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"So where is she?" Applejack asked angrily.

The earth pony, and four of her five closest friends, were all gathered outside the entrance to her barn on the Apple family's land. The feeling in the group was tense, as one of their number was not present, as Applejack was quick to point out.

"Y'all told me she'd be here today."

Rarity spoke up.

"She will be here Applejack. You know Twilight. She'd never miss out on helping you here."

Applejack gave a huff and turned away. Twilight had been arriving late to the group's usual meeting more and more these days. Everyone knew why but no-one was willing to say it. Applejack, never known for being anything but straightforward, decided that enough was enough.

"Look. I know she's got in her head to look after this feller she met, and I respect that. But it's been two weeks now and we still know nothing about him. All we do know is that twilight keeps meeting with him instead of the rest of us."

The rest of the group looked at each other uncomfortably. They'd known Applejack to get upset in the past, but this was different. Whenever other strangers had shown up in Ponyville, she'd usually be right there at the front of the crowd when welcoming them. But her attitude towards Dusk was uncharacteristically aggressive, something the others wanted to understand.

"Look AJ. I'm as curious about this guy as you, but we shouldn't judge him too harshly. He's been through a lot after all." Rainbow said.

Applejack threw her a nasty look.

"That's what I'm afraid of. You were there Rainbow. You saw what that part of Everfree looked like. What if he was the one who caused it?"

The others had also considered this at some point. For a pony to be right in the middle of such a thing and still come out of it without a scratch, the only logical explanation was that they'd somehow been party to it. Still, in spite of that, they'd all agreed that the guy was telling the truth about his memory loss. And arguing over it wasn't going to change anything.

"And if he did cause it, what then?"

The voice had caught them all by surprise. They spun around to see twilight coming around the corner of the barn, looking rather upset at the group. A look which caused many to cough with embarrassment, especially Applejack.

"Twilight! Well....we were just talkin and..." She began.

But Twilight held up a hoof to stop her from continuing.

"I know what you were talking about AJ. And shame on you! This is exactly what we went through with Zecora. You didn't trust her because you knew so little about her. And look how THAT turned out! We had to go through the entire Everfree forest to find out that you were wrong!"

Applejack cringed at the thought. It was true. She'd acted very unfair towards the zebra when she'd first arrived in Ponyville. And in fairness, Dusk had never done anything to her or anyone else, so she had no real reason to distrust him. But still, there was something about the stallion that made her uneasy.

"Look Twilight. I'm sorry if I upset you. But still, we need to keep an eye on him. At least for the moment."

Unbeknownst to the group, a white stallion was standing around the corner, listening to every word they said.


Dusk walked down the main street of Ponyville, dwelling on what he'd heard. The ponies of the town kept giving him odd looks every now and then, but for the most part they'd become used to him, just as he had become used to being around all of them.

They didn't trust him, he thought to himself. They thought he was dangerous. He'd never done anything to them and they still didn't want to get to know him. Of course not, he considered, how could they? After all, how could they get to know him when even he didn't know about him.

After walking for a while, he stopped and raised his head. Ahead of him was the path leading to the Everfree forest.

"That's where it began. If there's any answers for me, it's in that forest."

Now resolved, Dusk charged forward, heading straight for Everfree. It didn't take very long to get there, and one inside the forest he kept to the path, at least for as long as he needed to. Twilight had told him that the place he'd been found in was not too far from the path. So he kept his eyes peeled for anything unusual along the road he was walking.

Eventually, he saw it, off to the left. Moving through the dense trees, he eventually found himself in the clearing, and was shocked by what he saw. While it was true that his first memories were of waking up in this place, he'd never really looked at it closely. But here it was, every bit as terrible as he imagined. The trees still bore the marks of excessive scorching, although the smell of fire and burn had long since vanished. There was nothing here except scorch marks, all in a perfectly circular pattern.

As he looked at it, Dusk could not help but feel down. A perfectly circular area of destruction. There was no way this was natural. Whatever had happened here, it was done on purpose. Were they right? Had he somehow been involved in this terrible thing? It was not a thought that pleased him in the slightest. But still, if he had been involved, why was he uninjured? No pony could possibly be in the middle of whatever caused this and come out of it in good condition as he had done.

But the most depressing thing of all was that being here had yielded no further answers for him. Everything here was a blasted mess. If there had been some evidence of who caused this, it burned a long time ago. His search had been in vain.

Knowing this, Dusk walked slowly back towards the path he came on. After a few minutes, his ears pricked up when he heard a voice calling from nearby.

"Somepony! Please help me!"

He did not recognise the voice, but regardless began running in it's direction. Eventually, the calls became more frequent, allowing him to locate it's source more easily. He stopped behind a large tree and looked behind it. There, was a young pony, a filly. Her fur what a light yellow and her mane red. She wore a big red bow on top of her head. And she was afraid.

