The Substitute Demon

by Reykan


Dreams of Home

Pandinus returned to consciousness the next morning knowing exactly where she was.

It was where she'd strived to end up since becoming a queen and she'd quickly made it her nightly target, but being in Cimmerian's bed was unfortunately only half of her goal. Unlike most ponies, when Cimmerian said she could sleep with him, they did exactly that. The prudish behavior of the alicorn was frustrating, in more than one way for her. There he was, an alicorn, the ultimate form of a pony, and she couldn't do anything to convince the fool to allow her any fun. Certainly she could have avoided the strange drink the dragon was dishing out and attempted to seduce the alicorn in his drunken state, but to do so without being intoxicated herself would have been suspicious considering her past agenda. So she'd tried some of the beverage and immediately attempted to purge it from her system, to give the illusion of consuming a great deal of it.
The trick backfired horribly. The drink seemed to latch onto her magic, increasing in potency the more mana she poured into purging it. She was at one point even drawing emotion from Cimmerian in an attempt to flush the cursed drink from her system, but it only made the problem worse! Before she knew it she was giggling like a fool, even being used as a personal massage tool by the equally drunk alicorn. A perfectly good chance of seducing him with little consequence wasted by that damned brew.

She scooted closer to the still sleeping form, basking in the warmth and compassion that he seemed to radiate most of the time. He was working to make this old temple a utopia of sorts for all races, and by her standards it was already fairly close. Changelings walking the hallways with no disguises, openly conversing with those they met along the way. Food was plentiful, most ponies not hiding their emotions from the shape shifters for fear of losing them anymore. Even the other races provided some nourishment, though not nearly as much as the ponies. They were a herd species, and much more likely to seek out bonds with those around them. It was why as soon as they were comfortable, they started forming family groups.

Pandinus shifted uncomfortably as her mind came back to that topic, looking back at her barrel and flanks. Her first clutch was ready to be laid, and she'd made little progress in seducing the alicorn. She would just have to lay them, though the drones would be little more than direct clones of her. It wasn't the most desirable of situations for the queen. Drones hatched in that fashion truly lived up to their names, almost entirely reliant on the link for everything from orders to reacting to different situations. Free thinking changelings like Mirage and Grift were what she wanted, but to lay a clutch of those, she needed a mate.
Certainly, she could have tried seducing any of the pony males in the Temple, or maybe even one of the other species if she was feeling adventurous, but Cimmerian was her goal, and she had learned much about him lately. She knew he preferred that strange, almost alien name he introduced himself by instead of the one she could feel was his Given name. She also noted that there was an oddity about his magic prowess, the alicorn using advanced spells one day then studying basic arrays the next . The thing she watched closest, however, was his reaction to families.

He was monogamous. Certainly, he allowed ponies to form herds if they wished, but there was an unease, an unfamiliarity to the situation that she could just barely pick up. The best source for powerful children was monogamous, so she had to be as well. As much as she would love to grab the nearest stallion and finally allow herself to lay her clutch, it would likely damage what little progress she'd made. That left the question of why? Why was the alicorn so uncomfortable around herds? It was almost as if he'd been raised in an entirely monogamous society. Impossible, as even the strictest of the pony cultures had allowances for such relationships. Thus she was left with trying to work with what she had. A body ponies would kill for, magic ability beyond the most powerful unicorns, and the ability to conform her shape to whatever she found would help her goals. For some reason, it didn't seem to help with her current target. Still, the conversation the morning before had been eye opening.

'If only I'd thought of that earlier.' She thought to herself. He was looked to as a father figure by most of the ponies by now and even a few of the gnolls, even if they used his name. That was something Pandinus had quickly spread throughout the Temple upon learning his nest was still calling him The Nightmare. Why he was hiding it was beyond her, but it mattered little at the moment. He was a father figure, so she would allow the nest to push them together. After all, if a family has a father, there should be a mother as well, right? The very ponies he guarded would do the work for her.

It was a certainly a step down from what her mother had pursued, but she couldn't help but not be bothered by the situation that much. Her children would be more powerful than any queen's before her, her hive would be undetectable by the pony queen's arrays, and unless something happened to cause too much damage the alicorn's emotional state again, her children would be well fed. If accepting the alicorn as an equal ruler to her was the price of such boons, so be it. She would see her species rise from the wreckage that damned alicorn on the Equestrian throne reduced them to, and First Mother willing, may even find a way to strike back at the whorse who had destroyed her mother's hive.

