Fallout: Equestria - Change

by MetalGearSamus


Chapter 1: Rebirth

“Continue?”

I sat at the mouth of a cave, and looked out at the land before me. The mountain slope below was nothing but cracked red rock. A line of water trickled down from the mountain’s top miles above me to curve past the opening I had just emerged from. Far below me was a swamp, and to the east I saw nothing but empty fields. On the horizon, past some hills, I could make out the hint of a shore and water, perhaps the sea. The sky was a billowing mass of sickly grey clouds.

I put a shaky hoof forward, and began my journey down the mountain.

I had become aware of myself only a short time ago. Minutes? Hours? Seconds? I did not know. The first thing I had noticed was the heat. Warmth enveloped me, and a pressure drove into my ears. I sweat until my sides began to itch, and the sensation was what jolted me from the verge of sleep into consciousness. I pushed outward with my legs, meeting resistance I couldn’t see. I realized I was trapped here, wherever “here” was, and I panicked. I pushed out harder. I felt an oozy liquid all around me, and my lungs suddenly burned. Air. I needed air. I pushed out with all my might, and felt it give. I heard a dull, squishy pop and the wetness around me melted away. I tumbled out onto hard rock and crawled blindly forward, and then lay on the ground gasping as the cold air of the world hit me.

Wake! You must feed.

I opened my eyes, and saw vague shapes around me. I dragged myself to my feet, and noticed a rough circle of light in front of me. I stumbled toward it, still acting on instinct, until my hoof knocked into something. I looked down.

It was a creature. A pegasus pony. A dead pegasus pony. I blinked at it. Then I poked it experimentally with a hoof. It was cold and stiff. I looked around the small cave, and saw that it wasn’t the only one. Four forms total, all silent and unmoving, lay scattered about. One at my feet, another against the wall, and two on either side of the thing that had held me. A cocoon. The dark green sphere was split open, and the emerald-colored yolk that had surrounded me was drying slowly where it had splattered. All the pegasi wore some sort of armor on their bodies, but it was too dark to make out any other details. I turned back to the light before me, and climbed out.

I could do nothing but boggle at my situation as I hiked toward the ground. What had happened there? Who were those ponies? How did I get there? I hadn’t an inkling. I knew the names of everything I saw. Rock. Sky. Clouds. Trees. But I had no memories of what had come before my awakening.

War.

As I walked I placed a hoof on a rock that turned out to be unstable. It slid out from under me and I almost fell down with it, but I was able to react fast enough to save myself. I flapped my wings to slow my fall, and set myself down on a much more stable boulder several feet below. I heard a hiss from above me and glanced back up.

A thin, pink snake flew down at me. Apparently the rock I had dislodged had been part of its home, but I had little time to worry about that as I dodged to the right and narrowly avoided getting my flank bitten. I hovered in the air beside it, and it hissed at me. I hissed back, but my attempt at intimidation failed and it launched itself at me again. I stopped fluttering my wings, and then slapped a foreleg through the air as it passed above me. I hit it and it flew away, taking a small avalanche of pebbles with it as it bounced across the rocky slope. I landed awkwardly on a rock below me, panting. I was very weak, and using my wings for even that brief moment had exhausted me. Food. I needed food. Or, better yet, love. Wait, love?

Yes, love.

That is how we Changelings grow and live. Off the love of others. We trick them and leech their love away. We bleed their hearts dry and then slink off to the next prey, leaving their true lovers weeping and alone.

Wha—?

I stepped off the rocky mountain onto the ground and immediately felt lightheaded. The feeling quickly became dizziness, and I didn’t even have the capacity to wonder what was happening as everything suddenly went dark.

...oooOOO===OOOooo...

We watch. We wait. In this darkness we stand as still as statues. We must wait. This must work. We must have love. The Queen must have love. There is so little left. The Empire has grown so hungry, the Queen so weak...

WEAK!

How we hate them. We hate these ponies and we hate these zebras and we hate these griffons who all hate each other and so recklessly threw away paradise to kill and die and foster their hatred so they may keep killing and dying. They leave us with almost nothing. There is no love in war, no trust in conspiracy, no forgiveness in death...

We watch. We wait. Here they come. The last happy ones. We have snuck so far from our empire to reach theirs. The Queen starves. These ponies are her last hope. Here they are, below us. They shimmer. We glow for a moment, and then we shimmer as well. We have become them. We drop down and strike. They have no time to scream. They are encased and imprisoned. Two of us drag them to obscurity.

