• Published 15th Jul 2014
  • 1,533 Views, 106 Comments

Manehattan Madness - Ardashir

It's the Manehattan Spring Fashion Show! And for the first time ever Carousel Boutique wlll be there. Rarity and her models: Applejack and Fluttershy and a Changeling Queen searching for lost changelings -- who do NOT want to be found

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The Third Night: Trouble at Midnight Castle

Chapter 7
The Third Night:
Trouble at Midnight Castle

“I think I can promise you all,” Fancy Pants said to the four splendidly-dressed mares sharing the carriage with him, “a night you’ll never forget.”

Rarity smiled but grimaced inwardly. She remember hearing words like that the night of the Grand Galloping Gala. That night had indeed been unforgettable, in ways she wished she could forget. A glance around the inside the opulent carriage showed her friends must remember that night as well. Applejack looked over at Flutteshy, who fidgeted on the plum-colored velvet seat cushion.

She hoped Fancy and Fleur didn’t catch it and think they were being ungrateful.

And Yellow Jacket? She looked out the windows, her golden eyes trying to take in Bridleway as they rolled along, from the gas street lamps to the glowgem signs to the magically-generated illusions. Light glittered off the chrome of the theater signs and shone over the crowds assembled outside the approaching Hippodrome Theater, one of the oldest in the city.

The two liveried earth-pony chauffeurs pulled the carriage into the knot of cabs and carriages before the theater; even from inside Rarity could hear the excitement from the milling herd as they waited to see one of Equestria’s oldest and most popular stories. She shared in it – she would be seeing the show along with one of the best-known nobles in Equestria, sharing it with her friends, and then they would be talking to the star herself afterwards!

That thought made her look up at the poster hanging above the entrance. Audra von Adler gazed down from it, dressed rather more impressively than in the play itself, her gaze almost hooded as she looked over her beak. Rarity wondered how many of the young stallions outside were coming as much to see Audra and some of her mare co-stars as for the story itself. She wished she could have brought Sweetie Belle here to see this. Her hoof brushed a crude necklace where a roughly-set piece of barely worked amethyst showed at her throat.

At that moment she felt something like a feather-light touch against her, her self was the only way to put it. She looked over and saw Yellow Jacket smiling at her, looking sated. Rarity smiled back and turned to look back out the windows, fighting down a shudder. Not a pony, something that looks like one…

“It is a shame your little sister isn’t here to see this, isn’t it?”

“What?” Rarity looked at Fancy in surprise. He smiled at her as Fleur nuzzled him. Applejack and Fluttershy both looked away from their own window at her, curious. From the corner of her eye she caught what she could only call pleased wariness on Yellow Jacket’s face. Then Rarity smiled. “Oh, let me guess, you noticed me watching the play and then touching this,” she tapped the necklace, “and the, I suppose I can say wistful look on my face?”

“Indeed.” Fancy’s smile turned a trifle more genuine. “Always a pleasure to deal with somepony who doesn’t just see but perceives what is before them, and who notices the details. First, that necklace doesn’t match your other jewelry at all…” Before he could say more Fleur spoke.

“Yes, dear.” She ruffled his mane gently with her hoof. “But please do remember that we don’t need a running commentary all through the play on just where the actors came from or what troubles may be brewing backstage. Besides, we’re here.”

He looked comically wounded as the carriage came to a halt against the curb, directly before the entrance marquee. The liveried Diamond Dog dismounted and opened the door.

“Lord Fancy Pants? We’re here, sir.” His voice was Diamond Dog, rough and growling, but his accent was that of a Canterlot butler. The Diamond Dog – what was his name, Asta? – stood outside, somehow shaggy and immaculate at the same time as he said, “I must add sir, that despite my worries of arriving late we made good time, even with these fellows.” Rarity heard tired snorts from the carriage ponies, but they held their heads high.

“Lord Fancy, Lady Fleur,” Asta said as he unfolded a small ramp to aid them in getting out. After they left, he said to the others in that rough growling voice, “Countesses Lippizan, Appleloosa, Caspian, Lady Yellow Jacket,” as Rarity got out, her horn glowing like Luna’s moon as she lifted her royal purple and cream dress clear of the street, followed by Fluttershy in the ebon cape-dress and long-plumed hat she’d worn to that first Photo Finish shoot and Applejack in a reworked version – hat and all – of the dress she’d worn so long ago for that catastrophic Gala. Yellow Jacket got out last in a black-and-gold saddle-and-cape that matched her coat and mane. The Diamond Dog looked at Fancy Pants, saying, “Shall I and the local help await you and Lady Fleur here, sir?”

Rarity glanced beyond him and saw several other carts stacked up along the street sans crews, most of them smaller than the one they’d arrived in. One or two of them had liveried ponies with them, striving not to look hungry.

“No, Asta, that’s all right,” Fancy said. His horn glowed and a few shining bits floated from his cash purse into Asta’s massive paw-hand. Another pair floated over to the carriage ponies, who took them with their teeth. “We should be several hours. You and Long Haul and Proud Step can go and get something to eat and drink.” He indicated the nearest corner. “I’ve been here before, there’s a place for drivers and carriage crews around that corner. You can get some warm food and cider there.”

“Certainly, sir. Thank you, sir,” Asta rumbled. He turned and began to help the two earth ponies out of their harness. As he did Rarity’s own horn glowed and she magicked a few of her own bits over. He looked at her, curiosity filling his dark eyes.

“Oh, and here,” she said, “give these to those ponies there. They deserve to have dinner while they wait as well.” He nodded and stalked over to them as Rarity turned back to see Fancy and the rest already entering the theater.

Let this be a peaceful night, Rarity thought as she passed from the cool dark of Bridleway into the atrium of the Hippodrome with its golden chandeliers and subdued roar of a hundred eager conversations and the heat of the assembled ponies and griffins and even a minotaur here and there rushing against her. I really think we deserve one for once.

# # #

Good feeding ground, Yellow Jacket thought as she looked around, “grazing” on the anticipation and excitement of the milling herd. Where are the other Changelings?

Yellow Jacket looked around and over the crowd about her, alert for any scent or empathic signature of Changeling. She saw much the same sort of crowd one could see at a large event in Canterlot, though here earth ponies predominated as compared to the unicorn-heavy herds of the capital. But that aside it was much the same, fine clothes and dresses, gorgeously trimmed saddles and manicured hooves thudding softly against the carpeted floor. Even the sense of expectation was much the same, though here it wasn’t aimed at the Princesses.

Yellow Jacket caught hints of it as she trotted through the crowd along with Rarity, Fancy and Fleur, and the rest. They followed a smartly-dressed usher as he lead them to the stairs that would take them to their, or rather Fancy Pants’, usual reserved box seat.

“The show of the year, the Times said, and Audra von Adler is amazing…”

“Been saving for weeks to see this! Er, don’t tell my date though, she still thinks I’m from some new merchant noble family…”

“Seen it three times, and I tell you, the applause almost brings the roof down...!”

“Yellow Jacket! Hey, psst!” Applejack stepped up next to her and said in that accent of hers, the Manehattan one, “My dear, let’s hurry and find our seats, shall we?” She indicated the refreshment stand. “Unless you’re hungry and want to partake…” Her jaws shut with an audible click as she remembered just what Yellow Jacket ate.

She smiled at the look that crossed the palomino’s face.

“Don’t worry, ‘dear’,” Yellow Jacket whispered to her, “I won’t be eating anypony.” A faint whiff of something registered to her sense as they passed an almost-hidden door made to look like part of the carved wooden walls. She stiffened, only to relax as she realized the scent to be only a trace, and over a year old. But I’m right, Changelings have come here in the past.

“What, is something wrong with that door?” Applejack said as they passed it. “Don’t let it worry ya, I mean,” she quickly added at a hard look from Rarity as she trotted before them both, “It’s so the staff and sometimes the performers can move freely through the theater with nopony noticing. Dear Aunt and Uncle Orange explained that to me when we visited here years ago.”

Yellow Jacket nodded but still eyed it as they passed by. It reminded her of Hive Vespid’s old tunnels beneath Canterlot, with adits emerging all over the capital. Even a couple in Old Town near the Castle, going up into the basements of the Canterlot Opera House. A Changeling could easily use those to hide a quick shapeshift, or to find their way back after loading up on emotions for the Hive.

By now they were making their way up to the box. Yellow Jacket could feel a ghostly emotional residue from who knew how many generations of ponies emanating from the walls, excitement and fear and joy and tears. She wondered how long this place had stood and asked Applejack beside her.

“Ya got,” she coughed, shook her head. “I mean, I’m not sure. The history of the theater isn’t my strong suit.” Rarity looked back as they spoke, with Fancy and Fleur passing through a curtain before them.

