Chapter 1 - A Wolf in Friend's Clothing
"Hello Fluttershy!" Twilight Sparkle beamed at the butter colored mare standing in her doorway, "I barely recognized you under there. Why are you wearing that anyway? It's summer. You do know it's summer, right?" she queried, beckoning the cloaked pegasus to enter the hollowed-out tree that was Ponyville's public library; also doubling as Twilight's home.
Fluttershy's expression was uncharacteristically grim. Her brows furrowed, eyes darting about the lavender unicorn as if searching for something. Twilight's smile quickly became uncomfortable and nervous. At last, she slowly walked in, fixing Twilight with an unwavering side-long stare as she passed. The door shut itself with a brief glow from the lavender unicorn's horn.
"It must be pretty warm under there," Twilight pointed out when Fluttershy did not make an attempt to remove even the hood of her cloak, "Would you like me to get that-"
"It's fine," the pegasus replied in a curt, yet quiet tone.
"Uh, okay... So... What brings you over on such a quiet day? Oh wait, don't tell me! Did the cockatrice come back? No wait, I bet that mean old hydra is causing trouble for your frogs."
Fluttershy shook her head very slowly, her eyes still transfixed on Twilight. Entirely through peripheral vision, she was able to notice that the library was particularly tidy that day. Or perhaps a better words was, 'undisturbed'.
"Well whatever it is, I'm sure that as a good friend I'll be able to help you with whatever it is that's bothering you! How about we talk about it over tea?" There was a moment of pregnant silence as Fluttershy continued to stare at Twilight, not even blinking.
"Ooookay. I'll just... go... get that tea then..."
The pegasus nodded very slowly.
"Yeah..." The nervous unicorn said and trotted off to the kitchen, leaving Fluttershy to stare after her a moment longer before taking in more of the room.
The central reading area she stood in was the largest in the tree. Bookshelves lined the walls of the circular room, crammed to capacity with books of all kinds. The unpainted wooden bust of what might be a zebra sat on a table situated just off the center of the room. There was also a lectern near the stairs that lead up to the second floor. Finally, a ladder was propped against one of the walls; one, Fluttershy remembered, Twilight's assistant Spike using quite often.
It did not seem as though Spike was around. Normally, he would have been waiting on Twilight's (almost) every need - including something as mundane as tea. But his absence was not particularly strange. There was hardly a pony in the town that did not know of his crush on a certain white unicorn dressmaker. It would not have been a stretch of the imagination to guess that he was at her boutique at that very moment, helping with whatever she desired as he silently fawned over her.
Fluttershy walked up to one of the bookshelves and ran a hoof along the surface. A layer of dust came off quite easily, a few motes floating freely while the rest dropped to the floor and lower shelf; her eyes narrowed. She pulled a random tomb from the undisturbed selection and flipped through the pages, stopping abruptly when she noticed a tiny silvery insect quickly crawling away from her scrutinizing gaze. Her eyes became almost slits.
"I hope you don't mind it without sugar," Twilight's voice came suddenly, startling the pink-maned pegasus enough to make her drop the book, "Spike has been spending quite a bit more time over at the Carousel Boutique lately and probably forgot to get more," she added almost pointedly. Fluttershy turned slowly to glance side-long at Twilight, wondering how she missed hearing the rather bookish lavender mare get so close.
Twilight floated one of the levitating tea cups to Fluttershy, smiling happily. The pegasus reached out slowly, taking the cup and saucer from the purple field of magic.
"Are you feeling alright Fluttershy? You seem awfully quiet today. Even for you," Twilight asked, her expression changing to that of concerned curiosity. Fluttershy just nodded. "So... are you going to tell me what's up, or do I have to find a spell to read your mind?" Twilight joked good naturedly.
Fluttershy looked down at the book lying on the floor, then back up at Twilight. The unicorn blinked a few times, the silence quickly stretching into the realm of awkwardness. The pegasus moved over to the lectern, laying her cup on the table next to the bust, and began to poke at the few objects laying on it. An inkwell, a few quills, a blank scroll; all previously arranged very neatly now lay in a heap at the center of the slanted stand.
