To Lose When You Win

by KnightMysterio

What Happens When The Bad Guy Gets The Bad End

All characters and designs not my own copyrighted to Hasbro and used without permission for non-profit amusement reasons. All original characters and designs copyrighted to me, so ask first before you use them. Takes place during the finale of Season 2.

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Canterlot Palace...
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Celestia groaned softly, slowly coming to her senses. As she did, though, the events of the past few minutes came back to her. Cadence revealing herself to be an imposter after Twilight, her precious Faithful Student, came in with the real one. Shame at realizing she'd chastised her student, who'd been right so many times, without even considering that she might be right.

Losing in direct combat to Queen Chrysalis.

Oh, she'd held back of course. If she'd unleashed her full power, the city would have been destroyed. But she had badly underestimated Chrysalis and the power she had gained from feeding on Shining Armor's love. But she wouldn't make that mistake again.

...Why was everything upside down?

Reflexively, she tried to spread her wings, only to find them pressed up against a sticky substance. She blinked, realizing her vision wasn't clearing fully. Everything around her was tinted... green...

“A cocoon...” Celestia said softly. “I'm in a cocoon...”

Her heart began to race. She struggled to get out, the confined space on its own making her terrified, to say nothing of the fact that she KNEW what happened to ponies put in a changeling cocoon. She looked over, seeing Chrysalis strutting about, crowing about her victory. She couldn't hear her fully, the sound muffled by the thick membrane of her prison.

She shook her head. She had to trust in Twilight, that she and the others would get to the Elements of...

...No.,..

...NO!!!

Celestia watched helplessly as Twilight Sparkle, her precious student, and the rest of the Element bearers were dragged in, Rainbow Dash further restrained to keep her from flying away. She shook her head, trying to keep herself from crying. Everything was just so sticky. Was the resin keeping her in place getting thicker?

She looked down, watching as Chrysalis strutted around, crowing about her victory. She saw Cadence and Shining Armor crawling towards each other, and hope flared in her heart again. If Shining could recast the shield spell...

Wait, what are they... said a voice in her head. Celestia froze, recognizing the voice as belonging to Chrysalis. The Changeling suddenly whirled, seeing Cadence and Shining Armor just about to touch horns.

“OH NO YOU DON'T!!!” screamed Chrysalis, the sound just barely audible through the cocoon. (The resin WAS starting to get thicker, she was sure of it.) She watched helplessly as Chrysalis's magic flared, thick, jagged tree roots growing out of the ground and forcibly pulling Cadence and Shining Armor apart.

Chrysalis cackled at the two of them. She spoke again, but Celestia couldn't hear her. She could guess most of the content, though. She struggled, trying to free herself of the sticky resin, but only managed to get herself entangled in the mess even further. She could feel her feathers starting to stick together, could feel the goop starting to work its way into her mane, covering her further and further.

Chrysalis flew up to her, chuckling. “Looks like I win, Celestia,” she said. “Equestria belongs to me!”

Celestia scowled. “My sister is still free, Chrysalis! And she is more of a warrior than I! She will defeat you!”

“Yessss...” Chrysalis hissed. “Moonbutt still is a problem...” She grinned at Celestia. “Fortunately, it is one that I am prepared for. CLEAR THE HALL!”

Celestia watched helplessly as her subjects were dragged off by the changelings, many of them taking the places of their victims. She felt her own cocoon being removed from the ceiling and hidden behind her throne, seeing Chrysalis take her form as she sat down and patiently waited. The resin coating the alicorn grew thicker and thicker, Celestia soon unable to move her wings at all due to how thickly they were coated.

About an hour passed, Chrysalis getting bored and whistling to herself. Eventually, Luna glided down into the hallway, coming up to Chrysalis and nuzzling her. Celestia could barely hear her, tried calling out to her, screaming herself hoarse, but the thick walls of the cocoon prevented any sound from escaping. The alicorn watched helplessly, seeing a light green glow in Luna's eyes as Chrysalis took control of her, a green mist escaping from Luna's mouth and going into Chrysalis's as she devoured Luna's love.

