• Published 14th Apr 2015
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Chrysalis Wins - Arkolo

Chrysalis's invasion is successful. The challenge of ruling begins...

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Ch.16 "The Bad-lands"

Chrysalis Wins

Ch.16 “The Bad-lands”

Plop, plop, plop, three equine creatures landed in dry, dusty, dirt. After the last had landed, the Queen of the Changelings gracefully fluttered out of the fiery green portal. Both Applejack and Twilight were wet from being taken out of their goopy cocoons, causing it to mix with the dry dirt that got in their fur, resulting in them being covered in matted mud. Neither pony was amused at the predicament. The orange earth mare was cautious, and didn’t say anything. The purple unicorn however, felt much more vocal.

“What? Why are we here, where are we? Why’d you take me out of my cage? What nefarious plan do you have now! You already beat us, you sadistic witch!”

Chrysalis shoved Twilight’s face in the dirt to shut her up. The purple equine grumbled, but didn’t say anymore. The queen leaned down next to Twilight’s ear and cooed.

“Sadistic… hehehe, that is not inaccurate. It is fun to see you suffer; it is fun to see ponies take a turn. Your kind is usually too blissful and mediocre to feel otherwise.”

“Did ya just bring us here to taunt and torture us? Queen…”

Applejack sighed, a defeated sigh.

“That may be a pleasurable thing on the side, but I do have a lesson to share.”

The queen glanced at Shade when she mentioned lesson, and the vanguard looked at the ground and cringed. Chrysalis shoved Twilight’s face a little deeper into the dirt before she removed her hoof, and started to walk forward.

They were in the midst of a very large valley. Far off in the horizon, snow-capped mountains could be seen; everywhere in between was nothing but rugged stony desert. Dirt blew about in the mild howls of the wind, though other howls not made by the wind were also be heard.

“Where are we?”

Twilight managed a calmer voice.

“Shade can tell you, he is allowed to speak now.”

The purple unicorn turned to the only individual she didn’t know in the group, with an expectant stare. Her muddy and matted body complimented the sour expression etched into her face. The vanguard found his voice and clearly pronounced.

“The Badlands.”

“The Badlands? As in Southern Equestria? Why are we all the way out here?”

“This is where Changelings lived, until recently.”

“Well, what point do you have in taking us out here Chrysalis, I hardly imagine this trip is just for sentiment.”

Twilight turned from the vanguard and glared back at the queen, who had climbed up a small nearby hill. Chrysalis faced away from the small group and surveyed something on the other side of the hill. Without a look back the queen answered Ms. Sparkle.

“Shouldn’t a seeker of knowledge such as yourself be eager to learn history never exposed to pony kind before? After all your kind knows virtually nothing about Changelings.”

That got the purple unicorn to perk up her ears.

“Why would you be willing to share? Let alone to me?”

“Granted, this trip is mostly for Shade, but I’d like to give you something to fuel your nightmares, before I put you back into your cocoon.”

“Oh ha ha ha…”

It was a very sarcastic ha-ha-ha made by a very pouty pony. The queen smirked at the little purple equine, especially when she saw the Twilight’s eyes twitched irritably.

“For example, you see my hooves and legs?”

“Yes, what about them… wait, didn’t they have holes? The other changeling still have holes…”

“Yes, those holes weren’t a fashion choice, the only reason mine are gone is because I’d just recently healed thanks to the energy I absorbed. The Badlands parasites here eat away at flesh, chitin, hair, and eventually bone if it gets bad enough. Both of you ponies probably have a few crawling on you right now.”

Applejack’s and Twilight’s eyes grew very wide, and shot down over their legs. The purple unicorn let out a feminine ‘eeeeek!’, while the orange earth mare sprang to her hooves and started to scrub her fur vigorously. Both of the ponies pranced about in a panicked manner. The changeling queen laughed at the display of dismay.

“It’s a simple matter to wash them off, you can when we get back, if the queen permits.”

“SHADE! Why did you let them know, I wanted them to imagine turning to cheese in their cocoons!”

“I apologize my queen, but I felt it was worth mentioning.”

“Well, it’s not like I’ll run short on material. Get up here, all of you, we have our first sight to see.”

Chrysalis turned back to what she looked at previously. The vanguard changeling hung his head low, and had his ears flattened as he obediently trotted up the hill. The two ponies nervously followed Shade.

