• Published 20th Jun 2014
  • 2,953 Views, 85 Comments

The Umbra Queen - Car Cloth



All is well until, one by one, the inhabitants of Ponyville begin acting… strangely. Shaken by a terrible feeling of dread, Rarity believes she may be the only one left to save everypony from the rising darkness.

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A Fallen People

Fluttershy immediately shielded herself with Rarity’s body, ducking her head down and keeping her eyes shut. She shivered in fright, not daring to look up at the swarm that was around them. Rarity held up a leg and nervously stammered, “G-get back! Back, I say! I’m, uh, a unicorn! You wouldn’t want to mess with a unicorn! I have, er, powerful magic!”

Much to Rarity’s surprise, the changelings backed away, their tails tucked between their legs. Suddenly, they began running for cover, hiding behind the glowing crystals. It was only then that Rarity noticed they were making black and green honeycomb-like structures on the floor. They were gigantic black and green hexagon vats filled with a green a honey-like substance.

“Where are the warriors!?” one of the changelings called out.

“Queen Chrysalis took them with her!” another answered.

“We’re doomed!”

“The ponies have come to crush us! Run for your lives!”

Without rhyme or reason the changelings began running wildly through the caves, panic in their every action. In their rush to escape they pushed and pulled each other in every direction, some flying through the air and crashing into others. Rarity was momentarily stunned. She had offered up her magical powers as a ruse in order to prevent them from immediately attacking, not to cause a stampede.

Fluttershy poked her head around Rarity with a questioning stare. “What’s going on?” she whispered.

“I… I don’t know,” Rarity replied, taking a step back when one of the changelings ran by.

One changeling prostrated itself on the ground in front of Rarity and groveled at her feet. “Please! Spare me! I beg of you!”

Rarity pulled her hoof away. “Darling, what are you talking about?”

“I was just following orders! Please! Have mercy!”

It was then that Rarity realized these changelings had no unicorn-style horn on their forehead… Were these some sort of other type of changeling? “Who are you?” Rarity asked.

Fluttershy stepped out from behind Rarity and looked around. “QUIET! EVERYPONY SIT DOWN! NOW!”

“F-Fluttershy!” Rarity gasped in disbelief. “What was that?”

“S-sorry… I just thought that… my training with Iron Will would come in handy here…”

Both mares turned back to the changelings. They had all stopped and were lying down, their eyes wide with fear. These weren’t like the changelings that Rarity had seen in Canterlot. They were meek and didn’t seem to possess any magical abilities, not even the ability to transform.

With the changelings quiet, Rarity held her head high and glanced down to the one at her feet. “Well? Who are you?” she repeated.

“I’m just one of the workers! Just a worker! We’re all workers!”

The changelings in the room all nodded in unison.

“You don’t… fight?” Rarity asked hesitantly. She didn’t want to give them any bright ideas.

“Of course not! The warriors fight! We’re harmless!” The edge of panic in the changeling’s voice bothered Rarity. She liked that he was telling her all the information she wanted to know, but at the same time, she didn’t enjoy his sheer terror when addressing her.

“What’re you doing here?” Rarity turned her attention to the ceiling and examined the cocoons. She could see the silhouettes of ponies…

“Harvesting the love of the ponies… turning it into royal jelly and changeling-honey…”

“W-what!? Bring them down immediately! Every last one!”

“O-of course! W-whatever you say!”

The changelings began bustling around the cave, cutting the cords of the cocoons and slowly lowering them to the ground. One by one they cut them open, spilling forth the pony and bile inside. Although they were all breathing, the ponies were unconscious as though sleeping soundly.

Rarity looked around. All of Ponyville could be in this cave… Suddenly, one lone pony stood up and began swaying back and forth on wobbly legs. It was Rainbow Dash. She took an attack stance, readying herself for the fray.

“Lemme at’em!” she weakly shouted. She sounded drunk. “You’re not takin’ me that easy!” A moment later she collapsed back to the floor. Only Rainbow Dash had the tenacity to get up after having her life forces sucked from her…

“Why are you doing this?” Fluttershy asked; a pained expression on her face as she looked out across the weak ponies.

“It’s our job to make honey for the nest!” the worker changeling earnestly admitted. “The warriors bring us the resources and then we harvest it…”

“That’s awful…”

“Please allow us to live! We’ll leave this place! We promise!”

Rarity looked at the changeling in disbelief. “So that you can go somewhere else and harvest those ponies? What will it take to get you to stop?”

The changelings in the room exchanged nervous glances. “We can’t stop. We need the love and honey to survive…”

Fluttershy was suddenly struck with empathic understanding. “You poor things…”

“Poor things?” Rarity blurted out. “They were trying to eat our friends!”

“But that’s how they live! We can’t be angry with them.” Fluttershy flew over to the worker and stood by his side. “We need to find another way, Rarity. If we send them away it’s as good as sentencing them to death.”

The changelings in the room widened their eyes with hope. Rarity took a deep breath. What was she supposed to do? She had no way to take care of them or feed them! And she doubted anyone in town would allow themselves to be hung from the ceiling and harvested upon… “I… But… Can’t you go back to your own kingdom? Don’t you have a home somewhere?”

