//------------------------------//
// Can You Change a Changeling? (Adaptation) 
// Story: Sunset's 3rd Visit 
// by ThomasZoey3000 
//------------------------------//

The wooded area outside the home of the changelings was quiet, safe for the sounds of woodland creatures going about their everyday lives. The silence however was soon broken by a loud pop of magic as four unicorns popped into view.

"There we go, right at the changeling hive!" announced Starlight Glimmer.

"We're not really there yet Starlight," Trixie corrected. "We've been popping around Equestria, passing many towns along the way, and yet, we still have to walk the rest of the way."

"Well it's better than where we were originally. Remember, no magic could past the barrier."

"I remember, even Discord was of no help then. Speaking of which, why didn't we ask him to bring us here?"

"Two reasons; one, he's busy and two; I don't want him scaring Sunny Rays. She's not used to a creature like him."

Behind the two mares were Sunset Shimmer and her little sister; Sunny Rays Shimmer. The latter was looking dizzy, "so much popping around, didn't know which way we were going."

"Are you going to be okay Little sister?" Sunset asked.

Sunny Rays nodded her head, "I'll be fine. Thanks for letting me come along with you."

"You're welcome, though it wasn't easy. I had to do some serious convincing to Mom and Dad about bringing you here."

Using her magic, Sunset lifted Sunny Rays onto her back, and the three mares started their walk to the hive.

"Thorax is going to be surprised when we walk right into the throne room," smiled Starlight.

"No doubt on that," Trixie agreed. "I mean, I do know how to surprise others with my presence."

"You can say that again," Sunset muttered, but it wasn't loud enough for Trixie or Starlight to hear.

As the four mares continued on, Sunset couldn't shake the feeling that they were being watched.

"I really hope that Thorax has been using Ember and Spike's advice," Starlight continued. "From what he wrote in his letters, being a leader of an entire colony sounds like a really big and demanding job."

Trixie scoffed, "how hard can it be? You just tell them what to do, while you sit back and relax."

"There's more to it than that," said Sunset. "A good leader needs to understand the wants and needs of their subjects, and must also be willing to help them if they need it. Hence why I wouldn't be a good leader myself, that and my history of course."

Trixie raised an eyebrow, but before she could say anything, she tripped on a branch and fell into a hole.

"Trixie, are you okay?" Starlight asked.

"I'm fine, but what did I trip over?"

Sunset pointed to the branch, then raised her hoof to show that the hole was actually a giant footprint.

"Oh yeah, I forgot to mention about the giant maulwurf that's been stalking the area."

Sunny Rays shivered on Sunset's back, "what's a maulwurf?"

"It's half bear, half mole and lots of raging claws."

Sunny Rays' shaking increased. Sunset groaned, "thanks for scaring my sister there."

"Sorry, but you can rest easy, it only eats plants. Which sadly isn't good for the changelings as they're trying, in vain, to grow new ones for food. Yet this maulwurf keeps eating them up."

Trixie rolled her eyes, "oh please, a creature like that would be of no match to a pony like; the Great and Powerful, and dare I say, unscareable Trixie!"

"Wanna bet?" asked a voice from behind her.

Trixie turned around and to her horror, the rock behind her changed into a changeling, only this one didn't look anything like Thorax's changelings. This one looked much like they had before.

The transformation startled Trixie, who ran and hid behind Starlight.

"So much for being unscareable," muttered Sunset.

Using her magic, she made herself and Sunny Rays disappear. She looked back to her sister and placed her hoof in front of her muzzle, indicating her not to say a word. Sunny Rays stayed as quiet as she could.

"Did Thorax mention a terrifying Changeling that might actually be friendly?" Trixie asked while shaking.

"No he did not," answered Starlight.

"Sorry to disappoint you, but I'm not nice to intruders," snarled the changeling.

It charged towards them, forcing Starlight to fire off. Sunset groaned, "that's not good."

