“Rain..ha..bow, slow down. You know I’m…ha, ha.. not nearly as.. ha… fast as you.” Twilight landed on a cloud panting as she spoke. After Rainbow Dash had grabbed Twilight she took off, dragging the befuddled princess behind her.  As they breached the canopy of the Everfree Forest, Rainbow let go of her purple friend and darted towards Ponyville at what, in her mind at least, was a painfully slow pace. Evidently not slow enough for the still relatively new to flying Twilight.

Rainbow turned and landed on the cloud next to Twilight with a frustrated huff. “Come on Twi, we don’t have time for this. Or did you miss the part about the CHANGELING?”

Twilight magically grabbed a puff of the cloud they were on and floated it above her head. Turning her mouth up she then rang the cloud puff like a sponge to let the cool refreshing rainwater fall onto her tongue.  With her breath slowing, she glared at her impatient friend.

“I know we need to hurry, but I’ve only just gotten the hang of flying.  I’m not an athlete.”

“Said the pony who just the other day broke every speed record in the book.  I still say that doesn’t count by the way.”

“Exactly, I had the power of four alicorns when I did that. Now I’m flying on my own power.”

Rainbow Dash sighed and rolled her eyes. She took off and hovered just off to the side of the cloud, looking towards Ponyville. “Fine we can slow down, but still we should get moving. AJ and Pinky have the changeling cornered but who knows if he’s the only one.”

“Your right, let’s get moving.” They took off, flying at a more reasonable pace for Twilight. “You also said something about your house falling?”

“Yeah, but I saved it though. Well, most of it anyway.” Rainbow mumbled the last part to herself.

“That’s just strange, why would your house fall out of the sky? I mean it’s made from clouds for Pony’s sake.”

“Well, yea but there are clouds and then there’s clouds.” Rainbow said, as if Twilight understood what she meant.  Seeing the confusion on the lavender alicorn’s face, she knew she had to elaborate. “You see the base and the furniture and stuff are made out of regular clouds, the kind only pegasi can stand on, but then you have what we call ‘condensed clouds’ which are a lot more solid. You remember that time at the Wonderbolt’s Academy when I saved you guys by grabbing a bunch of clouds and squeezing them together?”

“Yea.” Twilight said, starting to get a slight idea of what Rainbow was getting at.

“Well that was kinda like a condensed cloud, or c-cloud as some ponies call it. It’s basically a whole bunch of clouds squished together really, really tight to make it solid. And that’s what the columns, pathways and the walls were made out of. That’s the part that fell though the bottom.”

Twilight rubbed her chin thoughtfully. “Any idea why it would suddenly fall through regular clouds then?”

“Beats me, they’re made with pegasus magic so they should be able to float on clouds for like, ever.”

Twilight was struck with a sudden thought. All of the disasters that morning seemed to have one thing in common, magic. When she had last fought Queen Chrysalis after the changeling attack on Ponyville, The Queen had let slip that she could drain magic as well as love.  And now there was a changeling in Ponyville, it couldn’t be coincidence. If this changeling was the one responsible for Spike’s injury and Rainbow’s destroyed house, well, Magic Kindergarten was about to have its first ever non-unicorn student.

It had been nearly a year since Rep had one of his ‘how in Equestria did I end up here?’ moments, he was beginning to wonder if he was finally pulling off the fabled ‘normal life’ as they call it. Unfortunately, he was playing a game with the Universe called ‘Up yours, Rep.’ and it was now the Universe’s turn.

Hogtied and exposed in his changeling form, he looked up at his captors who not half an hour ago were chatting with him like friends. Applejack, the one responsible for his capture and rather uncomfortable position, was pacing back and forth in front of the Ponyville fountain against which his back was propped. Meanwhile, Pinkie Pie was giving him a death glare that was at once comically innocent and terrifyingly serious.  She wore what was obviously a bicycle helmet that had been painted army green to look like something a solider would wear into battle and pointed a toy rifle with a wooden cork on a string right at his face.

Normally he would have laughed at the idea that she could pose any threat with a toy that wouldn’t qualify as a weapon even if used as a blunt object but during the initial chase, not only had she managed to hit him with it but it actually hurt. Rather than risk getting hit again, Rep decided to think back on his day and try to pinpoint where everything had gone to the moon.

