The Tale of Saving Grace

by Cold Spike

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Other, Changelings, Original Character, Slice of Life, Twilight Sparkle
Length: 21888

An Earth Pony Filly loves to go around and help others with her inventions. One day one of the Elements of Harmony discovers her talent and decides to get a bit too nosy. But Saving Grace has nothing to hide, right?

An Earth Pony Filly loves to go around and help others with her inventions. One day one of the Elements of Harmony discovers her talent and decides to get a bit too nosy. But the little filly Saving Grace has nothing to hide, right?

This is a story of self discovery, but it is also something a tad different.

Editor: skultech
Credit for Story Art Goes To: Playful Foxe (Previously known as Kyro King)

Note: This has nothing to do with religion, it is just a name.

Published 2013-02-10 03:30:02 UTC
Last updated 2013-08-01 20:46:52 UTC

Grace Through Town

The cutie mark, an essential part of all ponykind. Something you earn when a pony discovers what makes them special, what makes them tick and what makes them who they are. But a ponies mark does not define how they act, it is but a guideline for them to follow. A mark that might indicate you are good at magic doesn't mean you are good with manners. Being useful on an apple orchard has nothing to do with being honest and connecting with animals and nature does not necessarily mean you will be kind. No the cutie mark is nothing but a guideline, it is what makes you special, but it is only a sliver of a pony’s hidden potential. Personality is different.

A pony’s emotional responses and behaviors have almost nothing to do with their cutie mark. A mark can work for you or against what you are trying to achieve in life. A pony can choose to ignore his or her emotions, but a special talent is always there, always nagging at the back of your brain to keep pushing on to keep doing what you are good at, what you were born for. Some may choose to be casual with their gifts, but others choose to stand strong and be the best pony that they can be.

Saving Grace was one of these special ponies, she never let anything get her down. She faces every obstacle with a smile on her face and always follows through. But what sets her apart is her knack for getting into those problems. She is always offering help to those in the town of Ponyville. Why? Because it makes her happy, it fills her with a purpose and seeing others smile is always a plus. As a bonus she is often fed very well. Good manners and offering advice will do that for you.

It is on this faithful day in Ponyville that she finds herself offering help to one Vinyl Scratch, a unicorn pony who runs the local dance club. Vinyl was having trouble keeping her machine running while constantly having to re feed it her magic during songs. Grace already knew the solution to her problem, electricity.

"So kid, let me get this straight. You want to help design a new way to power my table here and you don't want anything in return?" Vinyl was now glaring down at the young filly. Grace was simply smiling away. Any hint of foul play was already thrown out the window when dealing with a young child, but her smile was making it difficult to be betrayed by. It was this very fact that made Vinyl paranoid, often times when something seems too good to be true, it is.

"Yep! You just seemed like you could use a little help and fixing up machines is my special talent after all!" Vinyl searched over and found the symbol she was referring to. Saving Grace had a peculiar cutie mark, a couple gears working in tandem. The eldest assumed this meant she was in fact good with machines, like she said. But it all just seemed so odd.

"Well...I could use some extra help, but are you sure you don't want anything in return?"

"Oh I'm positively sure! I have everything I need at home so I don't care about getting stuff, now let me just get to work here." The smile never wavered from her face, it reminded Vinyl of the time she met Pinkie Pie, only somehow more innocent, if that were possible. She let out a quiet sigh and happily relinquished her precious DJ Table to the young filly and waited.

Saving Grace immediately set to work, taking out various tools and tiny bags that she had brought with in her massive saddle bag. Vinyl was unable to see how such a tiny filly could carry such a large thing around, but so far she wasn't complaining. Grace looked over the machine and eventually found what she was looking for, the power supply. This one was meant to receive magical energies and distribute it to the table. She knew what the problem was, magic was not enough to power it. The table needed something more, it needed something powerful, it needed a natural element, such as an electrical charge.

In no time at all she had removed the power supply after powering down the table. It looked big, bulky and downright ugly. Tossing it aside without care she brought up a piece of technology that looked like a cross hybrid of the old power supply and something very advanced. It was her own creation, by accepting unicorn magic it could convert it to electricity and store it. Vinyl or any other unicorn could simply charge the power supply for a set amount of time and it would power on the table for hours without interruption. It could also be powered through a crank, something she was quite proud of. Earth ponies such as herself could power various devices, be it much slower than the average unicorn, but it was possible none the less.

With practiced skill she installed the new power supply and tested it herself. At first Vinyl was unimpressed with how long it remained charged, cranking power was only a fraction of what she could do. So Grace suggested she charged it with her own magic and sure enough not only did the table remain on and function, but the power output was through the roof. Ten minutes of charging would allow the table to remain stable and functional for at least one hour.

"Kid this is amazing!"

"Please call me Grace," she replied while bowing to the white colored unicorn.

"Grace I don't know how to thank ya, this will probably save my club. Certainly save me some hassle."

"Well, you’re very welcome, it was my pleasure!"

"No, I gotta at least give you some bits, Grace." Without waiting for a reply she had levitated a nice large bag of bits in front of her, but she respectfully declined.

"If you say so, tell you what though. You are welcome in my club any time free of charge on any night! How’s that sound?" This perked her up, she hated getting physical rewards, but friendship and being welcomed was another story.

"Sounds awesome! I'll see ya around, Vinyl!" They both waved and the little filly left the club to seek out another issue in the town.

Looking around she noticed quite a few happy stares and waves. She had helped at least half the town with various problems, but that also caused a little problem. She was happy that she helped so much, but now she worried that she might have overlooked a bit. Vinyl was the first 'popular' pony she had offered to help and it did not disappoint. She had always helped out whoever needed it, but she felt it was best to avoid those that stay above the social ladder. Mostly because those types of ponies usually didn't need help in the first place at least that is what their appearances told her. She wasn't dumb. She knew most of the town’s population. This means that she also knew that each and every one of the Representatives of the Elements of Harmony lived in Ponyville.

She was never sure if it was nerves or just common sense, but Saving Grace had never once even approached any of them. Today she decided to change things up so she chose to go off the beaten path. But which one should she try and help?

Twilight Sparkle was the first to come to mind, why? Because she was probably the most well-known pony in the entire town. But she doubted that the librarian would need help with any machine, nothing came to mind so for now she decided to pass.

Pinkie Pie was next. She knew that she was the town's most popular baker. But she never seemed to have trouble keeping up with the demand. She did however make a mental note to come back to that. An automatic baking machine, that was something she might be able to help with, later on.

Her next idea was in fact Fluttershy. She knew that not all tasks had to do with machines, but when someone asked her for help or when she offered it, it typically had to do with something complex. Feeding animals and helping tend to them was by no means complicated, but then another idea came to mind. YES! She would help Fluttershy. With a happy tune she began to hum, Saving Grace was on her way to Fluttershy's cottage.

It didn't take long to find it, everyone knew exactly where the Element of Kindness was located. Animals were all over the place, but not a single one consisted of a large yellow colored pegasus mare. She looked all over the place was, but was unable to locate her.

"Oh, hello little one!" Grace looked up in surprise and there in all her glory was the kind element floating just above her. She had to mentally scold herself for not looking in the air sooner.

"Oh hi! My name is Saving Grace, you are Fluttershy right?" She added with just a hint of nervousness.

"That I am, it's a pleasure to meet you, um, Grace. Is it okay if I call you Grace?" Grace couldn't help but giggle a bit, she was kind, perhaps a bit too kind!

"That is my nick name silly, so of course. I was wondering if you needed any help around your cottage." Fluttershy landed right next to her and tilted her head in confusion.

"Help? With what exactly?" No stranger to that question she rolled her eyes, but only slightly and spoke up.

"With anything really, I like to help others. I do it around town all the time and I was just wondering if maybe you needed some help with your animals? Or something else? I'm really good with making new machines, but I can't really think of one that might aid you...can you?"

"Oh, well, no not really. But I would be glad to accept some help, it is very kind of you to offer. Perhaps you could help me by feeding some of my birds? There are quite a bit of them." Fluttershy gestured around and sure enough there were tons of birds. More birds then Grace had ever seen in one place before.

"I would love to! Let's get to work!" The upbeat attitude and upfront emotions did not seem out of place. What threw Fluttershy off though, was her age. Why in all of Equestria did this random filly offer to help? She wasn't against it, not in the slightest, but usually fillies and colts her age do it for various reasons. Perhaps for a promised reward or to earn her cutie mark or even as a punishment. But Grace just showed up out of the blue and offered to help, with a smile no less. She put that all aside and played along. Halfway through the feeding, she decided to strike up a conversation, it was against her shy nature, but Grace was just a filly after all.

"So Grace, have you been living in town long?"

"Oh for a while now yes."

"It's just I don't think I have seen you around town before," she replied while trying to sound as casual as possible.

"Well I don't stay in town for too long, my home is a bit far away."

"Oh, where is that?" That question rocked her to her very core. She had no reason to lie to her, but the question felt odd.

"No one has ever asked me that before! But I live in the White Tail Woods!" She said with a smile.

"Really? Do you and your parents have a cottage there as well?"

"Oh, I don't live with my parents, no. And it's more of a campsite, but it's quite cozy." The smile still did not stop, Fluttershy's on the other hoof did.

"You, you live all by yourself out in the woods?!" The shock of what she just heard caused Fluttershy to drop her bag of seed.

"Not by myself silly, I live with Night Shade. Although quite shy he is a very wonderful friend. We help each other out and maintain our campsite. I have loads of inventions down there to help us." Grace began to help pick up the bird seeds. Fluttershy cracked a small smile, but still felt quite curious.

“Oh, I’m sorry Grace, you scared me for a moment. I thought you were on your own or something, a sweet filly such as yourself should never be living on her own. This Night Shade is a stallion I take it?”

“You could say that, acts more like a colt in my opinion, but I don’t know what I’d do without him!” Grace knew this was the truth, but also knew quite a bit more than she was letting on, she would never lie though if a question was asked of her, Saving Grace would usually do her best to let the truth out.

"Well at least you’re not living by yourself, that would be terrible. I'm sorry for freaking out there."

"It's fine, I guess you’re the first I have told about Night Shade and our site, oh well. Hey Fluttershy how many birds do you, well own?"

"Oh I don't own them, but if you mean take care of I would say at least over 100, why?"

"Well, we keep switching to different types of feed for all the different types of birds, it gives me an idea for a new invention!"

"Invention?"

"Yes, oh do you mind if I leave early? I need time to build it back at my campsite, I can come back tomorrow morning when it's ready."

"I don't mind at all sweetie, I'm not paying you after all. But, um... if you would like I could come and see your camp tomorrow and pick it up?"

For the first time in a long, long while Grace was taken aback. No one had ever asked her to come visit their campsite, let alone know about it. But she was having trouble coming up with any excuses as to why this might be bad. She had mostly nothing to hide after all, Night Shade might need to stay away, at least that's what she told herself. But for some reason having someone else come made her excited. "Sure, do you need directions?" Fluttershy nodded.

"Just head straight from your cottage and when you first enter the White Tail Woods you take a left, our campsite is pretty big, you can't miss it! See ya tomorrow, Fluttershy!" Saving Grace ran off waving.

"Bye." I wonder if any of my friends would like to come? I don't see why not, I just hope Grace won't mind. Also what kind of name is Night Shade? Fluttershy thought.

Meet Night Shade

"Night Shade, I'm back!" Saving Grace yelled out, knowing full well where exactly he was 'hiding' in their campsite.

Grace always cracked into an even bigger smile whenever she laid eyes on the site. It was their labor of love, something they built from the ground up when they both found each other one night. Two very large and very permanent out door tents would be the closest thing to their homes. Next to a quiet stream was a system of machines that would gather up just enough water to be used for a couple days in a large tank; the tank would then be super-heated or distilled.

In the center of the camp was one of her first real inventions, the outdoor heater. The machine was not a pretty sight, but when she was building it the notion of beauty was the last thing on her mind. It was tall and cylinder shaped, but inside it had all sorts of complex machinery that would be activated by a simple crank, no magic required. As long as you had some fire wood you could simply toss it inside, crank the machine and wait. In no time you could heat the entire campsite for hours on end, quite useful for when you have no magic to do the job for you.

"Hey, Grace. What's up?" said a rather scrawny sounding voice.

"Oh not much. How did the practice go?" Out of all the living beings in all of Equestria, it was Night Shade that could make her emotions change. She almost always had a smile on her face around Ponyville, but for Night Shade anything was possible. She would frown, get angry, crack smiles and tell jokes. Night Shade was far more than just a friend, but oddly enough she considers him to be her only friend, one with whom she could take a break from being so calm. In Ponyville she had patience, around Night Shade she had fun.