Once they reached the top of the hill, the little party found themselves at the edge of a deep gorge. The giant scar in the earth, that stretched for miles and was hundreds of body lengths deep. Wind constantly whistled as it passed through the deep channel.

“Welcome to the last miserable hole my swarm lived in.”

Chrysalis took a few steps back, as the ponies took a few steps forward. Shade remained at a neutral distance, and stared as if his mind were somewhere else. The queen was quiet for a moment, content to simply let the Applejack and Twilight look down into the gorge.

The drop from the hill was a sheer cliff, and as one’s eyes followed down the steep drop, evidence of work was there. Tunnels, both large and small, were honeycombed through much of the crevasse. A gigantic quarryquarray eel slithered ominously between dark holes within the desert stone.

“Would you like a closer view?”

The queen whispered behind the two shorter equines, causing them both to shiver

“Uh, I can see all I want just fine from up here.”

Applejack had a bead of sweat run down her temple, she didn’t like the hint in Chrysalis’s voice. Twilight didn’t even get to voice a response before both of the ponies were kicked over the edge of the cliff.


The orange and purple ponies screamed in terror, as they plummeted into the gorge. Chrysalis cackled madly, while Shade shook his head. She really was having too much fun with this.

“Are you going to wait for them to go splat?”

The vanguard kept his voice level, he rarely questioned his queen, but sometimes he just wasn’t sure what occurred in her mid.

“What, and end this venture so quickly? Of course not, there is soooo much more to do.”

Chrysalis jumped over the edge and flapped her wings, Shade followed suit and dove into the gorge. Before either of the terrified ponies hit the ground, a green aura grabbed them, thereby preventing a grisly end. Twilight still screamed for a while, but eventually was able to calm herself. Applejack had figured what happened a little faster, and was able to recuperate in silence, though she still held a hoof to her chest in an attempt to slow her rapid heartbeat.


Twilight was too furious at Chrysalis to form sensible words. Her horn sparked and fizzled uselessly, as the slime stuck to it prevented any magic. So the purple unicorn gave a glare that could burn souls. It probably would have worked, if the target was a pony soul.

“Oh don’t be too mad, I did bring you down here to show you something. Your apple friend has already taken notice, and it’s something Shade needs to take a good, long, hard look at as well.”

It was more than difficult for Twilight to break her enflamed glare at the queen, and look towards her earth pony friend. The look on Applejack’s face threw the unicorn for a loop. A mixture of shock, horror, and disturbance played around with her wide eyes and loosely held jaw. Intrigued by what could bother the Element of Honesty so much she let her gaze roam, and immediately wished she hadn’t

Right beneath them, and all around, were changeling husks. Bodies of hundreds littered the base of the gorge. Most were bone, with broken bits of sun-bleached chitin scattered here or there. Disturbingly, many were still fresh, and looked gnawed on. Buzzards had already flocked over and picked away at edible bits.

The ground rumbled and a massive quarryquarray eel slithered up to the graveyard. It lunged forward and snapped at the buzzards, actually catching a few of the lazy avians. After it hungrily gulped them down, it inspected what the buzzards had come for.

At this point Twilight and Applejack felt highly uncomfortable with the contents of their stomachs. Neither of them had actually eaten in days, since they had been contained in cocoons. So they just wretched and heaved.

The sound of gagging ponies caught the eel’s attention, and it started to slither towards the group. Both of the equines covered their mouths, and flailed in panic, but Chrysalis kept them suspended in the air with her magic.

The massive creature approached with wide and eager jaws, fresh equines were better than mostly eaten changelings. Before the quarryquarray eel got too close Chrysalis’s eyes flashed green. The beast’s pupils also flashed, and it’s movement ceased. Another moment later, the eel wandered off to a different section of the gorge.

It was the second time the ponies panicked for their lives within minutes. Shade turned a concerned eye towards the queen. Both the ponies were almost comatose in fear, due to their abused adrenaline systems.

“Maybe you should spread out the shock and awe, if you want them to be conscious for it…”

“I suppose you’re right. Just be sure to take a good look around yourself Shade, remember what we’ve left behind, and why we never want to turn back.”

“I can’t forget my queen. I don’t think I will ever be able to.”

“Then why were you so quick to go and help ponies? Ponies that defied me no less!”

Shade bowed his head, and sighed. He looked up to the queen from his submissive posture.

“I just don’t like suffering… the world already has so much of it.”

“You do know it’s necessary, don’t you?”

