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Friendship Materia

by Istaran

Chapter 53: Interlude 4: A Changeling Perspective

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Background Pony was Silver Platter.

The serving mare waited for her turn, and then walked up to Princess Celestia’s dining table, set her namesake before the princess, lifted the lid, and began to recede back into the background.

“Oh, umm… Silver Plate, I have a guest coming, please bring another tray of the salmon. They have… uncommon appetites,” the princess said. Background Pony was pleased the princess remembered them poorly enough to resort to guessing based on her cutie mark.

She nodded politely and cantered off, back toward the kitchens. Actually conveying the order to the cooks required speaking, but not much of it, and not to anypony who mattered. Here they were in the background, well ensconced in their natural element.

When she cantered back out, several minutes later, it was with perfect outward poise, as she delivered the new tray to the newcomer. Inside, alarm bells were ringing. She had been briefed on the humans. Human 1 had been in Ponyville for around a year, and was not present at the meeting. Human 2 was a more recent phenomenon, much less well known, and currently sitting two seats from the princess, enjoying the original tray of salmon.

Between the two was a new human, a ‘Human 3’ if you will. It had stark white skin as contrasted with the ruddy tone of the other human. Her purple mane (Background Pony assumed it was a ‘she’, but lacked confirmation) was impressively styled, compared with the more rugged and stallionly style of Human 2. As she approached to deliver the food, Background noted a trio of blue diamonds emblazoned on the human’s ubiquitous clothing, about where a cutie mark would be on a pony. However, they were hardly the only gemstones adorning the horned human, as tasteful highlights abounded, many including sparkling jewels.

“Thank you, Silver Plate,” the princess dismissed. Background Pony curtseyed and took her leave, fading into the background to quietly panic and observe.

“That’s quite an amazing new technique you’ve discovered… what should I call you?” the princess inquired.

“Rarity Strife, feels right,” Human 3 responded. “Though we’re actually here about another matter. Is your sister available?”

Princess Celestia shook her head. “I’m afraid not. She is actually in Ponyville, last I heard. She has been conducting her duties from there for the time being, but she should be back before too long. If you stay here in Canterlot another night or two, I’m sure she will return.”

Human 2 waved dismissively. “That’s alright. We were just hoping to investigate a matter, and hoped for her help. If we haven’t reached the bottom of it by the time she returns, we’ll certainly ask her.”

“What is the matter?” the princess inquired. “Perhaps I could help, or point you to somepony who can.”

“We were hoping to interview the nurse who, ehem, ‘greeted’ Prince Blueblood when he awoke from his extended unconsciousness,” Human 3 said. “We hope to learn whether his excuses hold any merit.”

Background Pony chose that moment to slip further into the background, into the tunnels that allow the help to move about the palace unseen.


Background Pony is one of the guards, deep under the palace. He salutes the other two holding their posts before continuing on toward the makeshift cell. He sets down the plate of scraps on a crystal outcropping and waits.

Stockholm approaches him and salutes. The drone in charge of personally attending the captive princess is pleasantly plump and smells of sex. The former fact diminishes notably as Background Pony gains a fair bit of girth. He knows it won’t last, but enjoys it while he can.

“What is her status?” he inquires.

“She is fully invested in the harvest. My best work yet, but she was such prime material to work with, I cannot take all the credit,” Stock said.

“Can we move her?” he asked.

“Yes, but give me as much warning as you can. It may be best to do so sooner, rather than later,” Stockholm said. “We would do well to keep her well fed so that she is not depleted by the harvest, but that will be difficult to explain without a change of circumstance. Of course, at this point, it may not matter. Her mind will not seek answers that would shatter her newfound bliss.”

“But somepony else is seeking answers up above,” Background Pony said. “I will report to the queen. She may have new orders for you after I do.”

Stockholm nodded and took the tray of food off to the side to let it age a bit while he was ‘off his shift’, before bringing it to his food.


Background Pony was Flagrant Style, complete with saddlebags full of clippers and combs, and sporting an audacious mustache. He knocked thrice upon the Princess’ suite door and was admitted, the guards at the fore rolling their eyes. Surely the Princess of Love was a bit obsessive with the mane styling if he was being called upon again. Background Pony had heard rumors of what else Flagrant Style must be doing on his visits, and wished they were true.

