The Majestic Rise of King Thorax

by Dropbear


Fancy New Toys

“Urrgh…”

“Nearly there, on three! One…”

King Thorax shifted on his throne with a frown, the crystal chair shaking under the weight of his massive bulk while the changeling at the front continued to count down. The twenty changeling workers below the throne all groaned and struggled to remain standing, their horns glowing with multi-coloured magic.

“Two…!”

‘It’s surely not that bad,’ Thorax thought to himself with a roll of his eyes, one hoof tracing his engorged chest, unable to reach his even larger stomach. ‘I need some workers that aren’t as weak as a newborn nymph.’

His frown turned into a smile at the last though, as his tongue greedily licked his lips.

‘Mhmm, nymph.’

“Three!”

There was a brief moment of weightlessness, before his throne hit the floor with a thud. There was a loud crack and an ominous groaning sound, Thorax looking out past his rolls to check out the room he was in.

The dining room of the Crystal Palace was gleaming and glinting with the light provided from glowing crystals set into the ceiling. A long table covered by a jewel-studded white tablecloth stretched out before him, a hundred red pillows on each long side. Directly opposite him was a pair of tall crystal chairs, in addition to a single highchair that drew his full attention.

“Soon…” he murmured, saliva building in his mouth with the anticipation.

Still, Thorax managed to tear his eyes away despite the hunger building within him, his focus turning towards the living beings that were already present with him.

The twenty changeling attendants ‘honoured’ enough to be chosen to carry him to the Crystal Empire were all collapsed on their sides, their tongues lolling out as they panted and wheezed. He rolled his eyes again. ‘Maybe I should give them some more energy after we head back, I’ll have plenty to spare after all.’ Then, he reconsidered, and instead examined the more interesting creatures that were due to be his future subjects.

Several crystal ponies were already present, all standing around the room with their mouths wide open. Thorax eyed the silver trays they bore upon their backs with a dismissive snot, the cakes and pastries upon them hardly fit for his… advanced palate. There was still no sign of his hosts, something he quickly sought to rectify.

The entire Crystal Palace seemed to rumble, with a few decorative banners even crashing to the dining room floor. A tray of sparkly cupcakes fell to the floor as their bearer lost her balance, and the twenty worker changelings immediately dived under the table for cover despite their fatigue. They were quickly joined by a few of the crystal ponies, mortal danger snapping them out of their shock.

A groan from below, almost as if the very planet below was in agony, was the final sound before silence finally returned to the dining room. There was a brief moment of hesitation, before crystal pony and changeling alike poked heads out from under tables and chairs after the threat of the building collapsing had seemingly passed.

King Thorax cleared his throat, having finished the hazardous task of sitting up straighter in his throne, and ignored the devastation as he spoke.

“There seems to be a noticeable lack of Crystal Empire royalty around in this sordid excuse for a dining hall,” he observed without even bothering to assume his ‘Thorax’ voice. “I would have thought that the arrival of the King of the Changelings would have prompted more of a… suitable greeting.”

Almost as if on cue, the sound of a door slamming open was accompanied by the clacks of galloping hooves. A large unicorn stallion rushed out into the dining room, his eyes glancing at all of the crystal ponies inside.

“Is everypony alright!? Are there any injuries? Is…”

Thorax noticed Shining Armour’s gaze falling upon him, the pony taking a startled step back.

“What the… Thorax?”

An indignant snort. “That’s King Thorax, to you.” His hooves patted his majestic, kingly stomach. “I’m no longer the mewling whelp that you remember, I am sure.”

“I…” Shining Armour paused, the crystal ponies in the room alternating their concerned gazes between him and Thorax. “I can certainly see… that.”

“Hmm, yes,” Thorax nodded. “I’m glad that you can, I’m glad that you can. Now…” It was a tough struggle to prevent his tongue from lolling out with the next sentence. “I take it that your lovely wife and, hmm, even lovelier daughter are going to be joining us?”

Shining Armour was almost about to take another step back, but he seemed to reconsider.

“Uh, yes they are. Sorry for not greeting you earlier, but we sort of had a ‘Flurry Heart escape attempt’ that me and Candace had to deal with.” He let out a nervous chuckle. “Heh, you know how foals are.”

King Thorax smiled. “Yes, but I must admit that I don’t mind some fight in them from time to time.” He let out a small chuckle. “Lots of energy is hardly a bad thing.”

“Yeah, I guess that you’re right,” Shining laughed, slowly relaxing. “Still, she can really be a hooful.” Another glance around the room, and Shining grimaced briefly at the upturned bowls of food and the fallen banners. “Let me just get this mess cleaned up, and we’ll-“

“It’s fine, it’s fine.” Thorax clapped his forehooves together. “Allow me. Subjects, if you would.”

As one, with heads bowed, his twenty attendants moved out without any addition mental coercion needed. Wings buzzed and hooves of vibrant colours were quickly stained with crushed foodstuffs as the subjects got to work, banners quickly being remounted and upturned furniture righted.

Shining Armour and the few crystal ponies still in the room barely had time to glance around at the flurry of activity before it was over, the changeling workers all returning to King Thorax’s side without a word. The room was once again back to normal, save of course for the absence of a tiny amount of the food.

“Oh…” Shining blinked. “Uh… thanks?”

Thorax waved a dismissive hoof. “it was no problem.”

There was a second of uncomfortable silence as crystal ponies and changelings alike stole disgusted glances at King Thorax’s form, before a beautiful voice caused his ears to perk up.

“Shining, is everything okay?”

But it was the light giggling of a young child that truly caught his attention, the floor under his immense throne threatening to crack even more as he sat up straighter.

From the same open door that Shining Armour had entered from, Princess Cadence trotted out with a nervous glance towards the tall crystal ceiling. However, it was not the ruler that drew the attention of Thorax, but rather the small pink figure sitting upon Cadence’s haunches.

Flurry Heart noticed him before her mother, the filly’s eyes widening as her hooves clapped together with joy.

