//------------------------------//
// S7 E19: To Change a Changeling (What If?) (Bonus Chapter) - Redo 
// Story: My Little Pony Friendship is Magic What If?: Volume 15 
// by SuperPinkBrony12 
//------------------------------//

A faint poof of light turqoise colored magic announced the arrival of two creatures to the outskirts of the new changeling hive. And neither of them had been there before. The two creatures were a unicorn mare with a grayish-purple coat, and a "baby" dragon with light purple scales and green spines.

"Well, here we are!" Starlight proudly declared while waving a hoof across the horizon.

Spike hopped down from Starlight's back and stood next to her, taking in the sights. He could hardly believe how much the hive had changed from when he and Starlight Glimmer had seen it last. "Wow! It's amazing how quickly things change. Everything's so much more beautiful around here now." He found himself commenting in amazement.

Starlight nodded. "Amazing what a new leader can do for an entire kingdom. Thorax has really turned the hive around."

Spike pointed out. "You mean King Thorax," He playfully ribbed Starlight in the side. "After all, he is basically the ruler of the hive whether he admits it or not. I just hope his 'highness' isn't so busy with royal issues that he can't take time to see us."

The unicorn mare giggled as she and Spike walked towards the hive proper. "Don't be silly, Spike. We're just friends visting another friend, is all. And it's not like we're strangers to dealing with royalty, we live with a princess who considers us part of her family, after all."

The little dragon nodded and smiled. "Yup. It's really too bad Twilight couldn't come with us. Ever since she got the idea for this festival of friendship, she's been so busy it seems she barely has time for anything else."

Starlight Glimmer just replied. "Hey, she insisted we come here. I'm sure she'll get around to visiting the hive soon enough," But then a thought struck her. "I just hope our little surprise visit doesn't cause any issues. Thorax did mention the last time I saw him that he was dealing with some changelings. Changelings that haven't quite gotten used to him being king. And if they have it out for him, they'll certainly have it out for us."

Spike scoffed and playfully laughed as he dismissed the danger. "Come on, Starlight! Have a little faith in us! Why would any changeling hate us? If it wasn't for us, Thorax never would've been able to stand up to Chrysalis and put that nasty queen in her place. Why, I think any changeling would be overjoyed to see us."

Yet just as soon as those words had left the little dragon's mouth, he and Starlight were startled to suddenly be confronted by a black skinned changeling with dark blue eyes. He didn't seem to have been affected by the transformation the other changelings had undergone, he looked like they had looked under Chrysalis.

The changeling narrowed his eyes and hissed! "Stay away, intruders!" He barked out in a gruff, authoritative voice.

Spike jumped back in surprise! "W-we're not intruders! I swear!" And he brandished his claws! "Please, don't hurt us! I'm a fire breathing dragon, you know!"

Starlight then stepped forward, hoping to defuse the tensions that were threatening to boil over. "Whoever you are," She kindly spoke to the changeling. "We come in peace. We don't want any trouble!"

"Well too bad, you just found it!" The changeling hissed again! "Those who threaten the hive must be stopped, and I'm just the changeling to do it!" Without warning, he lunged forward and quickly snatched up both pony and dragon in a large, brown sack!

"Hey, what are you doing?!" Starlight cried out, her voice muffled from inside of the sack! "You can't do this to us! We're friends of Thorax!"

The changeling only coldly replied. "Just be quiet, intruders. Where do you think I'm taking you? I'll let our king decide what to do with you. And you'd best hope he shows you mercy, 'cause I won't show you any! You'll get no sympathy from me."

Spike and Starlight could only wonder what the deal was with this changeling, and why he regarded them as intruders even though they were friends of Thorax. They had no way of knowing that this changeling not only had a personal connection to Thorax, but that he had a problem that Spike and Starlight were going to find themselves unofficially tasked with solving.



Pony and dragon fumbled and stumbled around inside the huge sack, trying in vain to break free.

"Ow!" Starlight groaned as she felt something sharp poke her in her side. "Watch where you point your claws, Spike!"

"I'm trying to rip open the sack so we can get out!" Spike replied! "Just hold still! Or would you rather I use my fire breath?!"

Starlight frantically shot back! "Don't do that! You'll set us on fire too! We'll never get out that way!"

The little dragon groaned. "Then use your magic or something!"

And the unicorn mare replied. "I'm trying to, but I can't get a clear shot because we keep moving! And it's hard to concentrate with you poking me all the time!"

Then, suddenly, pony and dragon felt the sack be dropped. A second later, light flooded their vision as they tumbled out and found themselves staring up at some kind of throne. Perched atop it was Thorax, who looked quite surprised to see them both if the expression upon his face was any indication.

"Your majesty," The changeling from before spoke up in a rather rude tone of voice. "I caught these intruders sneaking around on the outskirts of the hive. Do you want me to drain all their love for you? Or lock them up in cocoons so we can make copies of them?"

Thorax rose from his throne and shook his head in disapproval, quickly voicing his displeasure with any such suggestion. "No, Pharynx. There's no need for any of that. These are my friends: Starlight and Spike," Then he greeted the two. "Hi Starlight, Hi Spike. You didn't tell me you'd be stopping by."

Starlight couldn't help but roll her eyes. "You sure have a strange way of showing off your hospitality, Thorax. If this is the way you treat friends, it's no wonder you never had any before meeting Spike."

