It had been such a lovely day for raining on the dreams of the fashion hopeful. All Hoity Toity's plans that morning had revolved around inspecting the last-minute additions to the summer line before readying himself, with the help of his valet, to attend the wedding. It hadn't at all seemed like the kind of day on which a pony might find himself pinned to the wall of his boutique by a monster.

Or worse, by a monster whose insect-like features he had long ago abandoned.

"You are not a pony," it hissed, easing off of him slightly. "Why do you not fly with the swarm?"

He reflexively straightened his cravat. "I've nothing to say to you." Behind his sunglasses, his eyes scanned the waves of screaming ponies running past. None seemed to be paying any particular attention to him, but the old fears nevertheless crept back into his mind, bringing with them instincts he had long thought buried.

Hide. Deceive. Feed.

The changeling either had not noticed the dismissive tone in his voice or did not care. "The Queen will want to know a wayward spy has been found."

"I'm not a spy." Hoity Toity drew a shaking hoof to his forehead. "If you want to talk, then I insist we do so inside."

The changeling regarded him as one asked to enter an obvious trap.

"Or you can leave to tell the Queen, I change faces, and we never see each other again." He held the door open. "Inside, before somepony sees us!"

He scanned the crowd once more. The screaming had moved momentarily south of them, and no faces peered from the windows across the street. The changeling skittered over the threshold and he drew the door shut behind them, muttering, "All I wanted to do today was look at saddles."

The changeling faced Hoity as he entered the darkened shop. "Again, why do you not fly with us?"

Hoity Toity sniffed. "I've not flown or, indeed, had anything to do with the swarm in years, so I couldn't very well know there was an... invasion being planned for today, now could I?"

The changeling's wings stood on end, the ends rattling together. "Why do you not speak to me in your own face?"

"I've grown rather unaccustomed to wearing it," he said with a sniff.

The changeling's eyes narrowed. Hissing, it stalked behind a clothing rack, and another green flash lit the store. What emerged from the clothes was not a monster, but a pink unicorn mare with blue mane. Hoity thought he might have seen her around the city once.

"Then we shall both speak with the lying face," she said, ears flat and eyes still narrowed. "Did you not hear the Queen's call?"

He had. But in between the summer lines, the late silk shipment, and dealing with every designer in Equestria in tears over not being commissioned to make Princess Cadence's wedding dress, he hadn't given the call enough thought to decide what it meant at the time. In hindsight, it was so clear: that buzzing in the back of his skull that grew to a frenzied pitch just before the shield around the castle broke; the weeks of starting at shadows only to find nothing there watching him; the constant excuses that he was "just out of sorts", that made the worry creasing Velvet Cushion's eyes grow deeper by the day.

He should have known, but no part of him would have wanted to acknowledge the truth even if he had stopped to consider it.

"I heard it," he said, staring at the floor, his voice just above a whisper, "but I didn't understand it."

"But now you do," she said quickly, drawing his attention. "And now you may rejoin the swarm without fear of retribution." A languid smile drew across her face, an action with no inherent meaning to a changeling. "This pony hive is ours and we shall bask in our Queen's victory, feeding forevermore."

He must have hesitated too long, for the changeling-mare spoke again, her voice brimming with suspicion.

"Why do you wait? Has life among the ponies made you sympathetic to their kind?"

There was no hesitation this time. "Yes."

He remembered how he, starving and poor after his first week unsuccessfully trying to make his way in pony society, had attracted the pity of a merchant mare. Though the food she offered him had not nourished him, her love for her wife had, and the shelter of their home had allowed him to gain his strength as well as his bearings. Luckily for him, her shop specialized in clothing; she knew most of the Canterlot designers worth knowing, and setting him up as an apprentice to one of the best had been no trouble at all.

That could have been the end of it. By all rights, he should have impersonated either one of them and drained the other of her love. Instead, he had lapped at the sweet emotion suffusing the household and bid them farewell, denying his instincts to take up the artform that had drawn him to ponies in the first place. The future had seemed so exciting back then, filled with promises of intricate patterns, colorful fabrics, and spangled gems.

It bothered him that he couldn't remember her name now. He snapped his head up and the dim boutique yawned before him accusingly, the clothes on the racks shifting.

The changeling grunted. "You have been in this form for too long. You are face-mad, lost in the lies of another life."

"Is it a lie if this life makes me happy?"

"Ponies are but food!"

Hoity snorted. "Better a pony than a beast mewling in the shadows."

The mare scowled. "What have ponies done to make you turn your back on your own kind?"

He made a rough noise in the back of his throat, laying out his words like pieces on a chessboard. "Ponies have shown me kindness, friendship, and beauty far beyond anything the hive ever had."

Turning to the window, he gazed upon his half-reflected countenance. His bouffant had become a wild snarl from running and his shirt was now distinctly less than perfectly starched. A scuff on his cheek left a brown mar in his otherwise flawless grey coat. He removed his sunglasses, folded the arms, and closed his eyes.

