• Published 9th Jun 2012
  • 52,044 Views, 389 Comments

The Three Sisters - Wanderer D

Shining Armor and Cadence's spell reveals something completely unexpected.

  • ...

The Three Sisters

The Three Sisters

By Wanderer D

She watched as the bubble of red energy expanded from the forms of Princess Cadence and Shining Armor, burning bright and strong: a fitting retort to her sister’s bragging about power and uselessness.

Queen Chrysalis’ eyes widened in shock and horror as the magic slammed into her. “Noooooooo!”

But her resistance was for naught. The bubble expanded, sending the changeling queen crashing through the window and into the distance, her scream trailing behind her like a fading nightmare.

Around her, Twilight and the others smiled and closed their eyes, letting the bubble pass harmlessly over them.

She braced herself. “Goodbye, girls...”

Eyes snapping open the moment she heard the faint whisper behind her, Twilight turned around, her confused gaze turning into horrified realization the instant the bubble hit everypony.

The changeling shuddered. The bubble was wonderful and horribly painful at the same time. The epitome of pure, unadulterated love mixed with the strongest magical shield a pony whose talent was making them could muster.

It was... exquisite.

One power feeding and strengthening her thanks to being an indirect recipient of the pair’s desire to protect and heal their friends, whilst the second part of the spell forced all changelings out Canterlot.

She cried out in pain and bliss as her coat burned away and her mane disappeared in a flurry of green flames. She was slammed against the wall, the shield threatening to crush her. Her legs turned jet-black, revealing the holes that went clear through them. She could feel her facial structure change: her muzzle becoming sharp, rather than curved, fangs growing out while her body thinned and insect-like wings protruded from her back.

The pressure was incredible. She truly felt she would be crushed like a bug. She closed her eyes and allowed a smile to cross her features as the wall slowly started to sink in around her. She hated to leave a mark like that on the walls of the castle but... unlike her sister, she didn’t have an escape route.

Just when she thought her insides were going to become mush, the bubble dissipated and she collapsed like a ragdoll to the floor.

The next moment, five wide-eyed ponies stood around her, the looks on their faces telling her more than words ever could.

“G-girls...” she croaked weakly, “d-don’t let my sister see me...” She coughed. “Don’t... let her... know...”


“Sis! Sis! Look! I managed to turn into something else!” Pupa shouted, trotting into one of the hive’s royal quarters. Like Chrysalis, she did not have the multifaceted eyes of the common changeling drones, sharing the more expressive eyes of royal changelings that her sisters, Cocoon and Chrysalis, had.

Chrysalis sighed and looked down at her younger sister. “Pupa, can’t you see I’m busy? I have things to do! Changelings to impress!”

Pupa’s eyes shimmered with tears as she looked up pleadingly at her older sister

Chrysalis gritted her teeth. “Fine! Just be quick about it!”

Pupa nodded enthusiastically and closed her eyes, concentrating. Her little jagged horn shone with green light as her body was encased in energy. Soon, her black exoskeleton had been replaced by fluffy pink feathers.

She opened her eyes and stood proudly in front of her sister, who had her mouth open in awe at her amazing feat. “See? I’m as good as you!”

Chrysalis shook, then started laughing as she collapsed back.

“What is this ruckus?” Cocoon asked, entering the room, directing her glare at Chrysalis.

Chrysalis, still laughing, lifted a shaking hoof to point at Pupa, who was looking at both of them in confusion.


“What are you doing, Pupa? That is ridiculous!” Cocoon growled, making a sweeping gesture with her hoof, “return to your own form at once!”

“B-but...” Pupa whimpered, “I finally did it! I finally transformed!”

“Gah,” Cocoon shook her head in annoyance. Magic flared around her horn and a simple mirror materialized in front of Pupa.

The changeling gazed into it and her eyes widened in surprise. She had not transformed into a bird like she had hoped. Rather, her body suddenly had pink feathers sprouting from it, but it was still that of a little changeling princess. She looked completely ridiculous.

“Really,” Cocoon kicked Chrysalis in the hindquarter. “Do you have to encourage her? We’re princesses! We need proper decorum and simply laughing at her is not helping!”

“Oh, come on, Cocoon, you can’t tell me you don’t find this hilarious?”

Cocoon shook her head, nodding towards Pupa, who was sitting in front of the mirror, sobbing. “A moment of fun for you comes at the cost of her hopes. I might be cold in pointing out her flaw, but at least I didn’t laugh at her.”

“Whatever,” Chrysalis, said, waving her hoof. “I don’t care, I have better things to think about. Like what to do when I’m the queen.”

