• Published 30th Dec 2012
  • 3,018 Views, 34 Comments

Fluttervalley Reborn - TheDarkStarCzar



A long forgotten valley is appropriated as the sanctuary for a new changeling hive. Does this involve the long dead sunstone? Celestia thinks it might and Cadence has her own reason to tag along with the Elements, vengeance!

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The Corruption of Flutter Valley

She'd grown from a pampered, impish tomcolt into an intelligent and elegant mare, and he'd grown up right beside her. It was a shock to him when childish infatuation gave way to a more complex and substantial love, but everypony else in their small town had long known long before that the lovers would wind up forever bound. That would have been the start of happily ever after, but life does have a habit of tearing down even the most well crafted dreams. Illness took her and now she lay in a pine box, deep under the earth in a strange land, her azure eyes forever closed to the world.

She'd died agonizingly slowly and passed but a few hours before. As was the custom in these tropical parts she was interred without delay. Now with his beloved Crystal Days so abruptly gone he was bereft and adrift.

Slowly he gathered together the pitiful few belongings he had and prepared to leave the zebra village that had been their home for more than a year, but it wasn't to be. He'd intended to depart in the morning before a rustling thump against his door woke him from a dead sleep. He rolled out of bed, lit his horn with a hasty light spell and opened the door.

Laying on his stoop, worn and exhausted was the biggest changeling he'd ever seen. They both started when the light hit her and she tried to rise, but lacked the strength. She slumped back down, her green eyes looking pleadingly up at him.

Changelings were not uncommon in these parts, they often switched places with well loved zebras or hypnotized them to feed if a good chance presented itself. They never did any real harm so they were mostly tolerated and since the zebra nation was a loosely organized one at best it lacked the wherewithal to evict them as their Northern neighbors in Equestria had done on several occasions.

The changeling before him was injured, weak, bleeding, wet and smelled bad besides. Like dirty beeswax. The fact was that she was in rough shape and the changeling hive was said to be another half a days journey to the South so he did the only thing he could, he reached out a hoof to help her inside.

When their hooves touched, however, all her sleek, grim armored shell faded away into a soft blue coat and bedraggled honey colored mane. His breath hitched and he almost let her drop back. From Crystal's face a pair of azure eyes now peered back at him and though he knew that he should feel outrage at the charade he didn't. He felt grateful and so helped her inside and into bed where he tried his best to salve her wounds.

Over the next few days they didn't talk much, only the scantest exchanges pass between them. They both felt that anything they said would already be half a lie, but he continued to nurse her back to health as best as he knew how. He realized early on, though, that his ministrations were not especially useful in the intended way, even if they still did have an effect. It was the tenderness he showed, rather than the bandages and salves that slowly healed her. Within a week she'd regained her wobbly footing, though she was still fairly sickly.

He suggested, with a single word, that they should go for a walk when he found that she had taken to fitfully pacing the floor of the hut and she nodded her acquiescence. They headed into the village proper which, given her appearance, was a bad idea, but the zebras were not superstitious and only believed in real ghosts. They'd heard stories of changelings appearing in the form of departed loved ones often enough to know what was going on and though it started many a tongue wagging there was no move to trouble them.

They made a rough circuit of the large village, meandering between the grass roofed bamboo huts, crossed the log bridge over the washing stream, passed the shaman's hut and finally ended up at the precipice of a cliff where they could look down at the lush jungle as the day faded away into night. A romantic twinge hit him and he sadly remembered what the zebras had told him long ago regarding the changelings. A pony can love a changeling, true enough, but a changeling will never regard love as anything more than food, no matter how convincing they might be.

"Chrissy," He said simply and sadly, "I'm happy to've had you around. Whenever you think you're fit enough I'll take you home."

"How did you know my name?" The changeling asked, her voice a strange warbling like two voices talking in unison.

"Your name's Chrissy?" He asked, stunned, "That's what I used to call Crystal Days, my, um, y'know, you..."

"Ah, I see. We have, it seems, yet to be formally introduced." She replied gently, "I am Chrysalis, so you may understand my confusion. Queen Chrysalis, more properly."

"A queen? Well I knew there was something special about you. Rockford," He extended his hoof in long belated greeting, "Everyone just calls me Rocky."

"Rocky, then." She shook his hoof politely, "Tell me, what is a pony doing so far from home?"

"Well, me and my wife," Here he gestured towards Chrysalis, "Were gemologists, specializing in the sort of gems that could be charged with magic. The zebras do that sort of thing more regularly than ponies. Since most zebras lack any sort of magic the shamans charge all manner or totems and fetishes with magical powers but gems work best for the most powerful spells. We were researching one particular stone we picked up from a trader. He said it's been in his family for as long as anyone can remember but they always said it was found on top of a rock pile out in the middle of the desert."

"The Shaman here is known to be one of the best so we brought it to her to see if she knew anything about it or, better yet, could remove it's curse."

Chrysalis scoffed, then realized her mistake and looked somewhat sheepish, "You do realize that while there are malevolent magics aplenty there's no such thing as a curse, exactly?"

"Yeah, I know and that's what I said too. My special talent's in discerning the structure and flow of magic within the leylines of a stone and it's interaction with the greater whole. I don't believe in any of that mumbo jumbo, but Chrissy talked me into thinking about it another way and got me to thinking of it as a curse too." He said and chuckled, "Tell you what, when we get back to the hut I'll show it to you and you'll see what I mean."

She shrugged, supposedly cursed stones didn't interest her unduly. She'd look so as to be polite but she didn't expect a lot from the experience.

"So what's a beautiful queen like you doing in dump like this?" He joked, lacking any other conversation starters, but she took it at face value.