Celestia struggled desperately inside the cocoon. Struggled desperately to make herself be heard. But the cocoon and the ooze thickening around her was muffling her, the ooze on her horn preventing her from casting spells.

But she had to try. Focusing, pouring all of her strength into it, she managed to force one last spell.

The Royal Canterlot Voice.

It was a little known fact that the Royal Canterlot Voice was an enchantment, one exclusive to alicorns, that allowed them to address dozens at once. Luna applied it liberally. Celestia used it on an as-needed basis. And boy she needed it now.

“LUNA!! RUN!!”

The thunderous voice echoed throughout the hall, snapping Luna out of her brainwashing. She turned and tried to fly away, but it was too little, too late. She watched in despair as her sister was overwhelmed by the Changeling armada, including Chrysalis herself, now stronger than ever from devouring Luna's intense love. The Moon Princess fought valiantly, but was quickly overwhelmed and bound.

Chrysalis's howling laughter would echo in Celestia's mind for the rest of her life.

“Bring them! Bring all the prisoners to the square! Round up every citizen in Canterlot and BRING THEM! I want them to be witnesses to my ultimate triumph!” the Changeling Queen cackled. Celestia felt her cocoon being lifted into the air, the alicorn helpless to stop them from moving her. She watched helplessly as she saw Changelings herd families from their homes, forcing them into Canterlot Square, the very center of the city.

Chrysalis watched proudly as the Changelings forced everypony in the city out of their homes, making sure they were all at angles to see the proceedings. At her mental direction, Shining Armor, Princess Cadence, Princess Luna, and the Elements of Harmony, all bound by a sticky green resin, were brought forward. The wings of the fliers were strapped to their bodies, the horns of the magic users with nullifying manacles around them.

“People of Canterlot! Equestria is mine!” Chrysalis crowed. She went over to Celestia's cocoon. “Behold, your mighty Princess Celestia has fallen!” She touched the cocoon, revealing Celestia, freeing her head but leaving the rest of her body covered in sticky, binding resin.

The snow white alicorn gasped in the fresh air, looking around at the fearful, despairing faces of her subjects, at the horror on the faces of Twilight Sparkle and Luna. She took a deep breath. She needed to say something, do something to comfort them.

“Be brave, my little ponies,” Celestia said. “No matter what happens...”

The rest of her sentence was cut off as the cocoon closed around her head again. She struggled, trying to free herself from the steadily thickening resin, but froze when Chrysalis spoke again.

“And now, you pathetic little FOOLS, you shall watch! Watch, as your precious Sun Princess becomes one of us! Becomes a Changeling! Becomes MY SLAVE!!”

Celestia tried to flare up her magic, tried to burn her way free. But before she could, Chrysalis's horn flared, her own magic affecting the cocoon and speeding up the process. The resin spread all over her skin, engulfing her mane and tail, wrapping around her horn. The sticky, oozing resin forced its way into her nose and mouth, oozing underneath her eyes and coating them completely. She tried to scream, but the resin worked its way into her lungs, making it impossible for her to breath. She felt her body dissolving, the sensation not unlike being covered in acid. Pain gave way to a feeling of nothingness while still being aware, a horrifying lack of sense that was somehow worse than the burning sensation of her body breaking down into nothingness. And then came the reconstruction.

Pain was far too light a word to describe how she felt in that moment. Her body was turned inside and out again, hardened and melted, everything that made up Celestia's body twisted and warped, simultaneously the feelings of rotting and burning suffusing her body.

Finally, after far too long, it stopped. All she felt was numbness, all she heard was the whispers of Queen Chrysalis in her mind, whispers of the Queen's thoughts, telling her 'obey, obey.' She didn't know how much time had passed, she just knew that time had passed in pure agony.