Cocoon’s eyes narrowed. “You mean when I am,” she corrected, “I am the eldest, sister.”

Chrysalis rolled her eyes. “Yes, I know... but that won’t mean anything once I prove myself better than you.”

Cocoon growled, “We shall see.”


A pair of voices woke her up.

Predictably she was in a dungeon, because, why not? It stank. Her eyes explored the cell while standing up.

What else could she have expected to happen when her secret was revealed?

A voice made her tilt her head. She could not see the ponies talking, but she could tell that they were just around the corner at the end of the the cellblock.

“I insist on meeting with her!” Twilight Sparkle’s voice sounded very annoyed indeed.

“The prisoner is unconscious,” a male voice responded.

She sighed and decided to call out to Twilight. “I’m awake now! I could use some visitors, dear... it’s rather drab in here, isn’t it?” She used her powers, allowing green energy to surround her. She felt herself reduce in size, chitin becoming soft fur and the long fin on the back of her head fading into a luxurious mane.

Twilight and the guard rounded the corner and gawked at her.

“Sorry, Twilight, I’m afraid this is the best I could do at such short notice and–”

“Stop it!” Twilight Sparkle ordered angrily, pacing in front of the cell, “don’t do that, don’t you use her face, her voice...” Twilight gritted her teeth. “What did you do with her? Where’s Rarity?”

Rarity sighed and sat down. “What if I told you that I am Rarity? That I’ve always been since before I met you?”

“I don’t believe you!” Twilight snapped, “Rarity is a pony,” she pointed out, “she’s my dear friend and an Element of Harmony... not- not an impostor!”

Rarity sighed once more. “Twilight...”

“Don’t you dare ‘Twilight’ me!” Twilight Sparkle ordered, “I have a little filly asking for her sister up there, and a real wedding to plan and-”

“Sweetie Belle!” Rarity shot to her hooves. “Is she alright? No changeling harmed her, did they?”

A little taken aback by the changeling claiming to be Rarity’s reaction, Twilight stepped back. “N-no, she’s fine. The changelings were very careful with the young.”

Rarity shuddered and smiled a bit sadly. “Yes, I imagine they would be. I’m glad she’s okay... she... she doesn’t know... right?”

Twilight eyed her warily, but, after a moment, shook her head.

“Oh, thank you, thank you, Twilight!” Rarity slumped down in relief. “I don’t know what I would do if she ever did find out... she’d be devastated and confused! She would never understand...”

“Understand what?” Twilight groaned in confusion, “this is a very convincing act you’re pulling, but you can’t be Rarity! She has pony parents! And she’s lived all her life in Ponyville!”

Rarity rolled her eyes. “Really, Twilight, I know my story well enough.”

“Rarity’s story, you mean,” Twilight corrected, “or are you going to lie and tell me that you even made up how you- she got her cutie mark? You can tell me you’re Rarity, but your story is full of holes!”

“If–” Rarity cut off, scratching at the floor with her hoof nervously. “If I’m going to do this... please bring the rest of girls with you... I want you all to hear it at once.”

Twilight’s eyes were pained. “I want my friend back. I want to know she’s safe.”

“Please, Twilight... I’ll tell you and the girls everything. You can even bring the princess with you, if you wish.”

Twilight sighed and nodded to the guard, who nodded back and trotted away.

Rarity gave Twilight a shaky smile, then sat down, closing her eyes.


The three princesses walked past the droves of drone workers as they built more of the hive.

Pupa paused, looking with worry as one of them fell under the extreme weight of the rocks it was carrying on its back, a resounding crack and the twisted shape of its leg made it clear what had happened.

Chrysalis rolled her eyes. “Dispose of him! He’s delaying the construction!”

“But, sis!” Pupa jumped up. “I’m sure he could heal!” She looked up at Cocoon, who raised an eyebrow.

“What would you have us do, Pupa? It’s always been like this.”

“But... it’s not fair!” Pupa wailed as two more changeling picked up their injured brother and carried it away. She looked pleadingly at her sisters. “When we get injured we are always healed, why not them?”

“Silence!” Chrysalis growled, “they are drones, and we are princesses! That’s the way it works! They are barely capable of individual thought. If one fails we replace them!”

“But!” Pupa’s eyes became watery.

“Pupa,” Cocoon put her hoof on her younger sister’s shoulder. “Come, we are expected.”


“To prove your worth, the three of you must complete a simple quest.” Queen Metamorpha looked down at her three daughters. “The quest must be completed successfully for any of you to gain standing.”

The three princesses nodded, the youngest looking particularly nervous.

“Make no mistake,” their queen continued, “whichever of you three brings the gems will gain my favor. You must show your strength.”

