Starlight Glimmer dared to look up at the grand blue sky. A sky filled with poofy white clouds that drifted along it in the way of a fleet of ships, both large and minuscule, upon a great river's smooth current. With a saddlebag filled with provisions and such hooked to her side, she was traveling upon a dirt road that led from Ponyville to the Changeling Kingdom. And along with her for the journey was three of her friends.

In the back of the group was Twilight Sparkle and Spike, the Princess of Friendship and her number one assistant, respectively, and they were a pair who were rarely ever apart. Spike, a young, purple-scaled dragon who lacked the quadrupedal mobility of ponies, was wearing a backpack and marched forth with much diligence. Twilight, her fur of a similar dark purple purple texture, seemed to carry just as many things of her own, judging from multitudes of packs and bags she wore in a near-towering formation upon her winged back, and floating in front of her eyes was a book to read while she traveled behind her comrades. Starlight knew well of her mentor's love of written knowledge, and she could see that it was one of the books Twilight herself had authored, based on the study of changelings.

Walking beside Starlight in the front of the group was another pony and her best friend, Trixie. A unicorn of many illustrious, self-given titles, Trixie was an azure-blue mare dressed in a long, flowing cloak and drooping wizard hat, both decorated with patterns resembling a starry night sky. While Starlight was carrying some simple saddlebags filled with supplies, Trixie was pulling along a wagon that not only acted a mode of storage for her many practical magic trick devices for performances, but also served as her home.

Starlight finished looking at the heavens above and stared at the rest of the road going onward, now intent to keep her eyes focused dead ahead. If she were to hazard a guess, they were nearly there. Another two hours more of walking was all to be had before they reached the kingdom. It would be a short distance to cover from here for sure.

However, with the distance they had already walked (a good day's worth, seeing how they left at midmorning and it was late noon already), combined with the sun's golden rays constantly shining down on her pink-furred body, Starlight was beginning to feel a tad weary. Up ahead, as she could vividly see, were a cluster of green-leaved trees that protruded from the woodland surrounding the path and loomed high over it. Their shadows fell like great blankets upon the long grass and dirt before them, just off of the path. In other words, it was the perfect spot for one who wished to relax away from the golden sun on a hot, muggy day. It was here when Starlight voiced her newest plan.

"Uh, guys... if it's all right with you all, I'm going to take a little break," she spoke, moving toward the nearest tree with the intent on lying next to its tall, thick trunk. "This heat's been killing me for the last hour. I'm going to rest my hooves for a few minutes."

"Me too..." Trixie mumbled in agreement, already stopping to the side of the road and unhitching her cart. Now free of it, she sluggishly moved up to the tree Starlight had chosen and sat next to it, basking with her in the ample shade provided by the great pillar of wood and the cool breeze that passed by.

"I third that," Spike groaned, flopping down underneath another tree nearby them and running his claws along the green crest of scales that ran down from his head to his tail. Twilight, shrugging but not saying anything, walked to her own tree after levitating her packs and bags from her body without so much as batting an eye. Fluffing out the great wings she bore, she sat down at its base and continued reading, unhindered, from her book.

"Whoo!" Trixie sighed and brushed some sweat that was building up from her hat-covered forehead with a flick of her hoof. As she straightened herself out where she sat and got comfortable, the unicorn turned to Starlight and nudged her friend's shoulder with her own. "All this walking we do sure can get tedious from time to time, Starlight. It's certainly quite the workout, eh?"

"Yeah, I'll say," she agreed with a smile. Starlight looked in Twilight's direction, and found herself somewhat surprised by her mentor's lack of shared weariness. "And if I didn't know any better, I'd say Twilight over there doesn't look winded in the slightest."

Trixie took the chance to peer over to the tree where Twilight sat and squinted her eyes. With a thoughtful hum she puckered her lips and tapped a hoof to her chin. "Now that you mention it, I haven't seen her skip a hoofstep since the journey began. And she's rarely spoken at all. She's just been keeping her nose in her books the whole way."

