A Change for the Better

Chapters

Bad First Impressions
Persona Non Grata
Kindness
The Welcome Wagon
Generosity
The Cover of Night
Mission Briefing
Honesty
Rendezvous
Loyalty

Bad First Impressions

Pain.

Numbing, stinging, paralyzing pain.

That was all Iron Shell felt. He tried to gather his thoughts. He was with his... swarm. And they were... attacking somewhere? No, invading. But something happened. The wedding was overrun. The Queen had taken the throne. We won. Then... what? He tried to move, a wheeze escaping his lips, and he fell still again. He remembered a flash and a wave. He was thrown through a wall and clipped a building roof, causing him to lose momentum and crash.

Shell opened his eyes, and the sunlight nearly blinded his emerald green eyes. He moved his head as well as he could, surveying where he had landed. He crawled to the edge of his crater, and looked up to see a dark forest behind him, and a very colorful village a mile from his location. Beyond that was Canterlot. He groaned, and heard a scream. He lowered his ears and turned to see a shaking yellow filly with a red mane and pink bow on the back of her head. He growled, and heard another voice.

"What's wrong, Applebloom? What's got yah in such a-" An orange mare with a yellow braided mane stepped into his line of sight and froze at the sight of him. Her cheeks were dotted with white freckles and she wore a brown cowboy hat. They glared at each other, and in between Shell's flashes of pain which caused him to black out, he saw a blue and rainbow pegasus talk briefly with the soft shelled earth pony, and shoot off towards the soft shell town with blinding speed.

Twilight Sparkle sat in her library, levitating several books and scrolls, her eyes darting between them and a quill steadily jotting down notes. Lying before her were several quills, ink bottles, books, and parchment scribbled with hastily written equations. Crumpled papers and stacks of biographies and novels crowded around her as she worked, and a faint smell of ink filled the air. Spike climbed a ladder and placed books where they belonged on the wooden shelves as he tried to keep the library clean. "You know, this place would be a lot cleaner if you would put the books back on the shelves after you read them." Spike said behind a stack of books that wobbled as he carried it.

"Sorry Spike, but I've been busy researching the changelings ever since Shining Armor and Cadence defeated their queen. But nothing goes into great detail about changelings. Even the national creatures guide contains only rumor and theories on changelings." Spike grumbled. "Why? They wont be coming back anytime soon. Not after that pounding." As Spike walked by the door with the stack of books, the door slammed open as Rainbow Dash flew in, leaving Spike in a heap of books.

"Twilight! Its-"

"Yes, I know, Daring Do is amazing. The other books are on the bottom shelf next to the-"

"No, Twilight, there's a changeling on the edge of the Everfree Forest!"

Twilight dropped her books and the ponies ran out the door. "Spike, clean up while i'm gone!" Twilight called as the door shut. Spike rose from the stack of books and sighed.

Twilight and Rainbow Dash soon reached the forest where, sure enough, there was a changeling huddled in a small crater. He glared towards Applejack, who was standing between him and Twilight. "Has it done anything?" Twilight asked, not taking her eyes off the hard shelled creature. He had cracks and scrapes running along his shell, many bleeding profusely, and only glared at them through large green eyes.

"Naw, ah think its to weak ta move. But every time ah try to get near it, it hisses at me." Applejack replied. They all heard a gasp, and turned in time to see Fluttershy race past them and towards Shell. He hissed, barring his teeth, trying to scare off this yellow pony. The pegasus recoiled with a meep, but shook her head and continued towards him. He thought grimly, that this was it. He winced, expecting a powerful stomp to end him, and tears streamed down his cheeks. He then felt something warm against his face. He opened his eyes to see her wiping away his tears.

She gave him a warm smile, and he felt something deep in his chest. Whatever it was, this new feeling made him sick. He pushed away from this pony. Why did it care about him?

"There, there..."

"Fluttershy, what are you doing?! That thing is a monster!" Rainbow Dash called out.

Fluttershy's ears lowered at the comment, but she continued to look him over, feeling over his hard black shell, inspecting it's many scrapes and cracks, no doubt from a crash landing. "It's hurt. We have to help the poor dear." As her hoof brushed across the cracks and scrapes, the cold hard shell felt so alien that she shivered.

She looked over to his back, where she saw his right wing was folded tightly to his side. It had a crack going the length of the blue bug-like membrane. She reached out, and Shell pulled away, only to feel pain stab through him. With a grunt he lied still, breathing heavily. "Applejack, can you go grab my first aid kit? I think it has a broken wing." Applejack was reluctant at first, but silently nodded and ran towards Fluttershy's house. Shell finally made a noise, making the ponies jump.

"You..."

He growled, and Fluttershy backed away. Shell wheezed, and continued, "...Why would any of you help me...? Especially a soft shell like... you...?" He pointed a hole-filled hoof at Fluttershy, and she sat down and took his hoof in hers. He felt it again. That strange warmth that tingled through him. What was it? He couldn't be catching their... emotions, could he? He looked into the pony's eyes, and she smiled.

"... Because it's the right thing to do..."

Shell gritted his teeth. He was weak, but he would never accept the help of this soft shelled pony! "I don't need... your help...!" He forced himself to stand with a wheeze, and stumbled, making Fluttershy meep and hide behind her hair. From the yellow pegasus he felt fear, and it somehow tore him up inside. Why did he care what this pony felt? How could he? He didn't have emotions... right? He calmed himself, staring hazily between the battle ready rainbow pegasus and the curious purple unicorn. He had been taught as a larvae that ponies treated his kind like dirt, that they'd kill them in an instant. But this pony, this Flutter-Shy, she was doing all she could to comfort him.

He looked into her eyes to see she was calming down. He was about to speak, when he saw the earth pony return with a white saddle bag bearing a red cross. He saw the pegasus take out some cloth wrap and moved to his wing.

"Now, this will only hurt for a moment..."

Shell grumbled and sat down, closing his eyes, waiting for whatever the pegasus was going to do. He then felt a surge of pain, feeling like his shell was ripping apart. He couldn't let himself die like this! He hissed wildly, whirling around and knocking Fluttershy down, and jumped away from the ponies.

Shell breathed heavily, his legs shaking and his muscles screaming with pain, and slowly the sharp pain in his back reduced to a throb. He wobbly looked back to see the soft cloth wrapping around his wing, and grimaced at the pony's attempts to heal his wing. He looked back to Fluttershy, seeing tears in he pegasus' eyes. He slowly took a step towards Fluttershy, but was tackled down by Rainbow Dash. His back hit the ground and he yelped in pain. He thrashed and hissed as AppleJack ran and held him down with Rainbow Dash. He looked over to Fluttershy, and when their eyes connected, he calmed himself and stopped struggling. "Flutter... Shy..." He said, frowning. He couldn't stand it. Fear and anger was all that he absorbed from these ponies, and it left a bitter taste in his mouth.

The rainbow pegasus shot off towards Canterlot with a technicolor streak following. Shell's body involuntarily shook from the sore, numb pain coursing his body as the orange soft shell held him down by his shoulders. He groaned, and grunted, forcing the words through his own raspy breathing. "Do you... feel strong, soft shell? Holding down a defenseless cripple?" The orange mare looked to the unicorn, and with a nod released Shell. He rolled over, gasping at the relief for his broken wing, and looked up to the earth pony. She still watched him intently, and he smiled at her, making the pony jump with surprise.

Shell laughed mockingly and coughed, his breath ragged and uneven. He heard a set of wings and the rattle of chains as two royal guards landed pulling a chariot remodeled into a cage. It took every bit of his will to keep his howls of pain down to grunts as the stallions hoisted him up and threw him into the cage. He gasped and blacked out for a moment as he hit the bars, and sat up to see the yellow pegasus being treated for possible wounds by the purple unicorn. He let out a weary sigh as they took off with a beat of stallions mighty wings, and flew towards the mountain city of Canterlot.

Persona Non Grata

Shell couldn't lift his head as he was paraded through the streets of Canterlot like hunted game or a trophy. His temples throbbed as his prison rattled, and he felt aches descend his body with irregular flashes of pain. Ponies gawked and gasped, and the ringing in his ears allowed him to only make out a few comments through the inaudible murmur.

"Daddy, what is it?"

"Ha! Serves it right!"

"What a monster!"

A monster.

That was all he was to them.

Scorn and hate battered him, and he gritted his teeth. What did he care? For a second their fate was in the hooves of his Queen. Yet... his thoughts kept drifting back to her. That pegasus pony who showed kindness when he had none to return. She looked so familiar, but from where he couldn't say. His thoughts were interrupted by a shake of his cage as the wheel ascended a staircase to the castle's courtyard.

He shook as he tried to retain consciousness, wanting nothing more to sleep away the aches that flared with pain at his every move. His entire body ached and throbbed with every heartbeat, and the only thing that kept him conscious was the spear handle clacking against the black shell of his side whenever he closed his eyes. He looked up and saw two tall doors slowly open to a long hall glittering with a plethora of colors as sunlight shown through the glass mosaics that displayed a number of battles or epics. He saw one that depicted six mares defeating the deity Discord, and another of the same six destroying NightMare Moon. He looked quizzically at the ponies in the mosaics. Surely it couldn't be... He was thrown off when the cage tilted and he toppled out onto the floor of the great hall.

He fought back the aching pain and shook his head, looking up with wide eyes to see... her. The sun goddess Princess Celestia. Her white fur almost seemed to glow in the sunlight. Her face wore an expressionless look as she looked down on the injured changeling. He averted his eyes, and she noticed his bandaged wing. "Did Fluttershy do that?" She asked. He didn't look up to her, slightly swaying, and merely emitted a low growl. A guard went to jostle him from his thoughts, when the Princess stayed him with a raised hoof.

"Your wing, it's bandaged up. Did Fluttershy help you?"

He hated himself for doing it, but he couldn't bring himself to betray the pegasus, even if all she said were lies. That pony made him feel something. "I... did this... myself. Your..." He growled and spat out the following word with disgust. "...Highness." He stared at the floor, cursing his awful lie.

"At any rate, do tell why are you were in Ponyville. I would expect you to rendezvous with your queen."

Shell shifted his good wing and sat up. "After the spell... cast by Princes Mi Amore Cadenza and captain Shining armor... many of my brethren were thrown from Canterlot and beyond civilized areas." He waved his hoof, and cringed, his back twitching with pain. "I... suffered a crippling injury upon crashing into a roof top and landing on the outskirts of Ponyville. I was to weak to move, and was later apprehended by your most... 'generous' guards. Without the means to... return to my swarm, I am now just an outcast behind... enemy lines." Celestia stared into his loathing eyes with curiosity.

"Behind enemy lines? You say it like you have a plan for escape."

Shell smiled wearily, his voice wheezy as he spoke. "Escape...? No... If I could move more than a few inches... without my legs giving out under me, then perhaps I would attempt an escape. But in my... present situation, I suppose i'm at your... mercy."

As Celestia closed her eyes to ponder his words, Shell inspected his cracks, wincing when he ran his holed hoof over them. Celestia opened her eyes, and pointed her horn at Shell, a pink glow enveloping it. Shell recoiled slightly, his pains, keeping him still, and he hissed and glared at the princess. She let a pink light shine from her horn, and Shell watched as the worst of his injuries began to close up and cease bleeding. "Take him to a guest room, and DON'T use the cage." Shell's ears perked as he looked up. He saw not eyes of hate, but eyes of sympathy. Pity. "Guest... room?" A guard led him through the castle halls, and he watched as ponies yelped or ran once they saw him. He noticed the guard walked with a limp, as if his back left leg was stiff as a board.

Shell was led to a small room with a soft bed and a patio with a perfect view of Ponyville beyond Canterlot. He sat down on the bed, and the guard spoke up. "We are ordered to get you anything you need, but you may not leave this room." With that, the door shut, and Shell sighed and sat down on the bed. He coughed, regurgitating a green slime and spitting it onto his damaged shell, sealing and mending the remaining cracks and scrapes. He watched as the slime hardened, and ran a hoof over it. He couldn't stay here. He looked over to the patio, and growled.

