== CHAPTER ONE: BACK HOME ==

School was over. It was time to go home.

Piña Colada looked around the room as the bell rang, her short sifting tail went limp, and her eyes sagged. School was just too short these days it seemed. Miss Cheerilee took notice as she wiped the chalk slate with the underside of her tail. Piña sighed as she turned from her desk and began the longest walk.

Back home.

As the classroom quickly emptied of the other excited students, Cheerilee moved alongside the filly. "Piña, is everything ok?"

She only sighed more heavily in response.

"Is it your cousin, Ruby? She must be really sick staying home today."

Piña bit her lip. "Yeah."

"Can I walk you home? Maybe I could talk to your sister?"

Piña just teared up and started running. Cheerilee took on a quizzically concerned look, watching her trot in the wrong direction.

The filly turned the corner between some shops and sank to the ground against the brick, coiling her tail around her right flank and sobbing. Everything hurt, it seemed. Her head, her stomach, her chest, her eyes—school was there was to make it go away, and the few times she had pleasant dreams, they were about school lasting forever.

Piña overheard some laughter and happy trotting of some schoolmates. With her mane scarfed around her neck and nose, she wiped her tears on it and shook her head. With a sniffle she toughened up and once again started on her way—back home. She would have stayed in that spot sometimes to cry herself out, but listening to happy foals excited to leave school would just make it worse.

Noi, Rumble, and Jelly Splat were giggling over their game of hopscotch. Piña watched Rumble and Splat attempting to outdo each other in front of Noi who put on a particularly wide grin watching them. Piña tightened her face, gritted her teeth, and marched over towards them. Noi rolled her eyes upward and teased them. "Gee, I wonder which of you can jump the furthest."

"I can!" Jelly Splat shouted. His hyperactivity was practically a special talent, and he bounced off the side of a house and over the all the chalk-etched boxes. He twirled on a hind hoof arms above his head and finished in a gallant pose and bow, but fell over on his finish.

Rumble spat. "As if," with a running start, he buzzed his wings and performed a tremendous leap but landed only a foot further.

"That doesn't count," Splat said stamping his right hoof, "That's not a jump!"

"It sure was," Rumble argued, and the two colts went muzzle-to-muzzle, growing in high-pitch.

Noi walked by, flicking her long, wheat golden mane, lowering her eyelids, and rubbing her choppy tail across Rumble. The Pegasi's wings flittered as her tail moved over them, over his head and over Jelly Splat's head and back, and his features wobbled behind her trail. She looked behind at the two colts. "I suppose we could call it a tie unless…"

Noi fell hard to her flank. She tried to look up but Piña backhooved her.

Rumble and Jelly Splat trotted over, both equally angry. Splat was first to react. "Hey! Whaddya do that for?"

Piña's barred her slightly stained teeth, her blue eyes wide, and eyebrows very low. Hot breath splashed Noi's face as Piña snorted.

Noi looked confused for a moment, but then she perked up with a smirk. As she looked over at the two colts she began to sniffle. "Owe, that hurt!" Noi said bringing an arm over her forehead, "Why ever did you do that for?"

"You know exactly why!" Piña said.

The two colts moved to either side, wrung her arms, and dragged her away. "Leave her alone," Rumble said, "we were just having our afternoon competition."

Piña's eyes welled up. She wanted to hit her friends and tell them to go home. But she didn't want to hurt them, but she also hated to see them used so.

"Looks like somepony's jealous," Noi said rubbing her cheek.

Piña didn't change her angered expression and she took to a standoff.

"You two used to be friends," Splat said as he backed away from Piña towards Noi.

"Yeah, lighten up," Rumbled added as he also stepped towards Noi and helped her up.

Noi lowered her head. "Keep this up, Piña, and you won't have any friends."

Piña curled a lip and shouted, "You're the reason I don't have any, and won't have any, and you know it!" The filly turned her back, on her friends, and on the whole world it seemed, and walked through the ally into the shadow of her home. She gulped and opened the back gate and shut it fast, closing herself off from the world she once knew and loved. Back home.

== Chapter 2: Remedy ==

Piña Colada was already used to the smell of vomit behind the house, even as it mixed with the thick aroma of alcohol and rotting garbage slashed by broken glass. She and her cousin had to clean it up frequently and with Ruby Pinch not feeling well, she would probably have to do it alone this next time.

The lavender filly's tail sank, the tip sliding on the ground back and forth in thought. She closed her eyes, held her breath, and walked in.

At the sound of active scrubbing, she sighed with relief. The living room still didn't smell the best, stained and molded in some places but at least there was some lemon-berry scented cleaner in the air. Piña saw her older sister Berry Punch by the sink wearing a bandana on her head as she cleaned the counters. "Oh, hello, Piña! What took you so long this time?"

Piña closed the door and and faked a grin. "Some of my frie—classmates—were doing something silly, and I just had to watch."

Berry looked over at the young filly's awkward smile and tsked. "I know that look, Piña," she said turning to the fridge. "And I know something is troubling you."