When Fluttershy spoke for the first time since arriving at the library, instead of replying to Twilight's question she asked one of her own.
"Where is she?" Her voice was low and menacing as she turned to face the lavender unicorn.
"Where is ... who?" Twilight asked, sounding more than a little concerned. She floated her own cup and saucer to rest beside the its sister. Fluttershy stomped on the floor and rounded on Twilight, a look of pure anger on her normally gentle face, opening her mouth to scream.
"Don't play smarty-mare with me!" she squeaked out most of it instead. One of the tea cups fell and shattered. The innocent, cheery-but-concerned look dropped from Twilight's face like a rock named Tom. The deepening scowl looked completely foreign on the princess' star pupil.
"How did you know?" she asked in a calm but icy tone.
"Are we alone?" Fluttershy asked in an equally frigid voice.
"Oh, don't worry," Twilight began silkily, slowly walking toward the table with its lone surviving teacup, "There's nopony around to hear your screams!" The familiar purple glow of Twilight's magic surrounded the pegasus' neck before she could react, choking her in a crushing telekinetic grip. The unicorn's horn was ablaze with an over-glow, giving her eyes a particularly sinister look.
"Don't worry, we'll make it look like an accident," Twilight said silkily, "Poor Fluttershy, died of an allergic reaction to green tea," she ended with a cackle that was just as alien as her expression. The remaining unbroken teacup floated over to the winged mare's muzzle. Despite making small choking noises, Fluttershy managed to keep her mouth clamped shut.
"Now, now. There's no need to play hard-to-get; I'm an expert at such things! This poison is completely painless," Twilight cooed, "For me!"
A brilliant corona erupted from her horn as the lavender mare used her magic to lift the pegasus off the floor, tilting her head backward as she began to get annoyed by the winged mare's calm composure. Inadvertently, the dingy cloak that had covered Fluttershy fell away, revealing a sight that even the unicorn found shocking.
Instead of the well-groomed, flowing light-pink mane, the pegasus mare wore a short-cut, tangled and matted mess that was darkened with dirt, sweat and... other things. Her coat was riddled with signs of scars beneath the fur; at least, where it was visible.
Covering most of her body was a weighty metal-plated barding, vaguely resembling that of a royal guard. Very vaguely. For one thing there was no helmet. The chest plate was larger, providing much more protection with its extruded design and large, wide pauldrons. The neck guard protected both the front and back. One of the biggest improvements however, were the leg guards; pure steel provided maximum protection for the back thighs, knees and shins while reinforced synthetic leather allowed maneuverability for the front legs.
To top it all off, there was a small emblem in the center of the chest plate in the form of a small bird and small golden wings on the back-leg plates, hinting at an artistic streak in the smith who designed the thing. Curiously, said pony chose to leave the cutie mark area exposed - another stylistic consideration perhaps - revealing the three pink butterflies that made up the pegasus' cutie mark. And ... something else.
At first glance it looked like a very large scar just below the butterflies. On closer inspection it almost seemed like it was a pattern all on its own - as if a second cutie mark had tried but failed to find a home on Fluttershy's pale yellow flank. At the right angle, it resembled a very jagged unicorn's horn.
The lavender mare's magic fizzled, the shock distracting her momentarily. That was all the time Fluttershy needed. Before she could blink, the unicorn was crashing through the kitchen door, tearing it from its hinges and sending splinters flying. The pegasus straightened up from her post-bucking position, cursing under her breath.
"Too hard. Still need to-" Before she could finish her thought an assortment of kitchen utensils flew through the violated doorway at Fluttershy. With cat-like reflexes she managed to dodge most of them, a few bouncing harmlessly off her armored chest. The pegasus grimaced in pain as a knife buried itself into an exposed section of her upper left fore-leg.
"How did you know?" the unicorn shouted from the kitchen just as the assault ended.