“Ah, my stylist has arrived,” Princess Mi Amore Cadenza announced.

“But your mane and tail are already perfect,” Captain Shining Armor said, in a bit of a perpetual daze.

“And I wish to keep it that way. Stay here, fiance, I shall see him in the office,” she commanded, earning only the simple affirmative her tone commanded.

Soon Flagrant was alone with the princess, a simple spell sealing in any sounds they might make with their illicit activities.

“Report, drone,” the green eyed alicorn demanded, even as she leeched the excess love off of him rapidly.

“A third human has arrived at the capital. A female, I think. Stark white skin, purple mane, and a horn like a unicorn. This horny human is named ‘Rarity Strife’, suggesting a relation to Human 1, ‘Cloud Strife’. She is attempting to contact my nurse persona, to inquire about Prince Blueblood. How would you like me to proceed?” Flagrant explained.

“Set three drones to the task of bringing me more information about this ‘Cloud Strife’, and her known associates,” Cadenza demanded. “I need to know who I’m dealing with. Do not reveal that persona to anypony today. Perhaps arrange a mention that she’s out sick, if you must. I want to know what we are dealing with first. If we need to change our plans…”

“Stockholm believes the prisoner is ready to move, and that it may be better to move her sooner than later. The love cow needs more feed,” Flagrant provided.

Cadenza tapped her chin thoughtfully. “It may be best to get her away where this investigation cannot stumble upon her. Go, set things in motion and keep your eyes and ears open.”

“Don’t forget the trim,” Flagrant suggested, and with a flash of green fire the alicorn’s mane and tail shrunk a few inches.


Background Pony was still Flagrant Style. He was taking a young mare, or an older filly depending on what one considered the cutoff, out to dinner at the local theatre. His dinner, not hers, though he bought her plenty of popcorn.

He liked her because she was nice and safe because she liked him because he was nice and safe. Through the simple expedient of subtly but not too subtly checking out the nicer looking stallions as they were about town, he had convinced her that he wasn’t interested in her sexually. This was true; she was just an occasional meal for him, and if they got that intimately involved she’d never leave him alone enough to keep up with all his other responsibilities.

“You gave her another mane cut?!” the filly asked. “That’s the fifth one this month.”

“She’s just nervous about her upcoming wedding,” Flagrant flagrantly lied. “Pretzel?” he asked, offering her a giant soft pretzel from the concessions. He’d had a bite for show, as was his way, before offering the rest and happily consuming the small surge of love he got in return. It was one of the reasons he kept things going with her: it was so much easier to keep this trick straight when the mare was nice enough to have her cutie mark and name match her favorite treat.

“Thanks!” she said, as if she needed to, taking the salty treat from her reliable stallion friend and nibbling happily. “Oh! We’ll chat more after, it’s starting!” The curtains parted for them, and the theatre was soon lit with the projector’s glow.

They weren’t here to watch the movie though. It was an action flick, more appealing to the average young stallion to either of them. No, they were both here to pony-watch, and quietly, conspiratorially whisper to one another about which colts were the most attractive looking in the audience. Occasionally the actors warranted a mention as well, but as they were less accessible they weren’t given as much consideration, especially not relative to their looks.

It was fun, as always. Background Pony preferred a feminine, heterosexual identity, so being able to trade such comments with a mare that bonded closer over them rather than instinctively becoming jealousy competitive was pleasantly tasty and filling.

As they parted ways, and Flagrant happily waved goodbye to his friend, he hid his amusement at her final reaction. He knew it was his alleged colt cuddling ways that made him ‘safe’ and kept their friendship together. So why did she always indulge in a moment’s lustful affection for him right before parting ways? He knew a lot of the ways of ponies, and had spent many an afternoon with Pretzel personally, yet that particular quirk remained inexplicable.


The meal was nice, and Background Pony silently cursed herself for not having stuck to her usual fare that fateful day. Pretzel had been busy, but Background Pony had been well enough fed to get by until she was free a few days later.

But when she had seen the prince there, just rousing, as his marefriend took her leave to relieve herself… the temptation had been too much. She’d taken the chance, mimicking the marefriend’s voice and bidding him keep his eyes closed. Her mouth got his juices flowing until she had a hot fresh meal of lust-fueled love, with a creamy dessert as well.

