Chrysalis: Rise of the Changeling Queen

by Mystic Mind


Chapter 3

Chrysalis returned to her chambers with her head held high. Everything had gone exactly as she’d hoped. But more than that, the journey back had given her clarity. All that was left was to tell Thorax all about her plans, and she could, at last, save the faeling race. She found him in the throne room, waiting for her.

“Ah, my love, there you are!” he threw his arms open to embrace Chrysalis in a hug. “I have exciting news for you!”

“As do I,” Chrysalis returned the hug, giving him a small nuzzle. “The ritual was successful! I finally have the means to feed our kin.”

“That’s amaz— wait, what ritual?” Thorax looked at Chrysalis with a blank expression.

“I summoned Discord! Alas, Frenulum died in the process, but her sacrifice has granted me power beyond my wildest imagination.”

Thorax shuffled in discomfort. “You… how can you talk of killing one of our own with such… such frivolity? I don’t know what Discord has done to you, but our population has dwindled so much already—”

“No, listen,” Chrysalis silenced him with a raised hoof, her crown glowing in response to her heightened emotion. There was neither malice nor anger in her tone.  “I did not intend for Frenulum to die. Of course, the loss of any faeling is tragic. That’s why I used the word ‘sacrifice’, specifically. One falls so all others may rise!”

“I suppose…” Thorax said meekly, breaking eye contact. “Tell me, then, what is this new power Discord has given you?”

Chrysalis was sure he already knew, but told him anyway. “It’s this crown. It takes the form of a headdress and armour now, but I can feel its magic flowing through me, rejuvenating me! With this new magic, we can finally take the love that is rightfully ours, no matter what the savage ponies do to each other.”

“Stealing love?!” Thorax’s jaw dropped, his eyes widened. “Impossible! We can’t just force ponies to love us. I-it doesn’t work that way. Besides, this is chaos magic we’re dealing with. Who knows what side effects Discord has cursed us with?”

“Side effects?” Chrysalis’ eye twitched. “Side effects?! See for yourself, Thorax! I haven’t felt this healthy in months. Feel how smooth my chitin is, the fullness of my belly. Does this look like a negative side effect to you?”

“No, you misunderstand!” Thorax pleaded. “I’m referring to long term effects. Chaos magic has never been used like this before. How do you know it won’t poison us? And what about the ponies whom we drain love from? When they find out, it’ll just amplify tensions further, making both the war, and the long winter, so much worse. All our attempts at mediation will have been for nought!”

“How much worse can it get?” Chrysalis scoffed, shaking her head. “Their wars are driving us to extinction. I’ve tried to reason with them, believe me, I’ve tried. But they just won’t listen! They do not, cannot comprehend the level of pain they’re inflicting on us. They don’t see love as we do, Thorax. If they won’t cease this bloody, hopeless war, then this is the one chance we have to secure, not just our future, but the future of all faeling kind. We and only we can decide how to do that.”

Thorax opened his mouth to retort, but none came. What had Discord done to Chrysalis? Where was the kind, resourceful and gentle faeling mother gone? “No!” he said at last. “I can’t allow this – we can’t allow this. I know you’re desperate, as we all are. But stealing love? That’s a line we should never cross.”

Chrysalis glared at Thorax, her expression growing darker. “You fool,” she sneered. “Your naivety will be the death of us all.”

Despite his trembling hooves, Thorax stood tall, puffing out his chest. “I know the ponies will see sense once they’re confronted with the truth. As much as it pains me to say this, Chrysalis, I must ask you to stay away from the pony settlements, while I finalize plans for the next delegation. Ponies are not our enemy, so we mustn’t turn them against us.”

Chrysalis gritted her teeth, a brief flare of magic building on the tip of her horn. However, she soon relented, relaxing her posture, and taking a deep breath. “Alright,” she said at last. “I won’t go anywhere near the pony settlements. I will turn my attention to the faelings within our hive, at least until your business is concluded.”

Thorax breathed a sigh of relief. “Thank you, my love. Trust me, once we identify the source of this endless blizzard, we can all return to our former selves.”

But Chrysalis wasn’t listening. She had already turned her back on Thorax, walking out of the throne room. Of course I won’t be meeting with any ponies, she thought, chuckling under her breath. I have others to do that for me.


 The landscape of pony settlements had been in flux for months, but there was one city which remained constant throughout the pre-unification war: Old Trottingham. Perched on the eastern coast’s magnificent white cliffs, it had the largest unicorn population anywhere on the continent.

A perfect place for Chrysalis to begin her experiment.