“The invasion? Issuing punishments? Yes I understand those are necessary. The swarm couldn’t continue as it had out here. It hasn’t made it any easier to watch. I want to apologize again, I had no intention to defy you. I just…”

“Just don’t let it happen again Shade. I don’t care how you ‘feel’ about pony suffering, I expect you to let my decisions run their course. If the ponies are rebellious and need to be cowed, I will not coddle them. You are my head vanguard Shade, and fortunately, you are hard to replace. Don’t set a poor example; make your loyalty unquestionably clear.”

“Of course my queen.”

“Good, now I can go back to having fun.”

The two changelings trotted towards the entrance of an old tunnel they both knew. Both of the ponies were still suspended by Chrysalis’s magic, and were tugged along. Right before they entered the dark space the queen stopped, and drew in a long breath through her nostrils.

“It hasn’t even been a month since we left for the invasion, and the place still smells foul as ever.”

“Indeed, coming here between trips to urban Equestria has been a perpetual reminder. No changeling should have to live in these conditions.”

“Shade, take your apple pet, and show her why you keep her in a cage.”

The queen’s double iris eyes glinted with a hint of sardonic glee. The orange earth mare was levitated in front of the vanguard, and promptly dropped. Muddy and matted Applejack let out an ‘oomf’, as she hit the ground. The pony eventually righted herself, and nothing appeared to be sprained or damaged, just her dignity.

“I’ll take this Sparkle, and see if she is as bright as her name’s sake. Don’t wander too far off, you know what happens if you do.”

“Yes my queen.”

They entered the tunnel, the queen still dragged Twilight through the air and Shade got Applejack to follow him.


After the queen and Twilight broke ahead a little way, AJ managed to find some words.

“What was all that, back there?”

“A bunch of dead changelings, I figured that was obvious.”

“Well, why? All of you just get torn up and eaten out here? Why did y’all live out here of all places?”

“In a way, all those beasts are less dangerous to deal with than you ponies. They’re not as smart or as coordinated.”

“Why try so hard to avoid us? If ya needed something’, and approached reasonably, I’m sure we coulda done somethin’ to help ya out.”

“That sounds like a nice rationale, but there are a few problems.”

Shade flashed green and the tall vanguard’s form disappeared, to be replaced by Big Macintosh’s large body. The mock form of her brother jolted AJ’s senses. In Big Mac’s voice Shade carried on, he even nailed the accent perfectly.

“Hey sis, I gotta lil’ secret to share with ya. It’s somethin’ that I’m not sure you're gonna like. Ya see, I’m not actually a pony, and I’ve been feedin’ off your emotions since I’ve known ya. This is what I actually look like.”

A flash of green and Shade was back to his normal form. He smiled wide, and exposed his sharp teeth. His wings also gave a complimentary buzz. AJ shook her head and blinked a few times.

“I just gotta know, my brother isn’t actually one of you changelings, is he?”

“No, your brother was always a pony.”

“Good, some things can just make ya question.”

“Don’t worry, it’s very easy for changelings to sniff each other out. I was near your brother when he was caught. He is most definitely a pony.”

Applejack stopped her trot forward and sat down. Her countenance fell, and she drug a fore-hoof slowly through the dirt. She didn’t look toward the vanguard anymore. The posture of the orange pony slumped.

“Well, why is it ya have to keep us caged?”

This drew out a long sigh from the vanguard, he didn’t like the queen’s diminutive words repeated out of this pony. Who he thought should just be living her life as normal. A look back to the graveyard of his own kind gave him the courage to move forward.

“I suppose it goes back out there. To say things were bad here is a terrible understatement. Most changelings lasted only four or five years. It’s been going on like that decades before I can remember.”

“What? Four or five years? That’s not even long enough to replace yourselves… is it?”

“Oh, I guess I should explain a little more about how we work then. I forgot you ponies take a long time to grow up. Your kind take until your teen years to reach adult size.”

In a quick burst of flames Shade’s form shrank. Little baby grub Shade hopped up to where AJ sat. He put a tiny hoof on hers to grab her attention. She looked at his childish features and cracked a smile, it was kind of cute, in the same way baby crocodiles and lions are…

The infant Shade wiggled his short tail and twitched his ears. His little legs had no holes in them. When he spoke, it was a squeaky childish voice.

“Conception to birth is two or three weeks. Then is takes around a year for us to hit full size.”

The little changeling that was Shade altered his form in rapid succession. He stopped at the various stages of growth for a few moments each, until he was his mature size again. Applejack’s expression had turned quizzical.