"It went, I-"

"Oh c'mon, I told you to try and practice every day!"

"And I told you that this is impossible. A changeling cannot make his own form, it has to be a copy!" The changeling stomped the ground in frustration. All it did was make her giggle, as he was slightly smaller than her, a youngling changeling.

"I know that is not true, I may not be a changeling, but I know that giving up on an idea is just dumb!" Grace blew him a raspberry and went down into a big giggle fit.

"Laugh it up, can we please just think of another plan to show my self of? Maybe I can just go to another town, make a copy of some random colt and then-"

"It's too risky, what if that colt comes to visit? Or what if someone in Ponyville knows that colt, then what?"

"Grrr, then how am I supposed to meet anyone? This bites!"

"You just need to be patient, Shade. I know you can do it, because I've seen you change shape and color before and it certainly wasn't my color," she said while gesturing to her green colored nature, even her mane was green.

"Fine! I'm gonna go...practice. But what are you doing?"

"Oh, I met one of the Elements of Harmony today, Fluttershy. I'm going to be making her an automatic bird feeder. Which reminds me, she is going to stop by tomorrow morning so..."

"Ya, ya , ya I'll hide tomorrow morning."

"I'm very sorry Night Shade. But I don't want to see you get hurt and you know how rash ponies can act?"

"Yes, I know that very well," he said while shuddering. "But why are you always helping them? I know you’re a pony, but you never ask for anything in return, not even love!"

"I told you ponies don't feed on love silly."

"Whatever, but why help them if you get nothing back?"

"I get smiles back," she said while smiling, but it wasn't an innocent smile it was a very smug looking one.

"I can smile see." He broke out in a big grin that looked a bit silly on a changeling body. "I can smile for you, so why do you need them?" He was pouting which again looking quite odd for his race.

"I don't need them, I just like helping others. And you should too Mister!"

"Maybe I would try if I could meet them! I still don't see why we can't just introduce me to a few? I mean you trust me and you don't freak out from me!" More pouting, but he did have a good point so she put aside her laughter.

"That's because when we first met I had no clue what a Changeling was. I found out later, but by then we were good friends. All ponies know what they are and they assume they are evil."

"Well that...that's rude of them!"

"I can't disagree there. We will figure something out okay?" She walked up and gave him a reassuring hug, he simply rolled his eyes.

"I still don't get what a hug is or why you do it to me so often?"

"You’re impossible," she paused and gave out a long sigh, “just keep practicing please, for me?" She gave him pleading eyes, the kind you would find on a begging puppy.

"Those things are weapons, you know that right?" She stopped and stared at him, but then they both let out a long laugh.

After seeing her dark colored friend reenter his tent, she waited. After a moment she saw and heard the telltale sign of his green flame and magic working in tandem. He was practicing, trying to make his own form, become his own pony. The problem is changeling magic works by sapping out energy form others. A few inventions took care of that, but they were by no means perfect, still it was better than Night Shade sapping her dry every time he wanted to practice magic, he did it once by accident and to her it was the single most painful experience in her young life. To be fair, he did cry after this event, it was traumatic but it did teach them a good lesson: changelings need love, period.

Love was easy to come by, as a changeling he still did feed on emotions. Just her being his friend was enough to keep him going, but not enough to substitute for any magic. Meaning if she was not around, he would surely die. It also means through the use of her various machines (what she calls in the prototyping stage ) , he was limited by how much magic he could use in one day. The biggest problem though was their grand master scheme to finally introduce him to other ponies and let him see Ponyville. This required his own form, his own changeling pony form and she knew it was possible. Still, changelings were a race of mostly thieves, it was as if they were designed to copy another pony’s form which means he had no other way to make his own.

He could copy her and become a near perfect imitation, all be it one that is smaller. He could copy townsfolk or popular ponies like Rainbow Dash or the princess. Making his own pony form however was proving to become quite challenging, but just like Grace he never once gave up. He however has to deal with this failure on a daily basis, when Grace faced a problem she would usually be able to overcome it by now, but they had been trying to fix this little problem for well over a year. It was frustrating and if she could just talk to some ponies that were skilled in magic about this little problem they could probably fix it. But there is this one problem and that is that all ponies hate changelings and thus they were both left to fend on their own, with the colt of the group constantly having to experiment going blind.

She often told herself that in the end it would all be worth it and her young friend would learn friendship. But until that day she vowed to keep friends to a minimum, in that she technically had none other than him. Night Shade was her first and only friend, her best friend. Sure she had introduced herself to countless citizens who reside in Ponville, but to her they were only allies if you will, but not friends...yet. She swore to herself that until Night Shade can talk to ponies like he does to her, she would not make any other friends because it was unfair to him. In a funny sense, friendship could wait for their friendship.

She began to work on her new bird feeder machine, but thoughts kept drifting back to Night Shade and then to her surprise Fluttershy. It wasn't the Element of Kindness that bothered her, it was all of them. The changeling attack on Canterlot was no secret to anypony, the Elements were there of course. If it is anypony in all of Equestria that would judge Night Shade on the spot it would be Fluttershy and her best friends. It was the whole reason why she avoided them in the first place and it wasn't fair to ask her friend to simply hide, but they had no choice. She mentally kicked herself for even talking to Fluttershy, but there wasn't much she could do, her friend would endure and everything would be just fine in the end.

With another green flash she was awoken from her heavy day dreaming. This burst of magic was much louder so she decided to check up on her charge. At least that's what she always told herself, he was only slightly younger, but he was so ignorant of pony ways that she couldn't help but see a foal. She opened his concealed tent and her jaw dropped. He was smoking and had his exterior not be naturally colored black you would be able to see black marks all over.

"I had it that time!" She immediately ran up to his side and started inspecting him.

"What did you try this time?!"

"Calm down I'm fine! And I just tried to imagine a new pony like you said... only-"

"Only what?!"

"Well first I imagined a blue earth pony body."

"Right, good. Then what?"

"Then I imagined a horn cause I still wanted to use magic."

"Seems logical, go on," she said in an encouraging tone.

"Then I imagined wings cause I thought, why not?"

"Shade, how many times-"

"Then I thought wouldn't it be neat if I had my own cutie mark? So I tried to imagine one that had to do with fire and-"

"STOP! How many times have I told you? Nothing that complex!"

"Was that a real question?" He was grinning sheepishly at this point, she noted the two fangs on his face actually moved out letting her believe that he was enjoying this more than he should.

"Now I need to patch you up and finish that feeder. And stop smiling this isn't funny!" She shook her head and began to gather up their storage of medical supplies. It didn't take long to bandage him, but then she noticed he was giggling more.

"You did that on purpose so you could taste some anger huh?" Her face was less than amused.

"Don't blame me, it tastes great! And I hardly ever get it, so," he finished speaking and stuck out his tongue in a very immature manner.

"I'm not an angry pony and if you wanted some so badly you could’ve asked."

"Pretend anger tastes terrible, bleh!"

"Stop showing me your tongue it's gross and were you even trying to practice?"

"Yes," to his credit he was talking very sincerely at this point, it never ceased to amaze her how easily he could switch from being a spoiled foal to a mature stallion," I was trying a few new tricks, only one seemed promising. It did give me a great idea though, but..." She looked over at a strange device that lay in his tent, she recognized it as the magic tuner she invented. Its job was to absorb all magic in the air like a unicorn might and store it, simple for his use only. It was tapped dry and needed time to recharge.

"I guess no more practicing tonight. But I'm glad you have a new idea, you just need to keep trying!"

"Right!" They gave a hoof bump and smiled.

They spent the rest of the day fixing up the bird feeding machine. Night Shade had learned a lot from her about her inventions, but really he had his own special talent. However that talent had yet to be discovered, he could not technically earn a cutie mark, but to Grace the mark had nothing to do with a special talent. She was good with machines, but that doesn't mean she couldn't research and become good at taking care of animals or trying something new. Night Shade needed time and to interact with other ponies if he was to discover his way in life, time was on their side, but luck was not.

They worked late into the night and had finally finished her new invention. Changelings needed just as much sleep as the next pony so without warning he slumped down and started to sleep, she sighed hoping that one of these nights he would get the concept of wishing another a good night's sleep. When she tried to explain this strange concept to him he took it as a joke. He claims that wanting another pony or changeling to sleep well and have good dreams made no sense, because changelings cannot dream, at least not in their sleep. She turned off the outdoor heater and climbed into her bag, making a mental note to wake up Night Shade early for Fluttershy's visit.

Harmony Meets Grace

KNOCK KNOCK KNOCK

“Ugh! It’s a public library, come in!” The pegasus mare sighed and gently opened the door.

“Hello, Twilight? It’s okay if you want me to come back later…” Fluttershy who had already chosen for her was walking back through the door when Twilight ran downstairs to greet her.

“No, don’t be silly Fluttershy. Sorry for yelling I was just busy reading for an experiment, was there something you needed?”

“Well not really but I was wondering if you knew of a little filly named Saving Grace?”

“Uhh… No, should I know her?”

“I think so. She was really nice and offered to make me a bird feeder of some kind. I was just going to go meet her and I was wondering if you wanted to come along?”

“Sure why not? Where does she live?”

“She said she lives with a stallion named Night Shade in the White Tail Woods, at some campsite…”

“That sounds odd, but as long as it’s not the Everfree. Spike!” They both waited a few moments for the reptile to call down, it took him thirty seconds.

“Yeah, what is it Twi?”

“I’m heading out, watch the library!”

“Kay!”

“Alright Fluttershy, lead the way!” Staying on the ground she did just that, eventually they found themselves on the same trail that was often used for the Running of the Leaves.

“I had no idea that anyone actually lived out here, hmm.”

“Oh me neither, but she seemed sure of herself. Oh that must be it! Wow!” They both paused to gawk at the massive campsite. The first thing their eyes spotted was the massive outdoor heater, to them it looked ugly but it was impressive none the less. The massive sized tents, the various odd shaped inventions and machines and finally Saving Grace herself who seemed to be busy tinkering away at something. Fluttershy and Twilight looked at each other while the former nodded for her to lead the way.

“Um, Grace?” The filly whipped around and smiled, just as a screwdriver fell from her lips.

“Oh hi! Oh is this Twilight Sparkle?” Grace stood up and made a bee line for them. She then smiled and offered her hoof to the lavender mare. “Hi, I’m Saving Grace!”

“Uh, oh pleasure to meet you and indeed I am Twilight!” She awkwardly returned the gesture and decided to take a closer look at her camp, Fluttershy stood off to the side and waited. “So you live here?”

“Yep! We have for a while but I’m afraid that Night Shade is out.”

“Out? Leaving you alone?” Twilight’s tone turning to that of a concerned mare but Grace just giggled.

“He’s not that far away, he would never actually leave me. Oh and I’m almost done with that bird feeder Fluttershy!” Forgetting about Twilight for a moment, she walked back over to her new machine, it was a long looking table with various weights and holes, one of the weights was being installed by her. Fluttershy began to inspect it but looked confused.

“Um, how does it work?”

“Oh it’s simple, you see depending on the weight of the bird they will land on one of the weights here and then that type of bird seed comes out of those holes. You may have to train your birds to ignore the ones not meant for them though, can you do that?”

“Oh that shouldn’t be too difficult, this is actually brilliant! Oh Twilight when she’s done do you mind using your magic to carry it back?” Fluttershy looked up and noticed that her friend was looking at the water system, studying it.

“Hmm? Oh sure, by the way what is this for Grace?”

“That’s our filtration system, I built it myself! It’s how we get water for our plants.”

“So you grow your own food?”

“Yes, I am an Earth Pony silly.”

“Of course, but growing crops is not your special talent, wouldn’t they be…Not as well grown? No offense.”

“Nah, we do a pretty good job. Granted I can’t run an orchard or something, but it’s just us two and Night Shade doesn’t, uh eat that much.”

“Right, Night Shade. What kind of pony did you say he was?” Twilight’s voice turning from concerned to quizzical in an instant, it threw her off guard but she kept on tinkering with her device. She figured a half truth was best.

“He’s a unicorn, really shy but he talks … Enough,” she replied with a giggle.

“Well what is his special talent?” Twilight did not feel out of place asking those types of questions, to her it was simply being curious. Even if she had an ulterior motive.

Grace almost frowned but kept her smile up. These were the rare moments in where she was forced to lie, she hated doing it but Twilight was not giving her much of a choice. Half lies are something that she is used to but full on ones made her cringe. But it was then that she came up with an idea for his special talent, something that was not a lie at all, cutie mark or no.

