Chapter 3

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I struggled with my mind, fighting against the haze and deliriousness that came with a lack of nutrition and a long night with friendly company. A rather pleasant dream of a purple Unicorn was slipping from my mind already, even though I prayed to whatever forces built this land to let me sleep for just five more minutes.

Half-formed thoughts flew through my head, ranging from the duties I didn’t have to perform today, to snippets of my conversation with Twilight from the previous night, to how delicious feeding off of even minor affection would be right now.

I have to feed. Soon.

I gave a rather large sigh, cracking open a chitinous eyelid, and immediately regretted it. I may have woken up in my fair share of houses and beds in the morning, but I was an underground creature by nature, and sunlight was not very high on my “Lovely Things to Wake Up To” list. The blinding light streamed through the large window above me, and the second the pain of the bright sun struck my highly-sensitive eyes, I knew that there was no way I could fall back asleep.

Even though I resigned myself to having to fully awake, it was a hell of a struggle to get my legs moving, as the temptation to just leave them be was strong with my tiredness. I had to consciously think about moving the muscles, lifting one leg and placing the hoof on the floor, twisting my torso, and moving another leg in my slow climb to my hooves. While Twilight had graciously offered me her bed for the night, claiming that the couch was fine with her, I declined in favor of the floor. Soft things didn’t hold the same sense of familiarity as the dirt of my hive... my former hive, I reminded myself.

A pang of homesickness swept through me, and the full force of the realization that I would never see my brothers again struck me. However, it was quickly thrown to the back of my mind when a rather powerful shudder of hunger hit my mind.

Fooood.

I didn’t have a stomach, but I’m sure it would give a loud rumble if it existed.

As I stood up on all fours (albeit a bit wobbly), I braved opening my eyes again, making sure I was facing away from the window. To my surprise, I saw the Unicorn still sleeping on her bed, wrapped up tightly in her sheets and blankets even though it must have been near mid-morning for the sunlight to reach me from the ground. Another thing we shared, then; a fondness for sleeping in.

I looked to the empty basket at the foot of her bed, thanking Spike for not being here, as mean as that sounds. Twilight had brought Spike to her friend Rarity’s so he could spend time with Sweetie Belle (who he apparently had quite the crush on) after making him swear to keep my existence a secret, under the threat of never getting a single gemstone ever again.

Seeing the pony brought our time spent together into a more focused view, and I could now recall most of last night. We had talked for well over a few hours, and both learned much about cultures we had both been warned against our entire lives.

Twilight had learned facts of my hive, though I was loathe to surrender the intricate workings of our society, like our military specs. The majority of my trust she may have had, but any information that could have been used against my brothers in a war was kept under lock and key. I also shied away from the more probing questions, such as the fates of impersonated ponies, and it was understood that such sensitive topics were not ready to be accessed at this early stage of our relationship. It was a common misconception that Changelings could feed off of all emotions, as opposed to only love and its close relatives, and along with that myth, I had debunked a host of others she brought forth.

She seemed rather interested with my natural form once she had gotten over most of her fear of it, and though I felt rather uncomfortable being observed so thoroughly, I found myself admiring her thirst and passion for knowledge. Ranging from why my eyes were teal, to the purpose of my fori, and all the way down to a Changeling’s reproductive system, Twilight’s scholarly inclinations knew no shame. Sketches were drawn, notes were taken, and she even tried to bring me to her basement so she could “monitor my brainwave patterns,” or something like that, but getting strapped into a machine was where I drew the line.

For me, Twilight shared more personal information about herself, from her tutelage under the Princess to her relationship with Spike and her friends, as well as general facts about the town, its history and surroundings. The Unicorn turned out to be a very friendly pony, miles away from the mare that had eyed me with distrust from the top of a staircase only hours ago. She was extremely intelligent, very driven, and modest to a fault. When asked about her more outspoken accomplishments, such as becoming the Element of Magic, she had become rather timid, always insisting that there was somepony else that deserved just as much credit. It was a rather endearing trait, to be honest.

Throughout the night, I could feel her emotions towards me gradually shift from fear to something like... respect. Acceptance. It didn’t alleviate my hunger, but it did bring a warm feeling to my chest.

