Equestria Girls: Friendship Souls

by thatguyvex


Episode 139: What Lurks Below

Episode 139: What Lurks Below

Hunger was becoming a problem. A changeling’s diet was emotions, primarily love due to its unsurpassed nutritional content. Other, lesser emotions could suffice for subsistence, but without a source of love to consume, a changeling was going to weaken and experience severe hunger pangs until they properly fed. It was not unlike how those who consumed physical food might survive off of whatever they might scrounge, but if their diet lacked the right nutrients, they’d still suffer the consequences. 

This basic concept, the need to feed, had been the cornerstone of Chrysalis’ control of her hive and the driving force for her plans of conquest for Equestria. The nation of ponies had a seemingly limitless capacity for love and similarly positive emotions. The place was like prime farmland, and Chrysalis had spent many a late night hour drawing up plans in her mind of how to cultivate that “farmland” to feed her species for all time. With her in control, of course, ever the Queen to her people. 

Now she was borderline starving while crawling around the shadows. Her endurance among her kind was extraordinary, but even she had her limits. She needed to feed. She needed a source of love, or at least something somewhat positive. 

What a shame her kind couldn't consume hatred, or other negative emotions, she reflected. That emotion was always in more abundance around the world, and was much easier to produce than love. But, in a supreme bit of irony, such emotions tasted not only bitter, but could be actively harmful for a changeling to eat. It had always struck Chrysalis as a bit... odd. Anger, sorrow, hatred, these emotions always came so easily, but had no nutritional value whatsoever. Why then were they always so ever present?

She set that irritating thought aside as she hunted. A changeling could sniff out emotions like a bloodhound, and she was following a trail through the corridors of Hitsuyo Aku. Her small, spider body she’d taken on skittered swiftly across walls and ceilings, following a scent of positive emotion. It led her to a room, some manner of infirmary. She hadn’t been in here before, but she realized quickly that this was where the other world’s Starlight Glimmer was keeping the one who had been injured; Firefly.

The pegasus mare was lying in bed, covered in sweat soaked sheets. She hadn’t awoken from the wound dealt to her by Princess Luna, and Chrysalis didn’t make much of this one’s chances. While Chrysalis was not an expert on alicorn spellwork, she recognized a curse when she saw one, and Luna had laid a vicious one upon this Firefly mare. Chrysalis was actually a bit impressed by the vindictiveness of the curse. She didn’t think the Princesses had it in them. Maybe it was just Luna?

Strangely, however, despite the mare’s poor condition, Firefly appeared to be dreaming, and not a bad dream at that. There was a light, almost playful smile on the unconscious mare’s face, and her voice softly murmured the name, “Dashie.”

Whatever that meant, the dream must have been pleasant, for a warm aura of love did waft up from the mare, causing Chrysalis’ mouth to water and her stomach to quiver with anticipation. Even a small smattering of love, taken secondhand from a dream, was nourishment. Taking a moment to make sure the room was empty, Chrysalis crawled across the ceiling until she was above the sleeping Firefly. She then spun a strand of web and lowered her tiny body down until she hung just above the mare’s head.

Slowly, Chrysalis sucked in strands of faint green light, drawing in residual traces of the love flowing off of Firefly. It wouldn’t be much, without using her natural form or cocooning Firefly to let the emotions marinate, but even this sip would be enough to sustain her for awhile-

“Enjoying yourself, I see.”

Chrysalis froze. That voice, so much like her own, shocked her to momentarily dumbed silence. She slowly spun on her web, looking to see her counterpart standing in the doorway as if she had always been there. But Chrysalis had just checked it! How had this imposter from another world just appeared like that!? How did she even know Chrysalis was here!?

Her counterpart smiled, showing teeth and fangs as she licked her lips with a forked tongue, “You know, this new body of mine has some interesting qualities. I could never smell emotions before, but I can now. I get the feeling you’re not used to thinking about that, though.”

Dammit all! She hadn’t thought of that! And she should have! Chrysalis wanted to smack herself, but it really had been just a simple blind spot for her. She wasn’t used to having to deal with other changelings, and she was so dead set on thinking of this creature as an imposter it never really occurred to her that she was technically a changeling. 

The other Chrysalis sauntered into the room, moving like a skittering spider herself, “Don’t feel bad. I didn’t know where that stink was coming from at first, either. It’s hatred, isn’t it? Smells like burning tar mixed with a rancid wound, and it took me a day or two to realize it was coming from this adorable little spider that was following me everywhere. I’m flattered, really, that you hate me so much, without even getting to know me first.”

Chrysalis acted without thinking. In a flash of emerald flame she transformed into a jet black hummingbird and tried to zip past her counterpart and out the door. A flash of motion too fast for Chrysalis to see smacked her out of the air with such force that she impacted the wall out in the hallway and she lost her focus on her transformation. She reverted to her true shape and landed in a heap, dazed as the other Chrysalis strode out into the hallway and loomed over her.

“Oh don’t leave just yet. Now that you’re here,” the counterpart leaned down, eyes gleaming like green torches in the dark, “I’d like to have a chat.”

Chrysalis wasn’t buying it. Especially because she knew the tone of voice her counterpart was using. She’d used it herself when lording it over some plaything she’d chosen for the evening meal. A spider with her fly. Well, she was nobody’s fly! She was the Queen of the damned Changelings! With a hiss, Chrysalis surged to her hooves.

“A chat? I think not. Keep your distance, or feel my wrath.”

Her counterpart laughed in a musical titter, “Wrath? Come now ‘me’, I can threaten me better than that. Here, let me try.”

Again the movement came faster than Chrysalis could follow. Her counterpart’s body just seemed to flicker in a blur of motion, and in a flash she had smashed a hoof into the wall right next to Chrysalis’ head. The stone wall buckled beneath the titanic impact, sending cracks splintering in all directions and indenting the stone as if a battering ram had smashed into it. 

