The Last Changeling

by GaPJaxie


The Busy Bee

Popcorn, drizzled in yogurt. Wasp cookies. Ant egg soup, served with a sourdough roll. Rice and chopped apples, spiced with cinnamon and cayenne pepper. Unfertilized dragon eggs, hardboiled, served whole with a hammer for the shell.

Not a special hammer—a regular hammer. Like the sort that comes in a toolbox.

Busy Bee was a restauranter. Her parents loved her very much, but they did not understand pony food. To their minds, there were three requirements for a good solid meal: it had to be non-toxic, the foals had to be able to keep it down, and it had to be prepared with love. Everything else was optional.

They were so proud of her, when she got her cutie mark for cooking. They said that she was going to learn to make proper food and crack jokes about her silly old family. But when she went to Canterlot to study at the culinary school, she found their recipes dull. The teachers were wonderful of course, the instruction skilled, and her fellow students kind. But Equestria didn’t need yet another tapas restaurant.

And so she took her savings from a childhood of mowing Twilight’s lawn, and paid one month’s rent on an abandoned storefront in the bad part of Canterlot. Her whole clutch came to help, and in two days, they had the place looking brand-new—floors were polished, glass was cleaned, countertops were repaired. One of them found a giant piece of scrap wood in the dump, lacquered and painted it, and turned it into a sign to hang over the front.

“The Busy Bee,” it read, in flowing yellow-and-black script. Underneath it, smaller text read, “Changeling Food.”


She had a few changeling regulars. Mirror Strike would walk down from Canterlot University every day, order rosewater, and soak in the ambient energy. Gallant would swing by whenever he was in Canterlot, get the wasp cookies, and talk about old times. And changelings from the hive would always stop by when they were visiting the city.

But most of her customers were ponies. It was a pony city.

“Crispy spiders, please,” said a stallion at one table. “And could you, um…” He gestured with a hoof. “If that’s not rude to ask.”

“I dunno,” Busy Bee grinned. “Will you order a dessert too?”

He got the locust pie. In a flash of green, she transformed into a smaller, more elfin version of Princess Celestia. A few patrons applauded, and she took a bow.

“The cinnamon ball, please,” said a mare at another table. “And that comes with apple fries, right?” Once she confirmed that it did, she asked, “And could you like, do Country Charm? He’s so dreamy.”

Busy Bee explained that she couldn’t actually impersonate ponies, but she did turn into a version of Country Charm with blue hair. He flashed his trademark winning smile, and the mare swooned.

“Ant egg soup, please,” said a third patron, a stallion. “And, I’m sorry, but could I ask you a personal question?”

“Sure,” he grinned. “I do requests.”

“No, it’s not that. I was…” the stallion hesitated. “I was wondering. What’s your special talent?”

Busy gave him a flat look, exaggerated for the customers. “Cooking. Y’know I do like to think the food here is pretty good.”

“No. I mean. Yes. I mean…” He hesitated. “Most ponies can’t do magic that isn’t related to their special talent.”

“Oh, sweetie, I’m a changeling. We can all do this.” In a flash of green, he transformed into a near-copy of the stallion, save for a rather obvious palette swap. “But I’ll get you that soup, okay?”

“Okay,” he said. He was quiet after that.


The next day, he was back. He arrived at three in the afternoon, during the slowest hours of the day. He sat at the bar and ordered the apple fries. Busy Bee was a she again, in the form of a powder-blue unicorn.

He was a unicorn as well. Grey, with a bright purple mane, nearly pink. His cutie mark was a stylized eye, with a purple star where the pupil should have been.

“Is your name actually Busy Bee, or is that just the name of the restaurant?” he asked.

“Nope, that’s my real name,” she said, as she was cleaning up. “What’s yours?”

“Steady Eye.” He licked his lips. “I’m an accountant. But it’s not my special talent. Just something to pay the bills. My talent is pony watching.”

“Oh.” She assumed an lecherous grin, flicking her tail across her hindquarters and striking a pose. “Are you watching me?”

“Yes.” He nodded, once. “I hope it’s not presumptuous to say, but it seems like you actually enjoy that sort of attention. You’re not just playing it up to get ponies to tip more.”

