from him.

The two laid on the bed with the Ponoply board between them. Paper money scattered the bed, and the game was in the middle stages of being played.

Whimsy poked her chin in thought, eyeing the board carefully. "I'll trade you... Appleoosa for Ponyville. Whaddya say?"

Faltic still couldn't shake the possibly dumb looking grin on his face. "Ehh, I don't know. I'd need a bit more for that." Whimsy rolled her eyes and smiled in response. Faltic's chest fluttered as he watched her scoot forward, leaning her head fully across the board, closing the gap between the two and planting a quick peck of a kiss on Faltic's lips.

"How's that?" Whimsy said as she pulled back to her side of the board.

"You've got yourself a deal!" Faltic said, almost in childlike fashion as he couldn't contain his happiness. The two exchanged their property cards and continued the game.

The only thought Faltic had was of being secluded in this small room with Cyril. Not only that, but getting to finally be with her.

Technically, they weren't an official thing, but all the hugs and kisses sure made it feel like it. Faltic owed a huge thanks to Klaven and Restel for leaving him be right now. Restel especially, since trying to find something to do alone was not his strong suit.

Still, now that the topic of actually asking Whimsy... or Cyril, out barged its way into Faltic's thoughts. Of course he wanted to ask, but hesitation was the decisive winner. Why ruin a perfectly good moment?

Whimsy was noticeably slow with taking her turn this time, and it didn't go unnoticed. Faltic immediately jumped on it. "You alright?"

Whimsy didn't bother to move her piece. In fact, she looked as if she was looking for an excuse to talk. "Oh, yeah. I'm fine. But, you live next door right?"

Faltic slowly nodded in response. "Yeah. Why?"

Whimsy's eyes diverted from Faltic's and looked towards the door. "Well, I was just curious. You want to show me around there? You've seen my room, now let me see yours."

For the first time in a hot minute, Faltic's unwavering smile faltered. "Oh, my room? I uh, don't imagine it would look much different from this one." The grin on Faltic's lips began to shift from happiness to worry as he chuckled at the end of his response.

"Maybe it'll look the same, but it'll feel different. It's your place, you live there, I want to check it out with you. Heck, you're always at my place or coming to me. Let's go where you stay for a change. If that makes sense." Whimsy was smiling the whole way through her speech. It tugged at Faltic, egging him on to never want to see her lose it.

After tilting his head side to side a few times, Faltic spoke up. "Fine, fine. Since you want to see it so bad."

"Yay!" Whimsy immediately perked up, shuffling her way off the bed to all fours, not worrying that she had disturbed the pieces of their game. Faltic climbed off the bed, shaking off any stiffness that had crept its way into his legs. The two exited from Whimsy's new room, and were now in the open hallway. It wasn't until now when Faltic had begun to feel a little weary, and not just from Cyril siphoning his love. It wasn't the plan to leave the room.

Bringing out the card to his room revealed those nerves. Faltic had missed the entry slot for the card once, then twice, then flinched when he heard the hoofsteps of somepony else approaching, dropping the card in the process. Whimsy was chuckling behind him. "Are you alright?"

Faltic looked around, seeing that the sounds of the hoofsteps was somepony he didn't even know. He made his way to pick up the dropped card as he answered. "Yeah, yeah. Just... cold. Either your room is colder than I thought, or it's freezing in these hallways."

"This is coming from somepony who wears no clothing out in this Manehattan cold." Before Faltic could respond, two embracing legs wrapped around his shoulders. Whimsy was hugging him from behind, speaking a little quieter than normal. "Don't worry, I'll keep you warm in here."

As much as the warmth put Faltic at ease, his brain shutting down from Whimsy's hug almost caused him to fumble the card again. Thankfully, he managed the door, and the two were inside. Faltic came in second, shutting the door behind them swiftly and quietly.

Whimsy had stopped just a few steps in, turning back to look at Faltic. "Two beds?"

Faltic's eyes quickly switched between her and the beds. "Cheaper."

There was a brief moment of silence before Whimsy simply shrugged her shoulders. "I guess. Oh wait-" Whimsy quickly trotted over to the window, peeking outside. "The view is so much different over here."

Faltic tilted his head, moving across the room to meet by Whimsy's side, staring out the window together at the street below them. "So much different. Just like, fifteen feet over."

"Oh shut up." Whimsy lightly nudged Faltic's shoulder. "It's different. To me at least."

A lightbulb went off in Faltic's head. "Well, since it's so different, why don't you-" Faltic grabbed Whimsy's leg, tugging her around him. "-tell me how different the bed is?"

With little resistance, Whimsy was twirled around Faltic's body. "Oh psh. Which one?"

"This one!" Faltic chuckled as he pulled Whimsy just a little harder, and released, tossing her towards Restel's bed. Surely he wouldn't mind. Whimsy stopped herself just before the bed, her momentum causing her to teeter over the side of it. After a moment of holding her balance, she leaped onto the bed, flopping onto it before sitting up. "It's so different." Whimsy lost herself in a fit of chuckling before continuing. "Is this the one you sleep in? I can feel the dent where you lay on it."

Restel's dent, but close enough. Faltic nodded as he came over to the side of the bed. "Yup. Now, how about-" Again, Faltic grabbed at Whimsy's foreleg. This time, Whimsy put up more resistance. "-You tell me how different the floor feels."

Whimsy was fighting through her continued fit of laughs to speak. "No! Stop that! Enthrall-" She pulled against Faltic's grasp, sliding the blanket around in the process.

"C'moonn you. To the floor you go!" Faltic's cheerful smile returned as he playfully fought with Whimsy for control. Though ultimately, Faltic would gain control over her, wrapping his forelegs around her and dragging her off the bed, setting her down gently on the floor. Despite Whimsy's efforts, her snickering never ceased.

"You get to lay on the different floor. And I get to lay on the different bed." Faltic climbed onto the bed, looking down at Whimsy, who had accepted the floor as she laid on her back.

"I'm going to give you a different kind of hitting-you-across-the-face once I get off the floor." Whimsy did her best to look angry, but it ultimately failed. Faltic leaned and reached down to poke her snout with his hoof, to which it scrunched up slightly.

"Hah. Like that'll happen." Faltic pulled his head back up and looked around the room for once. Right away, he spotted a book that wasn't his on the nightstand beside his bed, on top of it was a quill.

Weird. That's Klaven's good quill that he uses for work. He's at work.

The thought quickly passed through his mind. Returning his attention back to Whimsy on the ground, the thought slammed itself to the front of his mind again. Faltic's eyes widened.

He always uses that quill at work. Wait-

Just then, a sound reached Faltic's ears. The sound of the door clicking, the last thing he wanted to hear. It would wake him up from a thousand nightmares. Sadly, he hadn't woken up yet. Swiveling his head hard enough that half his body turned, Faltic looked directly at the door, just to watch as a disguised Restel came in, closing the door behind him.

"Faltic? Hey! What're you doing here? Thought you were in there with Cyril."

Faltic's body trembled.

From beside him, Faltic heard the shuffling of Cyril positioning herself upright, sitting up and poking her head over the bed. "Wh- what did you just say?"

Chapter 17

Restel tilted his head with slight confusion. With what time he had stayed away, Faltic had to have told Cyril what's up by now. And, as previously thought, he wasn't intentionally intruding. Faltic and Cyril were supposed to be in the other room anyway.

"I uh, asked Faltic why he's in here? I came to grab Klaven's book and his good quill," Restel clarified.

Faltic was staring blankly at Restel. If he turned around to see Cyril, he felt as if he might die.

"Faltic? Faltic?!" Cyril's voice sounded from behind him. It was understandably angry. Slowly, Faltic did manage to turn his head, only to find Whimsy with a very frustrated scowl. A quick swirl of green flames washed over Faltic, and once they dissipated, Faltic was his natural changeling self. As weary as it may have looked, and sounded, Faltic tried to smile at the disguised Cyril and talk to her. "Hi, Cyril."

Cyril was silent, but her irate gaze fixated on Faltic drew enough meaning to know what she was thinking. Though, shortly after, Cyril's disguise of Whimsy vanished behind the same wisps of green flames, and out appeared Cyril. The real, changeling Cyril. Miraculously, her black hoodie and toboggan didn't catch the blaze.

She rubbed a hoof along her face. "I can't believe this. So... wait. Who is that then?" Cyril pointed across the room at Restel, who stood silently, still in his regular green earth pony disguise.

"That's-" Faltic began, but tensed up, cutting himself off when he heard the sound of a third shifting power being used. He knew that Restel had just reverted to his normal self, and everything he didn't want to happen was happening.

Faltic didn't have to finish his sentence, as Restel did for him.

"Restel."

Once again, Cyril's hoof dragged along her face. She stood up, ignoring Faltic for the moment. "Oh my c-, you know you're not supposed to be here, right?"

Faltic watched as Restel's eyes flicked between him and Cyril. Again, his head tilted in confusion. "Oh, I know. I'm sorry to interrupt. I thought you two would be next door and that I wouldn't bother if I just came in here real quick to grab Klaven's stuff." Restel quickly stepped towards the nightstand where the two items in question lay.

"Ugh, no, not like that. As in, here, Manehattan, the invasion. You were never meant to participate, let alone go this far," Cyril explained.

Restel halted in his tracks, scrunching his brow. His head perked up and his ear twitched. "I... what? What're you talking about? I got a notice just like Faltic did. I had to."

Cyril shook her head in disagreement. "No. No you really shouldn't have. You're an essential to the Hive. I worked on those notices and you never should have gotten one. They were tampered, manipulated."

Restel hung his head and stared at the floor, mulling over Cyril's words. His lips moved, but no sound came out of his mouth. After an agonizing moment of slow realization, Restel picked his head back up, looking past Faltic at Cyril. "So... why am I here? How did that happen?"

Faltic felt a pang of pain hit him as Cyril pointed her hoof directly at him, her raised tone of voice drilling the truth into Restel's mind. "Ask him. I caught him one night coming out of the office after closing, with a notice in hoof, with your name on it. He is the reason you're here when you shouldn't be."

Faltic knew of Restel as a cheerful, optimistic changeling. He was grateful that he wasn't a dull, boring, overly brutish changeling like the others. Over the years, hardly had he ever seen that attitude wane. In this moment, however, no amount of mirth from the past, present, or future could be found in Restel's expression. What hurt worse was when Restel finally looked at Faltic since Cyril had begun explaining.

"Tell me that isn't true."

It sounded neutral, yet desperate. So desperately did Faltic want to say it wasn't true, but it was. Faltic held up his hooves in defense as all of the words came rushing out of his mouth. "It is, but I can explain, I promise. I just didn't want to be alone, I was nervous, scared, worried, I didn't want to not have you here, you're the best friend I've ever had an-"

Faltic's ears pinned to the back of his head as he was abruptly cut off by Restel sharply bringing his hoof up. "Zip it, shut up. Shut. Up. What? A best friend that... that drags me away from home, from taking care of my kin, just so you could have some entertainment? Some damn friend."

By the end of Restel's outburst, he was rubbing his eyes with the same hoof he'd cut Faltic off with, masking the welling of tears.