“Wait, so if ya grow up so fast, are ya dying of old age at four or five? Y’all sound like rabbits.”

“No, we can live as long as ponies, or longer. Most of us have just starved, or have been killed before we live up to our potential. The more love a changeling has access to, the longer we can live.”

“So how old are you? Are ya younger than mah sister?”

“I’m twenty eight, however, that compares to your sister. It’s rather ancient by most changeling standards. The vanguards tend to live longer, since we get to carry love collected for the swarm and spend the most time outside the Badlands.”

“Huh, well, you didn’t seem like a five year old anyway.”

“Not sure if that’s a compliment, but thanks all the same.”

Up ahead the glow of the queen’s magic had gotten fainter, so Shade gave Applejack a soft nudge
“We better stay close to the queen; her presence deters some of the more malignant creatures around here.”


The two of them continued their trot down the tunnel. As they got deeper the walls transitioned from earth and stone to some green resin material. Much like the changeling slime, but it was dry to the touch, and not sticky.


Chrysalis had kept Twilight in her magic the whole time. The fear induced coma had worn off, and the purple equine realized who she was still near to.

She pouted and crossed her hooves while she was dragged through the air. If she gave the queen a lively response to announce her alertness, she may very well be subjected to another cruel joke. She was probably going to be subjected to another one anyway, but no need to provoke extra attention.

Soon the tunnel widened and opened up into a massive cavern. Green resin material lined all the surfaces, and gave an eerie feel to the place. It reflected light well, and kept the place lit, even though it was deep underground. A small hole was open in the central part of the ceiling, and let additional light bleed through.

The giant changeling seemed to pay the purple unicorn no mind, as she walked along a routine path. The center of the cavern was a large mound, with scattered material all around it. Chips of dark brown material littered the top, and a crude make-shift throne sat at it’s center. It was a throne carved out of patchy drift-wood. The unicorn was harshly dumped on it.

The hard surface did not feel comfortable on Twilight’s stiff and sore flank. She grumbled inaudible words in complaint. The queen looked down on the lavender equine, and a lethal smile crept up her muzzle.

“Would you like to own a kingdom Twilight Sparkle?”

“W-what? No I-”

“But Queen Twilight has such a nice ring to it. Oh, but you’re a pony, so it would have to be Princess Twilight right? I never understood why Celestia insisted on calling herself that, maybe to make herself feel younger. Still Princess Twilight Sparkle, HA! The notion, isn’t it funny…”

Twilight’s mouth turned plum sour as she rolled her eyes. She did not enjoy the queen’s antics. The giant Changeling started to circle around the throne at a slow pace. Every time she passed by the unicorn, she whipped her in the face with her blue-green tail.

“No, only a changeling can be queen, though I own an empire now... I should go by Empress Chrysalis! Hmmm, though any subjects with a lisp would not be allowed to say that. Empwessss Cwisssahlysssss, can you imagine, no, they would just have to call me queen.


After one particularly unpleasant smack to her muzzle, Twilight lost her temper a little and sprung up from her seated position. Magic fizzled and failed to escape from her slimed horn again. The purple equine was in danger of cracking a tooth, because her jaws ground together so tightly.

Amusement flooded over the queen’s face and she ignited her horn, the unicorn was lifted off of the throne and somersaulted slowly through the air. Twilight never hit the ground, but soon became dizzy from the circular motion.

“What, you want to hear something with real substance to it? I suppose I can take you to the well of memories. There is a particular changeling I would like you to meet there.”

Chrysalis’s lethal grin devolved into snide smile. As the purple unicorn somersaulted in tow, the queen walked to the entrance of another chamber.


Shade and Aj entered the throne cavern, and sat to a far edge. They saw Chrysalis as she walked around with Twilight, who spun the unicorn endlessly through the air. The farm pony disliked her friend’s treatment, but was not in a position to challenge it. AJ felt fond of her stable equilibrium at the moment, and decided to simply ask more questions while she was here.

“So I remember something about you changelings earnin’ names. Is that right?”

“Yes, that’s correct.”

“So how’d your queen earn hers? Or does a queen have to earn a name?”

“She is the one who invented the chrysalis-cocoons. The pods that keep ponies trapped, and store their emotional energies. Combine that with the vanguard’s efforts to collect love for the swarm, and a lot more food was available under her rule.”

