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Masks

by Zontan

Chapter 1: Masks


Masks

Fluttershy smiled at the shopkeeper as he handed her the vegetables she’d just bought, placing them in her saddlebags. “Thank you ever so much,” she said graciously. “I don’t know what I’d have done without you.”

The earth pony smiled back. “Anything for you, Fluttershy. You know you’re one of my best customers.”

“Oh, well, thank you,” Fluttershy stammered back. “I just hope it wasn’t any trouble, I know it was last minute—“

The shopkeeper chuckled. “Don’t you worry your head about it, Fluttershy. I’d move heaven and earth to make sure you and your critters got fed. Least I could do.”

Fluttershy beamed, her eyes briefly closing as she basked in that warmth, before saying meekly, “Well, thank you again.”

She turned and walked quickly away from the market, keeping her breath carefully steady. It wasn’t far to the houses at the edge of the square, and she was quickly around the corner and able to duck into an alley out of sight. With a soft exhalation, her body was consumed by pale green fire, leaving a teal changeling in her place, with pink eyes and similarly colored gossamer wings. She was shivering slightly, and she took a moment to close her eyes, take a deep breath, and pull herself together. The shopkeeper didn’t even love Fluttershy, he was just one of many who held a deep affection for the mare. It was still enough to send powerful tingles through her carapace just from that brief interaction.

She wanted to bask in that feeling forever, but she couldn’t afford to—this alley wouldn’t stay empty forever. She straightened, concentrated, and with another flash of fire she was a pale yellow pegasus again. She considered what was next on her mental checklist, before deciding a visit to Sugarcube Corner was in order. Even she could appreciate the warmth of the baked goods there.


The shopkeeper glared down at her suspiciously. Larynx shifted nervously, the green earth pony she was wearing feeling more claustrophobic by the second. She replayed everything she’d said over in her head, searching for what she’d done wrong, what had given her away.

Before she could find it, the shopkeeper interrupted her. “Your change,” he said brusquely, pushing a few coins across the counter. Larynx hastily scooped them up, grabbed her purchases, and retreated, before he could say anything else.

“Psst,” a voice whispered.

Larynx jumped two feet into the air and spun around. Walking next to her was a yellow pegasus doing a very poor job of pretending not to look at her. “One of your cutie marks is flipped,” the pegasus whispered. “They’re supposed to look the same from either side.”

That was enough to make Larynx twist around to look at her flanks. No wonder the shopkeeper had been glaring at her. With a hasty thought, the linked hearts she’d chosen for a cutie mark vanished from her flanks, to be replaced a moment later in the correct orientation. She frowned. One of them was a different shade of pink, now. She adjusted it again. With each change, she felt the pony skin tighten around her, threatening to snap.

“Oh dear,” the pegasus murmured, before draping one wing over her. “Come on, this way.” Somewhat louder, so the nearby ponies who were beginning to take notice could hear, she added, “Sorry, my friend isn’t feeling well, I need to get her home.”

The crowd parted immediately, and before she knew it, Larynx had been pulled into a secluded spot behind a nearby building. The pegasus took a step back, looking at her kindly. “It’s alright,” she said softly. “You’re safe now.”

“What… who—” Larynx tried to find the words.

“I’m Fluttershy,” the pegasus said gently. “You’re a changeling, right? Ocellus told me once that cutie marks are the hardest part of a pony to do correctly, especially if you don’t have a real pony for reference.”

“I—” Larynx took a deep breath, trying to calm herself. “I… yes, I am.” She relaxed, and let her form revert to its natural state, staring up at Fluttershy with suddenly pink eyes. “Why are you being so nice?”


Larynx stepped out of the bakery refreshed and happy, still in Fluttershy’s form. Pinkie Pie was easy to draw sustenance from, and her pastries didn’t hurt either. That warmth suffused her, and it was what distracted her from the other pony approaching.

“Fluttershy? You alright?”

Her eyes snapped open, to find Twilight standing in front of her, concern on her face. How long had she been standing there? “Oh, hi, Twilight, nothing’s alright, I mean, nothing’s wrong. I’m fine. How are you.” For once, she was glad her image wasn’t quite perfect - she’d have to actually try to produce the sweat that would normally indicate nervousness, and she wasn’t, so clearly Twilight would know everything was fine.

Twilight was frowning at her. “Are you sure? I’m always here if you need to talk.”

