Chapter 1

What a lovely day this should’ve been...

With a mental sigh that accompanied that thought, a mare boarded the express train scheduled to leave Canterlot: a city she had called ‘home’ since the early years of her life. It was quite the lovely day with a gentle breeze that swept her mane and coat and wrapped them around her slender form every once and awhile; the kind of breeze that would lessen the heat of the rising noon sun. It was a day that should have promised joy and fun for every citizen of this city... but not for her.

She had stood upon the platform for as long as she can afford to prolong the inevitable; checking, double checking, and even triple-checking to find any excuse that would keep her in the grand city of Canterlot but the steam whistle, that signaled the train’s readiness to move, made up her mind and forced her, though still reluctantly, to find her cart and settle for the journey.

She was leaving everything she ever knew behind but she was venturing on to the unknown in hopes of finding a new home somewhere among the cobblestone streets of Manehatten, or maybe even in the village of Shade Hollows, that found a way into her heart after visiting the charming little village a couple of times. Oh, how she would love to live in such a quiet, isolated place; away from the bureaucrats, but the allure of a bustling cosmopolitan had always had its appeal on her at the same time. It was all she knew and loved, after all, and such impressions are never easily dispersed with.

This mare was Metra Bass, a crème-pink earth mare with a two-tone, plum-maroon, jagged mane and tail, a bass clef for a cutie mark, and wide blue eyes. She was quite the elegant mare with the carefully pruned fur and always-neat mane and tail but caring for her figure was not her primary passion. Being a citizen of Canterlot, Metra Bass had the chance to practice with her passion for the bass clarinet through the Junior Canterlot Orchestra and, later on, at her favorite café in the heart of the grand city where she spent the last two years of her life doing what she loved most but, like all things good, it was not meant to last.

It was a sad state that brought her to this point where she would so easily bid farewell to her place among the aristocrats and look back over her shoulder, and past the train station, to the retreating towers of Canterlot as the train moved away from the city. She watched them being swept from view, as the train rounded a corner around the mountain, with the lack of wonder and appreciation she had had her entire life for Canterlot, at least up until just a few weeks ago.

It was almost two years ago that Metra Bass walked into her soon-to-be favorite café in Canterlot, where the owner of which was also about to become one of her best friends. Cappi’s Coffee Shop was not always well-known among the major competition like Star Buck’s and Joe’s Donuts. In fact, Metra Bass had found it when the shop used to be just another java joint for the persnickety snobs of the lower tier aristocrats that had nothing better to do than to blow a couple Bits on a cup of coffee and rant about their economical disabilities. Eventually, Cappi came to the realization that her business was barely making ends meet and almost filed for bankruptcy. That is, of course, until a certain bass-clarinetist came into the humble little shop one day for an afternoon luncheon.

At first, Metra Bass was like any other patron: just another pony looking to kill some time on Trottski Blvd. That, however, changed as soon as she received her Mocha Latte with a dash of cinnamon. Metra had never tasted a brew as fresh as the one that she held in her hooves at that moment. She praised the wonderful owner on such a fantastic brew, earning her an embarrassed blush from the overwhelmed Cappi and, in turn, earning the shop a new regular.

Almost every day would Metra Bass come in to that little hole-in-the-wall shop that so many ponies rarely gave a second glance and always brought enough Bits for a gracious tip after being served one great cup after another. One day, Metra Bass had made her daily trip to Cappi’s when she noticed a distinct lack of other patrons in the quaint shop and decided to find out the reason. After getting her daily coffee fix, she asked the downcast looking Cappi what the matter was about the shop. Surely it was not the coffee; it still tasted just as heavenly as the first day she had tried it. The shop still looked the same from the outside-in, so it could not have anything to do with the décor.

Cappi smiled at Metra’s stout observations, but the gesture was mild; nowhere near Cappi’s usual cheer that she had grown to love. After a bit of coercing, Cappi finally told Metra that her shop was on the verge of bankruptcy. Metra could not believe it: how could anypony not appreciate the time and effort that went into one of these wonderful brews of coffee. Again, Cappi smiled at Metra’s continued compliments but she said that this was just the way things were: the rich do not care for quality; they only care for quantity.

Metra Bass was livid; this could not be allowed to happen. She would not allow such a magnificent shop like this fall into the city’s foundation of obscurity, never to truly be known as it was.

That was when an idea struck her. Metra let Cappi in on her mental epiphany and was answered with an expression of disbelief and hope. Metra proposed that she play her bass clarinet one night as an extra attraction for the shop. That maybe a bit of entertainment to go along with a cup of java is what would rake in some attention from the populace. Cappi agreed wholeheartedly with the plan; she was more than willing to try it if it meant saving her life’s work.

