Without a Hive

by Phoenix_Dragon


Chapter 1: Leaving Home

Chapter 1: Leaving Home

The hive cut deep into the earth, twisting and curving upon itself in a network of tunnels and chambers. Inside it was dark and humid, lit only by small patches of bioluminescent goo. It was the only light to be had so far beneath the surface, but it was more than enough for the changelings that lived here. They moved about with a purpose, carrying out the constant maintenance the hive needed to survive. The air was hot and stifling from the presence of so many beings in those tight confines, carrying a musty scent that grew particularly strong in the deepest chambers, where the workers had to constantly battle the water that seeped in through the walls. That struggle had left many surfaces covered in a dark, waxy substance, the workers' glue-like spit, long since dried up. In these lower chambers, it was so prevalent that it was rare to see bare stone.

Nictis darted down the tunnel, the waxy surface giving just slightly under his hooves. He was still just a nymph, several molts from being fully grown, and still noticeably smaller than the adult changelings moving about the hive. He used his small size to his advantage, weaving his way quickly through the crowded tunnel until he finally emerged into a gigantic chamber. As soon as he made it clear of the crowd, he leaped into the air, his tiny wings buzzing frantically. They had grown in only a couple of molts ago, and while he was still rather inexperienced with using them, he’d learned enough to fly.

This was by far the largest open space inside the hive, a huge, open chamber, with dozens of chasms and crevices disappearing into the darkness. It was also the busiest area, with hundreds of changelings flying about, carrying out their work. Nictis weaved through them, making his way to the center of the chamber. There rose the great, jagged spire, home to their queen. It was an impressive creation, marked with many ledges, with one large, terraced ledge dominating the structure. There sat the Queen's throne, and the Queen herself. From there she oversaw the hive, giving the drones direction. There was something glorious about her, a changeling unlike any other, and even such distant glimpses never failed to stir something inside Nictis. There was a sense of pride, not in his own accomplishments, but in what the hive could accomplish.

He turned slightly and began to descend. It wasn't the spire that he was flying to, but a chamber nearby, the entrance laying at the tower's base. Excitement was starting to build inside him as he landed and quickly made his way inside.

Today was a special day.


"You're early."

Nictis drew to a halt at the familiar voice, the speaker laying on the far side of the small chamber. Ceymi. Princess Ceymi, actually, one of the very few princesses of the hive. She looked much like the queen, with the same piercing green eyes and the same color mane, though she was rather smaller in size, roughly at the midpoint between the drones and the queen herself. Laying by a glowing pool, with a scroll and quill clutched in her magic, she was currently staring straight at him.

"I was eager to get started on today's lesson," he said cheerfully.

He liked her. The princesses were born directly of the Queen herself, and alongside her, were the mothers of the hive. They were few in number and set to only to the most important tasks. The thought stirred up his pride again; he was important enough to warrant the attention of a princess.

Well, okay, not him alone. Despite them being alone at the moment, he knew several more nymphs would be joining them soon. Still, for the moment he could entertain himself with the illusion that he warranted the attention himself.

She remained eying him for a few moments, her emotions closed to him. "A transparent lie, particularly when combined with the change in behavior. Nevertheless, a good use of a misdirecting and misleading truth, and I have to admit that your enthusiasm is somewhat pleasing." He fought the urge to grin. "Assuming it doesn't lead to overconfidence, that is. In any case, being early will not bring your lessons any sooner."

She turned back to her writing, leaving him to quietly take a seat and wait. The minor praise might be steeped in criticism, but the fact that it was there at all was enough to make him happy. She was difficult to please, which made any compliment all the greater.


Silently he waited, watching her. The minutes passed by, but despite his anticipation, he kept his silence. He knew what was coming, and it was far too important to ruin with his over-eagerness. Today was the chance to prove himself, to pursue his greatest hope and dream. The chance to gain one of the most important roles a changeling could aspire to, a chance to aid the entire hive.