She smiled, her fangs poking out from under her lips. Revenge, power, and love. Looking over the sleeping alicorn, she giggled as less pure thoughts began to cloud her mind. The long wings wrapping around her, the powerful hooves holding her close, the toned haunches pressing up against hers as he-

Suddenly she jolted from her musings, an uncomfortable shifting in her body screaming for her attention. As much as she hated the idea, this clutch would be fatherless.


Ted, or Cimmerian as the more magically inclined followers were now calling him thanks to Pandinus, was jolted awake by the sudden shifting of his bed. Almost jumping clear of his bed, he only caught the dark tail of the changeling queen as she darted from the room in a blind panic.
'What in the world happened to her?' He wondered, slowly slipping out of bed. He'd have to check up on her. Having someone about his size and power was nice, after all. Maybe someday he'd trust her enough to explain why he couldn't accept her advances. The shape shifter certainly made shooting her down difficult enough for him.

It was still early in the morning, a time Ted normally hated being awake at. That didn't stop a good portion of the ponies from being up and about, though the other races seemed to posses their own disdain for such early hours. He kindly greeted those he passed, and they returned his greetings with their own, though some expressed concern for the panicked state his consort had been in during her flight from his room. Ted had even heard one pony muse to his fellow that she'd finally gone too far, earning the stallion a cuff on the head from his friend and a reminder to not say such things in public. If it weren't for his growing concern about the queen, Ted may have added to the punishment as well as asking where they'd heard she was his consort, but for the moment he allowed the grievance to slide, descending into the tunnels holding the queen's nest. Pushing the door open and using his connection to the shadows to enhance his vision, he walked into the final chamber where he was greeted by a strange scent, and the sight of the changeling queen collapsed on the floor by a small bowl-shaped indent on the floor. A bowl that was currently full of what he assumed were changeling eggs.

Thus Ted's concern for her health died in a fiery train wreck against the reality of what he was seeing.

<-(0)->

For the longest time, the alicorn was stunned into silence. Eggs, the mare he'd let convince him to share his bed, though without the shenanigans she seemed to be pursuing, had just laid eggs. Were they his? Did a changeling not need to actually engage in, well, that with a pony for them to be considered a mate? Or was it the hairs she'd taken? He knew she'd gotten the new color from the hairs, but had the queen managed to pull some type of genetic material from it as well? How did that even work? What would the nymphs look like?
Suddenly he had the mental image of strange, half changeling, half human creatures wandering the halls, giving fanged grins and looking at him with slit pupils. They talked and laughed, and he even picked one up, before turning to his mother, introducing the little one. His mother took one look at the little girl, and screamed in terror.

He shook the image from his head. 'Mom probably wouldn't be too happy with alien hybrid children.' He thought, looking over the clutch. If they were his, they would likely be closer to his current form. Alicorn changeling hybrids than? What would that do for a race that could already impersonate the different pony races? Given the Mad Queen's hatred for the race, he couldn't help but smile. How would she react to that? One of the races she tried crushing, now elevated to her own level, now sharing genes similar to her own. It would almost be worth the danger to show up in her court one day with one such hatchling just to see her expression first hand.

'Remember those bug ponies you tried to wipe out? Here's one that's a hybrid of their own race and yours.'

The queen took that moment to groan, finally returning from her impromptu nap. Ted made his way closer, levitating the slowly shifting queen to her bed. He'd get answers from her before he fell into panic. He'd done that enough times in this world as it was. Besides, the biology of the shape shifters was still a mystery to him.
The moment she could manage to look at him, she had that same shit eating grin he'd seen her adopt so many times before. He frowned, knowing exactly what that meant. It usually preceded her saying something that left him feeling incredibly embarrassed or confused, sometimes both.
"There for my first molt as queen, there for my first clutch. You seem to like being around for my firsts. It's a shame your not keen on sharing a first with me."

It took a significant amount of willpower, but Ted pushed through his desire to sputter incomprehensible gibberish at her jab.
"Are you alright?" He managed to force out. "You bounced me when you took off, and I thought something was wrong. I didn't really expect, well..." He trailed off, looking back at the eggs.