“Tor-ax!” she giggled, her tiny wings flapping madly. “Big-er!”

‘Oh, you are so getting eaten, little one.’ Thorax allowed himself a brief lick-lip, Shining and the crystal pony attendants not seeing it thanks to their new focus on Cadence. The spikes of fear and apprehension that radiated out from the changeling workers didn’t go unnoticed, but they were ignored. With a smile to himself, saliva already building in his mouth, Thorax stretched out his forelegs to the sides.

“Princess Cadence!” he greeted with faux warmth, the Princess turning her head to first notice then secondly stare at him. “It’s so good to see you again. The same for you, Princess Flurry Heart,” Thorax waved a hoof at the giggling filly. “I’ve missed your bubbly presence, I must admit. I do hope that we can get… better acquainted during my visit.”

Struggling to pull his eyes away from Flurry, Thorax forced another smile at Cadence.

“Princess Cadence, do come and join myself and your husband. I know, I know, I’m looking quite a bit different since you last saw me.”
Cadence blinked, her ears giving a flick while Flurry Heart continued to giggle.

“I… ah, yes, you do look quite… different.” She tilted her head, trotting closer the stand behind Shining Armour. “I take it that sharing love amongst each other is… proving to be, um, most filling?

Thorax didn’t miss the way she looked at his subjects, and how she frowned upon noticing their sullen expressions.

“Do not mind them,” he told Cadence and Shining with another wave of his hoof. “Unfortunately they haven’t quite reached my level of magnificence, and it causes both them and me to feel much sadness. However, we are constantly working on it, and I’m sure that we will achieve great results in time. Isn’t that right, my subjects?”

“Yes, King Thorax.”

The simultaneous and monotone replies brought a warmth to his heart, and he laughed lightly as he met the disappointed gaze of a particular orange-chitined worker.

“See? They still have hope that one day they will reach their true potential. A wonderful goal indeed.” He watched Shining and Cadence exchange a glance, before he clapped his flappy forehooves together once more. “Now, might I suggest that we all take a seat? There is much celebration to be had, after all.”

“I suppose that we do have a feast waiting for us,” Shining chuckled, another glance going to Princess Cadence. “Do the rest of you changelings-“

“Subjects, sit.”

With Thorax’s interruption, every single one of the twenty changeling attendants hurried to the table, rumps hitting cushions as they hung their heads and waited.

Not a single one eyed the multitude of prepared food and drink with any interest at all.

Shining and Cadence soon followed after more uncomfortable glances, the two rulers taking up the seats at the opposite end of the long table. A field of pink magic lifted Flurry Heart into the high chair, the alicorn foal making happy gurgling noises as she flapped her wings.

“Oh, you,” Thorax chuckled with a grin. “You’re so adorable, I could just gobble you up!”


“So this is the place, then. Huh, fitting.”

Glittering walls, colourful banners, and a large amount of ambient love in the air.

Chrysalis narrowed her eyes at the tall crystal tower that loomed above the large city, the crock of her right hoof curling tighter around the grey control stick.

“I suppose that I should crash their happy party.”


Someone coughed into a hoof, and someone else took an unusually loud sip of water.

Thorax huffed as he chewed on a bland-tasting chunk of vanilla cake, one free hoof tapping the pink armrest of his throne while the other reached for a second slice.

‘It’s just not the same,’ he silently lamented while continuing to chew. ‘There’s just no special flavour to it.’

Looking around the room, he scoffed at more than just the sub-par food.

Predictably, every single one of his attendants were as sour as ever, the twenty changelings barely having touched any of the offered food and drink. Granted, they didn’t exactly need any of the physical sustenance, but at the very least they could pretend to be enjoying the ‘feast’. He made a mental note to punish them all later, their sulking being the cause of a noticeable lack of good cheer in the Hive.

Considering he was about to become a god, Thorax couldn’t see how they could possibly be unhappy.

‘Still, it’s not like they’re the only ones.’

It was true, and as he glanced over the invited crystal pony nobility he rolled his eyes.

Filling the side cushions that his own attendants weren’t already using, the assorted Lords and Ladies were all about as dour as the workers. Dainty forks speared bits of cake or honeyed fruits, but aside from a few whispers amongst individuals there was no lively conversation at all. Thorax didn’t even know any of their names, not that it mattered, but still he found it awfully dull.

Even the two Royals at the end of the long table were silent, Shining Armour and Cadence occasionally shooting him awkward glances before averting their eyes as if that would prevent him from noticing.

‘I wonder if they suspect something?’ King Thorax asked himself while he lifted up another chunk of cake with his magic. ‘They’ve been acting odd this entire time.’

Just as he finished the thought, his eyes went to the highchair and its occupant. A smile grew on his face as Flurry Heart looked up at him with a frosting-covered muzzle, almost as if she sensed his gaze.

‘Mhmm, I promised myself that I would wait until after the feast…’

The tiny alicorn giggled at him and clapped her forehooves (also covered with ample amounts of colourful frosting) together, Cadence and Shining looking over towards their daughter with small smiles.

With a full smile of his own, but for entirely different reasons, King Thorax finally made up his mind.

Oh, why torture myself so? After sitting through this boring excuse for a celebration, I deserve a little treat.’

With a gulp, his swallowed the cake already in his mouth and used his magic to dab the corners with a napkin. Thorax then pressed his forehooves together and sighed, his two hosts looking at him with tilted heads.

“Is something wrong?” Cadence’s eyes went to his gut at the question, Thorax cricking his neck as he prepared his horn.

“Oh no, nothing really,” he dismissed. “I just think it’s time for a little explanation of mine. You see, I didn’t just come here because of the celebration, you see.”

Thorax was well aware of all of the wide-eyed looks that his attendants gave him, but he paid them no mind.

“Oh?” asked Shining, as he placed his silver fork down. “Is this about… uh..”

“My new form?” Thorax grinned, always keen to talk about his own majesty.

“Your new form, your new voice,” Cadence answered for Shining Armour, the crystal pony nobles all watching on intently as her eyes narrowed slightly. “Your new… attitude.”