With his wing in it's current state, he knew the princess meant for the patio to torture him. "So close, and yet so far." He could imagine her mocking him. He sighed and let his mind wander, his thoughts returning to the mosaics, and the ponies he'd met earlier. "I never would have suspected common villagers to control the elements..." He shook his head and sighed. He had to find something to distract himself, else he might suffer more of these 'feelings'. He stood shakily, and knocked on the door. He saw a sliding eye-hole open, and the guard looked in on him. "Could you get me a few books?" The guard nodded, a look of confusion in his eyes.

"Twilight, I think i'm alright..."

Fluttershy insisted as Twilight cast spells over her to detect any injuries. "That... thing... tried to attack you! Now you should rest. You've had quite a day." Twilight replied. There was a knock at the door downstairs, and Twilight stood. "Just a minute! Stay here and rest, Fluttershy." Fluttershy was about to speak, when the door shut behind Twilight as she left the room. She got up and went to the door, only to find it locked. She opened the window, and flew out to see who was at the door. She was shocked to see one of the royal guards questioning Twilight. To her confusion, he stood slightly slanted, as if one of his legs was injured, despite the guard bearing no injuries. She listened in:

"... Elements of Harmony referance guide? Well yes, but why?"

"... Prisoner requested..."

Fluttershy gasped. "The changeling! He's okay! I... I have to see him!" She waited until the guard left, and followed after the limping stallion. When she reached the castle, she was stopped by two large guard's raised wings. "Um... E-excuse me?" The guards held a stone cold look.

"I'm sorry, but no civilians may enter the castle. Consulting hours with the princess are over. You can try again tonight with Princess Luna, or wait until tomorrow."

Fluttershy shrunk back, allowing her hair to slip over her face. "Oh, i'm sorry... I'll just be leaving now..."

She turned to walk away, and the guards looked down to her cutie mark. "...Are you...? The element of kindness!" The guards folded their wings. "We apologize, ma'am. Please head in." Fluttershy slipped passed them, and sighed. That was new. She trotted through the great hall, and stopped to observe the glass mosaics. She was pulled out of her memories by Celestia approaching her.

"Fluttershy, what a surprise! It's good to see you." The princess said with a smile. Fluttershy bowed.

"Thank you, Princess Celestia. I wanted to ask- if that's okay- about somepony who came in here earlier..."

"The changeling?"

"Oh... how did you know?"

"From the wrapped up wing I knew it couldn't have been anyone else who fixed him up. He wouldn't admit to your helping him though."

"Um, a-am I in trouble for helping him?"

"Heavens no. You did what you thought was right. And the changeling certainly needed the help, as stubborn as he was."

"Princess, may I see him? I mean, if that's okay... I wouldn't want to bother your royal-"

"Of course you can, Fluttershy. Bless your kind heart. He's in the guest quarters."

Fluttershy raised an eyebrow. "Guest quarters? So he's not a prisoner?"

Celestia smiled slightly as Fluttershy's timid demeanor subsided slightly. "Lets just say he's... an important visitor for now." Fluttershy bowed, and stepped back down the hall, eager to see the changeling again.

Kindness

The limping guard opened the door and Iron Shell swung his legs over to the edge of the bed as the guard set the books on the sheets. The guard spoke in his deep voice as Shell looked over the books on his bed. "Is this all you wanted, bug?" the guard coldly asked. "Yes, peg-leg." He responded with a nickname of his own. The guard growled, and limped back out the door and slammed it behind him.

Shell sighed. He expected them to dislike him, but now that it was happening he felt even colder inside. His stomach rumbled, and he sighed. There was no love here that could nourish him. He inspected his books, taking in each cover with great interest, if not a desire for something to distract his empty stomach.

"The History of Equestria" and "Elements of Harmony: A Reference Guide" and several other less interesting books. He lit his horn with green fire, and lifted the books. He remembered being teased for his knowledge of reading and writing. He learned how to read when he had to go undercover as a student in Baltimare, and how to write in a recon mission in Los-pegasus. While the hive teased him, the queen however, took an interest in his advanced knowledge and used him often for translations and forgeries. He considered it a squander of his talents, but he was honored anyway to have positively caught his Queen's eye. He opened the Elements reference guide and read silently.

Every now and then he would hear the sliding eye-hole open, the guards no doubt checking on his suspicious silence. He heard the guard switching out, and the uneven steps as the previous guard limped away. Minutes passed before he heard a voice, and it made him jump with surprise at it's familiarity. "Excuse me, but Princess Celestia said I could see him..."

"Very well ma'am, but be careful. He's a dangerous one." Shell looked in disbelief as the door opened to reveal... her! The yellow pegasus who's name was... "Fluttershy."

He said aloud. She walked in, and the door slowly shut behind her. She looked with slight discomfort at the hardened slime coating his wounds, but to his surprise approached none the less and gave him a warm hug.

"You poor thing... they cant just lock you up like you're some kind of-"

"-Monster?" He finished.

She released him and tapped at the floor with her hoof. "Please don't say that... they just don't understand you..." Shell turned back to his book. "... And you do?" She opened her mouth to speak, but couldn't say anything and shrunk back. "So why did you come here, Fluttershy?" He questioned, a hint of aggravation in his voice. "Well, I feel bad for what happened to you, being brought here in a big scary cage... I wanted to say... I'm sorry."

Shell looked up from his book with surprise. He lashed out at her and still she was apologizing to him? "No wonder you're the element of kindness." He smiled. Her eyes widened. "You know about that?" Shell shook his head. "I was making an assumption from the mosaics and this book. Now I do know you are, though." Fluttershy winced at her earlier statement. "And, I can only ASSUME that your friends I very... enthusiastically met earlier are the elements of honesty, loyalty, and the most important, magic.

I'm not as ignorant as you ponies think I am." Fluttershy stood in silence for a time, than took a deep breath. "Can I ask you for your name? I mean, if that's okay." He stared blankly. He had a title, but it was only used as a label in the hive. Every changeling worked together in the hive, and so nicknames were rarely used or heard. It was one of their first lessons. "Alone we are weak, but together we are strong." It rang out in his head. "Excuse me...?"

He looked to her, realizing he spoke aloud the code of the swarm. "I... had a name in the swarm, if you could call it that. My 'name' is Iron Shell." It felt strange, yet comforting hearing his nickname again. "Well, Iron Shell, It's very nice to meet you." She smiled, and he tried to imitate it, smiling the best he could, but in the end it looked like he was just barring his teeth. For the next few hours they told each other of their opposite worlds. How she cared for the many woodland creatures and when else he'd been in Ponyille.

But it felt so alien. Everything he was taught was being defied with every word to this pony. Don't talk to ponies, don't help ponies, and so on. "So, you were there when Discord came back?" Shell nodded. "I can appreciate his enthusiasm, but it was his arrogance that led him to be turned to stone." Fluttershy cocked her head. "It sounds like you supported him." Shell shook his head. "Not support, respect. I just think I would have done things differently to ensure-"

They stopped when they saw the guard open the door. "Ma'am, its late, and if you don't leave now you won't make it to Ponyville before dark. We have a chariot waiting outside." Fluttershy stood. "Well it was nice meeting you, Shell." He nodded, and watched as the door shut behind her. He walked over the bed, and kicked the bed's leg, sighing. "If I stay here another day, I'm gonna start caring about these ponies..." He smirked at the thought. He slid under the covers, careful to avoid any undue pain to his wing, and with a spark from his horn the candles on the far desk were snuffed out and he sank beneath his covers to sleep.

The Welcome Wagon

Shell lied on his bed, unable to sleep as the moon rose higher into the starry sky. "These ponies... how can I fight them? They had done nothing wrong beyond defending themselves..." They told him that ponies weren't worth more than the emotions they so casually used. "They... No. Her. The queen." She filled his head with these feelings of disgust. But could everything he knew... be wrong? "No. One pony doesn't change them all. She's a runt in the litter. An outcast. An outcast..."

He sighed and threw off the covers, and walked out to the balcony. He heard the nye silent flap of wings, and looked up to see the Princess of the night, Luna, descending towards him. "Most of our subjects are asleep at this hour, but not thou. Why?" He backed up as she landed on the balcony.

"That isn't your business to know..."

The tall blue mare smiled and surprised him with her simple reply. "A fair enough answer. I do hope i'm not intruding then?" He shook his head, and leaned on the railing to look over the Canterlot castle courtyard. "Other than our royal guards, we haven't many to speak with. Few of our subjects employ the services of the night court. What is thy name, night prowler?" She sat down next to him, and he tensed a bit.

"My name is Iron Shell. Don't get used to it. I won't be here long."

Luna simply turned to the moon. "A shame, Iron Shell. But thy heart seems to differ on thy teachings. Tell us, how hast thy queen fared these many moons? We dare say it has been to long since We've held an audience with her." Shell turned to her with surprise.

"You know the queen?"

She smiled and tapped his snout with her hoof. "Of course. But it has been more then a millennia since we've enjoyed each other's company. Not since the beginning of the feud of our races, We should think. But now we must depart to survey the night, and thou should at least attempt some rest. With the castle in its current state, Thou willst have a busy day on the morrow."

With that, Luna stepped off the balcony and spread her large wings before swooping down and out of sight. Shell stepped back inside, and lied in his bed with a sigh. He pulled the covers over his head and slowly drifted to sleep. The next morning, he woke to the sound of the door opening. He sat up as a tray was put on his bed carrying a sandwich of hay and daisies. Before he could comment the guard left and shut the door behind him. He looked down to the sandwich, his stomach churning. He lifted it, and took a small bite, before spitting it out.

Disgusting. Had these ponies learned nothing from the invasion? Had they any idea why they were there? He needed love or compassion, even joy would do. But this... He picked up the tray, and carried it out to the balcony. He looked down to see the gardens of the castle. He dumped the tray, and watched as it landed behind a large bush. He set the tray by the door, and sat on his bed.

He extended his wings, and felt a sting of pain in his right wing. He sighed. "You just had to injure your wing..." He growled at himself. Restricting anything with wings to the ground was torture enough. But making escape so easy to achieve, yet just out of reach? The princesses truly were cruel, just as his queen had told him. He paced the room, the many noises of Canterlot flowing in through his window. It was going to be a long day.

====================

Shell had spent much of the day looking over Canterlot, remembering the swarms of his brethren as they stormed the streets and terrorized the high class ponies. In every building's shadow or manhole he would see blue eyes or hear the buzz of wings, but further study proved it was only his imagination. He sat back in the chair by the desk beside the door, and saw a quill and ink pot. He grabbed the quill, and placed the the tip on his snout. Leaning back, and after several failed attempts, he'd succeeded in balancing the sharply tipped feather on his snout. He lost his balance and tipped back, hitting the back of his head on the foot of his bed when a bubbly pink mare bounced through the door in a cloud of confetti. As he sat up he saw a chest on four wheels roll in behind her and open to reveal waving flags, trumpets, a miniature oven and a large bronze cannon. The pink mare bounced around the room, playing bugle horns and drums as she sang:

"Welcome, welcome, welcome! A fine welcome to you!"

Shell watched as the pony danced and bounced around the room. His expression was shared by the guard outside peeking in through the eye hole of the door. The pink pony slapped a tall black hat over his head and continued with her song:

"Welcome, welcome, welcome! I say how do you do!"

She took out a large bugle horn and blew it in his ear, the horn going into one of his ears and out the other. Before he could wonder how she did it, though, she was circling the room with a large bass drum, the pounding making his sensitive ears flatten as she sang another verse:

"Welcome, welcome, welcome! I say hip hip hooray!"

When he removed the hat, Shell saw the pony dancing back towards the wheeled, flag waving music box, finishing with a power slide and singing:

"Welcome, welcome, welcome to Ponyville todaaaaaay!"