It was not long before the next nymph arrived. It was Cobalt, who Nictis had always found somewhat annoying, though that was mainly because Cobalt seemed just a little bit too good at what he did. Ceymi didn't even glance over at the newcomer, who, upon seeing Nictis already quietly seated, did the same himself. Over the next few minutes, several more nymphs arrived, some individually, some in chatty groups, but all were respectfully quiet and patient, waiting for Ceymi.

Eventually, she rolled up the scroll she was writing on, tucked it and her pen into a small wooden box, and rose. Her eyes scanned over them as she approached to stand before the small group. "Well. I see you all decided to show up on time, today. I suppose that's for the best."

She said it in a tone that hinted at disappointment. Ceymi had made it clear many months ago that if any of them were to show the disrespect of being late, then they would be dismissed from the lessons planned for the day. None of them wanted to risk such a setback, and Nictis knew that today was far more important than just any normal lesson.

Ceymi continued. "So far, you have been primarily studying and practicing theory. Some of you have grasped this theory. Others, who are no longer with us, could not even manage that much." Several nymphs grinned a bit at that. "But knowing the theory, the elements of a good deception, will do nothing if you can not apply those skills in a practical manner. Which brings us to today."

She paced slowly in front of them, casting a hard, challenging glare across them. Grins vanished, every nymph looking to her with cautious respect. "Today, I intend to begin teaching and testing you in a more applied setting. You will all be given opportunities to show me that you can actually make use of what I have been trying to force into your heads."

She stopped abruptly, staring at them for a few silent moments. "And we will start now with a simple test." Without warning, she pointed a hoof at one of the nymphs, Shift. He rocked back, blinking. "Tell a lie."

There was only an instant of hesitation before he smiled. "You're looking particularly beautiful today."

A few snickers rose from the gather students, and even more when Ceymi rapped her hoof sharply on the nymph's chitinous head. "I said to lie," Ceymi said coldly, while Shift tried to look as small as he could. "And I would expect better judgment when addressing one who holds your future in her hooves."

The hoof swung to the next nymph, Rock, who immediately blurted out, "The sky is brown!"

Ceymi scowled. "Horrible. Unnatural delivery is bad enough, even without attempting to lie about something so blatantly false and so easily disproved."

Rock tucked his head down, murmuring. "I'm sorry, I didn't have any time to think."

At this, Ceymi bristled, causing a few of the nymphs to draw back reflexively. "You had more time than Shift, and he at least used some wit, which is more than can be said for you! You'll have even less time when you're confronted by a suspicious prey. If you can't come up with a convincing lie, at least have the common sense to evade the subject until you can. I expect better of you."

Her hoof swung to Skib, who shrugged. "I thought his lie was fairly decent."

Ceymi glared at him expressionlessly. Nictis could only imagine what thoughts were going through her head. Was she furious at such a bad lie, or would the underhanded criticism of Rock's attempt win out? Skib tried to look absolutely convinced of what he said, but after several seconds he was already starting to shrink back.

Without a word, she swung her hoof to Nictis.

He did his best to grumble and look displeased. "I haven't got a clue what we're going to be doing tonight."

There was a moment of silence before a single snort of amusement came from Ceymi; Nictis felt elated at the sign of approval.

The hint of amusement was quickly wiped away, her voice again dry and critical. "Cute, but you already used that one. Still, points for consistency. Even a mediocre lie can be bolstered by consistency." Her eyes narrowed a bit. "But considering that I saw you spying on me last night, I'd rank that as a rather bad lie." Crap. "The initiative is commendable, but when you attempt such a thing in the future I hope you'll have the common sense to disguise yourself first."

Nictis sunk down as the hoof swung away to the next nymph, Cobalt.

"Nictis told me what you have planned for today."

Nictis sat up indignantly, glaring at the other nymph, but not daring to speak out of turn. Fortunately, Ceymi snorted disdainfully. "I saw you too, Cobalt, and I doubt Nictis would tell you if you were on fire."

She moved on to the next, while Nictis gave a grim grin. I probably would, he thought. ...eventually.