The sunlight beat down on my back, but the glassy chitin covering it was resistant to heat. It ended up creating a rather heavenly condition in Twilight’s bedroom, and I forgot all thoughts of anything except enjoying the moment. It may have been my lingering exhaustion, coupled with the lack of feeding, but I think I fell asleep sitting upright.

“Gah!”

The sound of sheets ruffling, a surprised yelp, and the thud of a pony hitting the floor awoke me from the dream-like state. I blinked awake, though my eyelids refused to stay open for an extended period of time.

Twilight must have rolled onto the floor after she saw me. Understandable. Waking up to a Changeling sitting next to your bed must be an experience.

“You okay?” I asked in a slurred voice.

Her head poked out over the lip of the bed, her mane tangled and covering one eye. “Yeah, I’m fine.” She muttered, rubbing her head.

I nodded apologetically, slightly embarrassed for forgetting myself.

I let my eyes linger on hers for perhaps a moment too long, for she blushed slightly and looked away, standing up properly as she did so. I did the same, minus the blushing, of course.

Silence. There was really nothing except that in the stuffy, slowly-becoming-uncomfortable room. I looked, unseeing, at the shelves of books, trying to think of something (anything!) to say that would lessen the palpable feeling of awkwardness in the room.

Well, breakfast is what normally happens right after waking up. And even if I can’t eat it, pony food still smells fantastic.

“Should we-?”

“Want to-?”

Both of us had turned to the other, and we started and stopped simultaneously. Our ears flattened, and we again looked away.

“What were you going to say?” I quickly rebounded, not wanting to let the same thing happen when she undoubtedly went to ask what I was going to say.

The hoof that had been rubbing her head was now scratching at the back of her neck, and she swallowed almost audibly before answering. “Well, I know you can’t eat it, but I’m pretty hungry, so if you want, we could go downstairs and make something to eat?”

I smiled at her, laughing silently. “You read my mind. After you.” I motioned towards the stairs with my head. She returned my grin and moved for the door. I followed her downstairs, into the kitchen, and watched her start to work on what I presumed was a salad.

“Anything I can do to help?” I asked after a few moments. I wasn’t used to just standing around, and I itched to do something, even if it was menial.

She stopped slicing up a cucumber for a moment, looking around at the assortment of food she had around her. “Um, sorry, but there’s not really much to do with making a salad. Thank you for the offer, though.” She declined with a smile. It looked as though she were almost finished, anyway; there was already an assortment of fruits mixed in with the greens, and as Twilight dumped the cucumber slices into the mix, added a light dressing, and turned to stride towards the table. I followed, moving opposite her, and as she sat down, I copied her.

“So,” She started in between bites of food. “I know that you can only feed off of love and emotions similar to it, and I know you really need to feed, if the way your wings are drooping is any indication.”

I nodded, letting her continue and finish her thoughts before speaking.

“I would prefer to keep all parties undamaged and not have them displaced in the process, which would make this quite a bit more difficult.” She slowly chewed her salad between sentences, pondering and thinking of a course of action that would leave everyone in a winning (or at least, not-losing) situation. “How long did you say you would need?” She looked up at me with foreign eyes.

“That completely depends on the level of love the pony feels towards me. If they were deeply in love with me, maybe an hour, but if it were simply a schoolyard crush, it would likely take a full day in their... (I yawned, stretching my wings and forelegs)... company.”

She nodded slowly, gazing at her salad with a pensive stare. “And that would be enough to completely satisfy you, nothing more?”

I nodded, though she couldn’t see me. “Yes. Any longer, and I would start to become more powerful, which I’m not really looking to do at this point.”

She nodded slowly, and her horn lit up with an unexpected glow. A notebook, quill and inkpot landed on the table next to her, and she immediately set to work, scribbling and jotting notes down. “Well, the way I see it,” She paused to take a bite of her almost-finished salad. “The easiest and most efficient way to go about this would be for you to impersonate me.”

I eyed her quizzically, not sure where she was going with this, but already uncomfortable with the idea.

She looked up at me, probably due to my lack of a verbal reaction. “Think about it; you have to meet my friends sometime, and impersonating me would allow you to break the news of your arrival in your own way. Plus, with five ponies around you, wouldn’t that speed up your feeding process by quite a bit?”

My left wing twittered intermittently as I thought about her plan. “Would you be willing to give up your life for one of your friends?” I asked after a moment.