“Construction, he helped me make most of my inventions even if I was the brains so to speak!” That was the full truth; the changeling colt was good at following most instructions.

“And he’s a stallion?”

“…Yes, is something wrong?” Another half-truth, he was a changeling colt but you could call him a young stallion if the case called for it.

Twilight shook her head and smiled. “Nothing dear, I was just being my old curious self.”

“Ahh, that’s okay. Feel free to ask me anything I suppose.” Her smile wavered slightly but she kept working on the machine, Fluttershy was busy singing to a few birds off on the edge of the camp.

“Right, so I’ve never seen you attend Miss Cheerilee’s classes, are you homeschooled?” The question was as innocent as it could get, now she had to not only lie but mix it in with another half-truth. She prided herself in keeping up with private studies and various books that others would give her in exchange for her ‘services’.

“Yes, Night Shade home schools me. Just not every day, I keep up with all the books that we own.”

“That’s good, wouldn’t want something as important as education to go to waste. Still living out here must be rough?” Grace smiled at this. She even felt like smirking but held it in.

“Actually, we much prefer living outside. For one we get plenty of fresh air, especially in the forest and it seems to help my coat shine brighter. The water is fresher out here or at least it tastes that way to us. Our alarm clock is usually various birds singing and it feels quite peaceful. Not to mention all the peace and quiet I can get out here.” She finished with a grin, both Twilight and Fluttershy were at a loss for words. Sure this filly seemed intelligent but she had left the Element of Magic speechless, but not for long.

“What about during the winter? That can’t be comfortable!” Grace just laughed at this and stood up, she then walked over to the outside heater and turned it on. It made a scorching noise but pretty soon it was turned on, on the bottom were ventilation grates were heat was coming out. “What is this…”

“It’s my outside heater! It was my first real invention, and how I got my cutie mark! Pretty useful when you can’t use magic heh.”

She shook her head. “But what about Night Shade, can’t he wield magic to warm you both up?”

“Hmm, nope! He’s not that great with magic at all I’m afraid. But that’s okay, oh and Fluttershy?”

“Hmm?”

“It’s done! I don’t have that much bird seed here but a few should do the trick, let me just toss some in here…”

“Wonderful, I think I can get this birdy here to test it out. Won’t you little guy, hmm?” The bird thought about it and nodded, Fluttershy gently lifted it up and placed it near the feeder on the proper weight. A small amount of seed popped out and the bird began to eat. “Oh this is marvelous, thank you Grace!” Without warning she picked her up and brought the filly in for a hug, they both blushed.

“Heh, no problem Fluttershy I was glad I could help!” Fluttershy was now busy looking it over but Twilight still did not seem convinced of a few things, namely the filly’s safety in the woods.

“Grace, these woods may not be that dangerous but from time to time they do get wild animals. Have you two ever encountered those?” Once more all she received in response was a little giggle, at first.

“Nah, you see these?” She gestured to a few machines off to the side and began to crank something on the side of them, emanating from them was a scratchy kind of sound but the second she stopped cranking it stopped. “Any wild animals such as timber wolves head in the opposite direction when they hear that noise.”

“I see, well it seems you and that stallion have everything planned out. Is he your…Well never mind, it was certainly a pleasure to meet you, um, perhaps you could stop by my library one of these days? I could offer a history lesson or two?” Twilight hated to feel useless but once more she hated to be outsmarted by a filly, she knew something was up and come Tartarus or high water she was going to discover it. The mare was doing her best to hold up a smile but one of her eyes was twitching.

“Sure, that sounds like fun! Was this all you needed Fluttershy?”

“Oh sweetie you’ve done more than enough! You’re welcome for tea at my cottage any time of the week, good bye!”

“Cool, bye bye!” Twilight used her magic to gently lift the device high in the air and waved to the filly, and with that they both left. Grace let out an audible sigh. “You can come out now.”

“Finally!” Night Shade coughed and flew out of the tent he was hiding in, he grinned. “That was them alright…Twilight and Fluttershy don’t seem so bad when there not trying to harm changelings…” He played with the dirt with one of his hoofs, she knew that look it was the kind when he was nervous.

“Shade, no one is going to hurt you I promise that. Twilight and her friends…They were just defending themselves at that wedding, you-“

“I know, I know that. I’m not stupid!”

“No you’re not and I never said you were. Still that Twilight was more curious than I thought she would be.”

“Whatever, since I’m apparently the stallion in charge of you-“

“Oh shut up.” She laughed and gave him a playful shove.

“Hehe, oh I had another idea on how I can head into town.”

“Oh?”

“Yeah, what If I just take on your form, you know for a little while?”

“Uhhhhhh, no? It’s not that I don’t trust you but…” She bit her lip, thinking about the right way to proceed, and it was then that she had another idea. “Okay, most folks know me by now but they don’t exactly know me so that might work, but you need to know how to act like a pony even for a short trip. Can you even do me?”

“Of course, just stand back.” Grace deadpanned and sighed, she had seen him change before and she knew there was absolutely no reason to stand aside but she did anyway. A green flame overtook his body and was replaced with an exact mimic of her, his horn and wings disappeared, but something was not there.

“Um, I have a cutie mark silly!”

“Huh?” He turned to his flank and then the other and sighed. He then concentrated slightly and out popped her cutie mark, they wavered for a bit when he lost concentration but eventually it worked. “There!”

“Well you look like me and sound like me, but do you act like me?”

“What do you mean?” Grace did a face hoof and sighed. He was a changeling but a very young one, the act of deceiving or impersonating others was still lost to him.

“Silly, you need to act like me and you also need to act like a filly. If you’re not Saving Grace to others then they will know something is wrong, get it?”

“Yeaahhh- No, I don’t get it.” One massive face hoof later she began to explain the simple process of impersonating another pony and her personality. She told him it was best to keep his introductions to a minimum and to try to avoid the adults for now, she knew most of them so he could wave but making a friend with a filly or colt was his best bet. He did not care, he just wanted to talk to someone other than Grace and this was his chance!

“Okay, got that?”

“Yep! Let’s do this!” He declared, and she sighed.

“You mean you will be doing this, I can’t come along silly.”

“Uhh, why not?” But the obvious realization dawned on him quickly.

“Sorry there can’t be two of us, are you sure you will be okay?” He hesitated but he was not going to give up this chance.

“I’m good, I’ll see ya later!” He tried to unravel his wings but then realized he had none anymore and sighed. “Right Earth Pony, got it.” He then left the campsite as Grace thought about calling him back.

“Ehh, he will be fine, I hope.”

Shade Through Town

Night Shade entered the town proper, the woods were connected to Ponyville Public Park. He stood there and stared at the various fillies and colts playing. I don't get it... His thoughts were interrupted when a ball landed near him, panicking he tried to remember what Grace would do in this type of situation, after ten seconds his mind drew a blank. She had admitted to him that in her travels through Ponyville, she tried to avoid talking or meeting children, but now his hoof was being forced ( or in the case of his disguise, hers was ). The ball landed and gently rolled until hitting his hoof. A pink colored filly from the group ran up and stared at him, or what she assumed was just another filly.

"Hi!"

"...Uh, hi?" His voice sounding almost too meek, he hated that his voice changed with the disguise to a more feminine sounding one, but the way he just talked was pathetic in his own opinion.

"Wanna play with us?" The pink earth pony squealed, he noticed that introductions were already thrown out the window. Was it this easy to just meet other ponies? There was however one problem, she mentioned something about playing which was NOT part of the deal. Grace never mentioned anything about playing or how to do it. He sighed and shook his head, the filly in question shrugged and then grabbed the ball and left him standing. The only time they would ever play would be card games or talking about her inventions, still he wouldn't let this get him down. He had a whole town to explore! Well...With a few exceptions, before he left Grace had informed him to stay away from Twilight and Fluttershy just to make sure that no suspicions would arise later.

"But where do I go now?" He tried to think like Grace but that was clearly not going anywhere, he loved his friend like a sister but he only knew of her antics at the campsite and not how to act like her in the town. However, he did know that she was pretty much welcome anywhere, she had shared her tales with him from day to day and in the end each and every adult in the town would always welcome her into their homes or business's. That he decided he could use to his advantage.

Walking deeper into town, he spotted ponies going about their daily routines. Some even waved which he returned with a smile, if this was hanging out with ponies he decides that it was something he would love to do again. He wanted to take it to the next level, and make friends but it was at that point that he sighed profoundly. They would not be his new friends, they would be Grace's old friends and as much fun as it would be it was still not what he wanted. He then debated on whether or not to try and make friends with some fillies or colts again or try some of the places that she had been to before. He sighed and decided on a third option, wandering around aimlessly. He walked in the direction of Town Hall, not caring where he was going to end up.

"This is harder than I thought it would be, I just wish I had my own form! Grr...." He stopped talking when he noticed a group of fillies walking by him, one in particular seemed to catch his eye. True he had only ever felt love for Grace before but this felt like a separate kind of love, it didn't make sense to him, but he liked that feeling. Forgetting for a moment that he was supposed to be impersonating a filly, he started to follow them. The one he was particularly watching was a pure white colored unicorn, her mane fluttering in the breeze. He was focusing so much that his disguise almost faltered, but he forced his concentration to stay up. One of them turned around and noticed him ( or to them her ).

"Huh? Uh..." An orange colored pegasus stopped the other two and motioned for them to turn around. Night Shade for all he was worth froze on the spot.

"Can we help you?" The little unicorn asked which snapped him back into reality with a full blown force. He began to panic and breath heavily, and then without warning he darted away to hide in an alley, the fillies did not follow.

What the hay was that about? His thoughts lingering on things he would rather not believe. I can't even make friends with a filly? What is wrong with me?! His first idea was to rationalize it, he concluded that he was nervous, well extremely nervous. But was there something else? He definitely felt embarrassment but that was before they spoke and noticed him, not after. Well sure after but it was there through out, but why? As a changeling he had often prided himself on knowing exactly what emotion Grace was feeling, whenever they did anything. But now he suddenly could not figure out his own emotion or worse yet, emotions? It made no sense and yet...

That girl...She was pretty! Were changelings supposed to feel love towards another species? He didn't care that much for the answer, he was trying to become part of pony society so why not? He would feed on love, naturally from Grace and friendship and many other emotions. But to give love? He sighed. I just want to make friends! This bites! He debated on whether or not to head home or keep at it, unfortunately his mind was made up for him.

"Hey!" The unicorn from before had trotted up to him, only with her friends. "How come you ran away? Also, were you um, watching me?" The unicorn tilted her head to the side and waited. Without thinking he stammered out his answer.

"Yeah, I'm sorry you're just real pretty and-"

"Thanks! I like you're mane and those eyes, there so...Green?" He already knew of his mistake, he was in a filly form and two fillies could not fall in love, could they? Regardless of that answer, he was acting as Grace and whatever they said would not matter later on. He was not Night Shade to her, when he said she was cute she probably thought she was complimenting her from filly to filly and not in any way some type of love interest. Also to make matters worse, he just realized that his eyes could not change and were not Grace's color. Perhaps if he was a skilled changeling like the queen, he could manage that but his eyes light up the darkness bright as a sunny day, the filly did not seem to mind.

"Uh, thanks? My name is N- Saving Grace."

"I'm Sweetie Belle! So did you want to play with us? We were crusading for our Cutie Marks and even though you still got one, maybe you could help out?" Could he? He had no issues with that but should he? That was slightly more complicated. No matter how much they 'bonded' and no matter how much fun they had that day, it would still be her fun and not his. Still, at least it was something!

"Sure! Let's go find your friends!" Sweetie Belle nodded and they left the dank corridor, they found them as Sweetie Belle explained what happened.

"Uhh, okay you can help us. Ah'm Apple Bloom!"

"Scootaloo, what's you're special talent anyway?" He decided to go with a half-truth, Grace had told him about these and even though he had less issues with lying than she did, it still made him a bit sad.

"I'm good at construction, sometimes with machines and once I helped make a whole campsite!" He stated proudly, at least the last part was true, Grace designed it while he did the grunt work.

"Cool! Then you can help us make our super slingshot! See we were going to use it so I could try and get my mark in stunts, if this works I can sling my scooter at near supersonic speeds!" Scootaloo was grinning but her friends seemed less than convinced, Night Shade was just plain confused.

"Uh, Scootaloo I really doubt you can go supersonic with a giant sling shot..." Sweetie Belle trailed off, Apple Bloom just shrugged and agreed.