Her face stopped mere inches from his, and she smiled. "Wait for it..." With a loud bang, confetti shot from the bronze cannon and the miniature oven dinged, opening to reveal a yellow and pink cake displaying the words 'Welcome to Ponyville Canterlot.' She bounced to her feet and helped Shell up. "Hya! I'm Pinkie Pie! I came by to say hi because we didn't talk at ALL yesterday! And if we didn't talk that means I don't know you and that means you must be new because I know EVERY pony in Ponyville and you were in Ponyville when Applejack and Rainbow Dash and Twilight and Fluttershy found you which is why the cake said Ponyville but I had to change it super quick to Canterlot because you were taken here before I could-"

Shell placed a hoof over her mouth. The words came out of the pink mare's mouth so fast he wondered how long she could speak on a single breath. "Um... Hello... Pinkie Pie." He removed his hoof and she looked on with a wide smile. "Oh, my name's, uh, Iron Shell." She must have been the element of laughter.

"Soooooo, I guess we can't really throw you a big 'welcome to Ponyville Pinkie Pie' party. But that's okay! You can still eat your cake! I made it myself! There's nothing like a Sugar Cube Corner banana bread cake to cheer you up!" She set a small circular cake on the desk, pushing aside several quills and bottles. Shell poked at the cake with a fork, wondering whether it had some truth serum or was set to blow. Pinkie giggled. "You eat it, silly filly!" Shell scooped a small bite from the cake with the fork, and reluctantly put it in his mouth. His eyes widened, and he smiled without realizing. "See? I told you it was good!" Shell regained his composure and slightly nodded, shoveling another bite of cake in his mouth. Pinkie set a rectangular paper wrapped present on the bed, and hooked herself up to the 'welcome wagon'. "Well, it was good to meet you, friend!" Shell stopped eating when she said the last word. Pinkie trotted out, and the door shut behind the wagon.

"Friend." He repeated. He had a friend? Not a comrade, not an underling, but a friend. He allowed a small smile to cross his lips, but he quickly stopped and growled. "As if. That soft shell was just playing with my head." He finished the last few bites of his cake, and set the plate atop the tray of his 'breakfast'. He sat back, and glanced over toward the bed. He stood and investigated the parcel. Unwrapping the rectangular package, he saw an old book with an old brown leather cover. Across the front read, "Equestrian Nursery Rhymes. Written by Star Bright, head scholar for the Canterlot Preservation Society." Flipping to the preview page, he saw a written note:

'To my new friend,

This book helped me through thick and thin. And think it'll do the same for you. Just don't go searching for any of the rhymes you read in here, okay?

- Pinkie Pie and Twilight Sparkle'

Shell flipped through the aged yellow book, and found a nursery rhyme that drew his attention. "The legend of the Mirror Pond..." He moved out to the balcony, and sat in a lounger in the sun, reading intently.

====================

Shell lifted another sheet of paper with magic, folded it into an origami pegasus, and tossed it off the balcony. After reading through the nursery rhyme book, he needed something to occupy his idle hooves. But the origami pegasus stopped mid flight, and floated past him, covered by a purple aura. "Where did you learn to do that?" He heard a voice behind him. He turned to see a purple unicorn holding the paper craft. She had a dark purple mane with a pink streak and a saddle bag containing what appeared to be quills and parchment.

"Not many ponies can sneak up on a changeling. Why are you here?"

"One of these landed at my window sill, and from the wind and angle I knew it could only have flown from Canterlot. Specifically the western tower. But I don't know any ponies who are good at origami. How did you learn to do this?" Shell pointed to an origami instructional book he had checked out. "Oh, you requested those books?" He nodded.

"Did you think me a monster at first sight? I do educate myself when I can."

She looked around the room, seeing confetti covering every piece of furniture, and then back to him. "It looks like Pinkie Pie's been through here."

"It was quite a spectacle."

"Well... I apologize for yesterday's rough treatment. My name is Twilight Sparkle." She spoke with confidence.

"I've read about you in the newspapers the guards sent me earlier. Defeating an Ursa is quite a feat."

"Oh, that. It was only an Ursa Minor." She was very humble for a Canterlot pony. He relaxed a bit.

"My name is Iron Shell. Was there something you needed, Twilight Sparkle?"

"Well, I wanted to ask you a few questions and maybe take some notes. It's such a rare occasion to speak with a changeling and-"

He stopped her with a chuckle. "I was wondering what your angle was. The apprentice of Celestia and bearer of the element of magic wants to study me as you would any en-caged creature." She reared back.

"Shell, I don't mean it like that. Knowledge could lead to a better understanding, maybe even a truce between our races. Don't you want that?"

He sighed, lowering his gaze. "Sorry. I can't say i'm in the best of moods after a day of solitary confinement. Go ahead and do what you need to, Twilight Sparkle." He watched as she began looking him over, a quill and paper constantly writing. She flashed a light in his eyes and ears like a doctor.

"Hmm... There seems to be a pupil but it's a lighter color, most likely an adaption to living in caves..."

He rolled his eyes. "They're not caves, they're tunnels. Like an ant hill."

He watched her scratch the back of her head. The quill scratched a few words out. "Sorry. Can you open your mouth?" He did, and she inspected his teeth. "Hmm... there are only three molars on the side of each fang, along with teeth between the fangs to signify a herbivorous diet. But the fangs promote the possibility of eating meat..." He grumbled. She looked over his holed hooves, as he commented.

"We are capable of eating either, but we gain a fraction of the nutrients."

She nodded, and continued her study. "What's this yellow-green crust over your shell?"

"It's a goo we produce that seals and mends our shells. We can also use it to create cocoons."

"Cocoons...?"

"How do you think we hide you ponies when we impersonate you?"

Twilight opened her mouth to comment, but shrugged and wrote down several more notes. "Your ribs stick out as if you're malnourished. Is this from a lack of food, or do you look like this regardless?"

"I can't say, but every changeling I know has looked like this."

She scribbled down on her paper, and paused. She bit her lip, a look of reluctance growing on her face. At last she spoke out slowly, "What about magic?" He backed up in shock. He looked to the door, and lit his horn. A green transparent screen coated the door, then disappeared.

"That's to keep others from eavesdropping. Twilight, it would be the highest of treasons among the hive to reveal our secrets. Even you would have difficulty changing your form." He thought for a few seconds. "Twilight, the only reason I'm even considering this is because of your element. Twilight... if I teach you, will you pinkie pie promise never to tell anyling?"

She raised an eyebrow. "How... do you know about the pinkie pie promise?"

"I've... been in Ponyville before. But that's another story. Do you pinkie promise?"

To his relief she left his explanation alone. "I promise. Cross my heart and hope to fly, stick a cupcake in my eye."

He smiled. "Thank you. Now the first thing to know about changeling magic is how we use telepathy..." And so he began to tutor Twilight in the many forms of magic, from hypnosis and telepathy, which to his surprise she mastered quickly. He taught her about the stance required to change and full bodily spread of magic. "So, you place your feet a shoulder length's apart, and bend your knees slightly, like so. You charge your spell, and..." Finally when he tried to demonstrate, an invisible blow slammed into his temples, making him collapse with pain. As his vision cleared, he sat up against the wall to see Twilight putting a wet rag to his forehead.

"Are you okay? You blacked out and ran a fever. You've got some nasty cracks on your temples, though. Do you want me to-" He shook his head, feeling her caring emotions emanate from her touch. He lifted his hooves to his temples, feeling slight jagged cracks slightly oozing with a pale green blood. He spat a green slime onto his hooves, and coated the cracks with the substance. Twilight recoiled, and he caught her staring. "Are you sure that's sanitary?" He cackled slightly.

"Trust me, Twilight. We changelings don't need bandages and kisses for our wounds. Now-"

"Twilight, don't get to close! It might hurt itself more!"

He heard a laughing voice, and turned to the balcony to see Rainbow Dash sitting on a cloud. He growled.

"Loyalty..."

Generosity

"Oh, hello Rainbow Dash."

"I'm surprised it's getting a first class room!" She said, flying in and landing on the bed.

Shell gritted his teeth. "It?" He muttered under his breath. He calmed himself, and smiled. "Rainbow Dash, was it? Fastest pony in Ponyville, and winner of the best young flyer competition?" He knew about her even without the books. Everyling knew about the famous Sonic Rainboom.

"Yep! The one and only!"

Shell smiled. If he was gonna put up with this pony, he might as well have some fun ruffling her feathers. "Funny, You don't look so fast to me." Rainbow's grin vanished.

"Take that back! I could fly circles around you!"

"Oh, i'm sorry. Did I strike a nerve, Rainbow Crash?"

Rainbow growled, and shoved Shell against the wall with her front hooves. He cringed as his wing throbbed, and kicked Rainbow Dash into the bed frame. Twilight stomped between them. "Enough! We won't get anywhere by fighting!" Rainbow simply glared before flying off. "Want some advice? Don't make fun of her. She has a bit of an 'I never lose' mentality." Shell nodded. Twilight placed her things in her saddle bag, and stared at Shell for a while. The silence was broken by a knock on the door. The door opened and a posh white coated mare strode in.

"Ahh, there you are darling. We really must be going. Don't want to be late now, do we?"

"Rarity, I really don't think I need a spa treatment. Especially while i'm working with somepony."

Rarity turned towards Shell and looked him over. He saw many expressions flash through her eyes. First fear, then repulsion, curiosity, then finally a spark of inspiration twinkled in her eyes. "I have just the idea, Twilight! Even a changeling must look his best, right? So why not have it along to join us?" Twilight raised an eyebrow, and turned to Shell.

"Well? Do you want to go to the spa?"

Shell sighed and shrugged. "I guess it couldn't be worse than staying here all afternoon."

Rarity smiled. "There we go darling! You'll be a whole new you in no time!"

Shell grumbled as he walked behind Rarity and Twilight through Ponyville. A royal guard walked on either side of him, and every time he spoke up one would shush him. The limping guard walked next to him, and he wondered if he'd been personally assigned to watch him. The gold chains around his hooves clinked as he walked, binding his front and hind legs together. A gold inhibitor ring sat over his horn, draining his magic and dulling his acute hearing and sight. Many ponies looked with confusion as they trotted towards the spa, and a few even laughed. One of these being Rainbow Dash. They reached the spa and slowly and carefully the guards removed the chains. When he was free, Shell glanced around, seeing an open alley across the street with a manhole. If he was fast enough, he might be able to make it before the guards had a chance to give chase.

"Darling, aren't you coming?" Rarity questioned. He turned back and looked to Twilight. Their eyes met and Shell kicked the ground.

"Yeah, i'm coming."

Shell followed the high class mares in, and the pony at the counter shrieked and jumped under the wooden desk. Twilight bit her lip, and Rarity tapped her hoof along the counter. "Excuse me, we have an appointment now. And we need an emergency full make over for our... friend here!" The mare looked up slowly from her desk and looked over the green eyed changeling. She collected herself as best as she could, and walked out from behind the counter.

"O-of course, Miss Rarity. Right this way."

Shell followed the three mares down the hall, a smell of incense thick in the air. He inhaled, and sighed. The smell of Juniper and dragon's blood reminded him of his weeks spent disguised as an herbalist in Hollow Shades. Back when changelings where an old mare's tale to keep fillies in line. As Twilight turned into a steam filled room, Shell went to follow, but was stopped by a blue furred unicorn.

"Stop! This is the mare's room! You'll need to go to the stallion section. You are a stallion, right?"

She was a light blue unicorn with a white mane and dark blue highlights. Her cutie mark was that of an hourglass. Shell cocked his head. They divided their genders? But how did this help them? There was no unity to learn from. He shrugged, nodded, and followed the unusually chipper mare down the hall. "Ponies are definitely strange creatures..." He thought. The unicorn trotted happily, and turned to Shell.