She’d been spotted by the marefriend, but she thought she’d gotten away without repercussions. Now the humans were looking into things though. And she had to worry they might catch on to things more important than that lone blowjob. Like the existence, nature, and capabilities of changelings. Or her part in Prince Rutherford’s extrication. Or worst of all, the queen’s replacement of the Princess of Love.

The marefriend! Human 3 resembled the marefriend in coloration and bore the mare’s cutie mark on her clothing. Was she some human unicorn hybrid? She seemed pretty mature for the age she would have to be in that case, unless the humans had been here much longer than she knew. She’d have to age as fast as changelings, with direct attention from their queen, rather than the norm for ponies. But Background Pony had no idea how fast humans matured, much less human unicorn hybrids.

She pondered these things as she coordinated with her fellow drones, distributing her queen’s commands. But now her orders were complete and she was running out of excuses to avoid checking on the situation in the infirmary.


Background Pony was Nurse Needles. Her cutie mark tended to prompt most ponies to avert their attention for fear of attracting her own. Ponies would tolerate an injection from a syringe to receive vital medicines, maybe an anesthetic, but never any more than they needed, so the stylized syringe with the ominous green fluid on her hindquarters spoke of nothing desirable.

This wasn’t her usual nurse persona. By the queen’s command, that ‘pony’ was out sick today, and her current persona quickly informed the charge nurse that it was so. To stay in character, she mentioned what injection she imagined she would have dosed the fictional pony with, had she and her ailment been real.

She kept her panic well hidden within herself as she saw that the humans and the prince were already here, in the infirmary, questioning one of the other nurses. Panicking on the outside was one of the things that got a ‘ling exposed. So with outward calm she trotted up to the inquirers and provided her excuse. “She’s out sick. I just got back from giving her her medicine at her home.”

“Oh? Then you know where she lives,” Human 2 reasoned. “Would you guide us there? We have some questions for her.”

“That’s not a good idea, you could come down with the illness yourself,” Nurse Needles objected.

“It’s doubtful the disease would cross the species barrier, particularly if it’s anything more dangerous than the common cold, and if it did we have Esuna to cure ourselves… it may even be able to cure her immediately. It’s worth risking a bit of mana to try, at least,” Human 2 suggested quite reasonably.

Nurse Needles panicked even more inside. The suggestion was far too reasonable. How was she supposed to come up with a counter argument on the spot for something like that?! Still, she kept perfect outward calm. “Alright, just wait outside the palace a moment. I’ll put my scrubs away and meet you on the front steps. I’m sure I won’t have any trouble picking you out from the crowd.”

They parted ways, and the nurse got as far as the secret tunnels before revealing both his true self and his panic. He rushed around blindly before slamming into Improv, knocking the surprised drone into a rolling tumble that he managed to turn into a one-hoofed spinning pirouette before settling back to his hooves with a dramatic flourish.

“Background Pony, what’s got you in such a tizzy?” Improv inquired.

Background shook his head. “We’ve got a couple of dangerous humans investigating my feeding on Prince Blueblood, and perhaps the injury from when he got into the tunnels. I tried to throw them off by saying my nurse-sona was sick, but now they want to visit her and try to heal her with some human magic! And they need me to lead the way!”

“Yeah, yeah,” Improv said, tapping his chin with a hoof. “So you’ve got a two ‘ling job at least. Do you want me to be the guide, or the sick pony?”


“Here we are,” Nurse Needles said, gesturing to a house in the less reputable part of Canterlot. “She lent me a key, so I will just go check if she is up to receiving visitors.”

Rarity Strife nodded, folding her arms under her breasts and turning to glance out at the street as they waited.

“What do you think she’s going to say?” Nanaki inquired.

“I think she’ll say she didn’t do it,” Rarity replied. “Whether she did it or not. I’m just hoping we’ll be able to judge her sincerity well enough to know if she’s lying. And if she is… We’ll just have to grill her until she gives us the hows and whys.”

The nurse went to the back bedroom to check with her fellow changeling, before returning to let the humans in. “She’s willing to see you, but do not be too long. She needs her rest. I must return to the infirmary to continue my duties.”