Faltic felt hopeless. If there was anything he could do or say, now was the time. It broke his heart to see such a joyous changeling be brought to his lowest. Furthermore, one that he had known most his life, and the fact that he was to blame for it.

"I didn't mean to drag you away. I just didn't want to be without my friend for so long. Please, Restel-"

Once again, Faltic was cut short by Restel's louder voice. "No! No please anything. I'm through with this. I'm through with you. I'm leaving, and don't even consider me your friend anymore, because mine just bastardized me like I'm a damn fool."

With that, Restel quickly shapeshifted back into his disguise, collected Klaven's quill and book, and made a swift exit, still wiping his eyes along the way. Faltic sat on the bed. His mouth worked, but no words called out to Restel as he watched him leave.

"I'm assuming Klaven is another changeling with you two?"

Cyril's voice caused Faltic to flinch slightly. He hoped he didn't look like he was about to shed some tears as he turned to look at her, only nodding in response. It was difficult not to. The sudden weight of the loss of years of camaraderie coming down all at once was not pleasant. Trying to conceal it, Faltic rubbed his eyes.

"Am I right to guess he's the one who got me that room?" Cyril asked.

Again, Faltic only nodded. Cyril stayed silent afterwards. Faltic decided to not let that silence take over. "He did get you it, but... I was the one who wanted it to happen the most, and proposed the idea. Klaven made it happen."

Faltic's sniffled, his resistance to the waterworks was fading.

"Well-" Cyril stood up, immediately beginning her way towards the door. "-I'm sorry this happened all at once, but it needed to happen."

"Wait-" Faltic blurted out, halting Cyril in her tracks. Faltic hesitated, not expecting to obtain her attention so fast. He sniffled again, rubbing his eyes once more. "I'm sorry to have brought you into this." Faltic hardly brought his head up to meet Cyril's gaze, and he spoke quietly.

Cyril turned her body to fully face Faltic. "It sounds more like you're just sorry that Restel found out about this." She drew a breath and sighed before continuing. "But, I can see why you'd say that. The whole time, I had no idea it was you."

Faltic's breathing became a little shaky as a tear ran down the side of his face. He kept his response short to make sure he didn't slip into his voice cracking. "I didn't either."

Surprisingly, Cyril hadn't stormed out of the room yet, as Faltic had expected. She was still here, paying Faltic attention, and having an actual conversation with him. At least, for now, he wasn't entirely alone.

"So when did you find me out?" Cyril simply asked.

Faltic stopped sitting up on the bed, and now laid down, curling up slightly and resting his chin on his forelegs. It didn't feel worth it to meet Cyril's eyes, instead opting to look at the floor. "It was after that convention thing. I saw you were there and I came over. You were insistent on me not walking you home, but I followed you anyway."

Cyril held a hoof to her chin. "You followed me... I thought I heard something before flying back that night."

Silence hung in the air for a moment. Faltic was growing skeptical. Though he didn't directly look at her, she was still here, and he didn't know why. Perhaps just to figure out his motives for the last near week of interaction.

Cyril spoke again to break the silence. "That must be why you started acting a bit different since then. Before that it was just for sustenance, after that was when you started trying."

As soon as Cyril finished her conclusion, Faltic's eyes perked up, finally meeting Cyril's. It seemed to catch Cyril off guard, since he had hardly looked her way for a minute. Faltic's brow scrunched as he spoke. "No. No it wasn't just for sustenance before I found out. I could never explain it, but Whimsy... you, were different than tricking a pony into affection. I became curious, and was genuinely committed. I have nothing but thanks for Klaven and Restel for helping out when they did. I wanted it to last, so I was really trying. Then I found out it was you and... yeah." Faltic's voice cracked at the end. He ducked his head in shame into his curled up forelegs once more, staring at the ground and trying to swallow the lump in his throat that wouldn't go away.

Cyril went silent again for a moment and looked away. Faltic's further explanation was settling in. She put a hoof on the toboggan, coming to rest right on top of where Faltic would perceive her ear to be. "Restel helped you out?"

Faltic hardly moved, but chuckled once before the only ounce of mirth it carried disappeared. "So much, he did. Wouldn't have had the confidence to be here now without him."

Faltic saw Cyril look at the door. There was no reason why she stuck around after everything came out. Faltic should be left alone, despite him not wanting to be. At the very least, Klaven was downstairs in the lobby.

"Does that include the time at scout training? I heard Pharynx chew Restel out, but I didn't know why."

Only Faltic's eyes moved as he looked over at Cyril. Her countenance hadn't changed, much less was she expressing anything other than annoyance for her situation. Faltic hated everything about that day, and what all transpired. He was a complete screw up both then and now. Sadly, it seems the past wouldn't be forgotten so easily. The recollection of the aforementioned past was difficult to bring up and talk about without having to clear his throat a time or two in order to speak clearly.

"Yeah well... Before that, him and I were talking about you. Restel was going to go try and ask Pharynx to partner us together. Us, being you and I. And then... that happened, and I hate myself for it." Another sniffle caught Faltic's nose as he wrapped up his explanation.

"Well..." Cyril's hoof that still lingered on her toboggan finally budged, and she brought her hoof back to the floor. The small movement from her captured Faltic's attention, as she'd mostly just been still and attentively listening this whole time. Faltic adjusted his head on his forelegs, now to lend Cyril his ears.

"Admittedly, I hated you too. I won't try to sound nice about it. This doesn't involve me anymore. This is between you and Restel," Cyril stated boldly, drilling her statements into Faltic's ears.

For the moment, Faltic and Cyril both blankly stared at each other.

Then, Faltic sighed. "I know. I'm still... sorry."

Cyril turned hoof, but didn't move yet. She pointed herself towards the direction of the door. If she was finally about to leave, she had stuck around far longer than Faltic would've imagined. "It's fine, but I'm not the subject of this anymore."

Faltic was quiet. Cyril was definitely right. If there was anything to salvage of him and Restel, Faltic had to do it himself. The first step would most likely be finding out where Restel went. But... more pessimistic thoughts became susceptible. Restel absolutely hated him, a thought he never wanted to be true. "Yeah... I know. I'll figure it out," Faltic glumly stated.

It didn't convey the same weight as watching Restel storm out, but when Cyril made her way to the door, some part of Faltic didn't want her to leave. Opening up his forelegs slightly, Faltic buried his face between them, hiding himself away, opting not to watch two changelings he cared about walking out on him. That, and it would be better not to have her see the more frequent tears that came from his eyes.

Faltic had to remind himself what she said.

Between me and Restel.

Cyril stopped at the door, pausing to shift herself back into Whimsy. Faltic's ear twitched as he heard the gentle sound of the flames washing over Cyril's body. However, unexpected as it was, Faltic didn't hear the door open quite yet, and heard Cyril's voice. "If it's any consolation, I hope it works out."

Faltic didn't move, and stayed with his head buried between his forelegs on the bed. Finally, the sound of the door opening and closing happened, solidifying that Faltic was alone now.

Silence filled the room. Faltic sighed into his small head space.

Why is it that every time I talk to her, it's trouble?

The thought crept in, as it was mostly true. First the scout training, then in the caves after forging a notice for Restel, then now.

It's trouble, but it's always been my fault.

Faltic remained curled up, not knowing much of what to do next. The only changeling that hadn't fully left him was Klaven, and Faltic could do with waiting a little bit before seeing him, just so Klaven doesn't see Faltic as a sobbing mess.

"Some friend."

*****

It didn't feel like minutes had passed. It felt like days had passed. Faltic stayed curled up in a pitiful display of sorrow, letting his mind wander and his tears stain the blankets of the bed. The world was still, and silent.

It was silent until Faltic heard a knock on the door, yanking him from his self pity.

Klaven...

That was the last changeling around who might still have business with him, so Faltic thought. It was odd that he would knock, rather than come straight in. Unless he forgot his keycard, which meant Faltic had to get up. Begrudgingly, Faltic managed to pry himself from the bed, meekly coming to all fours on the floor and wiping his face clear of any tears.

Faltic slowly made his way to the door, and looked through the peephole.

Nopony was there.

Faltic sighed, and quickly donned his Enthrall disguise before opening the door, lest some passerby were to see a changeling peeking.

Sticking his head out into the hallway, Faltic again didn't see anypony. His brow scrunched with confusion, second guessing if he even truly heard a knock to begin with.

Just before shutting the door, the floor caught Faltic's attention as he looked down. On the ground was a green flower, the same one he had given Cyril just moments ago. The soil that it rested in was darker than usual. It had been freshly watered.

Faltic quietly picked up the flower pot from the ground, and took it back into his room, closing the door behind him.

Chapter 18

As per usual, the front desk was completely void of business, aside from Klaven idly waiting for Restel to come back with his two things. Klaven was a patient changeling, but it was taking a little longer than he would expect for somepony to trot up eight stories worth of stairs, find his stuff, then trot all eight stories back down...

Maybe Klaven was impatient, just this once. Either that, or the angst of Restel potentially walking in on Faltic and Cyril was getting to him. He had never done so in the past, but he could now understand the allure of chewing on the tip of a quill, as weird as it still was.

This was a pivotal moment for Faltic, as he was finally going to reveal himself to Cyril, and show who he is. The final turning point, the climax to these many days worth of collaborative effort, the culmination of-

Snap.

Klaven gnawed so hard on the quill that it snapped in half. He tossed it aside into a trash bin, joining a few other broken quills. Without looking, Klaven reached for another one, only to feel that there was nothing there. Looking over, realization struck.

Have I chewed through every quill we have?

Klaven looked around, scanning the desk for any other quill, then opened a drawer, finding one inside. He breathed a sigh of relief as he took it from the drawer, sticking it in the cup.

I will not chew that one.

With nothing now, the sounds of idly tapping hooves reached Klaven's ears. It was his own hooves, drumming a mindless beat against the counter top. He didn't even recall doing it.

Thankfully, he was saved from his own boredom as the soft sound of hooves coming down the stairs caught his ears. Picking his head up and looking over unfortunately revealed that it wasn't Restel. Rather, some blue earth pony with a navy blue mane to match, glasses and a purple and yellow scarf. Alongside him was some light pink unicorn with… three colors in her mane: pink, yellow, and purple

Absolutely not Restel. Pfft… Am I really so impatient that I’m taking in every detail of everypony who trots through here?

The pair were holding hooves as they trotted across the lobby towards the door, and Klaven put on his best fake smile as they passed. Once the pair had left, Klaven's face dropped back to neutral as he sighed, lowering his expectations.

Restel was taking a minute.

Right when Klaven's worries had started to grow, the same sound of hooves coming down the stairs sounded, and they were moving fast. Looking in that direction, Klaven's worries assuaged as he saw a green-coated gray-maned earth pony coming down the steps. Along with him came a book and a quill.

The disguised Restel swiftly made his way to the front counter, opposite to where Klaven stood, and set down the belongings.

"You're moving pretty fast. I guess you had to sneak by?" Klaven asked. Immediately after, some hints of regret hit Klaven as he saw that Restel's face was red, and he was rubbing his eye.

Restel's voice was unsteady. "No, no they saw me. Look, I'm going home. Home home."

Klaven looked perplexed for a moment, still unaware of what had happened. "Going... home? What for? Are you alright?" Klaven quickly asked.