"Well I can't fly yet! How am I supposed to do it then?"

"Wait, were you just trying to get a cutie mark for yourself? I thought you said this would get each of us one!" Sweetie Belle stomped her hoof down, obviously upset over her friend’s deceit. Scootaloo blushed.

"Well, I thought after I got such a cool mark that I could use that to help you both?" It was more of a question and Night Shade could tell that she was not even sure of herself, all three of them sighed together.

"Well that idea's out, plus I don't think we have enough wood or any of this stuff anyway...Unless Saving Grace has any ideas?" Night Shade thought about for a while but sighed and shook his head.

"Well thanks anyway, see ya!" The three said in union and walked off leaving him in the dust.

"What a jip! Grr this place..." He wanted to scream to the heavens but decided it was best to just leave for the campsite, thankfully he showed up uninterrupted.

"You’re back! How'd it go?" He turned back into his form and grunted.

"It was weird! Also how come my eyes won't change color?"

"Hmm, I guess that is a tougher skill? So just tell me what happened, please?" And so he began his tale from the park to Sweetie Belle and their 'falling out'.

"So wait...You fell in love?" Grace wanted to laugh at him, but it was a bit too shocking considering the circumstances.

"What? No! I just thought she was cute!" He protested, at this she chuckled.

"Okay, we need to clarify a few things. First off, had you been seen as Night Shade or at least a colt, she would have thought you were trying to ask her on a date or something. But since it was my body, she probably just thought you were another filly complimenting her mane so no big deal. As for your day, well what do you think went wrong?" She challenged while he groaned. He hated it when she got that way.

"I don't know! And changelings can't fall in love!"

"Oh can't they? You said she was cute, and you said that you felt weird around her? Not sure if that's love myself, but it sure sounds like it, I think it's cute!" Another groan and a roll of his eyes later, he began to gather up his thoughts.

"I think, what went wrong- Well a lot of things but mainly the problem is that I have to be you out there and not me..." She nodded.

"Right, I'm glad you at least got to see the town but I think it would be best if we just try and make you a new form, okay?"

"But what if that never happens?!"

"...Then, I promise I will try and find somepony who wouldn't mind meeting a changeling. I'm sure someone out there wouldn't mind."

"Fine, next time you go into Ponyville can you promise me to look for someone like that?" He grinned causing her to chuckle.

"How can I say no to that face?"

A History Lesson

That morning Grace had decided to take up Twilight on her offered history lesson, for several reasons. One, it sounded like fun. Two, perhaps Twilight could be the right pony to help Night Shade or at least have some ideas. And three, as dangerous as it was to ask Twilight Sparkle a hypothetical question about Changelings, if she was interested in meeting one then she could probably get anyone to meet Night Shade. She hoped. Normally she was not nervous but today was not any old day where she would make a new invention or walk through town with her head held high, no today was a day to help out a dear friend. She hoped, again.

She arrived at the library with no distractions, shrugging she entered. Sitting off in a side room was Twilight herself, levitating a spoon of cereal into her mouth, but the mare dropped it abruptly when she noticed the filly. Grace giggled and smiled, hoping that she was not intruding.

"Good morning Miss Twilight, I hope I'm not interrupting your breakfast?"

The mare struggled to compose herself, her mane was a mess after all. "Saving Grace? Uh, no! Off course not! Are you here for that history lesson?" She nodded and smiled.

"Yes, it sounded like fun." She decided to ask about changelings later on, or at least hint to it. In reality Grace had no clue if she could trust Twilight and her friends, but she wasn't going to act mean, simply cautious.

"Oh it's going to be! Just, uh let me finish up here and you can wait in the common area." Grace nodded and found a seat, looking around she noticed quite a few books that they owned in the campsite but quite a bit more that eluded her.

The mare walked over and used some of her magic to lift a book down from one of the shelves. Grace recognized it as the book that talked about the history of the royal pony sisters. "Oh, is that the tale of the princess's? I always wondered about the accuracy of the story, I mean it was so long ago and I don't think Celestia or Luna helped write it." Twilight blinked, was this filly for real? Obviously Grace had read it before, but to go that far for somepony so young?

"Actually, I have spoken with Celestia about it and she did say that most of the events were accurate enough. For some reasons those were her words, but she did say that she would never lie to her subjects and I trust her. But obviously you know some of your history, how about this one?" She levitated over another book, which she again had read before.

"That's the one about Discord, right? I thought it was interesting, I always wondered how someone so powerful could go so crazy?" Twilight chuckled at this.

"I wouldn't call him crazy, maybe deluded is a better word...But Night Shade obviously taught you well, hmm?" Grace blushed but not for the reasons that Twilight believed, it was her that taught him and not the other way around. Still she let it slide. Twilight was about to levitate another book but Grace stopped her.

Okay, this is for Night Shade just don't be obvious. Grace lowered her smile but not entirely. "Actually, I was wondering if you knew any history on the changelings?" Alarm bells started going off in Twilight's head, but not too many. It was true that the occasional colt or filly had asked her about them, children were often curious like that. Twilight sighed, heavily.

"I'm sorry Saving Grace-"

"You can just call me Grace, also sorry for interrupting."

"Oh, heh, it's okay Grace. And to answer your question, I can't. I get that question a lot but the thing is, changelings are a rather unique race that keep to themselves. The princess barely knows that much about them, I'm sorry." Grace had to ponder this. She then decided to take a risk.

"What if a changeling shows up in town? Would you treat them the same way you treat anypony?" Grace knew she had Twilight in some type of bind, children were often asking innocent questions. Grace may not seem that innocent to Twilight, but she was still young enough and that counted for something. That something was getting away with the question Scott free, regardless of the odd nature to the mare sitting in front of her.

"Well, I suppose it would depend on what he or she did. The princess's however have ordered all guards to arrest any changeling on sight."

"But what if he or she was being nice? Would they still arrest them?"

"I don't know Grace. That seems like kind of a stretch though. And even if they were being nice, it could be some ploy to help their queen or they could have past crimes they are trying to hide. Why do you ask anyway?"

"Oh, no reason it's just... Well I read a lot about history, I was hoping that you knew something about them. I mean throughout history ponies have made allies with all the other races so why not them? Why do they have to steal love and not be given it? And why does their queen have to be, well like that?"

"She was certainly hostile towards us, huh? And it is true that ponies and other races have gotten along, but it did not happen in a day. The zebra tribes were the first to become our true allies, but I think you knew this?" Grace nodded. "Dragons were the last but they are at least passive, the griffons were the toughest nut to crack. Took us three wars before they opened up to us!"

"So your saying for changelings to like ponies, there needs to be a war?"

"Uh, I don't think so. And after that invasion, well I don't think anypony is interested in becoming their allies. I'm sorry, I know you want all races to be tolerant and friendly, but the changelings are simply too hostile." Grace nodded, but she did not give up. Twilight had seemed set in her ways, but perhaps if she could show her the error of them, just not here or right now. They spent the rest of the morning discussing history in greater detail, Grace had plans for her friends or at least Fluttershy but that could wait until after lunch. By the time that lunch had rolled around, the filly was ready to excuse herself but the mare wanted to ask her something.

"Grace, are you sure that nothing funny is going on at that campsite? I understand that your guardian Night Shade enjoys it there and you as well, but I can't help but feel that he is neglecting you..." Twilight trailed off, she wanted to say something about him not even being real as her assumptions had always gotten the better of her in stressful situations, but figured if Grace was lying about something, she was too smart to just let it come out.

"Miss Twilight, Night Shade is one of the most gentle and caring friends I have ever met." The entire sentence was true which made her feel better about her own predicament, Twilight did not notice the use of friend instead of guardian or father, but the phrase was certainly creeping into the back of her mind as she continued to listen. "He would never neglect me, just like I would never neglect him. Yes we enjoy ourselves out there, but I make sure to spend my free time in Ponyville helping others, if it wasn't for him I would never being doing any of that."

"Well, alright. I'm sorry for questioning you but I was just concerned, have a nice day!" Grace smiled and nodded, she then made a sprint for a certain pegasus's cottage.

If there is anyone that would trust Night Shade, it's Fluttershy. If I can get her to trust him, then Twilight can see that she is wrong. Well, wrong about him at least. Night Shade had told her what he knew of his own kind, they were not monsters but they were also not cute and cuddly beings. They took things very seriously, most of all their survival. She was just thankful that her friend was more like a pony. She found the cream colored mare attending to her new bird feeder.

"Fluttershy, I need to talk to you." She turned around and smiled.

"Oh, Grace! How lovely to see you again, but is something wrong?" Grace shifted her hoofs nervously, this time there was no smile.

"Well, kind of. I was hoping to ask you something."

"Sure, ask me anything sweetie."

"Right. If there was a changeling that walked into town-"

"Oh my gosh, where?!" Grace giggled.

"Nowhere, this is a hypothetical question."

"Oh, sorry, go on heh."

"If one walked into town and he was nice and had no motives like helping his queen. Would you treat them with kindness too?"

"Hmm...I've always said that everypony deserves kindness and respect. If this changeling was in fact nice and was not trying to steal love or do what they did at the wedding, then I suppose I would. How come?"

"You wouldn't try and call the guards on him?"

"As long as he wasn't hurting anypony, no." Shaking her head, Grace had to think on this. Fluttershy was the Element of Kindness, so what she was saying did make sense.

"But you and the other elements were their enemies during the invasion!"

"Yes, but we were only trying to protect the capital. Like you said, if this one was nice and not harming anypony then I would not have a single thing to worry about with being friendly to him."

"Do you promise?" Fluttershy was taken aback by this, the conversation suddenly switched from hypothetical to something else.

"I, uh, I promise but Grace you said this was hypothetical?" Her tone changing to stern.

"I'm sorry but it's not, Night Shade is a changeling a very young one. All he wants to do is make friends and talk with other ponies but he can't make his own pony form and I told him never to take someone else’s. So will you meet him?"

"G-Grace, this, I...You’re both so young and you're on your own?!" Now it was Grace's turn to be taken aback, she cared about that? And not what Night Shade was?

"Fluttershy, him and I have been on our own for a while. We took care of each other when things were at their darkest, we are fine and have everything we need. Except one thing, well for him anyway. He needs friends and to be told that he's not a monster, he's really nice and just wants to meet ponies like you. So will you meet him, please?"

"...Yes, I'll meet him. But this is still not over young filly! You both have been on your own and you also lied to us!" Grace sighed.

"I'm sorry Fluttershy, we both don't like lying at all. But what I said about being happy, that has never been truer in my entire life! Both of us are happy where we are and we do take care of ourselves. Once Night Shade starts making friends then we can finally move on and just live our lives, well I have been but not him. Still, you said that you would meet him, how does tonight sound?"

"That sounds fine, I'm sorry I snapped at you Grace. But, this is still wrong! I understand why you lied, if this Night Shade really is as nice as you say then it’s a shame that ponies would only trust him based on what he is. If I meet him, I want you to make me a promise."

"Anything!"

"You will promise to tell me how you ended up alone and same with him, I know that sounds personal and I'm sorry to make you unhappy like that-"

"I'll tell you tonight, and it's not really all that unhappy. Well some might think so but after I moved on from my old life, I had never felt happier. You'll understand when I tell you tonight, I'll see ya soon! And thanks again!" Grace smiled and ran out the door to retrieve her friend and get him ready, Fluttershy had never felt more shocked in her entire life. And she had stared down a dragon.

Kindness and Love

Grace ran back and oddly enough found her friend looking deeply at a mirror, she felt that it was best not to disturb him. He kept changing disguises from famous ponies they had seen to her and even a unicorn that she had never met before. But every time he would sigh, and make a face but not a funny one. It was that of longing, it made him look conflicted beyond belief.

"Are you okay Night Shade?" The colt did not even flinch, he just kept staring at the mirror.

"How come my eyes change color to green when I change? And when I'm back to me one of them is red?" Grace gave a sympathetic smile.

"Shade...Are you upset that you don't look like other ponies?" The changeling scoffed.

"Changeling's don't get upset! I'm fine!"

"Well Mr. Fine, I have some good news!" She beamed but he just kept staring at his appearance. "Maybe I would tell you it if you STOPPED STARING AT YOURSELF!" He turned around and groaned.

"What?!"

"Fluttershy has agreed to meet you! She knows you’re a changeling and she doesn't care!"

"So, she won't tell on us?" He asked in disbelief. He had known Grace to play pranks once in a while and sometimes he could go too far in retaliation. But she would never joke about something like this.

"Nope! But she made me promise to tell her why we're on our own..." Even the young changeling could tell her distress.