The very next day, Metra came to Cappi’s right after her orchestra rehearsal to see that a spot in the centre of the shop had been cleared of tables and replaced with a miniature platform. Cappi gave Metra Bass a few minutes to set up while she attended to the shop’s regular duties. Metra brought out her bass clarinet, inspecting it as she always did before playing to make sure nothing would be out of tune. Satisfied with her check, she held the instrument to her lips and began to play a mellow tune. The shop was soon filled of the musical styling of the mare while the rest of the world melted away under her melody. Not even two songs in, Metra Bass heard the tiny jingle of the shop’s entrance and paused to see who it was. It was nopony she knew but what made the colt stand out was that fact that the first thing he did was wave for Metra Bass to continue as he made his way to the front counter to order a drink. The earth pony thanked Cappi for his drink and sat down at the closest table in front of Metra Bass while she continued to play. Metra smiled and picked up the tempo into a more upbeat tune for the pony’s amusement.

Before long, more and more ponies came trotting in; attracted to the shop like bees to honey. During that immeasurable time that she played, an earthquake might have taken place and she would not have noticed. Indeed, so absorbed she was in the harmonic tones she played that she opened her eyes once to find, with a slight shock, that the entire shop’s lights were dimmed except for one spotlight placed above the platform upon which she stood. Dust motes swirled around her as if entranced by the tones of her melody. The shop was filling with new customers and a few that were already seated had such engrossed expressions upon their faces that almost made her laugh but the music she played, a favorite of hers, was not for her own leisure this time; it was meant for them and that was sacred enough for her to keep on playing her melody for as long as they wished.

A few hours had passed by and Metra Bass hung onto the last note of her song for a few seconds before letting it go and letting the crowd applaud her in storm of cheers. Cappi could hardly believe it; it was a full house. Every single one of the tables in her shop had been filled; something she had never seen before and it brought happy tears to her eyes that followed and replaced the tender tears that fell with every beautiful melody the pink mare played. During the time she watched Metra Bass play, she became certain that a pony does not need to be a unicorn to create magic; that the tones that captured her were indeed magic far beyond the reach of any unicorn. She watched as Metra Bass bowed elegantly to her audience and joined in the cavalcade, Cappi was simply overjoyed with the afternoon’s success. By closing time, as the last remaining customers made their leave, Cappi came up to Metra with a smile as grand as the success of the night’s business.

“Metra, I can’t tell you how much I owe you for all of this,” Cappi said with renewed vigor.

Metra giggled at Cappi’s cheeriness, “No please, it was the least I could do to help out my favorite hangout.”

Cappi beamed at her the praising words and went on, “Well, I still appreciate everything you’ve done, so I want you to have this.”

Metra eyed the envelope in Cappi’s mouth before taking it with her hooves and folding it open. Her eyes widened as she nearly dropped the envelope’s contents all over the floor for, inside of it, there was what looked like nearly half the night’s profits. Metra instantly sealed the envelope back up and pushed it back to the cafe shop owner. “No, no, this is your money. I couldn’t possibly take this for myself!”

“Please, I insist.” Cappi pushed on with such a tender smile that almost broke Metra’s resolve, “Again, if it wasn’t for you, this night would never have happened.”

“Yes, but the whole reason I did it was to help you earn the extra Bits you needed for the place!” Metra replied earnestly, “If I take this money, then this whole night will be for nothing!” Metra forced the envelope back into Cappi’s hooves until she finally accepted it with a defeated sigh.

“Ok, you win. Though I still have to repay you somehow,” but when Metra looked on the verge replying, Cappi cut her on her words, “How about this: if you come and play for my shop regularly, you can have free meals and coffee here anytime you’d like. Do we have a deal?”

With wide eyes and a greedy smile, Metra accepted the terms instantly and sealed the deal by shaking hooves with the café owner; it was simply a deal she could not dare refuse. From that day on, Metra came to the café regularly to woo the patrons with her musical talents and receive the best coffee she had ever tasted in all of Equestria. Soon after, Metra decided to bring some of her friends from the Junior Canterlot Orchestra down to the humble shop and they, too, made it their favorite hangout spot.

This became a regular to Metra Bass for the past couple of years, which she thoroughly enjoyed up until a few weeks before. She could not quite put her hoof on it but it just appeared to her as if all of Canterlot was not the same any more. She thought it might have been her imagination, at first but, as the weeks wore on, the feeling kept on getting stronger. She tried to talk with her friends about it but they all said that she was just being paranoid and that she should not worry herself about it. Her attempts to let it go were feeble; the feeling persisted and Metra Bass began to notice that many of her friends weren’t acting like their usual selves. They became more irritable and didn’t seem to care as much for the orchestra as they used to. After confronting them after one rehearsal, her friends practically ran away from her; saying they did not want to hang out anymore. Her only friends disowned her like she had a plague and no matter what she tried; Metra’s approaches were met with hostility and contempt that broke her heart whenever she thought of it.

Metra wanted nothing more to believe that this was just some stress from having to go through extra rehearsals that week for an upcoming play they were to perform at, so she decided a trip to her favorite café would cheer her up.

She was sorely mistaken; upon her arrival that day, the café’s ‘closed’ sign hung ominously from the entry way like a cold and abandoned foal on a winter night. The café remained closed for the next two weeks with no word from Cappi whatsoever on the cause. Everything felt like it was just falling apart in Metra’s life.