Piña Colada's smile unstitched into a frown as she walked to the couch and plopped on the side, placing her head on the armrest as her eyes dimmed and mouth scrunched from the pain ebbing throughout her entire body. She heard the familiar sound of a bottle's uncorking squeak and shut her eyes, listening to the gentle trotting on the living room rug followed by feeling the weight of her older sister sit beside her.

Berry Punch scooped up the filly and readjusted as she laid next to her, stroking her mane with her chin. "Here."

Piña shook her head.

"Piña Colada," Berry gently scolded.

The filly dared to open her eyes. Just as her nose told her, an open greenish bottle of strong liquor greeted her sight. Piña twisted her body away from it and looked up at her sister. "Everything—everything hurts, Berry," she started to cry.

"I know it does."

"I'm tired of it. I don't want anymore. Why don't you ever ask me what's wrong? Why can't we just talk? You think this is the cure to everything! And I'm fed up with me, you, and Pinchy being sick all the time."

Berry's motherly face straightened. "Piña, do you know why Pinchy is so sick today? Because she was being stubborn. You can't go too long without this anymore. Now then Piña, do as I say. Both of us don't want this, but it's for your own good, so be a good filly—and drink your alcohol."

Piña curled up her lip as Berry pushed the green-glass bottle to her younger sister. The lavender little one pinched her face in defiance and mumbled. "I'm—thirsty. My throat—burns. I want some water." She waited a few moments as she looked up and sternly finished, "Please."

Berry began petting Piña's choppy hair with her left hoof and suddenly slammed it hard on her forehead. The filly yelped and Berry jammed the bottle into her sister's mouth and tipped it up, using her weight to forcefully pin it between her lips.

Berry whispered loudly with a cough, "This hurts me more than it hurts you." She rubbed her other arm into her little sister's stomach, making sure she didn't try just spitting it all out over the couch she just cleaned. After completely controlling her sister's movements and waiting a moment, she bowed her head, sighing with satisfaction upon hearing the loud, unwilling gulps. The little one struggled, her tail flicking angry and her arms and legs shifted under Berry's weight, but it was really no use.

"I'm sorry, Piña. You know I am," Berry moved around the bottle and kissed her on the spot she had struck. Piña's eyes went from angered defiance to limp drowsiness. Berry smiled upon seeing her sister give up the struggle and accept her remedy. She picked up the filly and cradled her like a babe as she tipped the bottle back, reducing the forceful flow. The older sibling whipped her head back and looked towards the window at the brilliant-red curtains shading the cruel world within. And on a ledge beside it was a photo of them winning the Sisterhooves Social.

"There's no use talking about our problems anymore. All we can do is—forget." She shook her head and looked at Piña, her eyes droopy and face bubbling so she eased the bottle away and petted her. "All better?"

Piña lazily nodded her head.

"Awe, you're so cute when you're drunk," Berry Punch said. She scooted her sister off the couch and poured some of the liquor into a plastic cup. "Here, take this upstairs to your cousin. And try not to spill. And I'll clean things up outside today, okay?"

Piña took the cup in her mouth and began the unstable walk to her chore.

"And Piña, if she needs anything, you give it to her. Do you hear me?"

"Mhmm."

Piña made it upstairs without incident, fully realized that she wasn't her total self. She couldn't think completely straight, and she knew things weren't right, but in her stupor, she didn't care as much. She sidestepped to push the door open.

Ruby Pinch wasn't in bed anymore. The bright pink filly was hunched upside down beside it, using her magic to bounce a ball against the walls, furniture, and ceiling. Everything was a junk pile of old toys, paper, cans of various drinks, and wrappers to snacks. Piña took a few steps in and heard a loud crunch beneath her hoof. She looked down and stepping the side discovered a cockroach, which was probably there for the past day or two already.

"Hey Piña," the unicorn said without moving, "So uh, how was school?"

Piña wiped her hoof on the rug and set the cup down next to her cousin. Ruby made the ball bounce onto her own chest before focusing her magic on the cup, taking a calm, ginger sip. Piña shook her head. "It was fine."

"How's Rumble and Jelly Splat?" she asked in-between sips.

Piña sat down next to her cousin. "They're—they're fighting over—um…"

"Fine then. I don't want to know." She closed her eyes and took another sip. "They're as good as dead."

Piña raised an eyebrow and hiccupped. "What do you know?"

Ruby grinned. "Mom was talking about it. We're going to have another harvest tomorrow. Mom said this Nightmare Night was going to be perfect for the biggest one yet."

Piña wobbled a bit before shaking her head. "I don't believe you. We just had one—a few nights ago!" Piña didn't know how to feel. She was upset, confused, and trying to stay in denial. "You're toying with me again, aren't you?"

Ruby shifted over. "No, I'm not. But speaking of toying," she took multiple gulps to the last of her drink before tossing the empty cup on the floor. "Mom say anything about coming up here?"

Piña raised a hoof and squinted an eye. "Uh—she…"

"Ha! Knew it."

Piña puckered her lip and lowered her head. "You don't seem all that—sick."

"That's because I wasn't," the light pink unicorn said standing up and and pressing her forehead against Piña's. Piña tried backing away but stumbled on some toy blocks and fell to her back. "I like the alcohol Mom gives us. It helps a lot. I faked so I could skip going to that crappy school today. You shouldn't be so stubborn. Accept it all, like me. You'd be better off. Ha! Not like you have any friends or life out of here anyway."