“Nope! I mean, no, I don’t need to talk about anything I’m going to go now bye.” She stepped around the alicorn and bolted for the edge of town before Twilight could object, and certainly before she could put her hoof any deeper into her mouth.

Fortunately, Twilight didn’t follow her, and she made it to the edge of town without incident. With a sigh of relief, she dropped her disguise once more, before heading back towards Fluttershy’s cottage.


“What brings you to Ponyville?”

Larynx looked down at the tea she had been given, not entirely sure what to do with it. Fluttershy’s cottage was a quaint little building on the edge of town, but the interior decor, while surely quite lovely, was not what had caught her attention. The whole building was so suffused with love that she could taste it. Fluttershy loved her animals, and they all loved her. She couldn’t help but soak it in, and it was making it hard to focus on anything else.

“Larynx?” Fluttershy prodded when she failed to answer.

“Oh. Sorry.” Larynx closed her eyes for a moment, forcing herself to refocus on the conversation. “Nothing, really. I just needed some supplies and a meal. I was going to move on in the morning. It’s not a good idea for a changeling like me to stay in one place too long.”

Fluttershy cocked her head. “A changeling like you? What do you mean?”

Larynx looked away. “It’s a long story.”

Fluttershy nodded. “If you don’t want to talk about it, that’s alright. But you don’t need to leave. Ponies in Ponyville are used to seeing reformed changelings. You don’t need to hide here.”

Larynx hesitated. “I don’t know if I’m ready for that.”

Fluttershy smiled. “Well, if you change your mind about leaving, you’re always welcome here.”


Larynx stepped over the threshold to Fluttershy’s cottage and sank down against the inside of the door. That had been entirely too close of a call with Twilight. But she was safe now, and everything was fine—

She let out an eep as she suddenly found herself floating into the air, her wings buzzing uselessly. Her horn glowed, but she couldn’t find anything to latch onto to free herself, and she could feel her heart beating in her chest.

“Well, well, well,” came a voice from behind her, and slowly she was spun in place to bring the speaker into view.

She gulped audibly at the sight of Discord, his arms crossed and a smoldering frown on his face. “I can explain—”

“Can you, little insect?” he asked. “Because I just finished talking to Twilight, and she was very concerned that something was wrong with my dear Fluttershy. And who do I find when I go to check? An imposter. What have you done with her?”

“Nothing! I swear!”

Discord hmphed, and with a snap of his fingers, her mouth disappeared. She blinked and attempted to protest, but couldn’t make a sound. “Perhaps you need a little more time to think, then.” There was another snap, and everything went dark.


Fluttershy was about to ask her a question. Her face was scrunched up just a little, she was looking at a spot just past her head, and one forehoof was rubbing softly against her other leg. Larynx let the silence stretch on, knowing it would do no good to rush her.

“I was wondering if you wanted to meet Ocellus.”

There it was. Larynx cocked her head. “That seems like a terrible idea.”

Fluttershy’s face twisted into a slight pout. “Why? Ocellus is a changeling like you, and you can see for yourself how much people like her, even knowing what she is. And, she’s really good at changing forms, too.”

“What does that have to do with anything?”

Fluttershy eeped, and suddenly looked embarrassed. “Well… I, uh, noticed that you sometimes have trouble… not all the time, but every so often—”

Larynx let out a soft growl. “I’m bad at shifting. I know. There’s nothing Ocellus or anybody else can do to fix that. I was never supposed to be an infiltrator. I would have spent my whole life in the hive, if not for—” She cut herself off, looking away.

Fluttershy peeked out cautiously from behind her wings. “If not for what?” she asked softly.

Slowly, the anger faded from the changeling, and she sighed. “I made a terrible mistake,” she began, almost inaudibly. “A tunnel I designed collapsed. It trapped half a dozen workers inside. We were able to dig them out, but…” she paused, almost afraid to continue. “One of them was half crushed. We weren’t able to get to him fast enough. He didn’t make it.”

She was silent for a long while, before she finished, “Queen Chrysalis banished me for my mistake. I had no idea how to survive on my own, and I couldn’t hold a disguise for long enough to truly impersonate anypony. I almost starved before Thorax tracked me down, showed me there was another way.”

Fluttershy nodded quietly, not wanting to interrupt, but when it seemed Larynx wasn’t going to start talking on her own again, she prompted, “Couldn’t you have gone back with him?”