It all started normally enough; Rep woke up, ate breakfast, brushed his teeth, the usual morning routine. He stepped in front of his vanity mirror to make sure his pony disguise was in order, a light brown coated stallion with a white mane and a simple lock and key cutie mark, perfect for blending in with the crowd. As far as the residents of Ponyville were concerned, he was just Lock Tight, your friendly neighborhood locksmith.

Most ponies also assumed that the reason he didn’t open up shop until 10:00 am was because he liked to do his shopping in the morning. This was only half true, while he did do his shopping in the mornings; it was also the time when he fed on the emotions of the citizens.  Like all changelings, he was addicted to the essence of emotion.

He had to choose his targets carefully as he no longer had his fellow changelings or a home to run back to. Ponyville was his home now, and he needed to avoid suspicion at all costs. Obviously he couldn’t suck a pony completely dry of emotions as that would reveal his presence immediately. And, though Rep would never admit it, he had also grown somewhat fond of the ponies of Ponyville in the months since he moved in. So he would take only a little bit of love and happiness from a number of different ponies each day. Not enough to cause permanent damage, but enough to sate his addiction and leave his victims a bit grouchy for a few hours.

As Rep reflected on the morning’s events he mused at his luck of choosing Applejack’s apple stall on that day of all days. Had he known that his guise would suddenly and for no apparent reason drop, he probably would have just stayed home. Blissfully ignorant of The Universe’s impending round winning play, he approached the farm pony’s stall as he would have on any other occasion.

“Mornin’ Miss Apple, beautiful day today. Got my usual?” Rep could already feel the warm, oh so satisfying love radiating from Applejack.  Platonic love wasn’t as good as romantic love but that would require a relationship and Rep wasn’t willing to risk that.

“Sheer is Mr. Lock Tight, and I got your usual order right here.” Applejack ducked behind the counter and returned with a burlap sack full of apples. “One dozen Red Delicious, that’ll be fifteen bits.”

Rep, or rather Lock Tight as he was currently being addressed, got out his bit bag then attempted to engage AJ in some small talk. He needed at least a minute or two to drain enough of her love. The great thing about AJ was that she was so friendly to others that she could keep him sated for hours. Though she was nothing compared to Pinkie Pie, that mare could feed an army.

“So how’s your family doing? Little Apple Bloom get her cutie mark yet?” Rep said as he began syphoning off AJ’s love.

“Nah, not yet. Trust me, Sugar Cube, you’ll know when she gets it, the whole town’ll know I reckon.”

“I’ll bet there’ll be two parties, a cuteceañera for Apple Bloom, and an ‘End of the Crusade’ party for the rest of us.”

“Heh heh, yea, but we’ll still have two ta go. Those fillies, I tell ya.” As Applejack mentioned her sister, Rep got a rather large boost in the love he was harvesting. Just a little more…

That’s when he felt it, like a wave, something washed over him and caused him to lose balance. Rep fell to the ground and for the briefest of moments he thought he’d been hit with another shield spell like the one that cast him and his fellows out of Canterlot nearly two years ago.

“Whew did you feel that? What in tarnation do you suppose……” Rep looked up to see why AJ had stopped and noticed that she was staring at him with her mouth agape. Following her gaze to his legs he couldn’t help but notice that they were decidedly more black and full of holes than they were a moment ago.

Standing back up he put on the most innocent smile he could and said “So, 15 bits right?”

“Ch-CHANGELING!” AJ shouted and dove over her apple stand towards Rep. He just barely managed to dodge and took off running, he had to get out of town.  He made a quick dart to the left between two buildings, hoping to change into another pony to hide long enough to make an escape. But when he tried, nothing happened, whatever had hit him seemed to have removed his ability to shape shift.

“Get back here ya varmint!” Applejack was closing fast, if he was going to have any hope of escape, he would have to lose her somehow.  Flying wasn’t an option, in his exposed form he’d be seen by every pony in town.

Looking out at the street, he noticed that the farm pony was presently distracted. A Pegasus was on the ground, nursing what looked like a sprained hoof. Actually there were a number of pegasi that appeared to be injured. One green mare was crawling out of a pile of broken crates and scattered fruit and yet another grey pegasus mare with a blond tail and bubble cutie mark was attempting to pull her head out of a hole she had made in the roof of one of the buildings.