“Oh, I read about this years ago when I was attending finishing school,” she said. “It’s the oldest in the city, as old as the Canterlot Opera House, and like the Opera it’s been rebuilt and expanded again and again.”

Applejack smiled while Yellow Jacket nodded for her to continue. “Stories about secret tunnels, sealed-off basements, ponies getting lost in haunted passages beneath the Hippodrome, if you want to believe them.” Rarity hurried inside after Fancy and Fleur.

“Really?” Yellow Jacket looked around the hall. She remembered that minotaur’s maze of passages beneath the Canterlot Opera, and how in better days her Hive used them both to feed and to make their way Topside in secret, hidden among the herds of ponies using the building. And if her sense of direction was playing her true, she should be standing right above those Hive tunnels from last night?

“Oh, Miss Yellow Jacket, are you alright? I mean,” Fluttershy blushed and half hid behind her long mane as Yellow Jacket frowned, “Not that I want anything to be wrong, and…” Her voice trailed off as she looked at her silk-shod hooves. Yellow Jacket gave an annoyed snort. Fluttershy looked like she wanted to sneak away, embarrassment and fear rolling off her like a choking cloud. Applejack went to her friend and spoke low and soft to her, comforting the little yellow pegasus. Her fear decreased, a little.

Yellow Jacket wondered how this painfully shy mare ever found the nerve to stand before the crowds at Dressage Hall, and wondered why her friends put up with her. The changeling queen fought down her irritation and reminded herself to tell Rarity about her friend’s increasing worry and stress before something went wrong.

Past her and Applejack she saw the usher slip past, heading for another one of those half-hidden doors. As it opened and went inside she froze at the sudden smell. One subtle enough to be missed by ponies, but to a Changeling?

“Say, Yellow Jacket?” Applejack stepped up alongside her and whispered in her normal speech patterns, “Hey, bug lady, y’all okay there? Yer lookin’ a little spooked.” Fluttershy raised her head at those words, and Yellow Jacket felt concern from her, warm and real. She looked over at the door as it closed behind the usher. Meanwhile Applejack said, “Them stories r’ just scare stories for foals, ya can’t really get lost forever in here…”

“It’s not that,” Yellow Jacket said as she took a step towards the door and the passage beyond. She wheeled on them both. “Look, ah, I may have to miss the opening. I think I need to use the little filly’s room.” She hurried back down the hall towards the stairs. “Give my apologies to Fancy and Fleur and Rarity. Don’t worry, I’ll be back!” Before they could say anything she hurried off, rounded the corner, and waited silently there until she heard them passing the curtain that lead into Fancy’s box. She looked around, “felt” with her empathic senses.

Nopony nearby. Good.

She slipped through the hidden door into the service passage beyond, shucking off the capelet – she’d chosen it for easy removal – and stashing it among a stack of cleaning supplies. Golden fire flashed and an elegant unicorn became a bay earth pony mare with choppy olive mane and tail.

She’d smelled a Changeling’s scent, a fresh Changeling scent, and she was going to hunt it down and find out just where her folk could be found in this place. And if a Hive still lived here.

No matter what.

# # #

“Dears, just where were you?” Rarity hissed to her friends as they returned to the box seat, Fancy and Fleur sat at the left, leaving the center and right-flank seats to Rarity and her friends. Below their box, the musicians in the orchestra pit struck up the traditional five-note opening to “Dream Valley” while the lights dimmed and the audience’s whickers and whinnies faded.
Rarity looked past the palomino and pegasus. “And where is Yellow Jacket? She’ll miss the opening scene!”

“Well,” Applejack said, rubbing along her mane as she slipped in beside the unicorn, “she said she needed to take care of something. She’ll be back.” Fluttershy slipped in beside her and removed her hat, the plumes rustling.

“Well, I hope so,” Rarity sniffed. “It would be a shame to miss the show; to say nothing of insulting our host…”

She fell silent as the curtain and music both rose, revealing a backdrop of a lovely sunlit valley. Amid foreground scenery, several mares wearing nothing more than bows on their tails romped with the innocence of foals. Rarity saw smiles go across the faces of her friends as they saw two earth ponies in particular, a clumsy palomino with a bunch of seven apples for her cutie mark, and a shy pink-maned champagne with three flowers marking her flank. The next moment the smile froze on Applejack’s face as the palomino onstage greedily eyed some apples, made for them, and tripped over her own hooves. Her friends laughed, as did the audience, as the five repeating notes of “Dream Valley” segued into the first musical number.

Who’s a silly pony?

You’re a silly pony!

Who is? You is!


Beside Rarity, Applejack pulled her Gala hat – a decorated twin of her usual Stetson – down over her face. The unicorn patted her friend on the hoof. Applejack gave her a wistful smile.

“Ma, I mean my mother, used to sing that song to me when I was just a foal,” she whispered, sounding sad. “She told me she loved it and the story so much, she named me after it.” Then the wistfulness gave way to a whicker of amusement. “Granny Smith told me she wanted to name Big Mac either Scorpan or Spike, but Granny and Pa put their hooves down on that.”

Running into gates

And knocking over fences –

Who is? You is!


AJ fell silent as more ponies appeared in the spotlights, including a unicorn resembling her friend Twilight’s mother and a pink pegasus with Rainbow Dash’s attitude. As the recolored Twi and Dash engaged in some dialogue, the seven-appled Applejack played the comedy relief behind them, tripping over another bushel of apples she tried to snitch a bite from. Whickers of laughter rippled through the audience, to be replaced with gasps as thunder rolled and monstrous stratodons dove from above to attack. They looked real enough to elicit a gulp from Fluttershy. Rarity wondered if they’d somehow gotten real dragons for these roles or if they went with the usual illusions and magically disguised griffins or pegasi.

Wonderful so far, Rarity thought before she looked around, annoyed. But where is Yellow Jacket? She’s missing everything!

# # #

Yellow Jacket shivered as she felt the excitement and fear of the audience along with the sound of their whinnies through the intervening walls. The sound rose and surged outside like storm winds. She ignored it and kept searching. She felt that Changeling around here somewhere. She would find them and make sure they understood that they – and hopefully the others with them – didn’t need to hide any more, they could return to Canterlot with her and…

“And what are you doing here?”

Yellow Jacket snarled at herself as she realized just how distracted she’d become. She’d walked right out into the backstage area, where they were getting the next scene ready – some storybook version of an evil sorcerer’s castle, with backdrop and flats of dark stone walls and a gloomy throne atop a dais. Seated astride that throne and looking down at her in amusement was a great dark minotaur with immense horns, costumed and masked in red. Slightly further away four ponies, one of them looking like Applejack, hurried to their marks before the minotaur’s throne, fake shackles shining on their legs. Through the curtain came panicked whinnies amid hoofbeats and savage roars.

And looking at her in rather less amusement, a roan mare with a short-cut brown mane and tail in a beret and ascot over a blouse. Yellow Jacket felt her glare through the dark glasses covering her eyes.

“I asked you,” she snapped in a voice as chilly as Prim Hemline’s, “What are you doing here?”

“Oh, sorry,” she said. “I, ah, I’m new here, this is my first night.” She dropped her gaze, put on a persona of 'new and shy employee'. She was about to apologize and then leave but the mare stepped forward with a snort. On her blouse Yellow Jacket saw a small badge reading Stage Left and under that, Assistant Director.

“Well, you’re not supposed to be back here,” she said. Her eyes narrowed. “Or are you? Sidestep is out sick, due to trying to keep up with somepony last night.” She aimed a glare at the minotaur, who grinned beneath his crimson half-mask before returning a stern and merciless look to his face. Turning back to Yellow Jacket, Stage Left snapped “You his replacement?”

“Huh? Oh, yes,” Yellow Jacket said. The soup of warring emotions from both audience and cast, with pride and worry dominating back here, left her unable to get a real fix on anypony not standing right by her. Past Stage Left she could see a few more odd creatures hurrying up, greenish scales on the exposed parts of their faces and bodies and nasty-looking spiked barding covering the rest. She had no idea what this mare was talking about, so she said, “I’m her replacement for the night, so I’ll be going now and…”

She whinnied in shock as Stage Left snatched up a battered looking horned helmet and slammed it down over her head.

“Go? Now? If you’re replacing Sidestep then you’re a guard! You’re on in two minutes!” She whistled at two of the stagehooves, who hurried Yellow Jacket into another set of barding.

“You were supposed to be here at least two hours ago!” Stage Left went on. “What’s the matter with that agency, best show in Manehattan and they treat us like some high school performance, they’re gonna get such a letter from me… Where’s Pierce at?”