Restel sighed heavily and shook his head. "Don't worry about me. Just know I'm going home, and F-" Restel stumbled over his words for a moment. "Faltic... can tell you what happened."

With that, Restel turned hoof and quickly made his way to the door.

"Wh-" Klaven's many words that vied to come out got caught in his throat. His mouth moved, but no sound came out.

He was at a loss for words. All of the ones he could think of were getting stuck trying to come out. The disguised Restel exited through the door, and was gone a moment later.

Klaven silently looked around the room, hoping to maybe find a familiar face around. So many questions were piling on top of one another as the seconds ticked by.

See Faltic.

Klaven turned all the way around, hesitantly trotting for the back rooms where he knew Candy would be.

It didn't take long to find her sitting on a chair, her back legs kicked up on a table in front of her with a newspaper unfurled in front of her face. The pink unicorn perked up upon seeing a disguised Klaven come in, and turned away from the paper.

"Hey, uh, Candy. If it's cool with you, I'm going to take a quick break. Sorry it's so sudden." Klaven's curiosity was dragging him to hurry along so he could go see Faltic, but his typical self felt sheepish for randomly taking a break.

Thankfully, Candy seemed understanding. "Oh, that's fine. It's dead this time of day, there shouldn't be any trouble."

Klaven nodded, smiling in return. "Great, thank you. I'll be back in a bit." Swiftly, Klaven left, returning to the counter in the lobby, then for the stairs.

It was the strangest thing. Restel is always a cheerful changeling, which piqued Klaven's curiosity since never had he ever seen Restel in such a state making such a drastic move. Questions that begged to be answered kept taking turns at the forefront of Klaven's mind as he went up flight after flight of stairs.

Eighth floor.

One short trip down the hall later, Klaven found himself at the door to his room. His curiosity pushed him to quickly go for his keycard to get in and-

I forgot my card downstairs!

Klaven hung his head in defeat and sighed, internally kicking himself. With the mental self-depreciation out of the way, Klaven picked his head back up and knocked. His curiosity (and legs) could not survive another sixteen story trek.

His hoof tapped idly on the floor as he waited for the door to open.

It hadn't yet, which was surprising. Klaven looked down the hallway. Nopony there.

It was taking a minute for the door to open, if Faltic had even heard him knocking. As rude as it might seem to him, Klaven thought he might have to knock again.

Just as Klaven was beginning to raise his hoof to knock again, the door opened slowly, and stopped just cracked as they usually do it, just so nopony walking by could spot an undisguised changeling inside. Klaven stopped the door with his hoof, and proceeded forward, slithering past the door and shutting it behind him.

"Faltic?" Klaven called out as he entered. There was no response. Rather, Klaven saw Faltic silently laying on the bed, staring at some flower across from him. Immediately, Klaven spotted the rough state Faltic was in, as his face was stained with tears.

With a quick swirl of fire, Klaven dropped his disguise, reverting back into his original changeling form. "What's, uh, going on, Faltic?" Klaven timidly asked, pressing the matter.

Faltic sighed in response, shaking his head. "Don't worry about it."

Klaven stepped in further, taking a seat on the other bed, facing Faltic. "I'm a bit worried about it. Restel just left, and said he was going home."

Faltic was silent for a moment, exhaling a long breath of air from his mouth. Faltic brought both of his hooves up to his head, covering it as if to hide. "It was all my fault."

Klaven's ear twitched. "It was… what?"

Faltic peeked from the coverage of his hooves, looking in Klaven's direction. "It's my fault."

"What is? Do you... want to tell me?" Klaven asked, hesitating from not wanting to sound rude about it.

Again, Faltic sighed, lowering his head back down into his hooves.

He has a right to know. Faltic thought.

Looking back up, Faltic drew a large breath, loudly exhaling before speaking. "I'd do anything." Faltic meekly said before continuing. "Truthfully, Restel wasn't supposed to be here scouting, nor involved in the Canterlot invasion. I manipulated the notices, got him involved, tore him away from home and kin, all just so I could have him here with me."

Now it was Klaven's turn to be silent. Consoling other ponies had never been a skill he possessed quite strongly. "You tampered with those to get him here?" Klaven asked. To his knowledge, that was an extreme measure, mostly due to the consequences that could follow if a changeling was found doing such.

Faltic nodded slowly. A wayward sniffle caught Faltic's snout before he continued. "Yeah. I just... didn't want to be alone. Cyril knew though, and she broke it to Restel. I'm just so, so sorry." Faltic turned his head back to the potted flower.

Klaven took notice of this, as his curiosity got the better of him. "Did things work out with you and Cyril when you showed yourself?" Klaven immediately held a hoof to his mouth, worried he'd said something too off-subject, and intrusive. Thankfully, Faltic didn't seem to mind.

"I don't even know. I never did reveal myself until Restel showed up, which then I pretty much had to. And then... yeah. I mean, she wasn't totally how I thought she would be, as in she didn't fully hate my guts," Faltic explained.

"That's good, at least," Klaven said, hoping to bring some optimism into the mix. That was quickly shot down when he noticed Faltic giving him a side-eye that caused his ears to pin to the back of his head. Faltic continued the conversation for him. "I would do whatever I could to mend things. I didn't intend for it to turn out this way. I just wanted a chance with Cyril, I wanted my friend here with me, I didn't want to be alone."

Klaven looked away, holding a hoof to his chin briefly before rubbing his face. "If it helps, I'm still here, if there's anything I can do." Klaven looked back at Faltic just in time to see another side-eye, this one bringing less intimidation. Faltic looked away right afterwards.

"As if there's anything that can be done. I've betrayed every ounce of trust Restel could have with me. If you stick around, I might find some damn thing to do to you." Faltic was sounding annoyed, and Klaven picked up on it, being too cautious to press the matter further.

Therefore, Klaven opted to be silent, also partially due to him not knowing what to say. So, why say anything on the subject? Klaven figured he had the bulk of the story, and didn't want to potentially agitate Faltic any further. "Well, uh, I should be getting back to work. Not too much longer left of my shift. I'll be here, okay?"

Faltic weakly exhaled a sigh. "Okay."

Slowly, Klaven dropped down from the bed to all fours, making his way to the door. Taking one last look back at Faltic showed that he hadn't moved at all. Faltic was still lying on the bed, head under his hooves, staring at that flower.

Klaven flashed a green flame over his body, and returned as his garnet unicorn, black-maned self before exiting the room.

Thankfully he had sat down for a moment, as eight more flights of stairs awaited him.

The one thing Klaven could only make inferences about was that flower. It was the one Faltic had gotten from the campgrounds, and it was a wonder how it was still alive. Why was it on the bed, and why was he staring at it so much?

*****

Night time. The usual familiar darkness enveloped the room. The only light was that of Luna's moon trickling in and revealing the faint silhouettes of objects. Klaven had opted to sleep in Restel's bed for the night, since the room was there, so Faltic was alone in the other bed.

And, of course, Faltic was having issues falling asleep. It was the second time Faltic woke up from his sleep, unable to stay unconscious until morning. Rolling over, Faltic now faced Restel's bed that Klaven was fast asleep on. Though, all he could see was the rough outline of a lump on the bed. It was different, knowing that lump wasn't Restel. On the nightstand was a small bag of unfinished veggie straws Klaven had brought up from after work.

Faltic reached for one, quietly plucking one from the bag and popping it in his mouth. Rolling over to his back, Faltic covered his forehead with his hooves, quietly chewing on the snack.

Faltic opened his eyes, the holes in his legs offering him a small peek around the room. It was oddly bright in the room for night time, Faltic thought. Luna's moon must be perfectly positioned to spill in all of the natural moonlight possible. Strange, as he thought the curtains were closed before he went to sleep. Klaven must have woken up at some point and made it back to sleep during one of Faltic's short sleeping periods.

Hate myself.

I know.

Faltic's mind continued belittling himself until the power of sleep overtook him once more.

*****

Sunlight poured in. With the curtain being open, as soon as the room got bright, Faltic woke up. However, Faltic opted not to move for a long while, deciding to stay dead weight on the bed.

Today was a complete mystery to Faltic.

Finally opening his eyes, and keeping them open, he rolled to his side, facing Restel's bed and noticing that the same lump was still there from last night. Either Klaven was sleeping in from no work, or he was about to be late.

"Hey, you work today?" Faltic sluggishly asked, the impact of waking up still bogging him down.

There was no response. Propping himself up on his elbow, Faltic stared down the lump on the other bed, speaking with a little more volume. "Klaven, you're still asleep?"

Nothing. Faltic didn't even see any movement. Sighing, Faltic yanked the blankets off of him, and set all fours on the floor. After a stretch, Faltic made his way to the bed, nudging Klaven's body.

"I didn't know you slept like a rock." Faltic was starting to sound annoyed again, especially since he still had no response. The blankets were the next move, and Faltic made light work of tossing the blankets off of Klaven.

Only to find it wasn't Klaven he was talking to. It was just a jumbled pack of pillows mimicking a body.

"What th-'' Faltic froze in confusion for a moment, staring at the lump of pillows he'd been talking to. Turning around to look around the room, Faltic called out. "Klaven?"

Silence.

He wouldn't be at work already, would he?

Even then, why would he leave this here?

The curtain.

Faltic trotted swiftly over to the window, examining it. Faltic knew for sure the curtains were closed before bed last night, Klaven had to have opened them.

Then, Faltic spotted the issue: the locks weren't locked. The window is always locked at night. If it was unlocked, it was opened, so...

Klaven left in the night, leaving a decoy behind for Faltic.

With the epiphany hitting him, Faltic hit his forehead against the glass softly, and repeatedly. Now everypony was gone, even Klaven, after what he had said yesterday.

It was probably for the better. Faltic did say Klaven should leave after all, less he found a way to take him away from something too.

The last pony that could possibly be near was Cyril. Though, Faltic put all thoughts of seeing her away, as she made it transparently clear that she was not involved anymore, and going there would make her hate him more.

Faltic was truly alone now.

Chapter 19

The city of Manehattan, as tall as it was, now appeared as a mere bump in the distant horizon, soon to be lost in the distance the further Klaven flew away from it.

It was possibly the most head-on way to approach the situation, and despite the plan initially being a thought, Klaven eventually went along with it. In the night, a decoy of pillows was set up in his bed and, with some physical preparation for the flight ahead, Klaven had quietly escaped through the window, making his way towards the Hive.

Klaven flew alone, masked by the darkness of night so that he could be his normal changeling form without worry, preserving some energy. The constant buzzing of his wings and the breeze of air passing by his ears were the only sounds he heard for a while now. If Faltic and Restel weren't going to talk to each other, Klaven was going to do... something. Going back to the Hive and talking to Restel was about as far as he had planned.

Something was better than nothing, and Klaven wasn't about to mull around as two of his closest friends were cutting ties with one another, one more than the other.

To Klaven's motivation, the terrain beneath him had been gradually shifting from green to brown as the badlands were making its presence more clear. Opposite to Manehattan, the Hive had no lights illuminating itself at night, so it was more difficult to spot.

