“You’ve been getting into trouble lately, Frosty. I thought I told you to be careful...”

Frost looked up at Silth and smiled, “You know me, if there’s trouble then I’m in the middle of it.”

Silth chuckled and put the colt down. She looked at him and shook her head, “What am I going to do with you?”

Frost laughed and hugged her again, this time around her abdomen. “I never got a chance to thank you for healing me since I was in your trance. You kept your word. Thank you, Silth.”

Silth rubbed Frost’s back with a hoof, “I know, but it was the best way to deal with the situation. You were peaceful under my spell, and I knew Ciaran would take good care of you.”

“Well, you were right.” Frost said, “But what are you doing here?”

Silth grinned and stood up on all four hooves, “Looking after you of course! Don’t want any harm to come to my wittle Fwosty-wosty.” Silth said while she reached down and ruffled Frost’s mane.

Frost sat on his haunches and crossed his forehooves, “Why are you really here?”

Silth sat down on all fours and put a hoof to her chest, “Frosty I’m hurt! That’s the reason. I care about you, and so does Ciaran... Wait... oh my...”

“What?” Frost asked.

“What has my little sister been up to? Oooh!!” Silth squealed in delight, “She’s been teaching you more about our powers! I can tell!” The changeling opened her mouth in a wide smile and brandished her fangs. Her eyes turned to blue spirals as she leaned toward Frost, “Can you resist me now little Fros-”

Frost shut Silth’s mouth with both forehooves so abruptly that she almost bit her tongue. Her eyes returned to normal in surprise. Frost pressed his forehead to the comparatively massive changeling’s and stared her down, “I’ve learned a thing or two, please stop doing that to me.”

Silth shook her head as her eyes lit with warmth. Frost stood in front of her unafraid. She could overpower him with raw magic or hypnosis, she could break every bone in his body if she wanted. But right here, right now, he wasn’t afraid. He was changing.

The changeling princess rested a hoof under her cheek and let out a sigh, “Frosty... you continue to impress me.”

Frost laughed and paced around the changeling. She playfully swished her tail at him as he came around behind her. He eventually stopped and slumped over against her stomach. “I’m really not in the mood for games, Silth.”

Silth curled her body around the colt and looked down at him, “How have you been holding up in here?”

Frost’s eyes began to glisten, but only for a moment. “I’m used to this kind of abuse. I faced it all my life on the streets. But it doesn’t make it any easier. It’s the others that I’m worried about. Iris, Denova, his sister, and the others. I’m not scared of much that is here, but that minotaur...”

“Steel Slab,” Silth growled, “I ran into him when I infiltrated this place a few days ago. He’s a psychopath.”

Frost leaned against the changeling’s carapace and laughed, “You would know.”

Silth chuckled and nuzzled Frost, then she raised his head with a hoof, “Did he hurt you, Frost?”

“No... but he did hurt my friend, a gryphon.”

Silth nodded and bared her fangs, “If I were here for another reason, I would’ve killed him. Now that I know he’s hurt your friends, I still might.”

“Another reason?” Frost asked while standing up, “So it wasn’t just to help me, why are you really here?”

“Why don’t you tell me why you’re here, Frosty?” Silth fired back with a chuckle.

“I’m here to rescue somepony,” Frost said.

“Oh...” Silth mused, “It wouldn’t be her, would it?” Silth asked while motioning behind Frost.

Frost turned around and saw a figure sitting in the corner. He slowly approached the pony and gasped. The filly slumped over was none other than Orianna, Princess Desalia’s daughter.

“Silth...”

“You shouldn’t be so quick to judge, Frosty. I said I was here to help you. I wasn’t lying.”

Frost turned around and leaned over, he picked up Orianna’s head with a hoof and saw her eyes were spinning rapidly with blue spirals. She was smiling while a puddle of drool had collected on the floor. She was in a heavy trance at the mercy of Silth’s powers.

“So this is why you’re here.” Frost said while shaking his head. “You still don’t feed on foals?”

Silth chuckled and walked around to stand behind Orianna. “No, I don’t feed on foals. That is as true now as it was then. Isn’t that right, dear?” Orianna’s head snapped up as she smiled and nodded to Silth. The changeling lightly stroked her mane and bent over, pressing her cheek to the filly’s, “We just had a little chat, that’s all.”

Frost shook Orianna’s head, then shook her shoulders, “Wake up! Snap out of it!”

“Afraid that won’t work, Frosty.” Silth lamented with a giggle, “She’s gone, gone, gone.”

Frost stomped his hooves and screamed at Silth, “Why are you doing this?! What happened to wanting to change?! You’re plotting against Desalia! You don’t need this! Just help me get out here, then you can come back with me. You and Ciaran can-”

“Enough!” Silth shouted while she slammed a hoof down in front of Frost. The unicorn backed away as his ears fell flat against his head, a hurt expression played across his face. Tears began coming to the surface but he fought to keep them back. Silth immediately regretted raising her voice and encased Frost in her magic, “I can never do that, Frost. Not after the things I’ve done. This is the only way.”

Frost sniffled a bit and slumped down in her magical field, “I don’t understand.”

Silth levitated Frost into a warm embrace. “You will someday, Frosty. I said I would help you, and I will. Listen carefully. Once you wake up Orianna, she won’t remember ever meeting me, so it will do no good to mention me. I do have plans, but I’m not plotting against anypony or the Silver Isles. I just needed a small bit of information from her. That’s all. Do you believe me?”