“So she made a new way to foal-nap…”

“Targets were chosen as discretely as possible. We couldn’t have any ponies go missing that would cause suspicion and investigations. Ponies on ‘dangerous’ expeditions and orphans were generally preferred.”

“That’s horrible.”

Shade cringed as he thought back on some personal experiences, not all of which were bad.

“I would call it a mercy in some instances. Some of those expedition ponies would have died anyway. Several orphans in Manehattan would also be left in unfavorable situations. Instead, they helped keep the swarm alive and in exchange get to stay in a blissful dream world.”

“So what happens to all of those innocent ponies now?”

There were a few moments of silence as the two thought about their exchange. The queen had moved on to another tunnel, and her faint green magical light grew dimmer. Both the earth mare and vanguard got up to follow. Shade gave his honest opinion.

“I don’t know. There are a few things the queen could do with them. It would be convenient to just place them with the rest of the prisoners in Canterlot. That’s probably where they are right now. It is generally preferred to gather love from free ponies though. We’ll just have to see what the queen decides.”


Eventually Twilight went from somersaults through the air, to somersaults on the ground. The poor unicorn was flipped over and over. After one roll, the unicorn’s horn was pressed into the ground, where it stuck fast.

Chrysalis left her in that undignified position, and trotted forward into a smaller chamber. The glow in this room was blue, and the reflections of liquid played along the ceiling.

The lavender equine placed all four hooves on the ground, and yanked backward. She successfully removed her horn from the ground on the fifth tug. A loud ‘pop’ echoed in the small room as Twilight fell back to her haunches. Twilight’s eyes spun around in her head for several moments, the disorientation almost made her sick. After a period of time, she eventually stabilized, and her purple eyes roamed the room, but she couldn’t spot the queen.

Her brow furrowed in concern, did the queen just leave her here? Deep underground, without her magic, in the badlands full of flesh eating parasites, and other monsters that would eat her even faster!


Strange enough, the purple unicorn felt worried that the queen wasn’t there.

A blood curdling shriek split the air, and a large object pushed over Twilight where she sat. She also screamed and flailed around her front hooves in fright, she was on her back and something was on top of her. Twilight’s eyes found what was on her, and her hooves pushed it back slightly.

Visual processed in 3…2…1…


A changeling skeleton held together by a few green sinews was draped over the little librarian pony. It was a very large, around Chrysalis’s size.

The empty sockets of the eyes stared back into Twilight’s terrified fleshy ones. In a desperate scramble, the lavender unicorn managed to get out from under the dried white bones. She turned around and started to gallop towards the throne cavern, but was stopped when she was grabbed by a green aura.

“That’s not how you greet royalty Twilight! Now, give queen Shellish the respect she deserves. eheheh HAHAHA”

The voice of Chrysalis cackled edgily at the end. Ms. purple equine was in danger of shattered teeth again, as her clenched jaws nearly reached critical pressure.

“Stop! Just stop with all these stupid scares. I am done with them!”

“Yet you keep falling for all of them. I mean, there is nothing remotely threatening about old bones, yet you still squeal.”

“Uuuugggggg, you said you actually had something of substance to say here, so say it already. Then you can put me back in the dream land and I’ll be done with you.”

The queen of the changelings let out a sigh and floated the skeleton back to it’s position by the wall. It sat next to several other equally tall and regaled skeletons. Chrysalis turned to a small pedestal in the middle of the room. It was the source of light which reflected off of the ceiling. She waved a hoof over it slowly, and caused the light to dance around her shadow.

“This is the single most important thing the changelings have inherited over the centuries. It has been passed down from one royal to another, long before Celestia and Luna came to rule.”

This caught the purple unicorns attention, Chrysalis’s tone had actually calmed down to something relatively serious. The time for taunts and jeers had ceased for the moment.

A muffled sigh of disappointment escaped from Twilight, as she realized she had nothing to take notes with. If Chrysalis was really going to talk about history that far back it would be shame not to have it noted somewhere. Not that she would be allowed to keep it, another sigh escaped her lips, she would be back in another green capsule soon.

“Come here little Sparkle, and take a look.”

Seeing no reason to argue, Twilight went and took a look.

The pedestal was low enough for the unicorn to put her face above it and look down. What she saw surprised her. In the middle of the pedestal was a deep hole, which was filled with a bluish, crystal liquid, and appeared to go down forever and ever. A slight mist wafted from the surface, and light danced like fire from it’s core.

“Lean back for a moment.”

