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The forest was damp and stuffy, the smell of wet dirt assailed her senses. She had been in the Everfree for three days now and without the sun to guide her Lilith would be making pointless circles. The creatures that stalked the night had forced her to slow her travel, one night she nearly flew headfirst into a hydra. Being unfamiliar with the forest plants she was even running low on food. Overall the journey had been unkind to Lilith, her wings were weary and her hooves ached.

So coming across a cabin in the heart of the woods came as a welcome surprise. Lilith was so glad to see it and its beautiful stone lined pond that she almost forgot, this wasn't changeling territory, she would have to don her first disguise.

Changelings had mysteriously always had the ability to shift their forms. They couldn't imitate another changeling, but they could create an appearance for themselves not unlike an Equestrian. So, what would her new form be? She really didn't care for magic, and even if she pretended to be an earth pony she couldn't measure up to their raw power. So, Pegasus pony it was, it would allow her to maintain her flight for travel and her abnormal bursts of speed would be easy to write off.

She walked over and stared into her reflection, she didn't want to be somepony else.

Lilith watched as she began to shift, her horn shrunk away into nothingness. Her insectile wings flared out, a bone structure forming. Sinew and flesh knit together to form her new wings. Raven black feathers tipped with red sprouted out, covering her new appendages. She maintained her eye color and mane, refusing to lose sight of who and what she truly was.

Lilith looked up as she heard the door creak open, an elderly looking mare stood there looking surprised. "It's not often someone comes to give me a visit." She said in velvety voice." Please, come in. You look like your journey has been rough."

The old mare's age surprised Lilith, she appeared be at least ninety. Her mane was a washed out grey and her once silver coat was loosing its color too. It was wishful thinking but Lilith could almost imagine what her mother would have looked like at a similar age.

"Come in, come in. The longer you stand there the more likely that some creature will swoop down and gobble you up." Lilith hardly believed her, the quaint house and pristine pond gave off a sense of safety, the area seemed totally untouched by the savagery of the jungle like overgrowth surrounding.

Lilith made her way inside and an instant wave of comfort washed over her, she took only a few steps in before flopping herself down on the rug. "No, no... This won't do." The elderly mare spoke. "You can't sleep now, you'll soil the rug. To the bath with you!" The old mare prodded Lilith.

Lilith apologetically stood, realizing how dirty her days of running away had made her. She looked down at her hooves and flapped her freshly created pegasi wings, attempting to not spread any more muck on the floor.

Lilith hardly realized that the bath had been made ready; time seemed to whip by in the lethargic state she had slipped into. She slipped in to the tub, resting her head on the rim, the warm water felt amazing on her weary limbs and sore muscles. Being bathed by the elderly mare reminded her of when she was young. A hummed tune resonated in the air, Lilith felt like she could almost recognize it. Her eyes closed yet again as she drifted away.

~

Lilith awoke with the sun beaming down upon her face. She let out a yawn and stretched, feeling silken sheets caress her body. She gingerly rolled out and closed the curtains, climbing right back in and falling asleep.

The next time she woke she found a tray laden with strange looking forest fruits and a few more recognizable items. Lilith ate a few before building up the resolve to take a look around. Despite all the sleep she still felt drained.

Lilith was greeted outside the bedroom with a smile and a cup of tea, the sofa nearly called out her name. Within the hour she found her consciousness slipping away. "So tired..."

Days quickly turned into a week, a week into a month. The routine was simple and predictable. The hummed tune Lilith had become all too familiar with part of her daily life.

Lilith, in her haze, wasn't even surprised to find the old mare looking stronger, younger, and healthier by the day...

~

Lilith woke in the middle of the night. Unusual, as it hadn't happened in at least a month. Wait, It had been a month? The strange lethargic feeling still hung in the air, her twin hearts pounded weakly from her lack of energy.

Lilith still felt weak, despite the month of rest. She could tell that something was seriously wrong here. She slowly dragged herself out of the bed, resisting the powerful urge to lie down once more. She grabbed her saddlebag, its once familiar weight now felt dangerously heavy.