At least, difficult to spot for non-changelings. Knowing exactly where it was, Klaven came to land on the dirt, panting slightly from the long journey here. The translucent wings that carried Klaven all this distance hung limp to the sides of his body, worn by fatigue. Tenderly, Klaven rubbed his aching wings.

"Can't wait to do that again," Klaven mumbled to himself.

Looking up, it was obvious the Hive was in front of him, as rocks started to tower higher and higher, appearing more sharp along the way. Luna's moon gave a very faint silhouette of the Hive. If it weren't for that, the only hint of it being there would be the gap in the night sky where stars stopped appearing.

Klaven pressed forward, trotting towards one of the entrances, which was just a boulder. From two ends of the boulder, two smaller rocks flashed a bright green, and revealed two changelings decorated in armor.

Night guard. Klaven remembered. Every night, at various spots around the hive, several armored changelings would be stationed; impossible to spot in the event of intruders.

Or, in Klaven's case, a changeling returning to the Hive at such an odd hour.

The two armored changelings approached Klaven. The left one opened his mouth to speak, but the one on the right cut him off. "State your business, changeling."

Klaven noticed the left guard staring at the right one distastefully. Keeping a formal posture, Klaven spoke. "Routine trip to the Hive from scouting, sir."

Once again, the left guard opened his mouth to speak, but could hardly draw a breath before the right guard spoke again. "From where? Anything to report?"

Klaven's eyes flickered to the left guard, as he now flared his fangs towards the right guard, who took no notice of him. "Manehattan. Nothing to report."

This time, the left guard raised his hoof and drew a breath to speak, and for a third time, was cut off by the right guard.

"May I see your notice?"

Klaven would’ve begun to panic, if not for the left armored guard stepped to the side, bumping shoulders and clanging his armor to the right guard, shoving him over a step. "Would you let me say something for once?"

Klaven took a step back. The right guard returned the gesture, shoving himself into the shoulder of the left guard with more force. "Hey, not my fault you don't say anything."

The left guard lowered himself. "Agh. I would if you didn't run your jaw as much as you do!" After which, the left guard lunged forward, attempting to wrap his forelegs around the other guard's neck. The two fell to the ground, grunting and fighting for a hold over the other as the sound of the armors clashing filled the night air.

Klaven, looking around, cautiously stepped around the two other changelings. "I'll just... go in." Slowly, Klaven made his way towards the rocky wall face, the base of the Hive.

Turning around one more time, Klaven could see the two guards still locked in their fight.

"Maybe if you would shut up!"

Klaven shook his head, and pressed forward. A gap suddenly opened up in the rocks before him, allowing him entry into the Hive. Inside was near pitch black, with the only light sources being the scarce amount of torches that lit the walls. It was the main center of the Hive, the most spacious part that connected everything, similar to the lobby of the hotel back in Manehattan. Just more... changeling-y.

The housing caves.

It was Klaven's first thought on where to find Restel. At this time of night, where else would he be? Klaven unfurled his wings, but quickly stopped, feeling their soreness.

"Ouch... I'll just walk." Klaven mumbled, before trotting forward. The darkness was not much aid in finding where to go. Klaven did know that a long, winding staircase preluded the housing caves, and where it was, but was not adept at navigating the Hive in the darkness.

Suddenly, the floor gave way in front of Klaven's next step, causing him to tumble forwards, landing on the hard ground with a thud.

"Oof-"

Stairs...

The Hive had many stairs, especially in the heart of it, and Klaven had fallen victim to not seeing them.

Klaven picked himself up, reaching all fours and shaking himself free of dirt and pebbles. Just then, a thought struck his mind, one that would help him maneuver the dark spaces between the scarcity of light from the torches. Klaven lowered his head, and channeled magic into his horn. The tip of his horn sparked and flickered, before clicking into a small beacon of light, shining in front of him like a flashlight.

"Aha." Klaven muttered over his small idea. Looking back, Klaven saw the short flight of steps he had fallen down. Thankfully, it wasn't many steps. After all, it could've been more.

With some light leading the way, Klaven progressed onward. With his body on autopilot, headed for the lowest caves in the Hive, Klaven's mind was left to wander.

In the entire time he had spent planning, executing, and traveling here, not once did the thought of what to say to Restel come up. Only now did Klaven worry about that part. For sure, Restel would know why he was here, so getting to the point right away would be preferable.

Ducking through a hole that had recently appeared in the wall, as expected, there was a staircase going down. Torches were hung along the wall, lighting the steps, but having fallen earlier, Klaven didn't relent his magic light from his horn.

Another thought that hadn't crossed his mind was the question of where exactly Restel dwelled down here. Those with more essential Hive jobs had caves closer to the stairs, scouts weren't far behind in the middle, and those yet to serve or find a purpose in the Hive were towards the back.

Reaching the bottom of the stairs, Klaven was greeted with a long, dark corridor of rocks and stalactites. The light of torches ceased, and he only had his light to go off of. Slowly, Klaven trotted forward, looking both left and right, trying to make a guess on where Restel would be. It didn't help that every which way he looked appeared nearly identical to one another. There were changelings on the other side of these walls, many of them, but only one had Restel in it.

Even still, it was a guess if Restel would even be down here. However, Klaven knew with how late it was, it was a safe guess.

Oddly enough, the first thing to stand out was a thin line scratched into the rock wall. Vaguely, Klaven remembered something Faltic said about leaving a mark in the wall near Restel's room.

But... which side?

Klaven looked to the left of the scratch, then the right. Neither side looked any different than the other. Klaven shook his head, and decided to stop wasting time on a fifty-fifty guess. Stepping to the right, and raising a very confident hoof, Klaven knocked on the rock wall.

A moment passed...

Every ounce of confidence in Klaven's decision to knock on the rock wall shattered upon hearing a muffled voice arise from the other end of the stone. A voice that sounded nothing like Restel's. Jittering, Klaven looked down both ways of the cavern. There was nowhere to go. On a whim, Klaven shapeshifted into a rock, closing his eyes and hoping for the best.

It was already rude to knock so late at night. It was another thing if he had just woken somepony up.

The sound of a gap opening and a changeling stepping out echoed through the cave.

A changeling Klaven didn't know spoke up. "Oh, that's real nice."

Suddenly, Klaven was shoved, causing him to tumble to the ground and lose his disguise, returning to his normal changeling self.

"You think I wouldn't know that a rock sitting there wasn't you?" The unfamiliar changeling slowly approached Klaven, who stayed on the ground. Softly, Klaven spoke up, trying to reason. "Sorry, I was just... looking for someone else."

It didn't seem to do much, as the other changeling proceeded forward without missing a beat, a nasty scowl painting his face. "Looking for someone else. Yeah right. Or, you just think it's funny to wake some of us up?"

Now in a panic, Klaven ducked his head, covering it with his hooves while still looking up at the advancing irate changeling. "No no it's not that-"

Klaven was cut off by another voice, one more familiar, and quite stern.

"Will you get over yourself?"

It sounded exactly like Restel. Sure enough, when Klaven turned his head to see the source of the voice, there stood Restel, impeding in the closing gap between him and the unknown changeling, who now redirected his scowl to Restel. "Don't give me that, Restel. This grub thinks it's funny to go around playing a little 'ding-dong-ditch', so I'm showing him how I feel about that."

Klaven thought it was best to stay on the ground and let Restel handle things, but that wouldn't stop him from watching.

Restel now placed himself fully between Klaven and the other changeling, and held a hoof up in front of him. "He was probably just looking for me. Let it go."

The other changeling sighed and rolled his eyes, pointing a hoof past Restel towards Klaven. "Let it go. If I do, this little cretin will just keep this up."

Restel took a defensive step to the side, blocking off the accusing point the other changeling was giving Klaven. "Look, I'll handle the little cretin, you just go back to bed."

The changeling in front of Restel groaned. "Ugh. You're lucky I'm tired, Restel." Once again, the changeling redirected his speech and pointed at Klaven. "And you're lucky he's here."

With that, the annoyed looking changeling stormed back towards the wall, trotting through a hole in it before it shut behind him, leaving only Klaven and Restel in the cave. Getting to his hooves, Klaven smiled sheepishly at Restel, wiping the dirt from his body. "Aheh, thanks, Restel."

Restel gave Klaven the same annoyed look that the other changeling had just given, and wordlessly walked back towards the rock wall, a gap appearing before him. Just before he had cleared the opening, Klaven suddenly halted him, placing a hoof on Restel's shoulder. "Hey, wait-"

Klaven's hoof was quickly swatted away by Restel, who then proceeded into his living space. For a moment, Restel stood still, seemingly contemplating his next move. Klaven tilted his head with skepticism as he watched. For sure, Restel knew why he was there, and hopefully he'd allow him to speak.

Lowering his head, Restel sighed, and turned to Klaven, nudging his head backwards as an invitation to come in. "C'mon, don't want to wake anypony else up," Restel said softly. "And be quiet."

Though, with some hesitation, Restel paused. "And can you turn off that light on your horn?" Restel asked, squinting his eyes at the top of Klaven's head. "You're a changeling, you have a better sense of seeing in the dark."

Klaven looked up, trying to see his own horn. "Oh, right. Sorry." The light on Klaven's horn vanished with a light clicking sound. "I may have tripped on my way here, so I used that to make sure I didn't do it again and-"

Restel was staring at Klaven with a deadpan emotion, and one brow raised.

"-right. Sorry."

With a few quick steps, Klaven swiftly entered as the hole in the wall closed behind him. Restel's personal gallery didn't appear too different from his own. More or less, it was just closer to the way out of the housing caves. Two notable differences were that there were two rugged looking beds in this cave, and it was a little more spacious. A third thing that Klaven was quick to catch on to was that the rough looking bed furthest from him had a changeling sleeping in it.

Restel leaned against the wall, staring at Klaven with an ounce of annoyance, which Klaven got the hint.

Speaking in a hushed voice, Klaven spoke. "So, I assume you know why I'm here."

Restel raised his brow, mimicking Klaven's hushed tone. "You think?"

"Sorry. Yeah, It's about Faltic." Klaven internally winced, hoping for the best reaction from Restel.

All Restel did was roll his gradient blue eyes. "Like I'm in any mood to make amends with him."

"Faltic is really sorry, Restel." Klaven tried playing on Faltic's side, but even he knew that sentence was bland.

"Really sorry. Like Hell he is. He tore me away from Skeps there," Restel pointed behind Klaven at the asleep changeling. "And I'd been worrying myself to pieces on if he'd even be alive right now. Pardon my ranting, but my anger and frustration is still here. I'm just... I can't believe Faltic would do any of this."

Klaven was momentarily stunned, and at a loss of words. His ears were now pinned to the back of his head. Just one mention of Faltic set Restel off into a bitter speech. However, it did provide some insight, as Klaven still had yet to meet the changeling in question. For the moment, it was most likely better to leave Faltic out of the conversation.

Trying to play it off, Klaven nudged his head backwards towards the beds. "So... who's Skeps there?"

It seemed to ease Restel, just slightly. "Brother from birth. The whole 'eggs being hatched by one another forming a bond' thing. Love him to death, just... he's not your normal changeling."

Klaven tilted his head. "How so?"

"Well first of all, he can't change. He's bound to his natural changeling body. Second, and this isn't him being abnormal, but every single other changeling in this Hive, with our nature, just can't let him live it down. Constant harassment, bullying, the sorts."