Two others walked back out into the light. We smile and act their part. We are good at this. The best. There is no suspicion.

Days.

Already we are feeding. Feeding from the Empress’s love. Hers is the greatest love in the world, and she showers her citizens with it. We gorge ourselves on it. Already the Queen grows stronger, even off the mere scraps she can syphon.

Months.

We are slowly regaining strength. The Queen would move closer, but it is far too dangerous. Equestria is a deathtrap for us. We go in, but always they catch us with their magic. Magic and technology which we cannot hope to compete with. We have no love, so we have no power. We have no place in this warring world.

A year.

A year we lasted. A year before the Empress’s love faded and is now gone. We have not been discovered, but there is no point in staying. We have fed, but there is nowhere else to go. It is cold here, and the world below has been ravaged by fire. The Queen is still hungry, and she despairs for the future. We despair for the future.

We have no future. We must sleep.

...oooOOO===OOOooo...

I gasped as I came to. I understood. This was Equestria, a sprawling paradise turned into the desolate miles of dirt and ruins before me by a war, and I was a Changeling, of the Changeling Empire. We fed off of love, but had been unable to find enough in Equestria, or anywhere else in the world, and so had been slowly dying off until... something. Well, it certainly helped to have some mental context for my life, but I could not recall experiencing any of that, and I still did not know how I had gotten here, or what had happened to the Empire since the war had ended—

Odd, I was sure it had ended, but how could I know? I tried to remember something else, anything else, but nothing came. I had notions and certainties, but no memories. I let out a hiss, frustrated. Thinking was getting me no further.

I picked myself up from where I had fainted and kept walking forward, in the direction of the distant sea.

*        *        *        *        *

Hunger gnawed at me, however I had no choice but to continue on. There was no sound except the wind and my hoofsteps, until I heard a sniffle. It came from my right, behind a patch of bramble next to a dried creek bed. I crept cautiously toward it, and as I approached the sniffling turned into a muted sob. A teal filly was curled up in the weeds, and she hugged herself tightly as she cried red tears. Her face was peppered with bits of metal, and her eyes had been torn to shreds by whatever had caused the injury. A thick black collar was strapped around her neck.

I gasped, recoiling from the sight, and the filly yelped and tried to scrambled away from me. She only succeeded in getting herself more caught in the bramble.

“No! Please,” she wailed, “don’t hurt m-me. Please, I...” The small unicorn shielded her face weakly with a hoof, and continued to blubber incoherently.

“N-no. Hurt.” I said. My voice sounded strange to me, but I was too stunned to care. “I no hurt.” She continued to whimper and struggled against the dusty vines.

I looked around the area, wondering what could have caused this, but a second shriek from the filly and another pang of hunger urged me to do something. This filly was potential prey, I supposed, but the sight of her pain gave me a horrible feeling in my gut. I leaned forward and began untangling her. I pulled and snapped the vines from her limbs, and she staggered onto her hooves. She took a few shaky steps forward, and her breathing steadied.  “I no hurt.” I repeated.

She turned back to me, trying to look in my direction though her eyes were mutilated.

“Y-you don’t want t’ hurt me?” The ghost of a smile crept onto her face. Blood oozed from her eye sockets.

“No. I don’t want to hurt you.” My voice was raspy and held the undertone of a buzz, but I as I spoke I felt an echo of her gratitude in my mind. That feeling fed me, and though it was a drop of water on a raging inferno I breathed a sigh of relief. This was a start. If I continued to help her, she would feed me more.

“How—how you hurt?” I asked. It was hard to speak correctly. I had only foggy memories and this foal to learn from, and my mind was still racing with shock.

“I was... runnin’ away. We were runnin’ away. Me and momma.” She gasped and stood up, whirling around, still trying to see. “Where’s momma? Momma?” She stumbled toward the creek bed, panicking. As she moved bits of eye were tossed from her sockets and splattered onto the ground. “Momma where are you?” she cried, “Momma!?” I opened my mouth to try and calm her.

Then she exploded.

I flinched away from the bright flash and roaring noise, and screamed as little claws of pain sunk into my side. I twisted to see what was hurting, and saw that my hide had been pierced by shrapnel, just like the filly’s face. I quickly picked out the pieces and then looked back to where she had been. Her torso was slumped on the ground near a blackened patch of ground, and the front half of her head had flown back into the bramble. Bits of gore spilled out onto the ground. The rest of her had been incinerated. I gagged at the smell of cooked pony, and tore myself away from the sight.