Thorax could only sigh and groan in frustration as he replied. "It wasn't my idea! Pharynx was the one who captured you two. And I've specifically told him to stop doing things like that! That's not how we do things around here anymore! We're nice now, we don't kidnap other creatures!"

Spike immediately inquired. "So Pharynx would be..."

But there needn't have been a need to ask. The black skinned changeling from earlier spoke up in a gruff and nasty sounding voice! "-Me! Obviously! What, Thorax never told you about me?! Me?!"

Both Spike and Starlight shook their heads.

Pharynx snarled. "Why am I not surprised? You'd think he would show a little more respect to his older brother. But no, he always leaves me out!" He folded his hooves across his chest in a pout. "But whether he likes it or not, I'm the head of security around here! It's my job to protect the hive from those would do it harm."

"It's true," Thorax willingly confessed. "Pharynx and I, we're broodmates. He was practically Chrysalis' right hoof changeling, even if he didn't participate in the invasion on Canterlot."

"Someone had to stay and hold down the fort while the queen was off launching her attack," Pharynx explained. "Who better than me, the head of patrols, to keep any would be trouble makers in line?"

The king could only groan. "But you're living in the past, brother. We're not those nasty creatures we once were! We don't launch invasions on other nations or kidnap ponies!" He frowned and sighed. "Everyone else around here has accepted the changes. Everyone else has embraced the love. Why do you continue to be the only hold out? I thought making you the head of security would satisfy you, not give you a license to just harrass others!"

The black skinned changeling could only roll his eyes! "You call it harrassment, but I call it looking out for the hive's well being! What if these guys were impostors pretending to be your friends?! You would've let them just waltz on in and have their way with you, and there wouldn't be anything any of us could do to stop it! You're no good to anyone if you get taken out. Far as I'm concerned, I'm the only one who gives a hootin' holler about making sure the hive is protected! We're vulnerable now and you know it!"

Thorax protested. "There's no reason to shut ourselves off from the world just because some creatures might try to do us harm. We have friends now, friends we can turn to for help."

"What good are friends if our leader is too afraid to take charge and do what's right?" Pharynx snarled, before turning to Spike and Starlight and telling them. "You're lucky. If this were the old days, I'd have already feasted upon your love," When he heard his brother clear his throat, he added. "But of course, I can't do that anymore. Not if I don't wanna get kicked out of the hive! Much as I hate to admit it, I wouldn't last long on my own," But then he turned back to Thorax. "But how does anyone expect me to raise an army if I can't paint the changelings back into black?!"

"I told you why!" Thorax argued back! "They don't like it! And if you keep this up, I swear I'm gonna paint you bright green and orange, and see how you like it!"

"No way! Never in a million years!" The black skinned changeling roared as he kicked a nearby stone in protest. Then, buzzing his wings he declared. "Do whatever you want, brother. I know where I'm not wanted. I won't stay here to be insulted. And you certainly don't need me making you 'look like a fool'. Maker only knows you do a good enough job of that on your own. I'm out of here!" And he soon buzzed away.





Thorax was now alone with the two friends to whom he owed so much. Normally, he would've been overjoyed to see them, especially when they had decided to surprise him by coming into the hive unannounced. However, in light of what they had been subjected to and had witnessed, it was obvious that any pleasent formalities would be useless.

Still, the king seemed to adopt a sincere look of guilt while he told his guests. "I'm really sorry about all of that. Especially about Pharynx," He put a hoof up to the side of one of his antlers as he lamented. "What am I gonna do with him? It feels like there's no place for him in the new hive. But I can't just kick him out and leave him at the mercy of some monster. He's my brother for goodness sake!"

"Was he always like this?" Spike questioned Thorax.

"Definitely not in the old days. If he ever had any complaints, he'd always keep them to himself," Thorax replied. "I'm sure he wants to do his part to help the new hive. He was always the more protective of the two between him and I. I guess I should've expected him to have a hard time with how close he was to Chrysalis, even if he insists he was never fully loyal to her like he is to me."

Starlight couldn't help but inquire. "Are you sure you two are brothers? Maybe Chrysalis just planted the memories in you both somehow to make you think you had a bond?"

"No, Chrysalis could never have done that. She can't manipulate memories like she can appearances," Thorax protested with a shake of his head. "Really, Pharynx wasn't always this grumpy and mean. I thought that after taking care of the changelings who still had doubts about my rule, that he'd come around. I've tried giving him some space to just be himself, but nothing sems to work. At this point, I really don't know what I'm gonna do with him. The other changelings won't stop complaining about him, about how he keeps trying to force them onto patrols."

"Haven't you tried talking to him? Maybe asked him what he wants?" Spike asked.

Thorax sighed. "Believe me, I have more times than I care to admit. In fact, I had a talk with him just after I came back from meeting Ember. I thought I knew what he was getting at now that I knew what it was like to have to defend yourself, to stand up to others to protect the ones you care you about. But I still couldn't get through to him. He still insists on doing what he's been doing since the hive changed," Then a raging blush started to form on his cheeks. "Oh, here I am blattering on about my problems. I haven't even asked why you two came here. Did Princess Twilight send you?"

Spike and Starlight both said at the same time. "Nope."

Spike even pointed out. "Trust me. With the way Twilight is, you would've known if she was sending us to meet with you. Really, Starlight and I just wanted to come here to see you. Twilight figured we could both use a bit of a change of scenery. You know, take some time off from what we're used to doing."