Chrysalis gulped as her counterpart inched closer, much more gently placing her other hoof on the other side of Chrysalis’s head, and then spoke in a low, sultry growl that was somehow filled with equal measures of violence and pleasure.

“If you don’t sit and have a chat with me, I’ll slowly gouge out your teeth and wear them as a necklace while I gnaw out your guts and string you up by them.”

Chrysalis stared mutely at this other ‘her’. Was she insane? She had to be insane. Unfortunately she was also very clearly powerful. Unfairly so. If Chrysalis had freshly fed on a potent source of love, like that delicious Shining Armor, then she was confident she could readily confront this madwoman, but starved as she was recently her reserves of magic were low. She could fight, perhaps pull off a few decently strong transformations, a dragon perhaps, but she wouldn’t be able to maintain such a form for long. 

Perhaps ‘chatting’ was the wiser course? At the very least it might buy her time to formulate a new plan. Trying to regain a look of confidence, she raised her own hoof and slowly pushed aside the hoof of her counterpart, a feat she imagined was only possible because the other Chrysalis let her.

“And barbaric threats aside, why would I want to chat with you?”

“What? You’re not curious about me?” her counterpart purred, licking her lips again, “I’m certainly curious about you. You’ve been skulking about Starlight’s clubhouse, I figure you must have learned plenty about us. Time to even that out, I think.”

The counterpart stepped back, giving Chrysalis a little space as she turned and strode a bit down the hall, “Come, follow me. And no trying to run away, or I’ll just have to break two or three of your legs to keep you nice and compliant.”

“Hmph, is brute violence your only tool to get what you want?”

“Only tool? No. A personal preference? Oh yes.”

Chrysalis could only sneer at the joking arrogance dripping in her counterpart’s tone. Of course if she was being honest with herself, there was nothing wrong with arrogance, and this other Chrysalis certainly had power to back it up with. But that’s what rankled so damned much about her! If Chrysalis had the kind of power this other self had, she would never have been defeated by that damned little pony and her band of misfits! The pain of that defeat, the humiliation of it all, rose fresh inside her anger-filled heart. She had won, blast it! She’d taken all the Princesses captive! Her plan had been brilliantly executed, and Equestria had all but been ready for her people to assume their rightful place as it’s keepers! 

And that damned Starlight Glimmer had ruined a lifetime of work in the span of a single day! 

It wasn’t enough that she’d somehow infiltrated Chrysalis hive and foiled her plans, it was the utter completeness of that defeat. Starlight Glimmer had somehow found a dirty pony trick to turn her own devoted hive against their Queen, convinced that damned grub Thorax to... to share love! Share it!? How!? What kind of infantile madness was such a notion!? And the worst part...?

It. Had. Worked. Just like that! 

One minute, she was the Queen of her devoted people, secure in the knowledge that her way was the only way for the changeling race. 

The next minute, a rainbow lightshow infected her entire hive, changing her beautiful people into colorful abominations of their former selves. In an instant, they’d turned on her, and everything she’d tried to build. In an instant, her whole life’s ambition had just become corrupted and bled away, like an oil painting doused with solvent, leaving an ugly rainbow smear in its wake.

And for weeks, months, all Chrysalis had was her rage and boiling hatred for those responsible for ruining her life. Destroying Starlight Glimmer had seemed to be all that mattered. 

How easily that anger could transfer, Chrysalis found. She saw this other version of herself; supreme, confident, utterly secure in her power. And worse, this other Chrysalis seemed to hold the undying love of her children, her hive, or whatever they were. Chrysalis... was jealous, so utterly envious of that devotion, and of that power. This counterpart had everything that Chrysalis had lost, and even more besides, not just obedience but love from her followers, and not just power, but power greater than Chrysalis had imagined possible.

It was very, very easy to hate this other Chrysalis for it. 

And yet, could she turn this to her advantage? While some part of Chrysalis' mind was turned towards escape, still, she had been considering as well had to make use of these individuals from another world. If she could find the right thing to bargain with, could she not only regain what she’d lost, but gain even more than she’d had before?

“Now what might be churning in that pretty head of yours, oh double of mine?” the other Chrysalis said, leading them both to a steel door that she opened up with a hoof. Inside was a relatively small chamber, perhaps no more than twenty paces across. It was bare on the inside, save for strange cubicle hatches built into the walls, containing perhaps ten per wall in two stacked rows.

Chrysalis didn’t bother to answer her counterpart’s silly question and instead asked one of her own, “What is this room?”

“This? A morgue. The Soul Reapers who did research here needed a place to keep bodies in storage for their experiments. Hollows like myself, mostly, but I wouldn’t be shocked to find a few Quincy in here. Kind of hard to do weapons research to kill Hollows and Quincy without bodies to test on.”

Chrysalis’ face became a suspicious mask, “And why ‘chat’ with me here? Why not take me to your Starlight Glimmer, first?”

Her counterpart’s smile deepened, “You’re afraid? I want us to have a ‘just us’ talk before I involve Glimmy. She can be such a buzzkill. No fun at all, with her. This room is out of the way, nice and private.”

Chrysalis glanced down the nearby hallways, gauging her chances of just fleeing, “And if I refuse?”

“Didn’t we just go over this?” her counterpart said, raising a hoof and making a breaking motion, “Snap, snap, snap goes the spider’s legs. Come now, if I wanted to hurt you, I’d already be doing it. I just want a quiet little girl talk between the two of us before Glimmer comes in and makes things boring with her big speeches about responsibility and keeping a low profile and blah, blah, blah.”

“Hmph, fine,” Chrysalis said, not liking the odds of an attempt to just run away. This one was just too fast for any of the forms Chrysalis knew how to take on to give her a speed advantage. However, in a confined space like that morgue Chrysalis had a few shapes she knew that were ideal close combat monsters, much stronger than her natural shape. She even had a few tricks involving inanimate objects and materials that might catch an unsuspecting opponent off guard.