I had no time to wonder or be shocked. An angry shout emanated from behind me, and I dove down into the creek bed, hoping it was enough cover to keep me concealed.

“Where the hell is she?” the voice shouted. I heard hoofsteps approach.

“Boss, I told you, she’s probably still hidin’ back in the swamp,” said a second voice, “We’re wastin’ ti—” He gasped, and the hoofsteps stopped. “Ah fuckin’ shit...”

I dared to peek up from my feeble hiding spot. There were three ponies around the filly’s remains. The one closest to me seemed to be the one who had spoken last. He turned green and looked away as the unicorn in the middle wheeled around to the one on his right.

“Why the fuck did you push her button?” he bellowed.

“Mah hoof slipped. But she weren’t good no more anyway,” the stallion spat back, “you saw how fucked up her face was.”

“That was nothing a few heals couldn’t cure, you dumbass!” He levitated a thick metal implement out of a saddlebag and pointed it at his companion. The buck’s eyes widened.

“B-boss, what’re you doin’?” He took a shaky step back, but ‘Boss’ shoved the thing—it looked like two fat sticks stuck together on top of a handle—closer to him. I squinted. I knew there a word for what Boss was wielding, but I couldn’t think of it.

“I’m showing you how fucked up a face can get when you don’t listen to your superiors.” His horn flashed, and a loud bang sounded. I flinched down, but kept watching. The buck slunk to the ground behind Boss, his face now a gory red hole, and the unicorn put his weapon back in his saddle. Gun. That was the word I had been looking for. I shuddered.

“Holster. Grab his shit and let’s go,” Boss said to the remaining stallion before turning back toward the swamp. He wore tattered robes that hid his body, and they fluttered in breeze as he walked. Holster, now recovered from his nausea, nodded and trotted over to the dead buck. He rummaged through his bags, taking most of his stuff, and then followed Boss, muttering something about a ‘freaking idiot.’ I waited until they were out of sight before I crept out of the creek.

I stood on the blackened ground for a few moments, looking between the dead filly and stallion. I was stunned. Some part of me knew that such brutality had never existed between ponies, even during the pinnacle of their war effort.

I felt numb, so when a growl from my stomach reminded me that I still needed to find sustenance—love or food, I would take anything right now—I marched off to follow Boss and Holster without a second thought. I let the horror slip to the back of my mind as I tried to think of a way to manipulate either of them.

I could not come up with anything, though. I had no idea what was going on here.

*        *        *        *        *

I caught up to the two as they came to the beginning of the swamp. The ground was damp here, and there were enough trees still growing around pools of muddy water to block out the horizon. As we continued farther into the swamp tree growth became more consistent, and the pools got bigger and less mud-filled. Reeds grew in some, but they were colored a sickly looking mix of red and yellow, rather than their natural dark green. The water they grew in glowed vomit yellow. Boss and Holster made a point to give those pools a wide berth. I did too.

Finally, we came upon what must have been their convoy. Four earth ponies sat on the side of a worn road near a beat up looking carriage. Each had a gun either in their mouths or, in one case, mounted on the sides of a saddle. They watched over a circle of a dozen more ponies, all of whom had those black collars around their necks, just like the filly. There was a scorch mark near the carriage, along with traces of drying blood. I glanced again at the ponies with the collars, and saw that some were injured—black eyes and bruised limbs—most were grimy, and all looked very afraid of the ponies with guns. I had a bad feeling about this.

 I hid behind a large tree stump, being careful not to crack any dead branches, as the mare with the  saddle guns—gun saddle?—trotted over to greet Boss.

“Where’s Biscuit?” she asked.

“That idiot pushed the filly’s button right before we caught up with her,” he replied, “so I shot him in the face.” The mare cackled, and Holster flinched.

“About time we got rid a’ that suckbag. I told you he was no good, Boss.” She grinned at him, but the burgundy stallion just huffed and trotted over to the charred patch of ground. The collared ponies watched him with wide eyes. He stood there for a moment before turning to his crew, seeming to have made his mind up about something.

“Get these slaves back into line and let’s keep going,” he commanded, “Tumbleweed and Hairpins, you two guard the back, Holster, pull the carriage, and everyone else spread yourselves out. I’ll take top guard. We got a lotta ground to cover, and I don’t want to deal with anymore bullshit today.”