"So we'll start with a good mane wash, and then i'm thinking a bit of wax to polish your shell! Wow, this is so neat! I'v never worked with a changeling before!" Shell raised an eyebrow. He wasn't that dirty, was it? He gave a quick sniff to his shelled front leg, and realized his own scent was very pungent compared to the incense in the room. He observed the blue pony. Her mood was... different, to say the least. There was no fear, only pep and enthusiasm. It was actually a refreshing change from the other ponies he'd met so far. They reached a room with a large sink littered with bottles of shampoo and other odd medicines.

"My name is Colgate. Please sit in the chair, sweetie!" She chimed. Shell's eye twitched at the nick name. He blew it off and sat in the chair, leaning back and allowing his finned mane to droop into the sink. Colgate smiled and noticed the inhibitor ring over his horn. "Oh, dear, I can't work with that thing on your horn! May I remove it?" She asked sympathetically.

"Really? Just like that you'll take it off?"

"Of course, sweetie! You really need to loosen up. Your tension's thick enough to cut with a knife." She pulled the ring off of his horn with a bit of magic of her own, and set it on the sink. Shell felt his magic return to him in a rush of energy. He suddenly felt more awake, and his senses sharpened. "Better?" Colgate asked with a smile. He nodded, and Colgate began opening shampoo bottles and filling the sink with warm water.

"I guess you could say i'm not used to this kind of thing."

Colgate giggled. "Clearly. Such an elegant chrome shell must be taken care of." She began to shampoo his fin-like mane, humming to herself. "So, dear, what brings you to Ponyville?" There was silence for a while, and Shell sighed.

"I crashed here after the whole wedding fiasco."

Colgate perked up. "You were at the wedding?"

"Err... Well... yes I was."

Instead of hate as he had come to expect, Colgate seemed fascinated by Shell's story. "Wow, you're so lucky! Even with the whole invasion, I would have killed to see the wedding." Colgate rinsed his mane, and dried it with a towel. "Can you lie down?" Shell nodded and lied down as Colgate began to apply pressure to his back with her hooves. He tuned her out as Colgate massaged him and somehow got into the topic of dental hygiene. For once Shell felt relaxed as he forgot any of his troubles. The guards outside, the deep desire to escape, and his hunger, which had dulled because of Colgate's joy. "I know that look, sweetie! Somepony's relaxed!"

She had him stand, and she picked up an electric power waxer. "We usually use this for royal guard armor, but i'm sure they wont mind." She began waxing his shell, and he once again tuned out her description of which toothpaste was the best. As she went over his legs, they shined when dirt and grime he never really paid any mind to were wiped away. Once she finished he looked over his clean mane and glimmering shell. It wasn't a bad look for him. He smiled awkwardly towards Colgate. "Dear sweet Celestia!" He stopped, thinking he must have scared her. Did the fact that he was a changeling finally hit her? "You haven't brushed your teeth in a while, have you?" She said in a scolding tone. He perked up and his ears lowered.

"Um, I guess you could say I've neglected it..."

Colgate rubbed her chin with her hoof. "This won't do... I know just the thing!" She pulled a card out of the bag next to the sink, and handed it to him. "I run the Dentist's office in Ponyville. Drop by sometime!" Shell took the card, and raised an eyebrow.

"Wait, you're a spa hand, and a dentist?"

"Oh, i'm just a volunteer here. I come in and help out on my off days. Why?"

If your a dentist, than why is your cutie mark an hourglass?"

"It's a family tradition. Like the apple family with their apple cutie marks."

He nodded. "So, are we done?" Colgate nodded. "Yep! That'll do it! You really are lucky to have Rarity paying for you! She's always so generous. I wonder why?" Shell stiffened. Did the town's ponies not know about the elements of harmony? He smiled and hopped off the seat.

"Thanks, err, Colgate." Colgate nodded and opened the door. He stepped out and went back to the main room. Twilight and Rarity's eyes widened when they saw him.

"My dear, you look absolutely gorgeous!" Rarity waved a hoof.

Twilight smiled."It's definitely a good look for you."

Shell dug at the ground. "Err... Thanks." They walked out, and Shell saw the guards approach with the shackles. He sighed and looked around, waiting for them to put them on. But he gasped when he saw three fillies spiraling down from the sky on a hang glider. He dashed past the guards, and they roared, "Hey, bug, get back here!"

They chased after Shell as he galloped towards the falling fillies. He jumped and instinctively flared his wings to catch them. His wing stabbed with pain, but he ignored it and slid on his chest to catch the fillies before they hit the ground. He groaned and lifted the glider to see the three fillies unharmed. "Thanks miste- AAAAAGGGHHHH!!" The fillies screamed at the sight of him and galloped away. He stood and frowned.

"Hey..." He began, but was immediately tackled and chained by the guards. They fit a muzzle around his mouth and slipped the inhibitor ring back over his horn. He growled, thrashing and kicking. He calmed and glared at Twilight and Rarity as he passed them. "That's what happens when we try and help you ponies." A kick to his side pushed him on, and Rarity bit her lip.

"The dear didn't deserve that... Do you ever think the princess may be acting a bit to cautiously with Shell?" Rarity turned to Twilight, ears lowered. Twilight opened her mouth to speak, but frowned and only watched as Shell was carried off in the direction of Canterlot.

The Cover of Night

Shell was practically dragged through Canterlot as the stallions moved towards the castle. They trotted up the white marble stairs, and through the halls of the castle until they reached his room. They unlocked the door, and quickly tore off the shackles before shoving him in and locking the door again. Shell sat up against the bed, and pulled off his muzzle. He fumbled with the inhibitor ring on his horn, and sat back against the foot of the bed, exhausted. He stood and paced the room, muttering under his breath and gritting his teeth. Outside dark clouds seemed to build in the sky, and soon a heavy rain began to tap on his window, mocking how close escape was as night began.

He flexed his wing, and felt a jolt of pain. It was still sensitive, but from what he could tell, it was flight worthy. He looked out into the rainy night, and kicked at a leg of the bed, thoughts brewing in his head. Now was his only opportunity to escape. He tried being nice, he tried helping the ponies, now this was his only option. But even if he didn't suffer another migraine while changing, how would he disguise himself? He searched his memory for ponies he could change into.

The only pony that came to mind was... Rainbow Dash. He stood, looking towards the door, and pointed his horn. It glowed faintly, and a green pane of magic briefly covered the door before dissolving. "Now that I won't be heard..." He unraveled the bandage on his wing, and held it for a moment. For some reason he couldn't simply throw it away. He grabbed an over-the-shoulder bag and rolled up the bandage.

He placed it in, along with the book Pinkie and Twilight had given him. He sighed, and the bottoms of his hooves lit with green fire. A loud boom from a lightning bolt made him jump, knocking over the chair. He turned and screamed when he saw the chair alight with green fire. He pushed the doors of the balcony open and tossed the chair out onto the balcony. The rain slowly reduced the fire until it was extinguished. He sighed, and returned inside. He lit his hooves once more, concentrating on the image of his disguise.

Rainbow Dash sat in front of a window with crossed hooves, watching the rain ruin any chance of late practice. She let out a bored sigh and cocked her head when she looked towards the castle. She saw a green glinting light flare from the western tower's balcony and pulled a pair of binoculars from a drawer to see a black figure kicking the doors of the balcony open and tossing a burning chair out into the rain. The two neon green eyes of the shadow looked around quickly before returning inside. "What are you up to, bug..." Curious, she glided out into the rain, and shot towards the active balcony.

Shell gritted his teeth, fire traveling up his legs, leaving sky blue fur in place of his black shell. He hissed quietly as his chest fluffed up with fur and his wings plumed with feathers. He felt his head itch unbearably as his now rainbow mane extended down from his head and down his neck. He winced as his horn and fangs receded, and his tail drooped with fur. He opened his eyes, and looked over himself. He was surprised by how well it turned out. He still felt small fangs in his mouth, but other than that he looked exactly like Rainbow Dash.

He looked in a wall mirror, and still saw green changeling eyes staring back at him. He didn't need to change it; all he had to do was make it to the Everfree Forest. He nodded, finishing his self-inspection, and turned to the storm. He put the bag around his neck and over his front left leg, walked out onto the balcony, and gasped when he saw a rainbow blur approaching. Cursing his poor luck, he called forth his dormant magic and cloaked himself just as Rainbow Dash landed on the balcony. She looked over the chair, now singed, and walked into the room. Shell growled and ran in, pulling the light switch with his magic and pushing her towards the bed.

"Hey! Who's there?" Rainbow Dash turned to see a silhouetted pony dashing out onto the balcony. "Stop! Who're you?" Shell turned to her, and he saw a shadowed pegasus staring him down. A lightning bolt flashed in the sky, and for a split second they saw each other. "Shell!" She growled. He gasped, and slammed the doors shut as Rainbow jumped at him, and she collided with the glass.

He removed the sound barrier on the door, and flipped on the lights. Rainbow Dash fell back, and Shell turned to fly off, but stopped and glanced back at Rainbow Dash. He shot a quick puff of green fire at her, causing her eyes to fade to a pure green, her mane a dark grey and her coat black. He smiled and flew off, knowing the spell would disappear once he got out of range. He heard the distant sound of the guards hurrying into the room, and chuckled before flying off.

The guards burst in, and saw a black figure on the ground resembling Rainbow Dash. As she tried to stand, the guards ran at her. "ITS TRYING TO CHANGE! STOP IT!" They tackled Rainbow Dash, and put her in shackles as Shell's spell gave out, making her flash with green fire and return to normal. "It's changed! keep a close eye on it while I fetch the princess!" One guard said before dashing off. Before Rainbow could comment, the remaining guard gagged her mouth with a rag.

Shell flew slowly, trying not to strain his wing, and landed under an apple tree near a red barn. He felt a tad guilty for what he had done to Rainbow Dash, but if anyone deserved to see what he had to endure, it was her. Shell jumped when a filly's voice called out right behind him. "HEY RAINBOW DASH!" He quickly changed his eyes and cleared his throat. He turned to see three fillies he'd saved before. One in particular was a giddy orange filly.

"Oh, hey girls. Err... whats up?" The three fillies stepped closer.

"What'r yah doin' out here in the rain, Rainbow Dash?" The country filly asked.

"Well... I..." He began, when the orange filly interrupted.

"Apple Bloom, obviously she was practicing in the rain!"

"Why would anypony be flyin' in the rain Scootaloo?" Apple Bloom argued. Shell rolled his eyes.

"Say Rainbow Dash, how about you show us some of your new tricks?" Scootaloo asked.

"Well, I-"

He bit his lip, and Scootaloo cocked her head. "You okay, Rainbow Dash? You're acting kinda funny." Shell glanced around, when a southern voice saved him.

"Little fillies! Get inside! You'll catch a cold!" Applejack called from the door of the Apple's house.

"But AppleJack, Rainbow here was gonna show us some tricks!" Apple Bloom whined.

AppleJack squinted and perked up when she saw Shell, or as they all saw it, Rainbow Dash. "Rainbow Dash? I didn't figure y'all for practicin' on a rainy day." Shell collected his thoughts, trying to match Rainbow's mindset.

"Yeah well, thought i'd mix it up. I'm to cool to do the same thing all the time."

AppleJack rolled her eyes. "Well get in here, 'less y'all wanna catch a cold." Shell's eyes widened.

"Uh, I don't-"

He was interrupted when Scootaloo started pulling on his hoof. "Yeah! Come on Rainbow Dash! It'll be a blast with you spending the night!" Shell bit his lip, and sighed.

"Fine."

The fillies jumped with joy and ran towards the house, splashing through the many muddy puddles. "Might as well get in here, sugar cube." AppleJack motioned for Shell to come in, and he glided over and walked in.

"Thanks, AppleJack."

As Shell walked in, AppleJack raised an eyebrow. "Thanks? Since when did y'all get manners?" Shell ignored her as he thought Rainbow Dash would, and sighed with relief when AppleJack shrugged it off. He wiped his hooves on a floor mat, and observed the farm house. AppleJack tossed him a towel, and he went to catch it with magic, stopping just short of blowing his cover. It hit his face, and he grabbed it with his mouth.