Looking to the right, Dusk saw what it was she was backing away from. His stomach turned at the sight. It was no pony, that much was obvious. But it's size and shape suggested one. It's was a deep black, and bore wings like an insect. It's eyes were a deep blue with no pupils and it's whole image evoked the feel of an insect about it. Dusk had never seen such a thing before. All he knew was that at this moment in time, it was a threat to the child before it.

Before he could think further, the creature assumed what could only be an attack position, ready to strike. The filly backed up further but eventually backed up to a tree, unable to go further. A loud gasp escaped her mouth as the creature leapt forward. But before it could reach her, a jolt of green magic struck it from the side, knocking it hard into a nearby tree.

The creature recovered quickly though, looking to the side to see what had struck it, as did the filly. The both watched as Dusk emerged from behind the tree, his horn glowing a green and his face bearing a threatening expression.

"Back away from the child". He commanded.

But the creature merely focused it's attention towards the stallion. It assumed the attack position from before, as did Dusk. After a few moments of silence, the two lunged at each other. The creatures teeth were sharp, but Dusk got beneath and impacted it's chest with his horn. It did not pierce it, but there was enough force to knock it back again.

The creature, now fairly angry, began fluttering it's wings. It charged once more. Instead of shooting it with his magic, Dusk spun around and "bucked" it with his back legs. He spun around, ready to blast the dangerous creature once more. But his anger was halted immediately when he saw that what was lying ion the ground was not the creature, but the child he'd been protecting.

"Please don't hurt me!" The child pleaded.

Dusk was understandably confused by all this. He was sure that this was where he kicked the creature. His confusion increased further when he heard a familiar voice from behind him.

"It's a trick!"

Turning around, he saw the filly behind him. This was all too confusion for him. There were two of them? Before he could open his mouth to speak, he felt an immense feeling of pain at the back of his neck. Turning, he saw that the filly who had been lying against the tree was now biting the back of his neck with an angry look on her face. His confusion soon disappeared however when, in a brief but blinding flash of green light, the filly somehow became the creature.

All Dusk was focused on right now was simply how much pain he was feeling from the creature's bite. It was utter agony. He flailed about, trying desperately to get the beast off him. But the creature wasn't budging. Finally, Dusk charged backwards, towards the tree he'd laid the creature against earlier. He bashed the creature into the hard wood and he force himself backwards. That didn't do a thing so he tried again, and again, and again.

Finally, on the fifth bash, the creature finally let go. Dusk spun around and blasted it back using his magic. Now lying on the ground, the creature had a severe burn mark on it's chest. It clutched at the wound and gave an aggressive howl at the two ponies. Then, much to the ponies' delight, it turned around and flew off, screeching all the way.

Once Dusk was sure it was gone, he turned around to face the young filly.

"Are you okay?!" He asked.

She gave a brief nod, still clearly shocked by what had just happened. She opened her mouth to say something, but soon noticed something and gave a loud scream, pointing at the stallion.

"You're bleeding!"

Urgently, Dusk held a hoof to the back of his neck where the creature had bitten him. Sure enough, there was blood seeping from the wound. It did not take long for him to feel the effects. He must have lost more blood that he originally thought because he began to feel very weak. So much so that soon he could not even stand up, leading to a collapse on the ground.

As things began to go dark, he heard the voice of the young filly call out.

"Help! Somepony please help!"


After what seemed like an eternity, Dusk began to open his eyes. What he saw was very familiar. The white ceiling and cool air. This was exactly where he started out a few weeks ago, Ponyville hospital. The filly had clearly managed to get help in time.

His neck was still sore, but he felt that it had been bandaged and cleaned. He was lying in a rather comfortable bed, in a private room from the looks of things. But he did not have time to dwell on that as he soon heard a voice from his right.

"You're awake!"

It was a voice he'd heard many times and was glad to hear again once more. Turning his head, he saw the smiling face of Twilight Sparkle.

"Hi". He said weakly.

"Hi". She replied.

Looking around at the room, Dusk had many questions to ask. Questions he wasted no time in answering.

"What happened?"

Twilight got out of her chair and walked to the side of the bed.

"Well, we were all looking for you once I got back from Applejack's farm. But we didn't have to look far as Applebloom came running out of the Everfree Forest and told everyone you were injured. We rushed over and found you, bleeding all over."

Twilight drew her eyes to his bandages around his neck. The stallion placed a hoof on them. It was still sore, but he was relieved that the worst was over for him.

"You should consider yourself luck. Not many could to against a changeling and live to tell about it." She said.

Dusk raised an eyebrow.

"A what?" He asked.

Twilight's expression grew grim.

"A changeling. They're a race of shape-shifters that came close to conquering our nation's capital, Canterlot."

Dusk could not believe what he was hearing. Shape shifters? That explain how it was able to assumed that filly's appearance. It made him shudder to think that there could be entire swarms of these things out there.

But considering that, another thought emerged.

"Where's the filly? Is she okay?" He asked.

Twilight raised a hoof.

"She's fine. In fact, she's outside with the others."

Dusk looked over to the door. Twilight walked over to it and opened, poking her head outside.

"You can come in now. He's awake."