"I'd tell you they were yours, if it would get you over your aversion of the idea, but I'm sure that damned clutch nurse would be more than happy to tell you the truth, especially if it caused me trouble. No, they're not yours." Rolling her eyes at the confusion that clouded his eyes, she elucidated.
"A queen lays eggs regardless of whether she has a mate or not. The drones will be direct clones of her, though their strength and power will be diluted, and they're not capable of much more than following orders. The perk of laying such drones, even if the queen has a mate, is they mature quickly and require little nourishment to function. If a queen were to find a mate, however, the eggs would hatch into the drones you see upstairs. Fully formed personalities, capable of surviving independent of a queen. Depending on the donor, the changeling will prefer different forms. For instance, I assume Grift's father was a pegasus, seeing as his preference of a winged form and his love of flight, while I would think that Mirage's father was a unicorn, since she seems much more magically adept than other types of changelings. I've only heard the story, as Mirage refuses to allow me access to the nymphs, but I would place Adamant as an Earth pony father, if the stamina and resilience I've heard about is anything to go by. As for Gem? I can't say, she hasn't displayed any specific abilities, though her slow development is proof she isn't a fatherless drone." Shakily, the queen rose from her bed, making her way to a small container that seemed to hold a liquid, before sinking her fangs into the sac and drinking deeply.

"If you knew you were going to be laying eggs so soon, why did this seem to take you by surprise? I would think you'd have been ready for this. In fact it looks like you had this place set up for such an occurrence for a while." Ted asked, even as he watched the bizarre ritual.

Draining the pouch dry, the changeling made her way back to the eggs, a strange sloshing noise reaching the alicorns perked ears.
"I tried to hold off on this clutch, I held off as long as possible, actually. It was why I was caught unaware this morning. Even in the best circumstances, eggs must be laid. After all, what is a queen without her subjects?"

Reaching the pit, she looked down at the eggs, and in a softer, much more quiet voice, she said. "What is a mother without her children?"

"You didn't want the drones? The ones that rely on the link, I mean."

The changeling shook her head. "They are best for menial labor or a display of force, often used to intimidate enemies while the actual hive flees. But they are not the children I wished for. Nevertheless, they are mine, and I will watch over them." She then made a gurgling noise, before spitting a glowing white and pink streaked goop into the pit holding the eggs. After she'd finished, she curled up around the pit, eyes locked on the eggs before her.

Ted stared at the now glowing pit and the eggs for a moment. "What do you use them for? The drones I mean. Digging, caring for nymphs, foraging?"

Pandinus smiled "Digging and simple errands mostly. I'm surprised you didn't immediately try to get me to make you an army."

"They may not be as intelligent as the other changelings I've met, but they're your children. I'm trying to avoid being an evil tyrant, and that's a step in the wrong direction."

The queen nodded. "Doing so is suicide for any queen. Because they rely so much more heavily on the link, it actually causes feedback to the queen when one is killed. The discomfort is minor at best, but it's noticeable. That's why when they're near the end of their lives, they disconnect from the link on their own, mentally shutting down the moment the connection is severed. Mother once told me of a changeling queen, so driven to madness by hunger, she raised an army on the emotions of the wildlife she managed to capture. She invaded a pony city with them, intent on finally relieving the terrible hunger she'd suffered for so long. When the ponies managed to mount a counter attack, throwing her army from the city, she suffered horribly. They found her in a crater days later, barely alive but catatonic from the feedback of several thousand drones dying under her direct command." She shook her said sadly at the memory of the lost queen. "So no, I cannot give you an army. I will not do that to my children. Thank you for not asking that of me."

Looking over the swirling colors she continued to speak "Happiness and compassion isn't as potent as love, you know. But it will be more than enough to allow them to grow healthy and strong. They will have more food here than any hatchling in my mother's hive ever had access to. No hunger, no fear of whether or not the collectors will be discovered and not be able to meet the demands of the hive." A few tears fell from her eyes as she gazed into the hypnotically swirling colors. "Never having to chose which of their brothers or sisters will be a bigger help to the hive, when there just isn't enough love to keep all the eggs properly saturated with love..."

Sensing the changelings depression, Ted curled up beside her, laying a wing over her as he'd done with other ponies and even the few gnolls who'd sought his help. She'd helped him when he was depressed, and he would be damned before he allowed her to flounder in that darkness by herself. Despite the quickly souring mood, one question nagged at him.
"If you wished for intelligent drones, why not find a mate?"

"I did, he's just less than willing." She responded, glaring at him, though it quickly melted into a sad smile. "We look for a mate who allows our hatchlings to survive in the different situations they may find themselves. In areas where they will be subjected to physical hardship, an earth pony would be the preferred father; if the changeling would need to be a better flyer, a pegasus, and so on and so forth. So what happens when the father is an alicorn?" She asked, her smile strengthening. "What situation would my children not be able to adapt to? And one who not only provides me all the food I require and cares for me enough to nurse me back from that broken shell I was, but whose own magical aura shields me and my children from our enemies!" Suddenly, the smile dissipated. " You are the reason I don't grab whichever drunk stallion I find in the dining hall after nightfall. You and your damnable preference for monogamy!"

