The next morning Phoenix sat up along with the three siblings who looked at each other then him. The two oldest blushed as Apple Bloom just smiled. Quickly the four agreed to have breakfast before heading out. However Phoenix wasn't sure if he should bring up when their next class should be or if one of the others would show. Not only that but a growing worry was pulling him back to the reason he was there.

After breakfast Phoenix decided to make his way down the street. If anypony needed to be mentally prepared for what was to come. It'd be the mare he noticed was the most timid. A few wrong turns latter and some less than helpful directions, he finally arrived at the... hut? A small part of his heart jumped at the sight while another sunk at the memories. Either way he stilled himself before walking over and knocking on the door.

After a few moments he thought he heard a voice before the door opened to reveal Fluttershy. "Oh... Phoenix...I... I didn't know you were... oh dear... ummm... one moment please." She answered in a slightly louder and more confident voice than before. "I just have to feed Lily." After shutting the door the sound of things banging around made Phoenix role his eyes. "Come in." She called.

Phoenix opened the door and stepped in to see the timid pegasus petting the timberwolf. "I'm glad to see the two of you getting along." He commented as he calmly sat on the couch.

"I'm glad to." She replied. "Before you came I didn't think there was this side to a timberwolf.... so what brings you by my cottage? Where you looking for an animal friend?"

Phoenix thought about it for a moment and smiled. "We can do that. I'd also like to help you as well." Fluttershy blinked at his words. "I noticed at the cliff how the wind spoke to you. I'd like to help you grow that connection." After a moment she smiled and nodded in agreement. "Great. Lead the way to the animals and we can start your lesson."

Fluttershy brought Phoenix to the yard where many animals were wandering around. "So....ummm." She hesitated before looking around. "Let's see if we can find the... what are you doing?" She asked noticing him sitting with his eyes closed.

Patting the grass next to him Phoenix smiled. "Listening." She nodded and sat next to him. After a moment she started to understand and closed her eyes. "When you connect to the spirits. They will guide you. And aid you in many ways." He explained as Fluttershy opened an eye to see him holding out a hand. "If you open your heart to the spirits as you do the animals, they will give you the strength to face your fears." As they opened their eyes fully they say a silver winged eagle perched on his hand. "I have been chosen." He joked before gently petting it.

"Oh my." Fluttershy gasped. "I don't think I saw a bird like that before." She slowly moved closer before gently nuzzling it. "I'm glad you found a friend. Oh... and he is too." The three shared a laugh before returning inside for tea.

Several hours pass as they sat and talked about fears and how the spirits can help. "Just remember to do the meditations like at the gorge and you'll be fine." Was in Fluttershy's opinion, perhaps the best advice she got.

After a while the two of them sat on the couch and talked about animals, music and what they thought was cute. "A hamster eating popcorn." Was Fluttershy's favorite as she pictured it for several minutes before moving to the next.

As the two talked the eagle, timberwolf and a white bunny sat and enjoyed their meal together. For Fluttershy, seeing animals getting along and making friends was the best experience she can ask for. "You're tense. When was the last time you took a break?"

"Well I..." She started before letting out a squeak and plopped to her belly as he began to give her a massage. "Oh my... that feels.... thank....mmmmm" Phoenix smiled as he repositioned her so he can reach more places.As he worked she cuddled up against him.

Time seamed to mean little to them... however.

Far from pony eyes a dark shadow was on the move. And it was tracking it's target. Deep in the badlands the queen of the changelings sat on her makeshift thrown as she looked to her advisor and partner. "Tell me the ponies aren't inviting us to another Pinkie party." She groaned as a voice hissed from the shadows.

"No my queen. But you are expected at one." Turning her eyes grew wide in shock and fear as the shadowy figure jumped out at her and filling the chamber in a black mist. "Don't fear my queen. You and the rest of your kin will enjoy what our master has in store for you." The voice hissed as the sound of screaming can be heard across the hive.

Fearing the worst she cried out. "Fly my children! Warn equestria of..." before she was able to finish she let out a pained scream that slowly turned to laughter.

A mile from the hive a young prince stopped in mid flight seeing the hive quickly covered in a black mist. Gulping he turned and quickly made his way for the only safe place he can think of. "Anywhere is safer than the hive." He thought. "Maybe... with ponies?" Passing Appleoosa he gulped at seeing mist seeping into one of the buildings. "Nope. Not there." With a nod he started for Ponyville. "I have to warn them before it's to late." He panted as he flew as fast as he can. Glancing back hoping the mist wasn't fallowing him. As luck would have it. He was in the clear. But he still saw that it'd be a matter of time before it came for them.

Ok. I decided to make this a two parter chapter. But it's mostly to get the ball rolling on the pending doom. Also. The lone changeling was inspired.... slightly.