Once both of them were in the chamber, her counterpart closed the door and turned to face Chrysalis, looking her up and down like she was a slab of meat at the market. It left Chrysalis feeling distinctly uncomfortable. Only she was used to looking at others like that, not being the one getting sized up.

“Mmm, now that we’re alone, I must admit, it’s nice to get a good look at you. Me. Heh, another me, in this wide, colorful, bright-eyed magical land of sunshine and lollipops...” 

The other Chrysalis started to circle her, “I wonder what you taste like? My bet is sour grapes.”

“Ugh, enough of your childish games and asinine banter!” Chrysalis spat, “I cannot fathom how you are in any way like me. I was never this immature!”

“Aw, sounds like you didn’t have much of a childhood, then. Mine was fantastic,” her counterpart said, still circling, head lowering like a predator stalking around a herd, “My earliest memories were of feeding. Not human memories, but Hollow ones. A pit filled with my own kind, all tearing and gnawing upon one another. It was so much fun! I ate, and ate, and ate. I got so good at it I started making games of how I’d hunt the others, pulling and prying at them, pouncing and playing with them.”

Something about that struck a nerve in Chrysalis. She moved to counter the circling of her other self, until they both were moving in a slow circle around the mourge’s cold floor, “Ate your fill, did you? Starvation was my earliest memory. Hunger unlike anything you can imagine. And being surrounded by others like myself, but unlike you I did not turn my hunger on them. I knew, instinctively, the others were mine. I had to lead them, to food, to shelter.”

“Ah, yes, your ‘hive’. I know a bit about that. Been asking around while in disguised form, learning about ‘changelings’, or at least as much as the public knows. How the biiiiig baaad Changeling Queen was heroically defeated and her people ‘reformed’. How sad for you, to be discarded as useless after leading your people for so long. I guess they never needed you to begin with, hm?”

“No!” Chrysalis shouted, “They need me still, they’re just too foolishly confused by that idiot Thorax to understand! They can’t survive as they are now! It will backfire... it has to backfire. The ponies will take advantage of them, or if not that some other race will destroy them in a moment of weakness! Only I can lead them, only I can bring them to a glorious future. ME!”

“Tut tut tut,” her counterpart waggled a hoof at her, “So selfish. So narrow minded. A mother shouldn’t stifle her children’s growth. Children always grow beyond their parent’s. That’s part of the joy of motherhood. I learned this when I was given my gift. Before, all I could birth were those without minds or souls of their own. But that all changed, you see. I gained something precious, and was able to have true children, who could truly be their own people.”

Chrysalis looked at her counterpart with utter confusion and a little bit of trepidation, “What are you babbling about?”

“Real children,” the other Chrysalis said, moving with an intensity that shocked Chrysalis as suddenly her counterpart was in her face once more, “Not drones, not mindlessly loyal servants, but trueborn children who were so much more than me! Do you understand!? I kill, and eat, and play to my heart’s content, but all that fun doesn’t equal the value of one true child born of my own will and flesh! When my Thorax was born, and I saw the spark of genuine thought in his eyes, I knew! Knew what I had to do! So why is it that you seem so confused!? Why is it that you seem to see your own children as little more than servants!?

Chrysalis had backed away at this point, her counterpart following, until they were nearly up against the wall. Chrysalis hissed and readied a hoof, preparing to transform if need be as she growled, “I don’t care about your inane questions! My hive, my children, betrayed me and threw me aside! What care do I have for them anymore? They don’t love me, but they need me. They’ll learn the hard way just how badly they need me, in time. As for Thorax, if I ever see that fool again I’ll ensure he pays for corrupting the rest of the hive with his false hopes of ‘sharing’ love.”

Her counterpart had stopped short a step away, and regarded Chrysalis with a strange stare, one that grew from heated hunger to a chilling fury in the span of an eyeblink, “You... truly don’t love your children? You’re only angry they cast you aside? Heh...hehehe...HAHAHAHA!”

“What are you laughing at?” Chrysalis demanded, but her counterpart’s cold laughter continued to roar out.

“Hahahaha! And to think, I started to believe you and I might find some common ground. But it sounds as if we couldn’t be more different. You, do you even understand how pathetic you are?”

Hot anger steamed up from Chrysalis' heart and she curled her lips in a snarl, “I’m pathetic? As opposed to you, who appears to be utterly insane?”

“Hah, mad I may be, and a monster too. But I am a mother. My life is my family. Nothing would ever make me abandon them or cast them aside. I certainly wouldn’t wallow in self pity while my children still needed me. What have you done to return to them, to help them, to be a mother to them, of late?”

“Why would I do that if they are the ones who betrayed me!?” Chrysalis shouted, “All I want is to get my revenge on Starlight-”

She’d been preparing for an attack, even as she’d hissed her rebuttal towards her mad counterpart. Chrysalis knew this other self was far faster than her, so she’d been holding a charge of transformation magic inside herself, ready to release the instant she saw the other Chrysalis move. Even then, she barely made it in time, her body vanishing in a flash of emerald fire as she transformed her shape and her counterpart’s blow passed right through where she’d been.

The shape Chrysalis took was that of a ‘Redcap’, a rarely seen, small and harry green-skinned bipedal beast. They had bristling fur and a crest of blood red hair upon their wide, fang filled features, but most importantly Redcaps had blisteringly fast and sharp claws. Many a foolish adventurer made the mistake of underestimating the small Redcaps, not knowing how fast or deadly they were with claws that treated stone like butter. 

Chrysalis struck with instinctual fury. When a changeling took a new form, even aspects of their mind changed with the new form, so she had the Redcap’s raw animal fury and killing instinct to draw upon. Black claws flashed out, but she was frustrated to hit little more than air as her counterpart vanished. The long, pointed ears of the Redcap caught a buzz of sound, and Chrysalis spun, slashing behind her in expectation of catching her other self appearing there. However even a Redcap’s natural speed just wasn’t enough to match what her counterpart was.