She turned her head and eyed me very quizzically, clearly put off by the question. “...Yes, I would. Without question.”

There was hesitance in her voice, but it was in regards to the suddenness and purpose of the question, not the answer itself. The absolute assuredness I got from her tone and eyes told me that there was no question as to the strength of her friendship.

“Then yes, your plan would work in terms of allowing me to feed. Sorry for the unexpectedness of the question, but I just needed to know the extent of your love for your friends. If they reciprocate your feelings, and I’m sure they do, then I would probably only need about ten minutes to feed.”

She nodded, assuring me that she was fine with my inquiries, and asked if I had any more. “Actually, yes, I do. How would I go about introducing our relationship?”

“I thought about that, actually. I thought we could simply bend the truth a little bit, and say that you’re studying abroad from Canterlot. It would cover your unexpected arrival, your prolonged time here, and we wouldn’t even have to lie that much.”

“Studying abroad for..?”

“Anything pertaining to Pegasi and magic, really. Cross-species spells, augmentation runes, genetics...” She petered out when she realized I had exactly zero understanding of anything she just said. “Anyway, that can be our story, and once they’re comfortable enough around you, we can find a way to show that you’re a Changeling.”

I thought about it for a while, running through all the possible scenarios I could think of. No plan was perfect, but this one was looking pretty solid. I was sure enough of myself that I would be able to maintain my disguise for less than an hour, and though having five pairs of eyes on me gave me a little pause, I wasn’t unduly worried. Still, there were ways for this to blow up in our face.

My left wing gave quite a large twitch. “We need a contingency plan in case something happens.”

Twilight nodded, her magic making the quill tap idly on the paper. “Did you have any ideas?”

“Well, I’m not sure exactly what you study here, but perhaps you could, for the purposes of this plan, be studying Changelings? It’s a long shot, but it’s better than nothing.”

She shook her head slowly. “No, at the moment I’m looking into the biology of flora native to Draconica, and Fluttershy already knows this. It’ll have to be something else, unrelated to my studies...”

We talked for a while, bouncing ideas off of eachother, brainstorming and refining our current plans. Well, it was mostly Twilight who spoke and organized the major components. I simply threw in little comments and revisions, but it seemed to work out for both of us well enough. After fifteen minutes or so, she seemed satisfied enough with our current plan of action, and I mirrored her feelings.

“Alright,” She started, levitating her empty bowl into the sink behind her. “I think we should be-”

Three light knocks sounded at the door, and all four ears at the table shot straight up and swiveled towards the lobby. We were frozen for the briefest of moments before Twilight spoke, trotting to the door of the kitchen. “Stay here until I come back.”

I nodded solemnly, morphing to the black Pegasus form. She swung the door shut behind her, and I instantly galloped over to it, pressing my ear against the door. As soon as Twilight opened the front door and I heard her gasp quietly, I figured our plan was next to useless. I turned my head towards the ceiling, thinking to myself that fate and whoever sat up above could go eat dirt for making the time spent during the conversation with Twilight circle the drain.

“And just how long were you going to wait to tell us, darling?” A slightly-accented voice chimed. Judging by Twilight’s descriptions of her friends, I assigned the name Rarity to this voice, and the name Applejack to the country voice that spoke next.

“Normally, ah’d call ya’ out for bein’ a little rude, Rarity, but knowin’ how long it took you to tell us about Shining Armor, ah’m on her side, Twi’.”

Shining Armor? She never mentioned...

“Is he here? I think the two of us have to talk.” The tomboyish voice sounded mildly annoyed, to put it lightly, but I really couldn’t assign a name to that one, yet. Not that I was so inclined to, after hearing the barely-contained threat in her tones.

“I am going to kill Spike...” I could just about hear Twilight’s mutter by pressing my ear flat against the wood, and Rarity answered hurriedly.

“Oh, don’t be too harsh on the poor thing, I all but tied him down and forced it out of him once I saw that something was off. He didn’t even hint at it too much, or on purpose, for that matter.”

It wasn’t until now that I picked up on a constant, rhythmic noise that sounded like a cross between a child’s squeak toy and a trampoline.

“Peili...?” Twilight asked nervously, signalling for me to come out.