Frost pushed away and looked up into the changeling’s large eyes, “Should I believe you?”

Silth paused then pressed her forehead to Frost’s to the point where their eyes were almost touching. “Only you can answer that, Frost.”

Frost closed his eyes and thought about the consequences of his actions. Silth lying was a very real possibility, and the damage she could inflict with whatever information Orianna gave her could be severe. But Frost owed Silth after saving him and healing his legs. He hated to trust changelings, but the strange thing was, Ciaran and Silth were among the few mares in his life that ever showed him kindness, care, and love. He was positive most of it was genuine.

Frost hugged Silth’s muzzle and looked her in the eyes, “I won’t tell anypony you were here. It’ll be our secret. Just... please don’t make me regret this decision.”

Silth kissed Frost on the cheek and hugged him tight, “I’m glad. You won’t regret it, Frosty. Now, I’m going to leave and let Aldus know where you are.”

Frost perked up and pushed against Silth’s chest, “You’re going to help bust us out of here?”

“Not directly,” Silth said, “But I’ll do what I can.” She held Frost under his shoulders. Her features turned to concern, “Once it happens, you’ll know. You and all your friends need to be ready.”

“Oh we’ll be ready,” Frost assured Silth with a confident smile, “Finally I’ll get my revenge.”

Silth placed Frost on the floor and stared down at him, “Listen to me, Frost. Things will get dangerous, these ponies will hurt you if they get a chance, or worse.”

“I understand,” Frost said, “Thank you, Silth. I suppose... I suppose I’m in no position to judge you. I just wish-”

Silth stopped Frost by putting a hoof to his mouth. She bent over and connected a beam of magic to the ring around his horn. After a moment she stopped and knelt down to be at eye level with the colt. “I’ve cracked the magic canceller that’s been restraining you. With enough magic you can shatter it. When this happens I want you to be careful. Understand?”

Frost nodded and hugged Silth’s foreleg. “I do.” The changeling nuzzled him and trotted to the door. “Wait...” Frost began, “Will I see you again? Where are you going?”

Silth turned around and grinned at the colt, “I have business here in the Isles, then elsewhere. Never in a million years would I have thought a little blue unicorn colt would be the catalyst to change my life. I’ll be watching you Frost, I am certain we will meet again.” She then turned back into her disguise and left the room. No sooner had she disappeared, Orianna began muttering incoherently on the other side of the room. She was already coming out of the trance.

Frost shook her lightly then stepped back as she regained consciousness, “Unh.. wha? Where am I? Who are you?”

“My name is Frost Wind, I’m here to rescue you.”

----------------

“So who’s this, Frost?” Iris asked with an edge in her voice.

“I’m Orianna, princess of the Silver Isles and daughter of Princess Desalia.”

Iris sat on her haunches as a pair of small hooves wrapped around her neck to keep from falling, “Oh... I see. You sure do have a thing for princesses and royalty, don’t you, Frost?!”

Frost deadpanned Iris as she glared at him. Orianna backed up a few paces, “I’m sorry, I don’t-”

“There’s nothing to be sorry for, she’s like that all the time.” Frost said with a wave of his hoof. “This is Iris.”

Orianna bowed slightly and offered a weak smile to the gryphon. Iris wound her tail around the colt gripping her neck and dropped him into one arm. “Nice to meet you, we’ve been looking for you. Hope you’re ready to get out of here. This is Silver Spark.” Iris said while playfully holding the colt.

“You’re a princess?” Silver Spark asked, “What are you doing here?”

“That’s something I’ve been wondering, too.” Frost asked. “Why did you leave the company of your other sisters?”

Orianna huffed and turned away from Frost, an act that bothered Iris more than him. “I see you’ve talked to mother, I assume she put you up to this? Only she would tell another foal to come and rescue me. Now we’re both stuck.”

“Not for much longer,” Frost said, “We have friends, powerful friends and a powerful family. They’re going to come rescue us.”

“A powerful family?” Orianna asked with a laugh, “Royalty?”

“You could say that,” Iris replied with a smirk, “Why don’t you go grab a bunk and get some sleep, princess...”

Orianna huffed at the gryphon and walked past her, slightly intimidated by Iris’ larger size. She pulled the covers over herself and was soon fast asleep.

Frost sighed and sat down, knowing what was coming. Iris sat down beside him and crossed her legs. She placed Silver Spark in her lap and awaited a response from Frost.

“I was able to get word out to Aldus and the others,” Frost said, “It took some doing, but they should be coming any time now. But when they get here, we have to be ready.”

“I’m ready right now!” Silver Spark exclaimed, “Black Star will protect us while we make our getaway!”

Iris tickled the colt and smiled down at him, “Yes he will, cutie.”

After all the foals went to sleep, Iris climbed into bed with Frost and nipped his neck. “Hey!” Frost snapped, “What was that for?”

“How did you get word out to Aldus and Rigel?”

“I managed to use a small amount of magic with this inhibitor on,” Frost lied. “It took a while, but I enchanted a letter and filled it with all the possible locations Denova and the others could think of. If they check all of them, they’ll find us eventually.”

Iris stared at Frost for a second, then ran a claw through his mane before snuggling up to him, “Good thinking, Frost.”

Frost smiled and snuggled up to the fluffy gryphon in return. His guilt for lying kept him up longer than Iris, who fell asleep almost immediately. He didn’t like lying to her, but he was going to trust Silth. Frost only hoped it wouldn’t come back to bite him.