The unicorn did as instructed, and dodged the liquid as it was raised out of it’s container. Chrysalis’s eyes glowed with emerald radiance as the liquid kept pouring upwards out of the pedestal, as if gravity had no hold on it. The crystal blue liquid snaked it’s way around the ceiling until it surrounded the whole surface. The pedestal never seemed to empty, and eventually the walls were obscured by the semi-transparent substance as well.


The giant changeling and unicorn were in the midst of a near spherical wall of blue radiant liquid. The substance became still as glass, and faint images danced in the opaque material.

“This is the well of memories Twilight. It contains selected experiences from royal changelings who decided to contribute to it over time. I go through it at the rare times I need advice, and I’ve made some contributions of my own.”

“Why are you showing me this? This seems rather personal.”

“I don’t have another royal to currently share it with, and besides, you’ve earned the smallest amounts of my respect. Even Celestia and your own brother were utterly fooled by my guise, but you, you were the only one that could look past the facade of simple wedding jitters. Laughable really, but still, you didn’t let your friends cloud your judgment, not when it came to something of actual importance. So for that, I’ll let you see this.”


The queen reached out and tapped the placid liquid, which caused a ripple throughout the entire bubble. It’s bluish opaque surfaces swirled and the colors changed. When it settled it felt almost as if they shifted locations. It was a bright sunny day, and they were in the middle of a field of green grass.

Twilight looked down to make sure they actually hadn’t moved, the floor under her hooves was still the same dull resin, until she looked up to the illusion around her. The pedestal and Chrysalis were right next to her as well.

In another swirl of colors the scene shifted and they were now on top of a hill. The green fields seemed to extend to the horizon, and a nearby mountain range. It was relatively peaceful, Twilight could even experience the gentle spring breeze of the atmosphere. A small town was nearby and the bustle of a little activity showed that it was occupied.

The quiet observation of the scene was interrupted by the sound of a small creature as it sprung through the grass. Twilight’s eyes caught a small dark shape pass right by them, and it stopped once it was near another, larger shape.

“Queen, are we going to eat, I’m hungry!”

A high pitched chitter came from the smaller form. Twilight focused her eyes on it and saw it was a short changeling. What appeared was in fact, a filly sized Chrysalis. Her mane was short, and still it’s blue-green color. The little changeling looked hungrily at the small town, and smacked her lips.

“I’m afraid not little royal, that village is full of suspicious ponies. It would not be safe.”

The taller form that spoke was a giant of a changeling, as large as adult Chrysalis. However, this changeling had a purple mane, with orange highlights.

“But Shellish! Couldn’t we just go down there and take it? We have hundreds of changelings, and they’re only a few ponies.”

“That’s not how we do things little royal.”

“But I’m hungry!”

“You should be more fearful of the ponies, If we took that village more ponies would come, and right now we are too weak. You don’t want to fight with the ponies little royal, you will lose.”

“How do you know? We could just hide, we could beat the new ponies.”

“I won’t risk that little royal.”

“But I’m hungry!”

“Then go see if a vanguard has come back, I’m sure there’s one.”

Filly Chrysalis turned away and slowly walked down the hill kicking loose pebbles as she went. A glum pout had come over the young, royal changeling, and when she was out of earshot she muttered.

“I already checked before I asked you… stupid queen.”


A sudden gasp escaped from Twilight when she heard the small Chrysalis say that. She had almost forgotten they were in the midst of a scene from memory. The adult Chrysalis stood there with a frown on her face, and shook her head. The unicorn turned on the living queen with a scold in her tone.

“Was that your own mother you were calling stupid?”

“Shellish my mother, HA! No, I was born from a common drone and sentinel pairing.”

“Huh? How does that even… work?”

Chrysalis smirked while she put a hoof out to wipe the current scene away. They were now in the midst of a forest. A swarm of changelings lounged among the trees, and sat in lazy reclined postures. A few buzzed through the densely packed trees, and landed in a small clearing.

The moment the flying changelings landed they were swamped by a large number of bodies. The queen indicated the tall spotted changelings that just landed.

“There are a few types of changelings, just as you have a few types of ponies. Those are vanguard, and they have been the lifeblood of the swarm for eons.”

Twilight noticed the tall spotted figures, who opened their mouths to the crowd that surrounded them. A transparent shimmer passed between them and the dozens of changelings that swamped them. There was a pleased chatter among the recipients, and a clamor for more. The vanguard changelings shook their heads and backed away.

“If it weren’t for their quick ability to adapt to nearly any social structure, we would have starved, or be driven by hunger into some suicidal war.”