"Since you've been away from your home country you may not have heard that we attacked Canterlot and were defeated most brutally." She admitted. She figured he deserved the truth and she was well enough that she didn't strictly need him should he turn on her once she came clean.

"Serves you right." Rocky said simply, "We've even got two princesses now, one who controls the sun itself, why did you think you could take them on?"

"Desperation, mostly, and by the way, you have three princesses now. I was at her wedding." The changeling queen said bitterly.

"Desperation, why?"

"The changeling race has not been doing all that well. Our hive has shrunk, what colonies we once had have died off and our plans have not gone altogether well for some time now. In short we're dying out and the only chance I saw to save my race was a coup...and I'll spare you the sordid details of that little travesty. Suffice it to say we failed. That's how I wound up out here."

"My army was scattered and our expulsion injured or killed many of my best drones, I still don't know the extent of our losses. Separated as they were they would make their way home to the hive, feeding along the way as opportunities presented themselves. I was trying to make it back without... entangling myself further, but I underestimated the time and distance in my injured state. In truth I was... failing, shall we say, when something drew me to your door in particular."

"Ah, so I'm an entanglement of opportunity." He kidded.

"Quite, and a fine meal besides." Chrysalis shot back, then thought to change the subject as she felt a bitter tinge from him, "This mare," she indicated herself, "She was quite pretty. What became of her?"

"She passed on just before you arrived, it was silicosis." He shuddered, "She probably got it from digging around in the dirt for gemstones and since I was beside her all the time I'm almost certain to have the same thing. It's a humbling thing to know what you're going to die from."

Chrysalis lit her horn with a green glow and looked at Rocky's chest, "Ah, yes, I see." she said and she pulsed her magic briefly. Rocky fell to the ground in a convulsive coughing fit, phlem and mucous splattering the glossy green leaves as he hacked for a full five minutes.

"What the...? Why'd you do that?" Rocky demanded angrily after he quit coughing.

"I just broke up the pollutants so your body could expel them. It seemed a fitting sign of gratitude." She looked at him smugly, "You're welcome."

"Well...just warn me next time." He came back weakly.

"Ah, no. You'll have to wear a bandana to keep your lungs clear in the future, I've no intention of saving your life perpetually from things that could be easily avoided unless of course you mean to do the same. You may serve well as my hoofserveant and champion, I suppose, though you'd make a poor enough drone." She teased.

"We should get back." He said abruptly, "I don't feel very well." That was true. His lungs ached and his ribs hurt from the protracted coughing fit so they turned and headed back to the hut.

Now that the dam had burst and they were on speaking terms they couldn't stop. In the next few days they were seen at all hours wandering about discussing anything they could think of. Rocky got an education with no rival as to the practical operations of a changeling hive.

"The problem," He stated non-pejoratively, "is that you're all parasites. Your hosts have formed defenses against you. You need some way to generate your own love energy or the problem's just going to get worse. Oh, speaking of which, remind me to show you that cursed stone I was talking about. It's kind of like what you need."

"You can't get blood from a turnip, I'm told, nor love from a stone." Chrysalis said, restating a point she'd made to him several times before, that yes, she was a parasite, and no, she couldn't just have the hive eat something else. They required love, like it or not. Imitations or farming non-sentient life forms to serve the purpose, though all manner of homely and pastoral, simply didn't work. It had been tried quite early on, though she couldn't seem to recall the exact circumstances, which she found odd.

"Still, it might be that if we really worked at it we could find some solution other than trying to cocoon a whole nation's populace, because you might even be able to do that in the short term, but in the long term it's a pretty risky way to go, and that's not even bringing up that it's bucking evil and immoral." Rocky said and lapsed deep into thought. Chrysalis held her tongue. His morality was not hers and in the end the hive and her children were her prime concern. She had proved long ago she'd give up everything for their sake.

A fat zebra bedecked in gold hoops and jewelry beckoned from the door of her hut. It was the shaman and she called Rocky to her garishly decorated hut, it's frightening masks and abstract tapestries marking her relative opulence.

"My pony friend, a moment if you would, in blessed private, if we could." The zebra said and motioned towards her hut.

Rocky rolled his eyes and whispered the Chrysalis, "Oh, the rhyming. Go on back to the hut, I'll come back when she's done. I expect she just wants to warn me off of you anyway."

"Charming." Chrysalis was offended, but understood. It's amazing how tolerant the zebras had been so far so she just headed back to wait for the verdict as Rocky entered the hut.

He was grabbed bodily by four strapping young stallions who held him to the floor. He made to scream but his mouth was clamped shut by muscular hooves. The Shaman pried his eyelids apart and looked into his darting eyes.

"Mesmerized you cannot be, for I could see it quite plainly." She signaled and the stallions let him loose and he stood, ruffled, but somewhat understanding. They were making sure he wasn't hypnotized and would have tried to save him if he were so he couldn't hold it against them. "Around the village have you been seen, with your former wife, a changeling queen. Mesmerization I thought the case, not just an assumed, lovely face."

"No, uh, I know what she is, but she was hurt and I couldn't just let her die." He said sheepishly, "I thank you for looking out after me, though."

"A hard thing it is to lose a wife, but beware letting changelings into your life. She may seem a beacon of love, but such ideals she holds herself above. You may find yourself used, broken and badly abused." The Shaman rhymed.

"Yeah, I know, but, uh, she's got to go home soon anyway, and yeah, she's actually kind of evil and done some really bad stuff, but she's honest about it, at least, and she's not much danger to me, so far as I can tell, so um..." He stammered, trying to justify his actions, which was a hard enough thing to do to himself.