Starlight Glimmer then sheepishly and nervously declared. "Um, surprise?"

Thorax grinned. "Oh, you didn't have to do that. You don't need an excuse to come and see me just because I'm royalty," He pulled his friends close. "Thanks for coming all this way to visit me, though. It really means a lot," Then he got an idea. "Hey, how about I show the rest of the hive? You two will hardly believe how much this place has changed since you saw it last!"

Starlight and Spike looked across to each other and nodded, the little dragon telling the king. "Well, it's not like we've got anything better to do. We'd be honored to have you show us around, Thorax."

"Splendid!" The king excitedly declared! "Follow me!" And it wasn't long before he was showing off various parts of the hive to his visitors. This included a small stage for performing arts, a huge table housing all sorts of food, and a smaller table involving changelings working with paper and glue. He pointed a hoof to each to draw attention to them. "There's so much to see and do. Before, we used to just hunt and patrol. But now, now we've just about got everything! And don't worry, we've updated the bathrooms to better accomodate all sorts of creatures and not just changelings."

"Well, that's a relief if we ever need to make use of them." Starlight breathed a small sigh of relief.

Spike nodded before asking. "Did you do all of these things by yourself, Thorax?"

"Not that I mean to brag, but yes, I did!" Thorax happily confessed. "We have classic theatre, swing dancing and a once-a-week potluck lunch, all to boost our morale," Then he added. "Ooh! And who can change shape and organize arts and craft time?" He happily transformed into a pink flamingo and stepped onto a small podium as he boasted. "This guy!"

Both unicorn and dragon were amazed, and the unicorn mare couldn't help but comment. "Wow, Thorax! You were right, the hive's changed completely. If it weren't for seeing you, I don't know if Spike and I would believe we were in the right place," Then she added. "I might just have to tell Trixie about that stage. I have a feeling she'd all too happy to put on a performance here, with me as her great and powerful assistant of course."

"Did it take a lot of convincing for the other changelings to accept all of this?" Spike contemplated.

The king nodded as he transformed back into his changeling self. "Yup. But Ember's lessons on leadership really paid off! I'll have to write her a letter or something to thank her for all her support," However, he then let out a very unhappy sigh and hung his head. "Although, it may not matter. I don't know if we changelings will have much time to be doing any of these things. I hate to admit it, but Pharynx has a point about the hive being unprotected. Honestly, you two have come at a pretty bad time."

Spike nervously asked. "Why? Everything seems just fine... aside from Old tall, dark and rude." He gestured a claw off to the distance as he swore he could briefly see Pharynx spying on him and Starlight.

Thorax explained in a low and sorrowful tone. "Pharynx isn't the problem, despite what you might think. And I wouldn't wanna be a burden by dragging you guys into a sibling squabble, even if you're kind of siblings yourself now. The real problem is that we're dealing with a malwurf. Basically a giant mole that likes to feed on anything and everything in its path. And it gets worse," He gulped. "It's completely immune to magic. Nothing seems to hurt it. So far, the only thing that's been keeping it away from the hive are these plants I've had set out for it to snack on."

"Why not write to Twilight or Ember for help?" Spike proposed.

"That malwurf is tricky," Thorax explained again. "It can burrow underground, and then you'll never see it coming before it's too late. I don't know what I'll do if it pops up in the middle of the hive one day! The worst part is, Pharynx has to know this makes me look bad in the eyes of the changelings. And if word gets out that I can't even deal with something like this," He hung his head in shame. "Why should any changeling ever trust me?"

Spike immediately put a claw around the king. "Come on, now, Thorax! Don't start doubting yourself! I know what that's like, and trust me when I say it only makes things worse!" Then he got an idea. "Hey, I know! Maybe Starlight and I could talk to Pharynx, maybe talk a little sense into him?"

Starlight quickly warmed up to the idea as she realized what Spike was implying! "That's actually a good idea, Spike! The two of us know a thing or two about being outcasts. Besides, you were the first one to trust Thorax and believe that he could change. And you didn't give up on me even when I wanted to. You seem to be able to see things in others even before they can see it for themselves."

The little dragon giddly grinned. "Guess it just comes from having a mom like Twilight. Some of her magic has rubbed off on me."

Thorax wasn't so sure. "You two really think you can get through to him? I don't want you guys to solve all my problems for me. I'm the king now, I have to be able to solve things on my own every now and then!"

"But a good king knows when he needs help. It's not a sign of weakness to turn to others when you need it," Starlight pointed out. "The biggest mistake any leader can make is thinking they have to solve everything on their own. Just give Spike and I a chance. We haven't met a problem yet that we couldn't solve in the end!"

"Well, if you two are sure, I guess I'll leave you to it," The king replied as he unfolded his wings. "I'll take over patrolling the outside of the hive and give him a break. Best of luck, not that I think you'll need it or anything. You guys got this, right?" He nervously laughed. And then with a buzz of his wings, he was off.

Yet as soon as Thorax was out of sight, Spike and Starlight felt their earlier confidence start to leave them. Starlight Glimmer even found herself lamenting as she looked to Spike. "Just how do we always get into these situations, Spike? Seems like every time we're together, there's always some big problem or crisis we have to deal with."

The little dragon just did his best to pluck up courage as he declared. "Well, there's no turning back now! We gave Thorax our word! We have to at least try."