Her attacks however missed. Trixie stepped forward, ready to teleport, but in the flurry of the moment, she had forgotten the correct way to do it, and thus she and Starlight were captured easily by the changeling. It caught them in a big bag, and began dragging them into the hive.

"And that's worse," added Sunset. "Hang on Sunny Rays, we're going after them."

Sunny Rays held on as they followed.


"I've taught you how to teleport, how can you forget so easily?" Starlight asked, quite annoyed.

"I panicked okay? I'll get us out of here, now!" Her horn lit up, but nothing happened.

Starlight rolled her eyes, "maybe I should've brought Twilight or Spike instead."

Suddenly, the bag flipped over, leaving the ponies on their backsides.

"I captured these trespassers," said the changeling. "You can do with them as you wish, or you can leave them with me. Either way, I don't care."

"STOP!" shouted a voice.

All eyes looked to the source, and saw Sunset Shimmer, with Sunny Rays still on her back, now reappearing.

"Ah yes, almost forgot about you two," snarled the changeling. "You're all going to be in big trouble for this."

"We're not intruders you dummy!" snapped Sunset. Using her magic, she ripped the bag open, revealing Starlight Glimmer and Trixie. "We're friends with King Thorax."

"In the old days, changelings were never friends with ponies."

"WE ARE NOW!" snapped a well known voice. All eyes in the room turned once more, and found the source of this voice was King Thorax. He walked down from his throne and looked the changeling in the eye, "Pharynx, I told you we have changed. We no longer follow the dark antics of Queen Chrysalis. Now, should I catch you doing this to ponies again, you will be dealt with. Do I make myself clear?"

Both Pharynx and Thorax seemed to stare firmly at each other, neither one willing to give up. In the end though, it was Pharynx who lost the stare war.

"Fine! They can mingle with you, but if I catch them doing anything wrong, I'll..."

"You'll do nothing!" Thorax said with a firmer tone.

Pharynx grumbled under his breath and stormed away, leaving Thorax with the ponies. He looked to them, and a smile came out, "it's great to see you again, sorry for your welcome."

"It's alright, we've all had worse," said Starlight. Both Trixie and Sunset agreed.

"I have to say Thorax, it looks like all of Ember's lessons are paying off for you," said Sunset.

"Oh they are indeed," he beamed. "With this new persona, I've been able to convince almost all of the changelings to change over and rejoin the hive." He sighed however as he watched Pharynx hiss at some of the changelings, "the only one who's resisting the change is my brother."

"That's your brother?!" Trixie asked in shock. She almost couldn't believe what she had heard.

"Yes we are brothers, well sort of, it's complicated."

Pharynx meanwhile was walking over to a nearby wall, and in plain sight of the king, he kicked it, creating a hole in the wall.

"HEY!" snapped Thorax, "how many times do I have to tell you to stop doing that?!"

"Hive looked better with holes," and he hissed loudly before buzzing off.

There was silence before Trixie stupidly said; "well, having one act that way is better than having them all act that way."

Both Sunset and Starlight looked to her with firm glares, which silenced her. Thorax however only nodded, "one day we'll get through to him. In the meantime, what brings you four here?"

"We just wanted to see how you're doing," Starlight answered. "Plus Sunset really wanted to see more of the hive."

Sunset nodded eagerly.

"Well if you'll follow me, I'll show you the hive and show you how we're doing."


The hive itself was quite big, and quite the sight. Originally, it felt lifeless with holes in the wall that opened and closed on their own, and with the feeling of danger around every bend. Now though, the hive felt alive with plants on the walls, and with a little more color all around. The changelings themselves had changed too, living like the ponies in Ponyville would.

But still, there was an army being lead by several guards.

"The Maulwurf isn't the only creature after us," explained Thorax, "while ponies and changelings have made peace, it's best not to be unprepared."

The Second in Command stopped and saluted the king before looking back, "Blacktrot! I see you slacking back there! Get back in line!"

"Sir Yes Sir!" said the solider and fell back into line.

Thorax smirked, "and to think he wanted nothing to do with us. Now look at him, leading the army and with no complaints."

