Thorax is Secretly a Changeling

by Palm Palette


He Totally Is

“Can you turn into anything?” Spike asked.

“Yes—within reason,” Thorax said. He scratched the back of his head with a hole-ridden hoof. Glancing back and forth down the guard-lined halls of the Crystal Palace, he shrugged. They didn't appear to be watching him, but they were always watching something. That's just what guards did. Well, it wasn't like they didn't already know that he was a changeling. Without further hesitation, he rapidly transformed into a crystal pony, Spike, a rock, an armored pegasus, a potted plant with large, blue fronds, an unassuming cardboard box, a gray mouse, and back into himself.

“Wow. That was so cool!” Spike's eyes shimmered. “Ooh! Do Candance! I want to see your impression of her!”

“Uh...” Hanging his head, Thorax shook it. “I'd rather not. After the wedding incident, it'd be a bit... insensitive.”

“Oh. Sorry. Of course they'd take it the wrong way.” Spike laughed. He waved a hand in the air as if brushing the topic off. “Hey! I bet you could even turn into another changeling!”

Thorax froze. Beads of sweat glistened on his dark, rigid exoskeleton. “W-well, technically I could—but I'm already a changeling. Why would I ever want to do that?”


The ponies of the Crystal Empire opened up to him far faster than he had expected. Their sheer devotion to their princess and the 'brave and glorious' Spike rubbed off in ways that he never knew were possible. In one day, he'd gone from the kingdom's most wanted to its biggest celebrity. He was tempted to disguise himself just to get a break from his adoring fans.

A little cream filly of the non-sparkling variety ran up to him. She had thick red hair and even thicker purple-rimmed glasses. Like most ponies, she also had an image on her flank. Hers was of candy canes, whatever that meant. “Hey Mither, do you want thome cookieth?” she asked, holding up a box of chocolate thin mints.

Thoughts of disguising himself vanished in a puff of smoke. “Do I!” He pulled a cookie out of her box with his bluish changeling magic. Hovering it in front of his face, he hesitated, sniffing it. Many crystal ponies along the street grinned and waved. Eyes watching him were everywhere. He gulped. “Uh, you're not a crystal pony. What are you doing in the empire?”

“Neither are you.” She shrugged. “Well, if you really want to know, I'm here for the thpelling bee. I wath top of the clath back home, tho I moved up in the finalth.”

“Well, as long as they don't ask you to spell something with the letter 's' in it, I'm sure you'll do fine.” Thorax put on an encouraging grin. While changelings were great at wearing disguises, masking emotions was a bit trickier. Still holding the cookie aloft, he frowned internally and looked around. While there were plenty of sparkling ponies, none of them were like this filly. “Are you by yourself?”

“Yeth.” She sighed. “Dad wath thuppothed to come, but thomething came up at work. It alwayth doeth.” Perking up, she grinned and wagged her tail. “Tho that'th why he baked me theeth cookieth. They're thooper-thpecial! It'th hith way of thowting that he really careth about me.”

Thorax dropped his mask and let his frown come out of the closet. His pale blue eyes belied no motion, but he looked at the cookie and back at her. “Um... about that—”

“Go on! Try it!” Her eyes glimmered with that hopeful innocence of youth.

He couldn't resist her puppy-dog eyes. Hesitantly, he took a small bite. He chewed once before gagging and spitting it out.

“Ith thomething wrong?” The filly asked with wide eyes.

“I can't eat these! They have no love in them!


Thorax wasn't off to a great start.

Technically speaking, it wasn't his fault that the little girl had run off sobbing, but it still looked that way. Perhaps changing into a different changeling might not be such a bad idea after all. Still, he had an easy way to fix his image, and that was by hanging out with ponies that everyone liked better than him.

“I'm so excited!” Twilight clapped her hooves together. She had surrounded herself with quills, papers, inkwells, and books—lots and lots of books. In fact, there were so many books that half the shelves in the library were empty and he could easily envision a cloth being draped across the tops of the piles to create a full-sized book fort. “There's so much we can learn about changeling culture! I just love doing research!”

“Yes. I can tell.” Thorax sniffed the air by flicking out his forked tongue. The love in the air far surpassed any reasonable standards. He inched away from her.


One long, grueling, interrogation later, Thorax relaxed at the spa. One of the greatest things about being in pony society was that all of them really cared about their work. In fact, they proudly displayed their jobs in images tattooed on their flanks. He'd have to remember to ask about that custom at some point.

“You like ze massage, yes?” his crystal pony masseur asked, working sparkling hooves along the black, rigid carapace in a futile attempt to ease the knotted tension in the muscles beneath.

“Yes. It's delicious,” Thorax replied. He rolled over and lolled his tongue out like a puppy.

“Oh. You say zat because you changeling, yes? I do so very much love my work.”

“Yeah...” Thorax sounded distant. He stared at the steam swirling through the air.

“You so lucky. I bet you envy of all other changelings.” The shimmering teal crystal pony switched from massaging to dabbling his client with mud for a beauty mask.

“Yeah,” Thorax said in a soft voice. Somewhat ironically, he mused that other changelings had no idea what they were missing out on. He'd have to fix that at some point. No—he vowed to fix that at some point. It was a long-term goal that he could focus on, perhaps sooner than later, but for now, he was just glad to be himself.

Yes. He was totally himself.


A row of imposing, fully-armored crystal archers let loose volley after volley of arrows, pelting bales of hay with ice-laden aerial death.