Pharynx was anything but pleased to see Spike and Starlight when he returned to the hive. He turned his head so as to not have to look at them. "Why are you idiots here?" He grumbled. "You expecting an apology or something? Well, fine, I'm sorry I mistook you two for intruders and took you prisoner. But honestly, it's your own fault for being so sneaky! Besides, how was I to know you two were friends with my brother? He never tells me anything anymore!"

Spike couldn't help but whisper to Starlight as they drew near to the changeling. "Looks like he's going to be difficult. Any ideas?"

Starlight whispered back. "Nope. Just gonna have to wing it, and hope for the best," Then she trotted up to the lone changeling and cleared her throat, pretending she hadn't heard him until now. "Uh, hey, um... Pharynx, was it?"

The black skinned changeling snarled, snorted and rolled his eyes. "Don't take me for a fool, you know who I am and what I'm like! Thorax put you up to this, didn't he? He thinks I'm going to overthrow him like he did Chrysalis."

"Well, you're certainly not helping your case acting like you hate change and just want things to go back to the way they were," Spike pointed out. "You're making it sound like you want Chrysalis back even though she was intentionally starving you and the other changelings."

Pharynx snorted anew. "Chrysalis got what was coming to her! She stopped caring about the hive! If I'd been in charge, that disaster of an invasion in Canterlot would've never happened! And we never would've had to stoop to kidnapping a baby princess, we used to be better than that. It doesn't matter, though, my brother's the king and I'm not. It's not my place to question his authority, especially not when all the other changelings look up to him now."

Starlight all but demanded as she used her magic to pull Pharynx close and force him to make eye contact with her and Spike. "Would you just listen for a moment or two?! We're trying to help you, here! Even Thorax is worried about you, about how you don't have any friends! And trust me when I say, not having friends with your attitude is just asking for trouble."

The little dragon nodded in agreement. "You really should listen to Starlight, Pharynx. You're starting to sound an awful lot like the kind of pony she used to be."

Pharynx only coldly replied. "How could you possibly know what it's like to be me? You're not me and you never will be! I'm a solider by nature! I'm not meant to be a leader!"

"I used to think the same after all I'd done. But Thorax and Spike helped me to see that I don't have to let my fears of who I was stop me from being the pony I need to be when the situation calls for it," Starlight explained to the best of her ability. "Once, I was a horrible pony who ruled over others with fear and lies. I was no better than Chrysalis."

"Is that why you made that big speech and tried to get her to change her ways?" Pharynx bitterly remarked. "Because it didn't work. I could've told you it was a useless effort! Chrysalis only ever cared about herself. A heart as black as hers is incapable of feeling love or knowing what it's like to do something for the good of others."

Starlight Gimmer swallowed hard as she tried her best not to look intimidated. "Unlike Chrysalis, I was given a second chance and I took it. I changed and became a better pony. You can do the same if you just open up your heart, Pharynx. Isn't it better than always complaining and burning bridges with those who just want to help you?"

Spike all but pleaded. "Come on, Pharynx. Just look around you. Isn't the new hive better than what you had before? Isn't it better that changelings don't have to live in fear anymore? I'm sure you can find a new role for yourself if you just tried."

But the black skinned changeling only turned his head as he angrily remarked. "You don't know me at all! Stop acting like you care! You're only doing this because my brother feels sorry for me! If it wasnt' for him, I'd probably already have been kicked out by the hive!" He then unhappily sighed. "I can read a room. The other changelings have made it perfectly clear by now, they don't want me. It's only a matter of time until they make it official and kick me out, with or without Thorax's permission. I'm the odd one out, and that's fine by me! I'll fend for myself if I have to!"

"But Pharynx-!" Starlight tried to plea.

Pharynx just kicked some dirt off his hooves. "-But nothing!" He hissed in a bitter tone of voice while trying in vain to hold back tears. "You losers don't need to concern yourselves with me! Forget about me and do whatever it is you came here to do! And if you see my brother, tell him I don't need his pity anymore! Whatever he really wants to do with me, he'd better do it now and get it over with! Or does he think I'm not even worth the effort of a formal dismissing?!" He proceeded to wander off somewhere, most likely to sulk and be alone with his thoughts.

Pharynx's abrupt departure left Starlight and Spike alone in the center of the hive. And the two didn't know what to do.

The unicorn mare with a grayish-purple coat hung her head in shame. "Well, that could've gone better," She gulmly said to herself. "Between Pharynx and Chrysalis, I think it's clear I'm not cut out for motivational speeches of encouragement. Twilight's always better at that anyway, why do I let myself think I could ever outdo her in that department?"

Spike immediately reached out a claw to lift Starlight's head up. "Starlight, come on! Don't go there!" He firmly insisted as he locked eyes with her. "What matters is that we tried, right? Maybe Pharynx is right, maybe he's just a creature beyond help."

But Starlight frowned. "I'm tempted to think that. But after everything I've been through, who am I to judge others as a lost cause?" She then lamented aloud. "Either way, we failed. I think we just made things worse instead of better."

The little dragon then thought of an idea. "Well, why don't we talk to Thorax when he gets back? I mean, he's going to hear about this anyway, right? Best if he hears it from us instead of from someone else, right?"

"I guess so," The unicorn mare reluctantly agreed. "Honestly, though, I'm wondering why Thorax even sticks up for Pharynx. It doesn't seem like Pharynx appreciates Thorax's brotherly love and concern for him, he doesn't even seem to think Thorax can protect him from the other changelings," She put a hoof to her chin. "Come to think of it, he and Thorax barely seem to understand each other. Thorax admitted he was afraid Pharynx might try to overthrow him, even though we now know that's nonsense."