“Cadence? Why are you talking to him like-“

Cadence quietened Shining with a raised hoof, Thorax raising an eye at the new development.

‘Interesting…’

“No Shining,” she turned her head back to look at him. “I want to know just why King Thorax is acting completely different. Surely you’ve noticed it?”

Shining Armour remained silent, all the answer the Cadence needed. Thorax chuckled softly under his breath as her eyes focused on him once more.

“If I didn’t know any better, I’d be willing to bet that Queen Chrysalis managed to replace him, he’s changed that much.”

That theory finally caused Thorax’s chuckles to turn into fully-fledged laughter.

“Oh! Oh that almost made this trip worth it itself!” he shared, one foreleg wiping a tear from his eye. “Chrysalis, replacing me? Ha!” His smile deepened. “No, do not fret about me being replaced by that sorry excuse for a changeling. She’s probably skulking around in back alleys begging for scraps of lust from vagrants, or if we’re lucky she’ll just be dead in some lonely ditch.”

Everyone around the table save for Thorax, even the changeling workers, all shuddered at his gleeful words. Even Shining Armour and Cadence looked uncomfortable, and their hatred for the being that had sort to ruin their wedding was no secret.

“How could you say something like that?” Princess Cadence questioned while placing both of her forehooves over Flurry Heart’s ears, her frown growing. “In front of everypony?”

“Pah! As if it matters.” Flicking a hoof, Thorax met the frown with his smile. “But I understand your concern regarding the… differences that you’ve observed in me.” Subtly, Thorax increased the mental control over his subjects, the twenty workers all sitting up straight.

‘It would be so unfortunate if they somehow spoil the fun, after all.’

“So explanations then,” he continued while maintaining his smile. “Yes, indeed. Now, where to begin…? Ah, yes.”

He leaned back, only the magical properties of his crystal throne keeping his seat from shattering under the movement.

“I really should be thanking you, my friends, for allowing me to stay in your ‘Empire’ when we first met. At first I thought that sharing love and the Crystal Heart was the answer to my race’s unfortunate magical need, but after only a short time I realised just how naïve I was.” Thorax chuckled, his laugh full of warmth. With barely-restrained hunger, he focused on the frosting-covered filly in the room.

“Let me ask you a question. Look at your daughter beside you, how much power does she hold? How much pure magical force is contained within her young form?”

Both Shining and Cadence appeared taken aback at the question, Cadence furrowing her eyes as she glanced at Flurry Heart.

“Quite a fair amount. She is a natural-born alicorn, after all.”

Thorax’s grin widened, his tongue licking the back of his fangs. “A ‘fair amount’ is a bit of an understatement. She is possibly the most magically-powerful creature on this entire planet, at the moment. A raw bundle of sheer elemental force, contained solely within a soft shell of flesh and fur.” He closed his eyes for a brief second as he imagined the taste, before he reopened them with a dark glint in his eye.

“What are you getting at?” Shining Armour shifted a tad closer to his daughter as he asked the question, Thorax rubbing his quadruple-chin with a hoof.

No-one noticed his throne steadily start to power up with a solid pink glow.

“Infants, especially ones capable of magic in their adult stages, contain high amounts of magic in their initial years. It’s well known that the magic slowly diffuses into them or ‘leaks out’ as they grow, until the power within in them a few years later is just a fraction of its former self.”
He paused to allow them to take it all in, Cadence furrowing her eyes.

“How is the magic in infants even related to you acting like a completely different changeling?”

Everyone save for Thorax flinched at the light chuckle that followed the question, the laugh oddly chilling despite the humour within it.
“I realised it soon after I met Flurry Heart for the first time. I could feel the sheer power within her, more than even our ‘beloved’ former Queen during the Canterlot invasion. Sure, your subjects provided me with ample sustenance, and your Crystal Heart even more so, but they are next to nothing when compared to what your daughter will grant me.”

“Hang on,” Shining Armour shuffled his seat even closer to Flurry Heart, his brow furrowing in confusion. “What does-“

“Do you remember those two young foals that went missing during that snowstorm?”

Thorax grinned at the way his sudden question completely unbalanced his hosts, Shining Armour doing a double take while Cadence started to power her horn with slitted eyes. Glancing to the wide-eyed crystal pony nobles and his own blank-faced thralls, he refocused on the two pony rulers and made a show of slowly licking his lips.

“They were delicious.

Stunned silence.

Giving Shining and Cadence time to process his words, their mouths agape, he shrugged and tried to look behind him.

“That was when my wings started to change, not quite what I was expecting but welcome regardless. It merely proved that my theory was correct, and well…” Thorax chuckled lightly. “I couldn’t really just stop at two, now could I?”

“Oh sweet Celestia…” Shining Armour whispered with his eyes widening. “The missing preschool class…”

The memory of the ill-fated excursion to the crystal caves was a happy one for Thorax.

“Mhhmmm! Yes.”

The jingle of magic suddenly became audible, Thorax focusing on the still-giggling Flurry Heart as Cadence’s pink magical glow picked the foal up from the highchair. He smirked at the way Cadence held his juicy morsel to her chest and tried to shield Flurry from him with her wings, his own magic starting to power up as Cadence spat at him.

“You’re… You’re a monster!”

Another laugh, even as Shining Armour left his chair and leaped onto the long table with determination in his eyes.

“Perhaps I am at the moment,” Thorax mused as he rolled his eyes at Shining’s preparation to charge. “But in a few minutes, after I’ve eaten your daughter and absorbed her power, I will be your god. And I shall, be, glorious!

Shining Armour charged.

Plates, silverware, dishes, wine glasses, and food was sent flying off of the sturdy wooden table as Shining thundered directly towards King Thorax. The sudden burst of action finally prompted action from the shell-shocked nobility, the high-class mares and stallions all screaming and yelling as jumped to their hooves and scattered around the room to franticly escape via the exits. Even the changelings reacted despite the mental control, some instinct of self-preservation guiding them to jump away from the table and cower on the floor with heads under their forelegs.

