The Princess's Captain

by PresentPerfect


The Captain's Question

The Captain's Question
by Present Perfect

Thorax was not what Tempest Shadow had expected from a king of changelings.

She had come into conflict with changelings once in the distant past, a small hive of infiltrators outside Kludgetown that had given the Storm King's forces the runaround for the better part of two years. The Storm King himself had never seen fit to conquer the bug ponies, despite their potential usefulness as espionage agents. It just hadn't been his style. So a little light combat and one or two crewmates had been the sole extent of Tempest's experience with the race.

Changelings, as Tempest knew them, were ruthless, vicious and conniving, as mistrustful as they were untrustworthy. Their unwavering devotion to their rulers made them terrifying opponents, ever willing to sacrifice themselves to bring down an enemy for the good of the hive. Seeing through their disguises was impossible even with magic, and their skills at mimicry only made it harder to determine whether someone was who they claimed to be, or a changeling scout gathering intelligence. The only way she had known which of her crew were changelings was that some simply hadn't cared to disguise themselves.

Also, they hadn't been quite so... colorful.

That had caught her off guard far more than any dropped disguise ever had.

King Thorax towered over Starlight, Trixie and even Princess Twilight as he walked the hallways of the Castle of Friendship, laughing and chatting. His mannerisms had struck Tempest as rather unfitting of a ruler, especially a changeling ruler. He was open, friendly, light of heart and, to her utmost surprise, quite unsure of himself. Twilight had been giving him leadership advice, not that she had much to draw from, in between their talks about adventures that had happened prior to Tempest's arrival in Ponyville.

Behind them trotted a small passel of changeling drones, each more colorful than the last. They had mostly been reticent, content to observe and, in a few cases, literally take notes on what they saw. Spike had endeavored to engage with them more directly, and was now regaling them with tales of his own exploits. These, they were equally content to listen to and take notes of.

Which left Tempest herself, taking up the rear of their little coterie, alongside her changeling counterpart, a teal stag named Pharynx. She had taken a liking to him immediately, recognizing in him a kindred spirit upon first sizing each other up. The pair had spent the time in silence, communicating solely through knowing looks and the occasional half-smile.

But now that everyone else was busy in conversation, it seemed like the right time to start their own.

"So," she said, keeping her voice low, "I may be unfamiliar with changeling military, but you have the bearing of a fighter."

His eyes flicked towards her, and he gave a slight nod. "Head patroller under the old queen. I had a big part in planning the invasion of Canterlot." He smirked.

"An invasion? I've done that once or twice myself." She steeled her expression to neutrality and took no small amount of satisfaction when his mouth dropped open slightly.

"You're pulling my damn leg," he said, clearly struggling to keep his voice down.

She gave her head a minimal shake. "I rode with the Storm King until just recently. Led his conquest of Canterlot myself." She was not completely successful at keeping pride from worming its way into her tone. "Served with a few changelings over the years, too."

A note of surprise burbled at the back of his throat. "No kidding. Anyone I know?"

Tempest shrugged. "Crypsis was the one who made the biggest impression. From a southern hive, as I recall. I always assumed she was a defector, but I never really pried."

"Possible, I suppose." He inclined his head toward Thorax. "My brother has been trying to make diplomatic overtures to the other hives, but, well... Communication is slow, they're inherently mistrustful, and the message of 'stop taking love and embrace it instead' isn't exactly winning converts, even with a promise of never going hungry again."

She chuckled quietly. He let out a long breath.

"But I suppose in time, it might. Assuming Chrysalis doesn't get to them first."

Tempest's reply was cut short as she overheard Princess Twilight declaring something "a great idea."

"I suppose I could send Pharynx out with them," said King Thorax, his voice full of doubt as he looked over the other changelings. "I don't like the idea of us being completely unguarded in Equestria just yet."

Pharynx frowned. "What are we doing now, brother? I was having a pleasant conversation, I'll have you know."

Tempest was a bit taken aback at his tone. Sure, the King might be Pharynx's brother, but did that relationship not still demand some deference? Perhaps things simply worked differently in the hive.

