AN: It's the holidays! Happy whatever you celebrate!

I don't own My Little Pony, nor the influences from Spaceballs or Skyrim.

So enjoy!


Chapter 17:Old Friends


Discord and Rainbow Dash led the group on a winding path through the forest and up one of the nearby hillsides. From up ahead they could hear the loud thumps and whining of some large creature. While Discord looked calm, the others were starting to get worried looks on their faces.

"Rainbow," Twilight called up to the pegasus, "Slow down a bit. We should try to go in quietly and see what this thing is. Assess the situation before we go charging in."

"Oh, but that is Shutterfly's favorite thing to do!" Discord said as he floated on his back in circles around said pegasus.

"Hey, don't think that just because we are working together right now that you aren't getting a butt whooping later!" Rainbow growled out to the draconequus.

"I'm so scared," he said flippantly as he made one more pass around her.

"You two simmer down!" Applejack scolded the two enemies from down below, "I think we have more pressin' matters at hand here."

"Yeah, you two can fight later," Pinkie yelled up at them with a frown, "We need to be quiet! Twilight was wanting to be stealthy as we went to fight this monster!"

"Thank you, Pinkie," Twilight said with sarcasm, eyebrow twitching at all of their actions.

"Well, in-cog-nea-to it is," Discord cried happily, making sure to enunciate each syllable of the word in a long and mocking fashion. In a flash, the whole group was wearing camouflage and face paint that blended in with the surrounding environment with the exception of Discord, who had donned what looked akin to a ninja suit.

"Oh my," Rarity frowned as she looked at the new clothes, "While I don't mind the pattern, I could do with a different collection of colors."

"How come he gets to be a ninja!" Pinkie whined, her eyes glowing at the thought of surprise party attacks in such an outfit.

"We can look at the new fashions later," Twilight jumped in before Discord could start messing with everything any more than he already had, "Now lets keep things quiet and stick together. We don't know what this thing is!"

Rainbow Dash gave a salute, which Pinkie mimicked as she appeared next to her. Seconds later Discord appeared next to the earth pony giving his own salute, albit in a mocking form. Twilight rolled her eyes at their antics and shuffled through some shrubby brush and past some fallen trees to see what was making all the ruckus.

Seeing nothing in her immediate sights, she slinked forward some more, trying to keep some form of cover between her and whatever lay ahead. Applejack followed close behind, doing much the same thing, while the rest of the group just tried their best to follow in their hoofsteps.

The sounds slowly grew in intensity as they edged around another boulder, only to stop when Applejack gasped. Everyone stopped to look and spotted the back of some large creature with wicked looking wings and a tail they couldn't quite make out.

"I don't know what that is," Rarity whispered, "But I really don't want to give it the chance to know me."

"Now girls," Twilight whispered, trying to calm them down, "We don't know for certain that this creature has Fluttershy yet, so we should wait and-"

"HEY YOU!"

Twilight gasped softly as she looked up at where Rainbow Dash had yet again flew straight into danger to challenge what she deemed was her next opponent.

"Ah, dear Shutterfly has gone awol again," Discord smirked, summoning a beach chair and umbrella to watch the show. Ripping off his ninja outfit he now wore beach wear, with a floral printed shirt, swim trunks and sunglasses. Laying back, he pulled a bag of popcorn from behind his back and began to munch away.

"Rainbow!" Applejack hissed out, "What are you doin'!"

"Where is my friend," Rainbow now hovered in front of the large creature with a glare. Her eyes went wide as she turned her head, her mouth opening wide to call out to her friends but could not get a word out before the creature pounced on her small form. The tackle to the ground sent a large dust cloud into the air around them, blocking Rainbow Dash from view.

The group all shouted in fear when the Pegasus disappeared under the hulking beast. Rarity promptly made a show of fainting, while Twilight Sparkle and Applejack dashed forward to try and rescue their friend. Pinkie Pie stood behind, aiming her party cannon at the large creature. Discord simply laughed uproariously, spilling popcorn everywhere.

As the dust slowly settled they watched for an opportunity to rescue their headstrong friend. All their anticipation turned to confusion as they heard Rainbow sputtering out from the cloud, "Wha-! Hey! Stop that! I kno-eeew!"

A small gust of wind pushed the rest of the cloud away leaving the group in shock as the form of a manticore, a very happy manticore, hovered above their friend. Its excitement evident to all as it happily wagging its tail, covering Rainbow Dash in drool as it licked her face. Rainbow, effectively held down by the large paws of the creature, could only shout her discontent.