When she was finally done with her impromptu test, she sighed, taking a few steps away. "That was not particularly encouraging. Still, most of those were not too horrible--"

A few nymphs cringed, feeling certain she was speaking of them, specifically.

"--so it shall suffice for the moment. Now go and prepare. Lockbar has been instructed to let you all take your fill. Meet back in the upper chamber. In thirty minutes we will leave the hive, and any who have not joined us will be left behind." She struck her hoof against the floor, producing a sharp sound against the resinous surface of the chamber. "Go!"

The nymphs all lept to their hooves in excitement and scrambled out. A few shoves were given, a few legs tripped up. Rock swerved to the side, slamming into Nictis's shoulder and knocking him over, a few other nymphs treading on him, though his carapace protected him from any injury. Ceymi watched without expression. They had long ago learned that she encouraged a degree of rivalry and underhandedness as a good way of honing their budding skills. They had also long ago learned to not take things too far. A few months earlier, another student had seen Shift as a rival and had broken his leg. Ceymi had nearly throttled the other nymph before magically throwing him from the chamber, never to return. She then made it very clear that it was one thing to practice the skills she taught them, but it was something completely different to deprive the hive of something of value.

Picking himself up, Nictis scrambled after the others.


It took less than twenty minutes. The nymphs poured into the feeding chambers, only settling down when the keeper, Lockbar, confronted them. None of them wanted to cause trouble for him, not when they had something so urgent ahead of them. They were relatively peaceful as they quietly approached the feeding pool that dominated the chamber. The pool glowed with the energies poured into it, casting the chamber in a deep green hue. Between this and the cocoon chamber beyond, Lockbar's little domain was possibly the most vital location in the hive. It was here that the love and other positive emotions various changelings stole could be pooled so that the entire hive could feed on its power.

The nymphs lowered their horns, casting the first spell that any changeling learns. Thin tendrils of green energy wisped their way from the surface of the pool, reaching to the many horns, and seeping in. It was always such a wonderful experience. Nictis could feel he strengthening energy flowing into him, the vestiges of fatigue and soreness he hadn't even noticed before washing away, a feeling of power building inside him. It was a rare treat to be allowed to draw in so much energy. There was always plenty of physical food, mainly a mush of fungus harvested from the dark caves of the hive, but he was usually only permitted to draw just enough emotional food to remain healthy, a little bit every few days. It was enough to sustain, but not enough to satisfy. The energy was normally too precious to waste through overindulgence. Holding more energy than needed consumed it even faster, but even with that inefficiency, the amount he now held could sustain him for weeks if he were careful with his magic.

Soon many of the nymphs were scurrying off toward the upper chamber, though several of them--Nictis included--were content with a more relaxed pace. They were still well ahead of schedule.

Ceymi waited for them, standing regally in the upper chamber, the last common chamber before the surface. She spoke as soon as the last student entered. "I'm glad you decided to finally join us," she said, while Nictis smiled slightly to himself. Even at his relaxed pace, he knew better than to be the last one to arrive. "Since we're all here, we shall start now, and we shall start with a warning."

Every nymph was paying rapt attention as she continued. "Until now, I have been quite lenient with you, but that ends now. From this moment on, your failings will hurt not just yourself, but the entire hive. Such is the importance of the Infiltrators."

Several nymphs murmured and shifted about in excitement, but she silenced them with a glare. "Beside the Queen, there is no more important role than the Infiltrator. They gather the love that feeds our hive. They bring us knowledge. They misdirect our foes. They are our survival... and our vulnerability." With the last comment, she swept her glare across her students, but none made even the tiniest of sounds. "Let me leave no illusion, little ones. Our prey is dangerous. Deception is our armor, but an incompetent Infiltrator can tear that armor away in an instant. We survive on the simple fact that our foes do not even know that we exist. If we were to be exposed, if our prey were to even know that they were being hunted, the retribution would be beyond your comprehension. They would come in numbers and with power that you can not yet imagine."