"It won't be so bad, you always told me that you were better off this way. Right?"

"I know I am! Just sometimes it's hard to think about it, I don't really like to, you know?" He nodded.

"Yeah me neither, but I finally get to make another friend! When are we going?!" He bounced up and down and fluttered his wings a few times.

"Right when the sun sets, her cottage is only ten minutes away...Oh I guess we're leaving now!" He looked up in confusion and noticed that Celestia's sun was indeed lowering, it was the start of a new night. A night for friends. They walked in silence and made sure that no one had seen the dark colored changeling that seemed to blend into the night.

"Um, Grace?"

"Yeah?"

"Other than talking about how we met each other. What else are we supposed to talk about exactly?"

"That's right, I forgot this would be your first time over at someponies house huh?"

"Uh, duh?" She groaned. One day she had taught him to speak like the other ponies and she had always loathed teaching him that word, duh. He used it only to annoy her.

"It's really easy, you just talk about the things you know. Ask her questions if you like and she will probably offer us some tea or food or something. Just act nice and she will act nice in return!"

"I'm always nice!" He snapped, causing her to giggle.

"And here we are, now we just knock." She motioned for him to knock. He rolled his eyes and obliged while they both waited in silence. The door eventually opened only as gently as possible, there standing was Fluttershy with an almost stoic expression. Not one of kindness, but there was no anger either.

"Grace, and you must be Night Shade?" The colt did not nod and for several seconds he could do nothing but stammer. It had been a long while after all since an adult addressed him at all.

"Uh, yeah. It's nice to meet you?" He turned to Grace to see if that was the right thing to say, but instead of finding a sincere smile he only found a giggle from his best friend and a blush from the mare.

"It's nice to meet you too. Why don't you both come in and take a seat, do either of you want some tea?" Grace nodded for both of them, and they sat down. One feeling happier than ever and the other couldn't have felt more out of place in his young life. The young mare returned with three cups of tea and set them down, Grace and Fluttershy immediately started drinking but Night Shade felt too shocked to do much of anything.

"So, Night Shade has wanted to do this for a long time Fluttershy." The mare was in the middle of sipping her tea and did not bat an eye, she did not feel like being rude but in her mind she was hoping to make the changeling's experience as normal as possible.

"I understand, are you feeling nervous Night Shade?" He blinked, did adult ponies contain the ability to sense emotions like him? But like with Grace he felt denying it was his best option.

"O-Of course not, changelings don't get scared!" Fluttershy giggled softly.

"I never asked if you were scared, I said nervous sweetie." His mouth shaped its self into an 'oh' shape and with a loss for words he turned to Grace who simply smiled.

"Just relax Shade, she's not going to hurt you and she is one of the nicest ponies around!"

"Uh, okay. So what do you like to do Fluttershy?"

"Well as you can see, I tend to plenty of animals that need my help. Just look around!" Night Shade did just that and sure enough there were several details that he had overlooked completely. How do you miss a dozen bird houses inside a cottage? Or bunnies running around? He then relaxed and began to lick his lips several times and then sighed. "Is he alright?" The mare noticed his alluring smile and Grace blushed.

"Um, yes I think he is tasting some of your emotions...Sorry!" The mare dropped her tea cup.

"Is it dangerous?!"

"No! He does it to me all the time and I've lived with him for a couple of years and I'm fine..." She tried to reassure her, the mare relaxed while the changeling blushed and gave a sheepish smile. Unfortunately ponies were not used to a changeling's grin which succeeded in only making her more nervous.

"Fair enough, oh and that reminds me. I'm sorry to ask but you promised me to explain all of this..." Grace and Shade looked at each other and groaned.

"Yes...I did. Where should we start?"

"The beginning please, I really hate to force you two but it's my responsibility, like it or not."

"Okay, but just know when I said that him and I are happy. I meant it!"

"Good, and I believe you for what it's worth."

"Right, it all started when I was really young. I used to live in Canterlot with my parents, they were both unicorns and they were pretty disappointed when they had an earth pony..."

"That's horrible! What kind of monsters would ever-"

"Please, I'm not mad at them in the slightest."

"You're not? I probably would be..." Grace blinked several times in astonishment.

"Really? But you're so kind Fluttershy-"

"I am but being disappointed in a child for something they can't help, and not wanting them because you're not a unicorn. Grace that is- Well it's disgusting!" Night Shade wanted to taste her anger but kept his mouth and tongue shut, he knew that both were feeling some strong emotions and it was best to wait until it was his turn to share.

"...Never quite heard it put that way before, has something like this happened to you?" Fluttershy to her credit remained neutral while she nodded her head.

"It's a long story Grace and it's only fair that I tell it but only after you both tell me of yours, deal?"

"Deal, anyway over time they just started to not like me so much. They were never mean or abusive or anything but I could tell they wanted a unicorn as a daughter. At first I thought it was best to try and please than in any way I could but it didn’t take me long to realize that what I was doing was wrong. I shouldn't have to do any of that, they were my parents after all. So one day I just up and left, no one came after me so I assumed it was for the best."

"Th-They abandoned you?!"

Grace shook her head and smiled, it was not a fake smile but one of pride. "No Fluttershy. I abandoned them, you have to understand the difference. I did it without stopping or turning around to run back, I left and the day I did it I was never happier. I never liked Canterlot anyway."

"Is that it?"

"Mostly, for the first few days I wasn't sure what to do with myself or where to go, but I had enough bits saved up to make it to most towns and for food. Still, something inside me told me to walk to the nearest town. It just seemed more adventurous and really fun. But on my way to Ponyville I bumped into you know who..." She gestured to Night Shade who only seemed to get the message after a single minute of silence.

"Oh, uh yeah she found me trying to, well..."

"Do what he thought he was supposed to be doing, taking emotions. But I taught him that he didn’t need to-"

"I never wanted to! Why do you think I left the stupid hive in the first place?!"

"I know, I know! Calm down Shade, I didn't mean it like that. But this is your part of the story and Fluttershy needs to know all the facts, so continue please."

"...Right, sorry. Anyway I left my family in the hive, but they never liked me anyway. They always told me that ponies were the enemy and you need to steal your emotions so one day I asked why and they got really mad, so I ran before they could take me before the queen or uh, worse..." He trailed off, both ponies noticing his distress. Grace spoke up.

"Anyway he told me what he was supposed to do and he was trying to take love by himself. So I said he could come with me and I can give him the emotions he needs."

"But weren't you scared Grace? I mean no offense Night Shade, but he did not look like a pony right?"

"Well, funny thing..." She trailed off and blushed, not wanting to admit her ignorance. "I had no clue what a changeling was and he seemed so nice. Of course it was only after we built our campsite that I found out just how much ponies trust changelings...not a lot as it turns out. So ever since, which was at least two years ago, we have been trying to understand how to get Night Shade here his own pony form, one he makes up. But it just won't work, and I promised him I would find him another friend so here we are!" Fluttershy shook her head.

"How can you be happy Grace? Just leaving your family like that..." The mare trailed off and looked down at her hoofs, she looked ashamed. Grace caught on immediately, she stood up and leaped into the mare for a hug.

"Fluttershy, I don't know what happened with you and your family but, if they don't want you then the answer is easy!" Fluttershy tilted her head to the side and stared in bewilderment.

"It- It is?" Her tone suddenly changed from someone in control to a meek one. The filly loved these moments, it was the kind when she knew that not only was she in control but she was the one to give a life lesson.

"Sure it is! You make a new family! I'm sure your friends like Twilight would understand, hay Night Shade is my family!" She brought in Night Shade in a shared hug, the changeling just groaned.

"You and your hugs..." A roar of laughter erupted from Fluttershy catching them both off guard.

"Grace, you are absolutely right! No more hiding, first thing in the morning I'm going to talk to my friends and tell them the truth!" The filly and colt looked on in confusion, Night Shade responded.

"You mean you haven't told your friends about, well whatever happened to you?"

"...Well, Rainbow Dash knows but she never quite put it like Grace. A family is a family, blood or not. And my friends, no my family deserves the right to know and that's final!"

"But, what happened with you?" Night Shade questioned.

"Oh, it's not a long story but it is getting late. I promise to tell you both in the morning but we should get to bed." The two stood up and were about to turn around from the door to say good night when the mare stopped them.

"It's too late for you two to be galloping out at night, you can sleep here. Either of you are welcome in my cottage any day or night. Understand?" They both nodded, Grace smiled but Night Shade looked on in confusion.

"So are we friends now?" Fluttershy giggled.

"No," she replied firmly causing him to groan. But Fluttershy flew over and brought the colt in for a hug.

"Again with the hugs!"

"It means we're family silly."

The Spa and Generosity

Night Shade and Grace were sent home, the latter being forced to carry Shade on her back. After putting him to bed she thanked everypony for being his friend and Fluttershy and then went their separate ways. Half way to her cottage, Fluttershy panicked. “Oh shoot! I was supposed to go to the spa with Rarity and Twilight today!” She flew up in the air, panting as she went. She had never been much for flying, she wasn't like her friend. Arriving she looked to be exhausted when she entered the spa.

"Fluttershy? Are you okay?" Her neck craned up to spot Twilight staring down with concern.

"Oh, Twilight yes. I'm sorry I almost forgot about our spa day so I hurried over..."

"Oh, that's okay. Rarity's just waiting inside."

"Good." She breathed a heavy sigh of relief and ten minutes in they were all soaking in one large bath.

"So Fluttershy dear, what have you been up to lately?"

"Well, I have been helping out my new friend, Saving Grace." Who has a changeling friend...I hope Sweetie Belle didn't say anything.

"Oh? Who is that?"

"She's a filly, Grace offered to make Fluttershy a bird feeder just for being friends. She's very smart too, I offered her a history lesson and she enjoyed it!" Twilight added.

"Well that certainly sounds generous of her. When can I meet her? She may just be a filly but...Wait is she enrolled in school?"

"Oh well, she's home schooled. Right Fluttershy?"

"Right." More like self-schooled, oh I hate lying to my friends!

"By her father?"

Twilight furrowed her brow. "Well, we think so. She mentioned that she lives with a stallion named Night Shade, have you met him yet Fluttershy?"

"Oh yes, and he's very polite."

"Is he her dad?"

"No, just someone that takes care of her." Another lie, it seemed to be the other way around but there was silver lining in that both seemed to take care of one another to an extent.

"Oh?" Twilight questioned.

Fluttershy panicked slightly. "Um, yes. It's a long story, and she did tell me but..."

She looked over at her friends, both seemed to be hanging on her every word. "But what dear?"

"Well she didn't exactly promise me not to tell, but I'm not quite sure it's my place to."

"Well if it's personal then it’s okay to stay quiet.." Twilight almost muttered.

"Well, I don't think it's personal. When she described how she came to be in the forest-"

"She lives in the Everfree?!" Rarity nearly screamed.

"No! They live at a campsite in the White Tail Woods."

"Oh, sorry..."

"It's fine. Anyway, when she told me how they came to be there, she claimed that they were happy. And she was happy to be away from her parents..." The last word almost coming off as distasteful.

"Did they abuse her?" Twilight had to roll her eyes at the theatrics of her unicorn friend.

"Oh no, nothing like that. And trust me I looked for the signs just in case..."

"Do you think we could meet them?" Fluttershy looked between her two friends. She wanted to scream no to both, but for separate reasons entirely. For one, if she agreed to let Twilight meet Night Shade, it would probably all be over. And for Rarity, it was getting around having to tell her that a changeling was in love with her little sister.

"Well Night Shade gets really busy girls, I'm sorry. But I don't see why Grace can't meet you Rarity."

"Splendid! You can introduce us then."

"Sure!" Fluttershy felt relieved to keep the conversation away from Night Shade.

‘Perhaps I better see Grace alone, I need to see for myself if this Night Shade is real.’ Twilight's thoughts had lingered for a while. In truth she had a few suspicions about Grace and Fluttershy's nervous actions just sealed the deal. Night Shade wasn't real, or at least that was Twilight's theory. If she was right, then there was a little filly out there by herself and that needed to be fixed. She just hoped she was doing the right thing.

The three mares parted ways but between Fluttershy and Rarity, they had planned to meet up at her boutique for some tea. Twilight had silently planned to confront Grace at her campsite later that night. She felt nervous that she would scare the filly but it felt like she was doing the right thing, plus there was always the possibility of her being wrong.

Rarity was waiting inside her boutique, she had brewed tea and was eager to meet the little filly. She always enjoyed new guests and friends despite their age. So she was surprised when the door flung open and in walked Fluttershy and two small fillies, twins.