Starlight cupped her hooves to her mouth. "Hey, Twilight!" she yelled her way, gaining the alicorn's attention quickly. "You feeling tired yet?"

"Not at all!" the Princess of Friendship yelled back, performing an easy, flicking wave with her foreleg. She used her magic to flip a page on her book and turned her attention back to it, looking over the notes held in the precious tome. "I'm ready to go on whenever you three are."

"Alright, I guess. Just give us a few more minutes," Starlight said again. Sifting around in the insides of her saddlebag she pulled out a big bottle of water she took along for the journey, thinking to take a good drink from it before it was time to again move out. "You know, you look extremely enthusiastic to get to the Changeling Kingdom. I take it that you are?"

"Honestly, how could I not be?" Twilight spoke with unparalleled mirth in her voice, her eyes still held to her book's contents as she responded. "It isn't often that I get a real chance to learn something new about changeling culture, and the only time I really can do that is through letters Thorax and I frequently send to one another. But to actually partake in some of their activities, where I can get up close and in person with them? Now, that's a whole different subject altogether!"

With that, Starlight now fully knew why Twilight seemed so very perky. She huffed out a small sigh as she lifted her bottle to her mouth, taking in its cold, refreshing liquid contents and swallowing it down her parched throat. She looked next at Trixie as she screwed the cover back over it, licking her lips of the last droplets of water to cling there. "Well, Twilight's still fully adrenalized ," she said to her fellow unicorn in a voice low enough not to be heard by her mentor in question. "Heh, heh... You've gotta admit, Trixie; when it comes to a challenge or just something that she wants to set her mind to fully, Twilight goes all-out, huh?"

"I'll say." Trixie murmured a small chuckle, shifting her hat around on her head as a thought came to her. "Remember when I told you about that time when I put on that awful Alicorn Amulet? She showed me just how crafty she was when she tricked my power-mad self into taking it off after only a few illusions and practical tricks."

"Well, that's nothing when you compare it to just how far she went when I was in Canterlot helping Princess Celestia and Princess Luna solve a friendship problem that came between them," Starlight brought up, thinking back to the moment as both she and her friend snickered to themselves in memory of the first time the tale was told. "She used a music box figurine to help give me advice. A music box figurine. Even I didn't know that kind of spell!"

"And how when you said she appeared the exact second that you finished your mission? Who could forget?" Trixie let out another, louder laugh that she failed to make an attempt to conceal. Twilight seemed not to notice though, as she was far too engrossed with reviewing her works. "And when you explained how she dragged you away with a big smile on her face, spouting more words in ten seconds than any of us could say in a given hour?"

Her mouth remaining closed in an effort to contain herself, Starlight tittered with her until neither could laugh any longer. Minutes passed and they all were beginning to feel rested up enough. Sensing that it was appropriate to move out, Twilight, not wishing to waste any more time, was the first to spring back onto her hooves.

"Time to go!" she nearly sang out to the group, packing away most of her supplies back into her satchels and pack with a simple levitation spell. The only ones she kept out, revolving in the air around her like the moon and sun, were the few she planned on skimming over on the path they traveled upon before they inevitably reached their destination. "Let's get a move on! We don't want to be there after dark!"

Waiting just enough for her friends to get themselves ready as well, with haste in her stride the alicorn began trotting in a very merry fashion down the road. Rolling her eyes and forming a smile at the sheer amount of enthusiasm she witnessed, Starlight, along with Trixie and Spike, quickly followed on the path and practically had to run after Twilight to catch up with her.

King Thorax stood alone upon a balcony of stone protruding from a far, open end of his royal chamber, staring out at the blue, soon-to-be-evening sky at times, but mostly down to the land sitting far below. His hooves tapping anxiously at the railing of stone, he hoped so very much that he would get the chance to witness the coming of his friends. Because the area was located at the apex of the changeling hive he had plenty of opportunity to see any sort of oncoming characters. But even in spite of all the view he had to himself, he still had yet to see any non-changeling individuals trot down the path that led directly to the hive.