"As such, an Infiltrator must protect our secret with his very life. For that reason, most of you will not become Infiltrators. Most of you will be able to better serve the hive as soldiers, or workers, or whatever vital role you will fit best in." The corner of her mouth quirked up in a faint smirk, hinting at what she thought of such roles. "I will still teach you, to give you every opportunity to master this task, but if I am not completely convinced that you will excel in this role, if I think there is even the slightest chance that you will fail to preserve our secret, then you will be dismissed from my service."

She stood back, regarding them a moment. "If any of you think you are incapable or unwilling to lay down your life to protect the hive, leave now."

Nictis kept himself rigidly still, every other nymph doing the same. Lay down his life for the hive? He supposed he could... if there were no other choice. Probably. He was sure he could avoid that, of course. This all seemed a little over the top, to him. He had often heard that their prey outnumbered them, but they lived in a nearly impregnable hive, with tough, skilled warriors, and a queen of incredible power. Surely they couldn't be that dangerous?

Ceymi almost seemed irritated when nobody left. "No matter. If it becomes necessary in order to keep our secret, I will kill you myself. Now then, I expect you to heed every word I say. We are going into dangerous territory, and you will follow my commands without question. Today we will be entering the most dangerous phase of your training and evaluation, as you start putting what I've taught you to practical use against our prey. You will learn their form. You will move among them. You will convince them of your lies. Do this well, and a few of you may someday become Infiltrators."

She turned, stalking toward the exit that led toward the surface. "Come. We fly for Equestria."


Daylight was almost blinding after the dimness of the hive. The sun cast bright rays past the great upper spires of the hive, the soldiers weaving among them casting long shadows. Nictis blinked against the light, following the miniature swarm as they rose up into the air, Ceymi in the lead, flanked by a pair of soldiers, and the nymphs following along behind.

Flying past the spires that housed the soldiers, ready to defend the hive, the broad wasteland beyond came into view. The air was no cooler than in the hive, but it was fresher, despite the rugged desolation of the landscape. It was an almost alien sight. Only once had he seen the outside world, from one of those spires, and then only at night. To see such a vast space, the unending sky, all of it lit up by a brilliant light, it seemed unnatural to one used to the dim chambers of the hive. It was one thing to hear the descriptions of the world, the kingdoms beyond the hive, all the strange sights and smells, but it hadn't prepared him for actually experiencing it all himself.

The hive itself was nestled in a deep crag of barren rock, cliffs and jagged monoliths surrounding and hiding the spires, which a casual observer might easily mistake for just another feature of the terrain. Even if it was found, the soldiers he had heard discussing the matter had spoken highly of the hive's security. Any attacker would have to travel through the seemingly endless wasteland of parched earth and jagged rock, find the hive itself among the many hundreds of canyons and crags, fight their way into a fortified entrance, and then down through dark, narrow tunnels. That memory made him think again of what Ceymi had said. Of course it would be best to preserve their secret, but it seemed that it couldn't be as apocalyptic as she had said. Perhaps she was just trying to keep them cautious. That would be good enough of a reason all on its own.

"We have a long flight ahead," Ceymi called back, interrupting his thoughts. "We will travel by dark. Do not get separated. Water is nigh impossible to find if you do not know where to look, and the forest beyond hides many monsters that would love to feast on a foolish nymph wandering aimlessly on his own. In three nights, we should reach the fringes of Equestria."

With that, she dove, flying swiftly over the barren wastes, her entourage following in her wake.


Three nights of flying were paired with two days of rest and lecturing. Where before Ceymi had been teaching them the methodology of deceit, now she spent her time teaching them of their prospective prey.

"The ponies of Equestria are our greatest source of sustenance," she had said. "They are very social creatures, full of love and compassion for one another. They seem remarkably predisposed toward friendship, happily helping complete strangers, or becoming good friends for the slimmest of reasons. They are ripe for infiltration, and their abundance of love returns a veritable feast. On top of that, they are weak as individuals. Most lack either the ability to fly or to use magic, with many lacking both. Only the most vanishingly rare of ponies can do both. And none of them have our... versatility."