Even her own parents seemed distance to her on the days she decided to pay them an afternoon visit to catch up. Neither of them would say much to their daughter and, when they finally did, it was to tell her that she was the disappointment in their life. Metra just could not understand: what was wrong with everypony? Was there something wrong with her or was the whole of Canterlot acting mad?

Soon, it all became too much for her fragile heart that Metra Bass could not take it any longer and, with an accompanying heartache, made her decision: she was going to leave Canterlot.

With more sadness in her heart than ever, she was finally here at the train platform with a single bag for all her luggage and her old, scuffed-up black case which held her prized bass clarinet. Clasped between her teeth, her train ticket glowered in the mid-morning light like her downcast heart. Metra Bass had tried everything she could to convince at least one pony she knew to come with her to get away from the city but they all called her mad and a coward and simply refused to acknowledge her.

Maybe I am a coward, she thought. Maybe she had just shielded herself from reality for too long to see the world as it truly was. In any case, she was at the train station and on her way to Hollow Junction and, then, possibly to Manehatten itself. The faint whirring of steel wheels on train tracks came from the west and Metra Bass soon picked out the outline of the train on the horizon. She sighed again as the steam locomotive screeched to a halt at the platform and pulled up a gust of wind along with it.

The engine hissed as it let off its excess steam and fogged up the platform in a miniature cloud of moisture. Ponies shuffled to and from the train cars to make their way to their destinations. Metra almost felt bad for the ones that had gotten off at this station to see the Equestrian capital but her mind soon became preoccupied as she hurried past the crowd to find a seat in the car nearest to her.

“All aboard! Next stop: Hollow Junction!” the train conductor announced, not too long afterwards, as the train crew prepared their final checks for their stations. It was only about a fifteen-minute wait before the train’s whistle blew the engineer’s signal that they were ready to go.

A few last minute ponies rushed to beat the closing doors of the train cars that were sealing shut. Metra watched as one pony in particular banged his hoof on the door of one closed car to be let in after just missing the cut off. Luckily, the train conductor was willing enough to let in the chestnut earth stallion just as the train lurched forward. Metra Bass was thankful that there was still a ray of good will in the world and observed as the embarrassed stallion took the seat just opposite of her in the car.

He’s not too bad looking, Metra thought to herself and watched him fumble around to stow the suitcase he had with him under his seat.Maybe a bit too klutzy, though, she gave a mental giggle.

His cutie mark was a bit odd though: an hourglass. It must mean his talent has to do with keeping time which, when she thought about it, was pretty odd since he was late for the train. The idea amused Metra Bass and, with a grin, she turned away before the stallion could catch her staring.

Her gaze fell on the window and the faint reflection of herself in it. She certainly looked pale and tired: tired of the abuse that she had been through in the past few weeks, tired of trying to convince herself that Canterlot was still her home somehow and tired of the ways that everypony she once knew would betray through words and action. Her eyes narrowed and she looked past the reflection to focus on the scenery outside. Unfortunately, there was still the castle-like city on the side of the mountain in the backdrop that dominated the view. Somewhere deep down inside of her, Metra Bass felt something break; like a delicate, porcelain vase shattering against a cold, stone ground. She still wished that this was all just some kind of dream and that she would wake up to find everypony she knew back to normal and life in Canterlot still intact yet this was real life and Metra Bass was sure of it. Her only solace was that there were still many places in Equestria she could possibly call home one day.

“Mommy, what are those things over the city?” a young foal called out.

Metra Bass blinked and snapped out of her trance at the foal’s comment. She looked at the little filly pressing nose against the glass and then followed her gaze out and began to really register what she was looking at through the window.

“They look like flying ants!” the child continued.

Metra had to do a double take to make sure she of what she was looking at and, true to the filly’s words, there were things buzzing and weaving throughout the colorful backdrop of the city. She was just about to shrug it off as just a bunch of pegasi flying around the city until a faint glow of green exploded and splashed the building walls with ambient light. That was not normal and, soon, more and more of the lights lit up the city like a fireworks display.

Whispers began to catch Metra Bass’s ears about a possible attack when one pony, with his nose pressed firmly against the glass window, squealed in fright “It’s the Changelings! They’re back!”

Panic began to spread and the whole train was shrouded in shouts and worried cries. Metra just sat where she was stark still, her eyes wide with disbelief, with the words of the pony fluttering in her mind.

The Changelings are back?!

--o0o--

Flowers: check. Card: check. Box of Trust’s favorite chocolate-covered daisies: check. Purple Shade ran through her mental checklist of Anniversary items for her marefriend, Trust, and beamed with a happy-go-lucky smile that shone across her face.

She honestly could not believe that it had been two years since she met the mare of her life though, at the same time, she felt as if every moment they spent together was never long enough. To her, it felt as if the very day was celebrating her anniversary with the clear and lovely sky only barely being interrupted by a wisp of a cloud lingering in a sea of blue. It seemed a bit odd, Shade had to admit; she thought she had remembered hearing the weather pegasi saying something about it being ‘partially cloudy’ today.