Thorax had sent out invitations and received word of who was to come and be a part of the celebrations less than a week ago. It filled him joy when he found out who would be coming, and all that mattered now was their arrival. As a matter of fact, his mind was so lost in the image of meeting them before nightfall that he didn't notice the sound of the doors leading into his chamber slowly open and the orange figure of a changeling half his regal height slip inside. She walked deeper into the chamber, in the direction of the balcony where she spied Thorax dwelling at the moment. Thorax eventually picked up the sounds of her hoofsteps treading over the stone floor and turned to face her accordingly.

"Hey, King Thorax," the drone, Mayfly was her name, greeted in a friendly voice. "I apologize if I'm interrupting anything, but I wish to speak with you."

"Oh, no, you're not interrupting anything," Thorax smiled back as he approached his subject. "I was just in deep thought. Is there something you need?"

"I only have a question," she continued on, looking up to his king's much taller shape in a way that conveyed nothing but respect. "I'm just a little curious about when the Gourd Fest's gonna start. Well, curious and excited. We've had all the preparations in place to begin for almost a week and I'm just raring to go out and get my own gourd."

"I'm very much excited too. And I promise, it will start tomorrow," he said, nodding his head and the regal set of mandible-like antlers that rested on his cranium on either side of his horn resting at its fore. "As you said, all the preparations are in place. But right now, we're just waiting for our guests of honor to get here."

"Are they some of the ponies who you said you invited a while ago?" Mayfly asked.

"Yep!" Thorax replied, his long, transparent wings flittering briefly on his back in apparent glee. "It's Starlight Glimmer, Spike, Trixie and Princess Twilight. Because this is going to be our first big celebration since we made peace with the ponies of Equestria, I wanted to include some of my friends from it."

"That makes tons of sense. And I hope that they enjoy it as much as we surely will," Mayfly's grin was as bright as the sun, but soon, as another thought came to her mind, it began to slowly fade. "But... how will they participate in the Gourd Fest? Do you think they'll adapt to well our customs? Do you think they'll fit in okay?" she inquired next, evidently anxious.

"I do," he confirmed, a warm, confident smile on his snout. "I've laid my trust in Princess Twilight on that part. She and I have sent a lot of letters to each other over the past few months. It's mostly to do with stuff about us changelings, which she said she was going to record and share with the rest of ponykind, just like how we're learning more things about friendship and sharing love."

"Ah," Mayfly hummed in understanding, "So she'll be the one to 'guide them along', so to speak."

"That's what I had in mind." Thorax's ears twitched as he emitted a small hum. "But -"

Thorax found his speech coming to a halt as his and Mayfly's attention were caught by the sound of the door to the room opening. Who they saw enter was a guard dressed in armor similar in appearance to the shell of a beetle; his actual chitin bright and yellow, while his eyes were crimson in texture.

"My king!" the changeling spoke up in a voice much lower in tone and gruffer-sounding than either Thorax or Mayfly. "Our foremost sentries have just relayed to us that they made contact with Starlight Glimmer and her band. They'll be escorted here within the minute. Shall we inform them that you wish to greet them yourself?"

"Yes, yes!" Thorax agreed with an expression of pure and unkempt excitement shining on his green-colored face, walking past Mayfly and moving a foot in the direction of the guard. He next raised a hoof his way and motioned for him to leave and do just that. "Allow them to come in! Show them to the entrance! Assist them with whatever they might need!"

"Yes, my king." The guard bowed and turned around, departing from the chamber in a swift motion as briefly as he had entered with the intent on fulfilling his given orders. Watching the soldier leave, Thorax looked back to Mayfly and gave to her a most relieved, if not still slightly tense expression.

"Well, they're here," he said. Breaking into a light trot, he began walking in the same direction as the guard had done seconds prior, exiting his chamber. "Time to greet them."