The big zebra shrugged dismissively, "So long as you're forewarned and fine, what you do in bed's no business of mine."

"Um...thanks?" Rocky said and made a quick exit. He was glad only the shamans rhymed, it made precise communication awkward.

The Shaman, for her part, just figured that if the foreign pony didn't make a fuss of her having four husbands, despite the tribe's dislike for such practices, she had no right denying him a changeling queen to replace his poor fallen wife.

She had known and liked them both before the illness, and had tried to cure her with no success for months after it's onset. Before that she'd tried to dispel the curse on the black gem, but to no avail. Though she'd told him a great deal about the stone itself, it's magic was too powerful for her, probably too powerful for Celestia herself to overcome, but they'd stayed on, hoping to sort it out as well as studying the rich gem enchantment magics of the zebras, though why unicorns would need such things she couldn't understand. To each their own, she supposed and returned to her work.

When Rocky got back to the hut the chest that held his collection of gems was overturned. In the middle of the small glittering jewels he glimpsed the large black angular stone sitting on the floor for but a moment before averting his eyes to Chrysalis who stood staring at it.

"Chrissy?" He shouted and stepped between her and the stone. It broke her stare and she looked up at him confused, "See? Cursed. Told you didn't I? But you had to go searching through my junk and find out for yourself. Why were you getting in there anyway?"

"Bored." She stated, then looked him right in the eye with an odd intensity, "But that stone, I know that stone from somewhere, if only I could remember. I think I can feel it calling out to me, as if it was what drew me here in the first place." Even though she hadn't cared a bit about magical gemstones in general this one seemed important, but she'd had a lifetime of stealing, loosing and outright exhausting magical artifacts in one scheme or another and she just couldn't remember where she knew this one from. She'd been alive for eons. Not as long as the Princesses, she supposed, but they were immortal alicorns whereas Chrysalis had simply managed to not die for many thousands of years. She was not, so far as she knew, properly immortal and her memories were ragged and ratty things, full of holes and meaningless cross associations. She shook her head, trying to rattle memories loose, but they wouldn't come and she finally gave up. Still staring at it she asked, "So what is it?"

Rocky rolled it back into it's chest and shut the lid. He didn't like having to look around it. Then he got a book from his meager selection and opened it to a well worn page, pointing to an illustration. "It's just called the sunstone. It's an interesting thing for me because it's supposed to be capable of storing massive amounts of heat energy, and if I could figure out how it works I could make solar plants to to supply steam power cheaply and effectively to every house in Equestria, and that's just the start. It could be used to grow crops year round, expand our territories into the icy North, who knows what all."

"It does another thing that would be a peculiar help to a bunch of love moochers I happen to know. It takes in the sun's rays and re-emits them not just as heat energy, but love energy as well. So you see that could break the changelings from needing hosts if it's strong enough or we can make more of them."

"Of course, as I said it's cursed, so it's only good for a doorstop now, and one that'll make you want to cry if you look at it for very long."

"There's no such thing as curses." Chrysalis said quietly, "It's not cursed, it's been somehow defiled, put under a dark enchantment."

"Which means?" Rocky asked.

"Which means we can fix it." Chrysalis said, thinking over the implications, "Where did the trader say it was found?"

Rocky flipped to a map that was stuck in the pages of the book and pointed a hoof to an X on one side of it, "Right here." He said, "A place that used to be called Flutter Valley."




Several telescopes and pairs of mismatched and battered binoculars spied out from a shady hollow towards an unlikely structure rising from the dusty barren waste of the valley floor. It was nearly jet black, the shape of a turnip, set root side up and full of holes, a very few of which were filmed with turquoise coverings. It's size was hard to judge with nothing to provide a sense of scale. After watching for some time a changeling patrol flitted in for a landing and gave a sense of it's mass.

Twilight scowled and thought that it wasn't nearly so big and imposing as she'd expected. It was somehow a lighter structure than the other changeling hive she'd seen pictures of, but just as dark and menacing. Maybe Chrysalis had wanted a vacation home?

"Now look up at the spire." Breezy whispered and the assorted optical instruments swiveled upwards and refocused. Instead of a pinnacle as might be expected there was a platform just large enough for a half dozen ponies to stand on. From their low angle they could just see the tops of the heads of three changeling guards. Set on a crude metal stand between them was the black stone itself, assuming of course, that it was the real sunstone. It made them feel queasy when they looked directly at it and Twilight thought she could almost sense a strange dark aura circulating through it, but it was hard to separate reality from her own misgivings.

"Is it safe to talk out here?" Twilight whisperingly asked.

"It's safe, ma'am." Cheyenne said shortly, moderating her volume only the barest amount, "The wind's blowing straight at us into the cave behind us. So long as it does and the cave mouth stays in shadow we're pretty much invisible. Now if the wind was going the other way...well just be quiet and listen."

Everypony quieted themselves, stayed their rustling and held their breath. The wind brought with it the chittering sounds of the changeling language. Hundreds of tiny scratching voices drifted right into their perked ears.

"You can smell 'em too, if you know what they smell like." Breezy said.

"What do they smell like?" Applejack asked, "I caint smell a durn thing strange."

"It's like...wet roots and earwax, I'd say." Cheyenne said, and turned to Breezy, "Wouldn't you say, sir?" He nodded in the affirmative.

Twilight lowered her telescope, "I thought you said the sunstone was heavily guarded? Three changelings is all I count, and if that's all that's guarding it I could probably put a sleep spell on them and just levitate the stone away from here."

"Ma'am, look close at the spire itself, it's not what it looks like." Cheyenne hinted.