Seizing his chance, Rep darted out of the alleyway and ran as fast as he could for the path leading to the Everfree Forest. He could hide in there for a little while and come up with a plan of action. He got about 10 feet before he was tackled by a pink blur. He looked up to see a cork gun pointed right at his face and an angry, at least by Pinkie standards, Pinkie Pie on top of him.

“Freeze, Mister, or I’ll give ya a taste of Ol’ Popy.” Pinkie said in her ‘angry voice’ as she called it. Rep blinked then furrowed his brow.

“What are you going to do? Pester me to death? Because I happen to be a highly trained…ouch!” Rep wouldn’t have believed it but it seemed that ‘Ol Popy’ packed a punch. Before he had time to recover, his legs were suddenly caught by a lasso and bound by Applejack.

And so he came to the present, trying to figure out why his magic had failed him. At first he thought it was some new spell the ponies had developed to fight changelings but that was ruled out when Rainbow Dash had shown up saying something about pegasi and cloud homes falling out of the sky.  He didn’t get much more sense as soon as she saw him, she darted off to find Princess Twilight.

As Rep awaited his fate, Applejack continued her pacing in front of the fountain. “Ah just don’t get it. Pegasi falling out of the sky all over the place, and them unicorns all dropping the stuff they were carrying with their floaty magic an runnin’ around all scared like a timber wolf in a lumber yard. And this changeling...” She shot a glance at Rep, he looked back, trying his best to look innocent which is hard to do with fangs and pupil-less eyes. “Just you wait till Twilight gets here, she’ll give ya what fer.”

“She’ll get the same thing you did, Miss Apple, I don’t know where Chrysalis or any of the other changelings are. I haven’t seen anyone else since we escaped that castle.”

“That’s reminds me,” Pinkie suddenly spoke up, “how did you get past my Pinkie Suite™? You better not have broken it!”

Rep shuttered in horror as memories of that abomination came forward. “I think it ran out of magic, that or it was over powered by the collective will of every changeling in existence.” He shuttered.  “I always thought we were masters of torture but that…that song…..it was just…cruel.”

Pinkie suddenly perked up, “Oh yea, I remember that song. ‘This is the song that neeeveer eeeennnddds!’” Pinkie sang as she bounced around in front of Rep. He immediately sized up and began to tremble.

“Nooooooooo stop please I beg you, anything but that!” Rep curled into a ball trying desperately to cover his ears.

Applejack rolled her eyes and went back to her pacing. A whoosh singled the arrival of Twilight and Rainbow Dash. “What in tarnation took ya so long Rainbow? Y’all said ya be back before I could say ‘fastest pony alive’. I could‘a wrote a book about it by now.”

“Hey give me a break, AJ, Twilight wasn’t home. I had to go all the way to Zacora’s to get her.”

Applejack turned to face Twilight, “Why were you at Zecora’s? Does she know what’s goin’ on?”

“No, I had to get medicine for Spike, I’ll explain later. How many changelings are there?” Twilight looked over to Rep who was attempting to bang the hideous song out of his head.

"Just this one so far, but Ah been thinkin’ bout it for a bit and it just don’t make sense. He was standin’ right in front a’ me, Twi, and he seemed just as shocked as Ah was when his disguise fell. I think there’s somethin’ bigger than changelings goin’ on here.”

“Well let’s find out what he knows.” Twilight walked over to Rep and lifted him up so that he was sitting eye level with herself. Rep came back to his senses and saw the princess of friendship staring him down. He furrowed his brow and stilled himself, This is it, he thought, interrogation time.

Twilight flared her wings and bore the most intimidating expression she could think of, namely, that of a teacher about to scold a student. “Changeling, in the name of the crown of Equestria, I demand you tell me what you’re doing here and were the rest of your army is!” Twilight smiled internally, she had been looking for a reason to use the Royal Canterlot Voice for a while now.

For a few moments, there was silence. Then, Rep snickered and finally broke out into a full blown laugh. Twilight could only stare in bewilderment. “What’s so funny?”

“Ah hah ha, I..ha..I’m sorry, it just….pwehaaa you had such a serious look on your face, it was adorable.” Rep fell on his side, still laughing.