Restel paused for a moment, and shook his head. Klaven waited it out for him to continue, watching with concern and intent.

"It got really bad at one point, and he couldn't take any more of it. So, we got him out of his room, moved him into mine, and the rest is how you see it. I keep him safe here."

Klaven's eyes drifted from Restel, turning around to peer at the bed with a lump in it, taking just a moment to observe the slow rise and fall of the figure's breathing. What Restel explained justified his anger towards Faltic, how being taken away could lead to harm. However, it also raised some questions. Klaven turned his head back to Restel. "I didn't know about all of that, I'm sorry. But... Why did you go along with leaving? It's been so long. The invasion, staying in Manehattan afterwards, I don't get it. Why not come back? Dispute the notice?"

Restel didn't meet Klaven's eyes, and sighed. Klaven deserved an explanation. After all, he'd just come all the way from Manehattan in the dead of night just to reach out to him. Just now thinking about it, Restel's ear twitched as he looked up at Klaven, tilting his head slightly. "I'll explain, after you tell me how you got here?"

Klaven slowly unfurled his transparent wings, stretching them slightly. "Oh, I flew. I made a pillow decoy of myself in your bed, climbed out the window, and came straight here."

Still, Restel was intrigued. "And the night guards outside the Hive?"

Klaven rubbed the back of his neck, grinning sheepishly. "They uh, sort of started fighting each other when they approached me. A petty rivalry, from what I gathered."

Restel blew a quiet raspberry from his mouth. "Pfft. Figures. That’s somewhat like how I got back in here." Suddenly, Restel's head perked up once more. "Wait wait wait... you hopped out the window?"

Klaven nodded. "Yes."

"You didn't just... go down the stairs?"

"Uhh. No? It was faster to go out the window. I think," Klaven explained. "Saves my legs from getting so fatigued from all the steps."

After a moment, Restel shrugged. "I suppose. Then, I guess you deserve some explanation."

Klaven nodded, and sat down on the earthy ground. "I'm all ears."

Following his lead, Restel took his spot on the floor as well, and began.

"I guess it really started the morning I received my scouting notice..."

*****

Mornings at the Hive were possibly the most repetitive part of the day. While on the outside, the rising sun warmed the towering rocks of their home, shining its rays and bringing light to the Hive, the same impact could not be felt from the inside. Particularly, the housing caves.

Restel's eyes popped open, only to be greeted with the most familiar sight: complete darkness. His internal clock of waking up on time was a blessing, despite having no indication of what time it was until he stepped outside of the caves.

Sitting up on his mediocre bed, Restel stretched out, fully waking himself up. Restel's ear twitched as he looked to his left, and to his surprise, Skeps was already up, laying belly-down on the bed and indulged in a book.

"You're already up? I'm surprised," Restel mentioned.

Skeps turned his head, and met Restel's eyes briefly before looking back to his book. "Yeah, I guess. I don't have a great internal clock. Plus, it's invasion notice day."

Restel looked around the room, his memories slowly returning to him. Last night, Faltic had paid him a visit regarding exactly what Skeps had just mentioned. Today was the day that any changeling involved with the invasion would be notified, and very shortly after, would be shipped out to Canterlot.

Rubbing his eye, Restel spoke up. "Oh yeah, that huge Canterlot invasion is soon, huh."

Skeps nodded in response. "Good for me. With so many changelings gone, I can leave the room and no other changeling will be here."

"You can do that anytime. I'd be right there with you," Restel mentioned casually, lifting a hoof to emphasize his point.

Skeps looked back at Restel, his ears pinned to his head and having recoiled slightly. "No. I'm not having that happen again. Doesn't matter if I'm with you, the whole Hive practically knows me."

Restel already knew that was the answer, and brushed it off. "I know, I know. But hey, if there's anhuagh-" Restel's mouth opened wide as a sudden yawn overtook him. He could hear Skeps' quiet snickering from beside him.

"Oh man. Yawn caught me. What was I saying?" Restel asked.

Skeps still had a slight curl on his lips from smiling. "If there's-"

"Oh right." Restel picked back up his train of thought. "If there's anything you need while I'm out today, let me know." Restel climbed off of his rough bed, fully stretching his body once his hooves reached the ground.

"Ah, I think I'm good. Just let me know when everypony out there is gone and away for this invasion," Skeps said before turning his head back down towards his book.

"You got it. I'll be back at around the usual time," Restel said, stepping through the hole in the wall that had manifested itself moments prior. Once stepping beyond it, the gap closed behind him. Typically, Restel was up early, more so than a majority of the Hive. The housing caves that Restel now stood in were eerily quiet. The long, narrow stretch of cave stretched on into darkness as Restel's vision could only carry so far. Examining the rocky walls of the housing caves, Restel spotted numerous slips of paper sticking out from the cracks in the walls, adjacent to where other changelings' doors would be.

So many... This invasion is a big deal.

Taking his first step, Restel's hoof failed to meet the ground as he was halted, a particular note catching his eye. One was in the wall, immediately next to his gallery. Brow scrunched, Restel looked around before returning his gaze to the particular paper of interest.

That's not for me, surely.

Curiosity took hold over Restel's body, and in a swift motion, the paper was snatched from its spot. Unfurling it, Restel's chest sank as it revealed that he had been selected to join the invasion.

"Restel... Canterlot invasion, secondary service in Manehattan..." Restel mumbled to himself.

*****

"So... why not dispute it? You know, you're an essential here. surely you thought there was a mistake?" Klaven halted Restel's story to ask his question again. Restel rubbed his foreleg as he answered. "Oh I thought about it, believe me. Just, the punishment due if I refused. I thought this was such a large scale invasion that they were pulling even essentials from the Hive to join in. Faltic had mentioned the night prior that some changelings, who aren't even scouts, were participating."

Klaven was still for a moment, then nodded in understanding. "I heard about that too. But then, what did you do after? We were shipped out pretty soon after that, which is when I met you."

"I found somepony to check up on Skeps regularly. You won't believe who helped me with that," Restel stated.

*****

Restel found himself trotting much more unsteadily than usual. He had stumbled several times while traversing the upward spiral of stairs to exit the housing caves. Trotting briskly through the large core of the Hive, Restel's head was on a swivel.

As changelings were waking up, the ambience of buzzing began to pick up, incessantly ringing in Restel's ears no matter where he went. The morning sun poured its way in through cracks and gaps between the tall rocky structure of the Hive, and countless other changelings were flying to and from destination.

Despite appearing as mindlessly wandering the interior of the Hive among the others, Restel did have a destination in mind. Though, it wasn't certain if the changeling he was looking for was going to be there.

Quickly taking a right turn, Restel ducked through a conveniently opening gap in the rocky wall, stepping outside the walls of the Hive and leaving its confines. The outside of the Hive looked exactly the same. Barren of vegetative life, a wasteland of nothing for a few miles. Still, other changelings traversed around the Hive.

Halting in his tracks, Restel looked in every direction, continuously unable to spot-

Just then, the changeling he was searching for passed alongside him.

Cyril.

Making the first move, Restel nearly stumbled over himself as he closed the distance. "Hey, Cyril!"

Cyril's head quickly turned towards the source of the voice calling her name. Her brow scrunched slightly before relaxing upon seeing who it was. "Oh, Restel, what's going on?"

In an attempt to calm himself, Restel rubbed the back of his head as he continued. "I need to ask a huge favor from you. You're the only changeling I know that works relations, so I came to you."

One of Cyril's brows raised in skepticism as she turned to fully face Restel. "Yeah?"

Still attempting to not look skittish, Restel looked around, mostly avoiding Cyril's eyes. "Can you possibly find somepony to check up on Skeps every now and then? Just for while I'm away. I worry, y'know?"

After a brief silence, which felt like an eternity for Restel, Cyril spoke up. "Uh, yeah. I mean, I bet I can get somepony to just check in for you."

Exhaling a sigh of relief, Restel lowered his shoulders and expressed his thanks. "Oh thank you. I'm sorry it's short notice, but I owe you one."

With that, Restel turned hoof and quickly sped off, leaving a slightly confused Cyril behind.

*****

"Huh." Klaven muttered while rubbing his chin. So in some way, Restel must have known Cyril prior to current events. "So you asked her and had her help you out?" Klaven asked.

Restel nodded. "Yup. She's the only changeling I knew who worked changeling relations, so I could go straight to her for quick help, rather than some red-tape crap."

"I understand," Klaven began. Though, with some hesitation, Klaven decided to take another shot. "So... is there something I could tell Faltic when I go back? Coming from you, of course."

Restel hung his head low and sighed. It was a notably softer reaction than last time, and Klaven was grateful for it.

"No... my feelings still stand on this. I feel betrayed, and everything I mentioned before. If Faltic wants to hear anything from me, he should've been the one to come here, not you. Of course, if it was him, I don't see a way I could've stopped myself from probably, most likely, punching him in the jaw."

While that might have typically been a joke followed by a wry smile or casual chuckle, there was no mirth on Restel's face as he stated his actions.

Klaven still decided to keep the subject going, seeing as how Restel didn't immediately shut it down again. "Can I at least tell Faltic I talked to you tonight? I'm really trying to help, and I hate to see you two like this."

Restel was silent, and had briefly peered beyond Klaven a time or two, catching a glimpse of the still unconscious Skeps in the bed. The silence carried on for so long that Klaven almost began worrying as to why he was so quiet for so long.

"Well..." Restel finally began. "There is one thing you can tell him, and you better not twist my words," Restel said sternly.

Chapter 20

As far as Faltic wanted to believe, he didn't exist in the world.

Since waking up in the morning, Faltic had begrudgingly gotten out of bed, shut the curtains to the window, and completely hidden himself under blankets and pillows on the ground. Not even the lights in the room were on.

If all went well, Faltic would vanish into nopony knowing his name, hopefully sooner rather than later. First, Restel had stormed off, wanting nothing to do with Faltic, and with a justified reason as to why. Second, Klaven had disappeared into the night, leaving him no explanation, and hasn't been seen since.

It had crept into Faltic's mind that it might've been for the better that those other changelings didn't want anything to do with him anymore. They had their own lives, and with a new reputation for manipulating the lives of others sticking to Faltic, it was starting to become a concept that reasoned itself into the truth in Faltic's mind.

The only other changeling with a sliver of a chance to talk to was Cyril. She was the closest, and to Faltic's knowledge, she hadn't disappeared. Yet.

Heaving a long sigh in the process and pressing his face to the ground, Faltic's mind brought up the prospect of acting upon the thought of talking to her. What wasn't mustered up was the motivation and strength to get up, until it was forced, despite the sluggish opposition of melancholy. Something had to be done.

*****

Cyril found herself standing in front of her room's window overlooking the street down below. As the morning had progressed, dozens of ponies began to populate the sidewalks of the city, with carriages whizzing by on the streets.

Though, her mind lingered on her very definitive actions of the previous day.

The unexpected sound of a faint knock on the door drew Cyril from her thoughts as she sighed, half expecting to already know who was at the door. Who else would be coming to her at this time?