Chrysalis' furry wrist was caught by a smashing hoof, her counterpart bringing down her own hoof so hard that it slammed Chrysalis into the ground, and she heard the tell-tale snap of bone an instant before the pain registered in her mind.

“Ggaaaaaah!” she choked out a scream, but she didn’t lose concentration on her Redcap form. Instead she turned her scream into a snarl and stabbed with her free hand, the claws scraping across her counterpart’s leg.

Sparks flew as claws meant to be able to sever stone did little more than scratch a leg who’s hardened surface surpassed even the strongest steel. 

Chrysalis just gaped for a second, not quite believing her eyes. Then she felt another leg from her counterpart impact her chest, and suddenly she was hurled with bone shattering force into the other side of the mourge’s wall. She hit one of the doors, denting the metal structure inward, and hit the floor in a heap.

She lost her concentration then, reverting to her natural form in a wash of green flame. She tried to conjure up the image of a new form, trying to think of something faster, or stronger, but it was like her mind was now in a haze from pain and shock. Before she knew it, she felt a crushing weight on her chest and throat. Her counterpart loomed above her, one hoof pushing down on Chrysalis' chest, while the other pressed down on her throat.

“Not a bad attempt. I imagine if you’d eaten properly, you could actually put up a fight.”

Chrysalis looked at her counterpart, meeting the other one’s eyes that were sparkling with equal parts pleasure and dark, maddened anger. She said nothing, concentrating her magic, waiting... letting the other talk, letting her gloat.

“You know, I didn’t plan on killing you. I thought perhaps we’d find enough common ground that it might be fun to let Starlight bring you onto the team. But honestly looking at you just makes me so sick to my stomach that I’d rather just break your every bone, and toss you into the desert to rot. I don’t even want to eat your soul, and believe you me, coming from me, that’s a high insult.”

“Then perhaps... you should eat...this!” Chrysalis said in a venomous voice as she released the transformation magic she’d gathered. Most changelings had to take on a full, complete form in order to transform. Chrysalis had mastered the art of partial transformations to her body a long time ago. This included the ability to transform into inanimate objects she’d studied. 

If her counterpart’s body was harder than steel, then she had to take on a form that was sharper still. And once, long ago, she’d come across a rare metal that when properly forged could cut down even a steel blade. The minotaurs who’d forged it called it ‘adamantium’. And now, Chrysalis formed her free hoof into a solid blade of adamantium and shoved it up into her counterpart’s chest, her other self being so close there was no space to dodge.

She felt a brief moment of satisfaction as the blade actually managed to sink into her counterpart’s flesh, albeit after a second of resistance. 

However that satisfaction was very short-lived as her counterpart looked at the wound, smiled, and took her hoof off of Chrysalis’ throat long enough to grip her bladed arm. Then with unimaginable strength, she pulled the blade free, then twisted Chrysalis’ leg until it, like her other leg, now snapped like a dry twig.

Chrysalis didn’t scream so much as choke out a pained groan, her eyes starring in morbid horror as the hole she’d stabbed into her counterpart rapidly pulsated and healed over in the span of seconds.

“What kind of monster...?”

“Am I?” her counterpart finished the question, sounding pleased, “Why, my name is the same as yours. Chrysalis. Segunda Espada. Mother to a hive of lovely children whom I care for very deeply, and unlike you would never abandon for cheap, self absorbed revenge. Think of me as the best ‘you’ you could have been, if you weren’t a worthless, washed up, pathetic little bug who never loved anyone and was never loved by anyone, not even your own children. Now, I think it’s time for you to be disposed of, like any other piece of garbage.”

Her counterpart pulled back a hoof, and green energy crackled around its edges, the beginnings of some kind of attack that was aimed right at Chrysalis’ head. And Chrysalis didn’t move. Not because she was low on magic, although that much was true, she’d used up what little energy she’d eaten from Firefly’s dream and had no more tricks to pull. And not because her two forelegs were broken and her chest likely bearing a few broken ribs, although that too was true.

She didn’t move, because her counterpart’s words had frozen her solid with the depths at which they’d cut at her. Because as much as she wanted to deny them, to furiously shout how wrong this creature was... her words rung entirely too true. In that moment, below all her pride, bluster, rage, hate, and despair, Chrysalis considered the possibility that death might be preferable to continuing on as she was.

Then the door to the morgue shot open and a hurricane of ice smashed into the room, billowing into Chrysalis’ counterpart like an icy hammer. The other Chrysalis was slammed into the wall opposite the door, and a sheet of ice rolled across the room and froze her up to her neck to the wall in the blink of an eye. The temperature dropped to below freezing as a voice cut into the room.

“I’m glad I made it in time. Firefly and Starlight are right to be so cautious of you.”

A unicorn strode into the room. Chrysalis recognized her faint, lightly violet coat, and slightly darker mane, but both so pale as to evoke images of arctic ice. Despite the artificial hoof on one of her front legs, the unicorn mare still moved with strength and confidence, although there was a tiredness in her burned features and blue eyes. She wore dark robes over her body, and floating in a wreath of ice blue magic beside her horn was a sword like a carved blue blade of ice.

Chrysalis’ counterpart, still frozen to the wall, turned a lopsided grin at the unicorn, “Platinum. You have terrible timing. Couldn’t you have waited just a few more seconds?”

“And let you kill a helpless individual, intruder or otherwise? No, I think not,” the unicorn named Platinum said, turning to move towards Chrysalis.

Chrysalis didn’t know much about Platinum, other than she was something called a ‘Soul Reaper’ and the young buck who wandered the halls was her son. Why she was with the other world’s Starlight Glimmer, Chrysalis did not know, although the name Platinum did ring a few bells, historically speaking. 