“Sometimes I do.” She relaxed her pose and assumed a more normal stance, going back to cleaning up. “It’s not my thing, but I’ve been ugly and I’ve been pretty, and anypony who tells you looks don’t matter is full of it. Ponies treat you differently.”

“I believe that.” He scratched the countertop with a hoof. “I bet they treat stallions and mares differently too.”

“You bet. I am always a stallion when it comes time to negotiate my rent. This big, menacing pegasus. It helps.”

“Mmm.” He nodded. “Which are you normally though? Under the disguise.”

“Looking to see if you swing my way?” She smiled. He blushed. She laughed. “Sorry, champ, but I’m afraid that’s none of your business.”

“No way I could convince you to give me a shot?” he smiled, but stress showed under it. “You… you seem interesting. I’d like to get to know you better.”

“Hey, if you want to make a friend, I’m happy to chat. But we don’t do the whole ‘pair bonding’ thing. I’m not girlfriend material.”

Steady Eye paused. He frowned. “But I thought you were… you know.”

“Do I know?”

“I—I mean,” he stumbled over his words. “A pony. I thought you were a pony. Under the disguise.”

“I’m a changeling. I’m sure I’ve said that to you at least two or three times.”

“Yes, but biologically—”

“Sorry, champ,” she put her hooves up on the counter, and in a flash of green, transformed into a rather menacing looking pegasus stallion, “but I’m afraid my biology is definitely none of your damn business.”

He shrunk back in his chair, his muzzle pulled into a grimace. But after he recovered from the initial shock, he managed a calm, “Of course, you’re right. I’m sorry.”

Busy Bee frowned, and lowered his hooves back to the floor. “It’s fine,” he said. “And hey, here. This is my go-to when I get bad news.”

Bee gave him a candy bar made from cockroaches.


Gallant showed up the next Thursday with a mare in tow. He always had a mare in tow. And they weren’t just any mares. They were all young, beautiful, and rich, and somehow head over hooves for the ruffian from Ponyville.

Busy Bee didn’t see the attraction. She’d tried to, several times. But she didn’t.

The latest mare in tow could have been a model. Her coat was the color of snow and her mane was like flowing caramel. When she giggled, it was like bells ringing. And her hips were, to put it traditionally, “child bearing.”

She was all over Gallant. He was all over her. “Were you two going to order, or just make out in my restaurant?”

“We can do both,” Gallant grinned. Then he tugged the mare forward. “Demure, this is Busy Bee, an old friend from Ponyville. Bee, this is her Royal Highness, Princess Demure of the Orchard Isles: tamer of dolphins, cracker of coconuts, vanquisher of communists, and proud ruler of a nation with a total population of about three-thousand.”

“Plus two elephants,” she says, before giggling and nuzzling into his side.

“Plus two elephants,” he added. “They’re sociologists.”

“Well, your Highness, we’re honored to have you here.” Busy Bee cracked a smile of her own. “What brings you so far from home? I’ve only ever seen the Orchard Isles on the back of a globe.”

“Oh, life. Love. The universe.” She gave a happy sigh. “This charming stallion. He saved us from communists you know.”

“Yes, I know.”

“There was a submarine base, and—”

“Yes, I know.” Busy Bee laughed. “Since the day he left home. Is he taking you on a tour of the world?”

“Just Equestria. I’ve never seen it, and I have so many questions. I don’t know where I’m going to settle, or what we’re going to do about the throne. There’s so much I’ve never seen.”

Busy Bee paused. “Settle?”

“Well, obviously, I’m going to keep the palace back home,” Demure explained, “but I know Gallant can’t stay there. It’s too remote. He needs a home in Equestria too, and that means I need… oh.” She giggled. “Call it a summer palace. So I can keep my royal dignity. Somewhere the foals can get a Canterlot education.”

“The foals.” Busy Bee glanced between them. “You’re…”

“Oh! You didn't hear?” Gallant’s grin got wider. “I got hitched.”

Busy Bee didn’t smile back. The joy fell off her face. “Huh,” she said. Then she asked, “Gallant, could I talk to you in private real quick?”