“That will be me!” Princess Chrysalis declared, taking half a step forth.

Cocoon snorted. “We will see about that.”

Pupa cringed. “I-I don’t know if...”

“Pupa.” Queen Metamorpha’s voice made her look up into her mother’s eyes. “You are a changeling princess. If you cannot show your power, you are not fit to rule. If you are not fit to rule, you are simply useless.”

“Yes, queen...” Pupa said after a moment of hesitation.

“Now, go. Bring me the gems!”


The three princesses flew out of the hive as fast as they could while still keeping each other within sight.

The drones had cleared away the injured changeling and there was nothing left of him save a stain on the floor, which was being cleaned as they passed.

Pupa forced herself to look straight ahead and pretend indifference, despite burning with worry about the drone’s fate.

“Well, this will be fun,” Chrysalis snorted.

“Where should we go?” Pupa asked worriedly, “I can’t fly too far!”

Cocoon and Chrysalis looked at each other.

“I’ve heard there is a quarry not far from here where it is usually easy to find gems,” Chrysalis said, “It would be a simple matter to get there and then separate and search for the best gems we could find.”

“What type of gems should they be?” Pupa asked.

Cocoon shook her head. “Pupa, did you fall asleep again during your class? There’s only one type of gem that could interest a changeling.”

Pupa’s eyes went wide. “You mean we have to find—”

“Empathy Gems,” Cocoon nodded.


“Wait an apple-pickin’ minute,” Applejack interrupted, looking across the bars at Rarity. “What in tarnation is an ‘Empathy Gem’?”

Rarity smiled. “Oh, it’s just the most amazing gem!” she gushed, “It looks like a normal one, but something in it allows emotions, among other things, to be infused into it. Any gem can contain magic, but Empathy Gems are powered by intention as well as magic. Changelings use them for really powerful items, or in some cases Gala dresses.” She winked at Applejack, who looked slightly perturbed. “Oh don’t worry, dear, the only emotion in the Empathy Gems I used for your dresses was love.”

Applejack snorted. “Right, an’ y’all expect me to believe that, dontcha?”

Rarity cringed and looked away.

“What happened next?” Fluttershy asked after a moment of awkward silence, giving Rarity a small, encouraging smile.


“Ugh... when is this going to stop?!” Rarity groaned as she was pulled by her horn around the edges of the Everfree and past any known landmark. It had been a while now since her magic had started pulling her towards her destiny.

At first, Rarity had been elated but now... a few hours later... she was just annoyed. “This better be good. I could be designing better costumes for the class pageant!”

Her annoyance only increased when the grass under her hooves became hard rock. What could possibly be located in a wasteland like this?

It wasn’t long after that her horn brought her to stand in front of a huge black obelisk. “A rock?! That’s my destiny?! What is your problem, horn?! You drag me all the way out here for a rock?!” she shouted in frustration, “dumb rock!”

Thus, she was very surprised when a sudden explosion in the air, followed by a rainbow halo thatshook the very foundations of the mountain she was standing on. The shock wave hit the rock, splitting it in half and revealing the hundreds of gems inside it.

Rarity’s eyes grew wide as a smile grew on her face. “Now this I can work with!” She quickly started sorting out the gems and organizing them, ignoring the little rumblings around and below her.

Then the ground caved in under her.


Pupa huddled closer to Crysalis, who had her wings extended protectively over her while the mountain shook around them. “Cryssy...I’m scared!”

“Calm down, Pupa,” Cocoon said, “we’ll be fine. Crysalis and I can transform into diamond dogs and tunnel out if worst comes to worst.”

Chrysalis nodded, allowing Pupa to sigh in relief. “Don’t worry, sis, we’ve got you covered,” Chrysalis’ eyes strayed to the gem-covered walls. “But we haven’t found any Empathy Gems yet...”

“Sister,” Cocoon raised an eyebrow, “surely we can come back after the tremors have settled?”

After a moment the shaking receded and Chrysalis gave her older sister a smug look. “Like now? We have to search for the gems, so you two better get started. I’m going this way!” Having said that, Chrysalis turned around and headed down one of the tunnels before shouting over her shoulder, “Don’t take too long! Remember, on this one, we are each on our own!”

Pupa looked down at the other caverns, deep and dark and shuddered, giving her eldest sister a pleading look.

Cocoon cringed, but shook her head. “I’m sorry, Pupa, but that’s how our queen ordered it to be.”

“But- but why do we have to do this?! I don’t even stand a chance! I- I’m going to be killed and either you or Chryssy will also have to go away or die! Why can’t we just all be happy?”