Her tone had grown dark, eyes narrowing to a warning glare. "But, these ponies are also the most dangerous enemy we have ever encountered. They have turned those same weaknesses into something mighty. Their easy friendship and social tendencies have brought about a society that can accomplish things far beyond what such weak creatures could ever manage on their own. Their numbers are beyond measure. They craft machines that let those without wings fly, let those without horns manipulate forces well beyond their normal ability. They control the world around them. The plants, the animals, even the weather itself bends to their will. Do not be lulled into a sense of complacency due to the ease they accept you. They have faced all the challenges of this world, and have emerged as possibly the greatest nation in history, unified in purpose. These ponies may be quick to trust, but they are not blind or stupid, and they will utterly crush anything they see as a threat to their safety."

The first lesson was in the different breeds of ponies. At first impression, it made their task sound so easy. Such disparity in ability left glaring holes that a changeling could easily exploit. Unicorns could not fly. Pegasi lacked magic. Earth ponies lacked either, although they supposedly had some nebulous magic of their own--not that any of them considered an attachment to plants to be all that significant. It sounded as if it would allow them a great advantage until Ceymi pointed out that they would be restricted by the abilities of the form they took.

Skib ventured a question. "What about that fourth breed? Couldn't we take that form and still have both flight and magic?"

"Don't be a fool!" Ceymi shot back with a glare. "Do you remember nothing of what I taught you about a good disguise?"

Skib stuttered for a moment, and Cobalt cut in before he could answer. "Don't be conspicuous."

"Good," Ceymi said, nodding to him. "That breed is far too rare to ever blend in without drawing much more attention than you want. In fact, we've only ever confirmed the existence of a single pony possessing both wings and horns, and even the broadest of rumors suggest less than half a dozen others of that breed. Not only would I suggest never taking such a form yourself, I would suggest you be incredibly wary were you ever to encounter one."

The lessons continued, describing more of the three primary breeds, as well as covering matters of appearance. The most unusual aspect of that were the strange emblems the ponies acquired upon maturity. The idea of a “cutie mark” was a strange concept. Somehow, a graphic would appear on their flank when they found out what they were good at, and every pony was good at something.

"A pony's cutie mark is, therefore, something that they strongly identify with, and it carries great importance for them. They are used as identifiers almost as much as names are. Remember the importance I put on backgrounds for making a convincing disguise. The cutie mark may be alien to us, but it is something you will need to consider instinctively if you are to be convincing as a pony."

Such lessons were the only distractions of significance during the journey, which was largely uneventful despite the strangeness of the world they found themselves in. Every place turned up new scents, strange plants, unusual terrain, a million different things he had never seen before. A cloudless night revealed a vast expanse of stars, with the glowing moon dominating the dark sky, while by day the sun covered the land in a nearly oppressive light, worming its way into the deep cleft they hid in, to disrupt their sleep. The sheer openness of the world was boggling after a life where every inch of space existed for a purpose.

That openness was challenged on the second night, as they entered the forest. Nictis had never seen anything like it. After the dead expanse of the wastelands, the forest was like an alien world. Huge plants, trees, grew everywhere, their canopy blotting out the sky as they flew on beneath the huge branches above. Bushes, shrubs, ferns, and many other plants grew beneath these behemoths, cutting visibility so sharply, even in flight, that the nymphs at the end of their procession could not even see Ceymi at its head. The ground was practically hidden by plants, and in the clearings between trees, grass grew tall. Not the scraggly brown grass that clung to life among the rocks of the badlands, but lush, green grass.

Every now and then, they passed a stream. Water, flowing openly on the surface. It was so strange to see. The only water he had seen, other than that which seeped into the lower sections of the hive from deep underground, was a murky pool Ceymi had led them to in a deep crevice, and that had been foul, tasting bitterly of sulfur. The water here was clear and fresh, even better than that in the hive.