Platinum, while still keeping one eye on Chrysalis’ counterpart, knelt over her and looked Chrysalis over with a critical look, “Hmm, it’s disturbing how much you look like her, but I’m going to operate under the presumption you can’t possible be worse than my world’s version of you.”

“On the contrary,” said the counterpart, “I think she’s much worse. She has none of my charm, and is an abject failure on top of that.”

“If she’s a failure by your definition, then I consider that a point in her favor,” Platinum said, and once she’d finished examining Chrysalis, she raised a hoof over her chest, “I’d best at least fix these ribs before moving you. Do try to keep still. I’m not that good at healing Kido.”

A nimbus of gentle blue light flowed around Platinum’s hoof, and Chrysalis took in a sharp breath as warmth spread through her chest and the pain lessened. A moment later, another entered the room; Starlight Glimmer.

Starlight took one look at the room, eyes widening slightly at the sight of Chrysalis, then a harsh glare was shot towards the counterpart, “I seem to recall you telling me you were just going to ‘talk’ to her.”

“I did,” said Chrysalis' counterpart, smiling innocently, “Then she pissed me off. What can I say, I have violent urges sometimes. Do I have you to thank for Platinum tailing me?”

“I had my concerns you weren’t going to play nice with your version from this world, so I thought it best to have someone keep an eye on things,” Starlight said, approaching Chrysalis’ counterpart, mane and tail bristling as her alicorn form spread its wings in a wide display, “It looks like you were about to kill her!”

“Alas, so close,” the counterpart said wistfully, “She really is an eyesore. But I can tell you’re about to get on one of your moral high horses, so if you’d please spare me the gag inducing lecture, I’ll leave you two to play nurse to that wretch and go find something more entertaining to do with myself.”

Chrysalis’ counterpart broke free of the sheet of ice coating her to the wall as if she was tearing herself free of mere paper. Shaking the ice off her body, the counterpart took one last look at Chrysalis and turned her nose up like Chrysalis was a piece of offal on the side of the street and proceeded to trot past Starlight out of the room. Platinum glanced at Starlight, frowning.

“You’re just going to let her go?”

Starlight, still looking spitting mad, just sighed and shook her head, “She wouldn’t listen to anything I have to say, anyway, and the fight isn’t worth it. I’m just glad you made it in time. How is she?”

“She,” Chrysalis said, grunting in pain as her still broken legs sent shivers of agony through her, “Is capable of speaking for herself. Aggh... and I am also... capable of taking care of... myself.”

She tried to move away from Platinum, but the unicorn just gave her a firm stare and moved as well to keep her healing ‘spell’ or whatever it was going, “Don’t be a stubborn fool. You just barely survived an encounter with one of my world’s most powerful monsters and without healing you’re not going anywhere.”

“Platinum is right,” said Starlight, approaching and looking down at Chrysalis with an irritatingly calm, open, even friendly look, “There’s no harm in letting us treat your injuries. I know you’ve been spying on us for a few days now, so you should  have a good idea of who we are. As you’re this world’s Chrysalis, I don’t really know what to expect from you, but given how much you got under the other one’s skin, I’m going to take that as a good sign.”

Chrysalis let out a humorless grunt of a laugh, “If you have such a... low opinion of her... why keep her around?”

“Because she’s extremely powerful and we share mutual goals,” Starlight replied with a shrug of her wings, “I’m sure you can appreciate such a simple form of partnership. I don’t have to like her to work with her.”

“You mean use her,” Chrysalis said, feeling better by the second as Platinum’s spell knit back her cracked ribs and the unicorn moved on to one of her legs.

“If you prefer that term,” Starlight said, and she then stepped closer, kneeling down a bit in front of Chrysalis, “How much have you learned by watching us?”

“Not as much as I’d have liked,” Chrysalis admitted, lips turning up in a self-annoyed sneer, “I was trying to be careful and not get detected, so I often kept my distance and couldn’t hear all of your conversations. I know you’re here to gain power by stealing magic, and that you have conflict with the Princesses of Equestria. I, too, have issues with Equestria.”

“Hence why you were willing to talk with your other self. You wanted to see if you could ‘use’ us too,” Starlight said, and after a second of giving Chrysalis a considering look, she looked to Platinum, “How’s her leg?”

“It’ll need a few more hours before she can walk on it, but she should be able to move it now,” Platinum said, giving Chrysalis an appraising look, “Try wiggling it. Let me know if it hurts.”

Chrysalis did so. It was the arm she’d turned into a blade, which had been broken right above the knee. It was sore, but she could move it now, and she reverted it back to her normal hoof. Starlight looked at her with an approving nod.

“I see you and our Chrysalis share at least that one trait.”

Chrysalis growled, “She can shape shift, too? Damn her, is there nothing I have that she does not?”

Something in her voice must have contained a note of the pain she’d felt at her counterpart’s cutting words, for Starlight’s expression softened and she said, “You don’t want to have anything she has, believe me. I don’t expect you’re any saint in this world, especially if you’ve got beef with the Equestrians, but quite frankly I don’t care. Far as I’m concerned, you can think of this as an opportunity to start fresh.”

“Start fresh?”

“The fact that you’re out here, spying on us, tells me you’re in a tough spot yourself. As it happens, so am I. Help me. In return, I’ll help you.”

“How will you ‘help’ me?” Chrysalis asked with a bitter scoff, “Can you get me my hive back? Can you get me revenge? I hate you in this world, you know?”

“Look, whatever issues you’ve got going on here are none of my business,” Starlight said, “I’m not the me you know in this world. I have no interest in this world besides gaining enough power to deal with my own goals back home. Power I’d be willing to share with those who help me gain it. What you decide to do with that power once you obtain it will be no concern of mine. So, what do you say?”

Starlight Glimmer held out a hoof to Chrysalis, “Partners?”