Cocoon sighed. “It’s not fair to you, sister... you are too young... but Queen Metamorpha is getting old and she needs to choose a successor.”

“But... doesn’t she care?”

Cocoon shook her head sadly, “I’m sorry, Pupa. Queen Metamorpha only cares for the hive and herself.”

Pupa’s eyes watered, “Buh- but I–” she sniffed when her sister didn’t budge and slowly turned to face one of the dark tunnels. “O- okay...” she took a step in but stopped when her sister placed a hoof on her shoulder.

“I won’t be far away, Pupa... if you need help, call. You have been practicing your telepathic link, haven’t you?"

“Ye- yes, sis... I have...” Pupa managed a small, fanged smile as she walked deeper into the cave.


“Ohhhh... my head...” Rarity groaned. She slowly stood up, wincing as recent scratches stung and her legs strained with the effort. “Where- where am I?”

She could barely see from the little light that fell through the crack high above her. She was in a cavern of some sort. At first she panicked, but then she noticed the walls.

“They’re full of gems!” she squealed, running up to the wall and running a hoof over the bumpy surface. Every few inches a precious stone of some sort would glint in the little sunlight that slipped through the cracks above her. “But–” she sighed and drew back her hoof. “Concentrate, Rarity! I need to get out! I have those costumes to make! And I know where this is. I can come back later for more!”

Nodding resolutely, she stepped away from the wall, although her eyes lingered on it a moment longer. She shook her head. “Now, Rarity, you have to find a way out. Gems later!” she turned around, but her eyes strayed back to the walls. “Okay, one. OR two. But no more than three... For now,” she giggled, taking three gems out.

Finally she took a good look around. There were only two ways out. A tunnel and the hole high up above. “Well, I can’t get up there, so the tunnel it is,” she muttered, casting a small light spell. She carefully made her way into it, wincing as her sore body complained. “At least I didn’t break anything,” she sighed.

She started walking down the tunnel, gulping as the light behind her slowly receded. “Calm down, Rarity... there’s nothing here that can harm you... I think...” she whispered to herself. She heard a small scratching sound and jumped back. “Wh-what? St-stay away!”


Pupa’s tunnel got darker and darker. Thanks to her darkvision, she was still able to see pretty clearly, but it was still unnerving. She knew there were things that could hide even from that, and her sister Chrysalis had always relished telling her stories of changelings getting trapped and eaten by monsters.

“She was exaggerating. I’m sure she was...” Pupa muttered to herself, trying to bolster her courage. It was then that she heard the scream.

“Unhand me, you brute! I said let go!” A short pause. “Lemme go!” a voice, young like her own, shouted further up the tunnel.

Pupa froze in place. “Wait...what?”

“Oooh, another little one!” another voice, this one raspy and high-pitched, chuckled behind her. Eyes widening, Pupa whirled around to face the canine creature that leaned down and grabbed her before she could react. “Come with us, little changeling...” the diamond dog cooed, clasping his paw around Pupa’s muzzle, “we’re having a banquet tonight!”


“Oof!” Rarity’s breath came out in a rush as she crashed to the floor of a small cage made of stone. Shortly after, another prisoner was thrown into the cage with her.

It looked almost pony-like, but so different at the same time.

Pupa, for her part groaned as she rolled to a stop and paused to look at her cellmate.

Their horns were different. Rarity noticed immediately. While her own was still growing, it would never stop being slightly rounded at the top and much less sharp than the jagged one she was looking at right then.

Pupa compared her black, chitinous plates to the soft, white fur of her cellmate.

Rarity’s eyes drifted to the hooves. Where her own were almost soft-looking, while Pupa’s legs and hooves had strange holes that went completely through them. Rarity bit her lip as she looked up and met the jade eyes in front of her.

She’s scared... Pupa realized.

…just like me... Rarity thought.

“Aw, aren’t they cute?” One of the diamond dogs chuckled throatily. “What‘s wrong, little pawney, haven’t you never seen a changeling?”

“You’re a pony?” Pupa blinked, her mouth showing a smile for the first time. “I always wanted to meet a pony!”

“I–” Rarity smiled back, a bit unnerved by the fangs in Pupa’s mouth. “I am...” She shook her head. “Where are my manners? My name is Rarity, pleased to meet you...”

“Pupa,” the changeling introduced herself.

“Oh, what a wonderful name!” Rarity squealed. “Will you turn into a beautiful butterfly when you grow up?”


“Stop that!” the diamond dog that had caught Pupa snarled, “food doesn’t need names!”

“Wait...” Rarity’s eyes became wide and started pooling with fearful tears. “W-what do you mean food?”