The cocoon split open with a disgusting squelching sound, spilling Celestia out onto the ground. She hissed, blinking in the sunlight as she slowly pulled herself to her hooves. She staggered, still dazed from her transformation.

“How do you feel?” said an authoritative voice. Something in Celestia's head told her that it was Queen Chrysalis's voice, and that she should respond respectfully.

“I feel fine, my Queen...” Celestia said, bowing. Which was true. She did feel fine.

In fact... the more she thought about it... she would go so far as to say that she felt just dandy.

Her entire body felt vitalized, full of life. Her mind was rapidly clearing, her thoughts organizing themselves and her memories returning. It felt as if a blanket had been thrown over them and was being pulled off, revealing each memory as clear as day. As Chrysalis turned towards the gathered crowd to gloat, Celestia only just now noticing the gathering of ponies and their horrified, despairing expressions, she took stock of herself.

She now had a thick, chitinous shell over her body instead of fur, brownish green like Chrysalis's. Her hooves now sported several rot-holes in them. Unnervingly, she could feel the breeze blowing through them. Her mane and tail were now several shades of green, sporting rot-holes as well. Her wings were now insectile, green and filmy, bearing rot-holes. She licked her lips, feeling long, sharp fangs inside her mouth. In the middle of her barrel was a green ring, similar to Chrysalis's. Her horn now was a twisted spiral that looked more like wood than bone. In the reflective metal of the platform she was standing on, she could see that her eyes had become cat-slitted and green.

And planted firmly on her flank, still in the place it was when she went in, was her Cutie Mark, a bright shining sun. She blinked. Could it be...? she thought.

She looked up into the sky, seeing the sun shining brightly above their heads. She glanced over to Chrysalis, who was still gloating, strutting about as if she had conquered the world. Celestia looked up at the sun again... and let her magic flare.

A grin came over her face as she felt her connection to the sun. She made the glowing orb dance back and forth briefly, surprised at how easy it was.

The sun is still mine... she thought, a wide grin spreading over her face. More and more, her mind felt clearer. More and more, she felt stronger. Why?

“Sister?” said a soft voice.

Celestia whirled at the sound, startled. Luna, Shining Armor, Cadence, and the Elements of Harmony were all staring at her in confusion, fear, and hope. A green mist was emanating from them, swirling around Celestia's mouth. She trotted over to them, feeling a strange... 'flavor' in her mouth, for lack of a better term as she inhaled the mist. She smacked her lips, looking closely at Pinkie Pie.

Cotton candy, tamales, and... hnh... can't tell... Celestia thought, finally identifying the flavor. She turned to Applejack, the 'flavor' shifting to apples, brown sugar, and cinnamon. When she looked at Cadence, she got a strong taste of strawberries and peppermint. And when she looked at Luna and Twilight...

Good heavens, she thought. The 'flavor' became almost blindingly intense, sweet and rich, like chocolate and moonlight and... It's love... What I'm tasting... It's their love. And they are giving it to me FREELY...

THAT is why she felt so good! THAT is why she felt herself getting stronger every moment. She was being fed love by her subjects. She concentrated, feeling the whispers in her head shifting. Chrysalis's voice was being muted, and the mental whispers of the gathered changelings started to fill her mind.

Looking out over the crowd, she could see the changeling warriors start to falter, confused looks spreading on their faces.

…I'm taking control of the hive, Celestia thought, chuckling. She turned towards Twilight, Luna, and the others, her horn flaring and easily burning away the resin holding them in place. “Fear not,” she said. “Chrysalis's scheme has a powerful flaw in it.”

The smell of the burning sludge attracted Chrysalis's attention. She whirled, seeing Celestia freeing the Elements of Harmony, Cadence, Shining Armor, and Luna. “What...” she stammered. “Why are you... STOP!! I COMMAND IT!!”

Celestia could feel the force of Chrysalis's thoughts in her head. A part of her wanted to obey, but the constant flow of love, so intense that she was absorbing it without even trying, gave her mind and will strength far greater than Chrysalis's will. Once the last of the entrapped ponies had been freed, she turned to Chrysalis and smirked.