An azure unicorn hurried over as she spoke. His horn glowed cyan and Yellow Jacket felt an illusion spell against her chitin-turned-coat. She looked at herself to see green scales and wondered if she dared shapeshift while under the spell’s cover. Even as she wondered Pierce floated up a makeup kit and quickly applied a thick coat of some green greasepaint to her face, a focus for the illusion to help maintain it.

Yellow Jacket gagged. The stuff reeked to high heaven. She couldn’t smell Changeling – or anything else!

“Stop complaining and stand still!” Stage Left snorted as she pointed her hoof off to the side. “Just stand there, hold a spear, and look mean, if you know how!” Stage Left looked ready to say more, but the inner curtain began to rise. Stagehooves galloped, swapping foliage and a basket of apples for stone-and-spiked-iron foreground scenery. “Places, everypony!”

Wondering why the Tartarus she was doing this, Yellow Jacket hurried to the side of her fellow “guards”, spear in hoof, aimed a murderous look at Stage Left where she stood out of the audience’s line of sight, and stood perfectly still as the outer curtain rose on an auditorium filled with excited ponies.

Spotlights shone down on them, sickly green on her and the other guards, highlighting the color of their makeup and the illusions, and crimson on the mighty Tirek on the throne.

And somewhere in the backstage chaos, one other Changeling.

# # #

“Nice play so far,” Applejack said as the curtain rose on Midnight Castle for the second act. So far they’d seen the first few ponies be snatched away by Tirek’s monsters and the pink pegasus Firefly volunteer to bring help from “a far and distant land” – the pegasus version of the story. “They coulda shown how it really happened, though, and sent one of the earth ponies to gallop out past the edge of the world to bring Megan.” She fell silent as Rarity set her program across her lips.

“Dear, please, let us not go through all of that again!” She turned and looked at the stage, now made to resemble a dark and fearsome castle. Too much like the Castle of the Sisters where they’d faced down Nightmare Moon over two years ago. AJ shifted uneasily in her seat. Fluttershy shivered. Judging by the audience’s hushed reaction, they felt impressed too. Rarity alone seemed unaffected.

“Oh, dear,” she murmured. “Those guards look barely convincing. The illusions disguising them could have been better done. Especially on that one off to the side; see how she keeps rubbing at her nose? And if only Yellow Jacket were here,” Rarity said. “I don’t understand how she could be so ungrateful!”

She fell silent as the minotaur Tirek began to speak, his voice a rumbling bellow that would have impressed Princess Luna.

# # #

Yellow Jacket fought to keep her muzzle from twitching. Now only did that makeup stink, but it itched. She wondered how her fellow “guards” kept from reacting to it as “Tirek” gave a fearsome bellowing speech to his underling, a pegasus costumed as a rat-faced and bat-winged creature, before unleashing his “Rainbow of Darkness” on “Applejack” and the other ponies, turning them into hideous monsters.

Judging by the excitement from the audience, drowning out all the other emotions she could have traced, it looked truly impressive to them. Yellow Jacket kept her own eyes on the spell-casting unicorn Pierce, who coordinated the illusions of both the rainbow and the transformations with another three unicorns. She smirked to herself to think that if she could ever get some Changelings onto the stage, they could have done something even more impressive.

“Hsst!” The guard beside her leaned over very slightly and hissed, “No smiling. We’re the bad guy mooks, remember?” Past him offstage, Stage Left gave her a her a nasty glare. Yellow Jacket wiped the smile from her face and tried to look stern. The scene went on a bit longer, with Tirek proclaiming that he would not stop transforming ponies until he had enough to bring about the night that would never end, eliciting a few boos from the younger ponies in the audience as the curtain lowered. By the way his voice seemed to fill the gigantic theater, Yellow Jacket wondered if he’d been cast as much for his lung power as anything else. As soon as the curtain closed off the view of the audience everypony burst into action, raising the castle backdrops and flats for a set more suited to a farmhouse.

“Okay!” Stage Left said as she hurried back onto the stage. “Now everyone get ready for the next scene! Make sure that Audra and Firefly are in place.” She cast her eyes towards the ceiling as she did. Yellow Jacket looked and saw dim figures on platforms set above for the use of winged performers. On one she glimpsed a bright pink-coated pegasus and a reddish griffin, the latter dressed like what somepony thought farmers should look like.

Actors and stagehooves hurried to their places. Yellow Jacket began shrugging out of her armor, hoping she could get somewhere to wipe this junk off of her face. She stopped as Stage Left wheeled on her. “And you, you amateur,” she snorted, “What is the matter with you? I saw you grinning like a fool during the scene; what do you think this is, some foal’s production? If we weren’t so short-hooved, I’d throw you out and…” She broke off as “Tirek” came over.

“Aw, cut her a break, Stage,” the costumed minotaur rumbled like a friendly thunderstorm. “She’s just new at it, ain’t ya?”

Yellow Jacket looked up at his immense height and nodded. Anything provided she got out of here and got back to searching for that Changeling! The minotaur nodded.

“See? What did I tell ya?” He gave Yellow Jacket a resounding slap on the back. She staggered and grinned weakly, wondering if her carapace might be cracked. “She’s just a little green. Or maybe a lot right now, heh.”

Stage Left just sniffed. “Whatever, if she can’t handle her end of it, then we don’t need her here. Un-der-stood?” She directed the last comment at Yellow Jacket. The Changeling Queen bit down on a desire to take her true form and snarl right into the mare’s face. Instead she nodded. The roan turned away and said, “Okay, guards out of uniform and back to makeup, we need you for the sea ponies scene…” Somepony asked a question and she snapped back “No, not into the storage tunnels below the stage! You’d get lost down there with it, and we need those sets more than we do you!”

As she spoke, stagehooves pulled the line of background extras offstage, stripping off their barding as they went. Hanging back, Yellow Jacket saw an opening and slipped away into the backstage maze of curtains and stage gear.

Alone between two piles of sets, she shucked off the spiky bits and flashed through another shapeshift, this time into a stagehoof, the nondescript grey stallion form she used when blending into a herd. The shapeshift should have dispelled that FX unicorn’s illusion, but she checked to make sure. Grabbing a random cloth, she made sure the makeup was gone. She sniffed. No good. Her nose still felt blocked up. Then slipping away like “he” belonged there, the Changeling Queen joined the team of ponies hauling stage gear away and into the back. Once there, she’d duck down into the tunnels beneath the theater and hopefully find her changeling.

She aimed a glare back at Stage Left. And you better hope you don’t run into me again! Harridan!

# # #

“Okay, everything ready?” Stage Left looked up at the greenroom platform where Audra and “Firefly” were in position; the assistant stage-manager on the platform with them gave her the “ready” signal with a forehoof. Thanking the Princesses that at least they were pros, the director turned back to her section of the stage. Actors accounted for? Everypony on marks? Curtain in ten… nine… eight…

As Stage Left hurried offstage, something caught her eye between two stacks of sets.

Wait! What’s that?

She checked between the two stacks of sets. A discarded guard’s costume, some wrapping cloths smeared with green greasepaint, and hoofprints leading off towards the ramps to the storage basements.

She stalked off into it, ears down and snorting in fury.

“That does it! She’s in more trouble than she can imagine now!”

Behind her, Audra’s voice came from the stage, griffin lungpower projecting to the far reaches of the audience.

“So this is Dream Valley? I thought you told me it was besieged by monsters…”

# # #

“Begging pardon, Miss Rarity, but just where is your friend Miss Yellow Jacket?” Fancy Pants added in a politely concerned voice, “Perhaps we should try finding her?”

“Oh! No, no, I’m sure she’s fine. Probably just got a little lost, the silly dear.” She looked back at the stage, where a red griffin costumed as a farmpony began to speak, expertly directing all attention to herself,

At least she’d better be!

# # #

Yellow Jacket gave the other stagehooves the slip about three storerooms in. Ditching her share of stage gear, she started searching the dungeon maze beneath the Hippodrome.

Dark and dank, a forest of stone pillars and overhead vaults with only the occasional dim glowgem casting shadows into the darkness. And stacks of old props, suits of half-broken barding and weapons, crates spilling over with costumes and props from forgotten shows, even a moldering poster against some rear wall of some blue unicorn mare in silly hat and cape.

Room after room, pillar after pillar, moving slowly to give the other Changeling time to sense her and follow. Once she thought she heard somepony following her, but the hoofbeats stopped when she did.

Two levels down, she found the first hidden adit, a Changeling-dug tunnel that had to lead down to the dead Hive chambers from last night. Just like Ours into the Opera House.