Spike shrugged his claws. "Well, I guess there really is only one thing to do: We'll have to talk with Thorax and ask some hard questions. Because otherwise, I don't know what we're supposed to do in this situation or even what we can do. Really feels like we're up the river without a paddle on this one."





Thorax was surprised anew when he returned to his throne and found Spike and Starlight already waiting for him there. "Oh, hey guys," He commented in an innocent and blissfully unaware tone of voice, even smiling brightly as he sat upon his throne and looked down upon them. Only then did he take notice of the pronounced frowns upon the two. "Why the long faces? How'd things go with my brother?"

Starlight and Spike exchanged nervous glances, as if daring the other to speak up first. But neither seemed willing to do so.

Thorax didn't need to be a mind reader to realize what this probably meant. "Don't tell me:" He glumly guessed. "You couldn't go through to him at all, could you?"

Starlight Glimmer reluctantly confessed. "Nope. I mean, it's not like we didn't try. But Pharynx is... well... stubborn."

Spike added. "In our defense, we're not exactly miracle workers. Guess it was kind of silly of us to think one talk could make all the difference."

Thorax shifted his hooves, resting his head on his right front hoof. "It's just as I feared, Pharynx and I have drifted apart forever. Nothing can fix our broken bond, not even you two," He sighed and lamented. "If only he'd been made the king instead of me. He always seemed like more of a leader. I thought if I let him keep his old position and train an army of his own, it'd make him happy. Seems like it only made things worse."

"Seems to me like he thinks he's a soldier without a kingdom or a ruler to protect," Starlight concluded. "He must be wondering what he's fighting for if he has nothing to hold dear, nothing worth protecting and defending."

The little dragon then spoke up. "Actually, Thorax, Pharynx did say he has no intention of trying to overthrow or replace you. If anything, he thinks you can't protect him from the other changelings," And he then pondered. "Why exactly do you do what you've done for him? I'm having a hard time believing you two could ever be brothers, or that you two could ever get along."

At that the king's mood seemed to change. "Pharynx has always been tough, but it's not like he's never cared. He was always there for me growing up, in his own brotherly way." And in his mind, he started flashing back to memories he had from when he had been just a hatchling:

A much younger Thorax was happily playing with miniature dolls, the only toys he'd been able to hold onto. And so play he did, playing to his heart's content without a care in the world. It was the closest he could ever come to happiness on his own.

The other changelings didn't think Thorax such was a happy sight, though. In fact, a trio of older changelings saw a chance to bully and belittle him. They walked right up to little Thorax, and sinisterly they laughed and teased. "Oh, look at little Thorax playing with his dollies." Then one of them snatched the dolls up, holding them out of reach of Thorax's tiny hooves.

"Hey, give those back!" Thorax protested to the bullies, jumping up to try and grab at his dolls. But to no avail!

"What's wrong?" The other two changelings taunted. "Don't you wanna have playmates?"

"Not the likes of you! Give me back my dolls already! Come on!" Thorax pleaded! "Why are you picking on me? I never did anything to you, did I?"

The changelings just laughed, cackling with glee. "You're an easy target, Thorax. You gotta learn to act like a proper changeling," They all added quite sternly. "And proper changelings don't have time for childish distractions. They growl and hiss, and feed on love. That's what we do, that's what our queen commands. And those who don't follow Chrysalis' orders, leave the hive!"

"But I don't wanna leave the hive!" Thorax whined, tears starting to form in his eyes. "And I don't wanna growl and hiss! Please, just give me back my dolls and let me be! Don't you have somewhere else you need to be?"

"Oh we do," Laughed the changeling who was still holding the dolls out of Thorax's reach. "But we've got a couple of minutes to spend tormenting you. And no way are we gonna miss out on our favorite pastime."

Thorax shut his eyes, trying in vain to hold back the tears that were now flowing freely down his face. Why did every single changeling he met have to be so mean to him? What was so wrong with being different?

All of a sudden however, the laughs, chortles and giggles coming from the bullies came to a halt. From out of the blue, a voice of fury cried out quite sternly. "Leave my little brother alone!"

The voice alone was enough to make the changelings stop dead in their tracks. Against their better judgement, they chose to turn towards the location in which they'd last heard the voice. A mistake on their part, for the sight that greeted their eyes, filled their very souls with terror! A massive bugbear stood before them, the creature letting out a roar so powerful and terrifying it could fill even the bravest of souls with fear!

The bullies didn't bother to stick around after that. They turned around and ran off deep into the hive, screaming at the top of their lungs! One of them even dropped the dolls he'd previously been holding. They landed on the ground in front of Thorax, unharmed.

Thorax himself wasn't frightened or intimidated by the bugbear, he just smiled as he approached it and pet it. "Thanks, big brother. You're the best!" He said with a goofy grin plastered firmly on his face. By now, his tears had dried up completely.

Pharynx transformed back to his original changeling state in a flash of sickely, lime-green colored magic. "No one takes away my brother's dolls but me," He insisted, and then scolded. "If any changeling is going to tell you to stop with the games, it's going to be me and me alone. That's what brothers do."

"Big brother, can't you afford to lighten up every now and then?" Thorax cheerfully commented. "You're always so serious."