“I... I don't understand,” Chrysalis said, staring at her in confusion. “You should be subservient... my slave!”

“You said it yourself, Chrysalis,” Celestia said, smirking. “Changelings grow stronger the more love they feed upon. And my sister and I are two of the most beloved ponies in Equestria.”

Chrysalis's eyes slowly widened, the meaning of Celestia's words sinking in. She tasted the air, feeling it filled with so much ambient love directed towards her rival that Celestia was absorbing it reflexively, without having to drain anypony. “No...” the Changeling Queen said softly. “No no NO!! KILL HER!!”

The gathered Changelings hesitantly took a step towards Celestia. The former alicorn shook her head. “Stand down,” she commanded. Celestia's will, stronger now than Chrysalis's because of the constant influx of love she was receiving, overwhelmed the thoughts of the gathered Changelings. Celestia, satisfied, nodded and said, “Release everypony, my little Changelings.”

The Changelings nodded, each one sitting down or releasing any imprisonment spells they had cast, freeing the imprisoned citizens of Canterlot. As they all slowly realized what happened, Celestia felt a surge of power as they all began directing love towards her, drinking deeply of the mist.

“What... WHY!? I AM YOUR QUEEN!” Chrysalis almost shrieked.

The Changeling closest to her shook its head. “Strongest is queen,” it said. “You are no longer strongest.”

Chrysalis howled in fury, turning to towards Celestia, who's mane and tail were blowing in an unfelt wind as power radiated from her body. “Luna,” the former alicorn said, “go to the locked chamber and retrieve the Elements of Harmony. Bring them to Twilight and the others at once.”

Luna nodded, kissing Celestia on the cheek. “Be careful,” the Moon Princess said, vanishing in a swirl of darkness.

As she vanished, Chrysalis, her eyes wild with fury, charged Celestia with her head down, horn in a goring position. Celestia met the charge, powerful magic sparking from the two of them as she slowly began to push Chrysalis back.

“My hive! MY FOOD! MY PEOPLE! MY VICTORY!!!!” Chrysalis shrieked, her fangs bared in a snarl. “This day should have been PERFECT!!”

“The only thing perfect about it was your mistake!” Celestia intoned, her eyes glowing. “You should have slain me instead of converting me, Chrysalis! Now I am even more capable of defending my little ponies than ever before!”

Chrysalis roared savagely, shoving Celestia away. Sickly green lightning bolts lanced from her horn, Celestia meeting each one with a magical burst from her own horn, creating explosions that sent the gathered crowd scattering.

Only Pinkie Pie remained close to the fight, having produced a box of popcorn and 3D sunglasses. “So awesome...” she cooed.

Twilight yanked her back roughly, spilling popcorn everywhere.

Chrysalis, fear and rage evident on her face, gestured, tearing massive boulders out of the ground and tossing them at Celestia. The former alicorn's horn flared, powerful lances of sunlight shooting down and melting the boulders into slag.

“DAMN YOU!” Chrysalis shouted.

Celestia smirked. “Incidentally, thank you for moving this outside. I don't have to hold back as much as I did in our first fight!”

What? Chrysalis thought. She got her answer soon enough when more bolts of pure sunlight began raining down from the sky. Chrysalis barely managed to dodge them, the beams forming a ring of sheer force that kept her from fleeing in any direction, the ground burning to slag where they hit, dirt drying to sand and shifting to glass. Chrysalis screamed in fury and frustration, glaring up into the glowing corona of power that surrounded Celestia.

...Did she always have this kind of power over the sun!? Chrysalis thought desperately. NO! No! It's just because of the power boost from the free-floating love! That is IT! That is the ONLY REASON!

She charged, screaming in fury. Celestia struck her with a backhoofed blow, sending her crashing down to the ground hard enough to make a crater. Before she could get up, Celestia dove down and stomped on her chest, Chrysalis screaming in agony as her exoskeleton cracked under the forceful blow.