Shining’s horn powered up in a second, a bright blue dome flaring into life around him. Behind him, a similar shield covered Cadence and Flurry Heart, bits of food sliding down the magical barrier as Shining’s plan of attack became obvious.

“Ha!” Thorax laughed, even as Shining Armour’s table-top charge propelled him to barely a few body-lengths away. “Really?”

First, was the wave of hot-pink magic.

King Thorax’s throne, having steadily yet subtly increased its pink glow over the course of the conversation, hummed with the absorbed magical energy of both King Thorax and the ambiance of the Crystal Heart. At the mental command of its gluttonous owner, it released just a fraction of the energy with a bright flash.

Shining Armour’s shields popped like bubbles, and Cadence jolted when her magical grasp failed and Flurry Heart dropped onto her lap as the wave washed over them. The sheer surprise caused Shining to stumble on his hoofing barely three body-lengths away from Thorax, yet it wasn’t as bad compared to what was to come next.

A pink glow surrounded Shining Armour for a split second, before he was violently flung off of the table. The surprised stallion could barely blink before he passed over a huddle of cowering changeling workers and slammed into the blue crystalline wall with a sickening crack.

“Shining!”

Cadence’s cry didn’t stir him, Shining falling to the floor to land limply on his side. He left behind a spider web of cracks on the wall, chunks of shattered crystal falling down around him. With haste, Cadence left her seat with Flurry Heart firmly hugged to her chest with her wings, Thorax letting her dash over to her husband with a smile on his face.

‘How entertaining.’

“Shining? Shining wake up!” Cadence crouched down and shook Shining Armour’s withers with her forelegs, tears beginning to form in her eyes. Flurry Heart, completely oblivious to the turmoil and the state of her parents, continued to giggle and gurgle happily.

“Urgh…”

With a groan, Shining began to stir, his face scrunching up Cadence continued to rock him.

“Shining?”

“Ca…Cadenec?” He tried to rise to his hooves, but fell back down not a second after with a wince. “Ah! I… how did he…?”

“I don’t know!” Cadence replied while shooting a glance towards King Thorax, who noted that her previous defiance from before had been replaced with abject terror. “But my magic won’t work either!”

Upon hearing this, Shining made to once again struggle to his hooves, his legs visibly shaking with the effort.

Thorax allowed him to rise, one forehoof making lazy circles upon his flabby chest, a smile on his face all of the while.

“You… monster!” Shining growled, Cadence standing next to him with one wing holding Flurry while the other was splayed out before Shining as if it was a shield. “We’ll stop you! You’ll pay for… for all of the foals that you’ve eaten!”

Thorax tilted his head back and let loose a booming, mocking laugh that seemed to shake the very room. Focusing back on the two royals, he rubbed his hooves together and waggled his long tongue from side to side.

“Stop me?” he repeated with a wide grin. “You can barely stand, and both of you are powerless without your magic. And don’t even bother trying to pull the same trick that you did on Chrysalis, unlike her, I am more than capable of absorbing any pure love you try to throw at me.” He leaned forwards with a chuckle. “You did help me learn about sharing love, after all.”

Cadence growled, one forehoof stamping upon the floor. “You are not going to get your filthy hooves on our daughter!”

“Hmm, really?” Thorax clapped his own forehooves together, as his horn charged up once more. “It’s not like you’re going to be able to stop me, is it?”

To demonstrate his point, Thorax used his magic to push both of them against the wall, Shining and Cadence grunting as they found themselves pressed against the cracked structure with no real way to resist. Still, Cadence didn’t relax her grasp even as Thorax increased the pressure, and he could see her gritting her teeth with determination.

“The hard way it is,” Thorax mock sighed, his fangs flashing in a quick smile.

A short, sharp, snap was followed up by a yell of pain from Cadence as the wing holding Flurry Heart was bent backwards into an unnatural angle. Flurry Heart dropped only to be snatched away by another strand of pink magic, Thorax drawing his prize towards him as Cadence thrashed and shouted.

“Flurry Heart!”

Flurry Heart giggled and reached out to Thorax with her hooves.

“Thorax, don’t you dare! If you harm her, I’ll kill you!”

He could only chuckle at the threat.

“You still think that you have any say in this? Adorable.” Ignoring the complaints and the protests, Thorax brought Flurry Heart right up to his face. Allowing her to touch his muzzle with her forehooves, he smiled wide at the oblivious child.

“What do you say, Flurry Heart? Time for nummy-nums so Uncle Thorax can become an all-powerful god?”

Of course, faced with a grotesque changeling king that sought to eat her, Flurry Heart could only laugh and gurgle.

Thorax turned his head to smile at Cadence and Shining. “Well, I think she’s quite fond of the idea myself.”

“Thorax! No!”

Ignoring Shining’s last attempt to sway him, Cadence having started to sob, Thorax lifted Flurry Heart up above him. “I’ve been waiting for this moment for so long.”

Opening his maw wide, Thorax prepared himself for his ultimate victory…

Only for the dining room around him to explode into thunderous noise.


The wall to his front-left exploded inwards with a colossal bang, chunks of crystal brick pelting against the table and his throne. His ears rang, and both forelegs went up to cover them as he dropped Flurry Heart down behind his right side. Debris bounced off of his bloated body without harm, his chitin deflecting it while his copious amount of fat absorbed all of the force.

“The nerve!”

With the shout, he looked over towards the source of the destruction, his eyes glaring at the gaping hole in the wall that now exposed the dining room to the outside world. From outside, he could faintly hear the screams and cries of the populace below as they no doubt panicked.
Failing to find the cause of the destruction, and with Shining and Cadence momentarily forgotten, he bared his fangs in a hiss.

“Who dares to interrupted my ascension, and stain my divine form!?”

Thorax was answered with a deep, booming growl from outside the palace. Horn glowing once more, he shifted into a better position in his throne as the sound grew into an echoing roar. He was prepared for whatever beast dared to assail him during his time of victory, his magical might growing and growing thanks to the energies of the Crystal Heart.