The smile fell off Demure’s face as well, and she turned to Gallant for clarification. His confused stare offered no reassurance, but after a moment, he patted her with a hoof. “I’ll be right back,” he whispered. “Sorry. Hold on.”

Busy Bee and Gallant moved into the back of the restaurant. No sooner were they out of earshot then he snapped, “What the hell was that about?”

“I’m a little concerned you’re marrying this mare under false pretenses is what that was about.” Busy drew her mouth back into a line. “She thinks she’s going to have a nice little nuclear family with 2.5 foals and a house in Canterlot.”

“Yeah.” He nodded, drawing out the word. “Because she is.”

“A clutch doesn’t have two children in it,” she spoke slowly, like he was simple-minded, “Is she going to be a nursery worker? Or a teacher? Have you even introduced her to the rest of the hive? What about the rest of the family?”

“What? No.” Gallant frowned. “She’s not going to be any of those things, because she’s not a changeling, she doesn’t have a caste. She’s a pony. She’s going to have foals and then raise them.”

“And what about you?”

“Well, I was planning to be a part of that, yes.”

“You can’t just run off and start your own family in Canterlot.” She poked him in the chest. “Who’s going to take care of the children when you’re recovering? Who’s going to inspect them? Princess Celestia? You’ll be the only one who can teach them to make faces. And what if we need you to help raise a clutch back in Ponyville?”

“You’ll be fine without me. Bee…” He gently pushed her away. “This is happening. Demure is family now.”

“I get that, she seems very nice, but if you do this,” Busy Bee drew a breath, “your children will be ponies.”

“So?” Gallant snorted. “We’re ponies. You’re a pony.”


It’s quite the spectacle, when two changelings fight.

She turned into a dragon, he turned into a razor-tailed monkey to scramble up her neck and out of reach of her bite. She turned into a striking serpent that wrapped the monkey in its coils, and he turned into a tatzlwurm to grapple her right back.

It went on like that.


The bell above the door went ding-a-ling.

“We’re closed,” Busy Bee called, as if the state of the restaurant didn’t make that clear. Bits and pieces of the kitchen had flown all the way to the front, bouncing off of tables and hitting patrons. She was behind the counter, sweeping up a pile of broken glass.

“I figured,” replied Steady Eye. He was standing half-in and half-out of the door, forelegs on the hardwood and rear lets on the street. “But I saw you through the window, and you’re um…” He paused. “Injured.”

She was a little brown earth pony mare, with a slate grey mane and a cutie mark depicting a whisk and a dragon’s egg. Her sides were covered in scratches and bruises, and she had a rapidly purpling black eye.

“I got into a fight,” she said curtly, “I’m not seriously hurt.”

“I’m sorry, I know this is a private moment and I’m a stranger and… yeah.” He stared at her a moment, and took a breath. “But you really looked like you needed somepony to talk to. Even if it’s just a stallion you’re never going to see again.”

“Sure.” She laughed and lifted a hoof. “And hey, you wanted to know what I looked like, right?” With a flick of an ankle, she gestured down at herself. “This is it. This is me. Burned through all my energy reserves changing forms like ten times in a row. You wanted to know if I’m a mare? Well, I am. There you go.”

He stepped in and let the door swing shut behind him. “You sound upset about that.”

“I am upset about that. Because a creature I thought was my friend betrayed me. Betrayed all of us. There’s not a lot of us left!” She snapped the words like a whip. “And if we don’t keep the old ways alive, they’re going to drown in a sea of pony culture. I like ponies. Ponies are my friends. But I don’t want to be one of you and you’re diluting me!”

The last two words emerged as a ragged screech, shouted so loud her voice cracked. They were an accusation, leveled at Steady Eye in leu of his entire race.

So he said, “That’s something worth yelling about.”

“What?” she froze.

“I said, that’s something worth yelling about. Like, you’re very upset. And I can see that. But I think you’re upset about something worth getting upset about. I would be mad if I thought I was losing my culture. So.” He took a seat. “Could you tell me why you opened the restaurant?”

“I like food.”

“You could have opened another tapas place. Made a bunch of money. And there’s no such thing as traditional changeling food. This is all you.”