---------------

Over the next few days, the foals were wondering if anything would ever happen. It had been almost a week since Frost had his encounter with Silth and nothing seemed to be happening. Orianna was getting to know Iris and Denova until the guards decided to split everypony up again. Now Iris was separated from Frost, and Spring Shot was separated from Flint and Silver Spark. Denova was allowed to stay with Frost by sheer chance, but was separated from Sohara.

Late one night, the foals were woken up by the sound of running outside the halls and screams. Frost heard several guards talking among themselves outside, they were planning on moving the foals. He also notice panic in their voices. Frost motioned for Denova and the four other foals with them to crawl under their beds. When the door opened and two earth pony guards stepped into the dark room with lanterns, Frost summoned all his power into his horn. The sound alerted the nearest guard to his presence, but it didn’t matter. As the guard approached, Frost blew the bed off of him and into the guard, knocking him over. He leapt from the floor and landed on the bed, plunging an ice spear through it and running the guard through.

Denova and the rest of the foals were shocked by the violence. The other earth pony guard grabbed a button and charged Frost, who teleported behind him and peppered his back with shards of ice. The guard fell twitching to the floor with hundreds of spikes protruding from his back.

Frost motioned for Denova and the rest of the foals to come out, “Listen to me, we have to find Sohara and the others. Stay behind me and keep quiet. If we run into more than a few guards, we’re in trouble.”

“What about Steel Slab?” one of the foals asked with a quivering voice.

“Lets hope we don’t run into him.” Frost said while trotting to the door and looking both ways down the hallway. “Coast is clear, lets go!”

Frost waved a hoof and followed them out the door. He was afraid of meeting the minotaur, but part of him wished he would run into him. Frost was going to make the beast bleed for what he did to Iris.

Meanwhile, at another location on the compound, Flint was gathered around a small group of foals who were talking among themselves. They were excited, nothing like this had ever happened before. There was talk of a rescue, or at least a chance to escape during whatever was happening.

One of the guards opened the door and snarled at the foals. “Listen to me, runts! Get your crap and form a line! We’re leaving right now!”

The foals all huddled together and refused to listen. Flint stared defiantly at the pegasus and stuck out his tongue. “We’re not going anywhere anymore!”

The guard stepped forward and backhoofed Flint across the face, sending him tumbling into one of the beds. He turned his attention to the rest of the foals, “Move!”

The foals obeyed, then stopped when they all heard a blood curdling scream from down the hall. Loud banging noises were heard shortly after, then more screams. Hoofsteps clacked against the floor as another guard burst through the door and shut it behind him. He braced himself against it and looked at his companion in sheer terror.

“What’s going on?” the first guard asked while standing behind the foals.

“It’s- it’s a monster! We have to get out of here!” the guard said as his eyes darted around the room.

“What are you talking about?” the other guard asked. “What monster?”

“You don’t understand!!” the guard wailed as he stood against the door, “We’re all going to die! We have to leav- ahgh!!!”

The children screamed as a curved white blade pierced through the door and the chest of the guard. He shouted in pain and gurgled blood as he looked down at the blade. The other guard began to shake as the sword cut upward through the door, raising the guard off the floor before it was pulled back. The guard fell to the ground, gasping and choking. The door opened to reveal a tall cloaked figure brandishing the curved blade. The light in the room revealed something that made the other guard’s blood run cold. Long fangs that glistened in the light as the figure’s mouth curled up in a smirk.

The children froze as the figure casually looked down at the dying guard and plunged the blade into his back, finishing him.

Flint suddenly was grabbed around the neck and held against the other guard’s chest.

“Hey! Let me go!” he shouted as he thrashed about.

The guard held a blade to his neck and shouted to the figure, “You! If you come any closer I’ll kill this kid!”

The figure turned it’s attention to the guard and lowered it’s hood. All the children turned white as ghosts as they looked on at the bat pony. Flint saw the pony had a mane braided into a ponytail. His velvet ears twitched slightly in irritation. However, most terrifying were the eyes, complete crimson red. The bat pony said nothing and relaxed the sword at his side while taking a step toward the guard. Flint whimpered as the blade was pressed against his neck enough to cause a small cut.

“I’ll do it, I swear!” the guard yelled in panic, “I’ll open the kid up! Stay back!!”

The bat pony stopped and stared at the guard. His eyes opened wide and became even more red. Flint looked away and prepared for the worst, then the guard pony loosened his grip just enough for him to get free. He jumped down and ran under a bed.

“Wha- what’s going on?” the guard shrieked, “I can’t move! I can’t move at all!”

The guard was stuck standing as he was while holding Flint. His wings attempted to lift from his sides but appeared to be glued down. His body shook violently as the bat pony took a step toward him.

“You like hurting defenseless foals?” the bat pony spoke in a low mocking tone, “Make you feel tough?” The children backed away as the bat pony slowly stalked toward the guard. “You spent so long beating up on children, you forgot what it’s like to pick on somepony your own size! Now look, you can’t even move... tsk tsk tsk.”

“Please... please!” the guard sobbed, “I didn’t mean to, I’ll give you whatever you want!”

The bat pony raised his sword and looked at his reflection, then licked his fangs while he slowly pushed the blade into the guard’s stomach. The pegasus groaned in agony and could only watch the blade disappear inside him.