"Well that was unexpected," Discord muttered as he lowered his sunglasses to stare in surprise.

"A friendly manticore?" Applejack frowned, "Now why does that sound familiar?"

As the group got closer, the Manticore turned to spot the rest of them. Mewling its delight at seeing the group of them it released Rainbow Dash from its grasp. The pegasus didn't waste a minute before she shook herself clear of the slime that the creature had covered her in and flew back over to her friends plus Discord.

"Oh, Rainbow Dash," Discord cried out with a false enthusiasm as he plucked the small pony from the sky to give her a hug, "I was so worried!"

"Yeah, sure," Rainbow said sarcastically, struggling for the second time in a minute to get out of a crazed creatures grip, "Some help you were back there."

"Oh, here I thought you didn't want me here," Discord gave a mocking smirk, "Anyways, from where I was sitting you seemed to have it under control."

"Under control," Rainbow parroted in annoyance, ready to punch the draconequus. A quiet growl stopped her in her tracks.

The sound of the Manticore moving around and whining caught the attention of the group. As it bounced back and forth with low mewls and soft growls. Twilight Sparkle found herself being nudged across the stones and boulders in the direction of a nearby mountainside.

"Wait! Hold on a second," Twilight protested at each nudge as she kept trying to get a good look around the area to see what the problem may be.

"What is it saying?" Applejack asked with a frown at the frantic Manticore.

"Where is Fluttershy when you need her," Rarity muttered as she shakily stared up at the terrifying creature.

"Oh!" Discord exclaimed in excitement, "You did? Is she up there?"

The Manticore hopped back and forth like an excited puppy when Discord talked to it, pausing only to give more whines and glances towards the rock area ahead of them.

"Yes, yes. She is a bit out of sorts right this second," Discord conversed, "But I completely understand your excitement!"

"Wait a minute," Twilight frowned, "You cannot seriously be telling me that you understand this thing!"

"Au contraire," Discord laughed deeply. Donning scholar robes and a hat, he opened a screen from the air that displayed a large family tree. The rest of the group gasped as they suddenly found themselves in desks, including a giant one for the Manticore.

"See here," Discord pointed further up the screen from his smiling avatar at the bottom, "My great-great-great-grandmother had a father who had a brother who had a sister who had a cousin who had an uncle who had a-"

"Can we get on with this," Rainbow Dash's annoyed voice rose up from the back.

"Hmph," Discord frowned sadly at the interruption, "Well, since you are so impatient, my great-great-great-great-great-great-great-great-great-grandauntie, ten times removed of course, happened to be a manticore!"

"So what relation does that make you to this one?" Pinkie asked.

"Absolutely nothing!" Discord chirped happily as his props disappeared with a soft pop dropping all the ponies and creature upon the ground, "But it does make it easy for me to understand manticores without having to learn another language!"

"As much as I would love to discuss everything that is wrong with that statement, what did the manticore say?" Twilight Sparkle gave a frustrated huff.

"It seems that he recently saw Fluttershy."

"What!" the group of ponies shouted out, making the Manticore jump back and growl.

"Calm down! Calm down!" Discord demanded to everyone in the area, "He says he recognized Fluttershy from before. Something about a thorn and a paw…."

"I thought so," Pinkie smiled up at the creature.

"How could you tell?" Applejack asked in wonder.

"Well if you look really closely at his mane, you can see there is a slight clip on his right ear," Pinkie pointed out, "Not to mention that he was already best friends with Rainbow Dash!"

"Either which way," Discord continued, "He is quite upset that Fluttershy ran when she saw him. They had been so close all the other times they met, he didn't understand why she ran in the first place!"

"Other times they met," Applejack repeated, "I thought Fluttershy was deathly afraid of that forest."

Pinkie giggled softly. As the rest of the group gave her questioning stares she explained, "See, it's funny as she lives right on the edge of the Everfree Forest."

Rarity rolled her eyes at Pinkie's soft giggles, adding, "Well, she has told me that she has gone in there before to talk to Zecura. Maybe she would check on some of the forest creatures during that time."

"Could be," Twilight mused over their small mystery, suddenly freezing in place when something snapped into place, "Wait, what do you mean that he remembered meeting her before?"

"Well, duh," Pinkie scoffed, "We all meet this particular manticore in the woods when we all first met and went after this one pony called Nightmare Moon. We all had a great time! We laughed and sang and we ran through a forest together. And here I thought we already explained all this!"