Approaching the door, Cyril peeked through the peephole, spying exactly who she assumed it would be: Faltic in his Enthrall disguise. It was time to affirm her actions.

Taking a brief moment to shift herself into her Whimsy disguise, she then finally opened the door, only halfway to not leave Faltic to believe he's welcome in.

"What?" Cyril said, perhaps too harshly.

Faltic's ears pinned themselves to the back of his head at the sudden attitude. It took just a second, but Faltic managed to gather the courage to speak. "I wanted to say... I'm sorry."

Cyril shut her eyes and drew a long inhale of air, before releasing it slowly. "I'm not the one you need to be apologizing to. I've told you this."

Drooping his head slightly, Faltic rubbed his foreleg with the other. "Yeah, I know. But if there's anything I can do or say-"

Cyril's hoof shooting up between the two halted Faltic's speech immediately. "Stop. Faltic, what you can do is go to Restel. What you can say is your apologies to him. There's nothing I can do, as I'm not involved in this anymore."

Faltic's posture continued to slump as Cyril's unchanging tone from their last interaction continued to berate any remaining hope, if any at all.

Eventually, Faltic managed the ability to speak again. "Right. I'm sorry. I'll go. Don't even know how I'm going to do that." Faltic muttered his last words to himself. And with that, Faltic began to turn hoof, putting his back to Cyril and taking small steps back to his next door room.

However, Cyril found herself lingering on the door, watching the defeated Faltic put distance on her. She put a hoof to her chin in thought.

Harsh. Very harsh.

A second thought chimed in. But it's true!

"Faltic-" Cyril's voice called out before her train of thought could continue. Faltic stopped, looking particularly glum as his head swiveled to look at her. "What?"

Cyril kept her eyes averted from Faltic's. There was some slight internal panic as she had acted on impulse to call out his name. One idea in particular led to it.

"Don't forget to water that flower," She simply said.

The out of the blue subject change left Faltic perplexed for a moment as his mind had to shift into a new mindset. "Uh, I don't forget to. I leave it by the windowsill for sunlight too." As he responded, Faltic pushed his room's door open and held it ajar with a foreleg.

Awkward as it may have appeared, Cyril knew it was time to wrap this up. "Good. Thank you." Holding the handle to the door, Cyril efficiently pulled it shut, her hoof still holding the handle as she changed back into her natural changeling form.

Once again, she drew in a long breath, and heaved out a sigh.

*****

With his brow scrunched slightly, Faltic watched as the disguised Cyril disappeared behind the door. Although her stern and unchanging attitude towards him was eating away at him, the perplexity of the subject change to the flower held him up. It distracted his mind, in a good way, and allowed him to feel like he hadn't just laid on the hard ground for nearly an hour. The soreness felt nonexistent.

Stepping back into his room, Faltic shook off the Enthrall disguise and reverted back to his natural changeling self with a swirl of green flames. The room was just as dark as he had left it.

Something had to be done, and something was. Unfortunately, it was about all Faltic could think about doing. Ironically enough, the previously mentioned flower sitting on the windowsill had no sunlight, as the curtains were drawn shut earlier for a moment of sulking in a dark room.

Mumbling to himself, Faltic dragged his hooves along the ground as he made his way towards the window. Staring at the flower, Faltic spoke to himself. "Sorry I made it dark in here."

Deciding to remedy that immediately, Faltic reached both his forelegs for the curtains, and pulled them open. However, instead of sunlight pouring in and being greeted by the sight of Manehattan, a figure of a pony hovering just outside the window, casting a shadow into the room as Faltic drew the curtains open.

Faltic recoiled heavily, jumping back a couple steps and briefly yelling in shock.

Through heavy breaths, it only took a moment to recognize the garnet coated, black maned pegasus hovering outside.

"You're freaking joking," Faltic said aloud, marching back towards the window and the pegasus on the other side that had nearly scared him into toppling over.

Swiftly popping the window open, Faltic set his hooves on the frame, talking loudly to the pegasus hovering outside. "I swear I'm going to throw you out this window, Klaven. What the hell are you doing?"

Slowly flapping his wings, Klaven gradually inched past Faltic and into the room from the window. Klaven was panting as he spoke. "Hang on... let me land."

Faltic stepped aside, allowing Klaven in. As soon as Klaven's hooves touched the floor, he reverted back into his original changeling self with a wisp of green flame. Faltic noticed that Klaven's translucent wings were drooping by his side, and his face was stricken with sweat.

"For the record-" Klaven began, catching his breath before continuing. "Sweating is disgusting. When I changed into a pegasus to fly through Manehattan, I was drenched."

Despite the attempt to bring a neutral air to the conversation, Klaven saw Faltic's scrunched brow as he was glaring, silently demanding answers.

"I'm sorry for leaving unannounced," Klaven admitted.

Faltic's stern expression dropped as he hung his head, sighing. "No, it's okay. I wouldn't want to be around me either."

Klaven slowly made his way for the nearest bed, and took a seat on the edge of it. Gradually, his panting was subsiding. Faltic's self deprecating tone was concerning, and the impulsive desire to help him took over. "Hey, I came back."

"You left. Where did you even go?" Faltic quickly asked back, hardly lifting his head to meet Klaven's eyes.

"It's a bit of a story. But, I went back to the Hive overnight. I couldn't stand seeing you and Restel like this, so I thought I had to do something," Klaven began to explain.

Faltic sighed in response, dragging a hoof along his face. "Ugh, well, I don't see how going back there would help. There's no one there for me."

Klaven was quick to put Faltic's deterrence away. "Restel is there. And we talked about you." Klaven folded his forelegs across his chest.

It seemed to grab Faltic's attention, as now his head was up, and his ear twitched at the mention of Restel. However, that glint of hope dissipated quickly. "So you went there to vilify me with him? I don't imagine he had anything nice to say."

Klaven hesitated, and averted his eyes, looking away briefly. "Uh... well, not entirely."

Before he could continue, Faltic interjected, grunting with what sounded like frustration. Faltic's hoof pressed to his forehead as he turned and idly walked towards the window. "Knew it." Klaven decided to remain quiet, opting to let Faltic's emotions flow. Instead of approaching the window, Faltic planted his forehead onto the wall, shutting his eyes. "I didn't mean for any of this. I didn't want to be alone. I wanted my friend. I'd change what I did if I could."

Despite some aching soreness in his body, and lack of sleep, Klaven stood up and made his way towards Faltic. With a moment's hesitation, Klaven put a hoof on Faltic's shoulder. Yet still, his head remained on the wall.

"Faltic, look. I talked with Restel, and it wasn't all bad," Klaven started. Subtly, Klaven could see Faltic's eye open, appearing glossy.

"What do you mean?" Faltic's voice was unsteady. Klaven didn't acknowledge it.

Klaven spoke softly as he explained. "Restel said he'll talk with you in person. Reluctantly, but he will. You have a chance to apologize to him."

The air was silent. Faltic, despite the opportunity to talk to Restel again, was completely bewildered as to why Restel would even want to see him again, let alone talk to him. Finally removing his head off the wall, Faltic turned to look at Klaven, who still had a hoof on his shoulder.

"When? Where?" Faltic asked.

Before he began, Klaven sucked in some air through gritted teeth. "He said tonight. At the campground. You know, the one we hung out at all night a while ago."

Once again, Faltic was quiet, and looked away from Klaven. A mixture of many emotions vied for control in Faltic's mind. However many different paths they tried to lead him down, all of them had the same end goal of making amends with Restel.

Taking Klaven by surprise, Faltic turned his body fully, facing Klaven and wrapping his forelegs around him into an embrace. Klaven heard Faltic sniffle once, and decided to return the hug.

Faltic murmured from Klaven's shoulder. "If you tell Restel I'm acting like this, I'm actually throwing you out the window."

"My lips are sealed."

*****

The sky had long since lost daylight as it had completed the transition to night. Luna's moon shone in the sky, adorned all around by the dots of stars. The night was cold, and a chilling breeze flowed through the air. On the outskirts of Manehattan, nothing was deterring Faltic from continuing down the dirt path leading to the campground where Restel would be.

The skyscrapers that typically surrounded oneself in the city had been replaced by foliage and trees lining the seemingly endless dirt path. There was no need for a disguise, as the natural changeling color was well disguised in the darkness, and that there weren't any ponies around anyway.

Starting the trek was simple, as Faltic's pace was steady up until now. It wasn't the temperature or how late it was slowing him down, it was his mind. Faltic's hooves occasionally dragged in the dirt as he closed the distance. What felt like hundreds of different things to say to Restel were all fighting for control in his mind. What sounded the most genuine? What sounded apologetic? What sounded right?

Halting only for a moment, Faltic approached a fence connected to a wooden lodge. With it being so dark, only the silhouette of the building was hardly visible. Idly, Faltic's wings unfurled as he buzzed his way over the fence and came to land on the other side, officially entering the campgrounds. Having entered, Faltic had a rough idea as to where exactly Restel would be.

As expected, Faltic approached a fork in the path immediately after clearing the fence. One went left, one went right. A sign stood in the middle with directions, but Faltic already knew which way to go.

Campsite. Right.

Slowly, Faltic's hooves dragged him to the right as he proceeded down a new direction of dirt path and trees. Visual familiarity passed on either side of Faltic, as this is where he and the other two were swapping stories of the invasion not too long ago. A memory that Faltic did not want to become bittersweet.

Faltic's legs halted.

The first sight of tents appeared. Upon further examination, there was a dim light shining from the other side of one of them that faintly trickled its way into view. A long, cold breath drew into Faltic's nose before being exhaled through the mouth, a visible trail of his breath lingered in the air.

Well... go on.

Begrudgingly, progress was once again made towards his destination. Coming around the corner of the tent, Faltic came across the sight of a lit lantern sitting on the ground next to a circle made of rocks. Near the lantern, there was Restel, pacing back and forth in the grass.

Immediately as Restel spotted Faltic, his pacing ceased, and his eyes fixed a stern glare towards Faltic. A huff of air exhaled from Restel's snout.

Faltic tentatively took his next step, and attempted to choose his next words carefully. "H-hey... Restel." Faltic's words fell flat, and were unsteady.

Restel stood silently, only offering Faltic a single raised brow in response.

Seeing as how Restel hardly offered a reaction, Faltic began to break down. "Look, I... I didn't want to be here alone, I wanted you here, I-" Faltic took a breath as his words started coming out all at once. "I went and messed up the notices because I care about being with you and, and I really-" Another pause for air, this one sounding unsteady. "-can't do much on my own without you."

Faltic stopped himself once he felt a lump work its way into his throat. He wanted to continue, but didn't want to look more like a fool in front of Restel.

"You done?" Restel asked, finally speaking up. Faltic, understanding he has little talking power anyway, nodded his head in response.

Restel held his head up firmly, staring directly at Faltic with glaring eyes. "Good, because I'm not sugarcoating anything. I'm mad, I'm upset, confused... why? You knew I'm an essential to the Hive, you knew I'm a caretaker for Skeps, whom I've lived with my whole life, and yet you still go and do that. You're damn lucky Cyril helped me find someone to look after him. I shouldn't even be out here, let alone seeing you again."

Faltic's head gradually slumped lower and lower, but he retained eye contact with Restel. An apology is all he could think of saying. "I'm... really sorry."