"Changelings know only hunger, strife and blind obedience." He let out a breath. "What I remember of the hive, of my old life, is blackness, nothingness. What is there to see in an underground tunnel filled with the leavings of your nameless ancestors? Who remembers a drone after they are gone, regardless of how well they fought or how much food they found?"

He turned and pointed his hoof at the changeling. "I'm not just some creature scrounging for its next meal anymore. I have a purpose! I create things of beauty, and I'm loved for doing so! I can be somepony, and I don't even have to be a pony!" His lip curled. "What's so blasted funny?"

The changeling had begun snickering when he mentioned 'beauty', and continued as it spoke.

"What is beauty to a changeling? You call us beasts as if it was something undesirable. More beasts live in this world than ponies. We are strong for we have numbers, and we have purpose for we are strong. You are the beast, not we. Your beauty is meaningless in the cycle of life!"

"The cycle of eat to live so you can eat again, you mean!" Hoity Toity's breath came hot and fast. "It's life in the hive that was meaningless! Life there left a hole running right through me, sure as any changeling's leg, that I could never fill."

The changeling let out a low purr. "So now you fill that hole with... what?"

She became an older earth pony stallion, heavy-set and dressed in a tuxedo. "Money?"

Next a pegasus in a Wonderbolts uniform. "Fame?"

Then a unicorn mare in a beret and fur stole. "Art?"

Hoity flinched back reflexively as the next change brought him face to face with himself. "Or beauty, as you put it?"

"I..."

The changeling smirked, returning to its original assumed pony form. "Do you create things to fill that hole? Or do you, like a true changeling, take those things from others, over and over, in the hope that someday you will feel whole?"

The retort died on his lips as the changeling's words flowed through his mind. What did he create? Long-gone were his days of slaving over drafting tables, drawing up patterns. He'd never shown talent in fashion design after all, and the lines that he'd been able to work up to running had garnered little attention.

Where his skills lay instead was fashion mogulry. Ponies were naturally attracted to him, and the power he wielded was that of innumerable fans, hangers-on, groupies, and lovers. The latter had kept him fed, if only barely.

But though his current success attested to his artistic eye, he was not in any way a creator. If anything, he was still a parasite, seeking out host designers whose fashions he could slap his brand on and sell in his own name, until they realized they could strike out on their own and receive money and recognition. And when one left, he simply ran to the next one, to keep ahead of the trends. Always running, always draining; he hadn't even conceived of a dress pattern in years.

"I know beauty," he mumbled, shrinking in on himself.

The changeling-mare moved up to him and sat, her gaze boring into his head.

"The swarm has no place for the face-mad," she said evenly, "but it is not for this one to judge the Queen's will. Perhaps if you recanted your ways and returned, she would see fit to forgive your transgressions." The smile crept back onto her face. "After all, the intelligence gathered by an unwitting spy would no doubt serve her purposes well."

She stood, took a step back, and extended her hoof. "You have been given a chance to reclaim your birthright. Do not discard it lightly."

Hoity Toity opened his mouth.

The changeling scowled. "Why do you hesitate? What keeps you here?"

"Love," he said through a throat like a marsh.

"You starve. The swarm can feed you."

Hoity Toity's nose scrunched up. "I meant love of my art."

An art that was not, and had never been, his own.

"The swarm is companionship."

"The swarm is camaraderie at best. Ponies know the true meaning of friendship."

"Yet you are alone."

His mind screamed that he was not, had never been alone. Wasn't he surrounded by ponies every waking hour? Didn't he have legions of admirers, constantly clamoring for a moment of his time? Didn't fans clamor for his autograph? Didn't ponies swoon at his approach, just because they'd heard him speak two words to them?

And yes, what about those lovers that he had cultivated over the years, like a farmer sowing seeds? He of course felt nothing for them, for he was not a pony, but the emotions they had fed him had been genuine. Their names ran through his head: Photo Finish, Jet Set, Gavin, Fleur de Lis. He couldn't think of any more. He hadn't seen them much, of late.

Did he mean anything to them?

Not that that mattered. Even when he was alone, there was still Velvet Cushion, always there with a comfortable seat wherever he went. The pony who scheduled his life, kept track of his finances, styled his mane in the mornings. A pony he had always kept at hoof's length out of a pragmatic desire not to mix business and pleasure, but who he could always turn to when the pressures of high society life grew to levels even the unflappable Hoity Toity, whoever that was, could no longer handle. Velvet was a pony of unparalleled discretion and devotion.

And he had never loved him.

Hoity Toity squeezed his eyes shut. "I am."

The changeling mare shook her hoof in finality. His foreleg twitched.

He reached toward her, and then he was beaten flat against the ceiling by the most intense blast of love he had ever tasted. The changeling crashed through a window, disguise evaporating, screaming and buzzing in agony as it sailed over the horizon.