Oh well, she thought, this is probably what they meant anyways. Just so long as they don’t decide to throw in a random afternoon shower, then I am fine with it.

Purple shade had been a resident of Ponyville for quite some time now. She was a pegasus of a dark-grey coat and a neat purple mane that Trust never tired of arranging and having it coiffured to the latest fashion and wide green eyes that, despite all, portrayed the innocence of the soul within. Trust Fireheart was quite the cheerful mare and so full of life; giving Purple Shade every ounce of happiness that chased away her haunted dreams; dreams that made her aware of just how lucky she was to have earned Trust’s heart and love. Shade knew love and was even able to give it back in return and that, perhaps, was the main catalyst that brought about her banishment from her old life: her love for Trust Fireheart that was portrayed in the cutie mark she earned when she embraced the pony life of Equestria: a lavender heart of flame.

By the time she was done, Shade felt so animated she even began to hum a cheery little tune to trot along to. As she rounded the corner that would bring her another block closer to her marefriend, she bumped into something that gave a loud, “Oof!”

The other pony fell to the ground as Shade staggered back to keep her footing against the unexpected collision. A moment of dizziness passed before Shade gathered her wits and noticed the pony lying before her. The mare that she had knocked over had a pale tint of cream for her coat color and a blend of pink and red colored mane: Rose Luck, or at least that is what Shade thought her name was. Her cutie mark was perfectly pruned rose which reassured Shade in her mind that her recollection of the pony’s name must have been correct.

Shade offered her hoof as she made her apology, “Oh my gosh, I’m sorry. You’re not hurt, are you?”

Rose Luck, on the other hoof, was rubbing her head where she was hit after colliding with Purple Shade. Once she had realized that the dark coated pegasus was talking to her, she looked up and gave a deplorable scowl that made Shade instantly retract.

“Why don’t you watch where you’re going!” And with that, Rose Luck brushed herself off and cantered along while mumbling darkly about ‘the whole situation being stupid’ or something that Shade did not exactly catch.

This occurrence appeared truly odd for Shade, to say the least; last time she had been to Ponyville, she never met a pony that had an attitude like hers. Most ponies would be excited to see another friendly face; especially a certain pink, cotton-candy manned earth pony that hopped around the streets, bringing smiles and laughter to all that crossed her path but even if that face had been the cause of a near concussion, there was hardly a reply heard that was quite so snobby.

Purple Shade, having been of a more considerate demeanor ever since she came to reside around Ponyville, concluded to herself, She must have been having a bad day, that’s all, and pushed the whole ordeal behind her.

Another shortcut through the park, on her way to Trust’s house, was all she needed to forget ill-tempered mare and pick up her humming tune once again. Something in the sleepy village, however, did not seem quite as it should be. Indeed, last time Shade had come through the Ponyville Park, there were ponies everywhere enjoying everything they could on a day like this but, today, not a single soul could be found aside from the woodland critters that inhabited the area. Purple Shade knew that nopony would waste such a day like this, which was why she decided to ask Trust if she wanted to go sit by the park’s butterfly grove to enjoy their anniversary.

“This doesn’t seem right; where is everypony?” Shade whispered, beginning to get an uneasy shiver in her hooves. The more she thought about it, the more Shade’s discomfort grew as she looked out over the empty park grounds. She decided it would be better to take the scenic route around the foreboding grounds and back peddled to the park entrance from whence she came. Once she was there, her entire body felt like it had been turned to stone; frozen in terror by something she thought she would never have to worry about again. She felt as if the very warmth of the day was being sucked from around her into a bottomless pit. Her breath became shallow, coming out in short gasps as a certain scent in the air, that she knew all too well, hovered over her like a blanket of lead.

Slowly, as if trying to postpone the conviction that settled upon her, Purple Shade glanced up to gaze upon her worst fear: changelings by the dozens and their numbers growing all around her in the streets, many more ordinary-looking residents of Ponyville transformed in a blaze of green, magical embers. Her fright was so tremendous that she screamed loudly and her hyperventilation breathing felt like it had been laced with broken glass.

All Shade’s thoughts of happiness disappeared.

“Changelings, they’re back!!!” shouted a panicking pony at the top of his lungs. She did not need any more warning and galloped as fast as her legs would carry her. Ponies all around her screamed and wailed as the changelings moved in from every which way, corralling groups of victims for only Celestia-knows-what. Purple Shade ducked and weaved through the panicking crowds knowing that if she took flight, she would only make herself an easier target to prey upon.

There was a loud crash as one brave stallion of flame-red coat and orange mane tried to fight back against the feral creatures but earned himself a seat in a now crushed fruit cart courtesy of the changelings. The powerful stallion stood once again right in front of Shade facing an entire horde of hissing changelings but she decided that she had to get out of the open, and quickly at that. Making another sweep of her surroundings, Shade found a back alley and ran for it, finding it devoid of changelings. Taking refuge behind a couple trash cans, Shade attempted to catch her breath away from the chaos that was just a mere alley away from her.