Besides her promise to Thorax, she had another reason not to go herself. If her disguise broke, a lone faeling wouldn’t be an unusual sight. The sight of a Princess, however, would attract too much attention. Instead, she contacted a resident faeling, Arista, to carry it out on her behalf. The goal was simple: draw out the love from ponies by any means necessary. She, of course, accepted with no objections. Like all faelings, they were starving and desperate.

For Arista, they took the form of an elderly grey mare, draped in a simple ragged cloak to conceal their features, granting them all the anonymity needed to scout potential targets.

“If ponies are too stubborn to listen to our please,” their Matron Mother had said, “Then we will exploit their hubris and perhaps teach them a lesson.” They couldn’t agree more. The ponies could destroy each other for all they cared! Those who saw the bigger picture would thrive in their absence.

 Arista’s opportunity arose not long after arriving, overhearing a conversation outside a small café. The prognosis for the city’s oldest mare was not looking good. Pushing Daisies was her name, and if the chatter was to be believed, she had less than two weeks left to live. Well, what better to spur a fresh surge of love than for her to miraculously survive?

There was one problem, however. Could they wait the two weeks it would take for the old mare to die? Chrysalis would certainly be waiting on her report back, while every day that passed, another faeling would die of starvation. Chrysalis’ magic had given Arista a temporary boost, but it didn’t abate their own hunger entirely. They felt her stomach give a deep rumble. When was the last time they’d fed on love? They couldn’t remember.

The alternative solution was hardly any easier. Could they really kill an innocent old mare to prolong their own life? The very concept of murder made their chitin crawl. They could find somepony else to mimic and feed on. Perhaps a long-lost child who was murdered at the hooves of pegasi? Given the circumstances, there was bound to be a few ponies like that somewhere.

They felt their stomach rumble again, louder this time. No, they couldn’t wait any longer. Chrysalis’ magic wouldn’t last forever, and this city was brimming with so much love, they were salivating at the thought alone. It was a bitter form of love, one of nationalistic grandeur and self-importance towards one’s own kind. The earth ponies weren’t kidding; unicorns were the most stuck-up of the three tribes.

Arista had made their decision. Luckily for them, the two mares were still outside the café. They listened for a bit longer, just enough to gain more info about the dying mare’s friends and family. All they needed was a name, and once they got it, they snuck into a shaded back alley, discarded their cloak, and transformed.

When she emerged, Arista had assumed the form of another elderly mare, this one with a yellow coat and a short, white mane. Approaching the younger mares, they cleared their throat and said, “Excuse me.”

The mare on the right, a pink pony with a cream-coloured mane and a strawberry cutie mark, turned to look at Arista first. “Can I help you?”

“Sorry to bother you,” Arista said with a slow, gentle voice, paying close attention to their vocal fry. “My name is Flourishing Flowers. I couldn’t help but overhear you discussing my dear old friend, Pushing Daisies. I hear her health is failing her.”

“Oh,” said the second, peach-coated mare. She pushed back her amber bangs to reveal a sombre expression. “I’m sorry, we meant no disrespect. She’s actually my great aunt, so I understand how you must feel.”

“That’s quite alright,” Arista let out a small sigh. “I suppose the end comes for us all, in time. But I shall not trouble you fine mares for long. I’d just like to know where she’s being looked after, so I might see her face one last time.”

“Of course,” replied the peach-coloured mare, pushing her chair back and rising to her hooves. “We can show you the way, if you’d like.”

Arista shook their head. “That’s awful kind of you, but I can make it there okay. I just need directions.”

“I’ll write them down for you,” the Strawberry mare reached for her saddle bag. Unlatching the cover, she pulled out a small notebook and a pencil, scribbling down the rough directions with her magic. “Here you go. She’s currently residing in the Greater Trottingham Care Home. It’s a bit of a trek from here, but if you follow the landmarks noted, you’ll be there in no time.”

“Thank you so much,” Arista took the piece of paper in her magic, briefly studying the notes before folding it up. “I will pass on your well wishes to Daisies. She’s so lucky to have such kind and supportive relative like yourself. If only the other pony tribes were as considerate.”

“You’re very welcome,” the peach-coloured mare blushed, rubbing the back of her head. “And yeah, I agree. The dirt lovers and featherbrains are always scrapping for a fight. That sort of behaviour would never get far in a Unicorn school!”

The strawberry mare cleared her throat. “But that’s for us young ponies to worry about. You take focus on taking care of yourself, okay?”