The smoke from the battle cleared. “It is all right, my little ponies and my little changelings,” Celestia intoned, smiling brightly. “The battle is over. I have triumphed!”

Chrysalis hissed. Celestia pressed down on her injury, making her cry out in pain. Celestia smiled at the gathered Changelings and ponies as they slowly came out of their hiding places, the ponies cheering at the sight of Queen Chrysalis laid low by their ruler.

Luna appeared in a swirl of darkness, looking around in amusement. “It seems you are victorious, dear sister,” she said, levitating the Elements of Harmony from their lockbox. “Do we even need these?”

Celestia nodded. “I want to be sure,” she said. “Have Twilight and the others use the Elements on us both. If we are lucky, it will restore me to my true form. If not... at least Chrysalis will be neutralized.”

Luna nodded, handing the Elements to their owners. Twilight bit her lip nervously. “Princess... Are you sure?”

Celestia nodded. “I trust you, my faithful student,” she said.

Twilight gulped, nodding. She turned to the others, who formed a circle around Celestia and the dazed, weakly struggling Chrysalis. The six Element bearers floated into the air, energy swirling around them as the magic linked the six of them. Once they were linked up, a massive rainbow of pure Harmony magic flew up into the air, arching down and slamming into Chrysalis and Celestia. The Changeling Queen let out a shriek as the Harmony magic flowed through her, tearing into her mind and body. Celestia gasped, the magic doing the same with her.

The rainbow faded. Celestia stood in the crater, still a Changeling, but with her mane and tail's colors having shifted to their original state, her wings shifting to become similar to that of a monarch butterfly. She looked herself over and sighed.

“Perhaps it is better this way...” she said softly. “Without Chrysalis, the Hive will need a leader...”

Luna nuzzled her affectionately. “As for Chrysalis... I do not think we need worry about her, sister...” she said, gesturing to the limp form underneath Celestia's hoof.

Chrysalis's injuries had healed, but she was still unmoving. She was breathing slowly, her eyes wide open and staring. Rainbow Dash poked her. She didn't react. “What's her problem?”

Luna frowned, shaking her head. “The Elements of Harmony... In addition to purging one of dark magics, they also show you, in explicit detail, what you have been doing wrong with your life up to that point. Most likely, considering all the problems she's caused, Chrysalis has gone catatonic from how badly she's handled her life up to this point...”

Applejack frowned. “But what about Discord?” she asked. “He done got turned to stone by the Elements!”

Celestia looked thoughtful. “Most likely he did it on reflex, to protect his mind from the power of the Elements. I don't think he even realizes that he changed himself.”

Twilight stared down at the catatonic former Queen. “What will happen to her?” she asked. “What will happen to you?”

“Chrysalis will be taken to a hospital and given the best of care, at my own expense,” Celestia said. “As for me...” She sighed, looking over the crowd, seeing some of the nobles start giving her wary glances, the love from them turning into the fouler taste of suspicion and fear. The former alicorn shook her head. “I am still myself, but I am also now Queen of the Changeling Hive. There will be... difficulties, but that is to be expected.” She motioned to two Changelings, giving them a mental command. They nodded and picked up Chrysalis, carrying her off to Celestia's private chambers for the moment.

She concentrated, green fire flaring around her as she changed back to her normal alicorn form. A disguise, yes, but a comforting one for the gathered ponies. “But that can be handled tomorrow,” she said. “For now, I believe we have a wedding to prepare for.”

Cadence blinked. “Auntie Celestia... after everything that's happened... do you really think it's appropriate?”

Celestia smiled benevolently. “This is meant to be your special day, Princess Cadence. And I mean to see that it is a perfect one.” She turned to Twilight and her friends. “What do you say? Up for getting this wedding back on track?”

Pinkie Pie cheered. “WEDDING PARTY! WEDDING PARTY!” she chirped.