Pharynx remarked with a humph. "It's because I have to, it's how we changelings survive. You may not get it yet, brother of mine. But someday you'll understand that there's no time for childish games when our very survival is at stake," Then he added. "Be lucky I even bothered to hold onto those dolls for you, instead of destroying them like Queen Chrysalis insisted I do. I can't keep doing you favors, or we'll both be in trouble. And you know how the queen gets when she finds out anyone's disobeying her."

Thorax whimpered. "Oh, I really don't like her! She's so mean, and she stinks! Why can't she just leave us alone and let us do what we want?"

The elder changeling just snorted. "Look, I don't like her any more than you do, Thorax. But I know better than to say such things outloud. She is the queen, she is our leader. Orders are orders, and good soldiers follow orders without asking questions. She hatched us and cared for us, and we owe her our lives."

"But isn't there a better way to survive? One that doesn't involve stealing love from other creatures?" Thorax questioned. "It seems like we're always hungry for more love."

Pharynx only shook his head. "It's in our very nature to feed on love, Thorax. It's how we've always been. Chrysalis does what she must to look out for us, and we must do the same for her," With a sigh, he added. "Putting your personal feelings about our queen aside, you could stand to grow a backbone. I can't spend all my time being your guardian."

"B-but you're my big brother, Pharynx!" Thorax whined. "You're supposed to protect me!"

"I have to do nothing of the sort. I just don't like other changelings thinking my brother is such a weakling is all," Pharynx sternly lectured to his younger brother. "But the only way those bullies are gonna stop pestering you, is if you fight back against them. That's the only way you defeat bullies."

Thorax protested. "I can't do that. I'm not a fighter like you are, Pharynx."

"Then at least start acting like one," Pharynx insisted. "One of these days, I'm not gonna be there for you. And if you depend on me to bail you out all the time, you're going to get into real trouble. And when you don't have me to protect you, you'll wish you'd learned how to stand up for yourself and how to survive. Now come along, I'm going to be late for my patrols. And it's time you learned how to patrol like a changeling as well, Chrysalis says you're old enough. Maybe then she won't get on my case about always having to protect you."

As the flashback ended, the changeling king explained. "Pharynx protected me so much when I was younger. It's in his nature to defend others. I just wish I could get him to understand that doesn't mean putting on a tough guy act all the time and lashing out at others. Deep down, I'm sure he loves and cares about the hive. But I don't know how to get him to show that to the other changelings."

"Maybe you should have another talk with him, not as his king but as his brother," Spike reluctantly suggested. "Really talk to him, be honest with him. And if that fails... well..." He trailed off, unable to think of a good suggestion to add on.

Reluctantly, Thorax seemed to agree to what Spike had proposed just seconds ago. "I guess it can't hurt to try that. Maybe if I use some of that 'tough love' he always showed me, he'll start to listen? I just hope I can pull it off. This isn't like dealing with those other changelings. Pharynx is a real tough nut to crack." He then rose from his throne and walked away, hoping to find his brother and have one more chat with him: Not as a king to a disobedient subject, but as one brother to another.





Alone in the throne room, Starlight Glimmer and Spike were once again left to contemplate their next move. They weren't certain Thorax would have any more success at breaking through to Pharynx than they did.

But after moments of silent contemplation and pacing, the two had to admit that they were truly stumped. They couldn't think of anything else to try.

"Hey, Spike." Starlight spoke up at last.

"Yes?" The little dragon's ears perked up.

The unicorn mare then proposed the idea that had come into her mind. "Do you think you could send a letter?"

Spike was immediately confused by what Starlight was proposing. "You mean, to Princess Celestia? I don't see how that's going to help us here."

Starlight shook her head from side to side. "No, I meant to another princess. Like say, Princess Twilight."

"You really think Twilight will know what to do?" Spike questioned. "Just because she's used to solving the occasional friendship problem doesn't mean she has all the answers when it comes to friendship."

"But she is the expert on things like this," Starlight Glimmer explained to the best of her ability. "Maybe if we can get in touch with her and ask her for advice, she'll be able to help us like she's done so many times before? Because the only other option I can think of is trying to magically compel Thorax and Pharnyx to get along," She adopted a shameful look as she admitted. "And after that little 'cloning' incident, I don't wanna try using magic to solve a friendship problem. I even promised Twilight I wouldn't do that."

The little dragon nervously and hesitantly replied. "W-well... I could... try, I guess. I'd just need something to write a message on, seeing as I didn't bring any scrolls or anything like that."

At that the unicorn sheepishly blushed. "Oh, right, how silly of me to forget about that," She then frowned upon realizing that there wasn't really anything that could do as makeshift parchment (to say nothing of the fact that the only thing with which to write a message was the occasional stick lying on the ground). "Uh, this might be a problem. I might have to lift up an entire patch of dirt after you've written in it."

"Well, it's worth a shot," Spike insisted. "A message is a message, regardless of where it comes from, right?" He went to retrieve a stick, and then tried to look for a good patch of dirt to scribble a quick message into.

Yet before Starlight's plan could be put into action, a grayish-green coated changeling with moderate cyan eyes, a glossy light pink mane, and wings a beautiful two shaded red that were currently tucked to the sides appeared. The changeling appeared to be female and looked considerably younger than any other changeling either pony or dragon had seen up until now. "Oh, there you are," It spoke in an obviously feminine sounding tone of voice. "No time to explain: Thorax is calling an emergency meeting of the hive, and everyone is to be there!"