"Y'all getting sick, Rainbow?"

Shell shook his head and began drying himself. "I'm fine." He said through the towel as he dried his mane, and AppleJack hesitantly left for the kitchen. Scootaloo hopped down the stairs, and stopped at eye level with Shell.

"Come on, Rainbow Dash! You can bunk with me!" Shell followed Scootaloo up the stairs to a bed room with two bunk beds, where on one was Sweetie Belle on bottom bunk and Apple Bloom on top. On the other Scootaloo rolled out her blanket on the bottom bunk, and didn't notice as a doll dropped from her saddle bag. Shell stepped over, and as soon as Scootaloo realized the doll was missing, she whirled around to see Shell holding it.

It was a poorly stitched pony doll, that to his surprise resembled Rainbow Dash. "Ah can't believe y'all still have that thing Scoots!" Apple Bloom mocked. Scootaloo's eyes were stuck on Shell and she was blushing nervously. Shell saw how nervous Scootaloo was, and looked towards Apple Bloom. For some reason, he felt he needed to defend Scootaloo.

"And what's wrong with having a doll, Apple Bloom?" Everypony's eyes widened, but none more than Scootaloo's. Shell smiled and handed the doll to Scootaloo. "I like it, Scoots. It's... Cool." Scootaloo beamed and hugged Shell.

"Thanks Rainbow Dash..." He felt a swell of love travel through the filly, energizing him.

"Eh-hem."

hey all turned to see AppleJack standing in the doorway. "If y'all are done, soups on!" The fillies quickly ran out of the room leaving AppleJack and Shell alone. "That... that was a nice thing y'all did, sugar cube. I don't know what's gotten into you..." Her face got closer to Shell's as she stared into Rainbow's eyes. "... But keep it up."

AppleJack slugged Shell's upper front leg, and walked downstairs. Shell rubbed his now aching arm, sighing. His ears twitched, and he closed his eyes to see AppleJack running at him, and his memory blacked out with two rear hooves hitting his face. as the memory filled his head, he smirked and rubbed his jaw, remembering the blow she'd dealt him at the wedding. For a soft shell, she sure could pack a wallop. "Applejack... the element of honesty." He shrugged off the memory and hurried downstairs.

Mission Briefing

Iron Shell sat with a stiff back as he picked at his food while Macintosh, Granny Smith, Applejack and the crusaders laughed and conversed over a dinner of an assortment of apple dishes. The tension in the air was suffocating from having to act as normal as possible (as normal as Rainbow Dash was) and keep a constant focus on his disguise magic. With half his concentration in his disguise and the other in his etiquette, he only responded to Scootaloo's many questions with a nod or shake of his head. He was shaken from his daze by something furry brushing his leg, and looked down to see a brown and white herding dog sniffing his leg. Nervous, he pushed it away. Apple Bloom saw this, and looked under the table. "Winona! Leave Rainbow Dash alone!"

Winona stepped out from under the table, growling at Rainbow Dash. "What's goin' on with Winona, Applejack? She never growled at anypony before." Shell watched Winona carefully, ready to jump out of his seat if the dog became violent.

"Girl, heel!" Applejack called to Winona. Winona stepped over to Applejack and put her head in Applejack's lap. "Sorry, sweat pea. Winona's usually nice to everypony." Shell nodded, silently sighing, and returned to his food. Filly foolin' dog was going to give him away.

Once everypony had finished, the fillies got into their pajamas. Apple Bloom's was, expectantly, red with a dotted green apple pattern. Sweetie Belle shifted uncomfortably in her light violet silk sleep garment, and Scootaloo's was the most surprising to Shell. It was a sky blue color, dotted with patches of different cutie marks, from Twilight's to Luna's, Applejack's to Vinyl Scratch's, and directly over Scootaloo's flank sat Rainbow Dash's cloud and rain-bolt.

====================

The night stretched on as the fillies spent hours playing video games like 'Daring Do's Daring Adventures' and one that Shell thought pointless, 'Wolf Puncher 2'. After that they spent another hour or so styling each others manes, and turned to him with hair ties and other mane products. He groaned, almost wishing he as back at the castle. Then he thought back on Rainbow Dash's position, and chuckled to himself. He could do this. It was just a sleep over, right? When Applejack stepped in, she had to cover her mouth with her hoof to avoid bursting into laughter at the sight of the three fillies wrestling to keep hair pins and rollers in Rainbow Dash's rainbow mane, their victim looking to her with pleading eyes.

Once Applejack settled her laughing fits into occasional giggles, she removed the styling tools from Rainbow Dash's hair and began to tuck in the fillies, starting with Sweetie Belle. "Hehe, alright girls, time to hit the hay." She said as she allowed Apple Bloom to hop on her back and into her elevated bed. Sweetie Belle sat up in her bed, a look of curiosity in her eyes. "But how are we supposed to hit the hay when it's raining outside?" She asked, displaying her youthful ignorance. Scootaloo and Apple Bloom slapped their hooves to their faces and groaned simultaneously, while Applejack smiled and dismissed the filly's question.

Applejack finished tucking in Scootaloo, and nodded to to Rainbow Dash. He stretched and yawned with exhaustion, the day behind him, and flew up into bed as the door shut behind Applejack. The room was now pitch black, save for the faint moon light emanating from the window, and for a moment Shell felt like he was back at the hive. But upon his hooves touching the mattress he felt a jolt of pain course through his back. His disguise flickered for a moment, and his first thought was that he hoped they didn't see him change. He dropped face first into the plush pillow, his legs shaking violently and his eyes filling with tears.

"Rainbow Dash, are you hurt?"

Shell wiped his tears on the pillow and turned to see Scootaloo dangling over the side of the bed, her small wings fluttering to help support her. Managing a smile, Shell turned away from her. "I'm fine. I hurt my wing earlier. It's nothing Scoot." He waited, and soon heard the bed below him creak as Scootaloo returned to her covers. Shell slowed his breathing, his back numb and a tingling still running through his legs. He expected his wing to be sensitive, but if a fit like that happened again, he might blow his cover.

He sighed and closed his eyes, listening to the sounds of the dark house. The soft snores of the fillies and noise of crickets outside were the only noise in the dark room. He nodded slowly. Tomorrow he would leave Ponyville and return to the hive, where his swarm mates would welcome him with open arms. He gasped when he felt his head throb, and a voice called out to him.

"Iron Shell. We were beginning to wonder whether you were alive or not."

He held his head. Changelings often sent these messages when looking for another. He concentrated, responding, "This is Iron Shell. Who is this? Are you near by?" He waited for a response, but only an empty void echoed in his mind. He held his breath when a message came through. A raspy laugh resounded in his head. He felt a chill run down his spine as the changeling's voice spoke out.

"Our princess has ordered all changelings back to the hive. Have you not received her message?" Shell felt another presence, as if someling were spectating the debate. Ignoring it, he replied,

"I've received nothing. My days have been spent as a captive in the castle of Canterlot."

There was another long silence. He could still feel the spectator as if it made no attempt to hide itself. The changeling hissed with frustration. "The pitiful goddesses Luna and Celestia have taken greater measures to disrupt changeling magic than we thought, then." Shell furrowed his brow. Then how did he escape under his disguise? Shell felt the unknown presence pushing, as if it wanted to speak but was unable to form the words.

The changeling made another hiss, finally acknowledging the mystery spectator. "There is another presence, and it is not of us. We must be brief. Along the Everfree lies a cottage. Go there during the days darkest, while the princesses are preoccupied, and replace the pony in residence. We will meet you there at tomorrow's dawn." Shell opened his eyes with a calm expression when the link faded from his mind as if it were never there.

He remembered the unknown presence that made no effort to contact him. It was weak, almost alien feeling, and above all, close. He could only conclude it was a unicorn who had stumbled upon their conversation by accident. It had to be a pony of advanced magical knowledge, so it would only have heard hisses and growls. He just hoped it wasn't the unicorn he was thinking of.

Twilight Sparkle sat at her desk as the moon rose higher in the sky, reading her previously taken notes studiously, soaking in all she could. She blew her bangs out of her face, and sat back with a sigh. She suddenly gasped, hearing a mass of hisses and growls echoing in her head. From what she knew it was a changeling message as Shell had described. Was somepony trying to speak with Shell? She lit her horn, trying to decipher the buzzing, as beads of sweat formed on her forehead. She managed to translate several fragments.

"... Can... hear me? ... You near by...?"

She pushed harder, feeling a veil stretch at her efforts but ultimately holding her back. Through her persistent efforts a large fragment leaked out.

"...Everfree... cottage... Replace the pony... rendezvous... Iron Shell."

All at once the veil released and the message dispersed, making Twilight lose her balance and crash into a book shelf, showering her with heavy novels and biographies. She stuck her head out of the pile of books, and gasped. "Everfree... cottage... Fluttershy's in danger!" Spike walked halfway down the stairway, grumbling at Twilight's mess. "Spike, take a note." Twilight spoke with authority as she paced in a circle. Spike raised an eyebrow.

"Twilight, I don't think the princess will be up at this hour."

Twilight groaned. "Then send it to Princess Luna! This is to important to wait until morning!"

Spike grumbled and picked up a quill and scroll. "You promised no more late night pacing..." Twilight ignored him and recited her assumptions and what she heard from the message. Once Spike had finished writing, he blew on the scroll and incinerated it into a purple dust. It breezed out the window, and Twilight waited impatiently. "So, can we go to bed no-" Spike was interrupted by a burp that caused a swirl of purple mist to flow out, forming into a scroll sealed with a blue wax stamp.

Twilight quickly levitated it and broke the seal, rearing back. The only thing present on the parchment was:

'A chariot is en route to the library. We must see you straight away.

-Luna.'

Twilight reluctantly began packing her changeling notes and books, and turned to Spike. "Spike, I know it's late, but you're the only one I can trust right now to protect Fluttershy if something goes wrong." Spike saluted, and they heard the clopping of two stallions. "The chariot's here. I'll be back soon, Spike." They ran outside, rain dripping over them, and were greeted by a blue and black chariot, pulled by two barrel chested lunar stallions. Spike ran down the road towards Fluttershy's house, while Twilight stepped into the chariot. With a wisp of air, the stallions dashed before spreading their wings, and flew off into the night towards Canterlot.

Honesty

Twilight shook from the cold winds on the chariot as it passed another dark cloud. Twilight covered her face as another gust of night air buffeted her, and she shivered. The stallions piloting the chariot, however, paid it no mind as they kicked their hooves in unison with the flaps of their wings. As they passed over a large cloud, Canterlot came into view, the moon still young behind it, silhouetting the posh city. As the chariot descended for the castle courtyard, Twilight saw Luna approaching the landing sight with two more guards following her. One of these had a limp, though showed no sign of injury. As the chariot landed a gust of wind brushed passed the princess, unfazed by the chilly night air. Luna glanced over her with expressionless eyes, and Twilight put on the best smile she could and approached the princess of the night.

"Princess Luna, it's good to-"

Luna waved a hoof, cutting off Twilight's greeting. "we are afraid we haven't the time for pleasantries, Twilight Sparkle. When, pray tell, was the last time thou saw Rainbow Dash?" Luna began, walking back up the white marble steps to the castle. Twilight trotted up next to her, the two guards following, and shifted her saddle bags as she turned to look up to Luna.

"Earlier today, when she almost got into a fight with Iron Shell. Why, princess, is something wrong?"

Luna said nothing, but continued down the hall until they reached the doors of the grand hall of mosaics, as well as the throne room. The two lunar guards slowly opened the large doors, and Twilight was shocked to see Rainbow Dash in the cage used to originally hold shell in front of the throne. Her hooves were cuffed to the floor with chain, and her wings were tied tightly against her sides. As Twilight and Luna neared, Rainbow Dash sighed with relief. "Thank Celestia, Twilight! Tell these guys i'm the real Rainbow Dash!" Twilight opened her mouth to speak, but bit her lip and turned to Luna.