“Shh... shh... have some dignity, eh?” the bat pony said while leaning forward and driving the blade deeper. The guard gurgled as blood escaped his mouth with his coughs. The bat pony pulled the blade free after the pony died, then wiped it clean with a cloth. He then turned his attention to the foals. Each of the children backed up as he stared at them, then he turned to where Flint was cowering under one of the beds.

The bat pony peaked down and smiled at him, “Hey there kid, I’m Thule. You want to come out of there? It’s safe now.”

Flint gulped and slowly crawled out from under the bed as Thule took a step back and stood at his full height. Flint noticed a few age marks across his face and under his eyes, but he still appeared formidable and powerful. “You saved us Mr. Thule, thank you.” Flint said with a small smile.

“Yeah, thank you.” another foal said as they cautiously approached their rescuer.

Thule laughed then quickly produced a throwing knife from his belt and sent it sailing to the door where it struck another guard in the throat. The children gasped and crowded around Thule as he relaxed and chuckled. “Never learn, do they kids?”

“Are you here to free us?” Flint asked.

“As a matter of fact I am.” Thule said while smiling, which brandished his large curved fangs. The children noticed and backed away. Thule realized and laughed, “Don’t worry, I already had dinner before I got here. You’re all safe.” Some of the children giggled a bit, but most remained stiff with apprehension. Thule cracked his neck and bent over to be closer to the foals. “Listen, I don’t want anymore interruptions, so I’m gonna need your help, okay?” The foals nodded and payed attention. “Alright, I need one of you to go get that dagger and bring it back to me, and a few more to go shut that door and put something in front of it. We don’t want any mean guards coming here til we’re ready to kill them, understand?”

The foals went to work which allowed Thule to focus on Flint. He was still shaking, and was averting Thule’s gaze. “You’re bleeding, kid. Lie down so I can dress your wound.” Flint nodded and fell onto his back. Thule reached into his cloak and pulled out a small first aid kit. He opened some salve and began cleaning the wound. “I’m sorry that pegasus did this to you, and I’m sorry you’re still shaking. I didn’t want you to suffer under my gaze, too. But it was the only way to make sure he wouldn’t hurt you further.”

Flint winced as the salve was rubbed on his wound, but he managed to open his eyes and look at the bat pony. “Your eyes, how did you do that?”

Thule smiled and shrugged “Guess I’m just scary.”

Flint laughed and looked at the kit, “Do you always carry that around with you?”

Thule smirked and began to bandage the cut, “No, to be honest, I’m usually the one making the injuries and lacerations rather than fixing them, but I was told to be prepared to help injured foals. What’s your name, kid?”

“It’s Flint, just Flint.”

Thule grinned and sat the child up, “Well Flint just Flint, you’re all patched up.”

“Thanks!” Flint said, “Who told you to be prepared to help us?”

“The Princess of the Night, Princess Luna.” Thule replied with a smile. “I suspect she’ll want to talk to all you kids when you’re out of here.”

“What?!” Flint gasped, “I’ve never met a princess!”

“First time for everything, right? It’s probably best not to keep her waiting.” Thule lifted Flint off the bed and sat him down. “Alright children gather ‘round, here’s what I want you to do. Once I open that door you’re going to run straight down the hall to the left. Don’t stop until you find a big, stupid looking silver unicorn with a busted nose. He’ll make sure you get out of here safely.”

The children nodded but Flint tugged on Thule’s cloak. “Wait, there are others still around. Some might be hiding in the freezer.”

“The freezer?” Thule asked.

“Yeah,” another said, “There are good hiding spots in there, we used to hide inside if one of the guards was chasing us. They never were able to find us there.”

“Okay,” Thule said. Flint watched in awe as he unfurled his huge leathery wings. Each had a claw appendage at the wrist joint. “You and Flint take me there, the rest of you run and don’t stop til you find the silver pony.”

Thule tossed the other colt on his back and picked up Flint with one hoof, “It’s down the hall and to the right, then down a flight of stairs.” the pegasus on his back said. “I’m Swift by the way.”

“The pleasure is all mine, Swift. Hang on tight.” Thule flew down the hall and came to an abrupt stop in front of the freezer. He heaved open the door and frowned when he saw three foals shivering in the corner of the massive room. “Come on out, it’s alright.” he said while beckoning them forward. When one little filly didn’t move. Thule extended his wing and wrapped it completely around her. He held her against his chest for warmth and took off his cloak. Thule wrapped it around all the foals and huddled with them to get warm. “It’s alright, kids. I’m getting you all out of here.”

-----------------

Silver Spark shuddered in the corner of a closet. All the other children had run away when the fighting and screaming started, but he stayed behind. He was too scared to go anywhere and knew with his bad leg he couldn’t get away if a guard saw him. He heard voices coming from the outside and covered himself with ripped blankets and sheets. More screaming came from outside, but this time it was close, from the other side of the closet door. A scratching sound scraped across it followed by a series of loud bangs. The colt quaked in fear as one of the doors was ripped open.

“Silver Spark? Silver Spark? Where are you?”

Silver Spark knew that voice and let tears of relief escape his eyes. “Black Star! I’m here!” he shouted while throwing off the blankets and jumping to his hooves.

Black Star looked down and immediately grabbed the colt in a comforting embrace. Silver Spark sobbed into Black Stars plumage as he comforted the child. “There there, you’re safe now.”

“Where is Iris?” the colt asked with a sniffle, “Is she okay?”

“She’s fine, she wanted me to come find you.”