Twilight blushed, turning her purple face a shade of magenta. “I..I’m not adorable, I’m intimidating, you’re supposed to be intimidated!” As she said that, there was a light snort from her side, then a giggle as Pinkie began laughing as well.

“Ughh, Pinkie, not helping.”

Applejack was suppressing a grin of her own, Rainbow on the other hoof wasn’t in a laughing mood. “Alright that’s it, somepony owes me a house and you,” she said as hovered in front of the changeling who was slowly recovering from hysterics, her nose less than an inch from his own, “you are going to tell us what you did to knock us pegasi AND my house out of the sky.”

Twilight was surprised by that last bit of information. “Wait, what do you mean ‘knocked you out of the sky’?”

“That’s right,” Applejack spoke up before Rainbow could, “While I was chasing this here varmint, I saw a bunch o’ other pegasi crashing into buildings and unicorns were dropping everything they were holdin’. Actually, now that Ah think about it,” she put a hoof to her chin in thought, “for a moment there Ah felt real tired all of a sudden. Kinda like Ah did when that Tirek fella took mah earth pony magic.”

Twilight was trying to put it all together in her head, had what happened to her and Spike that morning happened to all of Ponyville? “You, changeling,” she turned to the detainee who had finally recovered from his laughing fit.

“Rep.”

“What?”

“My name, it’s Rep.”

“Fine, Rep, do you know anything about what’s causing this?”

“No I don’t, look, I’ll admit I’ve been taking the love energy from the ponies of Ponyville but not enough to hurt any of them. And before you ask, no, I don’t know what happened to Chrysalis.”

Part of Twilight wanted to trust that Rep was being honest, but it’s hard to trust a creature for whom deception part of their existence. “I noticed you didn’t call her ‘queen’.”

“Yea, that’s part of why I’m here. A lot of us decided we’d had enough of the ‘Good Queen’” he said the last part with no attempt to hide his distain. “She promised us a paradise in Equestria, we thought she genuinely wanted to help us with our curse. All she wanted was power, that became clear when she ordered us to attack Ponyville even though there was no need. The place we landed after we were cast out of Canterlot was full of simple little cat-like creatures that could provide all the love we’d ever want. After our second defeat at the castle, I decided I was done following her, and I wasn’t alone in that regard. When we escaped, those of us with half a brain left Chrysalis and the few still stupid enough to follow her behind. I came to Ponyville because it was the closest town and I needed something to sate my addiction.”

Rep’s story left Twilight with more questions than answers. “What addiction? And you mentioned a curse, ignoring the fact that there’s no such thing as curses, what did you mean by that?” Rep was about to respond but never got a chance.

A distant boom, like a roar of thunder, overtook Rep and the 4 ponies causeing them all to look around for the source of the noise.

Twilight blinked, “What in the world was…”

“Look, over there!” Rainbow yelled as she took to the sky for a better view. Twilight joined her and followed her gaze. There, in the distance was a large black cloud that seemed to be rising from the earth, the boom still echoed in her ears. There was only one explanation, some sort of explosion had taken place, from the looks of things it must have been a large one.

“What was that?” Rainbow asked, never taking her eyes off the massive smoke plume. “Did we get hit by a meteor or something?”

Twilight considered, “Maybe but I don’t think so, it definitely looks like something fell out of the sky.” She froze as soon as she finished speaking, something in her mind clicking at what Rainbow had said on the way to the town square.

Well that was kinda like a condensed cloud, or c-cloud as some ponies call it….And that’s what the columns, pathways and the walls were made out of. That’s the part that fell though the bottom.

“Rainbow……” Twilight spoke in a quiet steady voice, “those condensed clouds you told me about, how much of it is used in the construction of cloud cities and such?” She hoped, prayed to all the powers that are, were, or ever would be that her hunch was wrong.

Rainbow turned to face twilight for the first time since the explosion. “Like, practically the whole thing. Only the foundation is regular cloud, why?”

Twilight suddenly felt sick, she posed one more question but in her heart she already knew the answer. “And….what’s in that direction?” She gestured towards the smoke.

Rainbow seemed to finally catch on to what her friend was trying to say. Her eyes became pinpricks and her heart rose in her throat as she spoke the answer.

“C-Cloudsdale……”

Next Chapter: 3 A House Built on Sand Estimated time remaining: 32 Minutes