Hi Guys! This chapter took so long but it was worth it! This chapter is a big one! I hope you enjoy it!


Elegant music played gently in the background as ponies chatted with each other at the Gala. The party had been going on for quite some time now and even the princesses were starting to look tired.

Heartsy and her group of friends were chattering the night away in the corner of the ballroom. Heartsy was finally feeling confident enough to joke and laugh without as much as a second thought. She giggled gleefully as PK balanced a stack of donuts on his muzzle.

"There's no way you can balance anymore!" Sky chortled.

"You're right! Because I'm about to do this!" PK hopped into the air, catching the treats in his mouth with a flourish while the others clapped.

"That was amazing!" Heartsy laughed, "Best trick I've seen all night!"

Suddenly Shaky swooped down and embraced the group in a massive hug, "You ponies are the best. I'm so glad we're friends!"

Heartsy, who was caught in the powerful dragon's arms, could feel the love given off by the rest of the group. It seemed more powerful than last time, perhaps because everypony was already elated from a fun night. The strength of the love was starting to squirm uncomfortably. A hole appeared in her hoof as she muttered under her breath, "Oh no..."

More holes appeared, slowly but surely. Heartsy started to panic as she felt her fangs attempt to grow in for the second time that night.

Heartsy closed her eyes and tried to hold everything in until she heard a voice call her name.

"Heartsy!"

She opened her eyes again to see a smiling purple pegasus waving to her before furrowing his brow in concern.

"Hey, you okay? You look even more stressed out than earlier." Flux questioned.

More holes appeared in her hooves as she felt an elongated horn grow from her forehead. Ponies were starting to stare, but she couldn't hold it in anymore.

A loud pop echoed through the ballroom. Ponies turned their heads to see where the sound came from, only to see a full-fledged changeling being hugged by a group of ponies and a dragon. Shaky dropped his friends in surprise, "Heartsy? You're a...a..!"

The group of friends was now staring at her, a mix of confused and shocked expressions meeting her gaze. If Shaky was afraid of her, surely the others would be too.

More heads started to turn and panic ensued as others caught wind of what was going on. "There's a changeling at the Gala! Somepony, get it before it steals our love!" cried a random attendee.

"It must be left over from the attack the other day!"

"Ugh! It's so horrid!"

"Run for your lives!"

Tears filled Heartsy's eyes as she turned and flew away as fast as she could, soaring over the skies of Canterlot.


As Heartsy flew away, the princesses were trying to calm everypony down while they ran and screamed in panic. Haystacks cursed under his breath as he scanned the crowd. He had thought of several plans, but they had all become irrelevant as Heartsy's nature was revealed before he could implement one. To top it off, he had lost sight of the other changeling in the confusion.

"Spread out!" Cuddlebuttons said, loud enough for his friends to hear but not loud enough to be heard much further away, "We've got to find her before someone else does!" Heartsy's friends left the gala to search for Heartsy, the pegasi via the window and the others by following behind Shaky as he cleared a path to the door.

Haystacks saw Shaky leaving and briefly considered joining the search as well, but given the circumstances there was really only one logical move. It was one he really did not like, but someone had to do it. He scanned the area near the ceiling and found a mostly clear path to the Princesses. He rocketed up and soon landed just behind Celestia with a thud.

"Celestia!" he yelled to be heard over the din, "I have information!"

The rest of Heartsy's friends split up and searched easily enough. Soon they had searched all of Canterlot, but she was nowhere to be seen. They then began to realize that they had never said where to meet up again. Shaky solved this problem by shooting fire into the air. This inadvertently scared some innocent Canterlot citizens, but it got everyone's attention.

"We can't find her! We have looked all over town!" Paige said, once most of them were gathered.

"Why are we even looking for her? I mean, she is a changeling!" Peacock said. Nearly everypony else looked at Peacock with dark glares.

"The reason we're looking for her is because she is our friend….right?" Sky asked eating a random taco that he pulled out of his white, fluffy fur. Rose and PK looking at each other, worried. They saw their "friend" transform into a changeling! They don't know what to think! Cuddlebuttons yawned and used his wing to wipe his eyes.

"Guys… It's late. How about we all talk about this tomorrow? We all have had a big day." CB said wearily.

Haystacks, who had caught up with the group, chimed into their conversation, "That's not a bad idea. Maybe she went back to one of our houses, or is around Ponyville somewhere? Besides, it's hard to search properly if you're tired. Easy to miss things, especially if you're looking for a changeling."

Everypony's eyes started to droop. They all decided to talk in the morning. They said goodnights and walked or flew home as the rest of the party dispersed.

Professor Haystacks, well accustomed to late nights, grimaced to himself and hung back from the rest. "Well, that proves that these goggles show changelings as red," he said to himself, "But now what do I do?"


Somewhere in the forest, Heartsy sat alone, silently thinking to herself about what just happened. She should've expected a reaction like that. She was foolish to think anypony could actually accept a changeling into their group of friends. She sat, lost in thought, for what felt like hours, until she heard a faint rustling of the leaves.

"Who's there?' Heartsy called, suddenly on her guard.