They shouldn’t be here! They were defeated seven years ago! How did this come to happen?!!! Shade thought feverishly, Oh Celestia, I have to get out of here! I have to...Oh no, Trust!

Shade felt as if the blood had drained from her. She could not believe she had forgotten about her marefriend; Trust was still in the town, if not already in the hollow hooves of the changelings. Shade knew she had to go back; to go and find Trust and get to her before the worst happened. Watching for a break in the streets, Shade prepared to sprint at the first chance. Another three changelings zoomed by, hot on the heels of another victim, when Shade leapt from her cover and back into the streets. More and more ponies were already caught and being taken away by changelings to places unknown but Shade was too preoccupied, which led her right into the waiting hooves of another Changeling ambush.

“Going sssomewhere?” The lead Changeling hissed with a mad and hungry grin.

Shade’s heart skipped up into her throat, keeping the scream she had intended upon from even escaping.

Another Changeling circled around her giving an audible sniff to the air, “Say, you don’t smell quite like the other poniessss.”

Shade froze up, now unable to move as the other changelings closed in but the lead Changeling cut in the other’s musings, “Forget that, just get her back for the processing.”

Before Shade could even blink, two of the changelings grabbed hold of her and hoisted her into the air. Her immobility was cured as soon as the first one touched her and she finally found the will she needed and found her voice as well. She thrashed and screamed as the changelings began to carry her off the ground.

“Help me!”

Shade knew it was futile; the changelings against her were more than enough to subdue her and any other that might even consider coming to her aid and soon realized that there was no hope of escape. Suddenly, though, her world flipped upside-down as the two changelings that were carrying her away lost their grip and dropped her. Recovering from the fall, Shade looked up to see something she did not expect: another pony bearing down upon the group of stunned and confused changelings.

The mare had sharp eyes as she gazed upon the changelings. Her coat was pale-orange and her mane was green but what attracted Shades attention was that her right foreleg appeared to have been encased in metal.

“Are you okay?” The good-samaritan pegasus asked with a resonating voice as she glanced over Shade.

Shade herself could not quite believe it but now realized that this pony had just saved her. All she wanted to do was cry out of relief but the mental trauma of it all locked up all thoughts outside of survival.

“I-I have to get out of here. P-please help me.” Shade barely managed to squeak past her quivering lips. She was so shaky that she was not even able to stand properly. She was as good as captured if she could not get back on her hooves but the pale-orange pegasus, that had already saved her, offered her hoof in support and helped her up. The time it took them, however long it was, to leave the town was a mere blur to Shade as her mind began to shut down. Indeed, the last thing she remembered was the sight of Ponyville from atop a hill; looking down into a scarred and slowly dying settlement before darkness engulfed her thoughts and she knew no more.

--o0o--

In the city of Cloudsdale, high in the sky, one pegasus sighed. The monotonous chinking sound all around him was nothing less than a proper sign that every pegasus was doing their job well in the snowflake facility of the weather factory.

“Another day, and another Bit” Azure, a light blue pegasus with a triad of color coordinated snowflakes for a cutie mark, sighed lazily again as he planned what he would do for the rest of the night.

As one of the pegasi of the snowflake facility, it was his job to make sure that every snowflake he crafted was unique and mystifying in its own way. No two snowflakes would ever be alike on his watch and, with the winter months just around the corner, a few months in fact, he was working twice as hard, just like everypony else, to make sure the demands by the weather teams all over Equestria were met . Of course, this never discouraged him from his job; quite the contrary, it merely spurred him on to work even harder. All things snow-related were his special talent after all.

A few steps echoed behind the colt and a voice, one Azure would recognize anywhere, spoke, “Hey there, Azure!”

It was his best friend, Frosty Mist that had called out to him just as he entered the main lobby of the Weather Factory. Frosty Mist was the first to befriend the azure-coated stallion since he left his home to work in Cloudsdale and Azure was always glad to catch up with Frosty after work to discuss their day. He was a pegasus stallion that worked in the R&D department of the Weather Factory, a fact that Azure felt quite a bit jealous of as it meant that Frosty had the chance and access to check out and examine all the latest weather innovations first hoof. However, best friends as they were, Frosty Mist always let Azure in on a sneak peek on whatever he was working on.

“Hiya, Frosty.” Azure turned to welcome his friend but the stallion nickered and complained, “Dude, I keep tellin’ ya to call me ‘Mist’! ‘Frosty’ just sounds too... marely!”

But, with a mischievous glint to his yellow eyes, Azure replied in an offhoof manner, “Oh, well, ok then... Misty.” And then he had to bite his lip to keep himself from falling to floor laughing when he saw the horror reflected on his friend’s twitching eye.

The stallion, however, recovered and taunted back, “Fine, then. See who lets you get a glimpse at the new cloud-seeding harnesses the department will be issuing next spring.”

