Changelings of Fear is the third episode of the eighteenth season of Spike the Dragon and Friends, and the four hundred and seventeenth episode overall. It is a parody of the Thomas and Friends episode, Flatbeds of Fear.


  • Spike as Thomas
  • Filthy Rich as Henry
  • Rarity as Emily
  • Cheese Sandwich as Salty
  • Gustave Le Grand as Cranky
  • Bulk Biceps as Rocky (does not speak)
  • Thunderlane as Stanley (not named; does not speak)
  • Shining Armor as Edward (cameo)
  • Big Macintosh as Gordon (cameo)
  • Cranky Doodle Donkey as James (cameo)
  • Pipsqueak as Percy (cameo)
  • Snips as Bill (cameo)
  • Snails as Ben (cameo)
  • Truffle Shuffle as Charlie (cameo)
  • Neon Lights as Stafford (cameo)


Narrator: "It was a misty day in Ponyville.

At the train station, Gustave was unloading a shipment of building supplies."

(Whistling and Wailing)

Spike: "What's that noise?"

Cheese Sandwich: "Ah." (Laughs) "That'll be the Changelings of Fear, Spike."

Spike: "The Changelings of Fear? What are they?"

Cheese Sandwich: "Well, now, my laid, long, long ago, an old pony was puffing along the path pulling three changelings when suddenly, his rope snapped, and the changelings rolled away.

Now, the changelings roll the paths a-whistling and a-wailing, and looking for an animal to hoop up to." (Laughs) "So my laid, beware the Changelings of Fear. They might come rolling after you." (Laughs)

Gustave: "Enough of your tall tales, Cheese Sandwich! Spike has work to do. Off you go, Spike."

Narrator: "So Spike was hooked up to the changelings, and, with a blow of his whistle, was on his way."

Cheese Sandwich: "Watch out for the Changelings of Fear, Spike. You never know when they'll come rolling by." (Laughs)

Narrator: "Spike clattered through the mist with his changelings carrying the pipes, when suddenly he heard the noise again."

(Whistling and Wailing)

Spike: "What's that?"

Narrator: "Spike looked around, but he couldn't see anything that could have made the mysterious sound.

Rarity and Filthy Rich were at the yards when Spike arrived."

Rarity: "Hello, Spike."

Spike: "I've just heard the Changelings of Fear."

Filthy Rich: "The Change who of what?"

Spike: "The Changelings of Fear. Cheese Sandwich told me about them. They roam the paths in search of an animal, and they whistle and wail."

Filthy Rich: "That sounds spooky!"

Spike: "It was!"

Rarity: "Oh, don't be such a pair of scaredy animals! There must be a perfectly sensible explanation."

Filthy Rich: "I hope so. I really do."

Narrator: "The next morning, Filthy Rich was sent to pick up the pipes from the yards and take them to Sweet Apple Acres."

Filthy Rich: "I don't want to hear the Changelings of Fear! I don't want to hear the Changelings of Fear!"

(Cow mooing)

Filthy Rich: "Oh no! It's the Changelings of Fear."

(Cow mooing)

Narrator: "But it was just a cow in the field."

Filthy Rich: "I don't want to hear the Changelings of Fear! I don't want to hear the Changelings of Fear!"

(Whistle blows)

Filthy Rich: "Oh! It's the Changelings of Fear!"

Narrator: "But it was just the stationmaster blowing his whistle.

Filthy Rich finally made it to the yards, and picked up the pipes."

Filthy Rich: "I don't want to hear the Changelings of Fear! I don't want to hear the Changelings of Fear!"

(Whistling and Wailing)

Narrator: "Then Filthy Rich heard some whistling, and some wailing."

Filthy Rich: "Oh no! That's not a cow in a field, and it's not the guard's whistle. It must be the Changelings of Fear!"

Narrator: "Filthy Rich was much to scared to keep on puffing. He slowed right down, so his driver took him onto a siding, thinking there was something wrong. Filthy Rich stopped, and he wouldn't budge.

Rarity had to be called to take the changelings to Sweet Apple Acres."

Rarity: "You are being very silly, Filthy Rich! There really are no such things as the Changelings of Fear."

Filthy Rich: "But there are. I heard them."

Rarity: "Nonsense! What did you actually hear?"

Filthy Rich: "I heard a whistling and wailing sound, just like Spike said."

Rarity: "Oh! Well, I still think there must be a sensible explanation."

Narrator: "Then, Rarity heard something too."

Rarity: "What's that noise? Spike, are you playing a trick on me?"

Narrator: "But Rarity couldn't see Spike anywhere."

(Whistling and Wailing)

Rarity: "Filthy Rich, is that you?"

Narrator: "There was no sign of Filthy Rich. Rarity puffed away as fast as she could, but the whistling and wailing was right behind her."

Rarity: "Oh no! Maybe there isn't a sensible explanation. Maybe it really is the Changelings of Fear!"

Narrator: "Rarity puffed faster and faster as she tried to get away from the Changelings of Fear. Then there was trouble. Rarity took a turn too fast. The pipes came loose and rolled off the changelings."

Rarity: "Bubbling bodies! Oh, at least I can't hear the Changelings of Fear anymore. They must have gone away after another animal."

Narrator: "Bulk Biceps had to be called to load the spilled pipes onto the changelings again.

Meanwhile, Spike was at the station."

Spike: "Have you got some more pipes ready for me, Gustave?"

Gustave: "Keep your head on, Spike! Nearly done."

Cheese Sandwich: (Laughs) "There's a bit of a breeze whipping up, my laids."

(Whistling and Wailing)

Spike: "Oh no! It's the Changelings of Fear!"

Gustave: "There are no Changelings of Fear! That's just the wind whistling through the pipes."

Spike: "Really?"

Gustave: "Ugh, you animals!"

Spike: "Cheese Sandwich, you said the whistling and wailing was the Changelings of Fear."

Cheese Sandwich: "Ah, that I did. But it might just have been the wind."

Spike: "You were teasing us all along."

Cheese Sandwich: "Oh, that's the way it is with us party ponies." (Laughs)

Narrator: "That night, Rarity was late getting back the library."

Rarity: "Oh, Spike, you were right. The Changelings of Fear are real."

Spike: "What do you mean? You're the one that was right. There was a sensible explanation."

Rarity: "Really? But I heard the sound, and it kept falling me and... What's explanation?"

Spike: "It was one of Cheese Sandwich's tall tales. The noise was just the wind blowing through the pipes."

Rarity: "Wind? Blowing through the pipes? Oh, I-I see. I knew it had to be something, and I wasn't really scared."

Narrator: "But everyone knew that Rarity really had been frighten. And after that, nobody ever spoke about the Changelings of Fear again, expect maybe Cheese Sandwich."

Cheese Sandwich: "And to this day, the Changelings of Fear roll the Ponyville paths looking for an animal to hook up to." (Laughs)

Rarity: "Oh, Cheese Sandwich. Honestly!"

Spike, Filthy Rich, Rarity and Cheese Sandwich: (Laugh)

Ad blocker interference detected!

Wikia is a free-to-use site that makes money from advertising. We have a modified experience for viewers using ad blockers

Wikia is not accessible if you’ve made further modifications. Remove the custom ad blocker rule(s) and the page will load as expected.