However, prepared as he was, Thorax wasn’t quite ready for the surprise that flew through the newly-created entrance.

A squat, blocky mass of grey metal rose up on twin tongues of flame from the courtyard outside, its main body shaped slightly like an armoured trapezoid. More crystal chunks exploded out into the dining room as the thing rammed its way through the hole that had been created, Thorax magically moving his throne backwards as the assailant forced its way into the room.

The twin blue flames at the back of the thing died out after scorching the once-blue crystal floor black, the entire room shuddering as the metallic bulk landed upon two squat metal bulges beneath it.

Thorax leaned back as he stared at the rounded dome that sat in the middle of the thing, the circular ‘face’ turning to look at him with a cluster of several dots. He felt a slight shudder run down his body as he realised that the dots reminded him of a spider’s eyes, the unblinking dots of black not breaking their gaze from him.

Then, with a hiss of air, the strange intruder moved once more.

The metal blocks below it were revealed to be bulky feet when two solid legs of metal unfolded to lift the main box up to tower over him. They looked to be heavily-armoured with the same metal that the main thing was made out of, and ‘knees’ were situated more towards the rear of the beast. With a whir, the legs rotated where they met the main body, and the ‘feet’ stamped down into a new position that seemed far more stable.

‘This is certainly… not what I was expecting.’ King Thorax refocused his glare on the thing, even as the top of it grazed the dining room roof.

“Creature,” he spat. “Explain yourself!”

More whirs, except this time from the main part of the thing itself. Then, an armoured panel on each side of the creature slid downwards, and two metal ‘arms’ extended out before locking themselves into a forward-facing position.

King Thorax found himself staring down a large black barrel belonging to the right arm, while the left was tipped with a menacing cone that held four smaller barrels in a square formation. Two panels on the thing’s shoulders slid open, revealing twin rectangles dotted with six holes each, while the two holes that flanked the circular dome glowed a threatening blue.

“Oh, excuse me, King Thorax.”

The harsh voice that emanated from the mouthless-thing held an electronic tinge, but there was no mistaking the femininity that it managed to retain.

Thorax’s eyes widened when it spoke, his head leaning forwards as he began to recognise the speaker.

‘Surely not…’

“I’ve merely arrived here today to say hello, catch up a little.” The white dome shifted, allowing the multitude of unblinking eyes to look towards the mass of changeling workers that were huddled in the far corner of the room. “See how you and my hive of unappreciative children have grown since you cast me out.”

The dots refocused onto him.

“And it goes without saying, you treasonous little tick…”

The cone on the left arm started to rotate on its spot, the four barrels moving with it.

“I’m pretty unamused with it all.”


‘Gah, what a disgusting creature.’

Chrysalis glared at Thorax while she adjusted her seating in her chair, the fat blob of changeling chitin sitting before her on a rebuilt throne. The display before her showed a superb view of the room considering she was surrounded with reinforced metal armour, it was almost as if there was nothing between her and the outside world.

“Kind of wish it was a little less clear,” she muttered to herself.

It was true, the creature before her less than pleasing on the eyes. Ensuring that her right hoof was wrapped tight around the black joystick that controlled her arm weapons, and that the numerous green crosshairs on her display were centred firmly over the bloated changeling before her, she asked the question that was the first in her mind.

“Just how did you get so fat?”

“Fat?” Thorax’s expression of stunned confusion morphed into a venomous glare despite the circumstances. “Fat!?”

“Yes,” she repeated with a roll of her eyes. “You’re very, very, fat.”

She had to readjust her rented mech’s stabilisers when Thorax sat up in his throne.

“I’ll have you know, you rotten peasant!” Thorax pointed a flabby hoof at her. “I’m the absolute picture of divinity! Far from your…” he almost seemed to retch in disgust. “Disgusting black chitin and your… horrid excuse for a mane! I’ve seen lavatory mops that incite more arousal!”

The entire room fell silent for a few brief seconds after King Thorax had finished. Even the changelings in the corner had ceased their whimpers, each one frozen with an expression of horror.

Inside her cockpit, Chrysalis narrowed her eyes ever so slightly.

“What. Did. You. Say?”

Thorax raised his muzzle into the air, a victorious smirk wide on his face.

“I. Called. You. A. Filthy. Hag.” One of his eyes raised up. “Bitch.”

‘Oh, it’s fucking on.’

“You dare!?” Chrysalis gently raised her mech’s arms to bring everyone’s attention to them. “Fool, do you not see what I am in control of? With this machine of war, I will crush you like the pathetic little bottom feeder that you are!”

Thorax snorted in response. “Pah! I doubt it, considering I’m a god compared to you!” He crossed his forelegs after another snort. “Besides, your ‘war machine’ is a drab grey mess compared to my magnificent form! Come back to fight me after you spruce it up with some gold or gems, so it doesn’t sully the area around me with its blandness.”

Chrysalis could only stare at him through the display for the next few moments.

“…All of the love energy has gone to your head and made you stupid.”

“Oh yes,” Thorax smirked. “Love energy indeed. Of course you’re too blind to even comprehend the circumstances behind my ascension.”

“And just what is that supposed to mean?”

A warning light flashed down at the bottom of her screen, prompting Chrysalis to look down towards her mech’s bulky right left foot.

One of her disloyal changelings had somehow crawled over towards her without either her nor Thorax noticing. Having partially wrapped his disgusting orange limbs around her mech’s leg, he was staring up at her with trembling eyes.

‘They don’t even deserve to be called changelings any more,’ she thought to herself as she glared back with distaste. ‘More like… chernglerngs.’

“Queen… Queen Chrysalis?”

Even though he couldn’t see it, Chrysalis still bared her fangs while speaking.

“Spit it out, traitor!”

The chernglerng flinched at the label, but still summoned the strength to continue.

“Please, My Q-Queen. We’re all sorry that we threw you out. We’re so…”

He sniffled, struggling with the words, before he finally laid his head against the leg and just started to openly sob.