He heard movement from outside and soon saw Twilight's friends come into the room, all smiling at him. Pinkie Pie even more so, as she was bounding her way into the ward.

"Hey! How are you doing?" Pinkie Pie asked cheerfully.

Dusk smiled and afforded himself a brief laugh.

"I'm fine Pinkie. Thanks for asking."

They all surrounded his bed. Now that he saw them all, his attention was soon drawn to Applejack, who approached him slowly.

"Listen Dusk. I wanted to apologise."

Dusk tilted his head in confusion.

"For what?"

Applejack looked rather ashamed with herself at this point as she answered.

"For me. I didn't trust you. And you went out of your way to save my sister."

Dusk was confused at first, but soon understood what she was saying.

"The filly? Applebloom? She's your sister?"

Applejack nodded.

"Eyup. She was makin her way back from Zecora's place when the changeling attacked. She would be gone by now if it weren't for you. Can you ever forgive me for what I thought about you?"

Dusk smiled. Although he'd been largely accepted by the ponies of Ponyville, this was the first moment that he's ever truly felt like he was one of them. It made him happier than he'd ever felt. And this was not simply false modesty or forgiveness on Applejack's part. Dusk could tell just from looking at her that she meant what she was saying and that she was truly sorry for having said what she'd said. And this was what he wanted, to be accepted as one of them, so he was not going to waste this opportunity by holding a grudge over what had been said about him. He nodded at Applejack, accepting her apology, a gesture which pleased her greatly.  It was here that Dusk noted some movement behind her. Slowly, Applebloom emerged from behind her sister.

"Um. Mr Dusk? Sir?" She said quietly.

"Yes, Applebloom?" He replied.

She made her way towards his bed, head down as though ashamed. Applejack urged her forward, encouraging her to speak.

"I wanted to say I'm sorry. If I hadn't been out there, you'd be okay."

This time it was Dusk's turn to put his hoof up.

"Applebloom. You have no need to apologise. You were as much of a victim in all of this as I was. You don't need to feel sorry about everything."

The young filly smiled at him, as did the rest. But then Twilight gestured to all of them and told them that he needed his rest, given his injuries. They all agreed on that and left, all giving their goodbyes as they left the room. Twilight soon followed, but not before giving him one final smile before doing so.

Dusk settled back and relaxed his head on the pillow. Despite the pain his neck was feeling, this was as good as he'd felt since waking up in Everfree all those weeks ago. He was finally one of them, he thought to himself.


It was dark. Dark and cold and wet. The changeling crept through the tunnels of his race's make-shift hive with all due haste, the green glow of the walls providing him with all the light he needed. He only stopped every so often to clutch at his chest, where he still felt the sting from where that magic has burned him. Eventually, he made his way out of the tunnel and into the central chamber. A massive room where hundreds of his brothers were crawling on the walls.

They all shrieked with his arrival, but his destination was at the centre of the room. For there, sitting down, was the leader if his kind. A changeling larger than all others. Female, with a long blue mane and an appearance that resembled a decayed alicorn.

Chrysalis. Queen of the changelings. Their leader. Their mother.

As he approached, he bowed his head low in respect and reverence. The Queen, finally noticing his arrival, turned and bid him rise.

"Speak." She said calmly.

Speaking in their natural form was difficult for changeling. Their mouths were simply not designed for it. As such, their words often came out sounding terrible, as though they were coughing as they spoke.

"It is done my Queen. The stallion found me. Fought me. Saved young pony."

Chrysalis smiled. A look that would have sent a shudder down anyone's spine. She rose from her sitting position and approached the drone, who kept his head down. She raised a single hoof and placed it under his chin, raising his head up so that they were now looking each other in the eye.

"And the stallion. Did you injure him?"

The drone smiled back.

"Only enough to make it convincing."

Chrysalis chuckled at this.

"Excellent. You have done well. Leave me now."

The drone nodded and bowed once more, leaving her presence soon afterwards. Chrysalis considered what she had just been told. Her plan was working perfectly. All she had to do now was wait. She looked up at the top of the chamber, to the hole at the top which let in moon-light, and smiled.

"That poor boy has no idea what I have in store for him."
Chapter 4.


All property belongs to hasbro.

Here's the links to the other chapters:

1 - [link]
2 - [link]
3 - [link]
4 - You are here.
5 - [link]
6 - [link]
7 - [link]
8 - [link]
9 - [link]
10 - [link]
11 - [link]
12 - [link]
13 - [link]
14 - [link]
15 - [link]
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elr79655 Featured By Owner Sep 15, 2012
Chrysalis is probably one of the few recent villains in any media I've come across that can genuinely send shivers down my spine, even in written form.
Thejboy88 Featured By Owner Sep 15, 2012
Glad to hear I was able to pull that off.
EllaTheLama Featured By Owner Aug 15, 2012  Hobbyist Writer
Thejboy88 Featured By Owner Aug 16, 2012
Don't worry, it's coming
999lazerman Featured By Owner Aug 15, 2012
my thoughts exactly
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