“Fuck you,” she snapped. “It’s me and my parents. They needed to make solid food because I can’t eat love, and they struggled, because they didn’t have the instincts and also didn’t have taste buds. And you know what most creatures would have done in that situation? They would have taken pony recipes and copied them exactly. Just given up.”

She turned back to her sweeping, furiously working the broom over the floor. Broken glass skittered across the hardwood. “And then there really would be no changeling food. But they knew that solid food was going to be a part of my life, and I was their daughter, and so they wanted to understand it. They wanted to make it ours. And some of what they made was worth preserving. And I serve it here.”

“The soup is good,” he agreed.

“Everything I make is good.”

“You know it’s not over. Right?” Steady Eye asked. “I know there aren’t… I know your people are in a bad way. But that doesn’t mean your traditions are going to die. You sound bitter, but I think what you’ve done here is amazing. You changed without changing who you are.”

“Okay, look,” she turned, “of all the patrons who have ever tried to get under my tail, you’re in the top ten, really. This is very charming. But I’m not girlfriend material. Because at some point, I’m going to go back to Ponyville, so I can help raise a clutch of eight to twelve children. They’ll be around six when I start raising them, because children younger than that are cared for by nursery workers. Once a month, I will line them up outside for Princess Twilight to inspect, and…”

She lifted a hoof, drawing out the silence to emphasize her words. “If I ever do somehow get pregnant, I am giving that child to a nursery worker to be raised in the proper fashion. And when they turn six, maybe they end up in my clutch and maybe they don’t. And I accept that because that is the way things should be.”

“Okay,” Steady Eye said. “And if I accepted that?”

“You can’t just say you accept that.” She let out a dismissive snort.

“Woah, I didn’t say I accepted it.” He lifted a hoof. “I haven’t even asked you out yet and you’re talking about our hypothetical future children. That’s a big escalation above casual conversation. Also you seem crazy and very angry and I don’t know you well enough to know if you’re a creature I’d want to be with.”

He laughed. “But as a hypothetical, if I accepted that, properly, would that matter? Or is my being a pony a dealbreaker? Because no offense, I’m getting the feeling you prefer ponies at a distance.”

“No, it would…” She sighed. “No, I don’t… I like stallions, okay?”

“Okay.”

“I even dated in school. Briefly. It didn’t end well.”

“Fine.”

“I’ve been kissed.”

Steady Eye made a face. “I really didn’t ask that, but okay. Good to know.”

“Yeah, sorry. Shared too much there.” She sighed and lowered her head. “I really can’t deal with this right now.”

“Then, I’ll leave.” He got up from the table. “But hey, I meant what I said earlier. What you’ve built here is wonderful. It’s a labor of love, if you can pardon the pun. I know, probably… well. Your feelings on ponies are complicated. But we’re not trying to hurt you. I like this place.” After a moment he added. “And the soup is good.”

“Everything I make is good,” she replied, adding, “thank you.”

The next time he came by, she said she was free on Thursdays. They went bowling.


Their son, whose name was Double Entry, really felt that accounting school had not adequately prepared him for breaking into an insane dictator’s palace.

Yes, granted, he could shapeshift. And yes, granted, he was quite physically fit, and had won several silver medals for flying in the Cloudsdale circuit. But he felt there should have been some additional steps between that and, “You can be the getaway driver!”

And so he stood under the Crystal Palace in the form of a pegasus, hitched up to a sky chariot and wondering who would take over the accounting practice after he got captured and executed.

Probably Cook Book. She was ambitious.

“Down below!” a voice called. One of his co-conspirators fell out of the sky, landing in the back of his chariot. Then came a second, then a third. Then came Princess Cheval, the last changeling queen, and the sole hope of his species for long term survival.

She was still bound up in plastic restraints, which felt wrong for a rescue.

Gallant was last in. “Alright. Let’s go,” he said.

It was at that moment that a wailing alarm sounded through the palace. Spotlights came on to illuminate the ground, and searchlights lit the sky.

“Let’s go quickly,” Gallant urged. Double Entry broke into a gallop, and the chariot left the ground.