Bleak grey endless wasteland, that was what I had for seeing in the distance. Around us were the grey tombs of countless equestrians, some had died during the times of peace it was said, but many more, countless, had died during the war between the Equines and the Zebras. This war dragged the rest of the world into it's conflict until the bombs fell, but that was long ago, and with the crumbling ruins of what were once honored graves, I doubt anypony would care either in the harsh wastelands. I stood upon a pile of broken tombstones looking off to the north, a direction we had chosen to go since we had left The Eternal Flame five some odd hours ago.

The pitter patter of paws dislodging bones marked the arrival of Scrapyard as he climbed up the pile I was looking from, and he gave a low whine for attention, getting an absent minded ruffle of his fur from my hooves as I scanned the surrounding wastelands for a landmark in the endless grey horizon where the bleak grey sky fused into the similarly grey ground. To the east there laid a building in ruins, destroyed by heavy artillery, and as Cait climbed up a crater in the graveyard I put together that some of the damage had been done due to a stray shot, one of which had devastated the land around it and had caused dozens of graves to be obliterated from the accidental shot.

I looked over, eyeing taller miniature tombs that had once housed the dead of respected nobles of the Vanhoover district, now Grey stood over on a pedestal that had once held a statue of a wizard like stallion with a beard, the proof only evident by the half corroded stone head that lay on the remains of the same said statue which Grey now used as a hoofrest. He stood there enigmatically, a scowl on his face and a phantom breeze billowing his Duster, and I recalled what had brought him out here with us.

When we had gotten back to the rented room I had told Grey everything that had happened since I had left the stable, his expression didn't change one bit when I had gotten to the scientists of the research lab and he had told me that my glowing wings were a sign of penance for aiding in the execution of the scientists, no doubt he saw that it was punishment enough to remove a changelings ability to fly during a stealth operation as cruel by making them beacons in the night time. They glowed as bright as a campfire during the nighttime, and in the open wasteland that meant if I kept my wings unfolded, they would draw the attention of just about everything for miles around at night, though Cait suggested that somepony might mistake them for an Aqualight, though I still haven't seen any of those yet.

I looked down the rows upon rows of graves in disrepair, a gloomy silence that penetrated the place as we left. Cait had a scowl on his face, having been disgusted with me after learning about the Ghouls and what I had done. I didn't blame him, he hadn't been a test subject to scientist type ponies for the entirety of his life, he wouldn't understand. My expression dropped towards the ground again as I began to trot forward once more, it was a miracle we had stuck together at all after that. The clouds were darkening, and with it came the ever present sound of static as the rain began to fall heavily upon us. Grey signaled a hoof towards the rest of us, before pointing out one of the tombs which had overgrown with weeds, one of the few persistent plants in the wastelands.

When we were all under cover in the entrance of the tomb, all was an unbearable silence. Even Scrapyards usual go lucky manner of nosing through everything was dampened by the social mood and I fidgeted as we stared in the bleak solitary grey of the wasteland. I had preferred the cold touch of rain over the conflicted emotions rolling over Cait and the well hidden neutrality Grey had constantly gave off ever since I had met him as a filly. Ah who was I kidding, I was still a foal for my age, barely 11 and grown taller than most adult ponies twice my age through genetic acceleration that was only halted once I had gotten past the child years.

I sought a distraction, anything to break up this monotony, and as I nosed through my bag I prodded my nose against a familiar case that had held the three memory orbs from before, one of which I had already viewed, and just remaining two left. It was better than nothing, I thought, or at least hoped anyway. Within their sight I laid down in a corner and pressed the orb to my horn, we were going to be here a while anyway until the rain stopped, and gripped the orb in a telekinetic field. The world Slipped away as the memory took hold.

Darkness faded as my eyes adjusted to the blinding light of the memory playing out before me, The wind was brushing through my hosts body as she flew steadily, slowly, her wings not making any noise as she landed upon intact shingles of one two story house of many dozens that decorated the surrounding areas. A puff of yellow hair swept across my vision and my host nudged it aside with a white hoof, signaling to my suspicions that I was indeed back in the body of surprise.

