• Published 23rd Sep 2012
  • 14,321 Views, 282 Comments

The Retribution of Chrysalis - Fallen Prime



The changeling queen must seek aid from Equestria to save her dying race.

  • ...
40
 282
 14,321

Chapter One: Fluttershy

Queen Chrysalis quickly came to the conclusion that she could die happy if she never had to pass through that hive-forsaken forest again. She was no stranger to a habitat where nature ran its course unaided by the equine artifice in place throughout Equestria, but the creatures that inhabited Everfree were brutal. In her weakened state, she had come very close to losing a foreleg to an irate manticore and just barely escaped a mercifully brief hydra encounter, but now she could take solace in the fact that her dreadful trek was at its end.

Her target was in sight: a small leaf-roofed cottage flanked on almost every side by birdhouses and other animal homes. So this Fluttershy was a caretaker of local fauna. Having seen her relative skill with handling the songbirds for the wedding, this did not come as a surprise. Chrysalis chuckled to herself. She'd have loved to see the feeble little pegasus go up against some of Everfree's larger denizens.

Now came the tricky part: the first impression, the initial approach. How could she make her situation known without having the mare slam the door in her face? She couldn’t see herself walking up and saying, “Hi! Can you help me save the race that recently attacked Canterlot?”

Ah, the advantages of being a changeling. All she had to do was disguise herself as somepony Fluttershy trusted completely. No dire need for knowing the personality of her chosen costume; she would only require it for as long as it took to enter the house.

Oh, the poor, delicate thing... she was probably going to scare her half to death. But it was a necessary evil. She hid there on the outskirts of the forest, recalling the scouts’ intel to determine the proper disguise.


“You’ve been surprisingly cooperative today, Angel Bunny!” Fluttershy mused, smiling as the white rabbit before her accepted the offering of food without a fight. “What’s gotten you in such a good mood today?”

Angel simply rolled his eyes at the pegasus and continued to work on his meal.

Fluttershy breathed a sigh of relief despite herself. On any other day, feeding Angel would have been such a chore. That hare was so hard to please sometimes. Today, though, he didn’t fuss over what he was given, and the whole feeding process went much more quickly than she expected it to. This gave her more time to prepare for her weekly spa outing with Rarity. Not that such a thing required much preparation anyway, but it was nice to have some peace and quiet, some time to herself.

Her little moment of zen was disrupted by a quick knock at the door. She perked up, somewhat perplexed. She wasn’t expecting any company today, and it wasn’t often that she had anypony show up unannounced. Of course, she couldn’t complain; she would be more than happy to spend her downtime with her friends. That was assuming it was one of her friends at the door, but then, who else could it really be?

Realizing that her train of thought was keeping herself pinned in place and the potential guest waiting, Fluttershy hurried over to the door and opened it. On the other side, to her shock, was Rarity. She seemed startled by the sudden motion of the door, but quickly regained her composure.

“Good morning, Fluttershy,” she greeted. “Do you... have a moment?” She shifted slightly on the step. For some reason Fluttershy couldn’t figure out, she looked uneasy, almost hesitant.

“Rarity? This is a pleasant surprise. I thought you were going to meet me at the spa!”

“Wh— I mean, yes, I know, but... can I come in for a moment? It’s somewhat urgent.”

The slip was not lost on Fluttershy, and it left her with even more questions, but nevertheless, she let Rarity into her home and closed the door behind her. Whatever she had to say... maybe it was something distressing, something that was putting a massive burden on her mind. The way she went straight for the couch, eyes shut and head buried in her forelegs, seemed to confirm that suspicion.

“Um... Rarity?” she asked, her voice laced with concern. “Is there something wrong? Are we going to have to cancel our trip—”

“Before you say anything more,” the mare in front of her interrupted, “I have to apologize for the deception. I had no other choice... you probably would not have allowed me into your home otherwise.”

Fluttershy suddenly realized she had almost no idea what was happening at the moment. “What deception? What are you talking about?”

“I’m sorry I had to do this, but...” Rarity looked back up to face her host and opened her eyes. Her green, slit-pupiled, almost alien eyes.

“I am not your friend Rarity.”

The sight of those eyes almost made the timid pegasus faint, but she kept enough of her composure to bolt upstairs and hyperventilate from behind her bed. There was a changeling in her house. It made her think it was Rarity and tricked her into letting it into her home. Her mind envisioned a hundred elaborate worst-case scenarios: Rarity and the rest of her friends kidnapped and being converted into changelings, a full-scale invasion happening right under her nose, the changelings suddenly developing a thirst for blood as well as love...

A sudden noise and a bright green flash distracted her from these thoughts. The changeling had shed its disguise. She heard hoofsteps coming up the stairs, hoofsteps that suddenly hesitated and stopped as they reached the top.

Fluttershy forced herself to look over the side of the bed to get a quick look at the intruder. What she saw made her immediately regret it.