“Thank you, darling,” Rarity said. “We’ll take it from here. You’re obviously a good friend, and we’ll take good care of her.”

Needles pretended she hadn’t heard anything about grilling. “See that you do,” she said and then made good on her promise to leave. Her part was done, now it was up to her fellow ‘ling to get through this.

The two humans passed into the back bedroom, coming up to either side of the bed. “Nurse Fullheart? We have some questions to ask you about your interactions with Prince Blueblood,” Rarity began.

“But before that… I have some special healing magic that may help you. May I?” Nanaki offered.

“Please,” Fullheart asked softly before settling into staccato coughing pattern #36, always a classic if the cougher is careful not to overact it. But she sold it perfectly, coughing just enough to hit home how sick she was, without bringing suspicion it was being faked or worrying anypony that it was a deadly plague.

The red haired human shed waves of light as he tapped into his strange human magic, and green motes of light washed over the changeling. She had to check herself quickly to make sure she hadn’t lost her disguise to the magical effect, but it seemed it hadn’t actually done anything obvious to her at all. So, she merely used it as a cue to stop playing sick.

She waited a moment, visibly expectant, before letting out a light ‘huh’, and sitting up more in bed. “I feel… a lot clearer. Better than I have in days.” She cautiously slipped out of her bed, hobbling on wobbling knees over to the kitchen, and pouring herself some water to sip before slipping into a chair. “I owe you for that, no doubt. So, what did you want to ask? I’ll tell you truthfully, I promise,” she lied, before taking a well timed drink of water.

“We want to know why you were fellating Prince Blueblood in the infirmary, and particularly why you felt the need to imitate my- Miss Rarity’s voice in the process,” Rarity Strife inquired pointedly.

Right on cue, the changeling choked a bit on the water, blushing savagely as she tried to recover. “You… you look rather like her for someone who isn’t a pony. Is she your mother? Or half-sister perhaps?” When the woman made a vague gesture that neither confirmed nor denied, the nurse continued. “I was… trying to drive her off from him, actually. You don’t know him, do you? He’s such an arrogant brute. A monster of a pony to anypony who isn’t a noble. I generally believe everypony has a right to a special somepony, someone who really cares for them for who they are. But I make an exception for that louse.” She half growled the last sentence.

Rarity was taken aback a moment. “You… really did it just to make m- his marefriend jealous? Just to hurt him?”

“I’d hoped hitting him over the head with a 2x4 would be enough to put a damper on his social life, but it just seemed to make it worse,” the nurse self incriminated.

“You’re admitting to putting him in the infirmary in the first place?” Nanaki inquired, tensing.

“I promised you the truth,” she said, nodding in confirmation. “If you intend to take me before the princesses…”

“We do,” Nanaki confirmed. “We’re investigating with her blessing, we can’t just let knowledge we uncover about an actual crime go unreported.”

“...being confined to her dungeons in good health is far preferable to my own bed with such illness,” the changeling continued. “I regret nothing, except perhaps not swinging the wood harder.” She was, perhaps, starting to overact, but her audience wasn’t calling her on it. Ponies got into such fits of drama at times anyways.

“I appreciate your honesty… perhaps the princesses will see it as reason to be lenient as well,” Nanaki said, before rising and gesturing for her to start toward the door, his general mirth gone for the moment.


Background Pony was generic unicorn guard #12. “What were you thinking?!” he hissed at Improv, currently disguised as Nurse Fullheart, resting in her small dungeon cell.

“I was thinking, if they think they’ve solved the case, they’ll stop looking. The loss of one of your personas is a small price to pay for them dropping the matter,” Improv casually explained. “I’ll just do the classic ‘the prisoner seemed hurt but when I went to check on her, she somehow got the drop on me’ routing,” she added as green fire replaced the nurse with a guard, who collapsed to the ground, feigning unconsciousness.

“That’s… brilliant actually. But then, I better go before somepony finds you,” the changeling outside the cell said.

“Unless you’d rather play unconscious in here with me,” Improv offered. “It’s quite relaxing.”

“No thank you.”

Next Chapter: Chapter 50: Sisterhooves Junction Estimated time remaining: 35 Minutes
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Friendship Materia

Mature Rated Fiction

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