“Excellent work, soldiers! Keep that up and we'll be sure to win first place in the Equestria Games!” Shining Armour declared. Donning his full, armored regalia, he was an imposing sight.

The smaller changeling somewhat meekly plodded alongside him. “Y-yes. They are quite impressive,” Thorax said. Given the open hostilities between ponies and changelings, it wasn't hard to imagine such a volley being loosed at an invading swarm. He bit his lip.

“You changelings have your own sports, right? Care to tell me about them?” Shining asked.

“You mean like when the queen tosses a beloved childhood doll into a pit of half-starved drones and forces them to fight to the death over a scrap of food that can barely sustain them, and is probably just another changeling in disguise, anyway?”

“Uh...” Shining Armor blinked.

“That's one of the reasons I risked my life by abandoning the hive.” Thorax hung his head. “Compared to you ponies, us changelings are total savages.”

“But all savages have weaknesses. Er—weakness of heart—to reformation. T-that's what I meant.” Shining Armor wanly chuckled. “But if we did ever have to fight...” He scrunched up his face in a silly grin. “We, uh, could you give us some tips so that we could, uh, quickly get into a position where we could properly reeducate the changeling later?”

Stepping close, Thorax whispered in Shining's ear, “Just between you and me, us changelings have really sensitive shins.” He pointed to a spot on his holey hoof which was so numb that it might as well be dead. “You'll keep this to yourself, right?”

Shining's eyes glanced at his soldiers and back at Thorax. “Of course I'll keep it a secret. You can trust me! That's exactly what I'm going to do. Exactly.” He grinned wide enough to catch a hawk.

“Hmm...” Rubbing his chin, Thorax stared down the line of soldiers. “You know—this is just a wild suggestion—but if the changelings ever did invade—not like they're going to after how well you throttled us last time... But if they did, and instead of arrows, you tossed your loved ones at us, we changelings would never expect it.”

Standing tall, Shining Armor thumped on his chest. “A tried and true tactic!” he declared.

“Uh...” Thorax's mouth hung open. He had no idea what to make of that.


At the edge of the Crystal Heart's influence, the oasis of sunshine gave way to bitter, blinding cold.

“Are you sure you want to go back there?” Starlight Glimmer asked. “You don't have to live in the mountains. I'm sure that any one of the ponies here would welcome you into their home.”

“I'm not sure they're quite ready for that yet,” Thorax said. He chuckled. “And besides, I've been living in those caverns for so long that they feel like home. It's not like I'm leaving. I'll still be here every day.”

“Yes, but we are.” Spike sighed. “The work of a princess and her friends never ends. I'll visit when I can, but I'll still miss you.” Reaching up, Spike bumped his fist against Thorax's hoof.

“I'll miss you too, Spike,” Thorax said.

Twilight grinned. “Thank you for helping me with my research. If more ponies know about changeling culture, then I'm sure they'll open up to you.”

Thorax winced. “Or the exact opposite.”

“Oh! You mean like how all the barbaric rituals, baby-snatching, feeding off love—” Twilight tapped on her chin. “Hmm. I guess I can see how that would turn some ponies off.”

“Gee, you think?” Spike gave Twilight an odd look.

“Well, perhaps it's best if I hold off on publishing. I can always archive my findings in the restricted area.”

“Please do.” Thorax let out a sigh. “I'm sorry my kind are, well...”

“Totally evil?” Spike asked.

“Yes, that.”

Starlight Glimmer smiled at him. “Well, I know from experience that being evil doesn't mean that you can't have a good heart. Sometimes all it takes is a second chance and caring friends and you can find ways to express your passion that doesn't ultimately lead to brainwashed villages and/or accidentally rewriting the past to create alternate dystopian timelines.”

“That's... rather specific,” Thorax said.

Don't ask.” Starlight Glimmer furrowed her brow.

“Well, if there's one thing that I know is absolutely certain, it's that changelings can change.” Spike winked.

“Yep! I'm sure you'll do well,” Twilight said. “We have a train to catch, but we can still keep in touch. Please write to us if you need anything. We'd love to help.”

“Yes.” Thorax licked the air. “Yes you would.” He nodded, growing misty-eyed. “Thank you all so much. You have no idea how much this means to me.” Bunching up, they all grabbed him for a group hug. He practically glowed.


Later that evening, Thorax sat in complete silence within the large, icy cavern, with only his reflection to keep him company. There had been no noise aside from the occasional whisper of breath from the cavern, and he felt safe to drop his disguise.

Green flames flashed around him, revealing the tall and slender form of Queen Chrysalis. She stretched and cricked her neck, a common practice for working the kinks out after an extended period of transformation. A heavy chainmail cloak clinked and rattled against the icy floor. She hefted her iron garb and shook it. “Alright. The coast is clear. You can relax for a while.”

One of the metal links vanished in a puff of yellow fire. It re-emerged as a drone, who buzzed off and perched on a boulder to stretch himself. Two more links vanished in magical fire, and two more drones emerged—then four, then seven, then nine. Her armored cloak evaporated piece by piece, link by link, into a massive swarm of changelings. The icy cavern thrummed with buzzing wings, clicks and cricks, snaps and hisses. There wasn't an inch of ground that wasn't covered in black, fanged bodies with pale, blue glowing eyes.

In truth Thorax wasn't just one changeling—oh, no; he was all of the changelings.

Queen Chrysalis cackled madly and rubbed her hooves together. She loved nothing more than a plan that was about to unfold. “You ponies have no idea. You have no idea at all.