She truly examined her surroundings for what seemed like the first time, noticing two other doors in the hall that seemed to be rooms. She slowly pushed open the first, it gave a hideous creak on its un-oiled hinges.

The view inside confused her at first but as she broke through the mental haze she realized what it was. She had half expected to find her host asleep in bed but instead was greeted with the sight of a gaunt and tired looking pony.

"C...changeling." He gasped out in a rough and unused voice. "Get away from here while you still can."

Lilith's utter lack of energy suddenly made sense. This seemingly harmless old mare was truly an old and powerful changeling, capable of strong illusions and sapping energy from victims just by having them near.

She had heard of this as a child, and thought it to be just a simple story. Sloth, a changeling so ancient, powerful, and wicked that she had been dubbed one of the seven deadly sins.

Lilith was weak and tired, and if she stayed it would become far worse. She would end up like this poor pony, barely alive and eventually dead. Sloth would probably have done away with him soon enough.

Lilith was about to leave but the pony resting in bed spoke up once more. "I don't have any hope of escaping. Please, make it end."

Lilith paused, did he really just ask her to take his life?

"Please, before she comes back. A quick death would be better than this nightmare."

Lilith stood there silently; she knew she wanted to kill Drauth for his part in her mother's death, but ending the life of an innocent? Even for the sake of mercy?

"Come on, I'll carry you if I have to." Lilith made up her mind, rushing to his side. His muscles looked atrophied from disuse, his face sickly. Lilith slid him off the bed and over her back, slowly plodding towards the door of the house.

Lilith was nearly crawling under the exertion by the time she reached the door, unable to open it. "I'm sorry, but I just need to borrow a little energy." The pony she was carrying had opened himself to her emotionally, he considered her his salvation. It felt sick and wrong for her to use that connection to draw strength from him. The colt in his already weakened state shuddered and passed out as the energy was transferred. Lilith stood firmly back upon her hooves and shouldered her way through the door. As she slipped out into the night the illusion of a pleasant house faded, leaving them with the view of a overgrown and run down cabin.

She had carried the other pony a good distance before hearing a shriek of frustration from the cabin. Sloth apparently realizing both of her victims were gone. The other pony's eyes snapped open.

"She's coming for me!" He squirmed his way into falling off her back. "She's going to take me back there!"

"If you don't stop shouting she will." Lilith angrily hissed.

"You... You're just like her, you stole my strength too! After so many times I know the feeling!"

"Yes, I'm a changeling. But what I did was different in a way..." Lilith spoke softly, trying to quiet him down.

The hysterical pony paused for a moment, a glazed expression crossing over his face. "I can hear her lullaby, I need to go back." His time with the old mare had brainwashed him.

He stood on his own feet and shakily took steps back towards the direction of the cabin, Lilith could also feel the pull of Sloth's song but was still capable of resisting it.

Lilith now recognized the tune, it was hidden under the wrappings of magic but it was an old Changeling lullaby.

"Stop!" Lilith grabbed hold of the pony to keep him from moving, he squirmed in her grasp letting out a loud cry. The humming could be heard getting slowly louder, it's maker getting closer by the second.

"Let me go to her! I need to rest I need sleep... You need it too, come with." He began to yell out, drawing the ancient and evil mare to them.

This pony had been clearly driven to the brink of insanity. Sloth's ancient and dark powers had done terrible things to his mind. Lilith wrapped her hooves around his head, making the hardest decision of her life; one that would end this poor pony's suffering.

With a sharp twist and a jolting snap his neck broke and he went limp in her grasp. Lilith's gut surged and she found herself dropping him to empty the contents of her stomach, unable to look upon the result of her actions.

With what strength Lilith had left she bolted through the woods, gaining as much distance between the foul cabin and herself as possible.

A scream of anger could be heard echoing in the darkness as the old mare found the dead body. Lilith continued to run, adrenaline just barely keeping her sickened form from collapsing.

Author's Note:

Thanks for reading!