"I have to say Thorax, this is all very impressive," said Starlight. "Looks like you added some elements of Ponyville and the Crystal Empire in here."

"Well," he admitted, "can't be serious all the time right?"

Before the ponies could agree, another changeling came forward, looking rather annoyed. They were covered in pure black paint.

"He's done it again!" the changeling snarled. "As he was flying over me, he dumped an entire can of black paint on me. Said my color wasn't intimating to our enemies!"

Thorax smacked his forehead with his hoof, "another day in the cells. Don't worry, he'll be dealt with. Why don't you get cleaned up and carry on with your day?"

"Fine, but next time he does this, I'll clobber him!"

With that, the changeling stormed off.

"This happens a lot?" Sunset asked.

"Afraid so. He just won't change," he sighed and went to get the second in command, "I'll have him spend three days in the cell, again."

"Wait!" Sunset called out, "maybe we can convince him to change."

Thorax turned back to her, "are you sure about that? It'd be like trying to convince Chrysalis to change."

"Hey, if Starlight, myself and two times with Trixie can change our personalities, then surely we can convince him to change."

"I heard that!" snapped Trixie.

"Oh come on, I know the whole story, I know about what happened the first two times you came to Ponyville. You can't deny it."

Trixie opened her mouth, but quickly shut it. She had no come back.

"Well okay, but I'm only giving you today," said Thorax. "Otherwise, he is going to be arrested."

He turned and went off to attend to other business. Trixie walked up to Sunset, "are you sure we can even get through to him? He doesn't seem like the type of creature that can change."

"Anypony can change, so why not any creature? I'm not leaving this hive till we do."

Starlight rolled her eyes. That stubbornness was something she had come to expect since she met the red head.

"Alright then, lead the way Sunset."

Sunset nodded and after Sunny Rays jumped down from her back, they and Starlight started walking. Trixie though was still annoyed, "I'm still mad about that comment you made on me!"

"Hey, I was only speaking the truth," came the reply.

Trixie growled, "I do not like her one bit."


They soon found Pharynx attacking some of the vines growing on the wall. He growled and hissed as they were putting up quite a fight.

"Okay, so this is how we're going to do it," said Trixie, thinking that she was going to take charge, "I'll play good pony, Starlight will play bad pony and Sunset will-"

But her words fell on deaf ears as the three other ponies were already walking over toward Pharynx.

"I'm starting to regret coming here with you," but she said it to herself.

Sunset spoke first, "hey Pharynx, you've already gotten a bad record to your name, do you really want to make it worse by destroying the plant life around here?"

"Don't care," he grumbled. "Besides, these were always safety hazards. An enemy could hide behind them or weapons could be hidden."

Starlight looked confused, "you don't care for the changeling hive, yet you care for their safety."

"I never said I didn't care for the hive, it's just-" he stopped and looked firmly to the ponies, "why am I wasting my time with you all? Just get out of my way!"

He pulled the vines down and started walking away, but Trixie got in front of him.

"You know, we're not so different," she said. "You were a bad guy once, and we were all bad mares. Except the baby there."

"I'm five years old! I'm not a baby!" snapped Sunny Rays.

"Whatever," Trixie huffed. "The point is, we all got second chances-"

"Third," Starlight corrected.

Trixie cleared her throat, "right, third for some of us, but nowadays we're doing much better. You can too if just learn to work things out with your friends and family."

"Losers," muttered Pharynx and he flew away.

"Well that went well," Sunset said with sarcasm, "also, never insult my sister like that again."

Trixie huffed, "I said whatever, now let's get rough with him. I'm done playing the good pony."

She turned and ran off, with Starlight following close behind. Using her magic once more, Sunset lifted Sunny Rays onto her back, "come on Sis, I don't want to miss a minute of this."

And they were off.


When they caught up, Trixie was already shouting at Pharynx, with Starlight trying to be the good pony and holding Trixie back. Seems it wasn't working as Pharynx gave a loud hiss and kicked Trixie down.