“Chrysalis, Thorax he… he ate them. He ate the nymphs. All of them.”

More silence, save for the sobs of the one worker.

Chrysalis felt a cold calm wash over her, and her eyes glanced from the worker to the grinning Thorax and back. Her next words were steady and firm, her tongue giving a slight click at the end.

“See what happens when you don’t listen to your Queen? You and your fellows outright sicken me.”

“Wha-?”

Before the worker could finish his horrified question, Chrysalis diverted all of her stabilisation to her right leg with a few button presses.

With grace and balance that defied its bulk, the mech suddenly tilted towards its right as the left leg was raised off of the ground. One mighty kick later, and the shocked worker was forcefully flung off of the foot. Soaring towards the back wall, he crunched against the wall next to the crater that Shining Armour had made previously.

Watching the traitor tumble down to twitch in pain on the floor, Chrysalis took a brief moment to stare at the two ponies lying next to him.
Both Shining and Cadence were staring at her with their mouths open wide, their frozen forms giving her a brief moment of satisfaction.

‘After I deal with the tick, I believe some revenge is in order. Be a good pair of ponies, and stay there for now.’

Resisting the urge to voice it out loud, and realising that there was a more pressing matter that demanded her attention, Chrysalis refaced Thorax and lowered her weapons back down onto him.

“I’m sorry I was distracted.” Disgust welled up inside of her as she once again laid eyes upon his bloated form, this time with new information fresh in her mind. “Where were we again? Ah, yes…”

Her left hoof flicked a switch, and her cockpit was bathed in a menacing red glow.

“Die.”


A thunderous roar filled the broken dining room, almost as if the very air itself was being torn apart. Thorax barely had time to raise a hasty pink shield before something impacted against it with terrible force, a multitude of rapid hits quickly hammering it into nothingness.

With incredible force of will he managed to roll out of his throne just before the shield gave, said throne quickly disintegrating into shards of battered pink crystals as Chrysalis’ weapon tore through it like paper. He looked back to find that even the floor of the dining room was giving way to the barrage, huge rents being torn into the solid crystal as sparks flew and changeling workers screamed in fear.

Then, surprisingly, the thunderous noise died out to be replace by a solid ringing. Wincing and removing his forehooves from his ears, Thorax rolled over to look up above as a shadow fell over him.

“-rax. Did you really think that you could beat me, Queen Chrysalis?”

The ringing lessened enough that he was able to just make out the question, King Thorax glaring up at the metal machine with defiance. The steaming multi-barreled weapon on the left arm was slowly ceasing its spinning, while the large one on the right was glowing a steady blue.

“Unfortunately, my other weapon is not going to leave much of you left. I was hoping to build a new throne out of your chitin. Pity.”

Preparing to summon another shield, as it would at least buy him a few more moments, Thorax reached behind him desperately for something that he could use.

After touching a bunch of useless crystal shards, his hooves made contact with something soft.

Something fluffy.

Something that giggled at his touch.

‘Yes!’

“Ha-ha!”

With the cry of success, Thorax lifted Flurry Heart out before him, thrusting the alicorn foal towards Chrysalis.

“Guess again, Chrysalis!”

There was a brief pause.

“A child?”

Thorax brought Flurry Heart back towards him, the gurgling foal trying to hug his oversized neck. He smirked up at Chrysalis, eyes glinting with a knowing light.

“Oh, not just any child. This child,” Thorax held the giggling alicorn above his head. “Is the secret to ultimate power.” He licked his lips. “And the tool of your demise.”

Before Chrysalis could react, and before Flurry Heart could utter another giggle, Thorax opened his jaws wide and swallowed the foal he held whole in one gulp. The lump travelled down his throat without a sound, and with one loud belch it was over.

“Flurry Heart! No!”

“Oh, still alive, Cadence?” Thorax said without looking behind him, wiping his mouth with the back of a foreleg. Looking back up at the thing that Chrysalis was in, he ignored Cadence’s sobs as he felt the power surge through him.

He grinned.

“Don’t worry, Flurry Heart served her life purpose.”


“Bleugh!”

Chrysalis held no love for the cursed spawn of her least-favourite pair of Equestrians, but even so the manner of demise wasn’t pleasant to witness. Feeling her own stomach threaten to revolt, she instead focused on the important thing.

Thorax was still lying before her, and instead of just blasting him to bits, she intended to make his last moments memorable ones.

The upstart grunted as a heavy mech foot planted itself down upon his chest, the clawed sides of it digging into his chitin. Chrysalis stared down without a shred of mercy, and increased the pressure by transferring more of the mech’s weight to the right foot.

“Now you’ll die,” she informed him, coldly.

“H-ha!” Thorax was visibly starting to show the strain he was under, bright green cracks beginning to form in his chitin. “R-really?”

All of a sudden, before Chrysalis could even blink, a bright pink flash lit up the room. Her eyes widened as the wave passed over her, the sheer amount of energy that it contained was staggering. But, more surprising than the wave, was the fresh and booming laughter from beneath her.

“Oh, poor naïve Chrysalis.”

Chrysalis glanced down at the shaking of her mech, her eyes widening as she beheld King Thorax.

With one foreleg and no visible effort, Thorax was holding the large metal foot off above him. Somehow resisting the incredible amounts of pressure that she had him under, he merely smiled at her as his chitin began to knit itself back together.

“Didn’t anyone ever tell you to not pick a fight with a god?”

Then, she was falling.

Chrysalis barely had enough time to register the clear blue sky before she hit the paved cobblestone of the palace courtyard.

The back of her mech slammed down with a solid crack, the stone beneath it shattering upon the impact. All at once, numerous flashing lights lit up upon her control panel, an alarm droning out from hidden speakers above her.

“Re-orient. Re-orient.”

Chrysalis had to shake her head to refocus, her hoof going to her snout and coming away with a smear of green blood. Gritting her teeth, and giving thanks that the padded control chair she was in seemed to have saved her from more serious damage, she looked back up towards the palace even as her ears picked up the screams from the city streets behind her.