The alicorn's eyes widened in surprise at the statement. He'd not mentioned anything like that to any of his followers, allowing them to pursue whatever relations they found best.

"Don't think you can hide it from me. You're uncomfortable when the topics of herds come up. I spend almost every day feeding on your emotions, you fool, you think I don't notice such things?" She said with a sneer. "Certainly you don't show it, letting your hive do as they wish, doing what makes them happy, but that doesn't stop you from feeling discomfort at the sight of a herd, or hearing about another joining a preexisting herd."
"What is it you want me to be? What do I need to do, what do I need to be to earn your love? I know you don't find me unappealing, I've tasted the barest hints of desire when I tease you! What do you need to hear before you'll let me taste the strongest, purest emotion a changeling can consume?" The queen stopped just short of yelling at him. "Why? If nothing else, let me know why you keep turning me down."

Ted was floored by the comments. He'd known her long enough back home to maybe be an acquaintance, and yet here she was demanding a reason for his evasiveness like he'd friend-zoned her for five years! Granted, he'd probably done more for her than any other being alive or dead besides her own mother, but still! Shaking his head in disbelief, he looked at the queen. She trusted him, she had to at this point, his allowing her to stay being the only reason she was alive and free, not being carted off to some unknown fate or dead by the claws of the port town's mercenaries. He knew she'd seen the looks they'd given her as he'd brought her out of the town, despite her state at the time, and being as attuned to emotions as she claimed he was certain she'd felt them too.

Perhaps he could return some of that trust.
"Do all relationships on this planet move faster, or are my people just extremely slow?"

Pandinus opened her mouth to unleash a scathing retort, but stopped short, the words registering a moment later.

"What?"

"The ponies started marrying as soon as they felt safe, and you're acting like I've been dodging you for several years." He said, before letting loose a heavy sigh. "It has nothing to do with your appearance, Din, but your goal. My mother and father, they didn't get along after a while. They argued, complained about each other, the works. But they stuck it out, because they wouldn't leave me and my sister with a broken home. So I made this promise to myself. If my parents were willing to stick around so that I could have both of them growing up, there was no way I would leave a child of my own without a father." He explained, staring at the eggs.
"I, I still plan on looking for a way home when this is over." He said sadly. "No matter how long that takes. Tell you what. Tonight, we'll talk in your dreams, that way there's no chance of someone eavesdropping and getting the wrong idea."

Nuzzling the changeling, he added. "Of course, I'm sure you know this information is to be kept to yourself, unlike some other information you've gained access to in the past."

<-(0)->

The day passed quickly, nothing of major importance drawing the alicorns attention besides plans for clearing more jungle for expansion and a possible investigation into a nearby populated temple that was brought to his attention by a small group of gnolls that were finally returning from an extended hunting trip. Upon hearing of Ted's strength from Buster, they followed the gnolls example, not knowing what else to do with the destruction of the den. Ted welcomed them just the same, offering lodgings in their choice of the large room the other gnolls had converted into a makeshift den, or the storage shed, currently empty aside from the cart that had been used to haul the larger smithy supplies. Finishing up the last thing his primary advisors wanted to bring to his attention that evening, the alicorn turned in for the night. He had promised the changeling queen a better idea of his inability to accept her, to put it kindly, obvious interest.

Slipping into the dream realm, he quickly found the nearest large source of dreams, before diving into the warm glow. Appearing in the dream world of the queen, he quickly found himself surrounded by hundreds of changelings of all shapes and colors, each flitting about on urgent business. Following the detail once more, he soon found himself in a throne room of sorts. In the middle of the room sat the changeling queen, though that wasn't what drew his eyes. He was instead focused on the throne. Or rather, the pair of thrones that sat on the dais.

'As if her flirting didn't make it obvious enough.' He thought with a depressed sigh. She was beautiful, in an alien kind of way, but he really wanted to go home at the end of all of this. And he'd be damned before he sired a bastard child.

"Din, it's time." He said, approaching the throne. The changeling smiled warmly at his appearance, before it seemed to click. She blinked owlishly a few times, before looking around her, then back to the alicorn.
"This is a dream?"

"It is. We can talk here without interruption. With your permission, I'd like to shift our location." He said, taking a seat before the queen.