Mayfly followed by his side and stared up at him, her brow furrowed. "Pardon my assumption King Thorax, but you sound as though you're a little... nervous," she spoke to him, lightly. "Surely you're feeling nothing of that sort. You're best friends with the young dragon, your Highness. He and the ponies are some of your greatest allies."

"It's not that I'm nervous," assured Thorax to Mayfly as they both fully left the chamber and entered a tunnel. No sooner had they passed through wit when it closed behind them; the interior of the changeling hive still as random and ever-shifting as before the dethroned Queen Chrysalis. "I'm just... super excited."

"Heh. It wouldn't just be you, then. With ponies coming along and an awesome festival looming just around the corner, I think we're all super excited," concurred the fellow changeling. It wasn't long before the two entered a spacious area with a great many forming, disappearing, and again reforming holes leading to tunnels all around, and so took to the air, entering another on buzzing wings. Mayfly knew her time to leave her leader's side was well at hoof by the time she went into it with him and acted accordingly. "Well, I'll go off and tell the rest of the drones around the hive what you told me. Good luck greeting the ponies, sir!"

With a cheerful wink of her eye, Mayfly began in another direction, passing out of her king's sight after a scant few seconds. Now alone, Thorax soon left the tunnel and entered another one that formed before him. He traveled a fair distance more through the chaotic and ever-changing environment, when he came upon what he knew was the right place, judging by the many shapes of a gathered crowd of changelings standing upon the wide and open ground far below.

He caught a glimpse of decidedly familiar silhouettes amidst a more open spot of the throng, murmurs going about throughout it. By the time he landed upon the ground behind several of his subjects he recognized that they were the shapes of Starlight, Spike, Trixie and Twilight. Upon taking notice of their king, the crowd, having gone silent, split apart enough for him to pass through. Thorax did just that, but no sooner had he started walking through when a new, joyous sound hit his ears.

"Thorax!" As could be heard by anyone's ears, Spike's shout was filled with a tremendous sense of mirth. With speed in his stride, the young dragon ran past the ponies and changelings, and right on up to his great friend. "How're you doing?"

"I'm doing great, Spike!" Thorax replied, reflecting the young dragon's smile. "How's life in Ponyville?"

"It's as good as ever. Gimme some hoof," he requested with a smirk, raising one of his clawed arms up. Lifting his own hoof, Thorax smacked it against the end of his friend's waiting hand and then pulled him in for a small hug, his purple eyes closing in happiness. Some laughter escaped each of them just before their embrace could end, and as it did Thorax reopened his eyes and looked at his remaining guests with a visage of pure cheer.

"Hey, you guys! Don't think I forgot about you all..." he giggled lightly. Thorax moved their way until he was within a short enough distance to speak at a more proper level. "How are you all doing?"

Starlight, who was more than pleased to answer her friend, was about to do just that, when the sound of Twilight's voice spoke up from beside her. "Great!" the princess sounded with delight she simply could not hold in. "Positively great, King Thorax! And I don't think I can say enough about how extremely grateful we all are for you giving us the chance to attend this celebration. Right, girls?"

Stretching out her hooves, Twilight pulled Trixie and Starlight close to herself, as though waiting for them to agree with her statement. The two unicorns, shifting their somewhat startled eyes to one another, both eventually responded to Twilight's query to the unsure sounds of "Uh... yeah..."

Eventually letting them go, Twilight dusted herself off and looked back at the changeling king. "It's wonderful to be here, Thorax. And... I was told by one of the changelings who found us first that you have some rooms specially made for our stay here."

"We do," Thorax confirmed with a nod. "You can go and set it all down in your own right now. After all; it looks really heavy, if I say so myself. I can help you bring it there too, if you'd like."

"Heavy? Pshh..." Twilight shifted her luggage further up her shoulder, only to realize in that one moment that he might have been right after all. "Well, maybe it is a little bit. But I can handle it. Thanks for the gesture though, your Highness."

A drone, bearing an olive-green carapace and bright blue eyes, stepped forth from behind Thorax . "I'll lead you to your quarters, Princess Twilight," he requested politely, his voice a little nasally in pitch.