“You are lunch!” the diamond dog gloated. “First we crack open the little bug,” it pointed a stubby finger at Pupa. “Then we put a spit through you,” its clawed finger shifted to point at Rarity. “And roast you both!”

The pack started laughing until the cave shuddered, tiny pieces of rock raining around them.

“Spot,” one of diamond dogs called the one that had been speaking. “The cave is not safe... that weird explosion is still affecting the cracks... Bowser said that the plates are still moving.”

Spot growled, “Stupid fissures... we’ll eat fast then and get going to the colony.”

The two fillies looked at each other in horror.

“Which one should we eat first, boss?” one of the diamond dogs asked.

Spot growled and rolled his eyes. “I said split the bug open first, didn’t I?”


“How horrible,” Princess Celestia whispered looking at Rarity with a bit of pity. “Not all diamond dogs are like that but... there are wild clans that attack ponies. The Royal Guard has a rough time finding them in their tunnels.”

Rarity sighed and nodded. “Indeed... I had almost forgotten how they looked when they captured me again not so long ago... all that I could remember until then were... the fangs... and the stubby fingers and their awful laugh,” she closed her eyes and shuddered. “That laugh...”

“But... you escaped, right?” Pinkie Pie asked. “You did, didn’t you? I remember your costumes in the play, they were really shiny!”

Rarity arched an eyebrow. “Oh, Pinkie, I didn’t know you were there!”

“Yes I was!” Pinkie grinned, “after Mom and Dad went to sleep, I had to get party supplies from somewhere! And the nearest town to the rock farm is Ponyville!”

Rarity chuckled.

“Wait, we’re going off on a tangent here,” Twilight interrupted. “I want to hear the end of it, and then I want to hear where the real Rarity is.”

Rarity sighed inside her cage.


Pupa’s mind raced. She had to get out. But how? If she transformed into something, she would get caught easily by the diamond dogs. But what could she do? She turned to look towards Rarity, who was looking at her in horror.

Something clicked. Pupa closed her eyes and concentrated hard.

“Well, go get the bug!” Spot ordered, “Bowser, you start the fire!”

“Boss!” the diamond dog that had gone to the cage shouted, “which one’s the bug?!”

Spot snarled and stalked up to them, smacking his fellow diamond dog on the back of the head. “The black one, you idiot!” He looked at the cage and stopped.

Two white unicorn fillies were huddled together, looking at him in terror.

"'Uh, neither one is black, boss,” the diamond dog he had smacked stated, rubbing his head.

Spot growled and sniffed them both, shaking his head. “They have the same scent. Stupid changeling!”

He started pacing, kicking a bunch of spears out of the way. Then he stopped and looked down at the weapons. A smile slowly grew across his muzzle as he picked one up.

“I think I know how we can find out!”

Pupa’s eyes widened. Oh no...

“Sis?” a faint voice echoed in her head. “Are you done? Chrysalis and I have our gems.”

Spot stomped over to the cage and glared at Pupa and Rarity. “Which one of you is the changeling?!” he asked. When no response came, he jabbed at one with his spear, piercing her hind leg.

SISTERS! HELP US! PLEASE HELP US! Pupa shouted in her mind, crying as her new friend collapsed in pain.

“Aaaah!” Rarity screamed, falling down next to Pupa, hooves rushing down to hold the wound.


Spot smiled sadistically as he looked at Pupa and stabbed her with the lance.

Pupa felt the lance pierce her chest and immediately her disguise fell. She felt all strength leave her body as she slumped to the floor, barely able to move or breathe.

“Pupa!” Rarity cried, forgetting her own wound.

How strange... Pupa thought, that a pony I just met cares so much for me but changelings that have known each other all their lives don’t care at all...

“See?” Spot laughed loudly, “this is how you find out which one’s the bug!”

When the wall exploded and two manticores roared into the cave, the diamond dogs were understandably surprised. They were even more surprised as the larger of the pair landed on top of them, its claws tearing through two of them, rending muscle and flesh apart while its fangs sank into the throat of a third.

The slightly smaller manticore batted Spot out of the way as he tried to restore order. His body landed in a heap on the other side of the cavern.

Panicking, the rest of the group ran away, howling in fear into another tunnel. The larger manticore roared and gave chase.

Rarity stared fearfully at the remaining manticore as its claws tore the front of the cage away, but with a quick glance to the barely breathing Pupa, she struggled up, ignoring her injury as she limped in front of the injured Pupa. “Y-you stay away from Pupa, y-you ruffian!”

The manticore blinked in surprise, then its body started glowing a sickly green as its size reduced and revealed the body of another, older, changeling.