She would need to rethink her entire understanding royalty, at this rate.

Twilight indicated the entourage. "Thorax was just suggesting some of the changelings here go out into Ponyville to learn about our culture a little more directly."

King Thorax gave a sheepish little laugh. "Ah, well, it wasn't my idea, exactly..."

"That's right," Starlight said, turning a wide smile to one of the entourage. She was sky-blue, with a prominent set of ethereal pink fins, and judging by her size, she must have been a filly still, or whatever the changeling equivalent was. "It was a very good idea, though. What was your name again?"

The changeling filly squeaked something imperceptible. One of the others prodded her in the side, and she yelped, "O-Ocellus, Eques Glimmer!"

Tempest mouthed "Eques?" at Starlight, who waved a hoof in response.

"Oh, that. Trixie and I miiiight have received changeling knighthoods after we saved the hive from a big monster." She snort-laughed. "It's not a big deal, really."

Trixie made a sweeping gesture with her cape. "Eques Lulamoon considers it a very big deal, as well as a great honor."

She gave the king a wide grin. He, for his part, had the decency to get the conversation back on track.

"Ocellus is one of our brightest young scholars," he said, gazing at her with pride Tempest might have termed 'fatherly'. "She can be a little reserved sometimes, but she's been really excited to learn about pony culture up close and personal."

The other changelings snickered at the 'reserved' comment, while Ocellus used her notebook and quill to hide the blush purpling her cheeks.

Tempest, pensive, looked at Pharynx for a moment. "Princess, would you perhaps allow me to join the changelings as an escort instead?"

Everyone seemed taken aback, save for Ocellus, who lowered her notebook and protested in a soft, reedy voice.

"O-oh, but... Having a pony in the group might skew how other ponies interact with us! W-we need to have a solid control i-if we're going to gather valid data!"

Tempest noted the princess's sudden interest in Ocellus, the sort of quiet mania that bubbles to the surface when a lifelong scholar recognizes a kindred spirit.

"It doesn't have to be a problem," Tempest said smoothly. "I will admit my knowledge of changelings is a bit outdated--" she gave the king's antlers a pointed look-- "but last I knew, your shape-changing magic was as applicable to other creatures as it is to yourselves."

Ocellus and her companions made murmurs of confusion, but the king let out a sudden gasp. "That's a great idea! Why didn't I think of that? What do you say, Twilight?"

Twilight rubbed her hooves together. "Oh, you know me! Any excuse to learn new magic!"

Without further ado, the king inclined his head, and Tempest stepped up to him. She had never actually experienced this before and had no idea what to expect. First came the tingle of a shared spell resonating with the remains of her horn, then a slight shimmer over her eyes as the spell took hold. She felt her form shift, though not in any way she could put words to. And then it was over, and she felt... mostly normal, really.

"An impressive effect!" Trixie grinned as Starlight lit her horn, summoning a large mirror. "That is an illusion worthy of the Great and Powerful Trixie herself!"

The mirror's reflection was mesmerizing. Instead of herself, Tempest saw a turquoise changeling doe of her size, with a green carapace and a single maroon head fin. What held her gaze the strongest, however, was the jagged horn atop her head.

The same jewel-shined turquoise as the rest of her, it bent like a lightning bolt, first forward, then down at an angle before curving gently back over itself. Her hoof pressed against it unbidden. The horn's surface was cold, hard and unyielding. It felt somehow wrong, yet it felt somehow right.

"It's no illusion," said Pharynx in a gruff rasp. "Right now, Captain Shadow is as much a changeling as any infiltrator would be a pony." He chuckled, but it cut off at a sharp glance from the king.

"Now there's six of us!" said one of the other changelings. "This way, we can split up and cover more ground!"

"Oh," said the king, "but I, uh..."

Tempest wouldn't have looked away from the mirror, save that Starlight dispelled it. She kept glancing over to where it had been as the five changelings ignored their ruler's protests and arranged themselves into pairs. At the behest of an older, bespectacled doe, and words to the effect of "learning to be more outgoing", Tempest found herself paired with the young Ocellus and assigned to the town market district.