To be honest, I wasn’t as nervous as I probably should have been, considering that there were at least three ponies outside that didn’t exactly sound overjoyed about my existence. If anything, I was kinda ticked off about the predicament.

Doesn’t matter, just focus on making them like you and you’ll be fine. Can’t be too hard, could it?

I opened the wooden door to the lobby, and through I felt dead tired, I stepped through with my head high and a mild grin on my face. I did, after all, live here, and it wouldn’t do to let others think otherwise. Why should I be frightened in my home?

As soon as I saw the five ponies standing next to Twilight inside the library, a veritable wall of emotions slammed into me, throwing me for an internal loop and making me forget where I was for a moment. I couldn’t even tell you what any of the ponies next to Twilight looked like. I grappled with these alien feelings of distrust, joy, curiosity, downright anger and the smallest twinge of affection, which I instantly latched onto without a conscious thought and tried to drain for sustenance. There were about forty-two other emotions pouring into me, but before I could analyze them I felt a sharp breeze on my face, bringing me back to the physical world.

When my eyes registered things again, I found that my vision was almost completely filled with blue fur. A cyan Pegasus with a vibrant, rainbow mane was right in my face, hovering about a foot above the ground and scowling at me with slitted eyes. The little hint of affection I had sensed a moment ago was gone, leaving me feeling even hungrier than before, and distrust was the most prominent emotion hitting me right now.

As soon as the mare spoke, I knew it was her that had made the veiled threat earlier. In case that wasn’t completely obvious right now.

It was a few moments before anypony spoke, but the sound of soft clop of hooves did register to me. I didn’t glance toward the sound - I never dropped my head or broke eye contact with the intimidating pony who was clearly Rainbow Dash, even though it was my first instinct, having lived under rule of a monarch who was known for her ill temper my whole life. Rainbow started flying backwards suddenly, as she was apparently being pulled back by her tail, though she beat her wings faster and was almost touching my snout once more.

“You seem alright. But if you hurt her, Celestia herself won’t be able to fix you after I’m done.” So saying, she let the orange pony, Applejack, drag her back towards the group.

“Tha’s enough, sugarcube. Jus’ calm down, he ain’t done nothing yet.”

I stared incredulously into Rainbow Dash’s magenta eyes, my brow furrowing in insult and confusion. “Excuse me? And who are you to be making threats like that when this is literally the first time you’ve seen me?”

Hot anger was pulsing through my body, though I really didn’t feel violent; whether I didn’t really have the energy, or I kept enough state of mind to realize that I was hopelessly outnumbered in event of a fight, I didn’t know, but the thought to hurt Rainbow Dash never crossed my mind. This was a verbal battle, and would be won as such.

With a sharp tug, Rainbow tore her tail away from her friend, landing on the ground and walking back towards me. “I’m Rainbow Dash; Twilight’s friend. And I am not going to let you become one of her regrets.”

“Rainbow-” Twilight started, and I could see her take a few steps towards us, but she was paid no heed by either of us.

“Oh, you’re her friend? Why haven’t I heard of you, then?” I lied, though she didn’t know that, or seem to care. Shut up, Peili. This isn’t going well...

At this, she just scoffed. “Really? You haven’t heard of Rainbow Dash, the fastest flyer in Equestria? Why don’t I believe you?”

“And just who, besides yourself, has proclaimed you the so-called ‘Fastest flyer’?” I arched an eyebrow and smirked a little, sure that this boasting mare was digging her own grave for me.

“Wanna take a trip to my house? I’ll show you my wall of trophies and commendations, and once you’re finished gawking, I might even accept your apology.”

MY apology?!

“So if you really are the ‘fastest in Equestria’, you wouldn’t have any trouble beating me in a race, right?”

The way Rainbow stifled her giggles, Twilight’s head dropped onto her hoof, and the rest of her friend’s eyes went wide with disbelief had a small part of me thinking that I may have just signed my own assassination contract, but I didn’t care enough at this moment; teaching this braggart a lesson in being humble dominated my thoughts.

“You are so on. Let’s go, right now.” I followed right behind her as she trotted out the door, cracking her neck and stretching her wings as she went.