"Fluttershy, uhhhh, what?" Her brain blinking out of existence for a mere second. She assumed twins at first but then she caught wind of both of their cutie marks, it was nearly impossible to have the same one.

"Um, Rarity can you make us a promise?"

"What kind of promise?"

"A big one, bigger than a Pinkie Promise..."

"Alright, but what?" She questioned while never taking her eyes off of the pair.

"That you won't scream, freak out or hit somepony."

"Why in Celestia's name would I ever hit somepony?!"

"Well, what if they weren't a pony?"

"Still, Fluttershy what is this about?"

"Just promise please?" So she did and waited for a while. Fluttershy then gave one of the Grace's a comforting smile and waited. He then sighed and changed back into his true form. Fluttershy out of the three expected her to faint. Night Shade expected screaming and Grace expected both. But none of that ever came.

"Explain." Her voice was cold, it was something that Fluttershy had never heard from her friend before, even when dealing with her younger sister.

"Um-"

"My name is Night Shade." He extended his black hoof after getting some silent encouragement from Grace. She stared at it for a while, as if it was going to harm her and then hesitantly shook it.

"A pleasure to meet you." The changeling grinned and turned to Fluttershy.

"Hey, she's nice too!"

Rarity smiled back but turned to Fluttershy. "Perhaps you should explain, now!"

"Oh right, but can we do it over tea." Rarity gave an exasperated snort. "Please?"

"Very well." And so they all sat down while quietly sipping tea.

"Um, I'm saving Grace by the way."

"It's nice to meet you as well...So you and Night Shade are friends?"

"Yep, he's my best friend. Nicest changeling you'll ever meet!" She figured going for total honestly at this point was their best bet.

"You don't say. And how did you two meet Fluttershy?"

"Well, I like to go around town and help others. My special talent is machines, so I build them or fix them. I had, um, never approached you Elements of Harmony before out of fear of getting Night Shade into trouble, no offense."

"Well, none taken?" Rarity had no clue how to feel.

"Right. Well I decided to help out Fluttershy and one thing led to another. She trusts Night Shade enough to introduce him to her friends like Rainbow Dash and Applejack."

"They know?" Rarity turned to Fluttershy and she nodded. "And they're okay with him?" Another nod and a smile.

"Well then I suppose I have no issues here. But what about Twilight?" All eyes shot open as they each shared nervous glances. To his credit, it was the changeling who spoke up.

"You all were at that invasion, and I don't think Twilight would like me very much..." Rarity nodded with sympathy.

"Well you don't know that for sure. You’re certainly much nicer than any other colt I have met on the spot. Wait, what about Pinkie?"

"Well...Wouldn't she try to throw him a party or something?" Fluttershy asked.

"...Good point. But if you described the situation to her and made sure she didn't, I'm sure it would be fine."

Night Shade's ears perked up. "More friends?!"

"Yes, I believe so. Just..." Rarity was searching her mind to find the right words. "Be careful Night Shade, Pinkie can be a bit spontaneous."

"Huh?"

"Random."

"Ah."

"Yes, well was this all? He just wanted friends?"

"Well yeah! And I want them too!" Grace nearly demanded.

"You don't have any?"

"I do now, but before I would go around the town and help others but not really accept their friendship. Not before Night Shade could too!"

"I see, well you won't have to worry about that now. Although I wouldn't advice that Night Shade go around the town in his changeling form."

"But I can only copy..." He muttered.

"What does he mean?"

"Night Shade can only copy others, he's tried and tried to make his own form but it just won't work."

"Hmmm, ideeeaaaaaaa! Wait, are you sure it doesn't work?"

"Sometimes I could do it, but it never held for long."

"Well can you change things about a copied form? Like say making Grace look more like a colt than a filly?" He sat there dumbfounded, Fluttershy and Grace knew that look and resisted the urge to groan.

"I never thought of that." He quickly changed into Grace's form only this time he changed the shape of his body slightly and that of his face. He still looked like Grace but more of a brother.

"But he still looks too much like me, won't that be suspicious with all the royal guards?"

"And that is my idea! First off, you can remove her cutie mark right?"

"I think so..." He concentrated and with a pop it was gone.

"Good. And I can simply die that mane to another color, twin siblings instead of twins who look like clones."

"That could work! Thanks Rarity!"

"No problem darling. Come Night Shade."

"But I-"

"Come." She insisted, groaning he followed her into the back room. He returned with red colored hair. They also noticed his voice had changed back after some simple instruction from Rarity. "And now you can walk around the town without worrying."

"Thanks!" He walked up and to her surprise gave her a hug. He was shocked too as they all giggled.

They all went to leave, but Fluttershy caught Rarity muttering something about Sweetie Belle so she intervened.

"Um Rarity?"

"Oh yes dear?"

"Sweetie Belle knows about him."

"...WHAT?!" Fluttershy gave a sheepish smile and bolted from the boutique in a hurry.

Laughter is the Best Uh...

The group made their way to Sugarcube Corner, thankfully with less stares. To all of the passing ponies the group just saw a mare, a filly and a twin colt. "Ohhhh, who's this or they or what?!" The pink mare's eye's crossed in confusion as she tried to make heads or tails of the 'twins'. Fluttershy sighed.

"Uhm Pinkie..."

"Hmm?" She was untangling her mane which somehow got caught in the treats she was 'preparing' before the group had showed up. Grace was definitely sure that this was the Element of Laughter because she was busy trying not to laugh. Night Shade just felt confused.

"Can you keep a secret? Like a really, really big one?"

"Hmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm, nope!" All three did a double take.

"Why not?!" Fluttershy's shy attitude forgotten.

"Secrets are no fun if our friends don't know!" Of course, the pink mare would think that.

"Oh but they do, well, Twilight doesn't but there is a good reason for that."

"Is it a surprise party?!"

"Um, no. But most of our friend's know. Now will you keep it?" The pink mare tilted her head to the side.

"Um, okay as long as Twilight eventually knows."

"Deal. Oh and you also have to Pinkie Promise not to scream or yell or hurt anypony..."

"You silly filly! I would never do that, you know that Fluttershy!"

"Right...So this is Saving Grace."

"Pleasure to meet ya Pinkie!" The pink mare shook her hoof and then instinctively turned face to the other pony.

"And this is Night Shade."

"Hi!" He offered his hoof and she shook it, but the second she touched the hoof she gasped.

"Guy's did you know he is a changeling?!"

"Uh, bu..." Night Shade stammered at a loss for words.

"How did...-" Grace was interrupted.

"Yes, but how did you know?" The pink mare smirked upon hearing this.

"Duh! Just feel his hoof, it's all different and feels exactly like them from the invasion. But you’re nice aren't ya?"

"Yes?" The pink mare smiled.

"Pinkie! How did you just know? I mean yes he's nice and that's what we were getting at but you’re not even freaked out?!"

"Nah...I mean he's just a wittle changeling and if he was going to hurt us, he would have done it already. Plus you all don't look like you’re mind controlled..."

"Oh. So you will keep his secret? He really just wants to make friends!" A loud gasp was heard from the pink mare as she shot high up into the air. "Uh oh...Pinkie? No party!" Her hair deflated and she slumped down onto the floor.

"Why not?! Everypony or changeling loves a party!"

"Because, we need to wait until Twilight knows." Grace cut in.

"Then let's go tell her you sill-"

"Pinkie!" Fluttershy blurted out.

"Yeeeeeeeeeees?"

"Do you remember the Changeling Invasion?"

"I was there! Duh!"

"And you remember what the queen did?"

"Uh huh!" Her happy demeanor never wavering.

"And do you remember who she did it to?"

"Uh-Ohhhhhhhhhhhhhhhhhh, you think Twilight would still be mad?" An innocent question from a silly mare. Deadpan stares was all she got. "Really mad?"

"We think that we should reveal Night Shade slowly. And even though Twilight has more of a level head than most of us, she might have an ... emotional connection to what happened. Um, did that make sense?" Pinkie nodded her head.

"Okay, no party for now...But no one escapes a Pinkie Party. NO ONE!" She hollered. The changeling colt was not scared or frightened in any sense of the word, he was far too confused to feel any of that.

"Uh, are we friends now?"

"Hmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm, okay!"

"Cool..." He wasn't quite sure on being her friend but she was at least acting nice.

Then she gasped again. "I forgot to give my daily hugs!"

"What?!" Fluttershy just rolled her eyes but Pinkie was being quite serious. She ran up to the shy mare and gave her one bone crunching hug, then she did one for the filly and finally the changeling. He burped in response.

"That tasted kind of like...Uhh...It tasted weird!" Pinkie blinked in response and groaned.

"Ewwwwwwwwwwwww, did you taste my love mister?!"

"Yeah, so?"

"Well give it back! I need more for my daily hug schedule!" The pink mare demanded.

"Pinkie I don't think-"

"No I need all the love I can get, I also need some to bake my cupcakes!" Just the very idea of baking food with an emotion was absurd, yet she was talking in a very serious manner. Could food be baked with love? The very emotion that he pretty much needed to survive. He shook those thoughts aside and figured that if it was true then it would be like over stuffing himself.

"Uhh...too bad?"

"Too bad?! Too bad?! Listen you-"

"Pinkie!" Fluttershy interrupted with a voice that she only reserved for her.

"Yessssssssss?"

"I don't think he is literally stealing your emotion in the way you think."

"He's not?"

"Yes I am!" He almost giggled when he realized that the situation had become a lot less serious.

"See!"

"No, you still have plenty of love to give." And to prove her statement, she then pulled the mare in for a hug.

"Well, okay...but no more taking my love!" She declared and dashed off to hug everypony in the town.

"...I'm still gonna." He muttered.

"So is Pinkie-" Grace tried to get out, but was interrupted.

"Yes, Pinkie, is always like that." Fluttershy admitted.

"Ahh, okay then. Now what?" Night Shade asked.

"Now I think its time I head home. You two are welcome anytime like I said, but I need to take care of a few of the larger animals."

"Alright, thanks again Fluttershy! We need to check on the campsite though." They both nodded and left the mare to her own business.

They walked back in silence with the changeling grinning from ear to ear. When they arrived, Night Shade donned his original appearance and took a seat to rest. Grace was about to join him when she heard hoof steps from behind.

"Changeling..." There was no mistaking who it was from, Twilight Sparkle. Grace had no chance to respond or even turn around before a burst of purple colored energy was shot down at Night Shade as he barely dodged from left to right.

"Stop it!" Grace tried to yell but Twilight got between her in a defensive stance.

"Stay back Grace!" One final shot was targeted at the colt changeling and hit him dead center. The colt cried in agony and was knocked unconscious. Twilight turned around feeling relieved that the changeling was taken care of.

"Are you al-"

"What the hay is wrong with you?! You think you can just attack a helpless colt just because he's not a pony?!" Grace screamed and immediately ran over to check on Night Shade. Twilight was already shaking aside from the filly’s comments and stepped forward. "No! You stay back, you've done enough already!" Twilight did in fact stand still and waited for the filly to check on the condition of the colt. Twilight was unsure why she was even allowing her to do this, but she figured that it seemed like the right thing to do. Grace nodded and turned her head back to Twilight. "You!"

"Me? Grace look he's a-"

"Yes, he's a changeling. He's also my friend, no my best friend! You know for somepony who studies friendship you got an awful funny way of showing it! I showed off Night Shade to each of your friends and guess what!?"

"W-what?"

"They gave him a chance and liked him! Did you give him a chance, did you even think before hurting him!?" Twilight did not nod or shake her head, she also really did not feel like talking. "Your friends are the real Elements of Harmony! Not you, you're a- why you're just a big bully!" Grace spat the words out feeling every bit like the bully she was accusing her of being, but she couldn't help herself. Night Shade was hurt and it was Twilight's doing. "Leave!"

"Gr-"

Grace walked up to Twilight and narrowed her eyes in what she hoped was a threatening manner. "I said leave!" Grace had already turned her back to Twilight, the mare hesitated but was gone after ten seconds of waiting.

It took several hours of hugging the colt for him to wake. That was another thing they had learned with their time together, love could be sensed even in his sleep. "Grace? Wha- Why did she..."

"Forget about her, Night Shade. Are you alright?"

She waited while the colt looked himself over, but they found no other injuries with the exception of the one on his chest. She had bandaged him up the best she could. During the minor procedure she had contemplated on visiting Fluttershy, but thought better of the plan with Twilight still on the loose. "Yeah I guess I'm good...she really doesn't like changelings huh?"