"By your leave, Princess," she said, bowing to Twilight, who bowed back.

Pharynx chuckled. "And in case anyone comes asking..." Green flame flashed from his horn, and in a moment, he had been replaced by a perfect replica of Tempest.

"I think I can do a decent impression," said the duplicate, in much the same way Tempest herself might have.

The other ponies just stared, no doubt unnerved by his ability to mimic her mannerisms. Tempest merely cleared her throat and turned away to hide a slight blush as memories of an intimate encounter with Crypsis resurfaced.

"Well then," said the older changeling, "are we all set? Ready to go out and make some friends?"

"Yes, Professor Urtica!" chorused the other, younger changelings.

"And look at it this way," Starlight whispered to Tempest as she walked past, "now you won't have to worry about not fitting in in Ponyville! Unbiased commentary about anything you like, straight from the source!"

She gave Tempest a big wink, and then the royal entourage moved off into the castle, leaving the changelings and their sole impersonator to file back out into the town and their information-gathering assignments.


The disguise, of course, did not stop ponies from staring at Tempest, but there was some ineffable quality about the stares that was different from those she was used to.

It certainly helped that she wasn't alone in the Ponyville marketplace, and Ocellus was getting the same stares. Really, it was just the mood, the town's atmosphere that had changed. Ponies didn't expect to see a pair of metamorphosed changelings standing near their favorite produce stalls, but once they had ascertained there was no danger present, they continued on their way with kind, if distant, nods of approval.

Somehow, this did not make Tempest feel better about herself.

She had had ample opportunity to take this all in as all she and Ocellus had done for the past ten minutes was stand at a street corner and let ponies gawk at them. Ocellus was clearly out of her depth trying to ask questions of random passersby, and Tempest felt like the little doe wouldn't learn anything if she wasn't taking point on this mission. Plus, Tempest's horn was distracting her.

Then again, Ocellus wouldn't learn anything if she didn't talk to anyone.

She watched Ocellus try and fail for the fourth time in as many minutes to start up a conversation. The girl turned defeated eyes up to her, eyes whose unspoken plea Tempest could not ignore.

"Don't worry," she said quietly. "Let me show you how it's done."

A brown stallion with a curious expression was hovering nearby, so Tempest swallowed her unease, held her head high and trotted toward him, calling, "Excuse me!"

He gave a little start. Clearing her throat, she continued in a slightly higher, lighter register.

"Hello there, sir or madam. My name is--" she hesitated, trying to think about insects-- "Honeypot, and this is my friend Ocellus. We're from the changeling hive, and we're here in Ponyville hoping to learn about pony culture."

The stallion's curiosity gradually morphed into the comfort of one presented with a well-meaning stranger. And why should he feel otherwise? They were just curious outsiders trying to learn about a foreign culture. Nothing about that was untoward or undesirable.

"Oh," he said, "sure! Ask away!"

Tempest found herself relaxing into the persona she was borrowing. Behind her, Ocellus let out a long breath, and Tempest beckoned her forward. She was the one with the questions, after all.

"I-I'd like to start with pony holidays, if you don't mind," Ocellus said, quickly finding her voice. "What could you tell me about..." She consulted her notepad. "Hearth's Warming?"

The stallion smiled. "Hearth's Warming? Oh, that's my favorite holiday! The trees, the lights, the gift-giving... Would you like to hear the story of Hearth's Warming first?"

Ocellus nodded eagerly. 'Honeypot' just stepped back and let her listen, a small smile on her face.


They spent the afternoon chatting up ponies about holiday celebrations, family structures, gender roles and food, and Tempest found herself learning quite a lot. In some ways, she was also a foreigner here, alien shape aside. These ponies certainly had a lot of holidays, and whichever was being asked about tended to be that pony's favorite.

But she also couldn't help but notice something else. Once a subject, or sometimes two or three, found out that they were just trying to learn about Ponyville and pony culture, all became relaxed around them in ways Tempest had never experienced. That she, another pony, had never received this treatment prickled at the back of her mind, to the extent that she lost track of what was going on around her.