An unused adit, an empty tunnel, a vague scent, none of the empathic feed of a living Hive. Only one changeling. In the tunnels of a theater over a dead Hive. What, then? A straggler? An orphan, hiding?

She smiled as a thought hit her. If so there would be an easy way to make sure the strayling knew of her. Just take her true form on and put out the empathic and pheromone surge of a Hive Queen calling her Hive to her. If that noise she’d heard before was the Changeling, this whole task could be done in moments.

She frowned as she looked around the sub-basement, occasional glowgems penetrating the ghostly darkness. The flow of scents from above told her air was flowing, but even so it’d be hours before the smell permeated the theater. Would the lost Changeling be able to follow it to her?

She shivered as another thought struck her. Or is this one a scout for another Hive or Swarm, like Chrysalis’? The Princesses told me she’d been driven off by that magic blast; they never found her body, despite all those scouting expeditions. If she was killed. All Changeling Queens descended from one Discord-cursed Alicorn Minor, and had the toughness of an Alicorn Minor. That magic blast was fueled by an Alicorn Minor, not an Alicorn Major. And Chrysalis had been powered-up to a level where she could duel an Alicorn Major, the Sun Princess herself. So she was probably still alive, somewhere in the Wastelands.

And I doubt she’d be willing to give up on a prize like Equestria so lightly. And if this one is, do I dare announce my presence? In Secrecy lies Safety…

But if the surge is strong enough it can overwhelm their loyalty… I’m here and Chrysalis isn’t, and I can get them back to Canterlot and my Hive until they ‘convert’ completely and molt into our carapace colors. And an orphan or straggler will come right to me!

If I’m right. If.

She sighed.

Only one way to find out.

She walked to the center of the room, planted her hooves firmly, and took a deep breath as she began to take her true form. Judging by the whickers of laughter above the play was in one of it lighter scenes.

Golden flame consumed her and she stood in the center of the darkened room, a Hive Queen in full glory. She put all her strength into a full surge, almost tasting her own scent as it filled the room and the emotional call to any changeling within reach: A Hive Queen is here! Come and present yourself to Her!

Okay, she thought as she looked around. Any reaction?

A burst of raw terror hit her from behind along with a wild scream.

# # #

Onstage, a griffin and several ponies costumed with illusory fish tails “swam” in mid-air before a shimmering underwater backdrop, held aloft by wires and offstage unicorn spellcasters.

Call upon the Sea Ponies when you’re in distress!

Helpful as can be ponies – simply signal S-O-S!

When you find you’re past the drift –

“Blast it, where is that Ch-mare?” Rarity quickly covered. Thankfully nopony seemed to have noticed her gaffe. “She’s missing everything and…”

With a shriek a mare dressed in the attire of a stage director charged across the blue and green-lit stage, beneath a stunned Audra/Megan and the actresses portraying the Sea Ponies; both actors and orchestra froze in mid-song.

“MONSTERS!” The screaming roan raced through the scene, ears down and eyes rolling wildly. “MONSTERS IN THE THEATER!” She vanished offstage, and shocked whinnies and neighs rose. The actors onstage resumed the scene right where they paused.

– and haven’t got an oar

Call upon the Sea Ponies! They’ll get you to shore!

Shoo-bee-doo! Shoop-shoo-be-doo!

“Huh,” Applejack’s normal voice sounded beside Rarity. “Ah guess ah wasn’t the only pony that ever found them sea ponies an’ their singing ta be almighty creepy.”

Rarity just facehoofed with a groan.

# # #

Backstage, Stage Left was taken away between two stagehooves, shivering in fear and muttering about some horrible burning dead-looking monster in the chambers beneath the stage.

Asterion, still costumed as Tirek, looked at “Twilight” and grinned below his crimson half-mask.

“Guess somepony saw one of the theater ghosts,” he said with a chuckle like rocks rolling together. “You said that was good luck here, right? It is for me, anyway.”

“Twilight” just rolled her eyes with a sigh.

“Fine,” she grumbled. “She cracked up, just like you said. You’ll get your bits after the show.”

# # #

In the hidden service passage, a bay earth pony mare with a choppy olive mane pulled the black-and-gold capelet from amid the cleaning supplies and levitated it on like a unicorn. A flash of golden fire and she was Yellow Jacket again. A quick empathic check of the corridor beyond, and she slipped through the hidden door and headed for the stairs to the box seats.

The door to Fancy Pants’ box opened and the statuesque golden unicorn stepped in. The ponies within kept their attention fixed on the stage – except for Rarity, who gave her a furious look.

“So,” she whispered as she sat beside Rarity, “did I miss anything?”

“Not much,” Applejack whispered. “Just two-thirds of the show.”

“Not for lack of trying!” Rarity hissed, “Now sit down and be quiet! Ponies who talk during a performance go to the special layer of Tartarus!”

The stage was red-lit and those stone-wall flats for the castle were back down again. Tirek, his face half-covered by that red metal mask she’d seen him sporting before, held a bag in his massive hands as he called forth the draconic monsters that had once been ponies. An illusory blast of black erupted from the bag, arched over the stage in a rainbow of darkness, like the reverse of the Elements of Harmony. Kettledrums and clashing cymbals sounded from the orchestra pit as Tirek bellowed over their music:

“NOW MY POWER IS COMPLETE! NOW BEGINS THE NIGHT THAT WILL LAST FOREVER!” All through the audience, ponies shivered with that combination of fear and excitement Yellow Jacket remembered tasting from more than one audience back in Canterlot theaters. Except for Fluttershy beside her, who all but oozed fear.

"I''m sorry," she whispered, "But I remember Nightmare Moon saying the exact same --" She fell silent as Rarity shushed her.

The crimson-and-ebon minotaur leapt down from his throne-dais before Megan and the remaining ponies, landing so heavily Yellow Jacket wondered that the stage didn’t collapse beneath him. On the other side of Rarity Applejack began to grumble.

“That ain’t, I mean, this is not how it’s done in the original story...”

Rarity gave her a look that could have frozen a fire.

“My dear,” Fancy Pants whispered to the palomino, “allowances must be made for the stage.” Yellow Jacket smiled to see Applejack scowl as Fancy Pants added, “If they ever staged a play about your adventures, do you think they could show everything that happened in an hour or less?”

Onstage, that russet she-griffin playing Megan, that Audra something or other, held out a golden medallion towards Tirek, focusing everypony’s attention to herself without completely overwhelming the others onstage.

“We have magic of our own, Tirek!” She called as the massive minotaur sneered at her. Whinnies of delight and glee came from the audience as a rainbow of impossible brilliance came from it, like the Elements of Harmony joined together.

Rarity nudged Applejack and whispered “That’s why everypony assumes Megan had to be an alicorn.”

The two rainbows collided overhead, blasting sparks into the audience, then Megan’s Rainbow of Light inched down Tirek’s Rainbow of Darkness, until with a final push it overwhelmed its dark twin and enveloped Tirek.

The villain shrieked his last as it overwhelmed him, blasting him out of existence and restoring his servants and the castle to their former purified natures. Judging by the overjoyed excitement and shouts from the three mares with her, Yellow Jacket supposed that the Ponyville trio really enjoyed it.

“Oooh!’ Fluttershy bounced, fluttering her wings. “Did you see that, girls? That illusion was amazing – it looked just like when the Elements defeated Nightmare Moon! And Discord!” Her friends just nodded. They kept their eyes on the stage for the final act, where Megan departed for her distant homeland.

“Sure did, sugarcube,” Applejack said. The joy radiating from them warmed Yellow Jacket like her Hive on a cold winter day. “Somepony’s been payin’ attention!”

The golden “unicorn” waited through the final act and the curtain call; watching the crowd clap hooves against floor and neigh as the performers took their bows, pegasi hovering in mid-air behind and above the others. More pegasi flapped above the rest of the audience, cheering. Amid the hoofquake, Yellow Jacket scanned the herd below, “listening” with her empathic sense. Nothing.
Too much “noise” from all the ponies.

“Is something wrong, Yellow Jacket?”

“What?” She started and looked into Fleur’s eyes. Delight mingled with concern in her emotional aura. Fancy and the three mares were already heading down the hallway to the stairs. “Oh, nothing, Fleur, nothing at all,” she said. “I suppose I must have thought about the show tomorrow. I suppose most of the other models will be getting their rest. Like Photo Finish’s?”