Fluttershy grabbed the knife between her teeth and yanked it out, spitting it to the floor as she walked silently toward the doorway, effortlessly ducking the remains of the wooden door that was telekinetically hurled at her. She was just about to step through the arch when the pots and pans began a new assault, driving her to take cover just outside.
"This is taking too long," pink-maned mare muttered, cursing her luck. However, it was Fluttershy's turn to be surprised as the unicorn charged out of the kitchen with the stove in tow. It dragged heavily behind her, digging an ugly track in the wooden floor as she struggled to sustain her magic. But she did not need to move it much further.
Fluttershy stepped out of the way just as the stove thumped into the space that her unprotected hooves had previously occupied. She looked around, wide-eyed and unused to her opponents being capable of such prolonged feats of magic, only to find a barrage of books hammering her in the muzzle and effectively obscuring her vision.
Her back hit the wall as the pegasus lifted both fore-legs to fend off the literary assault. Just as she was going to scream in frustration, a quill punched tip first into the outer corner of her eye - barely missing the eyeball. Fluttershy let out a pained scream instead, dropping to the floor clutching her bleeding eye after plucking out the offending feather.
"Aw, I missed," came the unicorn's snide comment.
Fluttershy was about to lunge at the voice when the stove fell over onto her lower legs, pinning them. She grunted in fresh agony, a sharp corner digging into the exposed back of her knee. She reached up to push it away, but found her forelegs restrained by the mare sitting smugly on her chest.
"Was I not a convincing enough goody-two-hooves?" the unicorn asked mockingly.
Fluttershy stared at the lavender mare defiantly for a moment before deciding to buy some time to think. "The real Twilight would have cared more about her books," she began, glancing over to the lectern, "And she was very particular about being tidy."
"Tch. So I'm not O.C.D. enough for you? Is that it? Everything in its proper place, huh? Thanks. I think I'll start working on that right now. Time to take out the trash!"
A shadow fell across Fluttershy's face as she noticed the zebra bust that hovered over her. It came down heavily with a telekinetically assisted thrust. There was a loud crack as it struck home, the unicorn grinning at her handiwork as she lifted herself up and strolled over to the kitchen, intending to fetch a large black bag.
She only made it a few steps before the lavender mare froze at the sound of a loud thump. She arched her neck slowly, unable to believe what she saw.
Bleeding from her eye , forehead and leg, Fluttershy stood over two pieces of the wooden bust, breathing heavily; not out of fatigue the unicorn noticed in surprise, but anger. The pegasus' face was twisted in a look that spoke volumes of the rage she felt. Her damaged eye twitched uncontrollably.
Incredibly, Fluttershy had managed to shift herself at the last second, head-butting the bottom of the heavy carving instead of getting her face and muzzle smashed in; a difference the unicorn would have noticed, had she used her own hooves to do the job.
"Where is the real Twilight Sparkle, changeling?" Fluttershy asked, her voice dripping with venom.
"What are you?!" the unicorn managed to get out before a blur of pale-yellow and pink bowled her over. The two mares rolled across the floor a few times before Fluttershy came to rest sitting on top of the unicorn, her fore-hooves stomping heavily yet rhythmically on the pinned mare's face and upper body.
"Where. Is. SHE?!" the pegasus growled.
The sickening crunches that came with each stomp started to produce flashes of green fire as the disguise began to fall away, bit by bit, from the changeling that had been masquerading as Celestia's faithful student.
When Fluttershy finally stopped - panting from fatigue this time - the broken features of the changeling's face and upper carapace barely resembled a sentient being.
"Pleasthe... no more," the changeling begged in a voice distorted by a broken muzzle full of green goo, "Sthee's... in the basthment. Sthpare me... pleasthe..."
Fluttershy rose, making a sound of disgust as she wiped her hooves off on the changeling's wings and made her way over to the basement door. Just as she reached it, the door flung itself open, slamming painfully into her muzzle, breaking her nose and causing a fresh gush of blood to hit the floor.
The pegasus fell over on to her back, pinching her bloodied nose with both hooves and glaring at the rising changeling.