"Thank you very much for your time," said Ocellus to a pair of mares she had been grilling about romantic relationships. "Um, Honeypot? Do you want to take a break?"

Tempest shook herself. "Sorry, I just spaced out there for a bit." Clearing her throat, she turned toward the two mares. "I've actually got one more question, if you don't mind. Our kind have done some... awful things to yours in the past. Yet, when we introduced ourselves as changelings, you didn't seem afraid or even apprehensive. Why is that?"

The mares shared a look. Ocellus regarded her quizzically, clearly unaware of where her question might be going.

"Gee, you're right," said the earth mare, placing a hoof comfortingly around the other mare's neck. "We were both here when changelings took Princess Twilight and her friends, and Lyra, well..."

"I... was in Canterlot during the first invasion." The mare's voice was hoarse, and her contented expression had hollowed into a thousand-yard stare. She closed her eyes and shook her head. "I was a bridesmaid. The changeling queen took over my mind and made me fight Princess Twilight. I-I still have nightmares about it sometimes."

She shuddered. Tempest glanced at Ocellus, who stared wide-eyed.

Frowning, the earth mare pulled the unicorn closer to her. "She doesn't like to talk about--"

"No, Bonnie, it's alright." She gave both of them a long, searching stare. Then, to Tempest's surprise, she laughed.

"You know, if I really think about it? When I hear 'changeling', I envision black monsters, sharp fangs, and that terrifying--" She swallowed. "But you two aren't like of that. You've both been nothing but kind and friendly. I guess to my mind, you're just strange-looking ponies, and there's nothing at all wrong with that.

"I don't know the details about what happened to make you look the way you do now, but if I'm being honest, I guess I don't believe you when you say you're changelings? Like, I do, but not like... for real." She shrank back a little, concern written heavy on her face. "Does... does that make sense?"

Tempest nodded at the same time Ocellus shook her head. The mare gave a laugh with no heart behind it and shrugged.

"That's the best I can do, sorry. For what it's worth? I'd much rather you all be somepony we can make friends with now."

There was a moment's hesitation, and then Tempest was taken aback as Lyra's forelegs wrapped around her neck. She could only wonder if the blush showed through her changeling carapace.

"Whatever changed you," she whispered, "it's a sure sign you have changed. We ponies don't get to be that easy to deal with."

Just as quickly, the pressure was gone, and the two mares were walking away.

"My therapist is gonna be so proud of me," the unicorn said happily before she was out of earshot.

Tempest watched them for quite a while as they disappeared into the crowd.

"This is only the beginning," she said to no one in particular.

Ocellus only gave her a questioning look.


Tempest had very purposefully sought out Bulk Biceps when she saw him hawking roasted nuts in the town square. Another stallion, a blue one who had been making a purchase, ended up caught in their conversation.

"So changelings are not seen a threat because we look different than we used to," she said, having caught them up to speed. "So what about Starlight Glimmer? I've heard she did some terrible things before she came to Ponyville."

The stallions exchanged a glance.

"Uh," said the blue one, "well, the fact is... I guess if I think about it, I only know that because other ponies have told me?"

"I dunno," said Bulk, a wary note in his tone. "She did put a major brain whammy on me once. I kinda don't remember it too well. But mind control's pretty evil, right?"

The other stallion nodded. "Yeah, it is. But she apologized afterward, didn't she?"

"She did!" Bulk slammed his hoof down on his cart, leaving a dent. "And Princess Twilight says she's really come a long way since her days of being a bad pony!"

The blue stallion turned back to Tempest and shrugged. "I guess that's your answer. Nopony in town was around to see Starlight at her worst, just the Princess and her friends. And anything she's done since that was actually bad, well..."

"Everypony makes mistakes!" Bulk bellowed, tearing his little paper hat off his head and ripping it in two. "Forgiveness is an important part of friendship! YEEAAHHHH!"

The blue stallion recoiled from the enthusiasm. "Uh, right. Not to mention, she's a hero of Equestria now. She saved Ponyville from that second changeling invasion, after all! Uh, no offense."