He trotted up to the carriage as his band moved to carry out his orders and jumped onto its top. I pressed myself closer to the stump as he scanned the area from his vantage point. My eyes widened as he squinted in my direction anyway. I started to panic. Had he seen me? What would I do? I did not have anywhere to run to. Would he enslave me? An even more terrifying thought struck me. Would he kill me? I was their natural enemy, after all.

They killed us where they found us.

“We’re all good here, Boss!” I was saved by the shout from his right. It was the mare he had spoken to earlier: Hairpins.

“Good,” he replied. He broke his stare and looked down at something on his foreleg. I could not tell what it was, but he frowned at it and levitated his gun to his side.

“See anything, Boss?” one of the ponies below him asked.

“No,” he replied. “Let’s get going, Holster.”

“Sure thing, Boss.” The dark blue buck began pulling the carriage, and the caravan rolled on down the road. I slunk after them, keeping myself low and close to the trees as I thought over what I had heard.

Slaves? Exploding collars? Ponies killing ponies without a second thought? What had happened to Equestria?

I found myself falling behind as I tried to stay hidden. The trees were already starting to thin out again and Boss, as far as I could tell, was keeping a watchful eye on everything. If I moved at the wrong moment he would spot me easily from where he sat. They were now far enough away that couldn’t make out their chatter. I growled in frustration. If I couldn’t keep up with them I wouldn’t be able to—to...

To what? Feed.

I stopped as I realized I did not have a plan. I had not even been trying to form one, really. I had been acting on instinct: stalk your prey. Observe them. Then strike. But I did not have time for that. I needed food now. My body was weak and achy. I had enough magic in me to disguise myself, but I knew no other spells. I contemplated taking the place of one of the slave-holding ponies—Slave masters? Enslavers?—but there was no way to separate one from the rest of the group. Besides, I hadn’t had enough time to watch them.

Some ponies believe it is our magic that allows Changelings to so perfectly mimic them, but a disguise only does so much. It is our power of observation that makes us such pristine infiltrators. Give us a minute, and we know their speech; give us an hour, and we know their every twitch and tick; give us a day, and we know their habits and moods; and by the end of a week we have ensnared their lover!

The words of the Queen swept into my mind. Unfortunately, I knew, they were a bit of an exaggeration, especially now that I was alone and starving.

I dashed from my cover to a particularly gnarled tree when Boss’s head was turned, and made up for some of the distance I had lost to the slave convoy. I was close enough to hear some of the non-slave ponies talking again.

“...’s been gettin’ real paranoid lately. I don’t like it,” the grey buck said to his companion. Tumbleweed. That’s what Boss had called him. He sounded nervous.

“C’n ya’ blame him?” Hairpins asked in reply. She walked with a much more relaxed gait then her companion. The guns at her sides made the one that Tumbleweed had holstered look puny. “Raiders... those damn NCs are crawlin’ all over th’ place nowadays, what with that whole weddin’ thing... and heck, half th’ bay hates his guts!” She laughed. “Besides, Biscuit was a lazy good fer nothin’. Like I said, Boss shoulda got rid a’ him a long time ago. He’s actin’ like anypony would under these circumstances.”

“I know, but, killin’ him? Just like that? That’s brutal.” He stole a glance at the unicorn up on the carriage top. “And I feel like he’s gettin’ us into some sorta raider shit.” Hairpins balked at the comment.

“Tumble!” she scolded, “A few dirty jobs is nothin’ close to what those crazy fuckers do. I don’t know how you could say somethin’ like that after all we been through t’gether.”

“Right. Sorry,” he grumbled, “I just never expected I’d end up as a slaver.”

Ah. Slaver. I’d been close.

“Well if ya’ don’t like it, ya’ c’n leave,” the dusty orange mare said in a huff, “Nopony’s forcin’ you t’ participate. Unlike these poor bastards.” She motioned to the pair of slaves in front of her and chuckled. One of them glared back at her, but she just laughed harder. “Oh don’t you be blamin’ yer bad luck on me, boy. Red Eye pays top dollar fer folks like you. Nothin’ personal. Besides, I hear he’s got a pretty swanky place up there anyhow.” He looked away from her, his head drooping in resignation.

“I’ve heard the stories,” he said, “that fucker work ponies to death.”

“Oh, er...” Hairpins sounded lost for a moment. “Well, at least it’s better than gettin’ caught by raiders. Or sacrificed by stripes. Or dyin’ a’ radiation. Or taint. Or bein’ eaten by a manticore. Or a Taintigator—”

A roar sounded from the other side of the road, and everypony’s head swung toward it. I stood as still as I could behind the tree and watched them nervously. What had—?