Black Star sat the colt down and bent over to make sure he wasn’t injured when Silver Spark screamed. Several bolts of magic peppered Black Star’s back as he was inspecting Silver Spark. The two unicorn guards sustained their assault, hoping to bring the four winged gryphon down. Silver Spark cowered on the ground while looking up at Black Star’s enraged face. He knelt over the colt and completely shielded him from any harm. Once the unicorns ceased their assault to inspect their damage, Black Star slumped to the ground and fell over Silver Spark. The colt teared up and pushed against Black Star. “Get up! You have to get up!”

The two unicorn guards advanced cautiously, one of them spotted Silver Spark. Black Star’s form rippled and pulsed, then he inverted his body completely. His front was now his back as he crouched low and lunged at the nearest guard. The unicorn fell over screaming as Black Star ripped him apart with his claws. The other guard turned on Silver Spark and fired a bolt of magic at him. Black Star grabbed him just in time with his three tails and yanked him out of the way. He then opened his third eye and froze the guard in place with a piercing screech. The guard’s eyes rolled back and he collapsed on the ground.

Black Star held Silver Spark in front of him and closed his third eye. “You okay?”

Silver Spark removed his hooves from his ears and nodded, “Are we leaving?”

“Yeah,” Black Star said, “But we’re still in danger. Silver Spark, we’re going to do the thing that we did while fighting the monsters in your dreams. Do you remember?”

Silver Spark nodded, “Will I be able to see things?”

“You’ll see everything,” Black Star replied, “All you have to do is sit back and relax. You’ll be safe.”

Silver Spark sighed as Black Star put him down. The gryphon’s chest split apart as several black tendrils came forward and gently wound themselves around Silver Spark’s body. Slowly, they lifted him up and pulled him into the hole in Black Star’s chest. To Silver Spark it felt like taking a mud bath as the thick black liquid formed a mold around him and suspended him in the void.

Black Star flexed as the merger was complete. He put a claw to his chest making sure that the colt was alright. He saw his curled up form in a reflection and smiled. He opened his third eye again and scanned the room, Iris was battling some guards but she was alright. There were others fighting in the compound as well. Aldus and Rigel, along with Polaris and one other pony, a stranger. Black Star decided it would be best to link up with Iris first, then they could find Frost. With a powerful flap of his wings Black Star sped down the hall and into one of the working areas. Black Star looked down at his chest momentarily after detecting joy from Silver Spark. He performed a few tricks to the child’s delight and chuckled to himself, at least he wasn’t afraid anymore.

---------------

Iris swiped a claw across the face of a guard then drilled his face into a wall. The brutal fighting was enough to shake up Spring. The pegasus crouched next to Sohara as she and the zebra waited for Iris to give the all clear signal. The three children were by themselves when the rest of the group decided to run off. As Iris rounded the corner she saw a massive shadow creep down the length of the adjacent hallway. Two pointed edges to the head and violent grunting revealed the owner’s identity. Iris shivered with fear and flew back into the room.

“Hide!” she yelled as the children split up and disappeared. Spring flew up and hid above one of the ceiling tiles while Iris and Sohara hid under beds. Thanks to Sohara, Iris was able to take the bindings off of her wings, but she knew if Steel Slab caught here he’d snap both of them like twigs.

The minotaur lumbered into the room and snorted loudly. He sniffed the air and stalked to the end and opened up the closet. After throwing aside some boxes and beds he stalked to the door and paused. Iris almost swallowed her tongue before he muttered something to himself then continued down the hall. Iris motioned to the other foals to remain still until they heard the coast was clear. As Iris moved, she heard screams come from down the hall and mighty gust of wind ripped past the doorway. Iris was puzzled and crawled out from under the bed to investigate.

She peaked around the corner and saw Black Star flying toward her. Iris quickly motioned him inside and shut the door.

“Iris, are you alright?” he asked in concern.

“I’m fine,” she replied while Sohara and Spring emerged from their hiding places. “Did you find him?”

Black Star nodded and looked down at his chest. Inside, the dim glowing form of a colt could be seen curled up in a ball. “He says he’s glad to see you, Iris.”

Iris smiled and waited a moment before grabbing Sohara and putting her on Black Star’s back. “We need to find Aldus and Rigel.”

A scream from the corridor made Black Star spread his wings and stand protectively in front of Iris and Spring. The sound of crackling could be heard outside as a pony fell to the floor in a heap. Dark magic tore through the wall of their room as another pony fell to the ground with a gaping hole in its head.

Aldus teleported inside and relaxed as he saw familiar faces. “Well, hello there Iris.”

A tall crimson pegasus stepped through the hole in the wall and smirked at the foals. “Ready to leave, kids?”

Iris leapt into Rigel’s forehooves as he chuckled and hugged her. The gryphon gripped him tightly and breathed a sigh of relief. “Yes, I’m ready, and I’ve made some new friends.”

------------------

Frost and Denova dashed through the halls and searched every room they came across until finally they discovered Orianna together with a group of foals. They were locked in one of the more spacious areas. Frost shouted for them to stand back while he opened the door with his magic. As he calmed the foals down, the ceiling at the center of the room caved in as a hulking figure dropped through and landed with a thud.

Steel slab recovered from his fall and snorted. “I don’t know what’s going on here, but I’m going to find out. Why are armed pegasi and unicorns attacking this place, huh? What possible reason would they have for putting their lives on the line for a bunch of pathetic children?”

Frost was about to suggest the minotaur beg for his life when Orianna stepped forward and shouted at him, “You goat legged freak! I am Orianna, daughter of Desalia and princess of this kingdom! Today is your reckoning, surrender or die as my mother’s soldiers fill this place!”