Grace's voice was caught in her throat a few times but she managed to utter out one word. "...No."

"It’s not so bad, Grace."

She looked up and gave him a very knowing look, the kind where she knew that he was lying.

"Okay, it does seem bad..."

"We need to go to Fluttershy's!"

"Now?"

"Yes! Twilight might tell the guards on you or something! Get that disguise back on and hurry!"

Night Shade sighed but donned his new disguise while the two ran from the campsite, not looking back. If both had found themselves inside of a certain library, they would have been perplexed to find a certain mare who seemed almost soulless. If they were inside Twilight's library, then they would have found a mare who wanted to cry, who wanted to scream even, but was doing nothing but staring off into space. If Grace had found herself inside that very library, then she would have not found a bully or somepony she wanted to hurt, no, she would have found somepony to pity herself. If Night Shade had found himself inside that library, he would have found the same.

Why Are We Ponies?

Twilight Sparkle stood alone in her private study ( or her room as most called it ) staring off into space. It had been only ten minutes since she had sent an emergency letter to the princess and already she was feeling emotionally drained.

Please, I need your help princess. Come as soon as you can

Normally Twilight would feel horrified with herself for not even bothering to sign the letter, but to her that didn't matter. Nothing mattered to the mare that was deemed the Element of Magic. Just thinking that she was an element of anything that related to harmony sickened her now. The world hardly mattered, even the flurry of hoof steps that were obviously belonging to royal guards just outside her balcony. Even the princess did not matter, sure, she knew that the princess had just entered her room through the balcony, but she did not feel like looking up.

"Twilight! I came as soon as I...could?"

"..."

"Are you hurt?! You said it was an emergency!"

"..."

Celestia looked back at her guards who simply shrugged. "Twilight? TWILIGHT SPARKLE!"

This time the unicorn jumped and looked around. "S-sorry princess I-"

"Are you hurt?" She asked in concern.

"No."

"Is something wrong with Ponyville or your friends?!"

"No."

"...Twilight Sparkle, I demand as your princess that you tell me what is-"

"Celestia?"

"Y-yes Twilight?" She had rarely known her student to ever call her by her first name in private.

"Are we so closed minded as a species that we have to see an enemy race as nothing but an enemy?"

"I don't, um, what?"

"I attacked a changeling today." Every statement that Twilight spoke with seemed cold, and she showed no emotion.

"D-did it attack you first?"

"No."

"Was it working with other changelings?!"

"No."

"Was it even trying to steal love or pose a threat or-"

"No! I just attacked him and he was just a colt, he looked barely old enough to be any older than Rarity's sister!"

"I see... and are you certain that he was not with other changelings or attempting anything like the other changelings?"

"I'm certain, I-" Twilight stopped talking when her voice was caught in her throat as she tried her best to choke down her own tears.

"Twilight, you are to find this changeling and apologize."

"But-"

"No, you will apologize. I don't know anything about him but if he was trying some sort of friendly approach to us ponies then it is our duty to show him kindness. After I get all the facts you will be punished for using your magic on an innocen-"

"Innocent?! Was it innocent to attack my brother’s wedding?!" Twilight stood off her chair and stepped forward as she advanced on her teacher.

"No Twilight it-"

"Was it innocent to nearly tear my friends trust apart, including yours?!"

"No-"

"Nopony even apologized to me! I was right, ha! And nopony, not even you apologized when everything was fixed! You think it's easy pretending everything is fine when it wasn't?! To get lectured by my teacher and friends for doing what was right? Changelings nearly wiped out our capital city and nearly they..." Twilight could not finish her sentence, she had backed up the alicorn into the corner of her room as the guards stood by, too shocked to do anything. The mare broke down crying. Celestia wasted no time in scooping her in for a near bone crunching hug.

"Twilight listen to me. First off I want to say I am sorry, I suppose we all overlooked that big detail. I am truly sorry and it was your instincts that saved us all." There was no response from her as she kept on crying. "But why are we ponies Twilight?"

"Huh?"

"What have I taught you over the years?"

"I- d-d"

"Deep breaths first. In and out." It took a full two minutes to calm her student down but she eventually stopped sniffling.

"I don't understand."

"Well it should be simple. Love, tolerance and harmony are the basis on which our society was founded. Now I don't know all the facts on this changeling... where did you find him and was this his first approach to our town?"

"It’s a long story."

"I have time my dear student."

So Twilight told her everything she knew about Saving Grace, the campsite and the changeling. "I think it’s just those two living together, Princess."

"I see. Well my order still stands, Twilight. You will march over there and apologize. I will wait here and when everything is settled, I would like to speak with this changeling myself. Understand?"

"But what if they don't listen?"

"I believe you can make your friends listen, you did after all say they had befriended him, according to this, Grace, right?"

"Yes, okay, Princess. And I'm s-"

"No, I'm sorry, Twilight, for not seeing if you were okay after the invasion was over with. I'm sorry from the bottom of my heart." Twilight smiled.

"I love you, Princess..." She blushed while saying it but felt it was a good of time as any.

"I love you too, now go!"

Twilight wasted no time in running as fast as her legs would carry her, after a bit she began to teleporting in order to speed things up before finally arriving at her friend’s cottage. A few knocks on the door later and she eventually came face to face with Fluttershy.

"Oh, um, hello Twilight."

"Hi Fluttershy, are they here?" She asked in a quiet voice.

"Yes, but they don't want to see you."

"I- Alright, can you just tell them that I'm truly sorry?"

"I can, but Twilight why did you attack?"

"I thought, well, Fluttershy did I ever tell you girls how I felt after the invasion?" She slowly shook her head but was starting to understand right away. "I felt hurt, only Applejack apologized but the rest of t- no the rest of you girls barely said anything when it was all over."

"So you did that to feel better-"

"No! I was just scared okay, I guess I'm afraid of changelings..."

"Because of what they almost did to your life?" Fluttershy finished with an air of sympathy. All Twilight could do was nod her head in shame. "I see. Well... In that case I may have an idea, I'll just be right back." Twilight patiently waited for the mare to return. She was shocked to find the changeling opening the door with some of his magic and shutting it leaving them both alone. Night Shade could literally taste her shame and disappointment it tasted like...

"Blueberries!" Twilight stepped back in shock and confusion.

"I- W- What?!"

"Your emotions they taste like blueberries." He replied and giggled after licking his lips a few times. This was quite literally the last thing she expected to hear.

"O-okay, good... Um." Twilight stammered but could think of no other reply.

"Hmm."

Twilight tried several times to say her apology in a calm manner, but eventually she knew that another approach was the only way.

"I'm sorry! I'm sorry for hurting you and I'm sorry for attacking first and not talking it out and... I'm sorry..."

The changeling burped in a response and smiled. Twilight was unsure what emotion to feel, anger for not being taken seriously, sadness for what she did, or happiness for obviously being forgiven? "That... tastes so good! It was like that ice cream stuff that Fluttershy gave me only with anger on top!" Twilight blinked a few times in response. "Oh! Sorry, Fluttershy explained to me that you were afraid of me cause of what happened at the invasion and well she made it sound better, but anyway.... I forgive you!"

"You do?"

"Yep, as long as we can be friends?"

"...Yes! I would like that- Oh! Um, do you want to meet the princess cause she wanted to talk to you?"

"Is she gonna ban me or something?"

"No, in fact she was the one who told me to apologize to you."

"Can Grace come?" Twilight nodded and was soon joined by a very angry Grace.

"I have some demands if we are gonna see the princess!" She stomped and angry hoof on the ground. Night Shade then whispered into Twilight's ear.

"Please, keep her angry, it tastes sooooooo good and I never get to see her like this!" He then smiled and joined Grace's side again.

"Alright Grace, and I want to say I'm sorry."

"Fine. Number one, you do not get to be in the room with the princess."

"Okay..."

"Number two, no casting spells anywhere near Night Shade."

"Right..."

"Number three, Fluttershy has to be with us at all times."

"Oh I don't think I could- Eeep!" She was gathered in Twilight's magic and gently placed outside of her cottage right near them.

"Good. Let's go!" Her voice instantly changing from pure anger and hatred to her normal self. The changeling groaned with his 'meal' flow stopping.

Bowing seemed like the proper action when they stood in front of the princess so the young changeling did just that, sandwiched in between a bowing Fluttershy and Grace.

"Rise my little- Well, please rise there is no need for that." So they stood up and waited. Grace would be lying if she said she felt uncomfortable while under the princess's gaze. Night Shade however furrowed his brow and groaned causing the princess to turn her attention to him.

"I don't get it!" Celestia opened her mouth to respond, but then realized that she had nothing to say. "Why can't I taste your-"

"Night Shade! Stop obsessing on food!" Celestia smirked when she finally figured it out and cleared her throat.

"It is alright Saving Grace, I'm well aware of his race’s... affinity for tasting emotions. I'm not offended. How long have you both known each other?"

"A while, your highness..." Grace squeaked out.

"I see. And he is your friend?"

"Yes."

"And you trust him?"

"With my life." She replied without hesitation.

"Very well. Do you trust him, Fluttershy?'

"Yes, I do. He's very friendly."

"Then that is enough for me. Welcome to my kingdom, Night Shade."

"Uh, thanks?"

"You’re very welcome. Twilight, however has informed me that you two are living on your own?"

"Yeah-" Night Shade was interrupting by a loud snort from Grace. It did not take a genius to know why she did this, Celestia knew.

"Saving Grace, what my student did was my fault."

"...What?"

"When the changeling invasion happened, it was Twilight in the end who saw through the queen’s act even when I and her friends doubted her. We never once apologized-"

"Except Applejack." Fluttershy interjected.

"Right, except her and I failed to see how much that hurt Twilight. When she saw Night Shade, she must have panicked with her worst fears coming to the surface. The fear that everything she knew was to be in danger again. So I'm sorry to both of you, but please do not blame Twilight or throw away her friendship."

"I-I'll try princess." Grace stammered out.

"I already forgave her! I just want more anger..." Muttering the last part.

"I'll see what I can do about that, Night Shade, but we have another issue. Grace, are you both actually living on your own, outside?"

"Yes but-"

"Well we can't have that." Celestia decided while turning to Fluttershy and disregarding the filly’s protests.

"But we're happy this way!" Grace practically screamed, the princess glared down at her but kept her expression mostly neutral.

"Princess, I do believe her and for what it’s worth I told both of them that they are welcome at my cottage anytime."

"Be that as it may, I still cannot leave two children unattended or unguarded. And I'm sure that Night Shade would have a better future if he was enrolled in school, wouldn't you agree Grace?"

"...I guess. But what are you saying?"

"Well, not saying much. Fluttershy, would you agree to be their legal guardian?"

"I, erm-" She looked over the two, Grace smiled and as did she. Night Shade simply shrugged and waited. Fluttershy then remembered the moment they shared and had already agreed to take them in before. "Yes, I would be very happy to be their guardian."

"Wonderful and I'll talk to Twilight about schooling for Night Shade if the local school disagrees with him. As for Grace..."

"I can go to school if you like, but-"

"But, I sense a wonderfully creative mind and Twilight did praise you during our talk. Perhaps you can help her with her private studies that come directly from me? You could go far and I sense that although the local schooling system would be sufficient... this might be more akin to actually teaching you something?" Celestia finished with a smirk and a knowing smile along with a wink that only Grace caught.

"That sounds good to me!"

"Excellent, then I think this might call for-"

"A PARTY!" Pinkie Pie sprang up, seemingly out of nowhere but in reality it was from behind Twilight's couch. For a little while nothing was said, Celestia looked almost shocked that the party pony was indeed hiding this entire time, but then a loud audible burp was heard from the smallest in the room.

"Cotton Candy?" They all giggled except for Pinkie who for once during a joke looked confused as anypony.

Author's Note

The Epilogue does explain what happened with Fluttershy's family by the way in case anyone was wondering. I still cannot believe that no one called me on it.

Epilogue: Confessions and Plans

Five mares, one dragon, one changeling, four fillies and one stallion sat on the other side of the library in silence. Every once in a while Shining Armor would steal a glance at the changeling, but otherwise remained quiet. Fluttershy stood on the other side as she tried to desperately say something, but every time she opened her mouth she mumbled. They all waited patiently for her to speak. Night Shade even had his mouth shut, choosing to ignore the free flow of emotions in the room over listening to his new caretaker.

"Okay, um, hmm..." Fluttershy hummed nervously. She was grateful for her friends and their friends being so patient but she knew that patience could only go so far.

"Go on sugarcube, if you got something important to say then we're all ears."