"No-no," Twilight backed up, "You see, when I cast my spell, all the ponies in Ponyville, including all of you, were convinced that everything was normal with the changed cutie marks. That Applejack was supposed to be making dresses and Pinkie Pie running the Apple Family Farm. Remember how Cherry Berry was when we asked about the balloon. It was like everypony except for me and Spike were affected by the spell."

"Well that's just odd," Discord hummed with a raised eyebrow, "I don't recall ever thinking for a second that anything was normal about how I found changed marks upon sweet little Fluttershy. As a matter of fact, I had to try to convince her of otherwise! Kept mumbling something about Rainbow Dash changing me or whatnot. I thought it was a poor attempt at pony comedy."

"So you weren't affected either?" Twilight asked with a frown. Her eyes darting back and forth as she contemplated what just happened when she cast that spell. She had theorized that she and Spike weren't affected due to their proximity to the Elements of Harmony, but perhaps it was something else. Something related to magic perhaps?

The distressed whines from the Manticore snapped her back into the present as it looked desperately up at Discord. The draconequus in question froze for a second as he listened to it's words, asking soft questions of "what" and "explain" in the middle of the creatures monologue. A feeling of foreboding washed over Twilight.

"What's he saying?"

"This isn't good at all," Discord frowned, his happy mood from seconds ago gone, "He said that Fluttershy ran off in the direction of a tribe of what he called "shadow ponies." Something about buzzing sounds and a loss of...oh, where is a good translation?" Discord pulled out a small dictionary that he flipped through before offering, "Livelihood?"

"Shadow Ponies?" Applejack questioned, trying to think over what the creature could be suggesting.

As the Manticore continued on with its frantic noises, Discord translated, occasionally turning the pages in the book before him, "She ran through the trees and disappeared between the...rocks? Ah, sorry, cave. She was headed right for the shadow ponies. They are...vicious!...and already destroyed a...tribe of cats. She is in much danger!"

"How did they destroy this-this tribe," Twilight asked, trying to understand what was being said. She felt like she should know what was being implied, but couldn't quite put the puzzle together in her head. Like one particular piece was missing to make the whole image make since.

"They drain the happiness and change their-"

The group looked at Discord expectantly who had paused, color literally draining from his face, leaving him as a black and white form upon the mountain side. With a shaky whisper, Rarity pushed, "Change their what?"

Discord's eyes danced over at the ponies before him, like he wasn't really looking at them but somewhere else. Finally his eyes rested on Twilight with a worried frown, "Change their appearance."

"Changelings," the purple unicorn gasped in realization, "Fluttershy ran right into a hive of changelings!"


Fluttershy shakily looked at her surroundings. Up above her were the hexagonal-like patterns that marked out an encampment for the changelings. Each opening held a small space that seemed to be big enough for a single pony. An unearthly green glow emanated from strange crystals that hung from the roof of the cave while the strange cave fungus added an eerie blue to the mix. Up above was the buzzing and scampering of dark figures across the ceiling. Celestia only knew what they were doing here.

Taking a shuddery breath, Fluttershy tried to slowly back up and out of the cave. She would rather take her chances with the Manticore than a hive of changelings. Keeping an eye on the dark forms she carefully tried to retrace her steps. For once it seemed she was in luck. None of the creatures seemed to be following.

With a sigh, she turned around, coming face to face with the large form of a changeling guard, its glassy eyes glaring down at her. He stood taller than that of regular changelings and wore armor that matched the eerie glow of the crystals above. His helmet housing many spiking protrusions added what looked like spider mandibles to his already frightening face.

"And what is this," his voice came out smoothly with a strange chittery hiss that sang behind each word, "A lost pony?"

Taking a deep breath he closed his eyes, before letting out a sigh, "And one so filled with swirling emotions…. What would bring a Daughter of Celestia all the way out here?"

The changeling leaned in close, the slight twitch in his eyes betraying the fact that he was studying her form. Fluttershy gasped in slight fear as she shuffled backwards, stumbling into more changelings that now blocked her path, each with their own official looking helmet that looked menacing in the low light. The changeling who spoke to her watched her actions closely. After a minute his eyes began to widen in recognition. His face marred into a long sneer as he looked at her.

"Yes, I recognize you," he hissed, "You were there at the wedding."

Fluttershy whimpered as she shrunk down as far as she could away from the creature. She felt like melting into a pile of quivering goo. Her heart began to beat erratically as she began to feel dizzy. It was almost as if she was watching a movie of her own life instead of being in it. As her breath began to come out in light, frantic huffs, she began to hear the distant sound of frenzied laughter.