From the hole that she had shot in the wall, bright pink light was pouring out with a shining brilliance. Then, without even needing to use his wings and seemingly defying every law of physics, the grotesque form of Thorax floated out into the air high above her.

Small shards of rubble and shattered crystal slowly orbited the glowing changeling, sparks of pink energy sparking off the debris to surround Thorax in a crackling miasma. The same pink glow shone from his eyes with a fiery brilliance, and an earth-shattering roar of triumph rocked the entire city as soon as he threw his head back.

“Finally! All of you, gaze upon your god and be amazed!”

“Re-orient. Re-orient.”

“I know, I know!”

Green specks of blood splatted against the control panel as she gave a snort, her teeth clenched as her hoof reached out above her to slam against the flashing red button to her right.

“Adjusting position. Firing.”

Chrysalis braced herself as a loud rumbling sounded from below her, before numerous tongues of blue flame ignited along the mech’s legs and back. With sudden jarring movement, only her seat restraints kept her from smashing headfirst into controls as she suddenly found herself sitting up vertical again.

Recovering with a shake of her head and looking down, Chrysalis saw that her machine’s feet were once again firmly planted on solid ground, the cobblestone beneath them battered and cracked. A further glance up to her holographic side displays showed that, despite the five story fall, her mech had only received some minor damage that had barely scratched her paint.

‘Well,’ she acknowledged silently as flicked her tongue to try and get rid of the taste of her own blood. ‘I did ask for reliable after all.’

“Ah, Chrysalis! Still alive I see? It seems as if that tin can of yours is worth something after all!”

Her face twisted into a frown once more as she looked up towards the floating monster above her. Thorax was grinning down at her, his wide maw dripping pinkish goo onto the streets below.

“Gah, you get worse every time I look at you,” she spat.

Thorax laughed once more, the last few windows of the Crystal Palace shattering. “Tch, still relying on petty and baseless insults I see.”

“Grr!” Her right hoof clenched around the control stick, her left going for a row of buttons in the middle of her console. Flicking up the clear button covers and looking back towards her nemesis, Chrysalis summoned every last bit of venom she had left. “I’m going to destroy you, you insolent little worm!”

A scoff was the response that finally pushed her too far.

“Pah! You, kill me?”

Chrysalis slammed her hoof down upon the row of flashing buttons, her other hoof squeezing the trigger of the control stick.

Hundreds of fat rounds from the right arm buzzed towards Thorax with a ripping roar, while the weapon on the right flashed a blinding blue as it hurled explosive energy bolts towards the self-titled god. Rents were torn in his chitin, and smoke filled the skies as the thunderous booms echoed around the entire Crystal Empire.

“Die! Die! Die!

Chrysalis roared through the speakers, right before her mech’s shoulders were wreathed in thick smoke.

A dozen slender rockets screamed out from each pod, the munitions adding to the chaos in the sky. Everything was fire and explosions, Thorax completely covered by billowing flames and choking clouds of thick smoke.

Keeping up the barrage of firepower for a solid twenty seconds, Chrysalis only relaxed her grip on the trigger when several warnings flashed into view on her display. The ends of her weapons were glowing white hot, the air around them sizzling and crackling.

She breathed out, her chest rising and falling in quick succession. Wiping her brow with the back of her foreleg, Chrysalis blinked her eyes to get rid of the after-flashes before she searched the skies for Thorax’s no-doubt brutalised remains.

Slowly the smoke where he had once floated started to clear up, the occupants of the city around her still yelling and carrying on as the noxious black fog drifted up further into the sky to cast a shadow over the sun. Leaning forwards in her chair, Chrysalis held her breath as the last wisps disappeared…

“Ha… Ha! Ha ah ah ha!

Only to reveal a seemingly-unharmed Thorax, the fat blob still floating in the air without the need for his comically under-sized wings.

“I… oh, I didn’t even have to raise a single shred of shield!” Thorax threw his head back and laughed again, his forelegs clapping together. “I took it all to the chitin, and you didn’t even scratch me! Truly I am all-powerful!” Another booming laugh, before he suddenly doubled over and the laughter turned into a sputtering cough. “Gah, I… urgh. Heartburn.” Grinning widely, Thorax refocused on her and shrugged. “Heh, must have been something I ate.”

“This is completely ridiculous!” Chrysalis screeched openly as she smacked her hooves against her chair. “There is no conceivable way that eating nymphs and foals can make anything this powerful!”

“Ha, that’s what you think!”

Thorax pointed down at her with a hoof, a crackling miasma of pink energy slowly swirling around it.

“Prepare yourself, Chrysalis, for it’s about to get worse for you!” A low, droning hum steadily grew in intensity with his words. Chrysalis braced herself in the chair with a grimace, hoping that her armoured machine would survive whatever Thorax was about to throw at her.

“For I am God! For I am eternal! I am- ach!”

Once again, Thorax tapped his chest with a hoof, another coughing fit interrupting his victory speech.

“I really should- agh, really should chew my food.”

Chrysalis furrowed her eyes as Thorax continued to cough and heave, his face twisting into an expression of agony.

“Oh, it’s r-really starting to burn now! I think… oh, ouch! Ouch ouch ouch! Oh, I… Tatarus-damn it!”

Then, tipping over, his bulk began to fall from the sky as his limbs spasmed and thrashed. As he slowly fell, Chrysalis could just make out his squirming and bulging chest as Thorax continued to writhe in the air.

“Arg! This cannot…!”

He hit the ground before her with a thud, his side crashing onto the cobblestone and shaking the surrounding buildings. Flopping over onto his side, forelegs still grasping the middle of heaving chest, Thorax managed to fix her with a confused and pained gaze.

“How?” he questioned with a wince, his voice having grown weak. “How could this… be?”

Several things then happened in quick succession.