“A short sprint, from here to...” I looked around at the sky, finding an odd cloud not too high and not too far away. “That cloud and back.” I finished, pointing it out to Rainbow with my false hoof. She nodded, finishing her stretches and assuming a racing stance. I lined up about a dozen feet away from her, assuming the same position she was in. “Twilight, do you mind?”

I looked to her, on my left, to see her wide-eyed and furiously shaking her head ‘no’. Doesn’t like being put on the spot, does she?

“I’ll do it!” a happy, singsong voice yelled out, and a bright pink Earth pony came bouncing - literally, bouncing - out of the group, stopping between us, and the sound she made as she came pronging over to us was the same sound I had heard before walking into the kitchen. In the time it took her to reach the center of Rainbow and I, she had somehow gotten hold of a starting pistol, checkered flag, and had drawn a chalk line at our hooves.

I’m going to assume that you’re Pinkie Pie. Just as hyper and random as Twilight described. I guess this means that I’ll never know where you got those items from, huh?

“On your marks...!” The enthusiastic mare shouted, raising the flag. I glanced at Rainbow, who was smirking as though she had already beat me, and my anger and burning desire to beat her kicked up another notch.

“Get set...!” Pinkie raised the pistol, and giggled slightly after looking at my cyan opponent. Glancing at her again, she was in the middle of yawning with her wings still by her side. The grin, however, was still stuck on her smug face.

“GO!”

As soon as the pony started to make a noise, I shot towards the cloud, accelerating to my top speed almost instantly. You’ve got this. What you lack in stamina, you make up for in speed.

I felt confident as I got halfway to the cloud without seeing a cyan pony on my right, and turning my head, there was nopony there. Just like I thought; she’s all mouth.

I reached the cloud, stopped short in mid air faster than any pony could've, thanks to my insecticidal wings that were hidden by feathers, turned, bucked the cloud, and shot back towards the chalk line. No sweat -

Rainbow hadn’t moved an inch. She hadn’t done anything, not even extended her wings! It wasn’t until she threw me a wink that she shot off the ground, whipping by me so fast the gust of wind from her flight blew me off course. I stopped flying for a moment, turning to see the Pegasus streaking towards a distant cloud, leaving a rainbow contrail in her wake. She reached the puffy dot in the sky faster than I had reached our original target, and before I knew it, she had turned and was flying back.

I didn’t even have the presence of mind to turn and try and beat her back to the finish. Perhaps it was due to the fact that, by the time I remembered we were in a race, she had already won, but the complete and utter disbelief buzzing around my head is what I attributed my delay to.

Twilight’s friends had congregated around Rainbow, some cheering, others giving her a hoof-bump. Twilight had her face in her hoof, but I could still see her crimson cheeks from here.

Wow. Just...

You do know that you have to go down there and own up to being beaten, right?

I blew a short gust of air through my nose in annoyance. I could tick myself off faster than anyone. But, I was right - I was beaten fairly, and I knew it. Shutting my wide-open jaw, I glided down to the chalk line, landing between Rainbow and the other four, and Twilight.

As soon as I landed, my entire body felt like lead; most of the energy I had left went into that race, and I knew I was going to pay for that starting right now.

No, it’s more than being tired; that was downright dangerous.

It was more than a feeling of sluggishness or drowsiness, it was like my limbs were turned to stone for all the effort required to move them. I couldn’t see my chitin right now, but I would assume that it would have been completely unreflective - the first sign of becoming a husk.

I could die very shortly because of that race. I knew that. What is wrong with me?!

“I didn’t tell you about Rainbow, did I?” Twilight asked in a regretful way, looking at me like she just cut my wing off.

It took my inhibited mind a second to process this, and even longer to respond. “You barely said anything about any of your friends - just their physical descriptions and basic personality traits.”

“Oh. Sorry.” She blushed slightly. “I don’t think I need to tell you, but Rainbow is the fastest flyer in Equestria. When she goes supersonic, she can even shatter the visible light spectrum, and the shockwave cascades across the sky in a rainbow, which can shatter solid stone.”

The rusty cogs of my brain snapped at that, leaving me blankly staring at the Unicorn. “What?”

Twilight turned her head and looked me straight in the eye. “She can break colors by flying faster than sounds, and the broken colors can break rocks.”

"Oh." I nodded appreciably, turning to the group again.

“Hey, Peili!”