“You too, dearies. Goodbye for now.” Bowing their head, Arista made their way downhill, maintaining their disguise to avoid any unwanted suspicion.

It took around ten minutes to reach Daisies’ house, and when they got there, they noticed a small ambulance wagon situated outside. Perfect timing, they thought, stepping into the shadows once more to transform.

When Arista emerged, they had taken the appearance of a nurse: a white unicorn with a blood bag for a cutie mark – not dissimilar to the other nurses working that day. As soon as one stepped out to pick up extra supplies, she casually trotted by, testing the effectiveness of her disguise.

The unicorn nurse didn’t react. As far as she was concerned, this was just another colleague going about their business. That was phase one complete. Phase two was providing a big enough distraction so that, when it came time to do the deed, they wouldn’t be noticed. If anypony were to catch them in the act, the consequences would be dire.

The care home itself wasn’t all that big. It was an averaged size, two-story house, the bottom of which held the patient’s bedrooms. As such, it didn’t take Arista long to find their primary target, in addition other potential victims for extra mischief.

As another nurse exited the room, Arista looked down at the clipboard attached to the door ahead of her, scanning through the notes. From the corner of their eye, they saw the nurse scribbling something on her own, likely updating a patient’s record. She briefly glanced their way, but otherwise didn’t question their presence.

Once she turned her back, Arista slipped into the room, gently closing the door behind them. Ahead of her, a withered old stallion lay face-up in bed, sound asleep, his gentle breathing timed to a strange, clockwork mechanism. On closer inspection, it looked to be a form of artificial lung, working in tandem with an enchanted bag, expanding and contracting with each breath taken. Completing the machine was a leather belt, connecting the two halves via a slow, rotating wheel.

Wow. Talk about overly complicated, Arista thought. I wonder what would happen if I threw a spanner in the works? With a flick of their wrist, they yanked the belt off the wheel and shoved it between the cogs, jamming the mechanism.

The stallion’s eyes shot open as he sat up suddenly, gasping for air. Grabbing the emergency bell from the bedside table, Arista burst out of the room, furiously ringing it in their magic.

“Help, help!” they yelled. “Emergency! Machine jam in room 101! Patient critical!”

Five nurses came galloping down the hall, bolting past Arista without a second thought. With their attention now focused on the stallion, the faeling could finally take care of Daisies.

As quietly as they could, they pushed open the last door on the left and slipped inside. Arista felt their heart thumping loudly in their chest. Could they really go through with this? They’d never so much as swatted a fly, let alone killed a pony.

They shook their head. There was no time for doubts. This mare was already on her deathbed—both literally and metaphorically—so what difference would it make? In fact, they were doing their family a favour. Who wouldn’t want to see a beloved great aunt shrugging off a terminal illness, as if blessed by gods? Even if it was a lie, it was a lie that benefited everyone, pony and faeling alike.

Pushing Daises sat up in bed slowly, reaching for her glasses. “What’s all the ruckus about?”

“Don’t worry, Miss Daisies,” Arista said with a false smile of reassurance. “I’m just here to check a few things. Just relax and let me take care of everything.”

“Well, I suppose…” Daisies set her glasses back down. Arista guessed she was nearsighted, but still recognised the vague outline of a nurse. “I was tryna get some shuteye here, before all the noise started.”

“Well, now that you mention it...” Arista transformed, regained the form of Flourishing Flowers and stepped into Daisies’ field of vision. “I can’t stay for long, but I do have something to give you.”

“Say what? Give me?” Daisies said hesitantly. “Wait... haven’t I seen you somewhere? You look awfully familiar.”

“Surely you recognise your old pal, Flourishing Flowers, don’t you?” Arista pressed, again imitating a ragged voice. “I came all this way to see you, and they wouldn’t let me in! Can you believe the nerve of these young unicorns?”

“Well, they do take good care o’ me, but I suppose they can be a little snooty—” Daisies broke into a harsh coughing fit.

“Don’t stress yourself out, darlin’,” Arista was beside the bed now. It was now or never. “It’ll all be over soon.”

In one motion, they pulled a cushion off the bed and lunged, pressing it against the old mare’s face. She tried to resist, squirming to find her hooves with a muffled cry, but it was no good. Her strength failed. Too frail to resist, Pushing Daisies’ limbs went limp, her heart slowing to a gradual stop.

They’d done it. They’d killed a pony. Adrenaline was pumping through their veins, and it felt exhilarating, though they weren’t sure where this satisfaction came from. Was it the act of killing itself? Or was it over their scheme coming to fruition? Either way, there was no time to celebrate. Before she could assume the identity of Pushing Daisies, she had to hide the body. It wouldn’t be long before the nurses returned to check on her.