The pink light passing through his body drew out every lie that had ever touched his lips or colored his form. Each was like a hot needle passing backwards through his skin. He was buried beneath a mountain of sustenance that at once gave him strength and wrung it from him. He screamed as his grey coat and mane dissolved, leaving behind only the black chitin he had forgotten so long ago.

The eternity of torture lasted but a split second, and then he was free to tumble to the cold tiles below.

The rattling of his body, and then his glasses, striking the linoleum echoed through the empty boutique. His breathing came in ragged, laborious spurts. He turned disbelieving eyes to his leg and the once-familiar hole pattern. His vision swam, the multiple facets confusing a mind long unused to seeing the world from more than one angle.

The door shook with a loud bang. And then another.

His heart sped up. Unable to hoist himself to standing, he had barely enough time to change back to the form he had claimed as his own before a pair of ponies burst in, one of them shining a magical light upon him.

"Mister Hoity Toity!" The voice was unmistakably that of Upper Crust, Jet Set's shrewish wife and eternal gadfly. "Oh, thank Celestia you're unhurt! I'd hate to think what the summer lineup might look like if we'd lost you!"

Hoity Toity's stomach churned. Hoofsteps approached him and a strong leg lifted him to his hooves.

"Are you all right, sir?" Velvet Cushion asked, his voice unflappably even.

The lie came easily to his lips.

"Oh, it was awful!" Hoity cried, squeezing tears from the corners of his eyes. "One of those hideous monsters dragged me in here and tried to have its way with me! I thought my life was over!"

"Thankfully, you seem to have fared better than your eyewear, sir." Velvet lifted the remnants of Hoity's glasses, now just bent frames holding the memories of black shards.

With an anguished bawl, Hoity Toity threw his arms around his valet and shook.

Upper Crust cleared her throat and said, with more volume than necessary, "I'll leave you to take care of him, Velvet. I've the rest of the fashion district to search, after all!" She paused, as though waiting for somepony to congratulate her on her initiative. When no such praise came, she quietly turned her nose up, doused her horn, and trotted out the door.

"Come along, sir," Velvet said, drawing up Hoity's foreleg and putting it over his withers. "Let's take you home and draw you a bath. The hot water will soothe your aches and worries."

Hoity sniffed, regaining his composure. "You don't think those horrible things are going to come back, do you?"

Velvet looked to the shattered window. "From what I saw in the streets, they were all ejected from the city on a wave of pink light. I'm sure the official explanations will take some time to disseminate."

Hoity Toity nodded. "All right then."

They crept carefully through the bits of window and glasses lens that cracked under their hooves, then out the door and blinking into the daylight. Ponies scampered through the streets carrying ice packs and coffee, some calling for loved ones while others in white coats barked orders to stretcher-bearers. Hoity Toity and Velvet turned west down the street and began to walk, keeping to the road so as not to get in the medical ponies' way.

After a long silence, Hoity said, "This may not be the best time, Velvet, but what do you think about me returning to the world of design?"

"I've seen some of your early lines, sir," Velvet said levelly. "You've a wonderful eye for other ponies' talent."

Hoity Toity laughed. "I can always count on your tact."

"What brings this on, sir, if I may ask?"

"Oh, I've had a little time to think about things. You know, the usual." Hoity waved a hoof in a gesture that not even he was sure he understood. "This whole incident just has me thinking about the things I really value in life."

"I understand entirely, sir."

They stopped and Hoity disentangled himself from his valet, wobbling slightly on his hooves. The air was thick with love as ponies found those they had feared lost in the attack, and strength ebbed back into him.

"Velvet," he said, drawing the name out, "have I ever told you how much I appreciate everything you do for me? I can't even begin to list what a huge debt I owe you, not least of all for helping me run my business."

"Think nothing of it, sir. Only doing my duty."

Hoity put a foreleg around his companion's withers and clicked his tongue. "Come now, don't be so modest. Without you, Hoity Toity Brands would not exist. I couldn't do all this on my own, after all." He swallowed. "What I'm trying to say, Velvet, is thank you. Thank you for being an unparalleled employee and a reliable friend."

Velvet smiled, and Hoity thought he could taste something behind that smile that had never been there before.

"It's my pleasure, sir."

Hoity found himself returning the smile. What lay beneath was neither the deception nor the emptiness that tended to accompany such actions. The idea of designing his own line once again brought a surge of excitement and exhilaration that the wave of magically-fueled love couldn't match.

The changeling had been right: he was alone, forever separated from his own kind by face-madness if not physical distance. But he knew where he belonged. And whether the ponies around him cared about him or not, they gave him the things he needed in order to do the things he loved.

"What I'm trying to say is, I'm happy here, Velvet." He continued walking, and Velvet followed him. "I truly am."