"Poor, sthoopid, naive little Fluttershy," the fake Twilight reviled. Fluttershy watched with a deepening frown as the changeling's broken face began to piece itself back together, making nauseating sounds in the process. "This is why you ponies were defeated; you are weak. Too trusting. Always willing to give others the benefit of the doubt. When will you ever learn? Never turn your back on your opponent until she's dead!
"Come to think of it," she continued her monologue, slowly making her way up the stairs, "That is exactly what got your precious Twilight killed!"
Fluttershy's eyes bulged in disbelief, "No!" she whispered.
"Oh yes. So. Very. Yes!" the changeling taunted, just before the broken and lifeless body of a pony hit the floor beside the bleeding pegasus, multiple sickening crunches rivaling the changeling's regeneration noises for control of Fluttershy's gag reflex.
What used to be the vibrant lavender coat and pretty pink-streaked dark-blue mane of her friend, was now a faded and ruined shadow of its former glory. The colors were so dull they were almost monochromatic and patches were beginning to fall out in places. The ribs were showing through what was left of her coat, as if she had been starved in her final days, and the broken stump that used to be a horn was covered in dried and crusted blood that had begun to flake off.
"T-T-Twilight?" The pegasus' voice wavered badly.
Vacant, grey, clouded eyes stared back at Fluttershy, seeming to blame her for the gruesome fate that had befallen the student of magic. The pegasus was far too distraught to be startled when she heard that familiar voice.
"Fluttershy, where were you? We needed you Fluttershy!" It was not the body. The mouth, still hanging slightly open, had not moved in the slightest. "There were too many Fluttershy, we couldn't do it without you. The elements of harmony don't work without all six of us!"
"I thoroughly enjoyed draining her," came the changeling's much more 'tangible' voice, "She tried to resist right until the end. Waste of a perfectly good pod. But I took her back out near the end. When she was weak and broken. I mean... when I broke her - literally!" The chitinous, pony-shaped creature cackled sadistically.
A tear fell from Fluttershy's good eye as she continued to stare into the blank orbs of one of her best friends.
"We didn't stand a chance, Fluttershy," the ghostly remnant of Twilight's voice continued, "Is that all the element of kindness is good for? Abandoning her friends in their time of need? What are you going to do about this Fluttershy? Are you just going to run away again?" Fluttershy's face became contorted by a completely new level of anger, bordering on blinding rage.
"You're not Twilight," she started in a low but menacing voice.
"And that little secret is about to die with-" the changeling was cut off as the piercing scream that came next shattered one of the windows on the second floor.
"Get out of my HEAD!" Fluttershy screeched, hooves to her temples as she ignored her slowly oozing nose.
"W-well I suppose that was a bit of a mind-fuck, wasn't it?" the changeling stuttered a bit, startled by the pegasus' sudden outburst. The imposter clearly could not hear the voice that haunted the pegasus.
"I'll have to remember to torture more of my victims with the bodies of their loved ones." It was also clear to Fluttershy that the thing occupying the library with her was pure. Evil. "But enough of-" the changeling was cut short again, this time she had to dodge a few small chunks of the floor when Fluttershy drove her hoof straight through its wooden surface.
The winged mare's head was held low as she stood shaking, blood and tears mixing into a pool beneath her. She withdrew her hoof slowly; a hoof that no longer looked like it belonged to her. The entire lower leg was darker, as if suffering from frostbite, and full of... holes. The changeling wasn't quite ready for this latest sight and stumbled backward, falling onto her flank but unable to look away.
"What kind of monster are y-"
The changeling never registered the moment when Fluttershy moved. Impossibly, the pegasus was standing behind Twilight's clone, the nightmarish hoof poised to strike; the whites of her eyes blazing a brilliant green.
"Never turn your back on your opponent-" Fluttershy whispered.
"Fuck y-"
The explosive force of the blow produced a shockwave that drowned out any other possibility of being heard. The once clean library became what looked like the product of a foal's unsupervised hoof-painting.
"... until she's dead."