Twilight returned to her telescope and closely examined the tower. Right below the platform a spiraling structure was visible, presumably a spiral staircase built into the organic structure. There was a gap in the spire's skin below the platform. The skin of the tower obscured the stairway from view once the spire started to fatten up a bit. Then she took a closer look at the skin of the tower. The rest of the structure was smooth, organic and looked like it was grown from smooth stone but this section of the skin appeared to be scaled like triangular shingles save for it's rhythmic writhing. Was that because of the wind? No, she suddenly realized, the outside skin of the tower was composed of changeling drones with their insect like wings leaved over each other. From just below the platform to where the spire rounded out was one huge mass of changeling drones clinging to each other and the structure's shell.

Twilight shuddered in shocked revulsion, then undertook estimating their numbers. It was in the hundreds, easily.

"Okay, I admit that qualifies as heavily guarded."

"This hive isn't built the same way as the one they abandoned." Shining Armor observed, "It's missing pieces."

"Yeah, the nurseries are missing, sir." Cheyenne said, "They would have been a rounded part that stuck off either side of the main structure towards the base. At first we thought the cocoons underground accounted for that, but all the pods are too big for their larva."

"That's not all that's missing, sir." Breezy scratched his chin in thought, "The other hive had an area inside it that we believe was meant to warehouse cocooned ponies or other hapless creatures and drain them of their love. There's some distinct structures that are required for that that are just plain missing from this hive."

"It's a stripped down hive, isn't it?" Cadence asked, "They don't intend to live in it, I'd imagine. Still, what are they feeding on? How long can they fast for?"

"There's no way of knowing," Twilight said, "We just don't know enough about changeling physiology. What about the cocoons in the cavern? Could there be creatures in there that they're feeding off of?"

"We kind of thought so, ma'am." Breezy said, turning to face her, "We can't see all of them that well, but appears like they're all changeling drones, big fat ones from what we saw. It kind of got us thinking that maybe they charged a bunch of them up with all the love they could steal and now they're using them like batteries to keep the whole hive going while they're working here."

"They must think this is pretty important if they're cannibalizing their own." Twilight said and handed her telescope over to finally let Pinkie have a turn while she thought for a minute. The excited pink earth pony raised the telescope to her eye and dramatically focused.

"Ooh! A unicorn!" Pinkie exclaimed louder than anypony really thought appropriate.

"Oh, yeah. It's funny the changelings all have wings and horns..." Twilight started, then Pinkie crammed the telescope back into her face.

"No, a unicorn!" Pinkie repeated and the others with their various devices also turned to where Pinkie had been looking.

In the gap between the changeling skin and the platform above, on the exposed section of staircase was a blandly grey unicorn. He stomped in place in impatience, turned around and shouted something, then finished ascending to the platform where he was obscured from view. Stalking up the stairs an oversized changeling could be seen to be hollering back up at him, then changing into a smaller light blue female unicorn and surmounting the platform.

"Ma'am, that's the one from before, was that Chrysalis?" Cheyenne asked.

"It bucking sure enough was." Cadence growled and squinted into her binoculars, "But who's her latest victim?"

"That certainly complicates things," Shining Armor said, "It was bad enough when we just had to get the sunstone, now we've got to stage a rescue besides."

"Breezy, watch that unicorn, see if you can tell what he's up to or if any others show up. In the meantime I'm going to send the rest of the troops up here in shifts. I want them to all get a feel for the area in case we have to fight our way in. Show them the sights and keep an eye on them." He said unironically to the eyepatched earth pony and motioned to the Elements, "Let's get back to the barracks and see if we can't come up with some ideas."

Breezy saluted as the rest of the group reentered the underground passage that led under the mountain and back to their base camp.





Atop an awkward platform tacked onto the newly minted changeling citadel a greyish unicorn with a gemstone cutie mark was arguing with a disguised changeling queen. The disguise was out of courtesy to the unicorn guest, it's the form he was most comfortable with though he'd often seen her in her true form in the months they'd spent getting ready for this. Now that all the big showy work was done everything was going excruciatingly slowly. Chrysalis was, however, patient. Rocky, less so, even though he had little enough to gain from his success.

He argued with her, she realized, mostly as a way of working things out in his own head and though she held her own, usually, she was actually unnecessary to the process. It was his show now, owing to the Chrysalis' repeated failed attempts to purify the stone on her own. Her raw power had returned thanks to Rocky's unreciprocated affections, but it was fruitless to use it as it carried a taint similar to the stone and valley. Her power unsuitable to purify the stone, she'd essentially put the fate of the whole changeling race in Rocky's hooves, and though progress was slow and time was short she had faith in him.

It had been her contention that the stone was a product of it's place and that it would be simpler to undo the damage that had been done to it there. Powerful enchantments fed off the magical leylines of the earth and upon returning it to the valley it was readily proved to be true.

Dark magic circulated purposelessly but perceptibly through the stone, which was a good sign at least in that it was finally doing something. With much experimentation they found the precise spot and alignment where it's resonance peaked. It had been far above the valley floor so they'd simply incorporated it into the plans for the hive that Chrysalis had been planning anyway.

Rocky thought that the valley floor, having long been starved of moisture, had lowered in elevation both from that and wind erosion over time. It was as plausible a theory as any, so the changelings built their sleek and alien tower, it's smooth and flowing form actually composed of sand and a special form of saliva the changelings excreted for hive building purposes. Whenever he thought about it he felt rather disgusted, but it was a prejudice he was trying to get over.

It was a simpler hive than Chrysalis was accustomed to because this was, in her eyes, a last ditch effort.