Before joining up with the drone, Twilight made sure to look back to her companions. "I'll see you after I unpack, girls," she spoke their way. "I'll be back soon."

"By all means, Princess. Take your time," Trixie responded in a most dry manner. As she watched Twilight move into the denser folds of the hive, she slid her attention onto the changeling king. "So... Thorax. Before anything else, can you inform us on the deeper aspects of this festival? It does have something to do with gourds, right?"

"It's about gourds, yes, but they only serve as a more minor part of everything," Thorax explained with a hint of reverie in his tone, thinking back to when he first learned about the old tradition. "It would take me a whole hour or more for me to tell you all the entire story, and a little longer to describe the coming festival itself. And trust me you guys, I'd love to, but I need to go do something before I can."

"Do what?" Starlight asked back.

"I just need to speak to Twilight about some things concerning the celebration in private," was his response. "If you'll both pardon me, I should go do that with her now. It'll only take me a few minutes, so I'll be back soon. But until then, why don't you all get set with your own rooms?" he suggested. After Starlight, Spike and Trixie looked to one another for guidance on the matter, Thorax gained nods of agreement from the three. Bowing his head to the two ponies and dragon, the changeling king turned about and flew off into the air in the direction Twilight took through the hive to get to her chamber, his wings beating fast all the way.

The journey was short and swift thanks to his power of flight, and soon enough Thorax had gotten to his destination just as Twilight was setting herself up in her chamber. It was nearly as spacious of an environment as Thorax's own royal abode, but decorated far differently. In the center of it was a frame-like construct carefully morphed around from stone by changeling magic to resemble a bed used by ponies, and upon its wiry, sturdy form was a white, cotton-stuffed mattress they had crafted.

As he entered the room Thorax witnessed the Princess of Friendship testing out the mattress and sewn blankets laying atop it, to her apparent joy. She soon took notice of the changeling king and they both greeted one another a little more properly than when they were both in front of the crowd. They talked for a short time, mostly about how the trip from Ponyville to here went.

"But seriously, you have no idea how happy I am to be back here," Twilight continued on from where she sat on the side of the bed. Turning her head over her shoulder to one of her packs sitting in the pile about a dozen feet away, a book, surrounded by the light-colored aura of the alicorn's magic, began to emerge and levitate toward her. "Thorax, by being here at this time, I'll be able to record everything there is to possibly know about this Gourd Fest!" As she finished her sentence, her face grew a little bit more curious as a sudden realization dawned on her. "I'm... allowed to do that, right?"

"Yeah, of course," Thorax easily replied, finally finding a comfy spot on the ground to sit on. "When Starlight wrote back to me that you agreed to come, she told me to prepare myself for all questions you might have. Writing my answers down and 'observing' how we act now that Chrysalis is gone, for that matter, is the least of my worries."

Putting a hoof to her chest and letting out a small sigh of relief, Twilight went to the next, equally-important question on her mind while her book opened up and flipped through the countless pages contained within. "And speaking of writing, I have a huge thing to ask of you. I remember hearing you mention it several times in the past, but I don't remember anything at all about this 'Gourd Fest'. I looked through my books on the way here with both the intent of refamiliarizing myself on changeling culture and looking for anything on the subject of the Gourd Fest, but I didn't find anything based on it."

"I was going to tell your friends about it too, and... I don't think we ever talked about it, either," mentioned the changeling king. "It was a minor kind of tradition meant to be about one drone doing a specific set of goals for another. But with all the changelings talking to me about crafting it into a... full-scale celebration, one which the entire hive will be a part of, I think it's going to become something more... well, major."

"So, you're making your own... type of holiday? And... and I get to watch you... make it? Up close?" Twilight's jaw dropped, as did her book when the magic that held onto it failed; the weighty tome then falling to the floor with enough force to push up a small cloud of dust and pebbles. Thorax could see a certain, ecstatic twinkling within the pupils of the princess' eyes, like the spectacular glimmer of a pretty gemstone when sunlight light struck it right. Eventually shaking her head, Twilight came back to reality and picked her book back up with her hooves and a wide, albeit slightly embarrassed grin. "This is... I mean, this is... wow. But... back to you, Thorax. You must feel so humble about this! How long did it take for you to comply to their wishes?" she inquired, placing the tome on a part of the bedspread beside her.