The young female changeling then led Spike and Starlight towards the very center of the hive, all the while the two wondered what could've prompted Thorax to call an emergency meeting on such short notice.

Upon reaching the center of the hive, it was possible to see all the other changelings had already gathered in a massive crowd. Some were even whispering to themselves about something, though it was impossible to make out what it was over the noise of the crowd itself.

Thorax quickly brought up a hoof to silence the crowd as he cleared his throat, trying his best to sound commanding and confident. "Quiet, please, everyone," He instructed. And when a hush finally befell the crowd, he spoke up. "That's better. Now listen, I have some bad news. Some very bad news," He then all but shouted at the top of his lungs! "Pharynx is gone!"

Starlight and Spike gasped, and Starlight even shouted! "What?! Gone?! What do you mean gone?!"

"I've looked all over the hive and I can't find him anywhere," Thorax explained. "I called this meeting specifically so I could ask if anyone's seen my brother recently. If so, where and when? And did he say anything about where he might be going or what he might be doing?"

But none of the changelings would say anything. Either because they didn't know, or because they just didn't care where Pharynx went or what might happen to him.

The silence only made Thorax even more desperate! "Please!" He frantically pleaded! "I need to know where he is! If I have to, I will have the whole hive locked down until Pharynx is found safe and sound!"

Starlight, meanwhile, was whispering to Spike. "Where could he have gone? If he's not here in the hive then where would he go except..." But then suddenly, an awful thought struck her and she reacted as if she'd just been stung right on the flank! "Wait, you don't think..."

"-No, he wouldn't..." Spike gulped even as his tone of voice betrayed his intentions.

Unfortunately for both pony and dragon, the changeling king overheard their "private conversation". "'Wouldn't' what, Spike?! Do you know where my brother is or what he might be up to?"

The little dragon reluctantly confessed. "He mentioned something about being a soldier by nature. And that he felt he didn't belong here."

Thorax gasped and his eyes widened in alarm! "So he went after the malwurf all by himself?! What's he thinking?! He's gonna get himself killed!"

The other changelings all exchanged various glances of concern, but none bothered to say a word.

Starlight immediately stepped forward and stood beside Thorax, as she called out to the changelings. "Look, I know you've all had your differences with him, but Pharynx is still one of your own. Think of this as your chance to be better changelings than him. A chance to show him that even though you're a peaceful race, you still know how to fight."

But a lime-green coated changeling argued back! "But we don't have an army! We'll never stand a chance against that monster!"

Thorax stomped a hoof down as he glared at the changelings! "Enough! As king, I have to take responsibility for all of my subjects, even those who disagree with me. Pharynx is out there because of me. I didn't try hard enough to help him or stand up for him like he used to do for me. But now it's time I finally payed back that outstanding debt! And I'll do it with or without the help of my hive! Now who's with me?!"

Spike immediately pushed Starlight forward as he insisted! "We're with you, Thorax! After all, this is what friends do for each other. They help each other out."

"You really don't have to come and fight with me," Thorax insisted. "The malwurf isn't interested in either of you. I know you two feel guilty about Pharynx being out there, but it's not your fault. I can't ask you two to always help me clean up my messes. I'm the king, and it's time I started acting like the king my subjects expect me to be!" And he unfolded his wings while telling his friends. "You're welcome to come with me if you'd like, but the malwurf is mine to deal with!"





A short time later, Thorax and the entire changeling hive were flying off to look for Pharynx, expecting to see him combating the malwurf.

Sure enough, that's where the lone un-changed changeling was. And as the other changelings flew low (with Starlight and Spike following on hoof and foot), they could easily see what the malwurf looked like. It was indeed like a gigantic mole: It had razor sharp fangs, sharp claws, and it constantly seemed to burrow its way under ground only to pop back up again. Every time it did so, the ground beneath it shook and crumbled!

Pharynx was fighting the monster as best he could, constantly throwing himself at it and even transforming into various other creatures. But it seemed like he was making no headway at all against the malwurf. And it was clear from the way he was carrying himself that he was fast wearing himself out. It looked like it was all he had just to dodge the creature's sharp claws whenever it brought them near him.

"Whoa!" The black skinned changeling remarked as he dodged yet another swipe of the claws. But he tried to save face and project confidence as he roared! "Is... that all you've got, monster?! I've still got a lot more left in the tank! If it takes everything I've got, I will bring you down! No one threatens the hive on my watch! NO ONE!"

Immediately upon seeing his brother, Thorax was filled with relief! And he swooped down to join his brother! "Pharynx, oh thank the stars you're okay!" He joyfully exclaimed as he grabbed his brother by the hoof, pulling his fellow changeling back a bit while other changelings took Pharynx's place.

Pharynx was too weak to swat away the hoof from his younger brother. Besides, he really didn't want to as he panted. "You... you came back for me. You didn't... leave me."

"I could never abandon you, brother!" The king insisted with a smile as he hugged his brotherly tightly. "I'm just glad you're okay! I thought for sure that monster would've torn you apart by now," Then he asked. "Just what do you think you're trying to prove taking on that thing all alone? I know you're a bold one. But this isn't being bold, this is being reckless and stupid."

Pharynx shook his head. "I'm not doing this to stroke my own ego. I'm just doing what any soldier in my position would do. And I don't need your help. Even if the hive no longer wants me, I'll do what I must to protect it."