Certainly she had other little schemes and scams to keep her children fed, but it had become increasingly more difficult in the past few centuries to live off the fat of the land. Ponies were wise to and wary of her methods and zebras were too few in numbers. Even her best plans would be short term stop gaps at best and most of them traded the dignity of the changeling race for sustenance. No, the changelings had had their day and if this plan was not an unmitigated success she was certain this would be the end of the collective hive, if not the whole species.

"If I could get enough high quality sapphires I could put them in an array and purify the valley." Rocky said as he leafed through a book absently. The wind at the pinnacle carelessly flipped the pages back and forth as he thought.

"You're still working on purifying the valley and not the stone?" Chrysalis was a bit annoyed, she didn't care about the valley save for it's leylines, it was the stone she wanted. She would be perfectly pleased to have the cursed valley just as it was be home to the changeling hive if only she could.

"I think the stone's a part of the valley, though and if we purify the stone without purifying the valley it will just revert again like it did when I set up the array the other day." Rocky jammed his hoof in the book, pointing to a complex diagram that Chrysalis didn't even try to understand, "This is a complicated trick the way I have to go about it. It would be a simple enough matter if we could just overpower it rather than having to wheedle away at it, but there you have it."

"We changelings are not much for delicacy. When you have an entire hive of brothers and sisters to take up for you there's little necessity for the light touch."

"Yeah, well not every situation can benefit from a hive full of bullies..." He trailed off, "Actually that might work." He started flipping pages and scrawling out formulas, "Yeah, I know how we can get this to work, but it's a risk. A life or death risk, probably."

Chrysalis waved her light blue hoof dismissively, "It's always been life or death, but I find my options dwindling, so let's get on with it."

"Yeah, alright, but I'll have to do a couple tests first." Rocky said looking one of the changeling drones in the eyes, contemplating his form and capacities without really seeing him and formulating his plans. The drone returned the stare placidly.




Shining Armor thought for some considerable period of time after he'd heard the plan, "It's a risk." was all he came back with in the end, but none of the ponies seated around the table had anything more illuminating to add.

Seated around the table were the six pegasi soldiers he'd brought, Cheyenne, his sister Twilight, Rainbow Dash and Applejack. Shining Armor had left Cadence out of the planning and he knew he'd pay for it later, but she was overbearing and short sighted when it came to the changelings, precisely the opposite of her attitude towards pretty much every thing else. Ever.

She was in the next cavern over, talking with the half of the Elements who were unconvinced that they should be going to war. They were not, after all, soldiers. They had not been conscripted nor were they volunteers precisely and would not (admittedly could not) be coerced into acting against their will.

Shining Armor had convinced her to talk with the three reluctant mares, but his intentions were decidedly the opposite of what he'd stated. He preferred, instead, that the more level headed mares (and Pinkie) would assuage her recent vengeful feelings.

He felt that this whole operation could be handled without involving the Elements at all, but Rainbow Dash in particular wanted in on the action where Applejack felt it was her duty to help and Twilight's magic would prove invaluable, so he let them insinuate themselves more than he wanted.

One of his soldiers, a unicorn named Masquerade, had come up with the plan based on her signature feat of magic. She could disguise herself or any other pony much as a changeling could. It was a tough spell to accomplish more than a few times, but Twilight managed to pick it up as second nature with a quick bit of practice so that they had sufficient power to disguise their six pegasi as changelings. It wasn't a spell that would hold up to close examination, though, and it would be impractical to navigate the hive without arousing suspicion and that's where distraction came in.

Rainbow Dash had come up with the final version, "First, we set off a landslide at the mouth of the valley with some explosives. That should get the changeling's attention and get them all looking that way. I'll come from behind them as fast as I can and snag the sunstone off the top of the tower. It's a big rock and it'll slow me down some, but I'm sure I'll be able to outrun them. Once I clear the mouth of the valley I'll circle around and the outside, maybe go above the cloud cover, and land back in the cave with the wagons and hunker down."

"The thing I like about that plan is the same ol' thing I like about you, Rainbow." Applejack drawled, "It's simple. Seems like y'all forgot about the unicorn we've got ta rescue, though?"

"Nope. Got it covered." Rainbow continued, oblivious to the Applejack's good natured insult, "The changelings are all going to be chasing me, or at least paying attention to the chase, so the pegasi disguised as changelings sneak up, throw the unicorn in a bag and haul him off to the cave mouth on this side of the mountains. If we do it at dawn or dusk it'll still be light enough to see, but not so much that it'll be obvious when they bag up the unicorn. Brilliant, right? You can admit it. I'm a genius."

"Lotta holes in that there plan." Applejack considered, "If one of them drones looks the wrong way when you're putting the unicorn in the bag that'll be the end of it, and us."

"Yeah, maybe, but there's only a few guards on the platform at one time and they should come after me and you can't see the top of the platform from where the swarm is hanging from the sides of the spire. So long as the unicorn's on the platform all the other changelings will see is a squirmy black bag being lowered to the ground, if they see anything. Maybe we could use a tranquilizer dart. Do you guys have one of those? Are they even real or are they a book thing?" Rainbow asked.

"Yeah, we've got some of those." Cheyenne confirmed, "For the record I think it's a stupid plan, but I can't see which part of it's going to go bad and doom us all right off. It's bold, I'll admit to that."

Rainbow beamed, taking that as magnificent a compliment and turned to await Shining Armor's reply.

"It's a risk." said Shining Armor, eventually.



Cadence was sitting on the edge of the crude straw bunk looking irritated. She sighed, "What you seem to have forgotten was that Chrysalis, when she'd already cocooned Celestia and looked as if she'd decisively won the day wasn't satisfied with that. Canterlot, a city of tens of thousands of ponies, wasn't enough. She meant to take all of Equestria for her buffet. So it's not just a matter of her trying to keep her hive fed, she's another one of these low grade tyrants that keep turning up."