It was a potent sense of deja vu that hit Chrysalis then. For a second, she was back on the ruined top of her former hive, moments after her throne had been destroyed. Starlight Glimmer... Equestria’s Starlight Glimmer, had offered a hoof then as well, in almost an identical mirror to what was happening now. 

Back then, Chrysalis had hesitated, if only for one of the only instances of self doubt in her life, before rage at the loss of everything important in her life had overtaken her and she’d smacked Starlight’s hoof away. Now, that hoof was reached out again.

Only this Starlight Glimmer was promising power, and Chrysalis was now far more desperate. And, perhaps, the words of her counterpart had opened up a fresh wound of self doubt that was not nearly so easy to ignore as it had been the first time a Starlight Glimmer had offered out a hoof.

So, before she could question or second guess herself further, Chrysalis, former Queen of the Changelings, found herself reaching out and grasping the offered hoof.

----------

Twilight shivered in the water, doing her best to keep her head above the surface with smooth treading of her hind hooves. Ponies weren’t really built for swimming. Not far away Celano’s airship rested on the waters, the late morning sun rising above it through a clear sky. It was a warm day, but that didn’t necessarily translate into warm waters, although things were thankfully not freezing cold.

They were now where Wavecrest estimated would be the surface about ten or so miles from where Aqualania should have been located, some five to six thousand feet below the sea. For the entire trip to this spot, Wavecrest had been tutoring Twilight, Starlight, and surprisingly enough, Trixie, who’d insisted on being allowed to try her hoof at the seapony witch’s magic. The training had, by necessity, been swift and hard, with no time to spare. Wavecrest had taken all three mares into the water, where she could better show them how to merge their magic with the “spirits” of the water. Twilight was still of the theory that these spirits were really just the ocean’s natural magic field, like any other emitted by different elements of the world. Earth Ponies grew such great crops and gained such hearty physical strength because their natural magic fields were harmonized with those of the land. Seaponies likely had a similar connection to the ocean.

Of course, any form of magic could be duplicated with the right spell craft, and that was what Wavecrest had taught them. It hadn’t been easy, and if not for a certain sleep remedy spell Starlight knew that let one get a full night’s sleep off of a two hour nap, Twilight doubted they’d have had the time to master the magic in question. Especially Trixie. Twilight could never fully get over a certain... dislike for the stagemare, and had had her doubts Trixie even could learn the spells in question. Trixie certainly had complained incessantly about how hard it all was, prompting Twilight to more than once suggest she give up and let Wavecrest focus on training her and Starlight. But Twilight’s words seemed to have only spurred Trixie on harder, and to Twilight’s minor chagrin, even Trixie managed to get the hang of it by the time they reached the “dive point”.

Now they were all in the water. Twilight and her fellow Element Bearers, Starlight and Trixie, Flash Sentry, Tempest Shadow, and Admiral Seaspray were all floating together in a tight knit circle. Wavecrest was floating apart at the center of the circle, while further out her son and his hunting party watched. They wouldn’t be coming with Wavecrest down to Aqualania, but Tidesurge had insisted on escorting them out this far. 

“Do not fear, my son,” Wavecrest called to him, “I will return to our tribe, with the bounty of Scylla’s Treasury. I promise you this. Now go, return home and keep our tribe safe until my arrival.”

Tidesurge gave a silent nod, and then gave a swift call in the seapony tongue. He and his hunters vanished beneath the waves, their colorful forms flickering back easteward through the waters. 

“Thanks a bunch for hanging with us, salty sea friends!” Pinkie Pie waved at their departing forms.

“We’ll make sure ta see to it ya get back ta yer kin, Wavecrest,” Applejack said, although there was a slight shake in her tone that said the farmpony was as much trying to embolden herself as comfort Wavecrest as Applejack looked down at the dark depths below them with wide eyes. Next to her, Rainbow Dash grinned.

“Not scared of a little water, are you AJ?”

“W-what are ya talkin’ ‘bout, Dash? I ain’t scared at all. U-used ta swim at the lake back home all the time... it’s just,” Applejack gulped, “That lake weren’t so deep, is all.”

“There’s nothing to worry about,” said Fluttershy, “Most aquatic predators don’t even think of ponies as food, and attacks are extremely rare and often cases of mistaken identity.”

“Attacks!? I didn’t say nothin’ ‘bout attacks, I just don’t like the idea o’ not bein’ able ta see any land nowhere.”

“Does the bottom of the ocean count as land?” asked Pinkie Pie in a wondering tone, “It’s technically dirt, right? Just wet dirt.”

“I somehow doubt sharks will be our primary problem,” said Tempest Shadow, her own hoof gripping a harpoon. Celano’s ship had several weapons to distribute out, mostly harpoons and a few knives. Tempest had taken a harpoon, as had Seaspray. Flash had his Zanpaktou, although he’d taken off his Soul Reaper robes save for just the white sash for his blade’s scabbard. Twilight, Starlight, Rarity, and Trixie all had their magic to work with for self defense, and only Rarity had taken a knife she now wore around her chest with a surprisingly well made belt of purple cloth she’d made herself during the trip. Applejack had eschewed any weapons, preferring to just rely on her hooves. As for Dash, she’d somehow convinced one of Celano’s crew to lend her a full on cutlass from their stash of weapons from their air pirate days, despite Twilight’s warnings the slashing weapon wouldn’t be as much use underwater.

Tempest Shadow looked at Admiral Seaspray, who also carried a harpoon, and despite the clear distaste in her eyes she said, “It’s the sahuagin and whatever monstrosities they got down there that will be the problem. My magic isn’t reliable if I have to worry about hitting others in the group, so I suggest once we get down there, you, me, and Wavecrest take the lead and let the Princess’ group follow behind.”

Seaspray didn’t look happy to be hearing advice from her, but to his credit he didn’t dismiss her out of hand, either, “Sensible. Wavecrest knows the territory, I’ve fought underwater once or twice before, and your magic, chaotic as it is, works best as a first strike option while our non-coms remain behind us.”