Larynx shook her head vigorously. “No, no, I couldn’t. I couldn’t just… go back, and pretend that nothing had happened. That I hadn’t killed someling. I don’t belong there anymore.”

Fluttershy rose up off the couch, and before Larynx knew it, she’d been swept up in a hug. “It’s alright,” Fluttershy murmured. “It was an accident. It doesn’t have to define you.”


Larynx didn’t know how long she floated in the cold void Discord had banished her to. She couldn’t see or hear, and she could feel the isolation driving her slowly mad. The warmth of Pinkie’s pastries slowly faded from her belly, and she curled in upon herself, trying to resist the urge to despair. I didn’t do anything wrong. He didn’t let me explain. This whole thing was a bad idea.


“Larynx! I just had the best idea!”

Larynx blinked, standing in the doorway of the cottage. An excited Fluttershy was beaming at her, and she soon found herself pulled into the sitting room without even time to drop the pony she was wearing. Warily, she looked up at the pegasus floating near the ceiling.

“You said that you never really got to impersonate anypony, and that’s the best way to gather love,” Fluttershy began.

Larynx shook her head, already sure this was rapidly heading towards a bad idea. “Oh no. Thorax said we aren’t supposed to do that anymore, and besides, I’m no good at it.”

Fluttershy hmphed. “Thorax also said you should share love with those around you, but that doesn’t stop you from hiding who you are from everypony but me. I’m not blind, I can see you’re not getting enough.”

Larynx bowed her head, sufficiently cowed, and Fluttershy continued. “I need to pick up some medicine for Sandra in Canterlot tomorrow. I’ll be gone all day, but I haven’t told anyone I’ll be gone. It’s a perfect chance for you to be me for a day.”

Larynx shook her head again. “Oh no, I couldn’t do that to you—”

Fluttershy’s look silenced her. “I’m giving you permission, and it’s only for a day. You could go pick some things up at the market, see what it’s like. It’s perfect. Nothing bad will happen.”


Fluttershy stepped into her cottage. She hummed as she trotted into her kitchen, opening cupboards and pulling vegetables out onto the counter. There were more of them than when she had left, and she quietly smiled to herself as she checked the new arrivals.

“Fluttershy!” An excited voice reached her, and she suddenly found herself swept up into Discord’s arms.

Fluttershy eeped softly, before letting her head nuzzle into his chest. “I missed you too, Discord,” she said, amused. “But I wasn’t gone that long.”

“Long enough!” the draconequus hmphed. “Long enough for a changeling to move in, and start wandering around in your body! It was absolutely horrid. But you’re back now, and everything is alright, and we certainly don’t have to worry about them anymore.”

Fluttershy blinked as she processed that. Then her face slowly twisted into a frown. “Discord,” she said softly. “What did you do to Larynx?”

“What did I do to who?”

“Larynx! The changeling! You bring her back right now, mister.”

Discord dropped the pegasus, who quickly flitted up to hover at head height, and took a step back. “I don’t understand.”

“She didn’t hurt anypony! Bring her back! Now!”


Light suddenly flooded in from all directions, and Larynx shut her eyes, covering her head with her hooves and shivering. She felt rather than saw a wing drape over her back, and could dimly hear Fluttershy shouting at someone, but her ears were ringing too much to make out individual words. Slowly, she came back to the real world, and risked looking up. Fluttershy was holding her protectively, and Discord was looking very contrite.

“Apologize to her,” Fluttershy demanded.

“I’m sorry,” Discord muttered, but he didn’t sound it. “But you do have to admit that my assumptions were very reasonable—”

Fluttershy’s glare made him reconsider the rest of that sentence, and instead she turned to Larynx. “Everything will be fine. Discord knows better now. This won’t happen again.”

Larynx slowly stood, and shook her head. Quietly, she murmured, “Fluttershy… you know that I’m grateful for this. But I don’t think we should do it anymore.”

Fluttershy took a step back. “Are you sure? You’re doing so much better.”

Larynx smiled softly. “You know, I had some time to think, wherever it was that Discord sent me. At first, it was Pinkie’s love for you that kept me warm. But it didn’t last long. I think… I think if that had been all I had, it wouldn’t have been enough.”

Fluttershy cocked her head. “But…”

Larynx smiled. “The thing that kept me warm was you.” She nuzzled into Fluttershy’s neck. “Thanks. I think that was what I needed in the first place.”

Fluttershy smiled, and hugged her again.

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