Piña wrinkled her eyebrows as she looked up at her cousin and pleaded. "Pinchy, please…"

Ruby Pinch gently placed her left hoof down on Piña's mane and pressed hard to keep her in place. Her cousin winced and gritted her teeth, folded her legs and wrapped her choppy tail over them. But Pinchy used her magic to peel her tail back and force her legs apart. The strength of the Earth filly being under the influence wasn't enough to resist, while the unicorn felt empowered.

"Come on, Piña Colada! You're such a baby. We're lucky, you know, to be allowed to do this together and see what it's like." She pressed her muzzle against her cousin's left cheek and gave it a lick. "I want to use my horn this time."

Piña's tearful eyes widened before squinting shut, her whole body shivering. She wanted to shake her head or do something, but her hair was being pulled and yanked. Her only hope was that the alcohol doesn't make it so bad.

"Girls!"

The two flipped on opposite sides in heavy breathing at the sharp sound of Berry Punch coming upstairs.

"Girls," she pried open the door and saw them on the floor of the messy room. "We're needed. Come on, get ready to go out to the vineyard."

== Chapter 3: Recruitment ==

Bon Bon was in tears. She watched the visions of Ponyville unfold as it degenerated into a burning heap of destruction and chaos. But there under the house was Lyra, thick blood dripping down her arm and pooling on the soot and wood.

She bent down and rubbed the bloody hoof of her dead friend across her forehead, leaving streaks of red across her light green coat and curled cobalt-rosy streaked mane. The screams and crackling flames gently faded and when she looked up and around, there was calm. She stopped and backed away, the vision was gone. There were suddenly nothing but stars.

"What troubles you, my little pony?"

Bon Bon wiped her tears and searched for the source. She looked up at the brilliant constellations of blues and gentle greens and saw Princess Luna. The pony of the night was floating down and landed on an unseen, solid surface as her mane and tail of dark blue and flickering stars bobbed behind. Bon Bon would have bowed politely bowed but she was still overcoming the shock of her dream, and so resorted to sliding into a miserable droop.

Bon Bon tried responding between sobs. "I am sorry you came to me in this nightmare, Princess. I was trained for lucid dreaming and I was doing fine for many years."

"That is precisely why we am here," Luna replied with her voice in an echo. "I have not had the pleasure to alleviate you of any nightmare in all the time I have returned to Equestria because it seems you do not have any. What is it?"

"The destruction of Ponyville and threat to my friends should be nothing new," Bon Bon sniffed her last, stood up, and looked away. "But there is something in the air here, something is going to happen. I can feel it. Something terrible is brewing. Things are just too calm. Something must be happening, and things have already happened."

"How do you know this?"

"I—I guess I don't. It's just intuition. Like I said, even when I do start to have a nightmare, I am trained to recognize and control them, considering my previous jobs and missions. But this time I can't help it. Something has probably already happened."

Luna raised her head and looked towards a myriad of doors, each leading to the dreams of a different pony. "If that were true, I should have gotten a glimpse of it through the nightmares of other ponies. But I do agree, Ponyville is quite overly peaceful these past few moons."

Bon Bon lifted her head and frowned into determination. "But if something is happening, and able to hide from your dream walks, Princess Luna, something must really be amiss. I must do whatever I can to protect my home. My friends. And Lyra. Please understand."

"I do. It will be Nightmare Night tomorrow, and if anything is to happen, that is the perfect time. Twilight and her friends will be busy at her castle for the celebration. If Ponyville is under threat, they will be there to stop it. But I believe this is something for you to handle quietly. I will see what I can find for you before you wake. But if things are as serious as they seem, there are two battle ponies in Ponyville who can aid you."

---

Swift Blade shot awake and he was out of bed in an instant. His sky blue coat shone in the moonlight piercing the window, showing his red-yellow flash and dagger cutie mark. His thick jet black and cobalt hair sifted around his horn as he twitched left and right. Behind him in bed was the grey wing to a mare still sleeping peacefully. He quietly edged up to the side of the window out of the light and perked up his ear.

Sure enough, there was an unusual clattering.

Swift galloped downstairs and opened the door with his magic. He looked around all too ready for a fight. "Show yourself," he said in a low tone on edge. Movement above caught his eye; the shadow of a pony hanging on the side of his roof who waved at him. With focus, he teleported on the roof above the mysterious pony, legs perfectly balanced. He tilted his head suspiciously at the mare dressed in black below him.

She lowered her hood. It was Bon Bon.

He raised an eyebrow high but did not lower his guard. Being a battle pony, it was his nature and thus, also being not very social, struggled to put a name to the face. "Um—Bon Bon, was it?"

Bon Bon looked left and right. "My alias, yes. I'm special agent Sweetie Drops. There's not much time to explain, and things need to be kept quiet. I've got a hunch something terrible is coming to Ponyville, maybe all of Equestria. But I need battle ponies I can trust that can help me get to the bottom of it. My intrusion was a test of your abilities and you passed."