The warmth coming from the sun was enough to bathe in and it's tender yet blinding glow was enough to hide the Pegasus as she crept around on the roof of the house, slowly making her way until she was at the edge and peering over it and down into the small garden below. Under the edge of the house was a small low fenced area full of bushes of red flowers and a pony, Rose Luck if I remembered correctly from the other orb, was taking care of them. She was humming a tune I didn't quite recognize. My host descended with only the slightest noise behind a bush. Rose Luck turned her head and rose an eyebrow at the bush we had distuirbed with the descent and began moving towards it as Surprise slunk around to flank her, We got the lovely view of Rose's flank from behind her as she snuck up behind Rose and waited until she had turned back around and turned.

Her face was inches away from my host's, and giving me a closeup look at her sparkling red, ever so deep eyes and healthy complextion that made me note her youth in comparison to the almost... What was the word? Weary? appearance she had in the previous orb I had visited, "Surprise!" my host shouted.

Rose recoiled in shock, taking a few steps back before landing on her rump. It took a moment but the reply Rose sought for came out and my host's smile went ear to ear as Rose told her, "Ahh, Surprise, you scared me!"

Surprise tilted her head and shut her eyes, smiling all the while, "I didn't scare you. Because I'm not terrifying, i'm surprising! That's why they call me Surprise!" my host did a little emphasis on the last word by raising herself onto her back hooves and somehow managing to throw confetti into the air around her with a little horn noise. Where did that even come from?

Rose Luck deadpanned, "Right Surprise... To what do I owe the pleasure?"

Surprise smiled and offered a hoof to help Rose up, before hugging the mare, "Silly filly, you forgot something was today didn't you?"

Now rose's deadpan went to shock, "did I forget to fertilize Rotildia the fragrant?" she asked worriedly, eyeing over a rose bush that was off in a corner of the garden being the plant it was and soaking up sunlight.

"No you Silly Filly." Surprise Singsonged and I mentally cringed at how off key it was.

"Lily's floral meeting everything Tuesday at noon?" Rose asked again and once more my Host sang the two letter word most rules in the stable had at least one of, "The Garden parade preparations?" she asked yet again.

My host grabbed Rose luck into a hug again, dragging her off the ground momentarily as we spun through the air, "Nope!" my host cried with glee and Rose kept freaking out.

"What did I forget then!?"

Surprise booped Rose on the nose with a hoof, "It's your happy un-birthday, Duh you silly filly."

"Un... Birth...day?" Rose started slowly, looking confused, then a few moments later flustered, before she began to look angry, then she deadpanned and, "Really Surprise? Really?"

Surprise pulled a cake from nowhere and smiled, "Happy 8192'nd unbirthday to you Rose!" she smirked and Rose gave my host an incredulous look, "Thanks... I guess. Why did you do this exactly?"

Surprise kept smiling freely and put the cake down on a nearby table that decorated the outside edge of Rose's garden, "Had some extra ingredients at home and I thought, 'Why not make a cake? Rose likes cakes!' but then I remembered that cakes were usually for special occasions and there wasn't very many of those going on today and I was all, 'What do I make a cake to celebrate then?' Then I remembered that you're birthday wasn't today but I could celebrate you not having a birthday today and just growing another day older and which caused-"

Rose luck interrupted Surprise with a hoof to the mouth, clogging the words but only forming a stream of mumbles as Surprise tried to talk around it for another solid ten seconds before stopping. Rose luck removed her hoof slowly and Surprise added one more quip, "And that's how Equestria was made!"

"Pardon?"

"Long story, not going to go through again." My host stuck her tongue out at the mare and Rose shook her head, I couldn't help but notice the smile adorning her face now though.

"Funny, Surprise." she started putting away a watering can that was abandoned since the initial jump scare, "Care to come in and have some tea with this... unbirthday cake?" she said the last two words with a questioning glance.

My host nodded vigorously making me reminded of a camera that was bouncing off the ground in the process, "Alrighty, though mind if I set up some decorations? Pinkie was having a sale on party supplies since she accidently got too many of them so I got some with the cake mix."

"Pinkie having too many party supplies?" Rose Luck asked her expression giving me the belief that 'Pinkie' used a large amount of them on a daily basis.