"But don't you see, we still need you!" Thorax desperately pleaded with his brother! "You're the only one with any military experience! Without you, we'd have no army at all."

The older of the changeling brothers just glumly remarked. "Exactly why the new hive doesn't want or need me, despite what you say. I know you're the king, but you don't have to give me favorable treatment just because we're brothers. Treat me as you would treat any other disobedient subject. Get it over with and kick me to the curb! I know you want to!"

"No, brother, I won't abandon you again!" Thorax furiously insisted! "I left the hive once, and leaving you behind as a result was the worst feeling I'd ever experienced. I won't let that happen again! We'll defeat this monster together, because that's what brothers do!"

Starlight, meanwhile, spoke up. "Uh, now's maybe not the best time for a family reunion," She promptly fired off a blast from her horn, only to see it bounce off the malwurf's skin as if it were nothing. "Great, it really is impervious to magic!" She realized as she backed up! "What are we supposed to do now?!"

The black skinned changeling groaned. "I don't know! I've tried everything I can think of! Nothing seems to phase this monster! It's invincible!"

"Nothing's invincible!" Spike protested even as his tone of voice betrayed his intended projection of confidence. "Everything has a weak spot, even that... that... thing! There must be something we haven't thought of, yet. Something that'll help us defeat it, or at least drive it away," Then he suddenly remembered. "Wait, I'm a fire breathing dragon!" he stepped forward, shooting off a massive burst of flame from his mouth!

The malwurf stumbled back and yelped as it cried out in pain!

It was then that Pharynx gasped as his eyes went wide! "Of course, why didn't I think of it sooner?! Fire's just what we need!"

"But if we're not careful, we could burn everything to the ground!" Thorax replied with concern and alarm! "We could even destroy the hive itself!"

"Then we'll just have to be extra careful to make sure that won't happen!" Pharynx insisted as he flew up and shouted to the other changelings. "Everyone, we must turn into fire breathing creatures to defeat the malwurf! Quickly now, follow my lead!"

One by one, all the changelings transformed into large, fire breathing dragons (Thorax and Pharynx included)! And together, they let out roars and wooshes of flames that frightened the malwurf! In fact, it was so frightened that it forgot all about going near the hive. It turned around and ran off toward the horizon as fast as it could, soon disappearing completely from sight.





After the changelings reverted back to their original forms, Pharynx wiped the sweat from his brows as he declared. "Whew. That was some good thinking on your dragon friend's part there, Thorax."

Thorax nodded. "That's Spike for you. When he gets a good idea, he really gets a good idea! See? There are benefits to having other creatures as allies."

Pharynx reluctantly nodded back. "I can see that now. You don't need to rub it in," Then he looked his brother firmly in the eyes and said sincerely to him. "Thanks for not giving up on me, even when I was ready to give up on myself all together. A small part of me actually was hoping the malwurf would take me down with it. I was ready to throw away my own life because I thought I didn't belong anywhere."

"You'll always have a place in my heart, and as long as I'm king you'll always have a place in the hive," Thorax sweetly replied. "We just needed to spend more time figuring out what that place is and should be," But he then saw fit to ask. "So, does  this mean you finally accept love into your life instead of trying to feed on or off of it?"

The black skinned changeling was silent for a moment, before he slowly found the words he wanted to say. "I... guess I do," He confessed. "I mean, I always loved the hive even if it never loved me back. But I kept thinking that I had no need for the kind of love we embraced. I thought it made us weak. I see now that I was wrong, sharing love and embracing it among one another doesn't make us weak: It makes us strong. Stronger than we ever were when we hoarded it all to ourselves!"

Suddenly, a huge, bright and glowing ball of energy enveloped the one changeling who had yet to transform, who had retained his appearance from when all changelings looked like him! All the changelings gasped, except for Thorax who knew (along with Starlight and Spike) what was happening.

Sure enough, the bright glow faded. Pharynx had transformed, and his new self was now visible for all to see! He still had his black coat and purple eyes (though both were of lighter shades than they'd been before), but now he had light purple on his ears, two red horns on the top of his head, a red collar similar to Thorax's, red and purple butterfly wings, and red on his back with a light purple undersection. "Oh, thank goodness I'm not some sickly bright green color!" He exclaimed!

"Pharynx!" Thorax scolded his brother. His tone of voice making it clear it was more out of brotherly love than of any sincere concern.

The transformed changeling shrugged his hooves and buzzed his new wings as he confessed. "What? It may look good on you, brother, but I wouldn't be caught dead trying to rock it. You have your prefered colors and I have mine. But at least my new wings look good."

The king nodded. "Indeed they do, brother. And I hope you'll continue to serve me as the head of my new army. I think General Pharynx has a nice ring to it. Maker only knows how much we still need a standing army. This malwurf businesss has made that quite clear."

Pharynx smiled back at his brother and hugged him tightly. "I shall happily serve you as you see fit, oh brother of mine. I am yours to command."

All the other changelings couldn't help but let out an "Aw." at the sight of brotherly love they were seeing.

Spike, meanwhile, strolled casually up to Starlight and whispered to the unicorn. "You know something, Starlight? We make a pretty good team, you and I."

Starlight grinned as she whispered back. "Think we'll have to tell Twilight about all of this? I mean, she's bound to ask us how our trip was when we get back to Ponyville."

The little dragon just nodded and continued to whisper. "I'm sure she'll understand. After all, Thorax and Pharynx aren't the only ones whose sibling bond was strengthened by all of this."