She recognized the figure at the foot of the stairs instantly. She stood as tall as Princess Celestia, sporting a crooked horn and thin, translucent wings. Her slender black form was filled with holes in the legs, and her bluish-green mane hung slightly over her face. A four-pointed crown adorned her head, adding to the regal look her physical stature already exuded.

Fluttershy ducked right back behind the bed, realizing right away that she wasn’t being greeted by a normal changeling, but by the queen.

“Fluttershy, please,” the creature seemed to plead. “I only wish to talk, and time is of the essence.”

Fluttershy refused to face the thing at her stairway again. “Go away! Leave me and my friends alone!”

“Please, I need your help!” she insisted. “I will allow you to remain where you are if it comforts you to hide, but I would appreciate it if you faced me while we spoke.”

“W-what are you going to do to me?” Fluttershy asked. Her mind was trying to answer that question before the queen could, and none of what it came up with pleased her.

“Nothing but to ask for your help,” the changeling replied, her tone startlingly disarming. “Please, as amusing as the cowering may have been in any other situation, just look at me so that we may speak to each other.”

The changeling queen was asking—begging—to just talk to her. And she sounded so distressed. Fluttershy processed this information and weighed her options. On the one hoof, this was the thing that impersonated Princess Cadance on her wedding day and launched a full-scale attack on Canterlot. The thing that sapped Shining Armor’s energy as food and used it to outmatch and capture Princess Celestia. Whatever she wanted with her, she had little reason to trust it was anything good.

On the other... she seemed genuinely nervous when she first arrived at her doorstep and legitimately distressed when speaking to her a moment before. In hindsight, when she took Cadance’s place, she acted nothing like her. Everypony chalked it up to premarital jitters, but the fact of the matter was that the queen couldn’t act well at all. It was hard to doubt the sincerity of her emotions here.

Her decision was made. Reluctantly and slowly, she lifted herself up off the floor and met her guest’s gaze.

The look on the queen’s face almost broke her heart. She could see every ounce of the desperation and urgency her voice had shown. Those impossible eyes looked to have seen absolute tragedy in the very recent past, and the physical and emotional pain she was feeling was readily apparent.

“...okay,” she agreed. “I’ll talk. But first... what did you do with Rarity?”

“You are literally the only pony I’ve come in contact with,” the queen assured her. “Neither Rarity nor your other friends know I’m here, and I haven’t seen any of them, let alone harmed them.”

“Thank you,” Fluttershy said, her fearful mind now somewhat at ease. The reassurance, coupled with the pained expression her unexpected guest displayed, helped her become more accepting of the situation, and she climbed up onto her bed and made herself more comfortable. “I don’t know if I can really trust you, but... I’ll have to for now. What did you want from me... your highness?”

“I’m not in the mood for formalities,” the changeling insisted. “You may call me by my name. Chrysalis.”

“Alright. What did you want from me, Chrysalis?”

“Well...” Chrysalis stated. “Be grateful that you’re already seated, because it won’t be a pleasant story. But I came to plead for your assistance.”

“Yes, you’ve said that. But why me? What could I possibly do to help you?” Fluttershy couldn’t for the life of her understand Chrysalis’ motivation. She couldn’t possibly have any special connection to the changelings. She’d only encountered them once, and she barely even participated in the melee that ensued. So where did the queen think that left her in all this?

“Well... the reason I’m here,” she began, “is because my loyal subjects are scattered across the land thanks to that force field Shining Armor used to jettison us out of Canterlot. I had a rather rough landing, and my trip through the Everfree Forest did me no favors, but every other changeling I saw that had landed around me was either severely injured or killed by the impact. And trying to reach out to the hive mind brought only cries of agony that were dwindling in number.”

As she continued to speak, her voice started to waver, and her eyes began to water. It took everything in Fluttershy’s power to not try to pick the poor thing up and cradle her in her forelegs. Not that she would be able to lift a changeling the size of Princess Celestia... and she certainly didn’t expect to sympathize with the race that attacked the capital of Equestria... but seeing the ringleader of the changelings break down in front of her was undeniably jarring.

“The invasion itself was a last-ditch feeding effort to ward off widespread starvation, so... now there are countless broken and famished changelings scattered further than I would have thought possible, and I cannot do anything in my power to help them. Can you even imagine what that’s like, Fluttershy? An entire race’s extinction on your own head? Especially when that race is your own, you’re meant to lead them, you can hear their suffering, and you can’t even help them!?”

That did it. The next thing either of them knew, Fluttershy had jumped off the bed and grabbed the hysterical queen in a gentle, comforting embrace. Chrysalis collapsed onto her haunches and returned the hug, letting the tears flow freely.