My host flapped her wings, "Something about flooding her room with streamers so when she opened the door sugarcube corner experienced a tidal wave of the stuff. Cake's apparently said it had to go and pinkie came to the conclusion to sell some of it if she couldn't keep it." My host flared her wigs revealing six rolls of tightly wound colorful paper, one of each primary and secondary color, "Tried tying it to a few fillies and colts already, in case you're wondering why there are so many mini-rainbows around the place."

"Save it," Rose luck commented, gesturing towards her house with a hoof, "I'd rather not have my house looking like the rainbow factory had an accident all over it."

Surprise giggled, "Fair enough."

They proceeded into Rose's home, a simple home of wooden flooring and it combined both it's kitchen and living room into one room, the stone tiled kitchen only separated by a small kitchen table that surrounded all but the small passage inside with its half high wall. Rose gestured for my host to take a seat and she did onto one of the small red cushions that was scattered about the floor. The sensation was unusual, as though hundreds of soft balls were pressing against my host. Surprise took in a deep breathe, taking in the floral scent that suffused Rose's living room as the gentle clatter of clay against metal as Rose lit her stove and placed the teapot ontop of a burner.

"I'm going to take a guess that something is bothering you?" Rose noted, nodding towards Surprise and I had to agree. For some reason this Pegasus's gaze wouldn't leave Rose's flank, as much as I liked looking at her cutiemark as much as the next mare, it was getting kinda creepy, even for Changeling standards. The flared wings didn't help either. Wait flared wings? Oh Celestia don't tell me...

"Actually wanted to ask you a few questions Rose, if that's alright with you?" Surprised asked, her wings perking a bit further upward as she leaned forward.

Rose nodded, "Go ahead."

"I've been wondering something, with Hearts and Hooves day coming around..." Surprise began, and I could see Rose sigh, "If you have a special somepony?"

"No Surprise." Rose luck sighed, staring off towards her window's view of the lush garden, "Sadly with all the commotion of the spring festivities, I think I might of scared off a few suitors with my plant obsessions..." she chuckled, "Poor Time Turner never saw that flower pot coming."

"I see..." my host muttered under her breath before perking back up, "Well Rose, would you um... Like to..."

Rose Luck looked away from the window and back towards us, I could feel Surprise's heartbeat thumping rapidly inside her chest as Rose tilted her head ever so slightly, locks of hair falling into her eyesight as she did so, "Like to...?"

My host shut her eyes, blinding me to the world as she rushed out the rest of her response, "Go on a date with me?"

There was a start moment of silence. One that seemed to drag on for hours instead of moments, but eventually the quiet response, almost too low to hear, came from the host, "You're serious?" my host nodded and I focused on the loud thumps coming from my hosts heart. It was beating like a drummer on a rock band.

A gentle pressure caressed my host's shoulder, "Sure, Surprise. I'll give it a shot if you are."

Suddenly everything stopped, and I felt the familiar sensation of falling through nothing and I realized the memory orb was over, a happy conclusion to an otherwise uneventful orb. It was nice to know that Surprise and Rose had been dating at one point, made me wonder on how well they had gotten along in that relationship. Slowly I felt sensation return to me and the cold wind's embrace, followed swiftly by the sound of water rapidly hitting the ground, I dug my hooves slightly down into the embrace of dirt and stone I was laying atop of and drowsily rubbed my eyes, memory orbs were almost as good as a proper nap it seemed.

Looking around I caught the view of Scrapyard laying next to me, curled in a ball for his own nap and I couldn't help but let out a low chuckle and rub the top of his head while I searched around for Cait and Grey, they weren't in this room but an open doorway to a side room of the tomb we had taken shelter in had a few side rooms, guess it came when you buried a noble, ugh. It wasn't like the dead was going to walk out of their graves and- oh wait... Right, forgot about Ghouls. The cold air was comforting to say the least though, mostly because being in a pony body was like wearing a winter jacket in the rumored season of summer. I inhaled a deep breath of chilly air and I could of sworn I heard something, a distant murmur?

My eyes perked, trying to catch the sound but it was gone, maybe my mind was just messing with me but I could of sworn I had heard something sigh. I adjusted my ears and stood up to try and catch it again but then Cait and Grey trotted into the room, Cait was soaking wet though and Grey was staring quizzically towards me as Cait proclaimed, "Told you I could make it there and back before the razor hail could get me."