This brought a grimace to Twilight’s face, and she uneasily scraped the floor with a hoof. Chrysalis wiped at the scene again, and the swirl of colors heralded yet another change in scenery.


“The sentinels insure that swarm operates safely. Our secluded hiding places have been chronically dangerous.”

As the spotted changeling vanguard flew through the forest, large heavily scaled changelings advanced next to them. The group was attacked by a pair of flying manticores, and the large sentinel changelings moved to intercept.

The vanguard made it away safely, while the sentinels kept the beasts distracted. Twilight looked away when one of the manticores started to chew away on a changeling’s neck.

Chrysalis changed the scene several more times. It was the sentinels that kept hydras, chimeras, cragodiles, ursas, dragons, and other monstrosities distracted.


“The drones have also made invaluable contributions. It was their hooves and resin that built our shelters in these hostile places.”

The whirl of shifted images placed them underground, where hundreds of drones excavated the earth, and lined the tunnels and chambers with tough resinous material. The army of worker changelings sealed off entrances and blocked possible intrusions into the swarm’s place of rest.

The purple unicorn turned the giant changeling who watched the activity with her.

“Then what is a royal changeling for? And you said your parents were a drone and sentinel?”

“It’s good to see you’re paying attention little Sparkle. Royals lead the swarm, there have only been a few of us at any one time, as we are a rare result from interbreeding within classes. It is our responsibility to keep the swarm level headed and healthy, as the changelings types don’t naturally get along. Vanguard could easily be selfish and hide among other species. Sentinels often try to rule with brute force, while drones could use their numbers and shelter skills to levy advantages. It is the royals that make them work as a unit.”

“How do you manage that?”

“Changelings exercise a mental magic with each other, similar to a hive mind. Typically changelings can only communicate with others of the same type this way. Drones with drones, sentinels with sentinels, and the vanguard with themselves. Royals transcend that barrier, and communicate with the whole swarm. My mental presence wrinkles out dissenters, and reminds every changeling of our interdependent existence.”

“Has every royal changeling been good at their role? You didn’t seem to think so back there, with Shellish.”

“HA! At least you catch on. No, not every royal has done well by the swarm. Shellish is the reason we ended up here in this dung heap.”

“What happened?”

Chrysalis’s pursued her lips, and she wiped the scene yet again.


They were in the throne cavern, and Shellish was on the wooden throne. Angry hisses bounced about the chamber, and dozens of changelings snapped their fang filled jaws aggressively. A young adolescent version of Chrysalis was off to the side, partially obscured by the swarm of frustrated changelings.


“It was more than just that town, Shellish wasn’t willing to risk a hoof over.”

Chrysalis’s next words were made in a mock tone.

“We have to withdraw our infiltrators from the griffin kingdoms, they were at war, and it was deemed too risky. Oh, and we can’t get anything from the minotaurs either, I believe they’re working on something g which might possibly lead to our discovery… then again their love wasn’t very good anyway. Saddle Arabians? No! Prench ponies? No! Western Isle of draconequi? Forget it!”

“There’s a western isle of draconequi?”

“Tanget, little Sparkle.”

Chrysalis booped Twilight on the snout.

“As I was saying, everything was too risky for Shellish. She kept withdrawing and retreating from potential food sources. In the pursuit of saving changelings, she ended up causing more deaths. Her passiveness led to great starvation within the swarm.”


The angry swarm started to chant, it’s collective voice rose over and over. ‘New queen’, ‘New queen!’ ‘New queen!’ and they advanced towards the throne. Shellish recoiled where she sat, her double iris green eyes became terror struck.

One large changeling buzzed it’s wings and flew up to the purple-maned royal changeling. It pointed a hole riddled hoof that bridled with accusation. It was clearly a sentinel that made the forward movement.

“You have failed the swarm Shellish! And the swarm is finished with you!”

“I’ve only kept the best interest of the swarm in mind!”

The accused queen stood on her hooves and flashed her eyes green. The angry sentinel flinched, but glared back at the queen with even more fury. Shellish now had shock written all over her features, and she cowered back a little.

“Your hold is so weak you can’t even command me anymore. We shall have a new queen!”

“Evisect stop this, I can still lead the swarm.”

“You have failed! Now you will pay the price!”

The large sentinel landed near the queen, and opened his maw. The rest of the swarm in the room advanced with open mouths. A general inhale echoed around the room. All had advanced, except for the young and watchful Chrysalis, her face was contemplative.