Despite the amazing world he found himself in, the little journey soon became rather boring, just flying along steadily for hours at a time. The second night had teased at excitement shortly after they entered the forest, when they had woken a hydra. The terrifyingly huge beast had reared up out of the murky bog it was resting in, but they had followed Ceymi up into the sky before the drowsy creature had fully reacted to their intrusion. The third night teased again when several flashes of green flame lit up the underbrush near the lead of their little swarm. Nictis hurried forward, disappointed to find the little conflict already resolved. The remains of two timberwolves smoldered with green flame, the two grim-faced soldiers silently keeping guard. They were facing off against the remains of the pack, who were still lurking, back in the bushes, eying the creatures that had just slain two of them. Ceymi led the nymphs away. They had blindly crossed the creatures in the gloom, and the soldiers had reacted swiftly to disperse the potentially dangerous creatures. No threat would be permitted against the valuable nymphs in their care.


The sky was starting to lighten in the east at the end of the third night when Ceymi slowed to a halt and landed in a small clearing. "We are here," she said, as the nymphs and pair of soldiers landed. "The edge of the Everfree Forest is only half a mile away. Ponies avoid the forest, knowing what deadly dangers lurk in these uncontrolled places. Ironically, their proximity keeps the worst of the monstrosities away as well. We should be safe here, between the two."

"In that direction lies the pony settlement of Colton." She pointed a hoof straight ahead, then swept it to the side. "And in that direction, several miles further, is Hoofington. These will be our practice grounds."

She turned back to them. "Before you rest, you have a task to complete. Approach Colton under the cover of the forest. The ponies are primarily diurnal creatures and will be waking soon. You are to observe a pony and disguise yourself as them, then return to me."

Abruptly she leaned forward, voice harsh. "Do not be seen! Stay under the cover of the forest if you can. If you must leave it, be sure you do so in disguise. If anyone should see you, even disguised, evade them and return to the forest." She bared her teeth as she continued. "I am putting trust in your discretion, little ones. Do not disappoint me."

There was a long silence as she looked slowly over each one of them, and every one of them stared back. Adrenaline was burning in Nictis's veins. He was going to act like an Infiltrator. It was a small part, but he was finally out here, about to put his skills to practice. He could prove himself! ...Or he could fail in the most horrible method imaginable.

Ceymi broke the silence with a single word. "Go." The nymphs immediately turned, bounding off in the direction of the pony settlement.

Nictis lost track of the last of his fellow students shortly before reaching the edge of the forest. He slowed as more and more light filtered through the branches ahead of him, eventually slowing to barely a crawl as he approached a bush. He could hear little behind him, only the sound of the soft breeze blowing through the leaves, but ahead he could make out the faint sounds of movement and voices carrying over the distance.

Reaching the bush, he peered out between its leaves. He could see very little through the narrow gaps, but it concealed his presence perfectly, with only the narrowest strip of his blue eyes visible in the sea of green. There was a field beyond the bush, and on the other side were a few structures of some sort. He moved his head slowly from side to side, sweeping the tiny cone of vision over the space beyond.

Seeing nothing of interest, he carefully crept forward, slipping in under the edge of the bush and crawling forward. A careful press with a foreleg moved a branch aside, opening up a narrow window to overlook the small town beyond.

He was on the outskirts of a field, with plants growing in unnaturally organized rows. In fact, it seemed to all be one particular kind of plant, the ground around them torn up, without even grass growing among them. Ceymi had described the odd practice during one of their daytime lectures, as well as a variety of other unusual pony habits. That must be a farm, then. The closest comparison Nictis could think of was the fungal growths encouraged in some of the spaces of the hive, which they then harvested, a needed physical supplement to the magical energies they fed on. It was hardly an important task, certainly not deserving of such a degree of coordination and effort. Physical food was easy. Even here they could simply eat some grass or leaves.

To his surprise, Ceymi had actually laughed when one of the others had asked if ponies couldn't do the same. They would only eat grass or leaves if it was eaten between two layers of other ground up grasses that had been properly heated and then cooled, she had informed them. Or if they were mixed with just the right proportions and preparations with a dozen or so other plants, all cut or crushed or ground to exactly the right size and consistency. Or maybe if the leaves were simply arranged very nicely on a plate, perhaps decorated with the proper inedible adornments. She then said that ponies liked to think of themselves as having a very refined palate, and disappointed further curiosity by saying that culinary habits were a lesson for a later date.