"A while, actually. I still don't think I'm used to being a king who can give such a big command like that in so minor a way quite yet." Thorax scratched at the back of his head with a hoof and gave off a small chuckle. "It took a small bit of time, but yeah, I eventually gave in. Everything seems too good right now in the changeling kingdom to pass it up. It's best to celebrate something grand before something else has the chance to come along and potentially spoil it."

"Considering all the crazy stuff that happens in Equestria? Yeah, that's a good move," agreed Twilight, whose thoughts went back to all the foes and conundrums she faced with her friends since the first day she met them. She shivered at the image of some of them. "Ugh... a good move indeed."

His head turning away for a few moments and staring at the wall a far ways off, Thorax could sense that it was time for him to leave and discuss matters with his other guests. "Princess Twilight," he spoke with light-toned politeness as he turned her way again, "I hope you, and our other friends for that matter, will find yourselves comfy here during your stay over the next few days."

"Don't worry. I'm positive we will," smiled back Twilight. She closed her eyes and clapped her hooves together in elation. "The only problem I'm feeling right now is the fact that I can't wait to begin the celebration tomorrow with you and your hive!"

"And I can't wait either." Thorax sighed and stood up from the rocky floor. "I'll let you have some time to yourself to unpack and get comfortable. As we speak, some changelings who know much about pony cuisine and how to prepare it are getting your dinners all ready. I'll stop by again and tell you when it's all done."

Giving a low, courteous bow of his head and spinning slowly about, Thorax moved toward the chamber's exit at a leisurely pace; his view kept on nothing in particular as his mind became wholly consumed once more by deep thoughts of how the events of tomorrow would proceed. However, as he walked off, Twilight had already left her own seat on her bed to tend to her pile of books and bags a short distance away, trotting to them at a pace faster than his.

As the princess moved toward them, she couldn't help but take an impressed look up at the point-tipped stalactites riddling the ceiling far above (none of which were hanging over the area where her bed was located, thankfully). And as she finally reached the bags which contained her precious and copious amounts of research, she realized that she had overstepped them by a meager foot from the sightseeing, and turned to them with a semi-self-annoyed flick of her ear. What she failed to notice was that by overstepping by that far, she was put in the pathway between Thorax and the door he was moving toward. With neither's eyes watching the other, Thorax's chest suddenly collided with her flank, and the unintended repercussions of the altogether minor collision were immediately evident. The unexpectedness of it, combined with the level of force from the impact, caused Thorax to stumble a short ways forward. His purple eyes widening in surprise after gaining a level-enough head, he spun it back to the recovering Twilight in a state of fear.

"Oop!" he gasped, his hoof moving to his mouth in what seemed like horror over the trivial act of simple clumsiness. "I-I'm so sorry about that, Princess Twilight! I-I didn't mean to-"

"Thorax, it's fine," Twilight calmly said his way with a reassuring smile, having not suffered anything damaging. "That was my mistake. Either way, it wasn't anything major."

"Oh. Okay then. Sorry about that anyway. I'll just... go now. S-see you at dinner!" he nearly shouted. With that, Thorax quickly scurried from the room before he had the chance to accidentally torment his guest any longer. Twilight, by his display, was swift rid herself of the thought and focused back onto her work.

Author's Notes:

Well, I've done it. I've finally succumbed to the urge to get down and dirty. I'm writing a smut fic. As far as I'm in it as of now, I haven't changed the dial to 'Mature' yet. Fret not, it'll get good later. It's because, being the lore-freak that I am, I can't simply have the characters swearing and spouting innuendo and such at the very beginning. I'm going to establish a good and faithful (for the most part) story, dangit! But yes, there shall be clop.