"G'night Mask. Remember, I'm expecting you in, tomorrow morning, sharp!" Chiphoof spoke to the disguised Thoraxis, as the changeling walked out the door. A small money purse was attached to a small thread, made into a makeshift necklace around his neck, courtesy of his day's work.

"Don't worry, sir. I shall return," Thoraxis replied to the pony he begrudgingly had to call boss now.

As he trotted away, Chiphoof closed the door to the store, leaving Thoraxis alone, and pleased with himself. Night had descended on the town of the ponies, moonlight shining down upon the buildings, and the lone changeling walking along the darkened streets.

Food source... Check he started to think to himself, looking at his small moneybag as he continued on. Way to acquire said food source? Check.

As he passed by a trashcan, he saw a large, brown sheet hanging loosely from its closed lid. Grabbing it in his mouth, he snatched the item, and wrapped the raggy cloth around his body like a cloak.

"All that's left now is a nice, isolated place to bed down, dig up, and hide," he spoke, as a wisp of green flame enveloped his false form, and left his true, changeling form behind. Maintaining another form for an entire day, much more a homemade one, took a lot of effort.

Hiding his head underneath the hood of the sheet, he quietly continued on through the town, his glowing, monochromatic, blue eyes being the only source of light in the darkness, as he tried to spot some sort of abandoned building, or an old shack to make his home in. His blank eyes suddenly widened as his nose caught an unexpected, familiar, sweet smell, causing him to instantly forget his current plan, and focus on what he had just found.

"Wait... is that what I think it is?" He whispered to himself, taking in another wiff. When he realized what it was, his fanged mouth began to drool.

Sugar!

Applejack yawned. She looked at the lasso she had around her waist, making sure it was still there, and then to the others sitting on the roof of the same building as her. Only Twilight, Pinkie Pie, and herself were awake, and still looking diligently around town. She herself was looking to the several sacks of sugar sitting in front of the Rarity's house, across the street.

"You see anything yet, girls?" she asked.

"Nothing yet," they both replied in unison, still looking in their respective directions. After letting out a tired sigh, Applejack looked back to the bags. Just as she did so, however, her eyes widened in surprise.

"Girls..." she started, quietly, prompting their attention again. "Someone's coming toward the sugar... and that cloak sure makes him look awfully suspicious."

"Where? Where? Let me see!" Pinkie said, running up to where sat, binoculars in her hooves. After a few seconds of looking at the figure a grin came on her snout.

"Ooh..." she gasped. "I don't know who it is, but it sure looks mysterious!"

"Gimme those," Applejack spoke again, grabbing the instrument from her, as Twilight walked up to them both. "Yep. Never seen a pony here who tried to make themselves look that "inconspicuous," much less wear a cloak like that in general."

"Do you see any distinguishing features?" Twilight Sparkle asked, as she, too, watched the figure.

"Not really," she replied, watching as the figure began to inspect the top bag of sugar, and appeared to sniff it. "The only things that aren't covered are its legs."

"Wait, look at its hooves!" The princess said, pointing at the figure. "What do they look like?"

"Hmm..." Applejack started, as the lenses of the device began to dilate. "I'll be... They look like they're... Full of holes!"

"Well then... I guess we found him. I have no idea why the changeling would be undisguised, but either way... Let's wake the others up" the Twilight spoke again, motioning to the sleeping Rainbow Dash, Fluttershy, Rarity, and Spike.

Oh it's been so long since I've last had a treat such as this! Thoraxis thought in absolute ecstasy, as he tore through the first bag on the pile, and downed another mouthful of the sweet substance, before looking up to, and reading the shoddily-crafted sign the bags laid under. What fool would even leave a bag of "free sugar" out here, anyway? Oh, Thoraxis, you worrisome nymph, just enjoy the little things in life for on-

He was snapped out of his thoughts as he felt the sting of something thin wrap around his throat, surprising him enough to cause him to choke on the powdery matter, and spit some of it out.

"What?!" Thoraxis shouted in fear, spinning his head around. He felt a yank the moment he turned his head, and was pulled to the ground with a grunt. He tried to weakly lift himself up when he heard the trotting of hooves on the ground near him, but before he could lift his head, he felt something pull his hood up instead.

"Hah! Gotcha!" a cocky voice went out, as he looked up, lasso around his neck. Thoraxis stared at each of the six ponies and dragon, and instantly recognized his assaulters.

"You! I... I remember you all!" Thoraxis shouted, as he tugged on the lasso, standing back up. "You were the ones that defeated my queen and my brethren in Canterlot! Curse you!"

"Oh, so you were one of the changelings we fought at Cadence's wedding, eh?" Applejack asked. "Just how long have you been in Ponyville for?"

"Hehe... as far as I know, I've been asleep here for only a few days. I woke up yesterday," he spoke. "I just want to know how you menaces got back from that wedding so quickly."