Restel's hoof came up and dragged along his face. "Don't say sorry again, it's not going to do anything. And let me say: I'm done. I'm not scouting anymore, I'm out, I'm staying at the Hive where I should've been this whole time. Sure I may have been happy and whatnot during Manehattan, but I was still worried out of my damn mind for Skeps. You know how much crap he gets from any other changeling?"

Again, Faltic wisely chose to stay quiet, opting only to nod his head once more in understanding. Changelings being the brutish colony they are, Faltic could imagine how unrelenting they'd be against Skeps.

Though, something in the back of Faltic's mind rushed to the front, forcing him to speak quietly. "Please, if there's... anything." Faltic lifted his head slightly, but couldn't find any more words to say after that.

Restel held a hoof up and closed his eyes, signaling for Faltic to stop. He reopened his eyes and began again. "Like I said, I'm out. I'm staying at the Hive and that's that. You'll have Klaven, it's not like he's a stranger. And hell, good luck with Cyril." Restel ended off his sentence with a brief chuckle, but with no smile on his face.

The cold night air was still and silent again. Restel was done talking, and Faltic was struggling to find any words to bring into the mix. After a moment, something did come up. "So... you wanted me out here to berate me some more?" Whatever amount Faltic had lifted his head earlier vanished, and his head drooped once again.

Restel looked confused for a moment. "What? No." There was a brief pause before Restel continued. "Well, not entirely. Shut up." Again, Restel paused. This time, he exhaled a sigh, his breath showing in the cold. "So, yeah I hate you right now, but, I'm not unwilling to eventually forgive you."

This time, Faltic lifted his head all the way up, tilted with confusion. "Why?"

Restel coolly explained. "Skeps is... alright. I mean, I hate not being there for him and I was worried sick. And what you did was seriously messed up, so let me have a moment to be rightfully mad about it."

There was still some confusion in Faltic's understanding of Restel's words. After a moment of stuttering to find the right first word, Faltic was able to talk. "Hu- wh-... so you're... okay?"

"Faltic, I'm going to give you ten seconds to get out of here." As Restel spoke, Faltic noticed a small crack in his voice, though it didn't deter him from continuing. "I won't be a stranger, a shut in in the Hive. If I find the time, I might come visit."

Faltic was wordless, standing still in the dirt momentarily before swiftly closing the distance between him and Restel, wrapping his forelegs around him tightly. Though Restel didn't react initially, he did offer one foreleg around Faltic's back.

"You're at five seconds before I actually punch you," Restel said, the uneasiness in his voice becoming more apparent.

"Thank you," Faltic said quietly. "Plus you're crying," Faltic added, ignoring the fact that he was about to as well.

"Three... Two..." Restel counted down. Once he hit two, Faltic released from the embrace, and quickly turned hoof, scurrying away, disappearing beyond the trees and into the darkness of the night.

*****

The moon still hung in the dead of night as Faltic returned to the Pegasus Cloud hotel. At the very least, the coat of his Enthrall disguise offered the bare minimum protection against the cold, which didn't start affecting him until now. The time it had taken to traverse the distance back to the hotel had allowed Faltic to get over his melancholic emotions. He didn't want Klaven to see him in such a state. The lobby was empty, the only company being a faint humming sound coming from somewhere. Proceeding forward, Faltic absentmindedly climbed flight after flight of stairs to the eighth floor. Down the paisley patterned carpet hallway, Faltic stopped in front of the correct door that was his and Klaven's.

Popping the door open with his keycard, Faltic was greeted to a lit room with another changeling lying face down on the first bed, facing the door. It was Klaven, and his head rested just on the edge of the bed, a book on the floor before him.

"Klaven?" Faltic asked.

Immediately, Klaven's head popped up, looking utterly dazed as his eyes blinked rapidly. "Huh? Faltic?" Klaven reached up and rubbed his eyes.

Faltic stepped into the room, shutting the door behind him before dropping his light blue Enthrall disguise. "Were you trying to stay awake?"

Klaven yawned, shaking his head briefly. "Yes, and apparently I did a terrible job. I feel like I just blinked."

Faltic proceeded to walk further into the room, passing the bed that Klaven was laying on, and making his way for the vacant one. "What were you staying up for?" It felt like an obvious question, but Faltic asked it anyway.

Klaven sat up and stretched. "You. I wanted to know how it went. Are you alright?"

Rather than climbing onto the bed, Faltic only stood beside it. "Yeah... I'm fine. We talked, and he's staying at the Hive."

Klaven was looking attentively at Faltic, nodding in understanding. "Ah."

"But, he said if he ever found the time, he might come here to visit. Who knows how that'll work out," Faltic stated, recapping the night in his mind.

"At least it wasn't all bad," Klaven said, offering Faltic a little smile.

That smile quickly shifted into a look of surprise from Klaven. "Oh! Faltic, I've got to show you something." After saying that, Klaven hopped from the bed and began digging through the nightstand's drawer. Faltic looked at Klaven, confused by what he meant. "Show me what?" Faltic asked.

"Aha. Here." Klaven tossed a card towards Faltic, which he caught in his hoof. Upon a short examination, Faltic recognized what it was. "This is uh... a keycard?"

Klaven nodded happily. "Mhm. C'mon." Gesturing his head towards the door, Klaven trotted for it, already shifting into his garnet unicorn disguise.

Hurrying to catch up to Klaven, Faltic followed behind him, reapplying his Enthrall disguise before meeting Klaven at the door. Klaven opened it, and hurried into the hallway, with Faltic closely behind him.

"Klaven, what is this all about?" Faltic asked in an almost hushed voice. It was too late at night to be talking normally, and with potentially so many asleep ponies on the other side of the doors.

"Just go in and see for yourself. I want you to look at the window," Klaven said, mimicking Faltic's quiet tone.

Klaven had led Faltic to the door of Cyril’s room. Hesitantly, Faltic raised the card that Klaven had given him a moment ago, realizing this was for her door.

With a quizzical look to his face, Faltic eyed Klaven as he unlocked the door, slowly stepping inside. As expected, it was dark, with nothing immediate to see.

Wait, isn't Cyril in here?

As the thought struck Faltic's mind, the door behind him closed, causing him to turn around quickly, just to stare at the closed door.

The window? What does he want me to see there?

Turning back around the face the room, Faltic tenderly began proceeding forward, making sure his hoofsteps were quiet, as to not wake up Cyri-

The one bed in this room was empty. Faltic craned his neck, scanning the room to look for Cyril.

She's just... not in here.

Cyril not being present only raised his confusion and curiosity. Though, Faltic decided not to linger on it too long. Klaven mentioned the window, and that's what he set his eyes on next. The curtains were drawn shut, pulled over the lip of the windowsill.

Faltic approached the covered window, grabbing onto the curtains and pulling them open. Just as suspected, an eighth story view of Manehattan's night scene struck Faltic's eyes. However, something just beneath him caught his attention.

A potted flower sitting on the windowsill, previously concealed by the curtain. The same one Faltic had given Cyril in the past. The soil appeared damp, recently watered. Just beside it was a yellow square note. 'See you tomorrow' was written on it.

The sight held Faltic's attention for several seconds before lifting his gaze to return to Manehattan's night.

Though he couldn't feel it, Faltic was confident that the coldness outside couldn't affect the warmth he felt in his chest at that moment. Everything outside was still. Hundreds of stars hung in the sky, and some twinkled, accompanied by Luna's moon providing the dim light to see the cityscape before him.

Faltic exhaled a sigh of content, smiling to himself.

"Thank you."

Author's Note

Though the story is complete, I do have plans to make a nice little epilogue in the future. I do hope everyone who read this story enjoyed it, as it was much fun to write. Your feedback throughout it has given me much confidence and motivation to continue, and I really thank you.

Chapter 11

Faltic's eyes snapped open, only to be greeted with darkness. Just faintly, a soft light crept in, peeking past the closed curtain of the window.

His ear twitched as he heard the soft sound of snoring. Turning his head, he could just make out Restel in the darkness, on the floor, clutching a plush of a pony, with foam cubes scattered all around him.

Memories quickly swarmed his mind. That of the events of yesterday, and Cyril.

Faltic drew a deep breath, and quietly exhaled it.

Turning to his left, he could see a lump in the other bed. Klaven. Peacefully sleeping with all the extra space of a whole bed to himself.

Everything was still.

Am I sweating?

Faltic reached up and wiped his brow. It didn't feel wet.

This time, Faltic wiped just below his eye. There was something wet beneath it.

Oh come on. I am not upset about that still. Faltic internally argued with himself so as not to wake the others up.

Of course I still feel bad. I really messed her up. Hardly seen her since.

While having an internal conversation with himself, Faltic readjusted himself in bed, getting comfortable again.

At least, hardly seen her until now.

As Faltic continued to think to himself, he unknowingly drifted back off to sleep.

*****

Darkness greeted Faltic once again.

It's still dark?

However, seeing the room he was in, it became apparent as to why.

Dreaming... again.

For whatever reason, Faltic was being as silent as he could, poking through all sorts of filing cabinets, grabbing papers, with a huge sense of uneasiness coming over him.

He recognized this room. It was where-

There was the sound of hoofsteps getting louder as they drew near.

Oh. Oh no.

"Faltic?" A feminine voice hit Faltic's ears as he scrambled to attention.

"Faltic!" The voice sounded out again. It sounded like Cyril.

Everything went completely black again as the dream shuttered to a close.

*****

"Faltic!"

Klaven was beside Faltic's bed, shaking him to wake him up. At last, Faltic had a response, but he kept mumbling "No."

Growing annoyed, and worried, Klaven shoved Faltic nearly off the bed. All four of Faltic's legs scrambled as if he was falling, and Faltic's eyes opened, panting like he'd finished a jog.

Collecting himself briefly, Faltic looked at Klaven.

"Uh, morning," Klaven spoke.

Faltic scanned the room. Restel was gone from the floor. All that was left was a plush and foam cubes.

"You moved a bit in your sleep, which you don't normally do, and I didn't know when you and Whimsy were meeting today so I woke you up just in case."

In a sense of déjà vu, Faltic's memories flooded back to his mind. "Right. Thank you."

Klaven nodded. Faltic stood up and stretched. Last night was rough, and took quite a toll, hearing as most his joints popped.

"Where's Restel?" Faltic asked.

"Busy with the love subject this morning," Klaven answered.

Faltic shuddered. An immovable sense of sinking in his chest settled in, and a sense of dread hung over him. Long had he wanted to forget what his sleep had reminded him of, and seeing Restel was the last thing he currently wanted to do.

Whimsy. Cyril. That took priority right now.

Faltic rubbed his eyes as he spoke. "Cyril said we could meet at about noon, go from there. My turn to pick the place and such."

Klaven occupied himself by making his bed. "I was thinking about that."

"What?" Faltic asked.

"You and Cyril. You know she's her, she doesn't know you're you, and uh, I now know what happened between you two." Klaven sheepishly smiled at Faltic.

Faltic planted a hoof to his face. "Ugh. I know. That's fine. I'm not proud of it, and I've changed since."