Applejack grinned. “Quite frankly, a good ol' fashioned wedding shindig would be a welcome change from all this.”

The others responded affirmatively as well. Cadence smiled gratefully at Celestia. “Auntie... thank you...” she said softly.

The crowd cheered, glad that everything seemed to be over for now. They all began to file back to the castle, Twilight and Shining Armor taking the time to make up for each other, Twilight apologizing for making accusations without evidence, Shining apologizing for not trusting her enough to give her a chance to prove it.

Celestia smiled inwardly. Luna trotted up to her, nuzzling her sister. It felt a little odd, Luna well aware that her sister's soft fur was nothing more than a disguise for her Changeling form now. But something inside Luna knew that no matter what her form, this was her sister.

“Do you really think everything will be all right?” Luna asked.

Celestia sighed. “It will take time, and much effort... but I believe in my little ponies. Yes, dear sister. Everything will be fine.”

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Epilogue...
Months later...
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“Oh, Chryssi Chryssi Chryssi...” Discord said as he looked over the catatonic former Queen. “You have seen better days.”

Chrysalis said nothing. She simply stared sightlessly out the window of her hospital room, reacting to nothing. The hospital had been taking good care of her, keeping her clean and fed, but she had remained unmoving ever since her defeat on the day of the royal wedding. Discord shook his head. “Well, nice to know that the Elements of Harmony are scarier than I imagined...” he muttered, floating over to Celestia, who sat at the door in her Changeling form.

She sighed, fluttering her butterfly-like wings. “Feeding her has been tricky. It took us weeks to figure out a system to give her love to live on. There are still factions who call for her execution. Most of them are also members of the rising secession party as well, joining the regional governors who wish to break off from Equestria...”

Discord cackled. “Secession? My my. Trouble in your little Equestrian paradise?” he teased.

Celestia hissed at him, baring her fangs. Discord snorted. “I didn't bring you here for insults,” Celestia said. “I brought you here to see if you could do anything to help her.”

Discord glared at Celestia. “Why?”

“I gave you a chance,” Celestia said simply. “Doesn't she deserve the same?”

Discord squirmed uncomfortably. About a month ago, he would have laughed at the notion. But after befriending Fluttershy and learning that yes, friendship indeed was magic (gag), and actually finding himself enjoying the company of other ponies...

Discord sighed and floated over to Chrysalis. He poked her in the nose, the top of her head flipping open like a trash can lid. Discord put on a rubber glove he produced out of nowhere and began rooting around in her head. After a long moment, Celestia staring at him with a disturbed expression on her face, Discord pulled out his hand, bringing with him... a rutabaga.

Discord stared at the rutabaga for a moment, holding it up to his ear and shaking it. He shrugged, tossing it back into Chrysalis's head, the top of her head flipping back down and resealing itself. “Nope,” he said. “She's a vegetable.”

Celestia frowned. “Surely to goodness your power can...” she started.

“She's blocked off her entire mind from accepting the fact that she did wrong, Celestia,” Discord said, scowling at Chrysalis. “She needs to get over herself and accept she did wrong, otherwise she's going to be in the coma ward forever.”

Celestia stared at him for a long moment. “How'd you get all that from a rutabaga?” she asked.

“Mysterious and manifold are my ways,” Discord said, taking a zen-like pose. Celestia snickered, shaking her head. She looked at Chrysalis again, sighing.

“I had hoped...” she said softly. The former alicorn then shook her head, sighing. “Well... thank you for making the effort at least...”

Discord saluted. “Happy to do what little I can,” he said. Celestia rolled her eyes.

“I suppose we'll have to try another avenue of helping her,” Celestia said. “Come. I know of an excellent donut shop in downtown Canterlot. My treat.”

Discord oohed in delight at the prospect of donuts, floating alongside Celestia as they left the room.

Chrysalis didn't notice them leave.

She didn't notice anything.

She simply stared ahead, a prisoner of her own mind, now and forever...