"Glad I didn't miss that," smirked Sunset. She then called out, "how did your plan turn out?"

"Shut up!" snapped Trixie.

Starlight meanwhile was trying to keep Pharynx from flying away, "look, forgetting whatever it was Trixie was doing. We're here to merely talk and find some kind of common ground. You're a changeling, you're in the changeling hive surrounded by other changelings and your own brother is king. Doesn't that give you a little bit of pride?"

"Nope," he answered simply.

"What do you have against the others anyways? What did they do to you?"

"You wouldn't understand."

"You're wrong on that one. I once ruled an entire village with an iron hoof, Trixie once captured all of Ponyville in a glass dome and Sunset nearly took over all of Equestria with an army."

Trixie looked up with a smirk. Sunset gave her the look of 'Shut Up' without saying a word.

"Yet, we are different ponies now and doing better. Wouldn't you like to have a life like ours?"

Pharynx was silent for a moment. Starlight began to think that he was going to consider it, but that thought left her when he simply again said; "nope." And this time, he flew off.

Starlight turned back to the group, "he's a lost cause. I hate saying that, but he's not going to change, he's much like his former queen."

"So what do we do about it?" Trixie asked.

"We're going have to tell Thorax to arrest his brother."

Sighing, the two ponies started walking off to find the king, only to find their hooves stopped in their tracks by magic. Sunset's magic.

"Oh sure, give up on him, that's a great idea, just like how everypony else gave up on us. Brilliant idea," she said with sarcasm.

"But he won't listen to reason Sunset," said Starlight.

"Maybe not right away, but I'm sure if we keep going at it, we'll get through. Besides," she added, narrowing her eyes, "what would Twilight say if she heard we gave up on a new friend?"

Neither mare answered. They knew Sunset was right.

"You guys head down the left corridor to find Pharynx. Sunny Rays and I will go the other way. Surely one of us will find him again."

Trixie was about to retort, but Starlight stopped her with a hoof in front of her mouth.

"Sunset's right, we can't give up. We'll meet back here in half an hour."

With a confirmed nod from Sunset, the two mares walked away. But Sunset didn't move. The area itself was quiet, except for the sound of a fly buzzing around Sunset's head.

"You can change back now Pharynx, it's just the three of us."

Sunny Rays looked confused until she saw the fly buzz away from Sunset, and then change back into Pharynx.

"How did you know that was me?" he asked in shock.

"Call it a gut feeling," she answered.

Pharynx only huffed, "doesn't matter, Thorax is going to place me under arrest and I'll be spending the rest of my miserable useless life in the dungeon."

"I thought as much, you are missing your purpose in life, aren't you?"

Pharynx just narrowed his eyes at her, "what would you know about it? Sure you were bad, you nearly took over Equestria, now you're just a goody-good pony, not like me."

"Oh you'd be surprised of how much I can relate to you."

"How so?"

Sunset reached a hoof up and rubbed the top of Sunny Ray's head as she spoke, "yes I tried to take over Equestria, but what they didn't say was that I did it cause; I felt my purpose was taken away, by Princess Celestia no less."

"And what position would that be?"

"To be her equal, or better than her. But she felt I was going too far with my conquest of power, and so she expelled me. In anger, I ran and went off to find a way to finally take her down. All it did though was get me into trouble, cost me to have no-one in my life for a long time, and give me a lesson I would never forget." She shuddered remembering the rainbow blast, "years of anger and tormenting others came back to haunt me, and to this day, they still do."

"Well if they do, then how are you doing good now?"

"I found my purpose in life."

"Which is?" Pharynx asked with a raised eyebrow.

"I can help others, even without putting myself in the spotlight. I became like an element, an element of empathy you could say, and now, I have amazing friends and despite a couple of hiccups, I got my family back, including this wonderful little sister of mine," she paused and patted Sunny Rays' head, while the little unicorn just smiled up at her.

"Love you too Big sister," she smiled.

Sunset lowered her hoof with a smile before focusing back on Pharynx.

"So I ask, what was taken from you?"