"Uh... Princess Cadence's wedding was... a few months ago," Fluttershy said in her soft tone. The changeling lifted his eye.

"Yeah, sure, a few months, of course..." Thoraxis said again, shaking his head in a sarcastic way, not believing what the pegasus was saying for a single second. All of that changed the moment he looked at Twilight, and finally noticed her wings, which laid tucked by her sides.

"Wait a second... since when did you get wings?" he asked, after remembering the unicorn he saw back in Canterlot, that had previously lacked them. "Since when did you become an Alicorn? HOW LONG HAVE I BEEN HIBERNATING FOR?"

"A really long time, apparently," Rainbow Dash spoke, as she stayed, flying in the air around her friends.

"No... no, this is all a trick! A filthy lie!" the changeling shouted, defiantly. "You're all lying! I couldn't have been hibernating for that long!"

"Actually… you must have, because it's been nine months, six days, twelve hours, three minutes, and forty-five seconds since that wedding," Pinkie spoke, before shooting a stare back at everyone. "...But don't ask me how I know that."

"Hey, listen here," Applejack began, stepping forward, lasso wrapped firmly around her waist. "I represent the element of honesty, and this here, it's not a lie, or a trick. It's the honest-to-goodness truth."

After looking around, and appearing to fail to find a way to escape, Thoraxis lowered his head, defeated. "Fine then... fine then... I'll tell," he started in a whiny tone. He looked back up at the six ponies and dragon with a sigh, a sad expression on his face.

"I'll start with my name. Ponies like names, right? My name is- OH SWEET CHRYSALIS, IS THAT AN URSA MAJOR?!" he suddenly screamed, pointing a gnarled hoof behind them all, instantly prompting his captors to all turn their heads behind themselves, some letting out startled gasps, only to see nothing at all.

Wasting no time, the changeling took advantage of his dirty trick, and tore the lasso off from his neck, before his horn began to glow green. Twilight was the first to look back, and see his body become enveloped in the same, bright glow.

"No, stop!" she yelled to him, as the rest of her companions turned and saw the changeling. A blinding, green flash followed, causing them all to cover their eyes. The sound of wings buzzing in the air that slowly grew quieter and more distant came after. When Twilight reopened her eyes, and waited for them to readjust to the darkness, she saw the changeling had vanished from sight, leaving only his raggedy, makeshift cape fluttering onto the ground.

"Wha- Where did he go?" Rarity cried out, looking around.

"He couldn't have gone far. We need to split up! Quickly!" Twilight immediately said, stretching her wings out, and taking to the air.

"You heard the princess. Everypony, split up!" Rainbow Dash repeated, flying off in another direction with a burst of speed, a rainbow-colored trail forming behind her.

Thoraxis landed on the ground after a few minutes of flying, and instead began to run hastily through the town, afraid of going into the sky, knowing that he'd be spotted easily by his pursuers. He changed his form to match that of the pony he saw who wore the brimmed hat and held the lasso, in case he ran into one of them again.

His concern was answered when a purple shape unexpectedly dropped from the sky, in front of him, causing him to flinch away. Opening his eyes, the disguised changeling saw Twilight Sparkle standing in front of him, her wings folding behind her back.

"Fluttershy, have you seen the changeling?" She asked. "I can't seem to find him."

"No, I think he got away..." Thoraxis spoke in the pony's country-accented voice, trying to hold in a giggle of how foolish the princess must have been to believe his ruse.

No sooner had that thought gotten into his head, he felt a force of pure magic suddenly hit him like a train, slamming him into the wall of a nearby building, and pinning him to it.

"Nice try, changeling," Twilight said, a smirk of triumph on her face. "But you're not disguised as Fluttershy. You're disguised as Applejack!"

"Urgh... you! Clever..." The changeling groaned in his original, guttural voice, gritting his teeth, as he struggled with the purple, telekinetic force keeping him stationary, morphing back into his true form.

"Girls! Spike! Over here! I have him!" Twilight yelled over her shoulder, before looking back at Thoraxis. As soon as she did, she noticed the necklace with the small sack around his neck, and lifted an eyebrow.

"What's in that bag of yours?" She asked, curiously.

"I-it's nothing," he snapped back, nervously. "Just some of my last, err... Earthly possessions. Very precious. Don't touch!"

"I think I'll be the judge of that..." Twilight spoke again, using her magic to pull the bag and string off of the changeling's neck, much to his worry, as seen on his face.

"Hey, stop! Give it back! That's not yours!" Thoraxis pleaded, frantically, shaking around in an effort to break free. Twilight, for obvious reasons, decided not to heed the changeling, and turned the sack upside-down. A look of confused fascination appeared on her face, as she watched several coins pour from it.

"Money?" she asked, as the last, gold-colored coin clattered to the ground. "What in Celestia does a changeling need with money?"

"Why would I tell you?" Thoraxis said in a bitter voice, angered by her refusal to listen to him.