She pulled up an Equestrian pendant hanging on her necklace of the two sisters in a yin yang circle. It was made of a rare white gem that had to be forged in magic and to those who had military or special training, it was a sign of top secret missions from the princesses. Swift would otherwise have clearly logical reasons to dismiss the mare. "Alright. What do you need?"

"I'm recruiting you and a lone traveler named Redeye. Being that tomorrow is Nightmare Night, if anything happens, that's the time. What little I could pick up was that there was some sort of 'exclusive' ritual going on in the Everfree Forest. And on such a night, no pony should be venturing there. Wear a costume disguise that allows you to be equipped with weapons and armor. There will be a drink stand set up by Lyra and Berry by the south road. Meet us there."

She handed him the pendant, saluted and dropped down from the roof, disappearing into the night with her grappling kit. Off in the distance was a tall, masculine stallion who waved at Swift as Sweetie Drops ran by.

Rarity was having a difficult time assembling costumes for a quarter of Ponyville. She only had a late morning and afternoon left to finish it all, rushing to put last-minute details on various pieces and accessories. As Rarity went back and forth, she attempted to help her customers in her store. Everything would have gone smoothly and organized were it not for one filly in particular.

Silver Spoon held her white-powdered face up high, looking down with lofty eyes at her Geisha costume. "Everything must be perfect." She smiled wide at the mirrors that surrounded her, noticing a small green speck in her pearly teeth. With a frown she rubbed the spot with her tongue. Looking again she flashed her new grin with satisfaction. Silver Spoon twisted elegantly to the left in a slow twirl to make sure every stitch and hem was in place and to assure it felt comfortable as she raised and lowered her hooves.

But most importantly, Silver checked to make sure that the red flowers with rubies at their center bedazzled in the reflections off of the white and blue hues of her kimono. Satisfied with the outfit she looked on to her hair—she opted to keep her ponytail but had a blue sash woven into it and at the top of her head was a matching blue flower and a ruby at the center. She curled her lip and pouted. "Miss Rarity, I want to see what a red flower looks like in my hair."

"Coming, darling!" Rarity said running out of breath. She finished the stitching on the leather to a pirate costume, used her magic to levitate a red flower from a table nearby, and brought it over to Silver Spoon. The rich filly had her nose up in the air and eyes shut as Rarity carefully untwisted the ruby from one flower to the other and placed it in her hair.

"Such—elegant attention to detail," Rarity sputtered with a sweat drop.

The bell door to her shop rang and Rarity was off running again. "Coming!"

Silver Spoon smiled happily and stepped down from the platform. She saw Ruby Pinch walking towards her with a twisted grin while Piña moped by her right. Ruby spoke up. "Everything ready for tonight? You look fab."

"I am—uh—fab, aren't I?"

Piña bit her lip. "Sorry Diamond Tiara couldn't make it to the invitation; she had a reservation at the castle."

"When I didn't. I can't believe it," Silver Spoon looked forward, "my best friend ditching me for the party at Twilight's castle. Well, if I can't be with her in first class, I'll go somewhere else, first class," she tipped up her nose and closed her eyes. "Exclusivity."

Ruby nodded. "Miss Cheerilee will be by your house. She's taking the foals there."

Silver Spoon's eyes popped open. "My mom isn't coming?"

Ruby Pinch turned to the door. "The other foals aren't going with their parents. Your mom said she wanted to go to the castle too, but oh, if that's a problem, I suppose you want your mommy to hold your hoof while you're second class at the…"

"Humph! Don't be silly, of course not. I mean, like, what's the worst that could happen? This is Ponyville isn't it?"

Ruby grinned as she made her way out the door. "Exactly. We'll see you there."

Piña Colada raised a hoof and looked behind as Silver Spoon turned back to the mirror to admire herself in her costume again. With a gulp and a sigh, Piña followed her cousin.

---

As the sun began to set for Nightmare Night, most of the ponies in the town were already dressed and moving out to attend parties of the occasion. Miss Cheerilee dressed in a white bride's gown escorted a group of foals towards the edge of the Everfree Forest down into a vineyard. Apples may have been the staple food of Ponyville, but the vineyard provided much of the growing demand for grapes the ponies in town used.

Jelly Splat's light green and purple-splashed mane was covered in a wrestler's outfit and mask, his little red cape flapping in the wind as he bounced along ahead of the group. Rumble as a Changeling was flying just overhead. Trotting to Cheerilee's left was Silver Spoon in her red-flowered Geisha outfit. Just behind, Noi followed with a wide grin as she wiggled straw-filled fake Pegasi wings tied to her. Next Noi was Honeydew, a filly unicorn with a coat of her name, red hair brimming her face and a sideways question-mark curled tail. Her blue-green eyes flittered out of the silver-white masquerade mask and silver-frilled dress. This filly however had a frown.

Noi rose an eyebrow. "What's wrong, Honeydew?" She stopped in her tracks to jump up and down to make her straw wings flap.

Honeydew turned to the side and sighed. "I's just not being good at this scaring thing. And being new around to Ponyville, well, my's aunt and uncle thought it best if I's went to a small occasion where I's can't be so clingy."