A mirthful grin appeared on Steel Slab’s muzzle, “So that’s it...”

Frost shoved Orianna back forcefully, “You stupid filly! Why did you tell him that?!”

Orianna was furious and shoved Frost back, “My mother’s soldiers will kill everyone here once they find me and know I’m safe! Just you watch!”

“Your mother’s soldiers aren’t the ones invading this place, little filly.” Steel Slab said with a chuckle, “Just some random heroes who won’t make it out alive after I’m through with them.” He slammed his fist’s together and slipped on a pair of cestus’ from his belt. “Fine Print is going to love this, after he learns I brought him royalty I’ll be set for life with the reward he gives me.”

Frost immediately teleported above Steel Slab and landed on his back, he froze Steel Slab’s head and began to do the same with the rest of this body. The minotaur thrashed around trying to reach Frost, but the cestus’ prevented him from grabbing the unicorn. Eventually Frost froze him to the ground. He jumped off and grabbed part of the ceiling to shatter the minotaur, but was awestruck when Steel Slab powered his way out of the ice. With a roar he punched the incoming slab of concrete and reduced it to dust.

Frost switched tactics and ran around the room firing ice spikes at Steel Slab. A few hit the minotaur in his bear chest, causing him to grunt in pain. He slipped off his left cestus and grabbed a rebar exposed concrete slab to use as a shield. He charged Frost immediately to close the distance, but Frost teleported away. The struggle continued for several more minutes until Frost began to run out of magic. Steel slab pivoted to the right as Frost teleported yet again and grabbed him as he reappeared.

“Too predictable, runt!” Steel Slab roared as he punched Frost in the ribs with his right cestus, breaking them and causing Frost to cough up blood. He threw Frost against the wall and slammed the cestus through a pillar in sheer anger. Steel Slab picked up Frost and began to choke him when a high feminine voice rang out from behind.

“Oh my, what a strong beast...”

Steel Slab held Frost while turning around to see a beautiful blue unicorn mare with violet hair and eyes. “Who in Tartarus are you?”

“I’m looking for that little unicorn there, I’m going to have to ask that you let him go, right now I’m afraid.” she said with a smile.

Steel Slab laughed and squeezed Frost’s neck, choking off his air. “I don’t think so.”

The unicorn mare sighed and fired a beam of purple magic that impacted Steel Slab square between the eyes. He faltered and let go of Frost, who fell to the ground gasping for air. The mare stepped forward and fired another blast, driving the minotaur to his knees. She then turned around and used her magic to repair the holes in the walls and the door, closing the room off once again.

She smiled as a green flame consumed her entire body and a large dark skinned creature emerged and stood much taller from the flames. The children all gasped, while some screamed. Frost opened his eyes and saw Ciaran stalking toward a downed Steel Slab. There was a dangerous glint in her eyes that scared Frost.

Steel Slab attempted to get up and took a swing at the changeling, who sidestepped the blow and hit him again with the same purple beam.

“Wha- what are you doing to me? You... I can’t...” Steel Slab’s words began to slur together as his legs buckled.

“I’m preparing my feast, I like my meat tender...” Ciaran said with a low chuckle. She hit Steel Slab once more with the beam causing his eye’s to glow the same color. Ciaran got him up and shoved him forcefully against the wall. She stood on her hind legs and opened her mouth wide before sinking her fangs deep into Steel Slab’s neck. The minotaur only managed a moan as energy began to leave his body and swirl around Ciaran. The changeling princess was siphoning more than love energy, but life energy as well. The children huddled together scared to death from what they were witnessing.

Steel Slab’s body itself was beginning to shrink and wither away, his muscle’s turned to flab as he slumped further to the floor. Meanwhile, Ciaran was actually growing. Her carapace cracked in several places as her limb’s gained size and her abdomen began to glow in several places. Her horn cracked and sizzled as more energy was absorbed. Steel Slab collapsed, now a frail skeleton compared to his former stature. Ciaran licked the blood from her fangs and cracked her neck.

“Love, but what kind of love, children?” she asked while she turned to the group huddled together. “Love of money, violence, and pain...” Ciaran mused, “Too sour for my taste, but you take what you can get.”

Frost coughed, alerting Ciaran to his predicament. He crawled over to Steel Slab, who was still alive, if only barely. Frost dragged himself up to his face and whispered, “I said I would kill you, and so I will. Die.” Frost stabbed an ice spike through the roof of his mouth and out the back of his head.

Ciaran sighed and plucked Frost off the floor, “Satisfied?”

Frost wheezed as Ciaran cradled him, “I said I’d kill him, so I did.”

“So you did,” Ciaran repeated with a chuckle. “You need healing, and rest.”

“I think he broke something,” Frost said as he tried to move, then winced in pain.

Ciaran shushed him and levitated all the children in a magical field, “Don’t be afraid little ones, I promise you won’t be harmed.”

The children all shook in fear as they were placed in front of the changeling. Ciaran sat on her haunches and pressed Frost’s head against her chest, obscuring his vision. “What are you doing?” Frost asked.

Ciaran shushed him again and spoke to the children, “I have something very important to share with you children, I need you all to look at me.”

Frost knew what was coming and tried to turn around and tell the children to shut their eyes. But he was too weak, and Ciaran held him firmly against her carapace. Ciaran’s eyes pulsed with magic, made even more powerful augmented with life energy. Each of the children was put under Ciaran’s power in a matter of seconds. They sat with mouths agape and eyes aglow.