“Step aside, little filly, and let me check on my sister...” Cocoon said.

Pupa’s head turned slowly as she looked up. “Cocoon...” she whispered, “you were the smaller manticore?”

Cocoon chuckled. “Chryssy was always better at shapeshifting,” she said gently as she studied her sister’s injury. Unwanted tears pooled in her eyes as she realized how bad the injury really was.

The cave trembled again, more pieces of rock falling around them as the roars and howls receded into the distance.

“Can you do anything for her?” Rarity asked, worried.

“I think so...” Cocoon glanced at the injured unicorn filly. “I have with me some fairly strong Empathy Gems... I could use them and–”

She was interrupted by a much stronger tremor. The cave shook and large pieces of rock started falling around them, crashing on the floor and sending sharp shards flying around them. The tunnel where the diamond dogs had run to escape Chrysalis collapsed, sending a cloud of gray dust into the cave.

“WE HAVE TO GET OUT OF HERE!” Cocoon shouted over the buckling tunnel, but Rarity could barely hear her. The cave continued shaking as more and more of the cave collapsed around them.

Something hit Rarity in the head and everything went black.


Rarity didn’t know how much time had passed when she woke up. But when she did, she couldn’t feel anything. At all. She tried to push herself up, but couldn’t. She looked over her shoulder and gulped in horror. Several rocks had buried half her body behind her. She coughed, spitting some blood onto the hard stone floor under her.

“How... why am I still alive?” she groaned. She could feel her heart pumping fast as she began to hyperventilate. Slowly feeling was returning to her and it felt like she was burning... up to the rocks.

Another groan made her look up. Cocoon stood over her sister’s barely breathing body, barely holding several large rocks in place as their weight threatened to crush her. Slowly, before Rarity’s eyes, Cocoon’’s legs started to buckle. The princess was looking at Rarity in surprise and pity.

“I’m sorry, little filly, it seems this is it for us...” Cocoon smiled and Rarity noticed a trickle of blood on the side of her mouth. “I protected Pupa from the falling rocks... my body is almost completely destroyed inside... I have little time to live...”

Rarity coughed more blood. “C-can we do something for Pupa?"

Cocoon chuckled in surprise. “Oh, little pony... if you two had only met under better circumstances...” She closed her eyes as a thought crossed her mind. She looked at Rarity, who would undoubtedly die here as well. She looked up as the cave shook again. “We might not have enough time, but... there is something we could do...” She looked down at Pupa. “I can use my gems to meld your life force to hers... you both would survive... and not.”

“Wh-what do you mean?” Rarity asked, her vision starting to fade.

“You would both be turned into a new being, sharing both set of memories...” She paused. “You would have to choose which world to go back to...”

Rarity nodded sleepily. “If... if it helps... Pu... pa...” She drifted off to sleep.


“...I woke up, sharing both my memories and those of Pupa,” Rarity said sadly, “I was inside her body and she was there with me. There was no struggle... slowly, we simply faded into each other and all that was left was... me.” She sighed. “I thought about what to do... from Pupa’s memories, I knew I would hate life in the hive... so I changed into a pony and climbed out... the top of the cavern had caved in and created a slope easy enough for me to do so... I used my magic to grab as many gems as I could and... I left.”

Rarity looked down, away from the gazes of her friends.

“I couldn’t bring myself to look back. I knew Cocoon was dead and... I thought Chrysalis was as well... I just walked back to my home in Ponyville... I didn’t talk to mom or dad... I just went straight to my room and finished the costumes. That night... my cutie mark appeared... I was elated... I thought that it meant that, throughout everything, my soul, Rarity’s soul, had survived... and that we–” she stopped and corrected herself. “I really was myself... the rest... well, you already know the rest.”

"How did you survive? Don't changelings feed by stealing love?" Twilight asked.

"I never needed to steal any..." Rarity said with a small smile. "My parents love me, and you girls do as well, I can feel it. And Sweetie... she can be a pain at times, but she loves me so much..." Her eyes teared up. "I couldn't live without her."

The group was quiet, each pony carefully considering the story that had just been revealed to them.

“Ah believe her,” Applejack stated after a moment. “Don’t ask me why... but ah do.”

“Because she’s Rarity, silly!” Pinkie cheered.

“Um... I-I think I believe her as well...” Fluttershy trailed off and cringed. “It just... I mean, she knows about the cutie mark and the school play...”

Rainbow Dash grinned. “Like some stupid changeling could have taken your place!” She paused. "Um... no offense. I'm just saying that, y'know, nopony else could pull off your prissiness!" Her eyes went wide and she coughed. "So um... fashionable. So fashionably prissy!" Rainbow sat down as everypony stared at her. "I'm just going to shut up now."

