Learning To Laugh Again
A Cupcake Chronicles Side Story Series
by milesprower06

Part 11

Nearly a mile into the Everfree Forest, Surprise sat on a fallen log hanging over a lake, looking down into the water. The only source of light was the brilliantly-shining moon far overhead.

Part of her wished that the patches of black scaly skin on her face would go away if she stared long enough.

She had never before felt so alone, afraid, and betrayed.

“Don't let it get you down, Surprise.”

The changeling was startled as she looked around, looking for the origin of the voice that just spoke to her.

“Psst. Down here.”

She peered down into the lake once more, and saw not her reflection, but a pink earth pony, who looked almost exactly like her. It was the pony from the newspaper clippings that Filthy Rich had shown her.

“Wh-what?”

“Everything's gonna be alright, Surprise. There's just a few things you have to do to make sure everypony gets out of this in one piece.”

“Look at me. What am I supposed to do now? Where do I go?”

“What to do? Finding Applejack out here sounds like a good idea, and then you two can go back to Ponyville to help your friends.”

“Like they'd be my friends now...”

“Why wouldn't they be?”

“...I'm part of the race that's invading their town?”

“Surprise, I can promise you, beyond a shadow of a doubt, that they won't care about that. You had no idea what you were underneath, and if you help them right now, that's all the proof they'll need. They won't care what you look like on the outside. What matters is your heart, and I know it's in the right place. They are, absolutely, the greatest friends you'll ever make in your life, and right now they need you.”

Surprise began to smile down at the spirit in the water.

“How can I find Applejack?”

“You can sense them, can't you? Use the hive mind to your advantage. Wherever AJ is, they're bound to be guarding her. I know you can do it. I know you're the one to inherit my necklace. Now go!”

Surprise blinked, and the reflection in the lake had returned to her own.

She felt the determination rise up in her. Pinkie was right. She was out here, and was the only one who could do it. She searched deep inside, and felt the weak, barely-existent connection to the changeling hive mind. Other than her, the only others out here were...

They were not far away. She had always had excellent hearing, and now she knew it was most likely an inherent changeling ability, so she took extra care to keep her movements absolutely silent as she made her way through the trees. When she noticed the eerie green glow, she slowed down, and kept herself as low to the ground as possible. Keeping herself hidden, she peeked out from the brush, and saw a cocoon in the clearing, with three changelings keeping watch. The pony in the cocoon was definitely Applejack, either unconscious or in a trance.

She was wondering how she was going to fight them. From the looks of it, the three guards were alert. Sneaking up on them was going to be nearly impossible. Maybe if she could trick them away from the cocoon...

Suddenly, the attention of all three snapped upward. For a split-second Surprise was sure she'd been spotted, but they weren't looking at her. Instead, a trail of rainbow descended towards the ground in a bomb dive, pulling up at the last second and slamming into the center changeling, driving it into the ground, scraping to a halt 30 feet away, a trench formed in the wake.

Rainbow stood above the motionless changeling, instantly leaping for the second one, wings spread. Surprise decided to take this opportunity. With the last two distracted, she jumped out of the bushes and galloped for the cocoon. Figuring the simplest method made the most sense, she gazed up at Applejack in the green glow, then punched out with her right hoof, the clear shell giving way from the blow, mucus and slime oozing out of the newly-created hole.

Surprise was just about to go in for a second blow when the wind was knocked out of her as a hoof connected with her chest, knocking her away from the cocoon. Dazed, she turned to look, and saw that it had taken Rainbow mere seconds to dispatch the other two changelings, and was now advancing on her with a look of unbridled fury in her eyes.

“Rainb-!” she barely got out before another flying kick connected, slamming her against a tree. Her vision blurry, she saw the pegasus now slowly walk towards her, knowing she was helpless in her state. She wanted to explain, but why would she believe a word she had to say? As Rainbow picked up a hoof-sized rock and raised it above her head in preparation to strike the downed changeling, she glanced back at the cocoon, still seeing slime ooze out.

Rainbow began to bring the rock down, but found her hoof held back at the last moment. She whipped her head around, and saw an orange hoof blocking her own.

“Don't.” Applejack sternly said to the infuriated Pegasus, breathing heavily. The farmer was soaked and dripping with whatever substance that once fulled the cocoon. Rainbow continued staring into Applejack's eyes, her anger fading only slightly, as she continued grasping the rock in a death grip. It only took a few more moments of looking at her marefriend to realize that she was grateful that she was okay.

Rainbow dropped the rock, and it landed on the forest floor with a thud as she embraced her. Applejack returned the hug, neither caring about the goop that covered the farmer.

“They need our help back in town, AJ.” Rainbow said, releasing her from the embrace.