Shellish screamed at the hungry horde, but she could in no way dissuade them. She had lost her power over them, and could only watch in horror. With a sudden buzz of activity, the entire swarm within the room jumped at the throne. Drones, vanguard, and sentinels all filled the air, and it became a disoriented mess.

A few moments later it all calmed down, and the bustle of changelings spread out to leave room around the throne. There lay Shellish, all color drained from her, and eyes left wide open. She no longer breathed. The swarm was now very quiet, their angry fervor had been spent.

The sound of hoof falls bounced off the resonant walls, and the young Chrysalis stepped up to the throne. Her eyes flashed green, and a pair of drones buzzed up next to her. In silent communication she nodded to the body of the former queen. The drones picked up the lifeless and discolored giant, and hauled her from the wooden seat.

A green aura gripped at the crude little crown that had fallen off of Shellish’s head. It was raised and placed in Chrysalis’s blue-green mane. She turned about to face the swarm and reclined into the throne, that was now hers.

“New Queen!”

The chant began again, but this time it was with a different kind of eagerness. There was anticipation, with many changelings stomping on their hooves, and buzzed their wings. The young queen soaked in the energy emitted by the enthusiastic swarm.

“Tonight! We feed!”

Harlequin iris eyes flashed from the new leader, and wave of magical energy erupted forth. Every changeling had a clear picture in their mind, and the throne cavern began to empty. They had new commands, new orders, and hopefully, a new future.


A tear threatened to fall from Twilight’s eye, but for what reason she couldn’t tell. Whether it was the horrible scene she just witnessed, or the suffering that played before her, it was too much to comprehend at the moment.

The swirl of light from the well of memories started to recede. Chrysalis guided it back into it’s place within the pedestal. The liquid was silent with it’s movement, and the unicorn hardly noticed when it was gone.

The queen changeling walked over to a small dug-out cupboard, and rolled out a large, hollow, resin sphere,. With a small flash of magic, a hole was made, and Chrysalis started to siphon the liquid from the pedestal into the sphere. It took some time, and the queen looked over to unicorn. She noticed the conflicted face, and that brought a smirk to her fanged muzzle.

“Rather entertaining wasn’t it, ehehehe”

“I pity you…”


“I feel sorry tha-”


The outburst from the queen nearly shattered her focus, and she almost dropped the memory liquid. Twilight flinched and shielded her face with a hoof. After she snorted indignantly a few times, Chrysalis regained her composure, and seethed.

“I will not be pitied by food. In fact what is there to be sorry about? I’ve led the swarm to greater success than any royal before me!”

“I’m sure if you just asked Celest-”

“Would you ask your salad to determine your future for you? Would you even consider submitting to something you should be feasting on? No! I will determine the changeling’s future! There is only one thing you should understand by the end of this venture. You are food… I may give my new pony kingdom the fertilizer of leniency and some liberties, but I also need to weed out bad crops.”

The purple unicorn became crestfallen. Nothing she could say would make a difference here, so she chose to remain silent, a tear escaped from her eye.

A few moments of silence later and the resin orb was filled. The memory liquid sloshed quietly within its new container, and Chrysalis sealed it off. The orb was rolled forward, and the queen kept up behind it. When she neared the little unicorn, she gave her a harsh shove.

“I’m not carrying you everywhere, get on your hooves.”

The melancholy unicorn obeyed slowly, and trotted after the queen, who trotted after the orb.


Shade and AJ waited patiently outside of the chamber the queen and Twilight had retreated to. Both of them had stopped their talk a while ago, and simply enjoyed the silence.

The sound of a large object being rolled along alerted the two equines. They both stood up and looked down the short tunnel. An orb as tall as a pony rounded the corner first, and was quickly followed the queen and a sad unicorn.

“I hope you had fun talking to your apple pet Shade, it is time to go. I’ve picked up the other important item of business; there is no reason for us to return here again.”

“Yes my queen.”

A fiery green portal was opened there in the throne cavern. The ponies were allowed to walk through it this time, followed by Shade, the orb, and lastly the queen.

Once the equines departed silence echoed with an overbearing presence in the throne cavern. Light faded and it became pitch as black.

Author's Note:

Lul, the longest chapter yet!!! yay me.

Here are some purty pictures I drew with a wet noodle and powdered graphite. Cuz I like to doodle.

a lil' group shot of some characters.

concept for a changeling sentinel

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