“Don’t worry about it, dear,” Rarity said before turning her attention to Twilight, smiling hopefully.

Twilight slowly looked up at Princess Celestia, who took a long, considered scrutiny of Rarity.

“I believe her as well, princess,” Twilight finally said.

Celestia smiled and nodded, her eyes still holding a certain amount of pity. “Rarity... you are free to leave... princess.”

Rarity chuckled a bit. “Thank you, your highness, but it’s simply Rarity... and I believe I have a bride’s dress to finish!”

Princess Celestia nodded and headed out of the cell, followed by Pinkie Pie, Rainbow Dash, Applejack and Fluttershy. But Rarity lingered, looking out sadly through one of the dungeon windows. She sighed and turned away.

“Rarity?” Twilight looked at her friend. “Why do you think Cocoon did what she did?”

Rarity shrugged with a pained look. “I don’t know, Twilight... from Pupa’s memories, Cocoon was always a tad aloof; she never went out of her way to spend time with me... with Pupa... I still wonder... what was she thinking? She could have saved herself and left us both to die...”

Twilight sighed and nuzzled her friend. “Maybe we’ll never know...”


Years ago...

Cocoon grimaced and clamped her eyes shut. “Hold on, little pony...”

She summoned all of her energy and brought forth the Empathy Gems she had collected. She placed one on the unconscious filly, one on Pupa, and brought the last one in contact with her horn. Alone, the unicorn filly didn’t have enough energy to save Pupa... but... if Cocoon herself sacrificed all her life energy... she might have enough... just enough...

Slowly, the gem pressing against her horn started absorbing the energy she was channeling. With a thought, it sent a tendril of magic to connect with the one lying against the horn of the unicorn. The gem lit up, absorbing both the memories and essence of the now-dead filly pitifully fast.

Slowly her memories slipped back to Pupa’s hatching. While Chrysalis had been mostly uninterested in the new princess that had just emerged, Cocoon had been completely enthralled.

Life at the hive had been harsh: a changeling-eat-changeling kind of life, where the slightest weakness was exploited; where being injured could spell your death by the hoof of your peers... and yet...

And yet, here was this soft, completely innocent and vulnerable creature, entrusting its life, unknowingly, to some of the coldest beings in the world.

Later on, she had realized that she had fallen in love with Pupa. She understood that her little sister meant more to her than anything... even queendom. But she also knew that her sisterly feelings for the newest princess would be perceived as weakness by Queen Metamorpha and Chrysalis.

And so, she had hidden her feelings, going just out of her way so that she could subtly encourage her sister or even challenge her. She had been so proud that Pupa had not become as cold and merciless as the rest of the hive and even took some pride on it, wishing and hoping that some of her efforts had paid off... Pupa would never know.

Quickly, she took it back, the young filly’s memories and soul and added them to her own energy, memories and feelings.

She then mixed it up with her own life force, restoring strength to the filly’s soul. Just as her consciousness started to fade, she sent it all as a magical healing spell through the last gem, which formed a magical cocoon around her young sister.

“Goodbye, Pupa...” she whispered as her life left her. She willed her body to hold on long enough to push the regenerated body below her away. And then she finally let go.

The rocks burying her body shook the ground, waking up Pupa/Rarity. She looked around, bewildered as her memories conflicted, the souls within her meeting and merging into one.

Pupa/Rarity shuddered as she looked at the remains of the original Rarity’s body. The magic had drained it down to a desiccated husk and it was barely recognizable. Looking up the rocks, she noticed that she could see a wide hole to the outside and that it was reachable. Slowly, as she made her way up, her body shone with a green light, and as it faded, black hooves and chitin armor were replaced with soft, white fur. By the time she had reached the top, she was Rarity once more.

Giving a last, hesitant, backwards glance to the collapsed cave she paused. She forced her eyes away and her mind to shift to other thoughts.

She trotted away, pausing to pick up several gems for her school project. She did not want to think about what had happened. She didn’t want to consider... her loss.

The quarry was silent for a little while.

A paw burst through the rocks, followed by another as a diamond dog pushed its way out of the rubble. It looked around before a flare of green dissolved the canine form into the shape of Princess Chrysalis.

Looking at the rubble, she moved a bit out of the way until she could see the crushed remains of black chitin armor.

She closed her eyes and grimaced. “I- I’m sorry, sisters...” Her eyes opened and followed the collapsed cave to the exit. “I promise I will lead our hive to glory...” She quickly looked away. “Farewell... wherever you are.”