"What's going on, Princess?"

Luna began to pace around the cage, her eyes switching between rainbow dash and twilight. "Several hours ago, one guard watching the changeling Iron Shell's room came to us with the message that he had witnessed Iron Shell taking on the appearance of Rainbow Dash. Naturally we had to have thy guards take every precaution. Thou know thy friends better than anyone, and it is imperative that we know whether this truly is Rainbow Dash or not." Rainbow grunted and pulled at her cuffs.

"I am the real Rainbow Dash! That bug changed into me and flew out the window!"

Twilight trotted around Rainbow Dash, who's gaze followed the unicorn. "I don't feel any changeling spells."

Luna nodded. "Which is as it should be. The wards our sister and ourselves placed over the castle prevent any changeling magic from working within the castle grounds."

"Hmm... That explains why Shell got a migraine and passed out when he tried to change earlier." Luna looked down to her with a curious gaze, and she nervously smiled. "I mean, I wasn't trying to help him escape, I was trying to learn more about changelings. When Shell taught me about telepathy and hypnosis, we had no trouble though." Luna nodded.

"Our wards still allow telepathic communications when both communicating are behind castle walls. This way we and our sister could still speak at a distance. As for hypnosis, we have had our guards trained extensively to resist any mental attacks. But the others will soon be here, and once they've arrived we can begin."

Others? Princess, I don't-"

They both stopped when they heard the doors of the hall open, and Twilight looked passed to see Rarity, Applejack, Pinkie Pie, and Fluttershy.

"How in the hay..." Applejack started, staring at Rainbow Dash.

"Please, join us." Luna said, waving them forward.

After a brief explanation, Fluttershy was the first to approach Rainbow Dash. She inspected Rainbow's wing, and shook her head.

"Shell had a broken wing. If this were him, these binds would hurt Rainbow Dash a lot more."

Twilight agreed, remembering the medical care she'd administered, and nodded to Pinkie Pie. Pinkie bounded forward as Fluttershy stepped back and cowered when Luna looked to her. Pinkie peered into Dash's eyes for several minutes, leaning closer until she squinted her eyes. "Are you the REAL Rainbow Dash?" She asked, her stare burning into Rainbow Dash's eyes. Rainbow Dash slowly nodded. Pinkie's expression instantly brightened as she smiled. "Okey Dokey Lokey!" She said gleefully. Twilight rolled her eyes and nodded to Rarity, and she tapped a hoof to her chin.

"I think a question is in order to convince us that this is indeed our dear Rainbow Dash."

"Perfect! Ask me anything!"

Rarity nodded. "Very well. What is Rainbow Dash's biggest fear?" Rainbow's eyes widened. She bit her lip, and saw everypony staring at her, waiting an answer. She shrunk back, and slumped. "I... I can't say it!" Rainbow Dash covered her face, and Rarity smiled. "As I expected. The real Rainbow Dash would never swallow her pride enough to admit her fears." Rainbow raised her hooves from her eyes with surprise.

"I... Wait, what do you mean, pride?!"

Rarity smiled, and stepped back beside Twilight. "Wait, what is Rainbow Dash's fear?" Twilight asked. Rainbow Dash bit her lip, and looked to Rarity with pleading eyes. Rarity whispered into Twilight's ear, and Twilight perked up. "Really? That's..."

Luna spoke up. "Well, we've almost reached the end of our trials. All that remains now, is Applejack." She turned to Applejack, who was staring intently at Rainbow dash and muttering under her breath. "Applejack, have you some test for Rainbow Dash?" Applejack shook her head.

"I already know this is the real Rainbow Dash." Everypony looked at her with confusion.

"How do you know that?" Twilight asked.

Applejack gritted her teeth. "Because there's another Rainbow Dash sleeping in my house right now."

Shell gasped, trying to catch his breath. He had galloped halfway across the orchard once he saw Luna's Chariot leave with Applejack. He slumped against an apple tree, abandoning his disguise, and glanced over to see a single apple in a barrel next to him. He looked over at the apple, left behind on accident. Just like him. He picked it up, and rolled it over his hooves. Normally he would be jumping with joy at a new mission to accomplish for the glory of the hive. But all he could feel was paranoia and fear.

He spat at the ground. Now he knew why changelings didn't use emotions much. It became a bad habit to break. He huffed and stood. If his cover was blown, he might as well start the plan now. He stepped out from behind the tree to head to the cottage, and froze when he saw Scootaloo standing with her doll on her back. He let an involuntary gasp out.

"Scootaloo..." He spoke. She looked on with a mix of fear and confusion. Her legs shook and her eyes were wide, but she stood fast in his presence.

"You... you were Rainbow Dash this whole time..."

He expected her to run, to scream, but she simply stared at him. "Scootaloo... I didn't want all this..." He tried to explain.

Scootaloo growled. "You just wanted to build up my hopes and abandon me, you monster! Just like they did... so long ago..." Shell saw Scootaloo's anger turn to sadness, and Shell felt a knot form in his gut from the bitter taste.

"Scootaloo... Where are your parents...?"

He asked, stepping closer to her. She stepped back, tears welling up in her eyes. "I... they..." She jumped forward, and wrapped her hooves around Shell's neck, crying softly. "... They abandoned me!" Shell sat against a tree and cradled her as her sobs turned to sniffles. He felt a different emotion from her then. Shell tried to find a word to describe this new feeling.

"...Longing..." He mouthed, and looked down at Scootaloo. She peeked up at him.

"...They left me on a doorstep in a basket with no explanation..." She curled up against his chest, and rose with his chest as he sighed.

"Scootaloo, I did impersonate Rainbow dash. But what I said and did... I meant it all."

Scootaloo glanced back up, and wiped one of her eyes on her hoof with a sniffle. "Who are you...?" He had to relieve Scootaloo of these memories. He bent down, and tapped Scootaloo on the forehead with his horn. Under any other circumstances, he would hate himself for hypnotizing a youngling. But something about Scootaloo made him feel sympathy for her.

"My name is Iron Shell. Now it's time to go to sleep, Scootaloo." He watched his spell take effect as blue swirls spiraled in her pupils, and her eye lids drooped. She smiled, and cuddled up in his arms. "Good night... Shell..." She closed her eyes, and smiled as happy dreams replaced her memories. In a normal scenario, changelings did this to gather information, but Shell simply ran his hoof through her mane and allowed his own eyes to droop, and fell into a peaceful sleep.

"Raagh!" Applejack bucked the support on the bunk bed in frustration, splintering it. Everypony backed up as Applejack paced passed them, breathing heavily and slapping away a comforting hoof from Fluttershy. "We had the little varmint! He must'a ran when he saw the chariot!" Rainbow Dash growled, her anger almost as great as Applejack's.

"Well i'll stay up all night if I have to! It's not getting away while i'm around!"

Rainbow flared her wings, and Twilight sighed. "Alright, let's calm down. It hasn't been to long since he could have ran off. Applejack, search the orchard. Rainbow, do fly byes over Ponyville. Fluttershy, can you and Spike watch for Shell near your cottage? He'll have to head passed there to get to the Everfree Forest. Rarity, you and me will search through the town. Luna, do you think you could give us a bit more light?"

Luna smirked and flared her wings. The moon flashed, lighting up until it was a white orb in the sky. They all trotted out onto the front yard of the Apple house, and Luna approached her chariot. "We will return to Canterlot to inform our sister. Best of luck, Twilight Sparkle." Luna said as she boarded the chariot. Once the chariot took off, the ponies spread out in search of Shell.

Applejack trotted through the apple trees, inspecting every dark corner of the illuminated orchard. She stopped when she saw a figure sitting under a large tree with a bundle in it's arms. Applejack slowly approached, and froze when she saw Shell sleeping against the tree with Scootaloo sleeping in his arms. Both had blissful smiles on their faces as Applejack stepped around them. She inspected Scootaloo for injuries, but found nothing. Shell's eyelids twitched and slowly lifted, and Shell gasped when he saw Applejack sitting in front of him. "Applejack... I..."

Applejack rose to silence him, and looked down at Scootaloo. "Is she okay?"

Shell nodded. "She was recalling some bad memories, and I couldn't stand to see her like that, so I put her in a dream state. She'll dream happily until the spell is released."

Applejack put a hoof to Scootaloo's face. "Were they about her parents?" Shell slowly nodded. "She was dropped on Rainbow Dash's doorstep. Did she tell you that?" Shell cocked his head.

"Why Rainbow Dash?"

Applejack looked out to the moon. "Rainbow Dash is Scoots' cousin. And ever since she could walk and talk, Rainbow Dash became her world. She trusted and loved Rainbow Dash without question. But she never got over her parents leaving her." Applejack stood. "I know you'll be leaving soon. But don't you abandon her, yah hear? After what you've done, she'll expect y'all to be there for her. Rainbow Dash sure didn't. Arrogant pony darn near abandoned the poor thing."

Shell nodded. "None of this was supposed to happen... If I never landed in Ponyville. If I landed a little further away, everyling would of been better off."

"Even Scootaloo?"

He looked down at Scootaloo, and sighed. "Don't go worryin' about the past or the future. I've seen it really mess with some pony's heads." Shell sat up.

"I have to go. Can you take care of Scootaloo?" Applejack nodded and put Scootaloo on her back. "Have Twilight wake her up. When she comes to, tell her... tell her i'll always be near by." Applejack smiled. "You're alright, fer a changelin'." Shell nodded and smirked. "And you're alright too, for a pony." He shook her hoof briefly, and ran off in the direction of the Everfree Forest. Applejack adjusted her hat, made sure Scootaloo was secure, and walked back towards the Apple house.

Rendezvous

With Sweet Apple Acres behind him, Shell needed to find the cottage along the Everfree forest's boundaries and impersonate whoever lived there. He galloped around another tree, and slid to a halt when he heard voices ahead of him. He poked his head out of the cover of the thick oak trees, and saw two silhouettes outside of a small wooden cottage. Birdhouses draped from every tree branch and were settled on the overgrown grass roof. A small bridge arched over a small stream, and would serve as good cover to allow him to sneak undetected up to the pony and subdue her. He looked over the silhouettes and saw one a pony with a long mane that draped past it's shoulders and a tail that was so long it dragged on the ground as she walked. The other was of a smaller bipedal stature. A long mohawk of spines descended his head to his pointed tail, and from what Shell could guess, he was a baby earth dragon.

The mare's form seemed familiar, but from when or where he couldn't tell. He watched the pony enter the cottage, and the dragon stood guard outside. He gasped when he saw the dragon look over to his position. He must have seen his green eyes. He watched it near him, and slid behind a bush, ready to pounce the dragon once he fell from the sight of the cottage. He waited, his breath slowing and his ears catching the slight noises of water trickling down the nearby stream, the dirt and rocks shifting under his crouched body, and the chirping of crickets. He heard the bushes rustle as the dragon entered them, towards his position.

He dug his hooves into the ground, and the second the it entered his sight, he leaped forward. Tackling the dragon to the ground, he shot a quick green goo over it's mouth, preventing the dragon from speaking or using it's fire breath. Fear resonated from the dragon as it thrashed and Shell lowered his horn and touched the dragon's brow. Unlike before though, his hypnosis had no effect. He'd never tried it on a dragon, but never expected his spell to be completely useless. Resorting to his usual back up plan, he lifted the dragon up and, careful to avoid using his horn, headbutted the dragon. The dragon immediately quit thrashing and slipped into reluctant sleep.

He removed the goo covering his mouth, and placed the dragon on his back. He crawled to another tree, and looked out to see the lights in the house still extinguished, save for one window upstairs. He rolled out of the bush with the dragon held by his wings, and landed silently in the shallow stream. His wing twinged with a sharp pain as he folded his wings, but he quickly recovered and crept under the bridge. Peeking out, he saw the last light to go out on the second floor. "There... Just have to sneak inside..." He set the dragon down under the bridge on a small wooden pier, and climbed the bank of the stream and creeped up to the door. He checked the handle, and a click refused his entry. "Locked." He mouthed, and he clicked his horn into the key hole for a brief moment, lit off a pulse of green fire, and pulled out his horn. Trying the handle one more, the door slowly creaked open. He silently tip-hoofed in, and shut and locked the door behind him.