Noi didn't share the empathy, instead continuing to bounce and watch her wings wiggle, as if she were pretending to fly. She started to run a circle around the open field along the road before entering the vineyard. "Where's your parents?"

"They's away a lot. My's dad's a sailor and mom's a train stewardess."

Honeydew felt a bump to the side and closed her eyes in a startle. It was Noi, who giggled. "Oops, I guess I should watch where I'm flying," Noi apologized. "Well, so long as they love you."

"They's do, a lot. My's aunt and uncle too. Wish they's be here."

Noi tipped up her nose as she galloped in place and licked her lips. "Mhmm, that's good." It was her turn to be bumped on to the left. It was Jelly Splat. "Well Noi, if you get scared, just come walk beside me." He stood on his hind hooves and flexed his muscles, though no impressive bulk showed through his wrestler costume.

Noi felt a bump to her right. It was Rumble "the Changeling". "Don't listen to that scaredy-cat. I'll protect you!"

Noi closed her eyes and giggled as she reached her arms around both colts. "Why do you both walk beside me? Jelly Splat can protect me from stuff to my left, and Rumble to my right." Over her back the two boys gritted their teeth and growled. Just behind them was a disappointed and twitchy Honeydew, curling her lip nervously at every leaf fall and possible rustling.

"I think we're here," Miss Cheerilee said putting a hoof to her chin and looking around.

The foals that fell behind moved under the archway past some rusty gates that led into a secluded section that was partly in the Everfree Forest. By now the sun had finally set and only the twinkling of fires made it clear where to go. There weren't any decorations but considering the landscape and tone, it seemed that none were needed.

A voice faintly echoed through the trees. "Come in, you're all invited."

The ponies followed a winding path of small, lit fires until they reached a processing plant shaded by the dense forestation. There was a mess of barrels, stains on the ground, pumps, a few tables, and at the center of the clearing was a machine several times the size of a large wagon. From what they could tell by the torchlights on its corners, it was stained and partly rusted, the green paint peeling in some areas. On one side to their right was a closed ramp with conveyor rollers leading down to what would presumably press grapes and on the other end was a spout large enough they could fit their heads into leading to a deep hole in the ground to their left.

Stepping out from behind the machine was Berry Punch with a twisted smirk, her daughter Ruby Pinch with an evil grin, and young sister Piña Colada looking at the newcomers with sure damnation. But perhaps what may have been most unsettling about them was that they were not wearing any costumes.

"What's this for, you ask?" Berry Pinch tilted her head back to the machine. "Sit down, everypony," she nodded to a table that had some drink refreshments. "Sit and I will tell you."

== CHAPTER FIVE: PURPOSE ==

Berry Punch took a few steps towards the group, casting her shadow over them as the main torch light over the machine crackled. "Behind closed doors of quiet, old Ponyville, everything isn't what it seems. Not every pony is who you think they are."

Silver Spoon yawned as drinks were passed about. Jelly Splat and Rumble both tried giving Noi a cup but she shook her head and whispered, "I'm not thirsty." They scratched their heads—even with all that running around she was doing, she wasn't drinking anything. They looked at each other with raised shoulders and turned back to the storyteller.

Honeydew was already shivering and hugging Miss Cheerilee who looked down at the filly and smiled.

Berry continued as her two girls walked around the machine to check it over and prepare it for operation. "I could stand here and tell you about some lame ghost story from long ago or an old mare's tale, but I'm here to talk about—Changelings."

Cheerilee frowned as she looked at Berry, wondering if this story, using real enemies that had attacked Equestria, and even Ponyville, was such a good idea. She nudged a juice box to the filly in the masquerade by her side. "Drink this, it might help with any shock." Honeydew tried to comply as she tipped the straw to her mouth through her silver-white masquerade.

"Though really," Berry flicked her head back and walked towards the device. "Changelings are dumb, dull things. They can imitate the guises of their victims, but that can only go so far. So one day, Queen Chrysalis came to this vineyard where my family worked. I might have told you that they moved away to some big juicing company while I stayed here with Piña Colada and Ruby Pinch; that my husband had an 'accident' while there."

Berry turned back and smiled, her grin a crooked crack and driving across the whole of her left cheek. She looked over at Honeydew shivering like a rattlesnake tail and bent down, allowing the filly and Cheerilee smell her alcohol-laden breath. "Cover ups and lies." She moved along the row of ponies. Silver Spoon was more intrigued. "I gave the Queen an offer. My parents had concocted a drink that prevents the dreams of ponies from escaping, and no entry into them could be made." Upon smelling her breath, Silver Spoon quietly gasped. This story was darkening as quickly as the light drained from the forest.

Noi grinned. "That means no Princess Luna dream walking."

Berry winked. "That's right! But we also worked with some ingredients from dear old Zecora to produce a new beverage." She closed her eyes and bowed her head slightly as she stepped to the side. As Piña hung on a heavy lever and Ruby used her magic on it, they cranked down and the machine activated, gutting, spitting, whistling, and churning. Then after a shattering bang that made Honeydew shriek, a monotonous drone shook the place, the tremors of its grinding moans reaching the ponies.