Having likely seen the fall of Thorax, Shining Armour and Cadence burst out from the palace’s front doors with the changeling workers hesitantly following behind. The two royals both had heavy tear trails under their eyes, and when they halted a few body lengths away from Thorax, Cadence sank down onto her knees and began to weep again.

The changeling workers huddled up in a group behind them, their injured member carried on the backs of two others, their frightened gazes going from Chrysalis to Thorax and back.

Chrysalis was oblivious to all of this however, her eyes locked upon Thorax’s still-moving chest. Even though the traitor’s forelegs had gone limp, and his eyes were lifeless, it still seemed that some aspect of the self-proclaimed god continued to survive.

That was until, of course, Thorax’s chest burst open in a shower of green flesh and gore.

The grisly display horrified all that witnessed it, Chrysalis not retching purely because the shock of the event overrode her disgust. But the worst was yet to come.

From the gory hole in the ruptured chitin, from deep within the ruined chest of the once-proud King Thorax, a single sound floated up from within the fleshy confines.

A bubbly child’s laugh.

A little pink horn, stained with green gore, was the first thing to exit the chest-hole. It was quickly followed up by a curly mane and a pink head, Thorax’s fallen body continuing to flex and move.

Wings and a small pink body followed, and with a wet smack Flurry Heart tumbled down from her exit onto the cobblestone. Her stomach was noticeably engorged, and with a shake of her bloodstained body she got to her hooves with a smile.

“Gago!”

With the happy greeting towards Chrysalis done, Flurry Heart stumbled over towards her two parents with her smile widening. Cadence and Shining didn’t react at first, Flurry Heart smearing Cadence’s flank with Thorax-juice as she nuzzled against it, but it took a few moments for it all to sink in.

A light smack signalled Shining’s back hitting the ground as his white coat turned even more pale, while Cadence remained frozen in place. Flurry Heart continued to nuzzle Cadence, her tail painting Shining’s coat with specks of gore as it flicked and wagged.

Chrysalis’ attention was dragged away from the scene and back towards Thorax’s corpse, as yet more movement jiggled his oversized chest.

This time it was the curved black horn of a nymph that exited the new opening, the young changeling following Flurry Heart’s leave and sliding out of the chest wound to fall to the ground with a smack. The first changeling was the start of a flood, young nymphs rapidly forcing their way through the same hole at an increased pace. Their little chests heaved as they managed to escape their former fleshy prison, a few beginning to tear up as they joined their brethren on the cobblestone ground.

Chrysalis gave her head a shake to clear her mind, before she slapped herself with a hoof.

‘I… uh…’

Her mind wisely decided to file the recent events under the ‘deal with it later’ mental folder, and instead she refocused on one of her original goals.

Pausing to take a few deep breaths as nymphs continued to wiggle free of Thorax and land in a pile, she directed her mech to face Cadence and her former changelings. With a flick of her control stick, Chrysalis raised her mech’s left arm to point at the terrified huddle of workers.

“You,” she uttered without a shred of emotion. “Take the nymphs back to the hive and feed them. When I return, I expect you all to be back to normal and working away to restore my throne room to an acceptable state. You will all be punished later for your betrayal.”

The workers all bowed their multi-coloured heads in shame, but were wise enough to not utter a single sound.

Chrysalis moved her focus to Cadence, the Princess still gazing straight ahead.

“Be thankful that I have more important things to attend to than completely annihilating you and your pathetic city. Pray that I continue to extend this mercy into the future.”

Chrysalis waited for a few moments for a response, but received none. Brushing it off, she directed her attention to the third and final recipient of her wrath.

“And as for you…”

Flurry Heart stopped nuzzling Cadence’s flank to turn around and giggle at the address, Chrysalis shifting uneasily in her seat.

“Stay the fuck away from me, you Tartarus-spawn.”

Flurry Heart giggled.

With that, Chrysalis turned her mech around and directed it to march forwards through the Crystal Empire streets.

“My Queen?”

She paused, and turned her mech around to face one undamaged house. The faces of her loyal infiltrators greeted her, the changelings nervously looking around the corner of the structure.

“What happened?”

Chrysalis fixed them with a steady gaze, even though they were unable to see it.

“The traitor has been dealt with,” she informed them without hesitation. “Assist your less-loyal fellows with the clean-up, and then return to the hive. I expect you to ensure that the betrayers behave themselves until I return.”

One of the females tilted her head. “My Queen, you aren’t going to come back with us?”

“No, not at first,” Chrysalis answered as she faced towards Equestria. “There is something that I have to take care of first…”


“Um… Starlight?”

Nose in a book, Starlight barely flicked an ear at Spike’s distant call.

“Hmm?”

There was a pause.

“There’s… there’s something here to see you.”

That caught her attention.

‘Something?’

Lifting her head up and lowering her book back onto the table, Starlight dropped down onto her hooves and made her way towards the hallway. Seeing Spike at the far end near the main doors, she trotted towards him with her head tilted.

“What do you mean, something?”

Spike stepped away from the half-open door as she approached, a quick glance going her way before he hurried back down the corridor with a look behind him.

‘Huh, weird.’

Brushing it off as just Spike being Spike, Starlight opened the door fully with a smile on her face.

“Hi there, you were… oh…”

Her eyes slowly went upwards from the squat grey legs, a bulky box of a thing towering above her. Moving her gaze from the glowing-blue pipe-thing that was pointed at her face, she slowly looked up towards the round white dome that possessed a bunch of unblinking black eyes.
Swallowing the lump in her throat and strengthening her suddenly-trembling legs, she struggled to retain her smile.

“Can I… help you? Um…”

“Starlight Glimmer.”

Starlight flinched at the harsh and grating electronic voice, but there was something far more sinister to it.

Then, she realised.

“Queen Chrysalis?” Starlight squinted her eyes at the alien thing. “Is that you?”

“It is indeed.”

Starlight flinched again and nodded, before she looked up hopefully while taking a small step back.

“I… assume that you’re not just here for a nice talk about friendship over tea?”

The large pipe’s blue glow grew brighter, never waving away from her face.

“Not exactly…”