Silence returned to the area. Sunny Rays and Sunset began to wonder if Pharynx was just going to fly away without saying a word to them. Instead though, he spoke.

"I was the second in command. I used to have the best army at my own hooves. I had respect, I had power and I was the best. Then everything changed. Chrysalis was gone, Thorax took over and my position was given to another changeling. He tells me to change, but even if I did, which I won't," he stated firmly, "it wouldn't change anything. I would be a changeling with no purpose."

"Maybe then, it's best you talk it out with your brother, I'm sure he'd understand."

"Yeah right. A lot of good that would do, he'd still thrown me away."

"Families help each other," Sunny Rays stated as she joined in. Pharynx looked at her with an eyebrow raised, "when my daddy threw Sunset out, mommy and I never gave up on her and we went out to look for her, and a few months later, my cousin fought off my grandmother when she tried to hurt us."

Pharynx looked back to Sunset, "what kind of family do you have?"

"Crazy, but loving," Sunset answered. "But do you get what we're saying now?"

"Yeah, I get it." He rubbed the space between his eyes before speaking, "fine! I'll go talk with Thorax. Can't promise anything though."

"It's better to try than not at all."

And with that, they made their way to the throne room.


"I'm sorry, I didn't know that's how you felt," Thorax said when he was told everything.

"Well it's the truth. All I ask for is something to make me feel like I'm actually one of the hive."

"Sadly, I can't make you the second in command, but I'm sure we can find a bit of a compromise."

Sunset chuckled over that bit. She remembered reading in her journal with Princess Twilight that she had thought this might happen in the changeling kingdom.

"Wait till I tell her how right her idea was," she thought to herself.

"Your highness!" another changeling's voice broke her out of her thoughts.

The changeling ran in and stopped in front of the king.

"What is it?" he asked with a concerned tone.

"It's those two mares; Starlight Glimmer and Trixie. They were looking around for Pharynx, but ended going outside and they were dragged off by the dreaded Maulwurf."

"They what?!" exclaimed Sunset and Thorax.

"What the heck was that thing doing here again?" Thorax asked.

"It was trying to eat the plants outside the castle your highness, but it spotted those two and must've thought they were snacks."

"But that doesn't make any sense, Maulwurf's don't attack anything that isn't plant-life. It must be sick. We have to go help them." Thorax got up from his throne and called out to his troops, and the second in command, "we're going to fight the Maulwurf! Are you ready!"

All the soldiers saluted, except for the second in command.

"Well? Aren't you ready?" Thorax asked.

"I...I...I'm sure they got away, they are unicorns after all," the second in command said. "It'd be a waste of time if we went out there."

Thorax looked him firmly in the eyes, "you're the second in command, how could you say stuff like that?"

One of the soldiers stepped forward, "he's not a very good second in command your highness. He's always standing on the sidelines ordering us around and at Target practice, he won't shoot."

Thorax looked down at the second in command with a disappointing look, "seems I picked the wrong changeling for the job then."

"What?! No please your highness, I want to be-"

"For now, you're going to stay put and we'll discuss this later." Thorax turned to Pharynx, "Brother, I'm putting you in as the temporary Second in Command. Can I count on you to do the job?"

Pharynx showed a smile for the first time in weeks, "oh you bet!"

"Good, then lead your troops!"

Pharynx stepped forward and looked his new soldiers in the eyes, "listen up now, we're in a different age yes, and while we used to hunt down ponies, today we're going to save a couple from a Maulwurf. I know it'll be tough, it'll be difficult, but we can do it. We're coming back in one piece, am I right?"

"SIR YES SIR!" they all shouted.

"Darn right I am, now move your flanks, double time!"

The changelings made their way out of the throne room with Pharynx leading the way. Sunset, Sunny Rays and King Thorax followed close behind.


They hadn't gone far before they heard the shouts of two unicorns and the roar of a beast.

"Is that?" Sunny Rays began, but was too nervous to finish.

Sunset nodded, "it's the Maulwurf."