“Now hold on a sec,” Starlight said, “We’re all in this together, and between me and Twilight we’ve got enough magic firepower to seriously ruin some fish-face’s day... uh, no offense, Wavecrest.”

“None taken. I know you refer to the Deep Ones,” Wavecrest replied, “But Tempest Shadow speaks wisely. It is best that the most experienced ones take the lead. In the depths, you must get used to a different environment. You will not know the signs of danger. Once we reach the city and discover what condition it is in, we can further decide how to proceed, but for now I agree with Tempest.”

“Fine, then I suppose we’d best get this show on the road, as Trixie would say,” Starlight said, and beside her Trixie tried and failed to flourish her cape, which she refused to take off even for this underwater venture. 

“Indeed! Now that I, the Great and Studious Trixie, have learned the secrets of aquatic adaptation magic, I may even one day take my show on the waves!”

“I’m certain my tribe could use the entertainment,” Wavecrest said with a flat stare at Trixie, then to Twilight, “I will begin the spell, the rest of you, my apprentices, take hold of the magic and guide it to your fellows. Just as we practiced.”

With her staff of bone she turned in the water, moss green light pouring from the pearl in it’s tip to bleed into the ocean around her. The water grew warm, and frothed as a fresh current in the water carried Wavecrest’s magic from herself and towards the three unicorns. To the side, Tempest Shadow watched the magic being cast with a barely disguised look of old pain and a little bit of envy, unconsciously letting some of her mane drape over her broken horn. 

When the currents of magic reached Twilight, Starlight, and Trixie, all three mares lit up their horns like beacons. Twilight slowed her breathing and, following the tutelage Wavecrest had given, imagined her body as water. She felt her heartbeat and imagined it pumping her blood like a great ocean current, and that said current was mingling with that of the water around her. Her magic became less rigid in it’s pattern, and in her mind the trickles of purple light that was her magical field began to run like water and felt out for the echo of power that surrounded her; the ocean’s own natural magic field.

Her magic touched Wavecrests and she stood it into herself, where she began to shape it through her body and then extend it out to her friends. Starlight and Trixie did the same, each taking the magic and spreading it to the ponies next to them. In essence they were just extending Wavecrest’s magic, but in so doing they were essentially casting the spell themselves. Each of them could do this on their own, although it was much harder and more draining to do so without Wavecrest’s help.

A warm tingle spread through Twilight, through each of those touched by the spell. Their bodies shifted, adapted as the magic layered over them and provided a transmutive change that would last for at least a day. It wasn’t a full transformation into a seapony, like what the Pearl of Changing might have accomplished, but rather an adaption.

Twilight felt the gills grow in her neck, felt the small fins extend from her hooves. She felt a tickle in her eyes, throat, and ears, even in her bones and blood as her body readied itself to be underwater, to handle the temperatures and pressures of being deep beneath the waves, all without fundamentally altering her shape as a unicorn. Fur became fine scales, and her mane and tail, while still remaining hair, gained a water resistant quality that’d keep it flowing properly even when submerged. 

When it was done, Twilight felt an urge to submerge herself, and she did so, for Wavecrest had said the more one accepted the change in nature, the more the spell would settle in and last. So the cold of the deep enveloped Twilight and she opened her eyes, putting fears aside and drinking in a deep breath of ocean water through her gills. It was a strange sensation at first, but somehow... quaint and refreshing. Her lungs felt no discomfort, and while pushing the water in and out through the gills was a bit harder than with air, it felt just as natural as if she’d been breathing the crisp air of a Fall day.

Her eyes, equally adapted to the water, and with a new infrared ability to handle the darkness of the depths, saw all her friends and allies were now submerged as well, their bodies equally changed.

“Whoa,” said Flash, waving his new finned hoof in front of him, taking a deep breath, “I’m shocked how natural this feels.”

“Hehehe! Wowie zowie this feels great!” Pinkie Pie chimed, doing a flip in the water as she wiggled her legs.

Applejack looked significantly less enthused, but she gave an experimental inhale, and slowly exhaled. Finding herself not drowning, she sighed and then glanced at Twilight, “Wait, shouldn’t our voices sound funny while we’re underwater?”

“The magic adapts your ears and your throats to compensate for that,” Wavecrest said, “The spirits of the ocean will let you hear and see almost as if you were still on land. It is not quite the same as the natural speech we seaponies developed from our long history under the waves. The spell I have used and taught your comrades was designed specifically for land dwellers such as yourselves, to make your time in our realm more comfortable.”

“How long is this going to last, again?” Tempest asked.

“About a day,” Starlight said, “Although me, Trixie, and Twilight can renew the spell ourselves, and obviously Wavecrest can too, so just stick close to us while we’re still underwater.”

“Wait, what if one of us gets separated from the group, or lost, and a day passes?” asked Rainbow Dash, and Wavecrest looked at the pegasus with a flat, level stare.

“Then I suggest you swim to the surface and pray for the best.”

Rainbow Dash gulped, and nodded mutely.

“At any rate, we all seem to be ready for this aquatic excursion,” said Rarity, gracefully doing a turn in the water to get used to the motion, “Shall we begin our dive?”

“Quite so,” said Seaspray, bending down and taking a broad stroke down towards the wall of ink blackness that extended below them. To Twilight’s eyes, it almost seemed like the shining rays of light from the surface didn’t make it nearly as far down as it should. For a moment she was overcome with an irrational sense of dread, as if something vast and predatory was staring up at her from those shadowed depths. But she shook that feeling off. The Abyss in which Charbydis resided was still much further to the north. What lay below here was an ancient seapony city, and possibly, hopefully, the sahuagin warband that had abducted Aria and Sonata. 

The mission ahead was going to be dangerous, and the first real test she and her friends would face in this undersea quest to confront the powerful sea witch and her minions. But Twilight reminded herself to have faith. She and her friends had overcome challenges like this before. Perhaps not quite like this, but none of them were rookies when it came to facing danger. 