“We have no kingdom,” the changeling stated, hanging his head. “We once had a kingdom… But that was generations ago… Now our numbers dwindle and we have but one queen… What you see here is the last of the workers. The ones that didn’t die from the trek…”

Rarity looked at the group of changelings again, this time with an analytical eye. There were hundreds here, but combined with the changelings from Ponyville, didn’t equal nearly as many as even one of the major cities in Equestria. If they really were dying out, it wouldn’t take much longer before they were finally gone…

“Is there… some other way for you to harvest love? Or feelings? Or whatever it is you eat? Must you place ponies in cocoons?”

The changeling looked up at Rarity with a sad gaze. “Once, it was the Queen’s duty to feed the workers by gaining the love of many peoples while ruling over a territory… Like the ponies here love Celestia… It was enough to sustain us… but once we were thrown from our territory we had no other choice…”

“Well, what if you had your own territory? Could you try and live peacefully then?”

“No ponies will have us… They chase us from their lands and kill us when they have the chance… We roam the roads to oblivion.”

“I know a place for you,” Rarity suddenly told them. “There is a castle in the Everfree Forest! The castle of the sister’s! You can live there! The forest is no longer covered in evil thanks to the Ruin Worms!”

Fluttershy was taken aback. “R-Rarity! That’s a great idea but… I don’t think you can give away property you don’t own…”

“Fine,” Rarity huffed. “They may have my boutique until I can find a way to convince Twilight to give them the castle. It’s a small place for this many changelings but I’m sure I can make it work.”

“Your boutique? But that’s your home… You love that place. You would just… give it to them? For free?”

Rarity fluffed her scruffy mane. “Of course. Think nothing of it. Objects can be replaced. Ponies cannot. I refuse to be a part of their suffering any longer. Had I know this was the state of the changelings when we met them in Canterlot I would have argued the same thing.”

Fluttershy turned to the changeling and asked, “Why can’t changelings absorb the love given to somepony who has passed away? Wouldn’t that be easier?”

The changeling shook his head. “Once a pony dies the connection breaks. A changeling loses all power and food from impersonating a pony who is deceased.”

“Is that why Queen Chrysalis kept us alive? Why she didn’t put us in cocoons like the rest?”

“That’s right. She wanted to impersonate Rarity… and General Ecdysis was to impersonate you, Fluttershy.”

Fluttershy frowned. Rarity had an idea. “Wait, if we help you, will you help us?”

“O-of course.”

“Tell me how the changelings control other ponies. How did they control Sombra and Discord?”

“The warriors can place ponies under a trance once they’ve consumed enough love… General Ecdysis used his trance to control Discord but… no matter how hard Queen Chrysalis tried she could only place Sombra under a partial trance… Discord will obey nearly every order given, even attacking those he cares for, but Sombra only obeys some of the time… Sometimes he does things and then the next day he wouldn't.”

Rarity looked away. Sombra… “Why can’t she control Sombra?”

The changeling shook his head.

“How do we break them out of the trance?”

“Love from the true pony,” the changeling replied. “But in Sombra’s case… he has nearly broken out on his own… Queen Chrysalis once ordered him to attack Ponyville because she thought she had enough power to take it without the need for any more subterfuge… But he lashed back and refused, almost dropping her control. Everyday her hold gets stronger but he has been a stubborn victim.”

This information fascinated Rarity. Maybe… maybe Sombra knew deep down inside that Queen Chrysalis was a fake… Before she could ask any further questions, the cave was filled with the echoes of hoofsteps. The changelings froze on place, another wave of fear washing over them.

“It’s okay,” Fluttershy tried to calm them. “Stay calm! I’m sure everything will be fine!”

Rarity prepared herself for the worst. What if it was a wave of changeling warriors? She and Fluttershy weren’t the best of fighters… they would need some sort of plan in order to defend themselves.

Entering the cave from the far side was none other than Spike. Rarity sighed in relief. Thank Celestia! She ran for the other side of the cave but stopped when she saw Sweetie Belle and a changeling warrior. “Sweetie Belle! Stand back! It’s right behind you!” In a fit of sisterly love, Rarity used her magic to blast at the changeling.

Spike instinctively pushed the changeling out of the way, protecting him from harm. “Wait, Rarity! He’s with us! He’s a traitor changeling!”

The changeling turned his head slowly to face the dragon and glared. “Really? That was how you introduced me? The traitor changeling?”

Sweetie Belle ignored their childish bickering and ran for Rarity. “Sister! It’s really you!”

“Sweetie Belle! I missed you so much!”

The two embraced in a hug and the changelings in the room began licking their lips.

Rarity looked around, suddenly in a panic. “Where are Ebony and Obsidian!? Are they okay? Why aren’t they with you!?”

“It’s okay, Rarity! Twilight is protecting them with her magic! Everything is fine! How are-” Sweetie Belle suddenly saw the contents of the cave and gasped in horror. “What… what happened to everypony!?”

Rarity turned around and looked over the mass of unconscious ponies. “They’ll be okay.” I hope.