“Not if I remember her,” Fleur said with a rueful smile. “She’ll have had them out at every nightspot she can to show off her ‘deescoveries’. The other Houses won’t be far behind; Hoity Toity will be holding court in the Rainboom Room, lecturing all present about every flaw in the designs and presentations.” She shook her head. “I remember what it was like. By the last day we’d be on our hooves constantly, grabbing meals out of feedbags, with maybe enough time for a nap standing up so we didn’t collapse. Something else I don’t miss any more.” She indicated the hall and said in a voice that barely hid the amusement and affection she felt, “Better go and find the others before my dear husband bores them to tears with a lecture on the history of the Hippodrome or the like, or tries to tell them which neighborhood of Taurtessos that actor Asterion came from originally.” Yellow Jacket’s confusion must have been obvious, for Fleur said, “Oh, didn’t you notice? That crimson metal half-mask Asterion, I mean ‘Tirek’ wore? In minotaur theater tradition, actors always wear masks onstage, so… Ahh!” She shook her head, pink-tinged mane flying. “Now he’s got me doing it!”

Ducking her head to hide her smile, Yellow Jacket followed Fleur into the hall.

# # #

It took only a few moments for their small herd to get to the doors leading backstage. The stagehooves standing guard looked at them warily. A pair of stallions bearing bouquets of flowers passed them on the way out, giving each other dirty looks. Yellow Jacket hid her smile at the feel of their thwarted desire to see Audra. Fancy nodded at them and passed his and Rarity’s calling cards over, softly aglow in the light of his magic.

“Good sirs, we are expected by Miss von Adler. If you would be so kind?” One of the ponies, a large blue-coated and maned stallion who looked to be ex-Manehattan constabulary by the short-cut mane and tail, checked them against a list he bore hanging around his neck on a clipboard. His wariness almost immediately changed to respect.

“Lady Lipizzan, Lord Fancy Pants,” he said, bowing his head towards them almost theatrically, “please do come inside, and these others with you.” He returned their cards, opened the door and stood aside.

“Thank you,” Yellow Jacket said as she passed him. His look at her changed from respectful to surprise as she added, “And you were a wonderful guard tonight.”

“Ah,” Fancy said as the door closed behind them, “you noticed, then?” Yellow Jacket felt the small burst of amused irritation from Fleur as he added, “The trace of green makeup on his cheeks, his mane slightly matted from having a helmet pressed down on it, and the smell of sweat mixed with rubber stage barding?”

“Huh? Oh, yes,” Yellow Jacket said, looking around backstage for the second time that night. It felt and sounded rather different now, the pride of the cast and crew, talent and craft, mingling with the tired conversations she heard. “I noticed most of that.” Well, that and I picked up his emotional ‘scent’ onstage when I stood right next to him. “So we just go straight to this Audra-griffin’s dressing room?”

“Certainly not!” Rarity said. Her eyes were wide with shock as she said, “This isn’t some music hall or burlesque, some amateur performance where the audience and the performers sit down for some cider at the bar afterwards.” She held up her card, saying, “We give these to whichever pony is aiding Miss von Adler, her understudy, and she takes them to her in her room. Then when she’s ready to see us, she will invite us in. Isn’t that right, Fancy Pants?”

“This is usually how it works at theaters like the Hippodrome,” he said. Yellow Jacket felt some bored curiosity from the performers and stagehooves they passed. Apparently while Audra got her share of guests post-performance, she didn’t get well-dressed small herds of them. That aside, most of the performers ignored them.

Yellow Jacket tried to check around for any stray Changelings as unobtrusively as she could, sniffing for their pheromones and checking for their emotional resonance. She whickered happily. I can feel something. There is one around here somewhere! My little lost ling, you’ll have a Hive again soon.

“Oh, I know, isn’t it wonderful back here?” Fluttershy said to her. Applejack stood on her other side, looking around at the props and flats in delight. Yellow Jacket felt happy enough to give the shy little pegasus a smile as she said, “Nice and quiet, and everypony knows what it’s like to be stared at so they don’t make a big fuss…”

“HEY, BLONDIE!” A pair of massive arms in crimson sleeves and silver bracers reached down and snatched Applejack off her hooves with a startled whinny.


Fluttershy took flight and was almost a length into the air by the time the mares turned to see “Tirek” looking down on them, minus his crimson mask and half his costume. His silver nose-ring sparkled over a bovine smile that exposed teeth the size and color of sugar cubes as he held Applejack under one arm. Fancy and Fleur looked amused; Rarity was horrified, and Fluttershy slowly descended to the ground.

“Doggone it, Asterion! What d’ya think ya are, the real Tirek? Put me down already!” Applejack kicked uselessly to get free. Yellow Jacket noticed that the minotaur was careful to hold her so she couldn’t land a hoof on him. Still smiling, he set her back on her hooves as she said, “We’re here ta, I mean to,” she added after noticing Rarity’s ears starting to flatten, “see your friend Miss von Adler. Would you please show us to her?”

“Huh? Audra?” He scratched along his massive horns. “Ya want ta see her?” Yellow Jacket felt caution from him as he said, “Okay, but ya gotta wait. She’s talking ta some griffin dame that walked in, some kinda business from their aeries back Vanhoofer way. Big private sitdown, didn’t even tell me where they were gonna talk, probably in one o’ the old rooms.” He shrugged. “Said she’d be a while.”

“Oh, dear,” Applejack said in her “Orangejack” voice. “But I suppose if we must wait.” Asterion snorted laughter.

“Yeesh, what’re ya talking like some new money Manehattan merchant noble for?” He pushed her hat down, leaving her elegant mane-do a mess. Applejack jerked away with a laugh as Rarity looked ready to start working in minotaur leather. “I like ya better when ya talk normal.”

“Well, if we simply must wait,” Rarity said. She looked up at Asterion. “Pardon, good minotaur, but do you have some small room here where we can wait without getting in everypony’s way?” He looked at her, scratched his chin, and nodded ponderously.

“Yeah, we got this one over here.” He lead them over to what at first glance seemed past of the wall, only to reveal it as a door. It opened to reveal a medium-sized room with bits and small chairs and table set in it, along with a mirror or two. “This oughta be nice an’ quiet. I’ll tell Audra she got more company tonight.” He turned and ambled off.

“Girls?” Fluttershy said, “I’m kind of thirsty, so I think I’ll just go get a drink. I’ll be back in a few minutes.” She turned and hurried off. Yellow Jacket stared after her with a frown. Deception and regret stained her emotions. Why did the little pegasus just lie to them? With a sigh she turned and followed the others into the room.

“What is this anyway?” Yellow Jacket asked as she entered. “It feels funny in here, like…” And her nostrils flared as she took in the scent within the room, and her eyes went wide and narrowed dangerously as her awareness of the others with her faded, replaced by memories of fear and pain and a sky filled with chittering invaders.

And their Swarm Queen…

“What?” Some meaningless voice said off somewhere very, very far away. “Oh, this is a greenroom, it’s where the actresses and actors wait to go onstage… Yellow Jacket? Are you alright, dear?”

Rarity flinched back as Yellow Jacket stared at her, eyes wide and ears down. She seemed to be snarling. Fancy Pants stepped up beside Rarity like any protective gentlestallion.

“Miss Yellow Jacket, are you at all well?”

Vespid barely noticed him. She snarled as golden flame consumed her, leaving behind a black armored carapace, a tattered golden mane and tail, yellow dragon’s eyes ablaze with rage, and a twisted corkscrew horn.

Rarity’s horn glowed as she sent the heavy door slamming shut, cutting the sights and sounds within off from the rest of the theater as Queen Vespid roared in a buzz like a thousand hornets’ nests:


# # #

Fluttershy felt bad about leaving her friends, but she was thirsty, and she thought she knew where she could find Audra. She gulped at the idea of confronting two griffins, but her friends, especially Rarity, needed to meet her.

Besides, the sooner it was done the sooner they could go back to the hotel and get some nice quiet rest, right?

She worked her way past the various stagehooves and actors with soft-spoken apologies, most of them looking exhausted from the performance. She wondered where they ever found the energy to do what she’d seen out there so often. She looked up as she walked by. Pegasi and griffins; when you need privacy, go for altitude.

Half-spreading her wings, the yellow pegasus scanned the backstage loft above her. There! A mid-sized platform amid the suspended backdrops and curtains and rigging and skywalks for lights and FX ponies. With the harsh tones of griffin voices.

Fluttershy wondered if she ought to head back to the ground-floor greenroom and just wait there with her friends.

“No,” she said, putting her hoof down, soft and silent as usual. “This is for Rarity, not me. And not all griffins are like Gilda. I’ll be polite and say what I need to and everything will be alright,” I hope.

Checking for a clear flight path, she spread her wings and leaped into the air.

A flurry of wingbeats brought her up to the flyers’ greenroom amid the rigging. A pair of griffins turned to look at her as she touched down. The emerald-eyed russet who’d portrayed Megan just looked surprised, and the golden-hooded other?