"Yep, Dash's ears are listening 100%!, Dash cheered, but both mares already knew what she was going to say. It didn't stop Rainbow Dash from giving Fluttershy an encouraging smile. The rest just smiled too and for once Fluttershy felt she could talk without stammering or apologizing or even stopping.

"Okay, well it took some encouraging from a brave little filly," she pointed to Grace who smiled, "to admit something which I've never really talked about in the open before. Rainbow Dash knows as well, but I didn't feel right telling you all until now. Because I just did not feel like it mattered until now. But families are important." She paused and saw several of them nod. "My f- my ex family didn't appreciate me or who I was. My parents are just that, guardians. Or were my guardians but that does not mean they loved me." For a few seconds Fluttershy did not know how to keep going as she saw almost everypony in the room gasp or look on in shock. "But I've been blind these last few years in Ponyville. I knew that Rainbow was part of my family, but it took these two to make me realize that all of you are my family." She was about to say 'right', but shook her head and waited. Then a tackle came, followed by several more. By the end of it the only living creatures not hugging her were Night Shade and Shining Armor.

The stallion and young colt looked at each other and said the same thing. "Ew..."

"Of course we're your family, sugarcube."

"Yeah you silly!"

"I can't imagine my life without any of you in it, even Rainbow..."

"Hey!"

"Fluttershy, were you scared that we wouldn't want you in our family?" Twilight asked.

"...Maybe."

"Well you don't have to worry about that anymore. You'll always have a family with us."

Fluttershy smiled and each pony and dragon awkwardly left her side. Sweetie Belle decided it was a good time to try and talk to Night Shade again.

"So um, hey I'd-" Night Shade smiled and then fainted once more. "Why does he keep doing that?!" Rarity laughed.

"I'll explain it when you're older dear. He'll be fine right?" She asked Grace.

"Define fine, I don't think he's ever been normal if that's what you mean.."

"So Twi, ah always thought your first student would be a unicorn. Does it feel a bit weird to be teaching an earth pony?"

"Oh not at all! Earth Pony magic can actually go amazingly far. It's not as direct as unicorn's, but I sense she has discovered quite a bit about it with her talents alone. I think she only just scratched the surface of what she could build! Heh, I guess I'm excited."

"No arguments there."

"So now what?" Rainbow asked looking bored.

"We can test out my new invention!" Grace announced.

"What is it? Ah carriage?" Apple Bloom asked.

"A music player?!" Sweetie asked with her voice squeaking loudly.

"Something stupid?!" Scootaloo asked while getting a scowl from Rainbow.

"No, I call it an Automobile!" She pulled a lever and the very complicated, metal looking carriage sprung to life. Spewing out black smoke from its copper colored exhaust port. Grace beamed while the others simply looked on in confusion.

"Confusion?" Night Shade said while waking up. "That tastes terrible!"

Author's Note

Uh oh, did she just start the Steampunk Age?

Well that is it. Thank you for sticking around this story and giving it a chance. I'm sorry that the Epilogue did not really lead to a sequel. I suppose one day I could do one, but I really have other things to work on. Still I always appreciate comments.

Now What?

Night Shade woke before Fluttershy or Grace, yawning he stretched his limbs. He looked around just as the sun was rising and sighed. "Now what?" It had been his dream to make friends with a pony and be invited into their home, it came true. He just wasn't sure what that meant exactly. He looked over at Grace's sleeping form, Fluttershy had insisted they use her bed while she slept downstairs. He wasn't sure what the big fuss was about, if Fluttershy offered the bed then why would Grace argue? It made no sense to him. He debated on if he should wake her, in the end he figured the usual manner would work.

"...HEY GRACE!" She bolted upright and groaned, she knew exactly what had happened before most of her brain could comprehend her surroundings. Looking up she saw exactly what she had expected, a young changeling licking his lips and sighing.

"Enjoy your breakfast?" She said in a sarcastic manner. He smiled widely.

"Tasted great!" Then he frowned. "Um, Grace?"

"What? I'm not getting mad for you again just so-"

"No, it's just...what do we do now?"

"What do you mean?"

"We're in Fluttershy's cottage, now what do we do?" She giggled.

"First we wait for her to wake up, and then do whatever she want's I suppose...oh crud." She groaned.

"What?!"

"We can't send you home in the day, well I guess you could just take my form later...we'll figure it out..." At this Night Shade looked confused.

"Well, why not? We're friends with Fluttershy now, we can't I be friends with others?"

This was something that Grace was worried about. He had a kind heart and a truly innocent one at that, in short he didn't get it. To her what happened with Fluttershy last night was astonishing, the fact that she even trusted Night Shade was amazing too. She hated to admit it but most ponies were scared of their own shadow when it came to change. "Well, we should talk to Fluttershy first. I bet she can introduce you to all of her friends!" Except Twilight for now. He pondered this and smiled.

"Alright, well I'm still hungry so be right back..." She smiled and nodded but quickly realized her mistake. Dashing downstairs she sighed in relief to spot Fluttershy's waking form. He groaned however.

"Oh, good morning you two. Did you sleep well?" They both nodded.

"Can I see your friends now?" He beamed, Fluttershy looked on in bewilderment. Fluttershy turned her head to Grace who simply replied with a sheepish smile.

"I suppose I could introduce you to a few of mine...but first I need to get you both some breakfast and feed my animals." They nodded, she then stretched and left for the small kitchen area. Breakfast was a simple bowl of cereal and milk for each. Grace and Fluttershy ate happily while Night Shade poked and prodded his bowl.

"Oh, um, do changelings eat food as well?" Fluttershy tried her best to phrase it carefully, having witnessed the young colt's manners and method of eating from the night before.

Grace whispered into her ear. "Yes, he's just cranky cause he got a bit of anger emotions this morning from me which is his favorite. But, before he could scare you awake, you beat him to it." Night Shade rolled his eyes.

"...I heard that."

"I know, please eat though." So he did, still lingering on the idea of more anger but it never came.

"So, what should we do today?" Grace questioned. She honestly wanted to ask Fluttershy about her deal with her parents but thought better of it on their bright morning.

"Well, first we can feed the animals. If you two want to help?" They nodded. "Wonderful! With you both it should only take half the time. Oh and I was hoping to visit my friend Rainbow Dash and watch her new tricks today..." Fluttershy kept her smile but turned to Grace as she sighed. Night Shade as young as he was got the message.

"This Rainbow Dash isn't going to like me huh?"

"No, no, no, no, no! I just need to talk with her first, she'll understand. But sometimes she can be a bit rash." He tiled his head to the side but said nothing. He figured he had a 50/50 shot of not being turned in.

"She won't turn him in or anything right?" Grace questioned, Fluttershy paused and stared off into space while she imagined the infinite possibilities.

"No, I'll make sure of it but just to be safe, we better hide Night Shade while I talk to her but let's worry about that when the time comes." Night Shade wasn't convinced but he decided to help his new piece of family feed her animals, birds excluded. They were simple jobs, Night Shade used his unicorn magic to help speed them up, Levitating bags of feed and other things like hay. By the time they were finished, he felt exhausted yet Grace was still smiling away. He grumbled.

"Nothing ever makes you tired does it?"

"Just you!" She giggled with her response and he had to admit it sounded funny.

"Right then, are you ready to meet Rainbow Dash?" Night Shade felt hesitant. Still, he figured that hiding was a full proof plan. Even if she freaked out, she wouldn't be able to find him. He nodded.

Night Shade had found a simple bush to hide in while he watched a rainbow maned pegasus fly about and do tricks. Grace and Fluttershy cheered her on after introducing themselves. After a while the tricks died down and he saw Fluttershy talk to the pegasus. She listened for a good while before nodding and tilting her head to the side, finally she conceded in her thoughts and smiled at her after saying something else. Fluttershy smiled back, and then immediately pointed in the direction of his bush. He froze up while panicking in his mind. He gave a silent prayer after closing his eyes and when he opened them, she was gone. He sighed in relief.

"Sup?" Practically jumping out of his chitin, he angrily glared up at the mare he had been watching, Rainbow Dash. "Boy, you should have seen you, hilarious!" Emotions washed over him from the mare, ones of happiness. But he knew why she was, and what she was doing. He hissed.

"That is not funny!" Grace heard this after walking over and giggled.

"Like how it wasn't funny when you woke me up this morning?" He had to admit that she had a point, he just wished that point had come later.

"So, you are a changeling..."

"And?"

"And you're looking for friends right?"

"Yes..."

"And for a trainer right?"

"Yeah- Wait what?" He questioned, she was smiling with pride.

"Well with those wings of yours I figured you could use a coach to teach how to really fly!"

"I know how to fly just fine." She paused but then smirked again.

"Oh really? Can you do this?" She shot up straight into the air and circled around several times in a few loops. She then finished off with one last corkscrew and landed gracefully in front of him, he was speechless for a while.

"No, I um, can't do that." He admitted with a sense of regret.

"No problem! I can teach ya! This is gonna be awesome, I now have two students! Scoots is gonna freak!"

"But, why teach me?"

"Because that's what friends and family do for one another, Night Shade." Fluttershy walked over having heard the gist of their conversation. He smiled.

"Cool! Okay, I got two friends now- wait Grace is a friend...So three!" They all giggled for a while and then he paused and looked back at Fluttershy.

"Can you show me to your other friends?" She smiled and nodded.

"I think so, but maybe Rainbow Dash would like to come along?"

"Sure, who's next on your little friend quest?" She giggled at her own joke.

"Well, I wanted to save Twilight for last because of, well you know." She nodded, Night Shade shrugged at that figuring it had something to do with the invasion on Canterlot.

"What about Applejack?" Dash offered. Fluttershy pondered this for a while and nodded.

"Sure, would you like to meet Applejack, Night Shade?" He nodded eagerly but it was Dash who responded to their first issue.

"Uh, not that I don't trust the little guy but...won't others not be so forgiving Fluttershy?" Dash whispered into her ear and she knew exactly what she meant. Fluttershy then had an idea, it was a small one but she reasoned it would last Night Shade until they made it to Sweet Apple Acres. She returned from her cottage with a very large hat and placed it on his head.

"Night Shade, would you please change into Grace's form?" Looking confused, he shrugged and then obliged. "There, they look the same but at least now he looks like her little sister."

"Perfect! Also that green fire thing you did was pretty cool kid!" He beamed.

It was a short trip the apple orchard, thankfully nopony had bothered them. Rainbow Dash found their friend bucking apples with her little sister. She was about to explain what was going on when the youngest spoke up.

"Hey! How can there be two of ya?" Apple Bloom pointed to the two Grace's, they gave each other uneasy looks. Just then a small unicorn strode up and stopped to examine everypony. Night Shade turned around to spot the form of Sweetie Belle, his disguise instantly faltered and then failed entirely. Applejack, Apple Bloom and Sweetie Belle looked on in shock. Rainbow Dash and Fluttershy were about to explain the situation when two of the three child ponies screamed.

"CHANGELING!" They said in union. Apple Bloom began scrambling on her hoofs but was quickly shoved behind her bigger sister while she took up a fighting stance. Sweetie Belle was frozen to the spot, as was Night Shade.

"Applejack, calm down." Applejack looked up to find Fluttershy hovering above them all, talking in an authoritative tone. This caused the cowpony to stop and stare, was her timid friend of all ponies actually acting this way?

"Calm down? Fluttershy, it's a dang changeling, they are dangerous!"

"He isn’t, will you just allow us to explain? Also, Sweetie Belle please come over here." The unicorn hesitated but nodded. Applejack looked over at Night Shade who had remained indifferent the entire time, she then noticed the colt turn his head to Grace who returned with a warm smile.

"Alrighty, explain Fluttershy. And we want the truth!"

Fluttershy smiled and nodded, she had never felt more eager in her life to not stray from the truth. Applejack and the two Cutie Mark Crusaders listened without question, when the story was finished Applejack did something unexpected. She walked up to the changeling and paused, while circling around him a few times. Night Shade could taste something, but it wasn't fear just curiosity maybe. Finally she spoke up.

"Alright, ah can be your friend if that's what you want youngin." Applejack offered her hoof, he accepted it without hesitation much to the shock of the two crusaders. Apple Bloom shook it off and introduced herself, he laughed nervously knowing full well that he had already met them. But then the unicorn strode up and offered her hoof.

"Um, my name's Sweetie Belle and I would love to be your friend!" The smile, the blush and the energy. It was all too much for him and he promptly fainted in front of what he assumed was the love of his life. Grace could only utter one word, to the shock of the rest of the pony’s reactions to his reaction.

"...Buck."