The tiny hint of affection from before, the one my body so desperately craved, had returned. I drank down every single drop I could from it before it left again, and though it was minuscule, it was absolutely the thing I needed right now. Movement was even possible, and I turned to the pony that seemed to have a crush on me; Rainbow Dash.

“I was right; you’re not bad at all.” The cyan pony trotted over to me, extending a forehoof with a glance and smirk to Twilight. “Good game?”

I hesitantly accepted the offer, grasping her hoof back and looking around at all of Twilight’s friends while we shook. “To be clear, Twilight and I are not together in any way. We’re just...” I turned, looking over my shoulder, and her smile gave me all the approval I needed. “Friends.”

Glances were exchanged between all the ponies, some believing us, others doubting.

Rainbow dropped my foreleg, grinning all the while. “If you say so. Rainbow Dash. Nice to meet you.”

“Peili, from Canterlot.” I bowed slightly to her and her friends as she retreated into the line the other four had formed.

“Ah’m Applejack.” The stetson-wearing Earth pony nodded, though she didn’t really seem too pleased to be in my company. Neither did Rarity, who introduced herself just as formally, following the country mare. Both of their emotions towards me read as plain dislike, and I resolved myself to find out from Applejack, the Element of Honesty, just why that was.

“I’m Pinkie Pie, Ponyville’s Party Pony!” The bouncing mare exclaimed, and her chatter of a “Welcome Party” had to be hushed by all others so the yellow Pegasus could speak at last, though she made it seem as though it was against her will.

“I’m... Fluttershy.” She sank behind her extremely long, pink bangs, keeping her head low and eye contact to a minimum, though I did see a tiny smile on her lips.

Twilight stepped forward, addressing the group as a whole. “Peili is studying abroad from Canterlot with me, so he’ll be staying in the library for a while. And there is nothing-” She turned to Rainbow and Pinkie, who were giggling and whispering, “Between us. I just met him yesterday, okay?”

The five in general seemed to buy this, and an odd look from Applejack was really the only disagreeable thing to come out of the group. Twilight thanked her friends, then made an excuse for both her and myself to leave.

As the five left, Fluttershy with Pinkie, Rarity with Applejack, and Rainbow off to a low cloud, I turned to the Unicorn. “I’ll see you later, Twilight. I have to stay near Rainbow for as long as possible.”

I spread my wings and turned to the Pegasus, promising to explain later as Twilight questioned me, and flew up to the mare’s cloud, where she was lounging lazily.

“Oh, hey. Need something?” She asked quizzically upon seeing me. She sat up a little straighter as well.

I felt her emotions on me again, filling me up and slowly bringing life back to me, and even if I could only draw out our interaction for another hour or so, I would feel much better about going to sleep tonight.

Feed her ego and show hints of interest. She’ll love it, and that’ll be reciprocated. “Nothing in particular, I just wanted to talk for a bit, maybe about yourself. That really was impressive flying.” Though I would feel bad about manipulating her later, this was a very real life-or-death scenario, and I sectioned off my personal feelings for the time being.

“Naah, it was nothing.” She grinned, leaning back on her cloud. She nonchalantly kicked the lower half of her lounge, breaking it into two pieces, and pushed the other over to me. “But you’re not bad either. I was actually a little surprised at your speed.”

“Thanks.” I spoke for both the cloud and her half-compliment, which I let slide with only mild difficulty. I plopped onto the fluffy cushion, floating alongside my new best friend. “So how exactly does one become the fastest flyer in Equestria?”

We talked for a long time underneath Celestia’s sun, with me mostly asking about her and her achievements, and her making absolutely, positively sure that Twilight and I were not “a thing”. As I spent more time with her, I felt better and better as I fed off of her feelings, which only seemed to increase as we got better acquainted.

By the time we parted ways, it had to be around dinnertime in Ponyville, for the restaurants below were packed and Rainbow’s stomach was growling. She promised to catch up with me later as she flew off towards a castle-like cloud structure in the distance.

I think I’ll be just fine here in Ponyville.

Author's Note

So, a month between updates would be about normal, I'd say. Plus, Chapter 4 at the same time, so it's worth it, right?
Don't forget to comment and leave a thumb! Thanks guys!

P.S. And sorry for any errors here, this is hot off the press and I didn't want to wait another week to get it out.