"A beverage that allows Changelings to not just imitate their victims, but become them. Just imagine!" Berry Punch laughed maniacally to the sky. "A Changeling that knows how their victim thinks and acts. They know much of their history, their livelihood, names, demeanor, and psychology. Even their special talent. Some of the effects only last so strongly for a few years but that's plenty long enough for the Queen to get her plans secretly in motion. But capturing the rich life essence of a creature requires their mind to be put to the extreme."

Berry walked up to Rumble and Jelly Splat who were hugging Noi's fake straw wings. "Do you foals know what a life review is?"

Noi raised an earnest hoof and Berry nodded. The filly was only all too ecstatic. "It's when your life flashes before your eyes!" She expressed waving an arm. "Happens when you're really, super scared and something is going to get you!"

"That's right again, young filly!" Berry walked back over Miss Cheerilee. Honeydew had buried her face and mask into the teacher's white wedding gown.

"Miss Cheerilee, perhaps you could provide them with—a demonstration?"

Cheerilee looked to the shaking filly to her right. "I don't know, Berry. Are you sure this isn't too scary?"

Berry rolled her eyes and walked in close to whisper in her ear. "That's what I need you for. To pretend to become a Changeling."

Cheerilee looked at the other foals. "Take care of Honeydew. I'll go, uh, inspect this thing." She got up and walked with Berry Punch to the other end, looking at Piña and Ruby trot on a circular treadmill to help crank the machine stronger.

Cheerilee squinted with disappointment as they walked and hissed in a whisper. "Berry! I think this is taking things a bit too far. Even Silver Spoon looks scarred."

The two stopped by the opening. Ruby Pinch got off the revolving treadmill and focusing on a smaller lever by the opening on the side, used her magic to push it up and with it the protective doors quickly slid open. Berry looked at the foals in her little audience and saw Silver Spoon with her mouth dropped open, a bead of sweat running down the powder of her Geisha mask. Honeydew was hugging the grass and burying her face in the ground, her silver-white masquerade mask having come off as it was brushed off. Jelly Splat and Rumble gulped.

"I'm sorry," Cheerilee said. She looked into the opening at watched large screws hungrily twist against rolling pins, smooth but creaking with reluctance. "It's alright, children. This is just a wine press. You put grapes in here and the machine turns it into juice on the other side. There's nothing to be afraid of."

Jelly shivered as he pointed to the other end. "T-t-t-then what about that hole?"

"That's where the barrels would collect the grapes."

They looked at it and realized that since nothing was there to collect any "concoction" to speak of, the idea was silly.

"Hey, Honeydew," Jelly said as he tapped on the filly's shoulder. "There's nothing in that hole. Even if they wanted to make Miss Cheerilee into a Changeling, everything would just fall and be a waste."

Honeydew looked up, and stared at the deep empty hole. Black, hole-punched hooves suddenly stamped on the ground around its edge as a buzzing figure emerged with a snarling hiss. She shrieked.

(Author's Notes: Warning, violence ahead. You have been warned.)

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== CHAPTER SIX: CONCOCTION ==

Berry backhooved Miss Cheerilee into the sliding rollers. The train of her white dress and bright pink tail easily caught. She slid slowly and as she tried getting up, she slipped on the rollers and fell with a metallic rattle.

Honeydew was first to scream but the others quickly joined in the high-pitched choir, except for Noi who looked about with wide eyes. Piña Colada saw her old friend Noi and looked away with a frown. Ruby Pinch walked over beside her mom to watch Cheerilee go down.

"We have to help her!" Rumble said. He flapped his wings as hard as he could and slammed into the unsuspecting Berry Punch.

Ruby objected to the attack on her mom. "Hey!" She used her magic to grab one of Rumble's wings and he stumbled. Silver Spoon was too stunned to do anything, but Jelly Splat tripped over her to reach the unicorn quivering in the grass. "Honeydew! We need your magic!"

"I's… I's…"

"NOW!"

Honeydew stood without further hesitation. Berry was trying to recover from the brave move by Rumble. "Fucking little shit," she spat. She rolled in the fallen leaves and upon seeing him tried to stamp on him. But Rumble was too quick and was getting ready to fly again. She bit the black backing of his Changeling costume, causing him to jerk sideways into a tree.

Meanwhile, Cheerilee was whimpering as the cranking machine fed on the hairs of her tail. She quivered and frantically slid her hooves to try and get away as she felt the stinging tugs by her hindquarters, but her white dress was being yanked and caught in the rollers, almost tying her down. She had to make it. Her life depended on it. But most of all, the children needed her more than ever. She loved all of her students very much.

Noi appeared on the side and was looking at Cheerilee. Upon seeing the golden filly, the teacher struggled with all the Earth pony strength she could muster, the weaves of her white gown splitting across her back. She reached out a hoof to the filly. Noi reached down and grabbed Cheerilee's right arm. Then, Noi's hooves were coiled with a green flame that licked the entire length of her body, peeling away her true visage. A Changeling.

Cheerilee's eyes widened with fear on seeing the black creature before her, insectile wings buzzing and slithering tongue dripping with saliva that tapped on the teacher's face. Sucking its gut, the Changeling drained Cheerilee of her love for her students and her strength quickly failed.