Dear Chrysalis what is that thing?

I gaped in horror as a huge beast leaped out from a pool of shimmering water. It looked like an alligator, but it was massive and bloated. Its scales were the color of rust and dead skin. It’s eyes—all three of them—were yellow and watery. It also had an extra two pairs of feet.

I flattened myself to the ground and quivered in fear as it lashed out at Hairpins.

“Aw curse my tongue—Taintigator!” she shouted. The mare ducked its jagged claws while Tumbleweed jumped back and immediately opened fire on the creature. Most of his bullets ricocheted harmlessly off its hide, and the monster batted him aside with another swipe that sent him flying. There was a sickening crunch as he hit the tree I hid behind and slid to the ground, unmoving. He was only three feet in front of me.

“Dammit! Keep an eye on those slaves!” Boss shouted. I heard the sound of more gunshots, but my vision was locked on the still form of Tumbleweed. Here was my chance. I glanced up. Hairpins strafed the Taintigator while Boss and a cherry colored mare focused their fire into its face. The others were busy keeping the slaves in order. Nopony was looking this way.

I smiled, grabbed Tumbleweed’s tail with my mouth, and dragged him out of sight. A thrill rushed through me, and I shook with excitement as I stripped him.  As quickly as I could, I put on his armor—it was not nearly as covering as what those pegasi had worn—and his saddlebags and strapped his gun holster around my foreleg. I was about half his size, so the clothes felt loose on my body. That would not be a problem for very long.

I worked on instinct. I took a deep breath to steady myself, thought of what Tumbleweed and his Cutie Mark looked like, and then focused what little magical power I had through my horn and out over my body. There was a flash of green, and just like that I was Tumbleweed. I was taller; stockier; I had hooves instead of holey feet; a dirty golden mane instead of black leathery spines; tired round eyes instead of blue crescents. I had also lost my wings and horn, but they had not been of much use in the first place. I glanced back at my flank and smiled when I saw a picture of a potato there. I was a perfect copy of the unconscious stallion next to me. Now came the hard part.

I stepped out from the treeline, and picked up ‘my’ gun from where it had fallen. I held it in my mouth, and glanced at one of the other fighting earth ponies to see how it worked. Clench it in your jaws. Pull the trigger with your tongue. Simple enough and... oddly familiar. Had I used one before?

Only when

There was no time to wonder. I pointed it at one of the Taintigator’s eyes, and fired. I flinched from the kickback, but I got lucky with the... thing I shot. Bullet. It lodged itself deep into one of the monster’s eyeballs, and it howled in pain. I smiled triumphantly, but then the Taintigator turned to see who had maimed it. I pulled the trigger in panic as it lumbered toward me.

Click!

What? I frowned in confusion, and pulled the trigger again.

Click!

I looked down my snout at the gun, and my eyes widened as I realized I was out of bullets. A shadow passed over me. I looked up. The Taintigator’s maw opened above me, full of jagged yellow teeth and dripping with white froth. I dropped my gun in terror, and scrambled backwards, but the beast was too close already. Not five seconds after my first disguise and I was about to be eaten alive.

How pathetic.

Suddenly, Boss darted in front of the creature’s gaping mouth and did... something. I blinked in confusion as his gun moved faster than I could keep track of, and then the roof of the Taintigator’s mouth exploded as four shots slammed into it in rapid succession. The beast recoiled and gave a dying wail as more fire was poured into its bloodied head. It collapsed on the roadside, and a final gurgle escaped its throat along with some bloody brains.

I panted in the silence that followed, and Boss gave me an odd look as I picked up my gun and fumbled around with it, trying to reload.

“Well,” said Hairpins, once again providing a much needed distraction, “at least nopony died that time.” Boss rolled his eyes—they were bloodshot and baggy—at her, and hopped back onto the carriage top.

“Let’s go. I hate this place,” he said. He didn’t suspect a thing. Excellent.

I trotted up to Hairpins’ side, and we set off at a quicker pace than before. I looked back over my shoulder to check on the real Tumbleweed, and smiled to myself.

“What is it Tumble?” Hairpins asked me, “Ya’ see somethin’?”

“Nope,” I replied. “I don’t see a thing.”

Success.


Footnote: Level up.
New Perk: You Look Familiar... - All modifications to Speech skill are doubled when Disguised.