Frost managed to turn around and saw Denova, Orianna, and the rest in a trance. “What are you doing?”

Ciaran smiled down at Frost and wove a healing spell around him, “We can’t have a bunch of random children running around saying they saw a changeling. That simply wouldn’t do, Frosty.”

Frost groaned and looked at Orianna and Denova, “So what are you going to do, erase their memories?”

“I could,” Ciaran pondered, “Or I could do a few other things.”

Ciaran tilted her head back slightly and spit out green goo onto the floor. The same viscous liquid she used to save Frost at Seabreeze’s castle. She held Frost in front of her and spat some onto his chest and stomach.

“Eww, not this stuff again! Stop!” Frost whined as he squirmed in Ciaran’s hooves.

Ciaran chuckled as she looked down on him with glowing purple eyes, “Behave Frost, this is for your own good. It’ll heal most of your bruises while my magic mends your ribs.”

Frost groaned in resignation as the warm liquid formed around him like a vest. Ciaran turned him around and connected the two sides to his back before setting him down. Frost wobbled forward then fell down. Ciaran went to help him up but stopped when he shoved her away. She smiled and sat patiently watching him examine all the foals, still as statues under her spell.

Frost went to Denova and shook him, but nothing happened. He did the same to Orianna but she was deep in a trance. Ciaran only smiled and continued weaving the golden aura around Frost’s chest.

“So... what do we do now?” Frost asked.

Ciaran grinned and shrugged, “Whatever you want, Frost. I should think Desalia will be in your debt after tonight.”

“I mean with them,” Frost said while motioning to the foals, “You’re going to erase their memories?”

“Just the portion where they saw me like this, that’s all.” Ciaran replied, “Don’t worry, you won’t need to reintroduce yourself or anything like that.”

Frost sighed and nodded, “I suppose it’s for the best, we don’t need two known changelings running around the Silver Is-” Frost stopped himself as he realized mid sentence what he might have revealed. He looked at Ciaran, who raised an eyebrow. “-I mean, they know Silth escaped, maybe they think she’s still around. But she’s long gone by now, that’s what you thought, right?”

“Yes...” Ciaran replied, “That is what I thought...”

“What did you do to Steel Slab?” Frost asked, attempting to change the subject, “That seemed like something other than changeling magic.”

Ciaran smiled while she wove rings of purple magic around the head’s of the foals. Each one collapsed into their minds and caused them to fall over, asleep. “It is done, they won’t remember a thing that happened here. And yes, Frost. It wasn’t changeling magic, but an ancient art said to be practiced by the first changelings, and even some ponies. The art of Lifedrain.”

“Lifedrain?” Frost asked, “So it’s exactly what it says then?”

“Correct,” Ciaran said, “But it comes at a great price... however, now is not the time to discuss this. When I get more time to train you, we’ll discuss it at length. For now, the healing spell needs time to take effect.” Ciaran leaned forward, then stopped. She studied Frost and put a hoof to her chin. “You know, we could continue your training right now, actually.”

“Now?” Frost asked, “I’m all out magic, you want me to resist your powers now?”

Ciaran smiled and shook her head, “No, Frost. This will be a passive learning experience, an up close study of my most potent magic.”

Frost’s ears perked up, “What do I have to do?”

“Just sleep on it,” Ciaran cooed.  

Frost looked on as Ciaran’s eyes transitioned into glowing violet orbs. It felt so good, and he was so tired. Frost fell forward into a cloud of gentle magic as he was brought into a comforting embrace. Ciaran transformed into Willow and held him like one of her own. He snuggled into her velvet coat and let her powers take him.

Ciaran ran a hoof through Frost’s mane and hummed the song her mother taught her. She looked down at the sleeping foal and wondered just what he’d been through. Ciaran looked up while humming the song and gently rocked Frost back and forth. Aldus leaned against the open doorway watching the display. As Ciaran hummed along she watched Aldus tip toe around the sleeping foals and sit beside her. She kissed Frost on the forehead and ended her song. He smiled and shifted in his sleep.

“Is he alright?” Aldus asked.

“He was hurt, but he’ll be better after some rest and taking it easy for a few days.” Ciaran replied.

“He needs more training, once he’s rested, I’ll teach him more effective spells other than elemental ice magic.”

“I’ll stay with him until he feels better,” Ciaran said while watching the colt’s chest rise and fall.

Aldus smiled and put a hoof around Ciaran,“C’mon, let’s get the children up and get out of here. It’s time to go home to Pythia.”

------------------

Rigel sat on deck as their boat headed back to Pythia. Pyrite had reunited with Iris, who was overjoyed to see him. She introduced him to Flint and Silver Spark and was currently playing with all three. She dangled Silver Spark as she hovered slightly off the ground. Flint held onto her neck tightly as Pyrite hung from her tail. Black Star sat off to the side watching the whole scene.

A slight tugging pulled Rigel away from his thoughts. He looked down to see a pegasus filly standing next to him. She shied away when he looked at her and ruffled her wings in nervousness.

“Hello there,” Rigel said while extending a wing behind her and gently rubbing her back, “No need to be shy, what’s your name?”

“It’s Spring Shot, sir. I just wanted to thank you for rescuing us. We really were starting to think we’d never get out of there.”

“It’s no problem, Spring.” Rigel said, “That horrible place is all behind you now.”