Oh no, she thought desperately to herself, I can't lose control here! Not now!

The changeling studied her form with an icy glare, waiting for a response of some kind or another. But the pony just kept shaking, her eyes not focusing on him or the changelings that were surrounding them. Keeping his eyes glued to her small shivering form as he called out, "Midge!"

A changeling fell from the roof of the cave landing next to him, wearing the same helmet as the rest of the group, "Grab Coxa and check around the area. Make sure this one did not bring any friends with her."

With a quick bow the changeling dubbed Midge made a sharp click at the ceiling. Receiving an answering call, two figures made their way out of the cave opening and out of view.

"Why are you here pony?" the commanding changeling demanded of the small quivering form before him, "What mission would bring you out here to the forest? Who is with you?"

But she didn't answer.

She couldn't answer.

She was too busy trying to not lose herself in the laughter that was ringing in her ears. All around her she would see flashes of colors from a decorated landscape that only her mind could perceive. Balloons hung from the ceiling, guest adorned with partyhats, and confectionary treats lined the walls of the cave for split seconds at a time, making the world bright and cheery before it would change back into its normal, dreary form. Fluttershy gasped in frantic breaths as she struggled to stay calm and in the moment. It took a great effort to even be able to actively hear what was being spoken around her. She couldn't afford to lose herself to this insanity right now.

A mad giggle escaped from her lips for split second, making Fluttershy gasp and quiver in fright. All around her the changelings released pleased hisses.

"While your fear is...delicious," the commander muttered, his gaze averted away from the trembling ponies face. He breathed deeply, like that of a creature that had not been fed for a month. Fluttershy squeaked as his eyes snapped open and landed on her once more. "That is not answering my question however. Why are you here?"

"I-I...I'm not!" Fluttershy stuttered out as she tried to remember how to speak. Her tongue felt numb and heavy with each word she tried to use.

"Commander Chalcid," a voice interrupted her. One of the changelings from earlier, Midge, landed next to the large commanding changeling that was questioning her. She tried to listen to what was being said, but their voices had descended into harsh whispers that Fluttershy could not interpret over the roaring sounds of laughter in her ears.

"I see," Commander Chalcid muttered as he turned his attention to the small pony. Smiling darkly he moved closer, "Your friends from the wedding are on the way over now with a creature my soldiers cannot identify."

"What," Fluttershy snapped her head up, her voice coming out strained, "Y-you mean Twilight...and Rainbow Dash and-and-and everyone are on their way here?"

Chalcid waved the question aside, "I care not for what their names truly are. You and your...group are giving me a great opportunity here."

Fluttershy glanced up as the world around her threatened to spin out of control. Her eyes would not focus on any one spot and reality seemed to be slipping away.

"You see," Chalcid continued on as though nothing was wrong, "After our humiliating defeat at the hands of you ponies, our hives have become the laughing stock of conquerors all around the globe. Your untimely arrival will give us the perfect chance to win back some favor with our Queen and extract some well earned vengeance."

"V-vengeance," Fluttershy's question came out as little more than a breath.

"Why, yes," the changeling smiled a chilling grin down at her, "If I do recall, your group was part of the reason we suffered such a hard defeat in Canterlot. Our beautiful Queen worked so hard only for your group of ponies," he spat out the word, "to delay us long enough for you to cast your magics and spells. Now we have to hunt for our food each day. Our colonies starve. Larva barely grow at all! Their metamorphosis is delayed and their development is stunted. All because of you ponies."

Chalcid's face descended into a ferocious sneer as he spoke. His eyes glancing off into some far off distant memory. A fierce glare took over his face, making Fluttershy shiver. She could understand the anger the changelings must have felt at such a humiliating defeat at the hooves of an enemy that by all rights should have been easy to defeat with their powers. But it wasn't as if she had intended to personally see to the decay of their species.

"But now," his voice cut Fluttershy out of her musings, "Now we have a chance at revenge. True, you and your group may not have been the ones to cast that spell that permanently evicted us from Canterlot, but you were part of the group that was there to stop us from our goal.

"And that," his voice descended into a whisper as he moved his face close to hers, "Is unforgivable."

Fluttershy quivered on the ground, trying to stand up straighter. Her friends were on their way here. They were in danger. And it was all because of her.

"What," she started to say, pausing to shake her head and try and get the world back in order again, "What are you going to do?"

"Why, dear Child of Equestria," Chalcid stopped to look at her with a dark smirk, "My troops are going to have a feast tonight!"