At the Apple house, Twilight looked over Scootaloo for any signs of injury, uttering an occasional spell and lighting her horn occasionaly. "A sleeping spell. Basic changeling hypnosis. I bet Shell regrets teaching me about changeling magic now." Twilight allowed a brief grin to show through her determined look, and looked over to Applejack, who sat across from her over the bed. Sweetie Belle and Apple Bloom sat beside her, concern filling their eyes. "She's not hurt. But Shell may have disguised himself as Scootaloo to get through Ponyville."

Applejack couldn't bear to lie, so instead of agreeing she simply brushed Scootaloo's mane out of her face and remained silent. They both heard a gust of wind, and turned to see Rainbow Dash swoop in and land next to Twilight. "Rarity just told me! Is she okay? Is she hurt?" Rainbow Dash looked over Scootaloo worriedly, and Twilight nodded.

"Scootaloo isn't hurt. But she is under a sleeping spell, put on by Shell."

Rainbow Dash shifted her gaze back and forth between Scootaloo's blissful smile and Twilight's studious examining eyes. "Yah can fix her, right Twilight?" Applejack finally spoke. Twilight smiled.

"Piece of cake."

"Ooh! What kind of cake? Chocolate cake, Carrot cake, Cupcake, Sponge cake, oh! Or how about cookie cake?"

Rainbow Dash focused on Scootaloo, muttering the occasional 'wake up, Scoots...', while Twilight and Applejack turned to see Rarity and Pinkie Pie stepping in the doorway. Twilight returned to her spell weaving while Rarity and Pinkie sat next to her, opposite Rainbow Dash. Twilight lit her horn one final time, and tapped it on Scootaloo's forehead. Scootaloo's eyes fluttered open, and she yawned.

"What... happened?"

She asked, staring up at a frantic Rainbow Dash. Before anyone could answer, Rainbow Dash hugged her tightly. "Oh Scootaloo, I was so-" She stopped and released Scootaloo. "-I mean, it's good to see you, Scoots." She lightly slugged Scootaloo on the arm, and Scootaloo looked around the room to see everypony smiling with relief. "So what now?" Rainbow Dash asked aloud. Everypony looked to Twilight.

"It's almost sunrise. Unless we want to watch Princess Celestia raise the sun, I suggest we call it a night. Luna has sent guards to patrol the Everfree Forest, so we won't miss anything."

They all reluctantly agreed, and left the room. Pinkie, Twilight and Rarity walked off towards town, while Rainbow Dash stayed behind, scanning the orchard intensely. Scootaloo stepped up to Applejack. "Applejack, about where you found me..." Applejack smiled and hugged her.

"He wanted me to tell y'all he'll always be watching over yah, Scootaloo. Now get on up to bed."

She smiled and sent Scootaloo inside as Macintosh stepped up next to Applejack and put a hoof around her. Rainbow Dash turned and looked at Applejack. "Applejack, I want to go check on Fluttershy. Something doesn't feel right. Can you come with me, Mac?" Big Mac nodded and looked down to Applejack.

"Be careful, Mac. Both of you."

Applejack nodded to them. Mac nodded and trotted up next to Rainbow Dash. Rainbow Dash glided up, and flew off towards Fluttershy's cottage, Big Mac running after her. Applejack leaned on the door frame, sighed, and shut the door behind her.

Shell crawled up each step with careful weightlessness as he ascended to the pony's bed room, his wings fluttering to make him float enough to prevent the aged wood from creaking under his hooves. He glanced over the bed, seeing the rising of the pony's chest as it slept. He crept up next to the pony's bed and grabbed it's shoulder. But he felt such a swirl of sadness and sympathy that he winced and let go. The pony stirred, and he quickly dropped to the floor. The pony shifted in it's sleep and lied still once more. Shell rose and again grabbed it's shoulder.

Slowly he turned the pony over and prepared his hypnosis. But as he lit his horn he saw a pink flowing mane cascade the mare's face. A scent of flowers emanated from her locks as Shell looked down in disbelief. "It can't be..." He thought as he pulled the mare's hair back. But sure enough, the pony he was assigned to impersonate, and the one pony he couldn't stand to hurt, lied before him. "Fluttershy." He said aloud. He stepped back, and his mind raced.

"She helped me when no-ling else would... But my orders... But she's the nicest pony I've ever met... But... but..." He bit his lip, and stepped up to Fluttershy. Lightning his horn once more with green fire, he sighed shakily and whispered as he lowered his horn. "I'm so sorry Fluttershy..." As his horn neared her forehead, her eyes slowly open and, as Shell tapped her forehead, they locked eyes. Fluttershy closed her eyes once more and a sweet smile curved her lips. Shell gritted his teeth and tears filled his eyes as he watched the hardest mission he'd ever performed take shape. He had to continue, else he would dwell on his task to much.

He saw a golden beam of sun light streak the wall, and turned to see the sun peaking over the horizon. From Fluttershy's cottage he could see Princess Celestia floating higher into the sky, the sun following. He looked back to Fluttershy and sighed. "The others will be here soon. I have to hide her. She doesn't have a basement or attic, so I might have t-" A sudden presence echoed in his mind.

"We will arrive shortly. Is the soft shell taken care of?"

The same voice from before echoed in his head. "She's under hypnosis, but there is no place to cocoon her." He heard an angered hiss that chilled his spine.

"Then take her outside. She will have to come with us."

Shell's jaw dropped. Then he felt that third presence again. So strongly this time, that communication was lost with the other changelings as the veil that cloaked their conversation shattered.

"SHELL!!"

He heard Twilight yell out with crying anger. He winced as the pressure of her presence pushed down on his shoulders. "Twilight, I hope you get here before we leave. You have to save Fluttershy. Chrysalis knows I can't." Shell cut the communications before she could retaliate, and hoisted Fluttershy onto his back.

This was bad, bad, bad! He didn't want Fluttershy involved! And now he was going to have to take her back to the hive, where they'd farm her for emotions for the rest of her life! His eyes teared up again as he carried Fluttershy down the stairs, a mix of sorrow and pain for his broken wing. He kicked the door open, breaking the lock, and hurried outside. He set Fluttershy down by a tree, and heard the sounds of wings and hooves approaching. He turned to see Rainbow Dash along with Big Macintosh racing toward the cottage. "Thank the Queen..."

As they saw him, he lit his horn and stood off with them. He wanted them to stop him, but he had orders, and he couldn't disobey them, no matter what he thought. Rainbow Dash growled and yelled, "I swear to Celestia, if you hurt Fluttershy, i'll-" She stopped when they all saw three lunar stallions spot them from their patrols and race towards them. They stopped in the between Shell and Rainbow Dash, looking between two. They laughed and turned to Rainbow Dash and Mac, their armor crumbling and their fur falling away to reveal a hard shell beneath. The one in the center stood a head taller than the other changelings, and wore a blue-gray armor over his chest and head.

His eyes and back shell were ruby red, and his back left leg appeared rough and gray as stone. Macintosh dug at the dirt, readying to charge, and Rainbow Dash growled, flaring her wings. The changelings lit their horns, and the two groups broke into a full gallop toward each other. The changelings launched fireballs at the ponies, grazing the tip of Rainbow's wing and skidding off Mac's shoulder. Mac rammed through the group, sending the two smaller changelings rolling back as Rainbow Dash collided with the armored commander and the two shot up into the sky. Mac stomped at a changeling, but it rolled to it's feet and jumped on his back. It sunk it's teeth into his shoulder, and Mac cringed and backed into a tree, crushing it forcing the changeling off. The other changeling shot a fireball that hit Mac on the flank, burning his leg. Mac growled and slumped, his legs shaking. He whirled around, kicking and ramming as the three exchanged blow after blow.

Rainbow Dash swooped around as the changeling commander shot after her, firing a barrage of fireballs that missed by mere inches. One grazed the mane on her neck, and she glanced back and growled. "Okay, not fair!" She shot forward, looped around a cloud, and rocketed at the commander with her hooves out and ready to collide into the changeling. But as she made contact, the changeling decoy flared up into green fire and disappeared, and the commander slammed down on Rainbow's back with his stone leg from above. It shot a green goo onto her wings, gluing them together, and grabbed her neck in it's mouth. It shot toward the ground, and pulled up inches from the dirt, letting Rainbow Dash crash into the ground. Rainbow slowly regained consciousness after a momentary black out, and felt a numb pain shooting up her leg when she attempted to stand.

A sharp ringing was all she could hear as Mac was tackled down and bitten repeatedly by the two changelings. Shell cringed as they sank their teeth into the stallion, and growled. He ran over and shoved the changelings off as one was about to bite at his neck. "Enough! He's to weak to move you parasprites!" The changelings grumbled and turned to see their commander land. He surveyed the defeated ponies and nodded.

"Good. Very good. Take the elements, leave the stallion." The two changelings looked on with clueless expressions. Shell shook his head, remembering how the intelligence of the hoof-soldiers was a bit lacking. The commander hissed. "The yellow and blue ones, you imbeciles. Grab them and let's go. The stallion will bleed out before we will return to the ruins. Let him die."

As the changelings grabbed Fluttershy and Rainbow Dash, the commander stood with them, barking orders. Shell dropped next to a heavily wounded Macintosh, and with a pink glow of his horn, closed up enough bites to stop him from bleeding out. Mac's ear twitched as he heard Shell shakily speak. "Dear Chrysalis, what have I done? Mac, please don't die. Your the only one who can warn Twilight. Please, don't die Mac..." Mac's eyes shakily opened, and he reached out to grip Shell's hoof with his own and nodded.

Shell placed a hoof on his shoulder and stood. He trotted over to the commander and saluted. He lit his horn, rose his hoof to it, lighting his hoof, and brought his hoof to the ground with a 'C' shaped streak of fire. The armored changeling looked over to Shell and laughed. "Well done, Iron shell! The Queen will want to here your story on how you single-handedly outsmarted the princesses and these intolerable soft shell element wielders. I knew you were to loyal to die."

'Do... we know each other, commander?"

"Ahh, you must still be suffering from the amnesia. I am Stone Leg! Captain of the Queen's royal guard and third in command of the changeling swarm!" The commander pronounced his title proudly, clearly showing off his superiority to the hoof-soldiers. The name struck a cord in Shell's mind, and he remembered seeing Stone Leg before he had his red eyes and shell. The commander's nickname, though very few called him by it, was Stone Leg. Shell never learned how the he got his crippling injury, but the last changeling that asked had nearly all of his teeth broken by a swift kick from his rock hard hoof. They pieced the poor sod's mouth back together, but ever since then the changelings had been terrified of Stone Leg.

Stone Leg carried Fluttershy on his back, despite Shell's objections that she wasn't worth the hall. He took it upon himself to carry Rainbow Dash, careful to avoid touching her broken front leg. He noticed Stone Leg stepped with a limp from his leg, and realized that stone Leg must have been the guard that always watched over him at the castle. Following the other changelings, he reluctantly entered the forest, the colorful town disappearing behind overgrown trees and grass.

Loyalty

Shell quieted his breath as he trailed behind his changeling comrades, led by their red eyed commander whose ruby color gave a blood red shine whenever a stray beam of sunlight poked through the canopy of vines and crossed them. Shell looked over to Fluttershy and saw her face was no longer blissfully grinning, but frowned with worried, twitching eyebrows. The presence of the other changelings must have been interfering with his hypnosis. With a dim flare from his horn, Fluttershy's frown lifted slightly. The two hoof-soldiers looked back to him, clearly angered that Shell had stopped their nightmare conjuring. He growled and they rolled their eyes back toward the path. He heard a low mumble from Rainbow Dash's head which lied over his shoulder.