Glancing around for a suitable spot, Arista noticed how low the mattress was on the bed. Low enough to fit something under it, without that something poking at the sleeper above. It would do for now. She’d find a better place to bury the body later, preferably before the staff released Daisies from their care. So, Arista became Daisies and pulled the body off the bed. It landed on the floor with a thump, which they hoped nopony heard.

Alas, it was heard. Heavy hoofsteps were already coming her way. With haste, they pulled in the dead mare’s limbs, crossed them, and rolled the corpse under the bed just in time for a nurse to arrive.

“Come in, dearie!” Arista called, spinning round to greet the nurse. She had a sombre look on her face. Had Arista killed the old stallion as well? They certainly didn’t intend to. The place was so small, they were sure they’d fix the machine with time to spare.

“Miss Daisies, what are you doing out of bed?” The nurse said, speaking to Arista in a tone more akin to a naughty child than an elderly mare. “Please, you need rest. You don’t want to make your condition worse.”

“Condition? Ha! No condition can keep a mare like me down,” she beat her chest with a hoof. “I’ve never felt better!”

The nurse tried not to roll her eyes. “Please, Miss Daisies. It’s our responsibility to look after you while you’re ill. Aren’t you looking forward to your family visit?”

“I’m serious, I really feel fantastic! Heck, I’ll go to them myself and prove it to ya.”

“Daisies, please be reasonable. You’re very weak right now, you’d never make it. I must insist, don’t make it harder on yourself.”

“Well, why don’t ya get one of those young’n doctors to come an’ check me out?” Arista leaned back and flexed her muscles. “I ain’t no feeble Pegasus pony! Since when could a ‘weakling’ do this?”

Effortlessly, Arista grabbed the bedside lantern in their magic, tossing it in the air and catching between their front hooves. As if to emphasise the point, they grabbed an additional two pillows from the bed, juggling the three objects in her magic.

The nurse’s eye twitched. Arista had seen that look before. It was a look that said, ‘I didn’t sign up for this shit.’ She didn’t vocalise it, of course, and instead just sighed and rubbed her temple. “Look, if you really insist, then I’ll ask the doctor to check up on you in the morning. But could you please rest for tonight, at least?”

Arista dropped the pillows. “Alright, fine. But you’d better be keepin’ your promises, missy. ‘Cause if my family find out I’m alive and you’re holdin’ me up in here, they ain’t gonna like it, let me tell ya!”

“Alright, alright, I get it,” the nurse gritted her teeth, trying hard not to snap. “I’ll be back in an hour, okay? If you’re in bed by then, I’ll call the doctor first thing.”

With that, the nurse turned to leave, gently closing the door behind her. Arista wondered why she didn’t believe them straight away. To their knowledge, mares with terminal illnesses didn’t randomly start juggling to prove their wellness. Then again, she couldn’t recall exactly what Pushing Daisies suffered from, not that it mattered. Once they got a clean bill of health, they’d be out of here. All they had to do was rest for one night, and after that, she could feast on ponies’ love to their heart's content.

But there was one thing that still gnawed at Arista’s mind. Was the elderly stallion on life support alright? They made a mental note to check before they left the care home. For all they knew, he could still recover, given time. There was no denying their actions had possibly set back his recovery, or worse. They felt a chill shoot down their spine, the guilt sitting in their gut like a stone. Maybe they were going too far.

They thought back to the words of their Matron Mother. The first half of Chrysalis’ instructions were crystal clear: “Fool them by any means necessary.” The second part, however, was a little muddier. They didn’t know why, but they struggled to recall their matron’s exact words. Something about savage ponies, denying her kind their rightful place.

No, Arista thought. That can’t be it, she wasn’t that harsh. Was she…?

The thought made their head hurt. Deception was a business they’d have to get used to. Perhaps it would be best to sleep on the matter. Maintaining her facade, she climbed into bed, pulled over the covers and blew out the light.

As they drifted off to sleep, their thoughts turned to the mare they’d just killed. Goodnight, Pushing Daisies, and thank you. 


Twilight paused the interview to boil some more tea. At this point, she’d written over fifty pages worth of notes, and there were still gaps in her knowledge that needed filling. She’d lost any resemblance of impartiality. Now, she was hanging on Thorax’s every word, captivated by every twist and turn it took.