“Okay-okay; fine. Ahem; Mist, how are you doing today?” Azure replied hastily and tried his hardest to keep a straight face. Still, he felt the corners of his mouth twitch uncontrollably as Mist eyed him with a scowl and, somehow, Azure knew that he was going have to do a little more apple-polishing to get that sneak peek Mist promised.

“Doing good.” Mist replied with swagger, “Like I said, the department is working on a new harness system for the Appleloosa basin weather teams to seed the clouds in their area more efficiently. So far, the alpha trials are looking good so we’re banking on having them ready by the beginning of the spring. Of course, this will mean more time flying there but it won’t break a sweat”

“Wow!” Azure replied enthusiastically, “Sounds awesome. Does this mean they’ll finally be able to expand beyond the basin and make better negotiations with the Buffalos?”

But Mist shook his head, then, a little downcast, “We’re not sure, the cloud seeding isn’t the only problem. They still need to find fertile ground in order for the apple orchards to grow, otherwise they might as well be planting the saplings in the middle of a big ol’ sandbox.”

Mist, never the one to care much of politics, did not want to stay on the topic for much longer and so he decided to switch it up, “So anyways, what are ya doin’ tonight, Azure?”

Azure took a moment to ponder his response, “Well…I’m not really sure, I’ve been too busy today to really decide.”

Mist smiled cheerfully, then, and suggested, “Alright then, let’s go hit up the Echoing Feather! First round of drinks are on me! Who knows, you might meet a mare to spend some time with... somepony to twirl around, if ya’ know what I mean.”

Though of a blue complexion, Azure’s face turned bright red at the words Mist so casually, and purposely, threw accompanied by a meaningful glance at a few mares not far from them. It never escaped Azure’s notice, since the first day he met Mist, that his friend had this overly-confident airs around him. It was not in any way arrogant, or else Azure would not have befriended him; quite the contrary, Azure greatly admired his friend’s character: how he talked big, how he moved with proud steps and his overly-charming antics, especially when there were pretty mares around... A fact Frosty Mist always admonished his introvert friend and never tired for a day to remind him that he, too, was quite the handsome gentlecolt and that any mare would sure welcome his advances if only he paid more attention to those who batted their eyelashes at him.

Azure, on the other hoof, was quite the shy colt and such adventures, as he preferred to describe them, were what he always thought of as out of his league. Yet what really made him gulp now was the fact that Mist, after two years of persuasion, finally managed to extract a promise from Azure, the last time they met, to make all the effort there was to land himself in a date and so, with another gulp, Azure stuttered, “S-sure, why not. Let me just…Oh shoot.”

“Something wrong?” Mist asked as he eyed his friend suspiciously.

Azure was fumbling around with his weather factory uniform, turning out every pocket he had and becoming more distraught by the second with the many thoughts that battled within his mind. Ripping the coat away, Azure shook it with all his might and sunk back with a groan, “I think I left my wallet in the snowflake plant.”

“Oh, really?” Asked mist with a twitching lip as he guessed at the direction Azure’s thoughts turned, “Again?! Jeez, that’s the second time this week.”

Azure sincerely replied, “Ok, look, I’ll just slip back to the snowflake plant and grab it before somepony picks it up on the night shift. You go ahead and I’ll meet you at the bar.”

Mist rolled his eyes at his friend’s antics and sighed, “Alright, fine. See you at the Echoing Feather, then!”

Azure nodded in return. Contrary to Frosty Mist’s belief, the wallet excuse was not a lie but Azure could still see the doubt in his eyes about the less-than-subtle escape attempt. Azure was more likely going to have to buy the first round of drinks now to get back on his friend’s good side. Still, he needed the time to think of his choices; both current and past, his life, and what might happen when he does accompany his friend to the club.

With all that, and more, on his mind, Azure wasted no time getting back to snowflake plant and quickly searched every inch of the place in the time he had before the evening shift arrived but still he was careful not to disturb anyone’s hard work and possibly cause a winter drought. “Come on, where have you gone?” Azure groaned in frustration as every place he searched yielded no result in his hunt for his wallet. “Dang, I can’t lose that thing! I still have my flying license in there... and a good twenty Bits!”

Still no sign of the object in question was found in the next ten minutes and Azure was just about lose hope and call the Lost and Found when he lifted his head out from under the desk he was currently searching. A quick red blush of annoyance crossed his features as he came face to face with a certain cyan-colored money holder but more annoyingly was the fact that the wallet was laying atop of his own workstation amidst a few unfinished snowflakes he had not had time to finish before the end of his shift. He ignored the snowflakes and picked up the stress-inducing wallet and stuffed it in his saddle bags while he mumbled to himself, “I’ve really got to stop leaving this thing out while I’m working. The chief wouldn’t be too happy to see this just lying about in the work center. In any case, better get going or else Frosty is going to start the first round without me.”