With that, Princess Chrysalis opened her wings and flew home. Her dark thoughts brightening as she held the only empathy gems to be delivered that day. There was no one else now. No more silly competition. The hive was hers. All hers. And, one day, all of Equestria would know her glory.

o.0.o The End o.0.o

Author's Note:

02/21/2013 Edit: Fixed the code so that all the useless crap would be gone and the story could be read better.

Comments ( 389 )

You... you wonderfull bastard.
Error: " wonder... what was she thinking? She could have saved himself and left us both to die...”"

You've fixed it.
Well done.

My mind got screwed

but in a good way.

Man, why is it that every time I interact with you, the words "mindscrew," "mindfuck," and/or "mindcrush" come up?


My my...another awesome story/ Cheers, mate!


Daaammmmnnnnnn good story.

Also being a mod is a surefire way to get featured.

Bittersweet stories are always the ones that make me cry:fluttercry: Well done.

The feels...

I love Chrysalis fics. Especially backstory ones.

Added to headcanon multiverse.

This...this is awesome. Manly tears hath been shed.

Loved it. Proper comment to come later.

Wow WD, that was really, really good. The depth you obtained with the introduced OCs was brilliant.

Such an amazing story. Thank you.

that pic is so adorable!

D'aww. This is all tobe said on the matter

*Applause* Damn, that's a hell of a backstory for Rarity.

Interesting. I would normally say that it's stupid that Rarity would care so much more about Pupa's safety than her own, but, y'know, Element of Generosity and all that.

Now this is the kind of sad story I like.
Fave'd hard.


That's what this story is.

I would guess in the end Rarity's soul was the larger of the two in "will". Maybe because Rarity was already destined to be the Element of Harmony? Either that or Rarity and Pupa were close enough in personalities that Pupa just merged into Rarity and since Changelings arn't likely to have a true internal identity aside from Pupa feeling of being a Princess that she just became Rarity in a sense.

:raritycry:beautiful and sad:heart:

718001 Did it occur to you that maybe it's because he's an AMAZING writer that he BECAME a mod? His fics were already popular before he became a mod. (Not saying it might be a contributing factor as to how many people read it, but it's not like he was a mod before The Empty Room OR The Sweetie Chronicles. Just sayin.)

Oh wow. So sad, yet so sweet. That backstory...:fluttercry:

I am definitely faving this!

In my opinion Pupa's mind is still their but Rarity had the stronger will so Pupa's consciousness is buried and dormant.
Awesome fic though! Loved it!

I demand more!

Great story. You gain :moustache::moustache::moustache:

this was alomst as sad as my little dashie. I'm still fightin back tears

this was alomst as sad as my little dashie. I'm still fightin back tears

so sad... yet happy. please tell me you have some form of ideas in a similar realm to this story. :pinkiesad2:

And not one dislike was given that day...

..wow...just beautiful...:fluttercry:

Wow... That was incredible...

Jaw dropping

I need a chapter where chrysalis finds rarity and figures out some of pupa is in her, and realize that was her the whole time. Reminds me of the song ego selfish.:raritycry:so saaaaad

*Manly Tears*
Liked, faved, and amazed!

718633Nor any other day:rainbowkiss:

I have but one critic to make: Then how did Rarity pass the anti-changeling shield at the beginning of the episode?

It's magic, He don't gotta explain shit. Also it was probably because she was inside the carriage if anything.

God....That's good.


It's magic, He don't gotta explain shit.

WD's fanfics wouldn't be good if he "explained" everything with "It's magic, I don't have to explain shit." :facehoof:

Also it was probably because she was inside the carriage if anything.

So? In the beginning of the fanfic she was inside the palace and she almost got squashed on the walls. What stopped her from being squashed against the walls in the train?

718772 Also, going by the episode, the shield probably wasn't changeling specific. (edit: or for a sillier answer, maybe Rarity doesn't register as a full changeling since she's a combined soul or something) edit2: 718804 Maybe it was simply a barrier shield (think the shield the CMC ran into around the Library) with designated checkpoints.... dunno where you're getting the deadliness of it to be honest.

(probably edit in actual comments in later)

Hmmmm, them perhaps it's because the cannon world doesn't conform to fanfic's. Deal with it.

If it isn't changeling-specific, why does it repel changelings then? If it is a lifeform-specific shield, why doesn't everyone at Canterlot die?

Your "I'm right, fuck you" tough guy attitude amuses me greatly. :rainbowlaugh:

If I knew you were right, I wouldn't pursue the issue further, homeboy. :raritywink:

Then stop pursuing the issue, hater

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