A lesser mare would think she was being enchanted, an age-old changeling trick to generate sympathy. Thankfully, Twilight knew better. Thorax had revealed so many personal thoughts on his race’s history. When describing faelings as great helpers in times of need, his voice was elated; he spoke with sympathetic sighs over Chrysalis’ conundrum; and, of course, the bitter disgust at what she made her underlings do. Desperation could drive any creature to extreme decisions, and Twilight felt guilty over the ponies’ role in it all.

The last thing she’d asked Thorax, prior to the break, was an approximate date for the unfolding events. If he was correct, then this was but a couple of years off from the first Hearth’s Warming Eve. If her ancestors had realized the harm they caused sooner, the Equestria of today would be a vastly different place.  That was the ultimate irony.

As soon as the kettle whistled to life, Twilight grabbed it in her magic and made a beeline to her study, where Thorax greeted her.

“Welcome back, Twilight. That smells—”

“So, Thorax,” Twilight cut him off, all but slamming the teapot down on the table before burying her face in her notes. “Tell me how your ancestor reacted to all this once he found out. Did he intervene immediately?”

“Twilight, I—”

“Did other Changelings disagree with Chrysalis?”

“Twilight…”

“And what about the remaining Changelings in pony society? Did the pony tribes ever notice their absence or—”

“Twilight!”

Thorax’s booming voice cut through her defences. This was the first time she’d seen him angry, an emotion she didn’t know he had. An awkward silence fell between them, lasting a good ninety seconds before he spoke up again.

“Twilight,” Thorax began. “I’m a Changeling, I’m not stupid. You don’t go centuries feeding on emotions without recognising when something’s wrong. Please, forget the interview for a moment and tell me what’s wrong.”

Twilight sighed, setting down her notepad and quill. “Is it that obvious?”

“I’ve not known you for long, Twilight,” Thorax grinned. “But I can still read you like a book. I get how important this interview is, to both you and to Changeling kind. But it can’t come at the expense of another’s mental health, not again.

“Besides, you said it yourself,” Thorax transformed into an exact copy of Twilight. “I’m serious when I said we can stop at any time. We’re here to document history, not put you on trial.”

Twilight giggled, both at the impression and the one acceptable use of pony mimicry. “Yeah, you have a point. I guess all this dark history is a lot to take in. If I’m going to write a full book about it, then it’ll be confronting harsh truths for other ponies as well. They might listen to me because of my authority as a Princess, but I’m worried it’ll come across as Changeling propaganda.”

Thorax transformed and sat back down. “There’s no pleasing some ponies. I won’t lie, when Spike found me in that ice cave, I was worried about the same thing. The guards were in high alert, after all. But it’s thanks to both of you that I’m here today. Did we convince everypony right away? Of course not. But enough ponies gave me a chance. I know they’ll do the same for your book, even if it is a bitter pill to swallow.”

Twilight exhaled slowly, pouring herself some more tea. “I guess I’ve always had a bit of an inferiority complex,” she said, taking a sip. “I try my best to live up to lofty standards, but sometimes I move the goalposts for myself. After learning so much about Chrysalis and the pre-unification civil war, I feel like, as the Princess of Friendship, it’s my duty to learn from history and do better, myself. I can only hope my Friendship School is achieving that.”

Thorax smiled. “Well, from what Ocellus tells me, it’s more than succeeding. It’s thriving! She couldn’t be happier with her young friends. Her lineage is relatively young, so she doesn’t have many memories outside of the hive collective. Her earliest memories are of the attempted Canterlot invasion.

“Thanks to your school, she’s been smiling more than ever before, gushing to me in every letter about her love for other cultures’ histories! Even if bigots are an inevitable part of life, multiculturalism is the foundation of your school, which will carry on for generations to come.”

Twilight felt her cheeks flush. To receive such a glowing review from the leader of Changelings was a pretty big deal. “Thank you, Thorax,” she said with an awkward chuckle. “I suppose you’ve practiced telling ponies what they need to hear, huh? Not in a malicious way, or course, I know you’re not being deceptive, I just meant that because of your history, you know how to talk to ponies in a way that gets them invested which you can now use for the betterment of all—”

“Twilight, you’re rambling,” Thorax interrupted, holding back a smirk. “No offence taken, by the way. Don’t worry.”

“Oh, of course,” Twilight’s cheeks grew brighter. “Anyway, are you okay to continue the interview?”

“Yes, I am,” Thorax replied, pouring himself a fresh cup and taking a deep breath. “There’s one more part of this story left to tell, which is Chrysalis’ ultimate downfall.”