“You little coward, what are you doing here?” Sky Talon squawked, yellow eagle eyes burning into her. Fluttershy took a step back, a short one that sent her tail falling free over the edge. “Spying on me for your friend Yellow Jacket?”

“Eeep! I mean,” Fluttershy shivered, took a deep breath, “I’m here to speak to Miss von Adler. My friend and patron,” she emphasized that part to get Audra’s attention, “Rarity wishes to speak with her…” She broke off as Sky Talon stalked forward. Fluttershy forced herself not to step back over the edge as the golden griffin glared right into her face.

“You’re not wanted or welcome here, pony!” the she-griffin snarled into Fluttershy’s face. She could smell the meat on Sky Talon’s breath; every single horror story about what griffins once used to do to ponies flooded into her head as the griffin hissed, “This is griffin business – something private, understood? No ponies invited! Especially not cowards who ran away from what I’m going to keep!”

Fluttershy looked past her at Audra, hoping for some sympathy. The other griffin just cocked her head in utter boredom.

“Better go, little mare,” she said, idly examining one claw for some minute imperfection. Fluttershy oddly felt something brush against her, her self was the only way to put it, as Audra added with a nasty grin, “Unless you want to get chased away by another big bad griffin.”

“But,” she gulped, “But, Miss von Adler, this is important…” She broke off with a tiny eeep as both griffins cornered her against the platform railings, their carnivore breaths yelling to her equine hindbrain to GET AWAY NOW!

Fluttershy squimpered.

“Coward,” Sky Talon spat from one side. Fluttershy could hear the soft dry scrape of her talons against the wood. “Leave. Now.”

Fluttershy looked away from her and found her eyes locked on Audra’s. She whimpered at the hungry look in them.

“Better hurry, little pony,” Audra said as she reached out to lightly flick one talon against Fluttershy’s nose before sliding it down her muzzle and across one cheek until two talons pinched each side of her throat. She could feel her pulse, and the fear rising in her, like on the runway at Dressage Hall. She shivered Audra licked her beak as though she tasted that fear. “The predators have business to discuss. And we might get hungry.” Her eyes sparkled emerald.

Fluttershy was over the platform’s side and halfway to the floor shedding plumes from her hat before she knew she’d moved, dropping in a wings-tucked evasion dive. A scornful screech of a laugh followed her as she braked with her wings and touched down to gallop back to the greenroom. That one laugh felt worse than open mockery. It felt like every horrible memory she’d ever had of public humiliation from flight school to her modeling career hitting her all at once. She almost panted when she reached the closed door, sweat streaking her sides and staining her cape-dress. Fleur stood there as though on guard, her eyes going wide as she saw her.

“Fluttershy! What happened to you? No! Don’t go in there!”

“I have to!” Fluttershy said as she hurled the door open and almost charged in, letting it bang shut behind her. Right now she needed to be around her friends, strong Applejack and assured Rarity and yes, even the coolly controlled Yellow Jacket. Ponies who could keep their self-control under stress and –


Fluttershy ducked with a squeak; a heavy wooden chair flew over her head to smash against the wall. Shocked whinnies filled the room, along with the droning buzz of a giant hornet’s nest. She dared to look up.

Fancy Pants and Rarity’s horns both glowed like bonfires as the glows of their magic covered the wild-eyed ebon and gold fury in the center of the room. Applejack, looking a mess, was on her back and fighting to hold her down by pure physical strength.

And in the middle of it all a glowing-horned Yellow Jacket, Queen Vespid, snarled with fangs bared as she fought to free herself of all three ponies. Her gaze caught Fluttershy’s and she screamed like a thousand hornets.



And as the Changeling Queen charged her, Fluttershy cut loose with the Stare at full force.

# # #

“And that interruption is over with,” Audra smirked, tasting Sky Talon’s feeling of cruel glee. She wondered if she should have heightened that yellow flier’s feelings of fear any more. No, that probably would have made her catatonic. And it’ll likely wear off in a day or so provided she doesn’t get scared again. She turned to the golden griffin. “You were saying something about needing my help?”

“I said I would like your assistance, aerie-sister,” Sky Talon said as she walked back to the center of the platform. Audra felt amusement at how hard she worked to keep her surface coolness as compared to the anger and fear beneath. “That little butterball of a pony is flock with the one I’m worried about.” She spat the next words out, her voice rising into a near-screech. “That scrawny yellow unicorn model. Yellow Jacket. The one my patron Photo Finish wants,” she broke off and brought herself back under control. “The one who thinks she can replace me, Equestria’s greatest model.” She runway-posed, head tilted back and wings slightly flared.

“Of course,” Audra said, trying not to roll her eyes. Like I care. But still, this may be useful. “But how, exactly, am I supposed to help you keep your job – I mean patron?” Sky Talon glared at her little reminder that Audra was a free griff, not bound to any pony.

“First of all,” Sky Talon said, her voice cold, “Remember that my grandmother is Matriarch of our clan aerie. I can command your help if I want.”

I’d like to see you try, Audra thought, mentally removing the obvious exaggeration factor. You wouldn’t last one opening onstage. But she gave merely the briefest of nods and motioned for Sky Talon to go ahead.

“And secondly, we griffs are supposed to stick together outside flock territory,” Sky Talon said, giving her a look meant to be sisterly. “Especially when some pony threatens our position. You don’t want to end up losing your place as Equestria’s greatest actress to some pony just because the other grass-eaters think they can trust her more, would you?”

“Of course not,” Audra said, Theatrice of Canterlot’s face flashing through her memories. She added with all the seriousness she could muster, “We griffins must stand together when the prey species confront us.” Sky Talon nodded gravely in response. Audra clamped her beak on the laugh she wanted to give at this fool’s arrogance. “Perhaps we should find a more private place to speak,” Audra said, heading for the edge of the platform. “To discuss what you expect of me and how I may aid my aerie-sister in her hour of need.” Translated: why should I help you, and what’s in it for me?

“Huh? Oh, of course!” Sky Talon hurried to follow her as Audra dropped over the side and glided down to the floor. Once there she headed for her dressing room, hearing and feeling the griffin following in her wake. The other talent and backstage craft ponies cleared from her path as she strode by, regal as an alicorn Princess. She basked in their fear and respect as she did. She half wondered if she felt Asterion’s presence, but she didn’t see the minotaur anywhere, and he was hard to miss. But at the same time she began to get that same feeling she’d had onstage tonight, that nagging weird half-felt mix of smell and emotions that felt like someling was whispering into her ear for attention.

Someling dangerous.

Audra shrugged it away as she entered her dressing room. Judging by Sky Talon’s sour look at the sight of its interior – the wallpaper matching her plumage, the vanity, the bouquets, the small table set with griffin delicacies and a small bottle of fine perry – she wasn’t doing nearly as well as her. That thought sent a burst of pride through Audra as she headed for the back wall of the room. Setting her talons just so against one of the wall-sconce lamps, she turned and pushed. It sank back along with a section of wall, revealing stairs leading downwards.

“Wait, what are you doing?” The griffin looked at the stairs stretching into darkness and swallowed. Huh, Audra thought with some amusement. Afraid of enclosed spaces. How like a flier.

“My dear,” she said to Sky Talon, “we will want privacy for our talk.” She licked her beak, fought down a wave of irritation at that feeling again. She could almost taste it here! She bowed her head, indicated the stairwell with a talon. “Where better than in the basements of the Hippodrome? Unless you want everypony to know you were talking about how to sabotage the career of a rival.”

“Oh, of course,” Sky Talon said. The griffin tried to act nonchalant as she went down the stairs, made broad and wide for pony hooves. Audra heard her talons and claws scratching at the wood, felt the sharp spike in fear from her. Grinning internally, she followed the griffin down until they reached the first cobwebbed chamber at its bottom.

Sky Talon stood close by the stairs, casting nervous glances at the darkness around her.

“This is from the old days, long ago,” Audra said as she walked out beside her. “These chambers used to connect to the sewers beneath Manehattan,” and still do, for when I need a fast getaway and don’t mind passing through a dead Hive, “but now they’re abandoned.” She stepped beneath one of the old vents leading upstairs. A ripple of annoyance passed along her body as something clawed at the edges of her self-control. What was making her feel like this? “We can speak here; none seeing, none hearing…”

Her voice trailed off as her eyes went wide and then narrowed.