Tempest hesitated for a moment, lost in thought. Then she barked a quick, "Thank you!" before tearing off down the road, leaving Ocellus behind.


Flying was amazing.

Tempest hadn't wondered whether or not she could fly in this body. She just saw the grey pegasus lofting overhead and willed herself to follow.

Despite the fact that she was dead-set on interrogating said pegasus, she at least had the presence of mind to appreciate the experience of flight.

"Tempest Shadow!" she shouted over the rushing wind.

"No!" cried the mare. "Derpy Hooves!"

"I mean she's in town!" Tempest ground her teeth. "What do you think of Princess Twilight bringing a pony who tried to conquer Equestria into Ponyville?"

"Oh, that!"

The pegasus braked so hard, Tempest shot past her and ended up tangled in a cloud. She was saved when the pegasus pulled her out and sat them both down atop it.

"I dunno," Derpy said with a shrug.

"You were in Canterlot when the attacked happened," said Tempest.

The mare goggled at her. "How did you know?"

"Uh, you just... have that look?"

"Oh." Derpy nodded, as though anything had been explained. "You're right, actually. And I even got turned to stone by Tempest Shadow!"

Tempest leaned in. "Do you hate her for that?"

Derpy shook her head. "Oh, no, not at all! I mean, it wasn't very nice, but it's hardly the worst thing that's ever happened to me." She giggled. "Plus, I'm all better now! And Princess Twilight told me that without my heroic sacrifice, she wouldn't have been able to stop the forces of the Storm King!" Her words were measured, as though she were trying hard to relate precisely what someone else had said to her.

"And anyway, I'm a forgiving kind of pony."

Tempest stared, dumbfounded, into the smiling face of the one pony in this town other than Twilight whom she had most personally wronged.

"I, um, hear tell that she still gets fearful looks in the street, while Starlight Glimmer, another former villain, has no such issue, and even myself and my friend have encountered nothing but friendly smiles."

Derpy gave her a confused look. "What friend?"

"Uh..." A small stone sank in Tempest's stomach. "Nevermind."

"Well," said the other mare, "I can't speak for everypony in town, but I think a lot of them were there in Canterlot with me. They didn't get turned to stone, so they saw everything that happened. And maaaaybe seeing Tempest around is a sore reminder of a time that wasn't much fun for any of them."

Tempest sat back on her haunches, gaping.

"I mean, she did make a nice speech at her party." Derpy rubbed the back of her head. "But I guess words might not be enough to make somepony forget seeing a pony do something really scary."

Derpy might have shivered. Tempest couldn't be sure.

"But," she continued, cheer returning to her face, "that also means that if Tempest does a bunch of good stuff while she's in Ponyville, ponies will get used to her and not be so scared. Give her enough time, and eventually when they hear the name 'Tempest Shadow', they'll think of the kind pony she's become and not the scary pony she used to be.

"Or something like that, maybe." Derpy's smile was wide and genuine. "I'm the forgiving kind of pony, not the thinking kind!"

Tempest drank in the mare's words. "So you'd say she has a chance to really... turn her life around? Make friends?"

"Call me a hopeless optimist, but I think she can do it. All she needs is time and effort!" Derpy stuck her tongue out the side of her mouth. "And good spirits. And stick-to-it-ive-ness. And..."

Tempest was going to interrupt but didn't get a chance as someone below called, "Honeypot, there you are!"

"Thanks for your time, ma'am," Tempest said quickly, before diving off the cloud.

"Bye, Miss Captain Shadow!" Derpy called after her, waving.

When Tempest hit the ground, it was next to a very irate-looking Ocellus. She hadn't thought the timid little changeling actually could be irate, but her angry face was as unmistakable as it was remarkable.

"I've been looking everywhere for you!" she shouted sans preamble. "You just left me in a ditch back there! What were you even doing all this time? I'm so angry I could just..."

In a flash, she turned into a juvenile dragon and loosed a burst of fire heavenward. Three ponies in the distance screamed. Ocellus returned to her normal form, panting heavily.