Grey looked towards Cait, a slight scowl adorning his otherwise ever gloomy face, "Right, tell that to the number of cuts now adorning your butt." He looked back to me, "Welcome back to the land of the living dreamer."

"Aria." Cait cut in.

Grey rolled his eyes, "I need to ask her a question now Steel-Head."

"Cait." I added, returning the favor.

"Whatever!" Grey snorted, "I wanted to ask you what you're going to do now, considering that now you're going to be a wanted mare, and there will be at least a few ponies coming in for that bounty. If were heading north east towards the pit, I wanted to know if you had a plan past that."

I shook my head, "No idea to be perfectly honest."

He sighed, "And what are you going to be trying to accomplish out here? Any dreams or things you want to get done."

That was a lot to ask of somepony who had just got out of her stable... I thought back to the hive, speaking my thoughts slowly, "Well... I do want to free the rest of the hive from those Scientists... but that would require an army and one or both sides would most likely fall as a result, let alone my self control if I ever got within range of a Hiveminder."

"A what now?" cait asked, interrupting my train of thought.

Grey explained for me, "Changelings can access a hive network while they are within range of a special type of unit known as the hiveminder. While within range of one these members are capable of assuming direct control of several drone and soldier class Changelings at once and work in unison with them. Younger members, like Aria, haven't completely developed their mental abilities and tuning into this hive however, so she was able to escape before she could be detained by one of them."

"How in the hay is that supposed to work?" Cait asked, drawing the conversation on, though I had to admit, Grey was talking a whole lot more than he had in the Stable.

"It wasn't, but without a Queen or King class Changeling, the resultant Changelings were animalistic until they mixed the genes of several noble class changelings together to form Hiveminders that they could maintain control of without overly influencing the hive as a Queen or King would." Grey muttered under his breath, "And what an abomination they are."

"So what you're telling me is, that Aria has no chance unless she is stronger than a whole lot of them?" Cait asked, he looked at me with worry, "What do these fellas look like?"

"You don't want to know." Grey interrupted, "Let's just say if you see a floating tank with a deformed changeling in it, and a robot chassis around said tank. Run."

"Great, next you're going to be telling me the Brutes have mind powers and invisibility." Cait groaned and sighed, "Go on Aria, sorry for interrupting."

I lowered my head slightly, "Thanks. As I was saying, I wanted to free my hive, but that'll be if there is anything that we can discover to see such a feat be done... Maybe an undetonated Megaspell or something..."

Grey rolled his eyes at my foolishness, "Those doors were made to withstand a Zebra Earthrender, a Balefire Bomb isn't going to work."

"Maybe recruit these rumored Hell hounds to dig through the weaker parts of the stable?" I offered feebly.

Grey shot down my idea faster than a frog eats a fly, "Then what? you'd still be out gunned and out matched by the hundreds of your own kin."

"Drill a hole into the side and flood the Stable with tranquilizer gas?"

He shook his head, "Not enough gas and the ventilation system sorts out any potentially harmful gasses, you'd only get one room."

I gave up, "Then what do you suggest then?"

Grey shrugged, "Move on out of their range of hiring mercenaries and ditch the city."

I gave him a flat stare, "That wouldn't stop them from eventually completing an army and taking over the wasteland."

"I agree, but only temporarily mind you." Grey added, "Did you know that during the war there was a neutral area for refugees of both pony and Zebra kind?"

"Pardon?" Cait asked, and I rose an eyebrow to that as well.

Grey sighed, sitting down, "Of course they wouldn't teach a Changeling this..." He sighed, "Guess you might as well get comfortable, because thanks to the rain, it looks like we are going to be here a while anyway."

Cait grinned wide before releasing a child like squeal, "Yay, Storytime!"

Xp Footnote: 75% until level up.

Grey Iron: Companion Perk: Not a Companion: This companion doesn't count as a companion in the traditional sense. He will not take your orders and instead constantly berate you to do better. Also while under his influence you earn 10% more Xp where Xp is earned! Wait, if he isn't a companion why does he have a perk?

Next Chapter: Chapter 18: The Grey Plan Estimated time remaining: 12 Hours, 8 Minutes