The pheromone surge in the breeze from the vent poured over her at full force, a choking thick reek familiar and alien at the same time that screamed into her mind:


“Audra? Miss von Adler!” Some unimportant voice from some unimportant creature tried to catch her attention. “You miserable actress, are you even paying attention to me…”

Crimson flame consumed her, filled her vision and her mind with thoughts of seething rage as the Changeling Princess realized an enemy, not just an enemy, but an enemy Queen was here to take everything from her. It flowed over her and vanished to reveal her true form, a crownless Queen Chrysalis in crimson, fangs bared, carapace glistening in the weak light, blood-red dragon-eyes ablaze.

Sky Talon’s eyes engulfed her face; her scream echoed through the basements, backed by a griffin’s full lungpower.


Audra buzzed her wings at the meaningless and vain griffin before her and pounced, driving her to the floor, snarling into her face like a thousand hornets. Discord’s Curse on the First Queen had her in its grip, the mindless instinct to find the rival Queen, kill the rival Queen, take her Hive and drones and nymphlings to swell her own Swarm.

“Don’t kill me!” The griffin shrieked, her talons scraping Audra’s chitin in vain. Audra’s sanity slowly returned as Sky Talon babbled, “Everypony knows where I am! All my things are at my hotel, they’ll come looking for me, and I swear I’ll never talk…” She squeezed her eyes shut as though that would make Audra vanish. “Kill me and they’ll know who did it!”

“Really?” Audra said, the words sounding odd, the first she’d spoken in her own chittering voice since Hive Triscolia and Mount Gymkhana. She glared down at Sky Talon, the only being in all Equestria who knew her secret besides that nameless Hive Queen. And after years of being so careful, avoiding every other Changeling she even imagined might exist! Audra sneered at the terror she tasted and saw in this wretched griffin’s eyes. “Will they now?”

Heatless crimson fire washed over her again and she smiled down at Sky Talon with her own face.

“My dear,” she said in Sky Talon’s voice, “I very much doubt it.”

She clamped down on the griffin’s mind.

# # #

The closed carriage blazoned with Fancy Pants’ three coronets pulled off 42nd Avenue, jolting over the cable car tracks and swinging into the alley behind the Manehattan Royal. As it halted at the hotel’s service entrance, a liveried Diamond Dog leaped out to scout the alley. The carriage continued to rock, its suspension giving off a rhythmic rinky-chow.

“Dangit, stay down there!” Applejack rode the rolled-up rug on the floor of the carriage as it squirmed with the sound of a hornet’s nest, a zigzag black horn protruding from one end. Magic flowed along it, soft blue and gold and pink-shaded cream auras as three glowing-horned unicorns held the enraged contents down and out of sight. Her mane and dress in tatters, Rarity leaped down to add her weight to Applejack’s; Fluttershy watched in silence from her seat.

Applejack and Rarity wrapped their legs around the carpet, holding it still. The Changeling Queen inside stilled; the palomino thought, hoped, that Vespid was settling down.

Those first few moments back at the Hippodrome were terrifying, as much for the worry that everypony would discover a Changeling Queen in their midst and stampede, as for the fact that they’d been locked inside a not very large room with something that looked so much like Queen Chrysalis. A berserk Queen Chrysalis. Her slinging magic only made it worse. AJ winced as she felt the twinge in her side where a hurled chair had connected.

“Why’d ya attack us all back there?” Applejack whinnied at the cocooned Changeling on the carriage floor. “Ya coulda told us there was somethin’ goin’ on!”

“I’d say there was a certain lack of honesty all around,” Fancy said standing atop his seat, his voice as polite as ever but his tone clipped. Applejack blushed as he added, “I knew something was going on with Miss Yellow Jacket and all of you…”

“Oh please, Your Lordship…” Rarity began to say. Fancy held up one hoof.

“No need to be so formal yet. I hope.” He added, and the pleased look slid away from Rarity’s face. “For now I’m still Fancy Pants to all three of you, and I hope that we stay that way. However, in the future, I would like to be informed when I am traveling with somepony who may go berserk for no perceivable reason!”

Fleur looked at all three of the Ponyville ponies and nodded her agreement. She’d guarded the door, keeping the few performers and backstage crew away who tried to investigate. Thankfully the walls of the greenroom were thick enough to dampen the sounds from within. At least until a frightened Fluttershy showed up, upset about something, and used her Stare full-strength on the shocked Vespid. It left the Changeling Queen prostrate, unable to tear her eyes from the pegasus’, and before she could react the three unicorns and one earth pony rolled her up in the faux-Saddle Arabian rug from the floor. They’d made their way to the back doors of the Hippodrome, somehow without being seen, and got away.

“We didn’t know ourselves,” Fluttershy said, her voice soft and shaky. When Fancy and Fleur looked at her, she shivered and said, “How could we? Queen Vespid never acted like this before.”

A triple knock came from the carriage door, followed by the clack of an opening vent window and a Diamond Dog’s voice.

“All clear, Your Lordship. No pony around.”

“Thank you, Asta,” Fancy Pants replied, then looking around the carriage at the four other ponies and the now-still roll of carpet said “Now, shall we get this up to your suite?”

Five ponies hurried from the carriage to the service entrance, a levitating carpet roll in their midst. A jagged horn protruded from one end.

Fancy Pants took a moment to speak to the drayage chauffeurs, telling them to go wait in front of the Royal for however long this took. He apologized for the late hours and told them they’d be getting a bonus for their night’s work.

“And remain silent,” he said, his usual lightness gone from his voice. “Whatever happened tonight has to stay between us. Understood, Asta, lads?” The dim light from the glowgem lamp hanging above the door showed a sly fangs-gleaming smile on the Diamond Dog’s face.

“Perfectly, sir,” he said. “Like those other times?” Fancy just nodded, but it looked like he fought to keep from smiling himself. Fleur didn’t bother. The other ponies just looked at her in confusion.

“This isn’t the first time we’ve had to keep secrets,” she said. “Nor the first time we entered a place quietly and secretly. More than that I can’t say.” She turned to the locked service doors. Her horn glowed faintly and they opened with a click. “Simple enough locking spell." She gave a scornful snort. "I would have thought a five-horseshoe hotel like the Royal could pay for a better one.”

The small herd hurried inside and made their way to the freight elevators.

"Why not just use the main ones?" AJ wondered.

"We are trying to be quiet, Miss Applejack," Fancy Pants said. "Avoiding any late-night guests would be for the best."

“Besides,” Rarity added with a shiver, “just look at the condition our, my, clothes are in! You think I want anypony to see this?”

They piled into the elevator, Fluttershy closing the cage while Asta worked the controls.

Somewhere around the eighth floor, golden fire flared from inside the rolled carpet, replacing the jagged black Changeling horn with the smooth spiral of a unicorn’s.

“I have calmed down,” Yellow Jacket’s voice came from the roll. “Can you please unroll this thing so I can explain?”

Fancy’s voice was firm. “Further explanations can wait until we get to your suite.” A very inequine growl came from the rolled rug.

The elevator lurched to a stop. “Fourteenth floor.”

By Celestia and Luna’s mercy they made it to the suite without running into anypony while Asta took the elevator back down. Once there they hurriedly locked the doors and made sure the window shades were down and the curtains drawn. Then the glow along all three horns faded, their owners slumped, and only now did AJ notice the smell of sweat mingling with cologne and perfume in the room. Magic use could be as draining for unicorns as heavy physical labor could be for even the strongest earth ponies.

Fancy bent low over the carpet. Applejack craned her ears to listen.

“Do you promise to remain calm, and no unexpected shapeshifting?” A very equine snort came from the carpet.

“Yes,” she said. “I give you my word, as Queen of my Hive and mother of hundreds. Now unroll me!”

Fancy looked at Fleur and Rarity. Applejack saw both mares nod agreement. She and Fluttershy unrolled the carpet to reveal a golden unicorn glaring at them, her mane and tail a mess and her capelet-dress in tatters. Rarity gasped at the sight. Yellow Jacket looked embarrassed. A little.

“Sorry,” the “unicorn” said as she rose to her hooves. The other ponies pressed back to give her room, maybe a little further than they needed to. She noticed and rolled her eyes. “I’m surprised you three,” she said to the Ponyville ponies, “are even bothered. Don’t you deal with these sort of things on a regular basis?”

Three unicorns and one earth pony in torn theater finery stared her down; one pegasus shrank back. “And just what was that all about?”

“This have anythin’ to do with that ‘need-to-know’ ya told me last night?”

Yellow Jacket snorted. “Discord’s Curse.” As the five ponies waited for an explanation, she stood there nostrils flared, sniffing for something, then walked around the room stiff-legged, a nervous predator in pony form, before finally settling on the bed with her legs beneath her.

“That’s better,” she said. “Noling has been in here, only ponies.” Her lips curled back to show un-pony fangs. “At least I think so.”