That was his plan. Many others had plans for that night: some were for fun, some for romance, while a few others had plans for a leisurely passing of time. Yet all were ruined when an ear-piercing shriek caused Azure to jump almost completely out of his coat. The scream did not sound all that far away but, for a reason that was lost on Azure, somepony was in fright.

Not a moment later, a crashing sound followed that brought Azure to his hooves and barely upsetting his work bench, “That didn’t sound good. What’s going on?” Azure asked himself and headed for the exit to see what was going on. More and more sounds broke out before he reached the exit and, soon, alarms broke out in his mind; something was not right. He carefully cracked the door before him, opening it to just a slit, and immediately regretted the curiosity that drove him to look in the first place: Co-workers he knew ran and flew in terror from what looked like insectoid-like creatures that chased them down like cats chasing mice. Occasionally one would be swept up and carried away by the creatures, screaming and hollering to be freed. Azure backed away, letting the door swing close and shutting away the horror from the other side. “What are those things?!”Azure thought, his panic rising fast, “Why are they ponynapping everyone?!? Will they... find me?’”

With the only exit out of the factory blocked, it was only a matter of time before that question was answered and Azure needed to find a way to keep that from happening. Only a moment later, however, the swing doors opened with a loud bang for a group of terrified ponies to enter. Azure stood petrified but they did not stand idly by to notice the other occupant and started to flint anything and everything within reach at the door to make into a blockade. Azure was too stunned to move as he watched the ponies work; thinking that those demonic creatures had found him instead. Indeed, they have been too hard in their effort to stop the incomers that they must have not noticed, at first but it was not long before one of them finally turned and looked directly at him. The mare froze causing the other two to do the same and stare at the petrified pony across the room from them.

The new-comers gazed sideways at each other and muttered between themselves. Unease was the most apparent feature etched on all of their faces as their eyes held the terrified colt across the room. It was for some time that silence prevailed until the stallion among them asked, “You there! You’re not one of them, are you?!”

Azure had to take a moment to process what was said but eventually, he gained the power of speech once again, “What?! No, I don’t even know what those things are. I have been here ever since all the commotion started!”

The three ponies, however, eyed him with cautious stares, waiting to see what Azure would do next. Admittedly, Azure was doing just the same hoping that they too were not those mysterious creatures that he had just seen scooping up ponies like candy on Nightmare Night. “Um, my name is Azure. I’m a snowflake maker for the Weather Factory.”

None of the other ponies, however, spoke, making Azure even more uncomfortable and wishing that he could just run for the exit but his apparent discomfort did not go unnoticed, for one of them spoke out, “I’m Rainy Days.”

“Rainy, don’t talk to him, he could be one of them!” the other mare spoke up and eyed Azure again with a look of unease. Azure felt a little offended by this but held his anger at bay so as not to upset the survivors of the ongoing attack. Still, the silence stretched and Azure had no desire to remain in this state for long so he volunteered his thoughts.

“I’m not one of those things, whatever they are. I only ended up here because I came back for my wallet. This is where I work and that’s my station.” And then he produced the said wallet and held it up as proof. The stallion took a step forward as Azure opened his wallet to show his flying license, which had a picture of himself, and looked from the license to the colt that held it a couple of times before giving an approving nod but he then spoke in an unnecessarily gruff voice of warning, “Ok, so maybe you’re not one of them but don’t think I’m not gonna keep an eye on you.”

Despite the odd comment the stallion made, now that it was proved that he was not one of those creatures, Azure was glad he was not being left alone to fend for himself for the moment. “Who are you? And what in the name of both the Princesses are those things that attack us?!”

From outside the room, the terrified screams of helpless victims were dying down. The silence did not in any way provide Azure with any sense of ease but the answer he received made him even more terrified when the mare named Rainy Days squeaked, “They’re called Changelings... they’re creatures that feed on emotional energy. My sister...she studied them and-” The mare fell into silent sobs again, obviously too scared to continue her explanation. Azure, now armed with a general knowledge, was now fully aware of what she was saying. He could finally, despite his need to deny, put a name to the creatures: Changelings.

“But how did they get inside the factory, or for that matter, Cloudsdale?” Azure asked. “Next to Canterlot, Cloudsdale is supposed to be one of the most secure places in Equestria.”

Rainy Days, who appeared to be the most scared out of them all, looked like she was on the verge of tears as she once again answered, “That’s the thing. They’re called Changelings for a reason: they take on the form of another and replace that pony and feed off the emotional energy that surrounds it. They could hide in plain sight and nopony would suspect a thing. I...Oh, Raindrops, I’m so sorry.” She broken down completely into tears and openly sobbed. The other mare came over and offered her shoulder to cry on as comfort.

It was the other mare’s turn to speak, “The Changelings had been most likely amassing in Cloudsdale for years. Slowly replacing one pony at a time. They must have planned this for a long time and are now beginning their full scale invasion. I just hope this is only happening in Cloudsdale.”

‘Oh, Sweet Celestia!’ Azure thought as he started to pace around, “What if this is happening all over Equestria?!” Azure realized, “Have they invaded Canterlot? I have to get out of here. If we warn the Princesses, maybe they can stop this.”