“I’m so sorry,” said Fluttershy, becoming a little misty-eyed herself. It was all she could think of. What were you supposed to say to somepony on the brink of losing everything they ever cared about? She didn’t know, couldn’t begin to know. All she could really offer was the hug. Those seemed to work often enough. “Just... let it all out. I barely even know what to say. You must be suffering so much.”

Chrysalis, far beyond the point of forming actual words, merely nodded. Fluttershy led the grieving monarch over to her bed, and the two sat there for a couple of minutes while Chrysalis regained her composure.

“You’re right,” Fluttershy conceded. “I couldn’t possibly know what you’re going through right now, and I’m certain I never want to go through it myself. But I still need to know... where do I come in? What’s my role in this?”

Chrysalis sniffled. “Well, the only reason I returned to Equestria was to ask your princess for support. Sustenance, medical aid... anything to ensure that they will not all die on my watch. But after recent events, I doubt I could show my face anywhere near Canterlot, let alone Celestia.

“That is why I came to Ponyville. Beyond meeting with her face to face, my only direct line of communication to the princess would be—”

“Twilight!” Fluttershy exclaimed, starting to put the pieces together. As soon as she said it, however, she shrank back. “Oh my goodness! I’m so sorry! I didn’t mean to interrupt you!”

Chrysalis ignored the apology, or at least didn’t acknowledge it. “Anyway, there is still a large issue with consulting Twilight Sparkle about this situation. Seeing how most of the events of her brother’s wedding affected her in some way, I imagine confronting her first would have proven very unwise.”

At last, everything clicked in Fluttershy’s head. “And you figured that you could get her to trust you... by getting me to trust you first!”

“Precisely,” Chrysalis affirmed. “I chose you because you are the Element of Kindness. The one of her friends who would be most likely to give me the chance to speak to them, to explain myself and my desires to them. I apologize again for the dishonest method I used to do so, but I do thank you for listening. And... for comforting me.”

“It was the least I could do,” Fluttershy replied. Considering the circumstances, she couldn’t help but be aware of how true those words seemed to ring.

“So... you will help me?”

There it was. The million-bit question. To her own surprise, the yellow pegasus actually had to stop and consider. She had just heard that awful story, and she had no reason to doubt its truth... but there was still that chance that Chrysalis had some horrible plans for the ponies of Equestria once her race recovered. She wasn’t above an invasion before; who was to say she’d changed?

Then she looked up at that face again. Desperate. Pleading. Streaks of tears that had yet to dry. In that moment, she truly did look like the ruler of a dying people that could do nothing to stop the dying. This was not the face of a tyrant or conqueror. It was far too vulnerable, far too pained. This mare, this monarch, had opened herself up to her and shared her hurt with her. She couldn’t even think of hurting her more.

There was no other answer.

“...yes, Chrysalis. Of course I’ll help you, in any way I can.”

This time it was Chrysalis who initiated the surprise hug, but with significantly more force. “Oh, thank you, Fluttershy! You truly are a credit to your Element!”

“You’re... welcome...” Fluttershy attempted to say. “Please... let go... can’t... breathe...”

“Oh. Right.” At once, the embrace was broken, and Chrysalis shuffled away slightly.

“So,” Fluttershy inquired, coughing lightly, “how were you planning on bringing this up to Twilight?”

Chrysalis paused to think for a moment. A very long moment. “I... don’t think I planned that far ahead. I’d hoped it would come to me by the time I reached this stage.”

In spite of herself, Fluttershy rolled her eyes at that remark. “Well, how about this? I can talk to Twilight after I go down to the local spa with Rarity. I should be able to take care of it by this afternoon.”

“I would prefer that it be sooner, but... I suppose, if you have a prior engagement,” Chrysalis agreed.

“Wonderful. Now, I need to be at the spa by...” Fluttershy glanced towards the nearest clock, which read half past—oh no.

“Oh my goodness, I’m going to be late!” she exclaimed. “I’m sorry to have to leave you here, Chrysalis, but I must get going if I want to meet Rarity there! I’ll see you this afternoon!” With that, she stormed down the stairs and out the door. She started galloping as fast as her hooves would take her, wondering if “Angel was being extra-fussy” would be a good enough excuse for Rarity.


Chrysalis stared dumbfounded at the stairway, where Fluttershy had abruptly taken her leave. It seemed somewhat rude, just leaving like that with such little warning.

Still... she had succeeded in earning Fluttershy’s aid. So far, so good. In fact, she couldn’t help but feel that there was some semblance of a connection that was made there. Perhaps there was some room in this old queen’s heart for a new friend. She mulled over that thought for a while. A race she once discounted as merely a source of nourishment, and yet she was relying on them for aid. Bonding with them, even!

When her gaze returned to the stairway, she noticed a white rabbit standing over the top step. He didn’t look frightfully intimidating to her at all; after Everfree, she figured she may never feel threatened by a lesser animal again.

However, she was slightly unnerved by the way he just stared at her, giving her the dirtiest of glares.