All of this left Nictis eying the ponies' plants, wondering if the strange fixation on physical food, and the extensive and almost ritualistic preparations involved, meant that these plants were particularly tasty or particularly disgusting.

A faint motion distracted him from those thoughts. A short stone wall ran alongside the path bordering the field, and now a small pony was creeping along it. A blue unicorn, and a young one. Foal, that was the term. Right now it was stealthily moving away from Nictis, toward a large structure of some sort. Sneaking toward the town.

Nictis frowned. That must be one of the other students, already grown impatient. Or maybe he just wanted to finish the given task as swiftly as possible, hoping to make a good impression on Ceymi by being faster than the others. Perhaps encouraging rivalry was a bad thing here, if it led some of them to being incautious. Hmm. Or perhaps Ceymi was testing them on their patience as well. Accomplishing two tasks for the effort of one seemed like something she would do. Something she, in fact, encouraged them to do when possible.

More movement caught his attention. Another pony was walking near the large structure, a brown earth pony hauling a strange, wheeled device. The foal at the wall quickly shrank back into a slight recess, using a curve of the wall and a small bush for cover. If Nictis hadn't been watching, he wouldn't have even known there was anything there, until a momentary glow of green emanated from behind the bush. A second later he heard the sound of a loud clattering come from the building. The pony hurried over toward the source of the sound, and after another flicker of green, an exact duplicate emerged from behind the bush, making a hasty but still somewhat stealthy retreat.

Nictis could imagine Ceymi's evaluation of what he had seen. "Good use of distraction to evade without contact, and a good choice to evade then rather than pushing your luck. Too bad it was your idiotic impatience that got you into the situation to begin with."

Okay, she would probably word it a bit more... better, but he imagined that's roughly how the critique would go.

He scanned over the scene again, then withdrew. He needed to get closer to the town if he was going to observe any pony closely enough to copy them accurately, and he had spied a perfect approach. A shallow gully ran near the town, almost completely obscured under thick brush. It would take only a few minutes to reposition, and he could close in on the town itself without being exposed at all.

Tracking back through the woods, he soon found the small stream where it entered the woods, the top of the gully reaching just over his head. It was perfect. He trotted quietly along the hidden, muddy path, able to move easily now, safely out of sight. As the sound of the town grew clearer, he slowed, occasionally peeking out between the lip of the gully and the brush above it. He was close, now, close enough to see just how strange pony settlements were.

The structures, he could see now, were very unusual. They were all blocky and sharp-cornered, with hardly any rounded parts at all. So many different materials appeared to go into their construction: wood, metal, plaster, glass. The variety of colors gave each element a sharp contrast. The combined effect gave the town a strange, inorganic look, and with so much wasted space. Then again, they had so much space to use, he supposed a degree of inefficiency made sense when they had no encouragement to do better. Ceymi had even said they don't even make regular use of underground spaces; the most they did was to dig out a small space right under their surface structures, and even that was used just for storing things.

He was nearing a small wooden bridge when the sound of nearby voices brought him to a halt.

"Wait up, Gale!"

Taking another peek out from his hidden path, he saw a trio of foals traveling along the path above. Female foals, he noted. Fillies, then, if he was remembering correctly. One had taken the lead, a dark-blue pegasus, its hooves clopping noisily on the bridge before it drew to a stop and called back to the others. It was close enough that he could catch its scent, taking a few moments to remember it.

"Oh come on, Dawn Star. I wasn't even going that fast." Nictis frowned. These ponies had such strange voices, so... plain and simple, he supposed. Certainly nothing compared to the more melodic and resonant tones of Ceymi or the Queen.

The others were approaching. One, an off-white unicorn, was levitating a strange bundle of fabric, sticks, and string. "Oh, what's the hurry anyway? I didn't think you were that excited to fly kites."