"Certainly, yes, I can see that, of course, but that's not truly the issue we're facing just yet, is it?" Rarity reclined on the coarse green polyester blanket of her nightmares, but stayed composed rather than making a show of her discomfort. The thinly mattressed bunks, the damp stone walls and bare, dusty floors, she took it all in stride. There would be time later to decry this lack of refinement she'd been forced into. She would certainly write a sincere letter of protest to Princess Celestia when this was over.

She looked to Cadence, "In the past we've used the elements, but our friends were in peril, undoubtedly you can see that a preemptive strike is another matter entirely? Darling, I know what you're about to say, that if we don't stop these brutes then our friends will most certainly be in danger, but that is a supposition, no?"

"Whatever the changelings are up to it's not going to be for our benefit." The pink alicorn huffed, "They're our enemy. Their very way of life is an open threat, an evil we've let fester too long."

Pinkie rolled over on her bunk, bouncing slightly on her back, causing the weak frame to creak in distress. "I don't have enemies." She stated simply, "I just have friends who don't know it yet."

"I'm not sure the changelings want to be friends." Fluttershy said.

"Sure they do!" Pinkie chirped.

"Oh, well alright." Fluttershy conceded without an argument, "Even if they don't, though, I don't want to hurt anypony and I can certainly see the changeling's problem. M..Maybe we could talk to them and find a some other way to keep them fed so they don't have to fight us? Maybe they just need a cutesy wootsie bunny to love? I know when I need love a bunny's usually my first choice, so maybe it would...work for them?"

"I don't think that would do, I'm afraid." Said Rarity, then she considered for a moment, "I do wonder, though, if they've thought to try it?"

Here Cadence dropped her stern facade and returned for a moment to the warm and kind princess they all knew and loved. She giggled sweetly at the thought of happy changeling drones with pets. Then she looked around the cavern to the young mares all smiling and giggling with her. Twilight's friends were all so adorable, how could she have ever have desired to rope them into exterminating a whole race? Then and there she gave up on her plans of revenge. For several seconds. An image of Chrysalis smirking lasciviously with a dead eyed Shining Armor on a leash popped into her head unbidden. In a moment of honesty she admitted, "I don't care about the changelings, it's Chrysalis I want."

"She's still mad about what Chrysalis did at the wedding." Pinkie stage whispered, fully audible to the other three ponies. Rarity and Fluttershy nodded sadly.

"Is, is it really that obvious?" Cadence asked.

"Um...well, you have been the teensiest bit, um, moody." Fluttershy said while hiding behind a drape of pink mane.

"And bloodthirsty!" Pinkie volunteered happily, "Like a vampony, but without a cape. Oh, please say we can get you a cape and one of those Dracula medals!"

"I'm sorry, I didn't realize I was being so single minded." Cadence finally realized the extent of her anger and how it was firmly in opposition to everything she had formerly stood for, "I shouldn't have come here. I should have let everypony else handle it. It's just...everytime I think of that horrible bug I get so angry I can't even see straight. I just want to...want to..."

"It's quite alright, darling, what you went through was extraordinarily traumatic and you still haven't recovered, and here you see your chance for justice. For closure." Rarity rose and walked to the seated alicorn's side. She nuzzled the Princess gently and softened her tone, "I can understand how you would see it as your responsibility, but maybe it's not really the best thing for you."

Tears began to trickle down Cadence's face as she buried it in Rarity's mane, "No, you're right, it really hasn't been. All it's done is let me relive those horrible days over and over and all the while I feel this impotent rage balling up in the pit of my stomach and you're right. I shouldn't have forced the Princess or Shining Armor to let me tag along, they knew, didn't they?"

"We all knew, darling, but who are we to deny a princess?" Rarity joked, "Oh and Shining Armor is in an even worse position. If he said no you could send him to the dungeons AND cut him off, the poor devil."

After a time Cadence calmed down and a more jovial conversation started up. Her rage had dwindled enough, having had a chance to talk it through, that she could see Celestia and Luna's point, though she still refused to douse it entirely. She held it jealously ready to kindle again should Chrysalis prove herself to be the beast and tyrant Cadence knew she was. Cadence resolved, though, that she would fly back home just as soon as she had a chance to talk with Shining Armor. This was not a healthy place for her and her vacillating emotions to reside.

The chance didn't come.





Rocky once more relived a recurring dream. In it the sunstone sat on a crooked stone column surrounded by pyramidal monuments marking the cardinal directions. The well trodden grass around him gave way to a lush and vibrant tangle of colors in the distance and fragrant forests of flowering trees beyond that.

The stone pulsed gently with amber energy. Facing him from beneath it was Crystal Days, not Chrysalis in disguise but the real Crystal Days. She looked up to meet his gaze. As she did the stone and her azure eyes both fell instantly dark. The landscape dried and crackled, desiccated greenery crumbling to the ground. Crystal began to whither with them and she called out in fright.

He ran towards her, stumbling and fighting for each step but when he finally reached out to her she was nothing but dust, and as he screamed out to the sky the black stone filled his gaze and called out to him.

He jolted awake, dim blue light filtering through the window covering of his room. It was in fact the only room in the hive, the rest being communal space, including the throne room. It was made just for him, just big enough to sleep in and hold a shelf full of books. That's all he needed. He certainly didn't need an alarm clock, the nightmare woke him whenever the stone started calling to him. It might be at any hour he'd feel it's pull and he'd obey it, getting out of bed and heading up to work on his equations and experiments next to the baleful stone he could hardly bear to look upon.