"Ignoring the pun, I think I have an idea for how you can get Cyril to like Faltic more than Enthrall," Klaven said optimistically. However, Faltic was confused. Firstly: what pun?

Secondly: "What do you mean, and how? Dude, she freaking hates me, last I remember," Faltic argued against himself. There was no shot of Cyril even thinking about him since then, other than to remember who screwed up her ear.

Klaven dropped the blanket he'd been holding, and held up a hoof, mockingly defending himself. "Hear me out. Why don't you try to do things that you like, and see if Cyril shares some common ground with you? Nothing that would explicitly give you away, but something that you two could both enjoy together."

Faltic seemed to consider that, looking at the ground and being silent. It didn't sound entirely crazy, but it also didn't sound completely foolproof. However, Klaven's past idea of committing with Whimsy led him to this point, so there was some credibility to Klaven's thinking.

"But..." Faltic started, hesitating slightly. "How would I gauge Cyril's reaction, and not Whimsy's." Faltic believed that since she's a changeling, she's just playing an act. And being a changeling, a damn good one at that.

Klaven sternly pointed at Faltic. "Look for her adaptors. You know, those little idiosyncrasies that happen faster than you can blink. Reacting to something naturally happens to all of us. Be you, see how Cyril reacts before Whimsy does."

Faltic was silent for a moment before nodding, speaking slower than before. "Huh. I see your logic." Klaven picked up where he left off. "I can't come with you though. I've got my shift soon."

A little pang in Faltic's chest happened, a small bit of him wanted Klaven to go, and not be left alone. "That's fine. I should be able to handle myself."

"So you say. You should probably get going too. It can't be morning forever," Klaven told Faltic, pointing a hoof at the window and the bright day outside.

"Good idea." Faltic started to move, but stopped. "Wait, so, where do you suggest we go then?"

Klaven shrugged. "Wherever you think you should. Somewhere or something that would show off Faltic's interests, and try to see how Cyril reacts."

"Right." With some hesitation first, Faltic quickly trotted past Klaven, exchanging a quick hoof bump along the way. "Thank you." Klaven nodded in response. Faltic donned upon his Enthrall disguise with a swirl of fire, and was out the door.

A small realization struck Faltic as he went down the stairs. When Klaven had mentioned ponies react the way they wanted to before a façade would, that was exactly how Faltic took the news of Klaven not being able to go. Faltic wanted the company, but played the act that it would be fine.

Just have to apply that to Cyril. Things were going to be tricky from here on out.

*****

Not once did the thought of abandoning this plan occur. Not while going back to the room to collect his books, not while trotting all the way to Whimsy's, and not once during the journey to the Manehattan Public Library alongside Whimsy.

Only now did it dawn on Faltic that he may have had the worst follow-up to Klaven's idea.

Faltic had showed up to Whimsy's, books in tow, explaining he needed to return them. Whimsy seemed alright with it. In fact, she appeared like she wanted to go.

Cyril, on the other hoof... well, Faltic couldn't make anything out yet.

At least he had done a good job maintaining conversation with her so far. The unnerving sense of... well, nerves kept Faltic slightly on edge.

"Won't be here too long. Just going to return these, and pick out a couple more," Faltic assured Whimsy as they ascended the stairs leading to the entrance.

"Fine by me. Might pick out some myself," Whimsy responded.

Did Cyril really have a card?

Just knowing that it wasn't really Whimsy gave Faltic a whole new sense of caution with his actions. On one side, for some reason, Faltic still lingered on this hopeless crush with her, hoping that it might work this time with some effort. On the other, this was (as always believed) hopeless. Though, Faltic latched onto his belief that this could work with every ounce of strength.

Faltic held the door open for Whimsy, and stepped in after her. Every sound of Manehattan vanished, as if going deaf in a matter of seconds. The quiet steps of hooves on carpet barely reached Faltic's ears as he placed his books in the returns.

Whimsy scanned the sprawling room before her. Bookshelves lined the walls, with another wall of them a few feet away, forming an aisle of bookshelves. In the middle were rows of tables that other ponies silently sat at, tending to their own business.

Faltic caught up beside Whimsy as he nudged her shoulder, poking his head in a direction. Faltic spoke in a hushed voice. "Over here. I've got a section I like going to."

Whimsy only nodded in response, following Faltic as he led the two into an aisle of bookshelves. A few steps later, Faltic halted in front of a seemingly random shelf, talking quietly to Whimsy. "One of my personal favorite spots."

Whimsy stepped up beside Faltic, spotting the 'Romance' label that loomed above the shelf. Faltic plucked a book from the shelf, but wasn't paying any mind to it. Rather, he side-eyed Whimsy, attempting to gauge any reaction. He watched as she looked up and around, almost staring beyond the books, holding a hoof to her mouth to cover a smile.

"What're some of your favorites?" Faltic quietly asked.

Whimsy held her mouth as she coughed, regaining some composure. "I'm more of a 'fan of everything.' So, no favorites."

This is the worst possible thing I could've done. Faltic thought, internally kicking himself.

A silence unlike the already present quietness of the library settled between the two. It was awkward, and Faltic wanted it to go away. "I've got another section. Over here." Faltic took the book he had plucked, and led the way once again.

Take her to the romance section. Good idea, Faltic.

Faltic's mind was nothing but self depreciation as they made their way around a corner, entering another section of bookshelves. "Another one of my favorites," Faltic mentioned.

Whimsy took notice of the label, reading the 'Mystery' label that hung above the shelves. Faltic noticed that Whimsy was idly tapping her hoof to the ground as she primarily looked around the area, the only expression she showed being disinterest.

Faltic's nerves took over his actions. Picking the next book from the shelf resulted in him fumbling it immediately, the book falling to the carpeted floor with a little thud.

The muffled sound of Whimsy's laughter caught Faltic's ear as he recovered the book from the floor. Memories prodded their way to the forefront of his mind as he heard it.

Scout training all over again...

"Klutz," Whimsy playfully mocked. Faltic shared a soft smile with her as he kept the book in his grasp, along with the previous one.

Though his smile showed content, the inside of Faltic's mind was back at war. This was the worst possible place to put Klaven's idea into action. It was almost as if Faltic's scout training self was clawing its way back to life and taking over his body, filling him with angst and nerves. For what it was worth, it was easy to gather that Cyril had zero interest in being here, so it was probably time to go.

Being this close to Cyril again, it just felt so different.

Maybe it was because this time, she seemed to like Faltic. So much so that it almost felt real.

Or maybe because the last time he was so close to her, he completely botched their training, and in turn, her ear.

Faltic found himself staring blankly at the cover of the book he had just retrieved from the ground. "Yeah, I think I've got all I need here."

"Good." Whimsy's response emitted no emotion, but she did smile.

Already, Faltic trotted towards the front. After checking out two completely random books, Faltic led Whimsy out, and down the steps.

From what little there was to gather, Faltic knew that behind the façade, Cyril had no amount of interest for anything that had happened so far today.

The weather had taken a turn. During the short amount of time spent inside, the sky had changed from its partly cloudy view, to dark, ominous clouds looming above.

"Smells like rain," Faltic mentioned to Whimsy as they both looked up.

"Those pegasi work fast. Jeez." Whimsy appeared to look nervous. "I don't like being caught in the rain."

As miniscule of a checkbox it was, Faltic had to admit a second defeat today. He enjoyed a little walk in the rain, so long as it wasn't pouring.

Despite that trivial matter, he had books, and those couldn't get wet. "What do you think?" Faltic quickly asked Whimsy, prying his gaze away from the sky and back at Whimsy.

Whimsy rubbed her chin in thought. "I actually think it wouldn't be a bad idea to break it off here. Don't know how long it'll rain, and it looks like it's about to start."

The familiar pang of emotion hit Faltic's chest as Whimsy was already deciding to cut today short. Faltic cursed the weather many times over in his head, and all the pegasi involved in carrying it out.

Faltic laced his words with his own genuine sadness. "Aw, alright. I understand. When're you free next?" Faltic asked. Their time spent today was too short, and Faltic felt somewhat unfulfilled.

Whimsy showed a sheepish smile. Already, Faltic knew what her answer was about to be. "Day after tomorrow. Got some business I need to take care of."

A changeling can go a good bit longer without food than a normal pony. What her business was, he wasn't exactly sure. At the very least, however, it was just a little more understood as to why she was intermittently 'busy.'

A hint of annoyance (and admittedly, fatigue) tried to creep into Faltic's emotions, but were swatted away immediately, the thought of Cyril strengthening Faltic's resolve.

Faltic decided not to try and press on that. At least, not yet. "Ah alright." Faltic opened up his foreleg, the one without two books tucked within them. "C'mere."

For some reason, Faltic found himself shivering. It wasn't from the coldness in the air. A sudden overwhelming sense of nerves and excitement kicked in as he realized he had been hugging Cyril this whole time, and that he was about to get another.

I really am my pathetic past self. Faltic thought, holding his leg open.

Before closing in, Whimsy took a noticeably larger inhale, exhaling it all at once, similar to Restel's breathing technique to ease nerves, without the foreleg movement.

Whimsy closed in, accepting the hug, wrapping both her forelegs around Faltic.

Faltic took note of the small huff. Almost as if she was bracing to keep her act of Whimsy going. That was the last thought to cross Faltic's mind before it went blank, only focusing on the warmth of Whimsy's... Cyril's embrace. It was easy to ignore passing ponies when in the embrace of another.

Whimsy let out a small chuckle before shifting her head, planting a tiny peck on Faltic's cheek. Immediately, Whimsy backed up, averting her gaze elsewhere, concealing her smile behind her hoof.

Faltic's limbs went stiff as his eyes popped wide open, almost looking paralyzed.

Another light chuckle later, Whimsy took a step in the opposite direction. "I still enjoyed spending some time with you. Just meet me at my place whenever. Day after tomorrow. Bye Enthrall!"

With that, Whimsy trotted away. Faltic stood still in shock, with too many emotions to process all at once. Despite her debatably abrupt departure, Whimsy left Faltic with a new set of emotions to handle, and a new sense of happiness mixed with uneasiness.

What snapped Faltic from his daze was the first few droplets of rain pattering on his back. Even the act of trotting was as if he had just learned how to last week.

With haste, Faltic made his way back to the hotel.

Author's Note

A bit of a shorter chapter, but don't worry. I still have nine more planned.

I don't usually have authors notes at the end of chapters, but I wanted to say something here.

After some waiting, this story was denied consideration from Equestria Daily to be posted on their site. With no distaste towards EqD and the work they put in to maintain their site, I understand.

This story is written in my own free time with my passion for changelings. I'm not grammatically the best, I understand. It can still be up for consideration if I were to fix the jarring amount of grammatical issues the story has, but I don't particularly have the time to do that.

The point of why I'm putting this here is to really say thank you to every single reader who has given this story some time to read. All I care about is the story being entertaining, enjoyable, understandable and giving you characters to like. As long as those reading are having fun doing so, I'm happy.

I am especially thankful for those who have made it this far and are going to be here the second half of this story. Your interaction with this story means everything to me in giving me the motivation to continue.

(I hope my salt didn't sprinkle into this authors note)

There will be more changeling stories after this one. I'm almost done with the outline of another story, so changelings will be back once this one is done.