Peacock, Rose, Starfire, Shutterbug, and Shaky all appeared among the trees.

"Heartsy! We finally found you!" cried Rose.

"What are you guys doing here? I thought you would have all gone home," Heartsy said, a bit surprised.

"Oh! We wanted to come find you to tell you that we don't want to be your friend anymore!" Star smiled, oddly cruelly for the yellow Pegasus.

Heartsy sighed, feeling defeated, "I should've figured. Who would want to be friends with a changeling?"

Peacock bounced forward this time, "That's an easy answer! Nopony! All changelings do is eat love! And my cake that one time! How could you?! That cost ten bits!"

Shutterbug trotted towards Heartsy, holding a camera infront of Heartsy's face. "Smile for the press! I want them all to see your horrible face in tomorrow's newspaper!"

"I feel like I need a bath. I did hug a bug after all. How gross." Shaky added, grinning oddly at Heartsy who now looked horrified.

"I thought you were all my friends? Aren't ponies supposed to be friendly and nice to each other?"

Rose took Heartsy's chin in her hoof, "Oh, we are nice to other ponies, but changelings are a completely different story."

"We knew you were a changeling the whole time. We only pretended to be friends to have pity on you." Peacock beamed cruelly.

Heartsy got up and smacked Rose's hoof away, anger now rising in her heart. Her eyes turned red as she shouted, "FINE! I don't need you ponies anyways! I'll be better off at the Hive!" She turned her back on them and flew away into the night.

Shutterbug cried out, "Good riddance!"

"We won't miss you!" Star giggled.

"Don't forget your flyswatters in case she ever comes back!" Peacock chimed.

Heartsy ignored them. Hurt by her friend's words, angry tears filled her eyes as she blasted a pile of rocks with her magic in frustration.

The group of ponies watched as she flew away, laughing until she was no longer visible. With a pop, they transformed into several changelings.

Stinger chortled, "Well done! The Queen will surely be happy with our work here tonight."

"Indeed. Now we must return to the hive to carry out the rest of her plan." Pincer smiled wickedly. The rest of the changelings laughed as they disappeared into the night.


Back in Ponyville, most of Heartsy's real friends were settling in for the night. Peacock had returned home, greeted her family, expressed disappointment that they had not seen Heartsy, and promptly went to her bedroom to unwind after such a long night.

Peacock's room was a light red color. She had a white desk with a large stack of paper and neatly-sharpen pencils. Her bed was black with black pillows. A few other things decorated her room; a dresser, closet, vanity mirror, some stuffed plush toys, and some games. Peacock reached into her dresser and pulled out long dark blue pajamas with little white clouds. After slipping them on, she hopped into her bed and sighed, "I sure hope things will be alright in the morning."

Soon after she rested her head on her hooves, she heard something peculiar. It almost sounded like a low laugh. "H-hello? Who's there?" She called out into the darkness.

Another, louder laugh sent chills up Peacock's spine as a low voice answered, "Something out of your worst nightmares, my dear." Peacock sat straight up when something in the mirror had caught her eye. A shadow slowly approached behind her bed and took the shape of Queen Chrysalis.

"Well, well, well, now there's merely one little pony all by herself." Chrysalis grinned, placing a hoof around Peacock's bed casually, "Who would've thought?"

"That's not true! My mom and sister are in the other room! I just saw them!"

"Oh, I wouldn't be so sure of that if I were you. Did you really think I came here alone?" Chrysalis laughed, mocking Peacock as the mare's expression changed to one of pure terror. Two pairs of changeling eyes peered from her now-open bedroom door.

"What did you do to my family?!" Peacock lunged at the Queen, who gave a sharp laugh as she easily missed.

"Ha! Don't worry about them. They are safe...for now. You have a much bigger problem on your hooves, after all. One of your dearest friends turns out to be one of my most powerful subjects, and you just turned your back on her." The Queen smiled, loving every moment of this.

"We did not turn our back on her! We were going to look for her tomorrow!"

"Yes, but she has a...different interpretation of tonight's events."

At this, one of the changelings stepped forward into Peacock's bedroom and transformed into an exact copy of the mare.

Shocked, Peacock gasped, "What have you done to Heartsy?! If you hurt her, I'll-"

"Oh I wouldn't worry about you hurting me, I would be more concerned about Heartsy hurting you.

Peacock was silent for several heartbeats.

"Heartsy would never do that! She's my friend, she isn't like the rest of your kind!"

Chrysalis merely rolled her eyes, "You might be surprised."

The two argue back and forth, until finally, Queen Chrysalis couldn't handle it anymore and snapped.

"That is enough! I am finished with you now! Pincer! Stinger! Take this pony to the hive and get her OUT OF MY SIGHT!"

"Yes, my Queen!" The guards said at once, grabbing a struggling Peacock.

"No! You won't get away with this! My friends will find out and-"

"Save it!" Chrysalis put an immobilizing spell on the mare to keep her still and quiet. "You'll be lucky if you ever see Ponyville again!"

Peacock suddenly felt very dizzy. Her head was pounding and her ears were ringing. She fell to the floor, her eyes slowly closed. That last thing she saw was Chrysalis giving her an evil smile. It all went black.