Marigold stepped out of the cabin leading below and winked at Rigel, “I think we’re all ready.”

Rigel stood up motioned for Spring to follow him, “Come with me, there is somepony who wants to meet you.”

Iris flew inside with the three colts she was playing with and joined the rest of the children. They sat on pillows and were given blankets and warm food. The children talked among themselves and wondered what was going on when the lights went out. A blue aura formed in front of a set of carpets that had been laid out with some larger pillows. It materialized into a midnight blue alicorn. Princess Luna smiled at the ponies and spread her wings.

“Hello little ones, I am Princess Luna of Equestria, Shepherd of the Night and Keeper of Dreams. I want you to know that you are all safe, no more harm will come to you.”

The children looked on in awe as the alicorn stood before them. Many were trying to understand how her mane rippled in the air when there was no wind, or how stars could be seen twinkling inside her blue locks.

“What will happen to us now?” one of the foals asked while bowing his head slightly.

Luna gestured out the porthole to the approaching island, “You’ll be staying with us until I talk with your princess about your previous... predicament...” she said in a low tone.

Flint stood up between Iris’ wings and raised a hoof, “Princess Luna, where are the one’s who rescued us? Are they here too?”

“Yeah!” another foal said, “A big scary pony rescued me from the freezer and kept me warm. Is he here? I didn’t get a chance to say thank you.”

Luna chuckled and sat on her haunches while folding her wings at her side. “Yes, little ones, the big scary pony is here.” She focussed on one of the corners near some crates. “Come out here, Thule. Stop skulking in the shadows.”

The children all turned around and saw two red slits open from the darkness. “Princess, I prefer the shadows. I don’t wish to frighten any more children.”

Luna puffed her cheeks in irritation, “We are in a foreign land and I would feel safer with you at my side. Now, if you please...” she said with a sly smirk.

A sigh of resignation was heard from the corner before a large object took flight just above the children’s heads. It flew over in a second and landed next to Luna. Thule’s hood was removed as he leaned against some crates beside the princess.

Flint waved at him and smiled, “He’s so cool! He stopped the guards from hurting us! Thank you, Thule!”

More of the children agreed and thanked the bat pony. Luna smiled up at Thule and whispered conspiratorially to the children, “He’s a dangerous pony, but he’s also a big softy once you get to know him.”

Thule groaned and rolled his eyes, “Yes princess...”

Luna patted a spot next to her and motioned for him to sit down. He merely stared at the spot and raised an eyebrow at Luna. The Princess of the Night’s brow furrowed as her eye’s began to turn white. Thule groaned and took off his cloak. He unhooked his sword belt before unfurling his wings and sitting next to his princess.

Luna smiled and nuzzle into Thule’s neck. “Gather ‘round little ones, have you all had bedtime stories before?”

Rigel motioned to Iris as he gently took to the air and sat on the other side of Luna. She smiled at him and motioned for the foals to come forward. Thule and Rigel opened their wings so some foals could cuddle up beside them. Luna dimmed the lights and closed her eyes. Her horn lit up with a dim glow while the stars in her mane grew brighter. Some grew so large they escaped and floated out among the children. The foals gasped and played with them as Luna created more and spread them around the room, creating a dim ambient light.

Luna cleared her throat to get the attention of everypony, then began her tale. “Long ago, far to the north, a powerful king built a powerful kingdom, I believe they called it...”

----------------

In her cabin, Ciaran was making her bed and gathering more pillows for Frost, who was asleep on the floor at the moment. The changeling princess dropped her Willow disguise as she locked the door. Aldus, Rigel, and Frost’s friends had dropped by earlier to see how he was recovering. The healing magic needed more time until he was fully mended.

Ciaran heard a thud as Frost fell over. His eyes were open, and showed glowing purple orbs instead of his normal blues. He smiled and rolled over, letting the power flow through him. Ciaran’s spell was different than normal changeling magic. It sort of had a will of it’s own when inside the mind of another creature. It toyed with their subconscious and tempted them with every pleasure imaginable, subtle or overt. It was like a companion that was too good to be true. Ciaran knew it was with Frost, caressing and carrying him to wherever he wanted to go. She sparked her horn and added more power to the spell, which made his eye’s pulse, and his smile grew wider. Normally there was sinister intent behind the use of this magic. It would lower defenses of a creature without even letting them know it was there. It was used for interrogation on more than one occasion. Ciaran had even debated using it on Aldus when they spent their night together. However, this time Ciaran gave her magic one simple instruction: make Frost happy. Judging from the expressions on his face, it wasn't having much trouble.

Ciaran considered it to be no different than the dream manipulations of the Lunar Princess. She had read about the dream walking and power over dreams. Her spell worked in similar ways with the subject, however instead of working with their dreams, it sought to offer them a more appealing alternative. That was what Frost was enjoying now. Ciaran smoothed out the sheets and levitated Frost onto the bed. She cracked open his vest made from her healing saliva and wrapped another aura of healing magic around him to replace the older one. Frost muttered something under his breath and kicked his feet, then chuckled. He was thoroughly enjoying himself, whatever he was doing. Little did he know that the presence of her magic was not only it’s greatest strength, but also it’s greatest weakness. Calling it out and denying it was the only way of defeating the spell.

Ciaran levitated Frost into the bed then crawled in herself. Frost felt another pony nearby and unconsciously wrapped his hooves around her. Ciaran closed her eyes and let Frost’s warmth seep into her. As she fell asleep, she didn't notice one of the holes in her foreleg close up.