"Because you have nothing left to do," she replied. "I promise I won't harm you. Just tell me why you're here."

"Never... never to you... never to a pony... never!" he snarled, ominously, as his horn began to glow its green color again. A tiny beam flashed from the tip one moment later, and zipped toward Twilight's face, before harmlessly exploding in an ear-popping bang, like a firework, causing her to jump back in startled reaction.

Her concentration now off him, Thoraxis fell to the ground, and ran up to where the alicorn stood, snatching the coins up from the dirt in front of her, and placing them back in the bag with great haste.

After he finished, he looked back up, and saw Twilight had already recovered, and had her horn pointed at him again, seething with magic, and a ticked-off expression painted on her face.

"I see you're partial to illusionary spells," she spoke with a small grin, watching as the changeling began backing away fearfully, with a growl. No sooner had she said that, the sound of hoofbeats and wingbeats sounded, and, to Thoraxis's horror, the princess's friends all appeared, at once, from all corners.

Hissing, the changeling continued to walk backwards, coin purse in his mouth, until he bumped back into the wall he was previously strewn about, cornered. He calmly dropped it to the ground, and looked at all of them, his jagged ears, and webbed tail twitching.

"Okay... h-here's my only warning I'm going to give..." he started, in as threatening of a tone as he could muster, staring at each of them in the eye as they walked closer to him. "Just... Lleave me alone, and I'll leave you all alone."

"Sorry, changeling. No deal." Rainbow Dash spoke, defiantly, crossing her front hooves. With a roar, she flew forward, intending to tackle him. Squeaking in absolute fear, Thoraxis fell to the ground with the small bag, and, in his panic, instantly activated his failsafe spell. A wisp of green flame enveloped him, and he vanished in a puff of smoke, just milliseconds before Rainbow Dash was upon him, who proceeded to fly into the stony wall of the building the changeling was just sitting in front of, with a crack as she impacted against it, and fell to the ground with a groan.

"Holy guacamole!" Spike cried out, running up to the sight, as the last, few, greenish ashes from the changeling's spell departed into the wind.

"Oh no... i-is he... d-d-dead?!" Fluttershy asked in shock.

"No..." Twilight sighed, in a worried voice, as she and the others looked at the burnt-out spot where Thoraxis once stood. "He teleported away."

"Wow... what just... happened?" Rainbow Dash asked in a dizzied fashion, sitting up, and rubbing her head.

"The changeling teleported away just before you could catch him," Pinkie responded, bluntly.

"Aw... nuts!" she shouted, hitting her hoof on the ground in frustration, scattering dirt, dust, and pebbles.

"He's probably not going to fall for the sugar trick again..." Rarity started. "We can just make another plan though, right?"

"I'll need to look up more on changelings," Twilight spoke. "I'm sure there are other ways to lure them out."

"Well... then let's get cracking," Applejack said, taking her hat off, and sighing in frustration of their failure to catch their quarry. "The sooner we have us another plan, the better."

"Ow... owowow... ow..." Thoraxis chittered pitifully, clutching his now extremely sore, pain-wracked head with a hoof. Everything felt wacky, hurty, and off. He exerted too much magic. The amount needed to perform a teleportation spell would normally be enough to give him a mild-to-severe headache, but he was in no condition to have performed one like he just did. He was lucky just to still be conscious.

I only teleported a mile away... I only teleported a mile away... Thoraxis kept repeating to himself in his mind, slowly regaining his shaky footing. He looked down and saw, to his relief, that the money that was now laying on the grass beneath him had made it with him, and that he hadn't teleported into a tree, rock, or other unpleasant object. Letting out a sigh, he looked at his surroundings, and saw he was on the outskirts of the town, the closest buildings being a fair distance off.

Picking up his coin bag in his fangs, Thoraxis began to limp toward the forest behind himself, and his wings appeared to droop. Many of the trees he walked past looked old, and somewhat threatening with their skeletal branches, as leaves fluttered by on the wind, making scratching, scraping noises as they landed, and were dragged across the ground. Several minutes soon passed, and Thoraxis still saw nothing but more trees. About to give up, he rounded the side of one with a large trunk, and, to his astonishment, spotted an eerie-looking, rickety hut in the distance, illuminated by the moonlight shining through the treetops.

The strange building looked old, and fragile. It had a brownish-grayish color, and had an ancient feel to it, as if the next gust of wind would send it to the ground. Its state of condition told Thoraxis it had been abandoned for quite some time.

"It's... perfect," he sighed to himself, smiling weakly, before rushing up to it as fast as he could. He pushed the door open after he had approached it, and it parted from its latch with a rusted creaking noise. Peering in, he saw the small place was devoid of anything, save for the wooden, crack-filled walls, and dirt ground.

After closing the door with his back leg, hearing as the old wooden object hit against the wall, and the rusty latch fell down on the lock, he collapsed onto the dry ground in exhaustion. Moments later, the changeling was sound asleep.