At her nod, the dream world faded, a strange beach forming around the two of them.


Pandinus staggered slightly as the world shifted around her, the twisting of the world leaving her gut in a knot. Eventually she pulled herself back to her hooves, looking around the exotic landscape Cimmerian had chosen for their conversation.

"A beach on Sanibel Island in Florida, my family went here a few times on vacation." The alicorn told her.

"I can't say I've heard of the place, though I admit my knowledge of geography isn't what it could be." The queen said, looking around at the strange scene. There was a sense of something amiss as she gazed at the scene, something infinitely important that she couldn't place.

"I didn't think you would, in fact I'm pretty sure I'm the only being on Equis who's been here." He stated sadly, drawing the queens gaze. What she saw, however, wasn't the alicorn, but a strange creature with clothing, lying against a tree, enjoying the sunset. The creature focused on her, still keeping that soft smile before gesturing to the sunset in the distance.

"Welcome to Earth, Queen Pandinus."

Then she saw it. The moon was in the sky with the sun. It was something that only happened a few times in recent history, usually when something had gone horribly amiss and both princesses needed their full power for whatever danger they were engaging. Yet here it was, and the creature, she was sure it was Cimmerian now that she'd heard the voice, wasn't in the panic that such a sight would send most ponies into. Blinking, she focused her gaze on the strange moon, her mind registering more inconsistencies. The moon's surface was cratered differently than the one she'd seen while traveling under the cover of the night. Not only that, it didn't seem to glow with a light of its own, barely visible in its position by the setting sun. Through all this, the creature beside her gazed contentedly at the sight, as though it were completely normal.

'It probably is.' She idly thought. 'He did say this was Earth, like he was introducing the planet itself.'

The alicorn was an alien. Were all alicorns aliens? No, the one who'd linked with love had been born a pegasus, and the Mad Queen had been a unicorn before her ascension. So what was he?

"There was a movie that was titled something similar to my current situation. A Series of Unfortunate Events." The creature, no, Cimmerian said. " Right person in the wrong place, or right person in the right place, if you listen to Shadow or Blur. I left this behind when I was brought to Equis, Din. As much as I want to help you all, to make a place where anyone can be welcomed, regardless of species, I need to try to get back home. I have family here." Cutting off her response, he continued. "Preexisting family. It's the other reason I'm not, uh, looking for that kind of relationship right now. I don't want to have to choose. I don't want to have to choose between letting my mother know I'm still alive and kicking, or keeping my promise to never abandon a child."

There it was. The reason he'd been shooting her down for days on end, despite her best efforts and even a few rumors started while holding the form of other ponies. She wanted to call him a coward, unwilling to make such a choice. She wanted to grab and kiss him, making a decision like that with the wellbeing of her clutch in mind, no matter how wrong it was. Her mother never saw her lovers a second time, that wasn't the reason she didn't want him to leave. He was her Safe/Warm/Food. He was literally the personification of a changelings idea of home.

Her thoughts were interrupted by a second presence entering her dream. It confused her, as it tasted familiar to her, the same way Cimmerian tasted when delving deeply into his memories. Looking to the location the presence was manifesting, the changeling saw a dark female alicorn forming in the dreamscape.

'Luna' Pandinus realized. Was she here for Cimmerian? No, the changeling wouldn't allow it. Placing herself between the intruder and her benefactor before either could react, she hissed threateningly, even flaring her wing covers to add to the effect. The reaction she received from the lunar alicorn was not what she expected, nor did it give her much in the way of confidence.

Luna merely raised an eyebrow at the queen's display, before stepping forward, flaring her own wings and allowing her dream-self to manifest in her full splendor, passing the queen's height by several hooves. The changeling shuffled back slightly, not expecting the shift in size, but attempted to maintain her stance. Then the alicorn began observing her. She walked around Pandinus, as if inspecting a cart before purchase, even prodding the queen's flank at one point, earning an indignant if confused yelp from the queen.

"So" Luna said, turning to Cimmerian. "This is consort your subjects speak of? While I am certainly not a fan of changelings, I must say she is a superior specimen from what I've seen of their kind." Taking a seat on the sand, the alicorn nodded, while Cimmerian merely buried his face in his strange claws. "Despite my apprehension when I first heard of your choice, I believe I can sanction this relationship. After all, her first reaction was your safety. Tis a rare thing to see amongst her kind, so her interest must be genuine." She turned to Pandinus, offering a hoof in greeting. "I am Lunacae Nocturnis. May I know the name of the one pursuing Cimmerian's affection?"