They ran up to the edge of an embankment, and found Starlight and Trixie. Well, mostly Starlight as she fired off one magical beam after another while Trixie only threw rocks half her size, which did nothing.

"Hang on guys, we're coming!" cried Sunset. "Sunny Rays, stay up here!"

Sunny Rays nodded and jumped off her sister's back as Sunset and the changelings charged in.

"Alright Changelings, just like the old days. Troop A, 2-6-6-2 arrangement, top!"

"Yes Sir!" and they flew up to attack the creature in the face.

"Troop B! 4-8-8-4 arrangement, lower, GO!"

"YES SIR!" they all saluted and charged too. Pharynx charged in with that group while Thorax helped Troop A. Sunset meanwhile had helped Starlight and Trixie back, all the while, firing at the creature, only to produce no damage.

"Why aren't any of my attacks hurting that thing?!" snapped Sunset.

"Didn't you know, Maulwurf's have really tough skins, they can't get hurt from magical attacks," replied Starlight.

Still, Sunset kept firing to keep the Maulwurf back. The changelings attacked from all directions, but even the plans Pharynx shouted out weren't working.

"Now what? We won't be able to fight it off like this," groaned Thorax.

"Maybe not, but there are other ways!" cried Pharynx as an idea came to him. "Thorax, do you remember how I used to make you hit yourself?"

Thorax groaned, remembering the times his brother would pretend to be nice to him, only to make Thorax hit himself. He was about to tell Pharynx off, when he got the idea too.

"Oh yes! That could work!"

And so, the changeling swarmed all around the Maulwurf, but this time, being too close. As it swung it's arms, it made contact with it's own body and smacked itself. All the changelings taunted the creature, making it hit itself more and more, doing even more damage to itself.

Pharynx landed on it's left arm, hissing loudly. The Maulwurf tried to bite him, only to bite it's own arm.

"Ouch, now that's going to leave a mark," commented Trixie.

The Maulwurf, now bruised and sore in the arm, dug a hole and disappeared.

"And Good bye!" shouted Sunny Rays before blowing a raspberry in the direction of the Maulwurf.

Thorax landed on the ground first, followed by Pharynx, and the rest of the changelings.

"You did good out there, just like you always did dear brother," Thorax smiled. "I have to say, I now know who's going to be our true second in command."

"You'd...you'd really give me my old job back?"

"Of course, but you'll have to learn to except the hive as it is. And I'll learn how to except your ways."

Pharynx smiled, "that's all I could ever ask for."

Without another word, Pharynx started to glow, blinding everyone around him. They all looked away, except Sunset, "finally, I get to see the transformation for myself."

When the light died away, Pharynx had been transformed into looking similar to Thorax, but with darker colors.

"But what about the second in command from earlier?" Trixie asked.

"I'll teach him a few things," snickered Pharynx. He turned to Sunset, "thanks for not giving up on me. It's no wonder you're the element of Empathy."

"Nah, I'm just a pony who likes to help. Besides, I can't take all the credit, Starlight and Trixie deserve some too."

"Really?" both mares asked in surprise.

Sunset nodded, "if they hadn't gotten themselves into trouble, you would never have found your purpose in life again."

"Hmm, you got a good point there." He turned to Thorax, "I thank you for this offer, and I won't let you down."

"I know you won't."

Pharynx turned to the other changelings, "alright lads, back to base, we have training to do. Now move!"

"SIR YES SIR!" they saluted.

They followed him back to the hive. Starlight whispered to Sunset, "you know we didn't do that on purpose right?"

"I know, but I can't take all the credit for this."

"You really are modest, you know that right?"

"I've heard that one before. Now," she said, lifting Sunny Rays back onto her back, "let's get back to the hive, I really would like to see the rest of it before returning to Ponyville."

And so, they followed the group back. Only Trixie stood alone in the same spot she had been in, "still don't know why I came here." Then she remembered where she was standing. "Eek! Wait for me!" And she took off faster than a speeding rocket.



To Be Continued...