“Umm, dear,” Rarity said, walking up to her, “just why would you expect another Changeling to have been here in our room?”
Yellow Jacket opened her mouth to respond but stopped as Fancy Pants held up a hoof.

“Because she’s here to find other Changelings, isn’t that right?”

The Changeling in unicorn shape looked at him, eyes wide.

“Ye–yes. I’m here on behalf of Princess Celestia. On a need-to-know basis,” she glanced at Applejack. “And after tonight, you need to know.”

“Officially, I’m here to assist Miss Rarity and ‘make some friends’. Unofficially, I’m here scouting for other Changelings. Any stragglers and orphaned lings who would bond to me as their new Queen and return to Canterlot with me. Any active Hives to ‘Bring into Harmony’ – living openly under Celestia’s protection, no longer needing to hide. The same arrangement as my Hive in Canterlot and those wolf packs around Stalliongrad. And so the next Chrysalis –” she spat the name – “can’t kill their Queens and gather them into another super-Swarm.”

“Wait, hives plural?” Applejack swallowed and said. “Y’all mean there could be more ‘n one herd o’ Changelings in Manehattan?”

“Of course.” Her horn glowed golden and her Manehattan map floated out into view, with red circles marked around the Theater District, Pony Island, and the mainland docks. “Manehattan is large enough for three Hives, provided they stayed out of each other’s territories. Usually they did, before Chrysalis came.” Even now that name sounded like a curse from her.

The circle around the Theater District was crossed out. “She – or her assassins – visited here. They were thorough.” She told of her failure at finding living Changelings, of the dead Hive tunneled beneath the Hippodrome. “But no living Hives, and no Queens. Until tonight.”

Fancy Pants raised an eyebrow. “That’s why you went berserk on us?”

“Discord’s Curse. A Hive can only have one Queen. When two Queens scent each other, We fight for mastery of both hives. To the death. Surviving drones imprint on the surviving Queen’s pheromones and empathic feed, become part of her Hive, and molt into her Hive colors. That is why you never find two Hives next to each other, without buffer zones between their territories. Like Central Park and the inlet. So has it been since the first Changeling Queen.”

“But that’s terrible!” Fluttershy piped up from behind, surprisingly loud. An un-pony chitter came from Yellow Jacket as the yellow pegasus continued. “I know nature can be cruel, but you’re like ponies or griffins, more than instinct. Can’t you find another way?” She shrank back as the golden not-a-unicorn rose and stalked over the thick carpeting and tiled floor to glare at her. Applejack and Rarity went to flank their friend. Fancy and Fleur moved to the side, their horns glowing faintly if they needed them.

“Listen to me,” Yellow Jacket hissed. “It is not a matter of choice. It is our Curse. If a Queen scents another Queen, one must kill or drive off the Other. A Hive cannot survive divided leadership. The drones would be so confused by two different empathic feeds and sets of pheromones that they might kill themselves or each other to defend Hive territory from someling that their senses tell them is an invader even if they came from the same brood. The only exception is a Princess, fed on Royal Jelly to sprout her crown and inherit the Hive if her Queen-mother dies. You are gentle, Fluttershy, but if you were a Changeling Queen who smelled or sensed another Queen on your territory you would track her down and tear her apart. It would not seem like the right thing, it would be the only thing. As Chrysalis did with so many Queens. And as I would do to her if I could.”

Fluttershy said nothing, she just looked at her with infinite sadness. Yellow Jacket shook herself and went back to the bed. As she tucked her fetlocks under her, golden fire lit the room and she was again Queen Vespid.

“You don’t understand. For Discord’s Curse to strike as it did tonight, I scented a Changeling Queen in that room at the Hippodrome. Where there is a Queen, there is a Hive. Yet there are no Hives in Manehattan – no other scents, no empathic feeds. If there were, I would have sensed them before tonight. And the only Hive I’ve found was dead.”

She looked at the five ponies with golden dragon eyes. “We have a Queen in Manehattan. A Queen without a Hive. A Queen hiding herself so well I couldn’t sense her until her scent in that room overwhelmed me. Even a surviving Queen or Princess-turned-Queen setting up a new Hive should have some drones with her, but there are none – none I could sense.”

“How do you know she has a swarm?” Fancy said. “You remarked yourself that all the traces you picked up were old, from long-dead changeling hives. Might she simply be on the run, as some other changelings were, and hiding herself?”

“No,” Vespid said. “Where there is a Queen, there is a Hive. Queens have an instinct to make a Hive and start a Swarm. Even if she lost her Hive somehow, other stray Changelings would flock to her. Her scent and crown would draw them. She might be hiding herself from other Changelings, but I’ve only heard of that happening once. You should know which Queen and Swarm that was.”

The three Element-Bearers froze; Vespid shifted on the bed, exposing her swollen belly and ovipositor.

“I want to be out of here and back in Canterlot. I will start laying eggs in a few more days, two at the most, and I will not do that in a territory that has a Changeling Queen I know nothing about.” She looked back at the ponies. “She would kill me, but not until after I’d laid my eggs.” She buzzed her wings in what even the ponies could recognize as fear. “And then she’d take them and make them hers. As Chrysalis did to build her Swarm.”

The ponies looked at each other, remembering Chrysalis and the Battle of Canterlot. Vespid looked at them and nodded. Her horn glowed once more and a collection of vellum scrolls rose out of her luggage and floated over into Rarity’s magical grip. They looked to her like nothing so much as the friendship reports Twilight sent to Celestia.

“Those are my reports to Celestia,” Vespid said. “If anything happens to me, Lady Rarity, Lord Fancy Pants, Applejack, get them to her as soon as you can.” She sighed and looked at Fancy. “My Hive will know if I’m killed. My Princess is still a nymphling, the size of a young filly, but if I die she will sprout her crown as the new Queen Vespid. Whatever befalls me, the Hive must live.”

“I will,” the stallion promised, his voice oddly grave. “But why not send these on ahead to Celestia now? If there is an unknown and hostile changeling queen in Manehattan, then the sooner she knows the sooner she can do something about it.” He walked over to the speaking tube leading down to the front desk. “We can have these sent via pegasus courier; they’ll be in Canterlot by tomorrow morning.” He looked at her expectantly. Vespid frowned, lips of chitin wrinkling back over her fangs, but she nodded. Fancy Pants turned and sent his request down the tube to what sounded like a very sleepy pony on the other end.

“Come ta think o’ it,” Applejack said, “we ain’t going ta the show tomorrow, are we?” Fluttershy seemed oddly relieved but Rarity looked horrified as she added, “Ah mean, with all o’ this going on? It seems kinda like a waste of time.”

“We certainly will!” Rarity, Fancy, and Vespid all said at once. The startled palomino stepped back as the marshmallow unicorn went on with, “I have NOT spent all the time and effort I’ve put into the Manehattan Spring Fashion Show just to cut and run just because a changeling queen might be on the loose!” She craned her neck and held her head high. “I, we didn’t flee from Nightmare Moon or Discord or King Sombra. I won’t start now. Besides, there’s just one day left.” Applejack looked skeptical and Fluttershy dismayed as Fancy spoke up.

“Actually, it might be for the best if we did stay for the final day of the show.” He pointed at Vespid. “Queen Vespid knows of her counterpart’s presence, but I may assume that for the moment the other queen doesn’t know about her?”

“She probably does,” Vespid said. “I released a pheromone surge in the Hippodrome to draw what I thought was a straggler. That was before I caught the Queen’s scent. If she didn’t know about me before, she does now.”

Fancy nodded.“Then if she does know about you, we need to be careful and assume that she can track you here.” Fear sent the ponies’ ears down as he said, “She’s been cautious so far; she didn’t attack you before when she had a chance to do so, so she either lacks the resources or fears exposure or both.”

Applejack took the line of reasoning up. “She sees Vespid gone tomorrow, she’ll figure she hightailed it back ta Canterlot and set Celestia after her. Then she either goes for us or she runs, right?”

Vespid nodded. “If she’s confident of winning, she’ll ‘go for us’. If not, she’ll run and go deep. In Secrecy lies Safety.”

“So then,” Rarity sounded relieved. “We have to appear for the last day, but after the show we take our leave and return Her Majesty to Canterlot and warn Princess Celestia ourselves if she hasn’t gotten the letters yet.” She smiled, her horn glowing as she gathered her dresses up, along with needle and thread. “Tomorrow is the biggest day, after all, the biggest crowds and the most media attention,” unnoticed behind her, Fluttershy swallowed hard, “so we can get things done for once without starting a battle in the middle of everything!”

“Ah hope,” Applejack muttered.

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