“Hey, what are you doing?” the stallion asked him as Azure paced. Azure was too deep in thought to hear him and kept on pacing, occasionally looking around the room for anything useful. There was everypony’s workstations, stacked with hoof-made snowflakes, the main water dispenser for the snowflakes, the chief’s office next to the exit, and the industrial cooling system to keep the snowflakes from melting. Azure looked at everything at least twice and thought more... and then an idea hit.

The other ponies noticed as Azure stopped mid-pace and smiled slightly. “What are you smiling about?” The stallion asked with increasing annoyance but Azure heard him this time.

“I think I may have an idea of how to get out of here,” and he immediately set to work grabbing everything he would need for his plan.

Rainy Days collected her composure enough to speak again, “Y-you do?”

“Yes, but it might be a little dangerous,” Azure turned and answered her.

The other mare, looking at him with discomfort and asked, “Wait, what do you mean by ‘dangerous’?”

But Azure was too deep in thought to answer her at the moment. Indeed, his idea took him to a time when he saved a season’s supply of snowflakes a couple of years back. Picking up one last basket of snowflakes, he trotted over to the industrial cooling system to set up his work. The industrial cooling system was a great innovation for the Winter Section of the Weather Factory for they no longer had to chill the section with wing power alone. Technology however, always had its drawbacks; just last year when the cooling system had malfunctioned, instead of keeping things to a chilly temperature, it was heating everything up. It turned out that the main water dispenser piping that ran just above the cooling system had cracked, causing a leak. Water from the cracked pipe started to seep into the cooling system and short circuited the venting subsystem within. Soon enough, the cooling system was heating up along with everything in the room and was soon found out that if the system was not fixed, it would have blown the entire snowflake plant sky high.

What Azure had in mind now was to try recreating the same events that would, with hope, result in the same blast that was expected back then to create a distraction for the group to escape. Though he could not do that alone and so he ordered the other three ponies in the room, astonishing even himself, “Hey, you there! Help me move these workstations in front of the cooling system.”

The workstations were not required for the effects that would bring around the blast but were quite heavy nonetheless; a fact that gave Azure another idea that they might work, once combined, as a barricade against the blast. The other ponies, taking sideway glances at themselves, knew that Azure meant business and so they got up to help him move the workstations in front of the chief’s office where they would make their impromptu bunker. With the makeshift bunker in place, Azure trotted back over to the cooling system and worked his other materials into what he would need.

Thanks to the incident a couple years back, the piping had been shifted to run along the opposite wall as far away from the cooling system as possible and so, Azure had to come up with a different way to short circuit the entire construct in a matter of minutes. Indeed, that is what the other materials were meant for and so he set out to work. He crushed two baskets full of snowflakes into powder and dropped it into the vents up top where it would not take long to melt inside, where the heat escaped. Next was the weather uniform he still wore, that was placed carefully over the powdered snow to clog up the vents. After that, with a roll of duct tape, he sealed the top effectively turning the entire construct into a pressure cooker.

The plan might have taken too long for its effect to start but Azure planned for this and popped open a panel on the side to reveal electrical cables galore. Having had to fix the machine up a few times, and contribute in its preventive maintenance, gave him the knowledge he needed to what and where the essential components were; which he now ripped and unplugged a few wires from them and replaced them in different sockets. The way the power was running now guaranteed that the system would run full blast and speed up the pressure build up within. He galloped back to the bunker and took his cover with the others and waited for what they expected to be a way to escape.

“Hey, snowflakes pony!” the stallion said, getting Azure’s attention, “What exactly did you do to get us out of here? And why are we taking cover?”

Even though it annoyed Azure that the Stallion had not remembered his name, he decided not to pursue that and move on, “You saw that big old machine that I was working on?” As the stallion nodded, Azure continued, “I rigged it up to explode.”

“YOU WHAT?!?!” The one mare whose name he didn’t know shrieked.

The stallion also joined in on the verbal lashing, “How do expect this to not end with us splattered up against the wall?!”

“That’s why I had us make this bunker,” Azure replied with an uncertain tone to his voice, “You see, it’ll put a gaping hole in the wall which we can escape through, and it’ll cause such a big distraction that they probably won’t even notice us. We should be safe... I think.”

The stallion looked like he had a few choice words for Azure to hear when, suddenly, a high pitched whine filled the room. If that was not enough of a warning for what was about to happen, Azure did not know what was. Steadily, the whine started to get higher in pitch to the point where he was starting to have second thoughts about the whole idea of using the cooling system explosion as a distraction. That thought, however, along with any other thought, was squashed as a massive decompression of air ripped his world apart.

For many years to come, Azure could never, for the life of him, figure out or imagine what must have possessed him to make such a rash decision as to blow up the weather factory. What he could guess at, though, was that the shock wave must have been more powerful than he had calculated because the next thing he remembered after that last hazy moment in the facility was seeing a charcoal pegasus with dirty red mane and nothing more than a stick between his jaws.