The pegasus rolled its eyes. "The hurry is, I'm only here for a couple days, and I want to make sure I get to have all the fun with you two as I can before I have to go home again." Then it stuck out its tongue. "And I don't need a kite, anyway, that's what I've got these for," it said proudly, flapping its wings a couple times.

"Sure," replied the third member of their party, a purple earth pony. "You probably don't even know how to fly one, do you?"

"Of course I do, Willow." The pegasus--that must be Gale, then--turned away, sticking its nose up. "I just watch you and copy what you're doing."

A few seconds later the three of them were giggling as they casually trotted off into the field.

Nictis watched them intently, his heart beating hard, the cold twinge of adrenaline flowing over him. It was the first time he'd seen a pony so close. Well, the first time he'd seen one that was up and moving, anyway. There were some ponies cocooned back at the hive, but that hardly counted. Seeing one suspended and motionless was far different from seeing them moving freely. It looked, frankly, unnatural. The way the hide moved and flexed was so different from the hard carapace of the changelings. The more he watched, the more unnatural it looked. A body just shouldn't move that way.

He cleared his head, focusing on the unicorn, Dawn Star. If he was going to take the form of a pony, he wanted to keep his magic. Wings would make for a quick escape, but magic might prevent such a need from arising. It was rather simple to take in all the details he needed, and a moment later a flicker of green flame flashed across his form.

It was not the first time he had shapeshifted, but it was the first time he shapeshifted into a pony. It felt weird. Wrong. He was all soft and squishy in places that really should not be soft and squishy. All his teeth were flat and blocky. His horn was straight, blunt, and stubby. His wings were gone. And fur, fur everywhere. Even as he backed into the cover of the gully he could already feel a few bits of leaves and dirt clinging to the fur.

Although "he" wasn't really accurate, was it? The foal he had observed was a female, and he had copied its form perfectly, so he supposed that made him a “her,” now. Ceymi had always stressed the importance that a disguise was much more than skin deep. Every detail had to be ingrained into an Infiltrator's thoughts until it became reflexive. To a proper changeling, details like name and gender were things to change as freely as the form they were attached to. He--no, she--would have to keep that in mind.

Quietly, the counterfeit Dawn Star crept along the gully, picking up the pace as she got further from the town. It took only a minute, and then she was back under the protective cover of the forest, safe from prying eyes. Success.

Stepping out of the gully, she shook her hooves, then frowned at the mud that clung stubbornly to the fur. Dumb fur. The mud would have shaken right off of a smooth carapace, even if some might have stuck in the holes of the leg, but here all the gesture managed was to spatter a bit across her chest. It even felt worse, matting the fur in awkward clumps. Disgusting creatures. She snorted derisively at the thought. Oh well. There were many inconveniences an Infiltrator must deal with, and for now she would simply have to ignore it.

She turned and cantered off into the forest.

A few minutes later, a glimpse of white brought her to a halt. She was sure that was the clearing ahead, just past those trees and brush, but what could she have seen? Carefully she crept forward, a few more momentary flashes of white showing through the gently swaying leaves. There was something there in the clearing that shouldn't be, something big and white, far too large to be a nymph in disguise. Ceymi wouldn't have allowed anything dangerous to be waiting for them, but caution seemed the best course for the moment.

She edged up to the bushes, moving as slowly and silently as she could. The gentle breeze did not reach under the canopy; no risk of her scent betraying her position. A few moments later, she slipped into a small depression, flanked by brush, a single eye peeking out past the leaves. What she saw sent a terrified chill through her.

The glimpses of white had been a pony, but one unlike anything she had been prepared for. Laying in the center of the clearing was a huge mare, easily the size of the Queen herself, bearing both a long and elegant horn and broad, feathered wings. Golden adornments decorated her radiant white form, while her prismatic mane and tail flowed slowly, looking as if they were not entirely of this world.

And there, under the monstrous pony's serene gaze, lay two changeling nymphs.