A wave of unexpected guilt washed over Tempest. "I was..."

At the time, she'd justified it internally as helping Ocellus with her fact-gathering. But really, what had she been doing? Snooping around Ponyville in disguise, trying to get ponies to gossip about her so she'd know what they thought of her?

She hadn't liked what they'd said, but she didn't like what she'd done even more.

Her ears and tail drooped as she debased herself before this tiny changeling and her infinite fury.

"I'm... sorry, Ocellus," she said, taking care not to mumble. "I got caught up in what I was doing and forgot I was supposed to be helping you. I was thoughtless, and for that, I apologize.

"Do you... want to continue talking to ponies?"

Ocellus pouted. It would have made her look cute, if not for the scowl in which it sat. "No. I've got enough. Let's just go back."

Tempest nodded slowly, and the two of them trotted their way to the castle.


They found Twilight's party in the banquet hall. Only the ponies were engaged in eating, the changelings seemimg content merely to observe. Ocellus and Tempest were the first ones back, though not by much, which made Tempest feel just a tiny bit better. Ocellus had a hushed conversation with Pharynx, still in Tempest's form, who approached her afterward.

"I know what you're going to say," said Tempest.

Her doppelganger regarded her with bemusement rather than the anger she had expected. "You left her in a ditch?"

Tempest rolled her eyes. "She means I ditched her. Which, yes, I did. And I feel bad about it, so I apologized to her."

"She did say that, yes."

Tempest squeezed her eyes shut and concentrated. Lightning sparked out of the base of her crooked horn. After a few seconds, the false form of Honeypot popped and vanished, leaving behind a shower of sparks and Tempest herself.

Her double snickered.

"Impressive," 'she' said. A flash of green flame, and Pharynx was himself once more. "So, you learn anything good?"

Tempest gazed over at Ocellus, who was now chatting amiably with her peers and Princess Twilight. All trace of her earlier temper was absent, and she even laughed at another changeling's anecdote.

It was a lucky thing Tempest had been given this chance to go out and learn more about Ponyville. Really, truly lucky, considering that morning she hadn't even known what questions to ask.

"I think I did," Tempest said, more to herself than anything. "I learned a lot, in fact."

Pharynx raised an eye ridge. "Oh?"

Before Tempest had a chance to respond, Ocellus trotted over, looking contrite.

"I, um... I just wanted to say I'm sorry for yelling at you. I was upset you left me behind, but you did help me talk to a lot of ponies, which I definitely couldn't have done myself, so... Thank you."

Without any warning, Tempest found herself in the second unexpected hug of the day. Stricken, she could only send a silent plea to Pharynx, but his face betrayed no emotion, nor did he move to assist. She mustered the resolve to pat the little changeling on the back, which seemed to mollify her, such that she parted the embrace.

"You have every right to be angry with me," said Tempest. "I wronged you far worse than you wronged me."

Ocellus gazed up at Tempest with round, earnest eyes. "I've heard that forgiveness is an important part of friendship. So, I have decided to forgive you, because you helped me overcome my shyness." She looked down at the floor, digging at the carpet with her hooftip. "Even if it was just for an afternoon."

She stayed like that for a moment, then hop-skipped away, giving a little wave and rejoining the party of other changelings to pick back up on their conversation. Pharynx watched her with obvious pride that mirrored his brother's.

"She really is quite an exceptional scholar," he said. "With changelings like her around in the future, I can't help but think the hive is gonna be in good hooves." He cleared his throat. "Not that it's doing poorly right now, mind you."

Tempest chuckled. "Of course. And I agree, she is quite the scholar." She let out a long breath through her nostrils. "And as to your earlier question, well..."

She looked back over to Twilight, but it was the myriad multicolored faces of Ponyville townsponies that she saw. There were so many. She knew a scant few by sight, even fewer by name. And so many of them only knew her as a boogeymare, a creature of darkness that had descended from above to make their lives a living nightmare.

She swallowed.

"If there's anything I learned today, it's that I have many more apologies to make."