The Changeling's image was thrown from her sight and replaced with an angry Silver Spoon. "Get away from Miss Cheerilee you ugly monster!"

Were she not drained, Cheerilee might have used that encouragement to pull herself free, but she was too weak now. She felt her tail get coiled in halfway and she was pulled in faster. Jelly Splat and Silver Spoon reached down, each grabbing one of her arms and with what little safe space there was to brace against, they pulled. Honeydew tried to grab Cheerilee with her magic but it was no use.

Cheerilee wanted to try her best to be strong for the children. Her right hind leg was first to go under, the coiling, semi-sharp blades of the screws quickly spitting blood. Cheerilee yelped and she tried to frantically buck it with her other hoof, but it slid against a smooth rolling pin section and the hoof broke with a branch-like snap everypony heard. She wailed in response.

"Pull!" Jelly groaned. "Pull!"

Honeydew was crying as her horn sparked and fizzled. "I's—I's can't!"

"Pull!"

Cheerilee felt the nefarious device coil around her legs and break more bones, ripping tendons and causing such burning tension. Blood was squirting like a pressure fountain and flaying in various places. Her smiling trio flowered Cutie Marks were next, bright yellow faces dripping with staining blood. The machine stalled for a moment, groaned, and began moving at a more determined pace. Two Changelings had emerged to trot on the wheel. Cheerilee's eyes opened wide and she screamed so loud it hurt the ears of the foals trying to save her.

Her ribcage crunched and blood was freckling the children. As she was twisted to the side, Silver Spoon and Jelly Splat lost their grip. Cheerilee was cranked from being on her stomach to her back like bony meat chunks twisting in a sink disposal, and she was screaming all the way. Cheerilee was being blinded by her own blood as her tears couldn't swell up enough to wash it away, the remains of her screaming body slick from the gurgling blood so thick the pool emerging on the rollers was stringy black.

Adrenaline and whatever mixture she drank minutes ago helped keep her alive, even as her lungs exploded, shooting warm, sticky and thickly metallic-tasting blood to vomit up her throat and froth from her mouth. Finally, her neck was squeezed shut and her head tumbled against the edge of the blades and rollers left and right. Even without the body, a brain can still process information many seconds, and the last thing she saw reflecting on the blood covering her apple green eyes were the foals crying and gagging. She failed them.

Finally Cheerilee's pink and blistering-reddened mane caught one of the screwing shears and her skull cracked and splintered before her head collapsed under.

Silver Spoon vomited oily yellow onto the chunky-black red rollers. Changelings appeared behind them. Rumble was pulled by a pair of them when he bit the cord holding his costume together and broke free. But another Changeling swarmed above him and drove him to the ground and stamped on a part of his left wing. He bucked its leg and started running, yelling as he went.

"Most of you, back to the pit!" Berry Punch shouted. "That concoction is going to emerge and the hive needs to be close and strong for it!"

Half the Changelings obeyed but there were two for each of the foals to deal with. Jelly Splat wasn't going to go without a fight, struggling to forget what he just saw and unable to feel the beads of Cheerilee's blood on his wrestler mask. But in the scuffle he tripped, falling back face first directly into the screws.

Silver Spoon screamed. "Jelly Splat!"

== CHAPTER 7: RESCUE ==

Explosions rocked everypony to shock, blindness, and deafness.

Blinding white filled the vision of the foals, and the sound of the clanking machine gave way to a deafening ring. When Honeydew's sight melted back into view, she found herself staring at Jelly Splat's legs frantically fidgeting as the front of his body was cracked and splintered into the likeness of his name. But she didn't hear anything. Her jaw was agape, her breath stopped, her blue-green eyes unable to comprehend if the colt was still somehow alive, like a half-crushed insect's body refusing to die in its death throws, or if the diabolical system was forcing his legs to twitch the way they did. Soundless, unnatural death.

Chaos was about her, but all Honeydew could do was stand and stare, pupils growing as they drank in the sight of Jelly Splat's grizzled pieces of bone and soggy meat grind.

Changelings previously hidden within the forest were now running and flying amok, trying to pinpoint the location of the attack. Silver Spoon took the opportunity to try and run away, but one of the Changelings shouldered her. Silver slipped and her red kimono dress snagged in the rollers. She managed to squeak into a yelp.

"No, you fool!" Berry Punch shouted. "She threw up the drink! She's not ready!"

A grappling hook flew through the air and wrung around Silver. She didn't argue as to why it was there and ignored the fact that one of the hooks was digging into the weave of her ponytail. She just hung on and tried climbing out, hooves and knees slipping and sliding with gore staining her shiny grey coat now slick with chunky red.

The rope of the cord tightened and there was a tug-of-war between three Changelings, the rollers clawing into Silver's dress, and whatever lay beyond the bushes. Berry Punch took a needle from a saddle bag on the ground and jabbed it into Silver Spoon's flank and injected a thin yellow liquid into her. Berry turned to her side. "Don't just stand there!" She shouted to Ruby Pinch.