“Well, I figured there was gonna be trouble when they snatched me.”

“Is there anything I can do, girls?” Surprise asked, getting up from the ground.

“Yeah, start running the other way, and don't look back.” Rainbow said angrily.

“I want to help.” Surprise protested.

“I don't want your help.”

“But I do.” Applejack interjected. Rainbow turned to look at her best friend, as if to confirm that the words had come from her.

“We can't trust her!” Rainbow shot back.

“I know I can. She just punched open that cocoon that I was stuck in, right before you started pounding on her!”

Surprise stepped forward.

“I didn't know what I was underneath until tonight. I honestly don't care what you think of me or what you want to do with me right now. It can wait until we stop this. The queen used me to prepare for this invasion, and I want to stop her. I still consider you a friend even if you don't. Ponyville needs us right now, and if Pinkie believes that I can use her Element, then I want to try.”

“Pinkie?” Applejack asked.

“She appeared to me at the lake. She said she knew that I was going to inherit her Element of Harmony.”

With this news, Applejack turned to Rainbow, who was still unconvinced.

“Rainbow... If you can't trust her, maybe trust Pinkie?” she told her.

Rainbow's angry demeanor began to fade at those words. She unfurled her wings, and looked at the pink barbs on the tip of each feather.

“Come on, let's go get the others, sugarcube.”

Rarity had to focus her concentration even harder in tandem with Twilight as there was a ferocious bang from the outside of the library as more of the Queen's attacks slammed into the force field protecting the library.

“I hope they get back soon, I don't know how much longer they can last!” Fluttershy observed, as she stood next to Spike as he held on to the chest that contained the Elements.

“They'll be here in time. Those two have never let us down before.” the dragon said with as much confidence as he could muster.

“Twilight??? Guys???” they heard in the distance from outside.

“See? What did I tell you?” Spike exclaimed with a smile. There was another bang, and the ground shook as Twilight and Rarity's protection spell faltered, and the shield evaporated to pieces.

They immediately ran outside to face the changelings. Rainbow Dash swooped in from above, distracting the charging changelings as best she could, while Applejack and Surprise fought through the group that Chrysalis had converged on the library. Rainbow came around in a tight Immelmann turn, and connected to another midair changeling with a two-hoof punch. She landed and came around with a rear kick, knocking another invader away into a third, creating some space in front of the library. Using the last of their strength, Twilight and Rarity let out blasts of energy with their horn, clearing the rest of the way for the trio. Spike and Fluttershy joined them as AJ and Surprise came to a halt in front of the library.

“You all ready?” Twilight said, a bit winded.

“And just what do you hope to accomplish? At my last count you only had five!” Chrysalis taunted.

Spike opened the chest, and Twilight magically took hold of the Elements of Harmony, passing them out one by one. Twilight looked to Surprise, who gave a nod, and she levitated the Necklace of Laughter over to her last of all, latching it around her neck.

The queen gave out an incredulous laugh, as the handful of changelings near the library gathered around her.

“Any last words, underling?”

Surprise stood defiant as the other five lined up next to her.

“Yes. Why me?”

“You were a flawed hatchling. Unable to fly, and unable to use your inherent shapeshifting on your own. Usually these hatchlings are destroyed, but with you, I saw an opportunity. There was a sizeable fire that had broken out in one of the small villages on the outskirts of Equestria. I gave you the disguise of a pegasus, and left you in the smoldering ruins of one of the buildings, with no memory of what or who you were. It was the perfect cover to know where to strike. And now you have chosen to stand against us. So whatever miraculous spell you're about to pull off, surely you know that it will possibly affect you as a changeling as well.”

Surprise's determination stayed rock solid, even if the others now showed a hint of concern.

“Yes. Because I choose to earn true love from my friends; not feed off of it in deceit. I've made countless ponies smile over the years, and I'd rather die than give that love to you.”

With those words, the Necklace of Laughter began to shine, followed by the others. Wasting no time, Chrysalis lit her own horn, and shot a beam of sickly green energy out towards the group of six. Moments before impact, a blue beam erupted from Surprise's necklace. It was not enough to stop the beam, but it did slow it down, forcing Chrysalis to concentrate harder. The other five stepped forward next to the Pegasus-Changeling, and their necklaces glowed as well, energy beams emerging from them to join Laughter's, and finally halt and force back the Queen's attack. With all six joined together, the beam became a rainbow, and it engulfed the Queen of the Changelings, enveloping the area in a blinding white light. The slowly expanding bubble reached the breaking point, and shattered, sending out a white pulse across the town, sending changelings flying up in all directions, either in retreat or by force from the wave of light.

Moments later, Ponyville returned to the black of night.