Changelings of Fear is the third episode of the eighteenth season of Cheese Sandwich the Earth Pony and Friends, and the four hundred and seventeenth episode overall. It is a parody of the Thomas and Friends episode, Flatbeds of Fear.


  • Cheese Sandwich as Thomas
  • Zephyr Breeze as Henry
  • Pinkie Pie as Emily
  • Niblet (from Pound Puppies) as Salty
  • Cranky Doodle Donkey as Cranky
  • Bulk Biceps as Rocky (does not speak)
  • Shining Armor as Edward (cameo)
  • Big McIntosh as Gordon (cameo)
  • Cranky Doodle Donkey as James (cameo)
  • Spike as Percy (cameo)
  • Apple Bloom as Bill (cameo)
  • Sweetie Belle 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, Cranky was unloading a shipment of building supplies."

(Whistling and Wailing)

Cheese Sandwich: "What's that noise?"

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

Cheese Sandwich: "The Changelings of Fear? What are they?"

Niblet: "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)

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

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

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

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

(Whistling and Wailing)

Cheese Sandwich: "What's that?"

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

Pinkie Pie and Zephyr Breeze were at the yards when Cheese Sandwich arrived."

Pinkie Pie: "Hello, Cheese Sandwich."

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

Zephyr Breeze: "The Change who of what?"

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

Zephyr Breeze: "That sounds spooky!"

Cheese Sandwich: "It was!"

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

Zephyr Breeze: "I hope so. I really do."

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

Zephyr Breeze: "I don't want to hear the Changelings of Fear! I don't want to hear the Changelings of Fear!"

(Cow mooing)

Zephyr Breeze: "Oh no! It's the Changelings of Fear."

(Cow mooing)

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

Zephyr Breeze: "I don't want to hear the Changelings of Fear! I don't want to hear the Changelings of Fear!"

(Whistle blows)

Zephyr Breeze: "Oh! It's the Changelings of Fear!"

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

Zephyr Breeze finally made it to the yards, and picked up the pipes."

Zephyr Breeze: "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 Zephyr Breeze heard some whistling, and some wailing."

Zephyr Breeze: "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: "Zephyr Breeze 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. Zephyr Breeze stopped, and he wouldn't budge.

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

Pinkie Pie: "You are being very silly, Zephyr Breeze! There really are no such things as the Changelings of Fear."

Zephyr Breeze: "But there are. I heard them."

Pinkie Pie: "Nonsense! What did you actually hear?"

Zephyr Breeze: "I heard a whistling and wailing sound, just like Cheese Sandwich said."

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

Narrator: "Then, Pinkie Pie heard something too."

Pinkie Pie: "What's that noise? Cheese Sandwich, are you playing a trick on me?"

Narrator: "But Pinkie Pie couldn't see Cheese Sandwich anywhere."

(Whistling and Wailing)

Pinkie Pie: "Zephyr Breeze, is that you?"

Narrator: "There was no sign of Zephyr Breeze. Pinkie Pie puffed away as fast as she could, but the whistling and wailing was right behind her."

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

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

Pinkie Pie: "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, Cheese Sandwich was at the station."

Cheese Sandwich: "Have you got some more pipes ready for me, Cranky?"

Cranky: "Keep your head on, Cheese Sandwich! Nearly done."

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

(Whistling and Wailing)

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

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

Cheese Sandwich: "Really?"

Cranky: "Ugh, you animals!"

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

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

Cheese Sandwich: "You were teasing us all along."

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

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

Pinkie Pie: "Oh, Cheese Sandwich, you were right. The Changelings of Fear are real."

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

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

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

Pinkie Pie: "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 Pinkie Pie really had been frighten. And after that, nobody ever spoke about the Changelings of Fear again, expect maybe Niblet."

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

Pinkie Pie: "Oh, Niblet. Honestly!"

Cheese Sandwich, Zephyr Breeze, Pinkie Pie and Niblet: (Laugh)

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