Ruby used her magic to try and give the Changelings an edge as Berry Punch grabbed it in her teeth and yanked. Silver Spoon felt her dress tear up and she sank quickly. She felt the smooth rolling pin rake against her right hoof, the machine tasting its next victim.

"Follow the rope!" Berry said with her teeth on the rope. "Use your numbers!"

A ring of two dozen Changelings encroached on the bushes. Three knives sang from them as a unicorn with cobalt colors in the darkness appeared. The blades swung left and right, sawing wings, horns, and sides. A Changeling dove after him on his left and the battle pony jumped up to dodge and he let it slide in the dirt. But there were a lot more Changelings. They ganged up. The sound of Silver Spoon's wails and screams alerted the rescuers that they were losing another innocent.

A tall, dark grey Earth stallion erupted from the vegetation, his stampede shaking the ground around him and as he threw himself at the Changelings. They scattered like bowling pins, some slashed by the angled blades hooked to his front hooves. He continued running along the line. The three Changelings and Berry Punch didn't take their chances and dove out of his way. The Earth pony braced his hooves in the ground and began pulling the rope hooked to Silver Spoon and drew away from the jaws of the wine press.

Sweetie Drops shouted. "Foals! This way!"

Rumble tried to fly but his hurt wing and aching side meant he could only half-hop, half-trot his way in an unstable limping hover. Silver Spoon tried her best but fell to the ground under the lack of lower right ligaments. She looked behind and gasped, seeing nothing but a bloody trail painted behind her leading up to what used to be the lower of her right leg.

The great grey stallion Redeye scooped up the bleeding filly and ran.

Honeydew's lips quivered as she was still staring at the jaws of the device.

Under tears, Silver Spoon yelled. "Honeydew, come on!"

Honeydew finally blinked but when she turned to run, Berry Punch stood and bit her tail, causing her to trip and fall. Sweetie Drops threw another pair of flashbang grenades as Swift Blade used his magic to throw a cluster of smoke bombs.

The Changelings screed and grumbled as their pony master and three fillies were coughing and gagging. When their senses returned, Berry Punch put her hooves around Honeydew. "They couldn't have gone far, unless they made a run for it." She looked at the small Changeling army of dozens in the clearing. "Secure the perimeter of the forest! If they make the clearing, swarm them and bring them back. Capture the battle ponies; they're the most valuable."

Hissing and rapid buzzing echoed between the trees as they obeyed their command. One of the captains, marked out with his helmet, approached Berry Punch from behind. "The Queen will not be pleased if I have to send a message about your failure."

Berry Punch didn't move or look, instead content to rub Honeydew's shoulders as she felt the filly's panicked shivering. "Let's hope for your sake then that the failure isn't your fault." The captain grinned wide barring his teeth.

"It's hard to see," Ruby Pinch complained as she squinted. "They could be hiding anywhere out there." She turned to her mom. "We should do something to draw them out."

Piña Colada stumbled on her response. "W-we could you know—let her go. Maybe they would go searching for her."

Berry Punch gritted her teeth and fought back tears before backhooving her little sister's head into the machine. "Don't think like that, Piña! If Queen Chrysalis heard you say something like that, she would kill you! Do you understand me?" Berry shouted. "Do you understand me?"

Piña sniffed as she sank to the ground on her flank and nodded.

"Good. Now," Berry turned to scan the forest growing quiet as she was continuing to rub Honeydew's shoulders. "That gives me an idea." She guided the little unicorn to the jaws of the wine press and nodded to her girls. Piña was still trying to get herself together but Ruby had no issue and began restarting the machine. Upon collecting her thoughts, Honeydew began to sob and cry.

"Oh, sweetie," Berry said loudly, "why are you crying? Go on, tell everypony."

"B-b-because," she sobbed, "I's, I's, I's don't wanna d-i-i-i-e!"

"Poor filly," Berry cradled Honeydew in her arms and sat down slowly with her as she began to pet her on the back.

"I's wanna to—to go home, please!"

"A cruel joke, now isn't it?" Berry turned to the captain with a glare. The captain grinned and hissed. Silently from above, there were several Changelings up in the trees, lurking like greedy, hungry bats looking for prey to take the bait.

Under the roots of a great old tree on a hill looking over the scene, Sweetie Drops had a hoof in Silver Spoon's mouth who was crying as blood pooled beneath her out of what leaked from the stringy remains of her leg. Rumble bit his lip and rubbed it raw as he closed his eyes and buried his face in his hooves. Redeye and Swift Blade took on grim frowns as Sweetie Drops clenched her teeth in anger, looking on to the scene unfolding.

Berry hushed Honeydew whose sobbing became softer and quieter. "Your aunt, uncle, mom, and dad. They love you? A lot?"

"Y-y-yes."

"That's very nice. That's very good. Do you see these two fillies? My daughter and little sister. I love them a lot too. And because of that, I have to do these cruel things. But it's ok. It's going to be ok. I'm sorry you had to see all of this. Just a cruel joke." Berry rubbed the little filly's red mane with her chin and began to sing softly.

Hush little filly, don't you cry,

Berry's going to sing you a lullaby.

Hush little filly, don't say a word,

Berry's going to make you a mockingbird.