He fell back a bit and whispered, "Stay quiet. They think you're out cold. I'm trying my best to keep you safe, Dash. But you have to trust me..." Rainbow Dash's un-blackened left eye fluttered slightly as she looked up to his face.

"...Where... Mac..."

She whispered through her raspy throat. Shell nodded. "He's alive. If everything goes right, Twilight should be following our trail." Rainbow Dash winced as her hoof dragged along the ground as Shell ascended a hill. Shell shifted his weight and the hoof once again dangled above the ground. "I need your help, Rainbow Dash. If things don't go as planned, you have to be able to get out of the hive with Fluttershy." Rainbow Dash tensed up.

"Fluttershy... too?"

Shell nodded. "I tried to convince them not to take her. They insisted." Shell saw Stone Leg glance back, and he straightened his posture, hoping Rainbow Dash closed her eyes. He looked ahead again, and Shell glanced down to Rainbow Dash. To his relief, her eyes were closed. In fact, when he nudged her with his snout, he found that she had returned to unconsciousness. "She must be in a lot of pain. I'll have to do something about her leg later..." He thought.

"Iron Shell!" He saw Stone Leg wave for him to come closer. He trotted up next to the tall changeling, and readjusted Rainbow Dash on his back. "I heard whispers. Is that one awake?" He nodded to Rainbow Dash.

"She was babbling nonsense in her sleep. Nothing more."

Stone Leg nodded and stopped, waving a hole filled leg over a clearing. "Alright, let's set up camp. It will be easier to travel at night. Iron Shell, watch the prisoners. You two, gather some vines to bind the soft shells." With a stomp of his stone cold hoof, everyling went to work, the changelings binding the ponies against a tree and Shell inspecting Rainbow Dash's injuries when ever possible. One changeling saw Rainbow Dash mumbling, and sprayed goo over her mouth to stop her.

====================

Once everyling had gone to sleep and been long into their dreams, Shell sat up and hurried over to Rainbow Dash. He peeled the green goo from her mouth, and she breathed heavily. Rainbow Dash glared at him, and spat on his face. Shell wiped it away and sighed. "I'm sorry Rainbow Dash. I'm trying my best to protect you two." Rainbow Dash looked to Fluttershy next to her, and Shell closer inspected Rainbow's wounds.

She was riddled with scrapes and burns, many of which were being constricted by vines and no doubt causing her great pain. Her right eye was dark and swollen shut, and her broken left leg lied under the vines. Shell gripped her upper leg, and Rainbow cringed as Shell pulled her hoof from the vines. "I want to help you Rainbow Dash. Just sit still." Rainbow reluctantly stopped struggling and breathed heavily from her nostrils as Shell held her arm out. He spat green goo on his hooves, and coated Rainbow's foreleg with the foul substance. Rainbow felt hot flashes poke at her leg as the goo hardened.

"This will make it heal faster. Just be careful with it."

Rainbow looked up from her leg, and sighed, her somber eyes turning to Shell's. "Why can't you let us go? Why do we have to go with you?" Shell scratched his head.

"I can't return to the hive with nothing. Not after being in Ponyville for so long. The queen would disown me."

Rainbow Dash growled. "To the moon with your queen! We're not a prize for you-"

Shell stomped the tree next to Rainbow Dash's head. She flinched, and saw Shell's green eyes glow and steam with magic. "Don't you insult our queen. Last time I checked your princess wasn't very handy in a fight." Rainbow growled and Shell covered her mouth. "Okay, okay... We can't be at each other's throats all the time. The only way you'll get home is if we... work together." Rainbow Dash sighed and nodded. Shell stood and returned to his bed of leaves and branches, and reluctantly slept as the sun rose higher into the sky.

Twilight raced down the road with Applejack, Rarity, Pinkie Pie and the cutie mark crusaders following. As they reached Fluttershy's cottage, they saw the grass scorched and the door broken open. Twilight heard a grumble from under the bridge and looked to see Spike asleep. Twilight pulled him out and shook him angrily. "SPIKE!" She yelled. Spike held his head, and Twilight gasped as she noticed a large bump on his forehead.

"Ow... What's going- Twilight! I saw him! And he grabbed me and hit me on the head and-" Spike stopped when Twilight hugged him.

"Thank Celestia you're alright..."

She set him on her back, and Spike leaned against her neck, groaning and rubbing his head. Twilight turned to Fluttershy's cottage, and Applejack was inspecting the broken door.

"Not very subtle, eh?"

Twilight leaned in and looked over the lock. "This was broken from the inside... Somepony must have been in a hurry." Everypony ran inside and searched through the house.

"She's gone!" Rarity gasped.

Pinkie walked downstairs, puzzled. "Say, where's Rainbow Dash and Ma-"

They heard Apple Bloom scream outside, and Applejack was the first to rush out the door and hop the creek to see the three fillies standing not ten feet from the blood stained grass surrounding Mac. Applejack took a step, tears streaming down her face, and broke into a full gallop towards Mac's limp body, her hat flying off and landing in the grass behind her. She slumped down next to him, and Apple Bloom followed. The other ponies stood by the cottage and watched while Applejack held mac's head and sobbed silently. Apple Bloom shook with shock, and Scootaloo stepped over and hugged her tightly as Apple Bloom began to weap.

Suddenly Mac's tail flicked against the ground, and a raspy inhale made his chest rise. Applejack gasped and watched as Mac opened his eyes widely and coughed, blood escaping his lips. "Mac...? A-Are yah okay? Dear Celestia, all this blood..." Mac slowly nodded, cleared his throat, and spit up another glob of blood.

"Y-Yeeup."

Apple Bloom gasped and laughed, tears still streaming down her cheek, and she smiled sincerely to Scootaloo. The two hugged again, and Scootaloo waved everypony over. Twilight muttered under her breath as she began to heal the third degree burns along his flank and the many bite marks that punctured his coat.

"Fluttershy... n' Rainbah Dash... Taken by..."

He coughed violently, and Twilight spoke out. "...Shell! I knew it. We-"

Mac waved a hoof and took a deep breath. "Not... Shell. He tried ta protect us. If not fer him, ah'd be a goner." Mac sat up with the help of Applejack, and wiped blood from his lip. "The... The lunar guards were actually changelin's. They attacked us n' carried off Fluttershy n' Rainbah Dash."

Twilight pondered his words. "But, where's Shell then?"

Mac looked to the Everfree forest. "He left with 'um. They mentioned ruins..." Twilight gasped.

"The castle of the royal pony sisters! We have to hurry! Applejack, can you come with me? I'll need the rest of you to keep any other changelings out of Ponyville!"

Applejack looked up to Mac's bruised face, and he nodded. "Ah... Ah'll be fine, l'il sis. Go. Twilight needs yah." She hugged him, and joined Twilight as they entered the forest.

Shell woke and stretched, his wing sore but stronger. His hoof pushed on something, and he heard something heavy tip and hit the ground. He looked over to see one of the changelings lying on the ground in a recoiling stance, as still as a statue. He rose, and stepped over to the frozen comrade. He was shocked to find that he was completely turned to stone. "Cockatrice!" Shell yelled, waking everyling else. Stone Leg jumped to his feet and limped over to the stone changeling.

"We don't have time for set backs!" He growled and heard something rustle in the bushes behind them. "Die, monster!!" He hissed. He whirled around and shot a red fire ball at the bush, sending it up in flames. The cockatrice jumped out, and stared down Stone Leg. Stone Leg lit his horn, and with a flash disappeared. He reappeared seconds later behind it and bucked it across the clearing. The cockatrice hit the ground, looked up to see Fluttershy, and cawed with fear before running off. Stone Leg grunted as he looked back to see a crack over his stone hoof.

"Commander, are you okay?" Shell asked.

"There is no sympathy in the hive, Iron Shell. Get those petty emotions out of your head and untie the prisoners. We move now." Shell looked over to his frozen comrade and pointed to him. "Leave him. I'll not waste the energy fixing the mistakes of a foolish hoof-soldier."

Shell reluctantly nodded and he and the remaining changeling untied Rainbow Dash and Fluttershy, and hoisted them up onto their backs. As they passed the stone changeling, Shell stopped and stood him back up. Shell bit his lip, looking over the clearing. "I hope it's enough for them to follow us..." He thought, before readjusting Rainbow Dash off his broken wing and following the others. He walked up next to Stone Leg, grimaced at his cracked leg, and with a deep breath spoke. "Is that what happened to your leg? You were attacked by a cockatrice?"

Stone Leg growled, barring his teeth and looking towards the ground, muttering to himself. He looked towards Shell and clicked his fangs together. "If it were anyling else asking... Okay. Fine. It was my first scouting mission. Before I was a commander. While we were crossing this forest, our platoon was attacked by a flock of cockatrice. Damn near turned our group of 20 to stone. Got 13 of us. But I stood my ground and managed to scare the beasts off. Almost got abandoned, because of my disability. But that's another story." He glanced back to Fluttershy and smiled. "Who would have imagined that the cockatrice would be afraid of the element of kindness, of all things?"

===============

Shell heard Rainbow's stomach growl as they approached a wide shallow river. Shell and the nameless hoof-soldier dropped next to the water and drank greedily. The commander meanwhile was repairing his cracked stone leg with magic.

"You're awful friendly with that blue one, Iron Shell."

The hoof-soldier smiled after he finished taking another gulp from the river. Shell looked back to Rainbow Dash who lied on the ground behind him. He knew she was awake, but if they knew, they'd be tormenting her. So what he said about her had to be rightly said, else she'd stop trusting him and their plan would fall apart. "I mean, you insist on carrying that soft shell, you're fixing her leg, and while we were asleep I could of sworn I heard you two talking."

Shell exhaled and turned away. "My reasons are my own."

The changeling chuckled. "Sympathy is an easy trap to fall into, Iron Shell. We all suffer it sooner or later. If you don't shape up, you might find your fate to be the same as that statue we left behind." Shell rolled his eyes. He had heard that all his life, and didn't need another lecture from a barely educated changeling nearly half his age. He pointed at Stone Leg, eager to change the subject.

"What's with him? I thought I was the only changeling with a color deficiency?"

The changeling reared back slightly. "YOU don't know? You must have hit your head pretty hard. Well, turns out the queen absorbed a bit of power from those shiny friendship stone holders while she was taking over that shiny soft-shell city."

"The elements of Harmony?" Shell corrected.

"Yeah, those. Any way, she put the magic stone energy into six of her best changelings. There were a few side effects though. For one, they began to feel emotions. Then they started to change colors. Old Stone Leg got the bit of energy from the 'Magic' stone. Now he's got an ego to match one of those soft shells from Canterlot." A small smile crossed Shell's lips. "So he's got Twilight's magic?" He thought.

"Who else did she do this to?" He asked the changeling.

"Well if memory serves, she gave the 'Kindness' stone energy to the senior egg caretaker. Egg Watcher, I think her name was. Ever since then she's been incredibly timid. There was also 'Honesty', who she gave to the head tunnel excavator, Drill Bug. Terrible accent, that one. Must have come from the soft shell who wore the hat. There's 'Generosity', who she gave to the lead food collector, Heart Breaker. A cruel one, that. Heard he once impersonated a youngling's mother for six months before taking the youngling back to the hive and imprisoning him. The queen even let him keep the filly as a pet. He's obsessed with gems though, practically addicted. And finally... ugh... 'Laughter'. The second the commanding foot-soldier, General Dagger Tooth, was given it, she was never the same. It was like the element made her more pony than changeling. She was bubbly and always bouncing around. Disgusting. She was removed from her position and the queen kept her digging tunnels to keep her seemingly endless energy from ruining our plans."

Shell nodded, surprised by all that had happened since the invasion, then stopped, his brow furrowing. "But that's only five. You said she did that to six changelings. Who's loyalty?"

The changeling cackled loudly. "You tell me, Iron Shell."

He patted Shell on the back, stinging his sensitive wing, and trotted away with Shell in a state of confusion and shock.