And, she reminded herself with a glance at Flash Sentry, she did have quite the formidable Soul Reaper bodyguard on her side. 

With a deep breath of cool ocean water, Twilight dove down, followed by her friends. Down the group went, sinking down further and further, until the very last strand of light from the warm sun above vanished from sight and they were all enveloped by the darkness below.

----------

“Aria..Aria!”

She felt a snout bumping her tail fin, and Aria slowly opened her eyes, instinctively straining against the hard chains binding her fore hooves. Beside her she saw the outline of her sister, Sonata laying right next to where both she and Aria slept in a blocked off stone chamber. The chambers submerged walls were old and worn, with part of the south wall crumbled away. It was there where four of the imposing sahuagin warriors still floated, silent guards who kept close eye on the two prisoners within. 

Aria wasn’t certain how much time had passed since there was no light down here to mark the passage of days, but she guessed it was only a couple of days since she and Sonata had been taken captive. They’d been forced on a brutally fast swim to the north, pushed, pulled, and prodded by their violent captors to keep pace. Aria had seen only part of their surroundings, but recalled being led into a deep set of underwater canyons, which had ultimately led to a place where an unbelievably vast set of carved stone archways had led to a...

Aria sat up fast, and startled Sonata in the process, “Aqualania!”

“Whoa, Aria, chill!” Sonata said, “You passed out. Ugh, I nearly did too. Hey, jerks!” Sonata shouted at the sahuagin, “Why won’t you feed us!? C’mon, you want us alive, why not give us something to eat!?”

The guards were silent, but one lowered a trident towards the pair and opened his mouth of razor teeth to grin. Sonata gulped and went quiet.

Aria groaned, trying her best to rub her snout and ignore the biting hunger in her gut. They hadn’t been fed, it was true. It was embarrassing, but she had passed out. 

“You alright, Sonata?” she asked, and her sister shrugged.

“Other than being starving and still being captives to these massively uncool and smelly jerks? Yeah, I’m super. Kind of passed out a bit myself, but woke up before you did. Uh, where did you say we were?”

“I didn’t get a good look at our surroundings but... I remember the archways, and broken streets... a palace... I think we’re in Aqualania,” Aria said, shaking her head with a bitter laugh, “Adagio would pitch a fit if she knew. You have any idea how long she talked my ear off about this place?”

“Dagi did?”

Aria’s gaze darkened as she settled back down, swishing her tail in memory, “Yeah, she had a real lore kick for this place, and seapony history. Tried to find it herself, once, don’t you remember?”


“Aria, we were super young back then, and I mostly just remember the food we ate, or maybe that’s just me being hungry right now. I remember Dagi dragging us all over, you always being grumpy, and me just going with the flow. If she mentioned an Aquawhatever place, I don’t remember it.”

“Well... we’re here,” Aria grumbled, looking at their surroundings with a disdainful frown, “Doesn’t look like much from in here, but I’m guessing this is... a residence somewhere? I don’t know, Aqualania was supposed to have been the biggest city under the sea, once upon a time. The heck are these bastards after, bringing us here?”

“You asking me?” Sonata said, blinking, and Aria groaned, waving her chained up hooves at her sister.

“Rhetorical, Sonata...” she said, then lowered her voice after giving their guards a wary glance, “We got to figure out a way to escape.”

“Uh, no duh Aira,” Sonata said, “I’ve been thinking real hard about that ever since I woke up.”

“And?”

“...And I’m still thinking. It’s hard.”

Aria had nothing to say to that. It wasn’t as if she had a brilliant idea off the top of her head on how to get them out of their current predicament. The chains binding her and Sonata were thick and made from a metal that Aria didn’t even recognize. It wasn’t steel, she didn’t think, or iron. It was dark, but had a strange, faintly red tint to it. The chains were wrapped around the forehooves, preventing easy, fast swimming. She and Sonata could swim, sure, but never with the accuracy and ease that they’d need to outrun their captors. 

Still, they were in a city now, and that had possibilities that the open ocean lacked. Places to hide, if only she and Sonata could get away from their immediate guards. No doubt Twilight and those other friendly, soft-hearted pony types would be looking to come after them, but Aria wasn’t about to sit around and wait. Her eyes scanned the room, looking for anything that might be even remotely useful.

Whatever furniture that might have once existed here was long since gone, but a few alcoves in the walls suggested seating, or perhaps a place where light crystals might have once been, if the tiny shards of crystal on the ground were any indication. Wait... one of those shards wasn’t that small. In fact it was just big enough that if held properly, one of it’s sharpened ends might make for a good stabbing instrument. 

Now that she thought about it, the way their hooves were chained could still be used to bludgeon someone, if need be. But there were four guards, and only herself and Sonata. Granted, the sirens were not small, and one on one actually outmassed the sahuagin warriors. Still, she wanted to make sure she and her sister had an advantage going into a fight, at least the element of surprise. Right now the guards were too alert, too focused on their prisoners. A distraction would be required. 

Looking at the wall, then at the ceiling, she noticed the stone was worn and cracked near where the wall had been broken. Structurally weak. 

But was it weak enough? 

As Aria contemplated this, she felt something stir in the water. A strange pulse that left an even colder chill than the already low temperature of the area they were in. Outside in the darkness beyond the open doorway there was a faint, distant pulse of red light, and soon after this was followed by a sound... an unnatural, undulating noise that left her feeling an instinctive need to crawl back to the furthest corner of the room to hide. The sahuagin guards reacted to the noise not with any visible fear, but a bowing of their heads and the guttural mutterings of what might have been some kind of chant in their own language. 

“A-Aria... what’s out there?” Sonata said, shaking.

“I don’t know, but whatever it is, it just got added to our list of things to avoid.”

And hopefully if those ponies were mounting a rescue, they’d have the sense to avoid whatever made that noise, too.