He'd felt the cursed stone calling to him from the very beginning. He'd tried to write it off as paranoia but it had gotten stronger over time and he'd grown to believe it was his and Crystal's destiny to restore the stone to it's former glory, especially since the amber stone it was meant to be shone as Crystal's cutie mark. Surely that had been a sign? If so, then how could she have died?

Lately he felt the stone was a curse specifically made for him and that only when he solved it's evasive mystery would he finally be free. By this logic he half convinced himself that he was using Chrysalis as much as she was using him. He knew deep down that it wasn't true, that he was doing this because he'd always been on one quest or another and without Crystal and without a quest he didn't have anything left.

In short he was lonely. He'd been lonely before Crystal died. Her illness had lingered on and the zebras had avoided them save for his few close friends and the Shaman and even they stopped coming in the end. It wasn't just that, him and Crystal were growing apart before her illness. They'd always been together and now he knew she was feeling stifled in ways which he could not hope to rectify.

Even if she had lived it would have been their last quest together and they both knew it without having discussed it. So now here he was, helping a changeling queen for reasons that she never bothered to ask and ones he would only partially own up to to himself, crawling up a tight spiral staircase at dusk just because a cursed stone called to him.

"You're some kind of screwed up." He told himself.

"Skree, chickt-chickt!" one of the changelings hanging on the framework of the spire told him. He thought it was a word of encouragement, but he didn't speak the language so he'd never be sure.

"Thanks, pal, you're alright." He replied ironically and passed through the small hole onto the platform itself with the stone. He tapped it with a hoof for no good reason than to hear it's crystal chime and got out his notes once again.

Minutes later the sound several small explosions rolled down the valley, causing the hive to vibrate slightly. The changeling swarm that blanketed the tower chittered and juddered in confusion, looking in the direction of the explosions. At the mouth of the valley black smoke rolled above dust clouds that concealed rock slides. Many drones took the initiative and took off towards the commotion.

It never even occurred to Rocky that they were under attack until a rainbow maned pegasus lit directly on top of the stone and made to carry it off. He was too shocked and cowed by her determined expression to act immediately, but as she struggled to prize the stone loose he couldn't help but speak.

"It's glued in place." He volunteered.

"What, why?" The pegasus demanded as she continued to tug at the stone to little avail. The glue the changelings generally used to hold prisoners stretched slightly, but not nearly enough. The steel framework on which it sat groaned and deformed slightly with the pressure but likewise would not give.

"I didn't want it getting bumped and having to realign the silly thing so I had them stick it down, now leave it be before you do something to it." He said simply. The pegasus, for her part, simply redoubled her efforts, to no avail.

"What's going on out there..." A hard clink of hooves hitting the hard deck announced Chrysalis' hurried arrival. In her true, imposing form she spoke, "Ah, Rainbow Dash, wasn't it? I see you've taken to thievery. Please do remove your hooves from that stone before I have them removed." Chrysalis backhooved Rainbow loose from the stone.

"Give it back, Chrysalis, it's not yours!" Rainbow hollered, "I won't let you get away with...whatever it is this thing does!"

"Indeed?" Chrysalis spoke condescendingly, as Rainbow rose and hovered in the air, planning to bolt, "It's not mine, true enough. Mr. Rockford is it's rightful owner and he's quite alright with me borrowing it. You, on the other hoof, have no claim on it and you're trespassing besides. Perhaps you're volunteering to feed the ever hungry changeling hive? We appreciate the gesture and will be happy enough to take you up on it."

Without warning and from a dead stop Rainbow shot away from the spire, quickly building speed. Chrysalis was content to let her go as a complication she simply didn't need.

She turned back to Rocky, only to find the platform empty. The stone and unicorn both missing her green slitted eyes went wide with shock and rage. Turning back Rainbow Dash was rapidly shrinking against the grey horizon, but was she too far? She couldn't be sure. She aimed quickly and carefully and fired a bolt of raw green energy.

It went wide, and Rainbow turned to gloat. The beam, however, lost coherence as it passed her and exploded, it's shockwaves knocking her from the air and the drones were on her before she could either hit the ground or right herself.

They bound her with sinewy green goo like a fly in a web and dragged her back to the hive as night rapidly fell.

"This is trouble that I do not need." Chrysalis said to herself and shook her head. She had enough problems without this added encumbrance.





Triumphant in their yet to be marred success the small force of pegasi, now reverted to their natural forms, carried their prizes back to their cavern with Twilight and Applejack in the lead, Shining Armor covering the rear. Some unicorns and earth ponies as well as Cheyenne remained behind so as to be sure the entrance was undetected and to close it off if it was. Breezy had set off the charges and was now practicing his special talent, running. As fast as he was it would still be an hour before he would make it to the outer mouth of the cave. Longer if the changelings forced him to cover. Rainbow would be expected back in half that time, the pegasi had seen her dart away from the tower as they acquired the stone. They could simply hide out until the time seemed right to slip away into the night.

Cadence and her friends greeted them in the cavern turned war room and after a round of hugs Pinkie lifted the large black bag and set it in the center of the floor.

"Aw, guys, you brought me back souvenirs, you're so sweet!" She giggled and opened the bag revealing a sedated grey unicorn and a large black stone, "Huh, I like them but I think a hat might have been easier."

"Can you wake him?" Shining asked Twilight who shrugged.

"I can do it." One of the pegasi said and produced a vial which was held under the unicorn's nostrils, "Be ready, he's probably still under her power."

The unicorn snorted, shook his tangled mane and slowly got to his feet, eyes adjusting to the darkness and mind adjusting to it's predicament. "Wh...where am I?"

"You're safe now." Fluttershy said gently, walking to the fore, "The changelings captured you and hypnotized you into working for them, but they're gone now and we'll keep you safe, don't worry."

"Please, what's the last thing you remember?" Twilight asked.

"Well, I was on top of the platform with the sunstone and some things exploded and a crazy pegasus tried to take the stone, then Chrysalis showed up and started arguing with her." He squinted, trying to pry loose some further detail, "Then something bit me and I woke up here."

He paused and looked around the dimly lit stone room and all the ponies surrounding him. Then he noticed the black stone laying on the floor, it's adhesive having been cut though it left considerable residue. He narrowed his eyes, "That's not yours, you need to give that back, it belongs to Chrissy and me."

"Chrissy? He must still be under her influence." Shining Armor said and gestured for Twilight to come forward and try to break the spell.

"Chrissy's my wife." He attempted to clarify but only drew disgusted and horrified looks.

"Just hold still, I can fix this." Twilight said, approaching and lighting her horn to scan for enchantments. She gasped and stepped back, "He's not under an enchantment." She turned to the unicorn and asked, "You know you can't be married to a changeling, right? It's like bestiality or something. I don't even know."

"No no, Crystal Days was my wife. She's passed on, but that stone was hers, ours. It was her cutie mark for Celestia's sake, and you have no right to take it!" He said, growing increasingly agitated. The knot of ponies stepped back, giving him space, save for Cadence and Shining Armor, he grabbed up the stone in his magic and made as if to leave, "Now if you'll tell me the way back, I have a lot of work to do and I'm running out of time."

The armored pegasi moved to block his way. "We can't let that happen, sir."

"You have no right to keep me!" He screamed, "I've done nothing wrong!"

"That's not for us to judge, in the end." Shining Armor said, "But from our perspective it looks like you're consorting with the enemy, bordering on treason, so you'll excuse us for not simply releasing you."

"Treason? Now see here, if this sunstone does what it's supposed to do the changelings will be able to get all the love energy they need without harming anypony else." He emphatically said and slammed the stone down on the table, "This single item could bring peace between our two races if it weren't for your interruption."

The various ponies took this news different ways, but it was Cadence who finally spoke up for them, "Of course it would seem that way, certainly. I'm sure that's what Chrysalis told you..."

"That's what I told her, it was my idea from the very start." He interrupted.

"...But do consider what happens if you succeed. The changeling hive will be fed in the short term, but they will increase their numbers, will they not? Moreover, nopony and no whole race can be expected to sit idle, simply feeding and sleeping like infants. It's unnatural and sooner than later they will go back on the warpath with the numbers and strength that you're seeking to provide."

"Chrysalis has proved in the past that her aspirations range far beyond simple subsistence, I do not expect that your influence is sufficient to change that. She may feed on love, but she is a heartless beast. Whatever you think she feels for you, it is, sadly, a lie."

"Incidentally, I'm Cadence. I did not catch your name?"

"Rockford." He said and sighed, "Look, I know she's heartless and relatively evil, and I sure know she doesn't love me. I'm not even sure she likes me at all most of the time. But I think you've got the wrong idea. I've been fighting this stone from the beginning, long before the changelings. Regardless of why, or who it helps or hurts I'm certain it's my destiny to remove this stone's curse."

"I don't believe in curses." Twilight said simply, walked over and started studying the stone. It was all she could do to look at it, but she could sense and probe it with her magic and that was more useful anyway. She could feel in it a complex and densely packed spell that encumbered and overrode the underlying spell, which she could not fully discern.

It was powerful work but she felt she recognized it. It was dark, ancient magic, malevolent in intent and resisted her every attempt to unravel even it's edges.

"Where's Spike?" She asked and was pointed to the next cavern where he was probably asleep, she headed off without further discussion, "No time for sleep, Spike! There's research to be done. We need more books!"

The interrogation continued but it was shortly determined that aside from what he'd already said Rocky had little enough to add. There were no other ponies in the hive and they were indeed using the changelings in the lower chamber to feed the hive while they attempted to activate the stone. This, however, was one of their normal capabilities in time of famine and though it was drastic it did not amount to cannibalism.

After a time Rarity and Applejack started to murmur uncomfortably to each other. Pinkie's ears perked up, not content to be left out of the gossip, "What's up?"

"We was just speculating on what's taking Rainbow Dash so long to get back." Applejack said with an edge of worry in her voice.

"I certainly do hope she's alright. Cheyenne told me she escaped safely, but she should have returned by now." Rarity confided.

"You don't think she's been captured do you?" Pinkie gasped, "Not Dashie, she's too fast for some sluggy buggies to catch up with her. Oh, but what if they did? We've got to go look for her!"

"I know sugarcube, but it's too dark to do any good 'til morning. We're just gonna have to wait and hope for the best." Applejack tried to calm her.

"But what if she's out there all alone and scared, just waiting for us to save her and here we're just sitting on our hooves and hoping?" Pinkie mewled.

"I'm afraid Applejack's correct, we're simply going to have to wait until dawn, and who knows, she may be back by then." Rarity nuzzled Pinkie, "Just be patient. It won't help to go out there and get yourself captured too, you can do that for her, can't you?"

"I guess, but it's so hard when your friends are in danger!" Pinkie sniffled and hugged Rarity tightly to her.



The dawn saw them at the inner mouth of the cave and they finally saw what became of Rainbow Dash. She was hanging limp from the platform atop the changeling hive, tied by the roots of her wings. To further dampen their triumph, Breezy had yet to return.